HomeMy WebLinkAbout2005-220 LOT)
,
ANSIN (Environmental Lands Property)
OPTION AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this 21st day of June , 2005 , by and between RONALD M.
ANSIN, , (" Seller"), and INDIAN RIVER
COUNTY, apolitical subdivision of the State of Florida, whose address is 1840 25 `h Street, Vero Beach,
Florida 32960 ("Purchaser" or "Local Government" or "County") .
1 . GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real
property located in Indian River County, Florida, described in Exhibit "A" , together with all
improvements, easements and appurtenances ("Environmental Lands Property" or "EL Property"), in
accordance with the provisions of this Agreement. This Option Agreement becomes legally binding upon
execution by the parties but exercise of the option is subject to approval by Purchaser and is effective only
if the County, on behalf of Purchaser, gives written notice of exercise to Seller.
2 . OPTION TERMS . The option payment is $ 100 .00 (" Option Payment"). The Option Payment
will be forwarded to Seller as soon as possible . The option may be exercised during the period beginning
with the Purchaser's approval of this Agreement and ending on June 30 , 2005 (" Option Expiration Date "),
unless extended by other provisions of this Agreement. In the event the Purchase Price (as hereinafter
defined in paragraph 3 .A) is not available by the Option Expiration Date, the period of exercise of the
option may be extended until such funds become available, not to exceed 30 days after the Option
Expiration Date, by written notice to Seller. The parties agree to use their best efforts to exercise the
option and close as soon as possible prior to the Option Expiration Date, so long as all requirements of this
Agreement are fulfilled.
3 .A. TOTAL PURCHASE PRICE . The total purchase price (" Total Purchase Price" ) for the EL
Property is ONE MILLION NINE HUNDRED THIRTY NINE THOUSAND FIVE HUNDRED and
no/ 100 Dollars ($ 1 ,939, 500) which, after reduction by the amount of the Option Payment, will be paid by
Purchaser by certified check or other cleared funds at closing to Seller or Seller's designated agent who
meets the requirements of Section 253 . 025 , Florida Statutes , in the manner set forth herein. The Total
Purchase Price is based on acreage estimates utilized in the appraisals obtained by the County: including a
total acreage of approximately 32 . 3 acres, of which approximately 28 . 8 acres are upland; approximately
2 . 15 acres at the southwest corner of the tract is zoned commercial, and the remainder is zoned residential.
The Purchaser will establish the final approved Total Purchase Price after completion and approval of the
survey as required in paragraph 5 confirming sufficient acreage (total, wetland, commercial zoning,
residential zoning) to support the Total Purchase Price. This Agreement is contingent upon approval of the
survey, and consequent approval of the Total Purchase Price, by Purchaser. Conveyance of the EL
Property in fee simple from Seller to Purchaser will take place at the closing, in exchange for the payments
to be made by Purchaser to Seller at closing as set forth above in this paragraph 3 .A.
3 .13 . ADJUSTMENT OF TOTAL PURCHASE PRICE . If, prior to closing, Purchaser determines that
the Total Purchase Price stated in paragraph 3 .A. exceeds the final County approved appraised value of the
EL Property, the Purchaser in its sole discretion, shall have the right to terminate this Agreement and
02 / 21 / 05
Page 1
w
1 _
neither party shall have any further obligations under this Agreement. If Purchaser elects to terminate this
Agreement, it shall provide written notice to Seller of such election within 10 days after Purchaser ' s receipt
of written notice from Purchaser' s appraisers of the final County approved appraised value .
4 .A. ENVIRONMENTAL SITE ASSESSMENT. The County may, at its expense and prior to the
Option Expiration Date, conduct an environmental site assessment of the EL Property which meets the
standard of practice of the American Society of Testing Materials ("ASTM") . The examination of
hazardous materials contamination shall be performed to the standard of practice of the ASTM, Practice E
1527 . For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance,
material or waste of any kind or any other substance which is regulated by any Environmental Law (as
hereinafter defined in paragraph 4 .13 .) . County agrees to deliver to Seller a complete copy of all reports of
the results of tests or inspections obtained by County pursuant to this Paragraph 4 .A . To the extent
permitted by law, County agrees to that its shall be responsible for any and all losses, damages, costs and
expenses arising out of the presence of County, or County's employees or agents, upon the EL Property
and/or the performance of such tests and investigations by or on behalf of County. The provisions of this
Paragraph 4 .A will survive Closing and delivery of the deed of conveyance. .
4.13 . HAZARDOUS MATERIALS . In the event that the environmental site assessment provided for in
paragraph 4 .A. confirms the presence (or significant risk of the presence, as determined in Purchaser' s sole
discretion) of Hazardous Materials on the EL Property, Purchaser, at its sole option, may elect to terminate
this Agreement and neither party shall have any further obligations under this Agreement.
5 , SURVEY. Purchaser shall, at its sole cost and expense and not less than 60 days after the
effective date of this Agreement prepare or obtain a current boundary survey of the EL Property prepared
by a professional land surveyor licensed by the State of Florida which meets the standards and
requirements of the County, and the County' s anticipated funding partner, the Florida Communities Trust.
Copies of such survey shall be provided to Seller. The Survey shall be certified to Purchaser, title insurer,
closing agent and FloridAffmity, Inc ., and the date of certification shall be within 90 days before the date
of closing, unless this 90 day time period is waived by Purchaser and by the title insurer for purposes of
deleting the standard exceptions for survey matters and easements or claims of easements not shown by the
public records from the owner's title policy. If the Survey shows any encroachment on the EL Property or
that improvements intended to be located on the EL Property encroach on the land of others, the same shall
be treated as a title defect.
6 . TITLE INSURANCE . Seller shall, at his sole cost and expense and at least 35 days prior to the
Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by
an owner's marketable title insurance policy (ALTA Form "B " ) from Attorney' s Title Insurance Fund,
issued by Seller' s attorney, insuring marketable title of the Purchaser in and to the EL Property in the
amount of the Total Purchase Price . Seller shall require that the title insurer delete the standard exceptions
of such policy referring to : (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey
matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens .
7 . DEFECTS IN TITLE . If the title insurance commitment or Survey furnished to Purchaser
pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall,
within 30 days after notice from Purchaser, undertake a good faith effort, but without any obligation to
spend in excess of $ 1 ,000 in total, to remove said defects in title . Seller shall not be obligated to bring suit
to cure said defects. If Seller is unsuccessful in removing the title defects within said time or if Seller fails
02 / 21 / 05
Page 2
to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then is with no
reduction in the Total Purchase Price, or (b) terminate this Agreement, thereupon releasing Purchaser and
Seller from all further obligations under this Agreement.
