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1999 VKB Purchase from The Estate Of Bebe Rebozo Volume I and II.tif
INDEX TO CLOSING BINDER This Closing Binder contains documents in connection with the closing for the purchase by the Village of Key Biscayne a Florida mumcipal corporation ( Buyer ) from Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the Seller ) The closing was held on September 21 2000 at the offices of Weiss Serota Helfman Pastonza & Guedes P A 2665 South Bayshore Drive Suite 420 Miami Florida 33133 The following documents contained herein in connection with the closing are originals unless otherwise noted VOLUME I - PURCHASE AND SALE AGREEMENT 1 Purchase and Sale Agreement dated as of June 31 1999 entered into between the Village of Key Biscayne and Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Nidna Group Corporation (copy) 2 First Amendment to Purchase and Sale Agreement dated as of October 19 1999 (copy) 3 Second Amendment to Purchase and Sale Agreement dated as of March 22 2000 (copy) 4 Third Amendment to Purchase and Sale Agreement dated as of April 17 2000 (copy) 5 Fourth Amendment to Purchase and Sale Agreement dated as of July 17 2000 (copy) 6 Fifth Amendment to Purchase and Sale Agreement dated as of September 7 2000 (copy) 7 Sixth Amendment to Purchase and Sale Agreement dated as of September 21 2000 (copy) VOLUME II - CLOSING DOCUMENTS 8 Warranty Deed dated as of September 21 2000 recorded on September 22 2000 m Official Records Book 19293 at Page 2970 of the Public Records of _ s ami Dade County Florida — ` - 9 Quit Claim Deed dated as of October 20 2000 recorded on October 25 2000 in Official Records Book 19337 at Page 2278 of the Public Records of Miami Dade County Florida 10 Settlement Statement 11 Chicago Title Insurance Company Owner s Policy No 10250710600000017 12 Bill of Sale 13 Disclosure Affidavit dated September 21 2000 recorded on September 27 2000 m Official Records Book 19301 at Page 1139 of the Public Records of Miami Dade County Flonda 14 Title Affidavit as to Trust Agreement dated September 20 2000 recorded on September 22 2000 m Official Records Book 19293 at Page 2975 of the Public Records of Miami Dade County Florida 15 Seller s No Lien Possession and Gap Affidavit 16 Non Identity Affidavit recorded on September 22 2000 m Official Records Book 19293 at Page 2976 of the Public Records of Miami Dade County Florida 17 Affidavit executed by Thomas I-1 Wakefield dated September 20 2000 18 Certification of Non Foreign Status Entity of Transferor 19 General Assignment 20 Trust Certification 21 Assignment of Leases and Security Deposits 22 Assignment of Claims 23 Name Display Covenant dated as of September 21 2000 recorded on September 22 2000 in Official Records Book 19293 at Page 2978 of the Public Records of Miami -Dade County Florida 24 Survey prepared by Ford Amentero and Manucy Inc dated 8 27 99 Project No 99 259 25 Affidavit of Surveyor 26 Tenant Letter 27 Appraisal Report prepared by Qumhvan Appraisal P A dated as of October 8 1997 (copy) F \ 103032 \ Index to Closing Documents doe f PURCHASE AND SALE AGREEMENT THIS PURCHASE AP SALE AGREEMENT (this "Agreement") is made and entered into as /of the -5e day ofjelf 1999 between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (hereinafter referred to as "Seller ) and the Village of Key Biscayne a Honda municipal corporation (hereinafter referred to as Purchaser") WHEREAS Seller is the owner of two parcels of real property containing approxunately 2 068 acres m the aggregate located at 560 Crandon Boulevard Key Biscayne Miami Dade County Florida and more specifically described on Exhibit A attached hereto and made a part hereof and WHEREAS Purchaser desires to purchase and Seller desires to sell the Property (hereinafter defined) upon the terms and conditions hereinafter set forth NOW THEREFORE for and in consideration of the mutual covenants and promises contamed herein and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller agree as follows SECTION 1 DEFINITIONS For purposes of this Agreement each of the following terms when used herem with an initial capital letter shall have the followmg meaning 1 1 Affiliate A Person that directly or indirectly through one or more intermedianes controls is controlled by or is under common control with the Person m question For purposes of tnis defimtion the term control" means the ownership of 50% or more of the beneficial interest or the voting power of the controlled Person 1 2 BEI Lease That certam Commercial Lease between Key Land Company Inc as Lessor and Industrial Waste Service Inc now known as BFI as Lessee dated February 1 1995 1 3 Business D_a L Monday through Friday excludmg bank holidays on which national bankmg associations are authorized to be closed 1 4 Closing The Closing and consummation of the purchase and sale of the Property as contemplated by this Agreement 1 5 Closing Date (or Date of Closmg) The date upon which Closing occurs 16 Condemnation Proceeding Any proceeding or threatened proceeding m condemnationemment domam or written request m lieu thereof 17 Deed The statutory warranty deed of conveyance of the Land and Improvements from Seller to Purchaser 18 Dry Cleaner's Lease 7, That certain Commercial Lease between Key Land Company Inc as Lessor and Pedro Orrego as Lessee dated April 1 1997 1 9 Earnest Money The funds to be paid by Purchaser to Escrow Agent pursuant to Section 3 hereof plus any mterest earned thereon 1 10 Effective Date The date when the last one of Seller or Purchaser has signed and initialed all changes to this Agreement 1 11 Environmental Report The environmental assessment audit to be conducted by Purchaser s environmental engineer at Purchaser s expense with respect to the Property certified and delivered to Purchaser 1 12 Environmental Requirement All laws statutes ordinances rules regulations orders codes licenses permits decrees judgments directives or the equivalent of or by any federal state or local governmental authority and relating to or addressing the protection of the environment or human health 1 13 Escrow Agent Weiss Serota Heltinan Pastoriza & Guedes P A 1 14 Evidence of Authority Evidence of authority for the execution and performance of this Agreement by Seller mcludmg without limitation necessary resolutions authorizations and consents 1 15 Governmental Authority Any federal state county municipal or other entity authority commission board bureau court agency or any instrumentality of any of them 1 16 Hazardous Substances Any matenal or substance that whether by its nature or use is now or hereafter defined as hazardous waste hazardous substance pollutant or conraminant under any Environmental Requirement or which is toxic explosive corrosive flammable infectious radioactive carcmogemc mutagenic or otherwise hazardous and which is regulated under any Environmental Requirement or which is or contains petroleum gasoline diesel fuel or another petroleum hydrocarbon product 2 1 1 17 Improvements All buildings structures fixtures mcludmg without limitation all equipment and appliances used m connection with the operation and occupancy of the Improvements such as heating and air conditionmg systems and facilities used to provide any utility services f refrigeration trash disposal or other services and other improvements and facilities located on the Land 118 Insurance Requirements All terms of any existmg insurance policy and all requirements of the issuer of any existmg msurance policy applicable to or affecting the Property or any part thereof or any use or condition thereof 119 Intangible Property All mtangible property owned by Seller and used m connection with or relatmg to the ownership use development, operation management occupancy or mamtenance of the Land mcludmg but not lumted to the Permits and all public and private contract nghts and development or usage rights of Seller with respect to the Land 1.20 Land The parcels of land being more particularly described on Exhibit A attached hereto and incorporated herem by reference and appurtenant easements thereto together with all of Seller s right title and mterest m and to all easements nghts of way strips and gores of land tenements hereditaments and appurtenances reversions remainders privileges licenses and other rights and benefits belongmg to running with or m any way relating thereto together with all nght title and mterest of Seller (if any) m and to any land lying m the bed of any street road or highway open or proposed m front of abutting or adjoining the Land 121 Leases The BFI Lease and the Dry Cleaner s Lease 122 Legal Requirement All laws statutes codes acts ordinances orders judgments decrees mjunctions rules regulations permits licenses authorizations directions and requirements of all Governmental Authorities and quasi governmental authonties officials agencies and officers ordinary or extraordinary which now may be applicable to the Property or any use operation or condition thereof 123 Monetary Lien Any mortgage deed of trust, security deed lien monetary judgment security mterest past due tax or assessment or other similar encumbrance of a monetary nature against the Property or any portion of the Property 1 24 Operatmg Agreements All management service equipment supply security maintenance pest control equipment leases and other such agreements (and any amendments modifications or supplements thereto) with respect to or affectmg the Property or any portion thereof (excluding the Permitted Exceptions) all as listed on Exhibit B hereto and also mcludmg any such contracts or agreements approved m wntmg by Purchaser after the date hereof 3 �� r r 1 2 5 O w n e r ' s T i t l e P o l i c y A n O w n e r s m a r k e t a b i l i t y p o l i c y o f t i t l e i n s u r a n c e o n t h e m o s t c u r r e n t A L T A F o r m f o r t h e P r o p e r t y m t h e a m o u n t o f t h e P u r c h a s e P r i c e s u b j e c t o n l y t o t h e P e r m i t t e d E x c e p t i o n s a n d c o n t a i n i n g s u c h a d d i t i o n a l e n d o r s e m e n t s p e r m i t t e d u n d e r F l o r i d a t i t l e i n s u r a n c e r e g u l a t i o n s a s r e a s o n a b l y r e q u e s t e d b y P u r c h a s e r 1 2 6 P e r m i t s A l l c o n s e n t s n o t i c e s o f c o m p l e t i o n e n v i r o n m e n t a l a n d u t i l i t y p e r m i t s a n d a p p r o v a l s a u t h o r i z a t i o n s v a r i a n c e s w a i v e r s l i c e n s e s p e r m i t s c e r t i f i c a t e s a n d a p p r o v a l s f r o m a n y G o v e r n m e n t a l A u t h o r i t y o r q u a s i - g o v e r n m e n t a l a u t h o r i t y i s s u e d o r g r a n t e d w i t h r e s p e c t t o t h e P r o p e r t y n o w o r p n o r t o C l o s m g 1 2 7 P e r m i t t e d E x c e p t i o n s T h o s e m a t t e r s i d e n t i f i e d o r r e f e r r e d t o m S e c t i o n 5 5 a n d s u c h o t h e r t i t l e e x c e p t i o n s a s m a y h e r e a f t e r b e a p p r o v e d m w r i t m g ( o r d e e m e d t o h a v e b e e n a p p r o v e d b y P u r c h a s e r ) s u b j e c t t o a n d m a c c o r d a n c e w i t h t h e t e r m s a n d p r o v i s i o n s o f S e c t i o n 5 h e r e m 1 2 8 P e r s o n A n y i n d i v i d u a l s o l e p r o p r i e t o r s h i p p a r t n e r s h i p j o m t v e n t u r e t r u s t u n i n c o r p o r a t e d o r g a n i z a t i o n a s s o c i a t i o n c o r p o r a t i o n i n s t i t u t i o n e n t i t y p a r t y o r g o v e r n m e n t ( w h e t h e r n a t i o n a l f e d e r a l s t a t e c o u n t y c i t y m u n i c i p a l o r o t h e r w i s e i n c l u d i n g w i t h o u t l i m i t a t i o n a n y i n s t r u m e i l t a l i t y d i v i s i o n a g e n c y b o d y o r d e p a r t m e n t t h e r e o f ) 1 2 9 P e r s o n a l P r o p e r t y T h e t a n g i b l e p e r s o n a l p r o p e r t y o f S e l l e r l o c a t e d o n o r u s e d m c o n n e c t i o n w i t h t h e L a n d o r m t h e I m p r o v e m e n t s m c l u d m g b u t n o t l i m i t e d t o t h e p r o p e r t y l i s t e d o n E x h i b i t C a t t a c h e d h e r e t o i n c l u d i n g a n y a b s t r a c t s o f t i t l e 1 3 0 P l a n s a n d S p e c i f i c a t i o n s T h e a s b u i l t p l a n s a n d s p e c i f i c a t i o n s u s e d m t h e c o n s t r u c t i o n o f t h e b u i l d i n g s a n d o t h e r I m p r o v e m e n t s l o c a t e d o n t h e L a n d ( i n c l u d i n g d n v e w a y s w a l k w a y s l a n d s c a p i n g a n d m e c h a n i c a l e l e c t r i c a l a n d p l u m b m g s y s t e m s ) 1 3 1 P r o p e r t y T h e f o l I o w m g p r o p e r t y 1 3 1 1 T h e L a n d 1 3 1 2 T h e I m p r o v e m e n t s 1 3 1 . 3 T h e I n t a n g i b l e P r o p e r t y 1 3 1 4 T h e P e r s o n a l P r o p e r t y 1 3 1 5 T h e i n t e r e s t o f S e l l e r u n d e r t h e S u r v i v m g C o n t r a c t s t h e W a r r a n t i e s a n d t h e P e r m i t s 1 3 1 6 S e l l e r s m t e r e s t m t h e L e a s e s a n d 4 1 31 7 The Records and Plans 1 32 Purchaser's Attorney Weiss Scrota Hellman Pastonza & Guedes PA Attention Elaine M Cohen Esq Purchaser s Attorney s mailing address is 2665 South Bayshore Drive Suite 420 Miami Florida 33133 Telephone (305) 854 0800 Telecopier (305) 854 2323 1 33 Real Property The Land and the Improvements 1 35 Records and Plans All books records and documents mamtamed by Seller or compiled by or at the request of Seller and m the possession or control of Seller specifically relating to the ownership use development operation management occupancy or mamtenance of the Property including without limitation (1) the Plans and Specifications and (n) all records pertaining to the ongomg maintenance use and operation of the Property 1 36 Rent Rental shall include but not be limited to all base rent mmunum rent additional rent percentage rent common area maintenance charges taxes msurance operatmg expenses parking fees and any other payments for miscellaneous services performed by Seller under the Leases 1 37 Seller's Attorney Wicker Smith Tutan 0 !Tara McCoy Graham & Ford P A Attention Nicholas E Chnstm Esq Seller s Attorney s mailmg address is 5th Floor Grove Plaza Buildmg 2900 Middle Street (S W 28t Terrace) Miami Flonda 33133 Telephone (305) 448-3939 Telecopier (305) 441-1745 138 Submission Documents The diligence items to be delivered to Purchaser pursuant to Section 9 hereof 1 39 Survey An updated survey of the Property satisfactory m all respects to Purchaser prepared by a licensed surveyor m the State of Florida certified as meeting the mumnum standards for survey m the State of Honda The Survey shall (i) show the square footage and acreage of the Land (u) show the location of all the improvements utility and other lines and easements either visible or recorded and the recording references of all the recorded easements shown on the Title Commitment (in) show the elevation and flood zone information and (iv) contain such other items as may be reasonably required by Purchaser 1 40 Surviving Contracts Those Operating Agreements which Purchaser does not elect to cancel and agrees to assume (by written notice to Seller pnor to the Termination Date) if legally transferable and assumable m accordance with the terms thereof 141 Termination Date The date which is sixty (60) days after the Effective Date 5 1 42 Title Commitment The commitment for title msurance to be obtained by Purchaser pursuant to Section 5 below 1 43 Title Company Chicago Title Insurance Company Lawyers Title Insurance Corporation or such other nationally recognized title insurance company licensed to write title insurance in the State of Florida which is approved by Purchaser 1 44 U C C Report A report detailing the results of a search of all personal property records m which a security mterest hen or encumbrance affectmg any portion of the Property may be located 1 45 Warranties All guarantees warranties and indemnities existing now or prior to Closing relating to the Property SECTION 2 PURCHASE AND SALE Purchaser shall purchase the Property from Seller and Seller shall sell convey transfer and assign the Property to Purchaser subject to and m accordance with the terms and conditions of this Agreement SECTION 3 EARNEST MONEY Within five Busmess Days after the Effective Date Purchaser shall deposit in escrow with the Escrow Agent $1 000 00 as Earnest Money to be delivered to Seller at Closing and applied as a credit against the Purchase Price (as defined below) at Closing Escrow Agent shall hold and disburse the Earnest Money m accordance with the terms of this Agreement Escrow Agent shall use its good faith efforts to invest the Earnest Money m an mterest bearmg account of a financial mstitution which shall be satisfactory to Seller and Purchaser Purchaser and Seller agree to sign all forms and reports reasonably required m connection with the holding and mvestmg by Escrow Agent of the Earnest Money For purposes of reportmg earned mterest with respect to the Earnest Money Purchaser s Federal tax identification number is 65 0236174 and Seller s Federal tax identification number is 65 6272703 SECTION 4 PURCHASE PRICE The purchase price for the Property shall be Three Milhon Two Hundred Fifty -Five Thousand Five Hundred and No/100 Dollars ($3 255 500 00) (herein referred to as the "Purchase Price") The entire Purchase Price less the amount of the Earnest Money and subject to adjustments and prorations as herem provided shall be due and payable by cashier s check or m immediately available funds by wire transfer at Closmg SECTION 5 TITLE/SURVEY