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HomeMy WebLinkAbout2006 03 27 Regular Item 302 Land Purchase Oak Forest Wall Extension COMMISSION AGENDA ITEM 302 CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X March 27,2006 Meeting MGR/DEPT Authorization REQUEST: The Community Development Department is requesting authorization for the purchase of land at a cost of $3,600 plus related expenses for the construction of a wall extension located at the north end of the Oak Forest Development along Tuskawilla Road. PURPOSE: This agenda item is needed for the City Commission to authorize the purchase of parcel 26-20-30-5AR-ODOO-0730 (2353 square feet of vacant land) from Seminole Pines Associates, LTD., required for construction of the proposed Oak: Forest Wall Extension Project. CONSIDERATIONS: On June 27, 2005, Staff presented Informational Item 303 regarding the Oak Forest Wall and Beautification District's Proposed Wall Extension Project, informing the City Commission of the Advisory Board's desire to extend the existing decorative wall to include property recently purchased by Oak: Forest Residents on Cheoy Lee Circle. The Advisory Board feels a wall extension would provide a unified aesthetic appearance for the community while complying with the original intent of the beautification project. In order for the wall extension to be constructed, land must be purchased by the City or an easement granted to the City by the adjoining homeowners, which would provide suitable property to install the project. Staff initially provided an estimated cost outline for the project of $30, 850 which included: wall construction ($20,000), legal fees ($2,000), engineering ($2,500), survey ($500), easement abandonment ($850) and land purchase costs ($5,000). 032706_ COMM _REGULAR_302 _Oak _Forest_ Wall_Extension Mr. Todd Newby of Seminole Pines Associates, LTD., who is the owner of the property, has agreed to sell the parcel to the City of Winter Springs at current market value plus associated costs related to the sale. Staff requested the City Attorney draft an agreement for purchase and sale to be used in acquiring the parcel in addition to requesting a land survey and appraisal from LandMark Valuation Group to be used to formulate the market value of the property. As a result, an offer of $3,600 plus related expenses has been unanimously approved for recommendation to the City Commission by the Oak Forest Wall and Beautification District Advisory Board at the Regular Meeting on February 9,2006. FUNDING: Funding for this project in the amount of $3,600 plus related expenses shall come from the Oak Forest Wall and Beautification District Capital Fund Line Code (309-65000- 30052). RECOMMENDATION: Staff recommends the City Commission approve the expenditure of $3,600 plus related expenses to purchase parcel 26-20-30-5AR-ODOO-0730 (2353 square feet of vacant land) from Seminole Pines Associates, LTD., for the purpose of constructing the Oak Forest Wall Extension Project. IMPLEMENTATION SCHEDULE: The purchase and sale agreement will be sent to Mr. Todd Newby immediately after approval. Staff will seek bids for construction of the wall extension once the property has been acquired from Seminole Pines Associates by the City. ATTACHMENTS: 1. Purchase and Sale Agreement 2. Appraisal- LandMark Valuation Group COMMISSION ACTION: 2 Attachment #1 PURCHASE AND SALE AGREEMENT TillS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is entered into by and between City of Winter Springs, a Florida municipal corporation, whose address 1126 East State Road 434, Winter Springs, FL 32708, (hereinafter "Buyer"), and Seminole Pines Associates, L TD., a Florida Limited Partnership, whose address is 1070 Cheyenne Trail, Winter Springs, Florida 32708 (hereinafter "Seller"). WITNESSETH: WHEREAS, Seller is the owner of small undevelopable and vacant land lying adjacent to Tuscawilla Road (hereinafter "Property") situated and being in the City of Winter Springs, Seminole County, Florida, and legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO WHEREAS, Buyer desires to purchase, and Seller desires to sell the property for public purposes; and NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and in 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: I. 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, but not limited to, any debris, construction materials, junk, vehicles, trailers, boats, or other items abandoned or not permanently affixed to the ground, if any. To the extent the same exist on the Effective Date and are transferable and without any representation or warranty express or implied, the Property shall be deemed to include all licenses, permits, orders, authorizations and other governmental permissions of all governmental authorities having jurisdiction thereof(whether federal, state or local) owned or held by Seller which appertain or relate to the Property and which are transferrable or assignable. 2. PURCHASE PRICE AND METHOD OF PAYMENT: CHARITABLE CONTRIBUTION: The purchase price ofthe Prope (hereinafter "Purchase Price") shall be Three Thousand and six hundred and 00/100 $ :3,600 .OO)Dollars. The Purchase Price shall be payable at closing. Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 1 of 11 3. FEASIBll..ITY DETERMINATION PERIOD: Buyer shall have thirty (30) days from the effective date of this Agreement to determine the feasibility of Buyer's purchase of the Property, ("Feasibility Determination Period"). During the Feasibility Determination Period, Buyer may undertake, at Buyer's expense, such physical inspections, tests and other inyestigations 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 shall include, but are not limited to, an Environmental Audit up to Level II if Buyer determines it necessary after having received the results of a Levell Environment Audit and structural investigations of all buildings and structures. For purposes of undertaking physical inspections, tests or investigations of the Property, Seller hereby grants to Buyer, their agents, and professionals engaged by Buyer, the right to enter upon the Property and any part thereof during the Feasibility Determination Period. Said right of entry is conditioned upon (a) the Buyer giving Seller reasonable notice, and (b) such entry being during normal business hours. The presence on the Property of such personnel shall only be for the purpose of conducting such inspections, tests or investigations, and no other personal activity shall be permitted. Any alterations or changes to the Property that are a direct result of the inspecting, testing and investigations will be repaired and replaced by Buyer if a closing does not occur. To the extent permitted by law, Buyer shall indemnify Seller against any loss or damages to the Property arising out, of or in connection with, any inspection, testing or investigation of the Property by Buyer, including but not limited to, nonpayment of services rendered to or for the benefit of Buyer or mechanics' liens or liability for damage to persons or property arising from any activity permitted hereunder or any change in the existing condition 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 circumstances which entitle Buyer to return of its Deposit (or any portion thereof or any other monies delivered by Buyer to Seller) prior to return of such Deposit (or any portion thereof or any other monies delivered by Buyer to Seller), Buyer shall furnish proof reasonably acceptable to Seller (in the form of affidavits, lien waivers or releases, paid invoices and the like) that the Property has been returned to the condition in which they were prior to Buyer's inspections and that all Buyer's agents, servants, employees, contractors and representatives who have entered upon the Property for the purpose of inspection, tests or otherwise have been paid in full so that a lien could not be validly filed against the Property. The foregoing is not intended to apply to matters 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 of the 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 to purchase the Property shall be at the sole discretion of the Buyer. If the Buyer determines that it is not feasible to purchase the Property, then Buyer may terminate this Agreement and obtain a 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. Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 2 of 11 Buyer hereby unconditionally, irrevocably and absolutely assigns to Seller all of Buyer's rights with respect to any governmental permits 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 turn 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 provisions of this paragraph shall survive any termination of this Contract. 4. TITLE EVIDENCE: At least fourteen (14) days before expiration of the Feasibility Determination Period, Buyer, at Buyer's expense, shall obtain a Title Insurance Commitment (hereinafter "Commitment") issued by a company (hereinafter "Company") reasonably acceptable to Buyer andlor Buyer's Counsel, with the fee owner's title insurance policy premium to be paid by Seller. 