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LEASE AGR>E;EMENT
THIS LEASE is made and entered into as of the ~ ~ day of n y~"us ~ , 2003, between the
CHARLES W. WINCEY TRUST AGREEMENT, dated August 9, 1994 and the LAURA EVELYN
WINCEY TRUST AGREEMENT, dated August 9,1594, with a principal address of 1600 Anchor Court,
Orlando, Florida 32804 (hereinafter referred to as "Lanollord") and THE CITY OF WINTER SPRINGS,
FLORIDA, a Florida municipal corporation, with a principal address of 1126 East State Road 434, Winter
Springs, FL 32708 (hereinafter referred to as "City"):
WITNES;SETH
WHEREAS, on or about August 7, 2003 the parties hereto entered into a contract for sale and
purchase of the Premises described below, a copy of the; contract is attached hereto as Exhibit "A" and is
made a part hereof by this reference; and
WHEREAS, the Buyer, prior to closing, desires ~to lease the property under the terms and conditions
herein; and
WHEREAS, the Seller, prior to closing, agrees to lease the property to the Buyer under the terms
and conditions herein; and
NOW, THEREFORE, in consideration of the rnutual covenants herein contained, the receipt and
sufficiency of which is acknowledged by the parties, and the parties hereby agree as follows:
ARTICLE I -RECITALS
1.01 Recitals. The foregoing recitals are true and correct and are incorporated herein for all
purposes by this reference.
ARTICLE II -DEFINITIONS
2.01 Definitions. The following words shall have the meaning ascribed below unless the context clearly
indicates otherwise:
A. "Article" means an article of this Lease.
B. "Commencement Date" means the first day of the Term of this Lease which shall be
2003.
C. "Lease" means this Lease, exhibits to this Lease, and every properly executed instrument
which by its terms amends, modifies or supplements this Lease.
D. "Premises" shall mean the real property described in Article 2.01 which is the subject of this
Lease.
Lease Agreement
Charles W. & Laura Evelyn Wincey Trusts -City of Winter Springs
Page 1 of 7
E. "Rent" means the amount payable by City to Landlord for the lease of the Premises.
F. "Term" means the period of time set out in Article 3.01.
ARTICLE III -GRANT OF LEASE
3.01 Grant. Landlord hereby demises and leases the following premises to City, and City hereby leases
and accepts the premises from Landlord, to have and to hold during the Term, for the public purposes
provided herein and subject to the terms and condition;: of this Lease. The premises shall consist of the
property identified by the Seminole County Property Appraiser as 26-20-30-SAR-OD00-0030 and 26-20-30-
SAR-0000-0030, as the same is more particularly described within the Contract for Sale and Purchase, dated
August 7, 2003.
3.02 Quiet Enjoyment. Landlord shall warrant and defend the City in the quiet enjoyment and
possession of the Premises during the Term, subject to t:he terms and conditions of this Lease.
3.03 Covenants of Landlord and City. Landlord covenants that it is seized with fee simple ownership
of the Premises, that to the best of Landlord's knowledge and belief there are no hazardous conditions upon
the property, that Landlord will observe and perform all of the terms and conditions of this Lease, and that
the executor of this Lease, on behalf of Landlord, is dul}~ authorized to execute this Lease. City covenants
to pay the Rent when due under this Lease and to observe and perform all of the terms and conditions of this
Lease.
ARTICLE IV -TERM AND POSSESSION
4.01 Term. The Term of this Lease shall be from th.e Commencement Date hereof and shall continue
until terminated in accordance with this Lease.
4.02 Condition of Premises. Except as otherwise specifically provided in this Lease, Landlord disclaims
any warranty regarding the condition of the Premises, whether patent or latent, and City shall accept the
Premises in its "as is" condition, including, without limitation, any defects which exist on the
Commencement Date. City acknowledges that the Premises are now in suitable condition for the
establishment, operation and maintenance of a temporary park for the benefit of the citizens of the City of
Winter Springs, Florida, and the public to bring their dogs for exercise and play.
ARTICLE V -RENT, OCCUPANCY COSTS, AND OTHER CHARGES
5.01 Rent. City shall pay to Landlord One Hundred &. No/100 Dollars ($100) for the use of the Premises
as herein described. The Rent shall be due at closing of the Contract for Sale and Purchase.
ARTICLE VI -USE OF PREMISES
6.01 Generally. The Premises shall be used by the City for establishment, operation and maintenance
of a park facility for the use and benefit of youth athletic leagues, the citizens of the City of Winter Springs,
Florida, and the public (hereinafter referred to as "Park"). The youth athletic leagues which may utilize the
Premises include various football and soccer leagues or clubs recognized by the City.
Lease Agreement
Charles W. & Laura Evelyn Wincey Trusts -City of Winter Springs
Page 2 of 7
ARTICLE VII -MAINTENANCE REPAIR, ALTERATIONS AND
IMPROVEMENiCS BY CITY
7.01 Condition of Premises. City shall maintain the Premises in its condition as it exists on the
Commencement Date, less reasonable wear and tear, at City's sole cost and expense. City shall not use nor
shall it be responsible to maintain any improvements located upon the Premises.
ARTICLE VIII -INSURANCE
8.01 General Liability and Other Insurance. The City shall maintain in force, at all times during the
term of the Lease, a general liability insurance policy with an occurrence basis policy, with a minimum~limits
of One Million & No/100 Dollars ($1,000,000.00) per occurrence and Two Million & No/100 Dollars
($2,000,000.00) aggregate, combined single limit covering bodily injury and property damage.
ARTICLE IX -INJURY TO PERSON OR PROPERTY
9.01 Landlords Limitation of Liability. In accordance with Section 375.251, Florida Statutes, the
Landlord shall owe no duty of care to keep the Park same for entry or use by the city or others, or to give
warnings to persons entering or going on the Park of <<ny hazardous conditions, structures, or activities
thereon.
9.02 Indemnit~~ity. To the extent permitted by law, City shall indemnify and hold harmless
Landlord from and against every demand, claim, cause of:~ction, judgment and expense, includingreasonable
attorney's fees, and all loss and damage arising from any injury or damage to the person or property of City
or to the person or property of City's agents, servants, employees, guests, invitees, or to any other person or
property on the Premises where the injury or damage is caused by any act or omission of City, its agents,
servants or employees, or of any other person entering upon the Premises under the express or implied
invitation of City.
9.03 Indemnity by Landlord. To the extent perrriitted by law, Landlord shall indemnify and hold
harmless the City from and against every demand, claim, cause of action, judgment and expense, including
reasonable attorney's fees, and all loss and damage arising from any injury or damage to person or property
of Landlord or to the person or property of Landlord's agents, servants, employees, guests, invitees or to any
other person or property on the Premises where the injury or damage is caused by any act or omission of
Landlord, its agents, servants or employees, or of any other person entering upon the Premises under the
express or implied invitation of Landlord. This indemnity and hold harmless shall not apply to those persons
entering upon the Premises at the City's invitation durin;; the term of this Lease.
ARTICLE X -CITY ASSIGNMJENT AND SUBLETTING
10.01 Assignment or Sublease b~City. City shall not assign this Lease or sublet the Premises without
the prior written consent of Landlord.
Lease Agreement
Charles W. & Laura Evelyn Wincey 'T'rusts -City of Winter Springs
Page 3 of 7
ARTICLE XI - TERMiNATiQN
11.01 Termination. This Lease shall automaticall}~ terminate without notice upon the closing of the
Contract for Sale or Purchase or thirty (30) calendar days following the termination of the Contract for Sale
and Purchase, whichever shall sooner occur.
