HomeMy WebLinkAbout1564 Florida SPECS Land Exchange Agreement(407) 322 -2171
CONTRACT FOR SALE AND PURCHASE (LAND EXCHANGE AGREEMENT)
BETWEEN FLORIDA SUPERIOR PROPERTIES ECONOMIC COMMUNITY
SERVICES, INC. AND THE CITY OF SANFORD
THIS CONTRACT is made and entered into by and between FLORIDA
SUPERIOR PROPERTIES ECONOMIC COMMUNITY SERVICES, INC., whose mailing
address is 604 East 7th Street, Sanford, Florida 32771, (hereinafter referred to as the
"SPECS ") and THE CITY OF SANFORD, FLORIDA, a Florida municipality, (hereinafter
referred to as the "CITY "), whose mailing address is 300 North Park Avenue, Sanford,
Florida 32772, (hereinafter referred to as the "CITY ") with both parties being grantees
hereunder as to certain properties.
RECITALS:
A. SPECS owns the real property hereinafter more particularly described in
the Exhibit "A" to this Contract (hereinafter referred to as the "SPECS Property ")
(Seminole County Property Appraiser Tax Parcel Identification Number 25- 19- 30 -5AG-
0201 - 0120).
B. SPECS desires to transfer the SPECS Property to the CITY.
C. The CITY owns the real property hereinafter more particularly described in
the Exhibit "B" to this Contract (hereinafter referred to as the "City Property ") (Seminole
County Property Appraiser Tax Parcel Identification Number 25- 19- 30- 5AG -1008-
0000), provided, however, at Closing, the CITY shall retain ownership of a part of the
Page 1
4wd
Prepared by
M.
C+�
Lonnie N. Groot, Esquire
Stenstrom, McIntosh, Colbert & Whigham, P.A.
co
1001 Heathrow Park Lane
Suite 4001
ce
Lake Mary, Florida 32746
(407) 322 -2171
CONTRACT FOR SALE AND PURCHASE (LAND EXCHANGE AGREEMENT)
BETWEEN FLORIDA SUPERIOR PROPERTIES ECONOMIC COMMUNITY
SERVICES, INC. AND THE CITY OF SANFORD
THIS CONTRACT is made and entered into by and between FLORIDA
SUPERIOR PROPERTIES ECONOMIC COMMUNITY SERVICES, INC., whose mailing
address is 604 East 7th Street, Sanford, Florida 32771, (hereinafter referred to as the
"SPECS ") and THE CITY OF SANFORD, FLORIDA, a Florida municipality, (hereinafter
referred to as the "CITY "), whose mailing address is 300 North Park Avenue, Sanford,
Florida 32772, (hereinafter referred to as the "CITY ") with both parties being grantees
hereunder as to certain properties.
RECITALS:
A. SPECS owns the real property hereinafter more particularly described in
the Exhibit "A" to this Contract (hereinafter referred to as the "SPECS Property ")
(Seminole County Property Appraiser Tax Parcel Identification Number 25- 19- 30 -5AG-
0201 - 0120).
B. SPECS desires to transfer the SPECS Property to the CITY.
C. The CITY owns the real property hereinafter more particularly described in
the Exhibit "B" to this Contract (hereinafter referred to as the "City Property ") (Seminole
County Property Appraiser Tax Parcel Identification Number 25- 19- 30- 5AG -1008-
0000), provided, however, at Closing, the CITY shall retain ownership of a part of the
Page 1
said City Property as described and depicted in Exhibit "C" which property contains an
element of environmental contamination relative to which the CITY has taken
responsibility. When the portion is remediated such that a "Site Rehabilitation
Completion Order" is obtained from the Florida Department of Environmental
Protection, the portion shall be conveyed by the CITY to SPECS by warranty deed. The
CITY shall, at Closing, transfer all development rights to SPECS relative to the portion
of the City Property which is subject to environmental remediation as set forth in Exhibit
"C ". The CITY anticipates remediation occurring within twenty -four (24) months.
D. The CITY desires to transfer the City Property to SPECS on which
SPECS agrees to accomplish a project of the nature and scope consistent with the land
development regulations of the CITY and it is noted that SPECS has stated, and has
agreed herein, that it will accomplish a project consistent with nature and scope of City
of Sanford Development Order 12 -10 (Exhibit "D "). It is the CITY's expectation that
construction of the project will commence within two (2) years and be substantially
complete within two (2) years of commencement. This paragraph shall survive the
Closing.
E. The signatories to this Contract represent that they have the authority to
execute this Contract and bind the respective parties hereto as set forth in this
Contract. The City Commission of the City of Sanford has delegated authority to the
City Manager of the City of Sanford to execute this document and to implement the
closing of the agreement set forth herein.SPECS has advised the CITY (See Exhibit
" that it has delegated authority to Mr. RT Hillery to execute this document and to
Page 2
implement the closing of the agreement.
WI TNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. RECITALS.
The Recitals set forth above have been relied upon by the parties, are
incorporated herein by this reference thereto and are hereby made a part of this
Contract as fully as if set forth herein verbatim.
SECTION 2. PROPERTY TO BE SOLD AND PURCHASED.
For the consideration herein set forth, SPECS agrees to convey to the CITY, and
the CITY agrees to accept from SPECS the SPECS Property; and the CITY agrees to
convey to SPECS, the SPECS agrees to accept from the CITY the City Property.
SECTION 3. PURCHASE PRICES.
The purpose of this Contract is to provide for a land exchange of the SPECS
Property for the City Property. The parties recognize that the values of the two
properties as well as the benefits such as those inuring to each of the parties in terms
of economic development and other public benefits warrant the transaction
contemplated herein.
SECTION 4. EVIDENCE OF TITLE /TITLE INSURANCE.
