HomeMy WebLinkAboutR-90-18RESOLUTION NO. R-90-18
A RESOLUTION OF THE CITY OF SEBASTIAN, INDIAN RIVER
COUNTY, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY
CLERK TO SIGN, ON BEHALF OF THE CITY, AN AGREEMENT FOR
EXCHANGE OF REAL PROPERTY WITH CARL JULIAN,
INDIVIDUALLY AND AS TRUSTEE, ROGER M. SKILLMAN AND
WAUNETA B. SKILLMAN, PERTAINING TO THE EXCHANGE OF
CERTAIN PARCELS OF REAL PROPERTY LOCATED IN THE CITY OF
SEBASTIAN, INDIAN RIVER COUNTY, FLORIDA, FOR MUNICIPAL
PURPOSES OF DIRECT BENEFIT TO THE CITIZENS OF THE CITY
AND SUCH OTHER DOCUMENTS, DEEDS, PLATS AND CLOSING
STATEMENTS NECESSARY TO EFFECTUATE AND CONSUMMATE THE
AGREEMENT; PROVIDING FOR REPEAL OF RESOLUTIONS OR PARTS
OF RESOLUTIONS IN CONFLICT HEREWITH; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Carl Julian, individually and as Trustee, is the
owner of certain real property located in Sebastian, Indian River
County, Florida; and
WHEREAS, Roger M. Skillman and Wauneta B. Skillman, as
husband and wife, are the owners of certain real property located
in Sebastian, Indian River County, Florida; and
WHEREAS, Carl Julian, individually and as Trustee, and Roger
M. Skillman and Wauneta B. Skillman, as husband and wife, are
desirous of exchanging certain parcels of real property among
themselves and with the city of Sebastian for certain municipal
purposes; and
WHEREAS, the City Council of the City of Sebastian, after
reviewing the proposed Agreement for Exchange of Real Property
and engaging in deliberations has determined that it would be in
the best interest of the City of Sebastian and its citizens, and
in furtherance of a valid municipal purpose, for the City of
Sebastian to enter into the proposed Agreement for Exchange of
Real Property, and to sign such other documents, deeds, plats and
closing statements necessary to effectuate and consummate the
transactions contemplated in the Agreement for Exchange of Real
Property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEBASTIAN, iNDIAN RIVER COUNTY, FLORIDA, that:
SECTION 1. AGREEMENT. The Mayor and the City Clerk of the
City of Sebastian, Indian River County, Florida, are hereby
authorized to sign, on behalf of the City, the proposed Agreement
for Exchange of Real Property between the City of Sebastian, Carl
Julian, individually and as Trustee, and Roger M. Skillman and
Wauneta B. Skillman, as husband and wife, (the "Agreement") which
provides for the exchange of certain parcels of real property
located in the city of Sebastian, indian River County, Florida,
which would thereby bind the parties to the terms and conditions
thereof, and to sign such other documents, deeds, plats and
closing statements necessary to effectuate and consummate the
transactions contemplated in the Agreement. The Agreement also
provides for the City to bear certain expenses for the
construction of an aligned section of Main Street and the
construction of a portion of Gibson Street north of Main Street.
Section 2. CONFLICT. All resolutions or parts of
resolutions in conflict herewith are hereby repealed.
Section 3. SEVERABILITY. In the event a court of competent
3urisdiction shall hold or determine that any part of this
Resolution is invalid or unconstitutional, the remainder of the
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Resolution shall not be affected and it shall be presumed that
the City Council of the City of Sebastian did not intend to enact
such invalid or unconstitutional provision. It shall further be
assumed that the the City Council would have enacted the
remainder of this Resolution without said invalid and
unconstitutional provision, thereby causinG said remainder to
remain in full force and effect.
Section 4. EFFECTIVE DATE. This Resolution shall take
effect immediately upon its adoption.
The foreGoinA Resolution was
Councilman ~_~ .
seconded by Councilman
beinG put to a vote, the vote was as follows:
moved for adoption by
The motion was
and, upon
Mayor W.E. Conyers
Vice-Mayor Frank Oberbeck
Councilman Robert L. McCollum
Councilman Lonnie R. Powell
Councilman Lloyd Rondeau
The Mayor thereupon declared this Resolution duly passed and
adopted this ~--day of
ATTEST:
~.~ ,~' ,
Kathr~ M. O'H~ll6ran, cMCfAAE
City Clerk
· 1990.
