WAGENVOORD ADVERTISING GROUP INC D/B/A WAGI/WTAN
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IN THE CIRCUIT COURT OF THE SIXTH JUDICIAL CIRCUIT
IN AND FOR PINELLAS COUNTY, FLORIDA
Civil Division
CITY OF CLEARWATER,
a municipal corporation,
Plaintiff,
v.
CASE NO. 02-9512-CI-15
Wagenvoord Advertising Group, Inc.,
d/b/a W AGI/WTAN, a Florida corporation,
Defendant.
/
SETTLEMENT AGREEMENT
COME NOW the plaintiff, CITY OF CLEARWATER, and defendant,
W AGENVOORD ADVERTISING GROUP, INC., and state as follows:
WHEREAS, the plaintiff and defendant are presently engaged III litigation
involving the ownership and right to possession of real property; and
WHEREAS, the plaintiff and defendant have agreed to settle said litigation and
resolve the issues between them;
BE IT THEREFORE AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. Defendant shall convey to plaintiff the property described in Exhibit "A" attached
hereto and incorporated herein. The closing shall be held no later than twenty-eight (28)
days after execution ofthis settlement agreement by the plaintiff.
2. Defendant shall relocate its radio tower and all equipment, fixtures and personal
property and vacate the premises no later than twenty-eight (28) days after execution of
this settlement agreement by the plaintiff.
3. It is the intention of the parties that defendant shall sell and plaintiff shall
purchase all of defendant's property located west of Pierce Boulevard, Clearwater,
Pinellas County, Florida.
4. Plaintiff shall pay to defendant Three Hundred Thousand Dollars ($300,000.00),
which shall constitute the total purchase price, payable as set forth in Paragraph Nos. 5 and
6 below.
5. Plaintiff shall pay to defendant, as the first installment of the purchase price, the
amount of Two Hundred Fifty Thousand Dollars ($250,000.00) at the closing.
6. Plaintiff shall pay, as the final installment and balance of the purchase price, the
amount of Fifty Thousand Dollars ($50,000.00) upon relocation of the radio tower, all
equipment, fixtures, and personal property by defendant.
7. Plaintiff shall be entitled to possession of the property no later than twenty-eight
(28) days after execution of this settlement agreement by the plaintiff. Should the property
not be vacated by the date plaintiff is entitled to possession, plaintiff may take possession
and remove any equipment, fixtures and personal property from the property and reduce
the final payment by an amount equal to the cost of removal and storage, and withhold final
payment until costs can be ascertained.
8. The "site plan" for installation of the radio tower on property located at 704-706
North Myrtle Avenue, Clearwater, Florida, submitted by defendant and attached hereto as
Exhibit "B" is hereby approved. Defendant shall be entitled to a building permit entitling it
to erect its tower on said property in conformance with current City ordinances.
9. Defendant warrants legal capacity to and shall convey marketable title to the
property by Statutory Warranty Deed. Title shall be free of liens, easements and
encumbrances of record or known to defendant, but subject to property taxes for the year of
closing; covenants, restrictions and public utility easements of record; and no others
provided there exists at closing no violation of the foregoing and none of them prevents
plaintiffs intended use ofthe property.
10. Plaintiff may, at its expense procure a title insurance commitment issued by a
Florida licensed title insurer. Defendant shall convey a marketable title subject only to
liens, encumbrances, exceptions or qualifications set forth in this Settlement Agreement.
Marketable title shall be determined according to applicable Title Standards adopted by The
Florida Bar and in accordance with law. Plaintiff shall have 5 days from receiving evidence
of title to examine it. If title is found defective, plaintiff shall, within 3 days thereafter,
notify defendant in writing specifying defect(s). If the defect(s) render title unmarketable,
defendant will have 120.days from receipt of notice within which to remove the defect(s) at
its expense, failing which plaintiff shall have the option of either accepting the title as it
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then is or withdrawing from this Settlement Agreement. Defendant 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.
