Item F2
LAND AUTHORITY GOVERNING BOARD
AGENDA ITEM SUMMARY
ADD-ON ITEM
Meeting Date: Januarv 18. 2006
Division: Land Authoritv
Bulk Item: Yes No l
Staff Contact Person: Mark Rosch
Agenda Item Wording: Approval of a resolution authorizing the transfer of title between Florida Keys
Community Housing and Land Trust, Inc. and Habitat for Humanity of Key West and Lower Florida
Keys, Inc. for Tract C, Porpoise Point Section Four on Big Coppitt Key.
Item Background: The Florida Keys Community Housing and Land Trust, Inc. requests approval of
this resolution to support the Trust's application for funding from the Florida Housing Finance
Corporation. See the attached narrative from Jerry Coleman for further details.
Advisory Committee Action: The Committee will consider this request on January 25, 2006. The
item is being heard by the Governing Board today due to the Florida Housing Finance Corporation
January 31,2006 application deadline.
Previous Governing Board Action: On September 21, 2004 the Board approved the contract to
purchase this property for $533,500. On April 20, 2005 the Board approved Resolution 02-2005
imposing deed restrictions and authorizing conveyance of the property to Florida Keys Community
Housing and Land Trust, Inc.
Contract/Agreement Changes: N/A
Staff Recommendation: Approval
Total Cost: $ N/A Budgeted: Yes _ No
Cost to Land Authority: $ N/A Source of Funds:
Approved By: Attorney ~ County Land Steward _'
Executive Director Approval: A'\1, \ ~
>~r~
Documentation: Included: ~
To Follow:
Not Required: _
Agenda Item F -2-
Disposition:
RESOLUTION NO.
A RESOLUTION OF THE MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY AUTHORIZING
THE TRANSFER OF TITLE BETWEEN FLORIDA KEYS
COMMUNITY HOUSING AND LAND TRUST, INC. AND
HABITAT FOR HUMANITY OF KEY WEST AND LOWER
FLORIDA KEYS, INC. FOR TRACT C, PORPOISE POINT
SECTION FOUR ON BIG COPPITT KEY.
WHEREAS, the Monroe County Comprehensive Plan Land Authority (hereinafter "Land
Authority") purchased real property described as Tract C, Porpoise Point Section Four (PB 5-
118) on Big Coppitt Key (hereinafter "subject property") as an affordable housing site; and
WHEREAS, the Land Authority conveyed the subject property to the Florida Keys Community
Housing and Land Trust, Inc. for development with affordable housing; and
WHEREAS, the deed restrictions contained in the Florida Keys Community Housing and Land
Trust, Inc. deed prohibit the Trust from conveying the land without prior written approval of the
Land Authority; and
WHEREAS, the Florida Keys Community Housing and Land Trust, Inc. requests Land Authority
approval to temporarily convey the subject property to Habitat for Humanity of Key West and
Lower Florida Keys, Inc. to facilitate the Trust's receipt of funding from the Florida Housing
Finance Corporation pursuant to RFP 2005-04; and
WHEREAS, the Florida Keys Community Housing and Land Trust, Inc. also requests Land
Authority approval for Habitat for Humanity of Key West and Lower Florida Keys, Inc. to re-
convey the subject property to the Trust following Florida Housing Finance Corporation's award
or denial of funding to the Trust pursuant to RFP 2005-04; and
WHEREAS, due to the January 31, 2006 Florida Housing Finance Corporation application
deadline, the Land Authority Advisory Committee has not yet considered this resolution but will
do so at a meeting scheduled for January 25, 2006; NOW, THEREFORE,
BE IT RESOLVED BY THE MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY:
Section 1. The Land Authority hereby approves conveyance of the subject property from
Florida Keys Community Housing and Land Trust, Inc. to Habitat for Humanity of Key West and
Lower Florida Keys, Inc.
Page 1 of 2
Section 2. The Land Authority hereby approves re-conveyance of the subject property from
Habitat for Humanity of Key West and Lower Florida Keys, Inc. to Florida Keys Community
Housing and Land Trust, Inc.
Section 3. This resolution shall not take effect unless approved by the Land Authority Advisory
Committee.
PASSED AND ADOPTED by the Monroe County Comprehensive Plan Land Authority at a
regular meeting on this day of 2006.
