HomeMy WebLinkAboutItem #05 Purchase of Property at 31 Franklin Street
AGENDA ITEM COVER SHEET
Meeting Date: July 18, 2006
Item # 5
Contact Name:
Contact Number:
Jamie Croteau
407 -905-3117
Reviewed By:
Department Director: ~
City Manager: Robert FranK --.......
Subject:Approval of First Amendment to "As Is" Contract for Sale and Purchase
Regarding the Property Located at 31 Franklin Street.
Background Summary:
On January 17,2006, the City Commission approved that an "As Is" Contract for Sale and Purchase (the "Contract") by
which the City agreed to purchase the property located at 31 Franklin Street. Staff believed the property was owned by Eva
Black, who executed the Contract as the seller, After City approval of the Contract, staff obtained a title report that revealed
that the property was owned by Ms. Black's deceased husband, James Black. Prior to the City being able to acquire title to
the property, the estate of James Black had to probated, Staff agreed to pay for one-half of the legal fees associated with the
probate of James Black's estate, not to exceed $3,000, The estate of James Black has since been probated, vesting title to the
property in Eva Black and Mr. Black's two daughters, Patricia Manning and Shirley Piland.
The First Amendment amends the Contract as follows: (i) corrects the reference to the seller to reflect the current owners of
the property, (ii) provides that the City will pay one-half of the legal fees associated with the probate of the estate of James
Black, not to exceed $3,000, (iii) extends the closing date to July 31, 2006 and (iv) provides that the purchase price of $60,000
will be paid in full at closing instead of by way of installment payments over a 24-month period.
Issue:
Should the Mayor and City Commissioners approve the First Amendment (the "First Amendment") to "As Is" Contract for
Sale and Purchase regarding the property located at 31 Franklin Street?
Recommendations
Staff respectfully recommends that the Mayor and City Commissioners approve the First Amendment to the "As Is" Contract
for Sale and Purchase regarding the property located at 31 Franklin
Attachments:
First Amendment to "As Is" Contract for Sale and Purchase regarding the property located at 31 Franklin Street.
Financial Impact:
Type of Item: (please mark with an "x")
Public Hearing
_ Ordinance First Reading
_ Ordinance Second Reading
Resolution
_ Commission Approval
For Clerk's Deat Use:
_ Consent Agenda
Public Hearing
_ Regular Agenda
Discussion & Direction
_ Original Document/Contract Attached for Execution by City Clerk
_ Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by ( )
N/A
N/A
N/A
2
City Manager
Robert Frank
Commissioners
Garv Hood. District 1
Scott Anderson. District 2
Rustv Johnson. District 3
Joel Keller. District 4
Mayor
S. Scott Vandergrift
STAFF REPORT
TO:
The Honorable Mavor and City Commissioners
FROM:
Jamie Croteau, Assistant City Manager
DATE:
July 18, 2006
RE:
First Amendment to "As It" Contract for Sale and Purchase regarding the Property located at
located 31 Franklin Street
ISSUE
Should the Mayor and City Commissioners approve the First Amendment (the "First Amendment") to "As Is" Contract for
Sale and Purchase regarding the property located at 31 Franklin Street?
BACKGROUNDIDISCUSSION
On January 17,2006, the City Commission approved that an "As Is" Contract for Sale and Purchase (the "Contract") by
which the City agreed to purchase the property located at 31 Franklin Street. Staff believed the property was owned by
Eva Black, who executed the Contract as the seller. After City approval of the Contract, staff obtained a title report that
revealed that the property was owned by Ms. Black's deceased husband, James Black. Prior to the City being able to
acquire title to the property, the estate of James Black had to probated. Staff agreed to pay for one-half ofthe legal fees
associated with the probate of James Black's estate, not to exceed $3,000. The estate of James Black has since been
probated, vesting title to the property in Eva Black and Mr. Black's two daughters, Patricia Manning and Shirley Piland.
The First Amendment amends the Contract as follows: (i) corrects the reference to the seller to reflect the current owners
of the property, (ii) provides that the City will pay one-half of the legal fees associated with the probate of the estate of
James Black, not to exceed $3,000, (iii) extends the closing date to July 31,2006 and (iv) provides that the purchase price
of $60,000 will be paid in full at closing instead of by way of installment payments over a 24-month period.
1
FIRST AMENDMENT TO "AS IS" CONTRACT FOR SALE AND PURCHASE
THIS FIRST AMENDMENT (this "Amendment") is made and entered as of the
day of April, 2006 by and between Eva Black, as heir to the estate of James 1. Black,
deceased (hereinafter referred to as "Seller"), and the City of Ocoee, a Florida municipal
corporation (hereinafter referred to as "Buyer").
PREMISES:
WHEREAS, Seller and Buyer have entered into that certain "As Is" Contract for Sale
and Purchase dated January 17,2006 (the "Agreement"); and
and
WHEREAS, Seller executed the Agreement in the name of the Flora James Life Estate;
WHEREAS, Buyer has requested Seller, and Seller has agreed, to ratify and reaffirm the
terms of the Agreement in the name of Seller as listed in the Title Commitment; and
WHEREAS, Buyer and Seller have agreed to amend certain terms and provisions of the
Agreement.
WIT N E SSE T H:
NOW, THEREFORE, for and in consideration of the sum ofTen Dollars ($10.00) and
other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:
1. The above recitals are true and correct and are incorporated herein by reference.
2. All capitalized terms used herein shall be as defined in the Agreement unless
otherwise indicated or defined in this Amendment.
