HomeMy WebLinkAbout2007-095(1of2) Ai 14 07
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AGREEMENT TO PURCHASE AND SELL
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE (°Agreemenf'). is,made
I.and entered into as of the 24th day of January 2007 , by and between Indian River County,
a political subdivision of the State of Florida ("County") , and
Edna C . Franks and Lois Franks Rice ("Seller') , who agree as follows :
1 . 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 68808 th Street County of
Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and
incorporated by this reference containing approximately 12 , 750 square feet, and all
improvements thereon , togetherwith 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 Sixty- Eight Thousand Three Hundred and 001100 Dollars
($ 168 , 300 . 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 (" 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
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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.
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 60 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. The Seller will be allowed to remove
the kitchen appliances and water treatment system.
(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 .
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6 . 2 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 .
7 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing
documents .
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
S£LLER Seller pursuant to this Agreement
YA442FA eller shall pay the following expenses at or Orior to Closing :
7 . 2 . 1 Documentary Stamps required to be affixed to the warranty deed .
7 . 2 . 2 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
7 . 2 . 3 Seller shall pay all recording fees .
7 . 2 . 4 All costs necessary to cure title defect(s) or encumbrances , other than the
ermitted Exceptions ,
upon the Property EON
Ek ank n
7 . 3 The Seller and County shall each pay their own attorneys' fees .
8 . Miscellaneous . As was discussed in negotiations , the Seller may take items of personal
property from the Property that are not attached . Seller agrees to provide Buyer a list of items to
be removed from the Property subject to approval by Buyer. See item 6 . 1 ( b)
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 .
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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 . See
attached Exhibit " B" Lease Agreement.
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: Edna C . Franks and Lois Franks Rice
Address : 6880 8`h Street
City , State , Zip : Vero Beach , FL 32968-9788
If to County : Indian River County
184025 th Street, Vero Beach , FL 32960
Attn : Louise Gates , RE Acquisition Specialist
Engineering Division
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
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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 County may obtain a survey of the Property. If the size of the Property differs from the
size shown on the tax map , County shall within fifteen ( 15) days following the Effective Date of
this Agreement, determine whether or not the size difference substantially affects County's
planned use, County shall within said fifteen ( 15) days , terminate this Agreement by written
notice to Seller, whereupon shall be of no further force and effect.
8 . 12 Lease-back: The Seller will be allowed to lease back the property , legally described in
Exhibit "A", at no charge commencing upon effective date for a period of one ( 1 ) year or until the
8th Street road-widening construction starts , whichever comes sooner. Should the project start
date be postponed , the County may extend the Lease at the County's discretion . The County
and the Seller will enter into a Lease incorporated by this reference . The Lease will commence
on the closing date .
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date
first set forth above.
SELLER : COUNTY:
ic
Name : Edna C . Franks INDIAN RIVER COUNTY, FLORIDA
By
�.. Gary QoWbibeler, Chairmar .
Date Signed : 8— O Date Signed ;
a ;.n
Attest J K,`8arton , Clerk
Name : Lois Franks Rice
By
By A.[7t30 fAIDIrYlJ;Cj uC , Deputy Clerk
Date Signed : / � X67 By
Ron Callahan , Land Acquisition Agent
Approved: 1
By(
/1�` t ) 1
! Co" Administrator
App e s to fo and lega of iency:
By
County Attorney
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LEGAL DESCRIPTION EX H I B I T "A "
AS PER OFFICIAL RECORDS BOOK 933 , PAGE 2937 :
THE EAST 75 FEET OF THE SOUTH 200 FEET OF THE WEST 5 ACRES OF THE EAST 15
ACRES OF TRACT 15 , SECTION 7 , TOWNSHIP 33 SOUTH , RANGE 39 EAST ACCORDING TO
THE LAST GENERAL PLAT OF THE LANDS OF THE INDIAN RIVER FARMS COMPANY
SUBDIVISION AS RECORDED IN PLAT BOOK 2, PAGE 25 OF THE PUBLIC RECORDS OF ST.
LUCIE COUNTY, FLORIDA; SAID LANDS NOW LYING ANG BEING IN INDIAN RIVER COUNTY,
FLORIDA.
LESS THAT 30 SOUTH FEET FOR ROAD PURPOSES , AS PER SAID PLAT BOOK 2 , PAGE 25 .
LEGEND & ABBREVIATIONS SURVEYOR ' S NOTES
BB) - BASIS OF BEARINGS 1 . TYPE OF SURVEY: BOUNDARY
C) = CALCULATED 2 . BEARING REFERENCE : THE SOUTH LINE
D) = DEED OF SECTION 7 IS ASSUMED TO BEAR
M = FIELD MEASURED S89- 4-21063)E, ALL OTHER BEARINGS ARE
A�C =AIR CONDITIONING RELATIVE THERETO .
