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HomeMy WebLinkAbout2007-417 J ` v V AGREEMENT TO PURCHASE AND SELL REAL ESTATE � O o 7 ` L// 7 THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the _ day of November, 2007 , by and between Indian River County, a political subdivision of the State of Florida (" County') , and Michael T. Calvit, Trustee , 650 Azalea Lane, #B , Vero Beach FL 33963 ("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 in Indian River County, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference , and any improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto (collectively, the " Property") . The Tax ID number of the Property is 00-30-38-00001 -0220-00032 . 3 . 2 . Purchase Price , Effective Date The purchase price (the " Purchase Price ") for the Property shall be Thirty Eight Thousand Five Hundred Dollars ($ 38 , 500) . 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. The County shall have thirty (30) days to approve this Agreement from the date seller signs and delivers this Agreement to the County, failing which this Agreement shall be null and void . The County has paid the Seller at execution of this Agreement a deposit of $ 1 , 000 , which shall be credited to the County at closing . The deposit shall be returned to the County if this Agreement is not approved by the County as set forth in this paragraph , or upon default of the Seller. 3 . Title and Environmental Assessment 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 The County shall no later than fifteen ( 15) days prior to closing obtain a Title Insurance Commitment with respect to the Property. County shall within fifteen ( 15) days following receipt of the Title Insurance Commitment to 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 forty five (45) 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 . 1 3 . 2 The County may at its option obtain a phase I environmental (hazardous materials) assessment of the Property no later than fifteen ( 15) days prior to closing . County shall within fifteen ( 15) days following receipt of the ESA deliver written notice to Seller of any environmental defects . The environmental status of the Property 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 forty five (45) 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 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 , subject to any 2 extensions as provided herein . 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 . The Seller shall also execute and deliver to the County any corrective deed or other corrective document reasonably requested by the County, including but not limited to a quit claim deed reflecting the legal description by which the Seller took title . (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) 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 . (e) Both parties will use their best efforts to proceed to closing as soon as possible , and to close prior to the last date for closing to the extent possible . 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 Any survey and phase I environmental assessment determined by County to be necessary. 7 . 1 . 2 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 3 7 . 1 . 3 The County shall pay the cost of Documentary Stamps required to be affixed to the warranty deed . 7 . 1 .4 All costs and premiums forthe owner's marketability title insurance commitment and policy, and the environmental assessment , 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 . 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 (effective upon receipt) 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: Michael T. Calvit, Trustee 650 Azalea Lane , #B Vero Beach FL 33963 4 If to County: Attn : Bill Debraal , Deputy County Attorney Indian River County 1801 27th Street Vero Beach , FL 32960-3365 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 . 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. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above . COUNTY: � ' >> a , INDIAN RIVER COUNTY, FLORIDA Witnesses for County s u i54� �. 5 Sa dra L . Bok*den';, Chairman Attest: J . K. Barton , Clerk By u ( ek Deputy Clerk Witnesses for Selle SELLER : � VVlichael . Calvit , Trustee Date Signed : //J/r� � Ap roved : B Con ty Administrator App e o .fo and 1 tic ency : By�� County Attorney 6 r EXHIBIT "A" Commencing at the Southwest comer of Lot 32 in Section 22, Fleming Grant, Township 30 South, Range 38 East, on the centerline of the Roseland Road, run North 45 degrees 00 ' West on the West line of aforementioned Lot 32 a distance of 1210.00 feet; thence South 45 degrees 00 ' West 170 .00 feet to the Point of Beginning referenced and located in Indian River County , Florida. From said Point of Beginning run South 18110 ' 55" East, 74.45 feet; thence South 31 °23 ' West 430 .00 feet; thence South 8°50' East, 140. 