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HomeMy WebLinkAbout2592 Cherry Property - contract for sale of real estate-q a "CHERRY PROPERTY"/CITY OF SANFORD CONTRACT FOR SALE OF REAL ESTATE THIS CONTRACT for Sale is made on the last day of execution by a party as set forth below by and between: As to Parcel 1: Errol H. Cherry, Pamela P. Cherry Knight a/k/a as Pamela Cherry, and Sonja L Cherry Thomas a/k/a as Sonia Thomas Sonja L Cherry Thomas a/k/a as Sonja Thomas, as tenants in common; and as to Parcel 2: Errol H. Cherry (41.66%), Pamela P. Cherry Knight a/k/a as Pamela Cherry (8.34%) and Sonja L Cherry Thomas a/k/a as Sonia Thomas Sonja L Cherry Thomas a/k/a as Sonja Thomas (41.66%), and, Mellouise Scott (8.34°/x), as tenants in common; and as to Parcel 3: Errol H. Cherry, Pamela P. Cherry Knight a/k/a as Pamela Cherry, Sonja L Cherry Thomas a/k/a as Sonia Thomas Sonja L Cherry Thomas a/k/a as Sonja Thomas, and, Mellouise Scott, as tenants in common; whose address is C/O Derrick Thomas, Porzig RealtylSales & Property Management, 705C South French Avenue, Sanford, Florida 32771, said persons being collectively referred to herein as the "Sellers". AND the City of Sanford, Florida, a municipal corporation, whose address is 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as the "City". 1. Purchase Contract. The City agrees to buy and the Sellers agree to sell the Property described in this Contract. 2. Property. The real property to be sold consists of the following parcels: Address: In proximity to West 16th Street And Bell Avenue, Sanford, Florida 32771, Tax Parcel Identification Numbers: 36-19-30-515-OJOA-0000 (Parcel 1), 36-19-30-515-01<00-OO1J0 (Parcel 2) and 36-19-30-515-OK00-061 B (Parcel 3). I (Hereinafter collectively referred to as the "Property" with the Seminole County Property Appraiser Data Sheets for the parcel attached hereto as Consolidated Exhibit "A"). No Personal Property is included in the purchase and sale of the Property provided for in this Contract. 3. Purchase Price. The purchase price is $110,000.00. 4. Payment of Purchase Price. The City will pay the purchase price as follows: (a). Earnest Money Deposit: Within 7 calendar days of full execution of this Contract, the City will deposit into escrow, to be held by Stenstrom, McIntosh, Colbert & Whigham, P.A. (the "Escrow Agent"), the sum of $1,000.00 as the earnest money deposit (the "Deposit"), to be held by the Escrow Agent in a trust account under the terms of this Contract. The Deposit be fully refundable to the City in the event that the City terminates this Contract at any time prior to the expiration of the Due Diligence Period and any extensions thereto or in the event of Sellers' default (hereinafter defined). At Closing, the Deposit will be credited in favor of the City as part of the sales price for the Property. (b). Cash Balance: At Closing of title, via wire(s) from a U.S. financial institution, subject to adjustments at Closing, all wires being at the cost of the City the additional sum of $109,000.00 subject to credits, apportionments and adjustments. 5. Mortgage Contingency. None. 6. Time and Place of Closing. Provided that the City has not terminated this Contract as provided herein, the City and the Sellers will close on or before 15 days following the conclusion of the Due Diligence Period (February 15, 2024). The Closing shall be held at the office of the Escrow Agent with the maximized use of remote and electronic communications and transmissions as may be feasible. Time is of the essence in the performance of this Contract. The parties agree that they Shall diligently and expeditiously pursue their respective obligations set forth in this Contract. The Sellers shall advise the Closing Agent of the amount of funds to be issued to each of the above named individuals constituting the Sellers thought the real estate broker of the Sellers, Derrick Thomas of Porzig RealtylSales & Property Management who shall also advise the Closing Agent of the sum due to the said broker for services rendered in this transaction. 7. Transfer of Ownership/Insurance, Costs, Etc. At the Closing, the Sellers will transfer ownership of the Property to the City as set forth herein. The Sellers shall provide to the City a proper deed and an adequate affidavit of title as well as all other documents necessary to convey the Property to the City as set forth herein. The City shall procure, at its costs, issuance of a title insurance commitment, issued through the 21 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 City upon recording of the deed to the City, a fee owner's policy of title insurance (ALTA Form) in the amount of the purchase price of the 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 Seller agree to furnish such Affidavit 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 