8 . INTEREST CONVEYED . At closing, Seller shall execute and deliver to Purchaser a statutory
warranty deed in accordance with Section 689 . 02 , Florida Statutes, conveying marketable title to the EL
Property in fee simple free and clear of all liens, reservations, restrictions, easements, leases , tenancies and
other encumbrances, except for those that are acceptable encumbrances in the opinion of Purchaser and do
not impair the marketability of the title to the EL Property, nor its management for the purposes of the
County environmentally sensitive lands acquisition program. The grantee in Seller's Warranty Deed shall
be Indian River County, a political subdivision of the State of Florida. County shall take title to the
Property "as-is, where is with all faults" as of the time of recording of the warranty deed to County, except
for the representations and warranties of Sellers set forth in this Agreement, the warranty deed, and in the
closing documents.
9 . PREPARATION OF CLOSING DOCUMENTS . Upon execution of this Agreement, Seller shall
submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure
statement as required by Sections 286. 23 , and 380 . 08 (2), Florida Statutes, as set forth in Addendum A of
this Agreement. Seller or his title agent shall prepare the deed described in paragraph 8 of this Agreement;
Seller's and Purchaser' s closing statement; the title, possession and lien affidavit certified to Purchaser and
title insurer in accordance with Section 627 . 7842, Florida Statutes;; and, an environmental affidavit in the
form attached hereto entitled "Environmental Affidavit. " All prepared documents shall be submitted to the
County for review and approval at least 30 days prior to the Option Expiration Date .
10 . PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to
be provided by Seller under this Agreement within 15 days after receipt by Purchaser of all of the required
items. Seller will have 15 days thereafter to cure and resubmit any rejected item to Purchaser.
11 , EXPENSES . Seller will pay the documentary revenue stamp tax and all other taxes or costs
associated with the conveyance, including the cost of recording the deed described in paragraph 8 of this
Agreement and any other recordable instruments which Purchaser deems necessary to assure good and
marketable title to the EL Property.
12 . TAXES AND ASSESSMENTS . All real estate taxes and assessments which are or which may
become a lien against the EL Property shall be satisfied of record by Seller at closing. In the event the
Local Government acquires fee title to the EL Property between January 1 and November 1 , Seller shall, in
accordance with Section 196 .295 , Florida Statutes, place in escrow with the county tax collector an amount
equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage
rates on the EL Property. In the event the Local Government acquires fee title to the EL Property on or
after November 1 , Seller shall pay to the county tax collector an amount equal to the taxes that are
determined to be legally due and payable by the county tax collector.
13 . CLOSING PLACE AND DATE. The closing shall be on or before 30 days after the option is
exercised unless extended as set forth in this Agreement. The date, time and place of closing shall be set
by County, after consultation with Seller. The parties agree that a closing as early as reasonably possible is
the intention of Seller and Purchaser. If the closing is not completed on or before August 5 , 2005 , Seller
may terminate this Agreement by the giving or notice to Purchaser.
02 / 21 / 05
Page 3
14 . RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or
damage to the EL Property prior to the date of closing and warrants that the EL Property shall be
transferred and conveyed to the Purchaser in the same or essentially the same condition as of the date of
Seller's execution of this Agreement, ordinary wear and tear excepted. However, in the event the condition
of the EL Property is altered by an act of God or other natural force beyond the control of Seller, Purchaser
may elect, at its sole option, to terminate this Agreement and neither party shall have any further
obligations under this Agreement. Seller represents and warrants that there are no parties other than Seller
in occupancy or possession of any part of the EL Property.
15 . RIGHT TO ENTER PROPERTY AND POSSESSION . Seller agrees that from the date this
Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to
enter the EL Property for all lawful purposes in connection with the this Agreement. With regard to any
entry by Purchaser upon the EL. Property prior to closing, Purchaser' s liability to Seller or to any third party
shall be subject to the limitations and conditions specified in section 768 . 28 , Florida Statutes . Seller shall
deliver possession of the EL Property to the County at closing.
16 . ACCESS . Seller believes that there is legal ingress and egress for the EL Property over public
roads or valid, recorded easements that benefit the EL Property. Within thirty (30) days of the effective
date of this agreement, Purchaser shall satisfy itself as to the status of legal ingress and egress ("Access") .
If Purchaser determines Access is not satisfactory, Purchaser may elect to terminate this Agreement by
delivering written notice to Seller not later than thirty-five (35 ) days after the effective date . Failure to
deliver such notice shall be deemed to confirm Purchaser ' s acceptance of Access as being satisfactory.
17 . DEFAULT. If Seller defaults under this Agreement, Purchaser may waive the default and proceed
to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid .
If Purchaser defaults under this Agreement, Seller may seek any remedy permitted by law or in equity
including specific performance resulting from Purchaser's default. In connection with any dispute arising
out of this Agreement, including without limitation litigation and appeals , each party will be responsible
for its own attorney's fees and costs .
18 . BROKERS . Seller and Purchaser warrant to each other that no persons, firms, corporations or
other entities are entitled to a real estate commission or other fees as a result of this Agreement or
subsequent closing, except as accurately disclosed on the disclosure statement required in paragraph 9 .
Seller shall indemnify and hold Purchaser harmless from any and all such claims, whether disclosed or
undisclosed.
19 . RECORDING. This Agreement may not be recorded.
20 . ASSIGNMENT. This Agreement may be assigned by Purchaser to other governmental entities, in
which event Purchaser will provide written notice of assignment to Seller. This Agreement may not be
assigned by Seller without the prior written consent of Purchaser.
21 , TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
22 , SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected.
02 / 21 / 05
Page 4
23 . SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's heirs, legal
representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement
and Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by
it. Whenever used, the singular shall include the plural and one gender shall include all genders .
24 . ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties . No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by the parties .
25 . WAIVER. Failure of Purchaser or Seller to insist upon strict performance of any covenant or
condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or right; but the same shall remain in full
force and effect.
26 . AMENDMENTS . No modification, amendment or alteration hereto , shall be effective or binding
upon any of the parties hereto until it has been executed by all of the parties hereto .
27 . ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part
of this Agreement.
