Item V6
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 15, 2003 Division: County Administrator
Bulk Item: Yes - No -L Department: County Administrator
AGENDA ITEM WORDING: Approval of a contract amendment for the purchase of the
Quay property.
ITEM BACKGROUND: The due diligence period in the County's existing contract to
purchase the Quay property will expire on November 15, 2003. The Sellers request an
extension to the due diligence period to allow time for the conclusion of the Administrative
Hearing case of Parker v. Monroe County Planning Commission concerning the transfer of
commercial floor area allocations from the property. Oral arguments in the case are
scheduled for November 17, 2003 and a decision is expected by the end of the year.
PREVIOUS RELEVANT BOCC ACTION: On November 20, 2002 the Board approved the
original contract to purchase the Quay property for $1,800,000. On May 12, 2003 the Board
approved the first amendment extending the due diligence by 180 days to November 15,
2003.
CONTRACT I AGREEMENT CHANGES: The proposed contract amendment would extend
the due diligence period for both Buyer and Seller by an additional 180 days (from November
16, 2003 to May 13, 2004). During this period both Buyer and Seller would have the right to
terminate the contract for any reason.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $1.800,000 plus closing costs BUDGETED: Yes lNo -
COST TO COUNTY: $1.800,000 plus closing costs
REVENUE PRODUCING: Yes No AMOUNT PER MONTH YR
APPROVED BY: County Atty -L OMS/Purchasing -L Risk Management _X_
DIVISION DIRECTOR APPROVAL: ~::~
James L. Roberts, County Administrator
DOCUMENTATION: Included X To Follow Not Required
DISPOSITION: AGENDA ITEM # ----V~
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: E..';h~~e CJ ~ _ Contract #
&01 0 'RoV1110
Effective Date:
Expiration Date:
Contract Purpose/Descririon: , flu- OU4l1 IP/ ",pel' ~
\1<'1 ,( C .t:, ->-t.- 0
, , , I
Contract Manager: M. KDsr-k Si 16D LtA-~ Al4 dov,h"
(Name) (Ext. ) (Department/Stop #&
for BOCC meeting on I D 1 ) s I v'~ Agenda Deadline: lD]I/D~
CONTRACT COSTS
0. .-{} ,- _
Total Dollar Value of Contract: $ \ If) 2 6 ) bu5. ':> Current Year Portion: $ 'jl()2- 3 I b P, .) .. ::> 0
Budgeted? YesD NoD Account Codes: - - - -
--
Grant:$ - - - -
----
County Match: $ - - - -
----
- - - -
---
ADDITIONAL COSTS
Estimated Ongoing Costs: $ _/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed
Division Director 18 -3-0.J YesO No J-.>-:J-~
Risk Management tdi/.Q. 3 YesO Noff
O.M.B./Purchasing YeSONoQ/;2{Q&L 06;LLkLU
County Attorney Io.--Z-~J YesDN;Er ~/![&P-
Comments:
OMS Form Revised 2/27/01 Mep #2
BOCC PURCHASE CONTRACTS
10/15/03
Purchase Envr. Audit, Survey Title Attorney Recording Acquisition
Property Price or Clean-up Insurance Fee Fee Total
Quay Restaurant
RE#00543060-000000 $1,800,000.00 $7,500.00 $7,175.00 $9,000.00 $10.50 $1,823,685.50
(Boulis Estate)
1 of 1
SECOND AMENDMENT TO
AGREEMENT FOR THE PURCHASE OF LANDS
This Second Amendment to Agreement for the Purchase of Land (the "Second Amendment")
is made and entered into as of the _ day of October, 2003 (the "Effective Date"), by and
between the Estate of Konstantinos Boulis aIkIa Gus Boulis (hereinafter referred to as the ASeller@)
and Monroe County (hereinafter referred to as the "County"), acting by and through the
Chairman/Mayor of the Monroe County Board of the County Commissioners.
WITNESSETH:
WHEREAS, the County and Seller entered into that Agreement for the Purchase of Lands
(the "Agreement"), dated November 20, 2002; and
WHEREAS, the Seller and the County have continually and actively undertaken their
respective analysis, investigations and Due Diligence as provided pursuant to the terms of the
Agreement; and
WHEREAS, the County and the Seller entered into that Amendment for Agreement for the
Purchase of Lands (the "Amendment") as of the 12th day of May, 2003; and
WHEREAS, even after continually and ~ctively undertaking and pursuing its research and
investigation, Seller has determined that an additional one hundred eighty (180) days is required; and
WHEREAS, Seller and County agree that the time for the Seller and/or the (the County to
terminate the Agreement shall be extended for an additional term of one hundred eighty (180) days
from November 15, 2003 on terms and conditions as hereinafter set forth.
