02/21/2007 AgreementCleikdThe
MR COOK Danny L. Kolhage
Otrice (305) 295-3130 Faz (306) 295-3663
To: Suzanne Hutton,
County Attorney
Attn: Kathy Peters
From: Isabel C. DeSantiss,
Deputy Clerk
Date: Thursday, February 22, 2007
At the BOCC meeting on February 21, 2007, the Board granted approval and
authorized execution of a Settlement Agreement, as revised, between Monroe County and
Lloyd A. Good, Jr. to resolve potential lawsuit by Mr. Good regarding transferability of
development rights. The revision read into the record was as follows: Correction from
"Section 3 to Section 4:, Paragraph 6, lines 1 and 14, Pages 4 and 5 of the Settlement
Agreement.
Attached hereto are two duplicate originals of the subject document for your
handling. Should you have any questions, please do not hesitate to contact this office.
cc:
File
SETTLEMENT AGREEMENT
THIS AGREEMENT is made this &itday of February, 2007 by and
among Lloyd A. Good, Jr. (hereinafter Owner), Piece of Paradise LLC
(hereinafter Developer), and Monroe County, a political subdivision of
the state of Florida (hereinafter County).
WITNESSETH:
WHEREAS, Owner owns the fee simple title to six tracts and thirty- -
one lots situated in Sugarloaf Shores Section "C" Extension, a platted
subdivision as recorded in Plat Book 7, page 34 of the public records of
Monroe County, Florida, a copy of which amended plat and those tracts
and lots subject to this agreement which are not marked with an [X] is
attached hereto, made a part hereof and marked Exhibit 1; and
WHEREAS, the above referenced subdivision is zoned IS, Improved
Subdivision and consists of approximately forty (40) acres; and
WHEREAS, Owner has agreed by written agreement dated
September 19, 2006, with Developer to transfer by deed the following
twenty-four lots shown on Exhibit 1 and marked with an X to Developer
on February 28, 2007, lots 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 41,
42, 43, 44. 45, 46, 47, 48, 49, 52, 53, 54 and 55 all of which, are
called "ROGO lots", each having received dedicatable ROGO lot letters
from the County biologist; and
WHEREAS, the Owner on December 12, 2006 by the terms of
above said agreement deeded lots 41, 42, 43, 44, 45, and 46 shown on
Exhibit 1 to Developer for valuable consideration together with the
letters from the County biologist that each of said six lots was ROGO
dedicatable; and
1
WHEREAS, it is Developer's specific intent to transfer by fee
simple deed all of the above twenty-four lots to County in exchange for
ROGO points as set forth in said letter of dedicatability; and
WHEREAS, on December 15, 2006 Owner and Developer entered
into the written agreement attached hereto made a part hereof and
marked Exhibit 2 which agreement was "contingent on the qualification
of the individual transfer development rights TDR's at the rate of one
IS zoned TDR which shall transfer as one SR or greater TDR"; and
WHEREAS, Monroe County Code Section 9.5-265 provides that all
residential development rights allocated or established in Section9.5-
262, 9.5-263 and 9.5-264 shall be transferable in whole or in part from
one parcel of land to any other in accordance with Monroe County Code
Section 9.5-265; and
WHEREAS, Monroe County Code Section 9.5-263 provides that
notwithstanding the density limitation of Section 9.5-262 the owner of
a lot in an improved subdivision district such as Section "C" Extension
shall be: entitled to develop a singe family detached dwelling on the lot;
and
WHEREAS, Owner on December 21, 2006, presented to County an
Affidavit of Ownership and Intent to transfer development rights
pursuant to Monroe Code Section 9.5-265(b)(1) a copy of which is
attached hereto and incorporated herein Exhibit 3; and
WHEREAS, there have been conflicting interpretations of the
meaning of Code Sections 9.5-265 and 9.5-263. One such
interpretation of those code sections provided that, contrary to their
explicit language, the ordinances did not permit the transfer of
development rights from an IS district to an SR district; and
WHEREAS, because of this interpretation, which the Owner
believes to be in error, Owner has advised the Monroe County
Attorney's Office of Owner's intention to file a Declaratory Judgment
2
Action in the Circuit Court of Monroe County not only to declare that
such a transfer is proper and should be allowed but for damages, costs,
and at".orney's fees; and
WHEREAS, County, Owner and Developer, are interested in
resolving this matter to the mutual benefit of all parties without Court
litigation and/or cost.
