HomeMy WebLinkAboutContract for Purchase and Sale - 110 Polk Avenue 11-19-2013 1
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CONTRACT FOR PURCHASE AND SALE
THIS CONTRACT FOR PURCHASE AND SALE("Contract")is made by and between (L 7 Maj►1B,.)
DEBORAH F.DEAN,a single woman(hereinafter referred to as"Seller"),with a principal address c-c. FL
• i - ' •. • ••-, IP i i . .•- .- and THE CITY OF CAPE ,2.7
CANAVERAL,a Florida municipal corporation ("Buyer")with a principal address of 105 Polk
Avenue, Cape Canaveral, Florida 32920. For and in consideration of a valuable sum in dollars,the
premises and the mutual covenants and obligations created hereby,as well as other good and valuable
considerations, Buyer agrees to buy and Seller agrees to sell the following described real property
subject to and upon the terms and conditions set forth below.
ARTICLE I-PROPERTY
The real property (the "Property") which is the subject matter of this Contract is legally
Idescribed as:
OFFICE UNITS I,2,3,4,5,6,and 7,CAPE CANAVERAL PROFESSIONAL
BUILDING,a Condominium as per the Declaration of Condominium thereof,
recorded in Official Record Book 2292, Page 2699, together with any
amendments thereto,of the Public Records of Brevard County, Florida.
The Property is generally located at 110 Polk Avenue, Units 1,2, 3, 4, 5, 6, and 7, Cape Canaveral,
Florida 32920.
ARTICLE II-PURCHASE PRICE
Purchase Price. The purchase price (the "Purchase Price") for the Property shall be One
Hundred Ninety-Five Thousand and no/100 Dollars ($195,000.00).
ARTICLE III—EFFECTIVE DATE; CLOSING AND CLOSING DATE
The effective date of this Contract ("Effective Date") shall be the date upon which the
Contract is approved by the City Council of the City of Cape Canaveral and fully executed by both
parties hereto. The transaction contemplated by this Contract shall be closed ("Closing"), the
Purchase Price applied to closing costs and the deed,and the exclusive possession of the Property,free
of all occupants, shall be delivered to Buyer at Closing. The closing date shall be on or before
D days following the Effective Date.
ARTICLE IV-TERMS AND CONDITIONS
The additional terms and conditions of this Contract are as follows:
4.1. Evidence of Title. Buyer, at Buyer's expense and within thirty (30) days from the
Effective Date, shall obtain a title insurance commitment (the "Title Commitment") to issue an
ALTA Owner's Title Insurance Policy-Form B from a title insurance company acceptable to Buyer
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(the"Title Insurance Company")in the amount equal to the appraisal of the property,namin Buyer
as the proposed insured. The Title Commitment shall show good,marketable and insurable fee simple
title to the Property to be vested in Buyer, liens, encumbrances,exceptions and qualifications which
will not interfere with or impair the Property's use; exceptions permitted by the provisions of this
Contract; and those exceptions which are capable of and are actually to be discharged by Seller at or
before Closing(all other exceptions to title being deemed title defects for purposes of this contract).
Legible and complete copies of all instruments listed as exceptions to title(commonly identified as
Schedule B-II exceptions in the Title Commitment)shall be delivered with the Title Commitment. If
title is found to be defective, Buyer shall, within ten (10) days from the date it receives the Title
Commitment,notify Seller in writing to that effect specifying the defects. Seller shall have twenty
(20)days from the receipt of Buyer's notice specifying the title defects to cure the defects and,if after
said period Seller shall not have cured the defects, or if Seller shall not have progressed to a point
where the defects are certain to be remedied prior to Closing,or where the removal of such defects is
not otherwise assured to Buyer's satisfaction,Buyer shall have the option of(i)accepting the title"as
is"or(ii)terminating the Contract after which Buyer and Seller shall each be released from all further
obligations to each other respecting matters arising from this Contract.
