Item R3 R.3
t, BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Heather Carruthers,District 3
IleOI1da Keys Mayor Pro Tern Michelle Coldiron,District 2
�p.° Craig Cates,District I
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
January 22, 2020
Agenda Item Number: R.3
Agenda Item Summary #6495
BULK ITEM: Yes DEPARTMENT: Facilities Maintenance
TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441
No
AGENDA ITEM WORDING: Approval of a Lease Agreement commencing retroactive to
January 10, 2020, for up to three (3) months, with Wolfe Stevens PLLC for Unit B of the County's
building at 2945-2975 Overseas Highway in Marathon. Revenue producing.
ITEM BACKGROUND: On September 18, 2019, the BOCC approved the purchase of certain
Property situated at and commonly known as the Marathon Professional Center at 2945-2975
Overseas Highway, Marathon, Florida 33050, which included three (3) separate office units. The
County closed on the property purchase on January 10, 2020.
The negotiations included a short-term lease back, up to three (3) months, of one unit to a current
occupant, Wolfe Stevens PLLC, at fair market value until the law office relocates. The leased area
consists of approximately 1,787.5 square feet, identified as "Unit B — upstairs and downstairs."
The lease term shall commence at the time of closing on the County's purchase of the Property, i.e.
January 10, 2019, for a three (3) month period, with no expectation of any extensions. The Lease
includes a termination for convenience provision in the event that Wolfe Stevens' new location
becomes available sooner. The Lease provides for a monthly rental amount of $3,500.52, plus
applicable sales tax.
The County's eventual proposed use of the building is to house the State Attorney in one of the
former condominium units (2,875 SF). The Property Appraiser or Code Compliance may utilize the
other units once the County has full possession of the building, but final placement is not yet
determined. The State Attorney currently shares a building with the Public Defender, but both
offices require additional space. Once the State Attorney vacates its current location, the Public
Defender will take over some of the space currently occupied by the State Attorney.
PREVIOUS RELEVANT BOCC ACTION:
September 18, 2019 BOCC approved the purchase of Property situated at and commonly
known as Marathon Professional Center at 2945-2975 Overseas Highway,
Marathon, Florida 33050, comprised of approximately 16,000 square feet
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of land and a building totaling approximately 5,722 gross square feet.
CONTRACT/AGREEMENT CHANGES:
New Revenue Lease
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Lease Agreement - Wolfe Stevens PLLC (Wolfe executed&legal stamped)
09/19/2019 Purchase and Sale Agreement
FINANCIAL IMPACT:
Effective Date: January 10, 2020
Expiration Date: Lease shall be for up to three(3) months from commencement of this Lease on
January 10, 2020, the closing date of the purchase of the Property by the County from Seller, which
shall also be the effective date of this Lease.
Total Dollar Value of Contract: $3,500.52 per month plus applicable sales tax (up to 3
months).
Total Cost to County: Revenue
Current Year Portion: N/A
Budgeted: Yes
Source of Funds: Revenue
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: Yes If yes, amount: $3,500.52/month,plus applicable sales tax.
Grant: N/A
County Match: N/A
Insurance Required: Yes
Additional Details: Lease shall be for up to three (3) months from January 10, 2020, with no
extensions anticipated.
Revenue
REVIEWED BY:
Patricia Eables Completed 01/14/2020 1:12 PM
Maria Slavik Completed 01/14/2020 3:14 PM
William DeSantis Completed 01/14/2020 3:19 PM
Budget and Finance Completed 01/14/2020 3:34 PM
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Kevin Wilson Completed 01/14/2020 3:45 PM
Kathy Peters Completed 01/14/2020 3:51 PM
Board of County Commissioners Pending 01/22/2020 9:00 AM
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LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into on this 22nd day of January,2020,
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 WOLFE
STEVENS PLLC,a Florida Professional Limited Liability Company, ("Lessee"), whose mailing
address is 2955 Overseas Highway, Marathon, Florida 33050. U)
WHEREAS, the County has entered into an Agreement for Sale and Purchase dated 2
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September 18, 2019, ("Agreement"), with CMW Office Building, LLC and Wolfe Family
Holdings, Inc., ("Seller"), for the purchase of that certain property situated at and commonly
known as 2945-2975 Overseas Highway, Marathon, Monroe County, Florida 33050("Property"); E
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WHEREAS,the County and Seller expect to close on the sale of this Property on or before
January 10, 2020, pursuant to the Agreement; and
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WHEREAS, the County is purchasing this property with the intention of relocating the
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Monroe County State Attorney's Office and other County departments or Constitutional Officers
to this Property in the future;and a.
