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HomeMy WebLinkAboutBlumberg, Juanita D. Purchase and Sale -2004 12 27 CONTRACT FOR PURCHASE AND SALE THIS CONTRACT FOR PURCHASE AND SALE ("Contract") is made by and between JUANITA D. BLUMBERG, a widowed women and the ESTATE OF LEWIS BLUMBERG (collectively "Seller"), and the CITY OF WINTER SPRINGS, a Florida municipal corporation ("Buyer"). For and in consideration of the sum ofTEN AND NO/I00 DOLLARS ($10.00), the premises and the mutual covenants and obligations created hereby, as well as other good and valuable considerations, Buyer agrees to buy and Seller agrees to sell the following described real property subject to and upon the terms and conditions set forth below. The effective date ofthis Contract (the "Effective Date") shall be the date upon which the last of Seller and Buyer shall have signed this Contract. ARTICLE I -PROPERTY The real property (the "Property") which is the subject matter of this Contract is approximately .036 acres and generally located at the northwest intersection of Doran Drive and East State Road 434, in the City of Winter Springs, and which is more particularly described in Exhibit" A" attached hereto and made a part hereof. ARTICLE II -PURCHASE PRICE AND DEPOSITS Purchase Price. The purchase price (the "Purchase Price") for the Property shall be Eleven Thousand Three Hundred Sixty and Noll 00 Dollars ($11,360.00). ARTICLE III -CLOSING AND CLOSING DATE The transaction contemplated by this Contract shall be closed (the "Closing"), the Purchase Price paid to Seller, and the deed, and the exclusive possession of the Property, free of all occupants, shall be delivered to Buyer at Closing. The closing date shall be on or before sixty (60) days following the Effective Date. ARTICLE IV -TERMS AND CONDITIONS The additional terms and conditions of this Contract are as follows: 4.1. Evidence of Title. Buyer, at Buyer's expense and within thirty (30) days from the Effective Date shall obtain a title insurance commitment (the "Title Commitment") to issue an AL T A Owner's Title Insurance Policy - Form B from a title insurance company acceptable 1 to Buyer (the "Title Insurance Company") in the amount of the Purchase Price, naming Buyer as the proposed insured. The Title Commitment shall show good, marketable and insurable fee simple title to the Property to be vested in Seller, liens, encumbrances, exceptions and qualifications which will not interfere with or impair the Property's use; exceptions permitted by the provisions of this Contract; and those exceptions which are capable of and are actually to be discharged by Seller at or before Closing (all other exceptions to title being deemed title defects for purposes of this contract). Legible and complete copies of all instruments listed as exceptions to title (commonly identified as Schedule B-II exceptions in the Title Commitment) shall be delivered with the Title Commitment. If title is found to be defective, Buyer shall, within ten (10) days from the date it receives the Title Commitment, notify Seller in writing to that effect specifying the defects. Seller shall have twenty (20) days from the receipt of Buyer's notice specifying the title defects to cure the defects and, if after said period Seller shall not have cured the defects, or if Seller shall not have progressed to a point where the defects are certain to be remedied prior to Closing, or where the removal of such defects is not otherwise assured to Buyer's satisfaction, Buyer shall have the option of (i) accepting the title "as is" without a reduction in the Purchase Price, or (ii) demanding a refund of the Deposit which Escrow Agent shall forthwith return to Buyer and thereupon Buyer and Seller shall each be released from all further obligations to each other respecting matters arising from this Contract. 4.2. Survey. Buyer may, at Buyer's expense, obtain a survey of the Property (the "Survey") prepared by a licensed Florida land surveyor within the last thirty (30) days, or in the alternative, an update of an earlier survey re-dated to a point in time within the last thirty (30) days which complies with the Minimum Standard Detail Requirements for ALTAJACSM Land Title Surveys adopted in 1997. If the Survey shows any encroachments onto the Property and/or improvements located outside its boundaries or encroachments by improvements principally located on the Property over required setback lines or over onto the property of others or onto any public right-of-way adjacent to the Property, or ifit is apparent that the Property violates existing title covenants and/or applicable zoning laws or ordinances, Buyer shall, on or before the date by which Buyer must notify Seller of title defects under Section 4.1 