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WINDWARD REFLECTIONS INC " ....... / " // J I / OPTION TO PURCHASE REAL ESTATE THIS AGREEMENT is entered into thi s t.S[!--day of between the CITY OF CLEARWATER, hereinafter referred to as , 1991, or Seller, as the case may be, and Windward Reflections, Inc., a corporation, with its principal office located in Pinellas County, Florida, hereinafter referred to as Optionee or Buyer, as the case may be: WITNESSETH: A. OPTION TO PURCHASE. In consideration of $10.00 ($10.00), receipt of which is acknowledged, Optionor does hereby offer to sell and convey to Optionee the real estate described herein on the terms and conditions hereinafter set forth. This offer shall be continuing and irrevocable until five o'clock p.m. on the 1st day of July, 1993, and the Optionee shall have the exclusive and absolute power to accept this offer on or before said hour and day. B. EXERCISE OF OPTION. If the Optionee shall elect to accept said offer and purchase said property, it shall signify and declare such election and acceptance by written notice thereof to Optionor on or before expiration of the option period provided for in paragraph A; however, the Optionee shall not give notice of the acceptance of the offer prior to the 1st day of May, 1993. Thereupon, and not otherwi se, the foll owi ng contract for the sal e and purchase of said property shall be in full force and effect and the Optionor and Optionee shall perform the terms and conditions thereof. C. OPTION ASSIGNABLE. The opti on herei n granted by Opti onor to Optionee may be assigned by Optionee to William L. Jacobsen, 17000 Patterson Road, Odessa, Florida 33556. D. NOTICES. Paragraph 6.03 of the following Contract relating to notices, is incorporated by reference in this option and is part hereof with the same effect as if fully set forth herein. E. USE OF PROPERTY BY OPTIONOR. Duri ng the term of thi s option agreement and, if the option is exercised, until the date the option is exercised, the Optionor or Seller shall have the continuing right to use the property as a site to dispose of treated municipal waste water plant sludge. -1- /:L,:-002'-~ @) / >' I I Seller does hereby warrant that its past use, its current use and its future use during the option period will not, in itself, materially adversely effect buyers use and residential development upon exercise of this option. The interest to be pai d by Buyer to Sell er upon the purchase price of the property, as provi ded, shall be deemed consi derati on for the di scontinuati on of such use of the property by Seller between the exercise of the option and the closing date. CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE THIS CONTRACT is entered into between Seller and Buyer as of the date of the above option is exercised by the Optionee in accordance with the terms and conditions of said option: WITNESSETH: ARTICLE 1. AGREEMENT TO SELL AND BUY AND DESCRIPTION OF PROPERTY 1.01. The Seller agrees to sell and the Buyer agrees to buy, upon the terms and conditions herein set out, the land described in Exhibit A attached hereto: Subject to taxes, zoning and other requirements imposed by governmental authority, restrictions and easements of record, if any, and further subject to the restrictions expressly set forth in this agreement as restrictions intended to survive closing and to become restrictions of record. ARTICLE 2. PRICE AND METHOD OF PAYMENT 2.01. The Purchase Price for said property shall be the sum of one million forty-five thousand dollars ($1,045,000.00), payable by Buyer to Seller in cash at closing, subject to adjustments and prorations, plus interest. 2.02. The $1,045s000 purchase price will bear interest from the date of exercise of the option to purChase until closing. The interest rate shall be the New York prime interest rate as published in the Wall Street Journal. ARTICLE 3. REQUIREMENTS OF CLOSING Time of Closing 3.01. This sale transaction shall be closed at the office of the Attorney for the Seller, or a title insurance company selected by the Buyer, thirty (30) days following the exercise of the Option to Purchase contained herein, or if said day be a Saturday or Sunday or a legal holiday then on the next bu s i ness day, or if the condi ti ons of the contract then requi re, or the -2- I I convenience of the parties reasonably demands, as soon thereafter as can be mutually arranged between the parties. Conditions of Closing 3.02. The closing of this transaction and the Buyer's obligation to purchase the property pursuant to the contract, are conditioned upon: