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1695 Pin Yu Chang Sale contractI I'�rti L ?'Y i L���I M -' < t =� SALE AND PURCHASE CONTRACT PIN YU CHANG AS SELLER AND THE CITY OF SANFORD AS BUYER THIS SALE AND PURCHASE CONTRACT, made by and between PIN YU CHANG, whose address is 12320 Rivers Edge Drive, Potomac, Maryland 20854 -1072, (the "Seller"), and THE CITY OF SANFORD, FLORIDA, a Florida municipality, whose mailing address is 300 North Park Avenue, Sanford, Florida 32772 (the "City"), effective as of the date of the acknowledgment of the last party to execute this Contract ( "Contract Date "). SECTION 1. THE PROPERTY. Subject to the terms and provisions hereof, the Seller agrees to sell to the Purchaser, and the City agrees to purchase from the Seller, that certain real property located in Seminole County, Florida, which is assigned Tax Parcel Number 25- 19 -30- 501 - 0000 -0410, by the Seminole County Property Appraiser as set forth in the printouts attached to this Contract, together with all rights, title and interest of the Seller in and to that portion of any and all roads, easements, streets, and ways bounding the land, if any, and rights of ingress and egress, if any, (the "Property "). The Property is generally located at 312 East Commercial Street within the City of Sanford in Seminole County, Florida, said property being the property that is referenced in the attached excerpt from the data of the Seminole County Property Appraiser as set forth as the Exhibit to this Contract. SECTION 2. PURCHASE PRICE AND EARNEST MONEY. (a). The purchase price for the Property shall be the net price, except for the payment of any past -due ad valorem taxes and the pro- ration of current year ad valorem taxes which shall be paid at closing out of sales price, of Four Hundred Eighty-One Page - 1 - Thousand Eight Hundred and Eighty -Four Dollars and No /100ths Dollars ($481,884.00), net to Seller as set forth herein (the "Purchase Price "). The Purchase Price, as adjusted as set forth herein, shall be paid in cash, wired funds or certified check, as designated by the Seller, at closing (the "Closing "). (b). At the time of delivering of this Contract to the Seller, the City shall deliver to William L. Colbert, Esquire, of the law firm of Stenstrom, McIntosh, Colbert & Whigham, P.A., of Sanford, Florida (the "Escrow Agent'), the sum of Five Thousand and No /100ths Dollars ($5,000.00) constituting earnest money (the "Deposit"). The City and the Seller hereby recognize that the Escrow Agent has relationships with, and from time -to -time and has represented, the individuals constituting the City. (c). The Seller and the City hereby authorize the Escrow Agent to hold the Deposit with the understanding that (1) the Escrow Agent is not a party to this Contract and does not assume any liability for performance or non - performance of the parties; (2) the monies will be held in a non - interest bearing account to be maintained in Lake Mary, Florida and may be co- mingled with funds unrelated to the transaction contemplated by this Contract; (3) in the event there is any dispute or question between the parties as to the entitlement or disbursement of the Deposit, the Escrow Agent is authorized to interplead the Deposit into a court of competent jurisdiction and to recover from said fund its costs (including reasonable attorney's fees for the filing of the action) in such proceeding; and (4) the Escrow Agent will not be liable for any disbursement of the Deposit based upon its good faith interpretation of this Contract. (d). This is not a residential real estate transaction. This is a commercial real estate transaction with the parties being equally cognizable of the matters set forth herein, being equally sophisticated in real estate transactions, and this Contract having P 't e Page - 2 - been negotiated in good faith at arm's length. SECTION 3. SURVEY AND TOPO. During the Inspection Period (defined below), the City may, at its option and sole and exclusive expense, obtain a boundary survey (the "Survey ") of the Property and a topographical survey which surveys shall be non - intrusive. SECTION 4. TITLE INSURANCE. (a). During the Inspection Period, the City shall obtain and pay for a commitment (the "Title Commitment ") from a title insurance company (the "Title Company ") designated by the Escrow Agent, as agent for the City , acting through the City's legal counsel as its local agent, for the issuance of an owner's marketable fee simple title insurance policy (the "Title Policy ") on the Property in the amount of the Purchase Price. Upon full execution of this Contract, the City hereby authorizes and directs the Escrow Agent to procure the Title Commitment. The City shall have until five (5) business days prior to the expiration of the Inspection Period to review the Title Commitment and to notify the Seller 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 City's contemplated development. The City shall give Seller notice of any objections to matters set forth in the Title Commitment or survey however the Seller shall have no obligation to cure such objections of any type or nature. In the event the City shall give Seller timely notice of any objections to matters set forth in the Title Commitment or survey which materially affect Seller's ability