HomeMy WebLinkAbout2009-083 AGREEMENT TO PURCHASE AND SELL REALit
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THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement ") is made
and entered into as of the2Lday of March , 20097 by and between Indian River County , a
political subdivision of the State of Florida ( " County") , and Dogs for Life, Inc. ( " Sellers " ) , who
agree as follows .
1 . 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 123016th Avenue Vero Beach (see
attached Exhibit "A " County of Indian River, State of Florida and more specifically described on
Exhibit "A" attached hereto and incorporated by this reference containing approximately
4, 176. 0 square feet , and all improvements thereon , together with all easements , rights and uses
now or hereafter belonging thereto (collectively , the " Property" ) .
2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price ") for the
property , shall be Eight= Thousanaf� Three=Hundred-Fifty- Two and 00/00 Dollars ($8, 352. 00) .
The Purchase Price shall be paid on the Closing Date . All improvements located outside of the
right of way to be purchased and located on " Sellers " property shall remain . If any of said
improvements , such as signage , located on Sellers property should be damaged during the
construction process Indian River County will either replace or compensate for improvement .
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.
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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 .
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 60 days following the Effective Date of this Agreement . 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 .
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(e ) The Seller and the County shall each deliver to the other such other documents or
instruments as may reasonably be required to Close this transaction .
6 . 2 Taxes . All taxes and special assessments which are a lien upon the property on or prior
to the Closing Date (except current taxes which are not yet due and payable ) shall be
paid by the Seller prior to the Closing Date .
7 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing
documents .
7 . 1 County shall pay the following expenses at Closing :
701 . 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 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 . 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 .
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8 . 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 : Dogs for Life , Inc .
P . O . Box 650023
Vero Beach , FL 32965
If to County : Indian River County
1801 27th Street , Vero Beach , FL 32960
Attn : Land Acquisition R . Webb
Either party may change the information above by giving written notice of such change as
provided in this paragraph .
8 . 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.
8 . 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 .
8 . 7 . Counterparts . This Agreement may be executed in two or more counterparts , each one of
which shall constitute an original .
8 . 8 County Approval Required : This Agreement is subject to approval by the Indian River
County as set forth in paragraph 2 .
8 . 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
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8 . 10 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 .
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date
first set forth above .
SELLER : Dogs for Life , Inc INDIAN RIVER COUNTY , FLORIDA
BOARD F COUNTY COMMISSIONERS
Richard Leffew , President Wesley S . Davis , ChairMan
Date Signed : 2 ) 13 /s a Date Signed : March 24,201
Approved as to form and Legal sufficiency : Attest : J . >KEB, o ' lerk
By
BY Mbureer GelfO
William K . Debraal Deputy Clerk
Deputy County Attorney
Date Signed : March 24 , 2009
Jo ph A . kaird , County Administrator
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LEGAL DESCRIPTION : RIGHT OF WAY EXHIBIT
A 15 . 00 FOOT WIDE STRIP OF LAND FOR THE PURPOSE OF ACQUIRING ROAD RIGHT OF WAY; 0 50
too - - - - i�
SAID LAND LYING IN SECTION 11 , TOWNSHIP 33 SOUTH , RANGE 39 EAST AND BEING A PORTION P
C
OF THOSE LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 2254 , PAGE 1949 , OF THE PUBLIC SE
OR of THE SW
RECORDS OF INDIAN RIVER COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS _ _ t /
a , OF THE SE 1 /4 ,
FOLLOWS : u p T� OF THE NE 1 /4 OF
