2020-R-13 - Sale of Propety at 401 Timaquan Trail RESOLUTION NO. 2020-R-13
A RESOLUTION OF THE CITY OF EDGEWATER,
FLORIDA AUTHORIZING THE SALE OF SURPLUS
PROPERTY LOCATED AT 401 TIMAQUAN TRAIL,
EDGEWATER, FLORIDA; AUTHORIZING THE MAYOR
TO EXECUTE DEEDS AND OTHER INSTRUMENTS TO
EFFECTUATE SAID SALE; REPEALING RESOLUTIONS
IN CONFLICT HEREWITH; PROVIDING FOR
SEVERABILITY AND ESTABLISHING AN EFFECTIVE
DATE.
WHEREAS, the City of Edgewater owns property located at 401 Timaquan Trail,
Edgewater, Florida (the "Property"); and
WHEREAS, on December 2, 2019, the City Council declared the Property to be surplus;
and
WHEREAS, on or about January 23, 2020, the City entered into a Vacant Land Contract
with ERA Investments 1, LLC to sell the surplus Property. A copy of the Vacant Land Contract
is attached hereto as Exhibit A; and
WHEREAS, pursuant to Chapter 166, Florida Statutes, and Article VIII of the State
Constitution, the City is authorized and empowered to sell surplus City property; and
WHEREAS, The City Council of the City of Edgewater deems the above described sale
of the surplus Property to be for a public purpose and in the best interest of the citizens of the
City of Edgewater.
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Edgewater
Florida.
SECTION 1. Authority. The City Council of the City of Edgewater has the authority to
adopt this Resolution pursuant to Article VIII of the Constitution of the State of Florida and
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#2019-R-13
Chapter 166, Florida Statutes. The foregoing recitals are hereby incorporated herein by this
reference and are legally ratified and confirmed as being true.
SECTION 2. Sale Authorized. The City Council of the City of Edgewater hereby
authorizes the sale of the Property to ERA Investments I, LLC, in accordance with the Vacant
Land Contract, Exhibit A.
SECTION 3. The Mayor of the City of Edgewater,the City Manager,the City Clerk and
the City Attorney are hereby authorized to execute any and all deeds or other instruments
j necessary to effect the sale of the Property and otherwise perform the obligations owed under the
Vacant Land Contract.
SECTION 4. Conflicting Provisions. All resolutions or parts of resolutions in conflict
herewith are hereby repealed.
SECTION 5. Severability and Applicability. If any portion of this resolution is for
any reason held or declared to be unconstitutional, inoperative, or void, such holding shall not
affect the remaining portions of this resolution. If this resolution or any provisions thereof shall
be held to be inapplicable to any person, property, or circumstances, such holdings shall not
affect its applicability to any other person, property, or circumstance.
SECTION 6. Effective Date. This resolution shall become effective immediately upon
passage and adoption.
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SECTION 7. Adoption.
After Motion by Cax ) with Second by
U '� e, the vote on this resolution held on April 6, 2020 was as
follows:
AYE NAY
Mayor Mike Thomas e_x ' '�s ted
Councilwoman Christine Power '\14
Councilwoman Kimberly Klein-Yaney
Councilwoman Megan O'Keefe
Councilman Gary Conroy
PASSED AND DULY ADOPTED this 6th day of April, 2020.
ATTEST CITY COUNCIL OF THE
CITY OF E EWATER, FLORIDA
By:
Robin L. Matusick (/"ai�'C roy
City Clerk/Paralegal Vic ayor 0
For the use and reliance only by the City of Approved by the City Council of the City of
Edgewater, Florida. Approved as to form and Edgewater during the Council meeting held on
legality by: Aaron R. Wolfe, Esquire the 6th day of April 2020.
