Item P11
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: February 21.2007
Division:
County Attorney
Bulk Item: Yes -1L- No
Department: County Attorney
Staff Contact Person: Bob Shillinger. ex!. 3474
AGENDA ITEM WORDING: Approval of Settlement Agreement to resolve potential lawsuit by
Lloyd Good regarding transferability of development rights.
ITEM BACKGROUND: Mr. Good owns several lots on Sugarloaf Key. The lots in question are on
Sugarloaf Blvd. and include potential marsh rabbit habitat. Good has indicated that he is considering
filing a declaratory judgment action to clarifY his rights to transfer development rights off the lots, as
there are conflicting interpretations of the Code. Under his proposed settlement agreement, the County
would confirm that he could sell the TDRs in question to a third party who will go through the
conditional use process to get approval to use the TDRs on a receiver site. The settlement agreement
also clarifies ownership of TDRs and ROGO points and provides that Piece of Paradise, LLC will
transfer its lots in the subdivision to the County. Good would also deed his property to the County. -
Monroe County will then own all the lots and tracts within the subdivision and twenty-four (24) TDRs.
This agreement will eliminate any potential liability for a takin$ by inverse condemnation. The proposed
Settlement Agreement is attached as backup.
PREVIOUS RELEVANT BOCC ACTION: Discussion on this subject and conceptual approval.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS: Approve Settlement Agreement.
TOTAL COST:
N/A
BUDGETED: Yes No
COST TO COUNIY:
N/A
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes
No
AMOUNTPERMONTH_ Year
APPROVED BY: County Atty ---1L OMB/Purchasing _ Risk Management _
~
DOCUMENTATION:
Induded x
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 2/05
SETTLEMENT AGREEMENT
THIS AGREEMENT is made this _ day 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 subj ect 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 estab lished in S ection9. 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)(I) a copy of which is
attached hereto and incorporated herein Exhibit 3; and
WHEREAS, there have been conflicting interpretations of the
meanlllg of Code Sections 9.5-265 and 9.5-263. One such
interpretation of those code sections provided that, contrary to th~ir
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 III 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 attorney's fees; and
WHEREAS, County, Owner and Developer, are interested III
resol ving 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 SlX 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 III 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-qne
lots less their TDR' s shall be transferred to County by O\\(ner 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.
3
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 III 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 Section 5
above shall be given a specific designation and memorialized III a
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
4
02/13/2007 15:59
3057453389
SUGARLOAF LODGE
PAGE 02
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A.Hom~:y for Monroe CQC,l:tl)' or rOOOtdltt!t:l;1 In lhl! ~uhlte ~ecot(ll!l cf
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M01iR0E COUNTY BOARD
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Law Offices of Paul M. Kade
9200 South Dadefand 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;
2 Llovd A. Good. Jr.
:} .aDd Piece of Paradise, LLe .
4 agree to sell and buy on the terms and conditions specified below the property ("Property") described as:
5 Address: $ugarfoaf Shores Section C, Sugar/oaf Kev. Florida
6 Legal Description:
7
8
9
10 induding all improvements and the following additional property:
11
12
13
("Seller"),
("Buyer"),
14
PRICE AND FINANCING
15 2. PURCHASE PRICE:
16 (a) $
$ $45.000 per qualified TOR payable by Buyer in U.S. funds as follows:
Deposit received (checks are subject to clearance)
Signature Name of Company ("Escrow Agent"),
Additional depositto be delivered to Escrow Agent by PAUL M. KADE TRUST ACCOUNT
or 5 days from Effective Date (10 days jf left blank).
Total financing (see Paragraph 3 below) (express as a dollar amount or percentage)
other:
Balanceto close (not induding BUyer's dosing costs, prepaid items and prorations). All funds
paid at dosing must be paid by locally drawn cashier's check, official check or wired funds.
25 0 (f)(complete only if purchase price will be determined based on a-128r unit cost instead of a fixed price) The unit used to
26 determine the purchase price is 0 lot 0 acre 0 square foot LJ other (specify:. )
27 prorating areas of less than a full unit The purchase price will be $ per unit based on a calculation of
26 total area of the Property as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragraph 8(0) of
29 this Contract The following rights of way and other areas will be excluded from the calculation:
:00
17
18
19 (b) $
20
21
22
23
24
by
for
10.000 00
(c)
(d) $
(e) $
31 3. CASH/FINANCiNG: (Check as appHcable) ra (a) Buyer will pay cash for the Property with no financing contingency.
32 D (b) This Contract 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 vAll timely provide any and all croort, 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 cancel this Contract and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all
as interested parties.
39 0 (1) New Financing: Buyer will secure a commitmentfor 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. Buyerwill 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 0 (2) SeHer Financing: Buyer will execute a 0 first 0 second purchase money note and mortgage to Seller
44 inthe amount of $ , bearing annual interest at % and payat4e
45 as follov.s: .
46 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally
'17 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
50 parcels, if applicable; and will require Buyerto keep liability insurance on the Property, with Seller as~additionalnamed
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 BUYef written notice of whether or
53 not Seller will make the 10 an.
BuyeniL I ) and Seller( ) {} acknowledge receipt of a copyoflhis page, which is Page 1 of7 Pages.
VAC-8 Rev. 10104 G:J2004 Florida Association of Reallol'SilIl. All rights rese/Ved. Licensed to Alta Star So!\Ware. User Regll S-2H03JXZ3MGOMB20Q-1007
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o (3) Mortgage Assumption: Buyer 'Nil! take title subject to and assume and pay existing first mortgage to
LN# in the approximate amount of
$ currently payable at $ per month including principal, interest, 0 taxes
and Insurance and having a 0 fixgp 0 other (describe) .
interest rate of % which U will 0 will not escalate upon assumption. Any variance in the mortgage will
be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow
account dollar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the
assumptionttransferfee exceeds $ , either party may elect to pay the excess, failing which this
agreement will terminate and Buyer's deposit(s) will be returned.
