HomeMy WebLinkAbout2007-284 7xX
AGREEMENT TO PURCHASE AND SELL REAL #RMNA
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THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the day of August , 2007, by and between Indian River County, a
political subdivision of the State of Florida ("County") , and Paul H. Freeman, As Trustee
("Seller") , who agree as follows :
1 . Agreement to Purchase and Sell . Whereas the Buyer is acquiring the Property for road
purposes and is acquiring similar rights of way for the widening of 8th Street in Indian River
County. The Buyer has the right of eminent domain in connection with the acquisition of road
rights of way, and the parties agree that this Contract is being entered into in lieu of
condemnation . In this regard , the Buyer has acquired other right of way along 8th to allow for the
paving of 8th Street. 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 6986 810 Street. Vero Beach (see attached Exhibit
"A " County of Indian River, State of Florida and more specifically described on Exhibit "A"
attached hereto and incorporated by this reference, containing approximately 4.52 acres, 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 parcel
shall be Three Hundred Sixteen Thousand Four Hundred Dollars ($316,400. 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.
2 . 1 In addition to the purchase price for the right of way, the Buyer or Buyer's Contractor
agrees to: (a) move any fencing utilized by the Seller for pasture and which may be in the right
of way, including any clearing , if required ; and (b) remove any citrus trees in the portion of the
Property presently being cultivated for citrus production which overhangs the right of way or
which need to be removed in order to allow for the maintenance of the Property as a citrus
grove by the Seller.
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
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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 To the best of Seller's knowledge and belief, 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 speck 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, but no later than
December 31 , 2007 . 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 .
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(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 .
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 necessaryto cure title defect(s) or encumbrances, otherthan 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
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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: Paul H . Freeman , As Trustee
1840 West 49'" Street, Ste. 410
Hialeah , FL . 33012
If to County: Indian River County
7 t 14"&&e Street, Vero Beach , FL 32960
Attn : Land Acquisition Division /9i�eS
Either party may change the information above by
VV 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 maybe executed in two or more counterparts, each one of
which shall constitute an original .
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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.
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date
first set forth above .
SELLER : _.� INDIAN RIVER COUNTY,"FLORIDA
BOARD OF COUNTY COMMISSIONERS
By.
P H . Free an, AsJ ee Gary C . heerer, Ohairman
Date Signed : Date Signed :
Attest: J . K. Barton, Clerk
By By � kc�
Deputy Clerk
Date Signed : -' /b l 7
APPROVED AS TO FO
AND L L S F
BY
�,:a;�srrg r:`� 'rtir° Sbu'r1itDP WILLIAM K. DE RAAL
DEPUTY COUNTY ATTORNEY
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GRAPHIC SCALE ( IN FEET] )
FREEMAN, PAUL M (TR)
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12 7 10 30' EXISTING R/W PER I.R.F.W.C.D 8TH STREET � I
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13 18 SECTION LINE kTRACT —L--
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LEGAL DESCRIPTION
THE NORTH 60 FEET OF THE SOUTH 90 FEET OF THE FOLLOWING DESCRIBED PARCEL:
TRACT 11 , TRACT 13 LESS THE WEST 60 FEET THEREOF, TRACT 14, AND THE WEST 20 . 49 ACRES OF TRACT
15 ,
SECTION 7 , TOWNSHIP 33 SOUTH , RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF THE INDIAN RIVER
FARMS COMPANY RECORDED IN PLAT BOOK 2 , PAGE 25 OF THE PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA.
NOW LYING IN INDIAN RIVER COUNTY, FLORIDA.
CONTAINING 196 , 764 . 0 SQUARE FEET, MORE OR LESS , OR 4 . 52 ACRES . NOTES
1 . THIS SKETCH AND DESCRIPTION IS NOT VALID WITHOUT THE
LEGEND & ABBREVIATIONS SIGNATURE AND ORIGINAL RAISED SEAL OF THE FLORIDA
REGISTERED SURVEYOR AND MAPPER NAMED HEREON .
P . B . = PLAT BOOK 2 . THIS SKETCH AND DESCRIPTION MEETS OR EXCEEDS ALL o
PG - = PAGE APPLICABLE REQUIREMENTS OF THE MINIMUM TECHNICAL a
R/W = RIGHT- OF-WAY STANDARDS AS ESTABLISHED IN CHAPTER 61G17 - 6 ,
O . R . B . = OFFICIAL RECORD BOOK FLORIDA ADMINISTRATIVE CODE . o
I . R . F.W . C . D . = INDIAN RIVER FARMS 3 . THIS SKETCH AND DESCRIPTION AND ADJOINING PARCELS C5
WATER CONTROL DISTRICT MAY BE SUBJECT TO EASEMENTS , RESTRICTIONS , RESER -
VATIONS , OR RIGHT- OF- WAYS NOT SHOWN AND MAY BE o
FOUND IN THE PUBLIC RECORDS . w
SURVEYOR AND APPER IN RESPONSIBLE CHARGE 4 . THIS SKETCH AND DESCRIPTION DOES NOT REPRESENT A
�) FIELD SURVEY. EXISTING PROPERTY CONDITIONS OR FEATURES
jctA C/46t0 �I/P.loe ARE NOT SHOWN . o
MICHAEL O ' BRIEN P . S . M . DATE THIS IS NOT A BOUNDARY SURVEY o
FLORIDA REGISTRATION NO . 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION <
INDIAN RIVER COUNTY SURVEYOR PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT a
NDIAN RIVER COUNTY ADMINISTRATION BUIUDING@ /ND/AN RIDER COUNTY 0RNNN BY. SECTION 7 SKETCH AND DESCRIPTION OF SHEET
1840 25TH STREET B. ROACH /
v'" BEACH, FL 32960 DEPARTMENT OF PUBLIC WORKS APPROVED BY: TOWNSHIP 33S A PORT/ON OF 8TH STREET /
(772) 567-8000 ENG/NEER/NG D/Y/S/ON M. OBR/EN RANGE 39E >