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Home My WebLink About2004-287 ORIGINAL . J AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement" ) is made and entered into as of the 1 " day of July , 2004 , by and between Indian River County , a political subdivision of the State of Florida ( " County" ) , and VISIONS II , INC . ( "Seller" ) , 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 8495 U . S . Highway 1 , Vero Beach , County of Indian River , State of Florida and more specifically described on Exhibit "A" attached hereto and incorporated by this reference containing approximately 1 , 219 square feet , and all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto ( collectively , the " Property") . 2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price " ) for the Property shall be Fifteen Thousand Nine Hundred Fifty- Six and 71 / 100 Dollars ( $ 15 , 956 . 71 ) . 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 , liens , easements and encumbrances of record or known to Seller; 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 " ) . 3 . 1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property . County shall within fifteen ( 15 ) days following the Effective Date of this Agreement 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 1 5/20/2004F :\EngineeringaonC\Word Docs\Eckerd Drugs CR 510 Agreement.doc ' r 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 priorwritten 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 . 5 . Default . 5 . 1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance , damages , or otherwise against the County; or ( ii ) waive the County' s default and proceed to Closing . 5 . 2 In the event the Seller 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 the Seller 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 the Seller; or ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the Seller' s default and proceed to Closing : 6 . Closinci . 6 . 1 The closing of the transaction contemplated herein ( " Closing " and " Closing Date " ) shall take place within 60 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 . 2 5/20/2004F :\Engineering\RonC\Word Docs\Eckerd Drugs CR 510 Agreement. doc ( d ) If the Seller is a non - resident alien or foreign entity , Seller shall deliver to the County an affidavit , in a form acceptable to the County , certifying that the Seller and any 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 . 6 . 2 Prorations . All taxes and special assessments that 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 . Prorations are not applicable in this Agreement . 7 . Closing Costs : Expenses . County 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 or satisfaction obtained by Seller pursuant to this Agreement . 7 . 1 . 2 Documentary Stamps required to be affixed to the warranty deed . 7 . 1 . 3 All costs and premiums forthe owner's marketability title insurance commitment and policy or the cost of an Owner and Encumbrance Report , if any . 7 . 2 Seller shall pay the following expenses at or prior to Closing : 7 . 2 . 1 All costs necessary to cure title defect( s ) or encumbrances , other than the Permitted Exceptions , and to satisfy or release of record all existing mortgages , liens or encumbrances upon the Property . 7 . 3 The Seller and County shall each pay their own attorneys ' fees . 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 . 3 5/20/2004F :\Engineering\RonC\Word Docs\Eckerd Drugs CR 5 t 0 Agreement.doc 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 , orto proceed , subject to all other terms , covenants , conditions , representations and warranties of this 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 Bindinq 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" courier service , as follows : If to Seller: Seller: Visions II , Inc . Attn : Michael G . Gaich Address : 190 S . Sykes Creek Parkway City , State , Zip : Merritt Island , Florida 32952 If to County: Indian River County Administration 1840 25"' Street Vero Beach , Florida 32960 Attn : Ron Callahan , Engineering Division 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. 