(Seal)
ATTEST:
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
Mark J. Rosch
Executive Director
David P. Rice
Chairman
Approved for Legal Sufficiency
Larry R. Erskine
Page 2 of 2
REQUEST FOR CONVEYANCE APPROVALS RELATING TO BIG
COPPITT AFFORDABLE HOUSING PROJECT
Florida Keys Community Housing and Land Trust, Inc. (the "Land Trust")
The Florida Keys Community Housing and Land Trust requests that the Land Authority
authorize conveyance of the Land Trust's Big Coppitt property (further described below by map and
by the attached copy of the 2005 warranty deed for the property) to Habitat for Humanity of Key
West & Lower Florida Keys, Inc. ("Habitat") for Ten Dollars ($10.00). The reason for the proposed
conveyance is to enable a subsequent reconveyance of this same property back to the Land Trust so
that the Land Trust can qualify as an applicant for affordable housing funding to be provided from
Florida Housing Finance Corporation pursuant to RFP 2005-04, dated October 21, 2005 (the
"RFP"). A standard Florida vacant land form contract to govern the proposed transaction is attached
hereto.
If successful in receiving RFP funding, the Land Trust would receive $1,350,000-
$1,750,000, and this full amount would be paid to Habitat for reconveyance of the Big Coppitt
property back to the Land Trust. Habitat would under the attached contract commit the full amount
of the contemplated land sale proceeds to financing the permitting and construction often (10) two-
three bedroom affordable housing units on the property, with actual construction to be started within
one (l) and completed within two (2) years of funding. The reason for the conveyance to Habitat
and reconveyance back to the Land Trust is to comply with technical terms of the RFP. Should the
Land Trust not prove successful in obtaining funding under the RFP, Habitat shall nonetheless
reconvey the Big Coppitt property back to the Land Trust for Ten Dollars ($10.00) in order to return
ownership to the current status quo.
This request for Land Authority approval is required under deed restrictions for the subject
property. Approval is requested at this time for both the initial conveyance to Habitat as described
above, as well as for the subsequent reconveyance back to the Land Trust, which again, is to occur
regardless of whether or not RFP funding is ultimately obtained.
Big Coppitt Property Map
~
a
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2
7*
8*
9*
10*
11* including all improvements and the following additional property:
12*
13*
Vacant Land Contract
FLORIDA ASSOCIATION OF REAL TORS@
PARTIES AND DESCRIPTION OF PROPERTY
1* 1. SALE AND PURCHASE: Florida Keys Community Housing and Land Trust. Inc.
2* and Habitat for Humanitv of Kev West & Lower Florida Keys. Inc.
agree to sell and buy on the terms and conditions specified below the property ("Property") described as:
4* Address:
5* Legal Description: Tract C, PORPOISE POINT, SECTION FOUR, according to the Plat thereof, recorded in Plat Book 5,
6* at Page 118, of the Public Records of Monroe County, Florida (RE No. 00155820-000000)
("Seller")
("Buyer")
3
14
15* 2. PURCHASE PRICE:
25*
26*
27*
28
29*
30*
31* 3.
32*
33*
34*
35
36
37
38*
39*
40
41
42*
43*
44*
45 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally
46 accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the
47 mortgagee's option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any
48 time(s) with interest only to date of payment; will be due on conveyance or sale; will provide for release of contiguous
49* Buyer (_) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages.
1S*
17*
18*
19*
20*
21*
22*
23*
24
$
PRICE AND FINANCING
10.00 payable by Buyer in U.S. currency as follows:
(a) $
nla Deposit received (checks are subject to clearance)
by
for
("Escrow Agent")
Signature
Name of Company
(b) $
nla Additional deposit to be delivered to Escrow Agent by
or ~ days from Effective Date. (10 days if left blank)
(c)
(d) $
(e) $
nla Total financing (see Paragraph 3 below) (express as a dollar amount or percentage)
Other:
Balance to close (not including Buyer's closing costs, prepaid items and prorations). All funds paid
at closing must be paid by locally drawn cashier's check, official bank check, or wired funds.
o (f) (complete only if purchase price will be determined based on a per unit cost instead of a fixed price). The unit used to
determine the purchase price is 0 lot 0 acre 0 square foot 0 other (specify: )
prorating areas of less than a full unit. The purchase price will be $ per unit based on a calculation of
total area of the Property as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragraph 8(c) of
this Contract. The following rights of way and other areas will be excluded from the calculation:
CASH/FINANCING: (Check as applicable) ~ (a) Buyer will pay cash for the Property with no financing contingency.
o (b) This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s) specified below (the
"Financing") within days from Effective Date (if left blank then Closing Date or 30 days from Effective Date, whichever
occurs first) (the "Financing Period"). Buyer will apply for Financing within days from Effective Date (5 days if left blank)
and will timely provide any and all credit, employment, financial and other information required by the lender. If Buyer, after using
diligence and good faith, cannot obtain the Financing within the Financing Period, either party may cancel this Contract and
Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested parties.
