HomeMy WebLinkAboutFlorida Land Company Highlands Agreement -1979 04 26
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This i\br"emeat is made this _~rJ.. day of ~
be t\h" u II
, 1979,
FLOIU,,^ IJ\l'O.J COcU'ANY
(8 Florida C~rporation)
1560 Or~'tng\! Avenl.H?
Winter Park, FL 32790
hereinafter referred to as Seller, and
l>AYIWN CORPI1HATrON
(n f I ,rid.;! Ct>l:POr(l tion)
333 ~l.igui.n> lJoulevard
Orla"~o, FL 32814
hendnafter referred to as Buyer.
:f:ERf':A:" 5,LI 1(', is the O\;;jcr and duveloptJr of D pI" ntled uni t
dnv(;lop"h.'llt in the City of Uinter SprL11;s known as "The> Highlands," which
is ;1 rcn:ldc.l;.i<Jl ne11;hborhQod consisti:lg of single-fan1ily lots, l\\ulti-
fmnl i.'. tran,. of 1:111';, and common property for the benefit of residents
of The Highlands; and
UIILHL/\:;, Se.llcI' desir':~ll to s,~ll certain rro!"'2rty ilno to gnllH to
Buyer ,,'pti'Hnl to 1>\.\l'C\';HH~ c(!1'tain property owned by it in The Highlands on
the conditions stated herein; and
\1lIERE.\$. Buyer \,; n man\\fllcturin;; corporation which has Lllll,;stments
in 1:. 'li. estatc, and desires to acquire certain pcopecty [rom Seller within
The lJi,;hLHa',,; anJ
,mEHIli\,,,. Buyer (or its subsidi.ary. Delrcn Corpol:(ltion) also desil'''-',
to pun.hasL' r'le golf course known .)S "Sheoah Gel f Counse" adjaccllt to the
prop" :.y {,,,[nl; optieJ\!(,d herein, O\~ned by Golf Pat' > Inc., and lluyer has
ocgot.iilted the ['urch,'!:;,,, of sold 1;olf course, which purchast' shall be
,ICC,)!;,;,} islwd prior to or at the lldIne time as the cl(lsing of the put'chase
dellcr loud ;lCrein;' and
,:Hlmb\S, Frank L. Ul.lrd.ngton. Jr. (hereinafter referred to ;u;
"llarrlllf,ton") owns s t,oek in Golf Pal', Inc. and desires to cause Golf Par,
lne. !.J sell Sl)(~odh Golf Course tel Dayroo in coos ideratloll for the
asslgn",,,nl tll him of all or a portion of the right to ;lurchase and the
options granted herein; and
\,!1mREA,5, Sc l1er is willing to permit such ass ignment only becallse
Buyer has obtained the unconditional dismissal of a lawsuit bett>leen Seller
and Develol'l1.ent Enterprises, Inc., a corporation owned in part by Harrington;
and
iillElU';'\S, par t of the coosidera tion for the righ t to purchase and the
options granted herein ill Buyer's agreement to exert its best efforts and
full Clloperation. to obtain on behalf of Seller or its assigns a permi.t from
the norida Uepartment of Environmental Regulation to <lischarge effluent
from the ne..rby sewage treatment plant onto the p:olf course and tn
continuoud:: be in cUlf,pliance with all the requirements of such DER permit, and
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NOH, '1IlEJ{EFORl::, i.n consideration of the mutual promises and
covenants contained herein, and the monies to be paid hereunder,
Seller and Buyer agree as follows:
AIU1CLE 1 Dl,.F1N1'1'1ONS OF TERNS
1.1. "Golf Course" or "Sheoah Golf Course" shall mean all tlw real property
conunon 1y knol~n as Sheoah Golf Course and owned by Golf Par, Inc., together
with the clubhouse, storage facilities and other structures and all the
fixtures and personal property associated with the operation and maintenance
of tlw golf course, which is the subject of a purchase agreement between
Buyer, Golf Par, Inc., and Harring ton,
1.2. "Entire property" shall mean all the real property situated in Seminole
County, Florida, consisting of approximiltely 85.7 + acres, more ~ticUlarlY
described in Exhibit "A", attached hereto. .1 - P'"
OF SECoTIDN 'ltZ OF' ,.,1t,~LA/oJO.s J-I '
1. J. "Purchased property" shall mean till property to be purchase by
lluyer h{lreunder. cons is ting of l'ract "e.f shown on Exhibit "A",
1.4. "Optioned property" shall mean the property under option pursuant to
,this agreement, consisting of Tract 1 - 8 shown on Exhibit "A".
1..5. "Frank Harrington" or "Harrington" shall mean Frank L. llarrinf~ton, Jr.,
whose address is 61 Heetinghouse Road, Bedford, N.ll. 03102, and shall also
include Hny partnership, corporation or other entity which controls or has
ol>'llet's;,ip l)f the golf course or any entity which intends to receive or does
receive any assignment of any option granted herein from Buyer.
1. 6. "Development En terpriscs, Ine." or "DEI" shall mean the corpora tion
Develnpmcn t En terpr ises, Inc., a Florida corporation, the defendant -
counter plaintif f in the lawsuit referred to in paragraph 2.1. herein.
1.7. "DER" shall mean the Florida Repar tment of Environmental Regula tion.
1. 8. "DER Permi t" shall mean a permi t or permits from the m':l( allowing
treated sewage effluent from the NOI</SCO sewage treatment plant to be
discharged onto the golf course, including any and all conditions and
limitations contained in sllch permit.
1.9. "Option" shall meal1 the option rights granted herein in Article 6,
which in fact are a series of options exercisable over a period of years.
1.10. "Fll'st Option," "Second Option," and similar terms refer to the
sequence of options referred to in paragraph 6.2.
1.11 "Golf COllrse !(estric t10ns" shall mean those res tric tions attached
hereto as Exhibit "15" contained in that deed from norida Land Company to
Develcl'ment Enterprises, Inc, dated Nardi 28, 1972 and recorded at O.R.
Book 927, Page 155, Public Records of Seminole County, Florida.
