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HomeMy WebLinkAbout2000 11 27 Regular I Lewis and Juanita D. Blumberg Agreement COMMISSION AGENDA ITI~M I Consent Informational Public Hearin2s Re2ular X November 27. 2000 Meeting --EM~ Mgr. / Authorization <<Y't '14.v Attorney. REQUEST: City Manager requests the Commission approve an agreement between Lewis & Juanita D. Blumberg and the City of Winter Springs relative to the Town Center. PURPOSE: The purpose of this Agenda item is to adopt an agreement between Lewis & Juanita D. Blumberg and the City regarding the Town Center. CONSIDERATIONS: · The City has negotiated a contract, option agreement, right of first refusal agreement and easement agreement with Mr. & Mrs. Blumberg to purchase, reserve with easements, and/or option certain properties necessary for development of the Town Center. · The JDC Calhoun Inc. contract is contingent upon the City promptly commencing and completing the design" engineering and permitting of Hickory Grove Park North/South Extension Street on Ole before August 8, 2001. · The State's closing for West Hickory Park (1.669 ac) and East Hickory Grove Park (2.856 ac) and the Hickory Park Boulevard medians is contingent upon a binding easement agreement providing connectivity between Parcels 4 and 5 as depicted on Exhibit 3. · The contract contains the following contingencies: The acquisition by the state for West Hickory Grove Park (1.669 ac) and East Hickory Grove Park (2.856 ac). The City obtaining requisite permits from Federal, State and Local agencies to construct Hickory Park Boulevard. November 27,2000 Regular Agenda Item I Page 2 Seller executing a bin,ding two (2) year option agreement to acquire a sixty (60) foot right of way connecting Hickory Park Boulevard to 2nd Street. Seller conveying a thirty (30) foot easement connecting East Hickory Grove Park to West Hickory Grove Park. Seller granting a right of ftrst refusal to purchase real property know as the Blumberg residence including 1.68 acres. . The terms of the conb:act are as follows: · The purchase price for acquisition of Hickory Grove Park Boulevard and Hickory Grove Park North/South Extension to 2nd Street is $142,000.00. The deposit amount is $14,200.00 and the amount due at dosing is $127,800.00. · The cost to secure an option to purchase a sixty (60) foot right of way connecting Hickory Park Boulevard to 2nd Street and a thirty (30) foot easement connecting East Hickory Grove Park to West Hickory Grove Park and a right of fust refusal to purchase the Blumberg home including 1.68 acres is $15,000.00 . Time is of the essence in that the State plans to close on the Hickory Grove Park property December 8, 2000. FUNDING: Funding for the agreement is provided from the 1999 Transportation Impact Fee Fund. RECOMMENDATION: It is recommended that this City Commission adopt the agreement. ATTACHMENTS: A. Contract for :sale and purchase of Hickory Grove Park right of way. B. Contract for ::;ale and purchase of the option agreement and easement. ATTACHMENT A VFS 23900' ':. (~::~FOR~ :~S B::~ APPROV~: BY:E FLORIDA ASSO:ATIO: OF RE!Ai THE:l~; B~R. ~II ~~~ ", 'j";; .."..j *II;'ARTIES: LEWIS BLUMBERG AND-.JUANITA D...-BLUMBERG ("Seller"), (' :1 of (Phone) *3and CITY' ~INTER Sl2R1NGS.,-lLEIORTI)A MIJNTr.TPAT. mRPOEATIDN & ("BuYe(), 4.of(Phone)407-327-595 '7 , 5'hereby agree that Seller shall sell and Buyer shall buy the following described real property and personal property (collectively "Property") pursuant to the terms and conditions of this Contracl 6 for Sale and Purchase and any riders and addenda ("Contracl"): 71. DESCRIPTION: " . Contract for Sale and Pll FLORIDA ASSOCIATION OF REALTORS@ AND chase HE FLORIDA BAR wo (a) Legal description of the Real Properly located In SEMINOLE County, Florida: 10 SEE ADDENDUM "EIOTlLEVARD PR()PF.RTV" (b) Slreet address, city, zip, of the Property Is: (c) Personal Property: 13 14 PURCHASE PRICE: ............................................................................................................................................................................................................ $ ~ ~ PAYMENT: BROWN, WARD, SALZMAN & WEISS, P.A. (a) Deposit held In escrow by. (Escrow Agent) [n the amount of ........................................ (b) Additional escrow deposit to be made to Escrow Agent within _ days after Effective Date (see Paragraph III) In the amount of ..................;........... (c) Subject to AND assumption of existing mortgage In good standing In favor of having an approximate present principal balance of ...................................... $ N'/A (d) New mortgage financing with a Lender (see Paragraph IV) [n the .amount of ........................................ '$ N !l\, (e) Purchase money mortgage and note to Seller (see rider for terms) In the amount of ........................................ $ N I!'. (t) Other: ........................................ $ N fA (g) Balance to close by U.S. cash or LOCALLY DRAWN cashier's or official bank check(s), subject to adjustments or prorations ........................................ $ SEE ~ lO Ill. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: If this offer Is not executed by and de[lvered to all parties OR FACT OF EXECUTION communicated In wrltln~ "c ~/:c" c_ ~ooc;.cooc , the deposll(s) will, at Buyer's option, be returned and this offer withdrawn. For purposes of delivery or notice o' JI....n....i.::.... ..w;::.:o.... :.if~:ii.-:.:. ~iiuwl w.",,: _~U::....I n,- .:.....".:. ..--~; i;'LI ',......,Iu.n.i:uu ;un:".;u... n. ...iinuu;nn" The. rfato nf ~nntr"~t (Gl=ffot"tlva nata") will ha 'ha ciA'a whon 'ha. IAQt nna nf tho RII\laf Ann ~a.llc:u 28 h~~ -;iQ~-'3~~r!h-!~~-U~r~Af~G~i~!!~ ~~;}'-;!-Ih!;~::;h~~~i ~~d ~~y.;!g~~!~~;~.h;r~~~.sh.~i!-b~. ~;s!d~.;ed.fu!"-~!!. p~~o~~~-~~-a~;.r!g!!1.~!~. -- ...- --.- ....-.. ...- ---. -..- ~. ...- --1-' -..- --..-. 16 $ !;RF. ArnFI'ilfIJM $ N!A 20 ;-~~~..A.~~!:ll.l~1 o (a) This Is a cash .transactlon with no 9Ciryir~~@~I~~j~~9.N[ o (b) This Contract Is conditioned on BuYe(~~!alnjOg~!iIJ?~. days Elfter EffectivEI': b~te for (CHECK ONLY ONE' an adjusteble; or 0 € fixed or adjustable rate loan In the principal amolJri!:i::if$.""'" ., IHterest'" " i1~!.~0 exceed/:'~ %, dls or glnallon fees not to exceed _% o! principal amount, and for a term of ~ ye~?s: Buyiif wlll'ma_R~C ~J~ . U~W ale and use reasonable diligence. to obtain e loar commitment and, thereafter, to satisfy terms and condlUons of tlii! c. hi !:ill .." . . .,' enses. If Buyer falls to obtain a commitment or faUs to waive Buyer's rights under this subparagraph within the time for obtaining a:C6mii1iffii~hf 6fi' ',,",,': ms and conditions of the commitment by the closing date, then either party thereafter, by written nollcs" 10 the other, may canceHtlm:e-ilnWt:tstiEifi' ; or o (c) The exlsllng mortgage, described In Paragraph lI(c) above, ha . a Ie Interest rater~. 'Efof _% per annum. At lime of tllle iransfer, some fixee Interest rates are subject to Increase; [I Increased, thll r 0 exceed % per annurn;\;S'eli IImment from each mortgagee stating the principal balance, melhod of payment, Interest rate and status <lge or authorize Buyer or Closing Agent tei 'obTiii' r.fiii'S agreed to assume a mortgage which requires approva 01 Buyer by Ihe mortgagee for a , then Buyer shall promptly obtain the necessary appllcalloft aria" c6mplete ~nd return Itlo the mortgagee. Any mortgagee charge(s). not to exceed $ (1% of amount assumed If left blank), shall be paid by Buyehii not:accepteii.by mortgagee or the requirements for assumpllon are .. not In ce with the terms of this Contract or mortgagee makes a charge In excess 01 the staled i(.. . .Ie(o?:Ej.Jy~r rn~y rescind this Contract by wrlllen notice to the othel '... . . ~t w.t.:, (.II &^..:.....~s-fllel~~agt! ef,ar~8S. .....,:i.,.".:..~,~;.!~:.~:~..'.:... ,\;;~.~::{~~1, :....~~-.:'. .... TITLE EVIDENCE: At leastl!L days before closln\l date, (CHECK ONLY ONE): 0 Seller shall, at S~i!~~~;~~~,~6~~'!a~\~~H8.~~er or Buyer's attorney; or Cl8uyer shall at Buyer's :: .::;;;.:::.:.: .:~:.::;. :~: ::~:~ ~~::..': ~~::;: 0 abstract of title; or ~ title Insurance commitment (wllh legible ci?p.1~l,~r)nst~.ifi.entsl.i~t~.d,~~,exCeptlons attached thereto) end, after closing, an ~:';:'-.-.-;.,:,;',:, ;:..:.::.:;.-,..:;.: ::::.:. :;..:.;.;;.:;;.:..:.. ..~..:/_~.':.,;~{..;.i;:::;:-.~.:~;>,. :~. ~)-.: ,;,,;':~:';~,::'-:\" :~ '::. CLOSING DATE: This transaction shall be closed and the closing documents delivered on S~'~Aaeaf\ahrri:i<::.,: \::ii:::',rfUn'l~ss modified by other provisions of this Contract. RESTRICTIONS; EASEMENTS; LIMITATIONS: BUY'lr shall take title subject to: comprehensive lii'noJ~~:pl!i~~r~6;~iff~\';~~'~tfia\IJWW~'i'ohlbltiOnS and other requlremenls Imposed by ~.. __._~____~_.._. _....L__.L__ ___"_'_0'___ __.....l __....___ ______1__ __ ..1-_ _1_. __ _&L.__..I__ ______._ Il..._ ___L.-J'..I:::.I:.:-::::~'~l~;.,i:~::c.:lL'.....:!-~li ~'il:;';::,",.....':1...:I':..:,~~'~, _1_1....._ _. _~___...l...IU..._.... _'_LA _, ~_._.. _..LII_ ." :1::.:,""" ....... '...... -:..... ':' "/1 . ...."';' .......... '... ....:."" ,. .-:._;- -:r"''''-.-' ': '1:1 -:: ., ,- ,..'-:. ...._ ...;' '.... T' .-: ....7..." ""-" :- ..~.... ..._.............. ...';;-~,.1'll':":~7..\t..;~{!:~!~;:i:~.- fi'r.;:,.:::::.-:';";.~';'~l':'r:;-r:_~:~;_~.-: _ -~ _'_ --.-;. ,,-,':";~ ~-::~ '.'_~~:L-~ -:.:~. ~~ ~~~~'~ .._..~._~~~._.. ----~..-~~.-... ~-. ..... .--:--...-....- ~.."':"'.....- n...__~_.. ._..............._....~ "_' ._':'"'. ........_.... ...._.-:- ..."" "'" """... """"",.", '''""''':'''''''.'''-.;'';;;;''''''' ~".,::"",.,;;=;;"",.,,, "';;;;. ''''":,,.'' ...."'_" '" It'j't:H III WIUUI d~ \u tilt: tjlUt: -.. :-:. ._: ;,~I~~A- nth~rwl~~ '~t~-t~rl- hA-rRln)' t~x~~ fnr VRAr nf r:ln~lnn Rnrl ~11h~~n1;Ant ;'AAn~' R~~"mAti mnrtm~ri~JJ~rlrl.]nij~f.'t,k~~~- h;M-~~\i ri)1-rirf~'nA~'~.lf env (if Aoditlonalltems. see addendum': cOr~:;~~-:'. :,~:~~ :~===_:;~= ~,_~,:=,;:;~_:':,:,=;,:~,_:.',~~,~,,~~;~:;Q==:,-~~;'~-~c~_~~; ~_,~~ ~-; :;':~-""c:::~=c,;;':~Q-OOy~ti.q-:'.MiliB:cH:pa~1'~~. ,,-_. - -.. .. .. - - -p~rpo~e(s): ., VIII nr.r.IJPANr.V. ~AII,,, w~rr~n'Q th~t fhArA ~rA nn n~r11~Q In n"""n~n"v nthAr th~n ~AIIAr' hili I! PrnnArtv IQ fiitRi\rlilrl ti\'fi~.:~;;l;t~ri ~;:;:;~~;If;I~ii.hAvnnci r.loQlnn IhA fAct Anci 'ArmQ 'hArAol 54 a~ci tt;; t~~a~t(s) 0; ;~~pant~ ~hallbediscl~sed p~ri~anl to Sta~dird F: Seller shall ciellve~ ~~~upancyot' p~opeHYt~.cBuY~~:kj\lmEl;qi"~I~s!h9.,Uriless otherwlss'"stated herein. [f occupancy 55 Is to be delivered belore closing, Buyer assumes all risks (If loss to Property from date of occupancy, shall be resporislble arid. \lable..for'iT1altiteriance from that date, and shall be deemed te 56 have accepted Property In Its existing condlllon as of time of takl~g occupancy unless otherwise stated herein. ;:'\'.;:J" .::..... ':.;'. ;:. - '.".::'" .:. . 57 IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewrlllen or handwritten provisions, riders and addenda.si;~ii.don!r61:all:pi!~fedpidvlslons of this Contract In connlct with them. 58 X: RIDERS: (CHECK those riders which are applicable AND ere attached to this Contract): .' o COMPREHENSIVE RIDER 0 HOMEOWNERS' ASSN. : ., .' 0 COASTAL CONSTRUCTION CONTROL LINE o CONDOMINIUM 0 "AS IS" ,..,: ,"[lINSULATION o VNFHA . 