02/20/2019 Agreement p�.t COUgra Co
Kevin Madok, CPA
••.-`:{I1 '�� Clerk of the Circuit Court&Comptroller—Monroe County, Florida
ROE cOU�•
DATE: February 26, 2019
TO: Kevin G.Wilson
Assistant County Administrator
Tammy Sweeting
Interim Executive Administrator
FROM: Pamela G. Hanco.y �► .C.
SUBJECT: February 20th BOCC Meeting
Enclosed is a duplicate original of Item C3, a Contract with BCP, LLC to purchase a
property at 316 Simonton Street in Key West for $2,020,000.00, for the Public Defender,for your
handling:
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: B. Erickson/A. Mytnik
County Attorney
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
T i
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this day �
of J y 2019, between MONROE COUNTY,
FLORIDA, a political subdivision of the State of Florida, as "Purchaser" or "COUNTY", c\o
County Administrator, 1100 Simonton Street, Room 2-205, Key West, Florida 33040, and
BCP, LLC, a Florida limited liability company, as "Seller", whose address is 1409 Sun
Terrace Key West, Florida 33040.
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 TWO MILLION AND TWENTY
THOUSAND DOLLARS AND NO/CENTS ($2,020,000.00) for all of the lands and other
interests, which lands shall include all tenements, hereditaments and improvements,
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 City of Key West, 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 316 Simonton Street, Key West
Florida 33040, and more particularly described as: KW PT Lot 1 and PT Lot 2 SQR 24
(Alternate Key# 1004391, Parcel ID# 00004220-000000), comprised of approximately
15,990 square feet of land and three buildings totaling approximately 4,707gross square feet
3. If the Seller wishes to proceed with this transaction, the Seller has until January
25, 2019, 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 33040
Execution of this Agreement by Seller shall serve to warranty that BCP, LLC., 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
subject only to those matters which COUNTY shall determine as acceptable during Title
Examination, which shall be substantially identical to those matters set forth in Exhibit "B"
attached.
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
Contract for Sale/ Purchase
316 Simonton St, Key West Page 1
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 set forth in Exhibit "B" 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 here from (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
improvements 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 and improvements. 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 sixty (90) 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
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
Contract for Sale/ Purchase
316 Simonton St, Key West Page 2
which is regulated by any environmental law. In the event the COUNTY, in its sole discretion,
determines that a Phase II Environmental Site Assessment (ESA II) is required, COUNTY shall
have an additional sixty(60) days in which to conduct the Phase II Assessment.
a. If either the Phase I or Phase II ESA identifies the presence of hazardous
materials on the property, the COUNTY shall, within the sixty (60) day time period, notify Seller
in writing of such fmdings 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 sixty (60) 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.
d. It shall be a condition of COUNTY's obligation to close on the purchase of the
property that COUNTY receive Major Development Plan approval from the City of Key West
City Commission if determined by the Key West Planning Director to be required for
COUNTY'S intended use of the property. COUNTY shall use all reasonable speed and
diligence to make application and to timely pursue approval of the Major Development Plan
necessary to allow Buyer's intended conversion of the property to serve as professional office
space for the Public Defender for Monroe County, and shall submit the application and all
required documentation not later than three (3) months form the Effective Date of this
Agreement. Seller agrees to designate COUNTY as its agent for purposes of filing and
prosecuting said application. Seller agrees to cooperate and assist COUNTY as may be
requested from time to time.
9. Closing shall take place on or before September 1, 2019 (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, COUNTY agrees that it will purchase all of said lands,
Contract for Sale/Purchase
316 Simonton St, Key West Page 3
improvements and other interests of Seller therein at the closing at the purchase price of
$2,020,000.00. Within five (5) business following the Effective Date of this Agreement
COUNTY shall cause an earnest money deposit of FIFTY THOUSAND DOLLARS
($50,000.00) with Oropeza, Stones & Cardenas Real Estate Trust Account. 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 federal wire transfer of
funds as directed by the designated Settlement Agent to the real estate escrow account not less
than 24 hours prior to closing.
11. The COUNTY shall pay the following expenses associated with the conveyance of the
property: deed recording fees, title examination fee, and Owner's Title Policy premium,
survey fee, the COUNTY's legal counsel 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.
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 shall be responsible for the
removal and disposal of all personal property,trash and debris from the property, if any. Full
rights of possession and occupancy 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. It is an express condition of COUNTY's obligation to close that no
TENANT shall be in possession or occupancy on day of closing.
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. COUNTY acknowledges that Bernie Papy, sole member of BCP, LLC is a Licensed
Real Estate agent in the State of Florida.
15. It is mutually understood and agreed that notice of acceptance of this Agreement shall
be given to the Seller no later than February 25, 2019, by email addressed to the Seller at the
following address; Bernie Papy BCPAPY111@msn.comwith a copy delivered also by USPS as
soon as practicable thereafter to:
BCP, LLC
1409 Sun Terrace
Key West, Florida 33040
and shall be effective upon date 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.
Contract for Sale/Purchase
316 Simonton St, Key West Page 4
16. 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.
17. 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 Board of County
Commissioners by or before the Effective Date.
