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HomeMy WebLinkAbout2007-159 AGREEMENT TO PURCHASE AND SELL R L HAL l THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the .15 day of May , 2007 , by and between Indian River County , a political subdivision of the State of Florida ("County') , and J . Patrick Schirard , as Trustee of the J . Patrick Schirard Pre-Marital Assets Revocable Living Trust Dated June 15 , 2001 ("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 parcels , (2 ) of real property located at 74th Avenue, Vero Beach County of Indian River. State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 44 , 092 . 30 square feet, 1 . 01 acres zoned A- 1 Agricultural ( 1 -unit to five acres) and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto (collectively , the "Property ') . 2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price") for the right-of- way plus improvements found to be located within the right-of-way boundary , shall be One Hundred-Forty-Five-Thousand Eight- Hundred-Thirty Dollars and 00/00 Dollars ($ 145 , 830 . 00) . The purchase price is based upon $70 , 000 . 00 per acre ( 1 . 01 acre , $70 , 700 . 00) plus the value of the improvements $75 , 130 . 00 , (see attached listing of improvements and values)" 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. ` (see exhibit" B") 3 . Title . Seller shall convey marketable title to the Property by Trustees 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" (as determined under the Uniform Title Standards promulaged by the Florida Bar) . 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 , but without obligation to expend more than 15 % of the land value (exclusive of improvements) , 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. F:\Engineering\Robert WeWso66thaveproject\74th ave 12th to 4th\jpatricksbirardt74thave Purchase Contract.doc - I - 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 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) 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 Trustee's Deed conveying marketable title to the Property, free and clear of all liens and encumbrances , except as otherwise provided herein , and in the condition required by paragraph 3 . (b) The Seller shall have removed all of its personal property and equipment from the Properties , (but specifically excluding the barn , the trees , the irrigation system and the pump system) , and Seller shall deliver possession of the Property to County in the same or better condition , but without obligation to re-grade the East property line) , 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 . F.\Engineering\Robert Wcbb\so66thaveproject\74th ave 121h to 4M patrickshitardt74thave Purchase Contract.doc - 2 - (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County an affidavit, in a form acceptable to the County , certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . (e) The Seller and the County shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction . 6 . 2 Taxation . All taxes and special assessments , which are a lien upon the property on or prior to the Closing Date (except current year's taxes and assessments , 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 Trustee's Deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 7 . 1 . 2 Documentary Stamps required to be affixed to the Trustee's 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 , subject to the limitations herein and 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 . F:%EngineeringURobert WeWso66thaveproject174th ave 12th to 4th jpatrickshirardt74thave Purchase Contract.doc - 3 - 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: J . Patrick Schirard , Trustee 18905 Orange Avenue Fort Pierce , FI . 34945 With copy to: Melville , Sowerby & McCarty, P . L . Attn : David N . Sowerby , Esq . 2940 South 25th Street Fort Pierce , A . 34981 If to County: Indian River County 1840 25th Street , Vero Beach , FL 32960 Attn : Engineering 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 . 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 . FAEngineering\Robert Webb%so66thaveprcject\74th ave 12th to 4thljpatrickshirardt74thave Purchase COnlract.doc - 4 - 8 . 10 Beneficial Interest Disclosure : In the event Seller is a partnership , limited partnership , corporation , trust, or any form of representative capacity whatsoever for others , Seller shall provide a fully completed , executed , and sworn beneficial interest disclosure statement in the form attached to this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section 286 . 