Loading...
HomeMy WebLinkAbout2006-362 7 � AGREEMENT TO PURCHASE AND SELL REAL ESTATE OIL THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement') is made and entered into as of the 06"' day of September, 2006 by and between Indian River County, a political subdivision of the State of Florida ("County"), and Charles W. Behler, Jr. and Kathleen M . Behler, his wife, ("Seller"), who agree as follows : 1 . Agreement to Purchase and Sell and Grant. 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 8641 70`h Avenue (aka Powerline Road), Vero Beach, County of Indian River, State of Florida and more specifically described in Exhibit "A, Behler ROW" containing approximately 3 ,971 square feet, .091 acres, zoned A- 1 , Agricultural, and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto. Additionally, the Seller agrees to grant to the County a 10-foot Easement for utility, drainage, sidewalk and pedestrian purposes described in Exhibit "A, Behler Easement", containing approximately 2, 828 . 50 square feet, (collectively, the "Property"). 2 . Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property shall be Nine-Thousand-One-Hundred- Dollars and 00/ 100 Cents (S 9, 100 .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 (30) 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 - 1 - F:\Engineering\Robert Webb\powerlinerd\Behler - Agreement.doc _ 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. 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 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, and pursue all remedies available hereunder and under applicable law; (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 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 . Prorations. 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. - 2 - FAEngineeringUtobert WeWpowerlinerd\Behler - Agreement.doc 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 . 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 or facsimile transmission, as follows : If to Seller: Seller : Charles W. Behler, Jr. and Kathleen M . Behler Address : 712 Jefferson Street City, State, Zip: Lehighton, Pa. 18235 -9217 If to County : Indian River County 1840 25`h Street, Vero Beach, FL 32960 Attn: Ron Callahan/Engineering Division Either parry 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. - 3 - R\Engineering\Robert WeWpowerlinerdTehler - Agreement.doc 8 .7 Attomev' 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 in rest in Seller. Dc_ Lt4 a 0 ?• " Rge IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. SELLER: INDIAN RIVER COUNTY, FLORIDA BOARD OF COUN Y COMMISSIONERS Name : C arles W. Behler, r. /pJ B . By: Arthur R. Mbberger, C it n p _ � v D / Date Signed: ' O7ttobe`r 24 , 2005 Date Signed : 7 6 ATTEST : J.K. Barf* 'Clerk a ^ SELLER: BY: �i12J�.Q Name: Kathleen M. Behler Deputy Clerk tl Date Signed: /O a, 7 - 66 By: Date Signed: � By: , Ronald L . Callahan, Real Estate Acquisition Agent Date Signed : 10111 .104, APPROVED AS TO FORM AND LEGAL SLIF,FICI / B - 4 - WILLIAM . DEB RAWL ASSISTANT COUNTY ATTORNEY FAEngineeringlRobert WeWpowerlinerdlBehler - Agreement.doc ON P L A T T EO P.L0. {J1J➢JO (XXV0 5000 ONn5.O N ME O£ S. I I61.J5' Of SE I f WSW. 1 f SEOTpN S0, TMP. JI Sl] W ROE J9 FAS/ 10.0' 13.0 12.0' 13.8'1 Description I I I ltl6 East 25 feet of the North 28285 feet of the South 1161 .35 fast of the Southeast 1/4 of the Southwest 1/4 of Section 30, 25' Township 31 South. Range 39 East, Indian River County, Florida, LESS AND EXCEPT THEREFROM i y Existing right—of—way as shown on Maintenance Map of g 70th Avenue as recarded in Plat Book Pages and —, of the Public Records of Indian River County Florida. We- + g 5 a I y All 2 J 1 1 W U Z NI I V yy O 186' w N I 1 . This is not a survey. O O 2. Reproductions of this sketch 0q O re O anot Vvalid unless it neara ,a O N u1 the signature and kennel raised Do p m Sur of a Florida rcaneed o0 Surveyor 8 Mapper. O I W O a o I GRAPHIC SCALE 0 15 30 gp li ' (IN FEET) OI 1 inch = 30 feetI I a O R l � l Deacrbed Parcel I ttlATatE ' 3971 SaUME FEU, T I oI 4W' I S 1/NE OF N 2820.5. OF S 161.35'I/f OF SE 1 f OF S.W. SFCRON J0, IIIP, J} SW1N, RGE Je FAST lU,¢' 15_0'_ 1 ' BNPLAT, TFO I P.ID. /JIJpJO oaaao sacs OW0a.0 m REVISED 2/16/06 m S S ?