1.12. "Guaranty Bank and Trust Company" shall mean Guaranty Bank and
Trus t Company, N.A., of Worcester.. Massachusetts, which holds the firs t
mortgage on the golf course.
1.13. "Golf Par, Inc," shall mean the corporate entity which is the
current title holder of the golf course, which corporation is owned
in part by Harrington.
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1.14. "Not,," shall refer to thilt note to be given by l.luyer to Seller
foi the loan of $200,000 to Buyer referred to in paragraph 5.2., a
form of which is attached as Exhibit "e".
1.15. "Nortgage" shall refer to that mortgage secLlring the note, referred
to above, which mortgage is described in paragraph 5.3. and a form of which
is attached as Exhibit "D".
1.16. "NOWSCO" shall mean North Orlando Water and Sewer Corp., a wholly-
owned subsidiary of Seller, which owns and operates the water and sewer
treatncnt facilities which serve much of the City of Winter Springs,
including all of The Highlands.
ARTICLE 2 - DISmSSAl. OF LA\4SUlT
/ 2. L l~,")5:':_~Bcl and Dismissa~. As partial considera tion for this agreement,
Buyer agrees to de Liver to Seller wi thin 15 days of the da te of this
agreement an executed Release, a form of which is attached hereto as
Exhibi t "n" \.;lwreby Development Enterprises, lue., a Florida corporation,
Ihlliam E. Berns rein, Frank Harrington and Cosmo E. Ningolla, and Florida
J..and Company, undertake to release each other from all claims or demands
invol.ved in the lawsuit between FLC and DEI styled Florida La!!.<L Company_
vs. , Case No. 75-9552 in the C;ircuit Court
of the Ni nth JudJcial Circuit, In and for Orange County, Florida. Attached
to said release shall be an executed JoJnt Stipulation of Dismissal with
Prejudice to be filed with the Circuit Court, and a slmJ.lar, executed
Joint Stipulation of Dismissal with Prejudice to be filed with the
Disedc t Court of Appeal for the Fourth District of Florida. :Failure of
Buyer to deliver said Release prior to the end of the 15th day following
the d,l te of this agreement shall be cause for Seller to declare this
agreement llull and void.
I 2.2. Qc"1Y,~S_L_()L Rt)le~,:,,~:.d_,l..?Jnt D:lsl!ti,;sa1.' Buyer understands that
Seller shall immediately upon receipt f:lle the two Joint Dismissals
mentioneJ above with the approprl<lte courts, thos putttng an end to the
li'l\~sui t between Seller and Development Enterprises, Inc. lluyer shall
deLiver the Release and the Jotnt Dismissals with the understanding that
neither !luyer nor Harrington nor Development Enterprises, Inc. shall
thereafter hilve any right to revive the lawsuit or to raise again the
issues con tained in tlla t Ii t:lga tion.
ARTICLE J - PURCHASE OF GOl.F COU!{SE
3.1. t:C'I(LL2}c.tLm:..!~L_(;.sdf C:om:se. The option property which is the
subject of this <\gre,~rnent is situated east of and partially adjacent to
an In-hole chall1pJol1ship golf course known as Sheoah Golf Course, with its
at tendan t clubhouse, main tenance equipment and storage faei Ii ti(~s . Buyer
intends to acquire said golf course from Golf Par, Inc" a Florida Corp-
orncien, and to tnilintain and operate the golf course in a competent manner
consistent with the surrounding development in The Highlands.
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3.2. /\3.:.!LujsHi<!.Il. of-.foH_Coursc a Prerequisite to Other Nattc~rs.
The acquisItion of the golf courSf~ is a prerequislteto-s-e'V';;;i:';;I-other
obligations of the parties contained in this agreement, and constitutes
partial consideration for the grant of the options mentioned in Article 6.
i\. The acquisition of the golf course free and clear of liens and
encumbrances except (a) a first mortgage no greater than $250,000, (b)
the golf course restrictions contained in Exhibit "D", and (c) easements
for public utili.ti.es .lnd drainage, is a condition precedent to Seller's
obligation to lend $200,000 to Buyer as mentioned in Article 5, ell1d is a
condition precedent to Seller's obligation to close on the purchased
proper ty mentioned in Article 6.
., U. The acquisition of the golf course 1.5 also a necessary
prerequisite to Buyer's ability to obtain necessary DER permits mentioned
in Articlf>, 4 of this agreement:.
C. It is l.he further understanding of the parties, and such
ulldcrstiJndinf; constitutes partial consideratIon for this agreement, thelt
Buyer's ownership and operatioupf the golf course will enhance the value
of not only the eotil:e property optioned to Buyer but also the property
reta i ned by Bel h'r wi thin The Highlands.
Seller shall give Buyer notice of any dissatisfaction with
the operatIon of the golf course ilS outlined in Sections 3.1. and
3.2.C. Such notice shall he g.ivell at least 30 days prior to Seller's
taki~g any action hereunder.
3.3. The golf course property is res tdc tcd by
the go contained in Exhibit "E" such tha t it is
"restricted for use as an IS-hole golf course, with related practice Dnd
clubhouse facilities for D periDd of fifteen years from (June, 1973)."
The restriction "shall terminat.e ot the end of ten years from (June, 1973)
for those portions of the lands not cOI\st1tuting part of the fairways.
roughs, l;n~eI\S, tees, cluhhouse or prac tice facilitit1s of the golf course."
The reDtrLctions parti.i.llly terminate automatIcally, as stated above, in
June of 1983. Seller agrees tl'<ll: it will not oppose the removal of such
restrlcU.o[\s which partially terminate in Jum~ of 1983, as to any propert.y
which fronts on State Road 1.34 and extends northward [or a depth of 600 feet;
and if, in the opinion of its counsel, it 1s legally permitted to do so, will
support the removal of such restrictions. Simi..1arly, Seller will not
oppose, and will support if it can legally do so, a change of zoning by
Buyer as to any of the property which does not constitute part of the fairways,
roughs, greens, tees, clubhollse or practice [<.cil1ties of the golf course and
which fronts on State Road 434 and is no greater in depth than 600 feet.
