HomeMy WebLinkAbout2018-178A (2)PLEASE NOTE:
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This Agreement for Sale and Purchase (the "Agreement") is made and entered into as of
the date last entered below by and between the Seller (as hereinafter defined) and the Buyer (as
hereinafter defined), based upon the following recitals:
A. Seller is the owner of the " Property" (as hereinafter defined) which Buyer desires
to purchase upon the terms and conditions hereinafter set forth.
B. Seller desires to sell the Property upon such terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby confirmed, Seller and Buyer do hereby mutually covenant and agree as follows:
DEFINITIONS.
(a) Seller: City of Vero Beach, a Florida municipal corporation, with an address of P.O.
Box 1389, Vero Beach, FL 32961-1389.
(b) Buyer: Indian River County, a political subdivision of the State of Florida, with a
mailing address of 1801 27th Street, Vero Beach, FL 32960.
(c) Land: That certain real property located at 43rd Avenue and 26"' Street in the City of
Vero Beach (the "City"), Indian River County, Florida (the "County"), containing
approximately 35.24 acres more or less, together with the building and all fixtures therein, a
legal description of which is set forth on attached *Exhibit "A" and hereby made a part hereof,
together with all existing easements, air and mineral rights and all tenements, hereditaments,
privileges and appurtenances thereto belonging or in any way appertaining thereto including, but
not limited to: any pending or future award made in condemnation or in lieu thereof, if any.
If the Land consists of more than one parcel, there shall be no intervening strips, gaps, gores or
lands to which any legal, equitable or beneficial interests are owned by others. In the event that
the legal description as contained in the survey and in the title commitment described
below deviates from the legal description attached hereto, the Buyer shall have the right to
approve the change in the legal description to that contained in the Title Insurance
Commitment. Said Land to be subject to such utility, drainage, and other easements existing or
to be retained by Seller or any utility by conveyance by Buyer to Seller at Closing. *(Final legal
description and total Property area may be adjusted to accommodate Aviation Boulevard and
43`d Avenue right-of-way roadway project).
(d) Improvements: All buildings and other improvements situated upon the Land.
(e) Realty: The Land and the Improvements.
(f) Personalty: The Personalty shall include: (i) all existing, valid and transferrable
licenses, permits and franchises issued by any federal, state or local authorities, relating to
the use, development, maintenance or operation of the Improvements, if any; (ii) all
architectural, engineering and construction plans, specifications and drawings relating to the
Property owned by Seller, if any; (iii) all logos, art work, signs, brochures, artists' renderings,
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and other advertising and promotional materials concerning the Property owned by Seller, if
any.
(g) Property: The Realty and the Personalty.
(h) Deed Restrictions: The limitations placed on development or use of the Property as
specified on the Special Warranty Deed and listed as a title exception.
2. PERSONALTY. Seller agrees to sell and convey the Personalty, if any, to Buyer by Bill
of Sale.
3. NET PURCHASE PRICE. The Purchase Price to be paid by Buyer to Seller for the
Property shall be TWO MILLION FOUR HUNDRED THOUSAND AND 00/100
DOLLARS ($2,400,000.00) NET to Seller for Buyer's purchase of the Property in an "as -is"
condition payable as follows:
(a) A deposit of Fifty Thousand Dollars ($50,000.00) (the " Deposit") shall be delivered
to the Escrow Agent by Buyer upon full execution hereof by both Seller and Buyer, which
deposit shall be held in escrow subject to the terms of this Agreement by the Escrow Agent.
Buyer's Title Agent shall serve as the Escrow Agent for such funds.
(b) Subject to the terms of this Agreement, the balance of the Net Purchase Price, subject
to prorations and adjustments provided for herein, is to be paid in unrestricted funds at the
Closing.
4. TIME FOR ACCEPTANCE AND EFFECTIVE DATE. If this offer is not accepted by
execution of this Agreement by both of the parties hereto on or before October 5, 2018, this
offer shall thereafter be deemed null and void. The "Effective Date" of this Agreement shall
be November 5, 2015 to allow the Buyer, at Buyer's own expense, to obtain satisfactory
evidence in the form of a "clean" title insurance commitment, free of issues, and the parties
are ready to proceed with this transaction and, subject to the terms, conditions, and covenants
contained herein below, prepared to close in accordance with the terms of this Agreement. In
the event Buyer is unable to obtain a clean title commitment within thirty (30) days of the
Execution Date as defined below (unless waived by Buyer) this Agreement shall terminate,
Escrow Agent shall return the Deposit to Buyer and the parties shall be relieved from any
further obligation to the other.
5. EVIDENCE OF TITLE. Within ten (10) business days from the execution of this
Agreement by Seller and Buyer ("Execution Date") Seller shall provide to Buyer a copy of its
title insurance, if any, together with a copy of all recorded documents listed as exceptions
thereon, if any, and a copy of the recorded deed of conveyance into Seller showing the legal
description thereof. Within thirty (30) days from the Execution Date, Buyer shall (unless
waived by Buyer), at Buyer's own expense, obtain a title insurance commitment issued by a
title insurance company of Buyer's choosing, agreeing to issue to Buyer, upon recording of the
deed to Buyer, an Owner's Title Insurance Policy in the full amount of the purchase price paid
in cash, insuring title of the Buyer to the Property, subject only to liens, encumbrances,
exceptions or qualifications set forth in this Agreement as Permitted Exceptions and as set
forth ori Exhibit "B" ("Permitted Exceptions"), and those which shall be discharged by
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Seller at or before Closing. Any such matters other than the Permitted Exceptions are
hereinafter referred to as "Title Defects." Survey defects concerning the Property shall be
deemed as Title Defects pursuant to this Article. Buyer shall have ten (10) days from date of
receiving evidence of title, in the form of a commitment to insure, to examine same. If Buyer
objects to any exceptions or items contained therein, Buyer shall, within the above referenced
ten (10) day period, notify Seller in writing specifying the objections or defects to which
Buyer objects. Seller shall have thirty (30) days from receipt of such notice within which to use
its best efforts to remove said defect(s), however, Seller shall have no obligation to institute
legal proceedings in order to remove a title defect. If Seller is unsuccessful in removing them
within said time, Buyer shall have the option of either (1) accepting the title as it then is, or (2)
demanding a refund of the Deposit paid hereunder which shall forthwith be returned to Buyer
and thereupon Buyer and Seller shall be released, as to one another, of all further obligations
under the Agreement. At Closing the Buyer shall pay the necessary premium to the title agent
selected by the Buyer, to procure issuance of the Owner's Title Insurance Policy as above set
forth.
