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VII(H) Discussion Re: Approval Of Boundary Encroachment Easement Agreement Agenda 6-18-2002 ! Item VII H "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER fo/Ocoee ' S. SCOTT VANDERGRIFT w 05414 a CITY OF OCOEE D COMMISSIONERS ANNYHOWELL Q. 150 N.LAKESHORE DRIVE v 0 SCOTT ANDERSON �,� (!5 OCOEE,FLORIDA 34761-2258 RUSTY JOHNSON yjf `ate' (407)905-3100 NANCY J.PARKER Of 000'0�' (407)656-5725 FAX CITY MANAGER FROM THE OFFICE OF JEAN GRAFTON, CITY CLERK JIM GLEASON MEMORANDUM TO: The Honorable Mayor and City Commissioners FROM: Jean Grafton, City Clerk DATE: June 11, 2002 RE: Proposed Boundary Encroachment Easement Agreement Paul Rosenthal is preparing the staff report for this draft of a Boundary Encroachment Easement Agreement with Alexander C. Hunt and Kent Reagin which is presented for your consideration. Mr. Rosenthal will distribute the report at the meeting PAW . ['meet awes zlcatrrResourr ,:. Prepared by and Return to: Scott A. Glass, Esquire Shutts & Bowen LLP 300 S. Orange Ave., Suite 1000 Orlando, Florida 32801 (407)423-3200 BOUNDARY ENCROACHMENT EASEMENT AGREEMENT THIS BOUNDARY ENCROACHMENT EASEMENT AGREEMENT ("Easement Agreement") is made and entered into this day of , 2002, by and between the CITY OF OCOEE, a municipal corporation under the laws of the State of Florida, whose address is (hereinafter referred to as "Grantor"), and ALEXANDER C. HUNT AND KENT REAGIN, as tenants-in-common, whose post office address is 644 South Maguire Road, Ocoee, Florida 32761 (hereinafter referred to as "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of that certain real property located in Orange County, Florida, described as follows: (the "Grantor's Property"); and WHEREAS, Grantee is the owner of that certain real property (the "Grantee's Property") located adjacent to, and east of the Grantor's Property, as depicted and described on the survey which is attached hereto as Exhibit "A" (the "Survey"); and WHEREAS,the building which is located upon Grantee's Property(the "Grantee's Building"), encroaches by up to 4.7 feet in various locations onto Grantor's Property (collectively the "Encroachment"), as shown on the Survey; and WHEREAS, Grantee has requested, and Grantor has agreed to enter into this Easement Agreement to evidence Grantee's acknowledgment of the Encroachment and Grantee's conveyance of an easement relating thereto, on the terms as set forth herein. NOW,THEREFORE, in consideration of the mutual covenants, promises,terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The above recitals are true and correct, form a material part of this Easement Agreement and are incorporated herein by reference. 2. Easement. Grantor hereby acknowledges the existence of the Encroachment as shown on the Survey, and hereby gives, grants, bargains and conveys to Grantee, for the benefit of Grantee's Property, an exclusive easement for use and occupancy over that portion of Grantor's Property upon which the Encroachment is located (the "Easement"). 3. Termination. Upon demolition or destruction of more than fifty percent(50%)of the then current market value of Grantee's Building,for any reason,the Easement shall automatically terminate. 4. Indemnification. Grantee agrees to indemnify and hold Grantor harmless from and against all claims for personal injury or property damage arising,directly or indirectly from Grantee's use of the Easement. 5. Miscellaneous. This Easement Agreement shall be construed in accordance with the laws of the State of Florida. In the event of any litigation resulting from a dispute under this Easement Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorney fees, courts costs and other costs relating to litigation, both at trial and on appeal. 6. Successors and Assigns. This Easement Agreement shall run with the land and be binding upon and inure to the benefit of the parties specified herein, their respective legal representatives, successors and assigns. 7. Counterparts. This Easement Agreement may be executed in counterparts. 2 IN WITNESS WHEREOF,the parties hereto have subscribed their names and have caused this Easement Agreement to be executed as of. the day and year first above written. Signed, sealed and delivered in the presence of the following two witnesses: GRANTOR: CITY OF OCOEE By: Printed Name: Print Name: Title: Printed Name: STATE OF FLORIDA ) COUNTY OF ORANGE ) The foregoing instrument was acknowledged before me this day of , 2002, by , as the of City of Ocoee, on behalf of the City, who is personally known to me OR has produced as identification. NOTARY PUBLIC-STATE OF My commission expires: 3 GRANTEE: Printed Name: By: Alexander C. Hunt Printed Name: Printed Name: By: • Kent Reagin Printed Name: STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2002, by Alexander C. Hunt, who is personally known to me OR has produced as identification. • NOTARY PUBLIC-STATE OF FLORIDA My commission expires: STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2002, by Kent Reagin, who is personally known to me OR has produced as identification. NOTARY PUBLIC-STATE OF FLORIDA My commission expires: ORLDOCS 10112852.1 ADS 4 'BOUNDARY.SURVEY FOR/CERTIFIED TO: Charinstan Landscaping & Maintenance, Inc. .Treasure Title Insurance Services, Inc.; American Pioneer Title Insurance Company; SunTrust Bank • DESCRIPTION AS FURNISHED: Begin 40.0 feet West of the. Southeast corner of the North 1/4 of the Southeast 1/4 of the • Northeast 1/4 of Section 31, Township 22 South, Range 28 F.act, Orange County, Florida; run North 115.0 feet, West 150.0 . feet, South 115.0 feet, East 15010 feet to the Point of Beginning. • •• I 1 I I ' ,i.✓o/e. : By//rl.,r 04t oe.,-4.s I 4:7'o,/• .442 /Jf Jj1l WAP/roA I (JWe'. . 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N<:/rnvRl Rlr PO OW, in.wnnN -ll-` I tIX.n 11.w1 AlIlk'Il/fu• J4`.n.- W. SC011,rm.5 141101 IOU:. C11),.1VI Yr/f•I:1.5.I i/N ._... 1:(Nl ln�l�•1' RAW'11/100:a' oa:504 E/l2'C^-00) R.L.E. U1 C11IC10011 • . .. VERNON N. BERRY J.L. 10_f._ awll Ur. FOLEY : LARDNER MEMORANDUM CLIENT-MATTER NUMBER 020377.0590 TO: Jim Gleason, City Manager FROM: Paul E. Rosenthal, Esq., City Attorney ca.. DATE: May 20, 2002 RE: Proposed Purchase from Helen Crittenden/28 East McKey Street Pursuant to our discussions, attached hereto is a proposed Contract for Sale and Purchase between Helen J. Crittenden and the City of Ocoee. The Contract is structured for your signature but is made subject to the approval of the City Commission so that it will be of no force and effect unless approved by the City Commission within twenty (20) days from the Effective Date. Highlights of the Contract are as follows: (1) Purchase Price: $90,000.00. Cash transaction. (2) The City is .responsible to obtain, at the City's expense, a title insurance commitment, survey and Environmental Site Assessment. The City will prepare all closing documents and pay all closing costs. (3) Closing is sixty-(60) days after approval of the Contract by the City Commission. This timeframe is intended to allow sufficient time to obtain the title, survey and Environmental Report after City Commission approval of the Contract. (4) The property is being sold "as is". The City will not be entitled to object to the condition of the property, except as it relates to the right of termination due to environmental matters. (5) The conveyance is under threat of condemnation. Documentary Stamp Taxes are not paid under such circumstances. (6) No brokers are involved. (7) The Contract is enforceable by specific performance against both parties. 