AUTO COOLING AND EXHAUST SYSTEMS INC
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ASSIGNMENT AND ACCEPTANCE OF CONTRACT
,Cthe "AQreement")
FOR VALUE RECEIVED. the CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation (" Assignor"), hereby assigns all of its rights, title
and interest in that certain contract entered into with AUTO COOLING &
EXHAUST SYSTEMS, INC., a Florida corporation ("Seller"), regarding real
property legally described as
Lot 19. R. H. PADGETT'S RESUBDIVISION OF ORIGINAL LOTS
2 & 5, according to the map or plat thereof as recorded in Plat
Book 4, Page 32. of the Public Records of Pinellas County. Florida
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on the~ day of . , 1998, a copy of which is attached hereto
and made a part hereo to RALPH W. MUNYUN, JR., Individually ("AssIgnee").
IN CONSIDERATION OF WHICH. the parties mutually covenant with
each other and agree as follows:
A. Assignee hereby accepts the attached purchase contract from the Assignor,
together with all of the rights, title and interest therein, and agrees to pay the
total sum of Thirty Five Thousand and- -NO/100's- -Dollars ($35,000.00) in
cash at closing for the therein described real property.
B. Assignor shall pay the Five Thousand and - - NO/100's - -Dollars ($5,000.00)
balance of the purchase price contracted with Seller upon closing the
contemplated transaction.
C. At closing, Assignee shall convey to Assignor by General Warranty Deed the
the northerly twenty feet (20') of the above described real property without
further consideration.
D. Assignee shall pay the cost of recording deed from Seller. Assignor shall
pay any closing expenses associated with conveyance by Assignee of the
parcel described in paragraph "C" to Assignor.
E. Each party covenants and agrees with the other that this Agreement shall be
governed by, construed, and enforced in accordance with the laws of the
State of Florida; and that in any litigation arising our of this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs.
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IN WITNESS WHEREOF, the parties hereto have caused these presents
to be executed by the proper o!fcers of the Assignor duly authorized and the
Assignee, individually, this ~ ~ day of ~~ , 1998.
As to Assianor:
issioner
As to Assianee:
Signed, sealed and delivered
in the presence of:
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WITNESS signature
OJ{~,../ 1ft /"f" "" II
Print Name
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WITNESS signature
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Print Name
Approved as to form:
~
~assas, Assi~ant City Attorney
AssignContr.0898ewb
CITY OF CLEARWATER, FLORIDA
By: }-
Michael J. Roberto, City Manager
Attest.
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Ralph W. Munyun, Jr.
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CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: AUTO COOLING & EXHAUST SYSTEMS, INC., a Florida Corporation, (herein "Seller"),
C/O 2950 5th Avenue North, St. Petersburg, Florida 33713, Phone: (727) 327-2621, 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
Attorney, Phone: (813) 562-4010 (collectively "Parties") hereby agree that the Seller
shall sell and Buyer shall buy the following real property ("Real Property") and personal
property ("Personalty") (collectively "Property") upon the following terms and conditions.
THE "EFFECTIVE DATE" OF THIS CON'lRACT IS THE DATE OF EXECUTION BY DULY
AU'l'HORIZED CITY OFFICIALS. TDa: IS OF 'rIlE ESSENCE IN THIS CONTRACT.
Time periods of 5 days or les. .hall be computed without including
Saturday, Sunday, or national legal holidays and any time period ending
on a Saturday, Sunday or nationa1 legal holiday .hall be extended until
5:00 P.M. of the next busine.s day.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: Lot 19, Block 5, R. B. PADGE'l".r'S RESUBDIVISION OF ORIGINAL LOTS
2 & 5, according to the plat thereof as recorded in Plat Book 4,
Page 32, in the Public Recorda of Pinellas County, Florida.
STREET ADDRESS
1169 Gould Street, Clearwater, Fl. 33756
PERSONALTY :
NONE
2. FULL PURCHASE PRICE ............................................. $
40,000.00
3. MANNER OF PAYMENT: City of Clearwater check in U. S. funds at time
of closing (subject to credits, prorations) ... $
40,000.00
4. DE'l'ERHIHATION OF PURCHASE PRICE
The Full Purchase Price as shown herein has been stipulated by Seller and is not
supported by current market value appraisal or other analysis and determination of the
value of the fee simple interest to be conveyed.
