WINDWARD REFLECTIONS INC
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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.
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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
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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.
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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.
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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.
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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;
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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
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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
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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.
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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.
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ATTEST:
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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.
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(Seal)
My Commission Expires:
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CITY OF CLEARWATER
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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)
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Expires:
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P"Notill'y Publit.S'tate of FJorida-'
My Commission Expires April 20, 1993
Bonded Th,u Troy fain. Jnsurence lnc.
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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.
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EXHIBIT A
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