Sellcl' '.d,n not, however, be obLigated to support any removal of restrictions
or cha'~e of zoning as to any property which does constitute part of the
fainliJ)'s, roughs, greens, tees, clubhouse or prac tice faci l:i ties of the golf
course, or which does not front on State Road 434. Any zoning changes
SUPi'ortf~d by or acquiesced 1n by Seller shall be done so only on the
condi tion that a reasonably comparable golf course remains.
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ARTICLE; 4 - DcR PERNlTS
4,1. Bn~:)<:'S.Lcz.~:II~.~. Se Her owns and con troIs Nor th Or Lando Wa ter and
Se\~er Corp. (N()\~SCO). a public utility which suppl.i.es water and SeWt1r
sQrvice to a large portion of the City of Winter Springs, including The
!i.tghlamls. NOI.JSCO is regulated by many govetmnental agencies, including
The City of Winter Springs. the Florida Public Service Commission, and
the Florida Department of Environmental Regulation ("IlER"). NOWSCO
operates a sewi1ge treatment plant whlch is situated to the west and
adjacent to the golf course, and which discharges treated effluent
into two lakes located within the golf course which <ire owned by
Sdler. The treated effluent is put into tbe lakes and used for irrigation
of the golf course.
4.2. 1PJ~!"LI:..?:,!:,.:l,.().f.lJ2I"...t<!rmi t:~.. Buyer agrees that it will (a) by itself
or in conjunction with Golf Par, Inc., the current owner of the golf course,
join with NOHSCO 1.n making whatever appH.cations may be necessary or desirable
to obtllin appropriate permits from the DER for the discharge of sewage
effluent; llnd (b) by itself or in conjunction with Golf Par, Inc., and
v.all the assistance of NOWSCO, make whatever applications may be necessary
or des Lrahl e to obtain approprIate perml tS from the DER for the discharge
of sew.,i;t! eff Luent onto tho golf course. Buyer agrees to proct~ss such
"pplications di..l.igent1y and to mw its best efforts to obtain such permits
ilS qukkly as possible. The parties agree to cooperate fully with each
Olh~r to gel all such permits.
i. . .l.. s.!!!!E:ll!!.!~"c.e.~:~.itll.!EE.~J;;;12~2i...!..eE.l!!.l~.?.. Tilt, permi ts to be ob tained
ft'om the DER shall be to the effect that the NOHSCO sewage treatment plant
adjacent to the golf course may operate to its full design capacity by
dLschacg I.ng :1 tl; treated effluent into the lakes on the goH course ,lnd
thence onto the golf course by irrigation. Buyer, for itself and its
assigns, agrees to operate the golf course in such a manner as to fully
comply '1ith the conditions of any such permi Cf,. including any permi ts
which now exist or which may be obtained. Buyer shall, at all times,
continue to use its best efforts to comply with the conditions of the
DER permit, and its fa Hure to do so shall extinguish Seller' s obliga tion
to close on any of the options granted in Article 6. (Buyer, however,
sr."ll not lw required to spray irrigate the golf course if that would
cause excessive water to accumulate on the golf cOllrse which would be
, , injurious to the turf or other vegetation, or unreasonably interfere
with and/or prohibit play on the golf course.)
l, .fl. ~~. ilnd ~~.!?f Improvements. Seller agrees to pay all
Glpital costs \{hicb may he necessary to comply \,tth any DER permits
issLled to NO\"SCO or to Buyer. Such costs IlIay include, but not he
U.mi ted to, the cos t of installing additional irriga ti.on systems,
constructing additional swales or herms, installing water drainage
control s truc Cures. adding to or replacing existing sys t.ems or strllcture>;
and the like., After such systems are installed, at Seller's expense,
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Buyer shall pay all expenses of normal operation and maintenance of all
golf course syst(~l11S, but Selh1r shall re:lmbUrS(1 Buyer for the expenses
associated with the additional systems required by the DIm permits.
Seller, its assigns or ilgents, shall have the right to go upon the
golf course at reasonable times to construct such improvements and
to inspect them. 8uyer further agrees that Seller. at its cost, and
on reasonable notice to Buyer, may make additional improvem€mts
to the golf course, provided that (a) such improvemmll:s are required
by tbn DER or any other govel:nmentnl ..gene)' hiwing jurisdictton, (b)
such l.rnpt'ovement.s do not, after t.hey are construct.ed, diminish the
playability of the golf (:ourse unreasonably, and (c) such construction
is accomplished in :m expeditious manrwr ,.ith the least possible
disrupUOll to the ongoing operations of the golf course. Further, Seller
shall have no liability to Buyer or its assigns for disruption of play
on the golf course or loss of revenues occasioned thereby for any
acti'll ty which it may und.~r take on the golf course in accordance with
. this paragraph, The r igh ts and duties contained in this paragraph
shall pass to the asstgns of the parties hereto.; If Seller requests
Buyer to do so, and prepares an instrument setting forth the matters
stated ahove, Buyer shall execute and file of record restrictions which
state Sel.ler's and Buyer's rights and duties with respect to the golf
course property.
ARnCLl~ 5 - LOAN 01' $200,000 TO !l~
5.1. As part of the transactions contemplated herein, Seller
shall Buyer $200,000 a t the closing of the golf cours(! transaction.
It is expected th;'1t Buyer shall use the money to improve the Sheoah
goH course. Proceeds of this loan shall be kept in a separate
acc,),mt, and lluyer shall render an accounting to Seller, quarterly. as
to disbut'sement:s from this account.
5.2, Buyer shall give Seller its not:e for the repayment of the
$2()() the form attached hereto as Exhibit "C". The note shall
have a term of six ye{lrS, with the entire principal due at the end of
the term, Rnd Bl~ll bear interest at the rata of 6.667 per cent per
year, accrued inten,st betng payable at the end of the fourth year
and ;'it the end of the term.
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5.:3 The note shall be secured by a second mar tgage on the
golf course, second ouly to a first mortgage in tlH1 amount of $250,000
executed by or assumed by Buyer for the purchast~ of the golf course
from Golf Pur, Inc, The second mortgage shall be in the form attached
heret:o as Exhibit "0".
