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Home My WebLink About2003-179 AGREEMENT TO PURCHASE AND SELL REAL ESTATE 03 - lei THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the 22ndday of July , 2003 , by and between Indian River County, a political subdivision of the State of Florida (" County") , and Oslo Venture, LLC, (" Seller") , 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 located at 4250 Oslo Road, County of Indian River, State of Florida and more specifically described on Exhibit "A," containing approximately 10 , 305 . 70 square feet, or approximately . 24 acre , 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 Property shall be Ten Thousand, Three Hundred Five Dollars and Seventy Cents ($ 10,305 . 70) . 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. Note : See Addendum to Agreement To Purchase And Sell Real Estate . 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 from using the Property as a right of way. 3 . 2 County may order an Ownership and Encumbrance Report with respect to the Property. County shall, within thirty (30) days from either, receipt of the Ownership and Encumbrance Report, or execution of this contract by all parties (whichever occurs last) 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 may 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 . 1 F :\Public Works\Capital Projects\Oslo - 43rd Avenue\Right-of-Way\OsloVentureContract-Zengage.OsloRdROW6. 17 . 03 .doc 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 party 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 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 . County will provide the standard closing documents . County will pay recording fee and documentary stamps on the deed . 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 2 F :\Public Works\Capital Projects\Oslo - 43rd Avenue\Right-of-Way\OsloVentureContract-Zengage.OsloRdROW6. 17.03 .doc 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 having jurisdiction over the Property. If the 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 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: Oslo Venture, LLC 75 N. E . 6th Avenue , Suite 214, Delray Beach, FL 33483 Attn : Jim Zengage If to County: Indian River County 1840 25th Street, Vero Beach, FL 32960 Attn : William M . Napier, Public Works Dept . Either party may change the information above by giving written notice of such change as provided in this paragraph. 3 F :\Public Works\Capital Projects\Oslo - 43rd Avenue\Right-of-Way\OsloVentureContract-Zengage.OsloRdROW6. 17 .03 .doc 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 party shall bear its own attorney' s fees , costs and expenses . 8 . 8 . Counterparts . 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 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 . OSLO VENTURE, LLC , a Florida limited INDIAN RIVER COUNTY, FLORIDA Liability company BOARD OF COUNTY COMMISSIONERS By: Retail Concepts, Inc . , a Florida Corporation, its Managing Member By L By im a ag , President eth . Macht, Chairman Date Signed : 3 )0's Date Signed : July 22 , 2003 Attest : J . K. Barton, Clerk APPROVED . By: .. ounty Administrator &AL AS TO FOF :\Public Works\Capital Projects\Oslo - 43rd Avenue\Right-of-Way\OsloVentureContract-Zengage . OsloRdROW6SUF (� MARIAN E . FeLL ASSISTANT COUNTY ATTORNEY r Deputy Clerk By: e�l / William M . Napier, SRPfA, SRA, County Right-of-Way Agent Date Signed : " 7, 2oo3 OsloVentureContract.0sloRdROW .4- 1 -03 ADDENDUM TO AGREEMENT TO PURCHASE AND SELL REAL ESTATE Between Indian River County and Oslo Venture, LLC The following items are a part of the Agreement to Purchase and Sell Real Estate 1 ) An 8 -inch water main stub-out to the proposed right-of-way line will be provided at the eastern property line of the Property no later than March 31 , 2004 . The location shall be coordinated between the County and the Seller. Water main stub out installation to be accomplished by the County, at the County' s expense . 