102 vORDINANCE NO. /D o2
AN ORDINANCE PROVIDING FOR THE PUR-
CHASE BY THE TOWN OF ATLANTIC BEACH
FROM E. G. ADAMS UPON CONDITIONAL
SALES AGREEMENT ALL THAT PART OF THE
WATER SYSTEM NOW OWNED AND OPERATED
BY HIM IN SAID TOWN LYING AND BEING
OUTSIDE OF THE AREA COMMONLY KNOWN
AS THE "HOTEL RESERVATION" ; AND FOR
THE LEASING OF THAT PART OF SAID SYS-
TEM LYING AND BEING WITHIN SAID "HOTEL
RESERVATION" .
BE IT ORDAINED BY THE MAYOR AND TOWN COUNCIL OF THE
TOWN OF ATLANTIC BEACH , FLORIDA:
Section 1. That the Town of Atlantic Beach do pur-
chase frora E. G. Adams all that part of the water system
now owned and operated by him in the Town of Atlantic Beach,
lying and being outside of the area commonly known as the
Hotel Reservation" and that the said Town do lease from
said Adams all that part of said water system lying and be-
ing within said "Hotel Reservation" upon Conditional Sales
Agreement in words and figures as follows:
CONDITIONAL SALE AGRENMEIT
THIS AGREEMENT, Made, executed and delivered
in duplicate this /Q a day of October, A. D. 1947, by and
between R. G. Adams of Atlantic Beach, Florida, hereinafter
called the "seller" and Town of Atlantic Beach, a Florida
municipal corporation, whose address is Town Hall, Atlan-
tic Beach, Florida, hereinafter called the "buyer" ,
WITNESSETH:
That in consideration of the promise of the
buyer to make the payments and to perform and abide by the
agreements and conditions hereinafter provided for on
behalf of the buyer, the undersigned seller agrees to
sell, and the undersigned buyer agrees to buy, subject
to the terms and conditions herein contained, the personal
property, goods and chattels described as follows:
The water system now owned and operated by the
seller in the Town of Atlantic Beach, including
all pipes, mains, meters, couplings, fittings
and other equipment used in connection with
said 'water system and located in the Town of
Atlantic Beach, Florida, excluding, however, the
well, pump and other facilities located on the
property of the seller designated on the Mayport
Terminal Company' s recorded map of Atlantic Beach,
Florida, as the hotel reservation lying east of
the former right-of-way and property of the
Florida East Coast Railway Company, also shown on
said map,
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AND ALSO the right and privilege vested in seller to
furnish eater to the residents of Atlantic Beach, Florida,
and to otherwise operate a water system in the Tovn of
Atlantic Beach, Florida, including all interest and
easements which seller has in all streets and roads
shown on plat of Atlantic Beach, Florida, recorded in
aA.40-P- G-404( 40 P0-44-/
Plat Book 5, page 69,Aof the current public records of
Duval County, Florida,
the delivery and acceptance of Which in good order by the
buyer is hereby acknowledged for a total consideration of
Fifteen Thousand Dollars ($15,000.00) which the buyer hereby
agrees to pay to the seller as follows:
3,000. on or before December 31, 1948, and $3,000.
on or before the 31st day of December in each year
thereafter to and including December 31, 1952, to-
ether with interest on the principal balance re-
maining unpaid from time to time at the rate of
four (4) per centum per annum.
The aforesaid payments shall be made by the
buyer to the seller at the office of the latter in Atlantic
Beach, Florida, or at such other place or places as may be
designated in writing, delivered or mailed to the buyer.
It is understood and agreed between the parties
that the aforesaid annual payments to be made by the buyer to
the seller shall be made from revenues derived by the buyer
from the operation of said eater system. The buyer does not
obligate itself to make the payment out of any funds or from
any source other than from revenues derived from the operation
of said water system, but agrees that it rill not divert said
revenues to any other or different purpose until said annual
instalments have been regularly paid when due.
The foregoing limitation of the source from
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which buyer will derive funds to make the annual instalments
required hereunder shall in no vise constitute a waiver
of default in the terms of this contract if payment shall
not be made because of a deficiency in the revenues from
said rater system.
1. The buyer agrees that if the buyer should
fail to duly perform or comply with any of the terms or
provisions of this agreement or should default in the pay-
ment of any one or more of the instalments which may be-
come due hereunder or of any interest thereon, as and when
the same matures, the buyer vill reimburse the seller,
upon demand, for any and all costs and expenses, includ-
ing reasonable attorneys' fees, which may be incurred in
enforcing or attempting to enforce this agreement or in
collecting or attempting to collect any amount or amounts
then due or owing hereunder.
