HomeMy WebLinkAbout2006-244 FIRST AMENDMENT CW0 - dy1
TO OPTION AGREEMENT FOR SALE AND PURCHASE
This First Amendment to Option Agreement for Sale and Purchase ("First
Amendment") is entered into this 25th day of September, 2006 , by and among Viola S .
Judah ("Judah ") ; Diane W . Lloyd ("Lloyd " ); Indian River County, a political subdivision of
the State of Florida ; and Burney J . Carter, Esq . , solely in his capacity as Guardian Ad
Litem , Attorney Ad Litem , Administrator Ad Litem , and Guardian of the Property (herein
"Guardian " ) for Heather Evelyn Upton , a minor ("Upton ") .
Background Recitals:
A . On June 8 , 2006 , Judah and Lloyd as "Seller ' entered into an Option Agreement for
Sale and Purchase with Indian River County ("Option Agreement") , attached hereto as
Exhibit A and made a part hereof by this reference .
B . Pursuant to applicable Florida law, the Option Agreement was approved by the
Indian River County Board of County Commissioners at a duly advertised public hearing
held on July 11 , 2006 . In addition , the execution of this First Amendment was authorized
on July 11 , 2006 .
C . The Option Agreement grants an option to Indian River County to purchase the
parcel called the "Williams tract" , more specifically described in Exhibit B of the Option
Agreement .
D . The "Williams tract" is the subject of a quiet title action , Case No . 2005-0809-CA-
13 , Viola Judah v. Heather Evelyn Upton et al , and Robert Stephen Williams, et al.
E . On July 11 , 2006 , a hearing was held in Case No . 2005-0809-CA- 13 , Viola Judah v.
Heather Evelyn Upton et al , and Robert Stephen Williams, et al. , wherein the Court : (a )
granted Summary Final Judgment as to Robert Stephen Williams; and (b) acknowledged
that Upton had been located and served and should be represented by a guardian . The
Summary Final Judgment as to Robert Stephen Williams is recorded in the public records
of Indian River County in O . R . Book 2060 , Page 321 .
F . Guardian is now the duly appointed guardian of the property for Upton , as more
specifically set forth in the "Order Appointing Guardian of Property of Minor" entered
September 14 , 2006 , and attached hereto as Exhibit B and made a part hereof by this
reference .
G . . Guardian and Judah have executed a "Settlement Agreement and Stipulation" in
Case No. 2005-0809-CA- 13 to : (a ) agree that Judah has title to an undivided seven-
ninths of the "Williams tract" and Upton has title to an undivided two- ninths of the
"Williams tract; ( b) provide for the disposition of proceeds .of the sale of the 'Williams tract"
between Judah and Upton ; and (c) terminate Case No . 2005-0809-CA- 13 with prejudice
( "Settlement Agreement") .
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H . On September 7 , 2006 , the Court entered a "Stipulated Judgment Quieting Title" in
Case No . 2005-0809-CA- 13 that forever quiets title to : (a) an undivided seven-ninths of
the "Williams tract" in Judah ; and ( b ) an undivided two-ninths of the 'Williams tract" in
Upton ( " Stipulated Judgment" ) . The Stipulated Judgment is recorded in the public records
of Indian River County in O . R. Book 2081 , Page 26
I . The Option Agreement contemplated that all of the title to the "Williams tract" would
be quieted in Judah and allocated all of the proceeds of the sale of the 'Williams tract" to
Judah .
J . The parties have agreed that it is in everyone's respective best interest to amend
the Option Agreement to reflect the Settlement Agreement and Stipulated Judgment, and
the parties acknowledge that the Court must approve the Option Agreement and this First
Amendment.
NOW THEREFORE , for good and valuable consideration , the receipt and sufficiency of
which is hereby acknowledged , the parties hereto , intending to be legally bound , agree to
amend the Option Agreement as follows :
1 . All references to any representation , covenant, warranty, undertaking , or otherwise,
of or from Seller in the Option Agreement shall , solely with respect to the 'Williams tract" ,
be deemed to mean and include Guardian for all purposes under the Option Agreement.
2 . From and after the effective date of this First Amendment, Paragraph 31 of the
Option Agreement is amended by adding a new paragraph (d ) to read as follows :
(d ) Notwithstanding anything to the contrary contained in paragraph 31 (b )
of this Option Agreement, and pursuant to that certain Settlement
Agreement, Judah and Guardian agree that Judah has title to seven-ninths
of the "Williams tract" and Upton has title to the remaining two-ninths of the
"Williams tract";
3 . From and after the effective date of this First Amendment, Paragraph 32 of the
Option Agreement is amended by amending the last sentence of paragraph 32 in its
entirety to read as follows :
In addition , it is agreed at the closing of the 'Williams tract" in accordance
with paragraph 31 , the Purchaser shall present payment (c/o the closing
agent and subject to closing costs ) for the total price of $450 ,000 , to be
allocated in the amount of $350 , 000 to Viola S . Judah , and $ 100 , 000 to
Guardian on behalf of Upton . The payment of closing costs for the 'Williams
tract" shall be as set forth in the Settlement Agreement.