Good Title (1) The conveyance to Buyer of a good and marketable title to the property described in Articl e 1.01 hereof shall be subject, however, to the rights reserved in paragraphs (2), (3) and (4) hereof. General Exceptions (2) The conveyance of said property shall also be subject to all restri cti ons, easements, condi ti ons, reservati ons, 1 imitati ons, zoni ng ordinances and taxes and assessments, both general and special, for the year of closing and subsequent year, as evidenced, to the extend applicable, by a customary form of title insurance commitment and policy to be issued to Buyer and paid for by Buyer in connection with such closing. Certain Rights Reserved (3) As required by Section 270.11, Florida Statutes, Seller reserves unto itself and its successors in interest an undivided three-fourths (3/4) interest in, and title to, an undivided three-fourths (3/4) interest inall of the phosphate, mi neral s, and metal s that are or may be in, on, or under the real property described herein, and an undivided one-half (1/2) interest in all the petroleum that is or may be in, or under said property with the . privilege to mine and develop the same. Delivery of Possession (4) Delivery of possession of said property shall be made to Buyer immediately upon closing, and closing shall mean the delivery and transfer of legal title. Prorations 3.03. There shall be prorated between Seller and Buyer on the basis of thirty (30) day months, as of the day before the date of closing, any real estates taxes levied or assessed against the property for the year of closing. -3- I I -4- I I 4.04. Compliance with Laws. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the property. Performance of this Contract will not result in any breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the property under any agreement or other instrument to which Seller is a party or by which Seller or the property might be bound. 4.05. Pending Litigation. There are no legal actions, suits or other legal or administrative proceedings, including condemnation cases, pending or threatened condemnation or simil ar proceedings affecting the property or any porti on thereof, nor has Sell er knowl edge that any such acti on is presently contemplated. 4.06. No Special Assessments. No portion of the property is affected by any special assessments, whether or not constituting a lien thereon. 4.07. Leases and Contracts. The Seller warrants and represents to the Buyer that as of the date of this Contract, there are no leases affecting the property or any party thereof. 4.08. Excavation and Dumping of Refuse. Seller warrants and represents that it has not performed and has no knowledge of any excavation, dumping or burial of any refuse materials of any nature whatsoever on the property other than treated municipal waste treatment plant sludge as permitted by the Florida Department of Environmental Regulation and said sludge will not impede or adversely effect residential development. 4.09. Survival of Representations and Warranties. The representations and warranties set forth in this Article 4 shall be continuing and shall be true and correct on and as of the cl osi ng date wi th the same force and effect as if made at that time, and all of such representations and warranties shall survive the closing and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. The Buyer must satisfy itself as to the validity of these representations and warranties at least thirty (30) days prior to closing. ARTICLE 5. MISCELLANEOUS No Assignment of Contract 5.01. This Contract may be assigned by Buyer to William L. Jacobsen. -5- I I Survival of Covenants 5.02. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties pertaining to a period of time following the closing of the transactions contemplated hereby, shall survive the closing and shall not be merged therein. Notice 5.03. Any notice required or permitted to be delivered hereunder may be sent by United States certified mail, postage prepaid, return receipt requested, addressed to Seller or Buyer, as the case may be, to the Seller by notice to City Manager, City of Clearwater, P. O. Box 4748, Clearwater, FL 34618, and to Buyer by notice to Windward Reflections, Inc., P. O. Box 4989, Clearwater, Florida 34618. What State law Applicable 5.04. This Contract shall be construed under and in accordance with the laws of the State of Florida. All obligations of the parties created hereunder are performable in Clearwater, Florida. legal Construction 5.05. In case anyone or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if such i nva1 i