Item VI (C) Approval of Contract for Sale and Purchase between SCI Funeral Services of Florida, Inc., Seller, and City of Ocoee, Buyer AGENDA 8-17-93
Item VI C
FOLEY & LARDNER
III NORTH ORANGE AVENUE, SUITE 1800
ORLANDO, FLORIDA 32801
TELEPHONE 14071 423-7656
FACSIMILE 14071 648-1743
TAMPA, FLORIDA MAILING ADDRESS: MILWAUKEE, WISCONSIN
JACKSONVILLE, FLORIDA POST OFFICE BOX 2193 MADISON. WISCONSIN
TALLAHASSEE, FLORIDA WASHINGTON, D.C.
WEST PALM BEACH. FLORIDA ORLANDO. FL. 32802-2193 ANNAPOLIS, MARYLAND
CHICAGO. ILLINOIS
MEMORANDUM
TO: The Honorable Mayor and City Commissioners
of the City of Ocoee
FROM: Paul E. Rosenthal, Esq. , City Attorney
DATE: August 13 , 1993
RE: Land Purchase from SCI Funeral Services of Florida, Inc.
Attached hereto is a proposed contract for sale and purchase
between SCI Funeral Services of Florida, Inc. as Seller, and the
City of Ocoee, as Buyer ("the Purchase Contract") . The Purchase
Contract is for the acquisition of Real Property adjacent to the
City of Ocoee municipal golf course. This land is required in
connection with the permitting of the golf course and effluent
disposal system.
The Purchase Contract is being executed under threat of
condemnation. The purchase price is $40, 100. 00. The City will pay
all closing costs. It is anticipated that closing will occur
within (30) days of the date of execution by both parties.
While the Purchase Contract has been approved by the City
staff, the Seller is in the process of reviewing the Purchase
Contract and may have changes to the form of contract attached
hereto. The Seller has advised us that the Purchase Price is
acceptable. This Purchase Contract is being presented to the City
Commission in advance of final approval and execution by the Seller
in order to assure that there is no delay in the completion of the
golf course. It is recommended that the City Manager be authorized
to approve any changes to the Purchase Contract which do not change
the Purchase Price.
OICI"a
MEMORANDUM
Augus 13 , 1993
Page 2
RECOMMENDATION:
It respectfully is recommended that the City Commission
approve the proposed Contract for Sale and Purchase between SCI
Funeral Services of Florida, Inc. and the City of Ocoee for lands
adjacent to the Ocoee municipal golf course, authorizing execution
thereof by the Mayor and City Clerk with such changes thereto as
may be approved by the City Manager (except for any changes related
to the Purchase Price) .
Attachment
C:\WP51\DOCS\OCOE\MEMOS\MAYOR3.MEM 18/13/93;ODI PER:crt
CONTRACT FOR SALE AND PURCHASE
PARTIES: SCI Funeral Services of Florida, Inc., a Florida Corporation
of P.O. Box 130548 1929 Allen Parkway Houston, Texas 77219 (saner),
d City of Ocoee, a Florida municipal corporation (Pl,dre(713) 92?-5147 ),
sen
df 150 N. Lakeshore Drive, Ocoee, Florida 34761 / lam)'
hereby agree that the Seller shell sell and proPerty Personal (Phone_1407) 656-?3??g
terms and conditions,which INCLUDE the for Real states Tran realctionrySt�d(s printed the reevers ttt any " LIPon this the following
I. DESCRIPTION:
arty Riders and to this instrument.
■ (a)Legal deck:nat on of Real Property located in Orange County,Florida:
See Exhibit "A" attached hereto and incorporated herein by this reference
(b) Street address,city zrp,of the Property lis: n/a
(C) Personalty. None
IL PURCHASE PRICE
$4010000
PAYMENT:
(a) Deposit(s)to be held In escrow by in the amount of..$ ---
(b) Additional escrow deposit within days after Effective Date in the amount of $ ---
(c) Subject to AND asaurtptlon of mortgage in good standing in favor of
having an approximate present principal balance of..$ ---
(d) Purchase money mortgage and note bearing annual interest at %(see Addendum)in amount of $ ---
(e) Other.
