Item F4 BOARD OF COUNTY COMIVIISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 1/31/2014 Division: County Administration
Bulk Item: Yes X No _ Staff Contact: Natileene Cassel/292-3470
AGENDA ITEM WORDING: Approval of instrument entitled"Assignment and Assumption of
Temporary Non-Exclusive Storage License Agreement" and authorization for Mayer to execute.This
document is the second of three instruments necessary to complete the closing for the purchase of
Rowell's property set for the afternoon of January 31, 2014.
ITEM BACKGROUND: As part of the purchase of the Rowell's property the County wishes to take
over the existing license between the Seller and Conch Tree & Landscape Professionals, Inc. This
company presently stores equipment on the property and is responsible for mowing the property. The
license fee is $1000.00 per month and is terminable by either party upon 60 days notice.
PREVIOUS RELEVANT BOCC ACTION: On April 17, 2013, the BOCC authorized the County
Administrator to obtain two appraisals of Tracts 1 and 2, Highland Shores Subdivision and adjoining
Parcels "A" and"B" (formerly Rowell's Marina) to determine the feasibility and value of the property.
At the October 2013, BOCC meeting, the BOCC approved a Sale and Purchase agreement, which
passed the BOCC with the stipulation that the Sale and Purchase include a business plan. On
November 20, 2013 the BOCC gave final approval for the purchase, closing date set for January 31,
2014.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS: Approval
TOTAL COST: N/A INDIRECT COST: N/A BUDGETED: Yes X No
COST TO COUNTY: N/A SOURCE OF FUNDS:
REVENUE PRODUCING: Yes X No AMOUNT PER YEAR: _$12,000.00
Plus sales tax
APPROVED BY: County Atty OMB/Purchasing Risk Management N/A
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM#
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Conch Tree & Landscape Contract#
Effective Date: Jan31, 2012
Expiration Date:
Contract Purpose/Description:
This licdense is assigned to the County as part of the Rowell's property closing
Contract Manager: County 1
Administrator
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 1-31-2014 Agenda Deadline: 1-17-14
CONTRACT COSTS
Total Dollar Value of Contract: $ 12,000 Current Year Portion: $ 12,000
income
Budgeted? Yes❑ No ® Account Codes: - - -
Grant: $ - - - -
County Match: $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e . maintenance,utilities, janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes❑ No❑
Risk Management Yes[:] No[:]
O.M.B./Purchasing Yes[:] No❑
County Attorney /"` " ® Yes❑ Nog] �•� �Comments:
OMB OMB Form Revised 2/27/01 MCP#2
I R,S:rmu
Dv,nlw 19,
' .,SiyrtnPnl:oflic.rnxragr[s. . acV:sta-M11on:ocC'ou=<)(S,ytgy,JZ, ee V2 t^-,an}
ASSIGNMENT AND ASSUMPTION OF
TEMPORARY NON-EXCLUSIVE STORAGE LICENSE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF TEMPORARY NON-EXCLUSIVE
STORAGE LICENSE AGREEMENT is dated as of this day of,,___, 20 (this
"Assignment"), and is made and entered into by and between LARGO SUN VISTA
ACQUISITION CO., LLC, a Florida limited liability company ("Assignor"), and MONROE
COUNTY, FLORIDA, a political subdivision of the State of Florida("Assignee").
WITNESSETH:
WHEREAS,Assignor is the Licensor under the Temporary Non-Exclusive Storage License
Agreement dated April 23, 2012 (the "License Agreement") with Conch Tree & Landscape
Professionals, Inc. ("Licensee") with respect to the property depicted and described in the License
Agreement and which is the subject thereof(the"Licensee Premises"); and
WHEREAS,Assignor desires to assign and convey and Assignee desires to accept assignment
and conveyance of all of Assignor's right, title and interest in and to the License Agreement and the
obligations related to the License Agreement on the terms and subject to the conditions set forth
therein;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and for other good and
valuable consideration,the receipt and sufficiency of which are hereby acknowledged,and intending
to be legally bound hereby, the parties agree as follows:
1. Assignment. Assignor hereby conveys, assigns, transfers, sells, sets over to and
delivers to Assignee and its successors and assigns, all of its right, title and interest in and to the
License Agreement and Assignee hereby accepts all of the right,title and interest of Assignor in and
to the License Agreement.
2. Assumption. Assignee as of the date hereof hereby assumes the License Agreement
and all of the duties and obligations thereunder.
3. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the Assignor and Assignee hereto and their respective successors and assigns.
4. Governing Law. The Assignor and Assignee hereto agree that this Assignment and the
rights and obligations of the parties hereto shall be for all purposes governed by and construed and
enforced in accordance with the substantive law of the State of Florida without giving effect to the
principles of conflict or choice of laws provisions thereof.
5. Severability. If any term or provision of this Assignment or the application thereof to
any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Assignment or the application of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable shall not be affected thereby, and each term and
provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.
1
6. Headings. Section headings in this Assignment are included herein for convenience of
reference only and shall not constitute a part of this Assignment for any purpose.
7. Gender: Number. As used in this Assignment, the masculine, feminine or neuter
gender, and the singular or plural number, shall be deemed to be or include the other genders or
number, as the case may be, whenever the context so indicates or requires.
8. Entire Agreement; Amendments. This Assignment embodies the entire agreement
between the Assignor and Assignee hereto with respect to the subject matter hereof and supersedes
any and all prior or contemporaneous oral or written understandings,negotiations or communications
on behalf of such parties with respect to the subject matter hereof. This Assignment may be amended
only by an instrument in writing duly executed by each of such parties hereto and any such
amendment so duly executed in writing shall be binding on such parties hereto.
IN WITNESS WHEREOF, the patties thereunto duly authorized, have executed this
Assignment as of the date first set forth above.
"Assignor"
LARGO SUN VISTA ACQUISITION CO., LLC
By: SVMG KEYS ACQUISITION CO., LLC,
le4Papa ,
By:—
a k Ant
"Assignee"
MONROE COUNTY, FLORIDA, a political
subdivision of the State of Florida
By:
Its Mayor
By
MONROE COUNTY ATTORNEY Amy Heavilin, Clerk K_
A PROVED AST :
MONROE COUNTY ATTORNEY:
NATILEENE W. CASSEL APPROVED AS TO FORM
ASSISTANT COUNTY_AT TORNEY
Date 1-6k
Natileene W.Cassel,Assistant County Attorney
Date:
2
TEMPO RAR V NON-FXCL(IS IV Is'. S I QWkCii, H('11:NSE AG.R V V' ,(N`11'
rIII8 IVNIIJORARY NON-I,X( I (1,SIVI- SIORA01- I,KTN,-d` "VIRI 1%NIVNI
(this imide ohc(ivc as oI this ,73 day of Alml, 201 ,�, between I AROO
SUN VVSIA ACQUISHION CO , If (' (,-licensor") and CONCII 1101' &
LANDSCAI-T 11MUTSSIONALS. INC ("I
\A,IINI,SSI Ill.
WFIF Rf '\S, LICUIS01 V, IIICOVVlier uncertain propcttv lmatk:kI M 104 00 (Kcrwas
Highway. Key kargo, I"lorich, 310;7. known ii;� ROW1,11 L',14 MARINA 'itid legally
described in Exhibit "A" hereto (tile -Ilro()erty"), and
Nkr HERLAS Licensee desire,4 to Lisc a poition of the Property to ioml)orlirtly sure
its owned Idn+,uape cqirlpincylt LISC(I ill C0111leC11011 kith LlLCll%0C", landwaping business
(tile "Equipmew''), and
WHI�REAS, Licensm ii willing to► grant I [Cf-�NSFF, i temporary ken,.,t; to stote
r�
the Equipment on the area designated herein solely for the storage thereol" upon the
express itri-ris, conditions., restrictions and limitations set forth herein,
NOW, THEREFORE, for and in consideration of the 1`111.1tUal covenants herein
contained and for other -ood and valuable considerations, it is agreed as follows'
L Licensor hereby grants to Licensee the temporary, non-exclusive license to
store the Equipment on only that 250' by 175' portion of the Property and
?
in only the area marked in Exhibit "B" attached hereto and made part of
hereof (the "Storage Area"). Storage of the Equipment on the Storage
Area will commence on or after April 23 , 2012, and shall end by no
later than sixty (60) days after prior written notice by either party to the
other party terminating this Agreement (the "License Term"), Licensor
agrees to provide access to the Property and to the Storage Area for
Licensee to transport or cause the transport of the Equipment to the
Storage Area at the commencement of the License Term and to and from
the Storage Area during the License Term and from the Storage Area at
the Expiration Date. 4 Iv,:c,,o xt�ft 5:'—jo y,- c& -c 1,4 e vAc e—
Licensee agrees to be responsible for the security for the designated
Storage Area and the Equipment thereon. Additionally, Licensee agrees to
1A
clear the Storage Area of overgrown vegetation and to grade or other-wise
prepare the Storage Area at its own cost and expense in order to make the
Storage Area suitable for the storage of the Equipment. Prior to such
clearing and grading of the Storage Area, Licensee shall submit its plans
therefore to Licensor for its written approval. The Equipment must be
stored within the designated "Storage Area" only and the only activity
allowed Licensee within the Storage Area shall be the storage of the
tl Equipment.
