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Home My WebLink About2006-114q 11_?.,! :... C2ov( - ,iy = AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the Lij-_ day of CnCU-c , 200_L, by and between Indian River County, a political subdivision of the State of Florida ("County"), and Bell Construction & Development, LLC, a Florida limited liability company, ("Seller"), who agree as follows: 1. 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 1275 20`h Avenue SW, County of Indian River, State of Florida and more specifically described on Exhibit s "A" and "B", attached hereto and incorporated by this reference containing a total of 42,231 square feet or .97 acre, and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"). Note: Exhibit "B" (.40 acre) is to be dedicated to County without compensation, per County LDRs to make up the site's minimum -right-of-way deficiency, and Exhibit "A" (.57 acre) is by purchase. The Purchase Price below represents payment for the Exhibit "A" property. 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property shall be Sixty Thousand, Two -Hundred Seventy Dollars and Sixty -Six Cents ($60,270.66). 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 ('.iv raknre Pnrinyl (:ni inty shall have thirt.r tQnO rrllavc from the d of the Ci.'iative P�r'od tC el�cf i r end by written notice to Seller, to: (i) to terminate this Agreement, whereupon this Agreement 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. 5/202004FANblic Works\Capital Projects\Misc.Agreements\WindingCreekltl9-06.doe RE rir,7i�/ 7D „C. R. coc.rnrrY 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 priorwritten 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. 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 priorto 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 7s default and proceed to Closing: 6. Closing. 6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 60 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. (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. 5/20/2004F Tublic Works\Capital Projects\Misc.Agreements\WindingCreekl219-06.doc 6.2 Prorations. All taxes and special assessments which are a lien upon the property on or priorto 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 1, the Sellershall, 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. 7. Closing Costs: Expenses. County shall be responsible for preparation of all Closing documents. 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 forthe 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. 7.3 The Seller and County shall each pay their own attorneys' fees. 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 acouired 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, orto proceed, subject to all otherterms, 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. 