HomeMy WebLinkAbout2001 10 08 Regular A Parker Brother's Amended Contract
October 8, 2001
Regular Commission Meeting
Regular Agenda Item "A"
COMMISSION AGENDA
ITEM A
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR X
10108/01
Meeting
MGR. V IDEPT
Authorization
REQUEST: City Manager requesting the Commission to approve an amended contract
with the Parker Brother's regarding the acquisition of the Parker tract.
PURPOSE: This agenda item is needed for the Commission to consider minor amendments to
the contract for purchase and sale of the Parker property deemed necessary by the Parker's
attorney.
CONSIDERATION: On August 27, 2001 the City Commission approved a contract for the
sale and purchase of the Parker property.
In subsequent discussion with the Parker's attorney, their attorney has requested mmor
amendments to the contract that do not have any substantive impacts on the agreement.
FUNDING: Funding for acquisition of the property will come from proceeds of the 2002
General Obligation Recreation Bond Issue.
RECOMMENDA TIONS: The City Attorney and City Manager are recommending approval
of the amended contract for purchase and sale of the Parker tract.
A TT ACHMENTS: Amended Contract
COMMISSION ACTION:
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is
entered into by and between CITY OF 'VINTER SPRINGS, a Florida municipal
corporation, whose address is 1126 North State Road 434, Winter Springs, FI 32708,
(hereinafter "Buyer"), and RICHARD H. PARKER; RICHARD H. PARKER and
BETENA L. f)ARKElt Trustees or their ~uc('cs~or~ in Trust under the Richard H.
Pad~er Living Trust dated Novemher29. 1995;a-nd GLORIA PARKER tlndPATRICIA
S. PARKER as (:0- Trustees of flit Parkt~rFamily Trust tn'ated und(~r !\.grecm('nt
t~frecti\'c Marth 1,1992; GLORI.<\. J[ANNE PARl\:.ER and P:\TIUCL\ ,I. Pi\RKER, as
Co-Trustees of the Gloria .Jeanne Parker Revocable I'rust neated under agreement
dated October 19, 1990; and ,..j'H:isband..and..\v.ite,..and-.EDWARD H. PARKER and SeE S.
PARKER. Co-Trustees under that llnrec()rdedR{~vo{'ahlc Trust Agreement entitled
Edward H. Parker Revocable Trust dated Januarv 27. 1988 AND..JEAN.NE..P.ARKJSR;
h'l:lsoa-nd...a-nd...wi:f:(:.,; whose address is clo Stephen H. Price, Esq., 1420 Edgewater Drive,
Orlando, FL 32804, (hereinafter "Seller").
'VITNESSETH:
WHEREAS, Seller is the owner of an approximate 27.3 acre parcel of real property
adjacent to Central Winds Park (hereinafter "Property") situate and being in the City of Winter
Springs, Seminole County, Florida, and legally described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
WHEREAS, Buyer desires to purchase the Property from Seller provided the
r}\:H'eha-se..i~s approved by a majority of the registered voters of the City of Winter Springs at
the referendum election scheduled on September 4, 200 I; and
\In.{I:'])I::';\.S'' S'e.llcj' alL! I') , I\""r' 'llT'r'e"e' 't'h'l't:'t'h:~ .1.;;l.l.r....I\;ial.l."t...\;,~l.u. '" 'o'ftlle' '!)rC1!lej'[\'!'s:-'
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Value, as stated herein. '''lith the express understanding that the difference in the cash sum
jmid bv the Buver and the Purchase Price stated herein shall be deemed a o-ift and othen,vise
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treated as a charitable contribution in accordance \vith federal law and all applicable Internal
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NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements herein contained, and in consideration of the sums to be deposited
Page 1 of +416
or paid as contemplated by this Agreement, Seller agrees to sell and Buyer agrees to buy the
Property upon the following terms and conditions:
1. PROPERTY AND APPURTENANCES: The Property, as more particularly
described herein above, is vacant. The Property will be sold to Buyer by Seller together with
all tenements, hereditaments and appurtenances thereunto belonging, all of which shall be
deemed part and parcel of the Property. Prior to closing, Seller shall remove or have removed
all personal property located on the Property including, but not limited to, any debris,
construction materials, junk, vehicles, trailers, boats, or other items abandoned or not
permanently affixed to the ground.
To the extent the same exist on the Effective Date and are transferable and without any
representation or warranty express or implied, the Property shall be deemed to include all
licenses, permits, orders, authorizations and other governmental pernlissions of all
governmental authorities having jurisdiction thereof(whether federal, state or local) ovroed or
held by Seller which appertain or relate to the Property and which are transteFrabletr.<1D.BJ.Qm.bJ.i:;.
or assignable.
2. PURCHASE PRICE AND METHOD OF PA YMENT~ CHARITABLE
CONTRIBUTION:
The purchase price of the Property (hereinafter "Purchase Price") shall be T'wo..Fn.t.!J
Million Nine IIuoored Fifty 'fhousand and Noll 00 (S2..9~),i)(l(+.-oo7 ($4JiOO.OOO.OO) Dollars.
The Purchase Price shall be payable as follows:
(a) Deposit (hereinafter "Deposit") in the amount of Fifty Thousand and nollOO
($50,000.00) Dollars shall be paid upon the execution hereof by Buyer, to be
held in escrow by BROWN, WARD, SALZMAN & WEISS, P.A.
(hereinafter "Escrow Agent").
(b ) Condihoned.upEtn.lhe.fini1noing-.bei!1g..ar~pf()Ved"as'-s'et..tbrth..in
pum:;raph 3 of this .\gre.ement, tIhe remainin!l cash portion of the Purchase
PI.!:9.~,j.!JJh9....i!'!')J.PJmL.Q.f;.:.halanee..<:>f..the"'PHfOha5e....Pr-tee..Tw.Q....IYl.i1.!.!.9.!.L..:N.i.ng;.
llundred 'J'housand ($2,900.000.00) shall be paid in cash, cashier's check,
attorney's trust check drawn on a reputable financial institution, or by wire
transfer through the Federal Reserve System, at closing as hereinafter defined.
( c ) If....Seller....beheves...that...based.....l:lJ)(Hi....sel!er-~s.....apprftisal....nf.-the....Pr-opelty...t-he
Purchase Price here.in is less thaiHhe appropriate fair market nl!ue for the
P.mpertY;..lhe-S-eHer..may.request..lhaHhe.t!i:fferenee.bel.....veen.the.Put'ehase..Pr-iee
!md the npproi;ed value The remaininf!. balance of the Purchase Price shall not
.G.:\G.9i:;.(Ltb.9...9..1.nQJ.!.n.t..Q.f..Q!.1.9.Jy.1.iU.jQ.!.!...fj.f.h~..]J)J>.J.I.~.nD.Q...\.SJ.,95QJ2QQ.J2JD.?:D.(.LBJ.mU
be reflected as a charitable contribution to Buyer. Buyer will execute Internal
Revenue Service Fonn 8283, (Noncash Charitable Contributions) to
Page 2 of -1416
acknowledge, as donee, the receipt of donated property...i:ln~L.w.iJ)....QJh~r\:yi;}g
execute and confirm sllch other documents as may be reasollab!v reg..illr.~G..l2.Y
S.'.-:.lh;;r..JSLmJi.b:~..itlJq...~~.~rtO[!l.LJ.!.t'.-:..~.!.!.i~riJi~h.!.9.J.1.;:!.m.r.t;.J:!.!.1..n.Q.r.tiQD...Q.f.J.!.1.~.JEtlJ).;Jf:.tiqn..
If the charitable contrihution set tenth herein is not a.pproved or oth.i0J.vise
r9.~.QglJ.i.!qI.J2Y...Jh~.....!nI~Ir.mL..K~Y~m.!9....s.'.-:[yjG.~o....$.9J.!9.L.sbJ;I.I.l....b.~)y.~..JJg;...rigJl.L.tQ
terminate this contract. l"!owever. Sliver shall not be liable f~)r or .Qther:lyisc
~?_QI.!g{~t9SUQ..Pi:~y...tQ..S.~.U.~L..i.r.\..<;.i~5.!.L..<:.tnY..pQf.t.i~H.u!.J:JhQS9...\JtlJQJI.D.t\.~19.;;;jgn;~.t~:~Lg.s.
a charitable contribution.
3. FIN AN C IN G: :rhe.-.ba-J.a-l!ee..-of...t.Jre..}'UfC-l-raS€...,p-r.i.ee...is...eond.i.ttoned...upon"'(Lhe
citizens of Winter Springs have: an.prov.e:di:~f7ff.}-yin~, by majority vote, the purchase by
referendum at the September 4,200 I special election scheduled in Seminole County, Florida
and the subsequent funding of the Limited Ad Valorem Tax Bonds as set forth in Resolution
No. 2001-30 attached hereto as Exhibit "B" and fully incorporated herein by this reference.
Buver therefore. waives financing as a continge:ncv to this contract and the ultimate purchase
~?f.t.h~...~gl~i9.9t.n.n!.p.9.nyJf-the+eJeFendun-r..i-s"J.rOt"a.ppF(IVetL.-th-i-S..f\gFeel-Hent.shaH..a-ut-ematiefl-Hy
terminate and shal~emed null tlfl:d void. .i\t thattimc, Buyer'~; d;;po..:;it ,:;h.ftH-be-reffi-fHeJ.t-e
B.uyef.ilfid...Buyer-"af.ld..Sel~ef"'shall...have.fio..:furthef-.-(-thligat-it)HS--a.l.ld..responsibiltties.-u-nder-.-t-J-rtS
A::,reement.
4. FEASIBILITY DETERMINATION PERIOD: Buyer shall have until
December 31, 2001 to determine the feasibility of Buyer's purchase of the Property,
("Feasibility Determination Period"). During the Feasibility Detem1ination Period, Buyer may
undertake, at Buyer's expense, such physical inspections, tests and other investigations as
may be deemed necessary by the Buyer in order for Buyer to evaluate the feasibility of the
Buyer's purchase of the Property. Such investigations to include an Environmental Audit up to
Level II if Buyer determines it necessary after having received the results of a Level I
Environment Audit. For purposes of undertaking physical inspections, tests or investigations
of the Property, SelIer hereby grants to Buyer, their agents, and professionals engaged by
Buyer, the right to enter upon the Property and any part thereof during the Feasibility
Determination Period. Said right of entry is conditioned upon (a) the Buyer giving Seller
reasonable notice, and (b) such entry being during normal business hours. The presence on
the Property of such personnel shalI only be for the purpose of conducting such inspections,
tests or investigations, and no other personal activity shalI be pem1itted.
Any alterations or changes to the Property that are a direct result of the inspecting,
testing and investigations wilI be repaired and replaced by Buyer if a closing does not occur.
To the extent permitted by law, Buyer shalI indemnify Seller against any loss or damages to
the Property arising out, of or in connection with, any inspection, testing or investigation of the
Property by Buyer, including but not limited to, nonpayment of services rendered to or for the
benefit of Buyer or mechanics' liens or liability for damage to persons or property arising from
any activity permitted hereunder or any change in the existing condition of the Property by
Buyer or its agents, servants, employees, contractors or representatives. This indemnification
and agreement to hold harmless shall survive Closing or termination of this Contract. Without
Page 3 of -1-616
limiting the generality of the foregoing, but in addition thereto, in the event this Contract is
terminated under circumstances which entitle Buyer to return of its Deposit (or any portion
thereof or any other monies delivered by Buyer to Seller) prior to return of such Deposit (or
any portion thereof or any other monies delivered by Buyer to Seller), Buyer shall furnish
proof reasonably acceptable to Seller (in the form of affidavits, lien waivers or releases, paid
invoices and the like) that the Property has been returned to the condition in which they were
prior to Buyer's inspections and that all Buyer's agents, servants, employees, contractors and
representatives who have entered upon the Property for the purpose of inspection, tests or
otherwise have been paid in full so that a lien could not be validly filed against the Property.
The foregoing is not intended to apply to matters created by or resulting from -acts by Seller or
their agents, servants, employees, contractors and representatives. The provisions of this
:;ubparagraph of numbered paragraph ;-4 shall survive any tern1ination of this Contract. The
Buyer's indemnification of the Seller will not include any loss or damage due to pre-existing
conditions, problems or deficiencies of the Property that are discovered through the inspection,
testing and investigation authorized herein.
=rhB..deeisio.l-l-.-rlS-.'ff:I..-whenl€,f..if-.is.'+Bas-ibk..to..p-u-F0hfrse.the...P.Ff:lper+)....'~haH..be..nt-.f.l.le..sHI-e
4i.;cretion of the Buyer.-If. after revie\ving tl-Le results o:W~Dons h-onUll1y_()f the: tests or
.i.Q5n.~~J.!.Q.ns..~1~.s.~.r!.h.~.(Jj.!1..tt!.i.s...rmrMr.i:!.P.l.1. the Buyer determinesoj.!.Ljt~.5Q.i.~JJj.s.<;.ri,:;.t!.Q.!L that it is
not feasible to purchase the Property, then Buyer may terminate this Agreement and obtain a
refund of the Deposit (together with any interest earned thereon), the total of which shall
forthwith be paid to Buyer and the parties shall have no further liability hereunder. This
provision shall not affect any other rights of the Buyer under this Agreement including, but not
limited to the right to inspect the title of the Property. If Buver fail:.; to notify Seller in \vriting
of Buver's elecrion to remlinare Ihis AOTcl':.rnenr Oil or bdhre the ~\Qirati(ln of the FeasibiJitv
..........__......_............._.........................................................---.............................;;:).......-................................-..............-.--._._...........................l..............-.-......--...............................__.....................
Period. Buver shall he deemed to have elected to accept the Properr.; in its then existin2:
~.P.n.<JjJ.i.Q.n....?JJ~L..wjJ.L...!.!.!~y9.....ml.iyQ.~L.nU....QJJ.!~.L..f.::Qru.im~~.D.~j~:;)..j.r.LJh..i,s....:.\gr~~}T!9.1.!.t...w.iJh...Jb.~....5.Q.1i,:;.
exception ofPara2raph 5.
