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EXHIBIT 10.139
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE is made as of this 22nd day of
October, 1996 (the "Effective Date", as defined in Section 26), between SOUTHERN
LAND INVESTORS, LTD., a Florida limited partnership (hereinafter referred to as
the "SELLER") and XXXXXX OUTDOOR, INC., Florida corporation (hereinafter
referred to as the "PURCHASER").
R E C I T A L S
A. The SELLER is the fee simple owner of the real property described in
Exhibit "A" and attached hereto and incorporated herein by reference for all
purposes; said real property being hereinafter referred to as the "Property".
B. PURCHASER desires to purchase easement rights to three (3) 10 foot
by 10 foot parcels of land that are located on the Property and are described in
Exhibit "B" attached hereto and incorporated herein by reference to construct
and maintain a billboard on each such parcel of property (individually, a
"Billboard Site," and collectively, the "Billboard Sites").
C. The SELLER is willing to grant such easement rights to PURCHASER
concerning the Billboard Sites upon the terms and conditions of this Contract.
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A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter made, and in consideration of the deposit hereinafter set forth, and
for other good and valuable considerations, the parties hereto agree as follows:
1. The above Recitals are hereby incorporated herein and made a part
hereof by reference.
2. EASEMENT RIGHTS. On the "Closing Date" (as defined in Section 8),
the SELLER agrees to grant certain easement rights to Purchaser in the Billboard
Sites and the PURCHASER agrees to purchase such easement rights in the Billboard
Sites.
3. PURCHASE PRICE.
3.1 The purchase price (the "Purchase Price") of the easement
rights in the Billboard Sites that is payable to the SELLER at Closing, shall be
ONE MILLION FIVE HUNDRED THOUSAND and 00/100 ($1,500,000.00) DOLLARS.
3.2 The Purchase Price for the easement rights in the
Billboard Sites shall be payable to SELLER through a reduction in the principal
balance outstanding under that certain promissory note of even date herewith
from SELLER in favor of PURCHASER in the principal amount of $4,460,000.00 (the
"Note").
3.3 In the event SELLER fails to have the Property annexed
into the City of Orlando (the "City") by May 31, 1997, or if the zoning of the
Property upon annexation does not permit City approval to allow the PURCHASER to
construct and maintain one monopole billboard structure as described on Exhibit
"C" attached
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hereto (or other sign structure) on each of the Billboard Sites, the Purchase
Price shall be adjusted in accordance with this paragraph. If PURCHASER is able
to construct and maintain only one billboard on the Property, the purchase price
for such Billboard Site shall be $400,000.00. If PURCHASER is able to construct
and maintain two billboards on the Property, the purchase price for each such
Billboard Site shall be $450,000.00.
4. CONDITIONS OF PURCHASE.
4.1 PURCHASER'S obligation to purchase the easement rights in
the Billboard Sites pursuant to this Contract is contingent upon the annexation
of the Property into the City and the initial zoning of the Property to IG,
General Industrial District. If the Property is not annexed and rezoned by May
31, 1997, the purchase price shall be adjusted pursuant to paragraph 3.3 of this
Contract.
4.2 PURCHASER'S obligation to purchase the easement rights in
the Billboard Sites pursuant to this Contract is contingent upon SELLER
terminating all existing billboard leases of any part of the Property and SELLER
causing any billboards or improvements associated therewith to be removed from
the Property.
4.3 PURCHASER'S obligation to purchase the easement rights in
the Billboard Sites pursuant to this Contract is contingent upon SELLER
obtaining all required licenses, consents, permits, and approvals in the name of
PURCHASER from the City to construct and maintain, as a legal conforming use,* a
billboard *pursuant to the September 23, 1996 Pre-Annexation Agreement
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structure on each of the Billboard Site that meets the requirements of this
Contract.
5. TITLE EVIDENCE. SELLER has delivered to PURCHASER a title insurance
commitment (the "Title Binder") issued by Commonwealth Land Title Insurance
Company (the "Title Company") agreeing to issue to the PURCHASER, upon
recording of the easement agreement to the PURCHASER, an ALTA Form "B" Owner's
policy of title insurance (the "Title Policy") in the amount of the Purchase
Price insuring the easement rights of PURCHASER to the Billboard Sites, subject
only to the matters described on Exhibit "D" to this Contact (the "Permitted
Exceptions"), and liens and other exceptions to be discharged by the SELLER at
or before the Closing. The cost of the Title Binder, Title Policy, and search
fees shall be borne by the SELLER.
6. CONVEYANCE. The easement rights to the Billboard Sites shall be
conveyed free and clear of all liens and encumbrances, save and excepting the
following:
6.1 Taxes for the year of closing and subsequent years.
6.2 Applicable zoning ordinances.
6.3 The Permitted Exceptions.
7. SURVEY. SELLER has delivered to the PURCHASER a copy of a survey
of the Property. During the term of this Contract, the SELLER shall not allow
any additional easements, encroachments, overlaps, or other matters normally
shown on a survey to be erected or created without the prior written consent of
PURCHASER.
8. CLOSING.
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8.1 The closing or settlement ("Closing") of the transaction
contemplated hereby shall be held at the office of Xxxxxx & Xxxxx (the "Closing
Agent"), on or before January 31, 1997 (the "Closing Date"). If the Closing
Date falls on a Saturday, Sunday or legal holiday (a day when the national banks
in Orange County, Florida, are closed) the Closing Date shall he the next
business day thereafter.
8.2 SELLER shall have the right to extend the Closing Date for
up to four (4) additional months. In the event SELLER elects to extend the
Closing Date, the Purchase Price for the Billboard Sites shall be reduced by
$15,000.00 per Billboard Site for each month in which the Closing Date is
extended by SELLER pursuant to this paragraph.
