HomeMy WebLinkAboutItem P3 P3
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
June 18, 2025
Agenda Item Number: P3
2023-4062
BULK ITEM: Yes DEPARTMENT: Administration
TIME APPROXIMATE: STAFF CONTACT: Christine Hurley
No
AGENDA ITEM WORDING:
Approval of a contract to purchase South Cliff Estates housing project with a sales price of
$7,310,875.00 plus reimbursements for closing costs totaling $210,773.08 for a total purchase price of
$7,521,649.08 [$6,867,100 of TDC Surplus for 11 units of employees of private sector tourism-related
businesses and $654,549.08 of Infrastructure Sales Surtax (Fund 304) to purchase 1 unit] subject to
County Attorney approval of the final agreement. Because the purchase price exceeds the average of the
2 appraisals, this contract requires a super majority vote.TIME APPROXIMATE 9:45 A.M.
ITEM BACKGROUND:
Staff proposes purchasing the entire project with 12 complete, occupiable units in 3 buildings. These
units will have Temporary Certificates of Occupancy (TCOs) at closing. The purchase contract
includes the entire property, along with 12 constructed dwelling units and including 16 additional
affordable ROGO allocations for the yet to be constructed 16 remaining units of the developer's original
plan. The County intends to develop the remainder of the units when resources (either MCHA or
County) allow.
Funds for the purchase are from the Affordable Tourism Housing Program (DAC IV & DAC V
allotments for private sector tourism related workforce housing) ($6,867,100) and the remainder from
the infrastructure sale surtax ($654,549.08). Eleven(11) of the twelve(12)units will be reserved for
employees of private sector tourism-related businesses as defined in Monroe County Resolution 544-
2024 and one (1)will be reserved for a County employee rental unit.
The purchase price is comprised of the following elements:
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$7,310,875.00 Original Purchase and Sales Agreement
$ 39,614.58 Payment made to KLWTD by seller
$ 53,200.00 Engineering spent on MC change order "Raise Buildings
onto 8ft Columns"
$ 117,959.50 Payment made to FKAA by seller
$7,521,649.08 TOTAL
The purchase price is greater than the average of the two appraisals received on the property. Therefore,
a supermajority vote is required to approve this contract. F.S. 125.355(1)(b).
The document attached to the item at agenda deadline is not final since the final terms are still being
negotiated. If a finalized agreement is reached prior to the BOCC meeting, a final agreement will be
substituted for the version that is attached.
PREVIOUS RELEVANT BOCC ACTION:
August 21, 2024—BOCC approved ILAs with FKAA and KLWTD for deferred payment plans for the
utility system development fees should the contract for Sale/Purchase of Southcliff Estates be approved
on July 2221, 2024 close as scheduled by December 2024.
July 17, 2024—BOCC approved and gave direction to staff with respect to a pending purchase and sale
contract and a leaseback agreement with South Cliff for the purchase of real property, in Key Largo.
May 15, 2024 —BOCC approved a purchase and sale contract and a leaseback agreement with South
Cliff for the purchase of real property, in Key Largo, which will consist of twenty-eight(28) affordable
housing units and one (1) office and will be constructed in phases.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
GPJ 6/3/25 -per JM, all units to be completed prior to closing date. no further construction work
covered by this agreement. title commitment in hand. approving without contractor insurance
requirements on that basis.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
2286
Complete—with—Docusign CONTRACT—DRAFT—SIGNED.pdf
FINANCIAL IMPACT:
The total cost of the contract is $7,521,649.08.
FY25 Cost is $7,521,649.08
The funding is from:
$5,347,920.00 TDC DAC V workforce housing allocation (FUND 317)
$1,519,180.00 TDC DAC V workforce housing allocation (FUND 317)
$ 654,549.08 Infrastructure Sales Surtax (FUND 304)
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PURCHASE AND S ALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the
day of , 2025, by and between SOUTH CLIFF HOLDINGS LLC, a Florida limited liability
company ("Seller"), and MONROE COUNTY, Florida, a political subdivision of the state of Florida
('Purchaser").
In consideration of the mutual covenants and promises set forth in this Agreement and other good and
valuable consideration,the receipt and sufficiency of which are acknowledged by the parties to this Agreement,the
parties agree to the following terms and conditions.