0 LEAD-BASED PAINT ':. " q . A~~I~NA.BIL!TY: .[HECK _,?NLY, _CJ~L~~: !'~~~ 9 may assign and thereby be released from any further lIab11lty under thliFOoniracii b may assign but not be released from lIab11lty 39 DISCLOSURES: .... (a) I'ladon Is a naturally occurring radloactJve gas that when accumulated In a building In sufflclent quentlUes may present health risks to persons who are exposed to It over time. Levels of radon that exceed federal and state guidelines have been fc.und In buildings In F1orlda..AddlllonallnformatJon regarding Radon or Radon tesllng may be obtained from your County Public Health unit. (b) Buyer acknowledges receipt of the Florida Building Energy-Efficiency Rating System Brochure. (c) If the real properly Includes pre-1978 residential housing then a lead-based paint rider Is mandatory. (d) If Seller Is a "foreign person" as defined by the Foreign Investment In Real Property Tax Act, the parties shall comply with that Act. (e) If Buyer will be obligated to be a member of a homeowners' association, BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIATION DISCLOSURE. ,., .iii MAXIMUM RFPAIR r.n!':T!':, !';"IIA' QhAII not hR r""pnMlhlA Inr pAymentQ [n excess 01: (a) $ N/A for treatment and repair under Standard D (If blank, then 2% of the Purchase Price). ;~ (b) $ NM . for repair and r'3placement under Standard N (If blank, then 3% of the Purchase Price). :: :::':. ~r;;;;:;i'::'i.. CLAUSES; ADDENDA: If additional terms are to be provided, allach addendum and CHECK HEREXl. 76 XV. STANDARDS FOR REAL ESTATE TRANSACTIONB: Standards A through W on the reverse side or attached are Incorporated as a part of this Contract. 77 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. 78 . THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR. 79 Approval does nol constitute an opInIon fhaf eny of the ferms end condiflons In thIs Confract should be accepted by the partIes In a particular lransaclion. Terms and condiflons should 80 be negotiated based upon fhe respeclive Inferesfs, objectives and bargaInIng positions of aI/Interested persons. 81 CITY OF WINTER SPRIN~YRIGHT 1998 ,BY THE FLORIDA BAR AND THE FLORIDA ASSOCIATION OF REALTORS' By: (Buyer) . . . . . . . . . I . . . .!-.....!-..L.. ~til!':':':":,:,: ~"""'" . . .,.. , ~~ I 1.1 . . . . . . . I . . , . . . . . . . . . . . . . . . . . . . . . ~qat~:.:. :.:.:.:. . . . . . . . . . (Date) (Seller) LEWIS BLUMBERG Social Set<urlly or Tax 1.0. # 83 (Date) (S~lIer) JUANITA D. BLUMBERG SocIal security or Tax 1.0. # 86 (Buyer) ... ............... ...........-..., .... __n .._.;-; ADDENDUM - BOULEVARD PROPERTY THIS ADDENDUM is attached to that certain Contract For Sale and Purchase ("Contract") of even date herewith in which LEWIS BLUMBERG and JUANITA D. BLUMBERG, his wife, is "Seller", and the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, is "Buyer", as follows: WHEREAS, the parties acknowledge and agree that Buyer proposes and desires to construct a boulevard on the Boulevard Property in order to enhance the development of the Town Center; and WHEREAS, Buyer and Seller currently have an application before the Governor and Cabinet for the State of Florida to acquire two portions of Seller's property for purposes of creating Hickory Grove Park and the acqui sition of said park is a condition precedent to the parties performance under this Agreement; and WHEREAS, Buyer's desire to construct the Boulevard requires Buyer to acquire certain real property owned by Seller, more particularly described hereunder and referred to as the Boulevard Property; and WHEREAS, as part of this transaction, Seller is requesting that Buyer vacate that certain portion of First Street, more particularly described hereunder and referred to as the Vacated Property; and WHEREAS, the parties agree that the mutual covenants, agreements, and monies contained herein constitute good and valuable consideration sufficient to support this Contract for Sale and Purchase. 1. Recitals. The foregoing recitals are hereby deemed to be fully incorporated in this Contract by reference. 2. Condition ]Precedent. Buyer's obligation to close under this Contract shall be subject to the satisfaction of the following conditions precedent enumerated below. In the event anyone of these conditions is not satisfied for any reason whatsoever, then this Contract shall terminate, and Buyer and Seller shall be fully relieved from all further rights and responsibilities under this Contract. A. The complete execution of this Contract by Seller and Buyer and the approval of this Contract by Buyer's City Commission at a public meeting. B. The acquisition by the State of Florida of West Hickory Grove Park (1.669 acres) and East Hickory Grove Park (2.856 acres) as depicted in Exhibit "3." C. No action, suit, proceeding, or official investigation shall have been threatened, announced, or commenced by any person or federal, state or local Page 1 of 7 government authority or agency that seeks to enjoin, assess civil or criminal penalties against, or obtain any judgment, order, or consent decree, with respect to either party hereto, in connection with their respective representations and obligations under this Contract. D. Buyer obtaining, at its sole costs and expense, all permits necessary to construct the Boulevard on the Boulevard Property, including, but not limited to, ifrequired, permits from the City of Winter Springs, Seminole County, St. Johns River Water Management District, United States Army Corps of Engineers, and other governmental authorities having jurisdiction over the proposed Boulevard. E. Prior to or simultaneous with closing, Buyer and Seller executing a binding option Agreement in which Buyer shall have at least a two year option to acquire a sixty (60) foot right-of-way on Seller's property, as generally depicted on Exhibit "3" which is attached hereto and fully incorporated herein by this reference. F. Prior to or simultaneous with the closing, Seller conveying a thirty (30) foot easement which shall be in a form mutually acceptable to Seller and Buyer and connecting East Hickory Grove Park and West Hickory Grove Park, as depicted on Exhibit "3" of this Addendum. G. Prior to or simultaneous with the closing, Seller granting Buyer a right-of-first refusal to purchase the real property depicted on Exhibit "4" which is attached hereto and fully incorporated herein by this reference. 3. Deposit and Purchase Price. In accordance with Paragraph II of the Contract for Sale and Purchase, the Purchase Price shall be $142,000.00. The deposit shall be $14,200.00. The balance to close shall be $127,800.00. 4. Vacant Property. Because the Boulevard Property is vacant land, clauses D and N of the Standards for Real Estate Transactions printed on the Contract are deleted. 5. No Mortl~age. Because Buyer will not be financing the purchase of this Boulevard Property by a purchase money mortgage, Clause B of the Standard for Real Estate Transactions printed on the Contract is deleted. 6. Amendment to Standard Clause A. Clause A Evidence of Title of the Standard for Real Estate Transactions printed on the Contract is hereby amended, in relevant part, as follows: Buyer shall have 30 days from the date of receiving evidence of title to examine it. If title is found defective, Buyer shall within 10 days Page 2 of 7 thereafter notify Seller in writing specifying the defect(s). 7. Inspection and Cooperation. Seller hereby grants to Buyer until the scheduled Closing the right to inspect the Boulevard Property and make a determination, in its sole and absolute discretion, whether the Boulevard Property is suitable for Buyer's purposes ("Inspection Period"). During the Inspection Period, Seller hereby grants to Buyer and its designees the right to inspect the Boulevard Property, at reasonable times and upon reasonable advance notice to Seller, in order to permit Buyer to examine the Boulevard Property and conduct such feasibility and physical examinations as Buyer, at its sole discretion, deems necessary to determine the suitability of the Boulevard Property for Buyer's purposes. During the Inspection Period, Buyer may submit plans or discuss any matters Buyer deems appropriate with governmental authorities and officials having jurisdiction over the Boulevard Property. The inspections by Buyer may include soil tests, environmental assessments, wetlands review, determination of permits, status of zoning, review of development documents pertaining to the Boulevard Property, concurrency criteria and other matters Buyer may deem appropriate. Buyer shall bear all costs and expenses associated with performing its inspection. Buyer shall restore the Boulevard Property to substantially its original condition after the completion of any tests performed on the Boulevard Property. Buyer shall keep Seller informed during the course of the Inspection Period of Buyer's progress and findings. Expiration of the Inspection Period shall constitute actual notice by the Buyer that the Inspection Period has ended, the Boulevard Property bas been accepted, subject to the warranties of Seller and other conditions provided by this Contract, and the Buyer intends to proceed as herein provided. Buyer at any time during the Inspection Period shall have the unconditional right to terminate this Contract, without penalty, for any reason or no reason whatsoever by providing written notice of such termination to Seller, and Buyer shall be refunded its entire deposit whereupon both parties shall be relieved of any further obligations hereunder. 8. Represf,ntations and Warranties of Seller. Seller hereby makes the following representations, warranties and covenants, all of which shall continue after and survive the closing of this transaction: A. Seller now has or will have at the closing, good marketable fee simple title to the Boulevard Property, free and clear of all encumbrances, other than the exceptions stated in section VII of this Contract, and no party except as herein set forth has any rights in, or to acquire, the Boulevard Property. B. There are no suits, actions or proceedings (including any proposed zoning changes or condemnation proceedings) pending or, to the Seller's knowledge, threatened against Seller or affecting the Boulevard Property. C. Seller has received no written or oral notice of any claims, demands, litigation, proceedings or governmental investigations pending or threatened against or rellated to the Boulevard Property, which claim, demand, litigation, proceeding or governmental investigation could result in any judgment, order, decree or Page 3 of 7 settlement which would adversely affect the Boulevard Property. D. Seller has not received any uncured written or oral notice that the Boulevard Property is not in compliance with any federal, state or local statute, ordinance, rule, regulation, requirement or code, including, without limitation, building, fire, health, environmental and safety codes, relating and/or applicable to the ownership, use and operation of the Boulevard Property. E. Seller has full right, power and authority to execute, deliver and perform this Contract without obtaining any consents or approvals from, or the taking of any other actions with respect to, any third parties. This Contract, when executed by and delivered by Seller and