Loading...
HomeMy WebLinkAbout1999-07140 • ? 4 / 3. A .<y11 961-011 Project: Public Works Fleet Management Complex Property Tax I.D. #: OPTION AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this � day of wJsw 1999, between ANNETTE R. RO$ERTS, TRUSTEE ("Seller") whose address is 5 5 Gcj S/ Sfr fh� u>�, and INDIAN RIVER COUNTY, Florida, a political subdivision of the State of Florida, ("Purchaser' and "County"), whose address is c/o Public Works Department, 1$40 25th Street, Vero Beach, Florida 32960. 1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real property located in Indian River County, Florida, described in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), in accordance with the provisions of this Agreement. This Option Agreement becomes legally binding upon execution by the parties but exercise of the option is subject to approval by Purchaser and is effective only if Purchaser gives written notice of exercise to Seller. 2. OPTION TERMS. The option payment is $10,000.00 ("Option Payment'). The Option Payment will be forwarded to Seller within 10 days after execution of this Agreement. The option may be exercised during the period beginning with the Purchasers approval of this Agreement and ending on June 30, 1999 ("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. 3.A. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is THREE HUNDRED AND SIXTY SIX THOUSAND NINE HUNDRED DOLLARS ($366,900.00) which, after reduction by the amount of the Option Payment, will be paid by purchaser at closing to Seller or Seller's designated agent. The total Purchase Price is subject to adjustment in accordance with paragraph 3.B. The determination of the final Total Purchase Price can only be made after the completion and approval of the survey required in paragraph 5. This agreement is contingent upon its approval, and consequent approval of the Total Purchase Price, by Purchaser. Should County's funds not be available for any reason, Purchaser or Seller may elect to terminate this Agreement by written notice to the parties without liability to any party. Conveyance of the Property in fee simple from Seller to County 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. ADTUSTMENT OF TOTAL PURCHASE PRICE. If prior to closing, Purchaser determines that the Total Purchase Price stated in paragraph 3.A. exceeds the final County approved appraised value of the Property, the Total Purchase Price will be reduced to the final County approval appraised value of the Property. If the final do 40 adjusted Total Purchase Price is less than 95% of the Total Purchase Price stated in paragraph 3.A. because of a reduction in the final County approved appraised value in the Property, Seller shall, in his sole discretion, have the right to terminate this Agreement and neither party shall have any further obligations under this Agreement. If Seller elects to terminate this Agreement, Seller shall provide written notice to Purchaser of Sellers election to terminate this Agreement within 10 days after Seller's receipt of written notice from Purchaser of the final County approval appraised value. In the event Seller fails to give Purchaser a written notice of termination within the aforesaid time period from receipt of Purchasers written notice, then Seller shall be deemed to have waived any right to terminate this Agreement based upon a reduction in the Total Purchase Price stated in paragraph 3.A. 4.A. ENVIRONMENTAL SITE ASSESSMENT. The County shall, 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"), to determine the existence and extent, if any, of Hazardous Materials on the Property. 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.) 4.13. HAZARDOUS MATERIAL. 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 Purchase'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, sate 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 not remain obligated hereunder and shall have no obligation or liability after the closing and delivery and recording of the deed described in paragraph 8 of this Agreement and Purchaser's possession of the property. Upon closing the Purchaser has accepted the property in its as -is condition as of the date of closing. 5. SURVEY. The Seller shall have the Property surveyed (or existing survey updated), at the Seller's expense, prior to exercise of the Option ("Survey"). If the Survey shows any encroachment of 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. • 40 6. TITLE INSURANCE. Seller shall, at its sole cost and expense and at least 35 days prior to the Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B") from a title insurance company, approved by the Purchaser, insuring marketable title of the Purchaser in and to the Property in the amount of the Total Purchase Price. Seller shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens. 7. DEFECTS IN TITLE. If the title insurance commitment or Survey furnished to Purchaser pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall, within 120 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 or to expend any sums of money 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 defect 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, 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 use as a fleet management complex. 