HERCULES AVENUE CHURCH OF CHRIST AT CLEARWATER INCCONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: Hercules Avenue Church of Christ at Clearwater, Inc. whose mailing address is 601 S.
Hercules Avenue, Clearwater, FI 33764, (herein "Seller"), and THE CITY OF CLEARWATER, FLORIDA,
a Municipal Corporation of the State of Florida (herein "Buyer"), whose post office address is P.O. Box
4748, Clearwater, Florida 33758-4748, (collectively "Parties") hereby agree that the Seller shall sell and
Buyer shall buy the following real property ("Property") upon the following terms and conditions.
1. PROPERTY DESCRIPTION
THE NORTH TWO HUNDRED THIRTY FEET (230'), LESS THE WEST THIRTY FEET(30') THEREOF,
OF THE SOUTH HALF (S1/2) OF THE WEST ONE QUARTER (W1/4), OF THE NORTHWEST ONE
QUARTER (NW1/4) OF THE SOUTHEAST ONE QUARTER (SEI/4), SECTION 13, TOWNSHIP 29
SOUTH, RANGE 15 EAST, PINELLAS COUNTY, FLORIDA.
601 S. Hercules Ave. Clearwater, Fl 33764
Real Property ID No: 13-29-15-00000-420-0700
PERSONALTY: NONE
2. FULL PURCHASE PRICE $700,000.00
3. MANNER OF PAYMENT: Wire in U.S. funds at time of closing
4. PURCHASE PRICE
The full Purchase Price as shown herein has been reached through negotiations with the Seller by City
staff. James Millspaugh and Associates, Inc. performed an appraisal of the Property on behalf of the
Buyer.
5. TIME FOR ACCEPTANCE: APPROVALS
Following execution of this contract by Seller, the price, terms and conditions as contained herein shall
remain unchanged and be held unconditionally open for a period of 45 days following delivery in duplicate
original to the City of Clearwater for acceptance and approval, counter-offer, or rejection by action of the
Clearwater City Council ("Council") serving in its capacity as the governing board of the CITY. If this
agreement is accepted and approved by the Council, it will be executed by duly authorized City officials
and delivered to Buyer within 10 days thereafter. If a counter-offer is approved by the Council, it shall be
delivered to Seller in writing within 10 days of such action by the City Council, and Seller shall have 10
days thereafter to deliver to Buyer written notice of acceptance or rejection of such counter-offer. If written
notice of acceptance is not timely delivered, or if the counter-offer is rejected by Seller, this contract shall
thereafter be null and void in all respects. If this contract is rejected by the Council upon initial presentation
to the Council, this contract shall be null and void in all respects and Buyer shall be so informed in writing
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within 5 days of such action.
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory Warranty
Deed, subject only to matters contained in Paragraph 7 acceptable to Buyer. Otherwise title shall be free
of liens, easements and encumbrances of record or known to Seller, but subject to property taxes for the
year of closing; covenants, restrictions and public utility easements of record; and no others provided
there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of
the Property. Seller warrants and represents that there is ingress and egress to the Property sufficient for
the intended use as described herein.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date deliver a title insurance commitment
issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or qualifications set
forth in this Contract, and those which shall be discharged by Seller at or before closing. Seller shall
convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this
Contract. Marketable title shall be determined according to applicable Title Standards adopted by The
Florida Bar and in accordance with law. Buyer shall have 5 days from receiving evidence of title to
examine it. If title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying
defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of notice within
which to remove the defect(s), failing which Buyer shall have the option of either accepting the title as it
then is or withdrawing from this Contract. Seller will, if title is found unmarketable, make diligent effort to
correct defect(s) in title within the time provided therefor, including the bringing of necessary suits.
8. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may
have the Property surveyed and certified to the Buyer by a registered Florida land surveyor. If survey
shows any encroachment on the Property, or that improvements located on the Property encroach on
setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable
governmental regulation, the same shall constitute a title defect. The survey shall be performed to
minimum technical standards of the Florida Administrative Code and may include a description of the
property under the Florida Coordinate System as defined in Chapter 177, Florida Statutes.
9. CLOSING PLACE AND DATE
Buyer shall designate closing agent and this transaction shall be closed in the offices of the designated
dosing agent in Pinellas County, Florida, within 120 days of the effective date unless extended by other
provisions of this contract including but not limited to time allotted for the removal of title defects as
provided for in Paragraph 7 above. If either party is unable to comply with any provision of this contract
within the time allowed, and be prepared to close as set forth above, after making all reasonable and
diligent efforts to comply, then upon giving written notice to the other party, time of closing may be
extended up to 60 days without effect upon any other term, covenant or condition contained in this
contract.