Buyer, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. F. Neither the execution of this Contract nor the consummation of the transaction contemplated hereby will constitute a violation of or be conflict with or constitute a default under any term or provision of any agreement, lease or other obligation to which Seller is a party or by which Seller or the Boulevard Property is bound. G. There are no leases, options, purchase agreements, tenancies or land contracts affecting the Boulevard Property or any part thereof. H. To the best of the Sellers' knowledge, Seller represents that there does not exist any hazardous substances, as hereinafter defined, at, on, under or about the Boulevard Property and that Sellers, to the best of Sellers' knowledge, have complied with the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the resource Conservation Recovery Act, the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean Water Act, the Clear Air Act, the Florida Air and Water Pollution Control Act, Chapter 17 of the Florida Administrative Code, any so-called Federal, State or Local "Superfund" or "Superlien Statutes", or any other statute, law, ordinance, code, rule, regulation, order or decree regulating, rellating to or imposing liability (including strict liability) or standards of conduct concerning any hazardous substances (collectively the "Hazardous Substance Lawsll). For purpose of this Contract, the terms Hazardous Substances shall mean and include those elements or compounds which are contained in the list of Hazardous Substances adopted by the United States Environmental Protection Agency and the list of toxic pollutants designated by Congress or the Environmental Protection Agency or under any Hazardous Substance laws. Hazardous Substances shall also include radon gas. Page 4 of 7 All of the representations and warranties made herein are true, correct and complete as of the date hereof and all information supplied to or to be supplied by Seller or its agents, shall be supplemented or corrected as necessary so as to be true, correct and complete in all material respects at closing, as amended. If any representation and warranty set forth above is found by Buyer not to be true on or before the closing date, or if Seller shall not have performed all its covenants to be performed hereunder on or before said date, the closing date may, at Buyer's sole option, be deferred and Seller shall be given five (5) days after notice by Buyer to fulfill its obligation or comply with such warranty. In the event said obligation or warranty cannot be performed or complied with within five (5) days after notice, this Contract shall, at the Buyer's option thereupon be terminated and of no further force and effect, the escrow agent shall thereupon return to the Buyer the funds and documents previously paid or deposited by it, and Buyer shall have any and all remedies, as provided in this Contract. From and after the Closing, Seller agrees to indemnify, defend and hold harmless the Buyer from and against the full amount of all claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs and expenses (including interest, penalties and reasonable attorneys' fees and disbursements) directly or indirectly arising out of, or resulting from the misrepresentation of any of the representations or warranties of Seller made in or pursuant to this Contract or in any exhibit or schedule hereto. Buyer will promptly notify Seller of any claims, action or proceeding for which indemnification will.be sought, including the amount and nature of the claim, and the Seller will have the right, at her expense, to assume the defense thereof. In connection with any such defense, the parties agree to cooperate with each other and to provide each other with access to relevant books and records in their possession. In connection with a claim made under this paragraph, interest shall accumulate from the earlier of (i) the date at which such claim is resolved in favor of the Buyer by agreement of the parties, or the final order of a court, or (ii) the date at which the Buyer incurs an out-of-pocket expense in connection with such claim, at the legal rate. This paragraph shall survive closing. 9. Waivers. No action taken pursuant to this Contract, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. 10. Amendment and Modification. This Contract may not be changed, waived, discharged or terminated except with the written consent of the Buyer and Seller. 11. Notiees. All notices, consents, requests, instructions, approvals and other communications provided for herein shall be validly given in writing and delivered personally, or sent by registered or certified mail, postage prepaid. 12. Headin~:s: Entire Agreement: Governing Law. The headings contained in this Contract are for reference purposes only and shall not affect in any way the meaning or interpretation Page 5 of 7 ofthis Contract. This Contract constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and this Contract may be executed in separate counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. This Contract shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Florida. 13. Savings Clause. The invalidity or unenforceability of any particular provision of this Contract shall not affect the other provisions, and this Contract shall be construed in all respects as if such invalid or unenforceable provision were omitted. 14. Closing :Date: Extension of Closing Date. The Closing Date shall be within sixty (60) days after West and East Hickory Grove Park are acquired by the State of Florida. Buyer shall also have the unilateral a.nd absolute right to exercise one sixty (60) day extension of the Closing Date. Buyer shall exerci~,e the extension by providing at least three (3) days written notice to Seller. Any other extension shall be by mutual agreement of the parties. 15. Place of Closing. Closing shall be at Winter Springs City Hall, 1126 East State Road 434, Winter Spring;), FL 32708 or may be byU.S. Mail or the City Attorney's office at Buyer's option. 16. Legal Description. The parties acknowledge that upon the execution of this Contract the only available legal descriptions of the Boulevard Property and Vacated Property were the legal description of the Boulevard Property on Exhibit "I" and Exhibit "2". Upon execution of this Contract, Buyer may have the Boulevard Property and Vacated Property surveyed or resurveyed by a surveyor duly licensed in Florida. The survey will be by a metes and bounds description and said description shall be incorporated into this Contract as if included herein at the effective date of this Contract. The survey and legal description shall be approved by both parties prior to incorporation into the Contract. Said approval shall not be unreasonably withheld by the parties. 17. Vacated Property. Seller's obligation to close under this Contract shall be subject to the Buyer's City Commission vacating the Vacated Property prior to Closing. Buyer agrees to begin the vacation proceedings upon Seller closing on the acquisition of West Hickory Grove Park and East Hickory Grove: Park and the median strips as depicted in Exhibit "3." The vacation proceedings shall be completed by the closing of the Boulevard Property. In the event the City Commission does not va.cate the Vacated Property, Seller shall, at their option, have the right to terminate this Contract. No provision of this Contract shall be construed as requiring the City Commission to vacate the Vacated Property. Notwithstanding, at a duly held public meeting, the City Commission shall consider approving the vacation of the Vacated Property in good faith under the procedures and requirements of applicable law. 18. Seller Not to Convey. Seller shall not convey any interest in the Boulevard Property after the signing of this Contract without the prior joinder or written consent of the Buyer. Page 6 of 7 19. Attorney's Fees. In the event of litigation arising out of or relating to this Contract, the prevailing party shall, to the extent permitted by law, be entitled to recover alJ its reasonable expenses, incJ!uding attorney's fees, costs, and other expenses reasonably and necessarily incurred, through all administrative, trial, post judgment, and appelJate proceedings. IN WITNESS "'HEREOF, the parties hereto have executed this Contract and Addendum on the date written below their signatures. SELLER: BUYER: CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation: By: LEWIS BLUMBERG PAUL PARTYKA Mayor JUANITA D. BLUMBERG Date: Date: Page 7 of 7 ( \. LEGAL DESCRIPTION OF ACQUISITION THAT IS THE SUBJECT OF THIS REPORT PARcri.. 6 ~SCRIPT1ON; . . .. . . ri'iot part. of LO~5;f8, 29. '"and JO Block 1;'-. D;R. Milchelt's SurV6Y of tnlt Lt'vy Groot Oil Lal<tt' Je~stJR~'O$ i*"~t;~"::" .. '.P,,?, S of Ih. "",0';" R=- ofs.m..",. Coonf.'. Fl""~. mer. .",Uwlonri" '; i:a-.~:.: .'{.J.. . .. 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S'1inS'S5: .w.o"dnrtarl~'~ofJ(],DO ~tf:.;.'. ~ebce 'S:~ilf/.Qf;..~~~.~".~totl.~ ar.- ?1.2't .fee(tfJ. th" afor:~etItione<f North Riyh'f of way: line 9f r~f:'.. . s.~t.; :thiliicif:N: 7'~~'OS" IV 'OIMq sair;t Norltl, "Right. Q(. 'ymy../ine for 1;1, distanCii of B:?()() feal to .th'e: POWT o/":iJ!~~. : " .: . - '. . . . '. .:. .' .' '. ., '. ..' , ~tairl~~:..~.~ oci'$S m.~ dr Jess. iOO~'~ij: P.~'7. ~PTi~ '.' .-!,~ .. : ::. m'dfparl f;ft.he.'::-f);i~ri'rJ.",fX! !t-oi~; ~o~ "Fr, D.R. Mlrr;HEl.L'S SURVEY OF THE I$VY ~ ON :l.A/CE ~'JP" as'~ ~ F'k:,t 800?I. 1. PCNJf' 5 o( .t~ Pui)Jie. Records of ~inole ~.ty. F1oi:1.~: oWre,~I~~ ;:tJ~lli~ as fc(lo"",:. .. '. ~~~.it:tM..:NOI~~~_'~~"~f,.~:Lot 28; Bloc!< "8-, 'aR. I.II'TCHeu~~ SUR~ OF Tl-IF'LE:'W 'QRANT: (JIll i~ JES$IJP. 4.$....~ in S4kJ' PubrIC Re:cords...$<J1d P041lt beino a r~~ jI4'~t#I j~'o";:"~~,.lti~:.iVf.J: $ 18'58:28-" W al9ltg Ute w~ line. of said (ot28 a . O/;rtqnce of. 72a. 17. Ii~t;. to .the NOrlh RJght of lV<Jy line of Flrst St~t (a .JO foot unopened right of ~y): (h~.c~ .flJ?1,S :fi~4i0'5';!';e '~ij 3!1ki North right of 'wcry..finlt for 0 dmtance of 4-2J.4-8 '~t: thftnct! S 8;J'3rtB" W 0 $s,tppc..; ~f .'+4.0S' (_t.to the South Rf9ht of "Woy line of.scld rtr9t Stre~t ani! t~. POiftr..QF Bl~NfNt!;...~l;rt~. Sz.r:u' OS. E a di3tance o.f lU9 feet; toMee S 51'2:4' .SS" . W- a :4i:Jto~C#.:4f 282.94:' ~ttc. the North~sttJily. Rl<)ht o( Woy /JM o.f Slate Rood 4:H: per norldo' ~!#p~~t 0'(-. T('(Jtl$port.Qtion RIght af Way Map S<<tioil 77070-2516; thfNIce N J/J.'4J' 19" W. a ip~tancie af 80.00 feel; thence N 5/'2.' 5.5" E 0 c1Istance 01 Z44.J9 feel /0 .the Point of 8;,ginJlRl<;.- Containing O.JOJ2 ac:res more or Jess. EXH.IBIT CL}lYTON, ROPER & MARSHALL i 3 4... r f r- I. . . LEGAL DESCHIPTION OF PORTION OF FIRST STREET TO BE VACATED BY THE CITY OF WINTER SPRINGS FIRST STREET RIG:Q.T-OF-WAY VACATION' DESCRIPTION: That part of Lot 28 Blode "B", D.R MITNWr.T ,'S SURVEY OF TIm LEVY GRANT ON LAKE JESSUP as recorded :in Plat Book 1, Page 5 of the Public Records of Seminole County, Florida, more particularly descr.ibecl as fonows: . Commence at the Northwest comer of said Lot 28, Block "B", D.ll MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP as recorded in said Public Records said point being a recOvered 3/4 inch iron pipe; thence run. S 180Srn" W along the West line of said Lot 28 a distanci=- of 720.17 feet to theNorth Right olWay.1ine of First Street (a 30 foot unopened right of way) and the POINT OFBEGlNNING; thence run S 71024'05" E along said North right ofway line.for a distance of 423.48 feet;.thence S 65.37'18" W a distance of 44.01 .feet; thence N 71 024'05" W a distance of 452.60 feet to a point on the Northeasterly Right ofWa.y line of State Road 434 per Florida Department c)fTransportationRight of Way Map Section 77070-2516; said point being on a Non Tangent curve concave Northeasterly having a radius of38436. 