0(1) New Financing: Buyer will secure a commitment for new third party financing for $ or
% of the purchase price at the prevailing interest rate and loan costs based on Buyer's creditworthiness. Buyer
will keep Seller and Broker fully informed of the loan application status and progress and authorizes the lender or
mortgage broker to disclose all such information to Seller and Broker.
0(2) Seller Financing: Buyer will execute a 0 first 0 second purchase money note and mortgage to Seller in the amount
of $ , bearing annual interest at % and payable as follows:
VAC-8 Rev. 10/04 @2004 Florida Association of REAL TORS@AII Rights Reserved
lH~
REAL TOR" .=::'~.;";G
This form produced by l/.~tII..ForrnuJator--41 800-336-1027
50 parcels, if applicable; and will require Buyer to keep liability insurance on the Property, with Seller as additional named
51 insured. Buyer authorizes Seller to obtain credit, employment and other necessary information to determine creditworthiness
52 for the financing. Seller will, within 10 days from Effective Date, give Buyer written notice of whether or not Seller will make
53 the loan.
54* 0 (3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to
55*
56* LN# in the approximate amount of $ currently payable at
57* $ per month including principal, interest, 0 taxes and insurance and having a 0 fixed 0 other
58* (describe)
59* interest rate of % which 0 will 0 will not escalate upon assumption. Any variance in the mortgage will be adjusted
60 in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow account dollar
61* for dollar. If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the
62* assumption/transfer fee exceeds $ , either party may elect to pay the excess, failing which this
63 agreement will terminate and Buyer's deposit(s) will be returned.
64 CLOSING
65 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before
66* January 31 2006 ,unless extended by other provisions of this Contract. If on Closing Date insurance
67 underwriting is suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted. If this transaction does
68 not close for any reason, Buyer will immediately return all Seller-provided title evidence, surveys, association documents and other
69 items.
70 5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the Property is located and may be conducted by
71 mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and recording
72 of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller (in local cashier's checks if Seller requests in
73 writing at least 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. In addition to other expenses provided in
74 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* applicable under Paragraph 8); Other:
77 (b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed and
78* financing statements; loan expenses; lender's title policy at the simultaneous issue rate; inspections; survey and sketch;
79* insurance; Other:
80 (c) Title Evidence and Insurance: Check (1) or (2):
81* D(1)The title evidence will beaParagraph 8(a)(1) owner's title insurance commitment. OSeller o Buyer will select the
82* title agent. 0 Seller 0 Buyer will pay for the owner's title policy, search, examination and related charges. Each party will pay
83 its own closing fees.
84* 0 (2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence. 0 Seller 0 Buyer will pay for
85 the owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing, including tax search and
86 lien search fees, and Buyer will pay fees for title searches after closing (if any), title examination fees and closing fees.
87 (d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes,
88 interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the current year
89 cannot be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX
90 DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE
91 AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO
92 PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE
93 PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING
94 VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION.
95 (e) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i) the full
96 amount of liens that are certified, confirmed and ratified before closing and (ii) the amount of the last estimate of the assessment
97 if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing, and Buyer will pay
98 all other amounts.
99 (f) Tax Withholding: If Seller is a "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires
100 Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the Internal
101 Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provides Buyer with an affidavit that
102 Seller is not a "foreign person", (2) Seller provides Buyer with a Withholding Certificate providing for reduced or eliminated
103 withholding, or (3) the gross sales price is $300,000 or less, Buyer is an individual who purchases the Property to use as a
104 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
105 of days the Property is in use during each of the first two 12 month periods after transfer. The IRS requires Buyer and Seller to
106 have a U.S. federal taxpayer identification number ("TIN"). Buyer and Seller agree to execute and deliver as directed any
107 instrument, affidavit or statement reasonably necessary to comply with FIRPTA requirements including applying for a TIN within 3
108 days from Effective Date and delivering their respective TIN or Social Security numbers to the Closing Agent.
109* Buyer (_) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages.
VAC-8 Rev. 10/04 @ 2004 Florida Association of REAL TORS@AII Rights Reserved
This form produced by 1/,.,.,.'FonnuIatorIt 800.J36.1027
110 If Seller applies for a withholding certificate but the application is still pending as of closing, Buyer will place the 10% tax in
111 escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS, provided Seller so requests
112 and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at
113 closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the
114 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts.
115 (g) 1031 Exchange: If either Seller or Buyer wishes to enter into a like-kind exchange (either simultaneously with closing or
116 after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate in all reasonable respects to
117 effectuate the Exchange including executing documents; provided, however, that the cooperating party will incur no liability or
118 cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by the Exchange.
119 PROPERTY CONDITION
120 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions resulting
121 from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and grounds in a comparable
122 condition and will not engage in or permit any activity that would materially alter the Property's condition without the Buyer's prior
123 written consent.
