HomeMy WebLinkAbout2009-114 ORIGINAL L4
. IN
AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
TRUSTEES OF ALLEN CHAPEL AME CHURCH
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement") is made
and entered into as of the day of r1 ay . ` , 2009 , by and between Indian River
County , a political subdivision of the State of Florida ( "the County" ) , and Trustees of Allen Chapel
AME Church , ( " Sellers " ) , who agree as follows :
WHEREAS , Trustees of Allen Chapel AME Church owns property located at 6425 85th
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 CR510 in the future and the road
expansion will impact and affect Trustees of Allen Chapel AME Church property ; and
WHEREAS , in order for the County to proceed with its road expansion plans , the County
needs to purchase property to be used as right-of-way from landowners adjacent to CR510 ; and
WHEREAS , the County has contacted Trustees of Allen Chapel AME Church and has
offered to purchase approximately 205 square feet or 0 . 005 acre of property for a purchase price
of $ 1 , 060 . 88 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 , Trustees of Allen Chapel AME Church and the County wish to avoid the risk ,
time and expense of litigation by entering into this agreement for sale and purchase of the
Property ;
NOW, THEREFORE , in consideration of the mutual terms , conditions , promises ,
covenants and premises hereinafter , the COUNTY and SELLER agree as follows :
1 . Recitals . The above recitals are affirmed as being true and correct and are incorporated
herein
2 . Agreement to Purchase and Sell . The Seller hereby agrees to sell to the County , and the
County hereby agrees to purchase from Seller , upon the terms and conditions set forth in this
Agreement that certain parcel of real property located at 6425 85th Street , known as Project
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ORIGINAL
Parcel #220 , Vero Beach , Florida , more specifically described in the sketch and legal description
attached as Exhibit "A" , containing a total of approximately 205 square feet or 0 . 005 acres , and
all improvements thereon , together with all easements , rights and uses now or hereafter
belonging thereto ( collectively , the " Property ") .
2 . 1 Purchase Price , Effective Date The purchase price ( " Purchase Price ") for the Property
shall be $ 1 , 060 . 88 ( One Thousand Sixty and 88/ 100 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 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 .
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ORIGINAL
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 area 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 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing
documents .
7 . 1 County shall pay the following expenses at Closing :
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ORIGINAL
741 . 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
ORIGINAL
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 : Trustees of Allen Chapel AME Church
POB 676
Wabasso , FL 32970
If to County . Indian River County
1801 27th Street
Vero Beach , FL . 32960
Attn : Land Acquisition/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 maybe executed in two or more counterparts , each one of
which shall constitute an original .
8 . 9 . County Approval Required : This Agreement is subject to approval by the Indian River
County as set forth in paragraph 2 .
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 .
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ORIGINAL
8 . 11 County agrees to pay a reasonable attorney' s fee to review documents and provide
legal advice .
8 . 12 " Seller acknowledges receipt of the " Notice to Owner" and understands his/her rights
granted under Florida Law Chapters 73 and 74 . Prl"
s
V
Initials
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 Trustees of Allen Chapel AME Church
Wesley S . Davis , Chairman Title : f . �� a - � t . t j ,� ;,r �,: _ Date
Approved by BCC ri l 211 2009
ATTEST :
Jeffrey K . Barton , Clerk of Circuit Court
Deputy Clerk
Approved :
jse
ph A . Baird , ounty Administrator
Approved as to ForWd , Sufficiency :
d
Deputy County Attorney
6
f PARCEL 220
I
I PARCEL 220
3139320000030000000190 EXH I B I
BEING A PART OF THE NORTHWEST QUARTER OF SECTION 329 THIP
131 SOUTH , RANGE 39 EAST , AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS :
COMMENCING AT THE APPARENT LOCALLY ACCEPTED NORTHEAST CORNER
OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION
32 , TOWNSHIP 31 SOUTH , RANGE 39 EAST ; THENCE RUNNING ALONG THE
NORTH LINE OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF SAID SECTION 32 NORTH 89031 ' 43 " WEST , ( BEARINGS ARE BASED
ON SAID NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 32 AND
ALL OTHER BEARINGS SHOWN HEREON ARE RELATIVE THERETO ) . A
DISTANCE OF 30 . 00 FEET TO A POINT ; THENCE SOUTH 00 ° 35 ' 09 "
WEST , A DISTANCE OF 40 . 00 ' FEET TO THE POINT OF BEGINNING
THENCE SOUTH 00035 ' 09 " WEST , WITH THE WEST RIGHT OF WAY LINE
01= 64th AVENUE . A DISTANCE OF 14 . 25 FEET TO A POINT ; THENCE
NORTH 63007 ' 29 " WEST , A DISTANCE OF 32 . 04 FEET TO A POINT ;
THENCE SOUTH - 89043 ' 31 " EAST , WITH THE SOUTH RIGHT OF WAY LINE
OF SAID C . R . 510 A DISTANCE OF 28 . 73 FEET TO THE POINT OF
BEGINNING
!� CONTAINING 205 SQUARE FEET OR 0 . 005 ACRES , MORE OR LESS .
