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HomeMy WebLinkAbout2008-280 ORIGINAL OSE AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the L5 day of N (aus i , 20089 by and between Indian River County, a political subdivision of the State of Florida ("County") , and Laurel Homes , Inc . , ("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 16th Street, Vero Beach (see attached Exhibit "A") County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 23 , 100 square feet, 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 One Hundred Twenty-Seven Thousand Five Hundred Dollars ($ 127 , 500) . The priced is based upon an appraisal prepared by Boyle & Drake , Inc. , MAI Appraisers , on June 25 , 2008 . The value of the appraisal for the 0 . 53 acres is $ 100 , 000 , an additional $25 , 000 . 00 for damages to the site due the property being zone multi-family with the anticipated loss of 5-buildable units and the appraisal fee of $2 , 500 . 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 , Surr o r "MA&A 5 µ��� 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 FAEngineering\Louise\l.ouise Gates\16th Street ProjectTaurel Homes, Inc\LAURELHOMEI6THSTPURAGREEMT7.2.08.doc - 1 - i ORIGINAL 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 . 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 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 . 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 ) 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 30 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. FAEngineering\Louise\L.ouise Gates\16th Street Project\Laurel Homes, Inc\LAURELHOME16THSTPURAGREEMT7.2 .08.doc - 2 - i . ORIGINAL (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 . 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 prior to the Closing Date . 7 . Closinq 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 . 1 . 4 Prorated taxes for the current year. 7 . 1 . 5 The County shall install a concrete drainage structure near one of the property lines and pipe under the road for future drainage requirements . 7 . 1 . 6 The County shall clear and grade the property over which the temporary construction easement has been placed to ensure proper drainage exists after County construction has been completed . 7 . 1 . 7 The Seller shall approve the placement of the drainage structure and the final grading of the temporary construction easement property . 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 FAEngineeringEouise\I.ouise Gates\ 16th Street ProjectUAurel Homes, Inc\LAURELHOMEI6THSTPURAGREEMT7.2 .08 .doc - 3 - ORIGINAL 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 . 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 . 