1. PURCHASE AND SALE. Subje t to the terms of this Agreement, Seller agrees to sell to
Purchaser and Purchaser agrees to purchase from Sell r the following property(collectively,the"Property"):
1.1 That certain real property located at 95295 Overseas Highway, Key Largo, Florida and
shown and legally described as attached hereto and male a part hereof as Exhibit A, identified by the Monroe
County Property Appraiser as Parcel ID No. 00484390-000000 and more particularly described in Exhibit A (the
"Realty");All, development entitlements, including but not limited all deposits, licenses, permits, plans and
specifications,renderings,ROGO allocations, development approvals,buildings, structures and other improvements
situated on the Realty together with those certain improvements to be constructed on the Property as set forth more
particularly herein(the"Improvements");
1.2 All strips, gores, easements, privileges, rights-of-way, riparian and other water rights,
rights to lands underlying any adjacent streets or roads, and other tenements, hereditaments and appurtenances, if
any,pertaining to or accruing to the benefit of the Realty or Improvements or other property described above.
2. EFFECTIVE DATE. The date of this Agreement,for purposes of performance,shall be the
date when the last one of Seller or Purchaser has sign' d this Agreement, as stated on the signature page (the
"Effective Date").
3. CLOSING. Subject to other provisions of this Agreement for extension, closing on the
transaction described in this Agreement (the "Closing") shall be June 30, 2025 (the "Closing Date") or an earlier
date agreed to by the parties. The Closing may take place through a so-called "Mail-Away" closing, it being
understood that neither Seller nor Purchaser nor their respective counsel need be physically present at Closing so
long as all documents that are required to be delivered at Closing are fully executed, delivered in escrow to the
Escrow Agent, Oropeza, Stones & Cardenas, PLLC, and available on the date of the Closing, and an authorized
signatory of the affected party is available either in person or by telephone and e-mail at Closing.
4. DEPOSIT.
4.1 The Parties have intentionally omitted a deposit from this Agreement and acknowledge
sufficient and good consideration for entry into this Agreement.
5. PURCHASE PRICE. The total purchase price (the 'Purchase Price") to be paid by
Purchaser to Seller at closing for the Property is SEVEN MILLION THREE HUNDRED TEN THOUSAND
EIGHT HUNDRED SEVENTY-FIVE AND 00/100 iDOLLARS ($7,310,875.00)
6. APPROPRIATION CONTINGENCY. The Purchaser shall not be in default of this
Agreement in the event that Purchaser is not approp dated the funding necessary to make the Purchase Price to
the Seller. In the event that the Purchaser does not eceive appropriation of the funds necessary to satisfy the
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Purchase Price then Purchaser shall be entitled to terminate this Contract and shall be relieved of all obligations
herein.
7. TITLE EVIDENCE. Purchaser s all order an ALTA owner's marketability title insurance
commitment(the "Commitment"),for the benefit of 3urchaser,with fee owners title policy premium to be paid
by the Purchaser, issued by a nationally recognized title company (the "Title Company"). The Commitment
shall show Seller to be vested with good and marketable.and insurable fee simple title to the Realty,insurable in
an amount equal to the allocated Purchase Price, at standard rates, free and clear of all liens, encumbrances,
leases,tenancies, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting title,
including but not limited to open or unclosed permits and notices of code violations, except the following (the
"Permitted Exceptions"):
7.1 Ad valorem real estate taxes fo 2025 and subsequent years;
7.2 All applicable zoning ordinanc s and regulations;
7.3 Matters to which Purchaser shall not have timely objected.
7.4 Liens or claims for impact fees)due Florida Keys Aqueduct Authority and the Key Largo
Waste Treatment District arising out of or related to the Property or the Development of the Property.
Purchaser shall also order a municipal lien search satisfactory to Title Company(the "Lien Search")reflecting any
governmental liens, utility payments due, open or uncl osc d permits, code violations, and similar matters; any items
reflected in the Lien Search shall be deemed "Title Defects", deemed below. Purchaser shall be responsible for
payment of the Lien Search.
i
8. SURVEY. Purchaser may order ati Purchaser's expense, a survey certified to Purchaser and
Title Company (the "Survey"). If the Survey shall r�flect any encroachments, overlaps, unrecorded easements
or similar rights in third parties, or any other advers ee matters not specifically provided for in this Agreement,
other than the Recorded Restrictions,then the same shall be deemed Title Defects.
9. TITLE DEFECTS.
9.1 Purchaser shall have until the end of the 5,h day of the Investigation Period to examine the
Commitment (which shall include the Recorded Restrictions), the Lien Search and the Survey. If Purchaser fords
title to be defective, Purchaser shall, no later than the end of such Investigation Period, notify Seller in writing
specifying the title defect(s) ("Title Defect(s)"). If Purchaser fails to give Seller written notice of any title defects
before the expiration of the Investigation Period, the defects (if any) shown in the Commitment, Lien Search or
Survey to which objection has not been given shall be deemed to be waived as title objections to closing this
transaction.
