07/19/2006 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
October 11, 2006
TO:
Robert Shi /linger
Acting County Attorney
ATTN:
FROM:
Kathy Peters
Executive Assistant
Pamela G. Hancoq
Deputy Clerk
At the Ju)y 19, 2006, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement for Sale and Purchase between Monroe
County and Overseas Redevelopment Company LLC pursuant to the 380.032(3) Agreement that
was previou.sly discussed at the May 16, 2006 meeting.
Enclosed are two duplicate originals of the above-mentioned for your handling. Should
you have any questions please do not hesitate to contact this office.
cc: Finance
File.1
Prepared by:
Jerry Coleman, Esq.
JERRY COLEMAN, P.L.
20 I Front Street, Suite 203
Key West, Florida 33040
Project: Overseas Redevelopment Company, LLC
Real Estate No. 00125350-000000
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this /~ day of July, 2006, between OVERSEAS REDEVELOPMENT
COMPANY, LLC as "Sellers" whose address is 3158 Northside Drive, Key West, Florida 33040, and the BOARD
OF COUNTY COMMISSIONERS FOR MONROE COUNTY, FLORIDA, a political subdivision of the State of
%,. Florida, 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.
2. DESCRlPTION OF PROPERTY. The property which the Sellers agree to sell and the Purchase~ees to
buy pursuant to the terms of this Agreement is that property situated on Stock Island, Monroe ~ul\l)', Fllicta, 3il2I
more particularly described as: S5 :: c::> In
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3. TOTAL PURCHASE PRlCE. The total purchase price ("Total Purchase Price") for t&-Pf..1lpertNs Tvio.
Minion Five HUlndred Thousand Dollars ($2,500,000.00) which will be paid by Purchaser at c~in~',5elluperetijj
authorizes Purchaser to issue a County check or warrant directly to an escrow agent who is aiflhorized ~aw to
receive such payment, and who is acceptable to Purchaser, and to require the escrow agent to pay customary and any
other agreed Seller's expenses of sale and real estate taxes. 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. Conveyanc:e of the Property in fee simple from Seller to Purchaser will take place at the closing, in exchange
for the payments and other considerations to be made to Seller at closing as set forth herein and in any related
agreements.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall, at Sellers sole cost and expense and at least 45
days prior to the dosing, 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 environmental 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
Page 1
hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I
environmental site: assessment, such standard of practice shall be the ASTM Practice E 1527. If the Findings and
Conclusions section of the assessment reports evidence of recognized environmental conditions, then a Phase 11
Environmental Site Assessment shall be performed at Seller's expense to address any suspicions raised in the Phase I
environmental site: assessment and to confirm the presence of contaminants on site. The environmental site
assessment(s) shall be certified to Purchaser.
4.B. HAZARDOUS MA TERlALS. 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 closing,
promptly commel1tce 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, Seller
may elect to terminate this Agreement and no party shall have any further obligations under this Agreement.
5. SURVEY Seller shall, at Seller's sole cost and expense and not less than 25 business days prior to closing,
deliver to Purchaser a current boundary survey of the Property prepared by a professional land surveyor licensed by
the State ofFlori<la. The Survey shall be certified to Purchaser, title insurer and any other of its designees, 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 easenlents not shown by the public records from the owner's title policy. If the Survey shows any
encroachment on Ithe 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.
6. TITLE INSURANCE. Seller shall, at Seller's sole cost and expense and at least 25 business days prior to
closing, furnish to Purchaser a marketable title insurance commitment, to be followed by an owner's marketable title
insurance policy (AL T A Form "B") from a title insurance company, insuring marketable title to the Property in the
amount of the Pmchase 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 e:qual 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 has submitted the necessary
documentation to Purchaser which evidences payment in full of the title insurance cost by Seller and until the final
owner's title insurance policy has b~.Ved by Purchaser. This reimburs~. ntingent upon a sale of the
Property to Purchaser. Overseas. / /ilL if "!~ Monroe County / ,./,,1. (.
