HomeMy WebLinkAboutR-96-36
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RESOLUTION NO. R~96-36
A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER
COUNTY, FLORIDA, AUTHORIZING THE MAYOR TO SIGN AND
THE CITY CLERK TO ATTEST, ON BEHALF OF THE CITY, AN
AGREEMENT AMONG ATLANTIC GULF COMMUNITIES
CORPORATION, FLORIDA COMMUNITIES TRUST, THE CITY OF
SEBASTIAN, AND INDIAN RIVER COUNTY, THAT AGREEMENT
BEING AN OPTION AGREEMENT FOR SALE AND PURCHASE OF
REAL PROPERTY IN SEBASTIAN HIGHLANDS UNIT 17;
PROVIDING FOR RECORDING; PROVIDING FOR REPEAL OF
RESOLUTIONS OR PARTS OF RESOLUTIONS IN CONFLICT
HEREWITH; PROVIDING FOR SEVERABILITY; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, on May 24, 1996, the City Council approved a Conceptual Approval
Agreement and Confidentiality Agreement with Florida Communities Trust ("FCT"), a
nonregulatory agency within the State of Florida Department of Community Affairs and
Indian River County (the "County") for land acquisition funds from the Preservation 2000
Trust Fund with the stipulation that the City and the County enter into an Interlocal
Agreement delineating the responsibilities of the City and the County within 120 days or the
Agreement as amended is null and void; and
WHEREAS, on September 13, 1995, the City Council of the City of Sebastian,
Florida, adopted Resolution No. R-95-53, authorizing the Mayor to sign and the City Clerk
to attest an Interlocal Agreement with Indian River County for the Sebastian Highlands Scrub
Project, this same Agreement having been approved by the Board of County Commissioners
for Indian River County on October 3, 1995; and
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WHEREAS, the proposed Option Agreement for Sale and Purchase is for the
acquisition of 56 scrub jay lots in Sebastian Highlands Unit 17 with funding to be provided
by Florida Communities Trust and Indian River County.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, that:
Section 1. AGREEMENT. The Mayor of the City of Sebastian, Indian River
County, Florida. is hereby authorized to sign, and the City Clerk to attest, on behalf of the
City. the Option Agreement for Sale and Purchase, the proposed Agreement having been
attached to this Resolution as Exhibit" A" and by this reference is incorporated herein.
Section 2. CONFLICT. All resolutions or parts of resolutions in conflict herewith
are hereby repealed.
Section 3. SEVERABILITY. In the event a court of competent jurisdiction shall
hold or determine that any part of this Resolution is invalid or unconstitutional. the
remainder of the Resolution shall not be affected and it shall be presumed that the City
Council of the City of Sebastian did not intend to enact such invalid or unconstitutional
provision. It shall further be assumed that the City Council would have enacted the
remainder of this Resolution without such invalid and unconstitutional provision, thereby
causing said remainder to remain in full force and effect.
Section 4. EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption.
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The foregoing Resolution was moved for adoption by Councilrnember
~iuruek:t The motion was seconded by Councilmember
-y- ~ and. upon being put to a vote, the vote was as follows:
Mayor Louise R. Cartwright
Vice-Mayor Walter W. Barnes
Councilrnember Norma J. Damp
Councilrnember Raymond Halloran
Councilmember Richard J. Taracka
The Mayor thereupon declared this Resolution duly passed and adopted this ~ day of
1C1<j ,1996.
ATTEST:
9Gd'Jldrt.- f)Yhft/M'~
Kathryn . O'Halloran. CMC/ AAE
City Clerk
CITY OF SEBASTIAN. FLORIDA
By:K~ ~W~
Louise R. Cartwright, Mayor
(Seal)
Approved as to Form and Content:
V-fJ=- Q.~.,.
Clifton A. McClelland, Jf.
