Item F3aLAND AUTHORITY GOVERNING BOARD
AGENDA ITEM SUMMARY
Meeting Date: April 16, 2014 Division: Land Authority
Bulk Item: Yes No X Contact / Phone #: Mark Rosch / 295-5180
Agenda Item Wording: Approval of contracts to purchase property for conservation - Key Largo
Acreage RE #00089200-000000.
Item Background: This acquisition is proposed to protect property rights and the natural environment.
The subject property consists of approximately five acres in the Dove Creek area of Tavernier on the
ocean side of Key Largo near mile marker 93. The property has a tier designation of Tier 1 — Natural
Area, zoning designations of Suburban Residential and Native Area, and habitats consisting of tropical
hardwood hammock, buttonwood, and mangroves. The Southeast Florida Regional Climate Change
Compact 50-year sea level rise projection is 9 to 24 inches by the year 2060. In the event of a 12-inch
increase in sea level, estimates provided by the South Florida Water Management District indicate
approximately two-thirds of this property will have a 25.1 % to 100% probability of being inundated.
The owner has agreed to sell the property for $20,567. The estimated closing costs for this transaction
are listed in the agenda documentation.
Advisory Committee Action: On March 26, 2014 the Committee voted 4/0 to approve purchasing this
property for the price of $20,567.
Previous Governing Board Action: The Board has approved the purchase of other conservation
properties in the Dove Creek area of Tavernier.
Contract/Agreement Changes: N/A
Staff Recommendation: Approval
Total Cost: $ 21,456.25 Indirect Cost: $ Budgeted: Yes X No
Cost to Land Authority: $ 21,456.25 Source of Funds: Land Authority
(Tourist Impact Tax and State Park Surcharge)
Approved By: Attorney X County Land Steward X .
Documentation: Included: X To Follow: Not Required:
Disposition: Agenda Item
Property
Purchase
Price
PURCHASE CONTRACT
04/16/14
Title Fees & Attorney Recording
Survey Insurance Fee Fee
Total
Costs
Key Largo acreage $20,567.00 N/A $495.75 $375.00 $18.50 $21,456.25
RE #00089200-000000
Seller: University of Miami
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THIS AGREEMENT (the "Agreement"), made and entered into this day of March,
2014, is by and between UNIVERSITY OF MIAMI, a Florida not -for -profit corporation (hereinafter,
"Seller") and the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter,
"LAND AUTHORITY") acting by and through the Executive Director of the LAND AUTHORITY.
WITNESSETH:
1. In consideration of Ten Dollars ($10.00) in hand, paid by the LAND AUTHORITY, the
receipt of which is hereby acknowledged, the Seller agrees to sell to the LAND AUTHORITY certain
lands upon the terms and conditions hereinafter set forth, and for the price of $20,567.00 for all of
the lands and other interests (if any), which lands shall include all tenements, hereditaments,
together with all water and other rights, easements, appurtenances (if any), and any and all of the
Seller's rights in or arising by reason of ownership thereunto belonging, owned by Seller, situate and
lying in the County of Monroe, State of Florida, more particularly described as follows; to -wit (the
"Property"):
Key Largo property more particularly described by metes and bounds
in Exhibit "A" attached hereto and made a part hereof
2. Seller represents that it has full right, power and authority to convey, and that they
will convey to the LAND AUTHORITY the fee simple title to the Property subject to the terms of this
Agreement.
3. The LAND AUTHORITY shall have sixty (60) days from the effective date of this
Agreement in which to examine title to the Property (the "Title Review Period"). If title is found
defective, the LAND AUTHORITY shall, within this specified time period, notify Seller in writing
specifying defect(s). Seller will have ten (10) days from receipt of notice within which to notify the
LAND AUTHORITY in writing if it intends to cure the alleged defect(s) or not to cure such defect(s)
(and Seller's failure to notify the LAND AUTHORITY within such ten (10) days shall be deemed
Seller's election not to cure such defects(s)). In the event Seller elects not to cure such defect(s), or
in the event Seller elects to cure such defect(s) and fails to do so within one hundred twenty (120)
days of its notice to the LAND AUTHORITY of its election to cure such defect(s), the LAND
AUTHORITY shall have the option of either accepting the title as it then is or rescinding the
Agreement herein; thereupon the LAND AUTHORITY and the Seller shall release one another of all
further obligations under this Agreement. Seller shall have no obligation to cure any title defect
provided that Seller shall discharge any and all liens on the property created by instruments
executed by the Seller. The LAND AUTHORITY, at the LAND AUTHORITY'S expense, within the
Title Review Period may have the Property surveyed and certified by a registered Florida surveyor. If
the survey discloses encroachments on the 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 may be objected to as a title defect pursuant to this
Section 3.
