HomeMy WebLinkAbout2004-039 AGREEMENT TO PURCHASE AND SELL
REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the day of � � ��u �/ , 200 , by and between Indian River
County, a political subdivision of the State of Florida (" County") , and Low Key, Inc. , a
corporation existing under the laws of the State of Florida, (" Seller") , 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 4th Street (Proposed Right-of-Way, north
side of 4th Street, west of 58th Avenue), County of Indian River, State of Florida and more
specifically described on Exhibit "A" and Exhibit ` B " * , containing approximately . 3741 acre and
.2806 acre respectively, and all improvements thereon, together with all easements , rights and uses
now or hereafter belonging thereto (collectively, the "Property") . (* The property described on
Exhibit ` B " is to be dedicated without compensation, per the County ' s Land Development
Regulations to make up the site ' s deficiency of the minimum 60 foot right-of--way requirement) .
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2 . Purchase PrA, Effective Date . The pure se price (the "Purchase Price") for the Exhibit
"A" property shall be Dollars ($ 0) . 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, either, receipt of the Ownership and Encumbrance Report,
or execution of this Agreement by all parties (whichever occurs last) 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
Standard Agreement — I. R. County and Low Key, Inc. 1
Return To I . R . County
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 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 : _
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6 . Closing . - �Q CA rrn Fy 0 pay a l f cosi V1 COS- 5 .
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. , &SJ
(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
AMOK/ as may reasonably be required to Close this transaction . C G—
�� 7 , Prorations_ All taxes and special assessments which are a lien upon the property on or prior
I r to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the
6744 -Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending
Standard Agreement — I . R. County and Low Key, Inc. 2 ��
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on December 31 , Sel}er 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 , theHe shall , in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the
current eaI estate taxes and assessments , prorated to the Closing Date .
A �F ecovw
U�M8 . Miscellaneous .
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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 .
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: Low Key, Inc . , c/o Tom Tierney, Esq .
5070 N. AlA, Suite 200
City, State, Zip : Vero Beach, FL 32963
If to County: Indian River County
1840 25 "' Street, Vero Beach, FL 32960
Attn : William M . Napier, Public Works Dept .
Either party may change the information above by giving written notice of such change as provided
in this paragraph .
Standard Agreement — 1. R. County and Low Key, Inc. 3
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 .
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 .
(see next page)
Standard Agreement — I. R. County and Low Key, Inc. 4
SELLER: COUNTY :
LOW KEY, INC . INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
By By: ,'&
Tom Funka, Jr. , President Carol i nP n Ginn , Chairman
Date Signed : ' S' ° 'S' Date Signed : March 9 , 2004
Attest : J .K. Barton, Cl
BY: '
Deputy Clerk '
By: Z� /lArcQ:5�0�
William M . Napier, SRPA, SRA,
County Right- of-Way Agent
Date Signed :
APPROVED :
C
Aci n gguaAD AS
Jo P � AP09 D AS TO FORM
AND f,�AL SUFFIC NC
IAN E . F L
ind ' an RST unty : Approvatl D to
Administration �
Budget
Co . Attorney
R1sk Management
Department
Divisi ;� n
ParrottBay. ContractAthStRW.revised 12-29-03
Standard Agreement — I . R. County and Low Key, Inc. 5
LEGAL DESCRIPTION
40 ' RIGHT OF WAY PURCHASED BY
INDIAN RIVER COUNTY
COMMENCING AT THE SOUTHEAST CORNER OF TRACT 7 SECTION 17, TOWNSHIP 33 SOUTH, RANGE 39
EAST, ACCORDING TO THE LAST GENERAL PLAT OF LANDS OF INDIAN RIPER FARMS COMPANY FILED IN
THE OFFICE OF THE CLERK OF CIRCUIT COURT OF Sr, LUCIE COUNTY, FLORIDA, IN PLAT BOOK
2,
PAGE 25, SAID LAND NOW LYING AND BEING IN INDIAN RIPER COUNTY. FLORIDA.