3. All references in the Agreement to the "Flora James Life Estate" are hereby
deleted and replaced with "Eva Black, as heir to the estate of James 1. Black, deceased."
4. Section II( c) of the Agreement is hereby deleted in its entirety and replaced with
the following:
(c) Financing (see Paragraph IV) in the amount of .... .. .. .. .. .. .. .. .. . .. .. . .. . .. .. $ -0-
5. Section II( e) of the Agreement is hereby deleted in its entirety and replaced with
the following:
(e) Balance to close by cash, wire transfer of LOCALL Y DRAWN
cashier's or official bank check(s), subjects to adjustments or prorations......$ -60.000.00-
ORLA_ 408670,1
6.
following:
Section VI of the Agreement is hereby deleted in its entirety and replaced with the
VI. CLOSING DATE. This transaction shall be closed and the
closing documents delivered on or before the fifth (5th) day after
the estate of James J. Black is probated and fee simple title to the
Property is vested in Eva Black, individually.
7. A new Section 1.1 is added to the Addendum to the Agreement as follows:
1.1 Probate of the Estate of James L. Black. Seller will use best
efforts to probate the estate of James L. Black causing fee simple
title to the Property to become vested in Eva Black, individually
within 180 days of the Effective Date. Upon Closing, Buyer will
reimburse Seller for one half (1/2) of the actual legal fees and costs
paid by Seller in connection with probate of the estate of James L.
Black but in no event to exceed $3,000.00.
8. Section 5 of the Addendum to the Agreement is hereby deleted in it entirety.
9. Seller hereby ratifies and reconfirms all of the terms and conditions of the
Agreement, as amended, and agrees to perform each and every covenant, agreement and
obligation set forth therein and agrees to be bound by each and all of the terms and provisions
thereof.
10. Except as amended hereby, the Agreement remains unchanged and in full force
and effect, and each of the parties hereto hereby ratifies and confirms the terms and conditions of
the Agreement. All references herein to the Agreement shall refer to the Agreement as amended
by this Amendment unless the text or context indicates otherwise. In the event of any conflict
between the Agreement and this Amendment it is agreed that this Amendment shall control.
11. This Amendment shall become effective as of the date of the last execution by a
party hereto.
12. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original instrument, but all such counterparts shall constitute one and
the same instrument. Facsimile copies of this Amendment and any signatures thereon shall for
all purposes be considered as originals, provided that each of the parties hereto delivers an
executed counterpart original of this Amendment to the other party by overnight courier within
three (3) business days after the date of execution of the facsimile copy of this Amendment.
ORLA_ 408670,1
-2-
IN WITNESS WHEREOF, the Seller and Buyer have caused this Amendment to be
executed in their names by their proper officers, members, managers, agents or representatives
thereunto duly authorized as of the day and year first above written.
SELLER:
Eva Black, as heir to the estate
of James L. Black, deceased
BUYER:
ATTEST:
CITY OF OCOEE, FLORIDA
By:
BETH EIKENBERRY, City Clerk
S. SCOTT VANDERGRIFT, Mayor
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
,2006
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON , 2006
UNDER AGENDA ITEM NO.
FOLEY & LARDNER LLP
By:
City Attorney
ORLA_ 408670,1
-3-
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THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTOR.$'" AN[)'fHE FLORIDA BAR
II
9~IWQ
PARTIES: FLORA JAMES LIFE ESTATE ('Seller"),
and CITY OF OCOEE. a Florida municioal corooration ("Buyer"),
hereby agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property (collectively "Property")
pursuant to the tenns 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 Oran2e County, Florida: The South Y, of Lot 3. Block Bin
Lakerid2e Subdivision in the City of Ocoee. Florida accordin2 to the Plat thereof recorded in Plat Book F. Pa2e 123. Public Records
of Oran2e County. Florida (Parcel No. 28-22-28-4725-02-031)
"As Is" Contract For Sale And Purchase
FLORiDA r,SSOC1ATION OF REALTDR$" A,\iD THE FLORIDA BAR
1
(b) Street address, city, zip, of the Property: 31 Franklin Street. Ocoee. FL 34761-2238
(c) Personal Property includes existing range(s), refrigerator(s), dishwasher(s), ceiling fanes), light fixture(s), and window treatment(s) unless
specifically excluded below,
Other items included are: None
Items of Personal Property (and leased items, ifany) excluded are: NONE
II. PURCHASE PRICE (U.S. currency): ",...."""...."....,..,......,..."..."., ,..,'....,'...."..,...",.... ""..,.., ..,..,..',.,."..".,.,'..
PAYMENT:
(a) Deposit held in escrow by (Escrow Agent) in the amount of (checks subject to clearance):,
(b) Additional escrow deposit to be made to Escrow Agent within _ days after Effective Date
(see Paragraph III) in the amount of........,.,....,..."..,...."..."...,.........,.......,.........,....,..."".,..,.."........,..,....,....,.......
(c) Financing (see Paragraph IV) in the amount of....,..,..,..,..,..........,................,......,..;..,..................,................
(d) Other.."...........".."....,..",..",.",..,...,.,....,.""""..".,...,..".."..",..".,.."..,..,.,....,...""...",.,..,...., ............",...".."..
(e) Balance to close by cash, wire transfer or LOCALLY DRAWN cashier's or official bank check(s), subject
to adjustments or prorations".,....,..."...,..,......,..,.,....,..,....",.. ,...............,...."..,.. '.....,...' ,..,."..,.........""..,..."......,..
