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HomeMy WebLinkAbout2007-317 AGREEMENT TO PURCHASE AND SE11 lot LL THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 16th day of August , 2007, by and between Indian River County , a political subdivision of the State of Florida ("County") , and Eleanor K. Scopinich, as Trustee of the Eleanor K. Scopinich Trust Agreement dated April 21, 1992 ("Sellers") , 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 1955 98th Avenue, Vero Beach, FL 32966 (see attached Exhibit "A " County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 19761. 0 square feet , and all improvements thereon , togetherwith 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 parcel shall be Sixty-Seven- Thousand-NineHundred-Fifty 00/00 Dollars ($67, 950. 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 (" 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 . F %Fn.amecringUtoben Webb\Scupfnfch Purchase Contract. doc - I - 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 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 ) �i} �iClpkfft�6[1dF1� fb3&xt �i#� �� fG or (iii) waive the Seller' s default and proceed to Closing : Initial �� `.7 out SeT e 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 . Thi s shall 1 he effective only after seller has been given thirty days written notice . Initial : /JGct/ (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County anCo�y affidavit , in a form acceptable to the County, certifying that the Seller and any interest holdersl are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . 5el1 er (e) The Seller and the County shall each deliver to the other such other documents or F\EngineenngARobert WebbAScopfnfch Purchase Contract. doc - 2 - instruments as may reasonably be required to Close this transaction . 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 prior to closing . 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 . F \E.nginecring\Robert WebbAScopinich Purchase Contract doe - 3 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: Eleanor K . Scopinich 2105 Seminole Shores Lane Vero Beach , FI 32962 If to County: Indian River County 184025 th Street, Vero Beach , FL 32960 Attn : Land Acquisition Bob Webb 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 . The sol e exceoti on to the fo oin is that V grgailing party in a court proceeding shall be entitled to W9W9eiv a me ' s es n c s s . Initial : ' boun erp rts . This f greement 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 Rivei "Sbl l er 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 FT .n.uineerfn@\Robert WeWScopinich Purchase Contract.due - 4 - 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. IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . Eleanor K. Scopinich Trust Agreement INDIAN RIVER COUNTY, FLORIDA , .. .9ted /April 21 , 1992 BOARD OF COUNTY COMMISSIONE9S By: GC Lu(M c!