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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 - 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 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 - 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 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 - 5 - 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 - 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 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 - 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 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 - 8 - 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 - 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 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 - 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 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 - 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 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 - 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 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, - 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, 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 - 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 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 - 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 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 - 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 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