Item M12 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: August 20, 2014 Division: County Administrator
Bulk Item: Yes No —X Staff Contact Person: Natileene Cassel
Contract#292-3470
AGENDA ITEM WORDING: Approval of Commercial Purchase and Sale Agreement with
Oceanside Investors,LLC. and Pritam Singh, individually for the purchase of the Hickory House
property from the County.
ITEM BACKGROUND: On June It,2014,the BOCC approved a proposal from Oceanside
Investors,LLC.and Pritam Singh, individually for the Hickory House property for a purchase
price of Two Million Dollars and 00/100 Cents($2,000,000.00)with a down payment of Two
Hundred Thousand Dollars and 00/100 Cents ($200.000).This is the negotiated agreement
related to that purchase. On June 30,2014 the BOCC approved abandonment of a portion of
Peninsular Avenue which runs between the Hickory House property and the property presently
owned by Oceanside Investors,LLC.The road abandonment releases the easement for public use
and the adjacent landowners Oceanside Investors,LLC and Monroe County each own one half of
the abandoned road located adjacent to their existing properties. One half of the abandoned road
is therefore,by operation of law, included in the Hickory House sale.
PREVIOUS RELEVANT BOCC ACTION: In August 2006, the County purchased the
property located at 5948 Peninsula Avenue, Stock Island,Florida. A bid from King's Pointe
Marina LLC (KPM) was accepted, however, on August 27, 2008,KPM cancelled their contract to
purchase the property. Beginning in June 2009 the County advertised several RFPs requesting
proposals for sale of the property.All responses were rejected by the BOCC. In April 2014 the
latest RFP was advertised and opened on May 20, 2014. On June 11, 2014 the BOCC approved
the Response to purchase from Oceanside Investors,LLC and Pritam Singh.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS:
TOTAL COST: -0 INDIRECT COSTS: BUDGETED: Yes X No
This is income to the County
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: Attorney fees for Outside Counsel SOURCE OF FUNDS: 304-
364001GF
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
I
APPROVED BY: County Atty-ZOMB/Purchasing Risk Management
DOCUMENTATION: Included Not Required
DISPOSITION: AGENDA ITEM# M-12
REVISED BACK-UP: Now includes
Commercial Purchase and Sale
Agreement and Revised AIS
.............................. ......................---........ ................... ........................................................................................ .... ........................................... ...................... ........................
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Oceanside/P Singh Contract#
Effective Date: 8-20-14
Expiration Date:
Contract Purpose/Description:
Agreement to sell Hickory House
Contract Manager: Nat Cassel 3580 Legal
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 8-20-14 Agenda Deadline: 8-5-14
CONTRACT COSTS
Total Dollar Value of Contract: $ -0-all Current Year Portion: $ all
income
$2M
Budgeted? Yes® No ❑ Account Codes:
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $IALVyr For: hourly fees to outside attorney
(Not included in dollar value above) (e . maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes❑ Noo,
Risk Management Yes[:] NoEl'
O.M.B./Purchasing J Yeso NoE�
County Attorney ub
Yes[:] No[Zj' ife-??"
Comments:
OMB Form Revised 2/27/01 MCP#2
I.,................... ...........
COMMERCIAL PURCHASE AND SALE AGREEMENT
This COMMERCIAL PURCHASE AND SALE AGREEMENT("Agreement") is entered into this day of
August, 2014, by and between BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, a
political subdivision of the State of Florida ("Seller"), whose address is C/O Roman Gastesi, County
Administrator, 1100 Simonton Street, Room 2-205, Key West, Florida 33040 and Oceanside Investors,
LLC, a Florida limited liability company and Pritam Singhi, Individually ("Purchaser"), whose address is
1010 Kennedy Drive, Monroe County, Florida.
1. AGREEMENT TO SELL/PURCHASE. In consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Seller hereby agrees to sell to Purchaser, and Purchaser agrees to buy from Seller, that certain real
property located in Monroe County, Florida, described below, together with all improvements,
easements, rights and appurtenances, in accordance with the provisions of this Agreement.
