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Item O02 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: August 15, 2001 Division: County Attorney Bulk Item: Yes 0 No 0 AGENDA ITEM WORDING: Approval of Agreement to Transfer restoration obligation, relieving Metro-Goldwyn-Mayer Pictures, Inc. from responsibility to restore property to pre-movie set conditions or demolish structure, transferring the obligation to the property owner. ITEM BACKGROUND: In preparation for producing a motion picture entitled "Heartbreakers" MGM entered into a location agreement with John and Wendy Moore for the use of property located at Lake Surprise Estates, Block 13, Lots 1 - 4, Key Largo. MGM performed improvements to the property without obtaining a building permit pursuant to Resolution No. 390-1996, which allows temporary improvements to be made for movie sets without permits subject to the condition that the improvements will be demolished or affected structures returned to their original condition. At the time that the location agreement with the Moore's was entered, the Moore's were tenants and the owner of the property was Islamorada Inn, Inc., which has subsequently sold the property to the Moore's. Mr. Moore submitted to the County Attorney's Office a "Settlement and Release Agreement" which released MGM from its obligation in exchange for payment to the Moore's of $20,000, but did not transfer any obligation for restoration or demolition to another party. Mr. Moore provided documents indicating that he had sold the development rights to the building to another person and in such sale, Mr. Moore was obligated to demolish the structure on the property within 45 days of closing. Closing was on or about May 18, 2001, but no demolition or restoration has taken place. In order to release MGM from its obligation, BOCC Resolution No. 390-1996 requires that the obligation be transferred to another until performed. PREVIOUS RELEVANT BOCC ACTION: None. CONTRACT I AGREEMENT CHANGES: N/A S1'AFF RECOMMENDATIONS: Approval limited to release document which transfers to the property owner the requirement to destroy or restore. TOTAL COST: BUDGETED: Yes 0 No 0 COST TO COUNTY: APPROVED BY: County Attorney. OMB/Purchasing 0 Risk Management 0 DIVISION DIRECTOR APPROVAL: ~~~ S TEND ICK DOCUMENTATION: Included 0 Folio 0 Not Required 0 AGENDA ITEM # /-~~- TRANSFER OF RESTORA TION OBLIGA TION AGREEMENT THIS AGREEMENT dated this day of . 2001, is made between Metro-Goldwyn-Mayer Pictures, Inc. rMGM.), whose address is 2500 Broadway Street, Santa Monica, CA 90404, John and Wendy Moore rOwners.), whose address is 478 Summer land Road, Key Largo, FL 33037, and the Board of County Commissioners of Monroe County C-Countylf), a political subdivision of the State of Florida. WHEREAS, MGM constructed improvements to the real property located at lake Surprise Estates, Block 13, lots 1, 2, 3, and 4, Key largo, Florida C-Property.) for use in connection with the production of a theatrical motion picture entitled -Heartbreakers.; and WHEREAS, the Owners and MGM have agreed to transfer to Owners MGM's obligation to restore the Property to its condition prior to the construction without permit or to destroy the structure; now, therefore IN CONSIDERATION of the covenants contained herein, the parties do agree as follows: 1. Transfer of Obligation. MGM hereby transfers and assigns to Owners, and Owners accept said transfer and assignment, the obligation to restore to its pre-movie set conditions or destroy the structures on lots, 1, 2, 3, and 4, Block 13, lake Surprise Estates, Key Largo, Florida. In consideration of assumption of the obligation to restore or demolish, MGM promises to pay Owners the sum of $20,000. 2. Time Period. Owners agree to comply with the requirement to restore to pre- movie set conditions or destroy the structures on the Lots specified in Paragraph 1 within thirty days of this agreement. 3. Failure of Owners to comply with the requirement of Paragraph 2 entitles County to enter on to the subject property and destroy the structures thereon and to charge the cost of such demolition and disposal of construction materials to Owners and to place on said property a lien should Owners fail to pay such demolition and disposal costs. 4. County's Release of MGM. The County hereby releases MGM from its responsibility for returning the subject property to its pre-movie set conditions or demolishing the structures. 