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979-Sanford Gymnastics AssocPrepared by and return to: Lonnie N. Groot, Esquire Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A. 200 West First Street, Suite 22 Sanford, Florida 32771 Parcel IDg: 06-20-31-502-0600-0010 r,,/-q-7 q SANFORD GYMNASTICS ASSOCIATION, INC. ACQUISITION CONTRACT THIS ACQUISITION CONTRACT is made and entered into by and between SANFORD GYMNASTICS ASSOCIATION, INC., (hereinafter referred to as the "Seller/Lessee") and THE CITY OF SANFORD, FLORIDA, a municipal corporation, (hereinafter referred to as the "Buyer/City/Lessor') on the dates below written. RECITALS: A. Buyer/City/Lessor owns the real property hereinafter more partiCUlarly described in Exhibit 'A' to this Contract (hereinafter referred to as the #Property"). B. The Seller/Lessee holds a leasehold interest in the property described in the Lease, dated Apd125, 1988, is attached hereto as Exhibit "B' (hereinafter referred to as the "Lease"). C. The text of the Lease between the parties indicates that the Lease is not scheduled to terminate until December 31,2017. D. Buyer/City/Lessor desires to purchase and buy out the leasehold interest of the Seller/Lessee, as such may exist, in the property described in Exhibit 'A" for One Hundred Fifty Thousand Dollars ($150,000.00) on the terms, and under the conditions hereinafter set forth, subject to survey. NOW, THEREFORE, in consideration of the mutual covenant and agreements herein contained, 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 verbatim. SECTION 2. PROPERTY TO BE SOLD AND PURCHASED. For the consideration herein set forth, the Seller/Lessee agrees to sell to Buyer/City/Lessor, and Buyer/City/Lessor agrees to purchase from Seller/Lessee all of Seller/Lessee's rights, title and interest in the real and personal property hereinafter described, to wit: (a) The leasehold interest in real property situate in Seminole County, Flodda, and described and depicted in Exhibit (b) Included as part of the Property are all buildings, fixtures and improvements, if any, of whatsoever kind, nature or description, owned by Seller/Lessee and presently situated on, in or under, or hereafter erected, installed or placed on, in or under the Property. SECTION 3. PURCHASE PRICE AND METHOD OF PAYMENT, (a) The total price for the Property, subject to adjustments provided for, is payable as set forth in Subsection (3)(b). (b) One Hundred Fifty Thousand Dollars ($150,000.00), said sum being payable in cashier's check or certified funds on the date of Closing subject to evidence of marketable title to Buyer/City/Lessor's satisfaction. SECTION 4. EVIDENCE OF TITLE_ Page 2 of 23 (a) The Buyer/City/Lessor may procure issuance of a title insurance commitment issued through the law firm of Stenstrom, Mclntosh, Colbert, VVhigham & Simmons, P.A., acting as issuing agent for a qualified title insurer agreeing to issue to Buyer/City/Lessor upon recording of the deed to Buyer/City/Lessor, a fee owner's policy of title insurance (ALTA Form) in the amount of the purchase pdce of the Property, insudng the title of the Buyer/City/Lessor to the Property, subject only to the so-called "Standard Exceptions" contained on the inside jacket cover of the standard ALTA Form of commitment. Said commitment shall provide that there is no impairment to access to and from the Property by means of a public roadway and 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 Seller/Lessee 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 Buyer/City/Lessor at Buyer/City/Lessor's expense). Buyer/City/Lessor shall have fifteen (15) days from receipt of the commitment in which to examine the title insurance commitment and provide wdtten objections to Seller/Lessee; thereafter, any objection shall be deemed waived. (b) Seller/Lessee shall have thirty (30) days after notice from Buyer/City/Lessor specifying the Title Defects adsing from the Seller/Lessee's occupancy ofthe Property (as hereafter defined) within which to eliminate or curethem. Seller/Lessee shall use good faith and diligent efforts to timely eliminate or cure the Title Defects (as hereafter defined), including the bdnging of necessary suits. Titie shall be conveyed in as unencumbered status as existed at the inception of the Lease between the parties. If any Page 3 of 23 title matters adse after the commitment's effective date and pdor to Closing that ara not contemplated as Standard Exceptions under this Contract and Buyer/City/Lessor objects to them by notice to Seller/Lessee before Closing, then such matters shall be treated as Title Defects under this Contract, and the Closing may be extended for up to thirty (30) days to allow Seller/Lessea sufficient time to eliminate or cure such Title Defects if caused by the acts of the Seller/Lessee. Any liens, encumbrances, defects, exceptions, qualifications, or other matters listed in the commitment that ara not Permitted Exceptions ara referred to herain as ITitle Defects". If Seller/Lessee is not successful in eliminating or curing the Title Defects within the time pedod provided therefor, Buyer/City/Lessor may accept the title as it then is, thereby waiving all objections to the Title Defects, or demand that the Seller/Lessee cara