HomeMy WebLinkAbout2022-177AAGREEMENT TO PURCHASE, SELL, AND LEASE REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
INDIAN RIVER COUNTY HABITAT FOR HUMANITY INC
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the lVbay of , r - , 202-, by and between Indian River
County, a political subdivision of the State of Florida ("the County"), and Indian River
County Habitat For Humanity Inc, ("the Seller) who agree as follows:
WHEREAS, Seller owns properties located at 8685 61 st Drive, Vero Beach, Florida
32967 (Parcel A) and 8695 61st Drive, Vero Beach, Florida 32967 (Parcel B). Legal
descriptions of the properties are attached to this agreement as Exhibit "A" and
incorporated by reference herein; and
WHEREAS, the County contacted the Seller to purchase the parcels of
approximately 0.48 acres of property as depicted on Exhibit "A", and
WHEREAS, the County is currently purchasing property from willing sellers; and
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises,
covenants and premises hereinafter, the COUNTY and SELLER agree as follows -
1 .
ollows:
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 parcels of real property located at 8685 61St Drive, Vero
Beach, Florida 32967 (Parcel A) and 8695 61st Drive, Vero Beach, Florida 32967 (Parcel
B) and more specifically described in the legal descriptions attached as Exhibit "A", fee
simple, containing a total of approximately 0.48 acres, all improvements thereon, together
with all easements, rights and uses now or hereafter belonging thereto (collectively, the
"Properties").
2.1 Purchase Price Effective Date. The purchase price ("Purchase Price") for the
Properties shall be $21,500.00 (Twenty -One Thousand Five Hundred and 00/100 Dollars).
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 Properties 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 Properties ("Permitted Exceptions").
3.1 County may order an Ownership and Encumbrance Report or Title Insurance
Commitment with respect to the Properties. County shall within thirty (30) 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 Properties, and is
the sole owner of and has good right, title, and authority to convey and transfer the
Properties 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 Properties, and shall record
no documents in the Public Records which would affect title to the Properties, without the
prior written consent of the County.
4.3.1 There are no existing or pending special assessments affecting the Properties,
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 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:
2
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 Properties, free and clear of all liens and encumbrances and in the
condition required by paragraph 3.
(b) 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.
(c) 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.
(d) 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. Personal Property.
7.1 The Seller shall have removed all of its personal property, equipment and trash from
the Properties. The Seller shall deliver possession of the Properties to County vacant and
in the same or better condition that existed at the Effective Date hereof.
8. Closing Costs: Expenses. County shall be responsible for preparation of all Closing
documents.
8.1 County shall pay the following expenses at Closing:
8. 1.1 The cost of recording the warranty deed and any release or satisfaction obtained by
Seller pursuant to this Agreement.
8.1.2 Documentary Stamps required to be affixed to the warranty deed.
8.1.3 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
8.2 Seller shall pay the following expenses at or prior to Closing:
8.2.1 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 Properties.
9. Miscellaneous.
9.1 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.
9.2 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.
9.3 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.
9.4 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: Indian River County Habitat For Humanity Inc
4568 N Us Highway 1
Vero Beach, FL 32967
If to County: Indian River County
1801 27th Street
Vero Beach, FL. 32960
Attn: Land Acquisition/Andrew Sechen
Either party may change the information above by giving written notice of such change as
provided in this paragraph.
9.5 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.
9.6 Attorney's Fees and Costs. In any claim or controversy arising out of or relating to
4
this Agreement, each party shall bear its own attorney's fees, costs, and expenses.
9.7. Counterparts. This Agreement may be executed in two or more counterparts, each
one of which shall constitute an original.
9.8. County Approval Required: This Agreement is subject to approval by the Indian
River County Board of County Commissioners as set forth in paragraph 2.
9.9 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.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INDIAN RIVER COUNTY, FLORIDA ............. INDIAN RIVER COUNTY HABITAT FOR
BOARD OF COUNTY COMM IS II�J s!o.� 1,UMAN44, INC.
by BCC
oepLemner /-V, _.rv•,
ATTEST:
Jeffrey R. Smith, Clerk of Court and Comptroller
!-.I
De" Clerk
Apprq
Jason E Brgwn, County Administrator
Approved as to Form and Legal Sufficiency:
am K. DeBraal, Deputy County Attorney
Cel
7
EXHIBIT "A"
PARCEL A
WABASSO LOWS PARK SUB
LOT 15
OR BK 268 PG 486
Commonly known as: 8685 61st Drive, Vero Beach, FL 32967
Parcel ID Number: 31-39-29-00002-0000-00015.0
PARCEL B
WABASSO LOWS PARK SUB
LOT 16
OR BK 268 PG 486
Commonly known as: 8695 61st Drive, Vero Beach, FL 32967
Parcel ID Number: 31-39-29-00002-0000-00016.0
7
3120220067057
RECORDED IN THE PUBLIC RECORDS OF
Tax Parcel I.D.s 31392900002000000015.0 & 31392900002000000016.0 JEFFREY R SMITH, CLERK OF COURT
Return document to: County Attorney's Office INDIAN RIVER COUNTY FL
1801 27t' Street BK: 3583 PG: 1802 Page 1 of 1 11/16/2022 12:18 PM
Vero Beach, FL 32960 D DOCTAX PD $150.50
WARRANTY DEED
THIS INDENTURE, made this day of October, 2022 between Indian River County Habitat
for Humanity, Inc., a Florida not for profit corporation, whose address is 4568 N US Highway 1,
Vero Beach, Florida 32967, hereinafter called GRANTOR, and INDIAN RIVER COUNTY, a political
subdivision of the State of Florida, whose mailing address is 1801 27th Street, Vero Beach, Florida
32960, hereinafter called GRANTEE.
WITNESSETH:
That GRANTOR, for and in consideration of the sum of TWENTY-ONE THOUSAND FIVE
HUNDRED DOLLARS ($21,500.00) and other good and valuable consideration to GRANTOR in hand
paid by GRANTEE, the receipt whereof is hereby acknowledged, has granted, bargained and sold to the
GRANTEE, and GRANTEE'S successors and assigns forever, the following described land, situate, lying
and being in Indian River County, Florida:
Being all of Lots 15 and 16, according to the Unrecorded Plat of
Wabasso Lows Subdivision, as recorded in Official Record Book 268,
Page 485, of the Public Records of Indian River County, Florida.
GRANTOR does hereby fully warrant the title to the land, and will defend the same against the
lawful claims of all persons whomsoever.
Signed, sealed and delivered
in the presence of: Indian River Co!uA Habitat for Humanity, Inc.
Signature: X�&X'L_
By: i_101_21
Printed - ��i*tl . . .
• - .-
• - �+Iit.�1 / 1 Ili /,..�
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me, by means of F physical presence
or ❑ online notarization, this 7nt day of October, 2022 by Trevor J. Loomis, President of Indian River
County Habitat for Humanity, Inc., a Florida not for profit corporation, who is personally known or ❑
produced identification in the form of
NOTARY PUBLIC
NOTARIAL SEAL:
Printed Name:
Commission No.:
Commission expiration:
Approv d forma lega uff i y.
By: c Par F�BMICHELEV. FEATHERS
William K. DeBra , Deputy County Attorney = w ` COmMMIon # GG 326406
N �eEx0res July 17.2023
y�FOF fI�p Bled Thm Budget Notary Se"M