JOSEPH MCGOLDRICK
, REC';RD AND RETURN TO:
f(lMPTCJN, BURKE. WHITE & HEIDEN, P.A.
D . 2...0059 U.S. HWY 19 N. STE. '.00
\~, CLEARWATeR, FL 34621
1 INST # 97-288665
~T 6, 1997 7:08PM
t
PINELLAS COUNTY FLA.
OFF.REC.BK 9862 PG 1869
TRUSTEE DEED
THIS INDENTURE, made this 1st day of October,. 1997,
between JOSEPH W. MCGOLDRICK, individually as a married man and
Trustee of the JOSEPH W. MCGOLDRICK REVOCABLE TRUST U/A/D 1/22/91,
Party of the First Part, whose mailing address is 904 RIVERSIDE
DRIVE, ELMHURST, IL 60126-4967, and CITY OF CLEARWATER, a municipal
corporation of the State of Florida, Party of the Second Part,
whose mailing address is P. O. Box 4748, Clearwater, Florida
33758-4748.
WIT N E SSE T H
That said Party of the First Part, for and in consideration of
. FlE:m.. ... the sum of Ten Dollars ($10.00) and other good and valuable
,,"iC/ . 06considerations in hand paid, does hereby convey and quit claim unto
~)R21. . said Party of the Second Part the following described real estate
GS situate in Pinellas County, Florida, to wit:
1~<lT
, t~/C
CERT
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
FEES
MTF
REV __
.~.. nf" SUBJECT TO COVENANTS, RESTRICTIONS, RESERVAT. IONS, EASEMENTS OF
;'r'1'~1-LJ.,,''UU RECORD AND TAXES FOR THE YEAR 1997 AND SUBSEQUENT YEARS.
<fO .. ,j ,,:, .1' IT IS THE INTENT OF THE GRANTOR AND GRANTEE THAT ALL EASEMENTS ENCUMBERING THE
\ I ~~ ,g t? PROPERTY SHALL REMAIN IN EFFECT AND SHALL NOT MERGE. .
gl ~~ 0 .t~' together with the tenements and appurtenances thereunto belonging
'0./1 ;~, ':~ B c;>r in anywise. appertaining, and all the estate, ~ight,. title ~nd
~.. ( ~j ~~ ' lnterest, clalm and demand whatsoever, at law or ln equlty, WhlCh
~ ~.~ said Party of the First Part now has in and to said premises.
r~i I ,Ii)
,'.,'..' )-...
I ~.
/.:j I ('~
~ j ~~
; lif
/j r:B;.o....
LJy}~O)
THIS IS NOT HOMESTEAD PROPERTY.
The property appraiser's parcel identification number of the
property is 17/29/16/00000/130/0900 AND 17/29/16/34650/000/0340 and
said Grantor does hereby covenant with said Grantees that except as
above noted, at the time of delivery of this deed, the premise were
free of all encumbrances made by Grantor, and they will warrant and
defend the same against claims of all persons claiming by, through
or under Grantors, but against none other.
The Trust created and existing under and by virtue of the
terms and provisions of that certain Trust Agreement is in full
force and effect as of the date hereof, and this deed is executed
pursuant to and in exercise of the power and authority therein
granted to an vested in said Party of the First Part.
IN WITNESS WHEREOF, the undersigned has caused these presents
to be executed the day and year above written.
&~~A,~~~ ~_
W1~-~~~d U _-A/?~
H W. McGO DRICK, Individually
and as Trustee of the Joseph W.
MCGoldrick Revocable Trust u/a/d/
1/22/91
ijAO?2194 ~IHH 10-0&-1997 16:3'3:53
I ..~ 01 DED-~CGOLDRICK
J- RECORDING 1 H5.00
~ DOC STAMP - DR219 3 $2, l02.00
COUNTY OF .. ~~ TOTAL: $2~717~OO
I HEREBY CERTIFY that on this day bef~~A~~~~~~~: of~I~~ duly
qualified to take acknowledgments, personally appeared JOSEPH W.
McGOLDRICK, Individually as a married man and as Trustee of the
Subscribed and SWorn to before me
thiS,:.".:::"..L.".."." day OCU!~.{.....m.19..,q'j.
at VIlla. Park, COl~nty of DuPage, State of "'ino;s.
I \. ,. /,
r'iot~ry PUb'jU:~~:{:t~;].~~,
STATE OF
"OFFICIAL SEAL"
Rebeca F. Garcia
Notary Public, Slate of Illinois
MCornmission Expires 410912000 ~
NIlI'< ,I ;
/(".'.
C.
,/
I;! .,1
; ,j,{ I
\. .f '...-
.,
I
I
- PINELLAS COUNTY FLA
OFF.REC.BK 9862 PG 1870
."
Joseph W.McGoldrick Revocable Trust u/a/d 1/22/91, who is ( )
personally known to me or O() has produced a drivers license as
identification and ( ) did ( ) did not take an oath.
WITNESS my hag~ and official seal in the County and State last
aforesaid this ~ day of September, 1997.
C&lDet-V
. .0 1\ ~
ltt~, t110lW-
Name: :-a T' (~i Od
Not~ry Publ~cr ~ s;t.ffHe of Flo!: ida::rl- Lino I S
SerJ.al No: l.-) \ <2J~ Ll 't
"OFAClAl SEAL"
Rebeca F. Garcia
Notary Public, Slate of IRinois
My Commission Expims 410912000
~ri'~'.'''jNl'{~;~~~it:^'~(F
)
I UNTY FLA.
~INELLAS ~~2 PG lB7~__
OFF. REC . B~_?"/______
EXHIBIT A
Beginning at a point 530 feet East of the Southwest corner of the SW 1/4
of the NE 1/4 of Section 17, Township 29 South, Range 16 East, run
thence East 200 feet, thence North 1320 feet to the North boundary line
of said SW 1/4 of NE 1/4 thence West 200 feet to a point 530 feet East
of the NW corner of said SW 1/4 of NE 1/4 of said Section, thence South
1320 feet to P.O.B., all in SW 1/4 of NE 1/4 of Section 17, Township 29
South, Range 16 East. The above dimensions approximate more or less.
LESS .AND EXCEPT that portion reserved for right of way of State Road #60
known as Gulf to Bay Boulevard.
LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY:
A portion of land, lying in the SW 1/4 of the NE 1/4 of Section 17,
Township 29 South, Range 16 East, Pinellas County, Florida, and being
more particularly described as follows:
Commencing at the Southwest corner of the SW 1/4 of the NE 1/4 of said
Section 17; thence run N. 89046'01" E., along the South line of the SW
1/4 of the NE 1/4 a distance of 530.00 feet to a point; thence run N.
00020'1511 W., a distance of 60.00 feet to a point where the Northerly
right-of-way line of Gulf-to-Bay Boulevard intersects with the East line
of GULF TO BAY GARDENS, as recorded in Plat Book" 50, Page 60, public
records of Pinellas County, Florida said point being the Point of
Beginning; thence run N. 00020119" W., along said East line of GULF TO
BAY GARDENS, a distance of 225.00 feet to a point; thence run in an
Easterly direction a distance of 200.00 feet to a point; thence S.
00020'1511 E., a distance of 225.00 feet to a point on the Northern
right-of-way of Gulf-to-Bay Boulevard; thence S. 89045101" W., along
said right-of-way a distance of 200.00 feet to the Point of Beginning.
AND
The North 300 feet of the Eas~ 100 feet of the West 830 feet of the SW
1/4 of the NE 1/4 of Section 17, Township 29 South, Range 16 East,
TOGETHER WITH AND INCLUDING an easement for ingress and egress to and
from"the above granted property over and upon the rear property in
pinellas County, Florida, o~ed by gl;"~antor .l:1erein and descr"ibed as: The
East 15 feet of the East 100 feet of the West 830 feet of the SW 1/4 of
the NE 1/4 of Section 17, Township 29 South, Range 16 East, less:and
excepting the South 330 feet thereof~~ndless and excepting the North
300 feet thereof.
/~~:,./
AND
North 60 feet of Lot 34, GULF TO BAY GARDENS, according to the map or
plat thereof as recorded in Plat Book 50, Page 60, public records of
Pinellas County, Florida.
....~
-
~- - ~
,,'
AMERICAN LAND TITLE ASSOCIATION
OWNER'S POllCY 10-17-92 (Florida ModiIied)
POLICY NO.
'OP-9-0590-346I
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
AMERICAN PIONEER
TITLE INSURANCE COMPANY
SUBJEcr m TIlE EXCLUSIONS FROM COVERAGE, TIlE EXCEPI'IONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND TIlE CONDITIONS AND STIPULATIONS, AMERICAN PIONEER TITLE INSURANCE
COMPANY, a Florida corporation, herein called the Company, insures, as of Date of Policy shown in Schedule
A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or
incurred by the insured by reason of:
2. Any defect in or lien or encumbrance on the title;
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
3. Un marketability of the title;
4. Lack of a right of access to and from the land.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title,
as insured, but only to the extent provided in the Conditions and Stipulations.
