HomeMy WebLinkAbout2007-074 AGREEMENT TO PURCHASE AND SELL REAL ESTATE
4e ,;) 9 79
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 5th day of January , 2007, by and between Indian River County, a
political subdivision of the State of Florida ("County") , and
The Capital Trust Company of Delaware,as Trustee of the Irvin Basil Keller
Indfvidua/Retirement Trust Wald October 4, 2003 ("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 Street parcels 104 & 105,
Vero Beach (see attached Exhibit "A " County of Indian River, State of Florida and more
specifically described on Exhibit "A" attached hereto and incorporated by this reference
containing approximately 67, 643.4 square feet, 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
properties , 2 parcels, shall be One-Hundred-Eight- Thousand Seven-Hundred-two and 00/00
Dollars ($108, 702. 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 (" 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 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.
C:Oocuments and SettingslrwebbOesktop%Robert WeWso66thaveproject174th ave 12th to 4th\Capitaffrust74thave Purchase Contract.doc - 1 -
owner of and has good right, title, and authority to convey and transferthe 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 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 .
CADocuments and Set ings\rwebb\Desktop\Robert Webb\so66thaveproject\74th ave 12th to 4th\Capita]Trust74thave Purchase Contractdoc - 2 -
(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 Taxes . 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 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 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 for the 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.
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 , 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
CADocuments and SettingsVwehb\Desktop\Robert W ebb\so66thaveprcject\74th ave 12th to 4th\Capitaffrust74thave Purchase Contract.doc - 3 -
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: Capital Trust Company of Delaware (TRS)
FBO Irvin Basil Keller Trust
2711 Centerville Rd . #210
Wilmington , DE . 19808
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 .
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
CADocuments and Settings\rwebb\Desktopaobert Webb\so66thaveprcjecfl74th ave 12th to 4th\Capita1Trust74thave Purchase Contract.doc - 4 -
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; FWRIDA
The Capital Trust Company of Delaware , BOARD OF COUNTY COMMIftONERS
As Trustee of the Irvin Basil Keller
Individual Retirement Trust
u/a/d October 4 , 200/3
Authorized SigyR►o��,,r: G C . Wheeler; 0:kairman
Printed name : L(/ //�/� ,2r� �C MAke
Date Signed : //j /( 0 7 Date Signed : 02 / 20 / 07
Attest: J . K. Barton , Clerk
By C « 01a.4"
Deputy Clerk
Date Signed : a aD) D-1nn
By
Ronald L. Callahan ,
Real Estate Acquisition Agent
Date Signed :. . 9 D %
APPROVED AS TO FORM JJJ
ANDFC,a�AL SL FICI
BY /4/J
WILLIAM K. DEBR
ASSISTANT COUNTY ATTORNEY
CADocuments and Settings\rwebb\Desktop\Robert Webblso66thavepmjec04th ave 12th to 4th\CapitaITmst74thave Purchase Contramdoc - 5 -
400 0 200 400 800
L I I
GRAPHIC SCALE ( 1N FEET )
lal
Z
J
!L'
W
n D D
n 0
M m n m rr_3i
r r
`- PROPOSED 130' ULTIMATE R/W LINE w N o o LLI
PARCEL 707 P PO EDO' 1LTI fTE /W !LINE
EXISTING R/W LINE I �1
RANGE 39 EAST - .5 "TERA6—'C- GANA -- - - ------ --- 74771 AVENUE 90' R W
RANGE 39 LAST � � 6'�1?0=R/GHT--B,� WA1�} — — --
m SEC77ONLINEv RANGE 1,1NE CANAL
_N OT EXISTING R/W LINE 6q p (100 ' RIGHT—OF -WAY)
H4 .
sketch and description is not valid out the signature and the originaled. seal of the Florida registereurveyor
Mapper named hereon .sketch and descri tion meets or exceealllicable requirementsp of the Minimum Technicalndards as established
in Chapter 61017o
ida Administrative Code .
sketch and description and adjoining parcels be subject to easements , restrictions , reser—
ons , or right — of— ways not shown and may bed in the Public Records .. sketch and description does not
represent a 3
field survey. Existing g property conditions or features N
are riot shown , and is not complete without both a
sheets 1 and 2 as prepared . SEE SHEET 2 FOR LEGAL DESCRIPTION
5 . Bearings shown hereon are based on Florida State LL
Plane Coordinate System , NAD 19831990.
