HomeMy WebLinkAboutVII (J) Glad Tidings Church - Approval of Purchase Agenda 4-15-2003
Item VII J
FOLEY : LARDNER
ATTORNEYS AT LAW
MEMORANDUM
CLIENT MATTER NUMBER
020377.0627
TO: The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City Attorney
DATE: April 9, 2003
RE: Purchase of Glad Tidings Property Located at 1701 Adair Street
At the City Commission meeting of March 4, 2003, direction was given to staff to
negotiate a purchase agreement with Glad Tidings Church for the acquisition of their property
located at 1701 Adair Street with such purchase agreement being brought back to the City
Commission for final action. Pursuant thereto, a meeting was held with representatives of the
Church on March II, 2003 and a proposed purchase agreement was prepared thereafter. The
proposed agreement has now been finalized with legal counsel for the Church and is acceptable
to the Church. Attached hereto is a proposed Contract for Sale and Purchase between Ocoee
Glad Tidings Assembly of God, Inc. and the City of Ocoee (the"Purchase Agreement").
At our meeting with the Church representatives, the staff indicated that the City
was interested in purchasing the Property at a price not to exceed the City appraisal of$425,000.
The subject of a discount based on there being no broker was also discussed. The Church
representatives advised that they believed the Church's appraisal of$432,000.00 was a fair price
and that they were not interested in signing a contract at a lower price. Accordingly, the attached
Purchase Agreement reflects a Purchase Price of$432,000.00 as proposed by the Church. The
difference between the Church's appraised value and the City's appraised value is less than 2%
and is negligible from an overall appraisal standpoint. There is no legal impediment to the City
proceeding to acquire the Property based upon the Church's appraisal.
Other highlights of the Purchase Agreement are as follows:
(1) Closing would occur on June 30, 2003.
(2) At the closing the Church will execute the City's standard Recreation Facility Use
Application which will authorize the limited post-closing use of the Property for a
period of up to one (1) year with payments being based on the current City
charges for the use of other City facilities. The Church's use will be limited to all
day on Sundays and from 6:00 p.m. to 9:00 p.m. on Wednesdays. The Church
will be entitled to maintain their entrance identification signage on the Property
during this post-closing use. The Church may discontinue such use at any time
upon thirty(30) days notice to the City.
006292157.1 FOLEY& LARDNER
FOLEY : LARDNER
(3) The City will obtain, at the City's expense, a title commitment and survey. The
City will also be permitted to undertake appropriate due diligence and inspections.
In connection therewith, the City will have until June 4, 2003 (the "Inspection
Period") within which to investigate the subject property. The City may terminate
prior to the expiration of the Inspection Period.
(4) The City will receive the Property in "as is" condition. The City will not be
entitled to any purchase price adjustment in the event it is not satisfied with the
condition of the real and personal property. The sole remedy will be to terminate
during the Inspection Period.
(5) In the event of a default by either party, the sole remedy will be specific
performance of the contract. Neither party has the right to sue the other party for
damages.
(6) The obligation of the Church to sell the Property is contingent upon the receipt of
necessary congregational and Church approval within thirty (30) days of the
Effective Date and delivery notice thereof to the City.
(7) All of the personal property, including the kitchen equipment, will be conveyed to
the City except for portable desks, church props, the sound and projection systems
and the pews which will be removed post-closing by the Church.
During the Inspection Period the City staff intends to obtain the following, all at the City's
expense: Title Commitment; Survey; Environmental Site Assessment; Termite Inspection; and
Inspection Report with respect to the condition of the building and equipment to be conveyed to
the City. While the results of the City's inspection will be available to the City Commission, the
staff does not intend to bring this matter back to the Commission for further action unless issues
are identified during the course of the due diligence which materially differ from our
understanding of the condition of the Property on the Effective Date of the Purchase Agreement.
If the City Commission desires to proceed with the acquisition of the Property,
then the appropriate action would he to approve the Contract for Sale and Purchase between
Ocoee Glad 'tidings Assembly of God, Inc. and the City of Ocoee for a purchase price of
$432,000.00 and authorize execution thereof by the Mayor and City Clerk and further authorize
the Mayor and City Clerk to execute all closing documents necessary to consummate the closing
and further authorize the staff to pursue appropriate due diligence investigations of the condition
of the Property during the Inspection Period, with funding for all of the foregoing coming from
the Capital Project Reserve Fund..
PER/jlh
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006 292157.1
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS®AND THE FLORIDA BAR.
Contract for Sale and Purchase
FLORIDA ASSOCIATION OF REALTORS a AND TIIE FLORIDA BAR
PARTIES: OCOEE GLAD TIDINGS ASSEMBLY OF GOD, INC.,a Florida non-profit corporation ("Seller"),
and CITY OF OCOEE,FLORIDA,a municipal corporation ("Buyer"),
hereby agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property(collectively"Property")
pursuant to the terms and conditions of this Contract for Sale and Purchase and any riders and addenda("Contract"):
I. DESCRIPTION:
(a) Legal description of the Real Property located in _Orange County, Florida: See Exhibit "A" attached hereto and by this
reference made a part hereof. The Real Property described in Exhibit "A" is intended to constitute all of the contiguous property
owned by Seller on which the existing Glad Tidings Church bui lding is presently located.
(b) Street address,city,zip,of the Property: 1701 Adair Street,Ocoee,Florida 34761
(c) Personal Property includes existing range, refrigerator, dishwasher, ceiling fans, light fixtures, and window treatments unless
specifically excluded below.
Other items included are: NONE
Items of Personal Property(and leased items,if any)excluded arc: All portable desks; church props; sound and projection systems;
pews.
II. PURCIIASE PRICE(U.S.currency): S 432,000.00
PAYMENT:
(a) Deposit held in escrow by N/A (Escrow Agent)in the amount of: S N/A
(b) Additional escrow deposit to be made to Escrow Agent within days after Effective Date
(see Paragraph III)in the amount of S N/A
(c) Assumption of existing mortgage in good standing(see Paragraph IV(c))having an approximate
present principal balance of S N/A
(d) New mortgage financing with a Lender(see Paragraph IV(b))in the amount of S N/A
(e) Purchase money mortgage and note to Seller(See Paragraph IV(d))in the amount of S N/A
(1) Other: N/A S N/A
(g) Balance to close by cash or LOCALLY DRAWN cashier's or official bank check(s),subject
to adjustments or prorations S 432,000.00
III. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE:
(a) If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated writing between the parties
on or before April 17, 2003 , the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. UNLESS
OTHERWISE STATED, THE TIME FOR ACCEPTANCE OF ANY COUNTEROFFERS SHALL BE 2 DAYS FROM THE
DATE THE COUNTEROFFER IS DELIVERED.
(b) The date of Contract("Effective Date")will be the date when the Buyer and Seller has signed this Contract.
IV. FINANCING:
X (a) This is a cash transaction with no contingencies for financing;
❑ (b) This Contract is contingent on Buyer obtaining approval of a loan ("loan Approval") within days after Effective Date for
(CHECK ONLY ONE):0 a fixed; O an adjustable;or 0 a fixed or adjustable rate loan,in the principal amount of$ ,at an
initial interest rate not to exceed %,discount and origination fees not to exceed %of principal amount,and for a
term of years. Buyer will make application within days (if blank, then 5 days) after Effective Date and use reasonable
diligence to obtain Loan Approval and,thereafter,to satisfy terms and conditions of the Loan Approval and close the loan. Buyer shall
pay all loan expenses. If Buyer fails to obtain a Loan Approval or fails to waive Buyer's rights under this subparagraph within the time
for obtaining Loan Approval or, after diligent, good faith effort, fails to meet the terms and conditions of the Loan Approval by
Closing,then either party thereafter,by written notice to the other,may cancel this Contract and Buyer shall be refunded the deposit(s):
❑ (c) Assumption of existing mortgage(see rider for terms);or
❑ (d) Seller financing(sec Standard B and riders;addenda;or special clauses for terms).
V. TITLE EVIDENCE:At least 10 days(if blank,then 5 days)before Closing:
• (a) Title insurance commitment with legible copies of instruments listed as exceptions attached thereto("Title Commitment')and,
after Closing, an owner's policy of title insurance(see Standard A for terms); or 0 (b) Abstract of title or other evidence of title (see
rider for terms),shall be obtained by(CHECK ONLY ONE): 0 (I)Seller,at Seller's expense and delivered to Buyer or Buyer's attorney;or
(2)Buyer at Buyer's expense.
Vi. CLOSING DATE: This transaction shall be closed and the closing documents delivered on June 30,2003 ("Closing'),
unless modified by other provisions of this Contract.If Buyer is unable to(brain I lazard, Wind, Flood,or I lemeownerr' insuranoeaFa
rs, o .. ra1 -4o .. --Aker ,Jtaye,-,,.tr o go;-, w r 3.kas-aft"" :.ai{;:Je.
VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Seller shall convey marketable title subject to: comprehensive land use plans,
zoning,restrictions,prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the
plat or otherwise common to the subdivision; outstanding oil,gas and mineral rights of record without fight of entry; unplatted public
utility easements of record(located contiguous to real property lines and not more than 10 feet in width as to
FAR/BAR-OS 10/01/FINAL VERSION 006.288504-3
the rear or front lines and 7 I/2 feet in width as to the side lines} taxes for year of Closing and subsequent years; and assumed
mortgages and purchase money mortgages,if any(if additional items,see addendum); provided,that there exists at Closing no violation
of the foregoing and none prevent use of the Property for governmental and recreational purpose(s).
VIII.00CUPANCY: Seller shall deliver occupancy of Property to Buyer at time of Closing unless otherwise stated herein. If Property is
intended to be rented or occupied beyond Closing,the fact and terms thereof and the tenant(s)or occupants shall be disclosed pursuant
to Standard F. If occupancy is to be delivered before Closing, Buyer assumes all risks 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.
IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS:Typewritten or handwritten provisions,riders and addenda shall control all
printed provisions of this Contract in conflict with them.
X. ASSIGNABILITY: (CHECK ONLY ONE): Buyer ❑ may assign and thereby be released from any further liability under this
Contract; O may assign but not be released from liability under this Contract;or M may not assign this Contract.
Xl. DISCLOSURES:
(a) O CHECK HERE if the Property is subject to a special assessment lien imposed by a public body payable in installments which
continue beyond Closing and,if so,specify who shall pay amounts due after Closing: O Seller ❑ Buyer ❑Other(sec addendum).
(b) Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present health nsks
to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in
Florida.Additional information regarding radon or radon testing may be obtained from your County Public health unit.
(e) Buyer acknowledges receipt of the Florida Building Energy-Efficiency Rating System Brochure.
(d) If the real property includes pre-1978 residential housing then a lead-based paint rider is mandatory.
(c) If Seller is a"foreign person"as defined by the Foreign Investment in Real Property Tax Act,the parties shall comply with that Act.
(t) If Buyer will be obligated to be a member of a homeowners' association, BUYER SHOULD NOT EXECUTE THIS
CONTRACT UNTII. BUYER IIAS RECEIVED AND READ THE HOMEOWNERS'ASSOCIATION DISCLOSURE.
XII. MAXIMUM REPAIR COSTS: Seller shall not be responsible for payments in excess of:
(a) S 0% for treatment and repair under Standard D(if blank,then 2%of the Purchase Price).
(h) S 0% for repair and replacement under Standard N not caused by Wood Destroying Organisms(if blank, then 3%of
the Purchase Price).
XIII.RIDERS; ADDENDA;SPECIAL CLAUSES:
CHECK those riders which are applicable AND are attached to this Contract:
❑CONDOMINIUM ❑VA/FHA ❑HOMEOWNERS' ASSN. ❑ LEAD-BASED PAINT
❑COASTAL CONSTRUCTION CONTROL LINE ❑ INSULATION ❑"AS IS" ❑Other Comprehensive Rider Provisions
Ox Addenda
Special Clauscs(s): - -
XIV.STANDARDS FOR REAL ESTATE TRANSACTIONS ("Standards"): Buyer and Seller acknowledge receipt of a copy of
Standards A through Won the reverse side or attached,which are incorporated as part of this Contract.
TIIIS 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 bargaining positions of all
interested persons.
AN ASTERISK(')FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES T HE LINE CONTAINS A BLANK TO BE COMPLETED.
(SEE ATTACHED SIGNATURE PAGE) (SEE ATTACHED SIGNATURE PAGE)
(BUYER) (DATE) (SELLER) (DATE)
(BUYER) (DATE) (SELLER) (DATE)
Buyers address for purposes of notice 150 North Lakeshore Drive, Sellers' address for purposes of notice 170 Adair Street,
Ocoee, Florida 34761,Attn: City Manager Ocoee, Florida 34761,Attn: Pastor Gary Howell
407-905-3100 Phone 407-656-4140 Phone
Deposit under Paragraph 11(a)received(Checks arc subject to clearance.): N/A (Escrow Agent)
BROKERS: The brokers named below, including listing and cooperating brokers, are the only brokers entitled to compensation in
connection with this Contract:
Name: None Listing
_
Cooperating Brokers,if any Listing Broker
FAR/BAR-OS 10/01 Riders can be obtained froin Florida Lawyers Support Services lne_(FLSSI)(950)656-7590
4)2001 Florida Association or Rit ALLoashe and' he Florida Bar All Rights Reserved
Page 2 006.288504.3
SELLER BUYER
OCOEE GLAD TIDINGS ASSEMBLY OF GOD, CITY OF OCOEE,FLORIDA
INC., a Florida non-profit corporation
By:
a S. Scott Vandergri ft,Mayor
Name:
title:_
Attest:
Dated: Jean Grafton,City Clerk
(SEAL)
APPROVED BY THE OCOEE CITY COMMISSION
AT A MEETING HELD ON APRIL ,2003 UNDER
AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY THE CITY OF
OCOEE,FLORIDA. Approved as to form and legality
this day of April,2003.
FOLEY& LARDNER
By:
City Attorney
rne;e�u-vs lots /rrvnr vrusiON Pagc 3 006288504.3
STANDARDS FOR REAL ESTATE TRANSACTIONS(CONTINUED)
A. TITLE INSURANCE: The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue 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 marketable title to the Real Property.subject only to
matters contained in Paragraph VII and those to he discharged by Seller at or belbre Closing. Marketable title shall he determined according to applicable
Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have 5 days from date of receiving the Title Commitment to
exrunine it,and if title is found defective,notify Seller in writing specifying defect(s)which render title unmarketable. Seller shall have 30 days from receipt
of notice to remove the defects, failing which Buyer shall. within 5 days after expiration of the 30 day period, deliver written notice to Seller either: (I)
extending the time for a reasonable period not exceed I 20 days within which Seller shall use diligent effort to remove the defects:or(2)requesting a refund
of deposit(s)paid which shall he returned to Buyer_If Buyer fails to so notify Seller.Buyer shall be deemed to have accepted the title as it then is.Seller shall.
if title is found unmarketable, use diligent effort to correct defect(s) within the time provided. If Seller is unable to timely correct the defects. Buyer shall
either waive the defects,or receive a refund of deposit(s),thereby releasing Buyer and Seller from all further obligations under this Contract. If Seller is to
provide the Title Commitment and it is delivered to Buyer less than 5 days prior to Closing.Buyer may extend Closing so that Buyer shall have up to 5 days
from date of receipt to examine same in accordance with this Standard.
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 he kept in good standing:shall forbid modifications of.or future advances under,prior 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 the 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 or filed financing statements or certificates of title. 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 Real Property surveyed
and certified by a registered Florida surveyor. If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on
setback lines,easements,lands of others or violate any restrictions.Contract covenants or applicable governmental regulations,the same shall constitute a title
defect
D. WOOD DESTROYING ORGANISMS:Buyer,at Buyer's expense,may have the Property inspected by a Florida Certified Pest Control Operator
("Operator")at least 10 days prior to Closing to determine if there is any visible active Wood Destroying Organism infestation or visible damage from Wood
Destroying Organism infestation, excluding fences. If either or both are found.Buyer may. within 5 days from date of written notice thereof, have cost of
treatment of active infestation estimated by the Operator and all damage inspected and estimated by an appropriately licensed contractor.Seller shall pay costs
of treatment and repair of all damage up to the amount provided in Paragraph Xll(a). If estimated costs exceed that amount. Buyer shall have the option of
canceling this 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 and receive a credit at Closing on the amount provided in Paragraph Xll(a). "Wood Destroying Organisms"shall he deemed to include all wood
destroying organisms required to he reported under the Florida Pest Control Act,as amended.
E. 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,and title to the Real Property is insurable in accordance with Standard A without exception for lack of legal right of access.
F. LEASES:Seller shall,at least 10 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 tenant to confirm such information. If the tenns of the leases differ materially from Seller's representations. Buyer may terminate this Contract by
delivering written notice to Seller at least 5 days prior to Closing.Seller shall.at Closing.deliver and assign all original leases to Buyer.
C. 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 Real Property for 90
days immediately preceding date of Closing.If the Real 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, 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 the 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
("Closing Agent")designated by the party paying for title insurance.or,if no title insurance,designated by Seller.
TIME: In computing time periods of less than six(6)days, Saturdays, Sundays and state or national legal holidays shall he excluded. My time
periods prodded for herein which shall end on a Saturday,Sunday.or a legal holiday shall extend to 5 p.m.of the next business day.Time is of the essence in
this Contract.
J. CLOSING DOCUMENTS: Seller shall furnish the deed,bill of sale certificate of title,construction lien affidavit.owner's possession affidavit,
assignments of leases,tenant and mortgagee estoppel letters and corrective instruments.Buyer shall furnish mortgage,mortgage note,security agreement and
financing statements.
K. EXPENSES: Documentary stamps on the deed and recording of corrective instruments shall he paid by Scllcr. Documentary stamps and imangihle
tax on the purchase money mortgage and any mortgage assumed, mortgagee title insurance commitment with related fees.and recording of purchase money
mortgage to Seller, deed and financing statements shall be paid by Buyer. Unless otherwise provided by law or rider to this Contract, charges for the
following related title services,namely title evidence,title examination,and closing fee(including preparation of closing statement).shall he paid by the party
responsible for furnishing the title evidence in accordance with Paragraph V.
I,. PROBATIONS; CREDITS: Taxes. assessments, rent, interest. insurance and other expenses of the Property shall he prorated through the day
before Closing.Buyer shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall he prorated.Cash at
Closing shall he increased or decreased as may he required by prarations to be made through day prior to Closing.or occupancy,if occupancy occurs before
Closing.Advance rent and seeurity deposits will be credited to Buyer. Escrow deposits held by mortgagee will be credited to Seller.Taxes shall he 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 he prorated based upon such assessment and prior year's millage.
If current year's assessment is not available,then taxes will be prorated on prior year's tax. If there are completed improuements on the Real Property by
January 1st of year of Closing.which improvements were not in existence on January 1st of prior year,then taxes shall he prorated based upon prior year's
miI age and at an equitable assessment to be agreed upon between the parties: failing which.request shall be made to the County Property Appraiser for an
informal assessment taking into account available exemptions.A tax proration based on an estimate shall,at request of either party,be readjusted upon receipt
of tax bill on condition that a statement o that effect is signed at Closing.
