05/16/2018 Agreement
DATE:
August 3, 2018
TO:
Patricia Eables, Assistant County Attorney
County Attorney’s Office
FROM:
Pamela G. Hancock, D.C.
SUBJECT:
May 16th BOCC Meeting
Attached is an electronic copy of Item O4,
Contract to purchase two (2) parcels in the City of
Layton for use as a portion of the property for a future replacement fire station in Layton and
authorization for the Mayor to execute the contract once signed by the owner, for your handling.
Should you have any questions, please feel free to contact me at ext. 3130. Thank you.
cc: Finance
File
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this __.t& day of , 2018, between
MONROE COUNTY, FLORIDA, a political subdivisio of the State of Florida, as
"Purchaser" or "COUNTY ", coo County Administrator, 1100 Simonton Street, Room 2 -205,
Key West, Florida 33040, and HARING PROPERTIES, INC., a Florida for - profit
corporation, as "SELLER ", whose mailing address is P. O. Box 838, Long Key, FL 33001-
0838.
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 and the COUNTY
agrees to purchase from SELLER those certain lands upon the terms and conditions hereinafter
set forth, and for the purchase price of FIVE HUNDRED AND SEVENTY -SEVEN
THOUSAND DOLLARS AND NO /CENTS ($577,000.00) for all of the lands and other
interests, which lands shall include all tenements, hereditaments, together with all water and
other rights, easements, appurtenances, and any and all of the SELLER'S rights in or arising by
reason of ownership thereunto belonging, owned by SELLER, situated and lying in the County
of Monroe, State of Florida, more particularly described in paragraph 2 below and Exhibit "A"
attached hereto.
2. The property which the SELLER agrees to sell and the Purchaser agrees to buy pursuant to
the terms of this Agreement is that property situated at and commonly known as 68300
Overseas Highway, Layton, Long Key, Monroe County, Florida 33001, and more
particularly described as: Lots 28 and 29, Block 3, Long Key Estates Second Addition
(Alternate Key# 1475742, Parcel ID# 00387620 - 000000) and Lot 30, Block 3, Long Key
Estates Second Addition (Alternate Key# 1475769, Parcel ID# 00387640 - 000000).
3. If the SELLER wishes to proceed with this transaction, the SELLER has until July 27, 20I8,
to sign and return this Agreement to the County Administrator at:
Mr. Roman Gastesi
County Administrator
1100 Simonton Street, Suite 2 -205
Key West, Florida J3040
Execution of this Agreement by SELLER shall serve to warranty that HARING
PROPERTIES, INC., is the sole owner of the property, holds a certificate of good standing
with the Florida Division of Corporations, Florida Department of State, and holds good and
sufficient title to the property.
4. The SELLER agrees that it has full right, power and authority to convey, and that it will
convey, to the COUNTY the fee simple title to the property, with legal and practical access
thereto clear, free and unencumbered except as stated above.
5. SELLER shall convey a marketable title to the property to COUNTY subject only to the
aforementioned liens, encumbrances, exceptions or qualifications set forth herein. Marketable
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title to the property shall be conveyed by Seller to the COUNTY by a good and sufficient
statutory warranty deed determined according to applicable title standards adopted by authority
of the Florida Bar and in accordance with law.
a. The COUNTY shall have thirty (30) days from the date that the latter of both the
SELLER and the COUNTY fully execute this Agreement (the "Effective Date ")
within which to examine title. If title to the property is found to be other than as
portrayed by Seller and if such differences render tide to the property unmarketable
( "defects "), then the COUNTY shall, within the specified time period, notify
SELLER in writing specifying the defect(s) and the SELLER will have thirty (30)
days from receipt of notice of the defect(s) within which to remove the defect(s),
failing which the COUNTY shall have the option (to be exercised within five (5)
days after the expiration of the thirty (30) day cure period) of either accepting the
title as it then is or terminating this Agreement. If the COUNTY terminates this
Agreement, the COUNTY and the SELLER shall release one another without
liability to either party of all further obligations under this Agreement, except those
which expressly survive the termination or expiration hereof.
b. The SELLER will, if title is found defective and unmarketable, use diligent efforts to
correct the defect(s) in title within the time provided therefore, excluding the
bringing of necessary suits.
6. During the pendency of this Agreement, 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 any loss or damage occurring prior to the vesting of title
to the property in the COUNTY by reasons of the unauthorized cutting or removal of products
therefrom, or any other hazard, shall be borne by the SELLER. In the event any such loss or
damage occurs, the COUNTY may refuse, without liability, to accept conveyance of said lands
by written notice thereof to SELLER within ten (10) days of being notified of such loss or
damage, in which event this Agreement shall thereupon terminate and the parties shall be
released herefrom (except for these matters which expressly survive the termination hereof).
