1802 EVIC OBR LLC CONTRACT FOR SALE OF REAL ESTATE
THIS CONTRACT for Sale is made on this L ay of December, 2016 is made
BETWEEN: EVIC OBR, LLC, referred to as the Seller, whose address is 2005 East Washington
Street Orlando, Florida 32803;
AND
the City of Sanford, Florida, a municipal corporation, whose address is 300 North Park Avenue,
Sanford, Florida 32771, referred to as the City.
1. Purchase Agreement. The Seller agrees to sell and the City agrees to buy the property
described in this contract.
2. Property. The property to be sold consists of (a) the land and all the buildings, other
improvements and fixtures on the land; (b) all of the Seller's rights relating to the land; and (c) all
personal property specifically included in this contract. The real property to be sold is:
Seminole County Parcel Identification Number (Part):
36-19-30-541-0000-0000
Location:
Oak Avenue, Sanford, Florida 32771
Legal Description:
Lots 9 through 16 and Lots 25 through 30 and all vacated alley abutting said lots, Plat of Pine
View as recorded at Plat Book 3, Page 51 of the Official Records of Seminole County, Florida.
This land is referred to herein as the "property".
3. Purchase Price. The purchase price is $95,000.00.
4. Payment of Purchase Price. The City will pay the purchase price as follows:
Previously paid by the City (initial deposit) $0.00
Upon signing of this contract (balance of deposit) $0.00
Amount of mortgage $0.00
<Contract-Lender Mortgage Funding) (see paragraph 6 for $0.00
mortgage contingency)
❑ By the Seller taking back a note and mortgage. $0.00
Balance to be paid at closing of title, in cash or by certified or
bank cashier's check subject to adjustment at closing) $95,000.00
5. Deposit Moneys. None.
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6. Mortgage Contingency. None.
7. Time and Place of Closing.The closing date cannot be made final at this time. The City and
Seller that the closing will occur on or before January 15, 2017. Both parties will fully cooperate
so the closing can take place on or before the estimated date.The closing will be held at the office
of the City's City Attorney.Time is of the essence in the performance of this contract. The parties
agree that they shall diligently and expeditiously pursue their respective obligations set forth in
this contract.
8. Transfer of Ownership/Insurance, Etc. At the closing, the Seller will transfer ownership of
the property to the City. The Seller will give the City a properly statutory warranty deed and an
adequate affidavit of title as well as all other documents necessary to perfect title in the City. The
Seller will also deliver a corporate resolution authorizing the sale as may be required. The City
shall procure issuance of a title insurance commitment issued through the law firm of Stenstrom,
McIntosh, Colbert, &Whigham, P.A., acting as issuing agent("Closing Agent")for a qualified title
insurer agreeing to issue to the City upon recording of the deed to the City, a fee owner's policy
of title insurance(ALTA Form) in the amount of the purchase price of the Property subject only to
the Permitted Exceptions (as hereinafter defined) and the so-called "Standard Exceptions"
contained on the inside jacket cover of the standard ALTA Form of Commitment; said commitment
shall provide that said Standard Exceptions will be deleted by the title insurance company upon
furnishing to the issuing agent a Lien, Possession and Encumbrance Affidavit in the customary
form (and the Seller 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 the City at the City's expense). The City shall have until 5 business days from
receipt of the Title Commitment within which to review the Title Commitment and to notify the
other party of such reasonable written objections as they may have to matters set forth in the Title
Commitment and the surveys which materially affect the feasibility of the contemplated use. In
the event any such objections are made by either party, the parties shall have a period of thirty
30 days (or longer if so extended in writing by both parties)from the receipt of the same in order
to cure such objections. Failure to cure the objections to the satisfaction of the other party shall
give the objecting party the right to: (1)Waive the title objections and close the sale and purchase;
or (2) Terminate this Contract and obtain a refund of the Deposit, in which event all rights and
obligations between the parties shall be null and void. The search fees or Title Commitment fees
and premium for the Title Insurance Policy shall be paid at the Closing by the City.Any instrument,
assurance or deposit made or given in order to cure a defect in title shall be in such form, on such
terms, under such conditions and in such amount as may be reasonably required by the title
insurance company insuring title to satisfy said company sufficiently for it to ascertain and accept
the facts and/or omit (or insure over) any exception to title not permitted under this contract.The
Seller shall pay for the cost and recording of any corrective title instruments and the City shall pay
for the State documentary stamps (if any) affixed to the deeds of conveyance. The City shall pay
the cost of any surveys, tests or evaluations that it may commission, any environmental audit
reports that it may commission, and the cost to record the warranty deed, as aforesaid. The City
shall pay the cost of the title search and the premium for the owner's title insurance policy.
