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HomeMy WebLinkAbout2005-415 A4 h',DoiTie�� / INDIAN RIVER COUNTY, FLORIDA C W.S ��� S MEMORANDUM TO : Kim Massung Executive Aide FROM : Roland M . DeBlois , AICPp Chief, Environmental Planning THROUGH : William K . DeBraal Assistant County Attorney DATE : December 19 , 2005 SUBJECT : Request of Commission Chairman Execution of Assignment of Option : Ryall Tract — South Prong Slough LAAC Site Attached is an "Option Agreement for Sale and Purchase" (two originals) for Chairman Lowther ' s signature relating to the Ryall Tract — South Prong Slough LAAC Site . The seller has already executed the Agreement. On January 23 , 1996 , the Board of County Commissioners delegated authority to the Board Chairman to execute option agreements (see attached resolution) . It is important to note that the Board's January 1996 delegation of authority to the Board Chairman to sign option agreements was done so because of State (and County Environmental Lands Program Guide) confidentiality requirements . The procedure is such that once the Chairman executes the option, appraisals can then be released for public information, and a public hearing can subsequently be scheduled for full County Commission consideration . The Chairman's execution of the Option does not commit the County to the purchase , but gives the County an option to buy contingent upon Board approval at an advertised public hearing . As such, I request that the Chairman sign the attached originals , and that the originals be returned to me . I will then schedule a 30 day advertised public hearing at which the full Board will consider approval of the purchase . Thanks for your help . Please let me know if you have any questions (ext . 1258) . cc : Robert Keating Bill DeBraal F : \Community Development\USers\ROLAND\LAAC\South Prong Slough\Ryall option sign bee chair memo 121905 . doc A4 h',DoiTie�� / INDIAN RIVER COUNTY, FLORIDA C W.S ��� S MEMORANDUM TO : Kim Massung Executive Aide FROM : Roland M . DeBlois , AICPp Chief, Environmental Planning THROUGH : William K . DeBraal Assistant County Attorney DATE : December 19 , 2005 SUBJECT : Request of Commission Chairman Execution of Assignment of Option : Ryall Tract — South Prong Slough LAAC Site Attached is an "Option Agreement for Sale and Purchase" (two originals) for Chairman Lowther ' s signature relating to the Ryall Tract — South Prong Slough LAAC Site . The seller has already executed the Agreement. On January 23 , 1996 , the Board of County Commissioners delegated authority to the Board Chairman to execute option agreements (see attached resolution) . It is important to note that the Board's January 1996 delegation of authority to the Board Chairman to sign option agreements was done so because of State (and County Environmental Lands Program Guide) confidentiality requirements . The procedure is such that once the Chairman executes the option, appraisals can then be released for public information, and a public hearing can subsequently be scheduled for full County Commission consideration . The Chairman's execution of the Option does not commit the County to the purchase , but gives the County an option to buy contingent upon Board approval at an advertised public hearing . As such, I request that the Chairman sign the attached originals , and that the originals be returned to me . I will then schedule a 30 day advertised public hearing at which the full Board will consider approval of the purchase . Thanks for your help . Please let me know if you have any questions (ext . 1258) . cc : Robert Keating Bill DeBraal F : \Community Development\USers\ROLAND\LAAC\South Prong Slough\Ryall option sign bee chair memo 121905 . doc 01/13/1410 BGG CHAERMAN TO EXECUTE ENVIRONMENTAL LAND ACQUISITION OPTIONS & PURCHASE AGREEMENTS WITH DEPOSITS NOT EXCEEDING $ 100 The Board reviewed a Memorandum of January 15 , 1996 : TO : James Be Chandler County Administrator DSP BEAD CONCURRENCE : r ZM. Rea , CP Community Devel t D4r� PRO14 : Roland M . DeBlois , CP Chief , Environmental Planning DATE : January 15 , 1996 RE : Request that the Board Authorize the Chairman to Ezecute Environmental Land Acquisition Options and Purchase Agreements It is requested that the data herein presented be given formal consideration by the Board of County Commissioners at its regular meeting of January 23 , 1996 . DESCRIPTION AND CONDITIONS Procedures adopted by the Board of County Commissioners for acquisition of environmental land include confidentiality of appraisals . In accordance with Section 125 . 355 of the Florida Statutes , appraisals can be released for public information once an option agreement is executed between a seller and the County or , if a purchase agreement is used ( rather than an option ) , at least 30 days prior to Board approval . This statute also provides for a 30 day public notice and public hearing. For option agreements , this notice and hearing may occur at either the time the option agreement is considered by the Board , or later at the time of option exercise . For purchase agreements , the notice and hearing must be held at the time of Board consideration of the purchase agreement . Since acquisition agreements are often sagned by the landowner' some days ( or weeks ) before Board consideration , and because the time period after the seller signs overlaps with the time period set . by the statute for public disclosure , staff seeks to establish a procedure to ensurs thattk�e sellers are legally bound prior to public release of confident ial; informatLou riven the intricacies of the confidentiality statute , staff suggests that the best way to accomplish this is for the Board to authorize the Chai)ma to execute options and purchase agreements ( for a nominal fee or deposii't not exceeding : 100 ) . This authority would serve to bind a seller to the negotiated price and terms for a specific time period , during which time appraisals could be released for Land Acquisition Advisory Committee ( LAhC ) review and , subsebpently , for Board final acquisition approval . For the Board ' s consideration , attached is a proposed resolution authorizing the Chairman to execute options and purchase agreements . ANALYSIS Any option or purchase agreement executed under the requested authorization will contain language that makes it . clear to the seller that final County approval of a land purchase is ultimately subject to Hoard approval ( which would occur at an advertised public hearing ) , As previously explained, the utility of authoriainq the Chairman to sign the agreements terms so is to bind the seller to negotiated price and 'that , in accordance with state " law, appraisals can be released for public review prior to the Board ' s final consideration of purchase approval . �DATION Staff recommends that the Hoard of County Commissioners approve the attached repolution authorizing the Board Ch& j roan to execute agreementp relatingto land purchase options and not exc aoQuisitLour with cost of the option fee or deposit ¢ing 100 , whereby final acquisition under the executed option or purchapa a eem4at , wilI ultimately be subject to Hoard approval . 