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LAND CONTRACT v' ':'> ~ '. ~ , OFFICES OF ,RDS, NODINE, ,KEY. FITE, THOUPSON. p, A, "TItR, FL.ORIDA Ii, . , <J.'~' ....1 ,< I.' ~'J "':' '-, . ,~.(.!. ..' , ,/ ;' i ~..." r / ., LAND CONTRJI.CT THIS AGREEMENT made and enter~d into this ~~~ay of Set fe ~);e r; A.D. 1972, by and between UNITED STATES STEEL CORPORATION of the first part hereinafter called the Vendor, and CITY OF CLEAP~ATER of the second part hereinafter called the Purchaser, WITNESSETH: That in consideration of the mutual promises and covenants herein contained, and One Dollar ($1.00) paid by Purchaser to Vendor, and other valuable considerations passing between the parties hereto, the Vendor agrees to sell and the Purchaser agrees to buy the following described property situate, lying and being in Pinellas County, Florida, to wit: Property described as Tra.ct A on Schedule attached hereto and by reference incorporated herein, consisting of thirty- eight (38) acres, more or less. Property described as Tract C on Schedule attached hereto and by reference incorporated herein, located in the vicinity of Myrtle Avenue Extension, consisting of nine (9) acres, more or less. I 1. The total purchase price of said property shall be the sum of Three Million One Sundred Fifty Thousand Dollars ($3,150,000.00) payable at the times and in the manner following: Twenty per cent (20%), or Six Hundred Thirty Thousand Dollars ($630,000.00), to be paid in cash at the time of closing; Balance to be represented by a promissory note or cther obligation of a type to be designated by the City, secured by a purchase money mortgage covering the'property conveyed pursuant to this contract. The City shall have the right, to designate the type of obligation given by it hereunder so that it will not constitute a general obligation of the City payable from ad valorem taxes and shall not constitute a pledge of the full faith and credit of the City, but shall De payable from such funds as the City may designate. Said note or other 02:2 . . obligation shall bear interest at the rate of 3.2% per annum during the first year, 3.5% per annum during the second year, 3.75% per annum during the third year, and 4% per annum after the third year, which interest shall be income tax free to Vendor, as evidenced by proper opinion of counsel to be provided by the Purchaser. Said note or other obligation shall provide for equal annual principal payments beginning one (1) year from the date of closing, plus interest in an amount sufficient to retire said obligation within not more than five (5) years from the date of closing. Purchaser shall have the right to prepay said obligation without penalty or to pay cash at closing. The Purchaser shall have the right at its option to delay ~he conveyance of title hereunder for the purpose of protecting the ability of the Purchaser to participate in a Federal grant. In such event the Purchaser shall pay to the Vendor the cash payment of Six Hundred Thirty Thousand Dollars ($630,000.00) and shall continue as a contract purchaser hereunder. 2. As additional consideration for the property to be conveyed hereunder, the Purchaser covenants and agrees to furnish to the Vendor fill dirt to be placed upon remaining property owned by the Vendor on Sand Key at the location marked D on the map attached hereto. Said fill dirt shall be of a quality suitable for filling said property in order to permit the conventional construction of buildings thereon. The Purchaser shall furnish a total of six hundred thousand (600,000) cubic yards of such fill dirt to said designated location on or before December 31, 1973. At any time prior to December 31, 1973, the Vendor shall have the right to remove sand for fill dirt purposes from the area designated as Area E on the map attached hereto, which removal shall be at the sole expense of the Vendor. Any fill dirt removed by the Vendor at its expense shall be credited against the total of six hundred thousand (600,000) cubic yards which the City is obligated to provide hereunder. In LAW OFFICES OF the event that the Purchaser cannot deliver all of the fill dirt RICHARDS, NODINE. GILKEY, FIlE, t,l~YER a THOMPSON, p, A -2- CLEA.RWATER. FLORIDA. ....;'C'.::> ,. ,. ''''? . , required under this paragraph on or before Dece~ber 31, 1973, the parties shall endeavor to agree upon a mutually satisfactory extension of time for delivery thereof. In the event that the parties cannot agree upon such extension, the Purchaser shall be obligated to pay to the Vendor an amount equal to One Dollar ($1.00) for each cubic yard of fill dirt not so delivered. Said additional obligation shall be added to the indehtedness secured by the purchase money mortgage described in paragraph 1, shall be payable on the same terms as said remaining indebted- ness and shall be secured by said purchase money mortgage. This covenant shall survive the closing of this transaction. 