6. RESTRICTIONS ON USE OF PROPERTY. It is the Buyer's intention to restrict
development and use of the Property with no residential development being permitted, which
shall be memorialized in a deed restriction. The exact language of such restrictions shall be
agreed to by the Seller and Buyer prior to closing, failing such agreement, this Agreement may
be terminated by either party and the Deposit returned to the Buyer.
7. SURVEY AND ENVIRONMENTAL INSPECTION. Seller shall deliver to Buyer,
within ten (10) days of the Execution Date, its existing survey of the Property and any
environmental reports, if any. Buyer, within thirty (30) days of the Effective Date, may have
the Property surveyed at Buyer's expense and may conduct an environment inspection or
evaluation of the Property at Buyer's expense. If the Buyer's survey or the Seller's survey,
certified by a Florida surveyor, shows any encroachment of said Property, or that improvements
located on the Property in fact encroach on lands of others, or violate any of the covenants set
forth in this Agreement, or contain any matters, other than the Permitted Exceptions, not
approved or waived by Buyer, the same shall be treated as a Title Defect. Seller shall
cooperate with Buyer in any re -certification of such surveys as Buyer may require. If the
Buyer's environmental inspection or evaluation of the Property shows environmental
contamination on the Property, or if Buyer's physical inspection of the Property shows that the
Property is not reasonably acceptable to Buyer, then Buyer may accept the Property as -is as
provided herein or may terminate this Agreement.
8. UNDERTAKINGS OF SELLER. Seller shall, within ten (10) business days from the
Execution Date, deliver to the Buyer the following documents (the "Submittals"): Copies of
all engineering reports, traffic studies, plans, specifications, artist renderings, photographs,
certificates of occupancy, permits, additional plans, renovation plans, if any, and other
documentation pertaining to the construction, operation, maintenance and/or use of the
Property as may be in the possession of Seller, or readily obtained from any consultant or
agent of Seller.
9. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Buyer as of the Execution Date and as of the Closing Date, as follows:
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(a) Seller has good and marketable title to the Property, free and clear of all mortgages, liens,
encumbrances, leases or tenancies, security interests, covenants, conditions, restrictions, rights-
of-way, and easements (except for those to be retained by or conveyed to Seller or other utilities
or entities), judgments or other matters except the Permitted Exceptions as defined herein.
Notwithstanding the foregoing, there may exist one or more continuing licenses or other
agreements affecting the property related to parking on or use of certain portions of the Property
in conjunction with operation of the adjacent Historic Dodgertown property or stadium, and in
conjunction with the adjacent 43rd Avenue roadway project, which licenses and/or agreements
shall be either assigned or terminated prior to or at Closing. Such licenses include, but may not
be limited to, license with Indian River County related to parking, license with MILB Vero
Beach LLC related to signs, and temporary license with Florida Department of Transportation
and/or Indian River County related to the 43rd Avenue roadway project. No agreement other than
this Agreement concerning or restricting the sale of the Property is in effect, and no person or
entity has any right or option to acquire the Property other than Buyer.
(b) Except as set forth herein, Seller has not contracted for any services or employment
and has made no commitments or obligations therefor which will bind Buyer as a successor in
interest with respect to the Property and except as set forth herein, or in the Exhibits, Seller is
not a party to any contracts affecting the Property which cannot be canceled upon not more
than thirty (30) days' notice to the other parties thereto.
(c) Except as set forth herein, no commitments have been made to any governmental
authority, utility company, school board, church or other religious body, or any homeowners
or homeowners' association, or to any other organization, group or individual relating to the
Property which would impose an obligation upon Buyer or its successors or assigns to make
any contributions or dedications of money or land or to construct, install or maintain any
improvements of a public or private nature on or off the Property. Except as set forth herein,
no governmental authority has imposed any requirement that any owner of the Property pay
directly or indirectly any special fees or contributions or incur any expenses or obligations in
connection with the ownership of the Property. Buyer understands that it may incur fees,
contributions, or expenses in connection with any redevelopment of the Property.
(d) No notices or requests have been received by Seller from any insurance company issuing
any of the insurance policies affecting the Property which have not been complied with. Any
notices or requests from any such insurance company received prior to the Closing Date shall be
complied with by Seller prior to the Closing Date.
(e) To the best of Seller's actual knowledge and belief, there are no pending or threatened
condemnation or similar proceeding or assessment affecting the Property, or any part thereof.
(f) Seller has received no notice of the intention of any public authority or other entity to
take or use the Property or any part thereof.
