HomeMy Public PortalAbout1993 Rebozo-Police Parking and Tree Farm Property.tifWEISS SEROTA & HELFMAN, P A
A ARANGO D A HOZ
EDWARD 0 GUED 2
ST PHEN J HE MAN
G BERTO PASTOR ZA
E EN NO N SAU
JOSEPH H SEROTA
ROBERT T SCH
R CHARD A WE 55
ATTORNEYS AT LAW
2665 SOUTH BAYSHORE DRIVE
SUITE 204
MIAMI FLORIDA 33133
TELEPHONE (305) 854 0800
TELECOPIER (305) 854 2323
November 22, 1993
VIA TELECOPY AND HAND DELIVERY
C Samuel Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
RE Purchase of Rebozo Property
Dear Sam
BROWARD 0 FICE
500 SOUTHEAST 6 STREET
SUITE 200
FORT AUDERDALE OR DA 3330
TE HO (305) 763 1189
Enclosed are two original fully executed copies of the
Purchase and Sale Agreement The effective date of the Agreement
should be November 18 1993, the date the last of the parties
executed the Agreement
The initial deposit in the amount of $25,000 00 should be paid
immediately to Weiss Serota & Helfman P A Trust Account as the
escrow agent for this transaction
We have ordered a survey of the property with Ford, Armenteros
& Manucy and have initiated a proposal request from Missimer
Division for the environmental testing of the property
Should you have any questions regarding this matter please
contact us
Very truly yours,
laan Ara
LAD/mab
103 001
Enclosure
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 referred to herein as Seller ), and the Village of
Key Biscayne ( Purchaser ) In consideration of the mutual
covenants and promises set forth in this Agreement and other good
-and valuable-consideratior thE- receipt and sufficiency of wl^ich
are acknowledged by the parties to this Agreement the parties
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 ownership and/or operation of the Realty,
1 3 All strips, gores easements, privileges rights -of -
way, riparian 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 approves 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
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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 Agree-erlt Notwithstanding the foregoing, 2f
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
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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
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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 o- 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
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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 (1) 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
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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 title 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 an 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 falls to give timely notice of title defects
Purchaser shall take title as is but without waiving any rights
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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 1 Se--er1Qs 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 Seller 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
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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
transactior$ ^ontemplated 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
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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 a`fect sa-d 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 (1) in the event of (a) or (b)
above, holding Seller in default under this Agreement, or (11) 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
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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 tree event of a default by Seller under this
Agreement Purchaser at Purchaser s option shall (1) 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
tnis 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
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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
easements
in a form
exception
insurance
to change
described
any
the
12 2 2 an affidavit that there are no unrecorded
and that Seller has exclusive possession of the Property
acceptable to the title insurer to delete the standard
la rg to such liens in Purchaser - Drier s title
policy
12 2 3 an affidavit that Seller has done nothing
the state of facts shown on the Survey,
12 2 4 the gap affidavit and indemnification
in Section 6 above, if applicable,
12 2 5 instruments necessary to clear title if
including those required to remove standard exceptions from
title policy
12 2 6 appropriate assignments of all
deposits, licenses, easements, rights -of -way, contract
intangible rights and other property rights included
transaction
leases,
rights,
in this
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
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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
torn..nt the non -withholding requirements under FIRPTA and any other
federal statute or regu73t_ons (or, in the alternative, SP11er
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,
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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
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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, c,tage::, liability, attorneys and arrci ntants
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 mall, return receipt requested, in a
postage prepaid envelope 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
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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 Va17e 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
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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 adv�ce or instructions in connection with the orcvzsions 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
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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
uhe-r 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 s,,cc,s..or
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 than 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
Flcr da 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 hn- day-, 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 Sesser)
ifd2-16---74;e76,-----c--
SELLER
C G Rebozo
Date Executed
SELLER
It -i7-93
Precision Valve Corporation, a
New York corporation
By ��Li+hf , r
ao 1.4020,c7O Its
(As to Seller)
(As to Purchaser)
Date Executed
PURCHASER
Village of Key Biscayne
By
Date
- 24 -
a 3,4474_
Festa, Mayor
Executed
A 'D^riC3t G TRAC 518Th tCh C- ;1Ck11,A s u^TI+ .t
ESTATE. ACCORDINC TO TIN. Pilo THEREOF RtCOfd7ED 'H "L. u- •6
AT PAGE 86 OF THE PUBIC RECQNDS 11F DADA COUNTY FLOP n 89h..
