HomeMy WebLinkAbout2001 08 27 Regular F Parker Property Purchase and Sales Agreement
Add On Agenda E
August 2, 202001
Page 1 of 1
COMMISSION AGENDA
ADD-ON
ITEM F
CONSENT
INFORMATIONAL
PUBLIC HEARING
REGULAR X
08/27/01
Meeting
MGR. ~ /DEPT
Authoriz"'ition
REQUEST: City Manager requesting the City Commission to approve the Purchase
and Sale Agreement for the acquisition of the Parker Property and to authorize the City
Manager to execute the agreement on behalf of the Commission.
PURPOSE: This agenda item is needed for the Commission to approve the Purchase and
Sales Agreement and to authorize the City Manager to sign the agreement.
CONSIDERATION: On June 25, 2001 the City Commission authorized the acquisition of the
Parker tract subject to a referendum to be held on September 4, 200 I and authorized the City
Manager and City Attorney to develop a Purchase and Sale Agreement for Commission
approval.
This agenda item is provided pursuant to that authority.
FUNDING: Funding will be secured by a long-term bond issue secured by a pledge of not
more than 0.25 mills.
RECOMMENDATION: It is recommended that the Commission review the proposed
Purchase and Sale Agreement, approve the agreement with any changes it deems appropriate,
and authorize the City Manager to execute the agreement on behalf of the Commission.
ATTACHMENTS: Purchase and Sale Agreement
COMMISSION ACTION:
BROWN, WARD, SALZMAN & WEISS, P.A.
ATTORNEYS AT LAW
Usher L. Brown +
John H. Ward +
Gary S. Salzmano
Jeffrey S, Weiss
Suzanne D' Agresta
Anthony A. GarganeseO
Scott D. Danahy
Alfred Truesdell
Arthur R. "Randy" Brown, Jr. +
Brett A. Marlowe
Jeffrey p, Buak
Kristine R. Kutz
Joseph G. Colombo
Debra S, Babb
Two Landmark Center
225 East Robinson Street, Suite 660
Post Office Box 2873
Orlando, FL 32802-2873
(407) 425-9566
(407) 425-9596 FAX
Email: agarganese@orlandolaw.net
Website: www.orlandolaw.net
Cocoa: 866-425-9566
+ Board Certified Civil Trial Lawyer
o Board Certified Business Litigation Lawyer
o Board Certified City, County & Local Government Law
+ Board Certified Labor & Employment Law
August 13,2001
Mr. Ronald W. McLemore, City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708
Re: Parker Property
Our File No. 1193
Dear Ron:
Enclosed for your information is a copy of the latest draft of the Purchase and Sale
Agreement for the Parker property from the Parker's attorney, Stephen Price. We need to discuss
placing this on the August 27,2001 City Commission agenda.
Anthony A. Garganese
City Attorney
AAG:kj
Enclosure
F: IDOCSICity of Winter Springs\Parker PropertylCorrespondencelMcLemoreOOI.lI'pd
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PURCHASE AND SALE AGREEMENT
TIDS PURCHASE AND SALE AGREEMENT (hereinafier "Agreement") is
entered into by and between CITY OF WINTER SPRINGS, a Florida municipal
corporation, whose address is 1126 North State Road 434, Winter Springs, Ft 32708,
(hereinafter "Buyer"), and RICHARD H. I~ARKER; RICHARD H. PARKEU and
BETENA L. PARKER, Tnlstees or their successors in Trust under the. "Richard ll.
Parker Livine Trust dat~!J November 29. 1995amd GLORIA PARKER and
PATRICIA J. PARKER as Co-Trustees of the Pal'ker Familv Tnlst created under
Ai!reement effective March 1. 1992: GLORIA .JEANNE P A RK~R and PATRICIA J.
PARKER. as Co-Trustees of the Gloria Jeanne Parker Revocable Tn.st created under
agreement dated October 19.1990: and .;.husband,and.wife;-.and.ro:OW ARD II. PARKER
and SUE S. PARKER, Co-Trustees under that um'ecordedJ_t~yocableIrust.Af!reement
entitled Edward H. Parker llevocablc Tn.st dated January 27. 1988 AN))...JEA.NNE
PARKER, lil:J3eanB Bad wife; whose address is c/o Stephen II. Price, Esq., 1420 Edgewater
Drive. Orlando, FL 32804, (hereinafter "Seller").
