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HomeMy WebLinkAbout1998 07 13 Consent Item A COMMISSION AGENDA ITEM A CONSENT X INFORMATIONAL PUBLIC HEARING REGULAR July 13, 1998 Meeting MGR~/DEPT ,./j- Authorization REQUEST: Utility Department Requesting Authorization to Purchase 12.3 Acres of Vacant Land PURPOSE: The purpose of this Board item is to request authorization from the City Commission to Enter into a Vacant Land Contract for the Purchase of 12.3 Acres to be Used for Effluent Disposal at a Cost of $25,000 plus Closing Costs. CONSIDERATIONS: The purchase ofthis property is needed to enhance the wet weather effluent disposal capabilities of the wastewater system. The 12.3 acre parcel is located approximately 600 feet east of the intersection of Shore Road and Bahama Road. Of the 12.3 acres, 4.6 acres are non-contiguous uplands and the remaining 7.7 acres are wetlands. It is estimated that 40,000 gallons per day of effluent disposal could be realized on the uplands property. The City staff was first appoached last year as to whether we were interested in purchasing a 12.3 acre parcel that was remaining from the Earley Property which is being developed as Seville Chase. This parcel was detached and was not used for stoffilwater management or wetland mitigation although it is to remain as "undeveloped open space" per the Settlement Agreement. For effluent disposal, an irrigation system would be installed which is compatable with the conditions of the Settlement Ageement. July 13, 1998 Consent Agenda Item A Page 2 The City owns the adjacent property on to the north and west, which are sprayfields and percolation ponds, respectively. Both of the City's adjacent sites are used for effluent disposal as shown on the attached location maps. The property has had a boundary survey, a wetlands delineation, property appraisal and Phase 1 Environmental Site Assessment. All outcomes were satisfactory as shown in the attachments. FUNDING: The purchase price of the property is $25,000.00 which is the appraised value. Closing costs are estimated at $1,500 to $2,000. Funds are available from the Utility Enterprise Fund Reserves for this expenditure. RECOMMENDATION: It is recommended that authorization be given to enter into Vacant Land Contract for the purchase of 12.3 acres of property at a cost of$25,000 plus $2,000 closing costs payable from Utility Enterprise Fund reserves. IMPLEMENTATION SCHEDULE: The closing for the purchase of this property should occur within 45 days. Installation of the effluent disposal system would begin next fiscal after completion of the S.R. 434 median irrigation. ATTACHMENTS: I. Location Map 2. Boundary Survey 3. Vacant Land Contract 4. Appraisal (Summary) 5. Phase I Environmental Assessment (Summary) COMMISSION ACTION: ATTACHMENT NO.1 SOURCE: WREN ENGINEERING, P.A., 1998 Figure 3- 1 Aerial Photogaph (1995) Shore and Bahama Road Site Environmental Site Assessment Project No, : 23-01 Date: May 1998 City of Winter Springs Drawn By : DCW Checked By : STC ~fel't g;~?t/U;!ePt~~?, gq,.9'f Approved By : DCW ",r I LA I LA I. . ... .. 0 .. ... .. co I ... .. I.... I'J. II I II " .1 ,. II " " II .1.1 IS II lJ U .. 12 \ ----- ----- E - III. A I' - 1 10 I. 0 I 110. C II PERC PONDS I VACANT . ------ III "'.1 I 111 I It , ,.. ..1 I.A I I , I I It \ i I i \ I I l .0 1.0 - CONSER V A TION 71.0 I - , I r- -"~I I I '" :A tu ATTACHMENT NO.1 \ I \ \ .' \, 'I \ : \ i i I II It WINDING HOLLOW \ \ I I 1111.11 i' IJ I 1 I I ! I I ! I 1 I I i I I i \ i I I !' I i I I __--J..--.------l--------L-- \ . . SPRA YFIELDS 0.0 I I 9 : . \ ~, \ o : .. ..' If' If' III o I HI. a SPRA YFIELDS -----....-. 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J\!k. i!.!.. ~ ~ ~ COllER LINt OF m:fDC 663.10' 5" ffoc YtlRE FENa.: A PORTION OF lOT 100 BLOCK .0' ~ flAG Jo.c t .l.!!c I I I I .J ,,- ,,- ,,- ,,- ,,- ,,- )<' iuc 102 I I I ;I iuc 101 / / / A PORTION OF LOT 110 BLOCK .0. ~ Fucroo \ RE~ L Bt o ...; <0 CD REI.CAlNOE LOT li BLOCK 3: in 10 ;..... f'I o (I) C IOJ )> -I -I )> o I 3: m Z -I Z o '" A TT ACHMENT NO. 3 Vacant Land Contract 1. SALE AND PURCHASE: Seville Chase Development. LTD. 2200 Lucien Way. Suite 350. Maitland. FL 32751 ("Seller") and City of Winter Sprinl!s. A Florida Municipal Corporation. 1126 East S.R. 434. Winter Sprinl!s. FL 32708 ("Buyer") agree to sell and buy on the terms and conditions specified below the property ("Property") described as: Address: None Legal Description See Exhibit "A" including all improvements and the following additional property: None PRICE AND FINANCING 2. PURCHASE PRICE: $ 25.000 payable by Buyer in U.S. funds as follows: (a) $ -0- Deposit received (checks are subject to clearance) by for ("Escrow Agent") Signature Name of Company (b) $ -0- Additional deposit to be made by (c) -0- Total Financing (see Paragraph 3 below) (express as a dollar amount or percentage) (d) $ -0- Other: (e) $ 25.000 Balance to close (not including Buyer's closing costs, prepaid items and prorations). All funds paid at closing must be paid locally drawn cashiers check or wired funds. 