HomeMy WebLinkAbout2008-315 AGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN
IRA J . JR . AND VIRGINIA BINGHAM AND INDIAN RIVER COUNTY
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement" ) is
made and entered into as of the 3rd day of September , 2008 , by and between Indian
River County , a political subdivision of the State of Florida ( "the County" ) , and Ira J .
Bingham Jr, and his wife Virginia Bingham , ( "Seller" ) , who agree as follows :
WHEREAS , Ira J . and Virginia Bingham own a 9 . 113 ± acre parcel of property
located north of 73rd Street on 66th 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 near future and
the road expansion will impact and affect the Seller' 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 Seller and has offered to purchase a 104 , 370
square foot (2 . 396 acre ) parcel of property from Ira J . and Virginia Bingham to be used as
right-of-way as depicted on Exhibit "A" (the Property ) ; and
WHEREAS , Ira J . and Virginia Bingham are represented by Raymer F . Maguire III of
the law firm of Fixel , Maguire & Willis , 1010 Executive Center Drive , Suite 121 , Orlando ,
Florida ; and
WHEREAS , the County is prepared to take the Property by using its power of
eminent domain ; and
WHEREAS , Seller 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
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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 north of 73rd Street on
66th Avenue , Vero Beach , Florida . and more specifically described in the sketch and legal
description attached as Exhibit "A" , containing approximately 2 . 396 acres , and all
improvements thereon , together with all easements , rights and uses now or hereafter
belonging thereto ( collectively , the " Property" ) .
3 . Purchase Price , Effective Date . The purchase price ( " Purchase Price " ) for the
Property shall be Eighty Three Thousand two hundred five dollars ( $ 83 , 205 . 00 ) The
purchase price was established by : ( 1 ) an appraisal of the 2 . 396 acres performed by an
MAI appraiser who was mutually agreed upon by the parties . The County shall pay and
Seller shall accept the adjusted appraised value of the 2 . 396 acres as the Purchase and
Sale price of the Property . 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 .
4 . 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 except as noted
in Exhibit "A" ; 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" ) .
4 . 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 .
5 . Representations of the Seller.
5 . 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 .
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5 . 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 .
5 . 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 .
6 . Default ,
6 . 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 .
6 . 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 :
7 , Closing .
7 . 1 The closing of the transaction contemplated herein ( "Closing " and "Closing Date" )
shall take place within 45 days following the receipt of the Appraiser' s Final Report . The
parties agree that the Closing shall be as follows :
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 deliverto 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 .
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( 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 .
8 . 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 .
9 , Closing Costs ; Expenses . County shall be responsible for preparation of all Closing
documents .
9 . 1 County shall pay the following expenses at Closing :
9 , -L1 The cost of recording the warranty deed and any release or satisfaction obtained by
Seller pursuant to this Agreement .
9 . 1 . 2 Documentary Stamps required to be affixed to the warranty deed .
9 . 1 . 3 All costs and premiums for the owner' s marketability title insurance commitment and
policy , if any .
9 . 1 . 4 Engineering costs incurred by Seller of $ 984 . 38 . The costs shall be paid directly to
the engineering firm . * qf 7 pfK ov S 7s0
9 , 1 . 5 Attorney' s fees and costs of J4Q, 4 =G0 which represents 7�R/o of the purchase price . W�
9 . 1 . 6 Appraisal fees negotiated with Armfield and Wagner.
9 . 2 Seller shall pay the following expenses at or prior to Closing :
9 . 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 .
10 , Miscellaneous .
10 . 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 .
10 . 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 .
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10 . 3 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 .
10 . 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 " it overnightcourier service or facsimile
transmission , as follows :
If to Seller: Ira J . and Virginia Bingham
199 Ira Road
Boone , NC 28607
IT to Sellers Attorney : Raymer F . Maguire ill
Fixel , Maguire & Willis
1010 Executive Center Dr. , Suite 121
Orlando , FL 32803
If to County : Indian River County
1801 27t' Street
Vero Beach , FL . 32960
Attn : Land Acquisition/Pamela Stewart
Either party may change the information above by giving written notice of such change as
provided in this paragraph .
10 . 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 .
10 . 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 .
10 . 7 Counterparts , This Agreement may be executed in two or more counterparts , each
one of which shall constitute an original .
