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HomeMy WebLinkAboutWincey, Charles W Trust and Laura Evelyn Wincey ;; IS ..... COpy PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is entered into by and between CITY OF WINTER SPRINGS, a Florida municipal corporation, whose address is 1126 North State Road 434, Winter Springs, Florida 32708, (hereinafter "Buyer"), and the CHARLES W. WINCEY TRUST AGREEMENT, dated August 9, 1994, and the LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9,1994, whose address is 1600 Anchor Court, Orlando, Florida 32804, (hereinafter "Seller"). WITNESSETH: WHEREAS, Seller is the owner of two (2) parcels of real property of approximate 8.9 acres, more or less, adjacent to Central Winds Park (hereinafter "Property") situate and being in the City of Winter Springs, Seminole County, Florida, and legally described as follows: East Y2 of Lot 3, Block C, and East ~ of Lot 3, Block D, of MITCHELL'S SURVEY OF LEVY GRANT ON LAKE JESSUP, according to the plat thereof as recorded in Plat book 1, Page 5, ofthe Public Records of Seminole County, Florida; and WHEREAS, Buyer desires to purchase and Seller desires to sell the Property, under the terms and conditions set forth hereunder. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and in consideration ofthe sums to be deposited or paid as contemplated by this Agreement, Seller agrees to sell and Buyer agrees to buy the Property upon the following terms and conditions: 1. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before August 18, 2003 at 5:00 p.m., at Buyer's option, this offer will be withdrawn. 2. PROPERTY AND APPURTENANCES: The Property will be sold to Buyer by Seller together with all tenements, hereditaments and appurtenances thereunto belonging, all of which shall be deemed part and parcel of the Property. Prior to closing, Seller shall remove or have removed all personal property located on the Property including, Purchase and Sale Agreement Wincey to City -of Winter Springs Page 1 of 15 ~ .. ~. but not limited to, any debris, construction materials, junk, vehicles, trailers, boats, or other h ~ items, abandoned or not penpanently, affixed to the ground. I 11?~ vY1OJI/ t ovYJ 'J ~ 56/1tr'"~nh,,I'()p1i0Yl1 VII'?', fernove(jr ft4,V{ ,JbMI1 ,. ' In addition, any and all existing tenancie on the Property shall be terminated by a V1 @O Seller prior to closing. At Buyer's request, Seller shall provide an affidavit and written J,vJ4 g~1 evidence that all such tenancies have been terminated and that Seller is capable of conveying the Property free and clear of any such interests. To the extent the same exist on the Effective Date and are transferable and without any representation or warranty express or implied, the Property shall be deemed to include all licenses, permits, orders, authorizations and other governmental permissions of all governmental authorities having jurisdiction thereof (whether federal, state or local) owned or held by Seller which appertain or relate to the Property and which are transferrable or assignable. 3. PURCHASE PRICE AND METHOD OF PAYMENT: CHARITABLE . .. . CONTRIBUTION: The purchase price of the Property (hereinafter "Purchase Price") shall be Nine Hundred Thousand and Noll 00 ($900,000.00) Dollars. The Purchase Price shall be payable as follows: (a) Deposit (hereinafter "Deposit") in the amount of Fifty Thousand and nolI 00 ($50,000.00) Dollars shall be paid upon the execution hereof by Seller and Buyer, to be held in escrow by BROWN, SALZMAN, WEISS & GARGANESE, P.A. (hereinafter "Escrow Agent"). (b) The balance of the Purchase Price shall be paid in cash, cashier's check, attorney's trust check drawn on a reputable financial institution, or by wire transfer through the Federal Reserve System, at closing as hereinafter defined. (c) If Seller believes that based upon Seller's appraisal of the Property the Purchase Price herein is less than the appropriate fair market value for the Property; the Seller may request that the difference between the Purchase Price and the appraised value be reflected as a charitable contribution to Buyer. Buyer will execute Internal Revenue Service Form 8283, (Noncash Charitable Contributions) to acknowledge, as donee, the receipt of donated property. In no event shall Buyer be responsible for the accuracy or validity of any charitable contribution claim submitted to the Internal Revenue Service pursuant to this Subsection. Seller agrees to indemnify and hold harmless the Buyer from any liability resulting from Seller's charitable Purchase and. Sale Agreement Wincey to City of Winter Springs Page 2 of 15 .t '. contribution claim, if any. This indemnity and hold harmless shall survive closing. 4. FINANCING: No financing. 