3. CASH/FINANCING: (check as applicable) X (a) Buyer will pay cash for the Property with no financing contingency. CLOSING 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before 30 days , unless extended by other provisions of this Contract. If on Closing Date insurance underwriting is suspended, Buyer may postpone up to 5 days. 5. CLOSING PROCEDURE; COSTS: If title insurance insures Buyer for title defects arising between the title binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller and brokerage fees to Broker as per Paragraph 18. In addition to other expenses provided in this Contract, Seller and Buyer will pay the costs)ndicated below. (a) Seller To Pay No Closing Costs: (b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed and fmancing statements; loan expenses; pending special assessment liens; lender's title policy at the simultaneous issue rate; inspections;, survey and sketch; insurance; Other; Taxes on deed and all recordinQ costs: owners title insurance premium (c)Title Evidence and Insurance: (1) Seller will provide a Paragraph 8(a)(1) owner's title insurance commitment as title evidence. Seller Buyer will select the title agent. Seller Buyer will pay for the owner's title policy search, examination and related charges. Each party will pay it's own closing fees. (d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes, interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessment for the current year cannot be determined, the previous year's rates will be used with adjustment for any exemptions. (e) Tax Withholding: Buyer and Seller will comply with the Foreign Investment in Real Property Tax Act, which may require Seller to provide additional cash at closing if Seller is a "foreign person" as defined by federal law. PROPERTY CONDITION (l. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property's condition without the Buyer's written consent. (a) Residential Property only: Seller represents that, other than Seller does not know of any facts that materially affect the value of the Property other than those that Buyer knows or can readily observe, or of any violations of governmental laws, rules or regulations applicable to the Property in its existing use. (b) Flood Zone: Buyer is advised to verify by survey, with lender and with appropriate government agencies which flood zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property and rebuilding in the event of casualty. (c) Government Regulation: Buyer is advised that changes in government regulations and levels of service which affect Buyer's intended use of the Property will not be grounds for canceling this contract if the Feasibility Study Period has expired or if Buyer has checked choice (d)(2) below. (d) Inspections: )((1) Feasibility Study: Buyer will at Buyer's expenses and within _~ days from Effective Date (" Feasibility Study Period"), determine whether the Property is suitable, in Buyers sole and absolute discretion, for Buyer's Intended use. During the Feasibility Study Period, Buyer may conduct a phase I environmental assessment and other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of permits, government approvals, and licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain rezoning from the appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development of rezoning approvals, provided. Seller incurs no expense or liability in the application process or related proceeding. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller halmless from losses, damages, cost, claims, and expenses of any nature, including attorney's fees, and from liability to any person, arising from the conduct of any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the Property without Sellers prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition prior or conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property suitable for Buyer's intended use in its "as is: condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested parties. (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being satisfied that either public sewerage and water available to the Property or the Property will be approved for the installation of a well and/ or private sewerage disposal system and that existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental conditions are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations. 7. TUSK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written notice to the other within 10 clays from Buyer's receipt of Seller's notification, failing which Buyer will close in, accordance with this Contract and receive all payments made by government authority or insurance company, if any. TITLE 8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed. (a) Title Evidence: Title evidence will show legal access to the Property and remarketable title of record in Seller in accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of which prevent residential use of the Property: covenants, easements and restrictions of record; matters of plat; existing zoning and governmental regulations; oil, gas and mineral rights of record if there is no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at or before closing. Buyer will assume at Buyer's cost a Title Insurance Commitment. (1) A title insurance commitment issued by a Florida-licensed title insurer in the amount of the purchase price and subject only to title exceptions set forth in this Contract. (2) If Seller Possesses an Existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the Property recorded in the public records of the County where the Property is located Seller shall deliver Buyer a copy of same but Seller need not update same. However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as a base for reissuance of coverage. Seller will pay for copies of all policy exemptions and an update in a format acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to Seller then (1) above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date. (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt of title evidence but no later than closing, of any defects that make the title unmarketable. Seller will have 30 days from receipt of Buyer's notice of defects ("Curative Period") to cure the Seller's expense. If Seller cures the defense within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on Closing Date or within 10 days from Buyer's receipt of Seller's notice if closing date has passed. If Seller is unable to cure the defect within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from receipt of Seller's notice, either cancel this Contract or accept title with existing defects and close transaction. (See Addendum) (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written notice to Seller, within 5 days from receipt of survey but no later than closing of any encroachments on the Property, encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any such encroachment or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations will be determined in accordance with subparagraph (b) above . If any part of the property lies seaward of the coastal construction control line, Seller will provide Buyer with an affidavit or survey as required by law delineating the line's location on the property, unless Buyer waives this requirement in writing. MISCELLANEOUS 9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date in which the last of the parties initials or signs the latest offer. Time is of the essence for all provisions of this Contract. All time periods will be computed in business days ( a "business day" is every calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 5:00 p.m. local time (meaning in the county where the Property is located) of the appropriate day. 10. NOTICES: All notices will be made to the parties by mail, personal delivery or electronic media. Buyer's failure to deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies will render that contingency null and void and the Contract will be construed as is contingency did not exist. 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seller. Parties agree that there exists no brokerage agreements, no prior or present agreements will bind Buyer. Seller or Broker unless incorporated into this Contract. Modifications of this Contract will not be binding unless in writing, signed and delivered by the party bound. Signatures, initials, documents referenced in this contract, counterparts and written modification communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted or attached to this contract prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, al remaining provisions will continue to be fully effective. This Contract will not be recorded in any public records. 12. ASSIGNABILITY; PERSONS BOUND: Buyer may assign this Contract without Seller's written consent. The terms "Buyers," "Seller," and "Broker" may be singular or plural. This Contract is binding 011 the heirs, administrators, executors, personal representatives and assigns (if permitted) of Buyer, and Seller. DEFAULT AND DISPUTE RESOLUTION 13. DEFAULT:(a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without waiving the right to seek damages or to seek specific performance as per Paragraph 16. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated damages or to seek specific performance as per Paragraph 16. 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in question between the parties arising out of or relating to this Contract or its breach will be settled as follows: (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agents will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the Florida Real Estate Commission. Buyer and Seller will be bound by any resulting settlement order. (b) All other disputes: Buyer and Seller will have 30 days from the date of the dispute arises between them to attempt to resolve the matter through mediation, failing which the parties will resolve the dispute through neutral binding arbitration in the county where the property is located. The arbitrator may not alter the Contact terms or award any remedy not provided for in this Contract. The award will be based on the greater weight of the evidence and will state findings of fact and the contractual authority on which it is based. If the parties agree to use discovery-related disputes. Any disputes with a real estate licensee named in Paragraph 17 will be submitted to arbitration only if the licensee's broker consents in writing to become a party to the proceedings. This clause will survive closing. (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a settlement on the parties. Mediation will be in accordance with the rules of the American Mediation Association or other mediator agreed on by the parties. "Arbitration" is a process in which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decision is binding on the parties. Arbitration will be in accordance with the rules of the American Arbitration Association or other arbitrator agreed on by both parties. Each party to any arbitration will pay it's own fees, costs, and expenses, including attorney's fees, and will equalIy split the arbitrators' fee and administrative fees of arbitration. ESCROW AGENT AND BROKER 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with the terms of this Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to the Escrow Agents willful breach of this Contract or gross negligence. If Escrow Agent interpleads the subject matter of escrow, Escrow Agent will pay for filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. AlI claims against Escrow Agent will be arbitrated. ADDITIONAL TERMS This is intended to be a legally binding contract. If not fully understood, seek the advice of an attorney prior to signing. OFFER AND ACCEPTANCE (Check if applicable: OBuyer received a written real property disclosure statement from Seller before making this Offer.) Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a copy delivered to Buyer no later than a.m. p.m. Oil , this offer will be revoked and Buyer's deposit refunded subject to clearance of funds. DATE BUYER DATE BUYER Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver a copy of the acceptance to SelIeI' by 5:00 p.m. on .) Seller rejects Buyer's offer. F:ffl'ctive Date: (The date on which the last party signed or initialed acceptance of the linal offer.) ADDENDUM TO VACANT LAND CONTRACT Seller: Seville Chase Development, LTD. 2200 Lucien Way, Suite 350 Maitland, FL 32751 Buyer: City of Winter Springs A Municipal Corporation 1126 East S.R. 434 Winter Springs, FL 32708 The Property: See Exhibit "A" The purpose of this Addendum is to address additional issues relating to the purchase by Buyer and the sale by Seller of the "Property", and provide as follows: 1. Title Insurance/Title: The Parties agree that Buyer shall secure from a title insurance company of Buyer's choice, and at cost to Buyer, a title insurance policy relating to the Property. Title will be conveyed by Seller to Buyer pursuant to the Contract and in addition: A title insurance commitment issued by a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed to Buyer, an owner's policy oftitle insurance in the amount of the purchase price, insuring Buyer's title to the Real Property, subject only to liens, encumbrances, exception or qualifications provided in this Contract and those to be discharged by Seller at or before closing. Seller shull convey marketable title subject only to liens, encumbrances, exceptions or qualifications provided in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by <luthority of The Florida Bar and in accordance with law. Buyer shall have 30 days, if abstract, or 5 days, if title commitment, from date of receiving evidence of title to examine it. If title is found defective, Buy~r shall within 3 days thereafter, notify Seller in writing specifying the defect(s). If defect(s) render title unmarketable, Seller will have 30 days from receipt of notice to remove the defects, failing, which Buyer shall, within five (5) days after expiration of the thirty (30) days period, deliver written notice to Seller either: (1) extending the time for a reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the defects; or (2) requesting a refund of deposit(s) paid which shall be immediately returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, if title is found unremarkable, use diligent effort to correct defect(s) within the time provided therefor. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligation uncler this Contract. 2. Buyer and Seller each represent to the other that no real estate broker is involved in this transaction as a Broker, and that no real estate commission is due any Broker. If a Broker effectively asserts a right to a real estate commission relating to this transaction on this property, then the party found to have engaged the broker, if any, shall be solely responsible for any such commission and shall fully inc\enmify the other party for any such commission found owing to a broker. This provision shall survive the closing of this transaction. DONE AND AGREED this _ day of July, 1998 Witness: Name: Seller: Name: Witness: Name: Buyer: Name: EXHIBIT "A" A portion ofIand lying in Lots 100, 101, 110 and III of Block "D", D.R. Mitchell's survey of the "Moses E. Levy Grant" as recorded in Plat Book 1, Page 5, Public Records of Seminole County, Florida. Being more particulary described as follows: conm1ence at the Northeast corner of North Orlando Ranches Sec. 1, as recorded in Plat Book 12, Page 3, Public Records of Seminole County, Florida; thence run South 07 Degrees 11 '37" East, along the East boundary line of said North Orlando Ranches Sec. 1 for a distance of 20.93 feet to a point; thence departing said East boundary line, run North 83 Degrees 37'55" East for a distance of721.00 feet to the Point of Beginning; then continue North 83 Degrees 37'55" East for adistance of969.23 feet; thence run South 01 degrees 27' 55" West for a distance of 663.1 0 feet; thence run South 83 degrees 37'55" West for a distance of 663.1 0 feet; thence run North 24 degrees 33 '01" West for a distance of 691.44 feet to the said Point of Beginning. Contains 12.308 Acres more or less. J J J J j J J' j ] J"" .. ' J J J J J J J; J' JJ William P. Pardue, Jr., MAl, SRA Slale.Certltled Generel Apprelur 0000262 Robert L. Held, MAl, SRA SllIle.Certllled General Apprelser 0000043 Larry'A. Church, MAl, SRA Slala.Carllflod Gonoral Approlsor 0000599 E.E. Waller, III, MAl, SRA Slslo.Certlllsd Gsnsro' Approls.r 0000067 ATTACHMENT NO.4 PARDUE-HElD CHURCH-SMITH & WALLER INC. ~'~I':;::C;"~:f!,C:~~.ifIDjo~..it';Q;.e~ Robert Moreyra, MAl SIOlo.Corlllloci Gonerel Appreloer 0000534 APPRAISERS . REALTORS CONSULTANTS. MARKET ANALYSTS I:!It~'Q~~I~~!ZU""liO!.:.