IN WITNESS WHEREOF, AMERICAN PIONEER TITLE INSURANCE COMPANY has caused this policy
to be signed and sealed as of the Date of Policy shown in Schedule A, the policy to become valid when
countersigned by an authorized signatory.
Issued by:
Kimpton, Burke & White, P.A.
28059 U.S. 19 N., # 100
Clearwater FL, 34621
AMERICAN PIONEER TITLE INSURANCE COMPANY
By. Ao ~id~
A_t~/~
Secretary
OP-9
-
EXCLUSIONS FROM COVERAGE
The following mailers are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, allorneys. fees or expenses which
arise by reason of:
1" (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or
relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land;
(iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection,
or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of
a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(bl Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance
resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy"
2" Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking
which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3" Defects, liens, encumbrances, adverse claims or other mailers:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company
by the insured claimant prior to the date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) allaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy.
4" Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state
insolvency, or similar creditors. rights laws, that is based on:
(a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or
(b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the
failure:
Ii) to timely record the instrument of transfer; or
(ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditoL
,. DEFINITION OF TERMS
CONDITIONS AND STIPULATIONS
4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT
TO COOPERATE
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A,! and, subject to any rights or
defenses the Company would have had against the named insured, those who
succeed to the interest of the named insured by operation of law as distinguished
from purchase including, but not limited to, heirs, distributees, devisees, survivors,
personal representatives, next of kin, or corporate or fiduciary successors"
(b) "insured claimant": an insured claiming loss or damage.
(c) "knowledge" or "known": actual knowledge, not constructive knowledge or
notice which may be imputed to an insured by reason of the public records as
defined in this policy or any other records which impart constructive notice of mailers
affecting the land.
(d) "land": the land described or referred to in Schedule [A], and improvements
affixed thereto which by law constitute real property. The term "land" does not
include any property beyond the lines of the area described or referred to in Schedule
[A], nor any right, title, interes~ estate or easement in abulling streets, roads, avenues,
alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent
to which a right of access to and from the land is insured by this policy"
(e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument
(f) "public records": records established under state statutes at Date of Policy
for the purpose of imparting constructive notice of mailers relating to real property
to purchasers for value and without knowledge. With respect to Section 1 (a)(iv)
of the Exclusions From Coverage, "public records" shall also include environmental
protection liens filed in the records of the clerk of the United States district court
for the district in which the land is located.
(g) "un marketability of the title": an alleged or apparent mailer affecting the title
to the land, not excluded or excepted from coverage, which would entille a purchaser
of the estate or interest described in Schedule A to be reieased from the obligation
to purchase by virtue of a contractual condition requiring the delivery of marketable
title.
. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE
The coverage of this policy shall continue in force as of Date of Policy in favor
of an insured only so long as the insured retains an estate or interest in the land,
or holds an indebtedness secured by a purchase money mortgage given by a
purchaser from the insured, or only so long as the insured shall have liability by
reason of covenants of warranty made by the insured in any transfer or conveyance
of the estate or interest This policy shall not continue in force in favor of any
purchaser from the insured of either (i) an estate or interest in the land, or (ii)
an indebtedness secured by a purchase money mortgage given to the insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The insured shall notify the Company promptly in writing (i) in case of any litigation
as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured
hereunder of any claim of title or interest which is adverse to the title to the estate
or interest, as insured, and which might cause loss or damage for which the Company
""~v be liable by virtue of this policy, or (iii) if title to the estate or interest, as
insureo, '10. raler-tad as unmarketable" If prompt notice shall not be given to the
Company, then as to '!ria insured all liability of the Company shall terminate with
regard to the mailer or matters fortlni.ch prompt notice is required; provided, however,
that failure to notify the Company shaU in no case prejudice the rights of any insured
under this policy unless the Company shall be prejUditd by the failure and then
only to the extent of the prejudice" ' .
- '~
"....~
-
(a) Upon wrillen request by the insured and subject to the options contained
in Section 6 of these Conditions and Stipulations, the Company, at its own cost
and without unreasonable delay, shall provide for the defense of an insured in
litigation in which any third party asserts a claim adverse to the title or interest
as insured, but only as to those stated causes of action alleging a defect, lien
or encumbrance or other mailer insured against by this policy" The Company shall
have the right to select counsel of its choice (subject to the right of the insured
to object for reasonable cause) to represent the insured as to those stated causes
of action and shall not be liable for and will not pay the fees of any other counsel.
The Company will not pay any fees, costs or expenses incurred by the insured
in the defense of those causes of action which allege mailers not insured against
by this policy.
(b) The Company shall have the righ~ at its own cost, to institute and prosecute
any action or proceeding or to do any other act which in its opinion may be necessary
or desirable to establish the tille to the estate or interest, as insured, or to prevent
or reduce loss or damage to the insured. The Company may take any appropriate
action under the terms of this policy, whether or not it shall be liable hereunder,
and shall not thereby concede liability or waive any provision of this policy. If the
Company shall exercise its rights under this paragraph, it shall do so diligently.
(c) Whenever the Company shall have brought an action or interposed a defense
as required or permitted by the provisions of this policy, the Company may pursue
any litigation to final determination by a court of competent jurisdiction and expressly
reserves the right, in its sole discretion, to appeal from any adverse judgment or
order.
(d) In all cases where this policy permits or requires the Company to prosecute
or provide for the defense of any action or proceeding, the insured shall secure
to the Company the right to so prosecute or provide defense in the action or
proceeding, and all appeals therein, and permit the Company to use, at its option,
the name of the insured for this purpose. Whenever requested by the Company,
the insured, at the Company's expense, shall give the Company all reasonable
aid (i) in any action or proceeding, securing evidence, obtaining witnesses,
prosecuting or defending the action or proceeding, or effecting selllement, and (ii)
in any other lawful act which in the opinion of the Company may be necessary
or desirable to establish the title to the estate or interest as insured. If the Company
is prejudiced by the failure of the insured to furnish the required cooperation, the
Company's obligations to the insured under the policy shall terminate, including
any liability or obligation to defend, prosecute, or continue any litigation, with regard
to the mailer or matters requiring such cooperation.
5. PROOF OF LOSS OR DAMAGE
In addition to and after the notices required under Section 3 of these Conditions
and Stipulations have been provided the Company, a proof of loss or damage
signed and sworn to by the insured claimant shall be furnished to the Company
within 90 days after the insured claimant shall ascertain the facts giving rise to
the loss or damage. The proof of loss or damage shall describe the defect in,
or lien or encumbrance on the title, or other mailer insured against by this policy
which constitutes the basis of loss or damage and shall state, to the extent possible,
the basis of calculating the amount of the loss or damage. If the Company is prejudiced
by the failure of the insured claimant to provide the required proof of loss or damage,
the Company's obligations to the insured under the policy shall terminate, including
any liability or obligation to defend, prosecute, or continue any litigation, with regard
'" ,to the matter or mailers requirinl such proof of loss or damage.
-
-
-
~
State: FL
County' Code: 62
II
Plant #
(3065*97-4471)
10 W N E R IS
SCHEDULE A
FOR M
I
II
Agent/Branch #
(0590*MCGOLDRICK)
Policy Number
OP-9-0590-346
Amount of Insurance
$386,000.00
Effective Date & Time
October 6, 1997
07:08:00PM
Reinsurance Number
Commitment CM-1- 059 0 -4 07
1. Name of Insured:
CITY OF CLEARWATER, a municipal corporation of the State of Florida
2 . The estate or interest in the land described herein and which is covered by this policy is
FEE SIMPLE
3 ; The estate or interest referred to herein is at Date of Policy vested in the insured.
4. The land is described as follows:
*****
*****
*****
SEE ATTACHED
SCHEDULE A
CONTINUATION PAGE 1
*****
*****
*****
Countersigned Authorized Signatory
Issued by:
KIMPTON BURKE & WHITE, PA
28059 US 19 N, SUITE 100
CLEARWATER, FL 34621
NOTE: This policy consists of insert pages labeled Schedules A and B. This policy is of no force and effect
unless all pages are included along with any added pages incorporated by reference.
01
LJ Original
01
LJ Home Office Copy
01
LJ Agent's Copy
01
LJ Plant Copy
State: FL
C;ounty Code: 62
1
I
II
~
OWN E R I S
FOR M
Plant #
(3065*97-4471)
SCHEDULE A
CONTINUATION PAGE 1
Agent/Branch #
(0590*MCGOLDRICK)
Policy Number: OP-9-0590-346
Beginning at a point 530 feet East of the Southwest corner of the SW 1/4
of the NE 1/4 of Section 17, Township 29 South, Range 16 East, run
thence East 200 feet, thence North 1320 feet to the North boundary line
of said SW 1/4 of NE 1/4 thence West 200 feet to a point 530 feet East
of the NW corner of said SW 1/4 of NE 1/4 of said Section, thence South
1320 feet to P.O.B., all in SW 1/4 of NE 1/4 of Section 17, Township 29
South, Range 16 East. The above dimensions approximate more or less.
LESS AND EXCEPT that portion reserved for right of way of State Road #60
known as Gulf to Bay Boulevard.
