HomeMy WebLinkAbout2009-050 INAL
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
'THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 3RD day of March , 200q by and between Jansu Adams , Inc .
( " Sellers ") and Indian River County, apolitical subdivision of the State of Florida (" County") , who
agree as follows :
1 . 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 4425 -4445 20th Street, Vero Beach,
County of Indian River, State of Florida and more specifically described in Exhibit "A, " containing
approximately 609 square feet, more or less , and all improvements thereon, together with all
easements , rights and uses now or hereafter belonging thereto (collective T t "Property") .
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2 . Purchase Price , Effective Date . The purchase price (the �'urchase Price ) for the Property
shall be Fourteen-Thousand Seven -Dollars & 00/ 100 ( Sr1-4;06w7m } The Purchase 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 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 ,
li ens , easements and encumbrances of record or known to Seller; but subj ect 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 .
3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property .
County shall , within thirty (3 0) days from receipt of the Ownership and Encumbrance Report, 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 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 of a default by the County , the Seller shall be entitled, as its sole
remedy
hereunder , to terminate this Agreement. and neither the Seller nor any other person or party shall
have any claim for specific performance , damages or otherwise against the County .
5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall
be entitled to : (i) terminate this Agreement by written notice delivered to the Seller at or prior to the
Closing Date , and pursue all remedies available hereunder and under applicable law; (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 Effective Date of this Agreement . 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) The Seller shall deliver to the County an affidavit, in form acceptable to the County ,
certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such
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 .
7 . Pro -rations . 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. If the Closing Date occurs during the time interval commencing on November 2 and ending
on December 31 , Seller 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 , the Seller shall , in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the
current real estate taxes and assessments , prorated to the Closing Date .
8 . 0 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
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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 hereto and their successors
and assigns .
8 . 5 Not *1ces . 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 , as follows :
If to Seller : James H . Andrews , Jr.
Jansu Adams , Inc .
P . O . Box 7929
Jacksonville , FL 32238
If to County : Indian River County
184127 1h Street, Vero Beach, FL 32960
Attn : _ Bob Webb Land Acquisition
Either parry 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 aay 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 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 swom 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
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Seller is not required to disclose persons or entities holding less than five ( 5 %) percent of the
beneficial interest in Seller .
8 : 11 " Seller acknowledges receipt of the "Notice to Owner " and understands his/her rights granted
under Florida Law Chapters 73 and 74 . " (initial )
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of t_he dace ,First
set forth above .
SELLERS INDIAN RIVER COUl`rTY , FLORIDA
BOARD OF' COL'NJTY COMMISSIONERS
Jansu Adams , Inc .
y`e
Wesley S . AavisoUliamirrian
Ir s H . Andrews , Jr .
Date Signed : March 3 , 2009
Date Signed : � ' 0 `
ATTEST : J . K . Barton, Clerk
By :
Deputy Clerk
Date Signed : March 3 , 2009
By . , IC
seph A . Baird, County Administrator
Dat igned : March 3 , 2009
Appr v s to f an 7Ce efficiency :
By -.�..
illiam K . Braal
Deputy County Attorney
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EXHIBIT 99A "
SKETCH TO ACCOMPANY DESCRIPTION .
THIS IS NOT A SURVEY !
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18TH STREET I
PROJECT MANAGER DEPARTMENT MANAGER SCALE: qBYP.C.W. P.C.W. P.C .W.ni
�� ��� � SHEET TITLE DATE:SKETCH OF DESCRIPTION KEYMAP10— —Ds FOR S.R. 60 do 43RD AVENUE
RIGHT—OF—WAY PROJECT NUMBER ARCADIS G & M , INC . AOUISMON PARCEL N0. 100181 Vista Parkway Tel: (561 ) 697-7000
Fax: (561 ) 697-7751 4WPOO1027
West Palm Beach , Florida 33411 www,arcadis-us.com SHEET i OF 3
EXHIBIT " A "
LAND DESCRIPTION : PARCEL 100
A PORTION OF A PARCEL OF LAND DESCRIBED IN OFFICIAL RECORDS BOOK 298 , PAGE 399
OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA BEING A PORTION OF TRACT
9 , INDIAN RIVER FARMS COMPANY SUBDIVISION ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 2 , PAGE 25 OF THE PUBLIC RECORDS OF ST . LUCIE COUNTY ,
FLORIDA , LYING , SITUATED AND BEING IN SECTION 4 , TOWNSHIP 33 SOUTH , RANGE 39 EAST ,
INDIAN RIVER COUNTY , FLORIDA , BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS :
COMMENCE AT THE EAST ONE - QUARTER ( E . 1 / 4 ) CORNER OF SAID SECTION 4 ; THENCE
NORTH 89 ' 19 ' 17 " WEST , ALONG THE EAST - WEST ONE - QUARTER ( 1 / 4 ) SECTION LINE , A
DISTANCE OF 369 . 59 FEET ; THENCE SOUTH 00 ' 40 ' 43 " WEST , A DISTANCE OF 50 . 00 FEET
TO A POINT ON THE SOUTH RIGHT - OF - WAY OF STATE ROAD 60 AS SHOWN ON FLORIDA
DEPARTMENT OF TRANSPORTATION RIGHT - OF - WAY MAP , PROJECT NUMBER 88060 - 2525
AND TO THE POINT OF BEGINNING OF HEREIN DESCRIBED PARCEL OF LAND ; THENCE
SOUTH 00' 01 ' 01 " WEST , ALONG THE WEST LINE OF 44 TH AVENUE A DISTANCE OF 1 2 . 27
FEET ; THENCE NORTH 89 ' 31 ' 04 " WEST , A DISTANCE OF 20 . 15 FEET ; THENCE NORTH
77' 06105 " WEST , A DISTANCE OF 58 . 27 FEET TO A POINT ON THE SOUTH RIGHT - OF - WAY
LINE OF SAID STATE ROAD 60 ; THENCE SOUTH 89 ' 19 ' 17 " EAST , ALONG SAID SOUTH LINE ,
A DISTANCE OF 76 . 96 FEET TO THE POINT OF BEGINNING .
