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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 1st day of September, 2011 by and between PNC Bank,
National Association , successor in interest to National City Bank (" Seller") and Indian River
County, a political subdivision of the State of Florida (" County") , 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 1700 Highway AIA, Vero Beach,
County of Indian River , State of Florida and more specifically described in Exhibit "A"
containing approximately ( . 0025 acres , more or less or 108 square feet) and all other
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 Thousand Four Hundred Eighty Four Dollars & 00/100 ($ 2 ,484 . 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 quit claim title to the Property to the County by quit claim
deed,
subject to all claims , liens , easements and encumbrances of record or known to Seller, including
but not limited to the liens , easements , and encumbrances listed on Exhibit " C" if attached,
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 (collectively , the
"Permitted Encumbrances") ,
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 which are not Permitted Encumbrances . 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 commercially
reasonable 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 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, subject to all of the Permitted
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 To the best of Seller ' s knowledge , 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 .
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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 ; (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 quit claim deed conveying Seller ' s
interest in the Property, subject to the Permitted 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 ) 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 .
(d) 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 . Pro -rations . 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 . If the Closing Date occurs during the time interval commencing on November 2
and ending on December 31 , Seller shall pay all current real estate taxes and special assessments
levied against the Property , prorated based on the "due date" of such taxes established by the
taxing authority having jurisdiction over the Property . If the Closing Date occurs between
January 1 and November 1 , the Seller shall , in accordance with Florida Statutes Section 196 . 295 ,
pay an amount equal to the current real estate taxes and assessments , prorated to the Closing
Date .
8 . 0 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 .
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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, as follows :
If to Seller : Sharmaine Muse
PNC Bank Realty Services
620 Liberty Avenue
19th Floor
Pittsburgh, PA 15222
If to County : Indian River County
1801 27th Street, Vero Beach, FL 32960
Vero Beach, FL 32960
Attn : Chris Mora, Director of Public Works
Either party may change the information above by giving written notice of such change as
provided in this paragraph.
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 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 Repair of Damage : County shall promptly repair any damage to the property caused by
County or its agents , employees , representatives , contractors , or subcontractors during such
inspection, testing , sampling and/or evaluation . To the extent allowed by law, County agrees to
indemnify , defend and hold Seller, its subsidiaries , affiliates , and their respective officers ,
directors and employees , harmless of, and from any claim , proceeding , suit, damage , liability,
loss , cost, charge or expense or any other liability of every nature , kind and description
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whatsoever (including , without limitation, reasonable attorney ' s fees and expenses ) incurred or
suffered by any of the foregoing entities or persons by reason of, or resulting from or arising out
of any activity including , without limitation, test, inspections , studies and/or investigations
performed or caused to be performed by County on the property . This indemnification shall
survive the termination of this Agreement and the Closing .
8 . 12 Existing Signage : Indian River County, PNC Bank, National Association, and The City
of Vero Beach as incorporated by Exhibit B (The Parties) agree that the property subject to this
agreement lies within the limits and jurisdiction of the City of Vero Beach and is being
purchased, by Indian River County, under the threat of eminent domain, and for the purpose of a
County improvement project. The Parties further agree that the existing sign . , as referenced
within Exhibit B , is , as of the date of this agreement, in compliance with the front yard setback
requirements of section 62 . 38 of the City of Vero Beach land development regulations . The
parties agree that, as a result of this purchase , the existing sign will no longer meet the setback
requirements of the City Code . However, pursuant to section 64 . 29 of the City ' s land
development regulations , the sign will be deemed by all parties a legal non-conforming sign as
to the front yard setback requirements of said section 62 . 38 and will remain in its current
location. The parties also agree that Indian River County has no jurisdiction over the purchased
property and/or existing sign and as such has no legal or other right to move , remove , or alter
said sign in any way , now or at any time in the future . Exhibit B is attached and incorporated by
reference herein .
