HomeMy WebLinkAbout2622 Sanford CRA & Sanford Fl Constr LLC - Purchase AgreementPURCHASE AND SALE AGREEMENT
(Parcel 25-19-30-5AG-0401-0050)
This Purchase and Sale Agreement ("Contract" "Agreement") is made and entered into
on 2025 by and between the City of Sanford Community Redevelopment Agency, a
Florida Community Redevelopment Agency, the address of which is 230 East First street, Sanford, Florida
32771 ("Buyer"), and Sanford Fl Construction LLC, a Florida limited liability company, the address of
which is 2377 River Tree, Sanford, Florida 32771 ("Seller").
WITNESSETH:
WHEREAS, Seller is the owner of certain property located in Seminole County as more
particularly described below; and
WHEREAS, Seller desires to convey said real property to Buyer and Buyer desires to
purchase the same from Seller;
NOW THEREFORE, for and in consideration of the premises hereof, the sums of money
to be paid hereunder, the mutual covenants herein contained, and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
do covenant, stipulate and agree as follows, to wit:
1. Description of Property. The following real property located in Seminole County, Florida
("Property"): Parcel ID 25-19-30-5AG-0401-0050, which contains approximately 0.210 +/-
acres, according to the Seminole County Property Appraiser's records, together with all
improvements, tenements, hereditaments, rights, privileges and easements thereunto
belonging, including any personal property located thereon.
2. Aareement to Sell and Purchase. Seller hereby agrees to sell and convey and Buyer hereby
agrees to purchase and accept the Property upon the terms and subject to the conditions set
forth in this Contract.
3. Purchase Price and Method of Pavment. Subject to credits, adjustments and proration for
which provisions are hereinafter made in this Contract, the total purchase price for the
Property to be paid by Buyer and received and accepted by Seller ("Purchase Price") shall be
Four Hundred Fifty Thousand Dollars ($450,000.00). The Purchase Price shall be paid by
Buyer to Seller in the manner and at the times following, to wit:
a. Earnest Monev Deposit. Within five (5) business days from Effective Date of this
Contract by all parties, the sum of Twenty -Two Thousand Five Hundred Dollars
($22,500.00) shall be deposited by Buyer with Lindsay N. Greene, Esq., deBeaubien,
Simmons, Knight, Mantzaris & Neal, LLP ("Escrow Agent"), as an earnest money
deposit hereunder ("Earnest Money Deposit"). The Earnest Money Deposit shall not
be refundable except as set forth herein.
b. Cash Delivered at Closiniz. At Closing the Earnest Money Deposit plus the balance of
the Purchase Price shall be delivered to Seller in United States funds by wire transfer.
All deposits shall be applied to the Purchase Price.
Escrow Instructions. This Contract shall serve as escrow instructions and an executed
copy of this Contract shall be deposited with Escrow Agent. In the event of a
termination of this Contract or a default under this Contract, the Earnest Money shall
be delivered or disbursed by the Escrow Agent as provided in this Contract. If either
party shall declare the other party in default under this Contract pursuant to Paragraph
15 hereof, and shall make demand ("Demand") on Escrow Agent for possession of the
Earnest Money, said party must provide the other party with a copy of such Demand
made upon the Escrow Agent. Except with respect to a Demand for the Earnest Money
made by Buyer prior to the Inspection Deadline, which shall be promptly honored,
Escrow Agent shall not disburse the Earnest Money in accordance with any Demand
unless and until the demanding party delivers to Escrow Agent evidence (e.g., return
receipt issued by U.S. Postal Service) of the other party's receipt of the Demand, and
Escrow Agent has not received written objection to such Demand within five (5)
business days following said party's receipt of the copy of such Demand. If any
dispute or difference arises between the Buyer and Seller or if any conflicting demands
shall be made upon the Escrow Agent, the Escrow Agent shall not be required to
determine the same or to take any action thereon. Rather, the Escrow Agent may await
settlement of the controversy or deposit the escrow sums into the Registry of the
Circuit Court of Seminole County, Florida, in an interpleaded action or otherwise for
the purpose of having the respective rights of the parties adjudicated. Upon making
such deposit or upon institution of such interpleaded action or other actions, the
Escrow Agent shall be fully relieved and discharged from all further obligations
hereunder with respect to the sums so deposited. Buyer acknowledges that Escrow
Agent is also serving as Seller's counsel in the transaction contemplated by this
Contract, and notwithstanding any dispute between the parties pertaining to Escrow
Agent's duties hereunder or the disbursement of the Earnest Money or for any other
reason, Escrow Agent may continue to represent Seller in this transaction and in any
litigation that may arise hereunder.
