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HomeMy WebLinkAbout2021-094AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT is entere&into as of the 7th day of July, 2021,E by and between indian�River, County;.a political subdivision of the State of`Florida,:whose address is 1801 27cn Street, -Vero, Beach, FL 32960 _("County"),'and Fredrick- L. Lipfert;. Trustee of the Frederick-; L,-Lipfert and Norma Cr Lipfort Trust Agreement dated February 14; 2013, whose 'addresslis 2536.1 stiStreet, Vero Beach, FL 32,9,6.2 (".Lipfert"). WHEREAS, Lipfert owns a 12.25 -acre parcel,of improved land located..at 7905, 66th Avenue, Vero Beach, FL .32966 on the west side of 66th Avenue and north of 61St Street as depicted on the aerial photo attached las Exhibit 'A"; =and WHEREAS, the parcel is zoned A-1, Agricultural, up to one; residential unit per five. acres and lies outside of the Urban Services Boundary; and WHEREAS, County is undertaking, a road expansion project consisting of the widening of 66th Avenue north of 49th Street to County Road 51D, for which County needs a 1.07 acre parcel of property (Property) at the eastern edge of the parcel -to be used as right-of-way; and WHEREAS, in order to avoid the uncertainty of trial and the costs of litigation, the Parties have agreed to purchase and sell the above parcel of Property to be used for the second phase of the 66th Avenue Improvement Project. NOW THEREFORE, in consideration of the mutual undertakings herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: Recitals. The above recitals are true and correct and are incorporated herein. 1. Agreement to -Purchase and Sell.. Lipfert hereby agrees to sell to the County, and the County .hereby agrees to purchase: from Lipfert, upon the terms and conditions, set forth in this Agreement, the 1.07 acre parcel of real property and more specifically described in Exhibit "B" attached and incorporated by reference- herein. .2. Purchase Price: Effective Date. The purchase price (the "Purchase Price') for the Property shall be: FORTY-FIVE THOUSAND FOUR HUNDRED SEVENTY FIVE dollars ($45;475.00). 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, by the Indian River County Board of County Commissioners at a formal meeting, of such Board. 3. Title to the Property. Lipfert shall convey marketable title to the Property by warranty deed free of claims, liens,, easements and encumbrances of record or known to Lipfert; but subject to property taxes for the year of Closing and subject to 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. 4. County may order an Ownership and Encumbrance Report with respect to the Propoerty. County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, deliver written notice to Lipfert 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 Lipfert cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Lipfert 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 Lipfert, to: (i) terminate this Agreement, whereupon it 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. 5. Representations of Lipfert. 5.1 Lipfert 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, except for the lease held by Amanda Tongay. 5.2 From and after the Effective Date of this Agreement, Lipfert 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. 5.3 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. 6. Default. 6.1 In the event the Lipfert shall fail to perform any of its obligations hereunder, the County shall be entitled to: (i) terminate this Agreement by written notice delivered to the Lipfert at or prior to the Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive Lipfert's default and proceed to Closing. 6.2 In the event of a default by the County, the Lipfert shall be entitled, as its sole remedy hereunder, to terminate this Agreement. Lipfert shall have no claim for specific performance, damages or otherwise against the County. 0) 7. Closing. 