CLOSING
4. CLOSING DATE; OCCUPANCY: This ~ontract will be closed and the deed and possession delivered on or before
~ e€" A {)D n I C>,V A l. '1 "''''Yt.......... .5 , unless extended by other provisions of this Contract If on
Closing Date insurance underwriting is suspended, Buyer may postpone closing up to 5 days after the Insurance suspension
is lifted. If this transaction does not close for any reason, Buyerwill immediately return all Seller-provided title evidence,
sUlVeys, 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 title insurance insures Buyer for title defecls arising between the title binder effective
72 date and recording of Buyer's deed, dosing agent will disburse at d osi ng the net sale proceeds to Seller (in local cashiers
73 checks jf 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 Buyer will 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 applicat:le under Paragraph 8);
77 Other;
78 (b) BuyerCosts: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed and
79 . financing statements; loan expenses; lender's title policy at the simultaneous issue rate; inspections; survey and sketch;
eo insurance;
81 Other:
82 (e) Title Evidence and Insurance: Check (1) or (2):
83 0 (1) The title evidence 1Ni1l be a Paragraph 8(a)(1) owner's title insurance commitment 0 Seller 0 Buyer will
84 select the title agent 0 Seller 0 Buyer will pay for the owners title policy, search, examination and related
as cha rgas. Each party VYill pay its own closing fees. '
86 ~ (2) Seller 1Ni1l provide an abstract as specified in Paragraph 8{a)(2) as title evidence. D Seller tiII Buyer will
B7 . pay for the owners title policy and select the title agent. Seller will pay fees for title searches prior to dosing, induding
6S tax search and lien search fees, and BuyerwUl pay fees for title searches after closing (If any), title examination fees and
89 dosing fees.
ro (d) Prorations: The following items win 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 ON THE SEllER'S CURRENT PROPERlY
94 TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAH
95 SUBSEQUENT TO PURCHASE, A CHANGE OF -o\IIINERSHIP OR PROPERlY IMPROVEMENTS TRIGGERS
96 REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERlY TAXES. IF YOU HAVE ANi
97 QUESTIONS CONCERNING VALUATION, CONTACT THE COUNlY PROPERlY APPRAISER'S OFFICE FOR
98 FURTHER INFORMATION.
99 (e) Special Assessment by Public Body: Regarding special assessments imposed by a put:lic body, Seller will pay (i)
100 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 Buyerwill pay all other amounts.
103 (f) Tax Withholding: If Seller is a"foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code
104 requires 8uyertowithhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the
105 Internal Revenue SelVice (IRS) unless an exemption applies. The prim3f}' exemptions are (1) Seller provides Buyer with
106 an affidavitthat Seller is not a"foreign person", (2) SeUer provides Buyer wlth a V\lithholding 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
106 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 eacll of the first two 12 month periods after transfer.
110 The IRS requires 8uyer and Sellerto have a U.S. federal taxpayer identification number ("TIW). Buyer and Seller agree
111 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 closing, 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 closing 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
118 I RS and provide Seller with copies of the tax forms and receipts.
119 Buyer ~ ( ) and Seller ( ) ( 1 acknowledge receipt of a copy of Ihis page, which is Page 2 of 7 Pages.
VAC8 Rev. 10f041!:l2004 FloridaAssocialioll of Realtors@.. All rights reserved. Licensed 10 AlIa Star SofbNare.
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120 (g) 1031 Exchange: If either Seller or Buyerwishes to enter into a like-kind exchange (either simultaneously with closing
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 shaH 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 casually 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
128 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 Properly
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)
136 J5l (1) Feasibility Study: Buyerwill, at Buyer's expense and within 30 days from !!M'b"t1v= EJ"tI;, ("Feasibility
137 study Period"), determine whether the Property is suitable, in Buyer's sole and aPsolute discretion,
138 for TDR's tloodforSRzon;ntt<<lJtWJterdrmsitv(s_addit;onaf tetl'lttl. tJeriod~s30da1l$ /rom roc<>i(JtofTDR lortters use.
139 During the F easibirity Study Period, Buyer may conduct a Phase I environmental assessment and any other tests,
140 analyses, surveys and investigations ("Inspections") that Buyer deems necessary to 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 lo~l, 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 suita bility for the Buyer's intended use. If the Property must
145 be rezoned, Buyer will obtain the rezoningfrofT1 the appropriate government agendes. Seller IJIIlU sign all documents
145 Buyer is required to file in connection with development or rezoning approvals.
147 Seller gives Buyer, its agents, contractors an d assigns, the rightto enter the Property at any time during th e Feasibility
148 Study Period for the purpos~ of conducting Inspections; provided, however, that Buyer, its agents, contractors and
149 assigns enter the Property and conduct Inspectio-ns at their own risk. Buyer-will indemnify and hold Seller hannJess
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 alii nspections 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 PropertywithoutSeller's prior written consent If this transaction does not
154 close, 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
156 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
158 of whether or not the Property Is acCeptable. Buyer's failure to comply with this notice requirement IJIIlII constitute
159 acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable
160 to Buyer and written notice of this fa ct is timely delivered to Seller, this Contract will be deemed terminated as of the
151 day after the Feasibility Study period ends and Buyer's deposit(s) wiU be returned after Escrow Agent receives proper
162 authorization from all interested parties.
163 0 (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, inclUding 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 subdiv1sion or deed restrictions, concurrency, grOllVth management and environmental
167 conditions, are acceptable to Buyer. This Contract is not continge~ton Buyerconducling any further investigations,
168
169
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173
174
175
176
in
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179
(d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida law as "(a) Any
contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, parcels,
units, or interests; or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or more
lots, parcels, units, or interests which are offered as a part of a common promotional plan.", Buyer may cancel this Contract
for any reason whatsoever for a period of 7 business days from the date on which Buyer executes this Contract. If Buyer
elects to cancel within the period provided, all funds or other property paid by Buyer will be' refunded without penalty or
obligation within 20 days of the receipt oftfle notice of cancellation by the developer.
7. RISK OF LOSS; EMINENT DOMAJN: If any portion of the Property is materially damaged by casualty before dosing, or
Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or
if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written
notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will dose in "acCordance with
this Contract and receive all payments made by the government authority or insurance company, if any.
Buyer ~ ( ) and Seller ( } ( ) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
VAC43 Rev. 10104 @2004 Florida Association of Re.altorsall. All rights reseJVed. licensed to Alta Star Software.
Software and Added Formatting Copyright 2004 Alta star Software, Inc. All Rights Reserved. (305) 279-8&98
180
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181 TITLE
182 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: Title 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
186 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 Buyer will assume; and encumbrances that
190 Seflerwill discharge at or before closing. SellerwiU 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). Sell~r will use option (1) in Palm Beach County and option (2) in Dade County.