CONTAINING 0 . 014 ACRES MORE OR LESS .
SUBJECT TO EASEMENTS , RESERVATIONS AND RIGHT - OF - WAYS OF RECORD .
BEARINGS SHOWN HEREON ARE BASED ON THE EAST WEST ONE - QUARTER SECTION LINE
OF SAID SECTION 4 , HAVING A BEARING OF SOUTH 89 ° 19 ' 17 " EAST . ALL BEARINGS ARE
RELATIVE THERETO ,
CERTIFICATION ,
I HEREBY CERTIFY THAT THE DESCRIPTION AND ATTACHED SKETCH OF DESCRIPTION WERE
PREPARED IN ACCORDANCE WITH THE SURVEYING STANDARDS , CHAPTER 61 G17 - 6 , FLORIDA
ADMINISTRATIVE CODE , AS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL
SURVEYORS & MAPPERS , PURSUANT TO SECTION 472 . 027 , FLORIDA STATUTES , AND IS
TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF ,
Ir
10
NOTE : THIS IS NOT A SKETCH OF SURVEY , BUT ONLY A
GRAPHIC DEPICTION OF THE DESCRIPTION SHOWN HEREON .
PERRY// '
ERRY C . WHITE THERE HAS BEEN NO FIELD WORK , VIEWING OF THE SUBJECT
PROFESSIONAL SURVEYOR & MAPPER PROPERTY , OR MONUMENTS SET IN CONNECTION WITH THE
N0 . ESSI STATE OF FLORIDA PREPARATION OF THE INFORMATION SHOWN HEREON .
DATE : 11 - 1.2 - 06/ 7 NOTE : LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR
RESTRICTIONS , RIGHTS - OF - WAY AND EASEMENTS OF RECORD .
PROJECT MANAGER DEPARTMENT MANAGER SCALE: CHECKED BY
P.C .W. P.C.W. 1 " = 30' P.C .W .
A R CA D I
SHEET TITLE DATE: DRAWN BY
FIL2 S SKETCH OF DESCRIPTION PROJECT N J.A.F.
ARCADIS GSM, INC.
- FOR S.R. 60 k 43RD AVENUE RIGHT-OF—WAY PROJECT NUMBER DRAWING NUMBER
2081 Vista Parkway Tel AQUIS(TION PARCEL NO.
(561 ) 697-7D00 Fax' (561 ) 697-7751 100 WP001027 1027SD01 B
West Palm Beach, Florida 33411 www.arcadis-us.com SHEET 2 OF 3
EXHIBIT " A "
SKETCH TO ACCOMPANY DESCRIPTION .
THIS IS NOT A SURVEY !
C +23. 74
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P . O . C . wON SESSIONS ddO%OMp MISSIONS
EAST 11/ 4 CORNER n + 48. 16 N00601 ' 01 "E o
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if I JANSU ADAMS , INC . ( WD2352 ) a;
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^ \ LEGEND :
�� SO a
� N \ z I - BASELINE
�2o CENTERLINE
In n � `�' \ F . D . O . T . - FLORIDA DEPARTMENT OF
TRANSPORTATION
G >ry Q o I Lim!
O . R . B . - OFFICIAL RECORDS BOOK
M z `"� r� P . B . - PLAT BOOK
r � PGS . _ PAGES M
P . O . B . POINT OF BEGINNING
z 00
P . O . C . - POINT OF COMMENCEMENT
� I N Z R / W - RIGHT - OF - WAY
'oor 00
ACQUISITION PARCEL z
NUMBER
I lw- too - ADJOINING PARCEL NUMBER
CI) i
N0 `�` � `r S69421 ' 13 "W - 76 . 87 '
C13f` I ` S00' 01 ' 30 "W 514 . 43 '
I
PROJECT MANAGER DEPARTMENT MANAGER SCALE: CHECKED BY
P.C.W. P.C.W. P.C .W. P .C.W.
ARCADIS SHEET TITLE DATE: DRAWN BY
y SKETCH OF DESCRIPTION 11 — —os J.A.F.
FOR S.R. 60 At 43RD AVENUE RIGHT—OF—WAY PROJECT NUMBER DRAWING NUMBER
ARCADIS G& M, INC. AOUISITION PARCEL N0. 100
2081 Vista Parkway Tel: (561 ) 697-7000 Fax (561 ) 697-7751 WP�� 1 �27 1027SD01B
LeWest Palm Beach , Florida 33411 www.arcadis-us.com SHEET 3 OF
3