HomeMy WebLinkAbout979-Sanford Gymnastics AssocPrepared by and return to:
Lonnie N. Groot, Esquire
Stenstrom, Mclntosh, Colbert,
Whigham & Simmons, P.A.
200 West First Street, Suite 22
Sanford, Florida 32771
Parcel IDg: 06-20-31-502-0600-0010
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SANFORD GYMNASTICS ASSOCIATION, INC.
ACQUISITION CONTRACT
THIS ACQUISITION CONTRACT is made and entered into by and between
SANFORD GYMNASTICS ASSOCIATION, INC., (hereinafter referred to as the
"Seller/Lessee") and THE CITY OF SANFORD, FLORIDA, a municipal corporation,
(hereinafter referred to as the "Buyer/City/Lessor') on the dates below written.
RECITALS:
A. Buyer/City/Lessor owns the real property hereinafter more partiCUlarly
described in Exhibit 'A' to this Contract (hereinafter referred to as the #Property").
B. The Seller/Lessee holds a leasehold interest in the property described in the
Lease, dated Apd125, 1988, is attached hereto as Exhibit "B' (hereinafter referred to as the
"Lease").
C. The text of the Lease between the parties indicates that the Lease is not
scheduled to terminate until December 31,2017.
D. Buyer/City/Lessor desires to purchase and buy out the leasehold interest of
the Seller/Lessee, as such may exist, in the property described in Exhibit 'A" for One
Hundred Fifty Thousand Dollars ($150,000.00) on the terms, and under the conditions
hereinafter set forth, subject to survey.
NOW, THEREFORE, in consideration of the mutual covenant and agreements
herein contained, 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, the Seller/Lessee agrees to sell to Buyer/City/Lessor, and
Buyer/City/Lessor agrees to purchase from Seller/Lessee all of Seller/Lessee's rights, title
and interest in the real and personal property hereinafter described, to wit:
(a) The leasehold interest in real property situate in Seminole County,
Flodda, and described and depicted in Exhibit
(b) Included as part of the Property are all buildings, fixtures and
improvements, if any, of whatsoever kind, nature or description, owned by Seller/Lessee
and presently situated on, in or under, or hereafter erected, installed or placed on, in or
under the Property.
SECTION 3. PURCHASE PRICE AND METHOD OF PAYMENT,
(a) The total price for the Property, subject to adjustments provided for,
is payable as set forth in Subsection (3)(b).
(b) One Hundred Fifty Thousand Dollars ($150,000.00), said sum being
payable in cashier's check or certified funds on the date of Closing subject to evidence of
marketable title to Buyer/City/Lessor's satisfaction.
SECTION 4. EVIDENCE OF TITLE_
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(a) The Buyer/City/Lessor may procure issuance of a title insurance
commitment issued through the law firm of Stenstrom, Mclntosh, Colbert, VVhigham &
Simmons, P.A., acting as issuing agent for a qualified title insurer agreeing to issue to
Buyer/City/Lessor upon recording of the deed to Buyer/City/Lessor, a fee owner's policy of
title insurance (ALTA Form) in the amount of the purchase pdce of the Property, insudng
the title of the Buyer/City/Lessor to the Property, subject only to the so-called "Standard
Exceptions" contained on the inside jacket cover of the standard ALTA Form of
commitment. Said commitment shall provide that there is no impairment to access to and
from the Property by means of a public roadway and 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 Seller/Lessee agrees
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 Buyer/City/Lessor at Buyer/City/Lessor's expense). Buyer/City/Lessor shall have fifteen
(15) days from receipt of the commitment in which to examine the title insurance
commitment and provide wdtten objections to Seller/Lessee; thereafter, any objection shall
be deemed waived.
(b) Seller/Lessee shall have thirty (30) days after notice from
Buyer/City/Lessor specifying the Title Defects adsing from the Seller/Lessee's occupancy
ofthe Property (as hereafter defined) within which to eliminate or curethem. Seller/Lessee
shall use good faith and diligent efforts to timely eliminate or cure the Title Defects (as
hereafter defined), including the bdnging of necessary suits. Titie shall be conveyed in as
unencumbered status as existed at the inception of the Lease between the parties. If any
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title matters adse after the commitment's effective date and pdor to Closing that ara not
contemplated as Standard Exceptions under this Contract and Buyer/City/Lessor objects
to them by notice to Seller/Lessee before Closing, then such matters shall be treated as
Title Defects under this Contract, and the Closing may be extended for up to thirty (30) days
to allow Seller/Lessea sufficient time to eliminate or cure such Title Defects if caused by the
acts of the Seller/Lessee. Any liens, encumbrances, defects, exceptions, qualifications, or
other matters listed in the commitment that ara not Permitted Exceptions ara referred to
herain as ITitle Defects". If Seller/Lessee is not successful in eliminating or curing the Title
Defects within the time pedod provided therefor, Buyer/City/Lessor may accept the title as
it then is, thereby waiving all objections to the Title Defects, or demand that the
Seller/Lessee cara such Title Defects in accordance with the obligation to ratain
unencumberad title to the Buyer/City/Lesser at the termination of the Lease.