9. EXPENSES. Seller shall pay all real property taxes applicable to the
Property. The SELLER shall be required to pay for the State Documentary Stamps
on the easement agreement and the cost of the Title Insurance Policy. The
PURCHASER shall pay for recording the easement agreement.
10. THE SELLER'S REPRESENTATIONS AND WARRANTIES. As of the Effective
Date, the Closing Date and immediately after the Closing Date (unless the
representation would not be applicable immediately after the Closing Date), the
SELLER represents and warrants to the PURCHASER that:
10.1 The SELLER owns fee simple title to the Property and the
SELLER's execution, delivery and/or performance of this
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Contract is not prohibited by and will not cause a default under any other
agreement, covenant, document or instrument.
10.2 The Property consists of approximately 51.003 acres
located within Orange County, Florida, and is presently zoned "Industrial - IA".
10.3 The Property has access to "the proposed Holden Avenue
Extension", as described in and by virtue of a multi-party agreement by and
among the SELLER and adjacent Property owners, which agreement is one of the
Permitted Exceptions described in Exhibit "D" attached hereto. Otherwise the
Property has no direct access to a dedicated public right of way other than the
right of way for Holden Avenue.
10.4 To the best of SELLER's knowledge, there is no pending
condemnation affecting the Property, or any portion thereof, and the SELLER has
not received any written notice and has no knowledge that any such proceeding is
contemplated other than the proposed I-4 Xxxxxx Road Interchange.
10.5 The SELLER has no actual knowledge of the violations of
any federal, state, county or municipal law, ordinance, order, regulation or
requirement, affecting any portion of the Property; and the SELLER has received
no written notice of any such violation issued by any governmental authority.
10.6 To the best of SELLER'S knowledge, no work has been
performed on, or materials delivered to the Property which might give rise to
mechanic's, materialman's or other liens against the Property.
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10.7 The SELLER is not prohibited from consummating the
transactions contemplated in this Contract, by any law, regulation, agreement,
instrument, restriction, order or judgment.
10.8 Except as provided on Exhibit "D" attached hereto there
are no adverse parties in possession of the Property or of any part thereof, and
no party has been granted any license, lease, or other right relating to the use
or possession of the Property.
10.9 There are no attachments, executions, assignments for the
benefit of creditors, receiverships, conservatorships or voluntary or
involuntary proceedings in bankruptcy or pursuant to any other debtor relief
laws contemplated or filed by the SELLER or pending against the SELLER or the
Property.
10.10 Except as provided on Exhibit "D" attached hereto,
there are no contracts or other obligations outstanding for the sale, exchange
or transfer of the Property or any portion thereof.
10.11 There is no litigation or proceeding pending or, to the
SELLER's knowledge, threatened against or relating to any portion of the
Property, nor does the SELLER know or have reasonable grounds to know of any
basis for any such action other than the proposed I-4 Xxxxxx Road Interchange.
10.12 As of the Effective Date, no assessments for public
improvements have been made against the Property that remain unpaid.
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10.13 The SELLER is not in material violation under any permit
or agreement obtained from any governmental body or agency in regards to
development of the Property.
10.14 To the best of SELLER's knowledge, there are no
violations of any environmental laws on the Property. For the purposes of
this Contract, the term "Environmental Laws" shall mean all Federal, State and
local laws including statutes, regulations, and requirements relating to the
environmental or hazardous substances of any kind.
10.15 To the best of the SELLER's knowledge, no hazardous
material, pollutant or contaminant has been released or discharged onto the
Property or into any water body on the Property.
10.16 There are no commitments, agreements or representations
entered into between any municipality or governmental agency and the SELLER not
specifically set forth herein which may obligate the PURCHASER. The SELLER
covenants that it will not make any commitment or representation, or enter any
agreement with any municipality or governmental agency which would affect the
Property without the prior written approval of the PURCHASER.
10.17 SELLER will send termination letters to all tenants
with billboard leases for any portion of the Property within two (2) days
from the date of this Contract.
11. BROKER AND BROKER'S COMMISSION.
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11.1 The SELLER warrants and represents to the PURCHASER that
SELLER has not employed a real estate broker or agent in connection with the
transaction contemplated hereby. SELLER hereby covenants and agrees, to
indemnify the PURCHASER against any loss, liability, cost, claim, demand,
damages, action, cause of action, and suit arising out of or in any manner
relating to the alleged employment or use by SELLER of any real estate broker or
agent in connection with this transaction.
11.2 The PURCHASER warrants and represents to the SELLER that
PURCHASER has not employed a real estate broker or agent in connection with the
transaction contemplated hereby. PURCHASER hereby covenants and agrees, to
indemnify the SELLER against any loss, liability, cost, claim, demand, damages,
action, cause of action, and suit arising out of or in any manner relating to
the alleged employment or use by PURCHASER of any real estate broker or agent in
connection with this transaction.
12. NOTICES. All notices, demands, requests and other communications
required or permitted hereunder shall be in writing, and shall be deemed to be
delivered when actually received if delivered by hand, facsimile or overnight
courier (such as Federal Express) ; or, if mailed, three (3) business days after
being deposited in a regularly maintained receptacle for the United States mail,
registered or certified, postage fully prepaid addressed to the addressee at its
address set forth below or at such other address as such party may have
specified theretofore by notice delivered in accordance with this section:
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12.1 SELLER: Southern Land Investors, Ltd.
c/o Southern Land Company
Attention: Xxxxxxx X. Xxxxxxxxxx
President
00 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
12.2 PURCHASER: Xxxxxx Outdoor, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
13. CONDITIONS OF PURCHASER'S OBLIGATION.
13.1 The obligations of the PURCHASER under this Contract are
subject to the satisfaction at the time of Closing of each of the following
conditions (any one of which may be waived in whole or in part by the PURCHASER
at or prior to Closing):
(a) All of the representations and warranties by the
SELLER set forth in this Contract shall be true and correct at and as of the
Closing Date in all respects; provided, however, if PURCHASER has actual
knowledge of the breach by SELLER of any representation or warranty and
nevertheless closes this transaction, then such breach shall be deemed to have
been waived.