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WHEREAS, Lessee currently operates its law office in Unit B (upstairs and downstairs)
at 2955 Overseas Highway, Marathon, Florida 33050, and desires to maintain its law office at the
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current location for a limited time period after the closing by Seller;and
WHEREAS, the County and Seller agreed that upon closing, the Lessee may lease the E
Property from the County at a fair market value for up to three (3) months from the closing date
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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 a
its current business until the County is ready to locale its intended occupants to the Property; and
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WHEREAS, the County is willing to lease the Property for the purposes of Lessee
continuing its business operations while making preparations to relocate and until County finalizes
its remodeling and construction plans for this property to make it appropriate for the County's
uses;
NOW,THEREFORE,IN CONSIDERATION of the mutual promises and covenants set
forth below, the parties agrees as follows:
I. Premises. The Lessor does hereby lease to Lessee and Lessee leases from the
Lessor, a portion of the Property situated at 2945-2975 Overseas Highway, Marathon, n
Monroe County, Florida 33050, which said portion is comprised of approximately 1,787.5
square feet, and identified as "Unit B -- upstairs and downstairs" ("Premises"). The 3
Premises, currently known as the Marathon Professional Center, was comprised of former :
parcels identified as RE## 00321661-000000, 00321661-000100, 00321661-000200, and
00321661-000300, which consisted of approximately 16,000 square feet of land and a
building totaling approximately 5,722 gross square feet. U)
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) months 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 tlus Lease
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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 thirty o
(30) days prior to the expiration of the Lease, in writing, that it will consider a renewal of the
Lease, and under what terns 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 Twenty-three and 501100($23.50)
Dollars per square foot of lease space,which shall be paid in equal monthly installments of Three (n
Thousand Five Hundred and 521100 ($3,500.52) Dollars, plus applicable sales tax, due on the
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first day of each month, 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. U)
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,
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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 CC
shall obtain, at Lessee's own expense, insurance as specified in Exhibit "A" attached hcreto and
made a part hereof.
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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
sole option, has the right to request a certified copy of any or all insurance policies required by this
Lease. U)
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 Iaw.
The Monroe County Board of County Commissioners, its employees and officials shall be U)
included as "Additional Insured" and "Certificate Holder" on all policies, except for Worker's
Compensation.
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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 0
be filed with the Monroe County Risk Department whenever acquired, amended, and annually
during the term of this Lease. o
8. Mechanic's Liens. The Lessee shall not permit any mechanic's lien or liens to
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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. (n
713, Fla. Stat. does not apply to the Lessor.
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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 E
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 U)
Lessor shall occur at any reasonable time. a�
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
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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 as
corporation. �
11. Termination. This Lease may be terminated at the discretion of the Lessor in
the following circumstances:
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A. Lessee fails to pay the rent when due;
B. Lessee fails to obtain the insurance required under this Lease or allows the required as
insurance coverage to lapse or fall below the minimum required;or
C. Lessee otherwise breaches the terms of this Lease;
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 U)
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 06
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 X
this paragraph and any subsequent default shall be grounds for termination.
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Termination for Convenience. Lessee may terminate this Agreement upon thirty (30)
days' written notice as provided in this Lease if it desires to vacate prior to the expiration of the
three (3)month term of this Lease. No rental shall accrue and neither party shall have any further
obligations under the terms of this Lease after the effective terminate date of the notice.
