Sem Co School Bd Land Exchange Agrmt 2018Prepared by and return to:
Lonnie N. Groot, Esquire
Stenstrorn, McIntosh, Colbert &
Whigham, P.A.
1001 Heathrow Park Lane
Suite 4001
Lake Mary, Florida 32746
(407) 322-2171
CONTRACT FOR SALE AND PURCHASE (LAND EXCHANGE AGREEMENT)
BETWEEN SCHOOL BOARD OF SEMINOLE COUNTY, FLORIDA AND THE CITY
OF SANFORD
THIS CONTRACT is made and entered into as of the Iq day of A"A i6l 2018
(the "Effective Date") by and between School Board of Seminole County, Florida, the
governing body of the Seminole County School District operating, in accordance with the
provisions of Part 11 of Chapter, 1001, Florida Statutes, as a unit for the control,
organization, and administration of Seminole County schools under the State system of
public education, ("hereinafter referred to as the "Board"), whose principal address is
located at 400 East Lake Mary Boulevard, Sanford, Florida 32773, and the City of
Sanford, Florida, a Florida municipality operating under the home rule powers vested in
municipal governments under controlling Florida law, (hereinafter referred to as the
"City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32772, with
both parties being grantees hereunder as to certain properties (with the City and the
Board sometimes referred to collectively as the "Parties" or as "Grantor" of the deed to
the particular Property to be conveyed by it or "Grantee" of the deed for the particular
Property to be received by it).
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RECITALS;
X The Board owns the real property the description of which Property is
attached hereto as Exhibit "A" (the "Board Property") and incorporated herein by this
reference (hereinafter referred to as the "Board Property") which is 7.211 acres in size,
made up of two parcels, one of which was originally part of a parent tract of 15.2 acres of
real property located at Mellonville Avenue and Celery Avenue together with all
improvements located on the said real property. The City will grant to the Board access
to the property and improvements owned by the Board adjacent thereto through Access
Easements in the locations described in Exhibit "A" attached hereto and shown as
"Easement 1" and "Easement 2".
C. The City owns the two parcels of real property the description of which
Property is attached hereto as Exhibits "B" and "C" and incorporated herein by this
reference (hereinafter referred to as the "City Property') generally described a& (i) Parcel
"B" which is a 2.04 acre parcel, more or less, in real property which is located proximate
to Seminole High School and adjacent to the Larry Dale Aquatic Center and (ii) - Parcel
C which is a 4.28 acre parcel of real property which is part of a total parent tract being
approximately 13.03 acres in size, located at 601 East 25th Place together with all
improvements located on the said Property. The City will -provide to the Board a Right -of -
Way use agreement allowing the board to utilize the north 346' of Poinsetta Avenue for a
drainage and stormwater facility in connection with and adjacent to the planned Board
improvements on Parcel 'C' to be conveyed to the Board acceptable to the City, attached
hereto (the Right -of -Way Use Agreement).
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D. The City will also transfer to the Board funds in the amount of $400,000.00
at Closing.
WITNESSETH. -
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
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. THE EXCHANGE/SALE TERMS.
For the consideration herein set forth, and subject to the terms hereof, the Board
agrees to sell and the City agrees to purchase the Board Property and the City agrees to
sell and the Board agrees to purchase the City Property and the City also agrees to
convey $400,000.00 in funds to the Board. The parties acknowledge that the value of the
Board Property is approximately $1,111,344.00, and is equivalent to the total value of the
City Property plus the $400,000.00 in funds to be paid to the Board simultaneous
therewith at Closing. These values will be utilized for transfer, tax, title insurance and
reporting purposes.
SECTION 3. INSPECTION PERIOD.
Each of the parties agrees to accept the Property to which it is to receive in its "AS
IS" condition and will be set forth in a special warranty deed acceptable to the Board and
the City. Therefore, it is imperative that each of the Parties perform such tests and
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investigations of the Property, at their own costs and expense to determine suitability for
the purpose(s) intended. Each of the Parties shall have 60 days from the Effective Date
("Inspection Period") to undertake, at its own costs and expense, such physical
inspections and other investigations including, but not limited to, surveys, soil borings,
engineering and environmental studies and other tests, studies and examinations as
deemed useful. Likewise, each of the Parties shall be responsible for its consultants to
conduct such reviews and evaluations as deemed useful. The representatives and agents
of the City and Board will be provided reasonable access onto the Properties to conduct
such tests and studies. If either of the Parties determines that the Property to which it is
to be conveyed is not acceptable, in its sole and absolute discretion, that Party shall
provide a termination notice to the other Party prior to the end of the Inspection Period.