City Attorney
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ProJec~ : SEBASTIAN SCRu~
project#: 94-032-P4A
Lots: AGC
C.::>rl tract. :;:
OPTION AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this ):; rv' day of /71,/lT!ur , 19 ?v,
between ATLANTIC GULF COMMUNITIES CORPORATION, a Delaware corporation, whose
address is 2601 S. Bayshore Drive, Miami, Florida 33133-5460, as "Selle::;-", and
the FLORIDA COMMUNITIES TRUST, a nonregulatory agency within the Depa~tment of
Corrnnunity Affairs, ("Acquiring Agency") ...rhose address is 2740 Centervie..... Drive,
Tallahassee, Florida 32399, and the CITY OF SEBASTIAN, a municipality wit~in
Indian River County, State of Florida ("Local Government"), whose address is 1225
Main Street, Sebastian, Florida 32958 and IND!fu~ RIVER COUNTY, a political
subdivision in the State of Florida whose address is 1840 25th Street, Vero
Beach, Flo:::.-ida 32960 (collectively referred to as "Local Government").
;'.cqui::::ing Agency and Local Government will be collectively refe:::.-red to as
"Purchaser" .
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 accordanr.:e with the provisions of this Jl.greement. 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 Acquiring
Agency and Local Government give written notilJe of exer-::is.e to Seller.
J'L..nG 3O,lo.'i'1ll r "'~ ..~
;:;. QPTION TERMS. The opt' on paymer.t is $100.00 ("Option payment") The
OD~ion PaYment, in the fo::::m of a state warrant, will be fo~wa=ded to Seller upor-
ics recei9t by Acquiring Agen y from the Comptroller of the State of Flo=ida not
later than _ , ~he option may be exercised during the period
beginning with the Purchaser's approval of this Agreement and the Acquiring
Agency's governing body granting project plan approval ir-... a-::cordance ioli::.h Rule ~~
9K-4.011, Florida Administrative Code, and ending on 9~g~~e= ':. ~9~ ("Option
Expiration Date"), unless extended by other .proVisions of this .!l.g::::eem~ :r'-=ll"1III...9'1lD/
3 ..~. TOTAL PG""RCHASE PRICE. T~e total purchase price ("Total Purchase ?rice") -e r
for the Property is TWO h-JNDRED TWENTY FIVE THOUSAND .WI) NO/100 Dolla::'s ~
($225,000.00) which, after reduction by the amount of the Optior- Pafmenc, will
be paid by Acquiring Agency and Local Governmenc at closing to Seller or Seller's
designated agent who meets the requirements of Section 253.825, Florida Statutes,
in che manner set forth herein. The Total Purchase Price shall be paid to Seller
as follows: Acquiring Agency shall pay the lesser of $112,500.00'01' 50% of the
final adjusted Total Purchase Price for the Property as determined in accordance
with paragraph 3.E. ("Acquiring Agency's Purchase Price"), which after reduction
by Acquiring Agency of the Option Payment, will be paid to Seller by scate
warrant at Closing; and Local Government shall pay the lesser of $112,500.00 or
50% of the final adjusced Total Purchase Price for the Property as determined in
accordance with paragraph 3.B. ("Local Government's Purchase Price"), ......ill be
paid to Seller by Local Government check at closing. The Total Purchase Price
is subject to adjustment in accord~~ce wich paragraph 3.B. The determination of
the final Total Purchase Price can onlv be made after the comoletion ~"d aDDroval
of the survey required in paragraph 5. This Ag:::-eement - is conting~:!t upon
approval of 70tal Purchase P:::-ice, Acquiring Agency's Purchase Price, and Local
Government's Purchase Price by Purchaser and upon confirma~ion that the TOL~l
Purchase Price is not in excess of the fina~ maximum approved purchase price of
?ebruary 16, 1996
94-032-P4A
AGC
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the Property as determined in accordance with Rule 9K-6.0Q7,
Administ=-ative Code ("Maximum Approved Purchase Price") .
