HomeMy WebLinkAbout2008-113AGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN
DONALD R. AND JOANN M. STASZEWSKI
AND INDIAN RIVER COUNTY
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 8th day of April, 2008, by and between Indian River
County, a political subdivision of the State of Florida ("the County'), and Donald R. and
JoAnn M. Staszewski, ("Sellers"), who agree as follows:
WHEREAS, Donald R. and Joann M. Staszewski, ("Sellers") own property located at
19405 8th Avenue, Vero Beach, Florida. A sketch and legal description of the property is
attached to this agreement as Exhibit "A" and incorporated by reference herein; and
WHEREAS,
the
County,
is scheduled to expand 58th
Avenue in the near future and
the road expansion
will
impact
and affect Seller's property;
and
WHEREAS, in order for the County to proceed with its road expansion plans, the
County needs to purchase property to be used as right-of-way from landowners adjacent to
58th Avenue; and
WHEREAS, the County has contacted Sellers and have offered to purchase the
entire parcel of property including the improvements from Sellers, approximately 19,991
square feet (0.459 acres) to be used as right-of-way as depicted on Exhibit "A" (the
Property); and
WHEREAS, Seller is
represented by the
firm of Barkett
Law, Mickey R.E. Barkett,
Esq. 201 East Pine Street,
Suite 315, Orlando,
Florida, 32801;
and
WHEREAS, the County is prepared to take the Property by using its power of
eminent domain; and
WHEREAS, Sellers and the County wish to avoid the risk, time and expense of
litigation by entering into this agreement for sale and purchase of the Property;
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises,
covenants and premises hereinafter, the COUNTY and SELLER agree as follows:
1. Recitals. The above recitals are affirmed as being true and correct and are
incorporated herein
2. 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 1940 58th Avenue
Vero Beach, Florida and more specifically described in the sketch and legal description
attached as Exhibit "A", containing approximately 0.459 acres, and all improvements
thereon, together with all easements, rights and uses now or hereafter belonging thereto
(collectively, the "Property").
2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the
Property shall be one million four hundred fifty thousand dollars ($1,450,000.00) The
purchase price was established by an MAI appraiser. The County shall pay and Seller
shall accept the appraised value as the Purchase and Sale price of the Property. 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. Sellers shall accept the appraised value of $1,450,000.00 as the purchase
price and convey marketable title to the Property by warranty deed free of claims, liens,
easements and encumbrances of record or known to Sellers; 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 shall order a Title Insurance Commitment and Policy with respect to the
Property from Barkett Law, Dominion Title Company as agent for Chicago Title Insurance
Company in the amount of the purchase price. County shall within fifteen (15) days
following the Effective Date of this Agreement deliver written notice to Sellers 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 Sellers cure the defects within thirty (30) days from receipt
of notice from County of title defects ("Curative Period").
Sellers shall use their 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 Sellers, 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 Sellers.
4.1 Sellers are indefeasibly seized of marketable, fee simple title to the Property, and
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are the sole owners of and have 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, Sellers 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
Sellers shall, at their 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 Sellers 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 30 days following the approval of this Agreement by the Board of
County Commissioners. The parties agree that the Closing shall be as follows:
(a) The Sellers 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. The warranty deed shall note that the property was
acquired under threat of eminent domain.
(b) After the expiration of the Lease by the Sellers from the County, the Sellers shall
have removed all of their personal property and equipment from the Property and Sellers
shall deliver possession of the Property to County vacant and in the same or better
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condition that existed at the Effective Date hereof
(c) If Sellers are 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 Sellers are a non-resident alien or foreign entity, Sellers shall deliver to the
County an affidavit, in a form acceptable to the County, certifying that the Sellers and any
interest holders are not subject to tax under the Foreign Investment and Real Property Tax
Act of 1980.
(e) The Sellers and the County shall each deliver to the other such other documents or
instruments as may reasonably be required to Close this transaction.
(f) The closing shall be preformed by Dominion Title Company.
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 Sellers.
7. Closing Costs; Expenses. Sellers or their Attorneys 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
Sellers 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.
7.1.4 Engineering costs incurred by Sellers from Mesimer and Associates, Inc. The costs
shall be paid directly to the engineering firm.
7.1.5 Attorney's fees and costs to Barkett Law, Mickey R.E. Barkett, Esq. and the law firm
of Gray Robinson, Ms. Barkett's former employer.
7.1.6 Appraisal fees negotiated with Calhoun, Dreggors & Associates, Inc.
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7.1.7 Construction cost estimate fees from Indian River Project Management, Inc.
7.1.8 Business damage consultant fees from Morgenstern Phifer & Messina.
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 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 Sellers 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.
8.3 Waiver and Release of Claims of Eminent Domain. This agreement represents the
full and final satisfaction of any and all claims Sellers may have in Eminent Domain with
respect to the Property, fees and costs.
8.4 Assignment and Binding Effect. Neither County nor Sellers may assign their 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 Sellers: Donald R. and JoAnn M. Staszewski
194058 th Avenue
Vero Beach, FL. 32967
If to Seller's Attorney: Mickey R.E. Barkett, Esq.
Barkett Law
201 East Pine Street, Suite 315
Orlando, Florida, 32801
If to County: Indian River County
1801 27th Street
Vero Beach, FL. 32960
Attn: Land Acquisition/Pamela Stewart
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 and 2.1.
8.10 Beneficial Interest Disclosure: In the event Sellers are a partnership, limited
partnership, corporation, trust, or any form of representative capacity whatsoever for
others, Sellers 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.
9. Lease -back: The County shall execute and deliver to Seller a lease of the Property
at the Closing. The term of the lease shall begin the day of the Closing and end on
January 31, 2009. The lease payment shall be one dollar ($1.00) per month.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
SELLER:
Donald R. Stasze ki
Date Signed: 3/Ag�o Sl
By 11 SZyr �, ., • 1
I-Aoann M. StaszewsktJ
Date Signed: � )Z_� 1 C)�
Approved as to form and legal sufficiency:
61� Mickey R. E. Barkett
Attorney for Sellers
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNT' COMMISSIONERS
A
Sandra L. Bowden, Chairman
Date Signed: April, 8, 2f,08
Attest: J. K. Barton, Clerk
Deputy Clerk
Date Signed: 0.apog
Approved as to form and legal sufficiency:
William K. DeBraal
Deputy County Attorney