10/16/1996
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(Rev. 09/19/96)
AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF VARIOUS LEASEHOLDS,
FIXTURES, AND CONVEYANCE OF REAL PROPERTY
THIS Agreement for the Assignment and Transfer of various Leaseholds, Fixtures and
Conveyance of Real Property (the "Agreement") is made by and among all of the following parties:
The Board of County Commissioners of Monroe County as the legislative and governing body
of Monroe County, a political subdivision of the State of Florida, whose address is 500 College
Road, Stock Island, Key West, Florida 21040 (hereinafter referred to as the "County"); The School
Board of Monroe County, Florida, as the contracting agent for the Monroe County, Florida,
School District pursuant to Chapter 230, Florida Statutes, whose address is 241 Trumbo Road, Key
-7 .. Ii
West, Florida 33040 (hereinafter referred to as the "School Board"); and the Greate~ara~n
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Cl\-4uIJ.r of Commerce, whose address is 12222 Overseas Highway, Mafatbc1f1, FI~a 3~50
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(hereinafter referred to as the "Chamber"): -;==
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WITNESSETH: N G
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WHEREAS, the County is the owner of certain real property hereinafter deseribed ~\JIIle
"Real Property") located in Marathon, Monroe County, Florida, which it has leased through various
leases ("the Lease or Leases")to the Chamber; and
WHEREAS, the School Board wishes to acquire title to said real Property from the County
to enable the School Board to make improvements to Stanley Switlik Elementary School located
adjacent to the Real Property; and
WHEREAS, the Chamber wishes to assign all of its right, title, and interest to the Leases
to effectuate the School Board's wishes; and
WHEREAS, the County wishes to cooperate with the School Board to effectuate the
improvement of the facilities and enhance the educational opportunities of and for the citizens and
children of the Middle Keys; and
WHEREAS, the School Board, the County and the Chamber wish to memorialize their
mutually beneficial agreement between them concerning the above;
NOW, THEREFORE, the School Board, Monroe County and the Chamber mutually agree
as follows:
Page 1 of 12
1 1. Within thirty (30) days of the effective date of this Agreement, the School Board will
2 pay the sum of EIGHTY-NINE THOUSAND TWO HUNDRED SEVENTY-THREE DOLLARS
3 ($89,273.00) to the Chamber. In consideration of such payment by the School Board to the
4 Chamber, the Chamber shall assign to the School Board all of its right, title, and interests in and
5 to any and all Leases, of whatever nature and including but not limited to any and all Master Lease,
6 Amended Master Lease, Sub-Leases, Extended Leases, Transferred Leases, or Renegotiated
7 Leases, which relate to, purport to relate to, or evidence any right to use or possession of all
8 parcels, or portions of parcels of real property, whether improved or unimproved, as shown on, or
9 contained wholly or partially within, the legal description depicted in Exhibit A.
10 2. The closing of this transaction between the School Board and the Chamber will take
11 place within thirty (30) days of the effective date of this Agreement, provided all of the
12 contingencies set forth elsewhere in this Agreement have been satisfied.
13 3. The closing of this transaction between the School Board and the Chamber is
14 specifically contingent upon the School Board being able to obtain a valid appraisal of the Real
15 Property to which the School Board is to gain title under this Agreement which shows the value of
16 the Real Property to be equal to or exceed the sum of ONE HUNDRED FIFTY THOUSAND
17 DOLLARS ($150,000.00). The expenses in connection with the obtaining of this appraisal will be
18 at the sole cost of the School Board.
19 4. In the event that the closing of the transaction between the School Board and the
20 Chamber is effected, the School board agrees to thereupon assign to the County all Leases which
21 had been assigned to the School Board by the Chamber at the closing of the transaction between
22 the School Board and the Chamber.