Buyer hereby unconditionally, irrevocably and absolutely assigns to Seller all of
Buyer's rights with respect to any governmental permits or approvals related to the Property,
which assignment shall become null.and void and of no further force,or effect upon closing,
but shall otherwise remain effective and survive any termination of this Contract. In the event
closing fails to occur for any reason whatsoever, Buyer agrees, promptly on request, to turn
over to Seller copies of all investigations performed in connection with the Property by or on
behalf of Buyer. including anv survcv(s) as S(;~t forth in Paragraph 7. and to return to Seller all
materials and information furnished by Seller to Buyer in connection with the transaction
contemplated by this Contract, all without charge, cost or expense to Seller, and the provisions
of this paragraph shall survive any tern1ination of this Contract.
5. TITLE EVIDENCE: At least thirty (30) days before expiration ofthe Feasibility
Detern1ination Period, Seller, at Seller's expense, shall obtain a Title [nsurance Commitment
(hereinafter "Commitment") issued by Attoll1ev's Title Insurance Fundft--€BfHt1fHly (hereinafter
"Company") rea-snna-hly..aeeeptable..t-o.-B-uyeF.-fH-I<J!nr...B-uyer!5..C-(H:HEieL with the fee owner's title
Page 4 of -!.l~ 16
insurance policy premium to be paid by SeIler. The Commitment shaIl commit the Company
to issue to Buyer, upon recording of the deed conveying title to the Property to Buyer, a fee
owner's policy oftitle insurance, (AL T A Owner's Policy 10-17-92, Florida Modified), in the
amount of the Purchase Price of the Property, subject only to those exceptions reasonably
acceptable to Buyer's Counsel and the so called standard exceptions contained in the standard
AL T A Form of owner's title insurance commitment. The Commitment shall provide that the
applicable standard exceptions will be deleted by the Company upon the furnishing of an
ownership and lien affidavit in form required by Company (and SeIler agrees to furnish such
Affidavit as part of the Closing). Buyer shall have fifteen (15) days from the date of their
receipt of the Commitment to examine the same and to notify Seller in writing specifying any
defects or reasonable objections to Seller's title. Seller shaIl reply within ten (10) days after
actual receipt of Buyer's written title objections, if any, stating which objections Seller wiIl
cure at or prior to Closing and those which Seller will not cure:...-:!-nurJ1-euevel.l.rutlHysuto.g.ive-.S-eHer
#me--wt#rttt-"".hich to 8ttem~1-t:"tH-€-l:l-fe:- In the event SeIler elects to attempt to cure the defect,
Seller shaIl have no liability or obligation in the event SeIler is unsuccessful in curing same.
Moreover, Seller shaIl in no event be required to expend any money or institute any legal
proceedings in connection with the curing of any title defects. In the event Seller does not
cure the defect or SeIler notifies Buyer in writing that the defect will not be cured, Buyer may,
within fifteen (15) days after the receipt of such notice from Seller: (I) accept title in its then
existing condition without reduction ofthe Purchase Price or cash to close or (2) terminate this
Contract and receive return of its Deposit. If Buyer fails to notify Seller of Buyer's election
within said fifteen (15) day time period, Buyer shaIl be deemed to have elected to accept title
in its then existing condition without reduction of the Purchase Price or cash to close as
provided in this paragraph.
6. RESTRICTIONS, EASEMENTS. AND LIMITATIONS: The Buyer shall
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority, restrictions and matters appearing on the plat or otherwise common to
the subdivision, public utility easements of record, taxes for the year of closing and subsequent
years.
7. SURVEY: Buyer, at Buyer's_expcos.e,. within. the Feasibility Determination.
Period, may have the Property surveyed and certified by a registered Florida surveyor. If
survey shows encroachment on the Property or that improvements located on the Property
encroach on set back lines, easements, lands of others or violate any restrictions, covenants or
applicable government regulation, the same shall constitute a title defect. Buyer shaIl address
such title defect, if any, in the same manner as other title defects as set forth in paragraph 4
above. The parties agree that Buyer may substitute the surveyed legal description of the
Property for the legal description contained on Exhibit "A" for closing purposes.
8. APPRAISAL: Buyer, at Buyer's expense, within the Feasibility Determination
Period, may have the Property appraised by a certified registered Florida appraiser. If said
appraisal does not value the Property for at least the G.:151.Lmm.i.QIL.0CJ.hQuoPurchase Price
($2. 9iO .000.00 ), then Buyer may terminate this Agreement by notifying Seller in writing on or
PageS of.l.010.
before the expiration of the Feasibility Determination Period and, as long as Buyer does so,
obtain a refund of the Deposit (together with any interest earned thereon), the total of which
shall be forthwith paid to Buyer and the parties shall have no further liability hereunder.
9. SELLER REPRESENTATIONS: Seller hereby represents to Buyer based
on Seller's actual knowledge, without investigation:
(a) That Seller has good, marketable, and indefeasible title to, and is in possession
of, the Property, free and clear of all liens, security interests and
encumbrances, excluding only those (i) which may be satisfied or released at
Closing, (ii) to which the Buyer's title shall be subject as otherwise provided in
this Agreement, (iii) liens for taxes not yet due and payable, and (iv) statutory
liens not yet delinquent.
(b) That there is no condemnation, em inent domain, zon ing, or other land use
proceeding instituted, or pending on the Property.
(c) That there is ingress and egress to the Property sufficient for its current use.
(d) That there is no litigation or proceeding pending or threatened against or
relating to the Property arising by, through or under Seller, and Seller does
not know of any basis for such action nor are there any special assessments
of any nature with respect to the Property or any portion thereof, nor has
Seller received any notice of any special assessment being contemplated.
( e) That Seller has full power and authority to enter into and perfoml this
Agreement in accordance with its temls, and the completion of this
transaction will not violate any law, regulation or agreement affecting
Seller.
(f)
That there are no: (i) pending litigation or disputes involving the location of
the boundaries of any parLof the. Pro.p_erty~ _and/o.r(ii) .physical inteJfupJi.OnS.
or obstructions to physical access to any part of the Property.
(g) That there is no hazardous waste located on or buried beneath the Property.
The term "hazardous waste" shall have the meaning ascribed by Florida
and Federal law.
Paragraph 9 shall survive the closing.
10. -POSSESSION: Seller shall deliver possession of the Property to Buyer at
the time of Closing.
11. CLOSING:
Page 6 of -l-6.L0.
I.
(a) Closing Date: The closing of this Agreement, and the transfer of title and
possession of the Property, shall occur onu.9L_.hgJ~).r.~--_.fQb.r..\.mJY__H8.,.....2.QD.?.
:.---, (hereinafter "Closing Date"), unless otherwise
extended by the terms herein. Closing shall be held in the county where the
Property is located at the office of the attorney or other closing agent
designated by Sgl.!.<;.rB.uyer. At Buyer's discretion, Buyer may extend the
Closing up to ten t:h-i-~Fi ( ] ()) days by providing three (3) days advance
written notice to Seller
(b) Conveyance: Seller shall convey to Buyer marketable title to the Property by
Statutory Warranty Deed; and transfer of licenses, penn its, orders,
authorizations and other governmental permissions by Assignment to the
extent transferable without any warranties or representations express or
implied.
(c) Documents For Closing: Seller shall furnish the Closing Documents including,
but not limited to, the Deed, Bill of Sale, Assignments, Ownership and Lien
Affidavit, Certificate of Non-Foreign Status, satisfaction and release ofliens or
mortgages, and Closing Statement.
(d) Allocation of Expenses: Seller shall provide and pay the premium for the
owner's AL TA Owner's Policy 10-17-92 (Florida Modified) Title Insurance
Policy, charges for related title services including but not limited to title or
abstract charge, title examination, and settlement and closing fee, the cost of
recording corrective instruments and Florida Documentary Stamps to be
affixed to the Deed. Buyer shall pay documentary stamps and intangible tax
on any mortgage, mortgagee title insurance commitment with related fees,
recording of mortgage and any financing statements. Buyer shall pay the cost
of recording the Deed. Each party shall pay their respective attorney's fees
(e) Prorations: Real property. taxes, special assessments and ad valorem taxes for
the year of closing and any other pro-ratable items shall be prorated as of the
Closing Date with due allowance made for maximum allowable discount. All
real property taxes, special assessments and ad valorem taxes for prior years
shall be paid by Seller. In the event th;.; current a:;~;e:;:;ment and mileage :lre
Hf:H:ua-v-a.i.l.ab-Ie::..-aH-.-tax-esut(}r+l.reuyea-F..().f(~.tos1n-g.-shaHube..ba-sed.*muthe.-P:Feviom;
:ye-a~e-s-5-ft1-eHt--afld.m.ileage . J+-a-n~;"S{-Ih5-ffi'fl-t-i-ak+tf:fefetl€e ( i. e_, m .Of $500.00
doHfl:f-s}.o0eufsuinHthe..aetHal..tnxub-il-b--\Nhen..tss-ued.uh;r-the..y-ear-frfGlos.ing;-the
partie:; hereto agree to m~4t.H-:-i-tme-flb-ba:;ed on :;uch-t~i+b when tky
beefH-Yleuava.i.Jab-Iec
(f) FIRPT A Acknowledgment: At Closing, the Seller shall execute and deliver to
Buyer two (2) original counterparts of the Certification of Non-Foreign Status
Page 7 of-)GJ5
in form reasonably satisfactory to Buyer. In the event (a) Seller does not so
execute and deliver to Buyer such Certification of Non-Foreign Status, or (b)
sllch Certification of Non-Foreign Status .i.~n.i.H not fully and properly completed
and executed as of the Closing Date, or (c) Buyer is not entitled to rely upon
such Certification, then, in any of such events, Buyer shall withhold ten
percent (10%) of the Purchase Price and pay the withheld amount to the
Internal Revenue Service pursuant to Internal Revenue Code Section 1445.
Any amount thus withheld by Buyers shall be deemed to have been paid by
Buyer in cash at Closing as part of Buyer's obligation to pay the Purchase Price
hereunder.
(g) Ovmership and Lien Affidavit: Seller shall furnish to Buyer at the time of
closing an affidavit attesting to the absence, unless otherwise provided for
herein, of any Notices to Owner or Claims of Lien of potentiallienors known
to Seller and further attesting to the unquestioned ownership by Seller of the
Property and further attesting that there have been no improvements to the
Property for 90 days immediately preceding the Closing Date for which
payment has not been made in full, or for which payment has not been secured
or provided for, all in form acceptable to Seller, Buyer and Company. If
Property has been improved or repaired within 90 days at the request of and
authorization by Seller immediately preceding the Closing Date, Se1ler sha1l
deliver releases or waivers of construction liens executed by a1l general
contractors, subcontractors, suppliers, and materialmen in addition to Seller's
lien affidavit setting forth the names of a1l such general contractors,
subcontractors, suppliers and materialmen and further affinning that all
charges for improvements or repairs which could serve as a basis for a
construction lien or a claim for damages have been paid or wi1l be paid at
closing of this Agreement.
(11) Proceeds of Sale and Closing Procedure: Upon clearance of funds, the deed
of conveyance and other closing documents (hereinafter "Closing
Documents"), each duly_ exe.cuted, .shall he d.elivere.d. toJlle authorized agent of.
Company at closing. F01l0wing examination by the agent of the public records
of Seminole County, Florida, from the effective date ofthe Commitment up to
Closing Date (hereinafter "Gap Period") and delivery to Buyer of the
Commitment marked in order to show compliance with all conditions of
Closing and marked to insure the Gap Period a1l of which sha1l occur on or
before closing, the net sales proceeds shall be promptly disbursed to Se1ler by
Company or the authorized agent of Company at closing.
(i) Further Acts. etc.: At the closing and up to thirty (30) days thereafter, Se1ler
and Buyer agree to execute and deliver such other and further instruments and
to take such further actions as either ofthem or their counsel may reasonably
request of the other in order to fully implement the terms of this Agreement
Page 8 of-l-6.1..0.
and the closing thereof as long as said request is consistent with the respective
obligations of the parties as set forth in this Agreement. This paragraph shall
survive the closing.
12. DEFAULTS:
(a) Notice of Default: No default as to any provision of this Agreement
shall be claimed or charged by either party hereto against the other until notice thereof
has been given to the defaulting party in writing, and such default remains uncured for
a period of five (5) days after the defaulting party's receipt of such notice.
Notwithstanding the above, the Closing Date shall not be changed, delayed, postponed
or extended by this requirement for notice of default.
(b) Default bv Buver: If Buyer defaults on its obligations to purchase
under this Agreement, without fault on the part of the Seller, Seller may terminate this
Agreement and as Seller's remedy for default, the Deposit paid to the Escrow Agent,
shall be paid over by Escrow Agent to Seller and retained by Seller as its liquidated
damages in full and final settlement of all claims Seller may have against Buyer for
breach of this Agreement. In the event that Buyer defaults, Buyer shall join with
Seller in any written request made by Seller to the Escrow Agent for payment to Seller
of the Deposit.
(c) Default by Seller: If Seller defaults on its obligation to sell under this
Agreement, without fault on the part of the Buyer, Buyer may terminate this
Agreement and retain the Deposit. Further, Seller shall reimburse Buyer for all actual
costs and expenses incurred by Buyer in preparing for closing including, but not
limited to, costs associated with the Feasibility Determination Period, survey costs,
title inspection and commitment costs and appraisal fees, as its liquidated damages in
full and final settlement of all claims Buyer may have against Seller for breach of this
Agreement. In the event that Seller defaults, Seller shall join with Buyer in any
written request made by Buyer to the Escrow Agent for payment to Buyer of the
Deposit. Alternativ.ely, Buyer may.seek specific performance against Seller.
(d) Application of Deposit Upon Default: In the event of a dispute
between Buyer and Seller with regard to whether or not a default has occurred by
either party, or to whom the Deposit, together with any interest thereon should be
transmitted, the Escrow Agent shall have the rights accorded it hereunder, including
the right to interplead the Deposit, together with any interest thereon, into the registry
of the Clerk of the Circuit Court of Seminole County, Florida.