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10. CLOSING DOCUMENTS
Seller shall furnish closing statements for the respective parties, deed, bill of sale (if applicable),
mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective
instruments. If Seller is a corporation, Seller shall deliver a resolution of its Board of Directors authorizing
the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution and
setting forth facts showing the conveyance conforms with the requirements of local law.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida
Statutes, shall be paid by the Seller. Seller shall also pay the costs of recording any corrective
instruments. Recordation of the deed shall be paid by Buyer.
12. PRORATIONS: CREDITS
Taxes, assessments, rent (if any) and other revenue of the Property shall be prorated through the day
before closing. Closing agent shall collect all ad valorem taxes uncollected but due through day prior to
closing and deliver same to the Pinellas County Tax Collector with notification to thereafter exempt the
Property from taxation as provided in Chapter 196.012(6), Florida Statutes. If the amount of taxes and
assessments for the current year cannot be ascertained, rates for the previous year shall be used with
due allowance being made for improvements and exemptions. Assessments for any improvements that
are substantially complete at time of closing shall be paid in full by Seller.
13. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, or as otherwise disclosed
herein. If Property is intended to be rented or occupied beyond closing, the fact and terms thereof shall
be stated herein, and the tenant(s) or occupants disclosed pursuant to Paragraph 15. Seller agrees to
deliver occupancy of the Property at time of closing unless otherwise stated herein. If occupancy is to be
delivered before closing, Buyer assumes all risk of loss to Property from date of occupancy, shall be
responsible and liable for maintenance from that date, and shall be deemed to have accepted Property
in its existing conditions as of the time of taking occupancy unless otherwise stated herein or in separate
writing.
14. LEASES
Seller warrants there are no tenants occupying the Property and that no leases exist, recorded or
unrecorded, authorizing such occupancy and any authorized tenancy or lease for use of the property
created by Seller prior to closing or prior to the expiration hereof, shall constitute a material breach of this
Contract. Seller shall, at Buyer's request, furnish Buyer copies of all written leases and estoppels letters
from each tenant specifying the nature and duration of the tenant's occupancy.
15. PROPERTY CONDITION
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Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition, ordinary wear
and tear excepted, and shall maintain the landscaping and grounds in a comparable condition. Seller
makes no warranties other than is disclosed herein in Paragraph 21 ("SELLER WARRANTIES") and
marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented
in the following paragraph.
a. As Is With Right of Inspection: Buyer may, at Buyer expense within 60 days following the effective
date hereof ("Inspection Period"), conduct inspections, tests, environmental and any other investigations
of the Property Buyer deems necessary to determine suitability for Buyer's intended use. Upon Seller's
execution hereof, Seller shall grant reasonable access to the Property to Buyer, its agents, contractors
and assigns for the purposes of conducting the inspections provided, however, that all such persons enter
the Property and conduct the inspections and investigations at their own risk. Seller will, upon reasonable
notice, provide utilities services as may be required for Buyer's inspections and investigations. Buyer
shall not engage in any activity that could result in a mechanics lien being filed against the Property
without Seller's prior written consent. Buyer may terminate this contract by written notice to Seller prior
to expiration of the Inspection Period if the inspections and/or investigations reveal conditions which are
reasonably unsatisfactory to Buyer. In the altemative, at the Buyer's sole discretion, if Seller offers to
repair or otherwise remedy such conditions to Buyer satisfaction, Buyer may accept such offer; or Buyer,
at its option, may elect to accept a credit at closing of the total estimated repair costs as determined by a
licensed general contractor of Buyer's selection and expense. If Buyer terminates this contract, and this
transaction does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property
resulting from the inspections and investigations and return the Property to its present condition.
16. WALK-THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to closing, Buyer may
conduct a final 'walk-through" inspection of the Property to determine compliance with any Seller
obligations and to insure that all Property is in and on the premises. No new issues may be raised as a
result of the walk-through.
17. SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida Sovereign immunity statute,
F.S. 768.28, agrees to indemnify and hold harmless the Seller from claims of injury to persons or property
during the inspections and investigations described in Paragraph 15(a) resulting from Buyer's own
negligence only, or that of its employees or agents only, subject to the limits and restrictions of the
sovereign immunity statute.
18. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing and cost of restoration does not exceed
3% of the assessed valuation of the Property so damaged, cost of restoration shall be an obligation of
the Seller and closing shall proceed pursuant to the terms of this contract with restoration costs escrowed
at closing. If the cost of restoration exceeds 3% of the assessed valuation of the improvements so
damaged, Buyer shall have the option of either taking the Property "as is", together with any insurance
proceeds payable by virtue of such Toss or damage, or of canceling this contract.
