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Home My WebLink About2007-248 ORIGIN 70 AGREEMENT TO PURCHASE AND, SELL REAL ESTATE W THIS AGREEMENT T9 PURCHASE AND SELL REAL ESTATE ("Agreement") is made 1' and entered into as of theme ay of 31AX4 1 200_1 by and between Indian River Ca Ac ,County, a political subdivision of the State Florida (" County") , and Richard Rentschler and o 54aryann Rentschler , husband and wife , (collectively " Seller") , who agree as follows : i v > o o .sic o1 • Agreement to Purchase and Sell . The Seller hereby agrees to sell to the County , and the iz wCounty hereby agrees to purchase from Seller, upon the terms and conditions set forth in this cc . 4!4C that certain parcel of real property located at 4620 67tH Avenue (backs to 66tH cUJ � Avenue) , County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 4 . 62 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 shall be Two Hundred Seventy-Seven Thousand , Two Hundred Dollars ($277 , 200 . 00) . The Purchase Price shall be paid as follows : ''/2, or $ 138 , 600 . 00 shall be paid on the Closing Date . The second '/2 or $ 138 , 600 . 00 shall be paid on January 1 , 2008 . The second '/2 or escrowed , amount shall bear interest at 90% of the SBA rate , which is currently 4 . 88 % . 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 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 . 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.Tublic Works\Capital Projects\66th Ave (SR 60 to CR 510)\66th Ave_LarutAcquisition\66th Ave ROW Agreements\Rentschler6-4-07.doc If ATRUECOPY CERTIFICATION ON LAST PAGE J . K. BARTON , CLERK 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 30 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 ) 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 . F:\Public Works\Capital Projects\66th Ave (SR 60 to CR 510)\66th Ave_Land,24ccluisition\66th Ave ROW Agreements\Rentschler6-4-07.doc A TRUE COPY CERTIFICATIIN ON LAST PAGE J . K . BARTON, CLERK 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 . 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 . 2 . 2 All costs and premiums for the owner' s marketability ti a insurance commitment and policy , ifanysh //&, 1ra+l ,bl 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 , orto proceed , subjectto all otherterms , 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 F:Nublic Works\Capital Projects\66th Ave (SR 60 to CR 510)\66th Ave_ROV3\66th Ave ROW Agreernents\Rentschler6-4-07 doc A TRUE COPY CERTIFICATION ON LAST PAGE J . K . BARTON, CLERK 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: Richard Rentschler and Maryann Rentschler P . O . Box 700186 , Wabasso , FL 32970-0186 If to County: Indian River County 184025 th Street, Vero Beach , FL 32960 Attn : William M . Napier, Land Acquisition Agent Facsimile # (772 ) 226- 1988 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 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 F Tublic WotUCapital Projects\66th Ave (SR 60 to CR 510)\66th Ave_ROW66th Ave ROW Agreements\Rentschler6-4-07. doe A TRUE COPY CERTIFICATION ON LAST PAGE J . K. BARTON , CLERK 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 : COUNTY : RICHARD MARYAN -JRENTSCHLER INDIAN RIVER COUNTY; FLORIDA By By: Richa Rentschler Gary . Wheeler , Chairman , `. B. C . C . Date Signed : Date Signed : By rbw C Attest: J . K. Barton , Clerk JL aryarin Rentschler By Date Signed : , I &Hd Udc' Deputy Clerk proved : B} unty Admjnistfator A roved as to form and legal suffi ency: By County Attorney F:\Public Works\Capital Projects\66th Ave (SR 60 to CR 510)\66th Ave_RO%566th Ave ROW Agreements\Rentschler6-4-07. doe A TRUE COPY CERTIFICATION ON EXHIBIT " A " J . K . BARTON , C ERKAST PAGc LEGAL DESCRIPTION Lot 2, Lateral "A" Subdivision, P .D . , according to the Plat thereof, as recorded in Plat Book 15 , at Pages 1 and 1A, of the Public Records of Indian River County, Florida . ADDENDUM TO AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS ADDENDUM TO AGREEMENT TO PJRCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of theme ay of , 200_, by and between Indian River County, a political subdivision of the State of Florida (" County") , and Richard Rentschler and Maryann Rentschler, husband and wife , (collectively "Seller") , who agree to amend the Agreement as follows : 1 . Escrow of Funds . The purchase price for the Property is Two Hundred Seventy-Seven Thousand , Two Hundred Dollars ($277 , 200 . 00) . The Purchase Price shall be paid as follows : ''/z , or $ 138 ,600 . 00 shall be paid on the Closing Date . The second % or $ 138 ,600 . 00 shall be held in a separate account until January 11 , 2008 , at which time the County shall make the second payment together with interest to Seller on January 11 , 2008 . 2 . Escrow of Deed . On the Closing date , Seller shall deliver a fully executed deed to County. The County Attorney shall hold the deed in escrow until January 11 , 2008 , at which time and only after Seller receives the second payment , the County will cause the deed to be recorded . 3 Entire Agreement. Except as amended in this Addendum , the Agreement shall remain unchanged and be in full force and effect. IN WITNESS WHEREOF , the undersigned have executed this Addendum as of the date first set forth above . SELLER: COUNTY: RICHARD & MARYANN RENTSCHLER INDIAN RIVER COUNTY; FLORIDA By g J BY Richard' Ren schler Gary VWII.eeler, Chairman. , B . C . C . Date Signed : 707 Date Signed : `�] 0'31 By , Attest: J . K. Barton , Clerk Maryann Rentschler Date Signed : O Deputy Clerk STATE OF FLORIDA qAp ' wed: INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS ISIi ATRUE AND CORRECTCOPY OF THE ORIGINAL ON FILE IN THIS Cou ty Administrator OFFICE SY JEFFREY ARTON, D.G. ggqqvedd as to form and le fficiency: County DATE Attomey F:\Attomey\Bill\Agreements%ReNschler addendnm.doc 1