1347 Paul & Renee Lanza13Vq
PAUL LANZA and RENEE LANZA
CONTRACT FOR SALE AND PURCHASE WITH THE CITY OF
SANFORD
THIS CONTRACT is made and entered into by and between PAUL LANZA and -`
RENEE LANZA, his wife, whose address is 2321 E. New York Avenue, Deland,
Florida 32724, (hereinafter collectively referred to as the "Seller ") and THE CITY OF
SANFORD, FLORIDA, a Florida municipal corporation, whose address is 300 N. Park
Avenue, Sanford, Florida 32771 (hereinafter referred to as the "Buyer").
RECITALS:
A. The Seller owns the real property hereinafter more particularly described
as follows:
Parcel "A " : The Southwest '/ of Block 4, Tier 21 (Less the East 65.00
feet thereof) and the East' /2 of vacated street adjacent on West, FLORIDA
LAND & COLONIZATION COMPANY'S LIMITED MAP OF THE ST.
GERTRUDE ADDITION TO THE TOWN OF SANFORD, as recorded in
Plat Book 1, Page 116, Public Records of Seminole County, Florida and
identified on the Seminole County Property Appraiser's Tax Roll as Parcel
# 25 -19 -30 -5AG- 0421 -00 B 1,
and
Parcel "B " : All of Block 4, Tier 22 of FLORIDA LAND & COLONIZATION
COMPANY'S LIMITED MAP OF ST. GERTRUDE ADDITION TO THE
TOWN OF SANFORD, as recorded in Plat Book 1, Page 116, Public
Records of Seminole County, Florida, together with the west' /2 of vacated
street lying adjacent to the East line of property in question, and identified
on the Seminole County Property Appraiser's Tax Roll as Parcel # 25 -19-
30 -5AG- 0422 -0000, and
Said property is not the homestead of the Seller under the laws and
constitution of the State of Florida in that neither Seller nor any members
of the household of the Seller reside thereon.
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B. The Buyer desires to purchase a portion of the real property described
above owned by Seller in the City of Sanford, County of Seminole, Florida, further
described in EXHIBIT "A" attached hereto and incorporated into this Contract for Sale
and Purchase of Real Property for the sum of ONE HUNDRED FORTY THOUSAND
and 00/100 DOLLARS ($ 140,000.00) on the terms, and under the conditions,
hereinafter set forth. The above amount includes all compensation due as a result of
this acquisition to the Seller for any reason and for any account whatsoever.
C. 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.
D. This transaction is not occurrinu under threat of eminent domain
(condemnation) and has been negotiated between the parties hereto with each party
acting in its' own interest without duress or undue influence and with expert counsel of
its' own choice.
WI TNESSETH;
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:
SECTION 1. RECITALS. The Recitals set forth above have been relied upon by the
parties, are incorporated herein by this reference thereto and are hereby made a part of
this Contract as fully as if set forth herein.
SECTION 2. PROPERTY TO BE SOLD AND PURCHASED. For the consideration
herein set forth, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase
from the Seller, the real property hereinafter described, to wit:
(a) The real property is situated in the City of Sanford, Seminole
County, Florida, and described and depicted in EXHIBIT "A" attached hereto and
incorporated into this Contract for Sale and Purchase of Real Property , together with all
rights, title and interests of the Seller in and to all easements, rights -of -way, privileges,
riparian and water rights, and appurtenances belonging or in anyway appertaining to or
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accruing to the real property described, all adjacent strips and gores lying adjacent to
the said real property which separate the property from any street or road appearing to
be contiguous to the real property, and together with all right, title and interest of Seller
in and to any land lying in the bed of any street, road or avenue, opened or proposed in
front of or adjoining said real property, to the center line thereof (said real property and
the rights, interest and estates appurtenant thereto as above - described are hereinafter
collectively referred to as the "Land ").
(b) All buildings, fixtures and improvements, if any, of whatsoever kind,
nature or description owned by the Seller and presently situated on, in or under, or
hereafter erected, installed or placed on, in or under the Land (hereinafter collectively
referred to as the "Improvements ".)
(c) The Land and the Improvements together are hereinafter
collectively sometimes referred to as the "Premises."