28 . NOTICE. Whenever either party desires or is required to give notice unto the other, it must be
given by written notice, and either delivered personally or mailed to the appropriate address indicated on
the first page of this Agreement, or such other address as is designated in writing by a party to this
Agreement.
29 , SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Seller
set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in
paragraph 8 . of this Agreement and Local Government's possession of the EL Property.
30 , CONDITION. The purchase and sale of the EL Property under this Agreement is linked to and
conditioned upon the purchase and sale of the ROW Property in accordance with that certain Agreement to
Purchase and Sell Real Estate, dated , 2005 , (the "ROW Agreement") which is by this reference
made a part of this Agreement. The linking of these two contracts and the closing of the two transactions
shall be as set forth in Addendum B of this Agreement.
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER, IF THIS
AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE MAY 20 , 20052 THIS
OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT
THIS OFFER BY EXECUTING IT. SELLER UNDERSTANDS AND AGREES THAT THIS OPTION
AGREEMENT SHALL BE FULLY BINDING UPON IT AS OF THE TIME OF EXECUTION BY
SELLER, FOLLOWED WITHIN A REASONABLE TIME THEREAFTER (NO MORE THAN 45
DAYS) BY EXECUTION BY INDIAN RIVER COUNTY. THE EXERCISE OF THIS OPTION IS
SUBJECT TO : ( 1 ) APPROVAL OF THIS AGREEMENT, AND THE TOTAL PURCHASE PRICE, BY
PURCHASER, (2) CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN EXCESS
OF THE FINAL COUNTY APPROVED APPRAISED VALUE OF THE EL PROPERTY, AND (3 )
02 / 21 / 05
Page 5
COUNTY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY SELLER.
THE COUNTY' S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS CONTRACT IS
CONTINGENT UPON AVAILABILITY OF FUNDING FROM THE COUNTY ENVIRONMENTAL
LANDS BOND FUND .
SELLER
RONALD M. AN
to sSeller Date signed by Seller'
PURCHASER
INDIAN RIVER COUNTY
By: 5
Witness as Purchaser r Name :_ Thomas S . Lowther
Its : Chairman
Witness as to Purchaser
Attest:
(Clerk or Deputy Clerk of Court)
(OFFICIAL SEAL)
June 21 , 2005
Date signed by Purchaser
Approved as to Form and Legality
By: k;I &��
County Attorr�ey
Date :
02 / 21 / 05
Page 6
STATE OF
COUNTY OF Al 1'114
rN
The foregoing instrument was acknowledged before me this a4 Ll day of k/ t4 )/ , 2005 ,
by Ronald M. Ansin, as Seller, who is personally known to me or who has produced a driver's license
issued within the last five years as identification.
(NOTARY PUBLIC)
SEAL Notary ublic
V; t� r7 M C .- e to -S
(Printed, Typed or Stamped Name of
,_.. .. , t..
.. Notary Pudic)
ssion No . :10 A
7vI Commission Expires :
r VIVIAN IN . CREWS
3 Notary Public = Stete of Florida
• MY COMM, EXON Sep 25, 2006
Commteelon S DD130206
[ionded 9y Natldnsi NotaryAssn.
02 / 21 / 05
Page 7
ADDENDUM A
BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT
(OTHER)
E-
STATE OF i"L_CAIZ)Oq )
COUNTY OF :t :� l 1 7 )
Before me, the undersigned authority, personally appeared RONALD M. ANSIN, this day of �" , 2005 ,
who, first being duly sworn, deposes and says :
1 ) That RONALD M. ANSIN whose address isz3`6c� L`>/O--Zcy Jlkd, • , P•7h best ' ,0etrzkra; z J- ,3
is the record owner of the EL Property. The following is a list of every "person" (as defined in Section 1 . 01 (3 ) , Florida
Statutes) holding 5 % or more of the beneficial interest in the EL Property:
(if more space is needed, attach separate sheet)
Name Address Interest
RONALD M. ANSIN 100%
2) That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate transaction or who
have received or will receive real estate commissions attorney's or consultant's fees or any other fees or other benefits
incident to the sale of the EL Property are :
Name Address Reason for Payment Amount
NONE,
3 ) That, to the best of the affiant's knowledge , the following is a true history of all financial transactions (including any
existing option or purchase agreement in favor of affiant) concerning the EL Property which have taken place or will take
place during the last five years prior to the conveyance of title to RONALD M. ANSIN :
02 / 21 / 05
Page f3 _
• 1 1
Name and Address Type of Amount of
of Parties Involved Date Transaction Transaction
NONE.
This affidavit is given in compliance with the provisions of Sections 286 . 23 and 380 . 08 (2), Florida Statutes ,
AND FURTHER AFFIANT SAYETH NOT. AFF
SWORN TO and subscribed before me this rH day of _�''1� y , 2005 , by RONALD M .
ANSIN, who is personally known to me or who has produced a driver's 1cense as id tification and who did take an oath.
�;N VIVIAN 1A, CREWS No P is
• Notary Public - 3t8te V iHiaM� �` 6ri 't /�
• •= My Comm. Expiro Sep::7S.
:;y = Commission f ted, Typed or Stamped Name of Notary)
,�,�••' Bonded Py Natiarsi7VoftA1ft ssion No . : / C 3 ( 6
ommission Expires : 1144 ^ o
APPROVED AS TO FORM AND LEGALITY
By: u� [woe'�
County Attorney /
Date :
02 / 21 / 05
Page rl
ADDENDUM B
Escrow for closing of EL Property and ROW Property
In accordance with the agreement of the parties in this Agreement (the "EL Agreement") and the ROW
Agreement that the two transactions shall be conditioned upon each other, all parties of both agreements
agree to the following closing and escrow procedure :
1 . Closings under the EL Agreement and ROW Agreement (the "Ansin Agreements") will be held at one
time, determined in accordance with the EL Agreement. The closing agent will be Seller' s attorney acting
as agent of the title insurance company. The escrow agent will be a title company or attorney designated
by the County, with the approval of the Seller, which approval shall not be unreasonably withheld . The
County may designate the closing agent as escrow agent.
2 . Prior to the closing all parties to the Ansin Agreements will execute an escrow agreement in the form
attached hereto as Addendum C . At the closing all documents necessary to complete the transfer of title
and all other requirements of the Ansin Agreements will be deposited in escrow with the escrow agent
attached to the ROW Agreement. The following documents will be so deposited: Deed from Ronald A.