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19. PROCEEDS OF SALE: CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by Seller's
attorney or by such other mutually acceptable escrow agent for a period of not longer than 5 days from
and after closing, during which time evidence of title shall be continued at Buyer's expense to show title
in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the
date of the last title evidence. If Seller's title is rendered unmarketable through no fault of the Buyer, Buyer
shall, within the 5 day period, notify the Seller in writing of the defect and Seller shall have 30 days from
the date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all funds
paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after
demand, be returned to Buyer and simultaneously with such repayment, Buyer shall vacate the Property
and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer
shall take title "as is", waiving all rights against Seller as to any intervening defect except as may be
available to Buyer by virtue of warranties contained in the deed. The escrow and closing procedure
required by this provision may be waived if title agent insures adverse matters pursuant to Section
627.7841, F.S. (2014), as amended.
20. DEFAULT
If this transaction is not closed due to any default or failure on the part of the Seller, other than to make
the title marketable after diligent effort, Buyer may seek specific performance or unilaterally cancel this
agreement upon giving written notice to Seller. If this transaction is not closed due to any default or failure
on the part of the Buyer, Seller may seek specific performance. If a Broker is owed a brokerage fee
regarding this transaction, the defaulting party shall be liable for such fee.
21. SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially effect the value of the
Property, or which would be detrimental to the Property, or which would effect Buyer's desire to purchase
the property except as follows: (Specify known defects. If none are known. write "NONE"1
Buyer shall have the number of days granted in Paragraph 15(a) above ("Inspection Period") to
investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will
close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this contract.
If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have waived any
objection to the disclosed matters and shall have the obligation to close on the contract.
22. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (2014), as amended, Buyer is
hereby informed as follows:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who are exposed
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to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
23. CONTRACT NOT RECORDABLE; PERSONS BOUND
Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind
and inure to the benefit of the parties and their successors in interest. Whenever the context permits,
singular shall include plural and one gender shall include all.
24. NOTICE
All notices provided for herein shall be deemed to have been duly given if and when deposited in the
United States Mail, properly stamped and addressed to the respective party to be notified, including the
parties to this contact, the parties attorneys, escrow agent, inspectors, contractors and all others who will
in any way act at the behest of the parties to satisfy all terms and conditions of this contract.
25. ASSIGNABILITY; PERSONS BOUND
This contract is not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singular or
plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, successors
and assigns (if assignment is permitted).
26. ATTORNEY FEES: COSTS
In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs.
27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
28. BROKER REPRESENTATION
If either Party chooses to be represented by a Licensed Real Estate Broker upon Seller's execution
hereof, then that Party solely shall be responsible for any such Broker fee or expense due to said Broker.
29. COMPLIANCE WITH SECTION 286.23. FLORIDA STATUTES
Owner shall execute and deliver to the City the "Disclosure of Beneficial Interests" required pursuant to
Section 286.23, Florida Statutes.
30. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to affect the validity of any
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other provision. In the event that any provision of this contract is held to be invalid, the parties agree that
the remaining provisions shall be deemed to be in full force and effect as if they had been executed by
both parties subsequent to the expungement of the invalid provision.
31. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be govemed by, construed, and
enforced in accordance with the laws of the State of Florida.
32. COUNTERPARTS; FACSIMILE COPY
This contract may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. A facsimile copy of this contract, including any
addendum, attachments and any written modifications hereof, and any initials or signature thereon shall
be deemed an original.
33. ENTIRE AGREEMENT
Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the
parties, shall supersede any and all prior and contemporaneous written and oral promises,
representations or conditions in respect thereto. All prior negotiations, agreements, memoranda and
writings shall be merged herein. Any changes to be made in this agreement shall only be valid when
expressed in writing, acknowledged by the parties and incorporated herein or attached hereto.
EXECUTED th•is i day of
Attest:
//,
rptaille.p -r-,
Print Name
//col< -9, 1Jaivull
( ARk s, Print Name
Name
[GM19-1313-131/234556/1] 7
, 2019 by Seller.
By:
HercuA nuhurch of Christ
C er, Inc.
Title: C#1+
APPROVED BY BUYER & EFFECTIVE this n,(-'" day of , 2019.
Countersigned:
ctek AC' C \thY
George N. Cretekos
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
[GM19-1313-131/234556/1]
CITY OF CLEARWATER, FLORIDA
By:
Attest:
Via.,. 8 �+�•a
William B. Horne II
City Manager
"fp( Rosemarie Call
City Clerk
8