HomeMy WebLinkAbout2008-1262-z,�Z
Parcel ID # 20-31-38-00000-7000-00004.0
ORIGH
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UAL
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT PURCH SE SELL REAL ESTATE ("Agreement') is made
and entered into as of the me ay of j PR I L , 2008 by and between Indian River County,
a political subdivision of the State of Florida ("County"), and Yoko Osawa and Yuko Matsuda, each
with an undivided `/z interest, ("Seller"), who agree as follows:
1. Agreement to Purchase and Sell. The Sellers hereby agree to sell to the County, and the
County hereby agrees to purchase from Sellers, upon the terms and conditions set forth in this
Agreement, that certain parcel known as "A portion of the Southeast quarter of the Northwest
quarter of the Southeast quarter of Section 20, Township 31 South, Range 38 East' located on
County Road 512, Vero Beach, County of Indian River, State of Florida and more specifically
described in Exhibit "A," containing approximately 8,489.58 square feet or 0.19 acres, zoned CG,
General Commercial with a land use of C/I, Commercial/Industrial and all improvements thereon,
together with all easements, rights and uses now or hereafter belonging thereto (collectively, the
"Property).
2. Purchase Price, Effective Date. The purchase price, ("the Purchase Price") for the Property
shall be One Hundred Forty -Four Thousand One Hundred Fifty and 00/100 Dollars ($ 144,150.00).
The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be
the date upon which the County shall have approved the execution of this Agreement, either by
approval by the Indian River County Board of County Commissioners at a formal meeting of such
Board or by the County Administrator pursuant to his delegated authority.
Title. Sellers shall convey title to the Property by deed subject to property taxes for 2008.
3.1 County may order an Ownership and Encumbrance Report with respect to the Property.
County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, elect,
by written notice to Sellers, to: (i) to terminate this Agreement, whereupon this Agreement shall be
of no further force and effect, or (ii) accept title subject to any existing defects and proceed to
closing.
Representations of the Sellers.
4.1
Sellers
are indefeasibly seized of marketable,
fee simple title to the Property, and are the sole
owners
of and
have good right, title and authority to
convey and transfer the Property which is the
subject
matter
of this Agreement.
4.2 From and after the Effective Date of this Agreement, Sellers shall take no action which would
impair or otherwise affect title to the portion of the Property, and shall record no documents in the
Public Records which would affect title to the Property, without the prior written consent of the
County.
4.3 There are no existing or pending special assessments known to Sellers affecting the Property,
which are or may be assessed by any governmental authority, water or sewer authority, school
district, drainage district or any other special taxing district.
Parcel ID # 20-31-38-00000-7000-00004.0
Default.
5.1 In the event of a default by the County, the Seller shall be entitled, as its sole remedy
hereunder, to terminate this Agreement and neither the Seller nor any other person or party shall have
any claim for specific performance, damages or otherwise against the County.
5.2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall
be entitled to: (i) terminate this Agreement by written notice delivered to the Seller at or prior to the
Closing Date, (ii) obtain specific performance of the terms and conditions hereof, or (iii) waive the
Seller's default and proceed to Closing.
6. Closing.
6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take
place within thirty (30) days following the Effective Date of this Agreement. The parties agree that
the Closing shall be as follows:
(a) The Sellers shall execute and deliver to the County a warranty deed conveying marketable
title to the Property.
(b) The Sellers shall have removed all of its personal property and equipment from the Property
and Sellers shall deliver possession of the Property to County vacant and in the same general
condition that existed at the Effective Date hereof.
(c) The Sellers shall deliver to the County an affidavit, in form acceptable to the County,
certifying that the Sellers are not non-resident aliens or foreign entities, such that the Sellers
and such interest holders are not subject to tax under the Foreign Investment and Real
Property Tax Act of 1980.
(d) The Seller and the County shall each deliver to the other such other documents or
instruments as may reasonably be required to close this transaction.
(e) In the event there is no closing of this transaction within ninety (90) days of the date of
Sellers' execution of this Agreement to Purchase and Sell Real Estate, then this Agreement
shall terminate and the parties hereto shall be released forthwith from any and all obligations
and liabilities under this agreement.
6.2 (a) County will pay documentary stamp tax, all recording fees, and all costs associated
with the preparation of all closing documents.
(b) County will pay the amount of $10,000.00 to Brigham, Moore, LLP, as a reasonable
sum for attorney's fees.
(c)
County will pay the
amount of $3,773.00
to JMD
Engineering, Inc., as a reasonable
sum
for engineering services on behalf of the
Seller.
(d) County will pay the amount of $1,980.00 to Donald Money, LLC, as a reasonable
2
Parcel ID # 20-31-38-00000-7000-00004.0
sum for appraisal services performed on behalf of the seller.
