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Home My WebLink About2017-098AGREEMENT TO PURCHASE AND SELL REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND WABASSO HILLSIDE LLC THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the ii day of July, 2017, by and between Indian River County, a political subdivision of the State of Florida, 1801 27th Street, Vero Beach, FL 32960 ("the County"), and Wabasso Hillside, LLC, whose address is 5070 HighwayA-1-A, #205, Vero Beach, FL 32963 ("Hillside"), who agree as follows: WHEREAS, Wabasso Hillside LLC owns property located at 8495 58th 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 improve the County Road 510/58th Avenue intersection and the road expansion will impact and affect Hillside'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 58th Avenue; and WHEREAS, the County has contacted Hillside and has offered to purchase an approximately 0.14 acre parcel of property from Hillside to be used as right-of-way as depicted on Exhibit "A" (collectively, the Property); and WHEREAS, the County is prepared to take the Property by using its power of eminent domain; and WHEREAS, Hillside 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 HILLSIDE 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. Hillside hereby agrees to sell to the County, and the County hereby agrees to purchase from Hillside, upon the terms and conditions set forth in this Agreement, that certain parcel of real property located at 8495 58th Avenue, Vero Beach, Florida and more specifically described in the sketch and legal description attached as Exhibit "A", containing approximately 0.14 acres, and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto. 2.1 Consideration, Effective Date. The Consideration for the Property shall be the 1 construction of a south bound left turn lane and a north bound right turn lane ("Improvements") at the entrance to Red Stick Golf Club, 8350 58th Avenue, Vero Beach, FL. The County shall construct the Improvements if and when the County widens 58th Avenue to a four lane divided highway section. The Improvements shall be designed, permitted and constructed by the County at the County's sole cost and expense. The Parties agree that construction of the Improvements shall take place after the dosing of this transaction and that the widening of 58th Avenue is currently not part of the County's 5 - year Capital Improvement element. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement by the Indian River County Board of County Commissioners at a formal meeting of such Board. This Paragraph 2.1 and the County's obligations herein shall survive closing, and in the event of non-compliance by the County, either Hillside or Red Stick Golf Club, Inc., as the intended third party beneficiary of this contract, or both, shall be entitled to injunctive relief to enforce compliance. 3. Title. Hillside shall convey marketable title to the Property by Warranty deed free of claims, liens, easements and encumbrances of record or known to Hillside; 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"). 4. Representations of Hillside. 