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, (AL T A Owner's Policy 10-17-92, Florida Modified), in the amount of the Purchase Price ofthe 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 five (5) days 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 (\ 0) days after actual receipt of Buyer's written title objections, ifany, stating which objections Seller will cure at or prior to Closing and those which Seller will not cure. In the event days to give Seller time within which to attempt to cure. In the event Seller elects to attempt to cure the defect, Seller shall have no liability or obligation in the event Seller is unsuccessful in curing same. Moreover, Seller shall in no event be required to expend any money or institute any legal proceedings in connection with the curing of any title defects. In the event Seller does not cure the defect or Seller notifies Buyer in writing that the defect will not be cured, Buyer may, within fifteen (15) days after the receipt of such notice from Seller: (1) accept title in its then existing condition without reduction of the Purchase Price or cash to close or (2) terminate this Contract and receive return of its Deposit. If Buyer fails to notify Seller of Buyer's election within said fifteen (15) day time period, Buyer shall be deemed to have elected to accept title in its then existing condition without reduction of the Purchase Price or cash to close as provided in this paragraph. 5. 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. 6. SURVEY: Buyer, at Buyer's expense, within the Feasibility Determination Period, may have the Property surveyed and certified by a registered Florida surveyor. If survey shows encroachment on the Property or that improvements located on the Property encroach on set back lines, easements, lands of others or violate any restrictions, covenants or applicable governmenturegulation, the same shall constitute a title defect. Buyer shall address such title defect, if any,. in Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD Page 3 of 11 the same manner as other title defects as set forth in paragraph 3 above. The parties agree that Buyer may substitute the surveyed legal description of the Property for the legal description contained on Exhibit "A" for closing purposes. 7. APPRAISAL: Buyer has already conducted an appraisal of the Property. Buyer, at Buyer's expense, within the Feasibility Determination Period, may have additional appraisals performed by a certified registered Florida appraiser. If any of said appraisals do not value the Property for at least the Purchase Price, then Buyer may terminate this Agreement by notifying Seller in writing on or before the expiration of the Feasibility Determination Period and, as long as Buyer does so, obtain a refund of the Deposit (together with any interest earned thereon), the total of which shall be forthwith paid to Buyer and the parties shall have no further liability hereunder. 8. SELLER REPRESENTATIONS: Seller hereby represents to Buyer based on Seller's actual knowledge, without investigation: (a) That Seller has good, marketable, and indefeasible title to, and is in possession of, the Property, free and clear of all liens, security interests and encumbrances, excluding only those (i) which may be satisfied or released at Closing, (ii) to which the Buyer's title shall be subject as otherwise provided in this Agreement, (iii) liens for taxes not yet due and payable, and (iv) statutory liens not yet delinquent. (b) That there is no condemnation, eminent domain, zoning, or other land use proceeding instituted, or pending on the Property. (c) That there is ingress and egress to the Property sufficient for its current use. (d) That there is no litigation or proceeding pending or threatened against or relating to the Property arising by, through or under Seller, and Seller does not know of any basis for such action nor are there any special assessments of any nature with respect to the Property or any portion thereof, nor has Seller received any notice of any special assessment being contemplated. (e) That Seller has full power and authority to enter into and perform this Agreement in accordance with its terms, and the completion of this transaction will not violate any law, regulation or agreement affecting Seller. (t) That there are no: (i) pending litigation 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 8 shall survive the closing. 9. POSSESSION: Seller shall deliver possession ofthe Property to Buyer at the time of Closing. Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 4 of II 10. CLOSING: (a) Closing Date: The closing of this Agreement, and the transfer of title and possession of the Property, shall occur no later than thirty (30) days after the expiration of the Feasibility Determination Period, (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) Conveyance: Seller shall convey to Buyer marketable title to the Property by Statutory Warranty Deed; and transfer of licenses, permits, orders, authorizations and other governmental permissions by Assignment to the extent transferable without any warranties or representations express or implied. (c) Documents For Closing: Buyer shall furnish the Closing Documents including, but not limited to, the Deed, Bill of Sale, Assignments, Ownership and Lien Affidavit, Certificate of Non-Foreign Status, satisfaction and release ofliens or mortgages, and Closing Statement. (d) Allocation of Expenses: Seller shall pay the premium for the owner's AL T A Owner's Policy 10-17-92 (Florida Modified) Title Insurance Policy, charges for related title services including but not limited to title or abstract charge, title examination, and settlement and closing fee, the cost of recording corrective instruments and Florida Documentary Stamps to be affixed to the Deed. Buyer shall pay documentary stamps and intangible tax on any mortgage, mortgagee title insurance commitment with related fees, recording of mortgage and any financing statements. Buyer shall pay the cost of recording the Deed. 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 allowance made for maximum allowable discount. All real property taxes, special assessments and ad valorem taxes for prior years shall be paid by Seller. In the event the current assessment and mileage are not available, all taxes for the year of Closing shall be based on the previous years assessment and millage. If any substantial difference (Le., 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 Acknowledgment: At Closing, the Seller shall execute and deliver to Buyer two (2) original counterparts of the Certification of Non-Foreign Status in form reasonably satisfactory to Buyer. In the event (a) Seller does not so execute and deliver to Buyer such Certification of Non-Foreign Status, or (b) such Certification of Non-Foreign Status if not fully and properly completed and executed as of the Closing Date, or (c) Buyer is not entitled to rely upon such Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 5 of II Certification, then, in any of such events, Buyer shall withhold ten percent (10%) of the Purchase Price and pay the withheld amount to the Internal Revenue Service pursuant to Internal Revenue Code Section 1445. Any amount thus withheld by Buyers shall be deemed to have been paid by Buyer in cash at Closing as part of Buyer's obligation to pay the Purchase Price hereunder. (g) Ownership and Lien Affidavit: Seller shall furnish to Buyer at the time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any Notices to Owner or Claims of Lien of potential Iienors known to Seller and further attesting to the unquestioned ownership by Seller of the Property and further attesting that there have been no improvements to the Property for 90 days immediately preceding the Closing Date for which payment has not been made in full, or for which payment has not been secured or provided for, all in form acceptable to Seller, Buyer and Company. If Property has been improved or repaired within 90 days at the request of and authorization by Seller immediately preceding the Closing Date, Seller shall deliver releases or waivers of construction liens executed by all general contractors, subcontractors, suppliers, and materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been paid or will be paid at closing of this Agreement. (h) Proceeds of Sale and Closing Procedure: Upon clearance of funds, the deed of conveyance and other closing documents (hereinafter "Closing Documents"), each duly executed, shalI be delivered to the authorized agent of Company at closing. Following examination by the agent of the public records of Seminole County, Florida, from the effective date of the Commitment up to Closing Date (hereinafter "Gap Period") and delivery to Buyer of the Commitment marked in order to show compliance with alI conditions of Closing and marked to insure the Gap Period alI of which shall occur on or before closing, the net sales proceeds shall be promptly disbursed to Seller by Company or the authorized agent of Company at closing. (i) Further Acts. etc.: At the closing and up to thirty (30) days thereafter, SelIer 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 fulIy 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 shalI survive the closing. 11. 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) days after the defaulting party's receipt of such notice. Notwithstanding the above, the Closing Date shalI not be changed, delayed, postponed or extended by this requirement Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 6 of II for notice of default. (b) Default bv Buyer: If Buyer defaults on its obligations to purchase under this Agreement, without fault on the part of the Seller, Seller may terminate this Agreement and as Seller's remedy for default, the Deposit paid to the Escrow Agent, shall be paid over by Escrow Agent to Seller and retained by Seller as its liquidated damages in full and final settlement of all claims Seller may have against Buyer for breach of this Agreement. In the event that Buyer defaults, Buyer shall join with Seller in any written request made by Seller to the Escrow Agent for payment to Seller of the Deposit. (c) Default bv Seller: If Seller defaults on its obligation to sell under this Agreement, without fault on the part ofthe Buyer, Buyer, at its option, may seek specific performance and damages in a court of competent jurisdiction or alternatively, 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 ofthe Deposit. Alternatively, Buyer may seek specific performance against Seller. (d) Application of Deposit Upon Default: In the event of a dispute between Buyer and Seller with regard to whether or not a default has occurred by either party, or to whom the Deposit, together with any interest thereon should be transmitted, the Escrow Agent shall have the rights accorded it hereunder, including the right to interplead the Deposit, together with any interest thereon, into the registry of the Clerk of the Circuit Court of Seminole County, Florida. 