HomeMy WebLinkAboutContract for Sale and Purcahsev j
Contract for Sale and Purchase
SELLER:
WILLIAM WINGFIELD,
CALLAWAY LAND AND CATTLE, INC.
BUYER:
NF HOLDING, INC.,
a Florida corporation
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INDEX
PAGE
1.
DESCRIPTION . . . . . . . . . . . . . . . .
. . . . 3
2.
PURCHASE PRICE AND METHOD OF PAYMENT . . . .
. . . . 3
3.
TIME FOR ACCEPTANCE; EFFECTIVE DATE . . . .
. . . . 3
4.
CLOSING . . . . . . . . . . . . . . . . . .
. . . . 4
5.
TITLE INFORMATION . . . . . . . . . . . . .
. . . . 4
6.
INSPECTION . . . . . . . . . . . . . . . . .
. . . . 4
7.
APPROVALS . . . . . . . . . . . . . . . . .
. . . . 5
8.
RESTRICTIONS, EASEMENTS, LIMITATIONS . . . .
. . . . 6
9.
ASSIGNABILITY . . . . . . . . . . . . . . .
. . . . 6
10.
TYPEWRITTEN OR HANDWRITTEN
PROVISIONS . . . . . . . . . . . . . . . . .
. . . . 6
11.
DELIVERY OF DOCUMENTS . . . . . . . . . . .
. . . . 6
12.
EXPENSES . . . . . . . . . . . . . . . . . .
. . . . 6
13.
SPECIAL CLAUSES . . . . . . . . . . . . . .
. . . . 6
(a) Ownership
(b) Litigation
(C) Water and Sewer
14.
SURVEY . . . . . . . . . . . . . . . . . . .
. . . . 7
15.
TIME OF ESSENCE . . . . . . . . . . . . . .
. . . . 7
16.
LIENS . . . . . . . . . . . . . . . . . . .
. . . . 7
17.
DOCUMENTS FOR CLOSING . . . . . . . . . . .
. . . . 7
18.
PRORATIONS . . . . . . . . . . . . . . . . .
. . . . 7
19.
SPECIAL ASSESSMENT LIENS . . . . . . . . . . .
. . . 8
20.
PROCEEDS OF SALE, CLOSING
AND PROCEDURE . . . . . . . . . . . . . . . .
. . . 8
21.
ESCROW . . . . . . . . . . . . . . . . . . . .
. . . 8
22.
ATTORNEY FEES; COSTS . . . . . . . . . . . . .
. . . 9
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23. FAILURE OF PERFORMANCE . . . . . . . . . . . . . . . 9
24. CONTRACT NOT RECORDABLE;
PERSONS BOUND; NOTICE . . . . . . . . . . . . . . . 9
25. CONVEYANCE . . . . . . . . . . . . . . . . . . . . . 9
26. OTHER AGREEMENTS . . . . . . . . . . . . . . . . 10
27. GOVERNING LAW, VENUE AND
JURISDICTION . . . . . . . . . . . . . . . . . . .
28. INTERPRETATION . . . . . , . . . . . . . . . . . .
29. SEVERABILITY . . . . . . . . . . . . . . . . . . .
30. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . .
31. REAL ESTATE BROKERAGE . . . . . . . . . . . . . .
32. HAZARDOUS SUBSTANCES . . . . . . . . . . . . . . .
33. NOTICES . . . . . . . . . . . . . . . . . . . . .
34. ADEQUATE PUBLIC FACILITIES . . . . . . . . . . . .
35. PROPERTY OWNERS ASSOCIATION . . . . . . . . . . .
36. RESTRICTIVE COVENANT . . . . . . . . . . . . . . .
37. SIGNS . . . . . . . . . . . . . . . . . . . . . .
38. SITE PLAN . . . . . . . . . . . . . . . . . . . .
39. PURCHASE PRICE . . . . . . . . . . . . . . . . . .
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . .
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CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE is entered into by and between
WILLIANI WINGFIELD, CALLAWAY LAND AND CATTLE, INC. ("Seller"), and NF
HOLDING, INC., a Florida Corporation ('Buyer"). The parties hereto hereby agree that
the Seller shall sell and the Buyer shall buy the following property upon the following terms
and conditions.