d. Closing and Title Agent. Buyer acknowledges and agrees that: (1) the closing agent
and title agent "Closing Agent") shall be Nash Law Firm PA, (2) that the principal of
the Closing Agent, Norman W. Nash, Esq., is of counsel with the Escrow Agent, (3)
Buyer will not, as a result of Closing Agent's service in the capacity of closing agent
and title agent, attempt to disqualify the Closing Agent, the Escrow Agent, or any of
their attorneys from representation of Seller in the event litigation arises between
Buyer and Seller; (3) that Closing Agent, Escrow Agent, and Seller have reasonably
relied on Buyer's assurances in entering into this Contract; and (4) Buyer's assurances
have, in fact, induced Seller to enter into this Contract and induced Escrow Agent to
accept the roles of escrow, title, and closing agent. The provisions of this paragraph
shall survive closing or termination of this Contract for any reason.
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4. Title. Within fifteen (15) days of the Effective Date, Buyer, at Buyer's expense, shall deliver
to Buyer an original commitment for title insurance committing to issue an Owner's policy to
Buyer as purchaser of the Property in the amount of the Purchase Price ("Title Commitment").
The title company and issuing agent shall be selected by Buyer. Buyer shall have until the
end of the Inspection Period to examine the same. Buyer shall, on or before the end of the
Inspection Period, notify Seller in writing specifying any objections Buyer may have
regarding the status of title as shown on the Title Commitment, otherwise Buyer shall be
deemed to have waived the right to any such objections. Seller shall, within ten (10) days
from receipt of Buyer's notice of objection to title, provide a reply by written notice to Buyer
("Reply Notice"), notifying Buyer that (i) Seller will not undertake to cure Buyer's title
objections, or (ii) Seller will make a good faith effort to cure Buyer's title objections within
ten (10) business days of Seller's Reply Notice ("Title Cure Period"). Should Seller fail to
deliver a Reply Notice to Buyer, Seller shall be deemed to have elected to decline to undertake
a cure of Buyer's title objections. In the event Seller declines to undertake a cure of Buyer's
title objections, or if Seller shall not have cured the defects within the Title Cure Period, Buyer
shall have, as its sole and exclusive remedy, the option of (i) accepting title to the Land in an
"as is" condition without recourse to Seller and without a reduction in the Purchase Price and
the remaining title objections shall become Permitted Exceptions, or (ii) terminating this
Agreement and receiving a refund of the Deposit which Escrow Agent shall forthwith return
to the Buyer. Buyer's option of terminating this Agreement and receiving a refund of the
Deposit must be exercised within seven (7) days following the earlier of: (1) the date Buyer
receives the Reply Notice stating that Seller declines to cure Buyer's title objections; or (ii)
in the event Seller fails to deliver a Reply Notice, the date Seller is deemed to have elected
not to undertake Buyer's title objections; or (iii) in the event Seller elects to make a good faith
effort to cure Buyer's title objections, within five (5) days following the expiration of Seller's
Title Cure Period. In the event Buyer does not terminate this Agreement pursuant to this
Section 4, Buyer shall be deemed to have waived any remaining uncured objections to title
and agreed to (a) accept title to the Land in an "as is" condition without a reduction in the
Purchase Price and without recourse to Seller and (b) close on the date specified in Section 8
herein.
Investigations and Inspections of Property. Buyer and its architects, engineers and other agents,
at Buyer's sole expense, shall have a period of sixty (60) days following the Effective Date
("Inspection Period") within which to undertake such physical inspections and other
investigations of and concerning the Property, as Buyer deems necessary in order to evaluate
the physical characteristics of the Property, as well as such other matters as shall be deemed
by Buyer to be necessary in order for Buyer to evaluate the Property and determine the
feasibility of Buyer's purchase of the same. For such purpose, Seller hereby grants to Buyer
and its agents shall have the right to enter upon the Property during the Inspection Period for
the purpose of undertaking such inspections and investigations. It is expressly provided,
however, that Buyer and any agent or assignee of Buyer who shall enter upon the Property
pursuant to such right of entry shall, as a condition to the exercise thereof, be deemed to have
agreed, and does hereby agree, to indemnify and save and hold Seller harmless from and
against any and all loss, damage, cost, expense, liability or responsibility whatsoever
(including, without limitation, reasonable attorneys' fees) which may be occasioned, directly
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or indirectly, by reason of the exercise of such right of entry upon the Property, and that such
indemnification shall expressly survive both the termination of this Contract and the Closing.
