HomeMy WebLinkAboutKey VacaAGREEMENT FOR SALE AND PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this
9th
day of
Ju 1 y , 1997, by and between the Florida Keys Electric Cooperative Association,
Inc., a non-profit Florida corporation (hereinafter "Seller"), for themselves, their heirs, executors,
administrators, successors and assigns, and the Monroe County Board of County Commissioners
(hereinafter, "Monroe County") acting by and through the Mayor of Monroe County.
WITNESSETH:
In consideration of ten dollars ($10.00) in hand, paid by Monroe County, the receipt of which
is hereby acknowledged, the Seller agrees to sell to Monroe County certain lands upon the
terms and conditions hereinafter set forth, and for the price of three hundred thousand
dollars and 00/100 ($ 300,000.00) for all of the lands and other interests, which lands shall
include all tenements, hereditaments, together with all water and other rights, easements and
appurtenances thereunto belonging, owned by them, situate and lying in the County of
Monroe, State of Florida, more particularly described as follows; to -wit:
See Attachment A -
RE # 104190
2. The Seller agrees that it has full right, power and authority to convey, and that if will- convey
to Monroe County the fee simple title together with legal and practical accessliereto clear,
free and unencumbered, except subject to the following easements or reservations:
Existing easements for canals, ditches, flumes, pipelines, railroads, public highways and
roads, telephone, power transmission lines and public utilities.
Seller shall convey a marketable title subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein. Marketable title shall be determined according to
applicable title standards adopted by authority of the Florida Bar and in accordance with law.
Monroe County shall have sixty (60) days from receipt of an acceptable environmental site
assessment in which to examine title. If title is found defective, Monroe County shall, within
this specified time period, notify Seller in writing specifying the defects. If the defects render
title unmarketable, the Seller will have one hundred twenty (120) days from receipt of notice
within which to remove the defects, failing which Monroe County shall have the option of
either accepting the title as it then is or rescinding the contract herein; thereupon Monroe
County and the Seller shall release one another of all further obligations under this
agreement. The Seller will, if title is found unmarketable, use diligent effort to correct
defects in title within the time provided therefore, including the bringing of necessary suits.
3. The Seller further agrees not to do, or suffer others to do, any act by which the value or title
to said lands may be diminished or encumbered. It is further agreed that if the improvements
are damaged by fire or other casualty before delivery of the deed and can be restored to
substantially the same condition as now existing within a period of 60 days thereafter, Seller
may restore the improvements and the closing and date of delivery of possession hereinafter
provided shall be extended accordingly. If Seller fails to do so, Monroe County shall have
the option of (1) taking the property as is, together with the insurance proceeds, if any, or (2)
canceling the contract and the parties shall be released of any liability hereunder.
4. The Seller will execute and deliver at closing of title a good and sufficient warranty deed
conveying to Monroe County good and marketable title to the said lands.
5. In consideration whereof Monroe County agrees that it will purchase all of said lands and
other interests at the price of $ 300,000.00. Monroe County further agrees that, after the
preparation, execution, and delivery of the deed, and after the legal counsel of Monroe
County shall have approved the title to be vested in Monroe County, it will cause to be paid
to the Seller the purchase price by a check drawn on the account of Monroe County. Monroe
County shall pay the following expenses associated with the conveyance of the property:
settlement fees, abstract fees, title examination fees, recording fees, the Buyer's attorney fees
and title insurance, as well as the pro-rata share of prepaid real property taxes allocable to the
period subsequent to the vesting of title in Monroe County, or the effective date of possession
of such real property by the same, whichever is earlier. The Seller shall pay the expenses of
documentary stamps to be affixed to the deed (if applicable). Full possession of the premises
shall pass to Monroe County as of the date payment is made to the Seller subject only to the
reservations stated in Section 2 above.
6. It is mutually agreed that an abstract, title insurance policy or other evidence of title to .the
property herein contracted to be sold, satisfactory to the legal counsel of Monroe County will
be obtained by Monroe County at its expense. The Seller expressly agrees herein to furnish
Monroe County any documents in Seller's possession establishing evidence of title including,
but not limited to, abstracts, title commitments, title policies and opinions of title.
7. Seller makes no warranties, express or implied, as to the condition of the property or the
improvements located thereon. Monroe County acknowledges and agrees that the property
shall be transferred in an "as is" condition as such condition exists as of the effective date of
this agreement, subject to:
a) reasonable wear and tear;
b) Monroe County's right to rescind this agreement as specified elsewhere in this agreement;
and
c) Seller's responsibility to remove any trash and debris on the property prior to closing.
8. It shall be the obligation of the Seller to pay all taxes and assessments outstanding as liens at
the date title vests of record in Monroe County.
9. It is understood and agreed that this contract shall not be assigned without the mutual consent
of the parties.