GRAPHIC SCALE SEC 11 - 33 - 39
COMMENCE AT THE SOUTHEAST CORNER OF THE SOUTHWEST ONE- QUARTER , OF THE SOUTHEAST ( I
ro u)
W
ONE- QUARTER , OF THE NORTHEAST ONE - QUARTER OF SAID SECTION 11 ; THENCE RUN IN FEET Z
M I n w
N89936 ' 02 "W , ALONG THE SOUTH LINE OF THE NORTHEAST ONE- QUARTER OF SAID SECTION 11
:5
A DISTANCE OF 356 . 00 FEET; THENCE DEPARTING SAID SOUTH LINE RUN N00' 02115 "W A 1 —
UNPLATTED N a
DISTANCE OF 35 . 00 FEET TO A POINT NORTH RIGHT OF WAY LINE OF 12th STREET PER _
_ _ _ � C)
OFFICIAL RECORDS BOOK 96 , PAGE 348, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF
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THE AFORESAID PARENT PARCEL FOR A POINT OF BEGINNING ; THENCE CONTINUE N00" 02015 "W ' 15th AVENUE N00'
02 ' "yy 00
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ALONG THE WEST RIGHT OF WAY LINE OF 15TH AVENUE, A DISTANCE OF 15 . 00 FEET; THENCE
15
DEPARTING SAID WEST RIGHT OF WAY LINE RUN N89' 36 ' 02 "W, ALONG THE SOUTH LINE OF AN 15
. 00 '
ADDITIONAL 10 . 00 FOOT WIDE ROAD RIGHT OF WAY PER OFFICIAL RECORDS BOOK 1366, PAGE — 35
. Oo ' CD
CD
801 AND PARALLEL TO SAID SOUTH QUARTER SECTION LINE, A DISTANCE OF 278 . 44 FEET TOA
0
POINT ON THE EAST RIGHT OF WAY LINE OF 16TH AVENUE; THENCE DEPARTING SAID SOUTH W
R/W LINE
RIGHT OF WAY LINE RUN S00' 10 ' 54 "E, ALONG SAID EAST RIGHT OF WAY LINE , A DISTANCE OFj�
EoOp N
15 . 00 TO THE SOUTHWEST CORNER OF THE AFORESAID PARENT PARCEL, SAID POINT ALSO
LYING ON THE AFORESAID NORTH RIGHT OF WAY LINE OF 12th STREET; THENCE RUN 1 s
R/W LINE [ J �
S89' 36 ' 02 "E, ALONG SAID NORTH RIGHT OF WAY LINE AND PARALLEL WITH THE SAID SOUTH
1 WU,
w
QUARTER SECTION LINE , A, DISTANCE OF 278 . 40 FEET TO THE POINT OF BEGINNING ,
00 CONTAINING : 4, 176 SQUARE FEET, 0 . 10 ACRES ,
MORE OR LESS . DOGS FOR LIFE INC . (J) I �
LJ 0
NOTES P . I . D . No . N `� f 10 z
1 33 - 39 - 11 - 00000 - 1000 - 00007 . 0 1 � w g 09
1 . THIS SKETCH OF DESCRIPTION IS NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED PER ORB 2254
, PG 1949 J I L� U)
SEAL OF THE FLORIDA OF THE FLORIDA REGISTERED SURVEYOR AND MAPPER NAMED HEREON . I 1
cv N CVI Q Ljj
Q �
2 . THIS SKETCH OF DESCRIPTION MEETS OR EXCEEDS ALL APPLICABLE REQUIREMENTS Of THE MINIMUM
U Q F- m
TECHNICAL STANDARDS AS ESTABLISHED IN CHAPTER 61G17 - 6 , FLORIDA ADMINISTRATIVE CODE . to
LO M 3 U 3
N
3 . THIS SKETCH AND DESCRIPTION AND ADJOINING PARCELS MAY BE SUBJECT TO EASEMENTS , RESTRICTIONS ,
�
RESERVATIONS , OR RIGHT OF WAYS NOT SHOWN AND MAY BE FOUND IN THE PUBLIC RECORDS .
Z � _� lill �
ADDL 10' R/W PER ---- ►j I 3
4 . THIS SKETCH AND DESCRIPTION DOES NOT REPRESENT A FIELD SURVEY. EXISTING PROPERTY ORB
1366 , PG 801 I a
CONDITIONS OR FEATURES ARE NOT SHOWN . I I N R/W L NE
5 . THE BEARINGS SHOWN HEREON ARE BASED UPON THE SOUTH LINE OF NORTHEAST ONE - QUARTER OF SECTION
N
11 , TOWNSHIP 32 SOUTH , RANGE 39 EAST AS HAVING AN ASSUMED BEARING OF N89' 36 ' 02 "W. E
R/W LINE
35 . 00' 35. 00 '
5 . THIS SKETCH OF DESCRIPTION WAS PREPARED WITH THE BENEFIT OF A BOUNDARY SURVEY BY MASTELLER , _
_ / ao
48
MOLLER , REED & TAYLOR , INC . , ON THE DATE OF MARCH 12 , 2008 , FOR GREEN MEADOWS OF VERO
BEACH , L. L .LC . — — — —]COR
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LEGEND & ABBREVIATIONS o �, o N �
S00' 10 ' 54 "E 3: 0- I �a a
ADDL = ADUIThN' gL P . LD . = PARCEL IDENTIFICATION NUMBER 16th AVENUE 15 . 00 ' � �
COR = CORNER PER PROPERTY APPRAISER ' S MAP rn N n -
IRFWCD = ; NDIAN RIVER FARME POB = POINT OF BEGINNING ¢ m z V)
= a
WATER CCNT:� OL DicTRICT POC = POINT OF COMMENCEMENT — ---_ /� SW o 0 I
¢ m m v
_ 0 O < a m
PB = PLAT BOOK R/W = RIGHT OF WAY — — — — �
PES = Si . LUCIE COUNTY Pl. t, l BOOK SEC = SECTION -TOWNSHIP - RANGE
CERTIFICATIONVERO BEACHt �— ELEMENTARY m
4YeN
RVEYO ANDMAPPERIN RESPONSIBLE CHARGE I Flow SCHOOL F� ci)
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�✓� ,� 1 Z - 2y - p. g -
DAVID M . sILON Ps . M . THIS IS NOT A BOUNDARY SURVEY
DATE
FLORIDA REGiSTR,4T! OPi No . 6139 SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INDIAN RIVER ASSISTANT COUNTY SURVEYOR PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
NDIAN RIVER COUNTY ADMINISTRATION BUILDING PtVE4 DRAWN BY: SHEEP
1801 27th STREET /ND/AN RIVER COUNTY SECTION 11
9 o. SIL ON SKETCH AND DESCRIPTION OFar
VERO BEACH , FL 32960 Department of Pub/ic {{�Or/CS APPROVED BY: TOWNSHIP 33S R/GHT OF WAY ACQU/S/T/ON
( 772 ) 567 - 8000 40RO) Engineering Division Do SIL ON RANGE 39E.
OF