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03/15/2000 Agreement 1JBannp lL. Itolbage BRANOI OFFICE 3117 OVERSEAS HIGHWAY MARAlHON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF lHE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANOI OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM DATE: March 17, 2000 TO: James Roberts County Administrator FROM: Mark Rosch, Executive Director Monroe County Land Authority Pamela G. Hancoc~ Deputy Clerk GO ATTN: At the February 28, 2000, Board of County Commissioner's Meeting the Board granted approval and authorized execution of a Contract between Monroe County and Keys Hospital Foundation, Inc., which includes a sixty (60) day walk away provision, and an additional thirty (30) days to close the transaction and with the closing being contingent upon the buyer verifYing through the Village of Islamorada that the subject property may be utilized for the Sheriff's Office, Health Department and Public Defender. Enclosed are three fully executed duplicate originals for your handling. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney Finance File AGREEMENT FOR SALE AND PURCHASE PARTIES: Keys Hospital Foundation, Inc., a Florida not-for-profit corporation, doing business as Mariners Hospital (hereafter the "Seller") and the Monroe County Board of County Commissioners (hereafter "Monroe County") hereby agree that the Seller shall sell and Monroe County shall purchase the real property and all improvements thereon (hereafter the "Real Property") located in Monroe County, Florida described in Exhibit "A" attached hereto. Purchase Price J!. t $1,925,000.00 ~.~ The purchase price for the Real Property shall be U.S.~~;OOG:OO, subject to \J- prorations and adjustments as provided herein. After all prorations and adjustments as provided in this Agreement are made, the balance shall be paid to Seller at Closing by check drawn on a \.1.1---. bank with an office in Monroe County or Miami-Dade County, Florida. bl1J'r;, . ~'r I. II. Inspection Period Monroe County shall have sixty (60) days from the date of execution of this Agreement by Monroe County within which to conduct its inspections and evaluations of the Real Property (the "Inspection Period"), which may include, but are not limited to, Phase I and Phase II environmental surveys. Seller agrees to give Monroe County and its employees and agents reasonable access to the Real Property for the purposes of conducting such inspections and evaluations. If Monroe County provides Seller with written notice that Monroe County is not satisfied for any reason with the Real Property prior to 5:00 P.M. on the last day of the Inspection Period, this Agreement shall be deemed to be terminated. To be effective written notice of termination must be delivered to Seller by certified mail return receipt requested on or before the end of the Inspection Period. Monroe County shall, at its cost, repair all damage to the Real Property resulting from its inspections. III. Seller's Representations and Warranties Seller represents and warrants with Monroe County the following: 1. Seller is the fee simple owner of good and marketable title to the Real Property. 2. As of the date hereof, there are no rights to use or occupy the Real Property or any portion thereof pursuant to any leases. S 0 :z: ):> ;:0 -- 3. Seller has full power to execute, deliver and carry out the ~~~ terms and provisions of this Agreement and has taken all n ~ r necessary action to authorize execution, delivery and g~:..... performance of this Agreement. The execution, delivery~?' C; and performance of this Agreement by the Seller, in :<~~ accordance with its terms will not violate its Articles of;} ~ f* ,." 0 ~ 0 :x r- > J"T'! ~ 0 '"Tl -' 0 :r.:J ." ::0 :z ", ~ (") 0 CJI :::0 N 0 Incorporation or Bylaws or any law, regulation, contract, agreement, commitment, order, judgment or decree to which Seller is a party or by which it is bound. 4. There are no actions or proceedings pending against or relating to the ownership, use, possession or operation of the Real Property, including, without limitation, actions or condemnation of the Real Property or any part thereof or any assessment payable in annual installments thereon. 