7 4 feet and a chord bearing of N 38038'21" W; thence run Northwesterly along the ate of said curve through a central angle of 00004'57" fur an arc; distance of 55.44 feet to a point of Non Tangency; said point lying on the afOrementioned North Right of Way line ofFltst Street; thence run S 71 024'05" E along said North Right of Way line foira distance of 107.94 fc:Ct to the POINT OF BEGINNING. EXHIBIT CLAYTON, ROPER & MARSHALL - j 2. . . ,,? . . . , . . .'1 EXHIBIT 3 LEGEND State Acquisition Parcels--,.--0 City Acquisition Parcels------G Option Agreement------------.@ Pedestrian Easement Portion of First Street to be vacated SCALE 1" = 200' . . . I,. "'. "0. . "0. . " () ~ v-- ~ \ \\ -. \ "\. .-. \ -' '\ . WiNTER' 5~NGe 1-l1,*" 5a-IOOL . . . . .: : I . . . . . ." . , I I I I I . I I I , ~ . '\j . . . . . . . . . . . i . ,. .~ ., . ~ .. J " .~ Fa:: " JJ " ~ AGREEIV1ENT TO ACQUIRE PROPERTY AND EASEMENT This Agreement is made this _ day of ,2000, by LEWIS BLUMBERG and JUANITA D. BLUMBERG (hereinafter "Seller"), and the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation (hereinafter "Buyer"). WITNESSETH: WHEREAS, SeHer is the sole owner in fee simple of certain real property in Seminole County, Florida, more particularly described in Exhibit "1" attached hereto and incorporated herein by this reference ("Property"); and WHEREAS, at the execution date of this Agreement, Buyer is aggregating lands situated on an around Seller's property for purposes of creating a network of parks and roadways for the City of Winter Springs Town Center; and WHEREAS, Buyer and Seller currently have an application before the Governor and Cabinet for the State of Florida to acquire two portions of Seller's property for purposes of creating Hickory Grove Park and the acquisition of said park is a condition precedent to the parties performance under this Agreement; and WHEREAS, Seller desires to grant Buyer an exclusive and irrevocable option to acquire fee simple title to the portion of the Property depicted'on Exhibit "2" as a sixty (60) foot right-of- way, under the terms and conditions of this Agreement; and WHEREAS, the exercise of the aforesaid option shall be at the sole discretion of the Buyer pursuant to the terms and conditions of this Agreement; and WHEREAS, Seller also desires to grant Buyer a thirty (30) foot easement located on the Property under the terms and conditions of this Agreement; and WHEREAS, Seller further desires to grant Buyer a right-of-first-refusal to acquire fee simple title to the portion of the Property depicted on Exhibit" 5" , under the terms and conditions of this Agreement. NOW THEREFORE, in consideration of Fifteen Thousand Dollars ($15,000.00), and the mutual covenants, terms, and conditions and restrictions contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and Two Thousand Dollars ($2,000.00) of which is deemed sufficient consideration for the option granted to Buyer hereunder ("Option Money"), and Two Thousand Dollars ($2,000.00) of which is deemed sufficient consideration for the right-of-first refusal granted to Buyer hereunder ("Refusal Money") the parties agree as follows: 1. Recitals. The foregoing recitals are true and accurate and are incorporated herein in their entirety by this reference. 2. Condition Precedent: Payment. All rights, obligations, and liabilities of Seller and Buyer under this Agreement shall be subject to the acquisition of the West Hickory Grove Park (1.669 acres) and East Hickory Grove Park (2.856 acres), as depicted on Exhibit "2", by the State of Florida. If the aforementioned parks are not so acquired within one (1) year of the effective date ofthis Agreement, this Agreement shall automatically terminate and the parties shall not have any further obligations under this Agreement. However, if said parks are acquired, Buyer shall pay Seller Fifteen Thou;sand and no/100 Dollars ($15,000.00) within fourteen (14) days of the park acquisition and Seller and Buyer shall perform their respective obligations under this Agreement. 3. Option. Seller hereby grants to Buyer the exclusiye and irrevocable right and option to purchase the sixty (60) foot right-of-way depicted on Exhibit "2" and located on Seller's Property ("Option P~operty") in accordance with the terms and conditions herein. Buyer shall exercise this option in its sole and absolute discretion by giving notice of exercise to Seller no later than two (2) years after the aforementioned payment is made to Seller. If Buyer timely exercises this option, within ten (10) calendar days therefrom, Seller and Buyer shall perform the Sale and Purchase Contract as provided in Section 11 below. If Buyer fails to timely exercise this option, Buyer and Seller shall be relieved of all further rights and responsibilities under this Agreement and Seller shall retain the Option Money. 4. Description of Option Property. The parties acknowledge that upon the execution of this Agreement the only legal description of the Option Property is the depiction on Exhibit "2." Upon the execution of this Agreement, Buyer may have the Option Property surveyed or resurveyed by a surveyor duly licensed in Florida. The survey shall be by a metes and bounds description and said de~;cription shall be incorporated into this Agreement and the Sales and Purchase Contract attached hereto as if included herein at the effectiye date of this Agreement. The survey and legal description shall be approved by both parties prior to incorporation into this Agreement and the Sale .and Purchase Contract. Said approval shall not be unreasonably withheld by the parties. 5. Purchase Prke of Option Property. Seller and Buyer agree that the consideration to pay for the Option Property shall be equal to Two and 30/100 Dollars ($2.30) per square foot, which represents the appraised value of the Seller's property on August 1, 2000, per the written appraisal prepared by Clayton, Roper & Marshall. 6. IDeM of First Refusal. In addition to the right to acquire the Option Property described in paragraph 4, Seller also hereby grants to Buyer the exclusive and irrevocable right of first refusal to purchase the real property or any part thereto depicted on Exhibit "5" and all buildings and structure~; thereon ("Residence Property") in accordance with the terms and conditions herein. This right of first refusal shall be for a term of five (5) years from the effective date of this Agreement. In furtherance of this five (5) year right of first refusal, Seller agrees to promptly notify all potemial purchasers of the Residence Property of the Buyer's right of first refusal and also agrees that the closing of any contract for the sale and purchase of the Residence 2 Property, other than a contract with Buyer, shall be expressly made contingent upon Buyer not exercising its right of first refusal granted under this Agreement. Upon receipt and acceptance by Seller of any fully executed and binding contract to purchase the Residence Property, Seller shall deliver the contract to Buyer within three (3) calendar days. Buyer shall have fourteen (14) calendar days in which to evaluate the contract and to decide whether Buyer will accept the terms of the binding contract and exercise its right of first refusal granted by this Agreement. If Buyer exercises its right of first refusal, Buyer and Seller shall enter into a binding Sale and Purchase Contract for the Residence Property in a form substantially similar to the contract between Seller and the other party. The contract with the other party shall then automatically terminate and be given no effect. 7. Consideration. The consideration defined aboye as Option Money and Refusal Money is the sole property of Seller and is complete payment for the granting of the option and right of first refusal granted hereunder and as such is forfeited absolutely by Buyer. Should Buyer exercise the option or right-of-first-refusal, no credit will be given toward the purchase price for the consideration paid for this option and right-of-first-refusal. . 8. Covenant Not to Further Encumber. Seller shall not further encumber the Option Property during the period of this option, nor shall any lease be extended or any new lease entered into without Buyer's express written consent. In the event any lien or encumbrance is placed upon the Option Property during the option period, Seller shall immediately cause same to be removed at Seller's sole expense. Failure to remove the encumbrance within thirty (30) days after notice is given to Seller by Buyer shall constitute a breach of the option and Buyer shall have all remedies for damages provided by law or in equity (including specific performance and injunctive relief)or at the sole option of Buyer, Buyer may elect to cancel this option, and in such event, neither party shall have any further obligation hereunder. 9. Assignment of Option or Right-of-First- Refusal. The option and right-of-first- refusal granted hereunder may not be assigned by Buyer without Seller's approval. 10. Recording of A2.reement. Buyer shall haye the right to record this Agreement or a short form memorandum of the Agreement, at Buyer's option, in the public records of Seminole County, Florida at Buyer's sole expense. In the event Buyer does not exercise the option on toe Option Property, or exercises the option and fails or refuses to close and acquire title to the Option Property, Buyer agrees to sign any and all instruments necessary to remove any cloud of title on the said right-of-way property caused solely by this Agreement, and to have such instrument recorded in the public records of Seminole County, Florida at Buyer's sole expense. 11. Incorporation of Standards: Other Provisions. A form Contract for Sale and Purchase is attached hereto as Exhibit "3" and is incorporated herein by this reference ("Sale and Purchase Contract"). Said Sale and Purchase Contract shall control and govern the rights of the parties, expenses, closing procedures, etc., as set forth therein if Buyer exercises the option to acquire the Option Property. 3 12. Conveyance of Easement. Seller shall convey to Buyer a thirty (30) foot easement so that Buyer ~;hall be able to connect West and East Hickory Grove Park, as generally depicted on Exhibit "2", provided West and East Hickory Grove Park are acquired by the State of Florida. The Easement shall be in the form of Exhibit "4." Upon the acquisition of West and East Hickory Grove Park by the State of Florida, Buyer shall have the easement area surveyed by a suryeyor duly licensed in Florida. The survey shall be by metes and bounds description and said description shall be incorporated into this Agreement and the Easement attached as Exhibit "4" as if included herein at the effective date of this Agreement. The survey and legal description shall be approved by both parties. Said approval shall not be unreasonably withheld by the parties. Within five (5) business days of the parties approving the survey and legal description, Seller shall fully execute the Easement attached as Exhibit "4" and immediately deliyer the Easement to Buyer. Buyer shall record the Easement in the Public Records of Seminole County, Florida. 