FAR/BAR-OS IUt01 tt200 t Florida Association of REM ToRss :and The Florida Bar All Rights Reserved 006.288504.3
Page 4
M. SPECIAL ASSESSMENT LIENS: Except as set forth in Paragraph XI(a),certified,confirmed and ratified special assessment liens imposed by
public bodies as of Closing arc to be paid by Seller. Pending liens as of Closing shall he assumed by Buyer. If improvement has been substantially
completed as of Effective Date,any pending lien shall he considered certified,confirmed or ratified and Seller shall,at Closing,be charged an amount equal
to the last estimate or assessment for the improvement by the public body.
N. INSPECTION,REPAIR AND MAINTENANCE:Seller warrants that the ceiling,roof(including the fascia and soots)and exterior and interior
walls.foundation,seawalls(or equivalent)and dockage of the Property 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 arc in Working Condition.The foregoing
warranty shall be limited to the items specified unless othemIse provided in an addendum Buyer may inspect, or, at Buyer's expense. have a firm or
individual specializing in home inspections and holding an occupational license for such purpose(if required)or an appropriately licensed Florida convector
make inspections of,those items within 20 days after the Effective Date. Buyer shall,prior to Buyer's occupancy but not more than 20 days after Effective
Date, report in writing to Seller such items that do not meet the above standards as to defects. Unless Buyer timely reports such defects. Buyer shall he
deemed to have waived Seller's warranties as to defects not reported. If repairs or replacements arc required to comply with this Standard.Seller shall cause
them to be made and shall pay up to the amount provided in Paragraph XII(b).Seller is not required to make repairs or replacements of a Cosmetic Condition
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 XII
(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 confirm 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, lawn.shrubbery and pool, if any,has been maintained
in the condition existing as of Effective Date,ordinary wear and tear excepted.For purposes of this Contract:(1)"Working Condition"means operating in the
manner in which the item was designed to operate; (2)"Cosmetic Condition"means aesthetic imperfections that do not affect the Working Condition of the
item,including,but not limited to:pitted marcite or other pool finishes; missing or torn screens; fogged windows:tears.worn spots,or discoloration of floor
coverings,wallpaper,or window treatments;nail holes,scratches,dents,scrapes,chips or caulking in ceilings.walls, flooring, fixtures,or mirrors;and minor
cracks in floors. tiles, windows. driveways, sidewalks, or pool decks; and (3)cracked roof tiles,curling or worn shingles. or limited roof life shall not be
considered defects Seller must repair or replace, so long as there is no evidence of actual leaks or leakage or structural damage, but missing tiles will be
Seller's responsibility to replace or repair.
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 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 Property so damaged.Buyer shall either take the
Property as is, together with either the 3%or any insurance proceeds payable by virtue of such loss or damage or receive a refund of deposit(s), thereby
releasing Buyer and Seller from all further obligations under this Contract.
P. CLOSING PROCEDURE: The deed shall he recorded upon clearance of funds. If the title agent insures adverse matters pursuant to Section
627,7841. F.S.. as amended, the escrow and closing procedure required by this Standard shall be waived Unless waived as set forth above the following
closing procedures shall apply:(I)all dosing proceeds shall be held in escrow by the Closing Agent for a period of not more than 5 days after Closing:(2)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;(3)if Seller fails to timely cure the defect,all deposits and closing funds shall,upon
written demand by Buyer and within 5 days after demand.he 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;and(4)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.
Q. ESCROW: Any Closing Agent or 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 this Contract. Failure of funds to
clear shall not excuse Buyer's performance. If in doubt as to Agent's duties or liabilities under the provisionsof this Contract.Agent may.at Agent's option,
continue to hold the subject rattier of the escrow until the parties hereto agree to its disbursement or untila judgment of a court of competent jurisdiction shall
determine the rights of the panics,or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents
a party and also acts as Agent may represent
ent such party in such action.Upon notifying all parties concerned of such action,all liahility 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.,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 these amounts to
be paid from and out of the escrowed funds or equivalent and charged and awarded as ourt costs in favor of the prevailing party. The Agent shall not be
liable to any party or person for misdelivery to Buyer or Seller of items subject to the escrow, unless such misdelivery is due to willful breach of the
provisions of this Contract or gross negligence of Agent.
ATTORNEY'S FEES;COSTS: In any litigation,including breach,enforcement or interpretation,arising out of this Contract.the prevailing party
in such litigation,which, for purposes of this Standard.shall include Seller,Buyer and any brokers acting in agency or nonagency relationships authonzed by
Chapter 475.F.S.,as amended,shall be entitled to recover from the non-prevailing party reasonable attorney's fees,costs and expenses.
S. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the time specified_ including payment of all deposits. the
deposit(s)paid by Buyer and deposit(s)agreed to he paid,may be recovered and retained by and 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 Buyer may seek specilie performance or elect to
receivem the return of Buyer's deposit(s)without thereby waiving any action for damages resulting fro Seller's breach.
T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; FACSIMILE:Neither this Contract nor any notice of it shall be recorded
in any public records.Ibis Contract shall bind and inure to the benefit of the panics and their successors in interest Whenever the context permits.singular
shall include plural and one gender shall include all.Notice and delivery given by or to the attorney or broker representing any party shall he as effective as if
given by or to that party. All notices aunt be in writing and may be made by mail, personal delivery or electronic media A legible facsimile copy of this
Contract and any signatures hereon shall be considered for all purposes as an original.
U. CONVEYANCE:Seller shall convey marketable title to the Real Property by statutory warranty.trustee's-personal representative's or guardian's
deed,as appropnate to the status of Seller,subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer. Personal Property shall,
at the request of Buyer,he transferred by an absolute hill of sale with wananty of title,subject only to such matters as may he 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 to or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the panics intended to be
hound by it.
N'. WARRANTY: Seller warrants that there arc no facts known to Seller materially affecting the value of the Property which arc not readily
observable by Buyer or which have not been disclosed to Buyer.
I'AWBAR-05 10/01 5;2001 Florida Axsncialinn of Rest_tunSK and The Florida Bar All Rights Reserved 006288504.3
Page 5
EXHIBIT "A"
Legal Description of Property
Begin 355.2 feet South of the Northwest corner of the Southwest '/< of the Northeast '/4 run South 265.2
feet, East 590.4 feet; North 265.2 feet; West 590.4 feet to the Point of Beginning in Section 08-22-28.
Subject to R/W on West.
FINAL VERSION
Page 6 006.288504.3
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
by and between
OCOEE GLAD TIDINGS ASSEMBLY OF GOD,INC. ("Seller")
and
CITY OF OCOEE ("Buyer")
Dated April ,2003
THIS ADDENDUM sets forth additional provisions to the Contract to which it is attached and is intended
by the parties to supplement the Contract, and all the terms, conditions, and provisions of the Contract not
specifically modified herein shall in all respects govern and control. The Contract is hereby amended as follows:
1. Addendum Controls. In the event of any conflict between this Addendum and the Contract, it is
agreed that this Addendum shall control.
2. Standards. The following Standards for Real Estate Transactions are hereby deleted in their
entirety: B, F, J and S.
3. Inspection Period and Termination Right.
a. Buyer and Buyer's engineers, architects, consultants and other agents shall have until June
4, 2003 (the "Inspection Period") within which to undertake such physical inspections, environmental
investigations, surveys, and other investigations of, and inquiries concerning the Property as may be necessary for
Buyer to evaluate the physical characteristics of the Property, as well as such other matters as may be deemed by
Buyer to be necessary to evaluate the Property and determine the feasibility and advisability of Buyer's purchase of
the Property. Seller agrees to cooperate with Buyer and his representatives in this regard in order to facilitate
Buyer's inspection of the Property. In this regard, Seller will complete an environmental questionnaire if requested
as part of a Phase I environmental site assessment.
b. Buyer shall assume all risks involved in entering upon the Property for the performance of
such and shall, to the extent permitted by law, indemnify, defend and hold Seller harmless from and against all loss,
liability, costs, claims, demands, damages, actions, causes of action, suits and expenses arising out of, related to or
caused by Buyer in the exercise of any of its rights under this paragraph, and Buyer shall hold Seller and the
Property harmless from any liens arising out of such activities thereon. Buyer agrees that if it shall cause any
physical damage to the Property occasioned as a result of any soil borings or similar physical tests or examinations,
such damage shall be repaired and the Property returned to its original condition in the event Buyer does not close
on the purchase of the Property.
c. In the event Buyer is not satisfied with the results of its inspections, investigations and
inquiries or the condition or status of title. survey or environmental matters, or any other matter whatsoever, then
Buyer may,at Buyer's sole discretion, elect to terminate the Contract by furnishing written notice thereof to Seller
prior to the expiration of the Inspection Period and in such event all rights and obligations of the parties hereunder
shall thereafter cease and terminate except for those rights and obligations which expressly survive the termination
of the Contract.
4. Property Information. Within five(5)days from the Effective Date, Seller shall deliver or cause
to be delivered to Buyer all applicable prior title policies, prior surveys, prior environmental reports and any other
reports or studies relating to the Property which are in the possession of Seller.
5. Conveyance.
a. The instrument of conveyance shall at closing shall transfer all of the Seller's interest in
and to all licenses, approvals, tenements, hereditament and appurtenances belonging or in anywise appertaining to
FINAL VERSION 006.288504.3
Page 7
the Property, including without limitation of the foregoing, all right, title and interest of the Seller in and to any land
lying in the bed of any dedicated street, alley, road or avenue (before or after vacation thereof, and whether
previously abandoned or vacated or hereafter abandoned or vacated) in front of or adjoining the Property to the
center line thereof
b. Standard J is modified to provide that all closing documents shall he prepared by Buyer's
counsel.
6. Tax Proration. Standard L is modified to provide that real property taxes in connection with the
conveyance of the Property shall be prorated as of the day of transfer of title to the Buyer and the prorated amount
shall be paid by the Seller and shall be escrowed in accordance with the provisions of Section 196.295, Florida
Statutes.
