HomeMy Public PortalAbout2002-26 Authorizing to Purchase of certain lands and improvements from United Capital Markets, IncRESOLUTION NO. 2002-26
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
PURCHASE AND SALE AGREEMENT BETWEEN UNITED
CAPITAL MARKETS, INC., A FLORIDA CORPORATION,
AND THE VILLAGE OF KEY BISCAYNE; PROVIDING FOR
PURCHASE OF CERTAIN LANDS AND IMPROVEMENTS
BY THE VILLAGE; AUTHORIZING VILLAGE MANAGER
TO EXECUTE THE CONTRACT ON BEHALF OF THE
VILLAGE; AUTHORIZING VILLAGE MANAGER TO TAKE
ALL ACTION NECESSARY TO IMPLEMENT THE
CONTRACT; AUTHORIZING VILLAGE MANAGER AND
VILLAGE ATTORNEY TO TAKE ALL ACTION
NECESSARY TO CLOSE THE PURCHASE AND SALE
TRANSACTION; PROVIDING FOR EFFECTIVE DATE.
WHEREAS, the Village desires to purchase certain lands and improvements from United
Capital Markets, Inc. ("UCM"); and
WHEREAS, the Village Council finds that the approval of the Purchase and Sale
Agreement is in the best interest of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. That the Purchase and Sale Agreement (the "Purchase and Sale Agreement"), in
substantially the form attached hereto, between the Village and UCM is hereby approved and the
Village Manager and Village Clerk are authorized to execute such Purchase and Sale Agreement,
in their respective capacities, on behalf of the Village, once approved by the Village Attorney as to
form and legal sufficiency.
Section 2. That the Village Manager is authorized to finalize all exhibits to the Purchase and
Sale Agreement and to take all action necessary to implement the Purchase and Sale Agreement,
including the expenditure of appropriated funds in accordance with the requirements of the Purchase
and Sale Agreement.
Section 3. That the Village Manager and Village Attorney are hereby authorized to execute
all documents necessary to complete the closing of the purchase and sale transaction in accordance
with the Purchase and Sale Agreement, and the Village Manager is authorized to execute all closing
statements, and other instruments necessary to close the transaction.
Section 4. That this resolution shall become effective upon its adoption.
PASSED AND ADOPTED this 1st day of July, 2002.
CHITA H. ALVAREZ, CMC, VILLAG
MAYOR JOE I. RASCO
APPROVED AS 0 FORM AND LEGAL SUF
VILLAG TTO
F:\103045\Resolution Approving Contract For Purchase and Sale of Real Property.doc
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into as of the 1st day of July, 2002 between United Capital Markets, Inc., a Florida
corporation, (hereinafter referred to as "Seller"), and the Village Of Key Biscayne, a Florida
municipal corporation (hereinafter referred to as "Purchaser").
WHEREAS, Seller is the owner of certain improved real property located at 530 Crandon
Boulevard, Key Biscayne, Miami -Dade County, Florida, and more specifically described on
Exhibit "A" attached hereto and made a part hereof;
WHEREAS, Purchaser desires to purchase and Seller desires to sell the Property
(hereinafter defined), upon the terms and conditions hereinafter set forth; and
WHEREAS, Seller is selling Purchaser the Property under threat of condemnation.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
contained herein and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser and Seller agree as follows:
SECTION 1: DEFINITIONS
For purposes of this Agreement, each of the following terms, when used herein with an
initial capital letter, shall have the following meaning:
1.1 Affiliate. A Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the Person in question. For purposes
of this definition, the term "control" means the ownership of 50% or more of the beneficial
interest or the voting power of the controlled Person.
1.2 Business Day. Monday through Friday excluding bank holidays on which
national banking associations are authorized to be closed.
1.3 Clean-up Costs. The costs incurred by Seller for the Environmental Clean-up
(hereinafter defined) and Storage Tank Removal (hereinafter defined) pursuant to the
Environmental Clean-up Contracts.
1.4 Closing. The Closing and consummation of the purchase and sale of the Property
as contemplated by this Agreement.
1.5 Closing Date (or Date of Closing). The date upon which Closing occurs.
1.6 Condemnation Proceeding. Any proceeding or threatened proceeding in
condemnation, eminent domain or written request in lieu thereof.
1.7 Deed. The statutory warranty deed of conveyance of the Land and Improvements
from Seller to Purchaser.
1.7(a) Demolition Costs. The costs incurred by Seller in demolishing the building
and other improvements located at the Real Property pursuant to the Demolition Contract
(hereinafter defined).
1.8 Due Diligence Period. The period of time commencing on the Effective Date
and terminating on the Termination Date.
1.9 Earnest Money. The funds to be paid by Purchaser to Escrow Agent pursuant to
Section 3 hereof, plus any interest earned thereon.
1.10 Effective Date. The date when the last one of Seller or Purchaser has signed and
initialed all changes to this Agreement.
1.11 Environmental Requirement. All laws, statutes, ordinances, rules, regulations,
orders, codes, licenses, permits, decrees, judgments, directives or the equivalent of or by any
federal, state or local governmental authority and relating to or addressing the protection of the
environment or human health.
1.12 Escrow Agent. Weiss Serota Helfman Pastoriza & Guedes, P.A.
1.13 Evidence of Authority. Evidence of authority for the execution and performance
of this Agreement by Seller including, without limitation, necessary corporate resolutions,
certificate of good standing of Seller issued by the Florida Secretary of State, certificate of
incumbency, authorizations and consents.
1.14 Governmental Authority. Any federal, state, county, municipal or other entity,
authority, commission, board, bureau, court, agency or any instrumentality of any of them.
1.15 Hazardous Substances. Any material or substance that, whether by its nature or
use, is now or hereafter defined as hazardous waste, hazardous substance, pollutant or contaminant
under any Environmental Requirement, or which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is regulated
under any Environmental Requirement, or which is or contains petroleum, gasoline, diesel fuel or
another petroleum hydrocarbon product.
1.16 Intentionally left blank.
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1.17 Intentionally left blank.
1.18 Intangible Property. All intangible property owned by Seller and used in
connection with or relating to the ownership, use, development, operation, management,
occupancy or maintenance of the Land including, but not limited to the Permits and all public
and private contract rights and development or usage rights of Seller with respect to the Land.
1.19 Land. The parcel of land being more particularly described on Exhibit "A"
attached hereto and incorporated herein by reference and appurtenant easements thereto, together
with all of Seller's right, title and interest in and to all easements, rights of way, strips and gores
of land, tenements, hereditaments and appurtenances, reversions, remainders, privileges, licenses
and other rights and benefits belonging to, running with or in any way relating thereto; together
with all right, title and interest of Seller (if any) in and to any land lying in the bed of any street,
road or highway, open or proposed, in front of, abutting or adjoining the Land.
1.20 Intentionally left blank.
1.21 Legal Requirement. All laws, statutes, codes, acts, ordinances, orders,
judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions
and requirements of all Governmental Authorities and quasi -governmental authorities, officials,
agencies, and officers, ordinary or extraordinary, which now may be applicable to the Property or
any use, operation or condition thereof.
1.22 Monetary Lien. Any mortgage, deed of trust, security deed, lien, monetary
judgment, security interest, past due tax or assessment or other similar encumbrance of a
monetary nature against the Property or any portion of the Property.
1.23 Operating Agreements. All management, service, equipment, supply, security,
maintenance, pest control, equipment leases and other such agreements (and any amendments,
modifications or supplements thereto) with respect to or affecting the Property or any portion
thereof (excluding the Permitted Exceptions).
1.24 Owner's Title Policy. An Owner's marketability policy of title insurance on the
most current ALTA Form for the Property in the amount of the Purchase Price, subject only to
the Permitted Exceptions, and containing such additional endorsements permitted under Florida
title insurance regulations as reasonably requested by Purchaser.
1.25 Permits. All consents, notices of completion, environmental and utility permits
and approvals authorizations, variances, waivers, licenses, permits, certificates and approvals
from any Governmental Authority or quasi -governmental authority issued or granted with respect
to the Property now or prior to Closing.
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1.26 Permitted Exceptions. Those matters identified or referred to in Section 5.4 and
such other title exceptions as may hereafter be approved in writing (or deemed to have been
approved by Purchaser) subject to and in accordance with the terms and provisions of Section 5
herein.
1.27 Person. Any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, institution, entity, party or government
(whether national, federal, state, county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department thereof).
1.28 Intentionally left blank.
1.29 Intentionally left blank.
1.30 Property. The following property:
1.30.1 The Land;
1.30.2 The Intangible Property;
1.30.3 The interest of Seller under the Warranties and the Permits.
1.31 Purchaser's Attorney. Weiss Serota Helfman Pastoriza & Guedes, P.A.,
Attention: Elaine M. Cohen, Esq. Purchaser's Attorney's mailing address is 2665 South Bayshore
Drive, Suite 420, Miami, Florida 33133. Telephone: (305) 854-0800; Telecopier: (305) 854-
2323.
1.32 Real Property. The Land.
1.33 Intentionally left blank.
1.34 Seller's Attorney. William G. Earle, Esq. Seller's Attorney's mailing address is
280 Harbor Drive, Key Biscayne, Florida 33149.
1.35 Submission Documents. The diligence items to be delivered to Purchaser
pursuant to Section 9 hereof.
1.36 Survey. A survey or surveys of the Property satisfactory in all respects to
Purchaser prepared by a licensed surveyor in the State of Florida, certified as meeting the
minimum standards for survey in Florida. The Survey shall (i) show the square footage and
acreage of the Land, (ii) show the location of all the improvements, utility and other lines and
easements, either visible or recorded, and the recording references of all the recorded easements
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shown on the Title Commitment, (iii) show the elevation and flood zone information, and (iv)
contain such other items as may be reasonably required by Purchaser.
1.37 Intentionally left blank.
1.38 Termination Date. The date which is fifteen (15) days after the Effective Date.
1.39 Title Commitment. The commitment for title insurance to be obtained by
Purchaser pursuant to Section 5 below.
1.40 Title Company. Chicago Title Insurance Company, Lawyers Title Insurance
Corporation or such other nationally recognized title insurance company licensed to write title
insurance in the State of Florida which is approved by Purchaser.
1.41 Intentionally left blank.
1.42 Warranties. All guarantees, warranties and indemnities existing now or prior to
Closing relating to the Property.
SECTION 2: PURCHASE AND SALE
Purchaser shall purchase the Property from Seller, and Seller shall sell, convey, transfer
and assign the Property to Purchaser, subject to and in accordance with the terms and conditions
of this Agreement.
SECTION 3: EARNEST MONEY
Within five Business Days after the Effective Date, Purchaser shall deposit in escrow
with the Escrow Agent $1,000.00 as Earnest Money, to be delivered to Seller at Closing and
applied as a credit against the Purchase Price (as defined below) at Closing. Escrow Agent shall
hold and disburse the Earnest Money in accordance with the terms of this Agreement. Purchaser
and Seller agree to sign all forms and reports reasonably required in connection with the holding
and investing by Escrow Agent of the Earnest Money.
SECTION 4: PURCHASE PRICE
The purchase price for the Property shall be One Million Six Hundred Fifteen Thousand
and No/100 Dollars ($1,615,000.00) (herein referred to as the "Purchase Price"). In addition,
Purchaser shall reimburse Seller for the Demolition Costs and Clean-up Costs incurred by Seller
after the date hereof. The entire Purchase Price, less the amount of the Earnest Money and
subject to adjustments and proration as herein provided, shall be due and payable by cashier's
check or in immediately available funds, by wire transfer, at Closing.
