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HomeMy Public PortalAbout1993-55 Authorizing Mayor to execute agreement with C.G. Rebozo for purchase of PropertyRESOLUTION NO. 93-55 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE MAYOR TO EXECUTE THE ATTACHED AGREEMENT ON BEHALF OF THE VILLAGE WITH C. G. REBOZO AND PRECISION VALVE CORP. FOR THE PURCHASE OF THOSE CERTAIN PARCELS OF REAL PROPERTY LOCATED IN KEY BISCAYNE, DADE COUNTY, FLORIDA, AS MORE PARTICULARLY DESCRIBED IN SCHEDULE "A" ATTACHED TO AND MADE PART OF THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: SECTION 1. The mayor is hereby authorized to execute the attached agreement on behalf of the Village with C. G. Rebozo and Precision Valve Corp. for the purchase of real property located in Key Biscayne, Dade County, Florida at a cost not to exceed $9,098,518.00. SECTION 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 9th DAY OF November , 1993. R JOHN F. FESTA VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: VILLAGE ATTORNEY PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made and entered into by and between C. G. Rebozo, and Precision Valve Corp., a New York Corporation (collectively Key Biscayne covenants and referred to herein as "Seller"), and the Village of ("Purchaser"). In consideration of the mutual promises set forth in this Agreement and other good and :luable consideration, the receipt and sufficiency of which are acknowledged by the parties to this Agreement, agree to the following terms and conditions. 1. PURCHASE AND SALE. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller those certain parcels of real property located in Key Biscayne, Dade County, Florida, as more particularly described in Exhibit "A" attached to and made a part of this Agreement (the "Realty"), together with the following other property: 1.1 All equipment and other items of property (if any) whatsoever used or useful in the operation, repair and maintenance of the Realty, situated on the Realty, and owned by Seller; 1.2 All deposits, licenses, permits, and contract rights pertaining to 1.3 way, riparian the parties ownership and/or operation of the Realty; All strips, gores, easements, privileges, rights -of - and other water rights, rights to lands underlying any adjacent streets or roads, and other tenements, hereditament and appurtenances, if any, pertaining to or accruing to the benefit of the Realty. All of the Realty, other property, and rights described in this Section 1 are collectively referred to herein as the "Property". 2. TIME AND EFFECTIVE DATE. If this Agreement is not executed and delivered by Seller on or before , at 5:00 p.m., this Agreement shall, after that time, be null and void and of no further force and effect. The date of this Agreement, for purposes of performance, shall be the date when the last one of Seller and Purchaser has executed this Agreement, and this Agreement has been formally approved by the Village of Key Biscayne Council (the "Effective Date"). 3. PURCHASE PRICE. The total purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property is Nine Million Ninety Eight Thousand, Five Hundred Eighteen and No/100 Dollars ($9,098,518.00). The Purchase Price is based upon $22.00 per square foot calculated on a property size consisting of approximately 413,569 square feet of Property. If pursuant to a survey of the Property performed by Purchaser pursuant to paragraph 5.2 herein, it is determined that the square footage of the Property is greater than or less than 413,569 square feet, the Purchase Price shall be adjusted accordingly based on $22.00 per square foot. 4. DEPOSIT. 4.1 To secure the performance by Purchaser of Purchaser's obligations under this Agreement, Purchaser shall deliver, upon execution of this Agreement by both parties, to the law firm of Weiss Serota & Helfman, P.A. Trust Account, as escrow agent (the "Escrow Agent"), the sum of Twenty Five Thousand and 2 No/100 Dollars ($25,000.00) by check. Upon expiration of the Inspection Period as defined in paragraph 13.2 hereinbelow, Purchaser shall deliver to Escrow Agent an additional deposit in the sum of Three Hundred Seventy Five Thousand and No/100 Dollars ($375,000.00), the proceeds of which together with the initial deposit shall be held in trust as an earnest money deposit (the "Deposit") by Escrow Agent, and disbursed only in accordance with the terms of this Agreement. Notwithstanding the foregoing, if requested by Seller in writing, Purchaser shall pay the deposit to Chicago Title Insurance Company as Escrow Agent; Seller shall pay all fees and costs charged by Chicago Title Insurance Company for its services as Escrow Agent. Escrow Agent shall use its good efforts to invest the Deposit in an interest bearing account, certificate of deposit or repurchase agreement maintained with or issued by a commercial bank or savings and loan association doing business in Dade County, Florida. All interest accrued or earned on the Deposit shall be paid or credited to Purchaser except in the event of a default by Purchaser, without any default of Seller, in which event the interest shall be disbursed to Seller, together with the Deposit, as liquidated damages in accordance with Section 8 below. Purchaser and Seller acknowledge that if the Deposit is at any time in excess of $100,000 then it shall not be insured, and both parties hold Escrow Agent harmless from all losses and costs and liabilities which may accrue or be incurred related to such lack of insurance. 