Ansin under the EL Agrement; County funds for the purchase under the EL Agreement; deeds from
Edmund N. Ansin and RO-ED Corporation under the ROW Agreement; fully executed Impact Fees Credit
Agreement; executed closing statements ; corrective documents, if any, in accordance with the Ansin
Agreements; any and all other documents required to complete the transactions in accordance with the
Ansin Agreements .
3 . As soon as practicable after closing in escrow the County will schedule Board of County Commission
consideration of the right-of-way abandonment contemplated by the ROW Agreement. Upon written
notification from the County to the escrow agent and closing agent that the abandonment has been
completed, the escrow agent shall obtain from the closing agent a check down of the title to the then
current date, record all documents to be recorded, release all funds as set forth in the closing statements,
and deliver any other documents in the escrow to the appropriate parties . The escrow shall then be
terminated as of the completion of these tasks by the escrow agent. Upon written notification from the
County that the abandonment has not been approved, the escrow agent shall return all documents and
funds to the depositors and the escrow shall be terminated as of completion of these tasks . If for any
reason the escrow has not been terminated by 5 :O0PM Eastern on August 5 . 2005 , the escrow agent shall
as soon as possible thereafter return all documents and funds to the depositors and the escrow shall be
terminated as of completion of these tasks .
SELLER: COUNTY:
ICON�ANSIN INDIAN RIVER COUNTY, FLORIDA
By: L
�
Date signed: 'I A Y y' 2 12A Date Signed: June 21 , 2005
l
Atte".. K. Barton, ClC 1 �
By Ran '/�.`�
IDeputy C err
02 / 21 / 05
Page 30
ENVIRONMENTAL AFFIDAVIT
STATE OF FLORIDA )
SS :
COUNTY OF )
BEFORE ME , the undersigned authority personally appeared
( " Seller " ) , who
being by me first duly sworn , deposes and states :
1 . That Seller is the sole owner in fee simple and now in possession of the
following described property together with improvements located thereon located in
County , Florida , to - wit :
See Exhibit " A " attached hereto and by this reference made a part
hereof ( hereinafter " the Property " )
2 . That Seller is this day ( the " Closing Date " ) conveying the Property to
hereinafter referred to as the " Purchaser " .
3 . For purposes of this Affidavit the term " Environmental Law " shall mean any and
all federal , state and local statutes , laws , regulations , ordinances , rules , judgments ,
orders , decrees , permits , concessions , grants , franchises , licenses , agreements or other
governmental restrictions relating to the protection of the environment or human health ,
welfare or safety , or to the emission , discharge , seepage , release or threatened release of
Hazardous Materials ( as hereinafter defined ) into the environment including , without
limitation , ambient air , surface water , ground water , or land , or otherwise relating to the
handling of such Hazardous Materials . For purposes of this Affidavit the term " Hazardous
Materials " shall mean any contaminant , chemical , waste , irritant , petroleum product , waste
product , radioactive material , flammable or corrosive substance , explosive , poly - chlorinated
biphenyls , asbestos , hazardous or toxic substance , material or waste of any kind , or any
ether substance which is regulated by any Environmental Law .
4 . As of the Closing Date , Seller warrants and represents to Purchaser , its
successors and assigns that :
( i ) Seller has not placed , or permitted to be placed , any Hazardous
Materials on the Property , and , to the best of Seller ' s knowledge , no other person or entity
has placed , or permitted to be placed , any Hazardous Materials on the Property .
( ii ) To the best of Seller ' s knowledge , but without investigation , there
does not exist on the Property any condition or circumstance which requires or may , in the
future , require cleanup , removal or other remedial action or other response under
Environmental Laws on the part of Seller or a subsequent owner of all or any portion
of the
Property or which would subject Seller or a subsequent owner of all or any portion of the
Property to liability , penalties , damages or injunctive relief .
( iii ) To the best of Seller ' s knowledge , but without investigation , no
underground treatment , buried , partially buried or above ground storage tanks , storage
vessels , sumps , drums , containers , water , gas or oil wells , or landfills are or have ever
been located on the Property .
( iv ) Seller , and to the best of Seller ' s knowledge , but without Seller ' s
investigation , any other person or entity that has owned , occupied or possessed the Property ,
has never violated , and is presently in compliance with , all Environmental Laws applicable to
the Property .
( v ) No warning notice , notice of violation , administrative complaint ,
judicial complaint or other formal or informal notice has been issued by any federal , state
02 / 21 / 05
Page it
or local environmental agency alleging that conditions on the Property are in violation of
any Environmental Law .
( vi ) Seller is not subject to any judgment , decree , order or citation
related to or arising out of Environmental Laws , and Seller has not been named or listed as
a
potentially responsible party by any governmental body or agency in a matter arising under
any Environmental Law .
5 . That Seller makes this Affidavit for the purpose of inducing Purchaser to
purchase the Property , and Seller acknowledges that Purchaser will rely upon the
representations and warranties set forth in this Affidavit .
FURTHER AFFIANT SAYETH NAUGHT .
( SEAL )
SWORN TO and subscribed before me
this day of 2005 ,
by who
is personally known to or who has
produced
as identification .
Notary Public
( Printed , Typed or Stamped Name of
Notary )
commission No . :
My commission expires :
02 / 21 / 05
Page ) 2,
EXHIBIT "All
Legal Description
As described in the deed recorded at Official Records Book 851 Page 2537, Public Records of Indian River County.
Tax parcel # 32-28-33 -00000-5000-00003 .0 .
(The final legal description will be as reflected on the County-approved survey.)
