Item C1
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: May 12, 2003
Division: County Administrator
Bulk Item: Yes
No~
Department: County Administrator
AGENDA ITEM WORDING: Approval of a contract addendum for the purchase of the
Quay property.
ITEM BACKGROUND: The due diligence period in the County's existing contract to
purchase the Quay property will expire on May 19, 2003. The Sellers request an extension to
the due diligence period.
PREVIOUS RELEVANT BOCC ACTION: On November 20, 2002 the Board approved the
existing contract to purchase the Quay property for $1,823,685.50.
CONTRACT I AGREEMENT CHANGES: The proposed contract addendum would extend the
due diligence period for both Buyer and Seller by 180 days (from May 19, 2003 to November
15, 2003). During this period both Buyer and Seller would have the right to terminate the
contract for any reason.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $1,823,685.50
BUDGETED: Yes l No
COST TO COUNTY: $1,823,685.50
REVENUE PRODUCING: Yes
No
AMOUNT PER MONTH
YR
APPROVED BY: County Atty _
DIVISION DIRECTOR APPROVAL:
OMB/Purchasing . Risk Management
S-/7/t/3 ~~~
ACTING COUNTY ADMlr,;![3T~~,0J~~S'
James L. Roberts, County Administrator
DOCUMENTATION:
Included
To Follow
Not Required
DISPOSITION:
AGENDA ITEM # C I
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with:
8ou..1\s
Contract #
Effective Date:
Expiration Date:
Contract Manager: (\t~ 1<o~c.""
(Name)
5180
(Ext. )
Lar..,J A.k+4..e>r,'
(Department/Stop
A enda Deadline:
CONTRACT COSTS
Total Dollar Value of Contract: $ ~gZ.3 j:,85.~() Current Year Portion: $ ',BZ3,bB5.5"O
Budgeted?YesD NoD Account Codes: _-_-_-_-
Grant: $ _-_-_-_
County Match: $ _-_-_-_
- - -
----
ADDITIONAL COSTS
Estimated Ongoing Costs: $-"yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed
Division Director YesD NoD
Ri~~T~~~~~~:~ A~/~'Jfr\~'~sD No~ tV-
~17 'J /'1
O.M.B.!Purchasing YesO NOUJ:C 9Z:, P' A 1/!fiu.4v
County Attorney .5/6/0'") YesDNoG2( .$ 4~,-
Comments:
OMB Form Revised 2/27/01 MCP #2
MaY-06-03 03:07P Nicholas W. Mulick, Esq. 305 852 8848
P.02
AMENDMENT TO AGREEMENT FOR THE PURCHASE OF LANDS
This Amendment to Agrcenlent for the Purchase of Lands (the "Amendment") is
made and entered into as of the _.. day of May, 2003 (tbe "Effcctive Datc)>) by and
between the Estate uf KOllstantinos lloulis a/k/a Gus Boulis (hereinafter referred to as the
"SeHer") and Munroe County (hereinafter rei~rrcd to as thc "County") acting by and
through the Chairman/Mayor of the Monroe County Board of the County
Commissioner!i.
WITN~SSETH;
WHEREAS, the County and Seller enteTCd into that Agreement for the Purchase
of Land~ (the "Agreement") dated November 20, 2002; and
WHEREAS, the Seller and the County have continually and actively undcrtaken
their respective anaJysis, invcstigations and Due Diligence as provided pursuant to the
terms of tht: Agreement; and
WUEnEAS, even after actively undertaking and pursuing its research and
investigation. Seller has detemlincd that an additional one hundred eighty (180) days is
required; and
WllEREAS, ScHer and County agree that the time for the Seller and/or thc
County to terminate the Agreement shall be extended for an additional term of one
hundred eighty (180) days from May 19, 2003 on terms and conditions as hereinaftcr set
forth.
f
NOWTHERFORE, in consideration of" lUutual promise~ and other good and
valuable consideration, the receipt and sufficiency ofwllich is hereby aCknowledged, the
County and SeHer agree as follows:
1. The foregoing Recitals arc true and correct and arc hereby incorporated
into this Amendment.
