Loading...
HomeMy WebLinkAbout2006-102Project/ parcel: Shadowbrook Estates 'aOD OPTION AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this 30— day of M, ,„H 2006, by and between SHADOWBROOK ESTATES, INC., a Florida corporation, 5865 Pine Ridge Circle, Vero Beach, Florida, 32967 ("Seller"), and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1840 25`h Street, Vero Beach, Florida 32960 ("Purchaser" or "County"). 1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real property located in Indian River County, Florida, described in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in accordance with the provisions of this Agreement. This Option Agreement becomes legally binding upon execution by the parties but exercise of the option is subject to approval by Purchaser and is effective only if the County, on behalf of Purchaser, gives written notice of exercise to Seller. 2. OPTION TERMS. The option payment is $100.00 ("Option Payment"). The Option Payment, in the form of a County check, will be forwarded to Seller as soon as possible. The option may be exercised during the period beginning with the Purchaser's approval of this Agreement and ending on August 15, 2006 ("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. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is SEVENTY FIVE THOUSAND SIX HUNDRED TWENTY SEVEN DOLLARS AND THIRTY SIX CENTS ($75,627.36) per acre 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 acreage estimates utilized in the appraisals obtained by the County were as follows: total acreage of approximately 29.09 gross acres, with approximately 22.89 acres of uplands and approximately 6.20 of wetlands. The property is zoned A -L. The Total Purchase Price will determined by multiplying the per acre price stated above ($75,627.36) times the total acreage determined by the survey required in paragraph 5. This Agreement is contingent upon approval of the survey, and consequent approval of the Total Purchase Price, by Purchaser. It is understood and agreed that Purchaser may, in its sole discretion, submit the final survey, title information, environmental assessment information, and any other relevant information, to the appraisers hired by the County to confirm that the Total Purchase Price is supported by the appraisals. If the Purchaser determines that the Total Purchase Price is not supported by the appraisals, Purchaser shall have the option of terminating this Agreement by notice to Seller. 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. 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 3/7/6 Page 1 contamination shall be performed to the standard of practice of the ASTM, Practice E 1527. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4.B.). 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 either: (a) elect to terminate this Agreement and neither party shall have any further obligations under this Agreement, or (b) elect to obtain and pay for a phase II environmental assessment ("phase II") of the Property. If the Purchaser elects to obtain a phase II, the Option Exercise Date (and consequently the closing date and all other dated performance requirements of this Agreement) shall be extended for the time stated for phase II completion in Purchaser's contract to obtain the phase I6lus 30 days. In the event that the phase II 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 either elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. The Purchaser shall use its best efforts to complete the phase II , and decide whether to terminate or exercise the option, as soon as possible. In the event that Hazardous Materials are discovered after closing, Seller's liability for assessment, clean up and monitoring necessary to comply with 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") shall be as determiresuchu vonmental Law. * tJoF +o exp{ 4S �8lS I i 5. SURVEY. Purchaser shall at its sole cost and expense obtain a current boundary 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, and the County's anticipated funding partner, the Florida Communities Trust. 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 that improvements intended to be located on the Property encroach on the land of others, the same shall be treated as a title defect under this Agreement. 6. TITLE INSURANCE. Seller shall, at his sole cost and expense and at least 35 days prior to the Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B") from a title insurance company, approved by the Purchaser, insuring marketable title of the Purchaser in and to the Property in the amount of the Total Purchase Price. Seller shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens. 7. DEFECTS IN TITLE. If the title insurance commitment or Survey furnished to Purchaser pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall, within 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; however Seller shall not be obligated to bring suit to cure said defects. If Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent effort to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then 3/7/6 Page 2 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. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Purchaser a statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to the 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 Deed shall be Indian River County, a political subdivision of the State of Florida. 9. PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286.23, and 380.08(2), Florida Statutes. Seller or his title agent shall prepare the deed described in paragraph 8 of this Agreement; Seller's and Purchaser's closing statement; the title, possession and lien affidavit certified to Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes; and, an environmental affidavit on forms provided by the County. All prepared documents shall be submitted to the County for review and approval at least 10 business days prior to closing. 10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to be provided by Seller under this Agreement within 5 business days after receipt by Purchaser of all of the required items. Seller will have 5 business 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 deed described in paragraph 8 of this Agreement and any other recordable instruments which Purchaser deems necessary to assure good and marketable title to the 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 the 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 the 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 and time of closing shall be set by County, after consultation with Seller. The closing will be held at the Law Offices of Collins, Brown, Caldwell and Barkett 3/7/6 Page 3 in Vero Beach, Florida; and Bruce Barkett will issue the title insurance and serve as closing agent. 