The following provisions apply to all conveyances set forth herein:
(a). SPECS and the CITY shall procure issuance of title insurance
Page 3
commitments issued through the law firm of Stenstrom, McIntosh, Colbert & Whigham,
P.A., acting as issuing agent ( "Closing Agent ") for a qualified title insurer, agreeing to
issue to the respective grantees upon recording of the deeds to the respective
grantees, fee owner's policies of title insurance (ALTA Form) in the amount of
$350,000.00, or such other greater amount as may be desired by a grantee, said title
insurance insuring the title of the respective grantees to the SPECS Property and the
City Property, subject only to the Permitted Exceptions (as hereinafter defined) and the
so- called "Standard Exceptions" contained on the inside jacket cover of the standard
ALTA Form of commitment, said commitment shall provide that said Standard
Exceptions will be deleted by the title insurance company upon furnishing to the issuing
agent a Lien, Possession and Encumbrance Affidavit in the customary form (and the
parties agreeing to furnish such affidavits at and as a part of the Closing) and a current
survey and surveyor's report (on the prescribed company form, said survey and
surveyor's report to be furnished by the respective grantee at the respective grantee's
expense).
(b). Each respective grantee shall have a reasonable opportunity to review the
Title Commitment and to notify the respective grantor of such reasonable written
objections as the respective grantee may have to matters set forth in the Title
Commitment and the surveys which materially affect the feasibility of the respective
grantee's contemplated use. In the event any such objections are made by the
respective grantee, the respective grantor shall have a period of thirty (30) days (or
longer if so extended in writing by the respective grantee) from the receipt of the same
Page 4
in order to cure such objections. Failure to cure the objections to the respective
grantee's satisfaction shall give the respective grantee the right to:
(1). waive the title objections and close the sale and purchase; or
(2). terminate this Contract in which event all rights and obligations between
the parties shall be null and void.
(c). The premium for the Title Policy shall be paid at the Closing by the
respective grantor. Any search fees or Title Commitment fees shall be paid by the
respective grantor.
(d). In the event there are threatened or pending condemnation proceedings
affecting the property to be conveyed at any time prior to Closing, the respective
grantee may at its option:
(1). proceed to Closing and receive an assignment to all condemnation
proceeds pertaining to the property to be conveyed; or,
(2). terminate this Contract, whereupon all rights and obligations between the
parties shall be null and void.
SECTION 5. CONVEYANCE OF LAND AND IMPROVEMENTS AND
PERSONAL PROPERTY.
(a). Title to the SPECS Property and the City Property shall be conveyed by
general statutory warranty deed free and clear of all liens, encumbrances and matters
whatsoever except that the parties recognize the condition of the building located on the
City Property and such property is required "as is," and containing all common law
covenants, to specifically include, but not be limited to, the covenant of further
assurances, except the following:
Page 5
(1). Taxes for the year of Closing and subsequent years.
(2). Zoning, restrictions, prohibitions and other requirements imposed by
governmental authority or as shown on the face of a plat.
(3). Easements for utilities, drainage and ingress and egress.
(4). Other matters described in the title commitment that do adversely impact
the marketability of title or cloud title.
(b). The matters stated in this Section are defined as "Permitted Exceptions ".
SECTION 6. SURVEY AND TOPO.
The respective grantee may, at its option and expense, obtain boundary surveys
of the properties ( "Survey "), topographical surveys and other surveys deemed
necessary to the grantee.
SECTION 7. RIGHT OF ENTRY
The respective grantee or its agents shall be entitled to enter upon the property
to be conveyed at any reasonable times after the Contract Date for the purpose of
conducting a boundary surveys, topographical survey, or other surveys. Additionally,
the respective grantee or its agents may enter upon the properties to be conveyed at
any reasonable times after the Contract Date for the purpose of conducting such tests,
evaluations and studies for the purpose of construction and usability and feasibility.
SECTION 8. WARRANTIES
(a). The respective grantor hereby represents and warrants to the respective
grantee that:
(1). The respective grantor has good and merchantable fee simple title to the
Page 6
property conveyed free and clear of all liens and leasehold interests (except Permitted
Exceptions and those liens which respective grantor can and shall remove at Closing)
and that respective grantor can convey the same without the joinder of any other
persons or entities;
(2). The respective grantor has no notice or information of any litigation or
administrative proceeding threatened or pending against the property to be conveyed
or the respective grantor's interest in it;
(3). The respective grantor has no notice or information indicating the
presence of hydrocarbons, hazardous wastes, toxic materials, asbestos, environmental
contamination or environmental pollutants on the property to be conveyed and shall not
cause or authorize any of the same to be introduced to the property while this Contract
is in force; provided, however, that, as aforestated, the parties recognize the condition
and status of the building located on the City Property which is and shall be conveyed
"as is ;"
(4). While this Contract is in force, the respective grantor shall not, without the
respective grantee's consent, execute any easements or restrictions or otherwise take
or permit any action that would constitute an exception under the Surveys, Title
Commitment or Title Policy, or any other matter.
(b). Should any representation by the grantor herein prove false as set forth in
this Section, the respective grantee shall be entitled to terminate this Contract in which
event all rights and obligations hereunder shall terminate.
Page 7
SECTION 9. ATTORNEY'S FEES
Each party agrees to pay its own attorney's fees.
SECTION 10. OBLIGATION TO CLOSE
(a). The respective grantee's obligation to close the sale contemplated hereby
is expressly conditioned upon:
(1). all of the respective grantor's covenants and obligations being fully
performed or performance waived by the respective grantee; and
(2). all representations and warranties made by the respective grantor in this
contract being true and correct as of the Closing.
