HomeMy WebLinkAbout2004-003 FRAM : EQUITY INVESTMENTS FAX N0 . : 5615156138 Dec . 17 2003 09 : 02AM P2
` Sent BY . INDIAN RIVER Co '
`` • � V/ , ' 1 772 978 Ian ; Dec - 17 - 03 8 : 15AMi Page 2 / 2
ORIGINK
AGREEMENT TO PURCHASE AND SELF, REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELi.,
and entered into as of the bf b day or n a „ ry I;LEA L ESTATE (,6 ASrmnctzt,) is ma le
County, a Political subdivision of the State of Florida ZUo 4 , by and bctwCen Indian River
LLC. a Florida Ilnnited liability company, (�cSeiler� (,,County"), and Equity Investments,
Who agr a as follows ;
1 . A�rcement to urca� d Sell T110
Seller hereby
agrees to sell to the Gourtt
Courcy hereby agrees to purchase from Seller, u
Agreement, that Celt ain parcel of real Property Ippon the terms and conditions set fo�1 , the
Avenue , Coun A P Y ted on the north side of 26"' Street, est of 6 us
tyoflndian River, State ofFIorida and more specifically described on Exlubit `cA,'*
containing approximately 2. 726 acres, and all improvements thcreOt2, tugetherwith all easements,
rights and �� now or hereafter belonging thereto (collectively, the "Pro C°ts'
2 . 726 acres to be oonvcy� a 5 ' x 3001, or .{}344 acre strip "Property) * Note: Of the total
make up the site 's 60-foot minimum right - P is dedicated without compensation to
Regulations. The Purchase Price is for fright- ince y deflc Cres x $40 52l c"cYo PUT my Land Development
2. pet acre = $ 1090%6.32)•
P base ice 1~,ffective bate. The
shall be One Hundred Nine Thousand SIx Purchase puree (the Purchase Price") for the Pro
em
The Purchase Price shall be paid on the Closing Date. Effective S and tAate o1 this A , P
the slate ah'-Two Cents ($109,Otib�32).
pen which the C. , ]WY shall have approved the ex � entsalibe
approval by the Indian Pjver County Board of County Cohan 0'Ut iers at Agri meeting of such
J30drd or by the County Administrator pursuant to his delegated authority.
3 • 'tie. Seller shall convey mxrketablo title to the Pro
liens, eaetrnc= and encumbrances ofrecobl title to t e , ply by warranty deed free of claims,
year of Closing and covcnantR, restrictions and public utility aasementser, but bo f eLect u praxcvovided of rthe
exisu at Closing no violation of any of the i'oregoirrg; and ( )
COuntY's intended use and developm= of the Property (b) none of the foregoing Prevents
3 .2 County may
order an Ownarshi anti
County shall, within PCunibrance Report with reslrect to the Property.
thirty {30) days from wither, receipt of the Own ershi and Enc
or execution of this contract by alI parties (whiehcver occurs last) deliver written notice to Seller of
A umbrance Report,
title defects. Title shall be doemcd a"cptable to County if (a) County faits ie deliver notice of
defects within il,e time sPeciftcd, or (b) County deliver.; notice and
use
bthirty (30) days from receipt ofuotiee from County oftitle defects Murati c Period jSeller curcs the c Sellers all
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 t
elect, by written notice to Selle , to: (i} to terminatrteyth30) days from the end of the Curative Period to
force and effect, or (ii) extend the Cutati ve Period for i s eadditio a h=udan s� he ofno further
subject to existing defects and proceed to closing. � 3s; or (iii) accept title
40 recenta_ riens ofthc Seller,
4 . 1 Sellcr is indefeasibly seized of markefable, fee siu is
� title to the Property, and is the sole
Sundud Agmrnunt . r.&COunty x F..qui1y lnvesuaents. t .LC.
I
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.
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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) 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.
(f) County shall prepare the deed and closing statement and pay the cost of recording the deed.
Seller shall pay for owner ' s (County' s) Title Policy and Documentary Stamps on the Deed .
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
Standard Agreement — I.R. County & Equity Investments , LLC 2
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
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 :
If to Seller: Equity Investments, LLC
777 S . Flagler Dr. , Ste . 800 W. , W . Palm Bch. , FL 33401
Attn : David Shapiro
If to County: Indian River County
1840 25th Street, Vero Beach, FL 32960
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.
Standard Agreement — I.R.County & Equity Investments, LLC 3
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 Attomev' 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 . Coun .y .2proval 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.