(f) Balance to close(US.cash,LOCALLY DRAWN certified or cashier's check),subject to adjustments and proration $ 40.100.00
III. TIME FOR ACCEPTANCE;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 befall September 10, 1993 the deposit(s)will,at Buyer's option,be returned to Buyer and this offer withdrawn.A facsimile copy of this
Contract for Sate and Purchase("Contract')and any signatures hereon shall be considered for all purposes as original&The date of Contract("Effective Date")will be the date when
the last one of the Buyer and Seiler has signed this offer.
IV. FINANCING:
(a)If the purchase price or anyiert of it is to be financed by a third-party loan,this Contract is conditioned on the Buyer obtaining a written commitment for(CHECK(1)
o(2)or(3)):(1)❑a fared.(2)❑an adjustable or(3)❑a Toed or adjustable rate loan within_days after Effective Date at an initial interest rate not to exceed %,
term of years and for the principal amount of S .Buyer will make application within days after Effective Date and use reasonable
diligence to obtain the loan commitment and,thereafter,to meet the terms and conditions of the commitment and close the loan.Buyer shall pay all loan expenses.If Buyer
tails to obtain the commitment or fails to waive Buyer's rights under this subparagraph within the time for obtaining the commitment or after diligent effort fails to meet the
terms and conditions of the commitment,then either party thereafter by prompt written notice to the other may cancel the Contract and Buyer shall be refunded the deposit(s).
(b)The existing mortgage described M Paragraph 11(c)above has(CHECK(1)or(211:(1)❑a variable interest rate cr(2)❑a fixed interest rate of %per annum.
At time of title transfer some fixed interest rates are subject to increase.If in:named,the rate shall not exceed .%per annum.Seller shall,within days after
Effective Date,furnish statements front all mortgagees seting principal balances,method of payment,interest rate and status of mortgages.If Buyer has agreed to assume a
mortgage which requires approval of Buyer by the mortgagee for assumption,then Buyer shall promptly obtain all required applications and will diligently complete and return
them to the mortgagee.Any mortgagee charge(s)not to exceed S shell be paid by (if not filled In,equally divided).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 prompt written notice to the other party unless either elects to pay the increase in interest rate or excess mortgagee charge&
V. TITLE EVIDENCE:At least days before closing date,Seller shall,at Seller's expense,deliver to Buyer or Buyer's attorney,in accordance with Standard A,
(CHECK(1(or(2)):(1)0 abstract of title or(2)0 title insurance commitment and,after closing,owner's policy of title insurance.
VI.CLOSING DATE:This transaction shall be closed and the deed and other closing papers delivered on ,unless extended by other provisions of Contract
VII. RESTRICTIONS;EASEMENTS;LIMITATIONS:Buyer shall take title subject to:zoning,restrictions,prohibitions and other requirements imposed by governmental authority:restriai ons
and matters aPpearirg on the plat or otherwise common to the subdivision 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 fires and 7%feet in width as to the side lines,unless otherwise stated herein);taxes for year of dosing and subsequent
yeys;assumed mortgages and ph�hnsemoney mawtany,oter matters set forth in Exhibit "B" attached hereto and
incorporated herein by this reference ;
that there exists at closing no violation of the foregoing and none of them prevents use of Real Property for Golf Course Pun ose(s).
VIII.OCCUPANCY:Seller warrants that there are no partes in occupancy other than Seller,but,if Property is intended to be rented or occupied beyond closing,the fact and terms
thereof shall be stated herein and the tenant(s)or occupants disclosed pursuant to Standard F.Seller agrees to deliver occupancy of Property at time of dosing unless otherwise
stated herein.If occupancy is to be delivered before dosing,Buyer assumes all risk of loss to Property from date of occupancy,shall be responsible and Gable for maintenance from
that date,and shall be deemed to have accepted Property in its existing condition as of time of taking occupancy unless otherwise stated herein or in a separate writing.
IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS:Typewritten or handwritten provisions shall control all printed provisions of Contract In conflict with them.