193 (1) A title insurance commitment issued by a FJorida-licensed title 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 an d existing abstract fi rm (if firm is not exist] ng, then abstract must be
196 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the
1.97 Property recorded in the pUblic records of the county where the Property is located and certined 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 closing agent from the policy effective date and certified to Buyeror Buyer's closing 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: BuyerwiU examine the title evidence and deliver written notice to Seller, within 5 days from receipt
204 of title evidence but no later than closing, of any defects that ~ake the title unmarketable. Seller will have 30 days from.
205 receipt of Buyer's notice of defects ("Curative Period") to cure the defects at Seller's expense. If Seller cures the defects
200 within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on Closing
207 Date or within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to cure the
208 defects within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from reooipt of
209 Seller's notice, either cancel this Contract or accept title with existing defects and dose the transa~on.
210 tc) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property SUlVeyed and deliver written notice
211 to Seifer, within 5 days from receipt of survey but no Jater 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 violations. Any such
213 encroachment or violation will be treated in the same manner as a title defect and Buyer's 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, Seller wilt provide Buyer with an affidavit or sUlVey as required by law delineating the line's location on the
216 property, unless Buyer waives this requirementin writing.
211 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 U.is 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. NOTlCES:A1J 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 if the contingency did not exist. Any
226 notice, document or item given to or received by an attorney or 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 party 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, including 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 vvill not be recorded in any
236 pUblic records.
237
238
239
12. ASSIGNABIUlY; PERSONS BOUND: Buyer may Afiassign this Contract without Seller's written consent The terms
"Buyer", "Seller", and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors,
personal representatives and assigns (if permitted) of Buyer, Seller and Broker.
Buyer r ~ ~ ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 4 of7 Pages.
VAca Rev. 1004@2oo4 Florida Association of Reattors@.Allrights reselVed. Licensed to Alia star So/lware.
Software and Added Formatting Copyright 2004 Alta star Software,lnc. All Rights Reserved. (305} 219-8898
240
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241 DEFAULT AND DISPUTE RESOLUTION
242 13. DEFAULT: (3) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent
243 effort, Seller falls, refuses or neglects to perform this Contrac~ Buyer may choose to receive a return of Buyer's deposit
244 without waiving the right to seek damages or to seek speci11c 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, induding timely payment of all deposits, SeIler may choose to retain and collect all deposits paid and agreed to be
247 paid as liqUidated damages or to seek specific performance as perParagraph 14; and Broker will, upon demand, receive 50%
246 of all deposits paid and agreed to be paid (to be spirt 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 Broker's portion of the deposits
25:> will go solely to the listing broker) up to the full amount of the brokerage fee. '
251 14. DISPUTE RESOLUTION: This Contract win be construed under Florida law. All controversies, daims, and other matters in
252 question arising out of or relating to this transaction orthls Contract or its breach will be settled as follolM>:
253 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 3D days
254 from the date conflicting demands are made to attempt to resolve the dispute through mediation, If that fairs, Escrow Agent
255 will submit the dispute, if so required by Florida Jaw, 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.
151 (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 will 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 findings of fact 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
252 of Civil Procedure and the arbitrator will resolve all discovery-related disputes. Any disputes with a real estate licensee
263 named in Paragraph 17 will be submitted to artxtration only if the licensee's broker consents in writing to become a party to
254 the proceeding. This clause will survive dosing. ..
2S5 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by
266 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 Assodation ('AM') 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 AM or other arbitrator agreed on by the parties.
271 Each party to any arbitration will pay its own fees, costs and expenses, induding 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 shail be entitled to recover from the nonprevaifing 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
276 and, subject to dearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this
2n Contract, including disbursing brokerage fees.. The parties agree that EscrO'N Agent will not be liable to any person for
278 misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agenfs 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
260 fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed funds or
281 equivalent and charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be
262 arbitrated. so long as Escrow Agent consents to arbitrate.
283
284
265
286
267
268
269
200
291
292
293
294
295
296
297
298
16. PROFESSlONALADVlCE; BROKER UABIUTY: Broker advises Buyer and Seller to verify all facts and representa1ions
1I1at are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts.
determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, etc.) and
fortax, property condition, environmen~al and other specialized advice. Buyer acknowledges that Broker does not reside in the
Property and that all representations (oral. written or otherwise) by Broker are based on Seller representations or public
records. Buyer agrees to rely solely on Seller, professional inspectors and governmental agencies for verification of
the Property condition and facts that materially affect Property value. Buyer and Seller respectively will pay all costs and
expenses, indudingreasonable attorneys' fees at aI/levels, incurred by Broker and Broker's officers, directors, agents and
employees in connection with or arisi ng from Buyer's or Seller's misstatement or failure to perform contractual obligations.
Buyer and Seller hold harmless and release Broker and Broker's officers, directors, agents and employees from atlliability for
loss or damage based on (1) Buyer's or Seller's misstatement or failure to perform contractual obligations; (2) Broker's
performance, at Buyer's andfor Seller's reques~ of any task beyond the scope of services regulated by Chapler 475, F.S" as
amended, induding Broker's referral, recommendation or retention of any vendor; (3) products or services provided by. any
vendor; and (4) expenses incurred by any vendor. Buyer and SelJer each assume full responsibility for selecting and
compensating their respective vendors. This paragraph will not relieve Broker of statutory obligations. For purpOses of this
paragraph, Broker will be treated as a party to this Contract. This paragraph will survive closing.
~
299
Buyer JL ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.
VACS Rev. 10104 Cl2004 Florida AssocIation of Rea~OfS<lI). All rights reselYed. Licensed 10 Ana star Software.
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (305) 279-8B9B
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312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
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342
300 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker."'nstruction to Closing
301 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, closing agent will disburse
3Q.4 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 coopera1Jng brokers.
306 Georae F. lNi/son
307 Seffing Sales AssociatelLicense No.
Prudential Keyside Prooerties
Seffing Firm/Brokerage Fee; ($ or % of Purchase Price) ten (10~)
308
309 Listing Sales AssociatelUcense No.
Usting FitmlBrokerage Fee: ($ or% of Purchase Price)
310
311 18. ADDITIONAL TERMS:
ADDITIONAL TERMS
1. This offer /contract is continQent on the Qualification of the individual Transferable Development Riahts
(TDR'sJ at the rate of one IS zoned TDR, which shaff transfer as one SR densiitv or areater TOR.