2. DESCRIPTION OF PROPERTY.The property which the Seller agrees to sell and the Purchaser agrees to
buy pursuant to the terms of this Agreement is that certain property situated on Stock Island, Monroe
County, Florida commonly known as the "Hickory House", which is located at 5948 Peninsular Avenue,
Stock Island, Key West, Florida 33040, also known as 5948 Maloney Avenue, Stock Island, Key West,
Florida 33040, and Is more particularly described as:
Lots 30, 31 and the West X of Lot 32, in Square 46, according to Maloney's Subdivision of a part of
Stock Island, Monroe County, Florida, as recorded in Plat Book 1, Page 55, of the Public Records of
Monroe County, Florida.
The above-described Parcel shall be referred to herein as the "Hickory House Parcel".
And that certain County-owned right of way which is approved to be abandoned in accordance with
Resolution No. 116-2014 comprising a part of Peninsular Avenue, Stock Island, Key West, Florida 33040,
which is more particularly described as:
The Northerly 1/2 Peninsular Avenue,lying between Block 46 and 60,South of Lots 30,31&the West
1/2 of Lot 32,in Square 46,according to Maloney's subdivision of a part of Stock Island, Monroe
County, Florida,as recorded in Plat Book 1, Page 55,of the Public Records of Monroe County,Florida,
and being more particularly described as follows:
Commence at the Southeast corner of Lot 35 of said plat,thence West along the North right-of-way
line of Peninsular Ave.for a distance of 175.00 feet to the Southeast corner of the said West 1/2 of Lot
32,and the point of beginning;thence continue West along the said North right-of-way line of
Peninsular Ave.for a distance of 195.0 feet, more or less to the platted shoreline of Peninsular
Avenue;thence S 17°19'01"W along the platted shoreline for a distance of 31.62 feet to the
Centerline of Peninsular Ave.;thence East along the said center line of Peninsular Ave.,for a distance
of 205.0 feet more or less to the Southerly extension of the East line of the said West 1/2 of Lot 32;
thence North for a distance of 30.00 feet to the said North right-of-way line of Peninsular Ave.and the
point of beginning.
Containing 6,000.0 square feet,more or less.
The above described Parcel,shall be referred to herein as the "Peninsular Parcel".
The Hickory House Parcel and the Peninsular Parcel shall be referred to herein as the "Property". In the
event Resolution 116-2014 is challenged the Hickory House parcel only shall be conveyed, and all terms
and conditions of this Agreement shall remain the same.
3. PURCHASE PRICE. The Purchaser shall pay to Seller the total sum of Two Million and 00/100
($2,000,000.00) Dollars ("Purchase Price") for the Property at closing. Seller hereby authorizes
Purchaser to wire transfer the purchase funds directly to Stones & Cardenas, Adele V. Stones as escrow
agent, who is authorized) by law to receive such payment, and to require said escrow agent to pay
Seller's expenses of sale.
4. DEPOSIT. Purchaser shall pay to Seller the amount of Two Hundred Thousand and 00/100
($200,000.00) Dollars on or before August 22, 2014 as a Deposit. Adele V. Stones of Stones& Cardenas
Law Office, 221 Simonton Street, Key West, FL 33040 shall hold the deposit until the closing on the
Agreement,and shall credit the deposit towards the total purchase price..
5. CLOSING PLACE AND DATE. The closing shall be on or before November 19, 2014. Closing shall occur
at Stones & Cardenas, 221 Simonton Street, Key West, Florida at a time mutually acceptable to Buyer
and Seller
6. FORM OF CONVEYANCE. Seller shall convey the Property to Purchaser by Quit Claim Deed, in a form
prescribed by law. Seller shall deliver to Purchaser a draft of such deed at least fifteen (15) days prior to
closing. The conveyance shall taike place at closing in consideration for payment by the Purchaser of the
Purchase Price, as set forth herein. Pursuant to Florida Statute 125.411 the county shall not be deemed
to warrant the title or to represent any state of facts concerning the Property.
