HomeMy WebLinkAbout2007-444 AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE
BETWEEN
TAMMY L . VOGEL AND INDIAN RIVER COUNTY
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 18th day of December , 2007 , by and between
Indian River County, a political subdivision of the State of Florida ("the County" ) , and
Tammy L . Vogel , (" Seller" ) , who agree as follows :
WHEREAS , Tammy L . Vogel , ("Vogel ") owns property located at 7375 85th Street
Vero Beach , Florida . A sketch and legal description of the property is attached to this
agreement as Exhibit "A" and incorporated by reference herein ; and
WHEREAS , the County, is scheduled to expand CR510 in the near future and the
road expansion will impact and affect Vogel ' s property; and
WHEREAS , in order for the County to proceed with its road expansion plans , the
County needs to purchase property to be used as right-of-way from landowners adjacent to
CR510 ; and
WHEREAS, the County has contacted Vogel and has offered to purchase an
approximately 9 , 000 square foot ( .207 acre) parcel of property from Vogel to be used as
right-of-way as depicted on Exhibit "A" (the Property); and
WHEREAS , Vogel is represented by Raymer F . Maguire III of the law firm of Fixel ,
Maguire & Willis , 1010 Executive Center Drive , Suite 121 , Orlando , Florida ; and
WHEREAS , the County is prepared to take the Property by using its power of
eminent domain ; and
WHEREAS , Vogel and the County wish to avoid the risk, time and expense of
litigation by entering into this agreement for sale and purchase of the Property;
NOW, THEREFORE , in consideration of the mutual terms , conditions , promises ,
covenants and premises hereinafter, the COUNTY and SELLER agree as follows :
1 . Recitals . The above recitals are affirmed as being true and correct and are
incorporated herein
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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 parcel of real property located at 7375 85th Street,
Vero Beach , Florida and more specifically described in the sketch and legal description
attached as Exhibit "A" , containing approximately . 207 acres , and all improvements
thereon , together with all easements , rights and uses now or hereafter belonging thereto
(collectively, the " Property") .
2 . 1 Purchase Price , Effective Date . The purchase price (" Purchase Price" ) for the
Property shall be two hundred seventy one thousand seven hundred dollars ($271 ,700 .00)
The purchase price was established by : ( 1 ) an appraisal of the . 207 acres performed by
an MAI appraiser who was mutually agreed upon by the parties ; and (2 ) an amount equal
to eighty (80% ) percent of the cost of building a house similar in size to the existing house
located at 7375 85th Street , Vero Beach , Florida as established by Bill Handler of
Woodside Homes ("Contractor" ) and Ameron Homes , Inc. attached as Exhibit " B". The
County shall pay and Vogel shall accept the appraised value of the . 207 acres and eighty
(80% ) percent of the cost of building a house similar in size to the existing house located at
737585 th Street, Vero Beach , Florida , as the Purchase and Sale price of the Property .
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 ("Permitted Exceptions" ).
3 . 1 County may order an Ownership and Encumbrance Report or Title Insurance
Commitment with respect to the Property. County shall within fifteen ( 15) 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 .
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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 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 priorto 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 :
6 . Closing .
6 . 1 The closing of the transaction contemplated herein ("Closing" and " Closing Date" )
shall take place within 45 days following the receipt of the Appraiser's Final Report. 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
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to do so , County may use a portion of Purchase Price funds to satisfy the encumbrances .
(d ) If the Seller is a non-resident alien orforeign entity, Seller shall deliverto 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 .
(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 .
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 . Closing Costs : Expenses . County shall be responsible for preparation of all Closing
documents .
7 . 1 County shall pay the following expenses at Closing :
7 . 1 . 1 The cost of recording the warranty deed and any release or satisfaction obtained by
Seller pursuant to this Agreement.
7 . 1 . 2 Documentary Stamps required to be affixed to the warranty deed .
7 . 1 . 3 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
7 . 1 .4 Engineering costs incurred by Vogel not to exceed $ 1 , 000 . 00 . The costs shall be
paid directly to the engineering firm .
7 . 1 . 5 Attorney's fees and costs of $ 19 ,019 . 00 or 7 % of the purchase price .
7 . 1 . 6 Appraisal fees negotiated with All Real Estate Appraisals .
7 .2 Seller shall pay the following expenses at or prior to Closing :
7 . 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.
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 .
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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 Assignment and Bindinq 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: Tammy L . Vogel
737585 th Street
Vero Beach , FL . 32967
If to Seller' s Attorney: Fixel , Maguire & Willis
1010 Executive Center Dr.
Suite 121
Orlando , FL 32803
If to County: Indian River County
1840 25th Street
Vero Beach , FL . 32960
Attn : Land Acquisition/Pamela Stewart
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
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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 forthe benefit of, and maybe 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 party shall bear its own attorney's fees , costs , and expenses .
8 . 8 . Counterparts . This Agreement maybe 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 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.
9. Lease-back: The County shall execute and deliver to Seller a lease of the Property
at the Closing . The term of the lease shall begin the day of the Closing and end thirty (30 )
days prior to the County' s start date on construction of CR 510 on the Property, but in no
event sooner than one ( 1 ) year after the Closing . The lease payment shall be one dollar
($ 1 . 00) per year.
