PEACE MEMORIAL PRESBYTERIAN CHURCH OF CLEARWATER AND COMMUNITY REDEVELOPMENT AGENCYCONTRACT FOR PURCHASE OF REAL PROPERTY BY
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER
PARTIES: PEACE MEMORIAL PRESBYTERIAN CHURCH OF CLEARWATER,
FLORIDA, INC., a Florida not-for-profit corporation, whose mailing address is 110 S. Fort
Harrison Ave., Clearwater, Florida 33756-5107 (herein "Seller" or "Peace"), and the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA, a public body corporate and politic of the State of Florida (herein "Buyer" or
"CRA"), whose post office address is P.O. Box 4748, Clearwater, Florida 33758-4748,
joined by the CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of
Florida (herein "City"), whose post office address is P.O. Box 4748, Clearwater, Florida
33758-4748, (collectively "Parties") enter into this CONTRACT FOR PURCHASE OF
REAL PROPERTY BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF CLEARWATER ("Contract"), and 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
107 S. Osceola Avenue, Clearwater, FL 33756
Real Property ID No 16-29-15-20358-002-0110
As more particularly described in Exhibit "A" and depicted in Exhibit "B"
(attached hereto and incorporated herein).
PERSONALTY: NONE
2. FULL PURCHASE PRICE $1,850,000.00
3. MANNER OF PAYMENT: Wire in immediately available U.S. funds at time of Closing
4. PURCHASE PRICE
The Full Purchase Price as established herein has been reached through negotiations with
the Seller by the Buyer's staff, following due consideration, and within the range of values
of that certain real estate appraisal dated May 13, 2022, as developed for the CRA by
Entreken Associates, Inc., which valued the Property at $ 1,620,000, and that certain real
estate appraisal dated May 4, 2022, as developed for the CRA by Tobias Realty Advisors,
LLC., which valued the Property at $ 4,855,000.
5. TIME FOR ACCEPTANCE; APPROVALS
Following written approval of the terms of this Contract by Seller (remaining subject to
formal approval by its governing body), the price, terms, and conditions as contained herein
shall remain unchanged and be held unconditionally open for a period of 60 days following
delivery in duplicate original of such written approval to the Executive Director of the
Community Redevelopment Agency of the City of Clearwater for acceptance and approval,
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counteroffer, or rejection by action of the Clearwater City Council ("Council") serving in its
capacity as the governing board of the CRA. If this Contract is accepted and approved by
the CRA, it will be executed by duly authorized CRA officials and delivered to the
Clearwater City Council for consideration. If Clearwater City Council approves the
Contract, duly authorized City Officials will execute and return the Contract to the CRA.
The CRA shall deliver to Seller within 10 days thereafter. The Seller shall then present the
Contract for formal approval of its governing body, and upon such approval, execute and
return to Buyer. The "Effective Date" shall be the date all parties hereto have fully executed.
If a counteroffer is approved by the CRA, it shall be delivered to Seller in writing within 10
days of such action by the CRA, 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, the offer for
sale or purchase and this Contract, as the case may be, shall thereafter be null and void in
all respects upon rejection, or at the end of the 10 -day period, as applicable. If this Contract
is rejected by the CRA upon initial presentation to the CRA, the offer for sale or purchase,
and this Contract, as the case may be, shall be null and void in all respects upon rejection
by the CRA and Seller shall be so informed in writing within 5 days of such action.
6. TITLE
Seller warrants legal capacity to and shall convey fee simple title to the Property by Special
Warranty Deed, subject only to matters contained in Paragraph 7, which are 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.
7. TITLE EVIDENCE
Seller shall, at Seller's expense, no later than 15 days prior to Closing Date, deliver a title
insurance commitment issued by a Florida licensed title insurer ("Title Company") setting
forth the condition of title to the Property. 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, in Buyer's sole discretion, Buyer shall, within 3 days
thereafter, notify Seller in writing specifying the 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
without reduction in the Purchase Price or terminating this Contract whereupon both parties
shall be released from further liability (except those terms and conditions that survive
termination). Seller will, if title is found unmarketable, make commercially reasonable effort
to correct defect(s) in title within the time provided therefor, provided, however, Seller shall
not be obligated to file suit or incur any third -party costs or expenses.