5.4. T1ctJ.::....J:2.....r:..<?.~:.L.E..ourse. Prior to the scheduled closing of the golf
course, Buyer shall provide Ucle assurance to Seller, as a prerequisite
to Seller's obllg;'ition to lend Buyer $200,000 set forth herein, as follows;
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(a) Buyer stmll provide Seller a mor tgagee' s ti tle commitment
guaro1nteeing to insure title to the golf course and Seller's interest
therein, issued by a title insurance company authorized to do business
in Flor~da and acceptable to Seller. Such commitment, if issued prior
to c 10s lug be tl.;een Huyer and Golf Par, 1ne., shall show Golf Par, rnc.
to have fee simple title subject to the following exceptions and no
others: (1) A mortgage held by Guaranty Bank and Trust Company of
Wo,,:,cestor, Hassachusetts; (2) Easements for utilities and drainage
wtnch do not traverse the tees, fairways, or greens of the golf course,
and which do not otherwise affect the opera.t;ions of the golf course'
(3) Hestrictive covenants a ttached hereto as Exhibit "E", and (4) ,
Current ad ~~lorel1l taxes. Seller shall have 15 days frolll. the date
of receiving sa:id cOlllrnitment, or from the date of receiving the abstract
referred to in paragraph (B) be lot., , whichever ifi later, to notify Buyer
of any objC!ctions to any exceptions in said title insurance commitment
not penllitted by this agreement. Failure by Seller to give notice within
such 15 day period shall be deemed a waiver by Seller of any objections.
Seller shall not be obligated to lend Buyer the $200,000 referred to in
Article 5 hereof until Buyer has satisfied the objections raised by
Seller; in any event, Buyer shall have satisfied such ohjections within
six n~nths of receiving Seller's objections after which Seller shall
have no ob lig.'1 tion to lend Buyer the $200.000 excep t as provideJd for
ill paragraph 5.4.(c) herein. After closing by Buyer on the golf course,
Buyer shall deliver to Seller a mortgageE! 's title insurance policy,
issucd by the company which lssued the commitment, showing in Buyer
a feQ simple title subject only to the matters mentioned above.
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(b) Prior to tbe scheduled closing of the golf course, and in
addition to the Utle insurance mentioned in subparagraph (a), Buyer
at its , shall deliver to Seller an abstract of title covering the
golf course property subject to this mortgage. The abstract shall be
prepared by a reputable abstract firm certifying to be an accurate
synopsis of the instruments affecting the title to the real estate reeo'rded
in the Pub Records of Seminole County from September 1, 1971 to a date
no earlier than April 20, 1979, showing in Golf Par, Inc., ("GPI") a
marketable title in accordance with title standards adopted from time to
time by the :Florida Bar, subject to no liens. encumbrances, exceptions
or qunlHications except those which shall be discharged by GPI
at or before closing on the golf course, and the following: easements
for public utilities which, in the opinion of Seller, do not interfere
with the use of golf course; drainage easements, which. in the opinion of
Seller. do not interefere with the use of the golf course; and restrictions
conta ined in that deed from .Florida Land Company to Development
Enterprises, Inc., dated Harch 28, 1972, and filed of record at O.R. Book
927, 155, Public Records of Sem.inole County, Florida, a copy of which
is attached hereto as Exhibit uE". Seller shall have 15 days from the
date of r(~ceivirlg said abstract to examine the same and if the ti tie
is found unmarketable, Seller or its attorney shall within the IS-day
period no t Buyer in writing specifying the defects, and Buyer or
GP.I shall proceed to cure the defects so specified, and shall use
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reasonable diligence to do so. Seller shall not be obligated to
l~nd Buyer the $200,000 referred to in Article 5 hereof until Buyer
has satisfied the objections raised by Seller; in any event, Buyer
shall have satisfied such objections within six months of
rec\.1iving Seller's objections, after which Seller shall have no
obligatipn to lend Buyer the $200,000 except as provided for in
paragraph 5.4(c) herein. Prior to closing on the golf course, Buyer
shall neith(~r accept nor cause to be placed on the golf course
property any liens or encumbrances which have not been stated in this
agreement or waived by Seller. Seller may withhold dispersal of funds
until the deed and Seller's mortgage have been recorded and Seller
has satisfied itself, by examination of the public records t that
there are no such liens or encumbrances.
(c) If Buyer is unable to clear Seller's objections to title of
the golf course, as provided in (b) and (c) above) Seller shall,
nevertheless, be obligated to lend $200,000 to Buyer if Buyer provides
Seller \dth adequate collateral to secure loan. "Adequate collaterallt
shall be that collateral which is acceptable to the Sun First National
Bank of Orlando (or similar financial institution) in loan transactions
'ofa similar nature.
5.5. ~~~n~Es of Lon~. Buyer shall be responsible for all expenses
related to the loan mentioned herein, including, but not limited to,
taxes on'the note and mortgage, preparation of documents, recording
fees, and the like.
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6.1. f!ale~ill..l'::,~. Geller hereby agrees to sell r.md)Buyer hereby
agrees to purchase, the real property shown as Tract "0:.:,1n Exhi bi t "A"
(the "purchased property")for a total price of $234,900.00, more or Iess,
the price to be calculated by lllultiVlying the actual number of acres in
Tract 1, determined in accordance '1dth paragraph 6..3. hereof, by $27,000
:per acre. 'rhe price shall escalate at the rate of $157,50 per acre per month
beginning on June 1, 1979.
/\];TICLE 6 - FUHCHASE AHD OPTION
6.2. .22l!.5lU:.inl1s Prcc~_dent...i.<2.SJ..2.~i.nl.: of PurchilGcd Property. In addition
to the matters Get forth in paragraph 6.3., helo"" the accomplishment of
the fOllo"'ing shall be conditions precedent to Seller's obliga.tion to
close Oil the purcha.sed property herein:
A. (\:;.ill.!.:L,:...i"~~l[L9!,,,"Shconh Golf Course. Prior to or at the same time
.J.t, the cloGinc of the purchal,ed property herein, Buyer shall acquire Sheoah
Gol1' Cours", free Ulld clear of UIl:;''' liens or encumbrunces except (1) 0. first
mnrteane on the /jolf course property with a current principal balance no
erenter than $250,000, and (2) the golf course restrictions conta.ined in
Ex-hi bit "E", and (3) easements for public utilities and draina.ge.