C . M . = CONCRETE MONUMENT 3 . DATE OF FIELD SURVEY:
ELECT. = ELECTRIC FEBRUARY 20 , 2007
FD . = FOUND 4. UNLESS THIS SURVEY BEARS THE
I . P . = IRON PIPE SIGNATURE AND ORIGINAL RAISED SEAL
I . R ./CAP = IRON ROD AND CAP OF A FLORIDA SURVEYOR AND MAPPER ,
L. B . = LICENSED BUSINESS THIS DRAWING SKETCH , PLAT OR MAP o
M . B . = MAILBOX IS FOR INFORMATIONAL PURPOSES ONLY
0/H =OVERHEAD AND IS NOT VALID . N
O . R . B . = OFFICIAL RECORD BOOK 5 . THERE MAY BE ADDITIONAL a
P . B . S . = PLAT BOOK ST. LUCIE RESERVATIONS , ABANDONMENTS ,
PG . = PAGE RESTRICTIONS AND/OR RIGHTS - OF- WAY
P . L. S . = PROFESSIONAL LAND SURVEYOR NOT SHOWN HEREON AND CAN BE a
P/P = POWER POLE FOUND IN THE PUBLIC RECORDS OF
R/W= RIGHT- OF-WAY INDIAN RIVER COUNTY, FLORIDA. o
0 = DIAMETER 6 . NO FOUNDATIONS OR UNDERGROUND
T= PROPERTY LINE UTILITIES HAVE BEEN FIELD LOCATED Z
UNLESS OTHERWISE NOTED .
PARCEL I . D . NUMBER m
33 - 39 - 00001 - 0150 - 00003 . 0
PARCEL ADDRESS W
U
6880 8TH STREET a
VERO BEACH , FL 32968
N
CERTIFICATION
SURVEYOR AND MAPPER IN RESPONSIBLE CHARGE
` I je
MICHAEL O ' BRIEN P . S . M . DATE o
FLORIDA REGISTRATION NO . 6118 THIS SURVEY IS NOT COMPLETE WITHOUT
INDIAN RIVER COUNTY SURVEYOR BOTH SHEETS 1 AND 2 AS CREATED <
BOUNDARY SURVEY-8T1-1 STREET PARCEL 113
INDIAN RIVER COUNTY ADMINISTRATION BUILDIN °FWN'N B''' SECTION 7 SHEEP
1840 25TH STREET INDIAN RIVER COUNTY B. ROACN
VERO BEACH, Fl. 32960 PEPARTMENT OF PUBLIC WORKS APPRUVEO er. TOWNSHIP JJS 1
(772) 567-BDI ENGINEERING DIVISION M. OWRIEN I RANGE 39E
30 D 15 3060 — — ------------
UNIMPROVED - `3 " AXLE FD.
AGRICULTURAL LAND m
GRAPHIC SCALE S89.42 '06 "E
( IN FEET ) 75. D0 '(D) 75 95 '(M) CARTER
W CAP FD.
METAL f 0. 17 N.
0.3Y . N4416 0 10 "m OAK SHED S SHED D.01 ' W.
0.96' W. 6"m TREE
.29'
CLUSTERS CF
SMALL PALMS
14"m PALM
UNIMPROVED N PARCEL 15"m PALM
_S AGRICULTURAL Z_ 1 1 3
LAND ^_ 33-39-07 N S UNIMPROVED z_
AGRICULTURAL
00001 -0150-00003. D ' O Q LAND
33-39 -07 jJ WOOD oc OXITIOAOF "
00001 -0150-00002.0 8' m OAK STEPS �SEPpC TANK
� v) 2 - 4.2 1 , g . tl va 33-39-07
36"m DAK . o SCREE I - O p 00001 -0150-00004.0
CIDU U al .o7 PORCH LU "-
Z
~ 0 24.2' 18"0 PI E "' J U.I
1 STORY 10 "0 TREE w 3i O
Z A/C OOD FRAME,' ,..�
PAD RESIDENCE Q
(OCCUPIED) . W
__
PROPOSED_ R/W LINE _ - a"m P L m - ---- a C) PROPOSED R/W LINE Z
TD---- - � -- -- -- - - Q o
14"0 PAL ^ >
6 ' 0 MONTANA PI LUZ
_, 14.0', 71 _
5"m MONTANA PI 3L32 10.2 ; PORCH 36% OAK Z
E ECT. L ( p
PARCEL o m ALi SPS PARCEL N o
112 2- WEL f '� 14' o LM 114 a
0� ELECTRIC o ^ . P T IC
ROSS �USH
I .R./CAP FD. 4'I0 PALM o
LB. 4544 2" PALM - I I.R./CAP FD . >_
0,23' N, 4"m PALMI 8 m SPRL' E P.L.S. 4644 ¢
0.59' W. 61.6, 7 . 00 D 7 59 ' M 0. 16' N. EXISTING R/W LINE — z
S 6 "E —
c �—
EDGE OF SHE ROCK ROAD m
cb
C. R. gN /a
612 / 8TH STREET te GLENDALE ROAD
82895, D6 EDGE OF SHELLROCK ROAD nc6 1653. 40' 7 8
_ _ _ _ _ _ _ _ _ _ _ _ _ _
I� I.R. FSECTION LINE & TRACT LINE S89-42' 060'E ( BB) 2657 5 1 8 - - 17
N
(CARTER)
w a 4"x4" C(NO ID)
aN SUB — LATERAL "C- 1 " CANAL 3/4" IPFD.
" m 30 ' R/W PER P. B. S. 2, PG. 25 (0.75' NE)
0
THIS SURVEY IS NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS CREATED ¢
a
SEE SHEET 1 OF 2 FOR LEGAL DESCRIPTION, LEGEND, NOTES
BOUNDARY SURVEY-8TH STREET PARCEL 113
INDIAN RIVER COUNTY ADMINISTRATION BUILDING /NO/AN R/VER COUNTY °RA'"" �` SECTION 7 M�
1840 25TH STREET 8 ROACH TOWNSHIP 33S 2
DEPARTI/ENT OF PURL/C WORKS
VETO BEACH, FL 32860 ApPRWED ey;
(772) 567-8000 ENCINEERiNc O/rrsioN M. O 'BR/£N RANGE 39E 2