X. RIDERS:(CHECK if any of the following Riders are applicable and are attached to this Contract):
hal❑COASTAL CONSTRUCTION CONTROL UNE RIDER (el❑FOREIGN NVESTMENT N REAL PROPERTY TAX ACT RIDER (el 0 rrww RIDER
tib)❑CONDOMPIUM RIDER (dl 0 NSILAI ON RIDER (r) 0 OTI£R:
XI. ASSIGNABILITY:(CHECK(1)or(2)):Buyer(1)0 may assign or(2)0 may not assign this Contract
XIL SPECIAL CLAUSES:(CHECK(1)or(2)):Addendum(1)j(](is attached or(2)❑there is no Addendum.
XIII.TIME IS OF THE ESSENCE OF THIS CONTRACT. BUYER'S INITIALS
XIV. DISCLOSURES:Buyer ® acknowledges or 0 does not acknowledge receipt of the dflifo radon/cd(doXiN IOLI4d(XOINtlftatiatItj `Xl disclosures_
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 at the toms and candtioa h tub Contract should be accepted by the partes in a particular transaction.Terms
and conditions should be negotiated based upon the,e pest,ince Bets,objectives and bargaining positions of all interested persons
COPYRIGHT 1991 BY THE FLORIDA BAR AND THE FLORIDA ASSOCIATION OF REALTORS
See attached signature page Date See attached signature page Date
(Buyer) (Seller)
Social Security or Tax I.D.s Social Security or Tax I.D.r
Date Date
(Buyer) (Seller)
Social Security or Tax I.D.I Social Security or Tax I.D.i
Deposit under Paragraph II(a)received;IF OTHER THAN CASH,THEN SUBJECT TO CLEARANCE. (Escrow Agent)
BROKER'S FEE:(CHECK AND COMPLETE THE ONE APPLICABLE) Br
0 IF A LISTING AGREEMENT IS CURRENTLY IN EFFECT;
OR Setter agrees to pay the Broker named below,Including cooperating sub-agents named,according to the terms of an existing,separate listing agreement
0 IF NO LISTING AGREEMENT IS CURRENTLY IN EFFECT:
Seller agrees to pay the Broker named below,at time of closing,from the disbursements of the proceeds of the sale,compensation in the amount of(COMPLETE ONLY ONE)
%of gross purchase price or S for Broker's services in effecting the sale by finding the Buyer ready,willing and able to purchase pursuant to the foregoing
Contract If Buyer fails to perform and deposit(s)is retained,50%thereof,but not exceeding the Brokers fee above provided,shall be paid Broker as full consideration for Broker's
services,including costs expended by Broker,and the balance shall be paid to Seller.If the transaction shall not close because of refusal or failure of Seller to perform,Seller shall
pay the full fee to Broker on demand In any litigation arising out of the Contract concerning the Broker's fee,the prevailing party shall recover reasonable attorney's fees and costs.
(firm name of Gating Broker) (firm name of selling Broker) (Seller)
(authorized alarolervi
STANDARDS FOR REAL ESTATE TRANSACTIONS
A.EVIDENCE OF TITLE:(1)M abstract of title prepared or brought current by a reputable and existing abstract firm(If not existing then certified as correct by an existin(
purporting to be en accurate synopsis of the instruments effecting title to the Real Property recorded In the public records of the county wherein Reel Property is located tt
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 transection,the abstrac
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 i.
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 Prc
subject only to liens,encumbrances,exceptions or qualifications set forth in this Contract and those which shall be discharged by Seller at or before dosing.Seller shall c
marketable title subject only to liens,encumbrances,exceptions or qualifications specified in the Contract Marketable title shall be determined according to applicable Title Star
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 c
to examine it If title is found defective,Buyer shag,within 3 days,notify Seller in writing specifying defect(s).If the defects)render title unmarketable,Seller will have 120 day:
receipt of notice within which to remove the defect(s),failing which Buyer shall have the option of either accepting the title as it then is or demanding a refund of deposits
which shall immediately be returned to Buyer;thereupon.Buyer and Seller shall release one another of all further obligations under the Contract Seller shall,if title is found unmade
use diligent effort to correct defect(s)in the title within the time provided therefor,including the bringing of necessary silts.