MORE PARICULAE6.T DESCRIT E[.' AS FOLLOWS:
REGNAINC A THE SOUTHEAST CORNER tf SAID TRACT 5 'hoNa A'S
(S90 W) ALONG THE SOUTH LINE Or SAD TRACT 5. A DIS ANC 0
40277 LI T TO A PONI OF INTERSECTION RN A CIRCU.AP CURVE
CONCAVE TO 'HE NORTHWEST SAID POINT BEAR' S 8221(}SEE FROM I'<
CENTER THENCE NORTHERLY ALONG SAID CURVE HAVING FOR ITS FI FUENS
A RADIUS OF 1365.00 FETA DELTA ANGLE 7 18'27'22' FOR A4 ARC
DISTANCE OF 43969 FEET IjTO A POINT OF REVERSE CURVATURE, ThFNCE
ALONG AURICULAR an CONCAVE TD THE NORTHEAST HAHN° 'OR !TS
aELEN1S A RADIUS DF 26351048E3 A DELTA ANGLE OF 00'0 27 FOR
AN ARC DISTANCE OF t12 fi T THENCE N 8110241E OR 106 59
FEET THENCE 588 48'01` E RR 298.82 FEET TO ITS INTERSECT'CN
NIH A CIRCULAR CURVE CONCAVE TO THE WEST ON THE WESTERLY RO t
OF WAY INE OF CRANDON BOULEVARD SAID PCW1T BEARS S81 T37'W
FROWi15 CENTER lea SOUTHERLY ALONG SAID MOH T WAY AND
CURVE. TROUGH A DELTA •ANGLE OF 143650 A RADIUS OF 176500 FE'
FOR AN ARC DISTANCE OF 450,18 FEET TO Tit PONT OF BEQNMNC
CONTAINING 180,954,2 SWAM FEET OR 41541 ACRES ink OR L_SS
AND
THAT PORTON d`1RACTT 7 SIE)VISON OF A PORTION OF MATHESON
ESTATE, ACCARDW$ 1D THE PRATIFEREOF RECORDED IN PLAT BOW 46
4T PAGE 86 OF THE PUBLIC RECCRIT OF DADE COUNTY FLOR!Dk 5 RF
MORE PARTICULARLY RESUMED AS FOLLOWS.
BEGIM AT THE NORtRELVIERI24 CANER OF SAD TRACT 7 SAL DON
LEI NG QI A CIRCULAR CURVE CONCAVE TO THE NORTHWEST SAID PANT
BEARS S64Vi33 E. (RN NE tau or SAID CURVE, THENCE
971131 FS1ER Y MGI4G I1£ EA$1ERLY BOUNDARY Cr SAID MAC' ALONG
SAID CUR* RAVING FOR 115 N}ENEt115 A RADIUS OF 1165.00 FEET A
DELTA ANGLE OF 11'O5'381 R3R AN ARC DISTANCE C. 34175 Tar
THENCE N S9'S113. I RR 42403 FEET TO A PONT Cr INTERkcTION
NTH A CIRCULAR CURVE t�O�CIVE TO 1HF NUHS5410 PONT BEARS
5674744 E FROM THE {ER1ER OF SAID CURVE. THENCE N0RTPPRLT
ALCRC THE WESTERLY BOUNDARY CE SAUL1RAC1 7 AND SAID CURVE
HANG FOR 113 ELEMENTS A RADIUS OF 1385.00 META -0ELTA ANGLE
Gf 1453'24 FOR AN ARC DISTANCE 7 34679 FEET THENCE EAST
(N 90 E) ALONG THE NORM LNF OF SAID TRACT 7 FOR 402 77 FEET
TO NE POINT W FEARRON: CONTAINING 137.514E SQUARE EV OR
11569 ACM MQ;E CR Win
AND
A 9 R ON OF 'RAC T c,80'YISION OF . PORTION OF MA He OA -S"A-c
A:.^Jc m( TO 'HE P_A" T"IERfOr RECORDED, IN PLAT BOOK 46 AT PAM: BE
OI i PUBLIC RECORDS OF DADE COUNTY FLOR DA 5t IG P -RE
PAR' .J,tAQ- DESCRIBED AS FOLLOWS
:0MMc 4 E ..T THE V2^' SEC^a.7[ CORNER OF SAID TRACE - SAID PO1 WT
L VG ON A C F� -ARF curve CONCAVE "Ti. THE NORTHWEST SAID PO N'
BEAR 5 84=05 33 E. FROM THE CENTER OP SAID CURVE THENCE
SOU1$*rSTERLY ALONG THE EASTERLY BOUNDARY OF SAID TRACT 7 AND ALONG
5A Q CJRVE HAVING FOR ITT tL,CNENTS, A RADIUS OF 17E5 00 FEET A
DE -TA 4N6t.E OF 11-05 36 FOR AN ARC DISTANCE 7F 341 75 FEET TO THE
PO IT OF BEGINNING; THENCE CONT.INDE ALONG SAID CURVE HAI, NG A
RAC/0 OF 1765 OD FEE- A DECTA ANGLE OF 7 35 02 FOR AN APC
D STANCE OF 23.. 63 cE£T THENCE WEST 1S 90 N ALONG HE NORM L WE
Oc THE cOU'h 241 3'+ FEET OF SAID TRWCT 7 FDA 441, 4T "EET TO -5
NTER'IEC'IOW WITH A CURVE CONCAVE TL; 170E SOUjHEAST SAID PO NT BEARS
*. 67-53 05 W -ROM THE ENTER OF SAID CURVE THENCE NOR'HEASTERLY
ALONC A10 CURVE AND HE WEST£RLv LINE OF SAID TRACT 7 HAVING FOR
ITS E_ VENTS A RADIUS OF 1966 37 FEET 4 DELTA ANGLE or 4-34 36 TO
A POINT OF REVERSE CURVATURE SADO POINT SEARS 5 n3 -1B 32 E FROM
ITS CENTER THENCE NORTHEASTERLY ALQ$G THE WESTER' Y Rt./HOARY OF
SA40 RACT 7 ALONG A CtRCLLAR CURVE CONCAVE TO THE ')RTHAEST
HA 'KO FOR 17S ELEMEN'S A RAtilti5 or TSSS.00 FEET A DELTA ANGLE OF
4 '9 4 FOR AN ARC 0/cTANCE OF 107 16 FEET THENCE S 89-5' 13 E
cog 44A C3 FEET TO THE POINT OF BED ENING CON^A WING 95 100 5
SDUARE FEET OR 2 1837 Acgts mat OR LOSS
EXHIBIT A
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) f4-0800
J
- 25 -
LEASE AGREEMENT
This Lease Agreement (The Agreement ) is made on this
/fir,
day of , 1993, by and between
C G REBOZO (the Landlord ) and the Village of Key Biscayne
a municipal corporation of the State of Florida (the Tenant )
RECITALS