Title to the Property shall be good and marketable and insurable fee simple title m an amount of the Purchase Price at no more than the Title Company s ordinary or promulgated rates for the Owner s Title Policy Seller shall deliver such affidavits and agreements as may be reasonably required by the Title Company m order to issue the Owner s Title Policy m accordance with this Agreement 5 1 Examination of Title Within five (5) Busmess Days of the Effective Date Seller shall deliver to Purchaser s attorney Seller s existing abstracts covering the Property Purchaser may at Seller s expense either (i) have the abstract contmued and brought current to a date not earlier than the Effective Date or (u) obtam (a) a computer title search from the Title Company updating title from the date of the abstract and (b) a status of title report from the Title Company with respect to the Property (the STAR Report ) Purchaser may obtain at Purchaser s expense an ALTA marketability title msurance commitment (the Title Commitment ) issued by the Title Company covering the Land pursuant to which the Title Company agrees to issue the Owner s Title Policy to Purchaser The cost of the Title Commitment and the Owner s Title Policy shall be paid by Purchaser 5 2 Survey Within five (5) days of the Effective Date Seller shall provide Purchaser with a copy of any existmg survey of the Property m Seller s possession At Purchaser s option Purchaser may obtam the Survey If Seller s provides Purchaser with an existmg survey of the entire Property then the cost of the Survey shall be paid by Purchaser otherwise Purchaser and Seller shall each pay one half (1/2) of the cost of the Survey 5 3 Seller's Trust Agreement Withm ten (10) days of the Effective Date Seller shall cause to be delivered to the Title Company a certified copy of all or such portions of Seller s Trust Agreement as shall be required by the Title Company 5 4 U C C Report Seller shall cause to be delivered to Purchaser copies of the U C C Report within fifteen (15) days of the Effective Date 5 5 Permitted Exceptions The sale of the Property shall be subject to the following 5 5 1 The lien of all ad valorem real estate taxes for the fiscal year m which Closmg occurs subject to proration as herem provided and 5 5 2 Any items shown on the Title Commitment and approved by Purchaser m accordance with Section 5 6 below The above items descnbed m this Section 5 5 are herein collectively referred to as the Permitted Exceptions" 7 5 6 Objections to Title/Survev Purchaser shall be entitled to object in its reasonable discretion to any exceptions to title disclosed m the Title Commitment and/or matters shown on the Survey until the Termination Date by written notice to Seller of any objections to the Title Commitment and the Survey In the event that Purchaser shall so object to the Title Commitment and/or the Survey Seller shall have fifteen (15) Business Days after receipt of such notice to cure Purchaser s objections to Purchaser s satisfaction or to obtain affirmative title insurance protection acceptable to Purchaser for such objections In the event Seller is unwillmg or unable to so cure such objections or to obtain affirmative title msurance protection acceptable to Purchaser for such objections within such period Purchaser may (i) waive such objections (u) give Seller additional time in writing to cure such objections (m which event the Closmg shall be delayed for an equivalent period of time) or (m) terminate this Agreement by written notice to Seller in which event the Earnest Money shall be immediately returned to Purchaser and neither Purchaser nor Seller shall have any further obligations hereunder except obligations that expressly survive the termination of this Agreement 57 Cure of Monetary Liens Notwithstanding Section 5 6 above if the Title Commitment reveals the existence of a Monetary Lien then Seller shall pay any amount due m satisfaction of each such Monetary Lien as to the Property only (or subject to Purchaser s reasonable approval otherwise cause the same to be removed as an exception m the Title Commitment) which amount at the option of Seller may be paid from the proceeds of the Purchase Price at Closing If one or more Monetary Liens have not been satisfied before the Closing Date then Purchaser and Escrow Agent are hereby authorized to satisfy such Monetary Liens from the proceeds of the Purchase Price at Closing 5 8 Estate Tax Liens Within ten (10) days of the Effective Date Seller shall apply for the releases of all Federal and Florida estate tax hens affecting or encumbering the Property or any portion thereof (the Estate Tax Releases ) Seller shall obtam the Estate Tax Releases on or before the date which is ninety (90) days after the Effective Date 5 9 Purchaser's Right to Terminate If any title matter other than a matter disclosed m the Title Commitment or the Survey arises or becomes known to Purchaser subsequent to the date of the Title Commitment (a New Title Matter ) and such New Title Matter (a) is a Monetary Lien or (b) was created or consented to by Seller then Seller shall cure the New Title Matter at Seller s expense on or before Closing If the New Title Matter is not a Monetary Lien or was not created or consented to by Seller then Seller shall have until the earlier of (i) five (5) Business Days of Seller s receipt of written notice thereof or (u) the Closing Date within which to cure the same or to obtain affirmative title insurance protection acceptable to Purchaser for such matter and if such New Title Matter is not cured within such period then Purchaser may at its sole option exercised by written notice to Seller within five (5) Busmess Days following the expiration of the five (5) Business Day cure period either (i) terminate this Agreement and receive a refund of the Earnest Money or (n) elect to close subject to such New Title Matter In the event of termination neither party hereto shall have any further rights obhgations or liabilities hereunder except to the extent that any right obligation or liability set forth herein expressly survives termination of this Agreement 8 IZ SC J 5 10 Extension of Closing Date The Closing Date shall be automatically extended to allow all time periods specified m this Section 5 to expire SECTION 6 SELLER'S REPRESENTATIONS AND WARRANTIES Seller represents and warrants to Purchaser and covenants and agrees with Purchaser on and as of the date hereof to be certified to Purchaser on or as of the Closing as follows 6 1 Title Seller is the fee simple owner of the T and and Improvements free and clear of all encumbrances except for the Permitted Exceptions (without modification arising with regard to Purchaser s rejection or disapproval of any of the items pursuant to this Agreement) 6 2 Organization, Power and Authority Seller is an irrevocable trust duly formed validly existmg and m good standing under the laws of the State of Florida Seller is to the extent required by law duly qualified to do business in the State m which the Property is located and has all necessary power to execute and deliver this Agreement and perform all its obligations hereunder The execution delivery and performance of this Agreement by Seller (i) has been duly and validly authorized by all necessary action on the part of Seller (u) does not conflict with or result in a violation of the Revocable Trust Agreement of the Charles G Rebozo Revocable Trust dated January 20 1989 as modified and amended or any judgment order of decree of any court or arbiter m any proceeding to which Seller is a party and (ni) does not conflict with or constitute a breach of or constitute a default under any contract agreement or other instrument by which Seller or the Property is bound or to which Seller is a party 6 3 No Conflict with Laws The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder will not conflict with or result m a breach of any order judgment writ injunction or decree of any court or governmental instrumentality 6 4 No Bankruptcy Seller is not a party to any voluntary or involuntary proceedmgs under any applicable laws relatmg to the insolvency bankruptcy moratorium or other laws affecting creditors rights to the extent that such laws may be applicable to Seller or the Property 6 5 No Litigation Seller is not a party to or affected by any litigation administrative action investigation or other governmental or quasi governmental proceeding which would or could have an adverse effect upon the Property or upon the ability of Seller to fulfill its obligations under this Agreement There are no lawsuits administrative actions governmental mvestigations or similar proceedmgs pending or threatened against or adversely affectmg the Property or any portion thereof or any interest therein 6 6 Personal Property (i) The Property is equipped and furnished with all those items of Personal Property fisted on Exhibit C attached hereto and (u) no items of Personal Property owned by Seller shall be removed from the Property prior to the Closing All such items of 9 Personal Property are owned outright by Seller free and clear of any security interest hen or encumbrance 6 7 No Notices of Deficiency Seller has not received any notice nor does Seller have any actual knowledge that the holder of any mortgage or deed of trust encumbering any of the Property or any portion thereof or interest therein or any insurance company which has issued a policy with respect to any of the Property or any board of fire underwriters (or other body exercising similar functions) claims or intends to claim any defect or deficiency in the Property (that has not been corrected) or requires or intends to require the performance of repairs alterations or other work to the Property as a condition to forego any premium rate increase cancellation or other potential policy change and Seller subject to the right to contest any such claim or requirement agrees to comply with any such notice at Seller s cost if any such notice is issued prior to the Closing Date 6 8 Permits All Permits and approvals required for the lawful operation use and occupancy of the Property as it is currently bemg used operated and occupied have been issued and paid for and are m full force and effect 6 9 Legal Requirements The construction operation and use of the Real Property is m compliance with the zoning subdivision or buildmg codes and all other Legal Requirements 6 10 Comphance None of the Property is m violation of any Legal Requirements or Insurance Requirements 6 11 No Violations There are no presently outstanding and uncured notices of any violations of any Legal Requirements or Insurance Requirements and to Seller s actual knowledge no Person capable of issuing such notice of violation has threatened to issue a notice of violations 6 12 Insurance The Property is and until Closing shall be insured against casualty on a full replacement cost basis (excluding land and foundation) by one or more msurance policies maintained by Seller Seller has not received any written notice from the respective insurance carriers which issued any of such insurance policies stating that any of the policies or any of the coverage provided thereby will not or may not be renewed or that the premiums therefor will be or may be increased As of the Closing Date Purchaser shall arrange for its own insurance coverage for the Property 6 13 Tax Parcels Each of the parcels constituting the Land is assessed as a separate tax lot or tax parcel mdependent of any other parcels or assets not being conveyed hereunder each of the parcels constituting the Land has been validly finally and unappealably subdivided from all other property for conveyance purposes There are no pending contests or appeals with respect to (i) the assessed value of the Property for ad valorem taxation purposes or (n) the amount of any ad valorem taxes levied against or paid with respect to the Property 10 6 14 Utilities All public utilities (including without limitation sanitary sewer storm sewer electricity gas water and telephone) required for the operation of the Property or any part thereof are installed and operating and have been accepted by such utility company or governmental authonty All installation and connection fees tie m charges impact fees tap on permit and other fees with respect to the utilities or facilities now serving the Property including but not limited to water sewer electric telephone and gas have been fully paid except for monthly utility service bills which will be paid prior to delinquency Seller has not received any complaint or claim with respect to storm water flow from any owner of adjacent property or otherwise All such public utilities either enter the Land through adjoining public streets or if they pass through adjoining private land do so in accordance with valid and recorded public easements or private easements which mure to the benefit of Purchaser 6 15 Condemnation To Seller s actual knowledge there are no proceedings pendmg or threatened against or affecting the Property or any portion thereof or interest therein m the nature of or in lieu of condemnation or eminent domain proceeding 6 16 Assessments Seller has no actual knowledge and Seller has not received wntten notice of any assessments by a public body whether mumcipal county or state imposed contemplated or confirmed and ratified against any of the Property for public or pnvate improvements which are now or hereafter payable 6 17 Contractors All contractors subcontractors architects matenalmen laborers suppliers and other parties who have performed or furnished work labor matenals equipment or supplies or have labored on the Property to make improvements thereon or otherwise to improve the Property are paid in full and there are no unpaid claims related to work that has been completed or is in progress 618 No Hazardous Substances on Property Seller has not caused Hazardous Substances to be discharged disbursed released stored treated generated disposed of or allowed to escape on m or under the Property in a manner which violates any Legal Requirements regulating such substances and to the best of Seller s knowledge no other Person has caused Hazardous Substances to be discharged disbursed stored treated generated or allowed to escape on m or under the Property No asbestos or asbestos contartung materials have been installed used incorporated into or disposed of on the Property by Seller or to the best of Seller s knowledge by any other Person No PCBs have been located on or m the Property whether m electrical transformers fluorescent light fixtures with ballasts cooling oils or otherwise by Seller or to the best of Seller s knowledge by any other Person No underground storage tanks are currently located on at or under the Property To best of Seller s knowledge except for that certam Site Rehabilitation Completion Order dated November 27 1995 issued by the Florida Department of Environmental Protection no investigation administrative order consent order or agreement litigation or settlement with respect to Hazardous Substances is proposed threatened anticipated or m existence with respect to the Property The Property has not previously been used as a landfill a cemetery or a dump for garbage or refuse by Seller or any of its Affiliates or to the best of Seller s knowledge by any other Person Seller hereby 11 agrees to indemnify protect defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council members administrative officials agents employees successors and assigns from and against any and all claims damages losses liabilities costs and expenses (mcludmg reasonable attorneys fees) arising from or relating to the presence of any Hazardous Substances or underground storage tanks at on or under the Property pnor to the Closing Date and for any violation or breach of the foregoing representation and warranty The indemnities contained m this subsection 6 18 shall survive the Closing hereunder and any termination of this Agreement 6 19 No Rights to Purchase Except for this Agreement Seller has not entered into and has no actual knowledge of any agreement commitment option nght of first refusal or any other agreement whether oral or written with respect to the purchase assignment or transfer of all or any portion of the Property which is currently m effect 6 20 Operating Agreements Seller has delivered to Purchaser true complete and correct copies of all Operating Agreements with respect to or affecting the Property or any portion thereof A complete listing of all Operating Agreements is attached hereto as Exhibit B There are no agreements contracts or undertakings affecting the Property except the Operating Agreements and the Permitted Exceptions The Operating Agreements are m full force and effect and as of the Closing Date the Surviving Contracts will be in full force and effect Neither Seller nor to the actual knowledge of Seller any other party to any of the Operating Agreements is m default thereunder and no event or omission has occurred which with the giving of notice or lapse of time or both would constitute a default thereunder There are no restrictions upon Seller s ability to assign all of its right title and interest to the Operating Agreements to Purchaser at Closing All Operatmg Agreements which are not Surviving Contracts shall be terminated by Seller effective no later than the Closing Date and Seller shall pay any penalty or premium due m connection therewith 6 21 No Latent Defects To Seller s actual knowledge the Improvements are structurally sound the roof is free of leaks and m good