HomeMy WebLinkAbout2017-107 AGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN INDIAN RIVER COUNTY AND LOCKWOOD LANE
ACQUISITION GROUP, LLC
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 15thday of August, 2017, by and between Indian River
County, a political subdivision of the State of Florida, 1801 27th Street, Vero Beach, FL
32960 ("the County"), and Lockwood Lane Acquisition Group, LLC, f/k/a Lockwood Lane
Development Group, LLC, whose address is Post Office Box 690997, Vero Beach, FL
32968 ("Lockwood"), who agree as follows:
WHEREAS, Lockwood owns property located at the northwest corner of 17th Street
SW and 27th Avenue, Indian River County, Vero Beach, Florida, an aerial photo of the
property is attached to this agreement as Exhibit"A"and incorporated by reference herein;
and
WHEREAS,the County entered into a Developer Agreement with the owners of the
Millstone Landing subdivision to plan, design and construct 17th Street SW from 27th
Avenue to the western boundary of the Millstone Landing development and the Developer
Agreement calls for a southbound right turn lane on 27th Avenue onto 17th Street SW; and
WHEREAS, in order for the County to proceed with its road expansion plans, the
County needs to acquire property to be used as right-of-way along 27th Avenue from
Lockwood; and
WHEREAS, the County has contacted Lockwood about acquiring a 0.61 acre parcel
of property from Lockwood to be used as right-of-way as depicted on Exhibit "B"
(collectively, the Property); and
WHEREAS, Lockwood plans to develop its property into a residential subdivision
and acknowledges that the turn lane on 27th Avenue would benefit the future residents of
the subdivision; and
WHEREAS, the County is prepared to take the Property by using its power of
eminent domain; and
WHEREAS, Lockwood 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 LOCKWOOD agree as follows:
1. Recitals. The above recitals are affirmed as being true and correct and are
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.
incorporated herein
2. Agreement to Purchase and Sell. Lockwood hereby agrees to sell to the County,
and the County hereby agrees to purchase from Lockwood, upon the terms and conditions
set forth in this Agreement, that certain parcel of real property located at the north west
corner of 17th Street SW and 27th Avenue, Vero Beach, Florida and more specifically
described in the sketch and legal description attached as Exhibit "B", containing
approximately 0.6.1 acres, and all improvements thereon, together with all easements,
rights and uses now or hereafter belonging thereto.
2.1 Consideration, Effective Date. The Consideration for the Property shall be the
construction of a south bound right turn lane on 27th Avenue to 17th Street SW, Vero
Beach, FL (Improvements). The County shall have the Improvements constructed
pursuant to a Developer Agreement with the developer of the adjacent Millstone Landing
subdivision. The Improvements shall be designed, permitted and constructed without cost
or expense to Lockwood. The Parties agree that construction of the Improvements shall
take place within one year after the closing of this transaction. The Effective Date of this
Agreement shall be the date upon which the County shall have approved the execution of
this Agreement by the Indian River County Board of County Commissioners at a formal
meeting of such Board. This Paragraph 2.1 and the County's obligations herein shall
survive closing, and in the event of non-compliance by the County, Lockwood, shall be
entitled to injunctive relief to enforce compliance.
3. Title. Lockwood shall convey marketable title to the Property by Warranty Deed free
" of claims, liens, easements and encumbrances of record or known to Lockwood; 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").
4. Representations of Lockwood.
4.1 Lockwood 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. Lockwood shall not be required to incur any cost or expenses to clear title,
remove clouds on title or to delete any exceptions from title insurance coverage.
4.2 From and after the Effective Date of this Agreement, Lockwood 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,
Lockwood shall have the right to seek specific performance. In such event, the prevailing
party shall be entitled to attorney's fees and costs, including on appeal. This paragraph
shall survive closing.
5.2 In the event Lockwood 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 Lockwood 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 Lockwood; or(ii) obtain specific performance of the terms and conditions
hereof; or (iii) waive Lockwood'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 execution of the contract by the Chairman of
the Board of County Commissioners. With the written consent of Lockwood,the County or
its agent shall be responsible for obtaining any partial releases or satisfactions of
encumbrances on the Property. The closing date shall automatically be extended by a
period of 30 days if the delay in closing is attributable to obtaining partial satisfaction and
;. . . release of mortgage(s) encumbering the Property so long as the County is acting in good
faith with the holder of the encumbrance to partially release or satisfy the encumbrance.
The partiesagree that the Closing shall be as follows:
(a) Lockwood 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) Lockwood shall have removed all of its personal property and equipment from the
Property and Lockwood 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 Lockwood is a non-resident alien or foreign entity, it shall deliver to the County an
affidavit, in a form acceptable to the County, certifying that Lockwood and any interest
holders are not subject to tax under the Foreign Investment and Real Property Tax Act of
1980.
(d) Lockwood 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 Lockwood.