5. The Seller is a Florida not-for-profit corporation duly formed and validly existing in Florida, with full power and authority to carry on its business as now conducted. IV. Title Evidence Seller shall provide Monroe County with copies of all prior title insurance policies within three (3) days of the date of execution of this Agreement by Monroe County. Monroe County shall obtain an owner's title insurance commitment and policy from a commercial title insurance company of its choice. Seller shall convey marketable title subject only to those liens, encumbrances, exceptions, conditions, easements, restrictions and qualifications of record, none of which shall render title unmarketable. Marketable title shall be determined according to the applicable Uniform Title Standards adopted by authority of The Florida Bar. Monroe County shall have fifteen (15) days from the end of the Inspection Period to examine the title and to notify Seller of any defects or any liens or restrictions which will render title unmarketable. If title is found to be unmarketable, Monroe County shall, within twenty (20) days from the end of the Inspection Period, notify Seller in writing specifying the all defects. Seller will have one hundred twenty (120) days from receipt of the notice within which to remove the defects, failing which Monroe County shall have the option of either accepting the title as it then is or terminating this Agreement and thereupon Monroe County and Seller shall release one another of all further obligations under this Agreement. Seller will, if title is found unmarketable, use diligent effort to correct the defects in title within the time provided therefor. V. Title At Closing, Seller shall convey to Monroe County, by statutory warranty deed, fee simple title to the Real Property subject, unless otherwise agreed to by Monroe County, only to liens, encumbrances, exceptions, conditions, easements, restrictions and qualifications of record which do not render title unmarketable. VI. Survey Monroe County shall have the right to have a survey of the Real Property prepared by a land surveyor licensed in the State of Florida in accordance with the standards and requirements of the Florida Land Title Association and the Florida Society of Professional Land Surveyors. The survey must disclose no encroachments, or other facts which would render the title unmarketable. If the survey discloses any defect which renders title unmarketable or in 2 noncompliance with thIs Agreement, stich detect shall be treated as a title defect subject to Section IV above VII. As-Is Sale Except for the warranties and representations contained in this Agreement, Monroe County agrees that the Real Property is being purchased in its "as is" condition. VIII. Liens Seller shall furnish to Monroe County at Closing an affidavit attesting to the absence, unless othenvise provided for herein, of any claims of lien or potentiallienors known to Seller and further attesting that there have been no improvements or repairs to the Real Property for ninety (90) days immediately preceding the date ,of closing. If the Real Property has been improved or repaired within that time, Seller shall delIver re~eases or waivers of mechanics' liens executed by all general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting fOlih the names of all such general contractors, subcontractors, suppliers and materialmen and fmiher affinl1ing that all charges for improvements or repairs which could serve as a basis for a mechanic's lien or claim for damages have been paid or will be paid at closing. All liens and encumbrances which Seller is obligated by the payment of money to discharge to clear title, together with the cost of recording or filing instruments necessary to discharge such liens and encumbrances of record, shall be paid out of the roceeds of the mone payable at Closing. ,prOVI e. owever: t at I onroe ou~ty as not received verification that the proper1Y IS appropnately zoned and deSignated for use as office space 'by the Sheriff, Health Department, and Public Defender from an Islamorada official . empowered by Islamorada charter or code to make such a verification on behalf IX. Closing Date of Islamorada by the Closing Date, either party may terminate this Agreement by written notice to the other. The Closing shall, subject to the terms and conditions of this Agreement be held on or before thirty (30) days after the end of the Ins ection Perio the "Closing Date") unless extended by any provision of this Agreement Notwithstanding anything to the contrary contained herein, the obligation of Monroe County to Close on the purchase of the Real Property is contingent upon Monroe County receiving the purchase price proceeds at Closing from the Sheriff of Monroe County. X. Place of Closing The Closing shall be held at the office of Monroe County's counsel in Monroe, County, Florida, or at such other location as may be agreed to by the