~~~ November 28, 1997 City of Winter Springs Utility Department 110 North Flamingo Avenue Winter Springs, Florida 32708 Attention: Kipton Lockcuff, P.E. Utility Director Gentlemen: As requested, we have appraised the 12.308 acres of vacant land located west of Shore Road and north of the Florida Power Corporation utility easement, in Winter Springs, Seminole County, Florida. We previously completed an appraisal of the subject property, effective February 15, 1997, for the City of Winter Springs. This new appraisal, effective November 26, 1997, takes into consideration additional information regarding the subject property, including the revised boundary survey I dated August 27, 1997, and the Settlement Agreement between the City of Winter Springs and Hubert R. Earley, dated December 2, 1994. This is a restricted appraisal report which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(c) of the Uniform Standards of Professional Appraisal Practice for a Restricted Appraisal Report. As such, it presents summaries of the data, reasonJ.ng, and analyses that were used in the appraisal process to develop the appraisers I opinion of value. Supporting documentation concerning the data, reasoning, and analyses is retained in the. appraisers I file. This appraisal report cannot be understood properly without additional information contained in the appraisers' file . Use of this report is restricted to the client for the intended use stated .below. The appraisers are not responsible for the unauthorized use of this report. Furthermore, in accordance with a prior agreement between the client and the appraisers, this report is the result of a limited appraisal process, in that certain allowable departUres from specific guidelines of the Uniform Standards of Professional Appraisal Practice (US PAP) were invoked. The intended user of this report is warned that the reliability of the value conclusion provided may be impacted to the degree there is departure from specific guidelines of USPAP. The primary departure is that we have not estimated an exposure time for the subject property. 1403 WEST COLONIAL DRIVE ORLANDO, FLORIDA 32804.7199 (407) 841.3802. FAX (407) 841.1543 lI:!Mjretr!m'li/~la~-"-1O"Jllll!'WF.:iiJIEQ;I.t;il.II\1l1!E1'll!'lmo\l.'Jlll'-!'lIiI1!'.;IoIl..~~.;c;\=.Illl:ft~~tIllll!ll.l:l:llIJ\M1'U!Il TAMPA AFFILIATED OFFICES IN FLORIDA: PINELLAS COUNTY WEST PALM BEACH FT. LAUDERDALE -] j j' JI J; -l J' 4\ J j' J\ -l -3, -l -l; -l -l -l -3,' Page II November 28, 1997 The purpose of the appraisal is to estimate the market value of the fee simple interest in the subject property as pf November 26, 1997. The function of the appraisal is to assist the 'client in determining a purchase price for the subject property. As a result of our investigation into those matters which affect market value, and by virtue of our experience and training, we have formed the opinion that, effective November 26, 1997, the market value of the fee simple interest in the subject property was: Twenty-Five Thousand Dollars ($25,000) . The appraisal analyses I opinions and conclusions were developed and this appraisal report has been prepared in conformance with (and use of this report is subject to) the Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute. . This letter of transmittal precedes the restricted appraisal report, further describing the property and containing the reasoning and most pertinent data leading to the final value estimate. Your attention is directed to the "General Assumptions ", "General Limiting Conditions", and "Cenificate of Appraisal" which are considered usual for this type of assignment and have been included within the text of this report. RV:JFM:cls AC970407 Respectfully Submitted, Pardue, Heid, Church, Smith & Waller, Inc. ~~. VL-. Robert Von, Senior Appraiser State-Certified General Appraiser 0001604 John ~c~ ~~ppraiser State-Certified General Appraiser 0002226 ~ I A TT ACHMENT NO. 5 REPORT PHASE I ENVIRONMENTAL SITE ASSESSMENT SHORE AND BAHAMA ROAD SITE WINTER SPRINGS, FLORIDA PREPARED FOR: THE CITY OF WINTER SPRINGS CONFIDENTIAL AND PRIVILEGED ,I :\ H I' f I ! i II ~ ~ ij Ji I' i! II I .' PREPARED BY: <fIJ/'en/g~ ~Jt. Engineers, Geologists, Scientists 398 Amethyst Court Lake Mary, Florida May 26, 1998 I; 7.0 CONCLUSIONS Wren Engineering has determined that there are no environmental c?ncerns related to the subject property. The site is currently undeveloped and heavily vegetated. A small creek flowing from south to north dissects the site. A wetland survey performed for the City indicated that of the total 12.3 acres, 4.59 acres more or less constituted upland areas and the other 7.715 acres more or less were classified as wetland areas. This conclusion is based on the limits of the investigation described in this report. Wren Engineering, P.A. can offer no assurances and assumes no responsibility for site conditions or activities which were outside the scope of the inquiry requested by the City of Winter Springs. In performing its investigations, Wren Engineering has used reasonable care and has performed its work in keeping with industry standards and standard agency procedures as appropriate. It should be understood by the City of Winter Springs that Wren Engineering has relied on the accuracy of documents, oral information, and other material and information provided by sources documented in this report. There can be no assurance, and Wren Engineering offers no assurance, that site conditions do not exist or could not exist in the future which were undetected and which could lead to liability in connection with the site. Similarly, past and present activities on the site indicating potential environmental concerns may not have been discovered by Wren Engineering's inquiries. Such activities may include those that would indicate the potential for regulated hazardous substances at the site. Wren E~gine~ri.ng has .analyzed the information obtained in its limited investigation in keeping with eXisting environmental standards and enforcement practices, but cannot accurately predict what actions any given agency may take presently or what standards and practices may apply to the site in the future. . 7-1 Vacant Land Contract 1. SALE AN)) PUR~HASE: Seville Chase Development. LTD. 2200 Lucien Way. Suite 350. Maitland. FL 32751 ("Seller") and City of Winter Sprines. A Florida Municipal Corporation. 