Upon delivery of said termination notice, this Agreement shall be deemed terminated and
the Parties shall have no further obligations under this Agreement except for matters
which specifically provide that they are to survive Closing. Within 7 days of the Effective
Date, each of the Parties shall provide the other Party with copies of all tests, written
reports and studies related to the Property owned by it in its possession or control for the
other Party's use in determining the feasibility of the Property for its intended use. In
addition, should a Party conduct a study, report, or test to be performed of the Property
being purchased by that Party, that Party will provide a copy of such test, study or report
to the other Party within 10 days of its receipt at no cost. All reports shall be delivered
without any representation or warranty by the Party furnishing the report of whatsoever
kind or nature and subject to any copyrights, rights of proprietorship or other intellectual
property rights of the authors or creators thereof. Each of the Parties shall promptly pay
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for all tests, studies and investigations that it performs on the other Party's Property and
hold the owner/Party harmless for any such costs. In addition, the Party causing the tests
and studies to be made shall hold the owner/Party harmless for any damages resulting
from any inspection or testing conducted by or at the direction of that Party and will repair
the Property so as to restore it to its condition as of the date of this Agreement. Each of
the Parties shall indemnify, defend and hold harmless the owner/Party against any claim
arising out of activities conducted on its Property including any suit, cause of action,
judgment, settlement, penalty, fine or cost or expense (including fees and disbursements
of attorneys and other professionals and court costs, both prior to and during any
appellate proceedings). This Section shall survive termination of this Agreement and
Closing.
SECTION 4. CONDITIONS OF THE SALE/EXCHANGE.
(1) Government Approvals for Lot Splits. The parties acknowledge that
the Board Property and the City Property are each part of larger parcels of property, and
it will be necessary to obtain the appropriate approval from governing authorities to divide
the Properties in order to be able to convey the Board Property to the City and the City
Property to the Board. The City, with the cooperation and assistance of the Board, will
undertake the process of obtaining the necessary approvals to divide the properties
appropriately so as to enable the City to transfer the City Property to the Board and the
Board to transfer the Board Property to the City at Closing.
(1) At the time of conveyance of the Board Property, the City will grant
the Board two (2) Access Easements as depicted in Exhibit "A" to continue to allow the
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Board to gain access to adjoining school facilities (the "Access Easements). The terms
and conditions of these Access Easements shall be negotiated and agreed to during the
Inspection Period and shall be executed at closing and recorded in the Official Records.
(2) In addition to the Access Easements on the Board Property,
approximately 2.16 acres of the Board Property being conveyed to the City is intended to
be developed by the City for joint parking use by the City and the Board. The City shall
coordinate with the Board in the planning and construction of the improvements to be
made for those parking needs. The City agrees to pay for all costs associated therewith,
as well as the responsibility to maintain it thereafter (the "Joint Use Agreement"). During
the Inspection Period, the Parties will diligently negotiate and agree to a Joint Use
Agreement providing for the terms and conditions of the Parties' joint use post -closing, to
be executed at closing and recorded in the Official Records at closing.as expeditiously as
possible.
(3) The Lease agreement previously entered into by the Board and the
City, dated February 25, 2014 and entitled, "Lease Agreement and Right of First Refusal
(Mellonville Complex)", relative to the Board Property will be terminated on the date of
Closing.
