Item O6 BOARD OF COUNTY CONMSSIONERS
AGENDA ITEM SUMMARY
Meeting Date: September 17,2013 Division: County Administrator
Bulk Item: Yes _ No X Staff Contact Person: Natileene Cassel
Phone#: 292-3470
AGENDA ITEM WORDING: Approval to enter into Agreement for Sale and Purchase of the property known
as Rowell's Marina, including Tracts 1 and 2,plus peninsular,Parcel"A" and rock jetty and land,Parcel`B",
located at 104550 Overseas Highway,Key Largo for the purchase price of no more than Five Million Dollars
and no/cents.
ITEM BACKGROUND: This is a Sale and Purchase Agreement in which the County offers to Purchase from
the property in Key Largo formerly known as Rowell's Marina, including Tracts 1 and 2,Highlands Shores,
according to the map or plat thereof recorded in P133-39 of the Public Records of Monroe County Florida and
including the adjoining Parcels"A"and`B".The agreement contains certain contingencies: the seller must
provide a good and sufficient deed of warranty conveying the property to the County, must submit to a Phase I
Environmental Study and if the environmental site assessment identifies the presence of hazardous materials on
the property,the Seller must bring the property into compliance with all applicable federal, state or local laws. If
the Seller refuses to act or fails to act to bring the property into full compliance with any and all applicable
federal, state or local laws, the County shall have the option of either accepting the property as it then is,
renegotiating the purchase price or rescinding the contract herein;thereupon the County and the Seller shall
release one another of all further obligations under this Agreement.
PREVIOUS RELEVANT BOCC ACTION: On April 17, 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.On August 21, 2013, the
BOCC gave the County Administrator authority to negotiate a purchase price for the property.
CONTRACT/AGREEMENT CHANGES: none
STAFF RECOMMENDATIONS:
TOTAL COST: Up to$5,000,000.00 INDIRECT COST: BUDGETED: Yes No
X
DIFFERENTIAL OF LOCAL PREFERENCE: N/A
COST TO COUNTY: SOURCE OF FUNDS:
REVENUE PRODUCING: Yes_ No AMOUNT PER MONTH Year
�v
APPROVED BY: County Atty N OMB/Purchasing Risk Management
DOCUMENTATION: Included Not Required
DISPOSITION: AGENDA ITEM#
Revised 7/09
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this_day of ,2013,between MONROE COUNTY,
FLORIDA,a political subdivision of the State of Florida, as "Purchaser" or"COUNTY", c\o County
Administrator, 1100 Simonton Street,Room 2-205,Key West,Florida 33040,and Largo Sun Vista
Acquisition Company, LLC , as "Seller", whose address is 550 SW 121h Avenue Suite 550,Deerfield
Beach,Florida 33442.
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 purchase price of FIVE Million Dollars and No/Cents
($5,000,000.00) 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 thereunto belonging,owned by them, situate and lying
in the County of Monroe, State of Florida, more particularly described in paragraph 2 and Exhibit"A"
below.
2. The property which the Seller agrees to sell and the Purchaser agrees to buy pursuant to the terms
of this Agreement is that property situated at 104550 Overseas Highway, Key Largo,Monroe County,
Florida,and more particularly described as:The former Rowell's Marina,Tracts 1 (Alternate Key#
1626015, Parcel ID#00508200-000000) and Tract 2(Alternate Key# 1626023,Parcel ID#00508210-
000000), Highland Shores Subdivision,PB3-39,plus adjoining Parcels"A" and"B".
a) The Legal Description is attached hereto and made a part hereof as Exhibit"A"to this
Agreement.
3. If the Seller(s) wish to proceed with this transaction,the Seller(s) have until October 1,2013,to
sign and return this Agreement to the County Administrator at:
Mr.Roman Gastesi
1100 Simonton Street,Room 2-205
Key West,Florida 33040
Execution of this Agreement by Seller(s) shall serve to warranty that Largo Sun Vista
Acquisition Company, LLC is the sole owner of the property, holds a certificate of good standing with the
Florida Division of Corporations,Florida Department of State, and holds good and sufficient title to the
property.
4. 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 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.
