06/15/2005 Agreement
Project: Habitat for Humanity of the Upper Keys
Property Tax 1.0.#: 00522220..000000
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this ~ day of fu.vE... .2005, between GREGORY and DIANA PARDO as
"Sellers" whose address is 122 Bahama Road, Key Largo, Florida 33037, and the BOARD OF COUNTY
COMMISSIONERS FOR MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, as
"Purchaser", c\o Thomas Willi, County Administrator, 1100 Simonton Street, Room 2-205, Key West, Florida 33040.
1. In consideration of the mutual promises contained herein, Sellers hereby agree to sell to Purchaser the real
property located in Monroe County, Florida, described below, together with all improvements, easements, rights and
appurtenances ("Property"), in accordance with the provisions of this Agreement. This Agreement becomes legally
binding upon execution by the parties but exercise of the option is subject to approval by Purchaser and is effective only
if Purchaser gives written notice of exercise to Seller.
2. DESCRIPTION OF PROPERTY. The property which the Sellers agree to sell and the Purchaser agrees to buy
pursuant to the terms of this Agreement is that property situated on Key Largo, Monroe County, Florida, and more
particularly described as:
Lot 1B, Block 3 of Harbor Shores Subdivision as recorded in Monroe County Plat Book 3 Page 56 and
Part of Lot 12, Island of Key Largo as recorded in Monroe County Plat Book 1 Page 68, RE No. 00522220-
00000o.
3.A. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is ONE
MILLION EIGHTY mOUSAND and no/100 DoOars ($1,080,000.00) which will be paid by Pun:baser at closing.
Seller hereby authorizes Purchaser to issue a County check or warrant directly to an escrow agent who is authorized by
law to receive such payment, and who is acceptable to Purchaser, and to require the escrow agent to pay Seller's
expenses of sale and real estate taxes. This Total Purchase Price presumes that the Property oontains at least 24,350
square feet, to be confirmed by the Survey, as provided in paragraph 5. The Total Purchase Price is subject to
adjustment in accordance with paragraph 3.B. The detennination of the final Total Purchase Price can only be made
after the completion and approval of the survey required in paragraph 5 and receipt of two real estate appraisals. This
Agreement is contingent upon approval of Total Purchase Price by Purchaser and upon confirmation that the Total
Purchase Price is not in excess of the final maximum approved purchase price of the Property as specified by the Board
of County Commissioners for Monroe County at an advertised meeting of the Board ("Maximum Approved Purchase
Price"), which shall be determined upon receipt of two real estate appraisals as required by State law.
Should Purchaser's funds not be available for any reason, Purchaser or Seller may elect to terminate this Agreement by
written notice to the parties without liability to any party.
Conveyance of the Property in fee simple from Seller to Purchaser will take place at the closing, in exchange for the
payments to be made to Seller at closing as set forth above in this paragraph 3.A.
3.B. ADJUSTMENT OF TOTAL PURCHASE PRICE. u: prior to closing, Purchaser determines that the Total
Purchase Price stated in paragraph 3.A. exceeds the final Maximum Approved Purchase Price of the Property, the Total
Purchase Price will be reduced to the final Maximum Approved Purchase Price of the Property. If the final adjusted
Total Purchase Price is less than 100010 of the Total Purchase Price stated in paragraph 3.A. because of a reduction in the
Maximum Approved Purchase Price of the Property, Seller shall, in his sole disaetioo, have the right to terminate this
Agreement and neither party sha1I have any further obligations under this Agreement. If Seller elects to terminate this
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Page 1
Agreement, Seller shall provide written notice to Purchaser ofbis election to terminate this Agreement within 10 days
after Seller's receipt of written notice from Purchaser of the final adjusted Total Purchase Price. In the event Sellei' fails
to give Purchaser a written notice of termination within the aforesaid time period from receipt of Purcbaser's written
notice, then Seller shall be deemed to have waived any right to terminate this Agreement based upon a reduction in the
Total Purchase Price stated in paragraph 3.A.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall. at Sellers sole cost and expense and at least 30
days prior to the Option Expiration Date, furnish to Purchaser an environmental site assessment of the Property
which meets the standard of practice of the American Society of Testing Materials ("ASTM"). Seller shall use the
services of competent, professional consultants with expertise in the enviromnental site assessing process to
determine the existence and extent, if any, of Hazardous Materials on the Property. For 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 (as hereinafter defined in paragraph 4.B.). The examination
of hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I
environmental site ~, such standard of practice shall be the ASTM Practice E 1527. If the Findin~ and
Conclusions section of the assessment reports evidence of recognized environmental conditions, then a Phase n
Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I environmental
site assessment and to confmn the presence of contaminants on site. The enviromnental site assessment shall be
certified to Purchaser and the date of certification shall be within 45 days before the date of closing. Pun:haser shall
reimburse Seller for cost of the environmental site assessment, not to exceed $8,000.00, upon Seller's submission of
the necessary documentation to Purchaser which evidences payment in full of the environmental site assessment
costs by Seller or Purchaser may, at its own expense, obtain the environmental assessment and give notice to Seller
that Seller's obligations under this paragraph are elimitutt.;:d
4.8. HAZAROOUS MATERIALS. In the event that the environmental site assessment provided for in
paragraph 4.A. confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may
elect to terminate this Agreement and neither party shall have any further obligations under this Agreement Should
Purchaser elect not to terminate this Agreement, Seller shall, at his sole cost and expense and prior to the exercise of
the option and closing, promptly commence and diligently pursue 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,
statutes, ordinances, rules, regulations or other govemmen~1 restrictions regulating, relating to, or imposing liability
or standards of conduct concerning Hazardous Materials ("Environmental Law"). However, should the estimated
cost of clean up of Hazardous Materials exceed a sum which is equal to 1% of the Total Purchase Price as stated in
paragraph 3.A., Seller may elect to terminate this Agreement and no party shall have any further obligations under
this Agreement.