ARTICLE XII -NOTICES
12.01 Notices. All notices, demands, requests, instructions, approvals, and claims of any type hereunder
shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below
listed individuals, all to the following individuals at the following locations:
TO THE CITY:
Mr. Ronald W. McLemore, City Manger
City of Winter Springs
1126 East State Road 434
Winter Springs, Fl. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
TO THE LANDLORD:
Laura Evelyn Wincey, Trustee of
Charles W. Wincey Trust and
Laura Evelyn Wincey Trust
1600 Anchor Court
Orlando FL, 32804
Notice shall be deemed to have been given and received on the date the notice is physically received, if given
by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed
to have been given upon the date said notice was deposited in the U.S. mail addressed in the manner set forth
above. Any party hereto, by giving notice in the manner set forth herein, may unilaterally change the name
of the person to whom notice is to be given or the addre:;s at which notice is to be received.
ARTICLE XIII -DEFAULT
13.01 Right of Landlord to Perform Covenants. All covenants and agreements to be performed by City
under any of the terms of this Lease shall be performed by City, at City's sole cost and expense, and without
an abatement of Rent. If City shall fail to perform any act required by this Lease, and such failure shall
continue for fifteen (IS) days after written notice thereof from Landlord, Landlord may (but shall not be
obligated to) perform such act without waiving or releasilig City from any of its obligations relative thereto.
All sums paid or costs incurred by Landlord in so performing such acts under this Article 13.02, together
with interest thereon at the highest rate allowable by law from the date each such payment was made or each
such cost incurred by Landlord, shall be payable by City to Landlord on demand.
Lease Agreeiment
Charles W. & Laura Evelyn Wincey "Trusts -City of Winter Springs
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13.02 Events of Default. An event of default shall occur whenever:
A. Part or al] of the Rent, other charges or other amounts hereby reserved are not paid when
due, and such default continues for ten (10) days after the due date thereof; or
B. City's interest in this Lease is taken or is subject to execution or attachment or if a writ of
execution is issued against City; or
C. City or Landlord fail to observe, perform and keep each and every one of the material
covenants, agreements, provisions, stipulations and conditions herein contained to be observed, performed
and kept by the respective party (other than payment of Rent and other charges hereunder) and persists in
such failure after fifteen (15) days notice by the non-breaching party requiring that the breaching party
remedy, correct, desist or comply. However, if any such breach would reasonably require more than fifteen
(15) days to rectify, and the breaching party commences rectification within fifteen (15) days of such notice
and thereafter promptly and effectively and continuously proceeds with the rectifications of the breach, the
fifteen (15) day time period may be extended by mutual written consent of the parties.
13.03 Remedies. Upon occurrence of any event of default, the non-defaulting party shall have the option,
in addition to and not in limitation of any other remedy permitted by law or by this Lease, to terminate this
Lease, in which event City shall immediately surrender t1-~e Premises to Landlord. However, if City shall fail
to do so, Landlord may without notice and without prejudice to any other remedy Landlord may have, enter
upon and take possession of the Premises and expel or remove City and its effects without being liable to
prosecution or any claim for damages.
ARTICLE XIV -MISCELLANEOUS
14.01 Relationship of Parties. Nothing contained in this Lease shall create any relationship between the
parties other than that of Landlord and tenant. It is acknowledged and agreed that Landlord under this Lease
does not in any way or for any purpose become a partner of the City in the operation and maintenance of the
Park, or a joint venturer or a member of a joint or common enterprise with the City.
14.02 Consent Not Unreasonably Withheld. Excerpt as otherwise specifically provided, whenever
consent or approval of Landlord or City is required under the terms of this Lease, such consent or approval
shall not be unreasonably withheld or delayed. City's sole remedy if Landlord unreasonably withholds or
delays consent or approval shall be an action for specific performance. If either party withholds any consent
or approval, such party shall, on written request, deliver to the other party a written statement giving the
reasons therefor.
14.03 Applicable Law and Construction. This Lease shall be governed by and construed under the laws
of the State of Florida and its provisions shall be construed as a whole according to their common meaning
and not strictly for or against Landlord or City. The words Landlord and City shall include the plural as well
as the singular.
14.04 Entire Agreement. This Lease contains the entire agreement between the parties hereto with
respect to the subject matter of this Lease. City acknov~~ledges and agrees that it has not relied upon any
statement, representation, agreement or warranty except such as are set out in this Lease.
Lease Agreement
Charles W. & Laura Evelyn Wincey Trusts -City of Winter Springs
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14.05 Amendment or Modification. Unless otherwise specifically provided in this Lease, no
amendment, modification, or supplement to this Lease shall be valid or binding unless set out in writing and
executed by the parties hereto in the same manner as thf; execution of this Lease.
14.06 Construed Covenants and Severability. All of the provisions of this Lease are to be construed
as covenants and agreements as though the words importing such covenants and agreements were used in
each separate Article hereof. Should any provision of this Lease be or become invalid, void, illegal or not
enforceable, it shall be considered separate and severable; from the Lease and the remaining provisions shall
remain in force and be binding upon the parties hereto as though such provisions had not been included.
14.07 Successors Bound. Except as otherwise specifi.~ally provided, the covenants, terms and conditions
contained in this Lease shall apply to and bind the heirs, successors, executors, administrators and assigns
of the parties hereto.
14.08 Headings. The Article headings contained in this Lease are for convenience only and shall in no
way enlarge or limit the scope or meaning of the various and several Articles hereof.
14.09 Attorney's Fees. In the event of any legal action oc suit under this Lease, each party shall be
responsible for its own attorney's fees and costs unless specifically provided elsewhere in this Lease.
14.10 City Not to Allow Liens or Encumbrances. City shall not permit to be created nor to remain
undischarged any lien, encumbrance, or charge arising ou.t of any work of any contractor, mechanic, laborer,
or materialman which might lien or encumber the Premises for work performed on the City's behalf on the
Premises.
If any lien or notice of lien on the account of any debt of t;he City shall be filed against the Premises and City
fails to discharge the lien or notice of lien within twent•~ (20) days of filing, Landlord, in addition to any
other legal rights or remedies, may, but shall not be obligated to, discharge the same by either paying the
amounts claimed to be due, or shall be entitled to defend any prosecution of an action for foreclosure of such
lien. Any amount paid by Landlord and all costs and expenses (including reasonable attorneys fees and
interest) incurred by Landlord in connection therewith shall be paid by City.
14.11 Time is of Essence. The parties acknowledge and agree that time is of the essence under this Lease.
(Signatures next page]
Lease Agreement
Charles W. & Laura Evelyn Wincey Trusts -City of Winter Springs
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WITNESSES:
F:\Docs\City of Winter Springs\Wincey\I,ease_Agreement.wpd
LANDLORD:
CHARLES W. WINCEY TRUST AGREEMENT,
dated August 9, 1994 & LAURA EVELYN WINCEY
TRUST AGREEMENT, dated August 9, 1994
By: G
Laura Evelyn Wincey, stee
CITY:
CITY OF WINTER SPRINGS, FLORIDA
,.
By:~~ J, ~ .