02 / 21 / 05
62$5Qz
WA,IARAMCO FORM S
flliutUlOey
f. i. a1i,07
0
lSladeatu
1 � . 5 bS :Valle this 23rd riny of December ,t. 1). 111 U11M ANWELT CORPORATION
�3P •
3r
of flip C Canty ul Worcester . to file Slate of Massachusetts • party of file first pori, and
RONALD M . ANSIN
of flip County of Worcester , in the Slate of Massachusetts whose post office address is
132 Littleton Road , Harvard , Massachusetts 01451
purl of Ilse second part,
WItness¢thF Thal the said party �h�of [he fiirdstt��ppdaart, or and in consideration of the sum of
Six Hundred Seventy-Eight Thousand X7flpGm�mf]Wd 1678 , 300) Dollars.
to it In hand paid by tlle' said party o( the second part• the receipt whereof is hereby aelenowl-
edged, lro s granled• bargained, and sold to the said party of the second part, and its heirs
atilt assigns forever, file following described land, siluale, and being in the Courtly of Indian River
Smir of Florida , lo-wit :
Parcel One :
The Northeast 1 / 4 of the Northeast 1 /4 of Section 3 , Township 32 , Range 38 ,
Indian River County , Florida , containing 40 acres , more or less , and
Parcel Two •
The Northwest 1 /4 of the Southwest 1 /4 of Section 23 , Township 31 , Range 38 ,
less RY R/W and less R/W as in Record Book 226 at Page 263 , of the Public
Records of Indian River County , Florida , containing 33 . 7 acres , more or less *
ca
r co
DOCUMENTARY STAMPS 3 3, 730 . 6s' c ,
JEFFREY K. CARTON, CLERK -
INDIAN RIVER COUNTY
tr
Q 0 . !
y
And the said party of The first part does hereby fully warrant the title to said land, and will defend the
same against the lawful elof'ms of al� pe sons whomsoeuer.
ca se l est presents to be exe uted in its name and i s
cgcporate seal to be hereunto a fixed by its proper of icers
In UIt11ESS Whir
The said party of the first part has of • •
s(9rrrlflxxxrixlli file day and year first above written.
! vr' '
Is
Signed spJlalpd and delivered in iiia presence of: ;; r ; I.
C�J .......... �'�cQl 2v...................
Wj,tness { - lJ C. Perry Harrison , Vice Pk,Ssldent
�, .i c; r :
A i W S `
Witness �- Frederick We Smiitth , Clerk
::'��nn : res::.:: . � •
✓ STATE OF RbORiOdlr. MAINE tr
COUNTY OF Penobscot
I HEREBY CERTIFY that on this day, before me, an
officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared
C . Perry Harrison , Vice President of Anwelt Corporation
to me known to be the person described in and who executed the foregoing instrument and acknowledged
before mr that he executed the same- on behalf of the corporation : •. . ,
WITNESS my hand and official seal in the County and State last aforesaid this �j (� f�G: `�. Jay of
December A. D. 19 89 1
I' RETURN T0:
BRUCE F, IDEN, ESQ.
2100 Ponce de Leon Blvd. Notary Public
Iii
: r .
Suite 600, Miami, FL 33134 My Commission Expires :
PATRICIA M JACKSON
NOTARY MAIL kmgtl
Henry S . Healy MY 901AUISSMN IXPIAIS Ju I
%lir Irufnntrtuf p,rpmcd by: gingham , Dana b Could
At/tlett 150 Federal Street
X ; A
Boston , MA 02110 tB IT -A '
O . R . 8
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF WORCESTER
I HEREBY CERTIFY that on this day , before me , an
officer duly authorized in the State aforesaid and in the
County aforesaid to take acknowledgements , personally
appeared Frederick W , Smith , Clerk of Anwelt Corporation , to
me known to be the person described in and who attested the
foregoing instrument and acknowledged before me that he
attested the some on behalf of the corporation .
WITNESS my hand and official seal in the County and
State last aforesaid this dIdLI!h day of December , 1989 ,
Notary Public
`3
My Commission Expires :Smdrs AM Cnig V.
Y:
MY Commluion Expita AuDud 31, 19 45 ^, -.�r ,' - .• � `
17
� i f " ✓ � 1 I i µ" i
0 . R . 851 PG 2538
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into as ofthis
_ day of May 2005 by and among Indian River County, a political subdivision of the State of
Florida ("Buyer"), Edmund N. Ansin, Trustee and RO-ED Corporation , (" Seller")
(Buyer and Seller are from time to time collectively referred to as "Principal(s)"), and the law firm of
Milledge & Iden ("Escrow Agent") .
RECITALS
1 . Buyer and Seller entered into that certain Agreement to Purchase and Sell Real Estate
dated May 2005 , (the "Purchase Agreement") with respect to the sale and purchase of the
Property (as defined in the Purchase Agreement) .
2 . In order to complete the sale and purchase of the Property by Buyer and Seller, the
Principals desire that Escrow Agent hold the closing documents required by Addendum A of the
Purchase Agreement (the "Closing Documents") and the "Purchase Price" in the gross amount of
Dollars
($ }, as such amount may be adjusted with respect to closing costs as set
forth in the Agreement. The Closing Documents and Purchase Price are from time to time
collectively referred to as the "Escrowed Property. "
3 . Escrow Agent has agreed to act as escrow agent for the Escrowed Property on the
terms and conditions now about to be set forth.
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and
other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows :
L Escrow.
1 . 1 . Escrow Agent agrees to hold all of the Escrowed Property in escrow subject
to the terms and conditions contained in this Escrow Agreement . The provisions of this Escrow
Agreement shall control in the event of any conflict between the provisions hereof and the provisions
of the Purchase Agreement . Any terms not defined herein shall have the meaning ascribed to them in
the Purchase Agreement .
1 . 2 . Escrow Agent shall deposit the Purchase Price in an interest bearing escrow
account . Any interest earned on the Purchase Price while held in escrow shall accrue to the benefit of
Buyer and shall be disbursed to Buyer upon the release of the Escrowed Property .
1
r
1 . 3 . Escrow Agent shall not be deemed to have knowledge of any matter or thing
unless and until Escrow Agent has actually received written notice of such matter or thing and
Escrow Agent shall not be charged with any constructive notice whatsoever .
1 . 4 . In the event instructions from Principals would require Escrow Agent to
expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any
action until it receives payment for such costs .
1 . 5 . Principals acknowledge and agree that nothing in this Escrow Agreement shall
prohibit Escrow Agent from ( 1 ) serving in a similar capacity on behalf of others or (2) acting in the
capacity of attorneys for one or more Principals in connection with any matter .
2 . Release of Escrowed Property.
2 . 1 . Escrow Agent agrees to release the Escrowed Property in accordance with the
terms and conditions set forth in this Escrow Agreement .
2 . 2 . Escrow Agent shall hold the Escrowed Property in escrow until the date of
receipt by Escrow Agent of written notice from Buyer of the completion of the right- of-way
abandonment process contemplated in the Purchase Agreement (the Abandonment Notice") . Upon
receipt of the Abandonment Notice, Escrow Agent shall; (a) deliver the Closing Documents to Buyer
and the Purchase Price to Seller forthwith .