12. BROKER'S COMMISSION: Each party hereto represents and warrants unto the other party hereto that there are no brokers, real estate sales persons or agent involved with respect to the transaction contemplated herein and that there are no fees, or commissions due as a result of their respective execution of this Agreement or which will be due as a result of the closing as contemplated hereby by virtue of their respective acts, inactions, conduct or otherwise. Each party hereto does hereby agree to indemnify and hold the other harmless from any breach of their respective representations and warranties as set forth in this Paragraph. The provisions of this Paragraph shall survive the Closing. 13. TIME OF THE ESSENCE: Time, and timely performance, is of the essence of this Agreement and of the covenants and provisions hereunder. 14. 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. Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 7 of 11 15. 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. 16. ASSIGNMENT: written consent of Seller. This Agreement may not be assigned except upon the prior 17. MISCELLANEOUS: (a) Radon Gas: Pursuant to Fla. Stat. Sec. 404.056(8), Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in building in Florida. (b) Binding Effect: Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of Seller, Buyer and their pennitted successors and assigns, if any. (c) Captions: The captions for each paragraph or sub-paragraph of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement, or the intent of any provision hereof. (d) Severabilitv: If any provision of this Agreement, the deletion of which would not materially adversely affect the material benefits receivable by any party hereunder or substantially increase the burden of any party hereto, shall be held to be invalid or unenforceable to any extent, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement. (e) Execution of Documents: Each party hereto covenants and agrees that they will at any time and from time to time do such acts and execute, acknowledge and deliver such documents, including corrective instruments, reasonably requested by the 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 shall be taken to be, an original, and all collectively deemed one instrument. (g) Facsimile: Telephonically transmitted facsimile copies of this Agreement, and any signatures thereon, shall be considered for all purposes as originals. Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 8 of 11 (h) Litigation and Attorney's Fees: In the event it shall be necessary for either Party to this Agreement to bring suit to enforce any provision hereof (before or after Closing) or for damages on account of any breach of this Agreement, the prevailing party shall, to the extent permitted by law, be entitled to recover from the other, in addition to any damages or other rei ief granted as a result of such litigation, all costs and expenses of such litigation and reasonable attorney's fees (including attorney's fees and costs of appeals) as fixed by a court of competent jurisdiction. (i) Entire Agreement: Amendments: This Agreement contains the entire and sole understanding between the parties hereto relative to the purchase and sale of the Property and it may only be amended or modified by an agreement in writing executed by Buyer and Seller with the same formalities as this Agreement. (j) Notices: All notices and correspondence shall be sent or delivered by registered or certified mail to the parties hereto, return receipt requested, with copies forwarded to 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: Mr. T. Newby 3801 Bee Ridge Road Suite 12 Sarasota, Florida 34233 Telephone: Facsimile: (ii) if to Buyer, to: Ronald W. McLemore, City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Telephone: 407-327-5957 Facsimile: 407-327-6686 with copies to: Anthony A. Garganese, Esq., City Attorney Brown, Garganese, Weiss, & D' Agresta, P.A. POBox 2873 Orlando, FL 32802-2873 Telephone: 407-425-9566 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 Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 9 of II requested, addressed as above provided, with postage thereon prepaid. Any such notice, demand or document not given, delivered or made by registered or certified mail as aforesaid shall be deemed to be given, delivered or made upon receipt of the same by the party to whom the same is to be given, delivered or made. (k) Interpretation: This Agreement has been submitted to the scrutiny of each party hereto and each party has had opportunity to have it reviewed by legal 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. (I) Applicable Law: Venue. This Agreement is to be construed according to the laws of the State of Florida. Venue for any dispute shall be Seminole County, 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) Terminology: Whenever used herein, the terms "Buyer" and "Seller" shall be construed in the singular or plural as the context may require or admit and shall be further construed to include the agents of the Buyer and Seller. (0) No Recording: Neither this Agreement, nor any notice of it, shall be recorded in any public records. (p) Typewritten or Handwritten Provisions: Typewritten or handwritten provisions, either as additional terms and conditions or alterations to existing terms and conditions, shall control all printed provisions in conflict with them. (q) The recitals contained in the "whereas" clauses are hereby fully incorporated herein by reference. IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed on the dates accompanied by their respective executions. {Signatures next page.] Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 10 of 11 ,SELLER City of Winter Springs, BUYER Date: By: John Bush Mayor, City of Winter Springs Date: Purchase and Sale Agreement City of Winter Springs/Seminole Pines Associates, LTD. Page 11 of 11 LEGAL DESCRIPTION EXHIBIT "A" Beginning at the northeast corner of Lot 729, oak Forest Unit 7, as recorded in Plat Book 39, Pages 16&17, Public Records of Seminole County. Florida; run thence South 84 49 10 East along an extension of the North line of said Lot 729 a distance of 27.93 feet to the Westerly right-of-way line of Tuscawilla Road; run thence along said right-of-way line the following three courses: North 14 06 24 East a distance of 54.68 feet; thence South 87 04 55 East a distance of 29.56 feet; thence North 14 06 24 East a distance of 15.19 feet; thence North 87 04 55 West a distance of 29.74 feet to the Southeast corner of Avery park as recorded in Plat Book 60, Pages 33 through 37. Public Records of Seminole County, Florida; run thence North 87 04 55 West along the South boundary of said Avery Park a distance of 27.94 feet:run thence South 14 06 24 West a distance of 68.75 feet to the Point of Beginning. Attachment #2 LANDMARK Valuation Group.. 1310 East Robinson Street Orlando, Florida 32801 Phone: 407-897-5359 Fax: 407-897-5448 www.landmarkvg.com January 10, 2006 City of Winter Springs 1126 E. State Road 434 Winter Springs, Florida 32708 Attention: Steve Richardt, Urban Beautification Coordinator Re: Complete appraisal, summary report of a remnant parcel consisting of approximately 2,353 square feet of vacant land situated along the west side of Tuskawilla Road, south of State Road 434, in the city of Winter Springs, Seminole County, Florida. Gentlemen: As requested, we have conducted an investigation into the market value of the fee simple interest in the above referenced subject property, as of a current date, (effective date of appraisal), January 10, 2006. The function of this appraisal is for negotiations with the owner for acquisition by the city for the TuskawiHa Road right-of-way. The intended users are those individuals associated with City of Winter Springs, the client. The appraisers are not responsible for unauthorized use of this report. The subject property is further described and identified within the text of this appraisal report. Market value, fee simple interest and other appraisal terms are defined within the text of this summary report. Per mutual agreement, this is a complete appraisal, reported in summary format, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice for a summary appraisal report. As such, it presents summary discussions of the data, reasoning, and analysis that were used in the appraisal process to develop the appraisers' opinion of value. Supporting documentation concerning the data, reasoning and analysis, has been retained in the appraisers' file. The depth of discussion contained in this report is specific to the client's needs and for the intended use stated in this letter and in the report. As a result of our investigations into those matters that affect market value and by virtue of our experience and training, it is our opinion that the market value of the fee simple interest in the subject property, as of January 10, 2006, was: Thirty Six Hundred Dollars ($3,600). Steve Richardt, Urban Beautification Coordinator City of Winter Springs LVG Project No. 06-01-134 January 10, 2006 Page Two The appraisal analyses, opinions and conclusions were developed, and this appraisal report has been prepared in conformance with (and use of this report is subject to) all regulations issued by the appropriate regulatory entities, the Uniform Standards of Professional Appraisal Practice, as promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Code of Professional Ethics of the Appraisal Institute, Institute which includes the provisions for peer review. Your attention is directed to the "Certificate of Value", "General Assumptions" and "General Limiting Conditions", which are considered usual for this type of assignment and have been included within the text of this report. The opinion of value expressed herein is subject to all assumptions and limiting conditions, definitions and conclusions contained in the following report. Respectfully submitted, LandMark Valuation Group, LLC Larry A. Church, MAl, SRA State-Certified General Appraiser RZ 599 Michael D. Dabby, Senior Appraiser State-Certified General Appraiser RZ 1590 LANDMARK Valuation Group TABLE OF CONTENTS SUMMARY OF APPRAISAL.................................................................................................... 