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HomeMy WebLinkAbout2008-1756-3-o8 �DD AGREEMENT FOR GRANT OF EASEMENT BETWEEN ANNE FROST AS TRUSTEE OF THE ANNE FROST IRREVOCABLE TRUST AND INDIAN RIVER COUNTY THIS AGREEMENT FOR GRANT OF EASEMENT ("Agreement") is made and entered into as of the 3rd day of June , 20082 by and between Indian River County, a political subdivision of the State of Florida ("the County"), whose address is 801 27th Street, Vero Beach, FL 32960, and Anne Frost, as Trustee of the Anne Frost Irrevocable Trust, whose address is 9300 Highway A -1-A, Vero Beach, FL 32963 ("Seller"), who agree as follows: WHEREAS, Anne Frost, as Trustee of the Anne Frost Irrevocable Trust owns property located at 9300 Highway A -1-A, Vero Beach, FL 32963. 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 improve and expand utility service along Highway A-1 -A in the near future and the expansion will impact and affect Seller's property; and WHEREAS, in order for the County to proceed with its utility expansion plans, the County needs to purchase an easement from landowners adjacent to Highway A -1-A; and WHEREAS, the County has contacted Seller and has offered to purchase a 150 square foot easement from Seller to be used as a utility easement as depicted on Exhibit "A" (the Property); and WHEREAS, the County is prepared to take the easement 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 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, a utility easement in that parcel of real property located at 9300 Highway A -1-A, Vero Beach, FL and more specifically described in the sketch and legal description attached as Exhibit "A", (5'x 30' or150 square feet 0.0034 acres), (collectively, the "Easement"). 2. Purchase Price. Effective Date. The purchase price ("Purchase Price") for the Easement shall be the County connecting Seller's commercial building at 9300 Highway A- 1 -A, Vero Beach, FL to the County water and sewer system at no charge to Seller. The connection shall be made upon completion of the installation of the sewer service to the area. Following the installation of the contemplated improvements, the County agrees to replace all landscaping within the easement area to the condition existing as of the date of this Agreement. In addition to the foregoing, The County agrees to replace and/or repair all damages to the property of Seller arising from or in any way related to the construction of the contemplated improvements, including, but not limited to replacement repair or re- positioninccof Selle[[s irri� tion system including pumps, piping, sprinklers and electrical f1onn cec ions4 h #Fec�ivefate 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 utility easement, 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"). 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 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 Easement 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 Easement, and shall record no documents in the Public Records which would affect title to the Easement, without the prior written consent of the County. 4.3 There are no existing or pending special assessments affecting the Easement, 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 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'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 Board of County Commissioner's approval of this Agreement. The parties agree that the Closing shall be as follows: (a) The Seller shall execute and deliverto the County an Easement in 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 Easement and Seller shall deliver possession of the Easement 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. (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. 3 6.2 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. 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 Easement and any release or satisfaction obtained by Seller pursuant to this Agreement. 