10 . Demolition : The County has the right of entry onto the remainder of the property for
the purpose of and the right to demolish the house during the construction of CR 510 . Said
demolition shall occur no later than one year from the date of closing .
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IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the
date first set forth above .
SELLER : INDIAN RIVEkEOONTY , FLORIDA
r BOARD CP,COUNTYGOMMISSIONERS
By: V By
Tammy L . Vo el 80, L . : owden , Chairman
Date Signed : I11O Date Signed ; '�l '6cember 18 . 2007
Attest: J . K . Barton , Clerk
By FNA4zoa , c�, 'F\
Deputy Clerk
Date Signed :
&Aprovedas to for an g s i iency:
illiam K. beBraal
Deputy County Attorney
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i PARCEL 208 C.R. 510
PARCEL 109
313931D00003M00000160
BEING THE SOUTH 30. 00, FEET OF THE NORTH 70. 00 FEET OF THE
NORTH 290 FEET OF THE EAST 300 FEET OF THE WEST HALF OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 31 ,
TOWNSHIP 31 SOUTH . RANGE 39 EAST AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS :
COMMENCING AT THE NORTH QUARTER CORNER OF SECTION 311 TOWNSHIP
31 SOUTH . RANGE 39 EAST ; THENCE RUNNING ALONG _ THE NORTH LINE
OF THE NORTHWEST QUARTER OF SAID SECTION 31 NORTH 89 ' 42102 "
WEST . ( BEARINGS ARE BASED ON SAID NORTH LINE OF THE NORTHWEST
QUARTER OF SECTION 31 AND ALL OTHER BEARINGS SHOWN HEREON ARE
RELATIVE THERETO ) . 'A DISTANCE OF 668 . 49 FEET TO A POINT :
THENCE SOUTH 00024 ' 01 ' WEST. A DISTANCE OF 40 . 00 FEET TO A
POINT ON THE SOUTH RIGHT OF WAY LINE OF C . R . 510 ( WABASSO
ROAD ) AND THE POINT OF BEGINNING :
THENCE CONTINUING SOUTH 00024101 ° WEST , WITH THE EAST UNE OF
THE NORTH 290 FEET OF THE EAST 300 FEET OF THE WEST HALF OF
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION
31 , A DISTANCE OF 30 . 00 FEET TO A POINT : THENCE NORTH
89° 42 ' 02 " WEST . A DISTANCE OF 300. 00 FEET TOA POINT ; THENCE
NORTH 00. 24 ' 01 '" EASTr WITH THE WEST LINE OF THE NORTH 290 FEET
OF THE EAST 300 FEET OF THE WEST HALF OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF SAID SECTION 31 , A DISTANCE OF
30. DO FEET TO A POINT ; THENCE SOUTH 89. 42 ' 020 EAST. WITH SAID
SOUTH RIGHT OF WAY LINE OF C . A . 510 . A DISTANCE OF 300. 00
FEET TO THE POINT OF BEGINNING
NOTE : CONTAINING 9000 SQUARE FEET OR 0 . 207 ACRES $ ' MORE OR LESS .
THIS DESCRIPTION AND SKETCH IS NOT VALID UNLESS ALL SHEETS ARE INCLUDED .
ABBREVIATIONS d LEGEND
P . O . B . POINT OF BEGINNING OTR OUARTER
P . O . C . POINT OF COMMENCEMENT TWNSHP TOWNSHIP
O . R . B. OFFICIAL RECORD BOOK TIIF TRUSTEES OF THE
E% IST . EXISTING INTERNAL IMPROVEMENT FUND
SEC , SECTION PG PAGE
Q BASELINE LT , LEFT
FD FOUND RT . RIGHT
PI POINT OF INTERSECTION SOFT , SQUARE FEET
STA STATION RAW RIGHT OF WAY
C . R. COUNTY ROAD ACS. ACRES
COR . CORNER DELTA
Q PROPERTY LINE NOT A SURVEY
INDIAN i11YEN COUNTY
W16RY a sAr AISMII10
gI7 o RIGHT OF WAY PARCEL SKETCH
G. MAR IN BURDET7E . P. S. U. 4136 DATE : PARCEL 108 COUNTY ROAD 510
NOT VALID WITHOUT THE SIGNATURE AND " - ua. ""0i0 "
rilLYi . l
RAISED SEAL OF A fLOR1DA ' LICENSED !e
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EXHIBIT A
C.R. 510
PARCEL 208
WEST LINE OF THE NORTH 290 ' I c = c
OF THE EAST 300 ' OF THE - .y
WEST 112 OF THE HE OTR OF THE y :�
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NOT A SURVEY 40.00'(RT.I. . . .:.... .. &.. ..g . 31.31-39
BEARINGS SHOWN HEREON ARE BASED INDIAN RIVER COUNTY
ON THE FLORIDA STATE PLANE COORDINATE WIGNT GF WAY MAPPING
SYSTEM EAST ZONE NORTH AMERICAN RIGHT OF WAY PARCEL SKETCH
DATUM OF 1983/1999 READJUSTMENT, THE
NORTH LINE OF THE NN OTR PARCEL 208 COUNTY ROAD $IO
SECTION 31 , TOM'NSHIP 31t SOUTH. RANGE
39 EAST . BEARS N89.42002 '11 MAE
AND ALL BEARINGS SHOWN HEREON ARE Mlxt x ■•xm
- . RELATIVE THERETO
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L6114-123.dgn 07=712021 PM
WOODSIDE HOMES 2541 ntre Blvd., Suite 1
West Palmlm Beach • Florida • 33407
(561 ) 688-2020 s fax (561 ) 688-0909
SOUTHEAST FLORIDA www.woodsideflorida.com
i
Memorandum
Date: Wednesday, November 28 , 2007
To : Mr. Bill DeBraal, Esq.
