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HomeMy WebLinkAbout2008-324IL INAL AGREEMENT TO PURCHASE AND SELL THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 7th day of. October . 2008 by and between Indian River County, a political subdivision of the State of Florida ("County"), and Elwill Associates Inc. whose address is 319 Monroe Drive West Palm Beach, FL 33405 ("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 7th Street Vero Beach, FL 32960 (see attached Exhibit W) County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 1 w9 acres. and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"), Subject to the terms and conditions of developers agreement between Elwill Associates, Inc. and Indian River Federal Credit Union and Indian River County. (see attached Exhibit "1311) 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the parcel shall TwoHundrecL NinetvThree- Thousand-Five-Hundredw&ahtvOOIOODollars (5293,580.00). 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, 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, Indian River County will promptly seek approval by Board of County Commissioners. If such approval is not obtained within 45 days of the execution of this contract by seller, seller at it's option may revoke this agreement. 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. .I l r •,. 1 1 r�14111,M=W 4 o V 1. t IL INAL AGREEMENT TO PURCHASE AND SELL THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 7th day of. October . 2008 by and between Indian River County, a political subdivision of the State of Florida ("County"), and Elwill Associates Inc. whose address is 319 Monroe Drive West Palm Beach, FL 33405 ("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 7th Street Vero Beach, FL 32960 (see attached Exhibit W) County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 1 w9 acres. and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"), Subject to the terms and conditions of developers agreement between Elwill Associates, Inc. and Indian River Federal Credit Union and Indian River County. (see attached Exhibit "1311) 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the parcel shall TwoHundrecL NinetvThree- Thousand-Five-Hundredw&ahtvOOIOODollars (5293,580.00). 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, 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, Indian River County will promptly seek approval by Board of County Commissioners. If such approval is not obtained within 45 days of the execution of this contract by seller, seller at it's option may revoke this agreement. 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. .I l r •,. 1 1 r�14111,M=W 4 o V 1. t 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 Seiler 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 are a lien upon the property on or prior rAEnginecring\Robert WeWelwillassooslorditrobase Conlracl.doc- 2 - 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 Seiler 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 are a lien upon the property on or prior rAEnginecring\Robert WeWelwillassooslorditrobase Conlracl.doc- 2 - EX HIBI i 'B DEVELOPER'S AGREEMENT BETWEEN INDIAN RIVER FEDERAL CREDIT UNION AND ELWILLASSOCIATES, INC. AND INDIAN RIVER COUNTY, FLORIDA THIS AGREEMENT, entered this day of , 2008, by and between, and INDIAN RIVER FEDERAL CREDIT UNION, a not-for-profit financial cooperative, 2800 2& Street, Vero Beach, FL 32960 hereafter referred to as Credit Union; and ELWILL ASSOCIATES, INC., a Florida corporation, 319 Monroe Drive, West Palm Beach, FL 33405, hereafter referred to as Elwin; and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, 1801 274h Street, Vero Beach, Florida, 32960, hereafter referred to as COUNTY. WITNESSETH WHEREAS, the Credit Union has applied to develop a financial building to be known as the Indian River Federal Credit Union, consisting of `square feet (the "Project") Indian�� r� River County Project No. 200604025, to be built on the north side of Oslo Road west of 27a' Avenue, Indian River County; and WHEREAS, in the same application Elwill has applied to develop a retail project l 66 (VVP consisting of 6 square feet on a parcel of property directly to the north of the Credit C*4� Union property; and WHEREAS, the County is under contract to purchase a parcel of property north of the Elwill and Credit Union properties that will serve as a stormwater retention pond for the planned improvements and widening of Oslo Road. This Agreement will be an exhibit to the Contract for Sale and Purchase. A sketch and legal description of the properties is attached to this 1.