Florida
This Agreement is also contingent upon Local Government's Purchase Price being
available at closing and upon Local Government giving written notice to Acquiring
Agency prior to the exercise of the option, that Local Government funds in the
amount of Local Government's Purchase Price are available to close in accordance
with this Agreement. If such notification is not accomplished, Acquiring Agency
may in its sole discretion declare this Agreement void and of no further force
and effect as of that date. Local Government's Purchase Price is the sole
responsibility of Local Government, and Seller shall have no recourse whatsoever,
at law or equity, against Acquiring Agency or the Property, as a result of any
matter arising at any time whether before or after fee simple title is conveyed
to Local Government, relating to Local Government's Purchase Price, nor shall
Acquiring Agency have any obligation under this Agreement to provide any portion
of Local Government's Purchase Price. Acquiring Agency's Purchase Price is the
sole responsibility of Acquiring Agency and Seller shall have no recourse
whatsoever, at law or equity, against Local Government or the Property, as a
result of any matter arising at any time whether before or after fee simple title
is conveyed to Local Government, relating to Acquiring Agency's Purchase Price,
nor shall Local Government have any obligation under this Agreement to provide
any portion of Acquiring Agency's Purchase Price. Should Local Government's
P~rchase Price or Acquiring Agency's Purchase Price 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. In no event shall Selle=
be obligated to close this transaction unless and until the total Purchase Price
is delivered.
Acquiring Agency and Local Government agree that the Local Government shall take
fee simple title to all of the Property at the closing notwithstanding that
Acquiring Agency and Local Government are required to pay all of t.he Total
Purchase P=-ice in the manner set forth in this Agreement. Conveyance of the
Property in fee simple from Seller to Local Government will take place at the
closing, in exchange for the payments to be made by Acquiring Agency and Local
Government to Seller at closing as set forth above in chis paragraph 3.A.
3 _ B. ADJUSTMENT OF TOTAL PURCHASE PRICE. If, prior to closing, Acquiring Agency
dete~ines that the Total Purchase Price stated in paragraph 3.A. exceeds the
final Maximum Approved Purchase Price of the Property, the Total Purchase Price
will be reduced to the final Maximum Approved Purchase Price of the Property.
Upon determination of the final adjusted Total Purchase P=-ice, Acquiring Agency's
Purchase Price and Local Government I s Purchase Price will be determined and
adjusted in accordance with paragraph 3.A. If the final adjusted Total Purchase
Price is less than 90% of the Total Purchase Price stated in paragraph 3.A.
because of a reduction in the Approved Value of the Property, Seller shall, in
his sole discretion, have the right to terminate this Agre~ment and neither party
shall have any further obligations under this Agreement. If Seller elects to
terminate this Agreement, Seller shall provide written notice to Acquiring Agency
and Local Government of his election to terminate this Agreement within 10 days
after Seller's receipt of written notice from Acquiring Agency of the final
adjusted Total Purchase Price. In the event Selle::- fails to give Acquiring
Agency and Local Government a written notice of termination within the aforesaid
time period from receipt of Acquiring Agency's written notice, then Seller shall
be deemed to have waived any right to terminate this Agreeme~t based upon a
reduction in the Total Purchase Price stated in paragraph 3.A.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Purchaser, prior to the exercise of the
option and at its sole cost and expense, shall conduct an environmental site
assessment of the Property to determine the existence and extent, if any, of any
February 16, 1996
94-032-P4A
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Haza~dous Materia~s on the Prope~~y. For pu~poses of ~his Agreemen~ "Hazardous
Materials" shall mean any hazardous or toxic substance, material or was~e of any
kind or any other substance which is regulated by any Environmental Law (as
hereinafter defined in paragraph 4.B.).
4.B. HAZARDOUS ~~TERIALS. In the event that the environmental site assessment
provided for in paragraph 4.A. confirms the presence 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 te~inate this Agreement, Seller shall,
at his sole cost and expense and prior to the exercise of ~he 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 Mate:::-ials S '70 r
("Envi:::-onmental Law"). However, should the estimated cost O~G<>"l up OJ:
Hazardous Materials exceed a sum which is equal to ~ uJ: the Total Purchase ~
Price as sta~ed 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 afcer closing, Seller shall remain obligated hereunder, with such
obligation to survive the closing and delivery and :::-ecording of the deed
described in paragraph 8. of this Agreement and Purchaser's possession of the
Property, to diligencly pursue and accomplish the clean up oE Hazardous Materials
~n a manner consistent with all applicable Environmental Laws and at Seller's
sole cost and expense.
Further, in che event that neither party elects to terminate this Agreement as
provided above, Seller shall indemnify and save harmless and defend Purchaser,
its officers, servants, agents and employees from and against any and all claims,
suits, actions, damages, liabilities, expenditures or causes of action of
whatsoever kind arising from Hazardous Materials placed on the Property prior to
closing whecher the Hazardous Materials are discovered prior co or after closing.