Initials ' Date als Date
7. DEFECTS IN TITLE. If the title insurance commitment or survey furni ed to Purchaser pursuant to this
Agreement discloses any defects in title which are not aoceptable to Purchaser, Seller shall, within 60 days afternotice
from Purchaser, n:move said defects in title. Seller agrees to use diligent effort to correct the defects in title within the
time provided therefor. If defects are cured within the time prescribed herein, closing shall occur as scheduled, but
shall not be required to occur within a period shorter than that which would have been provided had there been no
notice of defect in title. 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 ir. the Total Purchase Price by an amount agreed to by the parties, (b) accept the title as it then is with
no reduction in tile Total Purchase Price, (c) extend the amount of time that Seller has to cure the defects in title if
agreeable to Selll:r, or (d) terminate this Agreement, thereupon releasing Purchaser and Seller from all further
obligations under this Agreement.
Page 2
8. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Purchaser a statutory 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 ARA TION OF CLOSING DOCUMENTS. Upon execution ofthis 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, an environmental affidavit and all other documents and
instruments customary to similar transactions in Monroe County. All prepared documents shall be submitted to
Purchaser for review and approval at least 25 business days prior to closing.
10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve orreject in its reasonable discretion each
item required to be provided by Seller under this Agreement within 20 business days after receipt by Purchaser of all
ofthe required items. Seller will have 20 business 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 closing 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, as well
as any associated leases and other instruments and related agreements.
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 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 county tax collector an amount equal 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 90 days after final conclusion of the last
required approvals of the related Section 380.032(3), F.S. agreement and lease; provided, however, that if a defect
exists in the title 110 the Property, title commitment, Survey, enviromnental 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 15 business days after receipt of documentation curing the defects, whichever is later. The date, time and
place of closing shall be set by Purchaser, but the party paying for the owner's title insurance shall pay customary
associated costs Eind shall select issuing agent.
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 after closing pursuant to and to the extent provided by the related lease ofthe
property by Purchaser to Seller) 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 other than those occupants set forth in a complete
listing of same to be provided by Seller in the time in which to deliver evidence oftitle. Seller agrees to clean up and
Page 3
remove all abandoned personal property, refuse, garbage, junk, rubbish, trash and debris from the Property to the
satisfaction of Purchaser prior to closing.
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 this Agreement and any related agreements or leases, including reasonable
inspections. Seller shall retain possession of the Property at closing pursuant to a contemporaneously executed lease.
16. ACCES~;. 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 either party defaults under this Agreement, the non-defaulting party 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 damages, or any other remedy permitted by law or in equity resulting from the
other's default. In connection with any dispute arising out of this Agreement, including without limitation litigation
and appeals, the prevailing party 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 other 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.
19. RECORDING. This Agreement, or notice of it, and the contemporaneously executed lease may be recorded
by Purchaser in 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.
22. SEVERABILITY. In the event any ofthe 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, legal
representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and receipt
of all required public approvals, 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.
24. ENTIRE AGREEMENT. This Agreement is to be contingent upon the full effectiveness of any related
agreements executed pursuant to Section 380.032(3), F.S., and a related 99-year lease from Purchaser to Seller
(substantially conforming to that attached hereto), as reasonably modified to reflect any differences emanating from
unique Property Characteristics and requirements of the Section 380 Agreement, such agreements containing the
entire agreement between the parties pertaining to the subject matter contained therein and superseding all prior and
contemporaneous agreements, representations and understandings of the parties. No supplement, modification or
amendment to these Agreements shall be binding unless executed in writing by the parties.
25 . WAIVER. 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.
Page 4
26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment 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, and
finally approved pursuant to any legal or regulatory requirements.
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 . SURVIVAL. 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 Local Government's title to or possession of the Property.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE
OF AN ATTORNEY PRIOR TO SIGNING.
REMAINDER OF PAGE IS BLANK
Page 5
Property Tax I.D.#: 00125350-000000; AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 1 of2
SELLER:
By:
TIMOTHY OENI ,an authorized
representative of Manager H-TRY LLC,
a Florida limited liability company
STATE OF FLORIDA )
COUNTY OF MONROE)
r A~tP-r
The foregoing instrument was acknowledged before me this "1 ' da~, 2006, by TIMOTHY KOENIG, .
an authorized representative of Manager H- TRY LLC, a Florida limited liability company. He is personally known to
me or produced _ as identification.