SECTION 3. PURCHASE PRICE /DEPOSIT AND METHOD OF PAYMENT.
(a) The total price for the Premises, subject to adjustments provided for in this
Contract, is ONE HUNDRED FORTY THOUSAND and 00 /100 DOLLARS
($140,000.00) payable, with a $ 100.00 -good faith escrow deposit to be paid to the
Seller, no later than ten (10) business days from the date of execution of this contract by
the Buyer, with the balance due at Closing by means of a cashier's check or certified
funds on the date of Closing subject to evidence of title to Buyer's satisfaction.
(b) All monies to be paid hereunder, whether the purchase price of the
Premises, or otherwise, shall be paid in cash, by cashier's check or by completed bank
wire transfer of Federal funds to an account designated by the recipient (U.S. funds
only).
SECTION 4. EVIDENCE OF TITLEITITLE INSURANCE.
(a) The Buyer shall select and procure issuance of a title insurance
commitment by a licensed title insurance entity of Buyer's choice, acting as issuing
agent ( "Closing Agent ") for a qualified title insurer agreeing to issue to the Buyer upon
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recording of the deed to the Buyer, a fee owner's policy of title insurance (ALTA Form)
in the amount of the purchase price of the Premises, insuring the title of the Buyer to the
Premises, 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 Buyer at the Buyer's expense).
(b) The Buyer 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 Buyer may have to matters set forth in the Title
Commitment and the surveys which materially affect the feasibility of the Buyer's
contemplated use. In the event any such objections are made by the Buyer, the Seller
shall have a period of thirty (30) days (or longer if so extended in writing by the Buyer)
from the receipt of the same in order to cure such objections. Failure to cure the
objections to the Buyer's satisfaction shall give the Buyer 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.
(c) The search fees or Title Commitment fees and premium for the Title
Insurance Policy shall be paid at the Closing by the Buyer.
SECTION 5. CONVEYANCE OF LAND AND IMPROVEMENTS AND PERSONAL
PROPERTY.
(a) Title to the Premises shall be conveyed to the Buyer by general statutory
warranty deed free and clear of all liens, encumbrances and matters whatsoever, and
containing all common law covenants, to specifically include, but not be limited to, the
covenant of further assurances, except the following:
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(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) Easements for utilities, drainage and ingress and egress.
(4) Other matters described in the title commitment that do not
adversely impact the use of the property by the Buyer for the purpose of
stormwater retention for the widening and improvement of Persimmon
Avenue and marketability of title or cloud title.
(b) The matters stated in this Section are defined as "Permitted Exceptions ".
SECTION 6. SURVEY AND TOPO AND INSPECTION PERIOD. Buyer shall have a
period of FORTY FIVE (45) days commencing on the date this contract is
approved by the Buyer in accordance to Buyer's purchasing codes /ordinances to
inspect the property for the purposes of determining the suitability and
usefulness of the property for Buyer's use. If for any reason, within Buyer's sole
discretion , Buyer determines that the property is not suitable, or requires a cure
at Seller's expense, then Buyer shall notify Seller, in writing, during the
inspection period of Buyer's decision to close on the purchase, or not close on
the purchase, or demand a cure by the Seller at Seller's expense. During the
Inspection Period, the Buyer may, at its option and expense, obtain boundary surveys of
the Premises ( "Survey "), topographical surveys, environmental assessments for
contamination, conduct inspections, research and other surveys deemed necessary to
the Buyer.
SECTION 7. EXISTING PERMITS, APPROVALS, LICENSES, SITE PLANS, ETC.
Within five (5) days after the Contract Date, the Seller shall deliver to the Buyer copies
of any and all permits, restrictions, existing abstracts of title, title policies and surveys,
legal descriptions, engineering plans, approvals, licenses, contracts, drawings, plans,
specifications and applications, if any exist, which pertain to or affect the Premises and
are in the possession of the Seller. As part of the consideration for the Buyer's payment
of the Purchase Price, the Seller shall assign, transfer and convey to the Buyer at
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Closing all known and valid permits, approvals, licenses, site and development plans
affecting the Premises, if and to the extent transferable to the portion of the real
property purchased, which the Buyer requests the Seller to assign to the Buyer and
shall deliver available originals to the Buyer at Closing when in the possession of the
Seller.