(b) No representation or warranty by the SELLER
contained in this Contract shall contain any untrue statement or shall omit a
material fact that causes the representation or warranty to be misleading.
(c) The SELLER shall have performed all covenants
agreements and conditions required by this Contract to be performed by the
SELLER prior to or as of the Closing Date.
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13.2 In the event any of the conditions set forth in
subsection 13.1 are not satisfied as of the Closing Date, the PURCHASER shall
have the right (in addition to all other rights and remedies available to the
PURCHASER at law or equity or elsewhere in this Contract), at the PURCHASER's
sole option (by written notice to the SELLER) to terminate this Contract,
whereupon this Contract shall be and become null and void, and neither party
shall have any further rights or obligations under this Contract.
14. EVENTS OF CLOSING. At the Closing:
14.1 The SELLER shall deliver to the PURCHASER the following:
(a) a sign easement agreement in the form of Exhibit
"E", attached hereto duly executed and acknowledged by the SELLER, conveying to
the PURCHASER the easement rights to the Billboard Sites free and clear of any
lien, encumbrance or exception, except as expressly permitted hereby;
(b) an affidavit attesting to the absence, unless
otherwise provided for herein, of any claims of lien or potential lienors known
to the SELLER and further attesting that there have been no improvements to the
Property for ninety (90) days immediately preceding the Closing Date. If the
Property has been improved within said time, the SELLER shall deliver releases
or waivers of all mechanics' liens, executed by general contractors,
subcontractors, suppliers, and materialmen, in addition to the SELLER's lien
affidavit setting forth the names of all such general contractors,
subcontractors, suppliers and materialmen and further
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reciting that in fact all bills for work to the Property which could serve as a
basis for a mechanics' lien have been paid or will be paid at Closing;
(c) a "marked up" copy of the Title Binder for
purposes of insuring the "gap period" between the last effective date of the
Title Binder and the recording of the sign easement agreement;
(d) the FIRPTA certificate required in Section 1445
of the Internal Revenue Code and more particularly described in Section 15;
(e) possession of the Billboard Sites;
(f) a certificate from SELLER which states that all
representations and warranties that are contained in this Contract are true and
correct as of the Closing Date;
(g) an assignment of all of SELLER's rights under the
Annexation Agreement which relate to the Billboard Sites with the City; and
(h) documents evidencing and reflecting, in form and
substance satisfactory to the PURCHASER and its counsel, the authorization of
the transactions herein by the SELLER and the authority of its representative to
execute and deliver this Contract and the documents provided for hereunder.
14.2 The PURCHASER shall deliver to the Closing Agent the
consideration required pursuant to Section 3 above. The purchase price shall be
credited as a principal payment to the Note.
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15. REPURCHASE OF BILLBOARD SITE. In the event PURCHASER is required by
applicable governmental authorities to relocate the Billboard Site that is
described as Sign Easement Area No. 1 in Exhibit "B", PURCHASER shall have the
right to relocate such Billboard Site to another parcel of the Property that is
acceptable to PURCHASER. If PURCHASER is unable to relocate such Billboard Site
to another parcel of property upon the Property, SELLER agrees to repurchase
such Billboard Site from PURCHASER for a purchase price of $500,000.00 or such
lower amount that PURCHASER has paid to SELLER for such Billboard Site pursuant
to Section 3.3. SELLER agrees and acknowledges that the provisions of this
Section 15 shall survive the Closing and shall remain in force and effect for a
period of ten (10) years from the date of this Contract.
16. FIRPTA. Section 1445 of the Internal Revenue Code provides that a
transferee of a U.S. real property interest must withhold tax if the transferor
is a foreign person. To inform PURCHASER that withholding of tax is not required
upon the disposition of a U.S. real property interest by the SELLER, the SELLER
hereby certifies the following:
16.1 The SELLER is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations).
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16.2 The SELLER's U.S. Employer Identification Number
is Applied For.
16.3 The SELLER's office address is:
c/o Southern Land Company
Attention: Xxxxxxx X. Xxxxxxxxxx
President
00 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
The SELLER understands that this certification may he disclosed to the Internal
Revenue Service by the PURCHASER and that any false statement contained herein
could be punished by fine imprisonment, or both. The SELLER agrees to deliver to
the PURCHASER, at Closing, a restatement of the certification of the SELLER set
forth in this Section 16, updated to the Closing Date.
17. DEFAULT BY THE PURCHASER. In the event of a default by the
PURCHASER hereunder, SELLER shall be entitled to exercise any remedies available
to it under applicable Florida law. PURCHASER agrees that SELLER may setoff any
amounts awarded to SELLER in a final judgment by a court of competent
jurisdiction against the amounts outstanding under the Note.
18. DEFAULT BY THE SELLER. In the event of a default by SELLER
hereunder, PURCHASER at its option, shall have the right seek specific
performance of SELLER's obligations hereunder or to seek any other remedies
available to PURCHASER under applicable Florida law.
19. ATTORNEYS' FEES. In the event that either party finds it necessary
to employ an attorney to enforce any provision of this Contract, the prevailing
party shall be entitled to recover from
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the other party its attorneys' fees and costs incurred in connection therewith,
at both trial and appellate levels; including bankruptcy proceedings, in
addition to any other performances or damages to which such party may be
entitled. The requirement to pay the prevailing party's attorneys' fees and
costs shall survive any termination of the Contract.