1. DESCRIPTION:
The subject property is pictorially identified in Exhibit "A" attached hereto and legally
described in Exhibit "B" •attached hereto.
Personal Property included: Vacant land.
2. PURCHASE PRICE AND METHOD OF PAYMENT:
The purchase price is U.S. (See Paragraph 39 hereof)
Method of Payment:
(a) Deposit paid to McCarthy, Summers, et al
Trust Account on or before
the Effective Date
(b) U.S. Cash, LOCALLY DRAWN bank money
order, or LOCALLY DRAWN cashier's
check on closing and delivery of
deed (or such greater or lesser
amounts as may be necessary to
complete payment of purchase price
after credits, adjustments and
prorations).
TOTAL
$ 409,218.75
$ 40,000.00
S 369,215.75
S 409,218.75
3. TINIE FOR ACCEPTANCE: EFFECTIVE DATE: If this Contract for Sale and
Purchase is not executed by the Seller and the Buyer on or before i 1- _-1 JJ ••- / ),
1995, at 5:00 P.M., the aforesaid deposit(s) shall, at the option of the Buyer, be returned to
Buyer and this Contract shall be null and void, and all rights hereunder shall cease. The
date of Contract, ("Effective Date") shall be the date when the last one of Seller and Buyer
has signed this Contract. Time shall be of the essence as to time of acceptance.
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4. CLOSING: The closing shall take place at the Seller's attorney's office in the
County where the property is located. The closing will take place oil or before 30 days after
the last of the following to occur:
(a) Receipt by Buyer of the Approvals (as defined in Paragraph 7 below).
(b) Completion by the Seller of the road network. The road network is the
series of public and private roads providing access to The Reserve along with that certain
private road bisecting the 27 acre (+ or -) site of which this property is a portion.
Completion is defined to mean substantial completion of such road network as certified to
St. Lucie County by the independent civil engineer providing engineering services to the
Seller for this property.
5. TITLE INFORMATION: Within twenty (20) days after the Inspection Period
(described below), the Seller shall obtain, at the expense of Seller, an ALTA Form B title
insurance commitment issued by a title insurance company acceptable to the Buyer, insuring
Buyer's interest in the subject Property and setting forth as exceptions only those matter's
contained in the standard ALTA Form B policy.
6. INSPECTION: For a period commencing on the Effective Date hereof
through 5:00 P.M. on the 60th day following the Effective Date (the "Inspection Period"),
Buyer and its agents, employees and other representatives shall have the right to enter upon
the Property at all reasonable times for the purpose of inspecting the Property and
conducting such studies, tests and examinations as the Buyer deems reasonably necessary
or appropriate for the Property. All such inspections shall be at the sole cost and expense
of Buyer and Buyer shall protect, defend, indemnify and hold harmless the Seller, its
employees, agents, successors and assigns from any and all liabilities, actions, suits,
mechanic's lien claims, judgments, losses, costs, expenses (including, without limitation,
reasonable attorneys' fees and professional charges and all costs and fees on appeal), claims
and demands whatsoever incurred or suffered by or made against the Seller, its employees.
agents, successors and assigns arising out of or in connection with any such activities by or -
on behalf of the Buyer. After- all such tests and investigations are completed, Buyer shall
promptly restore any damage done by such inspections.
If, at any time during this Inspection Period, the Buyer determines, which
determination shall be within the sole and absolute discretion of Bever, that the Property
is not suitable or satisfactory for the Buyer's needs and purposes, Buyer shall then have the
right, during the Inspection Period, to terminate this Agreement. In order to so terminate
this Agreement, Buyer must give to the Seller written notice prior to expiration of the
Inspection Period, as defined herein, of Buyer's decision to terminate. In the event Buyer
does so terminate this Contract, all deposits shall be returned to the Buyer and all parties
shall be relieved of all further obligations hereunder. In no event, however, shall the deposit
be released until such time as the Buyer has provided the Seller with proof that all bills have
been paid for work ordered by the Buyer. In the event Bever does not give the required
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written notice of termination, in a timely manner as aforesaid, Buyer shall be deemed to
have waived this ability to terminate.