SECTION 8. RIGHT OF ENTRY The Buyer or its agents shall be entitled to continue
to enter upon and use the Premises under the terms of this Contract and to conduct any
and all environmental audits, boundary surveys, topographical survey, or other surveys
and to conduct such tests, inspections, evaluations and studies for its purposes.
SECTION 9. WARRANTIES
(a) The Seller hereby represents and warrants to the Buyer that:
(1) The Seller has good and merchantable fee simple title to the
Premises free and clear of all liens and leasehold interests (except
Permitted Exceptions and those liens which Seller can and shall remove
at Closing) and that Seller can convey the same without the joinder of any
other persons or entities;
(2) The Seller has no notice or information of any litigation or
administrative proceeding threatened or pending against the Premises or
the Seller's interest in it;
(3) The Seller has no notice or information indicating the presence of
hydrocarbons, hazardous wastes, toxic materials, asbestos,
environmental contamination or environmental pollutants on the Premises
and shall not cause or authorize any of the same to be introduced to the
Premises while this Contract is in force;
(4) While this Contract is in force, the Seller shall not, without the
Buyer's consent, 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.
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(b) Should any representation by the Seller herein prove false as set forth in
this Section, the Buyer shall be entitled to terminate this Contract, in which
event all rights and obligations hereunder shall terminate. Buyer shall be
entitled to a return of the $ 100.00 good faith escrow deposit as set
forth in Paragraph 3. (a). All representations contained in this Section
shall survive the Closing, but the Seller shall have no obligations relative
to the condition of the Premises.
SECTION 10. ATTORNEY'S FEES See Section 33.
SECTION 11. OBLIGATION TO CLOSE AND CLOSING DATE
(a) The Buyer'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 Buyer; 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 neither party shall have any further
liability to the other except as set forth in this Contract; provided, however, that, in the
event of Seller's wrongful refusal or wrongful failure to perform, the Buyer shall also be
entitled to specific performance and all other remedies available at law or in equity.
(c). The date of closing shall be no later than December 31. 2010, unless
extended by the aarties.
SECTION 12. SELLER'S REMEDY In the event:
(a) all of the Seller's representations and warranties are true at the Closing;
and,
(b) the Seller is able to deliver fee simple title to the Buyer subject only to the
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Permitted Exceptions; and,
(c) all of the covenants and obligations which are required to be performed by
the Seller in this Contract are fully performed; and,
(d) performance of this Contract is tendered by the Seller and the Buyer fails
or refuses to consummate the sale through no fault of the Seller then the
parties shall be relieved of any obligations to one another; and,
(e) Seller shall retain the $ 100.00 good faith escrow deposit as payment for
any and all amounts that may be due Seller for Buyer's failure to close on
the purchase of the property.
SECTION 13. ASSIGNMENT The Buyer shall be entitled to assign its rights, title and
interest in this Contract to another government entity.
SECTION 14. CLOSING. At Closing:
(a) The Seller shall deliver a general statutory warranty deed for the Premises
to the Buyer. The Buyer shall pay all transfer taxes and any other costs of recording
the said deed.
(b) Possession of, and title to, the Premises shall be delivered to the Buyer by
Seller subject only to the Permitted Exceptions as set forth herein. Seller shall deliver
exclusive possession of the Premises to the Buver, vacant of anv tenants or other
party, reasonably clean of debris, including all personal property belonging to
any party, with all automobiles, trucks, motor vehicles, boats, trailers, parts
including tires, removed from the Premises at Seller's expense.
(c) 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, among other things, with Section 1445 of the
Internal Revenue Code (certifying that the Seller is not a foreign person) and such other
typical documents reasonably required by the Buyer or the Title Company.
(d) Ad valorem taxes shall be prorated as set forth herein. Assessments shall
be handled as set forth herein.
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(e) If all requirements for Closing are met and the Seller is not in default
hereunder, the Buyer shall deliver the Purchase Price (less credits, if any) to the Seller.
SECTION 15. 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
courier; or
(3) on the third day after being deposited in the U.S. Mail, certified
letter, postage prepaid, return receipt requested.