C. City Propert : The conveyance of Parcels B and C shall be subject to the
following terms and conditions- The City and the Board will enter into a Right -of Way Use
Agreement, attached hereto, which will provide for the Board's right to utilize a portion of
Poinsettia Avenue right-of-way to develop a drainage and stormwater facility in
connection with the planned Board improvements on Parcel 'C' in coordination with the
City's street system (the "Right -of -Way Use Agreement"). The City will also grant to the
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Board the easements on Parcel 'A' and as shown on Exhibit "A"' and labeled Easement
1 and Easement 2, in terms mutually acceptable to the Parties.. -The terms and conditions
of the Right -of -Way Use Agreement and Easements shall also be negotiated and finalized
during the Inspection Period, executed as expeditiously as possible and recorded in the
Official Records. With regard to the Right -of Way Use Agreement, if the City should
terminate the Agreement, the City shall provide rights to the Board of similar size and
utility on City property if the contiguous parcel is still owned by the City.
SECTION 5. EVIDENCE OF TITLE/TITLE INSURANCE.
A. Within fifteen (15) days of the Effective Date, the Board, at its sole cost and
expense, will provide to the City a title insurance commitment from 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 $1,111,344.00, said title insurance
insuring the title of the City to the Board 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 parties agreeing to furnish such affidavits 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 respective grantee at the
respective grantee's expense).
B. Within fifteen (15) days of the Effective Date, the City, at its sole cost and
expense, will provide to the Board a title insurance commitment from a qualified title
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insurer agreeing to issue to the Board upon recording of the deed to the Board a fee
owner's policy of title insurance (ALTA Form) in the amount of $711,344.00, said title
insurance insuring the title of the Board to the City 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 parties agreeing to furnish such affidavits 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 respective grantee at the
respective grantee's expense).
C. Within 15 days of receipt of the title insurance commitment, each of the
Parties shall notify the respective grantor of such reasonable written objections as the
respective grantee may have to matters set forth in the Title Commitment and the surveys
which materially affect the feasibility of the respective grantee's contemplated use. In the
event any such objections are made by the respective grantee, the respective grantor
shall have a period of 30 days (or longer if so extended in writing by the respective
grantee) from the receipt of the same in order to cure such objections. Failure to cure the
objections to the respective grantee's satisfaction shall give the respective grantee the
right to:
(1) waive the title objections and close the sale and purchase; or
(2) terminate this Agreement in which event all rights and obligations
between the parties shall be null and void.
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D. In the event there are threatened or pending condemnation proceedings
affecting either of the Properties to be conveyed at any time prior to Closing, the
respective grantee may at its option:
(1) Proceed to Closing and receive an assignment to all condemnation
proceeds pertaining to the property to be conveyed; or
(2) Terminate this Contract, whereupon all rights and obligations
between the parties shall be null and void.
SECTION 6. CONVEYANCE OF LAND AND IMPROVEMENTS AND
PERSONAL PROPERTY.
A. Title to the Board Property and the City Property shall be transferred by
general special warranty deed free and clear of all liens, encumbrances and matters
whatsoever except that the Parties accept the condition of the buildings located on the
City Property and the Board Property and such property in their "as is" condition and
containing all common law covenants, to specifically include, but not be limited to, the
covenant of further assurances, except the following:
(1) Taxes for the year of Closing and subsequent years;
(2) Zoning, restrictions, prohibitions and other requirements imposed by
governmental authority or as shown on the face of a plat',
(3) The Access Easements;
(4) The Joint Use Agreement;
(5) The Right -of -Way Use Agreement; and
(6) Other matters described in the title commitment that adversely
impact the marketability of title or cloud title and which are not timely objected to by a
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Party upon receipt of the title commitment as provided hereinabove.
The matters stated in this Section are defined as "Permitted Exceptions".
SECTION 7. SURVEY AND TOPO.
During the Inspection Period the Parties will obtain any surveys of the Properties
that may be reasonably necessary to properly describe those portions of the Properties
to be conveyed in the respective deeds and for use in describing the exact location of the
easements and joint use agreements provided hereinabove. Each of the Parties will pay
its own costs and expenses relative to such surveys.
SECTION 8. LIMITED WARRANTIES.
