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HomeMy WebLinkAboutVI (A) Contract with Silvestri Investments of Florida, Inc. to purchase 2.06 acres on Clarke Road at Street "A" for the amount of $145,635.00 with funds from the District Four (4) Impact Fee Account AGENDA 6-4-96 ITem VI A Ocoeevte Desevoice r 125 N. Bluford Avenue — Ocoee, Florida 34761 RON STROSNIDER EMERGENCY 656-1313 Fire Chief BUSINESS 656-7796 TO: THE HONORABLE MAYOR AND BOARD OF CITY COMMISSIONERS FROM: Ron Strosnider , Fire Chief (Zs DATE: May 29, 1996 SUB: CONTRACT WITH SILVESTRI INVESTMENTS OF FLORIDA, INC. FOR 2.06 ACRES ON CLARKE ROAD AT STREET "A" BACKGROUND: At the January 16, 1996 Commission Meeting the Commission approved Staff to negotiate with Silvestri Investment of Florida, Inc . for the 2 .06 acres of land on Clarke Road at Street "A" . This land was appraised by the firm of Pinel and Carpenter for a total value estimate of $138 ,700 .00 . After several counter offers from Silvestri Investments a mutual price of $145, 635 has been agreed upon by Staff . The negotiated purchase price is 5% over the appraised value. In recommending this purchase price in excess of the appraised value, the staff has taken into consideration (i ) the valuation date of August 8 , 1995 relative to the closing date of June 12 , 1996 (ii) the potential cost of a condemnation proceeding, and (iii ) the timing of the closing. The property has been surveyed. Attached hereto is the proposed Purchase Agreement . Highlights of the Purchase Agreement are as follows : (1) Purchase Price of $145, 635 . 00 ( 2 ) City pays all closing costs . (3) Closing is scheduled for June 12 , 1996 . ( 4) The City is responsible for rezoning the property for use as a fire station/public services building . ( 5) In the event Clarke Road is not dedicated at the time of closing, a non-exclusive temporary ingress and egress easement will be granted to the City . The property has been discussed at the D.R.C. meeting and at the Planning and Zoning Board meeting. A determination was made that a substantial amendment would be needed to the P .U .D. to permit a Fire Station/Public Service Building to be located on this tract . 014 Ca Page 2 May 29 , 1996 Contract with Silvestri The first reading of Ordinance No. 96-08 was held at the May 21 , 1996 City Commission Meeting with the second reading scheduled for June 4, 1996 . RECOMMENDATION: The Mayor and City Commission approve the Purchase Agreement between Silvestri Investments of Florida, Inc . and the City of Ocoee for a purchase price of $145 , 635 .00 with funding coming from the District Four Fire Impact Fee fund and authorize execution thereof by the Mayor and City Clerk and that the Mayor and City Clerk be further authorized to execute all documents necessary to close the transaction pursuant to the terms of the aforementioned Purchase Agreement . RS/tb. 006 FOLEY & LARDNER ATTORNEYS AT LAW SUITE 1800 A MEMBER OF GLOBALEX III NORTH ORANGE AVENUE WITH MEMBER OFFICES IN ORLANDO, FLORIDA 32801 BERLIN JACKSONVILLE TELEPHONE 14071423-7656 BRUSSELS TALLAHASSEE DRESDEN TAMPA FACSIMILE 14071 648-1743 FRANKFURT WEST PALM BEACH MAILING ADDRESS: LONDON MILWAUKEE PARIS POST OFFICE BOX 2193 MADISON SINGAPORE CHICAGO ORLANDO,FL 32802-2193 STUTTGART WASHINGTON.D.C. TAIPEI HAND DELIVERY MEMORANDUM TO: Chief Ron Strosnider FROM: Paul E. Rosenthal, Esq. , City Attorneys `-- DATE: May 30, 1996 RE: North Fire Station Site: Purchase from Silvestri Investments of Florida, Inc. Please find enclosed a proposed Purchase Agreement with Silvestri Investments of Florida, Inc. for the north fire station site along with my transmittal letter to him of May 28, 1996 . If you have any questions regarding the Purchase Agreement, please let me know. Brad Alley of my office will be coordinating all matters with respect to the closing and preparing all closing documents. Please note that I have indicated that the closing will be held on June 12 , 1996 . It will be necessary to have available the funds to close on that date. We will have a final closing statement several days before the scheduled closing which indicates other closing costs . cc: Bradley K. Alley, Esq. C:\WP51\DOCS\BKA\OCOEE\SLLVESTR\MEMO.115/30/96 TEMPIPER:gm ESTABLISHED 1 8 4 2 CONTRACT FOR SALE AND PURCHASE FLORIDA ASSOCIATION OF REALTORS" AND THE FLORIDA BAR ,PARTIES: SILVESTRI INVESTMENTS OF FLORIDA. INC. a Florida corporation ("Seller"), of 3312 Olde Wharf Run. Winter Park FL 32792 (Phone) (407) 678-7558 and CITY OF OCOEE, a Florida municipal corporation ("Buyer") of 150 N. Lakeshore Dr., Ocoee, FL 34761 (Phone) (407) 656-2322 ' hereby agree that Seller shall sell and Buyer shall buy the following Real Property and Personal Property(collectively"Pro a ")upon the following terms and condittons, which INCLUDE Standards for Real Estate Transactions("Standard(s)")printed on the reverse side or attached hereto an ars and Addenda to this Contract for Sale and Purchase("Contract"). I. DESCRIPTION: (a) Legal description of Real Property located in ORANGE County,Florida:See Exhibit"A"attached hereto and incorporated herein by this reference. (b) Street address,city,zip,of the Property is: N/A (c) Personal Property: NONE II. PURCHASE PRICE $145,635.00 PAYMENT: (a) Deposit(s)to be held in escrow by in the amount of $ — (b) Additional escrow deposit within days after Effective Date(as defined in Paragraph III)in the amount of $ (c) Subject to AND assumption of mortgage in good standing in favor of having an approximate present principal balance of $ (d) Purchase money mortgage and note(see Addendum)bearing annual interest at %in the amount of $ (e) Other: $ (f) Balance to close including third-party loan proceeds(U.S.cash,LOCALLY DRAWN certified or cashier's check),subject to adjustments and proration.