2. Section 15 of the Agreement is modified to provide that the time for the
County to undertake Due Diligence and terminate the Agreement, sball be
extended for an equal number of days as provided to Seller in the
following paragraph.
3. Paragraph 16 ofthc Agreement is modified to provide tbat the Seller's
right to terminate the Agreement shall be extended for all udditional one
hundred eighty (180) days from May 19.2003.
4. Paragrdph 17 of the Agreement is confirmed so that if neither the County
nor the Seller have exercised their rights to terminate the Agreement, as
extended by this amendment, the Closing wiJI occur within fifteen (15)
May-06-03 03:07P Nicholas W. Mulick, Esq. 305 852 8848
P.03
business days after the expiration of the County's and the Seller's rights to
tenninate this Agreement, as extended by this Amendment.
5. Except as modillcd herein, all other tcmlS and conditions of the Agreement
continue in full force and etfect and arc ratified in all respects.
TN WITNESS WHEREOF, the parties hereln have caused tlus Amendment tu be
duly cxccuted and delivered as of the day and year tirst above written_
EST ATE OF KONST ANTINOS BOULTS, aJkJa Gus Boulis
By:
Chris A. Economou as a and on behalf of
the Personal Representatives
Monroe County Board of County Commissioners, acting by and through its
Chainuan/Mayur has executed this Amendmept on behalf of Monroe County as of the
_ day of May, 2003.
MONROE COUNTY CHAIRMAN/MA VOR
Monroe County Board of County Commissioners
By:
Deputy Clerk
Approved as legal sufficient as to its legal
:y~~icncy /. ~ _ _
N~<S~< ~
Title: County Attorney
Attest:
Danny Kolhage, Clerk
(;;\ W.RI!G\0439JIOflI AlAMIlNDMENT j)(lC
May-06-03 03:07P Nicholas W. Mulick, Esq. 305 B52 BB4B
P.01
ATlORNBYS AT LAw
lAY A. HIl1ISIIOFF
lAva S. LurlNO
NICIWL"S W. MULK~"
KURT A. VQlol CIONTBN
JU.'IK:A RanuiIoraf.llu
M1a1ELLti P. YAHCKULA
Kussl!LL A. YAUJ;L
Law Officell
Hershoff, Lupino ",Mulick, LJ..P.
90130 Ow IIICiHWAY
TAV/:.IINma. fLOIUIJ^ 33070
(30:1) K52-8440 . (305) 8S2.8114K FAX
LANIJ US!! COOllfJINATOIl
PeTl!1t D. B,,(:Hm.EIl
01' (;OUItSPJ.
J. A.,USON UliFuoR, Il
May 6, 2003
Via facsimile 305-295-5181
Mark Rosch, Director
Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, Florida 33040
Re: Key Largo Quay Property Purchase & Sale Contract
Dear Mark:
Thank you for your letter of April 28, 2003 regarding the above-referenced matter.
As you point out, the contract affords either party the right to terminate the contract by
giving notice to the other party no later than May 19,2003. Since the estate of Gus Boulis
has not finalized the issuance of building pennits for completion of the conference center
next to the Key Largo Marriott (a prerequisite for its sale of The Quay to the County) it is
asking the County to agree to extend the contract by an additional 180 days to complete the
permitting process. I have enclosed a copy of the proposed Addendum to the Contract to
that effect executed by my client. please arrange to have the appropriate representative of
Monroe County execute the Addendum and return same to me at your earliest convenience.
Please contact me should you have any questions regarding this matter. Thank you for your
kind cooperation.