13. BROKER'S COMMISSION: Each party hereto represents and warrants unto
the. other party hereto that there are no brokers, real estate sales persons or agent involved with
respect to the transaction contemplated herein and that there are no fees, or commissions due
Page 9 of.16.L<?
as a result of their respective execution of this Agreement or which will be due as a result of
the closing as contemplated hereby by virtue of their respective acts, inactions, conduct or
otherwise. Each party hereto does hereby agree to indemnify and hold the other harmless
from any breach of their respective representations and warranties as set forth in this
Paragraph. The provisions of this Paragraph shall survive the Closing.
14. TIME OF THE ESSENCE: Time, and timely performance, is of the essence
of this Agreement and of the covenants and provisions hereunder.
15. TIME:Time periods herein of less than 6 days shall in the computation
exclude Saturdays, Sundays and state or national legal holidays, and any time period provided
for herein which shall end on Saturday, Sunday or a legal holiday shall extend to 5:00 p.m. of
the next business day.
16. EFFECTIVE DATE AND TIME FOR ACCEPTANCE: The date of this
Agreement ("Effective Date") shall be that date upon which the last one of the Buyer and
Seller has signed this Agreement.
17. ASSIGNMENT:
prior written consent of Seller.
This Agreement may not be assigned except upon the
18. ESCROW AGENT: BROWN, WARD, SALZMAN & WEISS, P.A., (the
"Escrow Agent"), the recipient of the Deposit hereunder, is authorized and agrees by
acceptance thereof to hold the same in escrow and to disburse it at closing in accordance with
the terms and conditions of this Agreement. In the event it is in doubt as to its duties or
liabilities under the provisions of this Agreement, the Escrow Agent may in its sole discretion,
continue to hold the monies which are the subject of the escrow until the parties mutually
agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction
sha1l detem1ine the rights of the parties thereto, or it may deposit a1l the monies then held
pursuant to this contract with the Clerk of the Circuit Court of Seminole, Florida, or such other
court having jurisdiction of the dispute, and upon notifying all parties concerned of such
action, all liability on the part of the Escrow Agent shall fu1ly cease and terminate, except to
the extent of accounting for any monies theretofore delivered out of escrow. In the event of
any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of
acting as such Escrow Agent hereunder, or in the event of any suit \:vherein Escrow Agent
interpleads the subject matter of the escrow, the Escrow Agent shall be entitled to recover a
reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as
court costs in favor of the prevailing party. All parties agree that the Escrow Agent sha1l not
be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies
subject to its Escrow, unless such misdelivery be due and willful breach of this contTact or
gross negligence on the part of the Escrow Agent.
19. ~\.CCESS: Buver reaffirms and ratifies that previous access agreement \vith
Scllers <"is morc s!)ccificallv set f()rth in thcprevious corrcstJondencc from BlI\:cr dared 1'vlav
........................_._............................. ...........n................""....................................__................ ........_....................................... i.........n.................... ............................ ..c............................................
Page 10 of +6.Ui.
2.JL.J..9.9.1...\,-:.h~I~.iI.l.Jh~....B.JJY~[...{lgJg9.~'L.JQ...pr.Qyi.~.h~....$.9.J!.~[..__,-:y.!.rJL..i:1.ffgH~..JD...JJ19....PEm!;.rJ.Y...i.r..I...JJ.)g
immediate vicinity of the existin~I crossing at Central Winds Park pendimr the reccin.Lof
JbI.!.n.i:~.L.~J.'.-:Y9..!.Q.mJ.!,t;.n.LPJ.[H.!5.'m...NQtb.i.DK.J1.(,T9.i.n....;;;l.mlJ....~.Q.n.SJ.iJ.yJ~..{L~Yitiy.tLQ.r..r..~.!jD.mli.~J.u.r..\9.n.t__by
Scllcr of its access a~ement \Nilh lJuyer. F'urthermore. nothing herein shaH limit or
.QJ.!W.r.\.y.i5.~...r.~~J.r.!.fJ....$.~.!.!.tLn:Qf..l.l....t!.9.g~~.(t;~.(j.Dg...;~H_9.mi:!J~...i:1.ff.~5.~mM[!;.9ru.~.!.!.t~__Q.L..f.I:.Q.lJl..5~JtIj.!J.gt!Ht(
certain litigation entitled Leffler C\lJll!Xll1V etc.. at al v. CSX 'rran~portatioll, IncH Case
N.~!Jnb.9.L..9.7::.J..2.9.}.:::CA:J.6.::.Ej.1.)..J.hg.Cj.r.G.!.\j.L_C.~mr.LQ.f.S.9.rnj..QQ.J~..c.Q!J.!.1.tL.fJQ[jJli:1,....Fh!.Y~.uL.gT.Gg5.JQ
cooperate full" with Scller as mav be reasonablv required to secure alternate access points. nx
.ilJgf..~~H..m.HL~gr95~,j~H.JJ.!~..p.!\m~r.Jy.:.
20+9. MISCELLANEOUS:
. (a) Radon Gas: Pursuant to Fla. Stat. Sec. 404.056(8), Radon is a
naturally occurring radioactive gas that when it has accumulated in a
building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in building in Florida.
(b) Binding Effect: Successors and Assigns: This Agreement shall be
binding upon and inure to the benefit of Seller, Buyer and their
permitted successors and assigns, if any.
(c) Captions: The captions for each paragraph or sub-paragraph of this
Agreement are for convenience and reference only and in no way
define, describe, extend, or limit the scope or intent ofthis Agreement,
or the intent of any provision hereof.
(d) Severability: If any provision of this Agreement, the deletion of
which would not materially adversely affect the material benefits
receivable by any party hereunder or substantially increase the burden
of any party hereto, shall be held to be invalid or unenforceable to any
extent, the same shall not affect in any respect whatsoever the validity
or enforceability of the remainder of this Agreement.
(e) Execution of Documents: Each party hereto covenants and agrees that
they will at any time and from time to time do such acts and execute,
acknowledge and deliver such documents, including corrective
instruments, reasonably requested by the Company, the parties hereto,
or their counsel, necessary to carry out fully and effectuate the
purchase and sale herein contemplated and to convey good, marketable
and insurable title to the Property and all parts thereof as long as the
request is consistent with the respective obligations ofthe parties as set
forth in this Agreement.
Page II of .j.6.!..(';.
(f) Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be, and shall be taken to be, an
original, and all collectively deemed one instrument.
(g) Facsimile: Telephonically transmitted facsimile copies of this
Agreement, and any signatures thereon, shall be considered for all
purposes as originals.
(h) Litigation and Attorney's Fees: In the event it shall be necessary for
either Party to this Agreement to bring suit to enforce any provision
hereof (before or after Closing) or for damages on account of any
breach of this Agreement, the prevailing party shall, to the extent
permitted by law, be entitled to recover from the other, in addition to
any Qamages or other relief granted as a result of such litigation, all
costs and expenses of such litigation and reasonable attorney's fees
(including attorney's fees and costs of appeals) as fixed by a court of
competent jurisdiction.
(i) Entire Agreement: Amendments: This Agreement contains the entire
and sole understanding between the parties hereto relative to the
purchase and sale of the Property and it may only be amended or
modified by an agreement in writing executed by Buyer and Seller
with the same formalities as this Agreement.
(j) Notices: All notices and correspondence shall be sent or delivered by
registered or certified mail to the parties hereto, return receipt
requested, with copies forwarded to their respective attorneys, at the
addresses set forth below or at sllch other addresses as the parties
hereto shall designate to each other in writing:
(i) if to Seller, to: Richard Parker and Gloria :.I..:;:<,m.!J<;_..Parker~l.D.~.I
Edward H. Parker-tffict Jeanne: T'urlct7f
C/o Stephen H.. Price, Esq.
1420 Edgewater Drive
Orlando, FL 32804
Telephone: 407-843-3300
Facsimile: 407-843-6300
(ii) if to Buyer, to: Mr. Ronald W. McLemore, City Manager
City of Winter Springs
1126 East S. R. 434
Winter Springs, FL 32708
with copies to: Anthony A. Garganese, Esq., City Attorney
Page 12 of +6.1..\1.
Brown, Ward, Salzman & Weiss, P.A.
POBox 2873
Orlando, FL 32802-2873
Telephone: 407-426-9566
Facsimile: 407-425-9596
Any notice or demand so given, delivered or made by United States
Mail shaIl be deemed so given, delivered or made three (3) days after
the same is deposited in the United State mail registered or certified,
retum receipt requested, addressed as above provided, with postage
thereon prepaid. Any such notice, demand or document not given,
delivered or made by registered or certified mail as aforesaid shaIl be
deemed to be given, delivered or made upon receipt of the same by the
party to whom the same is to be given, delivered or made.
(k) Interpretation: This Agreement has been submitted to the scrutiny of
each party hereto and each party has had opportunity to have it
reviewed by legal counsel. This Agreement shalI be given fair and
reasonable interpretation in accordance with the words used herein
without consideration or weight being given to its having been drafted
by either party hereto or their respective counsel.
(I) Applicable Law: This Agreement is to be construed according to the
laws of the State of Florida.
(m) Non-Waiver: No covenant, tenn, or condition, (or the breach
thereof), shaIl be deemed waived, except by written consent of the
party against whom the waiver is claimed. A waiver of any covenant,
term, or condition (or breach thereof) shall not be deemed to be a
waiver of any other covenant, term or condition (or breach thereof).
(n) Terminology: Whenever used herein, the terms "Buyer" and "SeIler"
shaIl be construed in the singular or plural as the context may require
or admit and shaIl be further construed to include the agents of the
Buyer and SeIler.
(0) No Recording: Neither this Agreement, nor any notice of it, shaIl be
recorded in any public records.
(p) Typewritten or Handwritten Provisions: Typewritten or handv.ifitten
provisions, either as additional terms and conditions or alterations to
existing terms and conditions, shaIl control all printed provisions in
conflict with them.
Page 13 of .j.()J.~;.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be
executed on the dates accompanied by their respective executions.
[THIS PORTION INTENTIONALLY LEFT BLANK.1
ISignatnres next page.}
Page 14 of .U;.!..\'i.
CITY OF WINTER SPRINGS, a
Florida municipal
corporation, Buyer
RICHARD H. PARKER, SELLER
By:
Date:
RONALD 'V. MCLEMORE
CITY MANAGER
Date:
HEJ'ENAJ::. PARKER, SELLffi
D.f.lk:
PA,.TRJCIA.,}. PARKfRGb-GRb-\
PA-R-h;ER, SELLER
Date:
GLQ15Jl\ JEANNE PARKER,
SELLER
Date:
ED'VARD H. PARKER, SELLER
Page] 5 of .1.6i(;.
Date:
JEANNE PARKER, SELLER
Date:
"ESCROW AGENT"
The undersigned hereby acknowledges the receipt of the sum of$ as
the Escrowed Funds referred to in this Agreement and hereby agrees to hold and disburse such
Escrowed Funds in accordance with the terms hereof.
BRO\VN, WARD, SALZMAN & \VEISS, P.A.
By:
Anthony A. Garganese, Esq.
Page 16 of .j.616.
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f. \ ..l.-.-\.~ ....jJ. -
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':r~ ,,,1.:1 ~ 1()(~{0l
PURCHASE AND SALE AGREEMENT
..
TillS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is
entered into by and between CITY OF WINTER SPRINGS, a Florida municipal
corporation, whose address is 1126 North State Road 434, Winter Springs, Fl 32708,
(hereinafter "Buyer"), and RICHARD H. PARKER, SR. and BETENA L. PARKER,
Trustees or their successors in Trust under the Richard H. Parker, Sr. and Betena L.
Parker Charitable Remainder Unitrust dated May 24, 2001; GLORIA JEANNE
PARKER and PATRICIA J. PARKER, as Co-Trustees of the Gloria Jeanne Parker
Revocable Trust created under agreement dated October 19,1990; and EDWARD H.
PARKER and SUE S. PARKER, Co-Trustees under that unrecorded Revocable Trust
Agreement entitled Edward H. Parker Revocable Trust dated January 27,1988 whose
address is c/o Stephen H. Price, Esq., 1420 Edgewater Drive, Orlando, FL 32804,
.(hereinafter "Seller").
WITNESSETH:
WHEREAS, Seller is the owner of an approximate 27.3 acre parcel of real property
adjacent to Central Winds Park (hereinafter "Property") situate and being in the City of
Winter Springs, Seminole County, Florida, and legally described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
WHEREAS, Buyer desires to purchase the PropeI1y from Seller as approved by a
majority of the registered voters of the City of Winter Springs voting at the referendum
election scheduled on September 4,2001; and
WHEREAS, Seller and Buyer agree that the Fair Market Value of the Property is
estimated to be Four Million Dollars and Noll 00;
WHEREAS Seller has agreed to accept a cash sum that is less than the Fair Market
Value, as stated herein, with the express understanding that the difference in the cash sum
paid by the Buyer and the Purchase Price stated herein shall be deemed a gift and otherwise
treated as a charitable contribution in accordance with federal law and all applicable Internal
Revenue Service provisions.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements herein contained, and in consideration of the sums to be deposited
or paid as contemplated by this Agreement, Seller agrees to sell and Buyer agrees to buy the
Property upon the following terms and conditions:
Page 1 of 16
;/
.
ii
1. PROPERTY AND APPURTENANCES: The Property, as more particularly
described herein above, is vacant. The Property will be sold to Buyer by Seller together with
all tenements, hereditaments and appurtenances thereunto belonging, all of which shall be
deemed part and parcel of the Property. Prior to closing, Seller shaH remove or have
removed all personal property located on the Property including, but not limited to, any
debris, construction materials, junk, vehicles, trailers, boats, or other items abandoned or not
permanently affixed to the ground.
