Item Q07 Q.7
G BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
October 16, 2019
Agenda Item Number: Q.7
Agenda Item Summary #6178
BULK ITEM: Yes DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger(305) 292-3470
N/A
AGENDA ITEM WORDING: Approval to exercise the option to purchase the Conch Trailer
Court property, to waive the contract provision requiring the Seller to deliver the property free of
any tenant or occupancy, and to fund the purchase using County infrastructure sales tax revenue in
anticipation of reimbursement by the Florida Housing Finance Corporation through a Community
Development Block Grant—Disaster Recovery.
ITEM BACKGROUND: The County has entered into an Option Agreement to purchase Conch
Trailer Court as an affordable housing site in response to the Board's post-Hurricane Irma direction
to acquire and redevelop trailer parks as workforce housing. The option period expires December
26, 2019. In order to complete the necessary due diligence activities, it is time to begin preparing to
close the transaction.
Subject to favorable underwriting review, the County has been awarded Community Development
Block Grant — Disaster Recovery (CDBG-DR) funding for land acqusition and construction for this
site. However, the Florida Housing Finance Corporation (FHFC) underwriting review process is not
expected to be complete until March 31, 2020 or later. It is therefore necessary to fund the purchase
with other revenue until the Florida Housing Finance Corporation can reimburse the County. If
CDBG-DR funds are not forthcoming, there would be no reimbursement.
In order to avoid jeopardizing the FHFC financing by displacing the trailer park's existing residents,
staff recommends that the Board opt to waive the contract provision requiring the Seller to deliver
the property free of any tenants or occupancy.
PREVIOUS RELEVANT BOCC ACTION: On January 23, 2019 the Board approved entering
into an Option Agreement to purchase the subject property. On July 17, 2019 the Board approved
the First Amendment to the agreement clarifying that the County's remedies for default include
specific performance.
CONTRACT/AGREEMENT CHANGES:
N/A
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Q.7
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
CTC-Agreement
CTC-FirstAmendment
FINANCIAL IMPACT:
Effective Date: October 16, 2019
Expiration Date: None
Total Dollar Value of Contract: $1,000,000.00 plus estimated closing costs of$25,000.00
Total Cost to County: Approximately $1,025,000.00.
Current Year Portion: Approximately $1,025,000.00.
Budgeted: Yes
Source of Funds: 304 Funds infrastructure sales surtax
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: No If yes, amount:
Grant: No
County Match: N/A
Insurance Required: N/A
Additional Details: $1,000,000.00 plus estimated closing costs of$25,000.00
None
10/16/19 NEW COST CENTER ADDED $1,025,000.00
REVIEWED BY:
Charles Pattison Completed 10/01/2019 4:14 PM
Bob Shillinger Completed 10/01/2019 4:32 PM
Budget and Finance Completed 10/01/2019 4:53 PM
Maria Slavik Completed 10/01/2019 6:09 PM
Kathy Peters Completed 10/01/2019 6:09 PM
Board of County Commissioners Pending 10/16/2019 9:00 AM
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OPTION AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this day of 1 �� , 2019 by
and between
JDLC, Inc., a New York corporation
(hereinafter "Seller(s)"), for themselves, their heirs, executors, administrators, successors and
assigns, and MONROE COUNTY, FLORIDA (hereinafter"COUNTY").
WITNESSETH:
1. The Seller(s) hereby grant to the COUNTY the exclusive option to purchase certain lands upon
the terms and conditions hereinafter set forth, 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 IT
thereunto belonging, owned by them, situate and lying in the County of Monroe, State of Florida,
more particularly described as follows; to-wit:
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All of Lot 13, the Easterly 30 feet of Lot 14, the Easterly 39 feet of Lot 30, and all of
Lot 31, Conch Key(PB 2-130), more particularly described in Exhibit A.
RE#00385780-000000
The rights being conveyed in this transaction include the rights to 12 permanent
residential dwelling units exempt from the ROGO permit allocation system referenced
in the December 18, 2007 letter from the Monroe County Planning and Environmental
Resources Department to Joel Reed. Seller(s) shall retain the rights to the 5 transient
residential units referenced in said letter.
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The consideration for the option granted by this Agreement is $10,000.00 (hereinafter "Option
Payment'). Within five business days of execution of this Agreement by the COUNTY, the
COUNTY shall issue a check in the amount of the Option Payment and forward same to the
escrow agent to hold for the benefit of the Seller(s). The period covered by the option shall
commence on January 30, 2019 and shall expire on December 26, 2019 at 5:00 pm (hereinafter
"Option Period"). The COUNTY shall have the right to exercise the option by providing the
Seller(s) written notice (hereinafter "Option Notice") and to close the real estate transaction at any
time within the Option Period. If the COUNTY does not exercise its option within the Option
Period, then the escrow agent is directed to release and disburse the Option Payment to Seller(s)
the day after the Option Period expires. If the COUNTY does timely exercise its option, then the U
escrow agent shall credit the Option Payment toward the purchase price paid by the COUNTY at U
closing.