(g) Except for as otherwise described in Section (a) above, Seller is not a party or
otherwise subject to any commitment, obligation, agreement, litigation, or other proceeding
which would prevent Seller from completing the sale of the Property under this Agreement
or knowingly adversely affect the value of the Property in the hands of Buyer. Seller has full
psummate the transaction described in this Agreement, the execution and delivery
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of this Agreement by Seller and the consummation by Seller of the transactions described
herein having been duly and validly authorized by all necessary corporate action and the
observance of all required formalities on the part of Seller, such that this Agreement
constitutes a valid and legally binding obligation of Seller, enforceable against Seller in
accordance with its terms. Neither the execution and delivery of this Agreement nor the
consummation by Seller of the transaction contemplated hereby, nor compliance by Seller
with any of the provisions hereof will: (i) conflict with or result in a breach of or default under
any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license,
agreement, or other instrument or obligation to which Seller is a party or by which it or the
Property is bound, or (ii) violate any order, injunction, decree, statute, rule, or regulation
applicable to Seller or the Property, other than as disclosed to Buyer.
(h) Seller has not received any actual notice of violation, of any applicable building,
zoning, or other ordinances, resolutions, statutes, or regulations from any insurance company or
governmental agency in respect to the operation or condition of Property and, to the best of
Seller's actual knowledge, without independent inquiry, there are no such violations.
(i) To the best of Seller's actual knowledge and belief, the Property has not in the past, and
is not now, used as a depository or storage area for trash, garbage or any toxic waste, hazardous
materials or toxins. Buyer is fully aware that the previous and/or current use of the Property
may include or may have included fuel and/or petroleum product storage and that related fuel
and/or petroleum products may be or may have been stored on the Property.
0) Seller has full power and authority to own and sell the Property and to comply with the
terms of this Agreement.
(k) The execution and delivery of this Agreement by Seller and the consummation by Seller
of the transaction contemplated by this Agreement are within Seller's capacity.
(1) All of the warranties and representations of the Seller set forth in this Agreement shall be
true upon the execution of this Agreement, shall be deemed to be repeated at and as of the
Closing Date, and shall be true as of the Closing Date.
(m) The Property is currently zoned ALM and ALI-MC. Buyer shall be responsible for
pursuing any change in such zoning designation.
10. SPECIAL ASSESSMENT LIENS. Certified, confirmed, and ratified special assessment
liens as of the Closing Date are to be paid by Seller. Pending liens as of the date of Closing shall
be assumed by Buyer.
11. RISK OF LOSS. Seller shall bear all risk of casualty loss to Property occurring prior to
Closing and shall maintain in fitll force and effect all liability insurance now in force through
the Closing Date. In the event of any damage or destruction to any of the Property prior to
Closing that is not restored by the Closing Date, Buyer may rescind this Agreement and receive
a refund of the Deposit together with all interest thereon, if any. Specifically excluded from
this provision is any loss resulting from the past, present or future existence of environmental
contaminants.
,;:)
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12. SELLER'S OPERATIONS PRIOR TO CLOSING. Seller agrees that between the
Execution Date and the Closing Date, Seller shall:
(a) Not transfer any of the Property or voluntarily create on the Property any easements,
liens, mortgages, encumbrances or other interests that would affect the Property or Seller's
ability to comply with the terms and conditions of this Agreement.
(b) Promptly disclose in writing to Buyer any material change in any facts or circumstances
which would make any of the representations, or other provisions of this Agreement, inaccurate,
incomplete, or misleading.
(c) Cooperate with Buyer to assist Buyer in carrying out the transaction contemplated herein,
in obtaining any approvals and authorizations, and in delivering all documents, instruments,
or copies thereof or other information as may be reasonably requested by Buyer.
13. INSPECTION AND FEASIBILITY: APPRAISALS. Buyer shall have a period of forty-
five (45) days after the Effective Date to make a physical inspection of the Property and to
determine if it is satisfactory to Buyer. Buy shall also within said time obtain such appraisals
supporting the purchase price of the Property as required by Fla. Stat. section 125.335 and notify
Seller of receipt thereof upon completion. If the Buyer's physical inspection of the Property is
unsatisfactory to Buyer, then Buyer may accept the Property as -is, as provided herein, or may
terminate this Agreement within said forty-five (45) day period and have Buyer's Deposit
returned.
14. CLOSING DATE. Subject to all of the terms, covenants, and conditions hereof, the sale
and purchase transaction contemplated in this Agreement shall be closed on or before thirty (30)
days subsequent to the end of the Inspection Period referenced in paragraph 13 of this
Agreement. Provided that the Agreement has not been prior thereto terminated by the Buyer in
accordance with any of the provisions of this Agreement, closing of this transaction shall
occur at the offices of Buyer's Title/Escrow Agent, who shall also serve as the "Closing
Agent," or shall occur without a sit down closing by utilizing delivery of documents by
recognized courier service, wire transfer of funds, and other secure delivery methods. At such
Closing, Buyer shall deliver to the Closing Agent, in the form hereinabove specified, all monies
required to complete Buyer's payment of the Net Purchase Price of the Property and Seller shall
execute and deliver the special warranty deed, and other documents contemplated and required
to be executed and delivered pursuant to the provisions of this Agreement. Seller and Buyer
shall also execute and deliver to the Closing Agent such other documents at such Closing as
may be reasonably required of them in order to consummate and close the sale and purchase
transaction contemplated in this Agreement pursuant to the terms hereof. The Closing Agent
shall make all disbursements in accordance with a Closing Statement approved by Buyer and
Seller. Buyer shall pay the cost of the Owner's Title Insurance Policy. Buyer shall pay the
cost of recordation of all documents related to conveyance of ownership of the Property by
Seller to Buyer. Seller shall pay the cost of recordation of all documents related to conveyance
of easements by Buyer to Seller. Each party shall bear their own attorney's fees.