NOW THEREFORE, the parties hereto intending to be legally bound
hereby agree on behalf of themselves, their heirs, successors, and
assigns as follows:
1. Each of the thirty-one lots and six tracts agreed to be sold by
Owner to Developer under Exhibit 2 attached hereto shall have
one development right which shall be transferable by Owner to
Developer or its assigns so that each IS lot will entitle
Developer or its assigns to increase the density on any other
residential parcel to the maximum residential density allowed
per area as set forth in the Monroe County Code.
2. ]Developer agrees pursuant to the conditions set forth in Code
Section 9.5-265(a) that any proposed development of any
receiver site shall be approved as part of a conditional use
permit, that the development of any proposed receiver site will
not exceed the maximum density set out in Section 9.5-262 and
9.5-267 and that the sensitivity of any receiver site shall be less
than or equal to the sensitivity of Section "C" Extension shown
in Exhibit 1.
3. Owner and Developer agree that as an additional benefit to
County, title to the fee of each of the six tracts and thirty-one
lots less their TDR's shall be transferred to County by Owner or
Developer in order to vest in County the entire fee to all of
Section "C" Extension shown on Exhibit 1 once County receives
the fee to the twenty-four ROGO lots from Owner or Developer.
i
4. As soon as this Agreement is approved by the County
Commission, and documentation satisfactory to County
concerning title and any other concerns of County is received,
Developer and/or Owner will transfer title to the twenty-four
ROGO lots to County in fee simple. At the present time, the
donation of these lots is worth two points per lot; if the Tier
System currently under challenge is implemented, the donation
of these lots shall entitle the Owner, Developer or assignees to
four points per lot. The points shall be determined at the time of
the use, that being at the time of the development approval
which utilizes the points.
5. Owner and/or Developer will transfer title to the six tracts and
thirty-one lots covered by Exhibit 2 to County in exchange for
the transfer of the thirty-seven residential development rights on
thirty-seven tracts and lots to Developer or its assigns; the
residential development rights shall be memorialized in a
certificate authorized by the Monroe County Commission and
issued by the County that will identify each TDR with its
underlying property so that each TDR can thereafter be
transferred by warranty deed. The County shall retain the
residential development rights on the twenty-four (24) ROGO
lots.
6. Each of the ROGO allocation points referenced in SectionX
above shall be given a specific designation and memorialized in a or
certificate authorized by the Monroe County Commission and
issued by the County that will allow for the assignment to third
parties of any or all of the ROGO allocation points by the
Developer and/or Owner and/or their respective successors and/or
assigns. ROGO points are not eligible for donation to properties
within the Big Pine Key and No Name Key Habitat Conservation
Plan area. The transfer of any of the aforementioned ROGO
0
allocation points shall be by a notarized Assignment of Interest,
which shall become effective either upon delivery to the County
Attorney for Monroe County or recordation in the Public Records of
Monroe County, Florida rior to the transfer of the property set
forth in Section4ji� He County Attorney will deliver to the �� a
yer
Developer and Owner a formal legal opinion setting forth the
reasonable procedures to apply the ROGO allocation points to
receiver sites.
IN WITNESS WHEREOF the parties hereto have set their hands and
seals on the aforesaid date.
OWNER
Lloyd A. Good, Jr.
ECE OF PAR SE, LLC
Title: 1'raa n�arL
Print Name:STt11,FN \./�e11.ACl—,
MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS
Mayor firi?i. iGennaro
(Seal)
ATTE'ST:n DANNNY KOLHAGE,
Deputy Clerk
MONROE COUNTY ATTORNEY
APPRO ED AS FORM:
SUSAN M. OAIMSLEY
ASSISTANT COUNTY ATTORNEY
Date 2- 1.0-07
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Law Offices of Paul M. Kade
9200 South Dadeland Blvd., Suite 400
Miami, Florida 33156-2712
Tel. (305) 670-6929 / Fax (305) 670-9990
PARTIES AND DESCRIPTION OF PROPERTY
1 1. SALE AND PURCHASE:
4 agree to sell and buy on the terms and conditions specified below the property ("Property") described as:
5 Address: SIg'rr afSh""" Section CSuGarroafKey Florida
s Legal Description:
e
9
10 inducing all improvements and the following additional property:
11
12
13
14 PRICE AND FINANCING.
15 2. PURCHASE PRICE: $ $45.000 per qualified TDR payable by Buyer in U.S. funds as follows:
1s (a) $__ Deposit received (checks are subject to clearance)
17 by for
18 Signature Name of Company ("Escrow Agent"),
19 (b) $ 10.000.00 Additional deposit to be delivered to Escrow Agent by PAUL M KADETRUSTACCOUNT
20 or 5 days from Effective Date (10 days if left blank).
