05/19/2021 Agreement AGREEMENT FOR THE PURCHASE OF VACANT LANDS
THIS AGREEMENT is made and entered into this 19th day of May ,2021,by and between
SJK INVESTMENTS,LLC.,a Florida Limited Liability Company
(hereinafter "Seller(s)"), for themselves, their heirs, executors, administrators, successors and assigns, and the
MONROE COUNTY BOARD OF COUNTY COMMISIONERS (hereinafter "County") acting by and through
the County Administrator Roman Gastesi.
WITNESSETH:
1. In consideration of Ten Dollars ($10.00) in hand, paid by the County, the receipt of which is hereby
acknowledged,the Seller(s)agree to sell to the County certain lands upon the terms and conditions hereinafter
set forth,and for the price of $1,198,252.00 for all of the lands and other interests,which lands shall include
all tenements, hereditaments,together with all water and other rights,easements,appurtenances, and any and
all of the Seller's rights in or arising by reason of ownership thereunto belonging,owned by them,situate and
lying in the County of Monroe, State of Florida,more particularly described as follows;to-wit:
See Legal Description attached as Exhibit"A".
RE#00122080-000304
AK# 9085076
Comprised of approximately 54,943 square feet of vacant land (1.261 acres) ("Property" or"real
property").
2. The Seller(s)agree that they have full right, power, and authority to convey, and that they will convey to the
County the fee simple title to the Property together with legal and practical access thereto clear, free, and
unencumbered, except subject to all easements and other matters of record and the following obligations,
easements or reservations:
Seller shall secure an access easement in favor of County from Rockland Investment Corp.
to provide practical and legal ingress and egress to the subject parcel. Said easement shall be
substantially identical to the easement given to COUNTY by Rockland Investment Corp. as recorded
at Official Records Book 2146 Page 20 of the Official Records of Monroe County, Florida. Exhibit
"B".
The COUNTY,at the COUNTY'S expense,within the time allowed to deliver evidence of title and to examine
same, may have the real property surveyed and certified by a registered Florida surveyor. If the survey
discloses encroachments on the real property or that improvements located thereon encroach on setback lines,
easements, lands of others, or violate any restrictions, contract covenants, or applicable governmental
regulations, the same shall constitute a title defect provided COUNTY provides the required written notice
within the timeframe provided below.
Seller(s) shall convey a marketable title subject only to the encumbrances, exceptions, or qualification set
forth, disclosed in writing and accepted or waived by COUNTY before accepting conditions or exception to
insured title. Marketable title shall be determined according to applicable title standards adopted by authority
of the Florida Bar and in accordance with law. The COUNTY shall have sixty(60)days from the effective
date of this Agreement in which to examine title. If title is found defective,the COUNTY shall,within this
specified time period, notify Seller(s) in writing specifying defect(s). If COUNTY fails to provide written
notice within sixty (60) days, COUNTY shall be deemed to have accepted the title commitment. If the
defect(s) render title unmarketable the Seller(s) will have one hundred twenty (120) days from receipt of
notice within which to remove the defect(s). The Seller(s)will use good faith efforts to correct defect(s) in
title within the time provided therefore,,failing which the COUNTY shall have the option of either accepting
the title as it then is or rescinding the Agreement herein. COUNTY acknowledges that Seller shall not be
required to bring suit to cure any such defects. COUNTY shall designate closing and title agent for this
transaction.
3. The Seller(s) further agree not to do, or suffer others to do, any act by which the value or title to said lands
may be diminished or encumbered while this Agreement is pending. It is further agreed that any loss or
damage occurring prior to the vesting of satisfactory title in the COUNTY by reasons of the unauthorized
placement or removal of products therefrom, shall be borne by the Seller(s); and that, in the event any such
loss or damage occurs,the COUNTY may,without liability,refuse to accept conveyance of said lands.