2. The title to said goods shall not pass to
the buyer until all amounts provided by this agreement to
be paid shall have been fully paid in cash and the buyer
has fully kept and performed all the terms, conditions,
and covenants herein provided by the buyer to be kept or
performed. Upon said payments having been made at the
respective times and in the manner in this agreement
provided, and upon the prompt performance by the buyer of
all the terms, provisions, covenants add conditions in
this agreement contained on the part of the buyer to be
kept or performed, the seller, upon written demand, will
execute, acknowledge, and deliver to the buyer the necessary
documents to vest title in buyer.
3. This contract may be assigned by the seller
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or any subsequent assignee hereof, and the legal holder
hereof from time to time shall be entitled to all of the
rights of the seller hereunder and shall be obligated to
perform the agreements of the seller hereunder contained
in the preceding paragraph, without assumption, hovever,
of any other obligations of the seller hereunder, either
express or implied. No waiver or extension of any payment,
term, provision, covenant, or condition shall be considered
as a payment or waiver of any default hereunder, nor be
construed as a permanent waiver thereof. The failure of
the seller to insist on prompt payment of any instalment
when due hereunder or the acceptance of any delinquent
payment shall not constitute a waiver of any subsequent
default, and seller shall have the right to repossess or
exercise any other remedy reserved to it hereunder upon
any subsequent default. No transfer, renewal, extension,
or assignment of the agreement, or any interest hereunder,
by the seller, voluntarily or involuntarily, or any loss,
injury, destruction of or to the goods herein described,
shall release the buyer from any obligation hereunder.
4. The buyer shall keep said goods free from
all liens and encumbrances and from all charges for re-
pairs, maintenance or accessories and upon the failure
of the buyer so to do the seller may, at his election,
make any, payments which, in his absolute discretion, he
may deem necessary or advisable to procure or keep said
goods free of all liens, and encumbrances and from all
charges for repairs, storage, maintenance, or accessories,
and the sum or sums so paid by the seller, together with
interest thereon at the rate of eight per cent per annum
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shall be and become a part of the sum which buyer is
required to pay under this agreement, and shall immediately,
upon demand, be due and be repaid by the buyer to the seller.
5. The buyer will at the buyer' s own expense,
keep said goods in first-class order, repair and operating
condition, and will, at the buyer' s own expense, replace
any worn, broken, or defective parts, make all necessary
extensions, cut-ins and taps, and will alloy the seller
and his representatives free access to the goods at all
times to inspect the same and to determine the condition
thereof, and should the buyer fail to pay for any labor
done or for any material or accessories, or worn or broken
parts, that may be placed upon said goods, the seller may,
at his election, make such pymsnt or payments, either
before or after claim or lien is tiled, and any sum or sums
so paid by the seller, together with interest thereon at
the rate of eight per cent per annum, shall be and become
a part of the sum which buyer is required to pay under
this agreement, and shall mediately, upon demand, be
due and be repaid by the buyer to the seller.
6. The buyer assumes all responsibility and
all liability arising from the use of said goods, either
for negligence or otherwise, and will indemnify and save
harmless the seller from any and all loss or damage to
the persons or property caused by the use and operation
thereof to which the seller has been or might possibly
be subjected.
7. It is expressly understood and agreed
that, until title to said goods shall have passed to buyer
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hereunder, the buyer shall have no right, power, or authority
to sell, transfer, assign, mortgage, encumber, or in any
other manner whatsoever dispose of said goods or any
part thereof or any interest therein, and the buyer hereby
agrees that the buyer viii not (voluntarily or involun-
tarily) sell, transfer, assign, mortgage, encumber, or
in any other manner whatsoever dispose of said goods or
any part thereof, or any interest therein, and will at no
time and under no circumstances part with or surrender the
possession of said goods, or any part thereof, to any ono
other than the seller or his agents or assigns, and will
not suffer or allow any of said goods by any means or under
any circumstances to pass out of the buyer's possession,
except to the seller, and will not cause or permit any
of said goods, or any part thereof, to be pledged, attached,
used or held for any debts, claims, or obligations of the
buyer, and will not voluntarily or involuntarily do, or
suffer to be done, any of the acts herein in this paragraph
prohibited.
8. That all extensions, additions, enlargements,
attachments, parts, accessories, fixtures, equipment and
repairs hereafter acquired by the buyer for the repair,
replacement or extension of or to be used upon or in con-
nection with said goods, shall imMediately become part of
the same, and shall become subject to+ all the terms and
provisions of this agreement, and in the event the seller
resumes possession of said property as herein provided,
the possession and ownership of all such extensions, additions,
enlargements, fixtures, attachments, parts, accessories,
equipment and repairs shall pass to the seller with said
ilL 6-
property and be considered as part thereof.