21 (c) Total financing (see Paragraph 3 below) (express as a dollar amount or percentage)
22
23 (e) $ Balanceto dose (not including Buyer's dosing costs, prepaid items and prorations). All funds
24 paid at dosing must be paid by locally drawn cashiers check official check or wired funds.
25 ❑ (f)(complete only if purchase price will be determined based on a_per unit cost instead of a foxed price) The unit used to
26 determine the purchase price is ❑ lot ❑ acre ❑ square foot u other (specify: )
27 prorating areas of less than a full unit The purchase price will be $ per unit based on a calculation of
28 total area of the Property as certified to Buyer and Seiler by a Florida -licensed surveyor in accordance with Paragraph 8(c) of
29 this Contrail. The following rights of way and other areas will be exdudedfrom the calculation:
30
31 3. CASHIFINANCING: (Check as applicable) X (a) Buyer will pay cash for the Property with no financing contingency.
32 ❑ (b) This Contrail is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s) specified below (the
33 'Financing") within days from Effective Date (if left blank then Closing Date or 30 days from Effective Date,
34 whichever occurs first) (the "Financing Period'). Buyer will apply for Financing within days from Effective Date (5
35 days if left blank) and will timely provide any and all credit, employment, financial and other information required by the
36 lender. If Buyer, after using diligence and good faith, cannot obtain the Financing within the Financing Period, either party
37 may canoe] this Contractand Buyer's deposits) will be returned after Escrow Agent receives proper authorization from all
38 interested parties.
39 ❑ (1) New Financing: Buyerwili secure a commitment for new third party financing for
40 $ or % of the purchase price at the prevailing interest rate and loan costs based on
41 Buyer's creditworthiness. Buyer will keep Seller and Broker fully informed of the loan application status and progress
42 and authorizes the lender or mortgage broker to disclose all such information to Seller and Broker.
43 ❑ (2) Seller Financing: Buyerwill execute a ❑ first ❑ second purchase money note and mortgageto Seller
44 in the amount of $ bearing annual interest at °/4 and payable
45 as follows:
4e The mortgage, rote, and any security agreement will be in a form acceptable to Seller and will follow forms generally
47 accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the
48 mortgagee's option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any
49 time(s) with interest only to date of payment will be due on conveyance or sale; will provide for release of contiguous
5o parcels, if applicable; and will require Buyerto keep liability insurance on the Property, with Seller as addtional named
51 insured. Buyer authorizes Seller to obtain credit, employment and other necessary information to determine
52 creditworthiness for the financing. Seller will, within 10 days from Effective Date, give Buyer written notice of whether or
53 not Seller will make the loan.
54 Buyer ( L ( ) and Seller( acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.
VAC-8 Rev. 10/04 02004 Florida AssodatiOn of Reallorso All ri9111s reserved. Lloensed to Alta Star Sonware. User Regli S-21-1033MIVIGOM82001007
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55 ❑ (3) Mortgage Assumption: Buyerwill take title subject to and assume and pay existing first mortgage to
56 LN# in the approximate amount of
57 $ currently payable at $ per month induding principal, interest, ❑ taxes
59 and insurance and having a ❑ fi ed ❑ ther (describe)
59 interest rate of % which r] will LJ will not escalate upon assumption. Any variance in the mortgage will
W be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow
61 account dollar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the
e2 assumption/transfer fee exceeds $ either party may elect to pay the excess, failing which this
ra agreement will terminate and Buyer's deposit(s) will be returned.
