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HomeMy WebLinkAboutPurchase AgreementAGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of 10/16/2024 , by and between the Seller, City of Sebastian, ("City"), a political subdivision of the State of Florida, whose address is 1225 Main Street, Sebastian, FL 32958; and the Buyer, Indian River County Habitat for Humanity, Inc., a Florida not for profit corporation, ("HFH"), whose address is 4568 North US Highway 1, Vero Beach, FL 32967. WHEREAS, the City is the owner of real property located at Barber St (PID 23161), Sebastian, Florida, commonly known as the "Parcel" or "Property"; and WHEREAS, HFH is a not for profit corporation organized for the purposes of providing affordable housing to working families of Indian River County and thereby promotes community interest and welfare for the citizens of the City of Sebastian; and WHEREAS, in March 2024, the City of Sebastian City Council directed staff to work in partnership with Indian River County Habitat for Humanity in identifying surplus City property that could be utilized for constructing workforce housing; and WHEREAS, Habitat for Humanity, sometimes referred to as "Developer' has agreed that upon building on said property that they will first seek to have to the potential homeowner be selected according to set out criteria as set forth herein, on a first come first serve bases, so long as it does not violate Federal Housing laws; and WHEREAS, the designated Parcel is not needed for City purposes and HFH desires to use the parcel to continue to promote community interest and welfare; and WHEREAS, the City of Sebastian City Council has adopted a Resolution approving this sale of City owned property pursuant to Section 166.0451, Florida Statutes. NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and premises hereinafter recited, the City and HFH agree as follows: 1. Agreement to Purchase and Sell. The City hereby agrees to sell to HFH, and HFH hereby agrees to purchase from City, upon the terms and conditions set forth in this Agreement, that certain parcel of real property located at Barber St (PID 23161) and more specifically described on Exhibit "A" attached hereto and incorporated by reference, , and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property".) 2. Purchase Price. The purchase price ("Purchase Price")for the Property shall be ten dollars 10.00 . The Purchase Price shall be paid on the Closing Date 3. Effective Date. The Effective Date of this Agreement shall be the date upon which the City approves the execution of this Agreement, either by approval by the Sebastian City Council at a formal meeting of such Council or by the City Manager pursuant to his delegated authority. 4. Title. City shall convey marketable title to the Property by City Deed free of claims, liens, easements and encumbrances of record or known to City; 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 Buyer's intended use and development of the Property ("Permitted Exceptions"). HFH shall have 28 days from the date of this agreement as its due diligence period during which time habitat may go onto the property to inspect, test, survey or perform any other act which they deem appropriate in order to determine the property's suitability for the intended use. HFH shall advise the City of any issues that might affect suitability the parties shall make a good -faith effort to resolve the issue prior to closing, termination, or agreement to extend the closing in order to resolve the issue. 5. Representations of the Citv. 5.1 To the best knowledge of City, City 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. 5.2 From and after the Effective Date of this Agreement, City shall take no action which would impair or otherwise affect title to any portion of the Property which is not required by law, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of HFH unless otherwise required by applicable law or regulation. 5.3 To the best knowledge of City, 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. 6. Default. 6.1 In the event HFH shall fail to perform any of its obligations hereunder, the City shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to HFH at or prior to the Closing Date; or (ii) waive the Buyer's default and proceed to Closing. Neither the City nor any other person or party shall have any claim for specific performance, damages, or otherwise against HFH. 6.2 In the event the City shall fail to perform any of its obligations hereunder, HFH shall, -z- at its sole option, be entitled to terminate this Agreement by written notice delivered to the City at or prior to the Closing Date or (ii) waive the City's default and proceed to Closing. Thereupon neither HFH nor any other person or party shall have any claim for specific performance, damages or otherwise against the City. Closing. 7.1 The closing of the transaction contemplated herein ("Closing' and "Closing Date") shall take place within 30 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) The City shall execute and deliver to HFH a City 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 City shall have removed all of its personal property and equipment from the Property and the City shall deliver possession of the Property to HFH vacant and in the same or better condition that existed at the Effective Date hereof. (c) If City is obligated to discharge any encumbrances at or prior to Closing and fails to do so, HFH may use a portion of Purchase Price funds to satisfy the encumbrances. (d) The City and HFH shall each deliver to the other such other documents or instruments as may reasonably be required to close this transaction. 7.2 Taxes. All due and owing taxes 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 City; the parties recognizing that the City is a governmental entity of the State of Florida and therefore tax exempt. 8. Closinq Costs; Expenses. HFH shall be responsible for preparation of all Closing documents. 8.0 All costs and premiums for the title insurance and policy shall be paid by HFH. 8.1 HFH shall pay the following expenses at Closing: 8.1.1 The cost of recording the City Deed and any release or satisfaction obtained by City pursuant to this Agreement. 8.1.2 Documentary Stamps required to be affixed to the City Deed. 8.1.3 Current taxes which are not yet due and payable. 8.2 City shall pay the following expenses at or prior to Closing: -3- 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 Property. 9. Miscellaneous. 9.1 Controllina 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 Aareement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between the City and HFH 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 Assianment and Bindina Effect. Neither HFH nor City 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 HFH: Indian River County Habitat for Humanity, Inc. Attention Trevor J. Loomis 4568 North US Highway 1 Vero Beach, FI 32967 If to City: City Manager 1225 Main Street Sebastian , FL 32958 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 a- 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 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. City Approval Reauired. This Agreement is subject to approval by the City of Sebastian City Council as set forth in paragraph 2. 9.9 Affordable Housing Reouirement. Per FS §166.0451, HFH, its successors and assigns may not use the property for any purpose other than for the construction of permanent affordable housing for homebuyers who meet the requirements of HFH's homeownership program. This provision shall survive closing. City shall have a right of first refusal to purchase the Property at market rate or require reversion of the Property if not used for affordable housing within five year(s) by the first purchaser or developer. 9.10 Eligibility Criteria.. A. When evaluating potential homeowners, Developer shall evaluate prospective owners in the following order, to persons who do not currently own a homestead property: 1. Current part or full time City of Sebastian employees; 2. City of Sebastian residents; 3. Current public safety officers (law enforcement or fire rescue/paramedics) employed by or residing in Indian River County; 4. Current public school teachers employed byor residing in Indian River County; 5. Indian River County residents. B. Developer shall require as a term of the sale, that the prospective owners apply for homestead exemption on the property upon closing. C. No one shall be eligible if they currently maintain an active homestead exemption in any state or US territory. -s- IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. INDIAN RIVER COUNTY HABITAT FOR HUMANITY, INC. By: Tr r orris, President Date: ONO NO I Z'- Attest: ByC��t/C�GL( W� Jea ((tte Williams, City Clerk -6- CITY OF SEBASTIAN , FLORIDA Mayor Ed Dodd Date: 10/16/2024 Approved as to form and legal sufficiency. C/lam-c-�li� 6nnifer Cockcroft, Cit Attorney Y EXHIBIT "A" INDIAN RIVER COUNTY PIN: 31382500001000100001.0 INDIAN RIVER TAX ID: 23161 Full Legal Description: Tract D, Block 347, Sebastian Highlands, Unit 11 according to plat thereof as recorded in Plat Book 7, Page 56, of the Public Records of Indian River County, Florida.