condition and the Property has no hidden or latent defects 6 22 Systems, Fixtures and Apnliances All plumbing fire protection alarm heating ventilating air conditioning electrical public and private utility sewer septic and other waste and other systems and all fixtures and appliances (including without limitation trade fixtures) included in the Property are m good working order and free of deferred maintenance 6 23 Parties in Possession Other than (i) the tenant under the Dry Cleaner s J rase (the Dry Cleaning Tenant ) and (ii) the tenant under the BFI Lease (the BFI Tenant ) there are no parties in possession of any portion of the Land as lessees tenants at sufferance or trespassers 6 24 Dry Cleaner's Lease The Leases are the only existing leases with respect to the Real Property The Dry Cleaner's Lease is m full force and effect as of the date hereof A true and correct copy of the Dry Cleaner s Lease mcludmg all amendments exhibits and modifications thereto is attached hereto as Exhibit I 1 The Dry Cleaner s Lease is a month to 12 - month lease The Dry Cleaning Tenant does not have any right to renew or extend the term of the Dry Cleaner s Lease nor any interest in the Property other than a leasehold possessory interest Other that the Leases there are no contracts or obligations between Seller and tenants either oral or wntten Neither Seller nor the Dry Cleaning Tenant is in default under the Dry Cleaner s Lease and no event has occurred that with the giving of notice or the passage of time or both would constitute a default under the Dry Cleaner s I ease The Dry Cleaning Tenant does not have any offsets defenses claims or causes of action against Seller The Dry Cleaning Tenant is not contesting any amounts payable by it under the Dry Cleaner s Lease The Dry Cleaning Tenant has furnished an msurance certificate to Seller indicating that the insurance coverage required by the Dry Cleaner s Lease is m full force and effect The amount of the security deposit under the Dry Cleaner s Lease is $1 500 00 and Seller is m possession of such security deposit 6 25 BFI Lease The BFI Lease m full force and effect as of the date hereof A true and correct copy of the BFI Lease including all amendments exhibits and modifications thereto is attached hereto as Exhibit I-2 The BFI Lease is a month to month lease The BFI Tenant does not have any right to renew or extend the term of the BFI Lease nor any interest in the Property other than a leasehold possessory interest Neither Seller nor the BFI Tenant is m default under the BFI Lease and no event has occurred that with the giving of nonce or the passage of time or both would constitute a default under the BFI Lease The BFI Tenant does not have any offsets defenses claims or causes of action against Seller The BFI Tenant is not contesting any amounts payable by it under the BFI Lease The BFI Tenant has furnished an msurance certificate to Seller mdicatmg that the insurance coverage required by the BFI Lease is m full force and effect The amount of the security deposit under the BFI Lease is $2 130 00 and Seller is m possession of such security deposit The square footage of the premises demised under the BFI Lease is 20 feet by 8 feet 6 26 Performance of Landlord's Obhgations All work required to be performed by the Seller as landlord under the Leases and all other obligations of the landlord to be performed thereunder have been fully performed and paid for m full or will be fully performed and paid for on or before the Closing Date All the representations on the part of the landlord contained m the Leases are true and correct The Seller as landlord has not waived any default under the Leases 6 27 Dry Cleaner's Rent The Rent and other charges presently being collected by the Seller under the Dry Cleaner s Lease is $1 500 00 per month plus 6 5% sales tax m the amount of $97 50 per month The Dry Cleaning Tenant is not entitled to any free rent concessions rebates or refunds with respect to or on account of the Dry Cleaner s Lease The Dry Cleaning Tenant has not paid any Rents or other charges for more than one month m advance 6 28 BFI Rent The Rent and other charges presently beuig collected by the Seller under the BFI Lease is $2 000 00 per month plus 6 5% sales tax m the amount of $130 00 per month The BFI Tenant is not entitled to any free rent, concessions rebates or refunds with respect to or on account of the BFI Lease The BFI Tenant has not paid any Rents or other charges for more than one month m advance except for the last month s Rent in the amount of $2 130 00 13 6 29 Leases Unencumbered The Leases and none of the Rent payable thereunder have been assigned pledged or encumbered by Seller 6 30 No Leasmg Commissions No brokerage or leasing commissions (including any renewals or residuals) or other compensation are due or payable to any Person with respect to or on account of the Leases 631 Sales Tax All sales tax required to be or collected by Seller m the operation of the Real Property has been collected and paid to the appropriate Governmental Authonty through a current date 6 32 Entrances and Exits All current curb cuts entrances and exits to the Real Property are lawful and permitted 6 33 Access There is permanent vehicular and pedestrian egress from and egress to the Land over public roads that about the Land 6 34 No Commitments to Dedicate Property No commitments or agreements have been or will be made to any governmental authonty utility company school board church or other religious body any homeowners or homeowners association or anv other organisation group or individual relating to the Land which would impose an obligation upon Purchaser to make any contributions or dedications of money or land to construct, install or mamtam any improvements of a public or private nature on or off the Land or otherwise impose liability on Purchaser 6 35 Adverse Conditions Seller has no actual knowledge of any adverse fact relating to the physical condition of the Land which has not been specifically disclosed m writing to Purchaser mcluding without limitation adverse soil conditions 6 36 Unrecorded Agreements Restricting Use of the Property Seller has not nor to Seller s actual knowledge has any predecessor m title executed or caused to be executed any document with or for the benefit of any Governmental Authority restricting the development use or occupancy of the Property that is not recorded m the land records of the county in which the Land is located or has not been specifically disclosed in writmg to Purchaser 6 37 Submission Documents All Submission Documents delivered or made available or to be delivered or made available to Purchaser pursuant to this Agreement are or upon submission will be complete accurate true and correct in all material respects 6 38 Wrongful Act Seller has not undertaken any knowingly wrongful action and shall mdemmfy defend and hold harmless Purchaser from and against any action or claim of third parties arising out of Seller s actions 14 6 39 Disclosure No statement warranty or representations by the Seller contains an untrue statement of matenal fact or omits to state a material fact necessary m order to make the statements made in light of the circumstances under which such statements are made not misleading 6 40 Survival The foregoing representations warranties covenants and agreements of Seller m this Section 6 shall survive the Closmg or termination of this Agreement 6 41 Actual Knowledge As used in this Agreement or m any Exhibit attached hereto any reference to actual knowledge shall with respect to Seller mean the actual knowledge of Seller and its trustees agents officers and employees who have any association with the ownership or management of the Property SECTION 7 PURCHASER'S REPRESENTATIONS AND WARRANTIES Purchaser represents and warrants to Seller that the following facts and conditions exist and are true as of the date hereof and shall exist and be true as of the date of the Closmg 7 1 Purchaser is validly formed mumcipaI corporation in good standing organwed and existing under the laws of the State of Florida and has all requisite power and authority to purchase the Land and to enter into and perform its obligations hereunder SECTION 8 SELLER'S COVENANTS From and after the date hereof through and mcluding the Closing Date Seller agrees as follows (each of which covenants is a condition to Purchaser s obligations to close under this Agreement and must be satisfied by Seller or waived by Purchaser in writing prior to Closing) 8 1 Inspection of Property Seller will allow Purchaser and its agents and contractors to enter upon the Property for any purpose m connection with Purchaser s proposed purchase use and operation of the Property 8 2 Management Prior to Closing Between the date of this Agreement and the Closing Date (a) Seller shall mamtam manage and operate the Property m the customary course of business committing or permitting no waste thereto such that at the tune of the Closing the Property shall be m substantially the same physical condition as on the date of Seller s execution of this Agreement ordmary wear and tear excepted and (b) unless Purchaser has given its prior written consent Seller shall not make any changes to or alterations of the Property except to perform emergency repairs (regarding which Purchaser shall be promptly advised m writing) and any other work having Purchaser s prior written approval 8 3 Notices Seller shall promptly upon Seller s obtaining knowledge thereof provide Purchaser with a written notice of any event which has an adverse effect on the operation or physical condition of the Property 15 8 4 Notices of Violation Promptly after Seller obtains actual knowledge or upon receipt of written notice thereof Seller has provided or shall provide Purchaser with written notice of any violation of any Legal Requirements or Insurance Requirements affecting the Property any service of process relating to the Property or which affects Seller s ability to perform its obligations under this Agreement or any other correspondence or notice received by Seller which has or has the potential to have an adverse effect on the Property 8 5 New Operating Agreements After execution of this Agreement by Purchaser Seller shall not enter into any new agreements contracts or undertakmgs affectmg the Property or cancel modify extend or renew any Operatmg Agreement nor waive any default under or accept any surrender of any Operating Agreement without the pnor written consent of Purchaser which consent may be given or withheld m Purchaser s sole and absolute discretion Seller shall submit to Purchaser a copy of such proposed agreement together with such information regarding the proposed agreement as is reasonably available to Seller and as Purchaser may reasonably require If Purchaser fails to respond to any requests for approval of such an agreement within ten (10) Business Days after notice from Seller Purchaser shall be deemed to have given its approval to such agreement and within five (5) days thereafter Seller shall provide Purchaser with a certified copy of the fully executed instrument Upon approval (or deemed approval) of such agreement the same shall thereupon be included within the defimtion of Operating Agreements set forth herem 8 6 Leases Seller shall not modify or amend any of the Leases or enter mto any lease of the Real Property or any portion thereof without the pnor written consent of Purchaser which consent may be given or withheld m Purchaser s sole and absolute discretion 8 7 Notification of Change of Circumstances Seller shall provide Purchaser with written notice of any transaction or occurrence pnor to Closing which could make any of the warranties representations covenants and agreements of Seller under this Agreement not true with the same force and effect as if made on or as of the date hereof 8 8 Seller's Cooperation If requested by Purchaser Seiler will promptly execute all petitions apphcations easements plats site plans waivers of plats and other documents which Purchaser may reasonably request and otherwise reasonably cooperate with Purchaser m connection with Purchaser obtaining or granting any perimt plat waiver of plat site plan approval easement right of way dedication rezoning right of -way deed variance or other administrative authorization required for Purchaser s proposed development of the Real Property 8 9 Survival Any claim for breach of the covenants contained m this Section 8 shall survive the Closmg SECTION 9 PURCHASER'S DUE DILIGENCE AND INSPECTION OF PROPERTY 9 1 Documents to be Delivered by Seller Commencmg five (5) days after the Effective Date Seller shall provide to Purchaser copies of all documents records reports 16 studies data and information relating to the Property m Seller s control or possession including without lmiitatton the Operating Agreements any existing tests surveys title policies licenses permits engineering and/or environmental analyses soil test borings Records and Plans Warranties Permits and tax bills (the Submission Documents ) 92 Inspection of Property Purchaser or its appointed agents or independent contractors shall have at all reasonable times pnor to the Closing the privilege of going upon the Land and m the Improvements at Purchaser s sole cost and expense to inspect examine test investigate appraise and survey the Property mcludmg without limitation soils and environmental tests and mspections In exercismg the privileges granted pursuant to this subsection 9 2 Purchaser shall substantially restore the Property to the condition existing prior to such activities on the Property In consideration of Purchaser s nght to inspect the Property as descnbed m this subsection 9 2 subject to the provisions and monetary limitations of Section 768 28 Florida Statutes Purchaser agrees to mdemmfy defend and hold Seller harmless from any actions suits hens claims damages expenses losses and hability for damage to personal property or personal mjury ansmg from or attributable to any acts performed by Purchaser or its appointed agents or independent contractors m exercising Purchaser s rights under this subsection 9 2 (including without limitation any rights or claims of materialmen or mechanics to hens on the Property but excludmg any matter to the extent arising out of the neghgence or misconduct of Seller) This agreement to indemmfy Seller shall survive the Closing and any termination of this Agreement 9 3 Conditions Precedent/Termination Right In addition to any other termination right or other remedy specified herein and notwithstanding any provision of this Agreement which may be interpreted to the contrary if Purchaser is dissatisfied for any reason and in Purchaser s exclusive judgment with the results of Purchaser s investigation and study of the Property then Purchaser may terminate this Agreement by notifying Seller or Seller s Attorney of such termination on or before the 5 00 p m on the Termination Date whereupon the Earnest Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any further rights obligations or liabilities hereunder except to the extent that any right obligation or hability set forth herem expressly survives termination of this Agreement SECTION 10 PURCHASER'S ADDITIONAL CLOSING CONTINGENCY Purchaser s obligation to close the transaction contemplated by this Agreement and purchase the Property is expressly subject and contingent upon Purchaser obtaining on or before the Termination Date all final non appealable governmental approvals and exercises of authority of Governmental Authorities mcludmg without limitation approval by Council of the Village of Key Biscayne and any referendum (collectively the Governmental Approvals ) to purchase the Property and finance the acquisition thereof Purchaser shall have up to and including the Termination Date to obtam any and all Governmental Approvals If Purchaser does not obtain the Governmental Approvals on or before the Termination Date then Purchaser shall have the right to (i) terminate this Agreement by notifying Seller or Seller s Attorney of such termination on or before the Termination Date or (u) 17 F1 waive this contmgency If this Agreement is terminated by Purchaser the Earnest Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any further nghts obligations or liabilities hereunder except to the extent that any right obligation or liability set forth herein expressly survives termination of this Agreement Seller consents to Purchaser processing the necessary Governmental Approvals and agrees at Purchaser s request to execute any reasonable documentation necessary or appropriate m connection with Purchaser obtaining the Governmental Approvals SECTION 11 COVENANT RUNNING WITH THE LAND At Closing Purchaser agrees to execute a Covenant Running with the Land (the Name Display Covenant ) substantially in the form of Exhibit K attached hereto providing that the name C G Bebe Rebozo shall be displayed on a sign or monument engraved or displayed by other means (the Name Display ) on one of the primary municipal buildings intended to be constructed at the Property (i e by means of example only and not by means of limitation a fire station community center police station or Village Hall) or if a primary municipal building is not constructed at the Property then at the courtyard or plaza intended to be located at the Property The Name Display shall not be placed on such primary municipal building courtyard or plaza as selected by Purchaser until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure acts of god fire or other