006.256981.1 FOLEY&LARDNER FOLEY : LARDNER (8) Since the dwelling was built prior to 1978, the Seller is required to make a lead based paint disclosure. A Comprehensive Rider with the lead based paint disclosure is also attached to the Contract. If you have any changes to the proposed Contract, please let me know. Otherwise, you should sign it in duplicate and present it to Mr. Crittenden for presentation to his mother. I have tabbed the places requiring your signature and/or initials in order to properly present the Contract. PER/j lh Enclosure 2 006.256981.1 CONTRACT FOR SALE AND PURCHASE - FLORIDA ASSOCIATION OF REALTORS®AND THE FLORIDA BAR PARTIES: HELEN J. CRITTENDEN ("Seller"), of 1023 Pinar Drive, Orlando, Florida 32825 (Phone) and City of Ocoee, a Florida municipal corporation ("Buyer"), of 150 North Lakeshore Drive,Ocoee,Florida 32761 (Phone) hereby agree that Seller shall sell and Buyer shall buy the following 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 Real Property located in Orange County, Florida: Lots 11 and 12,Block D, Marion Park, Plat Book L, Page 48 (Tax Parcel No. 17-22-28-5504-04-110) (b) Street address,city, zip, of the Property is: 28 East McKey Street, Ocoee, Florida (c) Personal Property: None II. PURCHASE PRICE $ 90,000.00 PAYMENT: (a) Deposit held in escrow by (Escrow Agent)in the amount of $ -0- (b) Additional escrow deposit to be made to Escrow Agent within_ days after Effective Date(see Paragraph III)in the amount of $ -0- (c) Subject to AND assumption of mortgage in good standing in favor of having an approximate present principal balance of $ -0- (d) Purchase money mortgage and note(see Addendum)bearing annual interest at % in the amount of $ -0- (e) Other: $ -0- (f) Balance to close including third-party loan proceeds(U.S.cash, LOCALLY DRAWN certified or cashier's check),subject to adjustments or prorations $ 90,000.00 III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before June 4, 2002, this offer shall be deemed to be withdrawn. For purposes of delivery or notice of execution, parties include Buyer and Seller or each of the respective brokers or attorneys.The date of Contract('Effective Date") will be the date when the last one of the Buyer and Seller has signed this offer. A facsimile copy of this Contract and any signatures hereon shall be considered for all purposes as an original. IV. FINANCING: ® (a) This is a cash transaction with no contingencies for financing; ❑ (b) This Contract is conditioned on Buyer obtaining a written loan commitment within days after Effective Date for (CHECK ONLY ONE): ❑ a fixed: ❑ an adjustable; or❑ 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(5 days if left blank)after Effective Date and use reasonable diligence to obtain a loan commitment and, thereafter, to satisfy terms and conditions of the commitment and close the loan. Buyer shall pay at I loan expenses. If Buyer fails to obtain a commitment or fails to waive Buyers rights under this subparagraph within the time for obtaining a commitment or, after diligent effort, fails to meet the terms and conditions of the commitment by the closing date, then either party thereafter, by written notice to the other. may cancel this Contract and Buyer shall be refunded the deposit(s); or ❑(c) The existing mortgage, described in Paragraph 11(c)above, has:❑ a variable interest rate; or❑ a fixed interest rate of % per annum. At time of title transfer, some fixed interest rates are subject to increase; if increased, the rate shall not exceed % per annum. Seller shall furnish a statement from each mortgagee stating the principal balance, method of payment, interest rate and status of mortgage or authorize Buyer or Closing Agent to obtain the same, If Buyer has agreed to assume a mortgage which requires approval of Buyer by the mortgagee for assumption, then Buyer shall promptly obtain the necessary application and diligently complete and return it to the mortgagee. Any mortgagee charge(s), not to exceed$ (1% of amount assumed it left blank),shall be paid by Buyer. If Buyer is not accepted by mortgagee or the requirements for assumption are not in accordance with the terms of this Contract or mortgagee makes a charge in excess of the stated amount. Seller or Buyer may rescind this Contract by written notice to the other party unless either elects to pay the increase in interest rate or excess mortgage charges. • V. TITLE EVIDENCE:At least 20 days before closing date. (CHECK ONLY ONE):❑Seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney; or ® Buyer may at Buyer's expense obtain(CHECK ONLY ONE): ❑ abstract of title; or ® title insurance commitment(with legible copies of instruments listed as exceptions attached thereto)and, after closing,an owners policy of title insurance, VI. CLOSING DATE: This transaction shall be closed and the closing documents delivered on 60 days after approval of this Contract by the Ocoee City Commission, unless modified by other provisions of this Contract. VII, RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take 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; public utility easements of record (easements are to be located contiguous to real property lines and not more than 10 feet in width as to the rear or front lines and 7 1/2 feet in width as to the side lines unless otherwise stated herein); taxes for year of closing and subsequent years; 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 residential and governmental purpose(s). VIII.000UPANCY: Seller warrants that there are no parties in occupancy other than Seller; Seller shall deliver occupancy of Property to Buyer at time of closing unless otherwise stated herein, 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 unless otherwise stated herein. 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. RIDERS: (CHECK those riders which are applicable AND are attached to this Contract): ❑COMPREHENSIVE RIDER ❑HOMEOWNERS'ASSN. ❑COASTAL CONSTRUCTION CONTROL LINE ❑CONDOMINIUM ❑'"AS IS" ❑INSULATION ❑VA/FHA XLEAD-BASED PAINT ❑ XI. 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.. XII. DISCLOSURES: (a) 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. (b) Buyer acknowledges receipt of the Florida Building Energy-Efficiency Rating System Brochure. (c) If the real property includes pre-1978 residential housing then a lead-based paint rider is mandatory. (d) If Seller is a foreign person" as defined by the Foreign Investment in Real Property Tax Act, the parties shall comply with that Act. (e) If Buyer will be obligated to be a member of a homeowners' association, BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIATION DISCLOSURE. XIII. MAXIMUM REPAIR COSTS:Seller shall not be responsible for payments in excess of: (a) $ N/A for treatment and repair under Standard D(if blank, then 2% of the Purchase Price). (b) $ N/A for repair and replacement under Standard N(if blank, then 3% of the Purchase Price). FARBAR-5 Revised 8/98 RIDERS CAN BE OBTAINED FROM FLORIDA LAWYERS SUPPORT SERVICES,INC.(FLSSI)(850)656-7590 006.256635.2 XIV. SPECIAL CLAUSES; ADDENDA:If additional terms are to be provided, attach addendum and CHECK HERE Z. XV. STANDARDS FOR REAL ESTATE TRANSACTIONS:Standards A through W on the reverse side or attached are incorporated as a 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. 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. COPYRIGHT 1998 BY THE FLORIDA BAR AND THE FLORIDA ASSOCIATION OF REALTORS • (Buyer) (Seller) CITY OF OCOEE,a Florida municipal corporation By: JIM GLEASON, City Manager (Date) HELEN J. CRITTENDEN (Date) Tax I.D.# 59-6019764 Social Security or Tax I.D.# (Buyer) (Date) (Seller) (Date) Social Security or Tax I.D.# Social Security or Tax I.D.# Deposit under Paragraph 11(a)received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCE. N/A (Escrow Agent) BROKER'S FEE:The brokers named below, including listing and cooperating brokers, are the only brokers entitled to compensation in connection with this Contract:: Name None None Cooperating Brokers, if any Listing Broker APPROVAL BY OCOEE CITY COMMISSION ATTEST: CITY OF OCOEE,FLORIDA JEAN GRAFTON, City Clerk By: S. SCOTT VANDERGRIFT, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON ,2002 LEGALITY this day of UNDER AGENDA ITEM NO. ,2002 FOLEY&LARDNER By: City Attorney • • FARBAR-5 Revised 8/98 RIDERS CAN BE OBTAINED FROM FLORIDA LAWYERS SUPPORT SERVICES,INC.