5. FEASIBILITY DETERMINATION PERIOD: Buyer shall have sixty (60) days from the Effective Date to determine the feasibility of Buyer's purchase ofthe Property ("Feasibility Determination Period"). If additional time is needed to complete the Feasibility Determination Period, the Buyer shall have the right to extend the Feasibility Determination Period for an additional thirty (30) days by providing Seller with advanced written notice. During the Feasibility Determination Period, Buyer may undertake, at Buyer's expense, such physical inspections, tests, and other investigations as may be deemed necessary by the Buyer in order for Buyer to evaluate the feasibility of the Buyer's purchase of the Property. Such investigations to include an Environmental Audit up. to Level IT if Buyer determines it necessary after having received the results of a Level I Environment Audit. For purposes of undertaking physical inspections, tests or investigations of the Property, Seller hereby grants to Buyer, their agents, and professionals engaged by Buyer, the right to enter upon the Property and any part thereof during the Feasibility Determination Period. Said right of entry is conditioned upon (a) the Buyer giving Seller reasonable notice, and (b) such entry being during normal business hours. The presence on the Property of such personnel shall only be for the purpose of conducting such inspections, tests or investigations, and no other personal activity shall be permitted. Any alterations or changes to the Property that are a direct result of the inspecting, testing and investigations will be repaired and replaced by Buyer if a closing does not occur. To the extentpermitted by law, Buyer shall indemnify Seller against any loss or damages to the Property arising out, of or in connection with, any inspection, testing or investigation of the Property by Buyer, including but not limited to, nonpayment of services rendered to or for the benefit of Buyer or mechanics' liens or liability for damage to persons or property arising from any activity permitted hereunder or any change in the existing condition ofthe Property by Buyer or its agents, servants, employees, contractors or representatives. This indemnification and agreement to hold harmless shall survive Closing or termination of this Contract. Without limiting the generality of the foregoing, but in addition thereto, in the event this Contract is terminated under circumstances which entitle Buyer to return' of its Deposit (or any portion thereof or any other monies delivered by Buyer to Seller) prior to return of such Deposit (or any portion thereof or any other monies delivered by Buyer to Seller), Buyer shall furnish proof reasonably acceptable to Seller (in the form of affidavits, lien waivers or releases, paid invoices and the like) that the Property has been returned to the condition in which they were prior to Buyer's inspections and that all Buyer's agents, servants, employees, contractors and representatives who have entered upon the Property for the purpose of inspection, tests or otherwise have been paid in full so that a lien could not be validly filed against the Property. The foregoing is not intended to apply to matters Purchase and Sale Agreement Wincey to City of Winter Springs Page 3 of 15 <~ " created by ar resulting fram acts by Seller ar their agents, servants, emplayees, cantractars and representatives. The pravisians af this subparagraph af numbered paragraph 3. shall survive any terminatian afthis Cantract. The Buyer's indemnificatian afthe Seller will nat include any lass ar damage due to. pre-existing canditians, prablems ar deficiencies afthe Praperty that are discavered thraugh the inspectian, testing and investigatian autharized herein. The decisian as to. whether it is feasible to. purchase the Praperty shall be at the sale discretian af the Buyer. If the Buyer determines that it is nat feasible to. purchase the Property, then Buyer may terminate this Agreement and abtain a full refund afthe Depasit (tagether with any interest earned therean), the tatal af which shall farthwith be paid to. Buyer and the parties shall have no. further liability hereunder. This provisian shall nat affect any other rights afthe Buyer under this Agreement including, but nat limited to. the right to. inspect the title afthe Property. Buyer hereby uncanditianally, irrevacably and absalutely assigns to. Seller all af Buyer's rights with respect to. any gavernmental permits ar appravals related to. the Property, which assignment shall became null and vaid and of no. further farce ar effect upon clasing, but shall atherwise remain effective and survive any terminatian af this Contract. In the event clasing fails to. accur far any reasan whatsoever, Buyer agrees, pramptly an request, to. turn aver to Seller capies of all investigatians performed in cannectian with the Praperty by ar on behalf afBuyer and to. return to. Seller all materials and infarmatian furnished by Seller to Buyer in cannection with the transactian contemplated by this Cantract, all withaut charge, cast or expense to. Seller, and the pravisians of this paragraph shall survive any terminatian af this Cantract. 