4.1 Hillside 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. Hillside shall not be required to incur any cost or expenses to clear title, remove clouds on title or to delete any exceptions from title insurance coverage. 4.2 From and after the Effective Date of this Agreement, Hillside 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 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, either Hillside or Red Stick Golf Club, Inc., as the intended beneficiary of this contract, or both, shall have the right to seek specific performance. In such event, the prevailing party shall be entitled to attorney's fees and costs, including on appeal. This paragraph shall survive 2 closing. 5.2 In the event Hillside 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 Hillside 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 Hillside; or (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive Hillside'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 30 days following the execution of the contract by the Chairman of the Board of County Commissioners. With the written consent of Hillside, the County or its agent shall be responsible for obtaining any partial releases or satisfactions of encumbrances on the Property. The closing date shall automatically be extended by a period of 30 days if the delay in closing is attributable to obtaining partial satisfaction and release of mortgage(s) encumbering the Property so long as the County is acting in good faith with the holder of the encumbrance to partially release or satisfy the encumbrance. The parties agree that the Closing shall be as follows: (a) Hillside 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) Hillside shall have removed all of its personal property and equipment from the Property and Hillside 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 Hillside is a non-resident alien or foreign entity, it shall deliver to the County an affidavit, in a form acceptable to the County, certifying that Hillside and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (d) Hillside 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) shall be paid by Hillside. 7. Closing Costs; Expenses. County or its agent shall be responsible for preparation of all Closing documents. 7.1 County shall pay the following expenses at Closing: 3 7.1.1 The cost of recording the Warranty deed and any release, partial release or satisfaction obtained by Hillside pursuant to this Agreement. 7.1.2 Documentary Stamps required to be affixed to the Personal Representatives deed, if any. 7.1.3 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 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 Hillside 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 Hillside 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. 8.4 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 Hillside: Warren L. Schwerin Wabasso Hillside LLC 5070 Highway A -1-A, #205 Vero Beach, FL 32963 If to County: Indian River County 1801 27th Street Vero Beach, FL. 32960 Attn: Public Works Director Either party may change the information above by giving written notice of such change as provided in this paragraph. 8.5 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 4 person whatsoever. 8.6 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. 8.7. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 8.8. County Approval Required: This Agreement is subject to approval by the Indian River County as set forth in paragraph 2.1 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. WABASSO HILLSIDE, LLC A Florida limited liability company BY: RED STICK GOLF CLUB, INC. A Florida non-profit corporation, as its Manager Approved by BCC July 11, 2017 ATTEST: Jeffrey R. Smith, Comptroller and Clerk of Circuit ourt eputy Clerk ohn cCord, President Date: , 2017 Approved as to Form and Legal Sufficiency: / , _ William K. DeBraal Deputy County Attorney 29 1 R V. FiaTr-OF-WAY LME EDGE P696210NT e1 C.R. 590/ 85th STREET NORTH UNE NORTHEAST 1/4 32-31-39 —'/'--+48931' 48"W -2679.95 -- (BEARING BASE) LESS NORTH 15' 0.R B. 204.3, PG 2415 T5" ' !� DRT OMAEM'AY S89'31 30' — — ——14911T-OR.WA1c 15.2 60.0'(P) FOUND 5/8' I.R. (UNREADABLE) 0.10'NORTH 0.04'EAST 61.25' FOUND 1/2' (UNNUMBERED) 0.06'SDUTH 0.12'NEST FOUND I/2' I.R, =GARTER' 0.04'SOUTH/0.07'EAST-\ 50'• FOUND 1/2' I.R. 'CARTER' 0.13'506TN • 0.0YEAST b FOUND BOAT SPIKE (UNNUMBERED) \.1 ISTAB LISHED PER CAO 063817 28 T MAO NAIL t WASTER "I.R. COUNTY 54• A BEE DETAIL'A' 888012 83 2 0 N 417 W PLAT OF HILLSIDE SUBDIVISION (PLAT BOO( 2 PAGE 53 BLOC( 1 60.0YLWE RIGHT—Of—WAY FOUND 1/2' I.Rf 'CARTER" 0 07'5001)1 0.1 O'EAST N89'31'48"W as ALLEY T=iSk-WA LOT 3 60 95 (P) LESS EAST 16' O.R.B. 2043, PG. 2415 SET 5 ' LR.&C. '1 R .COUNTY 0 FOUND 3/4' I.P. (UNNUMBERED) 0,22'NORTN 9.i'WEST 1/4 CORNER BOAT5PIKE IN CUTOUT (UNNUMBERED) ESTABU9IED PER M A M THIS SURVEY IS NOT COMPLETE WITHOUT SHEETS 1 AND 2 AS CREATED 30 GRAPHIC SCALE 30 ( IN FEET) 1 inch = 30 Et. SHEET INDEX LEGAL DESCRIPTION PER 0 R B 2043, PG 2415 LOT 2, BLOCK 1, HILLSIDE SUBDIVISION ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE 53 PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA LESS AND EXCEPT THE NORTH 15 FEET AND THE EAST 16 FEET FOR ROAD RIGHT OF WAY SURVEYOR'S NOTES 1 THIS SURVEY IS NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OFA FLORIDA LICENSED PROFESSIONAL SURVEYOR AND MAPPER 2 THE BEARINGS SHOWN HEREON ARE BASED ON THE 1983 NORTH AMERICAN DATUM 2011 ADJUSTMENT AND PROJECTED IN THE FLORIDA STATE PLANE COORDINATE SYSTEM EAST ZONE THIS SURVEY WAS TIED TO THE FLORIDA PERMANENT REFERENCE NETWORK IFPRNI (MAINTAINED BY THE FLORIDA DEPARTMENT OF ORATION SURVEY DEPARTMENT, DERIVING A GRID BEARING OF N89.31 481/V ALONG THE NOR, LINE 02 SEC OF SECTION 32, TOWNSHIP 31 SOUTH RANGE 39 EAST AS SHOWN HEREON 3 THE ELEVATIONS SHOWN HEREON ARE RELATIVE TO THE NORTH AMERICAN VERTICAL DATUM OF 1988 (NAND 86, ARE BASED UPON NATIONAL GEODETIC SURVEY BENCHMARK G 645 (PID NO 513972 ELEV=24 45') AND TBM 3 (ELEV=2465(A PROJECT CONTROL POINT SET BY S S M C ALL BENCHMARKS SHOWN HEREON WERE ESTABLISHED BY AN ADJUSTED THIRD -ORDER 029003UN AND MEET OR EXCEED THE ACCURACY REQUIRED PER CHAPTER 54-17 FLORIDA ADMINISTRATIVE CODE 4 ONLY ABOVE GROUND APPURTENANCES AND VISIBLE UTILITIES SHOWN HEREON HAVE BEEN LOCATED UNDERGROUND IMPROVEMENTS SUCH AS UTILITIES AND FOUNDATIONS WERE NOT LOCATED EXCEPT AS SHOWN 5 THIS SURVEY WAS PREPARED WITHOUT THE BENEFIT OF A TITLE POLICY THEREFORE THERE MAY BE EASEMENTS, RESTRICTIONS AND/OR RESERVATIONS NOT SHOWN HEREON BUT FOUND IN THE PUBLIC RECORDS 6 SYMBOLS SHOWN HEREON