64 CLOSING
J r;s 4. CLOSING DATE• OCCUPANCY: This Contract will be dosed and the deed and possession delivered on or before
Y ss Si'"E A0017�0,..,,s_ _I,ertMs ,unless extended by other provisions of this Contract If on
1 67 Closing Date Insurance underwriting is suspended, Buyer may postpone dosing up to 5 days after the insurance suspension
69 is lifted. If this transaction does not dose for any reason, Buyerwill immediately return all Seller -provided title evidence,
69 surveys, association documents and other items.
70 5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the Property is located and may be
71 conducted by mail or electronic means. If We insurance insures Buyer for title defects arising between the title binder effective
72 date and recording of Buyers deed, dosing agent will disburse at dosing the net sale proceeds to Seller (in local cashiers
73 checks if Seller requests in writing at least 5 days prior to dosing) and brokerage fees to Broker as per Paragraph 17. In
74 addition to other expenses provided in this Contract, Seller and Buyerwill pay the costs indicated below.
75 (a) Seller Costs: Seller will pay taxes on the deed and recording fees for documents needed to cure title; title evidence (if
76 applicable under Paragraph 8);
n Other:
78 (b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed and
79 financing statements; loan expenses; lenders title policy at the simultaneous issue rate; inspections; survey and sketch;
e0 insurance;
st Other.
82 (c) TMe Evidence and Insurance: Check (1) or (2):
e3 ❑ (1) The title evidence will be a Paragraph 8(a)(1) owners title insurance commitment. ❑ Seller ❑ Buyer will
84 select the title agent ❑ Seller ❑ Buyer will pay for the owner's title policy, search, examination and related
65 charges. Each party will pay its own dosing fees.
86 j$ (2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence. ❑ Seller DI Buyer will
97 pay for the owners title policy and select the title agent Seller will pay fees for title searches prior to dosing, including
ea tax search and lien search fees, and Buyer will pay fees for title searches after dosing (if any), title examination fees and
89 dosing fees.
90 (d) Proration: The following Items will be made current and prorated as of the day before Closing Date: real estate
91 taxes, interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the
92 current year cannot be determined, the previous year's rates will be used with adjustment for any exemptions.
93 PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ONTHE SELLERS CURRENT PROPERTY
94 TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR
95 SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS
96 REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY
97 QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR
96 FURTHER INFORMATION.
98 (e) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i)
too the full amount of liens that are certified, confirmed and ratified before dosing and (ii) the amount of the last estimate of
101 the assessment if an improvement is substantially completed as of Effective Date but has not resulted in a lien before
102 dosing, and Buyer ll
103 Withholding: Selller isy allh M Tax er
a foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code
(fl n9:
104 requires Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the
105 Internal Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provides Buyer with
105 an affidavit that Seller is not a" foreign person", (2) Seller provides Buyer with a V&hholding Certificate providing for
107 reduced or eliminated withholding, or (3) the gross sales price is $300,000 or less, Buyer is an individual who purchases
tin the Property to use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property
109 for at least 50% of the number of days the Property is in use during each of the first two 12 month periods after transfer.
110 The IRS requires Buyer and Seller to have a U.S. federal taxpayer identification number ("TIN"). Buyer and Seller agree
III to execute and deliver as directed any instrument, affidavit or statement reasonably necessary to comply with FIRPTA
112 requirements including applying for a TIN within 3 days from Effective Date and delivering their respective TIN or Social
113 Security numbers to the Closing Agent If Seller applies for a withholding certificate but the application is still pending as
114 of dosing, Buyerwill place the 10%tax in escrow at Seller's expense to be disbursed in accordance with the final
115 determination of the IRS, provided Seller so requests and gives Buyer notice of the pending application in accordance
116 with Section 1445. If Buyer does not pay sufficient cash at dosing to meet the withholding requirement, Seller will deliver
117 to Buyer at dosing the additional cash necessary to satisfy the requirement. Buyer will timely disburse the funds to the
11e IRS and provide Seller with copes of the tax fors and receipts.
119 Buyer � Qand Setter ( t f 11 acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.
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lC 'A kf)6
120 (g)1031 Exchange: If either Seller or Buyer wishes to enter into a like -kind exchange (either simultaneously with dosing
121 or after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate in all reasonable
122 respects to effectuate the Exchange including executing documents; provided, however, that the cooperating party will
123 incur no liability or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by
124 the Exchange.