6. TITLE EVIDENCE: At least thirty (30) days befare expiratian afthe Feasibility Determinatian Periad, Buyer, at Buyer's expense, shall abtain a Title Insurance Cammitment (hereinafter "Cammitment") issued by Old Republic Natianal Title Insurance Campany ("Campany"), with the fee owner's title insurance palicy premium to. be paid by Buyer. The Cammitment shall cammit the Campany to. issue to. Buyer, upan recarding af the deed conveying title to. the Pro.perty to. Buyer, a fee awner's po.licy o.f title insurance, (AL T A Owner's Po.licy 10-17-92, Flo.rida Mo.dified), in the amaunt afthe Purchase Price af the Property, subject anly to. thase exceptians reasonably acceptable to. Buyer's Caunsel and the sa called standard exceptians cantained in the standard ALTA Farm of awner's title insurance cammitment. The Cammitment shall provide that the applicable standard exceptians will be deleted by the Campany upan the furnishing af an awnership and lien affidavit in farm required by Campany (and Seller agrees to. furnish such Affidavit as part af the Clasing). Buyer shall have fifteen (15) days fram the date af their receipt af the Cammitment to. examine the same and to. natify Seller in writing specifying any defects ar reasanable abjectians to. Seller's title. Seller shall reply within ten (10) days after actual receipt of Buyer's written title abjections, if any, stating which abjectians Seller will cure at Purchase and Sale Agreement Wincey to City of Winter Springs Page 4 of 15 .. " or prior to Closing and those which Seller will not cure. In the event days to give Seller time within which to attempt to cure. In the event Seller elects to attempt to cure the defect, Seller shall have no liability or obligation in the event Seller is unsuccessful in curing same. Moreover, Seller shall in no event be required to expend any money or institute any legal proceedings in connection with the curing of any title defects. In the event Seller does not cure the defect or Seller notifies Buyer in writing that the defect will not be cured, Buyer may, within fifteen (15) days after the receipt of such notice from Seller: (1) accept title in its then existing condition without reduction of the Purchase Price or cash to close or (2) terminate this Contract and receive return of its Deposit. If Buyer fails to notify Seller of Buyer's election within said fifteen (15) day time period, Buyer shall be deemed to have elected to accept title in its then existing condition without reduction of the Purchase Price or cash to close as provided in this paragraph. 7. RESTRICTIONS. EASEMENTS. AND LIMITATIONS: The Buyer shall take title subject to: zoning, restrictions, prohibitions and other requirements imposed by governmental authority, restrictions and matters appearing on the plat or otherwise common - to the subdivision, public utility easements of record, taxes for the year of closing and subsequent years. 8. SURVEY: Buyer, at Buyer's expense, within the Feasibility Determination Period, may have the Property surveyed and certified by a registered Florida surveyor. If survey shows encroachment on the Property or that improvements located on the Property encroach on set back lines, easements, lands of others or violate any restrictions, covenants or applicable government regulation, the same shall constitute a title defect. Buyer shall address such title defect, if any, in the same manner as other title defects as set forth in paragraph 4 above. The parties agree that Buyer may substitute the surveyed legal description of the Property for the legal description contained in the aforementioned recitals for closing purposes. 9. SELLER REPRESENTATIONS: Seller hereby represents to Buyer based on Seller's actual knowledge, without investigation: (a) That Seller has good, marketable, and indefeasible title to, and is in possession of, the Property, free and clear of all liens, security interests and encumbrances, excluding only those (i) which may be satisfied or released at Closing, (ii) to which the Buyer's title shall be subject as otherwise provided in this Agreement, (iii) liens for taxes not yet due and payable, and (iv) statutory liens not yet delinquent. (b) That there is no condemnation, eminent domain, zoning, or other land use proceeding instituted, or pending on the Property. Purchase and Sale Agreement Wincey to City' of Winter Springs Page 5 of 15 .