5. Non Waiver. Any waiver of County for any time period of its right to enter and remove the structures should Owners not comply with Paragraph 2 above, shall not act to bar County from exercising this right at a later date. 6. Assignment. It is understood that Owners have assigned development rights to another entity. Said assignment purports to transfer to said party the obligation of restoration or demolition should the Owners fail to meet those conditions within 45 days of the closing. The closing in question occurred more than 75 days prior to the date of this agreement. Accordingly, the parties agree that any assignment of rights or obligation by the Owners shall not absolve and release Owners from the obligation for restoration to pre-movie set conditions or demolition under Resolution No. 390-1996 of the Board of County Commissioners of Monroe County, Florida. IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written. (SEAL) A TTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNlY COMMISSIONERS OF MONROE COUNlY, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) Attest: METRO-GOLDWYN-MAYER PICTURES, INC. By Title By Title PROPERlY OWNERS Witness John Moore Witness Wendy Moore jdconMGM FROM : WENDYMOORE - . Jim Hendrick Office of the County Attorney PO Box 1026 KeyWest FL33041 Td 305.292.3410 fax30S.292.3S16 7-09-01 PHONE NO. 13054511715 John Moore 478 Summerland Rd Key Largo FL 33037. tel 305.451.1715 fax 30S.4~3.9360 RE-M.G.M Marvins Restuarant Jul. 10 2001 02:55PM P1 f0 ~ (T') ';~C) ~c JUL 1 I 'Jf- '. :; 11 . ,~J: :.:J Dear Sir. With regards to the above property,and the responsability ofMG.M I had a tease to purchase agreement on the property when I signelt an ~eement with M.G.M. I have recently purchased the property and in doing $OJ have left $30,000 in escrow. The cost of demolishing the building. In view of the fact the county commisioner have bot yet passed an ordinance for the transfer of commercial chits. And may not in the near future. I think it would be only fair to release M.G.M of this agreement.so they can close there books on this Movie production.and go on about there buisness. If the County do pass this ordinance in the future, and the court decides that the building is to be demolished, the money is there to take care of it. Yours Sincerley John Moore ~~~ FROM : WENDYl'lJORE - - OS/ZJ/OI FRt 14.33 F~X PHONE NO. 1312154511715 Jul. 11 21211211 1215:23AM P1 ~Oil2 . SETTLEMENT AND RELEASE t\-GREEMENT This Agreement datBd as of May 23. 2001 is made among MalrO-Goldwyn-Mayer Pictures Inc. \"MGM"l, who~e address is 2~00 Broadway Street, Santa Monica. CaJiforr'lia !:'0404. Attention: Theutrical Business Aflairs, John and Wendy Moore (collectIvely. "Tenant"l, whose address is 478 Summerland Road, Key liugo, FlQrida 33037, and the Monroe County Attornc"s Office (.County Attorney";' whcse address is P.O. BolC 1026, Key West, Florida 33044. Reference is made to the following facts: A. M<3M entered into a LocatIon Agraement dated as of April 26, 2000 (.Ten;ant Agreement") with Tenant with respect to MGM'~ use Of a portion of the prOpel1y located at lake Surprise Estutes, Block 113, Lots 1, 2. 3, 4, Key Largo, Rorida 3301 (collectiv!llv, "Property") as a shooting location in connection with the production of the theatrical motion picture entitled '"HEARTBREAKERS" flkla "BREAKERS" ("Picture"). B. MGM also entered into a Location Agreement dated as of April ~.B, 2000 ("Owner Agreement") with Islamorada Jnn, Jnc_ ("Owner") with respect to MGM's use 0.' thl! Property as a shooting 10~ion in connection with the production of 'the Picture. C. Pursuant to ParClgraph 2 of both the Owner Agreement and Ten21lt Agreement, aftsr MGM vacates the Property, MGM is obligated to leave the PropertY in HH good condition as when received by MGM, Axeepting reasonable wear and tear from permittBd U8ss" ("'=leatoration Obligation"). O. -On May 18, 2001.lslumorada Inn, Inc. conveyed to John Moore all of ib. right, title and interest in and to the Property (as evideRccd by II Warrarity Deed 0; the same datel and as of May 18, 200 1 John Moor. (and his wife) now own the PropertY, NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, th" parties agree to the fOilowing: 1. Condition PreGodent: MGM'6 obligations contained herein aro subject to full executIon 01 a Release Agreement between Owner and MGM, in form and substance ac~pt.")bJe to MOM, whBrein Owner releases MGM from it$ Restoration Obligation arising trom the Owner A'lreement. 2. Tenant's Release; Contrary 10 the terms of the Tenant Agreeme"t, MGM is herebV relieved of its Relitoration Obliglltion in exchange for'MGM's agreement to pay 1:0 T.flant the sum of Twenty Thousand Dollars (S20,OOOj ("Settlement Amount"', as a contribution tn Tenant's cost for the demolition of all of the struC'tlJres located on the Property. Upon MGM's payment to Tenant of the Settlement Amouot, MGM shall be deemed to have .atisfisd its Restoration Obi gation and shall have no further liability or obligation to Tenant with reapect to the Tenant Agreement, including without limi111tion in connection with th" condition of the Proj).rty. Tenant hereby r.leases MGM (and its successors, assigns 8nd licensees) in perpetuity, of and from any and all claims, demands, caLlSes of 8etion, obligations and liabilities of every kind and character whatsoever, whether now known or unknown, $uspGcted or unsuspected, which Tenant nOw has Dr owns or hoJdsor at any time heretofore t'las ever had, owned or held in connection with the PrQrJerty and/or the oubject matter of the Tenant Agreement, including. without limitation, arising from defects andlor negligence in connection therewith. Accordingly, Tenant hereby agreslS to indemnify MGM and assume cdl responsibility for any 1098 and/or liability arising from or related in any