8A 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: DeeEllen Robinson P . O . Box 2062 Vero Beach , FL 32961 -2062 If to County : Indian River County 180127 th Street, Vero Beach , FL 32960 Attn : Land Acquisition R . 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 County shall bear the 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 . FAEngineering\Louise\Louise Gates\ 16th Street Project\Laurel Homes, Inc\LAURELHOMEI6THSTPURAGREEMT7.2.08 .doc - A - ORIGINAL 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. 8 . 11 At completion of roadway construction , County agrees to relocate fence to south property line . 8 . 12 "Seller acknowledges receipt of the " Notice to Owner" and understands his/her rights granted under Florida Law Chapters 73 and 74 . " < Initial IN WITNESS WHEREOF , the undersigned have executed thisreeme,nt as of#h+ ate first set forth above . SELLER : INDIAN RIVER COU- N fY, FLORIDA . La rel H s , Inc . BOARD OF COUNT'S g Q SSIONERS J e eae De t n obinso , ice President andra L Bowden , Chairman Date Signed : r��l2sl 0$ Date Signed : September 9 , 2008 Approved as to form and Legal sufficiency : Attest: J . K . Barton , Clerk By By A�.� i lam K . Debraal — Deputy Clerk Deputy County Attorney Date Signed : k AM r) J seph A . Baird , County Admin'il trator FAEngineering\LoulseTouise Gates\ 16th Street ProjecALaurel Homes, Inc\LAURELHOMEI6THSTPURAGREEMT7.2.08 .doc - 5 - I 5 - S 1 OTAmm 4 INDIAN RIVER FARMS COMPAN , SUBDIVISION P,B. 10. Pa. �t P. B . S. 2, PG. 25 s <s < BREEZE O D PARK hl pWkU . C7Uvs a ri I I °,>o 0000�° ks s P.B. it G• 1 67 � ©° a x 4 V Zoo: I i °"" mc��xr I $ § 1 1 (EI SLA-OS-W 0°f-°�b-mo0�.° Q I s b� 651.8'tft (20' ttE.) i(211' T.GE)/ E� n°I O 175' 35' ' ® Q R SECT M IME _. 16Tf/ STREET 1 �' . ,z9., ' tem Li :(» Lam•) a aD ___ ROSEN?700 AI�ENUE � �� _ 35' R/ � C z �j 2 7 _ � e7 Bg+pp P.B. +: PC. 87 (nNr pow) I b��B+00 9 9 77 00 3 1 dTAMAGE C+�N�1(.. A-1 170 . ny °- 92 9 9400 95+00 1 W' LR-E.1EQb l Im IMT+ AT MUM[ MX I CANAL R/Y! t as-TU-o7-woo:-oo°o-000aas % �.Nse% = o-s - PARCFl 10 1¢pBAm! s Uq),q�wF PC. 2s I (2a' DRABIACE EASEL,ENT) POINTE WEST EAST VILLAGE, PHASE I PD — PARCEL 0011 P. B. 22, PG, 59xff SUNNYDALE U TA, ACRES THE VILLAGE OF LEXINGTON — I I P. B. 79 I P . B. 14, PG. 45 i THE CLUB A PG. 18 I L_ —_ — r� : I wp�p MSA I VERO BEA PD .G@ISa ESIar° L• N Iop+�.,wE wEnl =1NOW _ a. 15: PG.� 83 Q '� U ® 1 '�9Rp1' h I - M.PSS 5 j p[TAIpW Y M1p91T meo-owozv a L s,e�oa p_ J 8 7. ,e (TRACT A) " , 3' z N 4 37.3 Z nm D.R AD759, PC. JBSI PARCEL 5 PARCEL BA �� in m O.R.B. 7s9, PC. 1861 _ _ (20' tQE) (iD' LC.E) U TRACT C - _I $ � �- - - -- —__ _._ ._ _ _ _ _ _ __ _ _ _ _ _ _ PARC4 8 LL1 95+017 96+00 b no. 7 n Dnav tME -- N B9s7Tn- E — - 18Tf/ STREET - ROSEWOOD AVENUE — - - --- - - �'-{' R R V 17 X 07 E 17.77 TRACT 0 n r z N W m 