WITNESSETH:
WHEREAS, Seller is the owner of an approximate 27.3 acre parcel of real property
adjacent to Central Winds Park (hereinafter "Property") situate and being in the City of
Winter Springs, Seminole County, Florida, and legally described as follows:
SEE EXHIBIT "A" ATTACIIED HERETO
WHEREAS, Buyer desires to purchase the Property fi'om Seller provided the
purchase is approved by a majority of the registered voters of the City of Winter Splings at
the referendum election scheduled on September 4.2001; and
WHJ;;R:g,A.S.~..S~H~L1!o.d..Jluy~.r...~gt~.~Jbat..th~.,F..~'r.JY.r.~l.k~1.Y..~J~.!;...Qf.th.~..r.r.9.p~n:xj~
F.Qy.r.MiJ!jon Dollars and No/lOO b.a$.~4..Y.nQ!t!"at certain aopraisal fl:QmJ:!M~jngs and Spivey
dated
___~_.u .. ..
..
~tlERE..a.s.._S.~.u.~r..h3.~..~gr~.~d..~J) ..?-.~~~l?t.~..~_~.b..~Jtm..1b~tjsJ~~$..lhAAn..~h~. .t:!!:!f...~:tl!r.k~t
Y~.!!J~"..~m~t~ted herein. with the express Ynger~.t.~DJH!}g..1hat the difference in lhe_.~~~~.,~.Y.m
paid by. the ~~r.J!:o.dJh~..~urchase Price stated herein sh~lLb.~..d.e.e.m.~.9_ a 81 n and otherwise
tL~!t.HtQn~.$._l!_gh.~ri.t!\b.!.e.,~.9,tl.tr.!QYlj.Qn..i.D.JK~.Q.r.QMJ;.~Y.ijJ.bJe.d..~.ra.l.!.a~,~D.Q..~L~p.p..ti~~b.l~JJ1t~.m.!l1
R~y.~nMe...S~mg~.p..f.QYt~j.91l~-"
NOW, THEREFORE, in consideration of the muttlal covenants, representations,
warranties and agreements herein contained, and in consideration of the sums to bedcposiled
Poge 1 (If 1~.l9..
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or paid as contemplated by this Agreement, Seller agrees to 5eH and Buyer agrees to buy the
Property upon the following terms and conditions:
1. . PROPKRTV .AND APPURTENANCES: The Property, as more particularly
described herein above, is vacant, 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.
To the extent the same exist 011 the Effective Datc and are transferable and without
any representation,or warrant.y express or implied, the Property shall be deemed to include aU
licenses, permits, orders, authorizations and oLher governmental permissions of all
governmental authorities having jurisdiction thereof (whether rederal, stat.e or local) owned or
held by Seller which appertain or relate to the 'Property and which arc
transferr8bletr.~.n~fe.r.~.p.J~ or assignable.
2. PURCHASE PRICl: AND METHO)) OF PAYMENT: CHARITABLE
CONTRIBUTION:
The purchase price of the Property (hereinafter "Purchase Price") shall be Two.E,Q.\!!:
Million Nine HURdred-Ftfty ThousaAd and Noll 00 ($2, 950iOOO~'()OH$_1..9Jl9...QQQ,.9.91Dol1ars,
The Purchase Price shall be payable as tollows:
(a) Deposit (hereinafter "Deposit") in the amount ofFiily Thousand and no/100
($50,000.00) Donars shall be paid upon the execution hcrcofby Buyer, to be
held in escrow by BROWN, WARD, SALZMAN & WEISS, ,P.A.
(hereinafter "Escrow Agent"); .
(b) Cor,ditioned upon the financing being approved as ~et forth in
paragraph 3 of this Agreement, the bftltmee.ofthe 'Purchase P-rice..r~!'n.~h~l.~g
cash sum ot:.T.'?!.Q Million Ni~e.,"tl~.r!.~red Thousa:o.d..($.7....900.000.00) shall be
paid in cash, cashier's check., attorney's trust check drawn on a reputable
financial institution, or by wire transfer through the Federal Reserve System,
at closing as hereinafter defined.