way to the Propeity, includIng attorneys' fees. Tenant is familiar with and does hereby w~ive the provisions of Section' 54,2 of the California Ci\'il C.ode. which provides as follows: HA general rek:ase does not extsnd to claims wHich the creditor does not know or suspect to exiet in his favor at the time of exsd.Jting the release, whIch If kn'own by him must have materially affected his settlement with the debtor." .HEART8REAKERS. - Stlttlement/RsllIlISll (M Jsck's Bar") FROM : WENDYMOORE _ . O;;,-2:j/Ol J-Rl 14.:14 F"X PHONE NO. 13054511715 Jul. 11 2001 05:23AM P2 l4J 00:1 . .,' 3. County's Release: The County C1cknowledges that upon MOM's payment to Tenant of the Settlernem: Amount, MGM shall be relieved of its Restoration Obligation and 5hall have 110 further liability or obligation to Ten8nt with respect to the condition Tenant Agreement. inclUding without limitation in connection with the Property, Accordingly, upon MGM's payment of the Senlement Amount. County shall hereby release MGM (.-nd il$ successors. assigns and JicElnsees) in perpBt\Jity, of and from any and all claims, demands, causes of acticn. obligations and Habiliticts of every kind and character whatsoever. whether now kl'loV\lo or unknown, sus;pected or unsuspeoted, which County now has or owns or holds or ltt any time heretofore has ever hlld, owned or held in t:onnection with the Property, including, without limitation, arising from defects end/or negligence i" connection therewith, County is familiar with and does hereby waive the pro"isions of Section 1 542 (If the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor doal> not know or suspect to exist in his fsv()I" at the time of executing the release, which :f known by him mulrt have materially affected his settlement with the debtor_. 4. MGM'$ Rlahts: This refease shall In no way be deemed to limit .)r otherwise affeCl: the right5 granted to MGM by Tenant under the Tenant Agreement, 5, Miscellaneous: The parties acknowledge that no representation or agreement not e)(presslv contained herein has been made by any of the parties or any ag8nt($). employee(s) or representative(st thereof. This Agreement shall be bincling upon and shall inure to the benefit 01 the perties and their respective success()tS, licensees Dod assigns and cannot be modified or amended oxcept in writing &igned by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of Califomia apJ:llicable to agreemenb of thi5 nature <16 if cmtered into and fUlly performed within the State 01 California. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. . METRO.GOLDWYN-MAYER PICTURES INC. By; ItS: AGREED AND ACCEPTED: MONROE COUNTY ATTORNEY'S OFFICE BV: Its: JO~ w~.a~~~mg . MHEARTBREAKeRS--Sen~nURe~~ (" JBC!k', Bar-) ~ tJ O~~ fJotl1 2 .I. J~4~ vV",...UU..UU't' bl\U1I1H 1l1\:d1l ~02 County of Monroe Growth Manal!ement Division 2798 Overseas Highway Suite 410 Marathon. Florida 330S0 Voice: (30S) 289 2S00 FAX: (305) 289 2536 ,!.;~!r:~,)t~;l_ ~'L 1~ Board ofCounlv Commissioners Mayor George Neugent, Distric:t 2 Mayor Pro Tern Nora Williams, District 4 Comm. Charles "Sonny" McCoy. Dist. 3 Comm. Murn.y E. Nelson. District 5 Comm. Dixie M. Spehar. District I MEMORANDUM TO: Suzanne Hutton Assistant County Attorney Timothy J. McGarry tf\\ Director of Growth ~ment Division FROM: DATE: July 27, 2001 SUBJECT: Proposed Settlement and Release Agreement Between Mr. John Moore, MGM, and Monroe County In response to your request for recommendations concerning the above referenced settlement and release agreement, the Growth Management Division finds the release provisions unacceptable and recommends that the document not be approved by the Board of County Commissioners, The Division would recommend releasing MOM from its obligations, as long as Mr. Moore assumed full responsibility for either the demolition of the structure or returning it to its pre-movie set conditions as stipulated by the Building Official Joe Paskalik.. Any such release, should stipulate a specific time frame of less than thirty (30) days for Mr. Moore to comply with the stipulations of the Building Official. It should be noted that it has been almost a year since the completion of all movie set activity at the Key Largo site. The property owner has not allowed MGM to meet its obligations to return the movie set to its original condition. This restoration or demolition of the temporary improvements for the movie set is a requirement of Board of County Commissioners' Resolution No. 390-1996 that allows temporary improvements to be made for movie sets without permits with the caveat such improvements will be demolished or the affected structures return to their original condition after conclusion of movie set activity. Furthermore, it is the Growth Management Division's understanding that although Mr. Moore is the owner of the subject property, he has sold the development rights to the building to a Mr. Dale Stringer (Hinote Construction) on May 15, 2001. Under his contract with Mr. Stringer, he is obligated to demolish all the structures on the property within 45 days of closing. Should you have any questions, please contact me.