CHURCH OF SCIENTOLOGY RELIGIOUS TRUST
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CONTRACT FOR EXCHANGE OF REAL PROPERTY
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CONTRACT is made and entered into as of the '1 day of
,2001, by and between the CITY OF CLEARWATER, FLORIDA, a
mun ipali ,hereinafter referred to as "the City," and the CHURCH OF SCIENTOLOGY
RELI 10 S TRUST. hereinafter referred to as "the Church," for the exchange of
properties in Clearwater, Florida, as described herein.
The parties here~o agree as follows:
1. Exchanae of ProDerty, The City shall convey title to certain real property
referred to as "Parcels 1 and 2" which are described in Exhibit A to this contract to the
Church, The Church shall convey title to certain real property referred to as "Parcel 3"
which is described in Exhibit B to this contract to the City. The conveyance of Parcels
1 and 2 shall constitute full consideration for the conveyance of Parcel 3. The
conveyance of Parcel 3 shall constitute full consideration for the conveyance of Parcels
1 and 2.
2, Definitions. In this contract, "Seller" shall mean the City with respect to
Parcels 1 and 2 and the Church with respect to Parcel 3. "Purchaser" shall mean the
Church with respect to Parcels 1 and 2 and the City with respect to Parcel 3, These
terms are used for convenience and do not imply the payment of any compensation
other than conveyance of real property in exchange of real property.
3. leaal DescriDtions. The legal description of the properties being
exchanged between the parties are described as follows:
a. Parcel 1 - Lot 8, Block 12, Magnolia Park
Parcel 2 - Metes and bounds, Parcel 16-29-15-00000-140-0200, also
known as City Parking System Lot 25
b. Parcel 3 - The West 10 feet of Lot 12, all of Lots 13 and 14, and the East
8 feet of Lot 15, Block 7, Magnolia Park, also known as 612 Franklin Street.
4. Purchase Price. It is mutually agreed that the transfer of Parcels 1 and 2
by the City to the Church and the transfer of Parcel 3 by the Church to the City shall
constitute the full and sufficient consideration for the transfer of properties.
5. Commission ADDroval. Following the execution of this contract by the
Church, this contract shall be held unconditionally open for acceptance and approval by
the Clearwater City Commission for 45 days following receipt in the offices of the City of
Clearwater City Manager's Office, Unless this contract is approved and accepted by the
City Commission within the 45 days and written notice of the approval and acceptance
delivered to the Church within 60 days following receipt by the aforesaid City Manager's
Office, the Church may at its sole option and discretion terminate this contract
whereupon each party shall be relieved of all further obligations hereunder.
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6. Closina Date. This transaction shall be closed and the deeds and other
closing papers delivered no later than 30 days after approval of this contract by the
Clearwater City Commission unless extended by other provisions of this contract.
7. Title Evidence. The City shall order and provide at its expense a
commitment for title insurance in the amount of $ 156,500 which commitment shall
show a marketable unencumbered fee simple title in the name of the City as to Parcels
1 and 2. The Church shall have 15 days after delivery of said commitment for the
examination thereof, and within said period shall notify the City in writing of any
objections to said title. If this notification is not given within said time period, then said
title shall be conclusively deemed to be acceptable to the Church. In the event that the
title to Parcels 1 and 2 is not good and marketable, the City shall have 30 days
thereafter to perfect the title. If the defects are not cured within such time, then the
Church may cancel this contract or waive the defects and accept the property without
deduction on account of said defects. A final title insurance policy will be issued to the
Church as soon after closing as possible.
The Church shall order ~~e at its expense a commitment fo'r title
insurance in the amount of $~~g~ which commitment shall show a marketable
unencumbered fee simple title in the name of the Church as to Parcel 3. The City shall
have 15 days after delivery of said commitment for the examination thereof, and within
said period shall notify the Church in writing of any objections to said title. If this
notification is not given within said time period, then said title shall be conclusively
deemed to be acceptable to the City. In the event that the title to Parcel 3 is not good
and marketable, the Church shall have 30 days thereafter to perfect the title. If the
defects are not cured within such time, then the City may cancel this contract or waive
the defects and accept the property without deduction on account of said defects. A
final title insurance policy will be issued to the City as soon after closing as possible.
The Church and the City shall mutually agree upon a title insurance company and
closing agent.
8. Permitted ExceDtions. The parcels shall be conveyed to the Purchasers
subject to no liens, charges, encumbrances, restrictions, exceptions, or reservations of
any kind or character other than the following permitted exceptions:
a. Zoning ordinances and land use regulations
b. Any easements, restrictions or other matters that appear in the
commitment and/or survey (excluding standard exceptions) which are not objectionable
exceptions,
c. Any agreements between the parties that are part of this contract.
9, Survey. Within the time allowed for delivery of the title insurance
commitments, a registered Florida land surveyor shall survey each of the parcels. The
costs thereof shall be borne by the Church for Parcels 1 and 2 and by the City for Parcel
3.
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10. Closinas and Possession, The exchange contemplated herein shall
occur on or before the day of , 2001. Said closings shall be
simultaneous. After closing, the City shall be allowed to remain in possession of
Parcels 1 and 2 on a rent-free basis for a minimum of three months from the date of the
closing. The Church shall be required to provide the City with 45 days written notice of
the need to vacate Parcels 1 and 2, and thereafter, within such time frame, the City
shall cease possession and further use of Parcels 1 and 2. While the City remains in
possession of Parcels 1 and 2, it shall be responsible for any and all upkeep,
maintenance and operational costs associated with the properties. The City shall fully
indemnify and hold the Church harmless from any and all claims or causes of action for
property damage, death or personal injury which may be brought against the Church
relating to the City's possession, use or operation of Parcels 1 and 2.