6. Unacceptability of Inspections. In the event that the results of the inspections, investigations,
reviews, feasibility studies and Seller approvals to which reference is made in Paragraph 5
above are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to Buyer
for any reason whatsoever, and Buyer so timely notifies Seller of the fact on or before the
expiration of the Inspection Period provided in Paragraph 5 hereof, then at Buyer's option
and upon Buyer's request, Buyer may terminate the Contract and all payments or deposits,
including accrued interest, if applicable, made by Buyer shall be immediately returned to
Buyer as Buyer's sole property. Provided, however, that in the event that Buyer elects to
terminate this Contract for any reason other than default by Seller, the Earnest Money Deposit
shall become the property of Seller and shall immediately be disbursed by Escrow Agent to
Seller. If the Contract is terminated by Buyer hereunder, it shall be rendered null and void,
and be of no further force and effect and all parties hereto shall thereupon be relieved and
absolved of any further liabilities or obligations whatsoever to each other hereunder, except
with respect to those liabilities or obligations hereunder which are expressly stated to survive
the termination of this Contract, including, without limitation, Buyer's indemnity set forth in
Paragraph 5 above. The failure of the Buyer to notify Seller of the unacceptability of any such
inspections, investigations, reviews and feasibility studies prior to the expiration of the
Inspection Period shall constitute a waiver of Buyer's right to terminate this Contract. In the
event of termination by Buyer pursuant to this Section, Buyer shall provide to Seller, at no
expense, copies of all plans, studies and information obtained or prepared by Buyer with
regard to Buyer's Intended Use (hereafter defined) and related to the Property; provided,
Buyer does not warrant the completeness or accuracy of such materials.
Convevance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed
Warranty Deed in recordable form conveying fee simple title to the Property free and clear of
all liens, encumbrances and exceptions except for the exceptions approved or deemed
approved by Buyer ("Permitted Exceptions"); (ii) an affidavit from Seller certified to Buyer
and to the title company in form required by the title company to delete from Buyer's title
insurance policy all standard exceptions for construction liens and parties in possession
exceptions and any other standard exceptions the title company may delete based on Seller's
affidavit; (iii) a certification by Seller which indicates that Seller is not a foreign person as
defined in the Internal Revenue Code; (iv) written affirmation that the representations and
warranties set forth in Paragraph 12 hereof remain true at the time of Closing; (v) a duly
executed closing statement; (vii) such documents as the title company requires in order to
evidence the authority and good standing of Seller to complete this transaction; (viii) "as is"
bill of sale for the personal property and (xi) other documents reasonably required by Buyer
or the title company in order to consummate the transaction contemplated herein. At Closing,
Buyer shall pay to Seller the Purchase Price of the Property described above, subject to
adjustments and proration set forth herein and shall deliver to Seller: (ix) a duly executed
closing statement; (x) written affirmation that the representations and warranties set forth in
Paragraph 13 remain true at the time of Closing; and (xi) other documents reasonably required
by Seller or the title company in order to consummate the transaction contemplated herein.
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8. Closing.
a. The sale and purchase transaction contemplated in this Contract shall be closed and
the aforesaid closing documents delivered on or before the expiration of seventy-five
(75) from the Effective Date unless terminated as provided in paragraph 6 ("Closing
Date").
b. The Closing shall be completed by the Closing Agent as selected by Buyer and shall
take place at Sanford City Hall, in Seminole County, with the maximized use of
remote and electronic communications and transmissions as may be feasible and
selected by the Closing Agent.
9. Closing Costs. The Seller shall pay for state documentary stamps as may be required to be
affixed to the Warranty Deed if required by law, recording fees for the Warranty Deed, the
cost of recording any and all other documents necessary to deliver good and clear title, any
document preparation fees related thereto, and real estate commissions incurred by Seller.
Buyer shall pay the premium for the owner's title insurance policy to be issued pursuant to
the Title Commitment, all costs associated with the recording of any note, mortgage and
security agreement, and all other fees and costs related to the closing, including, without
limitation, title searches, closing fees, and lien searches. Buyer and Seller shall each bear its
own attorneys' fees.