City at the City's expense if the City elects to have a survey accomplished). The City shall have until 15 business days from receipt of the Title Commitment within which to review the Title Commitment and to notify the sellers of such reasonable written objections as the City may have to matters set forth in the Title Commitment and the survey which materially affect the feasibility of the contemplated use by the City as deemed to exist by the City. In the event any such objections are made by either party, the parties shall have a period of 30 days (or longer if so extended in writing by both parties) from the receipt of the same in order to cure such objections. Failure to cure the objections to the satisfaction of the other party shall give the objecting party 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. The search fees or Title Commitment fees and premium for the Title Insurance Policy shall be paid at the Closing by the City. 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. The Sellers shall pay for the cost and recording of any corrective title instruments The Sellers shall pay for the cost and recording of any corrective title instruments and, inasmuch as this transaction is under threat of condemnation, there are not State documentary stamps to be paid or affixed to the statutory warranty deed of conveyance. See, Rule 12B-4.014, Florida Administrative Code. The City shall pay the cost of any surveys, tests or evaluations that the City may commission, any environmental audit reports that it may commission, and the costs to record the deed, as aforesaid. The City shall pay the real property taxes for the calendar year in which Closing occurs, if any are due, and the Sellers shall pay tax assessments, if any are due, for the calendar years prior to the years in which Closing occurs. 8. Type of Deed; Representations of the Sellers; Closing Documents. The Sellers agree to provide and the City agrees to accept a statutory warranty deed which includes the covenant of further assurance and with a covenant as to the Sellers' acts and as necessary to vest insured title in the City. The Sellers agree to convey title to the Property free and clear of all liens and leasehold interests (except Permitted Exceptions and those liens which can be and will be removed at Closing) and that it can convey the 31: same without the joinder of any other persons or entities. The Sellers have no notice or information of any litigation or administrative proceeding threatened or pending against the Property or the Sellers' interest in it. The Sellers shall not, without the consent of the City, 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. The parties further agree to execute and deliver such other documents at Closing as are typical in a real estate transaction. 9. Personal Property and Fixtures. The is no personal property located on the Property. 10. Physical Condition of the Property. The Property is being sold "AS IS" and "WHERE IS". The Sellers do not make any claims of promises about the condition or value of any of the Property included in this sale except as may be specifically set forth in this Contract. The City has inspected the Property, or may inspect the Property during the inspection period, and relies on this inspection and any rights which may be and statements of the Sellers as provided for elsewhere in this Contract. The Sellers agree to maintain the grounds, buildings and improvements on the Property in the condition found on the date of this Contract, subject to ordinary wear and tear, 11. Inspection of the Property. The Sellers agree to permit the City to inspect the Property at any reasonable time before the Closing. The Sellers shall permit access for all inspections provided for in this Contract. The City may terminate this Contract on or before the end of the inspection period (which expires on 11.59 p.m. on January 31, 2024) if it determines that the Property is not suited for its purposes in its sole discretion in which case the parties shall be released from each other in all matters relating to the acquisition of the Property and shall have no duty or liability one to another of any type or nature whatsoever. 12. Building and Zoning Laws. The Property is acquired with the City well knowing that the Property is subject to the provisions the City of Sanford's Land Development Regulations/Land Development Code as well as an array of other land development regulations including, but not limited to, historic preservation areas. 