13. Notices. All notices, consents, requests, instructions, approvals and other communications provided herein shall be validly given in writing and delivered personally or sent registered or certified mail (return receipt requested), postage prepaid, as to Buyer at the following address: Ronald McLemore, City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708-2799 with a copy to: Anthony A. Garganese, City Attorney Brown, Ward, Salzman & Weiss, P.A. P.O. Box 2873 Orlando, Florida 32802-2873 and as to the Seller, to: Lewis Blumberg and Juanita D. Blumberg or, in each case, at such other address as may be hereafter specified in writing by notice giyen by any party to each of the remaining parties to this Agreement. 14. Amendmenlt and Modification. This Agreement may not be changed, waived, discharged or terminated except with the written consent of Seller and Buyer. 4 15. Attorney's Fees. Should any legal action or suit become necessary hereunder for breach of contract, specific performance or injunction, the prevailing party shal1 be entitled to suit costs and reasonable attorney's fees through all appellate proceedings. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which may be executed by one or more of the parties hereto, but al1 of which, when delivered and taken together, shall constitute but one agreement binding upon al1 the parties hereto. 17. Choice of Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Florida. The parties agree that venue for any state action between the parties shal1 be Seminole County, Florida and as to any federal action in Orlando, Florida. 18. Persons Bound. The benefits and obligations of the covenants herein shall inure to and bind the respective heirs, representatives, successors and assigns of the parties hereto. 19. Time of Essence. Time is of the essence for this Agreement. 20. Headings; Entire Agreement; Governing Law. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 21. Savings Clause. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such inv,alid or unenforceable provision were omitted unless the invalid or unenforceable provision constitutes a substantial part of the consideration exchanged by the parties hereunder. In which case, either party shall have the right to terminate this Agreement within five (5) days of the provision being declared inyalid or unenforceable by a court of competent jurisdiction. 22. Exhibits J[ncorporated. Exhibits" 1" (Map of Blumberg Parent Parcel), "2" (60 foot right-of-way and 30 foot easement depictions map), "3" (Sale and Purchase Contract and addendum), "4" (Easement), and "5" (Residence Property), which are attached to this Agreement are hereby ful1y incorporated herein by this reference. IN WITNESS W'HEREOF, the parties hereto have executed this Agreement on the day and year first written above. [Signature page is next page] 5 WITNESSES: CITY OF WINTER SPRINGS By: Paul P. Partyka, Mayor Print Name: Print Name: STATE OF FLORIDA COUNTY OF The foregoing imtrument was acknowledged before me this day of 2000, by PAUL P. PARTYKA, as Mayor, on behalf of the City of Winter Springs, who is/is not personally known to me, or has produced as identification. NOTARY PUBLIC Print Name: LEWIS BLUMBERG Print Name: ST ATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2000, by LEWIS BLUMBERG, who is/is not personally known to me, or has produced as identification. NOTARY PUBLIC Print Name: JUANITA D. BLUMBERG Print Name: 6 ST ATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2000, by JUANITA D. BLUMBERG, who is/is not personally known to me, or has produced ,as identification. NOTARY PUBLIC EXHIBIT LIST Exhibit" 1 " Map of Blumberg Parent Parcel 7 EXHIBIT LIST Exhibit "1" Map of Blumberg Parent Parcel Exhibit "2" 60 Foot Right-of-way and 30 Foot Ea.sement Depiction Map Exhibit "3" Sale and Purchase Contract and Addendum Exhibit "4" Puiblic Recreational Easement Exhibit "5" Residence Property 8 Subject PropertY Tax.Map CLAYTON, ROPER & MARSHALL .__" _.......r-.".... :".. ....". . ". Page 28 .~:~. . EXHIBIT :; D D :I J. Ii .....,. __ __ '- "P.'" _'_.~__."_..__. LEGAL DESCRIPTION OF THE BLUMBERG PROPERTY . . Lots 28, 29, and 30 of Block B, D.R. Mitchell's survey of the Levy' Grant, according to the plat thereof as recorded in Plat Book 1, page 5. public records of Seminole County, Florida. Less and Except the land sold to the School Board of Seminole as recorded in Book 2778. page 176 of the public record of Seminole. Coun!y: ..c P~J~ ~f Lilt' Zg ~lId Ja. 1Ii1t:1t .. Dolt Mlrdl.tl.' :rur-)' tJt tft, L,..,.. (;rail/ (1ft J.t1~ "'ngp, ft neYfl" it PI"t 4oo1r I, Pag, ~ (If /II, publiC flCO'W of SfI1IiJt<<, Cwnty. "orltftJ, /Hlng mil" pf1rl/:uJllrly d,n:t1lHd in faltowt: ~."ci1t, at 0 L.$.;J,n f'l!Jllf mllfXklg IhI po/JI/ 01 itttlmcti()ll b,/I/HIt tllD Hartl: Ilig!lt-of-Wtlr IIn, 0.# n.,t StrHt .(a t/llrly loot ."idf tight-ot-""y) rrfth "" Wut ~igJIt-tlf-lft1y IkI, of IJrontl,y AwnuI (a fifty (oof wid, rlghi-o(-way). nId ClInt., o4tJ bwltt! !h. SmMlalt CIJtIIIf' of "t .14 Blo(:/c << o.R. JlUdt<<l/6 SuM)' 01 tfJ, ~'VY ~t '*' LokI JuwA " flCOl"ttld .h .~t Soak ,. Pog. .!t of tlI, publft: rrt:orrI, of S.",.holl Ctlunty; fTiJMa: t/i."C'I IlItI Norlh ~W'J1- Eat d~g "id /+'IIt Ifig!lt-ol-Wrly 1iIJ. (,air! CI1IIfIf bUl' tu blZ6i, of b'~irg' fOf tit" d"r:rIpli/JII) (J dlItattt:l 01 m,OI (Ht fQ/'. a Po/t1! af fJ.,lMIng. "Id pollt af,o b,lng , poIIl of Q/Tt'Ituff of 11 ClIf'\'f ~=w Sa"tJr"~t.rfy "''f'iIIg tI f'tJdIIiI. of J().OfJ 1,,1.(J1Id , CUltral. f1tl~ 01 94roO'OO~ thIn~ fIlfl NarlJ,.n~tirly. o/M' tII, arc of ICId l:UIW 4",1 (_"t ID 1M po/lft of t6ll~f1lt:Jr tltm~ Nil Ncrt1l ,g~2J1- . Writ 4(J,6.J fr.t to tJr. polnt at "'fVlIfllTfl of. t:lHVW . CMCl1.. SOQillf((y !tam, a rHiI6 (If 12.(J() f..t tIIId II ""traI. att9l. D( 12'21'Uf1~' tillm;.. fI/tI lIWtlliy ~(IIIg th. arc al I~ . eurw 17.67!Ht fa ~ plJlni af hIIl,ltIc)( . tfJltt" fl/n Ncrth ,,~'{Jg. /tlt,t 25J.51t (Ht tit 6\. point of CUMltin aI II _ "Ill:"'" NortJt<<:lt/ll'fy ham, (J nrIAI, " tafX1 r.1t t1tIdll Cllttrrd flllgI. of ~'acJ~ /hlllt~ IV/I NGI'tJI"",tlfl; "/JIll 1ft. . ~ of ,DId ClInti 11I.5J (", ItI Ill' point of /~",cJr tIIltI~ IlJn NiIf'tII 26'.2f1'(Ji- Won 2.17.011 flit 10 /h, pollt of ",r;afu,... at a CUM a",Cl1.. S4uthw$f"'r fIfttr, fI.~' of JM..OQ ".t and t1 ~fr$ t1tIgf. of 4S'()Q'DO": tlltff" filii lIUtlrl,y alon, fJI. ~ of .vIti t::IfW J81.tl fHl to fJI. ~I of tflflgfflC)' M till Swth R;~t-o(-'fIvy lh, tlf !<<Olld Sttnt ((I thlrly.fa41 trld. r/#ht-td-wy) U MDwn fill ,cid pi" tltMCI Nft S""t11 71'21'011. ct/.t alQ'f9 'Ilk! R/gIIt-cl-~ Iii. ~ tlilttlllCl at 1U.;.1 !HI to 11 politi tIl't II t:tJrI9 of fIl. """flfy R/gJIt-al-ltby /hI of tJt. ~OlWlI CtIr1#t ~ lfolJto#1I: /I)"," I'Off1 a ItlfIg",t . D,at'lng o( ~Jth (U',u'2J" Ct11i II/It StIu~"'Y fJIlJ1lg UJId Hight-o/-lfrJy J11, (11I11 fIl. arc of tI ~ "Mar.. Swtb"tHfy hol'fng /I roiI:1z of 76~:Jl ff*1 " d1I~ of u.'7.fHt throtlglr 0 wrvtlf OIIgI. of .~~6'41. f. fM pMt tll CtJfflP~~ I:J/fVOflIrt . ~( 0 euI'W ~Cl:l'- $~till1'Ultdy hr-ing', ",dAn of JIll-a' 1,.1; tIIf11C. tf'Qm , fOt'l!1U't b~-!tI(1 "SIHIth ~4r46. Eolt Nfl SoutlltlOI'tIrly along '11M rdrood rIg/lt';"'l-n.y (ltlrI tM rJI't: o( raid ~ IJo,76 r"t tlJrl1llvll fl ~frol rJIIV' of Dl~4~r tit 1M oforenMltion.d ItfHt RIgItI-tJI-tl'rl/ IIn. of "'Ollt/,y A_,.. /lJfI(ICI /kIm. (f {CIIIgmt b~lng tI' South ~. 5J'D,. filii South . JOTU."'" WIt" dOltf1 rold w...t R/gIti-tlf-Way /In. 2Jl.10 ,,,t to III. Po.ht .t tf.glMlht1- -- - Also: TRACT I: Begin at Intersection of easterly right of way of Sanford-Oviedo Road and the northerly line of the unplotted part of Block B lying north and east of Sanford-Oviedo Road of D.R. Mitchell's Survey of Levy Grant, Plat Book 'I, Page 5 of the Public Records of Seminole County. Florida. Run South 39050'15" east along the easterly right of way of Sanford-Oviedo Road 368.0'; thence north 50009'45" Page 8 CLAYTON, ROPER & MARSHALL ..- (" \ east 237.461 to north line of unplatted part of Block B thence north 72040'15" west 437.96' to point of beginning. . TRACT II: Begin at Intersection of easterly. right of way of Sanford-Oviedo Road and the northerly line of unplatted part of Btock B lying northeast of Sanford-Oviedo Road of D.R. Mitchell's Survey of Levy Grant, run south 39050'15" east along easterly right of way 368' to point of beginning. Run thence south 39050'15" east along easterly right of way 152', thence north 50009'45" east 335.54' to north line of said un plotted part of Btock I? thence north 72040'15" west along north line 180.9', thence south 50009'45" west 237.46' to beginning. . LESS and EXCEPT from Tracts I and 11 that portion conveyed to the State of Florida Department of . . Transportation in that certain Deed filed March 4, 1994 in Official Records Book 2757, Page 598, Public Records of Seminole County, Florida, being described as follows: A part of the unnumbered Lot in Block B,. DR. Mitchell's Survey of the Levy Grant according to the plat thereof as recorded in Plat Book 1, page 5 of the Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northea:::t corner of said unnumbered Lot in Block 8, being the point of intersection of the Southerly right of way line of First Street, a 30-foot wide unopened right-of-way and the Northwesterly right-of-way line of Brantley Avenue, a 50-foot wide right of way; thence run North 71 '22'40" West along said Southerly right of way of First Street and the North line of said unnumbered Lot in Block B a distance of 1673.03 feet for a point of beginning; thence departing said North line of the unnumbered Lot in Block B run South 38043'16" East a distance of 440.56 feet; thence run South 510 27'38" Wes~ a distance of 53.01 feet to a point on the Northeasterly right of way line of S.R. 434 according to F.D.O.T. Right-of-Way Map Section "77070-2516; thence run North 38032'22" West along said Northeasterly right- of-way line of S.R. 434 a di~;tance of 520.53 feet to said Southerly right-of-Way line of First Street; thence run South 71022'40" East along said Southerly right-of-way line of First Street a distance of 95.17 feet to the point of beginning. The above-described property will also be further reduced by the pending sale of 5.916 acres contained within 5 parcels to the City of Winter Springs. This pending sale is related to the same Town Center Recreational Park as the c:urrent acquisition. The legal descriptions of these 5 parcels that will be split off from the larger parcel are included in the addendum of this report. RIGHTS-INTEREST APPR.AISED (. FIVE- YEAR HISTORY OF TITLE Blumberg Property The owners of the property purchased the various parcels that comprise the entire property over a period of several years as shown in the following table: - . PROPERTY PURCHASE SUMMARY Parcel Purchase Date OR & S # 2030-26-5AR-QSOO-OOU 1 Oct-8S 1681-599 2030-26-5AR-QSOO-OO28 Jul-80 1288-465 . 