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HomeMy WebLinkAbout2022-087AGREEMENT TO PURCHASE AND SELL REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND CHERRY LANE ESTATES, INC. OF VERO BEACH THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 10th day of May , 2022, by and between Indian River County, a political subdivision of the State of Florida ("the County"), and Cherry Lane Estates, Inc. of Vero Beach ("the Seller") who agree as follows: WHEREAS, Seller owns property located at 5825 33`d Street, Vero Beach, FL, Vero Beach, Florida. An aerial photo of the Property is attached to this agreement as Exhibit "A", incorporated by reference herein; and WHEREAS, the County is planning future intersection improvements at 58th Avenue and 33`d Street and the intersection improvements will impact the Seller's property; and WHEREAS, in order for the County to proceed with its intersection improvement plans, the County needs to purchase property to be used as right-of-way from landowners along and adjacent to the 58th Avenue and 33`d Street intersection; and WHEREAS, the County contacted the Seller and offered to purchase a portion of the property, consisting of approximately 0.226 acres of property as depicted on Exhibit "B", 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. 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 parcel of real property located at 5825 33`d Street, Vero Beach, FL and more specifically described in the legal description attached as Exhibit "B", fee simple, containing 0.226 acres, 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 $26,000.00 (Twenty -Six 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 Attorneys Fees. The attorney's fees are excluded from the purchase price and come to a grand total of $2,500.00 (Two Thousand and Five Hundred, 00/100 Dollars). This amount is reasonable attorney's fees which are to be paid by the County. 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. Should title defects exist within the time specified the County and Seller may reconvene to discuss the defects in title, and resolution shall be memorialized in writing and shall be deemed an amendment of this Agreement signed by both parties. Should these discussions not result in a resolution within fifteen (15) days from the date of notice to the Seller the County may agree to accept title subject to existing defects and proceed to closing. Should the discussions not result in a resolution within fifteen (15) days from the date of notice to the Seller and the County does not agree to accept title subject to existing defects the Seller or the County may by written notice to the other party terminate this. Agreement, whereupon shall be of no further force and effect. Upon agreement of both parties the Curative Period may be extended for up to an additional 90 days. 4. Representations of the Seller. 4.1 Seller represents to the parties to have 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. 2 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. 6.3 Non -Ad Valorem. All non -ad valorem assessments for the current year must be deposited into escrow by the Seller at the time of closing. 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 BindingEffect. 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: Cherry Lane Estates, Inc. of Vero Beach 5855 33`d Street Vero Beach, FL 32966 If to County: Indian River County 1801 27th Street 4 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 maybe 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. 