15. CLOSING DOCUMENTS. In addition to those documents otherwise required herein to
be delivered, the parties shall deliver to the Closing Agent the following documents at
Po:E)i n g.A
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By Seller:
(a) A Special Warranty Deed, in recordable form, by which Seller shall convey the
Property to Buyer, subject only to the Permitted Exceptions and Deed Restrictions;
(b) Such license termination and/or assignment documents related to the existing
licenses for use of the Property.
(c) Such other items, instruments, or affidavits as may be required for issuance of an
Owner's Title Insurance Policy as contemplated herein.
By Buyer:
(a) Easement Deeds and other documents as necessary to convey to Seller easements to be
retained by Seller. (I.e., utility and drainage easements; avigation easement).
16. AD VALOREM TAXES. Buyer recognizes that Seller, in its capacity as a municipality,
is exempt from the payment of ad valorem taxes on the Property. Buyer shall be solely
responsible for the payment of ad valorem taxes commencing as of the Closing, if assessed,
and assessed or accruing thereafter, and Seller shall have no liability for the payment of any
taxes that may have previously accrued or been assessed against the Property or any interest
thereon.
17. LIENS. Buyer understands that the Property, being owned by Seller in its capacity as a
municipality, is not subject to claims of lien. However, Seller, consistent with the requirements
of insuring title, shall furnish to Buyer at time of Closing an affidavit attesting to the absence,
unless otherwise provided for herein, of any financing statements, claims of lien, or potential
claimants or lienors known to Seller and further attesting that there have been no
improvements to the Property authorized by or for Seller for ninety (90) days immediately
preceding date of Closing.
18. EXPENSES. All closing costs, including, but not limited to, the cost of the title
insurance policy, the cost of recording the deed, bill of sale, any mortgage, and all other fees and
costs in connection therewith (i.e. documentary tax) shall be paid by Buyer. The cost of
recording any corrective instruments or releases to provide clear title to Buyer, and easements
conveyed to Seller or the public at Closing, shall be paid by Seller.
19. , ESCROW. The Escrow Agent receiving funds pursuant to this Agreement is authorized
and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to
disburse same subject to clearance thereof in accordance with the terms and conditions of this
Agreement. Failure of clearance of funds shall not excuse performance by the Buyer. In the
event of doubt as to his duties or liabilities under the provisions of this Agreement, the Escrow
Agent may in his or her sole discretion, continue to.hold the monies which are the subject of this
escrow until the parties mutually agree to the disbursement thereof, or until a judgment or a
court of competent jurisdiction shall determine the rights of the parties thereto, or he may
deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court
of Indian River County in conjunction with filing of the appropriate action, -and upon notifying all
pAtp rties goncerned of such action, all liability on the part of the Escrow Agent shall fully
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terminate, except to the extent of accounting for any monies theretofore delivered out of escrow.
In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by
virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow
Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to
recover a reasonable attorney's fee and costs incurred, said fees and costs to be charged and
assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent
shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of
monies subject to this escrow, unless such misdelivery shall be due to willful breach of this
Agreement or negligence on the part of the Escrow Agent.
20. ATTORNEYS' FEES AND COSTS. In connection with any litigation, including
appellate proceedings, arising out of this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees, experts' fees, and costs, including attorneys' fees, experts'
fees, and costs incurred in litigating entitlement to such fees and costs, as well as in
determining or quantifying the amount. Reasonable costs to which the prevailing party is
entitled shall include costs which are taxable under any applicable statute, rule, or guideline.
21. DEFAULT. If this Agreement is not otherwise terminated pursuant to the terms
hereof, and should Buyer fail to close under this Agreement within the time specified, the
Deposit paid by the Buyer aforesaid, together with interest thereon, if any, shall be paid by the
Escrow Agent to and retained by Seller as liquidated damages, consideration for the execution
of this Agreement, and in full settlement of any claims, and Buyer shall be obligated to return
all documents to Seller; whereupon all parties shall be relieved of all obligations under the
Agreement. Should the Seller default or breach any obligation hereunder, the Buyer's sole
remedy, shall be either to seek specific performance of this Agreement, or elect to receive the
return of its deposit from the Escrow Agent, together with all interest thereon, if any, in which
event the Agreement shall be terminated upon Buyer's receipt of the deposit and the interest, if
any, and thereupon, neither party shall have any further rights hereunder or obligations to each
other. In no event shall Seller be liable to Buyer for damages of any kind.
22. AGREEMENT NOT RECORDABLE, PERSONS BOUND AND NOTICE. Neither this
Agreement nor any notice thereof shall be recorded in any public records. However, Buyer
recognizes that this Agreement shall be part of the Public Records of the Seller in its capacity as
a municipality and thereby subject to inspection and copying. This Agreement shall bind and
inure to the benefit of the parties hereto and their successors in interest. Whenever the
context permits, singular shall include plural and one gender shall include all. Notice given by or
to the attorney for either party shall be as effective as if given by or to said party.
23. SOLE AND ENTIRE AGREEMENT. This Agreement supersedes all prior discussions
and agreements between the parties in respect to the conveyance of the Property and constitutes
the sole and entire Agreement between Seller and Buyer in respect thereto.
24. MODIFICATIONS. No alteration, amendment, change, or addition to this Agreement
shall be binding upon either party hereto unless and until reduced to writing and signed by both
parties.
25. ASSIGNMENT. This Agreement may not be assigned by either party without the written
c s nt e other party and any attempt to assign this Agreement or any interest or right
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hereunder without such written consent shall be deemed void and without any effect. Any
permitted assignee shall take such assignment subject to all terms and conditions referenced
herein, including, but not limited to, the AS -IS provisions of this Agreement.