-11"1 RI • •• WHEREAS, the County, the Credit Union and Elwill (collectively, the Parties) share •• •• • • :.•: u•) torru-• • • 1 '•.• :•• WHEREAS, in order to have the stormwater runoff from Oslo Road to reach the retention pond, the County needs a drainage easement across the Credit Union and Elwill parcels; and 1 to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller prior to closing. 7. Closing Costs: Expenses. County shall be responsible for preparation of all Closing documents. 7.1 County shall pay the following expenses at Closing: 7, 1A 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. FAEngineeringWobert WeWelwillassooslordPurchase Conhacl.doc- 3 - 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: Elwill Associates Inc. 319 Monroe Drive West Palm Beach, FL 33405 If to County: Indian River County 180127 1h Street, Vero Beach, FL 32960 Attn: Land Acquisition Bob Webb 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 may be 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. FAEnginccring\Robert Webb\01willassooslordPurchase Contraothoc- 4 . WHEREAS, the County, the Credit Union and Elwill can mutually benefit each other through a joint effort or coordination, accomodation and cooperation. NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and premises hereinafter, the Parties agree as follows: 1) The above recitals are affirmed as being true and correct and are thereby incorporated herein. 2) To accommodate treatment of stormwater runoff, the County will plan, engineer, permit and construct a stormwater retention pond of sufficient size to treat runoff from the widening of Oslo Road. The location of the pond will be directly north of the Elwill property as shown on Exhibit B attached. 3) In exchange for eproximately 6,500 cubic yards one W of the material excavated from the County's pond site, (fill) the Credit Union will convey to the County a perpetual fifteen (15) foot drainage easement along the westernmost border of the Credit Union's property. In exchange for gpproxhnately 10,000 cubic yards one lel€ of the materi 4 excavated from the County's pond site, (fill), Elwill will convey to the County a perpetual fifteen (15) foot drainage easement along the westernmost border of the Elwill property. With respect to the drainage easement, the Parties further agree that: a. The County will permit the Credit Union and Elwill to use the property subject to the drainage easement as part of the Credit Union's and Elwill's required landscape buffer areas. b. The County will cause to be installed a 30 to 36 inch pipe approximately 6 to 8 feet deep in the drainage easement. Both the Credit Union and Swill agree to convey to the County a 15 foot temporary construction easement directly east of the drainage easement in order for the installation of the drainage pipe. Credit request. a In the event that the drainage pipe should need to be maintained, repaired or replaced requiring the removal of any landscaping, irrigation equipment, walls or fencing installed in the drainage easement, the County will be responsible for replacement of same. d. The Parties agree to supply each other's engineers with any needed drawings, surveys, sketches or legal descriptions necessary for construction of the drainage facilities. e. The County will place the excavated material from the pond site onto the Credit Union and Elwill sites at locations directed by the owners but in compliance wi tree protection and land development etw ordinance requirements. All parti agree that the County is only responsible for placing and spreading the excavated material on the Elwill and Credit Union sites and is not responsible for grading or 2 compacting the material after it is placed on the sites. The County makes no warranty or guarantee that the excavated material is suitable to be used as construction grade fill material. Credit Union and Elwill shall have the right to test/review material to be excavated as to its suitability and refuse such material if deemed unsuitable. Credit Union and Elwill shall be responsible for such testing. Credit Union and Elwill maw employ a surveyor/engineer to oversee the placement and spreading of the excavated material up to approximate elevation 24.0. Following completion of the placement of fill, Credit Union and Elwill shall comply with any St. Johns River Water management District Requirements for erosion control. 