HomeMy WebLinkAbout2008-2111,
E.
LL R In A L
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
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THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the I day of Jun"', 2008, by and between Indian River County, a
political subdivision of the State of Florida ("County"), and Corporation of the Presiding Bishop
of The Church of Jesus Christ of Latter-day Saints, a Utah corporation sole. ("Seller"), who
agrees as follows:
1. Agreement to Purchase and Sell and Grant. 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 3866 12th Street, Vero
Beach, County of Indian River, State of Florida and more specifically described in Exhibit
"A," containing approximately 19,603.28 square feet or .45 acres. The property is zoned CH,
retail and all improvements thereon, together with all easements, rights and uses now or
hereafter belonging thereto.
2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property
shall be Seventy -Eight Thousand Four Hundred Twelve and 00/100 Dollars ($2&4L2..00),
,
$4.00 per square foot. 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 quitclaim deed.
3.1 County may order an Ownership and Encumbrance Report with respect to the Property.
County shall, within thirty (30) 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 Reserved.
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 Reserved.
5. Representations of the County.
5.1 County hereby agrees the conveyance of the Property shall not violate any county subdivision
law or create an illegal parcel -from the remainder of the property owned by Seller, and that in
the event any governmental, municipal or other approval is required or necessary to
effectuate the intent of this ` Agreement or any terms or provisions herein, such as the
preparation, filing and approval of a lot line adjustment, subdivision application, plat, etc.,
County shall prepare, file such necessary documents and obtain any and all required
governmental approvals, at its sole cost and expense, and to the extent allowed by law,
hereby agrees to indemnify, -save, hold harmless and to defend Grantor from any and all
costs, expenses, and claims caused by or arising from the failure to do so. Obtaining any such
required or necessary governmental, municipal or other approval is a condition precedent to
the transaction described herein. Seller agrees to reasonably cooperate with County to obtain
such approval, if necessary, provided that Seller shall not incur any expenses associated
therewith.
5.2 County further hereby agrees that it will insure Seller's continued and unobstructed
access to its remaining property during and after County's construction of the road and
improvements, which are to be constructed on the Property, and to restore Seller's
property to its on' condition, including, but not limi
rited to, all landscaping, curb and
gutter, sidewalks and entrance drives.
6. Default.
6.1 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.
6.2 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.
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 Seller shall execute and deliver to the County a quitclaim deed conveying
Seller's interest in the Property.
(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) The Seller shall deliver to the County an affidavit, in form acceptable to the
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;
4.3 Reserved.
5. Representations of the County.
5.1 County hereby agrees the conveyance of the Property shall not violate any county subdivision
law or create an illegal parcel -from the remainder of the property owned by Seller, and that in
the event any governmental, municipal or other approval is required or necessary to
effectuate the intent of this ` Agreement or any terms or provisions herein, such as the
preparation, filing and approval of a lot line adjustment, subdivision application, plat, etc.,
County shall prepare, file such necessary documents and obtain any and all required
governmental approvals, at its sole cost and expense, and to the extent allowed by law,
hereby agrees to indemnify, -save, hold harmless and to defend Grantor from any and all
costs, expenses, and claims caused by or arising from the failure to do so. Obtaining any such
required or necessary governmental, municipal or other approval is a condition precedent to
the transaction described herein. Seller agrees to reasonably cooperate with County to obtain
such approval, if necessary, provided that Seller shall not incur any expenses associated
therewith.
5.2 County further hereby agrees that it will insure Seller's continued and unobstructed
access to its remaining property during and after County's construction of the road and
improvements, which are to be constructed on the Property, and to restore Seller's
property to its on' condition, including, but not limi
rited to, all landscaping, curb and
gutter, sidewalks and entrance drives.
6. Default.
6.1 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.
6.2 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.
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 Seller shall execute and deliver to the County a quitclaim deed conveying
Seller's interest in the Property.
(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) 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.
(d) 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.
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
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" ofsuch 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,
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 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract
is entered by SELLER under the threat and in lieu of condemnation.
9.3 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.
9.4 Assigmnent and BindingEffect. ffect. 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.
9.5 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: Corporation of the Presiding Bishop
Real Estate Services Division
50 E North Temple Street 12th Floor
Salt Lake City, Utah, 84150-6320
If to County: Indian River County
180127 th Street, Vero Beach, FL 32960
Attn: Robert Webb, Land Acquisition
Either party may change the information above by giving written notice of such change as provided
in this paragraph.
9.6 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.
9.7 Attorneys' 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.
9.8. Counterparts. This Agreement may be executed in two or more counterparts, each one of
which shall constitute an original.
9.9.County Approval Required: This Agreement is subject to approval by the Indian River
County Board of County Commissioners as set forth in paragraph 2.
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 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 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 Seller is not
required to disclose persons or entities holding less than five (5%) percent of the beneficial
interest in Seller.
[Signatures on following page]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth above.
SELLER:
COUNTY:
Approved as to form and Legal Sufficiency:
Deputy County Attorney
Date Signed: h ' 23 -6'9
CORPORATION OF THE PRESIDING
BISHOP OF THE CHURCH OF JESUS
CHRIST OF LATTER-DAY SAINTS,
a Utah oration sole
coI 1/0�12 Z e
By:
Q
INDIAN RIVER COUNTY, FLORIDA
BOAR�OF COUNT Cg41MMJSSIONEI�S'
A /.1
0
L. Bowden,
Date Signed: July 1, 2(&)
ATTEST: J.K. Barton, Clerk
By: QLeay...
Date: Signed:
Indi•• D V V 7.
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