casualty repairs restoration renovation alteration or causes beyond the control of Purchaser Notwithstanding anything to the contrary contained m the Name Display Covenant if after construction and completion of the primary municipal building courtyard or plaza upon which the Name Display is located such primary mumcipal building courtyard or plaza is wholly or partially destroyed and Purchaser does not elect to rebuild restore or repair such primary mumcipal building courtyard or plaza then Purchaser shall not be obligated to replace the Name Display thereon The minunum size of the Name Display shall be twenty four (24) square feet (the Required Mmnnum Size ) If the Name Display is placed on a primary municipal building then the Name Display shall be visible from the front entrance thereof (the Building Visibility Requirement ) If a primary municipal building is not constructed at the Property and the Name Display is placed at the courtyard or plaza mtended to be located at the Property then the Name Display shall be placed m a prominent location at such courtyard or plaza (the Courtyard/Plaza Visibility Requirement) Provided that the Name Display is the Required Mmnnum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement as applicable is met the size location lettering and design of the Name Display shall be determined and selected by Purchaser in its sole discretion The Name Display Covenant shall automatically terminate on the date that the Property is no longer owned by Purchaser If the Property is no longer owned by Purchaser and the Name Display Covenant is thereby terminated then Purchaser agrees to change the name of that portion of West McIntyre Street fronting the Property which is the block located between Crandon Boulevard and Fernwood Road to Rebozo Boulevard Rebozo Street or Rebozo Road The Name Display Covenant shall be in recordable form Purchaser agrees to cause the Name Display Covenant to be promptly recorded after recordation of the Deed The provisions of this Section 11 shall survive the Closing 18 I� \ SECTION 12 CLOSING Subject to satisfaction of all conditions to Closing the Closing shall be held during regular business hours on the date which is ninety (90) days after the Effective Date The Closmg shall be held at the offices of Purchaser s Attorney at a time mutually acceptable to both parties If no such selection is timely made the Closing shall be held at 10 30 a m local time on the Closing Date or at such other time or such other place as may be mutually agreed in writing by the parties hereto 12 1 Dehvery Possession At Closing Seller shall deliver to Purchaser the items required of Seller under this Agreement and Purchaser shall deliver to Seller the balance of the Purchase Price (after crediting the Earnest Money and making other adjustments and prorations as provided herein) and the other items required of Purchaser under this Agreement Seiler shall deliver possession of the Property to Purchaser subject only to the Permitted Exceptions at the time of Closing Risk of loss shall remain with Seller until Closing 12 2 Closing Costs 12 2 1 Seller's Costs Seller shall pay (i) property transfer conveyance sales and other taxes due on the transfer of the Property (n) the fees and expenses of Seller s attorneys (m) the documentary stamps and surtaxes due on the Deed (iv) the cost of recording any corrective instruments (v) one half of the cost of the Survey if Seller does not provide Purchaser with an existing survey of the entire Property (vi) the cost of the abstract continuation or the cost of the computer title search update and STAR Report and (vii) the fees and expenses of Seller s attorneys 12 2 2 Purchaser's Costs Purchaser shall pay (i) any costs incurred by Purchaser m preparing and performing its due diligence investigations (u) the cost of the Title Commitment (in) the premium for the Owner s Title Policy (iv) the cost of recording the Deed (v) the cost of the Survey if Seller provides Purchaser with an existing survey of the entire Property (vi) one half (1/2) of the cost of the Survey if Seller does not provide Purchaser with an existing Survey of the entire Property and (vn) the fees and expenses of Purchaser s attorneys 12 23 Other Costs Any other costs not specifically provided for in subsection 12 2 1 subsection 12 2 2 or otherwise pursuant to the terms of this Agreement shall be paid by the party who incurred those costs or if neither party is charged with incurrmg any such 19 costs then by the party customarily assessed for such costs m the place where the Property is located Any escrow fees document preparation charges of the Title Company and other escrow related charges of the Escrow Agent in its capacity as escrow agent only shall be paid equally by Seller and Purchaser 12 2 4 Survival The provisions of this subsection 12 2 shall survive the Closmg and the delivery of the Deed 12 3 Purchaser's Conditions to Closing Purchaser s obligation to purchase the Property or otherwise to perform any obligation provided m this Agreement is expressly conditioned upon the fulfillment or satisfaction of each of the following conditions precedent on or before the Closing Date (any of which may be waived only m writing by Purchaser m its discretion) 12 3 1 Seller shall have fully performed each undertaking and covenant and agreement to be performed by Seller under this Agreement including but not limited to delivery of all items and documents required under Section 14 below 12 3 2 Each representation and warranty made m this Agreement by Seller shall be complete true and accurate 12 3 3 The Owner s Title Policy shall be issued or in lieu of issuance of the foregoing at Closing the Title Company shall have delivered a "marked up Title Commitment subject only to the Permitted Exceptions with gap coverage deleting all requirements and deleting the standard exceptions 12 3 4 Seller shall have delivered to Purchaser at no cost to Purchaser an executed termination of each Operatmg Agreement which Purchaser designates is to be termmated by written notice to Seiler on or before the Termination Date 12 3 5 Without additional cost or charge to Purchaser all Permits Warranties and other Intangible Property shall be assigned to Purchaser to the extent the same are assignable 12 3 6 Except as cured by Seller or otherwise approved or waived m writmg by Purchaser no event shall have occurred which may have an adverse effect on the operation or physical condition of the Property 20 12 3 7 No amendments restatement adoption or repeal of any laws statutes codes acts ordinances orders judgments decrees injunctions rules regulations permits licenses authorizations directions and requirements of all governmental authorities officials agencies and officers ordinary or extraordinary shall have occurred which is apphcable to the Property and has or could have an adverse effect upon the value use operation zoning development or condition thereof 12 3 8 There shall be no development or building moratona in effect with regard to the Property as of the Closing Date including without lnnrtation any prohibition ansmg from a failure to meet concurrency standards established under Chapter 163 of the Florida Statutes the administrative rules thereunder and local governmental ordmances and regulations thereunder 12 3 9 The Land shall have been subdivided from all other property m accordance with all apphcable governmental requirements and shall be assessed as a separate tax lot or tax parcel independent of all other parcels of land not being conveyed hereunder If any of the foregoing conditions are not satisfied at or before Closing then m addition to any remedy available to Purchaser under this Agreement, Purchaser may ternunate this Agreement by written notice to Seller m which event the Earnest Money shall be returned to Purchaser and the parties shall be released from all obligations and liabilities under this Agreement except those that expressly survive termination of this Agreement SECTION 13 PROBATIONS AND CREDITS AT CLOSING All prorations provided to be made as of the Closing Date shall each be made as of 11 59 p m local time on the date immediately preceding the Closing Date In each proration set forth below the portion thereof allocable to periods begrnnurg with the Closing Date shall be credited to Purchaser or charged to Purchaser as applicable at Closing or in the case of allocations made after Closing upon receipt of such payments or mvoice as of the Closing Date Except as may otherwise be specified herem the following items shall as applicable be prorated between Purchaser and Seller or credited to Purchaser or Seller 13 1 Property Taxes and Assessments 13 1 1 Taxes Seller acknowledges and agrees that the Property is being purchased by an exempt governmental entity and that the Seller must comply with Section 196 295 Florida Statutes regardmg real estate taxes 21 F 1312 Special Assessments Certified confirmed and ratified special assessment hens as of Date of Closmg (and not as of the date of this Agreement) shall be paid by Seller or Purchaser shall receive a credit therefor Pending hens as of Date of Closing shall be assumed by Purchaser provided however that where the improvement for which the special assessment was levied had been substantially completed as of the date of this Agreement such pending hens shall be considered as certified confirmed or ratified and Seller shall at Closmg be charged an amount equal to the estimated assessment for the improvement 13 2 Utility Expenses and Payments Seller shall have sole responsibility for all utility charges accrued as of the Closing, Date Purchaser shall be responsible for making any necessary arrangements for the continuation of all utility services to the Property following Closmg Seller shall cooperate with Purchaser and execute all necessary documents as reasonably required by Purchaser to accomplish the foregoing 13 3 Operating Agreement Payments All payments due or made under any Surviving Contracts shall be prorated as of the Closmg Date except that Seller shall be solely responsible for payments made to cure any default by Seller under the Surviving Contracts 13 4 Rent Seller shall be entitled to all Rent for the period to the Closmg Date Purchaser shall be entitled to all Rent accruing as of the Closing Date and receive a credit at Closing therefore However if at the time of Closmg there shall be any delinquent Rent owing from the Dry Cleaning Tenant or the BFI Tenant covering any period of time or any obligation incurred prior to the Closing Date Purchaser shall use reasonable efforts to collect such delinquent Rent and shall promptly remit the same to Seller upon receipt by Purchaser but shall have no obligation to institute any proceedings Any Rent collected by Purchaser shall be applied first to current Rent due and thereafter to delinquent Rent Purchaser may deduct its reasonable collection expenses from Rents collected prior to remitting such rents to Seller 13 5 Security Deposits and Prepaid Rentals Security deposits m the possession of Seller and any interest accrued thereon shall be transferred to Purchaser at Closing Purchaser shall be given a credit agamst the Purchase Price for all prepaid rentals paid by tenants under the Leases 13 6 Other Matters Seller and Purchaser shall make such other adjustments and apportionments as are expressly set forth in this Agreement 13 7 Survival The provisions of this Section 13 shall survive the Closmg and the delivery of the Deed In the event fmal figures have not been reached on any of the adjustments prorations or costs which are to be adjusted at or prior to Closmg pursuant to this Section 13 the parties shall close using adjustments and prorations reasonably estimated by Seller and Purchaser subject to later readjustment when such final figures have been obtained The parties hereto agree that they shall seek to determine the amounts of all prorations and adjustments required hereunder 22 on or before the Closmg Date if possible and to the extent not then obtainable within one (1) year of Closing SECTION 14 CONVEYANCES AND DELIVERIES AT CLOSING 14 1 Warranty Deed At Closing Seller shall convey the Land and Improvements to Purchaser by a duly executed and recordable statutory warranty deed in substantially the form attached hereto as Exhibit D (herein referred to as Deed ) subject only to the Permitted Exceptions 14 2 Bill of Sale At Closing Seller shall also convey the Personal Property to Purchaser by a duly executed Bill of Sale m substantially the form attached hereto as Exhibit E 14 3 Assignment of Surviving Contracts and Other Interest At Closing Seller shall assign to Purchaser and Purchaser shall assume Seller s interest in the Surviving Contracts by duly executed assignment and assumption agreement substantially in the form attached hereto as Exhibit F Seller shall obtain any and all necessary consents for assignment and shall deliver the same to Purchaser at or prior to Closmg 14 4 Assignment of Leases and Security Deposits At Closing Seller shall execute and deliver to Purchaser a duly executed Assignment of Leases and Secunty Deposits m substantially the form attached hereto as Exhibit J together with the original Leases and any guarantees thereof 14 5 Contracts. Records and Plans At or simultaneously with the Closing Seller shall deliver to Purchaser the originals (or if originals are unavailable certified copies) of the Surviving Contracts the Warranties the Records and Plans the Plans and Specifications and the Permits Seller may keep copies of such materials at Seller s sole cost and expense 14 6 Section 1445 Certificate At Closing Seller shall execute and deliver to Purchaser and the Title Company a certificate substantially in the form as Exhibit G attached hereto stating that Seller is not a foreign person as defined m Section 1445 of the Internal Revenue Code and the regulations thereunder 14 7 Form 1099 At Closing Seller shall execute and deliver to Purchaser and the Title Company such federal income tax reports respecting the sale of the Property as required by the Internal Revenue Code and such other information required by the Title Company to complete IRS Form 1099 with respect to this transaction 14 8 Termination of Agreements Seller shall at Closing deliver to Purchaser an executed original of an agreement termmating as of the Closing Date any and all Operating Agreements which are not Survivmg Contracts 23 14 9 Affidavit of Title At Closmg Seller shall execute and deliver to Purchaser and to the Title Company a no hen possession and gap title affidavit in the form required by the Title Company together with such resolutions affidavits documents and certificates as the Title Company may reasonably require to issue the Owner s Title Policy m accordance with the terms of this Agreement 14 10 Closmt Statement At Closmg Seller and Purchaser shall execute and deliver a Closing Statement which shall among other items set forth the Purchase Price all credits against the Purchase Price the amounts of all proration and other adjustments to the Purchase Price and all disbursements made at Closing on behalf of Purchaser and Seller m accordance with the terms of this Agreement 14 11 Tenant Estoppel Certificates At Closing Seller shall deliver to Purchaser an estoppel certificate from each of the Dry Cleaning Tenant and the BFI Tenant m a form prescribed by Purchaser dated no earlier than fifteen (15) days before the Closing Date and Purchaser shall have approved any material modification made by the Dry Cleaning Tenant or the BFI Tenant to such form and any information inserted by the Dry Cleaning Tenant or the BFI Tenant which is at vanance with the information contained m this Agreement with respect to the Dry Cleaner s Lease and the BFI Lease 14 12 Tenant Letter A letter to each of the Dry Cleaning Tenant and the BFI Tenant advising the Dry Cleaning Tenant and the BFI Tenant of the sale to Purchaser of the Property and directing the Dry Cleaning Tenant and the BFI Tenant to pay all Rent accruing under their respective Leases from and after the Closing Date to Purchaser and to recogmze Purchaser as landlord under their respective Leases 14 13 Evidence of Authority At Closing Seller shall update Evidence of Authority dated not more that five days before the Closing Date 14 14 Trust Agreement At Closing Seller shall deliver to Title Company (r) a certified copy of all or such portions of Seller s trust agreement as shall be required by the Title Company (u) a memorandum of Seller s trust agreement or affidavit with respect to Seller s trust agreement in recordable form which memorandum or affidavit shall be in such form and shall contain such mformation as required by the Title Company and (m) such other documentation with respect to Seller s trust agreement as the Title Company may require to issue the Owner s Title Policy m accordance with the terms of this Agreement 1415 General Assignment At Closing Seller will deliver to Purchaser a general assignment to the extent assignable of the Records and Plans Warranties Permits the Intangible Property and all other property and rights included in the transaction contemplated by this Agreement which assignment shall be substantially in the form attached hereto as Exhibit H 24 1416 Transfer Tax Returns At Closing Seller will execute and deliver Florida Depaitiuent of Revenue Form DR 219 14 17 Disclosure Affidavit At least ten (10) days prior to Closing Seller shall execute and deliver to Purchaser an affidavit in recordable form as required by the provisions