(b). If the sale contemplated hereby is not consummated due to a default or
inability to perform on the part of the respective grantor, then neither party shall have
any further liability to the other; provided, however, that, in the event of respective
grantor wrongful refusal or wrongful failure to perform, the respective grantee shall also
be entitled to specific performance and all other remedies available at law or in equity.
SECTION 11. GRANTOR'S REMEDY In the event:
(a). all of the respective grantor's representations and warranties are true at
the Closing; and
(b). the respective grantor is able to deliver fee simple title to the respective
grantee subject only to the Permitted Exceptions; and
(c). all of the covenants and obligations which are required to be performed by
the respective grantor in this Contract are fully performed; and,
Page 8
(d). performance of this Contract is tendered by the grantor and the respective
grantee fails or refuses to consummate the sale through no fault of the grantor, then no
rights or remedies shall be enforceable by or available to the respective grantor against
the respective grantee or its assigns.
SECTION 12. ASSIGNMENT
The parties shall be entitled to assign its rights, title and interest in this Contract.
SECTION 13. CLOSING.
At Closing:
(a). The respective grantor shall deliver a general statutory warranty deed to
the respective grantee. The respective grantee shall pay all costs of recording the said
deed. It is noted that Chapter 201, Florida Statutes, provides that if one party is exempt,
the tax must be paid by the nonexempt party and United States government agencies;
Florida government agencies; and Florida's counties, municipalities (such as the CITY),
and political subdivisions are exempt from payment of the documentary stamp tax.
(b). Possession of, and title to, the property to be conveyed shall be delivered
to the respective grantee by the respective grantor subject only to the Permitted
Exceptions as set forth herein.
(c). The respective grantor shall furnish such typical affidavits as shall be
reasonably required by the Title Company to remove from the Title Policy the standard
printed exceptions, such affidavits to comply, among other things, with Section 1445 of
the Internal Revenue Code (certifying that the respective grantee is not a foreign
person) and such other typical documents reasonably required by the respective
Page 9
grantee or the Title Company.
(d). Ad valorem taxes shall be prorated as set forth herein. Assessments shall
be handled as described herein. SPECS shall ensure that it has paid all taxes due
relative to the SPECS property. It is noted that the City Property is tax exempt as the
City of Sanford is a tax exempt entity of local government.
(e). If all requirements for Closing are met and neither party is in default
hereunder, the parties shall exchange the deeds as set forth herein.
SECTION 14. NOTICES
(a). All notices required or permitted hereunder shall be in writing and deemed
delivered:
(1). when actually received in person if hand - delivered, or
(2). on the next day after being deposited with a recognized overnight courier,
or
(3). on the third day after being deposited in the U.S. Mail, certified letter,
postage prepaid, return receipt requested.
To the CITY: City Manager
300 North Park Avenue
Sanford, Florida 32772,
To SPECS: Mr. R.T. Hillery
604 East 7th Street
Sanford, Florida 32771
or such other address as delivered in writing to the other party.
(b). The parties hereby designate the above -named persons as
representatives who shall be authorized to act on behalf of the parties with respect to
Page 10
their communications with one another under the terms of this Contract. The parties
shall have the right to replace their representatives at any time without cause by
delivering written notice of such replacement to the other party.
(c). E -mails to a party shall not constitute valid notice under the provisions of
this Contract.
SECTION 15. CONTRACT DATE /EFFECTIVE DATE.
The Contract Date or "the date hereof' is the date of execution by the last party
to execute this Contract. The parties agree that signatures by facsimile transmission
shall be binding upon the parties.
SECTION 16. DEFAULT AND REMEDIES.
In the event that a party fails, neglects or refuses to timely perform any of its
obligations under this Contract, the other party shall have either of the following
remedies:
(1). Specific performance; or
(2). To terminate this Contract by written notice to the other party whereupon
the parties shall be released from liability hereunder.
SECTION 17. BROKERS.
(a). The parties represent and warrant to one another that they have not dealt
with any realtor, broker, or finder concerning the property to be conveyed. The parties
agree to indemnify, defend and hold one another harmless with respect to any loss,
cost, damage or expense arising out of, or attributable to, any claim to a finder's fee or
brokerage commission by any person or entity claiming a commission or finder's fee
Page 11
from the other party by reason of acts or agreements of the party or predicated upon
any alleged Contract between the party and any such broker or finder.
(b). Each representation, warranty and agreement contained in this Section
shall survive Closing and delivery of the instruments transferring title to the property to
be conveyed.
SECTION 18. DATE AND PLACE OF CLOSING.
This Contract shall be closed by the Closing Agent, Stenstrom, McIntosh, Colbert
& Whigham, P.A. at the City of Sanford City Hall on or before May 1, 2013 unless the
Closing Date is extended by mutual agreement of the parties and the parties recognize
that the closing is desired at the earlier feasible time.
SECTION 19. DOCUMENTS FOR CLOSING.
(a). At the Closing, the respective grantor will execute and deliver, or cause to
be executed and delivered, the following instruments and documents:
(1). A duly executed and acknowledged general statutory warranty deed,
acceptable to the title insurance company insuring title to the property to be conveyed,
conveying to the respective grantee title to the property to be conveyed, which deed, in
addition to all other common law covenants of title, contains the covenant of further
assurances.
(2). A Lien, Possession and Encumbrance Affidavit executed by the
respective grantor certifying against any work done or materials delivered or furnished
to the property to be conveyed by or at the direction of the respective grantor which
could serve as the basis for a lien (whether statutory or common law); such Affidavit to
Page 12
be in form sufficient to enable the title insurance company to delete the Standard
Exception regarding mechanics liens from the owner's title insurance policy to be
issued to the respective grantee. Said Affidavit shall also specify facts sufficient to
allow the deletion of "the gap" and "persons in possession" from the Standard
Exception regarding same.
