HomeMy WebLinkAbout2006-414 ORIGIN
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement" ) is made
and entered into as of the 12th day of December ., 2006 , by and between
Indian River County, a political subdivision of the State of Florida ( "County" ) , and
Don and Barbara Allen ("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 886592 nd Avenue County
of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto
and incorporated by this reference containing approximately 13068 square feet, 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 two hundred ten thousand and 001100 Dollars ($ 210 , 000 ). 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 .
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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 priorwritten
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 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 60 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 ) 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 .
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6 . 2 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 having jurisdiction 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.
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 forthe 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 . 3 The Seller and County shall each pay their own attorneys' fees .
8 . Miscellaneous . As was discussed in negotiations , the Seller may take items of personal
property from the Property that are not attached . Seller agrees to provide Buyer a list of items to
be removed from the Property subject to approval by Buyer.
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
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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: Don & Barbara Allen
Address : 8865 92nd Avenue
City, State , Zip : Vero Beach , FL 32967
Facsimile #
If to County: Indian River County
18402 5th Street, Vero Beach , FL 32960
Attn : Lesley Benyon , RE Acquisition Agent
Facsimile # ( 772 ) 778-9391
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 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 .
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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.
8 . 11 County may obtain a survey of the Property. If the size of the Property differs from the
size shown on the tax map , County shall within fifteen ( 15) days following the Effective Date of
this Agreement , determine whether or not the size difference substantially affects County's
unsuitable for County' s planned use , County shall within said fifteen ( 15 ) days , terminate this
Agreement by written notice to Seller, whereupon shall be of no further force and effect .
8 . 12 Lease-back : The Seller will be allowed to lease back the property , legally described in
Exhibit "A" , at no charge until December 31 , 2008 or until the CR 510 road-widening construction
starts , whichever comes sooner. Should the project start date be postponed , the County may
extend the Lease at the County's discretion . The County and the Seller will enter into a Lease
substantially in the form of Exhibit "B" attached hereto and incorporated by this reference . The
Lease will commence on the closing date .
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date
first set forth above .
SELLER : COUNTY:
Name : Don Allen INDIAN RIVER COUNTY, FLORIDA
By _ By
Date Signed : Date Signbd` December ' .r2, 2006
r, Q
Attest J :K1Bagon , Clerk
Name : Barbara Allen r .17
By
By D putt' Clerk
Date Signed : 06
B
Acquisif A nt
Approved:
By
Co ty Administrator
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App ov form d 1 at let cy:
By
- r Cou A ornev
Exhibit A
Vero Lake Estates, Unit A, Block E, Lot 1 (BK-PG 4-70)
Commonly known as : 8865 92nd Avenue, Vero Beach, FL 32967
Parcel # : 31382700004005000001 . 0
Exhibit B
LEASE
This LEASE, executed this day of December , 2006, in consideration of the
following covenants, agreements, limitations, and conditions entered into by the parties hereto,
the BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, a
political subdivision of the State of Florida, 1840 25t° Street, Vero Beach, FL 32960, hereinafter
called LANDLORD, doth lease unto Don & Barbara Allen, hereinafter (collectively) called
TENANT, the real property and facilities situated thereon, located in Indian River County,
Florida, and more particularly described in Exhibit "A", which is attached hereto and
incorporated herein by reference, to be occupied only as a private, single-family residence, and
for no other purpose, for the terms commencing on the day of 2006, and
ending on the 31st day of December, 2008 (a twenty-four month period commencing on the day
of closing by County on the property) at the rent of $ -0- .
THIS LEASE SHALL NOT BE EXTENDED BEYOND THE TERM STATED. Tenant
must vacate the premises on or before the 31 st day of December. 2008 . Tenant may opt out of
this LEASE anytime during the lease period by providing written notice to Landlord as such.
THIS LEASE MAY NOT BE ASSIGNED by the TENANT nor shall TENANT sublet or
grant any license to use the premises or any part of them.