DEPICT THE HORIZONTAL POSITION OF THAT SPECIFIC IMPROVEMENT THE SYMBOLS ,FOR GRAPHICAL PURPOSE) ARE NOT DRAWN TO SCALE 7 THE FIELD WORK FOR THIS SURVEY WAS COMPLETED BY INDIAN RIVER COUNTY PERSONNEL ON THE DATE OF JANUARY 6, 2016 8 THIS SURVEY MEETS AND/OR EXCEEDS THE ACCURACY REQUIREMENTS PER CHAPTER 50-17, FLORIDA ADMINISTRATIVE CODE 9 THE MEASUREMENTS FOR THIS SURVEY WERE MADE UTILIZING CONVENTIONAL AND REAL TIME KINEMATIC SURVEYING METHODS WITH THE FOLLOWING EOUIPMENT LEILA 1200 GLOBAL POSITIONING SYSTEM GTS 500 ROBOTIC TOTAL STATION WITH MAGNET SOFTWARE 10 ALL DISTANCES SHOWN HEREON ARE EXPRESSED IN U S SURVEY FEET 11 SHEET I OF THIS MAP IS INTENDED TO BE DISPLAYED AT A SCALE OF I'=30'0R SMALLER SHEET ATA SCALE OF 1'=20' OR SMALLER 12 THE SUBJECT PROPERTY CONTAINS 014 ACRES (6088 SQUARE FEET), MORE OR LESS SYMBOLS AND ABBREVIATIONS: C M = CONCRETE MONUMENT CONC = CONCRETE CCR = CERTIFIED CORNER RECORD END =FOUND I P = IRON PIPE I R = IRON ROD IR6c=IRON ROD AND CAP 0=0E LTA ANGLE —A— = AERIAL UTILITY LINES —G— = GAS LINE —0— = CHAIN LINK FENCE = WOOD UTILITY POLE = CONCRETE UTILITY POLE = WATER VALVE X moo = ELEVATION SHEET 1- BOUNDARY SURVEY SHEET 2 - TOPOGRAPHIC SURVEY AND TREE LOCATION LLC = LIMITED LIABILITY COMPANY IMI = FIELD MEASURED ORB= OFFICIAL RECORDS BOOK IPI - PLATTED COURSE PB=PLAT BOOK P K 6W = PARKER PSM = PROFESSIONAL SURVEYOR AND MAPPER P U = PUBLIC UTILITY TBM = TEMPORARY BENCH MARK =ASPHALT SURFACE CERTIFICATION /NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OFA FLORIDA LICENSED SURVEYOR AND MAPPER, I HEREBY CERTIFY THAT THE BOUNDARY AND TOPOGRAPHIC SURVEY SHOWN HEREON WAS COMPLETED UNDER MV DIRECTION AND SAID SURVEY IS TRUE AND CORRECT TO THE BEST OF MV KNOWLEDGE AND BELIEF I FURTHER CERTIFY THAT THIS SURVEY MEETS THE REQUIREMENTS FOR THE STANDARDS OF PRACTICE AS ESTABLISHED IN CHAPTER 54-17 FLORIDA ADMINISTRATIVE CODE PURSUANT TO SECTION 472 021 FLORIDA STATE STATUTES DATE OF SIGNATURE DAVID M SILON INDIAN RIVER ASSISTANT COUNTY SURVEYOR FLORIDA CERTIFICATE NO 6139 R.Nei00 Date By INDIAN RIVER COUNTY 1801 2781 STREET 1E310 BEACH . FL 32960 (772) 897-8000 Dsporo'men/ of Pub//c Works Eng/nosrfng Division I MiLMO SEC noN TOWNSHIP 1-0-2017 RANGE ""'" ' a stow t325 BOUNDARY AND TOPO RAPH/C SURYEY ADDRESS.' 8495 58/h AVENUE (N/LLS/DE SUBD/V/S/ON, LOT 1. BLOCK I PLAT OF HILLSIDE SUBDIVISION (PUT 500K 2 PACE 53 LOT 1 N00'56'43"E — 135.00' I) ®15. 15-® 30001 145' xab LAT 2 BLOCK 1 S01'03'36 W — 135.01 .11'0 75 l5' x,p° 5�' o ' 5• g? (�5) 15= ®®15amu 1 iF, 58th AVENUE TOPOGRAPHIC SURVEY AND TREE L OCA TION OR1 FOUND 5/8" IRON ROD 8 CAP =SSMC TRAVERSE POINT" ELEVA110N-24.45 THIS SURVEY IS NOT COMPLETE WITHOUT SHEETS 1 AND 2 AS CREATED BENCHMARK FOUND 3-1/4' BRASS DISK DEPARTMENT OF ENVIRONMENTAL PROTECIION SURVEY MARKER '0643 2005' IN POURED IN PLACE CONCRETE MONUMENT, 346.6 EAST OF EAST LINE OF SECTION 32. 