B. \-Inter 'lad Ccwer Pel'mi.ts. Prior 1;0 closing on the purchased
property, Buyer shall be able to get permi ts from North Orlando 'tiater nnd
Sec:er Corp. for the proviGion of ",ater and sewer service to the purchased
property. In the event that Buyer Cflnnot obtain such p(~rm.its prior to
cl()~;il1g, then Buyer, at its discretion, may extend the time for closinG
on tile purchased property up to six months, or unti 1 such permits call be
obtained, whichever occurs first. Buyer shall be obligated to close within
15 days of n~cei vine notice from N0WSCO tha.t such water and sewer service
Clln be provided to the pux'chused property.
6. 3. !21.s.'::Lt,G....91LI'urch:~d Pro.l'S.l:'!'Y' Except 1'01' nny extell3ions of time
for obtaining water and sewer service, (,S provided in paragraph 6.2.(B),
and any extension of time to cxamine and/or cure ti tIc per paragraph 6.17,
tile clo:;ing on the purchased property shall occur within 90 uays of th.is
agreement. Buyer shall designate the t1me and date of closing by notice
to :;el1er He lC(l~;t; 15 da.ys prior to closing. Buyer Shall calculate the
acreaGe beinG purchased and th(~ applicable purcnanc price, and shall pre-
puce all documents requh'ed for closing, excellt the deed, l:md shall submit
thc';e to Seller for its review at the time Buyer submits its notice. In
addition. Buyel' slml1 submit wIth its notice a survey of the property
being purdmsed prepared by a surveyor licenst~d to practice in Florida
'l;;,j certif.:.ed by hi... to be correct, showing the dimens.iolls of the proJlerty
.,;w a cnlcuJation of the acreage contained therein. Closing shall take
}lIMe at tht, offices of S(dler' s attorneys, Lowndes, Dr05d1ck. ,. Doster.
fiuHe 4]3, First Federlll Hu.iJ.dinc;, OrJ.~mdo, Florida., at the time and date
dcniCllated by Bu:"er, or at such other time Ilnd place as the parties may
agree;,
6.!1" TC!:E'c; ^pp.licable to Pu!"chnned ProJ2i'}':"~Y' '1'11<: prov~s~ons of paragra.phs
6.10. thrOUGh 6.211. 5d; forth herea.fter shnll apply to the purchased
property and its purchase by Buyer hereunder"
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6. 'j. Provided that Buyer' cl,,; es on the purchased property as set
ouL above, Seller hereby {;r'unts to Buyer l~he option to purchase thp portIon
of the entire property described as Tract.s 1 - 8 in Exhibit "A". attached
hereto \ t.h,~ "option property"), consisting of apprOXillU:l.t&ly 77 acres and
situated in The Highl.ands planned unit development in the City or Wintel'
Springs, SeminOle County, Florida, on the terms and conditions set forth
hereafter. The partieD hereto agree that. thir; option is 0. series of
options which CHn be kept in fu.l.l :force und effect only by Bu.yer' s
(a) ha.ving closed on the purchased property and (b) by exerctsine its
rir;ht to pu.rchase portions of the option property in accordance with the
terms oi' this agreement.
'1'he first option granted herein must be excr-
before the anniversary date of the closing of the
leren tel'. each succeSS.lVe opti'0i1iiiUStbc'--"'"
e the Ilpplicable unni versary date of the closine of the
pu,rclH:lfied pr.operty (t;he "option closing dateH). There shall be.' seven
options ill all, covering a mlJ.ximum time of' seven yea.n;. Buyer must cloGe
on ench s,"cc€'ssi ve option ill order to continue this option in full force
and effect,. The options referred to herein may apply to anyone of fou.r
t[tk(>~dovn t;t}quences ~ ntl.meJy, Sequence At 13., C or D" HO\J{~ver., once 8.
specified sequence I:; cOllmlitted to, the other three sequences sha.ll be null
and void. 'l'lle fQu.r alternate ta.ke-down sequences are as follQW's:
Sequence C Sequence D
Option 1 Tract 1 'l'ract 1&8 Tract 4 Tract 4
!t 2 d II 6 " 5 " 5
Il ;; Il 5 " 3 " 6
-'
" h l. 4 II 2 " 1&8
~' " 5 " 3 1 II 3
.'
6 " 6 2 II 6 " 2
" 7 " '{&$ Il 1 " 7&8 " 1
'rhe schedule of option closin;;s (subJ eet to time for clearing title and other
exceptions specified herein) are a.s f0110\>l5:
(Closing on
purcl1nsed
property
Option 1
OpLion ;.?
Option 3
Option it
OpLion 5
Option 6
OpLion '{
_.,.~~._..:l:~,....""<,,,w___~_"', .
90 days after date of
agreement
1 year a.fter closing on
pure/lased property
2 years after closing on
vu.rchased property
3 years after closill.g on
purcha.sed property
4 years after closing on
pu.rcha.sed property
5 yenrs after clo~;ing on
purchased property
6 y'ears after closing on
purchl.l.Ded property
? years after closing on
purchased property
'1'l1i3 Minimum Number
of Acres must be
Purchrised
CUJnulati ve
'l'otal
8.7::,
8. '{::,
10 18.7.::.
10 28.7.::.
10 38.7.::.
10 48.'{!
10 5f.i. '{.::.
10 68. '{:!:.
17:. 8:>. '{.::.
