Item G2LAND AUTHORITY GOVERNING BOARD
AGENDA ITEM SUMMARY
Meeting Date: September 20, 2006
Bulk Item: Yes No X
Division: Land Authority
Staff Contact Person: Mark Rosch
Agenda Item Wording: Approval of contracts to purchase the Sea Grape Apartments site in Marathon
(RE #103560-000200) as an affordable housing site.
Item Background: The Sea Grape Apartments site is located near MM 50.5 on the oceanside in
Marathon. The site is zoned Urban Residential with a habitat classification of disturbed with exotics.
Marathon City Council Resolution 2005-004 nominates the site for acquisition for affordable housing.
The Carlisle Group submitted this site in response to the BOCC's request for proposals for
purchase/leaseback affordable housing sites. Carlisle proposes to develop the site with a total of 84
affordable units in two phases using construction financing from the Florida Housing Finance
Corporation. The proposed contracts anticipate the following steps: 1) the Land Authority will purchase
the entire site for a total of $1,400,000 ($933,333 for Phase I and $466,667 for Phase II); 2) the Land
Authority will transfer title to the BOCC; and 3) the BOCC will lease the property back to the Sellers for
development. Approval of this agenda item will allow staff to proceed with step 1.
Advisory Committee Action: On August 23, 2006 the Committee voted 4/0 to approve the proposed
contracts.
Previous Governing Board Action: On June 16, 2004 the Board approved adding the site to the
Acquisition List.
Contract/Agreement Changes: N/A
Staff Recommendation: Approval
Total Cost: $1,421,759
Budgeted: Yes X No
Cost to Land Authority: $1,421,759 Source of Funds: Land Authority
(Tourist Impact Tax and State Park Surcharge)
Approved By: Attorney X County Land Steward
Documentation: Included: X To Follow: Not Required:
Disposition: Agenda Item
PURCHASE CONTRACTS
09/20/06
Purchase Envr. Audit, Survey Title
Property Price or Clean-up Insurance
Vaca Key Acreage
RE#00103560-000200
Sea Grape Apartments, Ltd. - Phase 1
$933,333.00 $6,650.00
Sea Grape 11, Ltd. - Phase 11
$466,667.00 $6,650.00
$1,400,000.00
Attorney Recording Acquisition
Fee Fee Total
$4,870.00 $500.00
$2,535.00 $500.00
$27.00 $945,380.00
$27.00 $476, 379.00
$1,421,759.00
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AGREEMENT FOR THE PURCHASE OF LANDS THIS AGREEMENT is made and entered into this 1 rJ k day of Aul4.$4-
, 2006, is by
and between SEA GRAPE APARTMENTS, LTD., A FLORIDA LIMITED PARTNERSHIP (hereinafter
"Seller") and the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter,
"Land Authority") acting by and through the Executive Director of the LAND AUTHORITY.
WITNESSETH:
In consideration of Ten Dollars ($10.00) in hand, paid by the LAND AUTHORITY, the receipt of
which is hereby acknowledged, the Seller agrees to sell to the LAND AUTHORITY certain lands
upon the terms and conditions hereinafter set forth, and for the price of $933,333 for all of the
lands and other interests, which lands shall include all tenements, hereditaments, together with all
water and other rights, easements, appurtenances, and any and all of the Seller's rights in or
arising by reason of ownership thereunto belonging, owned by them, situate and lying in the
County of Monroe, State of Florida, more particularly described as follows; to -wit:
The parcel identified as Phase I in Exhibit A.
RE# 103560-000200
2. The Seller agrees that it has full right, power and authority to convey, and that it will convey to the
LAND AUTHORITY the fee simple title together with legal and practical access thereto clear, free
and unencumbered, except subject to the following easements or reservations:
Existing easements and agreements for (i) access by an adjoining owner to its land, (ii) sewer
treatment plant construction and maintenance with an adjacent owner and (iii) canals, ditches,
flumes, pipelines, railroads, public highways and roads, telephone, telegraph, power transmission
lines and public utilities.