5. SURVEY. Seller shall, at Sellers sole cost and expense and not less than 35 days prior to the Option
Expiration Date, deliver to Purchaser a current boundary survey of the Property prepared by a professional land
surveyor licensed by the State of Florida. The Survey shall be certified to Purcbaser and the title insurer and the date
of certification shall be within 90 days before the date of closing, unless this 90 day time period is waived by
Purchaser and by the title insurer for purposes of deleting the standard exceptions for survey matters and easements
or claims of easements not shown by the public records from the owner's title policy. If the Survey shows any
encroacbment on the Property or that improvements intended to be located on the Property ena:oach on the land of
others, the same shall be treated as a title defect. Purchaser shall reimburse Seller for the cost of Survey, not to
exceed $15,000.00, upon Seller's submission of the necessary documentation to Acquiring Agency which evidences
payment in full of the Survey costs by Seller.
6. TITLE INSURANCE. Seller sbaIl, at Sellers sole cost and expense and at least 35 days prior to the Option
Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by an owner's
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Page 2
marketable title insurance policy (AL T A Fonn "B") from a title insurance company, insuring marketable title to the
Property in the amount of the Purebase Price. Seller sball require that the title insurer delete the standanl exceptions
of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters,
(d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens. Purchaser shall reimburse
Seller for Seller's cost for the owner's title insurance policy required hereunder. Purchaser's reimbursement shall not
exceed an amount which is equal to the minimum promulgated rate permitted by the Florida Iosuranc:e
Commissioner's roles and regulations. Purd1aser shall not be required to reimburse Seller until Seller has submitted
the necessary docwnentation to Purchaser which evidences payment in full of the title insurance cost by Seller and
until the final owner's title insurance policy has been received and Purchaser. This reimbursement is contingent
upon a sale of the Property to Purchaser.
7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser pursuant to this
Agreement discloses any defects in title which are not acceptable to Purchaser, Sener shall, within 90 days after notice
from Purchaser, remove said defects in title. Seller agrees to use diligent effort to correct the defects in title within the
time provided therefor, including the bringing of necessary suits. If Seller is unsuccessful in removing the title defects
within said time or if Seller fails to make a diligent effort to correct the title defects, Purchaser shall have the option to
either: (a) accept the title as it then is with a reduction in the Total Purchase Price by an amount detennined by
Purcbaser, (b) accept the title as it then is with no reduction in the Total Purchase Price, (c) extend the amount of time
that Sener has to cure the defects in title, or (d) terminate this Agreement, thereupon releasing Purc::bast2" and SeDer from
all further obligations under this Agreement
8. INTEREST CONVEYED. At closing, Seller sball execute and deliver to Purehaser a warranty deed, oonveying
marketable title to the Property in fee simple free and clear of all liens, reservations, restrictions, easements, leases,
tenancies and other encumbrances, except for those that are of record and acceptable encwnbrances in the opinion of
Purchaser and do not impair the marketability of the title to the Property.
9. PREPARATION OF CWSING DOCUMENTS. Upon execution of this Agreement, Seller sball submit to
Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as required by
Sections 286.23, and 380.08(2), Florida Statutes. Seller shall prepare the deed described in paragraph 8. of this
Agreement, Seller's closing statement, the title, possession and lien affidavit certified to Purchaser and title insurer in
accordance with Section 627.7842, Florida Statutes, and an enviromnental affidavit All prepared docunlerds sball be
submitted to Purchaser for review and approval at least 30 days prior to the Option Expiration Date.
