HomeMy WebLinkAbout2006-413 17 tz c-
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ( " Escrow Agreement ") is entered into as of the
day of T_P w N 20LL, by and between Shadowbrook Estates, Inc. , a Florida corporation,
("Seller") , and Indian River County, a political subdivision of the State of Florida ("Buyer ').
RECITALS :
A. Buyer and Seller entered into a purchase and sale agreement pertaining to real estate
located in Indian River County , Florida.
B. The Purchase Agreement provides that at closing the sum of Four Hundred Fifty
Thousand and No/ 100 ($450,000 .00) shall be retained from the proceeds by Collins, Brown,
Caldwell, Barkett & Garavaglia, Chartered (the "Escrow Agent'), which funds shall be held in
accordance with the terms of this Escrow Agreement. Said sum and any interest accruing
thereon, are referred to collectively as the "Escrow Funds. "
C . The purpose of the Escrow is to secure environmental clean-up of soil and groundwater
impacts identified by the "Expanded Phase II Environmental Site Assessment" prepared by
Kimley-Horn and Associates, Inc . ("KHA"), to the extent described herein.
Now, therefore, for and in consideration of the mutual covenants herein contained and
other good and valuable consideration each paid to the other, the receipt and sufficiency of which
are hereby acknowledged , the parties hereto agree as follows :
1 . Recitations . Definitions and Conflicts. Buyer and Seller each confirm that the recitals set
forth above are true and correct . Capitalized terms not defined herein shall have the meanings
ascribed thereto in the Purchase Agreement.
To the extent that any conflict exists between the terms and provisions of the Purchase
Agreement and this Escrow Agreement, the terms and provisions of this Escrow Agreement shall
govern and prevail . Buyer and Seller acknowledge that Escrow Agent is not a party to the
Purchase Agreement. Buyer and Seller agree that the sole duties, responsibilities and liabilities
of the Escrow Agent in connection with the Escrow Funds and the subject transaction are limited
to those expressly set forth in this Escrow Agreement, and not those contained in the Purchase
Agreement.
2. General Terms of Escrow. Escrow Agent agrees to act as escrow agent in accordance
with the provisions of this Escrow Agreement. The Escrow Funds shall be retained by Escrow
Agent at closing. Escrow Agent is hereby directed to deposit the Escrow Funds, upon receipt
thereof, into its Trust Account, at Wachovia Bank, N.A., which funds shall not bear interest for
the benefit of either party .
3 . Financial Institutions - Escrow Account. Escrow Agent shall not be responsible or liable
for: (a) any failure on the part of the financial institution at which the account is maintained; (b)
the unavailability of Federal Deposit Insurance Corporation ("FDIC') insurance on all or any
portion of the Escrow Funds; (c) any inability or failure of said financial institution to deliver the
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Escrow Funds or any portion thereof when required by this Escrow Agreement; or (d) any
matters beyond the direct and exclusive control of Escrow Agent.
By execution of this Escrow Agreement, the parties acknowledge that they are aware that
the FDIC coverage applies only to a cumulative maximum amount of $ 100,000 for each
individual depositor for all of depositor' s accounts at the same, or related, institution. Buyer and
Seller understand and agree that Escrow Agent assumes no responsibility for, nor will be held
liable for, any loss arising from the fact that the amount of the above account may cause the
aggregate amount of any individual depositors to exceed $ 100,000 and that any excess amount is
not insured by FDIC. Said parties further understand that FDIC insurance is not available on
certain types of bank instruments, including, but not limited to, repurchase agreements, letters of
credit, and other instruments.
4. Disbursement of Escrow Funds . Escrow Agent shall hold the Escrow Funds until such
time as they can be disbursed for payment as follows:
(a) On behalf of Buyer, KHA conducted a Phase I Environmental Site Assessment,
and also an Expanded Phase II Environmental Site Assessment, dated October 9, 2006
("KHA Phase II") . The KHA Phase II identified limited soil and groundwater impacts
requiring remediation as described in the KHA Phase II. The KHA Phase 11 also
provided a cost estimate for such remediation.