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 ~or a period of
45 days following delivery in duplicate original to Earl Barrett, Real Estate Services
Manager, in the Public Works Department of the City of Clearwater for acceptance and
approval, counter-offer, or rejection by action of the Clearwater City Commission
("Commission"). If this agreement is accepted and approved by the Commission, it will be
executed by duly authorized City officials and delivered to Buyer within 10 days
thereafter. If a counter-offer is approved by the Commission, it shall be delivered to
Seller in writing within 10 days of such action by the City Commission, and Seller shall
have 10 days thereafter to deliver to Buyer written notice of acceptance or rejection of
such counter-offer. If written notice of acceptance is not timely delivered, or if the
counter-offer is rejected by Seller, this contract shall thereafter be null and void in
all respects. If this contract is rejected by the Commission upon initial presentation to
the Commission, this contract shall be null and void in all respects and Buyer shall be so
informed in writing within 5 days of such action.
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by
Statutory Warranty, Trustee's, Personal Representative's or Guardian's Deed, as
appropriate to the status of Seller, subject only to matters contained in Paragraph 7
acceptable to Buyer. Otherwise title shall be free of liens, easements and encUmbrances
of record or known to Seller, but subject to property taxes for the year of closing;
covenants, restrictions and public utility easements of record; and NO OTHERS.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within -!!- days pr~or to closing date deliver to
Buyer a title insurance commitment issued by a Florida licensed title insurer agreeing to
liens, encumbrances, exceptions or qualifications set forth in this Contract, and those
which shall be discharged by Seller at or before closing. Seller shall convey a
marketable title subject only to liens, encumbrances, exceptions or qualifications set
forth in this Contract. Marketable title shall be determined according to applicable
Title Standards adopted by The Florida Bar and in accordance with law. Buyer shall have 5
days from receiving evidence of title to examine it. If title is found defective, Buyer
shall, within 3 days thereafter, notify Seller in writing specifying defect (s) . If the
defect (s) render title unmarketable, Seller will have 120 days from receipt of notice
within which to remove the defect(s), failing which Buyer shall have the option of either
accepting the title as it then is or withdrawing from this Contract. Seller will, if
title is found unmarketable, make diligent effort to correct defect(s) in title within the
time provided therefor, including the bringing of necessary suits.
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8. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to
exarrune 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. CLOSING PLACE AND DATE
[Xl Seller [ l 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 days following the Effective Date, unless extended by other provisions of this
contract. If either party is unable to comply with any provision of this contract within
the time allowed, and be prepared to close as set forth above, after making all reasonable
and diligent efforts to comply, then upon giving written notice to the other party, time
of closing may be extended up to 45 days without effect upon any other term, covenant or
condition contained in this contract.
10. CLOSING DOCUMENTS
Seller shall furnish closing statement, 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.
11. 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.
12. PRORATIONS; 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. Closing agent shall also collect, if
applicable, all intangible personal property taxes which may be due in the year of sale
and deliver same to the Pinellas County Tax Collector. Seller shall be entitled to
reimbursement for any excess taxes paid, if any, following certification of the tax rolls
for the year of sale. 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.
13. 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. Seller agrees to deliver
occupancy of the Property at time of closing unless otherwise stated herein. If occupancy
is to be delivered bef?~~losing, 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.
14. 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 WA.J:ffi]I.NTIES") 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 45 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
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as may be required for Buyer's inspection~ and inves~igat~ons. ,Buye7 shall ~ot
engage in any activity that could result 1n a mechan1cs 11en be1ng f71ed aga7nst
the Property without Seller's prior written consent. Buyer may te~nate th1s
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 repa1r all
damages to the Property resulting from the inspections and investigations and
return the Property to its present condition.
15. SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida
Sovereign Immunity Statute, F.S. 758.28, agrees to indemnify and hold harmless the Seller
from claims of injury to persons or property during the inspections and investigations
described in Paragraph 14(b) resulting from Buyer's own negligence only, or that of its
employees or agents only, subject to the limits and restrictions of the sovereign immunity
statute.