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 Section 286.23, Florida Statutes. Seller shall prepare the deed described in paragraph 8 of the Agreement; Seller's closing statement; the title, possession and lien affidavit certified to Purchaser and title insurance .in accordance with Section 627.7842, Florida Statutes; and, an environmental affidavit on forms provided by Purchaser. The Purchaser shall prepare the Purchasers closing statement. All prepared documents shall be submitted to the County for review and approval at lease 30 days prior to the Option Expiration Date. 10. PURCHASE REVIEW FOR CLOSING. Purchases will approve each item required to be provided by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required items. Seller will have 30 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, a commensurate amount of time. 40 do 11. EXPENSE. 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 all other recordable instruments which Purchaser deems necessary to assure good and marketable title to the Property. 12. TAXES AND ASSESSMENT. All real estate taxes and assessment which are or which may become a lien against the Property shall be satisfied of record by Seller at closing. In the event the Purchaser acquires fee title to the Property between January 1 and November 1, Seller shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the Property. In the event the Purchaser acquires fee title to the Property on or after November 1, Seller shall pay 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 July 31,1999; provided however, that if a defect exists in the title 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 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 as early as reasonably possible is the intention of Seller and Purchaser; provided that there are no title defects, survey issues, or delays in accomplishing the requirements of this Agreements. 14. RISK AND 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 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 shall not be responsible for the tearing down and removal of the abandoned house located on the property and the contents contained therein. 15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that 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 this Agreement. With regard to any entry by Purchaser upon the Property prior to closing, Purchaser shall be responsible during the term of this Agreement for damages or injury to persons or property resulting from Purchaser's entry upon the Property. 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 for the Property to the County at closing. The Seller has informed the Purchaser that the bridge access to the property is washed out and dilapidated, such that a vehicle cannot safely cross the same. The Seller shall have no liability to the Purchaser or any of its agents for any property damage or personal injury that may result from the attempts to gain access and/or their entry to the property. L-1 El 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. Should additional easement or other access documents be necessary for the title insurer to insure public access, Seller shall provide such documents prior to exercise of the option. 17. DEFAULT. If Seller defaults under this Agreement, Purchaser may waive the default and proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid as its sole remedies, and specifically waives any action for damages or any other remedy permitted by law. If Purchaser defaults under this Agreement, Seller may seek any remedy permitted by law or in equity resulting from Purchasers default. In connection with any dispute arising out of this Agreement, including without limitation litigation and appeals, each party will be responsible for its own attorney's fees and costs. 18. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to the real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the disclosure statement required in paragraph 9. Seller shall indemnify and hold Purchaser harmless from any and all such claims, whether disclosed or undisclosed. 19. RECORDING. This Agreement may not be recorded. 20. ASSIGNMENT. This Agreement may be assigned by Purchaser, in the event Purchaser will provide written notice to Seller. This Agreement may be not be assigned by Seller without the prior written consent of Purchaser. 21. TIME. Time is of the essence with regard to all dates and times set forth in this Agreement. 22. SEVERABILITY. In the event any of the provision of this Agreement are deemed to be unenforceable, the enforceability of the remaining provision of this Agreement shall not be affected. 23. SUCCESSORS IN INTEREST. Upon Sellers 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, representation and understandings of the parties. No supplement, modification or amendments 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 waiver or relinquishment for future of any such covenant, condition or right; but the same shall remain in full force and effect. 40 40 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 give 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, representatives, 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 County's possession of the Property. 30. SHARED COST. Purchaser shall share in the cost and use of the proposed fleet management complex with the Indian River County School Board; therefore, the option shall not be considered executed by the purchaser until approval by the School Board. THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE 1999 THIS OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER BY EXECUTING IT. SELLER UNDERSTANDS AND AGREES THAT THIS OPTION AGREEMENT SHALL BE FULLY BINDING UPON IT AS OF THE TIME OF EXECUTION BY SELLER FOLLOWED WITHIN A REASONABLE TIME THEREAFTER (NO MORE THAN 60 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. Witness as to Seller Witness as to Seller SELLER By: Name Its F.E.ID# Date signed: - —2- 4�=7q-- 40 40 STATE OF FLORIDA COUNTY OF 1NPhWMVLR D The foregoing instrument was �jcknowledged befo me this ��' day of Gt cY 1999, by �Yir✓1 P.