28 January 23 , 1996 01/13/1410 BGG CHAERMAN TO EXECUTE ENVIRONMENTAL LAND ACQUISITION OPTIONS & PURCHASE AGREEMENTS WITH DEPOSITS NOT EXCEEDING $ 100 The Board reviewed a Memorandum of January 15 , 1996 : TO : James Be Chandler County Administrator DSP BEAD CONCURRENCE : r ZM. Rea , CP Community Devel t D4r� PRO14 : Roland M . DeBlois , CP Chief , Environmental Planning DATE : January 15 , 1996 RE : Request that the Board Authorize the Chairman to Ezecute Environmental Land Acquisition Options and Purchase Agreements It is requested that the data herein presented be given formal consideration by the Board of County Commissioners at its regular meeting of January 23 , 1996 . DESCRIPTION AND CONDITIONS Procedures adopted by the Board of County Commissioners for acquisition of environmental land include confidentiality of appraisals . In accordance with Section 125 . 355 of the Florida Statutes , appraisals can be released for public information once an option agreement is executed between a seller and the County or , if a purchase agreement is used ( rather than an option ) , at least 30 days prior to Board approval . This statute also provides for a 30 day public notice and public hearing. For option agreements , this notice and hearing may occur at either the time the option agreement is considered by the Board , or later at the time of option exercise . For purchase agreements , the notice and hearing must be held at the time of Board consideration of the purchase agreement . Since acquisition agreements are often sagned by the landowner' some days ( or weeks ) before Board consideration , and because the time period after the seller signs overlaps with the time period set . by the statute for public disclosure , staff seeks to establish a procedure to ensurs thattk�e sellers are legally bound prior to public release of confident ial; informatLou riven the intricacies of the confidentiality statute , staff suggests that the best way to accomplish this is for the Board to authorize the Chai)ma to execute options and purchase agreements ( for a nominal fee or deposii't not exceeding : 100 ) . This authority would serve to bind a seller to the negotiated price and terms for a specific time period , during which time appraisals could be released for Land Acquisition Advisory Committee ( LAhC ) review and , subsebpently , for Board final acquisition approval . For the Board ' s consideration , attached is a proposed resolution authorizing the Chairman to execute options and purchase agreements . ANALYSIS Any option or purchase agreement executed under the requested authorization will contain language that makes it . clear to the seller that final County approval of a land purchase is ultimately subject to Hoard approval ( which would occur at an advertised public hearing ) , As previously explained, the utility of authoriainq the Chairman to sign the agreements terms so is to bind the seller to negotiated price and 'that , in accordance with state " law, appraisals can be released for public review prior to the Board ' s final consideration of purchase approval . �DATION Staff recommends that the Hoard of County Commissioners approve the attached repolution authorizing the Board Ch& j roan to execute agreementp relatingto land purchase options and not exc aoQuisitLour with cost of the option fee or deposit ¢ing 100 , whereby final acquisition under the executed option or purchapa a eem4at , wilI ultimately be subject to Hoard approval . 28 January 23 , 1996 MOTION WAS MADE by Commissioner Macht , SECONDED BY Commissioner Tippin , to adopt Resolution No . 96 - 15 authorizing the Chairman of the Board of County Commissioners to execute option agreements or purchase agreements relating to land acquisition where the cost of the option fee or deposit does not exceed $ 100 and where final acquisition ' is subject to approval . by the Board of County Commissioners , as recommended in the memorandum . In response to Commissioner Eggert , County Attorney Vitunac gave assurances that there were no negatives to this procedure and it would actually be better because without it an option would have to be signed by the full Board and that would look like a sale . Commissioner Macht commented that a signature on an option only freezes the price . Commissioner Eggert understood the effect of the resolution , but was concerned that it might be misunderstood because of the wording of the headline as compared to the wording in the body of the document . THE CHAIRMAN CALLED THE QUESTION and the motion carried unanimously . RESOLUTION NO . 96 - 15 A RESOLUTION OF THE INDIAN RIVER COUNTY , FLORIDA , AUTHORIZING THE CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS TO EXECUTE OPTION AGREEMENTS OR PURCHASE AGREEMENTS RELATING TO LAND ACQUISITION . WHEREAS , the electorate of Indian River County has voted in favor of the issuance of general obligation bonds for the purpose of financing the cost of acquiring , environmentally significant land in Indian River County ; and WHEREAS , said land acquisitions , and other similar land acquisitions , in many cases are preceded by a purchase agreement or by the securing of an option topurchase ; and WHEREAS , said acquisition agreements are binding on the seller when accepted and paid for by the County ; and WHEREAS , expeditious action is often necessary and this may be achieved by authorizing the Chairman to execute Option agreements or purchase agreements for nominal amounts , NOW , THEREFORE , BE IT RESOLVED By THE BOARD OF COUNTY QOMM.