Seller shall defend, at his sole cost and expense, any legal action, claim or
proceeding inscituted by any person against Purchaser as a result of any claim,
suic, or cause of action for injuries to body, life, limb or property for which
Hazardous Macerials placed on the Property prior to closing are alleged to be a
contribucing legal cause. Seller shall save Purchaser har~less from and against
all judgments, orders, decrees, attorney's fees, costs, expenses and liabilities
in and about any such claim, suit, investigation or defense thereof, which may
be entered, incurred or assessed as a result of the foregoing.
5. SUKVEY. Purchaser may have the Proper~y surveyed at its expense. If the
sur.rey ("Su:::vey"), certified by professional land surveyor licensed by the State
of Florida, 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.
6. TITLE INSURANCE. Seller shall, at his sole cost and expense and at least
35 days prior to the Option Expiration Date, furnish to ?~rchaser a marketable
t.itle insurance commitment, to be followed by an owne!"'s marketable ticle
insurance poli(:y (ALTA Form "Bit) from a title insurance company, approved by the
Acquiring Agency, insuring marketable title of Local Government 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. Notwithstanding any other provision herein to the contrary,
February 16, 1396
94-032-P4A
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Seller .....ill only be obligated to require t.hat the t.it.le insurer delete the
standard exceptions for survey matters and unrecorded easements and claims of
easements if Purchaser provides a Survey of the Property which meets the
requiremencs of 627.7842 (1) (a), Florida Statutes.
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
nct 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 therefor; however Seller
shall not be obligated to bring suit or to expend any sums of money to cure said
defects. If Seller is unsuccessful or not required hereunder to remove 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 a reduction in the Total Purchase Price by an amount
determined by Acquiring Agency and acceptable to Seller, (b) accept the title as
it then is with no reduction in the Total Purchase Price, (c) extend the amount
of time that Seller has to cure the defects in title, or (d) terminate this
Agreement, thereupon releasing Purchaser and Seller from all further obligations
under this Agreement.
B. INTEREST COWVEYED. At closing, Seller shall execute and deliver to Local
Government 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, r-=servations, 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.
The grantee in Seller's Warranty Deed shall be Indian River County.
9. PREP!~TION OF CLOSING DOCUMENTS. Upon execution of tllis 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 shall prepare the deed described in paragraph 8. of
this Agreement, Seller's closing statement and the ticle, possession and lien
affidavit certified to Purchaser and title insurer in accordance with Seccion
627.7842, F:orida Statutes, and an environmental affidavit on AC~uiring Agency
forms provided by Acquiring Agency. Acquiring Agency shall prepare Purchaser's
closing statement. All prepared documents shall be submitted to Acquiring Agency
for review and approval at least 30 days prior to the Option Expiration Date.
10. AcnUIRING AGENCY REVIEW FOR CLOSING. Acquiring Agency will approve or
rejec~ each item required to be provided by Seller 'xnder this Agreement within
30 days after receipt by Acquiring Agency of all of the required items. Seller
will have 30 days thereafter to cure and resubmit any rejected item to Acquiring
Agency. In the event Seller fails to timely deliver any item, or Acquiring
Agency rejects any item after delivery, Purchaser may in its discre~tion extend
the Option Expiration Date, but not later than D39Q~QE J8, 1336~ ;/
r:=h...1~u~+ '00,1<:19 (,p .~
11. EXPENSES. Seller will pay the documentary revenue stamp tax and all other
taxes or costs associated with the conveyance, including the cosc of recording
the deed described in paragraph 8. of this Agreement and any other recordable
instruments which Acquiring Agency 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 li~n 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
February 16, 1996
94-032-P4A
AGC
Page 4
the current assessment and millage rates on the Property. In the event the Local
Government acquires fee title to the Property on or after November I, Seller
shall pay to the county tax collector an amount equal to the taxes that are
determined co be legally due and payable by the county tax collector.
