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DIMMITT CAR LEASING INC .; 'l&. ." - ~~ I PREPARED BY AND RETURN T~ J. PAUL RAYMOND, Esquire Macfarlane Ferguson & McMullen 625 Court Street, Suite 200 Post Office Box 1669 (33757) Clearwater, Florida 33756 I 88-218547 JL y- 2-1888 3: 16PM PINELLAS CO 8K 10576 PG 8 UllllllllllllllllllllllllllllllnIUIIIIIIIIL_-- .. WARRANTY DEED THIS INDENTURE made this 1st day of July 1999, between DIMMITT CAR LEASING, INC., a corporation existing under the laws of the State of Florida, having its principal place of business in the County of Pinellas, State of Florida, Party of the First Part, whose mailing address is 25191 U. S. Hwy 19 N., Clearwater, FL 33763, and CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, Party of the Second Part, whose mailing address is P.O. Box 4748, Clearwater, FL 34618. ...2... .. A~i~~'(~.' . r' ," P," "fi,() L/ (:;...::. "., . ....~.__ WIT N E SSE T H: [):::',:: That the said Party of the First Part, for and in considera- i !~,; r- ~':. i:' '; , lion of the sum of Ten Dollars ($10.00) to it in hand paid by the j:;;::;'.m,..s.aid Party of the Second Part, the receipt whereof is hereby ~~~S~~CknOWledged, has granted, bargained and sold to the said Party of '0,< . " !....,r ",. .___..._____~_,____ c; ~'~ c.: (~ _.....-the Second Part, forever, the following described land, situate lying and being in the County of Pinellas, State of Florida, to- wit: See Exhibit "A" attached hereto and made a part hereof. Subject to 1999 real estate taxes, restrictions, reserva- tions and easements of record. Parcel I.D. No.'s 15/29/15/88974/000/0090 -r/'; -/ :,/:;- 15/29/15/54450/003/0010 /Jr: 15/29/15/16830/001/0010, 15/29/15/16830/002/0010 Ii 1'" I";' i Grantee's Tax I.D. No. And the said Party of the First Part does hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. C::;curr:ontary Tax Pc. $ 8" ~ SO.loO G_--==-__".___.____.,.,..__._. :;,,'~',-:I.,"<1ibjf~ Ta,):; Fd r(arioon F ~. ~ak~~~p!(.),',.)!I,,"",,'.. COUl.,.ley BY~ '0-::- Deputy Clnr~ '0/ //} - I '; /2 (i) f ,- I I PINELLRS COUNTY fLR, OFF ,REC.8K 10576 PG 10 IN WITNESS WHEREOF, the said Party of the First Part has caused these presents to be signed in its name by its President, the day and year above written. Signed, Sealed and Delivered in Our Presence: DIMMITT CAR LEASING, INC., a Florida corporation kL ;1! #'~ Print Name L?s T'E~ (, 6-A.,;;S BY'L--..- Lawrence H. Dimmitt, Vice President (SEAL) 6~ /I~12t Frlnt Name--e,oh vue. A-. Kop~',l<. (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF PINELLAS I HEREBY CERTIFY that before me personally appeared Lawrence H. Dimmitt, III as Vice Presideq.t..oL..-DIMMITT CAR LEASING, INC., a Florida corporation, to me ~rsonaliy --KnUWU) or who has produced as identificatlon and known to me to be the persons described in and who executed the foregoing instrument, and severally acknowledged the execution thereof to be his free act and deed as such officer, for the use and purpose therein expressed, and that he affixed thereto the official seal of said corporation and the said instrument is the act and deed of said corporation. WITNESS my hand and State, this I Clearwater, said County .,..~~ Patricia A Cloughsey t:!'Ji.'l:~ MY COMMISSION II ((760983 EXPIRES ~:.~~~l October 21, 2002 'l,r;;;Iot~' BONDEDTHf1U TROYfAlN INSIJl1ANCf,INC I'fi.....'" Notary Public /Print Name My Commission H:\DATA\REL\LAS\DIMMITT\DCL\WAR-COR2 -2- ( . . I I Exhibit "A" PINELLAS COUNTY rLA OFT. REC ,8K 10578 PG ' 11 '- Parcel 1 Lots 9, 10 and 11, TACK & WARREN SUBDIVISION according to the plat thereof, recorded in Plat Book 21, Page 48, Public Records of Pinellas County, Florida. Together with North 1/2 of vacated alley lying South of and adjoining. Parcel 2 Lots 1, 2, 3 and 4, Block 3, MAGNOLIA PARK SUBDIVISION according to the plat thereof, recorded in Plat Book 3, Page(s) 43, Public Records of Pinellas County, Florida. Parcel 3 Lot 1,2,3 and 4 Block A, COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas County, Florida, LESS AND EXCEPT: (1) Beginning at a point where the East line of Prospect Avenue intersects the North line of Pierce Street, as said thoroughfares are now located, and run thence East along the North line of Pierce Street a distance