968-VT, Inc. S&P-Rinehart RoadRINEHART ROAD PARCEL/V.T., INC.
SALE AND PURCHASE CONTRACT
THIS SALE AND PURCHASE CONTRACT ("Contract"), made by and between
V.T., INC. OF MISSOURI, A/K/A V.T., INC., a Missouri corporation ("Purchaser"), whose
address is 8500 Shawnee Mission Parkway, Suite 200, Shawnee Mission, Kansas 66201;
and CITY OF SANFORD, FLORIDA, a Florida municipal corporation ("Seller"), whose
address is 300 North Park Avenue, Sanford, Florida 32771, effective as of the date of the
acknowledgment of the last party to execute this Contract ("Contract Date").
1. Property. Subject to the terms and provisions hereof, Seller agrees to sell
to Purchaser, and Purchaser agrees to purchase from Seller, that certain' real property
located in Seminole County, Florida, which is described on attached Exhibit "A", together
with all rights, title and interest of Seller in and to that portion of any and all roads,
easements, streets, and ways bounding the land and rights of ingress and egress
("Property").
Purchase Price and Earnest Money.
(a) The purchase price for the Property shall be One Hundred Forty-Five
Thousand and No/100ths Dollars ($145,000.00) (the "Purchase Price"). The Purchase
Price, as adjusted as set forth herein, shall be paid in wired funds at Closing (the
"Closing").
(b) At the time of delivering of this Contract to the Seller, Purchaser shall
deliver to the law firm of Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A. of
Sanford, Florida (the "Escrow Agent"), the sum of Ten Thousand and No/100ths Dollars
($10,000.00) constituting earnest money (the "Deposit").
(c) Seller and Purchaser hereby authorize the Escrow Agent to hold the
Deposit with the understanding that (a) the Escrow Agent is not a party to this Contract and
does not assume any liability for performance or non-performance of the parties; (b) the
monies will be held in an interest bearing account, to be maintained in Sanford, Florida
and may be co-mingled with funds on deposit for the Escrow Agent unrelated to the
transaction contemplated by this Contract; (c) in the event there is any dispute or question
between the parties as to the entitlement or disbursement of the Deposit, the Escrow Agent
is authorized to interplead the Deposit into a court of competent jurisdiction and to recover
from said fund its costs (including reasonable attorney's fees for the filing of the action) in
so proceeding; and (d) the Escrow Agent will not be liable for any disbursement of the
Deposit based upon its good faith interpretation of this Contract.
(d) Both Seller and Purchaser understand and expressly acknowledge
Page 1 of 8
1tR1~-13-2003 THU 04:57 ?fl STENSTROII,,,'I,C;~i'i'OSH, COL3E F,.g.( .,O. 40;~ 2,,;0 25,'~ ?, d,,,iO
that the Escrow Agent acts as legal counsel for Seller on a regular basis.
3. · a~E~L~gL~. During the Inspection Period (defined in Section 6
below), Purchaser may, at its option and expense, obtain a boundary survey (the"Survey")
of the Property and a topographical survey.