12. Uses. The Premises shall be used solely for the purposes of conducting the (n
Lessee's activities related to its business operations, known as Wolfe Family Holdings, Inc. and
Wolfe Stevens PLLC Law Office. 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 E
maintenance or commission of any nuisance on the Premises. Any damages resulting from misuse
shall be borne by the Lessee.
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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. E
Lessor retains the right to display signagc for its own purposes provided it meets all legal
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requirements. Lessee shall not remove any interior or existing signs without Lessor's
consent/permission.
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13. Maintenance and Condition of the Premises. During the term of this Lease, co
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 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 its "AS IS" condition. 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,Marathon Building Dept.,1~EMA, Dept.of I lealth,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 ar repair will be borne by the Lessee or the Lease shall U)
immediately terminate.
14. Assignment. Lessee may not assign this Lease or assign or subcontract any of its 06
obligations under this Lease without the prior written approval of the Monroe County Board of
County Commissioners. All the obligations of this Lease will extend to and bind the legal
representatives, successors, and assigns of the Lessee and the Lessor. X
15. Subordination. This Lease is subordinate to the laws and regulations of the United
States, the State of Florida, the City of Marathon, 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 U)
all local, slate, 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.
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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 not be required to pay
rent under this Lease while it is so deprived of said property, and that said Lessor shall not incur U)
any liability as a result of such ouster.
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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 terns 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 E
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21. Responsibility for Property on Leasehold. All property of any kind that may be 2
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.
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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 o
repair the damage to the Premises and any structures located thereon at its own cost and expense. 3s
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. a.
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23. Riahts Reserved. Rights not specifically granted to Lessee by this Lease are reserved
to the Lessor. cis
24. Indemnification 1 Hold Harmless. The Lessee covenants and agrees to defend, o
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 E
damage (including property owned by Monroe County) and any other losses, damages, costs, 2
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 a
elsewhere within this agreement.
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25. Governine Law, Venue, and Internretation: 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. as
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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.
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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, (n
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, o
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 U)
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, 06
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 0
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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 a.
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 (n
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.
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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.
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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.
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32. Adiudieation of Disputes or Disagreements. Lessor and Lessee agree that all a�
disputes and disagreements shall be attempted to be resolved by meet and confer sessions 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.
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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 3
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 U)
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. Lessor06
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 USG s. 794), which o
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended(42 USC ss.6101-61 07)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 (n
527(42 USC ss. 690dd-3 and 290ce-3),as amended,relating to confidentiality of alcohol and drug
abuse patient records; 8) Title VIII of the Civil Rights Act of 1969 (42 USC s.3601 et seq.), as o
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 11, 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
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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 CO
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, 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 ride 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 3
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.
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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 its06
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.
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39. Nora-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 o
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 IL
for waiver.
40. PrivileQes and Immunities. All of the privileges and immunities from liability, (n
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 o
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 a
the performance of such functions and duties of such officers, agents, volunteers, or employees
outside the territorial limits of the County.
41. Leeal Obligations and Responsibilities. Non-Delegation of Constitutional or U)
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 0
performance may be offered in satisfaction of the obligation or responsibility. Further, this Lease
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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
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 U)
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.
06
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 0
signing any such counterpart.
0
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: (n
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 o
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. [€it is necessary to employ the services a
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.
l�0
Packet Pg. 3019
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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 Wolfe Stevens PLLC
Monroe County c/o John Wolfe, Esq.
1100 Simonton Street 2955 Overseas Hwy.
Room 2-205 Marathon, Florida 33050
Key West, Florida 33040
and
Monroe County Attorney
P. 0. Box 1026 0
Key West, Florida 33041
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first above written. U)
LESSOR: .2
06
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: KEVIN MADOK, CLERK OF ON OE COUNTY, FLORIDA
By: By:...........