9.2 If Purchaser has given Seller timely written notice of Title Defect(s) and the Title
Defect(s) render the title other than as represented or roquired in this Agreement, Seller shall use commercially
reasonable efforts to cause such defects to be cured by the Closing Date.
9.3 The Commitment, Lien Search and Survey may be updated prior to Closing and, as
updated, shall confirm no change in the status of title in Seller and no new exceptions to title. In the event such
update shall reflect the existence of Title Defect created by any party other than Purchaser,then such matter shall be
deemed a Title Defect to which the Purchaser may object and the provisions of this Section 9 shall apply.
9.4 If Seller does not eliminate the TitleDefects as of the Closing Date, or if any new "Title
Defects" are created by any party other than Purchaser of er the effective date of the Commitment, the Lien Search
or the Survey, respectively, through the Closing Date, which Seller does not eliminate as of the Closing Date,
Purchaser shall have the option to:
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9.4.1 Close and accept the title"as is", without reduction in
the Purchase Price and without clail,�:t against Seller f'or such Title Defects(except for any lien
that can be removed by the payme�t of money or bonding,for which credit shall be given to
Purchaser at the Closing); in such e ent the Closing shall take place ten(10)days after notice
of such election,or on the Closing Date,whichever is later;or
94
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���n�iM z-� =1i�;�-� ��^,�-����t��z��r�a�-�-�� - k�;��.�-l��r�;ll� Pw� h�E� 19 ����ir�-➢���W-i��ra�, a� -i���-�T-al �ii=ila�al
9:4-39_�(,,.;,,,,,,,,,,,,,,,,_,Cancel this Agreement, in which event both parties
shall be released from all ;furthest obligations under this Agreement, except for matters
specified,or which by their nature t e intended,to survive the termination of this Agreement.
10. LEASES RECORDED RESTRI&IONS AND SERVICE CONTRACTS.
10.1 Seller represents and warrants o Purchaser that there are no leases or tenancies, or other
occupancies,whether written or oral,affecting all or any portion of the Property.
10.2 Seller represents and warrants to Purchaser that there are no service contracts affecting
the Property—other than 13arsses Alarm mortstorvr2a.,,,,,
11. INVESTIGATION PERIOD.
11.1 Within three (3) days followin-, the Effective Date, Seller shall deliver to Purchaser the
copies of reports or studies, if any, in possession of the feller which concern any environmental conditions on the
property or which address the suitability of the Realty for development. During the Investigation Period, and
thereafter until Closing or this Agreement is terminated, Purchaser shall have the right to conduct, at Purchaser's
expense, whatever reasonable non-invasive investigation analyses and studies of the Property that Purchaser may
deem appropriate to satisfy Purchaser with regard to the p rchase of the Property.
11.2 Purchaser understands and agrees that any onsite inspections of the Property shall be
conducted upon at least twenty-four (24) hours' priori notice to Seller. Such physical inspection shall not
unreasonably interfere with the use of the Property by Seller or its tenants nor shall Purchaser's inspection damage
the Property in any respect, ordinary wear and tear excepted. Seller shall cooperate with Purchaser in its due
diligence but shall not be obligated to incur any liability or expense in connection therewith.
11.3 Purchaser and its agents or representatives who enter upon the Property for inspection
shall be adequately covered by policies of insurance insuring Purchaser and Seller against any and all liability
arising out of Purchaser's or its agents'or representatives' ntry.
11.4 If Purchaser is dissatisfied, f an reason and in Purchaser's exclusive judgment, with
Initial y j� g
the result of Purchaser's investigations, or for no reason, then Purchaser may cancel this Agreement by notifying
� � Seller of such cancellation on or before 5:00 p.m. eat time on or before-the fifte-en -
uNRd;^, 17, 102,: day (assuming it is a business day, otherwise on the next ensuing business day) following the
Effective Date (the"Investigation Period"), both parties shall be released from all further obligations under this
A eement exce t those which are s e � d o which b their nature are 'Add to survive the tto ination o f
tAs Agreement. pif Purchaser notift�s el�er tlriat it wl hes to terminate this Agreement, then Pur�c aser shall
be deemed to have terminated this Agreement. If Purchaser fails to no% Seller in a timely manner that it
has terminated this
Agreement,Purchaser shall be deemed to have elected tol ccept the Property in "as is"condition as of the last date
of the Investigation Period, subject to the conditions prece ent described in Section 13.