The parties acknowledge that each of them are purchasing/exchanging the
Property to be conveyed to it in its "as is" condition without any representation or warranty
of any type whatsoever as to its condition. Each of the Parties, however, does hereby
represent and warrant to the respective grantee that. -
A. The respective grantor has good and merchantable fee simple title to the
property to be conveyed by it free and clear of all liens and leasehold interests (except
the Permitted Exceptions and those liens which respective grantor can and shall remove
at Closing) and that respective grantor can convey the same without the joinder of any
other persons or entities, -
B. The respective grantor has no notice or information of any litigation or
administrative proceeding threatened or pending against the property to be conveyed by
it or the respective grantor's interest in it;
C. While this Contract is in force, the respective grantor shall not, without the
respective grantee's consent, execute any easements or restrictions or otherwise take or
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permit any action that would constitute an exception under the surveys, Title Commitment
or Title Policy, or any other matter.
D. Should any representation by a grantor herein proves false as set forth in
this Section, the respective grantee 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 the Closing.
SECTION 9. ATTORNEY'S FEES.
Each Party agrees to pay its own attorney's fees incurred in connection with this
transaction.
SECTION 10. OBLIGATION TO CLOSE.
The Parties' obligations to close the sale contemplated hereby is expressly
conditioned upon:
A. All of the Parties' covenants and obligations being fully performed or
performance waived by the respective grantee; and
B. All representations and warranties made by the Parties in this contract being
true and correct as of the Closing.
C. Approval by the appropriate governmental authorities to subdivide the
Parties' Properties so that the City is authorized to convey the City Conveyance Property
to the Board and the Board is authorized to convey the Board Conveyance Property to
the City.
D. A determination that each of the Properties to be conveyed to the respective
Parties is suitable for its intended purpose as determined during the Inspection Period,
and neither of the Parties has terminated this Agreement prior to the end of the Inspection
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Period.
E. Agreement by both of the Parties of the terms and conditions of the Access
Easements, Joint Use Agreement and Drainage Easement provided herein.
F. Receipt and approval by each of the Parties of surveys containing the
identifying the location and the final legal descriptions of the Properties and of the areas
to be included in the Access Easements, Joint Use Agreement and Drainage Easement.
G. Receipt of a marked -down title insurance commitment whereby the title
insurer agrees to insure fee simple title to the Property being purchased subject only to
the Permitted Exceptions.
If the sale contemplated hereby is not consummated due to a default or inability to
perform on the part of either Party, then neither Party shall have any further liability to the
other; provided, however, that, in the event of a respective Party's intentional or willful
refusal or failure to perform, the other Party shall also be entitled to specific performance
of its rights hereunder as well as all other remedies available at law or in equity, including
the recovery of attorney's fees and costs incurred in connection therewith.
SECTION 11. CLOSING.
At Closing the Parties shall deliver the following documents and funds:
A. The respective grantor shall deliver a special warranty deed to the
respective grantee. The respective grantee shall pay all transfer taxes and any other costs
of recording the deed to the Property to be received by it.
B. Possession of, and title to, the Property to be conveyed shall be delivered
to the respective grantee by the respective grantor subject only to the Permitted
Exceptions as set forth herein.
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C. The Access Easements, Joint Use Agreement and Right -of -Way Use
Agreement.
D. A termination of the Lease between the City and the Board on the Board
Conveyance Property.
E. Delivery by the City of the sum of $400,000.00.
F. The respective grantor 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, among other things, with Section 1445 of
the Internal Revenue Code (certifying that the respective grantee is not a foreign person)
and such other typical documents reasonably required by the respective grantee or the
Title Company.
G. Ad valorem taxes, if any, shall be prorated as set forth herein.
H. Each of the Parties delivers to the Closing Agent sufficient funds with which
to pay its share of the closing costs and to record the necessary documents at Closing.
I. If all requirements for Closing are met and neither party is in default
hereunder, the parties shall exchange the deeds and funds as set forth herein, and the
Closing Agent shall record the deeds, Access Easements, Joint Use Agreement and
Drainage Easement immediately after Closing or as soon thereafter as possible.
SECTION 12. NOTICES.
A. All notices required or permitted hereunder shall be in writing and deemed
delivered:
(1) When actually received in person if hand -delivered, or
(2) On the next day after being deposited with a recognized overnight
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courier, or
(3) On the third day after being deposited in the U.S. Mail, certified letter,
postage prepaid, return receipt requested.