- 10 -
6,7. Tile Option I'rol'el"tV, 1'he property which is being optIoned herein
is dc";ct-;::'(;;~;i-""i;1i&'i;'ibTt';;'A". It eOl\:;i ::;ts of approximately T( acret" !!lore
or leGs, and is divided ,into seven tract:>, llumbex'ed I throueh 6 and l'racts
7 and 8 'Whieh are to be COJubined and com;id~'red t18 t\ single tract. Buyer
must exercise its fit'st option in its entirety; it ma:l' also elect to
purcL::ts'ol nddi tional opt ions co.dY, provided they are in accordance wi th
one of t.he aforementioned sequencet;, Thc options f!.nmted herein shall be
cum\u:).t i ve, that is, t.he minimum number of l.cres tllken down by each option
dute shu..U be 10, ex.cept for'l'raccG 7 and 8 which llltwt be t(lken as a singl,
Lra':t, unt i 1 allot' the opU.on property lms been purchased and nny mldi-
tiona'!' options exercised may be carried over to meet Buyer's subsequent
option requirements. (.1"01' example, if Bu.yer purchasCtl 2 tracts on the
exercise of the first option, approximately June, 1980, then no additional
property \/ou1t1 have to be purchased until tbe option date in 1982.)
e.G. 1\:1'oh'1s1' Price. The purcllf.HHl price of the option property shall be
;~12,OOo.-OO per a;;:e-for'l'1'aet.B J., ?,'3 and Ii :Hld *18,250.00 per Here for
'['t'acts :;, 6, '( and 6. The purchase price shall esca.late at the rate of
.583% per month during the term of this option, beginninG on Jurle 1, 19'{9.
9. ,~~.l&' The options granted herein shall be closed on or
pdol' to the c1001.n(:, dtlte of cach OIJtlon. Buyer ohan desigllate
the time and dnte of closinG by notice to S(Jller at least 15 days
pdoX' to elos.inc;. Buyer shall calculate the acreage being pur-
ch:.t:o;ed imcl the applicable pm'chase price, flnd shall prepare ail
documents j'equircd for closing, except the deed, and :ghall submi t
tLcs{; to Geller for its rev:i.c\<l at the time Buyer subinit~) its notice.
In o.ddit.ion, Buyer shall submit wit.h its notice a surVey of the
property beine purChased prepared by a surveyor 1 icem,ed to practice
i,ll' ;;'lorida and certified by him to be correct. utowing the d:Lmennions
the property all(} a calculation of the acrea{',e cont,aineo therein.
C.o;; i. tlC shall t.~.f:e place at the offices of' Se11er' ri attorney;.;, j"owlldei;,
DI'O~,;dick " Dostcr, ;>uHe 1, 33, l"irl,t Federal Buildi.ng, Orlando, Florida..
nt the time and date desii~tH\ted by Buyer, or at such other time ftnd
place as the pnrti(lS may BGree.
6. Hi, COIHii U()ll of i'ropert;,r,,:;. Buyer, if it purchases the purChased
or exercis0s its options, s))(,ll purchase the propert.y in
nn i:.;" condition. Geller shall 1Hwe no responsihility 'Whatever
for :,ny condition of the property. nelleI' hereby crants Buyer
pcrmin!;,ton to GO upon the property at rell(wnable j',imes to conduct
ol<;crvali.ons or tests to determine the suitability of the property
for' Eu;!er' s purpose", 1\11 on-s1,te tmprovements shall be the
rCi,iponstbili ty of Buyer and shall be lit .Buyer'~) cost. Seller shall
have no l'(wponsibili ty for any off-stte in:provements which may be
m~C'}SSU1'Y to serve buyer' s plans for development. Seller w~kes no
rcpresent'ltions abOut f.tny applicable zoning or other governmental
regulation concerning the property; Buyer shall satisfy itself as
to the bui tll.bili ty of such zoning or governmental regulationo for
it;.: purposes. Seller shall not tni tiate any zoning ChftnCC on the
opUon property ",hi Ie sa.id option is in full force and effect.
6.1.1. Dl'o,imwe, Buyer shall take all nec',ssary step!:: to insure
thatit;"~d;;:inl'<ge is compatible with the overall dndnage plan
of The Highlands subdivision. Seller shall not oppose the Wie of
li.d',es owned by Seller for US(! at; outfall tlr'ainage, provi ded that B\J.yer
SI!(lll ray for all capital il1lpro.vements to said lakes required by such
'use.
6.12. ~~l.!'..YRL, If Buyer dCiJires a survey in addit.ion to the boundar,:l'
survey khieh Buyer shall l'rovide SelJer an stilted in p.xragraph 6.9.
it !;1,,,..1.1 obt(.1in such survey at it.G expense prior tQ c1osinr;, If t.he
survey ~;Low:.; an encn)!lChment, it sna11 be treated as t~ title defect.
6.13. 1j:ocnses 0 r (;'.~lc. 3t,,,te surtax ,,,nd document.ury stamps on the
deed;> ,;hll1.l be paid by Seller. 111e cost of recording the deed shall
be pdd by Buyer. Lach party shall otherwise bear its own closing
cost!} "
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. .~,~,--_."-_.~----~~-,..~_.~~ ,...~-~~~"---.--~-~-~<.._~-
"
11.14 l'ro,;1Uon of Tilxes. Taxes shall b,. prorated as of the date of delivery of
the deed. I f the amount of taxes for the current y(!llr cannot be ascertained,
rates, millages, and assessed valuations for the previous year, with known
changes, shall be used, due allowance bel,ng mnde for any exemptions allowed.
6.15 (;!.'nvPVilncc. Seller shall convey title to the property to Buyer by general
wBrranLy deed subject to matters contained in this agreement.
6.16 Hcst.rictlons and Easements. Buyer shall take title subject to the ft)llowing:,
(1.1) zoning laws, restrictions, and other requirements imposed by governmental
authority; {b) restrictions and easements of record; (c) covenants, restricti.ons
and easements appearing on the plat; (ci) Declaration of Covenants, Conditions and
Restrictions of The Highlands, as recorded at Book 969, Page 734, Public Records
of Seminole County, Florida, as amended.
