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Home My WebLink About2015-225it AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of %V6,, --7n. , 2015, by and between Indian River County, ("County"), a political subdivision of the State of,Florida, whose address is 1801 27th Street, Vero Beach, FL 32960; and A d v ion t ctz i Ci1� , (buyer's nam/214 1,4)&5 5P4 VX20 � Q__,7‘ (buyer's address) (city) (state) (zip) ("Buyers"), who agree as follows: 1. Agreement to Purchase and Sell. The County hereby agrees to sell to th'e Buyers, and the Buyers hereby agrees to purchase from County, upon the terms and conditions set forth in this Agreement, that certain parcel of real property located at 5940 26I' Street Vero Beach, FL 32966 and more specifically described on Exhibit "A" attached hereto and incorporated by reference, containing approximately 0.60 acres, 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 00/00 Dollars Property shall be v s -'-� (written urcHase price) ($ (15, OoD .00). The B yer has paid and the County ackn•wle•ges receipt of a 10% deposit in the amount ofSv v.•' oilers (10% deposit amount) ($ (1,54 D, 45-0 ) that is currently being held in escrow by the County (Escrowed Funds). The balance of the Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County approves 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. County shall convey marketable title to the Property by County Deed free of claims, liens, easements and encumbrances of record or known to County; 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 Buyer's intended use and development of the Property ("Permitted Exceptions"). 4 Representations of the County. 4.1 County 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. -I- 4.2 From and after the Effective Date of this Agreement, County 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 Buyers. 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, drinage district or any other special taxing district. 5. Default. 5.1 In the event the Buyers 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 Buyers at or prior to the Closing Date and thereupon retain the Escrowed Funds as liquidated damages. Neither the County nor any other person or party shall have any claim for specific performance, damages, or otherwise against the Buyers; or (ii) waive the Buyer's default and proceed to Closing. 5.2 In the event the County shall fail to perform any of its obligations hereunder, the Buyers shall, at its sole option, be entitled to terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Buyers 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. 6. Closing. 6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 30 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) The County shall execute and deliver to the Buyers a County 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 County shall have removed all of its personal property and equipment from the Property and the County shall deliver possession of the Property to Buyers vacant and in the same or better condition that existed at the Effective Date hereof. (c) If County is obligated to discharge any encumbrances at or prior to Closing and fails to do so, Buyers may use a portion of Purchase Price funds to satisfy the encumbrances. (d) If the County is a non-resident alien or foreign entity, County shall deliver to the Buyers an affidavit, in a form acceptable to the Buyers, certifying that the County and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) The County and the Buyers 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 County. 7. Closing Costs; Expenses. Buyers shall be responsible for preparation of all Closing documents. 7.1 Buyers shall pay the following expenses at Closing: 7.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by County 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 Current taxes which are not yet due and payable 7.2 County 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 Buyers for all state court matters, and in the Southern District of Florida for all federal court matters. 8 2 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 County and the Buyers 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. 8.3 Assignment and Binding Effect. Neither Buyers nor County may assign 'its rights and obligations under this Agreement without the prior written consent of the other party. -3- The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 8.4 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 Buyers. If to County: Buyer's full name. Address: City, State, Zip. Phone: Email. /-�rd4/) -, 614 •2011;h 265 +rte vex.") 1 P- ,2- 3?916 "7"1-;\ 15'4 V• 51591_ .��• come ciL i J � � Indian River County Attorney's Office 1801 27th Street Vero Beach, FL. 32960 Phone: 772-226-1426 bdebraal@ircgov.com Either party may change the information above by giving written notice of such change as provided in this paragraph. 8.5 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. 8.6 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. 8.7. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 8.8. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.0 Property is Being sold "Where Is, As Is" The County makes no guaranty or warranty as to the Property or any of its structures or their contents The sale is not contingent upon buyer obtaining financing. This sale is not contingent upon a satisfactory inspection report. Buyer's Initial Buyer's initials -4- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. Buyer: By: / Prin INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS By: /30-6 G1 1 �ruxi� Bob Solar• i, Chairman By: Print Name Date Signed by Buyer: /1 IM)/5 Approved as to form and legal sufficiency. lam K. DeBraal Deputy County Attorney Date BCC Approved: December 1, 2015 Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By ••i''i con�M;•• Deputy Clerk •• *.• ` • • -5- • . EXHIBIT A LEGAL DESCRIPTION INDIAN RIVER FARMS COMPANY SUBDIVISION PLAT BOOK OF ST. LUCIE COUNTY 2-25, PART OF THE EAST 10.47 ACRES OF THE WEST 20.47 ACRES OF TRACT 16 BEING A LOT 137 FEET BY 225 FEET AS IN RECORD BOOK 14, PAGE 130, LESS RIGHT-OF-WAY AS IN OFFICIAL RECORD BOOK 1093 PAGE 910; LESS THAT ADDITIONAL ROAD RIGHT-OF-WAY AS DESCRIBED IN THE BOARD OF COUNTY COMMISSIONER'S RESOLUTION NO. 2015-038 AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 2831, PAGE 1101 ASSIGNMENT OF AGREEMENT TO PURCHASE AND SELL REAL ESTATE Nov. THIS ASSIGNMENT is made this "In day of December, 2015 by ARDALION GUZMAN, as Assignor and VERO ANTIOQUIA, LLC, a Florida limited liability company (Assignee). WHEREAS, Assignor, on November 19, 2015 entered into a certain Agreement to Purchase and Sell Real Estate as Buyer with INDIAN RIVER COUNTY, a political subdivision of the State of Florida (Seller), for the purchase and sale of certain real property located at 5940 26th Street, Vero Beach, Florida 32966, and which is described more particularly in said Agreement, a copy of which is attached hereto as Exhibit "A"; and WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of Assignor's rights, title and interest in, to and under said Agreement to Purchase and Sell Real Estate; and WHEREAS, Assignee is desirous of receiving all of Assignor's rights, title and interest in, to and under said Agreement to Purchase and Sell Real Estate, NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor does hereby assign, transfer, sell and convey unto Assignee all of Assignor's rights, title and interest in, to and under said Agreement to Purchase and Sell Real Estate. Assignee hereby assumes all of Assignor's duties and obligations under said Agreement to Purchase and Sell Real Estate. This Assignment shall be binding upon Assignor and shall inure to the benefit of Assignee and her successors, heirs and assigns. ASSIGNOR: STATE OF FLORIDA COUNTY OF INDIAN RIVER ASSIGNEE: VERO ANTIOQUTA,LLC By: Ardalion Jose Guzman, Manager OVc c.� Acknowledged before me thisday of , 2015, by Ardalion Guzman, who is either personally known to me or produced . as identification. SEAL: NOTARY Pt3JBLIC: rA Sign: Fes- _ it Print d Na e: Comms No.: Commission Expiration: •`i,"'Poe', JESSICA LUMLEY ary Public - State of Florida �` iTh 1 , My Comm. Expires Oct 30, 2018 ��"F OF F�K, Commission # FF 165298 1,,,,,, STATE OF FLORIDA COUNTY OF INDIAN RIVER Acknowledged before me this,day ofr, 2015, by Ardalion Jose Guzman, Manager of Vero Antioquia, LLC, a Florida limited liability company, who executed on behalf of and with the authority of said limited liability company. He is either personally_ known to me or produced as identification. SEAL: NOTARY P BLIC: Sign Print. d Na Commissi. e: n No.: Commission Expiration: /42' Notary °a�c� JESSICA LUMLEY Notary Public - State of Florida ;J My Comm. Expires Oct 30, 2018 �.''�o��e?;•' Commission # FF 165298 CONSENT TO ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT Pursuant to paragraph 8.3. of the Agreement to Purchase and Sell Real Estate dated November 19, 2015 by and between Indian River County, a political subdivision of the State of Florida, as seller, and Ardalion Guzman, as buYer, a copy of which is attached hereto as Exhibit "A", Indian River County hereby consents to the assignment by Ardalion Guzman to Vero Antioquia, LLC, a Florida limited liability company of said Agreement to Purchase and Sell Real Estate. ATTEST: Jeffrey R. Smith, Clerk of Circuit Court By: and Comptroller Deputy Clerk Approved as to 1 William K. DeBraal Deputy County Attorney INDIAN RIVER COUNTY, FLORIDA By: 3eQ6 Bob Solari, Chairman , Board of County Commissioners rl`f �,01`�1Y1�SS/O r.. •.41�te of BCC approval: 1 2/ 1/ 1 5 -*: AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of Nee-nv1at.. , 2015, by and between Indian River County; ("County"), a political subdivision of the State of,Florida, whose address is 1801 27th Street, Vero Beach, FL 32960; and Arddit0-, <447411 Cin 196'5 .5P* Cok V" --D ' ex,el, f l namg�l- °J`S1 (buyers address) (city) (state) (zz) ("Buyers"), who agree as follows: 1. Agreement to Purchase and Sell. The County hereby agrees to sell to the Buyers, and the Buyers hereby agrees to purchase from County, upon the terms and conditions set forth in this Agreement, that certain parcel of real property located at 5940 26th Street Vero Beach, FL 32966 and more specifically described on Exhibit "A" attached hereto and incorporated by reference, containing approximately 0.60 acres, 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 ' v - :. �tiel...0en.e/------' 00/00 Dollars (written urct e price) f$(45, poo .00). The B yer has paid and the County ackn•wle• ges receipt of a 10% deposit in the amount of oliars (10% deposit amount) ($ '1)5a), ) that is currently being held in escrow by the County (Escrowed Funds). The balance of the Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County approves 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. County shall convey marketable title to the Property by County Deed free of claims, liens, easements and encumbrances of record or known to County; 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 Buyer's intended use and development of the Property ("Permitted Exceptions"). 