� SSIONERS OF INDIAN RIVER COUNTY , FLORIDA that : 29 January 23 , 1996 a p The Chairman , or in the, absence of the Chairman , the Vice - Chairman , is authorized to execute on behalf of the County Commission .option agreements or purchase agreements to purchase land where the cost of the option fee or deposit does not exceed $ 100 dollars , and where final acquisition -under such agreements is subject to approval by the Board of County Commissioners . The resolution was moved for adoption by Commissioner Macht and the motion was seconded by Commissioner T i p p i n , and , upon being put to a vote , the vote was as follows : Chairman ' Fran B . Adams Aye Vice - Chairman Carolyn K . Eggert aye Commissioner Richard N . Bird Ave Commissioner Kenneth R . Macht Aye Commissioner John W . Tippin Ale The Chairman thereupon declared the resolution duly passed and adopted this 23 day of January 1996 , BOARD OF COUNTY COMMISSIONERS INDIAN RIVER C!O�UNTTY , fFLORIDA A t • By � OZ K7 /^ 1- � Fran B . Adams Chairman Je Bort , Cler, , n u\rl ec�optiun . res (� l.• APPROVED A3 TO FORM ' { AND LEGAL SUFFICIENCY ] BY TERRENCE P . O 'BRIEN ASST , COUNTY ATTORNEY AGREEMENTS WITH COUNCIL ON AGING TRANSIT GRANT FUNDS TRANSFER The Board reviewed a Memorandum of January 15 , 1996 : TO : James Chandler County Administrator FROM : Robert Me Keating , AICP KM{C Community Development Director DATE : January 15 , 1996 SUBJECT : REQUEST TO APPROVE AGREEME S BETWEEN INDIAN RIVER COUNTY AND THE INDIAN RIVER CO COUNCIL ON AGING FOR TRANSFER OF TRANSIT GRANTFUND It is requested that t , data herein presented be given formal consideration by the B rd of County Commissioners at their regular Meeting of January 2 , 1996 , DESCAIPT ON , CONDITIONS In orde o obtain federal funding . for public transit services in India River County , the 8pard of . ounty Commissioners decently 30 January 23 , 1996 MOTION WAS MADE by Commissioner Macht , SECONDED BY Commissioner Tippin , to adopt Resolution No . 96 - 15 authorizing the Chairman of the Board of County Commissioners to execute option agreements or purchase agreements relating to land acquisition where the cost of the option fee or deposit does not exceed $ 100 and where final acquisition ' is subject to approval . by the Board of County Commissioners , as recommended in the memorandum . In response to Commissioner Eggert , County Attorney Vitunac gave assurances that there were no negatives to this procedure and it would actually be better because without it an option would have to be signed by the full Board and that would look like a sale . Commissioner Macht commented that a signature on an option only freezes the price . Commissioner Eggert understood the effect of the resolution , but was concerned that it might be misunderstood because of the wording of the headline as compared to the wording in the body of the document . THE CHAIRMAN CALLED THE QUESTION and the motion carried unanimously . RESOLUTION NO . 96 - 15 A RESOLUTION OF THE INDIAN RIVER COUNTY , FLORIDA , AUTHORIZING THE CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS TO EXECUTE OPTION AGREEMENTS OR PURCHASE AGREEMENTS RELATING TO LAND ACQUISITION . WHEREAS , the electorate of Indian River County has voted in favor of the issuance of general obligation bonds for the purpose of financing the cost of acquiring , environmentally significant land in Indian River County ; and WHEREAS , said land acquisitions , and other similar land acquisitions , in many cases are preceded by a purchase agreement or by the securing of an option topurchase ; and WHEREAS , said acquisition agreements are binding on the seller when accepted and paid for by the County ; and WHEREAS , expeditious action is often necessary and this may be achieved by authorizing the Chairman to execute Option agreements or purchase agreements for nominal amounts , NOW , THEREFORE , BE IT RESOLVED By THE BOARD OF COUNTY QOMM.� SSIONERS OF INDIAN RIVER COUNTY , FLORIDA that : 29 January 23 , 1996 CHARLES E . GARRIS P . A . ATTORNEY AT LAW 81 9 BEACHLAND BOULEVARD VERO BEACH , FLORIDA 32963 ( 772 ) 231 - 1995 FAX: (772 ) 231 - 5187 December 16 , 2005 VIA HAND DELIVERY Bill Debraal , Esq . Assistant County Attorney Indian River County County Administration Building 1840 25th Street Vero Beach , Florida 32960 Re : Margaret G . Ryall s/t Indian River County Our File No : 7761 . 3 Dear Bill : Enclosed are two executed originals of each of the following instruments : 1 . Option Agreement For Sale and Purchase ; 2 . Addendum ; Beneficial Interest and Disclosure Affidavit ; 3 . Residential Lease . Since y /Charles E . Garris CEG/ec Enclosures cc : Charles J . Hardee A Project/ parcel : Ryall OPTION AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this 15th day of December 2005 , by and between MARGARET A. RYALL, PO Box 700651 , Wabasso , FL 32970, as " Seller" , and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1840 25 `h Street, Vero Beach, Florida 32960 (APurchaser@ or ALocal Government@ or ACounty@ ) . 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 Agreement does not include the purchase of personal property located on the Property; however any personal property remaining after delivery of possession shall become the property of the Purchaser as of that time . 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 90 days after approval of this Agreement by the Indian River County Board of County Commission (" 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 Property is ONE MILLION ONE HUNDRED FIFTY THOUSAND and no/ 100 Dollars ($ 1 , 150,000) 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 Price is based on acreage estimates utilized in the appraisals obtained by the County: including a total acreage of approximately 10 . 13 acres, with an approximately 1 ,495 square foot residence built in 1984 . The property is zoned residential . This Agreement is contingent upon approval of the survey 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. 3 .B . ADJUSTMENT OF TOTAL PURCHASE PRICE . If, prior to closing and after review of the survey, environmental assessment or title, Purchaser determines that the Total Purchase Price stated in paragraph 3 .A. exceeds the final County approved appraised value of the Property, Purchaser shall, in it' s sole discretion, have the right to terminate this Agreement by written notice to Seller and neither party shall have any further obligations under this Agreement. 