124 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which flood
125 zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property and rebuilding
126 in the event of casualty.
127 (b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which affect
128 Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study Period has expired or
129 if Buyer has checked choice (c)(2) below.
130 (c) Inspections: (check (1) or (2) below)
131* 0 (1) Feasibility Study: Buyer will, at Buyer's expense and within days from Effective Date ("Feasibility Study
132* Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for
133* use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental
134 assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to
135 determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning
136 restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency
137 with local, state and regional growth management plans; availability of permits, government approvals, and licenses; and
138 other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the
139 Property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller will sign all
140 documents Buyer is required to file in connection with development or rezoning approvals.
141 Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study
142 Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter
143 the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages,
144 costs, claims and expenses of any nature, including attorneys' fees, expenses and liability incurred in application for rezoning
145 or related proceedings, and from liability to any person, arising from the conduct of any and all Inspections or any work
146 authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the
147 Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all
148 damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of
149 the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections.
150 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of
151 whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of
152 the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written
153 notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study
154 period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested
155 pa rties.
156* 0 (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being satisfied
157 that either public sewerage and water are available to the Property or the Property will be approved for the installation of a
158 well and/or private sewerage disposal system and that existing zoning and other pertinent regulations and restrictions, such
159 as subdivision or deed res1rictions, concurrency, growth management and environmental conditions, are acceptable to Buyer.
160 This Contract is not contingent on Buyer conducting any further investigations.
161 (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any contiguous
162 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)
163 Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or more lots, parcels, units, or interests which
164 are offered as a part of a common promotional plan.", Buyer may cancel this Contract for any reason whatsoever for a period of 7
165 business days from the date on which Buyer executes this Contract. If Buyer elects to cancel within the period provided, all funds or
166 other property paid by Buyer will be refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation
167 by the developer.
168 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, or Seller
169 negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, or if an
170. Buyer (_) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages.
VAC-8 Rev. 10/04@2004 Florida Association of REAL TORS@AII Rights Reserved
This form produced by ll,tr'I~'FonnuIator. 800-336.1027
171 eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract by written notice to
172 the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in accordance with this Contract
173 and receive all payments made by the government authority or insurance company, if any.
174 TITLE
175 8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative or
176 guardian deed as appropriate to Seller's status.
177 (a) Title Evidence: Title evidence will show legal access to the Property and marketable title of record in Seller in accordance
178 with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of which prevent
179* Buyer's intended use of the Property as : covenants, easements and
180 restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and mineral rights of record if there is
181 no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at or before
182 closing. Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, which must be generally
183 accepted in the county where the Property is located (specify in Paragraph 5(c) the selected
184 type). Seller will use option (1) in Palm Beach County and option (2) in Miami-Dade County.
185 (1) A title insurance commitment issued by a Florida-licensed title insurer in the amount of the purchase price and subject
186 only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date.
187 (2) An existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be
188 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the Property
189 recorded in the public records of the county where the Property is located and certified to Effective Date.
190 However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as
191 a base for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format acceptable to
192 Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, together with copies of
193 all documents recited in the prior policy and in the update. If a prior policy is not available to Seller then (1) above will be the
194 title evidence. Title evidence will be delivered no later than 10 days before Closing Date.
195 (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt of title
196 evidence but no later than closing, of any defects that make the title unmarketable. Seller will have 30 days from receipt of
197 Buyer's notice of defects ("Curative Period") to cure the defects at Seller's expense. If Seller cures the defects within the
198 Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on Closing Date or within 10
199 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to cure the defects within the Curative
200 Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from receipt of Seller's notice, either cancel this
201 Contract or accept title with existing defects and close the transaction.
202 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written notice to
203 Seller, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroachments on the Property,
204 encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any such encroachment
205 or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations will be determined in
206 accordance with subparagraph (b) above. If any part of the Property lies seaward of the coastal construction control line, Seller
207 will provide Buyer with an affidavit or survey as required by law delineating the line's location on the property, unless Buyer
208 waives this requirement in writing.
209 MISCELLANEOUS
210 9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on which the last of the parties initials or signs the
211 latest offer. Time is of the essence for all provisions of this Contract. All time periods expressed as days will be computed in
212 business days (a "business day" is every calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on
213 a Saturday, Sunday or national legal holiday, performance will be due the next business day. All time periods will end at 5:00 p.m.
214 local time (meaning in the county where the Property is located) of the appropriate day.