Ronald W. McLemore, City Manager
Lease Agreernent
Charles W. & Laura Evelyn Wincey Trusts -City of Winter Springs
Page 7 of 7
EXHIBIT
a
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGF;EEMENT (hereinafter "Agreement") is
entered into by and between CITY OF WI:~ITER 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 % of Lot 3, Block C, and East '/2 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, of the Public Records of Seminole
County, Florida; and
WHEREAS, Buyer desires to purchase ar~d 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 iri consideration of the sums to be deposited
or paid as contemplated by this Agreement, Seller agrees to sell and Buyer agrees to buy the
Property upon the following terms and conditions:
1. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS: If
this offer is not executed by and delivered to gill 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
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but not limited to, any debris, construction materials, junk, vehicles, trailers, boats, or other
items abandoned or not permanently affixed to the ground. 1~~,i1 ~1ll~M~/
In addition, any and all existing tenancie~on the Property shall be terminated by a ~~
~~ Seller prior to closing. At Buyer's request, Seller shall provide an affidavit and written QV}~i ~a2~Q
evidence that all such tenancies have been termin~~ted and that Seller is capable of conveying ~
~Q~'ou~M`~~ the Property free and clear of any such interests.
K G`'1
~`~'~~ 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 anti other governmental permissions of all
governmental authorities having jurisdiction ther~;of (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 No/100 ($900,000.00) Dollars. The Purchase Price shall be payable
as follows:
(a) Deposit (hereinafter "Deposit") in the amount of Fifty Thousand and no/100
($50,000.00) 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, (Noricash
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
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Wincey to City of Winter Springs
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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 of the Property
("Feasibility Determination Period"). If addition~il time is needed to complete the Feasibility
Determination Period, the Buyer shall have the ri;;ht 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 II if Buyer determines it
necessary after having received the results of a Level 1 Environment Audit. For purposes
of undertaking physical inspections, tests or investigations of the Property, Seller hereby
grants to Buyer, their agents, and professionals engaged by Buyer, the right to enter upon the
Property and any part thereof during the Feasibility Determination Period. Said right of entry
is conditioned upon (a) the Buyer giving Seller reasonable notice, and (b) such entry being
during normal business hours. The presence on tl:~e Property of such personnel shall only be
for the purpose of conducting such inspections, te;~ts or investigations, and no other personal
activity shall be permitted.
Any alterations or changes to the Propert~~ that are a direct result of the inspecting,
testing and investigations will be repaired and replaced by Buyer if a closing does not occur.
To the extent_permitted bylaw, 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 li;~bility for damage to persons or property
arising from any activity permitted hereunder or any change in the existing condition of the
Property by Buyer or its agents, servants, employees, contractors or representatives. This
indemnification and agreement to hold harmless shall survive Closing or termination of this
Contract. Without limiting the generality of the .foregoing, but in addition thereto, in the
event this Contract is terminated under circumst~inces 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
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Wincey to City of Winter Springs
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created by or resulting from acts by Seller or their agents, servants, employees, contractors
and representatives. The provisions of this subparagraph of numbered paragraph 3 shall
survive any termination of this Contract. The Buyer's indemnification ofthe Seller will not
include any loss or damage due to pre-existing conditions, problems or deficiencies of the
Property that are discovered through the inspection, testing and investigation authorized
herein.
The decision as to whether it is feasible t~~ purchase the Property shall be at the sole
discretion of the Buyer. If the Buyer determi~n.es that it is not feasible to purchase the
Property, then Buyer may terminate this Agreement and obtain a full refund of the Deposit
(together with any interest earned thereon), the total of which shall forthwith be paid to
Buyer and the parties shall have no further liability hereunder. This provision shall not affect
any other rights of the Buyer under this Agreement including, but not limited to the right to
inspect the title of the Property.
Buyer hereby unconditionally, irrevocably and absolutely assigns to Seller all of
Buyer's rights with respect to any governmental pe;rmits or approvals related to the Property,
which assignment shall become null and void and. of no further force or effect upon closing,
but shall otherwise remain effective and survive any termination of this Contract. In the
event closing fails to occur for any reason whatsoever, Buyer agrees, promptly on request,
to tum over to Seller copies of all investigations performed in connection with the Property
by or on behalf of Buyer and to return to Seller all materials and information furnished by
Seller to Buyer in connection with the transaction contemplated by this Contract, all without
charge, cost or expense to Seller, 'and the provi:~ions of this paragraph shall survive any
termination of this Contract.
6. TITLE EVIDENCE: At least: thirty (30) days before expiration of the
Feasibility Determination Period, Buyer, at Buyer's expense, shall obtain a Title Insurance
Commitment (hereinafter "Commitment") issued by Old Republic National Title Insurance
Company ("Company"), with the fee owner's titlE; insurance policy premium to be paid by
Buyer. The Commitment shall commit the Company to issue to Buyer, upon recording of
the deed conveying title to the Property to Buyer, a fee owner's policy of title insurance,
(ALTA Owner's Policy 10-17-92, Florida Modified), in the amount of the Purchase Price of
the Property, subject only to those exceptions reasonably acceptable to Buyer's Counsel and
the so called standard exceptions contained in the standard ALTA Form of owner's title
insurance commitment. The Commitment shall provide that the applicable standard
exceptions will be deleted by the Company upon the furnishing of an ownership and lien
affidavit in form required by Company (and Seller agrees to furnish such Affidavit as part
of the Closing). Buyer shall have fifteen (15) d;~ys from the date of their receipt of the
Commitment to examine the same and to notify Seller in writing specifying any defects or
reasonable objections to Seller's title. Seller shall reply within ten (10) days after actual
receipt of Buyer's written title objections, if any, stating which objections Seller will cure at
Purchase and Sale Agreement
Wincey to City of Winter Springs
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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 Sellf;r 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 expf;nse, within the Feasibility Determination
Period, may have the Property surveyed and cerl:ified by a registered Florida surveyor. If
survey shows encroachment on the Property or tltat 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 s11a11 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 tho~;e (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.
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Wincey to City of Winter Springs
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(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 b;r, 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 lacv, regulation or agreement affecting Seller.
(f)' That there are no: (i) pending liti€;ation or disputes involving the location of
the boundaries of any part of the Property; and/or (ii) physical interruptions
or obstructions to physical access to any part of the Property.
(g) That there is no hazardous waste :located on or buried beneath the Property.
The term "hazardous waste" shall have the meaning ascribed by Florida and
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) Closin Date: The closing of thi~~ Agreement, and the transfer of title and
possession of the Property, shall occur on or before the fifth (5`h) 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 providing three (3) days advance
written notice to Seller
(b) Conve.~ance: Seller shall convey to Buyer marketable title to the Property by
Warranty Deed; and transfer of lia;nses, 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 Whiter 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 sh,~ll pay the premium for the owner's ALTA
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:d.ocumentary stamps and intangible tax on
any mortgage, mortgagee title i~lsurance commitment with related fees,
recording of mortgage and any fin~~ncing 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-ratable items shall be prorated as of
the Closing Date with due allowan~~e 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.
(f) FIRPTA Acknowled ent: 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 ofNon-Foreign Status,
or (b) such Certification of Non-]~oreign 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 th~.e 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 (~laims of Lien of potential lienors 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 l:i
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 iri i:ull, or for which payment has not been
secured orprovided for, all in form. acceptable to Seller, Buyer and Company.