A Landlord is the owner of certain real property
located in Key Biscayne, Florida, which is more particularly
described in the attached Exhibit A (the Leased Premises )
B Tenant desires to lease from Landlord and Landlord
desires to lease to Tenant the Leased Premises in accordance
with the terms and provisions contained in this Agreement
NOW, THEREFORE in consideration of the premises and
for other good and valuable considerations the receipt and
adequacy of which are hereby acknowledged, Landlord and Tenant
agree as follows
1 Leased Premises Subject to and upon the terms,
provisions, covenants and conditions set forth in this Agreement,
the Landlord leases, demises and lets to the Tenant and the
Tenant leases, demises and lets from Landlord the Leased
Premises The Leased Premises is vacant land with the sole
improvement being old asphalt paving resulting from former
1
parking lot use and some concrete car stops The premises
are partially bounded by chain link fence
2 Terms The term of this Agreement (the Term )
shall be for a period of one (1) year commencing on the date
hereof and terminating on the day of , 1994
Landlord grants to the Tenant the right to renew this lease
annually and successively for periods of one year for four
(4) additional years The Tenant shall advise the Landlord
in writing thirty (30)
days in advance of each year s termination
date, and each renewal term of one (1) year shall be sub3ect
to all the terms and conditions and rent set forth in this
lease
3 Rent Tenant shall pay rent to the Landlord in
the amount of ONE ($1 00) DOLLAR, commencing on the commencement
date The Tenant shall pay the Landlord thereafter on the
commencement date for each year that this lease is duly renewed
Tenant shall make all rental payments to Landlord or such
other person, firm or place as Landlord may from time to
time designate in writing not later than the first day of
the commencement of the term and the first day of each renewal
term
2
4 Use The Leased Premises shall be used for Tenant s
fire/rescue operations or for any other municipal purpose
of the Village of Key Biscayne (the Intended Use )
5 Conditions of Premises Tenant has inspected and
accepted the Leased Premises in as is condition existing
at the beginning of the Term
6 Improvements by Tenant The Tenant may make improvements
and install such facilities (the improvements") on the Leased
Premises as may be required by the Intended Use Such Improvements
shall be at the sole cost and expense of the Tenant
All work to be performed under this Agreement by the
Tenant shall be performed in a workmanlike manner so as to
cause least amount of interference with Landlord s use of
its remaining property
Nothing contained in this Agreement shall constitute
any consent or requests by Landlord, express or implied,
for the performance of any labor or services or the furnishing
of any materials or other property with respect to the property
or any part thereof nor as giving Tenant any right, power
or authority to contract for or permit the performance of
any labor or services or the furnishing of any materials
or other property in such fashion as would permit the making
of any claim against Landlord with respect thereto or any
3
claim that any lien based upon the performance of such labor
or services or the furnishing of any such materials or other
property is prior to the rights of Landlord Any mechanic s
liens filed against the property for work claimed to have
been done for or materials claimed to have been furnished
to Tenant shall be discharged by Tenant within twenty (20)
days after notice of such filing, by payment, filing of the
bond required by law or otherwise and Tenant shall provide
satisfactory proof of such discharge to Landlord In default
thereof, Landlord may discharge any such mechanic s lien
by bond and the cost thereof shall be paid by Tenant to Landlord
within twenty (20) days after demand All persons to whom
these presents may come are put upon notice of the fact that