4. Representations of the County. 4.1 County 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, County shah 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 Buyers. 4.3 There are no existing or pending specialassessments affecting the Property, which are or maybe assessed by any governmental authority, water or sewer.authority, school district, drinage district or any other special taxing district. 5. Default. 5.1 In the event the Buyers 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 Buyers at or prior to the Closing Date and thereupon retain the Escrowed Funds as liquidated damages. Neither the County nor any other person or party shalf.have any claim for specific performance, damages, or otherwise against the Buyers; or (ii) waive the Buyer's default and proceed to Closing. 5.2 In the event the County shall fail to perform any of its obligations hereunder, the Buyers shall, at its sole option, be entitled to terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Buyers 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. 6. Closing. 6.1 The closing of the transaction contemplated herein ("Closing' .and "Closing Date') shall take place within 30 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) The County shall execute and deliver to the Buyers a County 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 County shallhave removed all of its personal property and equipment from the Property and the County shall deliver possession of the Property to Buyers vacant and in the same or better condition that existed at the. Effective Date hereof. (c) If County is obligated to discharge any encumbrances at or prior to Closing and fails to do so, Buyers may use a portion of Purchase Price funds to satisfy the encumbrances. (d) If the County is a non-resident alien or foreign entity, County shall deliver to the Buyers an affidavit, in a form acceptable to the Buyers, certifying that the County and any -2- interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) The County and the Buyers 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 County. 7. Closing Costs; Expenses. Buyers shall be responsible for preparation of all Closing documents. 7.1 Buyers shall pay the following expenses at Closing: 7.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by County 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 Current taxes which are not yet due and payable 7.2 County shall pay the following expenses at or prior to Closing: 7.2.1 Ali 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 Buyers for all state court Matters, and in the Southern District of Florida for all federal court matters. 8.2 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 County and the Buyers 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_3 Assignment and Binding Effect. Neither Buyers. nor County may assign its rights and obligations under this Agreement without the prior written consent of the other party. - 3 - The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 8:4 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, retum receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows: If to Buyers: Buyer's full name: Address: City, State, Zip: Phone: Email: 4r 4465 -n -zvnI 1 2g.t M `jig_°IL ; 51591 , e tt cle_ , i /,� If to County. Indian River County Attomey's Office 1801 27th Street Vero Beach, FL. 32960 Phone: 772-226-1426 bdebraal@ircgov com Either party may change -the information above by giving written notice of such change as provided in this paragraph. 8.5 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 notmade for the benefit of, nor may they be relied upon, by any other person whatsoever. 8.6 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 8.7. Counterparts. This Agreement maybe executed in two or more counterparts, each one of which shall constitute an original. 8.8. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.0 Property is Being sold "Where Is, As Is" The County makes no guaranty or warranty as to the Property or any of its structures or their contents. The sale is not contingent upon buyer obtaining financing. This sale is not contingent upon a satisfactory inspection report. Buyer's Initial -Buyer's initials IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. Buyer: INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS By: / By. /30-6 Prin e. MeV) 0164#1 Bob Solar• i, Chairman By Print Name Date Signed by Buyer: / 19 11.5 Approved as to form and legal sufficiency. Date BCC Approved: December 1. 2015 Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By .... corrin;;• Deputy Clerk co ss/o;�F •• *: iam K. DeBraal •� 9y9' ��-t . RCOUIdTy.�:," Deputy County Attorney -5- EXHIBIT A LEGAL DESCRIPTION INDIAN RIVER FARMS COMPANY SUBDIVISION PLAT BOOK OF ST. LUCIE COUNTY 2-25, PART OF THE EAST 10.47 ACRES OF THE WEST 20.47 ACRES OF TRACT 16 BEING A LOT 137 FEET BY 225 FEET AS IN RECORD BOOK 14, PAGE 130, LESS RIGHT-OF-WAY AS IN OFFICIAL RECORD BOOK 1093 PAGE 910; LESS THAT ADDITIONAL ROAD RIGHT-OF-WAY AS DESCRIBED IN THE BOARD OF COUNTY COMMISSIONER'S RESOLUTION NO. 2015-038 AS MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORD BOOK 2831, PAGE 1101