\' Eleanor K . Scopinich , Trustee S t 2t- Gayt . Wheeler , thairmah 71 Date Signed : � � ? ( " � Date Signed : Attest : J . K. Barton , Clerk By (resin Deputy Clerk Date Signed : 9 - 26 D ' APPROVED AS TO FORM AN ALMFINC BY WILLIAM K. DEBRAAL DEPUTY COUNTY ATTORNEY V . . . . r 11 11 . _ j. -- E_\EngfnccringUtoben Webb\Scopinich Purchase Contract.due - 5 - 589'57' 12" E 185 .76 1-1361 ULTIMATE WN ? 3 +NfM ! +� �f pf W is ^',1 I NO m D t� W4 F m U m Z ^' v PROFESSIONAL LAND SURVEYORS If MAPPERS 589'57' !2"E 299 .20' W O I I Cord& olAurAonanau: LB 6905 H OlHndian Riiw Bhd - Suit 101 Vem Beacq Florida J.960 Z W Plwue:(Tn) 794 - 1111 faesimi/n:(172) 791 - /096 7 N e"mail:!66905@bel/mutl.net ® ® . r ! ~ - TRACT q ' yam" ! + ` 'i '' ,� Q I Q Legend & Abbreviations: NeCh ,'�' -_ x " PLS - PROFESSIONAL LANG SURVEYOR PSM PROFESSIONAL SURVEYOR Al MAPPER PARCEL ' B' '� oo, 13 I LB LAND SURVEYING BUSINESS � � PROPOSED o POC - POINT OF COMMENCEMENT GRAPf-{ IC SCALE ' ADDITIONAL ,,. i9 - ° PDB - POINT OF BEGINNBN t t RIGHT OF { ` N J R/W - RIGHT OF WAY LL SEC. - SEC77CN fi a ai w Tw- - TOWNswiP rQ R - RADIUS N r*( g N J L - LENGTH o " m A - DELTA ANGLE C IN FEET ) �" K' - K - o I Q w R.P. - RADIUS POINT s I inch = 40 ft. : l � 8 o w o Plat of Survey for x o SCOPINICH WAREHOUVt B a o o SUBJECT PROPERTY z 2 .53 ACRES± 4 y ? jr �15 .79 y o TYPE: ` r U- I N SKETCH OF LEGAL D€9 'RaJ�iiW l w 6 NOT A BOUNDARY SI P s ` 30 . 00' 30 . 00' U Z -, PRO% NO. 07-000 ti DWN. BY.• S.A.N. L ? ^.aFay3r4 �I r. o CKD. BY.• P.R.B. EL DA 7E: 7/16/07 e O zN z SCALE.' 1 " 40 ' F o W Q �{.��� �_a 30.00' z U < THE SIGNA LURE AND THE ORIGINALI ISEO SE® BF / NW57112"N 485 .00' +� O N 7HE FLORIDA REGISTERED SURVEYOR AND MAPPER- SOUTH LLNE OF TRACT q —/ NAMED HEREON WHICH SIGNATURE AND SEAL MAY POINT OF BEGINNING BE FOUND AT THE END OF THE ATTACHED REPORT TRACT 16THEPLArAND (PARENT PARCEL) 000 COMPLE7E W1TH0� AAND ONE ANOWER. PACE 1 OF 2 Report of Survey. (Project_Scopinich B ) * TYPE OF SURVEY., SKETCH OF LEGAL DESCRIP77ON NOT A BOUNDARY SURVEY * THIS SURVEY PERFORMED BY. HOUSTON, SCHULKE, BITRE & STODDARD, INC. LB 6905 1717 INDIAN RIVER BLVD. SUITE 101 VERO BEACH, FLORIDA .72960- 0864 * PROFESSIONAL SURVEYOR & MAPPER IN RESPONSIBLE CHARGE. STUART A. HOUSTON, P.L. S. 14490 * THIS SURVEY MEETS OR EXCEEDS ALL APPLICABLE REQUIREMENTS OF THE MINIMUM TECHNICAL STANDARDS AS ESTABLISHED 1N CHAPTER 61617-6 OF THE FLORIDA ADMINISTRATIVE CODE. * THE BEARING BASE FOR THIS SURVEY IS SOOFOO'00"W, ASSUMED ALONG THE EAST LINE OF TRACT 9, SEC7701V 4, TOWNSHIP 33 SOUTH, RANGE 38 EAST. * NO 777LE OPINION OR GUARANTEE IS EXPRESSED OR IMPLIED. LEGAL DESCRIPTION — PARCEL Y A PARCEL OF LAND TO BE USED AS ADDI77ONAL RIGHT OF WAY, BEING MORE PARACULARLY DESCRIBED AS FOLLOWS: THE WEST 76. 00 FEET OF THE EAST 91. 79 FEET OF THE FOLLOWING DESCRIBED PARCEL: COMMENCING A THE SOUTHEAST CORNER OF TRACT 9, SEC77ON 4, TOWNSHIP 33 SOUTH, RANGE 38 EAST AS SHOWN ON 7HE LAST GENERAL PLAT OF 7HE INDIAN RIVER FARMS COMPANY SUBDIVISION, RECORDED IN PLAT BOOK 2, PAGE 25, PUBLIC RECORDS OF ST LUCIE COUNTY, FLORIDA, THENCE RUN NORTH 8957'12" WEST, ALONG THE SOUTH LINE OF SAID TRACT 9, A DISTANCE OF 30 FEET TO A POINT ON THE WEST RIGHT- OF- WAY OF 98TH AVENUE AND POINT OF BEGINNING,' THENCE CON77NUE NORTH 8957'12" WEST ALONG THE SAID SOUTH LINE OF TRACT 9, A DISTANCE OF 485. 