1126 East S.R. 434. Winter Sprin~s. FL 32708 ("Buyer") agree to sell and buy on the terms and conditions specified below the property ("Property") described as: Address: None Legal Description See Exhibit "A" including all improvements and the following additional property: None PRICE AND FINANCING 25.000 payable by Buyer in U.S. funds as follows: Deposit received (checks are subject to clearance) _ ~y for ("Escrow Agent") 2. PURCHASE PRICE: $ (a) $ -0- Signature Name of Company (b) $ -0- Additional deposit to be made by (c) $ -0- TotalFinancing (see Paragraph 3 below) (express as a dollar amount or percentage) (d) $ -0- Other: , ( e) $ 25.000 Balance to close (not including Buyer's closing costs, prepaid items and prorations). All funds paid at closing must be paid locally drawn cashiers check or wired funds. 3. CASH/FINANCING: (check as applicable) X (a) Buyer will pay cash for the Property with no financing contingency. CLOSING 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before 30 days , unless extended by other provisions of this Contract. If on Closing Date title insurance underwriting is suspended, Buyer may postpone up to 5 days. 5. CLOSING PROCEDURE; COSTS: If title insurance insures Buyer for title defects arising between the title binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller. In addition to other expenses provided in this Contract, Seller and Buyer will pay the costs)ndicated below. (a) Seller To Pay No Closing Costs: (b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed. and financing statements; loan expenses; pending special assessment liens; inspections; survey and sketch; insurance; Other; Taxes on deed and all recording costs: owners title insurance premium. (c)Title Evidence and Insurance: (1) Seller will provide a Paragraph 8(a)(I) owner's title insurance commitment as title evidence. Seller,~will select the title agent. Seller ~will pay for the owner's, title policy search, examination and related charg~h party will pay it's own closing fees. (d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes, interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessment for the current year cannot be determined, the previous year'sTates will be used with adjustment for any exemptions. (e) Tax Withholding: Buyer and Seller will comply with the Foreignlnvestment in Real Property Tax Act, which may require Seller to provide additional cash at closing if Seller is a "foreign person" as defined by federal law. PROPERTY CONDITION 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property's condition without the Buyer's written consent. . (a) Residential Property only: Seller represents that, other than Seller does not know of any .facts that materially affect the value of the Property other than those that Buyer knows or call readily observe, or of any violations of governmental laws, rules or regulations applicable to the Property in its existing use. (b) Flood Zone: Buyer is advised to verify by survey, with lender and with appropriate government agencies which flood zone the Property is in, whether flood insurance is required and what restrictions apply to' improving the Property and rebuilding in the event of casualty. (c) Government Regulation:. Buyer is advised that changes in government regulations and levels of service which affect Buyer's intended use of the Property will not be , grounds for canceling tl1is contract if the Feasibility Study Period has expired or if Buyer has checked choice (d)(2) below. (d) Inspections: ~(1) Feasibility Study: Buyer will at Buyer's expenses and within ~ days from Effective Date (" Feasibility Study Period"), determine whether the Property is suitable, in Buyers s91e and absolute discretion, for Buyer's Intended use. During the Feasibility Study Period, Buyer may conduct a phase 1 envirollinental assessment and other tests~ analyses, surveys and investigations ("Inspections") that Buyer deems necessary to'detern1ine to Buyer's satisfaction the Property's engineering, architectural and. environmental properties;' zoning and zoning restrictions; subdivision statutes; soil and grade; availability of pennits, , government approvals, ,and licenses; and other Inspect"ions that Buyer deems -appropriate to detelmine the Property's suitability for the Buyer's intended use. If the Property must be rezoned,> Buyer will obtain rezoning from the appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development of rezoning approvals, provided. Seller incurs no expense or liability in the application process or related proceeding. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of -' conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, cost, claims, and expenses of any nature, including attorney's fees, and from liability to any person, arising from the conduct of any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the Property without Sellers prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition prior or conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property suitable for Buyer's intended use in its "as is: condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested parties. (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being satisfied that either public sewerage and water available to the Property or the Property will be approved for the installation of a well and/ or private sewerage disposal system and that existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental conditions are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations. 