99 = n - ay 10D+00 101 T10- ' 70Z+OD 103f00 04 Q1 - 1 E lq, qn I E aR.i.IHCGI 36B-1Ai9PAf _CWAL A-I 107+00 - _ Tae+00 _ 1 - _ ttoroo - - rn+o0 - tfztCO — ns o0 - 114ta0 I[et �iW�AT MW7E MES( LLU �F °oIE18fi 1 OUGormAo-.OUoonT pELMwAON D�RAEA°EE - (� -` POINTE WEST EAST VILLAGE, PHASE 1 PD a 1 P.B. 22, PG. 59 GRAPHIC SCALE PARCEL 12 200 0 100 200 (2O' DRMNACE EASEMENT) - - INDIAN RIVER FARMS COMPANY SUBDIVISION MMM� ,pwawoBmmLLC „� ,� „°„� E,° � I P.B. S. 2, PG. 25 ( IN FEET ) V411pO°°'-01O�-OopD'." s*„-m-TlppM-oI»-oo°o..o 1 inch = 200 ft. TAABL IIpAs EC =,-7T4-os-wo 'Twwo- wzo - m (�' LCF) M e (20' T.GE) . R/M LME N BB E 9A lY T.QE LLJ 70• ADDITIONAL R/NAn°E nsa ao sLy , D.R.B 1409, PC. 1589 70' ADDITIONAL R 7L.aa-oe_UOUi_o.eo- U j l z — - - — - - . - - — - OB..R. 7367. PC. 27 ARCEL 9 (701, R/W) - � 1A,E -- N s9ssor E 16TJy STREET ROSEWOOD .4 t�E'NUEJz , a oy I 11++00 }. oJJ 00 riB 00 R 1' �IJN£ N 89ST' £ .r,aa i17+OD fib+00 119+OD )701w 1P1+00 _ _ _ -- _ _ — _ _ RLI L' �M€ B9'SyTb_j�� _ _ 1224w 1 32s Z4+00 ao _ _ _R IV LBJ� _ �9'SJ'0Y E X31+00 Q 325 ¢ IMS AT 7'gNTE TESL ITU 573.6 — SU°pE-0000—owoaa -- _I_ —_ _ _ c �. KAIIR,R C L S°li wplsc Tpp°, U-S k]9-m-mwhUmo-oo°°La y�i-gip) o- o Ix#kt TIM® NC - ` ` REOIEJ111°N ! ppIEUEL I 11-�p-W-wwFw10. POINTE WEST EAST VILLAGE, I INDIAN RIVER FARMS COMPANY SUBDIVISION EGEND & ABBREVIATIONS ww1.0 PHASE I PD, P.B. 22, PG, 59I I P . B .S. 2, PG, 25 It-= CENTERLINE PG. – PAGE I . R. F. W. C. D . = INDIAN RIVER FARMS P . I . D . = PARCEL IDENTIFICATION NOT VALID OR COMPLETE WITHOUT SHEETS 1 AND 2 AS CREATED WATER CONTROL DISTRICT PSM = PROFESSIONAL SURVEYOR THIS IS NOT A BOUNDARY SURVEY _ SKETCH TO ACCOMPANY LEGAL DESCRIPTION 0- R . B. = OFFICIAL RECORDS BOOK AND MAPPER P . 81 - PLAT= PLAT BooK R /w= RlcliT- OF- WAY P . B. S. = ST. LUCIE COUNTY PLAT BOOK T. C. E. = TEMPORARY CONSTRUCTION PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT ' INDIAN RIVER COUNTY 2 ADMINISTRATION BUILDING 1AII RIVE,? COUNTY SECTION 06, 07 EASEMENT ERO 25111 STREET S. ERHAROT SKETCH AND DESCR/PT/ON OF SHEET VERO BEACH. - 00 � _ DEPARTMENT OF PUBS/C WORK APPROVED BY: TOWNSHIP 33S PARCEL 9 FOR R/GHT— OF— W4 'Y / (772) ss7—a000 ,o� ENG/NEER/NG O/�'/S/ON D. SIL ON RANGE 39E ACQU/S/T/ON — K£Y MAP PARCEL 9 : RIGHT OF WAY A 70 FOOT WIDE STRIP OF LAND BEING A PORTION OF THOSE LANDS 0 50 100 200 DESCRIBED IN OFFICIAL RECORDS BOOK 785, PAGE 1923, OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY FLORIDA, FOR THE PURPOSE OF ACQUIRING ADDITIONAL RIGHT OF WAY, SAID LANDS LYING IN ® . SECTION 6 , TOWNSHIP 33 SOUTH , RANGE 39 EAST, BEING MORE GRAPHIC SCALE PARTICULARLY DESCRIBED AS FOLLOWS: THE NORTH 70 FEET OF THE SOUTH 100 FEET, OF THE . EAST 10 ACRES. O � � ( IN FEET ) o OF THE WEST 20. 