20. TIME OF ESSENCE. Time is of the essence for this Contract.
21. ENTIRE AGREEMENT. This Contract embodies and constitutes the
entire understanding of the parties with respect to the transactions
contemplated herein, and all prior or contemporaneous agreements,
understandings, representations, and statements, oral or written, are merged
into this Contract. Neither this Contract nor any provisions hereof may be
waived, modified, amended, discharged, or terminated except by an instrument in
writing signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge, or termination is sought, and then only to
the extent set forth in such instrument.
22. HEADINGS. The section headings are inserted for convenience only
and are in no way intended to describe, interpret, define, or limit the scope
or content of this Contract or any provision hereof.
23. SURVIVING CLAUSES. The provisions of this Contract including,
without limitation, SELLER's representations and warranties set forth in
Section 10 hereof shall survive Closing for a period of twelve (12) months.
Except as set forth in the
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preceding sentences or as otherwise expressly set forth herein, no other
provision of this Contract shall survive the Closing of this transaction or any
termination hereof by either party as a matter of right.
24. APPLICABLE LAW. This Contract shall be construed and interpreted in
accordance with the laws of the State of Florida.
25. ASSIGNABILITY. This Contract may not be assigned by the PURCHASER
without the prior written consent of the SELLER which written consent shall not
be unreasonably withheld or delayed.
26. OFFER, ACCEPTANCE AND CONTRACT. This document shall constitute an
offer by the PURCHASER that shall be open for acceptance by the SELLER until 5:
00 o'clock p.m., October 22, 1996. To accept this offer and create a binding
Contract, the SELLER must, prior to the acceptance time and date set forth
herein, sign this document and deliver an executed copy of it to the PURCHASER.
As used herein, the phrase "Effective Date" shall mean the date this Contract is
executed by the SELLER. The SELLER shall enter the date it executes the Contract
on the space provided below the signature line for the SELLER and enter that
date as the Effective Date at the top of the first page hereof.
27. CONTRACT NOT TO BE RECORDED. Neither this Contract nor any
memorandum hereof shall be recorded in the Public Records of Orange
County, Florida.
28. NOTICE OF DEFAULT. No default as to any provision of this Contract
shall be claimed or charged by either party against the other until notice
thereof is given to the defaulting party and
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such default remains uncured for a period of ten (10) days after the defaulting
party has received such notice.
29. COUNTERPARTS. This Contract may be executed in counterparts. The
collective counterpart signatures of SELLER shall be deemed to be dated as of
the latest date of execution by the individuals executing this Contract on
behalf of the SELLER.
30. COST ALLOCATION. The parties acknowledge and agree that the
purchase price of the easement rights over the Billboard Sites represents a fair
market valuation of such easement rights and upon conveyance of such easement
rights to PURCHASER, the SELLER'S cost basis in the Property shall be reduced by
the purchase price.
IN WITNESS WHEREOF, the undersigned set their hands and seals or have
caused this instrument to be executed in their name(s) as of the day and
year indicated next to their signatures.
WITNESSES: SOUTHERN LAND INVESTORS, LTD.,
a Florida limited partnership
/s/ Xxxxx Xxxxxxxxx
------------------------------- By: Southern Land Company, a
Print Name: Xxxxx Xxxxxxxxx Florida corporation, as
-------------------- its general partner
/s/ Xxxxx X. Xxxxxxx
-------------------------------
Print Name: Xxxxx X. Xxxxxxx By:
--------------------- -------------------------------
Xxxxxxx X. Xxxxxxxxxx,
as its President
(SEAL)
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XXXXXX OUTDOOR, INC., a
Florida corporation
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------- ----------------------------------
Print Name: XXXXX XXXXXXXXX XXXXXXX X. XXXXXX, as its
----------------------------------
SECRETARY
----------------------------------
/s/ Xxxxx X. Xxxxxxx
----------------------------------
Print Name: XXXXX X. XXXXXXX
-----------------------
(SEAL)
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THE MORTGAGED PROPERTY
That part of Sections 8 and 9, Township 23 South, Range 29 east, Orange
County, Florida, described as follows:
Commence at the Southeast corner of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx
29 East, and run N 89 degrees 43'15" W along the South line of the
Southeast 1/4 of said Section 8 for a distance of 326.02 feet; thence run N
00 degrees 24'40" E along the West line of the East 1/4 of the Southeast
1/4 of said Section 8 for a distance of 33.00 feet to the POINT OF
BEGINNING; thence run N 89 degrees 43'15" W parallel with and 33.0 feet
Northerly of the South line of said Southeast 1/4 for a distance of 1672.67
feet to the Easterly Right-of-Way line of Interstate 4; thence run N 38
degrees 26'05" E along said Right-of-Way line for a distance of 3330.25
feet to the South line of the Northwest 1/4 of said Section 9; thence run S
89 degrees 42'01" E along said line for a distance of 158.92 feet; thence
run S 38 degrees 26'05" W parallel with and 125.00 feet Southeasterly of
said Right-of-way line for a distance of 815.50 feet to the North line of
the South 684.91 feet of the Northeast 1/4 of the Southeast 1/4 of said
Section 8; thence run S 89 degrees 47'51" E along said North line for a
distance of 293.40 feet to the East line of the Southeast 1/4 of said
Section 8; thence run S 89 degrees 37'49" E along the North line of the
South 684.91 feet of the Northwest 1/4 of the Southwest 1/4 of said
Section 9 for a distance of 94.54 feet; thence run S 00 degrees 29'15" W
along the East line of the West 94.54 feet of the Northwest 1/4 of the
Southwest 1/4 of said Section 9 for a distance of 706.92 feet; thence run
N 89 degrees 37'49" W along the South line of the North 22.00 feet of the
Southwest 1/4 of the Southwest 1/4 of said Section 9 for a distance of
94.54 feet to the East line of the Southeast 1/4 of said Section 8; thence
run N 89 degrees 47'51" W along the South line of the North 22.00 feet of
the East 1/4 of the Southeast 1/4 of the Southeast 1/4 of said Section 8
for a distance of 262.75 feet; thence run S 00 degrees 24'40" W along the
East line of the West 65.00 feet of the East 1/4 of the Southeast 1/4 of
the Southeast 1/4 of said Section 8 for a distance of 690.51 feet; thence
run N 89 degrees 43'15" W along the North line of the South 613.00 feet of
the Southeast 1/4 of the Southeast 1/4 of said Section 8 for a distance of
65.00 feet; thence run S 00 degrees 24'40" W along the West line of the
East 1/4 of the Southeast 1/4 of the Southeast 1/4 of said Section 8 for a
distance of 580.00 feet to the POINT OF BEGINNING.