City Attorney
Doran,Sims,Wolfe,Ciocchctti&Yoon
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rnett
Vacant Land Contract roup, Inic
111."911711091
41• 1 Sale and Purchase: CITY OF EDGEWATER ('Seller )
2. and ERA Investments 1,LLC ("Buyer")
3 (the'parties")agree to sell and buy on the terms arid conditions specified below the property("Property")
4 described as:
51 Address. 401 TIMAQUAN TRAIL, EDGEWATER, FL 32141
61 Legal Description: 52-17-34 LOT 3A PARKTOWNE INDUSTRIAL CENTER MB 52 PG 23 EXC S 995.92 FT AS
7 MEAS ON EtL PER OR 4920 PG 3041 -------
10
III SEC—1TWP/—IRNG—of Volusla County,Florida.Real Property ID No.:
12including all improvements existing on the Property and the toilowing additional property:
13
14 2. Purchase Price: (U.S.currency).......... . ........ ................... ............. ..................................... $ 25,000.00
15 All deposits will be r-.ade payable to"Escrow Agent"named below and held in escrow by:
18, Escrow Agent's Narne. City of Edgewater
17, Escrow Agent's Contact Person; in
is, Escrow Agent's Address: P.D. Box 100,Edgewater, FE 32141
19, Escrow Agent's Phone: ------- 386-424-24M
20* Escrow Agent's Email: rmaTusF—ck@cityofedgewater.org
21 (a) Initial deposit(SO if left blank)(Check If applicable)
22* � accompanies offer
23* —1 will be delivered to Escrow Agent withirdays(3 days if left blank)
24- after Effective Date .......--............. ............... —...... ..1...1.1......I................................... 2 500.00
25 (b) Additional deposit will be delivered to Escrow Agent(Check if applicable)
26 7 within (jays(10 days if left blank)after Effective Date
27- LF]within days(3 days if left blank)after expiration of Feasibility Study Period ..... $ 0.00
28' (c) Total Financing(see Paragraph 6)(express as a dollar amount or percentage).................. $0.00
29. (d) Other- ...... $ O.On
30 (c) Balance to close(not including Buyer's closing costs,prepaid items,and prorations)
31 to be paid at closing by wire trdrsfef or other Collected funds......... ......... ... $ 22,500.00
38* M (Complete only if purchase price will be determined based on a per unit cost instead of a fixed price.)The
33' unit used to determine the purchase price is 7 1.., '2 acre :1 square foot 7,other(specify),
34* prorating areas of less than a full unit.The purchase price will be$ _ per unit based or, a
35 calculation of total area of the Property as certified to Seller and Buyer by a Florida licensed surveyor in
36 accordance with Paragraph 3(c). The following n9rits of way and other areas will be excluded from the.
37* calculation
38 3. Time for Acceptance; Effective Date: Unless this-.ffer is signed by Seller and Buyer and an executed copy
39* delivered to all paries on or before I this offer will be withdrawn and Buyer's deposit,if
40 any,will be returned.The lime for acceptance of any counter-offer wfl!be 3 days after the date the counter-offer is
41 delivered.The"Effective Date"of this contract is the date on which the last one pif the Seller and Buyer has
42 signed or initialed and delivered this offer or the final counter-ofter. rj�er p4�--c*'-w-
X S
43* 4. Closing Date: 7�,!s transaction'will dose on 0(' be-f'00f— qO 6_-I�Closing Date'), unless specific'a,;fy-
44 extended by other provisions of this contract The Closing Date will prevail over all other time periods including,but
45 not limited to, Financing and Feasibility Study periods. However, if the Closing Date occurs on a Saturday,
46 Sunday,or national legal holiday, it will extend to 5:0-'p.m. (where the Property is located)of the next business
47 day, In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property
48 insurance,Buyer may postpone Closing for up to 5 days after the insurance underwriting suspension is lifted.If
49 this transaction does not close for any reason. Buyer will immediately return all Seller provided documents and
other items.
5' 5. Extension of Closing Date: If Paragraph 6(b)is cheCKed and Closing Funds from Buyer's iender(s)are not
52 available on Closing Date due td Consumer Financial Protection Bureau Closing Disclosure delivery requirements
Buy.(�41-7( 1,o' pages
7
__-j and Seller acknowledge re of a copy of Mis page.,-vrilCM is
VAC-'2 Re.81*9 gun Is=iorwa keap"e
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53 l"CFPB Requirements"), if applicable,then Closing Date shall be extended for such period necessary to satisfy
54 CFPB Requirements,provided such period shall not exceed 10 days.
55 6. Financing: (Check as applicable)
56* (a) Z Buyer will pay cash for the Property with no financing contingency.
57 (b) n This contract is contingent on Buyer qualifying for and obtaining the commitment(s)or approval(s)specified
58* below('Financing*)within days after Effective Date(Closing Date or 30 days after Effective Date,
59* whichever occurs first,if left blank)("Financing Period").Buyer will apply for Financing within_days
60 after Effective Date(5 days if left blank)and will timely provide any and all credit, employment,financial, and
61 other information required by the lender, If Buyer, after using diligence and good faith, cannot obtain the
62 Financing within the Financing Period, either party may terminate this contact arid Buyer's deposits)will be
63 returned,
6A (1) ONew Financing: Buyer will secure a cornmi,ment for new third party financing for
65' or _%of the purchase price a,(Check one) Ela fixed rate not exceeding_% Can
66* adjustabie interest rate not exceeding_%at origination(a fixed rate at the prevading interest rate
67 based on Buyer's creditworthiness if neithe, choice is selected).Buyer will keep Seller and Broker fully
68 informed of the loan application status and progress and authorizes the lender or mortgage broker to
613 disclose all such information to Seller and Broker.