4 . All terms and provisions of the Option Agreement not amended by this First
Amendment shall be and remain in full force and effect. All defined terms not otherwise
defined herein shall have the same meaning as set forth in the Option Agreement.
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5 . This First Amendment may be executed in one or more counterparts , each of which
shall be deemed to be an original copy and all of which shall constitute but one and the
same instrument.
6 . The background recitals are true and correct in form and material part of this First
Amendment .
IN WITNESS WHEREOF , the parties have caused this First Amendment to be
executed as of the day and year first above stated .
SELLER:
VIOLA S . JUDAH
d ' S . � A �
Viola S . Judah
SELLER:
DIANE W . LLOYD
77
Diane W . Lloyd
HEATHER EVELYN UPTON ,
AMI CHILD
By
Bu ney er n Ad Litem and
ardia of the Property
INDIAN RIVER COUNTY
By its Board of County Fornmissioners
B �2<"
Arthur R Neub r ', Chairma
Attest: J . K BartonClerk'
By
eC3g"putt' Clerk ,
o • uty1
Approved t�r� � oa,>!E;a ' «�
By
Josep A. Baird
County Administrator
APPkdVtb AS t6 i=oRM
AND L A CIENCY
3
BY
WX RIA Q E . FELL
I STANT COUNTY ATTORNEY
Project/ parcel : Sebastian Working Fishing Village/Judah
OPTION AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this 8th day of June, 2006, by and between VIOLA S . JUDAH,
. Box 780383 , Sebastian, FL, 32978-0383 , and DIANE W. LLOYD, 1720 Indian River Dr.,
P . O
Sebastian, FL, 32978-0383 , collectively "Seller", and INDIAN RIVER COUN'T'Y, a political subdivision
of the State of Florida, whose address is 1840 25 "' Street, Vero Beach, Florida 32960, as "Purchaser", also
referred to herein as "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 Exhibits "A" and "B ", including all
improvements, easements and appurtenances ("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 se
Purchaser, gives written notice of exercise to Seller. The parties agree that this is an "option contract"
of
under section 125 .355( 1 )(a), Florida Statutes . The Property includes three tracts as described in Exhibit
"A" ("riverfront" and "flag" tracts) and Exhibit "B " ("Williams " tract) . Since the Williams tract
described in Exhibit "B " is the subject of a quiet title suitthis Agreement contemplates two closings, a
closing on the Property described in Exhibit "A" ,, and a closing on the Property described in Exhibit "B" .
It is agreed that the option will apply to all tracts, that the option will exercised once (prior to closing on
the Exhibit "A" Property), and that once the option is exercised the closing of the Exhibit "B" Property
will then be subject to the conditions precedent set forth in paragraph 31 of this Agreement. The
requirements of this Agreement will apply to both closings as set forth herein. The apparent ownership of
the fee simple title of the riverfront tract is in Viola S . Judah; the apparent ownership of the fee simple
title of the flag tract is in Dianne W. Lloyd; and, the ownership of the fee simple title in the Williams tract
is claimed in the quiet title suit to be in Viola S . Judah. Viola S . Judahand Dianne W. Lloyd agree that
they will cooperate in all the requirements of this Agreement as to all tracts, and that they will execute
and deliver to the Purchaser such deeds, corrective deeds, affidavits and other documents or instruments
reasonably necessary to effect the closing on all tracts, upon the request of Purchaser.
2 . OPTION TERMS . The option payment is $ 100 .00 ("Option Payment"). The Option Payment, in
the form of a County check payable to Viola S . Judah and Dianne W. Lloyd, will be forwarded to Seller
as soon as possible. The option may be exercised during the period beginning with the approval of this
Agreement by the Indian River. County Board of County Commission and ending 90 days such approval
(" 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, even if 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 Exhibit
"A" Property is ONE MILLION FIFTY THOUSAND and no/100 Dollars ($ 1 ,050,000), subject to
adjustment in accordance with this Agreement which, after reduction by the amount of the Option
Payment, will be paid by Purchaser 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
P.;ce is based on land area estimates and description of improvements utilized in the appraisals obtained
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by the County, including an estimated total square footage east of Indian River Drive (riverfront) of 4, 125
square feet, an estimated total square footage west of Indian River Drive of 34,412 square feet, and a
submerged land lease with a total square footage of 5 , 569 square feet. The property is zoned CWR,
Commercial Waterfront Residential. This Agreement is contingent upon approval of the survey, and
consequent approval of the Total Purchase Price, by Purchaser. Conveyance of the 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. The price for the Exhibit `B"
Property is as set forth in paragraph 31 hereof, and all provisions of this Agreement applicable to the sale
and purchase of the Exhibit "A" Property shall also apply to the sale and purchase of the Exhibit "B "
Property, subject to the provisions of paragraph 31 hereof. The term "Property" as used in this
Agreement shall refer to each of the Exhibit "A" Property and the Exhibit `B" Property as applicable for
purposes of the separate closings .
