HomeMy WebLinkAbout2009-124 ORIGINAL4Aa C ,y
AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
ARTHUR LEE JONES
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement" ) is
made and entered into as of the 5th day of May , 2009 , by and between Indian
River County , a political subdivision of the State of Florida ("the County" ) , and Arthur Lee
Jones , (" Seller" ) , who agree as follows :
WHEREAS , Arthur Lee Jones owns property located at 6200 85th Street , Sebastian ,
Florida . A sketch and legal description of the property is attached to this agreement as
Exhibit "A" and incorporated by reference herein ; and
WHEREAS , the County , is scheduled to expand CR510 in the future and the road
expansion will impact and affect the Jones 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
CR510 ; and
WHEREAS , the County has contacted Arthur Lee Jones and has offered to purchase
approximately 3720 square feet of property for a purchase price of $ 9 , 839 . 40 to be used as
right-of-way as depicted on Exhibit "A" (the Property) ; and
WHEREAS , the County is prepared to take the Property by using its power of eminent
domain ; and
WHEREAS , Arthur Lee Jones 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
1
this Agreement that certain parcel of real property located at 6200 85th Street , known as
Project Parcel #238 , Sebastian , Florida , more specifically described in the sketch and legal
description attached as Exhibit "A" , containing a total of approximately 3720 square feet or
0 . 085 acFrChase
nd all improvements thereon , together with all easements , ri hts and uses now
or her eaelonging thereto ( colt ctively , the " Pro
y ) ,
2 . 1 P Price . Effective ate . The purchase price (" Pure P ce ") for the Property
shall be - 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 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 .
2
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 execution of the contract by the Chairman 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 .
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 .
7 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing
documents .
3
T1 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 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 .
4
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 : Arthur Lee Jones
POB 700321
Wabasso , FL 32970-0321
If to County : Indian River County
1801 27th Street
Vero Beach , FL . 32960
Attn : Land Acquisition/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 . Countv 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 .
5
8 . 11 " Seller acknowledges receipt of the " Notice to Owner" and understands his/her
rights granted under Florida Law Chapters 73 and 74 . "
),q
Initials
IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the
date first set forth above .
INDIAN RIVER COUNTY , FLORIDA
BOARD OF COUNTY COMMISSIONERS
Wesley S . Davis , hairman Arthur Lee Jones Date
Approved by BCC "lay 5 , 2009
ATTEST :
Jeffrey K . Ba n , Clerk ofCircuit Court
Deputy C rk
Approved :
r" < r
oseph . Baird , County Administrator
Approved as to form VandLal fficiency :
/(' ;
�.
Depu y County Attorney
6
� PARCEL 238
I
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j PARCEL 238
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i 31392900000500000145 . 0
i
BEING A PART OF THE EAST FIVE ACRES OF THE SOUTH TEN ACRES OF
THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 299
TOWNSHIP 31 SOUTH . RANGE 39 EAST , AND BEING MORE PARTICULARLY
{ DESCRIBED AS FOLLOWS :
COMMENCING AT THE SOUTH QUARTER CORNER OF SECTION 29 , TOWNSHIP
31 SOUTH , RANGE 39 EAST ; THENCE RUNNING ALONG THE EAST LINE OF
SAID SOUTHWEST QUARTER OF SECTION 29 NORTH 00008 ' 19 "
WEST ( BEARINGS ARE BASED ON SAID EAST LINE OF THE SOUTHWEST
QUARTER OF SECTION 29 AND ALL OTHER BEARINGS SHOWN HEREON ARE
RELATIVE THERETO ) . A DISTANCE OF 40 . 00 FEET TO THE POINT OF
i BEGINNING
{ THENCE NORTH 89031 ' 43 " WEST , WITH THE NORTH RIGHT OF WAY LINE
OF C . R . 510 , A DISTANCE OF 125 . 01 FEET TO A POINT : THENCE
NORTH 00008 ' 19 " WEST ALONG THE WEST LINE OF THE EAST 125 FEET
OF THE EAST FIVE ACRES OF THE SOUTH TEN ACRES OF THE SOUTHEAST
i QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 291 AS
DESCRIBED IN A CONVEYANCE FROM GERTRUDE DUDLEY TO ARTHUR LEE
JONES AND RECORDED AMONG THE PUBLIC RECORDS OF INDIAN RIVER
COUNTY IN O . R . BOOK 625 AT PAGE 1339 , A DISTANCE OF 36 . 03
FEET TO A POINT ; THENCE ALONG A CURVE CONCAVE TO THE SOUTH
HAVING A CHORD BEARING OF SOUTH 83042 ' 21 " EAST , THENCE ALONG
i SAID CURVE HAVING A RADIUS OF 3565 . 00 FEET THROUGH A CENTRAL
ANGLE 01029150 " AND AN ARC DISTANCE OF 93 . 16 FEET TO A P0114T
{ OF REVERSE CURVATURE ; THENCE ALONG A CURVE CONCAVE TO THE
1 NORTH HAVING A CHORD BEARING OF SOUTH 83013 ' 46 " EAST , THENCE
ALONG SAID CURVE HAVING A RADIUS OF 3435 . 00 FEET THROUGH A
I CENTRAL ANGLE 00032141 " AND AN ARC DISTANCE OF 32 . 66 FEET TO A
POINT : THENCE SOUTH 00008 ' 19 " WEST ALONG THE AFOREMENTIONED
EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 29 FOR A
j DISTANCE OF 23 . 00 FEET TO THE POINT OF BEGINNING
I
CONTAINING 3720 SQUARE FEET OR 0 . 085 ACRES . MORE OR LESS .
