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HomeMy WebLinkAboutParcel Exchange AgreementPARCEL EXCHANGE AGREEMENT This Parcel Exchange Agreement (the "Agreement") is made and entered into as of the If of 2023 (the "Effective Date') by and between Schumann Road Indian River, LLC, a Florida limited liability company (the "Schumann"), whose address is 500 South Florida Avenue, Suite 700, Lakeland, Florida 33801, and the City of Sebastian, a municipal corporation of the State of Florida, whose address is 1225 Main Street, Sebastian, Florida 32958 (the "City"), with both parties being grantors and grantees hereunder as to certain properties as described below. Schumann and City may be collectively referred to as the "Parties," or individually as a "Party" RECITALS: WHEREAS, Schumann owns certain property at the intersection of Schumann Drive and U.S. Highway 1, within the existing corporate limits and boundaries of the City of Sebastian with the following Indian River County Property Appraiser Parcel Identification Numbers 31391700002406000004.0, 31391700002000100000.0, 31391700002406000007.0 and 31391700002406000001.0 (collectively, the "Schumann Parcel"); and WHEREAS, the City of Sebastian ("City') owns certain property northeast of the intersection of Schumann Drive and U.S. Highway 1 and adjacent to the Schumann Parcel, within the existing corporate limits and boundaries of the City of Sebastian with the following Indian River County Parcel Identification Number 31391700002000100000.0 (the "City Parcel'), that the City currently utilizes as Historical Park; and WHEREAS, Schumann desires to develop the Schumann Parcel for various commercial retail uses that serve the communities in the vicinity of the Schumann Parcel (the "Intended Use"); and WHEREAS, Schumann and the City have determined that it will be mutually beneficial to enter into an exchange of parcels, to wit: a 2,984.6 square foot portion of the Schumann Parcel as more particularly described in Exhibit "A," attached hereto and incorporated herein by reference (the "Schumann Exchange Parcel"), to be conveyed by Schumann to the City, for a 2,977.43 square foot portion of the City Parcel as more particularly described in Exhibit "B," attached hereto and incorporated herein by reference (the "City Exchange Parcel"), to provide a public benefit to the City and fulfill a City purpose by allowing improved access for and configuration of the City Parcel for use in conjunction with the Historical Park and to allow Schumann to more efficiently develop the Intended Use to provide commercial retail services to the residents of the City; and WHEREAS, the exchange of parcels and completion of the Additional Public Improvements at no expense to the City is in the public interest, serves a public purpose and fulfills a City purpose. age City of Sebastian Schumann Rd Parcel Exchange 2023 WITNESSETH.- NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. RECITALS. The Recitals and exhibits referenced as set forth above have been relied upon by the Parties, are incorporated herein by this reference thereto and are hereby made a part of this Agreement as if fully set forth herein. SECTION 2. THE EXCHANGEISALE TERMS. Schumann, at its sole cost and express, agrees to convey the City Exchange Parcel to the City and make certain public improvements. City agrees to convey the Schumann Exchange Parcel to Schumann. There shall be no further consideration aside from the mutual exchange of the Parcels, the additional benefit to the Schumann Property and the City Park Property, respectively, and the additional public benefit from the Additional Public Improvements. Said Additional Public Improvements are to be paid for in full at the sole cost and expense of Schumann and include the following: attached and described in Exhibit C. SECTION 3. INSPECTION PERIOD. Each of the Parties may perform such reasonable tests and investigations of the Parcel that such Party is to receive, which is or are desired to determine if it is suitable to for the purposes intended. Schumann agrees to pay or reimburse the City for such reasonable tests and investigations such that the City incurs no expense for the testing or investigations. Each of the Parties shall have sixty (60) business days from the Effective Date ("Inspection Period") to undertake such physical inspections and other investigations of and concerning the Parcel that it will receive, including surveys, soil borings, engineering and environmental studies and other tests, studies and examinations, as each Party considers useful and for its consultants to review and evaluate the Parcel to determine if it is suitable in that Party's sole and absolute discretion. Each of the Parties will allow the other Party and its representatives and agents reasonable access onto the respective Exchange Parcel to conduct such tests and studies each Party may determine to be necessary. Either Party may terminate this Agreement