23 5. Simultaneously with the assignment of the Leases to the County by the School
24 Board, the School Board agrees to pay to the County the sum of SIXTY THOUSAND DOLLARS
25 ($60,000.00)
26 6. In consideration of the assignment by the School Board to the County of the Leases
27 referred to in Paragraph Four, and in further consideration of the payment by the School Board of
28 the SIXTY THOUSAND DOLLARS ($60,000.00) to the County, the County will convey to the
29 School Board, free and clear of any encumbrances or leaseholds, all of the County's right, title, and
30 interest in and to the real property described as Parcel "0". Parcel "E", and Parcel "F" in Exhibit
31 B. The conveyance by the County will be by deed as prescribed in Section 125.411, Florida
32 Statutes.
Page 2 of 12
1 place within thirty (30) days of the closing of the transaction between the School Board and the
2 Chamber.
3 8. In partial consideration for this Agreement, the School Board agrees that, upon the
4 successful closing of the transaction with the County, the School Board will grant a nonexclusive
5 license, for motor vehicle parking purposes, ("the Parking License") to the American Association
6 of Retired Persons (AARP) for use of the real property described as Parking Area in Exhibit C.
7 The Parking License will continue in effect until AARP no longer utilizes the Parking Area
8 premises, or until the School Board, after proper notice and public hearing, makes a good faith
9 determination that Parcel "B" is required by the School Board for the construction or expansion of
1 0 educational facilities or structures.
11 9. In partial consideration for this Agreement, the School Board also agrees that, upon
12 the successful closing of the transaction with the County, to grant a nonexclusive license to the
13 County for the use by the general public of the tennis courts shown as Parcel "En in Exhibit D.
14 The license will remain in effect until the tennis court site is required by the School Board for
15 educational purposes, or until such time as the County constructs the tennis courts referred to in
16 Paragraph Ten of this Agreement.
17 10. In partial consideration for this Agreement, the County agrees that, upon the
18 successful closing of the transaction between the County and the School Board, the County will
19 in good faith and with due diligence construct the tennis courts elsewhere in the Marathon area as
20 early as is feasible and practical under the then-existing circumstances. Upon the construction of
21 the tennis courts, the County will grant the School Board a nonexclusive license to use the tennis
22 courts as appropriate.
23 11. When a certain date is specified by which a given act must be performed and that
24 performance is delayed because of an event or discovery of a condition not contemplated by the
25 parties when they executed this Agreement, then the time for performance will be extended for a
26 reasonable period taking into account the cause for the delay.
27 12. The School Board agrees that any and all costs associated with this Agreement,
28 including but not limited to, surveys, appraisals, environmental assessments, title insurance,
29 evidence of title, documentary stamps or surtax stamps, and recording costs will be at the sole
30 expense of the School Board.
31 13. The respective parties will pay their own attorneys fees, if any, and prepare all
32 appropriate documents for closing which are required to effectuate that party's obligations under
Page 3 of 12
1 this Agreement.
2 The Closing Statement for each transaction will be prepared by the School Board.
3 14. The parties agree that it is their intention that both transactions referred to in this
4 Agreement will close on or before October 15, 1996. Time is of the essence except as set forth
5 above concerning the performance delay not contemplated by the parties.
6 15. The performance by the School Board of its obligations under this Agreement is
7 specifically contingent upon the School Board being able to obtain title to the real property
8 described in Parcel liE" free and clear from any encroachments, easements, or title defects which
9 would render title to the real property unmarketable.
10 16. This Agreement will take effect when it has been executed by all parties and a fully
11 executed copy is filed with the Clerk of the Circuit Court of Monroe County, Florida. In order to
12 avoid time delays in the execution of this Agreement, the parties may separately execute a
13 duplicate original of this Agreement, and when the last party has executed that party's duplicate,
14 all parties will be bound by this Agreement.
15 17. Each party agrees that it is in compliance with Section 287.133, Florida Statutes,
16 and has executed and filed with the other parties, as appropriate and required, a sworn statement
17 on the form required by law contemporaneously with this Agreement.
18 18. The parties individually covenant that that party presently does not have any interest,
19 and will not acquire any interest, which would conflict in any manner or degree with any party's
20 performance under this Agreement, and each's only interest is to perform and receive benefits as
21 recited in this Agreement.
22 19. The County and the School Board agree that its respective officers and employees
23 recognize and will be required to comply with the standards of conduct for public officers and
24 employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
25 solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;
26 misuse of public position; conflicting employment or contractual relationship; and disclosure and
27 use of certain information.