11. Plaintiff, at plaintiffs expense, within time allowed to deliver evidence of title and
to examine same, may have Real Property surveyed and certified to the plaintiff, defendant
and closing agent by a registered Florida land surveyor. The survey shall be performed to
minimum technical standards of the Florida Administrative Code and may include a
description of the property under the Florida Coordinate System as defined in Chapter 117,
Florida Statutes.
12. Defendant shall designate closing agent and this transaction shall be closed in the
offices of the designated closing agent in Clearwater, Pinellas County, Florida, no later
than twenty-eight (28) days after execution o/this settlement agreement by the plaintiff.
* * TIME IS OF THE ESSENCE OF THIS SETTLEMENT AGREEMENT * *
13. Defendant shall furnish closing statements for the respective parties, deed, bill of
sale (if applicable), mechanic's lien affidavit, assignments of leases, tenant and mortgage
estoppel letters, and corrective instruments. Defendant 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
with the requirements of local law.
14. Documentary stamps on the deed, unless this transaction is exempt under Chapter
201.24, Florida Statutes, shall be paid by the plaintiff. Defendant shall pay the costs of
recording any corrective instruments. Recordation of the deed shall be paid by plaintiff.
15. 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 from 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 defendant in trust for third
parties in occupancy of the property shall be credited to plaintiff at time of closing.
Assessments for any improvements that are substantially complete at time of closing shall
be paid in full by defendant.
16. Defendant warrants that there are no parties in occupancy other than the defendant.
Defendant agrees to deliver occupancy of the Property at time of closing.
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17. Defendant shall, within 10 days of execution of this agreement, furnish to plaintiff
copies of all written leases and estoppel letters from each tenant specifying the nature and
duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by
tenant. If defendant is unable to obtain such letter from each tenant, the same information
shall be furnished by defendant to plaintiff within that time period in the form of a
defendant's affidavit, and plaintiff may thereafter contact tenants to confirm such
information. Defendant shall, at closing, deliver and assign all original leases to plaintiff
and credit plaintiff with all advanced rents and security deposits paid by or on behalf of each
tenant.
18. Plaintiff is self insured, and subject to the limits and restrictions of the Florida
sovereign immunity statute, F.S. 768.28, and agrees to indemnifY and hold harmless the
defendant from claims of injwy to persons or property during the inspections of said
property, resulting from plaintiffs own negligence only, or that of its employees or agents
only, subject to the limits and restrictions of the sovereign immunity statute.
19. The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held
in escrow by defendant'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 plaintiffs expense to show title in plaintiff, without any encwnbrances
or change which would render defendant's title unmarketable from the date of the last title
evidence. If defendant's title is rendered unmarketable through no fault of the plaintiff,
plaintiff shall, within the 5 day period, notify the defendant in writing of the defect and
defendant shall have 30 days from the date of receipt of such notification to cure the defect.
If defendant fails to timely cure the defect, all funds paid by or on behalf of the plaintiff
shall, upon written demand made by plaintiff and within 5 days after demand, be returned to
plaintiff and simultaneously with such repayment, plaintiff shall return personalty and
vacate real property and reconvey it to defendant by special warranty deed. If plaintiff fails
to make timely demand for refund, plaintiff shall take title "as is", waiving all rights against
defendant as to any intervening defect except as may be available to plaintiff 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.
20. If this transaction is not closed due to any default or failure on the part of the
defendant, other than to make the title marketable after diligent effort, plaintiff may seek
specific performance or unilaterally cancel this agreement upon giving written notice to
Defendant. If this transaction is not closed due to any default or failure on the part of the
plaintiff, defendant may seek specific performance. If a Broker is owed a brokerage fee
regarding this transaction, the defendant party shall be liable for such fee.
21. RADON GAS NOTIFICATION. In accordance with provisions of Section
404.056(8), Florida Statutes (1989), as amended, Plaintiff is hereby informed as follows:
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RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accwnulated 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 guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
22. 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 settlement agreement, their attorneys,
escrow agent, inspectors, and all others who will in any way act at the behest of the parties
to satisfy all terms and conditions of this Settlement Agreement.