10' SOUTH OF EDGE PAVEMENT CR. 510 ELEVATION -24.45 EE DETNL_A' 133211S y199 /065 ;Y:9 GRAPHIC SCALE 20 , 20 (INET) 1 inch - 20 ft. S01.03'36"W 135.01' 1 is) '( .17 SET MAC NAIL & WASHER 'I.R. COUNTY DETAIL "A" AREA OF APPARENT USE ASPHALT ROADWAY 35 50. FT3 SCALE 1'-5' SYMBOLS AND ABBREVIATIONS: C M = CONCRETE MONUMENT CONC=CONCRETE CCR = CERTIFIED CORNER RECORD ENO =FOUND IRON PIPE IR=IRON ROO I R 6C = IRON ROD AND CAP A=DELTA ANGLE — A— =AERIAL UTILITY LINES — G— = GAS LINE _-0_ = CHAIN LINK FENCE 0 = WOOD UTILITY POLE =CONCRETE UTILITY POLE WATER VALVE % 00.00 ELEVATION E_ =POLE ANCHOR LLC = LIMITED LIABILITY COMPAN Y (MI = FIELD MEASURED ORB = OFFICIAL RECORDS BOO. P) = PLATTED COURSE P13= PLAT BOO. P K BW = PARKER PSM = PROFESSIONAL SURVEYOR AND MAPPER P U = PUBLIC UTILITY TBM = TEMPORARY BENCH MARS ==ASPHALT SURFACE OO = OAK TREE WITH SIZE = PALM TREE WITH SIZE O= SEAGRAPE WITH SIZE Revision Dote By INDIAN RIVER COUNTY 1801 27th STREET VERO BEACH . FL 32000 (772) 587-8000 Deportment of Pub//c Works "f "' Engineering Division SECTION TOWNSHIP w'E l-f-Ioo' RANGE ^°"-""a mw 1325 BOUNDARY ANO TOPOGRAPHIC SURVEY ADDRESS: 8495 SB/h AVENUE (N/LLS/DE SUBO/V/S/ON, LOT 2, BLOCK 1 of 2 Tax ID#31 39 32 00002 0010 00002.0 3120180004939 RECORDED IN THE PUBLIC RECORDS OF This document was prepared by and should be JEFFREY R SMITH CLERK OF COURT returned to the: County Attorney's Office INDIAN RIVER COUNTY FL 1801 27th Street,Vero Beach,FL 32960 BK: 3088 PG 122 Page 1 of 1 1/26/2018 3:44 PM D DOCTAX PD$0.70 STATUTORY WARRANTY DEED THIS INDENTURE, made this X18`" day of U�c,e vt j " 2017, between WABASSO HILLSIDE, LLC, a Florida limited liability company by RED STICK GOLF CLUB, INC. a Florida non- profit corporation, whose address is 5070 North Highway A-1-A, Suite 205, Vero Beach, Florida 32963, GRANTOR, and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, whose address is 1801 27th Street, Vero Beach, FL 32960, GRANTEE, WITNESSETH THAT: GRANTOR, for and in consideration of the sum of Ten Dollars and other good and valuable consideration to GRANTOR in hand paid by GRANTEE, the receipt of which is hereby acknowledged, has granted, bargained, and sold to the GRANTEE, and GRANTEE'S heirs and assigns forever, the following described land situate, lying, and being in Indian River County, Florida: Lot 2, Block 1, HILLSIDE SUBDIVISION, according to the Plat thereof, recorded in Plat Book 2, page 53, Public Records of Indian River County, Florida. LESS AND EXCEPT the North 15 feet and the East 16 feet for road right of way. AND GRANTOR does hereby fully warrant the title to the said land, and will defend the same against the lawful claims of all persons whomsoever. Signed in the presence of: WABASSO HILLSIDE, LLC, < < a Florida limited liability company by RED STICK GOLF CLUB,, INC. a Florida non-profit corporation Printed name/G/b!0.2 t, L•-- //w" ir 4 as it manger, sign ..41130A. g �m �� 0n sin: lam— ohn C. McCord, President Witness Printed name:C> U t,m6 c,,; Gtr e o� STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me thiscaY day of J") ec 2017, by John C. McCord, President of WABASSO HILLSIDE, LLC, a Florida limited liability company by RED STICK GOLF CLUB, INC., a Florida non-profit corporation, as its manager who is personally known to me or produccd identification. as • sign: (_,S„' ,„& �r>x �✓ Stamped seal with printed name, Notary Public Commission#&expiration date - • igt.ri� APPROVED AS TO FORM CARMEUA F,COMBONI • ••• z MY COMMISSION#I GG 144859 �� t, , 'i '' ' 3 ' Y EXPIRES:October 15,2021 /7 '•f OF r?.' 8o Thru Notary Public Undotwriun . OLPitTYCOUNT'Ai iORNE