2. This contract Is for the ourchase of 3 total of 37 TDR's. elosino on 16 TDR's will occur within 30 days of
receiot of' the TOR letters for those sender site lots beina made available to Buver for insoection and 801xoval
as per FeasibUity Study Period. Purchase price is $45.000 per qualifvinq TDR. ClosinQ on the remaininq 21
TOR's shall occur uPon the latter of June 15, 2007 or within 30 davs of the receipt of TDR letters at a price of
$45,000 per QualiNino TDR.
3. Title to all TDR lots and tracts associated with these TOR's shall be trimsferred to Monroe County bv fee
simo/e title bv seller and/or buyer after the TOR's are transferred to Buver. In the event there are fewer than 37
TDR's available and Qualified for purchase. Seller 3QreeS to sal and Buver shall have the riaht to our chase all of
those TOR's that Qualifv.
4. Buver. at Buver's option. may cancel or extend this contract if Buver has not received TDR letters bv February
1. 2007.
~
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343
This is intended to be a legally binding contract. If not fully understood, seek the advice of an attorney prior to signing.
OFFER AND ACCEPTANCE
(Check if applicable: 0 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 Jaterthan 0 a.m.D p.m. on this
offer win l:>e revoked and Buyer's deposit refunded subject to clearance of funds.
I d-~\ pb Buye" J2t::L~ \) ~~
Print name: By: Steven W. Pollack, Manager
344
345
346
347
348
349
350 Date:
351
352 Date: December 15. 2006
353 Phone: 305-453-4521
354 Fax: 305-453-4522
355 Email:
~t:N.3,.J?()~-~ (J)
Buyer: ~O........r
Print name: '
Address:
P K \ c..c. p{t. f. C I.'" .-v'\.
Uoyd A. Good. Jr.
356 Date:
357
Seller:
Print name: Lloyd A. Good. Jr.
358 Date:
359 Phone:
360 Fax:
361 Email:
Seller:
Print name:
Address:
362
COUNTEROFFERf REJECTION
363 0 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 ).0 Seller rejects Buyer's offer.
365
Effective Date:
(The date on Which the last party signed or initialed acceptance of the final offer.)
366
ouye,Jt[
) and Seller {
)(
) acknowledge receipt of a copy of This page, which is Page 7 of 7 Pages.
The Florida Association of REALTORS and local Board/Association of REALTORS make no rep~ntation as to the legal vafidily Of adequacy of any provisloo of this
fOrnl In any specific transaction. This standardIZed form should net be used ]n complex lransactions or wftto extensive ride,.; Of additions. This fom Is available for use by
the entire real estate 100 u5\Jy and is net Inlended to identify the llSer as 1:1 REALTOR. REALTOR is a registered colleeli..... membership mark that may be used only by
real estate licensees who are members of lhe Nallonal Association of REALTORS and who subscribe to Rs Code or Ethics.
The copyright taws of' the United stales (17 U.S:Code) forbid the unauthorized reproduction of blank forms by any means Including facsJmffe Of computerized forms.
VA~ Rev. 10AJ4 (12004 Florida AssocIation of' Realtors(!). All rights reseNed. Licensed to Alta star Software.
SOftware and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights ReselVed. POS) 279~898
ALTA
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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:
1. 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 Coun.ty, Florida.
Numbered Lots 1,2,3,4,5,6,7,8,9,1,0,11,12,13,14,15,16,
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,
3 0, 3 1, 3 2, 3 3, 3 4, 3 5, 3 6, 47, 48, 49, 52, 5 3, 54, an d 5 5 to B i e c e
of Paradise LLC on February 15,2007. Each of the twenty-four
above lots have received ROGO dedicatable letters from Ralph
GouldtljSr., Administrator Environmental Resources of the
1
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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 21st day of December 2006 by Lloyd A. Good,
'"'
Jr. who is personally known to me.
1)~c)~ ~vJ~-
Dolores A. Zickert
Notary Public
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2
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: I1ebruary 21. 2007
Division:
County Attornev
Bulk Item: Yes --1L-
No
Department: County Attorney
Staff Contact Person: Bob Shillinger. ext. 3474
AGENDA ITEM WORDING: Approval of Settlement Agreement to resolve potential lawsuit by
Lloyd Good regarding transferability of development rights.
ITEM BACKGROUND: Mr. Good owns several lots on Sugarloaf Key. The lots in question are on
Sugarloaf Blvd. and include potential marsh rabbit habitat. Good has indicated that he is considering
filing a declaratory judgment action to clarify his rights to transfer development rights off the lots, as
there are conflicting interpretations of the Code. Under his proposed settlement agreement, the County
would confirm lhat he could sell the TDRs in question to a third party who will go through the
conditional use process to get approval to use the TDRs on a receiver site, The settlement agreement
also clarifies ownership of TDRs and ROGO points and provides that Piece of Paradise, LLC will
transfer its lots in the subdivision to the County. Good would also deed his property to the County.
Monroe County will then own all the lots and tracts within the subdivision and twenty-four (24) TDRs.
This agreement "..111 eliminate any potential liability for a takin$ by inverse condemnation. The proposed
Settlement Agre(:ment is attached as backup.
PREVIOUS RELEVANT BOCC ACTION: Discussion on this subject and conceptual approval.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS: Approve Settlement Agreement.
TOTAL COST:.
N/A
BUDGETED: Yes No
COST TO COUNTY:
N/A
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes
No
AMOUNT PER MONTH_ Year
APPROVED BY: County Atty -L OMBlPurchasing _ Risk Management_
DOCUMENTATION:
Included x
Not Required_
DISPOSITION:
AGENDA ITEM # P -II
~~Qd ~/~Up !fpv/O'fJ
Revised 2/05
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 zom:d 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)(I) 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 III 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 attorney'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.
3
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
(:ertificate 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) ROG~
lots. y ,Qf'
6. Each of the ROGO allocation points referenced in Section...&"
above shall be given a specific designation and memorialized in a
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
~......
4
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, Florid~rior to the transfer of the property set
forth in Section~J~~: County Attorney will deliver to the
Developer and Owner a formal legal opinion setting forth the
reasonable procedures to apply the ROGO allocation points to
receiver sites.
(f..'10,..
IN WITNESS WHEREOF the parties hereto have set their hands and
seals on the aforesaid date.
OWNER
MONR0E COUNTY BOARD
OF COUNTY COMMISSIONERS
--_1!~fL('L~[~_k
Lloyd A. Good, Jr.