7.1.2 Documentary Stamps required to be affixed to the Easement. 7.1.3 All costs and premiums for the 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 Easement. 8. Miscellaneous 8.1 Controllinq 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 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 Bindinq 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: Anne Frost, as Trustee of the Anne Frost Irrevocable Trust 10 9300 Highway A -1-A Vero Beach, FL 32963 If to County: Indian River County 1840 25th Street Vero Beach, FL. 32960 Attn: Land Acquisition/Robert Webb 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, the prevailing party shall be entitled to an award of attorney's fees and costs. 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. 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. SELLER: By: "%C`zz� Anne Frost, as Trustee of the Anne Frost Irrevocable Trust Date Signed:�3 I ao(:t)% Approved as to form and legal sufficiency: #)"� Oje- William K. DeBraal , Deputy County Attorney INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTYLO M SIO-NERS/ il- JA By Sa dra L. B'owdan, Chatrn?an Date Signed: `Tune 3. 2008 Attest: J. K. Barton, Clerk By Deputy ClEtrk Date Signed: G- y- 0 q m SKE rr H ©rte DE3CRIP77 0AI PAR? DF LOT 3, BLOCK 'A", SLJMMERPLACE UN<< I ,AS RECORDED !N PL17 33DK, 5, PAGE 5E PU3JC RECORDS OF INDIAp� .R,✓E;? COUNTY, FLORIDA CD �rn� --1 DESCRIPTION OF A PP,OPOSFD UTN17Y EASEMENT, -- A 5.00 FOOT WIDE UTILITY EASEMENT LYING AND BEING W.THI N LOT 5, BLOCK "A", y SUdMERPLACE UNIT 1 AS RECORDED IN PLAT BOOK 6, PAGE 55, INDIAN RIVER - COUNTY, FLORIDA, BEING MORE .?ARTICULARLY DESCRIBED AS FOLLOWS: THE SOUTH &OD FEET OF THE NORTH 15.00 FEET OF THE WEST 27.31 FEE- OF .DT 5 BLOCK "A" SUMMERPLACE UNIT 1, AS RECORDED IN PLAT BOCK 6, PAGE 56 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA. SAID EASEMENT CONTAINING 150.00 SQUARE FEET, MORE OR L SS. SURVEYOR'S NOTES 1. UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYGR ANC MAPPER, THIS DRAWING, SKETCH, PLAT OR MAP IS FOR INFORMATIONAL-PURPDSES ONLY AND IS NOT VALID. 2. LANDS SHOWN HEREON WERE NOT ABSTRACTED OR RESEARCHED BY THIS OFFICE FOR RIGHTS—OF—WAY, EASEMENTS OF RECDRD, RESERVATIONS, OWNERSHIP, ABANDONMENTS, DEED RESTRICTIONS, ZONING REGULATIONS OR SETBACK LINES, LAND USE PLAN DESIGNATION, ADJOINING DEEDS OR MURPHY AC- DEEDS. THIS SURVEY IS NOT INTENDED TO DELINEATE WETLANDS, LOCAL AREAS OF CONCERN OR ANY OTHER cJR!SDICTIONAL DETERMINATION. 3. THIS OESCRIFTIDN AND SKETCH CONSISTS OF 2 SHEETS AND ONE IS NOT VALfD WITHOUT THE OTHERS. - 4. THIS EXHBIT DOES NOT INTEND TC REFLECT OR DETERMINE OWNERSHIP, 5. THIS IS NOT A BOUNDARY SURVEY. THIS IS A SKETCH OF LEGAL DESCRIPTIDN ONLY. 6. THE BEARINGS SHOWN HEREON ARE BASED ON AN ASSUMED DATUM. THE BEARING ALONG THE CRK7ERLINE OF WABASSO BEACH ROAD BEING NORTH 90'OVOID" EAST AND ALL OTHER BEARINGS, IF SHOWN, ARE RELATIVE THERETO. 7. ALL DIMENSIONS AND ANGLES FOR LOT 5, BLOCK "A', STATE ROAD A --,—A AND WABASSO BEACH ROAD ARE AS SHOWN ON THE PLAT OF SUMMER°LACE UNIT 1 AS RECORDED IN PLAT BDOK 6, PAGE 56, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA. NOTE: THIS SURVEY CONSISTS OF 2 SHEETS AND SHALL NOT BE CONSIDERED VALID JNLESS BOTH SHEETS ARE PRESENT AND SHEET BEARS THE ORIGINAL SIGNATURE AND RAISED SEA! OF THE FLORIDA REGISTERED SURVEYOR AND MAPPER.. CARTER ASSOCIATES, INC. CONSULTING ENGINEERS AND L'dD SURVEYORS 'FRANK S'' L,CCURTSE, P.S.M. SIGNATURE DATE n ORIDA EGISTRATION No 4755 . C TER, SOCIATES INC L3._2D5_, CAIServing `Florida Since 1911 j PP.DJ#'05-41E BY: NNE Di9G#l' 18490 A DATE: 1/06/08 SHEET 1 OF 2 '705 YERD Z1ST STREET BEACH, FLORIDA 32960-3472 772-562-4191 772-562-7160 }}(TEL 4FAX, 'FRANK S'' L,CCURTSE, P.S.M. SIGNATURE DATE n ORIDA EGISTRATION No 4755 . 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