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SECTION 5: TITLE/SURVEY
Title to the Property shall be good and marketable and insurable fee simple title in an
amount of the Purchase Price at no more than the Title Company's ordinary or promulgated rates
for the Owner's Title Policy. Seller shall deliver such affidavits and agreements as may be
reasonably required by the Title Company in order to issue the Owner's Title Policy in
accordance with this Agreement.
5.1 Examination of Title. Within two (2) Business Days of the Effective Date,
Seller shall deliver to Purchaser's attorney Seller's existing owner's title policies covering the
Property. Purchaser may obtain, at Purchaser's expense, an ALTA marketability title insurance
commitment (the "Title Commitment") issued by the Title Company covering the Land pursuant
to which the Title Company agrees to issue the Owner's Title Policy to Purchaser. The cost of
the Title Commitment and the Owner's Title Policy shall be paid by Purchaser.
5.2 Survey. Within two (2) days of the Effective Date. Seller shall provide
Purchaser with a copy of any existing survey of the Property in Seller's possession. At
Purchaser's option, Purchaser may obtain the Survey at Purchaser's expense.
5.3 Intentionally left blank.
5.4 Permitted Exceptions. The sale of the Property shall be subject to the following:
5.4.1. The lien of all ad valorem real estate taxes for the fiscal year in
which Closing occurs, subject to proration as herein provided; and
5.4.2. Any items shown on the Title Commitment and approved by
Purchaser in accordance with Section 5.5 below.
The above items described in this Section 5.4 are herein collectively referred to as the
"Permitted Exceptions".
5.5 Objections to Title/Survey. Purchaser shall be entitled to object, in its
reasonable discretion, to any exceptions to title disclosed in the Title Commitment and/or matters
shown on the Survey until the end of the Due Diligence Period, by written notice to Seller of any
objections to the Title Commitment and the Survey. In the event that Purchaser shall so object to
the Title Commitment and/or the Survey, Seller shall have five (5) Business Days after receipt of
such notice to cure Purchaser's objections to Purchaser's satisfaction or to obtain affirmative title
insurance protection acceptable to Purchaser for such objections. In the event Seller is unwilling
or unable to so cure such objections or to obtain affirmative title insurance protection acceptable
to Purchaser for such objections within such period, Purchaser may (i) waive such objections,
(ii) give Seller additional time in writing to cure such objections (in which event, the Closing
shall be delayed for an equivalent period of time) or (iii) terminate this Agreement by written
notice to Seller, in which event the Earnest Money shall be immediately returned to Purchaser
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and neither Purchaser nor Seller shall have any further obligations hereunder, except obligations
that expressly survive the termination of this Agreement.
5.6 Cure of Monetary Liens. Notwithstanding Section 5.5 above, if the Title
Commitment reveals the existence of a Monetary Lien, then Seller shall pay any amount due in
satisfaction of each such Monetary Lien as to the Property only (or, subject to Purchaser's
reasonable approval, otherwise cause the same to be removed as an exception in the Title
Commitment) which amount, at the option of Seller, may be paid from the proceeds of the
Purchase Price at Closing. If one or more Monetary Liens have not been satisfied before the
Closing Date, then Purchaser and Escrow Agent are hereby authorized to satisfy such Monetary
Liens from the proceeds of the Purchase Price at Closing.
5.7 Purchaser's Right to Terminate. If any title matter other than a matter disclosed
in the Title Commitment or the Survey arises or becomes known to Purchaser subsequent to the
date of the Title Commitment (a "New Title Matter") and such New Title Matter (a) is a
Monetary Lien or (b) was created or consented to by Seller, then Seller shall cure the New Title
Matter, at Seller's expense, on or before Closing. If the New Title Matter is not a Monetary Lien
or was not created or consented to by Seller, then Seller shall have until the earlier of (i) five (5)
Business Days of Seller's receipt of written notice thereof or (ii) the Closing Date, within which
to cure the same or to obtain affirmative title insurance protection acceptable to Purchaser for
such matter, and if such New Title Matter is not cured within such period, then Purchaser may, at
its sole option, exercised by written notice to Seller within five (5) Business Days following the
expiration of the five (5) Business Day cure period, either (i) terminate this Agreement and
receive a refund of the Earnest Money or (ii) elect to close subject to such New Title Matter. In
the event of termination, neither party hereto shall have any further rights, obligations or
liabilities hereunder except to the extent that any right, obligation or liability set forth herein
expressly survives termination of this Agreement.
SECTION 6: SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Purchaser and covenants and agrees with Purchaser, on
and as of the date hereof, to be certified to Purchaser on or as of the Closing, as follows:
6.1 Title. Seller is the fee simple owner of the Land free and clear of all
encumbrances except for the Permitted Exceptions (without modification arising with regard to
Purchaser's rejection or disapproval of any of the items pursuant to this Agreement).
6.2 Organization, Power and Authority. Seller is a Florida corporation, duly
formed, validly existing and in good standing under the laws of the state of its formation. Seller
is, to the extent required by law, duly qualified to do business in the State in which the Property
is located and has all necessary power to execute and deliver this Agreement and perform all its
obligations hereunder. The execution, delivery and performance of this Agreement by Seller
(i) has been duly and validly authorized by all necessary action on the part of Seller, (ii) does not
conflict with or result in a violation of its organizational documents, or any judgment, order of
decree of any court or arbiter in any proceeding to which Seller is a party, and (iii) does not
conflict with or constitute a breach of, or constitute a default under, any contract, agreement or
other instrument by which Seller or the Property is bound or to which Seller is a party.
6.3 No Conflict with Laws. The execution and delivery of this Agreement by Seller
and the performance by Seller of its obligations hereunder will not conflict with or result in a
breach of any order, judgment, writ, injunction or decree of any court or governmental
instrumentality.
6.4 No Bankruptcy. Seller is not a party to any voluntary or involuntary proceedings
under any applicable laws relating to the insolvency, bankruptcy, moratorium or other laws
affecting creditors rights to the extent that such laws may be applicable to Seller or the Property.
6.5 No Litigation. Seller is not a party to or affected by any litigation, administrative
action, investigation or other governmental or quasi -governmental proceeding which would or
could have an adverse effect upon the Property or upon the ability of Seller to fulfill its
obligations under this Agreement. There are no lawsuits, administrative actions, governmental
investigations or similar proceedings pending or threatened against or adversely affecting the
Property or any portion thereof or any interest therein.
6.6 Intentionally left blank.
6.7 No Notices of Deficiency. Seller has not received any notice nor does Seller have
any actual knowledge that the holder of any mortgage or deed of trust encumbering any of the
Property, or any portion thereof or interest therein, or any insurance company which has issued a
policy with respect to any of the Property or any board of fire underwriters (or other body
exercising similar functions) claims, or intends to claim, any defect or deficiency in the Property;
(that has not been corrected) or requires, or intends to require, the performance of repairs,
alterations, or other work to the Property as a condition to forego any premium rate increase,
cancellation or other potential policy change; and, Seller, subject to the right to contest any such
claim or requirement, agrees to comply with any such notice at Seller's cost if any such notice is
issued prior to the Closing Date.
6.8 Intentionally left blank.
6.9 Legal Requirements. The construction, operation and use of the Real Property is
in compliance with the zoning, subdivision or building codes and all other Legal Requirements.
6.10 Compliance. None of the Property is in violation of any Legal Requirements or
Insurance Requirements.
6.11 No Violations. There are no presently outstanding and uncured notices of any
violations of any Legal Requirements, or Insurance Requirements, and to Seller's actual
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knowledge, no Person capable of issuing such notice of violation has threatened to issue a notice
of violations.
6.12 Intentionally left blank.
6.13 Tax Parcels. Each of the parcels constituting the Land is assessed as a separate
tax lot or tax parcel, independent of any other parcels or assets not being conveyed hereunder,
each of the parcels constituting the Land has been validly, finally and unappealably subdivided
from all other property for conveyance purposes. There are no pending contests or appeals with
respect to (i) the assessed value of the Property for ad valorem taxation purposes or (ii) the
amount of any ad valorem taxes levied against or paid with respect to the Property.
6.14 Utilities. All public utilities (including, without limitation, sanitary sewer, storm
sewer, electricity, gas, water and telephone) required for the operation of the Property, or any part
thereof, are installed and operating and have been accepted by such utility company or
governmental authority. All installation and connection fees, "tie-in" charges, impact fees, tap -
on, permit and other fees with respect to the utilities or facilities now serving the Property,
including, but not limited, to water, sewer, electric, telephone and [gas], have been fully paid,
except for monthly utility service bills which will be paid prior to delinquency. Seller has not
received any complaint or claim with respect to storm water flow from any owner of adjacent
property or otherwise.
6.15 Assessments. Seller has no actual knowledge and Seller has not received written
notice of any assessments by a public body, whether municipal, county or state imposed,
contemplated or confirmed and ratified against any of the Property for public or private
improvements which are now or hereafter payable.
6.16 Contractors. All contractors, subcontractors, architects, materialmen, laborers,
suppliers and other parties who have performed or furnished work, labor, materials, equipment or
supplies or have labored on the Property to make improvements thereon or otherwise to improve
the Property are paid in full, and there are no unpaid claims related to work that has been
completed or is in progress.
6.17 Intentionally left blank.
6.18 No Rights to Purchase. Except for this Agreement, Seller has not entered into,
and has no actual knowledge of any agreement, commitment, option, right of first refusal or any
other agreement, whether oral or written, with respect to the purchase, assignment or transfer of
all or any portion of the Property which is currently in effect.
6.19 Operating Agreements. There will be no Operating Agreements in effect at
Closing.
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6.20 Intentionally left blank.
6.21 Intentionally left blank.
6.22 Parties in Possession. At Closing, there will be no parties in possession of any
portion of the Land as lessees, tenants at sufferance or trespassers.
6.23 Entrances and Exits. All current curb cuts, entrances and exits to the Real
Property are lawful and permitted.
6.24 Access. There is permanent vehicular and pedestrian egress from and egress to
the Land over public roads that about the Land.
6.25 No Commitments to Dedicate Property. No commitments or agreements have
been or will be made to any governmental authority, utility company, school board, church or
other religious body, any homeowners or homeowners' association, or any other organization,
group or individual, relating to the Land which would impose an obligation upon Purchaser to
make any contributions or dedications of money or land to construct, install or maintain any
improvements of a public or private nature on or off the Land, or otherwise impose liability on
Purchaser.
6.26 Adverse Conditions. Seller has no actual knowledge of any adverse fact relating
to the physical condition of the Land which has not been specifically disclosed in writing to
Purchaser, including, without limitation, adverse soil conditions.
6.27 Unrecorded Agreements Restricting Use of the Property. Seller has not, nor to
Seller's actual knowledge has any predecessor in title, executed or caused to be executed any
document with or for the benefit of any Governmental Authority restricting the development, use
or occupancy of the Property that is not recorded in the land records of the county in which the
Land is located or has not been specifically disclosed in writing to Purchaser.
6.28 Submission Documents. All Submission Documents delivered or made
available, or to be delivered or made available to Purchaser pursuant to this Agreement, are or
upon submission will be complete, accurate, true and correct in all material respects.
6.29 Wrongful Act. Seller has not undertaken any knowingly wrongful action and
shall indemnify, defend and hold harmless Purchaser from and against any action or claim of
third parties arising out of Seller's actions.
6.30 Disclosure. No statement, warranty or representations by the Seller contains an
untrue statement of material fact or omits to state a material fact necessary in order to make the
statements made in light of the circumstances under which such statements are made not
misleading.
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6.31 Survival. The foregoing representations, warranties, covenants and agreements
of Seller in this Section 6 shall survive the Closing or termination of this Agreement.