2) A 4-inch force main stub-out to the proposed right-of-way line will be provided near the eastern property line no later than March 31 , 2004 . The location shall be coordinated between the County and the Seller. Force main stub out installation to be accomplished by the County, at the County' s expense . 3 ) The proposed westbound right-turn lane associated with the Oslo Road and 43 `d Avenue intersection widening improvements will be extended east to accommodate the storage length required for access to the subject property. Construction of the extended right turn lane will be included in the Oslo Road/43 `d Avenue Intersection Improvements . 4) The westbound left-turn lane at 43 `d Avenue will contain bi -directional arrows to allow eastbound, left-turn into the subject property. The bi-directional arrows will be included in the construction of the Oslo Road143 `d Avenue Intersection Improvements 5 ) The acquired property and temporary construction easement shall be cleared, graded, and sodded no later than March 31 , 2004, by the County at the County's expense . 5 F :\Public Works\Capital Projects\Oslo - 43rd Avenue\Right-of-Way\OsloVentureContract-Zengage.OsloRdROW6. 17 .03 .doc J UL-4�7-LCIYJJ 1 G • VJD JO l e r �f J 177 r . Vez Cie b) A "License for Use of County Right of Way" will be executod between Indian River County and Oslo Venture LLC which will allow the Seller 9 jA/�l►M'� to place one ( 1 ) montmtent sign on the acquired right of ways `s�o enttu' fI`C""* receives a permit from Indinn River County for a second monument sign on the Property, a second license for "Use of County Right of Way" will W executed between Indian River County and Oslo Venue LLC , which will allow the Seller to place the monument sign on the acquired right ofwary. The license( S ) aro 'fo b& tjmast " only uat. l such timet as The Ingot-o}wWay is r+egair`d ftwa ~C 0 .51D A" W: de.,: "so Tfeem is an Aontia.l Fee of CMOo , p11U dr ,Ga6Jc SaleJ7^my fZDreach << Ceose . 7) Indian River County will coordinate proposed power pole location with utility proved Wi so that it will trot conflict with the proposed entrance road into the subject Property. 8 ) Indian River County acknowledges that the price paid by the County for the Right of Way is based on the value of the RM-3 zoned land to the north that the commercial zoning will replace. 'Phis entitles the Seller to apply to the Indian River County Community Development for an increase in the depth of the commercial zoning line 38 feet to the north which is the same distance of right-of-way the County is acquiring. 9) Indian River County will ensure that the acquired Property will always remain m a sodded condition until road construction is necessary and guarantee that there will never be anything planted other than sod (i . e. no trees or shrubs) and that the commercial property owner may maintain right-of--way if the County fails to do so. 10) Indian River County will ensure that the acquired Property will never have anything constructed on it which would block visibility to the commercial property other than what is customarily constructed during roadway expansion, bridge consbuction and intersection signalization. and that the acquired Property will never be a staging arca for equipment, trailers or material other than what is necessary during the construction of the Oslo Road and 43rd Avenue Intersection Improvements . I i ) Items 3 through 5 will be included in the cornstmcdon of the Oslo Road and 43ie . Indian River County Approved is Administration sudget Coo Atlarmy Risk monevemest Oepsrlmant � to � Division �3 6 F;%Pvbiic w~Capial hvjem%chic • Ord wven�e�R;shrof wsr�bven:weContrm•zen�{�.os�oltRl�w6. t 7 .0) dx TOTAL P . 