4) The COUNTY shall be responsible for the construction of the retention pond, installation of pipes and Oslo Road widening and improvements including advertisement for bids, contractor selection and construction inspection. 5) The Parties agree to use their best efforts to coordinate the planning, design, engineering, permitting and construction of the pond and spreading of the excavated material. Each Party shall obtain any permits necessary for their own properties and projects. The Parties also agree to use their best efforts to accommodate the timing of each other's projects with respect to construction of the pond and spreading the excavated fill material. The Project site may be cleared by the Parties and the County may begin placing fill on the Project site prior to site plan release so long as the County has approved the stormwater plans for the Project and the County has received a notice of "No Objection" from the St. John's River Water Management District concerning the stormwater plans. 6) In the event of any litigation arising out of this Agreement, each party shall bear its own attorney fees and costs. 7) No amendment, modification, change, or alteration of this Agreement shall be valid or binding unless accomplished in writing and executed by all of the parties hereto. 8) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, and assigns. 9) This Agreement contains the entire agreement and understanding between the parties. No representation, statement, recital, undertaking, or promise not specifically set forth herein shall be binding on any party hereto. 10) This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Venue hereunder shall lie in Indian k3 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. Elwill,_sso�iaie�l��c. INDIAN RIVER COON , FLORIDA BOARD OF COUNTY CO MI IONERS By: j- Timothy Slater, President Date Signed: (01 oa, FAE'ngineering\Robert WebblelwillassooslordPurchase C;ontract.doc- 5 - " Syna dra L: BowudpN.Qhairftmn. Date Signed: October 7, .200F�' Attest: J. K. Barton, Clerk By N a ------e Deputy Clerk Date Signed: Approved to forrr) and I,agal Syfficiency: County Attorney NORTHWEST CORNER m 0 n C -);o i CQ OF TRACT 16 mmC CCzm Ln amZ ZDmm Ln C > ZZI IZWZ> rn,or-r-in Ox CV Oma �Am>mmi mov> Om a>Nom mLnzo Om� D 20 OIIImZpA m 0 z ZZ mo- r ul 0 y-<rn0zmz cn = CNLn ;u�'III rI mtn.<'0 f<Tl0 am0Vl Z -< C o m'm m— m rrn Nmmrn Z La 2 � W > --1 'D —NI Z O mm 03om>CO -� m-<<AZm-m m m• > Z zt <DZpmp;O R° r r Ln >C) m az-<mIn M U)m- -0 pA 0n��.4 m in O na ZC-n0 �o v -'v0 � mzmn>om mozz z pp p_-1 .NU) N 0O --j ;v � U) Jmv��E vmi ozr-g= >Z c(n� L4 pN �m o>rmC>o0' mT�rn Czo mZQJM � zo22�voo v <Z>m�p0 n-ncn -�O—n Om�Z•)�m2� rpfZcm'�Z�.-.i cW,, u)mcn M��Smm0 atZo n 0->-'�r--� pLn -r�p0 o DG)'�Opp�?�m�rn >CC-> => m Z0;u > mm i =A-�>om No mNOmrn C7 CC -)I I � 8 Zmwommm� = e o>- -n-gMLArmm zmr-oz>`��.4p ZN(�myr>ZO5C 2Snmoo�� m m aU)0 ioa Ngo N Z >0= u Cmc rn0 Z > -n O a ��z mo m -< cn F x --I n g�3g�gp>S saaag;�q>qs R > 4e— ooS3'�3g §•esc ��Owl �s �eQ e ibst4gg TRACT 15 0 04 N T N WEST— LINE OF TRACT 16 7TH STREET S.W. S 89.41012' E 349.82' NORTH LINE OF TRACT 16 ELWILL ASSOCIATES, INC. PARCEL #:33392200001016000009.1 ORB 11281 PG 0479/0486 ORB 1045, PG 0082 O: O:d• O• m• III: N 89036'55' W r 20 CA) 105D O m x� y .a �L IC 1 a 70 y I I : ELWILL ASSOCIATES, INC. I PARCEL #:33392200001016000009.0 I I OFFICIAL RECORD BOOK 1127 IPAGE 1896 hI I ?0-0Z— m m6 060 P m I v 0j-) in D l I _ Op Z A > O m O p D� C'1 0 LDA z-oSA Czi C zZronc_� m m C I ° -Dv0 m 2 Z p o r Om � Z -I v v mz m n m f C C WA ; U7 .'9 > rn 0 r. O I< m TZfl c Z z LLit z co - m 2 � m Ln m I i o I : X, I< z 1 m N 89'36155' W 349,H�' 0 100' 200, IwIlN I GRAPHIC SCALE 100' No INDIAN RIVER FEDERAL CREDIT UNION N PARCEL #:33392200001016000009.2 wo I OFFICIAL RECORD BOOK 2095 m ca o I PAGE 1452 �; N Z a 15' cl W* E I I'M I Ur i� q� , _ N 89'36'55' W_ g a a 3 = li SOUTH LINE DF TRACT 16 30' 1 RF,W.C,D. R/W e OSLO ROAD (9TH STREET SS ne Rik M V it Kimley-Horn DATE ��❑ and Associates, Inc. a/3/0e © 1008 MLET-NONN AND ASSof1AlES. M PROJECT NO, Got 21ST MEEOM T U2-7951 FAX4 A suCK. TE 000. '0:80 RArt 32pp0 047035042 WW PNN.IWM IET-NN.0011 C 206" O DRAINAGE EASEMENT INDIAN RIVER COUNTY, FLORIDA N c SHEET NUUSER 1 OF 1 1 -- River County, Florida. 11) This Agreement shall be deemed prepared jointly by each of the parties hereto and shall be construed on parity as between the parties. There shall be no canon of construction for or against any party by reason of the physical preparation of this Agreement. 