Containing 51.003 acres more or less and being subject to any
rights-of-way, restrictions and easements of record.
TOGETHER WITH THE EASEMENT RIGHTS DESCRIBED IN THE FOLLOWING DESCRIBED
DOCUMENTS:
1. That certain Holden Avenue Extension, Declaration of Road Easements,
Covenants and Conditions, dated September 24, 1991 and recorded in Official
Records Book 4328, at Page 4655, of the Public Records of Orange County,
Florida; as amended by that certain
EXHIBIT "A"
Page 1 of 2
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THE MORTGAGED PROPERTY
Holden Avenue Extension Amendment to Declaration of Road Easements, Covenants
and Conditions, dated November 19, 1991 and recorded in Official Records Book
4349, at Page 3994, of the Public Records of Orange County, Florida
(collectively "Holden Avenue Extension Agreement");
2. That certain Declaration of Road Easements, Covenants and
Conditions, dated November 19, 1991 and recorded in Official Records Book 4349,
at Page 4037, of the Public Records of Orange Florida the "Access Road Easement
Agreement"), and
3. That certain Grant of Air Rights Easement dated October 21, 1996 by
Orlando Utilities Commission and the City of Orlando in favor of Southern Land
Investors, Ltd., and recorded simultaneously herewith (the "Air Rights Easement
Agreement") over the following described property:
That part of the Northwest 1/4 of Section 9, Township 23 South, Range
29 East, Orange County, Florida, described as follows:
Commence at the Southwest corner of the Norhtwest 1/4 of said Section 9
and run N 89 degrees 22'01" E along the South line of said Northwest
1/4 for a distance of 49.40 feet to the Easterly Right-of-Way line of
Interstate 4 and the POINT OF BEGINNING; thence continue N 89 degrees
22'01" E along said South line for a distance of 90.00 feet; thence
run N 00 degrees 37'59" W for a distance of 114.66 feet to said
Easterly Right-of-Way line; thence run S 37 degrees 29'43" W along said
Right-of-Way line for a distance of 145.77 feet to the POINT OF
BEGINNING.
EXHIBIT "A"
Page 2 of 2
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EXHIBIT "B"
SIGN EASEMENT AREA #1
(Revised 10/14/96)
DESCRIPTION:
That part of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 29 East, Orange County,
Florida, describes as follows:
Commence at the Southeast corner of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 29 East,
and run N 89 degrees 43'15" W along the South line of the Southeast 1/4 of said
Section 8 for a distance of 326.02 feet; thence run N 00 degrees 24'40" E along
the West line of the East 1/4 of the Southeast 1/4 of the Southeast 1/4 of said
Section 8 for a distance of 33.00 feet; thence run N 89 degrees 43'15" W
parallel with and 33.00 feet Northerly of the South line of said Southeast 1/4
for a distance of 1672.67 feet to the Easterly Right-of-Way line of Interstate
4; then run N 38 degrees 26'05" E along said Right-of-Way line for a distance
of 330.39 feet; thence run S 51 degrees 33'55" E for a distance of 26.00 feet
to the POINT OF BEGINNING; thence continue S 51 degrees 33'55" E for a distance
of 10.00 feet; thence run N 38 degrees 26'05" E for a distance of 10.00 feet;
thence run N 51 degrees 33'55" W for a distance of 10.00 feet; thence run S 38
degrees 26'05" W for a distance of 10.00 feet to the POINT OF BEGINNING.
Containing 100 square feet and being subject to any rights-of-way, restrictions
and easements of record.
SIGN EASEMENT AREA #2
(Revised 10/14/96)
DESCRIPTION:
That part of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 29 East, Orange County,
Florida, described as follows:
Commence at the Southeast corner of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 29
East, and run N 89 degrees 43'15" W along the South line of the Southeast 1/4
of said Section 8 for a distance of 326.02 feet; thence run N 00 degrees
24'40" E along the West line of the East 1/4 of the Southeast 1/4 of the
Southeast 1/4 of said Section 8 for a distance of 33.00 feet; then run N 89
degrees 43'15" W parallel with and 33.00 feet Northerly of the South line of
said Southeast 1/4 for a distance of 1672.67 feet to the Easterly Right-of-Way
line of Interstate 4; thence run N 38 degrees 26'05" E along said Right-of-Way
line for a distance of 1830.39 feet; thence run S 51 degrees 33'55" E for a
distance of 26.00 feet to the POINT OF BEGINNING; thence continue S 51 degrees
33'55" E for a distance of 10.00 feet; thence run N 38 degrees 26'05" E for a
distance of 10.00 feet; thence run N 51 degrees 33'55" W for a distance of
10.00 feet; thence run S 38 degrees 26'05" W for a distance of 10.00 feet to
the POINT OF BEGINNING.
Containing 100 square feet and being subject to any rights-of-way, restrictions
and easements of record.