EQUITY INVESTMENTS , LLC INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
4DaviShajo anager ember Caroline D . Ginn , Chairman
Date Signed : 2i l6 d3 Date Signed : January 6 2004 >Cr. M
OU. w o
Attest : J .K. Barton, Clerk o v Q
By: l--3z Ak um
Deputy Clerk ¢ "' o
By: �.f/�.� .�/ v�actti > z
William M . Napier, SRPA, SRA, cc a N
County Right-of-Way Agent a a a
Date Signed : /o2 —%l -.2oa 3
EquityInv.Contract.26thSt. I I -26-03
APPROVED "
Standard Agreement — I.R.County & Equity Investments, LLC 4 4 ,0
?ountLy Administrator
Description
LA parcel of land being a portion of Tracts 14, 15 , and the East
28 . 70 acres
�eii of Tract 13 , Section 32 , Township 32 South , Range
49 East, according to
the Last General Plat of Lands of the Indian
River Farms Company , as
P . O . C . = POINT OF COMMENCEMENT recorded in Plat Book 2 , Page 25,
of the Public Records of St . Lucie County,
P . O . B . = POINT OF BEGINNING Florida , said lands now lying and
being in Indian River County, Florida , and
being more particularly described as follows: I .
Commencingat the Southwest corner of said Section 32 ,
proceed South
89' 51 28 East along the South line of the Southwest
1 /4 of said
Section 32 , a distance of 379 .33 feet to a point
on the West line of the
Notes : East 28 . 70 acres of said Tract 13 ; thence North
00' 25 ' 24 " East , along
said West line , a distance of 90. 00 feet to the
POINT OF BEGINNING ; thence
continue North .40' 25 ' 24 " East along scid West line
, a distance of 30 .00
_ 1 . This is not a survey. feet; thence South 89•
51 ' 28 " East , parallel to said South line of the
2 . Reproductions of - this sketch S .W. 1 /4 of Section 32 ,
a distance of 2278 . 76 feet to a point on the East
ore not valid unless it bears line of said S . W. 1 /4 of
Section 32 ; thence South 89' 45 ' 58 " East ,
the signature and original raised parallel to the South line of
the Southeast 1 /4 of said Section 32 , a distance
of 1328 .78 feet to a point on the East line of
said Tract 15 ; thence South
seal of a Florida licensed 00' 13 ' 26 " West along the
East line of said Tract 15 , a distance of 30. 00
.� Surveyor & Mapper. feet to a point being 90 .00 feet North
of the South line of the Southeast
1 /4 of said Section 32 ; thence North 89' 45 '
58" West a distance of
449 . 97 feet; thence South 00' 13 ' 05 " West a
distance of 35 . 00 feet;
ate_ thence North 89" 45 ' 58" West a distance of 300
, 00 feet; thence North 00'
^ ^ 13' 05 " East a distance of 35. 00 feet; thence
North 89' 45 ' 58 " West a
WEST LINE OF THE EAST Described Parcel distance of 578 . 85 feet to a
point on the aforementioned East line of the
28. 70 ACRES OF TRACT 13 (HATCHED) S . W . 1 /4 of Section 32 : thence
North 89' 51 ' 28 " West a distance of
w
2278 .83 feet to the POINT OF BEGINNING.
X 440- Containing an area of 118 , 728 square feet, or
2 . 726 acres. 3
W t�1 THE EAST 2& 70 ACRES OF 2 2 N
V) TRACT 13
o TRACT 14 N00'S 0'05~E S00' 13 ' Q5 "W o
P,O,B .
30 . 00 ' Z \ 7TRACT 15 35 . 00 ' U)
S89651 '28"E 2278 . 76 ' S89'45 ' 58 "E7 1 ;;28 . 78 '
30.00
-77 N89' S '28 "W ////7/ 1177111111711
2278 , 83 ' o N89'45 58 578. 85 ' 300 .00' N89'45 ' 58 "W 449 .97
'
OL — EX!$/INC R/W B SEPARATE lNS7RUAf£M Io — — _S— — — EXW NG R, BY
SEPANY INSTRUMENT o
- - - _ _ - ? h S`TRFE7r _ _ - - - - $- - - - - - - -
- -
S89 51128 "E — — — — — — — — ��n — — — — K� A � — — — — — �— 60 ' R/W
PER PLAT BOOT' 2, PAG£ 20, SL. C.R.
O — — — — — —
8 — — — — — — — — — — — — — — —
— — —
5 SOUTH 1/4 CORNER
OF SECTION 32 TRACT LINEISOUTH LINE OF SE. 1/4 SECTION 32
BEARING BASIS FOR THIS DESCRIPTION
SWP909co
COMC (ASSUMED DATUM)
sw. Sketch of Description
cnRn�R o� sfnaN .z2. TRACT LJNE/SO(lTH LINE OF S W. 1/4 SECT/ON 32,
Or S.E. 114 Dov 13. TOWNSHIP 32 SOUTH, RANGE 39 EAST
TMP. 32 SOUTH, RCE. 39 EAST
GRAPHIC SCALE William B . Zentz & Associates , Inc ; ` � • I - JOB
NO.
`' 152 - 001
0 100 200 400 Professional SUrveyor's & Mappers
CERTIFICATE OF AUTHORIZATION (LB) No. 6840 DATE
684 Old Dixie Highway 10/ 10/03
` ( IN FEET ) Vero Beach , FI 32962
Phone : ( 772 ) 567 - 7552 WlLL14u B."ZENT1, PLS =11Finch
. = 200 ft . Fox ( 772 ) 567 - 1 751 REGISTERED LANG SUR OR No . 5276
STATEOF ` 'FLORIDA