10 . 8 County Approval Required : This Agreement is subject to approval by the Indian
River County as set forth in paragraph 2 .
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10 . 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.
IN WITNESS WHEREOF , the undersigned have execrated this Agreement as of the
date first set forth above .
SELLER : INDIAN RIVER COUNTY , FLORIDA ,
BOARD F COUNTY COMMISSIONERS
By :
Wesley S . Da%iW i IT- 4thairm'aio
Ira J . Efingham , Jr .
• f � k
Date Signed : 3 Date Signed : Se tarber 23 , M
By : - - ew�w
Virgiftra Bingham
Date Signed : 2 d d
Approved as to form and i gal sufficiency : Attest : J . K . Barton , Clerk
By c`q Q
illiam K . DeBraal Deputy Clerk
Deputy County Attorney Date Signed : � �a4 � 08
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6
66th AVENUE
PARCEL 118
PARCEL 118
32 - 39 - 06 - 00001 - 0080 - 00002 . 0
COMMENCING AT THE EAST QUARTER CORNER OF SECTION 6 ,
TOWNSHIP
32 SOUTH , RANGE 39 EAST ; THENCE RUNNING WITH THE SOUTH LINE OF
THE NORTHEAST QUARTER OF SAID SECTION 6 NORTH 89036114 " WEST A
DISTANCE OF 50 . 00 FEET ( BEARINGS ARE BASED ON SAID SOUTH LINE
OF THE NORTHEAST QUARTER OF SECTION 6 AND ALL OTHER BEARINGS
SHOWN HEREON ARE RELATIVE THERETO ) TO THE SOUTHEAST CORNER OF
TRACT 8 . SECTION 6 , OF A PLAT OF SUBDIVISION ENTITLED " INDIAN
IVISION " AS RECORDED IN PLAT BOOK 2 .
RIVER FARMS COMPANY SUBD
PAGE 25 ( ST . LUCIE ) . OF THE PUBLIC RECORDS OF INDIAN RIVER
COUNTY ; THENCE RUNNING WITH THE EAST LINE OF TRACT 8 . NORTH
00032 ' 02 " EAST A DISTANCE OF 30 . 00 FEET :
THENCE NORTH
89036 ' 14 " WEST , WITH A LINE 30 FEET NORTH OF , AS MEASURED AT
RIGHT ANGLES
THE
FEESOUTH
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BEGINNINGSECTION 69 A
DISTANCE OF 110 . 00
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NORERLY
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SAID CURVE . HAVING A RADIUS OF 3 . 083 . 00 FEET .
CENTRAL ANGLE OF O0QUTH59LINEAND
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TRACT 8 . SECTION 6 ; THENCE DEPARTING SAID CURVE . AND RUNNING
WITH SAID SOUTH LINE SOUTH 89039 ' 50 " EAST A DISTANCE OF 45 . 86
FEET THENCE ; SOUTH 00032 ' 02 " WEST A DISTANCE OF 639 . 21 FEET TO
THE POINT OF BEGINNING :
CONTAINING 0 . 675 ACRES , MORE OR LESS .