such Title Defects in accordance with the obligation to ratain unencumberad title to the Buyer/City/Lesser at the termination of the Lease. SECTIONS, CONVEYANCE OF LAND AND iMPROVEMENTS AND PERSON,,~i (a) Title to the Property shall be conveyed to the Buyer/City/Lessor by quit claim granting, conveying and releasing the Seller/Lessee's interast to the Property, including, but not limited to, those adsing under the Lease, free and dear of all liens, encumbrances and matters whatsoever except the following: (1) Taxes for the year of closing and subsequent years; (2) Zoning, rastdctions, prohibitions and other raquiraments imposed by governmental authority or as shown on the plat; and (3) Easements for utilities, drainage and ingrass and egrass, and a general ralease and satisfaction pertaining to the Lease. Page 4 of 23 (b) Additionally, the Seller/Lessee shall provide to the Buyer/City/Lessor an absolute bill of sale conveying to the Buyer/City/Lessor and warranting unencumbered title to all personal property. (c) The matters stated in this Section are defined as "Permitted Exceptions" and there are no other exceptions to the Buyer/City/Lessor obtaining free and clear title to the Property. ,~ECTION 6. SURVEY AND ENVIRONMENTAL AUDIT. (a) The Buyer/City/Lessor, at Buyer/City/Lessor's expense, may have the Property surveyed (or an existing survey recertified) within sixty (60) days after the Effective Date. The Seller/Lessee agrees to reasonably and fully cooperate in this effort. The plats of survey shall be prepared by registered and licensed Florida surveyors. The plats of survey shall be certified to Buyer/City/Lessor and to the title insurance company. The plats of survey shall reflect that the survey was performed (and the plats of survey were prepared) in compliance with the Minimum Technical Standards for Land Surveying in the State of Flodda (Chapter 21 HH-6, Florida Administrative Code). The plats of survey shall locate all improvements on the Property as wall as all easements and other matters affecting the Property as disclosed in the title insurance commitment referred to in Section 4. Buyer/City/Lessor shall take title to the Property subject to any matter that is disclosed by said survey, unless Buyer/City/Lessor objects before the end of the Inspection Pedod. (b) Buyer/City/Lessor may, at Buyer/City/Lessor's expense, and within sixty (60) days after the Effective Date, obtain a so-called ~Level I Environmental Audit Report" with respect to the Property prepared by a reputable environmental engineering firm Page 5 of 23 reasonably acceptable to Buyer/City/Lessor as well as any other studies and investigations relating to the Property. Should Buyer/City/Lessor require a so-called 'Level II Environmental Audit Report" of the Property, Seller/Lessee agrees to allow and Buyer/City/Lessor agrees to pay for said Level II Environmental Audit Report. SECTION 7. INSPECTION PERIOD (a) During the sixty (60) day pedod (herein referred to as the "Inspection Period") from and after the Effective Date of this Contract, Buyer/City/Lessor shall have the right to make and conduct, and to approve or disapprove, in its sole discretion, the results of the following applications, inspections and investigations (hereinafter for convenience collectively referred to as the 'Investigations"), and similar type investigations and inspections all of which will be conducted at Buyer/City/Lessor's sole cost and expense: (1) Physical inspection of the Property. (2) Real estate tax bills and/or receipts in Seller/Lessee's possession relating to the Property. (3) All plans and specifications, if any, in Seller/Lessee's possession, or under Seller/Lessae's control, relating to the Improvements, if any. (4) All assignments, releases, leases, licenses, agreements, warranties, guarantees and third party contracts relating to any portion of the Property. (5) Seller/Lessee's liability insurance policies relating to the Property. (6) All permits, licenses and certificates relating to the Property as may be in Seller/Lessee's possession or under Seller/Les,see's control. (7) All leases or licenses, if any, and outdoor sign agreements, affecting the Property. Page 6 of 23 (8) Investigations to determine the availability of necessary utilities for operation of the Property. (9) Such soil and environmental studies, engineering and architectural analyses and studies as Buyer/City/Lessor may desire. (10) Demographic studies, market analyses, traffic counts, traffic flow patterns, and the like. (11) Investigation of any other matter or thing which Buyer/City/Lessor deems appropriate concerning the Property. (b) Seller/Lessee shall deliver copies of the items set forth in Section 7(2), (3), (4), (5), (6) and (7) to Buyer/City/Lessor within ten (10) days of the Effective Date hereof. Buyer/City/Lessor may, at any time prior to the expiration of the Inspection Pedod, terminate this Contract by wdtten notice to Seller/Lessee and, upon such timely termination, all parties shall be released from further liability under this Contract, but the Seller/Lessee shall continue to be fully obligated to perform under the Lease. In the event Buyer/City/Lessor fails to terminate this Contract on or before the expiration of the Inspection