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Home My WebLink About2005-164 4-29-2005 3 : 34PM FROM INDIAN RIVER COLWY 7727789391 I -7 ' P_ 2 ORIGINAL APR - 2 2005 INDIAN RIVER COUNTY ENGFNEERING DIVISION AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement"} is made and entered into as of the 29th day of April, 20 }5 by and between Indian River County, a political subdivision of the State of Florida ("County'), and Glen Rohm, Daniel J. Brognano, William T. Brognano and Todd A. Brognano, as to an undivided Y4 interest each, ("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 6500 Wh Street, County of Indian River, State of Florida and more specifically described on Exhibit "A," containing approximately 48,619.24 square feet or 1 . 12 acres more or less and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property ). 2. Purchase Pee. Effective Date. The purchase price (the "Pur+chase Price'l for the Property shall be Thirty-Seven Thousand One Hundred Fifty and 401100 L7ollars ($1!J5.0..40 . The Purchase Price shall be paid on the Closing Date. The Effective Bate 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, it!e. Seller shall convey marketable title to the Property by warranty deed free of claims, Hens, 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 ofthe 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. Representation 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. FAEnginoeringlR*aCM*rd Docs\Winter Beach Fanw AV=ncpt.docStandard Agreement to Pumhase and Sell Real Estatc 4-29-2005 3 : 35PM FROM INDIAN RIVER COLE TY 7727789391 P 3 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 Couvty, 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 To the event the Seller shall fail to perform any of its obligations hereunder, the County shat l 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. Cl- osinz 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. mmations,s. 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 takes 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, 8 . iscellaneo Mus. 8. 1 Controlling Law. This Agreement shall be construed and enforced in accordance with the lavers of the State ofFlorida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. $.2 Condemnation. In the event that all or any part of the Property shall be acquired or F.\Enginccm* MRonCkWord Docs\WWer Beach Farms Agmvrrm?ittdaoStmWard Agreement to Purchase and Sell Real Estate J a { - :. :• / 1 � 1 • 1 1 ::• r t � • s \ + tl # 1 1 1 � ♦ • l . If i t t t # - 1 { ► • 1 • - / ' :+! t t '� rGj 1 - / : ( t1 N - firma ` 11 • i . ,1 i+. 1 ! r - • • t • oo. . / s i 1 - " ' t • 11 \ I fk1kil � f � . ( : • 1 1 . I I a / 1 J .ran ti • # - • t • \ 1 - • . 1 1 ! i H ; ( 1 �J - • / t -So r - • - • - \ • # { • . ry WMIM Mia ff ; . • :1 • : 1 ! • 1 4 - • 1 # 1 . . 1 • 1 • / ' { 1 1 t Y, i _ 1 � - - ♦ ♦ - 1 1 ` L M ` n 1 t r : 1 =... t - a 1 : ' tt ► - - of It 04 - i 1 ' • 1 - . Ifl ♦ t w tl .! i � / t1 • i i ► # i t � # t H - • • • _ ` ! 1 1 1 - �♦ . 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However, pursuant to Florida Statutes Section. 286.23 (3)(a), the beneficial iulerest 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 `V IEMOF, the undersigned have executed this Agreement as of the date first set forth above. SELLER= INDIAN RIVER COUNTY, FLORIDA BOA1 Dof COUNTY COMMISSIONERS Name; S� By: By= as S. Lowther, Chairman Date Signed: / O� Date Signed. _ May Z ,_ 2n n r; N : I) el J. Brognano ATTEST; J.K. Barton, Clerlt ' B c , Bx � Dq ty Clerk Date Signed: JF-- f Ey� Date Signed MAY , ;j 2 J0 YO , a Name; William T. Brognano By � f:, - APPROVED , Date Signed: �-- / b � C my Adm nlstrator Name: Todd A. 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