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09/19/2018 LeaseGJ Z COURTS ° o: Kevin Madok, CPA .... Y1 Clerk of the Circuit Court & Comptroller — Monroe Count Florida •R OE COUN DATE: November 5, 2018 TO: Ke «n G. Wilson, PE Assistant County Administrator FROM: Pamela G. Hancock, D.C. SUBJECT: September 19' BOCC Meeting Attached is an electronic copy of Item N2, Lease of the property (68300 Overseas Highway, Layton) to the owner /seller, Haring Properties, Inc., for up to three (3) years at a nominal fee pursuant to the purchase contract, for your handling. Should you have any questions, please feel free to contact me at (305) 292 -3550. Thank you. cc: County Attorney_ Finance File KEY WEST 500 Whitehead Street Key West, Florida 33040 305 - 294 -4641 MARATHON 3117 Overseas Highway Marathon, Florida 33050 305 - 289 -6027 PLANTATION KEY 88820 Overseas Highway Plantation Key, Florida 33070 305 - 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 - 852 -7145 LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into on this 30 day of August, 2018, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 ( "Lessor" / "County "), and HARING PROPERTIES, INC., a Florida for - profit corporation, ( "Lessee" / "Seller "), whose mailing address is P. O. Box 838, Long Key, Florida 33001 -0838. WHEREAS, the County has entered into an Agreement for Sale and Purchase dated May 16, 2018, ( "Agreement "), with the Seller for the purchase of that certain property situated at and commonly known as 68300 Overseas Highway, Layton, Long Key, Monroe County, Florida 33001 ( "Property "); and WHEREAS, the County and Seller expect to close on the sale of this Property on or before September 7, 2018, pursuant to the Agreement; and WHEREAS, the County is purchasing this property with the intention of building a Monroe County Fire Station on this Property in the future; and WHEREAS, as a condition of the sale, pursuant to Paragraph 17.g. of the Agreement, the County and Seller agreed that upon closing, the Seller may lease the Property from the County at a nominal fee per year for up to three (3) years from the closing date pursuant to the terms and conditions as set forth in this Lease Agreement; and WHEREAS, the Lessee desires to lease the Property in the interim time period to continue his current business until the County proceeds with development of the Property; and WHEREAS, the County is willing to lease the Property for the purposes of Lessee continuing his business operations until it is ready to proceed with construction of a new Fire Station or other such use by the County; 1 NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agrees as follows: 1. Premises. The Lessor does hereby lease to Lessee and Lessee leases from the Lessor, the 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), ( "Premises "), as more particularly described on Exhibit "A" attached to this Lease and made a part hereof. 2. Term and Effective Date. Subject to and upon the terms and conditions as set forth herein, the term of this Lease shall be for up to three (3) years from commencement of this Lease, which said term shall commence on the closing date of the purchase of the Property by the County from Seller, which shall also be the effective date of this Lease. In the event that either party wishes to terminate this Lease prior to expiration of the three (3) year term, the Lessee will have one hundred eighty (180) days to vacate the Premises after receipt of such notice. 3. Extension Period. There are no extension periods anticipated as part of this Lease. In the event that Lessor chooses to offer an extension, Lessor will notify Lessee ninety (90) days prior to the expiration of the Lease, in writing, that it will consider a renewal of the Lease, and under what terms and conditions, for a mutually agreed upon time period, which will be set forth in a written amendment to this Lease. 4. Rent. Lessee shall pay the Lessor the sum of One Hundred and 00 /100 ($100.00) Dollars per year, plus applicable sales tax, due on the first day of each year, including any extension periods, payable in advance and remitted to Monroe County Clerk's Office, 500 Whitehead Street, Key West, Florida 33040. No security deposit will be required. 5. Taxes. The Lessee shall pay all taxes and assessments, if any, including any sales or use tax, levied by any governmental agency with respect to the Lessee's operations on the Premises. 6. Utilities. Lessee shall be responsible for payment of all utilities on a monthly basis, including but not limited to the following as necessary, water, electric, sewer, solid waste, trash removal, telephone, internet service, cable, LP gas, insect and rodent extermination, or other such similar utilities, as needed by Lessee. 7. Insurance. Prior to commencement of work governed by this contract, Lessee shall obtain, at Lessee's own expense, insurance as specified in Exhibit `B" attached hereto and made a part hereof. Lessee shall provide to the Lessor, as satisfactory evidence of the required insurance, either (1) a Certificate of Insurance or, (2) a Certified copy of the actual insurance policy. The Lessor, at its 2 sole option, has the right to request a certified copy of any or all insurance policies required by this Lease. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the Lessor by the insurer. The acceptance and /or approval of Lessee's insurance shall not be construed as relieving Lessee from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials shall be included as "Additional Insured" on all policies, except for Worker's Compensation. If the insurance policies originally purchased which meet the requirements of this Lease are cancelled, terminated, or reduced in coverage, then the Lessee shall immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Lease. 8. Mechanic's Liens. The Lessee shall not permit any mechanic's lien or liens to be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Lessee or its officer, employee, agent, contractor, or other representative causing the lien to be filed to discharge the lien and to hold harmless and defend Monroe County against enforcement of such lien. Pursuant to Section 713.23, Fla. Stat., the liens authorized in Ch. 713, Fla. Stat. does not apply to the Lessor. 9. Records — Access and Audits. The Lessee shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied and maintain such records for a period of four (4) years after termination of this Lease. The Lessor, its officers, employees, agents, and contractors shall have access to the Lessee's books, records, and documents related to this Lease upon request. The access to the inspection of such books, records, and documents by the Lessor shall occur at any reasonable time. 10. Relationship of Parties. The Lessee is, and shall be an independent contractor and not an agent or servant of the Lessor. The Lessee shall exercise control, direction, and supervision over the means and manner that its personnel, agents, employees, and volunteers perform the work for which purpose this Lease is entered. The Lessee shall have no authority whatsoever to act on behalf and /or as agent for the Lessor in any promise, lease, or representation other than specifically provided for in this Lease. The Lessor shall at no time be legally responsible for any negligence on the part of the Lessee, its personnel, agents, employees, or volunteers resulting in either bodily or personal injury or property damage to any individual, property, or corporation. 11. Termination. This Lease may be terminated at the discretion of the Lessor in the following circumstances: 3 A. Lessee fails to pay the rent when due; B. Lessee fails to obtain the insurance required under this Lease or allows the required insurance coverage to lapse or fall below the minimum required; C. Lessee otherwise breaches the terms of this Lease; D. Lessor may terminate this Lease upon giving sixty (60) days' prior written notice to the Lessee. E. Lessor may terminate this Lease prior to the expiration of the three (3) year term, without any penalty, in the event the County desires to earlier pursue development of the Property for the Fire Station or to meet some other County need, and in the event of such termination, Lessee shall have one hundred eighty (180) days to vacate the Premises after receipt of such notice. Unless the Lessor has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default under the terms of this Lease. In the case of default/breach, the County Administrator or his designee shall first give Lessee a written notification stating the default/breach and that Lessee has seven (7) days to correct the default/breach. If the Lessee has not corrected the default/breach at the end of the seven (7) days, then the Lessor may terminate the Lease in its discretion. If it shall be necessary to employ the services of an attorney in order to enforce its rights under this Lease, the Lessor shall be entitled to reasonable attorney's fees. Waiver of a default in any particular month shall not bind the Lessor to forego the provisions of this paragraph and any subsequent default shall be grounds for termination. 12. Uses. The Premises shall be used solely for the purposes of conducting the Lessee's activities related to its business operations known as Haring Properties, Inc. Lessee shall neither commit, nor permit waste of the demised Premises, shall use with care and shall not destroy or remove without consent of the Lessor, any fixtures or improvements of the Premises. Lessee shall not maintain, commit, or permit, the maintenance or commission of any nuisance on the Premises. Any damages resulting from misuse shall be borne by the Lessee. Lessee shall be permitted to erect signs on the Premises with prior permission of Lessor, including but not limited to a sign containing the name of Lessee's operations. The Lessor's decision on signage will be delivered no later than fifteen (15) days after the Lessee's request. Lessor retains the right to display signage for its own purposes provided it meets all legal requirements. Lessee shall not remove any interior or existing signs without Lessor's consent /permission. 