(FLSSI)(850)656-7590 006.256635.2 • A. EVIDENCE OF TITLE: (I)An abstract of title prepared or brought current by a reputable and existing abstract first(if not existing then certified as correct by an existing firm)purporting to be an accurate synopsis of the instruments affecting title to the Real Property recorded in the public records of the county wherein Real Property is located through Effective Date and which shall commence with the earliest public records,or such later date as may be customaryin the county. Upon closing of this transaction, the • abstract shall become the property of Buyer, subject to the right of retention thereof by first mortgagee until fully paid. (2)A title insurance commitment issued by a Florida licensed title insurer agreeing to issue to Buyer,upon recording of the deed to Buyer,an owner's Policy of title insurance in the amount of the purchase price insuring 3uyer's title to the Real Property,subject only to liens,encumbrances,exceptions or qualifications set forth in this Contract and those which shall be discharged by Seller at or before closing. Seller shall convey marketable title subject only to liens, encumbrances, exceptions or qualifications specified in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have 30 days, if abstract, or 5 days, if title commitment, from date of receiving evidence of title to examine it. If title is found defective, Buyer shall, within 3 days thereafter, notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 30 days from receipt of notice to remove the defect, failing.which Buyer shall within five(5)days after expiration of the thirty(30)day Period,deliver written notice to Seller either: (1)extending the time within which Seller shall use diligent effort to remove the defects for a reasonable period not to exceed 120 days; or(2)requesting a refund of deposit(s)paid which shall immediately be returned to Buyer, whereupon, Buyer and Seller shall be released of all further obligations under the Contract.If Buyer fails to so notify Seller,Buyer shall be deemed to have accepted title as it then is. Seller shall, if title is found unmarketable,use diligent effort to correct defect(s)in the title within the time provided therefor. B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER: A purchase money mortgage and mortgage note to Seller shall provide for a 30-day grace period in the event of default if a first mortgage and a 15-day grace Period if a second or lesser mortgage; shall provide for right of prepayment in whole or in part without penalty; shall permit acceleration in event of transfer of the Real Property; shall require all prior liens and encumbrances to be kept in good standing and forbid modifications of or future advances under 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 Real Property is located. All Personal Property and leases being conveyed or assigned will, at Seller's option, be subject to the lien of a Security Agreement evidenced by recorded Financing Statements. If a balloon mortgage, the final payment will exceed the periodic payments thereon. C. SURVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have the Property surveyed and certified by a registered Florida surveyor. If survey shows encroachment on Real Property or that improvements located on Real Property encroach on setback lines, easements, lands of others or violate any restrictions,Contract covenants or applicable governmental regulation,the same shall constitute a title defect. D. TERMITES: Buyer, at Buyer's expense, within time allowed to deliver evidence of title, may have the Property inspected by a Florida Certified Pest Control Operator ("Operator")to determine if there is any visible active termite infestation or visible damage from termite infestation in the Property. If either or both are found, Buyer will have 4 days from date of written notice thereof within which to have cost of treatment, if required, estimated by the Operator and all damage inspected and estimated by a licensed builder or general contractor. Seller shall pay valid costs of treatment and repair all damage up to the amount provided in Paragraph IV(a). Should estimated costs exceed that amount, Buyer shall have the option of canceling Contract within 5 days after receipt of contractor's repair estimate by giving written notice to Seller or Buyer may elect to proceed with the transaction, in which event Buyer shall receive a credit at closing of the amount provided in Paragraph IV(a). "Terminates" shall be deemed to include all wood destroying organisms required to be reported under the Florida Pest Control Act. 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,title to which is in accordance with Standard A. F, LEASES: Seller shall, not less than 15 days before closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. If Seller is unable to obtain such letter from each tenant, the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information.Seller shall,at closing,deliver and assign all original leases to Buyer. G. LIENS:Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence,unless otherwise provided for herein,of any financing statement,claims of lien or Potential lienors known to Seller and further attesting that there have been no improvements or repairs to the Property for 90 days immediately preceding date of closing. If Property has been improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been paid or will be paid at closing of this Contract. H. PLACE OF CLOSING:Closing shall be held in the county wherein the Real Property is located at the office of the attorney or other closing agent designated by Seller. I. TIME PERIOD: In computing time periods of less than six(6)days, Saturdays, Sundays and state or national legal holidays shall be excluded. Any time periods provided for herein which shall end on a Saturday,Sunday or a legal holiday shall extend to 5:00 p.m.of the next business day. J. DOCUMENTS FOR CLOSING: Seller shall furnish the deed, bill of sale, construction lien affidavit,'assignments of leases, tenant and mortgagee estoppel letters and corrective instruments. Buyer shall furnish closing statement, mortgage,mortgage note,security agreement and financing statements. K. EXPENSES: Documentary stamps on the deed and recording of corrective instruments shall be paid by Seller. Documentary stamps and intangible tax on the purchase money mortgage and mortgage assumed,and recording of purchase money mortgage to Seller,deed and financing statements shall be paid by Buyer. L. PRORATIONS; CREDITS:Taxes, assessments, rent, interest, insurance and other expenses and revenue of Property shall be prorated through day before closing. Buyer shall have the option of taking over any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at closing shall be increased or decreased as may be required by prorations. Prorations will be made through day prior to occupancy if occupancy occurs before closing. Advance rent and security deposits will be credited to Buyer and escrow deposits held by mortgagee will be credited to Seller.Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If closing occurs at a date when the current year's mileage is not fixed, and current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's mileage. If current year's assessment is not available, then taxes will be prorated on the prior year's tax.If there are completed improvements on the Real Property by January 1st of year of closing,which improvements were not in existence on January 1st of the prior year, then taxes shall be prorated based upon the prior year's mileage and at an equitable assessment to be agreed upon between the parties, failing which, request will be made to the County Property Appraiser for an informal assessment taking into consideration available exemptions. Any tax proration based on an estimate shall, at request of either Buyer or Seller, be subsequently readjusted upon receipt of tax bill on condition that a statement to that effect is in the closing statement. M. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special assessment liens as of date of closing (not as of Effective Date) are to be paid by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the improvement has been substantially completed as of Effective Date, such pending lien shall be considered certified,confirmed or ratified and Seller shall,at closing,be charged an amount equal to the last estimate of assessment for the improvement by the public body. N. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that, as of 10 days prior to closing, the ceiling, roof(including the fascia and soffits) and exterior and interior walls, foundation,seawalls(or equivalent)and dockage do not have any VISIBLE EVIDENCE of leaks, water damage or structural damage and that the septic tank, ool, all appliances, mechanical items, heating, cooling, electrical, plumbing systems and machinery are in WORKING CONDITION. The foregoing warranty shall be limited to the items specified unless otherwise provided in an addendum. Buyer may, at Buyer's expense, have inspections made of those items by a firm or individual specializing in home inspections and holding an occupational license for such purpose(if required) or by an appropriately licensed Florida contractor. Buyer shall, prior to Buyer's occupancy or not less than 10 days prior to closing, whichever occurs first, report in writing to Seller such items that do not meet the above standards as to defects. Unless Buyer reports such defects within that time, Buyer shall be deemed to have waived 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 XIV (b). Seller is not required to make repairs or replacements of a cosmetic nature unless caused by a defect Seller is responsible to repair or replace. If the cost