HABITAT FOR HUMANITY OF PINELLAS COUNTY INC (2)CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: THE CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida
whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-3683 (herein "Seller" or "City"), and
Habitat for Humanity of Pinellas County, Inc. ("Buyer" or "Habitat"), a Florida not for profit corporation
whose address is 13355 49th Street North, Clearwater, Florida 33762, (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 601, 619, 637, 655, and 673 Blanche B. Littlejohn Trail (BBLT),
Clearwater, FL 33755
Real Property ID Nos:
09-29-15-08622-000-0540 (601 BBLT)
09-29-15-08622-000-0530 (619 BBLT)
09-29-15-08622-000-0520 (637 BBLT)
09-29-15-08622-000-0500 (655 & 673 BBLT)
as more particularly described in Exhibit "A" attached hereto and incorporated herein
(collectively the "Property").
PERSONALTY: NONE
2. FULL PURCHASE PRICE $20,000.00 per lot, for a total of $100,000.00.
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 Buyer by
Seller's staff. James Millspaugh and Associates, Inc. performed an appraisal of the Property on behalf of
the Seller.
5. PURPOSE
The Parties are aware that the City Council of the City of Clearwater, Florida ("Council") declared the
Property as surplus for the purpose of sale whereby the sale is subject to the following terms:
(1.) Habitat shall construct five (5) single family homes on the Property; and
(2.) Three (3) homes shall be sold to households with total household income for each buyer not
to exceed eighty percent (80%) of Area Median Income (AMI) as determined by the United
States Department of Housing and Urban Development. The remaining two (2) homes shall
be sold to households not exceeding one hundred twenty percent (120%) of AMI; and
(3.) Habitat shall be solely responsible for acquiring all required permits and approvals for
development as required by law, except that the City agrees to submit an application for Land
Use and Zoning changes that may be necessary for Habitat to conduct residential development
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as more particularly described in Section 10 below. Multiple closings may occur to
accommodate the extended time required to process the application for Land Use and Zoning
change.; and
Habitat shall commence construction of all homes within one (1) year of the respective closings
and shall sell each home to a qualified buyer within two (2) years of the respective closings.
Should unforeseen circumstances cause development delays, the city may extend these
deadlines at its sole discretion, but no later than December 31, 2024; and
If Habitat fails to comply with its obligations set forth in sections 5(1), 5(2), 5(3), and 5(4), the
City may request that Habitat reconvey the non-compliant Property, or a non-compliant portion
thereof, to the City. Upon such request, Habitat shall reconvey the Property, or the non-
compliant portion of the property to the City by special warranty deed. This provision shall
survive closing, shall not merge into the deed(s), and may be enforced by specific
performance.
6. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by Buyer, 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"). 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 counteroffer is approved by the Council, it shall be delivered to Buyer in
writing within 10 days of such action by the City Council, and Buyer shall have 10 days thereafter to
deliver to Seller 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 Buyer, 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 within 5 days of such action.
7. 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 8 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.
8. TITLE EVIDENCE
Seller shall, at Seller's expense and within 20 days prior to each closing date, secure a title insurance
commitment, in the amount of consideration paid by buyer as the applicable lots, 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
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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.
9. 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.
10. CLOSING PLACE AND DATE
Seller and buyer realize that two platted lots identified by Pinellas County Property Identification
Number (PID) 09-29-15-08622-000-0500 (Institutionally Zoned Lots) are not zoned appropriately for
development of single-family residential homes. Seller agrees to submit an application for a Zoning
and Land Use change prior to conveying the Institutionally Zoned Lots to Buyer. The remaining lots
are identified by PID numbers 09-29-15-08622-000-0540, 09-29-15-08622-000-0530 and 09-29-15-
08622-000-0520 (collectively the "Residentially Zoned Lots"). Due to the process required to complete
a Zoning and Land Use change, closing on the sale of the Institutionally Zoned Lots may occur later
than closing on the sale of the Residentially Zoned Lots, or may be subject to termination as provided
for below. Therefore, Seller shall designate closing agent and the transaction to close the Residentially
Zoned Lots shall be closed in the offices of the designated closing agent in Pinellas County,
Florida, within 120 days of the effective date and the transaction to close the Institutionally Zoned Lots
shall be closed within one year of the effective date unless either closing is 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 8 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 either closing may be extended up to
60 days without effect upon any other term, covenant or condition contained in this contract. Seller
makes no representations or warranties as to the outcome of the Zoning and Land Use change
application or associated City of Clearwater regulatory process. Should the application to rezone the
Institutionally Zoned Lots to residential zoning be denied, Buyer may terminate this Contract as to those
lots or close on them, in its sole discretion.