In the event the Buyer terminates this Contract pursuant to the provisio►is of this
Contract, or for any reason, all surveys, tests, studies, and other work product (excluding
matters covered by the attorney/client privilege), shall be turned over to the Seller by the
Buyer, together with proof of payment by the Buyer for said items. In the event this
transaction closes, all such work product and materials shall be the sole and absolute
property of the Buyer.
7. APPROVALS: This Contract and the closing hereunder are contingent upon
the Buyer obtaining the following:
(a) Final uncontested approval (including Building Permits) from all
governmental agencies exercising jurisdiction thereof for the following uses:
(i) A gas station/convenience store/bakery/deli.
(b) Final uncontested approval from all appropriate entities under the
Declaration of Covenants, Easements and Restrictions for the subject property for the use
of the subject property as a gas station/convenience store, bakery and deli.
(c) Items (a) and (b) above are referred to as the "Approvals" and item (i)
of subparagraph (a) is referred to as the "Uses".
The Buyer agrees that the Buyer will diligently pursue the Approvals to completion.
The Seller agrees that the Seller will assist and cooperate with the Buyer in the pursuit of
the Approvals which assistance may include, but shall not be limited to, signing applications
for permits, signing authorizations for governmental agencies and the like. Provided.
however, any assistance and cooperation of the Seller shall be at no cost to the Seller.
Furthermore, the Seller and Buyer acknowledge and agree that in the event the Approvals
are not obtained or in the event the Uses are denied in the Approvals, the Buyer shall have
the following options:
(1) Terminate this Contract by written notice to the Seller whereupon the
entire deposit shall be returned to the Buyer and all parties shall be relieved of all further
obligations hereunder.
(2) Close this Contract in accordance with its terms.
8. RESTRICTIONS. EASEMENTS. LIMITATIONS: To the best knowledge of
Seller, the only restrictions, easements or limitations applicable to the Property are as set
forth herein.
9. ASSIGNABILITY: Buyer may assign this Contract without the prior written
consent of the Seller.
10. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten of -
handwritten provisions inserted herein or attached hereto as addenda shall control all
printed provisions of the Contract in conflict therewith.
11. DELIVERY OF DOCUMENTS. Seller agrees to deliver to Buyer, at no cost
to Buyer, within 15 days of the Effective Date, copies of the Seller's existing surveys,
engineering reports, sketches, plans, permits, licenses, blueprints, leases, default notices from
any governmental agencies, any appraisals, soil reports and similar tests, prior title policies,
any Environmental Audit, and any other material in the Seller's possession relevant to the
Property.
12. EXPENSES. All stamps required on the Deed and the cost of complying with
FIRPTA, the cost of recording any corrective instruments shall be paid by the Sellei-. The
cost of recording the Deed shall be paid by the Buyer.
13. SPECIAL CLAUSES:
The following items are conditions of this Contract; in the event one or more of the
conditions or representations set forth herein are untrue or inaccurate, for any reason, the
Buyer shall have the option of terminating this Contract, receiving the return of his entire
deposit, whereupon all parties shall be relieved of all further obligations hereunder, or the
Buyermay proceed to Closing:
(a) Ownership. Seller represents and warrants to the Buyer that the
Seller is the owner of the Property and all those having any beneficial ownership
interest in the Property have consented to this transaction.
(b) Litigation. Seller represents and warrants to the Buyer that, there
is no active of- pending litigation with respect to the
Property.
(c) Water and The Seller represents and warrants to the Buyer
Sewer. that there are water and sewer lines contiguous to the
Property with sufficient line and plant capacity to service
the uses (See paragraph 7 hereof) the Buyer intends to
place upon the Property.
(d) Infra-
structure. Seller represents and warrants to the Buyer that on or
before closing, the Seller will construct all infrastructure
required to service the property.
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14. SURVEY. Buyer, at Buyer's expense, within the Inspection Period, shall have
the Property surveyed and certified by a registered Florida surveyor. If the survey shows any
encroachment on the Property or that improvements intended to be located on the Property
in fact encroach on lands, setback lines, easements, lands of others, or violate any
restrictions, contract covenants, or applicable governmental regulations, the same shall be
treated as a title defect and the notice and cure provisions of paragraph 5 hereof shall
control.