IfProperty has been improved or r~;paired 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 m~rterialmen and further affirming that .all
charges for improvements or reliairs 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 Closin 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, iFlorida, from the effective date of the
Commitment up to Closing Date (hereinafter "Gap Period") and delivery to
Buyer of the Commitment marked in order to show compliance with all
conditions of Closing and marked to insure the Gap Period all of which shall
occur on or before closing, the net :ales proceeds shall be promptly disbursed
to Seller by Company or the authorized agent of Company at closing.
(i) Further Acts, etc.: At the closing rind 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 of this Agreement shall be
claimed or charged by either party hereto against the other until notice thereof
has been given to the defaulting party in writing, and such default remains
uncured for a period of five (5) d~~ys 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 ~~greement
Wincey to City of Winter Springs
Page 8 of 15
(b) Default by Bu}_er: If Buyer defaults on its obligations to purchase under this
Agreement, without fault on the Dart 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 anti final settlement of all claims Seller may
have against Buyer for breach of'this Agreement. In the event that Buyer
defaults, Buyer shall join with Seller in any written request made by Seller to
the Escrow Agent for payment to Seller of the Deposit.
(c) Default by Seller: If Seller defaults on its obligation to sell under this
Agreement, without fault on the part of the Buyer, Buyer may terminate this
` Agreement and retain the Deposit. Further, Seller shall reimburse Buyer for
• all actual costs and expenses incurred by Buyer in preparing for closing
including, but not limited to, costs associated with the Feasibility
Determination Period, survey costs, title inspection and commitment costs
and appraisal fees, as its liquidated damages in full and final, settlement of all
claims Buyer may have against Seller for breach of this Agreement. In the
event that Seller defaults, Seller shall join with Buyer in any written request
made by Buyer to the Escrow Agent for payment to Buyer of the Deposit.
Alternatively, Buyer may seek spc;cific perforniance 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 Escrovr 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 theirrespective e};ecution 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 timelyperformance, is of the essence
of this Agreement and of the covenants and provisions hereunder.
Purchase and Sale ~~greement
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 of this
Agreement ("Effective Date") shall be that date upon which the last one of the Buyer and
Seller has signed this Agreement.
17. ASSIGNMENT: This Agreement may not be assigned except upon the prior
written consent of Seller.
1$. ESCROW AGENT: BROWN, S.ALZMAN, 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 arf; the subject of the escrow until the parties
mutually agree to the disbursement thereof, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties thereto, or it may deposit all the monies
then held pursuant to this contract with the Clerk of the Circuit Court of Seminole, Florida,
or such other court having jurisdiction of the dispute, and upon notifying all parties
concerned of such action, all liability on the part of the Escrow Agent shall fully cease and
terminate, except to the extent of accounting for any monies theretofore delivered out of
escrow. In the event of any suit between Buyer an~i Seller wherein the Escrow Agent is made
a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit
wherein Escrow Agent interpleads the subject matter of the escrow, the Escrow Agent shall
be entitled to recover a reasonable attorney's fee and costs incurred, said fees and costs to be
charged and assessed as court costs in favor of the prevailing party. All parties agree that the
Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Buyer
or Seller of monies subject to its Escrow, unless such misdelivery be due and willful breach
of this contract or gross negligence on the part of'the Escrow Agent.
19. MISCELLANEOUS:
(a) Radon Gas: Pursuant to Fla. Sta.t. 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 l5
(b) Binding Effect; Successors and Assi ns: This Agreement shall be binding
upon and inure to the benefit of Seller, Buyer and their permitted successors
and assigns, if any.
(c) Ca tions: The captions for each paragraph or sub-paragraph of this
Agreement are for convenience ;end 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 af].'ect the material benefits receivable by any
party hereunder or substantially increase the burden of any party hereto, shall
be held to be invalid or unenforce<<ble 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.
(f) Counterparts: This Agreement may be executed in two or more counterparts,
each of which shall be, and shill 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 b~~ considered for all purposes as originals.
(h) Litigation and Attorrtev'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 co:>ts 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 juri~;diction.
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 I~arties hereto relative to the purchase and
sale of the Property and it may onl~~ 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 p;u-ties hereto, return receipt requested, with
copies forwarded to their respective attorneys, at the addresses set forth below
or at such other addresses as the parties hereto shall designate to each other
in writing:
(i) if to Seller, to: Charles W. Wincey and
Laura Evel~,m Wincey, Trustees of
Charles W. Wincey Trust and
Laura Evel~m 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.
P O Box 2873
Orlando, FI, 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 n.ot given, delivered or made by registered
or certified mail as aforesaid shall tie 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 of the party against whom the
waiver is claimed. A waiver of any covenant, term, or condition (or breach
thereof) shall not be deemed to be a waiver of any other covenant, term or
' condition (or breach thereof).
(n) Terminolo~y: 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.
(o) No Recording: Neither this Agreement, nor airy 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 LEFT 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:
CHARLES W. WINCEY TRUST
AGREEMENT, dated August 9, 1994
BUYER:
CITY OF WINTER SPRINGS
a Florida municipal corporation, Buyer
~~~~s~ E
Date:
LAURA EV YN WINCE ~RUSTEE
Date: ~ ~' ~ ~ ,fD~t/
LAURA EVELYN WINCEY TRUST
AGREEMENT, dated August 9, 1994
C
~~~~5
Date:
+C%~ , .
r -~
LAURA EVEL WINCEY„ ~' STEE
Date: ~~ ~'" D~ ~/~
By:
RONALD W. McLEMORE
CITY MANAGER
Date: g ~ Y ~- ~
Purchase and Sale Agreement
Wincey to City of Winter Springs
Page 14 of 15
"ESCROW AGENT"
Av ---
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, SAL AN, WEISS & GARGANESE, P.A.
By:
Anthony A. Garganese, Esquire
Date: ~ ld 03
Purchase and Sale Agreement
Wincey to City of Winter Springs
Page 15 of 15
SCHEDULE A
OWNER'S POLICY
SCHEDULE A
AGENT FILE NUMBER: 315-027 POLICY NUMBER: SDC 419960
ORT FILE NUMBER: 03083455 AMOUNT: $ 1,000,000.00
Policy Date: October 2, 2003, at 10:31 a.m.
The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is:
City of Winter Springs, Florida, a Florida municipal corporation.
The land referred to in this Policy is situated in the County of Seminole, State of Florida, and
described as follows:
The East half (E YZ) of Lot 3, Block C, and the East half (E 'h) of Lot 3,
Block D, of D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE
JESSUP, according to the plat thereof as recorded in Plat Book 1, Page 5,
Public Records of Seminole County, Florida.
THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.
SCHEDULE B-PART I
AGENT FILE NUMBER: 315-027 POLICY NUMBER: SDC 419960
ORT FILE NUMBER: 03083455
This policy does not insure against loss or damage by reason of the following:
Construction, Mechanic's, Contractors' or Materialmen's lien claims, if any, where no notice thereof
appears of record.
2. Easements or claims of easements not shown by the public records.
3. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the
lands insured hereunder, including submerged, filled and artificially exposed lands and lands
accreted to such lands.
4. State road right reservations, if any.
5. Oil, gas and mineral right reservations, if any.
6. General or special taxes and assessments required to be paid in the year 2003 and subsequent
years. Parcel ID Nos: 26-20-30-5AR-0000-0030 and 26-20-30-5AR-OD00-0030
7. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority
for unpaid service charge for service by any water, sewer or gas system supplying the insured land.
8. Subject to matters of plat of D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE
JESSUP, according to the plat thereof as recorded in Plat Book 1, Page 5, Public Records of
Seminole County, Florida.