hereof, notify Seller in writing to that effect specifying the defects. Seller shall have until thirty (30) days from receipt of Buyer's notice specifying the Survey defects in which to cure such defects. If after said period Seller shall not have cured the defects, or if Seller shall not have progressed to a point where the defects are certain to be remedied at or prior to Closing, Buyer shall have the option of (i) accepting the condition of the Property as disclosed in the Survey in an "as is" condition and close without a reduction in the Purchase Price, or (ii) Buyer and Seller shall each be released from all further liabilities and obligations to each other with respect to all matters arising from this Contract. The parties acknowledge that upon the execution of this Contract the only available legal description of the Property was the legal description of the Property contained within Section I of the Contract. 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 2 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. 4.3. Conveyance. Seller shall convey title to the Property to Buyer by Warranty Deed (the "Deed"), subject only to: (i) taxes for the year of Closing; and (ii) matters disclosed in the title evidence provided to and accepted or deemed acceptable by Buyer. 4.4. Closing Affidavit. At the Closing, Seller shall furnish Buyer with an affidavit (i) testifying to the absence of any claims, encumbrances, taxes, assessments, liens or potential lienors known to Seller not disclosed in the Title Commitment and Deed, (ii) further attesting that there have been no improv~ments to the Property by or through Seller for the ninety (90) day period immediately preceding the date of Closing, the cost of which remains unpaid, (iii) agreeing to take no action prior to recording the Deed which would adversely affect the title to the Property, (iv) testifying that possession ofthe Property is subject only to those matters accepted by Buyer pursuant to the terms hereof, if any, and that Seller is otherwise in exclusive, peaceable and undisputed possession of the Property, and (v) testifying that there are no actions or proceedings now pending in any state or federal court to which Seller is a party including, but not limited to, proceedings in bankruptcy, receivership or insolvency, which would affect the Property, the title to the Property or Seller's ability to close on the sale of the Property to Buyer except as disclosed in the Title Commitment. Seller shall also furnish such other evidence, affidavits or information required by the Title Insurance Company so that the Title Insurance Company will be able to eliminate all standard exceptions from the Title Commitment at Closing, except for taxes for the year of Closing which are not yet due or payable. 4.5. Place of Closing. Closing shall be held by express courier or at the offices of Escrow Agent, if any, or such other location as is mutually agreed upon by Buyer and Seller. 4.6. Documents for Closing. Buyer's attorney shall prepare the Deed, Seller's affidavit, closing statement, and any corrective instruments that may be required in connection with perfecting title. 4.7. Expenses. State documentary tax for the Deed and the cost of recording all corrective documents needed to complete the transaction shall be borne by Buyer. Buyer shall pay for the owner's title insurance premium and recording the Deed. 4.8. Proration of Taxes: Real and Personal. Taxes shall be prorated based upon the current year's tax based on the highest discount available at Closing. If the Closing occurs on a date when the current year's taxes are not fixed and the current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated based on the prior year's tax. If the Property is assessed as part of a larger tract of land and a "cut out" is not 3 available from the tax assessor at the time of Closing, the taxes for the Property shall be estimated and prorated based upon the ratio of the size of the Property in relation to the overall tract of which the Property forms a part, taking into consideration matters of zoning as described in the tax assessor's records. Any tax proration based on an estimate may, at the request of either party, be subsequently readjusted upon receipt of the actual tax bill. This provision for reproration shall survive the Closing. 