9. Type of Deed; Representations of Seller. A deed is a written document used to transfer
ownership of property. In this sale, the Seller agrees to provide and the City agrees to accept a
special warranty deed with covenant as to grantor's acts and the covenant of further assurances
and as necessary to vest insured title in the City. The Seller agrees to convey title to the property
free and clear of all liens and leasehold interests (except Permitted Exceptions and those liens
which can be and shall remove at Closing) and that it can convey the same without the joinder of
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any other persons or entities. The Seller has no notice or information of any litigation or
administrative proceeding threatened or pending against its property or the Seller's interest in it.
The Seller has no or information indicating the presence of hydrocarbons, hazardous wastes,
toxic materials, asbestos,environmental contamination or environmental pollutants on its property
and shall not cause or authorize any of the same to be introduced to the property while this
contract is in force. While this contract is in force, the Seller shall not, without the consent of the
City, execute any easements or restrictions or otherwise take or permit any action that would
constitute an exception under the Surveys, Title Commitment or Title Policy, or any other matter.
Should any representation by the Seller herein prove false as set forth in this Section, the City
shall be entitled to terminate this contract, in which event all rights and obligations hereunder shall
terminate.All representations contained in this Section shall survive for six(6)months subsequent
to the Closing, but the Seller shall have no obligations relative to the condition of the property.
10. Personal Property and Fixtures. None.
11. Physical Condition of the Property. This property is being sold "AS IS". The Seller does
not make any claims of promises about the condition or value of any of the property included in
this sale except as specifically set forth in this contract. The City has inspected the property and
relies on this inspection and any rights which may be and statements of the Seller as provided for
elsewhere in this contract. The Seller agrees to maintain the grounds, buildings and
improvements on the property subject to ordinary wear and tear.
12. Inspection of the Property. The Seller agrees to permit the City to inspect the property at
any reasonable time before the closing. The Seller will permit access for all inspections provided
for in this contract. The City may terminate this Contract on or before December 31, 2016 if it
determines that the Property is not suited for its purposes in its sole discretion in which case the
parties shall be released from each other in all matters relating to the acquisition of the Property
and shall have no duty or liability one to another of any type or nature whatsoever. Neither Buyer
nor Buyer's agents shall conduct any inspection so as to damage the Property, but if any damage
occurs, Buyer shall restore the property to its pre-inspection condition no later than fifteen (15)
days after the damage occurs. Unless required by law, Buyer and Buyer's Representatives shall
keep confidential and not disclose the information or results of any such investigations to any third
party except prospective attorneys, contractors and lenders, if any, financing Buyer's acquisition
of the Property, or any other necessary party unless Seller consents otherwise in writing. In the
event this Contract shall not close through no fault of Seller, Buyer shall provide Seller with a copy
of the results of any tests and inspections made by Purchaser, excluding any market and
economic feasibility studies.
13. Building and Zoning Laws. None applicable.
14. Flood Area. The Federal and State governments have designated certain areas as "flood
areas". This means they are more likely to have floods than other areas.
15. Property Lines. The Seller states that, to the best of Seller's knowledge, all buildings,
driveways and other improvements on the property are within its boundary lines. Also, no
improvements on adjoining properties extend across the boundary lines of this property.
16. Ownership. The Seller agrees to transfer and the City agrees to accept ownership of the
property free of all claims and rights of other except for:
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(a) the rights of utility companies to maintain pipes, poles, cables and wires over, on and
under the street, the part of the property next to the street or running to any house or other
improvement on the property;
(b) recorded agreements which limit the use of the property, unless the agreements: (1)
are presently violated; (2) provide that the property would be forfeited if they were violated; or(3)
unreasonably limit the normal use of the property;
(c) all items included in Schedule A, if attached, as part of the description of the property.
In addition to the above, the ownership of the City must be insurable at regular rates by any title
insurance company authorized to do business in the State of Florida subject only to the above
exceptions.