13. CLOSING PLACE AND DATE. The closing shall be on or before 15 days after
Purchaser exercises the option; provided, however, that if a defect exists in the
title to the Property, title commitment, Survey, environmental audit, 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 60 days after ~
receipt of documentation curing the defects, whichever is later. The date, time ~~
and place of closing shall be set by Purchaser. Notwithstanding anything 819..6
setforth herein to the com:rary, in no event shall the closing take place after +
the Option Expiration Date) u.n le50S ~enCl.~d b-t it'le. ot'h.er- PY1:l\i''S/OI''),S or-t-hc. Fi'a~"em~
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 Local Government 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
Agreeme!lt and nei.ther 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, ju.'l.k,
rubbish, trash and debris from the Property to the satisfaction of Local
Government prior to the exercise of the option by Purchaser.
15. RIGHT TO ~~ER 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 co 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 shall be responsible during the term of
this Agreement for damage or injury to persons or property resulting from
Purchase:::' s entry upon the Propert:y. Purchaser's liability to Seller OJ::' to any
third party shall be subject to the limitations and conditions specified in
Section 758.28 I Florida Statutes. Seller shall deliver possession of the
Prope~ty to Purchaser at closing.
16. -"I.CCESS.
Prope!.-ty over
Property.
Selle::: warrants that there is legal ingress and egress for the
oublic roads or valid, recorded easements that benefic the
17. DEFAu~,T. 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.
18. BROKERS. Seller warrants that no persons, firms, corporations or other
entities are entitled to a real estate commission or other fees as a result of
this Agreement 0::: subsequent closing, except as accurately disclosed on the
disclosure statement required i!l paragraph 9. Seller shall indemnify and hold
Purchaser harmless from any and all such claims, whether disclosed or
u...'"ldisclosed.
19. RECORDING. This Agreement, or notice of it, may be recorded by Purchaser
in the appropriate county or counties.
February 16, 1996
94-032-P4A
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20. ASSIGNMENT. This Agreement may be assigned by Purchaser, in which event
Purchaser will provide written no~ice of ass~gnment to Seller. This Agreement
may not be assigned by Seller without the prior written consent of Purchaser.
21. IIME. 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 I s execution of this Agreement,
Seller's, legal representatives, successors and assigns will be bound by it.
Upon Purchaser's approval of this Agreement and Purchaser's exercise of t':1e
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. WhIVER. 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 an~~such covenant, condition or right; but the same shall remain in full for~/
and e~~ect. ~
AMENDMENTS. _ No "" ~ /.. ~
26. ~~~~~~X Xx.:b:lU;x~XOOl(.XaUl~ moa~f~cat~on, amenam . or
altera~lon ere 0, s a~~ ~ be effec~ive or binding upor- any of the ~arties
hereto until it has been executed by all of the parties hereto.
27. ~nDENDUM. 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 uneo
the other, it must be given by written notice, and either delivered personally
or mailed to the appropriate address indicated on the fi:::-st page of this
Agreemen~, or such other address as is designated in wri~ing by a par~y to this
Agreement:..
29. SURVIVAL. The covenants, warranties, representations, indemnities and
ur-dertakings of Seller set for~h in this Agreement shall survive the closing, the
delivery and recording of the deed described in paragraph 8. of this Agreement
and Loca~ Government's possession of the Property.
February 16,
94-032-P4A
.'\GC
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS
AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE ~'\RCH 10, 1996, THIS OFFER
WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT TliIS
OFFER. * THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1) P_PPROVAL OF THIS
AGREEMENT, TOTAL PURCHASE PRICE, ACQUIRING AGENCY'S PURCP~_SE PRICE, AND LOCAL
GOVERNMENT'S PURCHASE PRICE BY PURCHP,SER, (2) ACQUIRING AGENCY'S GOv~RNING BODY
GRANT::NG PROJECT PLAN APPROVAL IN ACCORDANCE WITH RULE 9K-4. 011, FLORIDA
ADMINISTRATIVE CODE, (3) CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN
EXCESS OF THE FINAL MAXIW0M APPROVED PURCHASE PRICE OF THE PROPERTY, AND (4)
ACQUIRING AGENCY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY SELLER.
'1 '
*(insert:) SELLER AGREES THAT THI!'11
AGREEMENT SHALL BE BINDING UPON//
6 EXECUTION BY SELLER AND INDIAN ~R
COUNTY . ~ ~
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Page
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rrlE ACQUIRING AGSNCY'S PERFORMANCE ~~ OBLIGATION TO PAY ~mnER THIS CONTRACT IS
CONTINGENT UPON AN ~~AL APPROPRIATION BY THE LEGISLATURE.