Very rruly yours,
HERSHOFF, LUPlNO & MULICK, LLP
By:
NM/lc
Enclosure
cc: Chris Economos, via facsimile 954.922-7181
Larry R. Erskine, Esq., via facsimile 305-872-4822
James Roberts, County Administrator, via facsimile 305-292-4544
Commissioner Murray Nelson, via facsimile 305-852-7162
AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT FOR THE PURCHASE OF LANDS (the "Agreement") is made and entered into
as of the 20th day of November, 2002 (the "Effective Date"), by and between
Estate of Konstantinos Boulis a/kla Gus Boulis
(hereinafter referred to as either the "Seller" or the "Estate"). for themselves, their heirs, executors,
administrators, successors assigns, and MONROE COUNTY (hereinafter, "County ") acting by and
through the Chairman/Mayor of the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
WITNESSETH:
1. In consideration of Ten Dollars ($10.00) in hand, paid by the COUNTY, the receipt of which is
hereby acknowledged, the Seller agrees to sell to the COUNTY certain lands upon the terms and
conditions hereinafter set forth, and for the price of $1,800,000.00 (the "Purchase Price") for all of
the lands and, except for up to eighteen hundred (1800) square feet of development rights which
shall be retained by Seller, all other interests, which lands shall include all tenements,
hereditaments, together with all water and other rights, easements, appurtenances, and any and
all of the Seller's rights in or arising by reason of ownership 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# 543060-000000 (the "Property")
2. The Seller agrees that upon satisfaction of the requirements set forth in this Agreement, Seller
has the full right, power and authority to convey, and that it will convey to the COUNTY the fee
simple title to the Property together with legal and practical access thereto clear, free and
unencumbered, except subject to the following easements or reservations:
Existing easements of public record for canals, ditches, flumes, pipelines, railroads, public
highways and roads, telephone, telegraph, power transmission lines and public utilities, subject to
State Law under Chapter 76-190 and Chapter 22F-8.02, of the Florida Administrative Code for
Land Planning for the Florida Keys Area of Critical State Concern, filed in O.R. Book 668, Page
43; subject to House Bill No. 634, Chapter 70-231, an Act relating to the Bureau of beaches,
shores and coastal construction; amending Chapter 161, Florida Statutes, by adding Section
161.052; providing a setback line for coastal construction and excavation; providing for the
granting of variances by the Department of Natural Resources; providing penalties; and providing
an effective date; subject to those conditions, limitations and easements as shown on that certain
Plat filed in Plat Book 2, Page 97; subject to Oil, Gas and other Mineral Rights whether metallic or
non-metalic in and under Tracts 9 and 10, 2nd Amendment and Revised Plat of Lee Shores, filed
in Plat Book 2, Page 97. as recorded in O.R. Book G-14, Page 5, G-14, Page 70 and G-14, Page
195; and subject to Quit Claim Deed from the State of Florida Board of Trustees of the Internal
Improvement Trust Fund to Marcia E. Amadio Wynn, her heirs filed 10/30/78 in OR. Book 774.
Page 368.
The COUNTY, at the COUNTY'S expense, within the time allowed to deliver evidence of title and
to examine same, may have the Property surveyed and certified by a registered Florida surveyor.
If the survey discloses encroachments on the real property or that improvements located thereon
encroach on setback lines, easements, lands of others, or violate any restrictions, contract
covenants, or applicable governmental regulations. the same shall constitute a title defect.
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. The
COUNTY shall have one hundred twenty (120) days from the effective date of this Agreement to
examine title.
3. The Seller further agrees that during the period covered by this instrument, officers and
accredited agents of the COUNTY shall have within normal business hours not to unreasonably
interfere with any business operations on the property and upon 24 hour notice the unrestricted
right and privilege to enter upon said lands for all proper and lawful purposes, including
examination of said lands and the resources upon them. Upon Closing, the Seller hereby waives
Seller's rights to any and all claims against the COUNTY associated with, or arising from
ownership of, the Property and this waiver shall survive closing. County agrees to indemnify
Seller and hold Seller harmless against all claims, demands and liability, including attorney's fees
for non-payment for services rendered to County, for construction liens or for damages to persons
or property arising out of County's investigation of the Property. Notwithstanding anything to the
contrary set forth in this Agreement, the indemnification and agreement to hold harmless set forth
in this section shall survive the closing or the earlier termination of this Agreement.
4. Subject to the conditions set forth in this Agreement being fully satisfied, the Seller will execute
and deliver upon demand of the proper officials and agents of the COUNTY a good and sufficient
Personal Representative's deed conveying to the COUNTY marketable title to the Property.