- . (c) That there is ingress and egress to the Property sufficient for its current use. (d) That there is no litigation or proceeding pending or threatened against or relating to the Property arising by, through or under Seller, and Seller does not know of any basis for such action nor are there any special assessments of any nature with respect to the Property or any portion thereof, nor has Seller received any notice of any special assessment being contemplated. (e) That Seller has full power and authority to enter into and perform this Agreement in accordance with its terms, and the completion of this transaction will not violate any law, regulation or agreement affecting Seller. (f) That there are no: (i) pending litigation or disputes involving the location of the boundaries of any part ofthe Property; and/or (ii) physical interruptions or obstructions to physical access to any part of the Property. (g) That there is no hazardous waste located on or buried beneath the Property. The term "hazardous waste" shall have the meaning ascribed by Florida and Federal law. Paragraph 9 shall survive the closing. 10. POSSESSION: Seller shall deliver possession of the Property to Buyer at the time of Closing free and clear of all encumbrances and tenancies. 11. CLOSING: (a) Closing Date: The closing of this Agreement, and the transfer of title and possession of the Property, shall occur on or before the fifth (5th) business day after the .Feasibility Determination Period has expired, (hereinafter "Closing Date"), unless otherwise extended by the terms herein. Closing shall be held in the county where the Property is located at the office of the attorney or other closing agent designated by Buyer. At Buyer's discretion, Buyer may extend the Closing up to thirty (30) days by pr~)Viding three (3) days advance written notice to Seller (b) Conveyance: Seller shall convey to Buyer marketable title to the Property by Warranty Deed; and transfer of licenses, permits, orders, authorizations and other governmental permissions by Assignment to the extent transferable without any warranties or representations express or implied. (c) Documents For Closing: Seller shall furnish the Closing Documents Purchase and Sale Agreement Wincey to City of Winter Springs , Page 6 of 15 ., '; including, but not limited to, the Deed, Bill of Sale, Assignments, Ownership and Lien Affidavit, Certificate ofNon-Foreign Status, satisfaction and release of liens or mortgages, and Closing Statement. (d) Allocation of Expenses: Buyer shall pay the premium for the owner's AL T A Owner's Policy 10-17-92 (Florida Modified) Title Insurance Policy, charges for related title services including but not limited to title or abstract charge, title examination, and the cost of recording corrective instruments. If applicable, Buyer shall also pay documentary stamps and intangible tax on any mortgage, mortgagee title insurance commitment with related fees, recording of mortgage and any financing statements. Buyer shall pay the cost of recording the Deed. Seller shall pay the Florida Documentary Stamps to be affixed to the Deed. Each party shall pay their respective attorney's fees (e) Prorations: Real property taxes, special assessments and ad valorem taxes for the year of closing and any other pro-~atable items shall be prorated as of the Closing Date with due allowance made for maximum allowable discount. All real property taxes, special assessments and ad valorem taxes for prior years shall be paid by Seller. In the event the current assessment and mileage are not available, all taxes for the year of Closing shall be based on the previous years assessment and mileage. If any substantial difference (i.e:, over $500.00 dollars) occurs in the actual tax bills when issued for the year of Closing, the parties hereto agree to make adjustments based on such tax bills when they become available. (t) FIRPTA Acknowledgment: At Closing, the Seller shall execute and deliver to Buyer two (2) original counterparts of the Certification of Non-Foreign Status in form reasonably satisfactory to Buyer. In the event (a) Seller does not so execute and deliver to Buyer such Certification of Non-Foreign Status, or (b) such Certification of Non-Foreign Status in not fully and properly completed and executed as of the Closing Date, or (c) Buyer is not entitled to rely upon such Certification, then, in any of such events, Buyer shall withhold ten percent (10%) of the Purchase Price and pay the withheld amount to the Internal Revenue Service pursuant to Internal Revenue Code Section 1445. Any amount thus withheld by Buyers shall be deemed to have been paid by Buyer in cash at Closing as part