70- (2) D Seller Financing: Buyer will execute a I first --]second purchase money note and mortgage to
71, Seller in the afTIOLnt of bearing annual interest at and payable as follows:
72-
73 The mortgage, note,and any security agreement will be in a form acceptable to Seller and will 11`4(;w;
74 forms generally accepted in the county where the Property is located.will provide for a late payment fee
75 and acceleration at the mortgagee's option if Buyer defaults'. will give Buyer the right to prepay without
7b penalty all or part of the principal at any time(s)with interest only to date of payment.will be due on
77 conveyance or sale,will provide for release,of contiguous parcels, if applicable;and will require Buyer to
Ile keep liability insurance on the Property,with Seller as additional named insured.Buyer authorizes Seller
79 to obtain credit,employment,and other necessary information to determine creditworthiness for the
W financing.Seller will,within 10 days after Effective Date,give Buyer written notice of whether or not Seller
111111 will make the loan
82- (3) - Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mcr1,gaq, *,-to
84 LN# in the approximate amount of$ currently payable at
85, $ per month, including principal.interest Ei taxes and insurance,and having a
ne C',fixed other(describe)
87 interest rate of %which �will Owill not escalate upon assumption.Any variance in the mortgage
88 will be adjusted in the balance due a,closing with no adjustment to purchase price. Buyer will purchase.
Seller's escrow account dollar for dollar. If the interest rate upon transfer exceeds %or the
90. assumption/transfer fee exceeds$ —.either oarty may elect to pay the excess,failing
91 which this contract will terminate; and Buyer's deposit(s)will be returned. If the lender disapproves Buyer,
92 this contract will terminate;and Buyer's deposit(si will be retumed.
93* 7. Assignability: (Check one)Buyer C. may assign and thereby be released from any further liability under this
94 contract, may assign but not be released from liability under this contract,or 0 may not assign this contract,
95, 8. Title: Seller has the legal capacity to and will convey marketable title to the Property by 7 statutory warranty
96* deed 0 special warranty deed El other(specify) free of liens,easements
97 and encumbrances of record or known to Seller,but subject to property taxes for the year of closing,covenants,
98 restrictions, and public utility easements of record,existing 4oning and governmental regulations,and (list any
99* other matters to which title will be subject)
100 provided there exists at closing no violation of the foregoing.
101 (a) Title Evidence: The party who pays for the owner's title insurance policy will select the closing agent and pay
102 for the title%earcn,including tax and lien search(including municipal lien search)if performed, and all other
103 fees charged ov closing agent.Seller will deliver to Buyer,at
104' (Check one) x Seller's Buyer's expense and -
105* (Check one) within days after Effective Date at least "lays before Closing Date
106 (Check one)
107 (1) 7 a title insurance com(nitment by a Florida licensed title insurer setting forth those matters to be
108 discharged by Seller atq' r before I closing and, upon Buyer recording the deed, an owner's policy in the
BUYW 49 -1 and Sefiw 1h�� rXY*Jedqe r eCelpl')f a copy of ttlS PagOr which is 2 of 7 Dager.
VAC-12 Ro-5119 Q201V Ficrift ReagYsl
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109 amount of the purchase price for fee simple title subject only to the exceptions stated above- If Buyer is
110 paying for the owner's title insurance policy and Seller has an owner's policy, Seller will deliver a copy to
III Buyer within 15 days after Effective Date.
112' (2) [1 an abstract of tide, prepared or brought current by an existing abstract firm or certified as correct by an
113 existing firm. However,if such an abstract is not available to Seller,then a prior owner's title policy
114 acceptable to the proposed insurer as a base for reissuance of coverage may be used.The prior policy will
115 include copies of all policy exceptions and an update in a format acceptable to Buyer from the policy
116 effective date and certified to Buyer or Buyer's closing agent together with copies of all documents
117 recited ir, the prior policy and in the update.F such an abstract or prior policy is not available Seller
118 then 1,1)above will be the title evidence.
119* (b) Title Examination:After receipt of the title evidence,Buyer will, within days(10 days it left blank)but
120 no later than Closing Date,deliver written notice to Seller of title defects- Title will be deemed acceptable to
121 Buyer if(i)Buyer fails to deliver proper notice of defects or(it)Buyer delivers proper written notice and Seller
122 cures the defects within — ,,days(30 days if left blank)("Cure Period" after receipt of the notice It the
123 defects are cured within the Cure Period,closing will occur within 10 days after receipt by Buyer of notice of
124 such cure.Seller may elect not to cure defects V Seller reasonably believes any defect cannot be cured within
125 the Cure Period. If the defects are not cured wittitri the Cure Period,Buyer will have 10 days after receipt of
126 notice of Seller's inability to cure the defects to elect whether to terminate this contract or accept tide subject
127 to existing defects and close the transaction without reduction in purchase price.
