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HomeMy WebLinkAbout2008-414 Ian ► (, / G `6 AL BD . AGREEMENT TO PURCHASE AND SELL ATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 16th day of December , 2008 by and between Indian River County, a political subdivision of the State of Florida ("County") , and Stephen M . Bailey, Irrevocable Trust (" Seller") , who agrees as follows : 1 . Agreement to Purchase and Sell and Grant . 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 26th Street, Vero Beach, FL 32967 county of Indian River, State of Florida and more specifically described in Exhibit "A, " containing approximately 162 , 000 . 0 square feet or 3 . 72 acres, and all improvements thereon, together with all easements , rights and uses now or hereafter belonging thereto . 2 . Purchase Price , Effective Date . The purchase price (the "Purchase Price") for the Property shall be Two-Hundred- Sixty-Thousand-Four-Hundred- and 00/ 100 Dollars ($ 260 ,400 . 00) . The Purchase Price shall be paid on the Closing Date . Additional consideration is being granted in that ; Indian River County agrees to relocate the existing fence and swale next to the new right-of-way line at the expense of the Indian River County. Indian River County also agrees to pay legal fees of $ 3 , 500 . 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 . 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 documents in the Public Records which would affect title to the Property, without the prior written consent of the County . 1 FAEngineering\Robert Webb\26thst\baileypuragree103108 . doc 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 , Closing , 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 . Indian River County will provide all closing documents for this transaction and will record the documents at no cost to Stephen M . . Bailey. All closing costs will be paid by Indian River County. 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 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered by SELLER under the threat and in lieu of condemnation. 2 FAEngineeringaobert Webb\26thst\baileypuragree103108 .doc i 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 : Charles Sullivan, Sr . Esq . Stephen M . Bailey 1620 20th Street Vero Beach, FL 32960 If to County : Indian River County 180127 1h Street, Vero Beach, FL 32960 Attn : Robert Webb , Land Acquisition 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 parry 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 Board of County Commissioners 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 3 FAEngineering\Robert Webb\26thst\baileypuragree103108 . doc 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 . Stephen M . Bailey INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS By : Wesley S . Davis, . Chairman '. Stephen M . Bailey • Date Signed : December 16 . 