9 . 2 Except as expressly set forth in this Agreement or in the documents to be delivered at
Closing , Seller hereby expressly disclaims any and all warranties express or implied, relating in
any way to the property, including, without limitation, and warranty provided for under statutory
or common law or the uniform commercial code , including but not limited to warranties of
merchantability and fitness for a particular purpose . Both County and Seller are acting at arm ' s
length to protect their own interests , and both County and Seller shall use their own independent
business judgment concerning the sale and purchase of the property . County has completed to its
satisfaction (or shall have completed by the Closing Date) , all investigations , inspections and
tests which County deems necessary in its sole discretion to determine , among other things : (i )
the condition of the property, including but not limited to , the soil condition of the property, the
existence of any environmental condition, and the existence of patent or latent defects in
construction of any improvements on the property ; (11) the condition of title to the property ,
including but not limited to , the status of all leases of the property ; (III) the status of all building
code , zoning and other applicable governmental requirements of whatever kind regarding the
property or any intended use of the property , including , without limitation, the status of any
permit, application, license , approval , certificate or other intangible right of whatever kind
regarding the property ; and (iv) the status and effect of all recorded covenants and restrictions
relating to the property , it being agreed as set forth above that the Seller shall give no warranty
and make no representation regarding such matters . County acknowledges that it agrees to
accept conveyance of the property at Closing in its " as-is where is" condition as of the Closing
Date , solely based upon its reliance on its own investigations , inspections and judgment. The
Property will be delivered at the time of delivery of the deed in the same condition as they now
are , reasonable wear and tear excepted .
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IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date
first set forth above .
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INDIAN RIVER COUNTY, FLORIDA ```;�/�, 0408"9006 ' BANK, NATIONAL ASSOCIATION
BOARD OF COUNTY COMMISSIONER S''••RcoUpfVf�YI :
Cary C . Wh eler , Chairman Sharmaine Muse , Officer
Approved by BCC January 10 , 2012
( Printed name and title )
ATTEST :
Jeffrey
-�K . �Barton , Clerk of Circuit Court Witnessed by
Deputy Clerk ( Printed name )
Approved :
Vol 0 .gf%1 J; CU rootJ
seph A . gird , County Adm ( nistrator ( Signature )
Approved as to Form an PLegal Sufficiency :
County Attorney
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500 LP � LPTRACT ° A„
PELICAN COVE i
P.B. 3, I
-� PG. 75 i
94 � m
O,. N, �83� SOUTHERLY UNE
_ TRACT "A"
S8936`4*3" W
NORTHERLY WRAYYLINIEHT
P. O. Be 15. 00 GRAPHIC SCALE
S.W. CORNER ° is a°
TRACT "A "
17th STREET ( IN FEET
CAUSEWAY BLVD, (PLAT) 1 inch = 30 fL
LEGAL DESCRIPTION
ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING
A PORTION OF TRACT "A", PELICAN COVE, ACCORDING TO THE PLAT THEREOF, AS
RECORDED IN PLAT BOOK 3, PAGE 75 , OF THE PUBLIC RECORDS OF INDIAN RIVER
COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS, TO WIT;
BEGINNING AT THE SOUTHWEST CORNER OF SAID TRACT " A" ,
THENCE, BEARING NORTH 17'13' 52" WEST, ALONG THE EASTERLY RIGHT OF WAY
UNE OF STATE ROAD A-1 — A AND THE WESTERLY LINE DF SAID TRACT " A", A
DISTANCE OF 15.00 FEET TO A POINT;
$ THENCE, LEAVING SAID EASTERLY RIGHT OF WAY LINE AND SAID WESTERLY LINE OF
3 TRACT " A" , BEARING SOUTH 53448'32" EAST, A DISTANCE OF 24. 09 FEET TO A
POINT ON THE SOUTH LINE OF SAID TRACT " A" AND THE NORTHERLY RIGHT OF
WAY LUNE OF 17TH STREET (CAUSEWAY. BOULEVARD);
THENCE, BEARING SOUTH 89'36' 48" WEST, ALONG SAID NORTHERLY RIGHT OF WAY
UNE AND SAID SOUTHERLY LINE OF TRACT " A" , A DISTANCE OF 15, 00 FEET TO
THE POINT OF BEGINNING.
S
THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 108 SQUARE FEET OR
aw 0.003 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND
RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE.