15. TIME OF ESSENCE. Time is of the essence as to the terms of this Contract.
16. LIENS. Seller shall furnish to Buyer at time of Closing an affidavit attesting
to the absence, unless otherwise provided for herein, of any financing.statements, claims of
lien or potential lienors known to Seller and further attesting that there have been no
improvements or repairs to the Property for 90 days immediately preceding the date of
Closing. If the Property has been improved, or repaired within said time, Seller shall deliver
releases or waivers of mechanic's liens, executed by all general contractors, subcontractors,
suppliers, and materialmen, in addition to Seller's lien affidavit setting forth the names of
all such general contractors, subcontractors, suppliers and materialmen and further reciting
that in fact all bills for work to the Property and personalty which could serve as a basis for
a construction lien or a claim for damages have been paid or will be paid at Closing. Tire
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Buyer agrees to provide to the Seller, at closing, a similar type affidavit reciting that all bills
for work to the property and personalties, which could serve as a basis for a construction
lien or a claim for damages, have been paid or will be paid at closing.
17. DOCUMENTS FOR CLOSING. Seller shall furnish closing statement, deed,
mechanic's lien affidavit, assignments of leases and any corrective instruments that may be
required in connection with perfecting the title. Copies of all such documents shall be
submitted to the other party at least three (3) days prior to the Closing date.
18. PRORATIONS. Taxes, assessments, rent, interest, insurance and other
expenses and revenue of the Property shall be prorated through day of Closing. Cash at
Closing shall be increased or decreased as may be required by said prorations. Taxes shall
be prorated based on the current year's taxes. If Closing occurs at a date when the current
year's millage is not fixed, and current year's assessment is available, taxes will be prorated
based upon such assessment and the prior year's millage. If current year's assessment is not
available, then taxes will be prorated on the prior year's tax. In the event the subject
Property is included with other property of the Seller in the tax bill, the parties shall request
the Property Appraiser to separate such properties. In the event the Property Appraiser is
unwilling, or unable to separate such properties, the taxes shall be prorated based upon the
most current millage rate times the contract price hereunder. However, any tax proration
based on an estimate shall at the request of either Buyer or Seller be subsequently
readjusted upon receipt of tax bill.
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19. SPECIAL ASSES&MENT LIENS. Certified, confirmed or ratified special
assessment liens as of the date of Closing (and not as of the Effective Date) are to be paid
by Seller. Pending liens as of the date of Closing shall be assumed by Buyer, provided,
however, that if the improvement has been substantially completed as of the Closing Date,
such pending lien shall be -considered as certified, confirmed or ratified aiid Seller shall, at
Closing, be charged an amount equal to the last estimate by the public body of the
assessment for the improvement.
20. PROCEEDS OF SALE. CLOSING PROCEDURE. Tile deed shall be
recorded upon clearance of funds and evidence of title continued at Buyer's expense, to
show title in Buyer, without any encumbrances or changes which would render Seller's title
unmarketable from the date of last evidence, and the proceeds of the sale shall be held in
escrow by Seller's attorney or by such other escrow agent as may be mutually agreed upon
for a period of not longer than five (5) days from and after Closing date. If Seller's title is
rendered unmarketable, Buyer shall within said five (5) day period, notify Seller in writing
of the defect and Seller shall have thirty (30) days from date of receipt of such notification
to cure said defect. In the event Seller fails to timely cure said defect, all monies paid
hereunder shall, upon written demand therefor and within five (5) days thereafter, be
returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the Property
and reconvey same to the Seller by special warranty deed and return the personalty. In the
event Buyer fails to make timely demand for refund, Buyer shall take title as is, waiving all
rights against Seller as to such intervening defect except as may be available to Buyer by
virtue of warranties, if any, contained in the deed. The escrow and closing procedure
required by this Standard may be waived in the event the attorney, title agent or closing
agent insures against adverse matters pursuant to Section 627.7841 F.S. (1959), as amended.
All professional fees shall be paid at time of disbursement.