5. In consideration whereof, the COUNTY agrees that it will purchase all of said lands and other
interests at the price of $1,800,000.00. The COUNTY further agrees that, after the preparation
and execution, and the delivery of the deed to the COUNTY in escrow, it will cause to be paid to
the Seller the Purchase Price by a check drawn on the account of the COUNTY. The Seller will
execute a No Lien, Gap and Firpta Affidavit to enable the title company to insure the "Gap"
between the Effective Date of the title commitment and the effective date of the title policy. The
County shall not have the right to object to title or to terminate this Agreement by reason of any
exception which is caused by the County or by any party claiming by, through or under the
County, however, this provision does not limit the COUNTY's right to terminate the Agreement as
hereinafter set forth in Paragraph 15. The COUNTY shall pay the following expenses associated
with the conveyance of the property: deed recording fees, settlement fees, abstract fees, title
examination fees, the Buyer's attorney's fees, survey, environmental site assessment, and title
insurance. The Seller shall pay the expenses of documentary stamps to be affixed to the deed
and Seller's attorney's fees. Full possession of the premises shall pass to the COUNTY as of the
date payment is made to the Seller subject only to the reservations stated in Paragraphs 1 and 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 the COUNTY will be
obtained by the COUNTY at its expense. The Seller expressly agrees herein to furnish to the
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 shall be responsible for the payment of all accrued add valorem taxes to the date of
Closing.
8. It is mutually understood and agreed that notice of acceptance of this Agreement shall be given to
the Seller by mail addressed to the Seller at the following address:
2
Chris A. Economou with a copy to:
On behalf of and as Co-Curator
645 E. Dania Beach Blvd.
Dania Beach, FL 33004
Phone: (954) 922-6700
Fax: (954) 922-7181
Robert E. Gallagher, Jr., Esquire
Stearns Weaver, PA
Museum Tower, Suite 220
150 West Flagler Street
Miami, FL 33130
Phone: (305) 789-3200
Fax: (305) 789-3395
and shall be effective upon date of receipt or refusal of delivery and shall be binding upon all of
the Seller without sending a separate notice to each representative, except as such obligation
may be affected by the provisions of Paragraph 5 hereof.
9. The Property shall be delivered at closing free of any tenant or occupancy whatsoever.
10. The effective date of this Agreement shall be November 20,2002.
11. The COUNTY shall have one hundred twenty (120) 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. The Property will be sold and
purchased in "as is" condition without representation or warranty of any kind from the Seller. The
County agrees to specifically release the Seller from any and all claims related to hazardous
materials and all physical conditions of the property and County will execute any hazardous
materials release at Closing to confirm the provisions of this paragraph. If the Seller exercises its
right to extend its Due Diligence Period as hereinafter set forth in Paragraph 15, the COUNTY's
rights to undertake Due Diligence and terminate the Agreement set forth herein, shall be
extended for an equal number of days.
12. The COUNTY acknowledges and agrees the property is being conveyed as a sale of certain
assets that are part of the Estate of Konstantinos Boulis as identified in that certain probate
division case #2001-882 in the Circuit Court for Broward County, Florida (the "Case") and the
Seller's obligations under the Agreement are subject to the Seller's receipt of a final Order
entered by the Court authorizing the transaction and sale as contemplated by the Agreement,
after the running of all appeal periods (the "Order") authorizing the transaction and sale
contemplated herein. The Seller's obligations under the Agreement are further subject to the
Seller obtaining from the State of Florida and the Internal Revenue Service, certificates releasing
and discharging the Florida and Federal Estate Tax Liens on the property and that for any reason,
the Seller fails or is unable to obtain the Order and the release and discharge of the Florida and
Federal Estate Tax Liens on the property prior to the closing date, Seller shall be entitled to
terminate the Agreement in which case both parties shall be relieved of all rights and obligations
thereunder. Any obligations or liability whatsoever of Seller which may arise at any time under the
Contract or any obligation or liability which may be incurred by Seller pursuant to any other
instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon,
nor shall resort for the enforcement thereof be had to the property of the curators, personal
representatives, shareholders, officers, directors, employees, or agents of Seller, regardless of
whether such obligation of liability is in the nature of tort contract or otherwise. The parties to the
Contract agree to look solely to the Property for the satisfaction of any obligation or liability of
Seller, if any.