for such repair or replacement exceeds the amount provided in Paragraph XIV(b), Buyer or Seller may elect to pay such excess, failing which either party may cancel this Contract. If Seller is unable to correct the defects prior to closing, the cost thereof shall be paid into escrow at closing.Seller shall, upon reasonable notice, provide utilities service and access to the Property for inspections, including a walk-through prior to closing, to ensure that all items of Personal Property are on the Real Property and, subject to the foregoing, that all required repairs and replacements have been made and that the Property, including, but not limited to, the lawn, shrubbery, and pool, if any, has been maintained inthe condition existing as of the Effective Date,ordinary wear and tear excepted. I 0. RISK OF LOSS: If the Property is damaged by fire or other casualty before closing and cost of restoration does not exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of this Contract with restoration costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyer shall have the option of either takingProperty as is, together with either the 3%or any insurance proceeds payable by virtue of such loss or damage,or of cancelling this Contract and receiving return of deposit(s). P. PROCEEDS OF SALE;CLOSING PROCEDURE:The deed shall be recorded upon clearance of funds. If abstract, evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence. Proceeds of the sale shall be held in escrow by Seller's attorney or by another mutually acceptable escrow agent for a period of not longer than 5 days from and after closing date. If Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 5-day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect,all deposit(s)and closing funds shall, upon written demand by Buyer and within 5 days after demand,be returned to Buyer and simultaneously with such repayment,Buyer shall return the Personal Property, vacate the Real Property and reconvey the Property to Seller by special warranty deed and bill of sale. If Buyer fails to make timely demand for refund, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. If a portion of the purchase price is to be derived from institutional financing or refinancing, requirements of the lending institution as to place, time of day and procedures for closing, and for disbursement of mortgage proceeds shall control over contrary provision in this Contract. Seller shall have the right to require from the lending institution a written commitment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor.The escrow and closing procedure required by this Standard may be waived if title agent insures adverse matters pursuant to Section 627.7841,F.S.(1991),as amended. Q. ESCROW: Any escrow agent("Agent") receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow and, subject to clearance,disburse them in accordance with terms and conditions of Contract. Failure of clearance of funds shall not excuse Buyer's performance. If in doubt as to Agent's duties or liabilities under the provisions of Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S. (1991), as amended. Any suit between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in any suit wherein Agent interpleads the subject matter of the escrow,Agent shall recover reasonable attorney's fees and costs incurred with the fees and costs to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party.Parties agree that Agent shall not be liable to any party or person for misdelivery to Buyer or Seller of items subject to this escrow,unless such misdelivery is due to willful breach of this Contract or gross negligence of Agent. R. ATTORNEY'S FEES; COSTS: In any litigation, including breach,enforcement, or interpretation,arising out of this Contract, the prevailing party in such litigation which, for the purposes of this Standard, shall include Seller, Buyer, listing broker, cooperating agents, Buyer's broker and any subagents to the listing broker or Buyer's broker, shall be entitled to recover reasonable attorney's fees,cost and expenses. S. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the time specified, including payment of all deposit(s), the deposit(s) paid by Buyer and deposit(s)agreed to be paid, may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this Contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under this Contract;or Seller, at Seller's option, may proceed in equity to enforce Seller's rights under this Contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s) without thereby waiving any action for damages resulting from Seller's breach. T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE: Neither this Contract, nor any notice of it shall be recorded in any public records. This Contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party. U. CONVEYANCE: Seller shall convey title to the Real Property by statutory warranty, trustee's, personal representative's or guardian's deed, as appropriate to the status of . Seller, subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by an absolute bill of sale with warranty of title,subject only to such matters as may be otherwise provided for herein. V. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modification or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. W. WARRANTY:Seller warrants that there are no facts known to Seller materially affecting the value of the Property which are not readily observable by Buyer or which have not been disclosed to Buyer. Copyright 1994 by THE FLORIDA BAR and The Florida Association of REALTORS FARBAR-5 Revised 8/98 RIDERS CAN BE OBTAINED FROM FLORIDA LAWYERS SUPPORT SERVICES,INC.(FLSSI)(850)656-7590 006.256635.2 ADDENDUM TO CONTRACT FOR SALE AND PURCHASE by and between HELEN J. CRITTENDEN ("Seller") and CITY OF OCOEE, a Florida municipal corporation ("Buyer") Dated , 2002 THIS 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. Standards. Standards for Real Estate Transactions B, D, F, H, K, N, 0 and S are hereby deleted. 2. Title and Survey Matters. Buyer shall have until the seventh (7th) day following receipt of the title commitment and survey (the "Title Examination Period") to examine the title commitment and give written notice to Seller specifying, within the Title Examination Period, any defects or other title matters to which Buyer objects. Seller shall have a period of fifteen (15) days after receipt of such written notice to cure or remove any defects in title of which notice in writing has been given, or to cause the title company to remove the title defects as exceptions to title in the title commitment, all so as to meet the requirements of this Contract (the "Curative Period"). In the event an encumbrance or lien liquidated in amount appears of record then such encumbrance or lien will be discharged by Seller as a lien against the Property, regardless of amount, at or prior to Closing or from the Closing proceeds and such encumbrance or lien will not be considered to be a title defect. In the event Seller cures and removes any such title defects as aforesaid within the Curative Period, then the transaction shall be closed on the Closing Date provided for herein. If upon the expiration of the Curative Period, the Seller shall be unable to cure or remove any such title defects, then Buyer shall have the option to terminate this Contract within fifteen (15) days after the expiration of the Curative Period or to waive such defects, which shall thereafter be deemed "Permitted Exceptions," and proceed to close, accepting title as it then is and without setoff or reduction in the Purchase Price. In the event Purchaser shall elect to terminate as aforesaid, then the parties hereto shall thereafter be relieved of all rights and obligations hereunder, except for those rights and obligations which expressly survive the termination of this Contract. 3. Environmental Investigation Period. Buyer and Buyer's engineers, and other agents shall have a period of forty-five (45) days from the date of approval of this Contract by the Ocoee City Commission (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. 4. Approval by City Commission. Buyer shall have a period of twenty (20) days from the Effective Date (the "Commission Approval Period") within which to have this Contract 006.256639.2 approved by the Ocoee City Commission. If the Ocoee City Commission fails to approve this Contract prior to the expiration of the Commission Approval Period, then all rights and obligations of the parties hereunder shall thereafter cease and terminate. 5. 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. 