Deputy Clerk MAYOR 0
LESSEE: WOLFE STEVENS PLLC
WITNESSES: >
--- By:
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Tint Name Print Name as
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Title 2
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iii-i'n-TName
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MONFIOE COUNTY ATTORNEY'S OFFICE
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PATRICIA EABLES
ASSISTANTCOu ITYATTOR
DATE
I Packet Pg. 3020
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EXHIBIT "A"
Insurance Requirements
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General Insurance Requirementi for
OrganizationstIndividuals Leasing County-Owned Property
Prior to(lie Organization or Individual taking possession of the property owned by the County,or
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commencing its concessionaire operations, die Organizaflon/lindividual shall obtain,,at his/tier own
expense, insurance as specified in the attached schedules, which are niadc part of this lease/rental
atoareernenL
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The Organ i zati onfindividuW will not be permitted to occupy or use the property until satisraclory U)
evidence or the required insurance has been furnished to the County a%specified below.
The Orvanization/Individual shall iniaintain the required insurance throughout the entire term of
this lease/rental agreement and any extensions specified in the attached schedules, FaHurc to
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comply with this provision may result in the immediate termination of the lease/rental agreement 0
and the return of all property owned by tine County. 3:
The Organ izat i on/find i vidual will be held responsible for all deductibles and self insured :6
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reterifions flkat may be contained in the Organizalionfindividual's rnsurance policies. 0.
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The Organization/Individual shall provide, to the County, a% satisfactory evidencc of the required U)
imurance, chher: aaa
0 Ccr6ficaie ant' nsurance 06
or
0 A Cenified copy okhe acuual inswirance policy.
The County, at its sole option, has tine right to request as cerfified copy Uany or all insurance X
policies required by flik contiad.
All imui%mcc polocit.% num specify ihal 111C) aro not sUbjW 10 CanM hAtiOn. 110111-3-Cnk!"id, 11101CO i 111 0
Chan= olir reducuoll Oa] covew-c 11[flss a e rmnimum (Iflifirly (.30) days p6 or nolificalwn r., 11 %(111�
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10 01C COO nIVII-V the imurer.
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"ll'be accepuance andh)r approvA or ihL insurance shall noL be comimed U)
as relievin- the frmn any fiallilily or obfigafion wsunled under [Ilk
C01111,11Ct Or irnpo%ed by ha%%% >
The Monroc Couniy Bowd Of will be included a% "Addifional ln uied"
on all poficie,,., They will allo be nanied as "Loss Payee"wikh ie.wpecl in Fire 1 al Expmkllc. 0
Any devinifiaii-is fi-orn diew. 03enend Insurance Requirements, must be requested in % dtin- on the
County prepared form ciloded "Request for Waiver al'Insurance ReijuirenlenLs"and 'apl-no%ed
Icy Monrm-County Risk Mana-conent. E
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ITITAMIC11ilDn 750DA
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GENERAL LIABILITY INSURANCE REQUIREMENTS
FOR
LEASE/RE LEASE/RE NTAL OF PROPERTYF COUNTY
FOR
CONTRACT
B17FNVIEEPN MO
MONROE COUNTY,FLORIDA
AND
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INSURANCE REQUIRE ME NTSCONTRACT FOR
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MONROE COUNTY,FLORIDA
AND
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r to the commencement of work governed by this contract,the Contractor will obtainWorkers' 0
Compensation Insurance with limits sufficient to respond to the applicable Workers'
Compensation state statutes and the requirements or Chapter 0.Florida Statutes.
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In addition,the Contractor will obtain mploycrs' Liability Insurance with limits of not less
than: .�
1,000,000 odily Injury Accident
$1,000,000 Bodily Injury by Diseasc,policy li itti CL
S IOW,000 Bodily Injury by DisctLw,each employee
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Coverage will be maintained throughout the entire term of the contract.
Coverage will be provided by a company or companies authorized to transact business in the state
06
or Florida.
If ilia onllaCtor lim been approved by ilia Fimidn'S Depariment of Ukbor. as €tin authorized scir-
insurer, the County ' 'nay recognize and honor the ontract r'v statu%. The Contractor' LIM he
ir.gaimd to m0ntit a Latter ill Atthorli7.at'ion is%ucd by the Department of Luhor and a Certifcale
of 1w;uo mcc,provitling det lik nit tllc Ctintrainor's Execs%Insurance Progrnnt.