To the extent the same exist on the Effective Date and are transferable and without
any representation or warranty express or implied, the Property shall be deemed to include all
licenses, permits, orders, authorizations and other governmental permissions of all
governmental authorities havingjurisdiction thereof(whether federal, state or local) owned or
held by Seller which appertain or relate to the Property and which are transferable or
assignable.
2. PURCHASE PRICE AND METHOD OF PAYl\1ENT~ CHARITABLE
CONTRIBUTION:
The purchase price of the Property (hereinafter "Purchase Price") shall be Four
Million and NollOO ($4,000,000.00) Dollars. The Purchase Price shall be payable as
follows:
(a) Deposit (hereinafter "Deposit") in the amount of Fifty Thousand and no/100
($50,000.00) DoHars shall be paid upon the execution hereof by Buyer, to be
held in escrow by BROWN, WARD, SALZMAN & WEISS, P.A.
(hereinafter "Escrow Agent").
(b) The remaining cash portion of the Purchase Price, in the
amount of. Two Million Nine Hundred Thousand ($2,900,000.00) shall be
. paid in cash, cashier's check, attorney's trust check drawn on a reputable
financial institution, or by wire transfer through the Federal Reserve System,
at closing as hereinafter defined.
( c) The remaining balance of the Purchase Price shall not exceed the amount of
One Million Fifty Thousand ($1,050,000.00) and shall be reflected as a
charitable contribution to Buyer. Buyer wiH execute IntemalRevenue Service
Form 8283, (Noncash Charitable Contributions) to acknowledge, as donee,
the receipt of donated property and will otherwise execute and confirm such
other documents as may be reasonably required by Seller to ratify and confirm
the charitable nature an portion of the transaction. Buyer shall not be liable
for or otherwise obligated to pay to SeHer, in cash, any portion of those
amounts designated as a charitable contribution.
Page 2 of 16
--..-
=-~
"
....~.,'},
17. ASSIGNMENT:
prior written consent of Seller.
This Agreement may not be assigned except upon the
18. ESCROW AGENT: BROWN, WARD, SALZMAN & WEISS, P.A., (the
"Escrow Agent"), the recipient of the Deposit hereunder, is authorized and agrees by
acceptance thereof to hold the same in escrow and to disburse it at closing in accordance with
the terms and conditions of this Agreement. In the event it is in doubt as to its duties or
liabilities under the provisions of this Agreement, the Escrow Agent may in its sole ~iscretion,
continue to hold the monies which are the subject of the escrow until the parties mutually
agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction
shall determine the rights of the parties thereto, or it may deposit all the monies then held
pursuant to this contract with the Clerk of the Circuit Court of Seminole, Florida, or such
other court having jurisdiction of the dispute, and upon notifying all parties concerned of such
action, all liability on the part of the Escrow Agent shall fully cease and terminate, except to
the extent of accounting for any monies theretofore delivered out of escrow. In the event of
any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of
acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
interpleads the subject matter of the escrow, the Escrow Agent shall be entitled to recover a
reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as
court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not
be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies
subject to its Escrow, unless such misdelivery be due and willful breach of this contract or
gross negligence on the part of the Escrow Agent.
19. ACCESS: Buyer reaffirms and ratifies that previous access agreement with
Sellers as more specifically set forth in the previous correspondence from Buyer dated May
20, 1993 wherein the Buyer agreed to provide Seller with access to the property in the
immediate vicinity of the existing crossing at Central Winds Park pending the receipt of
formal development plans. Nothing herein shall constitute a waiver or relinquishment by
Seller of its access agreement with Buyer. Furthermore, nothing herein shall limit or
otherwise restrict Seller from negotiating alternate access agreements or from settling that
certain litigation entitled Leffler Company etc.. at al v. CSX Transportation. Inc., Case
Number: 97-1293-CA-16-E in the Circuit Court of Seminole County, Florida. Buyer agrees
to cooperate fully with Seller as may be reasonably required to secure alternate access points,
for ingress and egress, for the property.
Seller agrees to provide Buyer with all pertinent documents concerning the access
points, and the litigation arising thereunder, during the Feasibility Determination Period set
forth in Paragraph 4. Seller also agrees to assign to Buyer at closing, any right, title interest
or claim to the access points and agrees to cooperate or otherwise assist Buyer with the
negotiation and selection of the access agreements. Although Buyer shall be given to the
right select its preferences for the physical location of the access points, Buyer shall have no
authority to act as Sellers' agent or to bind Seller prior to closing.
I:
I
I
I
I.
Page 10 of 16
Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.j 407 425 9596j
Jan.25.02 9:27AMj
".
PURCHASE AND SALE AGRREJ\1ENT
THIS PURCHASE AND SALE AGREEMEN"r (hereinafter "Agreement") is
entered into by and between cn"'Y OF WINTER SPRINGS, a Florida municipal
corporation, whose address is 1126 North State Road 434, Winter Springs. FI 32708,
(hereinafter "Buyer"), and RICHARD H. PARKER. SR. and BETENA L. PARKER,
Trustees or their successors in Trust unuer the Richard n. Parker. Sr. and llctcnn L.
Parker Charitable Remainder Unitrust dated I'vby 24, 2001; GLORIA JEANNE
PARKER nod PATRICIA J. PARKER, as Co-Trustees of the Gloria Jeanne Parker
Revocable Trust cre.'lted under agreement unled October 19,1990; and EDWARD n.
PARKER and SUE S. PARKER, Co-Trustees under that unrecorded Revocable Trust
Agreement entitled Edward H. Parl{er Revocable Trust dated January 27,1988 whose
address is clo Stephen H. Price, Esq., 1420 Edgewater Drive, Orlando. FL 32804,
(hereinafter" Seller").
WITNESSETH:
WHEREAS, Seller is the owner of an approximate 27.3 acre parcel of real property
adjacent to Central Winds Park (hereinafter "Properly") situate and being in the City of
Winter Springs, Seminole County, Florida, nnd legally described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
WHEREAS, Buyer desires to pllrcha!\e the Property from Seller as approved by a
majurity of the registered voters of the City of Winter Springs voting at the referendum
election scheduled on September 4, 200 I; and
VVHEREAS Seller has agreed to accept a cash sum that is less than the Fair Market
Value, as stated herein, with the express understanding that the ditterence in the cash sum
paid by the Buyer and the Purchase Price stated herein shall be deemed a gift and otherwise
treated as a charitable contribution in accordance with federal law and all applicable Internal
Revenue Service provisions.
NO\\', THEREFORE, in consideration of the mLiWal covenants, representations.
warranties and agreements herein contained, and in consideration of [he sums to be deposited
or paid as contemplated by this Agreement, Seller agrees to sell and Buyer agrees to buy the
Property upon the following t~rms and conditions:
I. PROPERTY AND APPU.RTF..NANCES: The Property, as more particularly
described herein above, is vacant. The Property will be sold to Buyer by Seller together with
all tenements, hereditaments and appurtenances thereunto belonging, all of which shall be
Pnge I 01 16
Page 2
Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.j 407 425 9596;
Jan-25-02 9:27AM;
deemed pal1 and parcel of the Property. Prior to closing, Seller shall remove or have
removed all personal property located on the Property including, but not limited to, any
debris, construction materials, junk, vehicles, trailers, boats, or other items abandoned or not
permanently affixed to .the ground.
To the extent the same exiSl 011 the Effective Date and arc trumferable and wi thout
any representation or warranty express or implied, the Property shall be deemed [0 include all
licenses, pcmlits, orders, authorizations and other governmental permissions of all
governmental authorities having jurisdiction thereof(whcther federal, state or local) owned or
held by SeIler which appertain or relate to the Property and which are transferable or
assignable.
2. PURCHASE PRICE AND MKJ'HOD OF 1'.4.. YMENT; CHARITABLE
CONTRIBUTION:
The purchase pl;ce oithe Property (hereinafter "Purchase Price") shall be determined
by an appraisal, certified by a member of the American Appraisal Institute. The expense of
the appraisal shall be paid by the Seller. The Seller shall notify the Buyer of the final
appraised value within ten (10) days of receipt of the appraisal. Once detennined, the
Purchase Price shall he payable as follows:
(a) Deposir (hereinafter "Deposit") in the amount of Fifty Thousand and nol1 00
($50,000.00) Dollars shall be paid upon the execution hereof by Buyer, to be
held in escrow by BROWN, WARD, SALZMAN & \VEISS, P.A.
(hereinafter "Escrow Agent").
(b) The cash portion of the Purchase Price paid by Buyer shall be the amount of
Two Million Nine Hundred Thousand (52,900,000.00) shall be paid in cash:
cashier's check, attorney' $ trust check drawn on a reputable financial
institution, or by wire transfer through the Federal Reserve System, at closing
as hereinafter defined.
(c) The remaining balance of the Purchase Price, as determined by the appraisal,
shall be reflected as a charitable wntribution to Buyer. Buyer will execute
Internal Revenue Service Form 8283, (Noncash Charitable Contributions) to
acknowledge, as donee, the receipt of donated property and will otherwise
execute and confirm ~u(;h olller doculllent~ as may be reasonably required by
Seller to ratify and confirm the charitable nature of any portion of the
transaction. Buyer shall not be liable for or otherwise obligated to pay to
Seller, in cash, any portion of those amounts designated as a charitable
contribution.
Page 2 of 16
Page 3
Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9596j
Jan-25-02 9:27AM;
3. FlI'ANCING: The citizens of Winter Springs hnvc approved, by majority vote,
the purchase by referendum at the September 4,2001 special election scheduled in Seminole
County, Florida and the subsequent funding of the Limited Ad Valorem Tax Bonds as set
fonh in Resolution No. 2001-30 attached hereto as Exhibit UB" and fully incorporated hereio
by this reference. Buyer therefore, \vaivcs tinancing as a contingency to this contract and the
ultimate purchase of the subject prop~rty.
4. FEASffiTLITY DETERM1NA TION 'PERIOD: Buyer shall have until
December 31, 200 1 to determine the feasibility of Buyer's purchase of the Property,
("Feasibility Det~rmination Period"). During the Feasibility Determination Period, Buyer may
undertake, at Buyer's expense, such physical inspections, tests and other investigations as
may be deemed necessary by the Buyer in order for Buyer to evaluate the feasibility of the
Buyer's purchase of the Property. Such investigations to include an Environmental Audit up
to Level II if Buyer determines it necessary after having received the results of u Level I
Environment Audit. For purpose$ of undertaking physical inspections, tests or investigations
of the Property, Seller hereby grants to Buyer, their agents, and professionals engaged by
Buyer, the right to enter upon the Property and any pan thereof during the Feasibility
Determination Period. Said right of entry is conditloned upon (a) the Buyer giving Seller
reasonable notice, and (b) such entry bcing during normal business hours. The presence on
the Property of ~:;uch personnel shall only be for the purpose of conducting such inspections,
tests or investigations, and no other personal activity shall be permitted.
Any alterations or changes to the Property that are a direct result of the inspecting,
testing and investigations will be repaired and replaced by Buyer if a closing does not occur.
To the extent permitted by law, Buyer shall indemnify Seller against any lQss or damages to
the Property arising out, of or in connection with, any inspection, te~liIlg or investigation of
the Property by Buyer, including but not limited to, nonpayment of services rendered to or for
the benefit of Buyer or mechanics'liens or liability for damage to persons or property arising
from any activity permitted hereunder or any change in the existing condition of the Property
by Buyer or its agents, servants, employees, contractors or representatives. This
indemnification and agreement to hold harmless shall survive Closing or termination of this
ContraCl. Without limiting the generality of the foregoing, but in addition thereto, in the
event this Contract is terminated under circumstances which entitle Buyer to rerum of its
Deposit (or any portion thereof or any other monies delivered by Buyer to Seller) prior to
return of such Deposit (or any portion thereof ur allY other monies delivered by Duyer to
Seller), Buyer shall furnish proof reasonably acceptable to Seller (in the form of affidavits, lien
waivers or releases, paid invoices and the like) that the Propelty has been returned to the
condition in which they were prior to Duyer's inspeclions and that all Buyer's agents, servants,
employees, contractors and representatives who have entered upon the Property for the
purpose of inspection, tests or otherv,.;se have been paid in full so that a lien coulcJ not be
validly filed against the Property. The foregoing is not intended to apply to matters created
by or resulting from acts by Seller or their agents. servants, employees, contractors and
representatives. The provisions of this numbered paragraph 4 shall suIVive anytemlination of
P.lgC:; of 16
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Jan-25-02 9:28AM;
this Contract. The Buyer's indemnification of the Seller will not include any loss or damage
due (0 pre-existing conditions, problems or deficiencies of the Property that are discovered
through the inspection, testing and investigation authorized herein.
If, after reviewing the results or reports from allY of the tests or inspections de$cribed
in this paragraph the Buyer determines, in its sole discretion, that it is not feasible to purchase
the Property, then Buyer may terminate this Agreement and obtain a refund of the Deposit
(together with any interest earned thereon), the total of which shall forthwith be paid to Buyer
and the parties shall have no further liability hereunder. This provision shall not affect any
other rights of the Buyer under this Agreement including, but not limited to the right to
inspect the title of the Property. If Buyer fails to notify Seller in writing of Buyer's election to
terminate this Agreement on or before the expiration of the Feasibility Period, Buyer shall be
deemed to have elected to accept the Property in its then existing condition and will have
waived all other contingencies in thi~ Agreement with the sole exception of Paragraph 5.
Buyer hereby unconditionally, irrevocably and absolutely assigns to Seller all of
Buyer's rights with respect to any governmental permits or approvals reJate.d to the Property,
which assignment shall become null and void and of no further force or effect upon closing,
but shall othenvise remain effective and survive any termination of this Contract. In the event
closing fails to nCCllr for any reason whatsoever, Buyer agrees, promptly on request, to turn
over to Sellcr copics ofall investigations perfonned in connection with the Property by or on
behalf of Buyer, including any survcy(s) as set forth in Paragraph 7, and to return to Seller all
materials and infonnation furnished by Seller to Buyer in connection with the transaction
contemplated by this Contract, all without charge, cost or expense to Seller, and the
provisions of this paragraph shall survive any termination of this Contract.