the interest of the Landlord shall not be subject to liens
for improvements made by the Tenant and liens for any improvements,
including the Improvements made by Tenant or by any person
holding the property or any portion thereof through or under
Tenant are specifically prohibited from attaching to or becoming
a lien on the interest of the Landlord in the property demised
hereunder This notice is given pursuant to the provisions
of and in compliance with Section 713 10, Florida Statutes
4
7 Governmental Approvals Tenant, at its sole cost
and expense shall be responsible for obtaining all of the
necessary governmental approvals required for the Intended
Use, including without limitation building permits (the
Governmental Approvals )
Landlord shall promptly at Tenant's request and expense
and provided that Landlord thereby assume no liability or
obligation, Join in any and all applications for any Governmental
Approvals, the granting of or entry into which, by any governmental
or quasi -governmental authority having Jurisdiction over
the Leased Premises and the Improvements is, in Tenant s
reasonable opinion, necessary to permit the Intended Use
without violating applicable law
8 Utilities
All utilities, including but not
limited to electricity and water, shall be placed, at Tenant s
expense, in the name of the Tenant and the cost of all utilities
shall be paid by the Tenant Tenant shall have the obligation
to pay all charges for utilities, taxes, if applicable, and
assessments levied upon or relative to the Leased Premises
5
9 Maintenance and Repairs
Tenant shall be responsible
for maintenance and repairs to the Leased Premises and the
Improvements Tenant agrees to maintain the Leased Premises
and the Improvements located thereon in a safe and clean
manner and in a state of good repair and condition
10 Removal Upon Termination
Within fifteen (15)
days after either the Termination Date, or termination as
provided for in this Agreement, Tenant shall remove all the
Improvements from the Leased Premises and restore the Leased
Premises to their condition on the Commencement Date, wear
and tear excepted Tenant, at its sole cost, shall repair
any damages to the Leased Premises caused by the removal
of the Improvements The Landlord shall not be liable to
Tenant for the safekeeping of Tenant s personal property
11 Termination by Tenant Tenant shall have the
right, at its sole discretion, to terminate this Agreement
with thirty (30) days written notice to Landlord
12 Termination by Lessor Lessor shall have the
right, at its sole discretion, to terminate this agreement
by giving written notice to the Tenant at least six (6) months
prior to the termination date
6
13 Indemnification by Tenant Tenant shall indemnify
and hold Landlord harmless against claims, damages liability
or loss from personal injury or property damage to Landlord
or Landlord s property resulting from or arising out of the
activities and/or negligence by the Tenant its employees,
servants agents or invitees, excepting however, such damages
claims or liabilities as may be due to or caused by the acts
of the Landlord, its employees servants, agents, or invitees
14 Insurance Tenant shall, throughout the terms
of this Agreement, maintain at its sole cost and expense,
general liability insurance in the amount of $5,000,000 00
and property damage in the amount of $500,000 00
15 Restoration After Casualty In the event the
Leased Premises and/or the Improvements shall be destroyed
or so damaged or injured by fire, hurricane or other casualty
during the term of this Agreement so as to render them unusable
for the Intended Use, then the Tenant, at its sole discretion
and at its sole cost and expense shall have the right to
render said Leased Premises and/or Improvements tenantable
or cancel this Agreement subject always to the provisions
of Paragraph 10 with respect to reinstating premises to its
condition on the Commencement Date, ordinary wear and tear
