ALI-ABA Live Video Webcast

Condos & Planned Communities: Bulk Sale of Units, Homes & Lots in Today’s

Shifting Economy

January 12, 2009

Live Video Webcast

TABLE OF CONTENTS

Page

PROGRAM SCHEDULE ix

FACULTY PARTICIPANTS xi

FACULTY BIOGRAPHIES xiii

STUDY MATERIALS

1.

Bulk Sales and Purchases of Distressed Condominium Units and Vacant

Lots in Planned Communities

By Robert S. Freedman and Michael J. Gelfand and Margaret A. Rolando and

William P. Sklar

1

Structure of Program - Overview; The Players 2

Bulk Buyer's Business Plan 7

Due Diligence 9

Issues/Characteristics Common to Bulk Sale 14

Successor Developer Rights and Liabilities 15

Community Association and Owner Concerns 17

Special Considerations for Bulk Buyers of Condominium Units; Special

Considerations for Bulk Buyers of Developed Homes; Special

Considerations for Bulk Buyers of Finished Lots

20

Amending the community Association Documents; Will Bulk Sale Trigger

Duty to Turnover Control of Association; Is Termination an Option?

22

Title Insurance Considerations: Short Sale Issues, Creditors, Rights

Exclusion; Closing Documents; Wrap Up

25

Exhibit A: Typical Items Required for Turnover 26

vii

2

PROGRAM SCHEDULE

for January 12, 2009

Program Schedule Eastern Central Mountain Pacific Alaska Hawaii

National Teleseminar/Webcast 12:00 p.m. 11:00 a.m. 10:00 p.m. 9:00 a.m. 8:00 a.m. 7:00 a.m.

Adjournment 3:15 p.m. 2:15 p.m. 1:15 p.m. 12:15 p.m. 11:15 a.m. 10:15 a.m.

Scope and Purpose:

The credit crisis has affected planned communities in new ways. Attend this three hour, fifteen minute, video webcast from the convenience of your own office or home, and learn how well known real estate lawyers are handling problems in today’s unusual economy. Ask questions via live email.

Program (All Times ET)

12:00 p.m. Condos & Planned Communities: Bulk Sale of Units, Homes & Lots in Today’s Shifting Economy – Faculty Discussion Questions and Answers*

3:15 p.m. Adjournment

*Questions are welcome in advance of and during the seminar by e-mail to vquestions@ali-aba.org (Subject line: Faculty Question).

Total 60-minute hours of instruction: 3.0 Total 50-minute hours: 3.5

Suggested Prerequisite: Considerable experience in the financing and sale of planned communities and units.

Educational Objective: To learn how leading real estate lawyers are handling unique legal and financial problems in today’s economy.

Level of Instruction: Intermediate to advanced

ix

2

ALI-ABA Live Video Webcast Condos & Planned Communities: Bulk Sale of Units, Homes & Lots in Today’s

Shifting Economy

January 12, 2009 Live Video Webcast

PLANNING CHAIR 

Margaret A. Rolando, EsquireShutts & Bowen LLP201 S. Biscayne Blvd

Suite 1500Miami, FL 33131-4328

FACULTY 

Robert S. Freedman, EsquireCarlton Fields, P.A.Corporate Center Threeat International PlazaSuite 10004221 West Boy Scout BoulevardTampa, FL 33607

Michael J. Gelfand, EsquireGelfand & Arpe, P.A.1555 Palm Beach Lakes BlvdSuite 122Regions Financial TowerWest Palm Beach, FL 33401-2329

   

William P. Sklar, EsquireEdwards Angell Palmer & Dodge LLP1 N. Clematis StreetSuite 400West Palm Beach, FL 33401-5552

xi

2

FACULTY BIOGRAPHIES

Planning Chair

Margaret A. Rolando, Miami, Florida Shutts & Bowen LLP

Margaret A. (“Peggy”) Rolando has been a partner in Shutts & Bowen’s real estatedepartment since 1984. She is a Board Certified Real Estate Attorney and is “AV” rated.Ms. Rolando is a member of the Board of Governors of the American College of Real EstateLawyers (ACREL).

Ms. Rolando has extensive experience in condominiums, planned developments, mixed useprojects, resorts, clubs and interval ownership, including regulatory matters, development,structuring, documentation, management and operations. She assists developers in evolvingflexible and workable legal structures, preparing governing documentation, filingdocumentation with the appropriate governmental agencies in connection with the sale ofunits, advising on operation of associations and construction defect claims, conductingmeetings of members and of directors, and negotiating resolution of disputes betweendevelopers and associations.  She advises lenders and purchasers of distressed condominiumprojects in handling successor developer and related issues.