5. Title to Property: Seller(s)shall convey a marketable title subject only to the aforementioned
liens,encumbrances,exceptions or qualifications set forth herein. Marketable title shall be a good and
sufficient deed of warranty determined according to applicable title standards adopted by authority of the
Florida Bar and in accordance with law.
a) The COUNTY shall have sixty(60)days from receipt of an acceptable environmental
site assessment in which to examine title. If title is found defective,the COUNTY shall, within this
Agreement for Sale and Purchase Page 1
specified time period, notify Seller(s)in writing specifying defect(s). 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),failing which the COUNTY shall have the option of either accepting the title as it
then is or rescinding the contract herein; thereupon the COUNTY and the Seller(s) shall release one
another without liability to either party of all further obligations under this Agreement.
b)The Seller(s)will, if title is found unmarketable,use diligent effort to correct defect(s)in title
within the time provided therefore, including the bringing of necessary suits.
6. 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 COUNTY 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 COUNTY may refuse, without liability, to accept conveyance of said lands, or it
may elect to accept conveyance upon an equitable adjustment of the purchase price.
7. The Seller(s)further agree that during the period covered by this instrument officers and
accredited agents of the COUNTY 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. The Seller(s) hereby waive their rights to any and all claims against the COUNTY
associated with, or arising from ownership of, said lands and this waiver shall survive closing.
8. 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 safe title to the said lands
of such character as to be satisfactory to the legal counsel of the COUNTY 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 COUNTY
governing the use,occupation,protection and administration of lands.
9. Prior Environmental Site Assessment. Seller has provided County a Phase 1 Environmental
Assessment of the Rowell's Marina Facility,prepared by Envirochek, Inc. in March 2005. According to
this document one contaminated site was located on the property,a recommendation was made that all the
fuel storage tanks be removed,and that the 2005 purchaser should request a clean"Closure Report" on
all tanks. Seller shall a minimum of thirty(30)days before closing provide the following:
a) A written indemnification related to petroleum contamination,and
b) A copy of the clean"Closure Report'on all tanks from a reputable source.
10. Current Environmental Site Assessment.The COUNTY,at its own expense,shall have sixty(60)
days from the effective date of this Agreement in which to conduct a current Phase 1 Environmental Site
Assessment to determine the existence and extent, if any,of any hazardous materials on the property. For
the purposes of this Agreement, "hazardous materials" shall mean any hazardous or toxic substance,
material or waste of any kind or any other substance which is regulated by any environmental law.
a) If the environmental site assessment identifies the presence of hazardous materials on the
property,the COUNTY shall, within this specified time period,notify Seller(s) in writing of the findings.
b) The Seller(s) will then have one hundred twenty(120)days from receipt of notice within
which to pursue, at Seller(s)'sole cost and expense, any assessment,clean-up,and monitoring of the
Agreement for Sale and Purchase Page 2
property necessary to bring the property into full compliance with any and all applicable federal, state or
local laws.
c) If the Sellers refuse to act or fail to act to bring the property into full compliance with any
and all applicable federal, state or local laws,the COUNTY shall have the option of either accepting the
property as it then is, renegotiating the purchase price or rescinding the contract herein; thereupon the
COUNTY and the Seller(s)shall release one another of all further obligations under this Agreement.
11. Closing shall take place on or before the 31st day of January,2014.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 safe title to the said lands of such character as to be satisfactory to the
legal counsel of the County 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 County governing the use,occupation,protection and
administration of lands.Closing on this property may occur prior to that date if all contingencies in this
agreement have been met and both parties agree in writing to an earlier date.
12. In consideration whereof the COUNTY agrees that it will purchase all of said lands and other
interests at the price of$5,000,000.00. The COUNTY further agrees that,after the preparation,
execution,delivery and recordation of the deed,and after the legal counsel of the COUNTY shall have
approved the title thus vested in the COUNTY, it will cause to be paid to the Seller(s) the purchase price
by a check drawn on the account of the COUNTY.
13. The COUNTY shall pay the following expenses associated with the conveyance of the property:
deed recording fees,abstract fees, the Buyer's attorney's fees,and the prorata share of prepaid real
property taxes allocable to the period subsequent to the vesting of title in the COUNTY, or the effective
date of possession of such real property by the same, whichever is earlier.
14. The Seller(s) shall pay the expenses of documentary stamps to be affixed to the deed,an abstract,
title examination fees and real estate commissions, if any, title insurance policy or other evidence of title
to the property herein contracted to be sold, satisfactory to the legal counsel of the COUNTY and for the
removal of trash and debris from the property, if any. 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 this
agreement.
15, 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.
16. 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:
Largo Sun Vista Acquisition Company,LLC
550 SW 121h Avenue,Suite 550
Deerfield Beach,Florida 33442
and shall be effective upon date of mailing and shall be binding upon all of the Seller(s).
17. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
18. 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.