4. The Seller further agrees not to do, or suffer others to do, any act by which the value
or title to the Property may be diminished or encumbered. It is further agreed that any loss or
damage occurring prior to the vesting of satisfactory title in the LAND AUTHORITY by reasons of the
unauthorized cutting or removal of products therefrom, or because of fire, shall be borne by the
Seller; and that, in the event any such loss or damage occurs, the LAND AUTHORITY may refuse,
without liability, to accept conveyance of said lands, or terminate this Agreement on written notice to
the Seller.
5. The Seller further agrees that during the period covered by this Agreement, officers
and accredited agents of the LAND AUTHORITY, on one (1) day prior written notice to Seller shall
have 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 provided that the LAND
AUTHORITY shall not conduct any invasive testing at the Property without prior written consent of
the Seller which consent shall not be unreasonably withheld or delayed. The Seller hereby waives
its rights to any and all claims against the LAND AUTHORITY or Monroe County associated with, or
arising from ownership of, said lands and this waiver shall survive closing.
6. LAND AUTHORITY acknowledges and agrees that the conveyance of the Property
shall be AS IS, WHERE IS and WITH ALL FAULTS.
7. LAND AUTHORITY acknowledges that neither Seller nor any representatives of
Seller has made any representations or held out any inducements to LAND AUTHORITY concerning
the Property other than as set forth in Section 2 of this Agreement. Without limiting the generality of
the foregoing, LAND AUTHORITY has not relied on any representations or warranties other than as
set forth in Section 2 of this Agreement (and neither Seller nor its representatives made any
representations or warranties), in either case express or implied, as to (i) the current or future real
estate tax liability, assessment or valuation of the Property; (ii) the potential qualification of the
Property for any and all benefits conferred by federal, state or municipal laws, whether for subsidies,
special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or
dissimilar to those enumerated; (iii) the compliance of the Property, in its current or any future state,
with applicable zoning ordinances or other applicable laws; (iv) the availability of any financing for
the purchase, alteration, rehabilitation or operation of the Property from any source, including but not
limited to, state, city, or federal government or any institutional lender; (v) the current or future use of
the Property; (vi) the physical condition of the Property including, without limitation, any
environmental conditions (including the presence of any hazardous materials) which may exist; or
(vii) the accuracy of any materials delivered by Seller to the LAND AUTHORITY in connection with
this Agreement.
8. The LAND AUTHORITY on behalf of itself and its successors and assigns waives
and releases Seller and Seller's affiliates and agents and their respective successors and assigns
from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages,
penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation,
attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen,
arising from or relating to the physical condition of the Property or any law or regulation applicable
thereto, including the presence or alleged presence of asbestos or harmful or toxic substances in,
on, under or about the Property, including, without limitation, 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, and similar state statutes, and any rules and
regulations promulgated thereunder, (ii) any other federal, state or local law, ordinance, rules or
regulation, now or hereafter in effect, that deals with or otherwise in any manner relates to,
environmental or health and safety matters of any kind, or (iii) this Agreement or the common law.
9. The closing of the transaction described in this Agreement (the "Closing") shall take
place 30 days following the expiration of the Title Review Period pursuant to a mutually accepted
escrow closing procedure agreed to by the parties.
10. At Closing, Seller will execute and deliver upon demand of the proper officials and
agents of the LAND AUTHORITY a special warranty deed conveying to the LAND AUTHORITY title
to the said lands in a form satisfactory to the legal counsel of the LAND AUTHORITY.
11. In consideration whereof, the LAND AUTHORITY agrees that it will purchase the
Property and other interests described herein at the price of $20,567.00 to be delivered to the Seller
at the Closing by a check drawn on the account of the LAND AUTHORITY. The LAND AUTHORITY
shall also pay the following expenses associated with the conveyance of the Property: deed
recording fees, settlement fees, abstract fees, title examination fees, the LAND AUTHORITY's
attorneys fees, and title insurance, as well as the prorata share of prepaid real property taxes for the
Property allocable to the period subsequent to the vesting of title in the LAND AUTHORITY. The
Seller shall pay the expenses of documentary stamps to be affixed to the deed. Full possession of
the premises shall pass to the LAND AUTHORITY as of the date payment is made to the Seller(s)
subject only to the reservations stated in Section 2 above.