PROVIDED ALWAYS, and the TENANT hereby covenants:
1 . To make any and all repairs to the said premises, plumbing, fixtures, wiring, etc . when
the damage was in any way caused by the fault or negligence of the said TENANT; TENANT
will at the end of this lease surrender and deliver up said premises, without demand, in as good
order and condition as when entered upon, loss by fire, inevitable accident, ordinary wear and
decay only excepted. TENANT shall not make any alterations or improvements to the premises
without the prior written consent of the LANDLORD.
2 . That in the event the premises are destroyed or so damaged by fire or other
unavoidable casualty as to be unfit for occupancy or use, then this LEASE shall thereby be
determined ended. LANDLORD shall not be liable to rebuild or replace said premises.
3 . To permit LANDLORD or his agent, at any reasonable time, to enter said premises or
any part thereof for the purpose of exhibiting the same or making repairs thereof.
4. TENANT agrees to keep and maintain at all time during the lease term, at TENANT ' S
expense, a renter' s insurance policy protecting LANDLORD against any internal damage to the
house, and a general liability policy protecting LANDLORD against all claims and demands that
may arise or be claimed on account of TENANT' S use of the premises in an amount of at least
$ 100,000 for individual injuries and $200,000 per occurrence. On the insurance policy, the
LANDLORD must be named as co-insured, and the LANDLORD must be given 30-days written
notice of insurance company' s intent to cancel or terminate the policy.
F:\Public Works\Lesley Ben yon\contracts\92AV8865- Allen additional fa msV Ilen teasel 1 -21 -06.doc
5 . To pay all charges for electricity, waste disposal, water, and gas used on said premises;
not to hold the LANDLORD responsible for any delay in the installation of electricity, water, or
gas, or meters therefore, or interruption in the use and services of such commodities .
6. Not to use the demised 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 demised premises. TENANT ' S use of the property shall at all
times comply with all laws and ordinances in effect in Indian River County, Florida.
7 . RADON GAS : Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities may present health risks 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 testing may be obtained from you
county public health unit. This paragraph is included pursuant to the requirement of Florida
Statutes Chapter 404. 056 for the purpose of public information and notification.
8 . IT IS FURTHER UNDERSTOOD AND AGREED between the parties hereto, that if
TENANT shall violate any of the covenants and conditions of this lease, then the TENANT shall
become a TENANT AT SUFFERANCE, and in the event TENANT is evicted by suit at law, said
TENANT agrees to pay to said LANDLORD all costs of such suit including a reasonable
attorney ' s fee; that no assent, expressed or implied, to any breach of one or more of the covenants
and agreements hereof shall be deemed or taken to be a waiver of any succeeding or other breach.
AND IT IS FURTHER UNDERSTOOD AND AGREED that all covenants and
agreements of this lease shall not be binding upon, nor apply to the heirs or personal
representatives of the respective parties hereto.
BOARD OF COUNTY COMMISSIONERS TENANT
Indian River County, Florida
By ✓cr �, �' LC � i
Carytfignrman Don Allen
Approved- y$CC : ,' ecetalzhr 12 . 2006 Date :
r (Date):
Attest I K=8arton, Clerk of Circuit Court
Barbara Allen
By � -L' a . . � � - `^^ s� Dater (" Li
Deputy Clerk
App vi d to f r and e a f ciency: Signed in the presence of:
/y//
By t 45 u:��/ w4i
i, ounty Attorney W1 s
w it 4n
Witness
F:\Public works\Lesley Benyon\contracts\92AV8865- Allen additional formsWllenLeasel 1 -21 -06.doc
Exhibit A
Vero Lake Estates, Unit A, Block E , Lot 1 (BK-PG 4-70)
Commonly known as : 8865 92"d Avenue, Vero Beach, FL 32967
Parcel M 31382700004005000001 . 0