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HomeMy WebLinkAbout2008-361AGREEMENT TO PURCHASE AND SELL REAL ESTATE BETWEEN MARK HALL, NONA HALL AND MARKS MOBIL AND INDIAN RIVER COUNTY THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 4th day of November, 2008, by and between Indian River County, a political subdivision of the State of Florida ("the County"), and Mark Hall, Nona Hall and Marks Mobil, ("Seller"), who agree as follows: WHEREAS, Seller owns property located at 4310 20th Street, Vero Beach, Florida 32966. A sketch and legal description of the property is attached to this agreement as Exhibit "A" and incorporated by reference herein; and WHEREAS, the County is scheduled to expand 43rd Avenue in the near future and the road expansion will impact and affect Seller's 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 43rd Avenue; and WHEREAS, the County has contacted Seller and has offered to purchase the entire parcel of property from Seller, approximately 0.23 acres to be used as right-of-way (the Property); and WHEREAS, Seller is represented by the firm of Barkett Law, Mickey R.E. Barkett, Esq. 201 East Pine Street, Suite 315, Orlando, Florida, 32801; and WHEREAS, the County is prepared to take the Property by using its power of eminent domain; and WHEREAS, Seller and 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 11 1 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 forth in this Agreement, that certain parcel of real property located at, 4310 20th Avenue Vero Beach, Florida 32966 and more specifically described in the sketch and legal description attached as Exhibit "A", containing approximately 0.23 acres, 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 terms of this Agreement are set forth in the document attached hereto as Exhibit B. The purchase price ("Purchase Price") for the Property shall be one million six hundred fifty thousand dollars ($1,650,000.00) The Purchase Price shall be paid on the Closing Date. The Indian River Board of County Commissioners approved the terms of this Agreement as set forth on the attached Exhibit B on September 16, 2008, during a regular meeting of the Commission. The Effective Date of this Agreement shall be the date upon which the County executes this Agreement. 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 shall order a Title Insurance Commitment and Policy with respect to the Property from Dominion Title Company as agent for Chicago Title Insurance Company in the amount of the purchase price. 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 cure the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller shall use their 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. 2 4.1 Seller is indefeasibly seized of marketable, fee simple title to the Property, and are the sole owners of and have 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. 4.3.1 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. 5.1.1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall, at their 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 30 days following execution unless extended to implement the provisions of Section 3.1. 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) Subject to a lease between the parties, the Seller shall have removed all of their personal property and equipment from the Property and Seller shall deliver possession of the Property to County vacant and in 3 the same or better condition that existed at the Effective Date hereof. (c) If Seller are 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 are 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. 7. Closing Costs; Expenses. Seller or their Attorneys 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. 7.2.2 Any and all expert fees and costs, including but not limited to those from: i. Mesimer and Associates, Inc ii. Calhoun, Dreggors, & Associates, Inc. iii. Gold and Associates, Inc. iv. Morgenstern, Phifer, & Messina 7.2.3 Attorney's fees and costs to Barkett Law, Mickey R. E. Barkett, Esq. ld V 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 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. 8.3 Waiver and Release of Claims of Eminent Domain. This agreement represents the full and final satisfaction of any and all claims Seller may have in Eminent Domain with respect to the Property, fees and costs. 8.4 Assignment and Binding Effect, Neither County nor Seller may assign their 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: Mark Hall 4310 20th Avenue Vero Beach, FL, 32966 If to Seller's Attorney: Mickey R.E. Barkett, Esq, Barkett Law 201 East Pine Street, Suite 315 Orlando, Florida, 32801 If to County: Indian River County County Attorney's Office 1801 27th Street Vero Beach, FL. 32960 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 1, 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 Board of County Commissioners of Indian River County. 8.10.1 Beneficial Interest Disclosure: In the event Seller are 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. 