4.2 The Purchase Price shall be paid to Seller as 3 follows: $ 400,000.00 $ 8,698,518.00 the Deposit described in Section 4 of this Agreement, which shall be paid to Seller at Closing; approximately, in cash at Closing, subject to prorations and adjustments as provided in this Agreement, to be paid by cashier's check [drawn on a Dade County, Florida, bank or savings institution] or by federal wire transfer. $9,098,518.00 Total Purchase Price. 5. TITLE. 5.1 Within twenty (20) days of the Effective Date, Seller shall, at Seller's expense, deliver to Purchaser's attorneys, Weiss Serota & Helfman, P.A., Attention: Stephen J. Helfman, Esq. a complete Abstract of Title setting forth all matters of record affecting the title to the Realty from the earliest public records to a date subsequent to the date of this Agreement. The Abstract shall, at Seller's expense, be recontinued or, at Purchaser's election, a computer title update shall be obtained, within ten (10) days before Closing. The Abstract and update shall show Seller to be vested with good, marketable and insurable fee simple title to the Realty, free and clear of all liens, encumbrances, leases and tenancies, except the following permitted exceptions (the "Permitted Exceptions"): 5.1.1 Ad valorem real estate taxes for 1993 and subsequent years; 4 5.1.2 All applicable zoning ordinances and regulations; and 5.1.3 Covenants, conditions, restrictions, rights -of -way and easements which do not affect the marketability and insurability of the Property; Title shall be deemed good, marketable and insurable only if Purchaser can obtain, at Purchaser's expense, a commitment for an Owner's ALTA Marketability Policy from Attorneys' Title Insurance Fund, Inc., or other national title insurer reasonably acceptable to Purchaser, at standard rates, containing no exceptions other than the Permitted Exceptions. 5.2 Within the time period for examining title, Purchaser may order, at Purchaser's expense, a survey (the "Survey") of the Realty meeting the minimum technical standards of the Florida Board of Land Surveyors, certified to Purchaser and to Purchaser's title insurer and prepared (or recertified) as of a date subsequent to the date of this Agreement, setting forth the total number of square feet and acres in the Realty and the location of all improvements, utility and other easements, either visible or recorded, and recording references of them, and elevation and flood zone information. If the Survey shall reflect any encroachment, overlaps, unrecorded easements or similar rights in third parties, or any other adverse matter not specifically provided for in this Agreement, then the same shall be deemed a "title defect" to be dealt with as provided in Section 5.3 hereinbelow. The legal description on the Survey shall become Exhibit "B" which shall be attached and become part of this Agreement and which shall control in the event of any discrepancies between it and Exhibit "A". 5.3 Purchaser shall examine the Abstract and the Survey, and if Purchaser finds title to be defective, Purchaser shall, timely notify Seller in writing specifying the title defect(s). If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement, Seller shall use Seller's best efforts to cause such defects to be cured by the date of Closing. Seller agrees to remove by payment, bonding, or otherwise any lien against the Property capable of removal by the payment of money or bonding. At either party's option, the date of Closing may be extended, if necessary, for a period not to exceed sixty (60) days for the purpose of eliminating any title defects. In the event that Seller does not eliminate such defects as of the date of Closing as the same may be extended under the preceding sentence, or if any new "title defects" appear from the date of certification of the Abstract through the date of Closing, which Seller does not eliminate as of the date of Closing, Purchaser shall have the option of either: (i) closing and accepting the title "as is," without reduction in the Purchase Price (except for any lien or title defect that can be removed by the payment of money or bonding by Seller) and without claim against Seller for such title defects, in which event Closing shall take place ten (10) days after notice of such election, or on the Closing Date, whichever is later; or (ii) canceling this Agreement, in which event Escrow Agent shall return the Deposit together with all interest earned thereon to 6 Purchaser. Upon such return of the Deposit, both parties shall be released from all further obligations under this Agreement, unless such defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by the defects. 