The Fast line of Section 12 , Township 33 South , o
Range 38 East, bears NOO' 12 ' 31 "E and all other THIS IS NOT A BOUNDARY SURVEY o
bearings are relative thereto . SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS PREPARED
ACAD DWG. FILE: 0g27 . dw ixowr wvw wuwv wwwsnunox euxnu+c INDIAN RIVER COMWY DRAWN BY: SECTION 12 sim
B rew Ms erRar & ROA Cy SKETCH AND DESCRIPTION OF
Plotted 8 - 22-06 v ecun. M 12260 OeoorfmmIF of PublicWont's, ,� W. TOWNSHIP JJS A PORTION OF 74TH AVENUE
(n2) am-66W EngJns !2'R ' Dlvlalon M. 0WRIEN RANGE JBE PARCEL 104 RIGHT—OF—WAY 2
r k
50 0 25 50 100
So,
LEGAL DESCRIPTION
A '; `2rcel of land lying in Section 12 , Township RAPHIC SCALE ( IN FEET )
33 South , Range 38 East, lying west of Range
Line Canal and 12th Street . More particularly SOUTH 223- 16 ' TRACT 9
described as follows : O. R. B. 1668, PG. 80 ---
Commence at the S . E. corner of Tract 9 , Section 12 , Township PRO
33 South , Range 38 East according to tile Pe last general plat of OSFp
the Indian River Forms Company recorded in Plat Book 2 , Page R/w
25 of the Public Records of St . Lucie County, Florida and run s�
N89'25 ' 02 "W, along the South line Tract 9 , a distance of 60
feet to the West line of Lateral "C Canal and the POINT OF
BEGINNING . Then run NB9' 25 '02 "W, along the South line of p�
Tract 9 , a distance of 130 feet to IT point; Then run N7' 52 ' 17 "E
a distance of 225. 0 feet, more or less , to a point . on the North N
line of said parcel ; Then run S69' 25 '02 "E, a distance of 160 feet ar) PARCEL Orj
to a point on the East line of Tract 9 ; Then run SO' 12 ' 31 " W,
along the East line of Tract 9 , a distance of 106 . 8 feet, more 35 , 285 . 2 ±' S
or less, to a point on the West line of Lateral "C " Canal ; Then Z Q • �' ` O ' 8 ± ACRE) \ W
run S29' 34' 29 "W, along the West line of Lateral "C " Canal , a \12-33--38 -00001 --0090- 00007. 0
distance of 122 . 4 feet, more or less , to a
SO" 12 ' 31 " point; Then run 0) \ CAPITAL TRUST CO OF DE (TRS)
W, along the West line Lateral "C ' Canal , a distance FBO IRVIN BASIL KELLER TRUST O o
of 9 . 3 feet , more or less , to the POINT OF BEGINNING. o
Containing 35 , 285 . 2 square feet, more or less, or 0 . 81 acres .
Now lying in Indian River County, Florida . L 'pNj
P . O . B .
a
LEGEND & ABBREVIATIONS 0 �9
I . R . C . R . = Indian River County Records P . 0 . C . co
O . R . B . = Official Record Book S. E. cornerI S
P . B . = Plat Book tracts RANGE 38_ EAST R/ 12 a
PG . - - Page Section e RANGE 39 EAST %fie S 00 '12 '31 ' W Section 7g
R/W = Right — of — Way (I��TFR �Qler 07 -33 -39
CERTIFICATION
`off ° \R7c C •' Q1 C ' 00001 -0120-00003. 0
Surveyor and Mapp/er� i`n2 responsible charge b� 3g �9 FT\OFcgtiq< Co. Q1 /`V
R29a
— C/ LJ t c c�3f� l �qr 29 "
THIS IS NOT A BOUNDARY SURVEY F
Michael O ' Brien P . S- M . Date SKETCH TO ACCOMPANY LEGAL DESCRIPTION
Florida Registration No . LS 6118 PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT o
Indian River Count Surveyor and Mapper NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS PREPARED a
NDIAN, d. NER COUNTY ADMINISTRATION BUILDING ' /ND/AN RIVER COUNTY o"""'" �'' SECTION 12
1840 25th STREET AS ROACH SKETCH AND DESCRIPTION
OF "E`T
VERO BEACH, 8 32860 Denor/men/ of Pub/Ic Works ARPROVED Tn.. TOWNSHIP 33S A PORT/ON OF 74TH AVENUE 2
(nz) ss�-e000 Eng/neering Dlv/sl0n M. OBR/EN RANGE 3BE PARCEL 105 R/GHT— OF— WAY /
or 2
400 0 200 400 Bu0 -
GRAPHIC SCALE ( IN FEET
La
Ul
L
J
0'
W
a
o n >
a
a n n
r- m r 'f`-1 r 6
- PROPOSED 130' ULAMATE R/W LINE al _0 w N o o y
o 2
PARCEL 107 �-- P PO ED 130' 1LTI fTE W LINE G3
-- — EXISTING R/W LINE
RANGE 38 EAST w'
RANGE 39 EAST �, — � lE ` C EANA!—Ff20=Rl6NT--BFWAY)— � '---m'F :- =rl --- --- € a 74TF! AVENUE (90 " R/W)
-- - p � � Ecnlm A/NE .� RANGf LINE CANAL
ivvTE� EXISTING R/W LINE 6q o (100 " R1GHT-- OF- tVAY)
1 . This sketch and description is not valid - 1
without the signature and the original RI
raised seal of the Florida registered Surveyor
land Mapper named hereon . mI
2 . This sketch and description meets or exceeds all
f applicable requirements of the Minimum Techhical m cl v
S? Standards as established in Chapter 61617 - 6 , m o
I . Florida Administrative Code . i
3 . This sketch and description and adjoining parcels
may be subject to easements , restrictions , reser—
vations , or right— of— Ways not shown and may be 9
found in the Public Records . a
4 . This sketch and description does not represent a o
field survey . Existing property conditions or features
are not shown , and is riot complete without both
sheets 1 and 2 as prepared . SEE SHEET 2 FOR LEGAL DESCRIPTION
5 . Bearings shown hereon are based on Florida State
Plane Coordinate System , NAD 1983/ 1990 .