The LAND AUTHORITY, at the LAND AUTHORITY'S expense, within the time allowed to deliver
evidence of title and to examine same, may have the real property surveyed and certified by a
registered Florida surveyor. If the survey discloses encroachments on the real property or that
improvements located thereon encroach on setback lines, easements, lands of others, or violate
any restrictions, contract covenants, or applicable governmental regulations, the same shall
constitute a title defect.
Seller shall convey marketable title subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein. Marketable title shall be determined according to
applicable title standards adopted by authority of the Florida Bar and in accordance with law. The
LAND AUTHORITY shall have sixty (60) days from receipt of the environmental site assessment
described in Section 13, below, in which to examine title. If title is found defective, the LAND
AUTHORITY shall, within this specified time period, notify Seller in writing specifying defect(s). If
the defect(s) render title unmarketable the Seller may, but shall have no duty to, remove the
defect(s) within one hundred twenty (120) days from receipt of notice, failing which the LAND
AUTHORITY shall have the option of either accepting the title as it then is or rescinding the
contract herein; thereupon the LAND AUTHORITY and the Seller shall release one another of all
further obligations under this Agreement.
3. The Seller further agrees not to do, or suffer others to do, any act by which the value or title to said
lands may be diminished or encumbered. It is further agreed that any loss or damage occurring
prior to the vesting of satisfactory title in -the LAND AUTHORITY by reasons of the unauthorized
cutting or removal of products therefrom, or because of fire, shall be borne by the Seller; and that,
in the event any such loss or damage occurs, the LAND AUTHORITY may refuse, without liability,
to accept conveyance of said lands, or it may elect to accept conveyance upon an equitable
adjustment of the purchase price.
4. The Seller further agrees that during the period covered by this instrument officers and accredited
agents of the LAND AUTHORITY shall have at all proper times the unrestricted right and privilege
to enter upon said lands for all proper and lawful purposes, including examination of said lands
and the resources upon them. LAND AUTHORITY hereby agrees to indemnify Seller and hold
Seller harmless against all claims, demands and liability, for nonpayment for services rendered to
LAND AUTHORITY, for construction liens, or for damage to persons or property arising out of
LAND AUTHORITY's investigation of the land. Seller hereby agrees to indemnify LAND
AUTHORITY and hold it harmless against all claims, damages, demands and liability suffered by
LAND AUTHORITY during the course of its inspections of the land, arising out of Seller's negligent
or willful misconduct in its owning and maintaining the land. Notwithstanding anything to the
contrary set forth in this Contract, the indemnifications and agreements to hold harmless set forth
in this section shall survive the closing or the earlier termination of this Contract.
5. The Seller will execute and deliver upon demand of the proper officials and agents of the LAND
AUTHORITY a good and sufficient special warranty deed conveying to the LAND AUTHORITY
title to the said lands of such character as to be satisfactory to the legal counsel of the LAND
AUTHORITY and in accordance with the terms and conditions of this Contract. To the extent that
said deed includes reservations for rights of way or easements in favor of the Seller, the deed
shall provide that the use, occupation and operation of the rights -of -way, easements and
reservations retained therein, shall be subordinate to and subject to such rules and regulations as
may be reasonably prescribed by the LAND AUTHORITY governing the use, occupation,
protection and administration of lands.
6. In consideration whereof the LAND AUTHORITY agrees that it will purchase all of said lands and
other interests at the price of $933,333.00. The LAND AUTHORITY further agrees that,
simultaneously with the execution of the deed and delivery of same to the Land Authority's
counsel for recording, as closing agent, it will cause to be paid to the Seller the purchase price by
a check drawn on the account of the LAND AUTHORITY. The LAND AUTHORITY shall pay the
following expenses associated with the conveyance of the property: deed recording fees,
settlement fees, abstract fees, title examination fees, the LAND AUTHORITY's attorney's fees,
and title insurance, as well as the prorata share of prepaid real property taxes allocable to the
period subsequent to the vesting of title in the LAND AUTHORITY, or the effective date of
possession of such real property by the same, whichever is earlier. The Seller shall pay the
expenses of documentary stamps to be affixed to the deed and the removal of trash, debris, and
structures from the property, if any. Full possession of -the premises shall pass to the LAND
AUTHORITY as of the date payment is made to the Seller subject only to the reservations stated
in Section 2 above. The closing shall occur on or before November 30, 2006, subject to such
extensions as may be a function of the Seller's exercise of its cure duties set forth in Section 2 and
Section 13 of the this Contract.
