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HomeMy WebLinkAbout2007-375 avv7- 3 AGREEMENT TO PURCHASE AND SELL fflu I A L THIS AGREEMENT TO PURCHASE AND SELL REAL ES Agreement ) is made and entered into as of the 18th day of October , 2007, by and between Indian River County, a political subdivision of the State of Florida ("County') , and Waterland Operating Company. LLC . A Florida Limited Liability Company ( " 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 parcel of real property located at 5290 US HIGHWAY 1 Vero Beach , FL (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 13, 500. 0 square feet, and all improvements thereon , togetherwith 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 parcel shall be Four-Hundred- Thousand-and 00/00 Dollars ($400, 000.00). 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. 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 FAEngineering\Robert Webb\53rd street ext\waterinnddevelop 53street P=hase Contract.doc - 1 - 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 . (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 . F.\Fngineeringaobert Webb\53rd street ext\waterlanddevelop 53street Purchase Contra t.doc - 2 - 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 . 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 . F:Tngineering\Roben Webb\53rd street ext\waterlanddevelop 53street Purchase Connetdoc - 3 - • 5. 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: Waterland Operating Company, LLC , A Florida Limited Liability Company 5470 Camino Real Lane Vero Beach , FL 32967 If to County: Indian River County 1801 27th Street , Vero Beach , FL 32960 Attn : Land Acquisition 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 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. F:\Engineering\Robert Webb\53rd street ext\waterlanddevelop 53street Purchase Contract.doc - 4 - IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . Waterland Operating Company LLC . INDIAN RIVER COU FLORIDA a Florida Limited Li —t ompany BOARD OF COON �" . MISSIONERS By: y. Ilivan , Jr. Gary C . Whereler, Chairman Date Signed : /o a Date Signed : ( �- ( V (D� Attest: J . K. Barton , Clerk BY Deputy Clerk Date Signed : I 1 ( + / 07 i By Joseph . Baird , County Administrator Dat igned : 1 U 7 Approved to for and6L7al S i iency: B County Attorney FAEngineering\Robert Webb\53rd street ext\waterlanddevelop 53street Purchase Contract.doc - 5 - � a LEGAL DESCRIPTI . N A PORTION OF THOSE LANDS DESCRIBED IN O. R . B. 2037; PAGE 1102 ,"OF THE PUBLIG RECORDS OF INDIAN RIVER COUNTY, FLORIDA; SAID LAND LYING IN SECTION 23 , TOWNSHIP 32 SOUTH , RANGE 39 EAST, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SECTION 23 , TOWNSHIP 32 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, AND RUN S89'41031 " E, ALONG THE NORTH LINE OF SAID SECTION 23 , LINE, A DISTANCE OF 420. 39 FEET TO A POINT; THENCE, DEPARTING SAID NORTH LINE, RUN S0018$29 "W, A DISTANCE OF 25 FEET TO A POINT ON THE EXISTING SOUTH RIGHT—OF—WAY LINE OF 53RD STREET, FOR A POINT OF BEGINNING; THENCE RUN 589'41 '31 "E, ALONG THE EXISTING SOUTH RIGHT— OF—WAY LINE OF 53RD STREET, A DISTANCE OF 119 . 6 FEET, MORE OR LESS , TO A POINT; THENCE RUN SO' 18 ' 29 "W, A DISTANCE OF 100 FEET TO A POINT; THENCE RUN N89' 41 ' 31 "W, PARALLEL TO AND 100 FEET SOUTH OF, THE EXISTING SOUTH RIGHT— OF—WAY LINE OF 53RD STREET, A DISTANCE OF 127 . 8 FEET, MORE OR LESS, TO THE EXISTING EAST RIGHT—OF—WAY LINE OF U . S. HIGHWAY 1 , BEING A POINT ON A 17 , 128 . 86— FOOT RADIUS, NON —TANGENT CURVE, CONCAVE TO THE EAST, HAVING A CHORD BEARING AND DISTANCE OF N16015 ' 21 "W 55.89 FEET; THENCE RUN NORTHWESTERLY, ALONG THE CURVE, BEING THE EXISTING EAST RIGHT— OF—WAY LINE OF U . S. HIGHWAY 1 , THROUGH A CENTRAL ANGLE OF 0' 11 ' 13 AN ARC DISTANCE OF 55. 89 FEET TO THE P . C . OF A 25— FOOT RADIUS CURVE, CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY, ALONG THE CURVE, BEING THE EXISTING EAST RIGHT—OF—WAY LINE OF U . S. HIGHWAY 1 , THROUGH A CENTRAL ANGLE OF 105' 05 ' 05 ", AN ARC DISTANCE OF 45 . 