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Home My WebLink About2008-001AAGREEMENT TO PURCHASE AND SELL REAL ESTATE BETWEEN JOANNE L. DOWLING AND INDIAN RIVER COUNTY THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 8th day of January , 2008, by and between Indian River County, a political subdivision of the State of Florida ("the County"), and JoAnne L. Dowling ("Seller"), who agree as follows: WHEREAS, JoAnne L. Dowling owns property located at 4660 67th Avenue, Vero Beach, Florida. A sketch and legal description of the property is attached to this agreement as Exhibit "A" and incorporated by reference herein except that the size of the property is not 34,854 square feet and is actually 31,799 square feet; and WHEREAS, the County, is scheduled to expand 66th Avenue in the near future and the road expansion will impact and affect JoAnne L. Dowling'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 66`h Avenue; and WHEREAS, the County has contacted Seller and has offered to purchase a 31,799 square foot (.73 acre) parcel of property from JoAnne L. Dowling to be used as right-of-way as depicted on Exhibit "A" (the Property); and WHEREAS, JoAnne L. Dowling 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, Seller 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 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 4660 67th Avenue, Vero Beach, Florida. and more specifically described in the sketch and legal description attached as Exhibit "A", containing approximately.73 acres, and all 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 ("Purchase Price") for the Property shall be established by an appraisal to be performed by an M.A.I. appraiserwithin All Real Estate Appraisals who is mutually agreed upon by the parties pursuant to the terms of the letter dated November 13, 2007 from Robert K. Babcock, M.A.I. to attorney William K. DeBraal attached as Exhibit "B". Upon receipt of the Appraiser's Final Report, the County shall pay and Seller shall accept the appraised value of the Property 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 except as noted in Exhibit "A"; 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. 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. 2 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. 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 prior to 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 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 or foreign 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 Seller 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 $ 4,000.00 or 7% of the purchase price, which ever is greater. 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. 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 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 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: JoAnne L. Dowling 466067 th Avenue Vero Beach, FL. 32967 If to Seller's Attorney: Raymer F. Maguire III Fixel, Maguire & Willis 1010 Executive Center Dr., Suite 121 Orlando, FL 32803 If to County: Indian River County 184025 th 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 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. 5 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. 8.11 Grandfather Clause: The County agrees to allow Seller to use the remainder of Seller's property, even though it is less than 5 acres, to construct a dwelling unit. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. SELLER: By: Oa' JoAnne L. Dowling Date Signed: / iL - I-1'07 Approved as to form and legal sufficiency: William K. DeBraal Deputy County Attorney INDIAtdiftl 'I'litDUNTY, FLORIDA BOARD OF COUNTY COMMISSIONERS Sandra L.'Bowden, Chairman Date Signed: January 8 2008 Attest: J. K. Barton, Clerk By ANA� � a V\ a.� Deputy Clerk Date Signed: \ - \O — Dg SKETCH TO ACCOMPANY DESCRIPTION. THIS IS NOT A SURVEY! I OCATION IAP: NOT TO SCALE 14 BEARINGS SHOWN HEREON ARE BASED 13 c' ----------- 57th , T° w 53rd t I 17 e ie , St. to Cona •__- IR _ 1 ASSUMED TD BEAR NORTH 00'08110" FIST. • __— o` -- 40 49th t 20 < 21 221:5: 23 0 C2400 ;. :u ::.._.... WITH THE PREPARATION OF THE INFORMATION SHOWN PROFESSIO L LAND SURVEYOR AND MAPPER PROFEE�NO. .... ....::.... FMorti I ... L KingvDT wT 4LAN STATE OF FLORIDA /SSTRACTED FOR RESTRICTIONS, RIGHTS-OF-WAY AND DATE: 12/6/06 EASEMENTS OF RECORD. L. I. 45tj S, •_: �j DEUMITED ARE BF PM Gi 411 �•'S.Giffor Rd.. 27 26 SHEEP mu • 6 ARCADIS 3o 7 26 2e --•� BEJ Barber A ADDITIONAL R/iY PROJECT Wim CRAM NUMBER ARC#DIS U.S., Inc. WPOO1053 1053SD1S 2001 Vida P„k„y To:J501697I600 F¢I561107-7751 .. ,o.., w,m n...h cw:,a xv„ wwir Qd vs.mm SHEET I OF 2 LEGAL DESCRIPTION: PARCEL 114 OWNER: JO -ANN L. DOWLING A PORTION OF LAND BEING THE WEST 102.00 FEET OF THE EAST 112:00 FEET OF LOT 1, LATERAL 