HomeMy WebLinkAbout2008-001BAGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN
FREDERICK AND FLORENCE VAN ANTWERP AND INDIAN RIVER CO.
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 8th day of January , 2008, by and between Indian
River County, a political subdivision of the State of Florida ("the County'), and Frederick
and Florence Van Antwerp ("Seller"), who agree as follows:
WHEREAS, Frederick and Florence Van Antwerp own property located at4805 66th
Avenue, Vero Beach, Florida. A sketch and legal description of the property is attached to
this agreement as Exhibit "A" and incorporated by reference herein; and
WHEREAS, the County, is scheduled to expand 66th Avenue in the near future and
the road expansion will impact and affect the Van Antwerp's property; and
WHEREAS, in order for the County to proceed with its road expansion plans, the
County needs to purchase property to be used as right-of-way from landowners adjacent to
66th Avenue; and
WHEREAS, the County has contacted Seller and has offered to purchase a 20,996
square foot (.482 acre) parcel, of property from the Van Antwerp's to be used as right-of-
way as depicted on Exhibit "A" (the Property); and
WHEREAS, the Van Antwerps are represented by Raymer F. Maguire III of the law
firm of Fixel, Maguire & Willis, 1010 Executive Center Drive, Suite 121, Orlando, Florida;
and
WHEREAS, the County is prepared to take the Property by using its power of
eminent domain; and
WHEREAS, the Van Antwerps and the County wish to avoid the risk, time and
expense of litigation by entering into this agreement for sale and purchase of the Property;
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises,
covenants and premises hereinafter, the COUNTY and SELLER agree as follows:
1. Recitals. The above recitals are affirmed as being true and correct and are
incorporated herein
2. 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 4805 66th Avenue,
Vero Beach, Florida and more specifically described in the sketch and legal description
attached as Exhibit "A", containing approximately .482 acres, and all improvements
thereon, together with all easements, rights and uses now or hereafter belonging thereto
(collectively, the "Property").
2.1 Purchase Price Effective Date. The purchase price ("Purchase Price") for the
Property shall be established by an appraisal to be performed by an M.A.I. appraiser within
All Real Estate Appraisals who is mutually agreed upon by the parties pursuant to the
terms of the letter dated November 13, 2007 from Robert K. Babcock, MAI to attorney
William K. DeBraal attached as Exhibit "B". Upon receipt of the Appraiser's Final Report,
the County shall pay and Seller shall accept the appraised value of the Property as the
Purchase and Sale price of the Property. 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 documents in the Public Records which would affect title to the Property, without the
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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 priorto 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 45 days following the receipt of the Appraiser's Final Report. 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 orforeign entity, Seller shall deliverto 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.
U 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.
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.
7.1.4 Engineering costs incurred by Seller not to exceed $1,000.00. The costs shall be
paid directly to the engineering firm.
7.1.5 Attorney's fees and costs of $ 4,000.00 or 7% of the purchase price, which ever is
greater.
7.1.6 Appraisal fees negotiated with All Real Estate Appraisals.
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
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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: Frederick and Florence Van Antwerp
6285 815` Street
Vero Beach, FL. 32967
If to Seller's Attorney: Raymer Maguire, III
Fixel, Maguire & Willis
1010 Executive Center Dr.
Suite 121
Orlando, FL 32803
If to County: Indian River County
1840 25th Street
Vero Beach, FL. 32960
Attn: Land Acquisition/Pamela Stewart
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 forthe 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.
8.11 Grandfather Clause: The County agrees to allow Seller to use the remainder of
Seller's property, even though it is less than 5 acres, to construct a dwelling unit as
stipulated in the letter dated November 28, 2007 from William K. DeBraal to Seller,
attached as Exhibit "C".
9. Lease -back: The County shall execute and deliver to Seller a lease of the
Property at the Closing. The term of the lease shall begin the day of the Closing and
end thirty (30) days prior to the County's start date on construction of 66`h Avenue on
the Property, but in no event sooner than one (1) year after the Closing. The lease
payment shall be one dollar ($1.00) per year.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
SELLER:
By: i�
ederick Van Antwerp
Date Signed:
lorence Van Antwer
Date Signed:
INDIAN RIVMCG P-NTY, FLORIDA
BOARD''OF COUNlrq�f6'OMMISSIONERS
By x��—/tip
Andra L. Bawderi, Chairman
Date Signed: Jabbary 8. 2008
Attest: J. K. Barton, Clerk
By *. 2k, P�6? ��
Deputy Clerk
Date Signed: \ — \o - o g
Approved as to fo m and legal sufficiency:
AilliamK. DeBraal
Deputy County Attorney
SKETCH TO ACCOMPANY DESCRIPTION,
THIS IS NOT A SURVEY!
LOCATION MAP: NOT TO SCALE
LEGAL DESCRIPTION: PARCEL 111
OWNERS:
FREDERICK W. &
FLORENCE E. ANTWERP
A PORTION OF LAND BEING THE EAST 112.00 FEET OF THAT PARCEL OF LAID DESCRIBED IN OFFICIAL
RECORDS BOOK 807, PAGE 2847, PUBLIC RECORDS, INDIAN RIVER COUNTY, FLORIDA, SAID PARCEL LYING
WITHIN TRACT 9, INDIAN RIVER FARMS CO, PLAT OF LANDS, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 2, PAGE 25, PUBLIC RECORDS, SAINT LUCIE COUNTY, FLORIDA,
ALL SAID LANDS LYING WITHIN SECTION 19, TOWNSHIP 32 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY,
FLORIDA.