parties. XI. Definitions The term "Closing" means the execution and delivery of all documents contemplated by this Agreement to be executed and delivered on the Closing Date, the delivery of such documents to the parties entitled thereto and the payment of the Cash to Close. The tenn "Effective Date" means the date upon which this Agreement is executed by Monroe County. t c.Sf @~ (~ XII. Documents for Closing Seller shall furnish a statutory warranty deed, a mechanics' lien affidavit, a FIRPT A affidavit, and corrective instruments at closing. Monroe County shall furnish the closing statement. XIII. Expenses Documentary stamps on the deed shall be paid by the Seller. Seller shall pay the cost of recording corrective instruments. The recording of the deed and all expenses relating to the examination of title and the issuance of title insurance to Monroe County shall be paid by Monroe County. XIV. Prorations; Credits Taxes, if any, and assessments of the Real Property shall be prorated through the day before Closing. The amount to be paid to Seller at Closing shall be increased or decreased as may be required by the prorations. Ad valorem taxes, if any, shall be prorated based on the 1999 tax bills for the Real Property with due allowance made for the maximum allowable discount. XV. Special Assessment Liens Certified, confinned and ratified special assessment liens as of the Closing Date (and not as of the Effective Date) are to be paid by Seller. Pending liens as of the Closing Date shall be assumed by Monroe County. If an improvement has been substantially completed as of the Effective Date, such pending lien shall be considered as certified, confirmed or ratified and Seller shall, at Closing, be charged an amount equal to the last estimate of assessment for the improvement by the public body. XVI. Loss or Damage To The Real Property In the event any loss or damage occurs to the Real Property prior to Closing, other than as a result of the negligence of Monroe County or its employees or agents, the parties agree to utilize good faith efforts to agree on repairs to be made by Seller, or on an appropriate adjustment to the purchase price. If the parties are unable to agree on an appropriate adjustment to the purchase price within fifteen (15) days after the loss or damage occurs, either party may terminate this Agreement by written notice to the other. All loss or damage to the Real Property resulting from the negligence of Monroe County or its employees or agents shall be the responsibility of Monroe County. XVII. Attorneys' Fees; Costs In the event of litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 4 XVIII. Contract Not Recordable; Persons Bound Neither this Agreement nor any notice of it shall be recorded in any public records. This Agreement shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. XIX. Real Estate Brokers Seller and Monroe County represent and warrant, each to the other, that they have not employed or contracted with any real estate broker. XX. Other Agreements No prior or present agreement or representations shall be binding upon Monroe County or Seller unless included in this Agreement. No modification or change in this Agreement shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. XXI. Assignment This Agreement may be assigned by Monroe County to any other state or local governmental agency, but may not otherwise be assigned without the prior written consent of Seller, which consent shall not be unreasonably withheld. XXII. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. If litigation becomes necessary, the parties agree that venue will be proper in Monroe County, Florida. XXIII. Notice Notices shall be given by receipted hand delivery such as Federal Express or by certified mail, return receipt requested. If by receipted hand delivery, notice shall be deemed to be given when delivered. If by U.S. mail, notice shall be deemed to be given upon delivery to the U.S. Post Office, postage paid. Notice to Seller shall be sent as follows: Robert H. Luse, CEO Mariners Hospital 91500 Overseas Highway Tavernier, Florida 33070 5 with a copy to: Mrs. Ana Lopez-Blazquez, Vice President Baptist Health Systems of South Florida, Inc. 6855 Red Road, Suite 600 Coral Gables, Florida 33143-3632 and a copy to: Kyle R. Saxon, Esq. Catlin, Saxon, Tuttle and Evans, P.A. 169 East Flagler Street, Suite 1700 Miami, Florida 33131 Notice to Monroe County shall be sent as follows: J ames Roberts, County Administrator Monroe County Land Authority 1200 Truman Avenue, Suite 207 Key West, Florida 33040 with a copy to: Mark J. Rosch, Executive Director Monroe County Land Authority 1200 Truman Avenue, Suite 207 Key West, Florida 33040 and a copy to: Larry R. Erskine, Esq. 31211 Avenue A Big Pine Key, Florida 33043 XXIV. Time Time is of the essence for all provisions of this Agreement. XXV. Radon Gas Radon is a naturally occurring radioactive gas that, when it has accumulated in a building of sufficient quantities, may present health risk 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. 