10. Possession. Possession of the Property shall be delivered by Seller to Buyer at the time of
Closing hereunder, subject to the Permitted Exceptions. Prior to Closing and the delivery of
possession as aforesaid, Seller shall remain the owner of the Property and shall bear the risk
of all loss of whatever nature, except as provided in Paragraph 5 hereof with respect to loss
occasioned as a result of Buyer's inspections and investigations of the Property. In the event
that prior to Closing all or a portion of the Property being acquired is condemned or
condemnation proceedings have been instituted for any public or quasipublic use or purpose,
then Buyer shall have the option to terminate this Contract, in which event the payments
previously made by Buyer to Seller shall be returned to Buyer, this Contract shall be deemed
null and void and Buyer and Seller shall be relieved from all liabilities and responsibilities
hereunder except as specifically provided otherwise herein.
11. Proration. Ad valorem real and personal property taxes, if any, or assessments of any kind for
the year of closing shall be prorated as of the date of closing. If, however, the amount of such
taxes or assessments for the year of closing cannot be ascertained, the rates, millages and
assessed valuations for the previous year, with known changes and utilizing full discounts,
shall be used as an estimate, and tax proration based on such estimate shall be readjusted by
the Buyer and Seller when the actual tax bills for the year of sale are received, which
obligation shall expressly survive closing for a period of twelve (12) months.
12. Representations. Obligations and Warranties of Seller. Except for the representations and
warranties in this Paragraph 12, Seller makes no representations or warranties to Buyer and
shall convey the Property `AS IS, WHERE IS, WITH ALL FAULTS." Buyer shall, by closing
on the Property, be deemed to have acknowledged that Buyer has relied solely upon its own
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inspections and investigations to determine the physical condition of the Property and its
suitability for Buyer's purposes. Seller represents and warrants (which warranties shall
survive the closing hereunder to the Buyer that:
a. Seller has not received written notice from any governmental or quasigovernmental
body or agency or from any person or entity with respect to any actual or threatened
taking of the Property or any portion thereof for any public or quasi -public purpose
by the exercise of the right of condemnation or eminent domain, nor does Seller have
any current, actual knowledge of any such actual or threatened taking. Further, Seller
has not received any actual notice of any existing or threatened lawsuit by which any
party claims an interest in the Property.
Seller has not received any written notices from any city, county, state or other
governmental authority or other person or entity of violations of any statute, law, or
ordinance, or governmental rule or regulation in respect of the Property
c. Seller owns fee simple title to the Property and has the full power, right and authority,
and is duly authorized, to enter into this Contract, to perform each and all of the
matters and acts herein provided, and to execute and deliver all documents provided
hereunder.
d. There is no tenant of the Property or any other person or entity having any right or
claim to possession or use of the Property. Possession of the Property shall be
delivered to Buyer by Seller free of rights or claims of any tenants, occupants or parties
in possession, except for the rights of parties pursuant to the Permitted Exceptions or
as may otherwise be disclosed in the Commitment.
e. There has not been and there is not now: (i) any presence of any Hazardous Substances
(as hereinafter defined) on, over, under or around the Property in violation of
applicable law; (ii) any present or past generation, recycling, use, reuse, sale, storage,
handling, transport and/or disposal of any Hazardous Substances on, over, under or
around the Property in violation of applicable law; (iii) any failure to comply with any
applicable local, state or federal environmental laws; (iv) any spills, releases,
discharges or disposal of Hazardous Substances that have occurred or are presently
occurring on or onto the Property or any adjacent properties in violation of applicable
law; or (v) any spills or disposal of Hazardous Substances that have occurred or are
presently occurring off the Property as a result of any construction or operation and
use of the Property in violation of applicable law. For purposes of this Paragraph 13,
the term "Hazardous Substances" means and includes, without limitation, any toxic or
hazardous substances or materials, petroleum or other pollutants and substances,
whether or not naturally occurring, including, without limitation, asbestos, radon, and
methane gas, generated, treated, stored or disposed of, or otherwise deposited in or
located on or under the Property, and also includes, without limitation, the surface and
subsurface waters of the Property, and any activity undertaken or hereafter undertaken
on the Property which would cause: (i) the Property to become a hazardous waste
treatment, storage or disposal facility within the meaning of, or otherwise bring the
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Property within the ambit of, the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. 6901 et seq., or any similar state law or local ordinance; (ii) a
release or threatened release of hazardous waste from the Property within the ambit of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA"), 42 U.S.C. 96019657, or any similar state law or local ordinance
or any other environmental law; (iii) the discharge of pollutants or effluent into any
water source or system, or the discharge into the air of any emissions which would
require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et
seq., or the Clean Air Act, 42 U.S.C. 7401 et seq., or any similar state law or local
ordinance; or (iv) any substances or conditions in, on or under the Property which may
support a claim or cause of action under RCRA, CERCLA or any other federal, state
or local environmental statutes, regulations, ordinances or other environmental
regulatory requirement, including the presence of any underground storage tanks or
underground deposits located on the Property.
