HomeMy WebLinkAbout2008-279 R I
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELF, REAL ESTATE ("Agreement") is made
and entered into as of the 9th day of SePtember 2008 by and between PPDC
INVESTMENTS , LLC , A Florida limited liability company, whose address is 148 Vista Royal
Square, Vero Beach, FL 32962 (" Sellers") and Indian River County, a political subdivision of the
State of Florida (" County") , who agree as follows :
1 . Aareement 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 1875 43rd Avenue, Vero Beach, County of
Indian River, State of Florida and more specifically described in Exhibit "A, " containing
approximately 2 , 134 square feet or 0 . 049 acre, more or less, 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 Eighteen Thousand Seven Hundred Thirty Five Dollars & 00/ 100 ($ 18 , 735 . 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.
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.
3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property.
County shall , within thirty (3 0) days from receipt of the Ownership and Encumbrance Report, 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.
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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 .
5 . 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 parry 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, and pursue all remedies available hereunder and under applicable law; (ii) 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 Effective Date of this Agreement. 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) The Seller shall deliver to the County an affidavit, in form acceptable to the County,
certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such
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.
7 . Pro-rations . 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. If the Closing Date occurs during the time interval commencing on November 2 and ending
on December 31 , Seller shall pay all current real estate taxes and special assessments levied against
the Property, prorated based on the "due date" of such taxes established by the taxing authority
having jurisdiction over the Property. If the Closing Date occurs between January 1 and November
1 , the Seller shall, in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the
current real estate taxes and assessments , prorated to the Closing Date .
8 . 0 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 .
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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 .
8 . 4 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, as follows :
If to Seller : PPDC Investments LLC,
148 Vista Royal Square
Vero Beach, Florida 329682
Sandra G . Rennick, Esq .
979 Beachland Blvd .
Vero Beach, FL . 32963
If to County : Indian River County
1801 27h Street, Vero Beach, FL 32960
Attn: Bob Webb Land Acquisition
Either party may change the information above by giving written notice of such change as provided
in this paragraph.
8 . 6 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 . 7 . Counterparts . This Agreement may be executed in two or more counterparts, each one of
which shall constitute an original .
8 . 8 . Co= Approval Required : This Agreement is subject to approval by Indian River County as
set forth in paragraph 2 .
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8 . 9 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.
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first
set forth above .
SELLERS INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY ISSIONERS
PP a Florida limit liabiii o .
B fmw�# A 4 " 1 1
ra L. BowdekChrih&tnt
Patricia O . Yencho , er
Date Signed : Septmbe� 9 , 2008 '
Date Signed : I Z two t
ATTEST : J . K. &art4na
a>.
Approve as Xfan e I ficiency :
By
Approve
Clerk -°
William K. DeBraal
Deputy County Attorney By :
Deputy Clerk
Date Signed : `a 1 \ 1 zao�
Indian River County Administrator
B J
Joseph . B ird
Dat igned :
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-': EXHIBIT " A "
LAND DESCRIPTION : PARCEL 119
A PORTION OF A PARCEL OF LAND DESCRIBED IN OFFICIAL RECORDS BOOK 1754 , PAGE 217
OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA BEING A PORTION OF LOT 79
PINEWOOD SUBDIVISION , ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK
2 , PAGE 89 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA , LYING , SITUATED
AND BEING IN SECTION 4 , TOWNSHIP 33 SOUTH , RANGE 39 EAST , INDIAN RIVER COUNTY ,
FLORIDA , BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS .
COMMENCE AT THE EAST ONE - QUARTER ( E . 1 /4 ) CORNER OF SAID SECTION 4 ; THENCE
SOUTH 00' 01901 " WEST , ALONG THE EAST LINE OF SAID SECTION , A DISTANCE OF 748 . 45
FEET ; THENCE NORTH 89 ' 58 ' 59 " WEST , A DISTANCE OF 40 . 00 FEET TO A POINT ON THE
WEST RIGHT - OF - WAY LINE OF 43RD AVENUE ( STATE ROAD S - 6111 ) AS DESCRIBED IN SAID
OFFICIAL RECORDS BOOK AND TO THE POINT OF BEGINNING OF HEREIN DESCRIBED
PARCEL OF LAND ; THENCE SOUTH 00' 01 ' 01 " WEST , ALONG SAID WEST RIGHT - OF - WAY
LINE , A DISTANCE OF 86 . 65 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 7 ; THENCE
NORTH 88035159 " WEST , ALONG SAID SOUTH LINE , A DISTANCE OF 20 . 87 FEET ; THENCE
NORTH 01 ' 15121 " WEST , A DISTANCE OF 106 . 73 FEET TO A POINT ON THE NORTH LINE OF
SAID LOT 7 ; THENCE SOUTH 88' 35 ' 59 " EAST , ALONG SAID NORTH LINE , A DISTANCE OF
3 . 24 FEET TO A POINT ON THE WESTERLY RIGHT - OF - WAY LINE OF 43RD AVENUE AS
DESCRIBED IN OFFICIAL RECORDS BOOK 1575 , PAGE 2551 OF THE PUBLIC RECORDS OF
INDIAN RIVER COUNTY , FLORIDA ; THENCE SOUTH 44' 1729 " EAST , ALONG SAID
WESTERLY RIGHT - OF - WAY LINE , A DISTANCE OF 28 . 62 FEET TO THE POINT OF BEGINNING .
CONTAINING 0 . 049 ACRES , MORE OR LESS .
SUBJECT TO EASEMENTS , RESERVATIONS AND RIGHT - OF - WAYS OF RECORD .