of 185.02 feet for point of beginning; from the point thus established run thence East along the North line of Pierce Street 25 feet, run thence North 100 feet, run thence West 25 feet, run thence South 100 feet, to the point of beginning. (2) The West 100 feet of said Lot 4 and the West 100 feet of the South 20 feet of said Lot 3; (3) The road right-of-way over the South 30 feet thereof. Lot 16, 17, 18 and 19, Block A, COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of pinellas Go'xnty, Florida, less and except that portion contained in the right-of-way of Pierce Street and also except that portion sold to Thomas A. Pendleton, Jr. and Troy M. Pendleton, by deeds of record. Together with vacated alley lying South of Parcel 2 and North of Parcel 3, Less and Except the North 10.88' of vacated alley, South of and adjacent to the West 1/2 of Lot 5, Block 3, MAGNOLIA PARK according to the plat thereof, recorded in Plat Book 3, Page(s) 43, Public Records of Pinellas County, Florida. Parcel 4 Lot 1, less the West 12 feet; Lot 2, less the West 6 feet; Lots 3, 4, 18, and 19, of Block B, of COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 page(s) 26 Public Records of Pinellas County, Florida. Together with South 1/2 of vacated alley lying North of adjacent to Lot 1, Less the West 12 feet. 3C142137 07-02-199juJ5:16:41. -1)1- --?o?ooooooo- DED-DIMIT CAR LEASING INC RECORDING 003 PAGES 1 DOC SIMP - DR219 3 YtlW TOTAl: P CHECK A"T.TENDERED: CHANGE: 515.00 $8,650.60 -------- $8,665.60 $8,665.60 $.00 " , , C LOS I N G S TAT E MEN T MACFARLANE FERGUSON & McMULLEN Exchangor: DIMMITT CAR LEASING, INC., a Florida corporation Intermediary: R. CARLTON WARD Purchaser: CITY OF CLEARWATER, FLORIDA, a Florida Municipal corporation Date: July 2, 1999 Description of Property: See Exhibit IIAII attached hereto and made a part hereof. CREDITS TO EXCHANGOR: Total Purchase Price - $1,235,745.17 Balance to close $1. 235,745.17 $1,235,745.17 $1,235,745.17 STATEMENT TO PURCHASER: Balance to Close Record Deed $1,235,745.17 15.00 Total required to close $1,235,760.17 PURCHASER: CITY OF CLEARWATER, FLORIDA a Florida Municipal corporation BY, t<.~ j/ dw, 1 . , , Exhiliit '~" ,Parcell Lots 9, 10 and 11, TACK & WARREN SUBDIVISION according to the plat thereof, recorded in Plat Book 21, Page 48, Public Records of Pinellas County, Florida. Together with North 1/2 of vacated alley lying South of and adjoining. Parcel 2 Lots 1, 2, 3 and 4, Block 3, MAGNOLIA PARK SUBDIVISION according to the plat thereof, recorded in Plat Book 3, page(s) 43, Public Records of Pinellas County, Florida. Parcel 3 Lot 1,2,3 and 4 Block A, COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas County, Florida, LESS AND EXCEPT: (1) Beginning at a point where the East line of Prospect Avenue intersects the North line of Pierce Street, as said thoroughfares are now located, and run thence East along the North line of Pierce Street a distance of 185.02 feet for point of beginning; from the point thus established run thence East along the North line of Pierce Street 25 feet, run thence North 100 feet, run thence West 25 feet, run thence South 100 feet, to the point of beginning. (2) The West 100 feet of said Lot 4 and the West 100 feet of the South 20 feet of said Lot 3; (3) The road right-of-way over the South 30 feet thereof. Lot 16, 17, 18 and 19, Block A, COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas Gounty, Florida, less and except that portion contained in the right-of-way of Pierce Street and also except that portion sold to Thomas A. Pendleton, Jr. and Troy M. Pendleton, by deeds of record. Together with vacated alley lying South of Parcel 2 and North of Parcel 3, Less and Except the North 10.88' of vacated alley, South of and adjacent to the West 1/2 of Lot 5, Block 3, MAGNOLIA PARK according to the plat thereof, recorded in Plat Book 3, Page(s) 43, Public Records of Pinellas County, Florida. Parcel 4 Lot 1, less the West 12 feet; Lot 2, less the West 6 feet; Lots 3, 4, 18, and 19, of Block B, of COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas County, Florida. Together with South 1/2 of vacated alley lying North of adjacent to Lot 1, Less the West 12 feet. r ALTA Owner's Policy (10-17-92) (With Florida Modifications) ~ FATlC-521 First Anlerica~'Titie Insurance Clmpany SCHEDULE A Agent's File No.: 106452 -4 - 9 Policy No. Date of Policy: July 2, 1999 03:16:00 PM FA-35-376711 JH Amount of Insurance $ 1, 23 5 , 745 . 