Loading...
07/19/2006 Agreement for Sale & Purchase DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: August 14, 2006 TO: Suzanne Hutton County Attorney ATTN: Kathy Peters Executive Assistant FROM: Pamela G. Hanco~v Deputy Clerk CY 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: Finanl}e File V Doa 1608373 10/18/2006 12:50PM Filed a Recorded in Official Records of Prepared by: MONROE COUNTY DANNY L. KOLNRGE Jerry Coleman,Esq. JERRY COLEMAN,P.L. Dod1 1608373 201 Front Street,Suite 203 BkN 2245 Pg4 843 Key West,Florida 33040 Project: PARK VILLAGE RE Nos.: 00131170-000000, 00131180-000000, 00131190-000000, 00131200-000000, 00131210-000000, 00131220-000000,00131230-000000,00131240-000000,00131250-000000,00131260-000000,00131270-000000, 00131280-000000,00131290-000000,00131300-000000 and 00131310-000000 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this 1 / 1 day of July, 2006,between PARK VILLAGE,LLC as"Seller"whose address is 201 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",c\o Thomas Willi,County Administrator, 1100 Simonton Street,Room 2-205,Key West,Florida 33040. 1. 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 propeity 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: Lots 1-15, inclusive of Block 2 of the AMENDED PLAT LINCOLN MANOR ESTATES, Stock Island, Monroe County,Florida,accenting to the Plat thereof,as recorded in Plat Book 5,Page 62,of the Public Records of Monroe County,Florida. RE Nos.: 00131170-000000, 00131180-000000, 00131190-000000, 00131200-000000, 00131210-000000, 00131220-000000,00131230-000000,00131240-000000,00131250-000000,00131260-000000,00131270-000000, 00131280-000000,00131300-000000 and 00131310-000000 3. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property is One Million Six Hundred Ninety Thousand Dollars(S1,690,000.00)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 agreements. 4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall,at Seller's sole cost and expense and at least 45 days Page 1 DOOM 1608373 BkI 2245 POI 844 prior to the closing,furnish to Purchaser an environmental site assessment 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 environmental site assessing process to detennine 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 defined in paragraph 4.B.). The examination of hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I environmental 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 environmental conditions,then a Phase II Environmental Site Assessment shall be performed at Seller's expense to address any suspicions raised in the Phase I environmental site assessment and to confirm the presence of contaminants on site. The environmental site assessment(s)shall be certified to Purchaser. 4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in paragraph 4.A.confirms the presence of Hazardous Materials on the hoped ty,Purchaser,at its sole option,may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Should Purchaser elect not to terminate this Agreement, Seller shall,at his sole cost and expense and prior to the closing,promptly commence and diligently pursue any assessment,clean up and monitoring of the Pruperty necessary to bring the Pnupe,ty 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("Environmental Law"). However,should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to I%of the Total Purchase Price as stated in paragraph 3,Seller may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. 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 encroachment 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 commitment,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. 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 shall 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. Page 2 Doe, 1608373 Bk, 2245 P9, 845 8. INTEREST CONVEYED. At closing,Seller shall execute and deliver to Purchaser a statutory warranty deed, conveying marketable title to the Properly 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 encumbrances in the opinion of Purchaser and do not impair the marketability of the title to the Property. 9. PREPARATION 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 documents and instruments 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. 11. EXPENSES. Seller will pay the documentary 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 instruments which Purchaser deems necessary to assure good and marketable title to the Property,as well as any associated leases and other instruments 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 1 and November 1, 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 ROGO allocations to build the improvements necessary to fulfill Seller's lease obligations;provided,however,that 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 end 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 shall be 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 of loss 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 shall 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 Page 3 0oen 1608373 8kp 2245 P90 846 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. DEFAULT. 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 attorneys 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 Petty. 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. 