of Section 286 23 Florida Statutes 14 18 Conveyance of Awards At Closmg Seller shall if and to the extent applicable deliver to Purchaser all proper instruments for the conveyance of any condemnation insurance or other awards or proceeds described in and subject to and m accordance with Section 16 hereof all duly executed by Seller 14 19 Physical Possession At Closing Seller shall deliver to Purchaser keys to the Property any tenant keys and possession of the Property subject only to the nghts of (i) the Dry Cleaning Tenant under the Dry Cleaner s Lease and (u) the BFI Tenant under the BFI Lease 14 20 Seller's Certificate At Closing Seller shall deliver to Purchaser a certificate of Seller dated as of the Closing Date certifying (i) that all representations and warrantees of Seller under this Agreement are true and correct in all respects as of the Closing Date (except as the same may have been changed as permitted m accordance with the terms of this Agreement and disclosed to Purchaser prior to Closing) and (u) to Seller s actual knowledge that there has occurred no default or breach nor any event which with notice or with the passage of time or both would constitute such a default or breach by Seller under this Agreement 14 21 Seller's Affidavit At Closing Seller shall deliver to Purchaser an Affidavit m form reasonably satisfactory to Purchaser confirming that Seller is duly formed validly existing and m good standing under the laws of the state of its formation and in the state where the Property is located that Seller and the person executing the closing documents on behalf of Seller has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and that the execution delivery and performance of this Agreement and of all mstruments to be executed and delivered by Seller hereunder have been duly authonzed by all necessary action on the part of Seller and will not conflict with or result in a breach of or any order judgment wnt injunction or decree of any court or governmental instrumentality or of the trust agreement of Seller or any agreement or instrument to which Seller is a party or by which it is bound or to which the Property is subject 14 22 Name Display Covenant At Closing Purchaser shall execute the Name Display Covenant substantially m the form of Exhibit K attached hereto 14 23 Other Documents At Closing Seller and Purchaser shall deliver to each other any other documents expressly required to be delivered or furnished pursuant to any other provisions of this Agreement or reasonably required to carry out the purpose and intent of this Agreement 25 SECTION 15 NOTICES All notices consent approvals and other communications which may be or are required to be given by either Seller or Purchaser under this Agreement shall be properly given only if made m writmg and sent by (a) hand delivery (b) electronic facsimile or other transfer device with telephone or other confirmation of receipt provided that a hard copy of such notice is mailed by US first class mail postage prepaid on or before the next Business Day following such telecopy delivery or (c) a nationally recognized overnight delivery service (such as Federal Express UPS Next Day Air Purolator Courier or Airborne Express) with all delivery charges paid by the sender and addressed to the Purchaser or Seller as applicable as follows or at such other address as each may request m writing Such notices shall be deemed received (1) if delivered by hand or overmght delivery service on the date of delivery and (2) if sent by electronic transfer on the date transmission is confirmed by telephone or return electronic transfer from the receiving party provided that a hard copy of such notice is mailed by US first class mail postage prepaid on or before the next Business Day following such telecopy delivery The refusal to accept delivery shall constitute acceptance and in such event the date of deliver) shall be the date on which delivery was refused Said addresses for notices are to be as follows IF TO SELLER Thomas H Wakefield Co Trustee Charles Fred Rebozo Co Trustee Mary R Bouterse Co Trustee c/o Olga Guilarte 524 Fernwood Road Key Biscayne FL 33149 Telecopy No (305) 365 0041 with a copy to Wicker Smith Tutan 0 Hara McCoy Graham & Ford P A 5th Floor Grove Plaza Building 2900 Middle Street (S W 28th Terrace) Miami Florida 33133 Attention Nicholas E Christm Esq Telecopy No (305) 441-1745 IF TO PURCHASER Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 Attention C Samuel Kissinger Village Manager Telecopy No (305) 365 8936 26 with a copy to Weiss Serota HelfuIan Pastoriza & Guedes P A 2665 South Bayshore Drive Suite 420 Miami Florida 33133 Attention Elame M Cohen Esq Telecopy No (305) 854 2323 SECTION 16 CASUALTY AND CONDEMNATION 16 1 Casualty Prior to the Closing Date and notwithstanding the pendency of this Agreement the entire risk of loss or damage by fire or other casualty shall be borne and assumed by Seller except as otherwise provided m this subsection 16 Until the Closing has occurred Seller shall keep all insurance policies in effect with respect to the Property If prior to the Closing Date any part of the Property is damaged or destroyed by fire or other casualty Seller shall immediately notify Purchaser of such fact If such damage or destruction is matenal (as defined below) Purchaser shall have the option to terminate this Agreement upon written nonce to Seller given not later than thirty (30) days after receipt of Seller s notice For purposes hereof matenal shall be deemed to be any uninsured damage or destruction to the Property (except that a casualty shall not be deemed unmsured solely because all or a portion of the cost of the casualty is subjected to a deductible) or any insured damage or destruction (i) where the cost of repair or replacement is estimated m Purchaser s good faith judgment to be Thirty Five Thousand and No/I00 or more for the Improvements or (u) where the repair or replacement is estimated m Purchaser s good faith judgment to require more than one hundred twenty (120) days to repair If Purchaser does not exercise this option to terminate this Agreement or if the casualty is not material neither party shall have the right to terminate this Agreement and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price but Seller at Closing shall assign to Purchaser and Purchaser shall be entitled to receive and keep all insurance proceeds payable with respect to such casualty plus Seiler shall pay over to Purchaser the sum of (a) all msurance proceeds previously paid to Seller with respect to such casualty (other than amounts expended by Seller for emergency repairs or for repairs which are approved m writing by Purchaser) and (b) an amount equal to the deductible amount with respect to the insurance In such event Seller shall not be obligated to repair or restore the Property If Purchaser does not elect to terminate this Agreement by reason of any casualty Purchaser shall have the right to participate in any adjustment of the insurance claim and m such event Purchaser and Seller shall cooperate each with the other m good faith 16 2 Condemnation At Closing Seller shall assign to Purchaser all of Seller s right title and mterest m and to the beds of streets roads alleys avenues and highways abutting the Property and all of Seller s right title and mterest m and to all awards m condemnation or damages or any kind to which Seller is entitled at the time of Closing by reason of any exercise of power of eminent domam with respect thereto or for the taking of the Property or any part 27 thereof or by reason of any other event affecting the Property which gives nse to a damage claim against a third Party after the date hereof Prior to the Closmg Date if all or any portion of the Property is taken or if access thereto is reduced or restricted by eminent domain or otherwise (or if such taking reduction or restriction is pending threatened or contemplated) (hereinafter a Condemnation Proceeding ) Seller shall immediately notify Purchaser of such fact In the event that such notice related to the taking of all or any portion of the Property Purchaser shall have the option in its sole and absolute discretion to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of Seller s notice whereupon the Earnest Money shall be refunded to Purchaser and thereafter neither Party shall have any nghts obligations or liabilities hereunder except with respect to those rights obligations or liabilities which expressly survive the termination of this Agreement If Purchaser does not elect to terminate this Agreement as herein provided Seller shall pay to Purchaser any award received by Seller prior to Closing and Purchaser shall have the right to participate with Seller in any Condemnation Proceeding affecting the Property provided that in doing so Purchaser shall cooperate with Seller in good faith SECTION 17 BROKERS Each party represents to the other that such party has not incurred any obligation to any broker finder or real estate agent with respect to the purchase or sale of the Property Each of Seller and Purchaser warrants and represents to the other that such party has employed (expressly or imphedly) no broker agent or other such Person as to which a commission or other such fee is or would become due or owing as a result of the purchase and sale contemplated hereby and has made no agreement (express or unplied) to pay any broker s commission or other such fees in connection with the purchase and sale contemplated by this Agreement Each of Seller and Purchaser agrees to indemnify and defend the other agamst and to hold the other harmless of and from all claims demands and liabilities (including reasonable attorney s fees and expenses incurred m defense thereof) for any commission or fees payable to or clamped by any broker agent or other such Person arising out of the employment or engagement of such Person employed (expressly or imphedly) by Seller of Purchaser as applicable or with whom Seller or Purchaser as applicable has or is claimed to have made an agreement (express or implied) to pay a commission or other such fee provided however Purchaser s mdemmfication obligations under this Section 17 are subject to the provisions and monetary limitations of Section 768 28 Florida Statutes The representation warranties undertakings and mdenuuties of this Section 17 shall survive the Closmg hereunder and any termination of this Agreement SECTION 18 INDEMNITIES 18 1 Seller's Indemnity Seller hereby agrees to indemnify protect defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council members administrative officials agents employees successors and assigns from and against any and all claims damages losses liabilities costs and expenses (including reasonable attorneys fees actually incurred) which may at any time followmg the Closing Date be asserted against or suffered by Purchaser arising out of or resulting from the following (whether asserted or accruing before or after Closing) 28 f 18 1 1 any personal injury or property damage occurring prior to the Closmg Date unless caused by the negligence of Purchaser or its agents or contractors 18 1 2 any amounts due under any Surviving Contract for a period prior to the Closmg Date and with respect to any Operatmg Agreements that are not being assumed by Purchaser any amounts coming due under those Operatmg Agreements 18 1 3 utility bills for the penod prior to Closmg Date 1814 any sales use or other taxes payable in connection with this transaction or with respect to the operation of the Property prior to Closing 18 1 5 Seller s failure to comply with the provisions of this Agreement which require performance or payment on the part of Seller after Closing 18 3 Survival The provisions of Section 18 shall survive the Closing hereunder and the delivery of the Deed SECTION 19 DEFAULT/REMEDIES 191 Seller's Default/Purchaser's Remedies Notwithstanding any other remedy provided for herein 1 Seller defaults in the observance or performance of its covenants and obligations hereunder Purchaser may at its option terminate this Agreement and receive a refund of the Earnest Money or seek specific performance of this Agreement without in either case waiving any action for damages resulting from Seller s breach 19 2 Purchaser's Default/Seller's Remedies If Purchaser defaults in the observance or performance of its covenants and obligations hereunder then Seller as its sole and exclusive remedy shall (as an election of remedies) receive the Earnest Money from Escrow Agent as liquidated damages Purchaser and Seller acknowledge the difficulty of ascertaining the actual damages in the event of such default that it is impossible to more precisely estimate the damages to be suffered by Seller upon such default that the retention of the Earnest Money by Seller is intended not as a penalty but as full liquidated damages and that such amount constitutes a good faith estimate of the potential damages arising therefrom Seller s right to so terminate this Agreement and to receive liquidated damages as aforesaid is Seller s sole and exclusive remedy Seller hereby waives relinquishes and releases any and all other rights and remedies mcluding but not limited to (1) any right to sue Purchaser for damages or to prove that Seller s actual damages exceed the amount which is hereby provided Seller as fully liquidated damages or (2) any other right or remedy which Seller may otherwise have against Purchaser either at law or equity or otherwise 29 3 3✓ SECTION 20 ASSIGNMENT Purchaser may assign its rights under this Agreement SECTION 21 ESCROW AGENT 21 1 Performance of Duties Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement Escrow Agent shall not be deemed to have any implied dunes or obhgations under or related to this Agreement 21 2 Rehance Escrow Agent may (i) act m reliance upon any writing or instrument or signature which it m good faith believes to be genuine (n) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and (in) assume that any person purporting to give any writing notice advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so Escrow Agent shall not be liable m any manner for the sufficiency or corrections as to form manner of execution or validity of any instrument deposited m 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 1 213 Right to Interplead If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement or about their respective rights and obligations or about the propriety of any action contemplated by Escrow Agent Escrow Agent may but shall not be required to file an action m mterpleader to resolve the disagreement upon filing such action Escrow Agent shall be released from all obligations under this Agreement 21 4 Attorney's Fees and Costs In any suit between Purchaser and Seller wherein Escrow Agent is made a party because of acting as Escrow Agent hereunder or m any suit wherein Escrow Agent mterpleads the subject matter of the Escrow Escrow Agent shall recover reasonable attorney s fees and costs incurred with the fees and costs to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party The parties hereby agree that Escrow Agent shall not be hable to any party or person for misdelivery to Purchaser or Seller of items subject to this escrow unless such misdelivery is due to willful breach of this Agreement or gross negligence of Escrow Agent 21 5 Escrow Agent as Counsel for Purchaser It is acknowledged that Escrow Agent is counsel for Purchaser It is agreed that Escrow Agent shall not be disabled or disqualified from representing Purchaser its council members parents officers directors or agents in connection with any dispute or litigation which may arise out of or m connection with this transaction or this Agreement as a result of Escrow Agent acting as the escrow agent under this Agreement and the Seller waives any claim or right to assert a conflict arising out of or in connection with the foregoing 30 SECTION 22 GENERAL PROVISIONS 22 1 Entire Agreement This Agreement and all the Exhibits referenced herem and annexed hereto contain the final complete and entire agreement of the parties hereto with respect to the matters contained herem and no poor agreement or understanding pertammg to any of the matters connected with this transaction shall be effective for any purpose Except as may be otherwise expressly provided herein the agreements embodied herem may not be amended except by an agreement m writing signed by the parties hereto 22 2 Governing Law This Agreement shall be governed by and construed under the laws of the State of Florida 22 3 Further Assurances Seller and Purchaser each agrees to execute and deliver to the other such further documents or mstruments as may be reasonable and necessary m furtherance of the performance of the terms covenants and conditions of this Agreement This covenant shall survive the Closing 22 4 Interpretation The titles captions and paragraph headings are inserted for convenience only and are m no way intended to interpret define limit to expand the scope or content of this Agreement or any provision hereto If any party to this Agreement is made up of more than one Person then all such Persons shall be mcluded jointly and severally even though the defined term for such party is used in the singular m this Agreement This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated whether or not any other words of phrases have been added this Agreement shall be construed as if the words or phrases so stricken out or otherwise eimunated were never included m this Agreement and no implication or