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04/05/1977 LEASE - PURCHASE AGREEMENT . S' TN THIS AGREEMENT made and entered into this day of April, A.D. 1977, by and between AMERICAN MEDICAL AFFILIATES, INC., a Pennsylvania corporation, whose principal place of business is .Foxcroft Square Apts., Jenkintown, Pennsylvania, party of the first part, and the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, Key West, Florida, party of the second part, W I T N E S S E T H: That the party of the first part, for and in consideration of the covenants and agreements hereinafter mentioned to be kept and_performed by the parties hereto, does hereby agree to let and lease and the party of the second part does hereby agree to lease the following real property owned by the party of the first part, to -wit: As set forth in "Schedule A, pages 1 and 2" attached hereto, for a term of six (6) months i.e. from July .1, 1977 to January 1, 1978. The total lease - purchase price to be ONE - HUNDRED SIXTY - THOUSAND SIX HUNDRED EIGHTY DOLLARS AND ($160,680.00) NO CENTS. IT IS FURTHER AGREED: FIRST: That said lease - purchase shall be transacted in accordance with the attached Contract for Lease and Purchase and particularly those provisions titled, "Standards for Real Estate Transactions ". The party of the First Part shall, prior to June 1, 1977, at its expense, deliver to the party of the Second Part or its attorney, an abstract of title prepared by a reputable abstract firm purporting to be an accurate synopsis of the instruments affecting the title to that real property recorded in public records of that county to the date of this contract, showing in the party of the first part a marketable title in accordance with the title standards adopted from time to time by the Florida Bar, subject only to liens and encumbrances which shall be discharged -2- by the party of the first part before June 1, 1977. SECOND: That the party of the second part will pay in cash to the party of the first part, installments as follows: $1,500.00 paid previously to Joseph L. Aylsworth; said payment as escrow earnest money deposit herein. Said Payment to be the party of the first part on June 1, 1977 if the conditions listed First above shall occur. $26,530.00 payable on August 1, 1977. 26,530.00 payable on September 1, 1977. 26,530.00 payable on October 1, 1977. 26,530.00 payable on November 1, 1977. 26,530.00 payable on December 1, 1977. 26,530.00_ payable on January 1, 1978. Total Lease - Purchase price = $160,680.00. THIRD': The party of the second part shall have an option to purchase said real property at the agreed price of $160,680.00 as shown above. If the party of the second part elects to exercise such option, all payments therefore made as rental abovesaid shall be credited as and for said purchase price and the party of the first part shall convey title to the aforesaid property to the party of the second part by statutory warranty deed subject to matters contained in that contract. The party of the first part shall be responsible for payment of taxes for the year 1977. By payment of the August 1, 1977 payment, the party of the second part shall have been deemed to have exercised its option to purchase said real property. FOURTH: Upon payment of the payment due January 1, 1978, the party of the second part shall receive: from the party of the first part, good marketable title by warranty deed for the real estate described in the attachment hereto. DEFAULT BY BUYER: If buyer fails to perform any of the covenants of this contract, all money paid pursuant to this contract by the buyer as aforesaid shall be retained by or for the account of the seller as consideration for the execution of this contract and as -3- agreed and liquidated damages and in full settlement of any claims for damages. DEFAULT BY SELLER: If the seller fails to perform any of the covenants of this contract., the aforesaid money paid by the buyer, as the option of the buyer, shall be returned to the buyer on demand; or the buyer shall have only the right of specific performance. - If said payment of $26,530.00 due on January 1, 1978 together with all payments made previously to the party of the first part shall have beep, made to the party of the first part, then all right, title, and interest of the party of the first part in and to said teal property shall vest in and become the property of said party of the second part, free and clear of all liens, encumbrances, obligations and conditions all of which the party of the first part agrees to hold the party of the second part harmless therefrom. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed in their respective names, all as of the day and year hereinabove written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA At -est: 7 i n By: � - C e k o the Board Mayor /Ch- 'rman, in behalf of the Board, Party of the Second Part Executed by Mayor April S AMERICAN MEDICAL AFFILIATES, INC., a Pennsylvania Corporation Ir 1 (n- B S-cret- y of the Co•• Presiders said Corporation, • Party of the First Part Treasurer of th orporation { Executed by Corporation April .G , 1977. SCHEDULE A PARCEL "A" Being a portion of lot 12 of Randal Adams Subdivision, according to the plat thereof as recorded in Plat Book 1, Page 110 of the Public Records of Monroe County, Florida, and a portion of Government Lot 3, Section 8, Township 63 South, Range 38 East, Plantation Key, Monroe County, Florida, being more particularly described as follows: Begin at the intersection of the Northwesterly right -of -way line of U.S. Highway No. 1 (State Road No. 5) and the North line of Key Heights Section 2, according to the plat thereof as recorded in Plat Book 3, Page 159 of the Public Records of Monroe County, Florida; thence N 39 ° 26'00" E along said Northwesterly right -of -way line for 333.12 feet to an intersection