CITY OF SEBASTIAN, FLORIDA
BY:W~~E ~
/
( Seal )
Appr~ as to Form_and Content:
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AGREEMENT FOR EXCHANGE OF REAL PROPERTY
and between the CITY OF SEBASTIAN, Florida, a Florida municipal
corporation, hereinafter referred to as the "City", CARL JULIAN,
individually and as Trustee, hereinafter referred to as Julian,
and ROGER M. SKILLMAN and WAUNETA B. SKILLMAN, his wife, jointly
and severally, hereinafter collectively referred to as "Skillman".
The City, Julian and Skillman may hereinafter referred to
collectively as the "parties"
W I TN E S S E
WHEREAS, the City Council of the City of Sebastian, Indian
River County, Florida (hereinafter referred to as the "City
Council") has determined that in order to provide a safer roadway
for the residents of Sebastian, a portion of Main Street should
be realigned from what was formerly the western entrance to a
certain platted RiGht-of-Way known as Yucca Court (which has
since been abandoned pursuant to Ordinance 0-85-13), to the
western boundary where the city hall for the City of Sebastian,
Indian River County, Florida is currently located; and
WHEREAS, the City Council has determined that in order to
better serve the transportation needs of the citizens of
Sebastian, the City needs to construct a roadway known as Gibson
Street north from Main Street towards County Road 505; and
WHEREAS, Julian owns certain parcels of land that the City
needs in order to realign Main Street, which Julian, pursuant to
this Agreement has agreed to convey to the City; and
WHEREAS, the City would transfer to Julian a portion of
the current Main Street roadway which the City will no longer
need upon completion of the realignment of Main Street; and
WHEREAS, the City Council had previously approved a
conceptual plan for a development known as Saint Sebastian
P.U.D.; and
WHEREAS, Julian currently owns the land comprising the
development known as Saint Sebastian P.U.D.; and
WHEREAS, Julian has requested that the City extend the
approval of the currently approved conceptual plan for Saint
Sebastian, P.U.D. until December 31, 1990; and
WHEREAS, Julian has agreed to contribute to the cost of
realigning Main Street at such time as Julian develops the Saint
Sebastian P.U.D.; and
WHEREAS, Skillman owns certain parcels of land that the
City needs in order to realign Main Street, which Skillman,
pursuant to this Agreement has agreed to convey to the City; and
WHEREAS, the City would transfer to Skillman a portion of
the current Main Street roadway which the City will no longer
need upon completion of the realignment of Main Street; and
WHERe. AS, Julian and Skillman would each benefit from the
construction of the alignment of Main Street due to the
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enhancement it would have on the value of the real property they
each own contiguous to where Main Street would be located; and
WHEREAS, Julian and Skillman would both benefit from the
exchange to each other of certain real property they would
receive in the event that certain portions of the existing Main
Street are vacated by the City if such portions are no longer
needed b~ the City as a road right-of-way upon the alignment of
Main Street; and
WHEREAS, Julian would benefit from the construction of
Gibson Street north from Main Street due to the enhancement it
would have on the value of the real property he owns contiguous
to where Gibson Street would be constructed by the City.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Transfer to City for Main Street.
a. By Julian. Upon the signing of this Agreement by
Julian, Julian shall deliver to the City Attorney for the City,
(hereinafter referred to as the "City Attorney"), a duly executed
general warranty deed conveying legal title to the parcels
identified on Exhibit "A" attached hereto and by this reference
incorporated herein, to the City, along with a title insurance
commitment issued by a Florida licensed title insurer agreeing to
issue to the City, upon recording of the deed to the City, an
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owner's policy of title insurance in the amount of One Hundred
Twenty Thousand and 00/100 Dollars ($120,000.00), insuring the
City's title to the real property described in Exhibit "A"
without any exceptions thereto. Therefore, there shall be no
liens or other encumbrances with respect to the real property
described in Exhibit "A" being conveyed by Julian to the City.