11.5 The provisions of this section shall survive the Closing or earlier termination of this
Agreement.
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I L6 Purchaser shall have the right to do a pre-closing walk through within forty-eight (48)
hours from the Closing Date, Purchaser shall be entitled to walk-through each unit and confirm the Property and
improvements along with all appliances and systems.(_nS.ml:aesthet cs:'J_are functioning in the same manner as during
the Effective Date,
12. SELLER'S REPRESENTATIONS,WARRANTIES AND COVENANTS.
12.1 Seller represents and warrants to Purchaser and covenants and agrees with Purchaser as
follows:
12.1.1 Seller is not a foreign person within the meaning of
Section 1445(f) of the Internal Revenue Code, and Seller agrees to execute any and all
documents necessary or required by the Internal Revenue Service or Purchaser in connection
with such declaration(s);
12.1.2 Seller has received no written notification of
(i)existing or pending improvemc nt liens affecting the Property; (ii)violations of codes
and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations,
orders or requirements affecting the Property; (iii)existing,pending or threatened lawsuits or
appeals of prior lawsuits affecting the Property; (iv)existing, pending or threatened
condemnation proceedings affecting the Property or Seller; and (v)existing, pending or
threatened zoning,building or other moratoria, downzoning petitions,proceedings,restrictive
allocations or similar matters that could affect Purchaser's use of the Property;
12.2 Seller covenants and agrees that during the period between the date this Agreement is
executed and the Closing Date, Seller shall perform and o�serve the following covenants and obligations:
12.2.1 1 Seller agrees to continue to operate, manage and
maintain the Property through the Closing Date in the ordinary course of Seller's business
including making all repairs and re lacements needed.
12.2.2 1 Seller shall comply with all laws, rules, regulations
and ordinances of all governmental Iauthorities having jurisdiction over the Property.
12.2.3 All invoices for construction services,including labor
and materials, shall be paid in full)at or prior to Closing, and there shall be no asserted or
recorded mechanics' or materialme�'s liens on or affecting Seller's interest in the Property
on the Closing Date.
12.2.4 Seller shall maintain insurance in the current amounts
through the date of the consummation of the Closing.
12.3 The provisions of this section and all other representations, warranties and covenants of
Seller shall survive for a period of twe h eJ,_1 2),nou����u�alter the Closing Date.
12.4 EXCEPT AS EXPRESSLY ET FORTH IN THIS AGREEMENT OR IN THE
CLOSING DOCUMENTS,IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO
PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL
FAULTS".EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN
ANY CLOSING DOCUMENTS. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS
CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, THE PHYSICA AND ENVIRONMENTAL CONDITIONS THEREOF,
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY
AND THE EXISTENCE OR NONEXISTENCE OR CU ATIVE ACTION TO BE TAKEN WITH RESPECT TO
ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL
RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF
SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH
IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS.
12.5 The provisions of this section shall survive the Closing.
13. CONDITIONS PRECEDENT.
13.1 An express condition precedent to Purchaser's obligations to close this transaction is the
truth and correctness in all material respects of all of Seller's representations and warranties and the fulfillment of all
of Seller's covenants in all material respects.
13.2 The following items are additional conditions precedent to Purchaser's obligation to close
this transaction:
13.2.1 The fulfillment of all of Seller's covenants (in all
material respects)as of Closing, including delivery of the documents to be executed by Seller
at Closing.
13.2.2 Purchaser shall receive marketable title subject only
to Permitted Exceptions;and
13.2.3 Issuance of a temporary certificate of occupancy
(TCO) for the three buildings currently under construction which comprise of twelve (12)
residential units(the"Initial Buildings").
13.2.4 j Confirmation from the Florida Keys Aqueduct
Authority(FKAA)and Key Largo Wastewater Treatment District(KLWTD)that all required
impact, connection and system development fees have been paid in full for the Property and
that the Property is connected to central sewer and water,i`otwitfist Windom,_i➢ne fQ(-,aorrl<p ugh
c,,:)nfinna al_ucun�..;fuouna 14U,WTD shall not be necessau iu.a_t61,future d v lcalrgsuent_c;n_tltn P��r11t�t�'..,
t11 21nRu aunc�. �narn by T I Wi;l[ as lilnu;ic_ai tea�,s; afv l i u_t�nugfl ted resi ltnbaiall units.