3 .13 . APPROVAL OF FINAL TOTAL PURCHASE PRICE. Upon completion of the survey in
accordance with paragraph 10 hereof, the environmental assessment in accordance with paragraph 4A
hereof, and the title commitment in accordance with paragraph 6 hereof, the Purchaser may, in its sole
discretion, submit one or more of these items to the appraisers hired by the Purchaser for a determination
of the final appraised value of the Property. If, prior to closing, Purchaser determines that the
assumptions of the appraisals obtained by Purchaser have changed in any significant aspect, and the
appraisers determine that any such change reduces the appraised value, the Purchaser may, in its sole
discretion terminate this Agreement by notice to Seller and neither party shall have any further
obligations under this Agreement. The parties understand that the appraisals obtained by County are
confidential in accordance with applicable law.
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 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 and all
applicable federal, state or local laws, statutes, ordinances, rules, regulations or other governmental
restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous
Materials ("Environmental Law") .
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 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 expense and prior to the Option Expiration Date, obtain a
current boundary survey ("Survey") of the Property prepared by a professional land surveyor licensed by
the State of Florida which meets the standards and requirements of the County. The Survey shall be
certified to Purchaser, title insurer, closing agent and The Conservation Fund, 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 Property, or improvements located on the Property encroach on the land of
others, the same shall be treated as a title defect under this Agreement.
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6 . TITLE INSURANCE. Purchaser shall obtain and pay for a marketable title insurance
commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B"), insuring
marketable title of the Purchaser in and to the Property in the amount of the Total Purchase Price. At
closing the title insurer must delete the standard exceptions on the title 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 90 days after notice from Purchaser, remove said defects in title . Seller agrees to use diligent
effort to correct the defects in title within the time provided therefore . If Seller is unsuccessful in
removing the title defects within said time or if Seller fails to make a diligent effort 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, (b) extend the amount of time that Seller has to cure the defects in title, or (c)
terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this
Agreement.
8 .A. INTEREST CONVEYED . At closing, Seller shall execute and deliver to Purchaser statutory
warranty deeds in accordance with Section 689 .02, Florida Statutes, conveying marketable title to the
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 Property, nor its management for the purposes of the
County environmentally sensitive lands acquisition program. The grantee in Seller's Warranty Deeds
shall be Indian River County, a political subdivision of the State of Florida.
8 .13 . PERSONAL PROPERTY. In addition to the Property, Seller shall convey, through a bill of sale,
assignment, and other appropriate documents reasonably required by Purchaser, all tangible personal
property owned by Seller and used or useful in connection with the Property , and all intangible personal
property related in any way to the Property, as described below in this paragraph. All such personal
property shall be conveyed to Purchaser free and clear of all liens, security agreements and other interests:
(a) All tangible personal property, including, without limitation, all furniture, furnishings,
equipment, appliances, machinery and any other apparati, owned by Seller and used or useful in
connection with the Property (collectively, the "Tangible Personal Property"); and
(b) All intangible personal property, all development and `other rights and all documents,
technical matters, and work product related to the Property, including, without limitation, the following
(collectively, the " Intangible Personal Property"):
( 1 ) Agreements, contracts, covenants, and restrictions related to or benefiting the
Property and improvements thereon, and any and all rights of Seller thereunder, including development
rights, air rights, density rights, and drainage rights;
(2) Deposits, including utility deposits, and reservation fees paid in connection with the
Property and improvements thereon;
(3 ) Approvals, licenses, authorizations, permits, and . applications with or from
governmental authorities related to or benefiting the Property and improvements thereon;
(4) Goodwill, if any, existing on account of the operation of the Property and
improvements theron;
(5) Warranties or guarantees received or held by Seller from any manufacturers,
contractors, subcontractors, or material suppliers in connection with the Property;
(6) Documents and work product of all professionals in connection with the Property,
including all environmental studies and water samplings , all soil or engineering tests, and all construction,
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engineering, architectural , landscaping, and other plans, drawings, renderings, photographs,
specifications, surveys, maps, site plans, plats, and other graphics related to development of the Property
and improvements thereon;
(7) All trademarks, service marks, trade names, fictitious names, telephone and facsimile
numbers, post office box numbers, and other intangible personal property of or related to the Property and
improvements thereon; and
(8) That certain submerged land lease from the Trustees of the Internal Improvement
Trust Fund of the State of Florida to Seller, dated 7-25- p( covering 5 , 569 square feet. Seller shall apply
for, complete and bear all cost of transfer of this submerged land lease to Purchaser. The submerged land
lease shall be transferred to Purchaser at closing. Seller shall apply for renewal of the lease and
Purchaser shall reimburse Seller for the pro-rata costs of renewal should the transaction close .
