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HomeMy WebLinkAbout2006-040 j oYo AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 30th day of November 30 , 2005 by and between Indian River County, a political subdivision of the State of Florida ("County") , and (Dave W . Wetherington and Janice Wetherington (as to a Life Estate) and Dave W . Wetherington and Janice Wetherington Trustees of The Wetherington Family Trust, U. T . D . 21St day of October 1996 ( as to a remainder interest) (" 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, �t .. , .. c .. ,. ,. 7 v +. , i ,. ,. , , A ,. cZnn i nth o , r, t * , XT .. _ n� � t. f � � . . .. rT... a : n . . . UICIL l. ellalll parCei vl IUai yiUIJciry IUL aMUu aL J .) w 13 JI . J vv , v ero BeaCh % . vuiity vl uiuicui ruvci , State of Florida and more specifically described in Exhibit "A , " containing approximately 19 , 650 square feet or 0 . 45 acres , zoned A- 1 , Agricultural ( 1 ) unit per (5 ) acres , IRC Future Land Use designation is L- 1 which is (3 ) units per acre , and all improvements thereon, together with all easements , rights and uses now or hereafter belonging thereirio (collectively, "Property") . 2 . ( Purcl_aase price ,11 ffective ate. The purchase price (t e " ur rice") for the Property shall be, T rs (533 75ff 00) . 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. 3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property. County shall, within thirty (3 0) days from receipt of the Ownership and Encumbrance Report , deliver written notice to Seller of title defects . Title shall be deemed acceptable to County if ( a) County fails co 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 Standard Agreement to Purchase and Sell I Real Estate — Dave W . Wetherington and Janice Wetherington (as to Life Estate) and Dave W . Wetherington and Janice Wetherington Trustees of The Wetherington Family Trust, U . T. D . 21 " day of October 1996 (as to a remainder interest) Parcel ID No . 33 -39-28 -00001 -0060 - 00001 . 1 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 . (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) The Seller shall deliver to the County an affidavit, in form acceptable to the County, certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such 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 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 Controlling Law . This Agreement shall be construed and enforced in accordance with the Standard Agreement to Purchase and Sell 2 Real Estate — Dave W. Wetherington and Janice Wetherington (as to Life Estate) and Dave W . Wetherington and Janice Wetherington Trustees of The Wetherington Family Trust, U . T. D . 2151 day of October 1996 ( as to a remainder interest) Parcel ID No . 33 -39 -28-00001 -0060-00001 . 1 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 . T his 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: Seller : Dave W . Wetherington and Janice Wetherington ( as to Life Estate) and Dave W . Wetheringon and Janice Wetherington Trustees of The Wetherington Family Trust, U . T . D . 21 ' . day October 1996 ( as to remainder interest) Address : 5300 13th St . SW : Vero Beach, Florida, 32968 - 5825 If to County: Indian River County 184025 th Street, Vero Beach, FL 32960 Attn : Ron Callahan/Engineering Division 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 Standard Agreement to Purchase and Sell 3 Real Estate — Dave W . Wetherington and Janice Wetherington (as to Life Estate) and Dave W . Wetherington and Janice Wetherington Trustees of The Wetherington Family Trust, U . T. D . 21 't day of October 1996 (as to a remainder interest) Parcel ID No . 33 -39 -28 -00001 - 0060 -00001 . 