B.PURCHASE MONEY MORTGAGE;SECURITY AGREEMENT TO SELLER:A purchase money mortgage and mortgage note to Seller shall provide for a 30-day grace Pei
the event of default if a fust 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
not permit acceleration or interest adjustment in event of resale of Real Property,shall require all prior liens and encumbrances to be kept in good standing and forbid modific
of or future advances under prior mortgage(s);and the mortgage,note and security agreement shall be otherwise in form and content required by Seller,but Seller may only r
clauses customarily found in mortgages,mortgage notes and security agreements generally utilized by savings and loan institutions or state or national banks located in the c
wherein Real Property is located.All Personalty and lessee being conveyed or assigned will.at Seller's option,be subject to the lien of a security agreement evidenced by rec
financing statements.If a balloon mortgage,the feel 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 Real Property surveyed and certified by a registered F
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 restri
Contract covenants or applicable governmental regulation,the same shall constitute a title defect
0.TERMITES:Buyer,at Buyer's expense,within time allowed to deliver evidence of title and to examine same,may have Real Property inspected by a Florida Certified Pest C
Operator to determine if there is any visible active termite infestation or visible existing damage from termite infestation in the improvements.If either or baht are found,Buy.
have 4 days from date of written notice thereof within which to have all damages,whether visible or not inspected and estimated by a licensed builder or general contractor.
shall pay valid costs of treatment and repair of all damage up to 2%of purchase price.Should such costs exceed that amount,Buyer shall have the option of cancelling Cc
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 n
a credit at dosing of an amount equal to the total of the treatment and repair estimate not in excess of 2%of the purchase price.'Termites'shall be deemed to include all
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 the intended use as described in Paragraph VII h
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 du
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 eh
furnished by Seiler 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 d
deliver and assign all original leases to Buyer.
G.LIENS:Seller shall furnish to Buyer at time of dosing an affidavit attesting to the absence,unless otherwise provided for herein,of any financing statements,claims of ti
potential femora known to Seller and further attesting that there have been no improvements or repairs to the Property for 90 days immediately preceding date of dosing.If Prc
has been improved or repaired within that time,Seller shell deliver releases or waivers of mechanics'liens executed by all general contractors,subcontractors,suppliers and materi
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 improve
or repairs which could serve as a basis for a mechanic's lien or a claim for damages have been paid or will be paid at dosing of this Contract
H.PLACE OF CLOSING:Closing shall be held in the county wherein the Reel Property is located at the office of the attorney or other dosing agent designated by Seller.
L TIME:Time periods herein of less than 6 days shall in the computation exclude Saturdays,Sundays and state or national legal holidays,and any time period provided for I
which shall end on Saturday,Sunday or a legal holiday shall extend to 5:00 pm of the next business day.
J.DOCUMENTS FOR CLOSING:Seller shall furnish the deed,till of sale,mechanic's lien affidavit assignments of leases,tenant and mortgagee estoppetletters and corrective instrur
Buyer shall furnish dosing statement,mortgage,mortgage note,security agreement and financing statements
K.EXPENSES:Documentary stamps on the deed and recording corrective instruments shall be paid by Seller.Documentary stamps,Intangible tax and recording purchase n
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 dosing.Byer shall
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 m
required by Prorations.Proration&will be made through day prior to occupancy if occupancy occurs before dosing.Advance rent and security deposits will be credited to Buye
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 disc
homestead and other exemptions.If dosing occas at a date when the current year's mdlage is not fixed and current year's assessment Is availeble,taxes will be prorated t
upon such assessment and the prior year's millage.If current year's assessment is not available,then taxes will be prorated on the prior year's tax.If there are completed improver
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 upo
prior year's millage and at an equitable assessment to be agreed upon between the parties,failing which,request will be made to the County Property Appraiser for an int
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 m
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 dosing(not as of Effective Date)are to be paid by Seller.Pending
as of date of dosing shall be assumed by Buyer.If the improvement has been substantially completed as of Effective Date,such pending lien shall be considered certified,confi
or ratified and Seller shall,at dosing,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 dosing,the ceiling,roof(including the fascia and soffits)and exterior and interior
seawalls(or equivalent)and dockage do not have any VISIBLE EVIDENCE of leaks,water damage or structural damage and that the septic tank,pod,all appliances,meth:
items,heating,coding,electrical,plumbing systems and machinery are in WORKING CONDITION.Buyer may,at Buyer's expense,have inspections made of those items by a
or individual specializing in home inspections end holding an occupational license for such purpose(if required)or by an appropriately licensed Florida contractor.Buyer shall,
to Buyer's occupancy or not less than 10 days prior to dosing,whichever occurs first,report in writing to Seller such items that do not meet the above standards as to de
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 req.