6.32 Actual Knowledge. As used in this Agreement or in any Schedule attached
hereto, any reference to actual knowledge shall with respect to Seller mean the actual knowledge
of Seller and its officers and employees who have any association with the ownership or
management of the Property.
SECTION 7: PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to Seller that the following facts and conditions exist
and are true as of the date hereof and shall exist and be true as of the date of the Closing.
7.1 Purchaser is validly formed municipal corporation in good standing organized and
existing under the laws of the State of Florida and has all requisite power and authority to
purchase the Land and to enter into and perform its obligations hereunder.
SECTION 8: SELLER'S COVENANTS
From and after the date hereof, through and including the Closing Date, Seller agrees as
follows (each of which covenants is a condition to Purchaser's obligations to close under this
Agreement and must be satisfied by Seller or waived by Purchaser in writing prior to Closing):
8.1 Inspection of Property. Seller will allow Purchaser and its agents and
contractors to enter upon the Property for any purpose in connection with Purchaser's proposed
purchase, use and operation of the Property.
8.2 Affidavit. Simultaneously with the execution and delivery of this Agreement,
Seller shall cause to be delivered to Purchaser the Affidavit of John D. Devaney in a form
attached hereto as Exhibit "B".
8.3 Notices. Seller shall, promptly upon Seller's obtaining knowledge thereof,
provide Purchaser with a written notice of any event which has an adverse effect on the operation
or physical condition of the Property.
8.4 Notices of Violation. Promptly after Seller obtains actual knowledge or upon
receipt of written notice thereof, Seller has provided or shall provide Purchaser with written
notice of any violation of any Legal Requirements, or Insurance Requirements, affecting the
Property, any service of process relating to the Property or which affects Seller's ability to
perform its obligations under this Agreement or any other correspondence or notice received by
Seller which has or has the potential to have an adverse effect on the Property.
8.5 Intentionally left blank.
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8.6 Notification of Change of Circumstances. Seller shall provide Purchaser with
written notice of any transaction or occurrence prior to Closing which could make any of the
warranties, representations, covenants and agreements of Seller under this Agreement not true
with the same force and effect, as if made on or as of the date hereof
8.7 Seller's Cooperation. If requested by Purchaser, Seller will promptly execute all
petitions, applications, easements, plats, site plans, waivers of plats, and other documents which
Purchaser may request and otherwise reasonably cooperate with Purchaser in connection with
Purchaser obtaining or granting any permit, plat, waiver of plat, site plan approval, easement,
right-of-way dedication, rezoning, right-of-way deed, variance or other administrative
authorization required for Purchaser's proposed development of the Real Property.
8.8 Demolition of Building. Prior to Closing, Seller shall demolish the building and
other improvements located at the Real Property in accordance with all Legal Requirements.
Seller shall enter into a contract for such demolition at commercially reasonable costs (the
"Demolition Contract").
8.9 Environmental Clean-up and Removal of Underground Storage Tanks. Prior
to closing, Seller shall cause (i) the Property to be cleaned up in accordance with all
Environmental Requirements (the "Environmental Clean-up"), including, clean-up of all the
environmental contamination identified in the Limited Contamination Report for the Real
Property dated June 24, 2002 prepared by Properties Environmental Assessments &
Remediation, Inc., P.E.A.R. Project #0570102-1 and (ii) all underground storage tanks located at
the Real Property to be removed in accordance with all Environmental Requirements (the
"Storage Tank Removal"). Seller shall enter into contracts for the Environmental Clean-up and
the Storage Tank Removal at commercially reasonable costs (the "Environmental Clean-up
Contracts").
8.10 Survival. Any claim for breach of the covenants contained in this Section 8 shall
survive the Closing.
SECTION 9: PURCHASER'S DUE DILIGENCE AND INSPECTION OF PROPERTY
9.1 Documents to be Delivered by Seller. Commencing five (5) days after the
Effective Date, Seller shall provide to Purchaser copies of all documents, records, reports,
studies, data and information relating to the Property in Seller's control or possession, including,
without limitation, any existing tests, surveys, title policies, licenses, permits, engineering and/or
environmental analyses, soil test borings, Warranties, Permits and tax bills (the "Submission
Documents").
9.2 Inspection of Property. Purchaser or its appointed agents or independent
contractors shall have, at all reasonable times prior to the Closing, the privilege of going upon the
Land and in the Improvements, at Purchaser's sole cost and expense, to inspect, examine, test,
investigate, appraise and survey the Property, including, without limitation, soils and
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environmental tests and inspections. In exercising the privileges granted pursuant to this
subsection 9.2, Purchaser shall substantially restore the Property to the condition existing prior to
such activities on the Property. In consideration of Purchaser's right to inspect the Property as
described in this subsection 9.2, subject to the provisions and monetary limitations of Section
768.28, Florida Statutes, Purchaser agrees to indemnify, defend and hold Seller harmless from
any actions, suits, liens, claims, damages, expenses, losses and liability for damage to personal
property or personal injury arising from or attributable to any acts performed by Purchaser or its
appointed agents or independent contractors in exercising Purchaser's rights under this
subsection 9.2 (including, without limitation, any rights or claims of materialmen or mechanics
to liens on the Property, but excluding any matter to the extent arising out of the negligence or
misconduct of Seller). This agreement to indemnify Seller shall survive the Closing and any
termination of this Agreement.
9.3 Conditions Precedent/Termination Right. In addition to any other termination
right or other remedy specified herein and notwithstanding any provision of this Agreement
which may be interpreted to the contrary, if Purchaser is dissatisfied, for any reason and in
Purchaser's exclusive judgment, with the results of Purchaser's investigation and study of the
Property, then Purchaser may terminate this Agreement by notifying Seller or Seller's Attorney of
such termination on or before the 5:00 p.m. on the Termination Date, whereupon the Earnest
Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto
shall have any further rights, obligations, or liabilities hereunder except to the extent that any
right, obligation or liability set forth herein expressly survives termination of this Agreement.
SECTION 10: INTENTIONALLY LEFT BLANK
SECTION 11: INTENTIONALLY LEFT BLANK.
SECTION 12: CLOSING
Subject to satisfaction of all conditions to Closing, the Closing shall be held during
regular business hours on August 15, 2002. The Closing shall be held at the offices of
Purchaser's Attorney, at a time mutually acceptable to both parties. If no such selection is timely
made, the Closing shall be held at 10:30 a.m. local time on the Closing Date or at such other time
or such other place as may be mutually agreed in writing by the parties hereto.
12.1 Delivery: Possession. At Closing, Seller shall deliver to Purchaser the items
required of Seller under this Agreement, and Purchaser shall deliver to Seller the balance of the
Purchase Price, plus the Demolition Costs and Clean-up Costs incurred by Seller after the date
hereof (after crediting the Earnest Money) and the other items required of Purchaser under this
Agreement. Seller shall deliver possession of the Property to Purchaser, subject only to the
Permitted Exceptions at the time of Closing. Risk of loss shall remain with Seller until Closing.
13
12.2 Closing Costs.
12.2.1
12.2.2
Seller's Costs. Seller shall pay (i) the fees and expenses of
Seller's attorneys and (i) the cost of recording any corrective
instruments.
Purchaser's Costs. Purchaser shall pay (i) any costs incurred by
Purchaser in preparing and performing its due diligence
investigations, (ii) the cost of the Title Commitment, (iii) the
premium for the Owner's Title Policy, (iv) the cost of the Survey,
(v) the cost of recording the Deed, (vi) the documentary stamps
and surtaxes due on the Deed, (vii) the Demolition Costs and
Clean-up Costs, and (viii) the fees and expenses of Purchaser's
attorneys.
12.2.3 Survival. The provisions of this subsection 12.2 shall survive the
Closing and the delivery of the Deed.
12.3 Purchaser's Conditions to Closing. Purchaser's obligation to purchase the
Property or otherwise to perform any obligation provided in this Agreement is expressly
conditioned upon the fulfillment or satisfaction of each of the following conditions precedent on
or before the Closing Date (any of which may be waived only in writing by Purchaser in its
discretion):
12.3.1
Seller shall have fully performed each undertaking and covenant
and agreement to be performed by Seller under this Agreement
including, but not limited to, delivery of all items and documents
required under Section 14 below;
12.3.2 Each representation and warranty made in this Agreement by Seller
shall be complete, true and accurate;
12.3.3
The Owner's Title Policy shall be issued, or in lieu of issuance of
the foregoing at Closing, the Title Company shall have delivered a
"marked up" Title Commitment, subject only to the Permitted
Exceptions, with gap coverage, deleting all requirements and
deleting the standard exceptions;
12.3.4 Intentionally left blank.
12.3.5 Without additional cost or charge to Purchaser, all Permits,
Warranties and other Intangible Property shall be assigned to
Purchaser, to the extent the same are assignable;
14
12.3.6
12.3.7
Except as cured by Seller or otherwise approved or waived in
writing by Purchaser, no event shall have occurred which may have
an adverse effect on the operation or physical condition of the
Property;
No amendments, restatement, adoption or repeal of any laws,
statutes, codes, acts, ordinances, orders, judgments, decrees,
injunctions, rules, regulations, permits, licenses, authorizations,
directions and requirements of all governmental authorities,
officials, agencies and officers, ordinary or extraordinary, shall
have occurred which is applicable to the Property and has or could
have an adverse effect upon the value, use, operation, zoning,
development or condition thereof.
12.3.8 Intentionally left blank.
12.3.9 The Land shall have been subdivided from all other property in
accordance with all applicable governmental requirements and
shall be assessed as a separate tax lot or tax parcel, independent of
all other parcels of land not being conveyed hereunder.
If any of the foregoing conditions are not satisfied at or before Closing, then in addition to
any remedy available to Purchaser under this Agreement, Purchaser may terminate this
Agreement by written notice to Seller, in which event the Earnest Money shall be returned to
Purchaser and the parties shall be released from all obligations and liabilities under this
Agreement except those that expressly survive termination of this Agreement.
SECTION 13: PRORATIONS AND CREDITS AT CLOSING
All prorations provided to be made "as of the Closing Date" shall each be made as of
11:59 p.m. local time on the date immediately preceding the Closing Date. In each proration set
forth below, the portion thereof allocable to periods beginning with the Closing Date shall be
credited to Purchaser, or charged to Purchaser, as applicable, at Closing or, in the case of
allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date.
Except as may otherwise be specified herein, the following items shall, as applicable, be prorated
between Purchaser and Seller or credited to Purchaser or Seller:
13.1 Property Taxes and Assessments.
13.1.1
Taxes. Seller acknowledges and agrees that the Property is being
purchased by an exempt governmental entity and that the Seller
must comply with Section 196.295, Florida Statutes, regarding real
estate taxes; provided, however, Purchaser shall be responsible to
15
pay the amount of real estate taxes to the county tax collector due
on the Property prior to Closing for the calendar year 2002.
13.1.2
Special Assessments. Certified, confirmed and ratified special
assessment liens as of Date of Closing (and not as of the date of
this Agreement) shall be paid by Seller or Purchaser shall receive a
credit therefor. Pending liens as of Date of Closing shall be
assumed by Purchaser; provided, however, that where the
improvement for which the special assessment was levied, had
been substantially completed as of the date of this Agreement, such
pending liens shall be considered as certified, confirmed or ratified
and Seller shall, at Closing, be charged an amount equal to the
estimated assessment for the improvement.
13.2 Utility Expenses and Payments. Seller shall have sole responsibility for all
utility charges accrued as of the Closing Date. Purchaser shall be responsible for making any
necessary arrangements for the continuation of all utility services to the Property following
Closing. Seller shall cooperate with Purchaser and execute all necessary documents as
reasonably required by Purchaser to accomplish the foregoing.