(NOTARY PUBLIC)
SEAL
A~~:'rpg,.. John Marston
t:tli,"'{~ MY COMMISSION # DD244567 E. XPIRES
",.Jll!k'", August 25, 2007
~';'~P.f;~~'~' BQNOEDTHl!U TROY FAIN INSURANCE,lNC
~ /"- -----
~PU6TiC
(printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
Witness
By:
Witness
STATE OF FLORIDA )
COUNTY OF MONROE)
9-11,
me this / - day of July,
personally known to me or
as Idenlil1cation.
acknowledged before
He/she IS
(NOTARY PUBLIC)
SEAL
JlaLJo. &v;;4~
Notary Public
'~~"''':''!It:\
i*: ~r-
l,,1 .,
'o/!i'" .,
.Rr..~'
ISABEL C. DE SANT1S
MY COMMISSION' DD 194299
EXPIRES: Jun. 28, 2007
&l!lded Thru Nolary Public UndlllWfltem
(printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
Page 6
2006, by
produced
Property Tax 1.0.#: 00125350-000000; AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 2of2
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Page 7
ADDENDUM
(IMPROVEMENTS/PURCHASER)
A. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated
in a bUllding 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{B), 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 Destroying Organisms Inspection Report. Purchaser may, at its sole cost and
expense, obtain a Wood DestroYlng Organisms Inspection 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, windows, 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 deali1ll3 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 Hither: (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.
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Date signed by SeYler
PURCHASER
MONROE COUNTY,
By,
By,
Date signed by Seller
Page 8
Mayor
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EXHIBIT "A"
LEGAL DESCRIPTION
DoaII 2m1II
IIIlII 21311 p.. 132t
OIl t:IuI :r.1aBd. b_ .. S~ J..1aad 11II4 ....~"ll' B100k 38, __4ft4acr20
1ob, ~ t:o ....~ 10. .- -.:--.....n's :!P~a1: ~ a ~ ~ St:oak
x.1.aDd. zeaozdad La :!Phi: Book 1, :!Page 55, ~ Ccnmt:y, I'.l=ida
z.aoJ:ds .
ALSO
That: port::l.OD ~ FUst: ~_ ~yiDll' aa4 _4Rll':Den.- BloaJc 38 ad 39,
GIIIO"- Jo. lfcdKlIrAU)'s Phi: of! . part: ~ SCOok :r.1_d zaa_~Tl" tD
cU.so)-4--d by "'~llt::l._ 110. 33-1873, IIoalr:d ~ Covat:y c~ 4ad -TTa,
_J:dtMl .in oft~ tJ Beaozda Book 537, pa.gtl '37, of! t:he ~io
aaoo... ~ ~ Colmt:y, I'1orJ.da.
..... COUNTY
ClI'l'!CJII. _
Page 45 of 52
RESoLUTION NO. 33 -1973
WHEREAS, the Board of County Commissioners of Monroe County,
Florida, has been petitioned to renounce and disclaim any right of the County
and the public in and to the hereinafter described street, alley-way, road or
highway a8 delineated on the hereinafter described map or plat, and
WHEREAS, due notice has been published and a public hearing hall
'been held in accordance with Chapter 336. Florida Statutes. and
WHEREAS. at said public heariDg no objections were made to the
renouncing and disclaiming of any right of the County and the public in and to
'the hereinafter described Itreet. alley-way. road or highway &8 delineated
'I)n the hereinafter described map or plat. now therefore,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA. that 8:,"id Board hereby renounces and
die claims any risht 01 the County and the public in and to the following de-
:,cribed .treet~ alley-waYJ road or highway as delineated on the hereinafter
described map or plat, to--wlt:
That port ion of Firat Avenue lying and. being between
Blocks 38 and 39. McDonaldl. Plat, Stock bland,
recorded in Plat Book 1, page 5S of the Public Recorda
Of Monroe County~ Florida.
BE IT FURTHER RESOLVED BY SAlD BOARD that the Clerk of
llaid Board be, and he is hereby ordered to publish notice of said meeting
i.n accordance with the provi.ion. of Chapter 336, Florida Statutes.