6.17 Iitle. ~Jithin 30 d/lYS after the date of this agreement, Seller shall at
its eXpense deliver to Buyer a complete abstract of title covering the entire
property subject to this agreement. Seller shall be obligated to furnish only
one abstract. Buyer shall be solely responsible for obtaining abstract con-
tinuations as may be necessary l'or its requirements. The i'ibstract shall be
prepared by 8 reputable abstract firm certifying to be an accurate synopsis of
tile instrull1ents affecting the title to the real estat.e recorded in the Public
Records of Seminole County to the date of such exercise. sbowing in Seller II
marketable title in accordance with title standards adopted from time to time
by the Florida Bar, subject only to liens, encumbrances, exceptions or qualifica-
tions set forth ill this agreement which shall be discharged by Seller at or before
closing, and easements and rights-of-way of record. The abstract shall contain
nil recorded plats involving the subject real estate. Buyer shall have 15 days
from tbe dhte of receLving said abstract or any conti.nuation thereof (but in any
event 45 days prior to the closing of any option) to examine the same and if the
ti tie is found unmarketllble, nuyer or its attorney shall within this 15-day period
nDtify Seller in writing specifying the defects, and Seller shall have 90 days
f)"om th,~ receipt of sucb notice to cure th.., defects so specified, and shall use
reasonable diligence to do so. Seller shall not, however, be required to bring
a suit ro quiet title to fulfill its obligation herein. The time of closing may
be extended to permit Sclle'r to cure such defects. If Seller is unsuccessful in
removing said defects within the time allowed above, or shall consider Sldd
defects so specified to be without merit, Seller, prior to the end of the 90-d8)'
period, mflY purchase at Seller's expense and provide to Buyer a cOlllmitm~'nt for
OImer' s Title Insurance (and after closing a Title Policy written in accordance
therewith) an standard American Land Title Association forms, in the Iltnotll1t of
the purch,;se price, issued by a title insurance company duly qualified to do
business in the State of Florida and reasonably acceptable to Buyer, pursuant
to \,;hich siLld Company agrees to insure Utle in Buyer to the portlon of the
option property being purchased, upon the conveyance thereof to it, notwithstanding
such defects, and in Buch event all such defects shall be deemed to be cured and
wilived for the purposes hereo!'. In the further event there are deEects in title
which Clnnot be cured after diligent and reasonable efforts by Seller or which
lire not insured agtl inst as aforesaid, Buyer shall bave the option uf either
terminating this Agceement in its entirety or of purchasing the property or
exercising the option and taking title subject to such defects, without reduction
or dimirmtLGtl of pUt"chase price. Buyer shall be required to make the decision to
eit.her tend,nate this ,lgreement or waive such titlt1 defects within IS days after
being notified by Seller that such defects will not be cured or insured against.
Failure to make such decision within such period shall be deemed to be a waiver
of such defects. In any event, if Buyer shall exercise any purchase hereunder,
after being notified by FLC that the defects in title will not be cured or
insured against, all such title defects shell for all purposes be deemed to be
cured or \~ilived. In the event that Buyer shall exercise its right to terminate
this agl'CC;Hcnt because of an uncured or uninsured against defect in title, Buyer
shall fodeit all subsequent options gnwted herein. Ihe right to term1.nute
thls agreement shall be the only remedy Buyer shall huve in the event Seller is
unable to deliver mnrketable or insurable title hereunder. Between the times of
BJyer's cxnmloBtion of tbe complete abstract and any closing hereunder, Seller
shsll notcousc any liens or encumbrances to be placed of record as to the
property withDut Bllyer's consent, except easements for lltilities and drainage
I.'hich may be reasonably necessary for the development of Seller's adjoining
property.
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,. .
.'
6.18 Buyer agrees to comply with the requirements
of tll\! to residential development in The IHgillanos.
lluyel" Dgre('~' that it sh,lll not conlUlelH::e construction unless it shall have first
submitted plans and specifications fOr (,ueft construction to the Architectural
Review BOllnJ /lnd shall have received written approval of them.
6.19 Fences and ncdg<~f; Bord(lrL!lli... CerL1in Lot;;. Buyer, at its expense, agrees to
provide physical or ViS1HlI screening as may be required by the Architecturlll Revie"
Board puisuant to the Design Guidelines referred to above. Plans and specification
fOr' such scr"ccning shall be reviewed and approved by the Ardlitcctural Review
Board.
6.20 Con:dLlncc \,iLtlr l;O\}('rnllwnt<l~ Rf'!\\l;..ti('n'.:., Buyer, with regard to all 1tlil
scttv1 ti.es n!lating to the property being pUrChlls(,d here1n, agrees to comply
w1th .11 applicable local, stat., and federal laws or regulations which may
affect such activities.
6.21 Buyer sh.ll have the right to assign the purchase and option
rights conti! in this Article 6 to tnmk Harrington or to any entity in which
Prank Harr ton has at least a 1/3 interest. Harrington, however, shelL not
have the right to assign Bny such rights without the prior writton consent of
SeHer, ,!Ind Buyer shall put a provision to this effect in any such assignment
to Harrington.
6.22 Buyer shall adequi!tely
protect a caused by its own acts
or omissions. Buyer agrees to hold harmless fcom 'lny cost for rep;ll.rs which
may be l'E'quircd to festat'e utilities or adjacent property damaged by it to their
previous condition.
6.23 Shnrl.n< of Fro U t on Sale. If Buyer shall make any conveyance to a third
Pllrty,Tincr;-;';'r-C;;g Hanington) of any property purchased herein by Buyer and shall
make any profit (other thon an additionol $25,000 for each of options 2 and ])
from such conveyance, then profit made by Buyer shall be divided SO/SO with
Seller. Such profit shall be determined in accordance with generally accepted
accounting principles consistently applied, and shall be paid to Seller a. Buyer
is entitied to receive them.
6.24 Buyer has cxvressed its interest in assuring natural
gas d rea c5tHte ,dd.cb may he purchased bereunder, and, reco1:-
nLzlng thst natural gas company will install an underground distribution
system free f charge to the residents of the community only after the installation
of il cer to in numbe r 0 f gas epp 1 iances in tbe communi ty, Buyer agrees to use i Ls
best effortl .to install a minimum of tWD 80S appliances 10 at least 5% of the
living units to be placed on the real estate, with one of the gas appliances
being I g~s waLer heater and the other being 8 gBS appliaRce used for cooking,
I: heating, sir conditioning or clothes drying.