21. ESCROW. Any escrow agent receiving funds or equivalent is authorized and
agrees by acceptance thereof to deposit promptly and to hold same in escrow and subject
to clearance thereof to disburse same in accordance with the ternis and conditions of the
Contract. Failure of clearance of funds shall not excuse performance by Buyer. In the
event of doubt as to escrow agent's duties or liabilities under the provision of this Contract.
the escrow agent may in agent's sole discretion, continue to hold the subject matter of this
escrow until the parties mutually agree to the disbursement thereof, or until a judgment of
a court of competent jurisdiction shall determine the rights of the parties thereto, or escrow
agent may deposit same with the clerk of the circuit court of the county having jurisdiction
of the dispute and upon notifying all parties concerned of such action all liability on the part
of the escrow agent shall fully terminate, except to the extent of accounting for any items
theretofore delivered out of escrow, in the event of any suit between Buyer and Seller
wherein the escrow agent is made a party by virtue of acting as an escrow agent hereunder.
or in the event of any suit wherein escrow agent interpleads the subject matter of this
escrow, the agent shall be entitled to recover reasonable attornev's fees and costs incurred.
said fees and costs to be charged and assessed as court costs in favor of the prevailing party.
All parties agree that the escrow agent shall not be liable to any party or person
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whomsoever for misdeliveiy to Buyer or Seller of items subject to this escrow, unless such
misdelivery shall be due to willful breach of this Contract or Gross negligence on the part
of the agent. All parties acknowledge and agree that the Escrow Agent has represented the
Buyer in the closing of the transaction contemplated by this Agreement and in the event the
Seller and Buyer become involved in a dispute, the Escrow Agent may continue to represent
the Buyer and shall not be prevented from representing the Buyer by virtue of acting as
Escrow Agent hereunder.
22. ATTORNEY FEES; COSTS. In connection with any litigation arising out of
this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees and
costs, including paralegal charges.
23. FAILURE OF PERFORMANCE. If Buyer fails to perform this Contract
within the time specified (including payment of all deposits hereunder), the deposit(s) paid
(and not additional deposit(s) agreed to be paid but unpaid at the time of default) by the
Buyer shall be retained by or for the account of Seller as agreed upon liquidated damages,
consideration for the execution of this Contract and in full settlement of any claims,
whereupon Buyer and Seller shall be relieved of all obligations under this Contract. If, for
any reason other than failure of Seller to cure Seller's title in accord with paragraph 5 after
diligent effort, Seller fails, neglects or refuses to perform the Contract, the Buyer may seek
specific performance or elect to receive the return of Buyer's deposit(s) with_ out thereby
waiving any action for damages resulting from Seller's breach.
24. CONTRACT NOT RECORDABLE: PERSONS BOUND: NOTICE. Neither
this Contract nor any notice thereof shall be recorded in any public records. This Contract
shall bind and inure to the benefit of the parties hereto and their successors in interest.
Whenever the context permits, singular shall include plural and one ;ender shall inc:lucle all.
25. CONVEYANCE. Seller sliall convey title to the Property by statutory warranty
deed, subject only to matters contained herein and those otherwise accepted by Buyer.
26. OTHER AGREEMENTS. No prior or present agreements or representations
shall be binding upon Buyer or Seller unless included in this Contract. No modification or
change in this Contract shall be valid or binding upon the parties unless in writing and
executed by the party or parties to be bound thereby. The covenants of this Contract shall
survive delivery of the Deed and possession.
27. GOVERNING -LAW, VENUE AND JURISDICTION. This Agreement and all
transactions contemplated by this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Florida without regard to
principles or conflicts of laws. The parties acknowledge that a substantial portion of
negotiations and anticipated performance of this Agreement occurred or shall occur in St.
Lucie County, Florida, and that, therefore, each of the parties irrevocably and
unconditionally (a) agrees that any suit, action or other legal proceeding arising out of or
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relating to this Agreement shall be brouallt ill the courts of record of the State of Florida
in St. Lucie County; (b) consents to the jurisdiction of each such court in any such suit,
action or proceedings; (c) waives any objection which it may have to the laying of venue of
any such suit, action or proceeding in any of such court. This provision shall survive
termination or Closing of this Agreement.
28. INTERPRETATION. This Agreement and the exhibits hereto have been
negotiated at arms length by Seller and Buyer, and the parties nlutually agree that for the
purpose of creating the terms of this Agreement, or said exhibits, neither party shall be
deemed responsible for the drafting thereof.
29. SEVERABILITY. The unenforceability or invalidity of any one or more
provisions hereof shall not affect the validity or enforceability of any of the other provisions
hereof.