4.9. Special Assessment Liens. Special assessment liens which are certified, confirmed and ratified as of the date of Closing are to be paid by Seller. Special assessment liens which are certified, confirmed and ratified but payable in installments post-Closing shall be paid in full by Seller at Closing. Special assessment liens pending as of the date of Closing shall be assumed by Buyer; provided, however, that if the improvements which form the basis for such special assessment are substantially completed as of the date of Closing they shall be deemed to have been certified, confirmed or ratified and Buyer shall, at Closing, be credited with an amount equal to the last estimate of the assessment for the improvement made by the appropriate public body. 4.1 O. Attorneys' Fees and Costs. In the event there should be any litigation or claim between the parties hereto arising out of this Contract, the prevailing party shall be entitled to recover all attorneys' fees and costs, and if the matter is appealed to a higher court, such attorneys' fees include appellate court costs and attorneys' fees. 4.11. Default. If either party fails to perform any of its covenants set forth in this Contract or the other party shall have, as its sole and exclusive remedies, the election of either (i) terminating the agreement or (ii) the right of specific performance against the other. 4.12. Severability. If anyone or more of the provisions of this Contract is held invalid, illegal or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the remaining provisions of this Contract shall be construed to best carry out the original intent of the parties hereto. 4.13. Complete Agreement. This Contract evidences the complete understanding of the parties hereto as respects the matters addressed herein. No agreement or representation, unless set forth in this Contract, shall bind either of the parties hereto. 4.14. Notices. Notices to Seller and Buyer shall be deemed delivered (i) when hand delivered, or (ii) one (1) business day following delivery to an express delivery courier, such as Federal Express, or (iii) three (3) days following deposit in U.S. mail, certified, return receipt requested. Notice shall be given to the following addresses: To Seller: Juanita D. Blumberg P.O. Box 195430 Winter Springs, FL 32719-5430 4 wlcopy to Tom Harbert, Esquire Mateer & Harbert, P.A. P.O. Box 2854 Orlando, FL 32802-2854 To Buyer: Attn: City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32707. wi copy to Anthony A. Garganese, Esquire Brown, Garganese, Weiss & D' Agresta, P.A. P.O. Box 2873 Orlando, FL 32802-2873 4.15. FIRPT A- Right to Withhold. Seller agrees that Buyer may deduct and withhold from the Purchase Price provided in Article II hereof, a tax in the amount of ten percent (10%) of the amount realized (as that term is used in Section 1445(a) of the Internal Revenue Code) by Seller pursuant to this Contract, except upon the occurrence of either (1) or (2) below: (1) At or prior to Closing, Seller provides to Buyer a Certificate of Non-Foreign Status or a Non-USRPHC Statement described in and complying with Section 1445(b)(2) or (3) of the Internal Revenue Code of 1986, as amended (the "Code") (all references to Section or the Code include any successor provisions thereto and any Treasury Regulations promulgated in connection thereto) and Buyer has no knowledge or notice that such Certificate or Statement is false; or (2) At or prior to Closing, Buyer received a withholding certificate described in Temp. Treas. Reg. Section 1. 1445-3T or Rev. Proc. 85-41. Buyer agrees that any amount deducted and withheld pursuant to this Section shall be remitted to the Internal Revenue Service in accordance with Section 1445 of the Code and the Regulations thereunder. 4.16. Environmental Status. Seller warrants and represents to Buyer that, to Seller's best knowledge and belief, (i) the Property is free of all hazardous waste or substances except as may be permitted by applicable law; (ii) that the Property has been operated and maintained in compliance with all applicable environmental laws, statutes, ordinances, rules and regulations; (iii) no release of any hazardous waste or substances has taken place on the Property, (iv) no migration of hazardous waste or substances has taken place from the Property which would cause the release of any hazardous waste or substance on any 5 adjoining lands or any other lands in the vicinity of the Property; and (v) there are no bulk or underground tanks on or in the Property, and, no bulk or underground storage tanks have ever been located on or in the Property. The term hazardous waste or substances shall include those substances included within the definitions of "hazardous substances", "hazardous materials", "toxic substances", or "solid waste" in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C. Section 180 I, et seq., and in the regulations promulgated pursuant to said laws or any replacement thereof; such other substances, materials and wastes which are or become regulated under applicable local, state or federal law, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. Additionally, Seller has no notice or knowledge of the on-site existence of any "Endangered and Threatened Species", flora and fauna as identified by the U.S. Fish and Wildlife Service's "List of Endangered and Threatened Wildlife and Plants" as may be amended from time to time. Seller further warrants no knowledge of the on-site existence of any upland conservation areas which are preserved, or may be preserved, for the purposes of providing of wildlife habitat. 