13. Termite Inspection/Radon Gas/Mold/Condition Of The Property (Flood Zone, Energy And Lead -Based Paint/Defective Construction). The City shall evaluate all matters including, but not limited to, termite inspections, radon gas analysis, mold evaluations, flood zone conditions, energy efficiency, lead-based paint presence and defective construction, during the inspection period. The City shall have no obligation relating thereto. The Federal and State governments have designated certain areas as "flood areas". This means they are more likely to have floods than other areas. The City will evaluate these, and any and all other matters, during the inspection period. 14. Property Lines/Boundaries. The Sellers state that, to the best of Sellers' knowledge, all buildings, driveways and other improvements on the Property, if any, are 41. within its boundary lines. Also, no improvements on adjoining properties extend across the boundary lines of the Property. An affidavit to this effect may be required at Closing. 15. Ownership. The Sellers agree to transfer and the City agrees to accept ownership of the Property free of all claims and rights of others except for: (a). the rights of utility companies to maintain pipes, poles, cables and wires over, on and under the street, the part of the Property next to the street or running to any house or other improvement on the Property; and (b). recorded agreements which limit the use of the Property, unless the agreements: (1) are presently violated; (2) provide that the Property would be forfeited if they were violated; or (3) unreasonably limit the normal use of the Property as contemplated by the City. 16. Correcting Defects. If the Sellers do not comply with Section 15 of this Contract, the Sellers will be notified and provided with 15 days to make it comply. If the Sellers still do not comply after that date, the City may cancel this Contract or give the City more time to comply. 17. Risk of Loss. The Sellers are responsible for any damage to the Property, except for normal wear and tear until the Closing. If there is damage, the City may proceed with the Closing and require that the Sellers repair the damage before the Closing. 18. Cancellation of Contract. No additional provisions. 19. Assessments for Municipal Improvements. Certain municipal improvements such as sidewalks and sewers may result in the municipality charging property owners to pay for the improvement. All unpaid charges (assessments) against the Sellers for work completed before the Closing and which are not paid in installments as a portion of the regular annual real property taxes will be paid by the Sellers at or before the Closing. If the improvement is not completed before the Closing, then only the Sellers shall be responsible. If the improvement is completed but the amount of the charge (assessment) is not determined, the Sellers shall pay an estimated amount at the Closing. When the amount of the charge is finally determined, the Sellers shall pay any deficiency to the City (if the estimate proves to have been too low), or the City shall return any excess to the Sellers (if the estimate proves to have been too high). 20 Adjustments at Closing. The Sellers and the City agree to adjust the following expenses, if any there are, as of the Closing date: electric services, water charges, sewer charges and taxes. 21. Possession. At the Closing the City shall be given sole and exclusive possession of the Property. No tenant will have any right to the Property unless otherwise agreed in this Contract. 51 22. Complete Contract. This Contract is the entire and only agreement between the Sellers and the City. This Contract replaces and cancels any previous agreements between the Sellers and the City. This Contract can only be changed by an agreement in writing signed by both Sellers and the City. The Sellers state that the Sellers have not made any other contract to sell the Property to anyone else. The City is not responsible for any real estate broker commissions, or fees, in this transaction which may be due any current and active Florida licensed real estate broker and the Sellers shall assume any and all such costs if any there are. 23. Remedies Upon Default. (a). If the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and conditions of this Contract due to circumstances or conditions which constitute a default by the City hereunder, the Sellers' sole and exclusive remedies hereunder shall be the payment of a $500.00 payment. (b). In the event of a default by the Sellers under the terms of this Contract that is first discovered by the City prior to the Closing and is not cured by the City as provided hereunder, the City's remedies hereunder shall include the right to (i) terminate this Contract or (ii) seek specific performance of the Sellers ' obligations under this Contract. 24. Parties Liable. This Contract is binding upon all parties who sign it and all who succeed to their rights and responsibilities. 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. 