11. Prooerty Taxes. To the extent any property taxes are assessed, all
property taxes shall be prorated at closing.
12. Condition Precedent to Closinas. It shall be a condition precedent to
the closings hereunder that the City Commission shall approve, within sixty (60) days of
the date hereof, the vacation of certain alleys and easements adjacent to Parcels 1 and
2, as shown on the Petition to Vacate submitted by the Church on or about this date. In
the event that the Petition to Vacate is not approved, the parties shall be released from
all obligations hereunder and each shall bear its own costs, fees and expenses.
13. Closina Costs. The Seller shall pay the following closing costs and
expenses in connection with the closing:
a. Documentary stamps in connection with the conveyance of the property;
b. The premium and all search fees payable for the owner's policy of title
insurance;
c. Recording fees in connection with those instruments necessary to render
title acceptable to the Purchaser; '.
d. Its costs of document preparation and its attorneys' fees; and
e. Any costs of operating the property which have been accrued on or prior
to the closing date.
The Purchaser shall pay the following costs and expenses in connection with the
closing:
a. Recording fees in connection with the special warranty deed; and
b. Its costs of document preparation and its attorneys' fees,
14, Risk of Loss. The risk of loss or damage to the premises by fire or
otherwise, until delivery of deed, is assumed by the Seller. The Seller further agrees to
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maintain the property and to deliver said property to the Purchaser in the same
condition as when the contract was executed, ordinary wear and tear excepted.
15, Nonassianabilitv. Neither party may assign this contract or any rights
hereunder.
16. No Brokers. Each party affirmatively represents to the other part that no
brokers have been involved in this transaction and that no broker is entitled to payment
of a real estate commission because of this transaction.
17, Notices, All notices which are required or permitted hereunder must be in
writing and shall be deemed to have been given, delivered or made, as the case may
be, (notwithstanding lack of actual receipt by the addressee) (i) when delivered by
personal delivery, or (ii) three (3) business days after having been deposited in the
United States mail, certified or registered, return receipt requested, sufficient postage
affixed and prepaid, or (iii) one (1) business day after having been deposited with an
expedited, overnight courier service (such as by way of example but not limitation, U. S.
Express Mail or Federal Express), addressed to the party to whom notice is intended to
be given at the address set forth below:
As to Church:
Tom OeVocht
319 S. Garden Avenue
Clearwater, FL 33756
With a copy to:
E. D. Armstrong III, Esquire
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P,A.
Post Office Box 1368
Clearwater, FL 33757-1368
As to City:
William B. Horne II
Interim City Manager
City of Clearwater
Post Office Box 4748
Clearwater, FL 33758-4748
Pamela K. Akin
City Attorney
Post Office 4748
Clearwater, FL 33758-4748
Any party may change the address to which its notices are sent by giving the
other party written notice of any such change in the manner provided in this section, but
notice of change of address is effective only upon receipt.
With a copy to:
18. Entire Contract. This contract and the exhibits referenced herein
embodies and constitutes the entire understanding among the parties with respect to
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the transaction contemplated herein and all prior or contemporaneous agreements
understanding, representations and statements, oral or written, are merged into this
contract. Neither this contract nor any provisions hereof may be waived modified,
amended, discharged or terminated except by an instrument in writing signed by the
party against which the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in such
instrument.
19. Applicable Law. This contract is construed in accordance with the laws
of the State of Florida.
20, Headinas. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this contract.
21. Bindina Effect. This contract shall be binding upon and shall inure to the
benefit of the parties hereto and their heirs, personal representative and successors by
law. However, this contract shall not be assignable by either party.
22. Interpretation. Whenever the context hereof shall so require, the singular
shall including the plural, the male gender shall include the female gender and neuter
and vice versa. This contract and any related instruments shall not be construed more
strictly against on party than against the other by virtue of the fact that initial drafts were
made and prepared by counsel for one of the parties, it being recognized that this
contract and any related instruments are the product of extensive negotiations between
the parties and that both parties have contributed substantially and materially to the final
preparation of this contract and all related instruments.
23. Time is of the Essence. Time is of the essence of this contract. Should
any period of time specified herein end on a Saturday, Sunday or legal holiday,
(recognized in Clearwater, Florida), the period of time shall automatically be extended to
5:00 p,m. on the neXt full business day.
24. Radon. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantifies, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in Buildings in Florida. Additionally, information regarding
radon and radon testing may be obtained from your county public health unit. The
Seller agrees to allow, at the discretion and expense of the Purchaser, an investigation
to test for levels of radon in the property. The written report is to be obtained within 60
days from the Effective Date. If the Purchaser does not notify the Seller in writing of the
failed tests within this time period, the Purchaser waives all rights under this clause. If
the test results indicate levels of radon gas unacceptable to the Purchaser in its
reasonable discretion, the test shall be a failed test, and the Purchaser shall
immediately notify the Seller of such condition in writing, providing to the Purchaser a
copy of the written report received.
25, Other Agreements. No prior or present agreements or representations
shall be binding upon either party unless included in this contract. No modification or
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change in this contract shall be valid or binding upon the parties unless in writing and
executed by the party or parties to be bound thereby.
26. Nothing in this contract shall be construed to constitute the creation of a
partnership or joint venture between the parties.
Countersigned:
CITY ~~ATER. FLORIDA
By: ~-:Jf.
William B. Horne, \I
Interim City Manager
Ay;;,ed as to form:
P mela K. Akin
City Attorney
Attest:
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CHURCH OF SCIENTOLOGY
RELIGIOUS TRUST
BY:~PDb~-
Title: Vice President for Construction and
Renovatlon
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