NOW THEREFOR, in consideration of mutual promises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the County and Seller
agree as follows:
1. The foregoing Recitals are true and correct and are hereby incorporated into this
Amendment.
2. Section 15 ofthe Agreement, as modified by the Amendment, is further modified to
provide that the time for the County to undertake Due Diligence and terminate the
Agreement, shall be extended for an equal number of days as provided to Seller in
the following paragraph.
3. Paragraph 16 of the Agreement, as modified by the Amendment, is further modified
to provide that the Seller's right to terminate the Agreement shall be extended for an
additional one hundred eighty (180) days from November 15,2003.
4. Paragraph 17 of the Agreement is confirmed so that if neither the County nor the
Seller have exercised their rights to terminate the Agreement as extended by t4is
Second Amendment, the Closing will occur within fifteen (15) business days after
the expiration of the County's and the Seller'.s rights to terminate this Agreement, as
extended by this Second Amendment.
5. Except as modified herein, all other terms and conditions of the Agreement continue
in full force and effect and are ratified in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as oaf the day and year first above written.
EST A TE OF KONST ANTINOS BOULIS, a/k/a Gus Boulis
By:
Chris A. Economou as a and on behalf of
the Personal Representatives
Monroe County Board of County Commissioners, acting by and through its Chairman/Mayor has
executed this Amendment on behalf of Monroe County as of the _ day of October 2003.
MONROE COUNTY CHAIRMAN/MAYOR
Monroe County Board of County Commissioners
Approved as legal sufficient as to its legal
sufficiency
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By: Name: /c.- '2 c
Deputy Clerk Title: County Attorney
G:\W-REG\04593\OOI C'AMENDMENT TO AGT V2.DOC
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AMENDMENT TO AGREEMENT FOR THE PURCHASE OF LANDS
This Amendment to Agreement for the Purchase of Lands (the "Amendment") is
made and entered into as of the 12th day of May 2003 (the "Effective Date"), by and
between the Estate of Konstantinos Boulis aIkIa Gus Boulis (hereinafterreferred to as the
"Seller"), and Monroe County (hereinafter referred to as the "County"), acting by and
through the ChainnanlMayor of the Monroe County Board of the County
Commissioners.
WITNESSETH:
WHEREAS, the County and Seller entered into that Agreement for the Purchase
of Lands (the "Agreement"), dated November 20, 2002; and
WHEREAS, the Seller and the County have continually and actively undertaken
their respective analysis, investigations and Due Diligence as provided pursuant to the
tenns of the Agreement; and
WHEREAS, even after actively undertaking and pursuing its research and
investigation, Seller has detennined that an additional one-hundred eighty (180) days is
required; and
WHEREAS, Seller and County agree that the time for the Seller and/or the
County to terminate the Agreement shall be extended for an additional tenn of one-
hundred eighty (180) days from May 19,2003 on terms and conditions as hereinafter set
forth.
NOW THEREFOR, in consideration of mutual promises and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
County and Seller agree as follows:
1. The foregoing Recitals are true and correct and are hereby incorporated
into this Amendment.
2. Section 15 of the Agreement is modified to provide that the time for the
County to undertake Due Diligence and tenninate the Agreement, shall be
extended for an equal number of days as provided to Seller in the
following paragraph.
3. Paragraph 16 of the Agreement is modified to provide that the Seller's
right to tenninate the Agreement shall be extended for an additional one
hundred eighty (180) days from May 19, 2003.
4. Paragraph 17 of the Agreement is confinned so that if neither the County
nor the Seller have exercised their rights to tern1inate the Agreement, as
extended by this amendment, the Closing will occur within fifteen (15)
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business days after the expiration of the County's and the Seller's rights to
terminate this Agreement, as extended by this Amendment.
