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HomeMy WebLinkAbout2006-227 x , 20 , 0 6 'a AGREEMENT TO PURCHASE AND SELL REAFL ESTATE ,,� �© 7 THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 20th day of June , 2006 by and between Indian River County , a political subdivision of the State of Florida (" County") , and Eleanor J . Williams Colvin ("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 5285 66th Avenue , Vero Beach , County of Indian River, State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference , 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 -Fifty Thousand Dollars ($250 , 000 . 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 (" 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 . - •v,mcrno„ 3 u i ` . e:e t idm.�i dp �1 U � sbniM 1cir ' 'r<:(e, I , u•, u i :V t i ,. C'n'=:v }�, ':,,, uc d rn i . .. c 1 t-.,.,; �?,.,: 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 . ' i, n; ir:; f ntzlic:Lauia ,i c, Capit;ai I ic<i:; (i( ,iI . :nuu Projer k irunir (. it 1 . rm Cath:in A� ,rcu;nwm to vn b,o doc 2 6 . 2 Pro-rations . 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 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 . 3 The Seller and County shall each pay their own attorneys' fees . 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 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 . �" � Uv/K/✓ -"fie <e✓ler /'ekzlit>s ke fo 5A, isoocll cz /vd relwove �Ihe f flIf, mceim 1 '0%J imise F1[ittJ1t tt, It,`.6(1U; A V"n tic ProjectTicanor l_ R dl rams ( 'i rNtiAn[ it Pzm,lm.c . ; ,;a,L doc 3 fa Ilezol ;uq 1' Cclw5 F/-v/i7 07e fiay77e , Gt o.R .5 flat eabol- /tfG�r;�.1rA'� .1/ do. - al)u a1, 06, 1- 0(0 411, /fie oJnl i fs j T ; /e 7`S . � F a," 1,o o � ' Gtelo- / // /h� jv � Ou+$ rde ikr14-S Of4� g,- � I� c 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 , as follows : If to Seller: Eleanor J . Williams Colvin 528566 th Avenue Vero Beach , FL . 32967 If to County: Indian River County 184025 th Street, Vero Beach , FL 32960 Attn : Matt Napier, Capital Projects Division Facsimile # (772) 226- 1988 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 . 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 F Pneinceriii i r ut ,. 1 lvcnue Prrgm,l Flcmun d, R d am, C'A>tn trtceiuenr I<, .rcIL fl.t It, I dot 4 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 Lease-Back: The Seller will be allowed to lease back the property, legally described in " Exhibit A", at no charge until June 30 , 2008 or until the 66th Avenue 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 . IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . SELLER : COUNTY: 0 < g NDIAN RIVER COUNTY , FLORIDA Eleanor J . Willia Colvin Date Signed : S r2 K— 6 Arthur R . Ne er, Chair a Date Signed : JuneQ2na, 2006 }Vly ( 0 3` ai8r. AttestJ �K BayrtonCle�k , � C t 51 tf4 P114 . .� By : - ae ER : ep,uty C'Ijrk 'syr "„� William M . Napier, SRPA, SRA Signed County Real Estate Acquisition Agent Dated Signedxc St 2c>0 A PI vk/ inistrator gal sufficiency. ' roiwlst661h Avonuc Pro7Ck I:erar ( 0y S "EXIHIBIT A " The North 2 acres of the East 10 acres of Tract 1 , Section 19 , Township 32 South , Range 39 East, according to the last general Plat of lands of the INDIAN RIVER FARMS COMPANY SUBDIVISION , as recorded in Plat Book 2 , at Page(s) 25 , of the Public Records of St. Lucie County Florida ; said lands now lying and being in Indian River County, Florida . . . . . . . . . . . . LESS THE South 1056 feet and the canal . Commonly known as : 5285 66th Avenue, Vero Beach , FL. 32967 Parcel 1 . D . #32391900001001000001 . 0 F Ei unknn mrc%Lom , at ( . 4piO r i < g aia=LiG Y Air uac i'roi< < F (ymq] J wfllfam_e (J)I) In 1 7euIW'nt Is Plimhl'c J caw .dm HEEL LEASE This LEASE , executed this day of 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 25th Street, Vero Beach , FL 32960 , hereinafter called LANDLORD , doth lease unto Eleanor J . Williams Colvin , hereinafter called TENANT, the real property and facilities situated thereon , located in Indian River County, Florida , and more particularly described in Exhibit "A" ("premises'), 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 30th day of June . 2008 or until such time as the 66th Avenue Project begins , whichever occurs first. The rent shall be $-0-. Tenant must vacate the premises on or before the 30th day of June , 2008. Tenant may opt out of this LEASE anytime during the lease period by providing written notice to Landlord as such . Should the 66`h Avenue Project be postponed , the County may extend said lease at the County's sole discretion . 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. required to maintain the premises in livable condition . 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 . Per terms of an Agreement To Purchase And Sell Real Estate between LANDLORD (Indian River County) and TENANT (Eleanor J . Williams Colvin), at the end of this lease, TENANT shall be allowed to remove the gas water heater, indoor and outdoor a/c units , toilets , bathroom sinks , water pump , all major appliances , and miscellaneous outside plants . 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 mayarise 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 intentto cancel orterminate the policy. 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 6 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 . � f BOARD O�* UNTY COMMISSIONERS TENANT Indian RiCo�inty r�t�a ; _ t r It f `� e n k B AithuvF < Ne6y r r; CNairm Eleanor J . Wilf s Colvin Approved OVI@P: 2, c 0 = 06 Date: S- -2 g ' Oh (Date) f` Attest: `JK. Barton , Clerk of \Circuit Court Signed in the presence of: F Deputy Clerk Witne s �p eo'unty d to form and legal sufficiency: Witness AttorneyCtrin;, urvc -; .onis ( l� 4 apn_si i , I, V Jf 4twuu Pr<gect Elcsnnr 1. ti's , t`;, .m r reaffem to i c l re ( .ea.c ;ic 7 "EXIHIBIT A " The North 2 acres of the East 10 acres of Tract 1 , Section 19 , Township 32 South , Range 39 East , according to the last general Plat of lands of the INDIAN RIVER FARMS COMPANY SUBDIVISION , as recorded in Plat Book 2 , at Page(s) 25 , of the Public Records of St . Lucie County Florida ; said lands now lying and being in Indian River County, Florida . . . . . . . . . . . . LESS THE South 1056 feet and the canal . Commonly known as : 5285 66th Avenue , Vero Beach , FL . 32967 Parcel I . D . #32391900001001000001 . 0 F ugin esir � urv,` Lowat 1 dtu �.el(LCi1 i 7iiu ;i:,il: 1tir nie Peri+s Flcflurn' I. lb' d6nn . Cnlcin 4, rt , wcar l lu i urs hw. I ea=i doc 8