during the Inspection Period. Upon termination, all rights and obligations shall be null and void and neither Party shall be liable to the other Party. SECTION 4. EVIDENCE OF TITLE/TITLE INSURANCE. A. Schumann, at its sole cost and expense, shall provide title insurance for the transaction in in the amount of $24,000.00 for the Schumann Exchange Parcel and $18,000 for the City Exchange Parcel, said title insurance insuring the title of the Properties, subject only to the Permitted Exceptions (as hereinafter defined) and "Standard Exceptions" contained on the inside jacket cover of the standard ALTA Form of commitment, provided that said commitment shall provide that said Standard Exceptions 2111 City of Sebastian Schumann Rd Parcel Exchange 2023 will be deleted by the title insurance company upon the provision by the grantor of each Parcel to Schumann's counsel (the "Title Agent") a Lien, Possession and Encumbrance Affidavit in the customary form (and the Parties agreeing to furnish such affidavits at and as a part of the Closing) and a current survey of each Parcel. B. Within five (5) business days after receipt of a title insurance commitment, each grantee Party shall provide the respective grantor Party with any written objections as the respective grantee Party may have to matters set forth in the Title Commitment and the surveys which materially affect the respective Parcel. In the event any such objections are made by the respective grantee Party; the respective grantor Party shall have a period of ten (10) days from the receipt of the same in order to cure such objections. Failure to cure the objections to the respective grantee's satisfaction shall give the respective grantee the right to: (1) Waive the title objections and close the conveyance of the Parcels; or (2) Terminate this Agreement in which event all rights and obligations between the Parties shall be null and void. SECTION 5. CONVEYANCE OF LAND AND IMPROVEMENTS AND PERSONAL PROPERTY. A. The City shall convey the Schumann Exchange Parcel to Schumann by special warranty deed free and clear of all liens, encumbrances and matters, except the following: (1) Prorated taxes due and owing for the year of closing and subsequent year, [to the extent allowed for by law, the Parties recognizing that the City is a tax exempt governmental entity.] (2) Zoning, restrictions, prohibitions and other requirements imposed by governmental authority or as shown on the face of a plat. (3) Matters described in the title commitment that impact the respective Parcel, subject to the grantee rights to object to title as set forth above. (4) The matters stated in this Section are defined as "Permitted Exceptions." B. The Schumann shall convey the City Exchange Parcel to the City by special warranty deed free and clear of all liens, encumbrances and matters, except the following: (1) Prorated taxes due and owing for the year of closing and subsequent years. (2) Zoning, restrictions, prohibitions and other requirements imposed by governmental authority or as shown on the face of a plat. (3) Matters described in the title commitment that impact the respective Parcel, subject to the grantee rights to object to title as set forth above. (4) The matters stated in this Section are Permitted Exceptions. SECTION 6. SURVEY AND TOPO. Schumann shall obtain a survey and surveyor prepared legal description for each Parcel. The legal description shall be used in the respective deed for the Parcel Exchange. 3ag� City of Sebastian Schumann Rd Parcel Exchange 2023 SECTION 7. LIMITED WARRANTIES. Each Party does hereby represent and warrant to the respective grantee Party that: A. The respective grantor Party has good and merchantable fee simple title to the respective Parcel conveyed free and clear of all liens and leasehold interests (except the Permitted Exceptions and those liens which respective grantor can and shall remove at Closing) and that respective grantor can convey the same without the joinder of any other persons or entities. B. The respective grantor has no notice or information of any litigation or administrative proceeding threatened or pending against the respective Parcel to be conveyed or the respective grantor's interest in it. C. During the tern of this Agreement, the respective grantor Party shall not, without the respective grantee Party's consent, execute any easements or restrictions or otherwise take or permit any action that would constitute a title exception, or any other matter. D. Should any representation by the grantor Party herein prove false as set forth in this section, the respective grantee Party shall be entitled to terminate this Agreement in which event all rights and obligations hereunder shall terminate. All representations contained in this section shall survive the Closing. SECTION 8. ATTORNEY'S FEES. Each Party agrees to pay its own attorneys' fees incurred in connection with this transaction. SECTION 9.OBLIGATION TO CLOSE. The