BEING MORE PARTICULARLY DESCRIBED AND BOUNDED AS FOLLOYS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID TRACT 7 SECTION f 7. TOWArSHIP 33 SOUTH, RANGE
39 EAST. THENCE N 00 '01 ' 46 ' W A DISTANCE OF 60, 00 FEET TO A POINT SAID POINT BEING
THE
POINT OF BEGINNING; THENCE CONTINUE N 00 '01 ' 45" W A DISTANCE OF 40. 00 FEET TO A POINT
SAID POINT; THENCE N 890401390 W A DISTANCE OF 407. 38 FEET TO A POINT; THENCE S 00 `00 ' 00 "
1V A DISTANCE OF 40, 00 FEET TO A POINT; THENCE S 89=40039 " E A DISTANCE OF 407, 38
FEET TO
A POINT SAID POINT BEING THE POINT OF BECINNING;
SAID PARCEL CONTAINS 16295. 2 SQUARE FEET MORE OR LESS,
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-PROFESSIONAL SURVEYOR AND MAPPER SKETCH OF LEGAL
2645 S .T. LUCIE AVENUE
DESCRIPTION Fus
40 ' RIGHT OF WAY FUNKALEG
VERO BEACH FLORIDA- 32960 PURCHASED BY DATE DAWN a 'IV Dr0-(561 )(561 ) 569 -8884 FAX (561 ) 564 -2071 . INDIAN
RIPER COUNTY81p2 LT DR'T DANIEL W. TALBOTT V #5642
L - 1 N 00 'Ol ' 45' 180. 00'
L -P N 00"W45" W 40. 00 '
L -3 N 149. 40' 39' N 407. 98 '
L-4 S 00.00 ' DO ' W 40. 00'
L- 5 S 89.40139" E 407. 38' I 8 3
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DANIEL W, TALBOTT V EXHIBIT " A "
PROFESSIONAL SURVEYOR AND MAPPER SKETCH OF LEGAL
2645 ST_ LUGIE 'AVENUE DESCRIPTION PlLB
40 ' RIGHT OF IYAY FUNKA1EC
. YERo BEACH FLORIDA 32960 PURCIIASED BY DATE DRWN B xD BY 1 ���e a2
(561 ) 569 -8884 FAX (561 ) 564 -2071 INDIAN RIVER COUNTY s/oz LT Dil"1' DANIEL Iv. TALBoTT v5s4z
LEGAL DESCRIPTION
30 ' RIGHT OF WAY GRANTED TO
INDIAN RIVER COUNTY
COMMENCING AT THE SOUTHEAST CORNER OF TRACT 7 SECTION 17, To #rVSHIP 33 SOUTH, RANGE 39
EAST, ACCORDING TO THE LAST GENERAL PLAT OF LANDS OF INDIAN RIVER FARMS COMPANY FILD IN
E
THE OFFICE OF THE CLERK OF CIRCUIT COURT OF ST. LUCIE COUNTY, FLORIDA , IN PLAT BOOK
20
PAGE 25, SAID LAND NOIY LYING AND BEING IN INDIAN RIVER COUNTY. FLORIDA .
BEING .MORE PARTICULARLY DESCRIBED AND BOUNDED AS FOLLOWS.,
COMMENCING AT THE SOUTHEAST CORNER OF SAID TRACT 7 SECTION 17, TOWNSHIP 33 SOUTH, RANGE
39 EAST, THENCE N 000018450 Jr A DISTANCE OF 30. 00 FEET TO A POINT SAID POINT BEING THE
POINT OF BEGINNING; THENCE CONTINUE N 00'01 ' 45 ' jr A DISTANCE OF 30. 00 FEET TO A POINT
SAID POINT; THENCE N 89 .40 ' 39 ' W A DISTANCE OF 407. 38 FEET TO A POINT; THENCE S 00600 ' 00 "
M A DISTANCE OF 30. 00 FEET TO A POINT; THENCE S 89 .40 ' 39 " E A DISTANCE OF 407. 38 FEET
TO
A POINT SAID POINT BEING THE POINT OF BECINNIAfC.-
SAID PARCEL CONTAINS 12221 . 4 SQUARE FEET MORE OR LESS.
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DANIEL W. TALBOTT V
PROFESSIONAL SURVEYOR AND MAPPER SKETCH OF LEGAL EXHIBIT " A "
2645 ST. LUCIE AVENUEDESCRIPTION FILE
30 ' RIGHT OF WAY FUNKALEC
VERO BEACH FLORIDA 32960 GRANTED TO DATE DRaw B XKD BY .✓ 1 >I 6 to
f56t ) 569 - 8884 FAX (561 ) 564 -2071 INDIAN RIVER COUNTY DANIEL W. TALBOTT Y564z
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SKETCH OF LEGAL EXHIBIT 'A "
2645 ST. LUCIE AVENUE DESCRIPTION FILE
FUNKALRO
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