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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 gxxSeptember . 8 , , 2009 by and between, Schacht & Company, Inc .
( Sellers") whose address is 6100 12 "' Street, Vero Beach, Florida and Indian River County, a
political subdivision of the State of Florida ("County") , who agrees 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 4"' Street, Vero Beach, County of Indian
River, State of Florida and more specifically described in Exhibit "A, " containing approximately 2 . 8
acre , 121 , 968 . 0 square feet more or less , with 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 - One -Hundred-Twenty Five -Thousand Six-Hundred-Twenty- Seven-Dollars & 00 / 100
(S 125 , 627 . 00 ) . The Purchase Price shall be paid on the Closing Date . In addition the compensation
for the real estate Indian River County agrees to relocate the southern boundary fence back on to the
parcel owner ' s property and assures the parcel owner that adequate drainage will be provided for the
remainder of the parcel . 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 .
3 . 2County may order an Ownership and Encumbrance Report with respect to the Property . County
shall , within thirty (3 0) days from receipt of the 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 (3 0) 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.
FAEngineering\Robert Webb\Schacht4th St.retentionpurchaseagee. doc
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 County, 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 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall 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 . Closing .
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
01
'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.
7 . 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 .
F : Tngineering\Robert Webb\Schacht4th St. retentionpurchaseaglZee. doc
8 . 0 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 .
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 BindingEffect.ffect. 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, as follows .
If to Seller : Schacht & Company, Inc .
6100 12th Street
Vero Beach, Florida 32968
If to County : Indian River County
1801 27th Street, Vero Beach, FL 32960
Attn : Bob Webb Land Acquisition
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 . 7Attorney ' 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
FAEngineering\Robert Webb\Schacht4th St.retentionpurchaseag3e. doe
shall constitute an original .
8 . 9 . CountyApproval Required : This Agreement is subject to approval by 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 WITNES S WHEREOF , the undersigned have executed this AgreeMent as of the date first
set forth above .
INDIAN RIVER COUNTY. F�ORIDA BOARD
\/ OF Aeseyy
CO MISSIONERS
cha ht & Company, Inc . B
. Davis , airman
Date Signed 2 � C, Date Signed : September 8 , 2009
Indian River CountyAdminis for
N \
oseph A . aird, County Adm nistrator
Date Signed : September 8 , 2009
ATTEST : J . K. Won, Clerk
By :
epu Clerk
Date Signed : September 8 , 2009
Approved ao to fob " an e I efficiency :
By
William K. De raal
Deputy County Attorney
FAEngineering\Robert Webb\Schacht4th St.retentionpurchaseagipe. doc
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SKETCH OF DESCRIPTION ONLY
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DESCRIPTION OF PROPOSED SITE FOR "ONE; ACRE POND"
A PARCEL . OF LAND LYING AND 13EING A PART OF TRACT 8 , SECTION 18 , TOWNSIRP 33
SOUTH , RANGE 39 EAST ACCORDING TO THE LAST' GENERAL PLAT OF LANDS OF THE
INDIAN RIVER FARMS COMPANY SUBDIVISION AS RECORDED IN PLA I300K 2, PAGE 25
OF THE PUBLIC RECORDS OF ST . LUCIE COUN' T'Y , FLORIDA , NOW INDIAN RIVER
COUNTY , FLORIDA , BEING DESCRIBED AS : TIIE SOU'T'H 672 .00 FEET OF THE WEST 10 . 00
ACRES OF THE FAST20 , 39 ACRES OF SAID T'RAC' T' 89 LESS AND EXCEI' 1' THE WEST 270 .00
FEET OF 'I'IIE SOUTH 295 .00 FEET OF THE EAST' 300 .00 FEET THEREOF , AND LESS AND
EXCI?P r THE NORTH 141 , 00 14 4j OF THE SOUTH 436 .00 FEET OF THE WEST 151 .00 FEET OF
THE EAST 300 . 00 FF,FT THEREOF .
SUBJECT TO ALL RESFRVA ' 1'IONS, REST' RICT'IONS , EASEMENTS AND RIGHTS OF WAY OF
RECORD,
CONTAINING APPROXIMATELY 2 . 8 ACRES MORE OR LESS .
THIS DESCRIPTION WAS DEVELOPED WIT 'IIOUT THE AID OF A FIELD SURVTiY,
NTSWV'\9M-23MEGA1.N)NEAf REPARCFl MOC
SURVEYOR'S NOTES:
L UNLESS FF BFARS THE SIGNATURE AND 1'1IE ORIGINAL RAISED SF,AL OF A FLORIDA
LICENSED SURVEYOR AND MAPPER TIITS DRAWING , SKETCH, PLAT OR MAP IS FOR
INFORMAL IONA] - PURPOSES ONLY AND IS NOT VALID.