2 . 3 If Escrow Agent does not receive the Abandonment Notice by the date
determined to be ninety (90) days after the Escrow Date, (subject to delays caused by strikes,
accidents, acts of God, weather conditions, inability to secure labor, regulations or restrictions
imposed by any government or governmental agency, or other delays beyond the control of the
parties, but in no event shall any such delays be permitted to extend the deadline for receiving the
Abandonment Notice beyond the date determined to be nine months after the Escrow Date) Escrow
Agent shall deliver the Closing Documents to Seller and the Purchase Price to Buyer, and upon such
event the parties hereto shall be relieved of all rights and obligations hereunder except for any rights
and obligations that expressly survive termination of this Agreement .
2 . 4 . In the event Escrow Agent shall be uncertain as to its duties or rights
hereunder, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed
otherwise in writing by all Principal(s) or by a final order or judgment of a court of competent
jurisdiction .
2 . 5 . If all or any portion of the Escrowed Property delivered to Escrow Agent is in
the form of a check or in any other form other than cash, Escrow Agent shall deposit same as
required but shall not be liable for the nonpayment thereof nor responsible to enforce collection
thereof. If such check or other instrument other than cash representing the Escrowed Property is
returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Principal(s) for further
instructions .
2
3. Liability of Escrow Agent.
3 . 1 . It is agreed that the duties of Escrow Agent are purely ministerial in nature and
shall be expressly limited to the safekeeping of the Escrowed Property and for the disposition of same
in accordance with this Escrow Agreement . Each Principal hereby indemnifies Escrow Agent and
holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any
character or nature, which it may incur or with which it may be threatened directly or indirectly
arising from or in any way connected with this Escrow Agreement , and in connection herewith,
indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of
defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted.
The parties acknowledge and agree that the provisions and monetary limitations of Section 768 . 28 ,
Florida Statutes, limit any indemnity on behalf of Buyer in this Escrow Agreement .
3 . 2 . Escrow Agent may (a) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any
statement or assertion contained in such a writing or instrument; and (c) assume that any person
purporting to give any writing, notice, advice or instructions in connection with the provisions of this
Escrow Agreement has been duly authorized to do so . Escrow Agent shall not be liable in any
manner for the sufficiency or corrections as to form, manner of execution, or validity of any
instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any
instrument ; Escrow Agent' s duties under this Escrow Agreement are and shall be limited to those
duties specifically provided in this Escrow Agreement .
3 . 3 . It is further agreed that Escrow Agent shall have the right to utilize the services
of the law firm of Milledge & Iden as its attorneys and same shall not affect or in any way prejudice
or limit Escrow Agent' s entitlement to reasonable attorney ' s fees for the services of such attorneys as
set forth in this Escrow Agreement .
4. Disputes.
4 . 1 . In the event Escrow Agent is joined as a party to a lawsuit by virtue ofthe fact
that it is holding the Escrowed Property, Escrow Agent shall, at its option, either ( 1 ) tender the
Escrowed Property to the registry of the appropriate court or (2) disburse the Escrowed Property in
accordance with the court ' s ultimate disposition of the case, and Principal(s) hereby, jointly and
severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in
connection therewith including, but not limited to, reasonable attorneys' fees and court costs at all
trial and appellate levels .
4 . 2 . In the event Escrow Agent tenders the Escrowed Property to the registry of
the appropriate court and files an action of interpleader naming the Principal( s) and any affected third
parties of whom Escrow Agent has received actual notice, Escrow Agent shall be released and
relieved from any and all further obligation and liability hereunder or in connection herewith and
3
Principal( s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against
any damages or losses arising in connection therewith including, but not limited to, all costs and
expenses incurred by Escrow Agent in connection with the filing of such action including, but not
limited to , reasonable attorneys' fees and court costs at all trial and appellate levels .
5. Term of Agreement.
5 . 1 . This Escrow Agreement shall remain in effect unless and until it is cancelled in
any of the following manners :
(a) Upon written notice given by all Principal(s) of cancellation of
designation of Escrow Agent to act and serve in said capacity, in which event, cancellation shall take
effect no earlier than twenty (20) days after notice to Escrow Agent of such cancellation; or
(b) Escrow Agent may resign as escrow agent at any time upon giving
notice to Principal(s) of its desire to so resign; provided, however, that resignation of Escrow Agent
shall take effect no earlier than ten ( 10) days after the giving of notice of resignation; or
(c) Upon compliance with all escrow provisions as set forth in this Escrow
Agreement .
5 . 2 . In the event Principal(s) fail to agree to a successor escrow agent. within the
period described hereinabove, Escrow Agent shall have the right to deposit all of the Escrowed
Property held hereunder into the registry of an appropriate court and request judicial determination of
the rights between Principal(s), by interpleader or other appropriate action, and Principal(s) hereby,
jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or
losses in connection therewith including, but not limited to, reasonable attorneys' fees and court costs
at all trial and appellate levels .
5 . 3 . Upon termination of the duties of Escrow Agent in either manner set forth in
subparagraphs (a) or (b) of Section 5 . 1 , Escrow Agent shall deliver all of the Escrowed Property to
the newly appointed escrow agent designated by the Principal(s), and, except for rights of Escrow
Agent specified in Section 3 . 1 of this Escrow Agreement, Escrow Agent shall not otherwise have the
right to withhold Escrowed Property from said newly appointed escrow agent .
5 . 4 . Escrow Agent shall not be bound by any modification, cancellation or
rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and Escrow
Agent . In no event shall any modification of this Escrow Agreement, which shall affect the rights or
duties of Escrow Agent, be binding on Escrow Agent unless it shall have given its prior written
consent .
6. Notices . All notices, certificates, requests, demands, materials and other
communications hereunder shall be in writing and deemed to have been duly given ( 1 ) upon delivery
by hand to the appropriate address of each Principal or Escrow Agent as set forth in this Escrow
4
Agreement or in the Purchase Agreement, or (2) on the third business day after mailing by United
States registered or certified mail, return receipt requested, postage prepaid to such address . All
notices to Escrow Agent shall be addressed to the attorney signing on behalf of Escrow Agent at the
following address : Milledge & Iden 3240 Corporate Way, Miramar, Florida 33025 .
7. Choice of Law and Venue. This Escrow Agreement shall be governed by and
construed in accordance with the laws of the State of Florida . In the event any action, suit or
proceeding is instituted as a result of any matter or thing affecting this Escrow Agreement, the parties
hereto hereby designate Broward County, Florida, as the proper jurisdiction and the venue in which
same is to be instituted .
