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AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE (`Agreement") is made
and entered into as of the 6th day of April, 2008 by and between Indian River County, a political
subdivision of the State of Florida ("County"), and George Hemmings, Sr. and Lorenzo C.
Hemmings ("Sellers"), 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 on 8465 85`b Street (aka County Road 510),
Sebastian, County of Indian River, State of Florida and more specifically described in Exhibit "A,"
containing approximately 0.17 acres, or 7406 square feet, zoned RM -6, and all im ovgiAfAKts
thereon, together with all easements, rights and uses now or hereafter bel gnging thereto..
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2. Purchase Price, Effective Date. The purchase price (the "Purchase Price 1 or e Property shali
b 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 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 Seiler 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 parry 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 enctunbrances.
(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 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. Ifthe 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. 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: George Hemmings, Sr.
Lorenzo C. Hemmings
Address: POB 560598
City, State, Zip: Wabasso, FL 32970-0598
If to County: Indian River County
1801 27 b Street, Vero Beach, FL 32960
Attn: Louise Gates. Land Acquisition Specialist
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 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 parry shall bear its own attorney's fees, costs and expenses.
8.8. Counteroarts. 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: Geor e Hemmnigs,,Sr.
By:
Date Signed:
Name: Lorenzo C. Hemmings
By:
Date Signed:
Commonly known As: 8465 85h Street, Sebastian
PID431-39-29-00005-0000-00092.1
Right -of -Way
4
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTYMISSIO S
By A 4A P
S dra
L. Bowden, Chairman
��i5F3a �rlfl�
Date Signed: % J6 ` V t,�tj< sr„
ATTEST: JX RartiinrCl41�
By::fGy
Depute CteY<
Date Signed:
Indian River County Admimst for
�1
B
Jose . Bair
Date ed: Eby 6, 2008
Approved as to form and Legal ciency:
ilk 1-k V
�e� pay Coanty Attorney
- PARCEL 221
PARCEL 227 11 i8
29313900000500000092.1 ` +.� " B
BEING A PART OF THE SAME PROPRTY AS DESCRIBED IN A CONVEYANCE
FROM GEORGE HEMMINGS, SR, TO GEORGE HEMMINGS, SR., AND LORENZO
C. HEMMINGS, JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP, AND
RECORDED IN THE LAND RECORDS OF INDIAN RIVER COUNTY IN
OFFICIAL RECORD BOOK 931 AT PAGE 10199 AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 29, TOWNSHIP 31
SOUTH. RANGE. 39 EAST: THENCE RUNNING ALONG THE SOUTH LINE OF
SAID SECTION 29 SOUTH 89°31'43" EAST, (BEARINGS ARE BASED ON
SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SECTION 29 AND ALL
OTHER BEARINGS SHOWN HEREON ARE RELATIVE THERETO), A DISTANCE
OF 1184.69 FEET TO A POINT; THENCE NORTH 00°00'00" EAST, A
DISTANCE OF 40.00 FEET TO A POINT ON THE NORTH RIGHT OF WAY
LINE OF C.R. 510 (WABASSO ROAD); SAID POINT BEING THE POINT OF
BEGINNING
THENCE
SOUTH
89031143" EAST.
WITH THE
NORTH RIGHT OF WAY LINE
OF SAID
C.R.
5109 A DISTANCE
OF 123.89
FEET TO A POINT ON THE
WEST
RIGHT
OF WAY LINE OF
64TH AVENUE
(BROXTON ROAD); THENCE
NORTH
00°28'43"
EAST, WITH SAID
WEST RIGHT
OF WAY LINE OF 64TH
AVENUE,
A DISTANCE
OF 99.63
FEET TO
A POINT: THENCE SOUTH
44°461081'
WEST,
A DISTANCE OF
69.32 FEET
TO A POINT; THENCE
NORTH
89°31'43"
WEST, A
DISTANCE OF
74.24 FEET TO A POINT;
THENCE
SOUTH
00°00100" EAST,
A DISTANCE
OF 50.00 FEET TO THE
POINT
OF BEGINNING
CONTAINING 7406 SQUARE FEET OR 0.170 ACRES, MORE OR LESS,
NOTE:
THIS DESCRIPTION AND SKETCH IS NOT VALID UNLESS ALL SHEETS ARE INCLUDED.
ABBREVIATIONS & LEGEND
P.0.8,
POINT OF
BEGINNING
P.O.C.
POINT OF
COMMENCEMENT
O.R.B.
OFFICIAL
RECORD BOOK
EXIST,
EXISTING
TRUSTEES
SEC.
SECTION
INTERNAL
@
BASELINE
PAGE
FD
FOUND
LEFT
PI
POINT OF
INTERSECTION
STA
STATION
SQUARE FEET
C.R.
COUNTY ROAD
COR,
CORNER
ACRES
/V//G. i/fflM7sa)
G. MART4N BLIROETTE, P.S.M. 4136 DATE:
NOT VALID WITHOUT THE SIGNATURE AND
RAISED SEAL OF A FLORIDA LICENSED
SURVEYOR d MAPPER
TTE A ASSOCIATES, IK.
STTIEWL DRIVE
BE , FL 32W
It
PROPERTY
LINE
OTR
QUARTER
TWNSHP
TOWNSHIP
T11F
TRUSTEES
OF THE
INTERNAL
IMPROVEMENT FUND
PG
PAGE
LT.
LEFT
RT.
RIGHT
SO.FT.
SQUARE FEET
R/W
RIGHT OF
WAY
ACS.
ACRES
0 DELTA
NOT A SURVEY
INDIAN RIVER COUNTY
RIGHT OF MY MPPINO
RIGHT OF WAY PARCEL SKETCH
PARCEL 227 COUNTY ROAD 510
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BEARINGS SHOWN HEREON ARE BASED
ON THE FLORIDA STATE PLANE COORDINATE
SYSTEM EAST ZONE NORTH AMERICAN
DATUM OF 1983/1999 READJUSTMENT. THE
SOUTH LINE OF THE SW OTR SECTION 29,
TOWNSHIP 31 SOUTH, RANGE 39 EAST,
BEARS 589031'43"E AND ALL BEARINGS
SHOWN HEREON ARE RELATIVE THERETO
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RICHT OF WAY MAPPING
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BY DATE yg Mq By DATE
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BEARINGS SHOWN HEREON ARE BASED
ON THE FLORIDA STATE PLANE COORDINATE
SYSTEM EAST ZONE NORTH AMERICAN
DATUM OF 1983/1999 READJUSTMENT. THE
SOUTH LINE OF THE SW OTR SECTION 29,
TOWNSHIP 31 SOUTH, RANGE 39 EAST,
BEARS 589031'43"E AND ALL BEARINGS
SHOWN HEREON ARE RELATIVE THERETO
120 SIWEMLI MIK
WAO �. FL SEW&
7 f
T2 -E99 -MBB
YARTIM WIWETTE.PS.C41mr NFvI SDN
L8114-123.dgn 9151200712:2824 PM
By I DATE
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ZTS
NOT A SURVEY
INDIAN RIVER COUNTY
RICHT OF WAY MAPPING
RIGHT OF WAY PARCEL SKETCH
PARCEL 227 COUNTY ROAD 510
BY DATE yg Mq By DATE
FINK. JC 9-M07
CNEC[ED M 9-1007
WYS VREPAWD BY
SURDETTE 6 ASSOCIATES, INC.
AS NOTED
TD 62x0 AVE. (SHEET 2 OF 2