9. Riparian rights are neither guaranteed nor insured.
10. Rights of owners of land abutting upon the waters of Lake Jessup.
11. Title to beds or bottoms of lakes, or other bodies of water, located in, on, or within the land
described herein.
12. The land described herein shall not be deemed to include any house trailer or mobile home, whether
or not permanently affixed to the land.
1 ~, `~
Za.
' BROWN, SALZMAN, WEISS & GARGANESE , P.A.
Attorneys at Iraiv
Usher L. Brown' Offices in Orlando, Kissimmee, Debra S. Babb-Nutcher
Suzanne D'Agresta° Cocoa & Viexa Jeffrey P. Buak°
Anthony A. Garganes e° John U. Biedenharn, Jr.
Gary S. Salzman° Joseph E. Blitch
John H. Ward Douglas Lambert
Jeffrey S. Weiss Katherine Latorre
Jennifer A. Michael
Michelle A. Reddin
'Board Certified Civil Trial Lawyer
°Board Certified Business Litigation Lawyer
°Board Certified City, County & Local Government Law
October 17, 2003
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Re: Wincey to City of Winter Sprirngs
Our File #315-027
Dear Andrea:
Erin J. O'Leary
Of Counsel
With respect to the aforementioned transaction, please find enclosed the following:
1. Original Owner's Title Policy, SDC 419960;
2. Original recorded Warranty Deecl conveying the property from The Charles
W. Wincey Trust Agreement, dai:ed August 9, 1994, and the Laura Evelyn
Wincey Trust Agreement, dated August 9, 1994, to the City of Winter
Springs, Florida;
3. Original Affidavit of Trustee;
4. Original Affidavit of No Liens;
5. Original Closing Statement;
6. Copy of Further Assurances AgrE~ement;
7. Original Certificate of Non-Foreign Status;
8. Original Plat of Survey, dated 10/30/2002, certified to the City of Winter
Springs;
9. Original Bill of Sale Absolute for mobile home; and
10. Copies of IRS Forms 8283, Nonc;ash Charitable Contributions, for Charles
W. Wincey & Evelyn Wincey and Charles W. Wincey Trust
225 East Robinson Street, Suite 660 • P.O. Box 2873 •Orlando, Florida 32802-2873
Orlando (407) 425-9566 Fax (407) 425-9596 • Kissimmeea (321) 402-0144 • Cocoa & Viera (866) 425-9566
Website: www.orlandolaw.net • Ernail: firm@orlandolaw.net
Andrea Lorenzo-Luaces, City Clerk
City of Winter Springs
October 17, 2003
Page 2
These original documents are being fonnrarded to you for safekeeping. Should you
have any questions, please do not hesitate to contact my office.
CE? ,
[~
Anthony A. Garganese
City Attorney
AAG: jf
Enclosures:
Closing Documents - Wincey Property
by/ 1y/ 1b17:i bii: 1 / 4074254130 SAMPEY DEXTER PA
Form $283 Nonc~lsh Chalrwlt~bie Contributions
(Rev. October 1998) - AtRaCh to ytwr tax return ~ you chimed a to6al deductJon
Deportment et Ne Troaaury of Otrer 6600 for air Contributed property.
Interrwl Re+enue SsMCe - $ee ~ratA ir~n~png,
NamA(s) Shown on your income lax velum
CHARLES Pr ~IINCEY(DEC'17 4-25-03) &_~,V$LYN WINCEY
PAGE 02/03
OMB N0. 1545-0908
Attaohmertt
Sequence No. $$
tdenttryrny nrunber
Note: Figure the amount of your oontnbuUon deduction before complefing this form. See your tax return instructions.
Section A -•-List in this sectipn only items (orgroups of similar items) for which you ctafined a deduction of $5,000 or less,
Also, list certain ublicl traded securities even if the deduction is over $5,000 see instructions .
''~'~" ,.'X~. Information on 17onated Property- If you need more space, attach a statement.
,~ (a) Name and atltlress of the
donee organizallon
(b) Pescrlpllon or donated properly
A
B
C
D
E
mate: it the amount you claimed as a deduction for an item is x500 or
(c) Date of ttte (d) pate acgWretl (e) How acquired (t) Doric
'k~;id conlribu5on bydonor (mo., yr,) bydona or adlust
do not have to
coal (h) Method used to deter
barrio (g) Felr market value market value
A
and
li~;~w~(n~ Other Information -Complete line 2 if you gave less than an entire interest in property listed In Part I. Complete
__ line 3 if conditions were attached to a contribution listed in Part I.
2 If, during the year, you contributed less than the entire interest in the property, complete lines a ~ e.
a Enter the letter from Part I that identltles the property - . If Part II applit~ to more than one property, attach a
separate statement,
b Total amount claimed as a deduction for the property listed in Part I: (1) For this tax year -
[2) For any prior tax years -_ _~
c Name and address of each organization to which any such Contribution was made in a prior year (complete only if different from
the donee organization abovep
Name acharltabie ordanizalion (donee)
Atldre9e (number, street, and room or suite no.)
Ciry or sown, aisle, atttl ZIP code
d For tangible property, enter the place where the property is located or kept -
e Name of any person, other than the donee organization, having equal possession of the property -
3 if conditions were attached to any contribution listed in Part I, answer questions a - c and attach the required
_ statement (see instructions). Yeti ~
a Is there a restriction, either temporary or permanent, on the donee's right to use or dispose of the donated
property? ......... .......... .......... ....................
b Did you give to anyone (other than the donee organization or another organization participating with the donee ~•' • "•~ ~ ~~
organization in cooperative fundraising) the right to the income from the donated property or to the possession of the ~' ' •
property, including the right to vote donated securities, to acquire the property by purchase or otherwise, ar to designate
the person having such income, possession, or right to acquire? . ............... . . . . . . .......... ..... .
c fs there a restriction limitin the donated pro art fora articular use? ...... . .......................... .
~r P6pervrork Reductit}n Act Notice, ee9 page 4 of sept31r8te Instruetion9, Form 82$3 (Rev, t0-99)
ISA
STF FEr]6B39p, 7
4~
Form 8283 (Rev 10-98)
Name(s) shown on your income tax return
Page 2
Identifying number
>~s_~~_a~a~
Section B -Appraisal Summary -List in this section only items (or groups of similar items) for which you claimed a
deduction of more than $5,000 per item or group. Exception. Report contributions of certain publicly traded
securities only in Section A.
If you donated art, you may have to attach the complete appraisal. See the Note in Part I below.
Part J ~ Information on Donated Property - To be completed by the taxpayer and/or appraiser.
4 Check type of property:
^ Art* (contribution of $20,000 or more) ®Real Estate ^ Gems/Jewelry ^ Stamp Collections
^ Art* (contribution of less than $20,000) ^ Coin Collections ^ Books ^ Other
"Art includes paintings, sculptures, watercolors, prints, drawings, ceramics, antique furniture, decorative arts, textiles, carpets, silver, rare manuscripts, historical
memorabilia, and other similar objects.
Note: If your total art contribution deduction was $20,000 or more, you must attach a complete copy of the signed appraisal. See instructions.