128 (c) Survey: Buyer may, at Buyer's expense,have the Property surveyed and must deliver written notice to
129 Seller,within 5 days after receiving survey but not later than 5 days before Closing Date, of any
130 encroachments on the Property,encroachments by the Property's improvements on other lands,or deed
131 restriction or zoning violations.Any such encroachment or violation will be treated in the same manner as a
132 title defect and Sellar's and Buyer's obligations will be determined in accordance with Paragraph 8(b).
133 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.
134 9. Properly Condition: Seller will deliver the Property to Buyer at closing in its present"as is"condition with
136 conditions resulting from Buyer's Inspections and casualty damage,if any,excepted Seller will not engage in or
136 permit any activity that would materially alter the Property's condition without the Buyer's prior written consent.
137 (a) Inspections: (Check(1)or(2))
138 (1) 17 Feasibility Study: Buyer will,at Buyer's expense and within ,ays;3u clays if left blair k)
139 ('Feasibility Study Period")after Effective Date and in Buyer's sole and absolute discretion,determine
140 whether the Property is suitable for Buyer's intended use. During the Feasibility Study Period,Buyer may
141 conduct a Phase I environmental assessment and any other tests, analyses,surveys,and investigations
142 ("Inspections')that Buyer deems necessary to determine to Buyer's satisfaction the Property's
143 engineering,architectural, and environmental properties;zoning and zoning restrictions'subdivision
I" statutes;soil and grade;availability of access to public roads, water, and other utilities;consistency with
145 local,state,and regional growth management plans, availability of permits,government approvals. and
146 licenses,and other inspections that Buyer deems appropriate.If the Property must be rezoned, Buyer will
147 obtain the rezoring from the appropriate government agencies. Seller will sign all documents Buyer is
148 required to file in connection with development or rezoning approvals. Seller gives Buyer,its agents,
149 contractors, and assigns,the right to enter the Property at any time dunng the Feasibility Study Penod for
ISO the purpose of conducting Inspections,provided, however,that Buyer, its agents, contractors, and assigns
151 enter the Prop"and conduct Inspections at their owr risk. Buyer will indemnify and hold Seller
152 harmless from losses,damages.costs,claims,and expenses of any nature,including attorneys'fees,
153 expenses,and liability incurred in application for rezoning or related proceedings,and from liability to any
154 person,arising from the conduct of any and all Inspections or any work authorized by Buyer Buyer will
155 not engage in any activity that could result in a construction lien being filed against the Properly without
156 Seller's prior written consent. If this transacton does not close. Buyer will,at Buyers expense.(i)repair
157 all damages to the Property resulting from the Inspections and return the Property to the condition it was in
158 before conducting the Inspectio-s arid(ii)release to Seller all reports and other work generated as a
159 result of the Inspections.
160 Before expiration of the Feasibility Study Perod, Buyer must deliver written notice to Seller of Buyer's
161 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice
162 requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its'as is"
163 condition. If the Propeirty is unacceptable to Buyer and written notice of th;s fact is timely delivered to
164 Seller,this contract At be deer-red terminated, and Buyer's deposits),AnN be returned
Buy-/L/&-(—)and Soli a&nowiedge rev aspi Y a--opv cfms page,whims i of 7 o�ws
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165 (2) '7 No Feasibility Study:Buyer is satisfied that the Prop"is suitable for Buyer's purposes,including
166 tieing satisfied that either public sewerage and water are available to the Property or the Property will be
167 approved for the installation of a well andlor private sewerage disposal system and that existing zoning
168 and other pertinent regulations and restrictions, such as subdivision or deed restrictions,concurrency,
169 growth management, and environmental conditions, are acceptable to Buyer.This contract is not
170 contingent on Buyer conducting any further investigations.
171 (b) Government Regulations:Changes in government regulations and levels of service which affect Buyer's
172 intended use of the Property will not be grounds for terminating this contract if the Feasibility Study Period has
173 expired or if Paragraph 9(a)(2)is selected.
174 (c) Flood Zone: Buyer is advised to verify by survey,with the lender,and wth appropriate government agencies
175 which flood zone the Property is in, whether flood insurance is required,and what restrictions apply to
1176 improving the Property and rebuilding in the event of casualty.
