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HomeMy WebLinkAbout2004-075 a 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 16th day of March, 2004 by and between Indian River County, a political subdivision of the State of Florida ("County") , and Fred H . Peterson and Edward P . Peterson ("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 3375 66th Avenue , Vero Beach, County of Indian River, State of Florida and more specifically described in Exhibit "A, " containing approximately 31 , 185 square feet or 0 . 72 acres , Zoned A- 1 , Agricultural , 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- five Thousand Nine Hundred Two and 40/ 100 Dollars ($ 35 , 902 . 40) . 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 receipt of the Ownership and Encumbrance Report, 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. 4 . 3 There are no existing or pending special assessments affecting the Property, which are or may FAEngineering\RonC\Word Docs\Peterson, Fred - Agreement. dgc Parcel ID No . 31 -32-39-00001 -0080-00002 . 0 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 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) The Seller shall deliver to the County an affidavit, in form acceptable to the County, certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such 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 Closing (a) Seller Costs : Seller will pay no closing costs . (b) Buyer Costs : County will pay all closing costs which include taxes on the deed, recording fees and will prepare all closing documents . 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 current real estate taxes and assessments , prorated to the Closing Date . 8 , Miscellaneous . F :\Engineering\RonC\Word Docs\Peterson , Fred - Agreement. ddc Parcel ID No . 31 -32-39 -00001 -0080-00002 . 0 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 . 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: Seller: Fred H. Peterson Address : 3375 66`h Avenue City, State, Zip : Vero Beach , Florida 32966-7819 If to County: Indian River County 1840 25h Street, Vero Beach , FL 32960 Attn : _Ron Callahan/Engineering Division 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 . FAEngineering\RonC\Word Docs\Peterson, Fred - Agreement. 63: Parcel ID No. 31 -32-39-00001 -0080-00002 . 0 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. 9 , Additional Terms and Conditions : §t'Ai � _. 30 , 9 . 1 County agrees to provide a connection (W foot culvert) between 33rd Street and the existing service road leading to the packinghouse . Property owner will determine the location of the culvert. 9 . 2 See attached correspondence identified as Exhibits ` B " and "C" . Exhibit ` B " is a counteroffer from the owner and Exhibit "C" is a proposal from the owner to restore the grove property affected by the acquisition . The purchase price of the land is $21 ,600 . 00 per Exhibit `B " . IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above . SELLER : INDIAN RIVER COUNTY , FLORIDA BOARD OF COUNTY COMMISSIONERS Name : Fred H. Peterson A - "� `� / By : f By: & � P, ---- Caroline D . Ginn , C airman Date Signed: Date Signed : April 6 , 2004 � "�� ' � ATTEST : J . K. Barton , Clerk Name : E ward P . Peterson By: Jey By: Deputy Clerk Date Signed : Y` 6 ' 04 APP ed : d Qh ' ', okin Admini trator By: APPROVED AS 'CO FORM Ronald L. Callahan , R/W Agent AASSISTANT GAL SUFF I CY Date Signed: �e Q i Indian River County Approved Date COUN ' ATTORNEY n� » Administration audget W 1 FA\Engineering\RonC\Word Docs\Peterson, Fred - Agreement. dop Go . Allot stay Parcel ID No . 31 -32-39-00001 -0080-00002 .0 Risk Management Department 3 Division _. _ ✓.. . 0, . LEGAL DESCRIPTION The North 50 feet of the South 80 feet of the 300 0 150 300 600 East 20 acres of Tract 8 , Section 31 , Township 32 South , Range 39 East according to the last general plat of the lands of the Indian River Farms Company GRAPHIC SCALE t IN FEET ) recorded in Plat Book 2 , Page 25 of the Public Records of St . Lucie County , Florida . Less the East N.E. Comer 25 feet thereof . Trot 8 eon Now lying in Indian River County , Florida . 823.7 Containing 31 , 185 square feet , more or less , or 0 . 