HomeMy WebLinkAbout2007-029 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 / day of n , 20019 by and between Indian River
County, a political subdivision of the to of Flo0i ("County"), and Ryall Acquisition Group LLC
f/k/a Ryall Development Group, LLC ("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 at SW corner of 66th Avenue and County
Road 510, County of Indian River, State of Florida and more specifically described on Exhibit
"A" attached hereto and incorporated by this reference containing approximately . 11 acres, and
all improvements thereon , together with all easements , rights and uses now or hereafter
belonging thereto (collectively, the "Propert)(").
2 . Purchase Price , Effective Date. The purchase price (the "Purchase Price") for the
Property shall be Seventy Seven Hundred Dollars ($ 7 , 700 ). 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 Seiler 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.
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oAIGIAW
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: (1) 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 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 .
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ORIGINAL
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 . 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, 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 attomeys' 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
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the right to participate in any such proceedings . ORIGIN
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: Seller. Ryall Acquisition Group LLC , f/k/a Ryall Development Group, LLC
Address : 2770 Indian River Blvd STE . 501
City, State, Zip: Vero Beach , Fl 32960
Attn : b4AD KELLY
If to County: Indian River County ,
1840 25" Street, Vero Beach , FL 32960
Attn : Patrick Norris
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,
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ORIGINAL
corporation, trust, or any form of representative capacity whatsoever for others, Seller shall
Provide a fully completed , executed, and swom beneficial interest disclosure statement in the
fort 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.
Ryall Acquisition Group, LLC COUNTY:
f/k/a y De o an Group, LLC
By. INDIAN RI R COUNTY, FI.OqIDA
AD . 1 Member
8y:
Date Signed: A. County irra r
Date nod:
By:
County R. E. Acqui ition Agent
Win liner Co. �
legal a ,,: 1 ,3i _v
Rist RaayeaRat
lieaeral Serrita
APPROVED AS TO FORM
AND EAG 5FIC E Y
aA /�
WILLIAM K. DEBRAAL
ASSISTANT COUNTY ATTORNEY
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ORIGINAL
286.23 Real property conveyed to public agency; disclosure of beneficial Interests;
notice; exemptions. - -
( 1) Any person or entity holding real property in the form of a partnership, limited partnership,
corporation, trust, or any form of representative capacity whatsoever for others, except as
otherwise provided in this section , shall, before entering into any contract whereby such real
property held in representative capacity Is sold, leased, taken by eminent domain , or otherwise
conveyed to the state or any local governmental unit, or an agency of either, make a public
disclosure in writing , under oath and subject to the penalties prescribed for perjury, which shall
state his or her name and address and the name and address of every person having a beneficial
interest in the real property, however small or minimal . This written disclosure shall be made to
the chief officer, or to his or her officially designated representative, of the state, local
governmental unit, or agency of either, with which the transaction is made at least 10 days prior
to the time of closing or, in the case of an eminent domain taking, within 48 hours after the time
when the required sum Is deposited in the registry of the court . Notice of the deposit shall be
made to the person or entity by registered or certified mail before the 48-hour period begins.
(2) The state or local governmental unit, or an agency of either, shall send written notice by
registered mall to the person required to make disclosures under this section, prior to the time
when such disclosures are required to be made, which written request shall also Inform the person
required to make such disclosure that such disclosure must be made under oath, subject to the
penalties prescribed for perjury.
(3) (aj The beneficial interest in any entity registered with the Federal Securities Exchange
Commission or registered pursuant to chapter 517 , whose interest is for sale to the general
public, is hereby exempt from the provisions of this section . When disclosure of persons having
beneficial interests in nonpublic entities Is required , the entity or person shall not be required by
the provisions of this section to disclose persons or entities holding less than 5 percent of the
beneficial interest in the disclosing entity .
(b ) In the case of an eminent domain taking , any entity or person other than a public officer or
public employee, holding real property In the form of a trust which was created more than 3 years
prior to the deposit of the required sum in the registry of the court, is hereby exempt from the
provisions of this section . However, in order to qualify for the exemption set forth in this section ,
the trustee of such trust shall be required to certify within 48 hours after such deposit, under
penalty of perjury , that no public officer or public employee has any beneficial interest whatsoever
in such trust . Disclosure of any changes in the trust instrument or of persons having beneficial
Interest in the trust shall be made If such changes occurred during the 3 years prior to the deposit
of said sum in the registry of the court.