4. The Seller(s)further agree that during the period covered by this instrument officers and accredited agents of
the COUNTY shall have at all reasonable times the unrestricted right and privilege to enter upon said lands
for all proper and lawful purposes provided that COUNTY provides Seller with reasonable notice of when
COUNTY intends to enter the property, including examination and testing of said lands and the resources
upon them. Additionally, COUNTY, its agents, contractors and assigns shall enter the Property and conduct
inspections at their own risk and COUNTY will indemnify and hold Seller harmless from losses, damages,
costs,claims and expenses of any nature, including reasonable attorneys' fees at all levels,and from liability
to any person, arising from the conduct of any and all inspections or any work authorized by COUNTY.
COUNTY shall have 120 days to conduct any inspections, examination and testing to determine in the sole
discretion of COUNTY the acceptability of the condition of the property. COUNTY shall notify Seller in
writing of its intention to reject the property prior to the expiration of the 1201 day following execution of
this Agreement.Failure to provide such written notice shall constitute a waiver of any objection to the property
condition,accepting the property in its"AS IS, WHERE IS"condition and waiving all claims against Seller
for any defects in the Property. In the event this transaction does not close, (1) COUNTY will repair all
damages to the Property resulting from inspections and return the Property to the condition it was in prior to
the conduct of the inspections and(2)COUNTY will release to Seller all reports and other work generated as
a result of such inspections.
5. The Seller(s)will execute and deliver upon demand of the proper officials and agents of the COUNTY a good
and sufficient deed of warranty conveying to the COUNTY a marketable title to the said lands of such
character as to be reasonably satisfactory to the legal counsel of the COUNTY. Additionally, Seller will
provide an Affidavit acceptable to COUNTY as required by Florida Statutes Section 286.23 not later than ten
days following execution of this Agreement.
6. In consideration whereof the COUNTY agrees that it will purchase all of said lands at the price of
$1,198,252.00. The COUNTY further agrees that,after the preparation,execution,and delivery of the deed,
and after the legal counsel of the COUNTY shall have approved the title thus vested in the COUNTY as set
forth herein, it will cause to be paid to the Seller(s)the purchase price. The COUNTY shall pay the following
expenses associated with the conveyance of the Property: deed recording fees, settlement fees, title search
fees,title examination fees,the COUNTY's attorney's fees,and title insurance premium.Seller shall pay pro-
rated real property taxes to the period prior to the vesting of title in the COUNTY, or the effective date of
possession of such real property by the same,whichever is earlier. Seller shall pay in full at or prior to closing
any special assessments and non-ad valorem assessment. The Seller(s)shall pay the expenses of documentary
stamps to be affixed to the deed and the removal of trash,debris,and structures from the property, if any,and
real estate commissions, if any. COUNTY hereby represents and warrants that COUNTY has not had any
discussions or negotiations with a broker. Full possession of the premises shall pass to the COUNTY as of
the date payment is made to the Seller(s) subject only to the reservations stated in Section 2 above.
7. It is mutually agreed that a title insurance policy or other evidence of title to the property herein contracted to
be sold,reasonably satisfactory to the legal counsel of the COUNTY(but subject to the terms set forth herein)
will be obtained by the COUNTY at its expense. The Seller(s) expressly agree herein to furnish to the
COUNTY any documents in Seller(s)'s possession establishing evidence of title including,but not limited to,
abstracts, title commitments, title policies and opinions of title and proof of legal access to the property, if
any.
8. It shall be the obligation of the Seller(s)to pay all taxes and assessments outstanding as liens at the date title
vests of record in the COUNTY,whether or not such taxes and assessments are then due and payable.
9. It is mutually understood and agreed that notice of acceptance of this Agreement shall be given to the
Seller(s) by email to the address provided by the Seller(s) or by mail addressed to the Seller(s) at the
following address:
SJK Investments,LLC with copy to Erica Sterling,Esq
615B United Street 500 Fleming Street
Key West Fl 33040 Key West FL
william@kemp-properties.com ericaQsnottswoodlaw.com
and shall be effective upon date of mailing and shall be binding upon all Seller(s)without sending a separate
notice to each,except as such obligation may be affected by the provisions of paragraph 6 hereof.
10. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
11. The Seller(s) shall close any open building permits or code enforcement proceedings that were for work
performed on the Property prior to closing.
12. The effective date of this Agreement shall be that date when the last one of the Seller(s)and the COUNTY
has signed this Agreement.
13. If the Seller(s)wish to proceed with this transaction,the Seller(s)have until May 11,2021 to sign and return
this Agreement to the COUNTY. This Agreement may be executed in counter-parts. Closing on this
transaction shall occur not later than 150 days following purchase approval by the Board of County
Commissioners;however,in no event shall Closing occur after November 30,2021. In the event Closing has
not occurred by November 30,2021, Seller may cancel this Agreement.
14.This Agreement may not be assigned by County.
15.This Agreement may be executed in one or more counterparts.
****The remainder of this page has intentionally been left blank.****
Signature page to follow.
IN WITNESS WHEREOF, the Seller(s) have hereunto signed their names and affixed their respective seats oil
the day First above written and therefore the Seller(s) for and in consideration of the Ten Dollars ($10.00)
hereinabove acknowledge as received, have and do hereby grant unto the COUNTY or its authorized
representative, or any other office or agent of the COUNTY authorized to purchase said lands, the option and
right to enter into this Agreement for Purchase within sixty (60) days from the eXeCL1ti01l thereof by the
Seller(s), and to purchase said lands as herein provided.
Seller: SJK Investments, LLC
By Susan J. Kemp
afgnatu6?r Date Phone Number.
The MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, acting by and through its COUNTY
ADMINISTRATOR has executed this Agreement on behalf of the MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS this 8th clay of' JUI)j 2021.
MONROE COUNTY
(Sea])
lk�—LAN—G�i S;VLKFK-�)—unty—Administrator
Approved as to form and legal sufficiency.
Robert B. Shillinger, Monroe County Attorney
May 11, 2021
Doom 1568411
BkN 2189 Pg# 1787
EXHIBIT A
I !"GA"u DIESCp,T Pj'jot�j
-A pa e, o I e arid y i r,Cj i r, rid t)e-, i n g a pa i tx G v r r rno on I
`1, T a w r s I i 1 67 South, Range� '6, Ea-;t- Rockland Key,Mr7nrue Courity, F.1 0 L ci a
(also ro be kni,)w;: a,-,x Tract 211 o-I the turi re rnaj:, c'.i,.
F"ey a"(" tht:' T"JIme rem-rdaticn) and sar ldl parcei being mlon-
p (..:,1-1 a r 1 y described as fni,
u I i w r corner of t h e rna p c,r rd I a
n r i, R o c,-k I a r.,d V 111 a q e r e c o r d e ci I n -P.1 a T 4i j.NgC, 1, 3-J,
f r,h "I IDI L'd of t r 1 i :� -C7_'r!t- 0 1, th e,n c'e" N ci,r i"a 1, Lq the Wesl er' ly rr'i ' )f T,h e �, i,j d F�, tckajaiid V i 1, 1 a e", a
�J i s-,-a r 1 c Est' 2 9. 30 feet '. _� a point ; iJ,ence Wc-,,,s t, 1 e a v J.nQ the Sd Id
We:,-3 r,e r!�'y I i m i,�s, iA 1'11,'S'La:k-,- Of 18 4 . -1 0 1 ee T,-, t o T,-,h(, N o r t..h w e s t
C 0 r n C---T f I a r i'J:5, d e�;,i-,L i b' J C)f f I I, P B, k --i I.3, P a g f-s .1, 12
'"irlrj 1 -1 3 of the ski Public Records c',f Monroe r7c,-.Inry, FI(.,,r i d a
t h e'm-,,-F, c r�n t r,11 j n q w e,-,t, ai d i�s t a n c e of 9 3 2 9 9 feet T-c a, p o i.n t
thenc,� 'Alort.h, a distance of . (D-7 teet tn a f-hence East_
�j to .? T"-,o fi t; d S. a n C' I 10� Ei
0 H 21, f e t to a poin> he-rei. nafi ez- be, known as 0ie "'Luint of
g FI i
tAierlu("'� Cr'>v',t-i-nvIinq North, a f 94.07 feer to
IE T-hpnce West, a wA,, 2 8 3 11" f e e t to a p n r.