f. Seller has received no written notice of any existing or pending special assessments
affecting the Property which may be assessed by any governmental authority, water
or sewer authority, drainage district or any other special taxing district or other entity.
g. Other then as may be set forth herein, there is no litigation or legal proceeding pending
or to Seller's knowledge threatened which relates to or affects the Property or which
would impair or otherwise adversely affect this Contract, Seller's performance
hereunder and/or Buyer's use of the Property for the Intended Use.
h. Seller has not entered into any other contracts, agreements or understandings, verbal
contracts or agreements, oral or written, for the sale or transfer of any portion of the
Property, other than as set forth herein.
Seller has not made any commitments to any governmental unit or agency, utility
company, authority, school board, church or other religious body, or to any other
organization, group or individual relating to the Property which would impose any
obligations upon Buyer to make any contributions of money or land or to install or
maintain any improvements, except as may be set forth in the Commitment.
j. Neither the execution and delivery of this Contract, nor compliance with the terms and
conditions of this Contract by Seller, nor the consummation of the sale, constitutes or
will constitute a violation or breach of any agreement or other instrument to which it
is a party, to which it is subject or by which it is bound.
k. Intentionally left blank.
1. If, after the Effective Date, any event occurs or condition exists of which Seller has
knowledge or about which Seller receives information which renders any of the
representations contained herein untrue or misleading, Seller shall promptly notify
Buyer in writing and Buyer, as Buyer's sole and exclusive remedy, shall thereafter
have the option to terminate this Contract within thirty (30) calendar days of receipt
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of Buyer's written notice. In the event of such termination, Escrow Agent shall
disburse the Earnest Money Deposit (or the portion thereof prior to closing,
theretofore deposited with Escrow Agent), to Buyer in which event all payments made
by Buyer to Seller shall remain the sole property of Buyer, this Contract shall be
deemed null and void and Buyer and Seller shall be relieved from all liabilities and
responsibilities hereunder except as specifically provided otherwise herein, including,
without limitation, those set forth in Paragraph 6 above.
13. Representations, Acknowledgments and Warranties of Buver. Buyer represents,
acknowledges and warrants to Seller that:
a. Buyer has the power, right and authority, and is duly authorized, to enter into this
Contract, to perform each and all of the matters and acts herein provided, and to
execute and deliver all documents provided hereunder.
b. Neither the execution and delivery of this Contract, nor the compliance with the terms
and conditions of this Contract by Buyer, nor the consummation of the sale, constitutes
or will constitute a violation or breach of any agreement or other instrument to which
it is a party, to which it is subject or by which it is bound.
14. Default. In the event that Buyer fails to timely perform any of the covenants of this Contract
on its part to be performed, subject to the title, survey and inspection periods set forth in
Paragraphs 4 and 5, or refuses to perform its obligations under this Contract and such failure
or refusal is not cured within thirty (30) days after Notice from Seller by certified mail, the
Earnest Money Deposit shall become the sole property of Seller. Seller's retention of the
deposit shall constitute liquidated damages and be Seller's sole remedy for any breach of this
Contract by Buyer (except to the extent that Buyer damages Seller's Property), it being agreed
that (i) the deposit and any interest earned thereon is a reasonable estimate of and bears a
reasonable relationship to the damages that would be suffered and costs incurred by Seller as
a result of having withdrawn the Property from sale and the failure of closing to occur due to
a default of Buyer under this Contract; (ii) the actual damages suffered and costs incurred by
Seller as a result of such withdrawal and failure to close due to a default of Buyer under this
Contract would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit
its liability under this Contract to the amount of the payments made, and to be made, and any
interest earned thereon if this Contract is terminated and the transaction contemplated by this
Contract does not close due to a default of Buyer under this Contract; and (iv) such amount
shall be and constitute valid liquidated damages. Notwithstanding the foregoing, the
indemnity provisions contained in Paragraph 5 shall not be subject to the foregoing liquidated
damages provisions. If Seller fails to perform any of the covenants of this Contract on its part
to be performed or refuses to perform its obligations under this Contract and such failure or
refusal is not cured within twenty (20) days after Notice from Buyer, Buyer may at its option:
(i) terminate this Contract whereupon the payments made by Buyer to Seller shall be returned
and Seller shall be released and relieved of all obligations or liabilities under this Contract; or
(ii) proceed in equity in an action for specific performance to enforce its rights under this
Contract, or if specific performance is not an available remedy, then an action for damages
and any other remedies available at law, or in equity.