13. County acknowledges that except as expressly set forth herein, Seller has not made any
warranties or representations concerning the Property or any component thereof, including,
without limitation, the operation of or the costs or results of the operation thereof, the condition of
the Improvements; the existence, location, quality or condition of any personal property; the
3
concurrency status of the Property; the zoning or other land use restrictions affecting the
Property; the enforceability of any contract or other agreement or right assigned hereunder; the
compliance of the Property or any part thereof with any Governmental Requirement; the use or
existence or prior use or existence of Hazardous Material on the Property; or the accuracy or
completeness of any statement or other matter previously disclosed to County. County
represents that it is purchasing the Property in its present condition and subject to the Leases, the
County having made (or having the opportunity to make during or prior to the Investigation Period)
its own inspection and examination of the Property and all components thereof. SELLER HAS
NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH
REGARD TO COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENT, INCLUDING, BUT
NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING,
STORING OR DISPOSING OF ANY HAZARDOUS MATERIAL. COUNTY WAIVES AND
RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR
RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF HAZARDOUS MA TERrAL IN,
ON, UNDER OR ABOUT THE LAND OR THE PROPERTY, INCLUDING ANY CLAIMS UNDER
OR ON ACCOUNT OF (i) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE
AMENDED FROM TIME TO TIME ("CERCLA"), AND SIMILAR STATE STATUTES, AND ANY
REGULATIONS PROMULGATED THEREUNDER, OR (ii) ANY OTHER GOVERNMENTAL
REQUIREMENT NOW OR HEREAFTER IN EFFECT THAT DEALS WITH OR OTHERWISE IN
ANY MANNER RELATES TO, ENVIRONMENTAL MATTERS OF ANY KIND, OR (iii) THE
CONTRACT OR THE COMMON LAW.
EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE CONTRACT OR IN THE CLOSING
DOCUMENTS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
TRUTH, ACCURACY OR COMPLETENESS OF ANY PROPERTY RECORDS, MATERIALS,
DATA OR OTHER INFORMATION SUPPLIED TO COUNTY IN CONNECTION WITH
COUNTY'S INSPECTION OF THE PROPERTY (E.G., THAT SUCH MATERIALS ARE
COMPLETE, ACCURATE OR THE FINAL VERSION THEREOF, OR THAT ALL SUCH
MATERIALS ARE IN SELLER'S POSSESSION). IT IS THE PARTIES' EXPRESS
UNDERSTANDING AND AGREEMENT THAT SUCH MATERIALS ARE PROVIDED ONLY FOR
COUNTY'S CONVENIENCE IN MAKING ITS OWN EXAMINATION AND DETERMINATION
PRIOR TO THE EXPIRATION OF THE INVESTIGATION PERIOD AS TO WHETHER IT
WISHES TO PURCHASE THE PROPERTY AND, IN DOING SO, COUNTY SHALL RELY
EXCLUSIVELY ON ITS OWN INDEPENDENT INVESTIGATION AND EVALUATION OF EVERY
ASPECT OF THE PROPERTY AND NOT ON ANY MATERIALS SUPPLIED BY SELLER,
EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE CONTRACT OR IN THE CLOSING
DOCUMENTS. COUNTY EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH
MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS INSPECTION AND
AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR
VERIFIED INFORMATION.
EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THERE ARE NO EXPRESSED OR
IMPLIED WARRANTIES GIVEN TO COUNTY IN CONNECTION WITH THE SALE OF THE
PROPERTY. SELLER DOES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF
MERCHANTABILITY, HABITABILITY AND FITNESS THAT MAY BE DUE FROM SELLER TO
COUNTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN THIS
.
SECTION SHALL SURVIVE THE CLOSING.
14. The Seller has agreed pursuant to a separate written agreement, to pay a brokerage commission
to Trammell Crow Realty Services and Marr Properties upon Seller receiving the Purchase Price.
4
The County and the Seller represents and warrants to each other that there is no other broker
involved in this transaction.