23 prior to approval of this Agreement by the County. However, pursuant to Florida Statutes Section 286 . 23 (3) (a) , the beneficial interest in any entity registered with the Federal Securities and Exchange Commission , or registered pursuant to Chapter 517 , Florida Statutes , whose interest is for sale to the general public , is exempt from disclosure ; and where the Seller is a non-public entity, that Seller is not required to disclose persons or entities holding less than five (5%) percent of the beneficial interest in Seller. 8 . 11 Like Kind Exchange Treatment. Buyer acknowledges that the sale of the property by the Seller is in lieu of an eminent domain procedure, and that the Buyer will reasonably cooperate by signing such IRS forms as are typically required to establish the sale as taking place under threat of condemnation . 8 . 12 Ingress and Egress . If Buyer acquires the Property for any purpose other than public road right-of-way, the Buyers shall grant and ingress and egress easement to Seller overthe Property for access to Seller' s remaining real property. IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . SELLER : INDIAN RIVER COUNTY , FLORIDA J . Patrick Schirard , asTrustee of the BOARD OF COUNTY COMMISSIONERS J . Patr hir Pre-Marital Assets ev able rus Dated June 15 , 2001 'F By . Gid J . Patric chirard GaryC . Wheeler, Chairman Date Signed : zz 4 17 Date Signed ; , May 15 , 2007 Approved as to form and Legal Sufficiency Attest' J . K . Barton , Clerk Byr Deputy Clerk Braal (���) ��� illiam K . DecC 1""f Assistant County Attorney By " / Ronald L. Callahan , Real Estate Acquisition Agent Date Signed : ?12 fC '7 FAEngineering\Robert Webb\so66thaveprcject\74th ave 121h to 4th0jpatrickshirardt74thave Purchase Contract.doc - 5 - 50 0 25 50 EXHIBIT -- — 100 LEGAL DESCRIPTION W CD GRAPHIC SCALE ( IN FEET ) , 0 LOA " Parcel of land lying in section 12 , ED 130ULTIMATE R/W LIN Township PROPOS ' E J 30a T 33 South , Range 38 East, lying west of Range ~ Line Canal and 12th Street. More particularly NORTH 4. 83 ACRES OF THE EAST 28. 98 ACRES IRACT 9 ) � t� described as follows : 2 The West 105 feet of the East 130 feet of the North N 00 ' 12 '3 E 5 f < ro 4. 83 acres of the East. 28 . 98 acres of Tract 9 , v z° Section 12 , Township 33 South , Range 38 East according to the last general Plat of the Indian River Farms Company recorded in Plat Book ' 2 , n [r1 Page 25 of the Pubic Records of St , Lucie Count Q �� FARCEL QQ � 4 O a � Florida , LESS the North 30 feet thereof. y' N 0 , 660 . 5E SQ . FT. 0 . 471 ACRE) Contdining 20 , 660 . 5 square feet, more or less , 12-33-38- 00001 —DO D-00001 .0 % Q m or 0 . 47 acres . SC IRARD . 1 PATRICK TR Now lying in Indian River County , Florida . 00 tt i c Subject to a 1-lorida Power & Light easement over ~ J the East 10 feet thereof recorded in O . R . B . 436 , g e rc \ Page 56 , Indian River County Records . - - - m a _ Cr) [7n cn O o in 74TH AVENUE i N ( "Less and Except " 25 ' R/W, O. R . B . 1664, Pg . 2375 )) Section 72 _ East Line Tract 9 MICE 38 EAST LEGEND_ & ABBREVIA_TIOONS Section 7 _ Range Line & West l._ine Range Line Canal RANGE 39 FAST Indian River County Records N 00012 ' 31 " E O . R . B . = Official Record Book w g P . B . = Plat Book RANGE LINE CANAL 100 ' R/W _ c' INDIAN RIVER FARMS Cf' PG . = Page o e R/W Right - of-Way WATER CONTROL DISTRICT N CERTIFICATION East R/W Line Range Line Canal & 3 West Line Tract 12 as per "The Surveyor ad Mapper in responsible charge Plan of Reclamation Deed Book 48 , � �/ / / Page 23 ,_St Lucie County. Florida . rJri � N 00' 12 ' 31 " F LL Michael O ' Btien P . S . M . THIS IS NOT A BOUNDARY SURVEY Dale SKETCH TO ACCOMPANY LEGAL DESCRIPTION Florida Registration No . LS 61 i 8 . PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT Indian River Count�Surve or & Mapper NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS PREPARED o INOLW RIPER COUNTY AUMINISIRATION BU10)ING /ND/AN R/ICER COUNTY °�""' �' SECTIDN >2 SKETCH AND OESC/�/PT/ON OF SHEET 1040 261h 67REET ROACH 2 YERO BEACH, FL 32960 K DePO/fn7ent. iof Pub//c Works.. nreRouEo �,, TOWNSHIP 33S A PORT/ON OF 74TH AVENUE test s6Y-fi000 _A_ o EngineeMing DiY%sion Al OBR/£N RANGE 3BE PARCEL >00 R/GHT-DF— WAYS 2 50 0 25 50 100 911 11 I ....� I^ECAC DESCRIP GRAPHIC SCALE IN FEET. ) A parcel of land lying in Section 12 , Township . . . 80' (O. R. B. 1664, PG. 2377) 33 South , Range 38 East, lying west of Range NORTH22316' OF SOUTH 1115 - -- ----__ Line and 12th Street . Mor© particularly PROPOSED 130 ' ULTIMATE R/W LINE descriabbeded as follows : The West 105 feet of the East 130 feet of the North 223 . 16 feet , more or less , of the South 1115 . 80 feet _ of the East . 