4. ~. Within ten (10) days of the Contract Date, Seller shall
provide Purchaser with any existing surveys, environmental reports, plans or other reports,
title insurance policies and abstracts of title pertaining to the Property and in Seller's
possession or readily available, if any. Within twenty (20) days of the Contract Date,
Se~ler shall provide, at its cost, a commitment (the 'Title Commitment") from a Attorney's
Title Insurance Fund, inc. (the "Title Company"), acting through the Seller's. legal counsel
as its local agent, for the issuance of an
pol!cy (the "Title Policy") on the Pr ..... o?er's marketable fee simple title insurance
~per[y In trle a
Pohcy shall be issued by the T~*,^ ," .... mount of the Purchase Price. The Title
- ,,,~ ,~urnpany ~n ~r~e current ALTA form and with regard to
the standard exceptions, (i) there shall be no exception for any construction lien, if an
affidavit of the Seller will remove this exception, (ii) the exception for ad valorem taxes
shall be removed as the Property is tax exempt, and (Jil) there shall be no exception for
rights of parties in possession not shown by public records if an affidavit of the Seller will
remove this exception. Purchaser shall have until five (5) business days prior to the
expiration of the Inspection Period to review the T~tle Commitment and to notify Sailer of
such reasonable written objections as Purchaser may have to matters set forth in the Title
Commitment and the Survey which materially affect the feasibility of Purchaser's
contemplated development. In the event any such objections are made by Purchaser,
Seller shall have a period of thirty (30) days (or longer if so extended in writing by
Purchaser) from the receipt of the same in order to cure such objections. Failure to cure
the objections to Purchaser's satisfaction shall give Purchaser the right to:
(a) waive the title objections and close the sale and purchase; or
(b) terminate this Contract and ol:~aJn a refund of the Deposit, in which
event all rights and obligations between the parties shall be null and
void.
Any matters reflected in the Survey or the Title Commitment to which
Purchaser does not timely object (the "Permitted Exceptions") shall be deemed acceptable
to Purchaser. The premium for the Title Policy shall be paid at the Closing by Seller. Any
search fees or Title Commitment fees shall also be paid by Seller.
In any event there are threatened or pending condemnation proceedings
affecting the Property at any time prior to Closing, Purchaser may at its option:
(aa) proceed to Closing without adjustment of the Purchase Price and
Page 2 of 8
receive an assignment to all condemnation proceeds pertaining to the
Property; or,
(bb) terminate this Contract and obtain a refund of its Deposit whereupon
afl rights and obligations between the parties shall be null and void.
The Closing Date shall be extended automatically during the period that the
Seller is working to cure any written obligations.
5. Existinq Use. The Purchaser acknowledges that the Seller makes no
representation as to existing use or prior immediate uses of the Property.
6. In._~ection Period. The Purchaser shall have the right to terminate this
Contract at any time on or before midnight on the date that is sixty (60) days after the
Contract Date (the "Inspection Period") if Purchaser, in its sole discretion, determines that
it will not develop the Property as a result of the investigations, studies and surveys
accomplished in accordance with Section 3 and Section 7 of this Contract. In the event
Purchaser makes such determination during the Inspection Period and gives Seller notice
of its election to terminate this Contract prior to expiration of the Inspection Period, then
the Escrow Agent shall return the Deposit to the Purchaser to be retained by the Purchaser
and all rights and obligations hereunder shall become null and void. All of Purchaser's
due diligence activities shall be at Purchaser's cost and expense.
7. ~. Purchaser or its agents shall be entitled to enter upon the
Property at any reasonable time after the Contract Date for the purpose of conducting
various s!udies and investigations at the Property nc uding an environmental assessment,
engineering analysis, traffic access and a boundary survey and topographical survey.
Purchaser shall indemnify and hold Seller harmless from any damage to the Property and
from any third party claims or demands, arising from Purchaser's exercise of its right of
entry and activities pursuant thereto.
8. Warranties. Seller hereby represents and warrants to Purchaser that:
(a) Seller has title to the Property free and clear of all liens and leasehold
interests and that the Property is exempt from ad valorem taxes at this time as being
governmentally owned;
(b) Seller has no notice or information of any litigation or administrative
proceeding threatened or pending against the Property or Seller's interest in it;
(c) Seller has no notice of information indicating and makes no
representation relative to the presence of hydrocarbons, hazardous wastes, toxic
materials, asbestos or environmental pollutants on the Property and shall not cause or
Page 3 of 8
authorize any of the same to be introduced to the Property while this Contract is in force
and the Property shall be purchased "as is";
(d) So long as this Contract is in force, Seller shall not, without
Purchaser's consent, execute any easements or restrictions or otherwise take or permit
any action which would constitute an exception under the Survey, Title Commitment or
Title Policy.