23. The terms "plaintiff', "defendant", and "Broker" (if any) may be singular or plural.
This Settlement Agreement is binding upon plaintiff, defendant, and their heirs, personal
representatives, successors and assigns.
24. Typewritten or handwritten provisions shall control all printed proVIsIons of
Settlement Agreement in conflict with them.
25. The invalidity of any provision of this Settlement Agreement will not and shall not
be deemed to affect the validity of any other provision. In the event that any provision of
this Settlement Agreement 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.
26. It is agreed by and between the parties hereto that this Settlement Agreement shall
be governed by, construed, and enforced in accordance with the laws of the State of Florida.
27. Upon execution by defendant and plaintiff, this Settlement Agreement 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, memoranda and writings shall 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 hereto.
28. After closing and upon vacation of the property and occupancy by plaintiff, the
plaintiff and defendant shall execute mutual releases of all claims of whatsoever kind and
nature they may have against each other.
5
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29. After closing and upon vacation of the property and occupancy by plaintiff, and
the execution of mutual releases of all claims, the plaintiff shall dismiss this case with
prejudice.
30. This writing and attachments thereto constitute the entire agreement between the
parties.
APPROVED & EFFECTIVE this o<5TJ.- day of February, 2003.
Countersigned:
~~~
Mayor-Commissioner
Attest:
~~f~~
Print Name: ~~'/~~..vV/J~9
Secretary
CITY OF CLEARWATER, FLORIDA
By: ~~. ~'1];
William B. Home II
City Manager
. Attest:
~,a.u.:-=~e~~
...P~~t a .. Goude~u ,... ____. - T'
'0' ,-,lty Clerk ,:,
....."..
WAGENVOORD ADVERTISING GROUP,
me.
B~><
PnntName: ~/tZJ UJ'f}-64-v~
Title: ~.
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A parcel of land lying within Section 16, Township 29 South, Range 15
Eost, Pinellas County. Aorida, Being mor-e particularly described as: follows:
For a Point of 8eginnin9~ Commence at the most easterly point ci' Pie.rce
100 Comdomir:-ium 09 recorded in Condominium Plot Book 19, P0ge 98 of
the public records of PineUas County. Florida, said point lying on ~he .
Westerly Right-Of-Way line of Pierce 80ulevard. also being a point on a
curve, concave Northeasterly; thence along the arc of said curve to the
left having a Radius of 224.63 feet, a Central Angle of 02-24'17",i the
Chord of which bears S4~34'59"E, a Chord Distance of 9.43 feet,i On Arc
Distance of 9.43 feet; thence deporting said Westerly Right-Of-Way line'
of Pierce Boulevard S15~19.~01 !!E. a distance of 3B_8~ feet: thence!
574.41 '01 "w. a distance of 5.62 feet to 0 point. of curvature; the~ce
along the arc.Qf s'aid eurve to the I Qft. having a Radius of 70.33i fee.t. a
Central Angle of 29-51'19", the Chord of which bears ~89.36'37'W; a'
Chord Distance of 36.23, on Arc Distance of 36.65 feet to a poin~ of
, compound curvature; thence along the arc of said compound curv, to the
left, having a Radius of 75.00 feet, 0 Central Angle of J8"30'47., ithe
Chord of which bears S5S.25.37"W, a Chord Distance of 49.47 feet. an
. .Arc Distance of 50.41 feet to the end of said compound curve; tijence
S89"4S'13"W. a distance of 42.60 feet to 0 cross cut at the southeastern
most point of said Pierce 100 Comdominium; thence N02.49'46"E,:a
distance of 25.84 feet: . thence N89-23'46NE. a distance of 63.40 f~et;
thence NOCY36114'W a distance of 45.04- feet to a found 3.X3- cqncrete
monument; thence NBg.23'46"E. 0 distance of 44.32 feet to the Pbint of
Be~rin~g. .
Containing 3,792. 10 square. feet or 0.087 acres, more or less.
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