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15. Assignability. Buyer may not assign its interest herein without the prior written consent of the
Seller, which consent shall in unreasonably withheld or delayed. Seller may not assign its
interest herein without the prior written consent of the Buyer, which consent shall in
unreasonably withheld or delayed. Provided that Seller shall remain liable for an action for
damages and any other remedies available at law, or in equity following a default by Seller.
Any assignment shall be in writing and a copy of such assignment executed by both assignor
and assignee shall be delivered to Buyer or Seller, as the case may be.
16. Litieation and Attornevs' Fees. In the event it shall be necessary for either party to this
Contract to bring suit to enforce any provision hereof or for damages on account of any breach
of this Contract or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, shall be entitled to
recover from the other party, in addition to any damages or other relief granted as a result of
such litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as
fixed by the Court.
17. Survival of Provisions. The provisions of this Contract shall not survive the closing hereunder
except as expressly provided elsewhere in this Contract.
18. Time of Essence. It is expressly agreed by both the Seller and Buyer that time is of the essence
of this Contract and in the performance of all conditions, covenants, requirements, obligations
and warranties to be performed or satisfied by the parties hereto. Waiver of performance or
satisfaction of timely performance or satisfaction of any condition, covenant, requirement,
obligation or warranty by one party shall not be deemed to be a waiver of the performance or
satisfaction of any other condition, covenant, requirement, obligation or warranty unless
specifically consented to in writing. Unless otherwise expressly provided herein, all periods
for performance, approval, delivery or review and the like shall be determined on a "calendar"
day basis. If any day for performance, approval, delivery or review shall fall on a Saturday,
Sunday or legal holiday, the time therefore shall be extended to the next business day.
19. Govemine Law and Binding Effect. This Contract and the interpretation and enforcement of
the same shall be governed by and construed in accordance with the laws of the State of
Florida and shall be binding upon, inure to the benefit of, and be enforceable by the parties
hereto as well as their respective heirs, personal representatives, successors and assigns.
Venue for any legal action hereunder shall be in the Seminole County, Florida state courts.
20. Inteurated Contract. Waiver and Modification. This Contract represents the complete and
entire understanding and agreement between the parties hereto with regard to all matters
involved in this transaction and supersedes any and all prior or contemporaneous agreements,
whether written or oral. No agreements or provisions, unless incorporated herein, shall be
binding on either party hereto. This Contract may not be modified or amended nor may any
covenant, agreement, condition, requirement, provision, warranty or obligation contained
herein be waived, except in writing signed by both parties or, in the event that such
modification, amendment or waiver is for the benefit of one of the parties hereto and to the
detriment of the other, then the same must be in writing signed by the party to whose detriment
the modification, amendment or waiver inures.
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21. Brokerage. Except as set forth elsewhere in this Agreement, Seller and Buyer acknowledge
and agree no agent or broker has acted on behalf of Seller or Buyer. The Seller and Buyer
agree to indemnify, defend and hold the other harmless from and against any commissions or
fees or claims for commissions or fees arising under the indemnifying party, which
indemnification shall expressly survive the termination of this Contract and the closing of the
sale and purchase of the Property contemplated by this Contract.
22. Joinder of Escrow Agent. Lindsay N. Greene, Esq. at deBeaubien, Simmons, Knight,
Mantzaris & Neal, LLP, joins in the execution of this Contract for the express purpose of
agreeing and acknowledging the terms and conditions related to the retention and
disbursement of the Earnest Money Deposit funds herein.
23. Effective Date. The "Effective Date" of this Contract shall be the date upon which this
Contract is last signed by Seller and Buyer.