1 Agreement, each party shall bear its own attomey' 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 RedUiTed: This Agreement is subject to approval by 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 2805 .23 (3)(a), the beneficial interest in any entity registered withthe 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`Yo) 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: INDIAN RIVER COUNTY, FLORIDA B OFC TY COMMISSIONERS By: B aloxop X&'abi s "sari �t st t+#if D ve Wetherington, In vidually and Arthur R Neuberger , airman As Trustee Date Signed February 7 , 2006 Date Signed: /- 2, +,/ — 0 C Ronald L. Callahan , y Real Estate Acquisition AgentV41 By, Date Signed .hc 6 Trustee Wetherington Individua y and ; F � As T , , test J B on , Clerk � .. B Date Signed : 1 - 24-- 06 Deputy Gh6tk,! . , j a . �. tim APPROVED qLpty Adre4nistrator APPR D AS TO FORM N 11RE1Cl� r MARIAN - E L ASSISTANT COUNTY ATTO NEY Standard Agreement to Purchase and Sell Q Real Estate — Dave W. Wetherington and Janice Wetherington (as to Life Estate) and Dave W. Wetherington and Janice Wetherington Trustees of The Wetherington Family Trust, U.T.D. 21 " day of October 1996 (as to a remainder interest) Parcel ID No. 33 -39 -28-00001 -0060-00001 . 1 " z 100 0 50 100 200 tX h GRAPHIC SCALE ( IN FEET ) Q 1 (fJ 1 inch = 100 ft. 1 0 SOUTH LAKE N DIAMOND SUBDIVISIONI i� 1 LAKES 00 DANIEL E & RANDI W DEMPSEY DAVE W & JANICE WETHERINGTON LJ- ` 1 W N P . B . 18 , I W 1 PHASE 1 E oz PG . 66 1 z 33 - 39 - 28 - 00001 - 0060 - 00001 . 0 33 - 39 - 28 - 00001 - 0060 - 00001 . 1 0 z i P . B . 17 , Q w l PG . 95 E F z ' Q , 1 16 ' LA Sz)E EAST M1 N1 "' � A . LL- LIMI ! LU ALUCCI EAS [ fd EflT WC) � 1S MAINTENANCE F SEMENi LLA 10 ' F. P L EASEMENT z EXISTING R / W LINE _ 327 . 5 ' t EXISTING co ' // � � � � R / W LINE G) 327 . 5 ' f EXISTINP�E �� �� �� � /_ rn 0 01 694 . 75 ' ± 13TH STREET SM. _E 1 / 4 SECTION LINE & S . LINE TRACT 6 LEGAL DESCRIPTION The North 60 feet of the South 90 feet NOTES East 10 acres of the West 20 acres of 1 . This sketch and description is not valid without the N signature and the original raised seal of the Florida Tract 6 , Section 28 , Township 33 South , registered Surveyor and Mapper named hereon . Range 39 East , according to the last 2 . This sketch and description meets or exceeds all general plat of the lands of the Indian LEGEND & ABBREVIATIONS applicable requirements of the Minimum Technical River Farms Company recorded in Plat Standards as established in Chapter 61G17 - 6 , Book 2 Page 25 of the Public: Records P . B . = Plat Book > 9 Florida Administrative Code . > of St . Lucie County , Florida . PG . = Page 3 . This sketch and description and adjoining parcels a R W = Right — of — Way Containing 19 , 650 square feet , more g y may be subject to easements , restrictions , reser— or less , or 0 . 45 acres . O . P . B . = Official Record Book vations , or right — of — ways not shown and may be Q Now lying in Indian River County , Florida . Ac , = Ac '.es found in the Public Records . co 4 . This sketch and description does not represent a 3 field survey . Existing property conditions or features CERTIFICATION_ are not shown . Surve , r �� d er in responsible charge Michael O ' BrienP . S . M . Date l THIS IS NOT A BOUNDARY SURVEY o Florida Registration No . LS 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION Q Indian River Count Sur vezi�cf' PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT Q NDIAN RIVER COUNTY ADMINISTRATION BUILDING TAP WN BY: sHEET iaao 2acn sTREEi ✓ND/.4N R/t/ER COUNTY SECTION 24SKETCH AND DESCR/PT/ON OF VERO BEACH , FL 32960Oeperlmenl of Pub//c WorksROVED B . TOWNSHIP 33S A Porl/on of 13111 SXreel SW.( 7z) 5s7— e000 ; ,o� Engineering Division M. O 'BR/EN RANGE 39E in Seclion 28, T33S, R39E OF 1