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HomeMy WebLinkAbout2007-160 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 23rd day of Auril 2007 by and between Jack W. Miller and Julia S . Miller, his wife, ("Sellers") and Indian River County, a political subdivision of the State of Florida ("County") 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 6710 8`h Street, Vero Beach, County of Indian River, State of Florida and more specifically described in Exhibit "A," containing approximately 42 ,510 square feet or 0 .976 acres valued at $70,000 per acre, $68,320. 00 plus improvements located within said right-of-way valued at $ 12, 155 . 00(see inventory of improvements listing, Exhibit `B") . This property is zoned A- 1 , Agricultural 1 unit per 5 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 property plus the value of the improvements shall be Eighty Thousand Four Hundred Seventy Five Dollars ($ 80,475 . 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. 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 1 Standard Agreement to Purchase and Sell Real Estate — Jack W. Miller and Julia S. Miller, his wife Parcel ID No. 07-33 -39-00001 -0160-00001 . 0 F:\Engineering\Robert Webb\Miller8thst Agreement.doc 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 of a default by the County, the Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement, 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 45 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. 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 I . 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. 2 Standard Agreement to Purchase and Sell Real Estate — Jack W. Miller and Julia S. Miller, his wife Parcel 1D No. 07-33-39-00001 -0160-00001 .0 F:\Engineering\Robert Webb\Miller8thst Agreement.doc 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 . If to Seller: Seller: Jack W. and Julia S . Miller Address : 2045 SE St. Lucie Blvd. Stuart, Florida, 34996 If to County: Indian River County 184025 th 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. 3 Standard Agreement to Purchase and Sell Real Estate — Jack W. Miller and Julia S. Miller, his wife Parcel ID No. 07-33-39-00001 -0160-00001 .0 F:%Engineering\Robert WebblMiller8thst Agreement.doc 8 . 8 . Counterparts. This Agreement 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 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. 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 . 1v MISSIONERS Name : Jack W. Miller B� _�G�— - BY GaryC . eler/��ir Date Signed' May 1 2007 Date Signed: 2 o r ATTEST : J. K. Baltbh;'Cterk Name : Julia S . iller By: <—� Deputy Clerk Date Signed: Date gned: .�Z. : BY Ronald L . Callahan, County Real Estate Acquisition Agent Date : q/ Z J �J Standard Agreement to Purchase and Sell 4 APPROVED Aj TO FO AND L G L S FF I C Real Estate — Jack W. Miller and Julia S Miller, his wife Parcel ID No. 07-33-39-00001 -0160-00001 .0 13Y ILLIAM . OE 9HAAL F:1Engineeringaobert WebbVvliller8thst Agreementdoc nSS� s TANT eouaty attogNEY EX H I BIT " Al120 0 60 120 1112 GRAPHIC SCALE ;g ( IN FEET ) $ `O 1 inch = 120 ft. C to N U IW r MILLER, JACK W & JULIA S LIV w 07-33 -39 -00001 -0160-00001 .0 ISI c y I (O.R. B. 1890, PG. 1377) i c I�I c o Tal J r- 3 654 '±(C.) I o E PARCEL 7 I I o _ 8TH STREET M PARCEL 8 LEGAL DESCRIPTION Section Line & South Cine Tract 16 The North 65 feet of the South 95 feet of the West 20 . 19 acres of Tract 16 , in Section 7 , Township 33 South , Range 39 East , according to the last general plat of the lands of the Indian River Farms Company, recorded in Plat Book 2 , Page 25 of the Public Records of St. Lucie County, Florida . Containing 42 , 510 square feet , more or less , or 0 . 