HomeMy WebLinkAbout2013-187 q / / 7 C
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13 . E
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
SCHACHT & COMPANY , INC .
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 17thday of september , 2013 , by and between
Indian River County , a political subdivision of the State of Florida ("the County") , whose
address is 1801 27th Street , Vero Beach , FL 32966 and Schacht & Company , Inc , a
Florida Corporation , (" Seller") whose address is 610012th Street , Vero Beach , Florida who
agree as follows :
WHEREAS , Schacht & Company , Inc . owns property located at 4th Street , Vero
Beach , Florida . Legal descriptions of the properties are attached to this agreement as
Exhibit "A" incorporated by reference herein ; and
WHEREAS , the County , purchased 2 . 8 acres of property from Seller in 2009 in
order to construct a stormwater pond for 66th Avenue Project in its expanded condition . A
copy of a sketch and legal description of the property purchased is attached as Exhibit " B "
incorporated by reference herein ; and
WHEREAS, Seller was a willing seller, cooperating with the County in the purchase
and sale of the property in this arm ' s length transaction ; and
WHEREAS , entire parcel before extracting the pond site was 3 . 30 acres in size ,
zoned A- 1 , Agricultural , up to 1 unit per 5 acres . Even though the parcel was less than
200 , 000 square feet in size , a single family residence would have been permitted on the
original parcel ; and
WHEREAS , after extracting the pond parcel , Seller is left with a remainder parcel of
approximately 0 . 50 acres or 21 , 780 square feet. As the remainder parcel was created in
2009 after zoning laws came into effect, the remainder parcel is unbuildable in its current
state . Also , the current configuration of the pond parcel and remainder parcel causes the
remainder parcel to be landlocked with no legal ingress or egress ; and
WHEREAS , Seller has contacted the County and has offered to sell the remainder
parcel of approximately 0 . 50 acres of property to be used in the future for possible pond
expansion ; and
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
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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 parcels of real property located on 4th Street , Vero
Beach , Florida and more specifically described in the sketch and legal description attached
as Exhibit "A" , fee simple , containing approximately0 . 50 acres ( 21 , 780 square feet) to be
used as a future pond site , 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 $22 , 433 .40 (Twenty-Two Thousand Four Hundred Thirty Three Dollars
and forty cents) . 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
2
no documents in the Public Records which would affect title to the Property, without the
prior written consent of the County .
4 . 3 . 1 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 45 days following the execution of the contract by the Chairman of
the Board of County Commissioners . 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) 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 .
(c) 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 .
(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 .
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)
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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 . 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 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 . 3 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: Schacht & Company , Inc
610012 th Street
Vero Beach , FL 32966
4
If to County: Indian River County
1801 27th Street
Vero Beach , FL . 32960
Attn : Land Acquisition/Louise Gates
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 maybe 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 Relocation of Personal Property: Sellers shall be responsible for contracting to have
personal property within proposed right-of-way relocated before closing of this purchase .
5
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the
date first set forth above .
INDIAN RIVER COUNTY, FLORIDA Schacht & Company , Inc.
BOARD OF COUNTY COMMISSIONERS
L l 910-l.3 *
Jo h Flescher, Chairman is C . Schacht, VD Date
unuununuu
a+n`y COMMIS " '
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Approved by BCC Sept embe � 2013 0✓0
Ifew
We
4 •:
ATTEST:
Jeffrey R . Smith , Clerk of Court
and Comptroller
Deputy Clerk
Approved .
seph . Baird , County Adrhinistrator
Approved as to Form and Legal Sufficiency:
William K. DeBraal
Deputy County Attorney
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PrintIndian River County , Florida Property Appraiser - Printer Friencliy iviLap
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Full Legal Description for Parcel 33391800001008000003 . 1 Page 1 of 1
Parcel : 33391800001008000003 . 1
f Full Legal Description
INDIAN RIVER FARMS CO SUB
PBS 2-25 A PCL OF LAND LYING IN SEC 18 T
WP 33 S RGE 39 E BEING MORE PART DESC AS FOLL : THE S 672 . 0
0 FT OF THE W 10 AC OF
THE E 20 . 69 AC OF TRACT 8 ; LESS & EXCEP
T THE W 270 . 00 FT OF THE S 295 . 00 FT OF THE E 300 . 00 FT TH
EREOF; & LESS & EXCEPT
THE N 141 . 00 FT OF THE S 436 . 00 FT OF T
.:....... . . . .. .......... . . ........ .