Pedod, Buyer/City/Lessor's right to terminate this Contract by reason of any matter or condition which either was, or could have been disclosed, in or by virtue of the Investigations prior to the expiration of the Inspection Period shall cease such that unless Buyer/City/Lessor elects to terminate this Contract on or before expiration of the Inspection Pedod as aforesaid, Buyer/City/Lessor shall be obligated to close hereunder with Seller/Lessee provided: (i) Seller/Lessee fulfills Seller/Lessee's obligations hereunder concerning conveyance of the Property to Buyer/City/Lessor subject only to the matters set forth in Section 5, (ii) Seller/Lessee provides at Closing the written certification referred to in Section 9 concerning the representations and warranties therein set forth, (iii) Page 7 of 23 Buyer/City/Lessor has obtained conditional and final approval of the City Commission of the City of Sanford to purchase the Property, and (iv) Seller/Leesee is not otherwise in default. SECTION 8. RIGHT OF ENTRY. (a) In addition to the BuyerlCity/Lessor's rights arising under the Lease, the Seller/Lessee agrees that during the Inspection Pedod, Buyer/City/Lessor, through its authorized agents, employees and/or independent contractors, shall be entitled to enter upon the Property at all reasonable times to perform the Survey's and Investigations referred to in Sections 6 and 7. The Seller/Lessee agrees to make available to Buyer/City/Lessor, through its duly authorized agents, employees or independent contractors, all books and records as described in Section 7 in Seller/Lessee's possession or under Seller/Lessee's control relating to the Property. Such books and records may be examined by Buyer/City/Lessor through its agents, employees and/or independent contractors, at all reasonable times. No records may be removed from Seller/Lessee's place of business. Provided this Contract is not terminated on or before the expiration of the Inspection Period, Buyer/City/Lessor and Buyer/City/Lessor's agents, employees and independent contractors shall be entitled to enter upon the Property at all reasonable times following the expiration of the Inspection Pedod and through the date of Closing. (b) To the extent permitted by law, Buyer/City/Lessor agrees to indemnify and hold Seller/Lessee harmless against all liens (whether common law or statutory), claims, demands, and causes of action, including reasonable attorney's fees at the thai level and in any appellate proceeding, for non-payment of labor, services, or materials rendered at the direction of Buyer/City/Lessor in connection with the completion or conduct of the Investigations, and against liability for damage or injudes to persons or property, Page 8 of 23 arising, directly or indirectly, from any activity on or in connection with the Property by Buyer/City/Lessor, or its officers or employees. All activities carried out by Buyer/City/Lessor on the Property in connection with the Investigations shall be so conducted and carded out dudng normal business hours. Buyer/City/Lessor shall restore the Property to substantially the same condition as it existed pdor to this Contract after completing its investigations. SECTION 9. REPRESENTATIONS AND WARRANTIES. (a) Seller/Lessee warrants and represents that to SellerlLessee's best knowledge and belief the representations and statements made in this Section are true and correct as of the Effective Date of this Contract. (b) Buyer/City/Lessor's obligation to close under this Contract is conditioned and contingent upon delivery by Seller/Lessee to Buyer/City/Lessor at the time of Closing of a written certification and agreement specifying that the representations and warranties contained in this Section are true and correct as of the date of Closing. (c) Seller/Lessee shall remain liable to Buyer/City/Lessor from and after the date of Closing with respect to any damages suffered by Buyer/City/Lessor as a result of such representations being false as of the date of Closing or in the event any such warranties were breached as of the date of Closing; it being the intent of the parties that although Seller/Lessee's liability shall survive Closing and continue following the Closing, the determination as to whether a representation was false or a warranty breached shall be made as of the date of Closing. (d) The Seller/Lessee hereby warrants and represents to its knowledge and belief that: Page 9 of 23 (1) (2) (3) (4) (5) (6) (7) (8) Any and all real and personal property taxes on or relating to the Property for years prior to the year of Closing will have been paid in full. All bills for work done or material furnished by or at the request of Seller/Lessee to or for the improvement of the Property will have been paid in full, or provision made for payment, such that no lien therefor, whether statutory or common law, may properly be filed or enforced against the Property. There is no pending or threatened eminent domain proceeding by virtue of which any portion of the Property will be taken. There are no judgments, order or stipulations and there are no legal actions, suits or other legal or administrative proceedings pending or threatened which will affect the Property. Seller/Lessee has not received any