To the City: Norton N. Bonaparte, Jr., ICMA-CM
City Manager
300 North Park Avenue
Sanford, Florida 32772
With copy to: William L. Colbert, Esquire
Stenstrom, McIntosh, Colbert &
Whigham, P.A.
1001 Heathrow Park Lane
Suite 4001
Lake Mary, Florida 32746
To the Board- Dr. Walt Griffin
400 East Lake Mary Boulevard
Sanford, Florida 32773
With copy to: Serita Beamon, Esq,
Legal Services Director
400 East Lake Mary Blvd.
Sanford, Florida 32771
Serita—Beamon@scps.kl2.fl.us
Margaret A. Wharton
Wharton Law Group, P.A.
P. O. Box 621172, Oviedo, FL 32762-1172 (by mail)
456 S. Central Ave., Oviedo, FL 32765 (by delivery)
Margaret@Whartonlawgroup.com
or such other address as delivered in writing to the other party.
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
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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.
A. The Parties represent and warrant to one another that they have not dealt
with any realtor, broker, or finder concerning the Property to be conveyed. The parties
agree to indemnify, defend and hold one another harmless 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 from
the other Party by reason of acts or agreements of the Party or predicated upon any
alleged Contract between the Party and any such broker or finder.
B. Each representation, warranty and agreement contained in this Section
shall survive Closing and delivery of the instruments transferring title to the Properties to
be conveyed.
SECTION 14. DATE AND PLACE OF CLOSING.
This Contract shall be closed by (a) exchange of documents and funds in the form
of a customary "mail away" closing, or (b) at the City's City Hall within thirty (30) days after
the end of the Inspection Period, unless extended by mutual agreement of the parties.
SECTION 15. EXPENSES.
Each of the Parties shall pay for the cost and recording of any corrective title
instruments affecting any of the Property to be conveyed by it. The Party receiving title to
the particular Property shall pay the cost of any surveys, tests or evaluations that it may
commission, any environmental audit reports that it may commission, the documentary
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stamps to be affixed to and the cost to record the special warranty deed to be conveyed
to it, as aforesaid, and the cost for any Inspections or testing. The costs associated with
the title insurance commitment and the premium for the owner's title insurance policy shall
be paid by the Party conveying (the grantor) its respective Property. The costs associated
with recording the Access Easements, Joint Use Agreement and Drainage Easement
shall be borne equally by the Parties.
SECTION 16. PRORATIONS AND ADJUSTMENTS.
The following are to be apportioned as of 12:01 A.M. on the date of Closing:
A. Water charges and sewer charges, if any.
B. Real estate taxes and personal property taxes.
C. Such other items, if any, as are customarily adjusted between buyers
and sellers, it being intended that the items set forth in this Contract are illustrative
only and that the parties will make such other adjustments at or after Closing as
are necessary so that the respective grantor shall have all the benefits and burdens
of the Property being conveyed to and including midnight of the day preceding the
date of Closing and the respective grantee shall have all the benefits and burdens
of the Property to be conveyed after midnight of the day preceding the date of
Closing.
SECTION 17. RISK OF LOSS.
In the event of any damage to the Property to be conveyed by fire or other casualty,
this Contract may be terminated by the respective grantee within thirty (30) days of receipt
of notice of such casualty from the grantor.
SECTION 18. RADON• FLOOD PRONE AREAS• ASBESTOS
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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 to it in all respects. Also, the Parties
recognize that the Properties may contain flood prone areas or asbestos and require
mitigation or remediation. Thus, it is incumbent upon the parties to evaluate any and all
such matters to determine if the Property to be received by it is acceptable to that Party
in its sole and absolute discretion within the Inspection Period.
SECTION 19. PUBLIC RECORDS.
This Agreement shall not be recorded in public records. The Parties acknowledge
that they are 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 1, Section 24 of the Constitution of the State of Florida.
SECTION 20. 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 21. GOVERNING/CONTROLLING LAW.
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This Contract shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida.
SECTION 22. 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.
SECTION 23. 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 24. 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 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.
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SECTION 26. VENUE.
Venue for any dispute shall be in the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida.
SECTION 27. 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 28. EXHIBITS.
