HomeMy WebLinkAbout2006-397 SECOND AMENDMENT
TO OPTION AGREEMENT FOR SALE AND PURCHASE
This Second Amendment to Option Agreement for Sale and Purchase ("Second
Amendment') is entered into effective this 31st day of October, 2006 , by and between
Indian River County, a political subdivision of the State of Florida and Shadowbrook
Estates , Inc. ("Seller") .
Background Recitals :
A. On March 30 , 2006 , Seller entered into an Option Agreement for Sale and Purchase
with Indian River County (" Option Agreement') .
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 June 6 , 2006 .
C . The Option Agreement grants an option to Indian River County to purchase the
Property as more specifically described in Exhibit A of the Option Agreement .
D . Pursuant to the terms of the Option Agreement , Indian River County has elected to
obtain a Phase II Environmental Assessment of the Property (" Phase 11 ") .
E . The Option Agreement was amended by the First Amendment to Option Agreement
for Sale and Purchase dated August 15 , 2006 to extend the Option Expiration Date to
October 31 , 2006 (as so amended , the Option Agreement and the First Amendment
collectively hereinafter referenced as "Amended Option Agreement') .
F . The completed Phase II report is a lengthy and complex document that requires
careful review and analysis by Indian River County and Seller, and such review cannot
be completed prior to the October 31 , 2006 Option Expiration Date .
G . Indian River County and Seller have agreed that it is in their respective best
interests to amend the Amended Option Agreement to extend the Option Expiration Date
and the closing date , pursuant to the terms of the Amended Option Agreement.
H . Seller acknowledges and agrees that: ( i) the Indian River County Board of County
Commissioners must approve this Second Amendment at one of its regularly scheduled
meetings ; (ii) the earliest opportunity to present this Second Amendment to the Indian
River County Board of County Commissioners occurs in November, 2006 , after the Option
Expiration Date ; and ( iii) Seller shall execute this Second Amendment prior to the Option
Expiration Date .
I . The parties acknowledge and agree that they are in complete compliance with all
terms of the Amended Option Agreement as of October 31 , 2006 .
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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 Amended Option Agreement as follows :
1 . From and after the effective date of this Second Amendment, the second sentence
of paragraph 2 of the Amended Option Agreement is amended in its entirety_ � t,oL read as
follows : I �r
The option may be exercised on or before December 01 2006
("Option Expiration Date") , with closing , if the Option is exercised , on
or before January 15 , 2007 .
2 . From and after the effective date of this Second Amendment, the first sentence of
paragraph 13 of the Amended Option Agreement is amended in its entirety to read as
follows :
The closing , if the option is exercised , shall be on or before
January 15 , 2007 .
3 . The Option will expire if the County fails to approve and execute this Second
Amendment on November 14 , 2006 .
4 . All terms and provisions of the Amended Option Agreement not amended by this
Second Amendment shall be and remain in full force and effect.
5 . All defined terms not otherwise defined herein shall have the same meaning as set
forth in the Amended Option Agreement.
6 . This Second 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 .
7 . The background recitals are true and correct and form a material part of this
Second Amendment.
IN WITNESS WHEREOF , the parties have caused this Second Amendment to be
executed as of the day and year first above stated .
�—--- - SELLER :
SHADOWBROOK ESTATES , INC . ,
a Florida corporation
Witness (0
Print Name :
BY:
Witness : c �
1 Pierre Paquette r sident
Print Name : �cvcR LK4k*
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INDIAN RIVER COUNTY
By its Board of. Cii. .mmissioners
By
Arthur R ''Neubjq�ger` irman
Attest: J . Pb '@A-o' n , �C �tk ,
By
Deputy Clerk
Approved :
r
B
Jose h . 6ai ,, C�o—unty�Aclrninistrator
Approv d a� o form a I ufficiency:
QLZI
ian E . Fell , Assistant County Attorney
Date approved by BCC : 11 - 14 - 2006
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