18. 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 Inspection 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 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 OROPEZA, STONES & CARDENAS PLLC, 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 set forth in
Exhibit "B" and those other 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 an expense of the 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 221 Simonton Street,
Key West, Florida 33040, 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
Contract for Sale/Purchase
316 Simonton St, Key West Page 5
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
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.
e. Seller agrees, from time to time and at any time, including but not limited to the
Closing Date, following a reasonable request therefore 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, or 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 ninety (90) days subsequent to the Effective Date ("Inspection Period"). During such
Inspection 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 Inspection Period
shall be deemed to further evidence the approval hereof and the sale and purchase provided for
Contract for Sale/Purchase
316 Simonton St, Key West Page 6
herein by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS. In the event of a
timely cancellation by COUNTY as set forth above, COUNTY shall receive a full refund of the
• $50,000.00 earnest money deposit held by Oropeza, Stones & Cardenas Real Estate Trust
Account.
g. 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. 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.
h. 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.
i. 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.
j. 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.
k. 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.
1. This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida.
m. 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.
n. This Agreement shall not be construed more strongly against either party regardless
of who is responsible for its preparation.
o. 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 Exhibits A and B
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)
Contract for Sale/ Purchase
316 Simonton St, Key West Page 7
hereinabove acknowledges as received, has and does hereby grant unto the COUNTY or its
authorized representative, or any other office or agent of the COUNTY authorized to
purchase said lands, the right to purchase said lands as herein provided. Execution hereof
by the COUNTY by or before February 25, 2019 shall be deemed to evidence approval
hereof by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY
UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING BY
SELLER:
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PURCHASER/COUNTY: MONROE COUNTY,FLORIDA
ATTEST:KEVIN MADOK,CPA, Clerk
By: CA-" C
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"Deputy lerk Mayor ylvia J. Murphy
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MONROE 0 ATTORNEY
APP S TO ORM:
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Date ,�61! 5
Contract for Sale/Purchase
316 Simonton St, Key West Page 8
EXHIBIT "A"
(Legal Description to be added)
Contract for Sale/Purchase
316 Simonton St, Key West Page 9
LEGAL DESCRIPTION
Part of Lots 1 and 2, of Square Twenty-four (24), in the City of Key West, according to the
map or plan of said City delineated by William A. Whitehead in 1829. Beginning on a point
on the Southwesterly side of Simonton Street, said point being Fifty (50) feet Southeasterly
from the Southerly corner of Simonton Street and Rose Lane, and extending along
Simonton Street in a Southeasterly direction Eighty-six (86) feet; thence at right angles in a
Southwesterly direction Two hundred and Forty-one (241) feet Three (3) inches; thence at
right angles in a Northwesterly direction Thirty (30) feet; thence at right angles in a
Northeasterly direction Eighty-five (85) feet Three (3) inches; thence at right angles in a
Northwesterly direction Fifty-six (56) feet; thence at right angles in a Northeasterly
direction One Hundred and Fifty-six (156) feet to the Point of Beginning.
EXHIBIT"B"
(Exceptions to Title)
1. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in
the public records or attaching subsequent to the effective date hereof but prior to the date the
proposed insured acquires for value of record the estate or interest or mortgage thereon covered
by this Commitment.
2. Taxes and assessments for the year 2018 and subsequent years, which are not yet due and
payable.
3. Standard Exceptions:
A. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the
Title that would be disclosed by an accurate and complete land survey of the Land.
B. Rights or claims of parties in possession not shown by the public records.
C. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished,
imposed by law and not shown by the public records.
D. Taxes or assessments which are not shown as existing liens in the public records.
4. Any claim that any portion of the insured land is sovereign lands of the State of Florida,
including submerged,filled or artificially exposed lands accreted to such land.
5. Any lien provided by County Ordinance or by Chapter 159, Florida Statutes, in favor of any
city,town, village or port authority for unpaid service charges for service by any water, sewer or
gas system supplying the insured land.
NOTE: The County reserves the right to make further requirements and/or exceptions upon its
review of the proposed documents creating the estate or interest to be insured or otherwise
ascertaining details of the transaction.
NOTES ON STANDARD EXCEPTIONS:
Item 3A will be deleted from the policy(ies)upon receipt of an accurate survey of the Land
acceptable to the County. Exception will be made for any encroachment, setback line
violation, overlap, boundary line dispute or other adverse matter disclosed by the survey.
Contract for Sale/ Purchase
316 Simonton St, Key West Page 10
Items 3B, 3C, and 3D will be deleted from the policy(ies)upon receipt of an affidavit
acceptable to the County, affirming that, except as disclosed therein (i)no parties in
possession of the Land exist other than the record owner(s); (ii)no improvements have been
made to the Land within 90 days prior to closing which have not have been paid for in full;
and(iii)no unpaid taxes or assessments are against the Land which are not shown as
existing liens in the public records. Exception will be made for matters disclosed in the
affidavit.
7. State Law under L.O.F. Chapter 76-190 and Chapter 28-36.002 of the Florida Administrative
Code for Land Planning for the Key West Area of Critical State Concern as recorded in Official
Records.
NOTE: All recording references in this commitment/policy shall refer to the public records of
Monroe County, Florida, unless otherwise noted.
NOTE: In accordance with Florida Statutes Section 627.4131,please be advised that the insured
hereunder may present inquiries, obtain information about coverage, or receive assistance in
resolving complaints,by contacting the company providing the Title Insurance Policy.
Contract for Sale/Purchase
316 Simonton St, Key West Page 11