excepted
7
16 Hazardous Waste. Landlord discloses that on
lands adjacent to and contiguous to the Leased Premises,
there was for many years a retail gasoline service station,
at which petroleum products were stored, sold and distributed
Lessor has been and continues to be liable with respect to
any hazardous waste cleanup required by a proper governmental
authority Tenant agrees not to store or keep above ground
or underground, above the Leased Premises or below the Leased
Premises any petroleum products or other hazardous waste
which may be spilled, leaked or seeped or otherwise enter
onto or under the Leased Premises In the event any hazardous
waste cleanup is required by a proper governmental authority
which affects the Leased Premises, and which contamination
has not been caused by the Tenant, Lessor agrees to bear
all costs and expenses in connection with such waste cleanup
Lessor agrees to indemnify and hold Tenant harmless for any
damages suffered by Tenant as a result of any hazardous waste
cleanup not caused by Tenant
17 Assignment. The Tenant shall not sublet transfer,
assign or dispose of this Agreement
18 Inspection and Right of Entry by Landlord Provided
3
Landlord is accompanied by Tenant or its agent, the Landlord
may enter the Leased Premises to make reasonable periodic
8
inspections during regular business hours and after twenty-four
(24) hours' notice to Tenant of all the Leased Premises and
Improvements to determine if such are being maintained in
a neat, orderly condition and in compliance with this Agreement
Said entry and inspections shall not cause any interference
with Tenant s Intended Use
19 Default by Tenant If Tenant defaults in fulfilling
any of the payment provisions of this Agreement and such
default continues for fifteen (15) days after written notice
to Tenant or if Tenant defaults in fulfilling any of the
non-payment provisions of this Agreement and such default
continued for thirty (30) days after written notice to Tenant
specifying the nature of said default or, if the said default
so specified shall be of a nature that the same cannot be
reasonably cured or remedied within such thirty (30) day
period, and Tenant has not in good faith commenced the curing
or the remedying of such default within such thirty (30)
day period and has not thereafter diligently proceeded therewith
to completion then in any one or more of such events, this
Agreement shall terminate and come to an end as fully and
9
completely as if such date were the day herein definitely
fixed for the end and expiration of this Agreement and Tenant
shall then quit and surrender the Leased Premises to Landlord
as provided herein
20 Authority of Landlord Landlord covenants and
represents that
20 1 Landlord is the fee simple owner of the property
20 2 The person signing this Agreement has the
power and authority to enter into and perform this Agreement
on behalf of the Landlord
21 Peaceful Possession. Subject to the terms,
conditions and covenants of this Agreement, Landlord agrees
that Tenant shall and may peaceably have, hold and enjoy
the Leased Premises, without hindrance or molestation by
Landlord
22 Notices All notices hereunder must be in writing
and shall be deemed validly given if sent by certified mail,
return receipt requested or overnight delivery addressed
10
as follows, or any other address that the party to be notified
may have designated to the sender by like notices
Landlord
Copy to
Tenant
Copy to
C G Rebozo
524 Fernwood Road
Key Biscayne, Florida 33149
Thomas H Wakefield, Esquire
Key Biscayne Bank Building
Suite 202
91 West McIntyre Street
Key Biscayne, Florida 33149
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Attention C Samuel Kissinger
Village Manager
Weiss Scrota & Hellman, P A
2665 South Bayshore Drive
Suite 204
Miami, Florida 33133
Attention Gilberto Pastoriza, Esquire
Unless otherwise required by law, any notice sent hereunder
shall (subject to proof of receipt or refusal of same) be