17. Correcting Defects. If the property does not comply with paragraphs 15 or 16 of this
contract, the Seller will be notified and provided with 15 days to make it comply. If the property
still does not comply after that date, the City may cancel this contract or give the Seller more time
to comply.
18. Termite Inspection/Radon. Not applicable.
19. Risk of Loss. The Seller is responsible for any damage to the property, except for normal
wear and tear until the closing. If there is damage, the City can proceed with the closing and
either:
(a) require that the Seller repair(s)the damage before the closing; or
(b) deduct from the purchase price a fair and reasonable estimate of the cost to repair
the property.
20. Cancellation of Contract. No additional provisions.
21. Assessments for Municipal Improvements. Certain municipal improvements such as
sidewalks and sewers may result in the municipality charging property owners to pay for the
improvement. All unpaid charges (assessments) against the property for work completed before
the closing and which are not paid in installments as a portion of the regular annual real property
taxes will be paid by the Seller at or before the closing. If the improvement is not completed before
the closing,then only the City will be responsible. If the improvement is completed but the amount
of the charge (assessment) is not determined, the Seller will pay an estimated amount at the
closing.When the amount of the charge is finally determined, the Seller will pay any deficiency to
the City (if the estimate proves to have been too low), or the City will return any excess to the
Seller (if the estimate proves to have been too high).
22. Adjustments at Closing. The City and Seller agree to adjust the following expenses as of
the closing date: rents, municipal water charges, sewer charges, taxes, interest on any mortgage
to be assumed and insurance premiums. If the property is heated by fuel oil, the City will buy the
fuel oil in the tank at the closing date. The price will be the current price at that time as calculated
by the supplier. The City or the Seller may require that any person with a claim or right affecting
the property be paid off from the proceeds of this sale.
23. Possession. At the closing the City will be given possession of the property. No tenant will
have any right to the property unless otherwise agreed in this contract.
24. Complete Agreement. This contract is the entire and only agreement between the City
and the Seller. This contract replaces and cancels any previous agreements between the City
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and the Seller. This contract can only be changed by an agreement in writing signed by both City
and Seller. The Seller states that the Seller has not made any other contract to sell the property
to anyone else. The Seller's has no agreement to pay any Broker.
25. Remedies Upon Default.
(a) If the purchase and sale of the Property contemplated hereby is not consummated
in accordance with the terms and conditions of this Contract due to circumstances or conditions
which constitute a default by Buyer hereunder, Seller's sole and exclusive remedies hereunder
shall be either to (i) seek actual damages incurred by Seller or (ii) seek specific performance of
Seller's obligations under this Contract.
(b) In the event of a default by Seller under the terms of this Contract that is first
discovered by Buyer prior to the Closing and is not cured by Seller as provided hereunder,
Buyer's sole and exclusive remedies hereunder shall be either to (i) terminate this Contract or
(ii) seek specific performance of Seller's obligations under this Contract. Buyer hereby
expressly waives and disclaims any right to seek or recover damages of any kind or amount or
of any other nature whatsoever.
26. Parties Liable. This contract is binding upon all parties who sign it and all who succeed to
their rights and responsibilities. The signatories to this contract represent that they have the
authority to execute this contract and bind the respective parties hereto as set forth in this contract.
27. Notices. Any notices, requests, demands, tenders and communications hereunder shall
be in writing and may be served (i) by depositing same in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested;
(ii) by recognized overnight, third parry prepaid courier service (such as Federal Express); (iii) by
delivering the same in person to such party; or(iv) by successful transmission by electronic mail
or telecopy. Any notice or other communication mailed as aforesaid shall be deemed effectively
given (x)on the date and time of delivery if personally delivered or sent by electronic transmission
or telecopy, (y) on the date and time delivered if sent by courier service, or (z) on the date and
time indicated on the return receipt if mailed. Either party may change its address for notices by
giving notice to the other as provided below.
The addresses for notices are as follows:
If to Buyer: Bilal Iftikhar, P.E.
Public Works Director
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
With copy to: Lonnie N. Groot, Esquire
Stenstrom, McIntosh, Colbert&Whigham, P.A.