of Buyer's obligation to pay the Purchase Price hereunder. (g) Ownership and Lien Affidavit: Seller shall furnish to Buyer at the time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any Notices to Owner or Claims of Lien ofpotentiallienors known to Seller and further attesting to the unquestioned ownership by Seller of the Purchase and Sale Agreement Wincey to City of Winter Springs Page 7 of 15 .. .. Property and further attesting that there have been no improvements to the Property for 90 days immediately preceding the Closing Date for which payment has not been made in full, or for which payment has not been secured or provided for, all in form acceptable to Seller, Buyer and Company. IfProperty has been improved or repaired within 90 days at the request of and authorization by Seller immediately preceding the Closing Date, Seller shall deliver releases or waivers of construction liens executed by all general contractors, subcontractors, suppliers, and materialmen in addition to Seller's lIen affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a ,basis for a construction lien or a claim for damages have been paid or will be paid at closing of this Agreement. (h) Proceeds of Sale and Closing Procedure: Upon clearance of funds, the deed of conveyance and other closing documents (hereinafter "Closing Documents"), each duly executed, shall be delivered to the authorized agent of Company at closing. Following examination by the agent of the public records of Seminole County, Florida, from the effective date of the Commitment up to Closing Date (hereinafter "Gap Period") and delivery to Buyer of the Commitment marked in order to show compliance with all conditions of Closing and marked to insure the Gap Period all ofwmch shall occur on or before closing, the net sales proceeds shall be promptly disbursed to Seller by Company or the authorized agent of Company at closing. (i) Further Acts, etc.: At the closing and up to thirty (30) days thereafter, Seller and Buyer agree to execute and deliver such other and further instruments and to take such further actions as either of them or their counsel may reasonably request of the other in order to fully implement the terms of this Agreement and the closing thereof as long as said request is consistent with the respective obligations of the parties as set forth in this Agreement. This paragraph shall survive the closing. 12. DEFAULTS: (a) Notice of Default: No default as to any provision oftms Agreement shall be claimed or charged by either party hereto against the other until notice thereof has been given to the defaulting party in writing, and such default remains uncured for a period of five (5) days after the defaulting party's receipt of such notice. Notwithstanding the above, the Closing Date shall not be changed, delayed, postponed or extended by this requirement for notice of default. Purchase and Sale Agreement Wincey to City of Winter Springs Page 8 of 15 .. ~ (b) Default by Buyer: If Buyer defaults on its obligations to purchase under this Agreement, without fault on the part of the Seller, Seller may terminate this Agreement and as Seller's remedy for default, the Deposit paid to the Escrow Agent, shall be paid over by Escrow Agent to Seller and retained by Seller as its liquidated damages in full and final settlement of all claims Seller may have against Buyer for breach of this Agreement. In the event that Buyer defaults, Buyer shalljoin with Seller in any written request made by Seller to the Escrow Agent for payment to Seller ofthe Deposit. (c) Default by Seller: If Seller defaults on its obligation to sell under this Agreement, without fault on the part of the Buyer, Buyer may terminate this Agreement and retain the Deposit. Further, Seller shall reimburse Buyer for all actual costs and expenses incurred by Buyer in preparing for closing including, but not limited to, costs associated with the Feasibility Determination Period, survey costs, title inspection and commitment costs and appraisal fees, as its liquidated damages in full and final settlement of all claims Buyer- may have against Seller for breach of this Agreement. In the event that Seller defaults, Seller shall join with Buyer in any written request made by Buyer to the Escrow Agent for payment to Buyer of the Deposit. Alternatively, Buyer may seek specific performance against Seller. (d) Application of Deposit Upon Default: In the event of a dispute between Buyer and Seller with regard to whether or not a default has occurred by either party, or to whom the Deposit, together with any interest thereon should be transmitted, the Escrow Agent shall have the rights accorded it hereunder, including the right to interplead the Deposit, together with any interest thereon, into the registry of the Clerk of the Circuit Court of Seminole County, Florida. 