177 (d) Coastal Construction Control Line("CCCL"): If any part of the Property lies seaward of the CCCL as
178 defined it Section 161,053, Florida Statutes, Seller will provide Buyer with an affidavit or survey as required
179 by law delineating the line's location or the Property, unless Buyer waives this requirement in writing. The
15C Property being purchased may be subject to coastal erosion and to federal,state, or local regulations that
181 govern coastal property,including delineation of the CCCL,rigid coastal protection structures, beach
182 nourishment.and the protection of marine turtles.Additional information can be obtained from the Florida
183 Department of Environmental Protection, including whether there are significant erosion conditions associated
1114 with the shore line of the Property being purchased.
185, El Buyer waives the right to receive a CCCL affidavit or survey.
186 10. Closing Procedure;Costs: Closing will take place in the county where the Property is located and tray be
187 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title
I" binder effective date and recording of Buyer's deed,closing agent will disburse at closing the not sale proceeds to
189 Seller(in local cashier's check if Seller requests In writing at least 5 days before closing)and brokerage tees to
190 Broker as per Paragraph 21.In addition to other expenses provided;n this contract, Seller and Buyer will pay the
191 costs indicated below.
192 (a) Seller Costs:
193 Taxes on deed
194 Recording fees for documents needed to cure tide
195 Title evidence('f applicable under Paragraph 8)
196 Estoppel Fee(s)
197' Other: Normal Seller Costs
ISO (b) Buyer Costs:
199 Taxes and recording fees on notes and mortgages
200 Recording fees on the deed and financing statements
201 Loa.,i expenses
2(1? Title evidence(if applicable under Paragraph 8)
203 Lender's title policy at the simultaneous issue rate
K4 Inspections
MiS Survey
206 Insurance
207• Other Normal Buyer Costs
(c) Prorations: The following items will be made current and prorated as of the day before Closing Date: real
209 estate taxes(including special benefit tax liens imposed by a CDD),interest,bonds,assessments,leases, aric
210 uther Property expenses and revenues. If taxes and assessmant5 for the current year canniot be determined,
211 the previous year's rates will be used with adjustment for any exemptions.
212 (d) Special Assessment by Public Body: Regarding special assessments imposed by a public body. Seller will
213 pay(I)the full amount of liens that are certified,confirmed,ano ratified before closing and(ii)the amount of the
214 last estimate of the assessment if an improvement is substantially completed as of Effective Date but has not
215 resulted in a lien before closing and Buyer will pay all other amounts.If special assessments may be paid in
216* installments,,Z] Seller J Buyer(Buyer if left blank)will pay installments due after closing. If Seller is
217 chocked, Seller will pay the assessment-n full before or at the time of closing.Public body does riot iniciucle a
218 Homeowners'or Condominium Association.
219 (9) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT REL Y ON THE SELLER'S CURRENT
220 PROPERTY TAXES PS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO
221 PAY IN THE YEAR BSE)CAJENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY
Suye`4;� _)and Sei ge tecaipt of a copy of this page.wNch is 4 of 7 pages
VAC-12 Rev$419 WO 19 FbrWe RadRoW
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222 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER
223 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION,CONTACT THE
224 COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION
225 (f) Foreign Investment in Real Property Tax Act("FIRPTA"): If Seller is a'foreign person"as defined by
226 FIRPTA, Seller and Buyer will comply with FIRPTA,which may require Seller to provide additional cash at
227 closing,
228 (g) 1031 Exchange: If either Seller or Buyer wish to enter into a like-kind exchange(either simultaneclusty with
229 closing or after)under Section 1031 of the Internal Revenue Code("Exchange"),the other party will cooperate
230 in all reasonable respects to effectuate the Exchange including executing documents,provided,however, that
231 the cooperating party will incur no liability or cost related to the Exchange and that the closing will not be
232 contingent upon,extended,or delayed by the Exchange.
233 11. Computation of Time: Calendar days will be used when computing time periods,except time periods of 5 days
234 or less.lime periods of 5 days or less will be computed without including Saturday,Sunday,or national legal
235 holidays specified in 5 U.S.C.6103(a).Any time period ending on a Saturday,Sunday,or national"I holiday will
236 extend until 5:00 p.m. (where the Properly is located)of the next business day. Time is of the essence in this
237 contract.
238 12. Risk of Loss; Eminent Domain: If any portion of the Property is materially damaged by casualty before dosing
239 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain
2AO proceedings or an eminent domain proceeding is initiated. Seller will promptly inform Buyer. Either party may
241 terminate this contract by written notice to the other within 10 days after Buyer's receipt of Seller's notification.
242 and Buyer's deposit(s)will be returned,failing which Buyer will close in accordance with this contract and receive
245 all payments made by the governmental authority or insurance company,if any.