12. 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 LAND
AUTHORITY will be obtained by the LAND AUTHORITY at its expense. The Seller expressly agrees
to furnish to the LAND AUTHORITY any documents in Seller's possession establishing evidence of
title including, but not limited to, abstracts, title commitments, title policies and opinions of title.
13. This Agreement may not be assigned by the LAND AUTHORITY without the prior
written consent of Seller, such consent not to be unreasonably withheld or delayed.
14. It shall be the obligation of the Seller(s) to pay all taxes and assessments that are
outstanding as liens as of the date of the Closing, whether or not such taxes and assessments are
then due and payable.
15. 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(s) at the following address:
1320 South Dixie Highway, Suite 705
Coral Gables, FL 33146
Attention: Brian Gitlin
and shall be effective upon date of mailing and shall be binding upon all of the Seller without
sending a separate notice to each, except as such obligation may be affected by the provisions
of paragraph 6 hereof.
16. The Property shall be delivered at closing free of any tenant or occupancy
whatsoever.
17. In the event of a Seller default hereunder, the LAND AUTHORITY's sole and
exclusive remedy shall be specific performance provided however that if specific performance is not
an available remedy, LAND AUTHORITY shall have the right to recover documented out of pocket
expenses actually incurred in connection with this Agreement not to exceed $0.00.
18. The effective date of this Agreement shall be that date when the last one of Seller
and the LAND AUTHORITY has signed this Agreement.
19. Notices may only be delivered by either (i) hand delivery (ii) by certified mail, return
receipt requested, or (iii) delivery by overnight delivery service such as UPS or FedEx, to the
addressee at the address set forth herein, and shall be deemed to have been delivered on the date
of receipt of such notice, if hand -delivered, or, if mailed on the date the receipt for which the certified
mail is signed by the addressee or its authorized agent or employee, or if sent by overnight delivery
service, the day such notice is received. Either party may change the address for notice to that party
by delivering written notice of such change in the manner provided above, such change to be
effective not sooner than three (3) days after the date of notice of change, addressed as provided
hereinafter:
If to Seller:
University of Miami
1320 South Dixie Highway, Suite 705
Coral Gables, FL 33146
Attention: Brian Gitlin
If to the LAND AUTHORITY:
Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, FL 33040
Attention: Mark Rosch
20. This Agreement shall be governed, construed, and enforced in accordance with the
laws of the State of Florida.
21. SELLER AND LAND AUTHORITY HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT)
BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS AGREEMENT.
22. If the Seller wishes to proceed with this transaction, the Seller(s) have until March
24, 2014 to sign and return this Agreement to the LAND AUTHORITY. This Agreement may be
executed in counterparts. Notwithstanding any provision of this Agreement to the contrary, the
closing of this transaction is contingent upon approval by the Advisory Committee and Governing
Board of the LAND AUTHORITY, failing which the LAND AUTHORITY and the Seller shall release
one another of all further obligations under this Agreement.
IN WITNESS WHEREOF, the Seller has hereunto signed its name and affixed its respective
seal on the day first above written and therefore the Seller for and in consideration of the Ten Dollars
($10.00) hereinabove acknowledge as received, has and do hereby grant unto the LAND
AUTHORITY or its authorized representative, or any other office or agent of the LAND AUTHORITY
authorized to purchase the Property, the option and right to enter into this Agreement within sixty
(60) days from the execution thereof by the Seller, and to purchase the Property as herein provided.
SELLER:
UNIVERSITY OF MIAMI, a Florida not -for -profit
corporation
Bv:
Signature
(Print Name and Title):
Date:
Phone Number:
The MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, acting by and
through its EXECUTIVE DIRECTOR in accordance with Resolution 09-2004, has executed this
Agreement on behalf of the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY this
day of 12014.
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
BY: (Seal)
Mark J. Rosch, Executive Director
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Part of the West 1/2 of the Southwest 1/4 of Section 23, in Township 62 South, Range 38, East,
Monroe County, Florida;
Beginning at the Southeast corner of the West 1/2 of the Southwest 1/4 of Section 23, Township
62 South, Range 38 East, thence West along the South boundary line 1320 feet; thence North
along the West boundary line 165 feet; thence East 1320 feet; thence South 165 feet, to the
point of beginning.
[RE# 00089200-000000]
#3392611 v2 3/10/2014
38867-0051
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