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Item F3fLAND AUTHORITY GOVERNING BOARD AGENDA ITEM SUMMARY Meeting Date: June 20, 2012 Division: Land Authority Bulk Item: Yes No X Contact / Phone #: Mark Rosch / 295-5180 Agenda Item Wording: Approval of contracts to purchase property for conservation - Block 4, Lot 51, Cutthroat Harbor Estates, Cudjoe Key. Item Background: This acquisition is proposed to protect property rights and the natural environment. The subject property is a 6,000 square foot lot on Gold Boullion Road on the bayside of Cudjoe Key near mile marker 23. The site has a tier designation of Tier 1 - Natural Area, a zoning designation of Improved Subdivision, and vegetation consisting of disturbed saltmarsh and buttonwood. The subject property was permitted for development with a single-family home in 2007. The permit subsequently expired and the current owner acquired title in 2010 via a deed in lieu of foreclosure. Today there is a perimeter fence, one partially constructed rebar column, and a temporary power pole on the property. The owner has agreed to sell the property for $16,000. The purchase agreement calls for an "as is" sale with the Seller paying $500 toward the removal of trash, debris, and structures from the property. The estimated closing costs for this transaction are listed in the agenda documentation. Advisory Committee Action: On May 30, 2012 the Committee voted 3/0 to approve purchasing this property "as is" for the price of $16,000 with the Seller paying $500 toward the removal of trash, debris, and structures. Previous Governing Board Action: The Board has approved the purchase of other conservation properties in this subdivision. Contract/Agreement Changes: N/A Staff Recommendation: Approval Total Cost: $ 16,743.50 Indirect Cost: $ Cost to Land Authority: $ 16,743.50 Budgeted: Yes X No Source of Funds: Land Authority (Tourist Impact Tax and State Park Surcharge) Approved By: Attorney X County Land Steward X . Documentation: Included: X To Follow: Not Required: Disposition: Agenda Item Property Purchase Price PURCHASE CONTRACT 06/20/12 Title Attorney Recording Survey Insurance Fee Fee Total Costs Cutthroat Harbor Estates $16,000.00 N/A $225.00 $500.00 $18.50 $16,743.50 Block 4, Lot 51 Seller: Branch Banking & Trust Company Aerial Photograph of Subject Property Block 4, Lot 51, Cutthroat Harbor Estates Cudjoe Key AGREEMENT FOR THE PURCHASE OF LANDS THIS AGREEMENT is made and entered into this day of 2012, is by and between Branch Banking and Trust Company hereinafter style the Seller(s), for themselves, their heirs, executors, administrators, successors and assigns, and the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter, "Land Authority") acting by and through the Executive Director of the LAND AUTHORITY. WITNESSETH: In consideration of Ten Dollars ($10.00) in hand, paid by the LAND AUTHORITY, the receipt of which is hereby acknowledged, the Seller(s) agree to sell to the LAND AUTHORITY certain lands upon the terms and conditions hereinafter set forth, and for the price of $16,000.00 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 thereunoo belonging, owned by them, situate and lying in the County of Monroe, State of Florida, more particularly described as follows; to -wit: Block 4, Lot 51, Cutthroat Harbor Estates (PB 4-165) RE# 00177470-000000 2. The Seller(s) agree that they have full right, power and authority to convey, and that they will convey to the LAND AUTHORITY the fee simple title together with legal and practical access thereto clear, free and unencumbered, except subject to the following easements or reservations: Existing easements for canals, ditches, flumes, pipelines, railroads, public highways and roads, telephone, telegraph, power transmission lines and public utilities. The LAND AUTHORITY, at the LAND AUTHORITY'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. Seller(s) shall convey a marketable title subject only to the aforementioned liens, encumbrances, exceptions or qualification set forth herein. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. The LAND AUTHORITY shall have sixty (60) days from the effective date of this Agreement in which to examine title. If title is found defective, the LAND AUTHORITY shall, within this specified time period, notify Seller(s) in writing specifying defect(s). If the defect(s) render title unmarketable the Seller(s) will have sixty (60) days from receipt of notice within which to remove the defect(s), failing which the LAND AUTHORITY shall have the option of either accepting the title as it then is or rescinding the Agreement herein; thereupon the LAND AUTHORITY and the Seller(s) shall release one another of all further obligations under this Agreement. 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. It is further agreed that any loss or damage occurring prior to the vesting of satisfactory title in the LAND AUTHORITY by reasons of the unauthorized cutting or removal of products therefrom, or because of fire, shall be borne by the Seller(s); and that, in the event any such loss or damage occurs, the LAND AUTHORITY may refuse, without liability, to accept conveyance of said lands "as -is" or terminate this Agreement by no later than Closing. 4. The Seller(s) further agree that during the period covered by this instrument officers and accredited agents of the LAND AUTHORITY shall have at all proper times 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. Effective upon the closing of this transaction the Seller(s) hereby waive their rights to any and all claims against the LAND AUTHORITY or Monroe County associated with, or arising from ownership of, said lands. LAND AUTHORITY shall hold Seller harmless with respect to damage or loss to persons or property resulting from LAND AUTHORITY's inspection activities. It is understood and agreed that LAND AUTHORITY accepts the Property "as is," "where is" and "with all faults", without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied. Seller specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied, concerning the Property. LAND AUTHORITY acknowledges that LAND AUTHORITY is purchasing the Property based solely upon LAND AUTHORITY's own independent investigations and findings and not in reliance upon any information provided by Seller or Seller's agents or contractors. LAND AUTHORITY releases Seller from any and all claims (whether known or unknown, and whether contingent or liquidated) arising from or related to any conditions (including environmental conditions) affecting the Property. This paragraph shall survive the closing. 