17 1. Name of Insured: CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation 2. The estate or interest in the land which is covered by this policy is: Fee Simple 3. Title to the estate or interest in the land is vested in: CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation 4. The land referred to in this policy is described as follows: See Attached Schedule A Continued MACFARLANE FERGUSON & MCMULLEN 625 COURT STREET CLEARWATER, FL. 33756 By: F,A,TlC-600 (Rev. 9-78) First Anlerica~Titie Insurance Clmpany SCHEDULE A (Continued) Agent's FileNo.: 106452-4-9 Commitment No. FA-CC- DP/SAD/CC Policy No.: FA-35-376711 JH Parcel 1 Lots 9, 10 and 11, TACK & WARREN SUBDIVISION according to the plat thereof, recorded in Plat Book 21, Page 48, Public Records of Pinellas County, Florida. Together with North 1/2 of vacated alley lying South of and adjoining. Parcel 2 Lots 1, 2, 3 and 4, Block 3, MAGNOLIA PARK SUBDIVISION according to the plat thereof, recorded in Plat Book 3, Page(s) 43, Public Records of Pinellas County, Florida. Parcel 3 Lot 1,2,3 and 4 Block A, COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas County, Florida, LESS AND EXCEPT: (1) Beginning at a point where the East line of Prospect Avenue intersects the North line of Pierce Street, as said thoroughfares are now located, and run thence East along the North line of Pierce Street a distance of 185.02 feet for point of beginning; from the point thus established run thence East along the North line of pierce Street 25 feet, run thence North 100 feet, run thence West 25 feet, run thence South 100 feet, to the point of beginning. (2) The West 100 feet of said Lot 4 and the West 100 feet of the South 20 feet of said Lot 3; (3) The road right-of-way over the South 30 feet thereof. Lot 16, 17, 18 and 19, Block A, COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas County, Florida, less and except that portion contained in the right-of-way of Pierce Street and also except that portion sold to Thomas A. Pendleton, Jr. and Troy M. Pendleton, by deeds of record. Together with vacated alley lying South of Parcel 2 and North of Parcel 3, Less and Except the North 10.88' of vacated alley, South of and adjacent to the West 1/2 of Lot 5, Block 3, MAGNOLIA PARK according to the plat thereof, recorded in Plat Book 3, Page(s) 43, Public Records of Pinellas County, Florida. Parcel 4 F"'llC-600 (Rev. 9-76) First Anlerica.i'Title Insurance Clmpany SCHEDULE A (Continued) Agent's File No.: 106452 -4 - 9 Commitment No. FA-CC- DP/SAD/CC Policy No.: FA-35-376711 JH Lot 1, less the West 12 feet; Lot 2, less the West 6 feet; Lots 3, 4, 18, and 19, of Block B, of COACHMAN HEIGHTS SUBDIVISION, according to the plat thereof, recorded in Plat Book 20 Page(s) 26 Public Records of Pinellas County, Florida. Together with South 1/2 of vacated alley lying North of adjacent to Lot 1, Less the West 12 feet. F.llC-522 First Anlerica~'Titie Insurance Clmpany SCHEDULE B Agent's File No.: 106452-4-9 Policy No. FA-35-376711 JH This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey or inspection of the premises. 4. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Any adverse claim to any portion of said land which has been created by artificial means or has accreted to any such portion so created and riparian rights, if any. 6. Taxes or special assessments which are not shown as existing liens by the public records. NOTE: Exceptions numbered 1 through 6 above are hereby deleted. Special Exceptions: 7. The lien of all taxes for the year 1999. and all subsequent years, which are not yet due and payable. 8. Any minerals or mineral rights leased, granted or retained by current or prior owners 9. Easement contained in Ordinance No. 1716, recorded in O.R. Book 4616, Page 1440, Public Records of Pinellas County, Florida, as to Parcell. 10. Covenant recorded in O.R. Book 4699, page 143, Public Records of Pinellas County, Florida, as to Parcel 2 and 3. 11. Ter.ms and provisions of all agreements and franchises pertaining to the cost, installation, operation, and maintenance of gas, water and/or sewer facilities. 