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HomeMy WebLinkAbout2007-348 l � f9j � AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 4th day of October, 2007 by and between Juanita W. Hill, a single woman, (" Seller") and Indian River County, a political subdivision of the State of Florida ("County") , 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 1346 43rd Avenue, Vero Beach, County of Indian River, State of Florida and more specifically described in Exhibit "A," containing approximately 150 square feet, more or less, and all improvements previously agreed upon. (See attached Addendum)along with any 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 Six Hundred Dollars & 00/ 100 ($600 . 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 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. 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 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. ( '_ iac ,7�nb. n dch! 1aJ .. t � .. ipl"tl • d _tr » ,i Ac ! zm A . , . isiiliq :< d IG% P I i , r ; ci 11 . .inhac v me❑ fill ! i ' t 0- do , - - 1 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, 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: 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 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) 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. (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. 7 . Pro-rations . 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" 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. 8 . 0 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, ,Ci2�m criig`-Robert l4 Ah 4.1, d . t-� capitol I +I d .rice 431J AiC land \� euis: Gni i .ir. cl I6? Ii ' -tainita R ,Purdnacc AL ,.cern r:LI fill 08' 1 (1-doe 2 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. 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: Juanita W. Hill 1346 43rd Avenue Vero Beach, Florida 32960 If to County: Indian River County 184127 th Street, Vero Beach, FL 32960 Attn: Bob 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 Require : This Agreement is subject to approval by 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 I .Ell 2iII tills -Rol�cn N e6h'=411J ,.re capital , +sd tVa -turd ace I ,m 1 N.Q wsainlP' 167 1 il II n 'iriia 11Purebase -� recmrrLlli11 . 08.310?_dor 3 286 . 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. N WITNESS WHEREOF, the undersigned have executed this Agreemept as off e date first set forth above . C /, 1J SELLERS NDI I RIVE COUNTY, FLORIDA BO OF COUNTY COMMISSIONERS By County Administrator per authority ? : Ordinance No , 2005 - 025 * Gary C . Wheeler, Chairman Jua Ila W. Hill Date Signed : l0 J 1 Q Date Signed : ATTESTr : K. a ton, Clerk B5 • - -' - -- eputy C erk Date Signed: ( � -ro o T * 'k " f# ounty dministrater Approved AN to for an e a St ' ciency : Indian River Co. #ApprovedeateBlegal illiam K. DeBraal Budget Deputy County Attorney Risk ManagementGeneral Services Dept. 4 BOARD OF COUNTY COMMISSIONERS 180127th Street, Vero Beach, Florida 32960-3365 LORioA Telephone: 772-567-8000 PUBLIC WORKS DEPARTMENT LAND ACQUISITION DIVISION ADDENDUM TO AGREEMENT TO PURCHASE AND SELL REAL ESTATE This ADDENDUM to purchase and sell real estate entered into on this W "day of 2007 between Indian River County and Juanita W. Hill Who agrees as follows : The County shall perform the following, as previously agreed upon, with respect to the at 1346 43 `d Avenue property at no charge to Juanita W. Hill . 1 . Landscaping consisting of a new viburnum hedge, (2) Crape Myrtle trees. 2. Two yard drains . 