In the clearing and grading of the Storage Area Licensee shall adhere to
the plans therefore approved by Licensor and shall obtain all permits
required by governmental agencies having jurisdiction thereover (if any
are required) and shall otherwise comply with all governmental rules,
regulations, codes and ordinances with respect thereto and concerning the
use thereof, including any and all environmental laws, rules and
regulations applicable to the Equipment, the Property, the Storage Area
and Licensee's use thereof for the Storage of the Equipment, all at
Licensee's sole cost and expense. Licensee hereby represents and
warrants to Licensor that none of the Equipment contain or are constructed
of hazardous or toxic materials and that they shall remain free of same
during the License Term and until after they are removed from the Storage
Area and the Property.
3. The term of this Agreement shall be for the License Term commencing
April ,23 , 2012, and terminating as provided in Paragraph 1 hereof(the
"Expiration Date"), and may be extended from time to time only by the
mutual written agreement of the parties. The Equipment stored on the
Storage Area pursuant to this Agreement shall be removed from the
Storage Area and the Property by Licensee by no later than the Expiration
Date. Licensor shall have the right to remove and have stored at
Licensee's expense any of the Equipment not so removed by the
Expiration Date. In addition, for every day the Equipment remains on the
Storage Area after the Expiration Date, Licensor shall be entitled to collect
a holdover license fee of$250.00 per day from Licensee.
4. Licensee agrees to at all times maintain the following insurance coverages:
{
f a. Worker's Compensation and employer's Liability coverages in the
tl
amounts of Five Hundred Thousand Dollars/Five Hundred
Thousand Dollars/Five Hundred Thousand Dollars
k ($500,0001$500,0001$500,000).
b. Commercial General Liability limits of One Million Dollars
(1,000,000.00) per occurrence and Two Million Dollars
($2,000,000.00) in the aggregate, which shall include Licensor as
additional insured.
f
C. Comprehensive Automobile Liability coverage with limits no less
than One Million Dollars ($1,000,000.00) for bodily injury and
property damages, including hired and employer's non-owned auto
ri
liability coverages.
4 Licensee further agrees to furnish Licensor with a valid certificate
of insurance naming Licensor as an additional insured thereunder
and evidencing the preceding insurance coverages and containing a
U` thirty (30) day notice of cancellation or non-renewal or a fifteen
(15) day notice in the event of cancellation for non-payment of
}
f
prCntiotu prun to ,Iortn" the I.cluipntenl in die licct►;,c(l :titor�lgcr
Arc°a
1,iccnsce hereby r�l�t►,e f tcen,ur and I.icutyor`, o4�ncr, �uxl ,haruholdcrs
1111d its and tliei► olliccr,, doectors, cnlployet:s in re,pcct ol' any r►ud ,ill
liahifity in connection with tile; l'yuiptlteut, the Use; of the Storage Area,
duel/rrr tllc Property and occasioned by Licensee's £tenon:, or inactions
11creundct or by the° action or inaction of licensor I icut►see tuither agree,
to indemnify, sa%e harmless and defend Licensor and its umployces.
officers, directory, tncmbei-N attd s1wreholders, ns well u; it, and (hair
respective heirs, ,ucc:cssors and assigns., in respect of any raid al[ lwvy-
da►page, cxpet►ye or liahility, third party of otherwise, in conncution with
the a. e of yaic) StorEigc Area, or the Property by f its employees.
,,agents cot►tractors and/or those claitrtinr by, through or under ;.u►y of
theist, provided, however, that this Agreement is f'or the sole benefit of
t,ic;ensee 1 icensot and its owners and shareholder•. ►nd tnentbcrs and its
and their officers, directors and employees shall be lice to defend any
claims arising hereunder directly tittd Licensee agrees to pay all costs,
including reasonable attorneys' tees, in connection with stud defense
6. In its use of the Storage Area and the preparation thereof- Ocensve agrees
to comply with all applicable regulations, laws, rules, codes and
ordinances, including, without limitation, any Guidelines raid Safety Rafe-,
and Regulations which Licensor promulgates and imposes with respect to
the Storage Area and the Property and Licensee's use thereof'.