5 (a) Description of donated property (if you need
more space, attach a separate statement) (b) ff tangible property was donated, give a brief summary of the overall
physical condition at the time of the gift (c) Appraised fair
market value
A 50~ INTEREST 8.9 ACRES VACANT
B LAKE FRONT LAND 787 500
C
D
' See instructions
(d) Date acquired
by donor (mo., yr.) (e) How acquired
by donor s cost or
(f) Donor
adjusted basis (g) For bargain sales, enter
amount received
(h) Amount claimed as a
deduction
(1) Average trading price
of securities
A
B 12 19 56 PURCHASE 4 800 450 000 337 500
C
D
>Part'1~ Taxpayer (Donor) Statement -List each item included in Part I above that the appraisal identifies as having
a value of $500 or less. See instructions.
I declare that the following item(s) included in Part I above has to the best of my knowledge and belief an appraised value of not more than $500 (per item). Enter identifying letter
from Part I and describe the specific item. See instructions. - `
Signature of taxpayer (donor) - Date -
Declaration of
I declare that I am not the donor, the donee, a party to the transaction in which the donor acquired the property, employed by, or related to any of the foregoing persons, or married
to any person who is related to any of the foregoing persons. And, if regularly used by the donor, donee, or party to the transaction, I performed the majority of my appraisals during
my tax year for other persons.
Also, I declare that I hold myself out to the public as an appraiser or perform appraisals on a regular basis; and that because of my qualifications as described in the appraisal, I
am ,qualified to make appraisals of the type of property being valued: I certify that the appraisal tees were not based on a percentage of the appraised property value. Furthermore,
I understand that a false or fraudulent overstatement of the property value as described in the qualified appraisal or this appraisal summary may subject me to the penalty under
section 6701(a) (aiding and abetting the understatement of tax liability). I affirm that I have not been barred from presenting evidence or testimony by the Director of Practice.
Sign L p~rd~}fnlr"Ita (,'jr+~npitia~ t14Ppro''rawt C~r~°'
Here Signature - ~ Title - f q i r-Rr SQt Date of appraisal - ~ 2
Business address (including room or suite no.) ~ Identi ing nu ber
O C vr~ L a~.,-•~! S f S~ 2~ d - /4~ ' 9s"3 h
City or town, state, and ZIP code
t~r~ara~i-. lcL, 32 ~D¢
~ Part IV ~ Donee Acknowledgment - To be completed by the charitable organization.
This charitable organization acknowledges that it is a qualified organization under section 170(c) and that it received the donated
property as described in Section B, Part I, above on -
(Date)
Furthermore, this organization affirms that in the event it sells, exchanges, or otherwise disposes of the property described in Section B,
Part I (or any portion thereof) within 2 years after the date of receipt, it will file Form 8282, Donee Information Return, with the IRS and
give the donor a copy of that form. This acknowledgment does not represent agreement with the claimed fair market value.
Does the organization intend to use the property for an unrelated use? ............................... - ^ Yes ®No
Nam of chyaritable org atio~n (do ee) L Emplo er identification number
A~'ress~nucb~er, ~tregi~n ~p~m qr suiyp/~~ ~ • ~ I C^~ y or tovyn, statF;~nd Z`IP cod P~ 3
1d ~- ~" I (/,/, ~i6 W, r~•71T,/_~ '~\II(y I ]C(~/, 1' Q wl
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2
Owner's Policy
American Land Title Association Owner's Policy 10-17-92
with Florida modifications
Policy Number SDC 419 9 6 0
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SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS,
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation, herein called the
Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A,
sustained or incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2. Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title;
4. Lack of a right of access to and from the land.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title,
as insured, but only to the extent provided in the Conditions and Stipulations.
IN WITNESS WHEREOF, the said Old Republic National Title Insurance Company has caused its
corporate name and seal to be hereunder affixed by its duly authorized officers as of the date shown in Schedule A, the policy to be valid when
countersigned by an authorized officer or agent of the Company.
BROWN, SALZMAN, WEISS & GARGANESE, P.A.
225 E. ROBINSON ST., SUITE 660
ORLANDO, FL 32801-4322
BROWN, WARD, SAL &WEISS, P.A.
225 E. ROB N ST., SUITE 660
OR DO, FL 32801-4322
OflT Form 331 ALTA Owner's Policy 10-17-92
with Florida modifications
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
A Stock Company
400 Second Avenue South, Minneapolis, Minnesota 55401
(612371-1111 ~A /)
President
Secretary
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage
of this policy and the Company will not pay loss or damage, costs,
attorneys' fees or expenses which may arise by reason of:
1. la- Any law, ordinance or governmental regulation (including but
not limited to building and zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) the occupancy, use,
or enjoyment of the land; (ii) the character, dimensions or location of
any improvement now or hereafter erected on the land; (iii) a
separation in ownership or a change in the dimensions or area of the
land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws,
ordinances or governmental regulations, except to the extent that a
notice of the enforcement thereof or a notice of a defect, lien or
encumbrance resulting from a violation or alleged violation affecting
the land has been recorded in the public records at Date of Policy.
Ib) Any governmental police power not excluded by (a) above,
except to the extent that a notice of the exercise thereof or a notice
of a defect, lien or encumbrance resulting from a violation or alleged
violation affecting the land has been recorded in the public records at
Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof
has been recorded in the public records at Date of Policy, but not
excluding from coverage any taking which has occurred prior to Date
of Policy which would be binding on the rights of a purchaser for
value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured
claimant;
(b) not known to the Company, not recorded in the public
records at Date of Policy, but known to the insured claimant and not
disclosed in writing to the Company by the insured claimant prior to
the date the insured claimant became an insured under this policy;
Ic) resulting in no loss or damage to the insured claimant;
Id- attaching or creating subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been
sustained if the insured claimant had paid value for the estate or
interest insured by this policy.
4. Any claim, which arises out of the transaction vesting in the
insured the estate or interest insured by this policy, by reason of the
operation of federal bankruptcy, state insolvency, or similar creditors'
rights laws, that is based on:
(a) the transaction creating the estate or interest insured by this
policy being deemed a fraudulent conveyance or fraudulent transfer, or
(b) the transaction creating the estate or interest insured by this
policy being deemed a preferential transfer except where the
preferential transfer results from the failure:
(i) to timely record the instrument of transfer; or
(ii) of such recordation to impart notice to a purchaser for
value or a judgment of lien creditor.
CONDITIONS AND STIPULATIONS
1. Definition of Terms.
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A, and, subject to
any rights or defenses the Company would have had against the
named insured, those who succeed to the interest of the named
insured by operation of law as distinguished from purchase including,
but not limited to, heirs, distributees, devisees, survivors, personal
representatives, next of kin, or corporate or fiduciary successors.
Ibl "insured claimant": an insured claiming loss or damage.
(c) "knowledge" or "known": actual knowledge, not
constructive knowledge or notice which may be imputed to an insured
by reason of the public records as defined in this policy or any other
records which impart constructive notice of matters affecting the land.
(d) "land": the land described or referred to in Schedule A, and
improvements affixed thereto which by law constitute real property.
The term "land" does not include any property beyond the lines of
the area described or referred to in Schedule A, nor any
right, title, interest, estate or easement in abutting streets, roads,
avenues, alleys, lanes, ways or waterways, but nothing herein shall
modify or limit the extent to which a right of access to and from the
land is insured by this policy.
(e) "mortgage": mortgage, deed of trust, trust deed, or other
security instrument.
(f) "public records": records established under state statutes at
Date of Policy for the purpose of imparting constructive notice of
matters relating to real property to purchasers for value and without
knowledge. With respect to Section 11a-(iv) of the Exclusions from
Coverage, "public records" shall also include environmental protection
liens filed in the records of the clerk of the United States District
Court for the district in which the land is located.