LESS AND EXCEPT THE FOLLOWING DESCRIBED PROPERTY:
A portion of land, lying in the SW 1/4 of the NE 1/4 of Section 17,
Township 29 South, Range 16 East, Pinellas County, Florida, and being
more particularly described as follows:
Commencing at the Southwest corner of the SW 1/4 of the NE 1/4 of said
Section 17; thence run N. 89046101" E., along the South line of the SW
1/4 of the NE 1/4 a distance of 530.00 feet to a point; thence run N.
00020115" W., a distance of 60.00 feet to a point where the Northerly
right-of-way line of Gulf-to-Bay Boulevard intersects with the East line
of GULF TO BAY GARDENS, as recorded in Plat Book 50, Page 60, public
records of Pinellas County, Florida said point being the Point of
Beginning; thence run N. 00020119" W., along said East line of GULF TO
BAY GARDENS, a distance of 225.00 feet to a point; thence run in an
Easterly direction a distance of 200.00 feet to a point; thence S.
00020115" E., a distance of 225.00 feet to a point on the Northern
right-of-way of Gulf-to-Bay Boulevard; thence S. 89045101" W., along
said right-of-way a distance of 200.00 feet to the Point of Beginning.
. AND
-The North 300 feet of the East 100 feet of the West 830 feet of the SW
1/4 of the NE 1/4 of Section 17, Township 29 South, Range 16 East,
TOGETHER WITH AND INCLUDING an easement for ingress and egress to and
from the above granted property over and upon the rear property in
Pinellas County, Florida, owned by grantor herein and described as: The
East 15 feet of the East 100 feet of the West 830 feet of the SW 1/4 of
the NE 1/4 of Section 17, Township 29 South, Range 16 East, less and
***** SEE ATTACHED *****
***** SCHEDULE A *****
***** CONTINUATION PAGE 2 *****
NOTE: This policy consists of insert pages labeled Schedules A and B. This policy is of no force and effect
unless all pages are included along with any added pages incorporated by reference.
11
LJ Original
11
LJ Home Office Copy
11
LJ Agent's Copy
11
LJ Plant Copy
State: FL
C;ounty Code: 62
I
.J
I
II
r
OWN E R ' S
FOR M
Plant #
(3065*97-4471)
SCHEDULE A
CONTINUATION PAGE 2
Agent/Branch #
(0590*MCGOLDRICK)
Policy Number: OP-9-0590-346
excepting the South 330 feet thereof and less and excepting the North
300 feet thereof.
AND
North 60 feet of Lot 34, GULF TO BAY GARDENS, according to the map or
plat thereof as recorded in Plat Book 50, Page 60, public records of
Pinellas County, Florida.
NOTE: This policy consists of insert pages labeled Schedules A and B. This policy is of no force and effect
unless all pages are included along with any added pages incorporated by reference.
"
L.J Original
"
L.J Home Office Copy
"
L.J Agent's Copy
"
L.J Plant Copy
State: FL
Oounty Code: 62
I
.<
I
II
II
OWN E R ' S
FOR M
Plant #
(3065*97-4471)
SCHEDULE B
Agent/Branch #
(0590*MCGOLDRICK)
Policy Number: OP-9-0590-346
This policy does not insure against loss or damage by reason of the
following exceptions:
1. Taxes and assessments for the year 1997 and subsequent years which
are not yet due and payable.
2: Restrictions, reservations, covenants and conditions pursuant to
that certain instrument recorded in O.R. Book 9038, at Page 236, of
the Public Records of Pinellas County, Florida.
3. Easement recorded in O.R. Book 4082, at Page 117, of the Public
Records of Pinellas County, Florida.
4. Subordination of Utility Interests recorded in O.R. Book 6641, page
697.
5. Easement recorded in O.R. Book 5858, at Page 1539, of the Public
Records of Pinellas County, Florida.
6. Easement recorded in O.R. Book 5870, at Page 761, of the Public
Records of Pinellas County, Florida.
7. Easement recorded in O.R. Book 5950, at Page 1028, of the Public
Records of Pinellas County, Florida.
8. Plat shows the following affecting the land: 5 foot utility
easement along the East lot line of Lot 34.
NOTE: This policy consists of insert pages labeled Schedules A and B. This policy is of no force and effect
unless all pages are included along with any added pages incorporated by reference.
rI
LJ Original
rI
LJ Home Office Copy
rI
LJ Agent's Copy
rI
LJ Plant Copy
I
'"
I
CONDITIONS AND STIPULATIONS. CONTINUED
In addition, the insured claimant may reasonably be required to submit to 9. LIMITATION OF LIABILITY
examination under oath by any authorized representative of the Company and shall
produce for examination, inspection and copying, at such reasonable times and
places as may be designated by any authorized representative of the Company,
all records, books, ledgers, checks, correspondence and memoranda, whether
bearing a date before or after Date of Policy, which reasonably pertain to the loss
or damage. Further, if requested by any authorized representative of the Company,
the insured claimant shall grant its permission, in writing, for any authorized
representative of the Company to examine, inspect and copy all records, books,
ledgers, checks, correspondence and memoranda in the custody or control of a
third party, which reasonably pertain to the loss or damage" All information designated
as confidential by the insured claimant Provided to the Company pursuant to this
Section shall not be disclosed to others unless, in the reasonable judgment of the
Company, it is necessary in the administration of the claim. Failure of the insured
claimant to submit for examination under oath, produce other reasonably requested
information or grant permission to secure reasonably necessary information from
third parties as required in this paragraph shall terminate any liability of the Company
under this policy as to that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF
LIABILITY
In case of a claim under this policy, the Company shall have the following additional
options:
(a) To Payor Tender Payment of the Amount of Insurance"
To payor tender payment of the amount of insurance under this policy together
with any costs, attomeys' fees and expenses incurred by the insured claiman~
which were authorized by the Company, up to the time of payment or tender of
payment and which the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and obligations
to the insured under this policy, other than to make the payment required, shall
terminate, including any liability or obligation to defend, prosecute, or continue any
litigation, and the policy shall be surrendered to the Company for cancellation.
(b) To Pa or Otherwise Settle With Parties Other than the Insured or With the
Insured Claimant.
(i) to payor otherwise settle with other parties for or in the name of an insured
claimant any claim insured against under this policy, together with any costs,
attorneys' fees and expenses incurred by the insured claimant which were authorized
by the Company up to the time of payment and which the Company is obligated
to pay; or
(ii) to payor otherwise settle with the insured claimant the loss or damage
provided for under this policy, together with any costs, attomeys' fees and expenses
incurred by the insured claimant which were authorized by the Company up to
the time of payment and which the Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in
Raragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy
,for the claimed loss or damage, other than the payments required to be made,
. . shall terminate, inCluding any liability or obligation to defend, prosecute or continue
any litigation.
7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE
. This policy is a contract of indemnity against actual monetary loss or damage
sustained or incurred by the insured claimant who has suffered loss or damage
by reason of matters insured against by this policy and only to the extent herein
described"
(a) The liability of the Company under this policy shall not exceed the least of:
(i) the Amount of Insurance stated in Schedule A; or,
(ii) the difference between the value of the insured estate or interest as insured
and the value of the insured estate or interest subject to the defect, lien or
encumbrance insured against by this policy.
(b) (This paragraph dealing with Coinsurance was removed from Florida policies.)
(c) The Company will pay only those costs, attorneys' fees and expenses incurred
in accordance with Section 4 of these Conditions and Stipulations"
8. APPORTIONMENT
If the land described in Schedule [A] consists of two or more parcels which
are not used as a single site, and a loss is established affecting one or more
of the parcels but not all, the loss shall be computed and settled on a pro rata
basis as if the amount of insurance under this policy was divided pro rata as to
the value on Date of Policy of each separate parcel to the whole, exclusive of
any improvements made subsequent to Date of Policy, unless a liability or value
has otherwise been agreed upon as to each parcel by the Company and the insured
at the time of the issuance of this policy and shown by an express statement
or by an endorsement attached to this policy.
(a) If the Company establishes the title, or removes the alleged defect, lien or
encumbrance, or cures the lack of a right of access to or from the land, or cures
the claim of unmarketability of title, all as insured, in a reasonably diligent manner
by any method, including litigation and the completion of any appeals therefrom,
it shall have fully performed its obligations with respect to that matter and shall
not be liable for any loss or damage caused thereby"
(b) In the event of any litigation, including litigation by the Company or with the
Company's consen~ the Company shall have no liability for loss or damage until
there has been a final determination by a court of competent jurisdiction, and
disposition of all appeals therefrom, adverse to the title as insured.
(c) The Company shall not be liable for loss or damage to any insured for liability
voluntarily assumed by the insured in settling any claim or suit without the prior
written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY
All payments under this policy, except payments made for costs, attomeys' fees
and expenses, shall reduce the amount of the insurance pro tanto"
11. LIABILITY NONCUMULATIVE
It is expressly understood that the amount of insurance under this policy shall
be reduced by any amount the Company may pay under any policy insuring
a mortgage to which exception is taken in Schedule B or to which the insured
has agreed, assumed, or taken subject, or which is hereafter executed by an
insured and which is a charge or lien on the estate or interest described or referred
to in Schedule A, and the amount so paid shall be deemed a payment under
this policy to the insured owner.