15. The COUNTY, at its sole option, shall have the right to terminate this Agreement at any time for
any reason during the periods identified in Paragraphs 2 and 11 by providing written notice to the
Seller. In the event the COUNTY terminates this Agreement, both parties shall be relieved of all
rights and obligations thereunder. If the Seller exercises its right to extend its Due Diligence
Period as hereinafter set forth in Paragraph 16, the COUNTY's rights to undertake Due Diligence
and terminate the Agreement set forth herein, shall be extended for an equal number of days.
Should the County elect to terminate, the County shall provide Seller with copies of all inspection
reports and analyses obtained by the County. If County does not terminate this Agreement within
the periods provided within this Agreement, then County shall be deemed to have waived its right
to terminate this Agreement, that the County is relying solely upon its own investigation in making
the decision to purchase the Property and the parties shall proceed to close in compliance with
the conditions and requirements of this Agreement.
16. Estate shall have the right to undertake such research or investigations it deems necessary and
appropriate to satisfy itself that sale of the Property is in the best interest of the Estate. For 120
days following the Effective Date of this Agreement, subject further to the extension rights of
Seller set forth herein, Seller, at its sole option, shall have the right to terminate this Agreement, if
in Seller's sole and absolute discretion, Seller has determined that the sale of the Property is not
in the best interest of the Estate. If on or prior to the expiration of the one hundred twenty (120)
day period set forth herein, Seller has not been able to determine whether or not the sale of the
Property is in the best interest of the Estate, at Seller's option, Seller's right to terminate the
Agreement shall be extended for an additional sixty (60) day period. If Seller exercises its right to
terminate this Agreement as set forth herein, thereafter, neither party shall have any further rights
or obligations hereunder.
17. Provided neither the COUNTY nor the Estate have exercised their rights to terminate this
Agreement, Closing will occur within fifteen (15) business days after the expiration of the County's
and Estate's expiration of their rights to terminate this Agreement.
18. The Agreement may be executed in any number of counterparts, anyone and all of which shall
constitute the contract of the parties and each of which shall be deemed an original. The
execution of the Agreement and delivery thereof by facsimile shall be sufficient for all purposes,
and shall be binding upon the party who so executes.
19. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels
of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from your county public
health unit.
20. Except as otherwise expressly set forth in the Agreement, all representations, warranties and
affidavits of Seller and obligations of Seller hereunder set forth in the Agreement shall not survive
the Closing, but shall merge into the Closing and the delivery of the Deed.
21. SELLER AND COUNTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND
INTENTIONALL Y WAIVE ANY RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,
PROCEEDING OR COUNTERCLAIM BASED ON THE CONTRACT OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THE CONTRACT OR ANY DOCUMENT OR
INSTRUMENT EXECUTED IN CONNECTION WITH THE CONTRACT, OR ANY COURSE OF
5
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTION OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
SELLER AND COUNTY ENTERING INTO THE SUBJECT TRANSACTION.
22. The Agreement shall be interpreted in accordance with the internal laws of the State of Florida
both substantive and remedial regardless of the domicile of any party.
23. If the County wishes to proceed with this transaction, this offer shall be open and the County shall
have until November 27,2002 to sign and return this Agreement to the Seller.
Signatures on following page
6
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Estate of Konstantinos Boulis alklal Gus Boulis
Economou
and as a Co-Curator
The MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, acting by and through its
CHAIRMAN/MA YOR, has executed this Agreement on behalf of MONROE COUNTY, as of the 22nd
day of November, 2002.
MONROE COUNTY
Yf
Chairman/Mayor
Monroe County Board of County Commissioners
BROKERS:
~ ~ /!J4/.s~fi(##y.
~
CAW"/ IJ77y
TRAMMELL CROW REALTY SERVICES
By:
Peter J. Filomena
MARR PROPERTIES
By:
Joy C. Martin
"1.wrAcHMENT A
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i/l::,:':~:ft{;.: ;;..fracts: ".:to '.:(i;;~'.': l1. '~o.( .lard. flat',:'i?(<$e~of)iJ "A#.r;(lc~::<iri."- ::'84Vis~.J':'idot..:o( ':Lt~(:SJior.~';?~~~Wt~~ ~\f~fr.