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10. It is mutually understood and agreed that all notices pursuant to this agreement shall be given
to the Seller by mail at the following address:
Nicholas W. Mulick, Esq.
Beckmeyer & Mulick
Islamorada Professional Building
81990 Overseas Highway, Suite 201
Islamorada, FL 33036
11. It is mutually understood and agreed that all notices pursuant to this agreement shall be given
to Monroe County by mail at the following address:
Mark Rosch
Monroe County Land Authority
3706 North Roosevelt Boulevard, Suite I
Key West, FL 33040
12. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
13. The effective date of this agreement shall be the date when the last one of the Seller and
Monroe County has signed this agreement.
14. Monroe County shall have sixty (60) days from the effective date of this agreement in which
to conduct an environmental site assessment to determine the existence and extent, if any, of
any hazardous materials on the property. For the purposes of this agreement, "hazardous
materials" shall mean any hazardous or toxic substance, material or waste of any kind or any
other substance which is regulated by any environmental law.
15. Seller hereby grants to Monroe County and its designees the right to enter upon the property
and to perform such reasonable tests, engineering studies, and other studies and inspections,
including, but not limited to, hazardous waste, asbestos and toxic substance testing, which
Monroe County deems necessary or relevant in its sole judgment to its determination of
whether or not to acquire the property. All such entries shall be at the risk of Monroe
County. Monroe County agrees to repair or restore promptly any damage to the property
caused by Monroe County, its agents and contractors. Upon completion of Monroe County's
investigations and tests, the property will be restored to substantially the same condition as it
existed before Monroe County's entry upon the property. This paragraph shall survive the
closing of this transaction.
16. Monroe County agrees to indemnify, defend, and hold harmless Seller from and against any
liability, damages, or expenses (including attorney's fees and court costs at trial and all
appellate levels) as a result of claims by third parties against Seller arising out of
performance of any such inspections or investigations by Monroe County. Notwithstanding
anything to the contrary contained in this contract, the provisions of this paragraph shall
survive the closing and any cancellation or termination of this contract.
97
17. At any time prior to expiration of the inspection period, Monroe County may notify Seller in
writing of its intention not to proceed with this transaction. In the event Monroe County
decides not to proceed and gives Seller written notice of its intention not to proceed with this
transaction prior to expiration of the inspection period, this agreement will be deemed
rescinded.
18. This transaction shall close on or before sixty (60) days following either the expiration of the
inspection period or Monroe County's written waiver of the inspection contingency.
19. In the event Monroe County has not delivered written notice of cancellation before the
expiration of the inspection period, then Monroe County's rights hereunder to cancel this
contract shall expire. In the event Monroe County timely elects to cancel this contract during
the inspection period as permitted above, and as consideration for Seller granting Monroe
County the right to cancel this contract, Monroe County shall deliver to Seller with the notice
of cancellation true copies of all studies, surveys, plans, investigations and reports obtained
by or prepared for Monroe County in connection with Monroe County's investigation of the
property.
20. This agreement is initially transmitted to the Seller as an offer. If this agreement is not
executed by the Seller on or before July 9, 1997, this offer will be void unless Monroe
County, at its sole option, elects to extend this offer.
IN WITNESS WHEREOF, the Seller has hereunto signed its name and affixed its seal on the day
first above written, with the understanding that this agreement is subject to approval by Monroe
County.
Florida Keys Electric Cooperative Association, Inc.
a non-profit Florida corporation
By:
AQ��A
t
1997
The acting by and through its Mayor, has executed this agreement on behalf of the Monroe
County Board of County Commissioners this / i t h day of Ue pz e S er , 1997.
LJGpUIy k-lerK
MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS
Kelth Doi
6 Z,,
tewNy k v-"-, �
4
Attachment A
That tract of land in a part of Government Lot 2, Section 6,
Tuwnship 66 South, Range 33 East, on Key Vaca, Monroe
County, Florida, and being more particularly described by
metes and bounds as follows:
Commencing at the Southwest Corner of "STIRRUP KEY BIGHT''
a subdivision being recorded in Plat Book 3, Page 168 of the
Public Records of Monroe County, Florida, said corner also to be
known as the Point of Beginning of the tract of land hereinafter
described, bear South 67 degrees and 51 minutes West along the
northerly right-of-way line of Aviation Boulevard for a distance
of 200. 00 feet to a point; thence bear North 22 degrees and 09 minutes
West for a distance of 400 feet, more or less, to a point on the shore-
line of the Bay of Florida; thence meander th shoreline of the Bay of
Florida in an easterly direction for a distance of 215 feet, more or
less, to a point which is 200 feet, measured at right angles to the
preceding course, said point also being at the Northwest Corner of
said "STIRRUP KEY BIGHT SUBDIVISION' thence bear South 22
degrees and 09 minutes East along the Westerly line of "STIRRUP
KEY BIGHT SUBDIVISION' for a distance of 340 feet, more or less,
back to the point of beginning.
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