12. PAYMENT OF LOSS
(a) No payment shall be made without producing this policy for endorsement
of the payment unless the policy has been lost or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfaction of the Company.
(b) When liability and the extent of loss or damage has been definitely fixed
in accordance with these Conditions and Stipulations, the loss or damage shall
be payable within 30 days thereafter.
13. SUBROGATION UPON PAYMENT OR SETTLEMENT
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a claim under this policy,
all right of subrogation shall vest in the Company unaffected by any act of the
insured claimant
The Company shall be subrogated to and be entitled to all rights and remedies
which the insured claimant would have had against any person or property in
respect to the claim had this policy not been issued. If requested by the Company,
the insured claimant shall transfer to the Company all rights and remedies against
any person or property necessary in order to perfect this right of subrogation.
The insured claimant shall permit the Company to sue, compromise or settle in
the name of the insured claimant and to use the name of the insured claimant
in any transaction or litigation involving these rights or remedies.
If a payment on account of a claim does not fully cover the loss of the insured
claimant, the Company shall be subrogated to these rights and remedies in the
proportion which the Company's payment bears to the whole amount of the loss.
If loss should result from any act of the insured claiman~ as stated above,
that act shall not void this policy. but the Company, in that event, shall be required
to pay only that part of any losses insured against by this policy which shall
eXceed the amoun~ if any, lost to the Company by reason of the impairment
by the insured claimant of the Company's righ! of subrogation.
(b) The Company'S Rights Against Non-insured Obligors.
The Company's right of subrogation against non-insured obligors shall exist
and shall include, without limitation, the rights of the insured to indemnities,
guaranties, OCher policies of insurance or bonds, notwithstanding any terms or
conditions contained in those instruments which provide for subrogation rights
by reason of this policy.
14. ARBITRATION
(This paragraph was modified for Florida policies.)
Unless prohibited by applicable law, atbitration pursuant to the Title Insurance
Arbitration Rules of the American Aroitration Association may be demanded if
agreed to by both Company and the insured. Arbitrable matters may include,
but are not limited to, any controversy or claim between Company and the insured
arising out of or relating to this policy, and service of Company in connection
with its issuance or the breach of a policy provision or other obligation. Arbitration
pursuant to this policy and under the Rules in effect on the date the demand
for arbitration is made or, at the option of the insured, the Rules in effr1ct at Date
CONDITIONS AND STIPULATIONS. CONTINUED
of Policy shall be binding upon the parties. The award may include auomeys'
fees only if the laws of the state in which the land is located permit a court to
award attorneys' fees to a prevailing party. Judgment upon the award rendered
by the ArtJitrator(S) may be entered in any court having jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration under the Title
Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, if any, allached hereto by the
Company is the entire policy and contract betWeen the insured and the Company.
In interpreting any provision of this policy, this policy shall be construed as a
whole.
(b) Any claim of loss or damage, whether or not based on negligence, and
which arises out of the status of the title to the estate or interest covered hereby
or by any action asserting such claim, shall be restricted to this policy.
(c) No amendment of or endorsement to this policy can be made except by
a writing endorsed hereon or attached hereto signed by either the President, a
Vice president, the Secretary, an Assistant Secretary, or validating officer or
authorized signatory of the Company.
16. SEVERABILITY
In the event any provision of the policy is held invalid or unenforceable under
applicable law, the policy shall be deemed not to include that provision and all
other provisions shall remain in lull force and effect
17. NOTICES, WHERE SENT
All notices required to be given the Company and any statement in writing
required to be fumished the Company shall include the number of this policy
and shall be addressed to the Company at 493 East Semoran Boulevard,
Casselberry, Florida 32707. Telephone: (407) 260-8050.
1-3
-4 ~~~ t
()~ ~ ~
~<O -4 '3 ~i'
CJ)W r Z io~
CDm X m Q~i
crw 0 m :3. fIJ.
~ CD 3 Z 0 ::Q i'~Q.
-<3 CD CJ) CJ) Q
~ 0 g C "T1 o~~ l~~
"T1.... '1J
rC) 2. :D 0 ~~~ ." IS i
w:J )>
NOJ Z C e~
--..j- ~~
0< () () ~
--..jP- m -< ~ ~&
8
J
I
'-
~
\J.:J. utt"'AM I Ml:N I Qt' t10~NG AND URBAN OEVElOPM1~fn
... .~
SETl1.EMENT STA~EMENT
PAGE ~
L SETTlEMENT CHARGES: . FILE NO.1: 1343001 :iii PAID fROM PAID FROM
700. TOTAL SALES/BROKER'S COMMISSION baled on price $ 38S.000.00@ 10.0Q- ....3., 600 .00 BORROWER'S SELLER'S
DivIsion of commission nine rom as follow!:: FUNDS AT FUNDS AT
701. $ 38.600.00 to BERNER & PRIOR SETTLEMENT SETTlEMENT
102. $ to
703. Commission ad at Settlemllr1t 38.600.00
704. l
800. ITEMS PAYABLE IN CONNECTION WITH LOAN !
801. Loan Orialn.dOll Fee ..
802. Loan Clsoount ~
803. ADDralsal Fee to
804.CredltRuport to
80S. LenlMr'S In8pect1on Fw to
80&. Ins. ADDlicetlon FfM -
. to
807. Assumotian Fee to
~.
809.
810.
811.
812.
813.
014.
815.
900. rrEMS REQUIRED BY LENDER TO BE PAID IN ADVANCI
901. Intenm from to @$ /dav
902. Mol1aaae InsuranCle Premium for to
903. I-Iuard Insuraneo PnImium for we to
904.
905.
1000. RESERVES DEPOSITED WITH ~NDER FOR
1001. Hazard InsLlrance mo.@$ /mo.
1002. Morlaaae Insu,.nce mo,@S /mo.
1003. OIlY \)rcDel'tv texts rno.@$ Imo.
1004. County proDertv taxes mo.@$ lmo.
1005. Annual ANeellments mo.@$ /mo.
1006. mo.@$ lmo.
1007," mo.@$ Imo.
1008. rno.@$ lmo.
1100. TITLE CHARGES
1101: Settlement or closlna fAl! to Ktmoton,Burka. Wnite & Heiden P.A. 50.00
1102. Abstract Of title seerch to AMERICAH PIONEER 225.00
11OS. TltIe elCaminatlon to K'moton,Burke. Vh1te & He1den P.A. 50.00
n_.
1104. Tille Insurance binder to
1105. Document preoaration to
1106. Notarv _ to
1107. Attornev's fees '. to KIMPTON. BU~KE, WHITE A HEIDEN. P.A. 1. 500. 00
(indudes above Items No:. , )
1108. TIIkl In~Ge to Kill1Dton,&urke. White 81 HeIden P.A. 2.005.00
Rncludes above Item$ No:. }
1109. Lender's coverage $ ----
1110. owner's coveraoe $ 386,000.00 ---. 2005.00
1111.
1112.
111S.
1200, GOVERNMENT RECORDING AND TRANSFER CHARGES
1201. Recording fee:t ,Dead $ 15.00 i MortQage $ ; Aeleases $ 15.00 15.00 15.00
1m. Citv/county/S1amps Deed $ ; Mortgage $
1203. State tax!stamDS o.ed $ 2.702.00 : Mortaaae S 2.702.00
1204.
1205. :
1300. ADDITIONAL S~MENT CHARGES
1301. Survey ;to CUMBY '* FAIR, INC. 125.00
1302. Pest Insoecllon to
",,',.
1303. COURIER FEES ~J"PTON. BURKE. WHITE & HEIDEN. P.A. 30.00
1304.
1305.
--
1306, ~
1307.
1308.
1400. TOTAL SElTLEMENT CHARGES (enter on lines 103 and 502. Sections J and Kl 140.00 45.177.00
To ~ knOWledge, th.. HUO.1 /I true and accurate o.C:C:O\lnt Qf the funds WI1lctl were recelwd arl!ll'iave been
or e tne \lndersl ".c1 a$ lMl settlement 0 s 1raMa / CJ - / _ 9 7
2' ,. Date r.
WARNINu: It I~ . orlme to knolMl\g'Y m..ko fIIlse !ltIItement$ tQ the United Stat" on tN& Of any otller $Imllar form. Penalties upon conlllc:tlon Can Include a fin. t.nd
Imprl$onmertt. For detaIls see: iltle 18 U.S. Code SectIOn 1001 lU1d Sectlon '010.
10-01.1997 at 3:35 PM RESPA. HB 4305~2 - REV. HUD-1 (3/86)
" ,.
)
I
I
OWNER'S AFFIDAVIT
NON-FOREIGN CERTIFICATE
AND
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
STATE OF
COUNTY OF
]:L
1'luV~~"
BEFORE ME, the undersigned authority, personally appeared JOSEPH W, McGOLDRICK, TRUSTEE I
(the .Seller"), ("Seller" refers to singular or plural as context requires) who, first being duly sWorn, deposes and says:
A. OWNER'S AFFIDAVIT
1. Seller is/are the owner of the following described property (the 'Property.):
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
Property Address: 325 DAVID AVENUE, CLEARWATER, FLORIDA 34616
2. There is no outstanding contract for the sale of the Property to any person or persons whomsoever, nor any
unrecorded deed, mortgage or other conveyances affecting the tiUe to the Property.