12) The Parties shall grant such further assurances and provide such additional documents as may be required by one another from time to time, and cooperate fully with one another in order to carry out the terms and conditions hereof and comply with the express intention of this Agreement. 13) Failure to insist upon strict compliance with any of the terms, covenants, or conditions herein shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or times be deemed a waiver or relinquishment of such right or power at any other time or times. 14) All words, terms, and conditions contained herein are to be read in concert, each with the other, and a provision contained under one paragraph may be considered to be equally applicable under another in the interpretation of this Agreement. 15) In the event any term, condition, or clause of this Agreement is declared to be illegal or unenforceable by a court of competent jurisdiction, such declaration of illegality or unenforceability shall not affect or alter the legality or enforceability of any remaining term, condition, or clause hereof, provided of the parties, as set forth in this Agreement. Ll IN WITNESS WHEREOF the COUNTY and DEVELOPER has caused these presents to be executed in their names, the day and year first above written. ELWILL ASSQebVTES, INC. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA WITNESS: (Corporate seal is acceptable in place of witnesses) INDIAN RIVER FEDERAL CREDIT UNION, a not-for-profit financial cooperative BY: William H. Garrett, President/CEO WITNESS: WITNESS: (Corporate seal is acceptable in place of witnesses) BY: Sandra L. Bowden, Chairman BCC Approved: Approved: Joseph A. Baird, County Administrator Jeffrey K. Barton, Clerk of Court Attest: BY: Deputy Clerk Approved as to form and legal sufficiency Deputy County Attorney 5 EX HIBI i 'B DEVELOPER'S AGREEMENT BETWEEN INDIAN RIVER FEDERAL CREDIT UNION AND ELWILLASSOCIATES, INC. AND INDIAN RIVER COUNTY, FLORIDA THIS AGREEMENT, entered this day of , 2008, by and between, and INDIAN RIVER FEDERAL CREDIT UNION, a not-for-profit financial cooperative, 2800 2& Street, Vero Beach, FL 32960 hereafter referred to as Credit Union; and ELWILL ASSOCIATES, INC., a Florida corporation, 319 Monroe Drive, West Palm Beach, FL 33405, hereafter referred to as Elwin; and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, 1801 274h Street, Vero Beach, Florida, 32960, hereafter referred to as COUNTY. WITNESSETH WHEREAS, the Credit Union has applied to develop a financial building to be known as the Indian River Federal Credit Union, consisting of `square feet (the "Project") Indian�� r� River County Project No. 200604025, to be built on the north side of Oslo Road west of 27a' Avenue, Indian River County; and WHEREAS, in the same application Elwill has applied to develop a retail project l 66 (VVP consisting of 6 square feet on a parcel of property directly to the north of the Credit C*4� Union property; and WHEREAS, the County is under contract to purchase a parcel of property north of the Elwill and Credit Union properties that will serve as a stormwater retention pond for the planned improvements and widening of Oslo Road. This Agreement will be an exhibit to the Contract for Sale and Purchase. A sketch and legal description of the properties is attached to this 1.-11"1 RI • •• WHEREAS, the County, the Credit Union and Elwill (collectively, the Parties) share •• •• • • :.•: u•) torru-• • • 1 '•.• :•• WHEREAS, in order to have the stormwater runoff from Oslo Road to reach the retention pond, the County needs a drainage easement across the Credit Union and Elwill parcels; and 1 WHEREAS, the County, the Credit Union and Elwill can mutually benefit each other through a joint effort or coordination, accomodation and cooperation. NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and premises hereinafter, the Parties agree as follows: 1) The above recitals are affirmed as being true and correct and are thereby incorporated herein. 2) To accommodate treatment of stormwater runoff, the County will plan, engineer, permit and construct a stormwater retention pond of sufficient size to treat runoff from the widening of Oslo Road. The location of the pond will be directly north of the Elwill property as shown on Exhibit B attached. 