03/16/2005 Agreement
AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this /tJ~ day of ~
between
, 2005, by and
ROCKLAND INVESTMENT CORPORATION, INC., a Florida corporation
(the "Seller"), for itself, its heirs, executors, administrators, successors and assigns, and MONROE
COUNTY (the "County") acting by and through the Chairman/Mayor of the MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS.
WITNESSETH:
1. In consideration of Ten Dollars ($10.00) in hand, paid by the COUNTY, the receipt of which is hereby
acknowledged, the Seller agrees to sell to the COUNTY certain lands upon the terms and conditions
hereinafter set forth, and for the price of TWO MILLION FIVE HUNDRED SIXTY-THREE
THOUSAND FIVE HUNDRED FIFTEEN AND NO/100-----($2,563,515.00) Dollars plus
infrastructure costs up to $165,000 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:
Tract 5,6,14,21, according to the Rockland Key Master Site Plan - See Attachment A
2. The Seller agrees that it has full right, power and authority to convey, and that it will convey to the
COUNTY the fee simple title together with legal and practical access thereto clear, free and
unencumbered, except subject to the following easements or reservations:
Existing easements of public record for canals, ditches, flumes, pipelines, railroads, public highways
and roads, telephone, telegraph, power transmission lines and public utilities.
The COUNTY, at the COUNTY'S expense, within the time allowed to deliver evidence of title and to
examine same, may have the real property surveyed and certified by a registered Florida surveyor. If
the survey discloses encroachments on the real property or that improvements located thereon
encroach on setback lines, easements, lands of others, or violate any restrictions, contract
covenants, or applicable governmental regulations, the same shall constitute a title defect.
Seller shall convey a marketable title subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein. Marketable title shall be determined according to
applicable title standards adopted by authority of the Florida Bar and in accordance with law. The
COUNTY shall have sixty (60) days from the effective date of this contract to examine title. If title is
found defective, the COUNTY shall, within this specified time period, notify Seller in writing specifying
defect(s). If the defect(s) render title unmarketable the Seller(s) will have one hundred twenty (120)
days from receipt of notice within which to remove the defect(s), failing which the COUNTY shall
have the option of either accepting the title as it then is or rescinding this contract; whereupon the
COUNTY and the Seller shall release one another of all further obligations under this Agreement.
3. The Seller further agrees not to do, or suffer others to do, any act by which the value or title to said
lands may be diminished or encumbered. It is further agreed that any loss or damage occurring prior
to the vesting of satisfactory title in the COUNTY by reasons of the unauthorized cutting or removal of
products therefrom, or because of fire, shall be borne by the Seller; 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 further agrees that during the period covered by this instrument, officers and accredited
agents of the COUNTY shall have at all proper times the unrestricted right and privilege to enter upon
said lands for all proper and lawful purposes, including examination of said lands and the resources
upon them. The Seller hereby waives its rights to any and all claims against the COUNTY
associated with, or arising from the County's entry upon said lands and this waiver shall survive
closing.
5. The Seller 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 title to the said lands of such
character as to be satisfactory to the legal counsel of the COUNTY and said deed shall provide that
the use, occupation and operation of the rights-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.
6. In consideration whereof the COUNTY agrees that it will purchase all of said lands and other
interests at the price of $2,563,515 plus infrastructure costs up to $165,000 on or before 90 days
from the effective date of this agreement. 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 Seller the purchase
price by a check drawn on the account of the COUNTY. The COUNTY shall pay the following
expenses associated with the conveyance of the property: deed recording fees, settlement fees,
abstract fees, title examination fees, the Buyer's attorney's fees, and title insurance, as well as the
prorata share of prepaid real property taxes allocable to the period subsequent to the vesting of title
in the COUNTY, or the effective date of possession of such real property by the same, whichever is
earlier. The Seller shall pay the expenses of documentary stamps to be affixed to the deed and the
removal of trash 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 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 expressly agrees herein to furnish to the COUNTY any
documents in Seller(s)'s possession establishing evidence of title including, but not limited to,
abstracts, title commitments, title policies and opinions of title.
8. It is mutually understood and agreed that the COUNTY may assign this contract only to a political
subdivision of the COUNTY and with the prior written consent of the Seller.
9. It shall be the obligation of the Seller 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 by mail addressed to the Seller at the following address:
Rockland Investment Corporation
AUn: Steve R. Henson
121 U.S. Highway #1, Suite 109
Key West, Florida 33040
Phone: (305 296-3716)
and shall be effective upon date of mailing and shall be binding upon the Seller , except as such
obligation may be affected by the provisions of paragraph 6 hereof.
11. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
12. The effective date of this agreement shall be that date when the last one of the Seller and the
COUNTY has signed this agreement.
