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Home My WebLink About2005-183 Ut) ! a AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement " ) is made and entered into as of the 24thday of May , 2005_ , by and between Indian River County , a political subdivision of the State of Florida ( " County " ) , and Vero Christian Church , Inc . , a Florida non - profit 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 on the north side of Oslo Road , approximately 3 /8 mile west of 27 `h Avenue , County of Indian River , State of Florida and more specifically described on Exhibits " A " and " B " attached hereto and incorporated by this reference containing approximately 26 , 213 . 6 square feet ( see Note * ) , and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto ( collectively , the " Property " ) . * Note : The Exhibit " B " property ( 10-foot depth , containing 3 , 276 . 7 square feet ) is being dedlC. ated without compensation to attain the 60 -foot minimum right- of-way requirement , per the County Land Development Regulations . The Exhibit " B " parcel will be transferred by Statutory \ Narranty Deed . The Exhibit "A " property 170 - foot depth , containing 22 , 936 . 9 square feet ) will be transferred by Quit- Claim Deed . The Purchase Price below is consideration for the north 15 feet of Exhibit " A " ( 4 , 915 square feet , or . 113 acre ) . There is a TIIF road easement encumbering the south 55 feet , or 18 , 022 square feet of Exhibit "A" . The County has asked Seiler to quitclaim its interest in this portion as it cannot be used by Seller for any improvements , and County ' s right- of-way would otherwise be non - contiguous . l Q) r7 \,see 2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price " ) for the Property shall be , 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 meting 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 ( or quit - claim deed if noted in Section 1 above ) 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 ltiay 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 FAPublic Works\Capital Projects\Mist .Agreements\MNcontractsVeroChrisChurchOsloRd2-3 -05 .doc 1 ,PFTURN RD I. le COI..yTY 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 Seiler . 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 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 Seiler 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 editions 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 F :\Public Works\Capital Projects\Misc.Agreements\MNeontractsVeroChrisChurchOsloRd2-3 -05 . doc 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 Cour , certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1960 . ( 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 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 Propert}, , prorated based on the " due date " of such taxes establisher 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 . 1The 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 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 . FAPublic Works\Capital Projects\Mist .Agreements\MNcontractsVeroChrisChurchOsloRd2-3 -05 . doc 3 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 ! ., urinate 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 : Vero Christian Church , Inc . 465 11th Court , Vero Beach , FL 32962 Attn : Steven D . Barlow If to County : Indian River County 184025 th Street , Vero Beach , FL 32960 Attn . William M . Napier Facsimile # ( 772 ) 778- 9391 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 . FAPublic Works\Capital Projects\Misc . Agreements\MNeontractsVeroChrisChurchOsloRd2-3-05 . doc 4 8 . 7 Attorney ' s Fees and Costs . In any claim or controversy arising out o ` 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 , Seiler 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 : COUNTY : VERO CHRISTIAN CHURCH , INC . IND ! IVER COUNTY , FLORIDA Date Signed : Date Signed . -' rTiay ; 24 , 200 See' . Attest : J . K . Bari B �IV Deputy ° C e k By X �!9i1�lGtti County Right- of-Way Agent Approved : B Y Cou tV Administrator pp d a rm and le ff c h cy: CounfjrA ey FAPublic Works\Capital Projects\ Misc .Agreements'NNcontractsVeroChrisChurrchostoRd2- Exhibit "A " Sketch of Legal Description for 70 ' R/W DEDICATION VER O CHRISTIAN CHURCH Indian Rivet" County, Florida Sheet I of 2 Not Valid Without All Sheets DESCRIPTION THE NORTH 70 FEET OF THE SOUTH 130 FEET OF THE EAST 10 ACRES OF THE EAST 20 ACRES OF THE WEST 30 ACRES OF TRACT 15, SECTION 22, TOWNSHIP 33 SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF THE LANDS OF THE INDL4NRIVER FARMS COMPANYSUBDIVISONAS RECORDED IN PLAT BOOK 2, PAGE 25 OF THE PUBLIC RECORDS OFST.LUCIE COUNTY, NOWLYINGAND BEING ININDIAN RIVER COUNTY, FLORIDA; CONTAINING 2Z,936. 