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 prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Purchaser in the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear excepted. However, in the event the condition of the 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. Seller has had a phase I environmental assessment ("Seller's ESA") completed which identifies potentially hazardous tanks, metal drums, construction debris, motor vehicles and other debris found on the Property. Seller agrees to remove the potential hazards listed below, and any new debris that might be placed on the property between the date of execution of this Agreement and the date of closing. Items described in Seller's ESA: eight 55+/- gallon metal drums; 16 automobile tires; one dumpster style storage unit; one 500- 600 gallon empty storage tank; one Caterpillar 950F vehicle. Other items to be removed: All non -registered automobiles; billiards table in carport; other miscellaneous debris in carport; pile of metal construction debris near house. 15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the 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. All leases or tenancies of any nature as to occupancy of the house on the Property, or any other use of the property, shall be terminated by Seller, and the Property and house legally vacated of all persons by Seller, prior to closing. In the event Seller has not so terminated all tenancies, or the Property has not been so vacated, by closing, the closing date shall be extended until Seller has done so. 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, thereby 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 shall have the remedy of specific performance as its sole and exclusive remedy. 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 3/7/6 Page 4 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. 21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement 22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected. 23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's heirs, legal representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by it. Whenever used, the singular shall include the plural and one gender shall include all genders. 24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties. 25. WAIVER. Failure of Purchaser or Seller to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 26. AMENDMENTS. No modification, amendment or alteration hereto, shall be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto. 27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. 28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally or mailed to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 29. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Seller set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 8. of this Agreement and Purchaser's possession of the Property. 30. TERMINATION OF IRLT CONTRACT. Seller has entered into a Contract of purchase and sale, with the Indian River Land Trust, Inc., as Buyer, dated October 13, 2005 (IRLT Contract). This Option Agreement for Sale and Purchase has been negotiated and entered into with the understanding that the IRLT Contact would be terminated after execution of this Agreement. At Purchaser's request Seller shall provide a release or other appropriate documentation of termination of the IRLT Contract acceptable to Purchaser. Purchaser may also require such a release or other documentation from the IRLT. If Purchaser requests a release or other documentation from Seller or the IRLT, receipt and approval of such documentation by Purchaser shall be a condition of closing. 3/7/6 Page 5 THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE APRIL 21, 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 CONTRACT IS CONTINGENT UPON AVAILABILITY OF FUNDING FROM THE COUNTY ENVIRONMENTAL LANDS BOND FUND. Seller 3/7/6 SELLER INC. By: Pierre Paquette, P esident c_H 3U 2t�O�. Date signed by Seller ' PURCHASER PURCHASER INDIAN RIVER. COUNTY BOARD OF COUNTY COMM'ISSI( ERS ... �L01s�23-96 Date Anprovc&bv -BCC ` Attest: J. K. Barton, Clerk By: Page 6 Deputy Clerk Approved: A.\Baird Administrator Approved as to form and legal 11 x ency: n E. Fell ant County Attorney COUNT ) e umen was ac now e ged before me this day o 2006, by PIERRE PAQUET I E, President of Shadowbrook Estates, Inc., me or who has produced a driver's license issued within the last five as Scller, who is personally kno to years as identification. (NOTARY PUBLIC) SEAL 3/7/6 Notary Public (Printed, Typed or S ped Name of Notary Public) No.: Commission Page 7 EXHIBIT "A" Legal Description The real property described in that certain Personal Representative's Deed recorded in Official Records Book 1323, Page 85, Public Records of Indian River County, Floirda. IRC tax parcel # 31-38-36-00000-0010-0004.0. (The final legal description will be as reflected on the County -approved survey.) 3/7/6 Page 8 ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) STATE OF ) COUNTY OF ) Before me, the undersigned authority, personally appeared PIERRE PAQUETEE, President of Shadowbrook Estates, Inc., a Florida corporation, this day of 2006, who, first being duly sworn, deposes and says: 1) That SHADOWBROOK ESTATES, INC., a Florida corporation, 5865 Pine Ridge Circle, Vero Beach, Florida, 32967, is the record owner of the Property. The following is a list of every "person" (as defined in Section 1.01(3), Florida Statutes) holding 5% or more of the beneficial interest in the Property: (if more space is needed, attach separate sheet) Name Address S,n(a9w coo k L` S4 ��eS ' 1 Interest 2) That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate transaction or who have received or will receive real estate commissions, attorney's or consultant's fees or any other fees or other benefits incident to the sale of the Property are: Name Address Reason for Payment Amount S�nAtOpc9Dk ES�i2Si (4c- 3) dC 3) That, to the best of the affiant's knowledge, the following is a true history of all financial transactions (including any existing option or purchase agreement in favor of affiant) concerning the Property which have taken place or will take place during the last five years prior to the conveyance of title to Shadowbrook Estates, Inc: Name and Address of Parties Involved March 7, 2006 Type of Amount of Date Transaction Transaction Page 9 This affidavit is given in compliance with the provisions of Sections 286.23 and 380.08(2), Florida Statutes. AND FURTHER AFFIANT SA) SWORN TO and subscribed b F,L9nA ) COUNTY OF Seller, who is personally known t( (NOTARY PUBLIC) SEAL �y BRUCEBARKDF7bift F Notary Pubic • StateCommissbnEy$wCommissron 0 DD`'386,' Bonded By NaWW N March 7, 2006 (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Page 10 2006, STATE OF )ok Estates, Inc., as ars as identification.