24. Counterparts. This Contract may be executed in counterparts by the parties hereto and each
shall be considered an original, but all such counterparts shall be construed together and
constitute one Contract between the parties hereto.
25. Interpretation. Seller and Buyer acknowledge each to the other that both they and their counsel
have reviewed this Contract and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any Exhibits hereto.
26. Facsimile/Diaital Signatures. Facsimile and digitally signed copies of this Contract executed
by Seller or Buyer shall operate as and may be relied upon as an original signature.
27. Notices. Any notice or other communication permitted or required to be given hereunder by
one party to the other shall be in writing, shall be effective upon receipt and shall be delivered
by registered or certified United Sates Mail, postage prepaid, return receipt requested, or
electronic mail, with acknowledgment of receipt upon transmission (provided that if notice is
sent by electronic mail, it must also be sent by one of the other methods of delivery specified
herein), to the party entitled or required to receive the same, as follows:
[continued on next page]
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If to Buyer: If to Seller:
City of Sanford Community Redevelopment Sanford FL Construction LLC
Agency
230 East First Street
Sanford, Florida 32771
Attn: Charles Davis, Chairman
2377 River Tree Circle
Sanford, Florida 32771
Attn: Carmen Doyle, Manager
With a copy to (which shall not constitute With a copy to (which shall not constitute
Notice): Notice):
de Beaubien, Simmons, Knight, Mantzaris,
Neal, LLP
332 North Magnolia Avenue Orlando,
Florida 32801
Attention: Lindsay N. Greene, Esquire
Phone: (407) 422-2454
Fax: (407) 992-3541
e-mail: lgreene@dsklawgroup.com
[signatures on next page]
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IN WITNESS WHEREOF, Seller and Buyer have each caused this Purchase and Sale
Agreement to be executed as of dates set forth below.
BUYER:
City of Sanford Community Redevelopment
Agency, a Florida Redevelopment Agency
By: CHAW F5 7514 7� 58 FPM
Charles Davis, Chairman
Date: Jul 30, 2025
Escrow Agent:
deBeaubien, Simmons,
Neal, LLP
yTTJ C*eene, Esq.
I
S,LLI' AGRk'E1QlR"3-19-JU-t,�6-0�M11-UQfO Yi
Mantzaris &
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SELLER:
Sanford FL Construction LLC
A Florida limited liability company
Carmen Doyle, anger
Date: -7 1 �)J
July 28 2025 Agenda Memo 25-173.N
Final Audit Report 2025-07-30
Created: 2025-07-30
By: Nikki Osbum (citymanageradmins@sanfordfl.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAG9ZKHIciVM38JKOgwAy4zWMzzW50HIeW
"July 28 2025 Agenda Memo 25-173.N" History
Document created by Nikki Osburn (citymanageradmins@sanfordfl.gov)
2025-07-30 - 7:16:29 PM GMT
Document emailed to CHARLES DAVIS (charles@getmeabetterrate.com) for signature
2025-07-30 - 7:17:26 PM GMT
Email viewed by CHARLES DAVIS (charles@getmeabetterrate.com)
2025-07-30 - 7:21:21 PM GMT
Document e-signed by CHARLES DAVIS (charles@getmeabetterrate.com)
Signature Date: 2025-07-30 - 7:21:58 PM GMT - Time Source: server
r" Agreement completed.
2025-07-30 - 7.21:58 PM GMT
0 Adobe Acrobat Sign
'OSCITY OF f,.V7 v
VLy1V FORD WS _ RM X c
FLORIDA Item No. (0 • Iv
CITY COMMISSION MEMORANDUM 25-173.N
.1ULY 28, 2025, AGENDA
TO: Honorable Mayor and Members of the City Commission
PREPARED BY: Pamela Lynch, Community Redevelopment Agency Executive Director
SUBMITTED BY: Norton N. Bonaparte, Jr., ICMA-CM, City Manager
SUBJECT: Property Purchase at Second Street and Palmetto Avenue, Southeast Lot,
and Budget Transfer within CRA Budget ($471,000).
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
Requesting to approve property purchase and associated costs of Parcel Identification Number 25-
19-30-5AG-0401-0050, southeast corner lot of Second Street and Palmetto Avenue, between the
Sanford Community Redevelopment Agency (CRA) and Sanford FL Construction, LLC, and a
budget transfer within the CRA budget for $471,000.