5/20/2004P:\Public Works\Capital Projects\Mist.Agreements\WindingCreekl59-06.doc 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: If to Seller: Bell Construction & Development, LLC 906 SW St. Lucie West Blvd., Suite 194, Port St. Lucie, FL 34986 Attn: Michael R. Levine, Manager Member If to County: Indian River County 18402 5th Street, Vero Beach, FL 32960 Attn: William M. Napier, County Real Estate Acquisition Agent Facsimile # (772) 226-1988 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 maybe 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 5/202004F:\Public Works\Capital ProjectsWisc.Agreements\WindingCreekl49-06.doc 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. SELLER: BELL CO STRUCTION LOPMENT, LLC By ael R. Levine, nager Member Date Signed: Y 31191o6 I to COUNTY: :E ,%...,.,r,o,�,, INDIAN RIVET ; OUN Y; Fi RIDA By *. Artt�urR:�il er„C�'airman Boara9 fA�qunty Ccrnniissioners Date Signed:"Apr,'t:T %0:42006 Attest: J. K. Barton, Clerk Deputy Clerk By-fif//l�a.,� ycZOcyir County Real Estate Acq isition Agent 5/20/2004F TUblic Works\Capital Projects\,b(isc.Agreements\WindingCreekl59-06.doc TITLE: PROPOSED RIGHT-OF-WAY PURCHASE PROJECT: WINDING CREEK SUBDIVISION JOB No.: 04-220 LEGAL DESCRIPTION: A STRIP OF LAND FOR RIGHT—OF—WAY PURPOSES LYING IN A PORTION OF THE SOUTH ONE—HALF (1/2) OF TRACT 6, SECTION 26, TOWNSHIP 33 SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF LANDS OF THE INDIAN RIVER FARMS COMPANY AS RECORDED IN PLAT BOOK 2, PAGE 252 PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA; SAID LAND NOW SITUATE IN INDIAN RIVER COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID TRACT 6; THENCE RUN S 00600'00" W ALONG THE SOUTH LINE OF SAID TRACT, SAID SOUTH LINE ALSO BEING THE SOUTH RIGHT—OF—WAY LINE OF 13th STREET SW (30' R/W), A DISTANCE OF 637.58 FEET TO A POINT; THENCE N 00'22213" E DEPARTING SAID SOUTH LINE, A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE N 00'22'13" E, A DISTANCE OF 30.00 FEET; THENCE N 90600'00" E, A DISTANCE OF 545.89 FEET; THENCE N 30'35114" E, A DISTANCE OF 23.30 FEET; THENCE N 00°23'24 E ALONG A LINE 20.00 WESTERLY OF AND PARALLEL TO THE WESTERLY RIGHT—OF—WAY LINE OF 20th AVENUE SW (60' R/W), A DISTANCE OF 352.80 FEET TO A POINT; THENCE N 89059'58" E, A DISTANCE OF 20.00 FEET TO A POINT ON THE WESTERLY RIGHT—OF—WAY LINE OF SAID 20th AVENUE SW; THENCE S 00°23'24" W ALONG SAID WESTERLY RIGHT—OF—WAY LINE, A DISTANCE OF 402.86 FEET; THENCE S 90000'00" W DEPARTING SAID WESTERLY RIGHT—OF—WAY LINE, A DISTANCE OF 577.60 FEET TO THE POINT OF BEGINNING. SAID LANDS CONTAINING 24,903 SQUARE FEET '0.57 ACRES), MORE OR LESS. VELCON GROUP, INC, V G ENGL%TFRS & SURVEYORS 702 S.W. PORT ST. LUCIE BLVD. PORT ST. LUCIE, FLORIDA 34953 (772) 879-0477 (772) 871-6659 (FAX) 01/70/06 LICENSE BUSINESS 84942 PAGE I OF 2 ti Nul A JUNVLI NOT TO SCALE T — R/W TITLE: PROPOSED RIGHT-OF-WAY PURCHASE PROJECT: WINDING CREEK SUBDIVISION JOB No.: 04-220 NORTHERLY 2.7 ACRES OF TRACT 6 N89'59158"E 20.00' 9 20' THE LAST GENERAL PLAT OF THE LANDS OF THE INDIAN RIVER FARMS COMPANY PLAT BOOK 2, PAGE 25 ST. LUCIE (NOW INDIAN RIVER) COUNTY, FLORIDA PORTION OF SOUTH 1/2 OF TRACT 6 qE r v LEGEND POB POINT OF BEGINNING POC POINT OF COMMENCEMENT RIW RIGHT-OF-WAY CDR COR CORNER OHE OVERHEAD ELECTRIC WPP WOOD POWER POLE AMCll r ANCHOR P PLAT N 00'22' 13"E 30.00' N 90'00' 00"F 545.89' L1 N 04 N30035'1 4"E 23.30'-\ o J`JV UU UV w 577.60' ADDITIONAL R/w DEDICATED TO INDIAN RIVER COUNTY _ _ so _w 1L'_QiRo aoaa___ S90'00 0 W - �- �- - - _ 637.58' ----- ---- J-3_r�NAL--- — . N00022'1 3"E 60.00' VELCO_N GROUP, INC. V G ENGINEERS & SURVEYORS 702 S.W. PORT ST. LUCIE BLVD. PORT ST. LUCIE, FLORIDA 