notice from any insurance company which has issued a policy or has been requested to issue a policy with respect to any portion of the Property, or any board of fire underwriters or any other body exercising similar functions, requiring, as a precondition to the issuance of any insurance policy (or continuation of any existing insurance coverage), the performance of any repair, alterations, or other work which has not been Complied with. No person, firm, corporation or other entity (except Buyer/City/Lessor) has any contract, option or right of any nature relating to the Property. There are no management, service, supply or maintenance contracts (hereinafter collectively referred to as the "Service Contracts") which ara applicable to or affect the Property except those which will be exhibited to Buyer/City/Lessor during the Inspection Period. Said Service contracts will be listed in a written schedule which shall be furnished by Seller/Lessee to Buyer/City/Lessor within the first ten (10) days of the Inspection Pedod. From and after the Effective Date, Seller/Lessee will not Page 10 of 23 (9) create or suffer the imposition of record of any encumbrance or matter affecting title to the Property without Buyer/City/Lessor's pdor wdtten consent, which will not be unreasonably withheld or delayed. From and after the last day of the Inspection Pedod, Seller/Lessee will maintain the physical condition of the Property in substantially the same condition as exists on the last day of the Inspection Period, ordina~j wear, tear and damage by casualty or the elements, and any taking under the power of eminent domain, excepted. From and after the last day of the Inspection Period, Seller/Lessee shall not cause or suffer the removal of any of the improvements to the Property unless the item or items so removed is replaced by an item of comparable quality serving the same or similar purpose. Notwithstanding the foregoing provisions of this Section, Seller/Lessee shall not be responsible for damage to any of the improvements caused by Buyer/City/Lessor or Buyer/City/Lessor's agents, employees or independent contractors while performing the Inspections referred to in Section 7. (10) (11) There is no administrative or judicial proceeding pending relating to the Property. Seller/Lessee will not, pdor to Closing, initiate or institute any administrative or judicial proceeding relating to the Property and will advise the Buyer/City/Lessor in writing of any such matters initiated by others relating to the Property. Dudng the Inspection Period, Seller/Lessee, if requested, will furnish to Buyer/City/Lessor, copies of all water, sewer and electrical bills for the Property in Seller/Lessee's possession or under Seller/Lessee's control for the six (6) month pedod immediately pdor to the Effective Date of this Contract. (12) Seller/Lessee warrants that there are no facts known to Seller/Lessee materially affecting the value of the Property which are not readily observable by Buyer/City/Lessor or which have not been disclosed to Buyer/City/Lessor. (13) (1) Seller/Lessee represents and warrants that the Property is not now being used and has not been Page 11 of 23 (2) used dudng the pedod of the Lease by any business or other activity which uses or used toxic chemicals, hazardous substances (including, but not limited to, hazardous wastes) or substances likely to infiltrate the soil or groundwater and is not now being used and has not been used dudng the pedod of the Lease as a hazardous or toxic chemical storage facility. Seller/Lessee represents and warrants that the Property has not caused a violation of any Federal, State or local law, rule, ordinance or regulation relating to hazardous substances or hazardous wastes, or to environmental conditions on, under, on or about the Property, including, but not limited to, soil and groundwater conditions, since Seller/Lessee took possession under the Lease. (3) Seller/Lessee agrees to indemnify, reimburse, defend and hold harmless the Buyer/City/Lessor from and against all demands, claims, liabilities, fines, fees, losses or expenses (including attoreey fees and costs, cleanup costs and fines) by reason of liability, including, but not limited to, any strict or statutory liability, imposed upon Buyer/City/Lessor, arising out of or as a consequence of the use of the Property by Seller/Lessee as a hazardous waste or toxic chemical storage facility. (4) The Seller/Lessee represents that there are no hazardous wastes or other forms of environmental contamination located in, on or upon the Property resulting from the use of the Property by the Seller/Lessee. SECTION 10. DEFAULT AND REMEDIES. (a) Default bv Buyer/City/Lessor and Remedies of Seller/Le-e-_~;:': In the event Buyer/City/Lessor defaults in the timely performance of any of Buyer/City/Lessor's obligations under this Contract, and the Seller/Lessee so notifies the Buyer/City/Lessor, all Page 12 of 23 parties shall be released from further liability hereunder. (b) Default bv Seller/Lessee and Remedies of Buver/Citv/Le-_~sor. In the event Seller/Lessee fails, neglects or refuses to timely perform any of its obligations under this Contract, Buyer/City/Lessor shall have either of the following remedies: (1) Buyer/City/Lessor