9. In the event the buyer shall fail
to make any payment of principal, interest, or other charges,
as provided herein, promptly when the same shall become
payable, or shall fail to keep or perform any of the terms,
provisions or agreements hereof to be kept or performed by
said buyer, or if said buyer shall be adjudged a bankrupt
or insolvent or if any levy or attachment be made or at-
tempted against the buyer, as to said goods, then and in
any such event, the entire balance then unpaid upon this
agreement shall, at the option of the seller, become due
and payable, and, in any such event the seller may forth-
with proceed to exercise any one or more of the following
remedies:
a) . The seller may take possession of the
aforesaid goods without notice or demand and the buyer
hereby appoints the seller and the agents of the seller
as agents of the buyer with license and authority, with or
without process of law, to take possession of said goods,
and in the event of repossession of such goods by the
seller, the seller shall retain all payments theretofore
made by the buyer as liquidated damages for the non-
performance or breach of this agreement and for depreci-
ation in value and rental of said goods;
b) . The seller may, by suit or otherwise,
collect the remaining balance upon this agreement; and
c) . The seller may foreclose this agreement
and have attachment in aid of foreclosure and a decree
against the buyer for any deficiency resulting by reason
of such foreclosure. In the event of a foreclosure hereunder,
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the seller shall be entitled as a matter of right to the
appointment of a receiver for the said goods
1e. All costs, charges, and expenses of
any proceeding hereunder, including attorneys' fees,
incurred or paid by the seller, shall be an additional
indebtedness of the buyer to the holder hereof and secured
by this agreement. Any failure of the seller at any time
to exercise any right or privilege, vhether existing
hereunder or by operation of lav, shall not be construed
as a waiver of the right to exercise the same at any
future time. The exercise by the seller of any remedy
or remedies provided herein shall not prevent the seller
from exercising any other remedies available to the
seller, nor shall the provisions hereof prevent the
seller from exercising any legal remedies for the en-
forcement of this agreement whether or not the same be
herein reserved or granted to the seller.
11. Timeis of the essence of this agreement,
and the seller is not bound by any statements, representa-
tions or warranties not contained herein.
12. Possession of the goods sold hereby
shall be given to the buyer immediately upon the execu-
tion of this agreement, but the net revenue from the
operation of said water system through December 31, 1947,
shall be paid by the buyer to the seller.
13. It is stipulated and agreed by the buyer
that the right and privilege to operate a Yater system
in the Toon of Atlantic Beach, Florida, sold to the buyer
by the seller, is, as against the buyer, an exclusive
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right and privilege nov vested in the seller, and that
should the seller repossess such right and privilege
upon default in this contract, the buyer vill not
question or contest the exclusive nature of said right
and privilege or either directly, or indirectly, impinge
upon or violate said right and privilege.
14. In consideration of the payment by the
buyer to the seller of the sum of Two Hundred Fifty Dollars
250.00) each year, and furnishing to seller, when re-
quested by seller, water without charge for ahy use or
purpose connected with improvements nov or hereafter located
on said Hotel Reservation property, the seller does hereby
lease to the buyer the vell, pumping station and water mains
nov located on the said Hotel Reservation property with the
right to the buyer to take from said vell all water necessary
to operate the water system sold hereby. The buyer shall,
at its expense, make all ordinary repairs necessary on the
pumping station and other facilities connected therewith,
and return the same to the seller at the expiration of the
demised term in the same condition in which it vas received,
ordinary year, tear and Acts of God excepted. The seller
will make all extraordinary repairs necessary on said leased
property during the term of this demise.
15. The buyer shall have the right to install
a new machine or other movable equipment in the pumping
station and may, upon the termination of this lease, remove
such property. No equipment installed by the buyer shall,
without the consent of the seller, require the removal of
any equipment owned by the seller.
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16. The buyer shall have the right to term-
inate this lease arrangement at any time it is in a position
to service its nater system from its own veils and pumping
station. In the event this lease arrangement shallbe term-
inated prior to the exV1ration of three (3) years from
December 31, 1947, the rent reserved herein shall be abated
pro rata.
lit WITNESS WHEREOF the seller has hereto
affixed his hand and seal and the buyer has caused
these presents to be executed by its proper officials
thereunder duly authorized the day and year first above
written.
s&AL)
Seller
TOWN OF ATLANTIC BEACH
Sy
buyer
Signed, sealed and delivered
in the presence of us:
Section 2 . That Beale Travis , as President of the
Town Council of said Town, and Adele Grage, as Town Clerk,
be and they are hereby authorized and directed to execute,
acknowledge and deliver, on behalf of said Town, to said
Adams an agreement in the form and substance as set forth
in Section 1 hereof.
Passed on First Reading
1J
1947
Passed on Second Reading 0- 1947
Passed on Third and Final Reading October 4, 1947
ace,&_
Town C er
Approved October jj, 1947
Iayor
P. 2