THIS IS TO BE A LEGALLY EINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
ADVICS OF AN ATTORNEY PRIOR TO SIGNING.
SELLER
ATLANTIC GULF COMMUNITIES
CORPORATION, a Delaware Corporation
~LW~ ~
Witness as to Seller
~....~~""'
./ . .,..~~//~
Witn as to Seller
~r ~ ~
. .,J'fT~ g,. FgR,.T/ G-
: sR.. ulc..e fJ~eSIl;)eNr
";:) q OJ 2.0 '+4-'4
Social Security No. or F.E.I.D. No.
m o../c..h I rl. ( q 9lo
Da~e signed by Seller
Pu"I:'CH..l\..SER
LOCAL GOVERNMENT
CITY OF SEBASTIAN
By:
~ ~ '/!:? ~~ ~Lf
Na e: J..au/.&.C' ,(f! CAR TLJref6SlfT
ItS:~
Government
At;:est:
(Clerk
(OFFICIAL SEJl.L)
By:
} . Q.
~ .r
S/CJ J9 b
PI
, .
A?p~oved as to Form ana ~egality
Date:
Febr~ary 16, 1996
94-032-P~A
AGC
Page 7
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Witness as to Local Government
~tL ,4.f'
. ; S.4/H.I~ _..,_
Wit ss {:=~~,}_~::..al?~ern~
Attest: ~'::--... ':-",C:,.., A
c3 ~ /' . who . -~.
" ':"""I" -..... ~l...,.. .....!......, I'!"'"'
,~., tL-e;~~3J;~_E:-:,~>j~
::~~ove12::;?~~galitY
'Tl5f',N.MuS P. O' u"ett
Da te : 3 ~ z~ - 96
Witn~ss as to ~cqui~ing Agency
Witness as co Acqui~ing Agency
Approved as t~ Form and Legality
Ey:
Date:
February 16, 1996
94-032-P4A
AGC
Page 8
. ~ ~ .. .
PURCHASER
LOCAL GOVERID-1ENT
INDIAN RIVER COUNTY
By: ~~i3~
Name: FAAtJ 8. M>AMS
Its: COMMI*ION C.\tAII2l-\A..a
(Clerk or Deputy Clerk of Court)
(OFFICIAL SEA.L:,)
3-;J,)-&](""
Date signed bv Local Government
(OPTION ~1(Nlt.I" ~Ui~'''' APl"'JtO~ roy NA-/2t) O./Z.../1f;J
PURCF.ASER
ACQUIRING AGENCY
FLORIDA COMMUNITIES TRUST
By:
James ~. Mu~ley, Chair
Date signed by Acquiring Agency
, ~ I
STATE OF ~l 0 ........ .La-
COUNTY OF~o......J...
~T~e foregoin~linstrument was acknowledged before me this \JL~~ day of
~ ,19k' by :rAY C. ~'E~ \' I G-- as
. V Ie!;;.: ~il~ \1)E. t-.:1 T of Atlantic Gulf Communities Co::.-poration,
a elaware corparat~on, who ~s personally known to me or who has pracuced a
Q('river 's licens) e issued W:in ~ l~~t fi~earCs ~~en~~~:tion
NOTARY PUBLIC _ _
SEAL Notary Public
:rA~E A. CAI~E'S
o iClAL N AR SEAL.
JANE A CAlNES
NorARY PUBLIC STATH OF FLORIDA
COMMISSION NO. CC421181
MY COMMISSION EXP. NOV, 16,1998
(Prim:ed, T....;ped or Stamped Hams of
Notary Public)
Commission No, :
iJly Commission Expires:
February 16, 1996
94-032-P4A
AGC
Page 9
~" .,
STATE OF FLORI:!)!>.
COUNTY OF LEON
The foregoing instrument was acknowledged before me this day of
,19 ,by James F. Murley as Chair of the Florida Communities
Trust, on behalf of ~he Acquiring Agency. He is personally known to me.
(NOTARY PUBLIC)
SEAL
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No. :
My Commission Expires:
"
February 16, 1995
94-032-P4A
AGe
Page 12.