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il:~'i',.: ?S' !.' J<:ca~~,d: p(Jrc/I~I ,',(0... t!nq ::50 .fed ::.So.(/Ih.~o3.te1Y.::'O( Jhtr' ".$old, ::N.Mh.'W.~3lt:r1y:. Ri96l";d.f~W~:.i~i!~;,t~,k~~~>
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~H~ :>.i:- ',':fi .JQ<! Ea~t~,(fy. ~o~te.n~!C?-,?:'. 'c?.f,. ~h~. bf?':!,w:tary: l!.(!~:, b~tw~h.. rr<Jifts ,'i" O.:fd.(i"d.:::f.1 ;;(or:(-p2:.go..rl~~f..;i:.t;;...\,:::.'U;'20;..
~.$.r{~~y~:\to"."#i~:~f!o/':ilXo/.'~fJ.tj?/'i?i.(!J.~::":'. ':.-(:::::::"~:'. .:.:. '; :-::: '.:'.~: .: ':'.'" ':<',.\''< :(>:,">:'-~~:"':'.:. . '.. /.:'~. ::{{(.}:'I5'l?f-:~~l~~i$~:~{;;'~~~:'~'
~':::":->','f':{J:.,:CcJnldltl",g .';'5 '7.45 :':$qil'ctr.i:.'-(d<:t, " '. :. .... :. ~".:' .'. .... . :.:,'!; .:.: . ::.':': . .,'.... .:". . ..:Y' '.A;:.:.r}~:;t,,::"'~:'::::: "~"':"
~uf.:Z?:f~.:}f(:Y ....'.<..... ..~::;.::...~..::.~.>.:,...'.:,:...,.......'.: :' -:.: '.".:' ". ...:........:::F;.:<:. .:........ ..:;~~~(.~;~~g;}~r:~:!.;1;~.
.AND
~...~...: .' ". . -."
:.:.>>i1l<~ Npr.ch one-half o.f :~.l 6 and all ot: Tfilet 9 an~. 10; . ~'~<;:O~p~ '~t;D~D ^Hl)::':.'~~":'f;:<'>~
.... REVrSI~D PLNt". OF I.I~E SIIORP;S, occor.dlnp, to the r'll1t,:' thcreof::~~c()rded in Pht />:~:: ::~.:
f;\no~k2. l'B.ndl. of t~. NbUc ;:cordsot Honro~C??nty, ;~16r1d~'.. . .:,:ri{~':;i;'.
::. . A IJllrccl :of filled Soy~rcign~y land 1~ Tar~ou .8~~ln Q~~.ti1.ng: ~e.~d.~.n ?2.. :.;:-i-:..>;:~\;. f.)(:
:("''(ownGt{ip'.61 South..K:in:ge '39'-f-t\st, Key 'J.nrr.o. Hon'r~c.".tO'Jn.t.Y'.:..f~~t'Jdii. bel~~\.:;'.:..:;y..;<~~r~
:>. ;narc 'P.~ yti'colarly.. d.e.ti~t~bCd ...a~ f o 110\ls : C.O~r.N~~ . .~t ,t~.\(~..~o'itl,t~.l1:6 ~ cot:~~t ,::'? ~:':;-~? :. .'::..-,:
,;~;;.T.rQct 10, 'Ll::~ SllOI{r,..S;::.D.c~9rding to rln~ t'ecQrd~d In r~Qt .a():o~2,~: .~<1.ge ')7" ":;:'.:~>.,;>
~". "Publ1 c' .Records of Monroe county, Flodda, lhcnc'e ~onh '89de'grccs" 57 ~!nutca. ....':;..';.~.