Agreement for Sale and Purchase Page 3
18. This Agreement may be executed in counterparts. Notwithstanding any provision of this
Agreement to the contrary, the closing of this transaction is contingent upon approval by the Board of
County Commissioners failing which the COUNTY and the Seller(s) shall release one another 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 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 execution
thereof by the Seller(s),and to purchase said lands as herein provided.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
ADVICE OF AN ATTORNEY PRIOR TO SIGNING
SELLER:
Authorized Signature Date Phone Number
Print Name
Print Title
PURCHASER:
MONROE COUNTY, FLORIDA
By:
Amy Heavilin,Clerk Mayor
BY: Date:
Deputy Clerk
MONROE COUNTY ATTORNE
AP ROVED AS TO FOR 1117
NATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date
Agreement for Sale and Purchase Page 4
Exhibit"A"
Legal Description
Marina Parcel:
Tracts 1 and 2, HIGHLAND SHORES, according to the map or plat thereof recorded in Plat Book 3,
Page 39,of the Public Records of Monroe County,Florida.
Sovereign Lands Parcel:
PARCEL"A"
A PARCEL OF SOVEREIGN LAND LYING WESTERLY OF AND ADJACENT TO TRACT 1,
HIGHLAND SHORES ON KEY LARGO, ACCORDING TO THE PLAT THEREOF, RECORDED IN
PLAT BOOK 3, AT PAGE 39 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA.
SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF
STATE ROAD NUMBER 5, U.S. HIGHWAY NO. 1, AND THE NORTHERLY PROPERTY LINE OF
TRACT 1 ACCORDING TO SAID PLAT, RUN S89004'36"W, 773.50 FEET MORE OR LESS TO A
POINT ON THE ORIGINAL SHORELINE OF BLACKWATER SOUND, SAID POINT BEING THE
POINT OF BEGINNING OF THE DESCRIPTION OF PARCEL A. FROM SAID POINT OF
BEGINNING, RUN N72051'52"W, 9.95 FEET ALONG THE SOUTHERLY BOUNDARY OF THE
TRUSTEES OF THE INTERNAL IMPROVEMENT FUND DEED NUMBER 22,017. THENCE
FOLLOW THE BOUNDARY OF SAID PARCEL A FOR THE FOLLOWING TWENTY-SEVEN (27)
COURSES:
LINE BEARING LENGTH LINE BEARNG LENGTH
Ll S36050'26"W 6.57' L15 S21010'20"W 44.38'
L2 N89020'05"W 22.43' L16 S23030'36"W 40.93'
L3 S89011'08"W 22.50' L17 S20014'24"W 30.32'
L4 N88034'06"W 18.95' L18 S68026'51"E 12.54'
L5 S73011'30"E 8.52' L19 N27028'42"E 29.75'
L6 S09035'30"W 14.12' L20 N25000'38"E 27.93'
L7 N87052'46"W 12.08' L21 N21026'38"E 28.28'
L8 S65011'57"W 31.82' L22 N2005 P41"E 37.60'
L9 S57030'44"W 10.71' L23 N24017'59"E 44.80'
L10 S83049'08"W 10.38' L24 N58059'02"E 11.60'
1,11 S29052'36"W 7.20' L25 N31059'59"E 16.09'
L12 S25031'37"E 11.07' L26 S57047'25"E 39.79'
L13 S16022'44"W 25.33' L27 S59040'35"E 22.86'
L14 S23038'17"W 26.70'
THENCE CONTINUE N28008'57"E ALONG THE ORIGINAL SHORELINE FOR 84.59 FEET TO
THE SAID POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL A.
PARCEL"B"
A PARCEL OF SOVEREIGN LAND LYING WESTERLY OF AND ADJACENT TO TRACT 2,
HIGHLAND SHORES ON KEY LARGO, ACCORDING TO THE PLAT THEREOF, RECORDED IN
PLAT BOOK 3, AT PAGE 39 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA.
SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF
STATE ROAD NUMBER 5, U.S. HIGHWAY NO. 1, AND THE SOUTHERLY PROPERTY LINE OF
TRACT 2 ACCORDING TO SAID PLAT, RUN S89013'53"W, 617.10 FEET MORE OR LESS TO A
POINT ON THE ORIGINAL SHORELINE OF BLACKWATER SOUND, SAID POINT BEING THE
POINT OF BEGINNING OF THE DESCRIPTION OF PARCEL A. FROM SAID POINT OF
Agreement for Sale and Purchase Page 5
BEGINNING, PROCEED N67038'25"W, 9.95 FEET ALONG A RIPARIAN LINE 46.11 FEET TO A
POINT ON THE EXISTING SHORELINE OF BLACKWATER SOUND, THENCE FOLLOW THE
BOUNDARY OF PARCEL B FOR THE FOLLOWING SEVENTEEN(17)COURSES:
LINE BEARING LENGTH LINE BEARNG LENGTH
L1 N36013'50"E 4.89' L10 S57034'12"E 12.71'
L2 N17047'06"E 24.30' L11 S24037'06"W 61.58'
L3 N13001'17"W 23.43' L12 S26026'40"W 55.16'
L4 N42006'23"W 23.00' L 13 S240 15'51"W 28.84'
L5 N 14035'11"W 21.14' L 14 S01000'47"E 14.56'
L6 N23046'18"E 38.89' L15 S49034'20"E 18.26'
L7 S87013'20"E 9.09, L16 S75038'49"E 21.66'
L8 N23047'03"E 58.87' L17 S83004'34"E 32.42'
L9 N22000'56"E 52.45'
THENCE CONTINUE S20036'26"E, 73.17 ALONG NE ORIGINAL SHORELINE OF
BLACKWATER SOUND TO THE SAID POINT OF BEGINNING OF THE HEREIN DESCRIBED
PARCEL B.
Agreement for Sale and Purchase Page 6
tl W 7 Nw
Monroe County Board of County Commissioners
a
RE: Potential Rowell's Marina Property Acquisition
September 17, 2013
Dear Commissioners:
You have been previously told of the broad community support the potential oll's Marina
property purchase. What may have been missed is this is the last opportunity for a waterfront
public venue to facilitate the needs of the Key Largo citizens. There simply are no other parcels
of land that have S-1 frontage and water access.
Public events do well when they have the visual exposure of beingon US-1. Events that we have
attempted o host on off S-1 properties do not fare well.
We have a very caring community. Our civic clubs and other charitable organization have
hosted many successful events at the Rowell's property. These charitable organizations pay
reasonable rent for the use, and they raise significant revenue that directly benefits the less
fortunate in our area. Some events raise scholarship monies for our children to further their
educations. The oll's property represents the ability of these groups to better benefit our
citizens.
e also have commercial ventures that pay a market rate rent for the property to host events.
These events bring many out of town guests who in turn use our hotels and restaurants.
Besides direct sales tax revenue, these events put heads in beds that generate significant bed
taxes. Your T C sees these as worthy ventures as they have provided marketingmonies over
the years.
These commercial users and civic organizations would be willing to work hand and hand with
the Recreational District and County Administrator to create a viable business plan. Please
support this purchase for the citizens of this community, and do not let this last chance to
acquire this singularly unique property.
Yours Truly,
m Saun ers
Bayview Homes, Point of View Key Largo RV Resort, Keys Lake Villas Apartments
99198 Overseas Highway Suite 2
Key Largo, Florida 33037
99198 Overseas Highway, Suite 2, Ivey I aro, FL 33037
Tel 305. 53. 521 • 305. 53.4522 •www.bayviewhornes.biz
D.-
Good aftemoon Commissioners,
My name is Kay Thacker; I reside in Key Largo, thank you for allowing me to
speak with you today about the purchase of Rowell's Marina
Acquiring Rowell's Marina history in the Upper Keys goes way back in time. 15
plus residents' started meeting here in Key Largo as far back as 2005 and
continues meeting to this day. Commissioner Murphy you know how long we
have been investigating this property... County Administrator Gastesi also knows
how far back we have held meetings, close to 24 meetings throughout Key Largo
about Rowell's marina purchase.
The purchase of Rowell's Marina by the BOCC is not a whim as was the purchase
of Hickory House by "The Gang of Three". The County is of its due diligence
by requiring a "clear title and environmental amassment", contaminated tanks were
removed in 2005, but county is requiring clean closure reports, the county would
have 60 days to conduct its own environmental review, if any contaminants are
found the owner is given 120 days on his dime to clean it up.
These groups that stared meeting are made up of respectable business owners,
taxpayers, residents, community leaders have also of our own due diligence
these as 8 years. We have scrutinized in detail, inspected roads into the property
and surroundings, layout of property, looked at ways this property could be self-
sustaining business and not a drain on our taxpayers. You know what an advocate
I arn for saving our taxes and getting the best bang for our hard ea d bucks.
I believe we have three out of 5 of you that are supporting this purchase which
would be a boost in the arm of Key Largo and he support our businesses and
community, but this vote, will take 4 out of the 5 Commissioners to get this job
done. I am reaching out to all of you Commissioners for this vote of
confidence...that we will try to make this a non cost tothe taxpayers of Monroe
County.
Kay Thacker