Pat & Kelly's MarinaAGREEMENT FOR SALE AND PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this I °►t'h day of
7M *A4A%. , 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:
1. In consideration of ten dollars ($10.00) in hand, paid by Monroe County,
the receipt of which is hereby acknowledged, the Sellers agree to sell to
Monroe County certain lands upon the terms and conditions hereinafter
set forth, and for the price of Five Hundred Twenty-five Thousand
dollars and 00/100 ($525,000) 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:
A tract of lands and submerged lands, being a part of Government
Lot 3, Section 10, Township 66 South, Range 32 East, Marathon,
Key Vaca, Monroe County, Florida, and being more particularly
described by metes and bounds in Attachment A. Real Estate
number 103340.
2. The Seller agrees that it has full right, power and authority to convey,
and that it will convey to Monroe County the fee Simple title together
with legal and practical access thereto clear, free and unencefgd,
except subject to the following easements or reservations: -
Existing easements for canals, ditches, flumes, pipelines, railroa's,
public highways and roads, telephone, power transmission lines 44d
public utilities. 71
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 (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
date and date of delivery of possession hereinafter provided shall be
extended accordingly. If Seller fails to do so, Buyer shall have the
option of (1) taking the property as is, together with the insurance
proceeds, if any, or (2) cancelling the contract and the parties shall be
released of any further 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 interest at the price of Five Hundred Twenty -
Five thousand dollars and 00/100 ($525,000). 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
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conveyance of the property: settlement fees, abstract fees, title
examination fees, recording fees, the Buyer's attorney's fees and title
insurance, as well as the prorata 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. This contract is contingent upon the simultaneous closing of Monroe
County's sale to Seller of the Crawl Key property pursuant to a contract
("Crawl Key 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 simultaneously with
closing of title in accordance with the Crawl Key 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 Monroe County will be obtained by Monroe
County at its expense. The Seller expressly agree herein to furnish to
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.
8. 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.
W'
9. 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.
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 the Seller 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. If requested by Monroe County in writing at least 30 days prior to
closing the property shall be delivered at closing free of any tenant or
occupancy whatsoever and free of any items stored on the property by
said tenants, including but not limited to vehicles, campers and vessels.
14. The effective date of this agreement shall be that date when the last one
of the Seller and Monroe County has signed this agreement.
15. 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
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environmental law.
16. Seller hereby grants to Monroe County and its designees the right to
enter upon the property and to perform such reasonable test,
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 agent 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.
17. 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 the performance of any such
inspections or investigations by Monroe County. Notwithstanding
anything to the contrary contained in this contract, the provisions of this
paragraphs shall survive the closing and any cancellation or termination
of this contract.
18. 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.
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
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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 April 2, 1997, this
offer will be void unless Monroe County, at its sole option, elects to
accept this offer.
IN WITNESS WHEREOF, the Seller have hereunto signed their name 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 (� g
The Monroe County Board of County Commissioners, acting by and through
its Mayor, has executed this agreement on behalf of the Monroe County
this O'er day of 'Ma^oCAn , 1997.
RAGE, CLERK
Q, ti.�. e .
Deputy Clerk
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
Ike' ouglass, ayor
C) AAPPROVED AS TO FORM
A
RSTW
DATE ' 2
ATTACHMENT A
A tract of land and submerged lands, being a par•i of Government
Lot 3, Section 10, l ownship 66 South, Range 32 East, Marathon
Key Voca, Monroe County, Florida, lying Southerly of and adjacent
to U.S. Highway No. I, and being more particularly described as
follows'
COMMENCING at the intersection of the East i.inh of Government Lot
3, Section 10, Township 66 South, Range 32 Cast and the Southerly
Right -of -Way Line of U.S. Highway No. 1; thence South 74 degrees,
20 Minutes, 00 se( --ands West along the said Southerly Right -of -Way
Line of U.S. Highway No I for 1507.85 feet to the POINT OF
BEGINNING of the tract of land and submerged (ands hereinafter
described; thence continue South 74 degrees, 20 minutes, 00 seconds
West along the said Southerly Right -of -Way Line of U.S. Highway No.
1 for 50.00 feet, thence South 15 degrees, 40 minutes, 00 secondi.
East for 430.00 feeti thence South 74 degrees, 20 minutes, 00
seconds West for 417.93 feet] thence South 15 degrees, 40 minutes,
00 seconds East for 658.02 feet] thence North 74 degrees, 20
minutes, 00 seconds Easy. for 467.93 feeti thence North I5 degrees,
40 minutes, 00 second:. West for 1088.02 feet to the said Southerly
Right -of -Way Line of U.S. Highway No. I and the POINT M BEGINNING
containing 7.56 acres, more or less.
SUBJECT TO,
AN CASEMENT for ingress and egress being 50.00 feet wide and 430.00
feet long, being more particularly described as fol(owsl
COMMENCING at the intertection of the East Line of Government L_ot
3, Section 10, Township 66 South, Range 32 Cast and the Southerly
Right -of -Way Line of U.S. Highway No. L thence South 74 degrees,
?0 minutes, 00 seconds West along the said Southerly Right -of -Way
Line of U.S. Highway No. 1 for 1507.85 feet to the POINT OF BEGINNING
of the EASCMENI herein desr ribedi thence South 74 degrees, 20 minutes,
00 seconds West for 50.00 feet; thence South 15 degrees, 40 Minutes,
00 seconds Cast for 430.00 feetl thence North 74 degrees,?0 Minutes,
00 seconds Cast for 50.00 feet; thence North 15 degrees,40 minutes,
00 seconds West for 430.00 feet to the said Southerly Right -of -Way
Line of U.S. Highway No. 1 and the POINT OF BEGINNING,
AREA TO TAC S
Upland Area _ 4.671 Acres
Submerged Land P,891 Acres
Total Deed Area 7.561 Acres