(e) The Seller makes no warranty with regard to the condition,
composition or status, whatsoever, of any structure on the Property and, the Property shall
be purchased Uas is".
Should any representation by Seller herein prove false as s~t forth herein,
Purchaser shall be entitled to terminate this Contract and have the Deposit refunded to
Purchaser, in which event all rights and obligations hereunder shall terminate.
9. Real Estate Commissions. Each party represents and warrants to the other
that no real estate or other commissions or fees are due in connection with the sale
contemplated by this Contract. Each party indemnifies the other for any costs or liability
resulting from said party's contact with any broker other than as specified herein.
10. Attorney's Fees. Each party agrees to pay its own attorney's fees.
11. Closinq Place and Time. The closing of this Contract ("Closing") shall occur
at the law offices of Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A., 200 W.
First Street, Ste. 22, Sanford, Florida, on a date thirty (30) days following the expiration of
the Inspection Period, as defined in Section 6.
12.
~to Close. Purchaser's obligation to close the sale contemplated
hereby is expressly conditioned upon:
(a)
all of Seller's covenants and obligations being fully performed or
performance waived by Purchaser;
(b)
all representations and warranties made by Seller in this Contract
being true and correct as of the Closing; and
(c)
Seller and Purchaser shall at Closing enter into a separate
agreement which provides that prior to the time Purchaser obtains
final site plan approval from the Seller authorizing the Purchaser to
develop automobile dealerships on the Property and the adjacent
tract of real estate containing approximately 32.5 acres (the "Abutting
Parcel") and legally described in Exhibit B, attached hereto and
Page 4 of 8
incorporated herein by reference (or, if the site plan application
lapses or is abandoned, within ten (10) days of such action), Seller
and Purchaser must agree upon the location and the form of a
permanent and perpetual potable water well easement agreement
over an area located on either the Property or the Abutting Parcel
which has the dimensions of twenty feet by twenty feet (20' x 20')
("Utility Easement Area") over which Utility Easement Area the Seller
shall have the right and full authority enter upon, mine, dig, excavate,
construct and maintain, as the Seller and its assigns may deem
reasonably necessary, electrical pumps, water pipes, wires, utilities,
and appurtenances, and other reasonably necessary potable water
utility facilities over, under and through the Utility Easement Area
along with an access easement being twenty feet '(20') in width
(preferably along the property line) to access the Utility Easement
Area to reasonably enter upon the delineated traffic routes as they
may exist from time to time on the contiguous lands of Purchaser so
as to provide Seller with reasonable access so that Seller may
accomplish the aforesaid actions. Until the separate agreement is
entered, the Seller shall have reasonable access and right-of-entry
onto the Property.
If the sale contemplated hereby is not consummated due to a default or
inability to perform on the part of the Seller or failure to satisfy all foregoing conditions,
then the Deposit shall be returned to Purchaser by the Escrow Agent upon notice to
Escrow Agent from Purchaser specifying a (i) default or (ii) inability to satisfy conditions
and neither party shall have any further liability to the other; provided, however, that, in the
event of Seller's wrongful refusal or wrongful failure to perform, Purchaser shall also be
entitled to specific performance and all other remedies available at law or in equity.
Otherwise, the Deposit shall be transferred to the Seller as set forth herein.
13. Seller's._Reme_~y.~. In the event:
(a)
all of Seller's representations and warranties are or would be true at
the Closing;
(b)
Seller is able to deliver fee simple title to Purchaser subject only to
the Permitted Exceptions;
(c)
all of the covenants and obligations which are required to be
performed by Seller in this Contract are fully performed and the other
conditions which must be satisfied prior to Closing are satisfied to the
reasonable satisfaction of the Purchaser; and,
Page 5 of 8
14.
16.
(d)
performance of this Contract is tendered by Seller and Purchaser fails
or refuses to consummate the sale through no fault of Seller, then the
Deposit shall be delivered to Seller as liquidated damages and no
other rights or remedies shall be enforceable by or available to Seller
against Purchaser or its assigns.