42 ACRES, OF TRACT 16 , SECTION 6 , TOWNSHIP 33 z S O U ri SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF - o w FE S THE LANDS OF THE INDIAN RIVER FARMS COMPANY, RECORDED IN PLAT v IY `� o a LAUREL HOMES INC. °: BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF St. LUCIE COUNTY, w v '° `° w 00 o FLORIDA . P . I . D. No. >- > _ Z 1 W 3 F 33Zo w 33- 39 -06 - 00001 - 0160- 00002. 0 w a ax ! alcg � Wa ( PER O. R . B . 785, PG. 1923) F `-"-' oo CONTAINING. 10. 53 ACRES, 23, 100 SQUARE FEET, MORE OR LESS. oho N 22gcS W cs 0 0 d Q of I o _ O O SAID LANDS NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. O0 0 "' w w I ¢ Z 0 1 w3 W. O U M z J U W N 70 , OF THE S 1 O', OF THF w a NOTES E 10 ACRES, OF THE W 20. 42 M ACRES OF TRACT 16 1 . THIS SKETCH OF DESCRIPTION IS NOT VALID WITHOUT THE SIGNATURE — — _ _ _ AND THE ORIGINAL RAISED SEAL OF THE FLORIDA REGISTERED PARCEL 6 PARCEL 9A SURVEYOR AND MAPPER NAMED HEREON . 3 00 Q 3 T 2 . THIS SKETCH OF DESCRIPTION MEETS OR EXCEEDS ALL APPLICABLE o ° 0 0 0 � In ` ' REQUIREMENTS OF THE MINIMUM TECHNICAL STANDARDS AS a -1 0 6 ESTABLISHED IN CHAPTER 61G17 - 6 , FLORIDA ADMINISTRATIVE CODE. � W M N a o o a — _ a in 3 . THIS SKETCH AND DESCRIPTION AND ADJOINING PARCELS MAY BE 3 PER P. B. S. 2, o b 330 + /- ( TM ) � SUBJECT TO EASEMENTS, RESTRICTIONS, RESERVATIONS, OR RIGHT PG, 25 , N. R /W LINE OF WAYS NOT SHOWN AND MAY BE FOUND IN THE PUBLIC RECORDS S. LINE OF SEE'6- 33-39 OF INDIAN RIVER COUNTY, FLORIDA. & S. LINE of TRACT 16 16th STREET 4 . THIS SKETCH AND DESCRIPTION DOES NOT . REPRESENT A FIELD LEGEND BC ABBREVIATIONS SURVEY. EXISTING PROPERTY CONDITIONS OR FEATURES ARE NOT SHOWN . THE DIMENSION SHOWN ON THE SOUTH LINE OF PARCEL ADDL = ADDITIONAL P _ O . B . = POINT OF BEGINNING 9 WAS TAKEN FROM THE PROPERTY APPRAISER ' S MAP . ESMT = EASEMENT P . O . C . = POINT OF COMMENCEMENT INC = INCORPORATED R /W RIGHT OF WAY LLC = LIMITED LIABILITY COMPANY P : S . M _ = PROFESSIONAL SURVEYOR O_ R . B . = OFFICIAL RECORDS BOOK AND MAPPER P . B . = PLAT BOOK SEC = SECTION CERTIF{ GAT1P . B . S . = PLAT BOOK St . LUCIE COUNTY T. C . E . = TEMPORARY CONSTRUCTION P . I . D . PARCEL IDENTIFICATION EASEMENT S VEYO AND MAPPER IN RESPONSIBLE CHARGE ( TM ) _ PROPERTY APPRAISER ' S MAP fly Q THIS IS NOT A BOUNDARY SURVEY DAVID M . S1LON ,' PM . DATE SKETCH TO ACCOMPANY LEGAL DESCRIPTION FLORIDA REGISTRATION No . 6139 INDIAN RIVER ASSISTANT COUNTY SURVEYOR PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT NOIAN RIVER COUNT( ADMINISTRATION BUILDIN DRAM BY., SHEET /ND/AN RIVER COUNTY SECTION 6 SK£TCH .4n�D DLSC /PTioN of 2 1840 25th STREET D SIL ON R / VERO BEACH, FL 32960 DelJo/finent of Pub//c Works APPROVED BY: TOWNSHIP ,.3.3S AND 9 FOR (772) 567 - 6000 1 th Engineering D/VIS%On D. SIL ON RANGE .39£ RIGHT- Of- WAY ACQUISITION m ,2