Mayor Mario DiGennaro
(Seal)
- EECE OF P A~~S7Y LLC
- -wV~L
Titl~~\)~~l~~VC-----------
ATTEST:
CLERK
DANNY KOLHAGE,
___________________ Deputy Clerk
Print Name:?_\_~~~_.:YY_1o L-LA. <:'1<'"
MONROE COUNTY ATTORNEY
APPR ED TO FORM:
SUSAN M RIMSLEY
ASSIS~T COUNTY ATTORNEY
Dale . 30-0 7
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Vacant Land Contract
FLORIDA ASSOCIA nON OF REAL TORS@
Law Offices of Paul M. Kade
9200 South Oadeland 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:
2 L10vd A Good. Jr.
3 ::!nd Pi~ of Ptil'Rrl;!;P- LLC
4 agree to sell and buy on the terms and conditions specified below the property ("Property") described as:
5 Address: ~kJaf Shores Section C Suaarloaf Kev. Florida
6 Legal Description:
7
8
9
10 indUcing all imp"wements and the following additional property:
11
12
13
("Seller")
'''Suver''}
14
PRICE AND FINANCING
15 2. PURCHASE PIRlCE:
18 (a) $
$ $45.000 oer Qualified TOR payable by Buyer in U.S. funds as follows:
Deposit received (checks are subject to dearance)
Signature Name of Company ("Escrow Agenf'),
Additional deposit to be delivered to Escrow Agent by PAUL M KADE TRUST ACCOUNT
or 5 days from Effective Date (10 days if left blank).
Total financing (see Paragraph 3 below) (express as a dollar amount or percentage)
other:
Balance to dose (not induding Buyer's dosing costs, prep..d items and prorations). All funds
paid at dosing must be paid by locally drawn cashie(s check. official check or wired funds,
25 0 (f)(complet" only If purchase price will be determined based on a...Per unn cost instead of a fIXed price) The unit used to
26 determine the purchase price is 0 lot 0 acre 0 square foot 0 other (specify: )
27 prorating areas of less than a full unit The purchase price will be $ per unit based on a calculation of
2' total area of the PI'Operty as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragraph 8(c) of
29 this Contract The following rights of way and other ~reas will be exduded from the calculation:
30
17
18
19 (b) $
20
"
"
23
24
by
for
1000000
(e)
(d) $
(e) $
31 3. CASHlFINANCIING: (Check as applicable) Jlj{ (a) Buyerwill pay cash for the Property with no financing contingency.
32 0 (b) This Contrad 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 Rnancing 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. )f Buyer, after using dligence and good faith, cannot obtain the Financing within the Financing Period, either party
37 may ca"",,1 this Contrad and Buyer's deposil(s) will be returned after Escrow Agent receives proper authorization from all
36 interested parties.
39 0 (1) New Financing: Buyer will secure a commitmentfor new third party financing for
-40 $ or % of the purchase price at the prevailing interest rate and loan costs based on
., Buye(s creditworthiness. Buyer will keep Seller and Broker fully informed of the loan application status and progress
42 and authori;;:~es the lender or mortgage broker to disclose all such information to Seller and Broker.
43 0 (2) Seller Financing: Buyerwill execute a 0 first 0 second purchase money note and mortgage to Seller
44 in the amount of $ bearing annual interest at % and payable
45 as follo\o\'S: .
46 The mortgaSJe, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally
417 accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the
.. 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
50 parcels, if applicable; and will require Buyerto keep liability insurance on the Property, with Seller as additional named
51 insured. Bu),er authorizes Seller. to obtain credit, employment and other necessary information to determine
52 creditvrorthiness for the financing. Seller wll, within 10 days from Effective Date, give Buyer written notice of whether or
53 notSellerwiU make the loan.
54 Buyer 12L l-_l and Seller ( I ( ) acknowledge receipt of a copy of this page, which Is Page 1 of 7 Pages,
VAca Rev. 10104 C 2004 Florida AssociatIon of Realtorsi!l. All rights reserved. Licensed to Alta Star Software. User Regl# S-2HOO3XZ3MGOMB20Q..1007
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (305) 279-8898
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o (3) Mortgage Assumption: Buyer will take tiUe subject to and assume and pay eXisting first mortgage to
LN# in the approximate amount of
$ currently payable at $ per month including principal, interest, 0 taxes
and insurance and having a 0 fixed 0 Qther (describe)
interest rate of % which 0 will U will not escalate upon assumption. Any variance in the mortgage will
be adjusted in the balance due at closing with no adjustment to purchase price. Buyer Will purchase Seller's escrow
account delllar for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the
assumptionltransferfee exceeds $ either party may elect to pay the excess, failing which this
agreement will terminate and Buyer's deposit(s) will be returned.
CLOSING
4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before
~ I?"'E" A DO l~r 1 Cl)o..) ,... c... ,. <.:;r""fl.f"l"\ .5 . unless extended by other provisions of this Contract. If on
Closing Date'lnsurance underwriting is suspended, Buyer may postpone dosing up to 5 days after the insurance suspension
Is lifted. If this transaction does not dose for any reason, BuyerwiU immediately return all Seller-provided title evidence,
surveys, association documents and other items.
5. CLOSING PROK:EDURE; COSTS: Closing will take place in the county where the Property is located and may be
conducted by maill or electronic means. If title insurance insures Buyer for tiUe defects arising between the title binder effective
date and recordin,J of Buyer's deed, dosing agent will disburse at closing the net sale proceeds to Seller (in local cashie~s
checl<s if Seller ",quests In writing at least 5 days prior to dosing) and brokerage fees to Broker as per Paragraph 17. In
addition to other expenses provided in 1I11s Contract, Seller and Buyer will pay the costs indcated below.
(a) Seller Costs: Seller will pay taxes on the deed and recordng fees for documents needed to cure tiUe; title evidence (if
applicable under Paragraph 8);
Other:
(b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recordng fees on the deed and
financing statements; loan expenses; lender's title. policy at the simultaneous issue rate; inspections; survey and sketch;
insurance;
Other.
(c) TIUe Evidence and Insurance: Check (1) or (2):
o (1) The title evidence will be a Paragraph8(a)(1) owner'stiUe insurance commitment. 0 Seller 0 Buyer will
select the title agent 0 Seller 0 Buyer will' pay for the owne~s tiUe policy, search, examination and related
charges. Each party will pay its own closing fees.
