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EXHIBIT B
CONTRACT FOR PURCHASE AND SALE
Hillsborough County, whose post office address is P.O. Box 1110, Tampa, Florida 33601,
(“Seller”), acknowledges receipt from , whose
address
is , (“Buyer”), the sum of
, as deposit to apply on the purchase price of that
certain property situated in Hillsborough County, Florida, and legally described as follows:
SEE EXHIBIT “A"
attached hereto and made a part hereof (“Property”)
which Seller hereby agrees to sell to Buyer and Buyer hereby agrees to buy from Seller for the
price and upon the terms and conditions as follows:
1. PURCHASE PRICE. Full purchase price of $ is payable in cash to
Seller upon delivery of a County Deed.
2. TITLE INSURANCE. Title insurance, certified to date, may be obtained by Buyer. In the
even that title to the Property is not marketable for any reason, or contains title defects,
covenants, restrictions or encumbrances which are not acceptable to Buyer, then Buyer shall
notify Seller and Seller shall have a period of one hundred twenty (120) days after receipt of
such notice within which to cure defects in the title to the reasonable satisfaction of Buyer
(and/or Buyer’s attorney or Title Insurance Company), and then this sale will be closed within
ten (10) days after notice of such curing to the Buyer. Upon Seller’s failure to correct said
defect(s) within the time limit aforesaid, or election not to do so, then Buyer may elect to
terminate this Contract for Purchase and Sale (“Contract”) and all rights and liabilities
hereunder, or Buyer may accept such title as Seller can convey and close this transaction in the
same manner as if no defect had been found. If Buyer elects to terminate this Contract, all
rights and liabilities of the parties arising hereunder shall terminate, except that those
obligations of Buyer which require performance subsequent to termination shall remain
enforceable against Buyer.
3. CLOSING DATE. Subject to the aforesaid curative period, this sale shall be closed and the
County Deed shall be delivered on or before sixty (60) days from the date of this Contract as
approved by the Board of County Commissioners (“BOCC”), and Seller agrees to deliver
possession of said Property to Buyer on or before the closing date.
4. SURVEY. Buyer, at its option, at least ten (10) days prior to closing, may procure a survey
of the Property prepared by a surveyor registered in the State of Florida. If the survey, which
shall be certified by the registered surveyor, shows any gaps, overlaps, encroachments, or other
survey related defects on the Property, the same shall be treated as a title defect and handled
in accordance with Paragraph 2.
5. COSTS. Buyer shall pay for recording the County Deed and all documentary stamps
associated with this transaction. Seller shall be responsible for recording the deed within
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fifteen (15) days after the closing. Seller shall not be responsible for a commission or
brokerage fee, nor be liable to any realtor or broker for any commission or brokerage fee, as a
result of the sale of the Property.
6. INSPECTION PERIOD. Commencing on the date that this Contract is approved by the
BOCC and continuing for forty-five days (45) thereafter (“Inspection Period”), Buyer and its
agents shall have the right to enter the Property, upon reasonable notice to Seller, from time
to time, and perform any and all inspections, investigations, tests, analyses and audits
(“Tests”) as Buyer desires to determine the condition of the Property. Buyer agrees to repair
and restore any physical damage caused by such Tests, and shall indemnify and hold Seller
harmless from and against any claim, cost, charge or expense, including reasonable attorney’s
fees, arising from or resulting from such Tests or the performance thereof. If, in the good faith
opinion of Buyer, the results of any such Tests indicate that the Property contains hazardous
materials or waste, other pollutants or contaminants, or unstable subsurface conditions, then
Seller shall be given an opportunity to correct such condition. The time period for curative
action on the part of Seller shall not exceed one hundred twenty (120) days, unless otherwise
extended by Buyer. If the Property cannot be made suitable, as reasonably determined by
Buyer, within the time period aforesaid, then Buyer shall have the right to terminate this
Contract by giving written notice to Seller on or prior to the expiration of the Inspection
Period. If Buyer elects to terminate this Contract as provided for herein, all rights and
liabilities of the parties arising hereunder shall terminate, except that those obligations of
Buyer which require performance subsequent to termination shall remain enforceable against
Buyer. Should the Buyer elect not to proceed with this Contract, copies of all Tests (including
surveys, boring reports and other engineering studies) shall be provided to Seller.
7. PRORATED EXPENSES. Taxes, rents, insurance premiums and interest shall be prorated
as of the date of delivery of possession. The cash payment shall be increased or decreased as
may be required by the proration of said items.
8. TITLE. Upon payment of the cash money aforesaid, Seller agrees to convey title to the
Property to Buyer by County Deed. As provided in Section 125.411 (3), Florida Statutes, said
County Deed shall convey only the interest of the Seller in the Property, and shall not be
deemed to warrant the title or to represent any other state of facts concerning the same.