8 .C. SELLER ' S DOCUMENTATION. Seller shall deliver to Purchaser within 14 days after Seller' s
execution of this Agreement, copies of the following documents and items, which are true, correct, and
complete copies of the originals of such items and which have not been amended or modified in any way,
and with respect to which Seller further represents and warrants as provided by this Agreement:
(a) Instruments evidencing all existing leases, tenancies, licenses, and other rights of occupancy
or use for any portion of the Property (`Tenant Leases");
(b) All insurance policies pertaining to the Property and improvements thereon, and copies of all
claims, payments, correspondence and other documents relating to such policies, or to any claims filed
under any policies on insurance relating in any way to the Property or improvements thereon;
(c) Every purchase order, service agreement, equipment lease, and similar contract pertaining to
the Property;
(d) Any and all surveys, plans and specifications (including architectural , structural, mechanical,
electrical , and plumbing plans and specifications) pertaining to the Property or improvements thereon;
(d) Any and all income and expense operating statements prepared by or on behalf of Seller and
related to the Property or improvements thereon;
(f) All engineering, soil , environmental , technical, zoning, access, and similar reports or
documents with respect to the Property prepared by or for Seller that are in Seller's possession or control ,
and all licenses, certificates of occupancy, use permits, and the like issued with respect to the Property or
improvements thereon ;
(g) Utility and tax (real and personal property) bills for the current year (or, if not available for
the current year, then for the immediately preceding year) , together with current tax assessment
information, if available;
(h) All recorded and unrecorded restrictive covenants, conditions, restrictions, and easements
affecting title to or use of the Property;
(i) All documents in Seller's possession related to any special use, nonconforming use, or zoning
variance granted with respect to the Property;
0 ) A copy of the submerged land lease from the Trustees of the Internal Improvement Trust
Fund of the State of Florida to Seller, dated 7-,Z5- covering 5 , 569 square feet. A copy of all documents
relating to the Trustees Lease, including but not limited to all documents filed in the mediation and suit
pertaining to that Lease; and
(k) Prior to closing, Seller shall terminate any oral or written lease or other agreement relating to
the cultivation, growing, producing or harvesting of clams on the property. Seller shall also cause to be
removed any and all persons, equipment and/or materials utilized in any way in the cultivation, growing,
producing or harvesting of clams on the property.
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
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statement as required by Sections 286 . 23 , and 380 .08(2), Florida Statutes. "eIS ler 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 on forms provided by the County. 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.
In the event Seller fails to timely deliver any item, or Purchaser rejects any item after delivery, Purchaser
may in its discretion extend the Option Expiration Date accordingly.
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 deeds described in paragraph 8 of this
Agreement and any other recordable instruments which Purchaser deems necessary to assure good and
marketable title to the Property. .
12 . TAXES AND ASSESSMENTS . All real estate taxes and assessments which are or which may
become a lien against the Property shall be satisfied of record by Seller at closing. In the event Purchaser
acquires fee title to the 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
Property. In the event Purchaser acquires fee title to the 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; provided, however, that if a defect exists in the title to the Property, title commitment, Survey,
environmental site assessment, or any other documents required to be provided or completed and
executed by Seller, the closing shall occur either on the original closing date or within 30 days after
receipt of documentation curing the defects, whichever is later. The date, time and place of closing shall
be set by County in Vero Beach, Florida, after consultation with Seller. The parties agree that a closing as
early as reasonably possible is the intention of Seller and Purchaser.
14 . RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or
damage to the Property and improvement thereon prior to the date of closing and warrants that the
Property and improvements thereon 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 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
Property or improvements thereon. Seller agrees to clean up and remove all abandoned personal
property, refuse, garbage, junk, rubbish, trash and debris from the Property to the satisfaction of the
County prior to the exercise of the option by Purchaser.
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
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enter the Property for all lawful purposes in connection with the this Agreement. With regard to any
entry by Purchaser upon the 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 Property to the County at closing.
16 . ACCESS . Seller warrants that there is legal ingress and egress for the Property over public roads
or valid, recorded easements that benefit the Property.
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, each without waiving any action for damages, or any other remedy permitted by law or in
equity resulting from Seller's default. If Purchaser defaults under this Agreement, Seller' s sole and
exclusive remedy shall be specific performance. 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 warrants 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, 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 1
21 . TIME. Time is of essen,;e 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.
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 .
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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 Purchaser's possession of the Property.
30 . SELLER' S REPRESENTATIONS AND WARRANTIES . To induce Purchaser to enter into
this Agreement and to purchase the Property, Seller covenants with and represents and warrants to
Purchaser as follows:
(a) During the term of this Agreement, Seller shall maintain and operate the Property and
improvements thereon in a manner consistent with Seller's maintenance and operation during the 12-
month period preceding the Seller' s execution of this Agreement, and shall not, without the prior written
consent of Purchaser in each instance , which consent shall not be unreasonably withheld, undertake or
commence any material or substantial renovations or alterations to the Property or improvements thereon
unless necessary to remedy violations or preserve or protect the Property and improvements or comply
with any obligation of Seller under this Agreement.
(b) All existing possessory rights or interests, of every nature in the Property or the adjacent
submerged lands, of persons not a party to this Agreement have been terminated, including but not limited
to all : Tenant Leases, clam leases, contracts or other agreements; and Seller shall not grant any new such
possessory rights or interests .
(c) Seller has no knowledge regarding, and has received no written notice of, violations of any
law, ordinance, order, or regulation affecting the Property issued by any governmental or quasi-
governmental authority having jurisdiction over the Property that has not been corrected; and before the
Closing, Seller shall promptly disclose to Purchaser any knowledge regarding, and furnish to Purchaser
copies of any and all written notices of, violations that Seller receives between the date of execution
Seller and the Closing Date from any governmental or quasi-governmental authorities having jurisdiction
over the Property.