5. TITLE EVIDENCE: At least thirty (30) days before.expiration of the Feasibility
Determination Period, Seller, at Seller's expense, shall obtain a Title Insurance Commitment
(hereinafter "Commitment") issued by Attorney's Title Insurance Fund (hereinafter
"Company") with the fee owner's title insurance policy premium to be paid by Seller. The
Commitment shall commit the Company to issue to Buyer, upon recording of the deed
conveying title to the Property to Buyer. a fee owner's policy of title insurance, (AL T A
Owner's Policy 10-17-92, Florida Modified), in the amount of the Purchase Price of the
Property, subject only to those exceptions reasonably acceptable to Buyer's Counsel and the
so called standard exceptions contained in the standard AL T A Fonn of owner's title inSurance
commitment. The Commitment shall provide that the applicable standard exceptions will be
deleted by the Company upon the furnishing of an ownership and lien ani davit in form
required by Company (and Seller agrees to furnish such Affidavit as part of the Closing).
Buyer shall have fifteen (15) days from the date of their receipt of the Commitment to
examine the same and to notify Seller in writing specifying any defects or reasonable
objections to Seller's title. Seller shall reply within ten (10) days after actual receipt ofBuyer's
written tirle objections, if any, stating which objections Seller will cure at or prior to Closing
Rnd those which Seller will not cure In the event Seller ekcl~ to attempt to cure the de[~cl,
P:1('.<': 4 of 16
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Jan-25-02 9:28AMj
Seller shall have no liability or obligation in the event Seller is unsuccessful in curing same.
Moreover, Seller shall in no event be required to expend allY mllllt:y OJ' institute any legal
proceedings in connection 'h1th the curing of any title defects. In the event Seller does not
cure the defect or Seller notifies Buyer in writing that the defect will not be cured, Buyer may,
within fifh:en (IS) days aner lhe receipt of such notice from Seller: (1) accept title in its then
existing condition without reduction of the Purchase Price or cash to close or (2) terminate
this Contract and receive return of Its Deposit. If Buyer fails to notify Seller of Buyer's
election within said filleen (15) day time period, Buyer shall be deemed to have elected to
accept title in its then existing condition without reduction of the Purchase Price or cash to
close as provided in this paragraph
6. RESTRTCTIONS. EASEMENTS, AND LlMITATJONS: TheBuyershalJ
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority, restrictions and matters appearing on the plat or othen.."ise common
to the subdivision, public utility easements of record, taxes for the year of closing and
subsequent years.
7. SURVEY: Buyer, at BuyejJs expense, within the Feasibility Detennination
Period, may have the Property surveyed and certified by a registered Florida surveyor_ If
survey shows encroachment on the, Property or that improvements located on the Property
encroach on set back lines, easements, lands of others or violate any restrictions, covenants or
applicable govemment regulation. rhe same shall constitute a title defect. Buyer shall addres~
such title defect, ifany, in the same m!tnncr as other tirle defects ns set forth in paragrnph 4
above. The parties agree that Buyer may substitute the surveyed legal dcscription of the
Property for the legal description containcd on Exhibit "An for closing purposes.
8. A VPRATSAL: Buyer, al Buyer's expense, within the Feasibility Determination
Period, may have the Property appraised by a. cel1ified registered Florida appraiser. Tf said
appraisal does not value the Property for at least the cash portion of the Purchase Price
($2,950,000.00), then Buyer may terminate this Agreement by notifying Seller in writing on
or before the expiration of the Fe(l~ibility Determination Period and, as long as Buyer does so,
obtain a refund of the Deposit (together with any interest earned thereon), the total of which
shall be forthwith paid to Buyer and the parties shall have no further liability hereunder.
9. SELLERREPRESENTA TIONS: Seller hereby represents to Buyer based
on Seller's actual knowledge, witnout investigation:
(a) That Seller has good, marketable, and indefeasible title to, and is in possession
of, the Property, free and clear of all liens, security interests and
encumbrances, excluding only those (1) which may be satisfied or released at
Closing, (ii) to which the Buyer's title shall be subject as othclWisc provided in
this Agreement, (iii) liens for taxes not yet due and payable, and (iv)
sratutory liens not yet delinquent.
?~ge5of )6
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Jan-25.02 9:29AMj
(b) That there is no condemnation, eminent domain, zoning, or other land use
proceeding instituted, or pending on the Propcl1y.
(c) That there is ingress and egress [0 the Propeny sufficient lor its current
use.
(d) That there is no litigation or proceeding pending or threatened against or
relating to the Property arising by. through or under Seller, and Seller does
not know of any basis for such action nor are there any special assessments
of any nature with respect to the Proper1y or any ponion thereuf. nor has
Seller received any notice of any special assessment being contemplated.
(e) . That Seller has fi.lll pov-..-er and authority to enter into and perform this
Agreement in accordance with its terms, and the completion of this
transaction ",,~II not viobte any law, regulation or agreement affecting
Seller.
(f) That there are no: (i) pending litigation or disputes involving the location
of the boundaries of any part of the Property; anti/or (ii) physical
interruptions or ohstructions to physical access to any pan ofthe Property.
(g) That there is no hazardous waste located un or buried beneath the
Property. The temi "hazardous waste" shall have the meaning ascribed by
Florida and Federal law.
Paragraph 9 shall survive the closing.
10. POSSESSION: Seller shall deliver possession of the Property to Buyer at the
time of Closing.
11. CLOSING:
(a) Closing Dfitc: The closing of this Agreement, and the transfer of title and
possession of the Property, shall occur on or befor~ Fel,)ruary 8. 2002,
(hereinafter "Closing Date"), unless othef\vi,se extended by the terms herein.
Closing shall be held in the county where the Property is located at the office
of the attorney or other closing agent designated by Seller. At Buyer's
discretion, Buyer may extend the Closing up to twenty (20) days by providing
three (3) days advance written notice to Seller
(b) Conveyance: Seller shall convey to Buyer marketable title to the Property by
Statutory Warranty Deed; and transfer of licenses, permits, orders,
authori7.ations and other governmental permissions by Assignment to the
extenl transferable \l.'ithout any warranties or representations express or
P:1IF 6u[ lG
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Jan-25-02 9:29AM;
implied.
(c) DOC\,lrpelllS for Closing: Seller shall Furnish the Closing Documents including,
but not limited to, the Deed, Bill of Sale, Assignments, Ownership and Lien
Affidavit, Certificate of Non-Foreign Slatus, satisfaction and release of liens
or mortgages, and Closing Statement.
(d) Allocation of EXDen.<;es: Seller shall provide and pay the premium for the
owner's AL TA Owner's Policy 10-17-92 (1~'loridn Modified) Title Insurance
Policy, charges for related title services including but not limited to title or
abstract charge, title examination, and !>ettlement and closing fee, the cost of
recording corrective instruments and Florida Documentary Stamps to be
atlixed to the Deed. Buyer shall pay documentRry stamps and intangible lax
on any mortgage, mortgagee title insurance commitment with related fees,
recording ofmongnge and any financing statements. Buyer shall pay the cost
of recording the Deed. Each party shall pay their respective attorney's fees
(e) Prorations: Real property tllxes, special assessments and ad valorem taxes for
the year of closing and any other pro-ratable items shall be prorated as of the
Closing Date with due allowance made for maximum allowable discount. All
real property taxcs, special assessments and ad valorem taxes for prior years
shall be paid by Seller.
(f) FTRPT A Acknowledgment: At Closing, the Seller shall execute and deliver
to Buyer two (2) original counterparTS of the Certification or Non-Foreign
Status in form reasonably satisfactory to Buyer. in the event (a) Seller does
not so execute and deliver to Buyer such Certification of Non-Foreign Status,
or (b) such Certification of Non-Foreign Status is not fully and properly
completed and executed as of the Closing Date, or (c) Buyer is not entitled to
rely upon such Certification, then, in any of such events. Buyer shall withhold
. ten percent (10%) of the Purchase Price anti pay the withheld amount to the
Internal Revenue Service pursuant to Internal Revenue Code Section 1445.
Any amount thus withheld by Buyers shall be deemed to have been paid by
Buyer in cash at Closing as pal1 of Buyer's obligation to pay the Pun;hast:
Price hereunder.
(g) Ownership and _Lien AffIdavit: Seller shall furnish to Buy~r at the time of
closing an Rffidavit atte~ting to (he absence, unless otherwise provided tor
herein, of any Notices to Owner or Claims on.ien of potenliallienors known
to Seller and further attesting to the unquestioned ownership by Seller of the
Property and further attesting that there have been no improvements to the
Propelty for 90 days immediately preceding the Closing Date for which
paymenr has not been made in full, or for which paymenl has not been secured
or provided for. all in form acceptable to Seller, Buyer and Company. If
P:>.gd of I G
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Jan-25-02 9:29AM;
Property has been improved or repaired within 90 days at the request of and
authorization by Sellcr immediately preceding the Closing Date, Seller shall
deliver relea!ies or waivers of construction liens execmed by all general
contractors, subcontractOrs, suppliers, and materialmen in addition to Seller's
lien affidavit setting forth the names of all such general contractors,
subcontractors, suppliers and materi~lmen and further affirming that all
charges for improvements or repairs which could serve as a basis for a
construction lien or a claim for damllges have been paid or will be paid at
closing of this Agreement.
(h) Proceeds of Sale !lnd Closing Procedure: Upon clearance offunds, the deed
of conveyance and other closing documents (hereinafter "Closing
Documents"), each duly executed, shall be delivered to the authorized agent
of Company at closing. Following eX<'Imination by the agent of the public
records of Seminule Counly, Florida, from the effective date of the
Commitment up to Closing Date (hereinafter "Gap Period") and delivery to
Buyer of the Commitment marked in order to show compliance with all
conditions of Closing and marketllo insure the Gap Period all of which shall
occur on or before closing, the net sales proceeds shall be promptly disbursed
to Seller by Company or the authorized agent of Company at closing.
(i) Furlher Acts. etc.: At the closing and up lo thirty (30) days thereafter, Seller
and Buyer agree to execute and deliver slIch other and further instruments and
to take such further actions as either of them or their counsel mayrcasonably
request of the other in order to fully implement the terms of this Agreement
and the closing thereofas long as !'aid reque~t is consistent with the respective
obligations of the parties as set forth in this Agreement. This paragraph shall
survive the closing.
12. DEFAULTS:
(a) NCltice of Default: No default as to any provision of this Agreement
shall be claimed or charged by either party hereto against the other until notice thereof
has been given to the defaulting party in writing, and such default remains uncured for
a period of five (5) days after the defaulting, pal1y's receipt. of such notice.
Notwithstanding the above, the Closing l)ate shall not be changed, delayed,
postponed or extended by thi5 requirement for notice of default.
(b) Default bv Buver: If Buyer defaults on its obligations to purchase
under this Agreement, without fault on the part of the Seller, Seller may terminate this
Agreement and as Seller's remedy for default, the Deposit paid to the Escrow Agent,
shall be paid over by Escrow Agent to Seller and retained by Seller as its liquidated
damages in fuJl and final ~ettlemcnt of all claims Seller may have against Buyer for
breach of this Agreement Tn the event that Buyer defaults, Buyer shall join with
f'ogc tI of 1(;
.:.' . ..
Page 9/18
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Jan-25-02 9:30AM;
Seller in any written request made by Seller to the Escrow Agent for payment to
Seller of the Deposit.
(c) Default bv Seller: If Seller dCf.'lUltS on its obligation to sell under this
Agreement, without fault on the part of the Buyer, Buyer may terminate this
Agreemem and retain the Depusit. Further, Seller shall reimburse Buyer for all actual
costs and expenses incurred by Buyer in preparing for closing including, but not
limited to, costs associated with the Feasibility Determination Period, survey cMt!'i,
title inspection and commitment costS and appraisal fees, as its liquidated damages in
full and final settlement of all claims Buyer may have against Seller for breach of this
Agreement. In the event that Seller defaults, Seller shall join with Buyer in any
written request made by Buyer to the Escrow Agent for payment to Buyer of the
Deposit. Alternatively, Buyer may seek specific performance against Seller.
(tl) f.._P-J~Jicatjon of Deposit lIP-on Default: Tn the event of a dispute
between Buyer and Seller with regard to whether or not a default has uccurred by
either party. or to whom the Deposit, together with any interest thereon should be
transmitted, the Escrow Agent shall have the rights accorded it hereunder. including
the right to interplead the Deposit, together with any interest thereon, into the registry
of the Clerk of the Circuit Court of Seminole County, Florida.
13. nROKER'S COMMISSION: Each party hereto represents and warrants
unto the other party hereto that there are no brokers, rcal estate sales persons or agent
involved with respect to the transaction contemplated herein and that there are no fees, or
commissions due as a result of their respective execution of this Agreement or which will be
due as a result of the closing as contemplated hereby by virtue of their respective acts,
inactions. conduct or otherwise. Each pally hereto does bt:reby agree to indemnify and hold
the other harmless from nny breach of their respective representations and warranties as set
forth in this Paragraph. The provisions of this Paragraph shall survive the Closing.
14. TIME OF THE ESSENCE: Time, and timely performance, is of the essence
of this Agreement and of the covenants and provisions hereunder.
15. TI:ME:Timc periods herein of less than. 6' day!\ !\hall in the computation
exclude Saturdays, Sundays and stale or national legal holidays, and any time period provided
for herein which shall cnd on Saturday, Sunday Of a legal holiday shall extend to 5:00 p.m. of
the next business day.
16. EFFECTIVE DATE AND TIMl.: FOH ACCEPTANCE: The date of this
Agreement ("Effective Date") shall be that date upon which the last one of the Buyer and
Sellcr has signed this Agreement.
PIIge90f 16
Page 10/18
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407 425 9596j
Jan-25-02 9:30AMj
17. ASSIGNMENT:
prior written consent of Seller.