respective grantee Parry's obligation to close the sale contemplated hereby is expressly conditioned upon: A. All of the respective grantor Party's covenants and obligations being fully performed or performance waived by the respective grantee Party; and B. All representations and warranties made by the respective grantor Party in this Agreement being true and correct as of the Closing; and C. Neither of the Parties has terminated this Agreement prior to the end of the Inspection Period or otherwise as allowed in this Agreement; and D. Receipt and approval by each of the Parties of surveys containing the legal description of each Parcel; and E. Receipt of a marked -down title insurance commitment whereby the title insurer agrees to insure fee simple title to the Property being purchased subject only to the Permitted Exceptions. F. If the Parcel Exchange contemplated hereby is not consummated due to a default or inability to perform on the part of the respective grantor Party, then neither Party shall have any further liability to the other; provided, however, that, in the event of a respective grantor Party's wrongful refusal or wrongful failure to perform, the respective grantee Party shall also be entitled to specific performance and all other remedies available at law or in equity. SECTION 10. CLOSING. At Closing the Parties shall deliver the following documents and funds: A. Each grantor Party shall deliver a fully executed, witnessed and notarized special 411'a City of Sebastian Schumann Rd Parcel Exchange 2023 warranty deed to the respective grantee Party. Schumann shall pay all transfer taxes and any other costs of recording the deed. B. Possession of, and title to, each Parcel to be conveyed shall be delivered to the respective grantee Party by the respective grantor Party subject only to the Permitted Exceptions as set forth herein. C. The respective grantor Party shall fumish such typical affidavits as shall be reasonably required by the Title Company to remove from the Title Policy the standard printed exceptions and such other typical documents reasonably required by the respective grantee or the Title Company. D. Schumann shall be responsible for applicable prorated real property taxes as of the Closing date. E. Schumann shall deliver to the Closing Agent sufficient funds with which to pay the closing costs and to record the necessary deeds at Closing. F. Schumann shall pay for all other expense reimbursements, such that the City incurs no expense in the execution of this Parcel Exchange Agreement. G. If all requirements for Closing are met and neither Party is in default hereunder, the Parties shall exchange the deeds as set forth herein at Closing. SECTION 11. NOTICES. A. All notices required or permitted hereunder shall be in writing, addressed to the applicable notice address set forth above and deemed delivered: (1) When received in person if hand -delivered, (2) On the next day after being deposited with a recognized national overnight courier, (3) On the third day after being deposited in the U.S. Mail, certified letter, postage prepaid, return receipt requested, or (4) On the date of transmission of an email provided that email notice is transmitted before 4:30 p.m. ET on a business day that is not a federal holiday or, if by email transmitted after 4:30 p.m. ET on a business day, a day that is not a business day or on a federal holiday, on the next business day that is not a Federal holiday to the following: As to the City: City of Sebastian Attn: City Manager 1225 Main Street Sebastian, Florida 32958 With a copy to: City of Sebastian Attn: City Attorney 1225 Main Street Sebastian, Florida 32958 As to Schumann: Lawrence T. Maxwell 500 South Florida Avenue, Suite 700 Lakeland, Florida 33801 With a copy to: Timothy F. Campbell, Esquire 5�Pa,=r City of Sebastian Schumann Rd Parcel Exchange 2023 Clark, Campbell, Lancaster, Workman & Airth, P.A. 500 South .Florida Avenue, Suite 800 Lakeland, Florida 33801 Email; tcampbetl(4!c1arkcatnnbell4aw.com or such other address as delivered in writing to the other party in accordance with this notice provision. SECTION 12. BROKERS. A. The parties represent and warrant to one another that they have not dealt with any realtor, broker, or finder concerning the Parcels to be conveyed. B. Each representation, warranty and agreement contained in this Section shall survive Closing and delivery of the instruments transferring title to the Parcel to be conveyed. SECTION 13. DATE AND PLACE OF CLOSING: CLOSING AGENT. This Agreement shall be closed, at Schumann's election (a) by exchange of documents and funds by wire transfer and overnight mail, or (b) at the City Hall of the City of Sebastian, within ninety (90) days after Effective Date (the "Closing Date") unless extended by the Parties. The law firm of Clark, Campbell, Lancaster, Workman & Airth, P.A. shall function as Closing Agent and issuer of the title insurance policies provided for