deemed to have been delivered on the same day if hand delivered,
on the next business day if sent by overnight courier or
on the day of receipt or refusal, if sent certified or registered
mail
23 Attorneys Fees
A Tenant shall reimburse Landlord for Landlord's
attorneys' fees in connection with the preparation, negotiation
and execution of this lease Tenant s obligation under this
section shall not exceed the sum of SEVEN HUNDRED FIFTY ($750 00)
DOLLARS
11
B In the event of any dispute or litigation
arising out of this Agreement, the prevailing party shall
be entitled to reasonable attorneys fees including fees
for the services of paralegals and similar persons, and all
such expenses and costs incurred by the prevailing party
through all appellate levels
24 Provisions Severable Every provision of this
Agreement shall be valid and be enforced to the fullest extent
permitted by law If any provision of this Agreement, or
the application of such provision to any person or circumstance,
shall be determined by appropriate judicial authority to
be illegal, invalid or unenforceable to any extent, such
provision, only to such extent, shall be deemed stricken
from this Agreement as if never included The remainder
of this Agreement, and the application of such provision
to persons or circumstances other than those as to which
such provision is held illegal, invalid or unenforceable
shall be not affect
25 Time of the Essence Time is of the essence as
to all material terms of this Agreement
26 Governing Law This agreement shall be construed
and governed in accordance with the laws of the State of
Florida without application of conflict of law principles
12
27 Negotiated Agreement All of the parties to this
Agreement have participated fully in its negotiation and
preparation Accordingly, this Agreement shall not be more
strictly construed against any one of the parties
28 No Partnership Landlord shall not be deemed,
in any way or for any purpose, to have become by the execution
of this Agreement or any action taken under this Agreement,
a partner of Tenant in Tenant s business or otherwise, or
a member of any joint enterprise or venture with Tenant
The relationship between the parties hereto is solely as
Landlord and Tenant
29 Entire Agreement This Agreement contains the
sole and entire agreement, and supersedes all other prior
written or oral agreements, between the parties with respect
to the subject matter of this Agreement
30 Modification This Agreement may be changed, amended,
or modified only by an agreement in writing signed by the
Landlord and Tenant
31 Binding Effect The terms and conditions of this
Agreement shall bind the parties and their respective successors
and assigns, and shall inure to the benefit of the parties
and their respective permitted successors and assigns
13
32 Waiver The failure of either party to insist
upon prompt and strict performance of any of the terms, conditions
or undertaking of this Agreement, or to exercise any option
herein conferred, in any one or more instances, shall not
be construed as a waiver of the same or any other term condition,
undertaking or option
14
IN WITNESS WHEREOF the Landlord has hereunto set his
hand and seal and the Tenant has executed this lease by its
duly authorized representative and affixed its seal hereto,
all as of the date and year first above set forth
Signed Sealed and Delivered LANDLORD
in the presence of
0? -t c/44:r
tG REBOZO
524 Fernwood Road
Key Biscayne, Florida 33149
2C, >Z.& -g4,67-57,4 TENANT
l5vioo f,J6oP,J20, Viila5e Clerk.
Print Name
15
VILLAGE OF KEY BISCAYNE
By
Cis- A' fzedc,,
Print Name
(SEAL)
Vice lfiy,sx
85 West McIntyre Street
Key Biscayne Florida 33149
Attn C Samuel Kissinger
Village Manager
(CO
T
3
E
Q
PL
(Soc. lei,'n?
0,22+ /Y� to+rr-
Leased Premises located on a portion of
Tract 4, MATHESON ESTATES KEY BISCAYNE ,
Plat Book 34 Page 34, that lies south of
and contiguous to McIntyre Street between
Fernwood Road and Crandon Boulevard
EXHIBIT A
1
5
5
7