SECTIONS, CONVEYANCE OF LAND AND iMPROVEMENTS AND PERSON,,~i
(a) Title to the Property shall be conveyed to the Buyer/City/Lessor by quit
claim granting, conveying and releasing the Seller/Lessee's interast to the Property,
including, but not limited to, those adsing under the Lease, free and dear of all liens,
encumbrances and matters whatsoever except the following:
(1) Taxes for the year of closing and subsequent years;
(2) Zoning, rastdctions, prohibitions and other raquiraments
imposed by governmental authority or as shown on the plat;
and
(3)
Easements for utilities, drainage and ingrass and egrass, and
a general ralease and satisfaction pertaining to the Lease.
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(b) Additionally, the Seller/Lessee shall provide to the Buyer/City/Lessor
an absolute bill of sale conveying to the Buyer/City/Lessor and warranting unencumbered
title to all personal property.
(c) The matters stated in this Section are defined as "Permitted
Exceptions" and there are no other exceptions to the Buyer/City/Lessor obtaining free and
clear title to the Property.
,~ECTION 6. SURVEY AND ENVIRONMENTAL AUDIT.
(a) The Buyer/City/Lessor, at Buyer/City/Lessor's expense, may have the
Property surveyed (or an existing survey recertified) within sixty (60) days after the Effective
Date. The Seller/Lessee agrees to reasonably and fully cooperate in this effort. The plats
of survey shall be prepared by registered and licensed Florida surveyors. The plats of
survey shall be certified to Buyer/City/Lessor and to the title insurance company. The plats
of survey shall reflect that the survey was performed (and the plats of survey were
prepared) in compliance with the Minimum Technical Standards for Land Surveying in the
State of Flodda (Chapter 21 HH-6, Florida Administrative Code). The plats of survey shall
locate all improvements on the Property as wall as all easements and other matters
affecting the Property as disclosed in the title insurance commitment referred to in Section
4. Buyer/City/Lessor shall take title to the Property subject to any matter that is disclosed
by said survey, unless Buyer/City/Lessor objects before the end of the Inspection Pedod.
(b) Buyer/City/Lessor may, at Buyer/City/Lessor's expense, and within
sixty (60) days after the Effective Date, obtain a so-called ~Level I Environmental Audit
Report" with respect to the Property prepared by a reputable environmental engineering firm
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reasonably acceptable to Buyer/City/Lessor as well as any other studies and investigations
relating to the Property. Should Buyer/City/Lessor require a so-called 'Level II
Environmental Audit Report" of the Property, Seller/Lessee agrees to allow and
Buyer/City/Lessor agrees to pay for said Level II Environmental Audit Report.
SECTION 7. INSPECTION PERIOD
(a) During the sixty (60) day pedod (herein referred to as the "Inspection
Period") from and after the Effective Date of this Contract, Buyer/City/Lessor shall have the
right to make and conduct, and to approve or disapprove, in its sole discretion, the results
of the following applications, inspections and investigations (hereinafter for convenience
collectively referred to as the 'Investigations"), and similar type investigations and
inspections all of which will be conducted at Buyer/City/Lessor's sole cost and expense:
(1) Physical inspection of the Property.
(2) Real estate tax bills and/or receipts in Seller/Lessee's
possession relating to the Property.
(3) All plans and specifications, if any, in Seller/Lessee's
possession, or under Seller/Lessae's control, relating to
the Improvements, if any.
(4) All assignments, releases, leases, licenses,
agreements, warranties, guarantees and third party
contracts relating to any portion of the Property.
(5) Seller/Lessee's liability insurance policies relating to the
Property.
(6) All permits, licenses and certificates relating to the
Property as may be in Seller/Lessee's possession or
under Seller/Les,see's control.
(7) All leases or licenses, if any, and outdoor sign
agreements, affecting the Property.
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(8) Investigations to determine the availability of necessary
utilities for operation of the Property.
(9) Such soil and environmental studies, engineering and
architectural analyses and studies as Buyer/City/Lessor
may desire.
(10) Demographic studies, market analyses, traffic counts,
traffic flow patterns, and the like.
(11) Investigation of any other matter or thing which
Buyer/City/Lessor deems appropriate concerning the
Property.