d, ill ega 1, or unenforceabl e provi si on had never been contai ned herei n. Prior Agreements Superseded 5.06. Th i s Contract constitutes the sol e and only agreement of the parti es hereto and supersedes any pri or understandi ngs or written or oral agreements between the parties respecting the aforesaid subject matter. Time of Essence 5.07. Time is of the essence of this Contract. Descriptive Heading 5.08. The descriptive headings used herein are for convenience only and are not intended to necessarily refer to the matter in sections which precede or follow them, and have no effect whatsoever in determining the rights or obligations of the parties. -6- I I Successors in Interest 5.09. This Contract shall be binding upon the parties hereto and their successors in interest. No Brokers 5.10. Each party affi rmative1y represents to the other party that no brokers have been involved in this transaction and that no broker is entitled to payment of the real estate commission because of this transaction. Contract Recordable 5.11. (a) This Contract shall be recordable in the public records of Pine11as County at the election and expense of Buyer but only if prior to any such recording Buyer shall deliver to Pine11as County Title Company as escrow agent of Seller, a quitclaim deed to be held in escrow by said escrow agent pursuant to the terms of a written escrow receipt with the quitclaim deed to be delivered to Seller upon the occurrence of either of the following events: 1) expiration of the Option to Purchase Real Estate without acceptance by Buyer; I 2) failure to close on the Contract for the Sale and Purchase of Real Estate within ninety (90) days following acceptance thereof by Buyer. (b) This Contract shall be deemed a record available for public inspection in the offices of the Seller pursuant to the Public Records Law of Florida. 5.12. (a) Engineering Plan and Studies Upon the exec uti on hereof, Sell er shall furni sh to Buyer copies of all engineering plans, drawings, surveys, environmental test results and economic and financial studies which Seller has, if any, relating to the property, and all such information may be used by Buyer in such manner as it desires; provided, that in the event Buyer fails to purchase the property for any reason other than Seller's default, all such information shall be returned to Seller together with any information that Buyer may have obtained with respect to the property. (b) Seller grants permission to, and agrees to allow the Buyer or its authorized representatives the right to enter the property for the purpose of making surveys, topographical surveys if required, soil tests, soil borings, soil analysis, or any other items which may be required by preliminary engineering studies, or the appropriate Governmental Planning and Zoning Board. In this respect, Buyer or its authorized representatives, agree -7- I I that no borings or tests shall be made under exi sting improvements, or in any way which will damage existing improvements. Buyer hereby agrees to hold Seller harmless from any damages or liabilities arising from injuries caused by Buyer, its agents or representatives in pursuing the activities permitted under this Section. Mechanics, Materialmen's, Tax and Other Liens 5.13. (a) Prohibition Against Liens. Buyer shall not suffer or permit any mechanics' liens, materialmen's liens, tax or other liens to be filed agai nst the property by reason of any work, 1 abor, servi ces, taxes or materials supplied or claimed to have been supplied for or to the property or the Buyer. (b) Removal of Liens by Buyer. If any such mechanics' liens, materialmen's liens, tax lien or other lien shall be recorded against the property or any improvements thereon, Buyer shall cause the same to be removed or, and in the alternative, if Buyer in good faith desires to contest the same, Buyer shall be privileged to do so provided Buyer complies with the I provi si ons of paragraph (C) hereof sand i ndemnifi es and saves Sell er and Seller's said property harmless from all liability for damages occasioned thereby and shall, in the event of a judgment of foreclosure upon said lien, cause the same to be discharged and removed prior to the execution of such judgment. (c) Security Against Lien Foreclosure. If any 1 i en shall be recorded aga ins t the property and Buyer des i res to contest the same rather than immediately discharge said lien, Buyer shall within ten (10) days give security against a judgment of foreclosure upon such lien on said property by delivering to Seller an unconditional and irrevocable Letter of Credit issued by a bank acceptable to Seller doing business in Pinellas County, Florida, wherein the bank in said Letter of Credit agrees to pay 100 percent of the sum necessary to discharge any judgment of foreclosure of any lien filed against sai d property pri or to the executi on on any such judgment. In lieu of a Letter of Credit as provided in this paragraph, Buyer may, within ten (10) days after receipt of notice of the filing thereof, either satisfy the said lien or post a bond with the Clerk of Court as security for the lien pursuant to the provisions of Chapter 713, Florida Statutes. -8- I I Radon Gas Notice 5.14. 