10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to be provided
by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required items. Seller will have 30
days thereafter to cure and resubmit any n:jected item to Purchaser. In the event Seller fails to timdydeli\U any itan, or
Purchaser rejects any item after delivery, Purchaser may in its discretion extend the Option Expiration Date.
11. EXPENSES. Seller will pay the documentary revenue stamp tax and all other taxes or costs associated with the
conveyance, including the cost of-recording the deed described in paragraph 8. of this Agreement and any other
recordable instruments which Purchaser deems necessary to assure good and marketable title to the Property.
12. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may become a lien
against the Property shall be satisfied of record by Seller at closing. In the event the Purchaser acquires fee title to the
Property betM:en January 1 and November 1, Seller shall, in accordance with Section 196.295, Fbida StabBs, pJare in
escrow with the county tax collector an amount equal to the current taxes prorated to the date ofb.abSfel, J.ed upoo the
current assessment and millage rates on the Property. In the event the Purchaser acquires fee title to the Property on or
after November I, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be
legally due and payable by the county tax collector.
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Page 3
13. CLOSING PLACE AND DATE. The closing sball be on or before 15 days after Purchaser exercises the
option; provided, however, that if a defect exists in the title to the Property, title collllllilme.t, Survey, enviromnental site
assessment, or any other documents required to be provided or completed and executed by Seller, the closing sball occur
either on the original closing date or within 60 days after receipt of documentation curing the defects, whichever is later.
The date, time and place of closing sball be set by Pmcbaser.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk ofloss or damage to the
Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Purcl1aser in
the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear
excepted. However, in the event the condition of the Property is altered by an act of God or other natural fon:e beyond
the control of Seller, Purchaser may elect, at its sole option, to tenninate this Agreement and neither party sball have any
further obligations under this Agreement. Seller represents and warrants that there are no parties other than Seller in
occupancy or possession of any part of the Property. Seller agrees to clean up and remove all abandoned personal
property, refuse, garbage, junk, rubbish, trash and debris from the Property to the satisfaction ofPurcbaser prior to the
exercise of the option by Purchaser.
15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is
executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all
lawful purposes in connection with the this Agreement Seller shall deliver possession of the Property to the Purcl1aser at
closing.
16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or valid,
recorded easements that benefit the Property.
17 . DEFAULT. If Seller defaults under this Agreement, Purchaser may waive the default and proceed to closing,
seek specific performance, or refuse to close and elect to receive the return of any money paid, each without waiving any
action for dam~> or any other remedy permitted by law or in equity resulting from Seller's default. Incoonection with
any dispute arising out of this Agreement. including without limitation litigation and appeals, Purchaser will be entitled
to recover reasonable attorney's fees and costs.
18. BROKERS. Seller warrants that 110 persons, finns, corporations or other entities are entitled to a real estate
commission or other fees as a result of this Agreement or subsequent closing, except as 8CCW'ately disclosed on the
disclosure statement required in paragraph 9. Seller shall indemnify and hold Purchaser harmless from any and all such
claims, whether disclosed or undisclosed
19. RECORDING. This Agreement, or notice of it, may be recorded by Purchaser in tbeOfficialreoordsofMooroe
County.
20. ASSIGNMENT. This Agreement may not be assigned by either Party without the prior written consent of the
other Party.
21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be unenforceable, the
enforceability of the remaining provisions of this Agreement shall not be affected.
23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, SeOer's heirs, legaIl~~1tatives,
~sors and assigns will be bound by it. Upon Purcbaser's approval of this Agreement and Pun:baset's exercise oftbe
option, Purchaser and Purchaser's successors and assigns will be bound by it. Whenever used, the singular shall include
the plural and one gender shall include all genders.
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Page 4
24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the
subjeet matter contained in it and supersedes all prior and contemporaneous agreements, representations and
understandings of the parties. No supplement, modification or amendment to this Agreement shall be binding unless
executed in writing by the parties.
25. WANER. Faihu'e of PurdJaser to insist upon strict perfOl'll18l1Ce of any covenant or condition of this
Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future
of any such covenant, condition or right; but the same shall remain in full force and effect.
26. AGREEMENT EFFECTIVE. This Agreement or any modification, atneI1d1l1ent or alteration thereto, shall not
be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this
Agreement.
28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be givm by written
notice, and either delivered personaJ1y or mailed to the appropliate address indicated on the first page of this ~
or such other address as is designated in writing by a party to this Agreement.
29. SURVW AL. The covenants, warranties, representations, indemnities and undertakings ofSellcr set fmh in this
Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 8. of this Agreement
and Local Government's possession of the Property.