mference shall be drawn from the fact that said words or phrases were so stricken out or otherwise elmunated 22 5 Counterparts This Agreement may be executed m separate counterparts It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties of this Agreement Facsimile copies shall be deemed ongrnals 22 6 Non waiver No waiver by Seller or Purchaser of any provision hereof shall be deemed to have been made unless expressed in writmg and signed by such party No delay or omission in the exercise of any right or remedy accrumg to Seller or Purchaser upon any breach under this Agreement shall impair such right to remedy or be construed as a waiver of any such breach theretofore or thereafter occurring The waiver by Seller or Purchaser of any breach of any term covenant or condition herein stated shall not be deemed to be a waiver of any other breach or of a subsequent breach of the same or any other term covenant or condition herein contained 31 22 7 Severabihty This Agreement is intended to be performed in accordance with and only to the extent permitted by applicable law If any provisions of this Agreement or the application thereof to any Person or circumstance shall for any reason and to any extent be invalid or unenforceable but the extent of the invalidity or unenforceability does not destroy the basis of the bargain between the parties as contained herein the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law 22 8 Exhibits The Exhibits referred in and attached to this Agreement are incorporated herein m full by this reference 22 9 Attorneys' Fees In the event of any controversy claim or dispute between the parties arising from or relating to this Agreement (including but not limited to the enforcement of any mdemmty provisions) the prevailing party shall be entitled to recover reasonable costs expenses and attorneys fees including but not bunted to court costs and other expenses through all appellate levels 22 10 Business Days If any date provided for m this Agreement shall fall on a day which is not a Business Day the date provided for shall be deemed to refer to the next Business Day 22 11 Time is of the Essence Time is of the essence m this Agreement 2212 No Personal Liability of Council Members, Admnnstrative Officials or Representatives of Purchaser Seiler acknowledges that this Agreement is entered into by a mumcipal corporation as Purchaser and Seller agrees no individual council member administrative official or representative of Purchaser shall have any personal liability under this Agreement or any document executed in connection with the transactions contemplated by this Agreement 22 13 Effective Date If this Agreement is not executed by and delivered to all parties to it on or before July 9 1999 at 5 00 p m this Agreement shall after that tmie be null and void and of no further force and effect and neither party shall have any obligations hereunder For purposes of calculation of all time periods within which Seller or Purchaser must act or respond as herein described all phrases such as the date of this Agreement the date of execution of this Agreement or any other like phrase referring to the date of the Agreement shall mean and refer to the Effective Date of this Agreement 22 14 Radon Disclosure Radon is a naturally occurring radioactive gas that when it has accumulated in a building m sufficient quantities may present health risks to persons who are exposed to it over time Levels of radon that exceed federal and state guidelines have been found m buildings m Florida Additional information regarding radon and radon testing may be obtained from your county public health unit Pursuant to §404 056(8) Florida Statutes 32 en- By V_ LACB 0 KEY ataC..Yltic 1 /23/99 FRI 11 1S FAX 305 854 2323 J/29 TVE II 14 FAS 361 0118 305 35 B9.S Jul 23 99 12 06 WEISS SEROTA & RE - (AN T W1.R,EItLD Page 2 2 1 JUL 20 -see se 14 FROM ureic h &r u-nc_ae Rr&JcJNIIA ALZAJ(&. 5MTTM MIAMI fM� 1'V 10 9024 /4 S 13 777 u...) S..r. r K6Y LAND fROn JIi 1y es C; 10 ?ROM Intent anal.* nlaj 323 ]fS ro 3041, Jul •29JT r 19 159s et wi P2 PACE 9!. ita tba 1EZIal as faff bf liki� Ratak atEumnayy a4taIr =et ° nort 12i azarscan In SP sow Watt sea* Aiii A Awls Pawn es Arta nag Sift aft A Si Asen stair is f ve *dap ac +we l eJaec _atrt at, me tassenst aarInta7a Ita. leYyb�C b0 aff te Sigela nis Mash 22.14 askossas_ yew See soss:d Pa ic An Agawam Ara fa ga as ilw Ail linigsrans ran Wellman= k A6Os1 aullijaltaacet-Sealthitailic""cenicegagagsk alli-Sadisarkm..4 44._ ra mil, m la alma*ie C +4 9d in by she wan Tan) in Peas es mt. Sal at back sac t ant d a d. our sin Pad a spy y aa Attar 1St baatataai 07 dui eft oar mane 1,, let et St ill la laadaimat?net le es etzestaier b t --asir sank an s.1V & was it -arose - �r wra4c i� ann. baccaeatiec➢ai1111101: �„ ain NOMA so F two y=rcadamal PACE 003 0003 S/2 a* ern Samar pis to; am s WOW 1111101411• 10.1 Sit*adaa alt wile as enre iNsi tit' OY > 2215 Waiver of Trial by Jury SELLER AND PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION THEREWITH 22 16 No Negotiation With Other Persons Seller agrees not to contract to sell or enter into negotiations for the sale of the Property to any person or entity other than Purchaser for so long as this Agreement is m effect IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed as of the clay and year first above written Witnesses Rich dt, "w,.A_444, (ice z,„ 33 SELLER Thomas Wakefield Jls Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Mary R B')iterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date �3 o1/ fee PURCHASER VILLAGE OF KEY BISCAYNE a Florida Attest municipal corporation Village Clerk Approved as to legal form and sufficiency By > "_✓l/ Village Attorney By Name C Samuel Kissfiiger Title Village Manag Date 51 7/� latf7 ESCROW AGENT Weiss Serota Helfinan Pastoriza & Guedes P A By g2a.C. CQrYV Ca&C Name cr ci re LI CcLte., Title orrt Date 7R a / ;dr 103032/Agreements/purchase and sale Agreement execution copy 6 28 99 34 EXHIBIT "A' LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2 068 ACRES PARCEL 1 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Flonda bemg more particularly described as follows Begin at the intersection of the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the East Line of Femwood Road as the same is known on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Florida thence Northerly along the East Line of said Femwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 5D feet to a Point of Compound Curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a Point of Tangency the same being a point on the South Line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South Line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South Line of said Tract 4 of said MATHESON ESTATES KEY BISCAYNE thence West along the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for 205 69 feet to the Point of Begmtung Lying and being m Section 5 Township 55 South Range 42 East Dade County Flonda Folio No 244232-001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Flonda being more particularly described as follows Begin at the intersection of the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the West Line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West Line of the aforesaid Crandon Boulevard and along a circular curve to the right having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a Point of Reverse Curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a Point of Tangency thence due West along the South Lme of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE thence due East along the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for a distance of 194 35 feet to the Point of Begmning lying and being in Section 5 Township 54 South Range 42 East Miami Dade County Florida Folio No 24 4232 001-0060 EXHIBIT "D" FOiL--DEED Return to Elaine M Cohen Esq Weiss Scrota Helfman Paste _ & G d PA 2665 South Bayshore Dn e S it 420 Miami Flonda 33133 Thus Instrument Prepared by Elam M Cohen Esq Weiss Scrota Helfman Pasmrua & Guedes P A 2665 South Bayshore Dnve Suite 420 Miami Flonda 33133 Property Appraisers Parcel Identification (Foho) Number(s) 241232-001-0060 and 24-4232-001-006I Grantees) S S #(s) 65-0236174 WARRANTY/ ED STkTUTC F S 689 07 EXHIBIT D (Wherever used herem the terms first party and second party shall include singular and plural heirs legal representau es, and assigns of mdtvtduals and the successors and assigns of corporations wherever the context so admits or requres THIS INDENTURE Made this day of 1999 Between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended of the County of Miami Dade in the State of Florida parties of the first part and the Village of Key Biscayne a Florida mumcipal corporation of the County of Miami Dade in the State of Flonda whose post office address is 85 West McIntyre Street, Key Biscayne Florida 33149 party of the second part Witnesseth That the said parties of the first part for and m consideration of the sum of Ten ($10 00) Dollars to it m hand paid by the said party of the second part the receipt whereof is hereby acknowledged have granted bargained and sold to the said party of the second part it successors and assi s forever the following descnbed land situate and being in the County of Miami -Dade State of Florida to wit See Exhibit A attached hereto and made a part hereof Subject to those matters set forth on Exhibit B attached hereto And the said parties of the first part do hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever IN WITNESS WHEREOF, The said parties of the first part have hereunto set their hand and seal the day and year first above written Signed sealed and delivered m the presence of Witness Signature Thomas H Wakefield as Successor Trustee Printed Name of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated Jantary 20 1989 as modified and amended Witness Signature and not Individually Printed Name Witness Signature Prmted Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Prmted Name STATE OF ) )SS COUNTY OF ) Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually The foregoing instrument was acknowledged before me this day of 1999 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) 2 STATE OF )SS COUNTY OF The foregoing instrument was acknowledged 1999 by Charles Fred Rebozo as Successor Trustee under Revocable Trust Agreement dated January 20 personally known to me or who has produced identification STATE OF COUNTY OF )SS before me this day of of the Charles G Rebozo Revocable Trust 1989 as modified and amended who is as (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) The foregoing instrument was acknowledged before me this day of 1999 by Mary R Bouterse as Successor Trustee of' the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification 1030 2lagreementhezhiba D rev 3 26-99 (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) 3 EXHIBIT "A LEGAL DESCRIPTION EXHIBIT ' A' Legal Description of parcels 1 and 2 EXHIBIT "B' OPERATING AGREEMENTS None EMHBIT `B' SCHEDULE OF PERSON 4I. PROPERTY EXHIBIT "B' Permitted Exceptions ti EXHIBIT 'E' FORM OF BILL OF SALE EXHIBIT E" BILL OF SALE KNOW ALL MEN BY THESE PRESENTS that Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trus under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively Seller ) for and in consideration of the sum of Ten and No/100 (S10 00) Dollars lawful move% of the United States to it paid by the Village of Key Biscayne a Florida municipal corporation ( Purchaser ) the receipt whereof is hereby acknowledged has granted bargained sold transferred and delivered and by these presents does grant bargain sell transfer and deIr er unto the Purchaser its successors and assigns the following goods and chattels All of the tangible personal property of Seller used in connection with or located in on or at the real property legally described on Exhibit A attached hereto (the Real Property ) and all replacements thereof including but not limited to the property listed on Exhibit B attached hereto excepting therefrom any articles of personal property belongmg to tenants occupying the improvements situated on the Real Property TO HAVE AND TO HOLD the same unto the Purchaser its successors and assigns forever AND Seller does for itself and its heirs executors and admnustrators covenant to and with the Purchaser its successors and assigns that Seller is the lawful owner of the said goods and chattels that they are free from all encumbrances that Seller has good right to sell the same aforesaid and that Seller will warrant and defend the sale of said property goods and chattels hereby made unto the Purchaser its successors and assigns against the lawful cIaims and demands of all persons whomsoever EN WITNESS WHEREOF Seller has executed this Bill of Sale as of the 1999 Witness Signature Printed Name Witness Signature Printed Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Prmted Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Prmted Name STATE OF ) )SS COUNTY OF ) Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trus under Revocable Trust Agreement dated January 20 1989 as modified and amended The foregoing instrument was acknowledged before me this day of 1999 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) STATE OF ) )SS COUNTY OF The foregoing instrument was acknowledged 1999 by Charles Fred Rebozo as Successor Trustee under Revocable Trust Agreement dated January 20 personally known to me or who has produced identification STATE OF )SS COUNTY OF before me this day of of the Charles G Rebozo Rey ocable Trust 1989 as modified and amended who is as (Signature of person taking acknowledgment) (Name of acknowledger typed punted or stamped) (Title or rank) (Serial number if any) The foregoing mstrument was acknowledged before me this day of 1999 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification 103032/acreements/exhtbit e bill of safe (Signature of person taking acicnowledement) (Name of acknowledger typed pnnted or stamped) (Title or rank) (Serial number if any) 3 y EXHIBIT 'F" FORM OF ASSIGNMENT OF SURVIVING CONTRACTS EXHIBIT F ASSIGNMENT AND ASSUMPTION OF SURVIVING CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF SURVIVING CONTRACTS (dug Agreement ) is made as of the day of 1999 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively Assignor ) and the Village of Key Biscayne a Honda municipal corporation ( Assignee ) RECITALS A Assignor and kssignee entered into that certain Purchase and Sale Agreement Gated (the Purchase Agreement ) pursuant to which among other things Assignor will sell and Assignee will purchase certain assets of Assignor as more parucularh described m the Purchase Agreement B In addition to those certain assets which Assignor will sell and Assignee wiII purchase pursuant to the Purchase Agreement Assignor has agreed to assign to Assignee all of Assignor s nght title and interest in and to certain of the Assignor s contracts and agreements described on Exhibit A attached hereto and incorporated herein by this reference (collectively the Surviving Contracts ) and Assignee is willing to accept such assignment and assume Assignor s obligations under the Surviving Contracts from and after the date of this Agreement NOW THEREFORE to accomplish such assignment m consideration of the mutual premises contained herein and in the Purchase Agreement and for other good and valuable consideranon, the receipt and sufficiency of which are hereby acicnowledged the parries hereto agree as follows 1 The above Recitals are true and correct and are incorporated herein by this reference 2 Assignor hereby sells assigns conveys sets over and transfers to Assignee all of its right title and interest m and to the Surviving Contracts 3 Assignor hereby represents and warrants to Assignee that as of the date of this Agreement (a) the Surviving Contracts are in full force and effect (b) neither Seller nor to the actual knowledge of Seller any other party to any of the Surviving Contracts are in default thereunder and no event or omission has occurred which with the passage of time or the giving of nonce or both would constitute a default under the Surviving Contracts (c) the copies of the Surviving Contracts which have been delivered to Assignee are complete and correct copies of such Surviving Contracts and (d) Assignor has made all payments and has performed all obligations of Assignor under the Surviving Contracts which have become due or payable by Assignor thereunder on or before the date hereof 4 Assignee hereby accepts the foregoing assignment and agrees to assume all of Assignor s obligations under the Surviving Contracts which may occur or anse from and after the date of this Agreement 5 Assignor and Assignee hereby agree and acknowledge that except for the obligations of Assignor under or arising out of the Surviving Contracts from and after the date of this Agreement Assignee is not assuming any other contracts or agreements under which the Assignor is a party and is not assuming any other habilities or obhgations of the Assignor 6 This Agreement and the assignment set forth above shall mure to the benefit of and be bmdmg upon the parties hereto and their respective successors and assigns The parties agree to execute and deliver such further and additional instruments agreements and other docurrents and to take such further actions as may be necessary to evidence or carry out the provisions of this Agreement Assignor further agrees to use its best efforts m obtammg any consents which may be necessary or appropriate to ensure