13.3 Intentionally left blank.
13.4 Other Matters. Seller and Purchaser shall make such other adjustments and
apportionments as are expressly set forth in this Agreement.
13.5 Survival. The provisions of this Section 13 shall survive the Closing and the
delivery of the Deed. In the event final figures have not been reached on any of the adjustments,
prorations or costs which are to be adjusted at or prior to Closing pursuant to this Section 13, the
parties shall close using adjustments and prorations reasonably estimated by Seller and
Purchaser, subject to later readjustment when such final figures have been obtained. The parties
hereof agree that they shall seek to determine the amounts of all prorations and adjustments
required hereunder on or before the Closing Date, if possible, and to the extent not then
obtainable within one (1) year of Closing.
SECTION 14: CONVEYANCES AND DELIVERIES AT CLOSING
14.1 Warranty Deed. At Closing, Seller shall convey the Land and Improvements to
Purchaser by a duly executed and recordable statutory warranty deed in substantially the form
attached hereto as Exhibit "D" (herein referred to as "Deed"), subject only to the Permitted
Exceptions.
14.2 Intentionally left blank.
16
14.3 Intentionally left blank.
14.4 Intentionally left blank.
14.5 Section 1445 Certificate. At Closing, Seller shall execute and deliver to
Purchaser and the Title Company a certificate substantially in the form as Exhibit "F" attached
hereto stating that Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code and the regulations thereunder.
14.6 Form 1099. At Closing, Seller shall execute and deliver to Purchaser and the
Title Company such federal income tax reports respecting the sale of the Property as required by
the Internal Revenue Code and such other information required by the Title Company to
complete IRS Form 1099 with respect to this transaction.
14.7 Intentionally left blank.
14.8 Affidavit of Title. At Closing, Seller shall execute and deliver to Purchaser and
to the Title Company a no -lien, possession and gap title affidavit in the form required by the Title
Company, together with such resolutions, affidavits, documents and certificates as the Title
Company may reasonably require to issue the Owner's Title Policy in accordance with the terms
of this Agreement.
14.9 Closing Statement. At Closing, Seller and Purchaser shall execute and deliver a
Closing Statement which shall, among other items, set forth the Purchase Price, all credits
against the Purchase Price, the amounts of all prorations and other adjustments to the Purchase
Price and all disbursements made at Closing on behalf of Purchaser and Seller in accordance with
the terms of this Agreement.
14.10 Evidence of Authority. At Closing, Seller shall update Evidence of Authority
dated not more that five days before the Closing Date.
14.11 Intentionally left blank.
14.12 General Assignment. At Closing, Seller will deliver to Purchaser a general
assignment, to the extent assignable, of the Warranties, Permits, the Intangible Property and all
other property and rights included in the transaction contemplated by this Agreement; which
assignment shall be substantially in the form attached hereto as Exhibit "G".
14.13 Transfer Tax Returns. At Closing, Seller will execute and deliver Florida
Department of Revenue Form DR -219.
17
14.14 Disclosure Affidavit. At least ten (10) days prior to Closing, Seller shall execute
and deliver to Purchaser an affidavit in recordable form as required by the provisions of Section
286.23, Florida Statutes.
14.15 Conveyance of Awards. At Closing, Seller shall, if and to the extent applicable,
deliver to Purchaser all proper instruments for the conveyance of any condemnation, insurance or
other awards or proceeds described in and subject to and in accordance with Section 16 hereof,
all duly executed by Seller.
14.16 Physical Possession. At Closing, Seller shall deliver to Purchaser possession of
the Property.
14.17 Seller's Certificate. At Closing, Seller shall deliver to Purchaser a certificate of
Seller dated as of the Closing Date certifying (i) that all representations and warrantees of Seller
under this Agreement are true and correct, in all respects as of the Closing Date (except as the
same may have been changed as permitted in accordance with the terms of this Agreement and
disclosed to Purchaser prior to Closing) and (ii) to Seller's actual knowledge, that there has
occurred no default or breach, nor any event which with notice or with the passage of time, or
both, would constitute such a default or breach by Seller under this Agreement.
14.18 Seller's Affidavit. At Closing, Seller shall deliver to Purchaser an Affidavit, in
form reasonably satisfactory to Purchaser, confirming that Seller is duly formed, validly existing
and in good standing under the laws of the State of Florida; that Seller and the person executing
the closing documents on behalf of Seller has the power and authority to execute and deliver this
Agreement and perform its obligations hereunder; and that the execution, delivery and
performance of this Agreement and of all instruments to be executed and delivered by Seller
hereunder have been duly authorized by all necessary action on the part of Seller and will not
conflict with or result in a breach of or any order, judgment, writ, injunction or decree of any
court or governmental instrumentality, or of the trust agreement of Seller or any agreement or
instrument to which Seller is a party or by which it is bound, or to which the Property is subject.
14.19 Intentionally left blank.
14.20 Other Documents. At Closing, Seller and Purchaser shall deliver to each other
any other documents expressly required to be delivered or furnished pursuant to any other
provisions of this Agreement or reasonably required to carry out the purpose and intent of this
Agreement.
SECTION 15: NOTICES
All notices, consent, approvals and other communications which may be or are required
to be given by either Seller or Purchaser under this Agreement shall be properly given only if
made in writing and sent by (a) hand delivery, (b) electronic facsimile or other transfer device
18
with telephone or other confirmation of receipt, provided that a hard copy of such notice is
mailed by US first class mail, postage prepaid, on or before the next Business Day following
such telecopy delivery or (c) a nationally recognized overnight delivery service (such as Federal
Express, UPS Next Day Air, Purolator Courier or Airborne Express), with all delivery charges
paid by the sender and addressed to the Purchaser or Seller, as applicable, as follows, or at such
other address as each may request in writing. Such notices shall be deemed received, (1) if
delivered by hand or overnight delivery service on the date of delivery and (2) if sent by
electronic transfer on the date transmission is confirmed by telephone or return electronic transfer
from the receiving party, provided that a hard copy of such notice is mailed by US first class
mail, postage prepaid, on or before the next Business Day following such telecopy delivery. The
refusal to accept delivery shall constitute acceptance and, in such event, the date of delivery shall
be the date on which delivery was refused. Said addresses for notices are to be as follows:
IF TO SELLER:
United Capital Markets, Inc.
772 Ridgewood Road
Key Biscayne, Florida 33149
Attn.: John D. Devaney, President
Telecopy No.: (305) 361-5150
with a copy to:
William G. Earle, Esq.
280 Harbor Drive
Key Biscayne, Florida 33149
IF TO PURCHASER:
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Attention: Jacqueline Menendez, Village Manager
Telecopy No.: (305) 365-8936
with a copy to:
Weiss Serota Helfman Pastoriza & Guedes, P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attention: Elaine M. Cohen, Esq.
Telecopy No.: (305) 854-2323
19
SECTION 16: CASUALTY AND CONDEMNATION
16.1 Casualty. Prior to the Closing Date, and notwithstanding the pendency of this
Agreement, the entire risk of loss or damage by fire or other casualty shall be borne and assumed
by Seller.
16.2 Condemnation. At Closing, Seller shall assign to Purchaser all of Seller's right,
title and interest in and to the beds of streets, roads, alleys, avenues and highways abutting the
Property and all of Seller's right, title and interest in and to all awards in condemnation, or
damages or any kind, to which Seller is entitled at the time of Closing, by reason of any exercise
of power of eminent domain with respect thereto or for the taking of the Property or any part
thereof or by reason of any other event affecting the Property which gives rise to a damage claim
against a third Party after the date hereof Prior to the Closing Date, if all or any portion of the
Property is taken, or if access thereto is reduced or restricted by eminent domain or otherwise (or
if such taking, reduction or restriction is pending, threatened or contemplated) (hereinafter a
"Condemnation Proceeding"), Seller shall immediately notify Purchaser of such fact. In the
event that such notice related to the taking of all or any portion of the Property, Purchaser shall
have the option, in its sole and absolute discretion, to terminate this Agreement upon written
notice to Seller given not later than thirty (30) days after receipt of Seller's notice; whereupon the
Earnest Money shall be refunded to Purchaser and thereafter neither Party shall have any rights,
obligations or liabilities hereunder except with respect to those rights, obligations or liabilities
which expressly survive the termination of this Agreement. If Purchaser does not elect to
terminate this Agreement as herein provided, Seller shall pay to Purchaser any award received by
Seller prior to Closing and Purchaser shall have the right to participate with Seller in any
Condemnation Proceeding affecting the Property; provided, that in doing so Purchaser shall
cooperate with Seller in good faith.
SECTION 17: BROKERS
Each party represents to the other that such party has not incurred any obligation to any
broker, finder or real estate agent with respect to the purchase or sale of the Property. Each of
Seller and Purchaser warrants and represents to the other that such party has employed (expressly
or impliedly) no broker, agent or other such Person as to which a commission or other such fee is
or would become due or owing as a result of the purchase and sale contemplated hereby and has
made no agreement (express or implied) to pay any broker's commission or other such fees in
connection with the purchase and sale contemplated by this Agreement. Each of Seller and
Purchaser agrees to indemnify and defend the other against, and to hold the other harmless of and
from all claims, demands and liabilities (including reasonable attorney's fees and expenses
incurred in defense thereof) for any commission or fees payable to, or claimed by, any broker,
agent or other such Person arising out of the employment or engagement of such Person
employed (expressly or impliedly) by Seller of Purchaser, as applicable, or with whom Seller or
Purchaser, as applicable, has or is claimed to have, made an agreement (express or implied) to
pay a commission or other such fee; provided, however, Purchaser's indemnification obligations
under this Section 17 are subject to the provisions and monetary limitations of Section 768.28,
20
Florida Statutes. The representation, warranties, undertakings and indemnities of this Section 17
shall survive the Closing hereunder and any termination of this Agreement.
SECTION 18: INTENTIONALLY LEFT BLANK
SECTION 19: DEFAULT/REMEDIES
19.1 Seller's Default/Purchaser's Remedies. Notwithstanding any other remedy
provided for herein, if Seller defaults in the observance or performance of its covenants and
obligations hereunder, Purchaser may, at its option, terminate this Agreement and receive a
refund of the Earnest Money or seek specific performance of this Agreement, without in either
case waiving any action for damages resulting from Seller's breach.
19.2 Purchaser's Default/Seller's Remedies. If Purchaser defaults in the observance
or performance of its covenants and obligations hereunder, then Seller, as its sole and exclusive
remedy, shall (as an election of remedies) receive the Earnest Money from Escrow Agent as
liquidated damages. Purchaser and Seller acknowledge the difficulty of ascertaining the actual
damages in the event of such default, that it is impossible to more precisely estimate the damages
to be suffered by Seller upon such default, that the retention of the Earnest Money by Seller is
intended not as a penalty but as full liquidated damages and that such amount constitutes a good
faith estimate of the potential damages arising therefrom. Seller's right to so terminate this
Agreement and to receive liquidated damages as aforesaid is Seller's sole and exclusive remedy.
Seller hereby waives, relinquishes and releases any and all other rights and remedies, including
but not limited to: (1) any right to sue Purchaser for damages or to prove that Seller's actual
damages exceed the amount which is hereby provided Seller as fully liquidated damages or (2)
any other right or remedy which Seller may otherwise have against Purchaser, either at law, or
equity or otherwise.
SECTION 20: ASSIGNMENT
Purchaser may assign its rights under this Agreement.
SECTION 21: ESCROW AGENT
21.1 Performance of Duties. Escrow Agent undertakes to perform only such duties as
are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied
duties or obligations under or related to this Agreement.