$145.635.00 III. TIME FOR ACCEPTANCE OF O}.H'ER;EFFECTIVE DATE;FACSIMILE:If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before JUNE 10 1996 , the deposit(s)will, at Buyer's option, be returned to Buyer and this offer withdrawn.The date of Contract("Effective Date")will be the date when the last one of the Buyer and Seller has signed this offer.A facsimile copy of this Contract and any signatures hereon shall be considered for all purposes as originals. IV. FINANCING: . - • . _ ��a.ua _ • a Y /11 .. • .. . •.. - •1_ _ •.1_ •.I ■ VIII. OCCUPANCY:Seller warrants that there are no parties in occupancy other than Seller; but,if Property is intended to be rented or occupied beyond closing,the fact and terms thereof shall be stated herein and the tenant(s)or occupants disclosed pursuant to Standard F. Seller shall deliver occupancy of Property at time of closing unless otherwise stated herein. If occupancy is to be delivered before closing,Buyer assumes all risk of loss to Property from date of occupancy,shall be responsible and liable for maintenance from that date,and shall be deemed to have accepted Property in its existing condition as of time of taking occupancy unless otherwise stated herein or in a separate writig. IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS:Typewritten or handwritten provisions shall control all printed provisions of this Contract in conflict with them. X. RIDERS:(CHECK those Riders which are applicable AND are attached to this Contract): (a) 0 COASTAL CONSTRUCTION CONTROL LINE RIDER (b) 0 CONDOMINIUM RIDER (c) 0 FHA/VA RIDER (d) ® FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT RIDER (e) 0 INSULATION RIDER (f) 0 "AS IS"RIDER XI. ASSIGNABILITY:(CHECK ONLY ONE): Buyer 0 may assign and thereby be released from further liability under this Contract; 0 may assign but not be released from liability under this Contract;or ® may not assign this Contract. XII. TIME:Time is of the essence of this contract. XIII. DISCLOSURES: Buyer(CHECK ONLY ONE) 0 acknowledges;or 0 does not acknowledge receipt of the Agency/Radon/Compensation Real Property Sales Expense Disclosure Warning,and,if applicable,Mandatory Homeowner's Association disclosures. N/A BUYER'S INITIALS. XIV. MAXIMUM REPAIR COSTS:Seller shall not be responsible for payment of costs in excess of: (a) $ N/A for treatment and repair under Standat4 D(if blank,then 2%of the Purchase Price). (b) $ N/A for repair and replacement under Standard N(if blank,then 3%of the Purchase Price). XV. SPECIAL CLAUSES:If additional space is required,attach Addendum and CHECK HERE THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT.IF NOT FULLY UNDERSTOOD,SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS'AND THE FLORIDA BAR. Approval does not constitute an opinion that any of the terms and conditions in this Contract should be accepted by the parties in a particular transaction.Terms and conditions should be negotiated based upon the respective interests,objectives and bargauting positions of all interested persons. See Attached Signature Page See Attached Signature Page (Buyer) ate (Seller) (Date) Social Security or Tax I.D. # Social Security or Tax I.D.#59-3068388 (Buyer) (Date) (Seller) (Date) Social Security or Tax I.D.# Social Security or Tax I.D.# Deposit under Paragraph II(a)received;IF OTHER THAN CASH,THEN SUBJECT TO CLEARANCE. N/A (Escrow Agent) BROKER'S FEE: The brokers named below(including listing and cooperating brokers),are the only brokers entitled to compensation in connection with this Contract: Name N/A N/A LISTING BROKER COOPERATING BROKERS,IF ANY STANDARDS FOR REAL ESTATE TRANSACTIONS A. EVIDENCE OF TITLE(1)An abstract of title prepared or brought current by a reputable and existing abstract firm(if not existing then certified as correct by an existing firm)purporting to be an accurate synopsis of the instruments affecting title to the Real Property recorded in the public records of the county wherein Real Property is located through Effective Date and which shall .commence with the earliest public records,or such later date as may be customary in the county.Upon closing of this transaction,the abstract shall become the property of Buyer,subject to the right of retention thereof by first mortgagee until fully paid.