(b) Seller/Lessee shall deliver copies of the items set forth in Section 7(2),
(3), (4), (5), (6) and (7) to Buyer/City/Lessor within ten (10) days of the Effective Date
hereof. Buyer/City/Lessor may, at any time prior to the expiration of the Inspection Pedod,
terminate this Contract by wdtten notice to Seller/Lessee and, upon such timely termination,
all parties shall be released from further liability under this Contract, but the Seller/Lessee
shall continue to be fully obligated to perform under the Lease. In the event
Buyer/City/Lessor fails to terminate this Contract on or before the expiration of the
Inspection Pedod, Buyer/City/Lessor's right to terminate this Contract by reason of any
matter or condition which either was, or could have been disclosed, in or by virtue of the
Investigations prior to the expiration of the Inspection Period shall cease such that unless
Buyer/City/Lessor elects to terminate this Contract on or before expiration of the Inspection
Pedod as aforesaid, Buyer/City/Lessor shall be obligated to close hereunder with
Seller/Lessee provided: (i) Seller/Lessee fulfills Seller/Lessee's obligations hereunder
concerning conveyance of the Property to Buyer/City/Lessor subject only to the matters set
forth in Section 5, (ii) Seller/Lessee provides at Closing the written certification referred to
in Section 9 concerning the representations and warranties therein set forth, (iii)
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Buyer/City/Lessor has obtained conditional and final approval of the City Commission of the
City of Sanford to purchase the Property, and (iv) Seller/Leesee is not otherwise in default.
SECTION 8. RIGHT OF ENTRY.
(a) In addition to the BuyerlCity/Lessor's rights arising under the Lease,
the Seller/Lessee agrees that during the Inspection Pedod, Buyer/City/Lessor, through its
authorized agents, employees and/or independent contractors, shall be entitled to enter
upon the Property at all reasonable times to perform the Survey's and Investigations
referred to in Sections 6 and 7. The Seller/Lessee agrees to make available to
Buyer/City/Lessor, through its duly authorized agents, employees or independent
contractors, all books and records as described in Section 7 in Seller/Lessee's possession
or under Seller/Lessee's control relating to the Property. Such books and records may be
examined by Buyer/City/Lessor through its agents, employees and/or independent
contractors, at all reasonable times. No records may be removed from Seller/Lessee's
place of business. Provided this Contract is not terminated on or before the expiration of
the Inspection Period, Buyer/City/Lessor and Buyer/City/Lessor's agents, employees and
independent contractors shall be entitled to enter upon the Property at all reasonable times
following the expiration of the Inspection Pedod and through the date of Closing.
(b) To the extent permitted by law, Buyer/City/Lessor agrees to indemnify
and hold Seller/Lessee harmless against all liens (whether common law or statutory),
claims, demands, and causes of action, including reasonable attorney's fees at the thai
level and in any appellate proceeding, for non-payment of labor, services, or materials
rendered at the direction of Buyer/City/Lessor in connection with the completion or conduct
of the Investigations, and against liability for damage or injudes to persons or property,
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arising, directly or indirectly, from any activity on or in connection with the Property by
Buyer/City/Lessor, or its officers or employees. All activities carried out by
Buyer/City/Lessor on the Property in connection with the Investigations shall be so
conducted and carded out dudng normal business hours. Buyer/City/Lessor shall restore
the Property to substantially the same condition as it existed pdor to this Contract after
completing its investigations.
SECTION 9. REPRESENTATIONS AND WARRANTIES.
(a) Seller/Lessee warrants and represents that to SellerlLessee's best
knowledge and belief the representations and statements made in this Section are true and
correct as of the Effective Date of this Contract.
(b) Buyer/City/Lessor's obligation to close under this Contract is
conditioned and contingent upon delivery by Seller/Lessee to Buyer/City/Lessor at the time
of Closing of a written certification and agreement specifying that the representations and
warranties contained in this Section are true and correct as of the date of Closing.
(c) Seller/Lessee shall remain liable to Buyer/City/Lessor from and after
the date of Closing with respect to any damages suffered by Buyer/City/Lessor as a result
of such representations being false as of the date of Closing or in the event any such
warranties were breached as of the date of Closing; it being the intent of the parties that
although Seller/Lessee's liability shall survive Closing and continue following the Closing,
the determination as to whether a representation was false or a warranty breached shall be
made as of the date of Closing.
(d) The Seller/Lessee hereby warrants and represents to its knowledge
and belief that:
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(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Any and all real and personal property taxes on or
relating to the Property for years prior to the year of
Closing will have been paid in full.
All bills for work done or material furnished by or at the
request of Seller/Lessee to or for the improvement of
the Property will have been paid in full, or provision
made for payment, such that no lien therefor, whether
statutory or common law, may properly be filed or
enforced against the Property.
There is no pending or threatened eminent domain
proceeding by virtue of which any portion of the Property
will be taken.
There are no judgments, order or stipulations and there
are no legal actions, suits or other legal or administrative
proceedings pending or threatened which will affect the
Property.
Seller/Lessee has not received any notice from any
insurance company which has issued a policy or has
been requested to issue a policy with respect to any
portion of the Property, or any board of fire underwriters
or any other body exercising similar functions, requiring,
as a precondition to the issuance of any insurance policy
(or continuation of any existing insurance coverage), the
performance of any repair, alterations, or other work
which has not been Complied with.
No person, firm, corporation or other entity (except
Buyer/City/Lessor) has any contract, option or right of
any nature relating to the Property.
There are no management, service, supply or
maintenance contracts (hereinafter collectively referred
to as the "Service Contracts") which ara applicable to or
affect the Property except those which will be exhibited
to Buyer/City/Lessor during the Inspection Period. Said
Service contracts will be listed in a written schedule
which shall be furnished by Seller/Lessee to
Buyer/City/Lessor within the first ten (10) days of the
Inspection Pedod.
