HomeMy WebLinkAbout2017-192 AGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
FISCHER FAMILY PARTNERSHIP, LLC
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 21 day of November , 2017, by and between Indian
River County, a political subdivision of the State of Florida ("the County"), and Fischer
Family Partnership, LLC ("the Seller) who agree as follows:
WHEREAS, Seller owns property located at 6425 77th Street,Vero Beach, FL,Vero
Beach, Florida. A 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 do road improvements on 66th Avenue
between 49th Street and 81s' Street in the future and the road expansion will impact the
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 along and
adjacent to 66th Avenue; and
WHEREAS,the County contacted the Seller and offered to purchase right-of-way of
approximately 11,883 square feet or 0.27 acres of property as depicted on Exhibit"A", and
WHEREAS,the Parties agree this is an arm's length transaction between the Seller
and the County, without the threat of eminent domain.
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 6425 77th Street,Vero
Beach, FL and more specifically described in the legal description attached as Exhibit"A",
fee simple, containing approximately 11,883 square feet, 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 $46,943.00 (Forty Six Thousand and Nine Hundred Forty-Three 00/100
Dollars). The Purchase Price shall be paid on the Closing Date. The Effective Date of this
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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
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
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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) 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.
(c) 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.
(d) 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.
7. Personal Property.
7.1 The Seller shall have removed all of its personal property, equipment and trash from
the Property. The Seller shall deliver possession of the Property to County vacant and in
the same or better condition that existed at the Effective Date hereof.
7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to
County, if applicable.
8. Closing Costs; Expenses. County shall be responsible for preparation of all Closing
documents.
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8.1 County shall pay the following expenses at Closing:
8.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by
Seller pursuant to this Agreement.
8.1.2 Documentary Stamps required to be affixed to the warranty deed.
8.1.3 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
8.2 Seller shall pay the following expenses at or prior to Closing:
8.2.1 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.
9. Miscellaneous.
9.1 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.
9.2 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 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.
9.3 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.
9.4 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: Dr. Henry A. Fischer
Fischer Family Partnership, LLC
PO Box 780068
Sebastian, FL 32978
If to County: Indian River County
1801 27th Street
Vero Beach, FL 32960
Attn: Land Acquisition/Monique Filipiak
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Either party may change the information above by giving written notice of such change as
provided in this paragraph.
9.5 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.
9.6 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.
9.7 Counterparts. This Agreement may be executed in two or more counterparts, each
one of which shall constitute an original.
9.8 County Approval Required: This Agreement is subject to approval by the Indian
River County Board of County Commissioners as set forth in paragraph 2.
9.9 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.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS /
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Peter D. O'Bryan, Chair an zr*,>.`;)/ Dr.*tletcry A. ischer Date
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Approved by BCC November 21, vitly
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ATTEST:
Jeffrey R. Smith, , lerk of Court . ,:
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Comptroller
BY: 4110(
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D:tilly CI- /
Approlik I
Jason . B iwn, Countdministrator
Approved as to Form and Legal Sufficiency:
fICIA4, C-iL
William K. DeBraal, Depbty County Attorney
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EXHIBIT "A"
PBS 2-12W10AOFTR3&E20AOFTR4&W10AOFN20AOFTR4&N256FTOFE1/2OFTR5&
N 256 FT OF W 10.82 A OF TR 6 LESS R/WS(OR BK 693 PP 1203)&ALSO INC A PCL OF LAND BEING A
PORT OF TR 4 BOUNDED AS FOLL: BOUNDED ON THE N BY THE N LINE OF S 1/2 OF TR 4; BOUNDED
ON THE E BY W LINE OF E 5 A OF S 20 A OF TR 4; BOUNDED ON THE S BY THE S LINE OF TR 4 &
BOUNDED ON THE W BY W LINE OF E 5 A OF S 1/2 OF TR 4; LESS THE FOLL: A PARCEL OF LAND
BEING A PORT OF TRS 3,4, 5&6, SEC 5, TWP 32 S, RNG 39 E ACCORDING TO THE LAST GENERAL
PLAT OF LANDS OF THE INDIAN RIVER FARMS CO SUB, PBS 2-25 OF THE PUBLIC RECORDS OF ST
LUCIE COUNTY, FLORIDA,SAID LANDS NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA,
MORE PART DESC AS FOLL: COMM AT NW COR OF SAID TR 4, PROCEED S 89 DEG 50 MIN 29 SEC E
ALONG THE N LINE THEREOF A DIST OF 1619.89 FT TO THE NW COR OF REPLAT OF SPYGLASS
AFFIDAVIT OF EXEMPTION AS RECORDED IN PBI 26-60, PUBLIC RECORDS OF INDIAN RIVER
COUNTY, FLORIDA; TH S 00 DEG 31 MIN 15 SEC W ALONG THE W LINE OF SAID PLAT A DIST OF
525.20 FT TO POB;TH CONT S 00 DEG 31 MIN 15 SEC W ALONG SAID W PLAT LINE A DIST OF 741.21
FT TO THE SW COR OF SAID PLAT; TH S 89 DEG 44 MIN 26 SEC E ALONG THE S LINE OF SAID PLAT
A DIST OF 7.22 FT TO A PT ON THE E LINE OF THE W 10.82 AC OF SAID TR 6;TH S 00 DEG 27 MIN 45
SEC W ALONG SAID E LINE A DIST OF 256.00 FT TO A PT ON THE S LINE OF THE N 256.00 FT OF
SAID TR 6; TH N 89 DEG 44 MIN 26 SEC W ALONG SAID S LINE AND THE S LINE OF THE N 256.00 FT
OF SAID TR 5 A DIST OF 494.51 FT; TH N 00 DEG 31 MIN 15 SEC E A DIST OF 837.62 FT; TH S 89 DEG
40 MIN 20 SEC E A DIST OF 305.73 FT; TH N 00 DEG 31 MIN 15 SEC E A DIST OF 159.95 FT; TH S 89
DEG 44 MIN 26 SEC E A DIST OF 181.30 FT TO POB"
Commonly known as: 6425 77th Street, Vero Beach, FL 32967
Parcel ID Number: 32-39-05-00001-0030-00002.0
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