Seller shall cause such repairs to be made and shall pay up to 3%of the purchase price for such repairs or replacements as may be required in order to place such items in WORI
CONDITION,If the coat for such repairs or replacement exceeds 3%of the purchase price,Buyer or Seller may elect to pay such excess,failing which either party may a
this Contract If Seller is unable to correct the defects prior to dosing,the cost thereof shall be paid into escrow at dosing.Seller wit,upon reasonable notice,provide utilities se
and access to the Property for inspections,trawling a wale-through prior to dosing.Between Effective Date and the date of closing,except for repairs required by this Stan
Seller shall maintain Property,icl dig,but not limited to,the lawn and shrubbery,in the condition herein warranted,ordinary wear and tear excepted.
0.RISK OF LOSS:If the Property le damaged by fire or other casualty before dosing and cost of restoration does not exceed 3%of the assessed valuation of the Roped
damaged,cost a restoration shall be en obligation of the Seller and dosing shall proceed pursuant to the terms of Contract with restoration costs eecowed al dosing.If the
of restoration exceeds 3%a the assessed valuation of the improvements so damaged,Buyer shall have the option of either taking Property as is,together with either the 3
any insurance proceeds payable by virtue of each bas 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 shallbe continued at Buyer's expense to:
rte 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 es
by Seller's rendered unmade
through no faulted Buyer,Buyer shall,within the period,notify Seller In the defect anor by si.ch other mutually acceptable escrow agent for a period of not longer thand Seller shall have from arid 30days from daclosing date.te of rem of such notification to
the defect If Seller fails to timely cure the defect,at deposits)and dosing funds shall,upon written demand by Buyer and within 5 days after demand,be returned to Buyer
simultaneously with such repayment Buyer shall return Personalty and vacate Property and reconvey it to Seller by special warranty deed.If Buyer fats to make timely demon
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
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 dc
and for disbursement of mortgage proceeds shat control over contrary provision in this Contract Seller shall have the right to require from the lending institution a written commit
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 Star
may be waived if title agent Insures adverse matters pursuant to Section 627.7841,F.S.(1989).as amended.
O.ESCROW:Any escrow agent("Aon")receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly,hold same in escrow and,su
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 d
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 disburse
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 lured
of the dispute.Upon notifying at parties concerned of such action,all liability on the part of Agent shall fully terminate,except to the extent of accounting for any items prevk
delivered out of escrow.If a licensed real estate broker,Agent will comply with provisions of Chapter 475,F.S.(1989),as amended.Any suit between Buyer and Seller wherein P
is made a party because of acting as Agent hereunder,or in any suit wherein Agent interpleads the subject matter of the escrow,Agent shat recover reasonable attorney's
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 p
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 misdetvery is due to willful br
of this Contract or gross negligence of Agent
Ft ATTORNEY'S FEES;COSTS:In any litigation arising out of this Contract,the prevailing party in such litigation which,for the purposes of this Standard,shall include Seller,B
listing broker,Buyer's broker and any subagents to the listing broker or Buyer's broker,shat be entitled to recover reasonable attorney's fees and costs.