3. There are no liens, encumbrances, mortgages, claims, boundary line or other disputes, demands or security interests
in, on or against the Property or any goods, furnishings, appraances, fixtures or equipment now Installed in or which are to
be affixed to the Property; except for mortgages described in the deed given by the undersigned; that there are no unpaid
taxes, levies, assessments, paving liens or utility liens against the Property (other than real estate taxes for the current
year).
4. That there have been no improvements upon the Property within the past ninety (90) days for which there remain
any outstanding and unpaid bills for labor, materials or other charges for which a lien or liens might be claimed by anyone
whomsoever.
5. That there are no matters pertaining to the Seller which could give rise to a lien that would encumber the Property
during the period of time between the effective date of the TItle Insurance Commitment and the time of recording of the
Warranty Deed and that the Seller has not executed and will not execute any Instrument that would adversely affect the
title to the Property from the date of the Affidavit forward.
6. That there are no judgements, claims, disputes, demands or other matters pending against Seller that would attach
to the Property. Seller has complied with the Florida Sales Tax laws where applicable. Seller acknowledges responsibility
for water, sewer and electrical consumption charges through date of closing or occupancy by Buyer, whichever first
occurs.
7. Seller is/are in sole constructive or actual possession of the Property and no other person has any right to
possession of the Property, or asserts any claim of title or other interests in it.
B. Seller represents that there are no violations of governmental laws, regulations or ordinances pertaining to the use of
the Property.
B, NON-FOREIGN CERTIFICATE AND REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
Section 1445 of the Internal Revenue Code provides that a Transferee ("Buyer.) of a U.S. real property interes~,must
withhold tax at a rate of 10% of the amount realized on the disposition if the Transferor ("Seller') is a foreign person. To
inform the Buyer that withholding of tax is not required upon the disposition of a U.S. real property interest by the Seller,
the undersigned hereby swears, affirms and certify~es) the following as or on behalf of the Seller.
1. Seller's Legal Name is: JOSEPH W. McGOLDRICK.
2. Seller's Home Address or Office Address if Corporation, Partnership or Trust:
904 RIVERSIDE DRIVE, ELMHURST, IL 60126-4967
..,
':
:,
..
-.
~
I
~
3. Seller Is/are not a non-resldent alien (If IndlvlduaQ or a foreign corporation, foreign partnership, foreign trust or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).
4. That the amount realized by the Seller (Transferor) of the above-described real property as a result of this
transaction does not exceed Three Hundred Thousand ($300,000.00) Dollars.
In connection with the sale or exchange of the Property you are required by law to provide KIMPTON, BURKE,
WHITE & HEIDEN, P.A. with your correct taxpayer identification number (TIN). If you do not so provide your TIN,
you may be subject to civil or criminal penalties imposed by law.
5. Seller's Taxpayer Identification Number:
JOSEPH W. McGOLDRICK
6. For purposes of reporting this transaction to the Internal Revenue Service on Form 1099-S, the Property is Seller'
(check one):
D Principal Residence
D Other Real Estate
This taxpayer Identification number is being provided In connection with a real estate transaction.
The undersigned understands that this Certificate may be disclosed to the Internal Revenue Service by the Buyer and
that any false statement contained herein could be punished by fine, Imprisonment or both.
Under penalties of perjury, l/we declares that l/we have examined this certification and to the best of my knowledge
and belief it is true, correct and complete, and l/we further declare that I/we have authority to sign this document as or on
behalf of the Seller, and that the number shown on this statement is Seller' correct TIN.
Seller states that this instrument is given for the express purpose of inducing THE CITY OF CLEARWATER, A
MUNICIPAL FLORIDA CORPORATION to purchase the Property and to cause KIMPTON, BURKE, WHITE
& HEIDEN, P.A. as agent for AMERICAN PIONEER to insure title to said property. This Affidavit is made under
the full understanding of the law regarding liability for any misrepresentation herein.
~~4~~ ~
~~;4M,M';~
W. McGOLDR K, Individually and
as rustee of th JOSEPH W. McGOLDRICK
REVOCABLE TRUST dtd 1/22/91
w~3 - I.fqCj ",- "1:341.
STATE OF ::c'\,.
COUNTY OF 'Uv\k p
o .
. The foregoing instrument was acknowledged before me this \ f? day of Od~-f
by JOSEPH W. McGOLDRICK. TRUSTEE who isfare personally known to
-=t\.... )) L- as identification.
C,"
,19 (7
me or has produced
SEAL
( 2~WC+-l~(;!~~
NotarY. Signature / .
~\-Er 0) ~ 90(Glo1
Printed Notary Signature
My Commission Expires: Lt-G'Ct ~ -5D<..?.)
"OFFICIAL SEAL"
Rebeca F. Garcia
Nolary Public, Stale of Ininois
My Commission Expires 410912000
~
FILE NO: 7343001
--
See Map In File
l
J
CITY OWNED PROPERTY
COUNTY IDENTIFIER:17-29-16-00000-130-0900 & 17-29-16-34560-000-0340
ATLAS PAGE: 291B
STREET ADDRESS/LOCATION: 325 DAVID AVENUE
SHORT LEGAL: A PORTION OF THE SWl-t OF THE NE~ OF 17-29-16 AND THE
NORTH 60' OF LOT 34, GULF TO BAY GARDENS, PB 50, PG 60
DIMENSIONS/ACREAGE: 5.68 ACRES, MOL
SURVEY?: YES
BY: CUMBY & FAIR (JOB #3428)
VALUE: $386,000
DATE: 09/02/97
APPRAISAL?: YES
BY: APPRAISAL ASSOCIATES OF TAMPA BAY, INC.
DATE": 04/28/97
SPECIAL USE (IF ANY): STORMWATER TREATMENT & WATER QUALITY PROJECT
BY CITY
ZONING: RM-12 & RS-8
SELLER: JOSEPH W. MCGOLDRICK, INDIVIDUALLY AS A MARRIED MAN AND
TRUSTEE OF THE JOSEPH W. MCGOLDRICK REVOCABLE TRUST U/A/D 01/22/9l
PURCHASE/.sN;E fRICt:: $386,000
CLOSING COSTS:
$140.00
APPROPRIATION CODE: 315-96103-560100-539-000
ACQUISITION DATE:
TITLE INSURANCE:
OCTOBER 3, 1997
AMERICAN PIONEER TITLE INSURANCE COMPANY
POLICY NUMBER:
OP-9-0590-346
CLOSING AGENT/FILE NO.: KIMPTON, BURKE & WHITE, P.A. / 7343001
O.R. BOOK/PAGE (DEED): 9862 / 1869-1871
RESTRICTIONS/REVERTER: EASEMENTS ENCUMBERING PROPERTY DID NOT MERGE
WITH DEED.
COMMENTS: PROPERTY PURCHASED BY ENGINEERING
DEPARTMENT/ENVIRONMENTAL DIVISION IN ORDER TO 1) REPLACE COLLAPSING
STORMWATER SYSTEM ON PROPERTY, 2) PROVIDE STORMWATER TREATMENT FOR
AN AREA THAT PREVIOUSLY DISCHARGED INTO TAMPA BAY WITHOUT
TREATMENT, AND 3) ALLEVIATE MINOR STREET FLOODING ON ELIZABETH AVE.
COP.ewb
!! .
, ,
J
I
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: JOSEPH W. McGOLDRICK, not individually, but as Trustee of the JOSEPH W.
McGOLDRICK REVOCABLE TRUST, u/a/d January 22, 1991, and unto all and every successor or
successors, in Trust under said Trust Agreement, (herein "Seller"), of 904 Riverside
Drive, "Elmhurst, Illinois 60126-4967, 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 34618-4748, ATTENTION: City Manager, Phone: (813) 562-4040,
(collectively "Parties") hereby agree that the Seller shall sell and Buyer shall buy the
following real property ("Real Property") and personal property ("Personal ty")
(collectively "Property") upon the following terms and conditions.
THE "EFFECTIVE DATE" 01' THIS CONTRACT IS THE DATE OF EXECUTION BY DULY
AUTHORIZED CITY OFFICIALS. TIME IS 01' 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. PROPERTY DESCRIPTION
LEGAL DESCRIPTION (AS IT APPEARS IN COUNTY TAX RECORDS, SUBJECT TO VERIFICATION BY
SURVEY) A portion of the Northeast ~ of Section 17, Township 29 South, Range 16 East,
Pinellas County, Florida, more particularly described as follows:
THAT PART 01' THE SOUTHWEST ~ 01' THE NORTHEAST ~ DESCRIBED FROM THE SOUTHWEST CORNER OF
THE NORTHEAST ~; THENCE EAST 530 FEET AND NORTH 285 FEET FOR A POINT OF BEGINNING;
THENCE NORTH 10016.15 FEET; THENCE WEST 100 FEET; THENCE SOUTH 745 FEET(S); THENCE WEST
200 FEET TO THE POINT OF BEGINNING. (CONTAINING 5.49 AC, MOL) TOGETHER WITH: THE NORTH
60 FEET OF LOT 34, GOLF TO BAY GARDENS, ACCORDING THE MAP OR PLAT THEREOF AS RECORDED
IN PLAT BOOK SO, PAGE 60 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA.