8. SURVEY
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Buyer, at Buyer's expense, within time allowed for the Inspection Period, 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. Seller shall have no obligation to cure any title
defects reflected on the survey. Buyer's failure to terminate this Contract prior to expiration
of the Inspection Period shall be deemed a determination that Buyer is satisfied with the
survey of the Property.
9. CLOSING PLACE AND DATE
Seller shall designate closing agent ("Closing Agent") and this transaction shall be closed
("Closing") in the offices of the designated Closing Agent in Pinellas County, Florida, on or
before 120 days of the Effective Date ("Closing 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. Each Party shall have independent
opportunity for said extension.
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, as applicable. 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, or such other
documentation that the Title Agent shall reasonably require.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless 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 the Buyer. Buyer shall be responsible
for the cost of the title search and title premium for the owner's title insurance policy in the
amount of the Purchase Price.
12. PRORATIONS; CREDITS
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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 14. 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 AND OCCUPATION
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. The Parties acknowledge and agree that
Seller will continue to occupy the Property post -closing as provided for in that certain
Covenants, Restrictions, and Grant of Easement Agreement as described herein in section
36.
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 prior to Closing. Seller makes no warranties other than is disclosed
herein and marketability of title as set forth in the deed delivered at Closing. 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
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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, 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, to the
extent agreed to in writing by Seller. 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 the condition that existed prior to its investigation.
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 under Paragraph 15. 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 loss or damage, or of canceling this Contract.
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, the Closing Agent, or by such other mutually acceptable
escrow agent for a period of no longer than 5 days from and after Closing, during which
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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. Intentionally Deleted.
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
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
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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
Seller shall execute and deliver to the CRA 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 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 governed 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.
34. PARKING GARAGE SPACES
Buyer represents and warrants to Seller that the Buyer will redevelop the Property as a
public parking garage following Closing. The Buyer agrees that certain parking spaces will
be reserved for the Seller's use as reflected in Exhibit "C", a general list of certain covenants
as between the Parties, which will be subsequently formalized in a Covenants, Restrictions,
and Grant of Easement Agreement to be recorded in the Official Records of Pinellas
County, Florida ("Official Records") at Closing, as more particularly described below. The
physical location of the parking spaces within the garage will be determined at the Buyer's
reasonable discretion.
35. RIGHT OF FIRST REFUSAL
Following Closing, if the Buyer receives a bona -fide third -party offer to purchase the
Property, the Buyer, within thirty (30) days, must give written notice to the Seller detailing
the terms and conditions of the offer, prior to Buyer being able to accept such offer. Seller
shall have fifteen (15) days from the date of receipt of said offer to provide the Buyer with
written notice of acceptance of the offer, upon the same terms and conditions as set forth
therein. If the Seller accepts said offer, Closing shall take place within sixty (60) days from
the date of acceptance. If the Seller fails to accept said offer, in writing within the fifteen
(15) days provided herein, the Buyer may proceed to sell to said third party in accordance
with the terms of the offer. It is the express intent of the parties that the terms and conditions
contained in this paragraph shall survive Closing and delivery of the deed and not be
incorporated into the deed. At Closing, a memorandum of this right of first refusal shall be
recorded in the Official Records.