16. RISK 01' LOSS
If the Property is damaged by fire or other casualty before closing and cost of
restoration does not exceed 3% of the assessed valuation of the Property so damaged, cost
of restoration shall be an obligation of the Seller and closing shall proceed pursuant to
the terms of this contract with restoration costs escrowed at closing. If the cost of
restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyer
shall have the option of either taking the Property "as is", together with either the 3%
or any insurance proceeds payable by virtue of such loss or damage, or of canceling this
contract.
17. PROCEEDS 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.
18. 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.
19. SELLER WARRANTIES
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Seller warra~ts tHat there are no facts known to Seller that would materially effect
the value of the Property, or which would be detrimental to the Property, or which would
effect Buyer's desire to purchase the property except as follows: (Specify known defects.
If none are known, write "NONE")
Buyer shall have the number of days granted in Paragraph 14(b) above ("Property
Condition") 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
wi thin said time period, Buyer shall be deemed to have waived any obj ection to the
disclosed matters and shall have the obligation to close on the contract.
20. 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.
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21. CONTRACT NOT RECORDABLE; 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.
22. 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.
23. ASSIGNABILITY; PERSONS BOUND
This contract is assignable by and at the option of the City to any governmental
agency, entity or individual(s)at or prior to closing. Seller agrees to execute, if
reasonably required by the assignee, a joinder and consent to such assignment. 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.
24. 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.
25. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract
in conflict with them.
2 6. NO BROI<ER
Seller and Buyer represent and agree they have dealt with no Broker or finder in
connection with the transactions contemplated hereby. Seller and Buyer further agree to
indemnify the other from any damage, liability or expense either may suffer as a result of
any claim of a Broker or finder with whom it is determined that the other party has dealt
with in contravention of this agreement; except, however, that total City obligations
under this provision shall be subject to the limits and restrictions of the Florida
sovereign immunity statute, F.S. 768.28.
27. 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
subsequent to the expungement of the invalid provision.
28. GOVEmfING 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.
29. 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 initial~..~~signature thereon shall be deemed an original.
30. SPECIAL CLAUSES
[X] Not applicable, OR An Addendum containing special clauses that constitute
agreements and covenants between the parties is attached to and a part of this contract.
When any special clause in the Addendum is in conflict with any provision contained
elsewhere in this contract, then the special clause shall govern.
31. 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.
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(SIGNATURE PAGE)
For: Real Estate Purchase Contract
Re: Lot 19, R. H. PADGETT'S RESUB
OF LOTS 2 & 5, PB 4, PAGE 32
Seller: AUTO COOLING AND EXHAUST SYS'l'ENS, INC.,
a Florida Corporation
Date: cg,./(- ~
By:
a~, 4,.e~
Allyn A rs, P es ent/Director
~ t.: LI - 6'9 6 l (J f
Social Security or Tax I.D.#
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[vi APPROVED AND ACCEPTED this ~ day of ~~~
, 1998.
\ _ ern
By:J
Michael J.
OF CLEARWATER, FLOlUDA
Roberto, City Manager
Approved as to form and
legal sufficiency:
ATTEST:
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--John Carassas, Assistant City Attorney
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Ayers Cont. 0898ewb
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CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: AUTO COOLING' EXHAUST SYSTEMS, INC., a Florida Corporation, (herein "Seller"),
C/O 2950 5th Avenue North, St. Petersburg, Florida 33713, Phone: (727) 327-2621, 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
Attorney, Phone: (813) 562-4010 (collectively "Parties") hereby agree that the Seller
shall sell and Buyer shall buy the following real property ("Real Property") and personal
property ("Personalty") (collectively "Property") upon the following terms and conditions.
THE "EFFECTIVE DATE" 01' THIS CONTRACT IS THE DATE 01' EXECUTION BY DULY
AUTHORIZED CITY OnICIALS. Tnm: IS 01' THE ESSENCE IN THIS CONTRACT.
Time perioda of 5 days or less shall be computed without includin'1
Saturday, Sunday, or national le'1al holidays and any time period endin'1
on a Saturday, Sunday or national legal holiday ahall be extended until
5:00 P.M. of the next business day.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: Lot 19, R. B. PADGETT'S RESUBDIVISION OF ORIGINAL LOTS 2 , 5,
according to the map or plat thereof as recorded in Plat Book
4, Page 32, in the Public Recorda of Pinellas County, Florida.