(c) If Seller believesooothat based upon..Seller's flppraisal~f the Pmpe~
'Purch8se-Priee,.hereiFl is less-than..thtl appropriat-e.fair--ma;-ket Valtle..fOF--the
Pr-opeFty;..tl1e..SeUer- ma'l..Feqt:1est-..ulal-.the.-diffeFelle-e-bet weeFl..dlenPur-chase
Priee,and..the.appfaised..value The remaining_b!l,I~!1ce oft-he PJ![G,hase Price in
t.~,~,,~~Q.Y.m..9.f.Qp.~..M!!n.Q.~..flJJy_I.hQ!.!.!;~.I].g..(~.L.Q,5Jt('-QQ...QQ)..~h~ll be reflected
as a charitable contribution to Buyer. Buyer will execute Internal Revenue
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Service Form 8283, (Noncash Charitable Contributions) to acknowledge, as
donee, the receipt of donatcd propcrty and wiU.,9.~h~~.~~.(;L~xecute and confirm
s1,1ch other documents as may be reasonablY,J.~Q~\ir.~.4..~y. Seller to ratifY and
~Q!!jj.[ffi.~b.~_.~!IJ.llit{\Ql~_nl!rnLEt!\!\..p.9Jlj_QJ!_Q.L~b.~..tnm$.a~i.~?n,
3. FINANCING: The balance of the Purchase Price is conditioned upon the
citizens of Winter Springs approving, by majority vote, the purchase by referendum at the
September 4,2001 special election scheduled in Seminole County, Florida and the subsequent
funding of the Limited Ad Valorem Tax Donds as set forth in Resolution No, 2001-30
attached hereto as Exhibit "B" and fully incorporated herein by this reference. If the
referendum is not approved, this Agreement shall automatically temUnate and shall be deemed
null and void. At that time, Buyer's deposit shall be returncd to Buyer and Buyer and Seller
shall have no further obligations and responsibilities under this Agreement.
4. FEASmILTTY Dfi:TERM INA TION PERIOD: Buyer shall have until
December 31, 2001 to determine the Jeasibilit y of Buyer's purchase of the Property,
("Feasibility Determination Period"). During the Feasibility DcterminationPcriod, Buyer may
undertake, at Buyer's expense, such physical inspections, tests and other investigations as
may be deemed neccssary by the Buyer in order for Buyer to evaluate the feasibility of the
Buyer's purchase of the Property, Such investigations to include an Environmental Audit up
to Level IT if Buyer determines it necessary after having received t.he resulls of a Level 1
Environment Audit. For purposes of undertaking physical inspections, tests or investigations
of the Property, Seller hereby grants to Duyer, their agents, and professionals engaged by
Buyer, the right to enter upon the Property and any part thereof duri~g the Feasibility
Dctcrmination Period. Said tight of emry is conditioned upon (a) t.he Buyer giving Seller
rcasonable notice, and (b) such entry being during normal business hours. Thc presence 011
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 permiued.
Any aLterations or changes to the Property that are a direct result of the inspccting,
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 COlUlcction with, any inspection, testing or investigation of
the Property by Buyer, including but not limiled to, nonpayment {)fservices rendered to or for
the benefit of Buyer or mechanics' licns or liability tor damage to persons or property arising
from any activity pennitted 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
evcnt tlllS Contract is terminated under circumstances which entitle BUYClr 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 monics delivered by Buyer to
Seller), Buyer shall ihrnish proof reasonably acceptable to Seller (in the form ofaffidavit.s, lien
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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, 5elV8nts,
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 Lheir agents, servants, employees, contractors and
representatives. The provisions oftbls subpar-agrapn.-efnumbered paragraph l'1.shall sUlvive
any tennination of tius Contract. The Buyer's indemlufication of lhe Seller willllot include
any loss or damage due to pre-existing conditions, problems or deficiencies of the Properly
that are discovered through the inspection, te~1ing and investigation authorized herein.
+fle-decision..as.to whether it is fessible.to,pl:lr(;t.lase the Propei'ty-ShaIJ.be'-aHhe sole
discretioR of the Buyer. 1f..Jlfl~r...r.~yi~w:ip'g,Jh~..L~guJ~_QLn~p'.Q.r.t.$...frQmoo~!:Iy'_QfJh~.J.~$.t.~u:;!r
inl)p~c~j.Q!}~..9.~~~r.ibed in this paragraph the Buyer dctcrmines. in its sole discr.~~j.Q!}.. that it is
not feasible to purchase the Property, then Buyer may terminate this Agreement and obtain a
refund of the Deposit (logether with any interest carned thereon), the total of which shall
forthwith be paid to Buyer and the parties shall have no furlher liability hereunder, This
provision shall not affect any other righls of the Buyer under this Agreement including, but
not limited to the right to inspect the title of the Property. If13uY~Lf.aH.$..lO notify Seller in
~.~ltDg..Q[:a.lJY~[.S_~t~~tt9.n...t9.,.,~,~D!lj!!.~t~J.b.!~.oo^-,gr.~J~.m~Qt,.9.~oo9.I..QS;fQ1.~_1bJL~~P.ir.~t.i0.I'!.,9..fJhs;
f..~l~J.Qm.ty.r..~riQrl~..B.J.,Iy.~f...~h~U...QS;_.g~.9.IDJt~...t9...b.~y.~..~l~ct.~.goo~Q..$!!;:_~~QU.h.~..P.r.9.p.~.rty. j~ .il~J_b.~!!