5.4 The Closing shall be in escrow unless Seller shall execute at Closing an affidavit and indemnification agreement, acceptable to Purchaser's tits insurer, for "gap coverage." If such "gap coverage" is not obtained, the following shall be the escrow procedure: The deed shall be recorded and the Abstract continued at Purchaser's expense, to show title in Purchaser, without any encumbrances or change from the date of the last certification on the Abstract which would render Seller's title unmarketable and the proceeds of the sale shall be held in escrow by Escrow Agent for a period of not longer than five (5) business days from and after Closing. If Seller's title is found to be unmarketable, Purchaser shall, within said five (5) day period, notify Seller in writing of the defect and Seller shall have thirty (30) days from date of receipt of such notification to cure the defect. In the event Seller fails to timely cure said defect, all monies paid under this Agreement shall, within five (5) days after written demand from Purchaser, be returned to Purchaser and, simultaneously with such repayment, Purchaser shall vacate the Property and reconvey it to Seller by special warranty deed. In the event Purchaser fails to give timely notice of title defects, Purchaser shall take title as is but without waiving any rights 7 against Seller as may be available to Purchaser by virtue of warranties contained in the deed. 5.5 The provisions of this Section 5 shall survive the Closing. 6. SELLER'S REPRESENTATION, WARRANTIES AND COVENANTS. 6.1 Seller represents and warrants to Purchaser and covenants and agrees with Purchaser as follows: 6. .1 Seller has not entered into any contracts, subcontracts, arrangements, licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or oral, affecting all or any portion of the Property, or the use of it. 6.1.2 There are no (i) existing or pending improvement liens to be made by any governmental authority affecting the Property; (ii) violations of building codes and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations, orders or requirements affecting the Property; (iii) existing, pending or threatened lawsuits or appeals of prior lawsuits affecting the Property; (iv) existing, pending or threatened condemnation proceedings affecting the Property; or (v) existing, pending or threatened zoning, building, downzoning petitions, proceedings, restrictive allocations or similar matters that could affect Purchaser's use of the Property; 6.1.3 Seller is vested with good and marketable and insurable fee simple title to the Property subject only to the Permitted Exceptions listed in Section 5 hereinabove. 6.1.4 Seller shall comply prior to Closing with all laws, rules, regulations, and ordinances of all governmental authorities having jurisdiction over the Property; 6.1.5 To the best of Seller's knowledge, Seller has not done nor allowed anything which could cause toxic or hazardous materials or waste to be present in, on or about the Property, and has no knowledge of any such materials or waste being or ever having been in, on, or about the Property or adjacent properties. To the best of Sellbr's knowledge, no toxic or hazardous materials or wastes have been, are or shall be stored on or under the Property or on or under property adjacent to it, which have or will have an adverse effect upon the use, development and/or value of the Property; all trash, if any, located on the Property shall be removed prior to Closing. 6.1.6 All impact fees, user fees and assessments relating to the Property have been paid and the benefits of them are assignable to Purchaser without additional cost to Purchaser; 6.1.7 The number of acres comprising the Property, net of all existing and pending dedications, easements, rights -of -way and deed restrictions is approximately 413,569 square feet; 6.1.8 There are no agreements currently in effect which restrict the sale of the Property; 6.1.9 Seller has the right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by it; neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by it nor the fulfillment of nor the compliance with the terms, conditions and provisions of this Agreement will conflict with or result in a violation or breach of any relevant law, or any other instrument or agreement of any nature to which Seller is a party or by which it is bound or may be affected, or constitute (with or without the giving of notice or the passage of time) a default under such an instrument or agreement; no consent, approval, authorization or order of any person is required with respect to the consummation of the transactions contemplated by this Agreement; 6.1.10 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 Property 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 Property, or otherwise impose liability on Purchaser; 6.1.11 At all times during the term of this Agreement and as of Closing, all of Seller's representations, warranties and covenants in this Agreement shall be true and correct; no representation or warranty by Seller contained in this Agreement and no statement delivered or information supplied to Purchaser pursuant to this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements of information contained in them or in this Agreement not misleading. 