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 in writing between the parties on
or before January 19.2006 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 last one of the Buyer and Seller has signed or initialed this offer or the
final counteroffer, If such date is not otherwise set forth in this Contract, then the "Effective Date" shall be the date detennined above for
acceptance of this offer or, if applicable, the final counteroffer,
IV. FINANCING:
(gJ (a) This is a cash transaction with no contingencies for financing;
o (b) This Contract is contingent on Buyer obtaining approval of a loan ("Loan Approval") within _days (if blank, then 30 days) after
Effective Date ("Loan Approval Date") for (CHECK ONLY ONE): 0 a fixed; 0 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 tenn of years, Buyer will make application within _ days (if blank, then 5 days)
after Effective Date, Buyer shall use reasonable diligence to: obtain Loan Approval and notify Seller in writing of Loan Approval by Loan
Approval Date; satisfy tenns and conditions of the Loan Approval; and close the loan, Loan Approval which requires a condition related to
the sale of other property shall not be deemed Loan Approval for purposes of this subparagraph, Buyer shall pay all loan expenses. If Buyer
does not deliver written notice to Seller by Loan Approval Date stating Buyer has either obtained Loan Approval or waived this financing
contingency, then either party may cancel this Contract by delivering written notice ("Cancellation Notice") to the other, not later than seven
(7) days prior to Closing, Seller's Cancellation Notice must state that Buyer has three (3) days to deliver to Seller written notice waiving this
financing contingency, if Buyer has used due diligence and has not obtained Loan Approval before cancellation as provided above, Buyer
shall be refunded the deposit(s). Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction, by
Closing, of those conditions of Loan Approval related to the Property;
o (c) Assumption of existing mortgage (see rider for tenns); or
o (d) Purchase money note and mortgage to Seller (see "AS IS" Standards B and K and riders; addenda; or special clauses for tenns),
V. TITLE EVIDENCE: At least ----1- 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 oftitIe insurance (see "AS IS"
Standard A for tenns) shall be obtained by:
(CHECK ONLY ONE): 0 (1) Seller, at Seller's expense and delivered to Buyer or Buyer's attorney; or
(gJ (2) Buyer at Buyer's expense
(CHECK HERE): 0 If an abstract of title is to be furnished instead of title insurance, and attach rider for tenns.
~ CLOSING DATE: This transaction shall be closed and the closing documents delivered on the thirtieth 30th) day after the Effective Date
("Closing"), unless modified by other provisions of this Contract. IfYuyef is liRiEllll tB B staiR HIiB!Qfa, ',','iRa, FIB a a, Bf Hamil a'~ HilfS' iRBlinmea at a
noooRasla rlite olie to illlWama milathaf eORoitiBRB, YU:'9f mil)' oola:' CloBiRg For liJl ta ~ oaYB aftef BUllR 00 'orligil S8illlmOB &':ailaelo,
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 n,ar or front lines and 7 1/2 feet in
width as to the side lines); taxes for year of Closing ,and subs,equent years; and assumed mortgages and PUhstll~se money 1/10/06
FARlBAR ASIS-l Rev, 7/04 @2004 Flonda AsSOCIatIOn of REALTORS" and The Flonda Bar All~ghts Reserved Page 1 of5 i!
ORLA 399228.1 11'\ . .
$
60.000,00
$
-0-
$
$
$
-0-
-59.400,00-
-0-
$
- 600,00-
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"AS IS" STANDARDS FOR REAL ESTA TE TRANSACTIONS (CONTINUED)
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 retention pond 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 "AS IS" 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 oftime oftaking 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 0 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 ~ 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, ifso, specify, who shall pay amounts due after Closing: 0 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) Mold is naturally occurring and may cause health risks or damage to property, If Buyer is concerned or desires additional information
regarding mold, Buyer should contact an appropriate professional,
(d) Buyer acknowledges receipt of the Florida Energy-Efficiency Rating Information Brochure required by Section 553,996, F.S,
(e) If the real property includes pre-1978 residential housing, then a lead-based paint rider is mandatory.
(f) If Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act, the parties shall comply with that Act.
(g) BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE
HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE.
(h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY
TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR
SUBSEQUENT TO PURCHASE, A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS
OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES, IF YOU HAVE ANY QUESTIONS CONCERNING
VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION.
XII. MAXIMUM REPAIR COSTS: DELETED
XIII. HOME WARRANTY: 0 Seller 0 Buyer ~ N/A will pay for a home warranty plan issued by
at a cost not to exceed $
XIV. INSPECTION PERIOD AND RIGHT TO CANCEL: (a) Buyer shall have lQ days from Effective Date ("Inspection Period") within
which to have such inspections of the Property performed as Buyer shall desire and utilities service shall be made available by the Seller
during the Inspection Period; (b) Buyer shall be responsible for prompt payment for such inspections and repair of damage to and restoration
of the Property resulting from such inspections; and (c) if Buyer determines, in Buyer's sole discretion, that the condition of the Property is
not acceptable to Buyer, Buyer may cancel this Contract by delivering written notice of such election to Seller prior to the expiration of the
Inspection Period, If Buyer timely cancels this Contract, the deposit(s) paid shall be immediately returned to Buyer; thereupon, Buyer and
Seller shall be released of all further obligations under this Contract, except as provided in this Paragraph XN, The above provision (b) shall
survive termination of this Contract.