28 20. Each party warrants that it has not employed or retained any company or person,
29 other than a bonafide employee working solely for it, to solicit or secure this Agreement and that
30 it has not paid or agreed to pay any person, company, corporation, individual, firm, or other entity,
31 other than a bona fide employee working solely for it, any fee, commission, percentage, or other
32 consideration contingent upon or resulting from the making or award of this Agreement. For
Page 4 of 12
1 breach or violation of this provision, each party agrees that a non-breaching party will have the right
2 to terminate this Agreement without liability and, at the non-breaching party's discretion, to offset
3 from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift,
4 or consideration.
5 21. Notwithstanding the provisions of Section 286.28, Florida Statutes, the participation
6 of the County and the School Board in this Contract and the acquisition of any commercial liability
7 insurance coverage, self-insurance coverage, or local government liability pool coverage will not
8 be deemed a waiver of immunity to the extent of such liability coverage, nor will any contract
9 entered into by the School Board or County be required to contain any provision for waiver.
10 22. All of the privileges and immunities from liability; exemptions from laws, ordinances,
11 and rules; pensions and relief, disability, workers' compensation, and other benefits which apply
12 to the activity of officers, agents, or employees of any public agency or officers and employees of
13 the School Board and the County when performing their respective functions within the territorial
14 limits of the Buyer will apply to the same degree and extent to the performance of such functions
15 and duties of such officers, agents, and employees extraterritorially under this Agreement.
16 23. This Agreement is not intended to, nor shall be construed as, relieving the School
1 7 Board or the County from any obligation or responsibility imposed upon the School Board or County
18 by law except to the extent of actual and timely performance thereof by the other, in which case
19 the performance may be offered in satisfaction of the obligation or responsibility. Further, this
20 Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
21 constitutional or statutory duties of the Buyer, except to the extent permitted by the Florida
22 constitution, state statutes, and case law.
23 24. No person or entity shall be entitled to rely upon the terms, of any of them, of this
24 Contract to enforce or attempt to enforce any third-party claim or entitlement to, or benefit of, any
25 service or program contemplated hereunder, and the School Board and County agree that neither
26 of them nor any agent, officer, or employee of either shall have the authority to inform, counsel, or
27 otherwise indicate that any particular individual or group of individuals, or entity or entities, have
28 entitlements or benefits under this Agreement separate and apart from, inferior to, or superior to,
29 the community in general or for the purposes contemplated by this Contract.
30 25. The School Board and County each declare that due and proper notice of the public
31 meeting at which this Agreement was approved was made; that the public meeting was lawfully
32 held; and the School Board declares that this Agreement was duly approved by a vote pursuant
Page 5 of 12
1 to Section 235.054, Florida Statutes, after proper motion, second, and discussion; and that no
2 official representative from the County of Monroe, State of Florida, or United States Government
3 appeared at the public meeting of the School Board to provide legal objections to the authority of
4 the School Board to enter into this Agreement or to perform under the terms and conditions of this
5 Agreement.
6 ~t:;_._- _<or_ 0';- ESS WHEREOF, the parties have hereto set their hands and seals on the dates
7 ej wrift~ .
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ATTEST:
DANNY L. KOLHAGE, CLERK
By:A~i C. A~~
Deputy Clerk p-
Date: 10 - I VI - 9 (p
(Seal)
ATTEST:
QQQ..G W~
Robert@' Walker, Superintendent
Date: ') -~o-""\u
(Seal)
Secretary
'I / o?~/9&
( I
APPROVED AS TO FORM:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:cS~-F~
MayorlChairman
Date: /()-,,~. C}&
.J
SCHOOL BOARD OF MONROE COUNTY,
~~
rank Butler, Chairman
Date: '9 - ~c-:~~
GREATER MARATHON CHAMBER OF
COMMERCE
BY:~
resident
Date: 1/d()/t~
Page 6 of 12
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COaney
~hOOI Board ~
orney
~~~)?@r
Cha be, of C L)(k
ommerce Att
orney
Page 7 of 12
1 EXHIBIT "A":
2 REAL PROPERTY SUBJECT TO LEASE WITH/BY THE CHAMBER OF COMMERCE
3
4 LEGAL DESCRIPTION: Parcel D
5
6 A parcel of land being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
7 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
8 Florida, and being more particularly described as follows: COMMENCING at the intersection of the East
9 Line of said Government Lot 3 and the Centerline of U.S. Highway No. 1 (State Road No.5); thence
10 N.73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of2546.55 feet; thence N.160
11 08' 41" W., a distance of 50.00 feet to the intersection of the Northwesterly Right-of-Way Line of said U.S.