7 Notices under this Agreement shall be deemed effective if in writing and it
hand delivered, gent by overnight courier, sent by certified mail, postage
prepaid, or sent by thesimile, addressed as follows:
a. If to Licensee: Largo Sun Vista Acquisition Co,, LLC
s Attention: Ms. Debbie Apolinario
321 East Hillsboro Blvd.
Deerfield Beach, Florida 33441
Phone: (954)418-0208
FAX: (954)418-0207
With Copy To: Attention: Theodore R. Stotzer, Esq.
Largo Sun Vista Acquisition Co., LLC
,y
c/o 321 East Hillsboro Blvd.
rt Deerfield Beach, Florida 33441.
Phone: (954) 949-3480
FAX: (954) 418-0207
u
fi b. If to Licensor: Conch Tree & Landscape` Professionals, Inc.
is Attention: SHvs VU/
is o t enc eyty,� a e!, Put j_I
X V-ta t^fi'o' o r t✓ 3 '-3-V
Phone: 3o S 2 Z 4 i
I
F
Willi ( opy Ito Com,It 1 rcc Xc I andscape I'rut�siuu;tlti, It►c
AItc1itu►u Martin Shorc Volland
11, 0 Hox 171 18 1
key I argo, l lorkla 11017
1'hottc:
1�/\X a s q_5-1-J-2163
Ally notlk:cs sent by cet(ilictl mail shall be deemted delni red theca t 1) days
after th,w date of niatlingr or one ( I ) clay alter being scat by overnight
courier, or on the clay of liand delivery car delivery by factiintil': with dated
contirniallon of recb.�ipt
8. f.tcer"'or, in the event tit a breach of thiN 1dreentettt by I ►�:cutity, shall
have the right to give notice; tltCrcof to I iCenscc �uul if the noticed detaL t
i not cured by I.ieensetr within live (5) clays of* its; receipt of the; detaatlt.
notice, [ icensor shall have the tight to terminate this Agreetnertt, in which
etient I icensee shall remove the Equipment froth the Storage Area and file
Property withiu forty-eight (48) hot.trs of Licensee's rccc-tpt of the
termination notice. lit addition, Licensor, in the event of a breach of this
Agreement by Licensee, shall as the prevailing party in any litigation,
arbitration of mediation, be entitled as part of tiny award, reasonable
attorneys' fees and cost.
. This Agreement shall not be assignable by I icensee. This Agreement shall
be construed and enforced pt.uSuant to the laws of the State of Florida.
This Agreement represents the entire agreement between the parties
_} concerning the subject matter hereof and supersedes any prior agreements
concerning the subject matter hereof.
10 The following additional provisions shall apply to and for all purposes be
deemed to be and hereby are an integral part of this Agreement.
a. Prior to the commencement of the License Term, Licensee shall
pay to Licensor a $2,000.00 deposit (the "Deposit") to secure
Licensee's performance of its obligations hereunder. Licensor
shall be entitled to utilize the Deposit to satisfy in whole or in part
any unsatisfied obligation(s) of Licensee hereunder, with any
unused portion or excess of the Deposit to be returned to Licensee
within thirty (30) days after Licensee satisfies all of its obligations
under this Agreement.
b Licensee during the License Term shall pay to Licensor a license
fee (the "License Fee") of $1,000.00, together with sales, use
A and/or excise tax(es) due thereon, for° each month of the License
Term, with such Licensee Fee due and payable by the first day of
each month. Licensee shall pay to Licensor prior to the
commencement of the License Term an amount equal to the
i
yi
�fi,
License Fee prorated for the number of days in the partial first
month of the License Term, together with the first full month's
payment of the License Fee and together with sales, use and excise
tax(es)due thereon, and together with the Deposit.
