HomeMy WebLinkAbout2008-171AAGREEMENT TO PURCHASE, SELL, AND LEASE REAL ESTATE
BETWEEN
MICHAEL A. AND SHARON D. LOUDERMILK
Husband and Wife
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement') is
made and entered into as of the 3rd day of June , 20083 by and between
Indian River County, a political subdivision of the State of Florida ("the County"), and
Michael A. and Sharon D. Loudermilk, ("Sellers"), who agree as follows:
WHEREAS, Michael A. and Sharon D. Loudermilk own property located at
6875/6885 66th Avenue Vero Beach, Florida, attached to this agreement as Exhibit "A" and
incorporated by reference herein; and
WHEREAS, the County, is scheduled to expand 66th Avenue in the future and the
road expansion will impact and affect the Loudermilks property; and
WHEREAS, in order for the County to proceed with its road expansion plans, the
County needs to purchase property to be used as right-of-way from landowners adjacent
to 66th Avenue; and
WHEREAS, the County has contacted the Loudermilks and has offered to purchase
an approximately 2.47 acre parcel of property from the Loudermilks be used as right-of-
way; and
WHEREAS, the County is prepared to take the Property by using its power of
eminent domain: and
WHEREAS, the Loudermilks 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
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forth in this Agreement, that certain parcel of real property located at 6875/6885 66th
Avenue, Vero Beach, Florida and more specifically described in the sketch and legal
description attached as Exhibit "A", containing approximately 2.47 acre, and all
improvements thereon, together with all easements, rights and uses now or hereafter
belonging thereto (collectively, the "Property").
2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the
Property shall be $400,000.00 (Four Hundred Thousand 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.
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
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are or may be assessed by any governmental authority, water or sewer authority, school
district, drainage district or any other special taxing district.
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) 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 approval of the Board of County
Commissioners. 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) 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.
(f) County reserves the right to acquire a boundary survey to confirm parcel
boundaries.
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
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.
El
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: Michael A. and Sharon D. Loudermilk
6885 66th Avenue
Vero Beach, FL 32967
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
Approval
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 maybe 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),
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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 Lease -Back: The Seller will be allowed to lease back the property, legally described
in "Exhibit A", at $1.00 per month until June 30, 2009 or until the 66th Avenue road -
widening project starts, whichever comes sooner. Should the project start date be
postponed, the County may extend the lease at the County's discretion.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INDIAN RIVER COiJNTY, FLORIDA
BOARD OF COUNTX COMMISSIONERS
ati ra Bowden, C airmanichN I A. Loudermilk Date
Approved by'4 C Junes 3, 2008
ATTEST:
Jeffrey K. B rton, Clerk of Circuit Court
Dep Clerk
cf-
Sharon D. LoudermilkDate
A r v as to orm sufficiency:
�pPr fbounty Attorney
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EXHIBIT "A"
The North 10 acres of the East 20 acres of Tract 1, Section 7, Township 32 South,
Range 39 East; (LESS the South 396.00 feet thereof; and LESS the North 264.00
feet of the West 150.00 feet thereof; also LESS canal and road rights-of-way);
according to the last general plat of Indian River Farms Company Subdivision
recorded in Plat Book 2, Page 25, of the Public Records of St. Lucie County,
Florida; said lands now lying and being in Indian River County, Florida.
Containing 2.27 acres more or less.
Subject to
all
easements,
restrictions,
rights
of way and
reservations of
record and
all
taxes and
assessments and
taxes
subsequent
to 1991.
PID#32-39-07-00001-0010-00001.0
Commonly known as: 6875/6885 66th Avenue
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