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									                    REAL ESTATE PURCHASE AND SALE AGREEMENT
                             (1.16 Acre Fiftone Road Parcel)

       THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (“Agreement”) is
made and entered into as of the date on which the latter of the parties hereto executes this
Agreement (the “Effective Date”) by and between KENITH L. BURCH, an individual
(“Buyer”) and THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA, a body politic
and corporate (“Seller”).

                                      W I T N E S S E T H:

       In consideration of the mutual undertakings of the parties set forth in this Agreement and
of other valuable considerations, the receipt and sufficiency of which the parties hereby
acknowledges, the parties hereby agree as follows:

       Section 1.     Description of Prope rty to be Conveyed by Seller.             Seller hereby
agrees to sell, assign and convey to Buyer, and Buyer agrees to purchase from Seller in
accordance with the terms and subject to the conditions contained herein, all of Seller’s right title
and interest to that certain tract of land located in Duval County, Flor ida, more particularly
described on Exhibit “A” attached hereto and made a part hereof, together with all
appurtenances, hereditaments and improvements located thereon (the “Property”).

        Section 2.     Purchase Price. In consideration of the conveyance of the Property from
Seller to Buyer, Buyer shall pay to Seller at Closing, as hereinafter defined, an amount equal to
Thirteen Thousand Five Hundred and no/100 Dollars ($13,500.00) (the “Purchase Price”), plus
or minus net adjustments as set forth in this Agreement. Buyer shall deliver to Seller at the time
of execution of this Agreement and Seller shall thereafter deliver to Timothy A. Burleigh, P.A.
(the “Escrow Agent ”) the sum of Two Hundred Fifty no/100 Dollars ($250.00) (“Deposit”) via
money order or certified check made payable to Escrow Agent to be placed in a non- interest
bearing account. If the sale of the Property is consummated pursuant to the terms of this
Agreement, the Deposit shall be applied to the payment of the Purchase Price. If Buyer
terminates this Agreement in accordance with any right to terminate granted by this Agreement,
or if Seller breaches any of its obligations hereunder, the Deposit shall be immediately returned
to Buyer.

       Section 3.      Inspection Period.

         (a)    Duration. Buyer and its agents shall the right subject to the terms herein for a
forty- five (45) day period commencing on the Effective Date and ending at 6:00 p.m.
(Jacksonville, Florida time) after the Effective Date (“Inspection Period”), and thereafter
through the Closing if Buyer elects not to terminate the Agreement at the expiration of the
Inspection Period, to enter upon the Property to inspect, examine and investigate the Property to
determine whether or not the same is satisfactory to Buyer in Buyer’s sole discretion.
        (b)     Entry and Inspection. Buyer shall have the right and privilege to enter upon any
portion of the Property to inspect, examine, survey and otherwise perform or conduct such tests,
inspections, studies, audits, or other evaluations as Buyer may deem necessary, at Buyer’s sole
cost and expense, in conjunction with Buyers acquisition of the Property, including, but not
limited to, final determination of wetlands, environmental testing, including Phase I and Phase II
environmental assessments of the Property, and an engineering feasibility study which may
include topographic surveys, core borings, soil test pits and load bearing tests, as may be
required by Buyer to determine the physical characteristics of the substrata of the Property.
Following Buyers inspection of the Property, Buyer shall restore the Property to its original
condition, and shall indemnify, defend and hold Seller harmless from and against any and all
claims, costs, expenses and damages to persons and/or property incurred by, through, or out of
the exercise of such privilege; provided, however, that the Buyer’s indemnification hereunder
shall be subject to the limitations and provisions of Section 768.28, Florida Statutes, the
limitations of which are not altered, expanded, extended o r waived beyond the statutory
limitations enumerated in Section 768.28, Florida Statutes.

         (c)    Termination. Buyer shall have the right at any time during the Inspection Period
to notify Seller in writing that it has elected to terminate this Agreeme nt, if Buyer in its sole
discretion for any reason or no reason determines that the Property is not satisfactory to Buyer.
Upon delivery of written notice of termination to Seller, this Agreement shall terminate and the
parties shall be relieved of all further obligations under this Agreement which do not specifically
survive its termination. If Buyer does not deliver its election to terminate this Agreement prior
to the expiration of the Inspection Period, Buyer shall be deemed to be satisfied with the
Property and have waived its right to terminate the Agreement pursuant to the terms of this
section.

       Section 4.      Survey and Title.

        (a)    Survey. Buyer shall within twenty (20) days after the Effective Date, at Buyer's
cost and expense, obtain a boundary survey of the Property (the “Survey”), prepared by a
licensed Florida land surveyor. The legal description of the Property shown on the Survey shall
be automatically incorporated herein and substituted for the legal description attached hereto.