to convey good and merchantable fee simple title to the City or constitute a material encroachment on the property herein described, the City may: (1). waive the title objections and close the sale and purchase; or Page -3- ��� (2). terminate this Contract and obtain a refund of the Deposit, in which event all rights and obligations between the parties shall be null and void. (b). Any matters reflected in the Survey or the Title Commitment to which the City does not timely object (the "Permitted Exceptions ") shall be deemed acceptable to the City. The premium for the Title Policy shall be paid at the Closing by the City. Any and all search fees and Title Commitment fees shall be paid by the City. (c). The City may not terminate due to threatened or pending condemnation proceedings affecting the Property at any time prior to Closing. SECTION 5. INSPECTION PERIOD. (a). The City shall have the right to terminate this Contract at any time on or before midnight on the date that is thirty (30) days after the Contract Date (the "Inspection Period ") if the City, in its discretion, determines that its due diligence in determining whether or not to Close this Contract, in which decision the Seller shall have no duties, responsibilities or obligation of any type or nature whatsoever and the City hereby confirms that it is not relying upon any information provided by the Seller in making its decision(s). In the event that the City makes such determination during the Inspection Period and gives the Seller notice of its election to terminate this Contract, then the Escrow Agent shall deliver the Deposit to the City and, upon payment of the Deposit to the City, all rights and obligations hereunder shall become null and void. Such due diligence by the City may include a review and analysis of whatsoever type or nature as the City may determine is warranted based upon the conceived use of the Property, but the Seller shall have no duty or obligation of any type or nature whatsoever as to the due diligence inspection, analysis and evaluation of the Property conducted by the City. (b). If the City elects not to terminate this Contract under the provisions of Page - 4 - ? i C Subsection (a) relating to the Inspection Period, the parties shall diligently proceed to the Closing of this Contract within thirty (30) days thereafter. If the City shall fail to timely close the transaction, then the Escrow Agent shall deliver the Deposit to the Seller and all rights and obligations hereunder shall become null and void. SECTION 6. CONDITIONAL RIGHT OF ENTRY. The City or its agents shall be entitled to enter upon the Property at any reasonable time after the Contract Date and after notice being given to the Seller for the purpose of conducting a boundary survey and topographical survey. Additionally, the City or its agents may enter upon the Property at any reasonable time and after notice being given to the Seller and any tenant in occupancy of any portion of the property herein described after the Contract Date for the purpose of conducting soil evaluations for the purposes set forth in Section 5. The City shall indemnify and hold the Seller and any tenant in occupancy of any portion of the property herein described harmless from any damage to the Property arising from the City's exercise of its right of entry. SECTION 7. WARRANTIES. (a). The Seller hereby represents and warrants to the City that: (1). The Seller has good and merchantable fee simple title to the Property free and clear of all liens and leasehold interests (including ad valorem taxes which the Seller shall pay as set forth herein) and that the Seller can convey the same with such good and clear title and the Seller will terminate the month -to -month tenancy with Abundant Harvest Church and any other tenant and cause all tenants to vacate the Property prior to Closing; (2). The Seller has no notice or information of any litigation or administrative proceeding threatened or pending against the Property or the Seller's Page - 5 - r 1 c interest in it; (3). The Seller makes no representation relative to the presence of hydrocarbons, hazardous wastes, toxic materials, asbestos or environmental pollutants on the Property, but shall not cause or authorize any of the same to be introduced to the Property while this Contract is in force and the Property shall be purchased "AS IS"; (4). For the period in which this Contract is in force, the Seller shall not, without the City's written consent, execute any easements or restrictions or otherwise take or permit any action which would constitute an exception under the Survey, Title Commitment or Title Policy. (5). The Seller makes no warranty with regard to the condition, composition or status, whatsoever, of any structure on the Property and the matters set forth in the provision above pertaining to the City's due diligence and, the Property shall be purchased "AS IS ". (b). Should any representation by the Seller herein prove significantly and a materially false as set forth herein, the City shall be entitled to terminate this Contract and have the Deposit refunded to the City, in which event all rights and obligations hereunder shall terminate; provided, however, that the Seller shall have no obligations of any type or nature relative to the condition of the Property