8. Cumulative Rights. No right, power or remedy conferred upon Escrow Agent by
this Escrow Agreement is exclusive of any other right, power or remedy, but each and every such
right, power or remedy shall be cumulative and concurrent and shall be in addition to any other right,
power or remedy Escrow Agent may have under the Escrow Agreement or now or hereafter existing
at law, in equity or by statute, and the exercise of one right, power or remedy by Escrow Agent shall
not be construed or considered as a waiver of any other right, power or remedy .
9. _Binding Agreement. This Escrow Agreement shall be binding upon the Principal(s)
and Escrow Agent and their respective successors and assigns .
[THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK]
5
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this
day of May, 2005 .
ESCROW AGENT :
MILLEDGE & IDEN
By :
Bruce F . Iden, Esq .
PRINCIPAL( S) :
RO-ED Corporation
a Florida corporation
By :
Edmund N. Ansin, President
Edmund N. Ansin, Trustee
COUNTY OF INDIAN RIVER
a political subdivision of the State of Florida Attest :
By : By -
Thomas S _ I owt. her , Chairman ln-����'J
BCC Approved : June 21 , 2005
APPROVED AS TO FORM :
By : C �wy
County Attorney
6
bfi/ansin/Indian river/escrow agt .
7
CP Z 0
.__ ...�..r.......��� —.. . .. .. . - . . . M . . . . . ..�... . . .-. .. . .._�.... .�. ... . . . .. d. r .. . . . ... . �....
C
r chow ArRiKSM NT.
THIS )ESCROW ACRE NIENT ("Escrow Agreement"') is made and entered into as of this
10th day of August 2005 by and among Indian River Coanty, apolitical subdivision of the State of
Florida ("Buyer'), Ronald M. Ansin, Edmund N . Ansin, Trustee and RO-ED Corporation,
("Sellers") (Buyer and Sellers are from time to time collectively referred to as Trincipal(s)"), and
the law firm of Milledge & Iden ("Escrow Agent").
RECITALS
1 . Buyer and Sellers entered into that certain Agreement to Purchase and Sell Real
Estate dated June 21 , 2005, (the "Purchase Agreement'l and that certain Option Agreement for Salo
and Purchase dated June 21 , 2005 , (the "Option Agreement") (the Purchase Agreement and the
Option Agreement collectively referred to as the "Agreements') with respect to the sale and purchase
of the Property (as defined iA the Agreements),
2 . In order to complete the sale and purchase of the Property by Buyer and Sellers, the
Principals desire that Escrow Agent hold the closing documents required by Addendum A of the
Agreements (the "Closing Documents') and the "Purchase Prim"' in the gross amount of one million
nine hundred thirty nine thousand five hundred dollars (51 ,9391,500.00), as such amount may be
adjusted with respect to closing costs as set forth in the Agreement The Closing Documents and
Purchase Price are from time to time collectively referred to as the "Escrowed Property."
3 . Escrow Agent his agreed to act as escrow agent for the Escrowed Property on the
terms and conditions now about to be set forth.
NOW, THMFORE, in consideration of the covenants and agreements herein set forth and
other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound, agree as fellows:
1. Emsow.
J.16 Escrow Agent agrees to hold all of the E rowed Property in eswow subject to
the terms and conditions contained in this Escrow Agreement. The provisions of this Escrow
Agreement shall control in the event of any conflict between the provisions here of and the provisions
of the Purchase Agrement. Any terms not defined herein shall have the meaning ascribed to them
in the Purchase Agreement,
1 .2, Escrow Agent shall deposit the Purchase Price in a non-interest bearing
escrow account.
1
i
Escrow Agent shall not be deemed to have knowledge of any matter or thing
unless and until Escrow Agent has actually received written notice of such matter or thing and
Escrow Agent shall not be charged with any constructive notice whatsoever.
1 .4. in the event instructions from Principals would require Escrow Agent to
expend any monies or to in= any cost, Escrow Agent shall be entitled to refrain from taking any
action until it receives payment for such oasts.
1 . 5 . Principals acknowledge and agree that nothing in this Escrow Anent shat I
prohibit Escrow Agent from ( 1 ) serving in a similar Wacky on behalf of others or (2) acting in the
capacity of attorneys for one or more principals in connection with any matter.
29 Release of serowed
2. 1 . Escrow Agent agrees to release the Escrowed Property in accordance with the
terms and conditions set forth in this Escrow AgreementI,
2 .2 . Escrow Agent shall hold the Escrowed PraPeq escrow Until the date of
n
receipt by Escrow Agent of written notice from Buyer of the complekion of the right-of-way
abandonment process contemplated in the Purchase Agreement (the Abandonment Notice"). Upon
receipt of the Abandonment Notice, Escrow Agent shall; (a) deliver the Closing Documents to Buyer
and the Purchase Price to Sella forthwith.
2. 3 if Escrow Agent does not receive the Abandonment Notice by August 12,
2005, E=w Agent shall deliver the Closing Documents to Seller and the Purchase Price to Buyer,
and upon such event the parties hereto shall be relieved of all rights and obligations hereunder except
for any rights and obligations that expressly survive termination of this Agreement.
2 .4 . in the event Escrow Agent shall be uncertain as to its duties or rights
hereunder, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed
otherwise in writing by all Principal(s) or by a final order or judgment of a court of competent
jurisdiction.
2 .5 . If all or any portion of the Escrowed Property delivered to Escrow Agent is in
the form of a check or in any other form other than cash, Escrow Agent shall deposit same as
required but shall not be liable for the nonpayment thereof nor responsible to enforce collection
thereof, if such check or other instrument other than cash representing the Escrowed Property is
returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Principal(s) for Rather
instructions.
3. LiaWft of EsSrow AztjL�
3 . 1 . It is agreed that the duties of Escrow Agent arc purely ministerial in mature and
shall be expressly limitod to the safekeeping of the Escrowed Property and for the disposition of
2
i
$amo in accordance with this Escrow Agreement. EachPrinCipaa hereby indemnifies Escrow Agent
and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties ,
losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any
character or nature, which it may incur or with which it may be threatened directly or indirectly
arising from or in any way connected with this Escrow Ageement, and in connection herewith,
indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of
defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted.
