HomeMy WebLinkAbout2008-125CBIG
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THIS AGREEMENT TO PURL ASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the 2Z'i ay of F�, 2008 by and between Indian River County, apolitical
subdivision of the State of Florida ("County"), and David Godwin, ("Seller"), who 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 5835 85h Street (aka County Road 510),
Vero Beach, County of Indian River, State of Florida and more specifically described in Exhibit "A,"
containing approximately 0. 15 acres, zoned RS -3, and all improvements thereon, together with all
easements, rights and uses now or hereafter belonging thereto.
eop. 00
Thi r — 2. Purchase Price, Effective Date The purchase rice (the "Purchase Price") for the Property shall
F; V be Thousand 00/100 Dollars ($ The Purchase Price shall be paid on the Closing i%
�l^LS 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.
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:
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. 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 Arovernber 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
havingjurisdiction over the Property. If Closing Date occurs between January I 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. 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:
If to Seller: Seller: David Godwin c/o Katie Block
Address: 21 Royal Palm Point, Ste. 100
City, State, Zip: Vero Beach, Florida 32960
If to County: Indian River County
1801 27`h Street, Vero Beach, FL 32960
Attn: Louise Gates, Land Acquisition Specialist
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 Attornev'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.
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
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.
SELLER:
Name: David Godwin v
Date Signed: Lq
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
By G" Xmj4
andra L. Bowden, Chairtr:.
' Yv
Date Signed: April M 2008M
ATTEST: J.K. :Barton, Clerk
By:
Depu ; Cterk.
Date Signed: '(:�,, vt L 2;x'0
River County
April 22, 2008
Approved as to form and L 1 ffi ' ncy:
Deputy C unty Attorney
EXHIBIT "A"
Hillside Subdivision Block 2, Lot 5, Less the North 15 feet Road Right -of -Way. 1`131 2-53
Commonly known as: 5835 851h Street
PID#31-39-32-00002-0020-00005.0
ADDENDUM TO CONTRACT FOR SALE AND PURCHASE
(THE CONTRACT)
SELLERS: David Godwin
BUYERS: Indian River County, Florida, Board of County, Commissioners
PROPERTY: 5835 85`h Street
This Addendum is made pursuant to that certain Contract for Sale and Purchase wherein the above
named parties are Sellers and Buyers respectively, for the real property located in Indian River
County, Florida, as described above, and in furtherance of the provisions of the Contract, the parties
do hereby agree as follows:
County agrees to pay all recording costs related to this transaction.
2. All other terms and conditions of the contract remain in full force and effect.
SELLERS: {% A
DATE:/
DAVID GODWIN
BUYERS:
INDIAN RIVER COUNTY, FLORIDA,
BOARD OF COUNTY COMMISSIONERS
L�� 21 (�E?cL� DATE: April 22, 2008
By: a.1ra Bowden, Chairman
ATTES T: J.K. Barton. Clerk
�c1 aX DATE: X08
De uty Clerk
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INDIAN RIVER COUNTY ADMINISTRATOR
1,
Jos A. Bard
ApproveZaso orm Leg Su ki cy
Deputy County Attorney
DATE: 4/�--/G-Q O
DATE:
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