'A' SUBDIVISION, P.D., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 15, PAGES 1 AND IA, ftMA.RECORDS, INDIAN RIVER COUNTY, FLORIDA, ALL SAID LANDS LYING WITHIN SECTION 19, TOWNSHIP 32 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, CONTAINING 340854 SQUARE FEET OR 0.80 ACRES, MORE OR LESS ALL BEARINGS SHOWN HEREON ARE BASED ON THE EAST LINE OF SECTION 19, TOWNSHIP 32 SOUTH, RANGE 39 EAST, PALM BEACH COUNTY, FLORIDA, SAID UNE IS ASSUMED TD BEAR NORTH 00'08110" FIST. SUBJECT TO EASEMENTS, RESTRICTIONS AND RIGHTS-OF-WAY OF RECORD. CERTIFICATI013: I HEREBY CERTIFY THAT THE DESCRIPTION AND ATTACHED SKETCH OF DESCRIPTION WERE PREPARED IN ACCORDANCE WITH THE SURVEYING STANDARDS, CHAPTER 61617-6, FLORIDA ADMINISTRATIVE CODE, AS SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL SURVEYORS k MAPPERS, PURSUANT TO SECTION 472.027, FLORIDA STATUTES, AND IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF, UNLESS R BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER, THIS LEGAL DESCRIPTION AND SKETCH IS FOR INFORMATIONA OSES ONLY AND IS NOT VAUD. EXHIBIT A NOTE: THIS NOT A SKETCH SURVEY, BUT ONLY A GRAPHIC DEPICTION OF THE PI S DESCRIPTION SHOWN HEREON. ww- THERE HAS BEEN NO FIELD WORK, VIEWING OF THE SUBJECT PROPERTY, OR MONUMENTS SET IN: CONNECTION P WITH THE PREPARATION OF THE INFORMATION SHOWN PROFESSIO L LAND SURVEYOR AND MAPPER PROFEE�NO. HEREON. NOTE: LANDS SHOWN HEREON WERE NOT 4LAN STATE OF FLORIDA /SSTRACTED FOR RESTRICTIONS, RIGHTS-OF-WAY AND DATE: 12/6/06 EASEMENTS OF RECORD. P"Cf wr.Wm KV DEPAROAN1 MWICER Kv SCAMCx[n® 10 a0' BF PM N SHEEP mu DATE: DRk" BY ARCADIS $ f2/6 BEJ ADDITIONAL R/iY PROJECT Wim CRAM NUMBER ARC#DIS U.S., Inc. WPOO1053 1053SD1S 2001 Vida P„k„y To:J501697I600 F¢I561107-7751 .. ,o.., w,m n...h cw:,a xv„ wwir Qd vs.mm SHEET I OF 2 EXHIBIT A SKETCH TO ACCOMPANY DESCRIPTION. THIS IS NOT A SURVEY! EXHIBIT "A" - 130' LATERAL A" CANAL INDIAN RIVER FARMS CO. PLAT OF LANDS L P.B. 2, PG. 25 _ EAST LINE OF SECTION 19-32-39 STA: 272+03.75 STA: 268+92.56 OFFSEL 19.00 R OFFSET: 19.00 R — — _ WEST R/W LINE — — — — — —OF LATERAL *A" )4 - 661h AVENUE (C.R. 615) 272+00SWDB'10'W 311.20' 311.30'(P)- - - `- 273+00 a 271+00 270+00 o O Icro g e n w OC 10' R/W PER PLAT OF 1 14 . N + `� n N LATERAL `A" SUSDMSION, P.D. O " Ee'3z<mO--P_B. 15, PG. 1, LR.C.R-----1— Z' N - c woou; o.� {n �� Lo N00'08'10'E 311.20' �{ p n O R o = 0 It 10' LAE. PER PLAT OF o N a IO W LATERAL "A" SUBDIVISION, P.D. N c 3 6 a P.B. 15, PG. 1, I.R.C.R. +ri b zz o g ULTIMATE WEST R/W LINE trim +n d N �Ci LOT 1 o LATERAL "A" SUBDIVISION, P.D. r 4660 67th AVENUE n in to VERO BEACH, FL., 32967 I �e PID: 32391900002000000001.0 SCALE 1" 80' O:R.B. 1547, PG. 1521 = LEGEND._ ----------- 206.71' _ L.A.E. - LIMBED ACCESS EASEMENT P.O.C. - POINT OF COMMENCEMENT N I P.O.B. - POINT OF BEGINNING P.B. - PLAT BOOK ! PG. - PAGE I PID - PARCEL INDENTIFICAMON L - - - - _ - - - - - NUMBER R/W - RIGHT-OF-WAY _ 311.20' S.LC.R. - ST. LUCIE COUNTY MARCADIS `� �' " 06 Pi Dw mu s%a/as � of gg - ARCADIS U.S,k Inc. 5 ADDITIONAL R/W Pwm wins mvmw MAW p. 2081 VistaPuk*w 701:15811607-7000Fzc(561)07-7751 WPOD1053 1053SD15 rk.mlav« WMr.wtl6ts.can SHELL 2 to 2 November 13, 2007 Indian River County 1840 25th Street Vero Beach, FL 32960-3328 Attn.: Mr. William K. DeBraal, Esquire RE: Fee proposal for JoAnne Dowling, 67" Avenue, Vero Beach, FL 32967 Dear Attorney DeBraal: All Real Estate Appraisals is pleased to offer a fee proposal to provide appraisal services relating to the above referenced property. Based upon discussions with Raymer F. Maguire, III, Esquire, the anticipated compensation is to be predicated upon appraisal evidence supporting: 1. The market value of the land and contributory value of improvements, if any, acquired for the roadway improvement. This firm would provide evidence to support the land value and estimated contributory value of any improvements within the proposed right of way acquisition. It Is noted that the existing single family residence Is situated along 671h Avenue, while the acquisition is along 66'" Avenue. The acquisition appears to be situated about 256.97 feet east of the rear of the existing residence. Therefore, no severance damages associated with a loss of yard utility are anticipated for this property. The fee to provide appraisal services for this property would be $3,000. We understand that time Is of the essence in this situation and would provide delivery of the completed appraisal within six weeks from the date of authorization. if you have any questions, please contact me at your convenience. Sincerely, ALL REAL ESTATE APPRAIISALS Robert K. Babcock, MAI Stale -Certified General Appraiser RZ 990 Appraisers ♦Consultants • Reattors® 1010 Executive Center Drive, Suite 132 Orlando, Florida 32803 Phone: 407.895.9999 Fax: 407.895.9998