7. It is mutually agreed that an abstract, title insurance policy or other evidence of title to the property
herein contracted to be sold, satisfactory to the legal counsel of the LAND AUTHORITY will be
obtained by the LAND AUTHORITY at its expense. The Seller expressly agrees herein to furnish
to the LAND AUTHORITY any documents in Seller's possession establishing evidence of title
including, but not limited to, abstracts, title commitments, title policies and opinions of title.
8. It is mutually understood and agreed that, pursuant to the provisions of Section 15 below, the
LAND AUTHORITY will be conveying the land to the Monroe County Board of Commissioners,
2
which will in turn be leasing the subject land to the Seller or its affiliated entity or entities, pursuant
to a ground lease or leases to be executed at a later date. The Land Authority may assign this
contract, but such assignment shall contain an express acknowledgment of the provisions of
Section 15 hereof.
9. It shall be the obligation of the Seller to pay all taxes and assessments outstanding as liens at the
date title vests of record in the LAND AUTHORITY, provided such taxes and assessments are
then due and payable. If not then due and payable, Seller shall provide a credit to the Land
Authority in an amount equal to the prorated portion of such tax or assessment applicable to the
Seller's period of ownership of the land.
10. It is mutually understood and agreed that notice of acceptance of this agreement shall be given to
the Seller within five (5) days following execution hereof by the LAND AUTHORITY, by mail
addressed to the Seller at the following address:
2950 SW 27th Avenue
Suite 200
Miami, FL 33133
and shall be effective on the date of Seller's receipt of the mailed notice.
11. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
12. The effective date of this agreement shall be that date when the last of the Seller and the LAND
AUTHORITY has signed this agreement.
13. The LAND AUTHORITY shall have sixty (60) days from the effective date of this agreement in
which to conduct an environmental site assessment to determine the existence and extent, if any,
of any hazardous materials on the property. For the purposes of this agreement, "hazardous
materials" shall mean any hazardous or toxic substance, material or waste of any kind or any
other substance which is regulated by any environmental law. If the environmental site
assessment identifies the presence of hazardous materials on the property, the LAND
AUTHORITY shall, within this specified time period, notify Seller in writing of the findings. The
Seller will then have one hundred twenty (120) days from receipt of notice within which to pursue,
at Seller's sole cost and expense, any assessment, clean-up, and monitoring of the Property
necessary to bring the Property into full compliance with any and all applicable federal, state or
local laws, failing which the LAND AUTHORITY shall have the option of either accepting the
property as it then is or rescinding the contract herein; thereupon the LAND AUTHORITY and the
Seller shall release one another of all further obligations under this Agreement.
14. If the Seller wishes to proceed with this transaction, the Seller have until August 1, 2006 to sign
and return this contract to the LAND AUTHORITY. Notwithstanding any provision of this
Agreement to the contrary, the closing of this transaction is contingent upon approval by the
Governing Board of the LAND AUTHORITY, which shall be obtained by no later than November
30, 2006, failing which either party shall have the right to terminate this Agreement by providing
written notice, at which point both parties shall be released of all further obligations under this
Agreement.
15. The LAND AUTHORITY intends to purchase the subject property as an affordable housing site in
partnership with the Monroe County Board of County Commissioners. Notwithstanding any
provision of this Agreement to the contrary, the closing of this transaction is contingent upon:
3
a) the Monroe County Board of County Commissioners agreeing to accept title to the property
from the LAND AUTHORITY with said title encumbered with affordable housing deed
restrictions; and
b) the Seller and the Monroe County Board of County Commissioners entering into a mutually
acceptable lease agreement for the subject property, which lease shall, among other
provisions, include a contingency for the receipt by Seller of an allocation of low income
housing tax credits; and
c) the simultaneous closing of that certain Agreement For the Purchase of Lands by and between
the LAND AUTHORITY and Sea Grape II, Ltd., an affiliate of the Seller, for the purchase and
sale of land adjacent to the subject property (the "Companion Contract"). The parties agree
that the closing of this transaction and the closing of the transaction described in the
Companion Contract shall be effected together and a breach by a party under either of said
contracts shall be a breach under both of them.