244 13. Force Majeure: Seller or Buyer will not be required to perform any obligation under this contract or be liable to
245 each other for damages so long as the performance or non-performance of the obligation is delayed,caused,or
246 prevented by an act of God or force majeure An"act of God or"force majeure"is defined as hurricanes,
247 earthquakes,floods,fire,unusual transportation delays,wars,insurrections,and any other cause not reasonably
248 within the control of Seller or Buyer and which by the exercise of due diligence the non-performing party is unable
249 in whole or in part to prevent or overcome.All time periods, sncluding Closing Date,will be extended for the period
250 that the act of God or force majeure is in place.However,in the event that such act of God or force majeure event
251 continues beyond 30 days,either party may terminate this contract by delivering written notice to the other,and
252 Buyer's deposit(s)will be returned.
253 14. Notices: All notices will be in writing and delivered to the parties and Broker by mail, personal delivery, or
254 electronic means. Buyer's failure to timely deliver written notice to Seller,when such notice is required by
255 this contract, regarding any contingency will render that contingency niull and void,and this contract will
256 be construed as if the contingency did not exist.Any notice, document, or item delivered to or received by
257 an attorney or licensee(including a transactions broker)representing a party will be as effective as if
284 delivered to or received by that party.
259 15. Complete Agreement: Persons Bound: This contract is the entire agreement between Seller and Buyer
260 Except for brokerage agreements, no prior or present agreements will bind Seller,Buyer,or Broker unless
261 incorporated into this contract.Modifications of this co,,tract will not be binding unless in writing, signed or
262 initialed and delivered by the party to be bound. Electronic signatures wiff be acceptable and bidding.This
263 contract signatures. .nitials, documents referenced in this contract,counterparts,and written modifications
284 communicated electronically or on paper will be acceptable for all purposes,including delivery,and will be thriding.
265 Hanc!wntten or typewritten terms inserted in or attached to this contract prevail over preprinted terms, If any
266 provision of this contract is or becomes invalid or unenforceable, all remaining provisions will continue to be.fully
267 effective. Seller and Buyer will use diligence and good faith in pertorming all obligations under this contract.This
268 contract will not be recorded in any public record. The terms"Seller,''Buyer,"and"Broker' may be singular or
269 plural,This contra-t is binding on the heirs,administrators. executors, personal representatives,and assigns if
270 permitted. of Seller Buyer and Broker.
271 16. Default and Dispute Resolution: This contract will be construed urdet Florida law.This Paragraph will survivc,
272 closing or termination of this contract.
271 'a) Seller Default: If Seller faits, neglects,or refuses to perform Seller's obligations under this contract Buyer
274 may elect to receive a return)of Buyer's deposit(s)without thereby waiving any action for damages resulting
275 from Seller's bireac�and may seek to recover such damages or seek specific oerformance. Seller will also be
t of th
276 Iia le for the fullbrokerage fee
Bu L_)aria Seiler nci%ledge raceipt of a copy of this cage,mucri is f of 7 pages
VAC-12 Fbw 8/19 02019 Fkwift RoakwoO
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277 (b) Buyer Default: if Buyer tails,neglects, or refuses to perform Buyer's obligations under this contract,
278 including payment of deposit(s),within the time(s)specified, Seller may elect to recover and retain the
279 deposit(s), paid and agreed to be paid,for the account of Seller as agreed upon liquidated damages.
280 consideration for execution of this contract, and in full settlement of any claims,whereupon Seller and Buyer
281 will be relieved from all further obligations under this contract,or Seller,at Seller's option may proceed in
282 equity to enforce Seller's rights under this contract.
283 17. Attorney's Fees: Costs: In any litigation permitted by this Contract,the prevailing party shall be entitled to
284 recover from the non-prevailing party costs and fees,including reasonable attorney's fees, incurred in conducting
2185 the litigation. This Paragraph 17 shall survive Closing or termination of this Contract.
286 18. Escrow Agent; Closing Agent: Seller and Buyer authorize Escrow Agent and closing agent(collectively
287 'Agent")to receive,deposit,and hold funds and other items in escrow and,subject to Collection,disburse them
288 upon proper authorization and in accordance with Florida law and the terms of this contract,including disbursing
289 brokerage fees."Collection'or"Collected*means any checks tendered or received have become actually and
290 finally collected and deposited in the account of Agent. The parties agree that Agent will not be liable to any person
291 for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's williful breach of this
292 contract or gross negligence. If Agent interpleads the subject matter of the escrow,Agent will pay the filing fees
293 and costs from the deposit and will recover reasonarile attorneys'fees and costs to be paid from the escrowed
294 funds or equivalent and charged and awarded as court costs in favor of the prevailing party.