PROPERTY CONDITION
125 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions
126 resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and grounds in
127 a comparable condition and will not engage in or permit any activity that would materially alter the Property's condition without
12e the Buyer's prior written consent
129 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which
130 flood zone the Property is In, whether flood insurance is required and what restrictions apply to improving the Property
131 and rebuilding in the event of casualty.
132 (b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which affect
133 Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study Period has
134 expired or if Buyer has checked choice (c)(2) below.
135 (c) Inspections: (check (1) or (2) below)
135 X (1) Feasibility Study: Buyer will, at Buyer's expense and within .30 days from effeeCire-O a ("Feasibility
137 Study Period'), determine whetherthe Property is suitable, in Buyer's sole and absolute discretion,
138 form "r neAM 30da loom ,W rTOR renal use.
139 During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests,
140 analyses, surveys and investigations ("Inspections") that Buyer deems necessaryto determine to Buyer's satisfaction
141 the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision
142 statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and
143 regional growth management plans; availability of permits, government approvals, and licenses; and other Inspections
144 that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. It the Property must
145 be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller will sign all documents
14e Buyer is required to file in connection with development or rezoning approvals.
147 Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility
148 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and
149 assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless
150 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, from expenses and liability
151 incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of
152 any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a
153 construction lien being filed against the Property without Seller's prior written consent If this transaction does not
154 dose, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return
155 the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other
15e work generated as a result of the Inspections.
157 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination
15e of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute
159 acceptance of the Property as suitable for Buyer's intended use in its "as is' condition. If the Property is unacceptable
fro to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the
161 day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper
162 authorization from all interested parties.
1e3 ❑ (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, inducing being
164 satisfied that either public sewerage and water are available to the Property or the Property will be approved for the
165 installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations
166 and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental
167 conditions, are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations.
16a (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any
la) contiguous lanai which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, parcels,
tic units, or interests; or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or more
171 lots, parcels, units, or interests which are offered as a part of a common promotional plan", Buyer may cancel this Contract
172 for any reason whatsoever for a period of 7 business days from the date on which Buyer executes this Contract. If Buyer
173 elects to cancel within the period provided, all funds or other property paid by Buyer will be refunded without penalty or
174 obligation within 20 days of the receipt of the notice of cancellation by the developer.
175 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before dosing, or
17e Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or
1n if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written
Ira notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will dose in accordance with
179 this Contract and receive all payments made by the government authority or insurance company, if any.
1e0 Buyer ( ) and Seller I 1 ( 1 acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
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lei TITLE
1s2 8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative or
183 guardian deed as appropriate to Seller's status.
184 (a) Title Evidence: Tltie evidence will show legal access to the Property and marketable title of record in Seller in
185 accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of
1Be which prevent Buyer's intended use of the Property
187 as
188 covenants, easements and restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and
189 mineral rights of record if there is no right of entry; current taxes; mortgages that Buyerwili assume; and encumbrances that
190 Seller will discharge at or before dosing. Seller will deliver to Buyer Seller's choice of one of the following types of title
191 evidence, which must be generally accepted in the county where the Property is located (specify in Paragraph 5(c) the
192 selected type). Seller will use option (1) in Palm Beach County and option (2) in Dade County.
193 (1) A title Insurance commitment issued by a Florida -licensed We insurer in the amount of the purchase price and
194 subject only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date.
195 (2) An existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be
19e certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the
197 Property recorded in the public records of the county where the Property is located and certified to Effective Date.
198 However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed
199 insurer as a base for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format
200 acceptable to Buyer's dosing agent from the policy effective date and certified to Buyer or Buyer's dosing agent,
201 together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to Seller
202 then (1) above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date.
203 (b) Title Examination: Buyerwill examine the title evidence and deliver written notice to Seller, within 5 days from receipt
204 of title evidence but no later than dosing, of any defects that make the title unmarketable. Seller will have 30 days from
205 receipt of Buyers notice of defects ("Curative Period') to cure the defects at Seller's expense. If Seller cures the defects
206 within the Curative Period, Seiler will deliver written notice to Buyer and the parties will dose the transaction on Closing
207 Date or within 10 days from Buyer's receipt of Sellers notice if Closing Date has passed. If Seller is unable to cure the
208 defects within the Curative Period, Seiler will deliver written notice to Buyer and Buyer will, within 10 days from receipt of
209 Seller's notice, either cancel this Contractor accept title with existing defects and dose the transaction.
210 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written notice
211 to Seller, within 5 days from receipt of survey but no later than 5 days prior to dosing, of any encroachments on the
212 Property, encroachments by the Property's improvements on other lands or deed restriction or zoning vioiations. Any such
213 encroachment or violation will be treated in the same manner as a title defect and Buyers and Seller's obligations will be
214 determined in accordance with subparagraph (b) above. If any part of the Property lies seaward of the coastal construction
215 control line. Sellerwill provide Buyer with an affidavit or survey as required by law delineating the line's location on the
216 property, unless Buyerwaives this requirement in writing.