I
I
ABBREVIATIONS & LEGEND p , R . OFFICIAL RECORD
P . O . B . POINT OF BEGINNING QTR QUARTER
P . O . C . POINT OF COMMENCEMENT TWNSHP TOWNSHIP
O . R . B . OFFICIAL RECORD BOOK TIIF TRUSTEES OF THE
EXIST . EXISTING INTERNAL IMPROVEMENT FUND
`.SEC , SECTION PG PAGE
li BASELINE LT . LEFT
1= D FOUND
RT . RIGHT
131 POINT OF INTERSECTION SQ , FT , SQUARE FEET
STA STATION R / W RIGHT OF WAY
C . R . COUNTY ROAD QS , ACRES
ICOR . CORNER
ELTA
NOTE :
TIIS DESCRIPTION AND SKETCH IS NOT VALID UNLESS ALL SHEETS ARE INCLUDED .
NOT A SURVEY
INDIAN RIVER COUNTY
RIGHT OF WAY MAPPING
RIGHT OF WAY PARCEL SKETCH
PARCEL 220 COUNTY ROAD 510
G . 1 MARTIN SURDET .TE , P . S . M . 4136 DATE :
BY EDATEAPPROVED BT � pATE
NOT VALID WITHOUT THE SIGNATURE AND pRELIY ac RA; 1SED SEAL OF A FLORIDA LICENSED FINAL .0
SWVEYOR & MAPPER CHECKED
YAPS PREPARED BY FIELD BBOR NO. 'S
ITE A ASSOCIATES . INC. BURDETTE a ASSOCIATES , INC.
168 STONEYALL DRIVE ------ ------ --------------- --- --
VEP4 BEACH. FL 32966 SCALE . N/A
LB6149 C. R . 510 FROII 1000 ' EAST SHEET1 OF 3
772299-4488 REVISION BY DATE
G. gAATIN BUMETTE . P. S. ILIll6 OF 75TH COURT TO 62N0 AVE .
LSI 14-'123 .dgn 10/2912007 11 :06 : 55 AM
C . R . 510
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0 64th AVE . ( BROXTON uRD * )
STA.260044 .48 _
- -° _ Y R 1
_—� ' VEIL -- P .O . C .
! 64TH AVE . (SOUTH)------- APPARENT LOCALLY ACCEPT
NE CORNER OF THE NW TR
OF THE NW Q R , SECTION 32 ,
TOWNSHIP 31 SOUTH ,
i RANGE 39 EAST
268 . 44 . 51
15 . 00' QT . )
I
I
MOTE :
T L I S DESCRIPTION AND SKETCH IS NOT VALID UNLESS ALL SHEETS ARE INCLUDED .
NOT A SURVEY INDIAN RIVER COUNTY
RIGHT OF WAY WAPPING
[1, BEARINGS
RINGS SHOWN HEREON ARE BASED RIGHT OF WAY PARCEL SKETCH
THE FLORIDA STATE PLANE COORDINATE
TEM EAST ZONE NORTH AMERICAN PARCEL 220 COUNTY ROAD 510
UM OF 1983 /1999 READJUSTMENT . THE BY DATE APPROVED By DATE
TH LINE OF THE NW OTR OF SEC . 32 -31 - 39 PRELIM JC 8 - 2007
RS N89 ° 31 ' 43 " W AND ALL FINAL UC 8 - 2007
SHOWN HEREON ARE RELATIVE THERETO
CHECKED 48 8 . 2007
TTE 6 ASSOCIATES. INC. A1AP5 PREPARED er FIELD SODA x0. ' S
168 STONEWALL DRIVE BURDETTE 8 ASSOCIATES . INC .
ERO 8EACH . FL 32966 SCALE . AS SHOWN
06149 C . R . 510 FROM 1000 ' EAST
7727299-4498 SHEET 2 OF 2
. MARTIN i31A70ETTE . P, S. Y. 4T36 REVISION er DATE OF 75TH COURT TO 62ND AVE .
LS114-123 .dgn 1029/2007 11 :06 :45 AM