HomeMy WebLinkAbout2008-057AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE (`,Agreement") is made and
entered into as of the f day of February, 2008 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. 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, the parcel I.D. # 31-39-30-00000-7000-00002.0, real property located on 70th
Avenue (aka Powerline Road), Vero Beach, County of Indian River, State of Florida and more
specifically described in Exhibit "A," containing approximately 15,190.0 sq. ft. or .35 acres,
zoned A-1, Agricultural, and all improvements thereon, together with all easements, rights and
uses now or hereafter belonging thereto (collectively, the "Property, along with the agreed upon
conditions as shown in the attached addendum (Exhibit `B') .
2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property
shall be Thirty -Thousand -One -Hundred -Eighty- Dollars and 00/100 Dollars($30,180.00). 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.
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.
F:AEngineering\LouiseALouise GatesTowerline Road. Wilcox\Wilcox Agreementafterbarkettrev2.7.08.doc
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.
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.
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,
F:\Engineering\Louise\Louise Gates\Powerline Road. Wilcox\Wilcox Agreementafterbarkettrev2.7.08.doc
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 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.
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.
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.
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.
F:TngineeringTouiseALouise GatesTowerline Road. Wilcox\Wilcox Agreementafterbarkettrev2.7.08.doc
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: Chester E. Wilcox Jr. and Lynn R. Wilcox
Address 2215 Mercer Drive
Cocoa, Florida 32926-5613
If to County: Indian River County
1840 25th Street, Vero Beach, FL 32960
Attn: Robert Webb, Land Acquisition
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,
included but not limited to drainage improvement, 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 the event of any dispute arising from or out of this
Agreement or any addendum hereto, the prevailing party shall be entitled to recover attorney's
fees and costs from the non prevailing party.
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.
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
4
F:Tngineering\Louise'Louise GatesTowerline Road. Wilcox\Wilcox Agreementafterbarkettrev2.7.08.doc
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.
SELLER:
Name: Chester E. Wilcox Jr., Trustee
By:
Date signed j?� 2-00y
SELLER:
By:
Name: inn R. Wt cox, Trustee
By:
Date Signed:
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY CO MISSIONE S
By
�
SS ndra L. Bow4p}�, Chairman
Date Signed F� elxva 1 f
ATTEST: J K 3*6n Cl k . '.
Deputy Clerk
Date Signed:
Approved as To Form and Legal
Suffic'en y
Iyf, County Attorney
Date Signed: /, .13 —Ot
F:\Engineering\Louise\Louise GatesTowerline Road. Wilcox\Wilcox Agreementafterbarkettrev2.7.08.doc
m
O
Z
T
W
O
A
TTI
D
m71
o LO
� n N
z cn
y 0 Z
Z > 0
D
O
n Z C
0 { Z
71v
r
M
N
Z U)
n 7 G
�E2
czi
0
ZD z
M
D
m
m
z
C7 LP a w O z*g*oro0m0 wn >
m _ p Z Z LL��mm-CC� ZM-v
.4 ZOD"22C= C=Ci 1A*1�N furl Z �ZD Z(Zo>z22Z _
T1 �OO=1m m� m �m[n 5 m- 2z (n Z Am O Z m rn D O Arn O
(� rn '- �W z (n n (n r- M to -1 -� V: 7 G� A r O rn a z
m-0 rnD '�'� 0t4 DT7 mCr. SC AOCZO Zm
-Di O LA R': A -1 m T cm AAm -�mm C'�Zm�1pD OZO
D� OZ mC`. M ! p O m mo C; 'GO,, Ori H Z"Z O? m rnp T
Z "')(n n mcm X= a� �" rnzy U crZDq o! wom=
o"-1mLn -1Z O(n�Z Z.mOO CGO � DZZrD :zJOpOm mop
A m 0
4 cn Z5 C) =S5 M=u m-GjmN(DW Zrmmo Ln
! `C V r5r1 �Z5 D m m -<Mm w CO a.N f 11 �(D7
�ONZZOZ A4rl Ln —'� mn AOO m�pm fi*T�.'� O7C5
Om2 Or, v; c; razz 7u 70 Vin. m.