12. Subject to matters as shown on survey dated 4/22/99 by CORNERSTONE ENGINEERING & SURVEYING, INC., as Job No. 99-37C. _ ar halds,an indebtedness secured by a purchase maney martgage given by a pllrchaser from the insured, ar anly sa lang as the insured shall have liability by reasan af cavenants af warranty made by the insured in any transfer ar canveyance af the estate ar interest. This palicy shall nat cantinue in farce in favar af any pur- chaser fram the insured af either (i) an estate ar interest in the land, ar (ii) an indebtedness secured by a pur- chase maney martgage given to. the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall natify the Campany promptly in writing (i) in case af any litigatian as set farth in Sectian 4(a) belaw, (ii) in case knawledge shall came to. an insured hereunder af any claim aftitle ar interest which is adverse to. the title to. the estate ar interest, as insured, and which might cause lass ar damage far which the Campany may be liable by virtue af this palicy, ar (iii) if title to. the estate ar interest, as insured, is rejected as unmarketable. If prampt natice shall nat be given to. the Campany, then as to. the insured all liability af the Campany shall terminate with regard to. the matter ar matters far which prompt natice is required; provided, hawever, that failure to. natify the Campany shall in no. case prejudice the rights af any insured under this palicy unless the Campany shall be prejudiced by the failure and then anly to. the extent af the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upan written request by the insured and sub- ject to. the aptians cantained in Sectian 6 af these Canditians and Stipulatians, the Campany, at its awn cast and with aut unreasanable delay, shall pravide far the defense af an insured in Iitigatian in which any third party asserts a claim adverse to. the title ar interest as insured, but anly as to. thase stated causes af actian alleging a defect, lien ar encumbrance ar ather matter insured against by this palicy. The Campany shall have the right to. select caunsel af its chaice (subject to. the right af the insured to. abject far reasanable cause) to. represent the insured as to. thase stated causes af actian and shall nat be liable far and will nat pay the fees af any ather caunsel. The Campany will nat pay any fees, casts ar expenses incurred by the insured in the defense af thase causes af actian which allege matters nat insured against by this palicy. (b) The Campany shall have the right, at its awn cast, to. institute and prasecute any actian ar praceed- ing ar to. do. any ather act which in its apinian may be necessary ar desirable to. establish the title to. the estate ar interest, as insured, ar to. prevent ar reduce lass ar damage to. the insured. The Campany may take any appropriateactian undertheterms afthis palicy, whether ar nat it shall be liable hereunder, and shall nat thereby cancede liability ar waive any provisian af this palicy. If the Campany shall exercise its rights under this para- graph, it shall do. sa diligently. (c) Whenever the Campany shall have braught an actian ar interpased a defense as required ar permitted by the provisians af this pal icy, the Campany may pursue any litigatian to. final determinatian by a caurt af campetentjurisdictian and expressly reserves the right, in its sale discretian, to. appeal from any adverse judgment ar arder. (d) In all cases where this pal icy permits ar re- quires the Campany to. prasecute ar provide far the defense af any actian ar proceeding, the insured shall secure to. the Campany the right to. sa prosecute ar pravide defense in the actian ar proceeding, and all appeals therein, and permit the Campany to. use, at its aptian, the name af the insured far this purpase. Whenever requested by the Campany, the insured, at the Campany's expense, shall give the Campany all reasanable aid (i) in any actian ar proceeding, securing evidence, abtaining witnesses, prosecuting ar defend- ing the actian ar proceeding, ar effecting settlement, and (ii) in any ather lawful act which in the apinian afthe Campany may be necessary ar desirable to. establish the title to. the estate ar interest as insured. If the Campany is prejudiced by the failure af the insured to. furnish the required caaperatian, the Campany's abli- gatians to. the insured under the palicy shall terminate, including any liability ar abligatian to. defend, pros- ecute, ar cantinue any litigatian, with regard to. the matter ar matters requiring such caaperatian. shall have the fallawing additianal aptians: (a) To. Pav ~r Tender payment af the Amaunt af I'u~~~r.