(2)A title insurance commitment issued by a Florida licensed title insurer agreeing to issue to Buyer,upon recording of the deed to Buyer,an owner's policy of title insurance in the amount of the purchase price insuring Buyer's title to the Real Property,subject only to liens,encumbrances,exceptions or qualifications set forth in this Contract and those which shall be discharged by Seller at or before closing.Seller shall convey marketable title subject only to liens,encumbrances,exceptions or qualifications specified in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law.Buyer shall have 30 days,if abstract,or 5 days,if title commitment,from date of receiving evidence of title to examine it.If title is found defective,Buyer shall,within 3 days thereafter,notify Seller in writing specifying defect(s).If the defect(s)render tido unmarketable,Seller will have 30 days from receipt of notice to remove the defect,failing which Buyer shall within five(5)days after expiration of the thirty(30)day period,deliver written notice to Seller either:(1)extending the time within which Seller shall use diligent effort to remove the defects for a reasonable period not to exceed 120 days;or(2) equesting a refund of deposit(s)paid which shall immediately be returned to Buyer,whereupon,Buyer and Seller shall be released of all further obligations under the Contract.If Buyer fails to so nortify Seller,Buyer shall be deemed to have accepted title as it then is.Seller shall,if title is found unmarketable,use diligent effort to correct defect(s)in the title within the time provided therefor. B. PURCHASE MONEY MORTGAGE;SECURITY AGREEMENT TO SELLER:A purchase money mortgage and mortgage note to Seller shall provide for a 30-day grace period in the event of default if a first mortgage and a 15-day grace period if a second or lesser mortgage;shall provide for right of prepayment in whole or in part without penalty;shall permit acceleration in event of transfer of the Real Property;shall require all prior liens and encumbrances to be kept in good standing and forbid modifications of or future advances under pnor mortgage(s);shall require Buyer to maintain policies of insurance containing a standard mortgagee clause covering all improvements located on the Real Property against fire and all perils included within the term"extended coverage endorsements"and such other risks and perils as Seller may reasonably require,in an amount equal to their highest insurable value;and the mortgage,note and security agreement shall be otherwise in form and content required by Seller;but Seller may only require clauses and coverage customarily found in mortgages,mortgage notes and security agreements generally utilized by savings and loan institutions or state or national banks located in the county wherein Real Property is located.All Personal Property and leases being conveyed or assigned will,at Seller's option,be subject to the lien of a Security Agreement evidenced by recorded Financing Statements.If a balloon mortgage,the final payment will exceed the periodic payments thereon. C. SURVEY:Buyer,at Buyer's expense,within time allowed to deliver evidence of title and to examine same,may have the Property surveyed and certified by a registered Florida surveyor.If survey shows encroachment on Real Property or that improvements located on Real Property encroach on setback lines,easements,lands of others or violate any restrictions,Contract covenants or applicable governmental regulation,the same shall constitute a title defect D. TERMITES:Buyer,at Buyer's expense,within time allowed to deliver evidence of title,may have the Property inspected by a Florida Certified Peat Control Operator("Operator")to determine if there is any visible active termite infestation or visible damage from termite infestation in the Property.If either or both are found,Buyer will have 4 days from date of written notice thereof within which to have cost of treatment,if required,estimated by the Operator and all damage inspected and estimated by a licensed builder or general contractor.Seller shall pay valid costs of treatment and repair all damage up to the amount provided in Paragraph XIV(a).Should estimated costs exceed that amount,Buyer shall have the option of cancelling Contract within 5 days after receipt of contractor's repair estimate by giving written notice to Seller or Buyer may elect to proceed with the transaction,in which event Buyer shall receive a credit at closing of the amount provided in Paragraph XIV(a). "Termites"shall be deemed to include all wood destroying organisms required to be reported under the Florida Pest Control Act. F INGRESS AND EGRESS:Seller warrants and represents that there is ingress and egress to the Real Property sufficient for its intended use as described in Paragraph VII hereof,title to which is in accordance with Standard A. F. LEASES: Seller shall,not less than 15 days before closing,furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy,rental rates,advanced rent and security deposits paid by tenant.If Seller is unable to obtain such letter from each tenant,the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit,and Buyer may thereafter contact tenants to confirm such information.Seller shall,at closing,deliver and assign all original leases to Buyer. G. LIENS:Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence,unless otherwise provided for herein,of any financing statement,claims of lien or potential lienors known to Seller and further attesting that there have been no improvements or repairs to the Property for 90 days immediately preceding date of closing.If Property has been improved or repaired within that time,Seller shall deliver releases or waivers of construction liens executed by all general contractors,subcontractors,suppliers and materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors,subcontractors,suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been paid or will be paid at closing of this Contract. H. PLACE OF CLOSING:Closing shall be held in the county wherein the Real Property is located at the office of the attorney or other closing agent designated by Seller. I. TIME PERIOD:In computing time periods of less than