6.2 The provisions of this Section 6 and all other representations, warranties and covenants of Seller shall survive the Closing. 9 7. CONDITIONS PRECEDENT. 7.1 An express condition precedent to Purchaser's obligation to close this transaction is the truth and correctness of all of Seller's representations and warranties and the fulfillment of all of Seller's covenants at all times during the term of this Agreement and as of Closing, and no inquiry, analysis or examination made by Purchaser (or the results of them) shall reduce, limit or otherwise affect said representations, warranties and covenants. 7.2 The following item is an additional condition precedent to Purchaser's obligation to close this transaction. 7.2.1 Purchaser shall have obtained the necessary approval of this Agreement from the Village of Key Biscayne Council. 7.3 In the event (a) any of Seller's representations and warranties are not true and correct or (b) Seller's covenants are not fulfilled or (c) all other conditions precedent are not met as of Closing (or earlier specified date, if any), then Purchaser shall have the option of either: (i) in the event of (a) or (b) above, holding Seller in default under this Agreement; or (ii) in the event of (c) above, waiving the condition precedent and closing "as is" without equitable reduction in the Purchase Price. 7.4 The provisions of this Section 7 shall survive the Closing. 8. DEFAULT PROVISIONS. 8.1 In the event of the failure or refusal of Purchaser to close this transaction, without fault on Seller's part and - 10 - without failure of title or any conditions precedent to Purchaser's obligations under this Agreement, Seller shall have the right to receive the Deposit together with all interest earned thereon as agreed and liquidated damages for said breach, as Seller's sole and exclusive remedy for the default of Purchaser, whereupon the parties shall be relieved of all further obligations under this Agreement. 8.2 In the event of a default by Seller under this Agreement, Purchaser at Purchaser's option shall (i) have the right to receive the return of the Deposit together with all interest earned thereon or, alternatively, (ii) Purchaser shall have the right to seek specific performance of Seller's obligations under this Agreement, without thereby waiving damages. 9. PRORATIONS. 9.1 Real estate taxes, interest, cost and revenues and all other proratable items shall be prorated as of the date of Closing. In the event the taxes for the year of Closing are unknown, the tax proration will be based upon such taxes for the prior year and, at the request of either party, such taxes for the year of Closing shall be reprorated and adjusted when the tax bill for the year of Closing is received and the actual amount of taxes is known. 9.2 The provisions of this Section 9 shall survive the Closing. 10. IMPROVEMENT LIENS. 10.1 Certified, confirmed or ratified liens for governmental improvements or special assessments as of the date of Closing, if any, shall be paid in full by Seller, and pending liens for governmental improvements or special assessments as of the date of Closing shall be assumed by Purchaser, provided that where the improvement has been substantially completed as of the date of Closing, such pending lien shall be considered certified. 10.2 The provisions of this Section 10 shall survive the Closing. 11. DOCUMENTARY STAMPS AND INTANGIBLE TAXES. At Closing, Seller and Purchaser shall each pay one-half (1/2) of the documentary stamps and surtax, if any, due on the warranty deed of conveyance. Each party shall bear the recording costs of any instruments received by that party, except that Seller shall pay the recording costs on documents necessary to clear title. 12. CLOSING. 12.1 Subject to other provisions of this Agreement for extension, closing on the transaction described in this Agreement (the "Closing") shall be ten (10) days from the date (a) the Purchaser has obtained a commitment for an Owner's ALTA Marketability Policy subject only to the Permitted Exceptions; and (b) the Purchaser has received and approved the results of all environmental tests or investigations performed on the Property (the "Closing Date"), at the offices of the attorneys for Purchaser, Weiss Serota & Helfman, P.A., at 2665 South Bayshore Drive, Suite 204, Miami, Florida 33133. 