CONTAINING 20,997 SQUARE FEET OR 0.48 ACRES, MORE OR LESS
ALL BEARINGS SHOWN HEREON ARE BASED ON THE EAST LINE OF SECTION 19, TOWNSHIP 32 SOUTH, RANGE
39 EAST, PALM BEACH COUNTY, FLORIDA, SAID LINE IS ASSUMED TO BEAR NORTH 00'06'10' EAST,
SUBJECT TO EASEMENTS, RESTRICTIONS AND RIGHTS—OF—WAY OF RECORD.
CERTIFICATION:
I HEREBY CERTIFY THAT THE DESCRIPTION AND ATTACHED SKETCH OF DESCRIPTION WERE PREPARED IN ACCORDANCE
WITH THE SURVEYING STANDARDS, CHAPTER 61G17-6, FLORIDA ADMINISTRATIVE CODE, AS SET FORTE{ BY THE FLORIDA
BOARD OF PROFESSIONAL SURVEYORS & MAPPERS, PURSUANT TO SECTION 472.027, FLORIDA STATUTES, AND IS TRUE
AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. UNLESS R BEARS THE SIGNATURE AND THE ORIGINAL
RAISED SEAL OFA FLORIDA LICENSED SURVEYOR AND MAPPER, THIS LEGAL DESCRIPTION AND SKETCH IS FOR
:tNFORMATIO URPOSES ONLY AND IS NOT VALID. NOTE: THIS IS NOT A SKETCH OF SURVEY, BUT ONLY A
GRAPHIC DEPICTION OF THE DESCRIPTION SHOWN HEREON.
THERE HAS BEEN NO FIELD WORK, VIEWING OF THE
PE Cl WHITE SUBJECT PROPERTY, OR MONUMENTS SET IN CONNECTION
PRO 5SKINAL LAND SURVEYOR AND MAPPER WITH THE PREPARATION OF THE INFORMATION SHOWN
HEREON, NOTE: LANDS SHOWN HEREON WERE NOT
LICENSE NO. 4213, STATE OF FLORIDA ABSTRACTED FOR RESTRICTIONS, RIGHTS—OF—WAY AND
DATE: 1/15/07 EASEMENTS OF RECORD.
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SKETCH TO ACCOMPANY DESCRIPTION.
THIS IS NOT A SURVEY!
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November 13, 2007
Indian River County
1840 25th Street
Vero Beach, FL 32960-3328
Attn.: Mr. William K. DeBraal, Esquire
RE: Fee proposal for Frederick Van Antwerp, 4805 661h Avenue, Vero Beach, FL 32967
Dear Attorney DeBraal:
All Real Estate Appraisals is pleased to offer a fee proposal to provide appraisal services relating to the
above referenced property. Based upon discussions with Raymer F. Maguire, Ill, Esquire, the anticipated
compensation is to be predicated upon appraisal evidence supporting:
The market value of the land. and contributory value of improvements, acquired for the
roadway improvement, along with an analysis of potential severance damages, if any,
resulting from the proposed acquisition.
This firm would provide evidence to support the land value and estimated contributory value of
improvements within the proposed right of way acquisifion. It is noted that the existing single family
residence is situated along 66'" Avenue, apparently within the area of acquisition. The remainder tract
may lack sufficient depth for future residential development at values evidenced prior to the acquisition.
The fee to provide appraisal services for this property would be $5,500.
Field survey stakes (as in the (as in the Kahn property) would be of significant assistance is preparation
of this appraisal. if this is acceptable, we will coordinate a detailed field inspection of the property with the
survey with your office and the owner. This inspection would likely be In mid-December.
We understand that time is of the essence in this situation and would provide delivery of the completed
appraisal within six weeks from the date of authorization.
if you have any questions, please contact me at your convenience.
Sincerely,
ALL
REAL ESTATE APPRAISALS
Robert K. Babcock, MAI
State -Certified General Appraiser RZ 990
Appraisers * Consultants * 0
Drive,lolo Executive Center
Orlando,:0 — '=;I
Phone: 407,895.9999 Fax: 407.895-9998�.IT
iii:
BOARD OF COUNTY COMMISSIONERS
OFFICE OF COUNTY ATTORNEY
Welham G. Collins II, County Attorney
Wilham K. DCBraal, Deputy County Attorney
Manan h. Fell, Assistant County Attorney
George A. Glenn, Assistant County Attorney
November 28, 2007
Frederick Van Antwerp
4805 66th Avenue
Vero Beach, FL 32967
RE: Purchase of necessary right-of-way for 661h Avenue
and remainder parcel use
Dear Mr. Van Antwerp:
As you know, the County is considering purchase of a portion of your property for
improvements to 661h Avenue. The County does not need to purchase all of your
property and it is anticipated that the remaining parcel will be less than five acres
while the applicable zoning in your case is "agricultural° with a limit of 1 dwelling
unit per 5 acres.
In a case such as yours where the County is going to acquire your property for
right-of-way under the threat of eminent domain, the County will allow you to use
the remainder of your property, even though it is less than 5 acres, to construct a
dwelling unit. This legal non -conforming or "grandfathered" use will run with the
land and be available to future land owners. If you have any questions
concerning this matter, please do not hesitate to contact me.
Sincerely yours,
William K. DeBraal
Deputy County Attorney
WKDJsw
EXHIBIT
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1801 2711, Street, Vero Beach, Florida 32960-3365 - (772) 226-1424 - Fax (772) 569-4317
ircaTtorncy@ircgov.com