12 Highway No.1 and the Point of Beginning; thence N. 16008' 41" W., a distance of 110.00 feet; thence N.
13 730 51' 19" E., a distance of 106.00 feet; thence S. 160 08' 41" E., a distance of 110.00 feet to the said
14 Northwesterly Right-of-Way Line of U.S. Highway No.1; thence S. 730 51' 19" W., and along the said
15 Northwesterly Right-of-Way Line of U.S. Highway No.1 a distance of 106.00 feet to the Point of Beginning.
16 Parcel contains 11660 square feet or 0.27 acres, more or less.
17
18 LEGAL DESCRIPTION: Parcel E
19
20 A parcel of land being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
21 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
22 Florida, and being more particularly described as follows: COMMENCING at the intersection of the East
23 Line of said Government Lot 3 and the Centerline of U.S. Highway No. I (State Road No.5); thence N.
24 73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of2546.55 feet; thence N. 16008'
25 41" W., a distance of50.00 feetto the Northwesterly Right-of-Way Line of said U.S. Highway No. I; thence
26 N. 16008' 41" W., a distance of 110.00 feet to the Point of Beginning; thence N. 16008' 41" W., a distance
27 of282.87 feet to the Southeasterly Right-of-Way Line of Old State Road No. 4a; thence N. 74002' 17" E.,
28 along the said Southeasterly Right-of-Way Line of Old State Road No. 4a a distance of96.00 feet; thence
29 S. 16008' 41" E., a distance of282.57 feet; thence S. 730 51' 19" W., a distance of96.00 feet to the Point of
30 Beginning. Parcel contains 27141 square feet or 0.62 acres, more or less.
31
32 LEGAL DESCRIPTION: Parcel F
33
34 A parcel ofland being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
35 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
36 Florida, and being more particularly described as follows: COMMENCING at the intersection of the
37 East Line of said Government Lot 3 and the Centerline of U.S. Highway No.1 (State Road No.5);
38 thence N. 73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of2546.55 feet;
39 thence N. 16008' 41" W., a distance of 50.00 feet to the Northwesterly Right-of-Way Line of said
40 U.S. Highway No.1; thence N. 160 08' 41" W., a distance of 458.87 feet to the Northwesterly Right-
41 of-Way Line of Old State Road No. 4aand the Point of Beginning; thence N. 16008' 41" W., a
42 distanceof276.13; thenceN. 73051'19"E.,adistanceof96.00feet; thenceS.16008' 41"E.,a
4 3 distance of 276.43 feet to the said Northwesterly Right-of-Way Line of Old State Road No. 4a;
44 thence S. 740 02' 17" W., and along the said Northwesterly Right-of-Way Line of Old State Road
45 No. 4a a distance of 96.00 feet to the Point of Beginning. Parcel contains 26523 square feet or 0.61
4 6 acres, more or less.
Page 8 of 12
1
Page 9 of 12
1 EXHIBIT B:
2 REAL PROPERTY TO BE CONVEYED BY COUNTY TO SCHOOL BOARD
3
4 LEGAL DESCRIPTION: Parcel D
5
6 A parcel of land being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
7 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
8 Florida, and being more particularly described as follows: COMMENCING at the intersection of the East
9 Line of said Government Lot 3 and the Centerline of U.S. Highway No. 1 (State Road No.5); thence
10 N.73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of2546.55 feet; thence N.160
11 08' 41" W., a distance of 50.00 feet to the intersection of the Northwesterly Right-of-Way Line of said U.S.