1 INTRODUCTION..................................................................................................................... 2 DATA PRESENTATION - MAPS................... .......... ................................................................ 4 SUBJECT PHOTOGRAPHS...................... .............................................................................. 7 DATA PRESENTATION - SUBJECT PROPERTY....... ............................................................ 13 NEIGHBORHOOD DATA...................... .............................................. ........... ....... ...... ..... .... .... 17 HIGHEST AND BEST USE ESTIMATE ................................................................................... 18 VALUATION ANALYSiS.......................................................................................................... 20 DISCUSSION OF VALUATION...................................... .......................................................... 20 INDICATED VALUES AND SUMMARY.......... ........... .............................................................. 23 CERTIFICATE OF APPRAISAL............... ................................................................................ 24 ADDENDUM............................................................................................................................ 26 LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Groupuc SUMMARY OF APPRAISAL LOCATION The subject property is situated along the west side of Tuskawilla Road, south of State Road 434, in the city of Winter Springs, Seminole County, Florida. TYPE OF PROPERTY The subject consists of approximately 2,353 square feet. IMPROVEMENTS The subject property is unimproved land. HIGHEST AND BEST USE We estimate that the highest and best use of the subject property is for assemblage with adjoining property for nominal enhancement (without any measurable value enhancement) for their respective uses. INTEREST IN PROPERTY APPRAISED Fee Simple Interest DATE OF VALUATION January 10, 2006 OPINION OF MARKET VALUE AND FAIR VALUE $3,600 CONDITIONS This appraisal is subject to the "General Assumptions", "General Limiting Conditions" and "Certificate of Appraisal': included in the text. LVG Project 06-01-134 1 City of Winter Springs LANDMARK Valuation Group INTRODUCTION Type and Definition The purpose of this appraisal is to provide an opinion of the market value of the fee simple interest in the subject site, as of a current date (effective date of appraisal), January 10, 2006. The function of this appraisal is for negotiations with the owner for acquisition by the city for the Tuskawilla Road right-of-way. The intended users are those individuals associated with City of Winter Springs, the client. The appraisers are not responsible for unauthorized use of this report. Property Rights Appraised This report is an appraisal of the market value of the fee simple interest in the subject property. Market value, fee simple interest and other appraisal terms are defined within the text of this report. Scope of the Appraisal The investigation process incorporates all the typical research for an assignment of this nature, including inspection of the property and gathering information such as land use, zoning, utilities, and geophysical characteristics. Due to the unique nature of the site (a small remnant parcel which has no independent development potential and a very limited potential market), we did not utilize the typical neighborhood and market data to develop an opinion of value. Rather, we developed and based our opinion of value on reasoning and logic. By mutual agreement with the client, this is a summary report of a complete appraisal of the subject property, which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(b) of the Uniform Standards of Professional Appraisal Practice for a summary appraisal report. As such, it presents summary discussions of the data, reasoning, and analysis that were used in the appraisal process to develop the appraisers' opinion of value. Supporting documentation concerning the data, reasoning, and analysis has been retained in the appraisers' file. The depth of discussion contained in this report is specific to the client's needs and for the intended use stated in the letter and in this report. The appraisers are not responsible for unauthorized use of this report. Competency of Appraisers The appraisers' specific qualifications are included within the Addenda to this report. These qualifications serve as evidence of their competence for the completion of this appraisal assignment in compliance with the competency provision contained within the Uniform Standards of Professional Appraisal Practice, as promulgated by the Appraisal L VG Project 06-01-134 City of Winter Springs 2 LANDMARK Valuation Group Standards Board of the Appraisal Foundation. The appraisers' knowledge and experience, combined with their professional qualifications, are commensurate with the complexity of this assignment, based on the following: · Professional Experience . Educational Background and Training . Business, Professional, Academic Affiliations and Activities The appraisers have previously provided consultation and value opinions for properties similar to the subject throughout the State of Florida. L VG Project 06-01-134 City of Winter Springs 3 LANDMARK Valuation Group DATA PRESENTATION - MAPS, PICTURES, ETC. REGIONAL MAP NEIGHBORHOOD MAP LVG Project 06-01-134 City of Winter Springs 4 LANDMARK Valuation Group TAX MAP LVG Project 06-01-134 City of Winter Springs 5 LANDMARK Valuation Group Jan 09 06 02:37p SURVEY BJM Associates 4076295389 p,3 SKETCH OF DESCRIPTION AVERY PARK PLAT BOOK 60. PAGES 33-37 POINT OF BEGINNING OAK FOREST UNIT SEVEN PLAT BOOK 19 PAGE 16 THIS SKETCH IS NOT A SURVEY PREPARED FOR DRAWN BY:RGR CHECKED BY:CRS JOB NO. 02070.01 CERTIFICATION LVG Project 06-01-134 City of Winter Springs 6 LANDMARK Valuation Group SUBJECT PHOTOGRAPHS LVG Project 06-01-134 City of Winter Springs 7 LANDMARK Valuation Group View South Along Tuskawilla Road (Subject on Right in Foreground Before Brick Wall) View of Subject Property From Tuskawilla Road (Subject is Between Brick Walls) LVG Project 06-01-134 City of Winter Springs 8 LANDMARK Valuation Group View of Subject Property From Vicinity of Southeast Corner of Site View of Subject Property From Vicinity of Northeast Corner of Site LVG Project 06-01-134 City of Winter Springs 10 LANDMARK Valuation Group View of Subject Property From Tuskawilla Road (Subject is Between Brick Walls) View of Westerly Adjoining Residential Property From Vicinity of Northwest Corner of Subject LVG Project 06-01-134 City of Winter Springs 11 LANDMARK Valuation Group View North Along Tuskawilla Road (Subject Not Visible) LVG Project 06-01-134 City of Winter Springs 12 LANDMARK Valuation Group DATA PRESENTATION SUBJECT PROPERTY IDENTIFICATION AND LEGAL DESCRIPTION The subject property consists of one vacant land parcel located adjacent to the right of way of Tuskawilla Road, south of State Road 434 in the city of Winter Springs, Florida. The subject parcel was apparently overlooked in terms of acquisition for the road widening of Tuskawilla Road, but based on apparent property lines and Tuskawilla Road right-of-way appears to be at least partially utilized as part of the right-of-way. The subject property consists of one (1) entire tax parcel - 26-20-30-5AR-ODOO-0730. The legal description of the subject property may be found on the accompanying Sketch of Description. For locational purposes, we note that the subject parcels are physically located within Section 1, Township 21 South, Range 31 East, Seminole County, Florida. SIZE/DIMENSIONS AND CONFIGURATION According to the above referenced Sketch of Description, the subject property is irregular in shape, generally conforming to an "L", with overall measurements of approximately 69 feet in the north-south direction and 58 feet in an east-west direction. We have input the perimeter of the subject property into Deed Plotter, a computerized mapping program, which yielded a land area of 2,353 square feet. Mr. Rick Rebello of BJM Associates, Inc., (engineers, land planners and surveyors) calculated the land area to be 2,344 square feet. We observe the Seminole County Property Appraiser's maps indicated this parcel to be generally rectangular in shape. We cannot account for this discrepancy and have relied