6. 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. 7. Expenses and Closing 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. Buyers counsel shall prepare all closing documents. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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. 006.256639.2 2 Comprehensive Rider to the FAR/BAR Contract for Sale and Purchase If initialed by all parties, the clauses below will be incorporated into the FAR/BAR Contract for Sale and Purchase between Helen J. Crittenden (Seller) and City of Ocoee, a Florida municipal corporation (Buyer) concerning the Property described as 28 East McKey Street, Ocoee, Florida • LEAD-BASED PAINT DISCLOSURE Buyer's initials — Seller's initials: If to be made a part of the Contract. ( ) ( ) -- ( ) ( ) Lead-Based Paint Warning Statement "Every 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 developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence 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 of lead-based paint or lead-based paint hazards (CHECK ONE BELOW): ❑ Known lead-based paint or lead-based paint hazards are present in the housing. ❑ Seller has no knowledge of lead-based paint or lead-based paint hazards in the housing. (b) Records and reports available to the Seller (CHECK ONE BELOW): 0 Seller has provided the Buyer with all available records and reports pertaining to lead-based paint or lead-based paint hazards in the housing. List documents: ❑ I 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. (d) Buyer has received the pamphlet Protect Your Family from Lead in Your Home. (e) Buyer has (CHECK ONE BELOW): Cl Received a 10-day opportunity (or other mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based paint or lead-based paint hazards; or ,Waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint or lead-based paint hazards. Licensee's Acknowledgement (INITIAL) (f) Licensee has informed the Seller of the Seller's obligations under 42 U.S.C. 4852(d) and is aware of Licensee's responsibility to ensure compliance. Certification of Accuracy The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. SELLER BUYER City of Ocoee, a Florida municipal Corporation By: Helen J. Crittenden Date Jim Gleason, City Manager Date SELLER Date BUYER Date APPROVAL BY OCOEE CITY COMMISSION ATTEST: CITY OF OCOEE, FLORIDA By: JEAN GRAFTON, City Clerk S. SCOTT VANDERGRIFT, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 2002 LEGALITY this day of UNDER AGENDA ITEM NO. , 2002 FOLEY & LARDNER By: City Attorney FBCR-2 12/98©1998 Florida Association of REALTORS®All Rights Reserved Page of Comprehensive Rider to the FAR/BAR Contract for Sale and Purchase 006.256891.1 Additional copies of the 1998 Contract/Riders can be obtained from Florida Lawyers Support Services,Inc.(FLSSI)(850)656-7590 IN WITNESS WHEREOF the parties hereto have executed this Addendum as of the date set forth below, intending to be legally bound. SELLER: BUYER: CITY OF OCOEE, a Florida municipal corporation By: HELEN J. CRITTENDEN JIM GLEASON, City Manager Executed on: , 2002 Executed on: , 2002 APPROVAL BY OCOEE CITY COMMISSION ATTEST: CITY OF OCOEE, FLORIDA By: JEAN GRAFTON, City Clerk S. SCOTT VANDERGRIFT, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 2002 LEGALITY this day of UNDER AGENDA ITEM NO. , 2002 FOLEY & LARDNER By: City Attorney 006.256639.2 3 CONTRACT FOR SALE AND PURCHASE FLORIDA ASSOCIATION OF REALTORS®AND THE FLORIDA BAR ("Seller"), PARTIES: HELEN.1.CRITTE.NDF.N (Phone) of 1023 Pinar Drive,Orlando,Florida 32825 ("Buyer"), City of Ocoee,a Florida municipal corporation (Phone) of 150 North Lakeshore Drive,Ocoee,Florida 32761 hereby agree that Seller shall sell and Buyer shall buy the following 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 Real Property located in Orange County,Florida: Lots 11 and 12,Block D.Marion Park. Plat Book L.Page 48 (Tax Parcel No.17-22-28-5504-04-110) (b) Street address,city,zip,of the Property is:28 East McKey Street,Ocoee.Florida (c) Personal Property: None II. PURCHASE PRICE $ 125.000.00 PAYMENT: g 0- (a) Deposit held in escrow by (Escrow Agent)in the amount of (b) Additional escrow deposit to be made to Escrow Agent within_ days after Effective Date(see Paragraph III)in the amount of $ -0- (c) Subject to AND assumption of mortgage in good standing in favor of having an approximate present principal balance of - (d) Purchase honey mortgage and note(see Addendum)bearing annual interest at %in the amount of $ -I)- (e) Other: (f) Balance to close including third-party loan proceeds(U.S.cash,LOCALLY DRAWN certified or cashier's check),subject to $ 125.000.00 adjustments or prorations III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before June 4.2002.this offer shall he deemed to be withdrawn.For purposes of delivery or notice of execution,parties include Buyer and Seller or each of the respective brokers or attorneys.The date of Contract('Effective Date")will be the date when the last one of the Buyer and Seller has signed this offer.A facsimile copy of this Contract and any signatures hereon shall be considered fur all purposes us an original. IV. FINANCING: ®(a)This is a cash transaction with no contingencies for financing; ❑(b) This Contract is conditioned on Buyer obtaining a written loan commitment within_days after Effective Date for(CHECK ONLY ONE):❑ a fixed: ❑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(5 days if left blank) after Effective Date and use reasonable diligence to obtain a loan commitment and,thereafter,to satisfy terms and conditions of the commitment and close the loan. Buyer shall pay at 1 loan expenses.If Buyer fails to obtain a commitment or fails to waive Buyers rights under this subparagraph within the time for obtaining a commitment or,after diligent effort,fails to meet the terms and conditiors of the commitment by the closing date,then either party thereafter,by written notice to the other.may cancel this Contract and Buyer shall be refunded the deposit(s);or ❑(c) The existing mortgage,described in'Paragraph 11(c)above,has:J a variable interest rate;or 0 a fixed interest rate of %per annum.At time of title transfer,some fixed interest rates are subject to increase;if increased,the rate shall not exceed %per annum.Seller shall furnish a statement from each • mortgagee stating the principal balance,method of payment,interest rate and status of mortgage or authorize Buyer or Closing Agent to obtain the same,If Buyer has agreed to assume a mortgage which requires approval of Buyer by the mortgagee for assumption,then Buyer shall promptly obtain the necessary application and diligently complete and return it to the mortgagee.Any mortgagee chargds).not to exceed$ (1%of amount assumed it left blank),shall be paid by Buyer.If Buyer is not accepted by mortgagee or the requirements for assumption are not in accordance with the terms of this Contract or mortgagee makes a charge in excess of the stated amount.Seller or Buyer may rescind this Contract by written notice to the other party unless either elects to pay the increase in interest rate or excess mortgage charges. V. TITLE EVIDENCE:At least 20 days before closing date.(CHECK ONLY ONE):❑Seller shall,at Seller's expense,deliver to Buyer or Buyer's attorney;or ®Buyer may at Buyer's expense obtain(CHECK ONLY ONE): 0 abstract of title;or ®title insurance commitment(with legible copies of instruments listed as exceptions attached thereto)and,after closing,an owners policy of title insurance. VI. CLOSING DATE:This transaction shall be closed and the closing documents delivered on 60 days after approval of this Contract by the Ocoee City Commission, unless modified by other provisions of this Contract. VII. RESTRICTIONS;EASEMENTS; LIMITATIONS:Buyer shall take tithe 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;public utility easements of record(easements are to be located contiguous to real property lines and not more than 10 feet in width as to the rear or front lines and 7 1/2 feet in width as to the side lines unless otherwise stated herein): taxes for year of closing and subsequent years; 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 residential and governmental purpose(s). VIII.00CUPANCY:Seller warrants that there are no parties in occupancy other than Seller;Seller shall deliver occupancy of Property to Buyer at time of closing unless otherwise stated herein,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 unless otherwise stated herein. IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS:Typewritten or handwritten provisions,riders