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HomeMy WebLinkAbout2008-372 • ORIGINAL AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATES l BETWEEN INDIAN RIVER COUNTY AND PAUL A . AND MARY A . THORNTON THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 18th day of November , 2008 , by and between Indian River County , a political subdivision of the State of Florida ("the County") , and Paul A . and Mary A . Thornton , husband and wife (" Sellers") , who agree as follows : WHEREAS , Paul A . and Mary A . Thornton owns property located at 6700 37th Street , Vero Beach , Florida . A sketch and legal description of the property is attached to this agreement as Exhibit "A" and incorporated by reference herein ; and WHEREAS , the County , is scheduled to expand 66th Avenue in the future and the road expansion will impact and affect the Thornton ' s property ; and WHEREAS , in order for the County to proceed with its road expansion plans , the County needs to purchase property to be used as right-of-way from landowners adjacent to 66th Avenue ; and WHEREAS , the County has contacted the Thorntons and has offered to purchase an approximately 0 . 268 acre parcel of property from the Thorntons to be used as right-of- way as depicted on Exhibit "A" (the Property) ; and WHEREAS , the County is prepared to take the Property by using its power of eminent domain ; and WHEREAS , the Thorntons and the County wish to avoid the risk , time and expense of litigation by entering into this agreement for sale and purchase of the Property ; NOW, THEREFORE , in consideration of the mutual terms , conditions , promises , covenants and premises hereinafter, the COUNTY and SELLER agree as follows : 1 . Recitals . The above recitals are affirmed as being true and correct and are incorporated herein 2 . Agreement to Purchase and Sell . The Seller hereby agrees to sell to the County , and the County hereby agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement , that certain parcel of real property located at 6700 37th Street , Vero Beach , Florida and more specifically described in the sketch and legal description attached as Exhibit "A" , containing approximately 0 . 268 acre , and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto (collectively , the " Property") . 1 ORIGINAL 2 . 1 Purchase Price , Effective Date . The purchase price (" Purchase Price ") for the Property shall be $ 13 , 865 . 34 (Thirteen Thousand Eight Hundred Sixty- Five and 34/00 Dollars) . 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 . 3 . Title . Seller shall convey marketable title to the Property by warranty deed free of claims , liens , easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and covenants , restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing ; and ( b) none of the foregoing prevents County's intended use and development of the Property (" Permitted Exceptions " ) . 3 . 1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property . County shall within fifteen ( 15) days following the Effective Date of this Agreement deliver written notice to Seller of title defects . Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified , or ( b ) County delivers notice and Seller cures the defects within thirty ( 30) days from receipt of notice from County of title defects ("Curative Period ") . Seller shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period , County shall have thirty ( 30) days from the end of the Curative Period to elect , by written notice to Seller, to : ( i ) to terminate this Agreement , whereupon shall be of no further force and effect , or ( ii) extend the Curative Period for up to an additional 90 days ; or ( iii) accept title subject to existing defects and proceed to closing . 4 . Representations of the Seller. 4 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property , and is the sole owner of and has good right, title , and authority to convey and transfer the Property which is the subject matter of this Agreement , free and clear of all liens and encumbrances . 4 . 2 From and after the Effective Date of this Agreement , Seller shall take no action which would impair or otherwise affect title to any 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 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 . 2 ORIGINAL 5 . Default . 5 . 1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall , at its sole option , be entitled to : ( i) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance , damages , or otherwise against the County ; or ( ii ) waive the County' s default and proceed to Closing . 