S. Except as modified herein, all other terms and conditions of the
Agreement continue in full force and effect and are ratified in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
:~NT:OS BOULlS, alkJa Gus Boulis
Chris A. Economou as a and on behalf of
the Personal Representatives
Monroe County Board of County Commissioners, acting by and through its
Chairman/Mayor has executed this Amendment on behalf of Monroe County as of the
12th day of May 2003. ~.. r......_~
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I\:~('f;t~~~ 8;/",;'/,1. ;} Approved as legal suffiCIent as to Its legal
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AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT FOR THE PURCHASE OF LANDS (the "Agreement") is made and entered into
as of the 20th day of November, 2002 (the "Effective Date"), by and between
Estate of Konstantinos Boulis a/kla Gus Boulis
(hereinafter referred to as either the "Seller" or the "Estate"), for themselves, their heirs, executors,
administrators, successors assigns, and MONROE COUNTY (hereinafter, "County") acting by and
through the Chairman/Mayor of the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
WITNESSETH:
1. In consideration of Ten Dollars ($10.00) in hand, paid by the COUNTY, the receipt of which is
hereby acknowledged, the Seller agrees to sell to the COUNTY certain lands upon the terms and
conditions hereinafter set forth, and for the price of $1,800,000.00 (the "Purchase Price") for all of
the lands and, except for up to eighteen hundred (1800) square feet of development rights which
shall be retained by Seller, all 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 Attachment A
RE# 543060-000000 (the "Property")
2. The Seller agrees that upon satisfaction of the requirements set forth in this Agreement, Seller
has the full right, power and authority to convey, and that it 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 the following easements or reservations:
Existing easements of public record for canals, ditches, flumes, pipelines, railroads, public
highways and roads, telephone, telegraph, power transmission lines and public utilities, subject to
State Law under Chapter 76-190 and Chapter 22F-8.02, of the Florida Administrative Code for
Land Planning for the Florida Keys Area of Critical State Concern, filed in O.R. Book 668, Page
43; subject to House Bill No. 634, Chapter 70-231, an Act relating to the Bureau of beaches,
shores and coastal construction; amending Chapter 161, Florida Statutes, by adding Section
161.052; providing a setback line for coastal construction and excavation; providing for the
granting of variances by the Department of Natural Resources; providing penalties; and providing
an effective date; subject to those conditions, limitations and easements as shown on that certain
Plat filed in Plat Book 2, Page 97; subject to Oil, Gas and other Mineral Rights whether metallic or
non-metalic in and under Tracts 9 and 10, 2nd Amendment and Revised Plat of Lee Shores filed
,
in Plat Book 2, Page 97, as recorded in OR. Book G-14, Page 5, G-14, Page 70 and G-14, Page
195; and subject to Quit Claim Deed from the State of Florida Board of Trustees of the Internal
Improvement Trust Fund to Marcia E. Amadio Wynn, her heirs filed 10/30/78 in O.R. Book 774,
Page 368.
The COUNTY, at the COUNTY'S expense, within the time allowed to deliver evidence of title and
to examine same, may have the 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
coverwnts, or applicable governmental regulations, the same shall constitute a title defect.
1
Seller shall convey a marketable tllle subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein Marketable tille shall be determined according to
applicable title standards adopted by authority of the Florida Bar and In accordance with law. The
COUNTY shall have one hundred twenty (120) days from the effecllve date of this Agreement to
examine title.
3. The Seller further agrees that during the period covered by this Instrument, officers and
accredited agents of the COUNTY shall have within normal business hours not to unreasonably
interfere with any business operations on the property and upon 24 hour notice the unrestricted
right and privilege to enter upon said lands for all proper and lawful purposes, including
examination of said lands and the resources upon them. Upon Closing, the Seller hereby waives
Seller's rights to any and all claims against the COUNTY associated with, or arising from
ownership of, the Property and this waiver shall survive closing. County agrees to indemnify
Seller and hold Seller harmless against all claims, demands and liability, including attorney's fees
for non-payment for services rendered to County, for construction liens or for damages to persons
or property arising out of County's investigation of the Property. Notwithstanding anything to the
contrary set forth in this Agreement, the indemnification and agreement to hold harmless set forth
in this section shall survive the closing or the earlier termination of this Agreement.
4. Subject to the conditions set forth in this Agreement being fully satisfied, the Seller will execute
and deliver upon demand of the proper officials and agents of the COUNTY a good and sufficient
Personal Representative's deed conveying to the COUNTY marketable title to the Property.