~~~~li(lg condition and will hay'~, ~.~j'y,~.g_.~l other contingenci,~s in H~.i.~ooAgreement with the sple
~c.~p.~i9.n of Paragraph 5.
Buyer hereby unconditionally, irrevocably and absolulely assigns to Seller all of
Buyer's rights with respect to any governmental pemuts or approvals related to the Property,
which assignment shall become null and void and of no further force or effect upon closing,
but shall otherwise remain effective and survive any termination of this Contract. .In the event
closing fails to occur for any reason whatsoever, Buyer agrees, promptly on request, to tum
over to Seller copies of an investigations performed in connection with the Property by or on
behalf of Buyer. including an:oJ.U:Y~Y(s) as set forth inPal'agnmn..7, and to return to Seller all
materials and infonnation furnished by Seller to Buyer in connection with the transaction
contemplated by this Contract, all without charge, cost or expense (t) Seller, and the
provisions of this paragraph shaH sllrvi ve any termination of this Contract.
5. TITLE EVIDENCE: At least thirty (30) days before expiration of the Feasibility
Detennination Period, Seller, at Seller's expense, shall obtain a Title Insurance Commitment
(hereinafter "Commitment") issued by AU~.?rn.~y'.'.:>..Title 1 !1,~J.mm~.~f..y'ij'y~ (hereinafier
"Company") Feas0t1sblyooaeeeptable.t-e..suYCF-il.tld/0fooBtlyer's,COIJAsel. with the fee owners 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 Prope:1y to Buyer, a fee
owner's policy oftitIe insurance, (AL T ^ OWner's Policy 10-17-92, Florida: Modified), in the
amount of the Purchase Price of the Property, subject only to those exceptions reasonably
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acceptable to Buyer's Counsel and the so called standard exceptions contained in the standard
AL TA Form of owners 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 Setter agrees to furnish such
Affidavit as part of the Closing). Buyer shall have fifteen (15) 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 (10) days aft.er
actual receipt ofDuycr's written title objections, if any, stating which objections Seller will
cure at or prior to Closing and those which Seller will not cure:...-In-tne event days.to give
SeJleF-ttme-within..whj.Gh..t-e-attempHo, cure... In t.he event Seller elects to attempt t.o cure the
defect, Seller shall have no liability or obligation in the event Seller is unsuccessful in curing
same. Moreover, Seller shall in no evelll be required to expend any money or institut.e any
legal proceedings in connection with the curing of any tille defects, In the event Seller does
not cure the defect or Seller notifies Buyer ill 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 rctuJ'n of its Deposit If Buyer fails to notify SeHer of
Buyer's election within said fifteen (15) day time period, Buyer shall be deemed to have
elected to accept Lille in its then existing condition without reduction of the Purchase Price or
cash to close as provided in this paragraph,
6. RESTRICTIONS. EASEM I~NTS. AND LIM ITA TIONS: 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.
7. 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 or others or violate any restrictions, covenants or
applicable government regulaLion, the same shall con~titute a title defect. Buyer shall address
such title defect, if any. in the same manner as other title dc1ects as set forth in paragraph 4
above. The parties agree that Buyer may subslitute the surveyed legal descriplion of the
Property for the legal description contained on Exhibit "A" for closing purposes,
8. A PPRAISAL: Buyer, at J3uyer' s expensc, within the Feasibility Determination
Period, may have the Property appraised by a certiticd registered Florida appraiser. If said
appraisal does not value the Property for at least the .~.~~ltjtQOi9.n,.Qf..!!l~LPurchase 'Price
(~~..2~9...QQ~tQQ), then Buyer may tenninate this Agreement by notifying Seller in writing on
or betore the expiration of the Feasibility Dctennination Period and, as long as Buyer does so,
obtain a refund of the Deposit (together with any interest earncd thereon), the total of which
shall be fOl1hwith paid to Buyer and the parties shall have no further liability hereunder.
