08/16/2006 Agreement
Clelt( 01 The
Circul COUd
Danny L. Kolhage
Office (305) 295-3130 Fax (305) 295-3663
Memorandum
To: Suzanne Hutton,
County Attorney
Attn: Kathy Peters I
From: Isabel C. DeSantis,
Deputy Clerk
Date: Wednesday, September 13, 2006
At the August 16,2006 BOCC meeting, the Board approved the following:
Agreement for Sale and Purchase between Monroe County and Melodye Reger for
the property known as Hickory House, 5948 Peninsular Avenue, Stock Island, in the
amount of $3,750,000.00.
Attached hereto are two fully executed duplicates for your handling. Should you
have any questions, please do not hesitate to contact this office.
cc: County Administrator
Finance
File ./
Project: HickolY House
Property Tax LD. #00126210-00000O
AGREEMENT FOR SALE AND PURCHASE
TillS AGREEMb"NT is made this / (p.g day of f)p;.~ . 2006, between Melodye Reger as "Sellers" whose
address is ..l.QJL~ 'DV'" and the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY,
FLORIDA, a politic subdIVISIOn of the State of Flonda, as "Purchaser", clo Thomas Willi, County Administrator,
1100 Simonton Street, Room 2-205, Key West, Florida 33040.
I. 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 tenns of this Agreement is that property situated on Stock Island, Monroe County, Florida, and more
particularly described as:
5948 Peninsular Avenue, Stock Island, Key West, Fl. 33040 aka 5948 Maloney Avenue, Stock Island,
Key West, FI. 33040
3.A TOTAL PURCHASE PRICE. The toW purchase price ("ToW Purchase Price") for the Property is Three
Million, Seven Hundred Fifty Thousand DoUars ($3,750,000) which will be paid by Purchaser 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 ToW Purchase Price presumes that the Property contains at least 24,375 square feet of
land and approximately 4,495 square feet of building, to be confinned by the Survey, as provided in paragraph 5, boat
docks built prior to 1954, and a licensed restaurant with alcoholic beverage license. The Total Purchase Price is subject
to adjustJnent in a.:cordance with paragraph 3.B. The detennination of the final ToW Purchase Price can ouly be made
after the completion and approval of the survey required in paragraph 5 and receipt of two (2) real estate appraisals.
This Agreement is: contingent upon approval ofT otJ1l Purchase Price by Purchaser and upon conftnnation that the Total
Purchase Price is not in excess of the fmal 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 detennined 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 tenninate this Agreement by
written notice to tlle parties without liability to any party.
Conveyance of thl: 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. If, prior to closing, Purchaser determines that the ToW
Purchase Price stated in paragraph 3.A exceeds the fmal 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
ToW Purchase Price is less than 100"10 of the T otJ1l 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 discretion, have the right to tenninate this
Agreement and neither party shall have any further obligations under this Agreement. If Seller elects to tenninate this
Agreement, Seller shall provide written notice to Purchaser ofhis election to tenninate this Agreement within 10 days
after Seller's receipt of written notice from Purchaser of the ftnal adjusted ToW Purchase Price. In the event Seller fails
RE 00126210-000000
"Hickory Hous'eu
Page 1
to give Purchaser a written notice of tennination within the aforesaid time period from receipt of Purchaser's written
notice, then Seller shall be deemed to have waived any right to tenninate this Agreement based upon a reduction in the
Total Purchase Price stated in paragraph 3.A.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall, at Seller's 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 environmCll1tal 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 4.8.). The examination of hazardous materials contamination
shall be performed to the standard of practice of the ASTM. For Phase I envir(l1ll1lel1t"J site a=""""" , such standard of
practice shall be the AS TM Practice E 1527. If the Findings and Conclusions section of the assessment reports evidence
of recognized environmental conditions, then a Phase II Environmental Site Assessment shall be performed to address
any suspicions raised in the Phase I environmental site assessment and to confirm the presence of COllt"minlmts on site.
The environmental site assessment shall be certified to Purchaser and the date of certification shall be within 45 days
before the date of closing. Purchaser 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 eliminated.