21.2 Reliance. Escrow Agent may (i) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (ii) assume the validity and accuracy of
any statement or assertion contained in such a writing or instrument; and (iii) assume that any
person purporting to give any writing, notice, advice or instructions in connection with the
provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable
21
in any manner for the sufficiency or corrections as to form, manner of execution, or validity of
any instrument deposited in escrow, nor as to the identity, authority, or right of any person
executing any instrument; Escrow Agent's duties under this Agreement are and shall be limited to
those duties specifically provided in this Agreement.
21.3 Right to Interplead. If the parties (including Escrow Agent) shall be in
disagreement about the interpretation of this Agreement, or about their respective rights and
obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent
may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon
filing such action, Escrow Agent shall be released from all obligations under this Agreement.
21.4 Attorney's Fees and Costs. In any suit between Purchaser and Seller wherein
Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in any suit
wherein Escrow Agent interpleads the subject matter of the Escrow, Escrow Agent shall recover
reasonable attorney's fees and costs incurred with the fees and costs to be paid from and out of
the escrowed funds or equivalent and charged and awarded as court costs in favor of the
prevailing party. The parties hereby agree that Escrow Agent shall not be liable to any party or
person for misdelivery to Purchaser or Seller of items subject to this escrow, unless such
misdelivery is due to willful breach of this Agreement or gross negligence of Escrow Agent.
21.5 Escrow Agent as Counsel for Purchaser. It is acknowledged that Escrow Agent
is counsel for Purchaser. It is agreed that Escrow Agent shall not be disabled or disqualified
from representing Purchaser, its parents, officers, directors or agents in connection with any
dispute or litigation which may arise out of or in connection with this transaction or this
Agreement as a result of Escrow Agent acting as the escrow agent under this Agreement and the
Seller, waives any claim or right to assert a conflict arising out of or in connection with the
foregoing.
SECTION 22: GENERAL PROVISIONS
22.1 Entire Agreement. This Agreement, and all the Exhibits referenced herein and
annexed hereto, contain the final, complete, entire and sole agreement of the parties hereto with
respect to the matters contained herein, and no prior agreement or understanding pertaining to
any of the matters connected with this transaction shall be effective for any purpose. Except as
may be otherwise expressly provided herein, the agreements embodied herein may not be
amended except by an agreement in writing signed by the parties hereto.
22.2 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Florida.
22.3 Further Assurances. Seller and Purchaser each agrees to execute and deliver to
the other such further documents or instruments as may be reasonable and necessary in
furtherance of the performance of the terms, covenants and conditions of this Agreement. This
covenant shall survive the Closing.
22
22.4 Interpretation. The titles, captions and paragraph headings are inserted for
convenience only and are in no way intended to interpret, define, limit to expand the scope or
content of this Agreement or any provision hereto. If any party to this Agreement is made up of
more than one Person, then all such Persons shall be included jointly and severally, even though
the defined term for such party is used in the singular in this Agreement. This Agreement shall
be construed without regard to any presumption or other rule requiring construction against the
party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have
been stricken out or otherwise eliminated, whether or not any other words of phrases have been
added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise
eliminated were never included in this Agreement and no implication or inference shall be drawn
from the fact that said words or phrases were so stricken out or otherwise eliminated.
22.5 Counterparts. This Agreement may be executed in separate counterparts. It
shall be fully executed when each party whose signature is required has signed at least one
counterpart even though no one counterpart contains the signatures of all of the parties of this
Agreement. Facsimile copies shall be deemed originals.
22.6 Non -waiver. No waiver by Seller or Purchaser of any provision hereof shall be
deemed to have been made unless expressed in writing and signed by such party. No delay or
omission in the exercise of any right or remedy accruing to Seller or Purchaser upon any breach
under this Agreement shall impair such right to remedy or be construed as a waiver of any such
breach theretofore or thereafter occurring. The waiver by Seller or Purchaser of any breach of
any term, covenant or condition herein stated shall not be deemed to be a waiver of any other
breach, or of a subsequent breach of the same or any other term, covenant or condition herein
contained.
22.7 Severability. This Agreement is intended to be performed in accordance with
and only to the extent permitted by applicable law. If any provisions of this Agreement or the
application thereof to any Person or circumstance shall, for any reason and to any extent, be
invalid or unenforceable, but the extent of the invalidity or unenforceability does not destroy the
basis of the bargain between the parties as contained herein, the remainder of this Agreement and
the application of such provision to other Persons or circumstances shall not be affected thereby,
but rather shall be enforced to the greatest extent permitted by law.
22.8 Exhibits. The Exhibits referred in and attached to this Agreement are
incorporated herein in full by this reference.
22.9 Attorneys' Fees. In the event of any controversy, claim or dispute between the
parties arising from or relating to this Agreement (including, but not limited to, the enforcement
of any indemnity provisions), the prevailing party shall be entitled to recover reasonable costs,
expenses and attorneys' fees including, but not limited to, court costs and other expenses through
all appellate levels.
23
22.10 Business Days. If any date provided for in this Agreement shall fall on a day
which is not a Business Day, the date provided for shall be deemed to refer to the next Business
Day.
22.11. Time is of the Essence. Time is of the essence in this Agreement.
22.12 No Personal Liability of Council Members, Administrative Officials or
Representatives of Purchaser. Seller acknowledges that this Agreement is entered into by a
municipal corporation as Purchaser and Seller agrees no individual council member,
administrative official or representative of Purchaser shall have any personal liability under this
Agreement or any document executed in connection with the transactions contemplated by this
Agreement.
22.13 Effective Date. If this Agreement is not executed by and delivered to all parties
to it on or before July 2, 2002 at 5:00 p.m., this Agreement shall, after that time, be null and void
and of no further force and effect and neither party shall have any obligations hereunder. For
purposes of calculation of all time periods within which Seller or Purchaser must act or respond
as herein described, all phrases such as "the date of this Agreement", "the date of execution of
this Agreement" or any other like phrase referring to the date of the Agreement, shall mean and
refer to the "Effective Date" of this Agreement.
22.14 Radon Disclosure. 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. Pursuant to §404.056(8), Florida Statutes.
22.15 Waiver of Trial by Jury. SELLER AND PURCHASER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION
WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT AND ANY OTHER
DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED
IN CONNECTION THEREWITH.
22.16 No Negotiation With Other Persons. Seller agrees not to contract to sell or
enter into negotiations for the sale of the Property to any person or entity other than Purchaser for
so long as this Agreement is in effect.
24
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
executed, as of the day and year first above written.
Witnesses:
ge Clerk
Approved as to legal form
and sufficiency:
BY: recetet.---laf. C.4-440 --_
Village Attorney
F:\103055\Purchase and Sale Agreement 6-28-02.doc
SELLER:
UNITED CAPI AL M TS, INC.,
a Florida c o
By:
Devaney, President
Date: June , 2002
PURCHASER:
VILLAGE OF KEY BISCAYNE, a Florida
muni . a corporat
e: J . dine Menen
tie: Village Manager
ate: July i , 2002
ESCROW AGENT:
Weiss Serota Helfman Pastoriza &
Guedes, P.A.
By: ee4et•--Ntri Cci.C,---__
Name: c'cu�n.e Lb C
Title: i4 -if
Date: 3-L)..n1,Z
•
25
LIST OF EXHIBITS
EXHIBIT "A" - LEGAL DESCRIPTION
EXHIBIT "B" - AFFIDAVIT
EXHIBIT "C" - INTENTIONALLY LEFT BLANK
EXHIBIT "D" - DEED FORM
EXHIBIT "E" - INTENTIONALLY LEFT BLANK
EXHIBIT "F" - SECTION 1445 CERTIFICATE
EXHIBIT "G" - GENERAL ASSIGNMENT
EXHIBIT "A"
LEGAL DESCRIPTION
The following described property, situate, lying and being in Miami -Dade County, State of
Florida to wit:
A portion of Tract 4 of MATHESON ESTATE, Plat Book 34, Page 34, of the Public Records of
Miami -Dade County, Florida, more particularly described as following, to wit:
Begin at the Southeast corner of Tract 9 of a Subdivision of a Portion of Matheson Estate,
according to the Plat thereof, recorded in Plat Book 46, at Page 86,of the Public Records of
Miami -Dade County, Florida; thence run due East along the South boundary line of Tract 7 of
aforesaid Plat of Matheson Estate for a distance of 269.45 feet to the point of beginning of the
tract of land herein described; thence continue due East along the South line of Tract 7 of the said
plat of Matheson Estate for a distance of 145.00 feet to the West right-of-way line of Crandon
Boulevard as shown on the Plat of Tropical Isle Homes Subdivision, as recorded in Plat Book 50,
at Page 64, of the Public Records of Miami -Dade County, Florida; thence Southwesterly along
the West right-of-way line of Crandon Boulevard and along a curve having a radius of 1,266.37
feet through a central angle of 4 degrees 01 minute 43 seconds for an arc distance of 89.04 feet to
a point of reverse curve; thence Southwesterly along a circular curve having a radius of 25 feet
though a central angle of 76 degrees 34 minutes 00 seconds for an arc distance of 33.41 feet to a
point of tangency; thence due West along the North right-of-way line of W. McIntire Street as
shown on said Plat of Tropical Isle Homes Subdivision for a distance of 96.97 feet to a point;
thence due North for a distance of 105 feet to the point of beginning.
EXHIBIT "B"
AFFIDAVIT
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
BEFORE ME, the undersigned authority, personally appeared the undersigned John D.
Devaney (the "Affiant"), who being first duly sworn upon oath, deposes and says:
1. That the Affiant is the President of UNITED CAPITAL MARKETS, INC., a
Florida corporation (the "Corporation").
2. That on June 7, 2002 the Corporation purchased the property legally described in
Exhibit "A" attached hereto (the "Property") from Key Biscayne Island Standard, Inc., a Florida
corporation ("Seller").
3. That the Affiant has personal knowledge of the negotiations which culminated in
the Corporation's purchase of the Property.
4. That the Affiant is the officer of the Corporation with the most knowledge of the
negotiations and purchase of the Property.
5. That the Corporation purchased the Property from Seller for the price of
$1,565,000 (the "Purchase Price") pursuant to the terms of that certain Commercial Contract
entered into between Seller and the Corporation on March 30, 2002, as amended by Amendment
to Commercial contract dated April 27, 2002, as further amended by Second Amendment to
Commercial Contract dated May 14, 2002, as further amended by Third Amendment to
Commercial Contract dated May , 2002 (collectively the "Purchase Contract").
6. That a true and correct copy of the Purchase Contract is attached hereto as Exhibit
«B»
7. That Seller and the Corporation are unrelated parties and the purchase of the
Property by the Corporation from Seller pursuant to the Purchase Contract was an arms length
transaction.
8. That the Purchase Contract represents the final, complete, entire and sole agreement
between Seller and the Corporation with respect to the purchase of the Property by the Corporation.
FURTHER AFFIANT SAYETH NAUGHT.
JOHN D. DEVANEY
SWORN TO AND SUBSCRIBED before me this
day of , 2002 by
JOHN D. DEVANEY. He (check one) [ ] is personally known to me or [ ] has produced
, as identification.