shall have the dght of action against Seller/Lessee for specific performance. If the Buyer/City/Lessor institutes an action for specific performance, then in that event occurring, the prevailing party shall also be entitled to recover costs and reasonable attorney's fees incurred in any such action and in any appellate proceedings stemming therefrom; or (2) In the alternative, Buyer/City/Lessor may elect to terminate this Contract by written notice to Seller/Lessee. (3) Buyer/City/Lessor may assert its right under the Lease. SECTION 11. BROKERS. (a) Buyer/City/Lessor represents and warrants to Seller/Lessee that Buyer/City/Lessor has not dealt with any realtor, broker, or finder concerning the Property. Seller/Lessee represents and warrants to Buyer/City/Lessor that Seller/Lessee has not dealt with any realtor, broker or finder concerning the Property. The parties agree to indemnify, defend and hold one another harmless with respect to any and all losses, costs, damages or expenses arising out of, or attributable to, any claims 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 Buyer/City/Lessor. Seller/Lessee agrees to indemnify and hold Buyer/City/Lessor harmless against any and all liability, losses, costs, damages or expenses, arising out of, or attributable to, any claim to a finder's fee or Page 13 of 23 brokerage commission predicated upon any alleged agreement between Seller/Lessee and any such broker or finder. (b) Each representation, warranty and agreement contained in this Section shall survive Closing and delivery to Buyer/City/Lesser of the instruments transferring title to the Property. SECTION 12. DATE AND PLACE OF CLOSING/CONTINGENCY, This Contract shall be closed in the offices of the closing agent, Stenstrom, Mclntosh, Colbert, Whigham & Simmons, P.A., (sometimes herein referred to as the"Closing Attorneys"), 200 West First Street, Sanford, FL, thirty (30) days following the expiration of the Inspection Period, unless such Closing date is accelerated or extended in accordance with the terms of this Contract; provided, however, that the Closing under this Contract shall not occur unless and until the Buyer/City/Lessor has closed on the sale of the parcel described in Exhibit"C" for the sales price of One Hundred Forty-Five Thousand Dollars ($145,000.00) with V.T., Inc. Within thirty (30) days of the V.T., Inc. closing, this Contract shall be closed. If the closing of the V.T., Inc. transaction has not occurred on or before December 31, 2003, this Contract shall be automatically terminated and the parties shall be released from each other as to the terms and conditions of this Contract, but not the Lease. SECTION 13. DOCUMENTS FOR CLOSING, (a) At the Closing, the Seller/Lessee will execute and deliver, or cause to be executed and delivered, the following instruments and documents: (1) A duly executed and acknowledged quit claim deed granting, conveying and releasing to Buyer/City/Lessor title to the Property as defined in this Contract. Page 14 of 23 (2) (3) (4) (5) (7) A general release of all rights arising under or pertaining to the Lease. An Assignment of all of Seller/Lessee's right (if any) in, to and under any outstanding permits, licenses, warranties and guarantees, if any, regarding the Property to the full extent, if any, that such may be assigned by Seller/Lessee to Buyer/City/Lessor. A Lien, Possession and Encumbrance Affidavit executed by Seller/Lessee certifying against any work done or materials delivered or furnished to the Property and/or the Improvements by or at the direction of Seller/Lessee 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 Buyer/City/Lessor as specified in Section 4. Said Affidavit shall also specify facts sufficient to allow the deletion of"the gap" of"persons in possession" from the Standard Exception regarding same. Such Affidavit and other instruments and documents in form reasonably satisfactory to the title insurance company necessary to establish of record that the signatures on the deed(s) and other instruments conveying title to the Property are sufficient to bind the Seller/Lessee and convey the Property to Buyer/City/Lessor, that all requisite approvals under Seller/Lessee's ownership structure have been obtained and that the transactions contemplated in this Contract are not prohibited or restricted in any way under or by virtue of any trust provision relating to the Seller/Lessee. An Affidavit that all liabilities, claims, demands or expenses of any kind against Seller/Lessee 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 Property. An absolute Bill of Sale with regard to any and all personal property located in, on or upon the Property. Page 15 of 23 (b) Buyer/City/Lessor shall deliver at Closing, the following: (1) In the event Buyer/City/Lessor elects to assign its dghts hereunder, a wdtten 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/City/Lessor hereunder. (2) Payment (in cash, by cashier's check or by completed bank wire transfer to an account designated by Seller/Lessee) of an amount sufficient to complete payment by the purchase price specified in Section 3 (US funds only). SECTION 14, EXPENSES Seller/Lessee shall pay for the cost and recording of any corrective instruments required