Assi,qnment. Purchaser shall be entitled to assign its rights, title and
interest in this Contract as well as all obligations hereunder.
15. Closin,q/Post Closinq.
(a) At Closing:
Seller shall deliver a statutory Special Warranty Deed ("Deed")
for the Property to Purchaser. Seller shall pay all transfer
taxes (document taxes) and Purchaser shall pay any other
costs of recording the Deed. Each party shall pay its owns
attorneys fees.
(2)
Possession of, and title to, the Property "as is", shall be
delivered to Purchaser by Seller subject only to the Permitted
Exceptions and the T~tle Policy shall be issued by the Title
Company.
(3)
Any significant and material change, occurring after the
Contract Date, in the physical condition of the Property prior to
Closing not caused by the Purchaser shall entitle Purchaser to
cancel this Contract and immediately recover the Deposit.
(4)
Seller shall furnish such typical affidavits as shall be
reasonably required by the Title Company to remove from the
Title Policy the standard printed exceptions, such affidavits to
comply with Section 1445 of the Internal Revenue Code
(certifying Seller is not a foreign person) and such other typical
document reasonably required by Purchaser or the Title
Company.
(5)
If all requirements for Closing are met and Seller is not in
default hereunder, Purchaser shall deliver the Purchase Price
(less credits, if any) to Seller.
Notices: All notices required or permitted hereunder shall be in writing and
deemed delivered when:
Page 6 of 8
(a) actually received in person if hand-delivered,
(b)
one (1) business day after deposited with an overnight courier,
or
(c)
three (3) days after deposited in the U.S. Mail, certified letter,
return receipt requested.
To Purchaser:
V.T., Inc.
Attn: Cecil Van Tuyl
8500 Shawnee Mission Parkway, Suite 200
Shawnee Mission, KS 66202
To Seller:
City of Sanford, Florida
Attn: City Manager
300 N. Park Avenue
Post Office Box 1788
Sanford, Florida 32772-1788
To Escrow Agent:
Stenstrom, Mclntosh, Colbert,
Whigham & Simmons, P.A.
200 W. 1" Street, Ste. 22
Post Office Box 4848
Sanford, Florida 32772-4848
or such other address as delivered in writing to the other party.
17. Contract Date. The Contract Date or "the date hereof" is the date of
execution by the last party (including the Escrow Agent) to execute this Contract.
18. Entire A,qreement. This Contract shall be construed and interpreted in
accordance with the laws of the State of Florida. This Contract may not be modified or
amended, except by an agreement in writing signed by Seller and Purchaser. Each person
executing this Contract warrants and represents that persons' full authorization to do so.
Venue for any dispute shall be in the Eighteenth Judicial Circuit Court in and for Seminole
County, Florida. This Contract constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings of the parties. Multiple counterparts of this Contract may
be executed by the parties hereto. Each such executed counterpart shall have the full
force and effect of an original executed instrument.
Page 7 of 8
19. Miscellaneous.
(a) Time is of the essence in the performance of this Contract.
(b) All covenants and obligations of the parties set forth herein shall
survive Closing and conveyance and recording of the instrument of conveyance.
20. Contract Not Recorded. Neither this Contract nor any notice of this
Contract shall be recorded on any public records.
IN WITNESSWHEREOF, each party had executed this Contract, effective as of the
date of execution by the last party (including the Escrow Agent) to execute this Contract.
Robert J. Holcomb, Secretary
Purchaser:
V.T., INC. OF MISSOUri a/Ida V.T., Inc.
Date Executed: /'~d~c~ ,)c/~ (2 d-./
Seller:
CITY OF SANFORD, FLORIDA
BraUdy LessJ, r(~, Mayor
ATTEST:
~lanet R. Dougherty, Oity Clerk ~
Date Executed:"~ ¢~"~r2, 2003
Escrow Agent:
STENSTROM, MclNTOSH, COLBERT,
WHIGHAM & SIMMONS, P.A.
