COMMUNITY REDEVELOPMENT AGENCY (13)CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA,
a public body corporate and politic of the State of Florida whose mailing address is P.O. Box 4748,
Clearwater, Florida 33758-4748 (herein "Seller" or "CRA"), and the CITY OF CLEARWATER, FLORIDA,
a municipal corporation whose post office address is P.O. Box 4748, Clearwater, Florida 33758-4748
(herein "Buyer" or "CITY"), (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
Commonly referred to as 701 Franklin St. Clearwater, FL
Real Property ID No: 15-29-15-54450-011-0010
as more particularly described in Exhibit "A" (attached hereto and incorporated herein).
PERSONALTY: NONE
2. FULL PURCHASE PRICE $525,000.00
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 mutual agreement of the City of
Clearwater City Council and the CRA Board of Trustees and is based on the CRA's $525,000.00
acquisition cost of the subject 701 Franklin St. property in August 2019.
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 City Manager of the City of Clearwater for acceptance and approval, counteroffer, 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 Seller within 10 days thereafter. If a counteroffer 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
counteroffer. If written notice of acceptance is not timely delivered, or if the counteroffer 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
Seller shall be so informed in writing within 5 days of such action.
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6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Special 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.
7. TITLE EVIDENCE
Buyer shall, at Buyer's expense and within 20 days prior to closing date secure 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 10 days from receiving
evidence of title to examine it (Title Examination Period). 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.
8. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may
have Real Property surveyed and certified to the Buyer by a registered Florida land surveyor. If survey
shows any encroachment on Real Property, or that improvements located on Real 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
closing 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.
10. CLOSING DOCUMENTS
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Buyer 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.
11. CLOSING EXPENSES
Transaction is exempt from documentary stamp tax per Florida Administrative Code Section 12B-
4.014(10). Seller shall 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, 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. It is the intent of the Parties that the CRA and the City enter into a Revocable License Agreement
upon closing, allowing the CRA to remain in occupancy of the Property.
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
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
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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 alternative, 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 ensure that all Property is in and on the premises. No new issues may be raised as a
result of the walk-through.
17. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing, Buyer shall have the option of either
taking the Property "as is" or of canceling this contract.
18. PROCEEDS OF SALE; CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by Buyer's
attorney or by such other mutually acceptable escrow agent for a period of no 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
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required by this provision may be waived if title agent ensures adverse matters pursuant to Section
627.7841, F.S. (2014), as amended.
19. 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 or unilaterally cancel this agreement upon
giving written notice to Buyer. If a Broker is owed a brokerage fee regarding this transaction, the
defaulting party shall be liable for such fee.
20. SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially affect the value of the
Property, or which would be detrimental to the Property, or which would affect Buyer's desire to purchase
the property except as follows: (Specify known defects. If none are known, write "NONE")
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.
21. 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
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.
22. 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.
23. 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
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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.
24. 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).
25. 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.
26. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
27. 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,
except as provided for in paragraph 20.
28. 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
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.
29. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida.
30. 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.
31. 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,
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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 this A`' day of-4la6-d- , 2021 by Buyer.
Frank Hibbard
Mayor
Approved as to form:
171600,&
Laura Lipowski Mahony
Senior Assistant City Attorney
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THE CITY OF CLEARWATER, FLORIDA
By: IA, no
William B. Horne, II
City Manager
Attest:
Rosemarie Call
City Clerk
CRA signature page — Contract for Purchase of Real Property by City of Clearwater - CRA to City - 701 Franklin Street
APPROVED BY SELLER & EFFECTIVE this 2)19 day of �� 4
Approved as to form:
riteita
Michael P. Fuino
CRA Attorney
[GM21-9311-056/267629/1]
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, 2021.
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By:
7,1-a-0-10/
Frank Hibbard
Chairperson, Board of Trustees
Attest:
r�.a2
Rosemarie Cali
City Clerk
EXHIBIT "A"
A part of Lots 1, 2, 9 and 10, Block "11", Magnolia Park, as recorded in Plat Book 3, Page 43 of the Public
Records of Pinellas County, Florida, described as follows:
From the Southwest comer of said Block "11", run thence East, 15.0 ft; thence run N 0 deg. 42'00" W, parallel
with and 15.0 ft. East of the East right of way line of East Avenue, 129.0 ft. for the Point of Beginning; thence
continue N 0 deg. 42'00" W, along said line, 185.40 ft. to the South right of way line of Franklin Street, also
being the North line of said Block "11"; thence S 89 deg. 58'00" E, along said North line of Block "11", 63.68 ft.;
thence S. 0 deg. 15'12" W, 185.16 ft.; thence S 89 deg. 49'30" W, 60.60 ft. to the Point of Beginning.
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