5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance , damages or otherwise against the Seller; or ( 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 45 days following the receipt of the Appraiser' s Final Report . The parties agree that the Closing shall be as follows : (a ) The Seller shall execute and deliver to the County a warranty deed conveying marketable title to the Property , free and clear of all liens and encumbrances and in the condition required by paragraph 3 . ( b) The Seller shall have removed all of its personal property and equipment from the Property and Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so , County may use a portion of Purchase Price funds to satisfy the encumbrances . (d ) If the Seller is a non - resident alien or foreign entity , Seller shall deliver to the County an affidavit , in a form acceptable to the County , certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . (e ) 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 . 6 . 2 Taxes . All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller. 7 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing documents . 3 ORIGINAL 7 . 1 County shall pay the following expenses at Closing : 7 . 1 . 1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement . 7 . 1 . 2 Documentary Stamps required to be affixed to the warranty deed . 7 . 1 . 3 All costs and premiums for the owner's marketability title insurance commitment and policy , if any . 7 . 2 Seller shall pay the following expenses at or prior to Closing : 7 . 2 . 1 All costs necessary to cure title defect(s) or encumbrances , other than the Permitted Exceptions , and to satisfy or release of record all existing mortgages , liens or encumbrances upon the Property . 8 . 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 Condemnation . In the event that all or any part of the Property shall be acquired or condemned for any public or quasi-public use or purpose , or if any acquisition or condemnation proceedings shall be threatened or begun prior to the Closing of this transaction , County shall have the option to either terminate this Agreement , and the obligations of all parties hereunder shall cease , or to proceed , subject to all other terms , covenants , conditions , representations and warranties of this Agreement , to the Closing of the transaction contemplated hereby and receive title to the Property ; receiving , however , any and all damages , awards or other compensation arising from or attributable to such acquisition or condemnation proceedings . County shall have the right to participate in any such proceedings . 8 . 3 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 . 8A Assignment and Binding Effect , Neither County nor Seller 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 . 5 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 : 4 ORIGINAL If to Seller: Paul A . and Mary A . Thornton 6700 37" Street Vero Beach , FL 32966 If to County : Indian River County 1801 27th Street Vero Beach , FL . 32960- 3388 Attn : Land Acquisition/Louise Gates Either party may change the information above by giving written notice of such change as provided in this paragraph . 8 . 6 Survival and Benefit . Except as otherwise expressly provided herein , each agreement , representation or warranty made in this Agreement by or on behalf of either party , 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 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 . 7 Attorney' s Fees and Costs . In any claim or controversy arising out of or relating to this Agreement , each party shall bear its own attorney' s fees , costs , and expenses . 8 . 8 . Counterparts . This Agreement may be executed in two or more counterparts , each one of which shall constitute an original . 8 . 9 . County Approval Required : This Agreement is subject to approval by the Indian River County as set forth in paragraph 2 . 8 . 10 Beneficial Interest Disclosure : In the event Seller is a partnership , limited partnership , corporation , trust , or any form of representative capacity whatsoever for others , Seller 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 . 11 Fees and Costs : County agrees to pay 5 % of the purchase price ($693 . 27 ) for costs and attorneys fees . 8 . 12 County agrees to replace fence currently in the proposed right-of-way and re- construct the same onto the Seller' s property . 5 ORIGINAL 8 . 13 County agrees to replace the native trees and vegetation in the proposed right-of- way to create a buffer on the Seller' s frontage . 