In the event these contingencies are not satisfied by November 30, 2006, both the LAND
AUTHORITY and the Seller shall have the right to terminate this Agreement by providing written
notice, at which point both parties shall be released of all further obligations under this Agreement.
SIGNATURES APPEAR ON FOLLOWING PAGES
4
IN WITNESS WHEREOF, the Seller has hereunto signed its name on the day first above written.
SELLER:
Sea Grape Apartments, Ltd., a Florida Limited Partnership
By: TCG Sea Gape, LL Florida limited liability company,
as Its sale nerheral o6rtner)
By: Vo-y�d
as Its Ma
Date:
Federal Tax ID Number:�2.n -2426410
Phone Number: (305) 476-8118
LAND AUTHORITY:
The MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, acting by and through its
EXECUTIVE DIRECTOR, has executed this agree nt on behalf of the MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY this IS day of _ A , 2006.
G:IW-PKG134756\2001iand-auth-con-SEAGRAPE-I(#1).doc
5
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
Mark J. h, Executive Director
Exhibit A
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EAST 231.55 P o.e.
Phase I
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Phase II
NORTH
24.61'
SeaGrope Ltd., a Florida Limited Partnership
U.S. Highway No. 1, Marathon, Florida
Sketch to accompany Legal Description Dwn No.:
Phase I do II 06-409
Ref. Flood panel No.
Scale: 1 =120' 1374 K IDwn. Bv: F.H.H.
I�Date: 7/28/06 1 1Mao [one: AE Iriooa tiev. I
REVISIONS AND/OR ADDITIONS
Phase is
A parcel of land in Section 1 1 ,
Township 66 South, Range 32
East, Key Vaca, Monroe County,
Florida, more particularly
described as follows:
Begin at the intersection of
the East line of said Section
11 and the Southeasterly right
of way line of U.S. Highway 1;
thence South along the said
East line of Section 11 for
285.00 feet to the Point of
Beginning: thence contine South
m for 574.00 feet; thence West
° for 91.55 feet; thence North
for 24.61 feet; thence West
„ for 140.00 feet; thence North
o for 549.39 feet; thence East
for 231.55 feet to the Point of
Beginning;
C Containing 129463 s.f. or 2.97
a acres, more or less.
s
Phase II:
A parcel of land in Section 11,
Township 66 South, Range 32
oEast, Key Vaca, Monroe County,
z Florida, more particularly
i described as follows:
mBegin at the intersection of
sn the East line of said Section
11 and the Southeasterly right
of way line of U.S. Highway 1;
thence South along the said
East line of Section 11 for
859.00 feet to the Point of
Beginning: thence contine South
En
for 280.00 feet; thence West
c for 231.55 feet; thence North
' for 304.61 feet; thence East
N for 140.00 feet; thence South
for 24.61 feet; thence east for
91.55 feet to the Point of
Beginning;
Containing 68279 s.f. or 1.57
acres, more or less.
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FREDERICK H. HILDEBRANDT
ENGNCER PLANNER SURVEYOR
3150 Northside Drive
Suite 101
Key West, A. 33040
(305) 293-0466
Fax. (305) 293-0237
AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this 15 �� day of �kqt4s-F , 2006, is by
and between SEA GRAPE II, LTD., A FLORIDA LIMITED PARTNERSHIP (hereinafter "Seller") and
the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter, "Land Authority")
acting by and through the Executive Director of the LAND AUTHORITY.
WITNESSETH:
In consideration of Ten Dollars ($10.00) in hand, paid by the LAND AUTHORITY, the receipt of
which is hereby acknowledged, the Seller agrees to sell to the LAND AUTHORITY certain lands
upon the terms and conditions hereinafter set forth, and for the price of $466,667 for all of the
lands and other interests, which lands shall include all tenements, hereditaments, together with all
water and other rights, easements, appurtenances, and any and all of the Seller's rights in or
arising by reason of ownership thereunto belonging, owned by them, situate and lying in the
County of Monroe, State of Florida, more particularly described as follows; to -wit:
The parcel identified as Phase II in Exhibit A.