herein. SECTION 14. EXPENSES. Schumann shall pay the cost of recording the deeds required for the Parcel Exchange. The respective grantor Party shall pay for the cost and recording of any corrective title instruments related to the grantor Party's Parcel. SECTION 15. PRORATIONS AND ADJUSTMENTS. Schumann shall be responsible for the prorated expenses, including, without limitation, real property taxes and personal property taxes, as of the day before the Closing Date. Each grantor Party shall be responsible for other customary prorated expenses for grantor Party's Parcel except as provided for above herein. SECTION 16. RISK OF LOSS. In the event of any damage to the Parcel to be conveyed by fire or other casualty, this Agreement may be terminated by the respective grantee Party. SECTION 17. RADON, FLOOD PRONE AREAS; ASBESTOS; SOILS., Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present a health risk to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Indian River County health department. Likewise, the Parcels may be subject to flooding, and it is the obligation of the respective b1Pi City of Sebastian Schumann Rd Parcel Exchange 2023 grantee Party to ensure that they are satisfied with the condition of the respective Parcel to be conveyed to it in all respects. Also, the Parties recognize that the Parcels may contain flood prone areas or asbestos and require mitigation or remediation. Also, soil conditions may affect the usability of a Parcel. Thus, it is incumbent upon the grantee Party to evaluate any and all such matters to determine if the Parcel to be conveyed to it is acceptable to that Party in its sole and absolute discretion within the Inspection Period. SECTION 18. PUBLIC RECORDS/RECORDATION. This Agreement shall not be recorded in public records of Indian River County but will become a part of the City's official records. The Parties acknowledge that they are subject to the Florida Public Records Law and cannot prevent disclosure of this Agreement except as set forth in Section 166.045 and Section 119.0713, Florida Statutes, and Article I, Section 24 of the Constitution of the State of Florida. SECTION 19. HEIRS AND ASSIGNS. The provisions of this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties. The respective grantee Party may assign its rights hereunder. Any such assignment shall be by written instrument executed by the respective grantee Party and such assignee. Any such assignee shall assume and agree to perform all of the obligations of the respective grantee Party within such assignment. SECTION 20. GOVERNING/CONTROLLING LAW. This Contract shall be governed by, and construed and enforced in accordance with the laws of the State of Florida. SECTION 21. VENUEIWAIVER OF JURY TRIAL. Venue for any dispute shall be in the appropriate Court in the 19th Judicial Circuit Court in and for Indian River County, Florida. Parties agree to waive any right to trial by jury in the event of litigation arising hereunder. SECTION 22. LITIGATION COSTS. In connection with any litigation including, but not limited to, appellate proceedings, arising out of this Agreement, the prevailing party shall be entitled to recover all legal charges, expenses, costs and reasonable attorney's fees. SECTION 23. SECTION HEADINGS/CAPTIONS. The section headings herein contained are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement; they shall be ignored in construing this Agreement. SECTION 24. CONSTRUCTION OR INTERPRETATION OF AGREEMENT. The fact that one of the parties may be deemed to have drafted or structured any provision hereof shall not effect the interpretation of this Agreement and this Agreement is the result of bona fide arras length negotiations by and between the Parties and, accordingly, the fact that one or another Party drafted this Agreement, or any part of it, shall not be considered in construing the particular provision either in 71Pagr City of Sebastian Schumann Rd Parcel Exchange 2023 favor of or against such Party. Both Parties have contributed substantially and materially to the drafting of this Agreement. SECTION 25. COUNTERPARTS. This Agreement may be executed by the Parties in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall be deemed one and the same Agreement. Each such executed counterpart shall have the full force and effect of an original executed instrument. In the event this Agreement is executed in counterparts, the Effective Date of this Agreement shall be determined with reference to the date of the last execution of any of the counterparts. SECTION 26. TIME OF THE ESSENCE. Time is of the essence in the performance of the Agreement. The Parties agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement. SECTION 27. ENTIRE CONTRACT; INTEGRATION OF TERMS; MODIFICATION. This Agreement (and all exhibits thereto, if any) constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the Parties. No modification or amendment of this Agreement shall be valid and binding upon the parties unless in writing and executed by the parties to be bound thereby. Each person executing this Agreement on behalf of a Party warrants and represents that such person has such Party's full authorization to do so. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGES TO FOLLOW] 811'age City of Sebastian Schumann Rd Parcel Exchange 2023 IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement on the day and year indicated below and the signatories below hereby represent that they have full authority to execute this Agreement and to bind each Party set forth below. Attest: By: Signature Witness # 1 Printed Name: By: Signature Witness # 1 Printed Name: Attest: 141f�utwd' bjjipd'� Janette Williams, MMC City Clerk Approved as to Form and Legality. Je nifer Cockcroft, Esq. City Attorney SCHUMANN ROAD INDIAN RIVER, LLC, a Florida limited liability company By: Lawrence T. Maxwell, as Manager Date: CITY OF SEBASTIAN BY: Fred Jones, Mayor Date: 9/27/2023 9�P ige City of Sebastian Schumann Rd Parcel Exchange 2023 IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement on the day and year indicated below and the signatories below hereby represent that they have full authority to execute this Agreement and to bind each Party set forth below. Attest: By: Pc�-- Signs itness # 1 Printed Name: By: �, �t - signa�ure Witness # 1 Printed Name: G�Vil C/1^I� f V Attest: Jeanette Williams, MMC City Clerk Approved as to Form and Legality. Jennifer Cockcroft, Esq. City Attorney SCHUMANN ROAD IND RIVER, LLC, a Florido limited liability corn y La ce T. Maxwell, as Maiager Date: / f CITY OF SEBASTIAN BY: Fred Jones, Mayor Date: 91Putr City of Sebastian Schumann Rd Parcel Exchange 2023 Exhibit "A" City Exchanee Parcel A PARCEL OF LAND BEING A PORTION OF LOT 8, BLOCK 406, SEBASTIAN HIGHLANDS UNIT 7, AS RECORDED IN PLAT BOOK 6, PAGE 6, OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA, AND BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWEST CORNER OF LOT 8 OF SAID PLAT; SAID POINT BEING ON THE NORTH RIGHT-OF-WAY LINE OF SCHUMANN DRIVE; THENCE DEPART SAID NORTH RIGH-OF-WAY LINE AND RUN N25°28'10"E, ALONG THE EAST LINE OF SAID LOT 8, FOR A DISTANCE OF 105.00 FEET TO THE NORTHWEST CORNER OF SAID LOT 8; THENCE RUN S69°4241"E, ALONG THE NORTH LINE OF SAID LOT 8, FOR A DISTANCE OF 28.11 FEET; THENCE DEPART SAID NORTH LINE AND RUN S25°28'10"W, FOR A DISTANCE OF 108.56 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF SAID SCHUMANN DRIVE; SAID POINT ALSO BEING A POINT ON A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 384.73 FEET, A CHORD BEARING OF N62°26'44"W, AND A CHORD LENGTH OF 28.01 FEET; THENCE RUN NORTHWESTERLY, ALONG THE ARC OF SAID CURVE AND NORTH RIGHT-OF-WAY LINE, FOR A DISTANCE OF 28.02 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS APPROXIMATELY 2984.6 SQUARE/FEET OR 0.7 ACRES, MORE OR LESS SKETCH OF LEGAL DESCRIP7ION EXH= 'A* P.O.B. n Comm or a- Ib�I�1,r-�- ac a m v n�s•s ra a Ift w 1 p✓�L�DIgYLa�{�•�IIRV V✓Ol, is-c", 68 1QU J�•ID{A..V ��� • wKro a-M Vb CVg11 NG. M � � ✓l .i' `.0 101P11aC City of Sebastian Schumann Rd Parcel Exchange 2023 Exhibit `B" Schumann Exchange Parcel A PARCEL OF LAND BEING A PORTION OF TRACT B, SEBASTIAN HIGHLANDS, UNIT NO.7, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, PAGE 6, OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA, SAID PARCEL BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID TRACT B, RUN S26°36'30"E, ALONG THE EAST LINE OF SAID TRACT B, FOR A DISTANCE OF 33.83 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND: FROM SAID POINT OF BEGINNING, CONTINUE ALONG SAID EAST LINE, S26°36'30"E, FOR A DISTANCE OF 149.34 FEET TO THE NORTHEAST CORNER OF LOT 8, BLOCK 406, OF SAID PLAT; THENCE RUN N69°4241"W, ALONG THE NORTH LINE OF SAID LOT 8, FOR A DISTANCE OF 77.66 FEET; THENCE DEPART SAID NORTH LINE AND RUN N25°28'10"E, FOR A DISTANCE OF 15.97 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 105.00 FEET, A CHORD BEARING OF N00°34'05"W, AND A CHORD LENGTH OF 92.18 FEET; THENCE RUN NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 52"0478", FOR A DISTANCE OF 95.43 FEET TO THE POINT OF BEGINNING. SAD) PARCEL CONTAINS APPROXIMATELY 0.07 ACRES OR 2977A3 SQUAREIFEET MORE OR LESS. SKETCH OF LEGAL 0£5CRIP77O1V � ���� � tea'• , , � p h Li ppp'. !E_t • 88 e a. c la .r MERMAN 11�Pa��e City of Sebastian Schumann Rd Parcel Exchange 2023 Exhibit "C" PUBLIC BENEFIT PLAN • THE PARCEL EXCHANGE IMPROVES THE CITY'S ACCESSIBLITY TO ITS PARK; • ADDITIONAL LANDSCAPING ON THE CITY'S SIDE OF THE SHARED PARCEL BOUNDARY; • A LANDSCAPED MEDIAN THAT ACCOMPANIES THE EAJ1t3VUr1U LEFT TURN LANE INTO THE SCHUMANN ROAD INDIAN RIVER PARCEL; • LANDSCAPE IMPROEMENT FOR EXISTING MONUMENT ON NORTH SIDE OF SCHUMANN DRIVE; AND • CON5I xuL i wN OF At'ekU.An LATELY 580f LINEAL FEET OF PUBLIC SIDEWALK FROM THE SCHUMANN ROAD INDIAN RIVER PARCEL TO THE RAILROAD TRACKS. 12�J':I;'C City of Sebastian Schumann Rd Parcel Exchange 2023