�'� a.�is and by on behalf of S/he is personally known to me. SANDRA t. TEST Notary Public 9 �NofT%AUPAt4���� tion c te: S commission FxPlres Feb 21, 2002 Commission # CC708570 INDIAN RIVER COUNTY, Atte t' K. Barton, Clerk Y B}—�ti��/J Deputy Clerk Approved as to form and legality: By Date q Approved as to form and legality: By Date A FLORID Bywv v Kenneth . Macht Chairman Board of County Commissioners Date Signed:9�- INDIAN RIVER COUNTY SCHOOLBOARD By Its Date Signed APprovcn Div .—_. --- —{-- - - - STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this 1_ day of �_ 1999, by Kenneth R. Macht, Chairman, and by pA Deputy Clerk for J. K. Barton, Clerk, on behalf of the Indian River County, Board of County Commissioners. They are personally known to me. r►rvrr►►►r►rr►irairrnr►»rJiiiSlYti3rSrirliil3�I , Stamped seal, printed name & expiration date: C ltfr 0u Alice E. White ' - l2-^ Notary public. Sate of fbrWa i �t� CriottNo.CC376882 ornell My Cotmomm�miuim Exp. 08/1310MO ' . STATE OF FLORIDA < 1400.3-NMOXV. n.t+a.ra«v+ftaeeaaraco COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this day of . 1999, by Chairman, on behalf of the Indian River County School Board. S/he is personally known to me. Notary Public Stamped seal, printed name & expiration date: A ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) STATE OF FLORIDA /� COUNTY OF R45 `� CAO O U Befor e, a undersigned authority, personally appeared , el ' �,-. - � -� this r (o day of r u cx 1999, who, first being duly sworn, deposes and says: That A►�� (tom- �'� whose address is ,5 L � C &:::L,-"33�1a is the record owner of the Property. The following is a list of every person (as defined up Section 1.01(3), Florida Statutes) holding 5% or more of the beneficial interest in the Property: (if more space is needed attach a separate sheet) Name Address It,CGelninterest AnV1CA-k-t- , I1 1S t vjj V C S I S tY e That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate transaction of who have received or will receive real estate commissioners, attorney's of consultant's fees or any other fees or other benefits incident to the sale of the Property are: Name Address Reason for Payment Amount tnA Yu.eCAr rt l�, r N ,lest- GA i 1 VJ .�)e.: C+.Ao��Z`>�c -T- -n.C, . kl That, to the best of the affiant's knowledge, the Following is a true history ofal 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 ►3 Name and Address Type of Amount of v,bQ.v 4 a vl.x I1% aXIC-e- - C) - This affidavit is given in compliance with the provisions of Section 286.23, Florida Statutes. AND FURTHER AFFIANT SAYETH NOT. AFFIANT WORN TO ANY before me this day of 01 r 1999, by f7 P ,/Il cEC who is R sonally known to me or who has produced as identificatio . printed name, commission N and date commission expires: Notary Public E RA - c • Arida ?0Q2 - Notary Public Of Florldo My Commission Expires Feb 21, 2002 Commissions CC708570 e0 • EXHIBIT "A" PUBLIC WORKS FLEET MANAGEMENT COMPLEX Property Description East 15 acres of the West 26.06 acres of Tract 11, Section 28, Township 32 South, Range 39 East, as the same is designated on the last general plat of lands of Indian River Farms Company, filed in the office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, Page 25; said land now lying and being in Indian River County, Florida. AND The West 10 acres of the East 15 acres of Tract 11, Section 28, Township 32 South, Range 39 East, according to the last general Plat of Lands of Indian River Farms Company filed in the office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, Page 25; said land now lying and being in Indian River County, Florida. 4w LAM BERT C O M M ERCIAL REAL E STAT E, I N C. VERO BEACH FLORIDA - INVES71v1EN7S 1902 14th Avenue, Vero Beach, Florida 32960 Phone: (561)778-2334 Fax: (561)569-9155 25+/- ACRES - HEAVE' COMMERCIAL 41st Street, Vero Beach, FL Humane Society Sheriff's Department Vero Beach Municipal Airport Property LAND SIZE: 25+/- Acres TAXES: $8,493.110 825" Frontage on 41st Street 1290' Depth UTILITIES: County Water & FPL Electric FEATURES: Owners Nlay Divide LOCATION: West of I luntane Society on 4lsl Street 25 Acre parallel tract Between 43rd Avenue &58th Avenue V.B. Municipal Aiptort property borders on South ZONING Industrial Light Old Abandoned House included Many permitted uses BROKER NOTES: Great for Commercial Park PRICE. $430.000.00 Iligh Growth Location !1111.nnauon N ! C] 40 SW I/4 OF SECTION 28 TOWNSHIP 32S RANGE 39EINFORMATIONAL FLAT NOT A SURVEY VRMLPuw � '---- L_ __--_----------_------- __---- I NSls•: ` TRII 1 8251 t— ° AI I 1 I -� —t,l R I IfL • � I � �. 17 I I 1 I + N � t SCALE�1••2O0' )A a I I I f LyyLIW TSCIt� 2 ee.e 1 • TR14 �. D C4,' . 7 Q 4 CD 3911, ° SL1" ' * a. ' YHI19 t[iCl, uUMICIYeL eln.OnT ' m •'" '� y !VC IMGCY II I I � � I ro • ] �" '-' : < A]]CS]HO Ji -39-)9 ] I • 3EtA PL. E O G ?� •G C� O- (D n u��u e .O ©� .r �r •I +1. It Io 3RIt ST. e I N I3 12. II C i wt ---------- _—_----.-:.J.. _—___--_-- --------——-------——--------------- ANITA PARK ) REVISIONREVISION T 1-10 C JA N.I, NIBO A JAN.I, IQ9S / _��M1 Aq Y JAN.1, 1991 O JAN,I}1/17 JAN 1, III• ®► 40 TACT LINE TRACT CORNER - SOUTH GIFFORD ROAD - 30' ROAD t--- - - -- �--- FD. t71R. ( N.89'5 55'E. 120-19' WG1P'SWIIP ORNER N FD.4' 141 01 VIA 24.46 ACRES,NET N N C*3 M O N O W O C O � O � Z EAST 15 ACRES OF WEST 10 ACRES OF WEST 26.06 ACRES EAST 15 ACR N.89'59'34' W . 818.96' TRACT 14 FD.1R' I.R. 11w'S111K Q I � F— F TRAC TRAC DESCRII''I"ION 1;ml 15 oumm ul the. Wumt 26.116 acre., of Trac) 11, Su 39 Easl, as the same is designated on file I:tsl general 1` Compam, lil- d i'l the o icc ul file CIC6 OI file Chem