HomeMy WebLinkAbout2003-170 JUL 07 2003 10 : 2enM DRUID B CHASE 9142321364 p . 2
Qt116 . Dy : 1nulAM H1VER CO ; 772 978 18068
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AGREEMENT TO PURCHASE AND SELL, REAL EST Pccsrse
ATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE A
`a•'` and entered into as of thc15 da of J u 1 (" grccment ") is made
— Y Y , 2003 , by and between Indian River County, a
w political subdivision of the State of Florida ("County'), and
MembersF The Fountains At Amber Lakes, I- LC ("Seller"), who agree as follows Ntoo
1 . Agee_o Purchase and 5911 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 43d Avenue, South of Oslo Road , County
of Indian River, State of Florida and more specifically described on Exhibit "A , " containing
approximately . 61 acre, and all improvements thereon, together with all easements, rights and uses
now or hereafter belonging thereto (collectively, the "Property').
2 • Purchase Price Effective Date The purchase price (the "Purchas Price's for the Property age
� shall be
paid on the Closing Date. The Effective Date of Agreement " " Purchase Price shalt be
V gr ent shall be the (late upon which the too
County shall have approved the execution ofthis Board Agreement, either by approval
County Board of County Commissioners at a formal meeting of such oor by ItheaCoutnt r
Administrator pursuant to his delegated authority, y
3 , Ti e. Sell6T shall convey marketable title to the Property by warranty deed free of claims,
liens, easements and encumbrances ofrecortd or known to Seller; butsubjeetto property taxes for the
year of Closing and covenants, restrictions and public utility casements of record provided (a) there
exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents
Cotuily's intended use and development of the Property.
12 County may order an Ownership and Encumbrance Report with respect to the Property.
County shall , within thirty (30) days from either, receipt ofthe Ownership and Encumbrance Report,
or execution of this contract by all parties (whichever occurs last) deliver written notice to Seller of
title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of
detects 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 efrorts 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 : (1) to terminate this Agreement, whereupon shall be ofno 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, lee 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 smatter of this Agre;mcnt, free and cleat of all liens and encumbrances,
%At nAsro)Amhe Lakes, ere — Indian River C:olntty and The Fnuntaint 1
At Amhcr Lake, LLC
h,
4 . 2 From and after the Effective Date of this Agreement, Seller shall take no action which would
I
mpair 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 of a default by the County, the Seller shall be entitled, as its sole remedy
hereunder, to terminate this Agreement . and neither the Seller nor any other person or party shall
have any claim for specific performance , damages or otherwise against the County.
5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall
be entitled to : (i) terminate this Agreement by written notice delivered to the Seller at or prior to the
Closing Date, and pursue all remedies available hereunder and under applicable law; (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 Effective Date of this Agreement. 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 . County shall provide the required Statutory Warranty Deed and Closing Statement.
(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.
7 . Prorations . 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. If the Closing Date occurs during the time interval commencing on November 2 and ending
on December 31 , Seller shall pay all current real estate taxes and special assessments levied against
the Property, prorated based on the "due date" of such taxes established by the taxing authority
having jurisdiction over the Property. If the Closing Date occurs between January 1 and November
Standard Agreement — Indian River County and The Fountains 2
At Amber Lakes , LLC
1 , the Seller shall, in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the
current real estate taxes and assessments , prorated to the Closing Date .
8 , Miscellaneous .
8 . 1 Conte 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
s an
obligations under this Agreement without the prior written consent of the other party. The tterms
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: The Fountains At Amber Lakes, LLC
c/o David B . Chase, Manager Member
3201 Cardinal Drive, 2nd Floor, Vero Beach, FL 32961 -2062
If to County: Indian River County
184025 th Street, Vero Beach, FL 32960-3365
Attn : William M. Napier, Public Works Dept .
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
Standard Agreement — Indian River County and The Fountains
At Amber Lakes, LLC 3
` r
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.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
set forth above .