on the Sketch of Description. GEOPHYSICAL CHARACTERISTICS Topography, Wetland, Flood and Soils A physical inspection of the subject property indicates no unusual soil or subsoil conditions, which would result in reduced load bearing capacity, atypical drainage conditions or other conditions, which would result in excessive site preparation costs. However, we assume no responsibility for hidden or unapparent conditions beyond the area of our expertise as appraisers (see "General Assumptions".) LVG Project 06-01-134 City of Winter Springs 13 LANDMARK Valuation Group Hazardous or Toxic Materials There were no hazardous or toxic materials observed and none came to our attention; however, we are not expert in these matters and assume no responsibility in these regards. Please refer to Item 11 of the "General Assumptions" for full disclaimer. Other Environmental Considerations There were no endangered or protected species observed and none came to our attention; however, we are not expert in these matters and assume no responsibility in these regards. Please refer to Item 12 of the "General Assumptions" for full disclaimer. UTILITIES (WATER AND SEWER) Central potable water distribution and sewage effluent collection lines are within the Tuskawilla Road right-of-way, some of which may be encumbering the subject property. EASEMENTS/ENCUMBRANCES The above referenced Sketch of Description does not indicate any easements or encumbrances. We have not been provided with a title search of the subject property and therefore, we are unable to determine if any easements or other encumbrances exist. A visual inspection of the site indicates there may be electric, water, sewer and gas lines within the subject property. Mr. Richardt of the city of Winter Springs has advised us there is a BelllSouth easement encumbering the site. To the best of our knowledge, there are no other easements or encumbrances that prohibit development of the subject property or otherwise affect the value. However, we did not conduct a complete title search and are not qualified to conduct such a search. Please refer to the "General Assumptions" and "General Limiting Conditions" for a complete disclaimer. ACCESS The subject parcel abuts the existing Tuskawilla Road right-of-way, from which access to the site may be able to be secured with appropriate permits. OWNERSHiP/PROPERTY HISTORY According to the Seminole County records researched, Seminole Pine Association, Ltd has been the owner of the subject property for at least the past three years. To the best of our knowledge, the'site has not been actively marketed for sale during this period. We have been adVised by Mr. Richardt of the city of Winter Springs that the property owner was not even aware that he still owned the subject property. LVG Project 06-01-134 City of Winter Springs 14 LANDMARK Valuation Group ZONING/LAND USE The subject property is within the municipality of Winter Springs which designated the Future Land Use of the site as Low Density Residential, which allows single family residential development at a density of 1.0 to 3.5 dwelling units per acre. The site is zoned PO as part of the Oak Forest development. However, we note that the site was not plated as part of the development, and therefore may not be subject to the same development criteria. The following table summarizes the development criteria for Oak Forest: Front Setback 25 feet to 40 feet Rear Setback 25 feet Side Setback 7.5 feet Corner Setback 15 feet Minimum Lot Area 7,500 SQuare feet Minimum LivinQ Area 1,100 SQuare feet Minimum Lot Width 75 feet ASSESSMENTS & TAXES As previously stated, the subject property consists of one (1) tax parcel. The 2005 assessment and tax data for these tax parcels is summarized as follows: Number of Buildings 0 Depreciated Building Value $0 Depreciated Extra Features Value $0 Land Value (Market) $1,320 Land Value (Ag) $0 Just/Market Value $1,3200 Assessed Value $1,320 Exempt Value $0 Taxable Value $1,320 Ad-Valorem Tax Rate 18.3800 mills Gross Ad-Valorem Taxes $24.26 Non-Ad-Valoreni Taxes $0 Gross Taxes** $24.26 **payable in March 2006; A 1% discount per month, up to 4% is available for early payment. Taxes for 2005 were paid in November 2005 taking advantage of the maximum discount. There are no delinquent taxes due. LVG Project 06-01-134 15 City of Winter Springs LANDMARK Valuation Group GENERAL LAYOUT AND EFFICIENCY The subject property consists of approximately 2,353 square feet in an "L" shape. The dimensions are relatively small and, other than the adjoining right-of-way, there are only two adjoining properties. As a result of the size, configuration and dimensions, the parcel is not suitable for independent development, due to minimum lot size, setback, and other site development criteria and requirements. Furthermore, it appears that there are numerous easements encumbering the site. IMPROVEMENTS The above referenced survey did not include indication of improvements to the site and did not reflect any obvious landmarks on or adjoining the site. At the time of our inspection, there were no standing survey flags indicating the corners of the site, however we did locate a monument along the north line ofthe site which is indicated by the survey. We located a fallen survey flag In the vicinity of the northwest corner of the site. There are some fencing improvements located along the west side of the subject property, however, it is unclear as to whether they are located within the subject property. It seems that these improvements were intended to be part of the adjoining residential lot. LVG Project 06-01-134 City of Winter Springs 16 LANDMARK Valuation Group NEIGHBORHOOD DATA The subject property is situated along the west side of Tuskawilla a Road south of State Road 434 within the municipality of Winter Springs, Seminole County, Florida. Winter Springs is generally a moderately upscale suburb of Orlando. A neighborhood is defined in terms of common characteristics, trends, and groupings of similar or complementary land uses. We consider the immediate subject neighborhood to consist of the Tuskawilla Road corridor between State Road 434 to Lake Road, all of which is within zip code 32808. This area is generally characterized as single family residential subdivisions, development of which occurred primarily beginning in the late 1970's though the mid 1980's The homes and lots within these subdivisions are generally average in size at the time of development, but are now considered moderately large or moderately upscale in view of the smaller lots in the region that have become common in an effort to provide more affordable housing. In summary, the overall subject neighborhood is an established are of single family, residential development of moderately upscale nature. LVG Project 06-01-134 City of Winter Springs 17 LANDMARK Valuation Group HIGHEST AND BEST USE Highest and best use may be defined as that reasonable and probable use that supports the highest present land value as of the date of appraisal. The estimate of highest and best use for a property is selected from a group of alternative potential uses. The highest and best use is legally permissible, physically possible, financially feasible and maximally productive. The highest and best use analysis first determines the highest and best use of the subject as though vacant. This analysis results in the conclusion of what would be the "ideal" improvement to the subject land. The existing improvements, if any, are then compared to this "ideal" improvement in order to conclude the highest and best use as improved. The subject property consists of vacant land. Therefore, only an analysis of the site as vacant is included herein. Legally Permissible Uses The subject is designated and zoned for low density, single family residential use. Adjoining properties are designated residential to the west and office to the north. We do not consider a change to be reasonable. We also note that the development criteria precludes independent development of the site. Physically Possible In our opinion, the physical attributes, which most limit the subject's possible uses, are size and configuration, which are discussed earlier in this report. In essence, the site has no independent development potential, and must be assembled with adjacent property to be economically developed into any reasonably identifiable use. Adjoining parcels are developed and assemblage with such parcels would not provide any additional utility or buffering to those parcels. Logical, Economically Feasible and Maximally Productive Uses Strictly speaking, a use, which produces any positive overall return, be it cash flow or internal rate of return (IRR), is financially feasible. Therefore, financially feasible analysis involves the study of the supply, demand, income potential and similar factors. The maximally productive use of any site is that use which results in the highest value to the land. Maximally productive use is that use which can take full and best advantage of the subject's physical, legal and economic characteristics. As previously stated, the subject property has only two adjoining private properties, both of which are fully developed. Neither property would have any additional development LVG Project 06-01-134 City of Winter Springs 18 LANDMARK Valuation Group or use potential or buffering from assemblage with the subject property. Essentially, ownership of the subject property involves tax and legal liability, and if assembled, ahs no measurable increase in utility or value to the respective adjoining sites. There are no other reasonably identifiable potential users of the subject parcel. Therefore, similar to the northerly parcel, the site