6 XXVI. Acceptance If this Agreement is not executed by Monroe County and delivered to Seller prior to 5:00 P.M. on Fe1:}fttftfJ'-4;~ this offer shall be deemed to have been withdrawn. March 15, 2000 O.J n SELLER: .J-1''-'b; ~ I~ Date: January /e.2, 2000 -Sf Keys Hospital Foundation, Inc., a Florida not-for-profit corporation By ~d/Z-~ Robert H. Luse, Chief Executive Officer MON~E COUNTY: Date~ J an~"~ 2./1 , 2000 The Monroe County Board of County Commissioners acting by and through its Mayor, has executed this Agr~ement on behalf of the Monroe County Board of County Commissioners this z.Yd, day of ...r~7 ,2000. ,~~~~->~r~~ ~~if''':'T~;~~~ /,g:;p~X;,~~~ LHAGE, Clerk 1-'; '.,., t'" 'i' "cJ\ ... (I"(~~1\;~{>'~:':!~ ~' \;:~~~Bg:;~~~~ii ~._;![-:~:-:J Depu Clerk MONROE COUNTY BOARD OF COUNTY COMMISSIONERS "'" tr'../L/ cS'~-F~ Shirley Freeman, Mayor B 7 EXHIBIT "A" PARCEL "A" Lots 1 through 12 and "SYLVAN CIRCLE, HIGH POINT, according to the plat thereof, as recor~ed in Plat Book 4, Pa~e 96 oC .the p~bIic recor.ds of Monroe County, Florida, IRgr~ fylly Book 4, Page 96 among the public records of Monroe County, Florida, more particularl n~ nil / as follows: Beginning at the Southeast corner of Lot 1, Block 1, on the North s' of High Poi~ Road, according to said Plat of High Point and run North on the East' of said Block 1, a distance of 276.2 feet to the Northeast corner thereof, thence ru est on the North line of said Block 1, a distance of 285.26 feet; thence ~n South alon e dividing line be~een Lo~ 6, 7.. 8, ~ and Lots 9, 10, and 11 of said Block 1, a dIStance 5.86 feet to the North Side of High Pomt Road as shown on said Plat of High Point ce East on the said North line of High Point Road a distance of 280.44 feet to the P' of Beginning. Note: The above descripti . ambiguous in that it starts by descnbing Lots 1 through 12, Block 1 of High Point s . ion and then proceeds to more fully descnbed these lots by metes and bounds. Th iguity is in the fact that the metes and bounds description encompasses only Lots 1 thr 8, inclusive, Block 1. This survey has encompassed Lots 1 thr~)Ugh ~2, Block 1 along " , ~ htle. PARCEL "B" A portion of "Randal Adam's Subdivision" as recorded in Plat Book 1, at Page 110 of the public r.ecords of Monroe County, Florida, being more particularly descnbed as follows. Commencing at the most Northerly and more Easterly corner of Block 1 of "High Point" as recorded in Plat Book 4 at Page % of the public records of Monroe County, Florida, said point being coincident with the most Southerly and most Easterly corner oC Tract C of "Lysiloma" as recorded in Plat Book 5, at Page 115, of the public records of Monroe County, Florida, run Southerly along the most Easterly line of the said Block 1, of "High Point" for 20.00 feet to the point of Beginning of the herein described parcel; thence continue Southerly along the said Easterly line for 220.14 feet; thence deflect 139 degrees 46'20" left and run Northeasterly for 3250 feet to a point 21.00 feet Easterly of (as measured on a perpendicular) the said Easterly line of Block 1; thence deflect 40 degrees 13' 40" left and run Northerly along a line parallel to the said Easterly line of Block 1 for 195.38 feet; thence deflect 90 degrees 08'37. left and run Westerly for 21.00 feet to tbe Point of Beginning: subject however, to an easement in favor of the Grantor herein for any part of the legal description of recreation lands and facilities for Plantation Villas, a condominium, which is recorded in Official Records Book 618, at Page 348 of the public records of Monroe County, Rorida, which may encroach on the Southerly part of the above parcel. PARCEL"C" A portion of Lot 9 of "Randal Adam's Subdivision" as recorded in Plat Book I, at Page 110 of the public records of Monroe County, Florida, being more particularly descri~e~ as f?l1~ws: Commencing at the most Northerly and most Easterly comer of Block I, of ~Igh P~mt .as recorded in Plat Book 4 at Page 96 of the public reconh of Monroe County, Flonda, said pomt being coincident with the most Southerly and most Easterly comer of "Lysi!oma" as