To the Buyer: City Manager
City of Sanford
300 N. Park Avenue
Sanford, Florida 32771
Copy to Attorney for Buyer: Lonnie N. Groot, Attorney at Law
Stenstrom, McIntosh, Colbert, Whigham and
Partlow, P.A.
1001 Heathrow Park Lane, Suite # 4001
Lake Mary, Florida 32746
To the Seller: Paul and Renee Lanza
2321 E. New York Avenue
DeLand, Florida 32724
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 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.
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SECTION 16. CONTRACT DATE/EFFECTIVE DATE The Contract Date or "the date
hereof" is the date of execution by the last party to execute this Contract; to wit: the
signature by the Buyer. The parties agree that signatures by facsimile transmission shall
be binding upon the parties.
SECTION 17. DEFAULT AND REMEDIES
Default by the Seller and Remedies of the Buyer In the event that the Seller fails,
neglects or refuses to timely perform any of its obligations under this Contract, the
Buyer shall have either of the following remedies:
(1) The Buyer shall have the right of action against the Seller for only
specific performance; or
(2) In the alternative, the Buyer may elect to terminate this Contract by
written notice to the Seller whereupon the parties shall be released from
liability hereunder.
SECTION 18. BROKERS.
(a) The Buyer represents and warrants to the Seller that the Buyer has not
dealt with any realtor, broker, or finder concerning the Premises, other than Steven
Triece with The Triece Company. The Seller represents and warrants to the Buyer that
the Seller has not engaged any realtor, broker, or finder concerning the Premises. 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 to the Buyer of the instruments transferring title to the
Premises.
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SECTION 19. DATE AND PLACE OF CLOSING. This Contract shall be closed by
the Closing Agent, designated by the Buyer, at the Closing Agent's office or the Sanford
City Hall, as designated by the Buyer, on or before December 31, 2010, unless the
Closing Date is extended by the parties.
SECTION 20. DOCUMENTS FOR CLOSING.
(a) At the Closing, the Seller will execute and deliver, or cause to be executed
and delivered, the following instruments and documents:
(1) A duly executed and acknowledged general statutory warranty
deed, acceptable to the title insurance company insuring title to the
property, conveying to the Buyer title to Premises, which deed, in addition
to all other common law covenants of title, contains the covenant of further
assurances.
(2) A Lien, Possession and Encumbrance Affidavit executed by the
Seller certifying against any work done or materials delivered or furnished
to the Premises by or at the direction of the Seller which could serve as
the basis for a lien (whether statutory or common law); such Affidavit to be
in form sufficient to enable the title insurance company to delete the
Standard Exception regarding mechanics liens form the owner's title
insurance policy to be issued to the Buyer. Said Affidavit shall also
specify facts sufficient to allow the deletion of "the gap" and "persons in
possession" from the Standard Exception regarding same.
(3) Such Affidavit and other instruments and documents in forms
reasonably satisfactory to the title insurance company necessary to
establish of record that the signatures on the deeds and other instruments
conveying title to the Premises are sufficient to bind the Seller and convey
the Premises to the Buyer, that all requisite approvals under the Seller's
ownership structure have been obtained and that the transactions
contemplated in this Contract are not prohibited or restricted in any way
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under or by virtue of any trust provision relating to the Seller.
(4) An Affidavit that all liabilities, claims, demands or expenses of any
kind against the Seller arising on or before 12:01 A.M. on the Closing date
are either paid in full or will be paid in full out of the proceeds of sale, if the
same relate to the operation, ownership or maintenance of the Premises.
(5) A general bill of sale conveying to the Buyer any and all personal
property, fixtures and appurtenances relating to the Premises which
conveyance shall be free and clear of any liens or encumbrances of any
nature whatsoever.
(b) The Buyer shall deliver at Closing, the following:
(1) In the event the Buyer elects to assign its rights hereunder, a
written instrument of assignment joined in by the assignee to signify said
assignee's acceptance of the assignment and its agreement to perform
the obligations of the Buyer hereunder.
(2) Payment (in cash, by cashier's check or by completed bank wire
transfer to an account designated by the Seller) of an amount sufficient to
complete payment by the purchase price specified (U. S. funds only).