~. , . TT'OP3y ar tender paymentof the amaunt af insur- ance underthis palicytagetherwith any casts, attarneys' fees and expenses incurred by the insured claimant, which were autharized by the Campany, up to. the time af payment ar tender af payment and which the Cam- pany is abligated to. pay. Upan the exercise by the Campany af this aptian, all liability and abligatians to. the insured under this palicy, ather than to. make the payment required, shall terminate, including any liability ar abligatian to. de- fend, prasecute, ar cantinue any litigatian, and the pal icy shall be surrendered to. the Campany far cancel- latian. (b) To. Pavar Otherwise Settle With Parties Other than the Insured ar With the Insured Claimant. (i) . to. pay ar atherwise settle with ather par- ties far ar in the name af an insured claimant any claim insured against under this palicy, tagether with any casts, attarneys' fees and expenses incurred by the insured claimant which were autharized by the Cam- pany up to. the time af payment and which the Campany is abligated to. pay; ar (ii) to. pay ar atherwise settle with the insured claimant the lass ar damage provided far under this palicy, tagether with any casts, attarneys' fees and expenses incurred by the insured claimant which were autharized by the Campany up to. the time af payment and which the Campany is abligated to. pay. Upan the exercise by the Campany af either af the aptians pravided far in paragraphs (b)(i) ar (ii), the Campany's abligatians to. the insured under this palicy far the claimed lass ar damage, ather than the pay- ments required to. be made, shall terminate, including any liability ar abligatian to. defend, prasecute ar can- tinue any litigatian. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE. This palicy is a cantract af indemnity against actual manetary lass ar damage sustained ar incurred by the insured claimant who. has suffered lass ar damage by reasan af matters insured against by this palicy and anly to. the extent herein described. (a) The liability af the Campany under this palicy shall nat exceed the least af: (i) the Amaunt af Insurance stated in Sched- ule A, ar, (ii) the difference between the value af the insured estate ar interest as insured and the value afthe insured estate ar interest subject to. the defect, lien ar encumbrance insured against by this pal icy. (b) (This paragraph dealing with Coinsurance was removed from Florida policies.) (c) The Campany will pay anly thase casts, attar- neys' fees and expenses incurred in accardance with Sectian 4 af the Canditians and Stipulatians. B. APPORTIONMENT. If the land described in Schedule A cansists af two. ar mare parcels which are nat used as a single site, and a lass is established affecting ane ar mare afthe parcels but nat all, the lass shall be camputed and settled an a pro. rata basis as if the amaunt af insurance under this pal icy was divided pro. rata as to. the value an Date af Pal icy af each separate parcel to. the whale, exclusive af any improvements made subsequent to. Date af Palicy, unless a liability ar value has atherwise been agreed upan as to. each parcel by the Campany and the insured at the time af the issuance af this palicy and shawn by an express statement ar by an endarsement attached to. this pal icy. 9. LIMITATION OF LIABILITY. (a) If the Campany establishes the title, ar re- maves the alleged defect, lien ar encumbrance, ar cures the lack af a right af access to. arfram the land, ar cures the claim af un marketability af title, all as insured, in a reasanably diligent manner by any methad, including litigatian and the campletian af any appeals therefram, it shall have fully perfarmed its abligatians with respect to. that matter and shall nat be liable far any lass ar damage caused thereby. (b) In