HomeMy WebLinkAbout2014-158 (2) Origin 1
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AGREEMENT TO PURCHASE, SELL, AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
JAVIER FRANCO AND BAYLEE FRANCO
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement")
is made and entered into as of the day of October, 2014, by and between Indian
River County, a political subdivision of the State of Florida ("the County"), and JXVIER
FRANCO AND BAYLEE FRANCO, who agree as follows:
WHEREAS, Javier and Baylee Franco owns property located at 2605 53`d venue,
Vero Beach, Florida. A legal description of the property is attached to this agreement as
Exhibit "A" and incorporated by reference herein; and
WHEREAS, the County is purchasing right-of-way for the future expansio 1 of 26th
Street; and
WHEREAS, in order to proceed with the road expansion plans,the County needs to
purchase property to be used as right-of-way from landowners adjacent to 26th Street; and
WHEREAS,the County has contacted Javier and Baylee Franco and has offered to
purchase the parcel as described on Exhibit "A" (the Property), and
WHEREAS, the County is currently purchasing property/right-of-way from willing
sellers; and
WHEREAS, Javier and Baylee Franco and the County, 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 condil ions set
forth in this Agreement that certain parcel of real property located at 2605 53rd Avenue,
Vero Beach, Florida and more specifically described in the legal description attached as
Exhibit"A", fee simple, 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 $110,000 (One Hundred Ten Thousand Dollars). The Purcha a Price
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Property shall be $110,000 (One Hundred Ten Thousand Dollars). The Purcha e 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 neeting
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; buts bject to
property taxes for the year of Closing and covenants, restrictions and publ c utility
easements of record provided (a) there exists at Closing no violation of an of the
foregoing; and (b) none of the foregoing prevents County's intended use and deve opment
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"). Se ler 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, a id 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.
4.3.1 There are no existing or pending special assessments affecting the Prope , 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
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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 hereun er, 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 cc nditions
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 "Closin 3 Date")
shall take place within 45 days following the execution of the contract by the Cha rman of
the 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.
(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 a d 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 prope ly on or
prior to the Closing Date (except current taxes which are not yet due and r ayable)
shall be paid by the Seller.
7. Closing Costs: Expenses. County shall be responsible for preparation of all Closing
documents.
7.1 County shall pay the following expenses at Closing:
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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 th
Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or
encumbrances upon the Property.
8. Miscellaneous. Purchase to include refrigerator, range-oven, and dishwasher as
shown in appraisal dated February 26, 2014. The County will not re responsible in any
claim or controversy arising out of or relating to any realtor fees from previous listing
agreements.
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 acc uired 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 Closinc 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.
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 he eto and
their successors and assigns.
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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: Javier and Baylee Franco
2605 53`d Avenue
Vero Beach, FL 32966
If to County: Indian River County
1801 27th Street
Vero Beach, FL. 32960
Attn: Land Acquisition/Louise Gates
Either party may change the information above by giving written notice of such ch nge as
provided in this paragraph.
8.6 Survival and Benefit. Except as otherwise expressly provided herei , each
agreement, representation or warranty made in this Agreement by or on behalf f 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.
8.10 Beneficial Interest Disclosure: In the event Seller is a partnership, limited
partnership, corporation, trust, or any form of representative capacity whatso ver 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 approva of this
Agreement by the County. However, pursuant to Florida Statutes Section 286.2 (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%)
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percent of the beneficial interest in Seller.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INDIAN RIVER COUNTY, FLORIDA
B D OF COUNTY COMMISSIONERS ---
Peter D. O'Bryan, ChairmA Date
AJER
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Jeffrej,` , Clerk of C n mptroller
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Approved:
J eph A. gird, County Administrator
A p o e s to
man L I u_ iciency:
County Attorney
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EXHIBIT "A"
Lot 1, Block G of DODGERTOWN SUBDIVISION, according to the Plat ther of,
recorded in Plat Book 3, Page(s) 49, of the Public Records of Indian River ounty,
Florida.
Parcel ID Number: 32-39-33-00003-0007-00001.0
Commonly known as: 2605 53rd Avenue
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