(3) An Affidavit from the Buyer in recordable form and in form and
substance reasonably satisfactory to the Seller's counsel, to the effect
that:
(A) If the Buyer assigns its rights hereunder to an entity, such
entity is duly formed, validly existing and in good standing; and,
(B) Any necessary consents and approvals of the purchase of
the Premises by the Buyer and the execution by the Buyer of the
documents and instruments provided for herein to be executed and
delivered by the Buyer have been obtained, and such are not
prohibited or restricted in any way under the laws of the State of
Florida or any instrument or document by which the Buyer or its
assignee is bound.
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SECTION 21. EXPENSES The Seller shall pay for the cost and recording of any
corrective title instruments, unpaid mortgages /liens and release fees /costs,
iudgments, assessments, impediments to title and property taxes. The Buyer
shall pav 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, state documentary taxes, as aforesaid, and the
cost for any inspections or testing. The Buyer shall pay the cost of the search
and the premium for the owner's title insurance policy. The Buyer shall pay The
Triece Company a real estate commission in the amount of 2 % of the sale price
in accordance with Buyer's agreement for real estate services.
SECTION 22. 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 Seller shall have all the benefits and burdens of the Premises to and
including midnight of the day preceding the date of Closing and the Buyer shall have all
the benefits and burdens of the Premises after midnight of the day preceding the date of
Closing.
SECTION 23. PRORATIONS OF TAXES (REAL AND PERSONAL). Taxes shall be
prorated based on the current year's tax with due allowance made for maximum
allowable discount and other applicable exemptions, if any, allowed for said year. If
Closing occurs at a date when the current year's millage is not fixed, and current year's
assessment is available, taxes will be prorated based upon such assessment and the
prior year's millage. If the current year's assessment is not available, then taxes will be
prorated based on the prior year's tax amount; provided however, that, if there are
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completed improvements on the Premises by January 1S of year of Closing, which
improvements were not in existence on January 1 St of the prior year, then taxes shall be
prorated based upon the prior year's millage and at an equitable assessment to be
agreed upon between the parties, failing which, request will be made to the Seminole
County Property Appraiser for an informal assessment taking into consideration
applicable exemptions, if any. Any tax proration based on an estimate may, at request
of either party to the transaction, be subsequently readjusted upon receipt of the actual
tax bill whether or not a statement to this effect is included in the Closing statement; the
duty to readjust the tax proration based upon the actual tax bill shall survive Closing and
delivery of the deed.
SECTION 24. SPECIAL ASSESSMENT LIENS. If at any time before the Closing of
title, the Premises, 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 Seller 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 Buyer.
SECTION 25. RISK OF LOSS. In the event of any damage to the Premises by fire or
other casualty, this Contract may be terminated by the Buyer and the -good faith
escrow deposit shall be returned to the Buyer. Otherwise, in the event of any damage
to the Premises by fire or other casualty that is covered by insurance and, considering
its nature and extent, the damages can be repaired prior to the date of Closing
hereunder, the Seller shall restore or repair such damage by the time of Closing
hereunder (all work to be done in a good, workmanlike manner so that the Premises
shall have been restored to a condition substantially equal to or better than that existing
immediately prior to the fire or casualty), in which event, the Seller shall be entitled to
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receive the proceeds payable under the insurance policies, if any, covering the damage
to the Premises.
SECTION 26. CONDEMNATION. In the event of the institution of any proceedings by
any entity other than the City of Sanford Qudicial, administrative or otherwise) which
shall relate to a proposed taking of any portion of the Premises by eminent domain prior
to Closing, or in the event of a taking of any portion of the Premises by eminent domain
prior to Closing, the Buyer shall have the right and option to terminate this Contract by
giving the Seller written notice to such effect; provided; however, that the Buyer shall
not have the right to terminate this Contract if the portion of the Premises so taken in an
eminent domain proceeding is so minor as not to reduce the fair market value of the
Premises taking into account the Buyer's right to receive the condemnation proceeds
referred to below in this Section. In the event the Buyer shall not elect to cancel this
Contract as provided for in this Section, the Seller shall assign to the Buyer at Closing
all of the Seller's right to any proceeds of the taking referred to in this Section.
SECTION 27. RADON /FLOOD ZONE.
(a) 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.