4.17. Right of Inspection. During the term of this Contract, Buyer, its agents, employees and representatives, may have access to the Property and the records of the Property (including those on file with any governmental agency) at all reasonable times subsequent to the Effective Date of this Contract with the right, at Buyer's expense, to inspect the Property and to conduct all tests and borings thereon as Buyer, its licensed engineers, surveyors and the like shall deem reasonably necessary or desirable to fulfill the tests and investigations contemplated by the Contract. Any entry on or to the Property by Buyer or its authorized representatives pursuant to the provisions hereof shall be at the risk of Buyer, and Buyer hereby indemnifies, protects, and holds Seller harmless and agrees to defend Seller from and against any and all claims, demands, losses, damages, and liabilities (including but not limited to personal injury and property damage claims and mechanics' or other liens), together with related costs and expenses, including reasonable attorney fees and litigation costs, caused by Buyer or Buyers' agents on or to the Property. In addition, Buyer shall keep the Property free from any liens which could arise as a result of the exercise by Buyer of any of its rights hereunder. Each party shall keep confidential the results of all financial statements, reports or other information provided to or generated by the other party and will not disclose any such information to any person other than: (i) those employed by Buyer or Seller, respectively; (ii) those who are actively and directly participating in the evaluation of the Property and the negotiation in the evaluation of the Property and the negotiation and execution of this Contract or financing of the purchase of the Property; (iii) governmental, administrative, regulatory or judicial authorities with respect to the investigation of the compliance of the Property with applicable legal requirements; and (iv) as required by law or court order; provided, however, that the party required to disclose by law or court order shall immediately give the other party notice in order to enable the other party to seek a protective 6 order from such disclosure. The provisions of this Section 4.17 shall survive the Closing or earlier termination of this Contract. 4.18. WAIVER OF TRIAL BY JURY. SELLER AND BUYER HEREBY MUTUALLY, VOLUNT ARIL Y AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HA VE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CONTRACT OR ANY AGREEMENT CONTEMPLATED TO BE DELIVERED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF SELLER AND BUYER ENTERING INTO THIS CONTRACT. ARTICLE V -SPECIAL CONDITIONS Seller has made a limited number of representations and warranties to Buyer in this Contract. In consideration of Buyer waiving additional conditions, representations or warranties from Seller, Seller and Buyer hereby agree as follows: 5.1. Inspection Period. Buyer shall have until Closing (herein the "Inspection Period") in which to conduct an investigation of the Property, including, by way of illustration and not in limitation and subject to Section 4.17: inspections as to the physical condition of the Property, investigate the availability of utilities, status of zoning or ability to rezone, zoning codes, building codes, physical condition and any other condition or characteristic of the Property which Buyer may deem necessary or relevant to Buyer in purchasing the Property. Should Buyer become dissatisfied or concerned with the result of any such investigation, search, inquiry or report as contemplated hereby, then Buyer may, prior to the expiration of the Inspection Period, terminate this Contract by written notice thereof to Seller. 5.2. Delivery of Materials. Within five (5) days after the Effective Date ofthis Contract, Seller shall deliver to Buyer copies of all existing studies, tests, environmental audits, soil borings results, surveys, site plans, reports, plans, permits, petitions, warranties, applications, certificates, reservations, agreements, development orders, approvals and related materials in its possession relating to the Property. 5.3. Intended Use ofthe Property. The parties acknowledge that Buyer intends to use the Property for the construction and expansion of public rights-of-way. Buyer reserves the right to make modifications to the Intended Use as Buyer reasonably deems appropriate. 