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13.3 In the event any of the foregoing conditions precedent are not fulfilled as of closing (or
earlier date if specified otherwise), then Purchaser shall have the option of either: (i) waiving the condition and
closing "as is", without reduction in the Purchase Price or claim against Seller therefor, or (ii) canceling this
Agreement by written notice to Seller given by Closing,in which event both parties shall be released from all further
obligations under this Agreement,except those obligation which expressly survive termination
14. DEFAULT BY SELLER.
14.1 If Seller's representations and warranties are not true and correct in all material respects
when made and as of Closing, or conditions precedent are not met as of Closing(or earlier specified date, if any), or
Seller fails to perform any of the terms and conditions!of this Agreement or is otherwise in default under this
Agreement or refuses to close hereunder and Purchaser is feady,willing and able to close,and such breach or default
is not cured within five (5) days after written notice from Purchaser to Seller, then Purchaser, at Purchaser's sole
option,may elect to:
14.1.1 Waive the default or failure and close "as is" with
equitable reduction in the Purchase rise;or
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14.1.2 Cancel this Agreement by written notice to Seller
given on or before seven(7)days a'er the Closing Date;or
14.13 Seek specific performance of Seller's obligation to
execute the documents required to convey the Property to Purchaser and to duly close under
this Agreement.
14.2 The provisions of this section shall survive the Closing Date.
15. DEFAULT BY PURCHASER. In the event of the failure or refusal of Purchaser to close
this transaction, without fault on Seller's part and without failure of title or any conditions precedent to
Purchaser's obligations under this Agreement, Sell r shall have the right to seek specific performance of
Purchaser's obligations and duty to close under this Agreement.
16. PRORATIONS. Real estate and personal property taxes, insurance, cost and revenues and
all other proratable items shall be prorated as of the Closing Date. In the event the taxes for the year of Closing
are unknown, the tax proration will be based upon s ch taxes for the prior year and such taxes for the year of
Closing shall not be reprorated or adjusted when the tax bill for the year of Closing is received and the actual
amount of taxes is known.
17. IMPROVEMENT LIENS. Certified, confirmed or ratified liens for governmental
improvements or special assessments as of the Closing Date, if any, shall be paid in full by Seller-ca; t=or
Fa pending liens for governmental improvements or special assessments as of the
Closing Date shall be assumed by Purchaser, provided that where the improvement has been substantially
completed as of the Closing Date, such pending lien hall be considered certified. Liens or special assessments
which are being paid over periods of time but whits may be paid at once shall be considered certified and a
Title Defect, in their entirety, and shall be paid by Seller and removed from title. The provisions of this section
shall survive the Closing.
18. CLOSING COSTS. At the Closin�{g, Purchaser shall pay (i) title insurance search fee costs
and premium for the owner's title policy for Purchaser, (ii) the costs of the Survey, (iii) reimbursement to
Seller in the amount of Thirty Nine Thousand Six;Hundred Fourteen and 58/100 Dollars ($39,614.58) for
system development fees paid to the Key Largo Wastewater Treatment District. Additionally the Purchaser
shall assinne_a.11 luic.w assessment due tp hN 1 (i }Fifty-Three Thousand Two Hundred and 00/100 Dollars
($53,200 00) for engineering change order fees incu ed by Seller and (v) One Hundred Seventeen Thousand
Nine Hundred Fifty-Nine and 501100 Dollars ($117,1959.50) for system development fees paid to the Florida
Keys Aqueduct Authority. Seller shall pay for items or matters related to clearing any title defects or
marketability of title related matters. Each party shad bear the recording costs of any instruments received by
that parry, except that Seller shall pay the documentary stamps due on the deed of conveyance, the recording
costs on documents necessary to clear title and the cost to record the deed. Each party shall pay its own
attorneys' fees and cost. Any other closing costs shall be allocated in accordance with the custom in Monroe
County,Florida.The provisions of this section shall survive the Closing.
19. CLOSING DOCUMENTS.
1-9.l___ _.Seller shall convey tit e to the Property by good and sufficient Warranty Deed
subject only to the Permitted Exceptions ( ich, if Purchaser requests, shall not be specifically
enumerated); the deed shall specify that none of the Permitted Exceptions are reimposed by the deed.
Seller shall also deliver to Escrow Agent at the Closing all aoal cif its a� ��:b is a� th�
da.0 u� z e���.s�� � �a l „i...l ✓ as+� w � iva, a:llo �I
Standard seUer no J�enaffidavil
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lit.l.vy Consent,resolution to sell.