7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) Lipfert 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 paragraphs 3 and 4 respectively. (b) Lipfert shall have removed all of its personal property and equipment from the Property and 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 Lipfert 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) Lipfert shall deliver to the County an affidavit, in form acceptable to the County, certifying that Lipfert is not a non-resident alien or foreign entity, such that Lipfert and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) Lipfert and the County shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction, including any corrective documents. 7.2. Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. County shall pay the following expenses at Closing: (a) The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. (b) Documentary Stamps required to be affixed to the warranty deed. (c) All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 8. Prorations. 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 Lipfert. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, Lipfert shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the Property. If the Closing Date occurs between January 1 and November 1, Lipfert shall, in accordance with Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 3 9. Miscellaneous. 9.1 Controllinq 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 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered into by Lipfert under the threat and in lieu of condemnation. 9.3 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 Lipfert 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. 9.4 Assignment and Binding Effect. Neither County nor Lipfert 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. 9.5 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 Lipfert: Fredrick Lipfert 2536 1 st Street Vero Beach, FL 32962 If to :County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.6 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 M 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. 9.7 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. 9.8. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.9. County Approval Required. This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.10 Replacement of Fencing Along the Property. At the time of construction, the County shall, at its own cost, remove the existing fencing along the current right-of-way line and either relocate it or replace it with similar fencing at the new right-of-way line. SIGNATURES ON THE FOLLOWING PAGE 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth below. The Frederick L. Lipfert and Norma C. Lipfort Trust Agreement dated February 14, 2013 By: P Fredrick L. Lipfert, T06stee Date Signed: July 7, 2021 ATTEST: Jeffrey R. Smith, Clerk of the Court and Comptroller By: 9t, 01A0 eputy Clerk Approved as to form and legal sufficiency: By: William K. De raal Deputy County Attorney 52-01-VER\24 n BOARD OF COUNTY COMMISSION INDIAN RIVER COUNTY, FLORIDA't ........... By Date Signed: July 7, 2021 Indian River County Administrator By: Ja on E. Brown Overview Legend ❑ Parcels — Street Centerlines ❑ Lots and Units Subdivisions [� Water Parcel ID 31393100000700000009D Prop ID 39491 Y: $ Class 6900 -Om Address andNORMAC(COTR) Date Price Instr Qual "ib1 1, 25361STST Type Address VERO BEACH Ag y (' Indian River County FL Acreage 12.25 Claim - _k n/a n/a Plat Book Link District 1- NORTH COUNTY W/SEB INLET Overview Legend ❑ Parcels — Street Centerlines ❑ Lots and Units Subdivisions [� Water Parcel ID 31393100000700000009D Prop ID 39491 Owner LIPFERT FREDERICK L (COTR) Last2Sales Sec/Twp/Rng31-31-39 Class 6900 -Om Address andNORMAC(COTR) Date Price Instr Qual Property 790566TH AV Nurs,HorseFrm,Misc 25361STST Type Address VERO BEACH Ag VERO BEACH, FL 32962 2/1/2013 $100 Quit U Acreage 12.25 Claim n/a 0 n/a n/a Plat Book Link District 1- NORTH COUNTY W/SEB INLET Brief Tax Description N1/2OFFOLLDESCPROP: BEG 275YDS S,480 YDS EFROM THE NWCOR OFSEI/4;S302.5YDS; E400YDS; RUN N ALO NG E BDRYLINE OF 114 SEC 3025 YDS; RUN W 400 YDS TO POB, LESS RD R/W (OR BK 399 PP 863) (Note: Not to be used on legal documents) Date created: 6/29/2021 Last Data Uploaded: 6/29/20218:29:48 AM Developed byj,.j Schneider GEOSPATIAL N W -*E 0 S 100, GRAPHIC SCALE VENUE Of o CL N .w N Z d O 03 `00 ~ U O w N SECTION 31, TOWNSHIP 31 SOUTH, RANGE 39 EAST C1 31393100000700000009.0 ORB 780, PG 24 30' 125.78' LATERAL 14E CANAL TOWNSHIP 31 SOU TOWNSHIP 32 SOU 77th STREET t— N Q W 1 25' • M M 0C.4 CM t V 0 J o ]M CDf M CID O) M CANAL R -14E IH[ co Ln U') M P.O.C. S.E. CORNER o SECTION 31 LINE TABLE / 3 LENGTH BEARING L1 30.00 N89'27'06"W M Ly 1 460.11 C) that this drawing is a true and accurate ropre on thereof to the best of my knowledge and belief. Subject tes and notations shown 1 459.68 �I Z hereon. PG LU "!