Notary Public,
Print Name:
My commission expires:
[NOTARY SEAL]
F:\103055\Affidavit- Sale to Devaney.6-28-02
EXHIBIT "A"
LEGAL DESCRIPTION
The following described property, situate, lying and being in Miami -Dade County, State of
Florida to wit:
A portion of Tract 4 of MATHESON ESTATE, Plat Book 34, Page 34, of the Public Records of
Miami -Dade County, Florida, more particularly described as following, to wit:
Begin at the Southeast corner of Tract 9 of a Subdivision of a Portion of Matheson Estate,
according to the Plat thereof, recorded in Plat Book 46, at Page 86,of the Public Records of
Miami -Dade County, Florida; thence run due East along the South boundary line of Tract 7 of
aforesaid Plat of Matheson Estate for a distance of 269.45 feet to the point of beginning of the
tract of land herein described; thence continue due East along the South line of Tract 7 of the said
plat of Matheson Estate for a distance of 145.00 feet to the West right-of-way line of Crandon
Boulevard as shown on the Plat of Tropical Isle Homes Subdivision, as recorded in Plat Book 50,
at Page 64, of the Public Records of Miami -Dade County, Florida; thence Southwesterly along
the West right-of-way line of Crandon Boulevard and along a curve having a radius of 1,266.37
feet through a central angle of 4 degrees 01 minute 43 seconds for an arc distance of 89.04 feet to
a point of reverse curve; thence Southwesterly along a circular curve having a radius of 25 feet
though a central angle of 76 degrees 34 minutes 00 seconds for an arc distance of 33.41 feet to a
point of tangency; thence due West along the North right-of-way line of W. McIntire Street as
shown on said Plat of Tropical Isle Homes Subdivision for a distance of 96.97 feet to a point;
thence due North for a distance of 105 feet to the point of beginning.
EXHIBIT "B"
PURCHASE CONTRACT
EXHIBIT "C"
INTENTIONALLY LEFT BLANK
EXHIBIT "D"
Return to:
Elaine M. Cohen, Esq.
Weiss Serota Helfman Pastoriza & Guedes, P.A.
2665 South Bayshore Drive, Suite 420
Miami, Florida 33133
This Instrument Prepared by:
Elaine M. Cohen, Esq.
Weiss Serota Helfman Pastoriza & Guedes, P.A.
2665 South Bayshore Drive, Suite 420
Miami, Florida 33133
Property Appraisers Parcel Identification (Folio) Number(s):
24-4232-001-0050
Grantee(s) S.S. #(s): 65-0236174
WARRANTY DEED
STATUTORY
F.S. 689.02
(Wherever used herein the terms "first party" and "second party' shall include singular and plural, heirs, legal representatives,
and assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires.)
THIS INDENTURE, Made this day of , 2002,
Between UNITED CAPITAL MARKETS, INC., a Florida corporation of the County of
Miami -Dade, in the State of Florida, party of the first part, and the Village of Key Biscayne, a
Florida municipal corporation, of the County of Miami -Dade, in the State of Florida, whose post
office address is 85 West McIntyre Street, Key Biscayne, Florida 33149, party of the second part.
Witnesseth, That the said party of the first part, for and in consideration of the sum of Ten
($10.00) Dollars, to it in hand paid by the said party of the second part, the receipt whereof is hereby
acknowledged, have granted, bargained, and sold to the said party of the second part, it successors
and assigns forever, the following described land, situate, and being in the County of Miami -Dade,
State of Florida, to -wit:
See Exhibit "A" attached hereto and made a part hereof.
Subject to those matters set forth on Exhibit "B" attached hereto.
And the said parties of the first part do hereby fully warrant the title to said land, and will defend the
same against the lawful claims of all persons whomsoever.
IN WITNESS WHEREOF, The said party of the first part has executed this instrument the
day and year first above written.
Signed, sealed and delivered in the presence of:
Witness Signature
Printed Name
Witness Signature
UNITED : ' AL SETS, INC.
a Florida co • ' ratio
By:
John
Printed Name [Corporate Seal]
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
SS:
)
evaney, President
The foregoing instrument was acknowledged before me this day of , 2002
by John D. Devaney, President of United Capital Markets, Inc., a Florida corporation, on behalf of the
corporation. He is personally known to me or has produced as identification.
(signature of person taking acknowledgment)
(Name of acknowledger typed, printed or stamped
(Title or rank)
Serial number, if any
EXHIBIT "E"
INTENTIONALLY LEFT BLANK
EXHIBIT "F"
CERTIFICATION OF NON -FOREIGN STATUS
ENTITY TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person. To inform the transferee that
withholding of tax is not required upon the disposition of a U.S. real property interest by UNITED
CAPITAL MARKETS, INC., a Florida corporation ("Transferor"), the undersigned hereby certify
the following on behalf of the Transferor named below:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);
2. The Transferor's U.S. employer identification number is
3. The Transferor's address is:
772 Ridgewood Road
Key Biscayne, Florida 33149
The Transferor understands that this certification may be disclosed to the Internal Revenue
Service by transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of
my knowledge and belief, it is true, correct, and complete, and I further declare that I have authority
to sign this document on behalf of the Transferor.
TRANSFEROR:
John D. Devaney, President
Date:
EXHIBIT "G"
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT ("Assignment") is made as of the day of
2002, by UNITED CAPITAL MARKETS, INC., a Florida corporation, whose address is 772
Ridgewood Road, Key Biscayne, Florida 33149 ("Assignor"), in favor of the VILLAGE OF KEY
BISCAYNE, a Florida municipal corporation, whose address is 85 West McIntyre Street, Key
Biscayne, Florida 33149 ("Assignee").
RECITALS:
A. Assignor has this date conveyed to Assignee the real property described on Exhibit "A"
located in Miami -Dade County, Florida attached hereto (the "Property").
B. In connection with the conveyance of the Property, Assignor and Assignee intend that, to
the extent assignable, all of Assignor's right, title, interest, powers and privileges in and under all
intangible personal property, guaranties, warranties, permits, licenses, approvals, certificates and
other matters stated herein pertaining to the Property be assigned and transferred to Assignee.
NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Assignor, to the extent assignable, hereby assigns, conveys, transfers and sets over to Assignee the
following:
1. All of Assignor's right, title, interest, powers, and privileges in, to and under all of the
intangible personal property used in connection with or relating to the ownership, use, development,
operation, management, occupancy or maintenance of the Property.
2. All of Assignor's right, title, interest, powers and privileges in and to all consents, notices
of completion, environmental and utility permits and approvals authorizations, variances, waivers,
licenses, permits, certificates and approvals from any governmental authority or quasi -governmental
authority issued or granted with respect to the Property.
3. All of Assignor's right, title, interest, powers and privileges in, to and under all of those
existing guaranties, warranties and indemnities from any person, party or entity relating to the
Property.
4. All of Assignor's right, title, interest, powers and privileges in and to all public and
private contract rights and development or usage rights of Assignor with respect to the Property.
To the extent such interests and items are assignable, Assignor has good right, title and
authority to assign, convey, transfer and set over to Assignee the interests and items set forth above.
IN WITNESS WHEREOF, Assignor has executed this General Assignment as of the date set
forth above.
Signed, sealed and delivered
in the presence of:
Witness Signature UNITED CAPITAL MARKETS, INC.
a Florida corporation
Printed Name
By:
Witness Signature John D. Devaney, President
Printed Name [Corporate Seal]
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
SS:
)
The foregoing instrument was acknowledged before me this day of , 2002
by John D. Devaney, President of United Capital Markets, Inc., a Florida corporation, on behalf of the
corporation. He is personally known to me or has produced as identification.
(signature of person taking acknowledgment)
(Name of acknowledger typed, printed or stamped
(Title or rank)
Serial number, if any
EXHIBIT "A►►
LEGAL DESCRIPTION
AFFIDAVIT
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
BEFORE ME, the undersigned authority, personally appeared the undersigned John D.
Devaney (the "Affiant"), who being first duly sworn upon oath, deposes and says:
1. That the Affiant is the President ofUNITED CAPITAL MARKETS, INC., a Florida
corporation (the "Corporation").
2. That on June 7, 2002 the Corporation purchased the property legally described in
Exhibit "A" attached hereto (the "Property") from Key Biscayne Island Standard, Inc., a Florida
corporation ("Seller").
3. That the Affiant has personal knowledge of the negotiations which culminated in the
Corporation's purchase of the Property.
4. That the Affiant is the officer of the Corporation with the most knowledge of the
negotiations and purchase of the Property.
5. That the Corporation purchased the Property from Seller for the price of $1,565,000
(the "Purchase Price") pursuant to the terms of that certain Commercial Contract entered into
between Seller and the Corporation on March 30, 2002, as amended by Amendment to Commercial
contract dated April 27, 2002, as further amended by Second Amendment to Commercial Contract
dated May 14, 2002, as further amended by Third Amendment to Commercial Contract dated May
, 2002 (collectively the "Purchase Contract").
6. That a true and correct copy of the Purchase Contract is attached hereto as Exhibit
«B„
7. That Seller and the Corporation are unrelated parties and the purchase of the Property
by the Corporation from Seller pursuant to the Purchase Contract was an arms length transaction.
8. That the Purchase Contract represents the final, complete, entire and sole agreement
between Seller and the Corporation with respect to the purchase of the Property by the Corporation.
FURTHER AFFIANT SAYETH NAUGHT.
OHN D. DEVANEY
SWORN TO AND SUBSCRIBED before me this
day of C_.— 2002 b
by
D. DEVANEY. He (check one),[ is personally known to me or [ ] has produced
, as identification.
OFFICIAL NOTARY SEAL
CONCHITA H ALVAREZ
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC975183
MY COMMISSION EXP. NOV. 14,2004
[NOTARY SEAL]
F:\103055\Affidavit- Sale to Devaney.6-28-02
Notary Pub
Print Name.
2
My commission expires:
/14&?
EXHIBIT "A"
LEGAL DESCRIPTION
The following described property, situate, lying and being in Miami -Dade County, State ofFlorida to
wit:
A portion of Tract 4 of MATHESON ESTATE, Plat Book 34, Page 34, of the Public Records of
Miami -Dade County, Florida, more particularly described as following, to wit:
Begin at the Southeast corner of Tract 9 of a Subdivision of a Portion of Matheson Estate, according
to the Plat thereof, recorded in Plat Book 46, at Page 86,of the Public Records of Miami -Dade
County, Florida; thence run due East along the South boundary line of Tract 7 of aforesaid Plat of
Matheson Estate for a distance of 269.45 feet to the point of beginning of the tract of land herein
described; thence continue due East along the South line of Tract 7 of the said plat of Matheson
Estate for a distance of 145.00 feet to the West right-of-way line of Crandon Boulevard as shown on
the Plat of Tropical Isle Homes Subdivision, as recorded in Plat Book 50, at Page 64, of the Public
Records of Miami -Dade County, Florida; thence Southwesterly along the West right-of-way line of
Crandon Boulevard and along a curve having a radius of 1,266.37 feet through a central angle of 4
degrees 01 minute 43 seconds for an arc distance of 89.04 feet to a point of reverse curve; thence
Southwesterly along a circular curve having a radius of 25 feet though a central angle of 76 degrees
34 minutes 00 seconds for an arc distance of 33.41 feet to a point of tangency; thence due West along
the North right-of-way line of W. McIntire Street as shown on said Plat of Tropical Isle Homes
Subdivision for a distance of 96.97 feet to a point; thence due North for a distance of 105 feet to the
point of beginning.
3
EXHIBIT "B"
PURCHASE CONTRACT
4
O
Interncrt.bnal Realty
UA:71-Cd /2-0i�s Ale IX" 7L%,�- j =1,---
, c_. 4toi/,' ins, A.s
1* 1. PURCHASE AND SALE://, 1 / f CE ,')
2* agrees to buy and C`� ei-sc d rc l4^'' 5TH►—J"' / ..L�t . C'Seller")
l�
3* agrees to sell the property described as: Street Address: C`�''io "`clo '/ C va-y'!
