HomeMy WebLinkAbout2008-006DRAGREEMENT TO PURCHASE AND SEL fftfATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the day of 2007, by and between Indian River
County, a political subdivision of the State of Florida ("County"), and William C. and Eva Z.
Graves, IV, Husband and Wife, ("Sellers"), 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 66th Avenue north of
8`h Street, Vero Beach County of Indian River, State of Florida and more specifically
described on Exhibit "A" attached and incorporated by this reference herein. The property
consists of 144,710.00 square feet, containing approximately 3.32acres, and all
improvements thereon, together with all easements, rights and uses now or hereafter
belonging thereto (collectively, the "Property').
2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the
Property shall be $249,150.00 (two hundred forty nine thousand one hundred fifty dollars).
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 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.
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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 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 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 priorto 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 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.
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(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.
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 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 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 Property.
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
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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: William and Eva Graves IV
6655 8th Street
Vero Beach. FL 32968
If to County: Indian River County
1801 27th Street
Vero Beach, FL 32960
Attn: Land Acquisition/Louise Gates
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 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
a-
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.
9 Maintenance of Stormwater Parcel. The County shall be responsible for construction
and maintenance of the Stormwater Parcel. However, Sellers are granted the right, but not
the obligation, to perform landscape maintenance on the land surrounding the stormwater
pond. The Sellers shall take no action to maintain or alter the stormwater pond or its function
without prior approval of the County. The Indian River County Mosquito Control District has
the right of entry upon these tracts for the limited purpose of inspection, prevention or
treatment of mosquito control infestations as allowed by law.
10 Landscaping and Fencing the Pond. Current plans call for the stormwater pond to be
fenced and the fence will be placed on or near the property line. The County shall install a
hedge in its right-of-way inside of the fence adjacent to the retention pond. If the fence is not
placed on the property line and there is sufficient room to plant the hedge on the outside of
the fence, then, in that case, Seller may need to grant the County a landscape easement to
accommodate the planting. Seller shall be given the opportunity to meet with the County's
landscaping agent and provide comment on landscape materials used around the pond. If
there is any landscaping planned along 66th Avenue where it abuts Seller's property, Seller
shall be given the opportunity to meet with the County's landscaping agent and provide
comment on landscape materials used along the 66th Avenue right-of-way. The fence
surrounding the pond shall be a black four board wooden fence with horse wire attached. The
fenced shall be backed with chain link to prevent crawling under or in between the boards of
the fence. The County will install a double wide entrance gate to allow tractors and other
maintenance equipment into the fenced area. The parties estimate that it will take
approximately 988 linear feet of fencing at $14.00 for a total of $13,832.00, the expense of
which will be borne by the County.
11 Irrigation. The County will provide and maintain irrigation for the landscaping installed
on the parcel. However, Sellers are granted the right, but not the obligation, to provide
additional irrigation for the parcel and perform maintenance on the landscaping.
12 Fencing
along
66th
Avenue. The County,
at is expense, shall
install and maintain
temporary fencing on or near the
new 66th Avenue right-of-way during
construction of 66th
Avenue and its improvements.
The County, or
its contractor, shall
be responsible for
-s-
replacement of the fence on Seller's property prior to completion of the improvement project.
The fence shall replace the existing fence with a black four board wooden fence with horse
wire attached on the top board and the posts. This fence shall be tied into the fence
surrounding the stormwater pond on the north and west side of the pond. The parties
estimate that it will take approximately 1,301 linear feet of fencing at $14.00 for a total of
$18,214.00, the expense of which will be borne by the County.
13 Construction of the Pond. The pond shall be rectangular in shape on a north — south
axis. The pond shall have a sand bottom and the slope of the pond shall be as gentle as
possible given the size of the parcel and the required engineering standards.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
SELLER:
By: C,
William C. Graves, IV
Date Signed: 17-J 12./ ) q
n
By:
Eva ZOraves
Date Signed: 12 12-A07
Approved as to form and legal
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INDIAN RIVER'gQ,PNTY, FLORIDA
BOARD OF Eb.UNtV"QOMMISSIONERS
d ,
By � 'VAr
Sandrp L. m, Chairman
"n angary; 8, 2008
Date Signed
Attest: J. K. Barton, Clerk
By � Kl �
Deputy Clerk
Date Signed:
� — l O — ID%
Approved as to form and legal sufficiency:
sufficiency:
I rJ A/
liam K. DeBra
County Attorney'.
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