All exhibits to this Contract are hereby incorporated into this Contract by this
reference thereto.
SECTION 29. ENTIRE CONTRACT• INTEGRATION OF TERMS;
MODIFICATION.
This Contract (and all exhibits thereto) constitutes the entire understanding and
Contract between the Parties hereto with respect to the subject matter hereof and
supersedes all prior and contemporaneous contracts and understandings of the Parties.
No modification or amendment of this Contract 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 person's full authorization to do so. The Parties
may execute multiple counterparts of this contract hereto. Each such executed
counterpart shall have the full force and effect of an original executed instrument.
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
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forth herein.
Attest:
By:
Dr. Walt Griffin, S6perinta'Kdent
Date:
Approved as to form and legality:
Serita Beamon, Esquire
School and Attorney
Date:
SCHOOL BOARD OF SEMINOLE
COUNTY, FLORIDA
By:
Amy Loc ha Chairman
Date: 2.141.19
Attest.- CITY OF SANFPRD, F
Cyn1fi-is_Por-teF, City ClerkFo)?,b Jeff Triplett
-:1 A 140t� Mayor
Date:
Approved as to form
and legality.
William L. Colbert, City Attorney
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EXHIBITS AND ATTACHMENT
Exhibit "A" (the "Board Property")
Exhibits "B" and "C" (the "City Property")
Attachment: "Right -of -Way Use Agreement, PoInsetta Avenue.
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THIS RIGHT-OF-WAY USE LICENSE AND AGREEMENT entered into this IZI
day of A��, 2011 by and between the SCHOOL BOARD OF SEMINOLE COUNTY,
FLORIDA ("hereinafter referred to as the "BOARD"), whose principal address is located
at 400 East Lake Mary Boulevard, Sanford, Florida 32773, and the CITY OF SANFORD,
FLORIDA, a Florida municipality, (hereinafter referred to as the "CITY"), whose mailing
address is 300 North Park Avenue, Sanford, Florida 32772.
W / T N E S E T H:
WHEREAS, the CITY is the owner of certain street rights-of-way within the
incorporated limits of the City of Sanford; and
WHEREAS, these public rights-of-way are held by the CITY for the benefit and
general use of the public for functions including, but not limited to, vehicular and
pedestrian travel and land access, and installation and maintenance of various public
utilities, and for conveyance, treatment, and disposal of stormwater, and
WHEREAS, it is City policy to preserve the utility of these public rights-of-way for
road purposes the definition of the term "road" being set forth in Section 334.03 (22),
Florida Statutes, to mean " . . . a way open to travel by the public, including, but not
limited to, a street, highway, or alley. The term includes associated sidewalks, the
roadbed, the right-of-way, and all culverts, drains, sluices, ditches, water storage areas,
waterways, embankments, slopes, retaining walls, bridges, tunnels, and viaducts
necessary for the maintenance of travel and all ferries used in connection therewith"; and
WHEREAS, written authorization is required for any use of City rights-of-way; and
WHEREAS, the BOARD has requested authorization from the CITY to utilize a
LG/MAW 7/24/18
certain portion of the public right-of-way of Poinsetta Drive located immediately adjacent
to 601 East 25th Place which property is Parcel Number 06-20-31-502-0600-0010 by the
Seminole County Property Appraiser for the purposes of collaborative stormwater
management for said property and the CITY's proximate streets now and in the future the
City also utilizing this right-of-way for stormwater purposes.
NOW, THEREFORE, in consideration of the premises herein the parties agree as
follows:
SECTION 1. RECITALS.
The above recitals are true and correct and form a material part of this Agreement
upon which parties have relied.
SECTION 2. PURPOSE.
(a). The purpose of this Agreement is to set forth the terms and conditions
whereby the CITY agrees to a right-of-way use and improvement by the BOARD upon a
certain portion of a Poinsetta Drive which is contiguous to the BOARD's property located
at 601 East 25th Place more particularity described as follows:
The North 346.03' portion of the 80.0' right of way of Poinsetta Drive South
of 251h Place (Geneva Street) as recorded in Plat Book 4, Pages 82and 83
of Palm Terrace of the Public Records of Seminole County, Florida.