26. INTERPRETATION. For all purposes of this Agreement, except as otherwise expressly
provided, or unless the context otherwise requires:
(a) This Agreement and all questions of interpretation, construction, and enforcement, and
all controversies arising hereunder, shall be governed by and adjudicated in accordance with the
internal laws of the State of Florida. Venue shall be in Indian River County, Florida.
(b) The captions, headings, and section numbers appearing in this Agreement are inserted as
a convenience only and in no way define, limit, construe, or describe the scope or intent of
such sections nor shall in any way effect the interpretation hereof.
(c) The phrase "this Agreement" means this Agreement as it may be amended and/or
supplemented from time to time.
(d) Wherever the words "includes" or "including" as used in this Agreement, the same
shall not be construed to restrict or limit any of the language, terms, or definitions used in
association therewith.
(e) Any reference in this Agreement to an entity shall include and shall be deemed to be
a reference to any entity that is a successor to such entity.
(f) The words "Deposit", "Land", "Improvements", "Realty", "Property",
"Submittals", and "Personalty" shall be interpreted to include any and all respective
portions thereof.
(g) Whenever this Agreement requires that something be done within a period of days,
such period shall: (i) not include the day from which such period commences; (ii) include
the day upon which such period expires; (iii) expire at 5:00 p.m. local time on the date by
Which such thing is to be done; (iv) if six (6) days or more, be construed to mean calendar
days unless specified otherwise; provided that if the final day of such period falls on a
Saturday, Sunday or legal holiday in the state where such thing is to be done, such period
shall be extended to the first business day thereafter; and (v) if less than six (6) days, be
construed to exclude any Saturday, Sunday, or legal holiday in the state where such thing is
to be done which falls within such period, Time being of the essence.
(h) Wherever in this Agreement, the consent of either party to or of any act by the other
is required, such consent shall not be unreasonably withheld or delayed, except as otherwise
indicated, if at all. The consent by either party to or of any act by the other requiring
further consent shall not be deemed to waive or render unnecessary the consent of such party to
any subsequent similar act.
(i) This Agreement may be executed in several counterparts, each of which, for all
purposes, shall be deemed to constitute an original and all of which counterparts, when taken
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together, shall be deemed to constitute one and the same Agreement, even though all of the
parties hereto may not have executed the same counterpart.
0) Wherever in this Agreement provision is made for the doing of any act by any person
it is understood and agreed that such act shall be done by such person at its own cost and
expense unless a contrary intent is expressed.
(k) The phrase "Execution Date" shall be interpreted to mean the date of execution of this
Agreement by both Buyer and Seller.
27. JUDICIAL CONSTRUCTION. Should any provision of this Agreement require judicial
interpretation, it is agreed that the court interpreting or construing the same shall not apply a
presumption that the terms hereof shall be more strictly construed against one party by reason of
the rule of construction that a document is to be construed more strictly against the party who
itself or through its agent prepared the same, it being agreed that the agents of all parties have
participated in the preparation hereof.
28. CLOSING DATE. The words "Closing" and "Closing Date," or words of similar
importance as used in this Agreement, shall be construed to mean the originally fixed title and
Closing Date specified herein or any adjourned time and date specified herein or agreed to in
writing by the parties or any earlier date permitted herein.
29. DELIVERY OF POSSESSION. Possession of the Property shall be delivered to
Buyer at Closing.
30. NOTICES. All notices, demands, or requests required or permitted to be given pursuant
to this Agreement shall be in writing and shall be deemed to have been properly given or
served to the addresses shown below, and shall be effective upon being: (a) delivered by
recognized courier service such as Federal Express; (b) delivered via e-mail with confirmation
of receipt; (c) delivered by fax with confirmation of receipt; (d) by hand delivery; or (e) by
being deposited in the United States mail, postage prepaid and registered or certified with
return receipt requested. Notice to or from counsel for a party shall be the same as notice to or
from a party.
AS TO SELLER: James O'Connor, City Manager
City of Vero Beach
1053 201h Place
P.O. Box 1389
Vero Beach, FL 32961-1389
Phone No.: 772-978-4710
Fax No.: 772-978-4716
Email: JOconnor ,,covh_org
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WITH A COPY TO: Wayne R. Coment, City Attorney
City of Vero Beach
1053 201h Place
P.O. Box 1389
Vero Beach, FL 32961-1389
Phone No.: 772-978-4730
Fax No.: 772-978-4733
Email: WCoi1!ep1&.gyb�org
AS TO BUYER: Jason E. Brown, County Administrator
1801 27th Street
Vero Beach, FL 32960
Phone No.: 772-567-8000
Fax No. 772-978-1822
Email: JBrown@ircgov.com
WITH A COPY TO: Dylan Reingold, County Attorney
1801 27th Street
Vero Beach, FL 32960
Phone No.: 772-226-1424
Fax No.: 772-569-4317
Email: DReingold(agircgov.com
Rejection or other refusal to accept or inability to deliver because of changed address of
which no notice has been given shall constitute receipt of the notice, demand, or request sent.
31. SELLER'S AGENT. Except as otherwise provided herein, the Seller's City Manager
shall be Seller's agent and shall have the authority to administer this Agreement on behalf
of Seller, including but not limited to the authority to cause notices to be served on Buyer;
enforce or terminate the Agreement upon default of any terms by Buyer; and to enforce Seller's
rights as provided herein; but excluding execution of deeds and other Closing documents on
behalf of Seller, which shall be as provided by law.