85 FEET TO THE EXISTING SOUTH RIGHT— OF—WAY LINE OF 53RD STREET; THENCE RUN N 0' 18 '29 "E, ALONG SAID SOUTH RIGHT—OF—WAY LINE, A DISTANCE OF 15 FEET TO THE POINT OF BEGINNING . CONTAINING 13 , 487 SQUARE FEET, OR 0.31 ACRES , MORE OR LESS. NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. o i 0 0 J a n NOTES S 1 . THIS SKETCH AND DESCRIPTION IS NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF THE FLORIDA REGISTERED SURVEYOR AND MAPPER NAMED HEREON. o 2 . THIS SKETCH AND DESCRIPTION MEETS OR EXCEEDS ALL APPLICABLE REQUIREMENTS OF THE MINIMUM TECHNICAL STANDARDS AS ESTABLISHED IN CHAPTER 61G17 - 6 , FLORIDA ADMINISTRATIVE CODE. 3. THIS SKETCH AND DESCRIPTION WAS PREPARED WITHOUT THE BENEFIT OF AN OWNERSHIP w AND ENCUMBRANCE REPORT. 4. THIS SKETCH AND DESCRIPTION DOES NOT REPRESENT A FIELD SURVEY. EXISTING PROPERTY o CONDITIONS OR FEATURES ARE NO'i SHOWN . 5. BEARINGS SHOWN HEREON ARE BASED ON THE NORTH LINE OF SECTION 23 AS HAVING AN ASSUMED BEARING OF S89@4 .1031 "E. THIS SKETCH AND DESCRIPTION i CERTIFICATION IS NOT COMPLETE WITHOUT o S RVEYO AND MAPPER IN RESPONSIBLE CHAkGE BOTH SHEETS 1 AND 2 AS CREATED . E w -� THIS IS NOT A BOUNDARY SURVEY DAVID M . SILON , P . S . M . DATE SKETCH TO ACCOMPANY LEGAL DESCRIPTION o FLORIDA REGISTRATION NO . LS 6139 PREPARED FOR INDIAN RIVER COUNTY INDIAN RIVER COUNTY SURVEYOR AND MAPPER ENGINEERING DEPARTMENT a /NOUN 8114" COUNTY C °"""" ar: SETION 23 a ¢r Osoanbmt Of Aw/O worhv B. ROACH SKETCH AND 40L=R/PT/ON OF / TOWNSHIP 32S PoRTTON OF 53RD STiPEET S 1 Z 1840 25TH e�w, Fl. 32960 D. S/LON RANGE 39E r 80 0 40 80 ++ NAP INOMN RNER II LLC 32-39-14-00000-3000-0000A0 � \ GRAPHIC SCALE (1x t'=) / 1 - - - - - - - - - - - - - - - - - - - - - - - - - ADDOIOWL PARCEL BY SEPARATE NSMMENT ,- - - - - - - - - - - - - - - - - - - - - — 10' F.P.L. EASEMENT (O..R.9, 703, PG. 2J25) P.O.C. NW. CORNER 15 14 �M 23-32-39 S8944IOJIT 53RD STREET (R VARIES 22 23 5lP41 '31 -C 420.39' N. UNE SECTION 23 POB _SO. 18.29'W 25.00• EXISTING SOUTH R/W LINE NO'18'2,9 v ® 6% P.C. O ADDWNAL PARCEL ca A BY SEPARATE INSTRUMENT C - - - - - - - - WATERLAND OPERATING CO LLC 32-39 -23-00000-3000-00004.0 N89'4131 N PER O.R.B. 2037, PG. 1102 \ 4 \ PROPOSED R/W UNE n \ o cy \\ \ j 91, 3' k \ R=17,128.86' 2 O \ L=55.89' A=105'05'05 a C.B.=N16015120W R=25' \ C=55.89' L=45.85' \ C.B.=N37'45'570E \ C=39.69' Z \ 3 \ NAP 1N RNER 9 LLC \ 12-39-23-00000—i000-00003,0 vi G \ w N LEGEND 1Z \ A =CENTRAL ANGLE Z \ C=CHORD \ C.B. =CHORD BEARING 9,� \ L=LENGTH OF CURVE \ O.R.B. =OFFICIAL RECORD BOOK P.C. =POINT OF CURVATURE o \ P.C.C. =POINT OF COMPOUND CURVE UJTHM WILLIAM M t SSAN I \ PG .=PAGE 32-39-22-00000-10M-0DDD1n \ P .O. B=POINT OF BEGINNING \ P. O.C. = POINT OF COMMENCEMENT 12� \ P.T. = POINT OF TANGENCY LL \ R=RADIUS 3 \ R/W=RIGHT- OF-WAY o \ SEC. =SECTION a THIS SKETCH AND DESCRIPTION IS NOT COMPLETE WITHOUT BOTH SHEETS 1 AND - 2 AS CREATED /NOUN R/V£P LO!/A7Y DRAM fff' SECTION 13 SHAT D000rtnwt Of Pub/k WMAT B. ROACH SKETCH AND DESCR/PT/ON OF 1 Engkewft p+f Ab" APPROVED BY: TOWNSHIP 31S PoRJION OF 5380 SAPEET/U £ / 1840 25TH ST, VERO BEACH, PE 32960 D. S/LOA/ RANGE 39E j Amendment To Agreement To Purchase And Sell Real Estate This amendment to the Agreement To Purchase And Sell Real Estate, dated this 24"' day of October, 2007, by and between Waterland Operating Company, LLC, A Florida Limited Liability Company ("Sellers") and Indian River County, a political subdivision of the State of Florida ("County") : Paragraph 6 . 1 is hereby amended as follows : The closing of the transaction contemplated herein ('`Closing" and "Closing Date") shall take place within 10 days following the l ' of January, 2008 . IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above. SELLER: COUNTY: Waterland Operating Company, LLC Indian River County, Florida A Florida Limited Li on. any Board of County Commissioners By: By. ullpan, Jr. Gary C . Wheeler, Chairman Date Signed: 4417/ Date Signed : Attest: J. K. Barton, Clerk By: Deputy Clerk Date Signed : By. seph A. Baird, County Administrator Dat Signed: Approved to orm and egal e ffi ' nc By: nr County Attorney STATE OF FLORIDA COUNTY OF INDIAN RIVER The °regoing instrument was sworno and subscribed before me this 2 � day of ( 52007, by WL1Lt* ti �•n �� �'c)h (tide) who is personally known to me or produced as identification J Stamped Seal w/COIr1rIL590R # sign Name & Expiration Date Notary Public T�OTr1RY PUBLIC-STATE OF .FLM * Robert A. Webb Commission # DD454754 Expires: SEP. 11, 200'= Bonded Thru Adantic Bonding Co, Inc.