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W H WOLFE JR AND JODY R WOLFE , ... CONTRACT FOR PURCHASE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA ("Contract") PARTIES: W. H. Wolfe, Jr. and Jody R. Wolfe, each being the owner and holder of an undivided one-half interest (herein "Seller"), of 535 Rogers Street, Clearwater, Florida 33756, Phone: (727) 461-2262, and the CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein "Buyer" or "City") of P. O. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: Earl Barrett, Real Estate Services Manager, Phone: (727) 562-4754, (collectively "Parties") hereby agree that the Seller shall sell and Buyer shall buy the. following real property ("Real Property") and personal property ("Personalty") (collectively "Property") upon the following terms and conditions. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT. .... Time periods of 5 days or less shall be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday, Sunday or national legal holiday shall be extended until 5:00 P.M. of the next business day. 1. EROPERTY DESCRIPTION OJ -2. q - / J~7r5j/.2 5' - c c ( - ( C:; 0 LEGAL DESCRIPTION: STEVENSON'S CREEK SUBDIVISION, lots 3 through 15 lESS road right-of-way, as recorded in Plat Book 21, Page 83 of the Public Records of Pinellas County, Florida, 167,000 square feet (3.83 Acres, more or less) of "upland" (all lands within subject lots extending beyond 3.5 feet above mean high water). PERSONALTY: NONE BEING CONVEYED - VACANT PROPERTY 2. FIJI L PIJRCHAS!;: PRICE ................................. ................................................,..........,.$ 35000000 3. MA~NER OF PA'(MFNT: City of Clearwater check in U.S. funds at time of closing.................., $ 350,00000 4. DETFRMINATION OF PIJRCHASF PRICF The Full Purchase Price as shown herein has been reached through negotiations with the Seller by [X] City staff [ ] Broker acting as Agent of the [X] City [ ] Seller. The Price is based on: [A] Appraisal of the real property performed for the City by a Florida certified real estate appraiser. The market value of the Real Property's fee simple interest was determined to be $265,000.00 by Mark Sawyer, MAl, Sawyer Realty Group, Inc. on May 23,1999. [B] Appiaisal of the real property performed for the Seller by a Florida certified real estate appraiser. The market value of the Real Property's fee simple interest was determined to be $385,000.00 by Richard Tobias, MAl, Valuation Services, Inc. on July 1,1999. 5. TIMF FOR ACCFPTANCE; APPROVALS Following execution of this contract by Seller, the price, terms and conditions as contained herein shall remain unchanged and be held unconditionally open for a period of 45 days following delivery in duplicate original to Earl Barrett, Real Estate Services Manager of the City of Clearwater for acceptance and approval, counter offer, or rejection by action of the Clearwater City Commission ("Commission"). If this agreement is accepted and approved by the Commission, it will be executed by duly authorized City officials and delivered to Buyer within 10 days thereafter, If this contract is rejected by the Commission upon initial presentation to the Commission, this contract shall be null and void in all respects and Buyer shall be so informed in writing within 5 days of such action. 6. IIILE Seller warrant:> !zga! capacityto and shail col'rvey markelable:itIe to the Propeliy by Statutory Warranty, Trustee's, Personal Representative's or Guardian's Deed, as appropriate to the status of Seller, subject only to matters contained in Paragraph 7 acceptable to Buyer. Otherwise title shall be free of liens, but subject to covenants, restrictions and public utility easements of record. Property taxes for the year of closing shall be collected from Seller and paid to date of closing. Other matters which title will be subject: NONE; provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property for institutional purposes, specifically: a nature park. Seller warrants and represents that there is ingress and egress to the Real Property sufficient for the intended use as described herein. Page 1 of 5 ftl ; ;, ;,/ I)' ,i ' (I! / r) :( <.. . ~ 7. TITI F E\(IDENCE , Seller shall, at Seller expense and within 10 days prior'to closing date deliver to Buyer a title insurance commitment issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or qualifications set forth in this Contract, and those which shall be discharged by Seller at or before closing, 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, Buyer shall, within 3 days thereafter, notify Seller in writing specifying 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 or withdrawing from this Contract Seller will, if title is found unmarketable, make diligent effort to correct defect(s) in title within the time provided therefore, including the bringing of necessary suits. 8. SURVFY Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor. If survey shows any encroachment on Real Property, or that improvements located on Real 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 Chapter 61 G 17 -6, Florida Administrative Code and may include a description of the property under the Florida Coordinate System as defined in Chapter 117" Florida Statutes. 9. CLOSING PLACE AND DATF Seller shall designate closing agent and this transaction shall be closed in the offices of the designated closing agent in Pinellas County, Florida, on or before 75 days following the Effective Date, unless extended by other provisions of this contract 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 ~ days without effect upon any other term, covenant or condition contained in this contract 10. CLOSING DOCUMENTS Seller shall furnish deed, bill of sale (if applicable), mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective instruments. 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 to the requirements of local law. Buyer shall furnish closing statement 11. CL OSING FXPENSFS Documentary stamps on the deed, unless this transaction is exempt under Chapter 201,24, Florida Statutes, shall be paid by the Seller. Seller shall also pay the costs of recording any corrective instruments. Buyer shall pay recordation of the deed. 12. PRORATIONS; CRFDITS 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 fror;n 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. Any deposits held by Seller in trust for third parties in occupancy of the Property shall be credited to Buyer at time of closing. Seller shall pay assessments for any improvements that are substantially complete at time of closing in full, 13. OCCUPANCY Seller warrants that there are no parties in occupancy other than the Seller, or as otherwise disclosed herein. Seller agrees to. deliver occupancy of the Property at timo--Of~s:r.g u;-;\ws cthcrvVise slated 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 Properly in its existing conditions as of the time of taking occupancy unless otherwise stated herein or in separate writing. 