4.2. Survey. Buyer may,at Buyer's expense,obtain a survey of the Property(the"Survey")
prepared by a licensed Florida land surveyor within the last thirty(30) days before closing, or in the
alternative, an update of an earlier survey re-dated to a point in time within the last thirty(30) days
which complies with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title
Surveys adopted in 2005. If the Survey shows any encroachments onto the Property and/or
improvements located outside its boundaries or encroachments by improvements principally located
on the Property over required setback lines or over onto the property of others or onto any public right-
of-way adjacent to the Property,or if it is apparent that the Property violates existing title covenants
and/or applicable zoning laws or ordinances, Buyer shall notify Seller in writing to that effect
specifying the defects. Seller shall have until thirty(30)days from receipt of Buyer's notice specifying
the Survey defects in which to cure such defects. If after said period Seller shall not have cured the
defects,or if Seller shall not have progressed to a point where the defects are certain to be remedied at
or prior to Closing, Buyer shall have the option of(i) accepting the condition of the Property as
disclosed in the Survey in an"as is"condition,or(ii)terminating the Contract,thereupon Buyer and
Seller shall each be released from all further liabilities and obligations to each other with respect to all
matters arising from this Contract.
The parties acknowledge that upon the execution of this Contract the only available legal
description of the Property was the legal description of the Property contained within Section I of the
Contract. The survey will be by a metes and bounds description and said description shall be
incorporated into this Contract as if included herein at the Effective Date of this Contract. The survey
and legal description shall be approved by both parties prior to incorporation into the Contract. Said
approval shall not be unreasonably withheld by the parties.
4.3. Conveyance. Seller shall convey title to the Property to Buyer by Warranty Deed(the
"Deed"), subject only to: (i) taxes for the year of Closing; and (ii) matters disclosed in the title
evidence provided to and accepted or deemed accepted by Buyer.
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4.4. Closing Affidavit. At the Closing, Seller shall furnish Buyer with an affidavit (i)
testifying to the absence of any claims, encumbrances, taxes, assessments, liens or potential lienors
known to Seller not disclosed in the Title Commitment and Deed,(ii)further attesting that there have
been no improvements to the Property by or through Seller for the ninety(90)day period immediately
preceding the date of Closing,the cost of which remains unpaid,(iii)agreeing to take no action prior
to recording the Deed which would adversely affect the title to the Property, (iv) testifying that
possession of the Property is subject only to those matters accepted by Buyer pursuant to the terms
hereof, if any, and that Seller is otherwise in exclusive, peaceable and undisputed possession of the
Property,and(v)testifying that there are no actions or proceedings now pending in any state or federal
1 court to which Seller is a party including,but not limited to,proceedings in bankruptcy,receivership
or insolvency,which would affect the Property,the title to the Property or Seller's ability to close on
the sale of the Property to Buyer except as disclosed in the Title Commitment. Seller shall also
furnish such other evidence,affidavits or information required by the Title Insurance Company so that
the Title Insurance Company will be able to eliminate all standard exceptions from the Title
Commitment at Closing, except for taxes for the year of Closing which are not yet due or payable.
4.5. Place of Closing. Closing shall be held by express courier or at the offices of Brown,
Garganese, Weiss&D'Agresta,P.A.or such other location as is mutually agreed upon by Buyer and
Seller.
4.6. Documents for Closing. Buyer's attorney shall prepare the Deed, Seller's affidavit,
closing statement,and any corrective instruments that may be required in connection with perfecting
title.
4.7. Expenses. State documentary tax for the Deed and the cost of recording all corrective
documents needed to complete the transaction shall be borne by Seller. Buyer shall pay for the title
insurance premium,recording the Deed and all fees and expenses arising from or associated with the
simultaneous issuance of a lender's title insurance commitment and policy, if any, and any and all
endorsements to such policy required by its lender.
4.8. Prorations and Escrow Balance. Taxes and other expenses and all revenue of the
Property shall be prorated as of the date of Closing.