295 19. Professional Advice; Broker Liability: Broker advises Seller and Buyer to verity all facts and representations
296 that are important to them and to consult an appropriate professional for legal advice(for example,iriterpreting this
297 contract, determining the effect of laws on the Property and this transaction,status of title,foreign investor
298 reporting requirements,the effect of property lying partially or totally seaward of the CCCL, etc,)and for tax,
299 property condition,environmental, and other specialized advice Buyer acknowledges that Broker does not reside
300 in the Property and that all representations(oral,written,or otherwise)by Broker are based or Seller
301 rppreseitations or puhlir acorns_Buyer agrees to rely solely on Seller,professional inspectors,and
302 government agencies for verification of the Property condition and facts that materially affect Property
303 value. Seller and Buyer respectively will pay all costs and expenses, including reasonable attorneys'fees at all
304 levels. incurred by Broker and Broker's officers,directors,agents,and employees in connection with or ansing
305 from Seller's or Buyer's misstatement or failure to perform contractual obligations. Seller and Buyer hold
306 narmless and release Broker and Broker's officers,directors,agents,and employees from all liability for loss or
307 damage based or(1)Seller's or Buyer's misstatement or failure to perform contractual obligations;(it)the use or
308 display of listing data by third parties,including,but not limited to,photographs,images,graphics,video
309 recordings,virtual tours,drawings..written descriptions,and remarks related to the Property'.(iii)Broker's
310 performance,at Seller's or Buyer's request,of any task beyond the scope of services regulated by Chapter 475,
311 Florida Statutes,as amended. including Broker's referral,recommendation,or retention of any vendor-,(iv)
312 products or services provided by any vendor;and(v)expenses incurred by any vendor Seller and Buyer each
313 assume full responsibility for selecting and compensating their respective vendors.This Paragraph will not relieve
314 Broker of statutory obligations. For purposas of this Paragraph. Broker will be treated as a party to this contract.
315 This Paragraph will survive closing.
316 20. Commercial Real Estate Sales Commission Lien Act: It the Property is commercial real estate as defined by
317 Section 475.701, Florida Statutes,the following disclosure will apply: The Florida Commercial Real Estate Sales
318 Commission Lien Act provides that when a broker has earned a commission by Worming licensed services
319 under a brokerage agreement with you,the broker may claim a lien against your not sales proceeds for the
320 broker s commission. The oroker's lien rights under the act cannot be waived before the commission is earned
321 21. Brokers: The brokers named below are collectively referred to as"Broker." Instruction to closing agent: Seller
322 and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in separate
3223 brokerage agreements with the parties and cooperative agreements between the Brokers,except to the extent
324 Broker h.as retained such fees from the escrowed funds. This Paragraph will not be used to modify any MLS or
325 other offer of compensation made by Seller or Seller's Broker to Buyer's Broker,
326' (a) no commission to be paid on this transaction (Seller's Broker)
327 will be compensated by 0 Seller E.,Buyer C both parties pursuant to El a listing agreement E)other
328• (specify)
329 (b) no commission to paid on this transaction (Buyers Broker)
330, willt�e compensated
ed yUI SoVer _E1B u ye r F.bath parties 'Se I le r s Broker pursua I to Ca MLS offer of
331 compensation J
Bu- and SaII0 edge
receiptif a copy of tills page whicri is 6 of 7 pa9ft
VAC-12 R. WIO 02019 Flands Hftaft-S*
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332 22. Addenda: The following additional terms are included in the attached addenda and incorporated into this Contract
333 (Check if applicable)
334 A. Back-up Contract
335 B. Other
336
337 23.Additional Terms: MS
338
339 Fidelity-National Title ComFanY, ew m a ear sall bete closing agent.
340
341 City Council on December meetingapproved sale, Sale can occur with 19 days after execution. r In.<,—A,6 A,
342,
343 The attached Temporary Construction Easement shall t:e made part of this contract, W I'161L VO t1_
344
345
346
347
346
349
350
351
352
353 COUNTER-OFFER/REJECTION
354 E, Seller counters Buyer's offer(to accept the counter-offer, Buyer must sign or initial the counter-offered terms and
356 deliver a copy of the acceptance to Seller).
356 El Seller rejects Buyer's offer
357 This is intended to besi4agaity binding contract. If not fully understood,seek the advice of an attorney before
358 signing.
359 Buyer: Date: /-Z3 ADZ o
36o- Print name, o v%S,
361' Buyer:__ Date:
362 Print name
353 Buyer's address for purpose of notice
364 Address:
365 Phone. Email:
366 Seller: t Date:
31997' Print name:
W* Seller: Date:
369• Print name
370 Seller's address for purpose of notice,
371 Address
372 Phone Fax- Emad:
373 Effective Date: (The date on which the last party signed or initiated and delivered the
374 final offer or counter offer.)