J`2 m mA O A Aym zoo O -1 ...I '000Dm M55 LA
O. A m.D Am m Nom-' OZ -i �+, fD D pD pT O OZO
T'zppy0 �O Z�O OZC C) Krz O pNmZ Dr Nrn�O gO vi
�Az Z O
<..a !~T'iD O z- Z v s vAN NO Z= O"or O Z Z �� A
Omr2 A"� g� �oO .°'m mrD-r1z a �z- nzfaz z �d
ac�0a oN .< Lf a azo zo m Om n�C2Nm�O �Zo
6 -OG 7U)N z O Co � O A Df0*ID r'r; DA p 0 Z V a _i rpm -1r Z
j-trO �-i mm- zm mm 5ZN- 00 =:mO
z:Z m -i Oz mcn 5�X 5r5 j J===Oz. G1 -Tri
Om'Oc Am OmZ D O to m m O O �x -
Zyxzm A CAG] Dim ST� Nim_ m�omrn -�D
OZOwz �m 5?
MATCHLINE
z r
<
Jocn�9i Aa _
cni=� m8 ii g9 £al w� 02 9
J' p
p J a y 2�FYGe Bs ;O FEi E9fi � - ' p b
z - n 47 o
i o �uE
11 O=NB9R521'E
tD w m o B4SELINE U wo
P 5 LINE SE 1/4 •o
s o o = ? r � '. a s SEC 30-31-39
Bz' C.R. 510 wo
u
o
C). Zt la i V � rr'if�
m ti j - Qcj
40� R/W PER O.R.B. j Q
3 = c oto €off 2181, PC 381 A(� o
N
o sass2.21 o / e^ w�
ap itt Z O x / ( 8
a a o
j p C o m ro w\I o 5 N R/W LINE \�rCJ � N85.$02( jE�
rz)P� O Z 8 ISI E
m A
O \ N �1O.fl B. 7. MS¢
rr I OI r 1a3
p
81
<p k N
=mom' z
_ oC
m _ L4
DO 1*1 N89'S721 f- 'p 4, 0 T (n ( pub R
�Z� -12.00'(C) �, v0 -m /ma
m'$ nI8 No�� n 1"7a
^gin O
I z
�o r
Z ti 0' 0 � � 1
b O CITY LIMITS l0 Ox 1 a
n1 (n .,,.�.. 8 LINE 00
0 1 m Z n
0
aL)l� N x you
Zny= 1 x 0 0 = ZD 8
o�Z rTl
> I
C)
Li
it
2 _ �
0
ro o
\^' MATCHLINE
3 R\Engineering\ScOttD\02'.7\cwg\0217-Parcel 2.ciwg 2/11/200B 9:29:18 AM E5T
BOARD OF COUNTY COMMISSIONERS
18012 7th Street, Vero Beach, Florida 32960-3365
Telephone: 772-567-8000
LA�a
PUBLIC WORKS DEPARTMENT
LAND ACQUISITION DIVISION
ADDENDUM TO AGREEMENT TO PURCHASE AND SELL REAL ESTATE
This ADDENDUM to purchase and sell real estate entered into on this ftday of��ci%Li
200t between Indian River County and Chester E. and Lvnn R. Wilcox Who agrees as follows:
The
County shall perform
the
following, as
previously agreed upon,
and
with respect to the property located at
70th
Avenue Vero Beach,
FL
at no expense
to Chester
E. and
Lynn
R.
Wilcox
.
1. Relocate drainage ditch now located in proposed right-of-way to inside the western boundary of the subject
property, (see Exhibit "A" attached) This is to be done at no expense to the parcel owner and will be completed
in conjunction with the road improvement project and must be completed by the date that the road improvement
is deemed to be complete. This provision shall survive closing. In the event the County fails to comply with
this rovision in the time specified, Wilcox shall be entitled to specific performance.
� County will maintain adequate drainage on the Wilcox property at all times,
including during construction.