12.2 Seller shall convey title to the Property by good - 12 - and sufficient Statutory Warranty Deed subject only to the Permitted Exceptions described in Section 5 above. Seller shall also deliver at Closing to Purchaser: 12.2.1 a mechanic's lien affidavit in form acceptable to Purchaser's title insurer to delete the standard exception relating to such liens in Purchaser's owner's title insurance policy; 12.2.2 an affidavit that there are no unrecorded easements and that Seller has exclusive possession of the Property; in a form acceptable to the title insurer to delete the standard exception relating to such liens in Purchaser's owner's title insurance policy; 12.2.3 an affidavit that Seller has done nothing to change the state of facts shown on the Survey; 12.2.4 the gap affidavit and indemnification described in Section 6 above, if applicable; 12.2.5 instruments necessary to clear title, if any, including those required to remove standard exceptions from the title policy; 12.2.6 appropriate assignments of all leases, deposits, licenses, easements, rights -of -way, contract rights, intangible rights and other property rights included in this transaction; 12.2.7 appropriate restatements of Seller's covenants, representations and warranties which are to survive Closing; 12.2.8 an affidavit that the Property is not the sole asset of Seller or essential to its business, or satisfactory evidence that the shareholders of Seller have ratified this transaction; 12.2.9 evidence that there are no state or county security interest filings or sheriff's writs of execution against any of the property; 12.2.10 appropriate evidence of Seller's corporate or partnership existence and authority to sell and convey the Property, including without limitation: a certified copy of Seller's articles of incorporation, or a certificate from the Secretary of State of Florida of qualification to transact business in Florida together with certified copies of any document filed with such articles; a certificate of due incorporation and good standing from the appropriate governmental authorities; a - 13 - certificate from the Secretary of State of Florida that Seller has registered under the RICO Act; and a certified copy of the resolution of Seller's board of directors identifying Seller's officers and authorizing this transaction and authorizing its officer(s) to execute all requisite documents, including the Statutory Warranty Deed; 12.2.11 any an all guarantees and warranties on all property (if any) conveyed pursuant to this Agreement, with assignment of all rights under the guarantees and warranties; 12.2.12 a non -foreign certificate and other documentation as may be appropriate and satisfactory to Purchaser to meet the non -withholding requirements under FIRPTA and any other federal statute or regulations (or, in the alternative, Seller shall cooperate with Purchaser in the withholding of funds pursuant to FIRPTA regulations); 12.2.13 an appropriate reporting form to be submitted with the deed at time of recordation. 12.3 Seller and Purchaser shall execute such other documents as are reasonable necessary to consummate this transaction. 13. INSPECTIONS. 13.1 Purchaser, and Purchaser's agents and representatives shall have the right during the term of this Agreement to enter upon the Property at all reasonable times for the purpose of inspecting or testing the Property for toxic or hazardous wastes or materials. Purchaser agrees to promptly order all environmental testing on the Property within ten (10) working days of the Effective Date of this Agreement. In the event that the investigations or tests indicate the presence of hazardous wastes or materials on or affecting the Property, or that any hazardous or toxic materials disposal activities have been conducted on the Property, the Purchaser shall have the right, at its sole option, upon proper notice to Seller, up to and including the Closing Date, - 14 - to declare this Agreement null and void by giving written notice to Seller. 13.2 During the Inspection Period, as defined below, Purchaser shall also have the right to conduct, at Purchaser's expense, whatever reasonable investigations, analyses and studies of the Property that Purchaser may deem appropriate to satisfy Purchaser with regard to: 13.2.1 the physical condition of the land and any improvements located on the Property; 13.2.2 the physical condition of any fixtures, equipment, furnishings and other items of property referred to in Subsection 1.1 above; 13.2.3 the permitted uses of and improvements to the Property under applicable building and zoning ordinances and the present compliance or non-compliance with the same; 13.2.4 all existing contracts, agreements, leases and tenancies affecting the Property, if any; and 13.3 If Purchaser is dissatisfied, for any reason and in Purchaser's exclusive judgment, with the result of Purchaser's investigations, then Purchaser may cancel this Agreement by notifying Seller of such cancellation on or before 5:00 p.m. on the thirtieth (30) day (assuming it is a business day, otherwise on the next ensuing business day) following the Effective Date (the "Inspection Period"), whereupon Escrow Agent shall return the Deposit together with all interest earned thereon to Purchaser and both parties shall be released from all further obligations under - 15 - this Agreement. No inquiry, examination, or analysis made by Purchaser (or the results of them) shall reduce, limit or otherwise affect the representations and warranties made by Seller in this Agreement. 