The general warranty deed for the real property described in
Exhibit "A" shall then be forwarded by the City Attorney to the
Clerk of the Circuit Court for Indian River County, Florida,
recording department, for recording in the Public Records of
Indian River County, Florida. Between the time of the delivery
of the general warranty deed by Julian to the City Attorney
through the time of the recording of the general warranty deed,
Julian shall not suffer any liens or encumbrances to attach to or
affect in any manner the real property identified on Exhibit "A"
attached hereto and by this reference incorporated herein, and
the owner's policy of title insurance delivered to the City
pursuant to this Subparagraph la shall be updated at Julian's
expense through the date of recording to reflect that there are
no liens or other encumbrances with respect to the real property
described in Exhibit "A" being conveyed by Julian to the City
through and including the date of recording of the general
warranty deed.
b. By Skillman. Upon the signing of this Agreement
by Skillman, Skillman shall deliver to the City Attorney, a duly
executed general warranty deed conveying legal title to the
parcels identified on Exhibit "B" attached hereto and by this
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reference incorporated herein, to the City, along with a title
insurance commitment issued by a Florida licensed title insurer
agreeing to issue to the City, upon recording of the deed to the
City, an owner's policy of title insurance in the amount of One
Hundred Twenty Thousand and 00/100 Dollars (8120,000.00),
insuring the City's title to the real property described in
Exhibit "B" without any exceptions thereto. Therefore, there
shall be no liens or other encumbrances with respect to the real
property described in Exhibit "B" being conveyed by Skillman to
the City. The general warranty deed for the real property
described in Exhibit "B" shall then be forwarded by the City
Attorney to the Clerk of the Circuit Court for Indian River
County, Florida, recording department, for recording in the
Public Records of Indian River County, Florida. Between the time
of the delivery of the general warranty deed by Skillman to the
City Attorney through the time of the recording of the general
warranty deed, Skillman shall not suffer any liens or
encumbrances to attach to or affect in any manner the real
property identified on Exhibit "B" attached hereto and by this
reference incorporated herein, and the owner's policy of title
insurance delivered to the City pursuant to this Subparagraph lb
shall be updated at the City's expense through the date of
recording to reflect that there are no liens or other
encumbrances with respect to the real property described in
Exhibit "B" being conveyed by Skillman to the City through and
including the date of recording of the general warranty deed.
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2. Transfers between Julian and Skillman.
a. Transfer by Skillman to Julian. Upon the signing
of this Agreement by all of the parties hereto, Skillman shall
deliver a general warranty deed signed by them transferring title
to the real property described in Exhibit "C" attached hereto and
by this reference incorporated herein, to the City Attorney. The
general warranty deed shall be held in escrow by the City
Attorney until construction of the alignment of Main Street is
completed and the aligned roadway is open to public traffic. The
City Attorney forward the general warranty deed for the real
property described in Exhibit "C" to the Clerk of the Circuit
Court for Indian River County, Florida, recording department, for
recording in the Public Records of Indian River County, Florida,
upon receiving notice from the City that the construction of the
alignment of Main Street is completed and the roadway is open to
the public, and the City Attorney is provided with the costs to
record such general warranty deed, including recording fees and
charges for documentary stamps, from Julian. Furthermore, if any
portion of the existing Main Street road right-of-way is vacated
by the City after the completion of the alignment of Main Street
and Skillman becomes the fee simple owner of the real property
described in Exhibit "D", then Skillman shall immediately sign a
general warranty deed transferring fee simple title in the real
property described in Exhibit "D" to Julian and forward the
general warranty deed in recordable form to Julian, such real
property to be free and clear of all liens or other encumbrances,
except real estate taxes for the calendar year in which the
transfer from Skillman to Julian occurs.
b. Transfer by Julian to Sk±llman. If any portion
of the existing Main Street road right-of-way is vacated by the
City after the completion of the alignment of Main Street and
Julian becomes the fee simple owner of the real property
described in Exhibit "E", then Julian shall immediately sign a
general warranty deed transferring fee simple title in the real
property described in Exhibit "E" to Skillman and forward the
general warranty deed in recordable form to Skillman, such real
property to be free and clear of all liens or other encumbrances,
except real estate taxes for the calendar year in which the
transfer from Julian to Skillman occurs.
3. Transfer to Post Office by Julian. If any portion of
the existing Main Street road right-of-way is vacated by the City
after the completion of the alignment of Main Street and Julian
becomes the fee simple owner of the real property described in
Exhibit "F", then Julian shall immediately sign a general
warranty deed transferring fee simple title in the real property
described in Exhibit "F" to the United States Postal Service and
forward the general warranty deed in recordable form, along with
all costs to record such general warranty deed, including
recording fees and charges for documentary stamps, to the Clerk
of the Circuit Court for Indian River County, Florida, recording
department, for recording in the Public Records of Indian River
County, Florida. The real property described in Exhibit "F"
being conveyed by Julian to the United States Postal Service
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shall be free and clear of all liens or other encumbrances.