(4) This section shall be liberally construed to accomplish the purpose of requiring the
Identification of the actual parties benefiting from any transaction with a governmental unit or
agency involving the procurement of the ownership or use of property by such governmental unit
or agency.
History. --ss. 1 , 21 3, 41 S. ch. 74- 174 ; s. 11 ch . 77- 174 ; s . 72, ch . 86- 186 ; s . 7, ch . 91-56 ; S .
212, ch . 95-148.
STATE OF FLORIDA DISCLOSURE AFFIDAVIT ORKINA1
INDIAN RIVER COUNTY
BEFORE ME, the undersigned authority, personally appeared CHAD IG'F1_ U/ Affiant, who, being by
me first sworn, on oath, deposes and says: /
1 . Affiant is Managing Member of Ryall Acquisition Group LLC, f/k/a Ryall Development Group.
2 . Ryall Acqusition Group LLC. is the fee simple owner of the property located in Indian River
County, Florida, and legally described on Exhibit "A" attached hereto and by this reference
made a part hereof ("Property').
3. Affiant, as Managing Member of such, intends to sell the Property to Indian River County, a
political subdivision of the State of Florida.
4. The names and addresses of the members/persons holding a beneficial interest in the Property,
and respective shares held by same as of today are as follows:
w
5. The above disclosure is made to the Indian River County Board of County Commissioners, or its
designated representative, as required under Section 286.23, Florida Statutes .
6. Affiant has made the disclosure contained herein under oath subject to and with full knowledge of
the penalties prescribed for perjury under the laws of the State of Florida.
FURTHER AFFIANT SAY NAUGHT.
Date r —c) d
L' NAD KE Managing Member, Ryall
Acqulaition Gro LLC. F/k/a Ryall Development
Group LLC
I HEREBY CERTIFY that the foregoing instrument was subscribed and sworn to before me this
L { day of _7 1 .� 1 1 2W% by CRAG VE14 Managing Member of Ryall
Acquisition Group f/k/a Ryall De elopment Group LLC , and he is Personeftly known to me or produced the
following identification:
Notary Public: ' ( � Y �- 1 t � , :� . I L sign
Printeil Name & Commission Expiration:
4e�Nk Lauren F Hamifion
MY Commission D0171960
OF Expires February 07 2007
FAPubhc Works'Patrick Norris\Ryall Disclosure Arfrdavimiloc
AD
40 0 204 �-- -- ---- ^
C L, (IN IFFEr E X H I BIT fi A 11 � 28 50' R�w71NNE
GRAPHIC S A E X � Q z �
1 .�TH S SKETCH AND DESCRIPTION IS NOT VALID EXISTING R W LINE w � b o
WITHOUT THE SIGNATURE AND ORIGINAL RAISED N89' S9 ' 48 "E z ole
SEAL OF THE FLORIDA REGISTERED SURVEYOR
AND MAPPER NAMED HEREON . to
2 . THIS SKETCH AND DESCRIPTION MEETS OR � O
EXCEEDS ALL APPLICABLE REQUIREMENTS OF COUNTY ROAD 51 D N. E. CORNER
THE MINIMUM TECHNICAL STANDARDS AS SECTION 31
ESTABLISHED IN CHAPTER 61G17-6, FLORIDA 30
ADMINISTRATIVE CODE. SECTION LINE S89'59 '48"W 2 9 SECTION LINE o
3 . THIS SKETCH AND DESCRIPTION AND ADJOINING _ iv ; �P Q B 125 . 29 ' S89' 31 '43 "
PARCELS MAY BE SUBJECT TO EASEMENTS, 0 � la 31 32 a
RESTRICTIONS, RESERVATIONS, OR RIGHT-OF- r� of r7 EDGE OF PAVEMENT
WAYS NOT SHOWN AND MAY BE FOUND IN - 1' /dS9 J�� S , _ � 25' tO
THE PUBLILC RECORDS. 50 . 16 '
4 . THIS SKETCH AND DESCRIPTION DOES NOT \� EXISTING e