AND ALSO
NOT A SURVEY
INDIAN
RIGHT OF O I WAy MAPPING ER EY
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T OF WAY PARCEL SKETCH
66th AVENUE
4136 DATE : DATE
G . , MART I'N BURDE' TTG . P . S . M . ev DATE APPROVED By
12 - 06
NOT VALID 1141YrIDi; T TPRELIM MBHE SIGNATURE AND 12 _ oe
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1680 STONEWALL DRIVE
VERO BEACH . FL 32966 SHEET I OF 3
L06449
772-299 -4488 REVISION BY DATE
G . MARTIN BURDETTE . P . S . M . 4136
66th AVENUE
PARCEL , 118
COMMENCING AT THE EAST QUARTER CORNER OF SECTION 69 TOWNSHIP
32 SOUTH , RANGE 39 EAST ; THENCE RUNNING WITH THE SOUTH LINE OF
THE NORTHEAST QUARTER OF SAID SECTION 6 NORTH 89036 / 14 / 1 WEST A
DISTANCE OF 50 . 00 FEET ( BEARINGS ARE BASED ON SAID SOUTH LINE
OF THE NORTHEAST QUARTER OF SECTION 6 AND ALL OTHER BEARINGS
SHOWN HEREON ARE RELATIVE THERETO ) TO THE SOUTHEAST CORNER OF
TRACT 8 . SECTION 6 . OF A PLAT OF SUBDIVISION ENTITLED " INDIAN
RIVER FARMS COMPANY SUBDIVISION " AS RECORDED IN PLAT BOOK 2 ,
PAGE e- ( ST . LUCIE ) , OF THE PUBLIC RECORDS OF INDIAN RIVER
COUNTY ; THENCE RUNNING WITH THE EAST LINE OF TRACT 8 . NORTH
0003202 " EAST A DISTANCE OF 30 . 00 FEET TO THE POINT OF
BEGINNING ;
THENCE NORTH 89036 ' 14 " WEST , WITH A LINE 30 FEET NORTH OF , AS
MEASURED AT RIGHT ANGLES T09 THE SOUTH LINE OF TRACT 89
SECTION 69 A DISTANCE OF 10 . 00 FEET ; THENCE NORTH 00032 ' 021/
EAST A DISTANCE OF 669 . 32 FEET TO A POINT ON THE SOUTH LINE OF
THE NORTH ONE HALF OF SAID TRACT 89 SECTION 6 ; THENCE WITH
SAID SOUTH LINE SOUTH 89039 ' 50 " EAST A DISTANCE OF 10 . 00 FEET ;
THENCE DEPARTING SAID LINE SOUTH 00032 ' 02 " WEST A DISTANCE OF
669 . 33 FEET TO THE POINT OF BEGINNING :
CONTAINING 69395 SQUARE FEET . MORE OR LESS
ABBREVIATIONS
QUARTER
P . O . B . POINT OF BEGINNING QTR TR TOWNSHIP
P . O . C . POINT OF COMMENCEMENT TIIF TRUSTEES OF THE
O . R . B . OFFICIAL RECORD BOOK INTERNAL IMPROVEMENT FUND
IRFWCD INDIAN RIVER FARMS PG PAGE
WATER CONTROL DISTRICT . LT . LEFT
N NORTH RT , RIGHT
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W WEST
NE NORTHEAST NOT A SURVEY
NW NORTHWEST INDIAN RIVER COUNTY
SE SOUTHEAST RIGHT OF WAY MAPPING
SW SOUTHWEST RIGHT OF WAY PARCEL SKETCH
EXIST . EXISTING 66th AVENUE
DATE
8y DATE APPROVED By
PRELIM me 12 - 06
FINAL AB 12 - 06
_ _ _ ____ __ _ _ ___ __ __ _ __ __ __
CHECKED JC 12 - 06
MB 1- 18- 07 (AAPS PREPARED By
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BURDETTE d ASSOCIATES , INC . SL ALES NOT TO SCALE
1680 STONEWALL DRIVE
VERO BEACH . FL 32966 SHEET 2 OF 3 _
LB6449 DATE
772 -299 -4488 REVISION By
G . MARTIN BURDETTE • P . S . M • 4136
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o PER PLir BOOK 2 . 110 . 00 ' _ _ _
PAGE 2 S89 ° 36 ' 14 " E 2648 . 91 ' - - - -
OUARTER SECTION LINE 500 NOT A SURVEY
INDIAN RIVER COUNTY
BEARINGS SHOWN HEREON ARE BASED RIGHT OF WAY MAPPING
ON THE FLORIDA STATE PLANE
COORDINATE SYSTEM EAST ZONE RIGHT OF WAY PARCEL SKETCH
NORTH AMERICAN DATUM OF 1983 / 1999 66th AVENUE
READJUSTMENT . THE SOUTH LINE OF THE APPROVED BY DATE
NE OUARTER OF SECTION 6 , TOWNSHIP ev DATE
32 SOUTH * RANGE 39 EAST • BEARS PRELIM MB 12 - 06 _ _ _ _ _ ___ _ _ _ _ __ _ __ _ _ _ __
N89036 ' 141W AND ALL BEARINGS SHOWN REVISED AREA FINAL MB I2 - o6
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1680 STONEWALL DRIVE BURDETTE 8 ASSOCS . , INC .
VERO BEACH , FL 32966 SHEET 3 OF 3
L86449
772 -299-4488 By DATE
G . MARTIN BURDETTE • p . S • M . 4136 REVISION