         (b)     Title. Buyer shall within twenty (20) days after the Effective Date, at Buyer's cost
and expense, obtain an owners title insurance commitment issued by Timothy A. Burleigh, P.A.,
as title agent for a licensed title insurance company, (“Title Insurer”), together with copies of all
committing to insure Buyer’s fee simple title to the Property (“Commitment”). Upon Buyers
receipt of the Commitment, Buyer shall forthwith furnish a copy thereof to Seller. The
Commitment shall show Seller to have good and insurable title to the Property free and clear of
all liens and encumbrances except taxes for the year of conveyance and subsequent years. The
policy, when issued, shall insure in Buyer good and insurable title to the Property, subject to
such other matters appearing in the Commitment which Buyer has approved or accepted as title
exceptions under this Section 4(b).
        (c)     Buyers Review. Buyer shall have ten (10) days after receipt of the Commitment
and Survey, whichever is received last, in which to examine the Survey a nd Commitment and to
determine the nature of any defects in title to the Property and in those matters or facts disclosed
by the Survey. If either the Commitment or Survey reveals any encroachments, overlaps,
easements, restrictions, covenants, conditions, liens, encumbrances, other title defects, or other
matters that are unacceptable to Buyer, with respect to the Property, Buyer shall give written
notice to Seller of such defects prior to the expiration of the said ten (10) day period. If Seller
does not cure such defects prior to the end of the Inspection Period, Buyer may, at its option, and
prior to the end of the Inspection Period (i) terminate this Agreement upon written notice to
Seller and the parties shall thereafter be relieved of all further obligations under this Agreement
which do not specifically survive its termination; or (ii) accept the uncured defects and take the
Property and title to the Property as they then exist.

         Section 5.     Property Conveyed in AS-IS Condition. Except for Seller’s warranty of
title set forth in the Special Warranty Deed, Seller conveys the Property in its AS-IS condition
with no representations and warranties as to the conditions of the Property. Buyer has conducted
or will conduct, prior to the expiration of the Inspection Period, such inspections and
investigations of the Property, including, but not limited to, the physical and environmental
conditions thereof, and shall rely upon same, and upon Closing, shall assume the risk that
adverse matters, including, but not limited to, adverse physical and environmental conditions,
including the existence in or on the Property of hazardous materials, that may not have been
revealed by inspections and investigations. Purchaser hereby agrees to defend, indemnify and
hold Seller harmless from any and all losses, damages, claims, costs, fees, penalties, charges,
assessments, taxes, fines or expenses including reasonable attorneys’ fees and legal assistants’
fees, arising out of any claim asserted by any person, entity, a gency, organization or body against
Seller with regard to hazardous or toxic waste, asbestos, radon or any other waste or
contaminates, or asserted by any person, entity, agency, organization or body against Seller, in
connection with liabilities associated with cleaning up, moving, disposal of or otherwise
eliminating any oil, toxic substance, hazardous substance, solid waste, waste or contaminate
from the Property. This indemnity includes, but is not limited to, any losses, damages, claims,
costs, fees, penalties, charges, assessments, taxes, fines or expenses, including reasonable
attorneys’ fees and legal assistants’ fees incurred by Seller under applicable federal, state and
local environmental laws. The provisions of this section shall survive Closing.

         Section 6.    Deed of Conveyance. Seller shall convey to Buyer good and insurable
title to the Property in fee simple by transferable and recordable fee simple special warranty
deed, free and clear of all liens and encumbrances, except such matters appearing in the
Commitment which Buyer has approved or accepted as title exceptions.

       Section 7.     Casualty. Risk of any casualty to or loss of the Property occurring prior
to Closing shall be borne by Seller. Notwithstanding the foregoing, if all or any portion of the
Property or access thereto shall be damaged by fire or other casualty prior to the Closing Date,
then Seller shall provide immediate written notice thereof to Buyer and, at Buyers option, (i) this
Agreement shall terminate and the parties shall be relieved of all further obligations under this
Agreement which do not specifically survive its termination, or (ii) Buyer may consummate the
sale and have assigned to it all claims and right of recovery for such casualty, including without
limitation any insurance proceeds. Buyer shall make an election in writing within ten (10) days
after Seller shall have notified Buyer in writing of such casualty damage and the Closing Date
shall be extended if necessary to accommodate this notice period.