19.1.49 Flui'll of Sale.
19 1._.5_..._._Assig.jnLI,ent®F fti�u_tptu.i .f qu >fin, . upsu au
lU Fs _Notices of termination to teug,�inate al9 notices of
copmrnenceinent set forth_41 Schedule f31 of the title commitment attached hereto and
inco_l�u a ti_hria as Exhibit ,
-i.cr i 111Xi 7 Such othe.r a lga;taunent ..__u �tJred. to._° B11...__ the
ra r,q reni nts of Schedtfl 113 arfthc title co�mar iftnent atta.ched ku u_a trr�t�cf dn�a,ubi�rra_rt uC 1 aai ,irr
as Exhibit B.
19.2 Purchaser shall execute the closing statement and shall deliver the Purchase
Price by wire transfer to the Escrow Agent by :00 pm eastern time on the Closing Date, and Seller and
Purchaser shall each execute such other documents as are reasonably necessary to consummate this
transaction.
20. BROKER. The parties each repreE ent and warrant to the other that neither has dealt with any
real estate broker, salesman or fmder involved in connection with this transaction. If a claim for brokerage or
similar fees in connection with this transaction is mac e by any broker, salesman or finder claiming to have dealt
through or on behalf of one of the parties to this A eement, then that parry shall indemnify, defend and hold
the other party under this Agreement harmless from all liabilities, damages, claims, costs, fees and expenses
whatsoever (including reasonable attorneys' fees and court costs, including those for appellate matters) with
respect to said claim for brokerage. The provisions o this Section shall survive the Closing.
21. ASSIGNABILITY. Purchaser shall be entitled to assign Purchaser's rights and obligations
under this Agreement to an entity controlled by or udder common control with Purchaser, but such assignment
shall not release Purchaser of any of its obligations hereunder.
22. NOTICES. Any notices required�elivered
permitted to be given under this Agreement shall be in
writing and delivered by hand, electronic mail or by a nationally recognized overnight delivery
service, and addressed as described below or such other address as a party may designate from time to time in
accordance with this Section 22.All notices shall beldeemed effective: (a) on the date of delivery of delivered
personally, (b) on the date sent by electronic mail if sent during normal business hours on a business day, and
otherwise on the next business day, provided that in the case of electronic mail, each notice or other
communication shall be confirmed within one business day by dispatch of a copy of such notice pursuant to one
of the other methods described herein or(c) if dispatched via nationally recognized overnight delivery service,
on the later of(i)the first business day following the date of dispatch or(ii)the date of delivery by such service.
Notice to Purchaser: County Admi:nis ator
Monroe County,Florida
1100 Simonton Strreet
Key West,Florida 33040
Wilson-kevin@m nroecounty-fl.gov
With a copy to: County Attorney
Monroe County A ttorney's Office
1111 121`Street, Suite 408
Key West,Florid 33040
Shillinger-bob@ onroecounty-fl.gov
And
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
Gregory S. Orope a,Esq
Oropeza,Stones L Cardenas,PLLC
221 Simonton Street
Key West,Florida 33040
Greg@oropezastcnescardenas.com
Notice to Seller- South Cliff Holdi gs LLC,a Florida limited liability company
Francisco J.Pla,Authorized Member
1527 Shaw Drive
Key Largo,FL 33037
Frank 122162@y oo.com
With a copy to:
Notice to Escrow Agent: Gregory S.'Orope.,a,Esq
Oropeza, Stones&Cardenas,PLLC
221 Simonton Street
Key West,Florida 33040
Greg@oropezastenescardenas.com
23. RISK OF LOSS.
23.1 Upon receipt of an offer or any notice or communications from any governmental or
quasi-governmental body seeking to take under its power of eminent domain all or any portion of the subject
property, Seller shall promptly notify Purchaser of the receipt of same and shall send such communication,or a copy
of it,to Purchaser. Upon receipt of such notice, Purchaser shall have the right to rescind this Agreement by delivery
of written notice to Seller within thirty (30) days of Purchaser's receipt of the communication from Seller. In the
event Purchaser elects to rescind,then both parties shall be relieved of all further obligations under this Agreement.
In the event Purchaser elects not to rescind, then Purchaser shall be entitled to all condemnation awards and
settlements. Seller and Purchaser agree to cooperate wi'h each other to obtain the highest and best price for the
condemned property.
23.2 In the event that the Property damaged or destroyed by fire or other casualty prior to
Closing, Seller shall use commercially reasonable efforts o repair and restore the Property to the same condition as
before the fire or casualty,and the Closing shall be deferred for up to 120 days to permit such repair and restoration.