DATED March 27, 1973.
AGREEMENT
Pursuant to Section 380.032(3), Florida Statutes
t:J COPY
nns SECTION 380.032 AGREEMENT is entered into between the Department
of Community Affairs, an agency of the State of Florida (hereinafter referred to as
"DCA" or Department"), Overseas Redevelopment Company, LLC (hereinafter
referred to as "ORC"), and Monroe County, a political subdivision of the State of Florida
(hereinafter referred to as "County"), pursuant to the terms and conditions herein and 9
380.032(3), Florida Statutes.
WHEREAS, Monroe County, Florida includes within its boundaries all of the
Florida Keys and is known as an Area of Critical State Concern, as designated under
Sections 380.05, Florida Statutes, and Chapter 28-36, F.A.C.; and
WHEREAS, the DCA is the state land planning agency having the power and
duty to exercise general supervision of the administration and enforcement of Chapter
380, Florida Statutes, the Environmental Land and Water Management Act (the "Act"),
which includes provisions relating to areas of critical state concern; and
WHEREAS, DCA is authorized by 9 380.032(3), Florida Statutes, to enter into an
agreement with any landowner, developer or other governmental agency as may be
necessary to effectuate the provisions and purposes of the Act, or any related rule; and
WHEREAS, in March, 2005 ORC entered into a contract to purchase a parcel of
real property located on Stock Island, Florida comprising approximately 3.56 acres, as is
more fully described in Appendix "A", also known Overseas Trailer Park (the
"Property"), pursuant to which contract ORC, as contract vendee, is entitled to seek and
obtain government approvals for the development of the Property; and
WHEREAS, after acquiring the Property, ORC presented an application for an
amendment to a conditional use to the County to convert sixty-three (63) mobile home
sites to forty-nine (49) market rate housing units on the property; and
WHEREAS, ORC negotiated with the County the terms of an agreement to
resolve vested rights and other development issues that were the subject of protracted
discussions between the County and ORC; and
May 3,2006
Page 1 of6
WHEREAS, the goal of the parties was to seek a means to preserve affordable
housing by identifying a plan that would create workforce housing units and recognize
certain remaining market rate units on the Property; and
WHEREAS, it is in the public interest and consistent with current County
ordinances and planning initiatives that Overseas Trailer Park be developed as workforce
housing, rather than market rate units; and
WHEREAS, it is in the public interest and consistent with County planning
initiatives that private lands capable of supporting workforce housing developments be
purchased and brought into public ownership when possible; and
WHEREAS, the County recognizes that to achieve this public purpose it is
necessary to provide Rate of Growth Ordinance rights (ROGO units) as part of the
purchase price incentive to private landowners in the position ofORC.
NOW, THEREFORE, in consideration of the mutual covenants and the terms and
conditions set forth hereafter, the County, ORC and DCA agree as follows:
1. Incoruoration of Recitals. All ofthe foregoing recitals are incorporated into
this Agreement.
2. Develooment Al!reements.
2.1. The parties agree that the Property that is subject of this agreement,
based on the most accurate historical information available, has sixty-three (63) ROGO
units allocated to the Property.
2.2. The parties agree that ORC currently has the lawful right to
construct forty-nine (49) market rate units on the Property.
2.3. The parties agree that there presently are an additional fourteen
(14) market rate ROGO units on the Property that may be transferred off site by ORC.
2.4. The County will purchase the Property from ORC pursuant to the
following terms and conditions:
a. The County will pay to ORC the sum of Two Million Five
Hundred Thousand Dollars ($2,500,000.00) in cash in exchange
for the transfer ofORC's fee simple ownership in the Property.
b. The County will lease the Property back to ORC in a lease
format approved by the County and ORC for a term of ninety-nine
May 3, 2006
Page 2 of6
May 3, 2006
(99) years for a rental rate of Ten Dollars ($10.00) per year. As
tenant, aRC shall assume all expenses and obligations of
ownership of the Property. As set forth below, aRC will
redevelop the Property into a workforce housing community,
which aRC will operate and manage consistent with the County's
workforce housing regulations, as amended from time to time,
including oversight by the County Housing Authority.
c. The County will allocate eighteen (18) of its affordable ROGO
units in its inventory to aRC for the redevelopment project, and
aRC will provide thirty-one (31) of its ROGO units to the project.