9. Lease -back: The County shall execute and deliver to Seller a lease of the Property at the Closing. The term of the lease shall begin the day of the Closing and end as set forth in Exhibit B. The lease payment shall be one dollar ($1.00) per month. Prior to the expiration of the lease and prior to the expiration of Seller's Storage Tank Liability Insurance, Seller shall permit the County to make a site assessment performed for the presence of contaminants. The site assessment shall be performed by the County's Consulting Engineer at the County's expense. ON ft IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. SELLER: Marks Mobil By: Mark a Date: By: Date: ark Hall, individu4lly By: Nona Hall, individually owner of Mark's Mobil Date: to form a Mickey R. E. Attorney for n F�1 sufficiency: 7 BUYER: Indian River County, Florida.," Board of County Commissioners,., ./' By: Date: Wesley S. Davis, Vice -Chairman.= Attest: J.K. Barton, Clerk By: Deputy Clerk Date: �� \ l3 Approved as William K. DeBraal Deputy County Attorney sufficiency: EXHIBIT A Situate in the County of Indian River, State of Florida, being that portion of Tract 8, Section 4, Township 33 South, Range 39 East, lying South of the main canal and West of 43rd Avenue, Vero Beach, Florida, further described as follows: Beginning at the point of intersection of the North right of way line of State Road 60 and West right of way line of 43rd Avenue, thence North along the West right of way line of 43rd Avenue a distance of 106.04 feet to a point on the South right of way line of the main canal; thence, in a Southwesterly direction along the South right of way line of the main canal a distance of 133.5 feet to a point; thence South along a line perpendicular with the North right of way line of State Road 60 a distance of 58 feet more or less to a point on the North right of way line of State Road 60; thence, in an Easterly direction along the North right of way line of State Road 60 a distance of 125 feet more or less, to the Point of Beginning; further known as the Northwest corner of State Road 60 and 43rd Avenue, having a frontage of 125 feet on State Road 60 and a frontage of 106.04 feet on 43rd Avenue. EXHIBIT B The terms of the Agreement approved by the Indian River County Board of County Commissioners on September 16, 2008, are set forth below: 1. The County will pay $1,650,000.00 to the Owners as compensation in full for the whole Property and business, attorneys fees, expert fees and costs (the "Compensation"); and 2. The County will allow the Owners to lease back the property until the Board of County Commissioners approves a contractor's bid for construction of the roadway improvements; and 3. The rent for said lease will be $1 per month; and 4. The County will give the Owners at least 60 days notice to vacate the property; and 5. The Owners shall leave the property in a clean condition. Specifically, the Owners shall ensure that all gasoline, oil and tires are removed from the property and from the tanks. The Owners shall also remove all inventory from the property; and 6. Subject to the terms set forth above, the Owners may take or leave any other property or fixtures from the premises they desire; and 7. The County will use its best efforts to allow the Owners to sell propane on the property including but not limited to obtaining a license to use the adjacent property for any propane tank setback requirements; and 8. The warranty deed executed by the Owners shall state "taken under threat of eminent domain"; and 9. Dominion Title Company shall perform the closing; and 10. Indian River County shall pay all costs of closing. 1 mmm� � l , (4 LEASE AGREEMENT BETWEEN MARK AND WINONA HALL AND MARK'S MOBIL AND INDIAN RIVER COUNTY THIS LEASE AGREEMENT (the "Agreement") is entered into by and between Mark and Winona Hall, husband ("Tenant"), 4310 20th Street, Vero E political subdivision of the State of I (the "County") as of the date set forth ind wife and doing business as Mark's Mobil Bach, Florida 32960, and Indian River County, a lorida, 1801 27th Street, Vero Beach, FL 32960, below as the effective date (the "Effective Date"), BACKGROUND FACTS WHEREAS, on September 16, 2008, the Board of County Commissioners agreed to purchase the real property located at 4310 20th Street, Vero Beach, Florida, (the "Premises" and "Mark's Mobil") the sketch and legal descript is attached as Exhibit "A" and incorporated by reference herein; and WHEREAS, Tenant owns and operates Mark's Mobil, a service station and convenience store on the property; and WHEREAS, as part of the purchase agreement, the County offered to lease the premises back to Tenant following closing of the sale and purchase agreement; and WHEREAS, Tenant is desirous of entering into this Lease Agreement and has represented to County that they have the competency and experience to perform the services set forth in this agreement; and WHEREAS, the County is now the owner of 4310 20th Street, Vero Beach, Florida 32960 Tenant desires to