7. The SELLER further agrees that during the period covered by this Agreement the officers and
accredited agents of the COUNTY shall have at all proper times and with prior notice to
SELLER the right and privilege to enter upon said lands for the inspection and examination of
said lands and the resources upon them. COUNTY agrees to pay and be responsible for paying
all of the costs and expenses of conducting its inspection and examination of said land. The
COUNTY'S agreement to pay such costs and expenses shall survive the termination hereof
and/or the closing hereunder and the making of any payment hereunder. COUNTY shall make
available to SELLER, upon request, copies of all reports, test results, and information derived
from the above - described activities.
8. The COUNTY, at its own expense, shall have five (5) days from the Effective Date of this
Agreement in which to conduct and conclude any and all inspections deemed to be necessary as
determined in Buyer's sole discretion, including but not limited to a current Phase 1
Environmental Site Assessment (ESA) to determine the existence and extent, if any, of any
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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. The County waives its right to
conduct a Phase II Environmental Site Assessment (ESA II).
a. If the Phase I ESA identifies the presence of hazardous materials on the property,
the COUNTY shall, within the five (5) day time period, notify SELLER in writing
of such findings and it shall with such notice provide a copy of ESA to SELLER.
b. The SELLER will have the right, but not the obligation to, within thirty (30) days
from receipt of such notice at SELLER'S sole cost and expense, assess and clean -up
the property to the extent necessary to bring the property into full compliance with
any and all applicable federal, state or local laws.
c. If the SELLER refuses to act or fails to act to bring the property into full compliance
with any and all applicable federal, state, or local environmental laws within such
specified time, this Agreement shall terminate and the COUNTY and the SELLER
shall release one another of all further obligations under this Agreement except for
those which expressly survive the termination hereof.
9. Closing shall take place on or before September 7, 2018 (the "Closing Date ") and provided
COUNTY does not cancel this Agreement on or prior to the expiration of the Inspection Period
(as hereinafter defined), subject only to the extension of the Closing Date to allow for the cure
of defect(s) in title or the remediation of environmental conditions on the property, each as
above set forth. In the event that the Closing Date is extended to account for the cure periods
related to title defect(s) or property contamination disclosed by the ESA, then the Closing Date
shall be thirty (30) days after such cures are effected or thirty (30) days after the COUNTY
waives the curing of title defect(s) (environmental conditions requiring remediation by
SELLER not being waivable by the COUNTY) and elects to proceed with the transaction,
whichever occurs earlier. Closing on the property may occur prior to that date if all
contingencies in this Agreement have been met and both parties agree in writing to an earlier
date for closing.
10. In consideration whereof, the COUNTY agrees that it will purchase all of said lands and
other interests of SELLER therein at the closing at the purchase price of FIVE HUNDRED
AND SEVENTY -SEVEN THOUSAND DOLLARS AND NO /CENTS ($577,000.00). The
COUNTY further agrees that, upon the preparation, execution and delivery of the deed, as
hereinafter provided, it will cause to be paid to the SELLER the purchase price by a check
drawn on the account of the COUNTY or by federal wire transfer of funds, whichever
SELLER elects by giving written notice to COUNTY at least five (5) days prior to closing.
11. The COUNTY shall pay the following expenses associated with the conveyance of the
property: deed recording fees, abstract fees, survey, the COUNTY's attorney's fees, the pro rata
share of real property taxes and assessments allocable to the period subsequent to the vesting of
title in the COUNTY, or the effective date of possession of such real property by the same,
whichever is earlier, all costs of conducting its inspections of the property, including the ESA.
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12. The SELLER shall pay the expenses of documentary stamps to be affixed to the deed, real
estate commissions, if any, to SELLER'S broker only. SELLER and COUNTY shall split
equally the title examination fee and Owner's Title Policy premium. SELLER shall be
responsible for the removal and disposal of trash and debris from the property, if any. 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 and exceptions stated in this Agreement and any
additional rental provisions for the SELLER to retain possession of the property pursuant to a
Lease Agreement to be entered into between the parties.
13. SELLER will pay (i) the full amount of assessment liens that are certified, confirmed and
ratified before closing and (ii) the amount of the last estimate of the assessment if any
improvement is substantially completed as of the closing, but has not resulted in a lien before
closing. COUNTY will pay all other amounts. If special assessments may be paid in
installments, COUNTY will pay installments due after closing.
14. It is mutually understood and agreed that notice of acceptance of this Agreement shall be
given to the SELLER no later than August 3, 2018, by mail addressed to the SELLER at the
following address:
HARING PROPERTIES, INC.
P. O. Box 838
Long Key, FL 33001 -0838
and shall be effective upon the date of execution by the Mayor of Monroe County, Florida, and
shall be binding upon the SELLER and COUNTY provided that the notice is mailed by said
date
15. As previously set forth, the Effective Date of this Agreement shall be that date when the
last one of the SELLER and the COUNTY has signed this Agreement.