RE# 103660-000200
2. The Seller agrees that it has full right, power and authority to convey, and that it will convey to the
LAND AUTHORITY the fee simple title together with legal and practical access thereto clear, free
and unencumbered, except subject to the following easements or reservations:
Existing easements and agreements for (i) access by an adjoining owner to its land, (ii) sewer
treatment plant construction and maintenance with an adjacent owner and (iii) canals, ditches,
flumes, pipelines, railroads, public highways and roads, telephone, telegraph, power transmission
lines and public utilities.
The LAND AUTHORITY, at the LAND AUTHORITY'S expense, within the time allowed to deliver
evidence of title and to examine same, may have the real property surveyed and certified by a
registered Florida surveyor. If the survey discloses encroachments on the real property or that
improvements located thereon encroach on setback lines, easements, lands of others, or violate
any restrictions, contract covenants, or applicable governmental regulations, the same shall
constitute a title defect.
Seller shall convey marketable title subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein. Marketable title shall be determined according to
applicable title standards adopted by authority of the Florida Bar and in accordance with law. The
LAND AUTHORITY shall have sixty (60) days from receipt of the environmental site assessment
described in Section 13, below, in which to examine title. If title is found defective, the LAND
AUTHORITY shall, within this specified time period, notify Seller in writing specifying defect(s). If
the defect(s) render title unmarketable the Seller may, but shall have no duty to, remove the
defect(s) within one hundred twenty (120) days from receipt of notice, failing which the LAND
AUTHORITY shall have the option of either accepting the title as it then is or rescinding the
contract herein; thereupon the LAND AUTHORITY and the Seller shall release one another of all
further obligations under this Agreement.
3. The Seller further agrees not to do, or suffer others to do, any act by which the value or title to said
lands may be diminished or encumbered. It is further agreed that any loss or damage occurring
prior to the vesting of satisfactory title in 'the LAND AUTHORITY by reasons of the unauthorized
cutting or removal of products therefrom, or because of fire, shall be borne by the Seller; and that,
in the event any such loss or damage occurs, the LAND AUTHORITY may refuse, without liability,
to accept conveyance of said lands, or it may elect to accept conveyance upon an equitable
adjustment of the purchase price.
4. The Seller further agrees that during the period covered by this instrument officers and accredited
agents of the LAND AUTHORITY shall have at all proper times the unrestricted right and privilege
to enter upon said lands for all proper and lawful purposes, including examination of said lands
and the resources upon them. LAND AUTHORITY hereby agrees to indemnify Seller and hold
Seller harmless against all claims, demands and liability, for nonpayment for services rendered to
LAND AUTHORITY, for construction liens, or for damage to persons or property arising out of
LAND AUTHORITY's investigation of the land. Seller hereby agrees to indemnify LAND
AUTHORITY and hold it harmless against all claims, damages, demands and liability suffered by
LAND AUTHORITY during the course of its inspections of the land, arising out of Seller's negligent
or willful misconduct in its owning and maintaining the land. Notwithstanding anything to the
contrary set forth in this Contract, the indemnifications and agreements to hold harmless set forth
in this section shall survive the closing or the earlier termination of this Contract.
5. The Seller will execute and deliver upon demand of the proper officials and agents of the LAND
AUTHORITY a good and sufficient special warranty deed conveying to the LAND AUTHORITY
title to the said lands of such character as to be satisfactory to the legal counsel of the LAND
AUTHORITY and in accordance with the terms and conditions of this Contract. To the extent that
said deed includes reservations for rights of way or easements in favor of the Seller, the deed
shall provide that the use, occupation and operation of the rights -of -way, easements and
reservations retained therein, shall be subordinate to and subject to such rules and regulations as
may be reasonably prescribed by the LAND AUTHORITY governing the use, occupation,
protection and administration of lands.
