Agreement for Sale & Purchase 07/19/2006
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 14, 2006
TO:
Suzanne Hutton
County Attorney
A TTN:
Kathy Peters
Executive Assistant
FROM:
Pamela G. Hancot!f%koJ
Deputy Clerk (Y
At the July 19, 2006, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
(i) A proposed Agreement for Sale and Purchase of property located on Stock Island for
the purpose of providing for affordable/employee housing on land to be purchased by the County
and (ii) a 99 year lease of the property to Park Village, LLC, for the purpose of constructing 40
affordable/employee housing units.
) (i) A proposed Agreement for Sale and Purchase of property located on Stock Island for
the purpose of providing for affordable/employee housing on land to be purchased by the County
and (ii) a 99 year lease of the property to Islander Village, LLC, for the purpose of constructing
89 affordable/employee housing units.
Enclosed are two duplicate originals of each of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: Finance
Filel
Prepared by:
Jerry Coleman, Esq.
JERRY COLEMAN, P.L.
20 I Front Street, Suite 203
Key West, Florida 33040
Project: ISLANDER VILLAGE
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this J 9 ~y of July, 2006, between ISLANDER VILLAGE, LLC as "Seller" whose
address is 20 I Front Street, Suite 210, Key West, Florida 33040, and the BOARD OF COUNTY COMMISSIONERS
FOR MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, as "Purchaser", clo Thomas
Willi, County Administrator, 1100 Simonton Street, Room 2-205, Key West, Florida 33040.
I. In consideration of the mutual promises contained herein, Seller hereby agree to sell to Purchaser the real
property located in Monroe County, Florida, described below, together with all improvements, easements, rights and
appurtenances ("Property"), in accordance with the provisions of this Agreement. This Agreement becomes legally
binding upon execution by the parties.
2. DESCRIPTION OF PROPERTY. The property which the Seller agrees to sell and the Purchaser agrees to buy
pursuant to the terms of this Agreement is that property situated on Stock Island, Monroe County, Florida, and more
particularly described as:
A parcel of land on Stock Island, being a part of Block 59, MALONEY SUBDIVISION, according
to the Plat thereof, as recorded in Plat Book 1, at Page 55, of the Public Records of Monroe
County, Florida, and adjacent submerged lands, said parcel being more particularly described by
metes and bounds as follows:
Commencing at the W'ly Right-of-Way Line of Cross Street and the S'ly Right-of-Way Line of
Fifth Avenue and run thence West along the S'ly Right-of-Way Line of the said Fifth Avenue for a
distance of 450.00 feet to the Point of Beginning: thence continue West and along the S'ly Right-
of-Way Line ofthe said Fifth Avenue for a distance of 691.45 feet; thence run South for a distance
of 79.47 feet; thence run S 3000'00" W for a distance of 88.04 feet to a curve, concave to the
Northeast and having for its elements a radius of 157.0 feet, and a delta of 43000': thence run
SE'ly along the arc ofsaid curve for a distance of 117.83 feet to the end ofsaid curve: thence run
S 40000'00" E for a distance of 183.23 feet to a curve, concave to the North and having for its
elements a radius of 92.0 feet and a delta of 95000'; thence run SE'ly and NE'ly along the arc of
said curve for a distance of 152.54 feet to the end of said cure; thence run N 45000'00" E for a
distance of 406.95 feet to a curve, concave to the Northwest and having for its elements a radius of
87.0 feet, and a delta of 11049'24"; thence run NE'ly along the arc of said curve for a distance of
17.95 feet; thence run East for a distance of37.33 feet; thence run S 74058'15" E for a distance of
72.32 feet to a point that is due South of the Point of Beginning; thence run North for a distance of
139.88 feet back to S'ly Right-of-Way Line of the said Fifth Avenue and the Point of Beginning,
containing 4.69 acres more or less.
