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HomeMy WebLinkAbout2010-080 ORIGINAL Cf Z AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND PHILLIP M . AND JOANNE A . SEMENUCK THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement" ) is made and entered into as of the 23rd day of March 20 , by and between Indian River County , a political subdivision of the State of Florida ("the County") , and Phillip M . and Joanne A . Semenuck , ( Seller" ) , who agree as follows : WHEREAS , Phillip M . and Joanne A . Semenuck owns property located at 6480 41 st Street , 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 66th Avenue in the future and the road expansion will impact and affect the Semenuck 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 of 41 st Street ; and WHEREAS , the County has contacted Phillip M . and Joanne A . Semenuck and has offered to purchase approximately 0 . 10 acres of property from the Semenucks ' to be used as right- of-way as depicted on Exhibit "A" (the Property) ; and WHEREAS , the County is prepared to take the Property by using its power of eminent domain ; and WHEREAS , Phillip M . and Joanne A . Semenuck 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 1 - ORIGINAL forth in this Agreement that certain parcel of real property located at 6480 41 st Street , Vero Beach , Florida and more specifically described in the sketch and legal description attached as Exhibit "A" , fee simple , containing approximately 0 . 10 acres , 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 $ 6 , 394 ( Six Thousand Three Hundred Ninety Four Dollars ) . 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 . 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 . 1 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 2 ORIGINAL 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 45 days following the execution of the contract by the. Chairman of the Board of County Commissioners . 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 . 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 Seller . 3 ®llUGINA1L 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 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 . 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 . 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 . 4 ®lltliGINA1L 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: Phillip M . & Joanne A . Semenuck 6480 415t Street Vero Beach , FL 32967 If to County : Indian River County 1801 27th Street Vero Beach , FL . 32960 Attn : Land Acquisition/Louise Gates 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 may be 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 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 . 5 COPY 8 . 11 Fees and Costs : County agrees to pay a reasonable attorney ' s fee to review the enclosed documents and provide legal advice as to your best interests in the endeavor . 8 . 12 " Seller acknowledges receipt of the " Notice to Owner" and understands his/her rights granted under Florida Law Chapters 73 and 74 . " Initials IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . INDIANw.RrIVER, GO' LINTY FLORIDA BCARD& O'roCOUNTY-0 OMMISSIONERS 'J "v = Ppter D..' O.' B'ry'an , Ch6irtnag Ph p Aemenuck Date w '.. .1 . ✓ � it� � . Approved by BC.C . =` arch 23 , 2010 oanne A . Semenuck Date ATTEST : Jeffrey K . Barton , Clerk of Circuit Court Deputy Clerk Approved : seph A Baird , County Administrator P r ved as o Form and-Legal Sufficiency : 7zz � a z County Attorney 6 50' 41ST STREET I T PARCEL 301 15 r— Q 9 W Z z H & C HOOSHMAND z 0D z ° A PORTION OF w TRACT F ILL O Ir LIMITED PARTNERSHIP - J TRACT 19, NORTH )¢ OF SECTION 29, z :DQ w ¢ 32392900001017000001 . 0 a N < TOWNSHIP 32 SOUTH , RANGE 39 EAST AMELIA PLANTATION n Z (� ^ � � 3 ORB 1523, PG 1077 w F 3 cr V) a PB 18, PG 19 N N W 3 W LL PHILLIP M JOANNE A SEMENUCK ~ LL �7 1 > Q 32392900001019000002. 