(3). Such Affidavit and other instruments and documents in forms reasonably
satisfactory to the title insurance company necessary to establish of record that the
signatures on the deeds and other instruments conveying title to the property to be
conveyed are sufficient to bind the respective grantor and convey the property to be
conveyed to the respective grantee, that all requisite approvals under the respective
grantor's ownership structure have been obtained and that the transactions
contemplated in this Contract are not prohibited or restricted in any way under or by
virtue of any trust provision relating to the respective grantor.
(4). An Affidavit that all liabilities, claims, demands or expenses of any kind
against the respective grantor arising on or before 12:01 A.M. on the Closing date are
either paid in full or will be paid in full out of the proceeds of sale, if the same relate to
the operation, ownership or maintenance of the property to be conveyed.
(b). The respective grantee shall deliver at Closing, the following:
(1). In the event the respective grantee elects to assign its rights hereunder, a
written instrument of assignment joined in by the assignee to signify said assignee's
acceptance of the assignment and its agreement to perform the obligations of the
respective grantee hereunder.
Page 13
(2). Payment of an amount sufficient to complete Closing as to expenses
incurred to implement the Closing.
(3). An Affidavit from the respective grantee in recordable form and in form
and substance reasonably satisfactory to the respective grantor's counsel, to the effect
that:
(A). If the respective grantee assigns its rights hereunder to an entity, such
entity is duly formed, validly existing and in good standing; and
(B). Any necessary consents and approvals of the purchase of the property to
be conveyed by the respective grantee and the execution by the respective grantee of
the documents and instruments provided for herein to be executed and delivered by the
respective grantee have been obtained, and such are not prohibited or restricted in any
way under the laws of the State of Florida or any instrument or document by which the
respective grantee or its assignee is bound.
SECTION 20. EXPENSES.
The respective grantor shall pay for the cost and recording of any corrective title
instruments; provided, however, that the tax exempt status of the CITY is noted above.
The CITY has been advised that SPECS is also a tax exempt entity. The respective
grantee shall pay the cost of any surveys, tests or evaluations that it may commission,
any environmental audit reports that it may commission, the cost to record the general
statutory warranty deed, as aforesaid, and the cost for any inspections or testing, any
documentary stamps to be affixed to the general warranty deed and the premium for
the owner's title insurance policy.
Page 14
SECTION 21. PRORATIONS AND ADJUSTMENTS.
The following are to be apportioned as of 12:01 A.M. on the date of Closing:
(a). Water charges and sewer charges, if any.
(b). Real estate taxes and personal property taxes.
(c). Such other items, if any, as are customarily adjusted between
buyers and sellers, it being intended that the items set forth in this Contract are
illustrative only and that the parties will make such other adjustments at or after
Closing as are necessary so that the respective grantor shall have all the
benefits and burdens of the property being conveyed to and including midnight
of the day preceding the date of Closing and the respective grantee shall have all
the benefits and burdens of the property to be conveyed after midnight of the day
preceding the date of Closing.
SECTION 22. PRORATIONS OF TAXES (REAL AND PERSONAL).
Taxes shall be prorated based on the current year's tax with due allowance
made for maximum allowable discount and other applicable exemptions, if any, allowed
for said year. If Closing occurs at a date when the current year's millage is not fixed,
and current year's assessment is available, taxes will be prorated based upon such
assessment and the prior year's millage. If the current year's assessment is not
available, then taxes will be prorated based on the prior year's tax amount; provided
however, that, if there are completed improvements on the property to be conveyed by
January 1 St of year of Closing, which improvements were not in existence on January
Page 15
1 St of the prior year, then taxes shall be prorated based upon the prior year's millage
and at an equitable assessment to be agreed upon between the parties, failing which,
request will be made to the Seminole County Property Appraiser for an informal
assessment taking into consideration applicable exemptions, if any. Any tax proration
based on an estimate may, at request of either party to the transaction, be
subsequently readjusted upon receipt of the actual tax bill whether or not a statement to
this effect is included in the Closing statement; the duty to readjust the tax proration
based upon the actual tax bill shall survive Closing and delivery of the deed. The tax
exempt status of the City of Sanford is noted above.
SECTION 23. SPECIAL ASSESSMENT LIENS.
If at any time before the Closing of title, the property to be conveyed, or any part
thereof, shall be or shall have been the subject of any assessment or assessments for
improvements or facilities in existence and installed on the Contract Date which are
payable in annual installments, of which the first installment is then a charge or lien, or
has been paid, then for the purposes of this Contract, all the unpaid installments of any
such assessment which are then due and payable, shall be paid by the respective
grantor at or prior to Closing, and all unpaid installments of any such assessment which
becomes due and payable on or after the Closing of title shall be the responsibility of
the respective grantee.
SECTION 24. RISK OF LOSS.
In the event of any damage to the property to be conveyed by fire or other
casualty, this Contract may be terminated by the respective grantee. Otherwise, in the
Page 16
event of any damage to the property to be conveyed by fire or other casualty that is
covered by insurance and, considering its nature and extent, the damages can be
repaired prior to the date of Closing hereunder, the grantor shall restore or repair such
damage by the time of Closing hereunder (all work to be done in a good, workmanlike
manner so that the property to be conveyed shall have been restored to a condition
substantially equal to or better than that existing immediately prior to the fire or
casualty), in which event, the grantor shall be entitled to receive the proceeds payable
under the insurance policies, if any, covering the damage to the property to be
conveyed.