4. Preliminary Cost Estimates for Main Street.
a. Prior to the execution of this Agreement, the
City had engaged the services of a Florida licensed professional
engineer for the purpose of performing a preliminary engineering
and cost evaluation study to determine an estimate of the cost to
construct the alignment of Main Street from what was formerly the
western entrance of a certain platted Right-of-Way known as Yucca
Court (which has since been abandoned pursuant to Ordinance 0-85-
13), to the western boundary of the property where the city hall
for the City is currently located. The cost estimate includes
all surveying, engineering and legal expenses which have been
incurred by the City with respect to the construction of the
alignment of Main Street.
b. Julian agrees to and shall reimburse the City the
sum of One Hundred Thousand and 00/100 Dollars ($100,000.00)
towards the cost of construction of the alignment of Main Street,
including the cost of the project, costs for relocating any water
or sewer mains or lines and constructing any drainage systems,
and the costs of relocating any other public utilities, such cost
to include all preliminary costs, surveying fees, engineering
fees, labor expense, construction materials, equipment rentals,
equipment maintenance and repairs, legal fees, and recording
costs, at the time any one (1) of the following events occur:
i. Julian or any transferee commences any
infrastructure improvements on the real property owned by the
8
Julian constituting the Saint Sebastian P.U.D., a copy of the
legal description of such real property is contained in Exhibit
"G" attached hereto and by this reference incorporated herein; or
ii. any transferee of the Julian obtains
preliminary plat approval for the Saint Sebastian P.U.D. or any
subdivision plat; or
iii. the sale, exchange, transfer or ass±gnment
of any part of the real estate identified in Exhibit "G" after
the Julian obtains preliminary plat approval for the Saint
Sebastian P.U.D. or any subdivision plat; or
iv. the Julian obtains final plat approval for
the Saint Sebastian P.U.D. or any subdivision plat.
c. The obligation of the Julian to reimburse the
City for the costs associated with the alignment of Main Street
shall "run with the land" (the land being the real property
described in Exhibit "G") and bind any heirs, successors, assigns
or personal representatives of Julian. The obligation of Julian
to reimburse the City for the costs of the alignment of Main
Street shall be memorialized in recordable form which the parties
hereto acknowledge shall be a Mortgage and Security Agreement,
which shall be acceptable to the City and the City Attorney as to
its form and substance, shall be signed by Julian at the same
time this Agreement is signed by Julian, shall be provided to the
City Attorney so that it can be recorded in the public records of
Indian River County, Florida, shall permit the City to enforce
any rights for reimbursement that it has pursuant to this
Agreement by special assessment or other legal procedures whereby
the City creates a lien on all of the real property described in
Exhibit "G" and such lien shall be superior to all other liens or
encumbrances currently existing with respect to the real property
described in Exhibit "G", except for the existing Mortgage Deed
signed by Julian in favor of American Pioneer Savings Bank, or
its successors and assigns.
d. Julian shall provide the City, with a title
insurance commitment issued by a Florida licensed title insurer
agreeing to issue to the City, upon recording of the deed to the
City identified in Exhibit "A", a mortgagee's policy of title
insurance in the amount of One Hundred Thousand and 00/100
Dollars ($100,000.00), insuring the City's lienholder title to
the real property described in Exhibit "G" without any exceptions
thereto, except the Mortgage Deed signed by Julian in favor of
American Pioneer Savings Bank, or its successors and assigns
encumbering said real property in an amount not exceeding
$1,300,000.00. Julian hereby represents, covenants and warrants
unto the City that he is the sole owner in fee simple of the real
property described in Exhibit "G", and shall be and remain the
sole legal owner in fee simple of such real property at the time
the memorialized agreement relative to his obligation to
reimburse the City is recorded in the public records of Indian
River County, Florida. This representation and warranty shall
survive the signing of this Agreement and the closing of any of
the transactions contemplated by this Agreement.
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e. The City shall be solely responsible for the
payment of all costs of the project involving the alignment of
Main Street to the extent they exceed the sum of One Hundred
Thousand and 00/100 Dollars (8100,000.00).