From and after the Effective Date, Seller/Lessee will not
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(9)
create or suffer the imposition of record of any
encumbrance or matter affecting title to the Property
without Buyer/City/Lessor's pdor wdtten consent, which
will not be unreasonably withheld or delayed.
From and after the last day of the Inspection Pedod,
Seller/Lessee will maintain the physical condition of the
Property in substantially the same condition as exists on
the last day of the Inspection Period, ordina~j wear, tear
and damage by casualty or the elements, and any taking
under the power of eminent domain, excepted. From
and after the last day of the Inspection Period,
Seller/Lessee shall not cause or suffer the removal of
any of the improvements to the Property unless the item
or items so removed is replaced by an item of
comparable quality serving the same or similar purpose.
Notwithstanding the foregoing provisions of this Section,
Seller/Lessee shall not be responsible for damage to
any of the improvements caused by Buyer/City/Lessor
or Buyer/City/Lessor's agents, employees or
independent contractors while performing the
Inspections referred to in Section 7.
(10)
(11)
There is no administrative or judicial proceeding pending
relating to the Property. Seller/Lessee will not, pdor to
Closing, initiate or institute any administrative or judicial
proceeding relating to the Property and will advise the
Buyer/City/Lessor in writing of any such matters initiated
by others relating to the Property.
Dudng the Inspection Period, Seller/Lessee, if
requested, will furnish to Buyer/City/Lessor, copies of all
water, sewer and electrical bills for the Property in
Seller/Lessee's possession or under Seller/Lessee's
control for the six (6) month pedod immediately pdor to
the Effective Date of this Contract.
(12)
Seller/Lessee warrants that there are no facts known to
Seller/Lessee materially affecting the value of the
Property which are not readily observable by
Buyer/City/Lessor or which have not been disclosed to
Buyer/City/Lessor.
(13) (1) Seller/Lessee represents and warrants that the
Property is not now being used and has not been
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(2)
used dudng the pedod of the Lease by any
business or other activity which uses or used
toxic chemicals, hazardous substances
(including, but not limited to, hazardous wastes)
or substances likely to infiltrate the soil or
groundwater and is not now being used and has
not been used dudng the pedod of the Lease as
a hazardous or toxic chemical storage facility.
Seller/Lessee represents and warrants that the
Property has not caused a violation of any
Federal, State or local law, rule, ordinance or
regulation relating to hazardous substances or
hazardous wastes, or to environmental
conditions on, under, on or about the Property,
including, but not limited to, soil and groundwater
conditions, since Seller/Lessee took possession
under the Lease.
(3)
Seller/Lessee agrees to indemnify, reimburse,
defend and hold harmless the Buyer/City/Lessor
from and against all demands, claims, liabilities,
fines, fees, losses or expenses (including
attoreey fees and costs, cleanup costs and fines)
by reason of liability, including, but not limited to,
any strict or statutory liability, imposed upon
Buyer/City/Lessor, arising out of or as a
consequence of the use of the Property by
Seller/Lessee as a hazardous waste or toxic
chemical storage facility.
(4)
The Seller/Lessee represents that there are no
hazardous wastes or other forms of
environmental contamination located in, on or
upon the Property resulting from the use of the
Property by the Seller/Lessee.
SECTION 10. DEFAULT AND REMEDIES.
(a) Default bv Buyer/City/Lessor and Remedies of Seller/Le-e-_~;:': In the
event Buyer/City/Lessor defaults in the timely performance of any of Buyer/City/Lessor's
obligations under this Contract, and the Seller/Lessee so notifies the Buyer/City/Lessor, all
Page 12 of 23
parties shall be released from further liability hereunder.
(b) Default bv Seller/Lessee and Remedies of Buver/Citv/Le-_~sor. In the
event Seller/Lessee fails, neglects or refuses to timely perform any of its obligations under
this Contract, Buyer/City/Lessor shall have either of the following remedies:
(1) Buyer/City/Lessor shall have the dght of action against
Seller/Lessee for specific performance. If the
Buyer/City/Lessor institutes an action for specific
performance, then in that event occurring, the prevailing
party shall also be entitled to recover costs and
reasonable attorney's fees incurred in any such action
and in any appellate proceedings stemming therefrom;
or
(2)
In the alternative, Buyer/City/Lessor may elect to
terminate this Contract by written notice to
Seller/Lessee.
(3) Buyer/City/Lessor may assert its right under the Lease.
SECTION 11. BROKERS.
(a) Buyer/City/Lessor represents and warrants to Seller/Lessee that
Buyer/City/Lessor has not dealt with any realtor, broker, or finder concerning the Property.