with the Southerly right -of -way line of High Point Road according to the plat thereof as recorded in Plat Book 4, Page 96 of the Public Records of Monroe County, Florida; thence N 88 ° 13'00 "W along said Southerly right -of -way of High Point Road for 406.69 feet; thence S 1 ° 47'00 "W for 225.06 feet to an intersection with the Southerly line of said Lot 12 of Randal Adams Subdivision for 260.59 feet to a point of termination along the last described line; thence S 0 °13'24 "W for 52.59 feet to an intersection with the aforementioned North line of said plat of Key Heights Section 2; thence S 89 ° 56 1 08 "E for 462.57 feet to the Point of Beginning. Said parcel containing 2.15 acres more or less. PARCEL "C" Being a portion of Lot 12 of Randal Adams Subdivision, according to the plat thereof as recorded in Plat Book 1, Page 110 of the Public Records of Monroe County, Florida, being more particularly described as follows: Commence at the intersection of the Northwesterly right - of -way line of U.S. Highway No. 1 (State Road No. 5) and the Southerly right -of -way line of High Point Road of High Point, according to the plat thereof as recorded in Plat Book 4, Page 96, of the Public Records of Monroe County, Florida; thence N 88 ° 13'00 "W along said Southerly right -of -way line of High Point Road for 406.69 feet to the Point of Beginning of the hereinafter described parcel: thence S 1 °47'00 "W for 225.06 feet to an intersection with the Southerly line of said Lot 12 of Randall Adams Subdivision; thence N 88 ° 13'00 "W along said Southerly line of Lot 12 of Randal Adams Subdivision for 200.00 feet; thence N 1 ° 47'00" E for 225.06 feet to an intersectbn with the aforementioned Southerly right -of -way of said High Point Road; thence S 88 ° 13'00 "E along said Southerly right -of -way line of High Point Road for 200.00 - feet to the Point of Beginning. Said parcel containing 1.03 acres more or less. PARCEL "D" Being a portion of Lot 12 of Randal Adam's Subdivision, according to the plat thereof as recorded in Plat Book 1, Page 110 of the Public Records of Monroe County, Florida, and a portion of Government Lot 3, fi Section 8, Township 63 South, Range 38 East, Plantation Key, Monroe County, Florida, being more particularly described as follows: COMMENCE at the intersection of the Northwesterly right -of -way line of U.S. Highway No. 1 (State Road No. 5) and the Southerly right -of -way line of High Point Road of High Point, according to the plat thereof as recorded in Plat Book 4, Page 96, of the Public Records of Monroe County, Florida; thence N 88 ° 13'00 "W along said Southerly right -of -way line of High Point Road, said right -of -way line being also the North line of said lot 12 of Randal Adam's Subdivision for 606.69 feet to the Northwest corner of Parcel "C" as described hereon, said corner being the Point of Beginning of the hereinafter described parcel; thence continue S 1 °47'00 "W for 82.00 feet; thence at right angles , N 88 ° 13'00 "W parallel to said Southerly right -of -way line of High Point Road for a distance of 275.44 feet; thence at right angles SCHEDULE A - continued PARCEL "D" 0 S 1 47'00 "W for 143.06 feet to an intersection with the Southerly line of said Lot 12 of Randal Adam's Subdivision; thence N 88 ° 13'00" W along said Southerly line of said Lot 12 for 131.09 feet to an intersection with the West line of High Point Block 3 Amended and Extended, according to the plat thereof, as recorded in Plat Book 6, Page 19 of the Public Records of Monroe County, Florida; thence S 2 ° 02'00" W along said West line for 63.00 feet to an intersection with the North line of Key Heights Section Two, according to the plat thereof, as recorded in Plat Book 3, Page 159 of the Public Records of Monroe County, Florida; thence S 89 ° 56'08" E along said North line for 347.80 feet to the most Southwesterly corner of Parcel "A" as described hereon; thence along the limits of said Parcel "A" for the following two (2) courses; (1) thence N 0 ° 13'24 "E for 52.59 feet; (2) thence S 88 ° 13'00 "E for 60.59 feet to'the Southwest corner of said Parcel "C" and also the point of termination along said limits of said Parcel "A "; thence N 1 ° 47'00" E along the West line of said Parcel "C" for 225.06 feet to the Point of Beginning. Said Parcel "D" containing 1.89 acres more or less. { STANDARDS FOR REAL ESTATE TRANSACTIONS A. (1) ABSTRACT. Where the seller is required to furnish an abstract to the buyer under the contract,the seller shall, at his expense, furnish an abstract of title covering the period of at least the last sixty years immediately prior to the date of tender. (2) TITLE INSURANCE. Where the seller is required to furnish a title insurance policy to the buyer under the contract, the seller shall provide the buyer with a fee title insurance policy unqualified except as to restrictions of record, zoning ordinances, and public utility easements of record; provided said restrictions of record, and zoning ordinances do not interfere with the agreed use of the property and except to unfiled mechanics' liens on said real property, in the full amount of the purchase price, the policy to be purchased from and issued by an insuror qualified w do business in the State of Florida, and the seller shall pay the policy premium at or before closing. A written binder of said insurance policy shall be delivered to the buyer at least five (5) days prior to the closing date. B. EXISTING MORTGAGES. The seller shall furnish a written statement from the mortgagee (not necessarily in affidavit form) setting forth the principal balance, method of payment, and whether the mortgage is in good standing., If there is a charge for the change of ownership records by the mortgagee, it shall be borne equally by the buyer and the seller. Seller shall receive as credit at closing, an amount equal to the escrow