217 MISCELLANEOUS
218 9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on which the last of the parties initials or signs
219 the latest offer. Time is of the essence for all provisions of this Contract. All time periods expressed as days will be
220 computed in business days (a "business day' is every calendar day except Saturday, Sunday and national legal holidays). If
221 any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time
222 periods will end at 5:00 p.m. local time (meaning in the county where the Property is located) of the appropriate day.
223 10. NOTICES: Al notices will be made to the parties and Broker by mail, personal delivery or electronic media. Buyer's failure
224 to deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies
225 will render that contingency null and void and the Contract will be construed as H the contingency did not exist Any
22e notice, document or Item given to or received by an attorneyor Broker (including a transaction broker) representing a
227 party will be as effective as If given to or by that party.
228 11. COMPLETE AGREEMENT: This Contract Is the entire agreement between Buyer and Seller. Except for brokerage
229 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract.
230 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the parry to be bound.
231 This Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications
232 communicated electronically or on paper will be acceptable for all purposes, inducting delivery, and will be binding.
233 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this
234 Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller
235 will use diligence and good faith in performing all obligations under this Agreement This Contract will not be recorded in any
23e public records.
237 12. ASSIGNABILITY; PERSONS BOUND: Buyer may nMassign this Contract without Seller's written consent. The terms
238 "Buyer", "Seller", and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors,
239 personal representatives and assigns (if permitted) of Buyer, Seller and Broker.
240 Buyer( A 1 f, i and Seller ( 1 ( J acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.
VAC-8 Rev. 1010402004 Florida Association of Realtors®. All rights reserved. Licensed to Afta Star Software.
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (305) 2794898
� .G %. i- , -'), C0
241 DEFAULT AND DISPUTE RESOLUTION
242 13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent
243 effort, Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit
244 without waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to
245 Broker for the full amount of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time
246 specified, including timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be
247 paid as liquidated damages or to seek specific performance as per Paragraph 14; and Broker will, upon demand, receive 50%
248 of all deposits paid and agreed to be paid (to be split equally among cooperating brokers except when dosing does not occur
249 due to Buyer not being able to secure Financing after providing a Commitment, in which case Brokers portion of the deposits
250 will go solely to the listing broker) up to the full amount of the brokerage fee.
251 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in
252 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows:
253 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days
254 from the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent
255 will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the Florida
256 Real Estate Commission. Buyer and Seller will be bound by any resulting award, judgment or order.
257 (b) All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to
258 resolve the matter through mediation, failing which the parties wilt resolve the dispute through neutral binding arbitration in
259 the county where the Property is located. The arbitrator may not alter the Contract terms or award any remedy not provided
260 for in this Contract The award will be based on the greater weight of the evidence and will state find ngs of fad and the
261 contractual authority on which it is based. If the parties agree to use discovery, it will be in accordance with the Florida Rules
262 of Civil Procedure and the arbitrator will resolve all discovery -related dsputes. Any disputes with a real estate licensee
263 named in Paragraph 17 will be submitted to arbitration only B the licensee's broker consents in writing to become a party to
264 the proceeding. This clause will survive dosing.
265 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by
26e submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a
267 settlement on the parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or
268 other mediator agreed on by the parties. The parties will equally divide the mediation fee, if any. "Arbitration' is a process in
269 which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decision is
270 binding on the parties. Arbitration will be in accordance with the rules of the AAA or other arbitrator agreed on by the parties.
271 Each party to any arbitration will pay its own fees, costs and expenses, including attorneys' fees, and will equally split the
272 arbitrators' fees and administrative fees of arbitration. In a civil action to enforce an arbitration award, the prevailing party to
273 the arbitration shall be entitled to recover from the nonprevailing party reasonable attorneys' fees, costs and expenses.