1001 Heathrow Park Lane
Suite 4000
Lake Mary, Florida 32746
If to Seller Mr. Isiah ("Ike") Cottle
2005 East Washington Street
Orlando, Florida 32803
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With copy to: Raymond L. Schumann, Esq.
Nishad Khan, P.L.
617 East Colonial Drive
Orlando, Florida 32803
Telephone: (407)228-9711
Fax: (407)228-9713
Email: rls@nishadkhanlaw.com
28. Additional Provisions. The provisions of this contract shall bind and inure to the benefit of
the heirs, personal representatives, successors and assigns of the parties. This contract shall be
governed by, and construed and enforced in accordance with, the laws of the State of Florida. In
connection with any litigation, including, but not limited to, appellate proceedings, arising out of
this contract, the prevailing party shall be entitled to recover all legal charges, expenses, costs
and reasonable attorney's fees.Venue for any dispute shall be in the Eighteenth Judicial Circuit
Court in and for Seminole County, Florida. The section headings herein contained are inserted
for convenience of reference only and shall not be deemed to be a part of this contract; they shall
be ignored in construing this contract. The fact that one of the parties may be deemed to have
drafted or structured any provision hereof shall not affect the interpretation of this contract and
this contract is the result of bona fide arm's length negotiations by and between the parties and,
accordingly, the fact that one or another party drafted this contract, or any part of it, shall not be
considered in construing the particular provision either in favor of or against such party. Both
parties have contributed substantially and materially to the drafting of this contract. This contract
may be executed by the parties in any number of counterparts, each of which shall be deemed
an original, and all such counterparts shall be deemed one and the same contract. In the event
this contract is executed in counterparts, the effective date of this contract shall be determined
with reference to the date of the last execution of any of the counterparts.
29. Brokers and Commission.
(a)Except as specifically set forth in Section 29(b)hereof Seller and Buyer each represent
and warrant to the other that neither has employed, retained or consulted any broker, agent, or
finder in carrying on the negotiations in connection with this Agreement or the purchase and sale
referred to herein, and Seller and Buyer shall each indemnify and hold the other harmless from
and against any and all claims, demands, causes of action, debts, liabilities, judgments and
damages (including costs and reasonable attorneys' and paralegals' fees suffered or incurred in
connection with the enforcement of this indemnity, whether or not an action is commenced,
whether incurred before, during or after trial, or upon any appellate level, or in arbitration,
mediation, any administrative proceeding or any proceeding in bankruptcy or insolvency,) which
may be asserted or recovered against the indemnified party on account of any brokerage fee,
commission or other compensation arising by reason of the indemnitor's breach of this
representation and warranty. This Section 29(a) shall survive the Closing or any termination of
this Agreement.
(b) Seller and Buyer acknowledge that Isaiah "Ike" Cottle, a Florida licensed real estate
broker ("Seller's Broker"), is acting as the Broker for Seller. In the event the Closing is
consummated, but only if such sale is consummated, Seller shall pay a commission to Seller's
Broker in accordance with a separate written agreement.
SIGNED AND AGREED: (SIGNATURE PAGES FOLLOW):
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WITNESSES/ATTEST.• EVIC OBR, LLC
By: EVIC I, LLC
By: Isaiah I. ott e, Its Manager By: rik J. quez, Its Manager
Date:. 2016
cc,
Witness:
Signa re
rinted Name
ACKNOWLEDGEMENT
STATE OF FLORIDA)
COUNTY OF ORANGE )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized to
administer oaths and take acknowledgments, personally appeared
Isaiah I. Cottle and Erik J. Vasquez ❑ who are personally known to me or Vwho produced their
�— \_, (u- as identification and acknowledged before me that they executed
the same.
WITNESS my hand and official seal in the County and State last aforesaid this day
of Ne� . D. 2016.
Lin j"- �A adl�
MEREDITH PAGAN Notary Publ c; State of Florida
Commission H FF 240218 (Affix Notarial Seal)
My Commission Expires
June 14, 2019 Printed Name:j -� �t Vi2
PNr°r
SIGNATURE PAGE FOLLOWS:
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Attest. City Of Sanford
i
dtt
")itt'Yl 11V By:
Gyr ia-Refter-, City Clerk i.+tf) Jeff Triplett, May
Date:
Approved as to form and legal sufficiency. VV
William L. Colbert City Attorney
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