30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns.
31. REAL ESTATE BROKERAGE. The Seller hereby represents and warrants
to the Buyer that the Seller has not engaged the services of a real estate broker with respect
to the subject property or this transaction other than Prudential Geisinger Realty. Tile
Seller agrees to pay Prudential Geisinger Realty a real estate commission pursuant to a
separate listing agreement. In the event a real estate broker makes a claim for a
commission as a result of dealing with the Seller, the Seller shall indemnify and hold the
Buyer harmless for any cost, loss, damage or liability occasioned thereby to the Buyer,
including any attorneys' fees incurred by Buyer in refuting or defending such claim. This
provision shall survive the closing and delivery of the Deed.
The Buyer hereby represents and warrants to the Seller that the Buyer has not
engaged the services of a real estate broker with respect to the subject property or this
transaction other than Prudential Geisinger Realty, the real estate agents of the Seller. In
the event a real estate broker makes a claim for a commission as a result of dealing with the
Buyer, other than Prudential Geisinger Realty, the Buyer shall indemnify and hold tlhe Seller
harmless for any cost, loss, damage or liability occasioned thereby to the Seller, including
any attorneys' fees incurred by Seller in refuting or defending such claim. This provision
shall survive the closing and delivery of the Deed. y
32. HAZARDOUS SUBSTANCES. The Seller represents and warrants to the
Buyer that to the best of Seller's knowledge, hazardous substances have not been deposited
on or under the Property. Furthermore, the Seller has no knowledge of any violations of
any state, federal, or local laws regulating the storage or disposal of hazardous substances
with respect to the Property, including, but not limited to Chapters03 and 376, Florida
Statutes, the Florida Administrative Code, the Comprehensive Environmental Response.
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Compensation and Liability Act or 1980, ("CERCLA"), 42 USC §9601, et seo., as amended,
the Resource Conservation and Recovery Act, 42 USC §6901, et seq., and other laws.
As used herein, "Hazardous Substances" mean any substance or material (i) identified
in Section 101(14) of CERCLA, 42 USC §9601(14), as the same may be amended from time
to time, or (ii) determined to be toxic, a pollutant or contaminant, under federal, state or
local statute, law, ordinance, rule or regulation or judicial or administrative order or
decision.
In the event the Buyer determines, prior to closing, that hazardous substances are
located on or under the Property, the Buyer shall have the option of terminating this
Contract by written notice to the Seller whereupon the entire deposit shall be returned to
the Buyer and all parties shall be relieved of all further obligations hereunder.
33. NOTICES. Any notices, requests or other communications required or
permitted to be given hereunder shall be in writing and shall be delivered by hand, courier,
or overnight delivery service (such as Federal Express), or telefaxed and addressed to each
party at their respective addresses as follows:
Seller: WILLIAM WINGFIELD
CALLAWAY LAND AND CATTLE
2160 Reserve Park Trace
Port St. Lucie, Florida 34956
Buyer: NF HOLDING, INC.
1552 N.W. Sari Souci Street
Stuart, Florida 34994
Copy to: TERENCE P. McCARTHY, ESQ.
McCarthy, Summers, Bobko & McKey, P.A.
2051 E. Ocean Blvd., 2-A
Stuart, Florida 34996
Any such notice, request or other communication shall be considered given or
delivered, as the case may be, on the date of hand or courier or overnight or telefax
delivery. Rejection or other refusal to accept or inability to delivery because of change .in
address of which no notice was given shall be deemed to be receipt of the notice request or
other communication. By giving at least three (3) calendar days prior written notice thereof,
either party may from time to time and at any time change its mailing address hereunder.
34. ADEQUATE PUBLIC FACILITIES. Tile Seller and Buyer acknowledge and
agree that this Contract and the closing hereunder are contingent upon a determination by
St. Lucie County at the time of granting the Approvals that adequate capacity of Category
A and Category C Public Facilities (water, sewer, solid waste, drainage, arterial and collector
'( 4
roads, community parks and public transportation) exist so as to allow the Buyer to go
forward in the construction of the Uses in accordance with the timetable of development
set forth in the Approvals.