(d) There are no (1 ) existing or pending mechanics, materialman' s , labor, or other improvement
liens affecting the Property; (2) existing, pending, or threatened lawsuits or appeals of prior lawsuits
affecting the Property or Seller (except as noted in paragraph 31 of this Agreement); (3 ) existing, pending,
or threatened condemnation proceedings affecting the Property ; (4) existing, pending, or threatened
zoning, building, or other moratoria, down-zoning .petitions, proceedings, restrictive allocations, or
similar matters that could affect Purchaser's use of the Property or the value of the Property; or (5)
pending real estate tax appeals or protests with respect to the Property before any applicable
governmental authority .
(e) All impact fees, use fees , and assessments (including those of any homeowners, property
owners, or similar associations) related to the Property have been paid and the benefits of them are
assignable to Purchaser without additional cost to Purchaser.
(f) To the best of Seller's actual knowledge without investigation, all improvements have been
completed and installed substantially in accordance with the plans and specifications for the
improvements approved by the governmental authorities having jurisdiction over the Improvements .
2/ 17/06
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276
(g) Seller shall not consent to any material alteration of any of the improvements, including,
without limitation, any buildings , parking areas, or common areas and facilities on the Property, without
the prior written consent of Purchaser in each instance, which consent shall not be unreasonably withheld
or delayed.
(h) Seller shall provide, and keep in force through the Closing, all existing policies of fire, flood,
windstorm, hazard, and other casualty insurance as may be required by Purchaser on the improvements,
insuring the improvements at their full insurable value on a replacement cost basis with reputable
insurance companies reasonably acceptable to Purchaser; such insurance policies shall be assumable by
Purchaser, in which case the premium for the policies shall be prorated at the Closing, but Purchaser may
elect instead to cancel any of these policies and procure Purchaser's own insurance, in which case Seller
shall be entitled to any unearned premium credits resulting from such cancellations .
(i) To the best of Seller's knowledge, no notice has been received by Seller from any of Seller's
current insurance companies stating that any of the policies will not be renewed or will be renewed only
on the basis of a higher premium or higher risk category.
0) To the best of Seller's knowledge, all licenses, permits, authorizations, and approvals required
for the use and operation of the Property or any part of the Property have been duly issued by all
governmental authorities having jurisdiction and are in full force and effect.
(k) There are no management, service, supply, concession, or maintenance agreements,
equipment leases , or similar agreements with respect to the Property or any portion of the Property other
than those provided to Purchaser in accordance with this Agreement.
(1) Purchaser shall have no obligation to continue employing any persons presently employed by
Seller in the management of the Property and Seller does not maintain and has never maintained any
pension plan or other type of employee benefit plan that would be binding on Purchaser as the owner of
the Property.
(m) Seller has not received a written summons, citation, directive, notice, complaint, or letter
from the United States Environmental Protection Agency, the State of Florida Department of
Environmental Protection, or other federal, state, or local governmental agency or authority specifying
any alleged violation of any environmental law, rule, regulation, or order at or on the Property and, to the
best of Seller's actual knowledge, information, and belief, without any investigation or due diligence, the
Property is not currently under investigation for any such violation.
(n) Seller is solvent, and no receivership, bankruptcy, or reorganization proceedings are pending
or, to Seller's knowledge, contemplated against Seller in any court.
(o) All Seller' s obligations in that certain "Settlement Agreement Release and Covenant Not to
Sue", dated January 9, 2006 (the "Settlement Agreement'), and in regard to the litigation pertaining to the
Settlement Agreement (Captain Butcher, Inc. vs. Judah, et al . , Case No. 2003 0688 CA-09, 19t6 Judicial
Circuit, Indian River County) (the "Litigation"), have been fully completed and satisfied; and at
Purchaser ' s request Seller shall provide documentation prior to closing evidencing the agreement of all
parties to the Settlement Agreement that Seller' s obligations under the Settlement Agreement and the
Litigation have been completed and satisfied.
(p) At all times during the term of this Agreement and as of the Closing, all of Seller's
representations, warranties, and covenants in this Agreement shall be true and correct.
(q) No representation or warranty by Seller contained in this Agreement and no statement
delivered or information supplied to Purchaser pursuant to this Agreement contains any untrue statement
of a material fact or omits to state a material fact necessary to make the statements or information
contained in them or in this Agreement not misleading.