(b) The parties acknowledge there may be various alternative assessment and
remediation approaches, any of which may be approved by the Florida Department of
Environmental Protection ("FDEP") . Seller shall have the option of determining which
alternative assessment and remediation approach to utilize , provided that the assessment
and remediation approach selected shall be approved by FDEP, and by Buyer, provided
Buyer' s approval shall not be unreasonably withheld. Seller shall notify Buyer of its
choice of approach and Seller shall provide Buyer a copy of the scope of work prior to
commencement of work; however, failure to do so shall not constitute a material breach
of this Agreement. The parties acknowledge that this may include a No Further Action
("NFA") proposal approved by FDEP limited to specific contaminants at specific
locations. The parties further acknowledge that an NFA "with conditions", such as
engineering controls or deed restrictions may be a satisfactory remedial objective
provided it has FDEP approval . The parties further acknowledge that an NFA may not be
accepted by FDEP and that additional remediation may be required, in which event such
additional remediation shall be performed in accordance with this Escrow Agreement up
to the amount of the escrowed funds.
(c) Notwithstanding which alternative for remediation and site assessment is selected,
Seller' s obligation shall be limited to the Escrow Funds. Seller shall have the option to
select the contractor to perform the FDEP approved site assessment and remediation
described in the KHA Phase II. The Seller ' s selection of contractor shall be subject to
approval by the Buyer, which approval shall not be unreasonably withheld . Seller shall
not be responsible for site assessment or remediation not described in the KHA Phase II
or any new or other site contaminants not described in the KHA Phase Il .
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IMMERSION
(d) If Seller elects to engage all contractors and suppliers for the site assessment and
remediation work up to the amount of the Escrow Funds, Seller shall draw upon the
Escrow Funds for such purpose . If Seller elects to designate Buyer to engage contractors
and suppliers to conduct the site assessment and remediation, Buyer shall draw upon the
Escrow Funds for such purpose.
(e) Attached hereto as Exhibit "A" are County' s requirements for safeguards to
protect the County from work on County land as described herein . All contractors
performing work on the land, whether engaged by the Seller or the Buyer, shall comply
with these requirements, which include sufficient insurance coverage ; payment
performance bonds ; and appropriate indemnification . Proof of such compliance shall be
provided Buyer prior to the commencement of any remediation work on the subject
property .
(f) Upon completion of the site assessment and remediation described herein, after
approval by FDEP as evidenced by a NFA or similar approval , any funds remaining in
the Escrow Funds shall be returned to Seller.
(g) Notwithstanding anything else contained herein, the Term of this Escrow shall be
two (2) years from the date of closing. Any funds remaining in the Escrow after that time
shall be delivered to Seller. Seller shall be responsible for any post-remediation
monitoring required by FDEP for up to two (2) years from the date of closing. Seller
shall not be responsible for required post-remediation monitoring after two (2) years from
the date of closing.
5 . Request for Release of Escrow Funds. Any time Escrow Agent receives notice from
either Buyer or Seller requesting or demanding the Escrow Fund or any part thereof, or a draw
therefrom, Escrow Agent shall promptly deliver a copy of said request or demand to the other
party . Escrow Agent shall not, however, disburse the Escrow Funds in whole or in part as
requested or demanded until and unless such time as the Escrow Agent has received written
mutual authorization , direction and instruction signed by Buyer and Seller (a) authorizing the
disbursement of the Escrow Funds , (b) setting forth full instructions to whom and the manner in
which the Escrow Funds are to be disbursed, and (c) expressly providing that Escrow Agent' s
disbursement and delivery of the Escrow Funds pursuant to such written mutual authorization,
direction and instruction shall constitute the full , complete and proper performance by the
Escrow Agent of all of its duties and responsibilities created hereunder, under the Purchase
Agreement, or otherwise in connection with the disbursed funds, and , further, that by execution
of said written mutual authorization, direction and instruction, Buyer and Seller are automatically
releasing Escrow Agent from any and all liability created hereunder, under the Purchase
Agreement or otherwise in connection with such Escrow, without the necessity of Buyer and
Seller or either, executing any further documentation, subject only to the Escrow Agent
disbursing the Escrow Funds in accordance with said written authorization and instructions . If
Buyer and Seller are unable to mutually agree to the disposition of the Escrow Funds, then the
disposition of the Escrow Funds shall be governed by the terms and provisions hereinafter set
forth.
