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HomeMy WebLinkAbout2003-282 3 1 S- 0 , 1 -M� PARCEL ID # 28-32-39-00005 -0030-00004. 0 AGREEMENT TO PURCI4ASE AND SELL REAL ESTATE 'a $oX THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 11th day of August$ 2003 by and between Indian River County, a political subdivision of the State of Florida ("County") , and Florence Sabonjohn , Individually and as Trustee ("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, uponithe terms and conditions set forth in this Agreement, that certain parcel of real property located at!, 4105 47`h Avenue , more specifically described as the South t/2 of Lot 4 , Block 3 , PALM GARDEN , according to the Plat thereof as recorded in Plat Book 4 , at Page 6 , of the Public Records of Indian River County, State of Florida, " and all improvements thereon , together with all easements , rights a0hd 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 Thirty-Two Thousand and 00/ 100 Dollars ) ($ 32 000 . 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 a title insurance policy with respect to the Property. County shall , within thirty (30) days from receipt of the title insurance policy, 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 . Standard Agreement to Purchase and Sell 1 Real Estate — Florence Sabonjohn, Individually and as Trustee PARCEL ID # 28-32-39-00005-0030-00004. 0 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 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 ifunds 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 . 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. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31 , Seller shall pay all current teal 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 17 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 . 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 Standard Agreement to Purchase and Sell 2 Real Estate — Florence Sabonjohn, Individually and as Trustee PARCEL ID # 28-32-39-00005 -0030-00004. 0 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 tl e 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, on if sent via "overnight" courier service or facsimile transmission , as follows : If to Seller: Seller: Florence Sabonjohn Address : 1325 5th Avenue SW City, State , Zip : Vero Beach , Florida 32962 If to County: Indian River County 1840 25th Street, Vero Beach , FL 32960 Attn : Ron Callahan/Engineering Division Either party may change the information abode 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 . Standard Agreement to Purchase and Sell 3 Real Estate — Florence Sabonjohn, Individually and as Trustee PARCEL ID # 28-32-39-00005 -0030-00004. 0 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 iwith 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 lin 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. 9 , Additional Terms and Conditions ,• 9 . 1 In addition to the personal property and equipment to be removed, pursuant to paragraph 6 . 1 (b) of this Agreement, the Seller acknowledges and agrees that the closing shall not occur until that certain mobile home unit, located on the Property, has had any and all tenants and tenancies ended at least one ( 1 ) business day prior to the Closing Date. 9 . 2 The County reserves the right to inspect the Property on the day prior to the Closing Date . 9 . 3 The County guarantees to the record owners of the North 1/2 of Lot 4, Block 3 , PALM GARDENS the continued use of the well as specified in the warranty deed dated 1 /22/96 and recorded in OR Book 1092 Page 0957 . If, at, the time of actual road construction , the well must be capped (rendered unusable) , the County, at its sole expense, will install a well similar to the existing well, on the North 1/2 of Lot 4, Block 3 , PALM GARDENS . 9 . 4 The Seller agrees that the Seller shall laccomplish the formal eviction of any and all tenants , whether or not in possession at the Closing Date, in accordance with Florida Statutes , at least one ( 1 ) business day prior to the Closing Date . Standard Agreement to Purchase and Sell 4 Real Estate — Florence Sabonjohn, Individually and as Trustee PARCEL ID # 28-32-39-00005-0030-00004. 0 IN WTTNESS WHEREOF, the undersigned have executed this Agreement as of the date fust set forth above . SELLER : INDIAN R COUNTY, FLORIDA Name : Florence Sabonjohn BOARD COUNTY CONMISSIONERS By: By. Individually and as Trustee Kenneth R . Ntacht, Chairman Date Signed: dI r1 Date Signed: October 21 , 2nm A J.K. Bart 9arc, rk B Deputy Clerk By: Ronald L. Callahan Right-of-Way Agent Date Signed: �� (1,,3 APP `' UVED . ounty Administrator Indian Fiver County Approved D to Administration00 � S Budget J� Co . Attorney Risk Management Department lv j Division " APPROVED AS TO FORM AND ! x;41- SUFFICI NCY ir A' 7YsfsT4tjTESLC JhA � FNEY Standard Agreement to Purchase and Sell 5 Real Estate — Florence Sabonjohn, Individually and as Trustee LEGAL DESCRIPTION 80 0 40 80 160 THE SOUTH 1 /2 OF LOT 4 , BLOCK 3 , Palm Gardens Subdivision as recorded in Plat Book 4 , Page 6 of GRAPHIC SCALE the Public Records of Indian River County , Florida . ( IN FEET ) Lying in Indian River County . Containing 18 , 525 square feet , or 0 . 43 acres , more or less . PALM GARDENS SUBDIVISION P . B . 4 , PG . 6 NOTES LOT 2 BLOCK 3 70 ' 1 . This sketch and description is not valid without the I a a l LOT 5 P10t LOT 2 signature and the original raised seal of the Florida I- F- registered Surveyor and Mapper named hereon . w o 195 2 . Thissketch and description meets or exceeds all applicable requirements of the Minimum Technical �, 32 - 39 - 28 - 00005 - 0030 - 00004. 1 -Lo Standards as established in Chapter 61G17 - 6 , I 132 - 39DO , ANTONIO & GUADALUPELo J Florida Administrative Code . a Z) 3 . This sketch and description and adjoining 1- � l P J 9 Parcels may be subject to easements , restrictions , reser - LOT 3 rn O �W vations , or right - of - ways not shown and may be [ 5 j ®� 5y// °' Q LOT 3 found in the Public Records . / 1 / � T 4 4 . This sketch and description does not represent a I l /�� / field survey . Existing property _ conditions or features J _ 3c - 9 2 - � Lu,O�p - 0 0 4 I z o ABdr o ft6 �€�r / N I- - are not shown . / / � F<: �[ LEGEND & ABBREVIATIONS P . B , = Plat Book PG . = Pae Q 4 1ST STREET (S. Gifford Road 9 R /W = Right - of - Way O . R . B . = Official Record Book ° Section Line I . R . C . R . = Indian River County Records - - - - - - - _ _ N R/W LIne m :�F CERTIFICATIONo °- Surveyor and Mapper in responsible charge00 0 CD ( 0 THIS IS NOT A BOUNDARY SURVEY ' ' ii Michael O ' Brien P . S . M - Date W O o Florida Registration No,, 1_S 6118 SKETCH TO ACCOMPANY LEGAL DESCRIPTION v Indian River Count Surve or PREPARED FOR INDIAN RIVER COUNTY ENGINEERING DEPARTMENT Q O t NDIAN RIVER COUNTY ADMINISTRATION BUILDING ' /ND/AN R/VER COUNTY DRAWN B'': SECTION 28 C NI TRO A25th STREET B ROACH SKETCH AND DESCR/PT/ON OF SHS vERO BEACH, 8 32960 DeAarfinenf of Pub//c Works APPROVED BY. TOWNSHIP 32S (772) ss7-s000 En /neer/n Dlvls/on O ' R/ RANGE 39E A PORTON OF LOT 4, BLOCK 3 0