Seller/Lessee represents and warrants to Buyer/City/Lessor that Seller/Lessee has not
dealt with any realtor, broker or finder concerning the Property. The parties agree to
indemnify, defend and hold one another harmless with respect to any and all losses, costs,
damages or expenses arising out of, or attributable to, any claims to a finder's fee or
brokerage commission by any person or entity claiming a commission or finder's fee from
the other PartY by reason of acts or agreements of Buyer/City/Lessor. Seller/Lessee agrees
to indemnify and hold Buyer/City/Lessor harmless against any and all liability, losses, costs,
damages or expenses, arising out of, or attributable to, any claim to a finder's fee or
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brokerage commission predicated upon any alleged agreement between Seller/Lessee and
any such broker or finder.
(b) Each representation, warranty and agreement contained in this Section
shall survive Closing and delivery to Buyer/City/Lesser of the instruments transferring title
to the Property.
SECTION 12. DATE AND PLACE OF CLOSING/CONTINGENCY, This Contract
shall be closed in the offices of the closing agent, Stenstrom, Mclntosh, Colbert, Whigham
& Simmons, P.A., (sometimes herein referred to as the"Closing Attorneys"), 200 West First
Street, Sanford, FL, thirty (30) days following the expiration of the Inspection Period, unless
such Closing date is accelerated or extended in accordance with the terms of this Contract;
provided, however, that the Closing under this Contract shall not occur unless and until the
Buyer/City/Lessor has closed on the sale of the parcel described in Exhibit"C" for the sales
price of One Hundred Forty-Five Thousand Dollars ($145,000.00) with V.T., Inc. Within
thirty (30) days of the V.T., Inc. closing, this Contract shall be closed. If the closing of the
V.T., Inc. transaction has not occurred on or before December 31, 2003, this Contract shall
be automatically terminated and the parties shall be released from each other as to the
terms and conditions of this Contract, but not the Lease.
SECTION 13. DOCUMENTS FOR CLOSING,
(a) At the Closing, the Seller/Lessee will execute and deliver, or cause to
be executed and delivered, the following instruments and documents:
(1) A duly executed and acknowledged quit claim deed
granting, conveying and releasing to Buyer/City/Lessor
title to the Property as defined in this Contract.
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(2)
(3)
(4)
(5)
(7)
A general release of all rights arising under or pertaining
to the Lease.
An Assignment of all of Seller/Lessee's right (if any) in,
to and under any outstanding permits, licenses,
warranties and guarantees, if any, regarding the
Property to the full extent, if any, that such may be
assigned by Seller/Lessee to Buyer/City/Lessor.
A Lien, Possession and Encumbrance Affidavit
executed by Seller/Lessee certifying against any work
done or materials delivered or furnished to the Property
and/or the Improvements by or at the direction of
Seller/Lessee which could serve as the basis for a lien
(whether statutory or common law); such Affidavit to be
in form sufficient to enable the title insurance company
to delete the Standard Exception regarding mechanics
liens form the owner's title insurance policy to be issued
to Buyer/City/Lessor as specified in Section 4. Said
Affidavit shall also specify facts sufficient to allow the
deletion of"the gap" of"persons in possession" from the
Standard Exception regarding same.
Such Affidavit and other instruments and documents in
form reasonably satisfactory to the title insurance
company necessary to establish of record that the
signatures on the deed(s) and other instruments
conveying title to the Property are sufficient to bind the
Seller/Lessee and convey the Property to
Buyer/City/Lessor, that all requisite approvals under
Seller/Lessee'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 Seller/Lessee.
An Affidavit that all liabilities, claims, demands or
expenses of any kind against Seller/Lessee 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.
An absolute Bill of Sale with regard to any and all personal
property located in, on or upon the Property.
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(b)
Buyer/City/Lessor shall deliver at Closing, the following:
(1)
In the event Buyer/City/Lessor elects to assign its dghts
hereunder, a wdtten 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 Buyer/City/Lessor hereunder.
(2)
Payment (in cash, by cashier's check or by completed
bank wire transfer to an account designated by
Seller/Lessee) of an amount sufficient to complete
payment by the purchase price specified in Section 3
(US funds only).
SECTION 14, EXPENSES Seller/Lessee shall pay for the cost and recording of
any corrective instruments required to clear title caused as a result of the actions of the
Seller/Lessee. Buyer/City/Lessor shall pay the cost of documentary stamps to be affixed
to the quit claim deed, any survey that it may commission, the Level I and/or II
Environmental Audit Report that it may commission, the cost to record the deed, any title
insurance premium and other instruments and the cost for any inspections or testing under
Section 7.
SECTION 15. PRORATIONS AND ADJUSTMENT~,
(a)
The following are to be apportioned as of 12:01 A.M. on the date of Closing:
(1) Water charges and sawer charges, if any.
Real estate taxes and personal property taxes.
(2)
(3)
Such other items, if any, as are customarily adjusted between
buyers and sellers, it being intended that the items set forth in
this Section are illustrative only and that the parties will make
such other adjustments at or after Closing as are necessary so
that Seller/Lessee shall have all the benefits and burdens of the
Property up to and including midnight of the day preceding the
date of Closing and Buyer/City/Lessor shall have all the
benefits and burdens of the Property after midnight of the day
Page 16 of 23
preceding the date of Closing.