23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement,Seller's heirs,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. Page 4 Docp 1008373 Bkp 2245 P9U 847 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,indemnities 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 FULLY UNDERSTOOD,SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. REMAINDER OF PAGE IS BLANK Page 5 Dock 1808373 810i 2245 Po 848 Property Tax 1.D.4: RE Nos.: 00131170-000000, 00131180-000000, 00131190-000000, 00131200- 000000,00131210-000000,00131220-000000,00131230-000000,00131240-000000,00131250-000000, 00131260-000000, 00131270-000000, 00131280-000000, 00131290-000000, 00131300-000000 and 00131310-000000AGREEMENT FOR SALE AND PURCHASE n SIGNATURE PAGE 1 of 2 / 1/1 SELLER—PARK VILLAGE,LLC ! I Ene };Y—s� . nn Edwin O. Swift,III as an authorized manager � m s XV STATE OF Florida ) COUNTY OF Monroe) The foregoing instrument was acknowl-. a- , - me this day of ,2006, ty by iikoSuJ3- /t . He 'r. '• me or produced as identification. SCARY PUBLIC) l ` 4; =--"AXt G�JJJ • 7x.., PATRICIA WEECH otary Public . MB COMMISSION N OD 356569 ta°y, c EMPIPES.omoearzs,zone (Printed,Typed or Stamped Name of .. . .- Notary Public) Commission No.: My Commission Expires: Witness By: Witness STATE OF Florida ) COUNTY OF Monroe) The foregoing instrument was aclmowledged before me this day of 2006,by . She is personally known to me or produced as identification. (NOTARY PUBLIC) SEAL Notary Public (Printed,Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Page 6 (loop 1608373 Bkp 2245 PO 849 Property Tax I.D.#: RE Nos.: 00131170-000000, 00131180-000000, 00131190-000000, 00131200- 000000,00131210-000000,00131220-000000,00131230-000000,00131240-000000,00131250-000000, 00131260-000000, 00131270-000000, 00131280-000000, 00131290-000000, 00131300-000000 and 00131310-000000AGREEMENT FOR SALE AND PURCHASE SIGNATURE PAGE 2 of 2 (SEAL) PURCHASER MONROE Y,FLORIDA Attest:_DANNY L.KOLHAGE,CLERK n By: By:C7.-�..� -z t/ Deputy Clerk Approved as to Form By: MO 'OE COUNTY ATTORNEY Date: ROVED A8 0 VM: lar O, SANDERS i oy A=818TANT COUNTY ATTO-N•Y Page 7 Doc8 1608373 BkN 2245 Pgl 850 ADDn1DUM (IMPROVEMENTS PURCHASER) A. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building 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 from 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 or radon progeny is discovered, 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. B. Wood Destroying Organisms Inspection Report. Purchaser may, at its sole cost and expense, obtain a Wood Destroying Organisms Inspection Report made by a state licensed pest control firm 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 Improvements. Seller shall, if required by Purchaser, maintain the roofs, doors, floors, steps, windows, 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 9r (b) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement. SELLER PURCHASER iflRtOE COUNTY, MA By: By: Ma ef=C)-0) JUL 1 e torn Date signed by Seller Date signed by Purchaser By: Date signed by Seller MONROE COUNTYATTO; EY ' OVED-eid OP�0.M: — S y'RY D. SANDERS7, 0* ASSISTANT COUNTY ATTO• N EMl iMA[CLERK DRP iy CLERK Page 8 DoeII 1608373 Bka 2245 Paa 851 RESOLUTIONNO. 773 A RESOLUTION OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS DIRECTING RESERVATION FOR AWARD OF AFFORDABLE DWELLING UNIT ALLOCATIONS FOR SPECIFIED PROJECT&SETTING TERMS AND CONDITIONS WHEREAS, the State of Florida and all local governments in the Florida Keys (each subject to Ana of Critical State Concern mandates mating to homing aflbrdabiity) recognize the need for affordable lousing thtoaghom the state and hem Keys where developable land for housing a extremely limited Florida K ye a ASne the challenge sillsg a ofribk providing affixdable boat opportunitiesIn the iabxllog implementation of effective amAresresponsive use of rechanismidendtd told albwtiome, long-tam preservation mechanisms;and WHEREAS,Were has been a mordant=in place an the award of dwelling wilt allocation since August,2005;and WDRRir,tC, sevetel projects contemplating the development of affordable housing (the "P involve Caimly inner and/or prop:des and purposes the immediate verificationof affordable ROGO for funding approval __._.dwelling traitallocation set asidex and WHEREAS, the BOCC has examined the Projects identified harem and determined that each is in the County's mrerats; COMMISS THERITROIRE,BE IONERS E IT RESOLVEDcowry, BY THE BOARD OF COUNTY FLORIDA tint the reservation The asi Monroe of �Planning Depenment shall direct and approve en eso this on aidiose(should affordable ROGO allocations for One (1) year firm the one(I)year from the date of ilding permits nuill flee shall m en issuedunits not be for possible award to od a applicants)for the following Projects as fofoas: A. For the Tank Vilaae Pu at,forty(40)affordable ROOD allocations. B. For the"Islander Village"project,eighty-nine(89)affordable R043O allocations. C. For allocad as project,forty-nine(49)affordable Deco 1608373 Bke 2245 Pee 852 a ,For the"Robiaat fos Mobaoiry of St brim KM/Florida EcTs CCU y Housing Land Twat"Big Coppitt project, ten (10)affordable tat E. For the four-parcel "Carlisle" project, silly-tine (69) affordable WOO allot Steam 2: flmning Staff is hereby authorised to process expeditiously permit related applications for the aboveteferenced projects. Samba 3: Alternative methods of deed restrictions as approved by the County Attomey's office may be substituted for the foregoing project. PASSED AND ADOPTED by the Board of Corry Commissioner of Monroe County, Florida at a rapt meeting held en the 19th day of July 2006. Mayor(Medea"Sorry"McCoy Tea Mayor Pro Tem Dixie Spehsr Yea Commissioner George t Yes Commissioner Olean Patton yes Commissioner David Rice Yes BOARD OF COUNTY COMMISSIONERS OF MONROE t ,FLORIDA /y % BY: �� _ > ! F c % Magnr r,... ,.McCoy on? a: n rnr- ( -� .. z cA KOLHAOE,CLERK a m — co co n rn yr o APPROVED AS TO FORM: County Attorney MONROE COUNTY ATTOR TED AST F • ZANN A. U ON COU Dale 2 MONROE COUNTY OFFICIRL RECORDS