and its improvements. SECTION 8. REAL ESTATE COMMISSIONS. (a). Upon Closing of this Contract, the Seller shall pay to Hasson Real Estate & Management LLC the sum of Twenty-Eight Thousand Nine Hundred And Thirteen and No /100ths Dollars ($28,913.00) which sum shall be paid from the proceeds at Closing and deducted from the Purchase Price. The Seller hereby represents to the City that she shall pay any and all other real estate commissions due relative to this Contract to Page - 6 - N include, but not be limited to, payment to Hasson Real Estate & Management LLC. (b). Aside from the provisions of Subsection (a), each party represents and warrants to the other that no other real estate or other commissions or fees are now due or pending in connection with the sale contemplated by this Contract. If any other commissions or fees arise in the nature of a real estate commission, such commission(s) shall be the sole obligation and expense of City and City shall prior to Closing provide Seller with a release from each person or entity receiving a portion of any commission(s) executes a release of any lien it may have for such fee or commission for the benefit of the Seller. The City indemnifies and holds the Seller harmless and the Seller indemnifies and holds the City harmless for any and all costs or liability resulting from said party's contact or relationship, of whatsoever type or nature, with any other broker, salesperson, finder or similar person or entity of whatsoever type or nature and with respect to any loss, cost, damage or expense arising out of, or attributable to, any claim to a finder's fee or brokerage commission by any person or entity claiming a commission or finder's fee by reason of acts or agreements of any party or predicated upon any alleged contract between such broker, salesperson, finder or other claimant. (c). Each representation, warranty and agreement contained in this Section shall survive Closing and delivery to the City of the instruments transferring title to the Property. SECTION 9. ATTORNEY'S FEES. Each party agrees to pay its own attorney's fees; provided, however, that the City shall pay all settlement fees relating to the Closing and the preparation of this Contract; provided, further, however, that the City shall pay the Seller's attorneys fees in the event that the Seller is required to enforce the provisions of this Contract. Page - 7 - Pf (- SECTION 10. CLOSING PLACE AND TIME. The Closing shall occur at the law offices of Stenstrom, McIntosh, Colbert & Whigham, P.A., 1001 Heathrow Park Lane, Suite 4000, Lake Mary, Florida at such time as set forth herein or as agreed to by the parties or the Closing shall occur by mail upon the request of either party as set forth herein. SECTION 11. OBLIGATION TO CLOSE. (a). The City's obligation to close the sale contemplated hereby is expressly conditioned upon: (1). all of the Seller's covenants and obligations being fully performed or performance waived by the City; and, (2). all representations and warranties made by the Seller in this Contract being true and correct as of the Closing. (b). If the sale contemplated hereby is not consummated due to a default or inability to perform on the part of the Seller, then the Deposit shall be returned to City by the Escrow Agent upon notice of said default or inability being provided to the Escrow Agent and neither party shall have any further liability to the other. SECTION 12. SELLER'S REMEDY. In the event: that (1) all of the Seller's representations and warranties are true at the Closing; (2) the Seller is able to deliver insurable title to the City subject only to the Permitted Exceptions; (3) all of the covenants and obligations which are required to be performed by the Seller in this Contract are fully performed; and, (4) performance of this Contract is tendered by the Seller and the City fails or refuses to consummate the sale through no fault of the Seller, or the City elects not to close this Contract during the Inspection Period; then the Deposit shall be delivered to the Seller as liquidated damages Page - 8 - �� and no other rights or remedies shall be enforceable by or available to the Seller against the City or its assigns unless the City has otherwise breached its obligations under this Contact, such as, by way of example, providing adverse information to a third party relative to the condition of the Property. It is recognized by the parties that the withdrawal of the Property during the Inspection Period from the real estate market is a benefit to the City and a detriment to the Seller the value of which cannot be reasonably articulated or computed by the use of a precise formula or methodology as a result of the typical fluctuations of the price of real property in the commercial real estate market. Accordingly, the parties have agreed that the transfer of the Deposits to the Seller upon failure of the City to close this transaction as provided herein is a reasonable method to compensate the Seller for the economic loss incurred to the Seller resulting from taking the Property off of the commercial real estate market. SECTION 13. ASSIGNMENT. The City shall not be entitled to assign its rights, title and interest in this Contract unless approved in writing by the Seller. SECTION 14. CLOSING. (a). At Closing: (1). The Seller shall deliver a warranty deed for the Property to the City. The City shall pay all transfer taxes and any other costs of recording the deed. (2). Possession of, and title to, the Property "AS IS "shall be delivered to the City by the Seller as set forth herein. (3). The Seller shall furnish such typical affidavits as shall be reasonably required by the Title Company to remove from the Title Policy the standard printed exceptions, such affidavits to comply with Section 1445 of the Internal Revenue Code Pfc Page - 9 - (certifying that the Seller is not a foreign person) and such other typical documents reasonably required by the Title Company. (4). Ad valorem taxes for the current year at the current rate shall be prorated as of the date of Closing and shall be paid by the Seller together with any past -due ad valorem taxes. There will be no adjustments when said taxes are determined. (b). If all requirements for Closing are met and the Seller is not in default hereunder, the City shall deliver the Purchase Price, as set forth herein, to the Seller. SECTION 15. NOTICES: (a). All notices required or permitted hereunder shall be in writing and deemed delivered when: (1). actually received in person if hand - delivered, (2). deposited with an overnight courier, or (3). deposited in the U.S. Mail, certified letter, return receipt requested To the City: Lonnie N. Groot, Esquire Stenstrom, McIntosh, Colbert & Whigham, P.A. 1001 Heathrow Park Lane Suite 4000 Lake Mary, Florida 32746 To the Seller: Ms. Jean Hasson Real Estate Broker & Business Consultant Real Estate & Management LLC 14394 Via Royale Suite 4 Delray Beach, Florida 33446 Phone: 561.901.6330 Email: jean @jeanhasson.com Page - 10 - r /,f To the Escrow Agent: William L. Colbert, Esquire Stenstrom, McIntosh, Colbert & Whigham, P.A. 1001 Heathrow Park Lane Suite 4000 Lake Mary, Florida 32746 or such other address as delivered in writing to the other parry. (b). The parties hereby designate the above -named persons as representatives who shall be authorized to act on behalf of the parties with respect to their communications with one another under the terms of this Contract. The parties shall have the right to replace their representatives at any time without cause by delivering written notice of such replacement to the other party. (c). E -mails to a party shall not constitute valid notice under the provisions of this Contract. SECTION 16. CONTRACT DATE. The Contract Date or "the date hereof' is the date of execution by the last party (including the Escrow Agent) to execute this Contract. SECTION 17. EXPENSES. The City shall pay for the cost and recording of any corrective title instruments; provided, however, that the tax - exempt status of the City is hereby noted above. The City shall also pay the cost of any surveys, tests or evaluations that it may commission, any environmental audit reports that it may commission, the cost to record the general statutory warranty deed, as aforesaid, and the cost for any inspections or testing, any documentary stamps to be affixed to the general warranty deed and the premium for the owner's title insurance policy. Page - 11 - " ` c c Page - 12 - SECTION 18. SPECIAL ASSESSMENT LIENS. If at any time before the Closing of title, the property to be conveyed, or any part thereof, shall be or shall have been the subject of any assessment or assessments for improvements or facilities in existence and installed on the Contract Date which are payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Contract, all the unpaid installments of any such assessment which are then due and payable, shall be paid by the City at or prior to Closing, and all unpaid installments of any such assessment which becomes due and payable on or after the Closing of title shall be the responsibility of the City. SECTION 19. RISK OF LOSS. In the event of any damage to the property to be conveyed by fire or other casualty, this Contract may not be terminated by the City, but Seller shall assign all insurance proceeds to the City. SECTION 20. RADON; FLOOD PRONE AREAS; ASBESTOS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present a health risk to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Seminole County health unit. Likewise, the properties may be subject to flooding and it is the obligation of the respective grantee to ensure that they are satisfied with the condition of the property to be conveyed in all respects. Also, the properties may contain asbestos and require remediation. Thus, it is incumbent upon the parties to evaluate that matter in the context of this Contract. Page - 13 - ` C SECTION 21. PUBLIC RECORDS. The parties hereto agree that after the expiration or waiver of the Inspection Period, this instrument may be recorded in public records and Seller acknowledges that the CITY is subject to the Florida Public Records Law and cannot prevent disclosure of this Contract except as set forth in Section 166.045 and Section 119.07(3) (n), Florida Statutes, and Article I, Section 24 of the Constitution of the State of Florida. SECTION 22. OBLIGATION RELATIVE TO TITLE INSURANCE. Any instrument, assurance or deposit made or given in order to cure a defect in title shall be in such form, on such terms, under such conditions and in such amount as may be reasonably