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HomeMy WebLinkAboutBlumberg, Lewis and Juanita D. Agreement to Acquire Property and Easement -2000 11 29 ','-.' .., .. AGREEMENT TO ACQUIRE PROPERTY AND EASEMENT ~ j1A:JiJt-r"' 1wt - This Agreement is made this 29th day of November, 2000, by LEWIS ,2000, hy LEWIS BLUMBERG and JUANITA O. BLUMBERG (hereinnafter "Seller"), and the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation (hereinafter "Buyer"). WITNESSETH: WHEREAS, Seller is the sole owner in fee simple of certain real property in Seminole County, Florida, more particularly described in Exhibit "1" attached hereto and incorporated herein by this reference ("Property"); and WHEREAS. at the execution date of this Agreement, Buyer is aggregating lands situated on an around Seller's property for purposes of creating a network of parks and roadways for the City of Winter Springs Town Center; and WHEREAS, Buyer and Seller currently have an application before the Governor and Cabinet for the State of Florida to acquire two portions of Seller's property for purposes of creating Hickory Grove Park and the acquisition of said park is a condition precedent to the parties performance under this Agreement; and WHEREAS, Seller desires to grant Buyer an exclusive and irrevocable option to acquire fee simple title to the portion of the Property depicted on Exhibit "2" as a sixty (60) foot right-of- way, under the terms and conditions of this Agreement; and WHEREAS, the exercise of the aforesaid option shall be at the sole discretion of the Buyer pursuat to the terms and conditions of this Agreement; and WHEREAS, Seller also desires to grant Buyer a thirty (30) foot easement located on the Property under the terms and conditions of this Agreement; and . WHEREAS, Seller further desires to grant Buyer a right-of-first-refusal to acquire fee simple title to the portion of the Property depicted on Exhibit "5", under the terms and conditions of this Agreement. NOW THEREFORE., in consideration of Fifteen Thousand Dollars ($15,000.00), and the mutual covenants, terms, and conditions and restrictions contained herein, together with other good and valuable consideration, the receipt and sufficiency of which is acknowleged, and Two Thousand Dollars ($2,000.00) of which is deemed sufficient consideration for the option granted to Buyer hereunder ("Option Money"). and Two Thousand Dollars ($2,000.00) of which is deemed sufficient consideration for the right-of-first refusal granted to Buyer hereunder ("Refusal. Money") the parties agree as follows: 1. Recitals. The foregoing recitals, are true and accurate and are incorporated herein in their entirety by this reference. J . ~'. _". . 2. Condition Precdent: Payment. All rights, obligations, and liabilities of Seller and Buyer under this Agreement shall be subject to the acquisition of the West Hickory Grove Park (1.669 acres) and East Hickory Grove Park (2.856 acres), as depicted on Exhihit "2", by the State of Florida. If the aforementioned parks are not so acquired within one (1) year of the effective date of this Agreement, this Agreement shall automatically terminate and the parties shall not have any further obligations under this Agreement. However, if said parks are acquired. Buyer shall pay Seller Fifteen Thousand and no/100 Dollars ($15.000.00) within fourteen (14) days of the park acquisition and Seller and Buyer shall perform their respective obligations under this Agreement. 3.Option. Seller hereby grants to Buyer the exclusive and irrevocable right and option to purchase the sixty (60) foot right of way depicted on Exhibit "'2" and located on Seller's Property ("Option Property") in accordance with the terms and conditions herein. Buyer shall exercise this option in its sole and absolute discretion by giviing notice of exercise to Seller no later than two (2) years after the aforementioned payment is made to Seller. If Buyer timely exercises this option,within ten (10) calendar days therefrom. Seller and Buyer shall perform the Sale and Purchase Contract as provided in Section 11 below. If Buyer fails to timely exercise this option, Buyer and Seller shall be relieved of all further rights and responsibilities under this Agreement and Seller shall retain the Option Money. 