7. Post Closing Use. Notwithstanding anything contained herein to the contrary, Buyer and Seller
agree that Buyer shall have a license for the use of a portion of the Property following Closing for a period of one
(I)year beginning on the date of Closing. Buyer's use of the Property shall be pursuant to the terms and conditions
of the City's standard Recreation Facility Use Application which shall be executed contemporaneous with the
Closing and which will be modified to provide:
a. Seller's use of the Property shall be limited to the following portions of the Property unless
otherwise noted: existing Assembly Hall and existing Pastor's office(the"Licensed Premises").
b. The entrance identification signage on the Property shall be under the use and control of
the Seller during the term of Seller's post closing use of the Licensed Premises;
c. Seller shall cause the Licensed Premises to be cleaned every Monday morning at Seller's
sole cost and expense during the term of Seller's post closing use;
d. Seller shall have the right to use the entire Property (building, parking grounds, and fenced
areas) between June 12,2003 and June 15,2003 for Seller's Community Celebration Event;
e. Seller shall have the right to use the Licensed Premises during the term of Seller's Post
Closing Use of the Licensed Premises all day on Sundays and from 6 P.M. to 9 P.M. on Wednesdays. Seller shall
have no right to use the Property on any other days;
f. Seller shall pay to the City the sum of Three Hundred and no/100 Dollars ($300.00) for
each Sunday and Ninety and No/100 Dollars ($90.00) for each Wednesday during the term of Seller's post closing
use of the Licensed Premises (the charges being set forth herein shall include all utilities);
g. At any time during the term of the Seller's use of the Licensed Premises Seller shall have
the right to terminate the Facility Use Agreement upon thirty(30)days'notice to the City; and
h. At the closing of the Property, Seller shall pay to Buyer first and last month's usage fee
under the Recreation Facility Use Agreement ($3,120 based on two months containing four Sundays and four
Wednesdays each).
In the event if any conflict between the provisions of this paragraph and the provisions of the City's standard Recreation Facility Usc
Application,its ageed that the provisions of this paragraph shall control. The provisions of this paragraph shall survive the closing.
8. Post Closing Rights and Obligations.
a. Seller shall, at Seller's expense, remove the church pews from the building within ten (10)
days after Closing.
FINAL VERSION
Page 8 006.288504.3
b. Seller shall have the right to keep, and shall have access over the Property to, a storage
container on the Property during the term of Seller's post closing use. The storage container shall be for the
purpose of storing Seller's chairs, tables, and other personal property. The storage container shall be of a size
acceptable to the Buyer and shall be located on the Property in a mutual agreeable location. Following Closing,
during the time the storage container is located on the Property Buyer shall have access to the storage container and
shall have the right to use the Seller's chairs and tables stored therein for City functions. Subject to the Buyer being
liable for any damage caused to the chairs and tables and injuries resulting from the use thereof during the Buyer's
use thereof, the Buyer's use of the chairs and table shall be at no charge to the Buyer. Except as aforesaid, Seller
shall bear the risk of loss and damage to all personal property stored in said storage container. The provisions of
this subparagraph shall survive the closing.
9. Representations and Warranties. Seller represents and warrants to Buyer the following:
a. Authority. The Seller has full right, title, and authority to so execute the Contract and to
deliver any and all documents required to consummate the transaction contemplated under the Contract. Except as
set forth in Paragraph 19 of this Addendum, no consent, approval, or authorization of any third party is required in
connection with the execution of the Contract by Seller or the consummation of the transaction contemplated by the
Contract. The execution and delivery of the Contract and the consummation of the transaction contemplated hereby
will not violate, result in a breach of, or constitute a default under any order, judgment, arbitration award, note,
mortgage, deed of trust, indenture or any other agreement or instrument whatsoever to which Seller is a party or is
or may be bound, or of any law, order, rule, regulation, writ or injunction of any governmental body having
jurisdiction over Seller.
b. Litigation and Administrative Proceedings. No litigation or proceeding is pending or
threatened against Seller or affecting any part of the Property before any court or administrative agency which, if
adversely determined, could have an adverse effect on the title to or use, enjoyment or value of the Property or any
part thereof or which could interfere with the consummation of the Contract. Furthermore, there is no pending
litigation or dispute involving or concerning the location of the boundaries of the Property.
c. Undisclosed Liabilities. There are no tax liabilities or other obligations or liabilities of
Seller, whether contingent, or otherwise,which affect the Property or Seller's business and operations in connection
with the Property,or which,by application of law or otherwise, Buyer will become responsible for as a result of the
acquisition of the Property.
d. Environmental Liabilities. To the best of Sellers knowledge and belief,neither the Property
nor any part thereof is contaminated by or contains any toxic or hazardous waste, substance or material, as the same
are defined or listed in 40 CFR Part 302 or under any state or local law or ordinance pertaining to environmental
regulations, contamination, or cleanup, and including petroleum products and radon gas (collectively "Toxic
Substance") in violation of any applicable federal, state, county, or local statute, law, regulation, rules, ordinances,
codes, licenses, or permits ("Environmental Laws") as a result of any action by the Seller or its predecessors in
interest. Further, Seller has not caused any Toxic Substance to be stored at, disposed of, or located in, on, or about
the Property, and no permit is or has been required from the Federal Environmental Protection Agency, or the
Department of Environmental Protection or similar agency of the State of Florida, for the use or maintenance of any
improvement or facility on the Property. The Seller has no knowledge of any claim and has not received any notice
of any claim nor has any proceeding been instituted arising from any claim against the Seller or the Property
alleging any damage to the environment or violation of federal or state environmental laws or regulations. Seller
has no knowledge of any facts which could give rise to any claim, public or private, of violation of the
Environmental Laws by Seller or its predecessors in interest, or a violation of the Environmental Laws or damage
to the environment emanating from, occurring on,or any way related to the Property or its use.
e. Compliance with Law. To the best of Sellers knowledge and belief, the Property is in full
compliance with all applicable building codes, health, safety, and fire codes, environmental, zoning and land use
laws, and other local, state, and federal laws and regulations.
FINAL VERSION
Page 9 006.288504.3
f. Parties in Possession. There are no parties in possession of all or any portion of the
Property, as the case may be, as lessees, tenants at sufferance, licensees or trespassers; or if there are parties in
possession,said parties will vacate the Property at or prior to Closing.
g. Liens. As of the Effective Date, no work has been performed or is in progress upon, and no
materials have been furnished to the Property or any part thereof which might give rise to any mechanics',
materialmen's or other liens against the Property. All work, labor, services and materials furnished prior to Closing
to or in connection with the Property and any improvements constructed thereon prior to Closing will be discharged
by Seller at or prior to Closing, so that no mechanics, materialmen or other lien may constitute a claim against the
Property or such improvements.
h. Leases and Other Agreements. There are no licenses, leases, maintenance contracts, or
other agreements relating to the use or possession of the Property or which will otherwise be binding on Buyer at
closing.
Activities on Property. Seller will refrain from (i) performing any grading, excavation,
construction, or removal of any improvements, or making any other change or improvement upon or about the
Property; (ii) dumping or storing anything on the Property; and (iii) granting any easements that affect the Property
without the consent of Buyer,which consent will not be unreasonably withheld.
No representation or warranty by Seller contained in the Contract nor in any certificate or other instrument
furnished or to be furnished to Buyer pursuant to any provision of the Contract contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact necessary to make any statement contained
therein not misleading. The Seller shall take, or cause to be taken, all actions necessary to cause the representations
of the Seller as contained in this Agreement to remain true and correct in all respects from the Effective Date
through the Closing Date. At Closing, Seller shall, in the form of an affidavit, reaffirm to Buyer the truth and
correctness of each of the representations and warranties contained herein as they relate to Seller's ownership and
use of the Property from the Effective Date through the Closing Date, and agrees to indemnify and hold Buyer
harmless from any loss or damage suffered by Buyer on account of the breach or incorrectness of any such
representations or warranties.
The representations and warranties set forth above shall be true and correct at closing and shall survive the
closing and the conveyance of the Property.
10. Brokers. Seller and Buyer warrant each to the other, and it is agreed that this warranty shall
survive delivery of the deed, that no brokers or agents have been employed with respect to the sale of the Property.
Each party agrees to indemnify and hold the other party harmless from any claim made by any broker or agent who
claims to act for the party sought to be charged for a commission, compensation, brokerage fee, or similar payment
in connection with this transaction and against all expenses or liability arising out of any such claim.
11. Default.
a. If the sale contemplated by the Contract is not consummated through default of Seller or
Buyer, then the non-defaulting party shall elect, as its sole remedy, to seek specific performance of the Contract;
provided, however, that unless the non-defaulting party files with the clerk of a court of appropriate jurisdiction of
Orange County, Florida, the legal process necessary to seek and obtain specific performance of the Contract within
ninety (90) days from the date of such default, then the non-defaulting party shall be deemed to have forever
waived its right to seek and obtain specific performance of the Contract. IT IS SPECIFICALLY AGREED
BETWEEN THE PARTIES THAT THE PARTIES SHALL HAVE NO CLAIMS AGAINST EACH
OTHER FOR DAMAGES IN THE EVENT OF A DEFAULT OR A BREACH OF ANY PROVISION OF
THE CONTRACT.
b. Notwithstanding any provision contained in the Contract to the contrary, neither party shall
be entitled to declare the other party in default unless they have first given the other party ten (10) days written
FINAL VERSION
Page 10006.288504.3
notice of such default and the other party has failed to cure such default within said ten (10) day period; provided,
however, that the foregoing shall not be applicable to the obligations of each party to be performed at each Closing.
12. Further Documentation. 'Hie parties agree that at any time following a request therefor by the
other party, each shall execute and deliver to the other party such further documents, in form and substance
reasonably necessary to confirm and/or effectuate the obligations of either party hereunder and the consummation
of the transaction contemplated hereby. The provisions of this paragraph shall survive the Closing.