required by the title insurance company insuring title to satisfy said company sufficiently for it to ascertain and accept the facts and /or omit (or insure over) any exception to title not permitted under this Contract. SECTION 23. HEIRS AND ASSIGNS. The provisions of this Contract shall bind and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. The respective grantee may assign its rights hereunder. Any such assignment shall be by written instrument executed by the respective grantee and such assignee and in which said assignee assumes and agrees to perform all of the obligations of the respective grantee hereunder. SECTION 24. LITIGATION COSTS. In connection with any litigation including, but not limited to, appellate proceedings, arising out of this Contract, the prevailing party shall be entitled to recover all legal charges, expenses, costs and reasonable attorney's fees. Page - 14 - r t c SECTION 25. SECTION HEADINGS /CAPTIONS. The section headings herein contained are inserted for convenience of reference only and shall not be deemed to be a part of this Contract; they shall be ignored in construing this Contract. SECTION 26. GOVERNING /CONTROLLING LAW. This Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. SECTION 27. VENUE. Venue_for any_legal_proceeding related -to this Contract shall be in the Eighteenth _ - - -- 1Formattw. Engrish(un1WStates) Judicial Circuit Court in and for Seminole County, Florida. SECTION 28. CONSTRUCTION OR INTERPRETATION OF CONTRACT. The fact that one of the parties may be deemed to have drafted or structured any provision hereof shall not 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 a party may have drafted this Contract, or caused this Contract to be drafted, 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 to implement a commercial real estate transaction at arm's length and in good faith. SECTION 29. COUNTERPARTS. This Contract may be executed by the parties in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall be deemed one and the same Contract. In the event this Contract is executed in counterparts, the Effective Page - 15 - p y c Date of this Contract shall be determined with reference to the date of the last execution of any of the counterparts., Formatted: Eng�lsn united states) SECTION 30. TIME OF THE ESSENCE. Time is of the essence in the performance of the Contract. The parties agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Contract. SECTION 31. EXHIBIT. The Exhibit attached to this Contract is hereby incorporated into this Contract by this reference thereto as if fully set forth in the text of this Contract verbatim. SECTION 32. ENTIRE CONTRACT; INTEGRATION OF TERMS; MODIFICATION. This Contract (and the Exhibit thereto) constitutes the entire integrated understanding, agreement and contract between the parties hereto with respect to the subject matter hereof. No modification or amendment of this Contract, or any term or condition of it, shall be valid and binding upon the parties unless in writing and executed by the parties to be bound thereby. Each person executing this Contract warrants and represents that persons' full authorization to do so. This Contract constitutes the entire contract between the parties pertaining to the subject matter hereof and supersedes any and all prior and contemporaneous contracts and understandings of the parties. IN WITNESS WHEREOF, the parties hereto have executed and delivered this instrument on the days and year indicated below and the signatories below hereby represent that they have full authority to execute this Contract and to bind the parties set forth herein. SIGNATURE PAGES FOLLOW: Page - 16 - 0- f C Formatted: Justified, Level 1, Don't adjust right indent when grid is defined, No widow /orphan control, Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers Wi�. --!' Number One Printed Name: Wits Number Two rinted Name: STATE OF Q COUNTY OF s s SELLERIPIN YU CHANG: By: /* �. Pin Yu Chang �Z// Date Executed: r / _ [ �7 . A ► Cep T i' 14 :4 91e i 1 I #I ► i I, the undersigned authority, a Notary Public, in and for said State at Large who is authorized to take acknowledgments, do hereby certify that Pin Yu Chang, being duly sworn, acknowledged before me that she executed the foregoing document, said person being personally known to me, on this day that she, being informed of the contents of said instrument, she executed the same voluntarily. Given under my hand and official seal this f day of ce, � c�� -.jt' 2014. NOTARY PUBLIC My commission expires: j SIGNATURE PAGE FOLLOWS: Page - 18 - SEAN R. BLAKE P: c,;rmission # 1983484 Notary R�jiblic - Cali fornla Sao ':Ateo count, t,.`Y Comrn.'•' -'rWS i u n 28, c I_i ATTEST. THE CITY OF BY,- 6ynthi6 ortsr, City Clark Jeff Triplett Mayor Date Execute( Approved as to form and correan root Assistant City Attorney ,PIGNATURE PAGE FOLLOWS: Page -17- f y (. AGREEMENT OF ESCROW AGENT 4, � �Z� �' �-z � __ . i m L. Colbert, E uir Stenstrom, McIntosh, Colbert R Whigham, P.A Date Executed: THE EXHIBIT FOLLOWS: Page - 19 - P Y�' ff.wMK4:9411fil �,, Cxu. id Johnuon. CC-A WOPERW AP Property Record Card Parcel: 25- 19 -30- 501 - 0000 -0410 Owner: CHANG PIN YU Property Address: 312 E COMMERCIAL ST SANFORD, FL 32771 Q FF- 4 z E COMMERCIAL ST 15 0 a; Z; .x,1,2 3?.4 HS ' 1 2 3 '< Page - 20 - flyC