2030-26-5AR-QSOO-OO29 Nov-81 1365-1123 2030-2E)-5AR-QSOO-OO30 Dec-78 1202-1865 .,.~ 'J --- -, ~ ~ ~-------.......... i ::::::::---... , . . ------------- ...., :..'- . --------------. , . ....:'30 foot :: Easement \ \ \ \ "\" \ \ \ \ \ I, , '.. ", ""',.''--. . . " / /:' I '" M~dian 'C' o . 688 acres Median 'B' 0.154 acres i J I I i .I j I I ~ reel) Space Purchase Areas ':.....;'-.~-. ,: "=20U' - --. -........ 100' 200' 800' EXHIBIT I 2. , 400' ~ EXHIBIT "3" CONTRACT FOR SALE AND PURCHASE -OPTION PROPERTY- ATTACHMENT B vr~ ~JU~ .. .(:\ ,\ ,~ (: .....1,',=, r. ,j:' (~) .( o n. ....:t:;J' f. ':. 7'/ i:\ i.;;.f' I::'~'t ,~ 'JI "':",' (~,.. . -_ FORf'l~-HAS:~EEN~PPROVE[H3,,('THE.FLOR1DA:ASSo:eIATION::OF:,R~AL;TORS03lj~ND-THE;FLORIDA: BAR; . =~~~::9'wP-.'" ~.....!ti;~. 'l:.EWIS BLUHBERC l\ND .JYANI:'m D. BJ:..UMJlERG ";;';,,, ("S II' () ,,~~..:1 e e. "." (Phone) . ("Buyer"), (Phone) 407/327-5957 , ~L#. _ :__ _ U..:-6 ~~~I~~ ~~~~! ~~!~ ~~~ ~~ ~i'~!" ~~~!! ~~ ~y ~~~ ~!!~,--,j!!~g ~~~~!'!b~d !,~~!~!,,~~~rty ~nr:f r~rAnn'RI rrnpRrty (collectlvely.IIPropertyll).pursuantto t~eterms and conditions of this Contract ..... -n-~ ~:::-.-~:.':..:: :::-:.~ ::~.;- :-:~:":.:-:": __..a ...~~:":~~~ ~1I~~..............-n,. . . . DESCRII~TION: (a) Legal desqrlptlon 0; the Real Proper.\)' iocated In -.-.:.~ .c:[rfi OF WlNl'ER ~, .1~' tIwIDN!UNICIPAL OORI!ORATION bountY, Flortda: . . ~ J\OOF1i1IXJM. IIQPl'IOO' PROPEIll'YII (b)" Street address, city; zip, of the Property Is: (c) Pe/'llonal Property:. '. " 1;.~ .. PURCHASE PRtCE; ....:....;...................................,..............,......:::.........,.....~....;:.................;.,..............,...:..:...,:....,.............,.......:...................:..;................:: PAYMENT:. . ~ WARD 'SA.LZI~ &. WEISS' . .. (a) Deposit held In escrow Oy~'. :' , '. .' .' . .... (Eilcrov.:A..gent) [n the. a1TIOlint of .:...:...:.........'..................... '(b) Additional escrow deposit to be made to E&crow Agent 'Nlthln ~ !lays after ElfecllveData (see Pal'!3graph 111) In.the.amount.ol...,.~.:..:.....'.............. (c) Subject to AND assumption of existing mortgage.!n gotld.standlrig in. favor of"' .I)avlng ~n e,pproxlmate present. p~lnclpa' balance of,....;..::...'.......,....:.........:...$ . N/'A' (d) New mortgage flnanclng with a Lender (see pamgrap~IIV)"ln the amount of . .."......;....................:....,...... $ :t;l./"A (e) Purchase money mortgage and note to.Seller (sea rtdElr lor terms) In lI1e amount of. ;...........:.........................;. $ .". N/A . (~ Other: ..........................,............. $ . N/~ '(g) Balance to close by U.S. ce,sh or LOCALLY DRAWN caB!:'ler'il or official bank'check(s)..subject to adjustments or prorallons.....:......;............................ $.SEE . AJ)n~JM TIME FOR ACCEPTANCE OF O. FFERj EFFiCTIVEDATE; F.ACSIMILE:II this offer.l~ riot executed by and .dellvered to an parties OR FACT OF E)(ECUTION communicated In writing .. .L_ ~__..__ .__ __. ..~,_.~ . N_J\ . . . '. ,the dep9slt(s) win, at'B\.lyer's option, be returned and this offer withdra'(Vn.'F.or purposes of"denvery or nollce 01 .. . ~__..~_ ,__,..~~ O'.:'M M" "'~II^, ^' oo~h nf tho 'o~~,o...t1vo h~nk'm: nr. Al1nr",.y~: Th.. data of Contrad ("Effective Date") will be the date when the last one 01 the Buyer arid.Seller - --' .L.I_ _u__ A bt"-dm!!Q t":,:;~y of th!~ ~nntr~~t'~nd any sIgnatures her~on. ~ha!! be.cons!dered for-all purposes as an original:' .' $!;F.F.' MlIJFIUJM $ SEE ADi>ENDUM $ N/A. FINANCING: . o (a) Thls'ls a cash transa~lIon v.:lth m~ ~~t0~ W~;i?!}~~n:c!,~9t;k0'C:. .' '.' o (b) This Contract Is conditioned on Buyer 0 . . .~JYrI\len'l art:.comrnltm.ent:. r EffectlvEi1D'iijiffor (CHECK ONLY. ONE): 0 a fixed; 0 an adjustable; or 0 a f1xed.or adjustable. rate 10an'In the prlnclpa\ g,lrtB~Bf:o.I~~~~~~:5~\ ~9i1IO ei<5~~(j{~i. 0/0, discount and origination fees not to exceed ~% of pnnclpal amount; and lor a term 01 ~ 'years. Buyer wlUm . .A"'W Effective' Date and' use reasonable diligence to obtain a 'Ioan commitment and, thereafter, to satisfY terms and coridltlons of I . penses. If Buyer falls 10 obtain a commitment or falls to waive . Buyer's rights uncter this s'ubparagraph within the tlmefol..obtaln[n ,.... I~rins and conditions 01 the commitment by Ihe clOsing date, then either party thereafter, by written noUce to the other, may can triici and Buyer @; or .' . . o (c) The existing mortgage, described hi Paragraph 11(.:)' above, lias: 0 a variable Intere'st. '. ill;! f ....:--ol...per annum. At-lime of IIlIe transfer, 'some fixed interesl rates aresub]ect to Increase; if Increased, the rEite shall not exceed _0/0 per annu' . ent from aach mortgagee staling the pr[nclpal balahce, method of payment, Interest rata and status 01 mortgage or authorize Buyer or Closing Agent to';.' . agreed to assume a mortgage which requires approval 61 Buyer by the mortgagee lor assumptfon, then Buyer shall promplly obtain the necessary appllca " '. . return' It to Ihe mortgagee. Any mortgagee chargers), riot to exceed $ . (1 % 01 amoLnt assumed II left blank), shall be paid by Buya,..,. mortgagee or the requirerrienls lor assumption are 'not In accordance with Ihe terms of this Contract or m<iit9agee makes a charge In excess of the stated alii: ifti!lY rescind this Contract by wrttten nollcEl to the other party unless either elects to pay Ihe Increase In Interest rate or excess niortgaga charges. '.' l:';~~.:": '~~;.}, . TITLE EVIDENCE: At least -3.0 days belore closir~,g date, (CHECK ONLY ONE): 0 Seller shall, at sei!eP.ilj' )qY~r or Buyer's allorney; or Xl Buyer shall at Buyer's .:. .L'_'_ :~' 'r~:' "."v ~~~=:: 0 abstract 01 title; or 0 title Insurance commitment (with legible qppl~fil :,as:,~xceptions attached thereto) and, after closing, an , "I I ." ,,, H'" ",,;~:.~.lr~:~-!~ . .. - .1 - -_..~.............. SEE.f/,{.~!\~~.::,< CLOSING DATE: This transaction shall be closed 'and the closing documents dellvared on . "-. ~\.inlass modified by other provisions of this Contract. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer Bhall take title sUb/ect to: comprehensive la~~, "i;:~ 'rohibltlons and other requlrem~nts Imposed by u._, _..'L__'''' ___..1.".__ __" ...."'Ho,~ ",,.,,.,o,;,lnn M, Ih'o nlAI nr otherwise.common to the'subd' ,.,. "'(al rights 01 record without right 01 entry; public . . _._ _. ._:"__~ ,_______.. Mn 'n ho ';';'oton ;Mlln"n';~ In '''AI nrnnertV IIne~ Rnrl not more thaiFlb "I{dnt lines amI 7 1/2 leet In width as to the side '. "nl,,~~ nlh"YW.I"e "t~ted hereIn); taxes for year of cloSing and subseq~ent 'years; assumed mortgag~~?~:aaJs.:4.(P ..I,l,~~ gas;: if any (II additional Items, see addendum); . I -'. ;~-;;-;; ;h~;~ ~:-:~~ts ~! d0s1ng ~0 v!0!~H0n 0f 'h!'3 f~!"~g~I!"!g and none prevent use of the Property for ';:~:~ '. "): . purpose(s). "" nr.r.IlPANCV, Seller warrants that there are no parties In occupancy other than Seller; but If Property Is ir'i\~~~!.~dCbeyonci closing, the lacl.and lerms thereol ,.___':_; __ ___ .;-__'_ _h_II h_ "'MIMO" :,,"~"ont te !,:'onrjq,d r:: Sellar shall deliver occupancy 01 Prope.. ... _ ... '.' ". . pI9i>1!1lr~riless otherwise stated'hereln. If occupancy . L L ~_"H___~ h_'__~ ;,''''''''<;' "~y,,. ...00;'....,,0 "II ,;ok~ nf I,,~~ In Pmr'erly fmm natA of occupancy, shall be resp6i"l$ll?lei~[I~"!i~bl(;HPt;.(Ii,C1.In,lei]a~ce Irom that date, and shall be dE!emed to Il:1Vt' c1l;(;t;plcd ::-'ivp6i:Y iii :~:; ~~~:;t:;":~, ~~;":d:!!~:--: e.~ c! ~!~e 0! ~~~!~~ 0~':'':.I::,~.n~y IInIA~~ nthArwl!=;A 5;tat~d herein. "/:~.;...,l::;;'~,j.:: ..~;:~~.~l~;...::j;~.;~:~~~:\~.;..... ".,::,.;. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda .~~.aii:Cp.n\rb(~ii'..Hfri.i~d.,pr6vlslons 01 this Contract In conflict with them. RIDERS: (CHECK those riders which are applicable AND are attached to this Contract): . . . . ':'~':C':::::.:~ .';:: ...."..>'.' .' . o COMPREHENSIVE RIDER . "0 HOMEOWNERS' ASSN. '" CfCOASTAL CONSTRUCTION CONTROL LINE o CONDOMINIUM . 0 "AS IS.. :. . ' '. :.. a.INSULATION OVA/FHA 0 LEAD. BASED PAINT . ';.:. \ ...9 ASSIGNABILITY: (CHECK ONLY ONE): Buyer 0 may assign and thereby be released from any lurther nabllity under.thls:G~rii';~9i(b may assign but nol be released Irom liability ,'-1_ ""__'___6. _w ru .-..... ......t ...."~I...... thl~ f"'....n.tro,..t . . . DISCLOSURES:" (a) Radon i~ a naturally occurring radloacUve gas that when accumulated In a building In sufficient quantities may present tlea[th risks to persons who ara exposed to It over time. Levels 01 radon Ihat exceed federal and state guidelines have been IoLird In buildings In Aorida. Additionallnformallon -regarding Radon or Radon testing may be obtained from your County Public Health unll. (b) Buyer aCknowledges receipt of the Florida Building Energy-Efficiency Rating System Brochure. . (c) If the real property Includes pre-1978 residential hOllslng then a lead-based paint rider [s mandatorY: . (d) If Seller [s a "foreign person" as defined by the Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. (e) If Buyer will be obligated to be a member 01 ii hOmElowners' association, BUYER SHOULD NOT EXEC!JTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIATION DISCLOSURE. '. . . MAXIMUM REPAIR COSTS: Seller shall not be responsible lor payments in excess of: (a) $ N/A lor treatment and repair under Standard 0 (If blank, then 2% 01 the Purchase price). (b) $ N fA for repair and replacement under Standard N (II blank, then 3% 01 the Purchase Price). XIV_ SPECiAL CLAUSES; ADDENDA: If additional terms are to be.provlded, attach' addendum and CHECK HERE IX . xv. STANDARDS FOR REAL ESTATE TRANSACTIONS: Standards A through Wort the.reverse side Of attached are Incorporated ~~:a part 01 this Contract. , ,f' THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICEQF AN ATTORNEY PRIOR TO SIGNING. THIS FORM HAS BEEf\1 APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR. Approval does not constitute an opInIon that any of the telms and conditions in this Conlract should be accepted by Ihe parties In a particular transaction. Terms and conditions should . be negotiated based upon the respective Interests, objectives and bargaInIng positions of all Interested persons. . COPYRIGHT '1998 BY THE FLORIDA BAR AND THE FLORIDA ASSOCIATION.OF REALTORS . CITY OF WINI'ER SPRINGS ~~ (Date) (Seller) LEWIS ~ Social Security or Tax 1.0. # "(Date) Social Security or Tax 1.0. # . (Date) (Buyer) (Date) (Seller).JliAtnTA D.BLUMBERG .....Soclal SecUtl'Y'litTBirLO. #' ......, - ._. ^__ __11._ __"'_~I t n. JI ~w...i.~i ...................j "'" .'~--" ,.~, I~ -- ~~.." ,~i 'n~"I"~rl'I'" nTU"'R T4A~1 ~A!,:14 TH"'''' SIIBJE(':TTn CLFo.R"''''CE. ADDENDUM - OPTION PROPERTY THIS ADDENDUM is attached to that certain Contract For Sale and Purchase ("Contract") of even date herewith in which LEWIS BLUMBERG and JUANITA D. BLUMBERG, his wife, is "Seller", and the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, is "Buyer", as follows: WHEREAS, the parties acknowledge and agree that Buyer proposes and desires to construct a right-of-way on the Option Property in order to enhance the development of the Town Center; and WHEREAS, Buyer's desire to construct the right-of-way requires Buyer to acquire certain real property owned by Seller, more particularly described hereunder and referred to as the Option Property; and WHEREAS, the parties agree that the mutual covenants, agreements, and monies contained herein constitute good and valuable consideration sufficient to support this Contract for Sale and Purchase. 