FISCAL/STAFFING STATEMENT:
Funds are available the CRA budget from the Grants and Aid Fund to Land Fund.
BACKGROUND:
Since May 2019, the City has been under an agreement with the owner of the parking lot located
at the southeast corner lot of Second Street and Palmetto Avenue, to utilize this site for public
parking purposes. There are provisions where either party in the Parking Agreement can terminate
the lease at any time with 90-day notice. The purchase of this parking lot is short term, continue
to secure public parking, as other lots are being developed that were previously used for public
parking, and longer term, position the City for redevelopment purposes. In addition, the potential
for cancelation of a parking lease dissolves, as the Sanford Community Redevelopment Agency
would be the owner and after the CRA sunsets, the City of Sanford will oversee the property.
On June 4, 2025, the CRA Board unanimously approved moving forward with the property
purchase process and associated estimate costs in an amount up to $460,000. Following the CRA
Board's initial approval, estimated closing costs came in above the approved amount, and
additional funding was requested and approved by the CRA Board at July 2, 2025, CRA Board
Meeting in the amount of $11,000; therefore, a total approval in the amount of $471,000.
LEGAL REVIEW:
The City Attorney has reviewed this matter and has expressed no legal objection to the action
proposed with all activities taking place in accordance with the City's Purchasing Policies and
Procedures and controlling State law as well as sound and generally accepted public purchasing
practices and standards.
RECOMMENDATION:
City staff recommends that the City Commission approve property purchase and associated costs
of Parcel Identification Number 25-19-30-5AG-0401-0050, located at the Southeast Corner of
Second Street and Palmetto Avenue, between the Sanford Community Redevelopment Agency
(CRA) and Sanford FL Construction, LLC, and a budget transfer within the CRA budget for
$471,000, from Grants and Aid to Land, as proposed.
SUGGESTED MOTION:
"I move to approve the property purchase and associated costs of Parcel Identification Number 25-
19-30-5AG-0401-0050, located at the Southeast Corner of Second Street and Palmetto Avenue,
between the Sanford Community Redevelopment Agency (CRA) and Sanford FL Construction,
LLC, and a budget transfer within the CRA budget for $471,000, from Grants and Aid to Land, as
proposed."
Attachments: (1). Purchase Agreement.
(2). Estimated Closing Costs.
(3). Budget Transfer.
REQUEST FOR BUDGET TRANSFER
Fiscal Year 2025
Department: Development Division: CRA
BUDGET TRANSFER
DECREASE BUDGET I
Date:
7/28/2025
156 0108 552 81
00 Grants and Aid $ 2,174,061
$ 1,860,180 $ 471,000
1,389,180
TOTAL DECREASE
$ 471,000
INCREASE BUDGET I
156 0108 552 61
00 EDLND Land $ -
S - $ 471,000
471,000
TOTAL INCREASE
$ 471,000
REASON FOR TRANSFER: T nsfer Wcover property purchase and associated costs of SE lot at Second Street and Palmetto Avenue
DIRECTOR APPROVAL: DATE:
FINANCE APPROVAL: C—f*. ��' DATE: 7/8/25
CITY MANAGER APPROVAL: v DATE:
($5.000 TO $49,999)
CITY COMMISSION AGENDA DATE: APPROVED:
($50,000 OR MORE)
FOR FINANCE UbE
Entry Date: Batch Number: Document #: BA 10-102
7/8/2025
BUYER CLOSING COSTS PARCEL AT 2ND STREET AND PALMETTO
7S-19-30-SAG-0401-nnSn
Purchase price including below estimated costs
$450,000.00
'+tle search
$250.00
Owner's title premium (plus any endorsements)
$2,325.00
Closing fee
$700.00
Wire/Fedex/Electronic recording costs
$125.00
Doc prep/Pre closing services to third party provider
$750.00
Municipal Lien Search
$250.00
Doc stamps - Deed - to be paid by Seller
$0.00
Property tax proration - Based on 2024 property taxes with hypothetical closing date
of August 31st. Per diem is aproximately $9.50
$2.310.00
Broker commision N/A
Broker commision N/A
Total estimated Buyer closing costs
$6,710.00
Total estimated cost to CRA exclusive of due diligence costs
$463,420.00
Two Appraisal Reports $3,000 and $2,500
$ 5,500.00
Environmental Phase I Report $ 2,000.00
$470,920.00