31 . WILLIAMS TRACT. It is understood that Seller is currently attempting to quiet the title to the
Williams tract, as described in Exhibit "B " hereof. The parties agree to the sale and purchase of the
Williams tract by Seller to Purchaser, upon successful completion by Seller of the quiet title action; and
2/ 17/06
Page 8
277
all provisions of this Agreement applicable to the sale and purchase of the Property described in Exhibit
"A" shall also apply to the sale and purchase of the Property described in Exhibit "B", subject to the
provisions of this paragraph 31 . The purchase price for the Williams tract shall be FOUR HUNDRED
AND FIFTY THOUSAND D6LL#RS ($450,000) AExercise by Purchaser of the option shall constitute
the exercise of the option on all tracts; provided that closing on the Exhibit `B" Property shall then
become subject to the conditions set forth in this paragraph and the requirements of this Agreement In
addition to other conditions set forth in this Agreement, Purchaser ' s obligation to close on the Wilfliams
tract shall be specifically conditioned upon the prior happening of the all events set forth below in this
paragraph. Should any one or more of those events riot occur, the Purchaser may, at its option and in its
sole discretion, terminate this Agreement as to the Exhibit "B " Property effective upon the mailing of
written notice of such termination to Seller/ Upon the mailing of such notice this Agreement shall
terminate as to the Exhibit `B" Property and neither party shall have any further obligations as to the
Exhibit `B" Property under this Agreement. /The Seller' s obligation to the sale and purchase of the
Williams tract shall survive the closing on the Exhibit "A" Property and be a continuing obligation of this
Agreement, which shall terminate upon the written agreement of the Purchaser, or December 31 , 2010 ,
whichever is earlier. The following are conditions of closing for the Williams tract:
(a) Closing on the Exhibit "A" Property in accordance with this Agreement.
(b) Purchaser determination, in its sole discretion, that the existing quiet title suit in the case of
Viola Judah vs . Heather Evelyn Upton, Robert Stephen Williams, and others, Case N. 20050809 CA 13
(Circuit Court of Indian River County) , has been successfully concluded, unrestricted fee simple title is I
vested in Seller, and Seller is fully capable of transferring title to the Exhibit `B" Property to Purchaser in
accordance with this Agreement. The Purchaser shall make this determination within 21 days after
receipt by Purchaser from Seller of a certified copy of the court order, and all other documentation
reasonably required by the Purchaser to make such determination. Such determination by Purchaser shall
begin a 90 day period for completion of all the requirements of this Agreement for the Williams tract
closing, including but not limited to those pertaining to the title commitment, survey, and environmental
assessment. Purchaser shall notify Seller of the completion of such requirements prior to the end of this
90 day period, and closing on the Williams tract shall be held within 30 days thereafter.
(c) Purchaser' s approval as to the Williams tract of: the survey, title commitment and
environmental assessment; that the purchase price does not exceed the appraised value based on review of
the survey, title and environmental assessment; all Seller' s documentation, and representations and
warranties, as required by the Agreement; and all closing documentation, including the warranty deed,
bill of sale, affidavits , closing statement and other closing documents reasonably required by Purchaser.
32 . PAYMENT OF PURCHASE PRICE. The purchase price indicated in paragraph 3A includes
both riverfront tract (owned by Viola S . Judah) and flag tract (owned by Diane W . Lloyd) . At the request
of Seller it is agreed that at the closing on these two tracts the Purchaser shall present payment (c/o the
closing agent, and subject to closing costs) as follows: $750,000 to Viola S . Judah, and $300 ,000 to
Diane W . Lloyd, making a total of $ 1 ,050,000 . In addition it is agreed that at the closing on the Williams
tract in accordance with paragraph 31 hereof, the Purchaser shall present payment (c/o the closing agent,
and subject to closing costs) for the total price of $450,000 to Viola S . Judah.
33 . BOND COUNSEL OPINION . The closing on both Exhibit "A" Property and Exhibit `B"
Property will be conditioned upon receipt by the Purchaser of an opinion of the County ' s Bond Counsel
that the exercise of the option granted in this Agreement, and the subsequent acquisition of the Property
as contemplated herein, using bond proceeds from the tax exempt general obligation bonds issued by
Indian River County as contemplated by Resolution No . 2005 -059 adopted May 17 , 2005 (as
supplemented); Resolution 2004-062 , adopted June 22, 2004; and the "2004 Referendum" (as that term
2/17/06
Page 9
278
is used in the foregoing resolutions) will not adversely affect the exclusion from gross income for
purposes of federal income taxation of interest on such bonds.
34. ACKNOWLEDGMENT. The Board of County Commissioners acknowledges the contributions
made by Viola S . Judah to the historical and cultural heritage of Indian River County. An
acknowledgement sign or commemorative plaque shall be placed by Purchaser on the riverfront portion
of the Property identifying it as the Archie Smith Fish House. The size, design and location of the plaque
will be in the sole discretion of Purchaser.
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS
AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE MAY 31 , 2006, 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
PROPERTY, AND (3) COUNTY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED
HEREUNDER BY SELLER. THE COUNTY' S PERFORMANCE AND OBLIGATION TO PAY
UNDER THIS AGREEMENT IS CONTINGENT UPON AVAILABILITY OF FUNDING FROM THE
COUNTY ENVIRONMENTAL LANDS BOND FUND .