5. In consideration whereof, the COUNTY agrees that it will purchase all of said lands and other
interests at the price of $1,800,000.00. The COUNTY further agrees that, after the preparation
and execution, and the delivery of the deed t9 the COUNTY in escrow, it will cause to be paid to
the Seller the Purchase Price by a check drawn on the account of the COUNTY. The Seller will
execute a No Lien, Gap and Firpta Affidavit to enable the title company to insure the "Gap.
between the Effective Date of the title commitment and the effective date of the title policy. The
County shall not have the right to object to title or to terminate this Agreement by reason of any
exception which is caused by the County or by any party claiming by, through or under the
County, however, this provision does not limit the COUNTY's right to terminate the Agreement as
hereinafter set forth in Paragraph 15. The COUNTY shall pay the following expenses associated
with the conveyance of the property: deed recording fees, settlement fees, abstract fees, title
examination fees, the Buyer's attorney's fees, survey, environmental site assessment, and title
insurance. The Seller shall pay the expenses of documentary stamps to be affixed to the deed
and Seller's attorney's fees. Full possession of the premises shall pass to the COUNTY as of the
date payment is made to the Seller subject only to the reservations stated in Paragraphs 1 and 2
above.
6. It is mutually agreed that an abstract, title insurance policy or other evidence of title to the
property herein contracted to be sold, satisfactory to the legal counsel of the COUNTY will be
obtained by the COUNTY at its expense. The Seller expressly agrees herein to furnish to the
COUNTY any documents in Seller's possession establishing evidence of title including, but not
limited to, abstracts, title commitments, title policies and opinions of title.
7. Seller shall be responsible for the payment of all accrued add valorem taxes to the date of
Closing.
8. Il is mutually understood and agreed that notice of acceptance of ttlis Agreement shall be given to
the Seller by mail addressed to the Seller at the following address
'J
L
Chris A. Economou with a copy to: Robert E. Gallagher, Jr., Esquire
On behalf of and as Co-Curator Stearns Weaver, PA
645 E. Oania Beach Blvd. Museum Tower, Suite 220
Oania Beach, FL 33004 150 West Flagler Street
Phone: (954) 922-6700 Miami, FL 33130
Fax: (954) 922-7181 Phone: (305) 789-3200
Fax: (305) 789-3395
and shall be effective upon date of receipt or refusal of delivery and shall be binding upon all of
the Seller without sending a separate notice to each representative, except as such obligation
may be affected by the provisions of Paragraph 5 hereof.
9. The Property shall be delivered at closing free of any tenant or occupancy whatsoever.
10. The effective date of this Agreement shall be November 20, 2002.
11. The COUNTY shall have one hundred twenty (120) days from the effective date of this
Agreement in which to conduct an environmental site assessment to determine the existence and
extent, if any, of any hazardous materials on the property. The Property will be sold and
purchased in "as is" condition without representation or warranty of any kind from the Seller. The
County agrees to specifically release the Seller from any and all claims related to hazardous
materials and all physical conditions of the property an.d County will execute any hazardous
materials release at Closing to confirm the prOVisions of this paragraph. If the Seller exercises its
right to extend its Due Diligence Period as hereinafter set forth in Paragraph 15, the COUNTY's
rights to undertake Due Diligence and terminate the Agreement set forth herein, shall be
extended for an equal number of days.
12. The COUNTY acknowledges and agrees the property is being conveyed as a sale of certain
assets that are part of the Estate of Konstantinos Boulis as identified in that certain probate
division case #2001-882 in the Circuit Court for Broward County, Florida (the "Case") and the
Seller's obligations under the Agreement are subject to the Seller's receipt of a final Order
entered by the Court authorizing the transaction and sale as contemplated by the Agreement,
after the running of all appeal periods (the "Order") authorizing the transaction and sale
contemplated herein. The Seller's obligations under the Agreement are further subject to the
Seller obtaining from the State of Florida and the Internal Revenue Service, certificates releasing
and discharging the Florida and Federal Estate Tax Liens on the property and that for any reason,
the Seller fails or is unable to obtain the Order and the release and discharge of the Florida and
Federal Estate Tax Liens on the property prior to the closing date, Seller shall be entitled to
terminate the Agreement in which case both parties shall be relieved of all rights and obligations
thereunder. Any obligations or liability whatsoever of Seller which may arise at any time under the
Contract or any obligation or liability which may be incurred by Seller pursuant to any other
instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon,
nor shall resort for the enforcement thereof be had to the property of the curators, personal
representatives, shareholders, officers, directors, employees, or agents of Seller, regardless of
whether such obligation of liability is in the nature of tort contract or otherwise. The parties to the
Contract agree to look solely to the Property for the satisfaction of any obligation or liability of
Seller, if any.