13. BROKER'S COMMISSION: Each party hereto represents and warrants unto the other party hereto that there are no brokers, real estate sales persons or agent involved with respect to the transaction contemplated herein and that there are no fees, or commissions due as a result of their respective execution of this Agreement or which will be due as a result of the closing as contemplated hereby by virtue of their respective acts, inactions, conduct or otherwise. Each party hereto does hereby agree to indemnify and hold the other harmless from any breach of their respective representations and warranties as set forth in this Paragraph. The provisions of this Paragraph shall survive the Closing. 14. TIME OF THE ESSENCE: Time, and timely performance, is ofthe essence oftrus Agreement and of the covenants and provisions hereunder. Purchase and Sale Agreement Wincey to City of Winter Springs Page 9 of 15 " .' 15. TIME: Time periods herein of less than 6 days shall in the computation exclude Saturdays, Sundays and state or national legal holidays, and any time period provided for herein which shall end on Saturday, Sunday or a legal holiday shall extend to 5:00 p.m. of the next business day. 16. EFFECTIVE DATE AND TIME FOR ACCEPTANCE: The date ofthis Agreement ("Effective Date") shall be that date upon which the last one of the Buyer and Seller has signed this Agreement. 17. ASSIGNMENT: This Agreement may not be assigned except upon the prior written consent of Seller. 18. ESCROW AGENT: BROWN, SALZMAN, WEISS & GARGANESE, P.A. (the "Escrow Agent"), the recipient of the Deposit hereunder, is authorized and agrees by acceptance thereofto hold the same in escrow and to disburse it at closing in accordance with the terms and conditions of this Agreement. In the event it is in doubt as to its duties or liabilities under the provisions of this Agreement, the Escrow Agent may in its sole discretion, continue to hold the monies which are the subject of the escrow until the parties mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights ofthe parties thereto, or it may deposit all the monies then held pursuant to this contract with the Clerk ofthe Circuit Court of Seminole, Florida, or such other court having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully cease and terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter ofthe escrow, the Escrow Agent shall be entitled to recover a reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor ofthe prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies subject to its Escrow, unless such misdelivery be due and willful breach of this contract or gross negligence on the part of the Escrow Agent. 19. MISCELLANEOUS: (a) Radon Gas: Pursuant to Fla. Stat. Sec. 404.056(8), Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that.exceed federal and state guidelines have been found in building in Florida. Purchase and Sale Agreement Wincey to City of Winter Springs Page 10 of 15 .. .' (b) Binding Effect: Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of Seller, Buyer and their permitted successors and assigns, if any. (c) Captions: The captions for each paragraph or sub-paragraph of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement, or the intent of any provision hereof. (d) Severability: If any provision of this Agreement, the deletion of which would not materially adversely affect the material benefits receivable by any party hereunder or substantially increase the burden of any party hereto, shall be held to be invalid or unenforceable to any extent, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement. (e) Execution of Documents: Each party hereto covenants and agrees that they will at any time and from time to time do such acts and execute, acknowledge and deliver such documents, including corrective instruments, reasonably requested by the Escrow Agent and the Company, the parties hereto, or their counsel, necessary to carry out fully and effectuate the purchase and sale herein contemplated and to convey good, marketable and insurable title to the Property and all parts thereof as long as the request is consistent with, the respective obligations of the parties as set forth in this Agreement. (t) Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be, and shall be taken to be, an original, and all collectively deemed one instrument. (g) Facsimile: Telephonically transmitted facsimile copies of this Agreement, and any signatures thereon, shall be considered for all purposes as originals. (h) Litigation and Attorney's Fees: In the event it shall be necessary for either Party to this Agreement to bring suit to enforce any provision