six(6)days,Saturdays,Sundays and state or national legal holidays shall be excluded.Any time periods provided for herein which shall end on a Saturday,Sunday or a legal holiday shall extend to 5:00 p.m.of the next business day. J. DOCUMENTS FOR CLOSING:Seller shall furnish the deed,bill of sale,construction lien affidavit,assignments of leases,tenant and mortgagee estoppel letters and corrective instruments.Buyer shall furnish closing statement,mortgage,mortgage note,security agreement and financing statements. K. EXPENSES:Documentary stamps on the deed and recording of corrective instruments shall be paid by Seller.Documentary stamps and intangible tax on the purchase money mortgage and mortgage assumed,and recording of purchase money mortgage to Seller,deed and financing statements shall be paid by Buyer. L PRORATIONS;CREDITS: Taxes,assessments,rent, interest,insurance and other expenses and revenue of Property shall be prorated through day before closing.Buyer shall have the option of taking over any existing policies of insurance,if assumable,in which event premiums shall be prorated.Cash at closing shall be increased or decreased as may be required by prorations.Prorations will be made through day prior to occupancy if occupancy occurs before closing.Advance rent and security deposits will be credited to Buyer and escrow deposits held by mortgagee will be credited to Seller.Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount,homestead and other exemptions.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 on the prior year's tax.If there are completed improvements on the Real Property by January 1st of year of closing,which improvements were not in existence on January 1st 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 County Property Appraiser for an informal assessment taking into consideration available exemptions.Any tax proration based on an estimate shall,at request of either Buyer or Seller,be subsequently readjusted upon receipt of tax bill on condition that a statement to that effect is in the closing statement M. SPECIAL ASSESSMENT LIENS:Certified,confirmed and ratified special assessment liens as of date of closing(not as of Effective Date)are to be paid by Seller.Pending liens as of date of closing shall be assumed by Buyer.If the improvement has been substantially completed as of Effective Date,such pending lien shall be considered certified,confirmed or ratified and Seller shall,at closing,be charged an amount equal to the last estimate of assessment for the improvement by the public body. N. INSPECTION,REPAIR AND MAINTENANCE Seller warrants that,as of 10 days prior to closing,the ceiling,roof(including the fascia and soffits)and exterior and interior walls,foundation, seawalls(or equivalent)and dockage do not have any VISIBLE EVIDENCE of leaks,water damage or structural damage and that the septic tank,pool,all appliances,mechanical items,heating,cooling, electrical,plumbing systems and machinery are in WORIQNO CONDITION.The foregoing warranty shall be limited to the items specified unless otherwise provided in an addendum.Buyer may,at Buyer's expense,have inspections made of those items by a firm or individual specializing in home inspections and holding an occupational license for such purpose(if required)or by an appropriately licensed Florida contractor.Buyer shall,prior to Buyer's occupancy or not leas than 10 days prior to closing,whichever occurs first,report in writing to Seller such items that do not meet the above standards as to defects.Unless Buyer reports such defects within that time,Buyer shall be deemed to have waived Seller's warranties as to defects not reported.If repairs or replacements are required to comply with this Standard,Seller shall cause them to be made and shall pay up to the amount provided in Paragraph XIV(b).Seller is not required to make repairs or replacements of a cosmetic nature unless caused by a defect Seller is responsible to repair or replace.If the cost for such repair or replacement exceeds the amount provided in Paragraph XIV(b),Buyer or Seller may elect to pay such excess,failing which either party may cancel this Contract.If Seller is unable to correct the defects prior to closing,the cost thereof shall be paid into escrow at closing.Seller shall,upon reasonable notice,provide utilities service and access to the Property for inspections,including a walk-through prior to closing,to ensure that all items of Personal Property are on the Real Property and,subject to the foregoing,that all required repairs and replacements have been made and that the Property,including,but not limited to,the lawn,shrubbery,and pool,if any,has been maintained in the condition existing as of the Effective Date,ordinary wear and tear excepted. O. RISK OF LOSS:If the Property is damaged by fire or other casualty before closing and cost of restoration does not exceed 3%of the assessed valuation of the Property so damaged,cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of this Contract with restoration costs escrowed at closing.If the cost of restoration exceeds 3%of the assessed valuation of the improvements so damaged,Buyer shall have the option of either taking Property as is,together with either the 3%or any insurance proceeds payable by virtue of such loss or damage,or of cancelling this Contract and receiving return of deposit(s). P. PROCEEDS OF SALE;CLOSING PROCEDURE The deed shall be recorded upon