2. The Seller(s) agree that they have full right, power and authority to convey, and that they will
convey to the COUNTY the fee simple title together with legal and practical access thereto clear,
free and unencumbered, except subject to the following easements or reservations:
Existing easements for canals, ditches, flumes, pipelines, railroads, public highways and,roads,
telephone, telegraph, power transmission lines and public utilities.
The COUNTY, at the COUNTY'S expense, within the time allowed to deliver evidence of title and
to examine same, may have the real property surveyed and certified by a registered Florida
surveyor. If the survey discloses encroachments on the real property or that improvements
located thereon encroach on setback lines, easements, lands of others, or violate any restrictions,
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contract covenants, or applicable governmental regulations, the same shall constitute a title
defect.
Seller(s) shall convey a marketable title subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein. Marketable title shall be determined according to
applicable title standards adopted by authority of the Florida Bar and in accordance with law. The
COUNTY shall have sixty (60) days from the date of Option Notice in which to examine title. If title
is found defective, the COUNTY shall, within this specified time period, notify Seller(s) in writing
specifying defect(s). If the defect(s) render title unmarketable the Seller(s) will have one hundred
twenty (120) days from receipt of notice within which to remove the defect(s). The Seller(s) will
use diligent effort to correct defect(s) in title within the time provided therefore, including the
bringing of necessary suits, failing which the COUNTY shall have the option of either accepting
the title as it then is or rescinding the Agreement herein.
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3. The Seller(s) further agree not to do, or suffer others to do, any act by which the value or title to
said lands may be diminished or encumbered while this Agreement is pending. It is further agreed
that any loss or damage occurring prior to the vesting of satisfactory title in the COUNTY by
reasons of the unauthorized cutting or removal of products therefrom, or because of fire, shall be
borne by the Seller(s); and that, in the event any such loss or damage occurs, the COUNTY may,
without liability, refuse to accept conveyance of said lands.
4. The Seller(s) further agree that during the period covered by this instrument officers and
accredited agents of the COUNTY shall have at all reasonable times the unrestricted right and
privilege to enter upon said lands for all proper and lawful purposes, including examination of said
lands and the structures upon them. The Seller(s) hereby waive their rights to any and all claims
against the COUNTY, Monroe County, or the State of Florida associated with, or arising from
ownership of, said lands and this waiver shall survive closing.
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5. The Seller(s) will execute and deliver upon demand of the proper officials and agents of the
COUNTY a good and sufficient deed of warranty conveying to the COUNTY a marketable title to
the said lands of such character as to be satisfactory to the legal counsel of the COUNTY and said
deed shall provide that the use, occupation and operation of the rights-of-way, easements and
reservations retained therein, shall be subordinate to and subject to such rules and regulations as W
may be prescribed by the COUNTY governing the use, occupation, protection and administration
of lands.
6. The purchase price for said lands and other interests, subject to adjustments and prorations, is
$1,000,000.00. The COUNTY further agrees that, after credit for the Option Payment, after the �s
preparation, execution, and delivery of the deed, and after the legal counsel of the COUNTY shall �s
have approved the title thus vested in the COUNTY, it will cause to be paid to the Seller(s) the
balance of the purchase price. The COUNTY shall pay the following expenses associated with
the conveyance of the property: deed recording fees, settlement fees, abstract fees, title
examination fees, the Buyer's attorney's fees, and title insurance, as well as the prorata share of
prepaid real property taxes 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. The Seller(s) shall pay the expenses of documentary stamps to be affixed to the deed and
real estate commissions, if any. Full possession of the premises shall pass to the COUNTY as of
the date payment is made to the Seller(s) subject only to the reservations stated in Section 2
above.
7. It is mutually agreed that an abstract, title insurance policy or other evidence of title to the property
herein contracted to be sold, satisfactory to the legal counsel of the COUNTY will be obtained by
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the COUNTY at its expense. The Seller(s) expressly agree herein to furnish to the COUNTY any
documents in Seller(s)'s possession establishing evidence of title including, but not limited to,
abstracts, title commitments, title policies and opinions of title.
8. It shall be the obligation of the Seller(s) to pay all taxes and assessments outstanding as liens at
the date title vests of record in the COUNTY, whether or not such taxes and assessments are then
due and payable.
9. It is mutually understood and agreed that notice of acceptance of this Agreement shall be given to 1�
the Seller(s) by mail addressed to the Seller(s) at the following address: 00.
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1241 Route 9P with a copy to: Josh Mothner
Saratoga Springs, NY 12866 Coldwell Banker Schmitt Real Estate
josh@soldinthekeys.com
and shall be effective upon date of mailing and shall be binding upon all of the Seller(s) without
sending a separate notice to each, except as such obligation may be affected by the provisions of
paragraph 6 hereof.
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10. It is mutually understood and agreed that the COUNTY may assign this Agreement.
11. Unless waived by the COUNTY as to one or more existing tenants, the property shall be delivered
at closing free of any tenant or occupancy.