00 feet; thence South 14° 18 ' West, 270 .00 feet; thence South 75 °42 ' East, 90 .00 feet; thence South 14° 18 ' West, 21. 0. 00 feet; thence North 75042 ' West, 90.00 feet; thence South 14* 18 'West, 280 .00 feet; thence South 66° 14 ' West, 280 .00 feet; thence North 121 10 ' East, 950 .00 feet; thence North 27°40 ' East, 470 .00 feet; thence North 68033 ' East, 220.00 feet to the Point of Beginning, said property being an island located in the South PronS of the Sebastian River, located in Indian River County, Florida. Sebastian Creek; Calvit !GID No. 270,003 Page I of 1 � v 3GALE ,• - 200• ��G.RyyA,,PH��IC --SCA--LE --{{ D sD ,YlJ�I IN FEET ) 0.01 AC .t (W�) � AMHWL� -BR�ARD v 1 w IAN 3 .76 AC.f W \ VCR AN R! � ' —• ISL-4 015 � , � GID : 270,003 _ w w . ` � m J � \ 0.07 AC.t 17 N 7g 4S S0 , \ • W\ . ISL- 3 CJ ._x�....�/ L22 � SpUT �,� �S�B�1S,T H Rx AN RIU�R POINT OF BEGINNING OFFICAL RECORD BOOK 1219 , PAGE 425 PUBLIC RECORDS OF INDIAN RIVER COUNTY POINT OF COMMENCEMENT LEGEND SOUTHWEST CORNER , LOT 32 u wDICATEs uPUND AREA SECTION 22 , FLEMING GRANT INDICATES JURISDIC11ONAL WETLAND AREA Q : SET 5/5" IRON ROD AND CAP (LB 5595) L44 : LINE NUMBER DESIGNATION : DESCRIPTIVE POINT AMHWL : UNE AT OR ABOVE APPROXIMATE MEAN HIGH WATER ARFAS FOR GID 270,003 7 Y ...�-� : AREA WATERWARD OF THE AMHWL TA% LD. NO.: DO—SO-3B—C00Gt -0220-00031.3 ! <� /�LL � ! GIO GEOGRAPHIC IDENTIFICATION NUMBER UPUND 0.00 ACRES t wk -k LB : LICENSED BUSINESS NUMBER JURIS. WETLAND 1.84 ACRES f p.o±e.d ��aa'' S�•To m:d uaox•' No. M97 ISL : CONTROL POINT LABEL TOTAL J 64 ACRES t Ze S o (D) DEED n1G 5 NOT A SIJ�!Y ALL ABOVE—GROUND FIXED IMPROVEMENTS AND ANY EVIDENCE OF UNDERGROUND FIXED IMPROVEMENTS ON THE ACQUISITION PARCEL AND THE CENTERLINE OF ANY CONTIGUOUS ROAD HAVE BEEN LOCATED. ALL IMPROVEMENTS ON ADJACENT PARCELS PERTINENT TO THE BOUNDARIES OF THE ACQUISMON PARCEL HAVE BEEN LOCATED . OWNER'S: MICIWL T. CALVIT. TRUSTEE BSM OFFICE N0: 686.5 TAX LD. NO. : 00-30-38 -00001 -0220 -00022 3 GID NO: 270,003 DEP CONTRACT: SL-773: TASK NO: 101 COUIfTY: A'nVJi BNER DAAMWD NALLE: I! I nD9 32M CON+o*^��TM e,va 9F66f NO. 6Lr2 tm SEBASTIAN CREEK SEC. 22, P12WNG CNANT scwrs: P -zoG Ass: . . 3!.*.� eF A MAP OF GID NO . 270 ,003 '+x' nATe: a/zc/zoco nnAxN er: eN.o.,c.c.x. tm I nxc. wre: 1L/ls 2ooc R Ml) By. L.A.S. �j ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) Before me, the undersigned authority, personally appeared is day of VL00Oho , ("affiant"), th first being duly sworn, deposes a/nd,says: 1 ) That affiant is the ,1.1 U� �,�CC� of 194L)" cL as "First Party", whose address is / �Q /�� /4 �e otP� sYG t� ✓!!eo�hi a d in such capacity has personal knowledge of the matters set forth herein and has been duly authorized by First Party to make this affidavit on First Party' s behalf. That First Party is the record owner of Parcel One. As required by Section 286 .23 , Florida Statutes, and subject to the penalties prescribed for perjury, the following is a list of every "person " (as defined in Section 1 .01 (3 ), Florida Statutes) holding 5% or more of the beneficial interest in the disclosing entity: (if more space is needed, attach separate sheet) Name Ad�drress //'' Interest 7. •tea `>/6 3 2) That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate transaction or who have received or will receive real estate commissions attorney's or consultant's fees or any other fees or other benefits incident to the sale of Parcel One are: Name Address Reason for Pavment Amount IdD /LJ ( 3) That, to the best of the affiant's knowledge, the following is a true history of all financial transactions (including any existing option or purchase agreement in favor of affiant) concerning Parcel One that have taken place or will BLA- 133 REVISED 5/9/02 rt ' take place during the last five years prior to the conveyance of title to the State of Florida: (if non-applicable, please indicate "None" or "Non-Applicable") Name and Address Type of Amount of of Parties Involved Date Transaction Transaction / vUN 'r This affidavit is given in compliance with the provisions of Sections 286 .23 , 375 . 031 ( 1 ), and 380.08(2), Florida Statutes. AND FURTHER AFFIANT SAYETH NOT. AFFIA STATE OF ;/IP 1414C ) COUNTY OFT44tZ t SWORN TO and subscribed before me this '^{� day of 200 , by Such person(s) (Notary Public must check applicable box): is/are personally known to me. [ ] produced a current driver license(s). [ ] produced as identification . (NOTARY PUBLIC SEAL) *taublic REM TTHEW auosans� (Printed, Typed or Stamped Name of nn. zouNotary Public) wl Assn Cu_ Commission No. : My Commission Expires : BLA- 133 REVISED 5/9/02