EducationJ.D., with honors, Florida State University, 1978 M.A., Florida State University, 1974 B.A., magna cum laude, Spring Hill College, 1972

Bar AdmissionsThe Florida Bar

AffiliationsAmerican College of Real Estate Lawyers, Board of Governors, Committees: CommonInterest Ownership Committee and Program Committee Executive Committee and Executive Council of Real Property, Probate & Trust Law Sectionof The Florida Bar Florida Bar Committee on Condominiums and Planned Development (since 1980) Board of Visitors, Florida State University College of Law Board of Trustees, Spring Hill College Board of Advisors, Georgia Museum of Art

Faculty

xiii

Faculty

Robert S. Freedman, Tampa, Florida Carlton Fields, P.A.  PRACTICE EXPERIENCE  Rob Freedman is a member of the Firm’s Real Estate & Finance Practice Group, and chairsthe Community, Condominium and Resort Development Group. He primarily practices inthe areas of condominium, subdivision and timeshare development, master planned andmixed-use communities and commercial development, having provided legal counsel tonumerous developers throughout Florida and the country.   Mr. Freedman has extensive experience in the design and operation of master planned andresort communities, obtaining regulatory approvals for the sale and marketing of projects,working on property management arrangements, preparing the various documents andinstruments of record needed to ensure the proper creation of a community, preparingdocumentation pertaining to various types of mixed-use projects and resorts. He advisesclients on all matters that might arise prior to completing a community following itscreation. Mr. Freedman also handles general real estate transactions.

  In addition, he has also been involved in numerous condominium and developmentworkouts, representing lenders and successor developers in a variety of manners, rangingfrom transactional issues, successor developer regulatory filings, and operational issuesinvolving condominium and community associations.  Mr. Freedman has published several articles and chapters in treatises on issues pertaining tocommunity development, and he is a frequent speaker on various community developmenttopics at meetings and continuing legal education programs of The Florida Bar, the AmericanBar Association (“ABA”), the American Resort Development Association (“ARDA”), theUniversity of Miami Institute on Condominiums and Cluster Developments, and othercontinuing legal education programs. He is currently serving as the organizer and editor of acompendium of state timeshare laws, which is a joint project of the ABA (for which Robformerly served as chair of the Timesharing and Interval Uses Committee, and the CommonInterest Ownership Development Committee) and ARDA. Mr. Freedman also serves aschair of the Condominium and Planned Development Committee of The Florida Bar’s RealProperty, Probate and Trust Law Section, and serves as a member of the Section’s ExecutiveCouncil.PROFESSIONAL AND CIVIC ACTIVITIES  The Florida Bar, Real Property, Probate and Trust Law SectionChair, Condominium and Planned Development Committee (2007-present) Vice-Chair, Condominium and Planned Development Committee (2002-2007)   Member, Executive Council (2002-present)   American Bar Association, Real Property, Trust and Estate Law Section Vice-Chair, Hospitality, Community Recreation and Common Interest DevelopmentsGroup (2008-present)Chair, Timesharing and Interval Uses Committee (1998-2005) Chair, Common Interest Ownership Development Committee (2005-2008) CLE Program Standing Committee (2005-present)

xiv

Publications Standing Committee (2005-2006) Technology Standing Committee (2006-present)   Fellow, American College of Real Estate Lawyers   American Resort Development AssociationState Legislative Committee   Suncoast Chapter of the Community Associations Institute   Hillsborough County Bar Association   The Downtown Corps of Tampa, Trustee (1992-1996)

PROFESSIONAL RECOGNITION  AV Rated by Martindale-Hubbell   Selected for inclusion in Florida Trend's 2005, 2006, and 2007 Florida Legal Elite   Listed in Chambers USA Guide to America's Leading Business Lawyers (Real Estate)2006-2007, 2007-2008, and 2008   Selected for inclusion in Florida Super Lawyers 2007 and 2008   Listed in The Best Lawyers in America 2008 and 2009 editions (Real Estate Law)   Listed in The Legal 500 (Real Estate Transactions and Finance)BAR ADMISSIONS  Florida COURT ADMISSIONS  Florida State Courts EDUCATION  Stetson University College of Law (J.D., 1990)   Duke University (A.B., 1987)

Michael J. Gelfand , West Palm Beach, Florida Gelfand & Arpe, P.A.  Michael J. Gelfand is a Florida Bar Board Certified Real Estate Lawyer and the seniorpartner of Gelfand & Arpe, P.A, (West Palm Beach and Boca Raton, Florida). His practiceemphasizes community association law. He is admitted to practice in Florida, State andFederal Courts.