13. Counterparts; Facsimile Copies. The Contract and any amendments thereto may be executed in
one or more duplicate counterparts, each of which shall upon execution by all parties be deemed to be an original.
Facsimile copies of the Contract and any amendments hereto and any signatures thereon shall be considered for all
purposes as originals, provided that each of the parties hereto delivers an executed counterpart original of the
Contract and any amendments hereto to the other party by overnight courier within five (5) business days after the
Contract and any amendments hereto may be executed.
14. Seller Contingency. Seller's obligation to close on the sale of the Property is contingent upon
Seller obtaining the necessary congregational and church approval for the sale within thirty (30) days of the
Effective Date and delivering notice thereof to Buyer within said time frame. In the event Seller fails to deliver
such notice within said time frame, then the Contract shall be deemed to be terminated and of no further force and
effect.
15. Captions and Headings. Captions and paragraph headings contained in the Contract are for
convenience and reference only and in no way define, describe, extend or limit the scope or content of the Contract
nor the intent of any provision hereof
FINAL VERSION
Page 1 I 006 288506 3
IN WITNESS WHEREOF, Buyer and Seller have executed this Addendum on the date set forth below.
SELLER: BUYER:
OCOEE GLAD TIDINGS ASSEMBLY OF CITY OF OCOEE, FLORIDA
GOD,INC.,a Florida non-profit corporation
By: By:
Name: S. Scott Vandergrift, Mayor
Title:
Attest:
Jean Grafton,City Clerk
Dated:
(SEAL)
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
APRIL ,2003 UNDER AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY THE CITY
OF OCOEE, FLORIDA. Approved as to form and
legality this
day of ,2003.
FOLEY&LARDNER
By:
City Attorney
FINAL VERSION 006.288504.3
Page 12
IDINGS
CHURCH
April 9, 2003
To Whom It May Concern:
We have presented the original signed contract to Jean Grafton. Also we have
enclosed a copy of the certified survey conducted on 1701 Adair St. property
dated 06-24-2001 We do not have a copy of our last title search,though we
have contacted our mortgage holder to try and get a copy of it. To my
knowledge we have no information on any environmental study. If there is
any other informati we need to provide please allow us to know.
Since
ary . ow
P.O.Box 189 1701 Adair St. Ocoee,FL 34761 407 656 4140
THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS®AND THE FLORIDA BAR.
Contract for Sale and Purchase
FLORIDA ASSOCIATION OF REALTORS H AND TIIE FLORIDA BAR
PARTIES: OCOEE GLAD TIDINGS ASSEMBLY OF GOD,INC.,a Florida non-profit corporation ("Seller").
and CITY OF OCOEE,FLORIDA,a municipal corporation ("Buyer"),
hereby agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property(collectively'I'roperty-)
pursuant to the terms and conditions of this Contract for Sale and Purchase and any riders and addenda(''Contract"):
I. DESCRIPTION:
(a) Legal description of the Real Property located in Orange County, Florida: See Exhibit "A" attached hereto and by this
reference made a part hereof 'The Real Property described in Exhibit "A" is intended to constitute al 1 of the contiguous property
owned by Seller on which the existing Glad Tidings Church building is presently located. _
(b) Street address,city, zip,of the Property: 1701 Adair Street,Ocoee,Florida 34761
(c) Personal Property includes existing range, refrigerator, dishwasher, ceiling fans, light fixtures, and window treatments unless
specifically excluded below.
Other items included are: NONE
Items of Personal Property(and leased items,if any)excluded are: All portable desks; church props;sound and projection systems'
pews. _ ..
II. PURCHASE PRICE(U.S.currency): $_ 432,000.00
PAYMENT:
(a) Deposit held in escrow by N/A (Escrow Agent)in the amount of: $ N/A
(b) Additional escrow deposit to be made to Escrow Agent within _days after Effective Date
(see Paragraph III)in the amount of $ N/A
(c) Assumption of existing mortgage in good standing(see Paragraph IV(c))having an approximate
present principal balance of $ N/A
(d) New mortgage financing with a Lender(see Paragraph IV(h))in the amount of $ N/A
(e) Purchase money mortgage and note to Seller(See Paragraph IV(d))in the amount of $ N/A
(1) Other N/A $ N/A
(g) Balance to close by cash or LOCALLY DRAWN cashier's or official bank check(s),subject
to adjustments or prorations $ 432000 00
III. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS;EFFECTIVE DATE:
(a) If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated writing between the parties
on or before April 17, 2003 , the deposit(s) will, at Buyer's option, be returned and this offer withdrawn. UNLESS
OTHERWISE STATED, THE TIME FOR ACCEPTANCE OF ANY COUNTEROFFERS SHALL BE 2 DAYS FROM THE
DATE TIIE COUNTEROFFER IS DELIVERED.
(b) The date of Contract("Effective Date")will be the date when the Buyer and Seller has signed this Contract.
IV. FINANCING:
M (a) This is a cash transaction with no contingencies for financing;
❑ (b) This Contract is contingent on Buyer obtaining approval of a.loan ('Loan Approval') within days after,Effective Date for
(CHECK ONLY ONE): 0 a fixed; Dan adjustable;or D a fixed or adjustable rate loan,in the principal amount of$ ,at an
initial interest rate not to exceed %,discount and origination fees not to exceed %of principal amount,and for a
term of years. Buyer will make application within days (if blank, then 5 days) after Effective Date and use reasonable
diligence to obtain Loan Approval and,thereafter,to satisfy terms and conditions of the Loan Approval and close the loan.Buyer shall
pay all loan expenses. If Buyer fails to ohtain a Loan Approval or fails to waive Buyer's rights under this subparagraph within the time
for obtaining Loan Approval or, after diligent, good faith effort, fails to meet the terms and conditions of the Loan Approval by
Closing,then either party thereafter,by written notice to the other,may cancel this Contract and Buyer shall be refunded the deposit(s);
❑ (c) Assumption of existing mortgage(see rider for terms);or
❑ (d) Seller financing(see Standard B and riders;addenda;or special clauses for terms).
V. TITLE EVIDENCE:At least 10 days(if blank,then 5 days)before Closing:
N (a) Title insurance commitment with legible copies of instruments listed as exceptions attached thereto("Title Commitment")and,
after Closing, an owner's policy of title insurance(see Standard A for terms); or D (b)Abstract of title or other evidence of title(see
rider for terms),shall be obtained by(CHECK ONLY ONE):D (I)Seller,at Seller's expense and delivered to Buyer or Buyer's attorney;or
® (2)Buyer at Buyer's expense.
VI. CLOSING DATE:This transaction shall be closed and the closing documents delivered on June 30,2003 ("Closing"),
unless modified by other provisions of this Contract.if-Bayer-isunable-to-obtain-Hazard,V4nd,Fle d,or P---- w- ^-^at v
VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Seller shall convey marketable title subject to: comprehensive land use plans,
zoning,restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the
plat or otherwise common to the subdivision;outstanding oil,gas and mineral rights of record without right of entry; unplatted public
utility easements of record(located contiguous to real property lines and not more than 10 feet in width as to the rear or front lines and
FAR/BAR-6S 10/01/FINAI,VERSION 006.288504.3
7 1/2 feet in width as to the side lines); taxes for year of Closing and subsequent years; and assumed mortgages and purchase money
mortgages, if any (if additional items, see addendum); provided, that there exists at Closing no violation of the foregoing and none
prevent use of the Property for governmental and recreational _ purpose(s).
VIII.OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of Closing unless otherwise stated herein. If Property is
intended to be rented or occupied beyond Closing,the fact and terms thereof and the tenant(s)or occupants shall be disclosed pursuant
to Standard F.If occupancy is to he delivered before Closing, Buyer assumes all risks of loss to Property from date of occupancy,shall
he 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.
IX. TYPEWRITTEN OR HANDWRFITEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall control all
printed provisions of this Contract in conflict with them.
X. ASSIGNABILITY: (CHECK ONLY ONE): Buyer ❑ may assign and thereby be released from any further liability under this
Contract; 0 may assign but not be released from liability under this Contract;or® may not assign this Contract.
XI. DISCLOSURES:
(a) 0 CHECK HERE if the Property is subject to a special assessment lien imposed by a public body payable in installments which
continue beyond Closing and,if so.specify who shall pay amounts due after Closing: ❑ Seller 0 Buyer 0 Other(see addendum).
(b) Radon is a naturally occurring radioactive gas that when 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.Additional information regarding radon or radon testing may be obtained from your County Public health unit.
(c) Buyer acknowledges receipt of the Florida Building Energy-Efficiency Rating System Brochure.
(d) If the real property includes pre-1978 residential housing then a lead-based paint rider is mandatory.
(e) If Seller is a"foreign person"as defined by the Foreign Investment in Real Property Tax Act,the parties shall comply with that Act.
(t) If Buyer will be obligated to be a member of a homeowners' association, BUYER SHOULD NOT EXECUTE 'f111S
CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS'ASSOCIATION DISCLOSURE.
XII. MAXIMUM REPAIR COSTS: Seller shall not he responsible for payments in excess of:
(a) $ 0% for treatment and repair under Standard D(if blank,then 2%of the Purchase Price).
(b) $ 0% for repair and replacement under Standard N not caused by Wood Destroying Organisms (it blank, then 3%of
the Purchase Price).
XIII.RIDERS;ADDENDA;SPECIAL CLAUSES:
CHECK those riders which are applicable AND are attached to this Contract:
❑CONDOMINIUM ❑ VA/FHA ❑HOMEOWNERS' ASSN. ❑ I.P.A D-BASED PAINT
❑COASTAL CONSTRUCTION CONTROL LINE ❑ INSULATION ❑ "AS IS" ❑Other Comprehensive Rider Provisions
0 Addenda
Special Clauses(s):
XIV.STANDARDS FOR REAL ESTATE TRANSACTIONS ("Standards"): Buyer and Seller acknowledge receipt of a copy of
Standards A through Won the reverse side or attached,which are incorporated as part of this Contract.