9. RESERVATION ON INTEREST. Pursuant to Section 270.11, Florida Statutes, the
County Deed shall contain the following described reservation: Saving and reserving unto
the Seller and its successors, title to an undivided three fourths (3/4) interest in all phosphate,
minerals, and metals that are or may be in, on or under the Property and an undivided one-
half (1/2) interest in all petroleum that is or may be in, on or under the property] *
*This paragraph in brackets may be struck through and initialed by Buyer if a release of
the reservation has been requested pursuant to paragraph 3(b) of the Bid Proposal form.
10. DEFAULT. Except as otherwise provided herein, if Seller is not in default pursuant to any of
the terms of this Contract and Buyer fails to purchase the Property or to perform any of the
covenants, conditions or warranties of this Contract, Seller shall be entitled to retain the
Deposit, such sum being agreed upon as liquidated damages in full payment for the failure of the
Buyer to perform the duties and obligations imposed upon it pursuant to this Contract and in
consideration of the removal of the Property from the market, and in recognition of the
Initials
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difficulty, inconvenience, and uncertainty of ascertaining actual damages, and no other rights,
remedies, or damages shall in any case be collectible, enforceable or available to Seller other
than as provided in this paragraph, and Seller agrees to accept and take such Deposit as Seller’s
total damages and relief hereunder in such event. If Seller, for any reason, fails to perform any
of the covenants, conditions or warranties of this Contract, Buyer shall at its option (a) waive
the non-performance and proceed with closing; (b) be entitled to the immediate return of the
Deposit and terminate this contract; or (c) have the remedy of specific performance of this
Contract.
11. NOTICES. All notices, communications and consents required or permitted by this Contract
for Purchase and Sale shall be in writing and delivered by hand or transmitted by registered
or certified mail, return receipt requested, with notice deemed to be given upon receipt, and
addressed to the attention of the following:
If to Seller: Hillsborough County
Geospatial and Land Acquisition Services Department
P.O. Box 1110
Tampa, Florida 33601
Attention: Director of Geospatial and Land Acquisition Services
If to Buyer:
12. NO ASSIGNMENT. This Contract is personal to Buyer and may not be assigned.
13. COUNTERPARTS. This Contract may be executed in more than one counterpart, each of
which shall be deemed an original.
14. INCORPORATION OF BID PROPOSAL. The Bid Proposal submitted by Buyer to Seller
concurrently with this Contract is an integral part hereof and is incorporated into this Contract
as if fully set forth herein.
15. ENTIRE AGREEMENT. This Contract, together with the Bid Proposal submitted by Buyer
concurrently herewith, represents the entire agreement between the parties hereto with respect
to the subject matter contained herein, and supersedes all prior negotiations, understandings,
representations or agreements, either written or oral.
16. SURVIVABILITY. Any term, condition, covenant or obligation which requires
performance by either party subsequent to termination of this Contract shall remain
enforceable against such party subsequent to such termination, including but not limited to
the indemnification and hold harmless obligations contained in paragraph 6.
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17. PROPERTY TAX DISCLOSURE SUMMARY. Buyer should not rely on the Seller’s
current property taxes as the amount of property taxes that the Buyer may be obligated to pay
in the year subsequent to purchase. A change of ownership or property improvements triggers
reassessments of the property that could result in higher property taxes. If you have any
questions concerning valuation, contact the County Property Appraiser’s office for
information.
The Remainder of this Page Intentionally Left Blank
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IN WITNESS WHEREOF, Buyer and Seller have caused this Contract to be executed this
day of , 20 (BOCC Approval Date).
Signed, sealed and delivered BUYER(S):
in the presence of:
Witness: Sign:
Print Name: Print Name:
Witness: Date:
Print Name:
STATE OF FLORIDA )
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this day of , 20 ,
by , who is personally known to
me or who has produced as identification.
(SEAL)
Notary Public, State of Florida
My Commission Expires: Notary: Print or Type Name
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Witness: Sign:
Print Name: Print Name:
Witness: Date:
Print Name:
STATE OF FLORIDA )
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this day of , 20 ,
by , who is personally known to
me or who has produced as identification.
(SEAL)
Notary Public, State of Florida
My Commission Expires: Notary: Print or Type Name
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ATTEST:
SELLER:
PAT FRANK, HILLSBOROUGH COUNTY, a
Clerk of the Circuit Court Political Subdivision of the State Of
Florida
By: By:
Chairman Board of County Commissioners
Print Name: Print Name:
Date:
Approved As To Form and Legal
Sufficiency
By:
Susan J. Fernandez
Chief Assistant County Attorney
THIS CONTRACT SUBJECT TO THE
APPROVAL OF THE BOARD OF COUNTY
COMMISSIONERS.