215 10. NOTICES: All notices will be made to the parties and Broker by mail, personal delivery or electronic media. Buyer's failure to
216 deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies will
217 render that contingency null and void and the Contract will be construed as if the contingency did not exist. Any notice,
218 document or item given to or received by an attorney or Broker (including a transaction broker) representing a party will be
219 as effective as if given to or by that party.
220 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer a nd Seller. Except for brokerage
221 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract.
222 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound. This
223 Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated
224 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms
225 inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract is or becomes invalid or
226 unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence and good faith in
227 performing all obligations under this Agreement. This Contract will not be recorded in any public records.
228 12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms "Buyer,"
229 "Seller," and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, personal
230 representatives and assigns (if permitted) of Buyer, Seller and Broker.
231 * Buyer (_) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages.
v AC-8 Rev. 10/04 @ 2004 Florida Association of REAL TORS@ All Rights Reserved
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232 DEFAULT AND DISPUTE RESOLUTION
233 13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort,
234 Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without waiving
235 the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to Broker for the full amount
236 of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including timely payment of
237 all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated damages or to seek
238 specific performance as per Paragraph 14; and Broker will, upon demand, receive 50% of all deposits paid and agreed to be paid (to
239 be split equally among cooperating brokers except when closing does not occur due to Buyer not being able to secure Financing
240 after providing a Commitment, in which case Broker's portion of the deposits will go solely to the listing broker) up to the full amount
241 of the brokerage fee.
242 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in
243 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows:
244 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from the
245 date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent will submit the
246 dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the Florida Real Estate
247 Commission. Buyer and Seller will be bound by any resulting award, judgement, or order.
248 (b) All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to resolve
249 the matter through mediation, failing which the parties will resolve the dispute through neutral binding arbitration in the county
250 where the Property is located. The arbitrator may not alter the Contract terms or award any remedy not provided for in this
251 Contract. The award will be based on the greater weight of the evidence and will state findings of fact and the contractual
252 authority on which it is based. If the parties agree to use discovery, it will be in accordance with the Florida Rules of Civil
253 Procedure and the arbitrator will resolve all discovery-related disputes. Any disputes with a real estate licensee named in
254 Paragraph 17 will be submitted to arbitration only if the licensee's broker consents in writing to become a party to the proceeding.
255 This clause will survive closing.
256 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by submitting it
257 to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a settlement on the
258 parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or other mediator agreed
259 on by the parties. The parties will equally divide the mediation fee, if any. "Arbitration" is a process in which the parties resolve a
260 dispute by a hearing before a neutral person who decides the matter and whose decision is binding on the parties. Arbitration will
261 be in accordance with the rules of the AAA or other arbitrator agreed on by the parties. Each party to any arbitration will pay its
262 own fees, costs and expenses, including attorneys' fees, and will equally split the arbitrators' fees and administrative fees of
263 arbitration. In a civil action to enforce an arbitration award, the prevailing party to the arbitration shall be entitled to recover from
264 the nonprevailing party reasonable attorneys' fees, costs and expenses.
265 ESCROW AGENT AND BROKER
266 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow and,
267 subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Contract,
268 including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed
269 items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence. If
270 Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will
271 recover reasonable attorneys' fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court
272 costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to
273 arbitrate.
274 16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts and representations that
275 are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts, determining the
276 effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, etc.) and for tax, property
277 condition, environmental and other specialized advice. Buyer acknowledges that Broker does not reside in the Property and that all
278 representations (oral, written or otherwise) by Broker are based on Seller representations or public records. Buyer agrees to rely
279 solely on Seller, professional inspectors and governmental agencies for verification of the Property condition and facts that
280 materially affect Property value. Buyer and Seller respectively will pay all costs and expenses, including reasonable attorneys'
281 fees at all levels, incurred by Broker and Broker's officers, directors, agents and employees in connection with or arising from
282 Buyer's or Seller's misstatement or failure to perform contractual obligations. Buyer and Seller hold harmless and release Broker
283 and Broker's officers, directors, agents and employees from all liability for loss or damage based on (1) Buyer's or Seller's
284 misstatement or failure to perform contractual obligations; (2) Broker's performance, at Buyer's and/or Seller's request, of any task
285 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, recommendation or retention
286 of any vendor; (3) products or services provided by any vendor; and (4) expenses incurred by any vendor. Buyer and Seller each
287 assume full responSibility for selecting and compensating their respective vendors. This paragraph will not relieve Broker of statutory
288 obligations. For purposes of this paragraph, Broker will be treated as a party to this Contract. This paragraph will survive closing.
289 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to Closing
290 Agent: Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in
291* Buyer (_) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages.
