HomeMy WebLinkAbout2008-034-, A
a�> _ =
L.
AGREEMENT TO PURCHASE AND SELL RQRJA ha
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made
and entered into as of the ,L day of by and between Indian River County, a
political subdivision of the State of Florida ("County"), and Oslo Venture LLC, a Florida Limited
Liability Company ("Sellers"), who agree as follows:
1. 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 known as OSLO 43RD PLAT LOT 3 PBI 18-8 see
attached Exhibit "A") County of Indian River, State of Florida and more specifically described on
Exhibit "A" attached hereto and incorporated by this reference containing approximately 2.54 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 (the "Purchase Price") for the parcel shall
be Four Hundred -Twenty Nine-Thousand-Eieht Hundred- 00/00 Dollars ($429,800.00). 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, however if this Agreement is not
approved by the County by January 8, 2008, Seller shall have the right to terminate this Agreement
upon written notice to the County.
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 as a retention pond ("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.
FAFngmcering\Roben Webb\0s10Ventue11o43dawPwchwe Contmtdoc
1
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 To the best of Seller's actual knowledge there are no existing or pending special assessments
affecting the Property, which are or may he 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 prior to the Closing Date and thereupon neither the Seller nor any other person or parry 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. Closin¢.
6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take
place within fifteen (15) 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) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to 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.
FAEngineering\Robert WebbUsloVenhue11c43davePurchase Cmhact.doc
2
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 prior
to closing.
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.
7.2 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.
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.
F:Tnginaning\Robert Webb'Os1oVwkm11c43d"cPurchm Conhwuloc
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, as follows:
If to Seller: Oslo Venture. LLC.
1120 So. Federal Highway
Suite # 200
Delray Beach, FL 33483 561-278-3100
If to County: Indian River County
1801 27a' Street, Vero Beach, FL 32960
Attn: Land Acquisition Bob Webb 772-226-1620
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, 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. Counteroarts. This Agreement may be executed in two or more counterparts, each one of
which shall constitute an original.
8.9. County Approval Required: 'Mis Agreement is subject to approval by the Indian River County
as set forth in paragraph 2, on or before January 8, 2008.
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, Seiler 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 (5n/o) percent of the
beneficial interest in Seller.
FAEngineeringWobert Webbl0s1oVentm]1c43dmPorcbase Conbectdoc
4
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth
above.
OSLO Venture, LLC, a Florida Limited
Liability Company
By: Retail Concepts, Inc., its managing member
Q;Ji!M501ng*r,j�wenr
Date Signed:•
FAEngineeringUtobert WebM0s1oVmt=jJe43davePwchase Cmu-da.doc
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
smiidra L , &uk1�i,M,��"trn>an
Date SigtT d: February 5
Attest: J 11c., B Vn, Clerk -`n'
By:
Deputy Cly
Date Signed: �i , Zc) old
Bl�
Josep A. Baird, CountyAdministrator
Date gned: \ cv
County Attorney
ExN)t3ir 'A
0
i,
r.
FE