5. Gibson Street.
a. Transfer to City By Julian. Upon the signing of
this Agreement by Julian, Julian shall deliver to the City
Attorney a duly executed general warranty deed conveying legal
title to the parcel identified on Exhibit "H" attached hereto and
by this reference incorporated herein, to the City, along with a
title insurance commitment issued by a Florida licensed title
insurer agreeing to issue to the City, upon recording of the deed
to the City, an owner's policy of title insurance in the amount
of Thirty-five Thousand and 00/100 Dollars ($35,000.00), insuring
the City's title to the real property described in Exhibit "H"
without any exceptions thereto. Therefore, there shall be no
liens or other encumbrances with respect to the real property
described in Exhibit "H" being conveyed by Julian to the City.
The general warranty deed for the real property described in
Exhibit "H" shall then be forwarded by the City Attorney to the
Clerk of the Circuit Court for Indian River County, Florida,
recording department, for recording in the Public Records of
Indian River County, Florida. Between the time of the delivery
of the general warranty deed by Julian to the City Attorney
through the time of the recording of the general warranty deed,
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Julian shall not suffer any liens or encumbrances to attach to or
affect in any manner the real property identified on Exhibit "H"
attached hereto and by this reference incorporated herein, and
the owner's policy of title insurance delivered to the City
pursuant to this SubparagraDh 5a shall be updated at Julian's
expense through the date of recording to reflect that there are
no liens or other encumbrances with respect to the real property
described in Exhibit "H" being conveyed by Julian to the City
through and including the date of recording of the general
warranty deed.
b. Julian agrees to and shall reimburse the City the
sum of Thirty-five Thousand and 00/100 Dollars ($35,000.00)
towards the cost of construction of the construction of Gibson
Street north from Main Street to the north boundary of the real
property currently owned by the City that is located east of the
location where Gibson Street shall be constructed, including the
cost of the project, costs for relocating any water or sewer
mains or lines and constructing any drainage systems, the costs
of relocating any other public utilities, and the cost of
designing and constructing deceleration and turning lanes on Main
Street to be used in conjunction with the intersection of Main
Street and Gibson Street, such cost to include all preliminary
costs, surveying fees, engineering fees, labor expense,
construction materials, equipment rentals, equipment maintenance
and repairs, legal fees, and recording costs, at the time any one
(1) of the following events occur:
i. Julian or any transferee commences any
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infrastructure improvements on the real property owned by the
Julian constituting the Saint Sebastian P.U.D., as identified in
Exhibit "G"; or
ii. any transferee of the Julian obtains
preliminary plat approval for the Saint Sebastian P.U.D. or any
subdivision plat; or
iii. the sale, exchange, transfer or assignment
of any part of the real estate identified in Exhibit "G" after
the Julian obtains preliminary plat approval for the Saint
Sebastian P.U.D. or any subdivision plat; or
iv. the Julian obtains final plat approval for
the Saint Sebastian P.U.D. or any subdivision plat.
c. The obligation of the Julian to reimburse the
City for the costs associated with the construction of the
portion of Gibson Street described in this Paragraph 5 shall "run
with the land" (the land being the real property described in
Exhibit "G") and bind any heirs, successors, assigns or personal
representatives of Julian. The obligation of Julian to reimburse
the City for the costs of the construction of the portion of
Gibson Street described in this Paragraph 5 shall be memorialized
in recordable form which the parties hereto acknowledge shall be
a Mortgage and Security Agreement, which shall be acceptable to
the City and the City Attorney as to its form and substance,
shall be signed by Julian at the same time this Agreement is
signed by Julian, shall be provided to the City Attorney so that
13
it can be recorded in the public records of Indian River County,
Florida, shall permit the City to enforce any rights for
reimbursement that it has pursuant to this Agreement by special
assessment or other legal procedures whereby the City creates a
lien on all of the real property described in Exhibit "G" and
such lien shall be superior to all other liens or encumbrances
currently existing with respect to the real property described in
Exhibit "G", except for the existing Mortgage Deed signed by
Julian in favor of American Pioneer Savings Bank, or its
successors and assigns encumbering said real property in an
amount not exceeding $1,300,000.00.