SECTION 25. RADON; FLOOD PRONE AREAS; ASBESTOS.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present a health risk to persons who are exposed
to it over time. Levels of radon that exceed Federal and State guidelines have been
found in buildings in Florida. Additional information regarding radon and radon testing
may be obtained from the Seminole County health unit. Likewise, the properties may be
subject to flooding and it is the obligation of the respective grantee to ensure that they
are satisfied with the condition of the property to be conveyed in all respects. Also, the
properties may contain asbestos and require remediation. Thus, it is incumbent upon
the parties to evaluate that matter in the context of this Contract.
SECTION 26. PUBLIC RECORDS.
The parties hereto agree that this instrument may be recorded in public records
and SPECS acknowledges that the CITY is subject to the Florida Public Records Law
Page 17
and cannot prevent disclosure of this Contract except as set forth in Section 166.045
and Section 119.07(3)(n), Florida Statutes, and Article I, Section 24 of the Constitution
of the State of Florida.
SECTION 27. OBLIGATION RELATIVE TO TITLE INSURANCE.
Any instrument, assurance or deposit made or given in order to cure a defect in
title shall be in such form, on such terms, under such conditions and in such amount as
may be reasonably required by the title insurance company insuring title to satisfy said
company sufficiently for it to ascertain and accept the facts and /or omit (or insure over)
any exception to title not permitted under this Contract.
SECTION 28. HEIRS AND ASSIGNS.
The provisions of this Contract shall bind and inure to the benefit of the heirs,
personal representatives, successors and assigns of the parties. The respective
grantee may assign its rights hereunder. Any such assignment shall be by written
instrument executed by the respective grantee and such assignee and in which said
assignee assumes and agrees to perform all of the obligations of the respective grantee
hereunder.
SECTION 29. GOVERNING /CONTROLLING LAW.
This Contract shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida.
SECTION 30. LITIGATION COSTS.
In connection with any litigation including, but not limited to, appellate
proceedings, arising out of this Contract, the prevailing party shall be entitled to recover
Page 18
all legal charges, expenses, costs and reasonable attorney's fees.
SECTION 31. SECTION HEADINGS /CAPTIONS.
The section headings herein contained are inserted for convenience of reference
only and shall not be deemed to be a part of this Contract; they shall be ignored in
construing this Contract.
SECTION 32. CONSTRUCTION OR INTERPRETATION OF CONTRACT.
The fact that one of the parties may be deemed to have drafted or structured any
provision hereof shall not effect the interpretation of this Contract and this Contract is
the result of bona fide arms length negotiations by and between the parties and,
accordingly, the fact that one or another party drafted this Contract, or any part of it,
shall not be considered in construing the particular provision either in favor of or against
such party. Both parties have contributed substantially and materially to the drafting of
this Contract.
SECTION 33. COUNTERPARTS.
This Contract may be executed by the parties in any number of counterparts,
each of which shall be deemed an original, and all such counterparts shall be deemed
one and the same Contract. In the event this Contract is executed in counterparts, the
Effective Date of this Contract shall be determined with reference to the date of the last
execution of any of the counterparts.
SECTION 34. VENUE.
Venue for any dispute shall be in the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida.
Page 19
SECTION 35. TIME OF THE ESSENCE.
Time is of the essence in the performance of the Contract. The parties agree
that they shall diligently and expeditiously pursue their respective obligations set forth in
this Contract.
SECTION 36. EXHIBITS.
All exhibits to this Contract are hereby incorporated into this Contract by this
reference thereto.
SECTION 37. ENTIRE CONTRACT; INTEGRATION OF TERMS;
MODIFICATION.
This Contract (and all exhibits thereto) constitutes the entire understanding and
Contract between the parties hereto with respect to the subject matter hereof. No
modification or amendment of this Contract shall be valid and binding upon the parties
unless in writing and executed by the parties to be bound thereby. Each person
executing this Contract warrants and represents that persons' full authorization to do
so. This Contract constitutes the entire Contract between the parties pertaining to the
subject matter hereof and supersedes all prior and contemporaneous Contracts and
understandings of the parties. The parties may execute multiple counterparts of this
contract hereto. Each such executed counterpart shall have the full force and effect of
an original executed instrument.
Page 20
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
instrument on the days and year indicated below and the signatories below hereby
represent that they have full authority to execute this Contract and to bind the parties
set forth herein.
ATTEST.
FLORIDA SUPERIOR PROPERTIES
ECONOMIC COMMUNITY SERVICES,
INC.
-A�IL -/4--
irst Witness Si nature I+
Printed Name: 04
econd Wit Si ,nature ���^ �
Printed Name: JJllly �. • M
RT Hillery (By Delegation)
Date: 4 - S� - /I
Acknowledgment
State Of Florida )
County Of Seminole )
The foregoing was sworn to and subscribed before me this day
of a04L- , A.D. 2013, by RT Hillery (By Delegation), who is personally known to me
or who produced
as identification and who
did execute the foregoing document under oath or affirmation.
Witness my hand and official seal in the County and State aforesaid this
day of k,-k A.D. 2013.
WARE $
• Ma P ow • Ift N Hnya
c mmftslon o n lime
ary Pub 'c, S
Commission
of Florida
t�
res
Page 21
ATTEST.
dho
net Dougherty, City Jerk
SANFORD, FLORIDA
BY:
Norton N. B arte, Jr.