16. This Agreement may be executed in counterparts each of which will be deemed an
original, but all of which will constitute one and the same instrument. Notwithstanding any
provision of this Agreement to the contrary, the execution and delivery of this Agreement by or
before the Effective Date is contingent upon approval by the Monroe County Board of County
Commissioners by or before the Effective Date.
17. The following additional provisions ( "additional provisions ") shall be deemed to be an
integral part of this Agreement. In the event of any conflict between the additional provisions
and any of the other provisions, terms and conditions of this Agreement, the additional
provisions shall control over those provisions, terms and conditions with which they are in
conflict:
a. COUNTY during the Title Review Period and at its option and at its expense, may
have the property surveyed at COUNTY's expense. The survey will conform to the
minimum requirements for land surveys as developed and adopted by the Florida
Board of Land Surveyors of the Florida Department of Professional Regulation. If
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the survey, certified by a registered Florida surveyor, shows any encroachment on
the property or improvements located on the property encroaching on lands of
others, or any other conditions which would render title to the property
unmarketable, same shall be treated as a title defect(s) in accordance with Paragraph
5(a) and (b) above. SELLER will deliver to COUNTY a copy of the survey if
existing presently in its possession within ten (10) days of the Effective Date.
b. Within thirty (30) days from the Effective Date, COUNTY shall obtain a title
insurance commitment issued by True Title Agency, Inc., a title insurance company
qualified to do business in the State of Florida (hereinafter, the "Title Insurance
Company "), agreeing to issue to COUNTY, upon recording of the deed conveying
the property to COUNTY, an owner's title insurance policy in the amount of the
purchase price, insuring the fee simple title in and to the property in the COUNTY,
subject only to the exceptions which do not render title to the property
unmarketable. The title insurance policy premium relating to the issuance of the
COUNTY's Owner's Title Insurance Policy shall be a shared expense of the
SELLER and COUNTY and shall be at the lowest promulgated rate available.
c. Except as otherwise provided herein, the closing of title shall take place on the Closing
Date, provided that COUNTY has not elected to cancel this Agreement on or before
the expiration of the Inspection Period. The closing of title shall take place at 9 Ships
Way, Big Pine Key, Florida 33043, or at such other place in Monroe County as
COUNTY and SELLER may agree upon not later than seven (7) days prior to the
Closing Date. The closing of title shall be accomplished "in escrow ", in accordance
with the customs and practices generally followed in Florida for such closings and
may be a "mail away" closing. The Title Insurance Company, directly or through its
agent, is hereby appointed to act as the closing and disbursing agent (hereinafter the
"Closing Agent "). All closing documents in respect to the property and closing
monies shall be delivered to the Closing Agent on or before the Closing Date, with
instructions to record all recordable documents, update abstracts through such
recording, and if no lien or encumbrance or other matter (other than those subject to
which COUNTY has agreed to accept title to the property) is shown, to effect
distribution of closing documents and closing funds promptly upon completion of
updated examination of the title to the property or, if a lien or encumbrance or other
matters (other than those subject to which COUNTY has agreed to accept on the
property) shall be shown, to promptly notify COUNTY and SELLER and await
further instruction, unless the provisions hereof otherwise direct. The Title Insurance
Company shall insure against the "gap" under F.S. 627.7841, in which event the
foregoing procedure shall not apply and the documents shall be recorded and funds
disbursed on the Closing Date.
d. If COUNTY defaults in its performance hereunder, the SELLER shall have the right
to pursue those remedies which may be available to it in law and /or equity. If
SELLER defaults in its performance hereunder, the COUNTY shall have the right to
pursue those remedies which may be available to it in law and /or equity.
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e. SELLER agrees, from time to time and at any time, including but not limited to the
Closing Date, following a reasonable request therefor by COUNTY or the Title
Insurance Company, to execute and deliver to COUNTY such further documents and
instruments in form and substance reasonably satisfactory to the Title Insurance
Company or COUNTY, as applicable, as may be necessary to confirm and /or
effectuate the obligations of SELLER hereunder and the consummation of the
transactions contemplated hereby. COUNTY agrees, from time to time and at any
time, including but not limited to the Closing Date, following a request therefore by
SELLER, or the Title Insurance Company, to execute and deliver to SELLER or the
Title Insurance Company such further documents and instruments in form and
substance reasonably satisfactory to SELLER or the Title Insurance Company, as
applicable, as may be necessary to confirm and/or effectuate the obligations of
County hereunder and the consummation of the transactions contemplated hereby.