12 / 10 / 04 Page 1 a p The Chairman , or in the, absence of the Chairman , the Vice - Chairman , is authorized to execute on behalf of the County Commission .option agreements or purchase agreements to purchase land where the cost of the option fee or deposit does not exceed $ 100 dollars , and where final acquisition -under such agreements is subject to approval by the Board of County Commissioners . The resolution was moved for adoption by Commissioner Macht and the motion was seconded by Commissioner T i p p i n , and , upon being put to a vote , the vote was as follows : Chairman ' Fran B . Adams Aye Vice - Chairman Carolyn K . Eggert aye Commissioner Richard N . Bird Ave Commissioner Kenneth R . Macht Aye Commissioner John W . Tippin Ale The Chairman thereupon declared the resolution duly passed and adopted this 23 day of January 1996 , BOARD OF COUNTY COMMISSIONERS INDIAN RIVER C!O�UNTTY , fFLORIDA A t • By � OZ K7 /^ 1- � Fran B . Adams Chairman Je Bort , Cler, , n u\rl ec�optiun . res (� l.• APPROVED A3 TO FORM ' { AND LEGAL SUFFICIENCY ] BY TERRENCE P . O 'BRIEN ASST , COUNTY ATTORNEY AGREEMENTS WITH COUNCIL ON AGING TRANSIT GRANT FUNDS TRANSFER The Board reviewed a Memorandum of January 15 , 1996 : TO : James Chandler County Administrator FROM : Robert Me Keating , AICP KM{C Community Development Director DATE : January 15 , 1996 SUBJECT : REQUEST TO APPROVE AGREEME S BETWEEN INDIAN RIVER COUNTY AND THE INDIAN RIVER CO COUNCIL ON AGING FOR TRANSFER OF TRANSIT GRANTFUND It is requested that t , data herein presented be given formal consideration by the B rd of County Commissioners at their regular Meeting of January 2 , 1996 , DESCAIPT ON , CONDITIONS In orde o obtain federal funding . for public transit services in India River County , the 8pard of . ounty Commissioners decently 30 January 23 , 1996 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 Environmental Law (as hereinafter defined in paragraph 4 .B . ) . The parties acknowledge that a portion of the Property has been utilized as a citrus grove, and that materials considered hazardous may have been properly used for the maintenance of the grove . Any issues which arise from such use will be addressed in Purchaser ' s review of the environmental site assessment under paragraph 4 .B . hereof. 4 .B . 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. Should Purchaser elect not to terminate this Agreement, Seller shall , at his sole cost and expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance 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"). However, should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 5 % of the Total Purchase Price as stated in paragraph 3 .A. , Seller may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. In the event that Hazardous Materials placed on the Property prior to closing are discovered after closing, Seller shall remain obligated hereunder, with such obligation to survive the closing and delivery and recording of the deed described in paragraph 8 of this Agreement and Purchaser's possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws and at Seller's sole cost and expense. 5 . SURVEY. Purchaser may, at its sole cost and expense and not less than 35 days prior to the Option Expiration Date, 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 FloridAffinity, Inc . , 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 12 / 10 / 04 Page 2 claims of easements, and (e) unrecorded mechanics' liens . Standard survey exceptions will only be deleted if a survey is obtained and certified to the issuer of the title insurance . 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 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 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. 1 l . 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 Local Government 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, and reflecting the applicable discount for early payment. In the event the Local Government acquires 12 / 10 / 04 Page 3 CHARLES E . GARRIS P . A . ATTORNEY AT LAW 81 9 BEACHLAND BOULEVARD VERO BEACH , FLORIDA 32963 ( 772 ) 231 - 1995 FAX: (772 ) 231 - 5187 December 16 , 2005 VIA HAND DELIVERY Bill Debraal , Esq . Assistant County Attorney Indian River County County Administration Building 1840 25th Street Vero Beach , Florida 32960 Re : Margaret G . Ryall s/t Indian River County Our File No : 7761 . 3 Dear Bill : Enclosed are two executed originals of each of the following instruments : 1 . Option Agreement For Sale and Purchase ; 2 . Addendum ; Beneficial Interest and Disclosure Affidavit ; 3 . Residential Lease . Since y /Charles E . Garris CEG/ec Enclosures cc : Charles J . Hardee 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, after consultation with Seller. The parties agree that a closing will be scheduled as early as reasonably possible after February 1 , 2006 . 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 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 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; provided that Seller may elect to lease the house located on the Property from Purchaser for one year after the date of closing; provided that Seller may elect to lease the house located on the Property from Purchaser for one year after the date of closing. Seller shall provide notice of her election to lease by providing written notice to Purchaser no later than 15 days prior to closing. If timely notice is not provided, Seller' s right to lease shall terminate automatically. Such lease shall be on the terms and conditions set forth in the Residential Lease attached to and made a part of this Agreement, which Residential Lease shall be executed 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: ATTORNEYS FEES . 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 may seek any remedy permitted by law or in equity resulting from Purchaser's default. In any suit arising out of this Agreement the prevailing party shall be entitled to attorneys fees and costs. 12 / 10 / 04 Page 4 18 . BROKERS . Seller and Purchaser warrant to each other 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 . 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. 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 Local Government's possession of the Property. THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER, IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE DECEMBER 30 , 2005 , THIS 12 / 10 / 04 Page 5 A Project/ parcel : Ryall OPTION AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this 15th day of December 2005 , by and between MARGARET A. RYALL, PO Box 700651 , Wabasso , FL 32970, as " Seller" , and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1840 25 `h Street, Vero Beach, Florida 32960 (APurchaser@ or ALocal Government@ or ACounty@ ) . 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 Agreement does not include the purchase of personal property located on the Property; however any personal property remaining after delivery of possession shall become the property of the Purchaser as of that time . 