S.FAILURE OF PERFORMANCE:If Buyer fails to perform this Contract within the time specified,including payment of at deposit(s),the deposit(s)paid by Buyer and depot
agreed to be paid,may be retained by or for the account of Seiler as agreed upon liquidated damages,consideration for the execution of this Contract and in full settlement of
claims;whereupon,Byer and Seller shall be relieved of all obligations under Contract or Seller,at Seller's option,may proceed in equity to enforce Seller's rights under this Cont
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 ape
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 recanted in any public records.This Contract shall bind
inure to the benefit of the parties and their successes in interest Whenever the context permits,singular shall include plural and one gender shall Include all.Notice given b
to the attorney for any party shall be as effective as l 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 Sc
subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer.Personalty shall,at request of Buyer,be transferred by an absolute bill of sale with warr
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 chang
this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties Mended to be bound by it
W.WARRANTIES:Seller warrants that there are no facts known to Seller materially affecting the value of the Real Property which are not readily observable by Buyer or w
have not been disclosed to Buyer.
r•,,.o,..,hr toot iv,Th.Fhrvi•pus sir T,.FWN,AOsnri.Wv,.,RFAI TrIRR
SIGNATURE PAGE FOR
CONTRACT FOR SALE AND PURCHASE
BY AND BETWEEN
SCI FUNERAL SERVICES OF FLORIDA, INC. ("Seller")
AND THE CITY OF OCOEE ("Buyer")
BEM:
ATTEST: CITY OF OCOEE,FLORIDA
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
(SEAL) DATE:
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 LEGALITY HELD ON , 1993
THIS DAY OF , 1993. UNDER AGENDA ITEM NO.
FOLEY & LARDNER
By:
City Attorney
SELLER:
SCI FUNERAL SERVICES OF FLORIDA, INC.,
a Florida corporation
By:
Its:
Date:
(CORPORATE SEAL)
•
C:\WPSIW0051000E SIGNATURIW,V93I 1SW013IDPB:jd
EXHIBIT "A"
LEGAL DESCRIPTION
A strip of land being a portion of Lots 9, 30, and 32, West Orange Memorial Park, according
to the plat thereof, as recorded in Plat Book"Y", Pages 137 and 138, of the Public Records of
Orange County, Florida, lying in Section 32, Township 21 South, Range 28 East, being
described as follows:
Commence at the SE corner of said West Orange Memorial Park for a point of beginning, said
point also being the SE corner of the SW 14 of said Section 32; thence run S 84° 13' 39" W,
along the S line of said West Orange Memorial Park, and along the S line of said SW 'k 160.72
feet; thence run N 00° 21' 12" W, parallel with the E line of said West Orange Memorial Park
and the E line of said SW '4, 735.18 feet;thence run N 89° 38'48"E, 160 feet to a point lying
on said E line of West Orange Memorial Park and said E line of the SW '/ of Section 32;
thence run S 00°21' 12"E, along said E plat line and said E line of the SW '/ of Section 32,
a distance of 720 feet to the point of beginning.
EXHIBIT "B"
PERMITTED EXCEPTIONS
1. Distribution Easement to Florida Power Corporation filed July 15, 1990 in Official
Records Book 3124, Page 2774, Public Records of Orange County, Florida.
2. Reservations unto the State of Florida in that certain deed from the Trustees of the
Internal Improvement Fund of the State of Florida dated December 5, 1946 and filed
December 23, 1946 in Deed Book 726, Page 343, Public Records of Orange County,
Florida, provided, however, that this exception shall be deleted if the survey of the Real
Property indicates that no state road lies within 100 feet of the Real Property.
CAVIPME31v12/931 I.WOI3 1DP/Lip
ADDENDUM "1"
TO
CONTRACT FOR SALE AND PURCHASE ("Contract")
by and between SCI FUNERAL SERVICES OF FLORIDA, INC., ("Seller")
and the CITY OF OCOEE, ("Buyer")
Dated August_, 1993
The parties hereto agree that the following provisions are hereby agreed to and
incorporated into the Contract:
1. STANDARDS FOR REAL ESTATE TRANSACTIONS B, D, E, I, K,
N and S are hereby deleted.