22
SIGN EASEMENT AREA #3
(Revised 10/14/96)
DESCRIPTION:
That part of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 29 East, Orange County,
Florida, described as follows:
Commence at the Southeast corner of Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 29
East, and run N 89 degrees 43'15" W along the South line of the Southeast 1/4
of said Section 8 for a distance of 326.02 feet; thence run N 00 degrees 24'40"
E along the West line of the East 1/4 of the Southeast 1/4 of the Southeast 1/4
of said Section 8 for a distance of 33.00 feet; thence run N 89 degrees 43'15"
W parallel with and 33.00 feet Northerly of the South line of said Southeast
1/4 for a distance of 1672.67 feet to the Easterly Right-of-Way line of
Interstate 4; thence run N 38 degrees 26'05" E along said Right-of-Way line for
a distance of 3330.25 feet; thence run S 51 degrees 33'55" E for a distance of
26.00 feet to the POINT OF BEGINNING; thence continue S 51 degrees 33'55" E for
a distance of 10.00 feet; thence run N 38 degrees 26'05" E for a distance of
10.00 feet; thence run N 51 degrees 33'5" W for a distance of 10.00 feet;
thence run S 38 degrees 26'05" W for a distance of 10.00 feet to the POINT OF
BEGINNING.
Containing 100 square feet and being subject to any rights-of-way, restrictions
and easements of record.
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EXHIBIT "C"
A tri-vision double faced billboard that will have a face of 10.5 feet
by 36 feet. Each such billboard structure shall be 30 feet height and shall be
supported by a monopole with a 30 inch diameter.
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EXHIBIT "D"
1. Declaration of Road Easements, Covenants, and Conditions recorded
September 24, 1991, in Official Records Book 4328, Page 4655, as
amended by that certain Amendment to Declaration of Road Easements,
Covenants, and Conditions recorded December 2, 1991, in Official
Records Book 4349, Page 3994, all of the Public Records of Orange
County, Florida.
2. Lease Agreement dated June 15, 1992 between Xxxxxx Xxxxxxxx, Trustee,
and POA Acquisitions Corporation, with Addendum to Lease and also
letter agreement dated June 15, 1992 attached thereto.
3. Sign Location Lease dated June 7, 1991 between Xxxxxx X. Xxxxxxxx,
Trustee, and Whiteco Metrocom.
4 Existing drainage well facility immediately East of I-4 and near the
Southwest corner of the land described in aforesaid Exhibit A.
5. Memorandum of Agreement dated May 5, 1987 and filed May 5, 1987, in
Official Records Book 3884, Page 3953, Public Records of Orange County,
Florida; which refers to an unrecorded Agreement dated May 5, 1987,
between the Bond Group and the Xxxxxxxx Group, as said Groups are
described therein, as amended by that certain Agreement (including
Easement and Restrictive Covenants) by and between the Bond Group (as
defined therein) and Southern Land Investors, ltd., to be entered into
at closing.
6. Right of Way for Holden Avenue.
7. Declaration of Road Easements, Covenants, and Conditions recorded
December 2, 1981 in Official Records Book 4349, Page 4037, Public
Records of Orange Country, Florida.
The following pertain only to the easement lights described in the Holden Avenue
Extension Agreement:
8. Reservations in favor of Board of Education of the State of Florida, as
contained in instrument, dated October 2, 1925, recorded December 17,
1925 in Deed Book 298, Page 507 of the Public Records of Orange County,
Florida (only as to the "Belam Parcel", as described in the Holden
Avenue Extension Agreement).
9. Right of Way Agreement in favor of the County of Orange recorded
February 5, 1957 in Deed Book 197, Page 67, Public Records of Orange
County, Florida (only as to the "Xxxxxxx Parcel", as described in the
Holden Avenue Extension Agreement).
10. Easement Agreement by and between Wesco, a Florida general partnership,
and Xxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, his wife recorded March 29,
1973 in Official Records Book 2389, Page 25 and amended by amendment
recorded in Official Records Book 4217, Page 3804, Public Records of
Orange County, Florida (Note: release from easement recorded in
Official Records Book 3675, Page 1619) (only as to the "Wesco Parcel",
as described in the Holden Avenue Extension Agreement).
11. Right of Way Agreement in favor of the County of Orange recorded
October 30, 1956 in Official Records Book 159, Page 601, Public Records
of Orange County, Florida (only as to the "Bond Group Parcel", as
described in the Holden Avenue Extension Agreement).
12 Easement contained in Warranty Deed recorded May 18, 1987 in Official
Records Book 3887, Page 2764, partially released by the Quit Claim Deed
recorded in official Records Book 4145, Page 2702, Public Records of
Orange County, Florida (only as to the "Bond Group Parcel", as
described in the Holden Avenue Extension Agreement).
13. Easement recorded December 28, 1989 in Official Records Book 4145, Page
2707, Public Records of Orange County, Florida (only as to the "Bond
Group Parcel", as described in the Holden Avenue Extension Agreement).
25
EXHIBIT "E"
PREPARED BY AND RETURN TO:
XXXXXXX X. XXXXXXX, ESQUIRE
HOLLAND & KNIGHT
X.X. XXX 0000
XXXXX, XXXXXXX 00000-0000
SIGN EASEMENT AGREEMENT
SIGN EASEMENT AGREEMENT ("Agreement") made and entered into as of this
_______ day of October, 1996, by and between SOUTHERN LAND INVESTORS, LTD., a
Florida Limited Partnership ("Grantor") and XXXXXX OUTDOOR, INC., a Florida
corporation ("Grantee").
W I T N E S S E T H:
WHEREAS, Grantor is the owner of certain land located in Orange County,
Florida, contiguous to the southeasterly right-of-way of Interstate 4 and more
particularly described on the attached Exhibit "A" (the "Property"); and
WHEREAS, Grantor desires to convey to Grantee the perpetual right to
construct, operate and maintain three (3) outdoor sign structures on portions of
the Property in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
1. Grant of Easement. Grantor hereby grants and conveys to
Grantee an exclusive, perpetual easement for outdoor sign
purposes over and across those certain three (3) sign easement
areas (the "Easement Area (s)") more particularly described
in the attached Exhibit "B" and depicted on the sketch
attached hereto as Exhibit "C". Grantor hereby covenants and
warrants that the Easement Areas are free from all
encumbrances, subject only to those matters set forth on
attached Exhibit "D", that lawful seisin of title and good
right to convey the Easement Areas are vested in Grantor, and
that Grantor hereby fully warrants the title to the Easement
Areas and will defend the same against the claims of all
persons claiming by, through or under Grantor.