         Section 8.      Real Estate Commission. Seller and Buyer represent and warrant to
each other that it has not entered into any agreement or taken any other action which would
result in a real estate brokerage commission, finders fee or other similar charge being payab le on
account of this Agreement or the Closing. Seller, to the extent permitted by and subject to the
limitations contained in Section 768.28, Florida Statutes, which limitations are not altered,
expanded, extended or waived beyond the limitations contained in Section 768.28, Florida
Statutes, agree to indemnify, defend and hold harmless Buyer from any and all claims, demands
or the cost and expense of, including reasonable attorneys fees, arising out of any brokerage
commission or fee or other compensation due or alleged to be due in connection with the
transaction contemplated by this Agreement based upon any agreement alleged to have been
made or other action alleged to have been taken by Seller. Buyer agrees to indemnify, defend
and hold harmless Seller from any and all claims, demands or the cost and expense of, including
reasonable attorneys fees, arising out of any brokerage commission or fee or other compensation
due or alleged to be due in connection with the transaction contemplated by this Agree ment
based upon any agreement alleged to have been made or other action alleged to have been taken
by Buyer. This indemnification, subject to the limitations of this provision, shall survive the
Closing of the Property or the termination of this Agreement.

         Section 9.     Closing. The consummation of the transaction contemplated hereby for
the purchase of the Property (the “Closing” or “Closing Date”) shall take place on or before
fifteen (15) days after the expiration of the Inspection Period. The Closing shall take place at the
Office of General Counsel, 117 West Duval Street, Suite 480, Jacksonville, Florida, or at such
other place as may be selected by Buyer and Seller.

        Section 10.    Documents to be Delivered at Closing. On or before Closing, Seller
shall deliver to Buyer the following documents:

       (a)    Special Warranty Deed executed by Seller conveying to Buyer fee simple title to
the Property;

        (b)    Affidavit of Seller in form reasonably satisfactory to Buyer and the Title Insurer,
evidencing that there have been no improvements or repairs made to the Property within ninety
(90) days preceding the Closing Date, and sufficient in form and content to cause the Title
Insurer to eliminate any exceptions for mechanics liens and parties in possession from the title
policy. Such affidavit shall also evidence that Seller is in sole possession of the Property, and
shall contain a certification that Seller is not a foreign person for purposes of Section 1445,
Internal Revenue Code and such other certifications as may be sufficient for the Title Insurer to
insure the “gap” at Closing;

       (c)     A properly completed and executed beneficial interest affidavit and disclosure
statement as required by Section 286.23, Florida Statutes; and

        (d)     Any and all other documentation as may be reasonably required to consummate
the transactions contemplated in this Agreement.

       Section 11.     Possession. The Property shall be delivered to Buyer on the Closing Date.

        Section 12.    Closing Costs. Buyer shall pay for all closing costs, including but not
limited to (i) all engineering, environmental studies and other reports or studies obtained by
Buyer, pursuant to Section 3(b), if any; (ii) Buyer’s attorneys fees; (iii) the Survey; (iv) the
search fees and title premium costs for the owner's title policy issued pursuant to the
Commitment described in Section 4(b); and (vi) recording fees of the Special Warranty Deed,
curative title documents and all other documents. Seller shall pay for its attorneys’ fees.

       Section 13.   Taxes and Assessments. If there are any real estate taxes and
assessments which are or which may become a lien against the Property, then Buyer shall be
responsible for payment in full of the same.

        Section 14.    Notices. Any notice, demand, consent, authorization, request, approval or
other communication (collectively, “Notice”) that any party is required, or may desire, to give to
or make upon the other party pursuant to this Agreement shall be effective and valid only if in
writing, signed by the party giving such notice, and delivered personally to the other party or sent
by express 24-hour guaranteed courier or delivery service, by facsimile transmission with
telephone confirmation or certified mail of the United States Postal Service, postage prepaid and
return receipt requested, addressed to the other party as follows (or such other place as any party
may by Notice to the other specify):

               To Buyer:              Kenith L. Burch




               To Seller:             The School Board of Duval County, Florida
                                      Intergovernmental Relations and Real Estate
                                      1701 Prudential Drive
                                      Jacksonville, Florida 32207
                                      Attn: J. Tyler Loehnert, Director

               With a copy to:        Lawsikia Hodges, Assistant General Counsel
                                      Office of General Counsel
                                      City of Jacksonville
                                      117 West Duval Street, Suite 480
                                      Jacksonville, Florida 32202
                                      (904) 630-1726
                                      (904) 630-1700 (fax)

       Notice shall be deemed given when received, except that if delivery is not accepted,
Notice shall be deemed given on the date of such non-acceptance.

        Section 15.   Governing Law. The parties hereto expressly agree that the terms and
conditions hereof, and the subsequent performance hereunder, shall be construed and controlled
in accordance with the laws of the State of Florida.

        Section 16.    Entire Agreement. This Agreement contains the entire Agreement
between the parties hereto and no statement or representation of the respective parties hereto,
their agents or employees, made outside this Agreement, and not contained herein, shall form
any part hereof or be binding upon the other party hereto. This Agreement shall not be amended,
changed or modified except by written instrument signed by the parties hereto.

