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HomeMy WebLinkAbout2006-217 AGREEMENT TO PURCHASE AND SELL REAL ESTATE T 7 THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 13thday of dune 2006 , by and between Indian River County, a political subdivision of the State of Florida ("County"), and Ball Groves , LLC , a Florida limited liability company, as to an undivided 78% interest, and Peggy Schwey, as to an undivided 22% 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 3906 Oslo Road , County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 2 ,625 square feet, and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto (collectively, the "Property")/ FIFTY THOUSAND AND N01100 DOLLARS R S86 5 / 25 / 06 6B6 W44 2 . Purchase Price, Effective Date . / The purchase price (the/"Purchase Price") for the Property shall be 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. 1. 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 Countys 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 this Agreement 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. ( IV ) Seller counters Buyer ' s offer ; to accept offer , Buyer must sign and initial the counter offered terms -and deliver a copy of the acceptance to Seller by 5 : 00 P . 1A . on MAY 19 , 2006 , J 4 . Representations of the Seller. 4 . 1 Seller is indefeasibly seized of marketable, fee simple title to the Property, and is the sole 520t2004F:\Pub1ic Works\Capital Projects\Oslo Road\OsIoRdAgmcmems\BaVGrove &PSchwey4-25-06.doc 0 R I G I N A L t?ace 1 of 8 F 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 priorwritten 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 priorto 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 f; or (iii ) waive the Seller' s default and proceed to Closing : r, MAI 58.6 . 6 . Closing . 1�ffLU) 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. It is understood and agreed that the building located on the parehtPproperty does not encumber the 21 ft . herein described . T S &OOJ44A/ ,06L.f (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 . 520/2004F:\Public Works\Capital Projects\Oslo Road\OsIORdAgreements\B 2Groves&PSchwey4-25-06.doc 2 of 8 pgs • �( SS, „ W4tAl (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 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 . 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 forthe 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. 7 . 3 The Seller and County shall each pay their own attorneys' fees . 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 . R , 2 Cnndemnatinn . 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 5/20/2004F:\Public Warks\Capital Projects\Oslo Road\OsloRdAgreements\BlGroves&PSchwey4-25-06.doc 3 of 8 pgs . CS WMAI . 6460 A - 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: Ball Groves , LLC & Peggy Schwey C/0 Peggy Schwey P . O . Box 428 , Vero Beach , FL 32961 -0428 If to County: Indian River County 1840 25th Street, Vero Beach , FL 32960 Attn : William M . Napier Facsimile # (772 ) 778-9391 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 maybe 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 5/20/2004HPublic Works\Capital Projects\Oslo Road\OsioRdAgreements\BlGroves&PSchwey4-25-06.doc 4 of 8 pgs . jAIA*�A/ � SS19.49. 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. I N WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . SELLER : COUNTY: BALL GROOVE 'S , "LLC & PEEGGY SCHWEY INDIAN RIVER COUNTY , FLORIDA By f X(/LGJ�- .E� By f6l G � tc L�— PRINTED NAME: Garyg . Wheeler AS MANAGING MEMBER OF BALL GROVES, LLC Vice Chalhman Date Signed : YIWAJ4 9VO6 Date Signed : June 13 , 2006 By S By 1� � 10 ,000 .t PEGGY SCH EY WILLIAM M. NAPIER, SRPA, R. -ACQUISITION AGENT Date Signed : MAY bG 2006 Date Signed : — �u ;t , 2006 ktb Attest : J . K . Barton;'~C1eY ' olt ' Ctrcutx'FCourt t} ot tt PPROVED • r ` 'J _ C u tyAd Inistrator APPROVED AS TO FORM ANIPJ.EGALSUFFICIENCY fa-IF�Ee 41 ASSISTANT COUNTY ATTORNEY page 5 of 8 MARIAN Cor FEL/- -9 c✓A�^l 5A/b /' J10 5/20/2004F \Public Works\Capital Projects\Oslo Road\OsioRdAgreements\Ba5Groves&PSchwev4-25-06.doc 286 . 