(b) The Seller/Lessee agrees to indemnify and hold the Buyer/City/Lessor
harmless of any and all liabilities, claims, demands and expenses concerning
Seller/Lessee's operation and management of the Property prior to the date of Closing,
including, but not limited to, attorney's fees and costs. The parties agree that should a
claim or lawsuit be directed to Buyer/City/Lessor to which this indemnity applies, that
Buyer/City/Lessor will furnish same to Seller/Lessee within ten (10) days by certified mail.
Seller/Lessee shall have ten (10) days in which to elect to resolve or defend the claim on
Buyer/City/Lessor's behalf. If Seller/Lessee fails to elect within said ten (10) day pedod,
Buyer/City/Lessor shall resolve or defend the claim on terms acceptable to
Buyer/City/Lessor.
(c)
date of closing.
The Seller/Lessee shall maintain insurance on the Property until the
SECTION 16, PRORATIONS OF TAXES I'REAL AND PERSONALi. 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 current year's assessment is not available, then taxes will be prorated based on
the prior year's tax; provided however, if there are completed improvements on the Property
by January 1 =t of year of Closing, which improvements were not in existence on January l=t
of the prior year, then taxes shall be prorated based upon the pdor year's millage and at an
equitable assessment to be agreed upon between the parties, failing which, request will be
Page 17 of 23
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.
SECTION 17. RISK OF LOSS_ In the event of any damage to the Property by fire
or other casualty that is covered by insurance and, considering its nature and extent, can
be repaired pdor to the date of Closing hereunder, Seller/Lessee 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 shall have been restored to a condition substantially equal to
or batter than that existing immediately pdor to the fire or casualty).
SECTION 18, RADON Radon is a naturally occurring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present a health dsk to persons
who are exposed to it over time. Levels of radon that exceed Federal and State guidelines
have been found in buildings in Fiodda. Additional information regarding radon and radon
testing may be obtained from the County health unit.
SECTION 19. MISC;I I ANEOUS.
(a) The parties hereto agree that neither this instrument nor any notice or
memorandum thereof shall be recorded in any public records within the State of Florida.
Notwithstanding the foregoing, Seller/Lessae acknowledges that Buyer/City/Lessor is
subject to the Florida Public Records Law and cannot prevent disclosure of this Contract
Page 18 of 23
except as sat forth in Section 166.045 and Section 119.07(3)(n), Florida Statutes, and the
Constitution of the State of Flodda.
(b) Seller/Lessee agrees that for a period of six (6) months, upon request
of the Buyer/City/Lessor, after the date of Closing Seller/Lessee shall reasonably cooperate
with Buyer/City/Lessor of information conceming the Property and relating to pedods prior
to the date of Closing provided that the requested information is readily available to
Seller/Lessee from Seller/Lessee's books and records and provided further that
Buyer/City/Lessor reimburses to Seller/Lessee, in advance, Selier/Lessee's costs and
expenses in procuring and furnishing such requested information to Buyer/City/Lessor.
(c) 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.
(d) The provisions of this Contract shall bind and inure to the benefit of the
heirs, personal represantatives, successors and assigns of the parties. Buyer/City/Lessor
may assign its dghts hereunder. Any such assignment shall be by written instrument
executed by Buyer/City/Lessor and such assignee and in which said assignee assumes and
agrees to perform all of the obligations of Buyer/City/Lessor hereunder.
(e) This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida.
(f) This Contract (and all exhibits thereto) constitutes the entire
understanding and agreement between the parties hereto with respect to the subject matter
Page 19 of 23
hereof. No modification or amendment of this Contract shall be valid and binding upon the
parties unless in wdting and executed by the parties to be bound thereby. The provisions
of this Contract shall survive Closing and delivery of the deed and other Closing documents
and shall not be extinguished by merger,
(g) In connection with any litigation, including, but not limited to, appellate
proceedings, adsing out of this Contract, the prevailing party shall be entitled to recover all
costs and reasonable attorney's fees.
(h) 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. 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. As used herein, "Effective Date"
shall mean the date on which the City Commission of the City of Sanford, Florida has
conditionally approved this 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. Time is of the essence of this Contract.
(i) The fact that one of the parties may be deemed to have drafted or
structured any provision hereof shall not be considered in construing the particular provision
either in favor of or against such party.
(j) All monies to be paid hereunder, whether the purchase pdce of the
Property, or otherwise, shall be paid in cash, by cashier's check or by completed bank wire
transfer of Federal funds to an account designated by the recipient (US funds only).