00 FEET- THENCE RUN DUE NORTH, PARALLEL TO THE EAST LINE OF SAID TRACT 9, A DISTANCE OF 206. 97 FEET THENCE RUN SOUTH 8957012 " EAST PARALLEL TO 7HE SOUTH LINE OF SAID TRACT 9, A DISTANCE OF 299. 20 FEET THENCE RUN NORTH 0002 "48" EAST A DISTANCE OF 53. 03 FEET THENCE RUN SOUTH 8957'12" EAST, PARALLEL TO THE SOUTH LINE OF SAID TRACT 9, A DISTANCE OF 185. 76 FEET TO A POINT ON THE KEST RIGHT OF WAY OF 98th. AVENUE, SAID RIGHT OF WAY BEING PARALLEL TO AND 30 FEET WEST OF THE EAST LINE OF SAID TRACT 9, A DISTANCE OF 260 FEET TO THE POINT OF BEGINNING. SAID LAND NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA. SAID ADD177ONAL RIGHT OF WAY PARCEL CONTAINS 19761 SQUARE FEET (0. 45 ACRES--b) AND IS SUBJECT TO RESERVA77ONS, RES7RIC77ONS, AND EASEMENTS OF RECORD. THIS SURWY IS NOT VALID WTHOUT THE 6�' T 6[ VMa SIONA TURE AND THE ORIGINAL RAISED SEAL OF PROFESSIONAL LAND SURVEYORS & MAPPERS THE FLORIDA LICENSED SURVEYOR AND MAPPER NAMED BELOW. CeB111d. - Smuc 1 ilation : LR 6905 1711Indian River Bbd - Suite 101, Vero Beach, Florida 32960 p� phone : (772) 794 - 1213 facsimile : (771) 794 - 1096 e-read: Ifi69 SLObcdsouh.net STUART A. HOUSTON, P.LS. (4490 PAGE 2 OF 2 R/ACI )t dication — " ' Avenue Parc( l11 ) #(1¢33-3H-00001 -0090-1111002. 1 STATUTORY WARRANTY DEED THIS INDENTURE, made this .3O day of 2007, between ELEANOR K. SCOPINICH, AS TRUSTEE OF THE DA O K. SCOPINICH TRUST AGREEMENT DATED APRIL 21, 1992, 2105 Seminole Shores Lane, Vero Beach, FL 32963, GRANTOR, and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, 1840 25th Street, Vero Beach, FL 32960, GRANTEE, WITNESSETH That GRANTOR, for and in consideration of the sum of TEN DOLLARS and other good and valuable consideration to GRANTOR in hand paid by GRANTEE, the receipt of which is hereby acknowledged, has granted, bargained, and sold to the GRANTEE, and GRANTEE'S heirs and assigns forever, the following described land, situate, lying, and being in Indian River County, Florida: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF GRANTOR does hereby fully warrant the title to the land, and will defend the same against the lawful claims of all persons whomsoever. Signed in the presence of ELEANOR K. SCOPP_VICH TRUST AGRE�N NT DATED APRIL 21 , 1992 sign: Witness printed name: J—)/}JLD /4 e /AA-15 C Q , Ctry �� � �� � � k Eleanor K. Scopinich, Trustee sign: .(-�zC-�;,y��i°- ���d I/t�tz 0� Witness printed name: t (/ E� y�7 yf e 'W fkVj STATE OF FLORIDA COUNTY OF LNDIAN RIVER The foregoing instrument was acknowledged before me this 30 day ofe — 2007, by ELEANOR K. SCOPINICH, AS TRUSTEE OF THE ELEANOR Ih! SCOPINICH TRUST AGREEMENT DATED APRIL 21, 1992 . She is personally known to me or produced as identification. /(� Notary Public: sign 04 �lkkt stamped :ml with panted name, NOTARY PUBIX- STATE OF FLORIDA commission # & cxpira[on date � David A. Cairns Commission # DD395057 Px�irps MAR. 24, 2009 h , . . . ., ..,'. fi .. ,.._ . . ng Co„ Inc.