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•
7. Closing Costs; Expenses. County or its agent 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, partial release or
satisfaction obtained by Lockwood pursuant to this Agreement.
7.1.2 Documentary Stamps required to be affixed to the Warranty Deed, if any.
7.1.3 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
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 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 Lockwood 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.
8.3 Assignment and Binding Effect. Neither County nor Lockwood 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.
8.4 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"courierservice or facsimile
transmission, as follows:
If to Lockwood: If to County:
Lockwood Lane Acquisition Group, LLC Indian River County
Attention Walter T. Jerkins, Jr. 1801 27th Street
Post Office Box 690997 Vero Beach, FL. 32960
Vero Beach, FL 32968 Attn: Public Works Director
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
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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 as set forth in paragraph 2.1
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INDIAN RIVER COUNTY, FLORIDA LOCKWOOD LANE ACQUISITION
BOARD OF COUNTY COMMISSIONERS GROUP, LLC
.•' ‘k.•••""cor�M Fiescher, Chairman' • By: alter T�� Jr., Presid
.F •
9s; Date: _ �fi- 0. f\ ?017
*: _ e Apptoved by BCC August 15, 2017
.S L9/l�E 't�,�T
'''':leffrey R. Smith, Comptroller and
Clerk of Circuit Court
(-4/taSe_Vi.
Deputy Clerk
Approved: Approved as to Form and Legal
Sufficiency:
•
Jason ' . Bro, n William K. DeBraal
Count Ad • istrator Deputy County Attorney
5
Indian River County, Florida Property Appraiser - •• w . .. Page 1 of 1
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ParcelII) OwnerName PropertyAddress
LOCKWOOD LAND DEVELOPMENT 17TH ST SW VERO BEACH,
33392700001016000002.0
GROUP LLC FL 32968
Notes
A
http://www.ircpa.org/PrintMap.aspx 8/4/2017
1' ' EXHIRJT
Sketch an • es 'for/ND/AN RVER COUNTY
Legal Description(Right-Of-Way Acquisition)
Being.a Parcel of land lying in Tract 16, according to the Last General Plat of The Indian River Farms Company Subdivision,
as recorded in Plat Book 2, Page 25, of the Public Records of St. Lucie County, Florida. Said Parcel also lying and being in
Section 27,Township 33 South, Range 39 East, Indian River County, Florida, said parcel being more particularly described as
follows:
Commencing at the-Southeast corner of said Section 27; Thence North 00°04'35" East, along the East line of said Section
27, a distance of 30.00 to a point on the Easterly prolongation of the North Right-of-Way Line of 17th Street Southwest;
Thence along said Easterly prolongation, North 89°29'35"West,a distance of 30.00 feet to a point on the Westerly
right-of=Way line of 27th Avenue, as shown on the Florida Department of Transportation Maintenance Map for State Road 607
(27th Avenue)Section 88004-Maint. dated 4-10-95i per Plat Book 14, Page 47,of the Public Records of Indian River County,
Florida. said point being the Point of Beginning of the following described parcel:
• Thence continue North 89°29'35"West, along the North Right-of-Way.line of said 17th Street Southwest, a distance of 75.00
N feet; Thence departing said North Right-of-Way line, North00°04'35"East, along the East line of the additional Right-of-Way
" for 17th Street Southwest, per Official Record Book 2104, Page 21.38, said line lying 75.00 feet West of and parallel with as
T measured at right angles to the West Right-of-Way line of said 27th Avenue, a distance of 70.00 feet; Thence departing said
• East.line, North 45°18'55"East, a distance of 56.33 feet;Thence North 00°04'35" East, along a line that is 35.00 feet West of
5 and parallel with,as measured at right angles to, the West Right-of-Way line of said 27th Avenue, a distance of 550.04 feet;
Thence South 89°55'25"East, a distance of 35.00 feet to the aforesaid West Right-of-Way line of said 27th Avenue;Thence
Q South 00°04'35"West, along said West Right-of-Way line, a distance of 660.27 feet to the Point of Beginning.
• Containing 26,704 square feet, (0.61 Acres)more or less
Surveyor's Notes
• 1)This sketch and Legal Description was prepared with the benefit of a Sketch and Legal Description prepared by Houston,Schulke,Bittle and Stoddard
recorded in Official Record Book 2104,Page 2138,Public Records of Indian River County,Florida.Together with the Plats of Millstone Landing PD,Phase
. 1,recorded in Plat Book 22,Page 79, Millstone Landing PD,Phase 3,recorded in Plat Book 23,Page 42and the Plat of Falcon Trace-Plat Four,recorded
.c in Plat Book 20,Page 87.Public records of Indian River County,Florida.
csin
ti 2)This legal description shall not be valid unless:
• (A)Provided in its entirety consisting of 2 sheets,with sheet 2.showing the
sketch of the,legal description.