XV. RIDERS; ADDENDA; SPECIAL CLAUSES: CHECK those riders which are applicable AND are attached to and made part of this
Contract: 0 CONDOMINIUM 0 VAlFHA 0 HOMEOWNERS' ASSN, ~ LEAD-BASED PAINT 0 COASTAL CONSTRUCTION
CONTROL LINE 0 INSULATION 0 Other Comprehensive Rider Provisions ~ Addencla
Special Clause(s):
XVI. "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS ("AS IS" Standards): Buyer and Seller acknowledge receipt ofa copy
of "AS IS" Standards A through Z on the reverse side or attached, which are incorporated as part of this Contract.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD,
SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
TIllS "AS IS" 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 THE LINE CONTAINS A BLANK TO BE COMPLETED.
(BUYER)
CITY OF OCOEE, a Florida municipal corporation
(SELLER)
FLORA JAMES LIFE ESTATE
By ~~ ~d !-J3-JMt
NAME/TITLE: ru J.A t.!t(. l1A U~f ~DATE)
Social Security or Tax LD,# 2.ii ~~~- {,2"7
Sellers' address for purposes of notice: J 3 LAj(i/illl!~ ;5r '
OCOttl , V~.
, ~ d~
401 ~ 6)1,.. 5 'L.,~ Phone
SEE NEXT PAGE FOR OCOEE SIGNATURE
(DATE)
Tax ill # 59-6019764
Buyers' address for purposes of notice: 150 North Lakeshore Drive
Ocoee. FL 32761
407-905-3100 Phone
Riders and Contracts can be obtained by Contacting Florida Lawyers Support Services, Inc. (407) 515-1501
FARlBARASIS-1 Rev, 7/04
ORLA_399228,l
() 2004
Florida Association of REALTORS" and The Florida Bar
All Rights Reserved Page 2 of 5
"AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED)
130 BROKERS: The brokers (including cooperating brokers, if any), named below are the only brokers entitled to compensation in connection with
131 this Contract:
132 Name: None None
133 Cooperating Brokers, if any Listing Broker
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136 APPROVAL BY BUYER
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ATTEST:
CITY OF OCOEE, FLORIDA
~~;;J~ h
S. SCOTT VANDERGRIFf, Mayor r-;fI
1/ /7 /').bbb
I '
(SEAL)
Executed on:
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
GALIT this ~ day of
2006
~{!;Jjj)
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON"'~ \1 , ,2006
UNDER AGENDA ITEM NO. -,
City Attorney
Riders and Contracts can be obtained by Contacting Florida Lawyers Support Services, Inc. (407) 515-1501
FARlBAR ASIS-I Rev, 7/04
ORT.A i991JlU
(1:)2004
Florida Association of REAL TORSe and The Florida Bar
All Rights Reserved Page 3 of5
"AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED)
191
192 "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS
193 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
194 Buyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyers marketable title to the Real Property, subject only to matters
195 contained in Paragraph VII and those to be discharged by Seller at or before Closing. Marketable title shall be, detennined according to applicable Title
196 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
197 examine 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
198 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:
199 (1) extending the time for a reasonable period not to exceed 120 days within which Seller shall use diligent effort to remove the detects; or (2) requesting a
200 refund of deposit(s) paid which shall be returned to Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have accepted the title as it then is,
201 Seller shall, if title is found unmarketable, use diligent effort to correct defect(s) within the time provided, If, after diligent effort, Seller is unable to timely
202 correct the defects, Buyer shall either waive the defects, or receive a refund of deposits, thereby, releasing Buyer and Seller from all further obligations
203 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
204 that Buyer shall have up to 5 days from date of receipt to examine same in accordance with this "AS IS" Standard.
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208 IIRilllMlmmoss t8 In lis}!t in g88d BtlHl.iiiRg, BRllll t:orlliR IRBiiiBSlIti8RB BF:, sr mtUfs as MeSB UIlRS', pri8r IRBftgllgil(O), aAlIl.l fIi~uifil :all) i1r ts HllliBtain
209 }!8lioiliB sf mB~lHlsll iamlliniRg Il Ot8ll.RllfR HlBptgllgU elusll 08"'Sl'il1g all iM/l'S iHleMS 18illtllS SR tftli P.olll Prs'iR) aglliRBt Hri IIIIR Ill! /lirilB msluRlls
210 ithiR thi til_ "illKIiRiisR S8"llfllgil i1RS8.SSHiilRtS" iIIlR BIIIlR B~lilr rialm mil perilB Il!l Edler Hllt)' 'ill08Rllill) filljliin, ill. 8Il. lHl!.8UDt illjllal t8 thllir RighilSt
211 iRSlIf8111s "1l1111l1 iIIlil tfts III.Bl'tgll~S, RStS iIIlil Bumi) Ilgt'UIII.IlIN skllll In SthilP' iBIl iR f8_ mil 88Rhltt flil!lIirss 05' Ellllllr, oat Ellllsr HlIlS sRl~' filijllWIl
212 sllltisils lIftd 08"ilNgil iluataMIIl'i1~ fOllful iR M8J'1tgagilo, HlSl'tgllgil RStSO IlRil Oil illlrii)' agruHlill1to gBRilfllll~' Utilii!ilS o~ s9':ings litu! 10m iRotittltioft8 ar Btlltll sr
213 RlItioRIlIllBnliB ISillitilil iR ths S8I1m)' "'hBniR tfte Real PrB}!OFts iB ISillltSS, ;ill PBrosRall?roj'l BAs lH!.illilllSilB olliRg OSR :il)'ilS sr IlBaignils "ill, lit Ellllor'B
214 sfltisR, Oil Btl@jut ts tluli8R sf Il BSIltil'it) .BIlHlilRt Il iiloRndll~' roOS.i8S 8r iiliil iiRIHl8iRg otllhHlilms or ooJltiiilllltilO BftitlB. If a BaUSSR HlsRgllgil, tftB