SELLER:
VIOLA S . JUDAH
Witness asItoell Viola S. Judah
C /A�a S
Witness as to Seller D to e sighed by Seller
DIANE W. LLOYD /
Witness as t S r Diane W. Lloyd
.�4�
mess as to Seller Dat seDat iTgrted by Seller
2/17/06
Page 10
279
r
PURCHASER:
INDIAN RIVER COUNTY BOARD OF
COUNTY COMMISSIONERS
By: 441
J
er Chairman
Datl pproved yBCC:
Attest: J . K . Barton, Clerk
By ( cGtlu. di
Deputy Clerk
Approved:
Josep Baird
Court' Administrator
Approved as to form and legal
sufficiency:
r
arian E. Fell
Assistant County Attorney
2/ 17/06
Page 11
280
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acl ed before me this day of 20063
by VIOLA S . JUDAH, as Sellq, who is personally know or who has produced driver's license as
identification.
(NOTARY PUBLIC)
SEAL NftTy Public
(Printed, Typed or Stamped Name of
Notary Public)
, C. CLEM
State of Florida Commission No. :
LQ ° My Comm Exp. Julyy 31 2007
Comm. # D02322�0
My Commission Expires :
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowled ed befo= me this day of
2006,
by DIANE W . LLOYD , as Seller, o is personally known me or who has produ a drivels license
as identification.
(NOTARY PUBLIC)
SEAL Not Public
C. CLEM rinted, Typed or Stamped Name of
State of Flodda Notary Public)
My Comm. Emp. Juryry 31 2007
.so Comm• # DD2322i0
ommission No . :
My Commission Expires:
2/17/06
Page 12
281
EXHIBIT "A"
Legal Description of riverfront and "flag" tracts
Tax parcel numbers:
30-39-31 -00001 -000000 -001 . 9 ("riverfront tract")
30-39 -31 -00001 -000000-002 .7 ("flag tract")
(The final legal description will be as reflected on the County-approved survey.)
2/ 17/06
Page 13
282
EXHIBIT "B "
Legal Description of Williams tract
Tax parcel number:
30-39 -31 -00001 -000000 -002 .4
(The final legal description will be as reflected on the County-approved survey.)
2/ 17/06
Page 14
283
ADDENDUM
BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT
(OTHER)
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
Before me, the undersigned authority, personally appeared VIOLA S . JUDAH, whose address is P .O . Box
780383 , Sebastian, FL, 32978-0383 , and DIANE W . LLOYD, whose address is 1720 Indian River Dr. , Sebastian; FL,
32978-0383 , this 8th day of June, 2006, who, first being duly sworn, depose and say:
1 ) That the following are the record owners of the Property :
VIOLA S . JUDAH and DIANE W. LLOYD
2) That 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 Property :
Name Address Interest
VIOLA S . JUDAH PO Box 780383 , Sebastian, FL 32978-0383
Together the parties own 100% interest
DIANE W . LLOYD 1720 Indian River Dr . , Sebastian, FL, 32978-0383 ,
3) 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 Property are :
Name Address Reason for Payment Amount
N/A N/A N/A N/A
4) 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 Property which have taken place or will take
place during the last five years prior to the conveyance of title to the record owners set forth in paragraph 1 :
2/ 17/06
Page 15
284
Name and Address Type of Amount of
of Parties Involved Date Transaction Transaction
N/A N/A N/A N/A
This affidavit is given in compliance with the provisions of Sections 286.23 and 380 .08(2),
Florida Statutes .
AND FURTHER AFFIANT SAYETH NOT.
V
VIOLA JUDAH
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was ackn e e ore his day of 2006,
by VIOLA S . JUDAH, as Seller, s personally known to me or who has produced a fiver's license as
identification.
(NOTARY PUBLIC)
SEAL =otaEM
Florida
MYtamped Name of
Notary Public)
Commission No. :
My Commission Expires:
2i 17/06
Page 16
285
DIANE W. LLOYD
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me this day of 2006,
by DIANE W. LLOYD , as Seller, who is personally known to me or who has produce a driver's license
as identification.
(NOTARY PUBLIC)
SEAL Noi is
(Printed, S"tta{ �m �f
y0
007o {
Commission No. :
My Commission Expires:
APPROVED AS TO FORM AND LEGALITY
C pCounty2Attorney
Dater 7 � 6
2/ 17/06 Page 17
286
6EP- 1S-2006 10: 30 FrGwOUIRNEY S .. CARTER , PR 17723882666 To ; 1 , 772 3t38 5514 P . 314
lW' V L� 5 tI 6 ' E4
D
IN"I'Hh. C:TRCUIT COURT FOR 1N171AN 121 VF
R COUT1 "1'Y, FLORIDA
IN RE, GUARDIANSHIP OF
PR,UDATF. DIVTS[OA'
ill:'.ATHER EW. ' LYN UPTON, F'TI X NUMBMR: g&C;
�r' �ucP _ y
a Minor. DIVISION: PR(} TF
ORDER AT AI G RnIgN
OR ROP .R FY M.tNOR
On the Petition of TRNFY J CARTER, }or d& appointment of a
gttardian oFthe prrrperty
nl` a minor, the Court finding that :uud minor is incapacirated
hecawe of minority and that it is nxesaury for a guardian of the property to he appointed, it is
ADJUDGED a; follows:
I , &URNF:Y T. CARTER is qualified to serve and is hereby appointed as guardian of the
Proptrry of " "A E V I7PTQ , (the Ward).