13. County acknowledges that except as expressly set forth herein, Seller has not made any
warranties or representations concerning the Property or any component thereof, including,
without limitation, the operation of or the costs or results of the operation thereof, the condition of
the Improvements, the existence, location, quality or condition of any personal property; the
3
concurrency status of tile Property, fhe zoning or other land use restnctlons affecting the
Property; the enforceability of any conlract or other agreement or right assigned hereunder. Ihe
compliance of the Property or any p<Jrt thereof with any Governmental ReqUirement; the U5P or
existence or prior use or eXistence of Hazardous Matenal on the Property; or the accuracy or
completeness of any statement or other matter previously disclosed to County County
represents that it is purchasing the Property in its present condition and subject to the Leases, the
County having made (or having the opportunity to make during or prior to the Investigation Penod)
its own inspection and examination of the Property and all components thereof. SELLER HAS
NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH
REGARD TO COMPLIANCE WITH ANY GOVERNMENTAL REOUIREMENT, INCLUDING, BUT
NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING,
STORING OR DISPOSING OF ANY HAZARDOUS MATERIAL. COUNTY WAIVES AND
RELEASES SELLER FROM ANY PRESENT OR FUTURE CLAIMS ARISING FROM OR
RELATING TO THE PRESENCE OR ALLEGED PRESENCE OF HAZARDOUS MATERIAL IN,
ON, UNDER OR ABOUT THE LAND OR THE PROPERTY, INCLUDING ANY CLAIMS UNDER
OR ON ACCOUNT OF (i) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AS THE SAME MAY HAVE BEEN OR MAY BE
AMENDED FROM TIME TO TIME ("CERCLA"), AND SIMILAR STATE STATUTES, AND ANY
REGULATIONS PROMULGATED THEREUNDER, OR (ii) ANY OTHER GOVERNMENTAL
REQUIREMENT NOW OR HEREAFTER IN EFFECT THAT DEALS WITH OR OTHERWISE IN
ANY MANNER RELATES TO, ENVIRONMENTAL MATTERS OF ANY KIND, OR (iii) THE
CONTRACT OR THE COMMON LAW
EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE CONTRACT OR IN THE CLOSING
DOCUMENTS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
TRUTH, ACCURACY OR COMPLETENES9 OF ANY PROPERTY RECORDS, MATERIALS,
DATA OR OTHER INFORMATION SUPPLIED TO COUNTY IN CONNECTION WITH
COUNTY'S INSPECTION OF THE PROPERTY (E.G., THAT SUCH MATERIALS ARE
COMPLETE, ACCURATE OR THE FINAL VERSION THEREOF, OR THAT ALL SUCH
MATERIALS ARE IN SELLER'S POSSESSION). IT IS THE PARTIES' EXPRESS
UNDERSTANDING AND AGREEMENT THAT SUCH MATERIALS ARE PROVIDED ONLY FOR
COUNTY'S CONVENIENCE IN MAKING ITS OWN EXAMINATION AND DETERMINATION
PRIOR TO THE EXPIRA TJON OF THE INVESTIGATION PERIOD AS TO WHETHER IT
WISHES TO PURCHASE THE PROPERTY AND, IN DOING SO, COUNTY SHALL RELY
EXCLUSIVEL Y ON ITS OWN INDEPENDENT INVESTIGATION AND EVALUATION OF EVERY
ASPECT OF THE PROPERTY AND NOT ON ANY MATERIALS SUPPLIED BY SELLER,
EXCEPT AS SPECIFICALLY PROVIDED FOR IN THE CONTRACT OR IN THE CLOSING
DOCUMENTS. COUNTY EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH
MA TERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS INSPECTION AND
AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR
VERIFIED INFORMATION.
EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THERE ARE NO EXPRESSED OR
IMPLIED WARRANTIES GIVEN TO COUNTY IN CONNECTION WITH THE SALE OF THE
PROPERTY. SELLER DOES HEREBY DISCLAIM ANY AND ALL WARRANTIES OF
MERCHANTABILITY, HABITABILITY AND FITNESS THAT MAY BE DUE FROM SELLER TO
COUNTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THIS
SECTION SHALL SURVIVE THE CLOSING
14. The Seller has agreed pursuant to a separate written agreement, to pay a brokerage commiSSion
to Trammell Crow Really Services and M,Jrr Properties upon Seller receiving the Purchase Price
.1
The County and the Seller represents and warrants to each other that there IS no other broker
involved in thIs transaction.