13.4 Notwithstanding any provisions in this Agreement to the contrary, Purchaser does and shall indemnify and hold harmless Seller, its agents, employees, successors and assigns, against all losses, claims, damages, liability, attorneys' and accountants' fees and costs of litigation and all other expenses related to, growing out of, or arising from the inspection of or entry upon the Property, or other acts undertaken by Purchaser, its agents, employees or assigns, under this Agreement. If Purchaser does not close on the purchase of the Property under this Agreement, it shall return the Property to the condition in which it existed prior to any inspections undertaken by Purchaser, its agents, employees and assigns pursuant to this Agreement. 13.5 The provisions of this section shall survive the Closing or the termination or cancellation of this Agreement. 14. NOTICES. Any notices required or permitted to be given under this Agreement shall be delivered by hand or mailed by certified or registered mail, return receipt requested, in a postage prepaid enveloge or delivered by a nationally recognized overnight delivery service, and addressed as described below; notices shall be deemed effective only upon receipt or refusal of delivery. Notices to Purchaser: Village of Key Biscayne 85 West McIntyre Street - 16 - Key Biscayne, Florida 33149 Attn: C. Samuel Kissinger, Village Manager With a Copy to Notices to Seller: Weiss Serota & Helfman, P.A. 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Attention: Stephen J. Helfman, Esq. C. G. Rebozo 524 Fernwood Road Key Biscayne, Florida 33149 Precision Valve Corporation, a New York Corporation 51 Pondfield Road Boxville, NY 10708 Notices to Escrow Agent: Weiss Serota & Helfman, P.A. 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Attention: Stephen J. Helfman, Esq. 15. FINANCING. Seller acknowledges that Purchaser may seek a loan to purchase and/or develop the Property from a financial institution of Purchaser's choice. Such loan may be for the acquisition, development or construction of improvements to the Property. While this Agreement is not subject to financing, Seller agrees to fully cooperate with Purchaser and Purchaser's lender in Purchaser's efforts to obtain such financing. 16. ESCROW AGENT. 16.1 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. Escrow Agent is the law firm representing Purchaser. In the event of a dispute between the parties, the parties consent to Escrow Agent continuing to - 17 - represent Purchaser, notwithstanding that Escrow Agent shall continue to have the duties provided for in this Agreement. 16.2 Escrow Agent may (a) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) 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 in any manner for the sufficiency or correctness 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. 16.3 The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys' fees and costs including appellate proceedings, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the result of Escrow Agent's gross negligence or willful malfeasance. Escrow Agent shall be vested with a lien on all property deposited under this Agreement for the purpose of such indemnification, and for any other expense, - 18 - fees or charges or any character or nature, which may be incurred by Escrow Agent in its capacity as escrow agent. Escrow Agent has and shall have the right, regardless of any instructions, to hold the property deposited in escrow until and unless said additional expenses, fees and charges shall be fully paid. 16.4 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. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees, including those for appellate matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action and charge its usual and customary legal fees for such representation, and the court shall award such attorneys' fees, including those for appellate matter and for paralegals and similar persons, to Escrow Agent from the losing party. Escrow Agent shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. 16.5 Escrow Agent may consult with counsel of its own choice, including counsel within its own firm, and shall have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be - 19 - liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its gross negligence or willful misconduct. 