2. Upon taking the prescribed oath, filing designation of resident agent and aeecp4ulee, and
bond having beep waived, letters of guardianship shall be issued .
Y . The guardian must place the [ollowina property of the Ward ;
An undivided two-ninths (2/9) interest in the real Property described on Exhibit "A" attached
hereto, valued at approximately One Hundred Thousand Dollars ($ 300,®00,00).
in a restricted aocount in a financial institution designated Pursuant to section 69.031 , Florida
titatuics.
ORDERED on 2006 . WGUI AND 0111DI
SEP 14 2005
clacufrit E80BEBTA . NAWLEY
I of I
90 3:'.itL�
LF : gT 50[ ' 9 T
i%i 3Q'"dDDL 3QN"YA 33N33 YTSS - e8E - ZZZ- T Z. ;'G0
SF.P - 18-2006 10: 30 Frcm : 2l1RNEY X CRRTcR , PR 17723892680 Tat1 772 386 5514
Real property located in Indian River County, Florida and described as follows'
From the point of intersmdon of the North line of Lot 2 of August park
1~state Subdivision and the Wem right-af way of the old U. S. Highway # 1
(now known as ladian River Drive) go southeasgerfy along said right-of-
Nay line 94. 6 feet for Point of BeginningFrom point of Beginning, go
West and parallel with said North line of Lot 2 of August park Estate
Subdivision 145 f0m; 7hence go Southeasterly and parallel with old U. S.
11ighwuy # 1 (Indian River Drive) 100 feet; The= run East and parallel
with the North line of Lot 2 of August Park Estate Subdivision 145 feet
to the West right-of--way line of old U. S. Highway # 1 (Indian River
Drive); Thence run Northwesteriy sloag said right-of way line i W feet to
the Point of 800ming. Being a part of Lot 2 of August Park Estate
Subdivision, aowrding to the plat thereof filed in Plat Book 1, Page 19,
Of the Public records of St. Lucie County, Florida, located in Section 31,
Township 30 South, Range 39 Bast, said had now lying and being in
Indian ]fiver County, Florida.
Exhibit " A "
LG1 3ny,� iti MaOOA304G,e, 33J3?J b 'C55 - 6' 98 - dLL- L _ . ; SL 5J9Z. if� T ' bR
ZP RIVER �Oy Off c of
INDIAN RIVER COUNTY
*�LORI OQ * ATTORNEY
William G . Collins II , County Attorney
Marian E . Fell , Assistant County Attorney
William K. DeBraal, Assistant County Attorney
MEMORANDUM
TO : Clerk to the Board of County Commissioners
FROM : ian E . Fell , Assistant County Attorney
DATE : September 28 , 2006
RE : Additional Item to be filed with July 11 , 2006 , Agenda
On July 11 , 2006 , the Indian River County Board of County Commissioners held a public
hearing to approve the Option Agreement for Sale and Purchase of certain property, pursuant to
Agenda Item 9-A- 1 . At the public hearing , the Board authorized preparation and execution of an
appropriate First Amendment to the Option Agreement. Attached is a fully executed copy of the
First Amendment to Option Agreement for Sale and Purchase. Please provide me with a
certified copy as soon as possible. Thank you .
Attachment
6EP- 1S-2006 10: 30 FrGwOUIRNEY S .. CARTER , PR 17723882666 To ; 1 , 772 3t38 5514 P . 314
lW' V L� 5 tI 6 ' E4
D
IN"I'Hh. C:TRCUIT COURT FOR 1N171AN 121 VF
R COUT1 "1'Y, FLORIDA
IN RE, GUARDIANSHIP OF
PR,UDATF. DIVTS[OA'
ill:'.ATHER EW. ' LYN UPTON, F'TI X NUMBMR: g&C;
�r' �ucP _ y
a Minor. DIVISION: PR(} TF
ORDER AT AI G RnIgN
OR ROP .R FY M.tNOR
On the Petition of TRNFY J CARTER, }or d& appointment of a
gttardian oFthe prrrperty
nl` a minor, the Court finding that :uud minor is incapacirated
hecawe of minority and that it is nxesaury for a guardian of the property to he appointed, it is
ADJUDGED a; follows:
I , &URNF:Y T. CARTER is qualified to serve and is hereby appointed as guardian of the
Proptrry of " "A E V I7PTQ , (the Ward).
2. Upon taking the prescribed oath, filing designation of resident agent and aeecp4ulee, and
bond having beep waived, letters of guardianship shall be issued .
Y . The guardian must place the [ollowina property of the Ward ;
An undivided two-ninths (2/9) interest in the real Property described on Exhibit "A" attached
hereto, valued at approximately One Hundred Thousand Dollars ($ 300,®00,00).
in a restricted aocount in a financial institution designated Pursuant to section 69.031 , Florida
titatuics.
ORDERED on 2006 . WGUI AND 0111DI
SEP 14 2005
clacufrit E80BEBTA . NAWLEY
I of I
90 3:'.itL�
LF : gT 50[ ' 9 T
i%i 3Q'"dDDL 3QN"YA 33N33 YTSS - e8E - ZZZ- T Z. ;'G0