continue operating his business until the County accepts bids on the project for intersection widening and improvement; and WHEREAS, the County's intent lease to Tenant for a period sixty days after acceptance of bid opening for the intersection improvement project; and WHEREAS, Agreement is: Tenant and the FOR COUNTY: Indian River County c/o Tom Frame, Director General Services 1801 27th Street Vero Beach, Florida 32967 County's contact information FOR TENANT: Mark and Winona Hall 4310 20th Street Vero Beach, FL 32960 regarding this NOW THEREFORE, in consideration of the mutual benefits to be derived from this agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound agree as follows: 1 it SECTION I - LEASE Background Facts, The Background Facts are agreed to be true and correct are incorporated herein by this reference. 1. Property and Term of Lease. The County leases to Tenant and Tenant leases from County, the property located at 4310 20th Street, Vero Beach, Florida 32960, currently known as Mark's Mobil consisting of approximately 0.24 acres, as more particularly described on Exhibit "A" attached hereto and incorporated by reference herein. The term of the lease shall commence on November 2008 and terminating no later than 60 days after acceptance of the bid to widen and improve the intersection of State Road 60 and 43rd Avenue. The rent shall be paid at the rate of One Dollar ($1.00) per month payable in advance on the first day of each month. 2. Length of Lease. The Lease shall be for an original fixed term from the date of execution subject to early termination pursuant to its term. This lease is entered into conditioned upon Tenant's assurances that no extension is needed. Extension of the lease shall be at the sole pleasure of the Board of County Commissioners, 3. Use of Leased Premises. During the term of this Agreement, Tenant shall use the leased premises for operation of Mark's Mobil service station and convenience store and for no other purpose. Tenant shall not use the premises, or any part thereof, or permit the same to be used for any illegal, immoral, or improper purposes; not to make, or permit to be made, any disturbance, noise, or annoyance whatsoever detrimental to the premises or the comfort and peace of the inhabitants of the vicinity of the premises. Violation of this term of the lease shall be grounds for immediate cessation of the operation of Mark's Mobil and eviction from the premises. 4. Utilities and Equipment. Tenant shall pay all utilities including garbage removal. Tenant shall be responsible for all maintenance and repair of any equipment or fixtures in or on the Premises. 5. Assignment and Subletting. Tenant shall not assign the lease or the leasehold estate granted to them under the lease to any other person, firm or entity. Any attempted assignment of the lease or the leasehold estate granted under the lease shall be void and may, at the sole option of the County, be deemed an event of default under the lease. 6. Prohibition on Encumbrances. Tenant shall not mortgage, pledge, or encumber the lease, in whole or in part, or the leasehold estate granted under the lease, to any other person, firm or entity. Any attempt to do so shall be void and may, at the sole option of the County, be deemed an event of default under the lease. This covenant shall be binding on Tenant's successors in interest. 7. Employees Hired by Tenant. All Tenant's employees shall be considered to be at all times her sole employees and not employees or agents of Indian River County. 2 8. Complaints Concerning Operations, The County or its representative may submit a written report to Tenant enumerating problem areas encountered. Tenant will provide written documentation of action to be taken to resolve problems. 9. Termination by the County. The County reserves the right to terminate the agreement at any time, upon five (5) days advance written notice to the Tenant if any term of this lease is breached or if Tenant is notified of problems with operation of the premises and Tenant has not cured the deficiencies. 10. Bankruptcy. If Tenant is adjudged bankrupt, either voluntary or involuntary, the County may terminate this Agreement effective on the day and time the bankruptcy petition is filed. SECTION II =OPERATION OF BUSINESS 1. Conduct of Business. Tenant shall conduct its business in strict accordance with the laws of the State of Florida and all local ordinances. Violation of this part of the Agreement shall be cause for immediate termination of this Lease Agreement and immediate cessation of the operation of Mark's Mobil, A. Tenant will be required to pay all taxes and timely remit any reports or paperwork associated with the business 2. Hours of Operation. Tenant shall abide by all laws and ordinances regarding the hours of operations for Mark's Mobil, 3. Improvements. Tenant agrees that all improvements and any changes made to the facility shall be at their sole expense and must have the prior approval of the County or its representative. Further, the forgoing approval shall not be deemed to be the approval of the County Building Department or any other regulatory arm of the County. 