Sc - I U t h, 0- d 1-5 A r)C F1 0 .07 f'c- L- ,t t c, a o-.-I t hence East,
i.,j distance of 283 . 11 fee ' tack to the "Po-int r,-,)f Beginning" .
54, (-,,,r 1 .2EI acles mor`e'
F WK,KFMP'iSJK
#0325-064
MONRDE COUNTY
OFFICIPL RECORDS
A,
64 A
DocO 1537827 08/24�2005 10�27AM
P'iLed & Recorded k Official Record% of
Th-LS b'y or urlder MNROE COUNTY DANNY L. KOLWAGE
the supervision of: I
Dora' 1537827
i e Juditin, Kenney, Artorney, BkN 2148 Pga 20
Address : T;dich Kenney & P. A
711 Brit:kell, Aven,e, Suite 1 01 0
Miami, Florida 331. 31
BEEMENT
THIS AGREE24FNT is made this 24th day of june, 2005 by and
between ROCKLAND AVESTMENT CORPOPATIO� iNc a 11mr ida
corporation Wockian= and Monroe County, a political
subdivision of the State of Florida (the "County") .
1 in consideration of Lhe cmvenaWs and promises
contained herein and as additional con5iderati,,,Dn for t_!-ie transier
by WdltdnLy Deed from Rockland ro the County or tne parcels of
land legally chascribed in Exhibit A-2 hereto, Rockland hereby
grants and conveys to the CounLy, its successors and assigns,
guests and inViLeeS a non-exclusive easement as drawn on ExhibQ
A-! hereto (the "Easement")), not to exceed 50 feet in width, in
perpetuity for access, ingress
the road area, as same may be placed by Fackland from time to
time . Said Easement may be used for access, ingress and egress
and placement of utilities, including, buc "ot Annited to, water,
toWULzICIty, teleplKnui and cable to the property described on
Exhibit A-2 .
2 . This granc of Easement will run with the land and will
be oin(.-Illing on and 031 inure to the bend fir- of zine parties hereto.
This Easement may be moved from time to time t-.�y Rockland and shall
revert to Fockland when rw lanywr needed fci access to the
CuunLy' s property or if the County' s property _L5 purchased ty any
contiguous prope:uy owner or any ewity that owrned,
or under =VnUn WntrOi with the contigymn propexty owner. m
Easement consists of a aravei road. The porticr� or the Easement
that runs north-south on the west sid�- of Tracts; F), ) � and 20 as
shov,v-, on the drawing attached as Exhi[)it, A-- .1 shall he ccompletecj by
RaWarvi within six months from the date of this agreerrent .
3 . Rockland, for itself. its successors and assig:n,
re:airs the rignt to use the Easement area fc_�r an'y us;r�,, nc-.tt
inconsistent with the grant; proviaed, however4 without 1 imir i nq
the foregoing, rhat Rockland shall not- d"I.,ndnish 111`3.it, C 0 un t Y' 3
access to said Easement for Winty' s Line as describcaj above .
- is -
ht b
4 , A--1 no v ices, elections, demands, requests and other
conm"viicaricns hereunder shall be in writing, signed by par�y
making the same and shall be sent by certified or registere-d
United States mail postage prepaid, as follaws -
To
! '1 00 Simontc--�n St:reet
Key ln'esr-, FL 33040
To Rockland Rockland Investment Corporation
121 ML Highway On� Mite !Ui
Xey Wesn Florida 3304C.
or at such other address as may herpafr#;yr be dpsignaL�d -,n wr:.it :Ing
t.-y -,- ther piarty nere-c..o
WITIMMSS our hands and ofnals Hit 24tF, day of june, 2005.