9.10 "Seller acknowledges receipt of the "Notice to O r" and understands his/her rights granted under Florida Law Chapters 73 and 74." Initials 9.11 Should the water meter for 5855 33rd St. be located in the area orpurchase, or be impacted by the county road project, the County will bear the burden and cost to relocate the meter to the east along the new right of way edge for 58th Ave. and to reconnect to landowner's existing pipe. IN WITNESS WHEREOF, the. Board has ratified this Agreement to Purchase and Sell Real Estate as of the date BOARD OF COUNTY COMMIT INDIA VER COUNTY, FL©KIDA Peter D. O'Bryan, Chairm n ''••:;RwERca��. Stanford ate irector of BCC Approved: - May 10, 2022 Cherry Lane Estates, Inc. of Vero Beach Attest: Jeffrey R. Smith, Clerk of Court and Comptroller L Deputy - Approved as to form and legal sufficiency Susa Pra Assistant County Attorney By—k Jason E. E County Ad w EXHIBIT "A" r 5 (31YOS 01 10K s1 t a a •�+;. s rm zmar ...7 . 0 $'U � LRt M 1(➢ 1Y0 { MTi 711 ffiYlti )(Yt ,tYO�J & .r x " " •yy, ¢ LMHLS MT 3Nn AVM � mstu t *4 J is t r'" iN1t10S 0NY 3nN3AV 4499 !0 3Nn AVM !0 "Dw LS3N NOLL03SHUNI uiuui ag 10 }uiod { ansa 00'01-3.9T.LSE9S oz k ,r.e9N-\ '�Imm -- - - 3NnAYMn4�.-�--. — ''" 20104� LSV3 eC 30NVN 'iitnOS zC dNSNN01 1 �' Y1'6f1S M o►.cL is Nomot amoo + t�1s" B= � t '�!1 }uaw auauau,uD,4 uigd' s �., — Y/t LS3*RLNON 30 3Nn NLnos i */t LSY3NL80N .10 3Nn NLmS i i PO4S PJM 3Nn AYM ul unu _ .40 4HXH `� 3t&Y'AYM. EXHIBIT ItBl' Sketch and L aga/ Dascription for.' INDIAN RIVER COUNTY Legal Description (Right of Way Acquisition) BEING A PARCEL OF LAND LYING IN THE SOUTHEAST ONE QUARTER OF SECTION 32, TOWNSHIP 32 SOUTH, RANGE 39 EAST; SAID PARCEL ALSO BEING A PORTION OF THOSE LANDS DESCRIBED IN OFFICIAL RECORD BOOK 578, PAGE 1291, AS RECORDED IN THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE EAST ONE QUARTER CORNER OF SAID SECTION 32; THENCE SOUTH 00°13'40" WEST, ALONG THE EAST LINE OF SAID SOUTHEAST ONE QUARTER, A DISTANCE OF 30.08 FEET; THENCE DEPARTING SAID EAST LINE, NORTH 89°46'20" WEST, A DISTANCE OF 25.00 FEET TO THE POINT OF INTERSECTION WITH THE WEST RIGHT OF WAY LINE OF 58th AVENUE AND THE SOUTH RIGHT OF WAY LINE OF THE INDIAN RIVER FARMS WATER CONTROL DISTRICT SUB -LATERAL A-4 CANAL, PER PLAT BOOK 2, PAGE 25 OF THE PUBLIC RECORDS OF St. LUCIE COUNTY (NOW INDIAN RIVER COUNTY) FLORIDA, SAID POINT ALSO BEING THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL; THENCE SOUTH 00°13'40" WEST, ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 635.37 FEET TO THE SOUTH LINE OF THOSE LANDS AS DESCRIBED IN SAID OFFICIAL RECORD BOOK 578, PAGE 1291; THENCE DEPARTING SAID WEST LINE, AND ALONG SAID SOUTH LINE, NORTH 89°57'00" WEST, A DISTANCE OF 15.00 FEET; THENCE NORTH 00°13'40" EAST (ALONG A LINE THAT IS 40.00 FEET WEST OF, AS MEASURED AT RIGHT ANGLES TO, THE EAST LINE OF THE SOUTHEAST ONE QUARTER OF SAID SECTION 32) A DISTANCE OF 610.37 FEET; THENCE NORTH 44°51'58" WEST, A DISTANCE OF 35.30 FEET TO A POINT IN THE SOUTH RIGHT OF WAY LINE OF SAID INDIAN RIVER FARMS WATER CONTROL DISTRICT'S SUB -LATERAL A-4 CANAL; THENCE SOUTH 89'57'36" EAST, ALONG SAID LINE (SAID LINE BEING 30 FEET SOUTH OF, AS MEASURED AT RIGHT ANGLES TO, THE SOUTH LINE OF NORTHEAST ONE QUARTER OF SAID SECTION 32) A DISTANCE OF 40.00 FEET TO THE POINT OF BEGINNING. CONTAINING 9,843 SQUARE FEET (0.23 ACRES), MORE OR LESS Surveyor's Notes 1). THIS LEGAL DESCRIPTION SHALL NOT BE VALID UNLESS: (A) PROVIDED IN ITS ENTIRETY CONSISTING OF 2 SHEETS, WITH SHEET 2 SHOWING THE SKETCH OF THE DESCRIPTION. (B) REPRODUCTIONS OF THE DESCRIPTION AND SKETCH ARE SIGNED AND SEALED WITH AN EMBOSSED SURVEYOR'S SEAL. 2). BEARINGS SHOWN HEREON ARE REFERENCED TO THE WEST LINE OF THE SOUTHWEST 1/4 SECTION 33, TOWNSHIP 32 SOUTH, RANGE 39 EAST, SAID LINE BEARS N00'13'40"E AND ALL OTHERS ARE RELATIVE THERETO. 