13. The COUNTY shall have sixty (60) days from the effective date of this agreement in which to
conduct an environmental site assessment to determine the existence and extent, if any, of any
hazardous materials on the property. For the purposes of this agreement, "hazardous materials"
shall mean any hazardous or toxic substance, material or waste of any kind or any other substance
which is regulated by any environmental law. If the environmental site assessment identifies the
presence of hazardous materials on the property, the COUNTY shall, within this specified time
period, notify Seller in writing of the findings. The Seller will then have one hundred twenty (120)
days from receipt of notice within which to pursue, at Seller(s)' sole cost and expense, any
assessment, clean-up, and monitoring of the Property necessary to bring the Property into full
compliance with any and all applicable federal, state or local laws, failing which the COUNTY shall
have the option of either accepting the property as it then is or rescinding this contract; whereupon
the COUNTY and the Seller shall release one another of all further obligations under this
Agreement.
14. If the Seller wishes to proceed with this transaction, the Seller shall have until April 30, 2005 to sign
and return this contract to the COUNTY.
15. This contract shall be null and void and of no further force and effect if not executed by the County
on or before May 10, 2005.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, an officer of the Seller has hereunto signed his name and affixed the Seller's
seal 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 its consideration, and therefore the Seller for
and in consideration of the Ten Dollars ($10.00) hereinabove acknowledged as received, has and does
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 on or before May 10, 2005, and to purchase said lands as herein provided.
Rockland Investment Corporation, Inc.
Seller/
~rL?
Of//? Jor-
I /
.2005
The MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, acting by and t~ugh its
CHAIRM~MAYOR, has executed this agreement on behalf of MONROE COUNTY this /tJ - day of
~ ,2005.
.
ATTEST:
DANNYL. KOLHAGE, CLERK
(Seal)
MONROE COUNTY
~
AN. H nON
ASS'STANl;flrr'RORNEY
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ATTACHMENT A
350.00'
au TP ARCEL
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TRACT
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TRACT 21
EAST 283.11"
TRACT 14
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PAVEX
ROCKLAND INVESTMENT CORPORATION
121 U.S. IllGHWAY#1 - SUITE 109
KEY WEST, FL 33040
PHONE (305) 296-3716/ FAX (305) 296-9309
January 11,2005
Mr. Thomas J. Willi County Administrator
Monroe County Board of County Commissioners
1100 Simonton St. Suite # 2-205
Key West, Fl. 33040
Ref: Public Works Facility, Rockland Key, FI (REVISION #2)
Dear Mr. Willi,
Please find below the details on the revised proposal for purchase ofland at our property on Rockland Key, Fl.
Option #2 (Revised): ~
Open land tracts 5, 6, 14, & 21 (See Attached Exhibit "A")
3.351 Acres @ $765,000.00 per Acre = $ 2,563,515.00
Notes:
1) Additional land available @ $800,000.00 per Acre.
2) Access available from US Hwy. 1 along new proposed entrance road.
3) This offer is valid for 60 days from date of this proposal.
.prOfD~e..9
f()rvh~
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NOTES OF SPECIAL INTEREST:
The following upgrades are planned for completion as part of the platting process.
1) New asphalt roadway surface installed per Monroe County Code.
2) New underground electric and communications duct per K.E.Y.S., Bellsouth & Comcast
specifications.
3) New roadway drainage swales per code.
4) New roadway will be deeded to Monroe County upon completion & acceptance as required.
5) Costs related to upgrades will be shared by all affected property owners and determined by
taking the total cost of upgrades and multiplying that total cost by the percentage ratio derived
by dividing the square footage owned by each property owner by the total square footage of all
tracts proposed to be part of the new plat. This will be a one time charge.
6) Any additional miscellaneous costs such as signage, entrance upkeep, maintenance, lighting or
other related costs of maintaining common areas not covered by the transfer of roadway and
right of way properties to Monroe County shall be apportioned using the same percentage
derived in item #5 above and shall be due on an annual basis at a date to be mutually agreed
upon by both parties to this contract.
Submitted,
~~
RIC Properties - RIC GG /Willi - REVISION #2
ROCKLAND INVESTMENT CORPORATION
121U.S. HIGHWAY #1- SUIT 109
KEY WEST, FL 33040
PHONE (305) 296-37161 FAX (305) 296-9309
March I, 2005
Mr. Thomas Willi County Administrator
Monroe County Board of Commissioners
1100 Simonton Street Suite #2-205
Key West, Florida 33040
Ref.: Public works facility, proposal for sale Dated Ian 11,2005, revision #2
Subject: clarification of costs.
Dear Mr. Willi
This Letter is to serve as a clarification amendment to the original proposal for the
sale of property on Rockland Key, Florida.
· The upgrades described in "Notes of special interest" line items 1 thru 4 shall
be completed per Monroe County code.
· The maximwn total cost to Monroe County for your pro rata share of these
upgrades shall not exceed $165,000.00
. Line item #6 is hereby deleted from the proposaL
I hope this clarifies the questions about the proposal.
Cc. William Kemp
Judith Kenny Esq.
~'d
09t7tr96G-9m;
UOSU6H 6^6lS
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