University of Florida College of Law, Gainesville, Florida. J.D., 1982. NorthwesternUniversity School of Communications (Speech), Evanston, Illinois. B.S.S., 1979.

He is: Martindale - Hubbell "AV"® rated; Mediator (Supreme Court Certified for CivilCounty and Civil Circuit Courts); Real Property Vice Chair The Florida Bar’s RealProperty, Probate and Trust Law Section’s Legislative Review Committee; Past-Chair ofSection’s Condominium and Planned Development Committee; a member of the NationalAssociation of Parliamentarians, the American College of Real Estate Lawyers and theCollege of Community Association Lawyers; Umpire, Fifteenth Circuit Court (Palm BeachCounty, Florida); City of Boca Raton Special Master; real property attorney volunteer forthe Palm Beach County School Board’s Construction and Oversight Review Committee;Past-Chair, director, Forum Club of the Palm Beaches; Youth Orchestra of Palm BeachCounty; Youth Court Magistrate; and, recipient of The Palm Beach County BarAssociation’s Children’s Advocacy Award "in recognition of outstanding Pro Bono serviceto the citizens of Palm Beach County" Additional information regarding Mr. Gelfand is

xv

available at: www.gelfandarpe.com

He has lectured and presented legal topics extensively, including for: American LegalInstitute/American Bar Association; American College of Real Estate Lawyers; ChautauquaInstitution; The Florida Bar; Palm Beach County Bar Association; Broward County BarAssociation; and, the University of Miami. His legal writings include: "The Plaza East Trilogy: Not a Nursery Rhyme, But Scary Warfare," 82 Fla. Bar Journal 4(April 2008). "Supreme Court on Trust Account Liability," Advisor ( Florida Lawyers Mutual Ins. Co.,2nd Quarter 2008)."Alternative Dispute Resolution," Florida Condominium and Condominium AssociationLaw (The Florida Bar, 2007)."Condominium and Homeowners' Association Liens," Florida Condominium andCondominium Association Law (The Florida Bar, 2007)."Community Association Law Update," Actionline (The Florida Bar Real Property, Probateand Trust Law Section, Fall 2007)."Condominium and Homeowners’ Association Liens", Florida Real Property Litigation (TheFlorida Bar, 4th Ed. 2005) "Community Association Law: Mutating Entities?" ( The Florida Bar Real Property,Probate and Trust Section, Fall 2004) "Alternative Dispute Resolution", Florida Condominium Law and Practice (The FloridaBar, 3rd Ed. 1996)"Out of the Woodshed: Woodside Village v. Jahren" Actionline   (The Florida Bar RealProperty, Probate and Trust Section, Spring 2002) "Condominium and Homeowner Association Liens", Florida Real Property Litigation (TheFlorida Bar, 3rd Ed., 2001)"Condominium Association Arbitrations: Quick and Inexpensive Resolutions" Actionline(The Florida Bar Real Property, Probate and Trust Section, Summer/Fall 2002)"Condominium and Homeowner Association Liens", Florida Real Property Litigation (TheFlorida Bar, 2002)"Court Dismisses Qui Tam Documentary Stamp Tax Litigation Against Foreclosure SalePurchasers," Actionline (The Florida Bar Real Property, Probate and Trust Section,February/May 2001)"Community Association Law: Florida Case Law Update Selected Cases", Actionline (TheFlorida Bar Real Property, Probate and Trust Section, June/September 2000)"Florida Community Association 2000 Legislative Update", Actionline (The Florida BarReal Property, Probate and Trust Section, June/September 2000)" Legislation Regulation Our Homestead Owner/Controlled Communities, "Actionline (TheFlorida Bar Real Property, Probate and Trust Section, July/October 1999)."Condominiums, Cooperative and Homeowners' Association: Hang On!", Actionline (TheFlorida Bar Real Property, Probate and Trust Section, October/December 1998)."Alternate Dispute Resolution," Florida Real Property Litigation (The Florida Bar, 2d Ed.1996)."Condominium and Homeowner Association Liens", Florida Real Property Litigation (TheFlorida Bar, 2d Ed. 1996)."Regulating the Homestead: Wholesale Revisions to the Homeowners' Association Law",

xvi

Actionline (The Florida Bar Real Property, Probate and Trust Section, June/July 1996)."1995 Association Law Amendments", Manager's Report (1995)."Review of 1991 and 1992 Amendments to Florida Statutes Chapter 718", FloridaCondominium Law and Practice (The Florida Bar, Supp. 1993)."Condominium and Homeowner Association Liens", Florida Real Property Litigation (TheFlorida Bar, 1993).Contributor, Florida Admissibility of Evidence (Harrison, 1989).