VAC-8 Rev. 10/04 @ 2004 Florida Association of REAL TORS@ All Rights Reserved
This form produced by !If.!.!!I..!1Fot7nu1ator-fll' 800-336.1027
292
293
294
295
296
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separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent Broker has
retained such fees from the escrowed funds. In the absence of such brokerage agreements, closing agent will disburse brokerage
fees as indicated below. This paragraph will not be used to modify any MLS or other offer of compensation made by Seller or listing
broker to cooperating brokers.
nla
Selling Sales Associate
License No.
Selling Firm/Brokerage Fee: ($ or % of Purchase Price)
299* nla
300 * Listing Sales Associate
License No.
Listing Firm/Brokerage fee: ($ or % of Purchase Price)
301
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351
18. ADDITIONAL TERMS:
Seller shall convev property bv warranty deed as soon and only after the transfer has been approved bv the Monroe
County Comprehensive Plan Land Authoritv in accordance with those certain deed restrictions set forth as
"Attachment A" to that instrument recorded at Book 2146 Page 1264 of the Public Records of Monroe Countv. Florida.
Buyer understands and intends that Seller shall applv for certain affordable housing funding from Florida Housino
Finance CorDoration pursuant to RFP 2005-04. dated October 21. 2005. Should Seller obtain such funding. Seller
agrees with this agreement to repurchase the Property from Buver at a purchase price for the full amount of the
funding obtained under the RFP. Correspondinglv. Buver aorees to use the full amount of the purchase Drice to
finance the Seller's permitting and construction of ten (10) affordable housing units on the Property.
Should the Seller not obtain fundin~ under the RFP as contemplated. the Buver shall reconvey the Property bv
warranty deed back to Seller for a total purchase price of ten dollars ($10.00' within thirty (30' days of a final
determination that RFP funding will not be available and approval of the reconveyance bv the Monroe County
Comprehensive Plan Land Authoritv.
352* Buyer (_) (_) and Seller (_) (_) acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages.
VAC-8 Rev. 10/04 @2004 Florida Association of REAL TORS@AII Rights Reserved
This form prOduced by ~ForrnuIator__ 800-336.1027
353 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
354* (Check if applicable: 0 Buyer received a written real property disclosure statement from Seller before making this Offer.)
355 Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a copy
356* delivered to Buyer no later than 0 a.m. 0 p.m. on , this offer will be revoked
357 and Buyer's deposit refunded subject to clearance of funds.
358* Date:Januarv .2006
359*
360* Date:
361" Phone:
362* Fax:
363* E-mail:
364* Date:Januarv .2006
365*
366* Date:
367* Phone:
368" Fax:
369* E-mail:
Buyer:
Print name: James Smith, as President of and for Habitat for Humanity of Key West & Lower Florida Keys, Inc.
Buyer:
Print name:
Address:
Seller:
Print name: James Smith, as President of and for Florida Keys Community Housing and Land Trust, Inc.
Seller:
Print name:
Address:
COUNTER OFFER/REJECTION
370* 0 Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver a copy
371 * of the acceptance to Seller by 5:00 p.m. on ). 0 Seller rejects Buyer's offer.
372*
Effective Date:
(The date on which the last party signed or initialed acceptance or the final offer.)
373* Buyer (_) '-) 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 REAL TORS make no representation as to the legal validity or adequacy of any prOvision of this form in any
specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate
industry and is not intended to identify the user as a REAL TOR. REAL TOR is a registered collective membership marl< that may be used only by real estate licensees who are members
of the National Association of REALTORS and who subscribe to its Code of Ethics.
The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of blank forms by any means including facsimile or computerized forms.
V AC-8 Rev. 10/04 @ 2004 Florida Association of REAL TORS@ All Rights Reserved
This form produced by: l".,....ForrnuIator.... 800-336-1027
DacR 1~38170 08/2~/2003 10:13A~
Flied & Reco~ded In Official RecD~d. Df
"ONROE COUNTY DANNY L. KOLHAGE
THIS INSTRUMENT PREPARED BY AND RETURN TO:
Larry Enldne, Esq.
1200 Truman Avenue. Suite 207
Key West. Florida 33040
Property Appraisers Parcel Identification (Folio) Number: 00155820
ea/25/zee5 11:13AM
DEED DOC STAMP CL: SG
$1.70
Dad 1!538170
BkR 2148 P.R 1264
SPACE ABOVE THIS lINE FOR RECORDING DATA
THIS WARRANTY DEED, made the l.:l~ day of August, 2005, by Monroe County Comprehensive Plan Land
Authority, a land authority under section 380.0663(J), Florida Statutes, and Monroe County Ordinance No. 031-
1986, whose post office address is 1200 Truman Ave., Suite 207, Key West, FL 33040 herein called the Grantor,
to Florida Keys Community Housing and Land Trust, Inc., a Florida not for profit corporation, whose post
office address is 30320 Overseas Highway, Big Pine Key, FL 33043, hereinafter called the Grantee:
(Wherever used herein the terms ''grantor'' and "grantee" include all the parties to this instrument and the heirs, It!gal
representatives and assigns 0/ individuals, and the successors and assigns of corporations)
WIT N E SSE T H: That the grantor, for and in consideration of the sum ofTEN AND 001100'S ($10.00) Dollars
and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens.
