HomeMy WebLinkAbout2009-025 2 - 3 - G��
AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
LAKESIDE FELLOWSHIP BAPTIST CHURCH , INC .
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement" ) is
made and entered into as of the .3m day of February , 2009 ; by and between
Indian River County , a political subdivision of the State of Florida ( "the County") , and
Lakeside Fellowship Baptist Church , Inc . ( " Seller") , who agree as follows :
WHEREAS , Lakeside Fellowship Baptist Church , Inc . owns property located at 8000
W' 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 expand 66th Avenue in the future and the
road expansion will impact and affect Lakeside Fellowship Baptist Church ' 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 66th Avenue ; and
WHEREAS , the County has contacted Lakeside Fellowship Baptist Church , Inc .
and has offered to purchase an approximately 17 , 037 square feet or 0 . 391 acre parcel of
property from the Lakeside Fellowship Baptist Church , Inc . to be used as right- of-way as
depicted on Exhibit "A" (the Property) ; and
WHEREAS , the County is prepared to take the Property by using its power of
eminent domain ; and
WHEREAS , the Lakeside Fellowship Baptist Church , Inc . 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 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 8000 66th Avenue ,
1
r
Vero Beach , Florida and more specifically described in the sketch and legal description
attached as Exhibit "A" , containing approximately 17 , 037 square feet or 0 . 391 acres , and
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 $ 17 , 600 ( Seventeen Thousand Six Hundred 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 .
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 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 .
2
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 ) 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 ) 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 .
( d ) 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 .
( e) 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 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing
documents .
3
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 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 .
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 or facsimile
transmission , as follows :
4
If to Seller : Lakeside Fellowship Baptist Church , Inc .
Terry Alderton , President
382515 th Street
Micco , FL 32976
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 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 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 "Seller acknowledges receipt of the " Notice to Owner" and understands his/her
rights granted under Florida Law Chapters 73 and 74 . " C�
Initials
5
Original
8 . 12 Fees and Costs : County agrees to pay $ 1880 for attorney' s fees at closing .
8 . 13 Itemized Expenses : At closing , County agrees to pay $ 32 , 283 .41 for the costs
itemized on Exhibit " B " attached hereto and made a part hereof.
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of
the date first set forth above .
INDIAN RIVER COUNTY , FLORIDA
BOAR A IF CQUNTY COMMISSIONERS Lakeside Fellowship Baptist Church , Inc .
Wesley S - Qau C,airman Terry derton , President Date
Approved byBCC. Fjpbrudry 3 , 2009
ATTEST :
Jeffrey K . Barton , Clerk of ircuit Court
Deputy Clerk
A proved :
irel in a j3 '), 4 ,
oseph . Baird , County Admin' strator
Ap roved as to orm a Sufficiency :
Count y Attorn y
6
o6th AVENUE
I PARCEL 131
PARCEL 131 EXH ' B T A
31 - 39 -32 -00000 - 5000 -00008 . 1
COMMENCING AT THE WEST QUARTER CORNER OF SECTION 32 TOWNSHIP
31 SOUTH , : RANGE 39 EAST ; THENCE RUNNING WITH THE WEST LINE OF
SECTION 32 SOUTH 00032154 " WEST A DISTANCE OF 332 . 67 FEET
( BEARINGS ARE BASED ON SAID WEST LINE OF SECTION 32 . TOWNSHIP w
31 SOUTH * RANGE 39 EAST , AND ALL OTHER BEARINGS SHOWN HEREON o
ARE RELATIVE THERETO ) TO A POINT ; THENCE SOUTH 69 ° 49 ' 53 " EAST , Z
WITH THE NORTH LINE OF THE SOUTH HALF OF THE NORTHWEST QUARTER
OF THE SOUTHWEST QUARTER OF SAID SECTION 327 A DISTANCE OF Q
68 . 00 FEET TO A POINT ON THE EAST RIGHT OF WAY LINE OF 66TH v,
AVENUE AND THE POINT OF BEGINNING :
W
w
THENCE CONTINUING WITH SAID NORTH LINE SOUTH 89049053 " EAST A N
DISTANCE OF 57 . 60 FEET : THENCE ALONG THE ARC OF A CURVE Q
CONCAVE TO THE WEST HAVING A CHORD BEARING OF SOUTH 07020 ' 37 "
WEST , THENCE ALONG SAID CURVE HAVING A RADIUS OF 3080 . 00 FEET Lu
THROUGH A CENTRAL ANGLE OF 09 ° 03154 " AND AN ARC DISTANCE OF
487 . 30 FEET TO A POINT ; THENCE NORTH 00032 ' 54 " WEST , WITH THE o
EAST RIGHT OF WAY LINE OF 66TH AVENUE , A DISTANCE OF 483 . 01
FEET TO THE POINT OF BEGINNING : y
CONTAINING 17037 SQUARE FEET , MORE OR LESS z
Ln
c�
E—
UJ
Y
Ln
ABBREVIATIONS SW SOUTHWEST o
d
P . O . B . POINT OF BEGINNING QTR QUARTER z
P . O . C . POINT OF COMMENCEMENT TWNSHP TOWNSHIP F-
O . R . B . OFFICIAL RECORD BOOK Tllr TRUSTEES OF THE
ESMT EASEMENT INTERNAL IMPROVEMENT FUND
N NORTH PG PAGE w
S SOUTH I- T , LEFT N
E EAST RT . RIGHT =
W WEST EXIST . EXISTINGwe
~
NF_ NORTHEAST R / W RIGHT OF WAY ` -
NW NORTHWEST o
SE SOUTHEAST SO , FT . SQUARE FEET
NOT A SURVEY
INDIAN RIVER COUNTY
G . MARTIN BURDETTE , P . S . M . 413E DATE ; RIGHT OF WAY MAPPING
NOT VALID WITHOUT THE SIGNATURE AND RIGHT OF WAY PARCEL SKETCH
RAISED SEAL OF A FLORIDA LICENSED
SURVEYOR $ MAPPER PARCEL 131 66th AVENUE
DATF. "PROVED RY
PRELIMOATF
MB 4 - 08
FINAL SID 1 4 -00
CHECKED JC 4 - 00 _
DURDETTE d ASSOCIATES . INC. MAPS PREPARED BY
vERO OEn01 . FL L J2466 —
D STONEWALL DRIVE I BURO£ T7E B ASSOCS . . INC .