4. Occupational and Other Taxes. Tenant shall pay all taxes which shall be imposed or assessed by any and all governmental authorities in connection with the business or operation conducted under this agreement. 5. Compliance with Laws. Tenant shall meet all federal, state, county and municipal laws, ordinances, policies, and rules applicable to the operation of Mark's Mobil. 6. Public Relations. Tenant shall maintain good public relations with users of the facility and cooperate with Indian River County officials in all matters pertaining to the area. 7. Garbage and Disposal. Tenant shall comply with the standards of franchise garbage and disposal collection specifications. 8. Personal Property. Any and all personal property placed on the premises by the Tenant or her employees shall be at their own risk and the County shall not be liable for any damage or loss to said personal property for any cause whatsoever. 3 SECTION III =INSURANCE 1. Indemnification and Insurance. Tenant shall not operate Mark's Mobil until they have obtained all the insurance required under this section, and until such insurance has been approved by the County. Tenant will purchase and maintain such insurance as follows: A. Workers' Compensation Insurance: Tenant shall procure and maintain workers' compensation insurance to the extent required by law for all employees to be engaged in work under this agreement. In case any employees are to be engaged in hazardous work under this contract and are not protected under the workers' compensation statute, the Tenant shall provide adequate coverage for the protection of such employees. B. Public Liability Insurance: Tenant shall procure and shall maintain broad form commercial general liability insurance (including contractual coverage) and commercial automobile liability insurance in amounts not less than shown below. The County shall be an additional named insured on this policy with respect to all claims arising out of the operations or work to be performed. C. Commercial General Liability (other than automobile) i) Premises/Operations ii) Products/Completed Operations iii) Personal Injury iv) Contractual Liability D. Business Auto Liability i) Owned/Leased Automobiles ii) Non -Owned Automobiles iii) Hired Automobiles $500,000 combined single limit for bodily injury and property damage $500,000 combined single limit for bodily injury and property damage E. Storage Tank Liability Insurance coverage in the amount of $1,000,000shall be maintained on the leased premises throughout the term of this lease. The County shall be named as an additional insured on this policy. 2. Proof of Insurance: Tenant shall furnish the County a certificate of insurance in a form acceptable to the County for the insurance required. Such certificate or an endorsement provided by Tenant must state that the County will be given thirty (30) days written notice prior to cancellation or material change in coverage. Copies of an endorsement naming County as Additional Insured must accompany the Certificate of Insurance. 3. General Requirements of Insurance. Any deductibles or self insured retentions greater than $5,000 must be approved by the Risk Manager for Indian River County with the ultimate responsibility for same going to Tenant. Tenant's insurance coverage shall be primary. All above insurance policies shall be placed with insurers with a Best's rating of no less that A + VII. The insurer chosen shall also be licensed to do business in Florida. The insurance policies procured shall be per occurrence 0 policies or as generally available on the open insurance market. The Insurance Carriers shall supply Certificates of Insurance evidencing such coverage to the Indian River County Risk Management Department upon execution of this Contract. The insurance companies selected shall send written verification to the Indian River County Risk Management Department that they will provide 30 days written notice to the Indian River County Department of Risk Management of its intent to cancel or terminate said policies of insurance. 4. Indemnification. Tenant hereby agrees to indemnify Indian River County and Representatives thereof from all claims arising solely from intentional, reckless or negligent acts, errors or omissions of the Tenant or Tenants' Representatives in the performance of services under this agreement and for which Tenant is legally liable. 5. Notice of Claims. County and Tenant shall give prompt notice to the other of any third party claims made against either or both of them, and shall cooperate fully with each other and with any insurance carrier to the end that all such claims will be properly investigated, defended and adjusted. 