HomeMy WebLinkAbout1999-183se
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Project•. Public Works Fleet Management Complex
Property Tax I.D. #:
OI'T'ION AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this /3'A day of V 1999, between
ANNETTE R. ROBERTS, TRUSTEE ("Seller") whose addres is 255 W 5181 Street,
Hialeah, Florida 33012, and INDIAN RIVER COUNTY, Florida, a political subdivision
of the State of Florida, ("Purchaser" and "County"), whose address is c/o Public Works
Department, 1840 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 ut 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 August 4, 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 Sellers 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
adjusted Total Purchase Price is less than 95% of the Total Purchase Price stated in
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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 Purchaser's 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 4.13.)
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 Cr^. the Proper-- pr- - closing $ic u:3Cvvcrcu aftcT CivSuig, °'xliei shaii itui
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.
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
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commitment, to be followed by an owners 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 Sellers Warranty Deed shall be Indian River Cour r 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 1 illtllCllcl a closing 8t8telileii't. All pI`epaIeU documents SIl'dll be sIrDIIlitied
to the County for review and approval at lease 30 days prior to the Option Expiration
Date.
10, PURCHASE REVIEW FOR CLOSING. Purchaser 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.
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
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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 September 15,
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 Sellers execution of this Agreement, ordinaryliary
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,
snail Have lite right to enter the Froperiy 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 Purchasers 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.
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
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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 Purchaser's 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 corrunission 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 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 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, 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.
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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, 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 County's
possession of the Property, except as specifically otherwise provided herein.
30. SHARED COST. The School Board of Indian River County, Florida, has
approved on February 23,1999 and on April 27,1999 the cooperative use of the property
that is the subject of the Option Agreement for Sale and Purchase between Indian River
County (Buyer) and Annette R. Roberts, Trustee (Seller). It is the intent, as expressed in
public meetings on February 23, 1999 and April 27, 1999 that the School Board will
purchase a portion of the total 25 acre site from Indian River County. Both Indian River
County and the School Board intend to work together in a fleet management and
warehousing complex.
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 TI -IL FIINdAL COUNiY APPROVED APPKA1SED VALUE OF THE
PROPERTY, AND (3) COUNTY APPROVAL OF ALL DOCUMENTS TO BE
FURNISHED HEREUNDER BY SELLER.
Witness as to Sele?r
Ma
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, RoBF�f� ./
Witness as to Seller
5-41409A L. re'sr
SELLER
By:
Annette R. Ro erts, trustee
F.E.ID# 144-20-3264 q Q
Date signed: C,/,-, ,
of
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STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument v,,as acknowledged before me t'lis 25th day of
June 1999, U Annette R. Roberta
y _, and by
on behalf of he is
personally known to me.
SANDRA L TM
�'c ifii?'i?�tgtti�fi n��flV>�jiR
a y om tssion Expires Feb 2:1,,J2002
Commission # CC7085
Attest:. K. Bart.on, Clerk—,
0
' Deputy Clerk
Approved as to form and legality
�
By >
Date I
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
Notary Public
INDIAN RIVER COUNTY,
FLORIDA
By
Kenneth R. Macht
Chairman
Board of County Commissioners
Date Signed: ✓ /3 19 g 9
w.an Awa Ce Approved Deis
f Mrr Irl. l 7 % if
Legal
t�ua eI ��
Ftisk Mgr.
A The foregoing instrument was arknnwlerloed before me this �� .4—
of
1999, by Kenneth R. Macht, Chairman, and by
p RI A LY Deputy Clerk for J. K. Barton, Clerk, on behalf of the Indian
River County, Board of County Commissioners. They ar personally know to me.
�Z
Notary Public
Skimped sent, printed name &expiration dale
,n+irNNNINJIN!!N!!J!!!/NN/J!/I//N!J!!
\'aY oaa Reta M. Smith i
>° ) loluy public, Sute of Florida
y �(i Ccalmnsion No. cc 382439 i
My commission Up. 091018000 �
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ADDENDUM
BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT
(OTHER)
STATE OF FLORIDA
COUNTY OF DADE
Before me, the undersigned authority, personally appeared
Annette R. Roberts 'this 25th day of
June 1999, who, first being duly sworn, deposes and says:
Annette R. Roberts
That whose address is
255 W 51st Street Hialeah, FL 33012is 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 bene`icial interest in the Property:
(if more space is needed attach a separate sheet)
Name Address
100% Interest
Annette R. Roberts
255 W. 51st Street
Hialeah, FL 33012
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
John H. Test, P.A. 9400 S. Dadeland Blvd undetermined amount legal fees
Ste. 300, Miami, FL 33156
Lambert Commercial Real Estate, Inc Realtor Commision 8%
1902 14th Ave. Vero Beach, FL 32960
Eric Barkett, Esq. 2165 15th Ave. undetermined legal fees
Vero Beach, FL 32960
That, to the best of the affiant's knowledge, the following is a true history of all financial
transactions (including any exieting 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 Indian River County, FL
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Name and Address Type of Amount of
of Parties Involved Date Transaction Transaction
Estate of Hubert Roberts to Inheritance -p-
Annette Roberts .7/98
This affidavit is given in compliance with the provisions of Section 286.2.3, Florida
Statutes.
AND FURTHER AFFIANT SAYETH NOT.
AFFIANT
�'��
Annette R. Ro erts
SWORN TO AND SUBSCRIBED before me this 25thday of June 1999, by
Annette R. Roberts who is personally known to me or who has
produced as identification.
Notary Public
printed name, commission #
and date commission expires:
SANDRA L TEST
Notary Public - Slate of Florida
My Commission Expires Feb 21, 2002
Commission # CC708570
s®
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.
in