The East line of Section 12 , Township 33 South , o
Range 38 East, bears N00' 12 '31 "E and all other THIS IS NOT A BOUNDARY SURVEY
bearings are relative thereto . SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS PREPARED
ACAD DWG . FILE: 0421 . dwg C0MW wwws Mn &9�DP10 INDIAN RIVER COUNTY N SECTION 1T SKETCH ANO DESCN/PT/ON OF
zNE`
IB+ zsn1 � B. ROACH
Plotted 8-22-06 vrna aural. rL zaaso Oenorlmenf of Pub//c Warks w. TOWNS I _ 33S A PORT/ON OF 74TH AVENUE
lnzl scz-a000 Englneor/ng Divlrlan N. 09R/EN RANGE rz PARCEL 105 R/GHT—OF—WAY 2
�EGAL DESCRIPTION 50 0 25 50 100
A parcel of land lying in Section 12 , awnshlp
33 South , Range 38 East, lying west of Range I
Line Canal and 12th Street . More particularly GRAPHIC SCALE ( IN IFFY )
described as follows :
A portion of the North 223 . 16 feet of the South 446 . 32 feet NORTH 223. 16' OF THE SOUTH 446 . 32'
of Tract 9 , Section 12 , Township 33 South , Range 39 East
according to the last general plat of the lands of the Indian
River Forrns Company recorded in Plat Book 2 , Pae 25 of
the Public Records of St . Lucie County, Florida. More particularly ` P1RaPOSED R/t1/
described as follows : LINE
Commence at the intersection of the East line of Section 12
and the West right -- of- way line of Lateral "C " Canal ( 145 ' wide)
and run N0012 ' 31 "E, along the said section line, a distance of --
106. 85 feet to the POINT OF BEGINNING . Then run N89' 25 '02"W
a distance of 160. 00 feet to a point; Then run N7' 52 ' 17 "E a
distance of 225 . 0 feet, more or less , to a point; Then run /
S89' 25 ' 02 "E a distance of 130 . 00 feet to a point on the East
line of Section 12 ; Then run S0012 ' 31 "W, along the section line, / PARCEL 104 .
a distance of 223 . 2 feet, more or less, to the POINT OF BEGINNING. 320358 . 21 SQ . FT. ( 0 . 74 ± ACRE ) N
Containing 32 , 3582 square feet, more or less, or 0 . 74 acres . 12-33 - 38-00001 -0090- p0006.0
Now lying in Indian River County, CAPITAL TRUST CO OF DE (TRS) / TO
FRO IRVIN BASIL KELLER TR y o
LEGEND & ABBREVIATIONS 00
N
Indian River County Records
O . R . B . Official Record Book
P . B . Plat Book P . O . C . —
P . O . Ba.
PG . = Paye N00112 ' 31 "E 106 . 85 ' Section a
R /W = Right — of — Way !y EAST
�TFR est Section 7 Range Line & East Line Tract 9 RANGE 39 EAST e
. C •�,ly 2g . n
gay
' 4 PARCEL 106
F 07-33 -39- 00001 -0120--0000.3.0 rn
. �.. r7As . le�Ql . 'C� I(ELLER, I . BASIL & DONNA L. v
CERTIFICATION
Surveyor and Mapp r in responsible Oarge O� J
�kq THIS IS NOT A BOUNDARY SURVEY
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
Michael O ' Brien P . S . M . Date PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
Florida Registrant Suror and Mapper No . LS 6118NOT COMPLETE WITHOUT BOTH SHEETS 1 AND 2 AS PREPARED
ve
Indian River Count
NNL�P RIVER COUNTY ADMINISTRATION BUILDING INDIAN RIVER COtINTX DRAWN BY: -SECTION 12 SKETCH AND OS-SCR/PT/ON OF SHM
1840 zam smEEV B. ROACH 2
VERO DEACII, IT 32960 - De orlmen/ of Public Works nrrRDVED TOWNSHIP 33S A PORTION OF 74TH AII£NUE
b7z) 567-e000 Egg ,aring Olvislon Al. D 'BR/EN RANGE 38E PARCEL jf>04 RIGHT— OF— WAY0�2