6 . Resolution of Disputes . In the event of any dispute between Buyer and Seller regarding
the Escrow Funds or any other funds held by Escrow Agent, or in the event Escrow Agent shall
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receive conflicting demands or instructions with respect thereto, Escrow Agent may withhold
disbursement or delivery of the same to either party until Escrow Agent receives either:
(a) Written mutual authorization as described in paragraph 5 above ; or
(b) A non-appealable order from a court of competent jurisdiction that is binding
upon Escrow Agent thereby ordering the delivery and disbursement of the Escrow Funds
and other escrowed funds, if any.
In the event any such dispute results in a substantial delay in the performance of the remediation
described herein, the time for completion of such remediation efforts shall be extended by the
same length of time as the delay caused by the dispute.
7 .A. Interpleader. In the event of any dispute or conflicting demands or instructions, or
disagreement regarding the interpretation of this Escrow Agreement, or regarding the rights and
obligations or the propriety of any action contemplated by Escrow Agent hereunder, Escrow
Agent may, at its sole discretion, file an action in interpleader in the Circuit Court in and for
Indian River County, Florida, or in such other court in said county and state having competent
jurisdiction over the matter for a determination as to the proper disposition of the Escrow Funds
and other escrowed funds , if any , and, further, to petition to deposit the Escrow Funds and other
escrowed funds, if any, into the registry of such court. If Escrow Agent files an action in
interpleader, as aforesaid , or is joined as a party to any judicial or quasi-judicial proceeding as
the result of it serving as Escrow Agent hereunder, Buyer and Seller, jointly and severally, agree
to indemnify and hold Escrow Agent harmless from any and all liability, costs, expenses, and
attorneys fees, at trial and appellate level , that Escrow Agent incurs in prosecuting or defending
any such proceedings . Buyer' s indemnification hereunder shall be limited to the extent
permitted under applicable Florida law .
7 .B. Buyer acknowledges that Escrow Agent is Seller' s attorney and that Escrow Agent may
continue to represent Seller throughout the term of the Escrow, including through any litigation
or appeals.
8 . Release of Liability . Escrow Agent shall not be liable for any mistakes of fact or errors
in judgment, or any acts or omissions of any kind, unless caused by its willful misconduct or
gross negligence . Buyer and Seller jointly and severally agree to release and indemnify and hold
Escrow Agent harmless from any and all claims, demands, causes of action, liability, damages,
judgments, including the reasonable costs of defending any action against it, together with any
reasonable attorneys ' fees incurred therewith, in connection with Escrow Agent ' s undertaking
pursuant to this Escrow Agreement, unless such act or omission is a result solely of the willful
misconduct or gross negligence of Escrow Agent, including but not limited to any action in
interpleader brought by the Escrow Agent. Buyer ' s indemnification hereunder shall be limited to
the extent permitted under applicable Florida law .
9 . Reliance on Documents . Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine, may assume the validity
and accuracy of any statements or assertions contained in such writing or instrument, and may
assume that persons purporting to give any writing, notice or instruction in connection with the
provisions hereof has been duly authorized to do so . Escrow Agent shall not be liable in any
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manner for the sufficiency or correctness as to form, manner of execution, or validity of any
written statements or instructions delivered to it. Escrow Agent shall not be liable in any manner
for confirming the identity, authority, or rights of any party hereunder. Escrow Agent undertakes
to perform only such duties as are expressly set forth herein, and there are no implied duties or
obligations of Escrow Agent.
10. Discharge of Escrow Agent. Disbursement and payment of the Escrow Funds and other
funds, if any, held in escrow by the Escrow Agent hereunder, in accordance with the terms,
conditions, and provision of this Escrow Agreement, including any delivery or disbursement
pursuant to an interpleader action or other judicial action, shall fully and completely discharge
and exonerate the Escrow Agent from any and all past, present and future liability or obligations
of any nature or character at law or equity to the Buyer and Seller and under this Escrow
Agreement, the Purchase Agreement or otherwise in connection with this escrow.