(b). The Agreement will allow the BOARD to utilize the subject right-of-way
portion for stormwater management, now and in the future, subject to the following
conditions together with the drainage requirements of the CITY as set forth herein:
(1). All construction, stormwater improvements shall be in compliance with all
Federal, State and local codes, rules, regulations and ordinances and regulatory
permitting requirements.
LG/MAW 7/24/18
(2), The authorized improvement shall in no way be extended or modified by the
BOARD without prior written approval of the CITY.
SECTION 3. MAINTENANCE RESPONSIBILITIES.
(a). The BOARD, and its successors and assigns, shall be responsible for
perpetual maintenance of the improvements installed under this Agreement. This
obligation shall include, but not be limited to, maintenance of the improvement and
unpaved portion of right-of-way adjacent thereto. The BOARD may, with prior written
CITY authorization, remove said installation/improvement after fully restoring the right-of-
way to its previous condition.
(b). If the BOARD does not continuously maintain the improvement and area in
accordance with previously stated criteria, or completely restore the right-of-way to its
previous condition, the CITY shall, after appropriate notice, restore the area to its previous
condition at the BOARD's expense.
SECTION 4. TERMINATION.
The CITY reserves the right to unilaterally terminate this Agreement at any time,
as a result of any public exigency, as determined by the CITY, by providing notice as
prescribed below. The BOARD agrees that upon receipt of notice of termination of this
Agreement that it will expeditiously remove the instal lation/improvement and return the
land to its previous condition. All restoration must be completed within 30 days of receipt
of the termination notice from the CITY.
SECTION 5. INDEMNIFICATION.
To the fullest extent permitted by law, the BOARD, and consistent with the
provisions of Section 768.28, Florida Statutes, agrees to defend, indemnify, and hold
LG/MAW 7/24/18
harmless the CITY, its officers, officials, agents, servants and employees (from and
against any and all liabilities, claims, penalties, demands, suits, judgments, losses,
expenses, damages (direct, indirect or consequential), or injury of any nature whatsoever
to person or property, and the costs and expenses incident thereto (including costs of
defense, settlement, and reasonable attorney's fees up to and including an appeal),
resulting in any fashion from or arising directly or indirectly out of or connected with the
use of the CITY's right-of-way.
SECTION 6. NOTICES.
Any notices required or permitted hereunder shall be in writing and shall be
deemed properly made when deposited in the United States mail, postage paid, and
addressed as set forth herein, or at such other address as shall have been specified by
written notice to the other party delivered in accordance herewith. -
To the CITY: Norton N. Bonaparte, Jr., ICMA-CM
City Manager
300 North Park Avenue
Sanford, Florida 32772
To the BOARD- Dr. Walt Griffin
400 East Lake'Mary Boulevard
Sanford, Florida 32773
SECTION 7. 'EFFECTIVE DATE.
This Agreement shall take effect upon the date that it is executed by both parties
hereto.
SECTION 8. RECORDATION.
The agreements contained in this document shall be perpetual and run with the
land subject to the provisions hereof. This document shall be recorded in the Official
1,G/MAW 7/24/18
Records of Seminole County.
IN WITNESS WHEREOF, the parties have made and executed this Agreement on
the date first written above.
Attest-
By -
Dr. *alt Griffin uperinfeqdent
Date: ;:P" —/ V — /0"',
Approved as to form and legality:
8.4it a -Beam6nr°s`6 u ire
School Board Attorney
Date:
Attest:
BY:
Gyath-ia-Porter, City Clerk
Approved as to form
and legality.
William L. Colbert, City Attorney
LG/MAW 7/24/18
rj
ST.
SCHOOL BOARD OF SEMINOLE
COUNTY, FLORIDA
By:
Amy Lock hoa, Chairman
Date:
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Contakh,ig 18643.£54 square feet or 4.280 icres
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Dy= David A Dowdrwy. President, ricrida Reqistrot;on Number 3939
Date Prepared 13 May 2017 PAGE I OF I JOB NO. 12-17
OURVA"" AND MAPP&W M 9459" MAMMAL OWT OAMVJW, MORIBA 92771 (07) S22-1461