the event af any litigatian, including litiga- tian by the Campany ar with the Campany's cansent, remedies against any persan ar property necessary in arde~a. perfect this right af subragatian. The insured c1ai nt shall permitthe Campanyta sue, campromise ar se e in the name af the insured claimant and to. use the name af the insured claimant in any transactian ar Iitigatian invalving these rights ar remedies. If a payment an accaunt af a claim daes nat fully caver the lass af the insured claimant, the Campany shall be subragated to. these rights and remedies in the propartian which the Campany's payment bears to. the whale amaunt af the lass. If lass shauld result from any act af the insured claimant, as stated abave, that act shall nat vaid this pal icy, butthe Campany, in that event, shall be required to. pay anly that part af any lasses insured against by this palicy which shall exceed the amaunt, if any, last to. the Campany by reasan af the impairment by the insured claimant afthe Campany's right afsubragatian. (b) The Camoanv's Rights Aaainst Nan-insured ~. The Campany's right af subragatian against nan- insured abligars shall exist and shall include, withaut limitatian, the rights af the insured to. indemnities, guaranties, ather palicies af insurance ar bands, nat- withstanding any terms ar canditians cantained in thase instruments which providefarsubragatian rights by reasan af this pal icy. 14. ARBITRATION. Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be de- manded if agreed to by both the Company and the insured. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, and service of the Company in connection with its issuance or the breach 01 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 effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' lees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law af the situs af the land shall apply to. an arbitratian under the Title Insurance Arbitratian Rules. A capy af the Rules may be abtained from the Campany upan request. 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT. (a) This pal icy tagether with all endarsements, if any, attached hereto. by the Campany is the entire palicy and cantract between the insured and the Campany. In interpreting any pravisian af this palicy, this pal icy shall be canstrued as a whale. (b) Any claim af lass ar damage, whether ar nat based an negligence, and which arises aut af the status af the title to. the estate ar interest cavered hereby or by any actian asserting such claim, shall be restricted to. this palicy. (c) No. amendment af ar endarsement to. this palicy can be made except by a writing endarsed herean ar attached hereto. signed by either the President, a Vice President, the Secretary, an Assistant Secretary, ar validating afficer ar autharized signatary af the Cam- pany. 16. SEVERABILITY. In the event any pravisian af the palicy is held invalid ar unenfarceable under applicable law, the pal icy shall be deemed nat to. include that provisian and all ather pravisians shall remain in full farce and effect. 17. NOTICES, WHERE SENT. All natices required to. be given the Campany and any statement in writing required to. be furnished the Campany shall include the number af this pal icy and shall be addressed to. the Campa ny, Attentian: Claims Department, 114 East Fifth Street, Santa Ana, Calilornia 92701. ~T , . c. " r . --~--;.~., \- -, . . . CONTRACT FOR PURCHASE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA PARTIES: DIMMITT CAR LEASING, INC., a Florida Corporation, herein "Seller"), of 25191 U. S. Highway 19 North, Clearwater, Florida 34623 Phone: (727) 797-7070, 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: Robert Keller, Assistant City Manager, Phone: (727) 562-4040 (collectively "Parties") hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property") and personal property ("Personalty") (collectively "Property") upon the following terms and conditions. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT. Time periods of 5 days or less shall be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday, Sunday or national legal holiday shall be extended until 5:00 P.M. of the next business day. 1. PROPERTY DESCRIPTION LEGAL DESCRIPTION: Parcel C, D, & E (See Exhibit A) PERSONALTY: NONE 2. FULL PURCHASE PRICE ............................................. $ 1,265,094.00 3. MANNER OF PAYMENT: City of Clearwater check in U.S. funds at time of closing ................................... $ 1,265,094.00 4. DETERMINATION OF PURCHASE PRICE The Full Purchase Price as shown herein has been reached through negotiations with the Seller by City staff through Klein & Heuchan, Inc., Realtors, acting as Agent for the Seller. The Purchase Price is based upon an agreed value of $7.75 per square foot multiplied by the estimated square feet included. The Purchase Price shall be adjusted by the actual square feet included in the conveyance as determined by the survey to be obtained by the Buyer. 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 45 days following delivery in duplicate original to Robert Keller, Assistant City Manager of the City of Clearwater for acceptance and approval, counter-offer, or rejection by action of the Clearwater City Commission ("Commission"). If this agreement is accepted and approved by the Commission, it will be executed by duly authorized City officials and delivered to Buyer within 10 days thereafter. If 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, subj ect 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, /1--0/7-/1 " " . . , , 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. Seller warrants and represents that there is ingress and egress to the Real Property sufficient for the intended use as described herein. 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 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. 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. CLOSING 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, within 120 days of 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 60 days without effect upon any other term, covenant or condition contained in this contract. 10. CLOSING DOCUMENTS Seller shall furnish closing statements for the respective parties, deed, bill of sale (if applicable), mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective instruments. 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. 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, and the tenant(s) or occupants disclosed pursuant to Paragraph 14. 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. 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. 15. 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 is 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 1. 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 Right of Inspection: Buyer may, at Buyer expense and within 90 days following the Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine sui tabili ty 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. 16. WALK-THROUGH 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 8 and 15 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. '!.-' . . 17. 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 15 (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. 18. 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. Value of improvements not material to transaction. 19. PROCEEDS OF 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. 20. DEFAULT If this transaction is not closed due to any default or failure on the part of the Seller, other than to mak'e 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. 21. 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") None., other than previously disclosed by Seller or otherwise known by Buyer. Buyer shall have the number of days granted in Paragraph 15(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. 22. 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 Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 23. CONTRACT NOT RECORDABLE; PERSONS BOUND Nei ther 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. 24. 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. 25. ASSIGNABILITY; PERSONS BOUND This contract and' "Broker" (if Seller, and their permitted) . [ ] is not assignable [X] is assignable. The terms "Buyer", "Seller", any) may be singular or plural. This Contract is binding upon Buyer, heirs, personal representatives, successors and assigns (if assignment is 26. 