28 . 98 acres of -fruct 9 , Section 12 , Township 33 South , Range 38 East according to the last general plat of the Indian River Forms Company recorded in Plat Book 2, Page 25 of the Public Records of St. Lucie County, 0 Florida .nada . / PARCEL 101 Containing 23 , 431 . 8 square feet, more or less, or o . s4 acres . N 23 , 431 . 8 ± SQ , FT. (0 . 54 ± ACRE) c� Now lying in Indian River County, Florida . 12-33 -38-00001 -0090-0o003.0y Subject to a Florida Power & Light easement' SCPIIRARD, J . PATRICK TR) % over the East 10 feet thereof recorded in O . R - B . 4362Page 56 , Indian River County Records. 0 , m CV 74TIl AVENUE ("Less and Except" 25' R/W, O . R. B. 1664-, Pg. 2377) : LEGEND & ABBREVIATIONS RANGE 38 EAST __ East Line Tract 9 Section 12 °- I - R . C . R . = Indian River County Records RANGE 39 EAST Range Line & West Line Range Line Canal Section 7 O . R . B . Official Record Book N 00' 1231 " E P . B . = Plat Book L PG . Page o o R/W = Right — ot — Way RANGE LINE CANAL 100 ' R/W a C INDIAN RIVER FARMS CERTIFICATION J WATER CONTROL DISTRICT Surveyor and � �Mapper in responsible charge East Line Run�" LL(4- - (�/ }_ Canal Line - — — �- THIS IS NOT A BOUNDARY SURVEY Michael O ' Brien P . S . M . Date SKETCH TO ACCOMPANY LEGAL DESCRIPTION o Florida Registration No . LS ' 6118 PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT Indian River Count Surge or & Ma er NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS PREPARED INDIAN sivEa courry nowmusmnnun eun."irc /ND/AN R/6�£R COUNTY " """ 8 ` SECTION f2 SKETCH AND DESCR/PT/ON OF i84n tem STnErr B. ROACH 2 VOTO BMAI. n. 32M) Deporlment of Pub//c Warks aPen"� �.; TOWNSHIP JJS A PORTON OF 74TH AVENUE (ns1 Sa>-e"o" , EngJneer/nq Dlvislan _ _ _ Al O BRIEN RANGE 38£ PARCEL >Ol R )r-OF- WAY "/ Knight, McGuire & Associates, Inc. Consulting Eneoineers and Planners 80 Royal Palm Pointe, Suite 401 David S . Knight. P.E. Vero Beach, Florida 32960 Scott B . McGuire, P.E. civt1@lm ghtmcguire.com Phone 772-569-5505 Fax 772 -569- 1455 March 1 , 2007 Mr. Robert Webb Land Acquisition Specialist �' Board of County Commissioners Public Works Department/Engineering Division 1840 25th Street Vero Beach , FL 32960 EXHIBIT RE : Right-of-Way Acquisition 74th Ave . Improvement Project J . Patrick Shirard Property Dear Mr. Webb, We are in receipt of your February 8th E-Mail regarding the above referenced project. We agree to adjust the barn demolition and irrigation system depreciation as shown below. 1 . Demolition and reconstruct bam $ 17 , 500 2 . Tree inventory $22 , 390 3 . Irrigation System 30 % depreciated (0 . 700200) _ $ 2 , 240 4 . Re-Grade East Property Line $ 3 , DD0 5 . Pump System $30. 000 $75 , 130 If these figures are acceptable to you, please modify the agreement to purchase and forward it to me . Thank You . incerely, � Ott B . McG IrelT P. E. 07-011 response letter3/1 /07 MAR 0 2 2007 Knight, McGuire & Associates, Inc. Consulting Engineers and Planners 80 Royal Palm Pointe, Suite 401 David S . Knight, P.E. Vero Beach, Florida 32960 Scott B . McGuire, P.E. civil@)mightmeguire. com Phone 772-569-5505 Fax 772-569- 1455 Mr. Robert A. Webb Land Acquisition Specialist January 11 , 2007 Board of County Commissioners Public Works Department / Engineering Division1840 25th Street Vero Beach , FL 32960 �t„ 1 `i Z II � I RE : Right-of-Way Acquisition , LXHIBIT 740 Ave . Improvement Project J . Patrick Schirard Property Dear Mr. Webb , We are in receipt of your Agreement to Purchase and Sell Real Estate as forwarded to my client J . Patrick Schirard. Mr. Schirard is in agreement with the purchase price subject to replacementicompensation of certain improvements on the subject property. The improvements that exist on the property to be purchased have real value and neer} to be included in the offering as additional compensation as follows: 1 . Demo of existing barn 2 . Reconstruct barn on remaining site 700 ft' x $25 = $ 5, 000 3 . Tree inventory Oaks $17, 500 10 @ $250 = $ 21500 Red Maples 71 @ $ 90 = $ 6, 390 Cypress 45 @ $150 = $ 6, 7501 Queen Palms 45 @ $ 150 = $ 6. 750 Total $22, 39 4 . Irrigation system (micro jet) 5. Re-grade East property line to eliminate drainage connection $ 3 ,200 6 . Irrigation / Drainage pump system removal and replacement $ 3, 000 ( see attached estimate from Knight & Mathis Inc. ) $302000 Please give me a call after you have reviewed the above information and I would be glad to meet with you if you feel it is necessary. Thank you for your consideration and I look forward to hearing from you . SincerTly, C� WcGuire, P. E . Cc: J . Patrick Schirard 5:106--0101RobertW ebbsch i ra rdimprovementsletter