TIllS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLERAS AN OFFER. IF TIllS AGREEMENT IS
NOT EXECUTED BY THE SELLER ON OR BEFORE July 29 .2005, THIS OFFER WILL BE VOID
UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT TIllS OFFER. THE EXERCISE OF
TIDS OPTION IS SUBJECT TO: (1) APPROVAL OF TIDS AGREEMENT AND TOTAL PURCHASE PRICE BY
PURCHASER, (2) CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN EXCESS OF THE
FINAL MAXIMUM APPROVED PURCHASE PRICE OF THE PROPERTY, AND (3) LOCAL GOVERNMENT
AND ACQUIRING AGENCY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY
SELLER. THE PURCHASER'S PERFORMANCE AND OBLIGATION TO PAY UNDER TIllS CONTRACT IS
CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLA TURB.
TIDS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULL YUNDERSTOOD, SEEK THE ADVICE OF
AN ATTORNEY PRIOR TO SIGNING.
REMAINDER OF PAGE IS BLANK
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Page 5
Property Tn I.D.I#: 00522220-0000OO AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 1 of2
~/Z~
w~ John Po Mea.
Witness Gina M. Amador
SELLERS
~
By:
STATE OF Florida )
COUNTY OF Monroe)
The foregoing instrument was acknowledged before me this 01'7 ~ day of 0 ~ . 2005, by
Gregory D. Pardo. He is personally known to me or produced ,d /",. as identification.
.
(NOTARY PUBLIC)
SEM.
.......... JOHN P. MAAS
f~:&>!'~.rv.t~ MY COMMISSION # DO 349101
k~ JJi EXPIRES: October 17, 2008
<r....k........,-' Bonded Thru NOlaiY PublIC Underwnters
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~u /Zd<-
Notary Public John P. Maas
(Printed, Typed or Stamped Name of
NotaIy Public)
Commission No.:
My Commission Expires: \.......
By: \."~.:\ ~~
Diana pardo
r;?L /Z4~~
~ John P. Maa.
Witness Gina M. Amador
STATE OF Florida )
COUNTY OF Monroe)
(NOTARY PUBLIC)
SEAL
01.'"= ,-
The foregoing instnunent was acknowledged before me this 7 day of '-' u,vc:. . 2005, by
Gregory D. Pardo. She is personally known to me or produced ~ /A. as identification.
~/Z~
otary Public
John P. Maas
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
~'I',j\~'ri!~. JOHN P. MAAS
=..:' :..~ MY COMMISSION # DO 349101
w.. .:~~i EXPIRES: October 17, 2008 I
""~,9r..~~~ Bonded Thru Notary Public Underwriters t
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Page 6
Property To I.D.N: 00522210-0000OO AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 2 of2
(.SEAL)
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PURCHASER
MONROE COUNTY, FLORIDA
By:.- 7;1.~
YOR DIXIE M PEHAR
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ADDDmUM
(IMPROVEMENTS /PURCHASER)
A. 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
in Florida. Additional information regarding radon and radon testing may be obtained from your
county public health unit. This notice is being provided in accordance with Section 404.056(8),
Florida Statutes. Purchaser may, at its sole cost and expense, have the buildings that will
remain on the Property inspected and tested for radon gas or radon progeny by a qualified
professional properly certified by the Florida Department of Health and Rehabilitative Services.
If radon gas or radon progeny is discovered, Purchaser shall have the option to either: (a)
accept the Property as it then is with no reduction in the Purchase Price or (b) terminate this
Agreement, thereupon releasing Purchaser and Seller fram all further obligations under this
Agreement.
B. Wood Destro in Or anisms Ins ection Re ort. Purchaser may, at its sole cost and expense,
obtain a Wo Destroy~ng Organ~sms Inspect~on Report made by a state licensed pest control fiDn
showing the buildings that are to remain on the Property to be visibly free of infestation or
damage by termites or other wood-destroying pests. If the report shows such infestation or
damage, Purchaser shall have the option to either: (a) accept the Property as it then is with no
reduction in the Purchase Price or (b) terminate this Agreement, thereupon releasing Purchaser
and Seller from all further obligations under this Agreement.
C. Maintenance of I~vements. Seller shall, if required by Purchaser, maintain the roofs,
doors, floors, steps, ows, exterior walls, foundations, all other structural components,
major appliances and heating, cooling, electrical and plumbing systems on all improvements that
will remain on the Property in good working order and repair up to the date of closing.
Purchaser may, at its expense, have inspections made of said items by licensed persons dealing in
the repair and maintenance thereof. If the inspection reveals that any of the improvements that
will remain on the Property are in need of repair, Purchaser shall have the option to either:
(a) accept the Property as it then is with no reduction in the Purchase Price or (b) terminate
this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this
Agreement.
SELLJmS
Pt1.RCBASER
KJlmOE COUN'.I!Y, J!'LORIDA
By' ~:~lJ}~.~~
June 15, 2005
Date signed by Purchaser
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