5.4. Brokerage. Both parties agree that Buyer and Seller hereby represent to each other that neither party has dealt with or engaged a broker with respect to the transaction contemplated herein. Each party hereby agrees to indemnify the other from and against any 7 claim for brokerage commission or finder's fee asserted by any other person, firm or corporation claiming by, through or under said party. 5.5. As Is. Buyer acknowledges that, except as expressly stated in Section 4.16 above, Seller has made no representations or warranties, written or oral, express or implied, with respect to the Property (including, without limitation, the Lease). Buyer is relying upon its own expertise and upon its own investigation of the Property and accordingly, Buyer shall acquire the Property AS IS; provided, however, that during the period that this Contract is in effect, Seller shall maintain the Property in its current condition, reasonable wear and tear excepted. Buyer acknowledges that a material consideration in negotiating the Purchase Price and in entering into this Contract has been Buyer's express agreement to rely upon its own investigation in consummating this transaction. [Remainder of Page Left Intentionally Blank] 8 IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year indicated below. Signed, sealed and delivered in the presence of SELLER: JUANITA D. BLUMBERG 1[01 prmt~+~ u ita D. Blumberg ate: / oy~ 7,/0 Y In Re Estate of Lewis Blumberg XSC/1 BY~.G. ~~ Print:~A-nlr.4 D. B'-UIl1~b Personal Representative Date: b?/~7 /01 Print nf!4J:;;:;n BUYER: 9 '!:'An.LJJ.L'l' .- 1>,." ~) ') SHEE':t' 1 of 2 DESCRIPTION: That part oftbe Unnumbered Lot in Block "B", DR MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JES SUP as recorded in PlatBook 1 J Page 5 ofthe Public Records of Seminole County, Florida, more particularly described as follows: ,., Commence at the Northwest corner of said Lot 28, Block liB'" D,R MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSuP as recorded in said Public Records sald point being a recovered 3/4 inch iron pipe; thence run S 18058'28" W along the West line of said Lot 28 a distance of 720.17 feet; to the North Right of Way line bfFirst Street (a 30 footunopenedrighfofway); thence run S 71024'05" E along said North right of way line for a distance of 423.48 feet; thenceS 65037'18" W a distance of 44.01 feet to the South Right of Way line of said First Streetthencerun South 51024' 55" West, a distance of96. 80 to the POINT OF BEGfNNING; thenc.e continue South 51024' 05" West a distance of 147.60 feet to the Northeasterly Right of Way line of State Road 434 per Florida Department of Transportation Right of Way Map Section 77070-2516; thence N 38043' 16" W a distance of 20.03 feet; thence departing said right-of-way line South 83034' 06" East a distanceof14,18 feet; thence North 510241'55" East, a distance of 137.62; thence South 380 35' 05" East, a distance of 10.00 feet to the POINT OF BEGINNING. Containing 0.036 acres more or less, T03-D54 Prepared by: .~ Tinklepaugh Surveying Services, Inc. 379 West Michigan Street Suite 208 Orlando, Florida 32806 (407) 422~957 This description and the acwmpanying sketch or sketches has been prepared in accordance with the Standards set forth in Chapter 61017, F.A.C., pursuant to Chapters 177 and 472, Florida Statutes. Unless it bears the signature and the original raised seal of a Florida licensed surveyor and mapper this drawing, sketch, plat or map is for. infonnational purposes only and is t valid. .. ... ...-...-...._.__._ 'M , ~An~D~~ fi \COn'~} ) SHEET 2 of 2 ,~, 1 . f7.... l SA.J'TCH OF DESCR...J.9TION NOT A SURVEY POINT OF COMMENCEMENT RECOVERED J/4"IRON PIPE NW CORNER OF LOT 28, BLOCK "B" D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP PLAT BOOK 1. PAGE 5 Q ~ t " ~ ~' '\~ I>.bc ,Ci ~:it: s\:l ---.. .Ii'".;; ---.. N9It -c~S'2' -..; ..!!! !!(Gff, or- 8~.4'~ .....Iy~~c ---.. ~'J'r(UIv'I""P ....._ . :?Ol~ 'cl)) POINT OF BEGINNING D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP PLAT BOOK 1, PAGE 5 \-.. \'*'~... \ ~ r:;. ~.".... $ ~ ~O~~ 'q;.~~~ \ \ . ,"C) oi$> ~\~ \ \ /,}a 00 ~ ~ ~ ' 1.) THIS IS NOT A BOUNDARY SURVEY, ~~ o ~ "CP 2.) BEARINGS BASED ON THE NORTHEASTERLY R/W ~ (:) ~ LINE OF STATE ROAD NO, 4,34, BEING S 38'43'16"E. \? ~ 3.) THIS SKETCH PREPARED WITHOUT BENEFIT OF ~ ~ ~ CURRENT TITlE MATTERS AND IS SUBJECT TO EASEMENTS CS' ~ ANO MATTERS OF RECORD. SURVEYOR'S NOTES: Tlnklepaugh ~.- SURVEYING SERVICES, INC. 3'79 W. Michl~Qn Slreel, Sulle 20B . oiiando. Florldo 3~6 " Tele. No. (407) 422':'0116'1' """No. (407) 422-1111.111- llCBHSIlD BtlBIHIss lIo. 3778 JOB TO,3 054 SX 69 6