36. COVENANTS, RESTRCITIONS, AND GRANT OF EASEMENTS AGREEMENT
The Parties have entered into this Agreement for the sole purpose of the CRA constructing
8
a parking garage on the subject Property. Commercial retail space and operations may be
included within the garage structure at the ground level. As a condition to the sale and
Closing of the Property, Seller and Buyer are mutually desirous of, and shall enter into a
mutually acceptable Covenants, Restrictions, and Grant of Easements Agreement (the
"CREA") setting forth the parameters and restrictions under which the subject conveyance
will occur, and certain parameters on how the subject Property will be developed, utilized,
and maintained (the "Restrictions"). The CREA and Restrictions shall run with the land and
be binding on the successors and assigns of the parties hereto unless seller's adjacent
parcel ("Seller's Adjacent Parcel", as more particularly described in Exhibit "D" hereto), is
sold and not leased back to Seller for a religious use. If Seller's Adjacent Parcel is sold
and not leased back to the Seller for a religious use, or if leased back to Seller for a religious
use and said lease terminates, the CREA and Restrictions shall automatically terminate in
their entirety upon said conveyance, except easements therein that are expressly intended
to run with the land in perpetuity. Seller shall, at the request of the Buyer, execute a
Release of Covenants, Restrictions, and Grant of Easements Agreement ("Release")
reflecting those portions of the CREA to be released, and said Release shall be recorded
in the Official Records simultaneous to closing of the sale of Seller's Adjacent Parcel or at
such time as Seller's Adjacent Parcel is no longer used for a religious purpose by Seller,
whichever is later. Generally, said Restrictions are provided for in Exhibit "C", (attached
hereto and incorporated herein). More specifically, the Restrictions shall be memorialized
in the CREA, which shall be executed and entered into as a prerequisite to Closing and
recorded in the Official Records. The obligations of Buyer and Seller under this Contract
are conditioned upon Buyer and Seller agreeing upon the form and content of the CREA.
The parties shall use good faith reasonable efforts to negotiate the form of the CREA within
forty-five (45) days following the expiration of the Inspection Period. In the event the parties
are unable to agree on the form of the CREA on or before the Closing Date, either Buyer
or Seller shall have the right to terminate this Agreement whereupon both parties shall be
released from further liability hereunder, except those terms and conditions herein that
expressly survive termination.
37. VACATION OF DIVISION STREET
The City agrees to cooperate in good faith with Peace as it relates to Peace's request to
vacate the alleyway located between the Property and Seller's Adjacent Parcel located at
110 S. Ft. Harrison Avenue, Clearwater ("Division Street"), which vacation shall be a
condition of Closing in favor of Seller. The City's agreement to cooperate is not made in its
regulatory capacity, and the City makes no representations as to the outcome of the
regulatory process required for the requested vacation. The vacation shall be subject to
customary easements for City and other utilities presently located in Division Street.
38. COOPERATION OF THE CITY OF CLEARWATER.
The City of Clearwater ("City"), a municipal corporation of the State of Florida, has joined
in this Agreement for the sole purpose of reflecting its agreement to cooperate and support
the CRA in meeting the obligations and enjoying the benefits, as the case may be, created
by Sections 36, 37, and Exhibit "C", and any other provision herein which the CRA may
9
delegate to the City.
✓iQ
EXECUTED this 1---7 day of
, 2022 by Seller.
Attest: Peace Memorial Presbyterian Church
of Clearwater, Florida, Inc.
Print Name
Q),
-e0. 6 4
Print Name
[RE22-1313-178/292796/1] 10
By:
Title:
Secretary/Diregfor
0v cfc,
APP OVED BY BUYER & EFFECTIVE this day of
, 2022.
Countersigned:
ank Hibbard
Chairperson
Approved as to form:
Michael Fuino
Senior Assistant City Attorney
Community Redevelopment Agency of the
City of Clearwater, Florida
Jon Jennings
9
Executive Director
11
By:
Attest:
Rosemarie Call
City Clerk
JOINED BY AND EFFECTIVE this IV day of , 2022.
Countersigned: City of Clearwater, Florida
rank Hibbard
Mayor
Approved as to form:
Laura Mahony
Senior Assistant City Attorney
12
By: djf,�. 4=k(/"Itc"
Jon Jennings
9
City Manager
Attest:
Rosemarie Call
City Clerk
Vacated Alley
Per OR 17754-1270
L
4
Lot 8
Lot 9
Lot 10
A ley
_L
IT RNY
�_LJ
Lot 23
II Lot 22
i
Lot 11
Lot 12
Lot 13
Lot 14
Lot 15
Lot 21
Lot 20
Lot 19
N. T. S,
Lot 17
/ I
I Lot 16
/
Pierce Street
40 RIW
Legal Description
The South Half (Si) of Lot Eleven (11) and Lots Twelve (12) through Lot Fifteen (15) in Block "B" of the John R. Davey,
et al's Resubdivision of the Earl, Mumford, Ross and Starr's Subdivision of Clearwater, Florida, according to the plat of
said Resubdivision as recorded in Plat Book One (1), Page Eighty Seven (87), of the public records of Hillsborough
County, Florida, of which Pinellas County was formerly a part.