4* /1t7 B(S c are , FL 33 / Lf9
5* Legal Description
z . , is I-.. -fc Pa 14 / s'Y Port I TA- `# oat 016
26' . Is -F-7-1 e'F 501 Cut Tip 7_ Pd 46 — 9-4 !tf £lvirr $ .-/Li 44.6 la AMIL
6*
ca4goaf 4gLvo DIST ?'LL• `i,f- i,„,
7* and the following Personal Property: N
Commercial Contract
FLORIDA ASSOCIATION OF REALTORS®
1
•F
8*
9 (all collectively referred to as the "Property") on the terms and conditions set forth below. The "Effective Date" of this Contract is
10 the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5
11 days or less will be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a
12 Saturday, Sunday or national legal holiday will be extended until 5:00 p.m. of the next business day.
13* 2. PURCHASE PRICE: $ ! Sb ODO,
14* (a) Deposit held in escrow by � "'" �' �` � y $ /5 DOC . Dd
1 .
15* (b) Additional deposit to be made within days from Effective Date $ (S-1-000 DO
16* (c) Total mortgages (as referenced in Paragraph 3) $
17* (d) Other: $
18* (e) Balance to close, subject to adjustments and prorations, to be made with cash, locally drawn $ tee''
19 certified or cashier's check or wire transfer.
20* 3. THIRD PARTY FINANCING Within r days from Effective Date ("Application Period"), Buyer will, at Buyer's expense, apply for
21* third party financing in the amount of $ or q --r% of the purchase price to be amortized over a period of /S-
22* years and due in no less than IC years and with a fixed interest rate not to exceed ❑ % per year or variable interest rate not
23* to exceed 0 r % at origination with a lifetime cap not to exceed _I. _ % from initial rate, with additional terms as follows:
24*
25 Buyer will pay for the mortgagee title insurance policy and for all loan expenses. Buyer will timely provide any and all credit,
26 employment, financial and other information reasonably required by any lender. Buyerwill notify Seller Immediately upon obtaining
27* financing or being rejected by a lender. if Buyer, after diligent effort, fails to obtain a written commitment within VI days from
28 Effective Date C'Financing Period"), Buyer may cancel the Contract by giving prompt notice to Seller and Buyer's deposit(s) will be
29 returned Buyer accordance with Paragraph 9.
30* Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is page 1 of 5 Pages.
CC -2 01997 Florida Association of REALTORSS All Rights Reserved
32w U ether , IIee Lit HMIs, ed,C111C711, QIw citt�YtltulattaiA VI Ic,.vry ,v,rr, av vcr,cr,
33 but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and (list any
34* other matters to which title wiU be subject)
35*
36" provided there exists at clos)pgno violation of t foregoing and note of them prevents Buyer's intended use of the Property as
37* e i ca s.,,'117 erskeft4 -er:. f
38" (a) Evidence of Title: Sellerwill, at (check one) LJ Seller's ❑ Buyer's expense and within days ftom Effective Date
39* ❑ prior to Closing Date 0 from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer (check one)
40* 0 a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's policy in
41 the amount of the purchase price for fee simple title subject only to exceptions stated above.
42* abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm.
43 However,if such an abstract is not available to Seiler,then a prior owner's title policy acceptable to the proposed insurer as
44 a base for reissuance of coverage. The prior policy will include copies of all policy exceptions and an update in a format
45 acceptabieto Buyer fromthe policy effective date and certified to Buyer or Buyer's closing agent together with copies of all
46 documents recited In the prior policy and in the update. •
47 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title
48 defects. Title will be deemed acceptable to Buyer if j1) Buyer faits to deliver proper notice of defects or (2) Buyer delivers proper
49' written notice and Seller cures the defects within , Tel days from receipt of the notice ("Curative Period"). if the defects are
50 cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may
51 elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period if the defects are
52 not cured within the Curative Period, Buyer will have 10 days from receipt of notice of Seller's inability to cure the defects to
53 elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in
54 purchase price. The party who pays for the evidence of title will also pay related title service fees including title and 'abstract
55 charges and title examination.
56 (c) Survey: (check applicable provisions below)
57* 2rSeller will, within ____,E -days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and
58" engineering documents, if any, and the following documents relevant to this transaction:
59* , prepared for Seller or in Seiler's
60 possession, which show all currently existing structures.
61" Guyer vwll, at 0 Seller's Cri'fuyer's expense and within the time period allowed to deliver and examine title evidence,
6,2 obtain a current certified survey of the Property from a registered surveyor. if the survey reveals encroachments on the
63* Property or that the improvements encroach on the lands of another, 0 Buyer will accept the Property with existing
64* encroachments [ such encroachments wilt constitute a title defect to be cured within the Curative Period.
65 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.
66 (e) Possession: Seiler will deliver possession and keys for all locks and alarms to Buyer at closing.
67* 5. CLOSING DATE AND PROCEDURE: This transaction will be closed in DA A( County, Florida on
68* or before the , or within 3O days from Effective Date Caosing Date"), unless otherwise extended
69* herein. 0 Seller [ iuyer will designate the closing agent. Buyer and Seller will, within days from Effective Date, deliver to
70 EscrowAgent signed instructions which provide for closing procedure. If an institutional lender is providing purchase funds, lender
71 requirements as to place, time of day, and closing procedures will control over any contrary provisions in this Contract.
72 (a) Costs: Buyer will paytaxes and recording fees on notes, mortgages and financing statements and recording fees for the deed.
73 Seller will pay taxes onthe deed and recording fees for documents needed to cure title defects. If Seller is obligated to discharge
74 any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances.
75 (b) Documents: Seiler will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent roll,
76 tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying tenants of
77 the change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that information
78 regarding the tenant's lease is correct. if Seller is a corporation, Seller will deliver a resolution of its Board of Directors
79 authorizing the sale and delivery ofthe deed and c ertfication by the corporate Secretary certifying the resolution and setting forth
80 facts showing the conveyance conforms with the requirements of local law. SellerwIlitransfer security deposits to Buyer. Buyer
81 will pr statement, mortgages and notes, security agreements and financing statements.
82' Buyer ( jam) (�f `) and Seiler ( ) ( ) acknowledge receipt of a copy of this page, which is page 2 of 5 Pages.
Oct I__! d UI . I Cdl eZildLC L$,JUU dilU d betabil IGfll FJdyIIICtlt, d,JU111CU uy Duyef , tlitcl Cbl,
R5* rents, association dues, insurance premiums acceptable to Buyer, operational expenses and
88 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with due
87 allowance being made for Improvements and exemptions. Seller is aware of the following assessments affecting or potP-` iiiy
88* affecting the Property:
89 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the
90 improvement is substantially completed as of Closing Date, in which case Seiler will be obligated to pay the entire assessment.
91 (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ("FIRPTA") requires Buyer to withhold at closing a
92 portion of the purchase proceeds for remission to the internal Revenue Service ("1 RS.") it Seller is a "foreign person" as defined
93 by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to closing,
94 appropriate documentation to establish any applicable exemption from the withholding requirement. if withholding is required
95 and Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary funds
96 and Buyer will provide proof to Seller that such funds were property remitted to the
97` 6. ESCROW: Buyer and Seller authorize � n Sa ��
98* Telephone: 30.r '1W 3/00 Facsimile: Address:
to act as "Escrow Agent"
99*
100*to receive funds and other Items and, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow
101*Agent will deposit all funds received in Q• -a- non -interest bearing escrow account ❑ an interest bearing escrow account with
102* interest accruing to with interest disbursed (check one) ❑ at closing
Q103* ❑ at intervals. if Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow
104 Agent's duties or liabilities under this Contract, he,. may (a) hold the subject matter of the escrow until the parties mutually
105 agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the
106 escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon
• 107 notifying the parties of such action, Escrow Agent will be released from all liability except for the duty to account for items
108 previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter
109 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or
110 interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with
111 such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor
112 of the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of
113 escrowed Items, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence.
114 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as Is" condition, ot.lary
115 wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties
116 other than marketability of title. By accepting the Property "as is," Buyer waives all claims against Seller for any defects in the
117 property. (Check (a) or (b))
118`❑ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is condition.
1199'1314 Due Diligence Period: Buyer will, at Buyer's expense and within . days from Effective Date CDue Diligence Period"),
120 determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyers Intended use and development of
121 the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and
122 investigations (inspections") which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering,
123 architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision
124 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional
125 growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with
126 American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems
127 appropriate to determine the suitabi'prty of the Property for Buyer' intended use and development. Buyer shall deliver written notice
128 to Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property is acceptable.
129 Buyers failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition.
130 Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence
131 Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the
132 Property and conduct Inspections at their own risk. Buyer shall Indemnify and hold Seller harmless from losses, damages, costs,
133 claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct of
134 any and all inspections or any work authorized by Buyer. Buyerwiil not engage in any activity that could result in a mechanic's lien
135 being flied against the Property without Sellers prior written consent. In the event this transaction does not close, (1) Buyer shall
136 repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of
137 the insperctions, and (2) Buyershall, at Buyer's expense, release to Seller all reports and other work generated as a result of the
138 Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit shall be
139 immediate eturned to Buyer and the Contract terminated.
140* Buyer
(�,) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is page 3 of 5 Pages.
,•rte t,ui suut..t a uu gat wcU1l-U U UUYn ut rr upet tr to UMW 1111110 Witt tins Rdl dyr apn1 ono to ensure tnat an
143 Property is on the premises.
144 (d) Disclosures:
145 1. RaCIon Gas: Radon is a naturally occurring radioactive gas that, when It has accumulated in a building in sufficient
146 quantifies, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state
147 guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained
148 from your county public health unit.
149 2. Energy Efficiency: Buyer may have determined the energy efficiency rating of the building, if any is located on the Real
150 Property.
151 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business
152 conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the
153 Property, tenants, lenders or business, if any. Any changes such as renting vacant space, that materially affect the Property or
154` Buyer's intended use of theAirt 32 �Property`will be permitted ' - ed L"onty with Buyer's consent S rentt'
155 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met and
156 Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned in
157 accordance with applicable Florida laws and regulations.
158 10. DEFAULT:
159 (a) in the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title
160 marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific performance. if
161 Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.
162 (b) Inthe eventthesale is not closed due to any default or failure on the part of Buyer, Seller may either (1)retain all deposit(s)
163 paid or agreed to be paid by Buyer as agreed upon liquidateddamages, consideration for the execution ofthis Contract, and in
164 full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. if Seller retains the
165 deposit, Sellerwili pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all forfeited deposits retained
166 by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee.
167 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing party,
168 which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, costs and
169 expenses.
170 12. BROKERS: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed
171 real estate Broker other than: '�� 1,
172" (a) Listing Broker: r' '�` a-'♦ r
173" who is ❑ an agent of [-i1•4 transaction broker ❑ a nonrepresentative
174" and who will be compensated by eteller ❑ Buyer ❑ both parties pursuant to al -listing agreement ❑ other (specify)
175*
176*
177"
178* (b) Cooperating Broker
179" who is 0 an agent of / ❑ a transaction broker ❑ a nonrepresentative
180" and whowill be compensated by ❑ Buyer ❑ Seller ❑ both parties pursuant to ❑ an MLS or other offer of compensation to a
181* cooperating broker ❑ other (specify)
182*
183"
184*
185 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to inquiries,
186 introductions, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker
187 harmless from and against losses, damages, costs and expenses of any kind, Including reasonable attorneys' fees at all levels, and
188 from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this Paragraph, (2)
189 enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request of Buyer or
190 Seller, which duty is beyond the scope of services regulated by Chapter 475, F.S., as amended, or (4) recommendations of or services
191 provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behalf of Buyer or Seller.