        Section 17.    Captions. Captions used in this Agreement are for convenience of
reference only and shall not affect the construction of any provision of this Agreement.
Whenever used, the singular shall include the plural, the plural shall include the singular, and the
neuter gender shall include all genders.

       Section 18.    Assignment. This Agreement shall not be assigned by either party
without the written consent of the other party, which shall not be unreasonably withheld by such
party.

       Section 19.    Time is of the Essence. Time is of the essence of this Agreement. If any
date referenced herein falls on a Saturday, Sunday or legal holiday, then such date shall
automatically be extended to the next business day.

        Section 20.     Inte rpretation. Should any of the provisions of this Agreement require
interpretation, the party or parties interpreting or construing the same shall not apply a
presumption that the terms herein shall be more strictly construed against one party by reason of
the rule of construction that a document is to be construed more strictly against the party who
itself or through its agents prepared the same, it being agreed that the agents of all parties
participated in the preparation hereof.
        Section 21.      Waive r. The waiver by one party of the performance of any covenant or
condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by
such party of any other covenant or condition herein. The waiver by either or both parties of the
time for performing any act shall not constitute a waiver at the time for performing any other act
or any identical act required to be performed at a later time. No waiver hereunder shall be
effective unless it is in writing.

        Section 22.     Non-Merger. In addition to the specific language of non- merger found in
certain sections of this Agreement, any provision hereof which by its terms would be performed
after Closing shall survive the Closing and shall not merge in the Closing or in the Special
Warranty Deed, except as specifically provided to the contrary herein.

        Section 23. Counterpart Execution. This Agreement may be executed in a number
of identical counterparts, each of which for all purposes is deemed an original, and all of which
constitute collectively one (1) agreement, but in making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.

       Section 24.   Board Approval. This Agreement is expressly conditioned upon
approval of the Agreement and authorization for the transactions contemplated herein by the
Duval County School Board.

        Section 25.   Defaults. If Seller defaults under this Agreement, Buyer may waive the
default and proceed to closing, seek specific performance, or refuse to close and elect to receive
the return of the Deposit. In the event Buyer defaults under this Agreement, Seller may waive
the default and proceed to closing, seek specific performance, or refuse to close and retain the
Deposit.


         Section 26.   Escrow Agent. Escrow Agent agrees to hold, keep and deliver the
Deposit and all other sums delivered to Escrow Agent in accordance with the terms and
provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation
for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the
same to the parties named herein in accordance with the provisions of this Agreement, it being
expressly understood that by acceptance of this Agreement Escrow Agent is acting in the
capacity as a depository only and shall not be liable or responsible to anyone for any damages,
losses or expenses unless same shall have been caused by the gross negligence or willful
malfeasance of Escrow Agent.


       In the event of any disagreement between Buyer and Seller resulting in any adverse
claims and demands being made in connection with or for the monies involved herein or affected
hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so
long as such disagreement may continue; and in so refusing Escrow Agent shall make no
delivery or other disposition of any of the monies then held by it under the terms of this
Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal;
and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the
adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the
monies involved herein or affected hereby, or (b) all differences shall have been adjusted by
agreement between Seller and Buyer, and Escrow Agent shall have a period not exceeding three
(3) business days after receipt by Escrow Agent of any notice or request to perform any act or
disburse any portion of the monies held by Escrow Agent under the terms of this Agreement.
Further, Escrow Agent shall have the right at all times to pay all sums held by it (i) to the
appropriate party under the terms hereof, or (ii) into any court of competent jurisdiction after a
dispute between or among the parties has arisen, whereupon Escrow Agent’s obligations
hereunder shall terminate.

       Seller and Buyer jointly and severally agree to indemnify and hold harmless Escrow
Agent from any and all costs, damages and expenses, including reasonable attorney’s fees, that
Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement;
provided, however, that this indemnity shall not extend to any acts of gross negligence or willful
malfeasance on the part of the Escrow Agent.




       [The re mainder of this page was intentionally left blank by the parties.]
        IN WITNESS WHEREOF, Buyer and Seller have caused these presents to be signed in
their names on the day and year set forth below.



                                              BUYER:


                                              By:_____________________________
                                                     KENITH L. BURCH
                                              Date:____________________________



                                              SELLER:


ATTEST:                                       DUVAL COUNTY SCHOOL BOARD

                                               By:
Print Name:                                    Print Name:
Title: Superintendent of Schools and           Title: Chairman
       Ex Officio Secretary                    Date:




Form Approved:

By:
Print Name:
Office of General Counsel
                                        EXHIBIT “A”

                                         (“The Land”)

The following described property 1.16 acre parcel located in Jacksonville, Florida 32234:

10-3S-23E PT RECD D BK 144-318; Real Estate Number: 000981-0000

								
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