15. The COUNTY, at its sole option, shall have the nght to terminate this Agreement at any time for
any reason during the periods identified in Paragraphs 2 and 11 by providing written notice to the
Seller In the event the COUNTY terminates this Agreement, both parties shall be relieved of all
rights and obligations thereunder. If the Seller exercises its right to extend its Due Diligence
Period as hereinafter set forth in Paragraph 16, the COUNTY's rights to undertake Due Diligence
and terminate the Agreement set forth herein, shall be extended for an equal number of days.
Should the County elect to terminate, the County shall provide Seller with copies of all inspection
reports and analyses obtained by the County. If County does not terminate this Agreement within
the periods provided within this Agreement, then County shall be deemed to have waived its right
to terminate this Agreement, that the County is relying solely upon its own investigation in making
the decision to purchase the Property and the parties shall proceed to close in compliance with
the conditions and requirements of this Agreement.
-
16. Estate shall have the right to undertake such research or investigations it deems necessary and
appropriate to satisfy itself that sale of the Property is in the best interest of the Estate. For 120
days following the Effective Date of this Agreement, subject further to the extension rights of
Seller set forth herein, Seller, at its sole option, shall have the right to terminate this Agreement, if
in Seller's sole and absolute discretion, Seller has determined that the sale of the Property is not
in the best interest of the Estate. If on or prior to the expiration of the one hundred twenty (120)
day period set forth herein, Seller has not been able to determine whether or not the sale of the
Property is in the best interest of the Estate, at Seller's option, Seller's right to terminate the
Agreement shall be extended for an additional sixty (60) day period. If Seller exercises its right to
terminate this Agreement as set forth herein, ,thereafter, neither party shall have any further rights
or obligations hereunder.
17. Provided neither the COUNTY nor the Estate have exercised their rights to terminate this
Agreement, Closing will occur within fifteen (15) business days after the expiration of the County's
and Estate's expiration of their rights to terminate this Agreement.
18. The Agreement may be executed in any number of counterparts, anyone and all of which shall
constitute the contract of the parties and each of which shall be deemed an original. The
execution of the Agreement and delivery thereof by facsimile shall be sufficient for all purposes,
and shall be binding upon the party who so executes.
19. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building 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.
20. Except as otherwise expressly set forth in the Agreement, all representations, warranties and
affidavits of Seller and obligations of Seller hereunder set forth in the Agreement shall not survive
the Closing, but shall merge into the Closing and the delivery of the Deed.
21. SELLER AND COUNTY HEREBY KNOWINGLY, IRREVOCABL Y, VOLUNT ARIL Y AND
INTENTIONALL Y WAIVE ANY RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,
PROCEEDING OR COUNTERCLAIM BASED ON THE CONTRACT OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THE CONTRACT OR ANY DOCUMENT OR
INSTRUMENT EXECUTED IN CONNECTION WITH THE CONTRACT, OR ANY COURSE OF
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CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTION OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
SELLER AND COUNTY ENTERING INTO THE SUBJECT TRANSACTION.
22. The Agreement shall be interpreted in accordance with the internal laws of the State of Florida
both substantive and remedial regardless of the domicile of any party.
23. If the County wishes to proceed with this transaction, this offer shall be open and the County shall
have until November 27, 2002 to sign and return this Agreement to the Seller.
Signatures on following page
6
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Estate of Konstantinos Soulis alklal Gus Soulis
, Economou
and as a Co-Curator
The MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, acting by and through its
CHAIRMAN/MAYOR, has executed this Agreement on behalf of MONROE COUNTY, as of the 2200
- day of November, 2002.
MONROE COUNTY
ft
,
Chairman/Mayor
Monroe County Board of County Commissioners
~ At' ItJ~1 S~f'i(#~y.
BROKERS: ~
CAWy /my
TRAMMELL CROW REAL TY SERVICES
By:
Peter J. Fifomena
MARR PROPERTIES
By:
Joy C. Martin
,,1.wrACIIMENT A
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~" LEGAL ()E:sCRIPnON: . :"[',:F:';;~'
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::.... A pdrc~1 .of land lying. wIthIn th6 Rlght-(J(-Woy of Aorlda. S{Qt~ Road,. No. 5 In 'J ., '. :.';~;;:~\,;
~:'" S~ction 22; ;To'wnshlp .67 So.~th, .~~ng~. J~ Cas,i, Mo.nro<:' 'COUfI.ty, F1..orida 03 shown J' . ~'C)\Yx~
,~I _ on fhtt Rodda. ~parlmen.t .01 TtriMporlatlon Right-of-Way map for $tato Road No./:: .!:.:;.~rJ{'.