to clear title caused as a result of the actions of the Seller/Lessee. Buyer/City/Lessor shall pay the cost of documentary stamps to be affixed to the quit claim deed, any survey that it may commission, the Level I and/or II Environmental Audit Report that it may commission, the cost to record the deed, any title insurance premium and other instruments and the cost for any inspections or testing under Section 7. SECTION 15. PRORATIONS AND ADJUSTMENT~, (a) The following are to be apportioned as of 12:01 A.M. on the date of Closing: (1) Water charges and sawer charges, if any. Real estate taxes and personal property taxes. (2) (3) Such other items, if any, as are customarily adjusted between buyers and sellers, it being intended that the items set forth in this Section are illustrative only and that the parties will make such other adjustments at or after Closing as are necessary so that Seller/Lessee shall have all the benefits and burdens of the Property up to and including midnight of the day preceding the date of Closing and Buyer/City/Lessor shall have all the benefits and burdens of the Property after midnight of the day Page 16 of 23 preceding the date of Closing. (b) The Seller/Lessee agrees to indemnify and hold the Buyer/City/Lessor harmless of any and all liabilities, claims, demands and expenses concerning Seller/Lessee's operation and management of the Property prior to the date of Closing, including, but not limited to, attorney's fees and costs. The parties agree that should a claim or lawsuit be directed to Buyer/City/Lessor to which this indemnity applies, that Buyer/City/Lessor will furnish same to Seller/Lessee within ten (10) days by certified mail. Seller/Lessee shall have ten (10) days in which to elect to resolve or defend the claim on Buyer/City/Lessor's behalf. If Seller/Lessee fails to elect within said ten (10) day pedod, Buyer/City/Lessor shall resolve or defend the claim on terms acceptable to Buyer/City/Lessor. (c) date of closing. The Seller/Lessee shall maintain insurance on the Property until the SECTION 16, PRORATIONS OF TAXES I'REAL AND PERSONALi. 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 current year's assessment is not available, then taxes will be prorated based on the prior year's tax; provided however, if there are completed improvements on the Property by January 1 =t of year of Closing, which improvements were not in existence on January l=t of the prior year, then taxes shall be prorated based upon the pdor year's millage and at an equitable assessment to be agreed upon between the parties, failing which, request will be Page 17 of 23 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 17. RISK OF LOSS_ In the event of any damage to the Property by fire or other casualty that is covered by insurance and, considering its nature and extent, can be repaired pdor to the date of Closing hereunder, Seller/Lessee 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 Property shall have been restored to a condition substantially equal to or batter than that existing immediately pdor to the fire or casualty). SECTION 18, RADON Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present a health dsk to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Fiodda. Additional information regarding radon and radon testing may be obtained from the County health unit. SECTION 19. MISC;I I ANEOUS. (a) The parties hereto agree that neither this instrument nor any notice or memorandum thereof shall be recorded in any public records within the State of Florida. Notwithstanding the foregoing, Seller/Lessae acknowledges that Buyer/City/Lessor is subject to the Florida Public Records Law and cannot prevent disclosure of this Contract Page 18 of 23 except as sat forth in Section 166.045 and Section 119.07(3)(n), Florida Statutes, and the Constitution of the State of Flodda. (b) Seller/Lessee agrees that for a period of six (6) months, upon request of the Buyer/City/Lessor, after the date of Closing Seller/Lessee shall reasonably cooperate with Buyer/City/Lessor of information conceming the Property and relating to pedods prior to the date of Closing provided that the requested information is readily available to Seller/Lessee from Seller/Lessee's books and records and provided further that Buyer/City/Lessor reimburses to Seller/Lessee, in advance, Selier/Lessee's costs and expenses in procuring and furnishing such requested information to Buyer/City/Lessor. (c) 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. (d) The provisions of this Contract shall bind and inure to the benefit of the heirs, personal represantatives, successors and assigns of the parties. Buyer/City/Lessor may assign its dghts hereunder. Any such assignment shall be by written instrument executed by Buyer/City/Lessor and such assignee and in which said assignee assumes and agrees to perform all of the obligations of Buyer/City/Lessor hereunder. (e) This Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. (f) This Contract (and all exhibits thereto) constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter Page 19 of 23 hereof. No modification or amendment of this Contract shall be valid and binding upon the parties unless in wdting and executed by the parties to be bound thereby. The provisions of this Contract shall survive Closing and delivery of the deed and other Closing documents and shall not be extinguished by merger, (g) In connection with any litigation, including, but not limited to, appellate proceedings, adsing out of this Contract, the prevailing party shall be entitled to recover all costs and reasonable attorney's fees. (h) 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. 