By:.
Date Executed:
I:%ng\Cities~2003~anfore'V~peements\V.T., Inc. Contract 1-25-03.wpd
Page 8 of 8
MAR-03-2003 IION 10:08 BI1 STENSTROM, MCINT0~H, COLBE F~X 1t0. 407 330 2379 P, 02/02
LEGAL DE$CI~IPTION:
'l'lle east 5 chains ~the ~uthwest one quarter of Section 3,2, Town. hip 19 South, Range
30 East, lying nortJ~ ~ Rinehart Road.
L~al De~c~lxion of tt~e ?arc:!
#102
09/I 1/02
Ref. Dwi.
3625
SE.MINOLE TO~;~/NE Ck-N'TER
FEE ?.~.CEL
.;2.5Z9 AC.
A ~or:icn >£Tmc:s !6 md t' Se-,a':..i:oie Tovme ,Center R::iar- ?la Be. ok -'7. P:ges g - 93.
PuNic Record. s, Seminoie Count':'. F'.o~d,a. Se:'-.on 3". T ~v,~,sixi.". t0 Sou:i,...R.~-.g¢ 30 E~ ~
shov,'~ on Florida Department o f T.,-anspormtio n ~ght-of-~,'ay map. Sec:ion No. 77t ~0-2-:-; 5.
being a por6,on of lands as described m OfficiaI R~or~ Book 2538. Page 1962. PuNic Records
of Seminole Count?.'. Florida. and ~,ein', mot" aar. icalariv desc,'%ed ~ foilov,'s:
Cow~'t`.e.~ce at the $ou~east comer of the Nor'_kwest Y* of said Sec:ion 32 ~.a 2" iron pipe ~ no'.','
exists), ran Nor-th 89° 50' 41" Wes: along the South !ine of s~d Nor',hwe~, :/, ~'or 13.79
the Sot:~".east comer o~ said Trac: i 6 (a !5" iron. rod LB =3556.0.3 tbot Nor. h as now ¢xls~s~ said
point ~eing the point of begirming; thence cor. tinue Sou.'.h 89" 50' 41" Wesz, along ~,he Souta
of said Tr.',ct 16 for 2053.56 feet to a point; the?.ce run North 22" 26' 1-t" East for 109.58 feet
a point of curvature of a curve concave Southerly; thence nm EasTerly along_ said cra-ye M'.'~g a
radius of 1125.98 feet, a central angle of 61° 55' 10" an arc len=-a.h of 1216.84, and chord bear:,ng
of Nor:..h 53° 23' 48" East to a point: thence run North 84" 21' 23" East for 299.84 feet, to ~e
point of'curvature ora curve concave Northerly; thence run Easterly along said cu.rve hav~g a
radius of 1477.83 feet, a central ~.qgle of 12° 34' 01" an arc length of 324.14, and chord bear~x~g
of South 75' 25' 21" Eazt to a point; thence r',m North 00° 00' 00" East for 166.17 feet to a point;
thence run North 84* 31' 35" East for 428. l I feet to a point; thence run North 84° 56' 05" East
for 99.44 feet to a point: said point being on the Westerly right-of-way ~ of Towne Center
Boulevard, thence run South 17° 36' 30" West along mid fight-of-way line 373.40 feet to the
point of curvature of a curve concave Easterly; thence nm Southerly, along ~.id Westerly right-
of-v'ay line and said curve, having a radius length of 725.00 feet. a central angle of 38° 24' 52",
an arc len=~,h of 486.08 feet, a chord length of 477.03 £e~t, and a chord bearing of South 01: 35'
57" East to the point oftangency; thence run South 20" 48' 23" East. along said Westerly right-
of-way line, 125.79 feet to a point lying on the South line of the aforesaid Northwest quarter of
Section 32, to the point of begim',ing. Said point of land containing 32.529 acres, more or tess.
I ~=' 9e,/e!oome:~ STAFT ALA-",' SEMINOLE