4.9, Proration of Taxes; Real and Personal. Taxes shall be prorated based upon the
current year's tax based on the highest discount available at Closing. If the Closing occurs on a date
when the current year's taxes are not fixed and the current year's assessment is available,taxes will be
prorated based upon such assessment and the prior year's millage. If the current year's assessment is
not available,then taxes will be prorated based on the prior year's tax;provided,however,if there are
completed improvements on the Property by January 1st of the year of Closing,which improvements
were not in existence on January 1st of the prior year, then the taxes shall be prorated to the date of
Closing based upon the prior year's millage and an equitable assessment to be agreed upon between the
parties, failing which request will be made to the county tax assessor for an informal assessment. If
the Property is assessed as part of a larger tract of land and a "cut out" is not available from the tax
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assessor at the time of Closing,the taxes for the Property shall be estimated and prorated based upon
the ratio of the size of the Property in relation to the overall tract of which the Property forms a part,
taking into consideration matters of zoning as described in the tax assessor's records. Any tax
proration based on an estimate may, at the request of either party, be subsequently readjusted upon
receipt of the actual tax bill. This provision for reproration shall survive the Closing.
4.10. Special Assessment Liens. Special assessment liens which are certified, confirmed
and ratified as of the date of Closing are to be paid by Seller. Special assessment liens which are
certified,confirmed and ratified but payable in installments post Closing shall be paid in full by Seller
at Closing. Special assessment liens pending as of the date of Closing shall be assumed by Buyer;
provided, however, that if the improvements which form the basis for such special assessment are
substantially completed as of the date of Closing they shall be deemed to have been certified,
confirmed or ratified and Buyer shall,at Closing,be credited with an amount equal to the last estimate
of the assessment for the improvement made by the appropriate public body.
4.11. Default. If Buyer fails to perform any of Buyer's covenants set forth in this Contract,
the Deposit, if any, shall be paid to and retained by and for the account of Seller as agreed upon
liquidated damages and in full settlement of any claims whatsoever. If Seller fails to perform any of
Seller's covenants set forth in this Contract or fails to convey the Property when Seller is obligated to
do so in accordance with the terms hereof, Buyer shall have, as its sole and exclusive remedies, the
election of either(i)demanding and receiving a refund of the Deposit, if any, immediately or(ii)the
right of specific performance against Seller.
4.12. Severability. If any one or more of the provisions of this Contract is held invalid,
illegal or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the
remaining provisions of this Contract shall be construed to best carry out the original intent of the
parties hereto.
4.13. Complete Agreement. This Contract evidences the complete understanding of the
parties hereto as respects the matters addressed herein. No agreement or representation, unless set
forth in this Contract, shall bind either of the parties hereto.
4.14 Notices. Notices to Seller and Buyer shall be deemed delivered (i) when hand
delivered, or (ii) one (1) business day following delivery to an express delivery courier, such as
Federal Express, or (iii) three (3) days following deposit in U.S. mail, certified, return receipt
requested. Notice shall be given to the following addresses:
To Seller: Deborah F. Dean
701 151h Avenue, Apt. D
East Moline, Illinois 61244
(321) 368-0061
To Buyer: City of Cape Canaveral
Attn: City Manager
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105 Polk Avenue
Cape Canaveral, Florida 32920
(321) 868-1230
4.15. FIRPTA-Right to Withhold. Seller agrees that Buyer may deduct and withhold from
the Purchase Price provided in Article H hereof, a tax in the amount of ten percent (10%) of the
amount realized (as that term is used in Section 1445(a) of the Internal Revenue Code) by Seller
pursuant to this Contract, except upon the occurrence of either(A)or(B)below:
(A) At or prior to Closing, Seller provides to Buyer a Certificate of Non-Foreign
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Status or a Non-USRPHC Statement described in and complying with Section I 445(b)(2)or
(3)of the Internal Revenue Code of 1986, as amended(the"Code")(all references to Section
or the Code include any successor provisions thereto and any Treasury Regulations
promulgated in connection thereto)and Buyer has no knowledge or notice that such Certificate
or Statement is false; or
(B) At or prior to Closing, Buyer received a withholding certificate described in
Temp. Treas. Reg. Section 1.1445-3T or Rev. Proc. 85-41.
Buyer agrees that any amount deducted and withheld pursuant to this Section shall be remitted
to the Internal Revenue Service in accordance with Section 1445 of the Code and the Regulations
thereunder.
4.16. Environmental Status. Seller warrants and represents to Buyer that, to Seller's
knowledge,(i)the Property is free of all hazardous waste or substances except as may be permitted by
applicable law; (ii) that the Property has been operated and maintained in compliance with all
applicable environmental laws,statutes,ordinances,rules and regulations;(iii)no other release of any
hazardous waste or substances has taken place on the Property,(iv)no migration of hazardous waste
or substances has taken place from the Property which would cause the release of any hazardous waste
or substance on any adjoining lands or any other lands in the vicinity of the Property;and(v)there are
no bulk or underground tanks on or in the Property, and,no bulk or underground storage tanks have
ever been located on or in the Property.