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9. SELLER REPRESENT A nONS: 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, secur~ty illlerest~ and
encumbrances, excluding only those (i) which may be saLisfied or released at
Closing, (ii) to which the Buyers title shall be subject as otherwise provided in
this Agreement, (Hi) liens for taxes not yet due and payable, and (iv)
~1atutory 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 sutlicient for its Cllrrent
use.
(d) That there is no litigation or proceeding pending or threatened against or
relating to the Property arising by, through or under Seller, and Seller does
not know of any basis for such action nor are there any special assessments
of any nature with respect to the Property or any portion thereof, nor has
Seller received any notice of any special assessment being ,contemplated.
(e) That Seller has full power and authority to enter into and perform this
Agreement in accordance with its terms, and the completion of this
transaction will not violate any law, regulation or agreement affecting
Seller.
(f) That there are no: (i) pending litigation or disputes involving the location
of the boundaries of any part of the Property; and/oT (ii) physical
interruptions or obstructions to physical access to any part of the Property.
(g) That there is no hazardous waste located on or buried beneath the
Property. The term "hazardous waste" shall have the meaning ascribed by
Florida and Federal law.
Paragraph 9 shall survive the closing.
10. POSSF.,sS.lON: Seller shall deliver possession of the Property to Buyer at
the time of Closing.
11. CLOSING:
(a) Closing Dat~: The closing of this Agreement, and the transfer of title and
possession of the Property, shall occur on..Q.Lb~fQf..~'_f.~~I!-!!!'!Y...8.\...2QQ2
P!lge6uf ')'61(j
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::::::::::;:::::::::,~.~.,..._....,..,.......,.,........ ......, (hereinaH:er "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 .S_~lJ.~Bttyef, At Buyer's discretion, Duyer may extend the
Closing up to l~.~..t-hirty...t30).,{lQ) days by providing three (3) days advance
written notice to Seller
(b) ConXey.ance: 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 represenlations express or
implied.
(c) Documents FoC-Closi.ng: Seller 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 provide al1~Lpay the premium for the
owner's AI.. T A Owner's Policy 10-17-92 (Florida Modified) Title Insurance
Policy, charges for related title seIvices including but not limited to title or
abstract charge, title examination, and !o";ettlement and closillg fee, the cost of
recording corrective instruments and Florida Documentary Stamps to be
affixed to the Deed. Duycr shall pay documentary stamps and intangible tax
on any mortgage, mortgagee title insurance conunitment with related fees,
recording of mortgage and any financing statements, Duyer shall pay the co~t
of recording the Deed. Each party shall pay their respective attorney's fees
( e) Proratiot1~: 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 tor maximum allowable discount. All
real property taxes, special asse~smellts and ad valorem taxes for prior years
shall be paid by Seller. In'il1e'-event the current 3:5ses5ftlef1f-,and..mileage-ilfe
oot-.available,.aIHftx:es..!or. the..yeaF'-0f:GJooit}g-.5haH--be.based"oR-the-pr-evieu~
years.agsessment'ilfld.,mtleage:'''lf.any.,sub5t-anti-al-di-ffereflee:(i-:e:';' ovet:.$SQQ;OO
dollars) occurs in-the..acll;lal..tax bills wllea iSStled..f.or-the-.year ofClesing;-the
parties Aerato agree to make-adjusl:meflts based OR sueb-tfuf-bills ..N-I:Jen they
~ect}me'avaHable,-
(f) FTRPT A Acknowledgment: At Closing, the Seller shall execute and dcliver
to Buyer two (2) original counterparts of the Certiiicatic:n of Non-F orcign
Status in form reasonably satisfactory to Buyer, In the event (a) Seller does
not so execute and deliver to Buyer ~uch Certification ofNon-Fureigll Status,
or (b) such Certification or Non-Foreign Status i~..in not fully and properly
.P age 7 or .J(j I (j
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completed and executed as of the Closing Date, or (c) Buyer is not entitled to
rely upon such CCI1i1ication, then, in any of such events, Buyer shall withhold
ten percent (10%) of the Purchase Price and pay Lhe 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 Al11,!lavit: Seller shall furnish to Buyer at the time of
closing an affidavit attesting to the absence, unless otherwise provided for
herein, of any Notices to Owner or Claims of Lien ofpotentiallienors known
to Seller and further attesting to the unquestioned ownership by Seller of the
Property and further attesling that there have been no improvements to the
Property for 90 days immcdiatcly preceding the Closing Date for which
payment has not been made in full, or for which payment has not bccn secured
or provided for, all in fonn acceptable to Scllcr, Buyer and Company. If
Property has been improved or repaired within 90 days at the rcquest of and
authorization by Seller immediately preceding the Closing Date, Seller shall
deliver releases or waivers of construclion liens executed by all general
contractors, subcontractors, suppliers, and materialmetl in addition to Seller's
lien affidayit selling 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...QfSalc and Closing Procedur~: Upon clearance offunds, the deed
of conveyance and other 'closing documents (hereinafter "Closing
Documents"), each duly executed, shall be dclivcred to the authori1;ed 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 l() Ch.>sing Date (hercinatler "Gap Period") and delivery to
Buyer of the Commilment marked in order to show compliance with all
conditions of Closing and marked to insure the Gap Period all of which shall
occur on or before closing, the net sales proceeds shall be p'fomptly disbursed
to Seller by Company or the authorized agent. of Company at closing,
(i) Further Acts. ete,: At the closing and up to thirty (30) days thereal1er, Seller
and Buyer agree to execute and deliver such other and further instruments and
to take such further aClions as either of them or their counsel may reasonably
request of the other in order to 11.1lly implement the terms of this Agreement
and the closing thereof al'> long as said requcst is consistent with the respective
obligalions afthe parties as set fonl1 in Lhis Agreement. This paragraph shall
survive the closing.