32. SAVING CLAUSE. Should any provision of this Agreement or application thereof to
any person or circumstance be held invalid or unenforceable, the remainder of this Agreement, or .
the application of such provision, to any person or circumstance, other than those to which it is
held invalid or unenforceable, shall not be affected thereby, and each provision of this
Agreement shall be valid and enforceable to the full extent permitted by law.
33. WAIVERS. Any term or condition of this Agreement, compliance therewith, or breach
thereof may be waived by the party that is entitled to the benefit thereof, but no waiver shall be
effective unless set forth in a written instrument duly executed by or on behalf of such waiving
party. Any such waiver by any party of any condition, or of the breach of any provision, term,
covenant, representation, or warranty contained in this Agreement, in any one or more instances,
shall not invalidate this Agreement, nor shall such waiver be deemed to be nor construed as a
furthering or continuing waiver of any such condition, or of the breach of any other provision,
term, covenant, representation or warranty of this Agreement. Except as otherwise provided
P��� Page 11 of 15
herein, the failure of a party to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights. A waiver by a party shall not invalidate this Agreement,
nor shall such waiver be construed as a waiver of any other covenant, condition, representation,
or warranty. A waiver by a party of the time for performing any act shall not constitute a waiver
of time for performing any other act or the time for performing an identical act required to be
performed at a later time.
34. NO MERGER. The statements, representations, and warranties set forth in this
Agreement shall not survive the Closing, except where specifically provided to the contrary.
35. BROKERS. Seller hereby acknowledges, represents, and warrants to Buyer that no
broker or finder has been employed by Seller. Buyer hereby acknowledges, represents, and
warrants to Seller that no broker or finder has been employed by Buyer or, if Buyer has so
employed any broker or finder in connection with this Agreement or the transaction
contemplated hereunder, Buyer shall be responsible for and pay all commissions that are payable
to any broker or finder in connection with this Agreement or the transaction contemplated herein,
and Buyer hereby agrees to indemnify, defend, save, and hold Seller harmless from and against
the payment of any commissions or fees or claims for commissions or fees due to Buyer
becoming liable for or incurring such commissions or fees; it being expressly agreed that the
foregoing agreement of indemnification shall survive any Closing under this Agreement.
36. DISCLOSURES. Radon Gas: Radon is a naturally occurring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present health risks to persons
who'are exposed to it over time. Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit.
37. AS IS. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE
SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE AND ACCEPTED BY
BUYER ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS,
WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE,
EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR
WARRANTY CONCERNING THE PHYSICAL CONDITION OF THE PROPERTY
(INCLUDING THE CONDITION OF TI4E SOIL, AIR, WATER, OR THE
IMPROVEMENTS OR FIXTURES), THE ENVIRONMENTAL CONDITION OF THE
PROPERTY (OR ANY PORTION THEREOF) INCLUDING THE PRESENCE OR ABSENCE
OF HAZARDOUS SUBSTANCES ON OR AFFECTING THE PROPERTY (OR ANY
PORTION THEREOF), THE COMPLIANCE OF THE PROPERTY (OR ANY PORTION
THEREOF) WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING
AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS
RESPECTING THE PROPERTY), THE FINANCIAL CONDITION OF THE PROPERTY
(OR ANY PORTION THEREOF) OR ANY OTHER REPRESENTATION OR
WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR
ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE
PROPERTY OR ANY PART THEREOF. BUYER ACKNOWLEDGES THAT BUYER,
PRIOR TO THE EXECUTION DATE OF THIS AGREEMENT HAS HAD THE
OPPORTUNITY TO REVIEW AND INSPECT ALL MATTERS WHICH IN BUYER'S
,�/�I Page 12 of 15
JUDGMENT BEAR UPON THE PROPERTY AND ITS VALUE AND SUITABILITY FOR
BUYER'S PURPOSES. BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR
WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE SIMILAR TO THE
PROPERTY AND THAT BUYER HAS OR WILL HAVE ADEQUATE OPPORTUNITY TO
COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE
ACQUISITION OF THE PROPERTY HEREUNDER IT DEEMS NECESSARY, AND WILL
ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN RELIANCE UPON SUCH
EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE
OWNER'S POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY SELLER (OTHER THAN AS EXPRESSLY PROVIDED HEREIN).
EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN
PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND
THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY.
38. INDEMNIFICATION. Buyer agrees to fully defend, indemnify and hold Seller,
harmless from and against all demands, claims, civil or criminal actions or causes of action,
liens, assessments, civil or criminal penalties or fines, losses, damages, liabilities, obligations,
costs, disbursements, expenses or fees of any kind or of any nature which may at any time after
the Closing of this Transaction be imposed upon, incurred by or asserted or awarded related to or
resulting from the presence, of any Hazardous Substance on, in or about the Property after the
Closing including: (i) any acts of omissions of Buyer, its Agents, employees or contractors at, on
or about the Property which contaminate air, soils, surface waters or ground waters over, on or
under the Property; (ii) the breach by Buyer of any representation or warranty under this
Agreement; (iii) pursuant to or in connection with the application of any Environmental Law, to
the acts or omissions of Buyer and any environmental damage alleged to have been caused, in
whole or in part, by the manufacture, processing, distribution, use, handling, transportation,
treatment, storage or disposal of any Hazardous Substance by Buyer; or (iv) the presence of any
Hazardous Substance on, in or about the Property occurring after the Closing of the Transaction.
The term "Hazardous Substance" means: (i) any substance or material determined to be toxic, a
pollutant or contaminant, under Federal, State or local statute, law, ordinance, rule or regulation
or judicial or administrative order or decision, as the same may be amended from time to time,
including but not limited to petroleum and petroleum products as defined in Section 376.301 (10),
Florida Statutes, as the same may be amended from time to time; (ii) asbestos; (iii) radon; (iv)
polychlorinated biphenyls (PCBs); and (v) such other materials, substances or waste which are
otherwise dangerous, hazardous, harmful or deleterious to human health and safety or the
environment.