PERSONALTY: (@325 DAVID AVENUE) - TWO WINDOW AIR CONDITIONING UNITS, ONE WASHING
MACHINE, ONE HOT WATER HEATER, ALL OTHER FIXTURES AND ATTACHMENTS THERETO. ALL
APPLIANCES, HEATING AND COOLING UNITS/SYSTEMS, ELECTRICAL AND PLUMBING SYSTEMS, DOORS
WINDOWS AND THEIR RESPECTIVE HARDWARE SHALL BE IN GOOD WORKING ORDER AT TDm 01' WALK-
THROUGH INSPECTION PER PARA~H 17 01' THI S AGREEMENT.
2. I'ULL PURCHASE PRICE ............................................. $
386,000.00
3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds at time
of closing (excludes prorations, ~xpenses).... $
386,000.00
4. DETERMINATION OF PURCHASE PRICE
The Full Purchase Price as shown herein has been reached through negotiations with the
Seller by [Xl City staff with [Xl Broker acting as Agent of the [ l City [Xl Seller. The
Price is based on:
[Xl Appraisal of the real property performed for the [ l Seller [Xl City by a
Florida certified real estate appraiser. The market value of the Real
Property's fee simple interest was determined to be $386,000 by Jerry Fiala,
~, Appraisal Associates of Tampa Bay, Inc. on April 18, 1997.
5. TIME FOR ACCEPTANCE; 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
30 days following delivery in duplicate original to: EARL BARRETT, REAL ESTATE SERVICES
MANAGER of the City of Clearwater for acceptance and approval, 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 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. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by
Statutory Warranty, Trustee's, Personal Representati ve' s or Guardian's Deed, as
appropriate t,; the status of Seller, subject only to matters contained in Paragraph 7
acceptable to Buye~. Otherwise title shall be free of liens, easements and encumbrances
of record or known to Seller, but subject to property taxes for the year of cb)'sing;
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 Buyer's
intended use of the Property FOR A STORMNATER WATER QUALITY IMPROVEMENT PROJECT. Seller
warrants and represents that there is ingress and egress to the Real Property sufficient
for the intended use as described herein. Personalty shall, at Buyer request, be
transferred by an absolute bill of sale with warranty of title, subject only to such
matters as may be otherwise provided herein.
Page 1 of 5
, .I
I
I
7. 'l'ITLE EVIDENCE
Seller shall, at Seller expense and within 15 DAYS PRIOR TO CLOSrNG 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(sl in title within the time provided
therefor, including the bringing of necessary suits.
8. SURVEY
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 61G17-6, Florida Administrative Code
and may include a description of the property under the Florida Coordinate System as
defined in Chapter 117, Florida Statutes.
9.
Buyer may, at Buyer's expense, have the residential Property at 325 David Avenue
inspected by a Florida-licensed pest control business to determine the presence in the
improvements of past or present infestation and damage caused by infestation. Seller
shall have 5 days after receipt of Buyer's written report to obtain repair estimates from
a licensed building or general contractor, and treatment estimate from a licensed pest
control business. Seller shall treat and repair the Property if the cost to do so does
not exceed 3% of the purchase price ("Treatment/Repair Limit"). If the cost of treatment
and repair exceeds the Treatment/Repair Limit,either party may elect to pay the excess,
in which event the Buyer shall receive a credit at closing equal to 3% of the purchase
price, failing which, either party may terminate this contract. If there is no evidence
of live infestation and the Property is covered by a full treatment warranty, Seller shall
transfer the warranty to Buyer at closing and shall not be obligated to treat the
Property.
10. CLOSING PLACE AND DA'l'E
[X] Seller [ ] Buyer 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
60 day. 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 45 days without effect upon any other tenm, covenant or
condition contained in this contract.
11. CLOSING DOCUMEN'l'S
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 with the
requirements of local law. Buyer shall furnish closing statement.
12. CLOSING EXPENSES
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. Recordation of the deed shall be paid by Buyer.
13. PRORA'l'IONS; CREDITS
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 Seller in
trust for third parties in occupancy of the Property shall be credited to Buyer at time of
closing. Assessments for any improvements that are substantially complete at time of
closing shall be paid in full by Seller.
Page 2 of 5
. .
I
I
1 C. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, or as
otherwise disclosed herein. If Property is intended to be rented or occupied beyond
closing, the fact and terms thereof shall be stated herein, and the tenant(s) or occupants
disclosed pursuant to Paragraph 15. Seller agrees to deliver occupancy of the Property at
time of closing unless otherwise stated 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 Property in its existing conditions as of the time of taking occupancy unless
otherwise stated herein or in separate writing.
15. LEASES
Seller shall, not less than 15 days before closing, furnish to Buyer 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 Seller is unable to obtain such letter from each tenant, the same information shall be
furnished by Seller to Buyer within that time period in the form of a Seller's affidavit,
and Buyer may thereafter contact tenants to confirm such information. Seller shall, at
closing, deliver and assign all original leases to Buyer and credit Buyer with all
advanced rents and security deposits paid by or on behalf of each tenant.
16. PROPERTY CONDITION
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 warranties other than as disclosed
herein in Paragraph 22 ("SELLER WARRANTIES") and marketability of title. Buyer's
covenant to purchase the Property "as is" is more specifically represented in either
subparagraph a. or b. as marked [Xl.
a. [ l As Is: Buyer has inspected the Property or waives any right to inspect and
accepts the Property in its present "as is" condition.
b. [Xl As Is With Right of Inspection: Buyer may, at Buyer expense and within 4S 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. Seller will, upon reasonable notice, provide utilities services
as may be required for Buyer's inspections and investigations. 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; or Buyer, at its option, may
elect to accept a credit at closing of the total estimated repair costs as
determined by a licensed general contractor of Buyer's selection and expense.
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.
17. WALK-THROOGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to
closing, Buyer may conduct a final "walk-through" inspection of the Property to determine
compliance with any Buyer obligations under Paragraphs 1, 9 and 16 and to insure that all
Property is in and on the premises. No new issues may be raised as a result of the walk-
through.
18. 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 injucy to persons r-r property during the inspections and investigations
described in Paragraph 16(b) 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.
19. 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.
Page 3 of 5
:-~
I
I
20. PROCEEDS 01' SALE; CLOSING 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.
21. DEI'AULT
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.
22. 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 ~. If more ap"ce ia requiJ:8d, .t~ach & label .a an EXHIBIT)
~~ _0-.
J. , ;b -& -9 7
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.
23. RADON GAS NOTII'ICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (1989), as
amended, Buyer is hereby informed as follows:
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 guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
24. CONTRACT NOT lU:CORDABLE; PERSONS BOUND
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.
25. 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.
26. ASSIGNABILITY; PERSONS BOUND
This contract is not 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.
27. 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.
28. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract
in conflict with them.
Page 4 of 5
I
1
29. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to
effect 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
subs~quent to the expungement of the invalid provision.
30. GOVElmING 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.
31. COUNTERPARTS; 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.
32. BROKERAGE FEE
A LISTING AGREEMENT IS CURRENTLY IN EFFECT BETWEEN SELLER AND BERNER & PRIOR, InC.,
COMMERCIAL REAL ESTATE SERVICES, 4890 WEST KENNEDY BOULEVARD, SUITE 450, TAMPA, FL. 33609.
Said Broker, and any subagents of Broker, shall be paid solely by Seller for any and all
real estate brokerage services rendered pursuant to obtaining this contract and completion
of the transaction as described herein. The City shall in no way, under any circumstances
except material default, be liable to the named real estate broker or any other real
estate broker for services rendered pursuant to this contract.
33. ENTIRE AGREEMENT
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, 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.
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.
Date: h~2~91
Obl-Y -3(}~//5
Social Security or Tax 1.0.#
~
APPROVED AND ACCEPTED this ~ day of
~~
, 1997.
C{!fugned'
CITY OF CLEARWATER, FLORIDA
ssioner
~~
By: .
/(d711~.~P -2'-,"& City Manager
Approved as to fornl and
legal sufficiency:
ATTEST:
.. ."' - - -.
r-7~
~carassas, Assistant City Attorney
Page 5 f 5
MD:McGoldrick Cont.EWB
..
4
I ADDENDUM TO CONTRACT I
TInS ADDENDUM, made and entered into contemporaneously with execution of a
Contract For Purchase of Real Property, by and between Joseph W.McGoldrick, not
individually, but as Trustee of the Joseph W. McGoldrick Revocable Trust, uJa/d January
22 1991 and u. nto all and every successor or successors, in Trust under said Trust
, ,
Agreement; hereinafter referred to as "Seller" and the City of Clearwater of Florida, a
Municipal Corporation of the State of Florida, hereinafter referred to as "BUyer" or "City".
~.