THIS IS INTENDED 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 REACTORS®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 bargaining positions of all
interested persons.
AN ASTERISK(')FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO BE COMPLETED.
1 SEE ATTACHED SIGNATURE PAGE) -- (SEE ATTACHED SIGNAIIIRE PAGEcl
(BUYER) (DATE) (SELLER) (DATE)
(BUYER) (DATE) (SELLER) (DATE)
Buyers' address for purposes of notice 150 North Lakeshore Drive, Sellers' address for purposes of notice 170 Adair Street,
Ocoee,Florida 34761,Attn: City Manager Ocoee,Florida 34761,Attn: Pastor Gary Howell
407-905-3100 Phone 407-656-4140 Phone
Deposit under Paragraph I I(a)received(Checks are subject to clearance.): N/A (Escrow Agent)
BROKERS: The brokers named below, including listing and cooperating brokers, are the only brokers entitled to compensation in
connection with this Contract:
Name: None None
Cooperating Brokers,if any listing Broker
FARBAR-6S 10/01 Riders can be obtained from Florida Lawyers Suppon Services Inc.(FISSI)(950)656-7590
i72001 Florida Association of REALTORS®and The Florida Bar All Rights Reserved
Page 2 006.288504.3
SELLER BUYER
OCOEE GLAD TWIN S ASSEMBLY OF GOD, CITY OF OCOEE,FLORIDA
INC., a Florida non- it corporation
`igS
By: sl!!ir.�,7LA1% By:
Name: iffiretrarPSJ/ S. Scott Vandergrift,Mayor
Title: qi ., Attest:
Dated: Apit/I 9, Zoos Jean Grafton,City Clerk
(SEAL)
APPROVED BY THE OCOEE CITY COMMISSION
AT A MEETING HELD ON APRIL ,2003 UNDER
AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY THE CITY OF
OCOEE,FLORIDA. Approved as to form and legality
this day of April,2003.
FOLEY& LARDNER
By:
City Attorney
006.286500.3
FAR/BARfiS 10/01/FINAL VERSION Page 3
STANDARDS FOR REAL ESTATE TRANSACTIONS(CONTINUED)
A. IRULE INSURANCE: The Title Commitment shall he issued by a Florida licensed title insurer agreeing to issue Buyer,upon recording of the
deed to Buyer,an owner's policy of title insurance in the amount of purchase price,insuring Buyer's marketable title to the Real Properly,subject only to
matters contained in Paragraph VII and those to be discharged by Seller at or before Closing. Marketable title shall be determined according to applicable
Title Standards adopted by authority of De Florida Bar and in accordance with law_Buyer shall have 5 days from date of receiving the t itle Commitment to
examine it,and if title is found defective,notify Seller in writing specifying defect(s)which render title unmarkelahle.Seller shall have 30 days from receipt
of notice to remove the defmts, failing which Buyer shall, within 5 days after expiration of the 30 day period, deliver written notice to Seller either: (I)
extending the time for a reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the defects;or(2)requesting a refund
ofdeposit(s)paid which skull he returned to Buyer_If Buyer fails to so notify Seller.Beyer shall be deemed to have accepted the title as it then is_Seller shall.
if title is found unmarketable, use diligent efIDn to correct defect(s)within the time provided. If Seller is unable to timely correct the defects. Buyer shall
either waive the defects, or receive a refund of deposit(s).thereby releasing Buyer and Seller from all further obligations under this Contract. If Seller is to
pro' do the 1 itle Commitment and it is delivered to Buyer less than 5 days prior to(losing.Buyer may extend(losing so that Buyer shall have up to 5 days
from date of receipt to examine same in accordance with this Standard.
B. PURCHASE MONEY MORTGAGE; SECURITY AGItEEMEN 11(1 SELLER: A purchase money mortgage and mortgage note to Seller
shall provide far a 30 day grace period in the event of default if a tint 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 pour lino and
encumbrances to be kept in good standing:shall forbid modifications of or future advances under,prior mortgage(s);shall require Buyer to maintain policies
of insurancecontaining a standard mortgagee clause cot cring 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 fnmh 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 the Real Property is located.All Personal Property and leases being conveyed or assigned will.at Seller's option,he subject to the lieu
of a security agreement evidenced by recorded or filed financing statements or certificates of title.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 Real Property surveyed
and certified by a registered Florida surveyor If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on
setback lines,easements,lands of others or violate any restrictions,Contract covenants or applicable governmental regulations,the same shall constitute a title
defect.
D. WOOD DESTROYING ORGANISMS:Buyer,at Buyer's expense,may have the Property inspected by a Florida Certified Pest Control Operator
("Operator")at least 10 days prior to Closing to determine if there is any visible active Wood Destroying Organism infestation or visible damage from Wood
Destroying Organism infestation,excluding fences. If either or both are found. Buyer may,within 5 days from date of written notice thereof.have cost of
treatment of active infestation estimated by the Operator and all damage inspected and estimated by an appropriately licensed contractor_Seller shall pay costs
of treatment and repair of all damage up to the amount provided in Paragraph XII(a).If estimated costs exceed that amount, Buyer shall have the option of
canceling this 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 and receive a credit at Closing on the amount provided in Paragraph XII(a)_`Wood Destroying Organisms"shall be deemed to include all wood
destroying organisms required to be reported under the Florida Pest Control Act,as amended.
E. 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,and title to the Real Property is insurable in accordance with Standard A without exception for lack of legal right of access.
F. LEASES: Seller shall,at least 10 days before Closing,furnish to Buyer copies of all written leases and estoppel Idlers 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 he furnished by Seller to Buyer within that time period in the form of a Seller's affidavit,and Buyer may thereafter
contact tenant to confirm such information. If the terms of the leases differ materially from Seller's representations, Buyer may terminate this Contract by
delivering written notice to Seller at least 5 days prior to Closing.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 Real Property for 90
days immediately preceding(late of Closing. If the Real 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,further affirming that all charges for improvements or repairs which could serve as a
basis for a contraction lien or a claim for damages have been paid or will he paid at the 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
("Closing Agent")designated by the party paying for title insurance,or.if no title insurance,designated by Seller.
TIME: In computing time periods of less than six(6)days, Saturdays,Sundays and state or national legal holidays shall he excluded. My time
periods provided for herein which shall end on a.Saturday,Sunday,or a legal holiday shall extend to 5 p.m.of the next business day.Time is of the essence in
this Contract.
J. CLOSING DOCUMENTS: Seller shall furnish the deed,bill of sale,certificate of title,construction lien affidavit,owner's possession affidavit,
assignments of leases,tenant and mortgagee estoppel letters and corrective instruments.Buyer shall furnish mortgage,mortgage note,security agreement and
financing statements,
IC 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 any mortgage assumed,mortgagee title insurance commitment with related fees,and recording of purchase money
mortgage to Seller, deed and financing statements shall be paid by Buyer. Unless otherwise provided by law or rider to this Contract, charges for the
following related title services,namely title evidence,title examination,and closing fee(including preparation of closing statement),shall be paid by the party
responsible for furnishing the title evidence in accordance with Paragraph V.
1.. PROBATIONS; CREDITS: Taxes,assessments,rent, interest, insurance and other expenses of the Property shall he prorated through the day
before Closing. Buyer shall have the option of taking over 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 proration to be made dnough day prior to Closing,or occupancy,if occupancy occurs before
Closing.Advance rent and security deposits will he credited to Buyer.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 prior year's millage.
If current year's assessment is not available,then taxes will be prorated on 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 prior year,then taxes shall be prorated based upon prior year's
millage and at an equitable assessment to be agreed upon between the parties; failing which,request shall be made to the County Property Appraiser for an
informal assessment taking into account available exemptions.A tax proration based on an estimate shall,at request of either party,be readjusted upon receipt
of tax bill on condition that a statement to that effect is signed at Closing.
FAR/BAR-6S 10/01 02001 Florida Association of REAttogsll and The Florida Bar All Rights Reserved 006.288504.3
Page 4
M. SIP IA TIAL ASSESSMENT LIENS: Except as set forth in Paragraph XI(a) cad fled,confirmed and ratified special assessment liens imposed by
public bodies as of Closing are to be paid by Seller. Pending liens as of Closing shall be assumed by Buyer. If the improvement has been substantially
completed as of Effective Date,any pending lien shall he considered certified,confined or ratified and Seller shall,at Closing,he charged an amount equal
to the lost estimate or assessment for the improvement by the public bcdy-
N. INSPECTION,REPAIR AND MAINTENANCE:Seller warrants Ihat the ceiling,roof(including the fascia and soffits)and exterior and interior
walls,foundation,seawalls(or equivalent)and dockage of the Properly do not have any visible evidence of leaks,water damage or structural damage and that
the septic tank pint all appliances,mechanical items,heating,cooling,electrical,plumbing systems and machinery are in Working Condition.The foregoing
warranty shall be Iimited to the items specified unless otherwise provided in an addendum. Buyer may inspect, or, at Buyer's expense, have a firm or
individual specializing in home inspections and holding an occupational license for such purpose(if required)or an appropriately licensed Florida contractor
make inspections oil those items within 20 days alter the Effective Date. Bugs shall,prior to Buyer's s occupancy but not more than 20 days after Effective
Date, report in writing to Seller such items that do nut meet the above standards as to defects. Unless Buyer timely reports such defects. Buyer shall he
deemed to have waived Sellers 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 XII(h).Seller is not required to make repairs or replacements of a Cosmetic Condition
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 XII
(h),Buyer a 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 he paid into escrow at Closing.Seller shall,upon reasonable notice,provide utilities service and access to the Property fur inspections,
including a walk-through prior to Closing to confirm that all items of Personal Property arc on the Real Property and, subject to the forgoing, Ilan all
required repairs and replacements have been made and dial the Property,including but not limited to,lawn,shrubbely and pool,if any,has been maintained
in the condition existing as of Effective Date,ordinary w and tear excepted_For purposes of this Contract:(I) World ng Condition'memo operating in the
manner in which the item was designed to operate;(2)"Cosmetic Condition"means aesthetic imperfecOmu that do not affect the Working Condition of
item ,including,but not limited to:pitted mareite or other pool finishes;missing or tom screens; fogged windows;tears,worn spots,or discoloration of boor
coverings.wallpaper,or window trcaumcnts;nail holes,scratches,dents,scrapes,chips or caulking in ceilings,walls,flooring, fixtures,or mirrors;and minor
cracks in floors,tiles,windows, driveways,sidewalks, or pool decks;and (3)cracked roof tiles, curling or worn shingles,or limited roof life shall not he
considered defects Seller must repair or replace, so long as there is no evidence of actual leaks or leakage or structural damage, but missing tiles will be
Seller's responsibility to replace or repair.
