HomeMy WebLinkAbout2009-067 ORIGINALa. v 067
AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
JOHN A . JACKSON , JR .
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 10th day of March 2009 , by and between Indian River
County , a political subdivision of the State of Florida ( "the County" ) , and John A . Jackson , Jr . ,
( " Seller" ) , who agree as follows .
WHEREAS , John A . Jackson , Jr. owns property located at 6855 66th Avenue , Vero
Beach , Florida , attached to this agreement as Exhibit "A" and incorporated by reference
herein ; and
WHEREAS , the County , is scheduled to expand 66th Avenue in the future and the road
expansion will impact and affect the Jackson property ; and
WHEREAS , in order for the County to proceed with its road expansion plans , the
County needs to purchase property to be used as right-of-way from landowners adjacent to
66th Avenue ; and
WHEREAS , the County has contacted John A . Jackson , Jr . and has offered to
purchase an approximately 1 . 75 acre parcel of property from the John A . Jackson be used as
right-of-way ; and
WHEREAS , the County is prepared to take the Property by using its power of eminent
domain ; and
WHEREAS , John A . Jackson and the County wish to avoid the risk , time and expense
of litigation by entering into this agreement for sale and purchase of the Property ,
NOW, THEREFORE , in consideration of the mutual terms , conditions , promises ,
covenants and premises hereinafter , the COUNTY and SELLER agree as follows :
1 . Recitals . The above recitals are affirmed as being true and correct and are
incorporated herein
2 . 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 6855 66th Avenue , Vero Beach ,
Florida and more specifically described in the sketch and legal description attached as Exhibit
"A" , containing approximately 1 . 75 acre , and all improvements thereon , together with all
easements , rights and uses now or hereafter belonging thereto (collectively , the " Property" ) .
2 . 1 Purchase Price , Effective Date . The purchase price ( " Purchase Price ") for the Property
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shall be $498 , 312 ( Four Hundred Ninety- Eight Thousand Three Hundred Twelve Dollars ) ,
including attorney fees , expert fees and costs . The Purchase Price shall be paid on the
Closing Date , The County shall pay unto the Seller a total of $480 , 000 with $ 10 , 000 held in an
interest bearing escrow account , by the County as security for the leaseback pursuant to
Section 8 . 11 of this agreement . Also , the County shall pay Seller' s attorney' s fees in the
amount of $ 14 , 190 , plus expert fees in the amount of $4 , 122 for a combined total of $ 18 , 312
to Trust Account of Tileston , Simon & Holloway , P . A . , for disbursement . 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 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 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 . Closing .
6 . 1 The closing of the transaction contemplated herein ( " Closing " and " Closing Date " ) shall
take place within 45 days following the approval of the Board of County Commissioners . 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 ) 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 .
(f) County reserves the right to acquire a boundary survey to confirm parcel boundaries .
6 . 2 Taxes . 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 .
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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 for the owner' s marketability title insurance commitment and
policy , 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 .
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 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 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 Aqreement . 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 .
8A 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
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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 or facsimile
transmission , as follows :
If to Seller : John A . John A . Jackson , Jr .
685566 th Avenue
Vero Beach , FL 32967
If to County : Indian River County
1801 27th Street
Vero Beach , FL . 32960
Attn : Land Acquisition/Louise Gates
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 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 .
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8 . 11 Lease - Back : The County shall execute and deliver to Seller a lease of the Property at
the closing . The term of the lease shall begin the day of the closing and end no sooner than
60 days after advertisement of the bid to widen and improve the section of 66th Avenue near
Tenant ' s premises or 2 years whichever occurs first . The lease payment shall be one dollar
( $ 1 . 00 ) per month . The County has the right to inspect after the initial two year lease period
and does not have to renew the lease if the owner is not maintaining the premises in
a
reasonable condition . The County can retain $ 10 , 000 from the proceedings as a security
deposit until the Owner vacates the premises . The terms of the lease shall be governed by
separate lease agreement .
8 . 12 " Seller acknowledges receipt of the " Notice to Owner" and understands his/her
rights granted under Florida Law Chapters 73 and 74 . "
ni ials
IN WITNESS WHEREOF , the undersigned have executed this Agreem as of the
date first set forth above .
INDIAN RIVER COUNTY , FLORIDA
BOWD OF COUNTY COMMISSIONERS
W15sley S . Davis , Chairman o n A . Jackson , ir . Date
Approved by BCC march 10 . 2009
ATTEST :
Jeffrey K . Barton , Clerk of Circuit Court
Deputy Clerk
Approved : Approved as to Form ap Le al fficiency :
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seph A . Baird , County Admin strator County Attorney
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EXHIBIT "A"
The North 132 feet of the South 396 feet of the North 10 acres of the Bast
20 acres of Tract 1 , Section 7 , Township 32 South , Range 39 East as the
same is designated on the last general plat of lands of the Indian River ,
n FJ7 .7 a � L. ., FFJ „ .. F ♦ {, 7 1. of � � Ci � c:t.it � �L' I � "...F
XCILUM vClrupauj iiic"a in hWe Vi1iVG of the .. i . � H
St . Lucie County , Florida , in Plat Book 2 , page 25 ; said land now 1yjg
and being in Indian River County , Florida .
PID#32 - 3MT00001 - 0010- 00002 . 0
Commonly known as : 6855 66th Avenue , Vero Beach , FL 32967
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