02 � 0 4Q 4 A zl SKETCH OF RIGHT Ooh WY COUSMONN PART OF THE WEST 10 . 71 ACRES OF TRACT 13, o SECTION 22, TOWNSHIP 33 SOUTH, RANGE 39 EAST o Lu Lu I REFERENCE: BOUNDARY SURVEY BY CARTER ASSOCIATES, INC. TZ0 PROJECT No . 01 - 95E, DWG # 16335 C, DATED DECEMBER 20, 2001 . o Ci z WEST 10. 71 ACRES W 100' OF TRACT 13 =' OF TRACT 13 SECTION 22 - 33-39 (D.B. 2, PG. 536) w w ao w to` 50' ADDITIONAL R/W rn .- ' o a, PER PLAT OF ARBOR TRACEo "0 Q (P.S. 16. PG. 1 - 1 E) I bo 0 0 0 c o S 89'37'31 " E z V Q 25' RESERVED FOR ROAD rn z o �\ 250. 61 ' (P. B. 2 . PG. 25 ST. LUCIE CO. P. R. ) I N � \ o�PARCEL TO BE ACQUIRED Z } m I `^M� 650 ' � a \\ 195.61 �\ a o M 25' RESERVED FOR ROAD , . 3 I� 62 / NOT INCLUD n W Q (P.B. 2, PG. 25 ST. LUCIE CO. P.R.) (O.R.B. 1426. PC; 1849 M — — -- f 250. 61' m O 9'37 1 E (O bridge N co � —Y NO IN LU N S 50OF W 10.71 ACRES C) FOUND RAILROAD SPIKE (o.R.B. z42 , Pc. ash IN CUT OUT IN PAVEMENT GL f 3 NO IDENTIFICATION I$> tf' t L OSLO ROAD - 9th STREET SW SW TOWN �HIPE33SSOUGH 22 I I tBLATERAL B-' > - ROAD 606) m RANGE 39 EAST (80 FEET WIDE RIGHT-OF-WAY PER R/W PLANS SECTION #88601 ) w N 1183056 . 1 3 E a40583 . 3 - PREPARED BY - It CARTER ASSOCIATESs INC . CK . BY FSC PROJ . # 01 - 95E CONSULTING ENGINEERS AND LAND SURVEYORS a DATE 3/ 28/ 03 DWG . # 16858 - A 1708 21ST STREET 772- 562-4191 TEL c%j SHEET 1 OF 2 VERO BEACH, FLORIDA 32960 -3472 772 - 562 - 7180 FAX DESCRIPTION OF RIGHT-OF-WAY ACQUISITION: THE SOUTH 130 .00 FEET OF THE WEST 10 . 71 ACRES OF TRACT 13 , SECTION 22, TOWNSHIP 33 SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF INDIAN RIVER FARMS COMPANY, AS FILED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT OF ST. LUCIE COUNTY, FLORIDA, IN PLAT BOOK 2, PAGE 25 ; SAID LAND NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA LESS THE WEST 100.00 FEET THEREOF AND LESS AND EXCEPT THOSE CERTAIN PARCELS FOR ROAD RIGHT-OF-WAY AS DESCRIBED IN OFFICIAL RECORD BOOK 142, PAGE 498 AND OFFICIAL RECORD BOOK 1426, PAGE 1849+, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA . CONTAINING: 10,305 .70 SQUARE FEET, MORE OR LESS. SURVEYOR' S NOTES : 1 . UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA �. LICENSED SURVEYOR AND MAPPER, THIS DRAWING, SKETCH, PLAT OR MAP IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VALID. ADDITIONS OR DELETIONS TO THIS SURVEY MAP OR REPORT BY OTHER THAN THE SIGNING PARTY OR PARTIES IS PROHIBITED WITHOUT WRITTEN CONSENT OF THE SIGNING PARTY OR PARTIES. X 2 . THIS FIRM AND/OR PROFESSIONAL SURVEYOR AND MAPPER MADE NO SEARCH OF THE w z PUBLIC RECORDS FOR EASEMENTS, RESERVATIONS, ABANDONMENTS , RESTRICTIONS AND / OR RIGHTS-OF-WAY. 3 . NO FOUNDATIONS OR UNDERGROUND UTILITIES HAVE BEEN FIELD LOCATED PER THIS SURVEY, UNLESS OTHERWISE NOTED. N 4. BEARINGS SHOWN HEREON ARE BASED ON THE NORTH AMERICAN DATUM OF 1983 , M 0 ADJUSTMENT OF 1990 (NAD 83/90) . I �- 0 N co N 5 . NO FIELD WORK WAS PERFORMED TO DELINEATE LIMITS OF RIGHT-OF-WAY ACQUISTION. ' M FRANK CUCCURESE , 0 3 6 . THIS MAP IS A SKETCH OF RIGHT-OF-WAY ACQUISITION ONLY. NO BOUNDARY SURVEY FLOR DA REG . 4765 ' WAS PERFOMED AT THIS TIME . REFERENCE: BOUNDARY SURVEY BY CARTER ASSOCIATES, CART ASSOCIATE NB 205 m INC . PROJECT No . 01 -95E, DWG # 16335 C, DATED DECEMBER 20, 2001 . TURE DATE x w 3 - PREPARED BY - ICARTER ASSOCIATES , INC . ' CK . BY FSC PROJ . # 01 - 95E CONSULTING ENGINEERS AND LAND SURVEYORS ClDATE 3/ 28/03 DWG . # 16858 - A 1708 21ST STREET 772 -562 - 4191TEL SHEET 2 OF 2 VERO BEACH, FLORIDA 32960 - 3472 772 - 562- 7180 (FAX