This Agreemcnt may not be assigncd except upon the
18. ESCROW AGENT: BRO\\'N, WARD, SALZMAN & WEISS, P.A., (the
"Escrow Agcnt"), the recipient of the Deposit hereunder, is authorized and Rgrees by
acceptance thereof to hold the same in escrow and LO disburse it at closing in accordance with
the terms and conditions of this Agreement In the event it is in doubt as to its duties or
liabilities under the provisions of this Agreement, the Escrow Agent may in its sole discretion,
continue to hold the monies which are the ~ubjt:(;t of the escrow until the parties mutually
agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction
shall determine the rights of the parties thereto, or it may deposit all the monies then held
pursuant to this contract with the Clerk of The Circuit Courr of Seminole, Florida, or such
other court havingjurisdiction of the dispute, and upon notifYing all parties concerned ofsuch
action, all liability on the pal1 of the Escrow Agent shall fully cease and terminate, except to
the extent of accounting for any mOlJies theretofore delivered out of escrow. In the event of
any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of
acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
interpleads the subject matter of the escrow, the Escrow Agent shall be entitled to recover a
reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as
court costs in favor oftne prevailing pal1y. All panies agree that the Escrow Agent shall not
be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies
subject to its Escrow, unless such misdelivery be due and willful breach of this contracr or
gross negligence on the pal1 of the Escrow Agent.
19. ACCESS: Buyer reaHirms and ratifies that previous access agreement with
Sellers as more specifically set forth in the previous correspondence from Buyer dated May
20, -1993 wherein the Buyer agreed to provide Sellcr with access to {he property in the
immediate vicinity of the existing crossing at Central Winds Park pending the receipt of
formal development plans Nothing herein shall constitute a waiver or relinquishment by
Seller of its access agreement with Buyer. Furthennorc. nothing herein shall limit or
othclWise restrict Seller from negotiating alternate access agreements or from settling that
certain litigation entitled Lerner Comp~ny eTC.. at al v;.....CSX Transportation Inc., Case
Number: 97-1293-CA-I G-E in the Circuit Court ofSeminolc County, Florida. Buyer agrees
to cooperate fully with Seller as may be reasonably required to secure alternate access points,
for ingress and egress, for the property.
Seller agrees to provide Buyer with all pertinent documents concerning the access
points. and the litigation arising thereunder, during the Feasibility Determination Period set
forth in Paragraph 4. Seller also agrees to assign to Buycr at closing, any right, title intert:st
or claim to the acces~ points and agrees to cooperate or otherwise assist Buyer with the
negotiation and selection of the access agreements. t\llhough Buyer shall be given the right
to select its preferences for the physical location or the access points, Buyer shall have no
authority to act ?5 Sellers' agent or to bind Seller prior to closing
I'n~c 10 or I fi
Page 11/18
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Jan-25-02 9:31AMj
20. MfSCELLANEOUS:
(a) R.adon Gas: Pursuant to Fla. Stat. S~c. 404.056(8), Radon is a
naturally occurring radioactive gas that when it has accumulated in a
building in sufficient quantities, may present health risks to persons
who are exposed to it ovt:r time. Levels of radon that exceed federal
and state guidelines have been found in building in Florida.
(b) Binding Effect: SucceSSQI,S and Assit!:l1s: This Agreement shall be
binding upon and inure to the benefit of Seller, Buyer and their
permitted successors and assigns, if any.
( c) ~tions: The captions for each paragraph or sub-paragraph of this
Agreement are for convenience and reference only and in no way
define, describe, extend, or limit the scope or intent of this Agreement,
or the intent of any provision hereof.
(d) Severability: ff any provision of [his Agreement, the deletion of
which would not materially adversely affect the material benefits
receivable by any pany hereunder or substantially increase the burden
of any pany hereto. shall be held to be invalid or unenforceable to any
extent, the same shall not affect in any respect whatsoever the validity
or enforceability of the remRinder of this Agreement.
(e) Execution of DQ.g,Iments: Each party hereto covenants and agrees
that they will at any time and fi.om time to_ tjm~ do such acts and
execute. acknowledge and deliver sueh documents, including
corrective instruments, reasonably requested by the Company, the
parties heretO, or their counsel, necessary to carry out fully and
effectuate the purchase and sale herein contemplated and to convey
good, marketablt: and insurable title to the Property and all parts
thereof as long as the request is cnnsistent with the respective
obligations of the parties as set [onh in this Agreement.
(f) Counterparts: This Agreement ~ay be executed in two or more
cOuntellJarts, each of which shall be; and shall be taken to be, an
original, and all collectively deemed one instrument.
(g) Facsimile: Telephonically transmitted facsimile copies of this
Agreement, and any signatures thereon. shall be considered for all
purposes as original!;.
(h) Litigation and Mt.Q[ney's Fees: J n the event it shall be necessary for
either Party to this Agreement to bring suit to enforce any provision
P-~f:~ 11 (It" 16
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Jan-25-02 9:31AM;
hereof (before or after Closing) or for damages on account of any
breach of this Agreement, the prevailing pany shall, to th~ ~xt~nt
permitted hy law, be entitled to recover from the other, in addition to
any damages or other relief granted as a result of such litigation, all
costs and expenses of such litigation and reasonable attorney's fees
(including attorney's fees and costs of appeals) as fixed by a court of
competent jurisdiction.
(i) Entire Agreement" Amendments: This Agreement contains the entire
and sole understanding between the parties hereto relative to the
purchase and sale of the Prop<::ny and it may only be amended or
modified by an agreement in writing executed by Buyer and Seller
v.lith the same fonnalities as this Agreement.
(j) NQtic_e1i: All notices and correspondence shall be sent or delivered by
registered or certified mail to the panies hereto, return receipt
requested. \vith copies forwarded LO their respective attorneys, at the
addresses set forth below or at such other addresses as the parties
hereto shall designate to each other in writing:
(i) if to Seller, to: Richard Parker find Gloria Jeanne Parker and
Edward H. Parker
C/o Stephen H.. Price, .EsCJ.
1420 Edgewater Orive
Orlando, FL 32804
Telephone: 407-843-3300
Facsimile: 407-843-6300
(ii) jfto Buyer, to: Mr. Ronald \1../. McLemore, City Manager
City of Winter Springs
1 J 26 East S. R. 434
Winter Springs, FL 32708
with copies to: Anthony A. Garganese, Esq., City Attorney
Brown, Ward, Salzman & Weiss, P.A.
r 0 Box 2K73
Orlando, fL 32802-287)
Telephone: 407-426-9566
Facsimile: 407-425-9596
Any notice or uemalld $0 given, delivered or made by United States
Mail shall be deemed so given, delivered or made three (3) days after
the same is deposited in the United State mail registered or certified,
return receipt requested. addressed as IIbove provided, with postage
Pagl: 12 lli 16
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Jan-25-02 9:31AMj
thereon prepaid. Any such notice, demand or document not given,
delivered or made by registered or cenitied mail as aforesaid shall be
deemed to be given, delivered or made upon receipt of the same by
the patty to whom the same is to be given, delivered or made.
(k) Interpretation: This Agreement has been submitted to the scrutiny of
each party hereto and each party has had opportunity m have it
reviewed by legal cOllnsel. Thi~ Agreement shall be given fair and
reasonable interpretation in accordance with the words used herein
without consideration or weight being given to its having been drafted
by either party hereto or their respective counsel.
(I) AP-plicabfe Law: This Agreement is to be consulJed according to the
lows of the State of Florida.
(m) Non- Waiver: No covenanr, term, or condition, (or the breach
thereof), shall be deemed wnived, except by written consent of the
party against whom the waiver is claimed. A waiver of any covenant,
term, or condition (or breach thereat) shall not be deemed to be a
waiver of any other covenant, term or condition (or breach thereof).
(n) Terminolol,'-Y: Whenever used herein, the tenns "Buyer" and "Seller"
shall be construed in the singular or p!ural as the context may require
or admit and shall be further construed to include the agents of the
Buyer and Seller.
(0) No Recording: Neither this Agreement. nor any notice of it, shall be
recorded in any public rewrds
(p) Typewritten or Handwrittell.Provisions: Typewritten or handwritten
provisions, either as additional terms and conditions or alterations to
existing terms and conditions, shall control all printed provisions in
conflict with them.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be
executed on the dates accompanied by their respective executions.
Page I.l of 1 (,
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Jan-25-02 9:32AMj
[THIS PORT10N INTENTIONALLV LEFT BLANK.j
(Signatures next pagc..j
I' a ~c 14 of 16
Page 15/18
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Jan-25-02 9:32AM;
CITY 0 F WINTER SPRINGS, a
Florida municipal
corporation, Buyer
RlCHARD H. PARKER, SELLER
BY:./~;) ~ _
RONALD W_ MCLEMORE
CITY MANAGER
I/J-).r;;..- 01
Date:
Date:
BETENA L. PAR.K.ER, SELLER
Date:
Date:
Date:
ED~r!~~R
Date:
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Page 16/18
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Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9596j
Jan-25-02 9:32AMj
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RICHARD H. PARKER, SELLER
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BETENA L. PARKER, SELLER
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Dale:
GLORIA JEANNE PARKER,
SELLER
Date:
.-
fi:D\VARD H. P ARKE.R, SELLER
Date:
CITY OF WrNTF.R SPRINGS. a
Florida municipal
corporation, Buyer
By:
RONALD W. MCLEMOHE
CITY MANAGER
Dale:
Page 15 of J6
Page 17/18
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. .
'Sent By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9596;
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~R~. SELLER
Date: /61 - 2:;- -- ~f.X) /
Jan-25-02 9:32AM;
"ESCROW AGENT"
"!:!-
The undersigned hereby acknowledges the receipr of the sum ufS .5'0107J(J, as
the Escrowed Funds referred to in this Agreement and hereby agrees to hold and disburse
such Escrowed Funds in accordance with the terms hereof
T("'II- I 'lC' """'Inn ""'I no ~ -,-;0
BROWN. WARD. SALZMAN & WEISS, P.A.
By: ~
~--.
Anthony A. G;uglluese. Esq.
P.lg.:; 16 of 16
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Page 18118
P 1R
PURCHASE AND SALE AGREEMENT
y 1
~L
THIS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is
entered into by and between CITY OF WINTER SPRINGS, a Florida municipal
corporation, whose address is 1126 North State Road 434, Winter Springs, Fl 32708,
(hereinafter "Buyer"), and RICHARD H. PARKER, SR. and BETENA L. PARKER,
Trustees or their successors in Trust under the Richard H. Parker, Sr. and Betena L.
Parker Charitable Remainder Unitrust dated May 24, 2001; GLORIA JEANNE
PARKER and PATRICIA J. PARKER, as Co-Trustees of the Gloria Jeanne Parker
Revocable Trust cl'eated under agreement dated October 19,1990; and EDWARD H.
PARKER and SUE S. PARI(ER, Co-Trustees under that unrecorded Revocable Trust
Agreement entitled EdwaI'd H. Parker Revocable Trust dated January 27,1988 whose
address is c/o Stephen H. Price, Esq., 1420 Edgewater Drive, Orlando, FL 32804,
(hereinafter" Seller").
WITNESSETH:
WHEREAS, Seller is the owner of an approximate 27.3 acre parcel of real property
adjacent to Central Winds Park (hereinafter "Property") situate and being in the City of
Winter Springs, Seminole County, Florida, and legally described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
, t.":!!'.
WHEREAS, Buyer desires to purchase the Property from Seller as approved by a
majority of the registered voters of the City of Winter Springs voting at the referendum
election scheduled on September 4, 200 I; and
WHEREAS Seller has agreed to accept a cash sum that is less than the Fair Market
Value, as stated herein, with the express understanding that the difference in the cash sum
paid by the Buyer and the Purchase Price stated herein shall be deemed a gift and otherwise
treated as a charitable contribution in accordance with federal law and all applicable Internal
Revenue Service provisions.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements herein contained, and in consideration of the sums to be deposited
or paid as contemplated by this Agreement, Seller agrees to sell and Buyer agrees to buy the
Property upon the following terms and conditions:
1. PROPERTY AND APPURTENANCES: The Property, as more particularly
described herein above, is vacant. The Property will be sold to Buyer by Seller together with
all tenements, hereditaments and appurtenances thereunto belonging, all of which shall be
Page 1 of 16
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deemed part and parcel of the Property. Prior to closing, Seller shall remove or have
removed all personal property located on the Property including, but not limited to, any
debris, construction materials, junk, vehicles, trailers, boats, or other items abandoned or not
permanently affixed to the ground.
To the e)..1ent the same exist on the Effective Date and are transferable and without
any representation or warranty express or implied, the Property shall be deemed to include all
licenses, permits, orders, authorizations and other governmental permissions of all
governmental authorities having jurisdiction thereof(whether federal, state or local) owned or
held by Seller which appertain or relate to the Propelty and which are transferable or
assignable.
2. PURCHASE PRICE AND METHOD OF PA Y1\1ENT~ CHARITABLE
CONTRIBUTION:
The purchase price of the Property (hereinafter "Purchase Price") shall be determined
by an appraisal, certified by a member of the American Appraisal Institute. The expense of
the appraisal shall be paid by the Seller. The Seller shall notify the Buyer of the final
appraised value within ten (10) days of receipt of the appraisal. Once determined, the
Purchase Price shall be payable as follows:
(a) Deposit (hereinafter "Deposit") in the amount of Fifty Thousand and no/100
($50,000.00) Dollars shall be paid upon the execution hereof by Buyer, to be
held in escrow by BROWN, WARD, SALZMAN & WEISS, P.A.
(hereinafter "Escrow Agent'T... ....- .... ..
(b) The cash portion of the Purchase Price paid by Buyer shall be the amount of
Two Million Nine Hundred Thousand ($2,900,000.00) shall be paid in cash,
cashier's check, attorney's trust check drawn on a reputable financial
institutipn, or by wire transfer through the Federal Reserve System, at closing
as hereinafter defined.