35. PROPERTY OWNERS ASSOCIATION. Seller warrants that the subject ,,/
property will � be part of a property owners association and shall ilw ho sE,bi}� e- V �'
S99Gl'atIOH.-r1�G :`�''^ L �= G•.�'��--_:�::.\�' r 1� 1'
-✓.i`u�• `/.Ui �'�r�-y= �: �_ _� .� -•---' �'1c{ ?^�j i., i i- ),i � �:•fl rja:, r.—i � In � �y.Ti` jcJ�i� [Z
36. -1 RESTRICTIVE COVENANT. Provided that the Buyer closes this transaction,
the Seller agrees that the Seller will not allow a gas station or convenience store to be
owned, used or operated within a one mile radius of the subject property. At the Closing,
the Seller shall execute a restrictive covenant to this effect reasonably acceptable to the
Buyer. Such restrictive covenant shall include the property owned by the Seller or any
corporate entity with substantially the same shareholders of the Seller within the one mile
radius as set forth above.
37. SIGNS. The Seller and Buyer agree as follows:
(a) The Seller agrees to incorporate advertising for the Buyer's use of the
subject property in all existing and future signage of the Seller on I-95 (showing the Buyer's
brand of gas sold).
(b) The Seller represents and warrants to the Buyer that the only restriction
against the subject property with respect to signage is that imposed by local governmental
agencies. Furthermore, the Seller agrees that it has not and will not take any actions that
would reduce, diminish or otherwise impact the signage that the local governmental agencies
would allocate to the subject property. y v y
38. SITE PLAN. The Seller agrees to supply to the Buyer within 60 days of the
Effective Date a site plan for the 27 acre site of which the subject property is a part. Said
site plan shall depict the general configuration of the lots and the traffic flow within and
adjacent to such 27 acre site. After Buyer's receipt of such site plan, the Buyer- shall have
a period of 30.days to either accept such site plan or reject such site plan with reasons
clearly stated in writing. If such reasons for rejection are reasonable, the Seller- shall adjust
the site plan accordingly. If the Seller considers such reasons for rejection to be
unreasonable, the Seller shall so notify the Buyer whereupon this Contract shall terminate,
the entire deposit shall be returned to the Buver and all parties shall be relieved of all
further obligations hereunder. , J
,v
After the site plan is approved by the Buver, the Buver will prepare a site plan for
the property showing the Buyer's intended , impLovements along with the general
architectural scheme of such improvements §e�ler shall then have a period of 15 days from
receipt of such site plan to review and give reasonable comments to the Buyer. The Buyer
shall incorporate any reasonable comments of the Seller into such site plan.
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• If during the process of Buyer seeking the Approvals (see paragraph 7 hereof) or if
during the process of the Seller seeking governmental approvals of the Seller site plan for
the 27 acre site, any governmental agency requires changes to the Seller's site plan or the
Buyer's site plan, as approved by the. parties asset forth above, with respect to 'any sigh
changes, the Buyer shall have the following options a) accept any such changes or b)
teiminate this Contract whereupon the entire deposit shall be returned to the F_ittyer alld 1)1
parties shall be relieved of all further obligations hereunder.
39. PURCHASE PRICE. The purchase price shall be computed at the rate of
$7.50 per square foot of fee simple property sold to the Buyer exclusive of rights of w,iy 1'or
roads. The square footage of the property shall be determined by the Buyer's surveyor when
such survey is performedpursuant. to paragraph 14 hereof.
.by Seller on i-t
WILLIAM WINCFIELD
CALLAWAY LAND-A-N- D CA LE, IN
Executed by Bayer on _ _. /a7z, 9S_
NF HOLDING, INC.
Initial Deposit under Paragraph 2 received; if other than cash, then subject to clemance:
McCarthy, Summers, Bobko & McKey, P.A.
BY:
TEeRENCE P. McCARTHY
G:\USERS\TPKCONTRACf.NF (DECEMBE'R 4, 1995)
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TOTAL P.02
., •
EXHIBIT LIST
Exhibit "A" - Pictorial
Exhibit "B" - Legal Description
14
6,
EXHIBIT "A" '
PICTORIAL
Seller will supply within fifteen (15) days of Effective Date.
15
EXHIBIT "B"
LEGAL DESCRIPTION
Seller will supply within fifteen (15) days of Effective Date.
16