215 BRal j'llt5'HlSIN "'ill i1Hsud tB.1l pilAsilio fla~lRSINB tftllfil8R.
216 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
217 certified by a registered Florida surveyor, If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on
218 setback lines, easements, lands of others or violate any restrictions, Contract covenants or applicable governmental regulations, the same shall constitute a
2 I 9 title defect.
220 D. WOOD DESTROYING ORGANISMS: DELETED
221 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
222 in Paragraph vn hereof and title to the Real Property is insurable in accordance with "AS IS" Standard A without exception for lack of legal right of access,
223 :r :bE' SE~I Ellllor sRlIl.lat IBIlSt 1 \} sa) B oilt:sn GSBing, fumisR to :all~ ilf ilS.IliilS sf Illl -!'itlillR luoes iIflil oBt8j'lpilliitlief8 H-SM llailR tilnllllt sj'lilsif5 ing tlu
224 R!ltwll !Uli OOrIl1!BR 8f&8 tORlltlt'B 8eetljilllftO~, 'imlll filtila, IlS"llIlllilS font liRil OIlB~ity SIlj'lSBit8 paiil8~ tSRllRi, If Eillliif is llRalllu t8 obtain 8\1cRlilttilr H-OHl
225 oacR tilnlillt, thll BlHl!.1l iRt:ormatisR skall'eil flmli8RilB 0) ~cllsr to :a\l~'Of , ithin &lit tiHlil pilriBs ill. tftll fo_ sf a Esllsr'B afMda it, mil :a ll)'sr 1l.1~' thilfilaftilr
226 IlSRtallt tllnmt to ilsRiirm BIICR il1fs_litisR If tftll tilJ!HlS sf tlio IOllSil8 siffer .Hllltilfiall~' H-SHl EBllllr'B fiI,'ilBiRtlltiSRB, Illl5'ilr lII.a~ til-mlltil thiB CSRtJ!llllt b~'
227 ililli"ilfing 'fittSR Retiu ts Ellllllr lit lust ~ SIlS'O prisr ts CloBing, ~cllilf aRall, lit Gsoing, Silli 'Sf md a8Bi~ all 8figiRWliill81l0 tB OU~'Bf,
228 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
229 statement, claims of lien or potentiallienors known to Seller and further attesting that there have been no improvements or repairs to the Real Property for
230 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
231 of construction liens executed by all general contractors, subcontractors, suppliers and materialmen in addition to Sellers lien affidavit setting forth the
232 names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges for improvements or repairs which could
233 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.
234 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
235 ("Closing Agent") designated by the party paying for title insurance, or, ifno title insurance, designated by Seller,
236 I. TIME: In computing time periods of less than six (6) days, Saturdays, Sundays and state or national legal holidays shall be excluded. Any time periods
237 provided for herein which shall end on a Saturday, Sunday, or a legal holiday shall ell.1end to 5:00 p,m, of the next business day. Time is of the essence in
238 this Contract.
239 J C:bQSI~r{;: >>QCYMEmE, EclIor shall IDmlsh thll sud, bill sf BIlIIl, iloFtif4BlItC sf titlo, 1l8RShstisR lion affida,it, B ''Rilf'B pSB81l8BisR aftida,it,
240 888ignIlloftta sf ]eas88, teNant and mBI=tgaggg ggtBp}H.d letters 8REi c€lffeetiue mstFURum.ta. RNj'er BHall RimiBh mBRgago, lfl8rtgage RBtO, BOOlKit) &gr8@ItlBBt
241 liftS Ml1MOiRg atlitilHlilRta
242 K. EXPENSES: gSilllHliMIl"S BtlURfla SIl. tho SililS IIRil roosfdiRg ef S8J!fllli1!"i iRott'ulll.llnts Bhal.l 'ell !laid 05' Eilllsf. /11 ooots Bf :all:; ir'B 1011I1 ( Rllthllr
243 slltaiRsil H-UIR Eelliif sr third PIII't3), iR81din~, 811t nst liHlitilil t8, B8illlHlIlRt~ stilHlps mi iEtlHlgi811i tiln SR tfte phlnhBIl HlSRIl) IRSftgllgll ms m~'
244 IRSftgagil Il8B_il&, Hl8~llgi18 title iRBUfMeli IlsRIH!.itlll.iRt itk nllltoil fi8a, IHl.d rusrdiltg sf plilfilRIl8il MORO) HlSftgll~ll, dilld BRd MRliRiling BtatBlRilntB
245 sAallll iI 'Ilid 8)' ~ 115'i1F, Unless otherwise provided by law or rider to this Contract, charges for the following related title services, namely title evidence, title
246 examination, and closing fee (including preparation of closing statement), shall be paid by the party responsible for furnishing the title evidence in
247 accordance with Paragraph V,
248 L PRORATIONS; CREDITS: Taxes, assessments, rent, interest, insurance and other expenses of the Property shall be prorated through the day before
249 Closing. Illl~ Ilr BRllllRIl iI tftil SptiSR sftwiiRg S ilr BlIisting j'lsliiliilB sfiROlil'llllB8, ifll!lslIIJ!alllii, iR RieR i '8Rt pfilHliloa BAlIl.lllll P'Bf!ltIlS CIl!lR lit ClsBiag
250 BRlIl.l Oil inBfilll!l8i1 Bf dUfilllBSilll8 MIlS OS fBl\llipild ll~' }!fSrll1!BRS tB llIl Hladil tMBllgk illl~ fI,iBf 18 CloBiRg, ar sutljillH!.i5', if Si1iltljilMS~ SiliIijfS llilfen
251 ~;IS8iRg.) d IIIISiI nltt Mil sumt) ililpoBita illllB militiR tB ~1I3 SF, J!:sm" il8pSBite Rillil ll~ HlsFtgllgn i1l8i militilil ts Edlsf, Taxes shall be prorated
252 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
253 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
254 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
255 Property by January 1st of year of Closing, which improvements were not in existence on January 1st at of prior year, then taxes shall be prorated based
256 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
257 Appraiser for an informal assessment taking into account available exemptions. A tax proration based on an estimate shall, at request of either party, be
258 readjusted upon receipt of current year's tax bill.