HE W 151 . 00 FT OF THE E 300 .00 FT THEREOF
print close
http : //wwwolrcpa. org/Tools/FuilLegal . aspx?ParcelID=33391800001008000003 . 1 9/ 10/2013
Indian River County, Florida Property Appraiser Printer Friendly Map Page I ot i
Print Back
Indian County GIS
ParcelID
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OwnerName PropertyAddress
333918000010080000012 INDIAN RIVER COUNTY 4TH ST VERO BEACH, FL 32968
Notes
EXL IBIT
http : //www. ircpa. org/PrintMap . aspx
S: \P\91 — ' wg FMDPARCEL.dwg, - 9 ronkc
SKETCH OF DESCRIPTION ONLY
_, ._ _ .. . ...._ . . . . _ . ... .. . . _.._._._.. . `_.DESCRIPl'lQN: QF!'ROPOS�4D SITE FOR "ONF ACRE POND"
A PARCET.. OF LAND LYING AND 13BING A PART OF 'TRACT 8, SECTION 18, 'TOWNSHIP 33
SOUl1•I, RANGE 39 BAST ACCORDING TO THE LAST GENERAL PLAT OF LANDS OF THE
INDIAN R1VER FARMS COMPANY SUBDIVISION AS RECORDED IN PLAT BOOK 20 PAGE 25
OF THE PUBIAC RECORDS OF ST. LUCIE COUNTY, FLORII)A, NOW INDIAN RIVER
COUNTY, FLORIDA, BEING . DESCRIBED AS: 113E SOUTH 672.00 FEET OF THE WEST 10.00
ACRES OF THE RAST 20.39 ACRFS OF SAID TRACT 8, LESS AND EXCEPT' TI IE WEST 270.00
FEEL' OF TILE SOU11.1 295.00 FEET OF• THE EAST 300.00 FEET THEREOF, AND LESS AND
EXCEPT THE NORTH 141 .00 FEET OF THE SOUTH 436.00 FF.N'T Oil THE WEST 151 .00 FP.E7' OF
THE EAST 300.00 FEET THEREOF.
SUBJECT TO ALL RESERVATIONS, RESTRICTIONS, EASEMENTS AND RIGII017S OF WAY OF
RECORD.
CONTAINING APPROXIMA•113LY 2.8 ACRIJS MORE OR LRSS.
PHIS DESCRIPTION WAS DEVI3LOPED WITHOUT THE AID OF A I'JELD SURVEY,
KiPf W V"439"0ALWX6ACNWA9CnJ)0C
SURVEYOR'S NOTES:
L UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA
LICENSED SURVEYOR AND MAPPER THIS DRAWING, SKLrI C11, PLAT OR MAP 1S FOR
INFORMATIONAL. PURPOSES ONLY AND IS NOT VALID.
2. LANDS SHOWN HEREON WERR NOT ABSTRACTED OR RESEARCHED BY TI IIS OFFIC13
FOR RIOITTS-OF-WAY, EAShVENTS OF RECORD, RESRRVATIONS, OWNERSHIP,
ABANDONMENPS. DEED RESTRICTIONS. ZONING RROULATIONS OR ADJO1N1NO DF.EQS,
TIES SURVEY DOES NOT INTEND TO DELINEATE LOCAL AREAS OF O[)NCFRN OR ANY
OTHER JURISDICIVIONAL DETERMINATION.
3. NO IMPROVEMENTS OR UNDERGROUND INSTALLATIONS HAV1313MN FRDO LOCATED
FOR THIS SKETCH OF DESCRIPTION.
4. NO TITLE L'OMM INTENT OR ABSTRACT WAS FURNISI IED TO 11 US FIRM OR
SURVEYOR.
5. DESCRIPTION SHOWN TEMON WAS DEVELOPED By 11113 PROFESSIONAL SURVEYOR
AND MAPPER WITH M IU AU) OF INDIAN RIVER COUNTY PROPERTY APPRAISERS
PARCPL IDENTIFICATION DESCRIPTIONS AND PAST SURVEY BY CARTER ASSOCIATES,
INC. DWG.M 4118-A OF 713E SOUTH 125' OP WEST 270t OF PAST 300', DATED 11 -6-1972
6. A FIELD SURVEY WAS NOT PERFORMIID TO DUT.WEATR TI IB PERIMETER BOUNDARY
OR AID IN 711E DEVELOPlvMr OF TILE DPSCRIPIIDN.
7. THIS SKETCH OF D&SCRIP710N IS DASED ON ASSUMED CARDINAL. DIRECTION.
8, THIS SKLrTC11 OF INsSCRIPTION TOES NOT WIND TO RFl1ECl• OR D13TERMINE
OWNTRSIUP.
CERTIFIED '1'0: i ", • ,
INDIAN RIVER COUNTY..%
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FRANKS. I)RP.SB1 ' 1.47�
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CONSULTING RNGINSBRS AND LAND SURVKYORS
1700 21 at STREET, VERO BEACH, FL 32060
T0.: 1774692.4191 FNt (7T2) 992-7199 D+q. /: 7676U-A
DAIS: U-0-9000 PROl./ 9U —S3E DDG. BY: FSC SHUNT 1 OF 2
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SKETCH OF DESCRIPTION ONLY
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AS P B�2 MIDUIN *FARMS Co. S0.
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LEGENb:
uw. mNUMBERIDENTIFICATION
P B• PG. - PLAT BOOK PAGE
S.L.C., FL. a ST. LUCM COUNTY, FLORIDA
RO.W, - RIGHT OF WAY
.".M:NA CARUM ASSOCIATES, INC.
CONSUiMNG ENTGINEW AND LAND SURnyoltS
1708 21st STREET. VERO BEACH, FL 32980
TEL• ( USZ419i
-, FAx , 433
Dwg. 18780—A