HomeMy WebLinkAbout2006-334 • � 1
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AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 21 st of September, 2006 by and between Indian River County, a political
subdivision of the State of Florida ("County"), and Gene R. and Rosemary B . Gagliardi, husband and
wife, ("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 66"' Avenue, Vero Beach, County of Indian River, State
of Florida and more specifically described in Exhibits "A & B " containing approximately 111 ,000
square feet or total of 2 . 56 acres and is composed of 2 parcels. Parcel 1 is 24, 155 square feet of
right-of-way, 0. 56 (see Exhibit "A" parcel 1013) . Parcel 2 is 26,365 square feet of right-of-way,
0 . 61 . (See Exhibit `B" parcel 10) and Stormwater retention with an area of 60,480 square feet or
1 . 39 acres (see Exhibit ` B" parcel 10A). Both parcels are zoned A- 1 , Agricultural, up to 1 unit per
5-acres with a Land Use classification of AG- 1 , 1 unit per 5-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-Twenty-One-Thousand and 00/100 Dollars ($ 221 ,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 .
3 .2 County may order an Ownership and Encumbrance Report with respect to the Property.
County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, 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
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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 of a default by the County, the Seller shall be entitled, as its sole remedy
hereunder, to terminate this Agreement. and neither the Seller nor any other person or party shall
have any claim for specific performance, damages or otherwise against the County.
5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall
be entitled to : (i) terminate this Agreement by written notice delivered to the Seller at or prior to the
Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain
specific performance of the terms and conditions hereof; or (iii) waive the Seller' s default and
proceed to Closing :
6 . Closin¢.
6 . 1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take
place within 45 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) The Seller shall deliver to the County an affidavit, in form acceptable to the County,
certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such
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.
7 . 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.
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
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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 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 Gene R. and Rosemary B . Gagliardi
8525 Waco Way
Vero Beach, Florida 32968 -9114
If to County: Indian River County
184025 1h Street, Vero Beach, FL 32960
Attn : _Ron Callahan/Engineering Division_
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,
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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 .
SELLER: INDIAN RdV.ERC0 ICY,Y. FLORIDA
BOARD . IFCOUNT C 1VIISSIONERS
Name : G ne R. Gagliardi.
13
By: , Artbdr R NdW ef '72ha'
Date Signed:`f gr 2006
Date Signed: '1. Dom'
ATTEST : J.K. Barton, Clerk
Name : Rosemary B . Gagliardi By. N � Q
By: nl� �V, ��� . Deputy Clerk
s✓. � .e
Date Signed: 10 - O
Date Signed : C;Z�7 �W4
Ronald L. Callahan
Real Ee Acquisition Agent Q
By: C"i d' . a„
Date Signed: 9 2 (v d
APPROVED AS TO FORM//
AND L L SUFFIC Y�
"WILLIAM K . D BRAAL
ASSISTANT COUNTY ATTORNEY
4
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TUIX H I H I 1PARCEL 2 per Curler Associates , 10 o 120 0 60 120 1
I Inc . Survey ( See Note 4-) Imo "-u
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Ln Li
CNI GRAPHIC SCALE 1 N o
PARCEL 10A IN FEET 1 �~
ui_ (Separate Instrurnenl ) ( 1 a
21- 1 � 01 inch 120 ft.
Ui
cl GAGLIARDI , GENE R & ROSEMARY B� i �� i 0 u
� i 7 -33-39 -00001 -0090- 00002. 0 s °o PARCEL 1 per Carter Associates , i m
I I I •- v1 Inc . Serve SNote 4 i co
vii (O. R . B. 590 , PG. 2567 ) I y ( See )
I .
