Contract for sale - 1980-07-09

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Contract for sale - 1980-07-09

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Contract for sale - 1980-07-09
Publication Date:
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Box 2


Subjects / Keywords:
Ranchers -- Law and legislation -- Florida
Okeechobee, Lake (Fla.) ( lcsh )

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Source Institution:
University of South Florida
Holding Location:
University of South Florida
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The University of South Florida Libraries believes that the Item is in the Public Domain under the laws of the United States, but a determination was not made as to its copyright status under the copyright laws of other countries. The Item may not be in the Public Domain under the laws of other countries.
Resource Identifier:
035069031 ( ALEPH )
981477171 ( OCLC )
L41-00097 ( USFLDC DOI )
l41.97 ( USFLDC Handle )

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University of South Florida

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• • CONTRACT FOR SALE DOYLE E. CARLTON, JR., DOYLE E. CARLTON III, DONALD E. S MITH and DAVID DURANDO, hereinafter referred to as "Sellers", and NA.TIOMl'.L .L' .UIJUBOM SOCIETY INCORPORA . TED, A NEv! YORK CORPORATION, not for profit , hereinafter referred to as "Buyer'1, --------------------in c onsideration of Ten Dollars ($ 10.00 ) , -------------------this day paid by Buyer to Sellers, and the mutual covenants, promises and add t tional payments hereinafter set forth, do hereby agree as follows: 1. LEGAL DESCRIPTION: Sellers agree to sell and Buyer agrees to b uy tr . e real property in Okeechobee County, Florida, containing ap p roxim a tely 6,070 ~~res, more or less, as more particularly described on E xhibit "A" attached hereto and made a part hereof, hereinafter referred to as "Pr•)perty", together with all fixtures and improvements permanently installed on the Property, and toget};ler with all easements appurtenant to said Property for ingress, egress, drainage or otherwise. 2. PURCHASE PRICE: The purchase price of the Property shall be per gross acre as hereinafter defined. The Property contains approximately 6,070 acres, more or less, and, therefore, the total purchase pric e sh ail be $ 3,550,950.00 , subject to adjustments to _ reflect a purchas~ ., f_ ~)t price of e xactly $ 535. 00 per gross acre, and a prorated amount thereof ; (,' f j for any fractional acre contained in the Property, as set forth in the Survey ~'o (', 1 t/ r . , 1 I ' ..:~ { I , \ l • / { / '-, _ Sell e rs' e xpense, as set forth in Paragraph 10 below. ' ' . . , . ' For purposes of this 1 • , 11 ,. , 1 -. I Par a grapL dnd Paragraph 10 below, the term gross acres shall be and 1s her e by dcfined to mean the total number of acres located within the boundary lim~s of lh t.: Property less the road right-of-way for U. S. Highway 441, if any. Not withs tan ding the foregoing provisions of this Paragraph 2, the purchas e price for the acreage contained within the non-exclusive rights-of way described on Exhibit "A" shall not be included in the calculation of the acreage hdng sold to the Buyer. r l=' Tr.HFR RR0WI\I . ATTORNFV AT LAW , PO ROX 349 . AR C ADIA . F! OR ! f)A 31821


• • 3 . PAYMENT OF PURCHASE PRICE: The purchase price for the Property shall be paid as foll~ws: Initial deposit Cash at closing (subject to adjustments including acreage adjustments and prorations) TOTAL 4. EVIDENCE OF TITLE: Within 10 ----$ 100,000.00 3,450,950.00 $3,550,950.00 days from the date of this contract, Sel1ers shall, at their expense, deliver to Buyer a title insuranc e commitment issued by a title insurer approved by Buyer agreeing to issue to Buyer, upon recording the deed to Buyer, an Owner's Policy of Title Insurance with a marketability endorsement in the amount of the purchase price, insuring title of the Buyer to the Property subject only to (1) printed standard exceptions, (2) any existing mortgages to be released or satisfied at or prior to closing, (3) real property taxes for the year of closing and subsequent years, and (4) the items described on Exhibit "B" atta c hed hereto and made a part hereof. A title insurance policy with ma r ketability endorsement issued by Title & Trust Company of Florida or Lawyers' Title Guaranty Fund shall be acceptable to Buyer. A policy of title insurance issued by any other insurer shall be subject to approval by Bu ye r, which approval may be withheld by Buyer as he may determine in his sole discretion. It is specifically understood that all premiums for the commitment and final title policy (including marketability endorsement) shall be paid by Sellers. Buyer shall have five (5) days from the date of rec e ipt of the title insurance commitment to examine the same. If title is found defective, Buyer shall within three (3) days thereafter notify Sellers in writing specifying such defects. If said defects render the title unmarketable, Sellers shall have 120 days from receipt of such notice within which to r e move said defects and if Sellers are unsuccessful in removing -2-