3) In exchange for eproximately 6,500 cubic yards one W of the material excavated from the County's pond site, (fill) the Credit Union will convey to the County a perpetual fifteen (15) foot drainage easement along the westernmost border of the Credit Union's property. In exchange for gpproxhnately 10,000 cubic yards one lel€ of the materi 4 excavated from the County's pond site, (fill), Elwill will convey to the County a perpetual fifteen (15) foot drainage easement along the westernmost border of the Elwill property. With respect to the drainage easement, the Parties further agree that: a. The County will permit the Credit Union and Elwill to use the property subject to the drainage easement as part of the Credit Union's and Elwill's required landscape buffer areas. b. The County will cause to be installed a 30 to 36 inch pipe approximately 6 to 8 feet deep in the drainage easement. Both the Credit Union and Swill agree to convey to the County a 15 foot temporary construction easement directly east of the drainage easement in order for the installation of the drainage pipe. Credit request. a In the event that the drainage pipe should need to be maintained, repaired or replaced requiring the removal of any landscaping, irrigation equipment, walls or fencing installed in the drainage easement, the County will be responsible for replacement of same. d. The Parties agree to supply each other's engineers with any needed drawings, surveys, sketches or legal descriptions necessary for construction of the drainage facilities. e. The County will place the excavated material from the pond site onto the Credit Union and Elwill sites at locations directed by the owners but in compliance wi tree protection and land development etw ordinance requirements. All parti agree that the County is only responsible for placing and spreading the excavated material on the Elwill and Credit Union sites and is not responsible for grading or 2 IN WITNESS WHEREOF the COUNTY and DEVELOPER has caused these presents to be executed in their names, the day and year first above written. ELW II. L ASSOCIATES, INC. BY: Tirnothy Slater, President WITNESS: WI`INESS: (Corporate seal is acceptable in place orwitnesscs) INDIAN RIVER rEDERAL CREDIT UNION, a not-for-profit financial cooperative BY: William I.I. (Jarrett, WRNI SS:.A (Corporate Aays acceptabie?rfi face of witnesses) BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA BY: ... Sandra L. Bowden, Chairman BCC Approved: Approved. By Joseph A. Baird, County Administrator Jeffrey K. Barton, Clerk of Court Attest: BY: Approved as to form and legal sufficiency William K. DeBraal Deputy County Attorney Deputy Clerk 5 Indian River Count A roved Date Administration Budlet - Count Attorney Risk Mana gemenl Nublic Works Traffic Engineering Community Develo:�ment 5 NORTHWEST CORNER m 0 n C -);o i CQ OF TRACT 16 mmC CCzm Ln amZ ZDmm Ln C > ZZI IZWZ> rn,or-r-in Ox CV Oma �Am>mmi mov> Om a>Nom mLnzo Om� D 20 OIIImZpA m 0 z ZZ mo- r ul 0 y-<rn0zmz cn = CNLn ;u�'III rI mtn.<'0 f<Tl0 am0Vl Z -< C o m'm m— m rrn Nmmrn Z La 2 � W > --1 'D —NI Z O mm 03om>CO -� m-<<AZm-m m m• > Z zt <DZpmp;O R° r r Ln >C) m az-<mIn M U)m- -0 pA 0n��.4 m in O na ZC-n0 �o v -'v0 � mzmn>om mozz z pp p_-1 .NU) N 0O --j ;v � U) Jmv��E vmi ozr-g= >Z c(n� L4 pN �m o>rmC>o0' mT�rn Czo mZQJM � zo22�voo v <Z>m�p0 n-ncn -�O—n Om�Z•)�m2� rpfZcm'�Z�.-.i cW,, u)mcn M��Smm0 atZo n 0->-'�r--� pLn -r�p0 o DG)'�Opp�?�m�rn >CC-> => m Z0;u > mm i =A-�>om No mNOmrn C7 CC -)I I � 8 Zmwommm� = e o>- -n-gMLArmm zmr-oz>`��.4p ZN(�myr>ZO5C 2Snmoo�� m m aU)0 ioa Ngo N Z >0= u Cmc rn0 Z > -n O a ��z mo m -< cn F x --I n g�3g�gp>S saaag;�q>qs R > 4e— ooS3'�3g §•esc ��Owl �s �eQ e ibst4gg TRACT 15 0 04 N T N WEST— LINE OF TRACT 16 7TH STREET S.W. S 89.41012' E 349.82' NORTH LINE OF TRACT 16 ELWILL ASSOCIATES, INC. PARCEL #:33392200001016000009.1 ORB 11281 PG 0479/0486 ORB 1045, PG 0082 O: O:d• O• m• III: N 89036'55' W r 20 CA) 105D O m x� y .a �L IC 1 a 70 y I I : ELWILL ASSOCIATES, INC. I PARCEL #:33392200001016000009.0 I I OFFICIAL RECORD BOOK 1127 IPAGE 1896 hI I ?0-0Z— m m6 060 P m I v 0j-) in D l I _ Op Z A > O m O p D� C'1 0 LDA z-oSA Czi C zZronc_� m m C I ° -Dv0 m 2 Z p o r Om � Z -I v v mz m n m f C C WA ; U7 .'9 > rn 0 r. O I< m TZfl c Z z LLit z co - m 2 � m Ln m I i o I : X, I< z 1 m N 89'36155' W 349,H�' 0 100' 200, IwIlN I GRAPHIC SCALE 100' No INDIAN RIVER FEDERAL CREDIT UNION N PARCEL #:33392200001016000009.2 wo I OFFICIAL RECORD BOOK 2095 m ca o I PAGE 1452 �; N Z a 15' cl W* E I I'M I Ur i� q� , _ N 89'36'55' W_ g a a 3 = li SOUTH LINE DF TRACT 16 30' 1 RF,W.C,D. R/W e OSLO ROAD (9TH STREET SS ne Rik M V it Kimley-Horn DATE ��❑ and