,';3() s~~ond5 :West 695 '.f~~i:n1oi\t.thc North :i{n~ of 's41d Tra'ct"l'(f.:~.o '~he...: ',<:' ;';,,/~:(':'-'I
. :.origina1. mda,\ high wate'r' l'inc of Tarpon ~asli\ <1nd the point:'~'f "B.eginn1ngj.' .:.,
thence Sou'th 83 degrt.'cs\./CtOt 170 feet j thence South 25 fceq th:encc East 130 . .
feet, morc or less to;thc original menl\ htgh U:ltct line jthCllCC. }\o.[tl~c~UJte.d'r, .
50 .feet.door. sold oriCillt11.nlc.!an high ....ater line to thc.1'0tflt of ~cg1nning. .
..Col\tllln:f.ilf; 0; III Ilcr~s;'morc or leSS.
,
~O'd GIO'oN GO:~l
GO.90 <iiS
19IC;-C;f)7:-c;()<;,:nr
~IT~n~ln~ nM~' "'W
11/20/2002
09: 15
STEAR~~'=; LJEAl)ER
~jO. 334 [;)001
LAW OFFICES
STEARNS WEAVER. M!LLER WEISSLER ALHADEFF 8. SITTERSON, P.A.
MUSEUM TOWER, SUITE 2200
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
MIAMI (305) 789-3200 BROWARD (954)463-5440
FAX (305) 789-3395
FACSIMILE TRANSMISSION
FROM: ROBERT E. GALLAGHER. JR.DATE: November 20~ 2002
OURREF#: 04593.001 #OF PAGES TO FOLLOW: I b
TO: MARK ROSCH
FAX #: 1-305-295-5180
TO: CHRIS A. ECONOMOU
FAX.: 1-954-922-7181
TO: NICHOLAS MULJCK. ESQ.
FAX ,: 1-305-852-8848
TO: TOM MCMURRAlN
FAX #: 1-561-276-1563
OF; OCEAN PROPERTY. L TO.
MAIN #: 1..s61-276-3275
IF YOU HAVE DIFFICULTY IN TRE RECEIPTOFTRI$ T"AANSMlSSION, P~I! CAU. (aoQ) 1~2 ANOASK FOP. MA~IAReY.
MESSAGE
Re: Quay - Key Largo
Please see attached Agreement. It has been revised pursuant to our conversations last night and
negotiations with Mark Rosch and Lany Erkine.
Weare prepared to forward to the Land Authority upon receipt of appTOval from Chris.
J:\1lE0'.04593.00IC\F"".~\RQ$ch 11.20.wpd
"!'"hoJ In~rrncatlon eoonb:r.od In \hIt- f.2ocim.l\t 1nv<<=.;lIat; i" "~~"'''J ~i.na~e W'l4 ~eol"l'4A"'lliA~ il'tf6'?'rCl',i/)n j,nt~nd~l1 o"':f'Iorttot.# US'iiQ ot t'to 1r;d1vl<l':.JSlJ (lr Qf'ItIty O"'QmQd Qi)Qw. ~thQ l'a~!jQl'
or l'1ISmes&a\j9 I;; net t'ltlnter.dJ3Il ""QI1i~t. yl)u 31~ ~f!'eb)'MWiec fllal ~n>, disse.Tinatior, dis\rltlu~cnOl' OODY of1hlScommunlcallon I.&lrlc:llyp:o~iblted, ~\.,:xJ hB'" :eceMlalhlS
~~lt1I1Vl:C;lli,," in error, pll!'~'" inr""'lhi.ei, ~otiry ~s O~ tSlephooe 3\d '''tUlT the ongJ~ ~~9~ ~J ~$ ..11!'l~ ~bC"iC ~dt!,= ''';; th~ U.S. P~!;l; SeN= Th;lllk }oV~.
M.C. LAND AUTHORITY
10:305-295-5181
NOV 21 '02
15:27 No.005 P.01
BOCC PURCHASE CONTRACTS
11/20/02
Purch~se Envr Audil, Survey Tille Allorney Recording Acquisition
Property price or Cles!'.up Insurllnce Fee Fee Tola!
Quay R..taurant
REflOO543080.000000 $1.800,000.00 $7,500.00 $7,175,00 $9,000.00 $10.50 $1,823.66550
(Bouli. E&lale)
Post."" brand talC transmittal memo 7671
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Co.
phon. ~
Depl.
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1011