13. Maintenance and Condition of the Premises. During the term of this Lease, Lessee is responsible for all maintenance and repairs, including major repairs. Lessee must keep the Premises in good order and condition. Lessee must promptly repair damage to the Premises. At the end of the term of this Lease, the Lessee must surrender the Premises to the Lessor in the same good order and condition as the Premises were on the commencement of the term, normal wear and tear excepted. The Lessee shall not commit waste on the Premises, nor maintain or permit a nuisance on the Premises. After termination or expiration of this Lease, the 4 Lessee shall pay the Lessor the cost of any repairs and clean -up necessary to restore the Premises to its condition at the commencement of the Lease. Lessee accepts the Property in "AS IS" condition, with full knowledge that the property has been determined to be "substantially damaged" and as such must be brought up to any and all current applicable Building Code provisions. The Lessee does hereby accept the leased Premises as now being in fit and tenantable condition for all purposes of the Lessee. If at any time during the term of the Lease, however, the property is determined by any lawful authority, including but not limited to, Layton Building Dept., FEMA, Dept. of Health, or Dept. of Justice for any ADA compliance standards, or for any other such related issues, to not be safe or lawfully habitable, the cost of compliance or repair will be borne by the Lessee or the Lease shall immediately terminate. 14. Assignment. Lessee may not assign this Lease or assign or subcontract any of its obligations under this Lease without the prior written approval of the Monroe County BOCC. All the obligations of this Lease will extend to and bind the legal representatives, successors, and assigns of the Lessee and the Lessor. 15. Subordination. This Lease is subordinate to the laws and regulations of the United States, the State of Florida, and Monroe County, whether in effect on commencement of this Lease or adopted after that date. 16. Licenses. Lessee shall be responsible for and provide all licenses required by all local, state, and federal agencies. 17. Premises to be Used for Lawful Purposes. It is expressly covenanted between the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the laws of the United States, or of the State of Florida, or of the Ordinances of Monroe County, Florida, or of the Ordinances of any applicable municipality. Lessee will keep and save the Lessor forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of Lessee and Lessee will indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and expense arising out of any accident or other occurrence, causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by Lessee. 18. Limitation of Lessor's Liability. It is further agreed that in no case shall the Lessor herein be liable, under any express or implied covenants in the Lease, for any damages whatsoever to the Lessee beyond the rent reserved by the Lease accruing, for the act, or breach of covenant, for which damages may be sought to be recovered against said Lessor, and that in the event said Lessee shall be ousted from the possession of said property by reason of any defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall 5 not be required to pay rent under this Lease while it is so deprived of said property, and that said Lessor shall not incur any liability as a result of such ouster. 19. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 20. County's Right of Entry. The Lessor reserves the right hereunder to enter upon the Premises at any reasonable time during normal operating hours for the purpose of inspecting said Premises to determine whether Lessee has complied and is complying with the terms and conditions of this Lease. The Lessee hereby agrees to keep the Premises at all times in a clean and sanitary condition, and not to maintain or keep upon said Premises any properties or equipment not used in connection with the operation of said business, unless authorized by the Lessor to do so. 21. Responsibility for Property on Leasehold. All property of any kind that may be on the Premises during the term of this Lease shall be at the sole risk of the Lessee. The Lessor shall not be liable to the Lessee or any other person for any injury, loss, or damage to property or person on the Premises. 22. Damage to Leasehold. In the event that the demised Premises, or a major part thereof, are destroyed by fire, storm, or any other casualty, the Lessor at its option may forthwith repair the damage to the Premises and any structures located thereon at its own cost and expense. The rental thereon shall cease until the completion of such repairs. If Lessor exercises its option to repair the Premises, Lessee agrees to assign its right to the insurance proceeds to the Lessor. 23. Rights Reserved. Rights not specifically granted to Lessee by this Lease are reserved to the Lessor. 24. Indemnification / Hold Harmless. The Lessee covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Lessee utilizing the property governed by this lease /rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 25. Governing Law, Venue, and Interpretation: This Lease shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease, the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 6 The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Lease by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 26. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 27. Severability. If any term, covenant, condition, or provision of this Lease (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and provisions of this Lease, shall not be affected thereby; and each remaining term, covenant, condition, and provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions, and provisions of this Lease would prevent the accomplishment of the original intent of this Lease. The Lessor and Lessee agree to reform the Lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 28. Attorney's Fees and Costs. The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 29. Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall bind and inure to the benefit of the Lessor and Lessee and their respective legal representatives, successors, and assigns. 30. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Lease have been duly authorized by all necessary County and corporate action, as required by law. 31. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 32. Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions 7 between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Lease or by Florida law. 33. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Lease, Lessor and Lessee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Lease or provision of the services under this Lease. Lessor and Lessee specifically agree that no party to this Lease shall be required to enter into any arbitration proceedings related to this Lease. 34. Nondiscrimination. Lessor and Lessee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Lease automatically terminates without any further action on the part of any party, effective the date of the court order. Lessor and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Lease. 35. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Lease, and that the only interest of each is to perform and receive benefits as recited in this Lease. 36. Code of Ethics. Lessor agrees that officers and employees of the Lessor recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, 8 solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 37. No Solicitation/Payment. The Lessor and Lessee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Lease. For the breach or violation of this provision, the Lessee agrees that the Lessor shall have the right to terminate this Lease without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 38. Public Access. The Lessor and Lessee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Lessor and Lessee in conjunction with this Lease; and the Lessor shall have the right to unilaterally cancel this Lease upon violation of this provision by Lessee. 39. Non - Waiver of Immunity. Notwithstanding the provisions of Chapter 768.28, Florida Statutes, the participation of the Lessor and Lessee in this Lease and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 40. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Lessor, -when performing their respective functions under this Lease within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 41. Legal Obligations and Responsibilities. Non - Delegation of Constitutional or Statutory Duties. This Lease is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Lease is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Lessor, except to the extent permitted by the Florida constitution, state statute, and case law. 42. Non- Reliance by Non - Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Lease to enforce or attempt to enforce any third -party claim or 9 entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. 43. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 44. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no member, officer, agent, or employee of Monroe County shall be liable personally on this Lease or be subject to any personal liability or accountability by reason of the execution of this Lease. 45. Execution in Counterparts. This Lease may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Lease by signing any such counterpart. 46. Section Headings. Section headings have been inserted in this Lease as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Lease and will not be used in the interpretation of any provision of this Lease. 47. Cancellation of Agreement. Lessor may cancel this Lease Agreement by giving Lessee sixty (60) days' advanced written notice upon the happening of any of the following events: the appointment of a receiver of Lessee's assets; the divesting of Lessee's leasehold estate by other operation of law; the abandonment by Lessee of the premises for a period of sixty (60) days. By the end of the sixty (60) days' notice period, Lessee shall have vacated the premises and the Lessor may immediately re -enter and take possession of same. If it is necessary to employ the services of an attorney in order to enforce the Lessor's rights under this paragraph, the Lessor shall be entitled to reasonable attorney's fees. 48. Mutual Review. This Lease has been carefully reviewed by Lessee and Lessor; therefore this Lease is not to be construed against either party on the basis of authorship. 