5. The Seller(s) will execute and deliver upon demand of the proper officials and agents of the LAND AUTHORITY a good and sufficient special warranty deed conveying to the LAND AUTHORITY a safe title to the said lands of such character as to be satisfactory to the legal counsel of the LAND AUTHORITY and said deed shall provide that the use, occupation and operation of the rights -of - way, easements and reservations retained therein, shall be subordinate to and subject to such rules and regulations as may be prescribed by the LAND AUTHORITY governing the use, occupation, protection and administration of lands. 6. In consideration whereof the LAND AUTHORITY agrees that it will purchase all of said lands and other interests at the price of $16,000.00. The LAND AUTHORITY further agrees that, concurrent with Seller's delivery of the special warranty deed, and after the legal counsel of the LAND AUTHORITY shall have approved the title thus vested in the LAND AUTHORITY, it will cause to be paid to the Seller(s) the purchase price by a check drawn on the account of the LAND AUTHORITY. The LAND AUTHORITY 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, and title insurance, as well as the prorata share of prepaid real property taxes allocable to the period subsequent to the vesting of title in the LAND AUTHORITY, or the effective date of possession of such real property by the same, whichever is earlier. The Seller(s) shall pay the expenses of documentary stamps to be affixed to the deed, the Seller(s) real estate commissions, and $500.00 toward the removal of trash, debris, and structures from the property. Full possession of the premises shall pass to the LAND AUTHORITY 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 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 LAND AUTHORITY will be obtained by the LAND AUTHORITY at its expense. The Seller(s) expressly agree herein to furnish to the LAND AUTHORITY 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. 2 8. It is mutually understood and agreed that the LAND AUTHORITY may assign this Agreement provided the assignee is another government buyer. 9. 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 LAND AUTHORITY, whether or not such taxes and assessments are then due and payable. 10. It is mutually understood and agreed that notice of acceptance of this Agreement shall be given to the Seller(s) by mail addressed to the Seller(s) at the following address: 1010 Kennedy Drive with a copy to: Maya Thomas Key West, FL 33040-4061 Sellstate Island Properties of Key West myrealpro@gmail.com and shall be effective upon date of mailing and shall be binding upon all of the Seller(s) without sending a separate notice to each, except as such obligation may be affected by the provisions of paragraph 6 hereof. 11. The property shall be delivered at closing free of any tenant or occupancy whatsoever. 12. The effective date of this Agreement shall be that date when the last one of the Seller(s) and the LAND AUTHORITY has signed this Agreement. 13. The prevailing (or substantially prevailing) party in any dispute arising under this Agreement shall be entitled to reimbursement from the non -prevailing party for its reasonable expenses, including attorneys' fees, paralegals' fees, legal assistants' fees and costs, including those incurred on the appellate level and those incurred in connection with a determination of the amount of such fees and costs. This Agreement supersedes and replaces any previous written or oral agreements between the parties pertaining to the Property, and any and all such agreements are hereby declared to be null and void and of no further force and effect. This Agreement contains all the terms, promises, covenants, conditions and representations made or entered into by and between the parties hereto and no modification hereof shall be valid or binding unless in writing and executed with the formalities hereof. Time is of the essence to this Agreement. The calculation of the number of days that have passed during any time period referenced herein shall be based on calendar days, unless otherwise specified, and any such period shall commence on the day immediately following the action or event giving rise to the commencement of the period and shall expire at 5:00 p.m. Eastern Standard Time, on the last day of the time period. Furthermore, any time period provided for herein which shall end on Saturday, Sunday or a legal holiday shall extend to 5:00 p.m. Eastern Standard Time, of the next full business day. The parties hereto do hereby knowingly, voluntarily, intentionally and irrevocably waive any right any party may have to a jury trial in every jurisdiction in any action, proceeding or counterclaim brought by either of the parities hereto against the other or their respective successors or assigns in respect of any matter arising out of or in connection with this agreement. 3 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement and a signature via facsimile or electronic transmission shall be deemed an original. 14. If the Seller(s) wish to proceed with this transaction, the Seller(s) have until May 15, 2012 to sign and return this Agreement to the LAND AUTHORITY. Notwithstanding any provision of this Agreement to the contrary, the closing of this transaction is contingent upon approval by the Advisory Committee and Governing Board of the LAND AUTHORITY, failing which the LAND AUTHORITY and the Seller(s) shall release one another of all further obligations under this Agreement. In the event these contingencies are not satisfied and the transaction is not closed on or before July 31, 2012, at any time thereafter either party shall have the right to terminate this Agreement by providing written notice, at which point both parties shall be released of all further obligations under this Agreement. IN WITNESS WHEREOF, the Seller(s) have hereunto signed their names and affixed their respective seals on 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 LAND AUTHORITY or its authorized representative, or any other office or agent of the LAND AUTHORITY authorized to purchase said lands, the option and right to enter into this Agreement for Purchase within sixty (60) days from the execution thereof by the Seller(s), and to purchase said lands as herein provided. Seller/ Branch Banking and Trust Company Signature Date Phone Number The MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, acting by and through its EXECUTIVE DIRECTOR in accordance with Resolution 09-2004, has executed this Agreement on behalf of the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY this day of , 2012. (Seal) MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY Mark J. Rosch, Executive Director 91