REPRESENT A FIELD SURVEY. EXISTING EXISTING 1 R/W LINE
PROPERTY CONDITIONS OR FEATURES ARE R/W LINE i �L
NOT SHOWN ,
5 . RIGHT- OF-WAY INFORMATION AND BEARINGS �• jr cv w
WERE TAKEN FROM A MAP ENTITI.ED "RIGHT- Q f w V) z 'o
OF- WAY MAP , 66TH AVENUE (FORMERLYid d I � (b ' `
S . R. 505) , FROM NORTH OF 57TH STREET la Q
NORTH TO BARBER STREET" BY BURDETTE �y (V a-
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& ASSOCIATES, INC . , DATED 10- 10-06,
RYALL DEVELOPMENT GROUP LLC Q) I � w z N
LEGEND & ABBREVIATIONS 00000311 00 -00007 . 0 I-39- 31 co
Q I _ xb
R/W= RIGHT- OF-WAY (O . R. B. 1929 , PAGE 306) YJ z wz
O.R: B . =OFFICIAL . RECORD BOOK EXISTING R/W LINE
CERTIFICATION I 5 ' w
S F.P.&L. EASEMENT ___ 4
SURVEYOR AND kA „ RESPONSIBLE CHARGE O. R.B . 593, PAGE 730
THIS IS NOT A BOUNDARY SURVEY `
k2-�5 /6 � SKETCH TO ACCOMPANY LEGAL DESCRIPTION
-MICHAEL O ' BRIE�I P.S . I � ' DA rE PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
FLORIDA VELI COU' T TV& Irl( 6 OR THIS SKETCH AND DESCRIPTION IS NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2
AS CREATED
INDIAN RIVER C(SIINTY SI�I$/EYOR
NOWT WER COUWY ADA41WM " /NOUN RIY£R COONri' Cy SECTION .Y/ SKETCH ANO 0£SCRIPT/ON OF 3mm
1840 25TH a$Mrj OEPAR7IN£NT OFPU9UC WORKS 0 NSHIP 31S
VM BEACH, FL 32980 ew A PORTION OF 66TH AYFIC.R. 510
p72) NGI-8000 M91MCCOV0[J P/ I At OWN401. RANGE 19£
' EXHIBIT " A " ORIGINAL
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0
LEGAL DESCRIPTION
i
A PARCEL OF LAND LYING IN THE N . E. Y4 OF SECTION 31 , TOWNSHIP 31 n
SOUTH , RANGE 39 EAST, INDIAN RIVER COUNTY FLORIDA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE N. E. CORNER OF SECTION 31 , TOWNSHIP 31 SOUTH,
RANGE 39 EAST, AND RUN S89' 59'48"W, ALONG THE NORTH LINE OF
SAID SECTION 31 , A DISTANCE OF 125.29 FEET TO A POINT; THENCE Q
RUN SO' DO' 12 "E A DISTANCE OF 30 FEET TO THE EXISTING SOUTH
RIGHT- OF-WAY LINE OF COUNTY ROAD 510, AND THE POINT OF
BEGINNING; THENCE RUN N89'59 '48"E, ALONG THE SAID EXISTING SOUTH
RIGHT- OF-WAY LINE, A DISTANCE OF 100 FEET, MORE OR LESS, TO A
POINT 25 FEET WEST OF THE EAST LINE OF SAID SECTION 31 , AND THE
EXISTING WEST RIGHT-OF-WAY LINE OF 66TH AVENUE; THENCE RUN
SO'32' 54"W, ALONG THE SAID WEST RIGHT-OF-WAY LINE, A DISTANCE OF Z
100 FEET, MORE OR LESS; THENCE RUN N44'43'39"W A DISTANCE OFi
140. 74 FEET, MORE OR LESS, TO THE EXISTING SOUTH RIGHT-OF-WAY a
LINE OF COUNTY ROAD 510, AND THE POINT OF BEGINNING. g
CONTAINING 4, 999 .8 SQUARE FEET, OR 0. 11 ACRES. a
SUBJECT TO A 5—FOOT FLORIDA POWER & LIGHT EASEMENT ALONG THE
EAST 5 FEET 'THEREOF AS RECORDED IN O .R.B . 593, PAGE 730 OF THE
PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA.
NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. m
g_zg
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8
4
li
THIS IS NOT A BOUNDARY SURVEY
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
THIS SKETCH AND DESCRIPTION IS NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS CREATED
MUN RWER CMM ADMMIROW Mile 1NM4N RIWR SECTION 31 SKETCH ANO OESCR/PTION Of '-
1840 25TH STEW B. ROACH
VERO , FL 32960 OEPARIJ/ENT Of PUBL/C WORKS gy; O HIP 31S 2
(-"Z) 867-8000 MWN£ER1NG O/V1S/ON 'RR/FNANG 39E A PORTON OF 66TH AY£/C. R. 5f0