. , . ' • • t~em within said time, Buyer shall have the option of either (1) accepting the title as it th~n is or (2) demanding a refund of all monies paid hereunder which shall forthwith be returned to Buyer whereupon Buyer and Sellers shall be released as to one another from all further obligations under this contract; provided, however, Sellers agree that they will , if title is found to be unmarketable, use diligent effort to correct the defects in title within the time provided therefor, which, however, shall not include the bringing of necessary suits. 5. PRORATIONS AND ADJUSTMENTS: Real property taxes shall be prorated based upon the current year's tax with the full discount; if taxes for the year of closing are not known at closing, prorations shall be . based . r on the prior year's tax, with full discount, provided that a subsequent reproration shall be had based upon the actual tax biH, with full discount, at the request of either party. Special assessment liens which shall become certified, shall be paid for by Sellers and any pending liens shall be assumed by B uyer. 6. CONVEYANCE: Upon receipt of the purchase price due at clo s ing, the Sellers will concurrently execute and deli er to the Buyer, or assigns, a good and sufficient statutory warranty deed to the above described Property, conveying the Property to the Buyer in fee simple, free and clear of all liens and encumbrances except subject to the items set forth in Paragraph 4 above (other than any existing mortgages which shall be released or satisfied at or prior to the closing) and applicable zoning ordinances, conditions, restrictions, limitations and easements of record, if any, approved and accepted by Buyer. Sellers shall be entitled to use the proceeds of sale to satisfy or release any existing mortgages at closing. 7. ATTORNEY'S FEES: Either party failing to comply with the terms of this contract will pay all expenses, including a reasonable attorney's fee (trial and appellate), incurred by the other party because of that failure. -3-


• • 8. BROKER: Each of the parties represent to the other that there is no broker connected with thts transaction. 9. COSTS: Costs and charges incident to this transaction will be paid as follows: Deed Stamps on deed Recording deed Title insurance with marketability endorsement Survey Sellers Sellers Buyer Sellers Sellers 10. SURVEY: Sellers will, at their expense, cause a survey of the P~operty to be prepared by a duly licensed and registered Florida Surveyor. Sellers shall cause the survey to be delivered to Buyer at least 3 days ----prior to closing. The survey shall set forth an accurate description of the Property together with the calculation of the number of gross acres, as defined in Paragraph 2 above. The survey shall be a boundary survey only. If the survey shows any encroachments from or onto the Property, such encroachments shall be deemed to be defects in title. 11. POSSESSION: Possession of the Property will be delivered to Buyer on August 1, 1980. 12 RIGHT OF FIRST REFUSAL: . See Exhibit nc". 13. LIEN AFFIDAVIT: Sellers shall, both as to the realty and personalty being sold hereunder, furnish to Buyer at the time of closing an affidavit attesting to the absence unless otherwise provided for herein, of any financing slate men ts, claims of lien or potential lienors known to Sellers and -4-