and addenda shall control all printed provisions of this Contract in conflict with diem. X. RIDERS:(CHECK those riders which are applicable AND are attached to this Contract): ❑COMPREHENSIVE RIDER 0 HOMEOWNERS'ASSN. ❑COASTAL CONSTRUCTION CONTROL LINE ❑CONDOMINIUM 0"AS IS" 0 INSULATION ❑VA/FHA LEAD-BASED PAINT 0 XI. ASSIGNABILITY:(CHECK ONLY ONE):Buyer 0 may assign and thereby be released from any further liability under this Contract;0 may assign but not be released front liability under this Contract,or®may not assign this Contract.. XII. DISCLOSURES: (a) 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. (b) Buyer acknowledges receipt of the Florida Building Energy-Effhcierxy Rating System Brochure. (c) If the real property includes pre-1978 residential housing then a lead-based paint rider is mandatory. (d) If Seller is a foreign person"as defined by the Foreign Investment in Real Property Tax Act,the parties shall comply with that Act. (e) If Buyer will be obligated to be a member of a homeowners'association,BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS'ASSOCIATION DISCLOSURE. XIII. MAXIMUM REPAIR COSTS:Seller shall not be responsible for payments in excess of: • • (a) $ N/A for treatment and repair under Standard D(if blank,then 2%of the Purchase Price). • (b) $ N/A for repair and replacement under Standard N(if blank,then 3%of the Purchase Price). �......-..- .,_.__.—no oincoc CAM nC nornImmn cord,FI nP'r._I=•nf/CPC CI IPPfPT cpcnn FC It-iC (Fl SSII 105n1 n5n.7500 XIV. SPECIAL CLAUSES;ADDENDA:If additional terms are to be provided,attach addendum and CHECK HERE E. XV. STANDARDS FOR REAL ESTATE TRANSACTIONS:Standards A through W on the reverse side or attached arc incorporated as a 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. TIES FORM HAS BEEN APPROVED BY TILE FLORIDA ASSOCIATION OF REALTORS AND TIIE FLORIDA BAR. Approval duos 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. COPYRIGHT 1998 BY THE FLORIDA BAR AND TILE FLORIDA ASSOCIATION OF REALTORS (Buyer)Si / (Seller) CITY OCOEE,a FI. a -aicipal corporation %.**741/6-6.4A-• / t lOy JIM GLEASON, t Manager (Date) 11ELEN J.C DEN (Date) T • 59-60197, Social Security or Tax .D.N264-40-0064 (Buyer) (Date) (Seller) (Date) Social Security or Tax LDS Social Security or Tax I.D.N' Deposit under Paragraph 11(a)received;IF OTHER THAN CASH,THEN SUBJECT'TO CLEARANCE. N/A (Escrow Agent) BROKER'S FEE:The brokers named below,including listing and cooperating brokers,are the only brokers entitled to compensation in connection with this Contract:: Name None None Cooperating Brokers,if any Luting Broker APPROVAL BY OCOEE CITY COMMISSION ATTEST: CITY OF OCOEE,FLORIDA By: JEAN GRA}TON,City Clerk S.SCOTT VANDERGRIFT,Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY TILE OCOEE CITY TIIE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON ,2002 LEGALITY this day of UNDER AGENDA ITEM NO. ,2002 FOLEY&LARDNER By: • City Attorney !nnrnr errn,nrr.c uir m ern racnt rcr,lcfn STANDARDS FOR REAL ESTATE TRANSACTIONS • A. EVIDENCE OF TITLE:(1)An abstract of tide prepared or brought current by a reputable and existing abstract firm(if not existing then certified as correct by an existing. firm)purporting to be an accurate synopsis of the instruments affecting title to the Real Property recorded in the public records of the county wherein Real Property is located through Effective Date and which shall commence with the earliest public records,or such later date as may be customary in the county.Upon closing of this transaction,the abstract shall become the property of Buyer,subject to the right of retention thereof by first mortgagee until fully paid.(2)A title insurance commitment issued by a Florida licensed title insurer agreeing to issue to Buyer,upon recording of the deed to Buyer,an owner's policy of title insurance in the amount of the purchase price insuring Buyer's title to the Real Property,subject only to liens,encumbrances.exceptions or qualifications set forth in this Contract and those which shall be discharged by Seller at or before • closing.Seller shall convey marketable title subject only to liens,encumbrances,exceptions or qualifications specified in this Contract.Marketable title shall be deterniincsl according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have 30 days, if abstract,or 5 days, if title commitment,from date of receiving evidence of title to examine it.If title is found defective,Buyer shall,within 3 days thereafter, notify Seller in writing specifying defect(s).If the defect(s)render title unmarketable.Seller will have 30 days from receipt of notice to remove the defect,fading which Buyer shall within five(5)days atter expiration of the thirty(30)day period,deliver written notice to Seller either:(I)extending the time within which Seller shall use diligent effort to remove the defects for a reasonable period not to exceed 120 days;or(2)requesting a refund of deposit(s)paid which shall immediately he returned to Buyer,whereupon,Buyer and Seller shall he released of all further obligations under the Contract.If Buyer fails to so notify Seler,Buyer shall be deemed to have accepted title as it then is.Seller shall,if title is found unmarketable,use diligent effort to correct defect(s)in the title within the time provided therefor. B. PURCHASE MONEY MORTGAGE;SECURITY AGREEMENT TO SELLER:A purchase money mortgage and mortgage note to Seller shall provide for a 30-day grace period in the event of default if a first mortgage and a 15-day grace period if a second or lesser mortgage;shall provide for right of prepayment in whole or in part wiaiout penalty;shall permit acceleration in event of transfer of the Beal Property;shall require all prior liens and encumbrances to he kept in guild standing and forbid modifications of or future advances under prior mornxage(s);shall require Buyer to maintain policies of insurance containing a standard mortgagee clause covering all improvements located on the Real Property against fire and all perils included within the term"extended coverage endorsements"and such other risks and perils as Seller may reasonably require,in an amount equal to their highest insurable value;and the mortgage,note and security agreement shall be otherwise in form and content required by Seller;but Seller may only require clauses and coverage customarily found in mortgages.mortgage notes and security agreements generally utilized by savings and loan institutions or state or national banks located in the county wherein Real Property is located.All Personal Property and leases being conveyed or assigned will,at Seller's option,be subject to the lien of a Security Agreement evidenced by recorded Financing Statements.If a balloon mortgage,the final payment will exceed the periodic payments thereon. C. SURVEY:Buyer,at Buyer's expense,within time allowed to deliver evidence of title and to examine same,may have the Property surveyed and certified by a registered Florida surveyor.If survey shows encroachment on Real Property or that improvements located on Real Property encroach on setback lines,easements,lands of others or violate any restrictions,Contract covenants or applicable governmental regulation,the same shall constitute a title defect. D. TERMITES:Buyer,at Buyer's expense,within time allowed to deliver evidence of title,may have the Property inspected by a Florida Certified Pest Control Operator (-Operator")to determine if there is any visible active termite infestation or visible damage from termite infestation in the Property.If either or both are found.Buyer will have 4 days from date of written notice thereof within which to have cost of treatment,if required,estimated by the Operator and all damage inspected and estimated by a licensed builder or general contractor.Seller shall pay valid costs of treatment and repair all damage up to the amount provided in Paragraph IV(a).Should estimated toss exceed that amount,Buyer shall have the option of canceling Contract within 5 days after receipt of contractor's repair estimate by giviuy written notice to Seller or Buyer may elect to proceed with the transaction,in which event Buyer shall receive a credit at closing of the amount provided in Paragraph IY(a). 'Terminates"shall be deemed to include all wood destroying organisms required to be reported under the Florida Pest Control Act. 