(g) "unmarketability of the title": an alleged or apparent matter
affecting the title to the land, not excluded or excepted from
coverage, which would entitle a purchaser of the estate or interest
described in Schedule A to be released from the obligation to
purchase by virtue of a contractual condition requiring the delivery of
marketable title.
2. Continuation of Insurance After Conveyance of Title.
The coverage of this policy shall continue in force as of Date of
Policy in favor of an insured only so long as the insured retains an
estate or interest in the land, or holds an indebtedness secured by a
purchase money mortgage given by a purchaser from the insured, or
only so long as the insured shall have liability by reason of covenants
of warranty made by the insured in any transfer or conveyance of the
estate or interest. This policy shall not continue in force in favor of
any purchaser from the insured of either (i) an estate or interest in
the land, or (ii) an indebtedness secured by a purchase money
mortgage given to the insured.
3. Notice of Claim to be Given by Insured Claimant.
The insured shall notify the Company promptly in writing (i) in
case of any litigation as set forth in Section 41a) below, (ii) in case
knowledge shall come to an insured hereunder of any claim of title or
interest which is adverse to the title to the estate or interest, as
insured, and which might cause loss or damage for which the
Company may be liable by virtue of this policy, or liii) if title to the
estate or interest, as insured, is rejected as unmarketable. If prompt
notice shall not be given to the Company, then as to the insured all
liability of the Company shall terminate with regard to the matter or
matters for which prompt notice is required; provided, however, that
failure to notify the Company shall in no case prejudice the rights of
any insured under this policy unless the Company shall be prejudiced
by the failure and then only to the extent of the prejudice.
4. Defense and Prosecution of Actions; Duty of Insured Claimant to
Cooperate.
(a- Upon written request by the insured and subject to the
options contained in Section 6 of these Conditions and Stipulations,
the Company, at its own cost and without unreasonable delay, shall
provide for the defense of an insured in litigation in which any third
party asserts a claim adverse to the title or interest as insured, but
only as to those stated causes of action alleging a defect, lien or
encumbrance or other matter insured against by this policy. The
Company shall have the right to select counsel of its choice (subject
to the right of the insured to object for reasonable cause) to
represent the insured as to those stated causes of action and shall
computed and settled on a pro rata basis as if the amount of
insurance under this policy was divided pro rata as to the value on
Date of Policy of each separate parcel to the whole, exclusive of any
improvements made subsequent to Date of Policy, unless a liability or
value has otherwise been agreed upon as to each parcel by the
Company and the insured at the time of the issuance of this policy
and shown by an express statement or by an endorsement attached
to this policy.
9. Limitation of Liability
Ia1 If the Company establishes the title, or removes the alleged
defect, lien or encumbrance, or cures the lack of a right of access to
or from the land, or cures the claim of unmarketability of title, all as
insured, in a reasonably diligent manner by any method, including
litigation and the completion of any appeals therefrom, it shall have
fully performed its obligations with respect to that matter and shall
not be liable for any loss or damage caused thereby.
(b) In the event of any litigation, including litigation by the
Company or with the Company's consent, the Company shall have no
liability for loss or damage until there has been a final determination
by a court of competent jurisdiction, and disposition of all appeals
therefrom, adverse to the title as insured.
(c) The Company shall not be liable for loss or damage to any
insured for liability voluntarily assumed by the insured in settling any
claim or suit without the prior written consent of the Company.
10. Reduction of Insurance; Reduction or Termination of Liability.
All payments under this policy, except payments made for costs,
attorneys' fees and expenses, shall reduce the amount of the
insurance pro tanto.
11. Liability Non-cumulative.
It is expressly understood that the amount of insurance under
this policy shall be reduced by any amount the Company may pay
under any policy insuring a mortgage to which exception is taken in
Schedule B or to which the insured has agreed, assumed, or taken
subject, or which is hereafter executed by an insured and which is a
charge or lien on the estate or interest described or referred to in
Schedule A, and the amount so paid shall be deemed a payment
under this policy to the insured owner.
12. Payment of Loss.
(a) No payment shall be made without producing this policy
for endorsement of the payment unless the policy has been lost or
destroyed, in which case proof of loss or destruction shall be
furnished to the satisfaction of the Company.
(b) When liability and the extent of loss or damage has been
definitely fixed in accordance with these Conditions and Stipulations,
the loss or damage shall be payable within 30 days thereafter.
13. Subrogation Upon Payment or Settlement.
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a claim
under this policy, all right of subrogation shall vest in the Company
unaffected by any act of the insured claimant.
The Company shall be subrogated to and be entitled to all
rights and remedies which the insured claimant would have had
against any person or property in respect to the claim had this policy
not been issued. If requested by the Company, the insured claimant
shall transfer to the Company alf rights and remedies against any
person or property necessary in order to perfect this right of
subrogation. The insured claimant shall permit the Company to sue,
compromise or settle in the name of the insured claimant and to use
the name of the insured claimant in any transaction or litigation
involving these rights or remedies.
If a payment on account of a claim does not fully cover the loss
of the insured claimant, the Company shall be subrogated to these
rights and remedies in the proportion which the Company's payment
bears to the whole amount of the loss.
If loss should result from any act of the insured claimant, as
stated above, that act shall not void this policy, but the Company, in
that event, shall be required to pay only that part of any losses
insured against by the policy which shall exceed the amount, if any,
lost to the Company by reason of the impairment by the insured
claimant of the Company's right of subrogation.
(b) The Company's Rights Against Non-Insured Obligors.
The Company's right of subrogation against non-insured obligors
shall exist and shall include, without limitation, the rights of the insured
to indemnities, guaranties, other policies of insurance or bonds,
notwithstanding any terms or conditions contained in those instruments
which provide for subrogation rights by reason of this policy.
14. Arbitration.
Unless prohibited by applicable law, arbitration pursuant to
the Title Insurance Arbitration Rules of the American Arbitration
Association may be demanded if agreed to by both the Comparry
and the insured. Arbitrable matters may include, but are not
limited to, any controversy or claim between the Comparry and
the insured arising out of or relating to this policy, arty service of
the Company in connection with its issuance or the breach of a
policy provision or other obligation. Arbitration pursuant to this
policy and under the Rules in effect on the date the demand for
arbitration is made or, at the option of the insured, the Rules in
effect at Date of Policy shall be binding upon the parties. The
award may include attorneys fees only if the laws of the state in
which the land is located permit a court to award attorneys fees
to a prevailing party. Judgment upon the award rendered by the
Arbitratorf s) may be entered in any court having jurisdiction
thereof.
The law of the situs of the land shall apply to an
arbitration under the Title Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company
upon request.
15. Liabililty Limited to this Policy; Policy Entire Contract.
(a) This policy together with all endorsements, if any, attached
hereto by the Company is the entire policy and contract between the
insured and the Company. In interpreting any provision of this policy,
this policy shall be construed as a whole.
(b) Any claim of loss or damage, whether or not based on
negligence, and which arises out of the status of the title to the
estate or interest covered hereby or by any action asserting such
claim, shall be restricted to this policy.
(c) No amendment of or endorsement to this policy can be made
except by a writing endorsed hereon or attached hereto signed by either
the President, a Vice President, the Secretary, an Assistant Secretary, or
validating officer or authorized signatory of the Company.
