Loading...
HomeMy WebLinkAbout2009-157 OmKIGINAL AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( " Agreement" ) is made and entered into as of the 9th day of June , 2009 by and between Indian River County , a political subdivision of the State of Florida ( "County" ) , and CNL Net Lease Funding 2001 , LP , a Delaware Limited Partnership . , whose mailing address is 450 S . Orange Avenue Ste 1100 , Orlando , FL 32801 ( " 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 portion of the real property located at 1825 58th Avenue , Vero Beach , County of Indian River, State of Florida and more specifically described in Exhibit "A , " ( the Property) containing approximately 2 ,459 square feet or 0 . 056 acre , zoned commercial general , located on 58th Avenue 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 Sixty- One- Thousand - Four- Hundred - Seventy- Five and 00/ 100 Dollars ( $ 61 , 475 . 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 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 special warranty deed , warranting against the acts of Seller and no others , conveying the Property to County , subject to current taxes and assessments , reservations in patents , all easements , rights - of- way encumbrances , liens , covenants , conditions , restrictions , obligations and liabilities as may appear of record , and all matters which an accurate survey of the Property or a physical inspection of the Property would disclose . 3 . 2 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 have until the Curative Period to eliminate the title defects or to obtain title insurance endorsements , at County ' s expense , against such title defects , it being understood and agreed , however , that Seller shall have no duty or obligations whatsoever to eliminate or secure a title endorsement against any such title defects . 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, as its sole and exclusive remedy , 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 has the full right , power , and authority to sell and convey its interest in the Property as provided in this Agreement and to carry out Seller ' s obligations hereunder and under any other documents and instruments executed y Seller pursuant this Agreement , and , except as expressly provided to the contrary herein , all requisite actions necessary to authorize Seller to enter into this Agreement and to carry out Seller ' s obligations hereunder and under any other documents and instruments executed by Seller pursuant hereto has been, or on or before the Closing , will have been taken . 1 4 . 2 From and after the Effective Date of this Agreement , Seller shall record no documents in the Public Records which would affect title to the Property , without the prior written consent of the County, which shall not be unreasonably withheld , conditioned or delayed . 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 . ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the Seller ' s default and proceed to Closing : IN NO EVENT SHALL SELLER BE LIABLE TO COUNTY OR TO ANY OTHER PERSON CLAIMING THROUGH COUNTY FOR ANY SPECIAL, INDIRECT , CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF PROFITS , BUSINESS OR ANTICIPATED SAVINGS , WHETHER OR NOT SUCH CLAIMS HAVE ACURED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN COUNTY ' S FAVOR) . COUNTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS FOR SUCH SPECIAL, INDIRECT , CONSEQUENTIAL OR PUNITIVE DAMAGES AND AGREES NOT TO SUE UPON , ASERT ANY THEORY OF LIABILITY FOR OR OTHERWISE CLAIM OR SEEK ANY SUCH SPECIAL , INDIRECT , CONSEQUENTIAL OR PUNITIVE DAMAGES . 