J:i( (2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence. 0 Seller J:i( Buyer will
pay for the owne~s Utle policy and select the title agent Seller will pay fees for title searches prior to dosing, includng
tax search and lien search fees, and Buyer will pay fees for title searches after dosing (if any), tiUe examination fees and
dosing fees.
(d) Prorations: The follOlMng items will be made current and prorated as of 1I1e day before Closing Date: real estate
taxes, interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the
current year cannot be determined, the previOUS year's rates wm be used with adjustment for any exemptions.
PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SEu.ER'S CURRENT PROPERTY
TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR
SUBSEQUENT TO PURCHASE. A CHANGE OF Ov.NERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS
REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY
QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR
FURTHER INFORMATION.
(e) Special Ane5sment by Public Body: Regarding special assessments Imposed by a public body, Seller will pay (i)
the full amount of liens that are certified, confirmed and ratified before closing and (ii) the amount of the last estimate of
the assessmEinl if an improvement is substantially completed as of Effective Date but has not resulted in a lien before
dosing, and Buyerwill pay all other amounts.
If) Tax Withholding: If Seller is a"foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code
requires Buye.~towithhold 10% of1l1e amount realized by the Seller on the transfer and remit 1I1e withheld amount to the
Internal Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provides Buyer with
an affidavttth,1t Seller is not a"foreign person", (2) Seller provides Buyer with a Wthholding Certificate providing for
reduced or eliminated withholding, or (3) 1I1e gross sales price is $300,000 or less, Buyer is an ineivldual who purchases
the Property to use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property
for at least 50% of the number of daya the Property is in use during each of 1I1e first two 12 month periods after transfer.
The IRS requil'es Buyer and Seller to have a U.S. federal taxpayer identification number f'TIN"), Buyer and Seller agree
to execute and deliver as directed any instrument, affidavtt or statement reasonably necessary to comply with FIRPTA
requirements Ilnclueing applying for a TIN within 3 days from Effective Date and delivering their respective TIN or Social
Security numbers to the Closing Agent If Seller applies for a withhoiding certificate but the application is still pending as
of closing, BUllerwill place the 10% tax in escrow at Seller's expense to be disbursed In accordance with the final
determination of the IRS, provided Seller so requests and gives Buyer notice of the pending application in accordance
with Section 1445. if Buyer does not pay sufficient cash at closing to meet the withholding requirement, Seller will deliver
to Buyer at dcslng the additional cash necessary to satisfy the requirement. Buyer will timely disburse the funds to the
IRS and provide Seller VoIith copies of the tax forms and receipts.
11. BUl"'r~ (...-.J and Seller! ) ( I acknowledgereceiplofa copy of this page, which is Page 2 of7 Pages.
VACB Rev. 10104 C 200~ Florida Association of Realtom@.AUrights reseNed. licensed to Alta Star Software.
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120 (9) 1031 Exc:hange: If either Seller or Buyer wishes to enter into a like-kind exchange (either simultaneously with closing
121 ()( aller) under Section 1031 of the Internal Revenue Code C'Exchange"), the other party will cooperate in all reasonable
122 respects to ,>ffectuate the Exchange including executing documents; provided, however, that the cooperating party will
123 incur no liability (){ cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by
124 the Exchangl9.
PROPERTY CONDITION
125 6. LAND USE: S"lIer will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions
126 resulting from Bu:~er'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 permn any activity that would materially alter the Property's condition without
128 the Buyer's prior 'Mitten consent
12' (a) FI~ 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 rebuildin,g in the event of casualty.
132 (b) Governm,ent 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 Iluyer has checked choice (c)(2) below.
135 (c) Inspections: (check (1) or (2) below)
136 ri (1) F4taSibillty Study: Buyerwill, at Buyer"s expense and Vtithin 30 days from f:llo;;;l,.odvo;;; 5QLo;;; ("Feasibility
137 stUdy Peric>d'1, determine whether the Property is suitable, in Buyer's sole and abeolute discretion,
138 for JRlr.f..J19odfbrSR:ronInaOl'aretlferden$/tV/seellddltlonaltelmsl. Deriodc.oolRleI.c.es30davsti'oml'f?!C@/DtofTDR letters use.
13. 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 necessary to determine to Buyer's satisfaction
141 the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision
142 statutes; $CHI 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 Inspet.'1ions
144 that Buyer deems appropriate to determine the Property's suitability for tha Buyer's Intended use, If the Property must
145 be rezoned, Buyer will obtain the rezoning from the appropriate government agendes. Seller will sign all documents
146 Buyer is required to file in connection with development or rezoning approvals.
147 Seller giv"" Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility
146 SltJdy Perie,d for the purpose d conducting Inspections; provided, however, that Buyer, its agents, contractors and
14' assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless
150 from IOSSE*!i, damages, costs, daims 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, Buyerwill, at Buyer's expense, (1) repair all damages to the Property resUlting from the Inspections and return
156 the Property to the condition n was in prior to conduct of the Inspections, and (2) release to Seller all repolls and other
156 work generated as a result of the Inspections.
157 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility 5ltJdy Period of Buyer's determination
158 of whether", not the Property is acceptable. I;luyer's failure to comply with this notice requirement will coMtitute
159 acceptance of the Property as suitable for Buyer's Intended use in its "as Is" condition. If the Property is unacceptable
"" 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 th.. Feasibility study period ends and Buyer's deposit(s) will be reltJrned after Escrow Agent receives proper
162 authorization from aU interested parties.
163 0 (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, induding being
154 satisfied th,~ either public sewerage and water are available to the Property or the Properly 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, i:lre acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations.
168 (d) Subdivided I...nds: If this Contract is for the purchase of subdivided lands, defined by Rorida Law as "(a) Any
169 contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, parcels,
170 units, or interesb;; or (b) Any land, whether contiguous or not, which is dvided 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 cancet this Contract
172 for any reason wi,a1soever 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 :10 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
176 Seller negotiates with a governmental authority to transfer ali or part of the Property in lieu of eminent domain proceedings, or
In if an eminent domain proceeding is initiated, Selier will promptly inform Buyer. Enher party may cancel this Contract by written
178 notice to the other ~.thin 10 days from Buyer's receipt of Seller's notification, failing which Buyer win dose in accordance with
179 this Contract and receive all payments made by the government authority or insurance company, if any.
160 Buyer ~ L---l and Seller ( I ( I ecknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
VAC-S Rev. 10104 e 2004 Florida Association of Rea~. All ~hts resefVed. licensed to AIta Star Software.