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 90 days after approval of this Agreement by the Indian River County Board of County Commission (" 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 Property is ONE MILLION ONE HUNDRED FIFTY THOUSAND and no/ 100 Dollars ($ 1 , 150,000) 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 Price is based on acreage estimates utilized in the appraisals obtained by the County: including a total acreage of approximately 10 . 13 acres, with an approximately 1 ,495 square foot residence built in 1984 . The property is zoned residential . This Agreement is contingent upon approval of the survey 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. 3 .B . ADJUSTMENT OF TOTAL PURCHASE PRICE . If, prior to closing and after review of the survey, environmental assessment or title, Purchaser determines that the Total Purchase Price stated in paragraph 3 .A. exceeds the final County approved appraised value of the Property, Purchaser shall, in it' s sole discretion, have the right to terminate this Agreement by written notice to Seller and neither party shall have any further obligations under this Agreement. 12 / 10 / 04 Page 1 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 MARGARET A. RYALL d 1 _. f Wessto 11December 15 , 2005 Wito Seller Date signed by Seller 151PURCHASER INDIA ER COUNTY Witness as to urchaser Name :_ Thomas S . Lowther Its: Chairman Witness as to Purchaser Attest: (Clerk or Deputy Clerk of Court) (OFFICIAL SEAL) Date signed by Purchaser Appro s to Form d ga i By: Conk ey Date : I 12 / 10 / 04 Page 6 ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) STATE OF Florida ) COUNTY OF Indian River Before me, the undersigned authority, personally appeared MARGARET A. RYALL„ this 15th day of December 2005 , who, first being duly sworn, deposes and says : 1 ) That MARGARET A . RYALL whose address is 7780 Wabasso Road, Wabasso, Florida, 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 Interest MARGARET A. RYALL (address as above) 100% 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 Past Amount 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 MARGARET A. RYALL Name and Address Type of Amount of of Parties Involved Date Transaction Transaction October 29 , 2005 Page 9 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 Environmental Law (as hereinafter defined in paragraph 4 .B . ) . The parties acknowledge that a portion of the Property has been utilized as a citrus grove, and that materials considered hazardous may have been properly used for the maintenance of the grove . Any issues which arise from such use will be addressed in Purchaser ' s review of the environmental site assessment under paragraph 4 .B . hereof. 4 .B . 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. Should Purchaser elect not to terminate this Agreement, Seller shall , at his sole cost and expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance 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"). However, should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 5 % of the Total Purchase Price as stated in paragraph 3 .A. , Seller may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. In the event that Hazardous Materials placed on the Property prior to closing are discovered after closing, Seller shall remain obligated hereunder, with such obligation to survive the closing and delivery and recording of the deed described in paragraph 8 of this Agreement and Purchaser's possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a manner consistent with all applicable Environmental Laws and at Seller's sole cost and expense. 5 . SURVEY. Purchaser may, at its sole cost and expense and not less than 35 days prior to the Option Expiration Date, 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 FloridAffinity, Inc . , 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 12 / 10 / 04 Page 2 claims of easements, and (e) unrecorded mechanics' liens . Standard survey exceptions will only be deleted if a survey is obtained and certified to the issuer of the title insurance . 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 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 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. 1 l . 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 Local Government 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, and reflecting the applicable discount for early payment. In the event the Local Government acquires 12 / 10 / 04 Page 3 This affidavit is given in compliance with the provisions of Sections 286 .23 and 380 . 08 (2), Florida Statutes . AND FURTHER AFFIANT SAYETH NOT. AFFIANT r—` SWORN TO and subscribed before me this c� day of r ' ( C-�' '� ti , 2005 , by MARGARET A . RYALL, who is personally known to me or who has produced a driver's license as identification and who did take an oath . Notary Pu 1 c Elizabeth Lekonirioc (Printed, Typed or Stan' _; 1 DD083934 EXPIRES 2006 Commission No . : '? " ONCED i4RU TROY FAIN INSuPANcE INC My Commission Expires : APPROVED AS TO ORM Ar#GALITY By: Deputy ou!nty ttorney Date: I [ K O5 October 29 , 2005 Page 10 STATE OF f � yY! COUN'T'Y OF The foregoing instrument was acknowledged before me this day of C"_ , , 2005 , by MARGARET A. RYALL , as Seller, who is personally known to me or who has produced a driver's license issued within the last five years as identification . (NOTARY PUBLIC) d C1 G V I,C(JI-ti SEAL 9tary Public '� Elizabeth iekanidEs MYCOMMISSION , DD083934 EXPIRES (Printed, Typed or Sta ` o, „ ` am „� THR ROY FAINW0SURANCQTNG Notary Public) Commission No . : My Commission Expires : 12 / 10 / 04 Page 7 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, after consultation with Seller. The parties agree that a closing will be scheduled as early as reasonably possible after February 1 , 2006 . 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 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 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; provided that Seller may elect to lease the house located on the Property from Purchaser for one year after the date of closing; provided that Seller may elect to lease the house located on the Property from Purchaser for one year after the date of closing. Seller shall provide notice of her election to lease by providing written notice to Purchaser no later than 15 days prior to closing. If timely notice is not provided, Seller' s right to lease shall terminate automatically. Such lease shall be on the terms and conditions set forth in the Residential Lease attached to and made a part of this Agreement, which Residential Lease shall be executed 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: ATTORNEYS FEES . 