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,title to which is in accordance with Standard A. F. LEASES:Seller shall,not less than 15 days before closing,furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy.rental rates,advanced rent and security deposits paid by tenant.If Seller is unable to obtain such letter from each tenant,the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit,and Buyer may thereafter contact tenants to confirm such information.Seller shall,at closing,deliver and assign all original leases to Buyer. G. LIENS:Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence.unless otherwise provided for herein,of any financing statement,claims of lien or potential lienors known to Seller and further attesting that there have been no improvements or repairs to die Property for 90 days immediately preceding date of closing.If Property has been improved or repaired within that time,Seller shall deliver releases or waivers of construction liens executed by all general contractors,subcontractors, suppliers and materiatmen in addition to Seller's lien affidavit setting forth the names of all such general contractors,subcontractors,suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been paid or will be paid at closing of. this Contract. IL PLACE OF CLOSING:Closing shall be held in the county wherein the Real Property is located at the office of the attorney or other closing agent designated by Seller. I. TIME PERIOD:In computing time periods of less than six(6)days,Saturdays,Sundays and state or national legal holidays shall be excluded.Any time periods provided for herein which shall end on a Saturday.Sunday or a legal holiday shall extend to 5:00 p.m.of the next business day. J. DOCUMENTS FOR CLOSING:Seller shall furnish the deed,bill of sale,construction lien affidavit,assignments of leases,tenant and mortgagee estoppel letters and corrective instruments.Buyer shall furnish closing statement,mortgage,mortgage note,security agreement and financing statements, K. EXPENSES:Documentary stamps on the deed and recording of corrective instruments shall be paid by Seller.Documentary stamps and intangible tax on the purchase money mortgage and mortgage assumed,and recording of purchase money mortgage to Seller,deed and financing statements shall be paid by Buyer. L. PROBATIONS;CREDITS:Taxes,assessments,rent,interest.insurance and other expenses and revenue of Property shall he prorated through day before closing.Buyer shall have the option of taking over any existing policies of insurance,if assumable,in which event premiums shall be prorated.Cash at closing shall be increased or decreased as may be required by prorations. Proration will be made through day prior to occupancy if occupancy occurs before closing.Advance rent and security deposits will be credited to Buyer and escrow deposits held by mortgagee will be credited to Seller.Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount,homestead and other exemptions.If closing occurs at a date when the current year's mileage is not fixed,and current year's assessment is available,taxes will be prorated based upon such assessment and the prior year's mileage.If current year's assessment is not available,then taxes will be prorated on the prior . year's tax.If there are completed improvementson the Real Property by January Ins of year of closing,which improvements were not in existence on January 1st of the prior year,then taxes shall be prorated based upon the prior year's mileage and at an equitable assessment to be agreed upon between the parties.failing which,request will be made to the County Property Appraiser for an informal assessment taking into consideration available exemptions.Any tax proration based on an estimate shall,at request of either Buyer or Seller,be subsequently readjusted upon receipt of tax bill on condition that a statement to that effect is in the closing statement. M. SPECIAL ASSESSMENT LIENS:Certified,confirmed and ratified special assessment liens as of date of closing(not as of Effective Date)are to be paid by Seller.Pending liens as of date of closing shall he assumed by Buyer.If the improvement has been substantially completed as of Effective Date.such pending lien shall be considered certified, confirmed or ratified and Seller shall,at closing,be charged an amount equal to the last estimate of assessment for the improvement by the public body. N. INSPECTION,REPAIR AND MAINTENANCE:Seller warrants that,as of 10 days prior to closing,the ceiling,roof(including the fascia and soffits)and exterior and interior walls,foundation,seawalls(or equivalent)and dockage do not have any VISIBLE EVIDENCE of leaks,water damage or structural damage and that the septic tank. pool,all appliances,mechanical items,heating,cooling,electrical,plumbing systems and machinery are in WORKING CONDITION.The foregoing warranty shall be limited to the items specified unless otherwise provided in an addendum.Buyer may,at Buyer's expense,have inspection made of those items by a firm or individual specializing in home inspections and holding an occupational license for such purpose(if required)or by an appropriately licensed Florida contractor.Buyer shall,prior to Buyer's occupancy or not less than 10 days prior to closing,whichever occurs first,report in writing to Seller such items that do not meet the above standards as to defects.Unless Buyer reports such defects within that time,Buyer shall be deemed to have waived Seller's warranties as to defects not reported.If repairs or replacements are required to comply with this Standard,Seller shall cause them to be made and shall pay up to the amount provided in Paragraph XIV(b).Seller is not required to make repairs or replacements of a cosmetic nature unless caused by a defect Seller is responsible to repair or replace.If the cost for such repair or replacement exceeds the amount provided in Paragraph XIV(b),Buyer or Seller may elect to pay such excess,failing which either party may cancel this Contract.If Seller is unable to correct the defects prior to closing,the cost thereof shall be paid into escrow at closing.Seller shall,upon reasonable notice,provide utilities service and access to the Property for inspections,including a walk-through prior to closing.to ensure that all items of Personal Property are on the Real Property and,subject to the forgoing,that all required repairs and replacements have been made and that the Property,including,hut not limited to,the lawn,shrubbery,and pool,if any,has been maintained in the condition existing as of the Effective Date.ordinary wear and tear excepted. O. RISK OF LOSS:If the Property is damaged by fire or other casualty before closing and cost of restoration does nut exceed 3%of the assessed valuation of the Property so damaged,cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to die terms of this Contract with restoration costs escrowed at closing.If the cost of restoration exceeds 3%of the assessed valuation of the improvements so damaged,Buyer shall have the option of either taking Property as is,together with either the 3%or any insurance proceeds payable by virtue of such doss or damage,or of cancelling this Contract and receiving return of deposit(s). P. PROCEEDS OF SALE;CLOSING PROCEDURE:The deed shall be recorded upon clearance of funds.If abstract,evidence of title shall he continued at Buyer's expense to show title in Buyer,without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence.Proceeds of the sale shall be held in escrow by Seller's attorney or by another mutually acceptable escrow agent for a riad of not longer than 5 days from and after closing date.If Seller's title is re rended unmarketable,through no fault of Buyer,Buyer shall,within the 5-day period,notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to cure the defect.If Seller fails to timely cure the defect,all deposit(s)and closine 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 recanvey the Property to Seller by special warranty deed and hill of sale.It'Buyer fails to make timely demand for refund.Bayer small take title as is,waiving all rights against Seller as to any intervening defect except as stay he available to Buyer by virtue of warranties contained in the deed or bill of sale.If a portion of the purchase price is to be derived from institutions financing or refinancing.requirements of the lending institution as to place,time of day and procedures for closing,and for disbursement of mortgage proceeds shall control over contrary provision in this Contract.Seller shall have the right to require from the lending institution a written commitment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor.The escrow and closing procedure required by this Standard may be waived if title agent insures adverse matters pursuant to Section 627.7841,F.S.