Pose 8 of .1.616
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12. DEFAID,"S:
(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 aller the defaulting party's receipt of such notice.
Notwithstanding the above, the Closing Date shall not be changed, delayed,
postponed or extended by this rcquirement fot' notice of default.
(b) Default by Buyer: Tf Buyer defaults on its obligations to purchase
under this Agreement, without fault on the part of the Seller, Seller maytenninatethis
Agreement and as Seller's remedy for default, the Deposit paid to the Escrow Agent,
shall be paid over by Escrow Agent to Scllcr and retained by Seller as its liquidated
damages in full and final settlcmcnt 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) Dcfault by Seller: If Seller dcfaults on its obligation to sell under this
Agreement, without fault on the part of the nuyer, Buyer may terminate tlus
Agreement and retain the Deposit. Furthtr, Seller shall reimburse Buyer for all actual
costs and expenses incurred by Buyer in preparing for closing including, but nOl
limited to, costs associatcd with the Feasibility Dctcrmination 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 paymer.t to Buyer of the
Deposit. Alternatively, Buyer may seek specific performance against Seller,
(d) Aoolication of O~po~it 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 rcgistlY
of the Clerk ofthc Circuit Court of Seminole County, Florida.
13. BROKI!:R'S COMMISSION: Each party hereto represents and wan"ants
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 arc no fees, or
commissions due as a result of their respective execution Oflhis 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 indenmily and hold
I' U!!e 9 of .1-6J.2
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#0152 P.Oll/017
the other hannless from any breach of their respective representations and warranties as set
torth in this Paragraph. The provisions of this Paragraph shall survive the Closing,
14, TIME OF THE 'ESS F-NCE: Time, and timely perfomlance, is of the essence
of this Agreement and of the covenants and provisions hereunder,
15. TIME:Time periods herein of less than 6 days shall in, the computation
exclude Saturdays, Sundays and state or national legal holidays, and any time period provided
tor herein which shall end on Saturday, Sunday or a legal holiday shall cxtend to 5:00 p,m. of
the next business day,
16. EFFECTIVE DATE AND TIME le'OR ACCEPTANCF.: The date of this
Agreement ("Effcctive Date") shall 'bc that date upon which the last one of the Buyer and
Seller has signed this Agreement.
17, ASSIGNMENT:
prior written consent of Seller,
This Agreement may not be assigned except upon the
18. ESCROW AGENT: BROWN, WARD, SALZMAN & WEISS, P.A., (the
"Escrow Agent"), the recipient of the Deposit hereunder, is authorizl~d and agrees by
acceptance thereof to hold the same in escrow and t(,) disburse it at closing in accordance with
the terms and conditions of this Agreement. Tn the event it is in doubt as to its duties or
liabilities under the provisions ofth.is Agreement, the Escrow Agent may in its sole discretion,
continue to hold the monies which are the subject of the escrow until the palties mutually
agree to the disbursement thereof: or until a judgmem of a court of competent jurisdiction
shall determine the rights of the parties thereto, or it may deposit all the monies then held
pursuant to this contract with the Clerk of the Circuit Coul1 of Seminole, Florida, or such
other court having jurisdiction of the dispute, and upon notifying aU parties concerned of such
action, allliahility on the part of the Escrow Agent shall fully ce8$C and terminate, exccpt to
the extent of accounting for any monies theretofore delivcred out of escrow, In the event of
any suit bctwccn Buyer and Seller wherein the Escrow Agcnt is made a ',party by virtue of
aCling as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
interpleads the subject matter oft.he escrow, the Escrow Agent shall be entit.led to recover a
reasonable attorney's fee and costs incurrcd, said fees and costs to be charged and assessed as
court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not
be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies
subject to its Escrow, unless such misdelivery be due and willful breach of this conlract or
gross negligence on the part of the Escrow Agent.