If Seller is unable to repair and restore within such 120-day period, then either Seller or Purchaser shall have the
option of canceling this Agreement, and both parties shall be released from all further obligations under this
Agreement except for those obligations which expressly'Cl survive such termination. If neither party elects to
terminate as aforesaid, then the parties shall proceed to osing, in which case Purchaser shall be entitled to all.
insurance proceeds and Purchaser shall receive a credit' at Closing in the amount of any applicable insurance
deductible.
24. RADON GAS NOTICE. Pursuant to Florida Statutes Section 404.056(6), Seller hereby
makes, and Purchaser hereby acknowledges,the follo'wing notification:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time.Levels of radon that exceed federal and
state guidelines have been found in buildings ings in Florida. Additional information
regarding radon and radon testing may be obtained from your county health unit..
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
25. MISCELLANEOUS.
25.1 This Agreement has been neg tiated and executed in Florida; it shall be construed and
governed in accordance with the laws of the State of Flori la,without application of conflicts of laws principles.
25.2 In the event any term or provision of this Agreement is determined by appropriate
judicial authority to be illegal or otherwise invalid, suc provision shall be given its nearest legal meaning or be
construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in
full force and effect.
25.3 If on the Closing Date insurance underwriting is suspended, and such suspension applies
to any insurance that Purchaser is acquiring in regard to tie Property Purchaser may postpone closing up to five (5)
days after the insurance suspension is lifted.
25.4 In the event of any litigation Detween the parties under this Agreement, the prevailing
parry shall be entitled to reasonable attorneys' fees. Wh ever provision is made in this Agreement for "attorneys'
fees," such term shall be deemed to include accountants' and attorneys' (including paralegals' and similar persons')
fees and costs, whether or not litigation is commenced, including those for appellate, bankruptcy, probate,
arbitration,mediation and collections proceedings.
z2 c ia zS� i nm s � � s l p gel �r n i r� ea4 1 i 1 r a t
25- 25.5 Whenever used in this Agree ent, the singular shall include the plural, the plural shall
include the singular, any gender shall include every other ind all genders,and captions and paragraph headings shall
be disregarded.
2 :725.6The captions in this Agreemen are for the convenience of reference only and shall not be
deemed to alter any provision of this Agreement.
i
2S R-25.7 Any reference in this Agreement to time periods less than six (6) days shall, in the
computation thereof, exclude Saturdays, Sundays, and legal holidays; any time period provided for in this
Agreement which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. EST time of the next
full business day.
25.8 This Agreement constitutes the entire agreement between the parties and may not be
changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of
such change would be sought. This Agreement may be executed in counterparts, which when taken together shall
constitute an entire agreement.
244025.9Time shall be of the es sence under this Agreement.
2 4-1-1-25.10 All references in this Agreement to exhibits, schedules, paragraphs,
subparagraphs and sections refer to the respective subdivisions of this Agreement, unless the reference expressly
identifies another document.
2 5.11 All of the terms of this Agreement, including but not limited to the
representations,warranties and covenants of Seller, shall be binding upon and shall inure to the benefit of the parties
to this Agreement and their respective successors and assigns.
2-5r4 25.12 Typewritten or handwIIIritten provisions which are inserted in or attached to this
Agreement as addenda or riders shall control all printed dr pretyped provisions of this Agreement with which they
may be in conflict.
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
26. WAIVER OF JURY TRIAL. Seller and Purchaser mutually agree that they waive all
rights to a trial by jury in the event of any dispute or court action arising from,growing out of,or related to,this
Agreement. The parties acknowledge that this waiver is a significant consideration to Purchaser to enter into
this Agreement.
27. COOPERATION. The.._P arties�.�Ljta to reasonabi° aaa jrca°aate with each_other to e fa,ctuaq,lt
the closing of the contemplated transaction. a ite-r-4
. t is '11 i,.l"�I t. i'a� N➢rar extent paav°swaa�.tcci l� &a�xw. fl�aaol�a��a �n�fl � ➢@ca Pla�dt-i�a.arl�
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ff tw:r�"9G°��$"w'a?�➢E�'4w V;�Y k'"*r:-d:)➢�.@�p„C Cr.��1,6'a71 G T4�a-(^�-, ��fl..➢-V#�A:➢�a���r.-�^$k-�-�fl����'�?:r�a�4"II-"J-V',';4-r�^r'a�a a 6�-u"�L��,C'IF$-�=4,—�'V➢1 a�fl1l_..ui➢�ti�,➢1-➢ :?-"e�E➢��144.''E�.., „.,:fl q:�.