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 may seek any remedy permitted by law or in equity resulting from Purchaser's default. In any suit arising out of this Agreement the prevailing party shall be entitled to attorneys fees and costs. 12 / 10 / 04 Page 4 18 . BROKERS . Seller and Purchaser warrant to each other 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 . 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. 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 Local Government's possession of the Property. THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER, IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE DECEMBER 30 , 2005 , THIS 12 / 10 / 04 Page 5 EXHIBIT "A" Legal Description The real property, improved with a single family residence, located at 7780 Wabasso Road, Wabasso , Florida, more particularly described in the deed recorded in Official Records Book 536 , Page 639 , Public Records of Indian River County, Florida. IRC tax parcel # 38 -31 -25 - 00000-70000- 0004 . 0 . (The final legal description will be as reflected on the County-approved survey.) 12 / 10 / 04 Page 8 LEASE - RESIDENTIAL 1 , PARTIES . The parties to this lease are : 1 . 1 INDIAN RIVER COUNTY , a political subdivision of the State of Florida , with a mailing address of 1840 25 `h Street , Vero Beach , FL , 32960 , as LESSOR ; and 1 . 2 MARGARET A . RYALL , with a mailing address of PO Box 700651 , Wabasso , FL 32970 as LESSEE . 2 , PREMISES . 2 . 1 Lessor hereby leases to Lessee the following property ( the premises ) : The house and improvements ( single family residence ) located at 7780 Wabasso Road , Wabasso , Florida . The house is located on real property described in the deed recorded in Official Records Book 536 , Page 639 , Public Records of Indian River County , Florida . IRC tax parcel # 38 - 31 - 25 - 00000 - 70000 - 0004 . 0 . This lease includes house and improvements only ; it does not include other real property . 3 . TERM , 3 . 1 This lease begins on 2006 and ends one year later , unless sooner terminated ( the term ) . 3 . 2 Lessee agrees to notify Lessor , 30 days before vacating the premises , of Lessee ' s intent to vacate the premises any earlier than the date the end of the term . 3 . 4 If Lessee remains on the premises with Lessor ' s permission after the lease has terminated this Lease shall continue and shall be deemed to be month to month . 4 . RENT . Lessee agrees to pay Lessor and Lessor agrees to accept the following sums as rent : 4 . 1 Base Rent . 4 . 1 . 1 The sum of $ 10 . 00 as annual rent payable at the beginning of the term . 4 . 1 . 2 Lessor acknowledges receipt of $ 10 . 00 as the base rent due . 4 . 2 Additional Rent . The following will be considered additional rent : 4 . 2 . 1 All other costs or charges to be borne by Lessee under this lease whether or not advanced by Lessor , including but not limited to insurance , and the cost of repairs and maintenance . 4 . 3 All rent must be paid in United States currency without demand , setoff , or deduction to Lessor at the address provided in section 1 . October 29 , 2005 Page 11 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 MARGARET A. RYALL d 1 _. f Wessto 11December 15 , 2005 Wito Seller Date signed by Seller 151PURCHASER INDIA ER COUNTY Witness as to urchaser Name :_ Thomas S . Lowther Its: Chairman Witness as to Purchaser Attest: (Clerk or Deputy Clerk of Court) (OFFICIAL SEAL) Date signed by Purchaser Appro s to Form d ga i By: Conk ey Date : I 12 / 10 / 04 Page 6 ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) STATE OF Florida ) COUNTY OF Indian River Before me, the undersigned authority, personally appeared MARGARET A. RYALL„ this 15th day of December 2005 , who, first being duly sworn, deposes and says : 1 ) That MARGARET A . RYALL whose address is 7780 Wabasso Road, Wabasso, Florida, 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 Interest MARGARET A. RYALL (address as above) 100% 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 Past Amount 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 MARGARET A. RYALL Name and Address Type of Amount of of Parties Involved Date Transaction Transaction October 29 , 2005 Page 9 5 . USE OF THE PREMISES . 5 . 1 The premises will be used and occupied by Lessee and Lessee ' s family as their private residence and for no other purpose . 5 . 2 Lessee will not store vehicles , boats , machinery , or building materials ; engage in breeding or raising of animals or birds ; or conduct any commercial enterprise on the premises . 6 . ALTERATIONS . 6 . 1 Lessee will make no changes , alterations , or additions in or about the premises without first obtaining Lessor ' s written consent . 7 . ASSIGNMENT . 7 . 1 Lessee may not assign this lease or sublet the premises , and attempted assignment or subletting shall be void . 8 . COMPLIANCE WITH REGULATIONS . 8 . 1 Lessee must abide by and comply with all governmental laws , ordinances , rules , and orders that apply to tenants of dwelling units . 9 . CONDITION OF THE PREMISES . 9 . 1 Lessee has examined the premises on the date of this lease and finds them in clean and orderly condition and good repair and finds all appliances in good working order . 10 . REPAIRS AND MAINTENANCE . 10 . 1 Lessee will keep and maintain the premises , fixtures , appliances and appurtenances in good sanitary condition during the term of this lease . 10 . 2 Lessee will use the premises with due care and will pay for any repairs that are necessitated by any lack of care by Lessee or Lessee ' s family , guests , or invitees . 10 . 3 Lessee will make all necessary repairs to the premises and will bear the cost of same . 11 . RIGHT OF ENTRY . 11 . 1 Lessor or Lessor ' s agents or employees will have the right to enter the premises at reasonable hours and times to confirm compliance by Lessee with the provisions of this lease that Lessee is required to perform , to inspect the premises , or to make repairs . 11 . 2 Lessor will provide Lessee with reasonable notice before entering the premises . 12 . SECURITY DEPOSIT . 12 . 1 No security deposit is required or paid under this Lease . 13 , SUBORDINATION . October 29 , 2005 Page 12 13 . 