BEARINGS SHOWN HEREON ARE BASED ON THE EAST SECTION LINE OF SAID SECTION 4 ,
HAVING A BEARING OF SOUTH 00601 ' 01 '9 WEST. ALL BEARINGS ARE RELATIVE THERETO .
CERTIFICATION :
I 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 .
;7
NOTE : THIS IS NOT A SKETCH OF SURVEY, BUT ONLY A
GRAPHIC DEPICTION OF THE DESCRIPTION SHOWN HEREON .
P WHITE THERE HAS BEEN NO FIELD WORK , VIEWING OF THE SUBJECT
PROFE& IONAL SURVEYOR & MAPPER PROPERTY, OR MONUMENTS SET IN CONNECTION WITH THE
N0 . 4213 , STATE OF FLORIDA PREPARATION OF THE INFORMATION SHOWN HEREON .
DATE : 11 - Z.2- 06 NOTE : LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR
RESTRICTIONS, RIGHTS -OF-WAY AND EASEMENTS OF RECORD.
PROJECT MANAGER DEPARTMENT MANAGER SCALE: CHECKED BY
ARC
ADIS
SHEET K P.C.W. DATE:1 = 30' D N BY
SKETCH OF DESCRIPTION 11 — -os JA.F.
ARCADIS G&M, INC. FOR S.R. 60 do 43RD AVENUE RIGHT—OF—WAY PROJECT NUMBER DRAWING NUMBER
2081 Vista Parkway Tel : 561 697-7000 Fax: (561 697-7751 AQUISMON PARCEL N0. 119 1027SD20B
( ) ) WP001027
Q West Palm Beach, Florida 33411 www.arcadis-us.com SHEET 2 OF 4
EXHIBIT '$ A "
SKETCH TO ACCOMPANY DESCRIPTION.
THIS IS NOT A SURVEY!
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In O . R . B . 17541 PG . 217
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+53.33 00 63.23' L T. Z
60.86' LT. Z WEST R/W LINE
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20.87' N01 ' 15'21 "W 106.73' N n
118 119
S44' 17 '29 "E
- - - - - S00'01 '01 "W 86. 65' 28. 62 �- - -
5 ' R/W ACQ . WEST I I EXISTING
O . R . B . . 1250 , o R/W LINE n o I POOR R/W LINE
PG . 2103 CO X61 I
( STATE ROAD S - 611 ) 00 1 +83. 50
119 + 00 Z 1 120 + 00
SOO 'O 1 '01 "W (BEARING BASE) S00' 01 ' 01 "W 748 . 45 '
EAST SECTION 43RD AVENUE
LINE SEC , P.O .C.
4 - 33 - 39 ( CLEMANN AVENUE ) EAST 1 /4 CORNER 1
EXISTING E SURVEY PER F . D . O . T SEC . 4 - 33 - 39
R/W LINE R/W MAP - PROJ . NO 88520 - 2150
STA : 126 +87. 93 1
NOTE : SEE SHEET 4 OF 4 FOR LEGEND I
PROJECT MANAGER DEPARTMENT MANAGER SCALE: CHECKED BY
ARCADIS P.C.W. P.C.W. P.C.W. P.C.W.
SHEET TITLE DATE: DRAWN BY
SKETCH OF DESCRIPTION 11 - -ofi J aF.
W FOR S.R. 60 do 43RD AVENUE RICHT—OF—WAY PROJECT NUMBER DRAWING NUMBER
ARCADIS G&M, INC.
2061 Vista Parkway Tel: (561 ) 697-7000 Fax: (561 ) 697-7751 AOUISITION PARCEL NO. 119 WP00t027 1027SD20B
West Palm Beach, Florida 33411 www.arcadis-us.com SHEET 3 OF 4
DISCLOSURE AFFIDAVIT
STATE OF FLORIDA
INDIAN RIVER COUNTY
BEFORE ME , the undersigned authority , personally appeared Patricia 0 , Yencho , Manager,
PPDCLLC a Florida limited liability Co . , Affiant, who , being by me first sworn , on oath , deposes and says :
1 . Affiant is the Managing Member of PPDC LLC , a Florida limited liability company ("Company" ) .
2 . The Company is the fee simple owner of the property located in Indian River County , Florida , and
legally described on Exhibits "A" and " B" attached hereto and by this reference made a part
hereof (" Property" ) .
3 . Affiant, as Managing Member of such Company , intends to convey Property to Indian River
County , a political subdivision of the State of Florida .
4 . The names and addresses of the members/persons holding a beneficial interest in the Property ,
and respective shares held by same as of today are as follows :
Patricia O . Yencho 39333 . 33
c/o 148 Vista Royale Square
Vero Beach, FL 32962
David G . O ' Connell 3 , 333 . 33
148 Vista Royale Square
Vero Beach, FL 32962
Cynthia O . Dampier 39333 . 33
148 Vista Royale Square
Vero Beach, FL 32962
5 . The above disclosure is made to the Chairman of the Indian River County Board of County
Commissioners , as required under Section 286 . 23 , Florida Statutes .
6 . Affiant has made the disclosure contained herein under oath subject to and with full knowledge of
the penalties prescribed for perjury under the laws of the State of Florida.
FURTHER AFFIA Z: SAYETH AUGHT .
W 0
Date � r'2�d� Patricia O . Y ch , Managing Member
I HEREBY CER Y that the foregoing instrument was subscribed and sworn and to before me
this day of 2008 , by Parician 0 . Yencho Managing Member of
PPDC , L. L.C . He is qersozql y known to me or produced the following identification :
Notary Public :
Sign
Printed Name & Commission Expiration :
Judith L*,.•�Pa����% JudKay
. ..;aCommission # D 258;....... Expires July
5010
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