;~. S .and Jab<1lq(;f Siktion 9p060:-:.2516, sha~t no. 24. of J -I . sh~dts an'd' bding mor" . '. -~. ,/~:,;
. '. ,:, partlculdrly -d,,:scdbttd as (o/lOYf3:' -' ;' .;:~::',' ".
i~:'.<'+..:'.' '~8(J(}in :'~t. iJ~<1':.N~rlh~$t cpm~r: o( Troc(, to. "$econd Amended .O(f<r Rev;ie</ Plot of. .'" .<,~,...:;;r:~:~.;~~~::'
F : {:.. . L66 Shores'. accord;nq 10.. (M PlaLth<reiif,a(. (o<orp6d In' .Plolf!liiJk, ;2, al Pogo' "5i7.:' ",;.; \,." . ~ 1;'
':. .'. ,/.' .of /htt. Pub/tc R~cord$ of J.(onro~ .Cotln(y, :Flon'cJo $0/0 point ;dlso'.Jy!f19 on .t/l~ .HorlJi".-;...:."Y:.\J(;..':/~';::
i: ", ":~;;:: < . '!t'~sltirly . Ri9hl-':o(~W(' ..!in~ . 01. ~(ptc" FJ~ad. N~~.. ~. . fJ(!d (/1~ ::#MCli~ ::p'~pertr'din~ ..'pdtif.~~fi*~\~'i~E-r;~:~.
~f:':' :~.~:':: :>Tracts. ..} 0 . 'Cii<i.' r 1. ~ s.a(d. Plat,: 9r :..S.e~ofld "N!)~nflcf:! :l!n#../R~(;;s.~.d<"e~dt. .. ~ ::L.e~ '.~SJiol~;~~~~;;~~~if~(~lt?~' .
~:..~" ~':,: .:: '.;..~ (hf1f1CO S. Jr7~~:J4" W c1o."g. !~." .;St;2.u~l:1~as~!rfy, :Pr:r."rty.:'~n~~: :;9n/rtq(;~s.: :9,'1 Q:. 'a.tHt:.Jlie~:'~~W:~i~vtft:.
~;,~. :':;:,:.\.' Nort.n ,.ha./f. pf. Trqct 8:. of :.Ih~ .:'~ald..: Pla~ . ~(. ~.<<~(I. .&r!.~n~~(r ~ij!1:;!R.~Y;~'~.. eliil.:.:."hL-cf~::~ff/S~t;f0\;.r:.':. ".
k.~; '::.:\::::.';:.> Shor~s." '.<Hid. also' b.df')g th~,: H9rl~w~S.t~rlY,' '.~I(}ht:-:~.,?f,:'..v{Pi!.:{fne': .~{. :Slqtl:~Ro;'dYNfj:' ;;5i~!qr.~~,ft1[ifr;~~1.r
h (;~. >."_ '.::: J 1-1.9Q '. (t1d,' ..tJ:l~nc~ . ~ :.:t!9.~~!J 'l.t "'. E:..f!'on~"..'a' ({f'/.~' ..:b~/ng..~ (.n.';" .: Ea$t.6fiY;/~Jd~il;jofi::.(j(dH~'~i:';::i'igk}~'k~~",
v..;/.~,..:::.'}'::':.' South fine 'of. .tI,Je.. Norih. h,a/l ''Of. rract .:8. :of .l~'~.; ~dld fl?l ,'.pI '~$tiCo.n(Fknen'dc(l }fna:J/~.~t.~t,'&p~:.~~t:
;f.::~,'::' ';:~:';.:""Rcvjscd.J~~/~(.:of;.Lcc.. ~S:I)()rtJs .lor 6~.9~ .f4C(' th~f'!Fc ..N ~~122~y(>f;kfo.n9 .a::;Ifi1~::'.".-,: "\'i/:';;~~;~<'~;~~':
\4'\ '.: ':.::.~~.'.. i.' loca(~~: paratld ,'.to. ond. SO /ed ::.So.(/(h~o~tcifY.:...o( !hc ',:sald. ..:N.9f!.h,tf~~,tt:rlY." R/g1]l....;o.f~W(ijl,:.i;~'t~;.t;:./~f-.t.,..:.
