BRAG Agreement 5-4

AGREEMENT TO RELEASE REVERTER
This is an agreement by and among the School Board of Brevard County, Florida,
("School Board") and Brevard Regional Arts Group, Inc., a Florida Not for Profit Corporation
("BRAG").
.
WHEREAS, BRAG is the fee simple owner of that certain parcel of real property
located on New Haven Avenue in Melbourne, Florida and more particularly described on
EXHIBIT "A", attached hereto and made a part hereof (the "Property"); and
WHEREAS, the Property is subject to a reverter clause in favor of the School Board;
and
WHEREAS, BRAG has a binding contract to sell a portion of the Property; and
WHEREAS, the parties hereto have reached an agreement for the payment of
consideration to the School Board in exchange for its total and complete release of the reverter
clause.
NOW THEREFORE in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1.
Recitals. The above recitals are true and correct and incorporated herein.
2.
Consideration. In exchange of the payment of $350,000.00 from BRAG to the
School Board, the School Board will simultaneously upon receipt of said funds execute a Quit
Claim Deed in recordable form totally and permanently terminating and cancelling the Right of
Reverter in favor of the School Board contained in the Quit Claim Deed in Official Record, Book
1669, Page 92, of the Brevard County Public Records. (the "Reverter") as it relates to the
portion of the Property described in 3 below.
3.
Sale of a Portion of the Property. The obligations of BRAG and the School Board
are contingent upon and shall only happen immediately after or simultaneously with the closing
of the sale of that portion of the Property described in Exhibit "B", attached hereto and made a
part hereof, pursuant to that certain Real; Estate Purchase Agreement between BRAG and
Zimmerman Development, LLC dated July 8, 2014 (the "Zimmerman Development Contract"),
provided the closing of such sale pursuant to the Zimmerman Development Contract takes
place on or before June 1, 2016. The obligations of BRAG and the School Board are also
contingent upon and shall only happen immediately after or simultaneously with the closing of
that certain Agreement dated April_, 2015 between the School Board and the City of
Melbourne, Florida (the "City") concerning the conveyance by the School Board to the City of its
right of reverter and any other interests in a parcel of land adjacent to the Property owned by the
City.
4.
Survey. Prior to closing, BRAG will provide to the School Board a boundary
survey performed by a Florida Licensed surveyor of the portion of the Property described in
Exhibit "B".
5.
Closing. The School Board agrees to deliver at closing a properly executed Quit
Claim Deed in substantially the same form as the document attached as Exhibit "C", attached
hereto and made a part hereof. This transaction shall be closed and the closing documents
delivered at closing, unless modified by the mutual consent of the parties.
a.
Said closing_shall occur on the same date as the closing of the
Zimmerman Development Contract.
b.
The cost of recording the Quit Claim Deed and any other normal and
customary closing costs shall be paid by BRAG.
2.
Governing Law. This Agreement shall be deemed to have been executed and
entered into within the State of Florida and this Agreement, and any dispute arising hereunder,
shall be governed, interpreted and construed according to the laws of the State of Florida.
3.
Venue. Venue for any legal action brought by any party to this Agreement to
interpret, construe or enforce this Agreement shall be in a court of competent jurisdiction in and
for Brevard County, Florida, and any trial shall be non-jury.
4.
Modification. No modification of this Agreement shall be binding on the School
Board or BRAG unless reduced to writing and signed by a duly authorized representative of
School Board and BRAG.
5.
Entirety Clause. This Agreement embodies the entire Agreement and
understanding between the parties hereto and there are no other agreements or
understandings, oral or written, with reference to the subject matter hereof that are not merged
herein.
6.
Notice. Notice under this Agreement shall be given to the School Board by
mailing written notice, postage prepaid, to School Superintendent ,School Board of Brevard
County, 2700 Judge Fran Jamieson Way, Viera, FL 32940, and notice shall be given to BRAG
by mailing written notice, postage prepaid to Wendy Brandon, President, 625 E. New Haven
Ave., Melbourne, FL 32901.
EFFECTIVE DATE. As used herein, the term "Effective Date" shall mean the
7.
date on which the last of the parties hereto executes this Agreement.
[The balance of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on
the day and year first above written.
BREV RD REGIONAL ARTS GROUP, INC.
Date:
5/Y-f"i
SCHOOL BOARD OF BREVARD COUNTY,
FLORIDA
Chairman
V0252389.I
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EXHIBIT A
That portion of Lots 5, 6 and 7 lying between New Haven Avenue and Melbourne
Avenue in the Subdivision of the Northwest Y,. of the Southeast Y. of Section 3,
Township 28 South, Range 37 East, Brevard County, Florida. Being land described in
Deeds recorded in Deed Book 80, Page 85 and Deed Book 81, Page 56, and Public
Records of Brevard County, Florida. It being the intention of the School Board of
Brevard County, Florida to convey to the Board of County Comissioners of Brevard
County, Florida, the above described land and all improvements situated thereon,
commonly known as the RUTH HENEGAR SCHOOL, located on New Haven Avenue,
Melbourne, Florida.