Page 1
.3. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is Two
Million Twenty Four Thousand Seven Hundred Fifty Dollars and 00/100 ($2,024,750.00) which will be paid by
Purchaser at closing. Seller hereby authorizes Purchaser to issue a County check or warrant directly to an escrow agent
who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the escrow agent to
pay customary and any other agreed Seller's expenses of sale and real estate taxes. Should Purchaser's funds not be
available for any reason at the time of closing, Purchaser or Seller may elect to terminate this Agreement by written
notice to the parties without liability to any party. Conveyance of the Property in fee simple from Seller to Purchaser will
take place at the closing, in exchange for the payments and other considerations to be made to Seller at closing as set
forth herein and in any related agreemeots.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall, at Seller's sole cost and expense and at least 45 days
prior to the closing, furnish to Purchaser an eovironmeotal site assessmeot of the Property which meets the standard of
practice of the American Society of Testing Materials ("ASTM"). Seller shall use the services of competent,
professional consultants with expertise in the eovironmeotal site assessing process to determine the existence and extent,
if any, of Hazardous Materials on the Property. For purposes of this Agreement, "Hazardous Materials" shall mean any
hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any
Environmental Law (as hereinafter defmed in paragraph 4.B.). The examination of hazardous materials contamination
shall be performed to the standard of practice of the AS TM. For Phase I eovironmental site assessment, such standard of
practice shall be the ASTM Practice E 1527. If the Findings and Conclusions section of the assessment reports evidence
of recognized eovironmeotal conditions, then a Phase II Environmeotal Site Assessment shall be performed at Seller's
expeose to address any suspicions raised in the Phase I environmental site assessmeot and to confirm the presence of
contaminants on site. The eovironmeotal site assessmeot(s) shall be certified to Purchaser.
4.B. HAZARDOUS MATERIALS. In the event that the eovironmental site assessment provided for in paragraph
4.A. confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may elect to tenninate
this Agreement and neither party shall have any further obligations under this Agreemeot. Should Purchaser elect not to
terminate this Agreemeot, Seller shall, at his sole cost and expeose and prior to the closing, promptly commeoce and
diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full
compliance with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other
governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous
Materials ("Environmeotal Law"). However, should the estimated cost of clean up of Hazardous Materials exceed a sum
which is equal to 1 % of the Total Purchase Price as stated in paragraph 3, Seller may elect to terminate this Agreemeot
and no party shall have any further obligations under this Agreemeot.
5. SURVEY. Seller shall, at Seller's sole cost and expense and not less than 25 business days prior to closing,
deliver to Purchaser a current boundary survey of the Property prepared by a professional land surveyor licensed by the
State of Florida. The Survey shall be certified to Purchaser, title insurer and any other of its designees, and the date of
certification shall be within 90 days before the date of closing, unless this 90 day time period is waived by Purchaser and
by the title insurer for purposes of deleting the standard exceptions for survey matters and easements or claims of
easements not shown by the public records from the owner's title policy. If the Survey shows any eocroachment on the
Property or that improvements intended to be located on the Property encroach on the land of others, the same shall be
treated as a title defect.
6. TITLE INSURANCE. Seller shall, at Seller's sole cost and expense and at least 25 business days prior to
closing, furnish to Purchaser a marketable title insurance commitrneot, to be followed by an owner's marketable title
insurance policy (ALTA Form "B") from a title insurance company, insuring marketable title to the Property in the
amount of the Purchase Price. Seller shall require that the title insurer delete the standard exceptions of such policy
referring to: (a) all prior year taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters, (d)
unrecorded easements or claims of easements and (e) unrecorded mechanics' liens.
Page 2
.7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser pursuant to this
Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall, within 60 days after notice
from Purchaser, remove said defects in title. Seller agrees to use diligent effort to correct the defects in title within the
time provided therefor. If defects are cured within the time prescribed herein, closing shall occur as scheduled, but shaIl
not be required to occur within a period shorter than that which would have been provided had there been no notice of
defect in title. If Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent
effort to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then is with a reduction
in the Total Purchase Price by an amount agreed to by the parties, (b) accept the title as it then is with no reduction in the
Total Purchase Price, ( c) extend the amount of time that Seller has to cure the defects in title if agreeable to Seller, or (d)
terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement.
8. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Purchaser a statutory warranty deed,
conveying marketable title to the Property in fee simple free and clear of all liens, reservations, restrictions, easements,
leases, tenancies and other encumbrances, except for those that are of record and acceptable encwnbrances in the opinion
of Purchaser and do not impair the marketability of the title to the Property.
9. PREP ARA TION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall submit to
Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as required by Section
286.23, Florida Statutes. Seller shall prepare the deed described in paragraph 8. of this Agreement, Seller's closing
statement, the title, possession and lien affidavit certified to Purchaser and title insurer in accordance with Section
627.7842, Florida Statutes, an environmental affidavit and all other docwnents and instrwnents customary to similar
transactions in Monroe County. All prepared documents shall be submitted to Purchaser for review and approval at least
25 business days prior to closing.
10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject in its reasonable discretion each
item required to be provided by Seller under this Agreement within 20 business days after receipt by Purchaser of all of
the required items. With the exception of title defects and Seller's related ability to cure as set forth in Paragraph 7
above, Seller will have 20 business days thereafter to cure and resubmit any rejected item to Purchaser. In the event
Seller fails to timely deliver any item, or Purchaser rejects any item after delivery, Purchaser may in its discretion extend
the closing date.