0 rn _ ORB 783, PG 490 LL n a Q —� _n PROPOSED RIGHT OF WAY LINE _ O Q F F = Q " PARCEL 301 TNOOR FHWAYYLNIEHT 0 w w 4, 485 SQ. FT. F- Cr to to W 0. 10 ACRES YM O � ~ 195. 00' _ _ (nWLLQ oPROPOSED RIGHT OF WAY LINE Z }653. 00'± 23' Of Q Q Z NORTHERLY RIGHT OF WAY LINE N ` 195.00 W 30' P.O. B . —30 29 _ '�A 1 /4 SECTION LINE ORB 783. , 41ST STREET a PG 490 60, (SOUTH GIFFORD ROAD) TRACT LINE W WEST Y4 BASIS OF BEARINGS _ 1 CORNER 3o SUB - LATIERAL A6 DITCH N89�129E � � it SECTION 29r�i — v SOUTHERLY RIGHT OF WAY LINE — i W Z OrrQ LEGAL DESCRIPTION — — — — — — J 0 RIGHT OF WAY PARCEL Q N Z 0 THE SOUTH 23. 00 FEET OF THE FOLLOWING DESCRIBED PARCEL AS RECORDED IN OFFICIAL W RECORDS BOOK 783, PAGE 490: - j W_+ ( E BEGINNING AT A POINT ON THE WEST LINE OF TRACT 19 IN THE NORTH HALF OF SECTION 29, LEGEND TOWNSHIP 32 SOUTH , RANGE A EAST, ACCORDING TO THE PLAT OF INDIAN RIVER FARMS SECTION LINE IN ci COMPANY WHICH SAID PLAT WAS FILED MARCH 230 1915, AND AMENDED IN PLAT BOOK 2, PAGE _25, PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA, WHERE SAID WEST LINE IS INTERSECTED BYPROPERTY LINES NORTH BOUNDARY LINE OF SOUTH GIFFORD ROAD AS RECORDED IN PLAT BOOK 4, PAGE 37, PROPOSED R/WINDIAN RIVER COUNTY, FLORIDA, THENCE RUN EAST ALONG THE NORTH BOUNDARY LINE OF SOUTH LINE 0 120' OF FSOAID TRACCTI 9 A95 EDSTANCECOFN225 F ET; ATHENCE A DISTANCE OF 1955 EET TO THEAWESTIERNRIGHT OF WAY LINEf0 R/W RIGHT OF WAYBOUNDARY LINE OF SAID TRACT 19 , THENCE RUN SOUTH ALONG THE WESTERN BOUNDARY LINE OFGRAPHiCSCALE60' SAID TRACT 19 A DISTANCE OF 225 FEET TO THE POINT OF BEGINNING. ORB OFFICIAL RECORDS BOOKPG PAGECONTAINING 4, 485 SQUARE FEET OR 0. 10 ACRES, MORE OR LESS. POB POINT OF BEGINNINGSURVEYORS NOTESFn�tdaStctut*s. a ±hot o legal descr/pilon and sketch the ereon Mos mode under my superHslM and that Nb legofTHIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY. and ,ketch meet= the m!n namtechnicalStandardssete f7orlda Boord o/ Professional Land Surroyars kr Chapter2) THE BEARING BASE FOR THIS SURVEYIS THE SOUTH LINE OF THE NORTH � OF SECTION 29 . orfda Adm%n/=trot/w Code, pur onf to Sector X72077 � SAID LINE BEARS NORTH 89 '51029" EAST. tutes. And that this dmwing is o true and occurcte IN R t rePM3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION Sub* t totlno therm/ to the best w haknowedge and 6NIel. OF Subject to notes and notations shown hereon. u PROCESSES. 4) RIGHT OF WAY LINES AS SHOWN HEREON ARE BASED UPON THE INDIAN RIVER FARMS £. 0 DEAI£TER, P.SM. No. ; $ COMPANY SUBDIVISION AS RECORDED IN PLAT BOOK 21 PAGE 25. DA 7E.- 5779 NOT VAUD WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL 0£ 7HE aORIDA LICENSED SURY£YOR AND MAPPER ABOVE pmyro lnod :(q wdgf :f OtOi $ t uoT 6.P10£ -MLVd M-d 3\A312IfLS\LSIf\OGV3\00 H3AI8 NV10NI\AAknv -BNA\ :e v=u by.ox7 Right-of-Way Parcel #301 Tax ID #32-39-29-00001 -0190-00002.0 Instrument prepared by & should be returned to: 2065452 Indian River County Attorney's Office THIS DOCUMENT HAS BEEN 180127h Street, Veto Beach, FL 32960 RECORDED IN THE PUBLIC RECORDS OF INDIAN RIVER COUNTY FL BK: 2419 PG : 859 , Pagel of 2 05112;2010 at 04: 23 PM , D DOCTAX PD $44. 80 STATUTORY WARRANTY DEED JEFFREY K BARTON , CLERK OF COURT THIS INDENTURE, made this Zy day of May, 2010 , between PHILLIP M . SEMENUCK and JOANNE A. SEMENUCK, his wife , whose address is 6480 41 " Street, Vero Beach, FL 32967 , GRANTOR, and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, the address of which is 1801 27th Street, Vero Beach, FL 32960, GRANTEE, WITNESSETH : That GRANTOR, for and in consideration of the slue of SIX THOUSAND THREE HUNDRED NINETY-FOUR and No / 100 Dollars ($ 6 , 394 . 