(e) County will the amount of $1,394.80 to Joseph Roles and Assoc., Inc., as a
reasonable sum for drainage engineering services performed on behalf of the seller.
7. Prorations. All valid property taxes which are a lien upon the property on or prior to the
Closing Date shall be paid by the Sellers.
Miscellaneous.
8.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in
the Southern District of Florida for all federal court matters.
8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to this transaction and supersedes all prior agreements, written or oral, between the
Seller and the County relating to the subject matter hereof. Any modification or amendment to this
Agreement shall be effective only if in writing and executed by each of the parties.
8.3 Assignment and Binding Effect. Neither County nor Sellers may assign its rights and
obligations under this Agreement without the prior written consent of the other party. The terms
hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors
and assigns.
8.4 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified
mail, return receipt requested, or if sent via "overnight' courier service or facsimile transmission, as
follows:
If to Sellers: Robert C. Byrne, Esq., Attorney at Law
Brigham Moore, LLP
2525 Ponce deLeon Blvd., Suite 625
Coral Gables, FL 33134-6051
If to County: Indian River County
1801 27th Street
Vero Beach FL 32960-3365
ATTN: William DeBraal, Esq.
Deputy County Attorney
Either party may change the information above by giving written notice of such change as provided
in this paragraph.
8.5 Survival and Benefit. Except as otherwise expressly provided herein, each agreement,
representation or warranty made in this Agreement by or on behalf of either parry, or in any
instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and
the consummation of the transaction provided for herein. The covenants, agreements and
undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on
Parcel ID # 20-31-38-00000-7000-00004.0
only by the other party hereto, its successors and assigns, and are not made for the benefit of, nor
may they be relied upon, by any other person whatsoever.
8.6. Counterparts. This Agreement may be executed in two or more counterparts, each one of
which shall constitute an original.
8.7. County
Approval
Lieu
of Eminent
Required:
This
Agreement is subject to approval by the Board of County
Commissioners of
Indian
River County as set forth in paragraph 2.
8.8 Beneficial Interest Disclosure: In the event Seller is a partnership, limited partnership,
corporation, trust, or any form of representative capacity whatsoever for others, Sellers shall provide
a fully completed, executed, and sworn beneficial interest disclosure statement in the form attached
to this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section
286.23 prior to approval of this Agreement by the County. However, pursuant to Florida Statutes
Section 286.23 (3)(a), the beneficial interest in any entity registered with the Federal Securities and
Exchange Commission, or registered pursuant to Chapter 517, Florida Statutes, whose interest is for
sale to the general public, is exempt from disclosure; and where the Seller is a non-public entity, that
Seller is not required to disclose persons or entities holding less than five (5%) percent of the
beneficial interest in Seller.
8.9
Conveyance in
Lieu
of Eminent
of the
Domain.
It is understood by the parties that this contract is
where the county's sidewalks terminate at Sellers' property.
entered
by SELLERS
under
the threat and in lieu
of condemnation.
9.0 Additional Terms and Conditions:
9.1 Pursuant to this Agreement, County at closing, shall, via wire transfer, deposit into the
Brigham, Moore, Trust Account the amount of $161.297.80, which shall be distributed by attorney
representative in accordance with the terms of this Agreement.
9.2 Sellers, in determining the consideration to be paid for the property has relied upon the Road
Construction Plans attached hereto as composite Exhibit "A" and the County agrees to construct its
road project in the area of the Sellers' remainder parcel in accordance with the attached plans.
County agrees to provide a hydraulic connector between Sellers' remainder property and the roadside
swale and to provide periodic maintenance at its expense as needed for said connection to insure
proper function. The terms and conditions of this paragraph shall survive the closing.
9.3
The County agrees to
construct
and maintain safety barriers at the east and west property lines
of the
Sellers' property at the
locations
where the county's sidewalks terminate at Sellers' property.
Parcel ID # 20-31-38-00000-7000-00004.0
The terms and conditions of this paragraph shall survive the closing.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as ofthe date first
set forth above.
SELLER:
Name: Yoko Osawa
By:��� <i
DateSigned:
STATE 01`1%4i-��
COUNTY OF
Te foregoi instrument was acknowledged before me this =3
I day of 'rnati , 2008,
by 0 J 1J/Jlf uJai who iseerjVk7noTwnto me r who produced
as ident
aS
SELLER:
Name: Yuko Matsuda
By:
Date Signed:
STATE OF { Lp ¢—kO p�
COUNTY OF P »s +„ (-StC{ to
The foregoing instrument was
by
as
Commission Expires 111ay to y
A before met 's 2A day of 008,
is personally known to me r who produced
My Commission Expires
INDIAN
BOARD
Approve&by BCC Aja may, 2008
ATTEST:
Jeffrey K. Barton, Clerk of Circuit Court
Deputy Clerk
p r as t ormit
ufficiency:
PZ
County Attorney
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