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 he an obligation of Seller and('losing 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 Property so damaged, Buyer shall either take the
Property as is, together with either the 3%or any insurance proceeds payable by virtue of such loss or damage,or receive a refund of deposit(s), thereby
releasing Buyer and Seller from all further obligations under this Contract.
P. CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds. If the title agent insures adverse matters pursuant to Section
6227841, FS., as amended,the escrow and closing procedure required by this Standard shall be waived. Unless waived as set forth above the following
closing procedures shall apply:(I)all closing proceeds shall be held in escrow by the Closing Agent for a period of not more than 5 days after Closing;(2)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;(3)if Seller Mils to timely cure the defect,all deposits 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 mid reconvey the Property to Seller by special warranty deed and bill of sale;and(4)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.
Q. ESCROW:Any Closing Agent or 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 terns and conditions of this Contract. Failure of hinds to
clear shall not excuse Buyer's performance. If in doubt as to Agent's duties or liabilities under the provisions of this Contract,Agent may,at Agent's option,
continue to hold the subject matter of the escrow until the parties hereto agree to its disbursement or until ajudgmcnt of a court of competent jurisdiction shall
determine the rights of the panics,or Agent may deposit saline with the clerk of the circuit court having jurisdiction of the dispute.An attorney who represents
a party and also acts as Agent may represent such party in such action_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,ES,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 these amounts 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.The Agent shall not be
liable to any party or person for misdelivery to Buyer or Seller of dense subject to the escrow, unless such misdelivery is due to willful breach of the
provisions 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 Contract,the prevailing party
in such litigation,which,for pu R ses of this Standard,shall include Seller,Buyer and any brokers acting in agency or nonagency relationships authorized by
Chapter 475,F.S.,as amended,shall be entitled to recover from the non-prevailing party reasonable attorney's fees,costs and expenses.
S. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the time specified, including payment of all deposits, the
deposit(s)paid by Buyer and deposit(s)agreed to be paid,may be recovered and retained by and 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 he 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,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;FACSIMILE: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 and delivery given by or to the attorney or broker representing any party shall be as effective as if
given by or to that party. All notices must be in writing and may be made by mail, personal delivery or electronic media.A legible facsimile copy of this
Contract and any signatures hereon shall be considered for all purposes as an original.
U. CONVEYANCE: Seller shall convey marketable 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 VII and those otherwise accepted by Buyer.Personal Property shall,
at the 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 to or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the parties intended to he
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.
FARBAR6S 10/01 O2001 Florida Association of REALTOns®and The Florida Bar All Rights Reserved 006.288504.3
Page 5
EXHIBIT "A"
Legal Description of Property
Begin 355.2 feet South of the Northwest corner of the Southwest 'A of the Northeast ''A run South 265.2
feet, East 590.4 feet; North 265.2 feet West 590.4 feet to the Point of Beginning in Section 08-22-28.
Subject to R/W on West.
FINAL VERSION
Page 6 006.288504.3
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
by and between
OCOEE GLAD TIDINGS ASSEMBLY OF GOD,INC.("Seller")
and
CITY OF OCOEE("Buyer")
Dated April ,2003
THIS ADDENDUM sets forth additional provisions to the Contract to which it is attached and is intended
by the parties to supplement the Contract, and all the terms, conditions, and provisions of the Contract not
specifically modified herein shall in all respects govern and control. The Contract is hereby amended as follows:
Addendum Controls. In the event of any conflict between this Addendum and the Contract, it is
agreed that this Addendum shall control.
2. Standards. The following Standards for Real Estate Transactions are hereby deleted in their
entirety: B, F,J and S.
3. Inspection Period and Termination Right.
a. Buyer and Buyer's engineers, architects, consultants and other agents shall have until June
4, 2003 (the "Inspection Period") within which to undertake such physical inspections, environmental
investigations, surveys, and other investigations of, and inquiries concerning the Property as may be necessary for
Buycr to evaluate the physical characteristics of the Property, as well as such other matters as may be deemed by
Buyer to be necessary to evaluate the Property and determine the feasibility and advisability of Buyer's purchase of
the Property. Seller agrees to cooperate with Buyer and his representatives in this regard in order to facilitate
Buyer's inspection of the Property. In this regard, Seller will complete an environmental questionnaire if requested
as part of a Phase I environmental site assessment.
b. Buyer shall assume all risks involved in entering upon the Property for the performance of
such and shall,to the extent pemritted by law, indemnify,defend and hold Seller harmless from and against all loss,
liability, costs, claims, demands, damages, actions, causes of action, suits and expenses arising out of, related to or
caused by Buyer in the exercise of any of its rights under this paragraph, and Buyer shall hold Seller and the
Property harmless from any liens arising out of such activities thereon. Buyer agrees that if it shall cause any
physical damage to the Property occasioned as a result of any soil borings or similar physical tests or examinations,
such damage shall be repaired and the Property returned to its original condition in the event Buyer does not close
on the purchase of the Property.
c. In the event Buyer is not satisfied with the results of its inspections, investigations and
inquiries or the condition or status of title, survey or environmental matters, or any other matter whatsoever, then
Buyer may, at Buyer's sole discretion, elect to terminate the Contract by furnishing written notice thereof to Seller
prior to the expiration of the Inspection Period and in such event all rights and obligations of the parties hereunder
shall thereafter cease and terminate except for those rights and obligations which expressly survive the termination
of the Contract.
4. Property Information. Within five(5) days from the Effective Date, Seller shall deliver or cause
to be delivered to Buyer all applicable prior title policies, prior surveys, prior environmental reports and any other
reports or studies relating to the Property which are in the possession of Seller.
5. Conveyance.
a. The instrument of conveyance shall at closing shall transfer all of the Seller's interest in
and to all licenses, approvals, tenements, hereditament and appurtenances belonging or in anywise appertaining to
FINAL VERSION 006.288504.3
Page 7
the Property, including without limitation of the foregoing, all right, title and interest of the Seller in and to any land
lying in the bed of any dedicated street, alley, road or avenue (before or after vacation thereof, and whether
previously abandoned or vacated or hereafter abandoned or vacated) in front of or adjoining the Property to the
center line thereof.
b. Standard J is modified to provide that all closing documents shall he prepared by Buyer's
counsel.
6. Tax Proration. Standard L is modified to provide that real property taxes in connection with the
conveyance of the Property shall be prorated as of the day of transfer of title to the Buyer and the prorated amount
shall be paid by the Seller and shall be escrowed in accordance with the provisions of Section 196.295, Florida
Statutes_
7. Post Closing Use. Notwithstanding anything contained herein to the contrary, Buyer and Seller
agree that Buyer shall have a license for the use of a portion of the Property following Closing for a period of one
(I)year beginning on the date of Closing. Buyer's use of the Property shall be pursuant to the terms and conditions
of the City's standard Recreation Facility Use Application which shall be executed contemporaneous with the
Closing and which will be modified to provide:
a. Seller's use of the Property shall be limited to the following portions of the Property unless
otherwise noted: existing Assembly Hall and existing Pastor's office(the"Licensed Premises").
b. The entrance identification signage on the Property shall be under the use and control of
the Seller during the term of Seller's post closing use of the Licensed Premises;
c. Seller shall cause the Licensed Premises to be cleaned every Monday morning at Seller's
sole cost and expense during the term of Seller's post closing use;
d. Seller shall have the right to use the entire Property (building, parking grounds, and fenced
areas) between June 12,2003 and June 15, 2003 for Seller's Community Celebration Event;
e. Seller shall have the right to use the Licensed Premises during the term of Seller's Post
Closing Use of the Licensed Premises all day on Sundays and from 6 P.M. to 9 P.M. on Wednesdays. Seller shall
have no right to use the Property on any other days;
f. Seller shall pay to the City the sum of Three Hundred and no/100 Dollars ($300.00) for
each Sunday and Ninety and No/100 Dollars ($90.00) for each Wednesday during the term of Seller's post closing
use of the Licensed Premises(the charges being set forth herein shall includealbutilities); - - - -
g. At any time during the term of the Seller's use of the Licensed Premises Seller shall have
the right to terminate the Facility Use Agreement upon thirty(30)days'notice to the City;and
h. At the closing of the Property, Seller shall pay to Buyer first and last month's usage fee
under the Recreation Facility Use Agreement ($3,120 based on two months containing four Sundays and four
Wednesdays each).
In the event if any conflict between the provisions of this paragraph and the provisions of the City's standard Recreation Facility Use
Application,its agreed that the provisions of this paragraph shall control. The provisions of this paragraph shall survive the closing.