The provisions of this Article shall survive the closing of title.
f. Notwithstanding anything contained herein to the contrary, the COUNTY may cancel
this Agreement in its sole and absolute discretion at any time prior to 5:00 p.m. on
that date which is thirty (30) days subsequent to the Effective Date ( "Review
Period "). During such Review Period, COUNTY shall have the right to inspect the
property and all aspects thereof to determine if same is suitable to COUNTY in its
sole and absolute discretion. Such inspections may include, without limitation, the
preparation of, presentation to and approval by the Monroe County Board of County
Commissioners of a business plan for the post - closing improvement and use of the
property. In the event the COUNTY does not deliver written notice of its election to
cancel this Agreement to SELLER and Escrow Agent on or before 5:00 p.m. on the
last day of the Inspection Period, then, in that event and except as otherwise provided
for in this Agreement, COUNTY shall be deemed to have waived the right of
cancellation set forth in this paragraph and shall proceed with the sale and purchase
transaction as provided herein. In the event the COUNTY does timely deliver written
notice of its election to cancel this Agreement, then this Agreement shall be deemed
cancelled and of no further force or effect whatsoever except for those provisions
hereof which expressly survive the cancellation or termination hereof. COUNTY's
failure or refusal to cancel this Agreement by the expiration of the Review Period
shall be deemed to further evidence the approval hereof and the sale and purchase
provided for herein by the MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS.
g. COUNTY and SELLER agree that upon closing, the SELLER may lease the property
described herein from the COUNTY at a nominal fee of One Hundred and 00 /100
($100.00) Dollars per year for up to three (3) years from the closing date pursuant to
terms and conditions as set forth in a separate Lease Agreement to be executed by the
parties.
h. This Agreement integrates and supersedes all other agreements and understandings of
every character of the parties and comprises the entire agreement between them. This
Agreement may not be changed except in writing signed by both of the parties.
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Except as expressly provided for herein, no waiver of any rights or obligations
hereunder shall be deemed to have occurred unless in writing signed by the parties
against whom such waiver is asserted and no waiver shall be deemed a waiver of any
other or subsequent rights or obligations.
i. Words used herein in the singular shall include the plural and words in the masculine
shall include words in the feminine or neuter gender where the text of this Agreement
so requires.
j. The terms, covenants and conditions of this Agreement shall apply to, be binding
upon, inure to the benefit of, and be enforceable against the parties hereto and their
respective successors and permitted assigns, and legal representatives. This
Agreement shall riot be assignable without the prior written consent of the other party
hereto, which may be granted or withheld in such other parties' reasonable discretion.
k. In connection with any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover all costs incurred, including reasonable attorney's fees and
costs at all levels of proceedings.
1. This Agreement shall not become effective and binding until fully executed by both
COUNTY and SELLER, the date the last party fully executed this Agreement being
the "Effective Date" hereof.
m. This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida.
n. Any headings inserted at the beginning of any article are for convenience of reference
only and shall not limit or otherwise affect or be used in the construction of any of the
terms or provisions hereof.
o. This Agreement shall not be construed more strongly against either party regardless of
who is responsible for its preparation.
p. All Exhibits attached hereto are incorporated herein by reference and made a part
hereof as if fully rewritten or reproduced herein, including but not limited to Exhibit
"A" attached hereto.
IN WITNESS WHEREOF, the SELLER has hereunto signed this Agreement as of the
date below written and the SELLER, for and in consideration of the Ten Dollars ($10.00)
hereinabove acknowledged as received, has and does hereby grant unto the COUNTY or its
authorized representative, or any other officer or agent of the COUNTY authorized to purchase
said lands, the right to enter into this Agreement on May 16, 2018, and to purchase said lands as
herein provided. Execution hereof by the COUNTY by or before August 3, 2018, shall be
deemed to evidence approval hereof by the MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS.
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THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY
UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
SELLER:
HARING PRO ERTIES, INC.
By:
/ _ Date:
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PHIL / ,1- ' /y1.)
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Print Title
PURCHASER: `COUNTY"
BOARD OF COUNTY COMMISSIONERS
OF MONROE OUN X, FLORIDA
By: Date: it 14 t 8
067:D1 , ayor David Rice
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MO OE COUNTY ATTORNEY'S OFFICE
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PATRICIA EABLES
ASSISTANTCOUn 'YORNEY
DATE
Page 8 of 9
EXHIBIT "A"
(Legal Description)
That property situated at, and commonly known as, 68300 Overseas Highway, Layton, Long
Key, Monroe County, Florida 33001, and more particularly described as:
Lots 28 and 29, Block 3, Long Key Estates Second Addition
(Alternate Key# 1475742, Parcel ID# 00387620 000000)
and
Lot 30, Block 3, Long Key Estates Second Addition
(Alternate Key# 1475769, Parcel ID# 00387640 - 000000)
according to the map or plat thereof, as recorded in Plat
Book 4, Page 127, of the Public Records of Monroe
County, Florida.
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