NOTES
gR t . . THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION
PROCESSES.
2 THE BEARING BASE FOR THIS SKETCH AND LEGAL DESCRIPTION 15 THE EASTERLY RIGHT OF WAY UNE
STATE ROAD A—i — A. SAID LINE BEARS NORTH 1713652" WEST.
3. THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY.
REVISED DEDICATION PARCEL — 8 /2/07 — PCS
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EXHIBIT B
March 4 , 2011
Ms . Sharmaine Muse , JD , MBA
Contract, Easement, Bond Disposition
PNC Realty Services
Two PNC Plaza
620 Liberty Avenue , 19th Floor
Pittsburgh, Pennsylvania 15222
Subject : 1700 Alm, 1 - A — Allowance of Compliance and Continuation of the Use of a
Freestanding Sign located at the intersection of AIA and 17th Street in the City of Vero
Beach and currently owned by PNC Bank, National Association .
Dear Ms . Muse :
This letter is in response to your request for written confirmation that the freestanding
sign , as referenced above ("the sign") , is in compliance with the City of Vero Beach
Code of Ordinances and all other applicable laws and ordinances and will remain as is
following execution of the Agreement to Purchase and Sell Real Estate as between PNC
Bank , National Association, successor by merger to National City Bank and Indian River
County dated September 1 , 2011 .
History :
When the above-referenced sign was first approved Vero Beach, it met zoning
regulations . Following a taking of land by Indian River County (contracted by an
Agreement to Purchase and Sell Real Estate as between PNC Bank, National Association,
successor by merger to National City Bank and Indian River County dated September 1 ,
2011 , the sign will not meet setback requirements as governed by Section 62 - 38 of the
Code of Ordinances which requires a 10 ' front yard setback. However, Section 64 .29 -
Nonconformities resulting from exercise of the power of eminent domain, provides
the following :
Any lot or parcel of land, or structure or other improvement located
thereon, that is made nonconforming with the land development
regulations of the city, part III of this Code, on or after May 1 , 2009, as
a result of eminent domain proceedings instituted by the city or other
condemning authority, or through voluntary conveyance by such lot or
parcel owner in lieu of formal eminent domain proceedings, shall be
deemed to be conforming for all purposes under the land development
regulations of the city without the necessityfor a variance, but only to
the extent that such lot, parcel, structure, or other improvement was
otherwise conforming to said regulations at the time of such eminent
domain or voluntary conveyance and only so long as any such
nonconformity is Not expanded, increased, or enlarged in any manner.
Any structure or site improvement subject to this section may be
rebuilt, relocated, reconstructed, expanded or enlarged so long as such
rebuilding, relocation, reconstruction, expansion or enlargement does
not further expand, increase, or enlarge the nonconformity.
CERTIFICATION :
This is to certify that it is the official interpretation and opinion of the undersigned
official of the City of Vero Beach that the subject sign owned by PNC Bank, N . A . which
is referenced within this document and within certain attachments is currently in
compliance with the front yard setback requirements of section 62 . 38 of the City ' s land
development regulations , and will be deemed as conforming to the front yard setback
requirements of said section 62 . 38 , pursuant to section 64 . 29 of the City ' s land
development regulations , at any such time that the portion of the owners front yard
property , referenced in the aforementioned Agreement to Purchase and Sell Real Estate
referred to in this document, is taken by any condemning authority pursuant to eminent
domain or voluntarily conveyed in lieu thereof. The undersigned official of the City of
Vero Beach, Florida hereby renders the official foregoing interpretation of the land
development regulations of the City pursuant to the authority vested in said official
pursuant to section 65 . 060 ) of the Code of the City of Vero Beach, Florida.
L e F FLORIDA
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ISS/0 � Ia RIVER couNTt
Sincerely , .•��� • tiF? IS TO CERTIFY THATTHIS IS
to fpf RUE AND CORRECT COPY OF
•, * ; F ORIGINAL ON FILE IN THIS
I HGE
* �
JEFFREY K . BARTON , CLERK
Timothy McGarry , AICP
Director of Planning and Development •.
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