259 M. SPECIAL ASSESSMENT LIENS: Except as set forth in Paragraph XI(a), certified, confirmed and ratified special assessment liens imposed by public
260 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
F AR/BAR ASIS- I
ORLA 399228_ I
Riders and Contracts can be obtained by Contacting Florida Lawyers Support Services, Inc. (407) 515-1501
Rev, 7 /04 ~ 2004 Florida Association of REAL TORS~ and The Florida Bar All Rights ~ Page 4 of 5 ,
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"AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED)
as of Effective Date, any pending lien shall be 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 AND REPAIR: DELETED
Q, RlIlK 9Y :bQIlIl: Iftk8 Proj!8!'t5 io a!lmag8a!;; Ere or oiller oaOllalli)'!;of@n ClooiRg 8ful 800t ofr8otariltioR aooo Rot 8r880a 1 j9~ oftk8 PIif'ORaOO Pl'i08,
ooot of notoriltion oRall!;o IiIl. o!;ligatiOR of ~8118r ana Clooing BRall j!rouoa l'ltUOllllflt to the tOMB of tRia Conkaet -itk notoflltioR ooots eSlilfo oa at
ClosiRg, If tke eost of nstoratioll 8j[800as 1.j9~ of tile PurORlIf]O PAeo, Yu;'or oRall oiThor taJ.[O Tho Pr8!l0~ as is, tsgethor ':ilk oiThor th8 1.5%. or !Ifl}'
i1l81!WlHlBG prs888da p~ afi!8 8~ 'iftti8 of fillCD .1888 Sf damagB, aT FB08i ij a refund sf 8BIHIBit(a), th8rB8~ nill88fliag Yll~ Sf flll8 EoIler KOHl all fltrtltBr
obligattoll.o lI!laer this COMraot
P. CLOSING PROCEDURE: The deed shall be 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 "AS IS" Standard shall be waived, Unless waived as set forth above the following
closing procedures shall apply: (1) 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 fails 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 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 (collectively "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. It 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 a judgment of a court of
competent jurisdiction shall determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the
dispute- 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, 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 tees 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 items 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 purposes of this "AS IS" 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 tees, costs and expenses.
Il, YAIl.lJRE QY PERFQR1\1LNCEI IfYli~'or failo to porfol'm. tRio Comraet itkin tke timo s!l@eiHoa, inoltlaing pa;'Rmtt of alldeJlssits, the aoposit(s)
!laid!;;' Yli;'8r 8Ila ilopooit(o) agn@a to bo pais, ma) be r@oa orea IlIlS retain@s ll; 8Ild far tho a@@aoot of ~01l8r liB agnoa lIpOIl liijuiaat8a alllll.ages,
eORoiaoration for tho 811ulItion ofthiB Contf'8.ot an8 in full Bottlement of 8f15' @Iaimsj",'koroupoll., Ytl5 or IIna ~8111ir sRall h roli8 'B8 sf aJ.I ollligiltiORo ooaor
this COlHt:llotl or ~BIl8r, at ~oller's OptiOR, ma~' proBBoa ill. oijtlit; to 8nf@roe ~BIl8r's l'ights unaor this COll.tfa8t, Iff@r 8f1)' rBaBOn otftor than Hiihwo Bf ~olhr
tB mal,o ~8llor'B titlo m!ll'kotablo aftBr ailig8nt BfroR, ~@ller faila, Rogl@ota or refuooB tB p8rform. tRis C8BftOt. Y1I5 or mo.;' s801, o!looiHe porf@l'm.lI:Ilee Br 0180t
to raBBi '0 tho rotum. Bf:g\l~'~r'8 fiO~Boit(o) ithBlit tfiQf811~' w "s.iv'ing 811:' Retios. fer 8Bm8gofl nundting €reM ~oller'B OnUlOA..
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 oftitle, 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 be bound by it
W. SELLER DISCLOSURE: (1) 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; (2) Seller extends and intends no warranty and makes no representation of any type, either express or
implied, as to the physical condition or history of the Property; and (3) Seller has received no written or verbal notice from any governmental entity or
agency as to a currently uncorrected building, environmental or safety code violation.
X. PROPERTY MAINTENANCE; PROPERTY ACCESS; ASSIGNMENT OF CONTRACTS AND WARRANTIES: Seller shall maintain the
Property, including, but not limited to lawn, shrubbery, and pool in the condition existing as of Effective Date, ordinary wear and tear excepted. Seller shall,
upon reasonable notice, provide utilities service and access to the Property for appraisal and inspections, including a walk-through prior to Closing, to
confirm that all items of Personal Property are on the Real Property and that the Property has been maintained as required by this "AS IS" Standard. Seller
will assign all assignable repair and treatment contracts and warranties to Buyer at Closing,
Y. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneous with Closing or deferred) with respect to the
Property under Section 1031 of the Internal Revenue Code ("Exchange"), the other party shall cooperate in all reasonable respects to effectuate the
Exchange, including the execution of documents; provided (I) the cooperating party shall incur no liability or expense related to the Exchange and (2) the
Closing shall not be contingent upon, nor extended or delayed by, such Exchange,
Z. BUYER WAIVER OF CLAIMS: Buyer waives any claims against Seller and, to the extent permitted by law, against any real estate licensee involved
in the negotiation of the Contract, for any defects or other damage that may exist at Closing of the Contract and be subsequently discovered by the Buyer or
anyone claiming by, through, under of against the Buyer, ~
~
Rid,,,, and Con"",ts oan b, o"'ln,d by Conla,Ung Florida lawy,,,, Support 5,,,,1..., In'. 1407} 515-1501 ~ 1i{)O.
