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HomeMy WebLinkAbout2003-317 -.�.,, J1 • J $ d UvS ORIGI 'N" AL 03 AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 23rd day of October, 2003 by and between Indian River County, a political subdivision of the State of Florida ("County") , and Indian River Industrial Center, Inc . , a Florida corporation , 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 4900 41s' Street, County of Indian River, State of Florida and more specifically described on Exhibit "A," containing approximately 9 ,740 . 5 square feet or 0 . 224 acres 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 Six Thousand Forty-Eight and 00/ 100 Dollars ($ 6 ,048 . 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 (30) 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 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 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. Standard Agreement to Purchase and Sell 1 Real Estate — Indian River Industrial Center, Inc. Parcel ID No . 28 -32-39-00001 -0060-00001 . 0 4A 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 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 . Standard Agreement to Purchase and Sell 2 Real Estate — Indian River Industrial Center, Inc. Parcel ID No. 28-32-39-00001 -0060-00001 .0 r 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: Seller: Indian River Industrial Center, Inc . (Jeff Thompson) Address : 2307 Seville Avenue City, State , Zip : Vero Beach , Florida 32960 If to County: Indian River County 1840 25th Street, Vero Beach , FL 32960 Attn : _Ron Callahan/En in�g 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 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 County as set forth in paragraph 2 . Standard Agreement to Purchase and Sell 3 Real Estate — Indian River Industrial Center, Inc. Parcel ID No. 28-32-39-00001 -0060-00001 . 0 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 . SELLER : INDIAN R COUNTY, FLORIDA BOA OF COUNT C SSIONERS Name : Indian Ri r In trial C ter, Inc . By: OE V'c By : Kenneth R . Macht, Chairman Thomas ompso F1RFsiD&LoFF Date Signed : Date Signed : _11 - 18 - 2003 �v Z � v3 ATTEST : J . K. Barton , Clerk By: Deputy Clerk Date Signed: /// l - 0� Indian River County Approves a � ° w. Na on d L Cal h n,, Administration it By Budget ounty Right-of-W. Agent Co , Attol' (lyy Risk Management Date Signed : 23 Department1 , 41 � t Division R G —D AFPitryb' `= AS Tr_; r! oR i AND 1 ,tX BY SISTANT Cot 4 ; , afiTGhNEY Standard Agreement to Purchase and Sell 4 Real Estate — Indian River Industrial Center, Inc. Parcel ID No . 28 -32-39-00001 -0060-00001 .0 1346 . 3 ' 50 0 25 50 100 I I GRAPHIC SCALE IN FEET ) LEGAL DESCRIPTION 1 inch = 50 ft. `V The North 35 feet of the South 100 feet of the East ; 2 . 94 acres of Tract 6 , AND the North 35 feet of the M South 100 feet of the West 5 . 56 acres of Tract 7 , in Section 28 , Township 32 South , Range 39 East , according Industrial Center to the last general plat of the lands of the Indian River 2 . 94 Ac . CO Farms Company recorded in Plat Book 2 , Page 25 of the I — v v Public Records of St . Lucie County , Florida . Q Q Containing a total of 9 , 740 . 5 square feet . W Cr. Now lying in Indian River County , Florida . , W N I LO Murphy i Lo Reservation Deed I "' No . 503 Existing R /W - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - p 10 10 41ST 001 STREET w _L 96 . 3 ' t; 182 ' i S ��-- 1 / 4 Section Line 1346 ' CERTIFICATION 06 N I , Charles A . Cramer, hereby certify that I am a registered Professional Surveyor and Mapper licensed to practice in the state of Florida , that this sketch was made under my immediate supervision , and that it is accurate and correct . I further certify that this sketch meets the Minimum Technical standards as described in Chapter 611317 of the Florida Rd- nistrative Code , pursuant to F. S . Chapter 472 . w Z�oz Charles A . Cramer , P . S . M . Reg . # 4094 Date THIS IS NOT A SURVEY Indian River County Surveyor SKETCH TO ACCOMPANY LEGAL DESCRIPTION 1840 25th Street , Vero Beach , FL 32960 0 ( 561 ) 567 - 8000 PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT a ti