2008 ate Signed : u - :.o -- h 8 _ ATTEST Mary Lo41se Shejdt; ler*, Ad Intenrn�' r By : Deputy, erk, Date Signed : X�? 7 _ Indian River County AdministratoT Bytiganed : h A . Baird DaL2zj � ��� 7 Approved as to form and Legal Sufficiency : ej Deputy County Attorney 4 F :\Engineering\Robert V;ebb\26thst\baileypuragree103108 . doc SKETCH AND DESCRIPTION SURVEYORS NOTES 1 . UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER THIS DRAWING , SKETCH , PLAT OR MAP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VALID . 2. LANDS SHOWN HEREON WERE NOT ABSTRACTED OR RESEARCHED BY THIS OFFICE FOR RIGHTS— OF— WAY, EASEMENTS OF RECORD, RESERVATIONS, OWNERSHIP , ABANDONMENT, DEED RESTRICTIONS, ZONING REGULATIONS OR SETBACK LINES, LAND USE PLAN DESIGNATION , ADJOINING DEEDS OR MURPHY ACT DEEDS, THIS DESCRIPTION OF PROPOSED RIGHT— OF— WAY: SKETCH IS NOT INTENDED TO DELINEATE WETLANDS, LOCAL AREAS OF CONCERN OR ANY OTHER JURISDICTIONAL DETERMINATION , THE SOUTH 90. 00 FEET OF THE FOLLOWING DESCRIBED PARCEL OF LAND : 3. THIS DESCRIPTION AND SKETCH CONSISTS OF 2 SHEETS AND ONE IS NOT VALID WITHOUT THE OTHER . THE WEST 2/3, LESS THE WEST 1 /3, OF THE SOUTH 1 /2 OF THE SOUTH 1 /2 OF THE SOUTHWEST 1 /4 OF SECTION 36 , 4, THIS EXHIBIT DOES NOT INTEND TO REFLECT OR DETERMINE TOWNSHIP 32 SOUTH , RANGE 38 EAST; AND THE SOUTH 9 . 5 OWNERSHIP . FEET OF THE NORTH 1 /2 OF THE SOUTH 1 /2 OF THE 5. THIS IS NOT A BOUNDARY SURVEY. THIS IS A SKETCH OF SOUTHWEST 1 /4 OF SECTION 36 , TOWNSHIP 32 SOUTH , RANGE DESCRIPTION ONLY. 38 EAST, INDIAN RIVER COUNTY, FLORIDA. 6 . BEARINGS ( IF SHOWN) ARE BASED ON THE NORTH AMERICAN DATUM OF 1983 ADJUSTMENT OF 1990 ( NAD 83/90) FLORIDA STATE PLANE COORDINATES, EAST ZONE ( 901 ) . 7. IMPROVEMENTS AND TREES DEPICTED ON THIS SKETCH ARE FROM PREVIOUS RECORD SURVEYS AND ARE FOR INFORMATIONAL PURPOSES ONLY. IMPROVEMENTS AND TREES HAVE NOT BEEN FIELD VERIFIED FOR THE PURPOSES OF THIS SKETCH OF DESCRIPTION . 8. DESCRIPTION SHOWN HEREON PER OWNERSHIP AND ENCUMBRANCE REPORT ISSUED BY ATLANTIC COASTAL TITLE CORPORATION , FILE NUMBER 27076148, DATED JUNE 140 2007. ( REFERENCE WARRANTY DEED RECORDED IN OFFICIAL RECORDS BOOK 849, PAGE 0023) CERTIFIED TO: : INDIAN RIVER COUNTY INDIAN RIVER ESTATES STEVEN M . BAILEY LUCIA H . BAILEY EXHIBIT B . SHEET 1 OF 2 PROJ. NO. Q6 CARTER ASSOCIATES INC . 07-489S DAVID E . LUET JE , P . S. M . SIGNATURE DATE CONSULTING ENGINEERS AND LAND SURVEYORS DWG. FLORIDA LICENSE No. 5728 Isas7A CARTER ASSOCIATES, INC. L. B . 