49. Notices. Any written notice or correspondence given pursuant to this Lease shall be sent by United States Mail, certified, return receipt requested, or by courier with proof of delivery. Notice shall be sent to the following persons: LESSOR: LESSEE: County Administrator Philip R. Haring Monroe County Haring Properties, Inc. 1100 Simonton Street P. O. Box 838 10 • _ Room 2-205 Long Key, Florida 33001-0838 Key West, Florida 33040 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. "%\Cciqrb 0 9 (; - *,z - - '--,', , , , LESSOR: BOARD OF COUNTY COMMISSIONERS - '•,:` , ..17,-i- ATT8TACEVIN MADOK, CLERK -•...:,>•:',-,==r:_:„,---•'-' / 7 OF MONROE r , , .' \ FL* ' ! II A / / By: 6 . By: ...,„, . Deputy Clerk Mayor David Rice - --- LESSEE: HARING PROPERTIES, INC. WITNESSES: / /41,a By: tit . . difit 4 IMA , A t or , Print Name Print Name c ....._ . Title ,o,,,a i_ ....„3„..,,,.„..„..„, _ _...\:.,._____ Print Name ,. cv LLJ,-- ' CC a.. - -- - , .5g c) LI) MONROE COUNTY ATIORNEY'S OFFICE • # . *PRpVEO AS TO ';.'; R i t LL1 C) "-I & :...^ .4 C.... PATRICIA EABLES b-ry ASSISTANT COU A tv NEY p3 ATE i I EXHIBIT "A" Legal Description of Premises 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. EXHIBIT `B" Insurance Requirements 2015 Edition MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Organizations /Individuals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its concessionaire operations, the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organiation/lndividual will be held responsible for all deductibles and self insured retentions that may be contained in the Organization/Individual's Insurance policies. The Organization/Individual shall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Organization/Individual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee" with respect to Fire Legal Exposure. Administrative Instruction 7500.6 - 31 2015 Edition Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. Administrative Instruction 7500.6 32 2015 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE /RENTAL OF PROPERTY OWNED BY THE COUNTY BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease /rental agreement, the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Fire Legal Liability (with limits equal to the fair market value of the leased property.) The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination of the Lease /Rental Agreement. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Administrative Instruction 7500.6 34 2015 Edition ALL RISK PROPERTY INSURANCE REQUIREMENTS FOR LEASES /RENTALS OF COUNTY -OWNED PROPERTY BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this leasefrental agreement, the Organization/Individual shall obtain All Risk Property Insurance (to include the perils of Flood and Wind) with limits no less than the Replacement Cost Value of the property leased or rented. Coverage shall be maintained throughout the life of the Lease /Rental Agreement and include, as a minimum, liability coverage for: Fire Lightning Vandalism Sprinkler Leakage Sinkhole Collapse Falling Objects Windstorm Smoke Explosion Civil Commotion Aircraft and Vehicle Dama_e Flood The Monroe County Board of County Commissioners shall be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requiretnents. Administrative Instruction 7500.6 33 �—. HARIPRO -01 ALLENJ AC-COREY CERTIFICATE OF LIABILITY INSURANCE DA 11 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Johnsons Insurance Agency a Division of IOA 13361 Overseas Hwy (A //c o, E :t): (305) 289 - 0213 (A No): (305) 743 - 1810 Marathon, FL 33050 ADDRESS: INSURER(S) AFFORDING COVERAGE _ NAIC # INSURER A : Western World Insurance Company 13196 INSURED INSURER B : Haring Properties Inc. INSURERC: P.O. Box 838 INSURER D : - Long Key, FL 33001 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM /DD/YYYYI (MM /DDIYYYYI A X COMMERCIAL GENERAL LIABIUTY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X P DREMISES NPP8476237 10/09/2018 10/09/2019 AMAGETOR(Ea EoccurreNTED nce) $ 900,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- LOC PRODUCTS - COMP /OPAGG $ 1,000,000 JECT OTHER: $ A COMBINED SINGLE LIMIT AU LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ AUTOS ONLY - NON-OWNED ONLY (Per aERTY Pccident DAMAGE $ (Per $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER I AND EMPLOYERS' LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER /EXECUTIVE N /A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may b - hed if more space is required) APA • oVEO ,:Y SK • y„ EMENT lei _ r ; � . BY `` DATE I ' L,. . WAIVER / YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _ Monroe County Board of County Commissioners 500 Whitehead St !Key West, FL 33040 + . [ £ . , ,, ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2018 Edition MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS k is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract. Contractor/Vendor: I rr 6 t• -_ , L 7 T_ _ — C._ _ Project or Service: CooO — S3001 Contractor/Vendor Address & Phone tit 6. Lx 51/41 g.300 (' H —2\O General Scope of Work: (3 V: A-1,,,x) rzsckl Reason for Waiver or y ) , igoez.sh\q - is Modification: (D/A/fez 724AT Jagiviau5 A coNb)TtOv0 Policies Waiver or Modification will apply to W; zikjoi.