34953 (772) 879-0477 (772) 871-6659 (FAX) . LICENSE BUSINESS SOUTHEAST COR TRACT 6 PAGE 2 OF 2 01/10/06 I J 1 0 1-ZJ '- I L) U � I r I SKETCH OF DETS,CRI 1 ON t= ROBERT F. KEMERSON PROFESSIONAL SURVEYOR AND MAPPER STATE OF FLORIDA J! 6285 TITLE: 30' RIGHT-OF-WAY DEDICATION PROJECT: WINDING CREEK SUBDIVISION JOB No.: 04-220 Exi LEGAL DESCRIPTION: A 30.00 FOOT WIDE STRIP OF LAND FOR RIGHT—OF—WAY PURPOSES LYING IN A. PORTION OF THE SOUTH ONE—HALF (1/2) OF TRACT 6, SECTION 26, TOWNSHIP 33 SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF LANDS OF THE INDIAN RIVER FARMS COMPANY AS RECORDED IN PLAT BOOK 2, PAGE 25, PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA; SAID LAND NOW SITUATE IN INDIAN RIVER COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF SAID TRACT 6; THENCE RUN S 00000'00" W ALONG THE SOUTH LINE OF SAID TRACT; SAID SOUTH LINE ALSO BEING THE SOUTH RIGHT—OF—WAY LINE OF 13th STREET SW (30' R/W), A DISTANCE OF 637.58 FEET TO A POINT; THENCE N 00°22'13" E DEPARTING SAID SOUTH LINE, A DISTANCE OF 30.00 FEET TO A POINT ON THE EXISTING NORTHERLY RIGHT—OF—WAY LINE OF SAID 13th STREET SW AND THE POINT OF BEGINNING; THENCE CONTINUE N 00022'13" E DEPARTING SAID NORTHERLY RIGHT—OF—WAY LINE, A DISTANCE OF 30.00 FEET; THENCE N 90000'00" E ALONG A LINE 30.00 FEET NORTHERLY OF AND PARALLEL TO THE NORTHERLY RIGHT—OF—WAY LINE OF SAID 13th STREET SW, A DISTANCE OF 577.60 FEET TO A POINT ON THE EXISTING WESTERLY RIGHT—OF—WAY LINE OF 20th AVENUE SW (60' R/W); THENCE S 00'23'24" W ALONG SAID WESTERLY RIGHT—OF—WAY LINE A DISTANCE OF 30.00 FEET TO A POINT ON SAID NORTHERLY RIGHT—OF—WAY LINE OF 13th STREET SW; THENCE S 90600'00" W ALONG SAID NORTHERLY RIGHT—OF WAY LINE OF 13th STREET SW, A DISTANCE OF 577.59 FEET TO THE POINT OF BEGINNING. SAID LANDS CONTAINING 17,328 SQUARE FEET (0.40 ACRES), MORE OR LESS. VELCON GROUP, INC. V G ENGINEERS & SURVEYORS 702 S.W. PORT ST. LUCIE BLVD. PORT SL LUCIE, FLORIDA 34953 (772) 879-0477 (772) 871-6659 (FAX) 01/70/05 LICENSE BUSINESS x/4942 PAGE 1 OF 2 JI H �>UNVLT TITLE: 30' RIGHT-OF-WAY DEDICATION NOT TO SCALE PROJECT: WINDING CREEK SUBDIVISION JOB No.: 04-220 T — R/W NORTHERLY 2.7 ACRES OF TRACT 6 c 7n THE LAST GENERAL PLAT OF THE LANDS '•' OF THE INDIAN RIVER FARMS COMPANY - PLAT BOOK 2, PAGE 25 o SL LUCIE (NOW INDIAN RIVER) COUNTY, FLORIDA N < PORTION OF SOUTH 1/2 oa � OF TRACT 6 LEGEN o B p POB POINT OF BEGINNING N ROD POINT OF COMMENCEMENT Cf ;� w aSIR R W RIGHT—OF—WAY COR CORNER E X �""'� t` m OHE OVERHEAD ELECTRIC i 1 I AND ANCH PLAT OR WEP, POLE Fk N 00'22' 13'E 30.00' S00023'24'W—\ 30.00' o (FUTURE R/W) N90'00'00"E 577.60' �� ,� ii o//,PROPOSED 30' R/W DEDICATED TO INDIAN RIVER COUNTY j 11 o S90'00'00 W _ 577.59 _ SOUTH uNe 137: - S SEE?' b" Y a9 -_R W' 1��_D,IRL80AR� _TRACT_E S90'00 00 W --- __-- J-3_L`AWAL_3o�WI--- --- N00'22'13"E 30.00' VELCON GROUP, INC, V G ENGINEERS h SURVEYORS 702 S.W. PORT ST. LUCIE BLVD. PORT ST. LUCIE, FLORIDA 34953 (772) 879-0477 (772) 871-6659 (FAX) LICENSE BUSINESS #4942 PAGE 2 OF 2 01/10/06 I rZ, I I I I I II I { 16 I I I � I I I II r I 3 C}j<^ � I w7.vai I I <. III .I 4 =< �) Z T`— SOUTHEAST ~ SOUTHEAST COR I �, TRACT 6 I < v iY I SKETCH OF- DESC [FTION ROBERT F KEMERSON PROFESSIONAL SURVEYOR AND MAPPER STATE OF FLORIDA # 6285