THE FOUNTAINS AT 4UMBER
LAINDIAN RIVER COUNTY, FLORIDA
LAKES , LLC �j BOARD OF COUNTY CO SIGNERS
04
By
David B . Chase, Manager Member By
D
/ Kenneth R. Macht, Chairman
`/ APPROVED AS TO FORM
Date Signed : 7 ���� ANAMA
L SBFFI tEN y
ate ed: July 159 2003
BY
AN E . F l L
Indian Fiver COunty Approved Date S � STANT COU TY gTTpgpl
ANttes : J l� arton, Clerk
Administration � � a
Budget
By:
Co . Attorney Deputy Clerk
Risk Management
Department
Division 7 � 63 William M. Napier, SRPA, SRA,
County Right-of-Way Agent
TheFountainsContract.43rdAvRW. 6-27-03 Date Signed : 2 Zvr� 3
Standard Agreement — Indian River County and The Fountains
At Amber Lakes, LLC 4
S 8913'56` E 20. 00'
LI .OSLO ROAD - ,% SIREET SW EXHIB � ®� ���a��®� of= �a
N 89;73'56" W i i 1 GHT OF: " WA
o NORTH LINE TRACT 1 NE CORNER TRACT 1 , SECTION 28,
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$ TOWNSHIP 33 SOUTH , RANGE 39 EAST
o
n
LL. DESCRIPTION OF RICHT n� WAy q n1 �1 / TION •
I J THE WEST 20. 00 FEET OF THE EAST 75. 00 FEET OF TRACT
1 ,
Q g SECTION 280 TOWNSHIP 33 SOUTH, RANGE 39 EAST
ACCORDING
W o o I THE LAST GENERAL PLAT OF LANDS OF THE INDIAN RIVER
n n FARMS COMPANY RECORDED IN PLAT BOOK 2, PAGE 25 OF
I THE PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA .
co SAID LANDS NOW LYING AND BEING IN INDIAN RIVER COUNTY,
FLORIDA, CONTAINING 0. 61 ACRES, MORE OR LESS,
81 QSUBJECT TO ALL EASEMENTS, RESERVATIONS,
U RESTRICTIONS, AND RIGHTS- OF- WAY OF RECORD.
Q � I I
GENERAL NOTES:
) . UNLESS /T BEARS THE SIGNATURE AND THE ORIGINAL
O 9 0 ILa
RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND
1_ r MAPPER, THIS DRAWING, SKETCH, PLAT OR MAP IS FOR
cow $ 81 .0 INFORMATIONAL PURPOSES ONLY AND IS NOT VALID.
x H y I 2. NO SEARCH OF THE PUBLIC RECORDS WAS MADE BY
j THIS FIRM OR SURVEYOR FOR EASEMENTS, Y.
RESERVATIONS.
W I EXISTING 75. 00 ' ABANDONMENTS, RESTRICTIONS AND/OR RIGHTS - OF- WA
3. NO
CANAL IMPROVEMENTS HAVE BEEN FIELD LOCATED PER
114 THIS SKETCH
2 I i RIGHT- OF - WAY 4. THE BEARINGS SHOWN HEREON ARE BASED UPON THE
NORTH AMERICAN DATUM OF 1983, ADJUSTMENT OF 1990
25 ' RESERVED FOR ROAD I EAST LINE OF TRACT 1 (NAD 83/90) AND PROJECTED IN THE
STATE PLANE
a ( P . B . 29 PG . 15, ST. LUCIE CO. P . R . )
AND SECTION 28 COORDINATE SYSTEM, FLORIDA EAST ZONE (901 ). DIMENSIONS
SHOWN HEREON ARE DISPLAYED IN U. S. SURVEY FEET.
30 ' FOR ROADWAY I 5. THE DESCRIPTION SHOWN WAS DEVELOPED BY THE
( O. R . B . t318, PG . 2742 )
PROFESSIONAL SURVEYOR AND MAPPER AT THE REQUEST
c I OF THE CLIENT,
N M 6. THIS IS NOT A EXISTING 55 . 00 ' OF DESCRIPTION NL UNDARY SURVE
� , 1$ A SP ETCH
o ROAD
C> I
EAST 75. 00 ' I RIGHT- OF- WAY
o I I
of WEST 20 FEET OF THE
EAST 75 FEET ADDITIONAL
w RIGHT OF WAY TO I DAVID E. LU THJE, P. S. M .
i° SOUTH LINE BE ACQUIRED BY I FLORIDA LICENSE No. 5728 SIGNATURE GATE
o TRACT 1 INDIAN RIVER COUNTY CARTER ASSOCIATES, INC. LB 205
3
PREPARED BY --
�' W 1 MARCH 6, 2003
t#� N 89.32.47" W 20. 00' FVERO
TER ASSOCIATES INC
ULTING ENGINEERS AND LAND SURVEYORS
' T STREET 772-562-4191 TEL
CH, FLORIDA 32960-3472 772-562- 7180 iFAX