11 . Notices . All notices and demands made hereunder shall be in writing and given to the
person (s) to whom the notice is directed, either by : (a) actual delivery at the address(es) stated
below, including a national overnight delivery service, which shall be deemed effective at the
time of actual delivery ; (b) U .S . Postal Service addressed as stated below, posted and deposited
with the U.S . Postal Service, which shall be deemed effective three (3 ) business days after being
so deposited , provided the sender has a Certificate of Mailing evidencing the date of mailing; or
(c) facsimile transmission to the facsimile transmission number stated below, which notice shall
be deemed effective upon completion of the facsimile transmission provided the sender has
written proof of time, date and successful completion of such electrical transmission. An
notices, demands, or other communications hereunder shall be addressed as follows :
If to Seller: With a copy to:
Shadowbrook Estates, Inc. Collins, Brown, Caldwell, Barkett
39 Treasure Circle & Garavaglia, Chartered
Sebastian, Florida 32958 756 Beachland Boulevard
Attention: Pierre Paquette Vero Beach, Florida 32963
Facsimile : (772) 562- 9688 Attention : Bruce D . Barkett, Esq .
E-Mail : pierre214@aol .com Facsimfle : (772) 234-5213
E-Mail : bbarkett@verolaw.com
If to Buyer: With a copy to :
Indian River County
1840 25 `h Street
Vero Beach, Florida 32960
Attention : Roland DeBlois Attention : Marian E . Fell
Facsimile : 7 7 2 - 7 7 0 - 509 5 Facsimile: 772 - 770 - 5095
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If to Escrow Agent:
Collins, Brown, Caldwell , Barkett
& Garavaglia, Chartered
756 Beachland Boulevard
Vero Beach, Florida 32963
Attention: Bruce D . Barkett, Esq .
Facsimile : (772) 234-5213
E-Mail : bbarkett@verolaw.com
Where two recipients of a party to this Escrow Agreement are shown above, any notice, demand ,
or other communication hereunder shall be effective when first given to either recipient,
provided that both recipients are given such notice , demand, or other communication .
13 . Compensation and Reimbursement of Expenses . Seller agrees to pay Escrow Agent the
sum of One Hundred and No/100 Dollars ($ 100 .00) as compensation for the escrow services
Escrow Agent provides hereunder and, further, to reimburse Escrow Agent upon request for all
expenses including attorneys ' fees incurred by it in performing its duties as Escrow Agent
hereunder.
14. Further Limitations of Liability . Escrow Agent shall not be liable for any loss or damage
resulting from any of the following:
(a) Any defect or conditions of title to the real estate (the "Property") that is the
subject of the transaction between the Buyer and Seller, any failure or delay in the
surrender of possession of the Property, the rights or obligations of any party in
possession of the Property , the financial status or insolvency of any other party, or any
misrepresentation of fact made by any other party (provided, however, nothing herein
contained shall have any affect on the liability, if any, of COMMONWEALTH LAND
TITLE INSURANCE COMPANY/LAWYERS TITLE INSURANCE CORPORATION
under the terms and provisions of any title insurance policy it issues in connection with
the underlying transaction) ;
(b) The default, error, act or failure to act by any other party ;
(c) Escrow Agent' s compliance with any legal process including, but not limited to,
subpoena, writ, order, judgment and decree of any court whether issued with or without
jurisdiction and whether or not subsequently vacated, modified, set aside or reversed .
No title insurance liability is created by this Escrow Agreement.
15 . Miscellaneous. This Escrow Agreement may be executed in counterparts, and the
counterparts together shall constitute the single agreement of the parties . Facsimile transmission
of a counterpart signed by a party shall be sufficient to establish signature by that party .
References to a specific time of day (e .g. , 5 :00 P .M .) shall be determined by reference to the time
zone for the office of Escrow Agent referenced in Paragraph 12 (Notices) above . This Escrow
Agreement shall be : (a) governed in accordance with the laws of the State of Florida ; (b)
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amended only by a written instrument signed by Buyer, Seller, and Escrow Agent; and (c)
binding upon and enforceable by the parties and their respective successors and assigns . Any
legal proceeding relating hereto shall be maintained only in Indian River County, Florida.
The parties have caused this Escrow Agreement to be executed effective the date first
stated above .
SELLER: BUYER:
SHADOWBROOK ESTATES , INC. , INDIAN RIVER COUNTY,
a Florida corporation a political subdivision of the
State of Florida
By. f . � By :
Printed Name : p4ERA Printed Name :
Title : P Qcs i ok jar Title :
ESCROW AGENT:
COLLINS , BROWN, CALDWELL, BARKETT
& GARAVAGLIA, CHARTERED
By :
Printed Name :
Title :
7
amended only by a written instrument signed by Buyer, Seller, and Escrow Agent; and (c)
binding upon and enforceable by the parties and their respective successors and assigns . Any
legal proceeding relating hereto shall be maintained only in Indian River County, Florida .
