HomeMy WebLinkAbout2008-350AGREEMENT TO PURCHASE AND SELL
ORIGINAL
REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 4tWay of November 2008, by and between Indian River County, a
political subdivision of the State of Florida ("County"), and Donald S. Beaty,_("Sellers"), 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 7410 8th Street, Vero Beach, FL (see
attached Exhibit "A" County of Indian River, State of Florida and more specifically described on
Exhibit "A" attached hereto and incorporated by this reference containing approximately
236,214.5 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 Four-hundred-Nineteen=Thousand-Eipht-hundred-fifiyfive— and 00/00
Dollars ($419,855.00). The price of the real estate is based upon an appraisal prepared by
Peter D Armfield, MAI on October 22, 2007. The real property was valued at $379,400. There
are additional costs for this purchase, $12,000 for irrigation equipment located with in the right-
of-way and $28,455 for legal fees. The amount shall be deposited in an interesting bearing
escrow account within 10 days of the effective date of this agreement and is to be disbursed at
the time of closing set to be February 2, 2009. 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.
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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 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 February 02, 2009 with funds being deposited in an interest bearing escrow account
on the effective date of approval of this agreement by the Indian River 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 on the date of closing. Seller shall grant to Indian River County a temporary
construction easement over the real property described in Exhibit "A" on the effective date of the
approval of the purchase agreement. This will allow Indian River County to proceed with the road
improvement project for 74th Avenue.
(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.
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(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.
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 prior 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 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
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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.
8A 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: Donald S. Beaty
P.O. Box 1259
Lake Wales FI. 33859-1259
If to County: Indian River County
1801 27th Street, Vero Beach, FL 32960
Attn: Land Acquisition R. Webb
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 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.
8.11 "Seller acknowledges receipt of the "Notice to Owner" and understands his/her rights
granted under Florida Law Chapters 73 and 74."
Initial
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth above.
SE
nald S. Beaty
Date Signed:
Approved as to form and Legal sufficiency:
am
Deputy County Attorney
N01111*
Pubh'c
RUTHANN MOYER
MY COMMISSION t DD 385724
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Date Signed: November 41 x2908:
Attest: J. K. Barton, Clerk
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Date Signed: V` o l g
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N ACAD DWG. FILE: 0421.dwg (view parcel 107) Plotted 9-7-06