16.6 Escrow Agent may resign upon five (5) days' written notice to Seller and Purchaser. If a successor escrow agent is not appointed jointly by Seller and Purchaser within the five (5) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. 16.7 The provisions of this Section 16 shall survive the Closing and also the cancellation of this Agreement. 17. RISK OF LOSS. 17.1 The Property shall be conveyed to Purchaser in the same condition as on the date of this Agreement, ordinary wear and tear excepted. Seller shall not remove anything from the Property between the date of this Agreement and Closing. 17.2 Upon receipt of an offer or any notice or communications from any governmental or quasi -governmental body seeking to take under its power of eminent domain all or any portion of the Property, Seller shall promptly notify Purchaser of the receipt of same and shall send such communication, or a copy of it, to Purchaser. Upon receipt of such notice, Purchaser shall have the right to rescind this Agreement by delivery of written notice to Seller within sixty (60) days of Purchaser's receipt of the communication from Seller. In the event Purchaser elects to rescind, the Purchaser shall receive a refund of the Deposit together with all interest earned thereon, in which case both - 20 - parties shall be relieved of all further obligations under this Agreement. In the event Purchaser elects not to rescind, then Purchaser shall be entitled to all condemnation awards and settlements and the property so taken or sold shall not be subject to this Agreement. Seller and Purchaser agree to cooperate with each other to obtain the highest and best price for the condemned property. 17.3 In the event that the Property is damaged or destroyed by fire or other casualty prior to Closing, Seller shall repair and restore the Property to the same condition as before the fire or casualty, and the Closing shall be deferred for up to sixty (60) days to permit such repair and restoration. If Seller is unable to repair and restore within such sixty (60) day period, then Purchaser shall have the option of: extending the (60) day period for an additional thirty (30) days, or canceling this Agreement and receiving a refund of the Deposit together with all interest earned thereon, in which case both parties shall be released from all further obligations under this Agreement, or proceeding with the Closing, in which case Purchaser shall be entitled to all insurance proceeds (subject to the rights of the holder(s) of the Existing Mortgage), and to a credit equal to the insurance deductibles, and to a credit equal to the replacement cost not covered by insurance proceeds and deductibles. 18. INDEMNITY. 18.1 Seller shall and does indemnify and hold Purchaser harmless from any and all liability, including costs and attorneys' - 21 - fees, including those for appellate proceedings; 18.2 for services rendered prior to Closing under any contracts for services to the Property existing now or at any time prior to Closing; 18.3 The provisions of this Section 18 shall survive the Closing. 19. MISCELLANEOUS. 19.1 This Agreement has been negotiated and executed in Florida; it shall be construed and governed in accordance with the laws of the State of Florida, without application of conflicts of laws principles. 19.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 19.3 In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable accountants' and attorneys' fees and court costs, including those for appellate proceedings and for paralegals and similar persons. Wherever provision is made in this Agreement for "attorneys' fees," such term shall be deemed to include accountants' and attorneys' fees and court costs, whether or not litigation is commenced, including those for appellate proceedings and for paralegals and similar persons. 19.4 Whenever used in this Agreement, the singular shall include the plural, the plural shall include the singular, any 22 - gender shall include every other and all genders, and captions and paragraph headings shall be disregarded. 19.5 The captions in this Agreement are for the convenience of reference only and shall not be deemed to alter any provision of this Agreement. 19.6 Any reference in this Agreement to time periods less than six (6) days shall, in the computation thereof, exclude Saturdays, Sundays, and legal holidays; any time period provided for in this Agreement which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next full business day. 19.7 This Agreement constitutes the entire agreement between the parties and may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 19.8 All of the terms of this Agreement, including but not limited to the representations, warranties and covenants of Seller, shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and assigns. 19.9 Typewritten or handwritten provisions which are inserted in or attached to this Agreement as addenda or riders shall control all printed or pretyped provisions of this Agreement with which they may be in conflict. 