25. Notices. Any notices, requests, demands, tenders and communications hereunder Shall be in writing and may be served (i) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (ii) by recognized overnight, third party prepaid courier service (such as Federal Express); (iii) by delivering the same in person to such party; or (iv) by successful transmission by electronic mail or telecopy. Any notice or other communication mailed as aforesaid Shall be deemed effectively given on the date and time of delivery if personally delivered or sent by electronic transmission or telecopy, on the date and time delivered if sent by courier service, or on the date and time indicated on the return receipt if mailed. Either party may change its address for notices by giving notice to the other as provided below. The addresses for notices are as follows: If to the City: 61 Lonnie N. Groot, Esquire lgroot@stenstrom.com If to the Sellers: Stenstrom, McIntosh, Colbert & Whigham, P.A. 300 International Parkway Suite 100 Lake Mary, Florida 32746 Derrick Thomas derrickprobateagent@gmail.com Porzig RealtylSales & Property Management, 705C South French Avenue Sanford, Florida 32771 26. Additional Provisions. The provisions of this Contract shall bind and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. This Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. 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 all legal charges, expenses, costs and reasonable attorney's fees. Venue for any dispute shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. 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. The fact that one of the parties may be deemed to have drafted or structured any provision hereof shall not affect the interpretation of this Contract and this Contract is the result of bona fide arm's 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. 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. 27. Brokers and Commission. The City and the Sellers each represent and warrant to the other that neither has employed, retained or consulted any other properly licensed Florida real estate broker, agent, or finder in carrying on the negotiations in connection with this Contract or the purchase and sale referred to herein, except for Derrick Thomas of Porzig RealtylSales & Property Management who has been engaged by the Sellers and who will be paid by the Sellers at Closing from the disbursements at Closing. The City and the Sellers shall each indemnify and hold the other harmless from and against any and all claims, demands, causes of action, debts, liabilities, judgments and damages (including costs and reasonable attorneys' and paralegals' fees suffered or incurred in connection with the enforcement of this indemnity, whether or not an action is commenced, whether incurred before, during or after trial, or upon any appellate level, or in arbitration, mediation, any administrative proceeding or any proceeding in bankruptcy or insolvency,) which may be asserted or recovered against the indemnified party on account of any brokerage fee, commission or other compensation arising by reason of the indemnitor's breach of this representation and warranty. This provision shall survive the Closing of the transaction addressed herein. 28. Covenant and Release. The Sellers and their successors and assigns, of each and every type or nature, hereby fully and forever, irrevocably and unconditionally release, remise, discharge, and acquit the City and its officers, officials, employees, successors and assigns, whether present, future or former, from any and all claims, demands, actions and causes of actions, lawsuits, defenses, judgments, claims for costs, attorney's fees, damages, losses and expenses of any kind or nature whatsoever in law or equity, whether known or unknown, direct or consequential, foreseen or unforeseen, matured or un -matured, developed or undeveloped, discoverable or undiscoverable, that the Sellers have, may have or might claim to have against the City arising out of or relating to any matter occurring before the effective date of this Agreement relative to the Property. This provision shall survive the Closing of the transaction addressed herein; provided, however, that the Sellers shall execute a document at Closing satisfactory to the City to further provide for a full and plenary release of the City. SIGNED AND AGREED: (SIGNATURE PAGE FOLLOWS): 81 SELLERS: By: / B d Signature Signature Errol H. Cherry Pamela P Date: /I — Iq —;3 By:��u�{ v(,%-e2Zce �i:�rr tea Signature/ Sonja L Cherry Thomas a/k/a as Sonia Thomas Sonja L Cherry Thomas a/k/a as Sonja Thomas Date: /-A, // q/� � l Cherry /a� Date: By: /—Y Signatur- Mellouise Scott Knight a/ /a as Pamela �3 Date: /,z] / q / � Approved as to form and legal sufficiency. K, -,I,; ; Wil a- L. Colbert City Attorney 1 91Pagc CONSOLIDATED EXHIBIT "A" SEMINOLE COUNTY PROPERTY APPRAISER DATE SHEETS 10 1 P . ,,