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HomeMy WebLinkAbout2018-002AGREEMENT TO PURCHASE AND SELL REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND KIRK MADSEN AND NANCY JO MADSEN THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 9thday of January , 2018, by and between Indian River County, a political subdivision of the State of Florida ("the County"), and Kirk Madsen and Nancy Jo Madsen ("the Seller) who agree as follows: WHEREAS, Seller owns property located at 7855 66th Avenue, Vero Beach, Florida. A 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 do road improvements on 66th Avenue between 49th Street and 81St Street in the future and the road expansion will impact the Seller'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 along and adjacent to 66th Avenue; and WHEREAS, the County contacted the Seller and offered to purchase right-of-way of approximately 3,240 square feet or 0.07 acres of property as depicted on Exhibit "A", and WHEREAS, the Parties agree this is an arm's length transaction between the Seller and the County, without the threat of eminent domain. 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 7855 66th Avenue, Vero Beach, Florida and more specifically described in the legal description attached as Exhibit "A", fee simple, containing approximately 3,240 square feet, 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 $20,000.00 (Twenty Thousand and 00/100 Dollars). 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 2.2 The Seller agrees that the purchase price ("Purchase Price") of $20,000.00 will cover all project impacts including relocation of the electronic gate, key pad, trees, and irrigation system if necessary. In addition, the installation of a turnaround U-turn on the existing drive is also included in the purchase price. 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 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) shall be paid by the Seller. 7. Personal Property. 7.1 The Seller shall have removed all of its personal property, equipment and trash from the Property. The Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. 7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to County, if applicable. 8. Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. 8.1 County shall pay the following expenses at Closing: 8. 1.1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 8.1.2 Documentary Stamps required to be affixed to the warranty deed. 8.1.3 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 8.2 Seller shall pay the following expenses at or prior to Closing: 8.2.1 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. 9. Miscellaneous. 9.1 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. 9.2 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. 9.3 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. 9.4 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 Seller: Kirk & Nancy Jo Madsen 785566 th Avenue Vero Beach, FL 32967 If to County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Land Acquisition/Monique Filipiak Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.5 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 person whatsoever. 9.6 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. 9.7 Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.8 County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.9 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. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. INDIAN RIVER COUNTY, FLORIDA:.••�at.�M�ssio.•.• RD OF COUNTY COMMISSIQ ^F9 4lWirkA49dsen Peter D. O'Bryan, Chairman zyo•., : '� .1.10 C13 Approved by BCC 7�����n�� . Nan v Jo ATTEST: Jeffrey R. Smith, Clerk of Court and Comptroller By: C �� Deputy Clerk e Jason E/. Br*n, County`A'dministrator ip"ovedasr id Legal fficiency: William K. DeBraal, Deputy County Attorney Date Date 66TH AVENUE N EXHIBIT A IPARCEL 154 W ») E 0 S 100, 0 U rn GRAPHIC SCALE N n w LATERAL 14E CANAL F - CANAL SOUTH LINE 14E CANAL L3 w R -14E C1 00 _ L1 M 31393100000700000010.1 P L2 P.O.B. ORB 1198, PG 1745 PARCEL 3,240 SQ.. FT. I 0.07 ACRES 30' w 5' z LU I V) w 0 I� zlz Z a N N lOW Q ZQO N m I JM) SECTION 31, TOWNSHIP 31 o F Q SOUTH, RANGE 39 EASTwn U v 3 V) ~O w Q0 N m a 1p Co Ln Ln N U0 U) W P.O.C. ,4 M S.E. CORNER o SECTION 31 0 TOWNSHIP 31 SOUTH Z t TOWNSHIP 32 SOUTH 77th STREET H E; 0 3 X d S U LEGEND SECTION LINE — — EASEMENT LINE PROPERTY LINE N s PROPOSED RIGHT OF WAY PARCEL RIGHT OF WAY LINE P.O.C. POINT OF COMMENCEMENT We certlFles that a legal descr/ptlon and sketch of the property shown P.O.B. POINT OF BEGINNING hereon was made under my supervision and that this legal desc iption R W RIGHT OF WAY and sketch meets the standards of practice set forth by the Florida cBoard of Professional Surveyors and Mappers In Chapter 5J-17, Plorkla PG PAGE Adminlstrative Code, pursuant to Section 472.027, Florido Statutes, and $ ORB OFFICIAL RECORDS BOOK that this drawing Is a true and accurate representation thereof to the TCE TEMPORARY CONSTRUCTION best of my knowledge and belief. Subject to not and notations shown EASEMENT hereon. a FDOT FLORIDA DEPARTMENT OF C r TRANSPORTATION SECT. SECTION E.C. OEMEMR, P.SM. N0. 