Associates, Inc. a/3/0e © 1008 MLET-NONN AND ASSof1AlES. M PROJECT NO, Got 21ST MEEOM T U2-7951 FAX4 A suCK. TE 000. '0:80 RArt 32pp0 047035042 WW PNN.IWM IET-NN.0011 C 206" O DRAINAGE EASEMENT INDIAN RIVER COUNTY, FLORIDA N c SHEET NUUSER 1 OF 1 1 -- compacting the material after it is placed on the sites. The County makes no warranty or guarantee that the excavated material is suitable to be used as construction grade fill material. Credit Union and Elwill shall have the right to test/review material to be excavated as to its suitability and refuse such material if deemed unsuitable. Credit Union and Elwill shall be responsible for such testing. Credit Union and Elwill maw employ a surveyor/engineer to oversee the placement and spreading of the excavated material up to approximate elevation 24.0. Following completion of the placement of fill, Credit Union and Elwill shall comply with any St. Johns River Water management District Requirements for erosion control. 4) The COUNTY shall be responsible for the construction of the retention pond, installation of pipes and Oslo Road widening and improvements including advertisement for bids, contractor selection and construction inspection. 5) The Parties agree to use their best efforts to coordinate the planning, design, engineering, permitting and construction of the pond and spreading of the excavated material. Each Party shall obtain any permits necessary for their own properties and projects. The Parties also agree to use their best efforts to accommodate the timing of each other's projects with respect to construction of the pond and spreading the excavated fill material. The Project site may be cleared by the Parties and the County may begin placing fill on the Project site prior to site plan release so long as the County has approved the stormwater plans for the Project and the County has received a notice of "No Objection" from the St. John's River Water Management District concerning the stormwater plans. 6) In the event of any litigation arising out of this Agreement, each party shall bear its own attorney fees and costs. 7) No amendment, modification, change, or alteration of this Agreement shall be valid or binding unless accomplished in writing and executed by all of the parties hereto. 8) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, and assigns. 9) This Agreement contains the entire agreement and understanding between the parties. No representation, statement, recital, undertaking, or promise not specifically set forth herein shall be binding on any party hereto. 10) This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Venue hereunder shall lie in Indian k3 River County, Florida. 11) This Agreement shall be deemed prepared jointly by each of the parties hereto and shall be construed on parity as between the parties. There shall be no canon of construction for or against any party by reason of the physical preparation of this Agreement. 12) The Parties shall grant such further assurances and provide such additional documents as may be required by one another from time to time, and cooperate fully with one another in order to carry out the terms and conditions hereof and comply with the express intention of this Agreement. 13) Failure to insist upon strict compliance with any of the terms, covenants, or conditions herein shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or times be deemed a waiver or relinquishment of such right or power at any other time or times. 14) All words, terms, and conditions contained herein are to be read in concert, each with the other, and a provision contained under one paragraph may be considered to be equally applicable under another in the interpretation of this Agreement. 15) In the event any term, condition, or clause of this Agreement is declared to be illegal or unenforceable by a court of competent jurisdiction, such declaration of illegality or unenforceability shall not affect or alter the legality or enforceability of any remaining term, condition, or clause hereof, provided of the parties, as set forth in this Agreement. Ll � vv NORTNWEST n n OF TRACT 16 rnr'988?zr"vi - to R, CO ysi v m a _ O -0rTi oD o a '0 m L �wmvmm N 0 (N, W NZC7D N D CO D m tn � � to rr, O O D m p m yl n-4vo�m m t" FTF Mmc:) t o zZ No5�M r D OO ZO m M � r �_ D oa �M>' r Wo C) Z-4 Ln Ln S O to D m p D D=Z O M_ O C ml Z cc _m � -v m m = C) M z Z 07 n - O C p Z n O y Z c N CD E) �g-t�r Z7 DC5zz D r�oM zpvm C to � A -A Z Z7 Z M O -1 D z c3 n m o v oc --4 -< rri oD93 m ^ C7ZN a' �m�� n C: � C3 c5C�Z m Z Z . � STN Z �Ln D-" K N c O CC -< yr toO M � C ren O -C En (TT 'CC0 m n X: = vT P1Y m D� -0 yZ.Z�W W 7a N r- Ln Ln -nO N -D-4 co occo!a O S Z my=ocnm 0 CO N � 260' S 00.13'38' W �! j.BASIS bF BEARINGS r Z atzy m m y:....r n O -a CY% " �M D M v vrct ' M � T (-I ) N ^'O°o CD r7 O7K o F7%m N O 260' S 00.13'38' W �! j.BASIS bF BEARINGS � r Z atzy m m n O -a CY% " �M D M v vrct ' M � T (-I ) N ^'O°o CD r7 O7K o F7%m N O � O Cn O — iv O 260' z _ ......390 ............... ..... ......