00) and other good and valuable consideration to GRANTOR in hand paid by GRANTEE, the receipt of which is hereby acknowledged, has granted , bargained, and sold to the GRANTEE, and GRANTEE' S heirs and assigns forever, the following described land, situate, lying, and being in Indian River County, Florida : EXHIBIT " A" ATTACHED HERETO AND MADE A PART HEREOF AND GRANTOR does hereby fully warrant the title to the land, and will defend the same against the lawful claims of all persons whomsoever. Signed the presence of: sign : Witness I 1 f i� print name : KcLr' W V'I PHIL �IP M . SEMENUCK si Witness d e prin ame : / N� ,4 - fc �d ?1ANNE A . SEMENUCK STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this day of May, 2010, by PHILLIP M . SEMENUCK and JOANNE A . SEMENUCK, his wife , who a personally lmown to me or produced F�. 'Y L :5 as identification sign : otary Pub is Affix Notary stamped seal showin LINDA A C C EWI �h0VSD AS FC2 Commission # & expiration date : ,,�Pprn°B''• Notary Public • state of Florida A11�4Q7 (s~ AL SU 1 I C`Y =•'WOO = My Commis�n Expires Nov 11 , 2010 Commission0 DD 612"5 (BY to t, ' BonmMwoughNallonsiNotaryAom, WILLIAM K . DEBKAAL DEPUTY COUNTY ATTORNEY -- 50 ' J � Q 2w H & C HOOSHMAND w a w ° A PORTION OF Z TRACT F z TRACT 19 , NORTH Y2 OF SECTION 29 , �` AMELIA PLANTATIO Lu Z � � � LIMITED PARTNERSHIP � F- ~ PB 18 , PG 19 TOWNSHIP 32 SOUTH , RANGE 39 EAST r- v Q > 32392900001017000001 . 0 (nn Q w Q w < ui ORB 1523 , PG 1077 w Z U Q PHILLIP M JOANNE A SEMENUCK M M LU w 0 32392900001019000002 . 0 I I > Q Qf ORB 783 , PG 490 � N Q J a v PROPOSED RIGHT OF WAY LINE NORTHERLY RIGH PARCEL 301 OF WAY LINE z z 0 = Q „ 41485 SQ . FT. 0 . 10 ACRES Lu Lj F— F In N W _ _ 195 . 00 ' _ _ ~ o PROPOSED RIGHT OF WAY LINE23 0 100 ' Q 653 . 00 ' f — N _ _ _ N NORTHERLY RIGHT OF WAY LINEP195 . 00 ' 30 ' . o . 6 . 1 41 ST STREET -30 29 - _� 1 /4 SECTION LINE PG64903� 60 ' ( SOUTH GIFFORD ROAD ) ,TRACT LINE WEST Y4 BASIS OF BEARINGS N89 51 29 E CORNER 30 ' SUB - LATIERAL A6 DITCH SECTION 29 — SOUTHERLY RIGHT OF WAY LINE ++ — — — — — LEGAL DESCRIPTION RIGHT OF WAY PARCEL N THE SOUTH 23 . 00 FEET OF THE FOLLOWING DESCRIBED PARCEL AS RECORDED IN OFFICIAL RECORDS BOOK 783 , PAGE 490 : XBEGINNING AT A POINT ON THE WEST LINE OF TRACT 19 IN THE NORTH HALF OF SECTION 29 , Lu E TOWNSHIP 32 SOUTH , RANGE 39 EAST, ACCORDING TO THE PLAT OF INDIAN RIVER FARMS COMPANY WHICH SAID PLAT WAS FILED MARCH 23 , 1915 ; AND AMENDED IN PLAT BOOK 2 , PAGE _ 25 , PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA , WHERE SAID WEST LINE IS INTERSECTED BY S NORTH BOUNDARY LINE OF SOUTH GIFFORD ROAD AS RECORDED IN PLAT BOOK 4, PAGE 372 INDIAN RIVER COUNTY, FLORIDA , THENCE RUN EAST ALONG THE NORTH BOUNDARY LINE OF SOUTH GIFFORD ROAD 195 FEET; THENCE NORTH ON A LINE PARALLEL TO THE WESTERN BOUNDARY LINE 0 60' 120' OF SAID TRACT 19 A DISTANCE OF 225 FEET; THENCE A DISTANCE OF 195 FEET TO THE WESTERN BOUNDARY LINE OF SAID TRACT 19 , THENCE RUN SOUTH ALONG THE WESTERN BOUNDARY LINE OF GR�IPHIC SCALE 60' SAID TRACT 19 A DISTANCE OF 225 FEET TO THE POINT OF BEGINNING . �. CONTAINING 4, 485 SQUARE FEET OR 0 . 10 ACRES , MORE OR LESS . This certifies thafaleg'ol; described_ hereoni�,was n of e SURVEYORS NOTES des"`Pt`° "AWS. . tc M4 _ s „ forth `by , th@ �7 1 "6' k .O '61G17 6,` Flo�da Atirrilnis�` 1 ) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY. Flondo stafutes "And4hi 4representlobon therleof tdi 2 ) THE BEARING BASE FOR THIS SURVEY, IS THE SOUTH LINE OF THE NORTH Y2 OF SECTION 29 . sub c7 .@o notes and nit SAID LINE BEARS NORTH 89 '51 ' 29 " EAST. �; s /" °• ''Ik ' ' 3 ) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION PROCESSES . E. C .DJE '4 ) RIGHT OF WAY LINES AS SHOWN HEREON ARE BASED UPON THE INDIAN RIVER FARMS "°ArE > COMPANY SUBDIVISION AS RECORDED IN PLAT BOOK 2 , PAGE 25 . `N0lP;VAL`]°' LW4fuuc� i 'I OF ,TFIE; fLQA} 2lyFNS . D, pjoglns , lnod Xq wdVSZI 60OZ 1�70 daS tln ,14 6M0l0Lyp302Yd &�Jpm