funds held by the mortgagee. If the existing mortgagee requires the buyer to assume same, then the buyer shall do so; provided, however, if the mortgagee does not accept the buyer, then and in that event occurring, the buyer at his option, may cancel the contract and all monies paid by the buyer shall be refunded to the buyer. C. PURCHASE MONEY MORTGAGES. Purchase money notes and mortgages required by the contract shall follow the forms generally accepted and used in the county where the land is located, and which shall provide for insurance against the loss by fire with extended coverage in an amount not less than the full insurable value of the improvements. In a first mortgage, the note and mortgage shall provide for acceleration, at the option of the holder, after thirty (30) days default, a nd in a second mortgage, after fifteen (15) days default. A second mortgage shall require a mortgagor to keep all prior liens and encumbrances ingood standing. Buyers shall have the right to prepay all or part of the principal at any time or times with interest to date of payment without penalty. D. OTHER MORTGAGES. In the event buyer executes a mortgage to one other than the seller, all costs and charges.inci- dental thereto shall be paid by the buyer. E. SURVEY. If the buyer desires a survey, he shall have the property surveyed at his expense prior to closing date. If the survey shows an encroachment, the same shall be treated as a defect in title. F. INSURANCE. If insurance is to be prorated the seller shall, on or before the closing date, furnish to buyer all -in- surance policies or copies thereof. G. LEASES. The Seller shall furnish copies of all written leases to the buyer prior to closing and if there are persons in possession without written leases, written statements from such persons specifying the nature and duration of the occu- pancy shall be furnished to the buyer by the seller prior to the closing date. H. MECHANICS' LIENS. Seller shall furnish to the buyer an affidavit that there have been no improvements to the subject property for 90 days immediately preceeding the date of closing. If the subject property has been improved within 90 days immediately preceeding the closing date, the seller shall deliver releases or waivers of all mechanics' liens ex- ecuted by general contractors, subcontractors, suppliers or materialmen together with seller's mechanics lien affidavit. I. PLACE OF CLOSING. Closing shall be held at the office of the seller's attorney or as otherwise agreed upon. J. TIME IS OF ESSENCE. Time is of the essence of the Contract for Sale and Purchase. K. DOCUMENTS FOR CLOSING. Seller shall furnish deed, note, mortgage, seller's affidavit, and submit copies of same to buyer's attorney at least two days prior to scheduled closing date. L. EXPENSES. Federal and State documentary stamps which are required to be affixed to the instrument of conveyance, intangible taxes and the cost of recording the purchase money mortgage shall be paid by the Seller. Documentary stamps to be affixed to the note or notes secured by the purchase money mortgages and the cost of recording the deed shall be paid by the buyer. M PRORATION OF TAXES (Real and Personal). Taxes shall be prorated based upon the current year's tax without regard to discount. If the closing takes place and the current year's taxes are not fixed, and the current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated on the prior year's tax, provided, however, if there is com- pleted improvement of the subject premises by January 1, of the year of the closing, then the taxes shall be prorated to the date of closing based upon the prior year's millage and an equitable assessment to be agreed upon between the parties, taking into consideration applicable homestead exemption. N. SPECIAL 4SSESSMENT LIENS. Certified, confirmed or ratified special assessment liens as of the date of closing (and not as of the date of the contract) are to be paid by the seller. Pending liens as of the date of closing shall be assumed by the buyer, provided, however, that where the improvement has been substantially completed as of the date of the contract, such pending liens shall be considered as certified, confirmed or ratified and the Seller shall, at closing, be charged an amount equal to the last estimate by the public body of the assessment for the improvement. 0. FIXTURES, EQUIPMENT, APPLIANCES AND MACHINERY. The seller represents and warrants that all fixtures, equipment, appliances and machinery included in the sale shall be in good working order as of the date of closing. P. PERSONAL PROPERTY. All personal property shall be transferred by bill of sale. Q. RISK OF LOSS. In the event -d a casualty loss, the seller shall have a reasonable time to repair the damage and if he fails to do so, the buyer shall have the option of: (1) taking the property as is, together with insurance proceeds, if any, or, (2) cancelling the contract; and all deposits are to be forthwith returned to the buyer and all parties'shall be released of any and all obligations and liability. Between the date of the contract and the date of closing, the property and improvements shall be maintained by the seller in the condition as it existed as of the date of the contract, or- dinary wear and tear excepted. R PROCEEDS OF SALE• The cash balance of the purchase price shall be paid either by cash, cashier or certified check, in local funds -and distributed at closing. S. BROKER'S COMMISSION. The broker's commission shall be disbursed at the time of the disbursement of the proceeds. T. ATTORNEY'S FEES AND COSTS. In connection with any litigation arising out of the contract, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees. U. CONTRACT NOT RECORDABLE. This contract shall not be recorded in the office of the Clerk of any Circuit Court of the State of Florida. . .