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Home My WebLink About2022-051AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT is entered into as of the 22 day of March, 2022, by and between the Indian River County Board of County Commissioners, a political subdivision of the State of Florida, whose address is 1801 27th Street, Vero Beach, FL 32960 ("County"), and MJMC-2, LLC, a Florida limited liability company, whose address is 900 20th Place, Vero Beach, FL 32960 ("MJMC"). WHEREAS, the County owns a 0.07 -acre parcel of unimproved land located on the east side of Old Dixie Highway between 39th and 41St Streets, Vero Beach, FL, as depicted on the aerial photo attached as Exhibit "A", hereinafter, the "Property"; and WHEREAS, the Property is zoned CG, General Commercial, and lies inside of the Urban Services Boundary; and WHEREAS, the County acquired this triangular shaped Property via a tax deed in 2000 and due to its size, it is an unbuildable lot and is not needed for right-of-way, and WHEREAS, adjacent to the Property to the east is a 25' wide strip of right-of-way consisting of 0.050 acres that is depicted on the aerial photo attached as Exhibit "A"; and WHEREAS, WHPG, Inc., a Florida corporation, owns the parcel of property located at 3990 Old Dixie Highway adjacent to the right-of-way and depicted on the aerial photo attached as Exhibit "A", and seeks to develop the parcel for auto storage; and WHEREAS, contemporaneous to this purchase, MJMC petitioned to have the right-of-way strip abandoned so it may be combined with the Property to provide safe access to the MJMC parcel via Old Dixie Highway; and NOW THEREFORE, in consideration of the mutual undertakings herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: Recitals. The above recitals are true and correct and are incorporated herein. 1. Agreement to Purchase and Sell. The County hereby agrees to sell to MJMC, and the MJMC hereby agrees to purchase from the County, upon the terms and conditions set forth in this Agreement, the 0.07 -acre parcel of real property and more specifically described in Exhibit "B" attached and incorporated by reference herein. 2. Purchase Price; Effective Date. The purchase price (the "Purchase Price") for the Property shall be ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00), The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County approves the execution of this Agreement by the Indian River County Board of County Commissioners at a formal meeting of such Board. 3. Title to the Property. The County shall convey title to the Property by county deed free of claims, liens, easements and encumbrances known to the County. 4.0 MJMC may order an Ownership and Encumbrance Report with respect to the Property. MJMC shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, deliver written notice to the County of title defects. Title shall be deemed acceptable to MJMC if (a) MJMC fails to deliver notice of defects within the time specified, or (b) MJMC delivers notice and the County cures the defects within thirty (30) days from receipt of notice from MJMC of title defects ("Curative Period"). The County shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, MJMC shall have thirty (30) days from the end of the Curative Period to elect, by written notice to the County, to: (i) terminate this Agreement, whereupon it 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. 5. Representations of The County. 5.1 The County acquired the Property via Tax Deed in 2000 and makes no warranty as to the title. 5.2 From and after the Effective Date of this Agreement, the 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 MJMC. 6. Default. 6.1 In the event the County shall fail to perform any of its obligations hereunder, MJMC shall be entitled to: (i) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date, or (ii) waive The County's default and proceed to Closing. 6.2 In the event of a default by MJMC, the County shall be entitled, as its sole remedy hereunder, to terminate this Agreement. The County shall have no claim for specific performance, damages or otherwise against MJMC. 7. Closing. 7.1 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 County shall execute and deliver to MJMC a county deed conveying title to the Property. (b) The County shall have removed all of its personal property and 2 equipment from the Property and shall deliver possession of the Property to MJMC vacant and in the same or better condition that existed at the Effective Date hereof. (c) The County and MJMC shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction, including any corrective documents. 7.2. Closinq Costs; Expenses. MJMC shall be responsible for preparation of all Closing documents. MJMC shall pay the following expenses at Closing: (a) The cost of recording the county deed and any release or satisfaction obtained by Seller pursuant to this Agreement. (b) Documentary Stamps required to be affixed to the warranty deed. (c) All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 8. 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 MJMC. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, MJMC 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, MJMC shall, in accordance with Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 9. Miscellaneous. 9.1 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. 9.2 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 MJMC 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. 9.3 Assignment and Binding Effect. Neither MJMC nor the County 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. 9.4 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 MJMC: MJMC, LLC 900 201h Place Vero Beach, FL 32960 Attn: Jan Jelmby, Manager If to the County: Indian River County Solid Waste Disposal District 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.5 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. 9.6 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. 9.7. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.8. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. SIGNATURES ON THE FOLLOWING PAGE 4 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth below. MJMC LLC A Florida limited liability company -2 Date Maned: P - 9 - 2 - ATTEST: Jeffrey R. Smith, Clerk of the Court and Comptroller Approved as to form and legal sufficiency: VTfl'1iamK. DeBrdal Deputy County Attorney 52-01-VER124 INDIAN RIVER COUNTY BOARD COUNTY COMMISSIONERS By: /C&I, imam,. -er n. n'Br n Pei y a Date Signed: Indian River County Administrator By: JasoE Brown Indian River County, FL EXHIBIT Parcel ID 32392600008000000054.0 ProplD 50394 Sec(Twp/Rng 26-32-39 Class 8600- County Property OLD DIXIE HWY Foreclosed/Owned Address VEROBEACH Acreage 0.07 District 7- COUNTY- NO SEBASTIAN INLET Brief Tax Description ESPYSSUB LOT 54PBS 2-36 (Note: Not to be used on legal documents) Date created: 2/25/2022 Last Data U pWded: 2/25/2022 8.06:12 AM Devebped by�.7y�. Schneider GCOSCAi'IAL Owner INDIAN RIVER Address COUNTY 180127TH 5T VERO BEACH, FL 32960 Overview i Legend ❑ Parcels Street Centerlines Municipal Boundaries 2 IRC Private-5ctm Government Facilities FEDERAL GOVERNMENT COUNTY GOVERNMENT LOCAL GOVERNMENT SCHOOL [:1 HOSPITAL FIRE STATION LAW ENFORCEMENT STATE PARK COUNTY PARK CITY PARK BOAT RAMP • CANOELAUNCH CANOE LANDING Golf Courses Water Last 2 Sales Date Price Instr Type Qua[ 4/1/2001 $100 Next Yr U Status Change 5/1/2000 $300 Sheriff's U Deed Plat Book Link EXHIBIT "B" Legal Description Espy's Subdivision Lot 54 as recorded in St. Lucie County Plat Book 2 Page 36, Official Records of Indian River County. ADDENDUM TO AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS ADDENDUM TO AGREEMENT is entered into as of the 22 day of March, 2022, by and between the Indian River County Board of County Commissioners, a political subdivision of the State of Florida, whose address is 1801 27th Street, Vero Beach, FL 32960 ("County"), and MJMC-2, LLC, a Florida limited liability company, whose address is 900 20th Place, Vero Beach, FL 32960 ("MJMC"). WHEREAS, the County owns a 0.07 -acre parcel of unproved land located on the east side of Old Dixie Highway between 39th and 41St Streets, Vero Beach, FL, as depicted on the aerial photo attached as Exhibit "A", hereinafter, the "Property", and WHEREAS, adjacent to the Property to the east is a 25' wide strip of right-of-way consisting of 0.050 acres that is depicted on the aerial photo attached as Exhibit "A", and WHEREAS, WHPG, Inc., a Florida corporation, owns the parcel of property located at 3990 Old Dixie Highway adjacent to the right-of-way and depicted on the aerial photo attached as Exhibit "A", and seeks to develop the parcel for auto storage; and WHEREAS, MJMC has petitioned to have the right-of-way strip abandoned so it may be combined with the Property to provide safe access to the MHPG parcel via Old Dixie Highway; and WHEREAS; the Parties wish to add an addendum to the Agreement to make sale of the Property contingent on the County approving the right-of-way abandonment. NOW THEREFORE, in consideration of the mutual undertakings herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree add an addendum to the Agreement, as follows: Recitals. The above recitals are true and correct and are incorporated herein. 1. The Agreement to Purchase and Sell Real Estate is hereby made contingent upon the County approving abandonment of the 25' strip of right-of-way strip referred to as the Property consisting of 0.050 acres that is depicted on the aerial photo attached as Exhibit "A". 2. If the County does not approve the Petition to abandon the 25' strip of right-of-way, the Agreement to Purchase and Sell Real Estate shall become null and void. Signatures on the following page IN WITNESS WHEREOF, the undersigned have executed this Addendum to Agreement as of the date first set forth below. MJMC-2 LLC A Florida limited liability company By: S Jan S? elmby, 7anagerDate Signed: r6b ATTEST: Jeffrey R. Smith, Clerk of the Court and Comptroller By: Deputy Clerk Approved as to form and legal sufficiency: William K. DeBraal Deputy County Attorney INDIAN RIVER COUNTY BOARD O6°Ntn!ssro��F9'•. COUNTY COMMISSIONERS By: Peter D. O'Bryan, Chairman Date Signed: M4.,cti 72-1 Z®22— Indian River County Administrator Jason E. Brow �- Indian River County, FL . .. EXH....... IBIT "q" Overview Date created: 2/28/2022 Last Data Uploaded: 2/28/2022 8:06:43 AM Developed by" Schneider 1 G-ECG'AT tAL Legend ❑ Parcels Street Centerlines Municipal Boundaries 2 IRC Private Schoc Government Facilities FEDERAL GOVERNMENT COUNTY GOVERNMENT LOCAL GOVERNMENT SCHOOL W HOSPITAL FIRE STATION LAW ENFORCEMENT ♦ STATE PARK COUNTY PARK CITY PARK BOAT RAMP CANOELAUNCH CANOE LANDING Golf Courses Water Prepared by: Office of County Attorney Indian River County 1801 271' Street Vero Beach, FL 32960 772-226-1425 COUNTY DEED INDIAN RIVER COUNTY, FLORIDA THIS COUNTY DEED, made this 6th day of September, 2022, by INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, ("County"), whose mailing address is 1801 27th Street, Vero Beach, Florida 32960, and MJMC-2, LLC, a Florida limited liability company, ("MJMC") whose address is 900 20th Place, Vero Beach, FL 32960. WITNESSETH that the County, for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by MJMC, receipt whereof is hereby acknowledged, has granted, bargained and sold to MJMC, its successors and assigns forever, the following described property in "as is, where is" condition, with no warranties express or implied, lying and being in Indian River County, Florida: Espy's Subdivision Lot 54 as recorded in St. Lucie County Plat Book 2 Page 36, Official Records of Indian River County. IN WITNESS WHEREOF the County has caused these presents to be executed in its name by its Board of County Commissioners, acting by the Chairman of said Board, the day and year aforesaid. Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: CQL-LI Deputy Cle Approved as to form and Legal Sufficiency: 0,1,1c 4'. William K. DeBraal Deputy County Attorney INDIAN RIVER COUNTY, FLORIDA By its Board of County Commissioners By: Peter D. O'Bryan, ChairnihnFq ; BCC approved: March 8, 2022 �......co��j�' (Official Seal)