4.B. HAZARDOUS 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 tenninate
this Agreement and neither party shall have any further obligations under this Agreement. Should Purchaser e1ect not to
tenninate 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 governmental 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. SURVE'(. 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 professionailand surveyor licensed
by the State of Florida. The Survey shall be certified to Purchaser and the title insurer and the date of certification shall
be within 90 days before the date of closing, uuless 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 encroacInnent on the Property or that
improvements intended to be located on the Property encroach 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 shall, 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 marketable
title insurance policy (ALTA Form "B") from a title insurance company, insuring marketable title to the Property in the
amount of the Purchase Price. Seller shall require that the title insurer delete the standard 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
eqnal to the minimum promulgated rate permitted by the Florida Insurance Commissioner's rules and regulations.
Purchaser shall not be required to reimburse Seller until Seller bas submitted the necessary documentation to Purchaser
RE 00126210-000000
"Hickory House" Page 2
which evidences payment in full of the title insurance cost by Seller and WJti] the fmal 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, Seller 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 therefore, 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 determined by
Purchaser, (b) accept the title as it then is with no reduction in the T ota! Purchase Price, (c) extend the amount of time
that Seller has to cure the defects in title, or (d) terminate this Agreement, thereupon releasing Purchaser and SeDer from
all further obligations under this Agreement.
8. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Purchaser a warranty deed, conveying
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 encumbrances in the opinion of
Purchaser and do not impair the marketability of the title to the Property.
9. PREP AM TION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall 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 enviroronental affidavit. All prepared documents shall 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 rejected item to Purchaser. In the event Seller fails to timely deliver any item, or
Purchaser rejects any item after delivery, Purchaser may in its discretion extend the Option Expiration Date.
II. 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 9 of this Agreement and any other
recordable instruments which Purchaser deems necessary to assure good and marketable title to the p,,,,,,,,ty. Except as
provided in this Section II or elsewhere in this Agreement, each party hereto shalI pay its own expenses incurred in
connection with tlns Agreement and the transactions contemplated hereby.
12. TAXES AND ASSESSMENTS. Ail 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 between January I and November I, Seller shall, in accordance with Section 196.295, Florida Statutes, place in
escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon 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 connty tax collector an amount equaI to the taxes that are determined to be
legally due and payable by the county tax collector.
13. CLOSING PLACE AND DATE. The closing shall 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 connuitment, Survey, enviromneotaI site
assessment, or any other documents required to be provided or completed and executed by Seller, the closing shall 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 shall be set by Purchaser.
RE 00126210-000000
"Hickory House"
Page 3
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all riskofloss or damage to the
Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Purchaser 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 force beyond
the control of Seller, Purchaser may elect, at its sole option, to terminate this Agreement and neither party shall 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 of Purchaser 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 Purchaser 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. DEF AUL T. 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 withont waiving any
action for damages, or any other remedy permitted by law or in equity resulting from Seller's default. In connection 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 no persons, firms, corporations or other entities are entitled to a real estate
commission or otner fees as a result of this Agreement or subsequent closing, except as accurately 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. The parties represent and warrant to each other that, with the exception of a
commission in the amount equal to six percent (6%) of the Purchase Price, to be paid by Seller to Coldwell Banker
Commercial Schmitt Real Estate Co. (the "Broker"), such commission being due and payable 9.!!h: in the event the sale of
the Property pursuant to this Agreement actually closes in accordance with the terms hereof and the Purchase Price is
unconditionally paid to Seller, no broker or finder was instrumental in arranging or bringing about this transaction and
that there are no claims or rights for brokerage commissions or rmder's fees in connection with the transaction
contemplated by this Agreement. If any person (other than Broker) brings a claim for a commission or finder's fee based
upon any contact, dealings or communication with Buyer or Seller, then the party through whom such person makes his
claim shall defend the other party (the "Indemnified Party") from such claim, and shall indemnify the Indemnified Party
and hold the Indemnified Party harmless from any and all costs, damages, claims, liabilities or expenses (including,
without limitation, reasonable attorneys' fees and disbursements) incurred by the Indemnified Party in defending against
the claim. The provisions of this Section 18 shall survive the Closing or, if the purchase and sale is not consummated,
any termination of this Agreement.
