HomeMy WebLinkAbout2008-436BAGREEMENT TO PURCHASE, SELL, AND LEASE REAL ESTATE
BETWEEN
LYDIA K. BROXTON AND INDIAN RIVER COUNTY
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement")
is made and entered into as of the 23rd day of December , 2008, by and between
Indian River County, a political subdivision of the State of Florida ("the County"), and
Lydia K. Broxton ("Seller"), who agree as follows:
WHEREAS, Lydia K. Broxton, ("Broxton") owns property located at 6380 851h
Street, Vero Beach, Florida. A print out from The Indian River County Property
Appraiser's web site of the property known as Parcel 232 is attached to this agreement
as Exhibit "A" and incorporated by reference herein; and
WHEREAS, the County, is scheduled to expand CR510 in the near future and
the road expansion will impact and affect Broxton's property; and
WHEREAS, in order for the County to proceed with its road expansion plans, the
County needs to purchase property to be used as right-of-way from landowners
adjacent to CR510; and
WHEREAS, Broxton is represented by Raymer F. Maguire III of the law firm of
Fixel, Maguire & Willis, 1010 Executive Center Drive, Suite 121, Orlando, Florida; and
WHEREAS, the County is prepared to take the Property by using its power of
eminent domain; and
WHEREAS, Broxton and the County wish to avoid the risk, time and expense of
litigation by entering into this agreement for sale and purchase of the Property;
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises,
covenants and premises hereinafter, the County and Seller agree as follows:
1. Recitals. The above recitals are affirmed as being true and correct and are
incorporated herein.
2. 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 6380 85th
Street, Vero Beach, Florida and more specifically described in the attached Exhibit "A",
containing approximately .13 acres, and all improvements thereon, together with all
easements, rights and uses now or hereafter belonging thereto (collectively, the
"Property").
2.1 Purchase Price, Effective Date The purchase price ("Purchase Price") for the
Property shall be $32,000 and 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 Agreement 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.
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.
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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 45 days following the execution of this contract. 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.
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.
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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.
7.1.4 There are no engineering fees related to this parcel.
7.1.5 Attorney's fees and costs are $3,000 reduced from the negotiated minimum of
$4,000.
7.1.6 Appraisal fees in the amount of $1,000 for the services of All Real Estate
Appraisals.
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 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.
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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: Lydia K. Broxton
P.O. Box 700184
Wabasso, Florida 32970
If to Seller's Attorney: Fixel, Maguire & Willis
1010 Executive Center Drive
Suite 121
Orlando, Florida 32803
If to County: Indian River County
184025 th Street
Vero Beach, Florida 32960
Attn: 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, 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.
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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 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.
9. Lease -back: The County shall execute and deliver to Seller a lease of the
Property at the Closing. The term of the lease shall begin the day of the Closing and
end thirty (30) days prior to the County's start date on construction of CR 510 on the
Property, but in no event sooner than one (1) year after the Closing. The lease
payment shall be one dollar ($1.00) per year.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
SELLER:
M64 i�•• •
Date Signed:
G
INDIAN RIVER COUNTY, FLOMDA
BOARD OF COUNTY COMMISSiONERS
Wesley S. David;
Date Signed: Decenber 23 .008
Attest: Mary Louise Scheidt
.0 erk Ad nterim
By _
Deputy Clerk
Date Signed: December 23 ?W8
Approved as to form and legal sufficiency:
VV -
William K. DeBraal
Deputy County Attorney
52-01-231/232\28
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