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03/20/2002 Agreement CLERK OF THE CIRCUIT COURT MONROE COUNTY BRANCH OFFICE MARATHON SUB COURTHOUSE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 289-6027 PAX (305) 289-1745 MONROE COUNTY COURTHOUSE 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 PAX (305) 295-3663 BRANCH OFFICE PLANTATION KEY GOVERNMENT CENTER 88820 OVERSEAS InGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 PAX (305) 852-7146 MEMORANDUM DATE: April S, 2002 TO: James Hendrick County Attorney ATTN: Jan Hotalen, Assistant County Attorney's Office PamclaG.Hanr~ Deputy Clerk a FROM: At the March 20, 2002, Board of County Commissioner's meeting the Board granting approval and authorizing execution of an Agreement for the Purchase of Lands between Monroe County and Big Pine Key Joint Venture, a Florida general partnership to purchase the Mariners Resort Welcome Center building on Big Pine Key. Enclosed is a certified copy of the above mentioned for your handling. Should you have any questions please feel free to contact our office. cc: County Administrator w/o document Finance File.! MONROE COUNTY LAND AUTHORITY 1200 T~UM^N AVI\NIJI1, 5111TH 207 · KEY WF.ST, fl.ORIDA 33040 PHONE (305) 295-5180 · PAX (305) 295~5l81 February 13, 2002 Mr. William P. Gregoryt Esquire 715 West Swann Avenue Tampa, FL 33606 Re: Big Pine Key Joint Venture Dear Mr. Gregory: This letter will confirm our conversation yesterday regarding the purchase of your client's property on Big Pine Key. The Buyers will provide reasonable notice prior to entering the property pursuant to contract Paragraph 4. The cost of all reports, inspections, and title work ordered by the Buyers as due diligence shall be borne by the Buyers, regardless of whether the transaction closes. The Seller's responsibility to remove trash and debris from the property will not require the Seller to demolish and dispose of the buildings on the property. The remaining issues we discussed are addressed in the enclosed revised contracts. Please have the contracts signed as soon as possible. 1:e~, (L Mark J. Rosch Executive Director cc: Brian Schmitt GO'd GOO'oN 817:6 GO,~l 83.:1 T8TS-S6G-so~:aI ^lI~OHln~ aN~l "J"W 02/13/2002 WED 11:00 FAX 813 253 2047 WILLIAM P GREGORY PA I4J 008/011 AGREEMENT FOR THE PURCHASE OF LANDS THIS AGRE.e.MENT Is made and entered into this I j-tL day of p:::js13/V-Ji+<<f J 2002, is by and between Big Pine Koy Joint Venture. a Florida general partnership hereinafter style the Seller(s), for themselves, their heirs, executors, administrators, successors and'- 0 asslgMs. 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 COUNiY, the receipt of which is hereby acknowledgedl the Seller(s) agree to $ell to the COUNTY certain lands upon the terms and conditions hereinafter set forth, and for the price of $338,895.00 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 as followsj to-wit: Block 1S, Lots 1. 2, and 3, Sands Subdivision (PB 1-65) RE# 301500-000000 and 301520-000000 Said conveyance shall include all documents the Seller(s) possess pertaining to the property. including but not limited to architectural plana, drawings, renderings and models; engineering plans, drawings, models, and specifica.tlons; litigation, legal opinions, and legal correspondence: environmental assessments and reports; traffic surveys and reports; consultant's reports; expert's reporte: work papera; and pennltsr applications, and consents. 2. The Saller(s) agree that they have full right, power ~l'1d authority to ~onvey, 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 re6er\lation5~ Existing easements of public record for canals, ditches, flumes, pipelines, railroads, pubHc highways and roads, telephone, telegraph, power transmission lines and public utilities. The COUNTY, at th.e COUNTY'S expense, within the time allowed to deliver evidence of title aMd to eX<lmlne same, may have the real property surveyed and certltled 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 governmenta.l regulations, the same shall constitute a title defect. Seller(s) shall convey a marketable title subject only to the aforementioned liens, encumbrances, exceptions or Clualifiealion 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 sixly (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 speelfled time period, notify Seller(s) in writing specifying defect(s). If the defect(s) render title unmarkEltable the Seller(s) will have one hundred twenty (120) days from receipt of notice within which to remove the 1 lO'd lOO'ON lS:6 ZO.~l 8:3.:1 !81S-S6l-S0~:aI ^lI~OHln~ aN~l "J'W 02/13/2002 WED 11:00 FAX 813 253 2047 WILLIAM P GREGORY PA I4J 009/011 defect(s), failing which the COUNTY shall have the option of either accepting the! tille a:;; 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. The Sell e r(s) will, if title is found unmarketable, USB diligent effort to correct defect(s) in title within the tima providecl therefore, including the bringing of necessary suits. 