4. Description of Option Property. The parties acknowledge that upon the execution of this Agreement the only legal description of the Option Property is the depiction on Exhihit "2" Upon the execution of this Agreement, Buyer may have the Option Property surveyed or resurveyed by a surveyor: duly licensed in Florida. The survey shall be by a metes and bounds description and said description shall be incorporated into this Agreement and the Sales and Purchase Contract attached hereto as if included herein at the effective dale of this Agreement The survey and !egal description shall be approved by both parties prior to incorporation into this Agreement and the Sale and Purchase Contract. Said approval shall not be unreasonably withheld by the parties. 5. Purchase Price of Option Property. Seller and Buyer agree that the consideration to pay for the Option Property: shall be equal to Two and 30/100 Dollars ($2.30) per square foot, which represents the appraised value of the Seller's properly on August 1, 2000. per the written appraisal prepared by Clayton, Roper & Marshall. 6. Right of First Refusal. ln addition to the right to acquire the Option Property described .in paragraph 4, Seller also hereby grants to Buyer the exclusive and irrevocable right of first refusal to purchase the real property or any part thereto depicted on Exhibit "5" and all buildings and structures thereon ("Residence Property") in accordance with the terms and conditions herein. This right of first refusal shall be for a term of five (5) years from the effective date of this Agreement. In furtherance of this five (5) year right of first refusal, Seller agrees to promptly notify all potential purchasers of the Residence Property of the Buyer's right of first refusal and also agrees that the closing of any contract for the sale and purchase of the Residence Property, other than a contract with Buyer, shall be expressly made contingent upon Buyer not exercising its right of first refusal granted under this Agreement. Upon receipt and acceptance by I 2 Page 4/14 Seller of any fully executed and binding contract to purchase the Residence Property, Seller shall deliver me contract to Buyer within three (3) calendar days. Buyc:r shall have fourteen (14) calendar days in which to evaluate the contract and to decide whether Buyer will acccept the terms of the binding contract and exercise its right of first refusal granted by this Agreement. If Buyer exercices its right of first refusal, Buyer and Seller shall enter into a binding Sale and Purchase Contract for the: Residence Property in a form substantially similar to the contract between Seller and the other party. The contract with the other party shall then automatically terminate and be given no effect. 7. Consideration. The consideration defined above as Option Money and Refusal Money is the sole property of Seller and is complete payment for the granting of the option and right of first refusal granted hereunder and as such is forfeited absolutely by Buyer. Should Buyer exercise the option or right-of-first-refusal, no credit will be given toward the purchase price for the consideration paid for this option and right-of-first-refusal. 8. Covenant Not to Further Encumber. Seller shall not lease, sell, or otherwise convey the Option Property during the period of this option without Buyer's express written consent. In the event any lien, mortgage, or encumhrance is placed upon the Option Property during the option period, Seller shall cause same to be removed at Seller's sole expense prior to the closing on the Option Property. Failure to remove any such lien, mortgage and encumbrance within thirty (30) days after notice is given to Seller by Buyer, shall constitute a breach of the option and Buyer shall have all remedies for damages provided by law or in equity (including specific performance and injunctive relief or at the sole option of Buyer, Buyer may elect to cancel this option, and in such event, neither party shall have any further Obligation hereunder. 9.Assignment of Option or Right-of-First- Refusal. The option and right-of-first- refusal granted hereunder may not be assigned by Buyer without SelIer's approval. 