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. 27. TYPEWRITTEN OR HANDWRITi~N PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 28. BROKER REPRESENTATION Seller is represented by Mark Klein, Licensed Real Estate Broker, Klein & Heuchan, Inc. Realtors, in his fiduciary capacity as representative of the Seller in connection with the transactions contemplated hereby, and Seller shall be responsible for any Broker fee or expense due to said Broker. 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 subsequent to the expungement of the invalid provision. 30. 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. 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. OPTION TO PURCHASE Seller grants Buyer the option to purchase all of the real property described in Parcels A and B (see Exhibit "A") for the amount of $1,189,818.00, said price being calculated at $7.75 per square foot multiplied by the estimated square feet included. The option price shall be adjusted by the actual square feet included as determined by a survey to be obtained by the Buyer. Such option shall be exercisable for a period of one hundred eighty (180) days from the date of the execution hereof by the duly authorized City official. The option period may be extended for an additional one hundred eighty (180) days following the initial option period upon the payment, prior to the expiration of the initial option, of the sum of $50,000.00. Should Buyer exercise the option during the extended option period, Seller agrees to prorate the option consideration to the date of closing as if the same were rent for the entire extended option period. Upon exercise of the option, the closing shall occur within thirty (30) days thereafter which shall be governed by the same terms and conditions in this contract, other than those calling for an inspection period, except as may be modified by Buyer and Seller subsequent hereto. This option shall not be exercisable unless Buyer acquires Parcels C, 0, and E in accordance with the terms of this contract. This paragraph shall survive the closing of the contract for Parcels C, 0, and E and may not be modified without the prior written consent of both parties. Buyer may assign this contract to the Community Redevelopment Agency of the City of Clearwater without the consent of the Seller. 33. EXHIBITS ATTACHED Exhibit A (legal description of Parcels A, B, C, 0, & E) is attached hereto and made a part of this-contract. 34. 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. 'IJ/14(j Date:~ By: S"1r/1)?;f'1IJ'1 Social Security or Tax 1.0.# [ ] APPROVED AND ACCEPTED this {~ day of ~~ , 199L. sioner CITY 'f CLEARWA. . TER, FLORIDA By: Ji Michael J. Roberto, City Manager ~ Approved as to form and legal sufficiency: ATTEST: <::.-... ~ ~ ~ Jolln~assas, Assistant City Attorney -4 ~~L2't1<><. ~ Cy hia R.,/ Go~d~~u, . _City Clerk s/lega1/agreements/dimmitt contr 102998 , . / --- _':'.'~.r . ., '. EXHIBIT "A" A. PARCEL: 2915 15 54450 001 0040 01 LEGAL: Magnolia Park elk 1, Lots 4 thru 8 less Rd on N & Lot 9 & Lot 13 less E 40 Ft. B. PARCEL: 2915 15 54450 002 0010 01 & 2915 15 54450 002 0130 01 LEGAL: Magnolia Park elk 2, Lots 1 thru 8 less Rd on N & Lots 11 & 12 & Lots 14 thru 20. & Magnolia Park Blk 2, Lot 13 C. PARCEL: 2915 15 88974 000 0090 01 LEGAL: Track & Warren Lots 9, 10 and 11 & % vac alley S of Lot 9 D. PARCEL: 2915 15 54450 003 0010 01 LEGAL: Magnolia Park Blk 3, Lots 1 thru 4 23,664 SF PARCEL: 2915 15 16830 001 0010 01 LEGAL: Coachman Heights Rev elk A, pt lots 1 thru 4 & 16 thru 19 & % vac alley E. PARCEL: 2915 15 16830 002 0010 01 LEGAL: Coachman Heights Rev Blk B, Lots 1 , 2 less Rd , all of Lots 3,4, 18, '19 ,% vac alley N of Lot 1 . e .. ~ I :I ~ .. Ii. _J. , I.. ., I iI ~ , I 'C ~: i i. ,. ,. oo , .. . .. . .. .. . .. . 'AM ... . . . +Oo , . . ,. - . ' w i ~ . . - - r - 'I - - I ... I ' .~_u__ " .1... .' II . ~e.97;' 'i: - -- - : -,J I I " -. ... . PICIlCl CL['o'tLAHO . ... ... ;) z ~ ~ ,,, o .. po u w ~ 1/1 2 ... .. . 5111[[1 ,-- (D7 It ! '-0: ---------'1----------- J . I I II " ; · " !I( -..-- J --'Jr; - -..- - - - - - - - - - - - .. i' ~ -.' _00' ,,",;:;--- w 1._ [ I .~,J:~:..... ~ . - - - - - - - - - - ~ - - - - - - -- - - - -.- -:-- I _ 0' .. - - _ _ .. '.. -)..... STItt[T .