City Manager
Date: J /' e' f
Approved as to form
• correctness
�..i
I %A,A 1 fA*;�'
- M ONSOON"
Assistant City Attorney
EXHIBITS
FOLLOW
Page 22
SCPA Parcel View: 25 -19 -30 -5AG- 0201 -0120 Page 1 of 1
t. «. s £x... x,,<;rA Parcel: 25-19-30-SAG-0201-0120
PROPERTY Owner: FLORIDA SUPERIOR PROP ECONOMIC COMM SERV INC
A1i Property Address: SANFORD, FL 32771
< Back Save Layout Reset Layout New Search
Parcel: 25 -19 -30 -5AG- 0201 -0120
Property Address:
Owner: FLORIDA SUPERIOR PROP ECONOMIC
COMM SERV INC
Mailing: 604 E 7TH ST
SANFORD, FL 32771
Subdivision Name: SANFORD TOWN OF
Tax District: S3- SANFORD - WATERFRONT REDVDST
Exemptions: 43- AFFORDABLE HOUSING (2013)
DOR Use Code: 10 -VAC GENERAL - COMMERCIAL
Value Summary
2013 Working
E COMMERCIAL ST
Values
Lil
Valuation Method
Cost/Market
.._
>
Buildings
0
15
Value
14
4 3 2
1
1 a
ac
\
Value
13 .
G
$245,700
$245,701
(Market)
U-
Land Value Ag
12
Just/Market Value
$245,700
$245,701
IL
Portability Adj
Save Our Homes
z
11
$0
$1
Adj
Ill S '7 B
5
Amendment 1 Adj
$0
$1
Assessed Value
$245,700
$245,701
Map Aerial
Both Footprint + - Extents
Center
Larger Map
Advanced Map I
I Dual Map View - External
Value Summary
Tax Amount without SOH: $(
2012 Tax Bill Amount $(
Tax Estimator
Save Our Homes Savings: $(
* Does NOT INCLUDE Non Ad Valorem Assessments
f l �>�r
+�' 19 -30 -5AG- 0201 -0120 4/8/2013
2013 Working
2012 Certified
Values
Values
Valuation Method
Cost/Market
Cost/Marke
Number of
Buildings
0
Depreciated Bldg
Value
Depreciated EXFT
Value
Land Value
$245,700
$245,701
(Market)
Land Value Ag
Just/Market Value
$245,700
$245,701
Portability Adj
Save Our Homes
$0
$1
Adj
Amendment 1 Adj
$0
$1
Assessed Value
$245,700
$245,701
Tax Amount without SOH: $(
2012 Tax Bill Amount $(
Tax Estimator
Save Our Homes Savings: $(
* Does NOT INCLUDE Non Ad Valorem Assessments
f l �>�r
+�' 19 -30 -5AG- 0201 -0120 4/8/2013
SCPA Parcel View: 25 -19 -30 -5AG- 1008 -0000
i..X.BViC%"j'(A it I? 3'cw 1. C" Parcel: 25 -19 -30 -SAG- 1008 -0000
PROPERTY Owner: SANFORD CITY OF
PPISE Property Address: 813 FRENCH AVE SANFORD, FL 32771
< Back I Save Layout Reset Layout New Search
Parcel: 25 -19 -30 -5AG- 1008 -0000
Property Address: 813 FRENCH AVE
Owner: SANFORD CITY OF
Mailing: PO BOX 1788
SANFORD, FL 32772 - 1788
Facility Name: SANFORD POLICE DEPT(PREVIOUS)
Tax District: S4- SANFORD- 17 -92 REDVDST
Exemptions: 80 -CITY (2012)
DOR Use Code: 89- MUNICIPAL(EXC:PUB SCH &HOSP)
8TH ST >
4�d �
" _ 3
Y
r a n
i W 9TH ST
Map Aerial Both Footprint + - I I Extents I I Center
Larger Map I I Advanced Map Dual Map View - External
Page I of 1
Value Summary
Depreciated EXFT $19,085 $19,08'
Value
Land Value $458,304 $458,30•
(Market)
Land Value Ag
Just/Market Value $995,299 $1,006,91:
Portability Adj
Save Our Homes $0 $1
Adj
Amendment 1 Adj $0 $1
E A,sessed Value $995,299 $1,006,91:
Tax Amount without SOH: $(
2012 Tax Bill Amount $(
Tax Estimator
Save Our Homes Savings: $(
Does NOT INCLUDE Non Ad Valorem Assessments
Legal Description
LEG ALL BLK 10 TR 8 TOWN OF SANFORD PB 1 PG 62
Tax Details
Taxing Authority Assessment Value Exempt Values Taxable Value
County General Fund $995,299 $995,299 $(
Schools $995,299 $995,299 $(
City Sanford $995,299 $995,299 $(
SJWM(Saint Johns Water Management) $995,299 $995,299 $(
County Bonds $995,2991 $995,299 $(
_ .... ............ ........._.. .. . __...................... ............... .. ......
Sales
Deed Date B ook P age Am Vac /Imp Qualified
FINAL JUDGEMENT 02/20121 27717 07 60 $100 Improved N(
Find Comparable Sales within this Subdivision
Land
AU -
hILP. /1 W W vv.o., —,,. _ _ 1 -30- 5AG -1008 -0000 4/8/2013
2013 Working 2
2012 Certified
Values V
Val
Valuation Method C
Cost/Market C
Cost/Marke
Number of 1
1
Buildings
Depreciated Bldg
$517,910 $
$529,52:
Value
Tax Amount without SOH: $(
2012 Tax Bill Amount $(
Tax Estimator
Save Our Homes Savings: $(
Does NOT INCLUDE Non Ad Valorem Assessments
Legal Description
LEG ALL BLK 10 TR 8 TOWN OF SANFORD PB 1 PG 62
Tax Details
Taxing Authority Assessment Value Exempt Values Taxable Value
County General Fund $995,299 $995,299 $(
Schools $995,299 $995,299 $(
City Sanford $995,299 $995,299 $(
SJWM(Saint Johns Water Management) $995,299 $995,299 $(
County Bonds $995,2991 $995,299 $(
_ .... ............ ........._.. .. . __...................... ............... .. ......