has nominal, if any market demand, and which is essentially limited to one or possibly two, potential buyers. Conclusion - Highest and Best Use As Vacant Therefore, as a result of the physical, legal, and economic factors relative to the subject property, we conclude the highest and best use would be for assemblage with adjoining property for nominal enhancement (without any measurable value enhancement) for their respective uses. LVG Project 06-01-134 City of Winter Springs 19 LANDMARK Valuation Group VALUATION ANALYSIS APPRAISAL PROCESS There are three traditional approaches normally used by appraisers in developing an opinion of market value. These three approaches analyze data from three market perspectives. The approaches are the Cost Approach, the Income Approach and the Sales Comparison Approach. The Sales Comparison Approach is most applicable to vacant land. There are three traditional approaches normally used by appraisers in the estimation of market value. These three approaches analyze data from three market perspectives. The approaches are the Cost Approach, the Income Approach and the Sales Comparison Approach. The subject property consist of a small (2,353 square foot parcel), the highest and best use which is for assemblage with adjoining property for nominal enhancement (without any measurable value enhancement) for their respective uses. The purpose of this appraisal is to provide an opinion of the as-is market value of the subject property as of the date of valuation, January 10, 2006. We have not utilized the Income Approach or the Cost Approach to value since such techniques are not typically utilized to develop an opinion of the value of vacant land. The Sales Comparison Approach is the process for comparing prices paid for properties having a satisfactory degree of similarity to the subject property, adjusted for differences in time, location and physical characteristics. This approach is based upon the principle of substitution, which implies that a prudent purchaser would not pay more to buy a property than it would cost to buy a comparable substitute property in a similar location. In order to develop an opinion of the market value of vacant land, the most common approach to valuation of vacant land - the Sales Comparison Approach. However, we could find no sales which are comparable to the subject property. Therefore, we used reasoning and logic to develop an opinion of the value of the subject property. DISCUSSION OF VALUATION We estimate the highest and best use of the subject site to be for assemblage with adjoining property for nominal enhancement (without any measurable value enhancement) for their respective uses. LVG Project 06-01-134 City of Winter Springs 20 LANDMARK Valuation Group We were not able to locate, nor are we aware of any sale of such properties. In the past, we searched for parcels which were small remnants of eminent domain or government condemnation activities. We note that given a sufficiently long period of time, the property owners become frustrated by paying property taxes. And with no reasonably foreseeable potential of putting their property to any economic use or selling to an adjoining owner (who already has the benefit of free buffers) eventually cease paying property taxes. In Florida, when an owner ceases paying taxes, a tax certificate is sold. The sale of a tax certificate is to the bidder of lowest interest rate. In this manner, the local governments collect taxes and are able to operate with the anticipated revenues and are not in the business of becoming creditors and or collectors. After a period of two years, but no more than seven years, the party to whom the tax certificate was sold (and from whom monies were collected) may request an auction of the property to the highest bidder. If there was no bidder on the Tax Certificate, after seven years the county will also request an auction. This is a Tax Deed, in which the minimum bid is the amount of all tax certificate(s) along with accrued interest. Excess monies, if any, are paid to the underlying land owner. A deed is executed by the County Clerk in favor of the highest bidder at the Tax Deed sale. Other fees include documentary stamps ($0.70 per $100 dollars) and recording fees approximately $5 per page. If at the end of seven years (recently changed to 3 years) during which there were no bidders on the first tax certificate, the property is placed on a list of Lands Available for Sale. This amount is typically no more than 6% of the assessed value of the property (3 years at no more than typically 20 mills). We find that most of these lands remain under the ownership of the county due to lack of interest by the public. Sometimes, but not necessarily often, an adjoining owner may purchase the land by Tax Deed or for the past taxes. We have reviewed numerous tax deeds in Seminole County, but have been unable to find any Tax Deeds which the parcel has only one adjoining parcel with which it could be economically assembled. And the lands available for sale that we have reviewed, all have several potential parcels with which they could be assembled. We consider the potential for assemblage to be primarily with the adjoining residential lot to the west, since the property to the north is owned by a Property Owners Association for the office park. Such associations typically require a majority or unanimous consent to purchase such land, which is not likely, particularly considering the lack of need for such lands as the subject property. Considering the lack of a market, the owner of the adjoining residential lot is likely to be the sole potential purchaser, thereby skewing negotiation strength in that property owner'sfavor and negating the concept of an active or even open market. LVG Project 06-01-134 City of Winter Springs 21 LANDMARK Valuation Group The adjoining residential lot is located within the Oak Forest Unit 7 subdivision. Within the past year there have been six (6) sales within this subdivision. These sales are summarized as follows: Lot # Date Price House Size (SF) Price/SF 720 6/05 $279,900 2,066 $135 747 8/05 $310,000 1,927 $161 765 6/05 $279,900 1,915 $146 778 5/05 $225,000 2,095 $107 783 9/05 $274,000 1,915 $143 802 9/05 $344,900 2,066 $167 Range 5/05-9/05 $225,000- 1,915,-2,095 $107 -167 344,900 Average 7/05 $285,616 1,997 $143 We observe that most of the homes sold were similar in size. Considering the high rate of increase in home prices in 2005 (36% in zip code 32808 - the zip code in which the subject is located), and the average sale date, we consider an upward adjustment of approximately 20% to the average per square foot sale price for the average date of July 2005 (approximately 6 months ago) is appropriate. As such, we estimate the average current value for the average home to be approximately $172 per square foot, or approximately $343,000, say, $345,000. We also estimate the allocated lot value as a percentage of total value to be approximately 35% to 40% of the value of the home, or approximately $120,000 to $138,000. We observe that new homes of this nature command approximately $200 per square foot or approximately $400,000. The allocated lot value of new homes is approximately 30% to 35% of the typical price of approximately $120,000 to $140,000, which supports our estimate. The lots in the subdivision are typically 75 feet by 110 feet or 8,250 square feet. The allocated lot price, therefore, represents approximately $14.50 to $16.72 per square foot, say, $15.50 per square foot. LVG Project 06-01-134 City of Winter Springs 22 LANDMARK Valuation Group Considering that the subject property has no utility enhancement to the adjoining residential lot and is encumbered by easements, we estimate the unit value of the subject property to represent 10% of the retail lot value of $15.50 per square foot or say $1.55 per square foot. Multiplying the subject property's 2,353 square feet, by $1.55 per square foot, results in a value of $3,647, say, $3,600. Indicated Value and Summary In the absence of market data to support valuation, we have relied on this reasoning to develop an opinion of the market value of the subject property. Therefore, as a result of our investigation into those matters that affect market value, and by virtue of our experience and training, we have formed the opinion that the market value and fair value of the fee simple interest in the subject property, as of the effective date of appraisal, January 10, 2006, was: THIRTY SIX HUNDRED DOLLARS ($3,600). LVG Project 06-01-134 City of Winter Springs 23 LANDMARK Valuation Group CERTIFICATE OF APPRAISAL The undersigned appraisers hereby certify that they have no present or contemplated future interest in the real estate that is the subject of this appraisal report; that they have no personal interest or bias with respect to the subject matter of this appraisal report or the parties involved; that to the best of their knowledge and belief the statements of fact contained in this appraisal report (upon which the analyses, opinions and conclusions expressed herein are based) are true and correct; that this appraisal report sets forth all of the limiting or qualifying conditions (imposed by the terms of the assignment or by the undersigned) affecting the analyses, opinions and conclusions contained in this report; that no one other than the undersigned prepared the personal unbiased, professional analyses, conclusions and opinions concerning real estate that are set forth in this appraisal report unless and except as acknowledged in this report; that the compensation for this appraisal assignment is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate or opinion, the attainment of a stipulated