39. SECTION 1031 EXCHANGE. Seller and Buyer agree to cooperate with each other
in closing the sale of the Property as a like -kind exchange under Section 1031 of the
Internal Revenue Code (the "Code") if requested. Such cooperation shall include, without
limitation, the substitution by either of an intermediary (the "Intermediary").
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
entered below and the respective signatories of the parties whose signatures appear below hereby
warrant and represent that they have been and are on the date of execution of this Agreement
duly authorized to execute this Agreement on behalf of and bind their respective party.
Page 13 of 15
ATTEST:
Jeffrey R. Smith, Clerk of Court
and Comptroller
BZM td `Q
Deputy Clerk
[SEAL]
Approved:
Jason El Bro n, County Administrator
IML/ p)
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
,.Go�taTY......
Cn
YIY.Y•
Date signed: September 181 2018
Approved by BCC: September 18, 2018
Approv to Form and Legal Sufficiency:
rlI 11�— i fj /9
ylan Reingold, County Attorney
[SIGNATURES CONTINUE ON NEXT PAGE]
IPage 14 of 15
S/2
ATTEST:
Tammy K. Bursick
City Clerk
[SEAL]
SELLER:
CITY OF VERO BEACH, FLORIDA
By:
Harry Howie III
Mayor
Date signed:
Approved by CC:
CITY ADMINISTRATIVE REVIEW
(For Internal Use Only—Sec. 2-77 COVB Code)
Approved as to form and legal
sufficiency:
Wayne R. Coment
City Attorney
Approved as to technical requirements
Monte K. Falls
Public Works Director
Approved as conforming to municipal
policy:
James R. O'Connor
City Manager
Approved as to technical requirements:
Cynthia D. Lawson
Finance Director
Page 15 of 15
EXHIBIT "A"
Property Description
Parcel Id Numbers: 32392600011023000001.1, 32392600011023000001.2,
32392600011023000001.3
Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a
part'of Tracts 4 and 5, Section 3, Township 33 South, Range 39 East and being more particularly
bounded and described as follows:
All of Dodgertown Parcel 1-A as described in Official Records Book 1961, Page 956 of
the Public Records of Indian River County, Florida;
Together with;
Dodgertown Parcel 2-A & a portion of Parcel 1-C as described in Official Records Book,,,,,
2517, Page 547 of the Public Records of Indian River County, Florida;
Together with;
Dodgertown Parcel 3-A as described in Official Records Book 1961, Page 968
Of the Public Records of Indian River County, Florida;
Less:
That portion deeded to Indian River County as described in Official Records Book 2517,
Page 551 of the Public Records of Indian River County, Florida;
Also Less:
That portion right of way deeded to Indian River County along 43rd Avenue, as
described in Official Records Book 2878, Page 480 of the Public Records of Indian River
County, Florida;
Overall Parcel also being described as:
Commencing at the northwest corner of Section 3-33-39;
Thence South 00°00'47" West along the west line of said Section 3-33-39 for a distance
of 30.00 feet,
Thence South 89°45'39" East for a distance of 75.00 feet to a Point of intersection with
the east right of way of 43rd Avenue and the south line of the Indian River Farms Water Control
District's Canal A-3, said intersection also being the Point of Beginning of the following
described parcel;
Thence from the Point of Beginning, continue South 89°45'39" East on the said south line
of Canal A-3 for a distance of 794.99 feet;
Thence South 03132'27" West for a distance of 582.12 feet;
Thence South 00°14'21" West for a distance of 360.85 feet;
Thence South 02°50'58" East for a distance of 830.37 feet to a point lying 50 feet north of
and perpendicular to the Indian River Fauns Water Control District's Main Canal;
Thence South 69°22'53" West and parallel with the said Main Canal for a distance of
880.69 feet to a point on the east right of way of 43rd Avenue;
Thence North 00°00'47" East along the said east right of way of 43rd Avenue for a
distance of 88.90 feet;
Thence North 04°41'53" East for a distance of 159.16 feet;
Thence North 00°00'47" East for a distance of 345.57 feet;
Thence North 10°28'14" East for a distance of 33.06 feet;
Thence North 00°00'47" East for a distance of 75.08 feet;
Thence North 07°4844" West for a distance of 139.55 feet:
Thence North 00°00'47" East for a distance of 1220.72 feet;
Thence North 45°07'34" East for a distance of 35.29 feet to the Point of Beginning;
Said parcel containing 1,535,197 square feet or 35.24 acres more or less.
Note: said parcel subject to casements as shown.
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CRY VROPERTYJ NRDAVENVEAMO 2sTsl STREET
a ::.m ��' i l -•J BOUNDARY SURVEY
1-1
EXHIBIT
„B"
PERMITTED
EXCEPTIONS
All applicable law, ordinance, zoning, and governmental regulations.
2. Taxes for the current year, which are not yet due and payable, and subsequent years.
-Easements; restrictions, covenants -and conditions -as set forth in the Plat; if -any.,- - - - - -
4. All easements of record.
5. Any easements in favor of Seller, utilities, or the public necessary over existing and
future utility or drainage facilities.
6. Restrictions related to the Runway Protection Zone (RPZ) affecting the Property
related to the Vero Beach Regional Airport pursuant to applicable City of Vero
Beach Land Development Regulations and Florida Statutes, as well as any avigation
easement related thereto.