12 Highway No.1 and the Point of Beginning; thence N. 16008' 41" W., a distance of 110.00 feet; thence N.
13 730 51' 19" E., a distance of 106.00 feet; thence S. 160 08' 41" E., a distance of 110.00 feet to the said
14 Northwesterly Right-of-Way Line of U.S. Highway No.1; thence S. 730 51' 19" W., and along the said
15 Northwesterly Right-of-Way Line of U.S. Highway No. 1 a distance ofl06.00 feetto the Point of Beginning.
1 6 Parcel contains 11660 square feet or 0.2 7 acres, more or less.
17
18 LEGAL DESCRIPTION: Parcel E
19
20 A parcel ofland being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
21 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
22 Florida, and being more particularly described as follows: COMMENCING at the intersection of the East
23 Line of said Government Lot 3 and the Centerline of U.S. Highway No.1 (State Road No.5); thence N.
24 73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of 2546.55 feet; thence N. 160 08'
25 41" W., a distance of 50.00 feet to the Northwesterly Right-of-Way Line of said U.S. Highway No.1; thence
26 N. 16008' 41" W., a distance of 110.00 feet to the Point of Beginning; thence N. 16008' 41" W., a distance
27 of282.87 feet to the Southeasterly Right-of-Way Line of Old State Road No. 4a; thence N. 740 02' 17" E.,
28 along the said Southeasterly Right-of-Way Line of Old State Road No. 4a a distance of96.00 feet; thence
29 S. 160 08' 41" E., a distance of282.57 feet; thence S. 730 51' 19" W., a distance of 96.00 feet to the Point of
30 Beginning. Parcel contains 27141 square feet or 0.62 acres, more or less.
31
32 LEGAL DESCRIPTION: Parcel F
33
34 A parcel ofland being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
35 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
36 Florida, and being more particularly described as follows: COMMENCING at the intersection of the
37 East Line of said Government Lot 3 and the Centerline of U.S. Highway No.1 (State Road No.5);
38 thence N. 73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of2546.55 feet;
39 thence N. 16008' 41" W., a distance of 50.00 feet to the Northwesterly Right-of-Way Line of said
40 U.S. Highway No.1; thence N. 160 08' 41" W., a distance of 458.87 feet to the Northwesterly Right-
41 of-Way Line of Old State Road No. 4a and the Point of Beginning; thence N. 16008' 41" W., a
42 distance of276.13; thence N. 730 51' 19" E., a distance of96.00 feet; thence S. 16008' 41" E., a
4 3 distance of 276.43 feet to the said Northwesterly Right-of-Way Line of Old State Road No. 4a;
44 thence S. 74002' 17" W., and along the said Northwesterly Right-of-Way Line of Old State Road
45 No. 4a a distance of 96.00 feet to the Point of Beginning. Parcel contains 26523 square feet or 0.61
46 acres, more or less.
Page 10 of 12
1
2
3
4
EXHIBIT C:
DESCRIPTION OF PARKING AREA
Page 11 of 12
1 EXHIBIT D:
2 TENNIS COURT AREA
3
4 LEGAL DESCRIPTION: Parcel E
5
6 A parcel ofland being a portion of Government Lot 1, Section 9, Township 66 South, Range 32 East, and
7 a portion of Government Lot 3, Section 10, Township 66 South, Range 32 East, Marathon, Monroe County,
8 Florida, and being more particularly described as follows: COMMENCING at the intersection of the East
9 Line of said Government Lot 3 and the Centerline of U.S. Highway No.1 (State Road No.5); thence N.
10 73051' 19" E., along the said Centerline of U.S. Highway No.1 a distance of2546.55 feet; thence N. 16008'
11 41" W., a distance of50.00 feet to the Northwesterly Right-of-Way Line of said U.S. Highway No.1; thence
12 N. 16008' 41" W., a distance of 110.00 feet to the Point of Beginning; thence N. 16008' 41" W., a distance
13 of282.87 feet to the Southeasterly Right-of-Way Line of Old State Road No. 4a; thence N. 74002' 17" E.,
14 along the said Southeasterly Right-of-Way Line of Old State Road No. 4a a distance of96.00 feet; thence
15 S. 160 08' 41" E., a distance of282.57 feet; thence S. 730 51' 19" W., a distance of 96.00 feet to the Point of
16 Beginning. Parcel contains 27141 square feet or 0.62 acres, more or less.
17
Page 12 of 12