2. Paragraphs IV, V and VI of the Contract are hereby deleted.
3. Buyer agrees to pay all costs of closing, except Seller shall pay all
attorneys' fees of Seller, if any, associated with the closing or as
otherwise set forth therein.
4. This transaction shall be closed and the Warranty Deed and the other
closing documents delivered thirty (30) days from the Effective Date
("Closing Date") unless extended by other provisions of the Contract;
provided, however, that Buyer may accelerate the Closing on ten (10)
days written notice to Seller so long as Seller has obtained the
Governmental Approvals referenced in Paragraph 10 of this Addendum.
5. At least ten (10) days before Closing Date, Buyer shall, at Buyer's
expense, obtain a title insurance commitment and, after closing, owner's
policy of title insurance in accordance with Standard A.
6. Buyer and Seller agree that this Contract and the conveyance of the
Property shall occur under the threat of condemnation and that Seller
would not sell the Property to Buyer but for such threat of condemnation.
7. Buyer agrees to provide Seller a Disclosure of Beneficial Interest Affidavit
at least ten (10) days prior to the Closing Date which complies with
Section 286.23, Florida Statutes.
8. Seller and Buyer hereby acknowledge and represent to each other that no
broker or finder has been employed by either Seller or Buyer in
connection with the transaction contemplated in this Contract.
9. Seller shall convey title to the Real Property by Warranty Deed subject
only to those matters set forth on the Exhibit "B" attached hereto and
incorporated herein by this reference ("Permitted Exceptions"). Buyer
shall accept title to the Real Property subject only to the Permitted
Exceptions.
10. Seller shall be obligated to obtain, at Seller's expense, all requisite
governmental approvals in recordable form ("Governmental Approvals")
• necessary to satisfy (i) the requirements and provisions of Section 497,
• Florida Statutes, and(ii)the restriction contained in that certain Warranty
Deed by Royal Vaults, Inc. to Orlando Memorial Gardens, Inc., dated
September 23, 1987, and recorded in Official Records Book 3922, Page
3528, Public Records of Orange County, Florida. Seller shall proceed in
good faith to obtain the Governmental Approvals prior to the Closing
Date. If Seller fails to obtain such Governmental Approvals, the Closing
Date shall be extended until ten(10)days after Seller provides Buyer with
such Governmental Approvals; however, in the event Seller has not
obtained the Governmental Approvals within ninety days (90) from the
Effective Date, then Buyer,at its sole option,may terminate this Contract
by providing to Seller written notice of Buyer's election to terminate at the
address set forth in the Contract. In the event Seller cannot obtain the
Governmental Approvals after exhausting all administrative procedures
and remedies, then either party may terminate the Contract by providing
written notice of such termination to the other party at the address set
forth in the Contract.
11. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS
THAT, WHEN IT HAS ACCUMULATED INA BUILDING IN
SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO
PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF
RADON THAT EXCEED FEDERAL AND STATE GUIDELINES
HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
ADDITIONALLY INFORMATION REGARDING RADON AND
RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY
PUBLIC HEALTH UNIT.
12. Buyer's counsel shall prepare all documents required for the closing of the
Contract, except as provided in paragraph 10 of this Addendum, and
Buyer agrees to pay all costs associated therewith.
13. In the event either party fails to perform this Contract, other than Seller's
failure to obtain the Government Approvals after a good faith effort as set
forth in paragraph 10 of this Addendum or Seller's failure to make
Seller's title marketable after diligent effort, then either party may seek
specific performance of the Contract, but in no event shall either party be
entitled to seek damages resulting from the other party's breach.
14. This Addendum shall control in the event of any conflict with the
Contract.
Except as expressly modified hereby, the Contract remains unchanged and in full force and
effect.
BUYER:
ATTEST: CITY OF OCOEE, FLORIDA
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
(SEAL) DATE:
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 LEGALITY HELD ON , 1993
THIS_DAY OF , 1993. UNDER AGENDA ITEM NO.
FOLEY & LARDNER
By:
• City Attorney
SELLER:
SCI FUNERAL SERVICES OF FLORIDA, INC.,
a Florida corporation
By:
Its:
(CORPORATE SEAL)