Seller shIll provide Buyer, at Buyer'. request,
which it milY hove in itl possession relative to
the purchns ptoperty on the option property. Seller mIkes no representutions
or wllrr.1ntie,; concerning such studies, and Buyer assumes all risk associated with
their use. Buyer shull return such studies to Seller immediately upon termination
of this agreement.
6.26 Seller agrees that It shall grant
easements to and Sewer Corpora tion across
land which it owns north of the option property for the construction of
water and sewer lines and sewage lift stations, if 1t is necessary for
Buyer to fUCt :;ueh utilitJes in order to serve Jts developments on
the purchase: ur option property. Such easements shall be compatible
with Seller' plan:; for its retained land in the Highlands, and shall be
compatible lvith the requirements of NOWSCO and the City of Winter Springs.
-1]-
~,~ 4:
. ,
ARTICLE _'i' - GENEHAL PIW'IISI0NS
'{.1. ~l'imc or EaGcnce. 'rime is of the essence in performance of
the provisions of this option agreen~nt.
7.2. Ego-11n.t vel'. The failure of either party to insist upon the
other party's compliance 'With its obligations under this option
agreement in anyone or more instances shall not constitute a
waiver by such party of the other party's obligation to perform
its obligations in all other instances, nor constitute a waiver
by such party of its riGht to enforce its rights in all other
instances pursuant to this agreem.mt.
7.3. Default nnd Rcme_iY_,_0:2....~Q.j~.tlrcJl;!!2!L()J Propcrt;t. Selle1" 6
remedy for Buyer's failure to close on the purchased property or
to exercise its options herein on time or in uccordam:e with
tlw prov:U;ions of this agreement shall IJe the termination of
lluyer's option right.s. Buyer's remedy for Seller's failun~ to
dt~liver the option propor1;y in a.ccordance with the t,erms of
this agreement, except for Soller 's :l.nabili ty to rleliver title
pursuant to paragraph 6.1'l., shall he a suit for specific perfor-
mance. As to all other provisions of this agreement with respect
to the purcha:,e of any property, the sole remedy of the parties
shall be !l sui,t for specific performance of this agreement, and no
damages, actual or punitive, shall be claimed on account of an;y
default bereunder or 1'01' breach of any representative or warranty
made herein.
,'(.4. fs~.tl,~j;~~f~ Buyer's failu.re to use its
best efforts to obtain the DEB permits mentioned in Article I; and
to keep them in force shall be considere(l a defa\l1t under this
c(;reement, and the remedy of Seller in such event shall be a suit
for damnges or specific performance or both.
; . 5. E.cJ.L<;:'sLS?Lj)efa ulJ1.' Except for failure to timely exercise
the options gra.nt(~d herein. for which failure no notice shall be
required, no defa\l1t as to any provision of this option agreement
shall be claimed or charged by either party against the other
until notice thereof be given to the defaulting party and such
default l'emains uncured for' a period of 30 days after the default-
ing party's receipt of lluch notice.
7.6.
und
the deed herein, and shall be
executors, administrators and
The warranties, representations
shall survive the delivery of
binding on the respective heirs,
successors of the parties hereto.
7.7. A"si[;nltlcnt. Buyer shall not have the :right to assign this
agreement wi'Lhout the prior written consent of Seller, except
CiS follows: (a) Buyer may u<wign the rights and obligations granted
herein 'Lo Frank L. Harrington, Jr. > as provided in p~tragraph 6.21-
without further consent of SeHer; (b) Buyer may assign this
entire llcree1l'ent to u partnership of whi eh Harry M. Day is a general
or limited partner without the further consent of Seller.
".8. 1iotice. All notices referred to and required herein must
b,? in writing and shall be doemed validly given for purposes of
this llgreement when personally delivered, or when addressed to
Selll)r or Buyer at the addresses for each cont;ained in the heading
tD thi!i ngreement and deposited in the United States mail, postage
prepaid, registered or certified mail.
\,J
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, .
,..
". ~ ...
7.9. !:':.ntire ^9r(}~:!:I:~l~.' 'rhis agreement represents the entire and
integrated agreement between Seller and Buyer, and supersedes all
prior negotiations, representations or agreements, either written
01' oral. This aqn?emfmt may be amended only by written instrument
signed by both parties.
"1.10. ~_~Ee,)mont ]}indin'il__o1!..._?_~<:..e..::,.:,~_' The covenants herein
contained shall bind, ana the beneflts and advantages shall inure
to, the respective heirs, executors, administrators and Sllccessors
of the p<:lrties hereto. Whenever used, the singular number shall
include the plural, the plural the singular, and the use of any
gender shall include all genders.
7.11. !~okeraCJe. Both Seller and Buyer represent that neigher
party has used or solicited the services of any third party as
to any dealing with respect to the real estate described herein
and that no real estate commission will be payable as a result
of this transaction. Each party hereby agrees to indemnify and
held the other party harmless against any claim for fees or
commissions Hith respect to the transactions enumerated herein.
7.12.
Nothing in this
parties hereto
purpose.
a partnership or joint venture
7.13.
te the
agreement shall be interpreted according
Florida.
,IN Nl'f'!mSS WHEREOF
. DF'TSI~ ~ ~ day of .
the parties have set their hands and seals
, 1979.
, ~J .1
FLOfj,lDA)'" LM.m/)' C ~7P.lt,N .' // /;
/' / / 17' /////
/ Ii /. /j;
;'\ f/,/,../ '
. ,". / f.' Ii '{> ( ,', /, P7
Dr : ~!.::.~ L_;.J.;__~.~:.;~..,.:,-.:_~'::.:::"'_
<,./ / R. Pbi 1 if' 8il ver
. v pre~' ide t
7" J
Attest: ,;:,::;Ia/h ,;/) ( ."t
---bailie Whi te
~s.istant Secretary
;;!
Buyer
!-.h:
!/
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