10. Recording of Agreement. Buyer shall have the right to record this Agreement or a short form memorandum of the Agreement, at Buyer's option, in the public records of Seminole County, Florida at Buyer's sole expense. In the event Buyer does not exercise the option on the Option Property, or exercises the option and fails or refuses to close and acquire title to the Option Properly, Buyer agrees to sign any and all instruments necessary to remove any cloud of title on the said right-of-way property caused solely by this Agreement; and to have such instrument recorded in the public records of Seminole County, Florida at Buyer's sole expense. 11. Incorporation or Standards; Other Provisions. A form Contract for Sale and Purchase is attached hereto as Exhibit "3" and is incorporated herein by this reference ("Sale and Purchase Contract"). Said Sale and Purchase Conrract shall cuntrol and govern the rights of the parties, expenses, closing procedures, etc., as set forth therein if Buyer exercises the option to acquire the Option Property. 12. Conveyance of Easement. Seller shall convey to Buyer a thirty (30) foot easement so that Buyer shall be able to connect West and east Hickory Grove Park, as generally depicted on Exhibit "2", provided West and East Hickory Grove Park are acquired by the State of Florida; 3 . Page 5/14 The Easement shall be in the t"orm of Exhibit "4." Upon lhe acquisition of West and East Hickory Grove Park by the State of Florida. Buyer shall have the easement area surveyed by a surveyor duly li\:enscd in Florida. The survey shall be by metes and bouuds d~scription and said dcs~ripliun shall be incorporated into this Agreement and the Easemem attached as Exhibit "4" as if included herein at the effective dale ufthis Agreement. The survey and Jegal description shall be approved by both parties. Said approval shall not be ullreason.1bly withheld by the parties. Withill five (5) busi!1ess days of the parti~s approving the survey and legal description, SeIler shall fu~ly exc<.."Ute the Easement attached as Exhibit "4" and immediately ddiver the Easement to Buyer. Buyer shall record the Easement in the Public Records of Seminole County, florida. 13. Notices. All polices, consents, requests, instructions, approvals and other communications provided herein shall be validly given in writing and delivered personally or sent registered or certified mail (return receipt rcquested),postage prepaid, as to Buyer at the following address: Ronald Mclemore, City Manager City of Winter Springs 1126 East State Road 434 Winter Springs. Florida 32708-2799 with a Copy to: Anthony A. Garganese, City Attorney Brown, Ward, Salzman & Weiss, P.A. P.O. Box 2873 Orlando, Florida 32802-2873 and as to the Seller, to: Lewis Blumberg and Juanita D. Blumberg P O Box 195430 Winter Springs, FL 32717-5430 or, in each case, at such other address as may be hereafter specified in writing by notice given by any party to each of the remaining parties to thisAgreement. 14. Amendment and Modification. This Agreement may not be changed, waived, discharged or terminated except with the written consent of Seller and Buyer. 15. Attoney's fees. Should any legal action or suit become necessary hereunder for breach of contract, specific performance or injunction, the prevailing party shall be entitled to suit costs and reasonable attorney's fees through all appellate proceedings. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which may be executed by one or more of the parties hereto, but all of which, when delivered 4 Page 6 and taken together, shall conslitute but one agreement hinding upon all the parties hereto. 17. Choice of Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Florida. The parties agree that venue for any state action between the parties shall be Seminole County, Florida and as to any federal action in Orlando, Florida. 18. Persons Bound. The benefits and obligtions of the covenants herein shall inure to and bind the respective heirs, representatives, successors and assigns of the parties hereto. 19. Time of Essence. Time is of the essence for this Agreement. 20. Headings; Entire Agreement; Governing Law. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral among the parties with respect to the subject matter hereof. 