EX:!:E::- I'..... 'I .
'"
.. i =..~cral noQs:'~i"O:.ion
l'."\IT l:WCh .:.....01
DD'ELOPED LOTS:
.~ 45: 6
. I
1i .<. 11
.,...
17 45~ IS
17 4)~
17 565
17 566 (,
17 56(. :3
17 571 5
17 571 10
Ii 5"" :5
.,
Ii 57~ 16
17 ,,-., -
..JI":"
17 57:. 8
17 5/2 14
17 S72 19
17 57t. l'
~~
1"? S~ 2-'
17 5~ 26
17 584 ~I
17 5~ 28
17 6:)7 5
""1 610 :.
.I..
11 610 1.5
17 620 2S
17 621 ."
"-'
17 621 l~
Unit 17, Sebastian Highlands subdivision, further desc~ibed in Plat Book 8, Page
46 of the Public Records of Indian River County, Florida.
AND ALSO:
February 16, 1996
94-032-P4A
AGC
Page 12
..
L~11
UND~PI:D LOTS:
17
17
17
Ii
17
17
17
17
li
17
..,
" 1
17
...
.1
li
17
,..
~I
17
J../
li
,~
_I
17
17
17
:7
17
..I
li
,..
_I
EXH!E::- II A II
~eaal D~sC~~~~~~~ ~~~~~nu~c
BLOCK LOT
5&4 :;
580:- 3
5f\A 4
5h:4 5
58-\ 6
580: 7
5g..: 8
S~ 9
5S4 10
Sg.; 11
5~ ~
Sg.:. 13
5~' 1<
,-
5&:; 3
5gs 4
5~ 5
585 6
585 i
585 E
ses 9
5t5 10
s~ 11
586
586 ~
..
586 3
586 4-
586 .,~
.;,J
586 ~
586 ::s
586 26
Unic 17, Sebastian Highlands subdivision, further desc~ibed in Plat Book 8, Page
46 of che Public Records of Indian River County, Florida.
February 16, 1996
94-032-P4A
AGC
Page 13
. . .
..
ADDENDUM
3ENEFICIAL !NTEREST AND DISCLOSURE AFFIDAVIT
(OTHER)
STATE OF fLnV"; Joe__J
)
COUNTY OF:=:bo..J lI- )
Before me, the undersigned authority, personally appeared ~ A)I
th;s lo'o-H., day of U",.. n 19Q./ h f rs+- b no d 1
... b !:J.......,~ , - ~,w.o, i \". ei. ~ u y sworn,
C. ~ElL.. Ti G-
deposes and says:
1) That ATLANT!C GULF CO~TIJNITIES CORPORATION, a Delaware Corporation, whose address
is 2601 S. Bayshore Drive, Miami, Florida
33133-5460 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
Interes'c.
~~---
2) That 'c.o 'c.he best of the affiant's knowledge, all persons who have a financial
interest in this real estate transaction or who have received or will reoeive real
estate comm;ssions. attornev's or consultant's fees or anv other f;:>es 0'" ether
benefits inciden'c. to the sale of the Property are:
Name
.Zl.ddress
Reason for Pavrnent
Amount
p--'-V\ .. ~ \ 0... s+d-.... \ i + J L-
);+)~ C~rY\ rt-W1'4'\+
~1.2-0D
I i.Jt-o I M u..v-J...c:..l<... C... J '-
1O'r+ c!'--Io+h...) ~L. 33i4~
February 16, 1996
94-032-?4A
AGC
Page 14
3; '!ha'C.,. to t:l:)e.best of the a:::iant's k~o\\fledge, the following is -a'true his"t.ory of
'.. 'f
all financial ~ransactions (including any existing ope ion or purchase agreemenc in
favor of affiant) concerning the Proper~y which have taken place or will take place
during the last five years prior to the conveyance of title to Indian River County:
Name and Address
Type of
.l\.mount of
0= Parcies Involved
Date
Transaction
Transaction
~~
This affidavit is given in compliance with the provisions of Sections 286.23 and
380.08(2), Florida Statutes.
AND FURTHER AFFIAl{T SAYETH NOT.