5179 47 OA7E —JUL? 4 2Q m Not -lid without the slgnotu- and the original raised seal of a Rorlda "tensed SUn yvr and Mapper. ]t 1'-100' GATE SHEET NUMBER o °" eDBY n1n Kim ey»)Horn 7/1 TE 7 LEGAL DESCRIPTION AND SKETCH OF DFD ©mr Haa.,m Assowics Nc PARCEL 154 1 OF 2 i wEacm wr ECO Iab xax enact, aarz mq varo statµ R JaDea PROJECT NO. c rNora: m -r°+ -a°° rAx m'-n+-aw 047035041 INDIAN RIVER COUNTY, FLORIDA wsrJollEY-H°WLW11 LINE TABLE LINE LENGTH BEARING L1 30.00 N89'27'O6"W L2 129.79 N89'52'55"W L3 129.40 589'52'55"E L4 25.00 S00'32'54"W CURVE TABLE CURVE LENGTH RADIUS TANGENT CHORD BEARING DELTA C1 25.01 3080.00 12.50 25.01 NO1'27'12"E 0'27'55" LEGAL DESCRIPTION RIGHT OF WAY PARCEL ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING A PORTION OF SECTION 31, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT; COMMENCING FOR REFERENCE AT THE SOUTHEAST CORNER OF SAID SECTION 31; THENCE, BEARING NORTH 00'32'54" EAST, ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 1,255.42 FEET TO A POINT; THENCE, LEAVING SAID EAST LINE, BEARING NORTH 89'27'06" WEST, A DISTANCE OF 30.00 FEET TO THE POINT AND PLACE OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE, BEARING NORTH 89'52'55" WEST, A DISTANCE OF 129.79 FEET TO A POINT; SAID POINT BEING THE BEGINNING OF A NON TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 3,080.00 FEET, A CENTRAL ANGLE OF 00'27'55", A CHORD LENGTH OF 25.01 FEET BEARING NORTH 01'27'12" EAST; THENCE, NORTHERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 25.01 FEET TO A POINT ON THE SOUTH LINE OF THE LATERAL 14E CANAL; THENCE, BEARING SOUTH 89'52'55" EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 129.40 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF 66TH AVENUE; THENCE, LEAVING SAID SOUTH LINE, BEARING SOUTH 00'32'54" WEST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 3,240 SQUARE FEET OR 0.07 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE. SURVEYORS NOTES 1) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY. 2) THE BEARING BASE FOR THIS SURVEY, IS THE EAST LINE OF SECTION 31. SAID LINE BEARS NORTH 00'32'54" EAST. 3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION PROCESSES. 4) THIS LEGAL DESCRIPTION AND SKETCH IS BASED ON THE PRELIMINARY RIGHT OF WAY MAP FOR 66TH AVENUE PREPARED BY BURDETTE AND ASSOCIATES, DATED 10-10-06, AS DIRECTED BY INDIAN RIVER COUNTY, FLORIDA. N� Kimley>»Horn DATE LEGAL DESCRIPTION AND SKETCH OF SHEET NUMBER 7/1/17 o"ew".r °F° ©m, OYEY-NOR "° w�svw Es a 154 2 OF 2 ECD 'gym WW2 M—i 41W No.PARCEL f INDIAN RIVER COUNTY, FLORIDA -n 41w 35041 A q 66 TH A VENUE PARCEL 154 LEGAL DESCRIPTION RIGHT OF WAY PARCEL ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING A PORTION OF SECTION 31, TOWNSHIP 31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT; COMMENCING FOR REFERENCE AT THE SOUTHEAST CORNER OF SAID SECTION 31; THENCE, BEARING NORTH 00'32'54" EAST, ALONG THE EAST LINE OF SAID SECTION 31, A DISTANCE OF 1,255.42 FEET TO A POINT; THENCE, LEAVING SAID EAST LINE, BEARING NORTH 89'27'06" WEST, A DISTANCE OF 30.00 FEET TO THE POINT AND PLACE OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE, BEARING NORTH 89'52'55" WEST, A DISTANCE OF 129.79 FEET TO A POINT; SAID POINT BEING THE BEGINNING OF A NON TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 3,080.00 FEET, A CENTRAL ANGLE OF 00'27'55", A CHORD LENGTH OF 25.01 FEET BEARING NORTH 01'27'12" EAST; THENCE, NORTHERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 25.01 FEET TO A POINT ON THE SOUTH LINE OF THE LATERAL 14E CANAL; THENCE, BEARING SOUTH 89'52'55" EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 129.40 FEET TO A POINT ON THE WEST RIGHT OF WAY LINE OF 66TH AVENUE; THENCE, LEAVING SAID SOUTH LINE, BEARING SOUTH 00'32'54" WEST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 3,240 SQUARE FEET OR 0.07 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE. SURVEYORS NOTES 1) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY. 21 THE BEARING BASE FOR THIS SURVEY, IS THE EAST LINE OF SECTION 31. SAID