7. NO WARRANTY. Purchaser agrees that on the date of closing the Seller shall deliver the Property in
"as-is" condition. Seller makes no warranty as to the present title of the property or the condition of the
buildings,fixtures,iimprovements,appurtenances,or conditions existing on the Property.
8. DUE DILIGENCE. Buyer shall have sixty (60) days from the effective date to conduct any due diligence,
which Buyer in its sole discretion determines necessary. The"effective date" shall be the date of the last
signature required on this agreement to become binding. If Buyer does not Notice Seller within the sixty
(60) day due diligence period that Buyer does not wish to purchase the property, Buyer shall be
obligated to purchase the property and close within the stated time period of closing on or before
November 19, 2014.
9. PUBLIC ACCESS. As additional consideration for Seller's agreement to sell the Property, Buyer agrees
that an application shall be made within sixty(60) days of the execution of this Agreement to amend the
existing Major Conditional Use approval, Planning Commission Resolution 04-2014 and Development
Agreement dated December 11, 2013, for Oceanside Investors, LLC's adjacent property located at 5900
— 5950 Peninsular Avenue, Stock Island, Florida, to include the subject property. The amended
redevelopment plan shall include as a condition of approval the continuation of a boardwalk or walkway
along the western shoreline of the Property to enhance public access to the waterfront which shall be
open to the public free of charge from dawn to dusk three hundred sixty-five (365) days per year. The
Parties agree that the Buyer may establish and enforce reasonable rules related to use of the boardwalk
and conduct by the public while using the boardwalk or walkway from dawn to dusk. Buyer agrees that
no physical barrier may be erected to close off access or create the appearance that access during
daylight hours is restricted. This condition shall survive closing and shall be enforceable by Seller
through injunctive relief in the event of a breach in performance of this condition.
10. ENVIRONMENTAL SITE ASSESSMENT. Seller purchased the property in November, 2006, and
obtained at that time an update to an existing Phase 2 Environmental Assessment Report with proof of
remediation. Since the purchase, the property has been closed pending proposed development. Seller
makes no warranty as to the present condition of the land, buildings, fixtures, improvements or
appurtenances;the property is offered in an "as is"condition. Purchaser may,at its own expense,within
sixty(60) days of the effective date of this contract,obtain an environmental assessment, which shall be
for the use of the Purchaser only and may not be used to require the County to provide a cleanup of the
property. Within the sixty (60) day due diligence period, the Purchaser shall conclude its assessment
including review of same and a determination whether to accept the conditions extant.
11. HAZARDOUS MATERIALS. In the event that such environmental site assessment provided for in
Paragraph Ten (10) above confirms the presence of hazardous materiails on the Property, Purchaser, at
its sole option, may elect to terminate this Agreement within the due diligence period and neither party
shall have any further obligations under this Agreement. Should Purchaser elect not to terminate this
Agreement, Purchaser shall, after closing and at its sole cost and expense, promptly commence and
diligently pursue any assessment, clean up, and/or monitoring of the Property necessary to bring the
Property into full compliance with any and all applicable federal, state or local laws, statutes,
ordinances, rules, regulations or other governmental restrictions regulating, relating to, or imposing
liability or standards of conduct concerning hazardous materials.
12. SURVEY. Seller shall have no obligation to provide an up-to-date survey of the Property to
Purchaser. Purchaser may obtain a survey at Purchaser's sole cost and expense during the due diligence
period, however,Seller shall have no obligation to cure any survey objection or title defect arising out of
the survey examination. Purchaser shall have no remedy for survey objections arising after the
expiration of the due diligence period.
13. TITLE INSURANCE. Purchaser, at its sole and exclusive cost and expense, may obtain a title
insurance policy in a form acceptable to Purchaser.