This is not a survey
CITY OF CLEARWATER
ENGINEERING DEPARTMENT
DRAWN BY
JAB
CHECKED BY
TLM
Exhibit A
Peace Memorial Presbyterian Church
Purchase Contract to the CRA & City
ORO. NO.
Lg1_2022.16
16
DATE DRAWN
INUIT
1 OF 2
29S - 15E
07/29/2022
Exhibit B
Prepared by:
Engineering Department
Geographic Technology Division
100 S. Myrtle Ave, Clearwater, FL 33756
Ph: (727)562-4750, Fax: (727)526-4755
www.MyCleerweter.com
107 S Osceola Avenue
Peace Memorial Presbyterian Church
Purchase Contract to CRA & City of Clearwater
'''
w E
Scale: N.T.S.
Map Gen By: JB
Reviewed By: TM
Aerial Flown 2021
Date: 7/29/2022
Page: 1 of 1
Document Path: C:\Users\James.Benwell\City of ClearwatertEngineering Geographic Techno ogy - GIS \ Engineering \Location Maps\Peaco.MemAerial.aprx
EXHIBIT "C"
1. Permanent Parking without charge. CRA covenants to provide parking spaces
within the to -be -built CRA Parking Garage, in locations to be determined by the
CRA in its reasonable discretion, as follows:
a. Sunday morning worship: 52 Sundays annually, 6 a.m. — 2 p.m. (No less
than 125 spaces);
b. Staff parking: weekdays, 52 weeks annually, Monday — Friday, 6 a.m. —10
p.m. (No less than 20 spaces);
c. Holy Days traditionally observed in the Liturgical Year:
i. Annual (varying) dates, depending on the date of Easter Sunday:
1. Ash Wednesday: February or March TBD (No less than 75
spaces 11:30 a.m. — 9 p.m.);
2. Maundy Thursday: last Thursday before Easter (No less
than 75 spaces 11:30 a.m. — 9 p.m.);
3. Good Friday (last Friday before Easter) (No less than 75
spaces 11:30 a.m. — 9 p.m.);
d. Christmas Eve, December 24 (No less than 125 spaces, Noon — 12:00
a.m.);
e. Concert Dates, Second Sundays October — March (No less than 125
spaces from 2 p.m. — 5 p.m.)
2. Temporary Parking. CRA will ensure availability of temporary parking spaces as
follows:
a. Peace will be permitted to utilize the Property (existing parking) for parking
purposes until such time as the CRA begins actual and continuous
construction and requires sole use and control of the Property. Peace
shall indemnify the CRA and the City for liability resulting from Peace's
use.
b. Once Peace can no longer use the Property, the CRA will ensure the
availability of temporary parking within 112 S. Osceola Ave. (the "City Hall
Lot"), 301 Pierce St. (the "CMA Lot"), 28 N. Garden Ave. (the "Garden
Ave. Lot"), and/or 640 Pierce St. (the "MSB Lot") as follows:
i. Sunday morning worship: 52 Sundays annually, 6 a.m. — 2 p.m.
(No less than 125 spaces);
ii. Staff parking: weekdays, 52 weeks annually, Monday — Friday, 6
a.m. —10 p.m. (No less than 20 spaces);
iii. Holy Days traditionally observed in the Liturgical Year:
1. Annual (varying) dates, depending on Easter Sunday:
a. Ash Wednesday: February or March TBD (No less
than 75 spaces 11:30 a.m. — 9 p.m.);
b. Maundy Thursday: last Thursday before Easter (No
less than 75 spaces 11:30 a.m. — 9 p.m.);
c. Good Friday (last Friday before Easter) (No less than
75 spaces 11:30 a.m. — 9 p.m.);
iv. Christmas Eve, December 24 (No less than 125 spaces, Noon —
12:00 a.m.);
v. Concert Dates, Second Sundays October — March (No Tess than
125 spaces from 2 p.m. — 5 p.m.)
c. Should the construction of the garage exceed a period of two (2) years
from the date Seller is required to vacate its temporary parking rights on
the Property, and Seller is not accommodated within the lots enumerated
above in 2(b), the Buyer shall provide an alternative parking location
meeting the requirements set forth above, and if said location is a distance
further than .3 miles (equidistant from Peace to the Garden Ave. Lot or
MSB Lot), the Buyer will provide for a valet service to shuttle parishioners
to and from the Seller's Adjacent Parcel during the enumerated times or
such reduced times as may be agreed upon between the Parties.