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 guideline have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from Pinellas County Health Department. IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above written. WINDWARD REFLECTIONS, INC. ~ By: ~ ~ ' ~ preSid nt ATTEST: 'k~ t. ~ ~ f1reZ~/;:J OPTIONEE/BUYER STATE OF FLORIDA) PINELLAS COUNTY ) On this Lday of tU_~-.'L , 19~f, before me, a Notary Public in and for said county~ lppeared -r.T.&A-1R..... and t<D )(' ~. H-1t--e-~ , personally known to me who fi rst by me bei ng sworn did say that they are the President and Secretary respectively of Windward Reflections, Inc., and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors and said President and Secretary acknowledged said instrument to be the free and voluntary act and deed for said corporation. IN TESTIMONY WHEREOF, I have hereunto affixed my name and official seal at (.,L--e-~~ ,'Florida, this {rrt-- day of M .- , 1911. I (Seal) My Commission Expires: I" , ,~ ' ;,,'-' ~ I[~"'nt~ '_1.: ~ 1'))4 _';:U. <~- ,...,;~,. . ,.:-......:: - ~ -9- . . I I CITY OF CLEARWATER BY~ . ... .. - ~ ... -- ATTEST: ~ - r -, ~. 8-Gc~. ~. '-"-- .; .. U Ci ty GJ.:~~_ __c..'<"'" OPTIONOR/SELLER - , ., -'7 .....'-. STATE OF FLORIDA ) PINELLAS COUNTY ) On this 12-~ay of ~, , 19~, before me a Notary Public in and for said co~nty, 6Zpeared Rita Garvey, Michael J. Wright, M.A. Galbraith, Jr., and Cynthia E. Goudeau and personally known by me, who did say that they are the Mayor-Commissioner, City Manager, City Attorney, and City Clerk respectively, of THE CITY OF CLEARWATER, this day acknowledged before me that they executed the foregoing Option to Purchase Real Estate as such officials and I FURTHER CERTIFY that I know the said persons making said acknowledgments to be the individuals described in and who executed the same Option to Purchase Real Estate. (Seal) J111(b~~ Expires: ./ P"Notill'y Publit.S'tate of FJorida-' My Commission Expires April 20, 1993 Bonded Th,u Troy fain. Jnsurence lnc. -10- '" ~ . ~. ,J I c, ",,~ I J' t~~' , ',',' I~'l"." ,~j;lf 'ir ~~1: ,\!~ I: i [!I"" 'I' "i"ln.,;' 1 . 'f I F It,',..: ~ ,H. 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'1 ."\,,':':!", " , , Part of the Southeast 1/4 of Section 19, Township 27 South, Range 17 East, and part of the Southwest 1/4 of Section 20, Township 27 South, Range 17 East, in Keystone Park Colony, as recorded in Plat Book 5, Page 55, of the public records of Hillsborough County, Florida, all lying and being in Hillsborough County, Florida, said parts being more particularly described as follows: Beginning at the Southeast corner of said Section 19, also being the Southwest corner of said Section 20, run thence S 89024'37" w. 1779/66 feet along the South boundary of the aforesaid Southeast 1/4 of Section 19, thence leaving said South boundary N 00001100" E, 2639.35 feet along a line parallel with the common boundary of said Southeast 1/4 of Section 19 and said Southwest 1/4 of Section 20, thence S 89024'37" E, 909.10 feet to a point on the centerline of Patterson Road, thence N 02040'50" E, 2.89 feet along said centerline of Patterson Road to a point on the North boundary of said Southeast 1/4 of Section 19, thence N 89022121" E, 2688.64 feet along said North boundary to the Northeast corner of said Southeast 1/4 of Section 19 also being the Northwest corner of said Southwest 1/4 of Section 20, thence S 89030'2411 E, 1394.00 feet along the North boundary of said Southwest 1/4 of Section 20, thence leaving said North boundary S 00001'00" W, 2644.17 feet along a line parallel with the aforesaid common boundary of the Southeast 1/4 of Section 19 and the Southwest 1/4 of Section 20 to a point on the South boundary of said Southwest 1/4 of Section 20, thence N 89029159" W, 1394.00 feet along said South boundary to the POINT OF BEGINNING. ,,, EXHIBIT A \ ,) '. ~ ' '. /.',' '., ..r! .. i"I'~"itJ:,:' _"","",tn'. 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