Said eighteen (18) County units and thirty-one (31) aRC units
shall be used by aRC to redevelop the Property into a forty-nine
(49) unit workforce housing community. The County may
substitute thirty-one (31) of its affordable housing RaGa
allocations for the 31 aRC units and in which event aRC will
assign the 31 aRC market rate ROGO allocations to the County
for its use. Thereafter, aRC shall own all forty-nine (49) units and
shall be able to sell the same to third parties in accordance with the
County's workforce housing guidelines. The parties agree that
aRC shall have the greatest possible latitude under the workforce
housing guidelines in its selling of units in the community, and
shall be able to sell such units at the maximum prices permissible
under the workforce housing guidelines, including but not limited
to those prices chargeable to people in the "moderate" income
classification.
d. The remaining thirty-two (32) market rate ROGO units retained
by aRC may be sold by aRC upon such terms and conditions as it
in its sole and absolute discretion deems appropriate, and such
units may be transferred off the Property singly, in groups or all
together to a receiver site or sites. aRC shall be entitled to transfer
such units at such time as it has been issued a building permit for
Page 3 of6
the redevelopment of the Property as set forth above. Each of the
thirty-two (32) ROGO units to be transferred off the Property is
deemed to meet the transfer criteria established by County
regulations and ordinances and shall be transferable as of right to a
receiver site. The units transferred off may not be transferred
beyond the Lower Keys District boundaries unless and until the
nutrient reduction system is officially dispensed with as a result of
official state action or judicial decree. The units being transferred
off-site may not be transferred in a Tier I zoning district; or a
special protection area if the construction of the units would
require clearing of natural habitat; or if evaluated under ROGO the
site would receive negative points under habitat protection,
threatened or endangered species, or critical habitat.
e. The transfer of affordable units from one owner to another will
be monitored by the County in a manner to be determined by the
County from time to time.
r Until such time as Monroe County shall adopt "workforce
housing" regulations ORC shall comply in all respects with the
definition of "affordable housing" in the Monroe County Code and
shall additionally require each unit purchaser or adult occupant to
be a member of the Monroe County workforce, i.e. to be gainfully
employed, full time, in Monroe County at the time of purchase or
occupancy and to remain so employed for not less than five years
thereafter.
3. !Construction of the A2reement. The parties hereto have entered into this
Section 380.032 agreement in recognition of the unique circumstances applicable to the
Property, and in consideration of the public benefits to be obtained by preserving
workforce housing stock. Accordingly, this Section 380.032 Agreement should not be
construed as establishing precedent or procedure for any other development application.
May 3, 2006
Page 4 of6
4. General Provisions. The County will not take any official action through its
agents or <employees which would contravene, interfere with or alter any provision in this
agreement.
5. Authorized Sienatures. The Board of County Commissioners of Monroe
County, or its authorized designee, shall execute this Section 380.032 Agreement on
behalf of the County following approval of this Agreement by the Board of County
Commissioners. The Director of the Division of Community Planning, or his/her
authorized designee, shall execute this Agreement on behalf of DCA. ORC shall execute
this Agreement by its duly-authorized officer.
6. Entiretv of Aereement. The County, DCA and ORC further agree that this
Section 380.032 Agreement contains the entire and exclusive understanding and
agreement among the parties and may not be modified in any marmer except by an
instrument in writing and duly signed by the County, DCA and ORC.
7. Duplicated Orieinals. This Section 380.032 Agreement may be executed in
any number of originals, all of which evidence one agreement, and only one of which
need be produced for any purpose.
8. Enforcement. In the event ofa breach of this Section 380.032 Agreement, or
failure to comply with any condition of it, the County, DCA and ORC may enforce this
Agreement pursuant to ~~ 380.05 and 380.11, Florida Statutes, or as otherwise provided
bylaw.