19.10 Time is of the essence as to all material terms of this Agreement. - 23 - EXECUTED as of the date first written above in several counterparts, each of which shall be deemed an original, but all of which constitute only one agreement. Signed, sealed and delivered in the presence of: (As to Seller) (As to Seller) (As to Purchaser) SELLER: C. G. Rebo z o Date Executed: /J SELLER: Precision Valve Corporation, a New York corporation By 4Z4V/ Its: Date Executed: PURCHASER: Village of Key Biscayne By / i Jhn Festa, Mayor D. a Executed: " " RECEIPTS The undersigned Escrow Agent acknowledges receipt of a check, subject to clearance, in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00) to be held as the Deposit pursuant to the foregoing Agreement. ESCROW AGENT: WEISS SEROTA & HELFMAN 2665 South Bayshore Drive Suite 204 Miami, Florida 33131 (305) $54-0800 i A J0Fit('. i OF TRACT ,t,• sj9Os CA i : +'C'r*m:A a w♦'w_..,�• ESTAIL AOCORDV4G TO 114. PUT THEREOF RECORDED 1H FLAT bi".•v. AT PAGE 86, OF lit PUBUC RECCROS OF DADE COUNTY, F, ORH A BE MORE PARTICULARLY =WED AS FOLLJMISc 8EGINNING AT THE. SCUTHEAST CORKER OF UM TRACT %NT IFS (S90 W) ALONG THE SOUTH LINE OF SAID TRACT 5.A DISTANCE. V" 40277 FEET TO A PCINT OFIRERSECTION NTH CIRMAR i cW CONCAVE TD T Nat1HVIEST, SAID POINT BEARS S.8221`OB'E. FROM I'S CENTER; THEIO NORTHERLY ALONG SAID CURVE HAVING FOR ITS ELEMENTS A RADIUS ff 1365.00 FET.A (ELTA ANGLE .F 1877121e FOR AN ARC DISTANCE al 439.69 FEET TO .A PONT OF REMISE. CURVATURE: 1HFNCE ALONG A QRCUTAR cow COSICAVE 1D De NORTHEAST HAW 4G FOR ITS F atENTS A RADIUS 7 2855.80TE T A. DELTA ANGLE Of 00'0''27 FOR AN ARC DISTANCE OF. 112 •FT DICE N.8110'24'E FOR !06.59 FEET: THENCE 5.88'46'01` E. FOR 298.82 FEET TO. ITS INTERSECTION WIH A =CUR amvE ,.CONCAVE TO 'THE -VEST -ON 1HE WESIERLY RIGHT OF RAY L •7 Comm BOULEVARD SAID POINT KtARS S.8"1737W. FRO .415 CaiTEitf- - SOUTHEEY ALONG SAO RIGHT OF WAY AND CURL TROUGH A DELTA •AAGLE OF 14'36'50' A RADIUS 0C 1763.00 F�1 FOR Mt• ARC DISTANCE OF 45118 --FEET TO TIE POINT OF BEQNNINC. CbNTA:teNt. 160,954.2 STPRE FEET OR 4.1541 ACRES WE OR ASS. AND THAT POIYAON 00:1RACIS 7, ON OF A •PORTION OF UA11=ESC)4 ESTME. ACCCRDINO TO THE PUTIIT RECF RECORDED N PUTT BOCK 46, AT PACE BS, OF THE PE1C RECCRCS OF DADE COUNTY. FL.OR:DA. 6 'NG MORE PARTICIL)&Y tIESCREE11 AS Mae EEGIti AT THE NORiltaIRM pee Of SAID TRACT 7. SAT ROIL`' LYING MIA -cuitvcsatem TO TIC NORTHVIEST SAID POINT EARS si4a DE a?ITER .Cf SAM CURVE TIEIiCE SCLIIIIKSIEnt !LONG ME :E)$ITB Y BOUNDARY OF SAID TRACT 7 ALONG SANG CUitVE HA IG FOR ' Ii'S'$EiE (1S A RADIUS OF 1765.00 FEET, A DELTA MGM Of 11'05'38' FCC. Ali ARC DISTANCE CF 341.75 FEET: THENCE N 99431Irt FCR 42443 -FEET TO A POINT OF INTERSECTICN rh A CIRCIAAR CURVE =CAVE TO. THE NOR1H ST SAID POINT BEARS S.67'4T44' E. FROM THE CSR CF SAID CURVE: THE I4CE mummy .aNG THE 11ESTERLY BOUNDARY'tF SAIL1RACY 7, AND SAID aim HAM FOR ITS. EIEMENTS A VDUS Cr 1365.00 FEET A DELTA ANGLE OF 14'33`T4' FOR:AltARC DDSTMCE .OF 346.79 FEET: THENCE EAST (N 90 E.) ALONG -11 -SORTH UNE 7 SAID TRACT 7 FOR 402.77 FEFn 10 THE POINT - OF ilEgiNINCLCONTANING 137.5143 SQUARE FEET OR 3.1369 ACM YORE CR -IiS3ti': , AND A prar OM OF MAC' 7. S•JED l v t S $ ON OF A PORTION OF MAI r+t .:ON ESTATE. A::'Jp:1. YG rO THE PIA' T•IEPEOF RECORDED IN PLAT 8+0?K 4b. v8 AT PAG S OF S •i= RUBL l C RECCRD1 OF DARE CCUNT I : FLORIDA. B.. UG E PART:+.k,LARL1 3ESCR I QED AS FOLLOW✓ . C:0"-, =_4-E AT THE t4ORTd :.STCRLVe cc,,••er r': SIO D TRACT T. SA t D POi 4T L- MG JN A Ci RCUI_AW cpAYE :C:OFI:C.ty. me NORTHWEST SAO POINT BEARS S . 84 5.33 E - FROM.,TRIBE CENTER OP SAID CURVE: THENCE SOti rit4W€ STE'R:. Y ALONG THE EASTERLY iDUNDARv OF .SAID TRACT 7 AND ALONG SA' Q RVE "14Av I NG FOR 1 TS. a1:f31'ENTS. -A Rtt10t138 OF 1785.00 FEET, A DELTA .ANGLE' OF 11' -OS' 3t" FOR. AN ARC.p1 S1'MCL JF 341.75 FEET TO THE PO PO MW EEG t Nil I RG : THENCE CQNTJ NUt ALONG SA4 0..CUR V E HAI UMG * 4 RA4tU_. Of 17S5.00 FEET A- DELTA ANGLE OF. T=.35 ' ?2" FOA Ah kRC D ; STANcL .OF 222.63 FEET; THENC£ -WEST- t S . 90 W.: ALONG THE NORTH L : NE OF THE SOUTH 247.31 FEET OF SAID` TR&T' 7., FOP 44G. t? FEET TO .TS 1,,=EwiECT 1OMI WON A CURVE OONCAVE•'1I.r'?NE SOUTHEAST SAID vO i NT BEARS. 4.671. 1.04.-W. FROM THE !.:ENTER OF SAID -CURVE: TMENC>= NORTI+EASTER0, ALCN( iA1 D CURVE AND THE W£STERL' .LINE Of SAID TRACT T HAVING cOR ITS E_EMENTS A RACIUS OF T8UE.77.FEET A DELTA ANGLE OF 4 34'36"TG A POINT Of REVERSE CURVATuRESAM POINT .REARS $.63;18'32"E. FROM ITS ZWTER : THENCE MORTHE& TORA ALONG TKE WESTERLY BOuNOARY Of SAID " RACT 7, ALONG A CI1M EAR CURVE OOIICAVE TO THE 'I!)RTMNEST HA: t Nt7 FOR ITS-ELE'4ENTS A RAOFUS OF •1385000 FEET J DELTA ANGLE OF FOR ' AM ARC OI STANGf. OF 107.11 FEET; THENCE S89' -5 13'E. FOR' 4a♦.C3 cEET To THE RpiNT OF BEGINNING. CONTAINING 95.100.5 SQUARE FEET OR 2.1832 AQAES MOE OR LESS. - EXHIBIT "A"