205 1708 21ST STREET 772- 562-4191 (TEL) SHEET VERO BEACH, FLORIDA 32960 - 3472 772 - 562 - 7180 (FAX) I OF 2 SKETCH AND DESCRIPTION Lu Of 13 I I 3 NQ THE WEST 1 /3 a I —� ��aI1rz I I— L) Z K z En a 9� y 0 I THE WEST 1 /3 OF THE SOUTH 1 /2 OF THE SOUTH 1 /2 a p T I a I OF THE SOUTHWEST 1 /4 OF SECTION 36 N • i a r STEPHEN M. BAILEY do LUCIA H. BAILEY, HIS WIFE m 75' - - 75' PARCEL ID NUMBER: 32-38- 36- 00000-5000-00004.0 00 N z < w OFFICIAL RECORDS BOOK 674, PAGE 0855 a rR THE SOUTH 90 FEET OF THE I SOUTH BOUNDARY OF I Z I WEST 1 /3 OF THE SOUTH SEBASTIAN RIVER WATER 1 2 OF THE SOUTH 1 2 OF PROPOSED NORTH RIW LINE i I `4 / / CONTROL DISTRICT THE SW 1 /4 OF SECTION 36 26TH STREET (WALKER AVENUE) APPROXIMATE LOCATION OF MARL ROAD INA. Y'r—� Y ^l :—_^f�Y � Y'—Y _'^! y'_" OZ —..x o A NOBRi SIN � _ n APPROXIMATE LOCATION OF CANAL o -+ TRIP, 33 S, RNC. 36 E l W p � Q 45' RIGHT OF WAY PER PLAT p W Z p . a j I a = OF WILDWOOD SUBDIVISION PER INDIAN RIVER FARMS WATER CONTROL DISTRICT z (o PLAT BOOK 8, PAGE 76 "NORTH DIKE AND DITCHo " F < ! C4. < ! NORTH LINE TRACT 4 100 ' WIDE RIGHT— OF— WAY (P. 8. 1 . 2, PAGE 25, PUBLIC RECORDS OF ST. LUCUE --I 30' COUNTY, FLORIDA . SAID LAND NOW LYING AND BEING r1 30' IN INDIAN RIVER COUNTY, FLORIDA) . f ' 60' ORIGINAL RIGHT OF WAY PER I. R. F. D. D. (I. R. F. W. C. D. ) WILDWOOD SUBDIVISION B I PLEGEND: I I . . I. 08 - 076 I TWP . = TOWNSHIP GRAPHIC SCALE R /W = RIGHTEOF WAY ID. = IDENTIFICATION 200 0 100 200 400 600 P . B . I . = PLAT BOOK INDEX I . R . F. D. D. = INDIAN RIVER FARMS DRAINAGE DISTRICT I . R . F. W. C. D. = INDIAN RIVER FARMS ( IN FEET ) WATER CONTROL 1 inch = 200 ft. DISTRICT EXHIBIT A , SHEET 2 OF 2 r4 CARTER ASSOCIATES INC . o�4B9° CONSULTING ENGINEERS AND LAND SURVEYORS DWG. NO. 18357AA 1708 21ST STREET 772- 562 -4191 (TEL) SHEET VERO BEACH, FLORIDA 32960 - 3472 772 - 562 - 7180 (FAX) 2 OF 2 SKETCH AND DESCRIPTION SURVEYORS NOTES 1 . UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER THIS DRAWING, SKETCH , PLAT OR MAP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VALID , 2, LANDS SHOWN HEREON WERE NOT ABSTRACTED OR RESEARCHED BY THIS OFFICE FOR RIGHTS- OF- WAY, EASEMENTS OF RECORD, RESERVATIONS, OWNERSHIP, ABANDONMENT, DEED RESTRICTIONS, ZONING REGULATIONS OR SETBACK LINES, LAND USE PLAN DESCRIPTION OF PROPOSE RIGHT OF WAY DESIGNATION , ADJOINING DEEDS OR MURPHY ACT DEEDS. THIS - SKETCH IS NOT INTENDED TO DELINEATE WETLANDS, LOCAL AREAS THE SOUTH 90. 00 FEET OF THE FOLLOWING DESCRIBED PARCEL OF CONCERN OR ANY OTHER JURISDICTIONAL DETERMINATION . OF LAND : 3. THIS DESCRIPTION AND SKETCH CONSISTS OF 2 SHEETS AND ONE THE WEST 1 /3 OF THE SOUTH 1 /2 OF THE SOUTH 1 /2 OF THE IS NOT VALID WITHOUT THE OTHER . SOUTHWEST 1 /4 OF SECTION 36 , TOWNSHIP 32 SOUTH , RANGE 4. THIS EXHIBIT DOES NOT INTEND TO REFLECT OR DETERMINE 38 EAST; AND THE SOUTH 9. 5 FEET OF THE NORTH 1 /2 OF OWNERSHIP , THE SOUTH 1 /2 OF THE SOUTHWEST 1 /4 OF SECTION 36, TOWNSHIP 32 SOUTH , RANGE 38 EAST, INDIAN RIVER COUNTY, 5. THIS IS NOT A BOUNDARY SURVEY. THIS IS A SKETCH OF FLORIDA. DESCRIPTION ONLY. 6. BEARINGS (IF SHOWN ) ARE BASED ON THE NORTH AMERICAN DATUM OF 1983 ADJUSTMENT OF 1990 (NAD 83/90) FLORIDA STATE PLANE COORDINATES, EAST ZONE ( 901 ). 