(B)Reproductions of the description and sketch are not valid unless signed and sealed with
an embossed surveyor's seal.
• 3)The Bearings shown hereon are based upon the East line of Section 27,said line also being the East line of Tract 16,as having an assumed Bearing of
7 North 00°04'35"East,as shown on-Sheet 9 of 30 of the Construction Plans for Millstone landing,Prepared by Masteller&Moler,Incorporated,on the date
5of 6-1-2016.
Certification
(Not valid without the signature and original
raised seal of a Florida licensed Surveyor and Mapper)
I hereby certify that the Sketch and Legal Description of the property showr.art!flescribed hereon
was completed under my direction and said Sketch and Legal is t-ue'and correct to the hest of my
knowledge and belief.Le
5 I further certify that this Sketch and Description meets the Standards.()f,°ractiee ar suveys set
forth by the Florida Professional.Board of Surveyors and Mappers in_hiapter 5J-4.e52 Florida.
ti
Administrative code,pursuant to.section 472:027 Florida State S es. / ,
3a. ..
4,-6-ZoI " _ -
Date of`Signature C avid A4.8ilon•
Professional Surveyor and Mapper
•Florida Certificate No.6139
This is not Boundary Survey _
AGENCY: /ND/AN RIVER COUNTY, FL
PU9L/C WORKS DEPT/ENG/NEER/NG D/K Sketch and Legal Description
DATE: DRAWN BY: for:
4/04/>7 R. /NGLETT
SCALE: N/A APPROVED BY:D S/LOW IND/AN RIVER COUNTY
SHEET: > Of 2 JOB NO: 16/6
Sketch and L ega/Description for
/ND/4N RIVER COUNTY
I ...]
389'55'25*E-35.0 ' I X65'%
WEST UNE OF REMAINDER OF---7•--1/ 30' PER F.D.O.T. MAINTENANCE MAP
T.I.I.F. DEED NO. 478 ' -AS RECORDED IN P.B. 14, POE. 47
O I 7 I ',INDIAN RIVER COUNTY PUBUC RECORDS
TRACT 16 8 / Io
(PB 2, PGE 25) w '.74.7 N �F
N
LOCKWOOD LAND o q:(f)
DEVELOPMENT GROUP, LLC o a 3 E
33-39-27-00001=0160-00002.0 z' 0 25' 65' ,e_
E (PER O.R.B. 1758, PAGE 367) ,�, UNPLATTED
O N m
i - go' +I �/ 3a
40 MURPHY DEED LINE OOSIING.RIGNT—OF—WAY UNE c9 1i'rain iej 4 z
N00 04'35"E /� a oa a/ 6 d a' Point of
I RICFIT-OF—WAY /z N 4-/ E W Begins Ing ,
�(O.RB..2104. PGE 2138) 7E GSTTNG �/ V.N _ \ 1•
AZ
RIGHT-OF-WAY UNE N89 29 35'W 30c00'
I
... (O.Rt�. 2704; PAGE 138) //
w ' 00704'35"E-30.00' b
go
- STREET
171STING NORTH RIGHT=OF-WAY
17th SERGL� SW UN_E'171h STRIfT SOUTHNFST 1 n 27 26
• SOUTH UNE OF TRACT 16 AND I
>, I.R.F.W.C.D. CANAL y'M M o 34 5 SUB-LATERAL B9 -R
SOUTH LINE SECTION 27 _ _ O
cm Point of
cm a CO W Commencemen
m% (O.R.B. 1546, m PAGE 2665) 3 SECTION ��9E
4 — 1
i \ Q
N • FALCON TRACE
y MILLSTONE LANDING PD, PHASE 3 ^ PLAT FOUR
(PB 23, PGE 42) 65' N65. (PB 20, PGE 87)
in I
5
Legend and Abbreviations
0
DB = DEED BOOK
F.D.O.T.=FLORIDA DEPARTMENT OF
E TRANSPORATION
: I.R.F.W:C.D. = INDIAN RIVER FARMS
a WATER-CONTROL DISTRICT
GRAPHIC SCALE LLC O.R.B.IMITED LIALBIL ORD BOOK
ITY COMPANY
s 1oG 0 t00 PB = PLAT BOOK
c5Arli PGE. PAGE
T.LI.F.=TRUSTEES OF THE INTERNAL
QIMPROVEMENT FUND
z ( IN FEET )
i Intended display scale: 27 26
i 1 inch. = 100 ft
m iu = SECTION CORNER
i This is not a Boundary Survey 34 35
AGENCY: SND/AN RIVER COUNTY, FL
PUBLIC WORKS DEPT./ENG/NEER/NG DIV. Sketch and Legal Description
DATE: DRAWN BY: for..4/04/17 R /NGLETT
SCALE: APPROVED BY: /ND/AN R/VER COUNTY
1"=100' OS/LON
SHEET: JOB NO:
2 OF 2 16.16