9. Scope of Authoritv. This Section 380.032 Agreement affects the rights and
obligations of the County, DCA and ORC as provided under the terms herein and
Chapter 380, Florida Statutes. This Section 380.032 Agreement is not intended to
influence or determine the authority or decisions of any other state or local government or
agency in issuance of any other permits or approvals that might be required by state law
or local ordinance for any development authorized by this Agreement except as otherwise
provided herein.
10. Effective Date. This Agreement shall take effect upon signature of the last
of the parties to sign this Agreement.
May 3, 2006
Page 5 of6
IN WITNESS WHEREOF, the parties by and through their respective
undersigned duly authorized representatives have executed this Agreement on the dates
and year below written.
OVERSEAS REDEVELOPMENT DCA
COMPANY, LLC
b : Joe Cleghorn, its
Manager
JUl 1 9 2006
Date signed
..~~
. Q,I!RI(
May 3, 2006
Page 6 of6
EXHffiIT "A"
LEGAL DESCRIPTION
DocII 1!I2'P1U
IIkII 2SM p... 1321
OIl t:be r.1aDd. bOWlS .. Stlook J.8J.aad aad w..illg D10ak 38. aoa".4ft4118'20
1ot:a. .-dI.Ag tlo ~ L. "'~'S 1'1&1: ~ & paz:~ ~ Stoak
t.1.&IId ~ iA 1'1a1: Book 1. Page 55. IfoIU:oe eo-t:y. nod.da
~.
ALSO
'1'b&~ port::l.oa o~ ~j.r.t; A_ lyiAg &lid. -."'1J be~ Block 38 aad 39.
9BOJlGII J.. "'",<,",,"'T-f"S 1'1&1: o~ a paJ:t: ~ St:oak :C.1.&IId ~ iA
cU.ao1..--ct by "'o1ut;t.oa Jfo. 33-1973. Boazd ~ Coaat:y C -ad_a.
1:eOOz:decl iA oHl~.l Ilaoorda Book 0'1. pap 93'1. ~ t:he ~a
baoJ:da ~ Ifcmzoe CcrImtl,y. 1'1oz:J.da.
..... COUlm'
ClI'fICIIL _
Page 45 of 52
RE:SOLUTION NO. 33 -1973
WHEREAS. the Board of County Commissioners of Monroe County,
Florida. has been petitioned to renounce and disclaim any right of the County
and the public in and to the hereinafter described street, alley,,"way. road or
highway as delineated on the hereinafter described map or plat. and
WHEREAS, due notice has been published and a public hearing has
been held in accordance with Chapter 336. Florida Statutes, and
WHEREAS. at said public hearing no objections were made to the
renouncing and disclaiming of any right of the County and the public in and to
the hereinafter described street. alleyooway. road or highway as delineated
on the hereinafter described map or plat. now therefore,
BE IT RESOLVE:D BY THE: BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY. FLORIDA. that s~id Boud hereby renounces and
disclaims any ri.ht of the County and the publiC in and to the following de-
Bcribed street, alley-way, road or highway as delineated on the hereinalter
described map or plat, to..wit:
That portion of Fir.t Avenue lying and being between
Blocks 38 and 39. McDonaldl. Plat, Stock Island.
recorded in Plat Book 1, page 55 of the Public Records
Of Monroe County, Florida.
BE IT FURTHE:R RESOLVED BY SAID BOARD that the Clerk of
said Board be. and he is hereby ordered to publish notice of said meeting
in accordance with the providoD8 of Chapter 336. Florida Statutes.
DATE:D March Z7, 1973.