result, or the occurrence of a subsequent event; and that the value conclusion, as well as other opinions expressed herein, are not based on a requested minimum value, a specific value or approval of a loan. The appraisal analyses, opinions and conclusions were developed, and this appraisal report has been prepared in conformance with (and use of this report is subject to) all regulations issued by the appropriate regulatory entities, the Uniform Standards of Professional Appraisal Practice, as promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Code of Professional Ethics of the Appraisal Institute, Institute which includes the provisions for peer review. We do not authorize the out-of-context quoting from or partial reprinting of this appraisal report; and neither all nor part of this appraisal report shall be disseminated to the general public by the use of any public communications media without the prior written consent of the undersigned appraisers. The Appraisal Institute conducts a voluntary program of continuing education for its designated members. MAls and SRAs who meet the minimum standards of this program are awarded periodic educational certification. As of the date of this report, Larry A. Church, MAl, SRA has completed the requirements under the continuing education program of the Appraisal Institute. The subject of this appraisal report is situated along the west side of Tuskawilla Road, south of SR 434, in the city of Winter Springs, Seminole County, Florida. The undersigned appraisers, Larry A. Church, MAl, SRA and Michael D. Dabby, Commercial Appraiser, certify that they have personally inspected the subject property. Michael D. Dabby, Commercial Appraiser, certifies that he has inspected every comparable sale included in this report. LVG Project 06-01-134 City of Winter Springs 24 LANDMARK Valuation Group As a result of our investigation into those matters which affect market value, and by virtue of our experience and training, it is our opinion that the market value of the fee simple interest in the subject property, as of January 10, 2006, was $3,600. LandMark Valuation Group, LLC Larry A. Church, MAl, SRA State-Certified General Appraiser RZ 599 Michael D. Dabby, Senior Appraiser State-Certified General Appraiser RZ 1590 LVG Project 06-01-134 City of Winter Springs 25 LANDMARK Valuation Group ADDENDUM General Assumptions and General Limiting Conditions Definitions Appraisers' Qualifications LVG Project 06-01-134 City of Winter Springs 26 LANDMARK Valuation Group GENERAL ASSUMPTIONS AND GE'NERAL LIMITING CONDITIONS LVG Project 06-01-134 City of Winter Springs A LANDMARK Valuation Group GENERAL ASSUMPTIONS 1. The legal description used in this report is assumed to be correct. 2. No survey of the property has been made by the appraiser and no responsibility is assumed in connection with such matters. Sketches in this report are included only to assist the reader in visualizing the property. 3. No responsibility is assumed for matters of legal nature affecting title to the property nor is an opinion of title rendered. The title is assumed to be' good and merchantable. 4. Information and data furnished by others is usually assumed to be true, correct and reliable. When such information and data appears to be dubious and when it is critical to the analysis, a reasonable effort has been made to verify all such information; however, no responsibility for its accuracy is assumed by the appraiser. 5. All mortgages, liens, encumbrances, leases, and servitudes have been disregarded unless so specified within the report. The property is analyzed as though under responsible ownership and competent management. 6. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which would render it more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover them. 7. It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws unless noncompliance is stated, defined and considered in this report. 8. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a nonconformity has been stated, defined and considered in this report. 9. It is assumed that all required licenses, consents or other legislative or administrative authority from any local, state, or national governmental or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 10. It is assumed that all improvements, renovations and upgrades, if any as described herein, will be accomplished in a timely manner and in accordance with information provided. L VG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group 11. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted within this report. 12. We are not expert in determining the presence or absence of hazardous substances, defined as all hazardous or toxic materials, wastes, pollutants or contaminants (including, but not limited to, asbestos, PCB, UFFI, or other raw materials or chemicals) used in construction, or otherwise present on the property. We assume no responsibility for the studies or analyses which would be required to determine the presence or absence of such substances or for loss as a result of the presence of such substances. 13. We are not expert in determining the habitat for protected or endangered species, including but not limited to, animal or plant Iife,(such as bald eagles, gopher tortoises) that may be present on the property. We assume no responsibility for the studies or analyses which would be required to determine the presence or absence of such habitat or species or for loss as a result of the presence of such habitat or species. LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group GENERAL LIMITING CONDITIONS 1. The appraiser will not be required to give testimony or appear in court because of having made this analysis, with reference to the property in question, unless arrangements have been previously made thereof. 2. Possession of the report, or copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser, and in any event only with proper written qualifications and only in its entirety. 3. The distribution of the total valuation in this report between land and improvements, if any, applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 4. No environmental impact studies were either requested or made in conjunction with this analysis, and the appraiser hereby reserves the right to alter, amend, revise, or rescind any of the value opinions based upon any subsequent environmental impact studies, research and investigation. 5. Neither all nor any part of the contents of this report, or copy thereof, shall be conveyed to the public through advertising, public relations, news, sales or any other media without written consent and approval of the appraiser. Nor shall the appraiser, firm or professional organization of which the appraiser is a member be identified without written consent of the appraiser. 6. Neither our name nor report may be used in conjunction with any financing plans which would be classified as a public offering under state or federal securities laws. 7. Acceptance of and/or use of this report constitutes acceptance of the foregoing General Assumptions and General Limiting Conditions. 8. The Americans with Disabilities Act of 1990 sets strict and specific standards for handicapped access to and within most commercial and industrial buildings. Determination of compliance with these standards is beyond appraisal expertise and, therefore, has not been attempted by the appraisers. For purposes of this appraisal, we are assuming the building is in compliance; however, we recommend an architectural inspection of the building to determine compliance or requirements for compliance. We assume no responsibility for the cost of such determination and our appraisal is subject to revision if the building is not in compliance. LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group DEFINITIONS LVG Project 06-01-134 City of Winter Springs B LANDMARK Valuation Group DEFINITION OF MARKET VALUE The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (a) buyer and seller are typically motivated; (b) both parties are well informed or well advised, and each acting in what he considers their own best interests; (c) a reasonable time is allowed for exposure in the open market; (d) payment is made in terms of cash in U. S. dollars or in terms of financial arrangements comparable thereto; and (e) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.1 DEFINITION OF FEE SIMPLE INTEREST Absolute ownership unencumbered by any other interest or estate; subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat. 2 DEFINITION OF HIGHEST AND BEST USE The reasonably probable and legal of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest land value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility and maximum profitability.3 DEFINITION OF EASEMENT An interest in real property that conveys use, but not ownership, of a portion of an owners property. Access or right-of-way easements may be acquired by private parties or public utilities. Governments dedicate conservation easements, open space, and preservation easements.4 I Appraisal Institute, The Dictionary of Real Estate Appraisal, Third Edition, 1993 2 Ibid. 3 Ibid. 4 . . 