William P. Sklar , West Palm Beach, Florida Edwards Angell Palmer & Dodge LLP Mr. Sklar’s law practice includes representation of developers and lenders in a broad rangeof planning, drafting and development of residential, commercial and complex mixed-usecondominiums and planned developments.   Additionally, Mr. Sklar serves as regulatorycounsel to developers and lenders relative to compliance under numerous federal, state andlocal statutes, regulations and ordinances, including the Interstate Land Sales Full DisclosureAct (ILSFDA), Fair Housing Act, Florida Condominium and Homeowners Association Actsand numerous other laws and regulations affecting real estate development and transactions. Additionally, he has represented parties in a wide variety of real estate transactional andfinancing matters.

Notable Experience:  Drafted the governing documents and served as general counsel to a property ownersassociation that administers significant master common areas and other areas, themaintenance of which was delegated from sub associations (either commercial or residential),as well as drainage facilities, roadway medians and street lighting among other significantcommunity wide facilities  Served as development counsel with regards to a 400+ unit redevelopment located in WestPalm Beach, Florida  Served as lead buyer’s counsel for the acquisition of a 3,000+ apartment unit, 9 propertyapartment portfolio located in four counties in Florida – $125 million  Served as buyer’s counsel to a pharmaceutical company for acquisition of corporateheadquarters and a research and development facility in Miami Dade County, Florida  Served as bond purchaser counsel to a state pension fund of approximately $45 millionsecured by recreational property leases on three projects in two Florida countiesRepresented matters of wetlands avoidance and a minimization/off-site mitigation planapproval before the South Florida Water Management District and US Army Corps ofEngineers for a residential development in Palm Beach County, Florida Recent Speaking Engagements and Publications:  "Brickell condo market absorption slows to snail's pace," quoted, Miami Today, August16, 2007.  "Permitting snags slow start of One Plaza mixed-use project," quoted, Miami Today,August 16, 2007. Mr. Sklar is a frequent lecturer to the Florida Bar Real Property, Probate and Trust LawSection, speaking at its Condominium and Planned Development Law Seminar, LegislativeUpdate, and Real Estate Certification Review Course.  Additionally, he is a regular facultymember at the University of Miami Institutes.  Mr. Sklar worked as co-editor of Professor

xvii

Ralph Boyer’s treatise, “Florida Real Estate Transactions,” and has authored or co-authoredthe following publications:

• “Cases and Materials on Condominium and Cluster Housing,” co-author, two-volumecasebook.• “The Interstate Land Sales Full Disclosure Act’s Two Year Completion Exemption,”co-author, Florida Bar Journal, February 1999.• “Concept of Condominium Ownership,” Chapter 1 of Florida Condominium andHomeowner Association Law and Practice, 1996.• “Interstate Land Sales,” Chapter 29 of The American Law of Real Property, 1993.• “1988 Survey of Florida Real Property Law,” Nova Law Review, Spring 1989.• “Garn St. Germain Revisited,” co-author, Florida Bar Journal, June 1984.• “Commercial Condominiums: Planning and Drafting Considerations,” co-author, FloridaBar Journal, October 1982.• “Lawyer’s Title Guaranty Fund Notes,” 1979.   More Publications... Before Edwards Angell Palmer & DodgeFrom 2003 2004, Mr. Sklar served as Co-Chair of Governor Bush’s HomeownersAssociation Task Force, responsible for legislative reform of Florida’s HomeownersAssociation Statute (Chapter 720).Besides Edwards Angell Palmer & DodgeMr. Sklar is an Adjunct Professor of Law at the University of Miami School of Law and amember of the faculty of the LLM graduate law program in real property, where he hastaught courses in condominium and planned development law as well as a related draftingand litigation workshop since 1980.  Mr. Sklar was a recipient of the 2002 Lynford Lardner Community Service Award, whichrecognizes continuing leadership in community service throughout South Florida.  He alsoserves as President of Genetic Information to Stop Breast and Ovarian Cancer, Inc., a nonprofit organization dedicated to educating the public on the benefits of genetic testing.

xviii