19. ACC~,S~,;..,nl~yer reaffirms and,rann~.~Jhat previous aCC~!?~.~greement with
Sellers_~.$..m9.r~ ~p-ecifically set forth..iD th~ previolls corre~r.H.m,d~.ncc from BUY~I.g~t~d May
~9.....19..2.~...wh,~r.~i.o.Jh~...Bm~.(!LJ,g.r~.~Q.JQ...P'[Q.Y.ig~L.s.~.u.c.r..,VJ.j,~.b...a.g~~~~...tQJh~. p.!:9.p.~nY...LI:uh.c.
imm~gi.~1~..y.iGjl1i ty....9.f..!h~...~~.~ting., ,~r.Q~~.i.!I,g...a1..(;.~Dtr.~J..w\,\q~..,P.~r.k..p..emU.n..g..~h~" r~~!;Ip.L9.f
f.Qrm,~.L develoDmcnt phm~:....:Nothing herein, ~h~J.Lcollstitute a .waj'y'~r. or rclinqui~h,!!!~!l.1J21
Page 10 or +6 Hi
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AUG.09.1"001 01:50 4078436300
#0152 P. 012/ 017
s.~n~r....Qf..it~....~~~.~.$.~...~gr.~~.m~nt...~jJb...B.~.Y.~.L.._J:m!h~r!'nQr~.....n.o.~h.i1.1g ,,~~.r.~.!n_.~h~J.LU.mit...9.r.
.Qth~!Y.(.i_$.~_r_~$!rict_SeI1er from negotiating ~a~fP.~.t~..!)&g~;is a.~reernents or fi:.om,,~.~uting that
certain lit~~tiQ.tL~n~jtled Leffler Company etc....J\LaLy. CSX TransportatioQ,...lJW,.....Case
~.Y_mbJ~c.21..:J 29J.:J;Ad.Q:".E.in.1h~,C..i.r9.y.!t.C..9JtJ:H~.f..S.~minQJ~.C.Qyn.ty ,.f.'.lQri.Q~,J~P.YJ!.L~r.~~.$.
!Q..9.Q.QQ.~r.~J.~.fu.u.Y..w.ith.S.~U~r..~~..m~y, q<<;:.[~~~QJ.1_~Q).Y..r!!.~w.ir.~~tlQ..~.~~!J.r.~. ~!t~J:1~~l~J~.~.~!!.~~..P..Qim.~,
for ingress and ~gr~ss...fQf.J.b.~..12r.~ I
2CH9. MISCELLANEOUS:
(a) Radon Gas: Pursuant to 1'la. Stat. Sec. 404,056(&), Radon is a
naturally occurring radioactive gas thaL when it has accumulated in a
building in sufticicnt quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal
and stale guidelines 'have been found in building in Florida.
(b) Binding En~~t: 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 Agrccmcnt,
or the intent of any provision hercof
(d) Severability: If any provisi()n of this Agreement, the deletion of
which would not materially adversely affect the material benefits
receivable by any party hereundcr or subSLantially increase the burden
of any party hereto, shall be held to be invalid or unenforceable to any
extent, the same shall not afi"ecl 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 Lime and rrom time to time do such acts and
execute, acknowlcdge and deliver such documents, including
cOITeclive instruments, reasonably rcquesLed by the Company, the
parties hereto, or their counsel, necessary to carry out fully and
cffcctuate the purchase and sale herein cOluempJated and to convey
good, marketable and insurable title to the Property and all parts
thereof as long as the request is consistent with the respective
obligations of the parties as set forth in this Agreement.
(t) Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be, and shall be taken to be, an
original, and all collectively deemed one instmment.
Page 11 of 1 (,l.<i
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#0152 P.013/017
(g) Facsimile: Telephonically transmitted facsimile copies of tillS
Agreement, and any signatures thereon, shall be considcred for all
purposes as originals.
