HomeMy WebLinkAbout2008-00817. -D7
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 1144-- day of December, 2007 by and between Sarah E. Fender, ("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 8525 US Highway 1, Sebastian, County of
Indian River, State of Florida and more specifically described in Exhibit "A" containing
approximately .28 acres, more or less and all other 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 Five Hundred Thousand Dollars & 00/100 ($500,000.00). 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. The county shall pay a binder deposit or $5,000.00 to the
crank H. Fee, III, Esq. Trust Account upon acceptance.
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 Seller's attorney, Frank H. Fee, III, shall provide a title insurance commitment to County
within 10 days of the effective date of the agreement and an Owner's Title Policy within 30 days of
closing. The cost shall be borne by County. County shall, within thirty (30) days from receipt of the
Title Insurance Commitment, 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.
3.3 A boundary survey will be required to be prepared by Indian River County before closing
4. Renresentations 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.
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. Oooumantary stamps, if any, and cost of recording shall be paid by Eounty.
(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 Controlline 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 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: Sarah E. Fender
8801 S. Indian River Drive
Ft. Pierce, FL 33450
If to County: Indian River County
1801 27"' Street,
Vero Beach, FL 32960
Attn: Pamela Stewart, Land Acquisition Manager
Either party may change the information above by giving written notice of such change as provided
in this paragraph.
8.5 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.
8.6 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.
8.7. Counterparts. This Agreement may be executed in two or more counterparts, each one of
which shall constitute an original.
8.8. County Approval Required: This Agreement is subject to approval by Indian River County as
set forth in paragraph 2.
8.9 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 RIUER't! UNSY. FLORIDA
BC.C'..3'dhuary 8, 2008
ATTEST:
Jeffrey K. Barton, Clerk of Circuit Court
Deputy Clerk
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Sarah E. Fender
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Exhibit "A"
All of Lots 4, 5, 6, 7, 8 and 9, Block 11, Weona Park Subdivision,
according to the Plat thereof, as recorded in Plat Book 2, at Page
17, of the Public Records of Indian River County, Florida, which
lies West of the Right -of -Way of U.S. Highway 1; ALSO the North
'/2 (12'/2 feet) of abandoned street (Orange Street) lying
immediately South of and adjacent to said Lot 9, Block 11, Weona
Park Subdivision, and lying immediately West of U.S. Highway 1;
LESS Highway R/W as in O. R. Book 100, at Page 569.
Commonly known as: 8525 U.S. Highway 1
PID #31-39-28-00006-0110-00004.0
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