7. IMPROVEMENTS AND TREES DEPICTED ON THIS SKETCH ARE FROM PREVIOUS RECORD SURVEYS AND ARE FOR INFORMATIONAL PURPOSES ONLY. IMPROVEMENTS AND TREES HAVE NOT BEEN FIELD VERIFIED FOR THE PURPOSES OF THIS SKETCH OF DESCRIPTION . 8. DESCRIPTION SHOWN HEREON PER OWNERSHIP AND ENCUMBRANCE REPORT ISSUED BY ATLANTIC COASTAL TITLE CORPORATION, FILE NUMBER 27076147, DATED JUNE 149 2007. ( REFERENCE WARRANTY CERTIFIED TO: : DEED RECORDED IN OFFICIAL RECORDS BOOK 674, PAGE 0855) INDIAN RIVER COUNTY INDIAN RIVER ESTATES STEVEN M . BAILEY LUCIA H . BAILEY EXHIBIT A , SHEET 1 OF 2 c 08 1 CARTER ASSOCIATES , INC PROD. NO. 07-4895S DAVID E. ETP . S. M . SIGN TU DATE ONSULTING ENGINEERS AND LAND SURVEYORS DWG. Na. • FLORIDAA LICENSE No. 5728 LSHEET 7A CARTER ASSOCIATES, INC. L. B . 205 1708 21ST STREET 772 - 562 -4191 (TEL) VERO BEACH, FLORIDA 32960 - 3472 772- 562- 7180 (FAX) 2 SKETCH AND DESCRIP LLJ a I ' TION fv ' I � WW3 'r Z o I LESS THE WEST 1 /3 _> cc L) a K Jr a Q p T U Z 2/3 -+ a a WEST THE SOUTH 1 /2 OF THOFTHE So SOUTHWE1 /q2p FSECTION 36 m pf � 75 - 75 uWi o a j I THE WEST 2/30 LESS THE WEST 1 /3, OF THE SOUTH 1/2 OF c � I a THE SOUTH 1 /2 OF THE SOUTHWEST 1 /4 OF SECTION 36 ! '---1 J a I� STEPHEN M. BAILEY REVOCABLE TRUST THE SOUTH 90 FEET PARCEL ID NUMBER: 32-38-36-00000-5000-00003,0 I C� THE OFFICIAL RECORDS BOOK 849, PAGE 0023 I z � WEST 2/3, LESS THE W1;5T 1/3 m OF THE SOUTH 1 /2 0�j THE SOUTH BOUNDARY OF SOUTH 1 /2 OF THE SO. WEST SEBASTIAN RIVER WATER ' 1/4 OF SECTION CONTROL DISTRICT PROPOSED NORTH R/W LINE 26TH EET PROXIMATE LOCATION WALKER MARL E) �a SOUTH UNE SEC71ON 38Tum. 32 Is RNGL 3B ROAD a Fee O x fE� w — _ _ eSE — APPROXIMATE LOCATION OF CANAL o 111P. 33 S,a RNG 38 E < _ 0 45' RIGHT OF WAY PER PLAT = I a = OF WILDWOOD SUBDIVISION PER INDIAN RIVE � � I Z ( I PLAT BOOK Be PAGE 76CNI R FII WATER CONTROL DISTRICT . i ANDCH " NORTH LINE TRACT 4 100 'RTH WIDEI KE RIGHTDOF-TWAY 30 (P. RECORDS OF ST. LUCUE B. I. 2, PAGE 25, PUBLIC t3'09 COUNTY, FLORIDA . SAID LAND NOW LYING AND BEI x, 60' ORIGINAL RIGHT OF WAY PER IN INDIAN RIVER COUNTY, FLORIDA), NG I I. R. F. D. D. (I. R. F. W. C. D. ) I l l i WILDWOOD SUBDIVISION I PeB. L 08 - 076 L G ND : GRAPHIC SCALE RNG.NG, = TOWNSHIP = RANGE 200 0 100 2D0 R/W = RIGHT OF WAY 400 ID. = IDENTIFICATION Boo P. B. I . = PLAT BOOK INDEX I . R . F. D. D. = INDIAN RIVER FARMS I . R . F. W. C. D. INDIANRIVER FARMS DRAINAGE DISTRICT IN FEET 1 inch WATER CONTROL = 200 ft. DISTRICT EXHIBIT B, SHEET 2 OF 2 z +ARIIITER ASSOCIATES INC . RIIJ, S NSULTING ENGINEERS 1708 21ST STREETAND LAND SURVEYORS NO.DWG. ' r18357A VERO BEACH , FLORIDA 32960 - 3472 772 - 562 -4191 S 772 - 562 - 7180 ` X1 2HOF z