2- LANDS SHOWN I IEREON WERE NOT ABSIRACTED OR ftESEARCIDsD BY TI IIS OiFICE
FOR RIGIICS-OF-WAY, EAST?MFNTS OF RECORD, RESERVATIONS, OWNFJZSHIP,
ABANDONMENT"S, I)FFD RES'TRIC'TIONS, ZONING RE(iIJLA'1'IONS OR ADJOINING DEEDS.
THIS SURVEY DOES NO1' INTEND 'TO DFLINF.A'I'E LOCAL AREAS OF CONCERN OR ANY
OTHER JIJR [SDIC'TIONAL DF:1'FRMINA'I'ION.
3 . NO IMPROVEMENTS OR iJNDERGROUND INSTALLATIONS HAVE BFF,N FIELD LOCATED
FOR TI ITS SKETCH OF DESCRIP I ION.
4 . NO TITLE CONIIvB'FMIiNT OR ABsr[ RAC'T WAS FURNISHED 10 11115 FIRM OR
SURVEYOR .
5 . DESCRIPTION SHOWN HEREON WAS DEVFLOPFD BY 11117. PROFESSIONAL SURVEYOR
AND MAPPER WII 'H 'L'1117 AID OF INDIAN RIVER COUNTY PROPURFY APPRAISER'S
PARCEL IDF.N'I IFICATION DESCRIPTIONS AND PAST SURVEY 13Y CARTER ASSOCIA'ITS,
INC. DW GJ1 41 19 -A OF 171 IF SOUTH 7.95' OF WEST 270' OF FAST 300', DATED 11 -8- 1972.
6. A FIELD SURVEY WAS NO'f PERFORMED TO DELINEATE, THE PERTME'FER BOl JNDARY
OR All ) IN 'TLD4. DEVFLOPMEN'1' OF "I'HE DFSCRII''fION .
7. "THIS SKE'I CH OF DESCRIPTION IS BASFD ON ASSUMED CARDINAL . DIRLiCTION.
8 , T1 ITS SKETCH OF DESCRIPTION DOES NOT INTEND TO REFLECT OR DETERMINE
OWNERSHIP,
CERTIFIFD 'IO:
INDIAN RIVF,R COUNTY- .
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FRANK S . C CC URI SH; P. S M 476.
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CONSULTING ENGINEERS AND LAND SURVEYORS
1708 21 at STREET, VERO BEACH , FL 32960
TEL: (772) 6924191 rAX: (772) 662-7180 Dwg- #: 18 '760 -- A
pt
DATE: 8 -- 8 -2U09 PROd . # 98 - 23E llYIG. BY: F'SL' SHEET 1 OF 8
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SKETCH OF DESCRIPTION ONLY
r — — — — — —_ — — — NORMi UNE OF TRACT T T —
NORTH UNE OF WEST 10.0 ACRFS I I
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- _WEST 10 ACRES Of FAST 20.38 ACRES-- - -- - I
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SOULN 672 .0' _ _WCST 161 .0' OF
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PARCEL ID. # 3339 1800004006000004. 0 r
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----FAST 300.0'---- - - - - -- ORIGINAL 60' WIDE R. O.W.
30' ROAD AND 30' CANAL
AS PER INDIAN FARMS CO . SD ,
P . B. 2 , PG. 25 , S.1 C. , FL ,
41H STREET CrTRUS ROAD I
JO' WIDE R.O.W.
SOVRi. UNE-Dr-TRACT-8 - -
SUB -LATERAL "B-4" CANAL
30' WIDE MO.W_ _ — _
SOUTH R.O.W. LINE
LRGFND:
11 II ). = NUMIII R IDFNI•IfICA•17ON
PB . TO . = PLAT ROOK PAGE.
S . L-C., FL. = ST , L.UCIE COUN'PY, FLURIDA
R . O. W . RIGIL'POPWAY
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CAim4Jl ASSOCIATL;S, INC.
CONSULTING ENGINEERS AND LAND SURVEYORS
ITOB 21st STREET, VERO BEACH , FL 32980
TEL: (772) 582-0191 FAX: (772) 562-7180 Dwg . 18760 - A
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DATE: 6 - 6 --09 PROJ. # 98 - I3N; D19G . BY: FSC SHEET 2 OF 2