3. In addition to the property described as Tract A, consisting of thirty-eight (38) acres, the Purchaser shall have the option of purchasing from the Vendor that additional tract described as Tract B on the Schedule attached hereto and by reference incorporated herein, consisting of twenty- two (22) acres, more or less, upon the following terms and conditions: (a) The purchase price for said Tract B shall be computed at the rate of Two Dollars and Thirteen Cents ($2.13) per square foot of property included in said Tract B, plus an amount equal to one-half (1/2) of the difference between said $2.13 figure and the average sales prices of all cont~acts with other purchasers or bona fide offers from other prospective purchasers for portions of Tract B which have been received by Vendor prior to November 10, 1972. By way of illustration, if the average sales price of all contracts or bona fide offers received by the Vendor from other persons for sales within said Tract B is $4.13 per squar~ foot, then the option price of said Tract B to the Purchaser herein shall be $3.13 per square foot. (b) If the Purchaser desires to exercise its option to purchase Tract B, then it shall notify the Vendor to that LAW OFFICES OF RICHARDS. NODINE. effect at some time bet~.,een November 10, 1972, and NoveMber GILKEY. FITE. MEYER a. THOMPSON. P. A. - 3- o CLEA(qWATER, FLOR:OA. LAW OFFICES OF RICHARDS. NODINE. GILKEY. FITE. MEYER a. THOMPSON. P. A. CLEARWATER. FL.ORIDA . . 15, 1972. (c) If the Purchaser exercises its option to purchase Tract B, then the terms and conditions of the sale of the same shall be identical to those set forth in this Contract with respect to Tract A, that is to say, there shall be a down payment made at the time of closing of twenty per cent (20%) of the purchase price of said Tract B, and the balance shall be represente by a promissory note or other evidence of indebtedness and secured by a purchase money mortgage, suhject to all of the terms and conditions set forth herein with respect to said Tract A. 4. This Contract is being entered into as the result of extensive negotiations between the Vendor and the Purchaser, constituting the governmental body most directly involved with this property and primarily responsible for supervising its use or development. In the event that any litigation should be instituted or joined in by the Trustees of the Internal Improvement Fund of the state of Florida, or any other govern- mental body or official or public agency seeking to condemn any portion of the Sand Key property owned by the Vendor or claiming any public interest or ownership in, or restriction upon use of, the entire Sand Key property owned hy the Vendor, at any time prior to the closing of this transaction, the Vendor shall have the right to cancel this Contract at any time prior to closing and be relieved of all further liability hereunder. 5. In consideration of this contract, Purchaser covenants and agrees, for a period of ten (10) years from the date of the closing of this transaction, not to institute Or join in any action for the condemnation or taking by eminent domain of any of the additional property owned by the Vendor on Sand Key at that time. This covenant shall survive the closing of this transaction. 6. The property to be conveyed hereunder shall be conveyed subject to the rights, if any, of the plaintiffs in that certain -4- ':.;;.~. :'- . , LAW OFFICES OF RICHARDS. NODINE. GILKEY. FITE. M EYER a: THOMPSON. P. A. o ~L.EAR.WA.TER. FLORIDA I' I ~ . , law suit brought by Save Sand Key, Inc. against the. Vendor, being Civil Suit No. 37354 in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida, which suit is now under appeal in the Court of Appeal for the Second District of the State of Florida. The property shall also be conveyed subject to the follm.,ing restrictions on its use, which restrictions shall be incorporated in the deed given by the Vendor to the Purchaser, to wit: a. For a period of twenty-five (25) years from the date of the closing of this transaction, the Purchaser shall not resell any of the property acquired hereunder to any person or organization except the County of Pinellas, State of Florida or the United States of America. b. In the event that the Purchaser does not execute its option to purchase Tract B, it agrees that the following restrictions will be observed with respect to Tract A: (1) No buildings will be constructed thereon except for public purposes. (2) No building shall be constructed west of Gulf Boul~vard more than one (1) story in height. (3) No building shall be constructed east of Gulf Boulevard more than blO stories in height. . (4) The Purchaser will establish roads and parking lots only at the locations shown on the map attached hereto and will landscape all parking lots and provide pedestrian ingress and egress across the same for the benefit of the general public including the owners and users of Tract B. The Purchaser will also provide vehicular access on the east side of Tract B to the city road to be constructed adjacent thereto. 