976 acres . N Subject to a 10 — foot Florida Power & Light easement over the East 10 0 feet thereof as recorded in O . R . B . 1580, Page 2829 of the Public NOTES Records of Indian River County, Florida . 1 . This sketch and description is not valid Now lying in Indian River County, Florida . without the signature and the original a raised seal of the Florida registered CERTIFICATION LEGEND Surveyor and Mapper named hereon . Surveyor and Mapper in responsible charge Ac . —Acres 2 . This sketch and description meets or / g Z C . = Calculated exceeds all applicable requirements of 3 O . R . B . = Official Record Book the Minimum technical Standards as 3 David Silon P . S . M . Date Pg . — Page established in Chapter 61G17 - 6 , Florida a R W = Ri ht — of— Wa Florida Registration No . L5 6139 g y Administrative Code .3 . This sketch and description and adjoining w Asst . Indian River County Surveyor F. P . & L. = Florida Power & Light parcels may be subject to easements , THIS IS NOT A BOUNDARY SURVEY restrictions , reservations , or right -- of — ways not shown and may be found in the o SKETCH TO ACCOMPANY LEGAL DESCRIPTION Public Records . o PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT NDIAN RIVER COUNN ADMINISTRATION BUILDING /ND/AN RIVER COUNTY DRAWN BY: SECTION 7 SHFrr 1840 25th STREET 8. ROACH SKETCH AND DESCRIPTION OF p VERO BEACH, FI . 32960 - Deporlmenl of Public Works APPROVED �,,, TOWNSHIP 335 (77 ) os�-6000 Engineering Olklslon D. S/LON RANGE 39E 8TH STR££T RIW ACOU/S/T/ON o MARCH SI 2007 I I II MR , Son WEBB HIBIT INDIAN RIVER COUNTY REAL ESTATE ACQUISITION AGENT FAX 772-778-9991 DEAR MR. Wrap; THE FOLLOWING CONDITIONS ARE NECESSARY FOR ME TO MOVE FORWARD WITH THE SALE OF MY 6$' FCET OF RIGHT ON 87H STREET. A VARIANCE LETTER WHICH WILL PROVIDE ME THE ABILITY TO SPLIT MY PROPERTY j INTO FOUR PARCELS BY AFFIDAVIT OF EXEMPTION . I BELIEVE THE SQUARE FOOTAGE AFTER THE RIGHT OF WAY TAKING OF 42510 SQUARE FEET TO BE CLOSE TO THE NECESSARY 200,000 SQUARE FEET PER PARCEL NEEDED. CONSEQUENTLY I WOULD FEEL MORE COMFORTABLE WITH A VARIANCE AS I MOVE FORWARD GUARANTEEING THE ABILITY TO SPLIT THE 20 ACRES INTO FOUR PARCELS . COMPENSATION. FOR THE LOSS OF THE LANDSCAPING IMPROVEMENTS AS LISTED BELOW WHICH REFLECT THE IMPROVEMENTS IN FRONT OF THE RESIDENCE AT 6710 STH STREET VERO BEACH THAT WILL DESTROYED / DISPLACED BY THE PROPOSED RIGHT OF WAY EXPANSION - QUANTITY VARIETY UNIT COST EXTENDED COST 13 SASAL PALMETTO 0 $250 . EA. $3280. 9 LIVE OAKS 0 $500. EA. $4500• 12 EAST PALATKA MOLLY Q $ 1100. EA. $ 1200• 2 SLASH PINES ® $ 150. EA. $300. 2 DAHOON HOLLY 0 $ 180. CA, $360 . 75 FAXAHATCHEE GRASS 0 $ 10' EA• $750. 60 SAND CORD GRASS ®' $ 1 O• EA. $100• t0 MUHLY GRABS Q $ 10- EA. $ 100. SIMPSON STOPPERS ® 100. EA. $900. 9 . $as. 5 FIREBUSH US ' 5 - EA. 11405• SUBTOTAL $ IRRIGATION ZONE $760• TOTAL $ 12153. IM CONCLUSION MY WIFE AND I ARE WILLING TO SELL AT ?006 of $HE CT PER ACRE OFFERED IN YOUR AGREEMENT TO PURCHASE DATED NOVEMBER 7 , rR ACRE OR, $68920., FOR THE 42510 SQUARE FEET OF LAND REQUIRED . ADDITIONALLYI $ 121 $5• FOR THE LOSS OF LANDSCAPE IMPROVEMENTS AND LEGAL FEES OF $350. 7 FOR A TOTAL OF $80825. PLEASE CONFIRM AT YOUR EARLIEST CONVENIENCE INDIAN RIVER COUNTY75 ACCEPTANCE OF THE ABOVE AND FORWARD NEW CONTRACTS REFLECTING THE ABOVE , AS MENTIONED I HAVE DRAWINGS THAT WILL REFLECT THE PROPOSED RIGHT OF WAY AND THE INTENDED AOE SPLIT AS WELL. $INCERELY� pCK W MILLER C.C. RALPH EVANS TN 39V8 =6 AA3SJim AOVGi 9T2EEZ7ZLL £ S : ST LU97i © '6C