21. Savings Clause. The invalidity or unenforceability of any particular provisions or this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted unless the invalid or unenforceable provision constitutes a substantial part of the consideration exchanged by the parties hereunder. In which case, either party shall have the right to terminate this Agreement within five (5) days of the provision being declared invalid or unenforceable by a court of competent jurisdiction. 22. Exhibits Incorporated. Exhibits " 1" (Map of Blumberg Parent Parcel), "2" (60 foot right-of-way and 30 foot easement depictions map), "3" (Sale and Purchase Contract and addendum), "4'; (Easement). and "5" (Residence Property), which are attached to this Agreement are hereby fully incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above. [Signature page is next page] 5 Page 7/14 WITNESSES: . ......... Deborah L. Gillespie Print Name Tanya Haas -- Print Name STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this 30 th day of November, 2000, by PAUL.P. PARTYKA, as Mayor, on behalf of the City of Winter Springs, who is/is not personally known to me, or has produced as identification Anthony Garganese Print Name Ronald W. McLemore Print Name STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing instrument was acknowledged before me this 29th day of November 2000, by LEWIS BLUMBERG, who is/is not personally known to me, or has produced FL DL as idenitication. Tany Haas Notary Public Sent. By: BAOWN.WARD,SALZMAN&WEISS.P.A.; 407 425 9596; May-20.0211:34AMj Page 8/14 '. . . -/.$~ UAl'HTA D. BLUMBERG . ~ /J. ~~ -.P <r Prim Name: /f1;1fI-1 ~ 4 LJ. P1 '/...(.,:.~--"1 c' STATE OF FLORIDA COUNTY OF ~ U 1("'0 Ie.. The foregoing instrumem was al:knowJe<Jged before me this ~ day (.If~, 2000. by JUANITA D. B~UM~ER~, who is/is no(~1fa\il~own {O me, or has produced ~~~E;1.;a~4\~c;(9as Idcntlficauon. ~ ;:om 1UIOn~ . . .. FllbNary 10. .. NOTARY PUBLIC 7 Sent.By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9596; May-20-0211:34AM; . Page 9/14 ,- EXfUBIT LIST Exrubj( .. t " Map of Blumherg Parent Parcel Exhibit "2 n 60 Fout Right-of-way and 30 FOOL F.a~~m~nt Depiction Map Exhibit" 3 n Sale and Purd}jse C6iitracI and Addendum Exhibit "4" Publk Rt:creational Easement Exhibit".s tI Re$ilh:~m;e Propel1y 8 Se~t By: BROWN,WARD,SALZMAN&WEISS,P.A.; 407 425 9596; May-20.0211:35AM; Page 10/14 ~- '. . . Subject PropertY Tax Map G . - ....... . l~ - . --- ~o ~ @ ... :. .. .. -~~}7r~1 t\ Page 28 CLAYTON. ROPER & MARSHALL .-... . - ~.' ,... _...-- . .--' .. . -'-~ . . - :~~:,~~~",:-~,~:~,::~".~' . ':~..-:? .. :". ._"... :~.-:" . ..,... EXHIBIT j j..- .. :t Sent By: BAOWN,WAAD,SALZMAN&~~ISS,P.A.; 407 425 9596; May-20-02 11 :35AM; Page 11/14 - . . - . - -. . . -.. --.. -. LEGAL DESCRIPTION OF THE BLUMBERG PROPER1Y Lots 28. 29, and 30 of BloCk 8, O.R. Mitchell's survey of the Levy Grant. according to the plat thereof as recorded in Plat Book 1, page 5. public records of Seminole County, Florida. Less and Except the land sold to the School Board of Seminole as recorded in Book 2778; page 176 of the public record of Seminole. C?un!y: . .. ,,~ ., tlU ZI .~ ~ 1:... " ~ Mltdt~' -., ., tIl. t,." Cit'P' .., LiMw ~ fl ~ Jt ~I ,.. I, ...,. ~ Iff /Jf~ JIU6/k 'HI<V d/ SMtIl.., &l4ttft)l A4nW4 bdt m_ ~ "-riHd CIII ~ ~It " LS4"n,..~, ~( 01 it(om~tlo4 ~ 1M Nrtt.. ~f{'oa"'", ,,4. Sbwt (a ~, iHf ".. "",.'-~ .. "" ... .Ml'-Mu' /It4 .1 . 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IfW .~lIltf IfJJiI.JIbt ~_ 11M 1J1.IO fHf ,. ltc. ,..,.,.., 6wf.IIInIrg. . - - Also: TRACT I: Begin at Intersection of easteriyrightof way of Sanford-OviedoRoad and the northerly line of the unplatted part of Block B lying north and east of Sanford-Oviedo Road of D.R Mitchen'sSurvey of Levy Grant. Plat. Book 1, Page 5 0.1 the Public Records of Seminole County, 'Florida. Run South 39050'15" east along theeaster1y right of way at Sanford-oviedo Road 368.0': thence north 50009'45" - Page 8 CLAYTON. ROPER & MARSHALL Se~t By: BROWN,WARO,SALZMAN&WEISS,P.A.; 407 425 9596; May-20-0211:36AM; Page 12/14 - , -. .