FAR/BAR ASIS-l Rev, 7/04
ORT ,A 1qq22R 1
iC2004
Florida Association of REAL TORS~ and The Florida Bar
All Rights Reserved Page 5 of 5
nus FORM HAS BEEN APPROVED BY THE FL.ORIDA ASSOCIATION OF REALTORS- AND THE FLORIDA BAR
II
Si.!"lW~tNC
If initialed by all parties, the clauses below will be incorporated into the F ARJBAR Contract for Sale and Purchase between
FLORA JAMES LIFE ESTATE (Seller)
and CITY OF OCOEE. FLORIDA (Buyer)
concerning the Property described as 31 Franklin Street. Ocoee. Florida 34761-2238
Comprehensive Rider to the FAR/BAR Contract for Sale and Purchase
;::L:lRlOJ\ fI.$8XIATION OF REA.IORS'
LEAD-BASED PAINT DISCLOSURE
"s initials - Seller's initials: If to be made a part of the Contract.
C. ( )--( )( )
Lead-Based Paint Warninl! Statement
"EYery purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified
that such property may present exposure to lead from lead-based paint that may place young children at risk of deyeloping lead
poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced
intelJigence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women, The
seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards
from risk assessments or inspection in the seller's possession and notify the buyer of any known lead-based paint hazards, A risk
assessment or inspection for possible lead-based paint hazards is recommended prior to purchase,"
Seller's Disclosure (INITIAL)
(a) Presence oflead-based paint or lead-based paint hazards (CHECK ONE BELOW):
o Known lead-based paint or lead-based paint hazards are present in the housing.
I2SI ~ey.er has no knowledge of lead-based paint or lead-based paint hazards in the housing,
~ ~~L (b) Records and reports ayailable to the Seller (CHECK ONE BELOW):
"'~ 0 Seller has proyided the Buyer with all available records and reports pertaining to lead-based paint or lead-based paint hazards in
the housing, List documents:
I2SI Seller has no reports or records pertaining to lead-based paint or lead-based paint hazards in the housing.
Buyer's Acknowledgement (INITIAL)
(c) Buyer has received copies of all information listed above.
E) Buyer has received the pamphlet Protect Your Family from Lead in Your Home.
Buyer has (CHECK ONE BELOW):
a IO-day opportunity (or other mutually agreed upon period) to conduct a risk assessment or inspection for the presence
a paint or lead-based paint hazards; or
the opportunity to conduct a risk assessment or inspection for the presence oflead-based paint or lead-based paint hazards,
Licensee's Acknowledgement (INITIAL)
(f)Licensee has informed the Seller of the Seller's obligations under 42 D.S.C. 4852(d) and is aware of Licensee's
responsibility to ensure compliance.
(Remainder of Page is Intentionally Blank)
FBCR-6 Rev, 7/04 ~ 2004 Florida Association ofREALTORS~ and The Florida Bar
Page _ of Comprehensive Rider to the F AR/BAR Contract for Sale and Purchase
ORLA_399242,1
All Rights Reserved
1/10/06
Certification of Accuracy
The following parties haye reviewed the information aboye and certify, to the best of their knowledge, that the information they have
proyided is true and accurate,
SELLER:
FLORA JAMES LIFE ESTATE
By: ;'ht- ~ /
N.meITitle: E J/d t3f-.4 e;:- -.tJ~ tf-.J ~
Executed on:
,2006
BUYER:
(SEAL)
ATTEST:
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS 1r70RM AND
~GALITY this day of
::.J1.ArJ 11. ~ ' 2 06
JliJ77idt)
City Attorney
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON ::r~. "1m' 2006':1
UNDERAGENDAITE NO.~
Any person or persons who knowingly violate the proYisions of the Residential Lead-Based Paint Hazard Reduction Act of
1992 may be subject to civil and criminal penalties and potential triple damages in a private civil lawsuit.
2
ORLA 399242.1
ADDENDUM TO "AS-IS" CONTRACT FOR SALE AND PURCHASE
by and between
FLORA JAMES LIFE EST A TE ("Seller")
and
CITY OF OCOEE, a Florida municipal corporation ("Buyer")
Dated
J J}7
I
,2006
TIDS ADDENDUM is intended by the parties to supplement the attached 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. Title and Survey Matters. Seller represents to the Buyer that it is authorized to
sign this Contract on behalf of all persons having any interest in the Property. Notwithstanding
any provision contained in the Contract to the contrary, the Seller shall be obligated at Closing to
convey unencumbered fee simple title to the Property free and clear of any life estate such that
the Buyer may proceed with the demolition of the structures located on the Property. In the event
the Seller raises any objections with respect to title or survey matters and Seller is unable to cure
such objections within the time periods set forth in AS IS Standards A and C, then Seller, at its
option, may elect to extend for up to 120 days the time for Seller to cure such title and survey
matters.