F
LB6449 SCALE , AS NOTED
772 -299-4488
C . MARTIN BURDETTE , P . S . M. 4136 REVISION RV i DATE SHEET I OF 2
I
EXHIBIT "A " PAGE 1
AVE !vUE
P . O . C .
W . QTR CORNER E " " "
PARCEL 31
,^ Z SEC . 32 - 31 - 39
CD /tco:l
In '
�,�
N . LINE OF THE
2530. 56 S . HAI F OF THE
�--� P8 .00 , 60 , S 89 " 49153 " E NW OIR OF SW OTR OF THE
SEC . 32 - 31 - 39
o
::DI a
z Z co P . 0 . 8 .
j Z / PARCEL 131
N w
Q
N ui I M Q
ob ^ r-
1129 1040 w
w I Z/
' ^ — 1 N
\ 1J � I /J
M �
0 0 I S
O
to Q
1 Lr) N
Lo X J" No z
w
N � � I o I
M N CN
0 CD LD I "O T O J
rn OLn
Q
2 � N I � � C7 - ` F}-
Oco N = O
W i LI am CD -
Q O C to
,OZ _ 01 a o .i o
Cn � aC m
CL D O o O =
CV Iz " ir0 o Ln U V
1l'�V,�,•�I / 4 0 M tA r
1 i O L.) 00
CJ w
O i w � � � � Intn
� o N p
m Z
Z �/tiil o a Of °- o cc ¢
/O w ccj 0 7, O
00
J ^7 F-
,SZ . SZ i ,£t, IOC CL-
W I Cr
Z
V
� J �
Of I �7 �1 UJ
Lo
ci / z BEARINGS SHOWN HEREON ARE BASED C3
oa -�j ON THE FLORIDA STATE PLANE
COORDINATE SYSTEM EAST ZONE
t- 0 3 NORTH AMERICAN DATUM OF 1983 / 1999 =
`n °k READJUSTMENT . THE WEST LINE OF ~
z SECTION 32 , TOWNSHIP 31 SOUTH , -
� � , RANGE 39 EAST BEARS ' '
N00032 '54 "E Mo ALL BEARINGS SHCWN o
N� I HEREON ARE RELATIVE THERETO z
CJ I LM
� C7T to
Nd' G4 , NO A SURVEY
/
o Ln INDIAN RIVER COUNTY
L6 RIGHT OF WAY YAPPING
c
O I RIGHT OF WAY PARCEL SKETCH
.
Zo u� I
(J(j ~ �`I PARCEL 131 66th AVENUE
52 . 54 ' ZD" ' APPRQVEQ 9Y _.
' a - OS
" DATE
PRELIM RATE
A6
/ 1 Zg.71FINAL M8 4 - 08
CHECKEDi[ 4 - 08
WPS PREPARED BY `
._ BURDETU 8 ASSOCS . , ; NC .
ISr cat E . AS NOTED
REVISIOM I sY DATE SHEET 2 OF 2
EXHIBIT "A" PAGE 2
EXHIBITS
MBV ENGINEERING, INC .
CONSULTING ENGINEERS
2455 14TH AVENUE
VERO BEACH, FLORIDA 32961
(772) 569-0035
MBV FAX (772) 778-3617
PROJECT COST ESTIMATION
Project: Lakeside Fellowship Church
Description: ROW Sale Cost Estimate
Date: 1/5/2009 (rev. January 27, 2009)
Estimate Costs
Bid Item Estimated Unit of Unit Total
Description QuantityMeasure Price Price
Replacement of Existing Berm Along 66th
Demolition & Debris Removal of exist. Berm and landscaping 1 LS $ 1 ,000.00 :S740.00
0
Fill Dirt for exist swale 105 Y $7 0
Irrigation Equipment R lacement 370 LF $2. 00
New Trees 15 per tree $350. 00 $59250.00
New Hedge 370 LF $ 10 . 00 $3,700.00
New Sod 7,400 SF $0. 20 $ 17480.00
Labor and equipment I LS $37000.00 S3000. 00
Total: $ 15,905.00
Re alcement of 12 spaces from front behind new bldg.
8" Subbase for drive asle 417 SY $5 .28 $21201 . 76
12" Stabalization for drive aisle 417 SY $4. 80 $201 .60
1 . 5 " Su ave ( 12. 5 ) for drive aisle 417 SY $9. 50 $3,961 . 50
12" Stabalization for grass parking 253 SY $4. 80 $ 1 ,214.40
sod for grass parking 2,277 SF $0 . 20 $455 .40
lsca a island 1 LS $0.00
24" White Thermoplastic Stop Bar 13 LF $3 . 50 $43 . 75
Total: $9,878.41
Proffessional Fees
Engineering fees for ROW plan revisions and negotiations 1 LS $5,000.00 $5 ,000 . 00
Architect - prelims and negotiations 1 LS $ 1 , 500.00 $ 1 , 500 . 00
Total: $69500. 00
Total Est. ROW Cost : $32 283.41