HomeMy WebLinkAbout2006-213 AGREEMENT TO PURCHASE AND SELL REAL ESTATE
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THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 11th day of May, 2006 by and between Indian River County, a political
subdivision of the State of Florida ("County"), and Chester E . Wilcox, Jr. and Lynn R. Wilcox, co-
Trustees of the Chester E. Wilcox Jr. Trust dated July 1 , 1998 ("Seller"), who agree as follows :
1 . Aereement 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,
those certain parcels known as Wilcox — ROW # 1 and Wilcox - ROW # 2 of real property located
on 70`h Avenue (aka Powerline Road), Vero Beach, County of Indian River, State of Florida and
more specifically described in Exhibits "A," containing approximately 1 .28 acres, zoned A- 1 ,
Agricultural, 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-Eleven-Thousand-Six-Hundred-Seventy-Six Dollars and 00/ 100 Dollars
($ 111 ,676 . 00) . 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 receipt of the Ownership and Encumbrance Report, 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.
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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 :
6. Closing.
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.
(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) The Seller shall deliver to the County an affidavit, in form acceptable to the County,
certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such
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.
7 . Prorations . 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. If the Closing Date occurs during the time interval commencing on November 2 and ending
on December 31, Seller 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
havingjurisdiction over the Property. If the Closing Date occurs between January 1 and November
1, the Seller shall, in accordance with Florida Statutes Section 196. 295, pay an amount equal to the
current real estate taxes and assessments, prorated to the Closing Date.
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.
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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: Seller: Chester E. Wilcox Jr. and Lynn R. Wilcox
Address : 2215 Mercer Drive
City, State, Zip : Cocoa, Florida 32926-5613
If to County: Indian River County
184025 1h Street, Vero Beach, FL 32960
Attn: Ron Callahan/Engineering Division
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 Attomey' 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 .
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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.
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SELLER: INDIAN RIVER COUNTY, FLORIDA `
BOARD OF COUNTY COMMISSIONPRS y1
Name: Che er E. Wilcox Jr., Trustee
By:
By: Ga C . Wheeler ,!' V :-ce Chairmanr`"v,. ►` a
Date Signed : June 13 , 2006
Date Signed: P � qy / C1 Loc) EIN t.4.
h
ATTEST : J .K. Barton, Clerk
SELLER: ��
By
Name : Lynn R. Wilcox, Trustee Deputy Clerk
By: Date Signed: G
Date Signed : , z4 By:
Ronald L . Callahan,
Real Estate Acquisition Agent
Date Signed: >/
PPROVED :
unty Ad Inlstrator
APPROVED AS TO FORM
AND LEGAL SUFF►CIEN
BY
WILLIAM
OUNTYAT OLI ,
4 C
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ADDENDUM TO AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS ADDENDUM is hereby made a part of that certain Agreement to Purchase and Sell
Real Estate between Indian River County, Florida, a political subdivision of the State of Florida
("County"), and Chester E. Wilcox, Jr. and Lynn R. Wilcox , co-Trustees of the Chester E. Wilcox
Jr. Trust dated July 1 , 1998 ("Seller"), with respect to that certain property known as Wilcox - ROW
#1 and Wilcox - ROW #2, located on 70`h Avenue (a.k.a.) Powerline Road), Vero Beach, Florida
("Property")
1 . The purchase price ("Purchase Price") for the Property shall be One Hundred Twenty-
Eight Thousand Dollars and 00/100 Dollars ($ 128,000.00).
2. In the event County delivers notice to Seller concerning defects in title, pursuant to
paragraph 3 .2 of the Agreement, Seller shall use its best efforts to cure the defects within the
Curative Period ; however, Seller shall have no obligation to initiate or participate in litigation to cure
title defects.
3 . Notwithstanding the provisions of paragraph 5 . 1 , in the event of a default by the
County, the Seller shall be entitled to collect Ten Thousand and 00/100 Dollars ($ 10,000 .00) from
the County as consideration for execution of this Agreement, removal of the property from the
market for the period of time during which the Agreement is in effect, and in full settlement of any
other claims by the Seller for either specific performance or damages against the County.
4. The following shall be added to and made a part of paragraph 8 .9 of the Agreement :
"Indian River County shall have until June 29, 2006, to approve this Agreement ("Acceptance
Date") . If Indian River County fails to execute this Agreement on or before the Acceptance Date,
Seller shall have the right to terminate this Agreement, whereupon this Agreement shall be
terminated, and neither party shall have any further obligation under this Agreement to the other
party. "
5. Time is of the essence of this Agreement. This Agreement is made in the State of
Florida and shall be governed by Florida law. This is the entire Agreement between the parties and
may not be modified or amended except by a written document signed by both the Buyer and the
Seller. This Agreement may be signed in more than one counterpart, in which case each counterpart
shall constitute an original of this Agreement. Paragraph headings are for convenience only and are
not intended to expand or restrict the scope or substance of the provisions of this Agreement.