(b) There may be flood zone issues relating to the subject property and matters
relating to flood zone insurance could be of importance to the Buyer. The Buyer
acknowledges those circumstances relative to this Contract. The Buyer understands
that information is available the Buyer to ensure that the property is appropriately
located with regard to flooding conditions and shall make such determination on or
before Closing.
SECTION 28. PUBLIC RECORDS. The parties hereto agree that this instrument may
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be recorded in public records and the Seller acknowledges that the Buyer 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 29. POST - CLOSING COOPERATION /PROVISIONS SURVIVE CLOSING.
The Seller agrees that for a period of six (6) months, upon request of the Buyer after the
date of Closing, the Seller shall reasonably cooperate with the Buyer of information
concerning the Premises and relating to periods prior to the date of Closing provided
that the requested information is readily available to the Seller from the Seller's books
and records and provided further that the Buyer reimburses to the Seller, in advance,
the Seller's costs and expenses in procuring and furnishing such requested information
to the Buyer. The provisions of this Contract shall survive Closing and delivery of the
deed and other Closing documents and shall not be extinguished by merger.
SECTION 30. 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 31. 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 Buyer may assign its rights hereunder to another government entity. Any
such assignment shall be by written instrument executed by the Buyer and such
assignee and in which said assignee assumes and agrees to perform all of the
obligations of the Buyer hereunder.
SECTION 32. GOVERNING /CONTROLLING LAW. This Contract shall be governed
1061
by, and construed and enforced in accordance with, the laws of the State of Florida.
SECTION 33. 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 34. 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 35. 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 effect the interpretation of this Contract and this Contract is the result of
bona fide arms 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.
SECTION 36. 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 Date of this Contract shall be determined with
reference to the date of the last execution of any of the counterparts.
SECTION 37. VENUE. Venue for any dispute shall be in the Eighteenth Judicial Circuit
Court in and for Seminole County, Florida.
SECTION 38. 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.
17
SECTION 39. EXHIBITS. All exhibits to this Contract are hereby incorporated into this
Contract by this reference thereto.
SECTION 40. 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. 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 persons' full authorization to do so.
This Contract constitutes the entire Contract between the parties pertaining to the
subject matter hereof and supersedes all prior and contemporaneous contracts and
understandings of the parties. 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. The parties, however, acknowledge the existence of
the existing agreement between the parties and the Seller's obligation to pay Ad
Valorem Taxes thereunder.
SECTION 41. 1031 EXCHANGE BY SELLER. If the Seller desires to enter into a
like kind exchange transaction commonly referred to as a 1031 tax deferred exchange.
Buyer agrees to cooperate with Seller by directing Buyer's closing agent to complete
closing forms and wire closing proceeds to the party designated by Seller as the
exchange agent for the Seller, provided, however, that Buyer shall not incur any
additional expense and /or liability to any party including Seller, Seller's agents and the
United States Treasury or any other branch of government, resulting from Seller's
request and action in this matter. Seller shall pay Buyer's closing agent a one time fee
in the amount of $250.00 at closing to provide for Buyer's closing agent's work and
efforts in this matter. Seller shall agree to pay any wire transfer fees /costs and other
incidental costs required to complete this matter.
18
SECTION 42. RESTORATION OF FENCING. Buyer agrees to relocate a
portion of fencing located within the Exhibit "A" property purchased by Buyer to the
boundary of Seller's adjoining remainder property within ninety (90) days from the date
of closing for the purpose of closing a gap in Seller's remainder boundary fence created
by this sale. Buyer shall have the right in its' sole discretion to substitute fencing and
other materials necessary to complete the relocation of the fence. Seller hereby grants
the Buyer and it's agents /assigns a Right of Entry upon the Seller's remainder property
described in Paragraph A., Page 1, of this agreement, for the purpose of accomplishing
the relocation of the fence. Buyer and it's agents /assigns, to the extent allowed by
Florida law, agree to indemnify and hold the Seller harmless from any and all liability
due to the Buyer's use of the Seller's remainder property for relocation of the fence.
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.
WITNESSES:(2 required for each signatory
For the Seller) SELLER:
(1).
Signature
k c,#j
Print Name
Signature
Print Name
nza
Date 110 M
IM
(1). k;�,< a,,-
Signature
Print Name
(2) v► , II C� ( l /C_Jll1 fl� /YIGt�
Signature
Ywc,I) 1 e- 1),x L 1VV&o
Print Name
SELLS .