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11'the C olll®1ck11"11®10'1iUillill04 ill it doll-insurame 11111d, a Certil umc of Insurance will 11C IVILlllCd,
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cOURI."
Kevin Madok, cFA
Q i ZL •.
;o ...... '�� Clerk of the Circuit Court& Comptroller—Monroe County, Florida
G°UH`
DATE: September 23, 2019
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TO: Kevin G.Wilson, PE
Assistant County Administrator
IL
-
ATTN: Suzi Rubio
Executive Administrator
FROM: Pamela G. Hanco&C.
SUBJECT: September 18'BOCC Meeting
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Attached is an electronic copy of the following item for your handling:
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04 Contract for the Purchase of the building at 2945-2975 Overseas Highway in
Maratlion for a new office location for the State Attorney and oilier County offices.
Should you have any questions, please feel free to contact me at(305) 292-3550.
0
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cc: 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- Packet Pg. 3025
R.3.b
AGREEMENT FOR SALE AND PURCHASE
COMMERCIAL PROPERTY
THIS AGREEMENT is made this day of September 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
CMW OFFICE BUILDING, LLC, a Florida limited liability company and WOLFE FAMILY U,
HOLDINGS, INC., a Florida for profit corporation, hereafter known collectively as "Seller",
whose address is 2945-2975 Overseas Highway, Marathon Florida 33050.
1. In consideration of Ten Dollars ($10.00) in hand, paid by the COUNTY, the receipt c
of which is hereby acknowledged, the Seller agrees to sell to the COUNTY and the
COUNTY agrees to purchase from Seller those certain building and lands upon the terms and
conditions hereinafter set forth, and for the purchase price of ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS AND NO/CENTS ($1,500,000.00) for which lands
shall include all tenements, hereditaments and improvements, together with all other rights,
easements, appurtenances, and any and all of the Seller's rights in or arising by reason of U)
ownership thereunto belonging, owned by Seller, situated and lying in the County of
Monroe, State of Florida.
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 2945-2975 Overseas Highway >
Marathon, Florida 33045, and more particularly described as: Lot C., Lot A2., Lot B2.1
Sombrero Subdivision No. 6 as recorded in Plat Book 2, Page 3 of the Public Records of Monroe
County, Florida, ( RE## 00321661-0000005 00321661-000100, 00321661-000200, and
00321661-000300) comprised of approximately 16,000 square feet of land and a building totaling
approximately 5722 gross square feet E
3. If the Seller wishes to proceed with this transaction, the Seller has until S e p t e in b e r
10,2 0 19, 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 CMW OFFICE
BUILDING, LLC and WOLFE FAMILY HOLDINGS, INC. are the sole owner of the
property, hold certificates of good standing with the Florida Division of Corporations, Florida
Department of State, and hold good and sufficient title to the property subject only to those
matters set forth in Exhibit"A"to this Agreement.
1IPage
Packet Pg. 3026
R.3.b
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 e x c e p t a s s t a t e d a b o v e.
5. Seller shall convey a marketable title to the property to COUNTY subject only to the
aforementioned, encumbrances, exceptions or qualifications set forth herein. Marketable title
to the property shall be conveyed by Seller to the COUNTY by a good and sufficient statutory U)
warranty deed determined according to applicable title standards adopted by authority of the
Florida Bar and in accordance with law.
0
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 "A" 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 0
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 E
do, any act by which the value or title to said lands or structure 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 alteration, demolition, preventable loss 2
fro m n e g 1 i g e n c e, or any other hazard, shall be borne by the Seller. In the event any such loss (n
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 those 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.