1 This lease is expressly subject to and subordinate to all mortgages and security agreements that may now be or hereafter become a lien on the premises , and to any renewals , modifications , replacements , or extensions thereof , and Lessee agrees that this subordination is and will remain self - operating without execution by Lessee of any document other than this lease . If any further document is requested by any Lessor to evidence the purpose of this provision , Lessee will comply promptly provide such document . 14 . UTILITIES . 14 . 1 Lessee must pay all charges for utility services as they come due . 14 . 2 No interruption of utility services will relieve Lessee from any obligations under this lease . 15 . WASTE . 15 . 1 Lessee will not commit or permit any waste of the premises , and on termination of this lease Lessee must immediately surrender the premises in good order and condition and return all keys to Lessor . 16 , DEFAULT . Time is of the essence in the performance of this lease , and Lessee will be considered in default if : 16 . 1 Lessee fails to pay rent when due ; or 16 . 2 Lessee fails to perform or observe any of Lessee ' s agreements or conditions under this lease to be performed or observed by Lessee , other than the payment of rent , for 30 days after demand for performance by Lessor . 17 , ABANDONMENT OR SURRENDER . BY SIGNING THIS RENTAL AGREEMENT , LESSEE AGREES THAT , ON SURRENDER OR ABANDONMENT AS DEFINED BY FLORIDA STATUTES , LESSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF LESSEE ' S PERSONAL PROPERTY , 18 , REMEDIES . If Lessee defaults , Lessor may exercise any of the following remedies in addition to all other remedies provided by law : 18 . 1 Perform any act or do anything required under this lease to be performed by Lessee . 18 . 2 Accelerate the maturity of all rent due and to become due during the remainder of the term . 19 . GENERAL PROVISIONS . 19 . 1 The parties agree to waive trial by jury in any action between them arising out of or in any way connected with this lease or Lessee ' s use or occupancy of the premises . 19 . 2 This lease contains the entire agreement between the parties , and any agreement to amend or modify this lease will be ineffective unless it is in writing and signed by both parties . 19 . 3 Lessee ' s obligation to observe or perform the covenants will survive the October 29 , 2005 Page 13 This affidavit is given in compliance with the provisions of Sections 286 .23 and 380 . 08 (2), Florida Statutes . AND FURTHER AFFIANT SAYETH NOT. AFFIANT r—` SWORN TO and subscribed before me this c� day of r ' ( C-�' '� ti , 2005 , by MARGARET A . RYALL, who is personally known to me or who has produced a driver's license as identification and who did take an oath . Notary Pu 1 c Elizabeth Lekonirioc (Printed, Typed or Stan' _; 1 DD083934 EXPIRES 2006 Commission No . : '? " ONCED i4RU TROY FAIN INSuPANcE INC My Commission Expires : APPROVED AS TO ORM Ar#GALITY By: Deputy ou!nty ttorney Date: I [ K O5 October 29 , 2005 Page 10 STATE OF f � yY! COUN'T'Y OF The foregoing instrument was acknowledged before me this day of C"_ , , 2005 , by MARGARET A. RYALL , as Seller, who is personally known to me or who has produced a driver's license issued within the last five years as identification . (NOTARY PUBLIC) d C1 G V I,C(JI-ti SEAL 9tary Public '� Elizabeth iekanidEs MYCOMMISSION , DD083934 EXPIRES (Printed, Typed or Sta ` o, „ ` am „� THR ROY FAINW0SURANCQTNG Notary Public) Commission No . : My Commission Expires : 12 / 10 / 04 Page 7 termination of this lease . 19 . 4 Lessor provides the following disclosures in accordance with federal and state statutes : Lead - Based Paint Disclosure : Housing built before 1978 may contain lead - based paint . Lead from paint , paint chips , and dust can pose health hazards if not managed properly . Lead exposure is especially harmful to young children and pregnant women . Before renting pre - 1978 housing , lessors must disclose the presence of lead - based paint and/ or lead - based paint hazards in the dwelling . Lessees must also receive a federally approved pamphlet on lead poisoning prevention . Radon Gas Disclosure : Radon is a naturally occurring radioactive gas that , when it has accumulated in a building in sufficient quantities , may present health risks to persons who are exposed to it over time . Levels of radon that exceed federal and state guidelines have been found in buildings in Florida . Additional information regarding radon and radon testing may be obtained from your county public health unit . Executed by the parties on 2006 . Signed , sealed , and delivered in our presence as WITNESSES LESSOR : INDI RIVER COUNTY By : 1 �\ 'o �. ' �� Ate / Print name : Official capacity : LESSEE : MARKET A . RYALL _. .. . . . _.._ . . ..._ . October 29 , 2005 APPROVED AS TO FORM Page 14 AND L AL S FI E BY a ILLIAM . DEBRAAL ASSISTANT COUNTY ATTORNEY EXHIBIT "A" Legal Description The real property, improved with a single family residence, located at 7780 Wabasso Road, Wabasso , Florida, more particularly described in the deed recorded in Official Records Book 536 , Page 639 , Public Records of Indian River County, Florida. IRC tax parcel # 38 -31 -25 - 00000-70000- 0004 . 0 . (The final legal description will be as reflected on the County-approved survey.) 12 / 10 / 04 Page 8 LEASE - RESIDENTIAL 1 , PARTIES . The parties to this lease are : 1 . 1 INDIAN RIVER COUNTY , a political subdivision of the State of Florida , with a mailing address of 1840 25 `h Street , Vero Beach , FL , 32960 , as LESSOR ; and 1 . 2 MARGARET A . RYALL , with a mailing address of PO Box 700651 , Wabasso , FL 32970 as LESSEE . 2 , PREMISES . 2 . 1 Lessor hereby leases to Lessee the following property ( the premises ) : The house and improvements ( single family residence ) located at 7780 Wabasso Road , Wabasso , Florida . The house is located on real property described in the deed recorded in Official Records Book 536 , Page 639 , Public Records of Indian River County , Florida . IRC tax parcel # 38 - 31 - 25 - 00000 - 70000 - 0004 . 0 . This lease includes house and improvements only ; it does not include other real property . 3 . TERM , 3 . 1 This lease begins on 2006 and ends one year later , unless sooner terminated ( the term ) . 3 . 2 Lessee agrees to notify Lessor , 30 days before vacating the premises , of Lessee ' s intent to vacate the premises any earlier than the date the end of the term . 3 . 4 If Lessee remains on the premises with Lessor ' s permission after the lease has terminated this Lease shall continue and shall be deemed to be month to month . 