19. RECORDING. This Agreement, or notice of it, may be recorded by Purcbaserin the Official records of Monroe
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.
RE 00126210-000000
"'Hickory House"
Page 4
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, Seller's heirs, Iegalrepresentatives,
successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and Purchaser's exercise of the
option, Purchaser and Purchaser's successors and assigns will be bound by it. Whenever used, the singular shaII include
the plural and one gender shall include all genders.
24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the
subject 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. W AIVEE,. Failure of Purchaser to insist upon strict performance 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, amendment or alteration thereto, shaII 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 given by written
notice, and either delivered personally or mailed to the appropriate address indicated on the first page of this Agreement,
or such other address as is designated in writing by a party to this Agreement.
29. SUR VIV AL. The covenants, warranties, representations, indemnities and undertakings of Seller set forth in this
Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 8. of this Agreement
and LocaI Government's possession of the Property.
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER IF THIS AGREEMENT IS
NOT EXECUTED BY THE SELLER ON OR BEFORE , 2006, THIS OFFER WILL BE VOID
UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER THE EXERCISE OF
THIS OPTION IS SUBJECT TO: (I ) APPROVAL OF THIS 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 THIS CONTRACT IS
CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLA TURB.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULL YUNDERSTOOD, SEEK THE ADVICE OF
AN ATTORNEY PRIOR TO SIGNING.
Property Tax I.D.#: 00126210-000000 AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 1 of2
RE 00126210-000000
"Hickory House"
Page 5
SELLERS
~J Q.Qo\~~~
Witness
Witness
STATE OF Florida )
COUNTY OF Monroe)
~t
The fOregOin~ent was acknowledged before me this \
by \"\c.\o~ . He/she is personally known to me orproduoed
day of Sq:> 1- ,2006,
as identification.
1lJ~-
. . My COmmtII6on D03I23OI
\;.'r;I ElqJireI s.,Al..1bol 02, :lOOI
(NOTARY PUBLIC)
SEAL
Witness
Witness
Property Tax I.D.H: 00126210-000000 AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 2 of2
RE 00126210-000000
"Hickory House"
Page 6
~i5""
~,i;0"~' "
/.t;\~').') ?' .. :-
',isBA G i'l
, 77 I "I
\., ,. ~"fI':1
~~, r :2 ~IJ
;" ~: 1M: , ," KOLHAGE, CLERK
)'!~~j~ ~,..-::s:;.~ /."~;,
X,,~.../W t,;
;:..",-. ' /.
~~H<;'~' Q.~)1~
Deputy Clerk
Approved as to Form
By:
Date:
RE 00126210-000000
"Hickory House"
Page 7
PURCHASER
MONROE COUNTY, FLORIDA
By:
" McCoy
....,
:J: = -r,
0 =
C> :'Ct>' .,.. r-
~ (I) P1
..- -."
:;.on~;;' fTI ':::J
o ....-: -0
rT\ c.-.( .-:,
--,. C)
n" r- W
C){"') " :;':;J
S::u?-:": -0 ::::1
..".... <.," r"
~~)\~~~ :x (')
- 0
.." , ., :.0
C")
r rT1 N CJ
J> C)
MONROE COUNTY ATTOIIINEY
VEO AS T.
Date
ZANNE A, ;TON
COUN~~ 5r
ADDENDUM
(IMPROVEMENTS / PURCHASER)
A. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated
in a bu~ld~ng 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 fram 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 from all further obligations under this
Agreement.
B. Wood Destrovinq Organisms Inspection Report. Purchaser may, at its sole cost and expense,
obtain a Wood Destroy~ng Organ~sms Inspect~on Report made by a state licensed pest control firm
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 Improvements. Seller shall, if required by Purchaser, maintain the roofs,
doors, floors, steps, w~ndows, 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.
'C~"~rot-fL,
Date s~gned by Seller
By:
Mayo
SELLERS
Date
Purchaser
By:
-
Date signed by Seller
Date
RE 00126210-000000
"Hickory House"
Page 8