1. Recitals. The foregoing recitals are hereby deemed to be fully incorporated in this Contract by reference. 2. Effective Date. Paragraph III of the Contract for Sale and Purchase is hereby deleted. The effective date of this Agreement shall be the date the Buyer exercises its option to purchase the Option Property in accordance with that certain Agreement to Acquire Property and Easement between the Seller and Buyer. 3. Condition Precedent. Buyer's obligation to close under this Contract shall be subject to the satisfaction of the following conditions precedent enumerated below. In the event anyone of these conditions is not satisfied for any reason whatsoever, then this Contract shall terminate, and Buyer and Seller shall be fully relieved from all further rights and responsibilities under this Contract. A. Buyer exercising its option to acquire the Option Property in accordance with that certain Agreement to Acquire Property and Easement between the Seller and Buyer. B. The complete execution of this Contract by Seller and Buyer and the approval of this Contract by Buyer's City Commission at a public meeting. C. No action, suit, proceeding, or official investigation shall have been threatened, announced, or commenced by any person or federal, state or local government authority or agency that seeks to enjoin, assess civil or criminal penalties against, or obtain any judgment, order, or consent decree, with respect to either party hereto, in connection with their respective Page 1 of 6 representations and obligations under this Contract. D. Buyer obtaining, at its sole costs and expense, all permits necessary to construct the right-of-way on the Option Property, including, but not limited to, ifrequired, permits from the City of Winter Springs, Seminole County, St. Johns River Water Management District, United States Army Corps of Engineers, and other governmental authorities having jurisdiction over the proposed right-of-way. 4. Deposit and Purchase Price. In accordance with Paragraph II of the Contract for Sale and Purchase, the Purchase Price shall be equal to Two and 30/1 00 Dollars ($2.30) per square foot, which represents the appraised value of the Seller's Option Property on August 1,2000, per the written appraisal prepared by Clayton, Roper & Marshall. The Deposit shall be ten percent (10%) of the Purchase Price. The balance to close shall be the difference between the Purchase Price and the Deposit. 5. Vacant Property. Because the Option Property is vacant land, clauses D and N of the Standards for Real Estate Transactions printed on the Contract are deleted. 6. No Mort~age. Because Buyer will not be financing the purchase of this Option Property by a purchase money mortgage, Clause B of the Standard for Real Estate Transactions printed on the Contract is deleted. 7. Amendment to Standard Clause A. Clause A Evidence of Title of the Standard for Real Estate Transactions printed on the Contract is hereby amended, in relevant part, as follows: Buyer shall have 30 days from the date of receiving evidence of title to examine it. If title is found defective, Buyer shall within 10 days thereafter notify Seller in writing specifying the defect(s). 8. Inspection and Cooperation. Seller hereby grants to Buyer until the scheduled Closing the right to inspect the Option Property and make a determination, in its sole and absolute discretion, whether the Option Property is suitable for Buyer's purposes ("Inspection Period"). During the Inspection Period, Seller hereby grants to Buyer and its designees the right to inspect the Option Property, at reasonable times and upon reasonable advance notice to Seller, in order to permit Buyer to examine the Option Property and conduct such feasibility and physical examinations as Buyer, at its sole discretion, deems necessary to determine the suitability of the Option Property for Buyer's purposes. During the Inspection Period, Buyer may submit plans or discuss any matters Buyer deems appropriate with governmental authorities and officials having jurisdiction over the Option Property. The inspections by Buyer may include soil tests, environmental assessments, wetlands review, determination of permits, status of zoning, review of development documents pertaining to the Option Property, concurrency criteria and other matters Buyer may deem appropriate. Buyer shall bear all costs and expenses associated with performing its inspection. Buyer Page 2 of 6 shall restore the Option Property to substantially its original condition after the completion of any tests performed on the Option Property. Buyer shall keep Seller informed during the course of the Inspection Period of Buyer's progress and findings. Expiration of the Inspection Period shall constitute actual notice by the Buyer that the Inspection Period has ended, the Option Property has been accepted, subject to the warranties of Seller and other conditions provided by this Contract, and the Buyer intends to proceed as herein provided. Buyer at any time during the Inspection Period shall have the unconditional right to terminate this Contract, without penalty, for any reason or no reason whatsoever by providing written notice of such termination to Seller, and Buyer shall be refunded its entire deposit whereupon both parties shall be relieved of any further obligations hereunder. 9. Representations and Warranties of Seller. Seller hereby makes the following representations, warranties and covenants, all of which shall continue after and survive the closing of this transaction: A. Seller now has or will have at the closing, good marketable fee simple title to the Option Property, free and clear of all encumbrances, other than the exceptions stated in section VII of this Contract, and no party except as herein set forth has any rights in, or to acquire, the Option Property. B. There are no suits, actions or proceedings (including any proposed zoning changes or condemnation proceedings) pending or, to the Seller's knowledge, threatened against Seller or affecting the Option Property. C. Seller has received no written or oral notice of any claims, demands, litigation, proceedings or governmental investigations pending or threatened against or related to the Option Property, which claim, demand, litigation, proceeding or governmental investigation could result in any judgment, order, decree or settlement which would adversely affect the Option Property. D. Seller has not received any uncured written or oral notice that the Option Property is not in compliance with any federal, state or local statute, ordinance, rule, regulation, requirement or code, including, without limitation, building, fire, health, environmental and safety codes, relating and/or applicable to the ownership, use and operation of the Option Property. E. Seller has full right, power and authority to execute, deliver and perform this Contract without obtaining any consents or approvals from, or the taking of any other actions with respect to, any third parties. This Contract, when executed by and delivered by Seller and Buyer, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. F. Neither the execution of this Contract nor the consummation of the Page 3 of 6 transaction contemplated hereby will constitute a violation of or be conflict with or constitute a default under any term or provision of any agreement, lease or other obligation to which Seller is a party or by which Seller or the Option Property is bound. G. There are no leases, options, purchase agreements, tenancies or land contracts affecting the Option Property or any part thereof. H. To the best of the Sellers' knowledge, Seller represents that there does not exist any hazardous substances, as hereinafter defined, at, on, under or about the Option Property and that Sellers, to the best of Sellers' knowledge, have complied with the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the resource Conservation Recovery Act, the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean Water Act, the Clear Air Act, the Florida Air and Water Pollution Control Act, Chapter 17 of the Florida Administrative Code, any so-called Federal, State or Local "Superfund" or "Superlien Statutes", or any other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability (including strict liability) or standards of conduct concerning any hazardous substances (collectively the "Hazardous Substance Laws"). For purpose of this Contract, the terms Hazardous Substances shall mean and include those elements or compounds which are contained in the list of Hazardous Substances adopted by the United States Environmental Protection Agency and the list of toxic pollutants designated by Congress or the Environmental Protection Agency or under any Hazardous Substance laws. Hazardous Substances shall also include radon gas. All of the representations and warranties made herein are true, correct and complete as of the date hereof and all information supplied to or to be supplied by Seller or its agents, shall be supplemented or corrected as necessary so as to be true, correct and complete in all material respects at closing, as amended. If any representation and warranty set forth above is found by Buyer not to be true on or before the closing date, or if Seller shall not have performed all its covenants to be performed hereunder on or before said date, the closing date may, at Buyer's sole option, be deferred and Seller shall be given five (5) days after notice by Buyer to fulfill its obligation or comply with such warranty. In the event said obligation or warranty cannot be performed or complied with within five (5) days after notice, this Contract shall, at the Buyer's option thereupon be terminated and of no further force and effect, the escrow agent shall thereupon return to the Buyer the funds and documents previously paid or deposited by it, and Buyer shall have any and all remedies, as provided in this Contract. From and after the Closing, Seller agrees to indemnify, defend and hold harmless the Buyer from and against the full amount of all claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs and expenses (including interest, penalties and reasonable Page 4 of 6 attorneys' fees and disbursements) directly or indirectly arising out of, or resulting from the misrepresentation of any of the representations or warranties of Seller made in or pursuant to this Contract or in any exhibit or schedule hereto. Buyer will promptly notify Seller of any claims, action or proceeding for which indemnification will be sought, including the amount and nature of the claim, and the Seller will have the right, at her expense, to assume the defense thereof. In connection with any such defense, the parties agree to cooperate with each other and to provide each other with access to relevant books and records in their possession. In connection with a claim made under this paragraph, interest shall accumulate from the earlier of (i) the date at which such claim is resolved in favor of the Buyer by agreement of the parties, or the final order of a court, or (ii) the date at which the Buyer incurs an out-of-pocket expense in connection with such claim, at the legal rate. This paragraph shall survive closing. 