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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, 4 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 2- 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 3- 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 4- 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 5- 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, 7- 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 8- 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. 9- 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