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in, accordance with this Contract and receive all payments made by government authority or insurance company, if any. TITLE 8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed. (a) Title Evidence: Title evidence will show legal access to the Property and remarketable title of record in Seller in accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of which prevent residential use of the Property: covenants, easements and restrictions of record; matters of plat; existing zoning and governmental regulations; oil, gas and mineral rights of record if there is no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at or before closing. Buyer will assume at Buyer's cost a Title Insurance Commitment. ~~~~ . I I ! (1) A title insurance commitment issued by a Florida-licensed title insurer in the amount of the purchase price and subject only to title exceptions set forth in this Contract. (2) If Seller Possesses an Existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the Property recorded in the public records of the County where the Property is located Seller shall deliver Buyer a copy of same but Seller need not update same. However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as a base for reissuance of coverage. Seller will pay for copies of all policy exemptions and an update in a format acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to Seller then (1) above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date. (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt of title evidence but no later than closing, of any defects that make the title unmarketable. Seller will have 30 days from receipt of Buyer's notice of defects ("Curative Period") to cure the Seller's expense. If Seller cures the defense within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on Closing Date or within 10 days from Buyer's receipt of Seller's notice if closing date has passed. If Seller is unable to cure the defect within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 ,days from receipt of Seller's notice, either cancel this Contract or accept title with existing defects and close transac.tion. (See Addendum) (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense~ have the Property surveyed and deliver written notice to Seller, within 5 days from receipt of survey but no later than closing of any encroachments on the Property, encroachments by the Property's improvements on other lands, or deed restriction or zoning violations. Any such encroachment or violation wiIi be treated in the same manner as a title defect and Buyer's and Seller's obligations will be detennined in accordance with subparagraph (b) above . If any part of the property'lies seaward of the coastal constmction control line, , Seller will provide Buyer with an affidavit or survey as required by law delineating the line's location on the property, unless Buyer waives this requirement in writing. MISCELLANEOUS 9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date in which the last of the parties initials or signs the )atest offer. Time is of the essence for all provisions of this Contract. All time periods will be computed in business days (a "business day" is every calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 5:00 p.m. local time (meaning in the county where the Property is located) of the appropriate day. 10. NOTICES: All notices will be made to the parties by mail, personal delivery or electronic media. Buyer's failure to deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies will render that contingency null and void and the Contract will be construed as is contingency did not exist. 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seller. Parties agree that there exists no brokerage agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract. Modifications of this Contract will not be binding unless in writing, signed and delivered by the party bound. Signatures, initials, docum~nts referenced in this contract, counterparts and written modification communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted or attached to this contract prevail over preprinted terms. If any provision of this Contract is or becomes invalid or u,nenforceable, al remaining provisions will continue to be fully effective. This Contract will not be recorded in any public records. 12. ASSIGNABILITY; PERSONS BOUND: Buyer may assign this Contract without Seller's written consent. The terms "Buyers," "Seller," and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, personal representatives and assigns (if permitted) of Buyer, and Seller. DEFAULT AND DISPUTE RESOLUTION 13. DEF AUL T:(a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, refuses or neglects to perfornl this Contract, Buyer may choose to receive a retum of Buyer's deposit without waiving the Tight to seek damages or to seek specific perfonnance. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including tin~ely payment of all deposits, Seller may choose to retain and collect all deposits paid and ' agreed to be paid as liquidated damages or to seek specific performance as per Paragraph 16. 