The parties have caused this Escrow Agreement to be executed effective the date first
stated above.
SELLER: BUYER:
SHADOWBROOK ESTATES, INC., INDIAN RIVER COUNTY,
a Florida corporation a political subdivision of the
State of Florida
fNJ�
Printed Name : Prin ame : 1/14c / ce . 1
Title : P6SA t D * 'r Title: Assam ga( N , NiSfir /zr
APPROVED AS TO FORM
AND LEG & Ur Fitil
ESCROW AGENT: BY
M RIAN E . FELL
COLLINS , BROWN, CALDWELL, BARKETT A -. SSTANT COUNTY ATTORNEY
& GARAVAGLIA, CHARTERED
By :
Printed Name :
Title :
7
amended only by a written instrument signed by Euyer, Seller, and Escrow Agent; and (c)
binding upon and enforceable by the parties and theirrespective successors and assigns . Any
legal proceeding relating hereto shall be maintained of ly in Indian River County, Florida_
The parties have caused this Escrow Agreemer t to be executed effective the date first
stated above.
SELLER: B °DYER:
SHADOWBROOK ESTATES , INC, ]I PIAN RIVER COUNTY,
a Florida corporation a )olitical subdivision of the
State of Florida
, : may. e2
/rte = ��--'; /�
By:. A;w! B r ' -
Printed Name: I P41 -b P- ' Name: --lLe { Z {tt)
Title : tie: A} , s i: C; ,"" + ,q 4Jh.t , .,Ip >I-rFcfereii
APPRU ',/ .E AS TO FORM
ESCROW AGENT: e� —
. . L. L
AS3iS;iafJ7
COLLINS , BROWN, CALDWELL, BARKETT COUNTY ATTORNEY
& GJRAVAGLIA, (CHARTERED
By: . j'AAQ '
Printed Name: (��rj �-&
Title: 4V�p ,—
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EXHIBIT "A"
1 ) Contractor agrees to indemnify and hold harmless Buyer, together with its agents ,
employees , elected officers and representatives , from liabilities , damages , losses , and
costs , including but not limited to , reasonable attorney' s fees , to the extent caused by the
negligence , recklessness or intentional misconduct of the Contractor and persons
employed or utilized by the Contractor in the performance of the remediation work under
the contract between Seller and Contractor. This indemnification and hold harmless
provision shall survive the termination or expiration of the agreement between Seller and
Contractor.
2) Evidence of Insurance: The Contractor shall not commence work on the Property until it has
obtained all required insurance and such insurance has been approved by the Buyer, nor
shall the Contractor allow any subcontractor to commence work on his subcontract until all
similar insurance required of the subcontractor has been so obtained and approved . All
such insurance shall remain in effect until final payment and at all times thereafter when
Contractor may be correcting defective remediation in accordance with the contract
between Seller and Contractor.
3) The limits of liability for the insurance required by Buyer shall provide coverage for
not less than the following amounts :
a) Worker's Compensation : To meet statutory limits in compliance with the
Worker's Compensation Law of Florida . This policy must include Employer
Liability with a limit $ 100 , 000 for each accident, $500 , 000 disease (policy limit)
and $ 100 , 000 disease (each employee) . Such policy shall include a waiver of
subrogation as against Buyer on account of injury sustained by an employee(s)
of the Contractor.
b) Commercial General Liability : Coverage shall provide minimum limits of liability of
$500 , 000 per occurrence Combined Single Limit for Bodily Injury and Property Damage.
This shall include coverage for:
1 . Premises/Operations
2 . Products/Completed Operations
3 . Contractual Liability
4 . Independent Contractors
5 . X , C , U ( Explosion , Collapse , Underground)
6 . Pollution liability
c) Business Auto Liability: Coverage shall provide minimum limits of liability of $500 , 000
per occurrence Combined Single Limit for Bodily Injury and Property Damage . This
shall include coverage for:
Owned Autos
Hired Autos
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Non-Owned Autos.
