Crawl KeyAGREEMENT FOR SALE AND PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this 1 'k tb� day of
"m%AA-11" , 1997, by and between the Monroe County Board of County
Commissioners (hereinafter, "Monroe County") acting by and through the
Mayor of Monroe County, and the Florida Keys Electric Cooperative
Association, Inc., a non-profit Florida corporation, (hereinafter, "FKEC"), for
themselves, their heirs, executors, administrators, successors and assigns,
WITNESSETH:
1. In consideration of ten dollars ($10.00) in hand, paid by FKEC, the
receipt of which is hereby acknowledged, Monroe County agrees to sell
to FKEC certain lands upon the terms and conditions hereinafter set
forth, and for the price of Fifty thousand dollars and 00/100 ($50,000)
for all of the lands and other interest 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:
A parcel of land located in a part of Government Lot 3, Section
26, Township 65 South, Range 33 East, CRAWL KEY, Monroe
County, Florida, being more particularly described as follows:
Commencing at the intersection formed by the Northwesterly right
of way line of Old State Road 4A with the Northwesterly
projection of the centerline of Banana Boulevard, as per
ECSTASY SECTION "A", according to the Plat thereof, as
recorded in Plat Book 2, at Page 92 of the Public Records of
Monroe County, Florida, thence bear North 67 degrees Q4 migtes
07 seconds East along the said Northwesterly right of way line of
Old State Road 4A for a distance of 759.54 feet, thence ear
North 22 degrees 55 minutes 53 seconds West for a di4ance- of
76.14 feet to the Point of Beginning bear North 09 degrees032
minutes 37 seconds West for a distance of 200.00 feet, thace ar
N 67 degrees 10 minutes 57 seconds East for a distance g 15N00
feet, thence bear South 09 degrees 32 minutes 37 seconds East for
a distance of 200.00 feet, thence bear South 67 degrees 10 minutes
57 seconds West for a distance of 150.00 feet back to the Point of
Beginning. Said parcel containing 29,198.49+/- sq. ft., or 0+670
acres, more or less.
2. Monroe County agrees that it has full right, power and authority to
convey, and that it will convey to FKEC the fee Simple title together
with legal and practical access thereto 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.
Monroe County 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. FKEC shall have thirty (30) days from receipt of necessary
governmental approvals for development of a utility facility on the
property in which to examine title. If title is found defective, FKEC
shall, within this specified time period, notify Monroe County in writing
specifying the defects. If the defects render title unmarketable, Monroe
County will have one hundred (120) days from receipt of notice within
which to remove the defects, failing which FKEC shall have the option
of either accepting the title as it then is or rescinding the contract herein;
thereupon FKEC and Monroe County shall release one another of all
further obligations under this Agreement. Monroe County 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. Monroe County 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, Monroe County may restore the improvements and the
closing date and date of delivery of possession hereinafter provided shall
be extended accordingly. If Monroe County fails to do so, FKEC shall
have the option of (1) taking the property as is, together with the
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insurance proceeds, if any, or (2) cancelling the contract and the parties
shall be released of any further liability hereunder.
4. Monroe County will execute and deliver at closing of title a good and
sufficient warranty deed conveying to FKEC good and marketable title
to the said lands.
5. In consideration whereof FKEC agrees that it will purchase all of said
lands and other interest at the price of Fifty thousand dollars and 00/100
($50,000). FKEC further agrees that, after the preparation, execution
and delivery of the deed, and after the legal counsel of FKEC shall have
approved the title to be vested in FKEC, it will cause to be paid to
Monroe County the purchase price by a check drawn on the account of
FKEC. FKEC 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's fees and title
insurance. Monroe County shall pay the expenses of documentary
stamps to be affixed to the deed (if applicable). Full possession of the
premises shall pass to FKEC as of the date payment is made to Monroe
County subject only to the reservations stated in Section 2 above.
6. This contract is contingent upon the simultaneous closing of FKEC's sale
to Monroe County of the Pat and Kelly's Marina property pursuant to
a contract ("Marina Contract") for sale and purchase executed by the
parties simultaneously with this contract. This transaction shall be closed
and the deed and other closing documents delivered within 30 days after
FKEC receives the permits referred to in paragraph 14 below unless the
closing date is extended by other provisions of this contract.
7. 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 FKEC will be obtained by FKEC at its expense.
Monroe County expressly agrees herein to furnish to FKEC any
documents in Monroe County's possession establishing evidence of title
including, but not limited to, abstracts, title commitments, title policies
and opinions of title.
8. Monroe County makes no warranties, express or implied, as to the
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condition of the property or the improvements located thereon. FKEC
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 reasonable wear and tear.
9. It shall be the obligation of Monroe County to pay all taxes and
assessments outstanding as liens at the date title vests of record in
FKEC.
10. It is understood and agreed that this agreement shall not be assigned
without the mutual consent of the parties.
11. It is mutually understood and agreed that all notices pursuant to this
agreement shall be given to FKEC by mail at the following address:
Nicholas W. Mulick, Esq.
Beckmeyer & Mulick
Islamorada Professional Building
81990 Overseas Highway, Ste 201
Islamorada, Florida 33036
12. 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, Ste 1
Key West, Florida 33040
13. The effective date of this agreement shall be that date when the last one
of FKEC and Monroe County has signed this agreement.
14. This contract is contingent upon the necessary permits for construction
of a utility facility being issued by the appropriate authorities to FKEC.
In the event such permits are not issued within 90 days from the date of
this contract or is refused for any reason, then FKEC shall have the right
to cancel this contract, and have no further liability under this contract.
El
FKEC shall use diligent effort to obtain such permit and, if refused, shall
furnish to Monroe County written evidence from the refusing authority.
Otherwise, FKEC shall not be allowed to cancel this contract and shall
fully perform the terms of the contract. Upon receipt of the necessary
permits FKEC shall notify Monroe County in writing that this
contingency has been satisfied.
15. This agreement is initially transmitted to Monroe County as an offer. If
this agreement is not executed by Monroe County on or before April 2,
1997, this offer will be void unless FKEC, at its sole option, elects to
accept this offer.
IN WITNESS WHEREOF, FKEC has hereunto executed this agreement and
affixed their respective seals 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:
Samuel Wampler, President
Dated: 3 Z I I It q 7
The Monroe County Board of County Commissioners, acting by and through
executed this agreement on behalf of the Monroe County
this %0�% day of ''I%&4A•4%-+ , 1997.
HAGE, CLERK
Q J.,-,k L C-'gyp
Deputy Clerk
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
5 AN PROVED S S TO F Im
ROBERT N. Vv 1
DATE 2