the transfer and assignment of the Surviving Contracts IN WITNESS WHEREOF Assignor and Assignee have caused this Agreement to be duly executed as of the day and year first above written WITNESSES ASSIGNOR Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name 2 Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Punted Name Witness Signature Printed Name Mary R Bouterse as Successor Tn.stee [of the Charles G Rebozo Revocable Trust] under Revocable Trust Agreement dated January 20 1989 as modified and amended ASSIGNEE VILLAGE OF KEY BISCAYNE a Honda Witness Signature municipal corporation Printed Name By C Samuel Kissinger Village Manager Witness Signature Panted Name 103032\agreemenulexhba 3 F N F EXHIBIT A SURVIVING CONTRACTS EXHIBIT A SURVIVING CONTRACTS 7 EXHIBIT "G" FORM OF SECTION 1445 CERTIFICATE EXHIBIT G CERTIFICATION OF NON FOREIGN STATUS ENTITY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a L S real property interest must withhold tax if the transferor is a foreign person To inform the transferee that withholding of tax is not required upon the disposition of a U S real property interest In Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees [of the Charles G Rebozo Revocable Trust) under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Transferor ) the undersigned hereby certify the following on behalt of the Transferor named below 1 The Transferor is not a foreign corporation foreign partnership foreign mist or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) 2 The Transferor s U S employer identification number is 3 The Transferor s address is Thomas H Wakefield Co -Trustee Charles Fred Rebozo Co -Trustee Mary R Bouterse Co -Trustee c/o Olga Gurlarte 524 Femwood Road Key Biscayne Florida 33149 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine impnsonment or both Under penalties of perjury we declare that we have exanuned this certification and to the best of our knowledge and belief it is true correct and complete and we further declare that we have authority to sign this document on behalf of the Transferor TRANSFEROR Thomas 1-1 Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 1999 Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 1999 Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 1999 103032\exhibit G certification of Non Foreign Status l-7 EXHIBIT 'II FORM OF GENERAL ASSIGNMENT EXHIBIT H GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT ( Assignment ) is made this day of 1999 by Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended whose address is c/o Olga Gutlarte 524 Fernwood Road Key Biscayne Florida 33149 ( Assignor) m favor of the Village of Key Biscayne a Florida municipal corporation whose address is 85 West lvIcIntvre Street Kev Biscayne Flonda 33149 ( Assignee ) RECITALS A Assignor has this date conveyed to Assignee the real property described on Eenibit A Located m Miami Dade County Florida attached hereto (the Real Property ) and the improvements located thereon (the Improvements ) (the Real Property and the Improvements together the Property ) B In connection with the conveyance of the Property Assignor and Assignee intend that to the extent assiranable all of Assignor s nght title interest powers and pnvileges in and under all intangible personal property guaranties warranties permits licenses approvals certificates plans and specifications books records and other matters stated herein pertaining to the Property be assigned and transferred to Assignee NOW THEREFORE m consideration of the sum of Ten Dollars ($10 00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the Assignor to the extent assignable hereby assigns conveys transfers and sets over to Assignee the foIlowmg 1 All of Assignor s nght title interest powers and privileges m to and under all of the unangibIe personal property used in connection with or relating to the ownership use development operation management occupancy or maintenance of the Property 2 Ali of Assignor s nght title interest powers and privileges in and to all public and private contract rights and development or usage rights of Assignor with respect to the Property 3 All of Assignor s right title interest powers and privileges in and to (i) the as built plans and specifications used in the construction of the buildings and other Improvements located on the Real Property (including driveways walkways landscaping and mechanical electrical and plumbing systems) and (it) all books records and documents relating to the ownerslup use development operation management occupancy or maintenance of the Property 4 All of Assignor s right utle interest powers and pnvileges in to and under all of those existing guaranties warranties and indemnities from any person party or entire relating to the Property 5 All of Assignor s right title interest powers and privileges to the extent permitted by law in and under any notices of completion environmental and utility permits and approvals licenses permits authonzauons consents variances waivers use occupancy and operating permits and licenses and all other permits approvals and certificates obtained in connection with the use occupancy and operation of the Property from any federal state county municipal or other governmental or quasi -governmental body agency department board commission bureau or other entity or instrumentality To the extent such interests and items are assignable Assignor has good ngnt title and authority to assign convey transfer and set over to Assignee the interests and items cet forth above IN WITNESS WHEREOF Assignor has executed this General Assignment as of the date set forth above Signed sealed and delivered m the presence of Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Pnnted Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Printed Printed Name Witness—'— Signature --- Printed Name Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended STATE OF COUNTY OF )SS The foregoing instrument was acknowledged before me this 1999 by Thomas H Wakefield as Successor Trustee of the Charles G under Revocable Trust Agreement dated January day of 20 1989 as modified and amended,ozo vocab Revocable Trust personally known to me or who has produced and who is identification as (Signature of person taking aclmowledoment) (Name of acknowledges typed pruned or stamped) (Title or rank) (Sepal number if any) STATE OF ) )5S COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1999 by Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as idenuficanon (Signature of person taking acknowledsrnent) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) STATE OF ) )SS COUNTY OF ) The foregomg instrument was acknowledged before me this day of 1999 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Tale or rank) (Serial number if any) 103032\a,reemencs1exhibit lit eneral asssijnmenc , EXHIBIT A LEGAL DESCRIPTION , EXHIBIT "I-1" COPY OF DRY CLEANER'S LEASE F /h Poem A140 Commercial Lease and i=Xliat\ COMMERCIAL LEASE This lease is made between KEY LAND COMPANY, ItiC - 524 FE crcn NWOOeDallR Acs�orOAD KEY BISCAYNE PEDRO ORREGO herein called Lessee Lessee hereby offers to lease from Lessor the premises sor ituated i n the City of Key s Biscayne County of Dade 20 }ti< McIntyre Street upon the following TERMS and CONDITIONS 1 Term and Rent Lessor demises the above premises on a month to month basis • 19 97 , commencing APRIL 1st at the monthly rental payable equal U installmentsD era D c on the irs k FLA t SALES TAX Dollars (3 1 597s 59 unng thc term of this lease All rental payments shall be made to day each month for that month s yenta ssor Lessor at the address specified ubova Lessor reserves the right to raise the rent at any tune giving lessee one (1) month notice 2 Us 1 ee shall use and occupy the premises for DRY CLFANERSLAUNDR LCSSOr`epreDROP Oat STATION The premises shall be uscd for no other purpose c premises may lawfully be used for such purpose. 3 Care and Mintenance of at good order and repay unless o acrwtsc indicated herein csLessee Lessee hall at acknowledges his own ext tpens te and at all t metarenmaintain the premises in good and safe condtuon including plate glass electrical wung plumbing and heating nstallauons and any other system or equipment upon the prcmtscs and shall surrender the same at terminauon hereof in as good condition as received normal wear and tear excepted Lessee shall be responsible for all repairs required Lessee shall also maintain in good condition woulduch cthcrvrriso be uons djacenttto d to be the premises such as sidewalks dnveways lawns and shrubbery which manwned by Lessor 4 Alterations Lessee shall not without rust obtaining ing the written consent of Lessor make any alterations additions or improvements in to or about thc premises ee ll comply with utes ordinances and requirements of all muniic pal state and federal authoris5 Ordinances and Statutes es now in l in force o which may thereafter bells force pertaining to the prcmtscs occasioned by or affecuog the use thereof by Lessee 6 Assignment and Subletting Lessee shall not assign this lease or sublet any portion of the premises without pnor wnttcn consent of the Lessor which shall not be unreasonably withheld Any such assignment or subletting without consent shall be void and at the option of the Lessor may terminate this lease 7 Utilities All applications and connccdons for necessary utility services on the demised premises shalbcmade in the name sewef r water gas dt Lessee only and Lessee and ll sol clycrvble for utility charges as they become due t i for ices 8 Entry and Inspection Lessee shall permit Lessor or Lessors agents to entry upon the premises at reasonable umes and upon reasonable nonce for the purpose of tnspccung the same and will permit Lessor at any time within sixty (6Q) days pnor to the expuauon of this least to place upon the premise -3 any usual To Let or For Lease signs and permit persons desiring to lease the same to inspect thc premises thereafter 9 Possession If Lessor is unable to deliver possession of the premises at the commencement hereof Lessor shall not ba liable for any damage caused thereby nor shall this lease be void or voidable but Lessee shall not be liable for any rentunui possession is delivered Lessee may terminate this lease if possession is not delivered withn days of the commencement of the term hereof 10 Indemnincntlen of Lessor Lessor shall not be liable for any damago or injury to Lessen or any other person or to any property occumng on the demised premises or any pan thereof and Lessee agrees to hold Lessor harmless from any claims for damages no maw hoe rauscd 1 I Insurance Lessee at his expense shall maintain plate glass and public lrabuity insurance mew -ding bodily injury and property damage insunng Lessee and Lessor with minimum coverage as follows Lessee shall provide Lessor with a Ceruficate of Insurance sor in sshowing w event of canas cellation liaison or alminsured rl change The Ccruticat shall provide for a ter day wnttn nr ace In of coverage To the maximum accent permitted by insurance policies which may be owned by Lessor or Lcssc 1 -cv'• a. d Lesser for th benefit cis each other waive any and ail nghu of subrogation which might_ otherwise exist. 24 LESSOR MAY TERMINATE THIS LEASL AT ANY Tuft- 3Y GIVING LCSSEET014 (1) '*fN'IH NOTICE 12 Eminent Domain If the premises or any part thereof or any e ate therein or ady other pan of the building matenaily affecung Lessees use of the premises shall be taker by eminent domain this lease shall terminate on the date when uric vests pursuant to such taking The reit and any additional rent shall be apportioned as of the tenninauon date and any rent paid for any peno, beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof but Lessee may file a claim for any taking of futures and unprovemen .s owned by Lessee and for movtng expenses. 13 Destruction of Premises In the event of a partial destrueum of the premises dunng the term hereof from any cause Lessor shall forthwith repair the same provided that such repatrs can be made within sixty (60) days under existing governmental laws and regulations b t such partial destruction shall not terminate this lease except that Lessee shall be entitled to a proportions reduction of rent while such repairs are being made based upon the extent to which the making of such reps s shall interfere with the business of Lessee on the premises If such repaus cannot be made within said silty (60) days Lessor at his option may make the same within a reasonable time this lease conunuing in effect with the rent proportionately abated as aforesaid and m the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days this lease may be terminated at the option of either party In the event that the budding in which the demised premises may be situated is destroyed to n extent of not less than one third of the replacement costs thereof Lessor may elect to terminate this lea _ whether the demised premises be injured or not. A total destruction of the budding in which the premise may be situated shall terminate this lease 14 Lessor s Remedies on Default If Lessee defaults in the payment of rent or any additional rent, or defaults in the performance of any of the other covenants or condrt.ons hereof Lessor may give Lessee nonce of such default and if Lessee does not cure any such default within days after the giving of such nouce (or if such other default is of such nature that rt ca not be completely cured within such penod ifLessee does not commence such cunng within such days and thereafter proceed with reasonable diligence and in good faith to cure such default) then L ssor may terminate this lease on not less than days nouce to Lessee On the date specified in such notice the rum of this lease shall temnmate and Lessee shall then quit and surrender the premises to essor but Lessee shall remain liable as hereinafter provided If this lease shall have been so terminated ay Lessor Lessor may at any ume thereafter resume possession of the premises by any lawful means and r move Lessee or other occupants and their effects No failure to enforce any term shall be deemed a waiver 15 Security Deposit Lessee shall deposit with Lessor on the sigring of this lease the sum of ONE THOUSAND DOLLARS - Dollars (3 2 000 00 ) as secunty for the performance of Lessees c bhgauons under this lease including without limitation the surrender of possession of the premises to Lessor is herein provided If Lessor applies any part of the deposit to cure any default of Lessee Lessee shall on de land deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times luring the term of this lease. a ti 16 Tax Increase In the event there is any increase dung any yea. of the term of this lease in the City County or State real estate taxes over and above the amount of such t. zes assessed for the tax year during which the term of this lease commences whether because of increased ate or valuation Lessee shall pay to Lessor upon presentation of paid tax bills an amount equal to % of the increase in taxes upon the land and building m which the leased premises are situated In the event that such taxes are assessed for a tax year extending beyond the term of the lease the obligation of Lessee shill be proportionate to the portion of the lease term included in such year 17 Common Arca Expenses In the event the demised premises are situated in a shopping center or in a commercial building in which there are common areas Lessee agrees to pay his pro rata share of maintenance taxes and insurance for the common area I8 Attorney s Fees In case suit should be brought for recovery )f the premises or for any sum due hereunder or because of any act which may arise out of the possessior of the premises by either party the prevailing parry shall be entitled to all costs incurred in connection wit i such action including a reasonable attorney's fee. 19 Notices Any nouce which either party may or is required to give, shat( be given by marling the same postage prepaid to Lessee at the premises or Lessor at the address shown below or al such other places as may be designated by the parties from ume to time 20 Heirs, Assigns, Successors This lease is binding upon anti inures to the benefit of the heirs assigns and successors in interest to the patties -shaft-have- he -o @o^� -;cnsw e lease to; anodd.t.onai term of -cxprauon oI he initial lease Berm Aii-of.tta-tegpsand-conduans of -t -exerciSed.by_utt win_.. -- -ctiys=p ritot o net -given erem-.vttktn 22 Subordination This lease is and shall be subordinated t.3 all existing and future hens and encumbrances against the property 23 Entire Agreement The foregoing constitutes the enure agreerient between the panted and may be modified only by a wnung signed by both parties The following Exhi its if any have been made a part of this lease before the parties execution hereof S� mans 2'35 L day of SAW( moC 1995 By, EXHIBIT "I-2" COPY OF BFI LEASE Form A140 Commercial Lease EKlnttot r" ilia v COMMERCIAL LEASE 1 This lease is made between KEY LAND COMPANY INC S24 FE eietrt cDaftedLD KEY BISCAYNE h INDUSTRIAL WASTE SERVICE, INC heremcalled lnu., Lessee hereby offer to lease from Lessor the premises situated to the City of Key B1 sc ayne County of Dade State of Fl o r t da de&cntxd as West side of parking lot on McIntyre St bety[ Crandon and F rnwood Road upod the fo oWmg PERMS and CONDITIONS 1 Term and Rent Lessor demist -1_0y above premises for a term of month to month commencing ;F7gttmmm tsbc1 , I 19 95 and terminating on month to month or scenes as provided herein at the mt hlYrental of TWO THOUSAND DOL _ARS + 6 5% FLA SALES TAX Dollars (5 2,130 00 payable to equal irstaumenCs in euvance on the test day of each month for that month s rental during the term of this lease All rental payments shall be made to Lessor at the address specified above. 