192* 13.�iSSlGNABIUTY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ❑ is not assignable
193* Mills assignable. The terms "Buyer," "Seller" and "Broker" may be singular or plural. This Contract is binding upon Buyer, Seller
194 and their heir, personal representatives, successors and assigns (if assignment is permitted).
195" Buyer
(__� and Seiler (_) ( ) acknowledge receipt of a copy of this page, which is page 4 of 5 Pages.
`) VVIIVI ••YI I Y...'
u .o••...v....J .......v.,.J..
1.7/ _1 I'll \JIti =LIMA I
198"' ❑ Section 1031 Exchange ❑ Coastal Construction Control Line ❑ Other
199* ❑ Property Inspection and Repair 0 Flood Area Hazard Zone 0 Other
200* ❑ Seller Representations 0 Seller Financing 0 Other
201 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modification,- of
202 this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, docun
203 referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable tor
204 all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract prevail
205 over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue
206 to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records. Delivery of any
207 written notice to any party's agent will be deemed delivery to that party.
208 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY
-209 PRIOR TO SIGNING, BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE
210 IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE,
211 INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF
212 TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND
213 OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL
214 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC
215 RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY
218 SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY
217 CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.
218* DEP9JT RE T: Deposit of $ (57 O0 V. 00 by ❑ chec 0 other received on
219* titerrii rr V k by
220 Signature of Escrow Agent
221 OFFER: Buyer offers to purchase the Property on the above terms and conditions. Unless acceptance ' ' n 1 • Seiler and a
222" signed copy delivered to Buyer or Buyer's agent no later than CHILD 0 a.m. 0 p.m. on
223 Buyer may revoke this offer and receive a refund of all deposits.
224" Date:/41A^ck BUYER ()•-44ed 124.9j ifbek "&'s` --T°►C .
; err
A`%
Title: t res/AA /- Telephone: 3 Or 3iJ 2121 Facsimi
225*
226*
227* Date:
223*
229*
230* ACC
231
232" Qat'e:
233*
234
Address: 12 f4+ e •"iaoa /2-44. i 3 (3 c �� ..r i FL 31/Y1
BUYER Tax ID No:
Title: Telephone: Facsimile:
Address:
TANCE Seller accepts Buyer's offer and agrees to sell the Property on the above terms and conditions (0 subject to the
counter offer). j
Ir S /
t = ' - (SELLER /36s 01744 Ti 114-.4 54,E -A ,11111111111t 7
235" Date:
236*
237*
F Or-cco
Title: Telephone:
acsimile:
Address: � 3o ,�,....,'(.., 8 ).• 147 t3.'s .,
c a e . FL F 3 3 !419
SR I FR Tax ID No:
Title: Telephone: Facsimile:
Address:
238* Buyer (� and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is page 5 of 5 Pages.
The Florl Association of REALTORS makes no representation as to the legal validity or adequacy of any provision of this form in any specific
transact! . 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 reel estate industry and is not intended to identify the user as a REALTOR. REALTOR Ise registered collective membership mark
which 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 this form by any means including
facsimile or computerized forms.
CC -2 01997 Florida Association of REALTORS® AU Rights Reserved
This form is licensed for use with Forms Software 800.336-1027
140 _239 902
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3e54469•106♦31121536 614
ate=CONMEN 1'Q
ZIAl• CONTRACT
Nik) 0% +ter..
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a part of that certain commercial- ��
THIS AMENDMENT is made p, IMC,, a Florida and KEY BISCAYNE ISLAND STAND and lorida ` a
car rat made by ter referred to as the "seller").
car rattan thereinafter corporation {'hereinafter
RE ESTATE ss�rRr� ���'�� � ►
INC„ ITED
, a Floridai.da corms
referred to as the WITVESSETE S S E T H.
Buyer have executed a CeZtaiihCre Commercial
WHEREAS, Seller t and Y March 30,
er
Contract to a an Ei "Co a with respect to certain
roperty
rocatedL as the
located
as
in Miami -Dade County, Florida thereinafter
the "Property"); and, 1Qen�nt, g r_d
���5, seller and euye �a diti.o�s� of tneit0 CO s�ontia�-
and modify certain terms and f the mutual
0010, 'THEREFORE, for and in consideration
o ties hereto
promises and covenants contained herein,
themutually agree as follows and
c foregoing_ recitals are true ad ore learns
1. in Th ing this reference. All
Capitalized
herein by haVe the same meanag ascribed to
not rinad herein shall
them in the Contract.
2.
The parties do hereby agree to the following
extensions under the Contract: extended an additional
h. The Financing rind is hereby
x.61 such that the same will expire at the
siutgen { on 14. 2002 • additional
end of the day emended an
a • The bee Diligent® Period hat the same till expire at the
fifteen (15) days such
end of the dey on. May 14• 2002.
extended an additional twenty
C. the Closing Date 1shereby21
2002 .
two (22) days to May sc�=a1
Amendment may be signed in 5e zaL
3.
EATS • eaThis ch of ch shall. be deemed an orig�
and
a aof which, taken together, shall be deemed to constitate
all of which,
agreement. tend=ts.ora of
terms and contradict
ct
Tcz. In the event that any of
h or in any way
O.
theAmendment as kcontainedsin the Contract, it is agreed
the previsions
Page
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between the parries that the terms of this Amendment shall
supersede and control as between the prov,_s1onsi of the
Contract, and this Amendment.
5. RATIFIc6TIO, Other than as specifically amended and modified
herein, the terms of the Contract shall remain in full force
aad effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the t day of April, 2002 as to Buyer and on
the 2?" days- '" #prilt 2002 as to Seller.
BUM:
UNITED L ESTATE VENTURES,
INC 1 a orida corporation
tif,qt
I
£8 3011d
*OOL-9LL (t 9S )
Its C O
u/wt
SELLER:
KEY BIS ' S ZS1J TD DARD,
INC., = F •ride co t1On
By: Al
Its:
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May '14 02 07:41a
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05 /13/200, 10:56 3054469206 4 506 4
SECOND A) 1T TO
COMERCIAL CONTIVLCT
Ju.7JoIV'u
p. c
Net. 468 002
THIS SECOND AMENDMENT is made a part of that certain
Commercial Contract made by and KEY BISCAYNE ISLAND STANDARD, INC _ _
a Florida corporation (hereinafter referred to as the "Seller"),
and UNITED REAL ESTATE VENTURES, INC., a Florida corporation
(hereinafter referred to as the "Buyer").
WITNESSETH
WHEREAS, Scaler and Buyer have executed a certain Commercial
Contract with an Effective Date of March 30, 2002 as amended by
Amendment thereto date April 27, 2002(hereinafter collectively
referred to as the "Contract") with respect to certain property
located in Miami -Dade County, Florida (hereinafter referred to as
the "Property"); and
WWEREAS, Seller and Buyer desire to further supplement, amend
and modify certain terms and conditions of the Contract_
NOW, THEREFORE, for and in consideration of the mutual
promises and covenants contained herein, the parties hereto
mutually agree as follows:
1. 1ECITALS. The foregoing recitals are true and correct and
incorporated herein by this reference. All capitalized terms
not defined herein shall have the sane meaning ascribed to
them in the Contract.
2. EXT NSZDNS. The parties do hereby agree to the following
extensions under the Contract.
A. The Financing Period is hereby extended an additional
seven (7) days, such that the same will expire at the end
of the day on May 21, 2002.
8. The Due Diligence Period is hereby extended an additional
seven(?) days such that the same will expire at the end
of the day on May 21, 2002-
C. The Closing Date is hereby extended an additional seven
(7) days to May 28. 2002.
3. VQUN ERPARTS. This Amendment may be signed in several
counterparts, each of which shall be deemed an original and
all of which, taken together, shall be deemed to constitute a
single agreement.
4_ COJ4FLfer. In the event that any of the terms and conditions of
this Amendment shall conflict with or in any way contradict
Page 1of 2
I'd
1,00L-9LL(i9S)
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Ma 14 02 07:41a Sand j and Bill Earle 3053610789 p,3
05/13/2002 10:56 3054469206 4 30536 14
r..�
N .458 OB5
the provisions as contained in the Contract, it is agreed
between the parties that the terms of this Amendment shall
supersede and control as between the provisions of the
Contract, and this Amendment.
5_ RATS;CATION. Other than as specifically amended and modified
herein, the terms of the Contract shall remain in full force
and effect.
IN WITNESS HKERD0F, the patties hereto have executed this
Amendment on the /9' day of May. 2002 as to Buyer and on the
/Y` day of May, 2002 as to Seller.
BUYER:
UNITED REAL ESTATE VENTURES,
INC. 9 orida corporation
By:
its:
f ;�,�1✓�- - 5 J)/0z_
SELLER:
KEY BISCAYNE ISLAND STANDARD,
INC_, a Florida c tion
By:
Its:
Page 2 of 2
cpeects//
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2'd b00L-9LL(T9S)
R i t wed ooa.J9 041
ebE :80 20 b T ReW
05/21/2002 08:56
3054469206 4 3053652728 NO.562 P02
f
THIRD AMENDMENT TO
COMMERCIAL CONTRACT
THIS THIRD AMENDMENT is made a part of that certain Commercial
Contract made by and KEY BISCAYNE ISLAND STANDARD, INC., a Florida
corporation (hereinafter referred to as the "Seller"), and UNITED
REAL ESTATE VENTURES, INC., a Florida corporation (hereinafter
referred to as the "Buyer").
WITNESSETH
WHEREAS, Seller and Buyer have executed a certain Commercial
Contract with an Effective Date of March 30, 2002, as amended by
Amendment thereto date April 27, 2002, and Second Amendment dated
May 14, 2002(hereinafter collectively referred to as the
"Contract") with respect to certain property located in Miami -Dade
County, Florida (hereinafter referred to as the "Property") ; and
WHEREAS, Seller and Buyer desire to further supplement, amend
and modify certain terms and conditions of the Contract.
NOW, THEREFORE, for and in consideration of the mutual
promises and covenants contained herein, the parties hereto
mutually agree as follows:
1. RECITALS. The foregoing recitals are true and correct and
incorporated herein by this reference. All capitalized terms
not defined herein shall have the same meaning ascribed to
them in the Contract.
2. EXTENSIONS. The parties do hereby agree to the following
extensions under the Contract:
A. The Financing Period is hereby extended an additional
seven (7) days, such that the same will expire at the end
of the day on May 28, 2002.
B. The Closing Date is hereby extended an additional seven
(7) days to June 4, 2002.
3. COUNTERPARTS. This Amendment may be signed in several
counterparts, each of which shall be deemed an original and
all of which, taken together, shall be deemed to constitute a
single agreement.
4. CONFLICT. In the event that any of the terms and conditions of
this Amendment shall conflict with or in any way contradict
the provisions as contained in the Contract, it is agreed
between the parties that the terms of this Amendment shall
supersede and control as between the provisions of the
Page 1 of 2
05/21/2002 08:56
3054469206 -3 3053652728
NO.562 P03
Contract, and this Amendment.
5. RATIFICATION. Other than as specifically amended and modified
herein, the terms of the Contract shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the day of May, 2002 as to Buyer and on the
day of May, 2002 as to Seller.
ZAUaerATemp1WPMFV13)9-1Tsmendmena3.wpd
BUYER:
UNITED REAL ESTATE VENTURES,
INC., a Florida corporation
By:
Its:
SELLER:
KEY BISCAYNE ISLAND STANDARD,
INC., a Florida corporation
By:
Its:
Page 2 of 2