W:TNESSES: MC7)NROE COI'JNTY
Sign Nam e: —C� B Y,
Sign Name:�1—
Print N
ROCKLA.ND iNVESTMIENT
COP'POR'A.7'IOrj' i;Ic
d Fioiida corporation
Y ±
Print Name , SUSAN 4E KEMP, ' H-'esIdAf
Sign Name :
Print
M01, ORNEY
DocM 037827
SO 2146 PgU 21 '�'4NEY
2
STATE OF FLORIDA
COUNTY OF MONROE
-,hk- f-r—qring
insurument was (acknowledged me, th-' s
_AA_
behalf of Monroe (:rjunC,y, who is, pad 2sonal.1 ,; known 1-0 me/has
produced ................. ...........
j denri f j cm ion .
A
i L y L -L WC
Hy ("'Oramission Expiree :
its, PAMELA G.MAW=
M MISS CA 0 Do 2W5
EMES:Way L 20
rrwj bKAW)Pak'od..'W.
Wow
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instmamenc was acknowledged 1,,,efore me tnis
dall Of JUne, 2005, by SUSAN KEMP as Presi,-jenL of ROCKLAND
INVESTMENT CORPORATIOtO, IINC . , wh(-,,
produced as 5 entification .
Nozary Pubt is
My
'o ft'4� Alicia, ROW*um-
a
M,0=."m 0Cm)0m77vff"
EAW"omm*w I Z 20W)s
Doer 1537B27
Bko 2146 P90 22
to Mmme CmntPEAWMEM. A=fmal: mo,"':
3
APR-ob-2005 09:2,r own RX-coup SURf�y 94t 62T 4vas 0.
Exhi bit A Oocg 153782T
BkN 2146 PON 23
X Easement
I f
Vw!,
I'd
4 XV
�1'
A TRACT IJ
40
MAJQ"L W
Ao-CIA MACIT a
191
G
r
EXHIBIT A-2
LEGAL DESCRIPTION
Property conveyed from Rockland to Monroe County
DESCRIPTION : PARCEL, "A"
A parcel of land lying in and being a part of Government Lot. No
7, Section 21 , Township 67 South, Range 26 East , Rockland Key,
Monroe County, Florida (also to be known as Tract 4 of the
future map or plat entitled "Rockland Key Commerce Center" at
the time of recordation) and said parcel being more particularly
described as toilows �
Commencing at the Southwest corner of the map or
plat entitled "Rockland Village" as recorded in Plat
Suok zn Page 133, of the Public Records cif Monroe
County, Florida thence North, along the Westerly
limits ot the said "Rockland Village" , a distance of
29 . 30 feet to a point ; thence West , leaving the said
Westerly limits, a distance of 1840 . S0 feet Co the
Northwest corner of lands described in Official
Records Book 373, Page (s) 112 and 113 of the said
Public Records of Monroe countys Florida; thence
continuing West , a distance of 932 . 99 feet to a point
hereinafter to be known as the "Point of Beginning" ;
thence continuing West , a distance of 173ill feet to a
point ; thence North, a distance of 340 . 74 feet
po-1,nt.-- ; r..hence East , a dist,ance ot 173 . 11 feer cc, a
point ; thence South, a distance of 340 . 74 feet back, to
the "Point of 8eginning" .
Containing 58 , 966 square feet or 1 . 394 acres more or less ,
DESCRIPTION : PARCEL "B"
A parcel of land lying in and being a part of Government beta No
7, Section 21 , Township 67 South, Range 26 East, Rockland Key,
Monroe County, Florida (also to be known as Tnact 5 of Lhk---�
future map or plat entitled "Rockland Key Commerce Center" at
the time of recordation) and said parcel being more particularly
described as follows :
Commencing at the SouchwesL corner of Uhu map or
plat entitled "Rockland Village" as recorded in Plat
Book V Page 133 , of the Public Records of Mour c,-)e
County, Florida; thence North, along the Westerly
limits of the said "Rockland Village" , a distance of
29 . 30 feet to a point ; thence West , leaving the said
WOOLelly limiks, a diuLanve of 1840 . 50 feet to the
Uac# 1537827
Blot 2146 P90 24
Northwest corner of lands described in official
Records Book 373 , Page (s) 112 and 113 of the said
Public Records of Monroe CounTy, Florida; thence
continuing West, a distance of 932 . 99 feeL to a point;
thence North, a distance of 340 . 74 feet to a point
hereinafter to be known as the "Point of Beginning" ,
thence convinuinth North, a distance of 161 . 93 feet to
a poino; thence West , a distance of 173 . 11 feet to a
point ; thence South, a disLance of 161 , 91 feet to a
poinn thence East , a distance of 173 . 11 feet back to,
ti-ie "P-),inr of 19(,��ginning" .