Wherever used herein, the singular shall include the plural, the plural shall include the singular, and
pronouns shall be read as masculine, feminine, or neuter as the context requires. The prevailing
party in any litigation, arbitration, mediation, or appeal relating to this Agreement shall be entitled
to recover its reasonable attorneys' fees from the other party for all matters. Indian River County,
Florida, shall be the proper venue for any litigation involving this Agreement. This Agreement shall
bind and inure to the benefit of the parties and their respective successors and assigns . This
Agreement is made in consideration of the mutual covenants and agreements stated herein, the
Page 1 of 2
sufficiency of which is hereby acknowledged by both parties.
IN WITNESS WHEREOF, Seller and County have executed this Addendum to Agreement
as of the dates indicated below.
SELLER:
64-1 � `7t� L�,/z
Print name : Chester E. Wilcox, Jr. Tr „ ctee
Date: 11( c-w U 2 �C16
n t ame : Lynn R. Wilcox Trust- aa
Date :
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
B �a FP1
Gary Wheeler , Vice Ctia-i, rman { .6, '
Date Signed : June 11; . .. 2006 u •
4 h i
M ' v
ATTEST : J .K. Barton , Clerk " A + `
r
By .
Deputy Clerk
Date Signed : 6 ./ .� . c(�
By : L T` Q-A` J�
Ronaldallahan,
Real Es a Ac isition gent
Date Signe , G�
C 61 A inistrator
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
Page 2 of 2
BY
WILLIAM G. COLLINS II
COUNTY ATTORNEY
GRAPHIC SCALE
0 100 200 400
( IN FEET ) 1 '=200'
I
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- -1/4- 1 4UNE_ _ _ S89'46WW _ _ rO _ _1331 .10'
100 ' DRAINAGE R/W n
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32.0'
T Descrbed Parcel
W (HATCHED) Description
T 39 ,286 SQ. FT.
«� 1 0.90 ACRES, t The West 45 feet of the Southwest 1 /4 of the Southeast 1 /4
W X I of Section 30, Township 31 South, Range 39 East, Indian River
m 1, 1 Ih n County, Florida, lying North of County Road No. 510,
FgI N LESS AND EXCEPT THEREFROM
1 ) the North 50 feet thereof, and
I 2) Existing right—of—way as shown on Maintenance Map of
at 70th Avenue as recorded in Plat Book 21 , Pages 10 and 11 , g
2 of the Public Records of Indian River County, Florida.
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45. 00'
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to.o n C. R. 510 _ _SEC77ON LINE
- — - - — - - N89'S9'49'E — - - - - -1339.24' - - — - -
SDOTN 1/4 COR.SECTION J0,
TwP.JI UTN RCE J9 EAST
STA. 0+00
Notes:
1 . This is not a survey.
2. Reproductions of this sketch
are not valid unless it bears
the signature and originol raised
- _ - seal of a Florida licensed
Surveyor & mapper —- - - - - —
Sketch of Description Wilcox- ROW # 1 REVISED 2/ 16/D6
William B. Zentz & Associates, Inc. JOB No.
Professional3Vrveyor &Meppere 176-001
CERTIFICATE OF AUTHORIZATION (LB) No. 6840
DOTE
684 Old Dixie Highway 2/6/06
Vero Beach , FI 32962
Phone: (772) 567 - 7552 wwau e. z LS sNE rJOFVq Fax ( 772) 567 - 1751 REG157ERED D URVEYOR No. 5276STATE
OF FL to
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U N P L A T T £ D
P.I.O. 1313930 00000 7000 00002. 1
1 N89'46'06'E 547.72'
73.0 F11.8 N. UNE OF S. 500' OF N. 1050' OF W. 1/2 OF S.E. 1/4 SEC71ON 30
8
4T
� I
Description
O 111 .5
The West 45 feet of the South 500 feet of the North 1050 feet
of the West 547. 72 feet of the West 1 /2 of the Southeast 1 /4
of Section 30, Township 31 South, Range 39 East, Indian River
1 County, Florida,
/ LESS AND EXCEPT THEREFROM
5 } W -HExisting right— of— way as shown on Maintenance Map of
C1. U w 70th Avenue as recorded In Plat Book 21 , Pages 10 and 11 ,
QBE of the Public Records of Indian River County, Florida.
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- 7m Notes:
2 x
w b
Chi 1 . This is not a survey.
WJ 2. Reproductions of this sketch L,;
tl1 W are not valid unless it bears
the signature and original raised
seal of a Florida licensed
o p Surveyor & Mapper.
4
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1
GRAPHIC SCALE
0 30 60 120
I I I I
5 . 00 ' —�
(IN FEET) i inch=60 feet
T
12.5 I24 STA.1642819 8 UNE OF N. 1050' OF W. 1 2 OF SE 114 CHQN 30
N89'4606 E
_ 547.72'
I
ml U N P L T T E O
o =
� m P./.D. /313930 0000 00 7000 00002. 1
4
Sketch of Description Wiloox- ROW #2 REVISED 2/ 16/06
William B. Zentz & Associates, Inc. (SURVEYORS SIGNATURE & SEAL JOB No.
Professional Surveyors& Mappers (fir 176 -001
CERTIFICATE OF OF AURIORIZATION (LB) No. 6640 /
684 Old Dixie Highway I / 216106
Vero Beach , FI 32962
Phone: ( 772) 567 -7552 WILLI4M B. ZEN' SHEET OF
Fax ( 772) 567 - 1751 REGISTERED LVJ R No. 5276
STATE OF FLORIDA r