.. further attesting that there have been no improvements to the property for 90 days immediately preceding date of closing. If the Property has been improved within said time, Sellers shall deliver releases or waivers of all mechanic's liens, executed by general contractors, subcontractors, suppliers, and materialmen, in addition to Sellers' lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and and further reciting that in fact all bills for work to the subject property which could serve as a basis for a mechanic's lien have been paid or will be paid at n , (i ti . closing . . : ~;(DELETE) 1 4. IYIXX~.lWm.K}0'~.lOOIXIKJ(OOX:Wumm:~EX;tjx~fil{~~, V --;;: ~:~X20f)1Xlx~~i~Rit.m<~llkx31.xxxix~~~i~~filcffi~ .. mi~in~ -C , , hl\.Al\.M\. ' \ t~ ~!Xi);:~n:oc~rootnx~~xx'K)}';,iootkw~oc~~~~.xrur.rutlni i i 9 1! J./ ~RxmtK:imx~mo,aurn11.11K~m:m-~IDOOOOt~ JU{Qf.~XlXt~'t.IDUOOU{OCOC2SXOO.XKN.MtX1MR.KOCQ{~JOOrnx~~NX~~g~f.'7,_ 15. CLOSING: The closing of this transaction, by which the parties mean the paym e nt of all of the purchase price due at the time of closing and the execution and delivery of each party to the other of all documents necessary for the consummation of the transaction, shall be held at the offices of FEDERJ\l .. LM'1D DANI<, OKEECHOBEE FLORIDA , or __________________ ___,._ __________ _ such other mutually agreeable place, on August 1, 1980. 16. INTERPRETATION AND ASSIGNABILITY: In the interpretation of ~ his c o ntract, the singular shall be deemed to include the plural and vice versa wh e never the context requires. The parties acknowledge that this contract is freely assignable and constitutes their entire agreement. J. 7. CASH: The term cash as used herein shall mean either currency, cashier' s check of a bank located in the county of the closing of this transaction. . ' -


... . '. . i /f I . • 1 18. DEFAULT: If Buyer fails to perform this contract within the time specified, the deposit paid by the Buyer as aforesaid shall be retained by or for the account of Seller as liquidated damages, consideration for the execution of this contract and in full settle ment of any claims; whereupon all parties shall be relieved of all obligations under this contract. It is specifically agreed that Sellers' sole remedy in the event of Buyer's breach shall be retent ion of Buyer's deposit as aforesaid. If, for any reason other than failure of Seller to render his title marketable after diligent effort, Seller fails, neglects or refuses to perform this contract, the Buyer may seek (continued on page 6).


• • ( ,. , ; t i hi ' /irv 18. ~o_,

.. • • 2 3. NOTICES: All notices or other communications given or made pursuant hereto, or for. the purposes of invoking or enforcing any of the provisions hereof, shall be in writing and shall be delivered or mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed as follows: If to Sellers: With a copy to: If to Buyer: With a copy to: Doyle E. Carlton, Jr. Doyle E. Carlton III Donald E. Smith David Durando 2 2 . 2 South 6th A venue Wauchula, Florida 33873 Fletcher Brown Attorney at Law P. 0. Box 349 Arcadia, Florida 3 . 3 82 l Michael Dennis General Counsel 1800 North Kent Street -8th Floor Arlinoton, Viroinia 22209 Gomer E. Jones Senior Vice President 950 Third P venue New York, New York 10022 24. ESCROW AGENT'S RESPONSIBILITIES: In the event of any dispute between Sellers and Buyer with respect to disbursement of the deposit, the escrow agent shall have the right to tender same into court and to interplead both parties hereto and thereafter be free from further liability to the parties. Except for gross negligence or willful misconduct, escrow agent shall be excused from all responsibility, including insolvency of any depository, absolutely. 2 5. NON-RECORDABILITY: Recording of this Agreement in the public records of any county in the State of Florida by either party shall constitute a default by it hereunder. 26. TIME OF ESSENCE: Time is of the essence of each and every term, condition, obligation and provision hereof. -7-