I
320 ' i I z `o i ze
-----------1
1
PARCEL 9 PARCEL. 10 PARCEL_ 11
1
Exist . My Line I
_ 66TH AVENUE
PARCEL 10B LEGAL DESCRIPTION Section Line & East Line Tract 9
The West 75 feet of the East 100 feet of the North 322 . 07 feet , NOTES
more of less , of the South 1 /2 of the East 20 acres of Tract 9 , 1 . This sketch and
description is not valid
Section 7 , Township 33 South , Range 39 East , according to the last without the signature and
the original
general plat of the lands of the Indian River Farms Company , recorded raised seal of the Florida
registered
in Plat Book 2 , Page 25 , of the Public Records of St. Lucie County, Surveyor and Mapper named
hereon . N
Florida . 2 . This sketch and description meets or
Containing 24 , 155 square feet , or 0 . 56 acres , more or less . exceeds all applicable requirements of
Now lying in Indian River County , Florida . the Minimum Technical Standards as o
established in Chapter 61G17 - 6 , Florida a
CERTIFICATION LEGEND Administrative Code .
Surveyor and Mapper in responsible charge 3 . This sketch and description and adjoining
Ac . =Acres parcels may be subject to easements , 3
C . = Calculated o
�✓ � '!� �--_ 2�' C�° Inc . = lncor orated restrictions , reservations , or right — of — ways �
p not shown and may be found in the >
David M . Silon P .S. M . Date O . R . B . = Official Record Book Public Records
Florida Registration No . LS 6139 .
Indian River Assistant County Surveyor
Pg . .4 . This sketch and description was prepared w
R/W = Right — of —Way with the benefit of a Boundary Survey
THIS IS NOT A BOUNDARY SURVEY by Carter Associates , Inc . and certified to
Gene Gagliardi on 12 - 17 - 04 . 3
SKETCH TO ACCOMPANY LEGAL DESCRIPTION o
PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
NDIAN RIVER COUNTY ADMINISTRATION BUILDIN /ND/AN RIVER COUNTY IDMWN W. ISECTION 7 SHED
1640 25th STREET B. ROACH SKETCH AND DESCR/PT/ON OF
VERO BEACH, FL 32960 DepOr/lnen/ of Pub//c !Yorks APPROVED BY: TOWNSHIP 335
(772) 567-6000 Engineering D/v/slon D. SIL ON RANGE Tor 66TH AVENUE RAW ACQU/S/T/ON D�
II � ) 120 o so 120HIBIT
�J—
GRAPHIC SCALE
( IN FEET )
1 inch = 120 ft.
PARCEL 10A
LEGAL DESCRIPTION
The West 189 feet of the East 289 feet of
NE R & ROSEMARY B ° rn the South 320 feet of Tract 9 , Section 7 ,
0001 -0090-00002.0 N
rn 590, Pg . 2567) a Township 33 South , Range 39 East , according
/ ° to the last general plat of the lands of the
o h N y Indian River Farms Company, recorded in
1 m Plat Book 2 , Page 25 of the Public Records
° a of St. Lucie County, Florida .
J o Containing 60 , 480 square feet, or 1 . 39 acres ,
C4 more or less.
`ri 353.6'f (C.) z Li Now lying in Indian River County, Florida .
673. 6(t(C.) i
PARr9C, GI iP A R C E L r i 1 0 (Separate Instrument) � � t'AIZCFI
I I AWENUE Existin9Line - - i 1
- - - , - 66TH - - - - -Nrt - - - - - - - - - - - - -R W— -
N
N _ � I- - -
o
Section Line & East Line Tract 9 N
I
NOTES
1 . This sketch and description is not valid 0
CERTIFICATION without the signature and the original a
Surveyor and Mapper in responsible charge LEGEND raised seal of the Florida registered 0
Surveyor and Mapper named hereon .
a yj ]
Ac . —Acres 2 . This sketch and description meets or
9 ' 2b - off C . = Calculated 3
exceeds all applicable requirements of 9
David M . Siion P . S . M . Date s
O . R . B . — Official Record Book the Minimum Technical Standards as �
Florida Registration No . LS 6139 >
Asst . Indian River County Surveyor Pg . = Page established in Chapter 61G17 - 6 , Florida
R/W= Right — of —Way Administrative Code .