6. In consideration whereof the LAND AUTHORITY agrees that it will purchase all of said lands and
other interests at the price of $466,667.00. The LAND AUTHORITY further agrees that,
simultaneously with the execution of the deed and delivery of same to the Land Authority's
counsel for recording, as closing agent, it will cause to be paid to the Seller the purchase price by
a check drawn on the account of the LAND AUTHORITY. The LAND AUTHORITY shall pay the
following expenses associated with the conveyance of the property: deed recording fees,
settlement fees, abstract fees, title examination fees, the LAND AUTHORITY's attorney's fees,
and title insurance, as well as the prorata share of prepaid real property taxes allocable to the
period subsequent to the vesting of title in the LAND AUTHORITY, or the effective date of
possession of such real property by the same, whichever is earlier. The Seller shall pay the
expenses of documentary stamps to be affixed to the deed and the removal of trash, debris, and
structures from the property, if any. Full possession of the premises shall pass to the LAND
AUTHORITY as of the date payment is made to the Seller subject only to the reservations stated
in Section 2 above. The closing shall occur on or before November 30, 2006, subject to such
extensions as may be a function of the Seller's exercise of its cure duties set forth in Section 2 and
Section 13 of the this Contract.
7. It is mutually agreed that an abstract, title insurance policy or other evidence of title to the property
herein contracted to be sold, satisfactory to the legal counsel of the LAND AUTHORITY will be
obtained by the LAND AUTHORITY at its expense. The Seller expressly agrees herein to furnish
to the LAND AUTHORITY any documents in Seller's possession establishing evidence of title
including, but not limited to, abstracts, title commitments, title policies and opinions of title.
8. It is mutually understood and agreed that, pursuant to the provisions of Section 15 below, the
LAND AUTHORITY will be conveying the land to the Monroe County Board of Commissioners,
2
which will in turn be leasing the subject land to the Seller or its affiliated entity or entities, pursuant
to a ground lease or leases to be executed at a later date. The Land Authority may assign this
contract, but such assignment shall contain an express acknowledgment of the provisions of
Section 15 hereof.
9. It shall be the obligation of the Seller to pay all taxes and assessments outstanding as liens at the
date title vests of record in the LAND AUTHORITY, provided such taxes and assessments are
then due and payable. If not then due and payable, Seller shall provide a credit to the Land
Authority in an amount equal to the prorated portion of such tax or assessment applicable to the
Seller's period of ownership of the land.
10. It is mutually understood and agreed that notice of acceptance of this agreement shall be given to
the Seller within five (5) days following execution hereof by the LAND AUTHORITY, by mail
addressed to the Seller at the following address:
2960 SW 27th Avenue
Suite 200
Miami, FL 33133
and shall be effective on the date of Seller's receipt of the mailed notice.
11. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
12. The effective date of this agreement shall be that date when the last of the Seller and the LAND
AUTHORITY has signed this agreement.
13. The LAND AUTHORITY shall have sixty (60) days from the effective date of this agreement in
which to conduct an environmental site assessment to determine the existence and extent, if any,
of any hazardous materials on the property. For the purposes of this agreement, "hazardous
materials" shall mean any hazardous or toxic substance, material or waste of any kind or any
other substance which is regulated by any environmental law. If the environmental site
assessment identifies the presence of hazardous materials on the property, the LAND
AUTHORITY shall, within this specified time period, notify Seller in writing of the findings. The
Seller will then have one hundred twenty (120) days from receipt of notice within which to pursue,
at Seller's sole cost and expense, any assessment, clean-up, and monitoring of the Property
necessary to bring the Property into full compliance with any and all applicable federal, state or
local laws, failing which the LAND AUTHORITY shall have the option of either accepting the
property as it then is or rescinding the contract herein; thereupon the LAND AUTHORITY and the
Seller shall release one another of all further obligations under this Agreement.
14. If the Seller wishes to proceed with this transaction, the Seller have until August 1, 2006 to sign
and return this contract to the LAND AUTHORITY. Notwithstanding any provision of this
Agreement to the contrary, the closing of this transaction is contingent upon approval by the
Governing Board of the LAND AUTHORITY, which shall be obtained by no later than November
30, 2006, failing which either party shall have the right to terminate this Agreement by providing
written notice, at which point both parties shall be released of all further obligations under this
Agreement.