Sales
Deed Date B ook P age Am Vac /Imp Qualified
FINAL JUDGEMENT 02/20121 27717 07 60 $100 Improved N(
Find Comparable Sales within this Subdivision
Land
AU -
hILP. /1 W W vv.o., —,,. _ _ 1 -30- 5AG -1008 -0000 4/8/2013
_ .... ............ ........._.. .. . __...................... ............... .. ......
Sales
Deed Date B ook P age Am Vac /Imp Qualified
FINAL JUDGEMENT 02/20121 27717 07 60 $100 Improved N(
Find Comparable Sales within this Subdivision
Land
AU -
hILP. /1 W W vv.o., —,,. _ _ 1 -30- 5AG -1008 -0000 4/8/2013
_ ...... _.._- _..,......_.....,..__...._ ..,..------------------ -
SKETCH OF DESCRIPTION
for
THE CITY OF SANFORD, FLORIDA
Legal Description
A part of Block 10 Tier 8, FLORIDA LAND AND COLONIZATION COMPNANY LIMITED E. R. TRAFFORD`S MAP OF THE TOWN
OF SANFORD, according to the plat thereof as recorded in Plat Book 1, pages 56 through 64, of the Public Records of Seminole
County, Florida, being more particularly described as foli6ws:
BEGINNING at the Northeast Comer of said Block 10, Tier 8, thence run S.89 1.V., along the North Line of said Block, 10, Tier 8;.
a distance of 100.50 feet; thence run 8.00°1347'E. 45.27 feet; thence run S.89 °15'39 °E. 100.51 feet to a point - on the east Line of
said Block 10, Tler 8; thence run N.00 47.00 feet to the Point of Beginning.
SURVEY. NOTES:
1) *sis not a `Boundary Survey°, only a sketch . of the above legal descriptions prepared by this surveyor.
2) Bearings shown hereon are based on the South Line of Block 10; Tler 8 being S.89°45'11 V. (GPS Datum)
3) This regal description was prepared. on 14 May 2012.
Surveyor's Certificate
This Is to ortify that this `Sketch of Description° of the above-described property and the plat hereon delineated is an accurate representation of
the same. 1 further certify that this survey meets the Minlmum Technical standards set forth by the Florida Board of Surveyors and Mappers
pursuant to Chapter 61G17 OB of the Florida Administrative Code pursuant to Section 472.027 of the Florida Statutes,
KITNER SURVEYING, INC.
R. BLAiR KITNER— P.S.M. No. 3382
R 0. Box 823 — Sanford, Florida 32772 (407) 322 -2000
Not valid without raised seal of Surveyor
POINT OF BEGINNING
NE CORNER Of BLOCK I
10, TIER 8 I
-, p�� -
__._... -- -... -- •- - -• --- $ �— —� rT \GC� —._ _ — _ _.- -- • -T•— —
-- --� - --
66' R/W t o
'— CONC
Lij
NORTH LINE BLOCK i. •, + 89'45'1 W 100,50' J
10, TIER 8 S M� 20 coNC
, _ ..
U
WATER.. Cl) V) r 0 yElfR N 49.1' Z
O it ;U
O ' lemc o N 1 STORY N 00
W ' �BL�G LK A ca +c v _t N 'n
! ?
1V �: ` o e 1
41:
v ;
49.1' ,nsr
METAL
n S 89'15 39' E 100.51 SHED ASP HALT ,
ASPHALT i
a'eJ
;� i
rn
M
r
f
r
I ' 62)0
PROJ. NO. 11 --125A
,az =,t �3idos
1
i
I
i
m�
ro
i
i
A .
1
1
I
i
a
C1
i
- - - -- •— - .... ..... --.- R FRENGN -AVENtiE--------- ------ �- - -- -- ..._-
t (SR 15&600- U 5HtiYY17 &K)
a
Z
Ia
N
M
w
b
Cd
a
CITY OF SANFORD DEVELOPMENT ORDER
NO. 12 -10
On the date set forth below the City of Sanford issued this
Development Order relating to and touching and concerning
the following described property:
ALL BLK 10 TR 8 TOWN OF SANFORD PB 1 PG 62
(approximately 1.5 acres in size - the "subject property" herein)
FINDINGS OF FACT:
401
Tax Parcel Number: 25- 19- 30 -5AG -1008 -0000 (subject property).
Applicant: Florida Superior Properties Economic Community Services, Inc.
c/o R. T. Hillery
604 East 7` Street
Sanford, Florida 32771
Phone: 407.322.0216
Fax: 407.328.8055
Email: rthillery afloridaspecs.org
Subject Property Owner: City of Sanford
1 Post Office Box 1788
o, Sanford, Florida 32772
Subject Property Address: 815 French Avenue
Request: Application for approval of Conditional Use request for Urban Infill
Redevelopment to establish residential uses in the GC -2 zoning
district.
The Applicant and the property owner of the subject property, through the Applicant, have submitted
a request to redevelop the subject property located. The Applicant proposes to develop a mixed use
project similar to the Sanford Lofts Planned Development that was a development form approved in
the City's downtown and at property located at 111 North Palmetto Avenue. The proposed urban
infill redevelopment project anticipates commercial uses that are permitted in GC -2 zoning as well
as residential uses that require this Conditional Use approval. The GC -2 zoning district allows a
maximum of 20 units per acre which would allow up to 30 dwelling units on the subject property.
