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