•It • • IN WITNESS WHEREOF, the parties have executed these presents the day and year first above written. Signed, sealed and delivered in the presence of: As to Bu y er Donald E. Smith ........ David Durando N f. T IO ~! A . L 'J-' . I' n LI B O N S () C I ET Y , rr, ; C • BY ITS SENIOR VICE PPESIDENT Exe cuted b y Sellers this 91)) . day of_(}_ ~~ _,_ 1 _ t _, 1980. (b , , 7 Exe cuted b y Buy e r this CJ . -day of J: v , 1980, ------------RECEIPT BY ESCROW AGENT F LETCHER BROWN, Escrow Agent, does hereby acknowledge receipt of the sum of$ ] C01 0 Q 0 , subject to clearance of funds, to be held in accordance with the terms of the foregoing contract. ---------FLETCHER BROWN 8-F LF TCHER BROWN , ATTORNEY AT LAW. P . O . BOX 349 . ARCADIA , FLORIDA 33821


• l•:XllllHT "/\" SP.ctionR 19, 20, 20, : w, :n and ]2 Township :{:-J South, Range : M t • :aHl; AND S e c lionR 2 4, 2 5 and : rn T ownship : c{ South, Hang e :n Oke e chob ee County, Florid a • None xclusive r o ad right of way over North 70 feet of that part of Section I, Township]:{ South, RangP : M l•:ast, lying West of U. S. llighway 441 and ov~r th f' North 70 feet. of S e ctim s 2 and 3, Town ship :n South, Hange :34 l•: a st; TOG ETI l TT WITH Non -exclusiv e road right of way 0ver the W e st 60 f e et of Sections 3, 10 and 15, Township : CJ South, Hange :M East, and over a 60 foot squar e p a rcel of ground in the Northwest corn e r of Section 22. Township : c1 South. Hang P ]4 Ea s t, and ov e r the North 60 feet of Sect.ion 21 . T o wn s hip : 3:{ South, flange : l4 1,;ast. In the . alternative, and preferable if t~e Sellers may so convey, they wi:l 1 convey-' the foll owtnq descri _ be.d eas~ment for inoress and egress and uttltty purposes~ A non-exclustve easement for tnn~ess and enress over and upon the South 70 feet of Secttons 33~ 34 and 3~7 Township 33 South ~ Range 34 East~ Okeechob~e County~ Florida, and over and upon the East 35 feet qf Sectton 35~ Township 33 South, Range 34 East~ Okeechobee County~ Flori da, to a point j5 feet North of the center line of said Sectton 35, and over and upon the West 35 feet of the South 1/2 of Section 36~ township 33 South, Range 34 East, Okeechob f County, Flortda, It ts understood and aoreed that this non-exclusi v 1 eastment may be used by tffe Grantor, its . successors and assions for the road right~of~way purposes. , Said property to be more fully described and &onveyed in accordance wi th a survey of the subject premises to be prepared and completed before closing hereunder by a duly licensed Florida Surveyor. 1v ~ 1, '-' ty{J I v (:J ; i'1 j/t t


• • EXHIBIT II B II l. Zoning restrictions, public utility easements of record and road easements of record, if any. 2. Perpetual drainage easement between Riteco Development Corporation and Adams Ranch, Inc., said easement running over and through Section 24 Township 33 South Range 33 East, Okeechobee County, Florida, provided that the use and maintenance of this ease ment will not adversely affect the intended use of the subject premises as a Nature Preserve or Wildlife Sanctuary. 3. Non-exclusive road right-of-way over the north 70 feet of that part of Section l lying West of U.S. Highway 441 and Sections 2 an d 3, all in Township 33 South, Range 34 East, Okeechobee County, Florida. 4. Subject to grazing rights in O'Berry, which will expire on or . b.efore September 15, 1980. r /c (b I ;J f J


• • EXHIBIT 11C11 RIGHT OF FIRST REFUSAL: Grazing Lease As a condition surviving the closing contemplated hereunder, the Sellers shall retain a right of first refusal over future grazing rights to be granted by the Buyer provided that the terms and condition s of any future grazing rights shall be at the sole discretion of the Buyer. Said right of first refusal shall terminate on the first of the following events to occur: 1. Ten years from date, or 2. Upon the Sellers or their immediate family ceasing to own contiguous property.


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