16. Severability.
In the event any provision of the policy is held invalid or
unenforceable under applicable law, the policy shall be deemed not to
include that provision and all other provisions shall remain in full
force and effect.
17. Notices, Where Sent.
All notices required to be given the Company and any statement in
writing required to be furnished the Company shall include the number of
this policy and shall be addressed to the Company at its home office,
400 Second Avenue South, Minneapolis, Minnesota 55401, (612) 371-1111.
not be liable for and will not pay the fees of any other counsel. The
Company will not pay any fees, costs or expenses incurred by the
insured in the defense of those causes of action which allege matters
not insured against by this policy.
Ibl The Company shall have the right, at its own cost, to
institute and prosecute any action or proceeding or to do any other
act which in its opinion may be necessary or desirable to establish
the title to the estate or interest, as insured, or to prevent or reduce
loss or damage to the insured. The Company may take any
appropriate action under the terms of this policy, whether or not it
shall be liable hereunder, and shall not thereby concede liability or
waive any provision of this policy. If the Company shall exercise its
rights under this paragraph, it shall do so diligently.
(c) Whenever the Company shall have brought an action or
interposed a defense as required or permitted by the provisions of
this policy, the Company may pursue any litigation to final
determination by a court of competent jurisdiction and expressly
reserves the right, in its sole discretion, to appeal from any adverse
judgment or order.
Id) In all cases where this policy permits or requires the
Company to prosecute or provide for the defense of any action or
proceeding, the insured shall secure to the Company the right to so
prosecute or provide defense in the action or proceeding, and all
appeals therein, and permit the Company to use, at its option, the
name of the insured for this purpose. Whenever requested by the
Company, the insured, at the Company's expense, shall give the
Company all reasonable aid (i) in any action or proceeding, securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (ii) in any other lawful act
which in the opinion of the Company may be necessary or desirable
to establish the title to the estate or interest as insured. If the
Company is prejudiced by the failure of the insured to furnish the
required cooperation, the Company's obligations to the insured under
the policy shall terminate, including any liability or obligation to
defend, prosecute, or continue any litigation, with regard to the
matter or matters requiring such cooperation.
5. Proof of Loss or Damage.
In addition to and after the notices required under Section 3 of
these Conditions and Stipulations have been provided the Company, a
proof of loss or damage signed and sworn to by the insured claimant
shall be furnished to the Company within 90 days after the insured
claimant shall ascertain the facts giving rise to the loss or damage.
The proof of loss or damage shall describe the defect in, or lien or
encumbrance on the title, or other matter insured against by this
policy which constitutes the basis of loss or damage and shall state,
to the extent possible, the basis of calculating the amount of the loss
or damage. If the Company is prejudiced by the failure of the insured
claimant to provide the required proof of loss or damage, the
Company's obligations to the insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue
any litigation, with regard to the matter or matters requiring such
proof of loss or damage.
In addition, the insured claimant may reasonably be required to
submit to examination under oath by any authorized representative of
the Company and shall produce for examination, inspection and
copying, at such reasonable times and places as may be designated
by any authorized representative of the Company, all records, books,
ledgers, checks, correspondence and memoranda, whether bearing a
date before or after Date of Policy, which reasonably pertain to the
loss or damage. Further, if requested by any authorized representative
of the Company, the insured claimant shall grant its permission, in
writing, for any authorized representative of the Company to examine,
inspect and copy all records, books, ledgers, checks, correspondence
and memoranda in the custody or control of a third party, which
reasonably pertain to the loss or damage. All information designated
as confidential by the insured claimant provided to the Company
pursuant to this Section shall not be disclosed to others unless, in
the reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the insured claimant to submit
for examination under oath, produce other reasonably requested
information or grant permission to secure reasonably necessary
information from third parties as required in this paragraph shall
terminate any liability of the Company under this policy as to that
claim.
6. Options to Pay or Otherwise Settle Claims; Termination of
Liability
In case of a claim under this policy, the Company shall have the
following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the amount of insurance under this
policy together with any costs, attorneys' fees and expenses incurred
by the insured claimant, which were authorized by the Company, up to
the time of payment or tender of payment and which the Company is
obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations to the insured under this policy, other than to make the
payment required, shall terminate, including any liability or obligation
to defend, prosecute, or continue any litigation, and the policy shall
be surrendered to the Company for cancellation.
Ib- To Pay or Otherwise Settle With Parties Other than the
Insured or With the Insured Claimant.
(i) to pay or otherwise settle with other parties for or in
the name of an insured claimant any claim insured against under this
policy, together with any costs, attorneys' fees and expenses incurred
by the insured claimant which were authorized by the Company up to
the time of payment and which the Company is obligated to pay; or
Iii) to pay or otherwise settle with the insured claimant
the loss or damage provided for under this policy, together with any
costs, attorneys' fees and expenses incurred by the insured claimant
which were authorized by the Company up to the time of payment
and which the Company is obligated to pay.
Upon the exercise by the Company of either of the options
provided for in paragraphs Ib)li- or Iii), the Company's obligations to
the insured under this policy for the claimed loss or damage, other
than the payments required to be made, shall terminate, including any
liability or obligation to defend, prosecute or continue any litigation.
7. Determination, Extent of Liability.
This policy is a contract of indemnity against actual monetary
loss or damage sustained or incurred by the insured claimant who
has suffered loss or damage by reason of matters insured against by
this policy and only to the extent herein described.
(a) The liability of the Company under this policy shall not
exceed the least of:
(i) the Amount of Insurance stated in Schedule A, or,
Iii) the difference between the value of the insured estate
or interest as insured and the value of the insured estate or interest
subject to the defect, lien or encumbrance insured against by this
policy.
Ibl The company will pay only those costs, attorneys' fees and
expenses incurred in accordance with Section 4 of the Conditions and
Stipulations.
8. Apportionment.
If the land described in Schedule A consists of two or more
parcels which are not used as a single site, and a loss is established
affecting one or more of the parcels but not all, the loss shall be
~*>f
* (~ * OLD REPUBLIC
* 'F National Title Insurance Company
~Ir
1971 LEE ROAD
WINTER PARK, FL 32789
Phone: (407)647-1915
Fax: (407)647-1735
www.oldrepublictitle.com
Home Office: Minneapolis, Minnesota 55401-2499
August 22, 2003
"VIA FACSIMILE # (407) 425-9596 & U.S MAIL"
Brown, Salzman, Weiss & Garganese, P.A.
225 East Robinson Street
Suite 660
Orlando, Florida 32802
Attn: Joan Flowers
Re: Commitment No.:
File No.: 03083455
Proposed Insured: CITY OF WINTER SPRINGS, FLORIDA, a political subdivision
Policy Amount; $1,000,000.00
Dear Joan Flowers:
This fetter is to confirm Old Republic National Title's approval of your issuance of the above-referenced
commitment, the policy amount of which is in excess of your authority under your agency contract.
Please attach a copy of this letter to the policy copy that you forward to our Data Entry Department.
Thank you for using Old Republic Title, and if I can be of further assistance, please feel free to contact
me.
Sincerely,
Susan M. Holland
-Commercial Examiner
Email: shollandCa~oldrepnatl.com
Fax: 407/647-1735
SMH/anm
utcuvcs uv>v'tt LIMITS LETTER MF01182 PAGE 1 OF 1
Southeastern Surveying
Charles W. Wincey Trust Lease Agreement