4 . RENT . Lessee agrees to pay Lessor and Lessor agrees to accept the following sums as rent : 4 . 1 Base Rent . 4 . 1 . 1 The sum of $ 10 . 00 as annual rent payable at the beginning of the term . 4 . 1 . 2 Lessor acknowledges receipt of $ 10 . 00 as the base rent due . 4 . 2 Additional Rent . The following will be considered additional rent : 4 . 2 . 1 All other costs or charges to be borne by Lessee under this lease whether or not advanced by Lessor , including but not limited to insurance , and the cost of repairs and maintenance . 4 . 3 All rent must be paid in United States currency without demand , setoff , or deduction to Lessor at the address provided in section 1 . October 29 , 2005 Page 11 5 . USE OF THE PREMISES . 5 . 1 The premises will be used and occupied by Lessee and Lessee ' s family as their private residence and for no other purpose . 5 . 2 Lessee will not store vehicles , boats , machinery , or building materials ; engage in breeding or raising of animals or birds ; or conduct any commercial enterprise on the premises . 6 . ALTERATIONS . 6 . 1 Lessee will make no changes , alterations , or additions in or about the premises without first obtaining Lessor ' s written consent . 7 . ASSIGNMENT . 7 . 1 Lessee may not assign this lease or sublet the premises , and attempted assignment or subletting shall be void . 8 . COMPLIANCE WITH REGULATIONS . 8 . 1 Lessee must abide by and comply with all governmental laws , ordinances , rules , and orders that apply to tenants of dwelling units . 9 . CONDITION OF THE PREMISES . 9 . 1 Lessee has examined the premises on the date of this lease and finds them in clean and orderly condition and good repair and finds all appliances in good working order . 10 . REPAIRS AND MAINTENANCE . 10 . 1 Lessee will keep and maintain the premises , fixtures , appliances and appurtenances in good sanitary condition during the term of this lease . 10 . 2 Lessee will use the premises with due care and will pay for any repairs that are necessitated by any lack of care by Lessee or Lessee ' s family , guests , or invitees . 10 . 3 Lessee will make all necessary repairs to the premises and will bear the cost of same . 11 . RIGHT OF ENTRY . 11 . 1 Lessor or Lessor ' s agents or employees will have the right to enter the premises at reasonable hours and times to confirm compliance by Lessee with the provisions of this lease that Lessee is required to perform , to inspect the premises , or to make repairs . 11 . 2 Lessor will provide Lessee with reasonable notice before entering the premises . 12 . SECURITY DEPOSIT . 12 . 1 No security deposit is required or paid under this Lease . 13 , SUBORDINATION . October 29 , 2005 Page 12 13 . 1 This lease is expressly subject to and subordinate to all mortgages and security agreements that may now be or hereafter become a lien on the premises , and to any renewals , modifications , replacements , or extensions thereof , and Lessee agrees that this subordination is and will remain self - operating without execution by Lessee of any document other than this lease . If any further document is requested by any Lessor to evidence the purpose of this provision , Lessee will comply promptly provide such document . 14 . UTILITIES . 14 . 1 Lessee must pay all charges for utility services as they come due . 14 . 2 No interruption of utility services will relieve Lessee from any obligations under this lease . 15 . WASTE . 15 . 1 Lessee will not commit or permit any waste of the premises , and on termination of this lease Lessee must immediately surrender the premises in good order and condition and return all keys to Lessor . 16 , DEFAULT . Time is of the essence in the performance of this lease , and Lessee will be considered in default if : 16 . 1 Lessee fails to pay rent when due ; or 16 . 2 Lessee fails to perform or observe any of Lessee ' s agreements or conditions under this lease to be performed or observed by Lessee , other than the payment of rent , for 30 days after demand for performance by Lessor . 17 , ABANDONMENT OR SURRENDER . BY SIGNING THIS RENTAL AGREEMENT , LESSEE AGREES THAT , ON SURRENDER OR ABANDONMENT AS DEFINED BY FLORIDA STATUTES , LESSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF LESSEE ' S PERSONAL PROPERTY , 18 , REMEDIES . If Lessee defaults , Lessor may exercise any of the following remedies in addition to all other remedies provided by law : 18 . 1 Perform any act or do anything required under this lease to be performed by Lessee . 18 . 2 Accelerate the maturity of all rent due and to become due during the remainder of the term . 19 . GENERAL PROVISIONS . 19 . 1 The parties agree to waive trial by jury in any action between them arising out of or in any way connected with this lease or Lessee ' s use or occupancy of the premises . 19 . 2 This lease contains the entire agreement between the parties , and any agreement to amend or modify this lease will be ineffective unless it is in writing and signed by both parties . 19 . 3 Lessee ' s obligation to observe or perform the covenants will survive the October 29 , 2005 Page 13 termination of this lease . 19 . 4 Lessor provides the following disclosures in accordance with federal and state statutes : Lead - Based Paint Disclosure : Housing built before 1978 may contain lead - based paint . Lead from paint , paint chips , and dust can pose health hazards if not managed properly . Lead exposure is especially harmful to young children and pregnant women . Before renting pre - 1978 housing , lessors must disclose the presence of lead - based paint and/ or lead - based paint hazards in the dwelling . Lessees must also receive a federally approved pamphlet on lead poisoning prevention . Radon Gas Disclosure : Radon is a naturally occurring radioactive gas that , when it has accumulated in a building in sufficient quantities , may present health risks to persons who are exposed to it over time . Levels of radon that exceed federal and state guidelines have been found in buildings in Florida . Additional information regarding radon and radon testing may be obtained from your county public health unit . Executed by the parties on 2006 . Signed , sealed , and delivered in our presence as WITNESSES LESSOR : INDI RIVER COUNTY By : 1 �\ 'o �. ' �� Ate / Print name : Official capacity : LESSEE : MARKET A . RYALL _. .. . . . _.._ . . ..._ . October 29 , 2005 APPROVED AS TO FORM Page 14 AND L AL S FI E BY a ILLIAM . DEBRAAL ASSISTANT COUNTY ATTORNEY