Software and Added Formatting Copyright 2004 Alta star Software, Inc. All Rights Reserved. (305)279-3898
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181 TITLE
182 8. TITLE: Seller will conv"'i marketable tttle 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: TiUe 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
186 which prevent Buyer's intended use of the Property
187 as
188 covenants, ea1:;ernents and restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and
189 mineral rights .>1 record if there is no right of entry; current taxes; mortgages that Buyer will 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, whic:h 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 title insurer in the amount of the purchase price and
194 subject only to tiUe 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
196 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the
19> Property re,:orded 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 Buyeror Buyer's dosing agen~
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. TiUe 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 Buyer's notice of defects C'Curative Period") to cure the defects at Seller's expense. If Seller cures the defects
206 within the Cu"ltive Period, Seller will deliver written notice to Buyer and the parties will dose the transaction on Closing
2fIl Date or within 10 days from Buyer'S receipt of Seller's notice if Closing Date has passed. If Seller is unable to cure the
206 defects within Ilhe Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from receipt of
209 Seller's nolice, either cancel this Contract or 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 surv"'ied and deliver written notice
211 to Seller, with,;n 5 days from receipt of survey but no later than 5 days prior to dosing, of any encroachments on the
212 Property, ena<oachments by the Property"s improvements on other lands or deed restriction or zoning viola1ions. Arrt such
213 encroac:hment or violation will be treated in the same manner as a tiUe defect and Buyer's and Seller's obligations will be
214 delermined 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 I unless Buyer waives this requirement In writing.
217 MISCEUANEOUS
21. 9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on which the last of the parties IniUals 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 fall,. on a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time
222 periods will end ,~ 5:00 p.m. local time (meaning in the county where the Property is located) of the appropriate day.
223 10. NOTICES: All nolices 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 If the contingency did not exlsl Any
226 notice. document or Item given to or received by an attorney or Broker (inCluding a transaction broker) representing a
22' party will be as ,oIfective as if given to or by thai party.
22. 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 \ncor_aled into this Contract.
230 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound.
231 This Contract, signatures, inHials, documents referenced in this Contract, counterparts and written modifications
232 communicated electronically or on paper will be acceptable for all purposes, induding delivery, and will be binding.
233 HandNritten or ty'pewritten 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
236 public records.
237 12. ASSIGNABILJTY; PERSONS BOUND: Buyer may _aSSign this Contract without Seller's written consenl The terms
238 "Buyer", "Seller", and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors,
239 personal represelntatives and assigns (if permitted) of Buyer, Seller and Broker.
240 Buyer ( 5i ~ l' I and Seller I 1 ( I acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages,
VACAJ Rev, 1004 ~ 2{J04 Florida Associatloo of R.._, All rights reserved Ucense<llo AIla star Soltware.
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (305) 279-3898
b-lu 1.0 t . ), L4\
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 with<M waiving thE! right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to
245 Brokerfor the fullllmount ofthe brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time
246 specified, indudinll 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 spl~ equally among cooperating brokers except when dOSing does not occur
249 due to Buyer not b~ing able to secure Financing after providing a Commitment, in which case Broker's portion of the deposits
250 will go solely to thE! iisting broker) up to the full amount of the brokerage fee.
251 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, daims, and other matters in
252 question arising OIJ~ 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 subm~ the dispute, if so required by ROOda law, to Escrow Agent's choice of arbitration, a Rorida court or the Flonda
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 dale a dispute arises between them to attempt to
2S8 resolve the matter through mediation, failing which the parties will resolve the dispute through neutral binding arbitration In
259 the county where the Property is located. The arbitrator may not after the Contract terms or award any reme<tyo not provided
2SO for in this Conlro.cl The award will be based on the greater weight of the evidence and will state findings of fact and the
261 contractual authority on which ~ is based. If the parties agree to use discovery, ~ will be in accordance with the Flonda Rules
262 of Civil Procedure and the arbitrator will resolve all discovery-related <isputes. Any <isputes with a real estate licensee
263 named in Paragraph 17 will be submitted to arbitration only if the licensee's broker consents in writing to become a party to
264 the procee<ing. This dausewill surviVe dosing.
265 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by
266 submitting It to nn Impartia 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 Assodation f'AAI>:') or
268 other mediator agreed on by the parties. The parties will equally divide the mediation fee, if any. "Arbltration"'s a process in
269 which the parti.., 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 AI>A or other arbitrator agreed on by the parties.
271 Each party to any arbitTatlon will pay its own fees, costs and expenses, Induding attorneys' fees, and will equally spl~ the
272 arbitrators' fees and administrative fees of arbitration. I n a civil action to enforce an arbitration award, the prevailing party to
2>3 the arbitration shall be entitled to recover from the nonprevailing party reasonable attorneys' fees, costs and expenses.
274 ESCROW AGENT AND BROKER
27S 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow
276 and, subject to demance, disburse them upon proper authorization and in accordance with Florida law and the terms of this
277 Contract, inclu<ing <isburslng brokerage fees. The parties agree that Escrow Agent will not be liable to any person for
278 misdelivery of 8SCrlIwed items to Buyer or Seifer, unless the misdelivery is due to Esaow Agenfs willful breach of this
279 Contract or gross negligence. If Escrow Agent interp/eads 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
261 equivalent and charged and awarded as court costs in favor of the prevailing party. All dalms against Escrow Agent will be
282 artttrated, so long as Escrow Agent consents to arbitrate.
263 16. PROFESSlON...LAOVICE; BROKER UABIUTY: Broker advises Buyer and Seller to verify all facts and representations
264 that are important 10 them and to consult an appropriate professional for legal advice (for example, Interpreting contracts,
285 determining the effect of lavvs on the Property and transaction, status of titte, foreign investor reporting requirements, etc.) and
206 for tax, property condition, environmental and other specialized advice. Buyer acknowledges that Broker does not reside In the
287 Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or public
266 records. Buyer 89mes 10 rely solely on Seller, professional inspectors and governmental agencies for verif"lC8tion of
269 the Property condition and facts that materially affect Properly value. Buyer and Seller respectiveiy will pay all costs and
290 expenses, induding reasonable attorneys' fees at all levels, incurred by Broker and Broker's officers, <irectors, agents and
291 employees in connection with or arising from Buyer's or Sefler's misstatement or failure to perform contractual o~igations.