72 acres . MIN NOTES I M 1 . This sketch and description is not valid without the 0I0 signature and the original raised seal of the Florida ( 8 15 N N registered Surveyor and Mapper named hereon . o 2 . This sketch and description meets or exceeds all o applicable requirements of the Minimum Technical g Standards as established in Chapter 61G17 - 6 , Florida Administrative Code . 3 . This sketch and description and adjoining parcels 00 I may be subject to easements , restrictions , reser— ! vations , or right — of — ways not shown and may be o L found in the Public Records . N on; il, o 4 . This sketch and description does not represent a 1 field survey . Existing property conditions or features i' •� N are not shown . I o LEGEND & ABBREVIATIONS P . B . = Plat Book W PG . = Page R /W = Right — of — Way 25 ' Additional Road R/W O . R . B . = Official Record Book per O. R . B . 1212 , Pg . 2613 I . R . C . R . = Indian . River County Records Existing 60 ' Road/ co Drainage R/W N per P . B . 2 , Pg . CERTIFICATIOSoutF-GneTractB ------------- I WM 0- Surveyor and ` Mapper in responsible charge Bob - 0 L e4 THIS IS NOT A BOUNDARY SURVEY o N Michael O ' Brien P . S . M . Date Florida Registration RI.o : LS 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION Indian River County Surv6440791MAM1179 PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT Q o0 NDIAN .RIVER COUNTY ADMINISTRATION BUILDINIAN RIVER COUNTY D1�N Br. SECTION 3> SKETCH AND D£SCR/PT/ON OF S"�` `�4 , Bao A25th L 329 SPR �. ROACH TOWNSHIP 32S A PORTION OF 33RD STREET � � VERO BEACH, R 32960 i/rlenf of Pub/!c WOrkS (772) 567-8000 DIVISIon M. 09R/EN RANGE 39E /N TRACT 8, SEC. 310 T31S, R39 / o • Perterzson ' s Grzoves & NuYzserzg, Inc _ 3375 66th Avenue • Vero Beach , Florida 32966 Phone 772-562-6900 800-624-6788 January 16, 2004 James W. Davis, Public Works Director Board of County Commissioners 1840 25th Street Vero Beach, FL 32960-3365 RE : PROPOSED RIGHT-OF-WAY ACQUISITION 33rd STREET IMPROVEMENT PROJECT Per our phone conference on January 5th, regarding the above land purchase, following is my counter offer. Acreage estimated to be purchased for right-of--way 0 . 72 acres at $30 ,000 . 00 per acre $21 , 600. 00 Loosing 119 Citrus Trees @ $ 50 . 00 per tree $ 5 ,950 .00 All drainage ditches, pipes and culverts to be replaced to "as existing" or better status . Driveway on 33rd Street to be installed. All legal paper work, title transfer, etc. , to be handled and paid for by County. ( Same as the last land purchase.) * Copy of Contract for Sale & Purchase from 5 / 15/98. showing trees purchased as part of land sale . In your letter dated October 28th you refer to "comparable sales" in the area. I would like to see documentation supporting these sales as I feel a comparable sale would be hard to find for my property. We are not just a grove but an on going business for over 80 years . This business is my only livelyhood and I cannot replace these producing trees and the lost revenue from these trees for $ 50 . per tree . I do however understand that a figure for such compensation would be hard to determine . Sincerely, FRED H. PETERSON the/Im � � 1 Encl . : 2 ' Peteason "s Gt2oves & Nurzseag, Inc . ' 3375 66th Avenue • Vero Beach , Florida 32966 Phone 772-562-6900 800-624-6788 February 12 , 2004 FEB 17 20 - 4 James W. Davis PUBLIC WORKS DEPT. Public Works Director Board Of County Commissioners 1840 25th Street Vero Beach, FL 32960-3365 RE : Right-of--way acquisition, 33rd Street improvement project Dear Mr. Davis : In regard to the above mentioned, the following is a proposal to remove and dispose of trees, remove and replace all drain pipes, culverts and ditches to restore grove property to operating condition. 1 12" X 30 ' aluminum pipe 30 ' @ $ 7 . 47 per foot $ 224. 10 3 18" X 30 ' aluminum pipes 90 ' @ $ 1. 1 . 17 per foot $ 1 ,005 . 30 1. 1 6" X 30 ' PVC schedule 40 330 ' @ $ 3 . 10 per foot $ 1 , 023 . 00 Equipment (Backhoe & Loader) $ 5 , 600. 00 Labor 00 Total $ 8 ,352 . 40 Thank you for your consideration in this matter. If you should have any questions or require any further information from me, please feel free to call me at any time . Sincerely, Fred H. Peterson President FHP/jfm cc : Ronald L. Callahan Engineering Division EXHIBIT LC"