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03/18/2004 AgreementBRANCH OFFICE MARATHON SUB COURTHOUSE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 MEMORANDU DATE: April 2, 2004 CLERK OF THE CIRCUIT COURT MONROE COUNTY MONROE COUNTY COURTHOUSE 500 WHITEHEAD STREET, SUITE 101 KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3663 TO: Mark Rosch, Director Land Authority ATTN: Kim Nystrom FROM: Pamela G. Han oc Deputy Clerk BRANCH OFFICE PLANTATION KEY GOVERNMENT CENTER 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 At the March 18, 2004, Board of County Commissioner's meeting the Board granted approval and authorized execution of an Agreement for the Purchase of Lands between Monroe County and Dog Track Partnership to purchase the to purchase a portion of the Dog Track property on Stock Island as a fire station site. 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 County Attorney Finance File ✓ 03/17/2004 17:45 305-289-2536 PLANNING DEPT PAGE 02 AGREEMENT FOR THE PURCHASE OF LANDS THIS AGREEMENT Is made and entered into this 18thday of March- 2004, is by and between Dog Track Partnership, a Florida general partnership hereinafter style the Seiler(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 Sellers) agree to sell to the COUNTY certain lands upon the terms and conditions hereinafter set forth, and for the price of $1,100,000.00 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 follows; to -wit: Parcel 1 and 0.120% of common elements of Dog Track Panels Condominium, according to the Declaration of Condominium thereof, recorded In Official Records Book 1895, at Page 2039, of the Public Records of Monroe County, Florida. RE 0123800-000101 2. The Seller(s) agree that they have full right, power and guthority 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 some, may have the real property surveyed and cafified 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 some 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 receipt of an acceptable environmental site assessment In which to examine title. If tide 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 scoepting 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. The "ler(s) will, if title is found 03/17/2004 17:45 305-299-2536 PLANNING DEPT PAGE 03 unmarketable, use diligent effort to correct defect(s) In title within the time provided therefore, including the bringing of necessary suits. 3. The Ssller(s) further agree not to do, or suffer others to do, any act by which the value or title to said lands may by 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 Sellers) hereby waive their rights to any end all claims against the COUNTY associated with, or &rising from ownership of, said lands and this waiver shall survive closing. 5. The Sellers) 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 tittle 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 -of -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. e. In consideration whereof the COUNTY agrees that it will purchase all of said lands and other interests at the price of $1,100,000.00. 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 Sellers) the purchase price by a check drawn on the account of the COUNTY. The COUNTY shall pay the following expenses associated with me conveyance of the property_ deed recording fees, settlement fees, obatrad fees, title examination fees, the Buyers atlome:y's fees, and title Insurance, as well as the prorsta 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 such real property by the some, whichever Is earlier. The Sellers) shall pay the expenses of documentary stamps to be &ffrxed to the deed and the removal of trash and debris frorn 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 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) ex;xw y agree herein to furnish to the COUNTY any documents in Seller(sps possession establishing evidence of title including, but not limited to, abstracts, title commitments, title policies and opinions of title. e. It is mutually understood and agreed that the COUNTY may assign this contract. 9. It shall be the obligation of the Seller(e) 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. 2 03/17/2004 17:45 305-289-2536 PLANNING DEPT PAGE 04 10. It is mutually understood and agreed that notice of acceptance of this agreement shall be given to the Seller(s) by mall addressed to the Seger($) at the following address: do meter H. Ratty Realty Executives 801 Eisenhower Drive Key west, Fl. 33M Phone: 2924KW Fax:292.5253 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 dosing free of any tenant or occupancy whatsoever. 12. The effective date of this agreement shag be that date when the fast one of the Seller(s) and the COUNTY has signed this agreement. 13. The COUNTY shall have sixty (60) days from the effisotive 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 rnateriaW 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 identifias the presencs of hazardous materials on the property, the COUNTY shall, within this specified time period, notify Seller(s) in writing of the findings. The Sellers) will then have ninety (90) days from receipt of notice within which to pursue, at S®dler(s)' sole option and at Sellsr(s)' sole cost and expense, any assessment, dean -up, and monitoring of the Property necessary to bring the Property into full compliance with any and all applicable federal, stets or local taws, failing which the COUNTY shall have thirty (30) days in which to exercise the option of either accepting the property as it then is or rescinding the contract herein; thereupon the COUNTY and the Sellor(s) shall release one another of all further obligations under this Agreement. 14. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on a agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the dote of being placed on the convicted vendor list. 15. Seller warrants that no person, other than the Broker, has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of Monroe County or the Monroe County Tourist Development Council has any interest, financially or otherwise, In the said funded project, except for general membership. For breach or violation of this warranty, Buyer shall have the right to annul this Agreement without liability or, in Its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brok age or contingent fee. 3 03/17/2004 17:45 305-289-2536 PLANNING DEPT PAGE 05 18. If the Seiler(*) with to proceed with this transaction, the Seller(s) have until March 17, 2004 to sign and return this agreement to the COUNTY. 17. Notwithstanding any provision of this Agreement to the contrary the COUNTY, at its sole option, shall have the right to terminate this Agreement at any time for any reason during the one hundred twenty (120) day due diligence period from the effective date of this Agreement. 18. In the event the transaction has not closed within 180 days of the effective date of this Agreement, either party may terminate this Agreement thereupon the COUNTY and the Seiler(s) shall release one another of all further obligations under this Agreement. 19. Notwithstanding any provision of this Agreement to the contrary the dosing of the subject transaction is contingent upon the COUNTY'S sane of the Public Service Building property (RE 072080-001800) to the City of Key West and the COUNTY'S receipt of the proceeds from said sale, unless the COUNTY, at its sole option, elects to waive this contingency. IN WITNESS WHEREOF, the Sellars) have hereunto signed their names and affixed their respective seals on the day first above written, with the understanding that this Agreement for Purchase cannot be executed by the COUNTY until after it is reported to it for fts consideration, and therefore the Seiler(s) for and in consideration of the Ten Dollars ($10,00) herelnebove acknowbdpe as received, have and do hereby grant unto the COUNTY or its 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(*), and to purchase said lands as heroin provided. Dog Track Partnership, a Florida general partnership Seller/ By: Old Town Key West Mvelopment, Ltd., a Florida limited partnership, as authorized general partner By: 31 Z 20M Edwin O. $wK Authorized General Partner The MONROE COUNTY BOAR© OF COUNTY COMMISSIONERS, acting by and through its CHAIRMAN/MAYOR, has executed this agreement on behalf of MONROE COUNTY this 1 h day of . March , 2004. q 'l": MONROE COUNTY `L .KOLHAGE, CLERK E 'tom Se �s s'— Murray Nelson,-Chairman/Mayor Monroe County Board of County isswnera ::a Dee Clerk Approved as to Fo nne Pluttdn,Asst. County Attorney -> cn 4 r-n, 7' 1--,� 1---� uvj.U1 ]d WU J* u v L jt,oJIOO Art OWIll -jr PV o(mv :IN . . ........ , F1 a 'Ord f,jvw. th? vo AvOwd ggqnvw 31VS jam f11W N APE op9111W ms Af DOW 3H e. 4 01 /41's WE ta.r -ow V.-JO W77:1 'UM03 SOWN" AD UU30086mm .WflOi do M10o6h 66 16 I - 00, r I At At sp, are— 4 IT 000971 3H fp JY Oty OL-1. Dlt,Wl Al f4 It :jb 3H Nf- Do. Elio. 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