(1991),as amended. Q. ESCROW:Any escrow agent('Agent")receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly,hold same in escrow and. • subject to clearance,disburse them in accordance with terms and conditions of Contract.Failure of clearance of funds shall no excuse Buyer's performance.If in doubt as to Agent's duties or liabilities under the provisions of Contract.Agent may,at Agent's option,continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties or Agent may deposit same with die clerk of the circuit court having jurisdiction of the dispute.Upon notifying all parties concerned of such action,all liability on the part of Agent shall roily terminate,except to the extent of accounting for any hens previously delivered out of escrow.If a licensed real estate broker.Agent will comply with provisions of Chapter 475,F.S.(1991),as amended. Any suit between Buyer and Seller wherein Agent is made a party because of acting as Agent Ilcrcunde,or in any suit wherein Agent interpleads the subject ma«cr of the escrow, Agent shall recover reasonable attorney's fees and costs incurred with the fees and cosh to he paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party.Parties agree that Agent shall not Ile liable to any party or person for nisdehlvery to Buyer or Seller of liellhs subject to this escrow,unless such misdefivery is due to willful breach of this Contract or gross negligence of Agent. R. ATTORNEY'S FEES;COSTS:In any litigation,including breach.enforcement,or interpretation,arising out of this Contract.use prevailing party in such litigation which, for the purposes of this Standard,shall include Seller.Buyer,listing broker,cooperating agents,Buyer's broker and any subagents to the listing broker or Buyer's broker, shall be entitled to recover reasonable attorney's fees,cost and expenses. S. FAILURE OF PERFORMANCE:If Buyer fails to perform this Contract within the time specified,including payment of all deposit(s),the deposit(s)paid by Buyer and deposit(s)agreed to be paid,may be retained by or for the account of Seller as agreed upon liquidated damages,consideration for the execution of this Contract and in full settlement of any claims;whereupon,Buyer and Seller shall be relieved of all obligations under this Contract;or Seller,at Seller's option,may proceed in equity to enforce Seller's rights under this Contract.lf,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,die Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s)without thereby waiving any action for damages resulting from Seller's breach. ' T. CONTRACT NOT RECORDABLE;PERSONS BOUND;NOTICE:Neither this Contract,nor any notice of it shall be recorded in any public records.This Contract shall bind and inure to the benefit of the parties and their successors in interest.Whenever the context permits,singular shall include plural and one gender shall include all.Notice given by or to the attorney for any party shall be as effective as if given by or to that party. • U. CONVEYANCE:Seller shall convey title to the Real Property by statutory warranty,trustee's,personal representative's or guardian's deed,as appropriate to the status of Seller,subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer.Personal Property shall,at request of Buyer,be transferred by an absolute bill of sale with warranty of title,subject only to such matters as may be otherwise provided for herein. • • V. OTHER AGREEMENTS:No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract.No modification or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. W. 'WARRANTY:Seller warrants that there are no facts known to Seller materially affecting the value of the Property which are not readily observable by Buyer or which have not been disclosed to Buyer. Copyright 1994 by THE FLORIDA BAR and The Florida Association of REACTORS FARBAR-5 Revised 8/98 RIDERS CAN BE OBTAINED FROM FLORIDA LAWYERS SUPPORT SERVICES,INC.(FLSSI)(850)659.7590 ADDENDUM TO CONTRACT FOR SALE AND PURCHASE by and between HELEN J. CRITTENDEN("Seller") and CITY OF OCOEE,a Florida municipal corporation("Buyer") Dated ,2002 THIS 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. Standards. Standards for Real Estate Transactions B,D,F,H,K,N, 0 and S are hereby deleted. 2. Title and Survey Matters. Buyer shall have until the seventh(7th) day following receipt of the title commitment and survey(the"Title Examination Period") to examine the title commitment and give written notice to Seller specifying, within the Title Examination Period, any defects or other title matters to which Buyer objects. Seller shall have a period of fifteen (15) days after receipt of such written notice to cure or remove any defects in title of which notice in writing has been given, or to cause the title company to remove the title defects as exceptions to title in the title commitment,all so as to meet the requirements of this Contract(the "Curative Period"). In the event an encumbrance or lien liquidated in amount appears of record then such encumbrance or lien will be discharged by Seller as a lien against the Property, regardless of amount, at or prior to Closing or from the Closing proceeds and such encumbrance or lien will not be considered to be a title defect. In the event Seller cures and removes any such title defects as aforesaid within the Curative Period, then the transaction shall be closed on the Closing Date provided for herein. If upon the expiration of the Curative Period, the Seller shall be unable to cure or remove any such title defects, then Buyer shall have the option to terminate this Contract within fifteen(15)days after the expiration of the Curative Period or to waive such defects, which shall thereafter be deemed "Permitted Exceptions," and proceed to close, accepting title as it then is and without setoff or reduction in the Purchase Price. In the event Purchaser shall elect to terminate as aforesaid, then the parties hereto shall thereafter be relieved of all rights and obligations hereunder, except for those rights and obligations which expressly survive the termination of this Contract. 3. Environmental Investigation Period. Buyer and Buyer's engineers, and other agents shall have a period of forty-five (45) days from the date of approval of this Contract by the Ocoee City Commission (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. 4. Approval by City Commission. Buyer shall have a period of twenty (20) days from the Effective Date(the"Commission Approval Period")within which to have this Contract 006.256639.3 approved by the Ocoee City Commission. If the Ocoee City Commission fails to approve this Contract prior to the expiration of the Commission Approval Period, then all rights and obligations of the parties hereunder shall thereafter cease and terminate. 5. Appraisal Contingency. The obligation of the City to close on the purchase of the Property is contingent on the City obtaining an appraisal of the Property (the "Appraisal") which in the sole opinion of the City supports the Purchase Price(the"Appraisal Contingency"). In the event the Appraisal does not, in Buyer's sole opinion, support the Purchase Price, then Buyer may,at Buyer's sole option,elect to terminate this Contract at anytime prior to Closing by furnishing written notice thereof to Seller and in such event all rights and obligations of the parties hereunder shall thereafter cease and terminate. Buyer may,.at its sole option, elect to waive the Appraisal Contingency. 6. 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. 7. 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. 8. Expenses and Closing 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. Buyers counsel shall prepare all closing documents. 9. 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. 10. 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. 11. 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. 12. 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. • 13. 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. 006.256639.3 2 14. 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. IN WITNESS WHEREOF the parties hereto have executed this Addendum as of the date set forth below,intending to be legally bound. SELLER: BUYER: CITY OF OCO E a Florida municipal corpor tion LEN J.CRITTENDEN JI G ASON,City Manager • Executed on: (o - (O ,2002 cuted on: ,2002 APPROVAL BY OCOEE CITY COMMISSION ATTEST: CITY OF OCOEE,FLORIDA By: JEAN GRAFTON,City Clerk S.SCOTT VANDERGRIFT,Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON ,2002 LEGALITY this day of UNDER AGENDA ITEM NO. ,2002 FOLEY&LARDNER By: City Attorney • Ana nwaa q 3