/xi+ Sketch lof DescdptlOn Behler-ROW _ TMJ, s• ^ ME William B. Zentz & Associates, Inc. ae Na. PrOfWAbnel8uv*Y0r8& 1fi pw8 178-001 lRorepro MTF 68 Old Dixie Highway 2161O6Varo \AZ Beach, FI 32962 Phone: (772) 567 -7552 w¢Lug B. 2ENTZ srrFET Fax : (772) 567- 1751 R£CI37FMO tA/rN su No. 5276 Men STATE OF FTOR/aA } Parcel ID 4 30-39-31 -00000-0500-00014 .0 This Grant of Easement, made and executed this LgX,O� . day of A.D ., 2006 by Charles W. and Kathleen Behler whose address is 712 Jefferson Street, Le ighton, Pa. 18235-9217 hereinafter called GRANTOR* , to IlVDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, whose address is 1840 251 Street, Vero Beach, Florida 32960, hereinafter called GRANTEE* * Whenever used herein the term GRANTOR and GRANTEE include all parties to this instrument and their heirs, legal representatives, successors and assigns. WITNESSETH.• That GRANTOR for and in consideration of the sum of One Dollar and other consideration, receipt of which is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto the GRANTEE a drainage, utility, and sidewalk easement along, over, across, and beneath the following described land, situate in Indian River County, Florida, to-wit: EXHIBIT "A " ATTA CHED HERETO AND MADE A PART HEREOF And GRANTOR hereby covenants with said GRANTEE that is lawfully seized of said servient land in fee simple, and that it has good right and lawful authority to convey the easement established hereby, subject to mortgages and other encumbrances or restrictions of record . IN WITNESS WHEREOF, the GRANTOR has herein set its hand and seal the day and year first above written. Signed, sealed and delivered in the presence of: f Sign —Pil �ttti PrinteaAmeof ness M*, C. 4,a u = Charles W . Behler Ti- - igm toness .4yA; attc E . f.0ofh Y�atheenBehler STATE OF FLORIDA COUNTY OF INDIAN RIVER 7F yThe foregoing instrument was acknowledged before me this o? day of Selo r 2006 by is personally known to me or produced i)kwe^ a as-identification . NOTAW,TVIWC V.�MA sl name and�mmmP5St6n # ' Fre r C Mam4A• s . , 3. � :r. �" " tires F :\E.ngineering\koberl Webb\powerlinerd\behlerperm easement.doc U NP f. AT T ED P-f Oa /JI1910 OWW 5000 000mo N. l COFS. 1161.15 OF SE 1/{ OF SW. sffmn M MP. JI SO M, ROE 19 MT f10.0 13.0' 12.0 IV I I 35' Description �L 1 I a The West 10 feet of the East 35 feet of the North 282.85 feet ofV/ 256 _ 1 the South 1161 .35 feet of the Southeast 1 /4 of the Southwest x 1 /4 of Section 30, Township 31 South, Range 39 East, Indian I 1 0U River County, Florida. o ti I x = s yW 1I i Vg a � LJ Va Notes 1 . This is not a survey. W Q l + Z Reproductions of this sketch ora not valid unless It beare ti D of m U the signature and original raised O IN of cril seal of a Florida licensed Q o In m 1 w Surd ycr & Mapper. I o z n + J n 0 1 I p 1 a � 1 G9APHC SCALE a 0 15 30 so 4o I z ZI I z LU (IN FEET) 1 / ii� I 1 inch = 30 feet / W QLo I K j Deecrbed Parcel (FE0) 2828 SQUARE FEET, f 1 ^ 1 o Trn I S ❑NE a0 K Z6Z aF S. 115135' of SE I/{ aF 1/ 14 5' 110.5' S.W. 1/{ SEC@Y! JO, iw'. Jr SJUM, RCE 39 FAST U N P L AT T EO P10. /JIJ9d0 a0oe� 50LC oodr3.a 4i 3E CORNER OF SE t/4 OF Sketch of Description Sehler-Easement E Jl William B. ZentZ & Associates, Inc. ,e Na. Profeawtone/ Sf4yeYoredMeppeFa / f/J� 17e--001 CEFIIFMATE. oT Old Dixie Hi hwto) y se40 ----±'�1C 2710 684. Old Dixie Highway 9/2:/05 Vero beach, FI 32962 Phone: (772) 567 -7552 w2ltq.0 R. , PLSSYr OF Fox : ()r72) 567- 1751 RE015TDWo Sth?*M ]6 r r .AY ITT ::.