6. Failure to Maintain Insurance. Failure to maintain such insurance will be deemed as a cause for termination of this agreement. SECTION IV = COUNTY RESPONSIBILITIES 1. Obligations to Provide Facilities. County, leases the premises in "as is" condition. Tenant shall be responsible for all repairs and maintenance to the leased premises and properties. Tenant has inspected the premises and facilities and agrees that they are adequate facilities and the facilities adhere to current federal and state safety standards. SECTION V = DEFAULT, REMEDIES 1. Default by Tenant. In the event Tenant is in default under the terms of this Agreement, after three (3) days written notice and opportunity to cure, County may, in addition to any right of termination provided in this Agreement, maintain an action for damages arising from the default. 2. Default by County. In the event that County is in default under the terms of this Agreement after any grace period or notice and cure period expressly provided herein, Tenant may, in addition to any right of termination contained in this Agreement, exercise any right or remedy available at law or equity including, without limitation, an action for damages arising out of the breach. SECTION VI = MISCELLANEOUS 1. In connection with this Agreement, the parties agree to cooperate in good faith and to perform no act, or allow any omission, which would inhibit the other party from performing its obligations under this Agreement. 5 2. This Agreement, together with the Exhibits constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of County and Tenant by their respective duly authorized representatives. 4. Any notice which either party is required or may desire to give to the other under this Agreement shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed to the party at its address shown on the First Page of this Agreement. If County or Tenant wishes to change its respective address for purposes of notice under this Agreement, they may do so by giving to the other written notice of change of address. 5. Nothing in this Agreement shall be construed to create a partnership, a joint venture or agency relationship between the parties. Neither party shall have any authority to enter into agreements on behalf of the other, or otherwise to bind or obligate the other in any manner. The language of this Agreement shall not be construed more strongly against either party, regardless of which party is responsible for its drafting. 6. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 7. The parties agree that any litigation arising from this Agreement shall be brought in Indian River County Florida. 8. In the event of acts or occurrences beyond the control of Tenant, including, without limitation, acts of God, fire, flood, hurricanes, that damages the premises to the extent that prevents Tenant from safely operating Mark's Mobil, then this Lease shall be deemed terminated and the County has the right to take possession of the premises and exclude Tenant from the premises. 9. Tenant shall be responsible for obtaining, and shall pay for, any such required permits, fees, and licenses. 10. It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of Tenant to the County is that of a commercial leasing tenant, and not that of employee. 11. If any of the provisions contained in this Agreement are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalid, illegal, or unenforceable provision shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 2 In witness, the County and Tenant have caused these presents to be executed in their names the year first written above. AS TO TENANT: d/b/a Mark's Mobil AS TO TENANT: and Winona Hall, individually a d/b/a Mark's Mobil WITNESS: W ITN Approved as to form and William K. DeBraal Assistant County Attorney sufficiency 7 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORI{?AJ. M B Wesley S. Davis, ice -Chairman Board of County Commissioners 0 r Approved by the BCCT.:IZ ember 49 2(m ATTEST: J. K. Barton, Clerk of Court BY: Deouty Clerk of Court County Administrator EXHIBIT A Situate in the County of Indian River, State of Florida, being that portion of Tract 8, Section 4, Township 33 South, Range 39 East, lying South of the main canal and West of 43rd Avenue, Vero Beach, Florida, further described as follows: Beginning at the point of intersection of the North right of way line of State Road 60 and West right of way line of 43rd Avenue, thence North along the West right of way line of 43rd Avenue a distance of 106.04 feet to a point on the South right of way line of the main canal; thence, in a Southwesterly direction along the South right of way line of the main canal a distance of 133.5 feet to a point; thence South along a line perpendicular with the North right of way line of State Road 60 a distance of 58 feet more or less to a point on the North right of way line of State Road 60; thence, in an Easterly direction along the North right of way line of State Road 60 a distance of 125 feet more or less, to the Point of Beginning; further known as the Northwest corner of State Road 60 and 43rd Avenue, having a frontage of 125 feet on State Road 60 and a frontage of 106.04 feet on 43rd Avenue.