d. Julian shall provide the City, with a title
insurance commitment issued by a Florida licensed title insurer
agreeing to issue to the City, upon recording of the deed to the
City identified in Exhibit "A", a mortgagee's policy of title
insurance in the amount of Thirty-five Thousand and 00/100
Dollars ($35,000.00), insuring the City's lienholder title to the
real property described in Exhibit "G" without any exceptions
thereto, except the Mortgage Deed signed by Julian in favor of
American Pioneer Savings Bank, or its successors and assigns
encumbering said real property in an amount not exceeding
$1,300,000.00. Julian hereby represents, covenants and warrants
unto the City that he is the sole owner in fee simple of the real
property described in Exhibit "G", and shall be and remain the
sole legal owner in fee simple of such real property at the time
the memorialized agreement relative to his obligation to
reimburse the City is recorded in the public records of Indian
14
River County, Florida. This representation and warranty shall
survive the signing of this Agreement and the closing of any of
the transactions contemplated by this Agreement.
e. The City shall be solely responsible for the
payment of all costs of the pro3ect involving Gibson Street to
the extent they exceed the sum of Thirty-five Thousand and 00/100
Dollars ($35,000.00).
6. Extension of P.U.D. The City, through the City
Council, has previously resolved to extend the conceptual plan
previously approved for Saint Sebastian P.U.D. until December 31,
1990.
7. Savings Clause. The invalidity or unenforceabilit¥
of any particular provision of this Agreement shall not affect
the other provisions hereof, and the Agreement shall be construed
in all respects as if such invalid or unenforceable provisions
were omitted.
8. Interpretation of Agreement. This Agreement shall be
construed, governed and enforced in accordance with and by the
laws of the State of Florida, and venue for any action to enforce
or to interpret this Agreement shall be Indian River County,
Florida.
9. Binding Effect. Ail of the terms, covenants,
warranties and representations contained herein shall be binding
upon the parties, their heirs, successors and assigns.
10. Attorney's Fees and Costs. If any action is
15
commenced by any of the parties to enforce any term, covenant, or
condition of this Agreement or to obtain declaratory relief at
law or in equity, the prevailing party shall be entitled to all
costs and expenses of said action (including a reasonable
attorney's fees) at trial and all appellate levels, from any of
the other parties (or its/his/their successors or assigns) who
oDposed the prevailing party.
11. Notice. Ail notices or communications required or
permitted hereunder shall be in writing and shall be deemed to be
delivered when personally served upon the person to receive it
or three (3) days after deposited in the United States Mail,
postage Drepaid, registered or certified mail, return receipt
requested, addressed to the parties at the following addresses or
at such other address as may have been heretofore specified by
written notice delivered in accordance thereof:
TO THE CITY:
CITY OF SEBASTIAN
Attn: City Manager
P.O. Box 780127
Sebastian, Florida 32978
WITH A COPY TO:
CHARLES IAN NASH, ESQUIRE
City Attorney
930 S. Harbor City Boulevard
Suite 505
Melbourne, Florida 32901
TO JULIAN:
CARL R. JULIAN, TRUSTEE
7491Conroy-Windermere Rd.,
Suite B
Orlando, Florida 32811
TO SKILLMAN:
ROGER M. AND WAUNETA B. SKILLMAN
P.O. Box 2287
Delray Beach, Florida 33447-2287
12. Entire and Sole A~reement. Except as specifically
16
stated herein, this Agreement and the Exhibits referenced herein
constitute the entire agreement between the parties and
supersedes all agreements, representations, warranties,
statements, promises and understandings not specifically set
forth in this Agreement or in the documents delivered in
connection herewith. Neither party has in any way relief, nor
shall in any way rely, upon any oral or written agreements,
representations, warranties, statements, promises or
understandings not specifically set forth in this Agreement or in
such documents.
13. Finder's Fees or Broker's Commissions. No party
shall be obligated to pay any finder's fee or broker's commission
in connection with the transactions contemplated by this
Agreement. In the event any claims is asserted by any purported
finder or broker for a finder's fee or broker's commission, the
party alleged to be responsible for arranging such finder's fee
or broker's commission shall indemnify and hold harmless the
other party from any liability therefore.
14. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be an original, but all of which together shall constitute one
and the same instrument.
15. Amendments. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or termination
17
is sought.
16. Headings. The headings in this AGreement are for
purposes of reference only and shall not limit or otherwise
affect the meaninG hereof.