11. CLOSING DOCUMENTS
For each transaction, Closing Agent, on behalf of 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 for both conveyances. The
appropriate parties shall deliver resolutions or applicable documents authorizing the sale and delivery
of the deed and certifying the resolution or documents and setting forth facts showing the conveyance
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conforms to the requirements of local law.
12. CLOSING EXPENSES
Pursuant to Chapter 201.24, Florida Statutes, Seller is exempt from paying documentary stamps on
each deed. Buyer shall pay the cost for documentary stamps if applied to either
transaction. Recordation of each deed shall be paid by Buyer. Seller shall pay the costs of recording
any corrective instruments.
13. 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. 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.
14. 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.
15. 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.
16. 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 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
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to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections
provided, however, that any intrusive sampling of soils and groundwater on the Property shall be
conducted only (i) during regular business hours, (ii) with no less than two (2) business days prior
written notice to Seller, which notice shall include the proposed scope of work for any such
intrusive sampling, and (iii) in a manner which will not unduly interfere with Seller's current use of
the Property. Prior to entering the Property or performing any intrusive soil or groundwater
sampling on the Property, Purchaser shall deliver to Seller a certificate of insurance evidencing
that Buyer's consultant has in place and shall maintain during the pendency of work on the
Property commercial general liability insurance with limits of at least One Million Dollars
($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily
injury or death and property damage insurance including coverage for contractual liability covering
any accident arising in connection with the presence of Purchaser's consultant, or its
subcontractors, agents and representatives on the Property, which shall name Seller as additional
insureds and is written by a reputable insurance company having a rating of at least "A+:VII" by
Best's Rating Guide (or a comparable rating by a successor rating service). Any damage to the
Property caused by Buyer or its consultants in conducting any such environmental assessment,
investigation or review shall be repaired by Purchaser at its sole cost and expense. Seller will,
upon reasonable notice, provide utilities services as may be required for Buyers inspections and
investigations. Buyer shall not engage in any activity that could result in a mechanics lien being
filed against the Property without Sellers 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,
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 not to exceed the total estimated repair costs as determined by a licensed general
contractor of Sellers 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.
b. Buyer's Agreement to Indemnify: Buyer hereby agrees to indemnify, defend, and hold Seller
harmless from and against any and all liens, claims, causes of action, damages, liabilities, and
expenses (including reasonable attorneys' fees) caused by Buyer's inspections or tests permitted
under this Agreement. Buyer's obligations under this Section shall survive the termination of this
Agreement and shall survive the Closing.
17. 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.
18. SELLER HELD HARMLESS
Buyer agrees to indemnify and hold harmless the Seller from claims of injury to persons or property
during the inspections and investigations described in Paragraph 16(a) resulting from Buyer's own
negligence, or that of its employees or agents only.
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19. 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. Seller shall have no obligation to repair or
rebuild.
20. 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 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
required by this provision may be waived if title agent insures adverse matters pursuant to Section
627.7841, F.S. (2014), as amended.
21. 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 notice to the Buyer. If a Broker is owed a brokerage fee regarding this transaction, the defaulting
party shall be liable for such fee.
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
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
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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. 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.
30. 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.
31. COUNTERPARTS; FACSIMILE COPY
This contract may be executed in two or more counterparts, each of which shall be deemed an original
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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.
32. 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.
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EXECUTED this 3 day of
krciarTii , 2022 by Buyer.
Print Name
-ryueredo
Cit/NE: F(
Print Name
east
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Print Name/Title: M► C L l [. Soft -ion /CEO
APPROVED BY SELLER & EFFECTIVE this `1 day of ' , 2022.
Countersigned:
Frank V. Hibbard
Mayor
Approved as to form:
A
aahit
Laura Mahony
Senior Assistant City Attorney
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CITY OF CLEARWATER, FLORIDA
By: .J
Jon P. Jennings
City Manager
Attest:
14k/1. Liz
Rosemarie CaII
City Clerk
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EXHIBIT A
LEGAL DESCRIPTION
Lots 50, 51, 52, 53 and 54, G.L. BIDWELLS OAKWOOD ADDITION TO CLEARWATER, according to
the plat thereof, as recorded in Plat Book 1, Page 46 of the Public Records of Pinellas County,
Florida.
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