3. CRA Covenants. CRA covenants as follows:
a. The ground floor commercial spaces within the garage shall be leased or
otherwise occupied by commercial for-profit entities, unless otherwise
consented to by Seller, which consent shall not be unreasonably withheld,
and the following uses shall be prohibited:
i. Any adult bookstore or other establishment selling or exhibiting
pornographic materials;
ii. Any establishment selling or exhibiting merchandise or
paraphernalia related to the use or production of illicit drugs;
iii. Liquor stores or bars (alcohol may be served in bona fide
restaurants);
iv. Tattoo parlors;
v. CBD or marijuana dispensaries;
vi. Hookah lounges;
vii. Gaming or betting facilities.
b. These restrictions apply only as may be permitted by law.
c. The CRA shall not convey or transfer any interest in the Property until
such time that the Garage is fully constructed and operational and
available for use by Peace pursuant to the CREA, except for lease or
transfer for any commercial uses within the garage as contemplated.
d. Construction Parameters.
i. Subject to the requirements of the Agreement and this Exhibit, the
CRA shall retain ultimate decision making, follow applicable
regulatory processes, and defer to CRA or City Council decision
making, as applicable, however, Peace shall have the opportunity to
present its preferences to the CRA for consideration.
Notwithstanding the foregoing, the garage design shall be in keeping
with the Mediterranean style and original color palette of the historic
1921 sanctuary Seller's Adjacent Parcel.
ii. Seller's existing chiller on the Property ("Chiller") may be moved at
CRA expense to a temporary location during the construction of the
garage. If Seller is not able to connect to the County chilling system,
at Seller expense, then it is anticipated that the CRA would place the
Chiller on the roof of the garage or accommodate it at another
location secured by the CRA — in close proximity, at CRA expense,
without interruption of Peace's cooling capacity or service.
4. Easements. The Parties shall grant mutual easements as follows:
a. Easement in favor of CRA to construct, own and maintain "Covered
Walkway" in a location mutually agreeable to the Parties. This easement
shall survive until such time as the walkway is removed because Seller's
Adjacent Parcel is no longer used for a religious use by Seller.
b. Ingress, Egress (pedestrian and vehicular) and Parking Easement in favor
of Peace on the Property.
c. A Pedestrian ingress, egress easement through the alley in favor of the
Public. A vehicular ingress, egress easement through the alley in favor of
the City and CRA for purposes of repair and maintenance to the garage.
The Parties acknowledge that the entrance to/exit from the garage will not
be located on the East/alley side of the Property.
d. Those certain reservation of easements and grant of easements, and any
other conditions necessitated by the vacation of Division Street as
provided for in Section 37, above, and the related City Ordinance.
Vacated Alley
Per OR 17754-1270
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Lot 8 1
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Lot 23
Lot 9
Lot 10
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Lot 11
1 Lot 22
Lot 21
Lot 12
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Lot 13 vl k I n
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Lot 14 q
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Lot 15
Lot 20
Lot 19
Lot 18
Lot 17
Lot 16
Pierce Street
40' RMI
Legal Description
Lots Sixteen (16) through Lot Twenty (20) in Block "B" of the John R. Davey, et al's Resubdivision of the Earll,
Mumford, Ross and Starr's Subdivision of Clearwater, Florida, according to the plat of said Resubdivision as recorded in
Plat Book One (1), Page Eighty Seven (87), of the public records of Hillsborough County, Florida, of which Pinellas
County was formerly a part.
3
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This is not a survey
CITY OF CLEARWATER
ENGINEERING DEPARTMENT
DRAWN BY
JAB
CHECKED BY
TLM
Exhibit D
Peace Memorial Presbyterian Church
Purchase Contract to the CRA & City
DMO. NO.
L91_2022.17
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SECT-TNNSP-RNG 16 - 293 15E
DATE DRAWN 07/29/2022