(k) The Escrow Agent or the Closing Attorneys receiving funds and/or
Page 20 of 23
instruments is authorized and agrees by acceptance thereof to hold same in escrow and
to deliver and disburse same (subject to clearance of checks), in accordance with the terms
and conditions of this Contract. In the event of doubt es to its duties or liabilities under the
provisions of this Contract, the Escrow Agent or the Closing Attomeys may, in its or their
sole discretion, continue to hold the monies and/or instruments which are the subject of the
escrow until the parties mutually agree to the delivery and/or disbursement thereof, or until
a judgment of a court of competent jurisdiction shall determine the rights of the parties
thereto, or it or they may deposit all the monies and/or instruments then held pursuant to
this Contract with the Clerk of the Circuit Court of Seminole County, Florida, and, upon
notifying all parties concerned of such action, all liability on the part of the Escrow Agent
and/or the Closing Attorneys (as appropriate) shall fully terminate, except to the extent of
accounting for any monies and/or instruments theretofore delivered out of escrow. In the
event of any suit between the parties wherein the Escrow Agent and/or the Closing
Attorneys is made a party, or in the event of any suit wherein the Closing Attomeys and/or
the Escrow Agent interpleads the subject matter of the escrow, the Closing Attorneys shall
not be disqualified from representing the Buyer/City/Lessor and/or Seller/Lessee hereunder
and the Escrow Agent and/or the Closing Attorneys shall be entitled to recover a
reasonable attorney's fee and costs incurred, said fees and costs to be charged and
assessed as court costs in favor of the prevailing party.
(I) This Contract is conditioned upon and subject to the conditional and
final approval of the City Commission of the City of Sanford, Florida, compliance with
Section166.045, Florida Statutes, and the Charter of the City of Sanford, Florida, as well
as any other requirements of FIodda laws.
Page 21 of 23
(m) The parties agree that signatures by facsimile transmission shall be
binding,
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
instrument on the day and year indicated below.
Signed, sealed and delivered
in the presence of:
Seller/Lessee:
SANFORD GYMNASTIC
ASSOCIATION, INC.
Printed Name
Date ~ ' '
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
The fot'eg(~ing instrument was acknowledged before me this ) ~day of January,
2003, by ~ L~:;Jll ~-~n~-t-~- --~--'~-'~s ~-~; ~ cr,~ forSanford
Gymnastic Association, Inc. who is personally known to me or who produced his/her
Florida Ddver's License as identification.
Notary Public
Pdnted / 'l'yped Name
Page 22 of 23
ATTEST:
,J~net R. Dougherty, C~ Clerk ~/
Buyer/City/Lessor: CITY OF SANFORD,
FLORIDA
STATE OF FLORIDA )
COUNTY OF SEMINOLE )
.,z~p~_' L The foregong n~trument was acknowledged before me this ¢/~7~ day of
[;~eel~e~, 2003, by ~:~)~,~/y'~ ,~.~s~-~.~ ,~F as ~.r_.f~ ~ 'for
Brady Lessard, Mayor ~3f the City of Sanford, wh~ is personall~ known to me or who
produced his/her Florida Driver's License as ide?ltifi~ation.~
////
(Seal) ~lot~-y Public
~ JO¥CE R. McCOY
f~ ~ Notary Pub~,: S!ate of Ronda
'%.) My co!IHn a×'~res 0,% 02, 2005
~ ?o DD76000
thru Ashtoo Agenc¢ !; ~ t0~451-a854
Page 23 of 23
Seminole County Property Appraise~ Get Information by Parcel Number Page 1 of 1
PARCEL DETAIL
:
2003 WOR~NG VALUE SUMMARY
GENE~L Value M~h~: ~et
Pam~ Id: ~-2041~-
~-~10 T~ D~t~: S1-SANFORD Nu~r of BulMIn~s: 1
~ne~ ~NFORD CI~ ~s: ~ ~pm~t~ Bl~ Value: ~18,~2
OF CHARITABL~IVlC
Add.s: PO BOX 1788 ~d V~ue (Ma~): $~,~1
C~,6~e~pC~e: SANFORD FL ~ ~nd V~ue Ag: $0
Pm~y Address: ~1 ~H PL E Ju~Ma~ Value: ~1,~3
F~ Na~: KIWANIS PARK
~n ~MUNICIPA~C:PUB SC ~ Valu~ ~1,~3
T~Me V~ue: $0
ULES 2002 VALUE SUM~RY
~ ~m ~ok Page A~unt V~lmp 2002 T~ Bill A~u~: $0
Find Comparable Sal~ w~hin th~ DOR C~e
~ND
~nd Asses Me~ Fmn~ge ~ffi ~d Un8 md LEGAL DESCRIPTION P~T
Un~ PH~ VNue ~G LOTS 1 TO ~ & 1~ OF VACD ST ON E BLK 6
FRONT FOOT & PALM TER~CE
DEPTH ~ 251
PB 4 PG 82
ACR~GE 0 0 3.~ 8,2~.~ $~,~
BUILDING INFO~A~ON
Bid Num ~d C~ss Year BE Fi~u~ Gmss SF ~Hes ~ Wall Bid Value E~ C~ N~
1 RESIDENTIAL 1~ 4 10,~ 1 METAL PREFINISHED ~18,~2 $~1,~6
~TE: A~ va~es sho~ am NO T ce~d valu~ and ~em~m am su~ to chan~ be~m being ~a~ed ~r ~ vgomm tax
.6?RIL ,
Municipal
SANFORD
Sanford,
LEASE II
THIS LEASE, made and entered into this ~Sth- day of
A.D., 1988, by and between CITY OF SANFORD, FLORIDA, a
Corporation, hereinafter called "Lessor',, and the
GYMNASTICS ASSOCIATION, INC., a Florida corporation,
Florida, hereinafter called - ,,
Lessee ,
WI TNE S S E TH:
For and in consideration of the sum of ONE DOLLAR, per
year, together with other good and valuable consideration, as
well as the COvenants and agreements hereinafter contained,
Lessor does rent and hire unto Lessee and Lessee rents and hires
from Lesson the property in the City of Sanford, Florida,
described in the Exhibit attached hereto and m~de a part hereof
upon the following terms and conditions~
1. The term of this Lease shall be for a period of thirty
(30) years, said term shall commence on January 1,
1988, and terminate on December, 31, 2017. The rental
sum shall be the sum of ONE AND NO/100 ($1.00) DOLLAR
per year, the ONE AND NO/100
above being the consideration
term of this Lease.