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in question between the parties arising out of or relating to this Contract or its breach will be settled as follows: (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agents will submit the dispute, if so required by Florida law, to a Florida court or the Florida Real Estate Commission. Buyer and Seller will be bound by any resulting settlement order. (b) All other disputes: Buyer and Seller will have 30 days from the date of the dispute arises between them to attempt to resolve the matter through mediation, in the county where the property is located. The mediator may not alter the Contact terms or award any remedy not provided for in this Contract: The award will be based on the greater weight of the evidence and will state findings of fact and the contractual authority on which it is based. Parties agree to use discovery-related disputes. This clause will survive closing. (c) Mediation; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a settlement on the parties. Mediation will be in accordance with the rules of the American Mediation Association or other mediator agreed on by the parties. , , ESCROW AGENT AND BROKER 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with the terms of this Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to the Escrow Agents willful breach of this Contract or gross negligence. If Escrow Agent interpleads the subject matter of escr,ow, Escrow Agent will pay for filing fees and costs from the deposit and will recover reasonable attorney's fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. ADDITIONAL TERMS This is intended to be a legally binding'contract. If not fully understood, seek the advice of an attorney prior to signing. OFFER AND ACCEPTANCE (Check if applicable: JoBuyer received a written real property disclosure statement from Seller before making this Offer.) Buyer offers to purchase the Property on the above tenus and conditions. Unless this Contract is signed by Seller and a copy delivered to Buyer no later than a.m. p.m. on , this offer will be revoked and Buyer's deposit refunded subject to clearance of funds. DATE ?ti'7-'J~ BUYER-/~W. m{'~ .~ -z."d.~10SELLER . / DATE ADDENDUM TO VACANT LAND CONTRACT Seller: Seville Chase Development, LTD. 2200 Lucien Way, Suite 350 Maitland, FL 32751 Buyer: ' City of Winter Springs A Municipal Corporation 1126 East S.R. 434 Winter Springs, FL 32708 The Property: See Exhibit "A" The purpose of this Addendum is to address additional issues relating to the purchase by Buyer and the sale by Seller of the "Property';, and provide as follows: 1. Title Insurance/Title: The Parties agree that Buyer shall secure from a title insurance company of Buyer's choice, and at cost to Buyer, a title insurance policy relating to the Property. Title will be conveyed by Seller to Buyer pursuant to the Contract and in addition: A title insurance commitment issued by a Florida licensed title insurer agreeing to issue Buyer, upon recording of the deed to Buyer, an owner's policy of title insurance in the an10lmt of the purchase price, insuring Buyer's title to the Real Property, subject only to liens, encumbrances, exception or qualifications provided in this Contract and those to be discharged by Seller at or before closing. Seller shall convey marketable title subject only to liens, encumbrances, exceptions or qualifications provided in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer sha}l have 30 days, if abstract, or 5 days, if title commitment, from'date of receiving evidence of title to examine it. If title is found defective, Buyer shall within 3 days thereafter, notify Seller in writing specifying the defect(s). If defect(s) render title unmarketable, Seller will have 30 days [Tom receipt of notice to remove the defects, failing, which Buyer shall, within five (5) days after expiration of the thirty (30) days period, deliver written notice to Seller either: (1) extending the time for a reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the defects; or (2) requesting a refund of c1eposit(s) paid which shall be im~nediately returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is. Seller shall, iftitle is found unremarkable, use diligent effort to correct defect(s) within the time provided therefor. If Seller is unable to timely correct the defects, Buyer shall either waive the defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligation under this Contract. 2. Buyer and Seller each represent to the other that no real estate bi-oker is involved in this transaction as a Broker, and that no real estate commission is due any Broker. If a Broker effectively asserts a right to a real estate commission relating to this transaction on this property, then the party found to have engaged the broker, if any, shall be solely responsible for any such commission and shall fully indemnify the other party for any such commission found owing to a broker. This provision shall survive the closing of this transaction. DONE AND AGREED this 0.L day of July, 1998 Witness d 1P ~~ ~k~__ /~~~ Seller: ./ ,/ Witness: ~t),m~ Buyer: EXIDBIT "A" A portion ofland lying in Lots 100, 101, 110 and 111 of Block "D", D.R. Mitchell's survey of the "Moses E. Levy Grant" asrec~rded in Plat Book 1, Page 5, Public Records of Seminole County, Florida. Being more particularly described as follows: commence at the Northeast corner of North Orlando Ranches Sec. 1, as recorded in Plat Book 12, , , Page 3, Pubiic Records of Seminole County, Florida; thence run South 07 Degrees 11'37" East, along the East boundary line of said North Orlando Ranches Sec. 1 for a distance of20.93 feet to a point; thence departing said East boundary line, run North 83 Degrees 37'55" East for a distance ofnl.OO feet to the Point of Beginning; theri continue North 83 Degrees 37'55" East for a distance of 969.23 feet; thence run South 01 degrees 27' 55" West for a distance of 663.10 feet; then.ce run South 83 degtee~ 37' 55" West for a distance of 663.10 feet; thence run North 24 degrees 33' 01 " West for a distance of 691.44 feet to the said Point of Beginning. , . Contains 12.308 Acres more or less.