2. Use of Easement Areas. Each Easement Area may be used only for
the construction, maintenance and operation of one (1)
monopole outdoor advertising sign (or other sign structure)
and other outdoor advertising uses generally prevalent in the
industry given changes in technology over time, as reasonably
determined by Grantor
26
(collectively, "Outdoor Advertising Use") , and other income
producing ancillary uses which do not materially and
substantially alter the appearance of the sign structure or
unreasonably and adversely affect the Property, including
without limitation, cellular or wireless antennas mounted on
the sign structure, and for no other purpose.
3. Improvements and Alterations.
A. Grantee, at its sole expense, shall construct and
provide all improvements, including sign structures,
antennas mounted on the sign structure and
facilities, as well as utilities, required to operate
the Easement Areas for their intended purposes. All
such signs, utilities and other improvements shall
hereinafter be called the "Improvements".
B. Prior to construction or substantial alteration
requiring a building permit, Grantor shall have the
right to approve design and construction plans for
the Improvements, which approval shall not be
unreasonably denied, delayed or conditioned.
Grantor's failure to advise Grantee in writing of the
specific grounds for its denial of such approval
within fifteen (15) days after receipt of design and
construction plans shall be conclusively deemed
Grantor's approval of such plans.
C. All Improvements shall be constructed, completed,
operated and maintained by Grantee in a good and
workmanlike manner, and shall at all times be in
compliance with all material requirements of
applicable laws, ordinances and regulations of any
local, state or federal agency having jurisdiction
thereof.
D. All Improvements constructed within the Easement
Areas shall be the property of Grantee.
E. Grantee shall indemnify, defend and save Grantor
harmless from and against any and all costs, damages,
claims and liabilities, including reasonable
attorneys' fees, incurred in connection with the
construction or alteration of any Improvements.
Grantee shall specifically indemnify and save Grantor
harmless from and against all mechanic's liens or
similar claims by any person claiming through or
under the Grantee. Under no circumstance shall the
fee interest of the Grantor
2
27
be subjected to any claim or expense resulting from
Grantee's construction of the Improvements.
4. Easements for Air Rights, Access and Utilities. Grantor hereby
grants and conveys to Grantee, for the benefit of the Easement
Areas, the following nonexclusive, perpetual easements over
and across the Property:
A. An easement and right for each sign structure or
other portion of Improvements located within an
Easement Area to overhang and encroach into the air
rights of the adjoining Property.
B. An easement for vehicular ingress and egress across
the Property to and from the Easement Areas from a
dedicated public roadway for construction, operation
and maintenance of the Improvements.
C. An easement across and under the Property for the
installation and maintenance by Grantee, at its sole
cost, of underground power lines and other
underground utilities or services necessary or
desirable for operation of the Improvements to
service the Easement Areas.
D. An easement and right to trim trees and other foliage
located on the Property to create and maintain
visibility of the sign structures within the Easement
Areas from Interstate 4 and Xxxxxx Road on and off
ramps. Any such tree removal or trimming shall be at
Grantee's expense and pursuant to all necessary
governmental approvals.
Upon development and/or redevelopment of the Property, Grantor
reserves the right to restrict said vehicular ingress and egress
easement and underground utility line easement to a reasonably located
and specifically described portion of the Property, and Grantor may,
in such event, amend this Agreement by unilaterally recording an
amendment showing the precise location of said vehicular ingress and
egress easement and underground utility line easement to the Easement
Areas. In the event that such relocation of the underground utility
line easement requires removal of existing utility lines and
installation of new utility lines within the relocated easement, such
removal and installation of utility lines shall be at Grantor's sole
cost, and without material interruption of such utilities to the
Easement Areas. Under no circumstances shall such ingress and egress
easement or underground utility line easement encroach upon any
buildings or other structural improvements placed upon the Property
from time to time.
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28
5. Visibility. Grantor shall not construct, operate or maintain
any structure, vegetation or other improvement which would
block or impair the visibility of the sign Improvements from
Interstate 4 or the Xxxxxx Road on or off ramps.
6. Repairs and Maintenance. Grantee, at its sole expense, shall
maintain the Easement Areas and all Improvements therein and
shall keep them safe, neat, clean and in good order, condition
and repair.
7. Compliance with Laws. Grantee shall comply in all material
respects with all laws, statutes, ordinances and rules
established by local, state or federal governmental agencies
affecting the Easement Areas or the Improvements.
8. Taxes and Assessments. Grantee shall be solely responsible for
all taxes of any nature assessed by the taxing authority upon
the Improvements or the Easement Areas, including sales taxes
and real estate taxes. It is the intent of the parties that
Grantee shall be solely liable for all assessments and taxes
resulting from the construction and operation of the
Improvements within the Easement Areas.
9. Insurance. Grantee shall at all times maintain commercial
general public liability and property damage insurance against
claims for personal injury, death or property damage occurring
on or in the Easement Areas, with a combined single limit of
not less than Two Million Dollars ($2,000,000). Grantee
shall increase the foregoing coverage amount from time to time
as Grantor may reasonably require, not to exceed insurance
limits typically maintained by owners of comparable
Improvements. All policies of insurance hereby required shall
name Grantor as an additional insured and shall not be
canceled without at least ten (10) days prior written notice
to Grantor. All insurance shall be provided by insurers
licensed to do business in the State of Florida. Grantee shall
deliver to Grantor certificates of such insurance on the
annual anniversary of this Agreement.