,
Ri:SOitmo'N Ng. 27 3 ~
A RESOLUTION OF THE MONROE COUN'IY BOARD OF COVNTV
COMMISSIONERS DIRECl'lNG USERV ATION FOR AWARD OF
APIFORDABLE DWELLING tlNJT ALLOCATIONS FOR SPECIFIED
PROJECTS; SIU n~ TERMs AND CONDmONS
WHEREAS, the S1afe of Florida IlIld all local govetnmB$ in the Florida Keys
(each subject I(l Area of Critical Slate Concern m............ Ed8dng to housiDg
aftbnJabi1ity) RlClOplze the need for afIbnIabJe houslus tbroaghout the stItO and
pIIrticuJarIy .in the Florida Keys where developable Iaad for housing is extmneIy HmkM
and expolllsive; and
WBI:REAS, the c"'"n..v- of providing affbNa.bIe housiog "wwlAwides in the
Florida lCeys is one xoqulrios IIIIIlbIe lIlJII telIJlOb<liq use of ~ IIIIit "'''''''i(loI8,
iDcIudiog imp11!Ol:_ /~"liOD of ..a'e..tivo Jona..tIlIm pre8eI'VlIlion ~"""l; and
WHEREAS, ~ bas '-' II ~ in place on 1he aWlIld ofdvielliog unit
lIl~OlI$ __ Auaust. 2005; IlIld
WHEREAS, ReVenIl projegts C. dll..",pJatiDg tbe de:vetoplDfiDt of atlbn1&ble
bousiDg (the "Projedsj involve ~ ftmdiog and/or propeni.es and require fur
fbMf.., approwlllld other ~ the immedlale veri&ation of llffimIable ROOO
dwelling UIIit -"-don set asides; and
WHEREAS, the BOCC has llXlImined the Projects idell1iBed homn and
drO-lMd that each is in che Couaty's mt...wdl.;
NOW TRU.EFORE. BE IT RISOLVED BY TBlt BOARD OF COVNTY
COMMlSSlONERS OF MONROE COUNTY, II'LORIDA tht:
., 11....1: The Monroe County Plmmi>1g Deperlment sbal1 cfinlct llIId IIpp1'OVlI
the rescnation 8Dd set aside of affimfable ROGO alI0eati0ns fur one (J) year &om tbe
date of Ibis resoluticm (sbouJd buiIdiog JllllI1lits tb.r the relafIed UDits not be issued within
one (1) year lhlm the date oft&is IM:JIution all all(Oo..t:.... sbaU l'C!9lllt 110 che Coualy fur
possible aWlUd 110 odtcr lIppIicmm) fur the following Projects as fbllow9:
A. POI: the .'Putt VilIaFft project, forty (40) a1lbldabJe ROOO all"""lions.
n. For the "Islander ViIJaee" project, eigbty-niDe (89) aflbrdable ROGO
alloc:ations.
C. Forche "Overseas"projeet, fbrty-nine (49) affordable
ROGO aIloc:etioas..
D. .For~~~fi'Jr~~-mtyof1hc~~.sffIq~~ ....
Commullity Housing Laud Trust" Big Coppitt project, ten (10) aft'ordable
ROOO allocations.
E. For the fulll'-}lIII'Ilel "Carlisle" project, sixty-ninc (69) affi.mIable ROOO
alIocaliona.
- 2: Planning 8taff is hereby ~ to process QJ;peditiously permit
relllted IIpplicatioas fur !be ~ JlI'O.iecIll.
~ ~ Iio.. 3: Al:lImIative r.oelbods of deed restrictions as c1vl"-u.ed by !be
County Attorney's office may be substilDfed fur !be foRgoing projtlCts.
PASSED AND ADOPTED by the Bomd of COUllty Qnnmi~ ofMoaroe
County, Florida at a mgular meetintl held ora !be ..!1th. day of .Julv
2006.
Mqar ChatIes "Sonny" McCoy
Mayw Pro Tem Dbde Spebsr
ComnrimOll8l' GeoQIe Neugent
Comml.a1^___ OlemJ. Pattmt
('nrmnl-w- David Rice
Yes
Yes
Yes
TAA
Yes
BOARD OF COUNTY COMMISSIONERS
OFMOllROll ~'l'LORIDA
...-:::.~-~~~ BY'
~'~."7'";" (,t.' ....~..., ' .
~,. ,'~ ""':..i.' .\ 'V .....
d:!'~" #~'::-. Mayor "Sbmy" McCoy
I~'.t, /',' ~ _H Il.-~~":;~:\
i'. .".' .......-"" '\-"'~.'"
1/(;,';'--," ,',' 1" 23 \;y~\
1f~'r~.S.BA:L .i~~:~t..'(.~\.
1'" \.A .,.~;L. KOLHAGE, CLERK
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APPROVED AS TO FORM:
MONROE COUNTY moRN
veo AST F. .
CoUD1y Attorney
D...
2