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 special warranty deed conveying marketable title to the Property , 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. 7 . 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 . tf 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 ori the " clue date " of such taxes established by the taainq authority havilig .jurisdiction over the Property. tf the Closing Date occurs between Jamtary I and November 1 , the Seller shall, in accordance with Florida Statutes Section 196. 295, pay cm amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 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 Conveyance in Lieu of Eminent Domain . It IS understood by the parties that this contract 2 is entered by SELLER under the threat and in lieu of condemnation . 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 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 41 courier service or facsimile transmission , as follows : If to Seller : Matthew Rohrbach, Real Estate Specialist CNL Net Lease Funding 2001 , LP 8377 E . Hartford Dr . Suite 200 Scottsdale, AZ 85255 If to County : Indian River County 1801 27 ` h 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 . 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 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 Board of County Commissioners 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 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 3 Seller is not required to disclose persons or entities holding less than five ( 5 % ) percent of the beneficial interest in Seller . 8 . 11 Access : County shall in all cases make a good faith effort to minimize the disruption of business conducted on Seller ' s premises , but in no event shall County unreasonably interfere with the conduct of such business . County acknowledges that access to the Seller ' s premises comes from I nternal circulation roads of the shopping center adjacent to the Seller ' s premises . Said shopping center ' s access points lie on 581h Avenue and College Lane . County shall not block both points of entry to the shopping center at anytime ad reasonable access to the Seller ' s premises shall remain open during all typical business hours . IN WITNESS WHEREOF , the undersigned have executed this Agreement as ofthe datefirst set forth above . SELLER : INDIAN RIVER COUNTY , FLORIDA BOA OF COUNTY COMMISSIONERS CNL Net Lease Funding 2001 , LP , a Delaware limited partnership By : USRP ( SFGP ) , LLC its sole , general partner osley S . avis , Chnirr�an Printed name and Title , By : Date Signed : June 9 , 2009 CW0" Cta�t Martin AUdWrind Signer M Date Signed : �� �� � ATTEST : J.K . Barton , Clerk By : C�, - Deputy Clerk Date Signed : June 9 , 2009 Indian River County Adm istrato By : • Ct i- _ . Joseph gird Date ned : June 9 , 2009 Approved as to yrn a e al fficiency : DeputyCounty Attorney 4 i LOT 5 7L� L�HOME DEPOT USA, INC., A = W DELEWARE CORPORA7701V C9 2 y- HOME DBEOCH T VEROW QP.B. 15, PC 28 P. 0. B. 3 3Z Z10. 00' uJS89 '57'50 "E a5' LIMITED ACCESS EASEMENT = co CRF PANTHER X, LLC, 15 PG 28 4ZIA FLORIDA LIMITED 14h F— 030W LIABILITY COMPANY = I Lw 3 do 33390400001012000003 3 a0 Z = B. 2 PG. 25 00 P v 4 N O Qr i CNL RESTAURANT NET LEASE 90' PROPER77ES H, INC, A DELEWAREI I (� 60' — CORPORA77ON r 33390500010000000004. 