5 . Special Requirements :
a) Ten ( 10) days prior to the commencement of work under the agreement between Seller
and Contractor, certificates of insurance and endorsement forms in the exact wording and
format as presented in Exhibit "A" will be provided to the Buyer' s Risk Manager for review
and approval .
b) Indian River County , a political subdivision of the State of Florida will be named as
"Additional Insured " on both the General Liability , Auto Liability and Insurance.
c) The Buyer will be given thirty (30) days notice prior to cancellation or modification of any
stipulated insurance. Such notification will be in writing by registered mail , return receipt
requested and addressed to the Buyer's Risk Manager.
d) It is the responsibility of the Contractor to insure that all subcontractors comply with all
insurance requirements .
e) Insurer must be authorized to do business and have an agent for service of process in
Florida and have an AAA policyholder' s rating and financial rating of a least Class XI in
accordance with the most current Best's Rating .
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v OOfce of
INDIAN RIVER COUNTY
ATTORNEY
t
William G. Collins II, County Attorney
Manan E. Fell, .Assistant County Attorney
William K. DeBraal, Assistant County Attorney
MEMORANDUM
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TO : Clerk to the Board of County Commissioners
FRO ian E . Fell , Assistant County Attorney
DA E : February 6 , 2007
RE : Escrow Agreement for Shadowbrook Estates [LAAC]
Acquisition
Pursuant to Item 7J of the Board of County Commissioners Agenda of December
121 2006 , attached is a fully executed Escrow Agreement authorized therein for
the County' s records . Thank you .
MEF/sw
Attachment
P 2 c
THIRD AMENDMENT
TO OPTION AGREEMENT FOR SALE AND PURCHASE
This Third Amendment to Option Agreement for Sale and Purchase ('Third
Amendment' ) is entered into effective this 12`h day of December, 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 elected to
obtain a Phase II Environmental Assessment of the Property (" Phase II " ) .
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 , and by the Second Amendment to Option
Agreement for Sale and Purchase , effective October 31 , 2006 to extend the Option
Expiration Date to December 12 , 2006 , (as so amended , the Option Agreement , the
First Amendment, and the Second Amendment collectively hereinafter referenced as
"Amended Option Agreement' ).
F . The completed Phase II report, a lengthy and complex document, has been
carefully reviewed and analyzed by Indian River County and Seller. Based on such
review, Indian River County and Seller are in the process of negotiating the terms of an
escrow agreement and another amendment to the Amended Option Agreement; and
such negotiations cannot be completed prior to the December 12 , 2006 Option
Expiration Date .
G . Indian River County and Seller have agreed that it is in their respective best
interests further 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 Third Amendment at one of its regularly
scheduled meetings ; (ii ) the earliest opportunity to present this Third Amendment to
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ATTACHMENT j
M
the Indian River County Board of County Commissioners is December 12 , 2006 , the
same date as the Option Expiration Date ; and ( iii) Seller shall execute this Third
Amendment prior to December 12 , 2006.
I . The parties acknowledge and agree that they are in complete compliance with
all terms of the Amended Option Agreement as of December 12 , 2006 .
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 Third Amendment , the second sentence
of paragraph 2 of the Amended Option Agreement is amended in its entirety to read as
follows :
The option may be exercised on or before January 17 , 2007
("Option Expiration Date" ) , with closing , if the Option is
exercised , on or before February 28 , 2007 .
2 . From and after the effective date of this Third Amendment, the first sentence of
wi�paragraph 13 of the Amended Option Agreement is amended in its entirety to read as
Febi clat y 282 20OTL.
follows :
( � The closing , if the option is exercised , shall be on or before
January 31 , 2007 ,
3 . The Option will expire if the County fails to approve and execute this Third
Amendment on December 12 , 2006 .
4 . All terms and provisions of the Amended Option Agreement not amended by
this Third 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 Third 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
Third Amendment.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed as of the day and year first above stated .
SELLER:
SHADOWBROOK ESTATES , INC . ,
�\ a Florida corporation
Witness: l
Print Name :
BY :
Pier Paquette , Pres e
Hess :
Print Name:
INDIAN RIVER COUNTY
By its BoardofCounty Commissioners
By .
Bary F.Wheeler , ChairMan
Attest ; J .. K , E prtoi ,.,Clerk
By
Depu.t'� Clerk
Ap oved :
By
Jos A. B ird , County Administrator
App ed as to form and legal
n sufficiency:
i /1
rian E . Fell , ssis ant County Attorney
Date approved by BCC :
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