II. EXPENSES. Seller will pay the docwnentary revenue stamp tax and all other taxes or costs associated with the
conveyance, including the cost of recording the deed described in paragraph 8. of this Agreement and any other
recordable instrwnents which Purchaser deems necessary to assure good and marketable title to the Property, as well as
any associated leases and other instrwnents and related agreements.
12. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may become a lien
against the Property shall be satisfied of record by Seller at or before closing. In the event Purchaser acquires fee title to
the Property between January I and November I, Seller shall, in accordance with Section 196.295, Florida Statutes,
place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based
upon the current assessment and millage rates on the Property. In the event Purchaser acquires fee title to the Property
on or after November I, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to
be legally due and payable by the county tax collector.
13. CLOSING PLACE AND DATE. The closing shall occur on or before 30 days after Seller provides Purchaser
with written notice that it has received all required permits, approvals and RaGa allocations to build the improvements
necessary to fulfill Seller's lease obligations; provided, however, !hat if a defect exists in the title to the Property, title
commitment, Survey, environmental site assessment, or any other documents required to be provided or completed and
executed by Seller, the closing shall occur either on the original closing date or within 15 business days after receipt of
documentation curing the defects, whichever is later. The exact date, time and place of closing and closing agent shaIl be
Page 3
set by Purchaser" but the party paying for the owner's title insurance shall pay customary associated costs and shall
select title issuing agent.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk ofloss or damage to the
Property prior to the date of closing (and after closing pursuant to and to the extent provided by the related lease of the
property by Purchaser to Seller) and warrants that the Property shall be transferred and conveyed to the Purchaser in the
same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear
excepted. However, in the event the condition of the Property is altered by an act of God or other natural force beyond
the control of Seller, Purchaser may elect, at its sole option, to terminate this Agreement and neither party sha11 have any
further obligations under this Agreement. Seller represents and warrants that there are no parties other than Seller in
occupancy or possession of any part of the Property other than those occupants set forth in a complete listing of same to
be provided by Seller in the time in which to deliver evidence of title. Seller agrees to clean up and remove all abandoned
personal property, refuse, garbage, junk, rubbish, trash and debris from the Property to the satisfaction of Purchaser
prior to closing.
15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is
executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all
lawful purposes in connection with this Agreement and any related agreements or leases, including reasonable
inspections. Seller shall retain possession of the Property at closing pursuant to a contemporaneously executed lease.
16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or valid,
recorded easements that benefit the Property.
17. DEF AUL T. If either party defaults under this Agreement, the non-defaulting party may waive the default and
proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid, each
without waiving any action for damages, or any other remedy permitted by law or in equity resulting from the other's
default. In connection with any dispute arising out of this Agreement, including without limitation litigation and appeals,
the prevailing party will be entitled to recover reasonable attorney's fees and costs. However, should Purchaser not
timely approve and allocate the ROGO allocations and permits required for Seller to fulfill its lease obligations at the
time Seller formally requests same, and after Seller has met all other appropriate development requirements, Seller may
terminate this Agreement, in its sole and absolute discretion and, in such case, shall refund to Purchaser all purchase
monies received and Purchaser shall reconvey the subject property to Seller with the parties released from further
obligations to each other.
18. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to a real estate
commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the
disclosure statement required in paragraph 9. Seller shall indemnify and hold Purchaser harmless from any and all such
claims, whether disclosed or undisclosed.
19. RECORDING. This Agreement, or notice of it, and the contemporaneously executed lease may be recorded by
Purchaser in the Official records of Monroe County.
20. ASSIGNMENT. This Agreement may not be assigned by either Party without the prior written consent of the
other Party.
21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be unenforceable, the
enforceability of the remaining provisions of this Agreement shall not be affected.
Page 4
.23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's beirs, legal representatives,
successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and receipt of all required
public approvals, Purchaser and Purchaser's successors and assigns will be bound by it. Whenever used, the singular
shall include the plural and one gender shall include all genders.
24. ENTIRE AGREEMENT. This Agreement is to be contingent upon the full effectiveness of related agreements,
if any, but including a related 99-year lease from Purchaser to Seller (substantially conforming to that attached hereto),
as reasonably modified to reflect any differences emanating from unique Property Characteristics, such agreements
containing the entire agreement between the parties pertaining to the subject matter contained therein and superseding all
prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification
or amendment to these Agreements shall be binding unless executed in writing by the parties.