Office of the County Attorney
Indian River County, Florida
From : Bill Handler, Woodside Homes
Fax(561 )688-0909 Voice(561 )688-2020 ext. 117
billh@woodsidegroupinc . com
RE : Vogel Residence, 510 Improvements
Dear Mr. DeBrall :
Upon review of Ms. Vogel 's home we did obtain a sketch of the home which does
appear accurate. The home appears to be 3118+/- square feet of living area, not
including porches, well house, car ports or other structures. Based on this, the property
conditions, existing trees, etc. we propose the following :
A new home of approx 3100 sf/ living area, with a 2 car garage, covered patio; all built
to today ' s codes.
The quote includes
• Specifications and Features equal to our single family homes in Trillium
• New septic system
Concrete block construction
• Dimensional shingle roof over plywood deck
• All new appliances including washer and dryer
• Ceramic Tile floors in foyer, kitchen, utility room and baths
CBC051145 www.woodsideflorida.com
FVis: IXC_VNr1_Owte11272Wp] / WNR
Ra. Data: I IPSU07 y EXHIBIT
Y
9
WOODSIDE HOMES 2541lmBeach0 ord, 033
_ West Palm Beech • Florida . 33407
SOUTHEAST FLORIDA (561 ) 688-2020 • fax (561 ) 688-0909
www.woodsideflorida.com
• Carpet in other living areas
• Kitchen cabinets with thermafoil doors, 42 " tall uppers and laminate tops
• Clearing of the area in question
Import fill for building pad
• Sod, irrigation and landscape around the building only (not entire property)
Total Cost: $318 , 750 .00
No allowance has been made for removal of the existing home, entry road or tum lane from CR 510.
Subject to soils having proper bearing capacity.
I am happy to provide additional information as needed. Please call me with any
questions my cell number is 561 -719-4410.
Sincerely,
Woodside Homes
Bill Handier
CaC-014225 Page 2 of 2
r1c: IRC V40_Q=cM72007.d
Rm, Dam ILPS
License # CRC057392
PROPOSAL
AMERON HOMES, INC
P . O . BOX 780874
SEBASTIAN , FL , 32978 - 0874
772 - 589 - 1299
SUBMITTED TO : TAMMY VOGEL DATE : 11/ 28 / 07
ADDRESS 7375 85" STREET-; VERO BEACH , FL 32967
PHONE 772 - 589 - 5622
WE HEREBY PROPOSE TO FURNISH ALL THE MATERIAL AND PERFORM ALL
THE LABOR NECESSARY FOR THE COMPLETION OF :
REPLACEMENT COST FOR HOME - CR510 ( 7375 85T STREET)
ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED , AND THE ABOVE WORK
TO BE PERFORMED IN ACCORDANCE WITH THE DRAWINGS AND SPECIFICATIONS
SUBMITTED FOR ABOVE WORK AND COMPLETED IN A SUBSTANTIAL WORKMANLIKE
MANNER FOR THE SUM OF :
( $298 , 500 . 00 )
WITH PAYMENTS . TO BE MADE :
PER BANK DRAW SCHEDULE OR CONTRACT DRAW SCHEDULE
ANY ALTERATION OR DEVIATION FROM ABOVE SPECIFICATIONS INVOLVING EXTRA
COSTS , WILL BE EXECUTED ONLY UPON WRITTEN ORDERS , AND WILL BECOME AN
EXTRA CHARGE OVER AND ABOVE THIS PROPOSAL . ALL AGREEMENTS CONTINGENT
UPON STRIKES , ACCIDENTS , OR DELAYS BEYOND OUR CONTROL . OWNER TO CARRY
FIRE, TORNADO AND OTHER NECESSARY INSURANCE UPON ABOVE WORK. . WORKMAN ' S
COMPENSATION AND PUBLIC LIABILITY INSURANCE ON ABOVE WORK TO BE TAKEN
OUT BY AMERON HOMES , INC .
THIS PROPOSAL MAY BE WITHDRAWN BY IIS IF NOT ACCEPTED WITHIN-10-DAYS ,
RESPECTFULLY SUBMITTED : ACCEPTED BY :
DATE OF ACCEPTANCE : TODD BROGNANO , VICE PRESIDENT
TAMMY VOGEL