In witn ss whereof, the Undersigned.
r4z J 't
Chester E. Wilcox
heR. Wilcox
Witness:
Witness:
APPROVED AS TO FORM
AND 4 AL WY
6Y /{/MJ
WILLIAM K. DEBRAAL
DEPUTY COUNTY ATTORNEY
F.AENGINEER INGVLOU ISE\LOUISE GATES�POWERLINF ROAD.WILCOX\WILCOXADDENDUM2. 07.08. DOC
1S3 MJ [p 969 (CW /ZI2I Bxp 133NS ipAS�iO\6xp\3LI M\sjvjo+0\u oly\�9+aaµBv3\y
!n
OZOOr l�
04yKN t-
7 �Q(n
O
w�zln aw G
P`
�e04
0
` �z<o�
O,-OQZO
[nO�UOF
w � U
zz
O
to _owzo
~/Im
z
z<Qo,
zFn
f -/jaw
\ >OW OW .
OJpZ2<'-
caw, QaQ
r� o
o �
C w
0
� Q w
w �
x
z � w
Q
Z
4
N
he
t -a
pmoI,�
0���jj2
p�pq2q��'�
E
VeW�ZpEUyU�4�
•
_
Gi��l�03
gto
F4
t,
C)
P`
�e04
0
` �z<o�
O,-OQZO
[nO�UOF
w � U
zz
O
to _owzo
~/Im
z
z<Qo,
zFn
f -/jaw
\ >OW OW .
OJpZ2<'-
caw, QaQ
r� o
o �
C w
0
� Q w
w �
x
z � w
Q
•
_
•
$3
rve
1
awe/sz/l
AMr[Iz0\b^`r\3utA\°Po,me\uo!r\6°w=w6uj\V
s
g
p
w
m
I
W
F
'
I
s,x
LZ
I
I
R
I
I
I
'k
�
I
S
ti t
R
I
Sq
N, I
I
oa
�9
I
' I
I
a at
i
I
Nn
Yana
—
rvo&ry
w a
...i_ Y
I R C 02
O
y
\
F(.
F
a�
♦
__�~1 � e-
e
s
__
__
It
-
is
VIS DIS �A-
uA f �
c;
yy
=>,-ets'-'�'sa flr
wn wmm-. _ < DP+D j
n
,
�
Sa It
t -_
x 9e.
i
l O
a
O
fi60 `.ue 5wu
3.IZ•ZS.68 N
{\
w
Zw m
�O
o�atxtz
Mj
-
N
1S3
HJ
IfiI94
BWb/52/t
6aV'LILD\EW\.][RO\fl�gwJ�uory�Wyaeu!6u3�9
q
YIN
zs
u
1
\
`Rk
C4
v
:IQz
I
k;4
¢
r.
Zt
-
��
L ZE
+oma
I
n
\\I a
Z
�
-
i�
lI
Ll
yqh
I
V 14
i
N
N
3
.^
^SG
�aI
b
th
£
-
O C
op
-
I
tl
n
_
�
°•• ouo i
I
O
+
O
_
1
_
_
NMm
I
I
I
I
-
�s
—
.6
V
ti
b
to
u[/9L/1•W'LILO\�^4U[Iz0\9o[aMl\ml1'�6
w,caq&g\3
a
I
Ia
A 16
C
i
oAl
y
I �
• I£Gt
y
I
:{�
I�
N
I
y�1 E
€
Lj
I
ti�'a V
ISN
N �
� ➢O N �
N
�
y
,h
N
� d
3
vi
s
dddd
➢
i
I^�a 1 -
i j"�i��
444
g5
� o m
�
m
�3 3
0
i
•�
- -
)l Q�
ISM
\W
II
4tl^iM h o
.od
Via.%fie
i
zm
—
o GNkyg aH
•,
i.
'ix FiP{�}
a
R
N
y--
o h Pa
I �,M•:
2
I
MC
MCI,
g„ GGO Ct�2
Pull
�
0
R
N
pp44
An 9�1(
I_
b
•O
I
R
I
W
�
• �^
I
��� O I
I I 11 �3
~
�
_
__
_
bq
y
I ®
I
_�
N
11
0
'JI I
O
V
6"\
M1
�
11
0
'JI I
O
V
6"\