Renee Lanza
Date O l
CITY OF SANFORD SIGNATURE
Attest:
Y�
Janet Dougherty, City Clerk
Approved as to form and legal syffipiency.
iam,L� VA JC Cit
Vr3: City of Sanford /PersimmonAveProject2010
City Of Sanford
Linda K , Mayor
Dat l Cam,
20
EXHIBIT "A"
SECTION 26, T -19 -S, R-30 -E
SEMINOLE COUNTY. FLORIDA
LEGAL DESCRIPTION (PROPOSED ;POND SITE):
[ r 1111,
A PORTION OF THE SE 114 OF BLOCK 4, TIER 22, SW 114 OF BLOCK 4, TIER 22 & VACATED TAMARIND
AVENUE, FLORIDA LAND & COLONIZATION COMPANY LIMITED MAP OF THE ST. GERTRUDE ADDITION TO
THE TOWN OF SANFORD, AS RECORDED IN PLAT BOOK 1, PAGE 118 OF THE PUBLIC RECORDS OF
SEMINOLE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF BLOCK 4, TIER 22, FLORIDA LAND & COLONIZATION
COMPANY LIMITED MAP OF THE ST. GERTRUDE ADDITION TO THE TOWN OF SANFORD, AS RECORDED
IN PLAT BOOK 1, PAGE 116 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA, SAID POINT
BEING AT THE INTERSECTION OF THE OF THE EAST RIGHT- OF-WAY LINE OF PERSIMMON AVENUE (74'
WIDE PLATTED RIGHT- OF-WA)) AND THE NORTH RIGHT-OF-WAY LINE OF WEST 3RD STREET (66'
PLATTED RIGHT- OF -W41j; THENCE NORTH 89'45'39" EAST, ALONG SAID NORTH RIGHT- OF-WAY LINE OF
WEST 3RD STREET, A DISTANCE OF 213.57 FEET FOR A POINT OF BEGINNING. THENCE NORTH 00 - 14 - 07 '
WEST, DEPARTING SAID NORTH RIGHT OF -WAY LINE, A DISTANCE OF 132.81 FEET TO THE NORTH LINE
OF THE SOUTHEAST 114 OF SAID BLOCK 4, TIER 21; THENCE NORTH 89 EAST, ALONG SAID NORTH
LINE OF THE SOUTHEAST 114 OF BLOCK 4, TIER 21 AND THE NORTH LINE OF THE SOUTHWEST 114 OF
BLOCK 4, TIER 22, A DISTANCE 186.00 FEET; THENCE SOUTH 00'14'07' EAST, DEPARING SAID NORTH
LINE OF THE SOUTHWEST 114 OF BLOCK 4, TIER 22, A DISTANCE 132.78 FEET TO THE AFOREMENTIONED
NORTH RIGHT -OF -WAY LINE OF WEST 3RD STREET, THENCE SOUTH 89'4579' WEST, ALONG SAID
NORTH RIGHT -OF -WAY LINE OF WEST 3RD STREET, A DISTANCE OF 186.00 FEET TO THEPOINT OF
BEGINNING.
THE ABOVE DESCRIBED PARCEL CONTAINING 0.567 ACRES, MORE OR LESS.
NOTES:
1. BEARINGS ARE BASED UPON THE EAST RIGHT-OF WAY LINE OF PERSIMMON AVENUE AS BEING
NORTH 00'13'17 "WEST, AN ASSUMED BEARING.
2. SUBJECT TO EASEMENTS AND RIGHTS -OF -WAY, IF ANY, OF RECORD.
3. NOT VALID WITHOUT SURVEYOR'S ORIGINAL SIGNATURE AND RAISED SEAL.
4. PREPARED BY.' DRMP, INC.
941 LAKE BALDWIN LANE, ORLANDO, FL 32814.
L.B. No. 2648
5. THIS SKETCH IS NOT A SURVEY.
LEGEND:
(C) = CALCULATED DIMENSION
RNLI
- RIGHT- OF-WAY
q = CENTERLINE
STA.
a STATION
CONC. = CONCRETE
T
- TOWNSHIP
COR. = CORNER
PG.