3 . This sketch and description and adjoining
parcels may be subject to easements ,
THIS IS NOT A BOUNDARY SURVEY restrictions , reservations , or right — of— ways 3
SKETCH TO ACCOMPANY LEGAL DESCRIPTION not shown and may be found in the
PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT Public Records .
MAN RIVER COUNTY ADMINISTRATION BUILDING /ND/AN RIVER COUNTY DRAWN BY. SECTION 7sHEEI'
1840 25th STREET e. ROACH SKETCH AND DESCRIPTION OF
VERO BEACH, FL 32960 Deoorlinenl of Public Works ARRRovEo a._ TOWNSHIP 335
(772) 567-8000 Engineering Division D. SIL ON RANGE 3gE 56TH AVENUE RIW ACQU/S/T/ON o�
PARCEL 2 per Carter Associates , I ° 0 120 0 so 120 1 .AW.J1
Inc . Survey ( Scc Note 4 )--------------------
IMo
I 320 '
I to LJ
ml I "' GRAPHIC SCALE N
PARCEL 10A
u ( Separate Instrument) I ( IN FEET I o
olm m1r `0 1 inch = 120 ft. I
F- IC � I IF Icy
m10 EI
cl GAGLIARDI , GENE R & ROSEMARY B I I °\..� i ° o
� I I i m 0 PARCEL 1 per Carter Associates , 1 m
I 7 - 33-39 -00001 -0090- 00002. 0 cui o [
NI (O. R . B. 5901 PG . 2567 i i - Inc . Survey ( See Note 4) i � N
320' Z .s. o 2 t,
- ------------------------------------- --
_____________ ____1__
I
PARCEL 9 PARCEL 10H i PARCEL 11
Exist. R�W Line
N _ 66TH AVENUE
PARCEL 10 LEGAL DESCRIPTION Section Line & East Line Tract 9
The West 75 feet of the East 100 feet of the South 351 . 53 feet of NOTES
the South 1 /2 of the East 20 acres of Tract 9 , Section 7 , Township 33 1 . This sketch
and description is not valid
South , Range 39 East, according to the last general plat of the lands without the signature and
the original
of the Indian River Farms Company, recorded in Plat Book 2 , Page 25 , raised seal of the Florida
registered o
of the Public Records of St . Lucie County, Florida . Surveyor and Mapper named hereon . N
Containing 26 , 365 square feet , or 0 . 61 acres , more or less . 2 . This sketch and description meets
or
Now lying in Indian River County, Florida . exceeds all applicable requirements of M
the Minimum Technical Standards as o
established in Chapter 61G17 - 6 , Florida a
CERTIFICATION LEGEND Administrative Code .
Syrveyor nd Mapper in responsible charge 3 . This sketch and description and adjoining
Ac . =Acres
parcels may be subject to easements0
Z 06 C . = Calculated , 3
restrictions , reservations , or right — of — ways
1 Inc . = Incorporated not shown and may be found in the
David M . Silon P . S . M . Date O . R . B . = Official Record Book
Florida Registration No . LS 6139 Public Records . $
Indian River Assistant County Surveyor Pg . — Page 4 . This sketch and description was prepared w
R/W = Right— of — Way with the benefit of a Boundary Survey
THIS IS PJOT A BOUNDARY SURVEY by Carter Associates , Inc . and certified to
Gene Gagliardi on 12 - 17 - 04 . o
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT
NDIAN RIVER COUNTY ADMINISTRATION BUILDIN /ND/AN R/hER COUNTY DRAWN � SECTION 7 sHErr
1640 25th STREET B. ROACH SKETCH AND DESCR/PT/ON OF
VERO BEACH, FL 329fi0 Deoor/rnen/ of Public Works ,wJP D By TOWNSHIP 33S
(772) 567-6000 Engineering Division D. SIL ON RANGE 39£ 66TH AVENUE RIW ACQU/S/T/ON DF