($1.00) DOLLAR recited
for the first year of the
Lessee shall have the right to use the property which
is the subject matter of this Lease for gymnastics
purposes. Lessee agrees to proceed within 180 days of
the execution of this Lease to make improvements on the
property and to complete them within 365 days of the
execution of this lease.
The Lessor during the entire term of this lease
,.
reserves the right to vacate or create utility
easements on the leased premises and further reserves
the right to utilize, where appropriate and feasible in
Lessor's sole discretion, the premises for reclaimed
water irrigation purposes. If so utilized Lessor shall
install, maintain and operate the reclaimed water
irrigation system. The same shall not operate so as' to
interfere with Lessee
e building.
Lessor during the entire term of thi~ lease reserves
for itself and the general public
Lessor and the general public the
all parking areas and outside entrance
facilities constructed by Lessee. The use
parking areas and outside restroom facilities
and Lessee grants to
right to use any and
restroom
of the
shall be
available to the general public in connection with the
general public's use and enjoyment of the public park
area adjacent to the parcel subject to this lease.
At any time Lessee ceases to utilize the property for
gymnastics purposes, this Lease shall immediately
terminate and shall be of no further force and effect.
A Plan of improvements and time schedule shall be
presented to Lessor for
(60) days of the Lease.
by Lessee and Lessor
with.
approval within the first sixty
The schedule as may be amended
shall be followed and complied
Th~ parties specifically agree that all improvements
which are made on the property which are of a permanent
nature and affixed to the land shall remain on the
leased premises at the termination of this Lease and
shall be considered the property of the Lessor. Lessee
shall, during the term of this Lease, and at its
expense, perform all necessary maintenance and repairs
to any facilities and structures which are erected on
the leased premises, including parking areas. Lessee
shall maintain grounds in condition acceptable to
Lessor.
Construction on the site and use of the site will be
city codes relative to these
subject to all applicable
matters.
Lessee at all times will indemnify and save Lessor
harmless from any and all fault, liability, damage,
-2-
10.
suits, or other costs arising out of ~%r in any way
connected with the use or occupancy and improvements to
the demised premises by Lessee, and in connection
therewith, will maintain in force during the lease term
a policy or policies of insurance protecting Lessor in
less than ONE HUNDRED THOUSAND AND NO/100
a sum not
($100,000.00)
person and
($300,000.00)
accident,
($25,000.00)
also carry
DOLLARS for personal injury to any one
THREE HUNDRED THOUSAND AND NO/100
DOLLARS for persgnal injury from any
in an amount equal to full
Lessor as additional insured.
Lessee shall not assign this
portion of the leased premises
written consent of Lessor.
and TWENTY FIVE THOUSAND AND NO/100
DOLLARS property damage. Lessee shall
fire insurance on any buildings constructed
insurable value, naming
Lease or sublet any
without the express
Lessee shall pay all taxes, both real and personal, if
any, caused by the improvement of the leased premises
and construction of a building thereon, other than a
reclaimed water irrigation system.
IN WITNESS WHEREOF, the
this Lease in Seminole County,
hereinabove written.
Witnesses:
parties hereto have executed
Florida, on the day and year
CITY OF SANFORD, FLORIDA,
a Municipal Corporation.
' U Mayor
~__~y Clerk~,/
-3-
Witnesses:
SANFORD GYMNAStiCS ASSOCIA-
TION, INC., a Florida Corpora-
tion.
· J ~resident ' // ~
Secretary
-4-
EXHIBIT
Legal description of property described in Lease
between CITY OF SANFORD, FLORIDA and the SANFORD GYMNASTICS
ASSOCIATION, INC.
Lots 1 through 5 and 16 through 20, Block 6,
PALM TERRACE, according to plat thereof as
recorded in Plat Book 4, Page 82, Public
Records of Seminole County, Florida, TOGETHER
WITH the Right of Ingress and Egress to said
property over the West 20 feet of Lot 1,
Block 6, and the East 20 feet of Lot 16,
Block 6, PALM TERRACE, Plat Book 4, page 82,
Public Records of Seminole County, Florida.