clearance of funds.If abstract,evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence.Proceeds of the sale shall be held in escrow by Seller's attorney or by another mutually acceptable escrow agent for a period of not longer than 5 days from and after closing date.If Seller's title is rendered unmarketable,through no fault of Buyer,Buyer shall,within the 5-day period,notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to cure the defect.If Seller fails to timely cure the defect,all deposit(s)and closing funds shall,upon written demand by Buyer and within 5 days after demand,be returned to Buyer and simultaneously with such repayment,Buyer shall return the Personal Property,vacate the Real Property and reconvey the Property to Seller by special warranty deed and bill of sale.If Buyer fails to make timely demand for refund,Buyer shall take title as is,waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale.If a portion of the purchase price is to be derived from institutional financing or refinancing,requirements of the lending institution as to place,time of day and procedures for closing,and for disbursement of mortgage proceeds shall control over contrary provision in this Contract. Seller shall have the right to require from the lending institution a written commitment that it w' not withhold disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor.The escrow and closing procedure required by this Standard may be waived if title agent insures adverse matters pursuant to Section 627.7841,F.S.(1991),as amended. Q. ESCROW:Any escrow agent("Agent")receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly,hold same in escrow and,subject to clearance, disburse them in accordance with terms and conditions of Contract.Failure of clearance of funds shall not excuse Buyer's performance.If in doubt as to Agent's duties or liabilities under the provisions of Contract,Agent may,at Agent's option,continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute.Upon notifying all parties concerned of such action,all liability on the part of Agent shall fully terminate,except to the extent of accounting for any items previously delivered out of escrow.If a licensed real estate broker,Agent will comply with provisions of Chapter 475,F.S.(1991),as amended.Any suit between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder,or in any suit wherein Agent interpleads the subject matter of the escrow,Agent shall recover reasonable attorney's fees and costs incurred with the fees and costs to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party.Parties agree that Agent shall not be liable to any party or person for misdelivery to Buyer or Seller of items subject to this escrow,unless such misdelivery is due to willful breach of this Contract or gross negligence of Agent. R. ATTORNEY'S FEES;COSTS:In any litigation,including breach,enforcement,or interpretation,arising out of this Contrac,the prevailing party in such litigation which,for the purposes of this Standard,shall include Seller,Buyer,listing broker,cooperating agents,Buyer's broker and any subagents to the listing broker or Buyer's broker,shall be entitled to recover reasonable attorney's fees,cost and expenses. S. FAILURE OF PERFORMANCE If Buyer fails to perform this Contract within the time specified,including payment of all deposit(s),the deposit(s)paid by Buyer and deposit(s)agreed to be paid,may be retained by or for the account of Seller as agreed upon liquidated damages,consideration for the execution of this Contract and in full settlement of any claims;whereupon,Buyer and Seller shall be relieved of all obligations under this Contract;or Seller,at Seller's option,may proceed in equity to enforce Seller's rights under this Contract.If,for any reason other than failure of Seller to make Seller's title marketable after diligent effort,Seller fails,neglects or refuses to perform this Contract,the Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s)without thereby waiving any action for damages resulting from Seller's breach. T. CONTRACT NOT RECORDABLE;PERSONS BOUND;NOTICE Neither this Contract,nor any notice of it shall be recorded in any public records.This Contract shall bind and inure to the benefit of the parties and their successors in interest.Whenever the context permits,singular shall include plural and one gender shall include all.Notice given by or to the attorney for any party shall be as effective u if given by or to that party. U. CONVEYANCE Seller shall convey title to the Real Property by statutory warranty,trustee's,personal representative's or guardian's deed,as appropriate to the status of Seller,subject only to matters contained in Paragraph VU and those otherwise accepted by Buyer.Personal Property shall,at request of Buyer,be transferred by an absolute bill of sale with warranty of title,subject only to such matters as may be otherwise provided for herein. V. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract.No modification or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it W. WARRANTY:Seller warrants that there are no facts known to Seller materially affecting the value of the Property which are not readily observable by Buyer or which have not been disclosed to Buyer. Copyright 1994 by THE FLORIDA BAR sod The Merida Aseodatloo or REALTORS' SIGNATURE PAGE FOR CONTRACT FOR SALE AND PURCHASE BY AND BETWEEN SILVESTRI INVESTMENTS OF FLORIDA, INC. ('Sellers) AND THE CITY OF OCOEE (■Buyer■) BUYER' CITY OF OCOEE ATTEST: S. Scott Vandergrift, Mayor Jean Grafton, City Clerk (SEAL) DATE: FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSIONER AT A METTING APPROVED AS TO FORM AND LEGALITY HELD ON , 1996 THIS DAY OF , 1996. UNDER AGENDA ITEM NO. FOLEY & LARDNER BY: SELLER: SILVESTRI II ESTMENTS OF FLORIDA, INC. , a Florida cdtio n ) 9ustavo F. SA.Ivestri Its: Vice-President Date: 3 3 � (CORPORATE SEAL) • C:\WPSI\DOCSIBKA\OCOEE\SILVESTR\SILVESTR.CONI5/29/96 I TEMP BKA:gm ADDENDUM "1" TO CONTRACT FOR SALE AND PURCHASE ("Contract") by and between SILVESTRI INVESTMENTS OF FLORIDA, INC. ("Seller") and the CITY OF OCCyEE, FLORIDA ("Buyer") Dated , 1996 The parties hereto agree that the following provisions are hereby agreed to and incorporated into the Contract: 1. STANDARDS FOR REAL ESTATE TRANSACTIONS B, D, F, J, K, N and S are hereby deleted. 2. Paragraphs IV, V, VI and VII of the Contract are hereby deleted. 3. Real property taxes in connection with the conveyance will be prorated as of the day before the conveyance to the City and the prorated amount shall be paid by Seller and shall be escrowed in accordance with the provisions of Section 196.295, F.S. 4. Buyer agrees to pay all costs of closing as set forth in Standard K. Each party shall pay their respective attorneys' fees, if any, associated with this transaction and the closing. 5. This transaction shall be closed and the Warranty Deed and the other closing documents delivered on June 12, 1996 ("Closing Date") unless extended by other provisions of the Contract. 6. At least five(5) days before Closing Date, Buyer may, at Buyer's expense, obtain a title insurance commitment and, after closing, owner's policy of title insurance in accordance with Standard A. 7. Seller agrees to provide Buyer a Disclosure of Beneficial Interest Affidavit, concurrent with the execution of the Contract, which complies with Section 286.23, Florida Statutes. 8. Seller and Buyer hereby acknowledge and represent to each other that no broker or finder has been employed by either Seller or Buyer in connection with the transaction contemplated in this Contract. 9. Seller shall convey title to the Real Property by Warranty Deed subject only to those matters set forth on Exhibit "B" attached hereto and incorporated herein by this reference ("Permitted Exceptions"). Buyer shall accept title to the Real Property subject only to the Permitted Exceptions. 10. Seller acknowledges that the obligation of Buyer to close on the Property is contingent upon Buyer, at its own expense, securing the appropriate zoning for its intended use as a Fire Station/Public Services building. Seller does hereby authorize Buyer on behalf of Seller to take those actions necessary to acquire appropriate zoning for Buyer's intended use, including but not limited to, an amendment to the Prairie Lakes Planned Unit Development. 11. If Clarke Road has not been dedicated to the City of Ocoee by Closing Date, Seller shall grant to Buyer a non-exclusive temporary ingress and egress easement over Clarke Road terminating upon the dedication of Clarke Road to the City of Ocoee and the acceptance thereof by the City. 12. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS 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. ADDITIONALLY INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. 13. Buyer's counsel shall prepare all documents required for the closing of the Contract and Buyer agrees to pay all costs associated herewith. 14. In the event either party fails to perform this Contract, other than Buyer's failure to obtain the zoning after a good faith effort as set forth in paragraph 10 of this Addendum or Seller's failure to make Seller's title marketable after diligent effort, then either party may seek specific performance of the Contract, but in no event shall either party be entitled to seek damages resulting from the other party's breach. 15. The following are conditions of Closing to be satisfied by Seller: (a) Proof of payment of all taxes on the Property for prior years; (b) Partial Release of that certain Mortgage executed by Silvestri Investments of Florida, Inc., in favor of Peoples First Financial Savings and Loan, dated September 21, 1993, filed in Official Records Book 4623, Page 4060; Financing Statement filed in Official Records Book 4623, Page 4066, Public Records of Orange County, Florida; (c) Partial Release of that certain Temporary Easement given by Buyer to Royal Vista Homes by instrument dated October 11, 1995 and recorded in Official Records Book 4959, Page 1730, Public Records of Orange County, Florida; and 16. This Addendum shall control in the event of any conflict with the Contract. BUYER: CITY OF OCOEE, FLORIDA ATTEST: S. Scott Vandergrift, Mayor Jean Grafton, City Clerk (SEAL) DATE: FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSIONER AT A MEETING APPROVED AS TO FORM AND LEGALITY HELD ON , 1996 THIS _ DAY OF , 1996. UNDER AGENDA ITEM NO. FOLEY & LARDNER BY: City Attorney SELLER: SILVESTRI INVESTMENTS OF FLORIDA, INC., a Florida cozpocation, By: v: Y Gustavo'F. Silvestri Its: Vice-President / Date: 3 3 ' �9 (o (CORPORATE SEAL) • C:\WPSI\DOCS\BKA\OCOEBSILVES MADDENDUM.115/29/96 I TEMP IBKA:gm EXHIBIT LAND DESCRIPTION CLARKE ROAD FIRE STATION SITE A PORTION OF THE NORTHEAST ONE-QUARTER (NE 1/4) OF SECTION 9, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE-QUARTER (NE 1/4) OF SECTION 9, TOWNSHIP 22 SOUTH, RANGE 28 EAST, THENCE SOUTH 01° 19' 46" EAST ALONG THE WEST LINE OF THE SOUTHEAST ONE-QUARTER (SE 1/4) OF SAID SECTION 9, A DISTANCE OF 652.19 FEET; THENCE NORTH 75° 23' 15" EAST ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF THE 60' WIDE SEABOARD SYSTEM RAILROAD, 1239.41 FEET; THENCE NORTH 14° 37' 23" WEST, 199.51 FEET; THENCE NORTHERLY ALONG THE ARC OF A TANGENT CURVE, BEING CONCAVE TO THE EAST, HAVING A RADIUS OF 3274.05 FEET, A CENTRAL ANGLE OF 17° 00' 08", AN ARC DISTANCE OF 971.56 FEET (THE LAST TWO (2) COURSES DESCRIBED BEING COINCIDENT WITH THE CENTERLINE OF CLARKE ROAD); THENCE SOUTH 87° 37' 15" EAST, 50.