INDIANTOWN – Village Council members on Nov. 20 gave their verbal consensus to renegotiate a $3 million purchase-and-sale contract for the 5.1-acre parcel at 15225 S.W. Warfield Blvd. The previous Council had approved the contract in 2022 with plans to build a new Village Hall, but voters later ousted two members who supported that idea.
Village Manager Taryn Kryzda introduced the item briefly before turning it over to Village Attorney Wade Vose.
“On Tuesday, I received an envelope that had been dropped off, and inside that was the contract that is attached to this agenda item,” Kryzda said. The buyers were offering to purchase the five-acre property and had included several option terms. The contract stated the transaction must be completed by Dec. 12 or the offer becomes invalid. “Your next meeting is Dec. 11,” she added. “I’m not expecting you to take specific action other than providing Mr. Vose with some direction.”
Vose explained that staff would need to rewrite the contract because the added options appeared on an improper form. “One of the most important pieces for understanding this whole thing is the buyer agrees to replace this initial standard-form contract with a more formal contract within seven days of formal acceptance,” he said.
He recommended that he and the Village’s broker, Kevin Powers, work directly with the prospective buyer to draft a proper agreement. The proposal includes a $75,000 payment for a one-year option, effectively allowing the buyers to lock in the property while conducting a 90-day due-diligence review.
Vose then outlined a request for a second one-year option, also for $75,000. He characterized it as a “broader second-phase due diligence they’re willing to pay for.” The buyers say they intend to build a healthcare campus and plan to submit a conceptual site plan by Dec. 5.
“At least in the initial opportunity I’ve had to look at the principals behind this entity, my read is these folks are real, to put it in the vernacular,” Vose said.
Councilwoman Karen Onsager, a real-estate broker, was the first to weigh in. “I read over this contract, and just like you said, it needs to be put on the proper form,” she said. “They’re paying for the option, but I think holding it another year out, we should consider some kick-out clause. I like the idea of selling it, but I’m a little apprehensive about holding it for $150,000 for two years. That would be my only concern.”
Asked to explain the terminology, Onsager noted that option contracts allow buyers to purchase time. “It’s not typical to see the 90-day due diligence. It’s typical they hold due diligence for the entire year,” she said. “I understand what they’re doing — they don’t want to commit until they know the property’s going to work for them.” The closing date, she added, would need correcting if a second option is included.
On the kick-out clause, she said: “If someone else comes forward and says, ‘I will put a contract on it,’ then that clause gives them 90 days to decide whether to purchase it, or we sell to the other person. And I feel like they need to come up with a little more option money if they’re going to hold it up for that second year.”
Councilwoman Phyllis Waters-Brown asked Vose what would happen if, after the 90-day review, the buyers opted not to continue. “During the first 90-day period, the $75,000 would be like a refundable deposit,” he said, calling that “very typical” in commercial real-estate deals.
“If after the 90 days they say yes, I want to continue — what happens then?” she asked.
“That $75,000 would become the Village’s at that point,” Vose said. “We get to put it to use, and it remains under the option for the rest of the year.”
Waters-Brown then raised concerns about utilities, noting that the parcel currently lacks water and sewer. Kryzda said those services may not arrive until a new water plant is completed in a few years.
“We’re having some conversations about doing things differently with our existing wells,” Kryzda said. “Until we get the site plan and know what they’re planning, it’s hard to say if it would have it or not.”
Waters-Brown also expressed concern about losing future property-tax revenue if the developer operates as a nonprofit. Vose responded that nonprofits performing community-benefit work often qualify for tax exemption. “Regardless of the tax consequences,” he added, “in the end it’s just one parcel.”
Onsager circled back to her preferred kick-out clause, but Mayor Carmine Dipaolo defended the option structure given the property’s utility delays.
“Whoever purchases it is going to have to wait up to two years to utilize that property,” he said. “I don’t know too many people who are going to spend that kind of money and just let it sit there. You’re talking $75,000 and $75,000 if you go for a second year. That’s $150,000 plus the $3 million — so that’s $3.15 million and a deal I would take.”
He stressed the Council was not voting but simply giving direction to Powers and the buyer. “These guys are real,” he said. “I don’t think they’d be here just to play a game.”
The Council then agreed to allow Vose to proceed with negotiations.
The only public speaker, community activist Linda Nycum, echoed Onsager’s and Waters-Brown’s concerns and questioned the stability of the limited-liability corporation formed to buy the property.
“The buyer ‘Building Tomorrow’s Infrastructure’ was formed on Nov. 13, according to their articles of incorporation,” Nycum said. “That’s not a lot of time to establish any history of good business practices, let alone financial stability. I expect our elected officials to do more due diligence before committing to this.”
The Council is scheduled to conduct a formal hearing on the revised contract Dec. 11.