= PAGE'
DRMP = DYER, RIDDLE, MILLS & PRECOURT, INC. LB
= CERTIFICATE OF
AUTHORIZATION NUMBER
EXIST. = EXISTING
R
= RANGE
INC. = INCORPORATED
P.B. = PLAT BOOK
No. =NUMBER
O.R. = OFFICIAL RECORDS (BOOK)
(P) = PLAT DISTANCE
PC = POINT OF CURVATURE
P.O.B. = POINT OF BEGINNING
P.O. C. = POINT OF COMMENCEMENT
PT = POINT OF TANGENCY
THIS SKETGi IS NOT A SURVEY.
Perx c" Avsnu@ISun"y-E O W"Y4 Q -02- TCPCV*Phk
...07.0786.007 mm
PONC-SKDGIN
SEE SHEET 2 OF 2 FOR SKETCH
SKETCH AND
PERSIMMON AVENUE
DESCPIP.TI.ON
DRW
PRO,/ECTNa sNeEr I of t acre 0%2vl0
oTa7ee.00T
aa,w.e.�neoo
. ,
QDRMP
...............
ALLEN QUICKEL. ' .
FLORIDA PROFESSIONAL summr'OR 6 MAPPER NO. Mei
A QUICKEL
nw M1 ww"w— •� -�t
21
EXHIBIT "A"
SECTION 26, T -19-S, R -30 -E
SEMINOLE COUNTY, FLORIDA
132.TV(P) ____----- 132.78'SPL
W Zpp
co tD
CA TAMARIND AVENUE
(82' WIDE PLATTED R" ra S00'13'60'E 132.80
VACATED-
g I
F
o _____ - - - --
---------
13276 (P)
Ij Z
0 *14'orE 132.78 �
SO '
r I�
A I
1
i
1
i 1
Ll
1 ---- ------ -----'1
1 ., ,. ,, ev n m THIS IS N OT A SURVEY
07. 0786.007 PersUnmon Avenu.lSW"Y- QS.s—p+re u�-,up�y..r^ �• ^ ^ ---"
SKETCH AND PERSIMMON AVENUE
DESCRIPTION
DA"' 0p/22/70 wMAMPAWOr.
PA NO. BHEET20f2
07 -0788.007
SEE SHEET 1 OF 2 FOR NOTES, LEGEND sue 1W
d LEGAL DESCRIPTION. (BDRMP A GUICKEL
o&vKft
22
o
xs o
PERSIMMON AVENUE
(TV WIDE PLATTED Rtm
seal..
1 so•
NOWIT17'W 266.66' EAST WIN LINE
13276'(P)
1 132.7s(P)
1
P.O.C.
S,W. OF
l
1
BLOCK 4COR. , TIER 22
1
l
N
l
1
�
+
1
1
1
A '
g
� 1
Z
i
– – – – – – – –
– – – –
– – – – – – – – –
CA
O
..
'
O
LANDS DESCRIBED
IN O.R. 6277, PG. 447
Z m
v
co
� �
cc
p (>,f
i N
I �
li
P.O.B. ;.
1 m
I +�
m
(POND SITE)
is
N00 W 132.81'
m M
132.TV(P) ____----- 132.78'SPL
W Zpp
co tD
CA TAMARIND AVENUE
(82' WIDE PLATTED R" ra S00'13'60'E 132.80
VACATED-
g I
F
o _____ - - - --
---------
13276 (P)
Ij Z
0 *14'orE 132.78 �
SO '
r I�
A I
1
i
1
i 1
Ll
1 ---- ------ -----'1
1 ., ,. ,, ev n m THIS IS N OT A SURVEY
07. 0786.007 PersUnmon Avenu.lSW"Y- QS.s—p+re u�-,up�y..r^ �• ^ ^ ---"
SKETCH AND PERSIMMON AVENUE
DESCRIPTION
DA"' 0p/22/70 wMAMPAWOr.
PA NO. BHEET20f2
07 -0788.007
SEE SHEET 1 OF 2 FOR NOTES, LEGEND sue 1W
d LEGAL DESCRIPTION. (BDRMP A GUICKEL
o&vKft
22