8. Post Closing Rights and Obligations.
a. Seller shall, at Seller's expense, remove the church pews from the building within ten(10)
days after Closing.
FINAL VERSION
Page 8 006.288504.3
b. Seller shall have the right to keep, and shall have access over the Property to, a storage
container on the Property during the term of Seller's post closing use. The storage container shall be for the
purpose of storing Seller's chairs, tables, and other personal property. The storage container shall be of a size
acceptable to the Buyer and shall be located on the Property in a mutual agreeable location. Following Closing,
during the time the storage container is located on the Property Buyer shall have access to the storage container and
shall have the right to use the Seller's chairs and tables stored therein for City functions. Subject to the Buyer being
liable for any damage caused to the chairs and tables and injuries resulting from the use thereof during the Buyer's
use thereof, the Buyer's use of the chairs and table shall be at no charge to the Buyer. Except as aforesaid, Seller
shall bear the risk of loss and damage to all personal property stored in said storage container. The provisions of
this subparagraph shall survive the closing.
9. Representations and Warranties. Seller represents and warrants to Buyer the following:
a. Authority. The Seller has full right, title, and authority to so execute the Contract and to
deliver any and all documents required to consummate the transaction contemplated under the Contract. Except as
set forth in Paragraph 19 of this Addendum, no consent, approval, or authorization of any third party is required in
connection with the execution of the Contract by Seller or the consummation of the transaction contemplated by the
Contract. The execution and delivery of the Contract and the consummation of the transaction contemplated hereby
will not violate, result in a breach of, or constitute a default under any order,judgment, arbitration award, note,
mortgage, deed of trust, indenture or any other agreement or instrument whatsoever to which Seller is a party or is
or may be bound, or of any law, order, rule, regulation, writ or injunction of any governmental body having
jurisdiction over Seller.
b. Litigation and Administrative Proceedings. No litigation or proceeding is pending or
threatened against Seller or affecting any part of the Property before any court or administrative agency which, if
adversely determined, could have an adverse effect on the title to or use, enjoyment or value of the Property or any
part thereof or which could interfere with the consummation of the Contract. Furthermore, there is no pending
litigation or dispute involving or concerning the location of the boundaries of the Property.
c. Undisclosed Liabilities. There are no tax liabilities or other obligations or liabilities of
Seller,whether contingent,or otherwise, which affect the Property or Seller's business and operations in connection
with the Property, or which, by application of law or otherwise, Buyer will become responsible for as a result of the
acquisition of the Property.
d. Environmental Liabilities. To the best of Sellers knowledge and belief, neither the Property
nor any part thereof is contaminated by or contains any toxic or hazardous waste, substance or material, as the same
are defined or listed in 40 CFR Part 302 or under any state or local law or ordinance pertaining to environmental
regulations, contamination, or cleanup, and including petroleum products and radongas (collectively-"roxic
Substance") in violation of any applicable federal, state, county, or local statute, law, regulation, rules, ordinances,
codes, licenses, or permits ("Environmental Laws") as a result of any action by the Seller or its predecessors in
interest. Further, Seller has not caused any Toxic Substance to be stored at, disposed of, or located in, on, or about
the Property, and no permit is or has been required from the Federal Environmental Protection Agency, or the
Department of Environmental Protection or similar agency of the State of Florida, for the use or maintenance of any
improvement or facility on the Property. The Seller has no knowledge of any claim and has not received any notice
of any claim nor has any proceeding been instituted arising from any claim against the Seller or the Property
alleging any damage to the environment or violation of federal or state environmental laws or regulations. Seller
has no knowledge of any facts which could give rise to any claim, public or private, of violation of the
Environmental Laws by Seller or its predecessors in interest, or a violation of the Environmental Laws or damage
to the environment emanating from,occurring on,or any way related to the Property or its use.
e. Compliance with Law. To the best of Sellers knowledge and belief, the Property is in full
compliance with all applicable building codes, health, safety, and fire codes, environmental, zoning and land use
laws,and other local,state,and federal laws and regulations.
FINAL VERSION
Page 9 006.288504.3
f. Parties in Possession. There are no parties in possession of all or any portion of the
Property, as the case may be, as lessees, tenants at sufferance, licensees or trespassers; or if there are parties in
possession,said parties will vacate the Property at or prior to Closing.
g. Liens. As of the Effective Date, no work has been performed or is in progress upon, and no
materials have been furnished to the Property or any part thereof which might give rise to any mechanics',
materialmen's or other liens against the Property. All work, labor, services and materials furnished prior to Closing
to or in connection with the Property and any improvements constructed thereon prior to Closing will be discharged
by Seller at or prior to Closing, so that no mechanics, materialmen or other lien may constitute a claim against the
Property or such improvements.
h. Leases and Other Agreements. There are no licenses. leases, maintenance contracts, or
other agreements relating to the use or possession of the Property or which will otherwise he binding on Buyer at
closing.
Activities on Property. Seller will refrain from (i) performing any grading, excavation,
construction, or removal of any improvements, or making any other change or improvement upon or about the
Property; (ii)dumping or storing anything on the Property; and (iii)granting any easements that affect the Property
without the consent of Buyer,which consent will not be unreasonably withheld.
No representation or warranty by Seller contained in the Contract nor in any certificate or other instrument
furnished or to be furnished to Buyer pursuant to any provision of the Contract contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material fact necessary to make any statement contained
therein not misleading. The Seller shall take, or cause to be taken, all actions necessary to cause the representations
of the Seller as contained in this Agreement to remain true and correct in all respects from the Effective Date
through the Closing Date. At Closing, Seller shall, in the form of an affidavit, reaffirm to Buyer the truth and
correctness of each of the representations and warranties contained herein as they relate to Seller's ownership and
use of the Property from the Effective Date through the Closing Date, and agrees to indemnify and hold Buyer
harmless from any loss or damage suffered by Buyer on account of the breach or incorrectness of any such
representations or warranties.
The representations and warranties set forth above shall he true and correct at closing and shall survive the
closing and the conveyance of the Property.
10. Brokers. Seller and Buyer warrant each to the other, and it is agreed that this warranty shall
survive delivery of the deed, that no brokers or agents have been employed with respect to the sale of the Property.
Each party agrees to indemnify and hold the other party harmless from any claim made by any broker or agent who
claims to-act for the party sought to be charged for a commission,compensation, brokeragefee,or similar payment
in connection with this transaction and against all expenses or liability arising out of any such claim.
II. Default.
a. If the sale contemplated by the Contract is not consummated through default of Seller or
Buyer, then the non-defaulting party shall elect, as its sole remedy, to seek specific performance of the Contract;
provided, however, that unless the non-defaulting party files with the clerk of a court of appropriate jurisdiction of
Orange County,Florida, the legal process necessary to seek and obtain specific performance of the Contract within
ninety (90) days from the date of such default, then the non-defaulting party shall be deemed to have forever
waived its right to seek and obtain specific performance of the Contract. IT IS SPECIFICALLY AGREED
BETWEEN THE PARTIES THAT THE PARTIES SHALL HAVE NO CLAIMS AGAINST EACH
OTHER FOR DAMAGES IN THE EVENT OF A DEFAULT OR A BREACH OF ANY PROVISION OF
THE CONTRACT.
b. Notwithstanding any provision contained in the Contract to the contrary, neither party shall
be entitled to declare the other party in default unless they have first given the other party ten (10) days written
FINAL VERSION
Page 10 006.288504.3
notice of such default and the other party has failed to cure such default within said ten (I0) day period; provided,
however,that the foregoing shall not be applicable to the obligations of each party to be performed at each Closing.
12. Further Documentation. The parties agree that at any time following a request therefor by the
other party, each shall execute and deliver to the other party such further documents, in form and substance
reasonably necessary to confirm and/or effectuate the obligations of either party hereunder and the consummation
of the transaction contemplated hereby. The provisions of this paragraph shall survive the Closing.
13. Counterparts; Facsimile Copies. The Contract and any amendments thereto may be executed in
one or more duplicate counterparts, each of which shall upon execution by all parties be deemed to be an original.
Facsimile copies of the Contract and any amendments hereto and any signatures thereon shall be considered for all
purposes as originals, provided that each of the parties hereto delivers an executed counterpart original of the
Contract and any amendments hereto to the other party by overnight courier within five(5) business days after the
Contract and any amendments hereto may be executed.
14. Seller Contingency. Seller's obligation to close on the sale of the Property is contingent upon
Seller obtaining the necessary congregational and church approval for the sale within thirty (30) days of the
Effective Date and delivering notice thereof to Buyer within said time frame. In the event Seller fails to deliver
such notice within said time frame, then the Contract shall be deemed to be terminated and of no further force and
effect.
15. Captions and Headings. Captions and paragraph headings contained in the Contract are for
convenience and reference only and in no way define, describe, extend or limit the scope or content of the Contract
nor the intent of any provision hereof
FINAL VERSION
Page 11 006.288504.3
IN WITNESS WHEREOF, Buyer and Seller have executed this Addendum on the date set forth below.
SELLER: BUYER:
OCOEE GLAD TIDINGS ASSEMBLY OF CITY OF OCOEE,FLORIDA
GOD, INC.,a Florida on-profit corporation
Al
BY: 4 t a..D/$JI By: -
Name: iX dtve S. Scott Vanderbniti, Mayor
Title: l MUUS •, ion- ot2
Attest:
2�3 Jean Grafton,City Clerk
�ryy
Dated: Arai/ lJ
(SEAL)
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD ON
APRIL ,2003 UNDER AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY THE CITY
OF OCOEE,FLORIDA. Approved as to form and
legality this
day of ,2003.
FOLEY& LARDNER
By:
City Attorney
FINAL VERSION 006.288504.3
Page 12
BOUNDARY SURVEY 1
LEGAL DESCRIPTION
BEGIN 35520 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF THE 1
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