�........................... � r Z atzy m m O -a CY% " J Z w .p %D m Flo S 00.13'38' W 260' 0 g rn �ZZcri�t-tcntn��S{{{ LJL G7— F :00 C)cmn -4 C:7 7;z Cno= oZ-'rrl on ZED om�Ni�'o� n DC o=v-t CD En v Grli- T.rrT'tip --too 5 T T1 N C--� 00 m -R Cl n A Z m�7 - -0 ;v to v v v o O C" C m ;v rill cZi n m ,.Ob m r Z m—C:y O� o n o c-)5-ra� � A o �p r O � N m = ➢ O N -t Z O m nZ a v v -t En v -0 v 0 M M D O c .otp z ;a D o m O o➢ -�.'t7 f7` f q D O r ""'t .'i0] A z g r*1 p En O� Z-1 Zi m =-t egg ogg a•f" c DLnOD O DIn = Z O O r➢- O frT1Z--1_ZO D O r� to Ln G)00� N.Z�3 Mz CO O Cm3 D S O C :1:,83?�LDt � ZOmmO W C30 � Ln Z m r Fm P D.ET3$3 O O `3 to o �g Z z z N�ng33 mow' tTrO�mm(milrn N �' m m CD ski $ aro fM mo�T v o� ��3� vD �ta•� o :77Z -n DTZ n D 000==0��� orn mMmAo� RR 0 c3rn �wo.g n SCALE t�_too• ��❑ Kirnley-Horn DATE DRAINAGE EASEMENT Dcva+ED eY PCs and Associates, Inc. 6/3/08 DRAWN BY PCs © 2006 XW6 -WWW AND ASSOCIATES, INC, PROJECT NO. CNEC6E0 ■V ECD 601 21ST STREET• SITE 300' VMD BEACH. M 3]960 INDIAN RIVER COUNTY, FLORIDA pHCNQ T2-6412-7961 vex: 772-662-9669 047035042 W .K M LY-NMN.COM CA 00000696 :24 r r Z Z m m trrJ 1� d SHEET NUMBER 1 OF 1 IN WITNESS WHEREOF the COUNTY and DEVELOPER has caused these presents to be executed in their names, the day and year first above written. ELWILL ASSQebVTES, INC. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA WITNESS: (Corporate seal is acceptable in place of witnesses) INDIAN RIVER FEDERAL CREDIT UNION, a not-for-profit financial cooperative BY: William H. Garrett, President/CEO WITNESS: WITNESS: (Corporate seal is acceptable in place of witnesses) BY: Sandra L. Bowden, Chairman BCC Approved: Approved: Joseph A. Baird, County Administrator Jeffrey K. Barton, Clerk of Court Attest: BY: Deputy Clerk Approved as to form and legal sufficiency Deputy County Attorney 5 IN WITNESS WHEREOF the COUNTY and DEVELOPER has caused these presents to be executed in their names, the day and year first above written. ELW II. L ASSOCIATES, INC. BY: Tirnothy Slater, President WITNESS: WI`INESS: (Corporate seal is acceptable in place orwitnesscs) INDIAN RIVER rEDERAL CREDIT UNION, a not-for-profit financial cooperative BY: William I.I. (Jarrett, WRNI SS:.A (Corporate Aays acceptabie?rfi face of witnesses) BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA BY: ... Sandra L. Bowden, Chairman BCC Approved: Approved. By Joseph A. Baird, County Administrator Jeffrey K. Barton, Clerk of Court Attest: BY: Approved as to form and legal sufficiency William K. DeBraal Deputy County Attorney Deputy Clerk 5 Indian River Count A roved Date Administration Budlet - Count Attorney Risk Mana gemenl Nublic Works Traffic Engineering Community Develo:�ment 5 G 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 Seiler 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 are a lien upon the property on or prior FAEngincering\Robcrt WebbWwWassoosbrOurchasc Contract.doc- 2 - to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller prior to closing. 7. Closing Costs: Expenses. County shall be responsible for preparation of all Closing documents. 7.1 County shall pay the following expenses at Closing: 7, 1A 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. FAEngineeringWobert WeWelwillassooslordPurchase Conhacl.doc- 3 - � vv NORTNWEST n n OF TRACT 16 rnr'988?zr"vi - to R, CO ysi v m a _ O -0rTi oD o a '0 m L �wmvmm N 0 (N, W NZC7D N D CO D m tn � � to rr, O O D m p m yl n-4vo�m m t" FTF Mmc:) t o zZ No5�M r D OO ZO m M � r �_ D oa �M>' r Wo C) Z-4 Ln Ln S O to D m p D D=Z O M_ O C ml Z cc _m � -v m m = C) M z Z 07 n - O C p Z n O y Z c N CD E) �g-t�r Z7 DC5zz D r�oM zpvm C to � A -A Z Z7 Z M O -1 D z c3 n m o v oc --4 -< rri oD93 m ^ C7ZN a' �m�� n C: � C3 c5C�Z m Z Z . � STN Z �Ln D-" K N c O CC -< yr toO M � C ren O -C En (TT 'CC0 m n X: = vT P1Y m D� -0 yZ.Z�W W 7a N r- Ln Ln -nO N -D-4 co occo!a O S Z my=ocnm 0 CO N � 260' S 00.13'38' W �! j.BASIS bF BEARINGS r Z atzy m m y:....r n O -a CY% " �M D M v vrct ' M � T (-I ) N ^'O°o CD r7 O7K o F7%m N O 260' S 00.13'38' W �! j.BASIS bF BEARINGS � r Z atzy m m n O -a CY% " �M D M v vrct ' M � T (-I ) N ^'O°o CD r7 O7K o F7%m N O � O Cn O — iv O 260' z _ ......390 ............... ..... ......