C. All of the Equipment stored in the Storage Area shall be stored in
any orderly fashion and all trucks, trailers and other portions of the
Equipment which are required to be registered and/or have license
plates or tags, shall have such registrations, tags or licenses
properly displayed thereon and shall be current at all times during
the License Term.
d. This is a non-exclusive Agreement and Licensor shall at all times
have access to and use of the Property and shall at all times be
allowed to use the Property as it determines in its sole discretion,
which use shall include and not be limited to staging of events on
the Property itself or under separate agreements with third party
vendors and vendees, licensees or lessees. Licensee covenants and
agrees that it shall take no action or fail or neglect to take action
which is necessary that may or will interfere with Licensor's use of
the Property or the use thereof by those claiming by, through or
under Licensor.
e. Licensee agrees to fence the Storage Area at is expense as part of
its preparation of the Storage Area and to comply with all of the
other terms and conditions of this Agreement with respect to and
which apply to the preparation of the Storage Area for Licensee's
3
f use.
f As part of the consideration by Licensee to Licensor for the
making of and entering into this Agreement by Licensor, Licensee
agrees to regularly and routinely during the License Term maintain
the entire Property of which the Storage Area is just a part, which
gj
maintenance shall include, without limitation,mowing of the grass,
aremoval of invasive plants (e.g., Holly trees) and weed control,
including weed control around the perimeter fence for the
Property. Licensee shall also be responsible for assuring that the
access gate at the front of the Property remains locked at all times
except when Licensee is entering or leaving the Property and/or
Storage Area in connection with its use of the Storage Area and
r`s except when events are being staged or held on the Property.
3
g. Licensee agrees that neither Licensee, nor its employees, agents,
contractors or any other person claiming by, through or under
Licensee shall have access to the waters abutting the Property or to
the marina or seawall or other Property water appurtenances. The
f foregoing prohibitions shall include, with limitation, prohibitions
against swimming, boating, boat launching, boat ramp use and/or
docking of boats. Licensee agrees to strictly enforce and abide by
the foregoing prohibitions and restrictions
h. The Equipment to be stored on the Storage Area is strictly limited
to the following:
• Bucket Truck
• Grapple Truck
• Chip Box Truck
• Two (2) Dump Trucks
• Three (3) Pickup Trucks
• Three(3) Chippers
• Three(3) Lawn Maintenance Trailers
• Decorative Boulders and Stone
• Mulch
and no other items.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
year and date first above written.
LICENSOR: LICENSEE:
LARGO SUN VISTA ACQUISITION CO., CONCH TREE & LANDSCAPE
LLC, a Florida limited liability company PROFESSIONALS, INC.,a Florida
BY: SVMG KEYS ACQUISITION corporation
CO., LLC, its managing member
By: BY V 1�
v
Name: �'"�' Name:
Title: P.xesid+exax.�},,l1�,r,z Pqres ,Cf Title: President
Date: April il3 ,2012 Date: April A:? , 2012
G
rg
8
k
U:\AGREEMENT1TempNonExclusivestorageLicenseAgr.LargoSunVista-ConchTree(V 1).doc
j
4�
=v
7�
EXHIBIT "A"
Tracts I and 2, HIGHLAND SHORES, according to the Plat thereof
recorded in Plat Book 3, Page 39, of the Public Records of Monroe
County, Florida, together with Sovereign Land in Blackwater Sound lying
westerly and adjacent to the above-described Tracts.
r'
s
xr
k
{
{
r
s^'
t(f;
SURVEY
•'h�'vrrnia•�n:-•--....».. - v.�ir. t�rl/ M{II •y+ fy -- .•
4
ti
�g
3
Exhibit"B"
WARONKER 8 ROSEN,INC. O REAL ESTATE APPRAISERS AND CONSULTANTS 16
Y
i .
Conch Tree & Landscape flio'4; Bank ot arias 088
305-451 1900 s `yih�o
P O. Box 372283
Key Largo, Ft_ 3 303/ 4/27/2012
FAY TO THE Largo Sun Vista Acquisition CO LLC � i —4,418 75
ORDER OF
Four Thousand Four Hundred Eighteen and 75/100"`*"" & k^ �"•` °"-"` " ° °° �* *"`* `* �. °•$ " °� ��k*k"`
DOLLAF
Largo Sun Vista Acquisition CO LLC
321 East Hillsboro Blvd
Deerfield Beach, FL 33441
MEMO >�✓r
2000 Security, First, Last, 1 week of April 7 5% tax °
i
11100408[ilia #n01, 300004 7 : 891300 3 5 e 04 a TO
Conch Tree&Landscape Pro's 4088
Largo Sun Vista Acquisition CO LLC 4/270012
4,418 75
f;
�r
Bank of America 2000 Security, First, Last,, t week of April 7.51/6 t 4,418 75
5