WIT N E SSE T H:
WHEREAS, the parties have heretofore. ex.ecuted a Contract For Purchase of Real
Property By The' City of Clearwater, Florida, hereinafter, AGREElVlENT; for certain real
property in Pinellas County, Florid~
WHEREAS, such standard form contract does not provide suflicient space to
include therein the terms and conditions which are special to said agreement between the
panies which are hereinafter more particularly set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein exchanged,
and other good and valuable consideration, the sufficiency of which is hereby specifically
acknowledged, the parties do hereby recite and agree as follows:
1. Recitals. The above recitals are true and correct, and are hereby
specifically reacknowledged.
2. Wood Destroying Organism Inspection. Clause 9 of the aforementioned
AGREEMENT shall be changed to provide the following: "Seller shall treat 81ld repair the
Property if the cost to do so does not exceed $1,000. ("TreatmentlRepair Limit~l
3. 1031 Like-Kind Exchange. It is the Owner's intention to exchange the
subject premises for real property of like kind ("E:5:change Property") under such tenns and
conditions that qualify for non-recognition of gain pursuant to Section 1031 of the Internal
Revenue Code of 1954. Accordingly, Purchaser's obligations for payment of the
consideration shall be fulfilled by the Owner~ s acquisition of appropriate Exchange property
of like kind within the meaning of Section 1031, which Exchange property shall .be
transferred to the Exchanger as herein provided. The Owner shall identify Exchange
property on or before 45 days after the primary premises are transferred to the Purchaser.
Notwith$tanding any other provisions of this Contract to the contrary, the following
conditions are agreed and understood by the Parties Hereto:
A The Parties agree to execute an Exchange Agreement described in Exhibit
"A" attached with American Midwest Bank.& Trust as Exchanger in order to facilitate the
accomplishment. of a tax.~defetTed Exchange under Section 1031 of the Internal Revenue
Code. Thereafter, the Exchange shall be conducted pun.""Uant to the tenus and conditions of
said Exchange Agreement entered into between the Parties and AmericanMidwest Bank &
Tnwt.
B. The Purchaser hereunder agrees to cooperate with the Owner at no
additional cost to the Purchaser so as to effectuate said tax-deferred Exchange and the
Purchaser agrees to execute any and all documents which may be reasonably required to
effectuate said tax-deferred Exchange.
C. Tile Exchange property whic~ shall then be acquire,\ by the Exchanger shall
be transferred tq the ?+er in exchange itor the Exchanger's t>relllises hereWlder as
provided for in said Exchange Agreement, arid shall be credited against that portion of the
pmchase price as [herein provided. :
D. The fair market value of Exchange property acquired by the Exchanger shall
be the purchase price paid by the Exchanger fot such Exchange property plus any swn of
money expended for the purchase thereof by the Exchanger for costs incidental
to such properties.
.E. ~i/:h respect to the acquisitiQn of Exchange property by the Purchaser, the
following requirements shall be observed; !
(1) The Contract for the plU"chase of the Exchange property shall be executed by
the Exchanger, or shall be assigned to the Exchanger;
(2) T~e monies utilized to acquire the Exchange property shall be the
Purchasers' funds;
(3) Owner shall indemnify and hold hannless the Purchaser from any and all
liability, costs or expenses aJrising by reason of Pmchaser' execution and
delivery to Owner of this exchange rider and by reason of the cooperation of
the Purchaser with the Owner in connection with the entry into the Exchange
Agreement with AmericanMidwest Bank & Trust.
t-::r071
APPROVED AND ACCEPTED this .
day o(
, 1997
Cowrtersigoed:
City of Clearwater, Florida
~
By:
MTIf - Ie € . 1, ity Manager
Approved as to fonn and legal sufficiency:
ATTEST:
-
~l
C~~~"-'i'i.. ..Q.Q' __
C~ ~."-_Goud~u, ~Jty Clerk
I
I
"Exhibit A"
AGRBBKBJI'f !'OR
IRS SBC. 1031 B%CBa>>GB
This EXCHANGE AGREEMENT is entered into on this
day of 19 ,between
(hereinafter
referred to as "Owner") and . (Herein~ft.r referred to
as " Exchangor" ) ,
WHEREAS, is the owner of the
real property lec;ally described in Exhil:Ji 1:. A of this Agreement
(hereinafter referred to as the "Relinquished Property") and
desires to exchanqe this property for other real property of a like
kind within the provisions of Internal Revenue Code Section 1031
and the Regulations promulgated thereunder; and
WHEREAS, (hereinafter referred
to as "Buyer") Relinquished Property from Exchangor; and
WHEREAS and
create this Exchange Agreement to acco~plish their purpose under
Seetion 1031 (a) (3) of the Internal Revenue Code.
NOW, THEREFORE, it is mutually agreed as follows:
l. (a) Owner shall convey the Relinquished Property to
Exchangor subject to the terms and conditions set forth in this
Exchange Agreement and subject to the right of Buyer, to purchase
the Relinquished Property, pursuant to a Real Estate contract dated
, and the mat~ers referred to therein
as "Permitted Encumtlrances".
(b) Owner agrees to assign to Exchangor, as owner's
agent, all of owner's rights in the Real Estate Contract with
Buyer, :.~ferred t.o in this Article above.
2. Owner represents that it has, or will, prior to the
RQlinquished Property Closing Date (hereinafter defined), provide
notice to Buyer, that owner's rights in their Real Estate Contract
have beer. assigned to Exchangor.
3. (a) The consideration for the conveyance of the
Rel inquished Property to Exchangor shall be the eXcha:1ge by
Exchangor of fee titles to, and/ or leasehold interests in, other
real property of "like kind" ",ithin the meaning of Section 1031 of
the Internal RevenuQ Code which shall hereinafter be acquired by
Excnangor and which sh.ll be acceptable to owner (hereinafter
referred to as "Replacement proper~y".
I
,
(l::l) owner may, at any time prior to the expiration of
the period ending on midnight on the 45th day after the
ftelinquisned Property Closing Data I referred to herein as the
Ullientification Period", identify in wri~ing Replacement Property
or properties said written document shall be to Exchangor, signed
by Owner, and hand delivered, ~ailed or Faxed to Exchangor before
the expiration of the Identification Period.
4. If on or be!ore 45 days from the date of the Closing Date
(hereinafter defined) , Owner shall identify one or more Replacement
properties, Exchangor shall use its best efforts to acquire each
Replacement Property so identitied by the earlier of 180 days from
the Relinquished Property Closing- Date, or the due date of the
Owner's Federal income tax return for the year in Which the
Relinquished Property Closing Date occurs, determined with
extensions (referred to herein as the "Exchange Period"), at the
purchase prices, and upon such othe= terms and conditions,
incluaing hut not limited to conditions of title, as shall have
been approved by Owner. In the ever.t. any contract to acquire
Replacement Property approve~ by Ow~er re~ires Exchangor to ~ake
an earnest money deposit, Exc~anqor ~hall be qiven written
a~thorization and reasonable notice to enter into such contract and
make such earnest money deposit out of funds held in the Exchange
Trust Account and providing said earnest money shall be deposited
wi th a Title Insurance Company or other party acceptable to
Exchangor.
5. Owner may enter into a contract or contracts for the
acquisi tion of Replacement Property \Which may be assigned to
Exchangor. In such event, Owner represents that it will, prior to
the ReplacQment Property Closing Date, (defined below), provide
notic~ to the Seller under sai~ Replacement Prope~y Contrac~, that
the owner's rights in said Replacement Property Cont~act have been
assigned to Exchangor.
6. Any Replacement property Contraot shall (i) contain, in
form reasonably satisfactory to Exchangor I an appropriate
exculpatoru provision limiting EXChanger's liability under said
Contract t~ any down payment thereunder. The Replaoement Proper~y
Closing Date shall be after the Relinquished Property Closing Date.
7. (a) In no event shall Exchangor be required to advance
sums in excess of the Relinquished Property Equity (defined below)
on account of the purchase of Replacement Property. O.omer shall
have the right to (i) advance :unds to or on behalf of Exchangor in
the Qvent amounts in excess of t~e Relinquished Property Equity a=e
required in order to purchase the Replacement Pr~perty ("Advanced
Funds") I or (ii) locate and designate a lender or lenders from
fNhich Exchangor shall l::lorrow funds ("Leaned Funds"), and in such
event, . Exchangor shall complete such borrowing upon terms
acceptable tc~wner, provided that Exchangor shall have no personal
2
I
I
lia~i~ity with respect to such borrowing and shall not
to exec'.Jte any loan documents whicn do not cont31!l
provisions exc~lpatin9 Exchangor from per30nal
thereuncier.
be required
appropriate
liability
(b) Any Advanced Funds of Loaned F~nds shall be
delivered in immediately available funds to Exchangor no Later than
the day before such funds are required to be paid pursuant to the
Replacement Property Conctract. The term "mor--:gage" as used in
this Exchange Agreement shall include a trust indenture or deed of
trust and the term "note" shall include a cond.
a. For the purposes of this Agreement, the Relinquisb.ed
Property Equity is deemed to be $ dollars
less the sum of the following items; (i) the 'unpaid principal
amount, if any, on the Closing Date, of the It'.ortgagerecorded
against the Relinquished Property, and (ii) transactional items
that relate to the disposition ot the Relinquish~d Pr.operty and
appear undQr local standards in the typical closing statement as
the responsibility of the Seller (e. g. conunissicns, prorated ta)(Qs,
recording charges, tr~ns!er taxes and title company fees), which
value is referred to herein as the "Relinquished F:=operty Equity") .
