HomeMy WebLinkAbout2009-054 ORIGINAL
AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
DOUGLAS J . AND JANICE FLEISHER , HUSBAND AND WIFE
THIS AGREEMENT TO PURCHASE AND SEL REAL ESTATE ("Agreement" ) is
made and entered into as of the day of , 200$, by and between
Indian River County , a political subdivision of the State of Florida ( "the County") , and
Douglas J . and Janice Fleisher , husband and wife , ( " Sellers") , who agree as follows .
WHEREAS , The Fleisher' s own property located at 6430 53rd 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 66th Avenue in the future and the
road expansion will impact and affect the Fleisher' s property ; and
WHEREAS , in order for the County to proceed with its road expansion plans , the
Count needs to purchase property to be used as right-of-way from landowners adjacent
to 53r Street ; and
WHEREAS , the County has contacted the Fleishers and has offered to purchase an
approximate total of 0 . 287 acres of property from the Fleishers 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 , Douglas J . Fleisher and Janice Fleisher 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 6430 53rd Street , Vero
Beach , Florida and more specifically described in the sketch and legal description attached
1
ORIGINAL
as Exhibit "A" , containing approximately 0 . 287 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 $ 14 , 852 . 25 ( Fourteen Thousand Eight Hundred Fifty-Two and 25/ 100
Dollars ) , also attached to this agreement as Exhibit " B " and incorporated by reference
herein , an addendum listing the projected cost of moving personal property within the
proposed right-of-way ( $ 16 , 300 ) . The combined total of the land purchase price and the
cost of relocating the personal property is $ 31 , 152 . 25 (Thirty One Thousand One Hundred
Fifty-Two and 25/ 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 .
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ORIGINAL
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 . Closin .
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 .
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ORIGINAL
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 .
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 . 1 . 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 .
4
ORIGINAL
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 .
8 . 5 Notices . Any notice shall be deemed duly served if personally served or if mailed by
if sent via " overnight" courier service or facsimile
certified mail , return receipt requested , or
transmission , as follows :
If to Seller : Douglas J . & Janice Fleisher
643053 rd Street
Vero Beach , FL 32967
If to County : Indian River County
1801 27th Street
Vero Beach , FL . 32960
Attn : Land Acquisition/Louise 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 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
5
ORIGINAL
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 .
8 . 11 Relocation of Personal Property : Sellers shall be responsible for contracting to have
personal property with - in proposed right-of-way relocated before the road project goes out
for bid ( Exhibit " B " ) . Any personal property remaining within the proposed right- of-way at
commencement of project bid , shall be deemed County property .
8 . 12 " Seller acknowledges receipt of the " Notice to Owner" and understands his/her
rights granted under Florida Law Chapters 73 and 74 . "
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
Wesley S . Davis Chairman Doug s J WL
fisher it�7
Approved by BCC March 3 , 2009
1
i
� ATTEST :
rai Jeffrey i K . Barton , Clerk of ircuit Court J ice Fleisher Date
6 eputy Clerk
Approved :
J seph . Baird , County Administrator
UAprov as t ZForegal Sufficiency :
County Attorney
6
SKETCH TO ACCOMPANY DESCRIPTION . EX H I B I T A
THIS IS NOT A SURVEY !
LOCATION MAP: NOT TO SCALE
619 0
61 st 'St.
—
913 �; 59th ¢ ;St.
" OWNERS:
°o , I ( �, N ? e Relief _ Canal DOUGLAS J . FLEISHER
P53rd _ t_ n JANICE FLEISHER
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LEGAL DESCRIPTION : PARCEL 167
A PARCEL OF LAND BEING THE NORTH 50.00 FEET OF THE SOUTH 80.00 FEET OF THAT PARCEL OF
LAND DESCRIBED IN OFFICIAL RECORDS BOOK 1389, PAGE 1456 OF THE PUBLIC RECORDS OF INDIAN
RIVER COUNTY, FLORIDA. LYING WITHIN TRACT 131 INDIAN RIVER FARMS COMPANY PLAT OF LANDS ,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE 25, PUBLIC RECORDS, SAINT
LUCIE COUNTY, FLORIDA, ALL SAID LANDS LYING WITHIN SECTION 17, TOWNSHIP 32 SOUTH , RANGE
39 EAST, INDIAN RIVER COUNTY, FLORIDA.
CONTAINING 0 . 287 ACRES, MORE OR LESS.