<c. K s 04, • 1:-/- U/1)& a) 0 ;‘) CC.' 1 WL Signature of ContractorNendor: Date:161aa_ Appmv [got Approved Risk Management Signature: Date: _ County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved Not Approved: Meeting Date: _ Administrative Instruction 1500.7 104 ��couqd 1� Kevin Madok, CPA '''. 'W� .- Clerk of the Circuit Court & Comptroller — Monroe County, Florida wow= 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 04, 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 KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead. Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Plantation Key, Florida 33070 305- 294 -4641 305 - 289 -6027 305 - 852 -7145 305 =852 -7145 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this 4 4. day of 1/ , 2018, between MONROE COUNTY, FLORIDA, a political subdivisiod of the State of Florida, as "Purchaser" or "COUNTY ", c\o 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. • I. In consideration of Ten Dollars ($I0.00) 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 43040 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 Page l of 9 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 title 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 Page2of9 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. Page 3 of 9 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 Page 4 of 9 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. Page 5 of 9 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. Page 6 of 9 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 not 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. • Page 7of 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. B : ' Date: 71 5/2o 7g Y AFL.?' Si nature � /+i L ! if' iM e,,J 1 ,-, Eclat lame Print Title • PURCHASER: "COUNTY" BOARD OF COUNTY COMMISSIONERS OF MONROE OUN y, FLORIDA By: Date: 11 ti+ T 8 • _ ® P;,' 1 ayor David Rice t -) '� '� IN DOK, CLERIC o i .1. -P741) .. A U? 717%t� O i Deputy Clerk c,mi. : r: -- c _ a -� ::a --t = LIZ - t.:•. MO OE COUNTY ATTORNEY''SS OFFICE 1 rEp AS TO E'. PATRICIA EAGLES ASSISTANT COU ORNEY DATE: --- --2'f- 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. Paee 9 of 9 Doc! 2185228 09/05/2018 1:27P11 Filed & Recorded in Official Records of MONROE COUNTY KEVIN MADOK Prepared By - Return To: True Title Agency, Inc. 9 Ships Way 09/05/2018 1 :27PM Big Pine Key, FL 33043 DEED DOC STAMP CL: Cic 1 $4,039.00 Order No.: 2018 -298 Doc! 2185228 Property Appraiser's Parcel I.D. (folio) Number: Bkp 2925 Pg! 678 00387620- 000000 and 00387640- 000000 WARRANTY DEED - s- 77,0 co, c c�. THIS WARRANTY DEED dated the 5c day of August, 2018, by Haring Properties, Inc., a Florida corporation, whose post office address is P.O. Box 838, Long Key, Florida 33001 (the "Grantor "), to Monroe County, a political subdivision of the State of Florida, whose post office address is 1100 Simonton Street, Key West, Florida 33040 (the "Grantee "). (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations) WITNESSETH: That the grantor, for and in consideration of the sum of Ten And No /100 Dollars ($10.00) and other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys, and confirms unto the grantee, all the certain land situated in County of Monroe, State of Florida, viz: Lots 28, 29 and 30, Block 3, LONG KEY ESTATES, SECOND ADDITION, according to the Plat thereof, as recorded in Plat Book 4, Page 127, of the Public Records of Monroe County, Florida. Grantor warrants that at the time of this conveyance, the subject property is not the Grantor's homestead within the meaning set forth in the constitution of the state of Florida, nor is it contiguous to or a part of homestead property. Subject to easements, restrictions, reservations and limitations of record, if any. TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in any wise appertaining. TO HAVE AND TO HOLD the same in Fee Simple forever. AND the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to: 2017. IN WITNESS WHEREOF, the said grantor has signed and sealed these presents the day and year first above written. Warranty Deed Page 11 Doc$ 2185228 BIOS 2925 Pg$ 679 Signed, sealed and delivered in presence of: Haring Prope Inc., a Florida corporation J Witne Signature BY ` I LC ( l 1 n l -1 C, Philip R. Hat' � r �� President Pr' • - . N • - of First its - s Sri • ,f Witness Signature, ei; -,r, F t - ��- Printed Name of Second Witness STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this tY day of August, 2018 by Philip R, Haring, Jr, as President of Haring Properties, Inc., a Florida corporation, who [ ] is personally known or [ ] has produced a driver's license as identification. \ �� \�111 - /� / • `0��9 F Notary Public v � [Notary Seal] • c. 6 >> • 2 N ry � � � `� ' Printed Name: #GG 105764 My Commission Expires: yti y. o ff ..- '3,;"%ded � •' 0 � ` ` 41 N, it 11-4 9nig MO ®,o - !+blic and •' �, � MONROE COUNTY OFFICIAL RECORDS Warranty Deed Page I2 •