23 Real property conveyed to public agency; disclosure of beneficial interests; notice; exemptions . -- ( i ) Any person or entity holding real property in the form of a Partnership , limited partnership , corporation , trust, or any form of representative capacity whatsoever for others, except as otherwise provided In this section , shall , before entering into any contract whereby such real Property held in representative capacity is sold , leased , taken by eminent domain , or otherwise conveyed to the state or any local governmental unit, or an agency of either, make a public disclosure in writing , under oath and subject to the penalties prescribed for perjury, which shall state his or her name and address and the name and address of every person having a beneficial interest in the real property, however small or minimal . This written disclosure shall be made to the chief officer, or to his or her officially designated representative , of the state, local governmental unit, or agency of either, with which the transaction is made aL least 10 uays prior to the time of closing or, in the case of an eminent domain taking , within 48 hours after the time when the required sum is deposited in the registry of the court. Notice of the deposit shall be made to the person or entity by registered or certified mail before the 48- hour period begins . (2) The state or local governmental unit, or an agency of either, shall send written notice by registered mail to the person required to make disclosures under this section , prior to the time when such disclosures are required to be made, which written request shall also inform the person required to make such disclosure that such disclosure must be made under oath , subject to the penalties prescribed for perjury . ( 3 ) (a5 The beneficial interest in any entity registered with the Federal Securities Exchange Commission or registered pursuant to chapter 517 , whose interest is for sale to the general public, is hereby exempt from the provisions of this section . When disclosure of persons having beneficial interests in nonpublic entities is required , the entity or person shall not be required by the provisions of this section to disclose persons or entities 'holding less than 5 percent of the Ibeneficial interest in the disclosing entity . ( b) In the case of an eminent domain taking , any entity or person other than a public officer or public employee, holding real property in the form of a trust which was created more than 3 years prier to the deposit of the required cum in the registry of the court, is hereby exempt from the provisions of this section . However, in order to qualify for the exemption set forth in this section , the trustee of such trust shall be required to certify within 48 hours after such deposit, under penalty of perjury , that no public officer or public employee has any beneficial interest whatsoever in such trust. Disclosure of any changes in the trust instrument or of persons having beneficial interest in the trust shall be made if such changes occurred during the 3 year prior to the deposit of said sum in the registry of the court. ( 4) This section shall be liberally construed to accomplish the purpose of requiring the identification of the actual parties benefiting from any transaction with a governmental unit or agency involving the procurement cf the ownership or use of property by such governmental unit or agency . History . --ss . 11 1, 3 , 4 , 5 , ch . 74 - 174 ; s . 1 , ch . 77 - 174 ; s . 72 , ch . 86- 186 ; s . 71 ch . 91 -56 ; s. 212 , ch . 95 - 148 . 6 of 8 pgs . is (✓M,Al DISCLOSURE AFFIDAVIT STATE OF FLORIDA INDIAN RIVER COUNTY BEFORE ME , the undersigned authority, personally appeared STEPHANIE B . BRUNQ Affiant, who , being by me first sworn , on oath , deposes and says : 1 . Affiant is Managing Member of Ball Groves, LLC, a Florida limited liability company. 