(c) The remaining balance of the Purchase Price, as determined by the appraisal,
shall be reflected as a charitable contribution to Buyer. Buyer will execute
Internal Revenue Service Form 8283, (Noncash Charitable Contributions) to
acknowledge, as donee, the receipt of donated property and will otherwise
execute and confirm such other documents as may be reasonably required by
Seller to ratify and confirm the charitable nature of any portion of the
transaction. Buyer shall not be liable for or otherwise obligated to pay to
Seller, in cash, any portion of those amounts designated as a charitable
contribution.
Page 2 of 16
3. FINANCING: The citizens of Winter Springs have approved, by majority vote,
the purchase by referendum at the September 4,2001 special election scheduled in Seminole
County, Florida and the subsequent funding of the Limited Ad Valorem Tax Bonds as set
forth in Resolution No. 2001-30 attached hereto as Exhibit "B" and fully incorporated herein
by this reference. Buyer therefore, waives financing as a contingency to this contract and the
ultimate purchase of the subject property.
4. FEASIBILITY DETERMINATION PERIOD: Buyer shall have until
December 31, 2001 to determine the feasibility of Buyer's purchase of the Property,
("Feasibility Determination Period"). During the Feasibility Determination Period, Buyer may
undertake, at Buyer's expense, such physical inspections, tests and other investigations as
may be deemed necessary by the Buyer in order for Buyer to evaluate the feasibility of the
Buyer's purchase of the Property. Such investigations to include an Environmental Audit up
to Level II if Buyer determines it necessary after having received the results of a Level 1
Environment Audit. For purposes of undertaking physical inspections, tests or investigations
of the Property, Seller hereby grants to Buyer, their agents, and professionals engaged by
Buyer, the right to enter upon the Property and any part thereof during the Feasibility
Determination Period. Said right of entry is conditioned upon (a) the Buyer giving Seller
reasonable notice, and (b) such entry being during normal business hours. The presence on
the Property of such personnel shall only be for the purpose of conducting such inspections,
tests or investigations, and no other personal activity shall be permitted.
Any alte.ra.tioos.0c cb~I1gesJ.9._ tbeYr9p.~rty t.DaLar~_ '! _qirect re~l:ll!. Qf ~p.e_ i!.1.~p~~ti~&.. _ _ ... ._ _ _ _ _ _ _..
testing and investigations will be repaired and replaced by Buyer if a closing does not occur.
To the extent permitt~d bylaw, Buyenhall indemnify Seller agai~st any loss or damage~ tg.
the Property arising out, of or in connection with, any inspection, testing or investigation of
the Property by Buyer, including but not limited to, nonpayment of services rendered to or for
the benefit of Buyer or mechanics' liens or liability for damage to persons or property arising
from any activity permitted hereunder or any change in the existing condition of the Property
by Buyer or its agents, servants, employees, contractors or representatives. This
indemnification and agreement to hold harmless shall survive Closing or termination of this
Contract. Without limiting the generality of the foregoing, but in addition thereto, in the
event this Contract is terminated under circumstances which entitle Buyer to return of its
Deposit (or any portion thereof or any other monies delivered by Buyer to Seller) prior to
return of such Deposit (or any portion thereof or any other monies delivered by Buyer to
Seller), Buyer shall furnish proof reasonably acceptable to Seller (in the form of affidavits, lien
waivers or releases, paid invoices and the like) that the Property has been returned to the
condition in which they were prior to Buyer's inspections and that all Buyer's agents, servants,
employees, contractors and representatives who have entered upon the Property for the
purpose of inspection, tests or otherwise have been paid in full so that a lien could not be
validly filed against the Property. The foregoing is not intended to apply to matters created
by or resulting from acts by Seller or their agents, servants, employees, contractors and
representatives. The provisions of this numbered paragraph 4 shall survive any termination of
Page 3 of 16
this Contract. The Buyer's indemnification of the Seller will not include any loss or damage
due to pre-existing conditions, problems or deficiencies of the Property that are discovered
through the inspection, testing and investigation authorized herein.
If, after reviewing the results or reports from any of the tests or inspections described
in this paragraph the Buyer determines, in its sole discretion, that it is not feasible to purchase
the Property, then Buyer may terminate this Agreement and obtain a refund of the Deposit
(together with any interest earned thereon), the total of which shall forthwith be paid to Buyer
and the parties shall have no further liability hereunder. This provision sha1l not affect any
other rights of the Buyer under this Agreement including, but not limited to the right to
inspect the title of the Property. If Buyer fails to notifY Seller in writing of Buyer's election to
terminate this Agreement on or before the expiration of the Feasibility Period, Buyer sha1l be
deemed to have elected to accept the Property in its then existing condition and will have
waived a1l other contingencies in this Agreement with the sole exception of Paragraph 5.
Buyer hereby unconditionally, irrevocably and absolutely assigns to Seller a1l of
Buyer's rights with respect to any governmental permits or approvals related to the Property,
which assignment shall become nu1l and void and of no further force or effect upon closing,
but sha1l otherwise remain effective and survive any termination of this Contract. In the event
closing fails to occur for any reason whatsoever, Buyer agrees, promptly on request, to turn
over to Se1ler copies of all investigations performed in connection with the Property by or on
behalf of Buyer, including any survey(s) as set forth in Paragraph 7, and to return to Seller a1l
materials and information furnished by Seller to Buyer in connection with the transaction
contemplated by this Contract;. a1l. ",vitho.lit . charge,. ..cost" or exper'lse. to.Se1ler, . and: the
provisions of this paragraph shall survive any termination of this Contract.
5. TITLE EVIDENCE: At least thirty (30) days before expiration of the Feasibility
Determination Period, Seller, at Seller's expense, shall obtain a Title Insurance Commitment
(hereinafter "Commitment") issued by Attorney's Title Insurance Fund (hereinafter
"Company") with the fee owner's title insurance policy premium to be paid by Se1ler. The
Commitment shall commit the Company to issue to Buyer, upon recording of the deed
conveying title to the Property to Buyer, a fee owner's policy of title insurance, (ALTA
Owner's Policy 10-17-92, Florida Modified), in the amount of the Purchase Price of the
Property, subject only to those exceptions reasonably acceptable to Buyer's Counsel and the
so ca1led standard exceptions contained in the standard AL T A Form of owner's title insurance
commitment. The Commitment shall provide that the applicable standard exceptions will be
deleted by the Company upon the furnishing of an ownership and lien affidavit in form
required by Company (and Seller agrees to furnish such Affidavit as part of the Closing).
Buyer shall have fifteen (15) days from the date of their receipt of the Commitment to
examine the same and to notifY Seller in writing specifYing any defects or reasonable
objections to Seller's title. Seller shall reply within ten (10) days after actual receipt of Buyer's
written title objections, if any, stating which objections Seller will cure at or prior to Closing
and those which Seller will not cure In the event Seller elects to attempt to cure the defect,
Page 4 of 16
Seller shall have no liability or obligation in the event Seller is unsuccessful in curing same.
Moreover, Seller shall in no event be required to expend any money or institute any legal
proceedings in connection with the curing of any title defects. In the event Seller does not
cure the defect or Seller notifies Buyer in writing that the defect will not be cured, Buyer may,
within fifteen (15) days after the receipt of such notice from Seller: (1) accept title in its then
existing condition without reduction of the Purchase Price or cash to close or (2) terminate
this Contract and receive return of its Deposit. If Buyer fails to notify Seller of Buyer's
election within said fifteen (15) day time period, Buyer shall be deemed to have elected to
accept title in its then existing condition without reduction of the Purchase Price or cash to
close as provided in this paragraph.
6. RESTRICTIONS, EASEMENTS, AND LrMITA TrONS: The Buyer shall
take title subject to: zoning, restrictions, prohibitions and other requirements imposed by
governmental authority, restrictions and matters appearing on the plat or otherwise common
to the subdivision, public utility easements of record, taxes for the year of closing and
subsequent years.
7. SURVEY: Buyer, at Buyer's expense, within the Feasibility Determination
Period, may have the Property surveyed and certified by a registered Florida surveyor. If
survey shows encroachment on the Property or that improvements located on the Property
encroach on set back lines, easements, lands of others or violate any restrictions, covenants or
applicable government regulation, the same shall constitute a title defect. Buyer shall address
such title defect, if any, in. t~e same_man!l.er as ()ther t~tle ~<::fect.~ass_et rorth inparaw~ph ~.
above. The parties agree that Buyer may substitute the surveyed legal description of the
Property for the legal description contained o~ Exhibit "A" for closing purposes.
,". "." .. .... ...,..,. . 1 ".!' , ,':, ,(.:..l,,'\,-,- .. .... - -.... - ... . .
8. APPRAISAL: Buyer, at Buyer's expense, within the Feasibility Determination
Period, may have the Property appraised by a certified registered Florida appraiser. If said
appraisal does not value the Property for at least the cash portion of the Purchase Price
($2,950,000.00), then Buyer may terminate this Agreement by notifying Seller in writing on
or before the expiration of the Feasibility Determination Period and, as long as Buyer does so,
obtain a refund of the Deposit (together with any interest earned thereon), the total of which
shall be forthwith paid to Buyer and the parties shall have no further liability hereunder.
9. SELLER REPRESENTA TIONS: Seller hereby represents to Buyer based
on Seller's actual knowledge, without investigation:
(a) That Seller has good, marketable, and indefeasible title to, and is in possession
of, the Property, free and clear of all liens, security interests and
encumbrances, excluding only those (i) which may be satisfied or released at
Closing, (ii) to which the Buyer's title shall be subject as otherwise provided in
this Agreement, (iii) liens for taxes not yet due and payable, and (iv)
statutory liens not yet delinquent.
Pnge50f 16
(b) That there is no condemnation, eminent domain, zoning, or other land use
proceeding instituted, or pending on the Property.
(c) That there is ingress and egress to the Property sufficient for its current
use.
(d) That there is no litigation or proceeding pending or threatened against or
relating to the Property arising by, through or under Seller, and SeIler does
not know of any basis for such action nor are there any special assessments
of any nature with respect to the Property or any portion thereof, nor has
Seller received any notice of any special assessment being contemplated.
(e) . That Seller has full power and authority to enter into and perform this
Agreement in accordance with its terms, and the completion of this
transaction will not violate any law, regulation or agreement affecting
SeHer.
(f) That there are no: (i) pending litigation or disputes involving the location
of the boundaries of any part of the Property; and/or (ii) physical
interruptions or obstructions to physical access to any part of the Property.
(g)
That there is no hazardous waste. located .on or buried beneath the
Property. The term "hazardous waste" shall have the meaning ascribed by
Florida and Feder~llaw.~-. --. _.."-;_..~ '.'-."i~"."~'.... . ... ...'-' ..,-
Paragraph 9 shaH survive the closing.
10. POSSESSION: SeIler shall deliver possession of the Property to Buyer at the
time of Closing.
11. CLOSING:
(a) Closing Date: The closing of this Agreement, and the transfer of title and
possession of the Property, shall occur on or before February 8. 2002,
(hereinafter "Closing Date"), unless otherwise extended by the terms herein.
Closing shall be held in the county where the Property is located at the office
of the attorney or other closing agent designated by SeIler. At Buyer's
discretion, Buyer may extend the Closing up to twenty (20) days by providing
three (3) days advance written notice to Seller
(b) Conveyance: Seller shall convey to Buyer marketable title to the Property by
Statutory Warranty Deed; and transfer of licenses, permits, orders,
authorizations and other governmental permissions by Assignment to the
extent transferable without any warranties or representations e~press or
Page 6 of 16
implied.
(c) Documents For Closing: Seller shall furnish the Closing Documents including,
but not limited to, the Deed, Bill of Sale, Assignments, Ownership and Lien
Affidavit, Certificate of Non-Foreign Status, satisfaction and release ofliens
or mortgages, and Closing Statement.
(d) Allocation of Expenses: Seller shall provide and pay the premium for the
owner's AL T A Owner's Policy 10-17-92 (Florida Modified) Title Insurance
Policy, charges for related title services including but not limited to title or
abstract charge, title examination, and settlement and closing fee, the cost of
recording corrective instruments and Florida Documentary Stamps to be
affixed to the Deed. Buyer sha1l pay documentary stamps and intangible tax
on any mortgage, mortgagee title insurance commitment with related fees,
recording of mortgage and any financing statements. Buyer sha1l pay the cost
of recording the Deed. Each party shall pay their respective attorney's fees
( e) Prorations: Real property taxes, special assessments and ad valorem taxes for
the year of closing and any other pro-ratable items shall be prorated as of the
Closing Date with due allowance made for maximum a1lowable discount. All
real property taxes, special assessments and ad valorem taxes for prior years
sha1l be paid by Seller..
(f) FIRPT A Acknowledgment.,. AtClo~!ng,..tb.~._S~I.l.~r..:~.h.aJL~~~f.gt~_<}'!:l,C:i. g~.liy~[_ ___.
to Buyer two (2) original counterparts of the Certification of Non-Foreign
Status in form reasonably satisfactory to Buyer. In the event (a) Se1ler does
not so execute and deliver to Buyer such Certification of Non-Foreign Status,
or (b) such Certification of Non-Foreign Status is not fully and properly
completed and executed as ofthe Closing Date, or (c) Buyer is not entitled to
rely upon such Certification, then, in any of such events, Buyer sha1l withhold
ten percent (10%) of the Purchase Price and pay the withheld amount to the
Internal Revenue Service pursuant to Internal Revenue Code Section 1445.
Any amount thus withheld by Buyers sha1l be deemed to have been paid by
Buyer in cash at Closing as part of Buyer's obligation to pay the Purchase
Price hereunder.
