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HomeMy WebLinkAbout2008-133F O 1 AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 08th day of April , 2008, by and between Indian River County, a political subdivision of the State of Florida ("County"), and Mary44wre-Sanders ("Seller"), whose address is 5225 Cairo Drive, Sebring FL. 33875 and agrees as follows: 1. Agreement to Purchase and Sell and Grant. 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 976 8`h Street, Vero Beach, County of Indian River, State of Florida and more specifically described in Exhibit "A," containing approximately 200.0 square feet or .005 acres, zoned single family residential, and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto. 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property shall be Six -Hundred Seventy and 00/100 Dollars ($670.00), $3.35 per square foot. 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. 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 FAEngineering\Robert WeWsanderspuragree.doc 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. 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. 2 FAEngineering\Robert WeWsanderspuragree.doc 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 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. 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 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered by SELLER under the threat and in lieu of condemnation. 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 or facsimile transmission, as follows: Lofee If to Seller: MaryI-oiveSanders 5225 Cairo Drive Sebring FL 33875 If to County: Indian River County 1801 27U' Street, Vero Beach, FL 32960 Attn: Robert Webb, Land Acquisition Either parry 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 FAEngineering\Robert WeWsanderspuragree.doc the benefit of, and may be relied on only by the other parry 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 Board of County Commissioners as set forth in paragraph 2. IN WITNESS WHEREOF, the undersigned have executed this Agreementas'bfthe date first set forth above. SELLER: Lorce Mary hos Sanders h By: W -.;l GA'g- cCor� Mary-l;� Sanders L c re r. -)4,. -t, �1 . Approved as to form and ndd Legal Sufficiency: 1� L F r Deputy County Attorney Date Signed: ". - O' H FAEngineering\Robert Webblsanderspuragree.doc INDIAN RIVER COUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS By"-AOIWAIS /Sandra L. Bowden, Chairman Date Signed: April 29, 2008 . _ ATTEST:: J.K. Barton, Clerk By: C aaz ' Date: Signed: aq, aook Indian River County Administrator By: Jose h A. 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