Containing 28 , 012 square feet or 0 - 644 acres more cn7 less .
DESCRIP,riozi: PARCEL "C"
A parcel of land lying in and being a part of Government Lot No,
7, Section 21 , Township 67 South, Range 26 East, Rockland Key,
Monroe County, Florida (also to be known as Tract 13 of the
future map or plat entitled "Yockland Key Commerce Center" at
the time of recordation) and said parcel being more particularly
described as follows :
Commencing at the Southwest corner of the map or plat.
entitled -RQckland Village" as recorded Jin Plau Book
4 ; Page 133 , of the Public Records of Monroe County,
Florida; thence North, along the Westerly limits of
the said "Rockiand village" , a distance of 29 . 30 feet
tc� a poinn ; thence West , leaving tl,-ie said WesL.erl,y
limits, a distance of 1840 . SO feet to the N(,,�rLhwest
corner of lands described in official Records Book
373 , Page (s) 112 and 113 of the said Public Records of
Monroe County, Florida; thence conL inuinr,3 West , a
distance of 932 . 99 feet to a point; thence North, a
disLance of 502 , 67 feet to a point hereinafter to be
known as Cho ''Point of Beginning" ; thence East a
discance ot 110 . 00 feet to a point ; thence North, a
distance of 104 . 12 feet to a point ; thpnce, WIcst , zi
distance of 283011 feet to a point ; Lhence South, a
distance of 104012 fcot to a point, thence Last , a
distance of 173 . 11 feeu back to the "Point of
Beginning" ,
Containing 29, 477 square feet or 0 , 677 acres more or less .
Doer 1537827
BkU 2146 P94 25
DESCRIPTION: PARCEL ''D''
A parcel of land lying in and being a part of. Government- Lot No .
7 , Section 21 , Township 67 South, Range 26 East, Rockland Key,
Monroe County, Florida (also to be known as Tract 20 of the
future nap or plat entitled "Rockland Key Commerce Center" at
the time of recordaLion) and said parcel being more particularly
described as follows :
Commencing au the Sounhweso corner of the map or plat
enEirled -Rockland Village" as recorded in filar Book
4 , page 133 , of the Public Records of Monroe County,
Florida; thence North, along the Westerly limits of
the said -Rockland Village" , a distance of 29 . 30 feet
to a point ; thence West , leaving the said Westerly
limits, a distance of 1840 . 50 feet to the Northwest
corner of lands described in (official Records Book
373 , Page (s) 112 and 113 of the said Public Records of
Monroe County, Florida; thence continuing West, a
distance of 932 . 99 feet to a point ; thence North, a
distance of 502 . 67 feet to a pointi thence East, a
distance of 110 . 00 feet to a point ; thence North, a
distance of 104 . 12 feet to a point hereinafter to be,
known as the -Point of Beginning" ; thence continuing
North, a distance of 104 . 12 feet to a point ; thence,
West, a distance of 26a . 11 feet to a point ; thence
South, a distance of 104 . 12 feet to a point; thence
East , a distance of 283 . 11 feet back Cc the "Point of
Beginning- .
Containing 29, 477 square feet or 0 , 677 acres more or less.
F:\JK\KEMP\POCKIANDL\Sale to Monroe CountyLLEGAL DFSCRIPTIONAOC
DocU 1537827 MOM OE CONTY
Sko 2AG Pgo 26 OFfICIAL RECORDS