(g) Ownership and Lien Affidavit: Se1ler shall furnish to Buyer at the time of
closing an affidavit attesting to the absence, unless otherwise provided for
herein, of any Notices to Owner or Claims of Lien ofpotentiallienors known
to Seller and further attesting to the unquestioned ownership by Seller of the
Property and further attesting that there have been no improvements to the
Property for 90 days immediately preceding the Closing Date for which
payment has not been made in full, or for which payment has not been secured
or provided for, all in form acceptable to Se1ler, Buyer and Company. If
Page 7 of 16
Property has been improved or repaired within 90 days at the request of and
authorization by Seller immediately preceding the Closing Date, Seller shall
deliver releases or waivers of construction liens executed by all general
contractors, subcontractors, suppliers, and materialmen in addition to Seller's
lien affidavit setting forth the names of all such general contractors,
subcontractors, suppliers and materialmen and further affirming that all
charges for improvements or repairs which could serve as a basis for a
construction lien or a claim for damages have been paid or will be paid at
closing of this Agreement.
(h) Proceeds of Sale and Closing Procedure: Upon clearance offunds, the deed
of conveyance and other closing documents (hereinafter "Closing
Documents"), each duly executed, shall be delivered to the authorized agent
of Company at closing. Following examination by the agent of the public
records of Seminole County, Florida, from the effective date of the
Commitment up to Closing Date (hereinafter "Gap Period") and delivery to
Buyer of the Commitment marked in order to show compliance with all
conditions of Closing and marked to insure the Gap Period all of which shall
occur on or before closing, the net sales proceeds shall be promptly disbursed
to Seller by Company or the authorized agent of Company at closing.
(i) Further Acts. etc.: At the closing and up to thirty (30) days thereafter, Seller
and Buyer agree to execute and deliver such other and further instruments and
to take such further.actis,ms.as.either .ofthem.or theiLcolillsel may reasonab~_ _ __ _ _ ___ _.
request of the other in order to fully implement the terms of this Agreement
and the closing thereof as long as said request is consistent with the respective
obligations of the parties as set forth in this Agreement. This paragraph shall
survive the closing.
12. DEFAULTS:
(a) Notice of Default: No default as to any provision of this Agreement
shall be claimed or charged by either party hereto against the other until notice thereof
has been given to the defaulting party in writing, and such default remains uncured for
a period of five (5) days after the defaulting party's receipt of such notice.
Notwithstanding the above, the Closing Date shall not be changed, delayed,
postponed or extended by this requirement for notice of default.
(b) Default by Buyer: If Buyer defaults on its obligations to purchase
under this Agreement, without fault on the part of the Seller, Seller may terminate this
Agreement and as Seller's remedy for default, the Deposit paid to the Escrow Agent,
shall be paid over by Escrow Agent to Seller and retained by Seller as its liquidated
damages in full and final settlement of all claims Seller may have against Buyer for
breach of this Agreement. In the event that Buyer defaults, Buyer shall jpin.with
Page 8 of 16
Seller in any written request made by Seller to the Escrow Agent for payment to
Seller of the Deposit.
(c) Default by Seller: If Seller defaults on its obligation to sell under this
Agreement, without fault on the part of the Buyer, Buyer may terminate this
Agreement and retain the Deposit. Further, Seller shall reimburse Buyer for all actual
costs and expenses incurred by Buyer in preparing for closing including, but not
limited to, costs associated with the Feasibility Determination Period, survey costs,
title inspection and commitment costs and appraisal fees, as its liquidated damages in
full and final settlement of all claims Buyer may have against Seller for breach of this
Agreement. In the event that Seller defaults, Seller shall join with Buyer in any
written request made by Buyer to the Escrow Agent for payment to Buyer of the
Deposit. Alternatively, Buyer may seek specific performance against Seller.
(d) Application of Deposit Up-on Default: In the event of a dispute
between Buyer and Seller with regard to whether or not a default has occurred by
either party, or to whom the Deposit, together with any interest thereon should be
transmitted, the Escrow Agent shall have the rights accorded it hereunder, including
the right to interplead the Deposit, together with any interest thereon, into the registry
of the Clerk of the Circuit Court of Seminole County, Florida.
13. BROKER'S COMMISSION: Each party hereto represents and warrants
unto the other party hereto that there are no brokers, real estate sales persons or agent
involved with respect to the transaction contemplated herein and that there are no fees, or
commissions due as a result of their respective execution of this Agreement or which will be
due as a result of the closing as contemplated hereby by virtue of their respective acts,
inactions, conduct or otherwise. Each party hereto does hereby agree to indemnifY and hold
the other harmless from any breach of their respective representations and warranties as set
forth in this Paragraph. The provisions of this Paragraph shall survive the Closing.
14. TIME OF THE ESSENCE: Time, and timely performance, is of the essence
of this Agreement and of the covenants and provisions hereunder.
15. TI1\1E: Time periods herein of less than 6 days shall in the computation
exclude Saturdays, Sundays and state or national legal holidays, and any time period provided
for herein which shall end on Saturday, Sunday or a legal holiday shall extend to 5:00 p.m. of
the next business day.
16. EFFECTIVE DATE AND TIME FOR ACCEPTANCE: The date of this
Agreement ("Effective Date") shall be that date upon which the last one of the Buyer and
Seller has signed this Agreement.
Page 9 of 16
17. ASSIGNMENT:
prior written consent of Seller.
This Agreement may not be assigned except upon the
18. ESCROW AGENT: BROWN, WARD, SALZMAN & WEISS, P.A, (the
"Escrow Agent"), the recipient of the Deposit hereunder, is authorized and agrees by
acceptance thereof to hold the same in escrow and to disburse it at closing in accordance with
the terms and conditions of this Agreement. In the event it is in doubt as to its duties or
liabilities under the provisions of this Agreement, the Escrow Agent may in its sole discretion,
continue to hold the monies which are the subject of the escrow until the parties mutually
agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction
shall determine the rights of the parties thereto, or it may deposit all the monies then held
pursuant to this contract with the Clerk of the Circuit Court of Seminole, Florida, or such
other court havingjurisdiction of the dispute, and upon notifying all parties concerned of such
action, all liability on the part of the Escrow Agent shall fully cease and terminate, except to
the extent of accounting for any monies theretofore delivered out of escrow. In the event of
any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of
acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
interpleads the subject matter of the escrow, the Escrow Agent shall be entitled to recover a
reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as
court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not
be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies
subject to its Escrow, unless such misdelivery be due and willful breach of this contract or
gross negligence on the part of the Escrow Agent.
19. ACCESS: Buyer reaffirms and ratifies that previous access agreement with
Sellers as more specifically set forth in the previous correspondence from Buyer dated May
20, 1993 wherein the Buyer agreed to provide Seller with access to the property in the
immediate vicinity of the existing crossing at Central Winds Park pending the receipt of
formal development plans. Nothing herein shall constitute a waiver or relinquishment by
SeIler of its access agreement with Buyer. Furthermore, nothing herein shall limit or
otherwise restrict Seller from negotiating alternate access agreements or from settling that
certain litigation entitled Leffler Company etc.. at al v. CSX Transportation, Inc., Case
Number: 97-1293-CA-16-E in the Circuit Court of Seminole County, Florida. Buyer agrees
to cooperate fully with Seller as may be reasonably required to secure alternate access points,
for ingress and egress, for the property.
Seller agrees to provide Buyer with all pertinent documents concerning the access
points, and the litigation arising thereunder, during the Feasibility Determination Period set
forth in Paragraph 4. Seller also agrees to assign to Buyer at closing, any right, title interest
or claim to the access points and agrees to cooperate or otherwise assist Buyer with the
negotiation and selection of the access agreements. Although Buyer shall be given the right
to select its preferences for the physical location of the access points, Buyer shall have no
authority to act as Sellers' agent or to bind Seller prior to closing.
Page 10 of 16
20. MISCELLANEOUS:
(a) Radon Gas: Pursuant to Fla. Stat. Sec. 404.056(8), Radon is a
naturally occurring radioactive gas that when it has accumulated in a
building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in building in Florida.
(b) Binding Effect: Successors and Assigns: This Agreement shall be
binding upon and inure to the benefit of Seller, Buyer and their
permitted successors and assigns, if any.
(c) Captions: The captions for each paragraph or sub-paragraph of this
Agreement are for convenience and reference only and in no way
define, describe, extend, or limit the scope or intent of this Agreement,
or the intent of any provision hereof.
(d) Severability: If any provision of this Agreement, the deletion of
which would not materially adversely affect the material benefits
receivable by any party hereunder or substantially increase the burden
of any party hereto, shall be held to be invalid or unenforceable to any
extent, the same shall not affect in any respect whatsoever the validity
or enforceability of the remainder of this Agreement.
(e) Execution of Documents: Each pal1y hereto covenants and agrees
that they will at any time and from time to time do such acts and
execute, acknowledge and deliver such documents, including
corrective instruments, reasonably requested by the Company, the
parties hereto, or their counsel, necessary to carry out fully and
effectuate the purchase and sale herein contemplated and to convey
good, marketable and insurable title to the Property and all parts
thereof as long as the request is consistent with the respective
obligations of the parties as set forth in this Agreement.
(f) Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be, and shall be taken to be, an
original, and all collectively deemed one instrument.
(g) Facsimile: Telephonically transmitted facsimile copies of this
Agreement, and any signatures thereon, shall be considered for all
purposes as originals.
(h) Litigation and Attorney's Fees: In the event it shall be necessary for
either Pal1y to this Agreement to bring suit to enforce any proVision
Page 11 of 16
hereof (before or after Closing) or for damages on account of any
breach of this Agreement, the prevailing party shall, to the extent
permitted by law, be entitled to recover from the other, in ~ddition to
any damages or other relief granted as a result of such litigation, all
costs and expenses of such litigation and reasonable attorney's fees
(including attorney's fees and costs of appeals) as fixed by a court of
competent jurisdiction.
(i) Entire Agreement: Amendments: This Agreement contains the entire
and sole understanding between the parties hereto relative to the
purchase and sale of the Property and it may only be amended or
modified by an agreement in writing executed by Buyer and Seller
with the same formalities as this Agreement.
G) Notices: All notices and correspondence shall be sent or delivered by
registered or certified mail to the pal1ies hereto, return receipt
requested, with copies forwarded to their respective attorneys, at the
addresses set forth below or at such other addresses as the parties
hereto shall designate to each other in writing:
(i)
if to Seller, to: Richard Parker and Gloria Jeanne Parker and
Edward H. Parker
C/o Stephen H.. Price, Esq.
--141G Edgewater Drive
Orlanao,--F'L 32804 -. __u - --
Telephone: 407-843-3300
Facsimile: 407-843-6300
(ii) if to Buyer, to: Mr. Ronald W. McLemore, City Manager
City of Winter Springs
1126 East S. R. 434
Winter Springs, FL 32708
with copies to: Anthony A. Garganese, Esq., City Attorney
Brown, Ward, Salzman & Weiss, P.A.
POBox 2873
Orlando, FL 32802-2873
Telephone: 407-426-9566
Facsimile: 407-425-9596
Any notice or demand so given, delivered or made by United States
Mail shall be deemed so given, delivered or made three (3) days after
the same is deposited in the United State mail registered or certified,
return receipt requested, addressed as above provided, with postage
Page 12 of 16
thereon prepaid. Any such notice, demand or document not given,
delivered or made by registered or certified mail as aforesaid shall be
deemed to be given, delivered or made upon receipt of the same by
the party to whom the same is to be given, delivered or made.
(k) Interpretation: This Agreement has been submitted to the scrutiny of
each party hereto and each party has had opportunity to have it
reviewed by legal counsel. This Agreement shall be given fair and
reasonable interpretation in accordance with the words used herein
without consideration or weight being given to its having been drafted
by either party hereto or their respective counsel.
(I) Applicable Law: This Agreement is to be construed according to the
laws of the State of Florida.
(m) Non-Waiver: No covenant, term, or condition, (or the breach
thereof), shall be deemed waived, except by written consent of the
party against whom the waiver is claimed. A waiver of any covenant,
term, or condition (or breach thereof) shall not be deemed to be a
waiver of any other covenant, term or condition (or breach thereof).
(n) Terminology: Whenever used herein, the terms "Buyer" and" Seller"
shall be construed in the singular or plural as the context may require
or admit and shall be further construed to include the agents of the
Buyer and Seller.
(0) No Recording: Neither this Agreement, nor any notice of it, shall be
recorded in any public records.
(p) Typewritten or Handwritten Provisions: Typewritten or handwritten
provisions, either as additional terms and conditions or alterations to
existing terms and conditions, shall control all printed provisions in
conflict with them.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be
executed on the dates accompanied by their respective executions.
Page 13 of 16
[THIS PORTION INTENTIONALLY LEFT BLANK.]
[Signatures ne.xt page.]
Page 14 of 16
RICHARD H. PARKER, SELLER
Date:
BETENA L. PARKER, SELLER
Date:
Date:
Date:
ED~~ts~R
Date: J 0 J J-.r ) :< tJ d J
Page 15 of 16
CITY OF WINTER SPRINGS, a
Florida municipal
corporation, Buyer
By: jJ~iJ ~
I
RONALD \'1. MCLEMORE
CITY MANAGER
Date: / tJ - ~ ?- - 0 I
~ Ai 10
./ ~ · l~ /d.G) cv~
lUCHARD H. PARKER, SELLER
Date: )() - jCj - 0 /
.~J. ~jl'L /
BETENA L. PARKER, SELLER
Date: ) [) - I 9 - /) .I
Date:
GLOlUA JEANNE PARKER,
SELLER
Date:
EDW ARD H. PARKER, SELLER
Date:
CITY OF WINTER SPRING.S, a
Florida municipal
corporation, Buyer
By:
RONALD W. MCLEMORE
CITY MANAGER
Date:
Page 15 of 16
~~
S E S. PA . R, SELLER
Date: /tJ - e?5" - .;(00 /
"ESCROW' AGENT"
cU
The undersigned hereby acknowledges the receipt of the sum of$ SO; OFO /-as
the Escrowed Funds referred to in this Agreement and hereby agrees to hold and disburse
such Escrowed Funds in accordance with the terms hereof
BROWN, WARD, SALZMAN & WEISS, P.A.
BY~
Anthony A. Gal"ganese, Esq. -.
Page 16 of 16