remises, releases, conveys and confirms unto the grantee all that certain land situate in MONROE County, State of
Florida, viz.:
Tract C, PORPOISE POINT, SECTION FOUR, according to the Plat thereof, recorded in Plat Book
5, at page lIS, of the Public Records of Monroe County, Florida.
Subject 10 easements, restrictions and reservations of record and taxes for the year 2005 and
thereafter.
SUBJECT TO: Restrictions as contained in Monroe County Comprehensive Plan Land Authority
Resolution Number 02-2005, attached hereto and made a part hereofas Exhibit "A".
THE PROPERTY CONVEYED HEREIN IS NEITHER THE DOMICILE NOR THE HOMESTEAD
OF THE GRANTOR HEREIN NOR HISIHER SPOUSE NOR ANY OF HISIHER IMMEDIATE
HOUSEHOLD AS DEFINED BY THE LAWS OF THE STATE OF FLORIDA.
TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise
appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND, the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple;
that the grantor has good right and lawful authority to sell and convey said land, and hereby warrants the title to said
land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all
encumbrances, except taxes accruing subsequent to December 31, 2004.
IN WITNESS WHEREOF, the said grantor has signed and sealed these presents the day and year first above
written.
Signed. sealed and delivered in the presence of:
Witness#I~L~ (h-
M F\ '2. K T. 1C~'S t.+f
Witness #] Printed Nam~~
~~.
Witness #2 S' ture
Kimberly A. Nystrom
Witness #2 Printed Name
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this 12th day of August, 2005, by Charles "Sonny"
McCoy, Vice Chairman of the Monroe County Comprehensive Plan Land Authority, who is personally known to me
OT""'trm-Plu<lu,",,,,,d ---------- as ~J~l,t.ifi"'a.t;vu.
SEAL
.#,,""t\, Kimbefty A Nyatrom
. .~ . My~DOlllll11111
"\';..~ ExpmAprtll'.2007
~CA.~)
KiJaberly A. Nystrom
Printed Notary Name
My Commission Expires: April 19. 2007
File No.: 040138
EXHIBIT A
RESOLUTION NO. 02-2005
A RESOLUTION OF THE MONROE COUNTY
COMPREHENSIVE PLAN LAND AUTHORITY AUTHORIZING
THE CONVEYANCE OF TRACT C, PORPOISE POINT
SECTION 4 ON BIG COPPITT KEY TO FLORIDA KEYS
COMMUNITY HOUSING AND LAND TRUST, INC. FOR
AFFORDABLE HOUSING.
WHEREAS, section 380.0666(3), Florida Statutes (FS) and section 9.3-2, Monroe County
Code, empower the Monroe County Comprehensive Plan Land Authority (hereinafter "Land
Authority") to acquire and dispose of interests in real property for the purpose of providing
affordable housing to very low, low, and moderate income persons as defined in section
420.0004, FS, where said acquisitions are consistent with a comprehensive plan adopted
pursuant to Chapter 380, FS; and
WHEREAS, the Land Authority has purchased Tract C, Porpoise Point Section 4 as an
affordable housing site; and
WHEREAS, certain members of Habitat for Humanity of Key West and Lower Florida Keys, Inc.
(hereinafter "HFH") have formed a Florida non profit corporation known as Florida Keys
Community Housing and Land Trust, Inc. in order to have better control of affordable housing
over the long term;
WHEREAS, on February 23, 2005, HFH representatives appeared before the Land Authority
Advisory Committee and requested the Land Authority to convey title to the subject property to
Florida Keys Community Housing and Land Trust, Inc. for development with affordable housing;
and
WHEREAS, the Land Authority Advisory Committee considered this resolution at a meeting
held on March 23, 2005 and voted 5/0 to recommend approval; NOW, THEREFORE,
BE IT RESOLVED BY THE MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY:
Section 1. The Chairman of the Land Authority Governing Board is hereby authorized to sign a
deed conveying title to the subject property to Florida Keys Community Housing and Land
Trust, Inc. Said deed shall restrict future use of the property to the requirements specified in
Attachment A.
Docll 1538170
Bkll 2146 PgII 1265
Page 1 of 2
PASSED AND ADOPTED by the Monroe County Comprehensive Plan Land Authority at a
regular meeting on this 20th day of April 2005.