274 ESCROW AGENT AND BROKER
275 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow
27e and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this
277 Contract, inducing disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for
278 msdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this
279 Contract or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing
280 fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed funds or
2e1 equivalent and charged and awarded as court costs in favor of the prevailing party. All daims against Escrow Agent will be
282 arbitrated, so long as Escrow Agent consents to arbitrate.
2e3 16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts and representations
2e4 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts,
285 determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, etc.) and
2e6 for tax, property conWtion, environmental and other specialized advice. Buyer acknowledges that Broker does not reside in the
297 Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or public
28e records. Buyer agrees to rely solely on Seller, professional Inspectors and governmental agencies for verification of
289 the Property condition and facts that materially affect Property value. Buyer and Seller respectively will pay all costs and
290 expenses, inducing reasonable attorneys' fees at all levels, incurred by Broker and Brokers officers, drectors, agents and
291 employees in connection with or arising from Buyer's or Seller's misstatement or failure to perform contractual obligations.
292 Buyer and Seller hold harmless and release Broker and Broker's officers, directors, agents and employees from all liability for
293 loss or damage based on (1) Buyer's or Seller's misstatement or failure to perform contractual obligations; (2) Broker's
294 performance, at Buyer's and/or Seller's request, of any task beyond the scope of services regulated by Chapter 475, F.S., as
295 amended, inducing Brokers referral, recommendation or retention of any vendor; (3) products or services provided by any
2% vendor, and (4) expenses incurred by any vendor. Buyer and Seller each assume full responsibility for selecting and
297 compensating their respective vendors. This paragraph will not relieve Broker of statutory obligations. For purposes of this
29e paragraph, Broker will be treated as a partyto this Contract This paragraph will survive dosing.
299
f this page, which is Page 5 of 7 Pages.
(305) 279-9898
3oo 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to Closing
Sol Agent: Seller and Buyer direct dosing agent to disburse at dosing the full amount of the brokerage fees as specified in
302 separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent Broker
303 has retained such fees from the escrowed funds. In the absence of such brokerage agreements, dosing agent will disburse
304 brokerage fees as indicated below. This paragraph will not be used to modify any MLS or other offer of compensation made by
305 Seller or listing broker to cooperating brokers.
306 George F. M-Son Prudential Kevside Properties
307 Selling Sales AssociateUcense No. Selling Firm'Brokerage Fee: ($ or % or Purchase Price) tee (f0•/9)
305
3og
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311
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Using Sales Associa(Micense No. Listing FvmBrokerage Fee:($or%of Purchase Price)
ADDITIONALTERMS
18. ADDITIONALTERMS:
1 This offer/contract is condpoent on the ouali/icatfon of the indvldual Transferable Develooment Rights
(TDR's) at the rate of one IS zoned TDR which shaft transfer as one SR denslity or greater TDR. _
314
315
2 This contract is for the purchase of a total of 37 TDR's Closing on 16 TDR's will occur within 30 days of
316
receipt of Me TDR letters for pwse
sunder ske lots being made available to Buyer for inspection and approval
317
as per Feasibility Study Period
purchase price is S46' 000 per gualkying TDR Closing on the remaining 21
319
TDR's shall occur upon the latter of June 15 2007 or within 30 days of the receipt of TDR lekers at a price of
319
$r 000 per oua1lWn7 TDR
320
321
3 Title to ak MR lots and tracts
associated with these TDR's shall be transferred to Monroe County by fee
322
We by seller and/or buyer
after the TDR's are transferred to Buyer In the event there am fewer than 37
323
_simple
TDR s available and guallfed for
Purchase Seller agrees to sdl and Buyer shall have the right to purchase all of
324
those TDR's 6W gualfir
325
3264.
-- at Buyer's option may
cancel or extend this contract k Buyer has not received TDR letters by February
327
i 2007
-
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336
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342 Buyers( 1 and Seller () ( 1 acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.
VA" Rev. 10/04 02004 Florida Association of ReaUorSO. All rights reserved Ucensed to AU Star Software
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (305) 279-8898
1 Gu ii, .A- (�),l �r )
343 This is Intended to be a legally binding contract If not fully understood, seek the advice of an attorney prior to signing.