9 SQUARE FEET MORE OR LESS. NOTES: 1) THE BEARING BASIS IS THE SOUTH LINE OF TRACT 15 AS DEPICTED ON THIS SKETCH AND LEGAL DESCRIPTION. 2) THIS SKETCH EXISTS SOLELYFOR THE PURPOSE OF ILLUSTRATING THE LEGAL DESCIPTIONTO WHICH IT ISATTA CUED, 3) ALL DIMENSIONS ARE CALCULATED UNLESSS OTHERWISE NOTED. 4) THIS SKETCHMEETS THE MINIMUM TECHNICAL STANDARDSAS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL LAND SURVEYORS IN CHAPTER 61G17-61 FLORIDA ADMINISTATIVE CODE, PURSUANT TO SECTION 472. 027, FLORIDA STATUTES. LEGEND: R/W RIGHT—OF— WAY NO. NUMBER R RADIUS N NORTH L LENGTH S SOUTH CH CHORD DISTANCE E EAST CB CHORD BEARING W WEST PSM PROFESSIONAL SURVEYOR AND MAPPER A DELTA SKETCH OF LEGAL DESCRIPTION NOT VALID WITHOUT THE SIGNATURE AND "This is NOT a Boundary Survey" ORIGINAL RAISED SEAL OF A F DA FEWUTe LICENSED VEYOR AND M P 1iiA.Q7'ki.i u MOLER & REED 8806 1418 ATRM ` `Tm BEAM !1. 58000 WiBURMTMBuaBBa DAVI TAYLOR, M. #5243 Exhibit "A " Sketch of Legal Description for 70 ' R/W DEDICATION VER O CHRISTIAN CHURCH Indian River County, Florida Sheet 2 of 2 Not Valid Without All Sheets to � a F EAST 10 ACMES OF THE EAST 20 Q. i ACRES OF THE HEST 50 ACRES TRACT 15 0 0o f*. 0 0 � o o � � o x S e9'29'42" w 527.67' o o —' ,p t+ w y � c S 89'29142" R 527.8T OSLO ROAD 9TH STREET S.R. SOUTH LINE OF TRACT 15 SEC71ON 22-59-59 .a Of � o co o SCALE 1 It = 601 SKETCH OF LEGAL DESCRIPTION NOT VALID WITHOUT THE SIGNATURE AND "This is NOT a Bbundary Survey ORIGINAL RAISED SEAL OFA ORIDA PRWAM sz: LICENS URVEYOR AND AP ER. �(AS'TE LER MOLER & REED a80s 14� NOW ` �°) ses-aoso a�9e° zj tAM susys= M Bueo� DAVID TAYLOR. .S. M. #5243 Exhibit ' IS ri Sketch of Legal Description for 10 ' R/W DEDICA TION VERO CHRISTIAN CHURCH Indian Rivet' County, Florida Sheet I of 2 Not Valid Without All Sheets DESCRIPTION THE NORTH 10 FEET OF THE SOUTH 60 FEET OF THE EAST 10 ACRES OF THE EAST 20 ACRES OF THE (VEST' 30 ACRES OF TRACT 15, SECTION 22, TOWNSHIP 33 SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF THE LANDS OF THE INDIAN RIVER FARMS COMPANYSUBDIVISONAS RECORDED INPLAT BOOK 2, PAGE 25 OF THE PUBLIC RECORDS OF ST.L UCIE COUNTY, NOW LYING AND BEING ININDL4N RIVER COUNTY, FLORIDA; CONTAINING 3,276. 7 SQUARE FEET MORE OR LESS. NOTES: 1) THE BEARING BASIS IS THE SOUTH LINE OF TRACT 15 AS DEPICTED ON THIS SKETCH AND LEGAL DESCRIPTION. 2) THIS SKETCH EXISTS SOLELY FOR THE PURPOSE OF ILLUSTRATING THE LEGAL DESCIPTION TO WHICH IT IS ATTACHED. 3) ALL DIMENSIONS ARE CALCULATED UNLESSS OTHER WISE NOTED. 4) T UIS SKETCHMEETS THE MINIMUM TECHNICAL STANDARDSAS SET FORTHBY THE FLORIDA BOARD OF PROFESSIONAL LAND SURVEYORS IN CHAPTER 61 G17--6, FLORIDA ADMINISTATIVE CODE, PURSUANT TO SECTION 472. 027, FLORIDA STATUTES, LEGEND: R/W RIGHT-OF- WAY NO, NUMBER R RADIUS N NORTH L LENGTH S SOUTH CH CHORD DISTANCE E EAST CB CHORD BEARING W WEST PSM PROFESSIONAL SURVEYOR AND MAPPER A DELTA SKETCH OF LEGAL DESCRIPTION NOT VALID WITHOUT THE SIGNATURE AND "This is NOT a Boundary Survey" ORIGINAL RAISED SEAL OF RIDA POWAM RDLICENSE URVEYOR P R. TM, IJf RR MOLER & REED am AW seg-°°6° Sam 6IIBVUM H0 DAVID TAYLOR. . S. M . #5243 Exhibit "a " Sketch of Legal Description for 10 ' RIW DEDICATION VERO CHRISTIAN CHURCH Indian River County, Florida Sheet 2 of 2 Not Valid Without All Sheets m Fo EAST 10 ACRES OF THE EAST 20 cZ ACRES OF THE w 30 ACRES TRACT 15 0 o ov N da , o � .r x _ _ S 89'29'42" W 927.87' r CIO R '+ NORTH 10' OF THE N ro SOUTH e0' N � q n a w w I o T y� p S 89'29'42" W 327.87' c o_ CD OSLO ROAD 9TH STREET S.X. 0 SOUTH LINE OF TRACT 15 SECTION 22-33-39 .b cc O m SCALE 1 " = 60 ' SKETCH OF LEGAL DESCRIPTION NOT VALID WITHOUT THE SIGNATURE AND "This is NOT a Boundary Survey" ORIGINAL RAISED SEJOF ORIDA LICENSE URVEYOR PER. MA TEMRR MOLER & REED ate°° jai sosysrara DA D TAYLO . S.M. J2243