HomeMy WebLinkAbout2004-004 ORIGINAL
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 6th day of January , 2001 , by and between Indian River
County, a political subdivision of the State of Florida (" County") , and Leonard J. Hatala,
Trustee (an undivided 1 /6 interest ; Constance C . Hatala, Trustee (an undivided 1 /6 interest) ;
Ronald Hatala (an undivided 1 /3 interest) ; and J. Leonard Litwiniec (an undivided 1 /3
interest), (collectively, " Seller") , 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 71 " Street, County of Indian River, State of
Florida and more specifically described on Exhibit "A," containing approximately 57 ,447 square
feet, or 1 . 32 acres , 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 Thirty-Four Thousand, Three Hundred Twenty Dollars ($34,320. 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.
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.
3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property.
County shall, within thirty (30) days from either, receipt of the Ownership and Encumbrance Report,
or execution of this contract by all parties (whichever occurs last) 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 .
Standard Agreement — Indian River County and Hatala 1
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 Properly, 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 of a default by the County, the Seller shall be entitled, as its sole remedy
hereunder, to terminate this Agreement. and neither the Seller nor any other person or party shall
have any claim for specific performance, damages or otherwise against the County.
5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall
be entitled to : (i) terminate this Agreement by written notice delivered to the Seller at or prior to the
Closing Date, and pursue all remedies available hereunder and under applicable law ; (ii) obtain
specific performance of the terms and conditions hereof; or (iii) waive the Seller' s default and
proceed to Closing :
6 . Closing .
6 . 1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take
place within 45 days following the 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 .
(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.
7 . Prorations . All taxes and special assessments which are a lien upon the property on or prior
to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the
Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending
on December 31 , Seller shall pay all current real estate taxes and special assessments levied against
the Property, prorated based on the "due date" of such taxes established by the taxing authority
having jurisdiction over the Property. If the Closing Date occurs between January 1 and November
1 , the Seller shall, in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the
Standard Agreement — Indian River County and Hatala 2
current real estate taxes and assessments, prorated to the Closing Date.
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, subj ect 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 subj ect 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 .
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: c/o Leonard J. Hatala
5865 34t11 St . , Vero Beach, FL 32966
If to County: Indian River County
1840 25th Street, Vero Beach, FL 32960
Attn : William M. Napier, Public Works Dept .
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
Standard Agreement — Indian River County and Hatala 3
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 parry 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 . CountApproval 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.
8 . 11 Additional Conditions : When the County constructs a road and related improvements on the
subject land, the County will provide and install two 15 -inch culverts in a proposed Swale along the
west side of the road. One culvert will be installed approximately 150 feet south of the north
property line ; the other culvert will be installed approximately 150 feet north of the south property
line. Four foot (4 ' ) paved aprons will be provided at each, along with stabilized base for each
driveway to the new
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
set forth above . (see next page)
Standard Agreement — Indian River County and Hatala 4
SELLER INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
By
Leonard J .c1fatiqlal , Trustee By: leo
Date Signed : ,(/.
fizo/S'' Caroline D . Ginn , C airman
o� OU 3
Date Signed : isnuary 6 , 2004
Constance C . Hatala, Trustee
A Attest : J .K. Barton, Clerk
Date Sign d :_d .- ee -or �
By: Alae
By: °�- Deputy Clerk
Ronald Hatala
Oze Date Signed : / ' $ 0 y
Date Signed : =�
lq�By: By: CIJ OL� -V--=-
J . Leonard Litwiniec Sa nes W . Davis, P . E .
County Public Works Director
Date Signed : / A i 3 &3 Date Signed : ( Z - r✓ Z — d3
PPROVED :
ount Pffltgt T FOky
AND GAL SUFFI iENCY
B
RIAN E . FELL
SISTANT COUNTY ATTORNEY
Hatala.Contract.71stSt.Revised 12-8-03
Standard Agreement — Indian River County and Hatala 5
150 0 75 150 300
ROAD RIGHT— OF— WAY LEGAL DESCRIPTION
The East 90 feet of the following described parcel : GRAPHIC SCALE ( IN FEET )
The North 1 / 2 of the Southwest 1 / 4 of the Southwest
1 / 4 of Section 3 , Township 32 South , Range 39 East , CEMETERY ROAD (71ST STREET)
LESS the West 10 acres thereof . (NOT SURVEYED)
659 .4't per Indian River County Tax Map R/W Line
Lying in Indian River County , Florida . 569 .4'* per Indian River County Tax Map (NOT SURVEYED)
Containing 57 , 447 . 0 square feet , or 1 . 3 acres ,
more or less . -� o
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NOTES
1 . This sketch and description is not valid without the N
In
signature and the original raised seal of the Florida o N
re ,®
istered Surveyor and Mo o a
9 y Aper named hereon . � �
2 . This sketch and description meets or exceeds all i
applicable requirements of the Minimum Technical N o HATALA PARENT TRACT o o
Standards as established in Chapter 61G17 - 6 , X 03-32-39-00000-5000-00008.0 e�
Florida Administrative Code . T
3 . This sketch and description and adjoining parcels =
may be subject to easements , restrictions , reser— Z 0 �' ' c
vat ions , or right — of — ways not shown and may be o 'o 0
V U
found in the Public Records . e
4 . This sketch and description does not represent a < 2
field survey . Existing property conditions or features
are not shown , a c o
WREMAINING SQUARE FEET= I
LEGEND & ABBREVIATIONS 0M 3638192.7 *
I . R . C . R . = Indian River County Records
a n UJ
O . R . B . = Official Record Book W ,H =N
Pg . = Page n
R /W = Right — of — Way o
568.6'± per Indian River County Tax Map NOT SURVEYED) 3 Q
CERTIFICATION 658.6' per Indian River County Tax Map (NOT SURVEYED)
Surveyor and . Mapper in responsible charge °' to
a
C cv Zc�C_2� THIS IS NOT A BOUNDARY SURVEY w n C3 3
Michael O ' Brien P . S . M . Date SKETCH TO ACCOMPANY LEGAL DESCRIPTION a `O 0 0
Florida Registration No .. `S 61 18 PREPARED FOR INDIAN RIVER COUNTY o m 6 ro
Indian River County Surveyor ENGINEERING DEPARTMENT ir Ci Q CD
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NDIAN RIVER COUNTY ADMINISTRATION BUILDING lwomiv R/VER COUNTY "BY-
SECTION 3 SKETCH & DESCR/PT/ON OF 5H�` `V
1610 zsth STREET
VERO BEACH, FL 32960 Deparimen/ of Pub//c Works By
TOWNSHIP32S A PD/PT/ON OF PARCEL 0O
« (»z) 567 -s000 £nglneering Dlv1slon RANGE 39E 03-32—.39-00000-5000- 00008. 0OF
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