The term hazardous waste or substances shall include those substances included within the
definitions of"hazardous substances", "hazardous materials", "toxic substances", or"solid waste"in
CERCLA,RCRA,and the Hazardous Materials Transportation Act,49 U.S.C. Section 1801,et seq.,
and in the regulations promulgated pursuant to said laws or any replacement thereof; such other
substances,materials and wastes which are or become regulated under applicable local,state or federal
law, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.
Seller has no notice or knowledge of the on-site existence of any"Endangered and Threatened
Species,"flora and fauna as identified by the U.S.Fish and Wildlife Service's"List of Endangered and
Threatened Wildlife and Plants" as may be amended from time to time. Seller further warrants no
knowledge of the on-site existence of any upland conservation areas which are preserved,or may be
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preserved, for the purposes of providing of wildlife habitat.
The provisions of this Section 4.16 shall survive the Closing or earlier termination of this
Contract.
4.17. Right of Inspection.During the term of this Contract,Buyer,its agents,employees and
representatives,may have access to the Property and the records of the Property(including those on
file with any governmental agency) at all reasonable times subsequent to the Effective Date of this
Contract with the right,at Buyer's expense,to inspect the Property and to conduct all tests and borings
thereon as Buyer, its licensed engineers, surveyors and the like shall deem reasonably necessary or
desirable to fulfill the tests and investigations contemplated by the Contract. Any entry on or to the
Property by Buyer or its authorized representatives pursuant to the provisions hereof shall be at the
risk of Buyer,and Buyer hereby indemnifies,protects,and holds Seller harmless and agrees to defend
Seller from and against any and all claims,demands,losses,damages,and liabilities(including but not
limited to personal injury and property damage claims and mechanics'or other liens), together with
related costs and expenses,including reasonable attorney fees and litigation costs,caused by Buyer or
Buyers' agents on or to the Property. In addition,Buyer shall keep the Property free from any liens
which could arise as a result of the exercise by Buyer of any of its rights hereunder. Each party shall
keep confidential the results of all financial statements, reports or other information provided to or
generated by the other party and will not disclose any such information to any person other than: (i)
those employed by Buyer or Seller,respectively; (ii)those who are actively and directly participating
in the evaluation of the Property and the negotiation in the evaluation of the Property and the
negotiation and execution of this Contract or financing of the purchase of the Property; (iii)
governmental,administrative,regulatory or judicial authorities with respect to the investigation of the
compliance of the Property with applicable legal requirements; and (iv)as required by law or court
order;provided,however,that the party required to disclose by law or court order shall immediately
give the other party notice in order to enable the other party to seek a protective order from such
disclosure. The provisions of this Section 4.17 shall survive the Closing or earlier termination of this
Contract.
4.18. WAIVER OF TRIAL BY JURY. SELLER AND BUYER HEREBY MUTUALLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS CONTRACT OR ANY AGREEMENT
CONTEMPLATED TO BE DELIVERED IN CONJUNCTION THEREWITH,OR ANY COURSE
OF CONDUCT,COURSE OF DEALING,STATEMENTS(WHETHER ORAL OR WRITTEN)OR
ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH
OF SELLER AND BUYER ENTERING INTO THIS CONTRACT.
ARTICLE V- SPECIAL CONDITIONS
Seller has made a limited number of representations and warranties to Buyer in this Contract.
In consideration of Buyer waiving additional conditions, representations or warranties from Seller,
Seller and Buyer hereby agree as follows:
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5.1. Condition Precedent. Buyer's obligation to close under this Contract shall be subject
to the satisfaction of the following conditions precedent enumerated below. In the event any one of
these conditions is not satisfied for any reason whatsoever, then this Contract shall terminate, and
Buyer and Seller shall be fully relieved from all further rights and responsibilities under this Contract.
(A) The complete execution of this Contract by Seller and Buyer and the approval
of this Contract by Buyer's City Council at a public meeting conducted pursuant to section
286.011, Florida Statutes.