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VAC-:2 Rev Ws t 02019FWodeReaftorO
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1/9/2020 3:54,02 PM Instrumew,#2020005762#1 Book:7799 Page:2384
Doc Stamps$0.70 Transfer Amt$10 00
This instrument prepared by:
Marcia Naber
Voluji3 County Public Works Department
123 Wen Indiana Avenue
Deland,Florida 32720
Project Name IC,Street
Project Number P-5061
Parcel Number 713
TEMPORARY CONSTRUCTION EASEMENT
1 HIS AGREEMENT q is made and entered into this day of 20=-kAetween the CITY OF
EDGEWATER, a Municipal Corporation existing under the taws of the State of Flt a, whose mailing address is 104 N
Riverside Dr., Edgewater, FL 32132,hereinafter referred to as GRANTOR, and the COUNTY OF VOLUSIA, a political
subdivision of the State of Florida,whose address is 123 W Indiana Avenue,DeLand,Florida 32720-4262,hereinafter referred
to as GRANTEE.
WITNESSETH, that the GRANTOR, for and in consideration of 51000 and other valuable considerations, paid,
rccc;p( of which is hereby acknowledged, does hereby Want, unto the GRANTEE, permission to enter upon the following
dcs�nticd;ands
A portion of Tract A-3.?arktowne Industrial Center as recorded in Map Book 52,Pages 23-36 of the Public
Records of Volusia County.Florida.being more particularly described as follows,
Commence at the Northeast corner of said Tract A-3,thence S 221'0 I'l 4-E(S 2206'29*E plat),along the
East line of said Tract A-3,a distance of 50 10 feet to the irarsection with the South line of the North 50.00
feet of said Tract A-3 and the Point of Beginning thence continue along said East line a distance of 46.56
feet to the Northeasterly corner of the lands described it; Official Records Book 6677, Page 3361 of
albresatill Public Records,said corner a1sc being a point on a non-tangent curve concave southerly,said curve
having a radius of 5629.58 feet, a chord bearing of S 77*37'45" W and a chord distance of 106.51 feet
theme,departing said Fast line,run along the arc of said curve and along the North line of lands described in
said Official Records Book 6677,Page 3361,through a central angle of 01'05'02'*an are distance of 106.51
feet to a point of intersection with a line that is 105.00 feet west of and pivallel with the East line or said
Trac',A-3,thence run N 22°01'14"W,a distance of 60.66 feet to a point on a line*at is 25 00 feet south of
and parallel with the North line of said Tract A-3;thence rur,N 71'44'14"F,along said line,a distance of
58 63 feet to a point on a line that is 46,50 feet west of and parallel with the E&VE line of said Tract A-3;
thence run S 22'0 1'14"E,along said line,a distance of 115 05 feet to a point on a line that is 50,00 south of
and parallel with the North line of said Tract A-3,thence run N 71*44'14"1,along said line.a distance of
(a 60 feet to the Point of Beginning Described parcel contains 5.761 Sq,Ft.more or less,
The Property Appraiser's Parcel Identification Numotr of the Parent Parcel is 7452-22-OA-0034
In addition to all other common law covenants,this instrument contains the Covenant of Further Assurances
THIS EASEMENT is granted"or the purpose of performing the work necessary for the construction of 10'Sri"(in
accordance with the plans and specifications prepared for the Public Works Department, installation of a box culvert and
related railroad reconstruction This casement shall expire three(3)years from the date of the commencement of construction
or upon the completion of this project,whichever comes first
IN WITNESS WHEREOF ::ie said grantor has signed ana scaied these presents the day ano year first above wrintr.
Instrument#2020005762#2 Book:7799 Page2385
Signed,scaled and delivered
in the presence of(two witnesses)
required by Florida Law)
CITY OF
,�E�PD.G
�E
PkTF
- LU CO
01 TY '0 A
Witness Stg ore y Y),
3yor
ayor Mike Thomas
—K ATTES
Print
- ;mle
Robin Matusick,CMC
City Clerk/Par3legal
Ike (Seal)
YVitncAsignature
Print Name
STATE OF FLORIDA
COUNTY OF VOLUSIA
Before me personally appeared Mike Thomas and Robin Matusick to me well known and known to me to
be the Mayor and City CleiLlParalegal for the City of Edgewater,a municipal corporation named in the
foregoing instrument,and known to me to be the persons who as such officers of said corporation,
executed the same;and then and there the said Mayor and City Clerk/Paralegal did acknowledge before
me that said instrument is the free act and deed of said municipal corporation by them respectively
executed as such officers for the purposes therein expressed;that the seal thereunto attached is the
municipal corporate seal by their in like capacity affixed;all under authority in them duly vested by the
City Council of said corporation.
WITNESS my hand and official seal this day ot,
XD.2020.
Notary
C.
Notary �nature
VW
t t
(Pant ort
name)
My commission expires:
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