2 1 P 1 g e
Packet Pg. 3027
R.3.b
8. The COUNTY, at its own expense, shall have ninety (90) days from the Effective Date of
this Agreement in which to conduct and conclude any and all inspections deemed to be necessary
as detemuned in Buyer's sole discretion, including but not limited to a current Phase I g
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
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 period, notify Seller in
writing of such findings and it shall with such notice provide a copy of ESA to Seller. 0
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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 an absolute condition of the COUNTY'S obligation to close on the
purchase that Seller terminate the current condominium known as "Marathon Professional
Center" and restore the property to an unencumbered, single real estate parcel, no longer
subject to the Declaration of Condominium filed at Official Record Book 2215 Page 89, as
amended. Proof of termination shall be provided to COUNTY within ten (10) business days
following the expiration of the COUNTY inspection period, or receipt of written notification
from the COUNTY that it accepts the property condition, whichever is the earlier to occur.
e. COUNTY shall provide reasonable notice to Seller when any inspection or
examination of the Seller's property requires access. Seller agrees to cooperate in providing
access that does not unreasonably impair Seller's use of the property during business hours, and
to make the property available after 5pm and on weekends if necessary to conduct or complete
examination or inspections. Further, Seller agrees to provide information upon request of
County's consultants as to matters of the building history and condition when such information
is integral to the evaluation(s) being performed. This does not require Seller to acquire
31Page
Packet Pg. 3028
R.3.b
information not within the personal knowledge of Seller.
f. Seller shall cooperate with COUNTY and covenants that Seller will provide the
required disclosure set forth in Florida Statutes Section 286.23 not later than ten (10) days prior
to closing. Said disclosure shall be made under oath and subject to penalties for perjury as set
forth in Section 286.23 (2).
9. Closing shall take place on or before January 10, 2020 (the "Closing Date") and U)
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 IL
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 M
contingencies in this Agreement have been met and both parties agree in writing to an earlier
date for closing.
�s
10. In consideration whereof, COUNTY agrees that it will purchase all of said lands, a.
improvements and other interests of Seller therein at the closing at the purchase price of
$1,500,000.00. 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 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, survey fee, the COUNTY's attorney's fees, 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, title examination fee, Owner's Title
Policy Insurance premium. Seller shall be responsible for the removal and disposal of all U)
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 a.
Seller subject only to a potential short- term leaseback to Wolfe Family Holdings, Inc., of a
portion of the property currently known as Unit `B" comprised of approximately 1786.5 sf of
improved office space on terms, rates and conditions to be negotiated, as well reservations
and exceptions stated in this Agreement.
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
4 1 P a g e
Packet Pg. 3029
R.3.b
closing. 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 September 20, 2019, by email addressed to the Seller at the
following address; CMW Office Building, LLC c/o Robert Miller rmiller@floridakeyslaw.com
and Wolfe Family Holdings, Inc., c/o John Wolfe wolfegmarathonlaw.com
delivered also by USPS as soon as practicable thereafter to: U)
U)
0
CMW Office Building, LLC and Wolfe Family Holdings, Inc., a.
2945-2975 Overseas Highway
Marathon, Florida 33050
and shall be effective upon date executed 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 0
the last one of the Seller and the COUNTY has signed this Agreement.
�s
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 U)
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 2
Commissioners by or before the Effective Date.
0
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 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 ALTA land surveys as developed and adopted by the Florida Board of Land U)
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 a.
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, SELLER shall provide COUNTY
with a title insurance commitment issued by 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
5 1 P a g e
Packet Pg. 3030
R.3.b
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 "A" 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 Seller and Seller shall designate the settlement agent and issuer of title insurance.
�s
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 U)
expiration of the Inspection Period. The closing of title shall take place at 2755 Overseas
Highway Marathon, Monroe County, Florida 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 through such recording, and if
no lien or encumbrance or other matter (other than those subject to which COUNTY has agreed to U)
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 a.
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.
0
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
6 1 P a g e
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R.3.b
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 g
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 a.
those provisions hereof which expressly survive the cancellation or termination hereof. e
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
herein by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
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 0
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. a.
h. Words used herein in the singular shall include the plural and words in the
masculine shall include words in the feminine or neutral 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 E
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 party's reasonable discretion. 2
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 a.