-- . . .. ... ( east 237;461 to north line of unpfotted part of Block 8 the~e north 7~40'15" west 437.96' to point of beginning; TRACT 11: Begin at Intersection of ea$tet1yright of way of Sanford-Oviedo Road and the northerly line of unplatted part of Block Slying northeast of Sanford..oviedo Road of D.R. Mitchell's Survey of Levy Grant. run south 39050'15" east along easterlv right of way 368' to point of. beginning. Run thence south 39050'1S' east along easterty right of way 152', thence north SOO09'45" east 335.54' to north line .of said un plotted part of81ock B thence north 72040'15" west along north line 180.9', thence south S()Q 09'4S' west 237.46' to ~iririiri9. LESS .and EXCEPT from. Tracts I and 11 that portion conveyed to the State of Ronda Department of Transportation in that certain Deed filed March 4, 1994 in Official Records Book 27fi7. Page 598, Public Records of Seminoie County, ROrlda, being descri~ as foUows: A part of the unnumbered Lot in Block 8,. O;R Mitchelrs Survey of the Levy Grant according to the plat thereof as recorded in Plat Book t. page 5 of the Public Records of Seminole County,Florida, being more p8rt;culadY described as follows: . CommenCe at the Northeast comer of said unnumbered Lot in Block 6, being the point of inter-section of the Southerly right ot way line. of FIrst Str~t, ~ 3O-foot wide unopened right-of-way and the Northwesterty right-ot-way.Une of Brantley Avenue, a 50-foot wide.right of Way; tl1enee NO N.orth 71'2440" West a/Qng said Southerly right of way of First Street- and the NorthUne .of said unnumbered Lot in Block B a distance of 1673:03.feetfor a point of beginning;.thence departing said North line of the unnumbered Lot in Block B run South 38043'16" East a distance of.440.56 feet; thence roo South 510 27'38" West a distance of 53.01 feet to a point on the Northeasterly right of Vk1.y line otS.R. 434 according to F.D.O. T. Right-of-Way Map Section 77070-2516; thence I'Un North 38032'22" West along said Northeasterly right.. .of-way line of S.R 434 a distance of 520;53 feet to said Southerly rtght;of~Way line of First Street; thence run South 71~40" East along said Southerty right-of-way line of First Street a distance of 95.17 feet to the point of beginning. The above-described property will also be further reduced by the pending sale of 5.916 acres contained within 5 parcels to the City of Winter Springs. This pending sale is related to the same Town Center Recreational Park as the current acquisition. The legal descriptions of these 5 parcels that will be split off from the larger pdrccl are incfuded in the addendum of this report. 1Jl(~I' r<:;.INT~RF~T A(1PItAI~~n !nt ~y: BROWN,WARD,SALZMAN&WEISS,P.A.j 407 425 9596; May-20-02 11 :37AM; Page 13/14 '. ( ( FIVE.YEAR HISTORY OF TITLE Blumberg Property The owners of the property purchased the various parcels that comprise the entire property OVer a period of several yearS as shown in the following table: PROPERTY PURCHASE SUMMARY Parcet Purchase Date OR & B ft- 2030-26-5AR..OBoo..ooU 1 Oct-85 1681--599 .2030..26-SAR"()BOO-OO28 Jul-OO 1288-405 . 203o..26-5AR~B00-0029 Nov-81 1365-1123 203Q..2f5:5AR-QSOO-OO30 Dec-78 1202-1865 Hickory Grove 2.856 acres Median C 0.688 acres Green Space Purchase Area Exhibit 2 City of Winter Springs Bank of America Check Number 000754 1126 E. SR 434 110 E. SR 434 Winter Springs, FL 32708 Winter Springs, FL 32708 ******98,768 DOLLARS AND 39 CENTS Vendor No. Check Date Check Amount 229 05/10/2002 $98,768.39 Pay to the order of BROWN, WARD, SALZMAN & WEISS, P.A. 225 EAST ROBINSON ST., STE 660 RONALD W. McLEMORE P.O. BOX 2873 ORLANDO FL 32802-2873 CITY OF WINTER SPRINGS INVOICE DATE INVOICE NUMBER P.O. NO. VOUCHER INVOICE DESCRIPTION NET INVOICE AMOUNT 05/06/02 FILE-1208 8199 PURCHASE OF ROW BY CITY W 98,768.39 VENDOR NO. VENDOR NAME CHECK NO. CHECK DATE CHECK AMOUNT 229 BROWN, WARD, SALZMAN & WEISS, P.A. 000754 05/10/2002 $98,768.39 II/North Orange A venue, Suite 875 Post Office Bux 2R73 Orlando, Florida 32802-2873 (407) 425-9566 (407) 425-9596 fax Copy attached as requested If there are any quest ions rexarding this'lax, Brown, Ward, Salzman & Weiss, P. A. 111 North Orange Avenue, Suite 875 Post Office Box 2873 Orlando, Florida 32802-2873 (407) 425-9566 (407) 425-9596 fax e-mail address: agarganese@orlandolaw.net Date: May 20, 2002 To: George Edwards Fax: 407-327-6695 Phone From: Joan Flowers, Assistant to Anthony A. Garganese, Esq., City Attorney Pages (including this one) 14 Reference: Agreement to Acquire Property and Easement Blumberg to City of Winter Springs Our file No. 1193 Comments: Copy attached as requested. If there are any questions regarding this fax, please call (407) 425-9566