9 8 The Dictionary of Real Estate Appraisal, Third Edition, Appraisal Institute, Chicago, IL, I 9 , p.IIO. L VG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group APPRAISERS' QUALIFICATIONS LVG Project 06-01-134 City of Winter Springs c LANDMARK Valuation Group QUALIFICATIONS OF LARRY A. CHURCH Business Address LandMark Valuation Group LLC (formerly LandAmerica Valuation Corporation and formerly Pardue, Heid, Church, Smith & Waller, Inc.) 1310 E. Robinson Street Orlando, Florida 32801 Telephone: (407) 897-5359, Extension 202 Education B.S. Degree in Business Administration, Real Estate and Urban Land Studies, University of Florida Appraisal Institute Advanced Capitalization Standards of Professional Practice Highest and Best Use and Market Analysis The Appraiser's Complete Review Seminar Uniform Residential Appraisal Report Seminar Residential Consulting Understanding Limited Appraisals Data Confirmation and Verification Methods Advanced Sales Comparison and Cost Approaches The Internet and Appraising Appraisal of Retail Properties Real Estate Fraud: The Appraiser's Responsibility and Liabilities Analyzing Operating Expenses American Institute of Real Estate Appraisers Course I Basic Principles (by exam) Course II Urban Case Studies Course IV Condemnation Course VI Investment Analysis Society of Real Estate Appraisers Course 101 Introduction to Appraising Course 301 Special Applications of Appraisal Analysis Experience Appraiser with Pardue, Heid, Church, Smith & Waller, Inc. since 1967 Single-family Residences and Residential Subdivisions Commercial Buildings and Sites Manufactured Home Parks and Subdivisions Shopping Centers Campgrounds and RV Parks Motels and Motel Sites Hotels and Hotel Sites Apartment Complexes Service Stations and Service Station Sites Multi-Use PUDs Industrial Building and Sites Condominium Projects and Conversions LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group QUALIFICATIONS OF LARRY A. CHURCH (Cont'd) Professional Designations and Activities Member (MAl) State-Certified General Real Estate Appraiser Member of the Orlando Regional Realtor Association Registered Real Estate Broker in the State of Florida Central Florida Real Estate Society Partial List of Clients Advance Mortgage Corporation AmeriFirst Development Corporation American Mobile Home Corporation Aspen EnterpriSes, Inc. Atico Mortgage Corporation Bank of Winter Park Barnett Bank N.A. Branch Banking & Trust Company BP Oil Corporation Carnegie Mellon University CenTrust Savings & Loan Association Chase Manhattan Bank, N.A. Chevron U.S.A. Citibank, N.A. City of Orlando Clayton, Williams and Sherwood CNA Insurance Company CNL Bank CNL Finance Colonial Penn Communities, Inc. Comerica Bank Com Bank Mortgage DeAnza Group, Inc. Dollar Bank Enterprise National Bank Exxon Company, U.S.A. Federal Deposit Insurance Corporation Firstate Financial First Union National Bank Florida Department of Administration Florida National Bank Florida Residential Communities Ford Foundation Federal Home Loan Bank Board Gibraltar Savings Gulfco Capital Management, Inc. Independent Life Insurance Company McConnell Wetenhall Shopping Centers, Inc. Merrill Lynch Realty & Relocation Mobil Oil Corporation National Bank of St. Petersburg National Bank of Cleveland New York Life NationsBank Nationsbank, N.A. Orange County Board of County Commissioners Orange County Public Schools Orlando, Financial Center Orlando-Orange County Expressway Authority Pannell, Kerr, Forster Paulucci International Peabody Southeast, Inc. Penn Mutual Life Resolution Trust Corporation Royal Crown Bottlers Shell Oil Company Simplimatic Engineering SouthTrust Bank, N.A. Standard Oil Company Sun bank Mortgage Company SunTrust, N.A. Texaco, Inc. Touche-Ross & Company Trammel Crow Corporation Unijax Corporation Uniroyal, Inc. Vista Federal Credit Union Western and Southern Life Insurance Company Western Electric LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group QUALIFICATIONS OF MICHAEL D. DABBY Business Address LandMark Valuation Group, LLC 1310 E. Robinson Street Orlando, Florida 32801 Telephone: (407) 897-5359, Extension 220 Education (BSBA) University of Florida, Gainesville, Florida Major in Real Estate and Urban Land Studies; With Honors University of Southern California, Los Angeles, California Major in Architecture and Urban Planning 1974-1976 1971-1973 Appraisal Courses and Seminars Sponsored by the AIREA of Appraisal Institute: Real Estate Appraisal Principles 1A - 1 Sept. 1988 Basic Valuation Procedures 1A - 2 Sept. 1988 Capitalization Theory & Techniques 1 B - A Sept. 1988 Part A 1 Capitalization Theory & Techniques 1B - B March 1989 Part B Case Studies in Real Estate Valuation 2 - 1 March 1989 August 1992 Oct. 1991 (Part A) Oct. 1991 (Part B) July 1992 November 1992 March 1994 (Audited) February 1995 Standards of Professional Practice Standards of Professional Practice Litigation Valuation Easement Valuation Seminar Highest and Best Use and Market Analysis Report Writing and Valuation Analysis Rates and Ratios Used In The Income Capitalization and Cost Approach Standards of Professional Practice Standards of Professional Practice Standards of Professional Practice Residential Sales Approach; Deriving, Documenting, and Defending Your Opinion of Value Florida State Law for Real Estate Appraisers Standards of Professional Practice Florida Core Law Update Subdivision Analysis Appraising a Proposed Property Scope of Work Florida State Law for Real Estate Appraisers National USPAP Updates SPPA SPPB 4 520 540 2132 410 420 430 529 518 430 518 May 1998 Nov. 1998 (Part A) Nov. 1998 (Part B) Dec. 2001 (Part C) Oct. 2002 Nov. 2002 Nov. 2002 (Part C) Sept. 2003 Nov. 2003 Feb. 2004 Nov. 2004 Nov. 2005 Nov. 2005 LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group QUALIFICATIONS OF MICHAEL D. DABBY (Cont'd) Professional Seminars and Continuing Education USPAP Update Ketcham Education Providers, November 2004 Current Appraisal Issues in Florida South Florida Water Management District, May 2001 Reviewing Appraisals in Florida: Bells Appraisal, October 2000 Site and Improvements Inspections and Descriptions and Fractional Limited Partnership Ownership Interests - Bells Appraisal, November 2000 Professional Standards USPAP Update/Law Florida Association of Realtors, March 2000 Commercial Appraisal and USPAP Law IFREC, October 1998 USPAP Update/Law IFREC, June 1996 Property Inspection for the RE Professional IFREC, June 1996 Appraisal Standards and Ethics National Association of Realtors; July 1994 Key Issues in Wetlands Regulation in Florida National Business Institute, Inc., March 1992 Eminent Domain and Land Valuation Litigation American Law Institute - American Bar Association, January 1992 Professional Experience Member/Principal, Senior Commercial Appraiser, Land and Subdivision Specialist LandMark Valuation Group, LLC, Orlando, Florida, 2005-present Senior Commercial Appraiser, Specialist in Land and Eminent Domain LandAmerica, formerly PRIMIS, Inc., Orlando, Florida, 1999-2005 Senior Commercial Appraiser, Specialist in Land and Eminent Domain Pardue, Heid, Church, Smith & Waller, Inc., Orlando, Florida, 1987-1999 Land Acquisition Specialist and Research Analyst First Southern Realty Group, Inc., Orlando, Florida 1980-1987 Staff Research Analyst Econometrics Corporation. Winter Park, Florida 1979-1980 LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group QUALIFICATIONS OF MICHAEL D. DABBY (Cont'd) Partial List of Clients Developers and Builders Disney Development Company MAGLEV Transit, Inc. Heathrow Land and Development Company Paulucci International Florida Residential Communities E. Everette Huskey Gordon S. Nutt Landstar Homes Neal Harris Company Del American Properties Custom Quality Homes Kensington Gardens Builders Wetherbee Road Partners Xentury City Development Company Casto Southeast Palmer Homes Southstar Development Partners Westwood Boulevard Ltd. Seybold & Associates Catholic Charities of Palm Beach Government Agencies/Non-Profit Organizations Florida Department of Transportation Reedy Creek Improvement District Orange County Seminole County Osceola County Vol usia County School Board of Orange County School Board of Seminole County School Board of Osceola County City of Orlando City of Lake Mary City of Sanford City of Kissimmee City of Belle Isle Orange County Library System Boys Scouts Council of America - Central Florida Council United Cerebral Palsy of Central Florida University of Central Florida Chatlos Foundation Property Users Mobil Oil Shell Oil Texaco Oil Florida Hospital Humana Hospital Wal-Mart Stores Attorneys Gray Harris & Robinson Lowndes Drosdick Doster Kantor & Reed Fishback Dominick Bennet Stepter et al Subin Shams et al Giles & Robinson Akerman, Senterfiit & Eidson Institutional Lenders SunTrust Bank Community National Bank of Florida National Bank of Commerce BB&T Comerica Huntington Mortgage Bank First Harbor Federal Savings Columbus Bank & Trust Surety Bank Colonial Bank Community Untied Bank of Florida Peoples First Community Bank First Union Washington Mutual Bank Union Planters Bank R-G Crown Bank Citizens Bank of Oviedo Regions Bank First Community Bank First Florida Bank Commerce National Bank of Florida Carolina First Bank Banco Popular Bank of America RBC Builder Finance Investors, Advisors & Miscellaneous Resolution Trust Corporation Wescar Grand Cypress Hotel T A Title Insurance Numerous and other miscellaneous parties having various real estate interests Condev Morley Properties Hilton Hotels LVG Project 06-01-134 City of Winter Springs LANDMARK Valuation Group QUALIFICATIONS OF MICHAEL D. DABBY (Cont'd) Licenses, Memberships and Affiliations Associate Member, Appraisal Institute - M922463 Florida Real Estate Broker-Salesman 0194663 State-Certified General Appraiser 0001590 Member, Greater Orlando Area Association of Realtors Member, Florida Association of Realtors Member, National Association of Realtors Other Qualified as an Expert Witness, Seminole County, Florida Maitland Board of Zoning Adjustment Park Lake Grove Condominium Association, Treasurer Maitland Planning and Zoning Commission Park Lake Grove Condominium Board Member 1990-1993 1990-1998 2002-Present 2003-Present LVG Project 06-01-134 City of Winter Springs