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SELLER:
SOUTH CLIFF HOLDINGS LLC,a Florida limited liability company
By:
Name:Francisco J.pla
Title: Authorized ember
Dated: � 1
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
STATE OF FLO DA
COUNTY OF 0 I'l f4c,
The foregoing instrument was acknowledged before me, by means of[,physical presence, or [ ] online notarization,
this 577 day of Zyutj e , 2025, by Francisco J. Pla
as Authorized Member of Suth Cliff Holdings LLC, a Fl rida limited liability company who ' ersonally kno n to me
or has produced as identific 'on.
[Notary Seal]
Signature of Notary Public
EM
RUTH ANN BENNETTry Public State of Florida �--mm ss;on HH 13575aPrinted N e of Notary
omm,Expires Jul 31,2025rough National Notary Assn, 7/3
My Commission Expires: /A
SOUTH CLIFF HWINGS LLC,a Florida limited liability company
By:
Name: chard C.Riehl
Title:Authorized Member
i
STATE OF FLORIDA
COUNTY OF ✓
The fore oing instrume was acknowledged before me, �y means of[ ysical presence, or [] online notarization,
this day of 202 by Richard C. Riehl as Authorized Member of South Cliff
Holdings LLC, a Florida limited liability compan� who is ! 2 kn n to me or has produced
as identification.
[Notary Seal]
_ Signature of otary Public
RUTH ANN BENNETi'
a° Notary Public-State of Florida
Commission t HH 135754 PrintedName�ofNotary
My Comm.Expires Jul 31,2025
Bonded through National Notary Assn.
My Commission Expires:
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
PURCHASER:
MONROE COUNTY, FLORIDA, a political subdivision of the state of
Florida
By:
James Scholl,7ayor
Dated:
APPROVED AS TO LEGAL SUFFICIENCY:
Jeni MacLaughlin Assistant County Attorney
I
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
EXHIBIT A. Legal Description
Lots I and 2,31ock 1, REVISED PLATOF SUNRISE PO �T,accor i 1 to the )jqt,
j3pgt�3P 11 of the Public Records of Monroe Countv.Florida,
.Records...
AN D
The Noilhwesterlv 720 feet of the followilIg ,)ed A L in, a
gdesub i X�j j reel of I.And jott�on of Tract.6--accord- to-the-Pl,cq of
SOL101(jiff Estates on Kee [."i and recorded-in Plat Book 2 Pa fie A5ofthe Public Records of Monroe CswltK,
Florida, m ore �xdrtiei
........ follows, From a RR.M. at the intersection of the Southeastefly
.....--— ante
—
line of State Road No. 5 on the A��,reed BoUnd"Iry I-Ane betwoon Southefiff Estates and K�LA,horn�,�soi...........------- --------- -------------..-----------...... r ..as
shown on Plat recorded in_t laC B wk 2 zlgc,67,offlic PubJcRe cords ofMonroe,C OU ntF, Flo.ida,runSouth ert
gj_sajdAVreed Une, a k.fistance of 66 feet to [lie Soutl eastedyri h -of-wa flne of OW St ate,R(xjd-4 thence;;A
said 1e1- vit rtY. iia='h,t" "!y-,fln11a`distance of. 0.f...e....c..t...to--the.P.�:1- t..o.f..Qe(p�i�n.nffi 1goj---the
---
F.qKcg.[,Jj r�jnaftcr described- thence, continue, Southwestedv on tqst des cribeC.L.cour se -a distance of 100 Feet to the
............. --------- tat,side of ffie subdivision of SunlIse 0 � -
------------ ------- h to the Revised Plat recorded in....Plat Book 3,Pqge
I L of the Public Rords of Monroe Cou!!['�� ("y d� flf�Lllq jp!js-,, said Northeasterly--ec
---- sictq_,pf Sunrise Point in...a.
llm.Vy a distance of 1065 feet.,more or less to the shore ofthe Atlantic Ocea thence Northe r 1�a_distance - 1. - ------ --------—111, ---asit 1y
rneander4w said shore to a t of in�ersection with a �ine which is 100 feet Novtheaste of and rallel to the
Kly—ft .11------W
said Northc,fBterh'side of Sunrise Poin t -n- -.NLv—t4wLL's jrj� j& L ,ietote Pointf B'jjnniffi-r.--qjw .
2929
Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
DIII ITMENT
2930