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AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the '7 day of � � , 2006 , by and between Indian River
County, a political subdivision of the State of Florida ("County"), and Timber Ridge Community
Association , Inc. , a Florida corporation , ("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 Oslo Road & Timber Ridge SW ,
County of Indian River, State of Florida and more specifically described on Exhibit "A" attached
hereto and incorporated by this reference containing approximately 1256 . 7 square feet or . 03
acre , 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 Twenty-Seven Hundred Dollars ($2 , 700 .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 .
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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, withoutthe priorwritten
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.
(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 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 .
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 forthe 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.
7. 3 The Seller and County shall each pay their own attorneys' fees .
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 .
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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 .
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: Timber Ridge Community Association , Inc.
C/O Elliott Merrill Management
83520th Place , Vero Beach , FL 32960
Attn : Karen Merrill
If to County: Indian River County
184025 th Street, Vero Beach , FL 32960
Attn : William M . Napier, R. E . Acquisition Agent
Facsimile # (772 ) 226- 1988
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 maybe 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
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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 : COUNTY:
TIMBER RIDGE COMMUNITY INDIAN RIVER COUNTY , FLORIDA
ASSOCIATION , INC .
By B%Max Dienemann , President-Director J -eph A. Baird, CountyAdministrator
Date Signed : �IrvG ��o Date Signed : <3
By
William M. Napier, SRPA, Real E tate Acquisition Agent
Date Signed _9 — =02006
APPROVED AS TO FOR ,,MYY��
AND LEGAL S FFIC E C
WILLIAM K. DEBRAAL
ASSISTANT COUNTY ATTORNEY
Indian River Co. AP roved Date
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1O Io SEAL OF THE FLORIDA REGISTERED SURVEYOR
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LEGAL DESCRIPTION P.O.C. OF THE MINIMUM TECHNICAL STANDARDS AS
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A PORTION OF SECTION 24, TOWNSHIP 33 SOUTH , RANGE 39 EAST, INDIAN SECTION24ADMINISTRATIVE CODE.
COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE S. E. CORNER OF THE S.W. Y4 OF THE S. E Ya OF SAID SECTION 24 3 . THIS SKETCH AND DESCRIPTION
AND ADJOINING N
AND RUN N00'30'00"W, ALONG THE EAST LINE OF THE WEST Y2 OF THE S.E. Y4 OF SAID PARCELS MAY BE SUBJECT TO EASEMENTS,
SECTION 24, A DISTANCE OF 6D FEET TO A POINT. THENCE RUN S89'41 '09 "W, RESTRICTIONS, RESERVATIONS, OR RIGHT-OF-
WAYS NOT SHOWN AND MAY BE FOUND IN
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MICHAEL O 'dNIENGISTR H. S. M . DATE IS NOT A BOUNDARY SURVEY
FLORIDA REGISTRATION NO. 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION Q
INDIAN RIVER COUNTY SURVEYOR AND MAPPER PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
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