ADDENDUM TO LAND CONTRACT (2)
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ADDENDUM TO LAND CONTRACT
THIS ADDENDUM TO LAND CONTRACT made and entered into this
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v ~day of Jan~ar~, A.D. 1973, by and between the UNITED STATES
STEEL CORPORATION of the first part, hereinafter called the
Vendor, and CITY OF CLEARWATER, FLORIDA, of the second part,
hereinafter called the Purchaser;
WIT N E SSE T H:
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 parties hereto agree to amend a certain
Land Contract entered into the 18th day of September, A.D. 1972,
between the parties hereto, which said amendments shall super-
sede the covenants therein wherein there is a conflict; otherwise
all covenants in the original Land Contract shall be binding
and shall extend and survive until the closing of Parcel 5 as
set out below, unless otherwise indicated in said Land Contract
to be for a greater ~eriod, and the parties further agree as
follows:
1. The Purchaser and Vendor mutually agree that the title
to the entire property consisting of Tracts A, B, C and Area
E shall be divided into seven (7) separate parcels numbered
Parcels 1, 2, 3, 4 and 5, and Tract C and Area E, according
to the attached survey, marked Addendum Exhibit 1.
2. The parties hereto mutually agree that after applying
the formula contained in Paragraph 2, subsection (a) of the
original Land Contract that the total purchase priye of the
acquisition is $6,325,200.00.
3. The parties hereto mutually agree that there shall
be up to five (5) separate closings on Parcels 1 through 5 over
a period of four (4) years with the Purchaser having the option
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to close at any time without penalty on all or any of the said
tracts within the next four (4) years from the date of first
closing, provided that Purchaser may only close upon the parcels
shown on Addendum Exhibit 1 in numerical order commencing with
Parcell, then Parcel 2, Parcel 3, Parcel 4 and ParcelS. The
first closing on Parcell, as described in Addendum Exhibit
1, shall be on January 31, 1973, or as agreed upon by the parties
hereto should an extension of time prove necessary, and the
purchase price of $1,340,000.00 is hereby assigned to Parcel
1, which purchase price is due and payable in full at the time
of closing. Parcel 2 shall be closed on or before December
31, 1973, at a purchase price of $1,246,300.00, at which time
interest as provided in Paragraph 7 shall be paid. Parcel 3
shall be closed on or before December 31, 1974, at a purchase
price of $1,246,300.00, at which time interest as provided in
Paragraph 7 shall be paid. Parcel 4 shall be closed on or before
December 31, 1975, at a purchase price of $1,246,300.00, at
which time interest as provided in Paragraph 7 shall be paid.
ParcelS shall be closed on or before December 31, 1976, at
a purchase price of $1,246,300.00, at which time interest as
provided in Paragraph 7 shall be paid.
4. The parties hereto mutually agree that at the closing
of Parcel 1 a Quit Claim Deed shall be given to the Purchaser
by the Vendor for Tract C and Area E and that the provisions
concerning Area E with respect to the Purchaser's furnishing
fill shall survive this closing as contained in Paragraph 2
of the original Land Contract. The consideration for Tract
C shall be included in the consideration for Area E.
5. At the time of the closing on each of Parcels 1, 2,
3, 4 and 5, the Vendor shall give a Warranty Deed and title
insurance shall be furnished both reflecting an insurable title,
free and clear of any encumbrances, except as specified in the
original Land Contract, and except for the rights, if any, in
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the public in the so-called "dry sand" area, according to the
attached survey marked Addendum Exhibit 1. The said title insurance
commitment shall be delivered as soon as possible before each
closing, but in any event within a reasonable time prior thereto.
6. It is mutually agreed between the parties hereto that
taxes of any kind levied and/or assessed against Parcels 2,
3, 4 and 5 shall be pro-rated as of the date of the closing
of Parcel 1 and that the Purchaser shall be liable for any and
all taxes assessed against the property or any other costs from
that date through the next succeeding four (4) year period,
or until all parcels are acquired by Purchaser or the Land Contract
and the Addendum have been otherwise terminated, and shall pay
the same promptly when presented with the tax bills.
7. It is mutually agreed between the parties hereto that
as far as the payment of the balance of the total purchase price
is concerned the Purchaser shall be considered to be a contract
purchaser in possession and the Purchaser shall pay to the Vendor,
based upon the unpaid balance of the total purchase price of
the acquisition, as indicated in Paragraph 2 hereof, sums of
interest as indicated herein. If, prior to December 31, 1973,
the Purchaser can secure a ruling acceptable to the Vendor from
the Internal Revenue Service that the interest is tax free,
then interest is calculated and paid on the tax free schedule
shown below; otherwise the interest is calculated and paid on
the taxable schedule shown below. In the event that interest
as provided for herein shall not be paid when due or any of
said parcels shall not have been closed in accordance with the
schedule set out in Paragraph 3 hereof, unless an extension
shall have been agreed upon, the Land Contract and Addendum
thereto shall terminate and the license granted to the Purchaser,
as set out in Paragraph 8 hereof, shall expire and Vendor shall
be entitled to immediate and exclusive possession of the remaining
unconveyed parcels.
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Interest Schedule
Nontaxable
Schedule
Taxable
Schedule
Interest to be paid to
Vendor by Purchaser on
or before December 31,
1973
3.2%
6.154%
Interest to be paid to
Vendor by Purchaser on
or before December 31,
1974
3.5%
6.731%
Interest to be paid to
Vendor by Purchaser on
or before December 31,
1975
3.75%
7.212%
Interest to be paid to
Vendor by Purchaser on
or before December 3l'~IJ
1976 auJ 1~77, rC3pcc-~~~
~y, and thereaftert-r'~J
if necessary
4.00%
7.692%
8. The parties hereto mutually agree that upon closing
of Parcell, the Purchaser shall have a license for right to
exclusive use and control of the land described in the remain-
ing unconveyed parcels. The Purchaser, in return for such license,
agrees to assume all risks, costs and liabilities of whatever
kind in connection with said parcels and to hold Vendor harmless
from all such risks, costs and liabilities. It is further agreed
that any improvements placed on the remaining unconveyed parcels
during the term of the licensed use thereof shall be subject
to the prior approval of the Vendor, which approval shall not
be unreasonably withheld, and shall be placed on the property
at the purchaser's risk and that should the purchase arrangements
and closings thereon be not completed in accordance with the
terms of the Land Contract and Addendum thereto, that any such
improvements placed thereon shall become and remain the property
of the Vendor. This covenant shall survive the closing of Parcel
1.
IN WITNESS WHEREOF, the parties hereto have caused these
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presents to be executed the day and year first above written.
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Attest:
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-'Assi.stant Secreta , United
states Steel Corporation
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UNITED STATES STEEL CORPORATION
BY~~
As~resident of USS Realty
Development Division
VENDOR
:;7P7/;r;t
'City Manager
FLORIDA
Approved as to f & Attest:
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City Attorney ,
DPT:cao
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PURCHASER
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