STREET ADDRESS
1169 Gould Street, Clearwater, Fl. 33756
PERSONALTY :
NONE
2. FULL PURCHASE PRICE ............................................. $
40,000.00
3. MANNER OF PAYMENT: City of Clearwater check in U. S. funds at time
of closing (subject to credits, prorations)... $
40,000.00
4. DETERMINATION OF PURCHASE PRICE
The Full Purchase Price as shown herein has been stipulated by Seller and is not
supported by current market value appraisal or other analysis and determination of the
value of the fee simple interest to be conveyed.
5. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by Seller, the price, terms ana conditions as
contained herein shall remain unchanged and be held unconditionally open for a period of
45 days following delivery in duplicate original to Earl Barrett, Real Estate Services
Manager, in the Public Works Department of the City of Clearwater for acceptance and
approval, counter-offer, or rejection by action of the Clearwater City Commission
("Commission"). If this agreement is accepted and approved by the Commission, it will be
executed by duly authorized City officials and delivered to Buyer within 10 days
thereafter. If a counter-offer is approved by the Commission, it shall be delivered to
Seller in writing within 10 days of such action by the City Commission, and Seller shall
have 10 days thereafter to deliver to Buyer written notice of acceptance or rejection of
such counter-offer. If written notice of acceptance is not timely delivered, or if the
counter-offer is rejected by Seller, this contract shall thereafter be null and void in
all respects. If this contract is rejected by the Commission upon initial presentation to
the Commission, this contract shall be null and void in all respects and Buyer shall be so
informed in writing within 5 days of such action.
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by
Statutory Warranty, Trustee's, Personal Representative I s or Guardian I s Deed, as
appropriate to the status of Seller, subject only to matters contained in Paragraph 7
acceptable to Buyer. Otherwise title shall be free of liens, easements and encumbrances
of record or known to Seller, but subject to property taxes for the year of closing;
covenants, restrictions and public utility easements of record; and NO OTHERS.
7. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date deliver to
Buyer a title insurance commitment issued by alflc)rida licensed title insurer agreeing to
liens, encumbrances, exceptions or qualifications set forth in this Contract, and those
which shall be discharged by Seller at or before closing. Seller shall convey a
marketable title subject only to liens, encumbrances, exceptions or qualifications set
forth in this Contract. Marketable title shall be determined according to applicable
Title Standards adopted by The Florida Bar and in accordance with law. Buyer shall have 5
days from receiving evidence of title to examine it. If title is found defective, Buyer
shall, within 3 days thereafter, notify Seller in writing specifying defect(s). If the
defect (s) render title unmarketable, Seller will have 120 days from receipt of notice
within which to remove the defect(s), failing which Buyer shall have the option of either
accepting the title as it then is or withdrawing from this Contract. Seller will, if
title is found unmarketable, make diligent effort to correct defect(s) in title within the
time provided therefor, including the bringing of necessary suits.
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8.~
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to
exallU.ne 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. CLOS:ING PLACE AND DATE
[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 days followinq 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 term, covenant or
condition contained in this contract.
10. CLOS:ING DOCUMENTS
Seller shall furnish closing statement, 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.
11. CLOS:ING 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.
12. PRORATIONS; 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. Closing agent shall also collect, if
applicable, all intangible personal property taxes which may be due in the year of sale
and deliver same to the Pinellas County Tax Collector. Seller shall be entitled to
reimbursement for any excess taxes paid, if any, following certification of the tax rolls
for the year of sale. 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.
13. 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. 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.
14. 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 [X].
a. [ ] As :Is: Buyer has inspected the Property or waives any right to inspect and
accepts the Property in its present "as is" condition.
b. [X] As Is With Riqht 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
'P~""Te. ? ("".-F c;
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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.
15. SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida
Sovereign Immunity Statute, F.S. 758.28, agrees to indemnify and hold harmless the Seller
from claims of injury to persons or property during the inspections and investigations
described in Paragraph 14(b) resulting from Buyer's own negligence only, or that of its
employees or agents only, subject to the limits and restrictions of the sovereign immunity
statute.
16. IUSK 01' LOSS
If the Property is damaged by fire or other casualty before closing and cost of
restoration does not exceed 3% of the assessed valuation of the Property so damaged, cost
of restoration shall be an obligation of the Seller and closing shall proceed pursuant to
the terms of this contract with restoration costs escrowed at closing. If the cost of
restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyer
shall have the option of either taking the Property "as is", together with either the 3%
or any insurance proceeds payable by virtue of such loss or damage, or of canceling this
contract.