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.
in. 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
7 Page
Packet Pg. 3032
R.3.b
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, attached
hereto. U)
U)
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 office or agent of the COUNTY authorized to
purchase said lands, the right to enter into this Agreement as of the date(s) od Seller
execution, and to purchase said lands as herein provided. Execution hereof by the
COUNTY by or before September 20, 2019, shall be deemed to evidence approval hereof
by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
U)
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY
UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
U)
SELLER: >
CMW IC + G, C WOLFE FAAILY�k, DINGS, INC.
By: / By:
Authorized ignature Authorized Signature
�o0-/4T Al i
Print Name Print Name
Print Title Print Title o
Dates ��': Date
Cd
PURCHASER/COUNTY: 6 �° ONROE COUNTY,FLORIDA 1 c .
KEV ADO PA, Cl k
By:
Deputy Clerk Mayor §ylvia f. Murphy
Date: ,C ��i 1�, 71
U:\AgreementForSale&Purchase.MonroeCounty- MONROE COUNTY ATTORNEYS OFFICE
AP RQVED/aS T F R
8 1 P a g e
PATRICIA FABLES
ASSISTANT COUNT?'
DATE: Ct — I q I Packet Pg. 3033
R.3.b
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, attached
hereto. g
U)
U)
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) a.
hereinabove acknowledged 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 enter into this Agreement as of the date(s) od Seller
execution, and to purchase said lands as herein provided. Execution hereof by the
COUNTY by or before September 20, 2019, shall be deemed to evidence approval hereof
by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
U)
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY
UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
SELLER: U'
CMW OFFICE BUILDING, LLC WOLFE FAMI Y HOLDINGS INC.
By: By:
Authorized Signature 'Aut o ized Signature
Print Name Print Name °8
Print Title Print Title �s
Date 2s Date
PURCHASER/COUNTY: 9°4or '�` _ o ONRO COUNTY, FLORIDA
e JN 10
KEV DO PA, Cle k
Deputy erk Mayor Sylvia J. Murphy
Date: 8. ti,o I.5
U:WgreementForSale&Purchase.MonroeCounty- MONROE COUNTY ATTORNEY'S OFFICE
9PPRS 0 F�
81Page (�
PATRICIA EABLES
ASSISTANT COUNTY
DATE: — A 11� Packet Pg. 3034
R.3.b
NOT FINAL UNTIL CURENT TITLE COMMITMENT HAS BEEN PROVIDED
EXHIBIT "A"
(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 U)
proposed insured acquires for value of record the estate or interest or mortgage thereon covered
by this Commitment.
0
2. Taxes and assessments for the year 2020 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. U)
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.
0
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. 0
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 Title Insurance Company 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 U)
otherwise ascertaining details of the transaction. 2-
a.
NOTE: If the proceeds of the loan to be secured by the insured mortgage are deposited with the
Title Insurance Company or its authorized agent, Item 1 above shall be deemed deleted as of the N
time such funds are disbursed to or for the account of the borrower. Neither the Title Insurance
Company nor its agent shall, however, be under any duty to disburse any sum except upon a
determination that no such adverse intervening matters have appeared of record or occurred.
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 Title Insurance Company. Exception will be made for any encroachment,
91Page - -
Packet Pg. 3035
R.3.b
setback line violation, overlap, boundary line dispute or other adverse matter disclosed by
the survey.
Items 3B, 3C, and 3D will be deleted from the policy(ies) upon receipt of an affidavit
acceptable to the Title Insurance Company, 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 g
as existing liens in the public records. Exception will be made for matters disclosed in the
affidavit.
a.
-
6. and 7. RESERVED
8. State Law under Chapter 76-190 and Chapter 2217-8.02, of the Florida Administrative Code for
Land Planning for the Florida Keys Area of Critical State Concern as recorded in Official
Records Book 668, Page 43.
a
9. RESERVED
10. County Ordinance No. 10-1977 for the collection of waste in the County of Monroe, State of
Florida, and amendment thereof, County Ordinance No. 13-1978.
U)
NOTE: All recording references in this commitment/policy shall refer to the public records of
Monroe County, Florida, unless otherwise noted.
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