344
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347
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OFFER AND ACCEPTANCE
(Check If applicable: ❑ Buyer received a written real property disclosure statement from Seller before making this Offer.)
Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a copy
delivered to Buyer no later than ❑ a.m. ❑ p.m. on this
offer will be revoked and Buyer's deposit refunded subject to clearance of funds.
Piece of PPar`adi'se,LLLC O Jp
Date: S P� Buyer: A ^"� ,.�tC ^1^
Print name: �j;_,£fev^n w Po/lack M-a er
Date: December 15. 2006
Phone: 305-AS3a521
Fax: 305-4534622
Email:
3% Date:
357
3% Date:
359 Phone:
300 Fax:
361 Email:
0
,) 0LC ACID 1U PKtCCWLIF'. C` ^n
Buyer: _
Print name:
Address: _
Lloyd A. Good, Jr.
Seller:
Print name: i1oyd a food Ji
Seller:
Print name:
Address: _
COUNTEROFFER REJECTION
m3 ❑ Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver
364 a Copy of the acceptance to Seller by 5:00 p.m. on ). ❑ Seller rejects Buyer's offer.
KiA
Effective Date: (The date on which the last parry signed or initialed acceptance of the final offer.)
366 Buyer!S& 1 1 and Seller f 1(_� advvorriedge receipt of a copy of This page, which is Page 7 of 7 Pages.
The FloridadAssociation of REALTORS and kcal BoarNAssodation of REALTORS make no representation as to the "al validity or adequacy of any provision of this
forth in my specific transaction. This standardized form should hat be used in complex transactions or with extensive riders or additions This farm is available for use by
the entire reel estate, Industry and is not attended to identify the user as a REALTOR. REALTOR is a registered cmkctive membership mark that may be used only by
real estate Ikenseeswho are members of the National Association of REALTORS and who subscribe to Its Cock of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of blankforms by any mains inctudirg facsimile or campNe ued forms.
VAG09 8 Rev. 1402004 Florida Association of ReahorsQ9. All rights reserved. Licensed to Arta Star Software. ALTA
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (305) 279-8898 STIR
AFFIDAVIT OF OWNERSHIP
AND INTENT TO TRANSFER DEVELOPMENT
RIGHTS PURSUANT TO MONROE COUNTY CODE
SECTION 9.5-265(b)(1)
Lloyd A. Good, Jr. being duly sworn according to law states as
follows:
I. That he is the sole owner of the following lots and tracts
contained in Sugarloaf Shores Section "C" Extension according
to the plat thereof as recorded in Plat Book 7, page 34 of the
public records of Monroe County, Florida.
Numbered Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18, 19, 20, 21, 22, 23, 24, 25, 37, 38, 39, 40, 50, 51 for a total
of 31 numbered lots. Tracts "A" "B" "C" "D" "E" "F" for a total 6
Tracts.
2. That he intends to transfer all the residential development rights
on each of the above lots and tracts to Piece of Paradise LLC
pursuant to a contract dated December 15, 2006.
3. That he sold lots 41, 42, 43, 44, 45 and 46 of said Section "C"
Extension to Piece of Paradise LLC on December 15, 2006 and is
under contract with Piece of Paradise to sell lots 26, 27, 28, 29,
30, 31, 32, 33, 34, 35, 36, 47, 48, 49, 52, 53, 54, and 55 to Piece
of Paradise LLC on February 28, 2007. Each of the twenty-four
above lots have received ROGO dedicatable letters from Ralph
Gouldy, Sr., Administrator Environmental Resources of the
1 MK I' ,'k -3 C C �
Monroe County Planning Department and all ownership thereof
will be transferred to Monroe County in fee for ROGO points in
the near future.
4. That at the time he transfers the development rights to the 37
lots and tracts set forth in paragraph 1 to Piece of Paradise LLC
he will place in escrow with the Monroe County Attorney's
office a deed in fee simple to all said 31 lots and 6 tracts so that
Monroe County will have title to the entire IS subdivision known
as Sugarloaf Shores Section "C" Extension after it receives the
Deeds to the 24 lots transferred to it for ROGO points from
Piece of Paradise.
Lloyd A. Good, Jr.
Sworn before me this 2151 day of December 2006 by Lloyd A. Good,
Jr. who is personally known to me.
Dolores A. Zickert
Notary Public
4