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. As used herein, "Effective Date" shall mean the date on which the City Commission of the City of Sanford, Florida has conditionally approved this 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. Time is of the essence of this Contract. (i) The fact that one of the parties may be deemed to have drafted or structured any provision hereof shall not be considered in construing the particular provision either in favor of or against such party. (j) All monies to be paid hereunder, whether the purchase pdce of the Property, 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 (US funds only). (k) The Escrow Agent or the Closing Attorneys receiving funds and/or Page 20 of 23 instruments is authorized and agrees by acceptance thereof to hold same in escrow and to deliver and disburse same (subject to clearance of checks), in accordance with the terms and conditions of this Contract. In the event of doubt es to its duties or liabilities under the provisions of this Contract, the Escrow Agent or the Closing Attomeys may, in its or their sole discretion, continue to hold the monies and/or instruments which are the subject of the escrow until the parties mutually agree to the delivery and/or disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it or they may deposit all the monies and/or instruments then held pursuant to this Contract with the Clerk of the Circuit Court of Seminole County, Florida, and, upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent and/or the Closing Attorneys (as appropriate) shall fully terminate, except to the extent of accounting for any monies and/or instruments theretofore delivered out of escrow. In the event of any suit between the parties wherein the Escrow Agent and/or the Closing Attorneys is made a party, or in the event of any suit wherein the Closing Attomeys and/or the Escrow Agent interpleads the subject matter of the escrow, the Closing Attorneys shall not be disqualified from representing the Buyer/City/Lessor and/or Seller/Lessee hereunder and the Escrow Agent and/or the Closing Attorneys shall be entitled to recover a reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. (I) This Contract is conditioned upon and subject to the conditional and final approval of the City Commission of the City of Sanford, Florida, compliance with Section166.045, Florida Statutes, and the Charter of the City of Sanford, Florida, as well as any other requirements of FIodda laws. Page 21 of 23 (m) The parties agree that signatures by facsimile transmission shall be binding, IN WITNESS WHEREOF, the parties hereto have executed and delivered this instrument on the day and year indicated below. Signed, sealed and delivered in the presence of: Seller/Lessee: SANFORD GYMNASTIC ASSOCIATION, INC. Printed Name Date ~ ' ' STATE OF FLORIDA ) COUNTY OF SEMINOLE ) The fot'eg(~ing instrument was acknowledged before me this ) ~day of January, 2003, by ~ L~:;Jll ~-~n~-t-~- --~--'~-'~s ~-~; ~ cr,~ forSanford Gymnastic Association, Inc. who is personally known to me or who produced his/her Florida Ddver's License as identification. Notary Public Pdnted / 'l'yped Name Page 22 of 23 ATTEST: ,J~net R. Dougherty, C~ Clerk ~/ Buyer/City/Lessor: CITY OF SANFORD, FLORIDA STATE OF FLORIDA ) COUNTY OF SEMINOLE ) .,z~p~_' L The foregong n~trument was acknowledged before me this ¢/~7~ day of [;~eel~e~, 2003, by ~:~)~,~/y'~ ,~.~s~-~.~ ,~F as ~.r_.f~ ~ 'for Brady Lessard, Mayor ~3f the City of Sanford, wh~ is personall~ known to me or who produced his/her Florida Driver's License as ide?ltifi~ation.~ //// (Seal) ~lot~-y Public ~ JO¥CE R. McCOY f~ ~ Notary Pub~,: S!ate of Ronda '%.) My co!IHn a×'~res 0,% 02, 2005 ~ ?o DD76000 thru Ashtoo Agenc¢ !; ~ t0~451-a854 Page 23 of 23 Seminole County Property Appraise~ Get Information by Parcel Number Page 1 of 1 PARCEL DETAIL : 2003 WOR~NG VALUE SUMMARY GENE~L Value M~h~: ~et Pam~ Id: ~-2041~- ~-~10 T~ D~t~: S1-SANFORD Nu~r of BulMIn~s: 1 ~ne~ ~NFORD CI~ ~s: ~ ~pm~t~ Bl~ Value: ~18,~2 OF CHARITABL~IVlC Add.s: PO BOX 1788 ~d V~ue (Ma~): $~,~1 C~,6~e~pC~e: SANFORD FL ~ ~nd V~ue Ag: $0 Pm~y Address: ~1 ~H PL E Ju~Ma~ Value: ~1,~3 F~ Na~: KIWANIS PARK ~n ~MUNICIPA~C:PUB SC ~ Valu~ ~1,~3 T~Me V~ue: $0 ULES 2002 VALUE SUM~RY ~ ~m ~ok Page A~unt V~lmp 2002 T~ Bill A~u~: $0 Find Comparable Sal~ w~hin th~ DOR C~e ~ND ~nd Asses Me~ Fmn~ge ~ffi ~d Un8 md LEGAL DESCRIPTION P~T Un~ PH~ VNue ~G LOTS 1 TO ~ & 1~ OF VACD ST ON E BLK 6 FRONT FOOT & PALM TER~CE DEPTH ~ 251 PB 4 PG 82 ACR~GE 0 0 3.~ 8,2~.