4 5/20/2004F :\Engineering\RonC\Word Docs\Eckerd Drugs CR 510 Agreement.doc 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 maybe 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 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 Seller is not required to disclose persons or entities holding less than five ( 5 % ) percent of the beneficial interest in Seller. IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . SELLER : COUNTY : Name : Visions II , Inc .//-- INDIAN RIVER COUN Y , FLORIDA By : K � Ct-�qk 'l'`k. & 1� � �-� By : Qt Michael G . Gaich , President Arthur R . N6uKrger , Ch an Date Signed : � " � � Date Signed : .. , Nbi eller 16 , 2004 ATTEST :' lik , Barton , Clerk Approved: T By 17 ®MI, r tmiy Administrator Date Signed : / � - � (o ` 6Appro, d orm and le uffi y5C J ` , conn By' County Right-of-Way Agent 5 5/20/2004F :\Engineering\RonC\Word Docs\Eckerd Drugs CR 510 Agreement.doc 03 / 22 / 2004 16 : 14 FAX 321 452 7751 MICHAEL GAICH CO Ia02 ExiiI131T " A " PROPERTY DESCRIPTION PROPOSED RIGIIT OF WAY SITUATED IN THL STATE OF FLORIDA , COUNTY OF INDIAN RIVER, AND [SLING A PART OF SECTION 33 , TOWNSHIP 31 SOUTH, RANGE 39 EAST AND BEING MORE PAR TICULARLY BOUNDED AND DESCRIBED AS FOLLOWS : COMMENCING AT THE INTERSECTION OF THE EASTERLY RIGHTOF WAY LINE- OF THE FLORIDA EAST COAST RAILROAD AND THE SOUTH RIGHT OF WAY LINE OF 85TH STREET (WABASSO ROAD ) ; THENCE ALONG THE SAID SOU I'll RIGHT 01= WAY LINE OF 85 Fli S FREE 14, SAID RIGHT 017 WAY BEING 40 FEET SOUTH OF , AS MEASURED PERPENDICULAR TO, THE NORTH LINE OF THE NORTHEAST ONE-QUARFER Oil- SECTION FSECTION 33 -31 -39, N88 ` 30' 44 " E A DISTANCE, OF 223 . 16 FEET ; THENCE CONTINUE ALONG T11L SAID SOUTH R16IT1 ' OF WAY LINE OF 85TIl S FREET, S54 °40 '26 " E A DISTANCE OF 45 . 56 FEET TO AN INTERSECTION WITH TI IF 'NESTERLY RIGHT OF WAY LINE OF OLD DIXIE HIGHWAY ; THENCL: N67 '= 48 '29 " E A DISTANCF OF 69 . 11 FEET TO AN INTLRSL,CTION Wl 114 FHL EAS FLRLY RIGH Of WAY LINE OF SAID OLD DIXIE HIGHWAY AND A NON - TANGENT POINT ON A CIRCULAR CURVE, THIINCE SOUTHEASTERLY ALONG THE SAID EASTERLY RIGHT OF WAY LINE OF OLD DIVE 141GHWAY , AND ALONG SAID CIRCULAR CURVE , IIAVING A RADIUS OF 2771 . 24 FEET , THROUGH A CENTRAL ANGLE OF 00'07 '06 " 1, FOR AN ARC LENGTH OF 5 . 73 FEE F 1 'O THE 1' OIN 1 ' OF BEGINNING , SAID CURVE IS SUBTENDED 13Y A CHORD OF5 . 73 FEET, AND BEARING SO4 °27 ' 12 " E ; THENCE N56 2247 " E A DISTANCE OF 16 .06 FEET ' : THENCE N88 "30'44 " E A DISTANCE OF 18 . 59 FEET ; THENCE S85 `' 32 '00 " E A DISTANCE OF 43 . 98 FII ; THENCE N7KOS '215 " E A DISTANCL OF 25 . 3 -1 FEET; THENCE N88 '' 30144 " E A DISTANCE OF 64 . 85 FEET ; THENLL' S6104 47 " E A DIS 14ANC. E OF 41 . 52 FFET 'TO AN 1NTLRSEC FION WITH THE WESTERLY RIGHT OF WAY OF U . S . HIGHWAY NO . 1 . SAID 1NTFRSEC HON BEING A NON - TANGENT POINT ON A CIRCULAR CURVE ; THENCE NORTHWESTERLY ALONG THE SAID WESTF, RLY RIGHT OF WAY LINE OF U . S . HIGHWAY NO . 1 , AND ALONG SAID CIRCULAR CURVE , HAVING A RADIUS OF 2917 . 93 FEET, THROUGH A CEN FRAL ANGLE OF 009412", FOR AN ARC. LENGTII OF 29 . 03 FEET TO A. NONTANGENT POINT ON THF SOUTH RIGHT OF WAY LINE OF WABASSO ROAD , SAID CURVE. IS SUBTENDLD BY A CHORD OF 29 . 03 FEE F , AND BEARING N29 ' 4548 " W, THENCE CONTINUE ALONG SAID SOUTH RIGI IT OF WAY , 588030'44 " W A DISTANCE OF 87 .62 FEET; THENCE CONTINUE ALONG SAID SOU FH RIGH I- OF WAY , S78 °08125 " W A DIS FANCE OF 25 . 08 FII I`HL:NCE CONTINUE ALONG SAID SOUTH RIGHT OF WAY , N85 °32 '00 " WA DISTANC E OF 43 . 52 FEET ; THENCE CONTINUE ALONG SAID SOUTH RIGHT OF WAY , S88 °30'44 " W A DISTANCE OF 20 . 29 FEL F : THENCE CONTINUE ALONG SAID SOUTH RIGHT OF WAY , S56 °22 '47 " W A DISTANCE OF 14 . 71 FEET TO THE POINT OF BEGINNING ; CONTAINING 1219 SQUARE FEET MORE OR LESS . D M . 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