�-—_�.<<� Q FLORIDA DEPARTMENT OF C— PARCEL 127 C.046co JUL 2 d 2017 ,666 SQ.FT. SECTION ' 1.07 ACRES w Not valid without the signature and the oHginal raised seal of a F7or/da (� V— o o � w 3 SHEET NUMBER oF�aEDFD Kimteyv>Horn © M, � -M— � �W.. —PARCEL 125.78' LATERAL 14E CANAL TOWNSHIP 31 SOU TOWNSHIP 32 SOU 77th STREET t— N Q W 1 25' • M M 0C.4 CM t V 0 J o ]M CDf M CID O) M CANAL R -14E IH[ co Ln U') M P.O.C. S.E. CORNER o SECTION 31 LINE TABLE LINE LENGTH BEARING L1 30.00 N89'27'06"W CURVE TABLE CURVE I LENGTH I RADIUS ITANGENTI CHORD I BEARING DELTA C1 1 460.11 13080.001230.48 that this drawing is a true and accurate ropre on thereof to the best of my knowledge and belief. Subject tes and notations shown 1 459.68 1 N07'49'39"E 08'33'33" LEGEND SECTION LINE EASEMENT LINE PROPERTY LINE This certifies that a legal descHptlon and sketch of the property shown PROPOSED RIGHT OF WAY hereon was made under my supervision and that this legal description PARCEL and sketch meets the standards of practice set forth by the R Hda — — P.O.C. RIGHT OF WAY LINE POINT Board of Professional Surveyors and Mappers in Chapter 5J-77, F7orlda Administratfm Coda, pursuant to Section 472.027, Fh"l &`Statutes, and P.O.B. OF COMMENCEMENT POINT OF BEGINNING that this drawing is a true and accurate ropre on thereof to the best of my knowledge and belief. Subject tes and notations shown R/W ORB RIGHT OF WAY OFFICIAL RECORDS BOOK hereon. PG PAGE "!�-—_�.<<� FDOT FLORIDA DEPARTMENT OF E.C. DEM£7£R, P.S.M. NO. 5179 TRANSPORTATION JUL 2 d 2017 SECT. SECTION OA 7E. Not valid without the signature and the oHginal raised seal of a F7or/da Licensed Surveyor and Mapper. V— DATE SHEET NUMBER oF�aEDFD Kimteyv>Horn © M, � -M— � �W.. —PARCEL 7/10/17 LEGAL DESCRIPTION AND SKETCH OF 127 1 OF 2 DRAM" BY DFO PROJECT NO. 047035041 CHEa 6Y ECD 440 24W 61R . SURE 20% WRO DFAW. FL S2Ge0 MMM T12-�Y4- —FAY, 712-�Y4-41]D MMM.KYEY-NORILr�II INDIAN RIVER COUNTY, FLORIDA 1 X"HI mldQ d IBI T 6,6,. LEGAL DESCRIPTION RIGHT OF WAY PARCEL ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING A PORTION OF SECTION 31, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT; COMMENCING FOR REFERENCE AT THE SOUTHEAST CORNER OF SAID SECTION 31; THENCE, BEARING NORTH 00'32'54" EAST, ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 1,380.42 FEET TO A POINT; THENCE, LEAVING SAID EAST LINE, BEARING NORTH 89'27'06" WEST, A DISTANCE OF 30.00 FEET TO THE WEST RIGHT OF WAY LINE OF 66TH AVENUE AND THE POINT AND PLACE OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE, BEARING NORTH 89'52'55" WEST, A DISTANCE OF 125.78 FEET TO A POINT; SAID POINT BEING THE BEGINNING OF A NON TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 3,080.00 FEET, A CENTRAL ANGLE OF 08'33'33", A CHORD LENGTH OF 459.68 FEET BEARING NORTH 07'49'39" EAST; THENCE, NORTHERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 460.11 FEET TO A POINT; THENCE, BEARING SOUTH 89'55'41" EAST, A DISTANCE OF 67.54 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF 66TH AVENUE; THENCE, BEARING SOUTH 00'32'54" WEST, ALONG SAID WEST LINE, A DISTANCE OF 455.59 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 46,666 SQUARE FEET OR 1.07 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE. 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 EAST LINE OF SECTION 31. SAIC LINE BEARS NORTH 00'32'54" EAST. 3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION PROCESSES. 4) THIS LEGAL DESCRIPTION AND SKETCH IS BASED ON THE PRELIMINARY RIGHT OF WAY MAP FOR 66TH AVENUE PREPARED BY BURDETTE AND ASSOCIATES, DATED 10-10-06, AS DIRECTED BY INDIAN RIVER COUNTY, FLORIDA. N'"°F° �im °A'� SHEET NUMBER �Q+m a* %>> Kley Horn 7�10�17 LEGAL DESCRIPTION AND SKETCH OF w w By DFD ©=7 Amur-NaaN �No AsocUTes. aC- PROJECT N0. PARCEL 127 2 OF 2 a,Ep(m BY ECD M6 24111 TiEST. E; R ZOq �O 6E11tl/, FL 3]D!O PI/ONFs 7T2-n�aoo FNc m-1pt-1�b W/IYJOIEY-NORILCtlI 047035041 INDIAN RIVER COUNTY, FLORIDA _ _