~ $~,~ BUILDING INFO~A~ON Bid Num ~d C~ss Year BE Fi~u~ Gmss SF ~Hes ~ Wall Bid Value E~ C~ N~ 1 RESIDENTIAL 1~ 4 10,~ 1 METAL PREFINISHED ~18,~2 $~1,~6 ~TE: A~ va~es sho~ am NO T ce~d valu~ and ~em~m am su~ to chan~ be~m being ~a~ed ~r ~ vgomm tax .6?RIL , Municipal SANFORD Sanford, LEASE II THIS LEASE, made and entered into this ~Sth- day of A.D., 1988, by and between CITY OF SANFORD, FLORIDA, a Corporation, hereinafter called "Lessor',, and the GYMNASTICS ASSOCIATION, INC., a Florida corporation, Florida, hereinafter called - ,, Lessee , WI TNE S S E TH: For and in consideration of the sum of ONE DOLLAR, per year, together with other good and valuable consideration, as well as the COvenants and agreements hereinafter contained, Lessor does rent and hire unto Lessee and Lessee rents and hires from Lesson the property in the City of Sanford, Florida, described in the Exhibit attached hereto and m~de a part hereof upon the following terms and conditions~ 1. The term of this Lease shall be for a period of thirty (30) years, said term shall commence on January 1, 1988, and terminate on December, 31, 2017. The rental sum shall be the sum of ONE AND NO/100 ($1.00) DOLLAR per year, the ONE AND NO/100 above being the consideration term of this Lease. ($1.00) DOLLAR recited for the first year of the Lessee shall have the right to use the property which is the subject matter of this Lease for gymnastics purposes. Lessee agrees to proceed within 180 days of the execution of this Lease to make improvements on the property and to complete them within 365 days of the execution of this lease. The Lessor during the entire term of this lease ,. reserves the right to vacate or create utility easements on the leased premises and further reserves the right to utilize, where appropriate and feasible in Lessor's sole discretion, the premises for reclaimed water irrigation purposes. If so utilized Lessor shall install, maintain and operate the reclaimed water irrigation system. The same shall not operate so as' to interfere with Lessee e building. Lessor during the entire term of thi~ lease reserves for itself and the general public Lessor and the general public the all parking areas and outside entrance facilities constructed by Lessee. The use parking areas and outside restroom facilities and Lessee grants to right to use any and restroom of the shall be available to the general public in connection with the general public's use and enjoyment of the public park area adjacent to the parcel subject to this lease. At any time Lessee ceases to utilize the property for gymnastics purposes, this Lease shall immediately terminate and shall be of no further force and effect. A Plan of improvements and time schedule shall be presented to Lessor for (60) days of the Lease. by Lessee and Lessor with. approval within the first sixty The schedule as may be amended shall be followed and complied Th~ parties specifically agree that all improvements which are made on the property which are of a permanent nature and affixed to the land shall remain on the leased premises at the termination of this Lease and shall be considered the property of the Lessor. Lessee shall, during the term of this Lease, and at its expense, perform all necessary maintenance and repairs to any facilities and structures which are erected on the leased premises, including parking areas. Lessee shall maintain grounds in condition acceptable to Lessor. Construction on the site and use of the site will be city codes relative to these subject to all applicable matters. Lessee at all times will indemnify and save Lessor harmless from any and all fault, liability, damage, -2- 10. suits, or other costs arising out of ~%r in any way connected with the use or occupancy and improvements to the demised premises by Lessee, and in connection therewith, will maintain in force during the lease term a policy or policies of insurance protecting Lessor in less than ONE HUNDRED THOUSAND AND NO/100 a sum not ($100,000.00) person and ($300,000.00) accident, ($25,000.00) also carry DOLLARS for personal injury to any one THREE HUNDRED THOUSAND AND NO/100 DOLLARS for persgnal injury from any in an amount equal to full Lessor as additional insured. Lessee shall not assign this portion of the leased premises written consent of Lessor. and TWENTY FIVE THOUSAND AND NO/100 DOLLARS property damage. Lessee shall fire insurance on any buildings constructed insurable value, naming Lease or sublet any without the express Lessee shall pay all taxes, both real and personal, if any, caused by the improvement of the leased premises and construction of a building thereon, other than a reclaimed water irrigation system. IN WITNESS WHEREOF, the this Lease in Seminole County, hereinabove written. Witnesses: parties hereto have executed Florida, on the day and year CITY OF SANFORD, FLORIDA, a Municipal Corporation. ' U Mayor ~__~y Clerk~,/ -3- Witnesses: SANFORD GYMNAStiCS ASSOCIA- TION, INC., a Florida Corpora- tion. · J ~resident ' // ~ Secretary -4- EXHIBIT Legal description of property described in Lease between CITY OF SANFORD, FLORIDA and the SANFORD GYMNASTICS ASSOCIATION, INC. Lots 1 through 5 and 16 through 20, Block 6, PALM TERRACE, according to plat thereof as recorded in Plat Book 4, Page 82, Public Records of Seminole County, Florida, TOGETHER WITH the Right of Ingress and Egress to said property over the West 20 feet of Lot 1, Block 6, and the East 20 feet of Lot 16, Block 6, PALM TERRACE, Plat Book 4, page 82, Public Records of Seminole County, Florida.