I
I ABBREVIATIONS B, LEGEND
PRC POINT OF REVERSE CURVATURE
P . O . B . POINT OF BEGINNING OTR QUARTER
f P . O . C . POINT OF COMMENCEMENT TWNSHP TOWNSHIP
CI . R . B . OFFICIAL RECORD BOOK T I I F TRUSTEES OF THE
EXIST . EXISTING INTERNAL IMPROVEMENT FUND
SECT . SECTION PG PAGE
BASELINE LT . LEFT
FD FOUND RT . RIGHT
PI POINT OF INTERSECTION SQ . FT . SQUARE FEET
I STA STATION R / W RIGHT OF WAY
j C . R . COUNTY ROAD ACS . ACRES
i COR . CORNER D DELTA
NOTE41
*
THIS DESCRIPTION AND SKETCH IS NOT VALID UNLESS ALL SHEETS ARE INCLUDED .
NOT A SURVEY
INDIAN RIVER COUNTY
RIGHT OF NAY YAPPING
i,
RIGHT OF WAY PARCEL SKETCH
ZL
G . MARTIN BURDETTE , P . S . M . 4136 DATE : PARCEL 238 COUNTY ROAD 510
NOT VALID WITHOUT THE SIGNATURE AND By DATE APPROVED By o►,E
PREL IEE JC 8 - 2007
RAISED SEAL OF A FLORIDA LICENSED FINAL Jc a 2007
SURVEYOR & MAPPER CHECKED AIR 8 - 2007 -- - - -- -- - - - - - - " - - - - - - -
SURM177E Q ASSOCIATES. INC. MAPS PREPARED BY FIELD BOOK ND. ' S
1680 b70NEVALL DRIVE OURDETTE a ASSOCIATES . INC .
------- ---- ------ - ------ -- -- ----
VERO BEAM FL 32966 scAl E. N /A
77MS
7T2-289-4A9R C. R . 510 FROM 1000 ' EAST SHEET I OF 2
G. WRTIN DIWDETTE . P. S . Y. 4136
REVISION er DATE OF 75TH COURT TO 62ND AVE .
LS11+123 .dgn 10/29/2007 11 : 13 : 11 AM
I. PARCEL 238
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1 oN WEST LINE OF THE EAST 125 FEET
� � ► OF THE EAST 5 ACRES OF
u, N THE SOUTH 10 ACRES
o o s oo° 08119" E ORB 625 , PAGE 1339
36 . 03 ' 578 . 18'
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591 . 52 ' i 1 / 4 SECTION LINE
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000 3 . 0 �
P . O . B
O . C . 281 . 67 . 54
LTH QTR . CORNER 55.00' ( LT . )
ECT . 29 - 31 - 39
0 20 40 SO 120
scale : I " 40 '
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NOTE :
THIS DESCRIPTION AND SKETCH IS NOT VALID UNLESS ALL SHEETS ARE INCLUDED .
NOT A SURVEY
INDIAN RIVER COUNTY
BEARINGS SHOWN HEREON ARE BASED RIGHT OF WAY YAPPING
ON THE FLORIDA STATE PLANE COORDINATE RIGHT OF WAY PARCEL SKETCH
SYSTEM EAST ZONE NORTH AMERICAN
DATUM OF 1983 / 1999 READJUSTMENT . THE PARCEL 238 COUNTY ROAD 510
EAST LINE OF THE SW OTR OF BY DATE DATE
SECTION 29 . TOWNSHIP 31 , SOUTH . RANGE APPROVED BY
PRELIu JC 8 . 2007
39 EAST . BEARS N00. OB ' 19 " W JC 6 - 2007
AND ALL BEARINGS SHOWN HEREON ARE FINAL _ _ _ __ _ _ _ _
RELATIVE THERETO CHECKED Ne a - 2007
i WPS PREPARED BY FIELD BONG N0. 'S
ETTE it ASSOCIATES. INC. BIIRDETTE 8 ASSOCIATES , INC -
1680 S7oR:11A11 DRIVE SCALE • AS NOTED
JEa4 8EAE11 . FL 32966
e649 C. R . 510 FROM 1000 ' EAST SHEET 2 OF 2
T72f299"4488REVI SIOH or
DATE OF 75TH COURT TO 62ND AVE .
yART IN BURIXITE , P. S. Y. 4136
LS114=123.dgn 10/2912007 11 : 13 :02 AM