recorded in Plat Book 5 at Page 115 of the public records of Monroe County, Florida, run Southerly along tbe most Easterly line of tbe said Block 1 of "High Point" for 20 feet; thence deflect 90 degrees 0837" \eft and run Easterly for 45.05 feet; thence deflect left and run North 2 degrees 34'14" East for 250.02 feet; thence North 87 degrees 25'46" West for 45 feet to the Easterly.line of Tract C of "Lysiloma" as recorded in Plat Book 5 at Page 115 oC the public records of Monroe County, Florida; thence South 2 degrees 34'14" West along the East line of the aforesaid Tract C of "Lysiloma" and the East line of the aforesaid Block I, of "High Point" for 250.02 feet, more or less to the Point of Beginning. PARCEL an" (The conveyance for this parcel is for only that easement received by the Grantor in that Deed dated June 9, 1980, recorded in Official Record Book 812, Page 75, among the Public Records of Monroe County, Florida.) A portion of Lot 9 of "Randal Adam's Subdivision" as recorded in Plat Book 1 at Page 110 of the public records of Monroe County Florida being more particularly described as follows: Commencing at the most Northerly and most Easterly comer of Block 1 of "High Point. as recorded in Plat Book 4 at Page 96 of the public records of Monroe County, Florida, said point being coincident with the most Southerly and most Easterly corner of "Lysiloma" as recorded in Plat Book 5, at Page 115 of the public records of Monroe County, Florida, run Southerly along the Easterly line of said Block 1 of High Point for 20 feet; thence deflcct 90 degrees OS'37" left and run Easterly 45.05 feet to a Point of Beginning (P.O.B.); thence deflect left and run North 2 degrees 34'14" East for 250.02 feet; thence South 87 degrees 25'46" East for 15 fect; thence South 2 degrees 34'14" West along the East line of Parcel "C" for 250.02 feet; thence North 'in degrees 25'46" West for 15 feet to the Point of Beginning. PARCEL "E" A portion of Lot 9 of "Randal Adam's Subdivision", acrording to the plat thereof as recorded in Plat Book 1 at Page 110 of the Public Records of Monroe County, Florida being more particularly described as follows: From the Point of Beginning, (P.O.B.), which is the point of intersection of the Northwesterly right of way of U.S. 1 (Overseas Highway, S.R No.5) with the Southwesterly boundary line of a 20.00 feet wide roadway known as Lysiloma Lane, as shown on the Plat of "Iysiloma", recorded in Plat Book 5 at Page 115 of said public records; thence run North 46 degrees 55'01" West for 135.00 feet; thence run South 43 degrees 04'59" West for 65.00 feet; thence South 46 degrees 55'01" East a distance of 65.14 feet to the Point of Beginning. PARCEL "F' Part of Lot 12, "Randal Adam's Subdivision" on Plantation Key, according to the Plat thereof as recorded in Plat Book I, at Page lID, of the public records of Monroe County, Florida, more particularly described as follows: Commence at the Northwestern comer of the above said Lot 12, thence South 88 degrees 13'00" East along the Southerly right of way line of High Point Road, said Southerly right or way line being also the North line or said Lot 12 of .Randal Adam's Subdivision. for 130 feet to tbe Point of Beginning; thence continue South 88 degrees 13'00. East along tbe Southerly rigbt of way line of High Point Road for 275.44 feet; thence South 1 degree 47'00. West for 82 feet; thence North 88 degrees 13'00" West and parallel to the Southerly right of way line of High Point Road for a distance of 275.44 feet; thence at right angles North 1 degree 47'00" East for a distance of 82 feet to the Point of Beginning. PARCEL "G" (Conveyance of this parcel conveys only an easement received by Grantor in that Warranty Deed dated June 9, 1980, recorded in Official Record Book 812, at Page 78, among the records of Monroe County, Horida) . The North 112.5 feet of Lot 12 and the South 1125 feet of Lot 12, of RANDAL ADAM'S SUBDMSION, on Plantation Key, according to the Plat thereof. as recorded in Plat Book I, Page 110 ~f the Public Records of Monroe County, Florida; less the Westerly 130 feet tbereof, but grantmg to the Grantee an easement for egress and ingress across the Easterly 30 feet of the said Westerly 130 feet, but reserving to the Grantors the Southerly one-half or the said Easterly 30 feet of the Westerly 130 [eet for so long as the Grantors occupy the Westerly 130 feet of said property, and at such times as the Grantors no longer occupy said Westerly J30 feet, then said easement for egress and ingress shall consist of the entire Easterly 30 feet of the said Westerly 130 feeL