12. Within 60 days of the COUNTY giving Option Notice, Seller(s) shall remedy all exigent health and
safety code violations on the property identified by the COUNTY. Seller(s) shall close any open
building permits or code enforcement proceedings prior to closing and provide proof of same to
the COUNTY. Completion of these activities are conditions of the COUNTY'S obligation to close.
13. The effective date of this Agreement shall be that date when the last one of the Seller(s) and the
COUNTY has signed this Agreement.
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14. If the Seller(s) wish to proceed with this transaction, the Seller(s) have until January 8, 2019 to
sign and return this Agreement to the COUNTY. This Agreement may be executed in
counterparts.
[The remainder of this page is intentionally blank.]
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15. In the event the transaction is not closed within the Option Period, at any time thereafter both the
COUNTY and the Seller(s) shall each have the right to terminate this Agreement by providing
written notice, at which point both parties shall be released of all further obligations under this
Agreement.
IN WITNESS WHEREOF, the parties have hereunto signed their names and affixed their respective
seals.
Seller/ JDLC, In a New York corporation
By: Jeff on,4 ident
Signatu D to Phone Number
MONROE COUNTY, FLORIDA acting by and through its MAY , has executed this Agreement on
behalf of MONROE COUNTY, FLORIDA this 7.3A-t day of , 2019.
Buyer/COUNTY: MONROE COUNTY, FLORIDA
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KEVIN MADOK, CPA, Clerk
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<D'eputy C1lek Syl a J. Murphy, Mayor
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Q.7.a
EXHIBIT A
Pared U.
All of Ut 13,the bmterly 30 feot of Lot 14,the Rastaerly 39 t of Lot 30 and AM of Lot 31 of CQNt9 XZY,being a
+eombination or the following two Parma of Laud:A Part of mats 13 and 30 sail All taf Lot 31 of CONCR XEY,as
recorded in PW Dook 2,Page 130,of the Public lards of Monroe County,Florida,and ling naorsa paartinlarig
described by mew awl bounds as followssCmumenemg at the Northtm corner of Lot 31,said corner to be awn as
the Point of Begivaing of the Tract of Laand. hereinafter descdb4 beau North 61P 4Y West,srlong the SoutherlyCL
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Right-*�Wqy ghat of North+Conch.Avennc,131M feet thentm bear South 23"1.SI Wtst,70 feet;thwet bear!North 6e
4V We O,39 fu#theme bear South 23° 1at WeM 70 feet to the Northeasterly Right-ofWalr lute of South Conch
Avenue them bear Sow+660 48*fit,36=feet to the Northerly Ri at Vay#late of U.S,Rjoway No.1;thence
bear North 6V 09 Ezs4 along the Nordmiy Rigkt-of-Way gate of U.S. Highway No. 1, 19US teat-, theum In a
NOrWrly fttdistis, 7,.48 fae4 back to the Point of.Btgionla ZANDA Parew of Lad in ta,Part of Lob 13 and 14 of �
CONCH XZY,as recorded In Pht pooh 2,Page 130, of the Public records of Monroe Couotw l rbia,and beft �
mart parficularly describe4 by mates and boumb as follows: Cmweneing at the Southwestcorner of Lot 14,bear
South W 45*list,along the Northerly Ptight-ofWay tine+oaf'South Cam Avenue*'76led to the Point of Iitgkmkg of
Go Pocel of Land hereinafter describes!;from said Point of De&dw&bear North 231 VP FAd,fit#feet;them bear
South 6ir V Ust 52 feet;them bear South 2-T 1V Vast,70 fed to the Northerly RighW-Way line of South Coach
Avenue thence bear North W 45'Wet,,along the Northerly NW-of-Way lint of South Conch A.veens,52 fret back �
to tho Twat orBeainuins:,
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Q.7.b
FIRST AMENDMENT TO OPTION AGREEMENT FOR THE PURCHASE OF LANDS
THIS FIRST AMENDMENT modifies that certain Option Agreement for the Purchase of Lands
(hereinafter "Agreement") between JDLC, Inc., a New York corporation (hereinafter "Seller(s)")
and Monroe County, Florida, (hereinafter "COUNTY"), executed by the Seller(s) on January 7,
2019 and executed by the COUNTY on January 23, 2019.
The parties hereby mutually agree as follows:
1. The COUNTY'S remedy for default on the part of the Seller(s) includes or is specific
performance.
2. All other provisions of the Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties have hereunto signed their names and affixed their
respective seals.
Seller/ JDLC, Inc., a New York corporation
By: Jeff Olson, President
f. (cl o rn
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Signatu Dat n
MONROE COUNTY, FLORIDA actin b and through its MAYOR, has execute h A r �'
9 Y 9 g eerat�.. :: ..
on behalf of MONROE COUNTY, FLORIDA this 17.ti- day of75
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2019.
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Buyer/ COUNTY: MONROE COUNTY, FLORIDA
KEVIN MADOK, CPA, Clerk
By: �G.e,�..,° w,,�.vv�CJ
Clerk Sylvia J. Murphy, Mayor
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+�rOD.tOUM �
MONROE COUNTY ATTORNEY
APPRO AS TO RM:
1LLARERH JRR
COU
Date
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