BRINME 4xxwy
BK 07780 Pg 1606 - 1609; 44p9s)
CLERKI S * ao L�tW 3351
I-C4) WED 05/31/2012 08 M23 00
NEMIN6 FEES 35.50
ii£COI O By T Saith
��RTIEINE MD 5E
%ARK Of C\R��lt i � ua
CGIER , VJ
1IPage
Conditional use projects for urban infill redevelopment (UIR) allow flexibility to certain land
development regulatory requirements in order to allow better urban design and other project
enhancements. The purpose and intent of the UIR program is to encourage the development and the
redevelopment of properties that may be problematic or otherwise unique such as the subject
property. The UIR program ensures that development is designed and located utilizing innovative
techniques and characteristics that are beneficial to the City. Criteria for UIR projects are intended to
ensure that UIR development improves the character of the neighborhood in which it is located and
improves the City as a whole; that flexibility in the design is used to construct a project that is
superior to a project strictly and rigidly designed consistent with the City's Land Development
Regulations; and that the use is compatible with the surrounding properties. In exchange for a better
project, the developer of property may vary some of the standards and criteria of the land
development regulations including, but not limited to, density, building setback, height, lot size and
floor area ratio pursuant to a negotiated development order with the City. The proposed UIR project
has been found to be consistent with the criteria outlined with the City's Land Development Code
relative to the proposed land use approval, consistent with the UIR program, consistent with
controlling land development regulatory provisions, and consistent with the City's Comprehensive
Plan.
NOW, THEREFORE, it is ORDERED and AGREED that:
(1). The aforementioned application for development approval and a Development Order
is GRANTED as set forth herein.
(2). Except as specifically set forth herein, all development shall fully comply with all of
the codes and ordinances in effect in the City of Sanford at the time of issuance of any and each
order or permit including, but not limited to, all impact fee ordinances.
21Page
(3). The following conditions of approval shall run with and perpetually burden the
subject property. All of the conditions listed shall remain in full force and effect unless removed or
modified by a document of equal dignity with this document:
a. The Future Land Use Map designation shall be amended to GC, General Commercial,
prior to any development on the subject property being approved as contemplated herein.
b. A development plan prepared, under seal, by a registered engineer is required to be
submitted, reviewed and approved by staff prior to any issuance of permits or any construction on
subject property with associated engineering plans and designs; provided, however, that, if staff and
the property owner are unable to agree on specific details of development plans or designs, the
request for approval will be considered by the Planning and Zoning Commission for approval and
the Planning and Zoning Commission shall enter a development order or denial development order
or a series of such orders to resolve such issues.
C. No use or occupancy of a building or the subject property is permitted until all
required improvements to the subject property and the construction of the building have been
completed, inspected and approved by the City.
d. Parking for the non - residential uses shall be provided in accordance to the parking
requirements for commercial uses in the City's Land Development Regulations.
e. Parking for residential uses shall be no less than one space per unit.
f. The maximum number of floors constructed on any building located on the subject
property shall be 5 and the maximum building height shall be 70 feet.
(4). This Development Order touches and concerns the afore described properties, as set
forth herein, and the conditions, commitments and provisions of this Development Order shall
perpetually burden, run with and follow the said properties, as set forth herein, and be a servitude
upon and binding upon said properties, as set forth herein, unless released in whole or part by action
of the City of Sanford by virtue of a document of equal dignity herewith. The owner of the said
subject property has expressly covenanted and agreed to this provision and all other terms and
provisions of this Development Order. Accordingly, the provisions of this Development Order touch
and concern the subject property.
(5). The terms and provisions of this Development Order are not severable and in the
event any portion of this Development Order shall be found to be invalid or illegal then the entire
order shall be null and void.
3 1Page
Done and Ordered on the date set forth below.
Attest;
M CU'4 n��-
Mary Muse
Commission Clerk
•...
.:• .
Planning and Zoning Commission of the City
of Sanfor&Florida , . h N
��
er Mills, . AIA, LEED AP
Planning Zoning Commission
,!�>. 2 9 2012
SUBJECT PROPERTY_ OWNER'S CONSENT. AND COVENANT
COMES NOW, the City of Sanford and consents to, agrees with and covenants to perform
and fully abide by the provisions, terms, conditions and commitments set forth in this Development
Order /Special Permit.
Attest: / City Of Sanford, Flori
` By:
J Jeff Triplett
City Clerk Mayor
Date: M u 3l7 , 2012
M
y rf• \ �� 0 ✓
i V
}h 'fir aL e.
!1 Y
41Page
Approved As To Form
Florida Superior Properties Economic Community Services, Inc.
Resolution No: 2013 — R -001
RESOLUTION AUTHORIZING EXECUTIVE DIRECTOR TO SIGN ON BEHALF OF
THE FLORIDA S.P.E.C.S. ORGANIZATION
WHEREAS, 1, the undersigned, being the duly qualified and Secretary of Florida S.P.E.C.S.,
Inc. hereby certify that:
The Florida Superior Properties Economic Community Services, Inc. Board of Directors herein
referred to as the "Corporation" at its Executive/Board of Directors Meeting on January 3, 2013
did extend approval to participate:
Whereas, the Executive Director, RT Hillery, of the Corporation is duly authorized to enter
into any and all legal documents including but not limited to: authorization to sign the line of
credits, all contracts, amendments and grants on behalf of the Corporation.
WHEREAS, the undersigned, are hereby authorized and directed to certify to any interested
party that this resolution has been duly adopted, is in full force and effect, and is in accordance
with the provisions of the articles and by -laws of the Corporation.
I further certify that this Corporation is duly organized and existing, and has the power to take
the action called for by the foregoing resolution.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
the Corporation this 03 day of January 2013.
NOW, THEREFORE, BE IT RESOLVED BY THE FLORIDA S.P.E.C.S., INC. BOARD
OF DIRECTORS, that effective, January 03, 2013: I have hereunto subscribed my name
and affixed the seal of the Corporation;
Adopted this 03 day of January, 2013
ATTEST:
Johnnie M Williams
Florida S.P.E.C.S., Inc.
Board Corporate Secretary
{CORPORATE SEAL}