7. Deed restrictions providing that the Property may only be developed or used for
uses with no residential development being permitted. The exact language of such
restrictions to be agreed to by the Seller and Buyer prior to Closing.
r1 IIAA
LEGAL DESCRIPTION
RIGHT OF WAY PARCEL
ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING A PORTION OF TRACT
4, SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER FARMS COMPANY SUBDIVISION.
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE,25 OF THE PUBLIC RECORDS
OF ST. LUCIE COUNTY, FLORIDA, NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA. SAID LANDS
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT;
COMMENCING FOR REFERENCE AT THE NORTHWEST CORNER OF SAID SECTION 3;
THENCE, BEARING SOUTH 89'45'48" EAST, ALONG THE NORTH LINE OF SAID SECTION 3, A DISTANCE OF
75.12 FEET TO A POINT;
THENCE, LEAVING SAID NORTH LINE, BEARING SOUTH 00'14'12" WEST. A DISTANCE OF 30.00 FEET TO A
POINT ON THE SOUTH LINE OF LATERAL A-3 AND THE POINT AND PLACE OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL;
THENCE, BEARING SOUTH 89'45'48" EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 136.04 FEET TO A
POINT;
THENCE, LEAVING SAID SOUTH UNE, BEARING SOUTH 68'26'07" WEST, A DISTANCE OF 5.39 FEET TO A
POINT;
THENCE, BEARING NORTH 89'45'48" WEST, A DISTANCE OF 116.03 FEET TO A POINT;
THENCE, BEARING SOUTH 45'07'21' WEST, A DISTANCE OF 56.46 FEET TO A POINT ON THE EASTERLY
RIGHT OF WAY UNE OF 43RD AVENUE (CLEMANS AVE);
THENCE, BEARING NORTH 00'00'29" EAST. ALONG SAID EASTERLY UNE, A DISTANCE OF 16.99 FEET TO A
POINT;
THENCE, BEARING NORTH 45'07'16" EAST, ALONG SAID EASTERLY LINE, A DISTANCE OF 35.29 FEET TO
THE POINT OF BEGINNING.
THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 804 SQUARE FEET OR 0.02 ACRES, MORE OR
LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF
TITLE.
LEGEND
SECTION UNE
PROPERTY UNE
PROPOSED R/W ACQUISITION
EXISTING R/W LINE
R/W RIGHT OF WAY
ORB OFFICIAL RECORDS BOOK
PG PAGE
POB POINT OF BEGINNING
POC POINT OF COMMENCEMENT
SURVEYORS NOTES
1) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY.
2) THE BEARING BASE FOR THIS- SURVEY, IS THE NORTH LINE OF SECTION 3. SAID UNE BEARS
NORTH 89'45'48" WEST.
3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION PROCESSES.
4) INFORMATION SHOWN HEREON IS BASED UPON THE PRELIMINARY RIGHT OF WAY MAP FOR
AVIATION BOULEVARD PERFORMED BY BURDETTE AND ASSOCIATES. INC_
I
I to)
W. CORNER
SECTION 3
33 34 L7
cli
J
804 SQ. IFT. �.�
0.02 ACRES r`
J
Izz w
o z
J
� � 3
w
�
I�I
w
43�
� 50'
I
N
W E
S
0 100' 200'
GRAPHIC SCALE 100'
.dLg%l e0w'tt bN li,(ol
60' _
26th STREET (WALKER AVENUE)
30' P -0-B- 589'45'48"E 4
BASIS OF BEARINGS _
NORTH UNE SECTION 3 & TRACT 4
L3__ LA7FRALA-3_CgNAL
2, LS ' -- \,4 SOUTHERLY LINE
�p LATERAL A-3
30'
3239260001 10 230G0001.3
CITY OF VERO BEACH
O.R.B. 1961. PG. 960
TRACT 4
SECTION 3, TOWNSHIP 33 SOUTH,
RANGE 39 EAST
INDIAN RIVER FARMS CO.
SUBDIVISION
P.B. 2. PG. 25
This certlRaa that a /epa d tkxt and sketch o! the property
desobed hereon tros mode undx my rup—am cnd thot ehlr legal
desrrptfan end sketch meets the mfaknum techNcal.etondards sat
forth by the R1Mdo Boats of Pro&.1baa L -d 9,—)— fn Chap tar
61017-6, R7 fda Adminhtrotfw Code, pern,aol- to SeceAm 472.027,
R,Wdo'Statafes. And Not th& drorfng U a 1— and aocurofe
represenfolton th—f la the best of my k—kd0e and M10
Suboet fo notes and notoflons sham hereon.
Guj>
Q
moo
1 0�2
Y�O
}}
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Lu Z
0itQ
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A Z N
k� g�
0
a(94
E.G DEMEM;t P.S.Af. Na. 5179 d a W
0
DA7E ^ ^
NOT VALID tf17N0UT 7NE AONAIUR£ AND 7NE ORIGINAL RAISED SEAL
OF' NE RLLIMDA LICENSED SURVEYOR AND NAPPER AOOVE a
6"''00 SZ --CV M 35\"4'q'* pao Istat -OP -VA -0 I01LVAV-+Z0t10Lf\A--19- NA\:M Awou 6Nwot0
LINE TABLE
LINE
LENGTH
BEARING
L1
75.12
589'45'48"E
L2
30.00
S0094'12"W
L3
136.04
S89'45'48"E
L4
5.39
56826'07"W
L5
116.03
N8945'48"W
L656.46
S45'07'21"W
L7
16.99
N00'Op'2)"E
LB
35.29
N45'07'16"E
This certlRaa that a /epa d tkxt and sketch o! the property
desobed hereon tros mode undx my rup—am cnd thot ehlr legal
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