3 . Replacement of the existing gravel driveway with a concrete driveway. These improvements were agreed upon on March 3 , 2005 and are to be completed with the completion of the 43`d Avenue. In witness whereof, the Undersigned. ' ll fitness : V tness : F:IENGINEERING\ROBERT WEBBWILLADDENDUM.DOC SKETCH AND DESCRIPTION SURVEYOR ' S NOTES I 1 . UNLESS IT BEARS [HE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER THIS DRAWING, SKETCH , PLAT OR MAP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VALID . 2 . LANDS SHOWN HEREON WERE NOT ABSTRACTED OR RESEARCHED BY [HIS OFFICE FOR RIGHTS - OF- WAY, EASEMENTS OF RECORD , RESERVATIONS , OWNERSHIP , ABANDONMENT, DEED RESTRICTIONS , 70NING REGULATIONS OR SETBACK LINES , LAND USE PLAN DESIGNATION , ADJOINING DEEDS OR MURPHY ACT DEEDS . THIS SKETCH IS NO [ INTENDED 10 DELINEATE WETLANDS, LOCAL_ AREAS OF CONCERN OR ANY OTHER JURISDICTIONAL DETERMINATION . 3 . THIS DESCRIPTION AND SKETCH CONSISTS OF 2 SHEETS AND ONE IS NO [ VALID LEGAL DESCRIPTION IT RIE OF- WAY PAR('PI #167- WITHOUT THE OTHER , A PARCEL OF LAND SITUATE IN SECTION 10, TOWNSHIP 33 SOUTH , RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, BEING MORE 4 . THIS EXHIBIT DOES NOT INTEND TO REFLECT OR DETERMINE OWNERSHIP , PARTICULARLY DESCRIBED AE FOLLOWS: 5 . THIS IS NOT A BOUNDARY SURVEY. THIS IS A SKETCH OF LEGAL DESCRIPTION THE WEST 5. 00 FEET OF THE SOUTH 25. 00 FEET OF LOT 5, ONLY. BLOCK 6 AND THE WEST 5. 00 FEET OF THE NORTH 5 . 00 FEET OF LOT 6 , BLOCK 6 , VALENCIA PARK SUBDIVISION , ACCORDING 6 . BEARINGS (IF SHOWN ) ARE BASED ON THE NORTH AMERICAN DATUM OF 1983 TO THE PLAT THEREOF , AS RECORDED IN PLAT BOOK 1 , AT ADJUSTMENT OF 1990 ( NAD 83/90) FLORIDA STATE PLANE COORDINATES , EAST ZONE PAGE 45 , OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, ( 901 ) AS REFERENCED TO THE LIIJE INDICATED AS " BEARING BASIS " AND ARE GIVEN FLORIDA . FOR THE PURPOSE OF DETERMINING ANGLES ONLY. SAID PARCEL CONTAINING 150 SQUARE FEET MORE OR LESS. 7 . THE RIGHT- OF- WAY LEGAL DESCRIPTION WAS PREPARED BY THE SURVEYOR BASED ON 43RD AVENUE PAVING AND DRAINAGE IMPROVEMEN I DRAWINGS FOR INDIAN RIVER COUNTY BY CARTER ASSOCIATES, INC. PROJECT" NUMBER 05 - 51E, ENGINEERING NUMBER PARENT TRACT LEGAL DE C I TON . (DEED BOOK 86 . PAG 27)_ E- 840- 96 , DATED FEBRUARY 1996 . 8 . SED ON AN ONSHI & LOIS 5 AND 6 , AND THE NORTH 1 /2 OF LOT 7 , BLOCK 6 , REPORT (ISSUED CBYLEGAL ATLANDTCORIPCOASTALION ©TITLE CORPORATION FILE NUMBER ENCUMBRANCE NUMBER VALENCIA PARK SUBDIVISION , ACCORDING TO THE PLAT EFFECTIVE DATE JUNE 22 , 2007 . THEREOF, AS RECORDED IN PLAT BOOK 1 , AT PAGE 46 , OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA . CERTIFIED TO: INDIAN RIVER COUNTY - ROG - A . HAGLER , P. LS SIGNATURE DATE FLORIDA LICENSE No . 4544 ' CARTER ASSOCIATES , INC . LB . 205 R PARCEL # 167 , SHEET 1 OF 2 C_j , ARTER ASSOCIATES , INC . Poi 93E CONSULTING ENGINEERS AND LAND SURVEYORS �217UA 1708 21ST STREET _ _ P - 167 , [ NOT A FIELD SURVEY VERO BEACH , FLORIDA 32960 - 3472 772 - 562 71 d0 f FAX i arFT SKETCH AND DESCRIPTION CRID NOR-TH_SCALE_ -7 "= 100' AVENUE - 0i - WAY VARIES) 43RD AVENUE (RIGHT- OF-WAY VARIES)_ III - :r1 SEE DETAIL AT ~ _ _ _ 33 . 39- 10OTCAOW ILL W to x0004.0 '� _ I � V LENCIA PA iK Iy JUANITA W. HILI. I BLOCK ' 7" m 1346 43rd AVE D m N -a V LENCIA PA K I 1 m VERO BEACH, FL 32960 .�.. 5 BLOCK "5" 1 I VALENCIA PARK R/W PARCEL, {J16J I n m 1 BLOCK "6" DEED BOOK 86, Ip AGE 27 1 r7 1 m y J DETAIL A SCALE. 1 '1- 40' LEGEND : P . O . B . = POINT OF BEGINNING P . o. C. = POINT OF COMMENCEMENT R /W = RIGHT- OF- WAY WEST 5 . 00 ' TEMPORARY CONSTRUCTION LOT 6 - EASEMENT OFFICIAL RECORDS WEST 5 . 00 ' BOOK 1853, PAGE 2101 LOT 5 NORTN 5 00 ' NOT A FIELD SURVEY LOT s so.TH 1 R/W PARCEL # 167 , SHEET 2 OF zs. 00 ' _ LOT 5 -3 CARTER ASSOCIATES INC . LDWGNU NO VALENCIA PARK SUBDI VIiSION PLAT 8001< 1 , PAGE 46 CONSULTING ENGINEERS AND LAND SURVEYORS OT 7 I LOF 6 LOT 5 BLOCK " 6 " 1708 21ST STREET 772 - 562 - 4191 TEL VERO BEACII, FLORIDA 32960 - 3472 772 - 562 - 7180 FAX