The parties acknowledge and agree that the provisions and monetary limitations of Section 768.28 ,
(Florida Statutes, limit any indemnity on behalf of Buyer in this Escrow Agreement.
3 .2. Escrow Agent may (a) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (b) assurne the validity and accuracy of any
statement or assertion contained in such a writing or instrument; and (c) assume that any person
purporting to give any writing, notim advice or instructions in connection with the provisions of this
Escrow Agreement has been duly authorized to do so . Escrow Agent shall not be liable in any
manner for the sufficiency or corrections as to form, manner of execution, or validity of any
instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any
instrument; Escrow Agent's duties under this Escrow Agreement are and shall be limited to those
duties specifically provided in this Escrow Agreement.
3 . 3 . It is further agreed that Escrow Agent shall have the right to utilize the
services of the law firm of Milledge & Men. as its attorneys and same shall not affect Orin any way
prejudice or limit Escrow Agent' s entitlement to reasonable attorney' s fees for the services of such
attorneys w set forth in this Escrow Agreement.
4, DIsontas.
4. 1 . In the event Escrow Agent is joined as a " to a lawsuit by virtue of the fact
that it is holding the Escrowed Property, Escrow Agent shall., at its option, either ( l ) tender the
Escrowed Property to theregistry of the appropriate court or (2) disburse the L%rowed Property in
accordance with the court's ultimate disposition of the case, and Principal(s) hereby, jointly and
severally, indemnify and hold Escrow Agent harmless from and age any damages or losses in
connection therewith including, but not limited to, reasonable attorneys' fees and court costs at al I
trial and appellate levels .
4. 2 . In the event Escrow Agent tenders the Escrowed Property to the registry ofthe
appropriate court and files an action of interpleader naming the Principal(s) and any Affected third
parties of whom Escrow Agent has received actual notice, Escrow Agent shall be released and
relieved from any and all further obligation and liability hereunder or in connection herewith and
Principal(s) hcrdby, jointly and severally, indemnify and hold Escrow Agent harmless from and
against any damages or losses arising in connection therewith including, but not limited to, all costs
and expenses incurred by Escrow Agent in connection with the filing of such action including, but
not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels.
3
i
5. Term of A%Mmmt.
Sole This Escrow Agreeinent shall remain in effect unless and until it is cancelled
in any of the following manners:
(a) Upon written notice given by all Principal(s) of cancellation of
designation of Escrow Agent to act and serve in said capacity, in which oven4 cancellation shall take
effect no earlier than twenty (20) days after notice to Escrow Agent of such cancellation; or
(b) Escrow Agent may resign as escrow agent at any time upon giving
notice to Principal(s) of its desire to so resign; provided, however, that resignation of Escrow Agent
shall take effect no earlier lier than ten ( 10) days after the giving of notice of resignation; or
(c) Upon compliance with all esmwprovisions as act forth in this Escrow
Agreement.
5 .2. In the event Principal(s) fail to agree to a successor escrow agent within the
period described hereinabove, Escrow Agent shall have the right to deposit all of the Escrowed
Property held hereunder into the registry of an appropriate court and request judicial determination of
the rights between Principal(s), by interpleader or other appropriate action, and Principal(s) hereby,
jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or
losses in connection therewith including, but not limited to, reasonable attorneys' fees and court costs
at all trial and appellate levels.
5.3 . Upon termination ofthe duties of Escrow Agent in either manner set forth in
subparagraphs (a) or (b) of Section 5 . 1 , Escrow Agent shall deliver all of the Escrowed Property to
the newly appointed escrow agent designated by the Principal(s), and, except for rights of Escrow
Agent specified in Section 3 . 1 of this Escrow Agreement, Escrow Agent shall not otherwise have the
right to withhold .Escrowed Property from said newly Appointed escrow agent.
5.4. Escrow Agent shall not be bound by any modification, cancellation or
rescission of this Escrow Agreement unless in writing and sued by all Principals) and Escrow
Agent. In no event shall any modification of this Escrow Agreement, which shall affect the rights or
duties of Escrow Agent, be binding on E.saow Agent unless it shall have given its prior written
consent.
6. Notices. All notices, certificates, requests, demands, materials and other
communications hereunder shall be in writing and deemed to have been duly given (1 ) upon delivery
by hand to the appropriate address of each Principal or Escrow Agent as set forth in this Escrow
Agreement or in the Purchase Agreament, or (2) on the third business day atter mailing by United
States registered or certifiod mail, return receipt requested, postage prepaid to such address. All
notices to Escrow Agent shall be addressed to the attorney signiong on behalf of Escrow Agent at the
following address. Milledge & Iden 3240 Corporate Way, Miramar, Florida 33025 .
4
i
. ..r • . . . . . . . . . � ti • r . . r. .�. �. ...� . .rr o /Ir�r rr � � . r .... . . . . .
.
7, Qoiee of Law and�Que. 'this Escrow Ag rawnent shall be governed by and
construed in accordance with the laws of the State of Florida, in the event any action, suit or
proceeding is instituted as a result of fury matter or thing affectinS this Escrow Agreement, the partieS
hereto hereby designate Broward County, Florida, as the proper jurisdiction and the venue in which
same is to be instituted .
$, Cumulative Rim. No right, power or remedy conferred upon Escrow Agent by
this Escrow Agrecment is exclusive of any other right, power or remedy, but each and every such
right, power or remedy shat 1 be cumulative and concurrent and shall be in addition to any other right,
power or remedy Escrow Agent may have under the Escrow Agreement or now or hereafter existing
at law, in equity or by statute, and the exercise of one right, power or remedy by Escrow Agent shal i
not be construed or considered as a waiver of any other right, power or remedy.
9. DAndin-eAmement. This Escrow Agreement shall be binding upon thePrincipul(s)
and Escrow Agent and their respective successors and assigns.
[THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK]
5
i
10th IN WITNESS WHEREOF, the parties hereto have caused these presenL4 to be executed this
day of Ault, 2
ESCROW ADEN
MMLEDGE &
By: %
Bruce F. I ,
PRINCIF (S .
RGa Co oration
a Flo ri ration
By; . Ansin President
d N . Ansi Trustec -
ell
onald M
�r
a political subdivision of the State of Florida AAtteA:
By
Thomas S Lowther , Diairman ,c 8�RA 1r
BCC Approved : June 21 , 2005
APPROVED AS T FO
ay
County Attorney
bfi/anslnllndian river/escrow a9t.
6
i