8. 14 "Seller acknowledges receipt of the "Notice to Owner" and understands hLer rights granted under Florida Law Chapters 73 and 74. " Initials IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . INDIAN RIVER COUNTY , FLORIDA BOA OF COUNTY COMMISSIONERS WeJpy; S _Davis , Chairman P ul A . Thornton Date Appfoved - bY -sC 1, 1, 11 11 % 10 '% Mary A . Thornton Date ATTEST : f r Jeffrey - QrtonfaCIE. ircuit Court b� pu Clerk Approved : Yoseph . Baird , County Administrator Ap r v as Form n al Sufficiency : � County Attorney G 6 SKETCH TO ACCOMPANY DESCRIPTION . THIS IS NOT A SURVEY! LEGEND: k — BASELINE c IRFC — INDIAN RIVER FARMS COMPANY co L — LEFT U O.R.B. — OFFICIAL RECORDS BOOK P.B. — PLAT BOOK '— PG. — PAGE R — RIGHT c� R/W — RIGHT—OF—WAY STA. — STATION S.L.C.R. — ST. LUCIE COUNTY RECORDS — — — — — — — — — — — — — — — — — — — — III TRACT 16 III P.B. 2. PG. 251 III S.L.C.R, III I OWNERS: PAUL A. THORNTON I I f AND MARY A. THORNTON III ADDRESS: 6700 37TH STREET III VERO BEACH, FL. , 32966 III PID - 32393000001016000001 .0 o III SECTION 30-32-09 o III + - -•.� �--3' I Lo +6 DIE.,D.E., D.B. 100, PG. 317ci I U) 3 ,yill~ NW05153"E I a 50.00 15' T.c.E °' � ( SW07'23V - - - - jam- 34- LT450.00= 151 I 150 499 + 00 501 + 00 502+ 00 503+ 00 504+ 00 SOUTH LINE OF TRACT 16 NW07"23wE 50.00 0 37th STREET (BARBER ROAD) SOUTH LINE OF SECTION 30 - 32 - 39'� S89' 34 ' 33 "E ( BEARING BASE) 60' SUB - LATERAL "A-5" CANAL INDIAN RIVER FARMS CO. PLAT OF LANDS P. B. 2 , PG. 25, S.L.C.R. OWNERS: PAUL A. THORNTON AND MARY A. THORNTON 2 PRO= 1WiAM DOMMEW MWAM SCALE: CNECKM BY ARCADIS �" 2e o o UY ARCADIS U.S ., INC . ADDITIONAL R/W PRGEa NUMBER DRAWING NUMBER s mel warePminray Tet (M) W-7DDD FMC (561) esu7751 WP001053 1053SD154 Q West Pain BOW% FlatWa 33411 wwwanaftio m sw 2 OF 2 SKETCH TO ACCOMPANY DESCRIPTION , THIS IS NOT A SURVEY ! LOCATION MAP: NOT TO SCALE 26al 25 41 t Rd . . S. Giffor _ - - � - - 30 p 29 j, 28 37th St � Barber I Ave . —P iSK +� I Cherry OWNERS: s P 33rd �O t . Lane PAUL A. THORNTON AND 33 0 36 31 3Y � MARY A. THORNTON am ' Walker ^ Ave . c Vmo tl Fav VY , LL 4 60 s LEGAL DESCRIPTION: PARCEL 150 (ADDITIONAL ROAD RIGHT-OF-WAY) A PARCEL OF LAND BEING THE NORTH 50.00 FEET OF THE SOUTH 80.00 FEET OF THAT PARCEL OF LAND DESCRIBED IN OFFICIAL RECORDS BOOK 1369, PAGE 921 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA, LYING WITHIN .TRACT 16, INDIAN RIVER FARMS COMPANY PLAT OF LANDS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE 25, PUBLIC RECORDS, SAINT LUCIE COUNTY, FLORIDA, ALL SAID LANDS LYING WITHIN SECTION 30, TOWNSHIP 32 SOUTH , RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA. CONTAINING 0.268 ACRES, MORE OR LESS. TOGETHER WITH : TEMPORARY CONSTRUCTION EASEMENT A PARCEL OF LAND BEING THE NORTH 15.00 FEET OF THE SOUTH 95 .00 FEET OF THAT PARCEL OF LAND DESCRIBED IN OFFICIAL RECORDS BOOK 1369, PAGE 921 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA, LYING WITHIN TRACT 16, INDIAN RIVER FARMS COMPANY PLAT OF LANDS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2. PAGE 25, PUBLIC RECORDS, SAINT LUCIE COUNTY, FLORIDA. ALL SAID LANDS LYING WITHIN SECTION 30, TOWNSHIP 32 SOUTH , RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA. SAID EASMENT LYING NORTH OF AND ADJACENT TO THE AFOREMENTIONED PARCEL 150. CERTIFICATION : 1 HEREBY CERTIFY THAT THE DESCRIPTION AND ATTACHED SKETCH OF DESCRIPTION WERE PREPARED IN ACCORDANCE WITH THE SURVEYING STANDARDS, CHAPTER 61G17-6, FLORIDA ADMINISTRATIVE CODE, AS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL SURVEYORS & MAPPERS, PURSUANT TO SECTION 472.027, FLORIDA STATUTES, AND IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. THIS LEGAL DESCRIPTION AND SKETCH IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VAUD. NOTE THIS IS NOT A SKETCH OF SURVEY, BUT ONLY A GRAPHIC DEPICTION OF THE DESCRIPTION SHOWN HEREON. THERE HAS BEEN NO FIELD WORK, VIEWING OF THE PERRY C. WHITE SUBJECT PROPERTY, OR MONUMENTS SET IN CONNECTION PROFESSIONAL LAND SURVEYOR AND MAPPER WITH 111E PREPARATION OF THE INFORMATION SHOWN LICENSE NO. 4213, STATE OF FLORIDA HEREON. NOTE: LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RESTRICTIONS, RIGHTS—OF—WAY AND DATE: 9/26/07 EASEMENTS OF RECORD. V PRMaMANAGER OEPWD M MANAGER SCALE: OEM BY ARCADIS oSHM Tm ' 1 80 KwQQE- ORM BY / , ,. ARCADIS U.S ., INC. ADDITIONAL R/W PRQ�Cr Nu► owAwalc NUMBER 201 V°" ' TBL (MI) ON-= R)c (561) 6974751 WP001053 1053SD154 01weal Peon Beach, Fbdde 39411 www.ercomm xam sHEEr 1 of 2