7. The parties hereto have jointly sponsored a jetty study being performed by the University of Florida under the direction of Dr. Dean. When these studies are completed and construction of the jetty has been approved by all necessary governmental bodies with sufficient data at hand to establish -5- ;4~W"';;"-' "~~4';"" ~';';'~;:"';"''';' ...../',:;:...:. " , LAW O....ICItS OF RICHARDS. NODINE. GILKEY. FITE. EYER a. THOMPSON. P. A. o CLI[ARWATi:R. "LORIDA ."....;.:,;'_,_..', c. ,,~".:'::, ;",,:,,'''''_:''_.' A,''''''';,j,-:,~; :.-....,.. p . . the cost of construction thereon, it is agreed that the Vendor will discuss with the Purchaser such participation in the financin i of the c9nstruction cost of the jetty as the benefits to the then- owned property of the Vendor justifies. This Covenant shall sur- vive the'closing of this transaction. 8. IN CONSIDERATION 'iHEREOF the Vendor promises and agrees to convey to the Purchaser by good and sufficient warranty deed containing full covenants of warranty a fee simple insurable title to the real estate above described, free and clear of all encumbrances except as herein otherwise provided and except as follows: all easements and rights-of-way; any and all rights of the County of Pinellas, State of Florida, and the Federal Government. in, to or on any land below the mean high water mark of the property covered by this Contract, and all waters surrounding the said property or any bulk head lines or navigationa rights in said waters. 9. The Vendor agrees to deliver to the Purchaser, as' soon as the same can be obtained with r~asonable diligence, a written commitment issued by som8 recognized title insurance company doing business in the State of Florida binding that company to insure the title in the Purchaser upon the consum- mation of this agreement. Said title insurance company shall agree to eliminate the survey exception, provided the Purchaser furnishes a current survey the cost of which is to be borne equally by the purchaser and the Vendor. In the event that the title of the Vendor is not insurable, the Vendor shall have a reasonable time thereafter to perfect the title and will in good faith exercise due diligence to do so; and if the defects are not cured within a reasonable time, then the Purchaser may demand a return of all earnest moneys paid by him and cancel this contract, or waive the defects and accept the property without deduction on account of said defects. 10. Parties agree to prorate real estate taxes as of the date of closing. -6- >! , . . L.AW OFFICES OF RiCHARDS. NODINE. GI LKEY. FITE. MEYER a. THOMPSON. P. .,. CLEARWA..T.ER. FLORIOA , \ ' ~ . . 11. This sale shall be closed as soon as title insurance commitment has been issued, and Vendor's title found to be as herein represented; and in any event the sale shall be closed not later than January 31, 1973. The time of closing shall be of the essence hereof. 12. The Purchaser shall be permitted to go into possession of the property covered by this contract on closing. 13. Required documentary stamps shall be placed on the deed by the Vendor. In the event that a purchase money mort- gage is taken by the Vendor as a part of the purchase price, the intangible tax thereon shall be paid by the Vendor, and required documentary stamps on the note secured thereby shall be paid for by the Purchaser. 14. In the event that it becomes necessary for either party to enforce this contract by legal proceedings, then all costs of such proceecings, including a reasonable attorney's fee, shall be paid by the defaulting party. 15. The Purchaser shall have the right to assign its inter- est under this Contract only to the County of Pinellas, State of Florida or the United States of America. IN WITNESS ~~EFEOF, the parties have caused these presents to be executed the day and year first above written. UNITED STATES STEEL CORPORATION BY~ Pres . ent, USS ~~~eveloprnent Division ATTi: tL r- J Ass~ecretary Approved as to form & correctness: ~~ City Attorney' CITY By Acting VENDOR W -7- - ...."..... -. 1.,." ". .'