(h) Litigation and ~ttorneyls Fees: In the event it sha!1 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 Agreemcnt, the prevailing party shall, to the extent
permitted by law, be entitled to recover ITom the other, in addition to
any damages or other relief granted as a result of such litigation, all
costs and expenses of such litigation and reasonable attorney's fees
(including attomey's fees and costs of appeals) as fixed by a court of
competent jurisdiction.
(i) ~ntire Agreement AmeIJ9m.c:nts: This Agreement ,contains the cmire
and sole undcrstanding between the pal1ics hereto relative to the
purchase and sale of the Property and it may only bc amended or
modified by an agreemcnt in writing executed by Buyer and Seller
with the same f0n11alities as this Agreement.
G) NQ.tices: All notices and correspondence shall be sent ot' delivered by
registered or certitied mail to the parties hel'Clo, return receipt
requested, with copies forwarded to their respective attomeys, at the
addresses set forth below or at such other addresscs as the parties
hereto shall designate to each other in writing:
(i) if to Scller, to: Richard Parkcr and Gloria J.~MJ:u~Yarkcr..and
Edward H. Parker aRd Jearnle-.ParkeF
C/o Stephen H.. Price, Esq.
1420 Edgcwaler Drive
Orlando, 'FL 32804
Telephone: 407-843-3300
Facsimile: 407-843-6300
(li) if to Buyer, to: Mr. Ronald W. McLemore, City Manager
City of Winter Springs
1126 East S. R. 434
Winter Springs. FL 32708
with copies to: Anthony A. Gargancsc, Esq., City Attomey
Drown, Ward, Salzman & Wei~s, P,A.
POBox 2873
Orlando, FL 32802-2873
'Poge 12 of .Hil,l6.
~
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#0152 p.014/017
Telephone: 407-426-9566
Facsimile: 407-425-9596
Any notice or demand so given, delivered or made by United States
Mail shall be deemed so given, delivered or made three (3) days after
the same is deposited in the United State mail registered or certified,
return receipt requested, addre~sed 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, dclivered or made,
(k) !ntcruretation: This AgrecmctU has been submittcd 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.
(1) Applicable Law: This Agreement. is to be construed according to the
laws of the State of Florida.
(m) Non-Waiver: No covenant, term, or condition, (or the breach
thereof), shall be deemed waived, except by written consent of the
party against whom the waiver is claimed. A waiver of any covenant,
term, or condition (or breach thereof) shall not 00 deemed to be a
waiver of any other covenant, tenn or condition (or breach thereof),
(n) Terminologv: Whenever u5ed herein, the terms "Buyer" and "Seller"
shall be construed in the singular or plural as the context may require
or admit and shall be filrther construed to include the agents of the
Buyer and Scller.
(0) No Rec()~diT)g: Neither this Agreement, nor any Mtice of it, shall be
recorded in any public records.
(p) Tyoewritten or a~ndwritten Provisions: Typewritten or handwritten
provisions, either as additionallerms and conditions or alterations to
existing lerms and conditions, shall control all prhted provisions in
conflict with them.
'IN WITNESS WHEIU:OF., the parties hereto have caused this contract to be
executed on the dates accompanied by their respective executions. '
Pnge 1 J of ..61(,
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[TIDS PORTION INTENTIONALLY LEFT lILANK.]
/Sigmltllre." next page.]
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#0152 P.016/017
Received: 81 9/01 1 :54PM;
RleHAnn H. PARKER, SELLER
Date:
r_J'..t.'~"""""""
BRT~~NA 1.. PARK~~R, S.KLLE.R
1?~1~.;_.
GT,ORTA PARKER, SELLER
Date:
EDWARD H. PARKER, SEIJ,ER
Date:
... -. ...~~... ....,~.. '.'. ...-....--
JEANNE PARKER, SlU,L)~'R
Date:
.
CITY OF WINTER SPRINGS, a
Florida municipal
corporation, Buyer
By:
RONALD W. MCLEMORE
CiTY MANAGER
Date:
Page) 5 (lr .H, ).,~
..
.
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#0152 P.017/017
Received: 8/ 9/01 1 :54PM;
"ESCROW AGENT"
The undersigned hereby acknowledges the receipt of the sum of$ as
the Escrowed Funds referred to in this Agreement and hereby agrees to 'hold and disburse
such Escrowed Funds in accordance with the tenns hereof
BROWN, WARD, SALZMAN & WEISS,
P.A.
By:-
............._........uu...~ ...... ..n."
Anthony A. Gargnnese, Esq.
Page 16 of JG1.Q