25 . WAIVER. Failure of Purchaser to insist upon strict performance of any covenant or condition of this
Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future
of any such covenant, condition or right; but the same shall remain in full force and effect.
26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration thereto, shall not
be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto, and finally
approved pursuant to any legal or regulatory requirements.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this
Agreement.
28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written
notice, and either delivered personally or mailed to the appropriate address indicated on the first page of this Agreement,
or such other address as is designated in writing by a party to this Agreement.
29. SURVIVAL. The covenants, warranties, representations, indernuities and undertakings of Seller set forth in this
Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 8. of this Agreement
and Local Government's title to or possession of the Property.
30. CONTINGENCIES. In addition to the permit and ROGO allocation contingency set forth above in Paragraph
17, the closing of this transaction shall be contingent upon Seller's first mortgage holder consenting to a substitution of
collateral in which the mortgage on the fee simple interest is substituted with a mortgage on the leasehold interest.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULL YUNDERSTOOD, SEEK THE ADVICE OF
AN ATTORNEY PRIOR TO SIGNING.
REMAINDER OF PAGE IS BLANK
Page 5
RE Nos.: TBD
AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 1 of2
SELLER
ISLANDER VILLAGE, LLC
STATE OF Florida )
COUNTY OF Monroe)
The foregoing instrument was acknowledged before me this fJ.. day of 0 11~ ' 2006,
by f:d . J\ " () Sw..('l -no . He is personall 0 to me or produced as identification.
""iii.;:rW",, PATRICIA WEECH
{.'f-'/J,:'f:i MY COMMISSION I 00 356569
;,.;.~.i,~i EXPIRES October 25.2008
"'~,ijf.:\~~" Bonded Thru Not!!ry Public UnctelWrllers
tary Public
Patricia Weech
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
(NOTARY PUBLIC)
SEAL
Witness
By:
Witness
STATE OF Florida )
COUNTY OF Monroe)
The foregoing instrument was acknowledged before me this
. She is personally known to me or produced
day of
. 2006, by
as identification.
(NOTARY PUBLIC)
SEAL
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
Page 6
RE Nos.: TBD
AGREEMENT FOR SALE AND PURCHASE
SIGNATURE PAGE 2 of2
(SEAL)
Attest:YANNY;, KOLHAGE, CLERK
BYC7~/~~
DeputY Clerk
Approved as to Form
By:
Date:
Page 7
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ADDENDUM
(IMPROVEMENTS /PURCHASER)
A. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated
in a build~ng In sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in buildings
in Florida. Additional information regarding radon and radon testing may be obtained fram your
county public health unit. This notice is being provided in accordance with Section 404.056(8),
Florida Statutes. Purchaser may, at its sole cost and expense, have the buildings that will
remain on the Property inspected and tested for radon gas or radon progeny by a qualified
professional properly certified by the Florida Department of Health and Rehabilitative Services.
If radon gas O~ ~adon progeny is discove~ed, Pu~chaser shall have the option to either: (a)
accept the Property as it then is with no reduction in the Purchase Price or (b) terminate this
Agreement, thereupon releasing Purchaser and Seller from all fUrthe~ obligations under this
Agreement.
B. Wood Destro in Or anis~ Ins ection Re ort. Purchaser may, at its sole cost and expense,
obtain a Woo DestroY1ng Organ1sms Inspect10n Report made by a state licensed pest control fir.m
showing the buildings that are to remain on the Property to be visibly free of infestation or
damage by termites or other wood-destroying pests. If the report shows such infestation or
damage, Purchaser shall have the option to either: (a) accept the Property as it then is with no
reduction in the Purchase Price or (b) terminate this Agreement, thereupon releasing Purchaser
and Seller from all further obligations under this Agreement.
c. Maintenance of I~rovements. Seller shall, if required by Purchaser, maintain the roofs,
doors, floors, steps, w1ndows, exterior walls, foundations, all other structural components,
major appliances and heating, cooling, electrical and plumbing systems on all improvements that
will remain on the Property in good working order and repair up to the date of closing.
Purchaser may, at its expense, have inspections made of said items by licensed persons dealing in
the repair and maintenance thereof. If the inspection reveals that any of the improvements that
will remain on the property are in need of repair, Purchaser shall have the option to either:
(a) accept the Property as it then is with no reduction in the Purchase Price or (b) terndnate
this Agreement, thereupon releasing Purchaser and seller from all further obligations under this
Agreement.
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Date s1gned by Seller
~.~BY:
JUl 1 t 2006
SELLBlR
s1qned y Purchaser
By:
Date signed by seller
RY D. SANDERS ~r
ASSISTANT COUNTY ATTO NEl'I>
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