~i~:\~~{:.~;i,:..Fne ..0(:5(4t<: :~of!.c!.~~o.'''S 'lo(:'Jl1.7~O.J,~c~: ~h~~f~, NJ)Q.'~~'{I:.)r,;.glij~g ;.~..pdd. /@!Jig::;:{6.~'TJ1i.:>;~:;~f.
~';{ ::-.ih,\", '.tl)<1 Eas.tct.:c~ti:ns{on.',o.f. ~h~. b~.tJ/~4.ory. lit)c,.. bc.lwccn . rraq!s -';., 0 '~'dtj(J:;I'; ;:!or:r-c2:.90 .;f~~f .,::;;.:. ,,',:O:;,d0;..
t~~~:~?!.t'J:,).1!liJ.""#i~~:fo..r:ili.~f:~(i.flXfJ.?WJ.~~ . . '. .;', ~:::?'~:" '.': ': :'::': ..::.~.: ". :'.: ''-:..''''.'~'' <>'.,..;-:..\....:;.'....; :::':' :/;X:: .:.:.t:~3~l~~t;fl~;~~S+,~~C
t-.:;.,-:'I:.,.f'!~.':Contdlfl{"g.::.tS,7.4.S....$ql)C1Cel4ct..;. ". :'.:." " . '.: . <....... .. . .......f......>\l..:..i;,,-...:<,.~
(f[1{Z~1~.:-,tr'y .. ..<:.... <.;.:~..::.:::...:-.... .... '....: . ,'. '.. ':', ". . .'. ..... .~:>:..:.~~;.~I~:~;.'::~}~~~;;..
AND
:"~.,,: - . - ...:.... '.~' .-:-e.. :...:~:..';~::.:..:.
:.:').::-111C North one-half o.fLo.t 6 and <111 o! 'frnct 9 an?lOj.~ECON.P}~~h"DED AND'..'_~:.t<;.:
<:'~' 'REVlSi~p PLA'!'. OF I.I~E S'JIORF.S, EJCC{)J:"dJnp, to the I'lp.t;. thereoLt~corded 10 Plat <,>,...: .'
~..... nook.2', l'a~e. en. ot the l'ubJ,1c kccords .of ~()nI"o(! ,C?lJntYt' ~Jor1d.~,;.: ::.....
;1;> ... . AND .. '., ...;1fit.y;x.
:;': . A l'arccl.of filled Sor~rcign~y land 1~ TiJ.r~on .8~.~:!~.. a~.~~~in~' ~~.~t1~..n ?'2.,..:~:":::'\;'~;.~;~~...:
.if" 'fowllGt{ip. 61 South I. ~~n~c .)9'f.l\Gt I Key J.nrr.<> I Mooroc: County"...~~C?t'.~da, ~e1~~..:....:....:.::.'<'~:\
:;." 'lnore 'p.ay:~fcui~rly. des~i~bcd.a& follo\ls; C.O:-c1f.}\<?~ .At .tl.\(~~ort~~.4;6~ COt;~~~ <'~r. ;.~I-::. '.'-:
';:T;''rract .10,I...I::~ S((OIU~S~:..~c~oTdin& t~ r~l1t rccord<.:.d ~n Plat 8CJ;o~ 2,,: r~.ge 1)7" """':';':
~". 'PubU,cRccords of Mon~oc County I Flodda I .t..hc(\c~ Nor~h.89 dc&r:ees 5 7 .1l1!.nutc~ . ':~':'
;':;3() 9cconds:.West 695 f~d nloi\c:th~ Horth-l1nc o(sli1d Tra'ct' ~O'~.o '~hc.,.,:-' '.;:-:::.,
orieilHll m~lll\ high IJater line of larpol\ Bas!n ,1nd the Pointo{ cB.~ginningj I
thence South 83 cicgrc.'cs Yclit 170 feet j thence South 25 feet j th:encc East 130
[eet., more or less' lo the original mC<1.l\ hlgh U:ltcr line; thence }\o.rthcBscc,r1r.
50 Cc.etulonr. sold or1&111<11 mean h1r.h ....ater line to the l'ohlt of Beginning,
( GOl\t111rd.nr. 0: III IlCrCSf morc or lc:;s.
/.0 . d .. III . U ~4 ,'U: 1 1 ,
, II, 'It '~1 ' 181(~- (;C,' (_;r.l1f <I 1
MI<-I(JHlnU Ut4111 . I' W