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 02° 22' 45" EAST ALONG THE EASTERLY RIGHT-OF-WAY LINE OF CLARKE ROAD, 210.71 FEET; THENCE NORTH 89° 16' 28" EAST, 245.00 FEET; THENCE SOUTH 00° 43' 32" EAST, 355.00 FEET; THENCE SOUTH 89° 16' 28" WEST, 236.00 FEET; THENCE NORTH 45° 20' 52" WEST, 35.12 FEET TO A POINT ON THE ARC OF A NON-TANGENT CURVE (RADIAL LINE THRU SAID POINT BEARS SOUTH 89° 44' 52" EAST); THENCE NORTHERLY ALONG THE ARC OF SAID NON-TANGENT CURVE, BEING CONCAVE TO THE EAST, HAVING A RADIUS OF 3224.05 FEET, A CENTRAL ANGLE OF 02° 07' 37", AN ARC DISTANCE OF 119.68 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING IN THE CITY OF OCOEE, ORANGE COUNTY, FLORIDA, CONTAINING 2.064 ACRES MORE OR LESS. PREPARED BY: PROJECT NO 824.003 CEMS CONSULTANTS, INC. MAY 2, 1996 568 WEST SILVER STAR EXTENSION FILE: F:\WPDOC\LEGALS\CLARKE.LND OCOEE, FLORIDA 34761 SHEET 1 OF 2 SHEETS SKETCH OF LAND DESCRIPTION CLARKE ROAD FIRE STATION SITE STATION 211.17.38 PORTION OF THE I 50' 90• I NE 1/4 OF SECTION 9-22-28 v NOT PLATTED Lp11.1 N I N89'16'281E 245.00' N I 1 SCALE t' • 60' 1 I i 1 0 W I g 7.4 I = I o 4. ;; lI ;E W ; I W ^• N I e. I N W 4 a u, I o I ¢ o N 1 < = I I 2.064 ACRES coN o N I I ��n „_,,,' o I W - I NJ 3y) e POINT OF BEGINNING 208 STATION7 S87.37't5'E I 50' 50' o N v I7 N I I zo Q Is a I I 1 �D J J 7 1 1 0 I C" '. N J1 4 1 'S89'14'528E I Ti: T Zm • 50.00' 1 N45'20'52'W 35. 12' ui �v V N s (RADIAL LINE) 16 I �1 I I ry . 1 g I 589.16'281W 236.00' PROPOSED , N = u RIGHT-OF -MAV LINE g �� = _ I _ PROPOSED ROADWAY _ _ , _ _ 5 STATION / 1 I S89'I w ' 1207.00 I I A INTERSECTION J _\ PROPOSED `.,. RIGHT-OF -NAY LINE 4j 1 /414•37'23111I 199.51' a. L HN75239.1�� NORTHERLY RIGHT-OF-NAY LINE SEABOARD SYSTEM RAILROAD (60'NIDE) NOTES/LEGEND: 1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID UNLESS SEALED WITH AN EMBOSSED SURVEYORS SEAL. 2. LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS-OF-WAYS. EASEMENTS, ADJOINERS, OWNERSHIP OR OTHER INSTRUMENTS OF RECORD. 3. THE LANO DESCRIPTION SHOWN HEREON WAS PREPARED BY CENS CONSULTANTS. INC.. BASED ON INFORMATION PROVIDED BY THE CLIENT. THIS IS NOT A SURVEY. 4. BEARINGS SHOWN HEREON ARE RELATIVE TO AN ASSUMED BEARING OF NO2'22'05'E ALONG THE CENTERLINE OF CLARKE ROAD (BETWEEN STATIONS 208.77. 40 ANO 211.117.381 SHOWN HEREON.' 5. GEOMETRY FOR CLARKE ROAD SHOWN HEREON IS BASED ON THE APPROVED CONSTRUCTION PLANS FOR CLARKE ROAD EXTENSION.PHASE ONE GEOMETRY PLAN.PREPARED BY HARLING-LOCKLIN 6 ASSOCIATES INC. CERTIFICATE: . WE HEREBY CERTIFY THAT THIS DRAWING MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH IN RULE 5';17 ACOPTEf1 BY THE FLORIDA BOARD OF LAND SURVEYORS. PURSUANT TO FLORIDA STATUES 472.027. �oo.• a FOR THE FIRM BY: �'I''`r�^'" r�- `` LLI4M J. 31.A I(HAM ` OAT �� ` w ►O SSIQIAL LAO SURVEYOR FL2R1,,.4 Pt;,1STAATION Q. 4334j CA00 FILE: CA00/DESIGN/OFIRE4/OF040ES. • ET�-SHEETS CC f1.0 C© PU@6!] O ` trotal , l] UOQ , REVISION GATE IOR \ F3/PG C. CIVIL ENGINEERING • MAPPING ' SURVEYING 568 WEST SILVER STAR EXT. OCOEE. FLORIDA 34761 RD�ECT N0. 924 003 ( 407)877-7979 ' 1 ' L 9. NO. 52.7 ` ORIGINAL ISSUE 1 8/2/96 OS8 ; --- EXHIBIT "B" PERMITTED EXCEPTIONS 1. Orange County/Prima Vista Utility Company Sewer Service Territorial Agreement filed June 10, 1987 in Official Records Book 3894, Page 1363; First Amendment filed in Official Records Book 4702, Page 2589, Public Records of Orange County, Florida. 2. Orange County/City of Ocoee Water Service Territorial Agreement filed November 23, 1988 in Official Records Book 4034, Page 291; First Amendment filed in Official Records Book 4702, Page 2576, Public Records of Orange County, Florida. 3. Orange County/City of Ocoee Water Service Territorial Agreement filed August 1, 1989 in Official Records Book 4102, Page 367, Public Records of Orange County, Florida. 4. Development Agreement filed December 6, 1991 in Official Records Book 4352, Page 1655; First Amendment filed January 3, 1995 in Official Records Book 4834, Page 2121; Second Amendment filed October 10, 1995 in Official Records Book 4956, Page 4908, Public Records of Orange County, Florida. THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: Bradley K. Alley, Esq. FOLEY&LARDNER 111 North Orange Avenue, Suite 1800 Post Office Box 2193 Orlando, FL 32802-2193 (407) 423-7656 For Recording Purposes Only AFFIDAVIT STATE OF FLORIDA COUNTY OF ORANGE BEFORE ME, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared, GUSTAVO F. SILVESTRI, (the "Affiant"), who being by me first duly sworn upon oath, deposes and says: 1. The Affiant is the Vice-President of SILVESTRI INVESTMENTS OF FLORIDA, INC., a Florida corporation (the "Corporation"). 