17. PROCEEDS 01' SALE; CLOSING PROCEDUllE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in
escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period
of not longer than 5 days from and after closing, during which time evidence of title
shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or
change which would render Seller's title unmarketable from the date of the last title
evidence. If Seller's title is rendered unmarketable through no fault of the Buyer, Buyer
shall, within the 5 day period, notify the Seller in writing of the defect and Seller
shall have 30 days from the date of receipt of such notification to cure the defect. If
Seller fails to timely cure the defect, all funds paid by or on behalf of the Buyer shall,
upon written demand made by Buyer and within 5 days after demand, be returned to Buyer and
simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property
and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand
for refund, Buyer shall take title "as is", waiving all rights against Seller as to any
intervening defect except as may be available to Buyer by virtue of warranties contained
in the deed. The escrow and closing procedure required by this provision may be waived if
title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
18. DEFAULT
If this transaction is not closed due to any default or failure on the part of the
Seller, other than to make the title marketable after diligent effort, Buyer may seek
specific performance or unilaterally cancel this agreement upon giving written notice to
Seller. If this transaction is not closed due to any default or failure on the part of the
Buyer, Seller may seek specific performance. If a Broker is owed a brokerage fee
regarding this transaction, the defaulting party shall be liable for such fee.
19. SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially effect
the value of the Property, or which would be detrimental to the Property, or which would
effect Buyer's desire to purchase the property except as follows: (Specify known defects.
If none are known, write "NONE")
NoliE
Buyer shall have the number of days granted in Paragraph 14 (b) above ("Property
Condition") 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.
20. RADON GAS NOTIFICATION
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
Flcrida. Additional information regarding radon and radon testing may be
nb'='-D~ ~rom vour ccuntv Dublic health unit.
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21. CONTRACT NOT RECORDABLE; 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.
22. 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.
23. ASSIGNABILITY; PERSONS BOUND
This contract is assignable by and at the option of the City to any governmental
agency, entity or individual{slat or prior to closing. Seller agrees to execute, if
reasonably required by the assignee, a joinder and consent to such assignment. 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.
24. ATTOIlNEY FEES; COSTS
In any litigation arising out of this contract, the prevailing party shall be entitled
to recover reasonable attorney's fees and costs.
25. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract
in conflict with them.
26. NO BROKER
Seller and Buyer represent and agree they have dealt with no Broker or finder in
connection with the transactions contemplated hereby. Seller and Buyer further agree to
indemnify the other from any damage, liability or expense either may suffer as a result of
any claim of a Broker or finder with whom it is determined that the other party has dealt
with in contravention of this agreement; except, however, that total City obligations
under this provision shall be subject to the limits and restrictions of the Florida
sovereign immunity statute, F.S. 768.28.
27. 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
subsequent to the expungement of the invalid provision.
28. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed
by, construed, and enforced in accordance with the laws of the State of Florida.
29. 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.
30. SPECIAL CLAUSES
[X] Not applicable, OR [ ] An Addendum containing special clauses that constitute
agreements and covenants between the parties is attached to and a part of this contract.
When any special clause in the Addendum is in conflict with any provision contained
elsewhere in this contract, then the special clause shall govern.
31. 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 1:S 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.
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(SIGNATURE PAGE)
For: Real Estate Purchase Contract
Re: Lot 19, R. H. PADGETT'S RESUB
OF LOTS 2 & 5, PB 4, PAGE 32
~:
AUTO COOLING AND EXHAUST SYSTEMS, INC.,
a Florida Corporation
Date: .cg-/(- ~
By:
~, 4e~
AI yn A rs, P esi ent/Director
~ a t.../ ~ 08 61 0 f
Social Security or Tax I.D.#
[ ] APPROVED AND ACCEPTED this
day of
, 1998.
Countersigned:
CITY OF CLEARWATER, FLORIDA
Rita Garvey, Mayor-Commissioner
By:
Michael J. Roberto, City Manager
Approved as to form and
legal sufficiency:
ATTEST:
John Carassas, Assistant City Attorney
Cynthia E. Goudeau, City Clerk