292 Buyer and Seller hold harmless and release Broker and Broker's officers, <irectors, agents and employees from all liability for
293 loss or damage ba..,d on (1) Buyer's or Seller's misstatement or failure to perform contractuai obligations; (2) Broker's
294 performance, at BUl'er's aneVor Seller's request, of any task beyond the scope of services regulated by Chapter 475, F.S., as
295 amended, Induding Broker's referral, recommendation or retention of any vendor; (3) products or services provided by any
296 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
296 paragraph, Broker will be treated as a party to this Contract. This paragraph will survive dosing,
299 Bu~ J.L L---.J and Seller I II I acknowledge reoeipl of a copy oflt1is page, which is Page 5 of 7 Pages.
VAC8 Rev. 10104 02004 Honda AssociatiOn of RealtorsCB/. AM rights reserved. Licensed to AIta star Software.
Software and Added IFormattlng Copyright 2004 Alta Slar Softwa~,lnc. All Righls Reserved. (305) 279-$898
~\b,~ ~ (6")
300 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker."lnstruction to Closing
301 Agent: Seller and Buyer drect dosing agent to disburse at dosing the full amount of the brokerage fees as specified in
302 separate brokeraQIe agreements with the parties and cooperative agreements betvveen the brokers, except to the extent Broker
303 has retained such fees from the escrowed funds. In the absence of such brokerage agreements, dosing agent will disburse
304 brokerage fees as indicated below. This paragraph will not be used to modify any MLS or other offer of compensation made by
305 Seller or listing bmker to cooperating brokers,
306 Georae F. Wilsl:m
307 Selling Sales Assodatell...icense No.
Prudential Kevside Prooerlies
Selling FirmlBrokerage Fee: ($ or % of Purchase Price) ten (10%)
306
309 Listing Sa/es AssociateA.Jcense No.
Listing FirmlBrokerageFee: ($ or% of Purchase Price)
310
311 18. ADDITIONAL TERMS:
ADDITIONAL TERMS
312
313
314
315
31.
317
318
31.
320
321
322
323
324
325
32.
32'
328.
329
330
331
332
333
334
335
336
337
338
339
340
341
1. This offet'lcontract is contlnaent on the Qualification of the individual Transferabla Devefooment RiOhts
fTDR'sl at the ,ate of one IS zoned TOR. which shalf transfer as one SR densiitv or oreater TOR.
2. This contract is for the <HJrchase of a totai of 37 TOR's. Closlna on 16 TOR's wfff occur within 30 davs of
recelDt of the TOR letters for those sender site lots beina made available to Buver for InsDeCtion and tJDoroval
as oar Feaslbiiftv Studv Period. Purchase Drlce is $45.000 oar ouafffvino TOR. CIoslno on the remainino 21
TOR's shali occur UDon the fatter of June 15. 2007 or within 30 davs of the recefDt of TOR fetters at a Drice of
$45.000 Del" aUiilifvina TOR.
3. Title to aff TOR lots and tracts associated with these TOR's shaff be transferred to Monroe COuntv bv fee
simDte title bv smtOl' and/or buver after the mR's are transferred to Buv.. In the event there are fewer than 37
TlJR's available and Qualified lor Durchase. Seller aorees to sell and 8l1ver shall have the riaht to DUrchase all of
those TOR's that tJualifv.
4. Buver. at BtJ1ver's oation. may cancel or extend this contract if Buver has not received TOR letters bv Februarv
1 2007
342
Buyer ~ 1--> and Seller ( II 1 acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.
VAC8 Rev. 10104 C 2004 Florida Association eX RealtorSl1l. AD rights reserved. licensed to A1ta star Software.
Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Rights Reserved. (3051279-8898
'f2 )0::-\11-< \,,:\-- ('>") LGo ')
343
This Is Intended to be a legally binding conlract.lf not fully understood, seek the advice of an attorney prior to signing.
OFFER AND ACCEPTANCE
(Check If applicable: 0 Buyer received a written reai 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 CO~
delivered to Buyer no later than 0 a,m.D p.m, on thiS
offer will be revokE!d and Buyer's deposit refunded subject to clearance of funds.
Piece of Paradise, LLC ~
Date ~~ ~~~~m~po;:; Man~:~Q~~
3"
3<5
346
347
348
349
350
351
352
353
354
355
Date: Decemb....15 2006
Phone: 305-453-4521
Fax: 305-453-4522
Email:
~ldV6tJ'?C>~
Buyer: ~O
Print name: .
Address:
Pj<..\cc.Pid'. e.'-"'"
Uoyd A. Good, Jr.
356 Date:
357
Seller:
Print name: L10vd A Good Jr.
358 Date:
359 Phone:
360 Fax:
361 Email:
Seller:
Print name:
Address:
362
COUNTEROFFER' REJECTION
363 0 Seller counters Buyer's offer (to accept the counter offer I 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 ). 0 Seller rejects Buyer's offer.
365 .1 Eft'ective Date: ,
(The date on which the last party signed or initialed acceptance of the final offer.)
366
auyerJtl
) and Seller'
II
1 acknowledge receipt of a copy of This page, which is Page 7 of 7 Pages.
The F\orida Association llf REALTORS and local Board/Association of REAlTORS make no representation as to the legal validity or adequacy or any provision d this
form in any specifIC transaction. This standardized form shOYld not be used In complex tmnsactionsor w!ttl extensive riders or additions. This form Is available for use by
the entire real estate Indlustry and Is not Intended to Jdenti!ythe user es a REALTOR. REALTOR Is a registered collective membership mark that may be used only by
real estate licellseeswf10 are members dthe National AssociaUon of R€AL TORS and who subscribe to its Code of Ethics.
The copyrighllaws of the United States (17 U.s. .Code) fofbid the unauthorized reproductIon of blank forms by any means inc;luding faosimiCe or computerized forms.
VAC-a Rev. 1004 e 2004 Florida AssocIation of Realtof9JI. All rights reserved. Licensed to Alia star Software.
SOftware and Added Formatting Copyright 2004 AIta Star Software, Inc. All Rights Reserved. 13(5)279-3898
ALTA
SUR
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~4\.. t .)., (4)
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
1to 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, II, 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
~ r-"'-. \.::>1 \
")
<
,.,..;.
t .)
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 I 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 21 st day of December 2006 by Lloyd A. Good,
"
Jr. who is personally known to me.
()c.xC''VA ~-
Dolores A. Zickert
Notary Public
0- \-
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