10. Indemnification. To the extent (and only to the extent) of
contractual liability coverage under liability policies
maintained by Grantee, Grantee shall indemnify, defend and
save Grantor harmless from and against all claims, suits,
actions, damages, liabilities and expenses in connection with
loss of life, bodily or personal injury or property damage
occurring on or arising from or out of Grantee's use or
occupancy of the Easement Areas or any part of the Property,
or occasioned wholly or in
4
29
part by any act or omission of Grantee, its agents, servants,
officers or invitees, whether occurring in or about the
Easement Areas or the Property. The foregoing obligation to
indemnify includes reasonable attorneys' fees and costs and
all other reasonable costs, expenses and liabilities incurred
by Grantor with respect to any claim or cause of action
related to the Easement Areas or Improvements.
11. Development of Property. Grantee acknowledges that Grantor
intends to develop the Property for such uses as may be
legally permitted. Accordingly, Grantee shall cooperate with
Grantor, at no cost to Grantee, to reasonably accommodate the
Property development plans of Grantor, provided that such
plans do not adversely affect the rights of Grantee under this
Agreement. Grantor shall not develop or use the Property in a
way which will cause the non-compliance of Grantee's permitted
use of the Easement Areas with any local, state or federal
laws, statutes, ordinances, or rules.
12. Relocation of Easement Area #1. Within ninety (90) days after
written notice from the City of Orlando, the parties agree to
relocate Easement Area #1 easterly to a point east of and
contiguous to the right-of-way of the proposed I-4 on-ramp
currently designed as part of the planned I-4/Xxxxxx Road
interchange on the land on which Easement Area #1 is currently
located. The cost of relocation of the Improvements to the
relocated Easement Area #1 shall be evenly divided between the
Grantor and Grantee. Upon such relocation, the parties shall
amend this Agreement to reflect the relocated Easement Area
#1. If Grantor receives no condemnation award or other
consideration in connection with the transfer of the
right-of-way for the I-4/Xxxxxx Road interchange to the
pertinent governmental authority, then Grantee shall have no
right to an award or other consideration in connection the
loss of Easement Area #1.
13. Holden Avenue Construction. Grantor warrants that Grantee
shall not be deemed an "Owner" under the Holden Avenue
Declaration of Road Easements, Covenants and Conditions made
September 24, 1991, recorded in Official Record Book 4328,
Page 4655, modified by amendments recorded in Official Record
Book 4349, Page 3994, and Official Record Book 4349, page
4037, all of the Public Records of Orange County, Florida.
Grantor shall indemnify, defend and hold Grantee harmless from
and against any claim for contribution to the cost of design
or construction of Holden Avenue asserted under such
instruments.
5
30
14. Notices. All notices, demands or other communications
permitted or required to be given hereunder shall be in
writing and shall be delivered either (i) mailed postage
prepaid by certified or registered mail, return receipt
requested, (ii) by hand delivery, or (iii) overnight delivery
by a recognized national courier service, addressed to the
parties at the following addresses:
To Grantor: Southern Land Investors, Ltd.
c/o Southern Land Company
Attention: Xxxxxxx X. Xxxxxxxxxx, President
00 Xxxxx Xxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Phone: 407/000-0000
Fax: 407/000-0000
To Grantee: Xxxxxx Outdoor, Inc.
c/o Xxxx X. Xxxxxxxx, III
0000 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Phone: 407/000-0000
Fax: 407/000-0000
or such other addresses as may be requested by the parties from time to
time pursuant to written notice in accordance with this paragraph.
15. Successors and Assigns. The rights and obligations of the parties
hereunder shall run with the Easement Areas and the Property and shall be
binding upon the Grantor and Grantee, their successors and assigns.
16. General Matters. This Agreement shall be construed in accordance
with the laws of the State of Florida. In the event of any action or proceeding
by either Grantor or Grantee to enforce its respective rights hereunder, the
unsuccessful party agrees to pay all costs incurred by the prevailing party
therein, including reasonable attorneys' fees, both at trial and on appeal or in
any bankruptcy proceeding.
6
31
IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as
of the day and year first above written.
WITNESSES: SOUTHERN LAND INVESTORS, LTD.,
a Florida Limited Partnership
By: SOUTHERN LAND COMPANY, a
Florida corporation, its
sole General Partner
By:
------------------------------
Xxxxxxx X. Xxxxxxxxxx,
President
-----------------------------
(signed name of witness one)
-----------------------------
(printed name of witness one)
-----------------------------
(signed name of witness two)
-----------------------------
(printed name of witness two)
XXXXXX OUTDOOR, INC., a
Florida corporation
By:
------------------------------
-----------------------------
(signed name of witness one)
-----------------------------
(printed name of witness one)
-----------------------------
(signed name of witness two)
-----------------------------
(printed name of witness two)
7
32
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this _________
day of _____, 1996 by XXXXXXX X. XXXXXXXXXX, President of SOUTHERN LAND
COMPANY, a Florida corporation, on behalf of the corporation, as sole General
Partner of XxxxxxxxXxxx Investors, Ltd., a Florida Limited Partnership, on
behalf of the Limited Partnership. He/She is personally known to me or has
produced _________ as identification and who did (did not) take an oath.
----------------------------------
NOTARY PUBLIC
----------------------------------
Typed or Printed Name of Notary
My commission expires:
Serial No., if any:
--------------
STATE OF FLORIDA )
)
COUNTY OF ORANGE )
The foregoing instrument was acknowledged before me this ___ day of
______, 1996 by __________ of XXXXXX OUTDOOR, INC., a Florida corporation, on
behalf of the corporation. He/She is personally known to me or has produced
__________ as identification and who did (did not) take an oath.
-------------------------------
NOTARY PUBLIC
-------------------------------
Typed or Printed Name of Notary
My commission expires:
Serial No., if any:
-----------
8