Oi'der No.: 5001575
customer
Rere~ence:
5XHIBIT "'€}"
That portion of Lots 6 and 7, of Fee's Unrecorded subdivision In Section 31 Township 26 Socith,
Range 37 East, City of Melbourne, Brevord county, Florida, described es follows:
commence at the Nol'thwest corner of Lot 5 of said Fee's Unrecorded Subdivision, same being the
Northeast corner of Lot 12, Black 2 of Hallwood Place, according to the Plat thereof as recorded in
Plat Book. 2 page 33-A, of the Brevard County Public Records; :same point being M the South r1·ght
of w~y line of New Haven Avenue, an cmeven width public right of way; thence run South 88
degrees 34 minutes 35 seconds East, along the south right of w~y line of said New H~ven Avenue,
for 133.00 feet to the Northeast corner of the parcel of land described In Offlclar Records Book
2214, page 1640 of the Public Records of Brevard County, Florida; thence continue South 88
degrees 34 minutes 35 seconds East, along the South right of way line of said New Haven Avenue,
for 223.72 ~eet, to the Point of Beginning; thence continue South 88 degrees 34 minutes 35
seconds East, along the South right of w<iy line of said New Haven Avenue, for 165,59 reet, to the
Northeast corner of Lot 7 of Fee's Unrecorded Subdivision; tMnce run South DO degrees 12.
mlm1tes 27 seconds East, along the West lins of said Lot 7 of Fee's Unrecorded Subdivision, for
305,00 feet; thence run North 88 degrees 34 minutes 16 second West for 200.99 feet; thence run
North 00 degrees 33 minutes 37 seconds West, for 126,72 feet; thence run South 88 degrees 27
rnlnutes 57 seconds Eost, for 30.95 feet; thence run North DO degrees 32 minutes 03 seconds East,
for 178.2.8 feet, to the Point of Beginning
Copyright Amer1can l~anci Tit.la Association, All right$ re5mv~d.
The Uije of thlG Form le rnstrlotacd to ALTA !loensees ancJ ALIA members !11 [;lood atandln~ as oi the de le
of use, All othsr usco11 mm proh.11.iliad. Reprinted under li(ietme frorn t11e Al'nerlo~n Land i\1le Assaoll'ltlon.
AL'J'A Commitment {8/17/0B) (with FL MadUlcat!on.s)
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2.14·0261
EXHIBIT "C"
THIS INSTRUMENT PREPARED BY
AND RETURN TO:
QUIT CLAIM DEED AND
RELEASE AND TERMINATION OF RIGHTS OF REVERTER
THIS QUIT CLAIM DEED AND RELEASE AND TERMINATION OF RIGHTS OF
, 2015 by the SCHOOL BOARD OF
REVERTER is made this_ day of
BREVARD COUNTY, FLORIDA, as Grantor, whose address is 2700 Judge Fran
Jamieson Way, Viera, Florida, 32940, to the BREVARD REGIONAL ARTS GROUP, INC, a
Florida corporation not for profit, as Grantee, whose address is 625 E. New Have Avenue,
Melbourne, FL 32901.
That the Grantor, for and in consideration of the sum of$50,000.00 and other valuable
consideration to it in hand paid by the Grantee, receipt whereof is hereby
acknowledged, has released and quit-claimed to the Grantee all of the Grantor's right,
title, interest and claim of demand which the Grantor may have in the land lying and
being in Brevard County, Florida, and more particularly described in Schedule "A", attached
hereto and made a part hereof.
THIS QUIT CLAIM DEED AND RELEASE AND TERMINATION OF RIGHTS OF
REVERTER IS BEING RECORDED TO HEREBY RELEASE, TERMINATE, REM!SE
AND RELINQUISH, UNCONDITIONALLY AND FOREVER, EACH AND EVERY OF
THOSE PROPERTY INTERESTS ARISING FROM THE CERTAIN RIGHTS OF
REVERTER PREVIOUSLY IMPOSED UPON THE PROPERTY DESCRIBED IN
SCHEDULE "A" PURSUANT TO THAT CERTAIN DEED RECORDED IN OFFICIAL
RECORDS BOOK 1669, PAGE 92 OF THE PUBLIC RECORDS OF BREVARD COUNTY,
FLORIDA.
IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed
in its name by its School Board of Brevard County acting by the Chair of said Board, the
day and year aforesaid.
Signed, sealed ru1d delivered
In the presence of
SCHOOL BOARD:
SCHOOL BOARD OF BREVARD COUNTY,
FLORIDA
By: _ _ _ _ _ _ _ _ _ _ _ _ __
Amy Kneessy
As Chair
Witnesses #1 Signature
Witnesses #1 Name
ATTEST:
Witnesses # 1 Signature
Witnesses #1 Name
STATE OF FLORIDA)
COUNTY OF BREVARD )
The foregoing instrument was acknowledged before me this
, 2015,
by Amy Kneessy as Chair ofthe School Board of Brevard County. She is personally
known tome.
Notary Public
My commission expires:
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