14. DEFECTS IN TITLE. If Purchaser elects to obtain a title insurance policy on the Property during the
due diligence period,and the title insurance commitment or survey obtained by Purchaser discloses any
defects in title which are not acceptable to Purchaser, Purchaser shall have the option to: (a)accept the
title "as-is" with no reduction in the Purchase Price, (b) attempt to cure the defect itself during the due
diligence period, or (c) terminate this Agreement and release Purchaser and Seller from all further
obligations under this Agreement. Any defects in title discovered after expiration of the due diligence
period shall not be grounds for cancellation of the Contract, nor shall Seller be required to take any
steps to cure said defects or objections.
15. EXPENSES. All taxes, recording fees, or other expenses related to the transaction shall be borne by
the Purchaser. Notwithstanding the prior sentence, Seller shall) prepare the deed for the Property at
Seller's sole and exclusive expense.
16. TAXES AND ASSESSMENTS. Seller, being immune from taxation, shall have no obligation in
accordance with Section 196.295, Florida Statutes, to place in escrow with the county tax collector an
amount equal to the current taxes prorated to the date of transfer, based upon the current assessment
and millage rates on the Property. Purchaser shall be responsible for all costs of sewer connection and
assessments.
17. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or damage to the
Property prior to the date of closing and warrants that the Property shall be transferred and conveyed
to the Purchaser in the same or essentially the same condition as of the date of Seller's execution of this
Agreement, ordinary wear and tear excepted. However, in the event the condition of the Property is
altered by an act of God or other natural force beyond the control of Seller, Purchaser may elect, at its
sole option, to terminate this Agreement and neither party shall have any further obligations under this
Agreement. Seller represents and warrants that there are no parties other than Seller in occupancy or
possession of any part of the Property.
18. RIGHT TO ENTER PROPERTY. Seller agrees that from the date this Agreement is executed by Seller,
Purchaser and its agents, upon reasonable notice,shall have the right to enter the Property for all lawful
purposes. Purchaser agrees to indemnify and hold harmless Seller for any and all claims for bodily injury,
death, personal injury, and property damage, and all other losses, damages or expenses incurred as a
result of such permitted entry.
19. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or
valid, recorded easements that benefit the Property.
20. DEFAULT. If Seiler defaults under this Agreement, Purchaser may: (1) waive the default and proceed
to closing; or (2) refuse to close and elect to receive the return of any moneys paid to Seller. If Buyer
defaults under this Agreement, Seller shall be entitled to retain the deposit monies paid to the Escrow
Agent.
21. RECORDING.This Agreement, or notice of it, may be recorded by Purchaser in the Official records of
Monroe County.
22. ASSIGNMENT. This Agreement may not be assigned by either Party without the prior written
consent of the other Party.
23.TIME.Time is of the essence with regard to all dates or times set forth in this Agreement.
24. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected.
25. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller and Seller's heirs, legal
representatives, successors and assigns shall be bound by it. Upon Purchasers execution of this
Agreement, Purchaser and Purchaser's heirs, legal representatives,successors and assigns will be bound
by it.
26. ENTIRE AGREEMENT.This Agreement contains the entire agreement between the parties pertaining
to the subject matter contained herein, and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by the parties.
27. WAIVER. Failure of Purchaser or Seller to insist upon strict performance of any covenant or
condition of this Agreement, or to exercise any right herein contained, shall not be construed as a
waiver or relinquishment for the future of any such covenant, condition or right; but the same shaill
remain in full force and effect.
28.ADDENDUM. Any addendum attached hereto that is signed by the (parties shall be deemed a part of
this Agreement.
29. NOTICE.Whenever either party desires or is required to give notice unto the other, it must be given
by written notice, and either delivered personally or mailed to the appropriate address indicated on the
first page of this Agreement, or such other address as is designated in writing by a party to this
Agreement.
Notice to Seller shall be as follows:
Monroe County
C/O Roman Gastesi,County Administrator
1100 Simonton Street,Room 2-205
Key West, Florida 33040
With a copy to:
Monroe County Office of the County Attorney
C/O Bob Shillinger, Esq.