~
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
David P. RiC~
Chairman
~LegalS
Larry R. Erskine
Doell 1538170
Bk. 2146 Pg. 1266
Page 2 of 2
ATTACHMENT A
AFFORDABILlTY COVENANTS
1. Affordabilitv Period. These affordability requirements shall run with the property in favor of
the Monroe County Comprehensive Plan Land Authority (hereinafter "MCtA") and shall not
expire.
2. Income Limits. Use and Transfer Restrictions. Florida Keys Community Housing and Land
Trust, Inc. (hereinafter "FKCHL r) shall make the property available as either ownership
housing or rental housing in accordance with the conditions specified below.
2.1. Ownership Housino. FKCHL T shall retain title to the land under ownership housing and
shall not subsequently transfer title to the land without prior written approval of MCLA.
Ownership of the improvements, together with a leasehold interest in the land, may be
conveyed by FKCHl T subject to the following conditions.
2.1.1. Use and Occupancy. The subject property shall be owner occupied and used as
the homeowner's primary residence and such other uses incidental to residential
use as may be permitted by local zoning and land use regulations.
2.1.2. Income Qualified Buvers. Ownership shall be restricted to very low income
persons, low income persons, or moderate income persons as defined in
~420.0004, Florida Statutes (hereinafter "Income Qualified Buyer").
2.1.3. Affordabilitv. Monthly mortgage payments shall be affordable as defined in
~420.0004, Florida Statutes.
2.1.4. Resale Limits. The leasehold estate and the improvements located thereon may
be transferred, subject to the provisions of Paragraph 2.1.2 above, provided the
transfer price does not exceed 25.5 times the monthly median household income
for a family of four residing in Monroe County, Florida at the time of the transfer.
2.1.5. Rioht of First Refusal. All deeds or instruments conveying title to the
improvements shall expressly set forth a right of first refusal in favor of FKCHl T.
2.1.6. Special Provisions. (None)
2.2. Rental HousinQ. FKCHL T shall retain title to the land and improvements and shall not
subsequently transfer title to same without the prior written approval of MCLA.
2.2.1. Use & Occupancy. The subject property shall be operated, managed and
otherwise administered as permanently affordable rental housing and such other
uses incidental to residential use as may be permitted by local zoning and land use
regulations.
2.2.2. Income Qualified Tenants. Occupancy of rental housing units shall be restricted
to very low income persons, low income persons, or moderate income persons as
defined in ~420.0004 (hereinafter "Income Qualified Tenant").
2.2.3. Affordabilitv. Monthly rents shall be affordable as defined in ~420.0004, Florida
Statutes.
2.2.4. Special Provisions. (None)
3. Profit. FKCHL T is a not-for-profit corporation. FKCHL T is prohibited from earning profit on
the subject property.
Doell 1538170
Bkll 2146 PglI 1267
4. RefinancinQ Limits. FKCHL T shall be prohibited from encumbering the land for any purpose
without the prior written approval of MCLA, except for encumbrances for projects resulting
in capital improvements to the property.
5. Affordabilitv MonitorinQ. FKCHL T will be responsible for ensuring these affordability
requirements are maintained. Prior to occupying the property, all buyers and tenants must
be certified by the Monroe County Housing Authority as to compliance with Paragraphs
2.1.2, 2.1.3, 2.1.4, 2.2.2, and 2.2.3 above using the State Housing Initiatives Partnership
(SHIP) requirements of 24 Code of Federal Regulations Part 5. FKCHL T shall be
responsible for obtaining said certifications from the Monroe County Housing Authority and
shall provide a copy thereof to MCLA.
6. Nullification. Any written instrument attempting or purporting to sell, convey, grant, transfer,
exchange or assign any legal or equitable rights or interests to the property shall be
deemed null and void where such instrument is, on its face or in effect, inconsistent with or
contrary to these covenants.
7. Notice. All deeds or instruments conveying title to the property or improvements shall
expressly set forth verbatim this and the foregoing covenants or, in lieu thereof, incorporate
them by specific reference to this Warranty Deed, by Book and Page numbers where
recorded in the Public Records of Monroe County. In addition, the grantee in any such
conveyance shall execute and record with the documents of conveyance an affidavit
certifying that FKCHL T has advised grantee as to the meaning of said covenants and
certifying that grantee understands and accepts said covenants.
Covenants Acknowledged and Accepted by Florida Keys Community Housing and Land Trust,
Inc.
Date:
;;:I//~/t _$'
By:
Doc' 1538170
Bk. 2146 PgI 1268
t1ONROE COUNTY
OFFICIAL RECORDS