AFFIANT
SWORN TO and subscribed before me this I ~ +I-., day of ~ ~
19 ~ I ,by ~ y Co. F~TI c.. , as sit... VICE rR. I /;: ~T of the Atlantic
Gul~ommunities Corporation, a Delaware corporation. He is personally knovm co me
or who has produced a driver's license as ~entification and who ~id take an oath.
~ .. C. C.... _J
Notary Public
-SEAL
JANE A CAINES
NarARY PUBUC STAlE OF FLORtnA
COM.ldlSSION NO. CC42t18t
MY COMMISSION EXP. NOV. 16,19911
~r-JE' A. UIII.\E""S
(Printed, Typed or Stamped Name of Notary)
Corranission No. :
My Commission Expires:
FLORIDA COMWJNITIES TRUST
APPROVED AS TO FORM AND LEGALITY
By:
Ann Wild, Truse Counsel
Date:
February 16, 1996
94-032~P4A
AGe
Page 15
;.
'1
ADDENDUM
(CORPORATE/NON-FLORIDA)
, .
. ,
A. At the same time that Seller submits the closing documents required by paragraph
9. of ~r~s Agreement, Seller shall also submit the following co the Acquiring Agency:
1 An aDorapriate certificace reflecting that Seller is authorized to sell the
Propercj:to Purchaser in accordance with the provisions of this Agreement and
which meets ehe requirement of the title insurer and a certificate of incumbency,
~. Certificates of good standing from the Secretary of Staee of the State of
Florida and the Secretary of State of the State of Delaware, and
3. Copy of proposed opinion of counsel as required by paragraph B. below.
B. As a material inducement to Purchaser entering into this Agreement and to
consummate ehe transaction contemplated herein, Seller covenants, represents and
warrants to Purchaser as follows:
1. The execution of this Agreement and the performance by it of the various
terms and conditions hereof, including, without limitation, the execution of
all agreements, notices and other documents hereunder, have been duly
authorized by the requisite corporate authoriey of Seller.
2. Seller is a corporation duly organized, validly existing and in good
standing ~~der the laws of the State of Delaware and is duly licensed and in
good standing and qualified to own real property in the Staee of Florida.
3. This Agreement, when executed and delivered, will be valid and legally
binding upon Seller and enforceable in accordance with its terms and neither
the execution of this Agreement and the other instruments to be executed
hereunder by Seller, nor the performance by it of the various terms and
::onditions hereto will violate the Articles of Incorporation or By-Laws of
Seller.
At the closing, Seller shall deliver to Purchaser an opinion of in house counsel to
the effece that the covenants, representations and warranties contained above in chis
paragraph B. are true and correct as of the ::losing date. In rendering the foregoing
opinion, such counsel may r€~ly as to factual matters upon certificates 0:::: other
documents furnished by partners, officers, officials and other co~~sel of Seller, ane
upon such other documents and data as such pa=tners, officers, officials and counse:
may deem appropriate.
SELLER
PURCHfI.SER
AT~~ITIC GULF COMMUNITIES
CORPORJ:._':' I ON , a Dela....are
corpo::::ation
LOCAL GOVERNMENT
CITY OF SEBASTIAN
~
" . S ~. ~ c.~~~:i~NT-=:
(CORPORATE SEAL)
By: ~;~i ~c v:?~~~~1~~ F
T"S ~
Atte~s: 9ci . ))1 {);i; (/ dtf--l,~
(Clerk or De. ty Clerk of C~rcu~t
Court)
~//111, !lc/&
Dace Signed by Seller
(OFFICIAL SEAL)
tle;<iefi~llJ/~
February 16, 1996
94-032-P4A
AGC
Page 16
. ~
:. f
PURCHASER
LOCAL GOv~ANMENT
INDIAlJ RIVER COUNTY
By: ~a-L--16 C2d?~
Name: rtff1/t 11. .4,o.?tZ:.5
Its; C ~ ~/A //7a~_____
(Clerk or D6~~CY Clerk of. Ccurt)
(OFFICIAL SEALj
~ i -.21'......7 t"
Date signed by l...\,-)C6.:" Gcvc::.-ament
PURCHASER
FLORIDA COMMUNITIES TRUST
By:
James F. Murley, Chair
Date Signed by Pur~haser
February 16, 1996
94-032-P4A
AGe
Page 17