2111121h St.,Suite 408
Key West, FL 33040
Notice to Purchaser shall be as follows:
Oceanside Investors,LLC and Pritam Singh
C/O John Allison
1010 Kennedy Drive, Suite 302
Key West, Florida 33040
With a copy to:
C/O Barton W.Smith, Esq.
138-142 Simonton St.
Key West,FL 33040
30. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Seller and
Buyer set forth in this Agreement shall survive the closing, the delivery and recording of the deed, and
Seller's tender of possession of the Property.
31. COMPLIANCE WITH ADA. Purchaser will not be compensated under the contract for changes
necessitated by noncompliance with any federal, state or local (law, ordinance, rule, or regulations that
affect Purchaser's use of the Property.
32. COUNTERPARTS. This Agreement may be executed and delivered in any number ofcounterparts,
each of which shall be deemed to be an original and all of which d1aU constitute one and the same
instrument. Signatures may be made via facsimile and any such signatures shall be deemed to be
original signatures and shall 6e binding on the parties.
33' COSTS& FEES/VENUE. |n the event of any dispute arising out of the performance orenforcement
of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's6ees and costs,
including reasonable attorney's fees and costs through any appeals. Key West, Monroe County, Florida
shall be the venue for any legal proceedings instituted under this Agreement.
[REMAINDER OF PAGE INTENTIONALLY BLANK.SIGNATURE PAGE TOFOLLQVV.]
IN WITNESS WHEREOF,the parties hereto have set their hands and seals the day and year first above
written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST:AMY HEAVILIN,CLERK OF MONROE COUNTY,FLORIDA
By By
Deputy Clerk Mayor/Chairperson
WITNESS FOR PURCHASER PURCHASER
1) By
Witness signature as to both Purchasers Pritam Singh, Manager of Oceanside Investors, LLC
Print Name Date
Date
Pritam Singh, Individually
2)
Witness signature as to both Purchasers
Print Name
Date
NOTARIZATION -SELLER
STATE OF FLORIDA)
COUNTY OF MONROE)
The foregoing instrument was acknowledged before me this day of August, 2014,
by He is personally known to me or produced
as identification.
Commission No.
My Commission Expires:
NOTARIZATION -PURCHASER
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of August, 2014,
by Pritam Singh, individually and as Manager of Oceanside Investors, LLC,a Florida limited liability
company. He is personally known to me.
Commission No.
My Commission Expires:
ADDENDUM
A^ Radon Gas. Radon isa naturally occurring radioactive gas that, when it has accumulated inabuilding
in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county public health unit.
This notice is being provided in accordance with Section 4O4.O5G(8), Florida Statutes. Purchaser may, at
its sole cost and expense, have the buildings that will remain on the Property inspected and tested for
radon gas or radon progeny by a qualified professional properly certified by the Florida Department of
Health and Rehabilitative Services. If radon gas or radon progeny is discovered, Purchaser shall have the
option to either: (a) accept the Property as it then is with no reduction in the Purchase Price or (b)
terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under
this Agreement.
B. Wood Destroying Organisms Inspection Report. Purchaser may, at its sole cost and expense, obtain a
Wood Destroying Organisms Inspection Report made by state licensed pest control firm. Purchaser
shall pay for the inspection. Purchase acknowledges that he is purchasing the property and all fixtures of
whatever nature in"as is"condition.
C. Maintenance of Improvements. Seller offers the property and the roofs, doors, floors, steps,
windows, exterior walls, foundations, all other structural components, major appliances and heating,
cooling, electrical and plumbing systems on all improvements that will remain on the Property ih "as is"
condition'
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST:AMY HGAVULIN,CLERK OF MONROE COUNTY, FLORIDA
By By
Deputy Clerk Mayor/Chairperson
WITNESS FOR PURCHASER PURCHASER
1 By
Witness signature asto both Purchasers Pritann Singh, Manager mf Oceanside Investors, LLC
Print Name Date
Date
2 Pritamn Singh, Individually
Witness signature asto both Purchasers
Print Name
Date