(B) No action,suit,proceeding,or official investigation shall have been threatened,
announced, or commenced by any person or federal, state or local government authority or
agency that seeks to enjoin,assess civil or criminal penalties against,or obtain any judgment,
order, or consent decree, with respect to either party hereto, in connection with their
respective representations and obligations under this Contract.
5.2. Inspection Period. Buyer shall have until the date of Closing(herein the"Inspection
Period")in which to conduct an investigation of the Property,including,by way of illustration and not
in limitation and subject to Section 4.17: inspections as to the physical condition of the Property,
investigate the availability of utilities, status of zoning or ability to rezone, zoning codes, building
codes,physical condition and any other condition or characteristic of the Property which Buyer may
deem necessary or relevant to Buyer in purchasing the Property. Should Buyer for any reason become
dissatisfied or concerned with the result of any such investigation, search, inquiry or report as
contemplated hereby,then Buyer may,prior to the expiration of the Inspection Period,terminate this
Contract by written notice thereof to Seller. Notwithstanding anything to the contrary contained
herein,if Buyer has not terminated this Contract by written notice delivered to Seller prior to Closing,
then the Deposit (if any) shall be applicable to the Purchase Price but non-refundable, other than
pursuant to Section 5.1 hereof, except in the event of a default by Seller hereunder.
5.3. Delivery of Materials. Within five(5)days after the Effective Date of this Contract,
Seller shall deliver to Buyer copies of all existing studies, tests, environmental audits, soil borings
results, surveys, site plans, reports, plans, permits, petitions, warranties, applications, certificates,
reservations, agreements, development orders, approvals, maps, aerials and related materials in its
possession relating to the Property.
5.4. Intended Use of the Property. The parties acknowledge that Buyer intends to use the
Property for public purposes. Buyer reserves the right to make modifications to the Intended Use as
Buyer reasonably deems appropriate.
5.5. Brokerage. Both parties agree that Buyer and Seller hereby represent to each other that
neither party has dealt with or engaged a broker with respect to the transaction contemplated herein.
Each party hereby agrees to indemnify the other from and against any claim for brokerage commission
or finder's fee asserted by any other person, firm or corporation claiming by, through or under said
party.
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5.6. Seller Warranties. Buyer acknowledges that,except as expressly stated above,Seller
has made no representations or warranties, written or oral, express or implied, with respect to the
Property. During the period that this Contract is in effect, Seller shall maintain the Property in its
current condition,reasonable wear and tear excepted.
5.7. Assignment. Buyer shall have the right to assign its rights and privileges under this
Contract to any entity which controls,is controlled by or under common control with Buyer;provided,
however,that such assignment shall not relieve Buyer of any obligations hereunder.
5.8. Seller Not to Convey. Seller shall not convey any interest in the Property after the
signing of this Contract without the prior joinder or written consent of the Buyer.
5.9. Extensions of Closing Date. Buyer shall have the unilateral and absolute right to
exercise one thirty(30) day extension of the Closing Date. Buyer shall exercise the extension by
providing at least three (3) days' written notice to Seller. Any other extension shall be by mutual
agreement of the parties.
5.10. Headings; Entire Agreement; Governing Law. The headings contained in this
Contract are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Contract. This Contract constitutes the entire agreement and supersedes all prior agreements
and understandings,both written and oral,among the parties with respect to the subject matter hereof,
and this Contract may be executed in separate counterparts,each of which shall be deemed an original,
and all which shall constitute one and the same instrument. This Contract shall be governed in all
respects,including validity,interpretation and effect,by the laws of the State of Florida.
IN WITNESS WHEREOF,the parties have executed this instrument as of the day and year
indicated below.
Signed, sealed and delivered SELLER:
in the presence of•
DEBORAH F.DEAN,a single woman.
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i Signed, sealed and delivered BUYER:
in the presence of:
THE CITY OF CAPE CANAVERAL
a Florida/ municipal corporation.
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ROCKY RANDEL,
/f ) X Mayor Ea , ayor
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(prim✓' .f�Cl�c✓ I7j e ATTEST:
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'. . ANGE A APPER 0 ,City Clerk
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