�........................... � r Z atzy m m O -a CY% " J Z w .p %D m Flo S 00.13'38' W 260' 0 g rn �ZZcri�t-tcntn��S{{{ LJL G7— F :00 C)cmn -4 C:7 7;z Cno= oZ-'rrl on ZED om�Ni�'o� n DC o=v-t CD En v Grli- T.rrT'tip --too 5 T T1 N C--� 00 m -R Cl n A Z m�7 - -0 ;v to v v v o O C" C m ;v rill cZi n m ,.Ob m r Z m—C:y O� o n o c-)5-ra� � A o �p r O � N m = ➢ O N -t Z O m nZ a v v -t En v -0 v 0 M M D O c .otp z ;a D o m O o➢ -�.'t7 f7` f q D O r ""'t .'i0] A z g r*1 p En O� Z-1 Zi m =-t egg ogg a•f" c DLnOD O DIn = Z O O r➢- O frT1Z--1_ZO D O r� to Ln G)00� N.Z�3 Mz CO O Cm3 D S O C :1:,83?�LDt � ZOmmO W C30 � Ln Z m r Fm P D.ET3$3 O O `3 to o �g Z z z N�ng33 mow' tTrO�mm(milrn N �' m m CD ski $ aro fM mo�T v o� ��3� vD �ta•� o :77Z -n DTZ n D 000==0��� orn mMmAo� RR 0 c3rn �wo.g n SCALE t�_too• ��❑ Kirnley-Horn DATE DRAINAGE EASEMENT Dcva+ED eY PCs and Associates, Inc. 6/3/08 DRAWN BY PCs © 2006 XW6 -WWW AND ASSOCIATES, INC, PROJECT NO. CNEC6E0 ■V ECD 601 21ST STREET• SITE 300' VMD BEACH. M 3]960 INDIAN RIVER COUNTY, FLORIDA pHCNQ T2-6412-7961 vex: 772-662-9669 047035042 W .K M LY-NMN.COM CA 00000696 :24 r r Z Z m m trrJ 1� d SHEET NUMBER 1 OF 1 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: Elwill Associates Inc. 319 Monroe Drive West Palm Beach, FL 33405 If to County: Indian River County 180127 1h Street, Vero Beach, FL 32960 Attn: Land Acquisition Bob Webb 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 may be 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. FAEnginccring\Robert Webb\01willassooslordPurchase Contraothoc- 4 . IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. Elwill,_sso�iaie�l��c. INDIAN RIVER COON , FLORIDA BOARD OF COUNTY CO MI IONERS By: j- Timothy Slater, President Date Signed: (01 oa, FAE'ngineering\Robert WebblelwillassooslordPurchase C;ontract.doc- 5 - " Syna dra L: BowudpN.Qhairftmn. Date Signed: October 7, .200F�' Attest: J. K. Barton, Clerk By N a ------e Deputy Clerk Date Signed: Approved to forrr) and I,agal Syfficiency: County Attorney v Q v 2 M O m N 0 D z c) D D M I m a v a �iDN -i D:0 In Mem ow O T b O O D 0 oZVOz� JK (/)m0� (.400 �OW vz*:Jm 0=.r.<mmm mOor- �t-D0 ML/)OZ> X -TI :L Z ;r M m O O m (A Mm'tm mLn cpm t7tC ; Z z = r m [-pm m P)-0-0{ ";u Z - r OLnZ ODIN POm2C mD 105 zzo tOtMCCZm OmAN� O 0 � Or Z il0N'tm mz 1=o m:�t-f1 O- n2� 00 >0 O > xO z a Mp0 -C>CAm 2 <' U1 1mN m O �� omo �Z22Kz mmDNN n. mD z30 oAD-<z W O --1 2 4 C K:=OCD c., m0 O 0 W p A >L4-UZZ 0� 0 -no 0mt=m O m V) (Nn 0 tW0 _t- m z' P C 0 En to 0. N A M n x O r m c� D r v m 0 O z O z r z 0 D m O C z 0 D A M M D O M K M z C A N ?1� o3Kul! 3 191 44� �t RL $�a e22.,sgg s3N9aa Evi<: A N -1 0% BASIS OF BEARINGS S 00.13138.1 W 598.9e' N W130380 E 240.00' O A D GG Z r m m b N m .�. 3 Z Iit EAST LINE OF THE WEST 10.68 ACRES I1 '100'Kimley-Hom 8y PCS mnand Associates, Inc. PCS mus, M BT ECD 801 31ST B - =Z 3K Y Kelm R SL60 nom nz- m1 rut nx-sx-ws NIM.8811EY�.N a aoo0mn A E S 00.13'380 W rn 1 150 150MO 240.00' W %D 0 D m� Am m ru n Z m� C) rn r C> Arz m m 0 x m Z mNc p r- 0% I n � o - C -ON o V1 EAST LINE OF THE WEST 10.68 ACRES I1 '100'Kimley-Hom 8y PCS mnand Associates, Inc. PCS mus, M BT ECD 801 31ST B - =Z 3K Y Kelm R SL60 nom nz- m1 rut nx-sx-ws NIM.8811EY�.N a aoo0mn A E S 00.13'380 W rn 1 150 150MO 240.00' W %D 0 •v m� CCi�oo m ru n Z m� r C> m) m m 0 x m Z W p 0% I n � to g o EAST LINE OF THE WEST 10.68 ACRES I1 '100'Kimley-Hom 8y PCS mnand Associates, Inc. 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PCS mus, M BT ECD 801 31ST B - =Z 3K Y Kelm R SL60 nom nz- m1 rut nx-sx-ws NIM.8811EY�.N a aoo0mn A E S 00.13'380 W rn 1 150 150MO 240.00' 31ST AVE IN W %D 0 •v .A. m ru Z m� r m m) m 0 x A Z W p IN I � 1 g W 31ST AVE IN W %D •v .A. m ru m� m) m (nl A W IN I 30TH AVE Dm0Z>g-t z—n o. m C ;0 m 0 z m> m 000 Z- 0.Z_IZ=:I:U oZmp0�y zr mONA ZDOD --{�IVO I DCOm rt=`t00 .0 A N -0'0 vv0 to to Z m 0 0 to p� A0mOD m ; 0 mf) m 03�='ppi N 0 D 0 �1 m 0p>�-<AW� Dv � , U) -0-0vrmo � Cm w>wM O0O z O lm� OOD0Z O z 0mr— 3m m 0O � Zi�m D Z-1 '*1 N ..j < � O Z 0 O� O r'D O V1 -1 T1 LD �no0>0 M� Qr 0 O t -(n- mC)m z m C1 C D D'+mr m CO Z z to z 0rmz(''c>i � c> m m m tp K 0 ZmONmN O O ZOcn �{0=�1�0 �zm -4 ��O > 0 M DAA POND 200 PARCEL 9/3/08 14 INDIAN RIVER COUNTY, FLORIDA II M m D 0 m � K Z z r r m m CEJ 0 z 1 OF 1