9. For the purposes of this Agreemer.t, the term "Replacement
Prcperty Eq'.Jity" shall be an amount equa~ to .100% of the sum of the
following items: (i) the aggregate cash portion of the aggregate
consideration required to be paid by Exchangor unde: all
Replacement Property Ccntracts, (ii) the cost to Exchangor of the
acquisition of all Replacement Property which shall ir.clude any
mortgage taxes, recording taxes, Sta~e, city and o~her gcvernmer.tal
taxes, recording charges, brokerage commiEsions, charges for title
searches, title insurance, survey costs, closing costs, closing
adjustments, letter of cred.it expenses I if any, leg-al fees an,j all
ot~e~ charges of any lende=s making mortgage loans on Replace~ent
PrQperty pursuant tot he provisions of this Ar~iele, and similar
charges and expenses inclUding interest paid or incurre~ by
Exchan~or on sums abov@ the Relin~ished Property Equity required
to be borrowed by Exc~angor simUltaneously with the Repla~ernent
?roperty Closing, which value is referred tc herein as the
"Replacement Property Equity-.
10. The amount, if any, by which the Relinquished P=cperty
Equi ty exceeds the Replacement P:-ope:ty Eq'.Ji 'C.y c::nstitutes the
"Exchange Balance", to be paid by Exchangor as provided in
Paragraph 18.
11. As additional consideration for Excha~gor's acquisitions
and transfer of Replacement Property to owner, Exchangor shall
receive $750.00 or the inte=est earned on the rtelinquished Property
Equity Account, which ever is greater. Exchangl;;r ~hall a:so
receive reasona~le compensa~ion rer any special services ~hich may
be rendered by Exchangor. S~ch fees, charges dnd other
J
I
I
compellsation shall be paid. to tne Exchangor trom the Exchange Trust
Account, as provided in Paragraph 18.
12. The Relinquished Property shall be conveyed at
Exchangor's direc~ion subject to ~he Encumbrances and the
Relinquished Property COntract referred to in Pragraph 1, on ____
199 (the "Relinquished.
Property Closing Da.tel').
13. With respect to the Relinquished Property, the same
apportionments shall be made as of the Relinquished Property
Closing Date between owner and Exchanqor as are made between
Exchangor and the Purchaser of the Relinquished Property pursuant
to the Relinquished Prop4ty Contract.
14. The closing of title with reference to the Replacement
Property shall take place on a d.ate (the "Replacement Property
Closing Date") designated by Owner in a notice to Exchangor, net
earlier than the Relinquished Property Closing Date and not later
than the day the Exchanqe Period, as defined in Paragraph. 3,
expires, but not sooner than 2 days after the service to Exchangor
of said notice of the Replacement Property Closing Date: At such
closing:
Exchangor shall cause to be conveyed to Owner each Replacement
Property acquired upon the same terms and conditions of title as
those upon which Exchanger shall have acquired such Replacement
P~operty; providQd, howeve=, that Exchangor Shall not be required
to execute any instrument containing covenants of warranty.
15. with respect to the Replacaxr.ent Property j the same
apportior~ents and adjustments shall be made as of the Replacment
Property Closing Date between Exchangor and Owner as are made
between Exchangor and the Seller of each parcel o! Replacement
Property pursuant to the Replacement Property Contrac~ relating
thereto.
16. All adjustments and payments shall be made between Owner
and Exchangor as of the RelinquiShed Property Closing Date, or the
Replacement Property Closing Date, as appropriate, by either (i)
good and sufficient certified check of Exchanger or O~er, as the
case may be, drawn on a bank or banks ~hich are members of the New
York Clearing House, or (ii) official check or checks of such
banks(s),_or a eoIUbination of any such checks, or (iii) by wiring
federal or other immediately available fund.s.
1j. For purposes of this Agreement, a conveyance by Owner to
Exchango: I or by Exchangor to Owner, includes, respectively, a
conveyance to a third party purchase ("Buyer"), or to Owner, at the
direction of, and in satisfaction of the obligations of, Owner of
Exchangors, as the case may be.
4
I
I
18. In order to secure Exchangor's obl~gations to purchase
Replacement Property and deliver it to Owner, Exchanqor shall
deposit into a segregated acoount, an amount equal to the
Relinquished. Property Equity (hereinarter referred to as "Exchange
Trust ") . The Initial Exchange Trust Account shall be
invested ana reinvested in Short Tem Investmen~ Funds, Money
Market Accounts or Insured Savings Accounts.
19. Exchanger shall be entitled to withdraw !unds from the
Exchange Trust Account in order to make earnest money deposits on
Replacement ?roperty and to pay the balance of the purchase price
due en the purchase of such Replacement Property or to reimburse
itsel!' for having used its other funds for such purposes. The
amount of the Exchange Trust Account shall be reduced by (i) the
amount of any withdrawals made by the !xchangor under this Sect.ion,
and (ii) the Exchangor's fees and ether expenses for which the
Exchangor is entitled to be paid pursuan~ to Paragraph 10.
20. No amounts in the Exchange Trust Account shall be paid,
loaned, pledged or otherwise made avaiable to Owner until (i) If
O~er has not identi~ied any Replacement Property on or before 45
days from the Closing Date, after 45 days from the Closing Date,
.( i i) after OlNner has received all of the identified Replacement
Property to which Owner is entitled, or (iii) it Owner identified
RQplacement Property, after t~e later of 45 days after the Closing
Date and the occurrence of a material and substantial contingency
preventing receipt of all identified Replacement Property that (a)
relates to the Exchange, (b) is provi~ed for in writing, and (c) is
beyond the control of Owner. In all other cases, the Exchange
trust Account shall terminate on ~~e day after the E~change Period
expires (or as SOon thereafter as is practicalj and Exchangor
shall, in satiSfaction of Excnangor's remaining obligations under
this Agreement, pa~" any remaining amount in the Exc~ange Trust
Account to Owner; provided, however, that in the event Exchangor
has executed one or mere Replacement Property Ccntract(s) which
have not Deen acquired by EXchanger Yithin the EXChange Period, and
Exchangor reasonahly determines ~hat it may be liable at law or in
equity unde~ such Replacement Property C~ntracts, the funds in the
Exchange Trust Account are not to be paid to Owner until such time
as Exchangor obtains a complete release or liability under such
Replacement Property Contract (5) fron the Replacement Prope~~y
Contract seller(s) thereto, or the Replacement Property Contrac~(s)
are and can De assigned to Owner thereby releasing Exchangor trom
all liaklility.
21. Owner and Exchangor acknoYledge and agree that Exchangeor
will report to the Internal Revenue Service the amount paid to
Owner representing the incone accu~ulated en the EXchange Account,
and that such amount will be attrib~ted to Owner for Federal income
tax purposes.
5
1
I
;2. (a) Exchangor shall not be in default under this
Exchange A9res~ent and shall not be liable for any damages, losses
or expenses incurred by Owner, if: (i) Exchanger fails to take any
steps to locate, neqotiate for or ac~~ire Replace~ent Property or
borrow or locate funds to ~cquire Replacement Property, or (it) any
Replacement property fails to qualify as "like-kind" property, or
the transaction o~herwise fails, for any reason, to afford Owner
the benetits of Section 1031 of the Internal Revenue Code.
(~) O~er shall hold Exchangor harmless from and
indemnify Exchangor against, any ana all ola.ims (and expenses
relatinq thereto) made against Exchangor at any time with respect
to the Relinquished Property and the Replacement Property or any of
the transactions contemplated by the Exchange Agreement. This
indemnity shall survive the Closinq of the Replacement Property.
(c) Owner represents and warrants to Exchangor that
Owner is duly authorized to an"ter into this Agreement and to
consummate the proposed transactions ccntemplated he=eunder.
23. Any notice, designation, consent, approval or other
communications required or permitted to be given pursuant to the
provisions of this agreement (referred to, col1ec~ively, as
"Notice") shall be given in writing and Shall be sent by certified
or regis~ered mail, Federal Express, overnight courier, or (fax)
telecopier, addressed as follows:
If t~ Owner
Teleph.one:
FAX:
Social Security Number
with a copy to:
Telephone:
FAX:
Ei
I
I
If to Exchangor:
If to Buyer
Telephone:
FAX:
Social Security Number
Either party may, by Notice qiven in accordance with the prOV1S~Qns
of thie Paragraph 23, designate any further or different address to
which sUbsequent Notices shall be sent pursuant to the provisions
o~ this agreement. Any Notice shall be deemed to have been qiven
on the date such Notice shall have been delivered. If such
delivery shall be lIlade on a Saturday, Sunday or hOliday, said
notice shall be deemed to havQ been given on the next succeeding
business day, except for notices of identifications requirQd only
because of Paragraph 3rd and 4th.
WITNESS WHEREOF: the parties hereto have set their hand and seal as
of the day and year written above.
Ot.mer
Owner
Ex:changor
Buyer
Buyer
7