3. The Seller(s) further agree '1ot 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 COUNn' by reasons of the unauthorized cutting or removal of products therefrom, or because of fire, shall be oorne by the Seller(s)i .and that, in the event any such loss or damage occurs, the COUNTY m:lY refuse, without liability, to accept conveyar'1ce of said lands, or It may elect to accepl conveyance upon an equitable adjustment of the purchase price. 4, The Seller(s) further aeree that dl.lring 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 01 said lends and the resources upon them. The Seller(s) hereby waive their rights to any and all claims against the COUNTY assoc:lated with, or arising from ownership of, said lands and this waiver shall survive closing. 5. 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 sLlch 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 reselVations 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 $338,895.00. The COUNTY further agrees thal, 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 accoLlnt 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 SL/ye~s attorneY's fees, and title insurance, as well as the prorata share 01 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. The Seller(s) shall pay the expenBes of documentary stamps to be affixed to the deed and the removal oftrash 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 reserv~tion9 !ltat~d In Section 2 above. 7. It 18 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 posse~sjon 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. 2 ~~'d ~OO'oN ~S:6 ~O,~l IEl.::J "t8TS-S6~-so~;aI A1I~OHln~ aN~l .J'~ 02/13/2002 WED 11:00 FAX 813 253 2047 WILLIAM P GREGORY PA I4J 010/011 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 understood and agreed that notice of acceptance of this agreement shall be given to the Seller(s) by mall addrelS13.ed to the Seller(s) at the following address: c/o William P. Gregory, Esquire 716 West Swann Avenue Tampa, FL 33606 Phone: (813) 251-8631 Local Agent: Brian Schmitt, 743-5181 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 paragr:Jph 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 si:<.ty (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 0' this agreement, "hazardous materlalsjl shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which hs regul3ted by any environmentsl 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 0' 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 local laws, 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. If the Sellar(s) wish to proceed with this transaction, the Seller(s) have until February 15, 2002 to sign and return this agreement to the COUNTY. 15. It is the COUNTY'S Intent to purchase the subject property as an offlce buildIng. Notwithstanding any provision of this Agreement to the contrary, the COUNTY, at its sole option, shall have the right to termin~te this Agreement at any time for any reason d~rin9 the one hundred twenty (120) day due diligence period resultIng trom Paragraphs 2 and 13. If this transaction fails to close withIn one hundred eighty (180) days of the effective data of the Agreement, the Seller's shall have the right to terminate the Agreement. The closing of this transaction is contlngent on the prior or simultaneous closing of the Seller's sale of Tract A, Whispering Pines #3 in accordance with Seller's purchase agreement with the Monroe County Comprehensive Plan Land Authorlty. 3 60'd ZOO'oN ~S:6 zo , ~ 1 EI:3~ 't81S-S6Z-S0~:aI ALI~OHln~ aN~l .J'W 02/13/2002 WED 11:01 FAX 813 253 2047 WILLIAM P GREGORY PA I4J 011/011 IN WITNESS WHEREOF, the Seller(s) have hereunto signed their names and affixed their respective seals on the clay first above written. with the understanding ihat this Agreement for Purchase r;;~nnot be executed by the COUNTY until after it is reported to it for its consideration, and therefore the Seller(s) for and in consideration of the Ten Dollars ($10.00) hereinabove acKnowledge as received, have and do hereby grant unto the COUNTY or ita authorized representative, or any other office or agent of the COUNTY authorized to purchase said lands, the option and right to enter into this Agreement for Purchase within 'sixty (60) days from the execution thereof by the Seller(s), and to purchase salc:llands as herein provided. Big Pine K$Y Joint Venture Se rl {} y.' A-u IE!J .:.z;;;TFK.p)I4-(7o"u1f-L )l Sa~ J~,pfu0""'en /1c;;c.t/It..J~1 ~c. &6tt>>~ /3 12002 The MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, acting by and thro~h its ~. ~'i" ,. ".' ~.. '..' YOR, has executed this agreement on behalf of MONROE COUNTY this z.~#t. day , " " .., , 2002. ,/fe, /<} V{~';,"\,.' ((~ '~~Ji$E. CLERK \~\~' ,~~.~~/,> ~'O' ~-...-;;.-- MONROE COUNTY G~ r...:J 3: <= '"T1 0 0 <= l'-oo,;) r ::z J> ::0 -.' '> I"T1 OP2~ " 0 I"l1 :::r::: ._": ::=t:J n' r' I '"T1 00' c.n 0 s: ;0 ;::l.~ ::0 Z. C) " :::0 -lo' :<-1::r:: ::J:: rT"l 'J> N ("") " C"J 0 r- I"l1 :::0 :t>- o \.0 0 4 O~.d ~OO'ON VS:6 c;o.~t 83.::J t8IS-S6~-so~:aI A1I~OHlnH aN~l 'J'W