10. Waivers. No action taken pursuant to this Contract, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. 11. Amendment and Modification. This Contract may not be changed, waived, discharged or terminated except with the written consent of the Buyer and Seller. 12. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein shall be validly given in writing and delivered personally, or sent by registered or certified mail, postage prepaid. 13. Headings: Entire Agreement: Governing Law. The headings contained in this Contract are for reference purposes only and shall not affect in any way the meaning or interpretation ofthis Contract. This Contract constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and this Contract may be executed in separate counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. This Contract shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Florida. 14. Savings Clause. The invalidity or unenforceability of any particular provision of this Contract shall not affect the other provisions, and this Contract shall be construed in all respects as if such invalid or unenforceable provision were omitted. 15. Closing Date: Extension of Closing Date. The Closing Date shall be within ninety (90) days after Buyer has exercised its option to acquire the Option Property. Buyer shall also have the unilateral and absolute right to exercise one sixty (60) day extension of the Closing Date. Buyer shall exercise the extension by providing at least three (3) days written notice to Seller. Any other Page 5 of 6 extension shall be by mutual agreement of the parties. 16. Place of Closing. Closing shall be at Winter Springs City Hall, 1126 East State Road 434, Winter Springs, FL 32708 or may be by U.S. Mail or the City Attorney's office at Buyer's option. 17. Legal Description. The parties acknowledge that upon the execution of this Contract the only available legal descriptions of the Option Property and is the depiction of the Option Property on Exhibit" 1." Upon the effective date of this Contract, Buyer shall have the Option Property surveyed or resurveyed by a surveyor duly licensed in Florida. The survey will be by a metes and bounds description and said description shall be incorporated into this Contract as if included herein at the effective date of this Contract. The survey and legal description shall be approved by both parties prior to incorporation into the Contract. Said approval shall not be unreasonably withheld by the parties. 18. Seller Not to Convey. Seller shall not convey any interest in the Option Property after the signing of this Contract without the prior joinder or written consent of the Buyer. 19. Attorney's Fees. In the event of litigation arising out of or relating to this Contract, the prevailing party shall be entitled to recover all its reasonable expenses, including attorney's fees, costs, and other expenses reasonably and necessarily incurred, through all administrative, trial, post judgment, and appellate proceedings. IN WITNESS WHEREOF, the parties hereto have executed this Contract and Addendum on the date written below their signatures. SELLER: BUYER: CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation: By: LEWIS BLUMBERG PAUL PARTYKA Mayor JUANITA D. BLUMBERG Date: Date: Page 6 of 6 . EXHIBIT "4" Prepared by and return to: Brown, Ward, Salzman & Weiss, P.A. Altn: Anthony A. Garganese, Esquire 111 N. Orange Avenue, Suite 875 Orlando, Florida 32801 PUBLIC RECREATIONAL EASEMENT This Grant of Public Recreational Easement is made this day of 2000, by LEWIS BLUMBERG and JUANITA D. BLUMBERG (hereinafter called "Grantor"), in favor of the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation ("Grantee"). WITNESSETH: WHEREAS, Grantor is the sole owner in fee simple of certain real property in the City of Winter Springs, Seminole County, Florida; and WHEREAS, Grantee is aggregating lands situated on and around Grantor's property for purposes of creating a network of parks and roadways for the City of Winter Springs Town Center; and WHEREAS, this Easement is necessary to connect two public parks so that the public may traverse between the two parks by way of the real property which is subject to this Easement; and WHEREAS, Grantor desires to convey a public recreational easement over, under, and across the real property which is subject to this Easement for purposes of allowing the public to use said property for the purposes stated herein and under the terms and conditions of this Easement; and WHEREAS, Grantor and Grantee believe that this public recreational easement is in the best interests of the public health, safety, and welfare of the citizens of the City of Winter Springs and Seminole County. NOW, THEREFORE, in consideration of the enumerated public purposes stated herein, and the mutual covenants, terms, and conditions and restrictions contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Grantor provides as follows: 1. Grant of Easement. Grantor hereby voluntarily grants and conveys to Grantee, its successors and assigns, on behalf of the public, a non-exclusive and perpetual public recreational easement over, under, and across the real property described in Exhibit "A," which is attached hereto and fully incorporated herein by this reference ("Easement Property"), of the nature and character and to the extent hereinafter set forth ("Easement"). The said grant of easement includes the public's right of ingress and egress to the Easement Property. 2. Purpose of Easement. This public recreational easement is granted for the express purpose of allowing the public to have non-exclusive and perpetual Lise of the Easement Property for recreational purposes. It is the further express purpose to allow Grantee to improve the Easement property to promote recreational activities on the Easement property for the benefit of the public. 3. Rights of Grantee. To accomplish the public purpose stated above, the following rights are conveyed to Grantee by this Easement for the benefit of the public and may, at the Grantee's sole and absolute discretion and expense, be exercised at any time during the term of this Easement: a. To have the non-exclusive and perpetual use of the Easement Property for a broad range of recreational purposes which are deemed appropriate by Grantee; b. To prevent any activity on or use of the Easement Property that is inconsistent with the purpose of this Easement, and to require the restoration of areas or features of the Easement Property that may be damaged by an inconsistent activity or use; c. To use this Easement for ingress and egress over, upon, and through the Easement Property and to the parks and recreational spaces around the Easement Property; d. To cut, trim, and keep clean such trees, brush, and undergrowth that might hinder or prohibit Grantee's and the pubic's use of the Easement Property; e. To maintain, inspect, replace, repair, improve the Easement Property consistent with the recreational purposes set forth herein; f. To maintain, inspect, improve, replace, or repair the landscaping on the Easement Property; and g. To install recreational equipment, materials and accessories thereto on the Easement Property. 4. Temporary Rights of Grantor Until such time that Grantee completes construction of a public boulevard across parcel 6 and 7 or Grantee completes construction of a right-of-way, running north from State Road 434 to the Easement Property, Grantor shall personally have the right to cross the easement by automobile or pedestrian means, for purposes of ingress/egress between Grantor's remaining property located on either side of the Easement Property. The automobile crossing shall be by the parties so that the crossing at a location mutually agreed to causes the least interference to the public recreational purposes of this Easement. Upon completion of the construction of the public boulevard and/or the right-of- way, the aforementioned right shall automatically terminate and Grantor shall have the right to use the Easement Property in common with other members of the public, provided Grantor has the right to access their property on either side of the Easement Property by way of the boulevard and/or aforementioned right-of-way. 5. Maintenance. Grantee shall bear the cost and responsibility to maintain the Easement Property and any improvements made by Grantee therein in a safe condition. 2 6. Public Use. Grantor agrees that the Easement Property and any improvements made and equipment installed by Grantee thereon shall be dedicated for public use under the terms and conditions of this Easement. 7. Duty Not to Overburden Easement. Grantor and Grantee agree that they, individually and/or jointly, shall not surcharge or overburden the Easement and the use of the Easement Property as provided hereunder. 8. Remedies For Default. The parties agree that, in the event of default, there may not be an adequate remedy at law and, therefore, the aggrieved party shall be entitled to seek injunctive relief, including a mandatory injunction. 9. Easements Run with the Land. This Easement shall remain a charge against the Easement Property. Therefore, this Easement shall "run with the land" and be automatically assigned by any deed or other conveyance conveying a portion of the Easement Property relating to this Easement, even though the conveyance makes no reference to this Easement as such. 10. Attorney's Fees. In the event of any legal action arising under this Easement between the parties, the parties agree that the prevailing party shall be entitled to attorneys fees, paralegal fees, court costs and expenses, through all appellate proceedings. 11. Recordation. Grantee shall record this instrument in a timely fashion in the Official Records of Seminole County, Florida and may re-record it at any time as may be required to preserve its rights in this Easement. 12. Successors. The covenants, terms, conditions, rights, and restrictions ofthis Easement shall be binding upon, and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and assigns and shall continue as a servitude running in perpetuity with the Easement Property. 13. Grantee's Right to Terminate. Grantee shall have the right to terminate this Easement by written recorded notice of termination, at its sole and absolute discretion, if Grantee determines there is no longer a public need for this Easement. IN WITNESS WHEREOF, Grantor and Grantee have set forth their signatures on the day and year written below. WITNESSES: CITY OF WINTER SPRINGS Print Name: By: Paul P. Partyka, Mayor Print Name: 3 ST ATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2000, by PAUL P. PARTYKA, as Mayor, on behalf of the City of Winter Springs, who is/is not personally known to me, or has produced as identification. NOTARY PUBLIC Print Name: LEWIS BLUMBERG Print Name: ST ATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2000, by LEWIS BLUMBERG, who is/is not personally known to me, or has produced as identification. NOTARY PUBLIC Print Name: JUANITA D. BLUMBERG Print Name: 4 STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of 2000, by JUANITA D. BLUMBERG, who is/is not personally known to me, or has produced as identification. NOTARY PUBLIC 5