15. The LAND AUTHORITY intends to purchase the subject property as an affordable housing site in
partnership with the Monroe County Board of County Commissioners. Notwithstanding any
provision of this Agreement to the contrary, the closing of this transaction is contingent upon:
3
a) the Monroe County Board of County Commissioners agreeing to accept title to the property
from the LAND AUTHORITY with said title encumbered with affordable housing deed
restrictions; and
b) the Seller and the Monroe County Board of County Commissioners entering into a mutually
acceptable lease agreement for the subject property, which lease shall, among other
provisions, include a contingency for the receipt by Seller of an allocation of low income
housing tax credits; and
c) the simultaneous closing of that certain Agreement For the Purchase of Lands by and between
the LAND AUTHORITY and Sea Grape Apartments, Ltd., an affiliate of the Seller, for the
purchase and sale of land adjacent to the subject property (the "Companion Contract'). The
parties agree that the closing of this transaction and the closing of the transaction described in
the Companion Contract shall be effected together and a breach by a party under either of
said contracts shall be a breach under both of them.
In the event these contingencies are not satisfied by November 30, 2006, both the LAND
AUTHORITY and the Seller shall have the right to terminate this Agreement by providing written
notice, at which point both parties shall be released of all further obligations under this Agreement.
SIGNATURES APPEAR ON FOLLOWING PAGES
4
IN WITNESS WHEREOF, the Seller has hereunto signed its name on the day first above written.
SELLER:
Sea Grape II, Ltd., a Florida Limited Partnership
By: CDG�Se ra ,
as�1�Vp(:8,en al pa
By: LI
as Its
Date:
a Florida limited liability company,
Federal Tax ID Number: C3—z jiO06
Phone Number: (305) 476-8118
LAND AUTHORITY:
The MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, acting by and through its
EXECUTIVE DIRECTOR, has executed this agreement on behalf of the �ONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY this _IS_ - day of �►44�.5 , 2006.
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
1 *1 - \1 f�-
Mark J. ch, Executive Director
G:IW-PKG134766120011and-auth-con-SEAGRAPE-11(#1).doc
5
Exhibit A
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NO•, Phase is
A parcel of land in Section 11 ,
Township 66 South, Range 32
P'0'�' I East, Key Vaca, Monroe County,
Florida, more particularly
I described as follows:
Begin at the intersection of
the East line of said Section
IV 11 and the Southeasterly right
of way line of U.S. Highway 1;
thence South along the said
" I East line of Section 11 for
285.00 feet to the Point of
Beginning: thence contine South
m for 574.00 feet; thence West
0 for 91.55 feet; thence North
for 24.61 feet; thence West
Phase I n for 140.00 feet; thence North
FAST 231.55
o for 549.39 feet; thence East
for 231.55 feet to the Point of
Beginning;
C Containing 129463 s.f. or 2.97
a acres, more or less.
v
0
a7 -
'- ---
0 Phase II:
5 A parcel of land in Section 11,
i
AE' b Township 66 South, Range 32
g
I N
o East, Key Vaca, Monroe County,
z Florida, more particularly
= described as follows:
!I
mBegin at the intersection of
SA the East line of said Section
11 and the Southeasterly right
of way line of U.S. Highway 1;
thence South along the said
East line of Section 11 for
859.00 feet to the Point of
Beginning: thence contine South
for 280.00 feet; thence West
0 for 231.55 feet; thence North
' for 304.61 feet; thence East
AE
--'a -• ._
_._
N for 140.00 feet; thence South
_ _ - -'- -•- _ -
�_, for 24.61 feet; thence east for
0
EST 140--.
"E' - - - 91.55 feet to the Point of
P O•e• Beginning;
91.55
'o
Phase II Containing 68279 s.f. or 1.57
I�Q
m acres, more or less.
INORTH
24.61'
Z 1
s
U
o
o .0 •• a
.�
M7
N
rn
0
N
'
LOGTON P
SeaGrape Ltd., a Florida Limited Partnership
U.S. Highway No. 1, Marathon, Florida
Sketch to accompany Legal Description Dwn No.:
Phase I do II 1 06-409
I Scale: 1"=120' Ref.. Flood panel No.
7 { Dwn. By: F.H.H.
Dote: 7/28/06 lFlood Zone: AE lFlood Elev.
FREDERICK H. HILDEBRANDT
ENGHM PLANNER SMEYOR
3150 Northside Drive
Suite 101
Key West, Fl. 33040
(305) 293-0466
Fax. (305) 293-0237