2. That the Corporation, whose address is 3312 Olde Wharf Run, Winter Park, Florida 32792, is the owner of fee simple title to real property described in EXHIBIT "A" attached hereto and made a part hereof located in Orange County, Florida (the "Property"). 3. That the address of the Affiant is 3312 Olde Wharf Run, Winter Park, Florida 32792. 4. That in his capacity as an officer of the Corporation the Affiant is familiar with the names and addresses of every person having a beneficial interest in the Corporation. 5. The names and addresses of all persons having a beneficial interest in the Corporation are set forth in EXHIBIT "B" attached hereto and made a part hereof. 6. That the Affiant is fully authorized to make and sign this Affidavit and that this Affidavit is based upon personal knowledge. 7. This Affidavit is given in compliance with the requirements of Section 286.23, Florida Statutes, and made under oath, subject to the penalties prescribed for perjury. FURTHER AFFIANT SAYETH NAUGHT. Dated: 5 - 3 0 , 1996 Gustavo F. Silvestri Sworn to and subscribed before ma his 30 day of May, 1996, by GUSTAVO F. SILVESTRI who is personally known to me or ' has produced p/ ,a rz to e—•�� as identification. Notary Public ,y pA RR ALLEYAI _ _ * COMMISSION NUMBER Printed Name: 6: `;;�' ,,• of rarlV4tllivt 529/9�ITEmplaitA:gm fie. ~ ":V; Q? MY COMMISSION EXP. �F PP jig .30.1 998 cAhibi l M" LAND DESCRIPTION CLARKE ROAD FIRE STATION SITE A PORTION OF THE NORTHEAST ONE-QUARTER (NE 1/4) OF SECTION 9, TOWNSHIP 22 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE-QUARTER (NE 1/4) OF SECTION 9, TOWNSHIP 22 SOUTH, RANGE 28 EAST, THENCE SOUTH 01° 19' 46" EAST ALONG THE WEST LINE OF THE SOUTHEAST ONE-QUARTER (SE 1/4) OF SAID SECTION 9, A DISTANCE OF 652.19 FEET; THENCE NORTH 75° 23' 15" EAST ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF THE 60' WIDE SEABOARD SYSTEM RAILROAD, 1239.41 FEET; THENCE NORTH 14° 37' 23" WEST, 199.51 FEET; THENCE NORTHERLY ALONG THE ARC OF A TANGENT CURVE, BEING CONCAVE TO THE EAST, HAVING A RADIUS OF 3274.05 FEET, A CENTRAL ANGLE OF 17° 00' 08", AN ARC DISTANCE OF 971.56 FEET (THE LAST TWO (2) COURSES DESCRIBED BEING COINCIDENT WITH THE CENTERLINE OF CLARKE ROAD); THENCE SOUTH 87° 37' 15" EAST, 50.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 02° 22' 45" EAST ALONG THE EASTERLY RIGHT-OF-WAY LINE OF CLARKE ROAD, 210.71 FEET; THENCE NORTH 89° 16' 28" EAST, 245.00 FEET; THENCE SOUTH 00° 43' 32" EAST, 355.00 FEET; THENCE SOUTH 89° 16' 28" WEST, 236.00 FEET; THENCE NORTH 45° 20' 52" WEST, 35.12 FEET TO A POINT ON THE ARC OF A NON-TANGENT CURVE (RADIAL LINE THRU SAID POINT BEARS SOUTH 89° 44' 52" EAST); THENCE NORTHERLY ALONG THE ARC OF SAID NON-TANGENT CURVE, BEING CONCAVE TO THE EAST, HAVING A RADIUS OF 3224.05 FEET, A CENTRAL ANGLE OF 02° 07' 37", AN ARC DISTANCE OF 119.68 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING IN THE CITY OF OCOEE, ORANGE COUNTY, FLORIDA, CONTAINING 2.064 ACRES MORE OR LESS. PREPARED BY: PROJECT NO 824.003 CEMS CONSULTANTS, INC. MAY 2, 1996 568 WEST SILVER STAR EXTENSION FILE: F:\WPDOC\LEGALS\CLARKE.LND OCOEE, FLORIDA 34761 SHEET 1 OF 2 SHEETS SKETCH OF LAND DESCRIPTION CLARKE ROAD FIRE STATION SITE STATION 211.17.38 PORTION OF THE 50' so'CLARKE NE 1/4 OF SECTION 9-22-28 N NOT PUTTED t I N89'16'28'E 245. 00' w� I I SCALE 1' • 60' I I I W I I I WI I Q I o,4 I _Z W • a n i a ry V ' ' '1 0 W I : ' I ►- W V a _I ;s, I 22 Q o N I of RI t •= I I 2.061 ACRES m N N I I X""1 O P9 I I 4 a64 e POINT OF BEGINNING f 208 ST77.10 S87.31'15'E I o 50' 50' Cl, I 4 I N m 1 t0 Q 1 w I 11, -, rn 1IO• I J s O I a e k 1 89.14'52'E z ' �N 50.00• 1 Nay'20'52'W 35. 12' 2 W N I a (RAOIAL LINE) g*` I k I i N t 1:13N c, g 1 S89•16'28'M 236.00' PROPOSED RIGHT-OF -WAY LINE M " _ " PROPOSED ROADWAY WS STATION / I 1 Ms S89•f 28'M �+ 207.00 F( *g INTERSECTION I 1 V g ;, 1 t \\---::. RIIGHT-OF -WAY LINE N14'37'23'11 199.51' in -,-- N71239. i11 �—NORTHERLY RIGHT-OF-NAY LINE . SEABOARD SYSTEM RAILROAD (60'WIDE) NOTES/LEGEND: 1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID UNLESS SEALED WITH AN EMBOSSED SURVEYORS SEAL. 2. LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS-OF-WAYS, EASEMENTS, ADJOINERS, OWNERSHIP OR OTHER INSTRUMENTS OF RECORD. 3. THE LAND DESCRIPTION SHOWN HEREON WAS PREPARED BY CEMS CONSULTANTS, INC., BASED ON INFORMATION PROVIDED BY THE CLIENT. THIS IS NOT A SURVEY. 4. BEARINGS SHOWN HEREON ARE RELATIVE TO AN ASSUMED BEARING OF NO2.22'05'E ALONG THE CENTERLINE OF CLARKE MAO (BETHEEN STATIONS 208.77. 40 AND 211.117. 38) SHOWN HEREON. 5. GEOMETRY FOR CLARKE ROAD SHOWN HEREON IS BASED ON THE APPROVED CONSTRUCTION PLANS FOR CLARKE ROAD EXTENSION,PHASE ONE GEOMETRY PLAN,PREPARED BY HARLING-LOCKLIN 6 ASSOCIATES INC. CERTIFICATE: . HE HEREBY CERTIFY THAT THIS DRAWING MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH IN RULE 5'!. I7 AOOPTEn BY THE FLORIDA BOARD OF LAND SURVEYORS. PURSUANT TO FLORIDA STATUES 472.027. �D • Q FOR THE FIRM BY: �'I"`rl'�"'• Gl. �����,,��:L�I t+ J. at.A ARAM 'e•( L L 1`:F:OFcSC I U►IAL LAM^ SURVEYOR OAT FL aE; STAAT10N N0. 433d CA00 FILE_ CAOO/OESIGN/OFIRE4/OF040ES. ■ :i:{FET 2 CF 2 SHEETS 4\ �SEUtO Q'� QU@ (�p Q Q'Dto n © . REVISION D FB/PG < CIVIL ENG INEER ING • MAPPING • SURVEYING _ 568 WEST SILVER STAR EXT. I OCOEE. FLORIDA 34761 =gDJECT NO.824. 003 (407)877-7979 L 8. NO. 5267 / ORIGINAL ISSUE i 5/2/96 058 "--- "- EXHIBIT "B" Stockholders of Silvestri Investments of Florida, Inc. 1. Mr. Daniele Silvestri (sole owner) 3033 Chimney Rock, #400 Houston, TX 77056 Phone: (713) 785-6272