CERTIF 4 AnQN :
I HEREBY CERTIFY THAT THE DESCRIPTION AND ATTACHED SKETCH OF DESCRIPTION WERE PREPARED IN ACCORDANCE
WITH THE SURVEYING STANDARDS, CHAPTER 61G17-6, FLORIDA ADMINISTRATIVE CODE, AS SET FORTH BY THE FLORIDA
BOARD OF PROFESSIONAL SURVEYORS & MAPPERS, PURSUANT TO SECTION 472.027, FLORIDA STATUTES, AND IS TRUE
AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. UNLESS IT BEARS THE SIGNATURE AND THE
ORIGINAL
RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER, THIS LEGAL DESCRIPTION AND SKETCH IS
FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT VALID.
NOTE: THIS IS NOT A SKETCH OF SURVEY, BUT ONLY A
GRAPHIC DEPICTION OF THE DESCRIPTION SHOWN HEREON.
THERE HAS BEEN NO FIELD WORK, VIEWING OF THE
SUBJECT PROPERTY, OR MONUMENTS SET IN CONNECTION
PERRY C. WHITE WITH THE PREPARATION OF THE INFORMATION SHOWN
PROFESSIONAL LAND SURVEYOR AND MAPPER HEREON . NOTE: LANDS SHOWN HEREON WERE NOT
LICENSE N0 . 4213, STATE OF FLORIDA ABSTRACTED FOR RESTRICTIONS , RIGHTS—OF—WAY AND
DATE 9/26/07 EASEMENT'S OF RECORD.
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SKETCH TO ACCOMPANY DESCRIPTION .
THIS IS NOT A SURVEY !
LEGEND:
- BASELINE
IRFC - INDIAN RIVER FARMS COMPANY b
L - LEFT
O. R.B. - OFFICIAL RECORDS BOOK
P. B. - PLAT BOOK
PG. - PAGE T I
R - RIGHT
R/W - RIGHT-OF-WAY
STA. - STATION `n
S.L.C.R. - ST. LUCIE COUNTY RECORDS
l
TRACT 13
P. B. 2 , PG. 25 ,
S.LC. R.
OWNERS: DOUGLAS J . FLEISHER STA: 816+ 13 .58
JANICE FLEISHER OFFSET: 48.96 L
ADDRESS: 6430 53RD STREET
VERO BEACH , FL. , 32967
PID - 32391700001013000002.0 N
O. R .B. 13892 PG. 1456 I +
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OFFSET: 43 .57 L o
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NII
STA: 813+ 64. 10 } o
OFFSET: 6.42 R —
SOUTH LINE OF TRACT 5
SOUTH LINE OF SECTION 30-32- 39 STA: 816+ 14.29
N89.48'46"E OFFSET: 1 .03 R
(BEARING BASE)
60' SUB-LATERAL "A-9" CANALII
INDIAN RIVER FARMS CO . PLAT OF LANDS
P .B . 21 PG. 25 , S . L.C . R .
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TREASURE COAST CONSTRUCTION
MANAGEMENT , L . C .
Creneral Contractnr/Project Management:
Estimate
Name / Address
Date Estimate #
Mr Kc Mrs Doug Fleisher
6430 53rd Street
1 /21 /2009 138
Vero Beach , FL 32967
Project
Description Qty Cost Total
Proposed Contract Amount 1 16. 300 . 00 16,300 ,00
Constniction of S CBS columns behind set back to allow for road widening to include ;
New columns
stucco
Caps
Painting
Elecuric relocation
--
Irrigation relocation
Grading card sod as needed
Note; Price is based on re-using metal fencing.
Signature of acceptance:
Printed names
i�utc:
Total 516. 300. 00
P. O . Box 2851 • Vero Beach , FL 32961 • Phone (772) 569- 7165 • Fax (772) 569-8901 - License No. CBC053386