17. Vacation of Road. NotwithstandinG anything contained
in this AGreement to the contrary, the parties hereto agree and
acknowledge that this AGreement does not bind the City Council to
vacate any portion of Main Street, but only requires the City to
comply with the terms of this AGreement if vacation is approved
after public hearing and advertisement in accordance with all
applicable Governmental rules and regulations. Furthermore,
notwithstandinG any provision contained in this Agreement to the
contrary, the vacation of any portion of the road riGht-of-way of
any portion of the existinG Main Street (if approved by City
Council after public hearinG and advertisement in accordance with
all applicable Governmental rules and regulations) shall operate
to terminate any public utility easements currently existinG in
the Main Street road right-of-way unless the public utilities
which currently have an interest in such public utility easement
consent to vacatinG any such public utility easement. Provided,
however, that in the event that the City Council does not approve
the necessary road riGht-of-way vacations necessary to consummate
the transactions contemplated in this AGreement, then Julian
shall be released from any legal duty or obligation to make any
payments to the City pursuant to ParaGraph 5 of this AGreement.
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18. Preservation o__f Existing Claims. It is the intent of
the parties hereto that nothing in this Agreement shall be
construed to prevent the City from asserting any additional
claims against Julian for contribution for expenses necessitated
by Julian's project or other improvements to the real property
owned by Julian described in Exhibit "G" which are not otherwise
provided for in this Agreement. For example, the City may assert
in accordance with its normal procedures and regulations that
Julian may be required to contribute to signalization or other
intersection improvements due to the development of Julian's real
property.
19. Modification of Existing Agreement between the City
and Julian. The signing of this Agreement by all of the parties
hereto shall operate to terminate that certain Agreement for
Exchange of Real Property dated the llth of January, 1989,
entered into by and between the City of Sebastian and Carl R.
Julian, individually and as Trustee.
Executed by the parties hereto on the day and year set
forth below.
Dated this ~' day of 7~~
, 1990.
THE CITY:
Kathr~n A. 0~Halloran,
CMC/AAE
City Clerk
CITY OF SEBASTIAN, a Florida
municipal corporation
W. E. Conyer~ayor
19
(SEAL)
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER)
I HEREBY CERTIFY that on this day, before me, an officer
duly authorized in the State and County aforesaid to take
acknowledgments, personally appeared W. E. CONYERS and KATHRYN M.
O'HALLORAN, personally known to me to be the Mayor and City
Clerk, respectively of the City of Sebastian, Florida, a Florida
municipal corporation, and that they severally acknowledged
before me that they executed the foregoing Agreement for the
purposes therein expressed, under authority duly vested in them
by said municipal body, and that seal affixed thereto is the true
corporate seal of the City of Sebastian, Florida.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my of~ial seal aZ Sebastian, Indian River County,
F~0rida~: this ~=. day of ~//0~4 , l~kgO. ,
~ ~ NOTARY PUbLiC, /
'-: ~=-' State of Florida~t Large
-i' .-- My Commission Expires:
Dated this 1st day of May, 1990.
WITNESSES:
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER)
JUL IAN:
CARL JUL~, Individually
as Trust~f
and
I HEREBY CERTIFY that on this day, before an officer duly
authorized in the State and County aforesaid to take
acknowledgments, personally appeared CARL JULIAN personally
known to me and he acknowledged before me that he executed the
foregoing Agreement for the purposes therein expressed,
individually and as Trustee.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal at Sebastian, Florida, this 1st day of
May, 1990.
.z~_ ' ~TARY PUBLIC,
.= .... State of Florida at Large
=' " ..... My Commission Expires:
G~ndod ~hru T~oy Fa~n =
2O
Dated this 1st day of May, 1990.
SKILLMAN:
individual ly
WAUNETA B. SKILLMAN, individually
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER)
I HEREBY CERTIFY that on this day, before an officer duly
authorized in the State and County aforesaid to take
acknowledgments, personally appeared ROGER M. SKILLMAN and
WAUNETA B. SKILLMAN, both personally known to me and they
acknowledged before me that they executed the foregoing Agreement
for the purposes therein expressed, as individuals.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal at Sebastian, Florida, this 1st day of
May, 1990.
State of Florida at Large
My Commission Expires:
.... ~.,' > ~":": :~.. :~:'i..':~ : ~ ~
~':¥ (".'.':;':~-':.7::.!':,:: ::.:i::i~c.~, ;::~.':q.. 'i"i, ~::~":/I
21