2. Environmental Investie;ation Period. Buyer and Buyer's engineers, and other
agents shall have a period of thirty (30) days from the Effective Date (the "Environmental
Investigation Period") within which to undertake such environmental investigations and inquiries
concerning the Property as may be necessary for Buyer.
For purposes of undertaking such investigation of the Property, Seller hereby
grants to Buyer and its agents full right of entry upon the Property during the Environmental
Investigation Period and prior to the Closing (unless this Contract is terminated in which case
such right of access shall terminate upon termination of the Contract). 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.
In the event Buyer is not satisfied with the results of its investigation, Buyer may,
at Buyer's sole discretion, elect to terminate this Contract by furnishing written notice thereof to
Seller prior to the expiration of the Environmental Investigation Period and in such event all
rights and obligations of the parties hereunder shall thereafter cease and terminate.
ORLA_399173,1
1/10/06
3. Condition of Real Estate. THE BUYER ACKNOWLEDGES AND AGREES
THAT EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THE CONTRACT THE
PROPERTY AND THE IMPROVEMENTS LOCATED THEREON ARE TO BE
PURCHASED BY BUYER AS IS AND WHERE IS WITHOUT ANY EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS WHATSOEVER BEING MADE
BY SELLER.
4. Conveyance Under Threat of Condemnation. Pursuant to Section 12B-
4.013(4), Florida Administrative Code, Buyer hereby determines and gives written notice to
Seller that Buyer has decided to acquire the Property and that Buyer is prepared to institute
condemnation proceedings to acquire the Property in the event Seller does not agree to sell the
Property to Buyer in accordance with the terms and conditions of this Contract. This paragraph
is included for the purpose of documenting that the conveyance of the Property is to be made by
Seller to Buyer under threat of condemnation and that the conveyance is not subject to the
Florida documentary stamp tax.
5. Promissory Note. At Closing, Buyer shall execute an unsecured promissory note
(the "Note") in the amount of the purchase price, less the first payment, for a total of FIFTY
NINE THOUSAND FOUR HUNDRED AND NO/100 DOLLARS ($59,400.00). The terms of
the Note shall be as follows:
A. Payment Terms. The purchase price shall be payable to the Seller as follows:
1. Twenty-four (24) consecutive monthly installments of SIX
HUNDRED AND NOll 00 DOLLARS ($600.00) commencing on
the Closing Date and payable on the 15th day of each month
thereafter, for a total of FOURTEEN THOUSAND FOUR
HUNDRED AND NO/100 DOLLARS ($14,400.00).
11. At the end of twenty-four (24)'months, the remaining balance of
the Note shall balloon and Buyer shall make one final payment of
FORTY FIVE THOUSAND SIX HUNDRED AND NO/lOO
DOLLARS ($45,600.00).
B. Interest. The Note shall bear an interest of zero percent (0%).
C. Pre..payment. Pre-payment by the Buyer of the amount due and payable shall
be prohibited.
6. Expenses and Closinl!: Documents. Buyer shall be responsible for the costs of
. any title insurance, survey, recording of the deed and Buyer's legal expenses. Seller shall be
responsible for Seller's legal expenses. Real property taxes in connection with the conveyance
of the Property shall be prorated as of the day of the acceptance of the conveyance by the City
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. Buyer's counsel shall prepare all closing
documents.
2
ORLA_399173,1
7. Brokers. Each party represents and warrants to the other that it has not used the
services of any real estate agent, broker or finder with respect to the transactions contemplated
hereby. Each party agrees to indemnify and hold harmless the other, to the extent permitted by
law, against and from any inaccuracy in such party's representation under this Paragraph. This
indemnification shall survive the delivery of the deed and shall not merge therein.
8. Specific Performance. Both Buyer and the Seller shall have the right to enforce
the terms and conditions of this Contract by an action for specific performance as their sole
remedy hereunder and neither party may assert any claim for any damages or pursue any other
remedy against the other party.
9. 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 and instruments, in form and substance reasonably necessary to confirm and/or
effectuate the obligations of either party hereunder and the consummation of the transactions
contemplated hereby.
10. Surviving Clauses. The provisions of this Addendum shall survive the Closing
pursuant to the Contract. Except as set forth in the preceding sentence or as otherwise expressly
set forth in the Contract, no other provision of the Contract shall survive the Closing of this
transaction or any termination hereof by either party as a matter of right.
11. Counterparts: Facsimile Copies. The Contract and any amendments hereto may
be executed in any number of counterparts, each of which shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and the same instrument.
Facsimile copies of the Contract and any amendments hereto and any signatures thereon shall be
considered for all purposes as originals.
12. Addendum Controls. This Addendum is being executed by Seller and Buyer
contemporaneous with the Contract, is hereby made a part of the Contract, and controls in the
event of any conflict with the printed text of the Contract.
Signatures to Follow
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ORLA_399173,1
IN WITNESS WHE~OF the parties hereto have executed this Addendum as of the
qate set forth below, intending to be legally bound.
SELLER:
FLORA JAMES LIFE ESTATE
Bv:~~;q/~ ~ 4.j
Name/Title: E7/d trLAf/r -r-cr ~~~
Executed on:
,2006
BUYER:
ATTEST:
~L~
CITY OF OCOEE, FLO
B
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED ~S T,.l)ORM AND
~ALITY thIS ' day of
~ J'AfI; ,2006
::LE[Ji~
City Attorney
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON ~on~ \1 , 2006
UNDER AGENDA ITEM NO. ~
ORLA_399173,1
1/10/06