hereof (before or after Closing) or for damages on account of any breach of this Agreement, the prevailing party shall, to the extent permitted by law, be entitled to recover from the other, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and reasonable attorney's fees (including attorney's fees and costs of appeals) as fixed by a court of competent jurisdiction. Purchase and Sale Agreement Wincey to City of Winter Springs Page 11 of 15 .. .' (i) Entire Agreement: Amendments: This Agreement contains the entire and sole understanding between the parties hereto relative to the purchase and sale ofthe Property atld it may only be amended or modified by an agreement in writing executed by Buyer and Seller with the same formalities as this Agreement. (j) Notices: All notices and correspondence shall be sent or delivered by registered or certified mail to the parties hereto, return receipt requested, with copies forwarded to theirrespective attorneys, at the addresses set forth below, or at such other addresses as the parties hereto shall designate to each other in writing: (i) if to Seller, to: Charles W. Wincey and Laura Evelyn Wincey, Trustees of Charles W~ Wincey Trust and Laura Evelyn Wincey Trust 1600 Anchor Court Orlando, FL 32804 (ii) if to Buyer, to: Mr. Ronald W. McLemore, City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 with copies to: Anthony A. Garganese, Esq., City Attorney Brown, Salzman, Weiss & Garganese, P.A. POBox 2873 Orlando, FL 32802-2873 Telephone: 407-426-9566 Facsimile: 407-425-9596 Any notice or demand so given, delivered or made by United States Mail shall be deemed so given, delivered or made three (3) days after the same is deposited in the United State mail registered or certified, return receipt requested, addressed as above provided, with postage thereon prepaid. Any such notice, demand or document not given, delivered or made by registered or certified mail as aforesaid shall be deemed to be given, delivered or made upon receipt of the same by the party to whom the same is to be given, delivered or made. (k) Interpretation: This Agreement has been submitted to the scrutiny of each party hereto and each party has had opportunity to have it reviewed by legal Purchase and Sale Agreement Wincey to City of Winter Springs Page 12 of 15 ,. counsel. This Agreement shall be given fair and reasonable interpretation in accordance with the words used herein without consideration or weight being given to its having been drafted by either party hereto or their respective counsel. (1) Applicable Law: This Agreement is to be construed according to the laws of the State of Florida. (m) Non- Waiver: No covenant, term, or condition, (or the breach thereof), shall be deemed waived, except by written consent ofthe party against whom the waiver is claimed. A waiver of any covenant, term, or condition (or breach thereof) shall notbe deemed to be a waiver of any other covenant, term or condition (or breach thereof). (n) Terminology: Whenever used herein, the terms "Buyer" and "Seller" shall be construed in the singular or plural as the context may require or admit and shall be further construed to include the agents of the Buyer and Seller. (0) No Recording: Neither this Agreement, nor any notice of it, shall be recorded in any public records. '(p) . Typewritten or Handwritten Provisions: Typewritten or handwritten provisions, either as additional terms and conditions or alterations to existing terms and conditions, shall control all printed provisions in conflict with them. (q) Recitals: The recitals on Page 1 of this Agreement are hereby fully incorporated herein by this reference. [THIS SPACE INTENTIONALLY LEFf BLANK] Purchase and Sale Agreement Wincey to City of Winter Springs Page 13 of 15 '. '.. IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed on the dates accompanied by their respective executions. SELLER: BUYER: CHARLES W. WINCEY TRUST CITY OF WINTER SPRINGS AGREEMENT, dated August 9, 1994 a Florida municipal corporation, Buyer CII:\RLESp~~4"~ TRUSI~E BY:~ ~#.- ~ ~4/ RONALD W. McLEMORE Date: CITY MANAGER ~~~;~ Date: &...."(-0) LAURA E YN WINCE l1RUSTEE Date: 1- 7,; () J )(;/ e- LAURA EVELYN WINCEY TRUST AGREEMENT, dated August 9,1994 'CHARLES W. Wp~~~TEE Date: ~~ ~ LAURAE~NCE~STEE Date: 1- 7- j J ~/& Purchase and Sale Agreement Wincey to City of Winter Springs Page 14 of 15 ~ \ "ESCROW AGENT" The undersigned hereby acknowledges the receipt of the sum of$ as the Escrowed Funds referred to in this Agreement and hereby agrees to hold and disburse such Escrowed Funds in accordance with the terms hereof. BROWN, SALZMAN, WEISS & GARGANESE, P.A. By: Anthony A. Garganese, Esquire Date: Purchase and Sale Agreement \ Wincey to City of Winter Springs Page 15 of 15