0it 10' 3 LOT 4 10' 0 HOME DEPOT AT VERO BEACH P. B. 151 PG 28 o 5 ' 4� 0 w � , v0i I 0 60 120 1 p I 00 10 ' FPL EASEMENTA QO \ (n O. R. B. 508 PG 148 p u] h ~ i O N Vii a ¢ SCALE AS SHOWN W z �, 20 ' INGRESS, EGRESS, U77LITY & 20' 2 I i DRAINAGE EASEMENT N89053' S1 " W � CITY OF VERO BEACH, COLLEGE LANE 10. oo' W A MUNICIPAL CORPORA 770N _ 33390400001012000004. 0 ( Q RICHT OF WAY ) O. R.B. 404, PG 664 O ' 20 ' DRAINAGEIAMENT 20' 77 ` O. R. B. 1162062 T I a SURVEYORS NOTES 1 ) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY g RETRACEMENT SURVEY. a i a i NMI 2) THE BEARING BASE FOR THIS SURVEY IS BASED UPON THE EAST LINE [ OF THE SOUTHEAST QUARTER OF SECTION 5, TOWNSHIP 33 SOUTH , " ? RANGE 39 EAST. SAID LINE BEARS SOUTH 00'02' 10" WEST. it .., f 3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING ,< REPRODUCTION PROCESSES. LEGEND k a SECTION LINE PROPERTY UNE d ea. PROPOSED RIGHT OF WAY TAKING = f - - ¢- RIGHT OF WAY LINE a — — — — — — — — — — — EASEMENT LINE This cert/Ree that a legal douYptlon once eketan of the property deeerrbed hereon ,eras mode ander my super.4elm and that his P . O. C. POINT OF COMMENCEMENT e ter ehe ri ldo Boaah rd peat„eAmat%otnee sSurwjnlawl standards, n Ch t 6107-6, Roddy AdmktMtrofha Code par+oant to Seat/ 472.021 P . O.8 . POINT OF BEGINNING Ronda Statute. And that this a tang M a true and aaaavte g i P . B . PLAT BOOK r0Preee„ t0tlm thereof to the best of my knaeiedge and aver; PG. PAGE SVbict to notes and notadm& shovel harem. gt li O. R . B . OFFICIAL RECORDS BOOK EC D£M£7ER. P.SM, No. 5179 tc+ DA 7G 3 i NOT VALID INTHo r THE SICNA7URE AND ME ORIGINAL RAISED SEAL xj Lr THE FLOMOA LICENSED SUMMEYOR AND MAPPER A801 'n WALE AS NOTED "M,,, -,0m DATE SHEET NUMBER pEaudD SY PCS and Associates, Inc. 6/22/06 DRSKETCH OF AIN BY PCs © �� a Nn iNa PROPOSED RIGHT OF WAY FOR PARCEL 111 1 OF 2 Ir 001 116 9kw1, wte .tau, Vee Beach. FL =900PROJECT N0. - ECD PHaW (7n) 54=_,0#1 Fez (m) seg-eea 047035040 INDIAN RIVER COUNTY , FLORIDA IwNkuecr-Naw.mt u ew LEGAL DESCRIPTION BY SURVEYOR ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND RAING NGEIN THE 39 EAST OOF THETTALLAHA SEE BASE MERIDIANUARTER OF SECTION 5, W NDIANNSHIP 3RIVERUCOUNTY, f FLORIDA. SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO j WIT; ! BEGINNING AT THE NORTHEAST CORNER OF LOT 4, HOME DEPOT AT VERO BEACH AS RECORDED IN PLAT BOOK 15, PAGE 28 IN THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA . SAID POINT ASLO LYING ON THE WESTERLY RIGHT OF WAY LINE OF 58TH AVENUE (KINGS HIGHWAY); THENCE, BEARING SOUTH 00'02210" WEST, ALONG SAID WESTERLY RIGHT OF 3 WAY LINE, A DISTANCE OF 245. 87 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF COLLEGE LANE; THENCE, LEAVING SAID WESTERLY RIGHT OF WAY LINE OF 58TH AVENUE (KINGS HIGHWAY), BEARING NORTH 89153'51 " WEST, ALONG SAID NORTHERLY RIGHT OF WAY LINE OF COLLEGE LANE, A DISTANCE OF 10. 00 FEET TO A POINT; THENCE, LEAVING SAID NORTHERLY RIGHT OF WAY LINE, BEARING NORTH 00.02010" EAST, A DISTANCE OF 245. 86 FEET TO A POINT ON THE AFOREMENTIONED WESTERLY RIGHT OF WAY LINE OF 58TH AVENEUE ( KINGS HIGHWAY); [ THENCE, BEARING SOUTH 89 .57' 50 " EAST, ALONG SAID WESTERLY RIGHT OF C WAY UNE, A DISTANCE OF 10. 00 FEET TO THE POINT OF BEGINNING, THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 2, 459 SQUARE FEET Y OR 0.056 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE. i 5 g a _ B g � n # o � B As NOTEOKimleyHom °A7E SHEET NUMBER B EB> By PCB LEGAL DESCRIPTION OF and Associates, Inc. s/2z/os °RAW °Y PCS © }0°' wuBtr-No�H A"E AYIXLM INE. PROPOSED RIGHT OF WAY FOR PARCEL 111 Z OF 2 2 CREp(m By ECD BEI 219 1b t U" 3M W Bored . FL 321E PROJECT N0, PNENE (772) 6627KIFAY M2) W2-"" 047035040 INDIAN RIVER COUNTY , FLORIDA a 'MY/JtNEY- WCOM a BM