3). THIS SKETCH AND LEGAL DESCRIPTION WAS PREPARED WITHOUT THE BENEFIT OF A TITLE POLICY. THEREFORE, THERE MAY EXIST EASEMENTS, RESERVATIONS, RESTRICTIONS OR OTHER ENCUMBRANCES NOT SHOWN HEREON, BUT CAN BE FOUND IN THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA. Leaend and Abbreviations INC = INCORPORATED I.R.F.W.C.D. = INDIAN RIVER FARMS WATER CONTROL DISTRICT L = LENGTH OF ARC O.R.B.= OFFICIAL RECORD BOOK (P) = PLAT P.B.= PLAT BOOK PG = PAGE PBS = PLAT BOOK ST. LUCIE SQ. FT. = SQUARE FEET R = RADIUS R/W = RIGHT-OF-WAY This is not a Boundary Survey PROVIDED IN ITS ENTIRETY CONSISTING OF 2 SHEETS WITH SHEET 2 BEING THE SKETCH OF DESCRIPTION AGENCY: INDIAN RIVER PUBLIC WORKS DEPT DATE: DRAWN BY: 3/15/2021 SCALE: N/A I APPR HEET: rOB NO: 1 OF 2 I Certification (NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER) I HEREBY CERTIFY THAT THE SKETCH AND LEGAL DESCRIPTION OF THE PROPERTY SHOWN AND DESCRIBED HEREON WAS COMPLETED UNDER MY DIRECTION AND SAID SKETCH AND LEGAL IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. I FURTHER CERTIFY THAT THIS SKETCH AND DESCRIPTION MEETS THE STANDARDS OF PRACTICE FOR SURVEYS SET FORTH BY THE FLORIDA PROFESSIONAL BOARD OF SURVEYORS AND MAPPERS IN CHAPTER 5J-17.052 FLO A ADMINISTRATIVE CODE, PURS A,NT TO SECTION 472.027 FLORIDA STATE STAT E . 1 ( !r� / s - DATE OF SIGNATURE DAVID W. RYVER PROFESSIONAL SURVEJOR AND MAPPER FLORIDA CERTIFICATE NO. 4864 COUNTY, FL Sketch and Le a/Dascl- tion /ENGINEERING DIV. p R. /NGLETT fO1 3Y: /NDIANRIVER COU ITY A SCHRMER 1356 1 (331-d Sfi-eet.) Sketch and L ecal Description fora INDIAN RI VER COUNTY RIGHT OF WAY LINE RIGHT OF WAY LINE 40' j -- -- ---------- PO ---------nni SOUTH LINE OF NORTHEAST 1/4 ; --_ SECTION 32-32-39--_�1 ;ANN Point of Commencement J O J m i a da EAST 1/4 CORNER SECTION 32, i coria TOWNSHIP 32 SOUTH, RANGE 39 EAST 1 SOUTH RIGHT OF WAY LINE -- \-N8 S89'57'36"E-40.00! N44'51'58"W— Point of Beoinnina / INTERSECTION WEST RIGHT OF WAY LINE OF 58th AVENUE AND SOUTH M RIGHT OF WAY LINE 33rd STREET O 32-39-32-00001-0090-00001.0 CHERRY LANE ESTATES INC. SITE ADDRESS:33rd STREET O.R.B. 578, PG 1291 (NOT TO SCALE) SOUTH PROPERTY LINE N89'57'00"W-15.0 Lecend and Abbreviations INC. = INCORPORATED I.R.F.W.C.D. = INDIAN RIVER FARMS WATER CONTROL DISTRICT L = LENGTH OF ARC O.R.B.= OFFICIAL RECORD BOOK (P) = PLAT P.B.= PLAT BOOK PG = PAGE PBS = PLAT BOOK ST. LUCIE SQ. FT. = SQUARE FEET R = RADIUS R/W = RIGHT-OF-WAY INDIAN RIVER COUNTY, FL PUBLIC WORKS DEPT. ENGINEERING DIV. DATE: DRAWN BY: 3 15 2021 R. 1NGLETT SCALE: N/A APPROVED D : SCHRYVER 2 OF 2 NOB N0: 1356 W O M O O z RIGHT OF WAY LINE RIGHT OF WAY LINE 33rd Street SOUTH LINE OF NORTHWEST 1/4 SECTION 33_32-39 I.R.F.W.C.D. -S00.13'40"W SUB—LATERAL 25. 30.08' A-4 CANAL -I-- RIGHT OF WAY LINE 3'46'2( 25.00' / 3 oro ---- I w iz %L rn rn n i -j N N 3 LLI _� O --- V) M r7 rMj V Z / H - M p p ch 0 w I V)vwiw c Lr) � � 3 ��z IW r w N �Q M a �yv C N S p M O O Q 00 o0M m 000 wwz 00 _z z_ J J i 0 U I a w 25' 25' - - -------- 35' This is not a Boundary Survey PROVIDED IN ITS ENTIRETY CONSISTING OF 2 SHEETS WITH SHEET 2 BEING THE SKETCH OF DESCRIPTION Sketch agal Description fora INDIAN RIVER COUNTY (331d Stleet