14. PROPFRTY CONnlTlON 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. Seller makes no further warranties other than as disclosed herein in Paragraph 19 ("SELLER WARRANTIES") and marketabjlity of title. Buyer's covenant to purchase the Property "as is" is more specifically represented in either subparagraph a. or b. as marked [X]. a. [ ] As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present "as is" condition. Page 2 of 5 ;Xl b. [X ] As Is With Right of Inspection: Buyer may, at Buyer expense and within 60 days from Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use. 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 all such persons enter the Property and conduct the inspections and investigations at their own risk. 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, unless Seller elects to repair or otherwise remedy such conditions to Buyer satisfaction. If 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 its present condition, 15. SELLER HELD HARMLESS Buyer is self insured, and subject to the limits and restrictions of the Florida Sovereign immunity statute, F. S. 758.28, agrees to indemnify and hold harmless the Seller from claims of injury to persons or property during the inspections and investigations described in Paragraph 14(b)(if applicable), or in performing the survey described in Paragraph 8, 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. 16. 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 either the 3% or any insurance proceeds payable by virtue of such loss or damage, or of canceling this contract. 17. PROCEEDS OF SAI F; CI aSING PROCEDURE The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer than 5 days from and after closing, during which 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 return Personalty and vacate Real 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. (1987), as amended. 18. 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. 19. SELLER WARRANTIES Seller warrants that there are no facts known to Seller that would materially effect the value of the Property, or which would be detrimental to the Property, or which would effect Buyer's desire to purchase the property except as follows: (Specify known defects. If none are known, write "NONE") The following events have oCCIMr.edon..tba.propertyaodlhe ,seller makes no warranty that they are known Defects and any effect of these facts are for the buyer's sole determination. 1 . Pinellas County from time to time has removed trash from the road right of ways and the property. The Property has not always been fenced as it is now fenced. **** (Disclosures continued on Page. 5) Buyer shall have the number of days granted in Paragraph 14(b) above ("Inspection Period") to investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this contract. If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have waived any objection to the disclosed matters and shall have the obligation to close on the contract. Page 3 of 5 {1;) 20.CONTRACTNOTRECORDARIF;PERSONSBOUND 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. I 21. NOTICE 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. 22. ASSIGNABII ITY; PERSONS BOUND This contract [X] is not assignable [ ] is 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). 23. 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. 24. Type;WRITTEN OR HANDWRITTFN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 25. NO BROKFR Seller and Buyer represent and agree they have dealt with no Broker or finder in connection with the transactions contemplated hereby. Seller and Buyer further agree to indemnify the other from any damage, liability or expense either may suffer as a result of any claim of a Broker or finder with whom it is determined that the other party has dealt with in contravention of this agreement; except, however, that total City obligations under this provision shall be subject to the limits and restrictions of the Florida sovereign immunity statute, F .S. 768,28, * * * 26. 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. 27. 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, 28. COUNTFRPARTS; 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. 29. ENTIRE AGRE~MENT 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, memoraP..da,,8n.dwdtings~ ::;hall 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 ~ereto, 30. LIKE.:.KDIDEXCHANGE ** THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING. Page 4 of 5 fIJ <(. ~ .;. .. ( Signatories: Contract For Purchase of Real Property by City of Clearwaterre STEVENSONS CREEK SUBDIVISION, Lots 3 - 15. f Date: I Gt-l ()'- ,2002 ~,H~lvl {~I Seller: W. H. Wolfe, Jr. 1).(0 ~ 1fI~\f ~ ~ Social Security or Tax I.D.# , . Date: ~ + ,2002 ~ ,..~~ Se er: Jody . Wolfe d-66 - ('(,- 't~S1 Social Security or Tax 1.0.# ---------------------------------------------------------------------------------------------------------------------------------------------------------------- [ ] APPROVED AND ACCEPTED this I;). -tj day of J~ ,2002. Countersigned: CITY OF CLEARWATER, FLORIDA ~-a.~~~ William B. Horne, II, City Manager Approved as to form: ATTEST: ~(~ Int Name Jane c. yman Assistant City Attorney '-."---..".______.________.u___________~..____~____..______.""___. -----.. ...-------.--.---..------ .. -- -.--.---.--._ __-._._.__u ______________...____... 19.----**** 2. In 1987 a permit was obtained from Pinellas County to stock pile dirt on the property that was removed from Stevenson Creek by the City of Clearwater. The dirt is on the property and so is the tower used by the Cities Contractor, Fletcher Dredge. 3. In May and June of 1992 the County required the removal of the tires and car parts that had been placed on Pineland drive and on the property by the Junk Yard located to the East of Pinel and drive. The County inspected this work. 4. On 10/19/92 a contract was granted to Kamminga & Roodvoets, 5219 Cone Road, Tampa, FL 33680 to store and mix dirt on the property. When the drying was done the contractor removed the dirt th~y'w6re-<1rying and wood trash fi'om the property, 25,---*** A- All parties acknowledge that William H. Wolfe, Jr., is a registered Florida real estate sales person, who is selling the Premises for his own account, at arm's length, and not as an agent in any manner. 30, ** LIKE-KIND EXCHANGE Seller and Buyer agree that Seller may elect to conduct a like-kind exchange in connection with the transaction contemplated by this Contract. Buyer agrees to cooperate with said like-kind exchange, at no cost or other liability to Buyer and further provided that Buyer shall not be liable to Seller in any way if, for any reason, Seller is unsuccessful in qualifying for the tax treatment that Seller desires as a result of such exchange. Seller will reimburse Buyer for all reasonable expenses and costs incurred by Buyer in connection with said like-kind exchange. CityBuylWolfeContr 0102.ewb 50f5 /X)