05/15/2002
Clerk of 11Ie
Circul coun
Danny L. Kolhage
Phone No. 305-292-3550
Fax No. 305-295-3663
Memnrandum
To:
Mark Rosch, Executive Director
Land Authority .
Isabel C. DeSantis, Deputy Clerk ~.J
From:
Date:
May 28, 2002
At the BDCC meetin ofMa 15 2002 the Board directed the:::::r.~r::iHifi8Jn)fa
Attached hereto are two (2) duplicate originals of the Agreement for the
Purchase of Lands for your handling.
Copies: Finance
County Attorney
-../ File
AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this / 5th day of .Ma. V
and between /
, 2002, is by
LEF/Key Largol L.L.C'l a Florida limited liability company
hereinafter style the Seller(s), for themselves, their heirs, executors, administrators, successors and
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(s) agree to sell to the COUNTY certain lands upon the t~rms and
conditions hereinafter set forth, and for the price of $8111681.90 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 as follows; to~wjt:
See Attachment A
RE# 87100~000100 and 87100~000200
2. 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 of public record for canals, ditches, flumes, pipelines, railroads, public
highways and roads, telephone, telegraph, power transmission lines and public utilities.
The COUNTY, at the COUNTY'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
COUNTY shall have sixty (60) days from the effective date of this contract to examine title. If title
is found defective, the COUNTY 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 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 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 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.
4. 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.
5. The Seller(s) will execute and deliverl ueon dellwnd of the proper officials and agents of the
COUNTY a good and sufficientsd'leccf~~~~~c6nveying 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-af-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.
6. In consideration whereof the COUNTY agrees that it will purchase all of said lands and other
interests at the price of $811,681.90. 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 $eller(s) the
purchase price by a check drawn on the account of the COUNTY. 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, 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 COUNTY, or the effective date of possession of $uch real
property by the same, whichever is earlier. The Seller(s) shall pay the expenses of documentary
stamps to be affixed to the deed. Full possession of the premises shall pass to the COUNTY as of
the date payment is made to the SeJler(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 COUNTY will be obtained by
the COUNTY at its expense. The Seller(s) expressly agree herein to furnish to the COUNTY 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.
8. It is mutually understood and agreed that the COUNTY may assign this contract.
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 COUNTY, whether or not such taxes and assessments are then
due and payable.
10. It is mutually unde~8tood and agreed that notice of acceptance of this agreement shall be given to
the Seller(s) by mall addressed to the SeJler(s} at the following address:
2
LEF/Key Largo, l.L.C
637 Oestacada Avonue
Coral Gables, FL 33156
Attention: David A. Friedman, Vice Presidont
Phone: (305) 987-9815
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
COUNTY has signed this agreement.
13. The COUNTY shall have sixty (60) 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. 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. 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. 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 Property necessary to bring the
Property into full compliance with any and all applicable federal, state or locallaw$, failing Which
the COUNTY shall have the option of either accepting the property as it then is or rescinding the
contract herein; thereupon the COUNTY and the Seller(s) shall release one another of all further
obligations under this Agreement.
14. This Agreement shall not be binding unless executed by May 25,2002 by both parties.
15. Notwithstanding any provision of this Agreement to the contrary, this transaction shall be closed
and the erosing documents delivered on or before June 25, 2002. failing which either party shall
have the right to terminate this Agreement.
.3
IN WITNESS w~~:e Seller(s) have hereunto signed their nameeand affixed their respective
seats on the day . . written, wittrttreulldel'.s1al1diugthat this Agreementior F!urchase cannot
be executed by the COUNTY until after it is reported to it for its 'COnSideration, and therefore the
Sefter(s) for and in ~ratiOA of the 'ran -~ra{$ULOO) hereiOabove acknowtedge as received,
have and do hereb~grant unto the COUNTY or its authorized representative, or any other office or
agent of the COUMTYauthoriuld to purchase,.said land.&.- the option and right to enter into this
Agreement for Purchase within sixty (60) days from the execution thereof by the COUNTY, and to
purchase said lands as herein provided.
l.EFlKey Largo,'L.~.a FlorldaJJmlte.dJJabUf4t.company
,2002
The MONROE c~JtrrY BOARD OF COUNTY COMMISSIONERS, acting by and thro':!l.l.' its
CHAIRMAN/MA YOR, has executed this agreement on behatfof MONROE COUNTY this /5' day
of A1al/ ,,2002.
/
A TTEST:~.c--~ . MONROE COUNTY
OANN~ '5' - ~ LERK
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By: Deputy Clerk
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A11 of the 'portion of Lot 30, ofthc r .F. Jenkins Plat made for Model Land Company as recorded
in Plat Book 1, Pngc 63 of the Public Records of Monroe County, Horid<l;, all lying in Section 28,
Township 61 South, Range 39 East and Easterly of U.S. Il1ghway One (1).
a/kJa. All that part of Lot 30 oC Section 28, Township 61 Sout~ Range 39 East, lying Easterly of
a lino which is parallel to and 70 feet distal;t Easterly of and measured at right angles to the
centerline of the FJ9rida Ea5t Coast Railway right-or-way as said right-of-way was laid out over
and across said lands, according to survey made by P.F. Jenkins, and plat tl,ereof recorded in Plat
Dook 1 at Page 68 ofthe PubJicRecords of Monroe County, Honda. REI 00087100~OOOlOO
and
All of IJot 31 and that portion of Lots 22 and 23 lying Southeasterly of Old State Road 4-A.
Model Land Company, Section 28, Township 61 South, Range 39 East, according to the Plat '
thereof: as recorded in PJ~t Book I, pa.ge 68 of the Public Records of Monroe Counly, Florida
RE I000871pO-000200