2 . Ball Groves, LLC is the fee simple owner of the property located in Indian River County, Florida , and legally described on Exhibit "A" attached hereto and by this reference made a part hereof ("Property"). 3 . Affiant, as Managing Member of such , intends to sell the Property to Indian River County, a political subdivision of the State of Florida . 4 . The names and addresses of the members/persons holding a beneficial interest in the Property, and respective shares held by same as of today are as follows : STEPHANIE B . BRUNO , 50 % TERRELL W . BALL , 50 % 5. The above disclosure is made to the Indian River County Board of County Commissioners , or its designated representative, as required under Section 286 .23 , Florida Statutes . 6 . Affiant has made the disclosure contained herein under oath subject to and with full knowledge of the penalties prescribed for perjury under the laws of the State of Florida . FURTHER AFFIANT SAYETH NAUGHT. Date MAY 5 , 2006 Sign : ` Y0LW By: (Print Nam ) STEPHANIE B . BRUNO As : Managing Member of Ball Groves , LLC I HEREBY CERTIFY that the foregoing instrument was subscribed and sworn and to before me this 5th day of MAY , 2006 , by STEPHANIE B . BRUNO , Managing Member of Ball Groves , LLC , a Florida limited liability company, and he/she is person Ily known to me or produced the following identification : .rts, U w. — Notary Public : sign Printed Name & commission E=xpiration : ,e.r =KELLEYMARIE PARRISKaft m• PeftDD52MO page 7 of 8 ?01 2i, 20t0C / /M . /eMoe. s; fit/ N F:\Public Works\Capital Projects\Discloswes\BallGrovesLLC4-26-06,doc LEGAL DESCRIPTION UNPLAITED 125 ' ± GRAPHIC SOLE THE NORTH 21 FEET OF THE �w SOUTH 86 FEET OF THE SOUTH 4D D 2D 40 80 FEET LE THE EAST 125 FEET, g MORE � 9 � 6 MORE OR LESS , OF TRACT 13 , a SF_.CHON 22 , TOWNSHIP 33 SOUTH , z e RANGE 39 EAST, ACCORDING TO IN FEET ) THE LAST GENERAL PLAT OF THE -H 41 o LANDS OF THE INDIAN RIVER FARMS bi COMPANY, RECORDED IN PLAT 1� N v BOOK 2 , PAGE 25 OF THE PUBLIC LEGEND & ABBREVIATIONS RECORDS OF ST. LUCIE COUNTY, z PG . = PAGE FLORIDA. PARCEL I . D . NO . P . O . = PART OF NOW LYING IN INDIAN RIVER 33 - 39 - 22 - 00001 - 0130 - 00004 . 0 o R /W = RIGHT- OF- WAY COUNTY, FLORIDA. CONTAINING 2 , 625 SQUARE FEET, w O . R . B . = OFFICIAL RECORD BOOK MORE OR LESS , OR 0 . 06 ACRES . J I . R . C . R . = INDIAN RIVER COUNTY RECORDS N NOTES LQ R/W LINE 1 . THIS SKETCH AND DESCRIPTION IS NOT VALID EXISLING R/W LINE i WITHOUT THE SIGNATURE: AND ORIGINAL RAISED M SEAL OF THE FLORIDA REGISTERED SURVEYOR o L r— AND MAPPER NAMED HEREON . Q a_ 2. THIS SKETCH AND DESCRIPTION MEETS OR co ;n u ;n EXCEEDS ALL APPLICABLE REQUIREMENTS OF �j Q ° O i o THE MINIMUM TECHNICAL STANDARDS AS OSLO ROAD (R/W I/aries) i Ln ESTABLISHED IN CHAP ER 61617 - 6 , FLORIDA m ADMINISTRATIVE CODE . 3 . THIS SKETCH AND DESCRIPTION AND ADJOINING 0 1208 ± O 125 ' ± D_ i PARCELS MAY BE SUBJECT TO EASEMENTS , SOUTH LINE SECTION 22 & SOUTH LINE OF TRACT 13 RESTRICTIONS , RESERVATIONS , OR RIGHT- OF- WAYS NOT SHOWN AND MAY BE FOUND IN THE PUBLIC RECORDS . 4. THIS SKETCH AND DESCRIPTION DOES NOT CERTIFICATION REPRESENI A FIELD SURVEY. EXISTING PROPERTY SURVEYOR AND MAPPERIN RESPONSIBLE .CHARGE CONDITIONS OR FEATURES ARE NOT SHOWN . ° {� "I A U/5W. .31231D(a MICHAEL O ' BRIENP . S . W. DATE THIS IS NOT A BOUNDARY SURVEY o FLORIDA REGISTRATION NO 6118SKETCH TO ACCOMPANY LEGAL DESCRIPTION a INDIAN RIVER COUNTY SURVLrOR c;aND MAPPER PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT a NDIAN RIVER COUNTY ADMINISTRATION HOLDING � �ND/AN RIVER COUNTY DROWN BY: SECTION ?Z SHEU 1840 25th SrREE ��-��5 Deporfinenf of Pub/ic Works B. ROACN SKETCH AND DESCRIPTION OF 1 VERO BEACH, FL 32960 � "U`8' ; APPROVED BY: TOWNSHIP 33S ( z) se -eDDo , Engineering D/v/s/on M. O9R/EN RANGE 3gf- OSLO ROAD – P. O. TRACT 13 OF