2 Use Lessee shall use and occupy the premisesfor installation of recycling receptacle approx 20' X 8' The premises shall be used for no other puose Lessor represents that the premises n ises may lawfully be used for such purpose 3 Care and Maintenance of Premises Lessee acknowledges that the premises arc in good order and repair unless otherwise indicated herein Lessee shall at his own expense and at alt times maintain the premises in good and safe condition including plate glass e ccuicai wiring plumbing and heating installations and any other system or equipment upon the premises a d shall surrender the same at termrnauon hereof in as good condition as received normal wear and tear excepted Lessee shall be responsible for all repair required Lessee shalt also Maintain In good condition such portions adjacent to the premises such as sidewalks dnveways lawns and shrubbery which would otherwise be required to be maintained by Lessor 4 Alterations Lessee shall not without fast obtaining the wnit 1 consent of Lessor make any alterations additions or improvements in to or about the premises 5 Ordinances and Statutes Lessee shall comply with all statutes ordinances and requirements of all municipal state and federal authorises now in force or which nay hereafter beln force pertaining to the premises occasioned by or affetung the use thereof by Lessee 6 Assignment and Subletting Lessee shall not assign this lease or sublet any poruon of the premises without pnor written consent of the Lessor which shall not be t.nrtasonably withheld Any such assignment or sublctung without consent shall be void and at the option of the Lessor may terminate this lease. 7 Utilities All applicauons and connections for necessary uulny s rvlces on the demised premises shall be made in the name of Lessee only and Lessee shall be solcl liable or unlit) charges as they become due including those for sewer water gas etecutcity and telephone sen ices t Entry and Inspection Lessee shall permit Lessor or Lessors age's to enter upon the premises at reasonable umes and upon reasonable nouce for the purpose of inspecting tic same and will permit Lessor at any ume within sixty (60) days prior to the expuauon of this lease o pace upon the premises any usuat&To Let or For Lease signs and permit persons desiring to lease the sec^e io i specs the premises Ih tam_ Possession If Lessor ts unable to deliver possession of the premi es at the commencement hereof Lessor shall not be liable for any damage caused thereby nor shall this lca_c be void or voidable but Lessee shall not be !table for any rent until possession is delivered Lessee may terminate this lease tf possession is not d..bver.d wtttun days of the commencement of the tens h reef 11 Indemnification of Lessor Lessor shall not be hable for any damage or hinny to Lessee or any other person or to any property occumng on the demised premises er any pan then oLand Lessee agrees to hold Lessor harmless from any claims for darrages no matter ho used 11 Insurance Lessee at his expense shall maintain plate glass and palm liability insurance Including bodily injury and property damage msunng Lessee and Lessor w rth m,nimun coverage as follows Iret" shall provide Lessor with a Certsficate of Insurance showing Lessor as additional insured The Certificate shall provide for a ten day wntten notice to Lessor in the a ent f cancellauon or material change of coverage To the maximum extent permuted by insurance p0 +ties which may be owned by Lessor or Lessee, Lessee and Lessor for the benefit of each other wan e ar and all fights of subrogation which might otherwsse exist. 24 LESSOR MAY TERMINATE THIS LEASE AT ANY TIME Bf GIVING LESSEE 30 DAYS WRITTEN NOTICE 25 LESSEE TO PAY SIX THOUSAND THREE HUNDRED NINETY ($6 390 00) AT SIGNING OF THIS LEASE RCPRESENTING FIRST & LAST MONTHS PLUS SECURITY DEPOSIT AT $2 000 00 EACH PLUS 6 5% FLORIDA SALES TAX 1 111 1 1 17,. Eminent Domain If the premises or any part thereof or any estate therein or ady other part of w� building materially affecung Lessee s use of the premises shall be taken by eminent domain this lease shall terminate on the date when tide vests pursuant to such taking The rent and any additional rent shall be apportioned as of the tenninauon date and any rent paid for any pcnod beyond that date shall be repaid to Lessee, Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof but Lessee may file a claim for any taking of futures and improvements owned by Lessee and for moving expenses. I3 Destruction of Premises In the event of A partial destruction of the premises during the term hereof from any cause Lessor shall forthwith repair the same provided that such repairs can be made within sixty (60) days under existing governmental laws and regulations but such parual destruction shalt not terminate this lease except that Lessee shall be entitled to a proportionate rcducuon of rent while such repairs arc being made based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the premises If such repairs cannot be made withal said sixty (60) days Lessor at his option may male the same within a reasonable time this lease continuing in effect with the rent proportionately abated as aforesaid and ut the event that Lessor shall not elect to make such repairs which cannot bc made within stxty (60) days this lease may be terminated at the option of either party In the event that the building in which the demised premises may be situated is destroyed to an extent of not less than one thud of the replacement costs thereof Lessor may elect to terminate this lease whether the demised premises be injured or noL A total destnicuon of the budding in which the premises dray bc situated shall terminate this lease 14 Lessor s Remedies on Default If Lessee defaults in the payment of rent or any additional rent, or defaults in the performance of any of the other covenants or condiuons hereof Lessor may give Lessee notice of such default and if Lessee dies not cure any such default within days after the giving of such nonce (or if such other default is of such nature that n cannot be completely cured within such period it I ntcrr does not commence such curing within such days and thereafter proceed with reasonable diligence and in good faith to curt such default) then Lessor may terminate this lease on not less than days nonce to Lessee. On the date specified in such nouee the term of this lease shall terminate and Lessee shall then quit and surrender the premises to Lessor but Lessee shall remain liable as hereinafter provided If this lease shall have been so terminated by Lessor Lessor may at any ume thereafter resume possession of the premises by any lawful means and remove Lessee or other occupants and they effects No failure to enforce any term shall be deemed a waiver 15 acunly Deposit Lessee shall doostt with Lessor on the signing of this lease the sum of ONE THOUSAND FIVE HUNDRED Dollars CS 1, 500 00 ) as security for the performance of Lessees obhgauons under this lease including without lunitauon the surrender of possession of the premises to Lessor as herein provided If Lessor applies any part of the deposit to cure any default of Lessee Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term or this lease. 16 Tax Increase In the event there is any increase dunng any year of the term of this lease in thc City County or State real estate taxes over and above thc amount of such taxes assessed for thc tax year during which the term of this lease commences whether because of increased rate or valuation Lessee shall pay to Lessor upon prescntauon of paid tax bills an amount equal to % of the increase in taxes upon thc land and building in which the leased premises are situated In thc event that such taxes arc assessed fora tax year extending beyond the term of the lease the obligation of Lessee shall be proportionate to the portion of the lease term included m such year 17 Common Arco Expenses In the event the demised premises arc situated In a shopping center or in a commercial building in which there pre common areas Lessee agrees to pay his pro -rata share of maintenance taxes and msurancc for the common arca 18 Attorney s Fees In case sun should be brought for recovery of the premises or for any sum due hereunder or because of any act which may ansc out of the possession of the premises by either party the prevailing party shall be entitled to all costs Incurred in connection with such action including a reasonable attorneys fee, 19 Notices Any notice which either party may or is requucd to give shall be given by mailing the``, same postage prepaid to Lessee at the premises or Lessor at the address shown below or at such other, placcs as may be destgnated by the parues from umc to time 20 Heirs, Assigns, Successors This lease is binding upon and inures to the bench' ofMe liens assigns and successors m interest to the panics —2-i-rcOplioon-to-R --shall-havtirie- i don-teaca& Um lease focartadditional-ison-ef —cxprauon of the tntuaHaasetann7At1-of thc.tarrvsand.cendruon --term-caoopt-thot-the-monthly-rentshaU be <hc cu aracrsed.by wrut.ea.aouee-gn,ert --days-pput=lei t ration -of -the--- Mitt i leaxt f-rtodt w of-g+ven-tit-the-manner-prewdzA=haretr..xva hen cmaapera tron 22 Subordination This lease is and shall be subordinated to all existing and future liens and encumbrances against the property 23 Entire Agreement. The foregoing consututts the entire agreement between the parties and may be modified only by a wnung signed by both parues QThe following Exhibits if any have been made a pan of ti < 1. --Ise before the parues execution hereof" �7 SIGNED THIS ( DAY OF 1997 13Y KEY LAND CO ,INC BY S Waste Systems onowmossov argeoornon INDUSTRIAL WASTE SERVICES 3840 NW 37TH COURT MIAMI FL 33142 PAY TO THE ORDER OF TkEY LAND COMPANY 524 FERNW000 ROAD KEY BISCAYNE FLORIDA 33149 �.y VOID AFTER 90 C AYS SUN BANK/MIAMI NA 11100005 311' 1 0660006041 0 28 500 WO? SO Se M Bon Ba k (E s0 N A PH delph PA Payable through Millen Ba k (DE) NA W tmmgto 1456 DADE COUNTY DE 3840 NW 37TH COUR1 MIAMI FL 33142 Browning Forth Services AMOUNT $ 6 390 00 sum, o BROWNING -FERRIS INDUSTRIES DATE'`, PO BOX 3151 HOUSTON TEXA 243 PAY SIX THOUSAND THREE HUNDRFD NINETY AND NO/100 DOLLARS 7, the tinier 1456 D of KEY LAND COMPANY, INC 524 FERNWOOD ROAD AD 33141 KEY BISCAYNE, n'6173126Be 103111000471 fe.46 - 6car__ ?/,30 o0 Air d tjo 00 SICAlp a/3, 06 G/ 394i o 0 OHELK 09 6173126 NUMOER 05/03/15 2111927 07711' 6173126 62 a 3" 6,340 06 VOLD AFTER 90 J4 hex -Afi-N97€.2130—=tGiiS° u a — 1 1 W xC .Z,U�-yfit 4 May 6 1998 KEY LAND COMPANY INC 524 FERNWOOD RD KEY BiSCAYNE FL 33149 1842 Dear Accounts Receivable Manager Re Notice of Centralized Accounts Payable New Address for Submitting Invoices In an c"o-' to ^}p ova se-viLe to ou supp ass 3fl ha car re zed o.,. accounts payable pIOLe» TL facilitate this effort we are requesting alt invoices be mailed direc ly to a new post office box in Houston Texas Our accounts payable process requires that you our supplier include the plant number and purchase order number on each invoice If you receive an order without a purchase order number please contact the BFI employee responsible for placing the order and request - number be provided to you Invoices without the plant number and purchase order number can anbcipate a substantial delay in payment Please share BFI s new requirements with all your employees Involved In your order taking process Effective immediately please send all invoices to the New Mailing Address as listed below Service/Delivery Address New Mailing Address BFI District #1456 00 3840 NW 37th Court Miami, FL 33142 BFI Plant #0426 P 0 Bo 4396 Houstor TX 77210 This address change is for this service/delivery address only If your company conducts business with multiple BFI plant locations please continue to send invoices to the current address until you receive notification of the specific plants change Over time all of BFI locations will have their invoices redirected however, they may not be directed to the same post office box a stated above You may contact our call center at (713) 548-5000 if you would hka to inrittirn as to th= pavmonr slits ^_r an invoice If you have a question regarding an invoice pnor to this address change, please call your 8FI contact at the appropriate location Thank you for your cooperation If you have any questions regarding this change please contact a member of the Vendor Master Data Team, Melanie Lim at (281) 584 8733 or Sheryl Westbrook at (281) 584 8075 We took forward to working with you Sincerely Allison Dunlap Process Leader Master Data Procurement through Payment Team (281) 584 5103 CC District Vice President Maintenance Manager AD/ml Corporate Office 757 North Eldridge Parkway P 0 Box 3151 (77253) Houston Texas 77079 Phone 281 870 5103 Fax 281 679 146 4 EXHIBIT 'J ' FORM OF ASSIGNMENT OF LEASES AND SECURITY DEPOSITS - � d EXHIBIT J ASSIGNMENT OF LEASES AND SECURITY DEPOSITS Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Assignor ) in consideration of the sum of Ten and No/100 Dollars ($10 00) in hand paid and other good and valuable consideration the receipt of which is hereby acknowledged hereby assigns transfers sets over and conveys to the Village of Key Biscayne a Florida municipal corporation ( Assignee ) all of Assignor s nght title and interest m and to the leases identified on Exhibit B hereto (the Leases ) including any and all security deposits thereunder with respect to the real property legally described on Exhibit A attached hereto (the Property ) Pursuant to this Assignment Assignor is not assigning to Assignee nor is Assignee assuming any of the commitments covenants obligations and liabilities of Assignor under or by virtue of the Leases which arose or were performable prior to the effective date hereof IN WITNESS WHEREOF Assignor has executed has executed this Assignment as of the clay of 1999 which Assignment is effective this date ASSIGNOR Witness Signature Printed Name Witness Signature Panted Name Witness Signature Printed Name Witness Signature Pnnted Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust Pnnted Name under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Printed Name 103032\ag cements \exhibit i EXHIBIT A LEGAL DESCRIPTION EXHIBIT B LEASES 1 Commercial Lease between Key Land Company Inc as Lessor and Pedro Orrego as Lessee dated April 1 1997 2 Commercial Lease between Key Land Company Inc as Lessor and Industnal Waste Service Inc now known as BFI as Lessee dated February 1 1995 EXHIBIT "K NAME DISPLAY COVENANT This instrument was prepared by and record and return to Elame M Cohen Esq Weiss Serota Helfman Pastoriza & Guedes P A 2665 S Bayshore Drive Suite 420 Miami Florida 33133 EXHIBIT K NAME DISPLAY COVENANT This Name Display Covenant dated is made by the Village of Key Biscayne a Florida municipal corporation (the Village ) RECITALS WHEREAS the Village is the owner of the real property described m the attached Exhibit A (the Real Property ) WHEREAS on the date hereof the Village purchased the Real Property from Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively the Seller ) and WHEREAS m connection with the purchase of the Real Property by the Village from Seller Purchaser agreed to place this Name Display Covenant on the Real Property and restrict the Real Property as heremafter set forth NOW THEREFORE for valuable consideration the Village covenants and agrees as follows 1 The Village agrees that the name of C G Bebe Rebozo shall be displayed on a sign or monument meeting the requirements hereinafter set forth m this Name Display Covenant engraved or displayed by other means (the Name Display ) on one of the primary mumcipal buildings intended to be constructed by the Village at the Real Property (i e by means of example only and not by means of limitation a fire station community center police station or Village Hall) or if a primary municipal buildmg is not constructed at the Real Property then at the courtyard or plaza intended to be located at the Real Property The Name Display shall not be placed on such primary municipal building courtyard or plaza until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure acts of god fire or other casualty repairs restoration renovation alteration or causes beyond the control of the Village 2 Notwithstanding anything to the contrary contained in this Name Display Covenant if after construction and completion of the primary municipal building courtyard or plaza where the Name Display is located such primary municipal building courtyard or plaza is wholly or partially destroyed and the Village does not elect to rebuild restore or repair such primary mumcipal buildmg courtyard or plaza then the Village shall not be obligated to replace the Name Display thereon 3 The mmimum size of the Name Display shall be twenty four (24) square feet (the Required Mmunum Size ) 4 If the Name Display is placed on a primary municipal building constructed at the Real Property then the Name Display shall be visible from the front entrance of such primary municipal building (the Building Visibility Requirement ) 5 If a primary municipal building is not constructed by the Village at the Real Property and the Name Display is placed at the courtyard or plaza intended to be located at the Real Property then the Name Display shall be placed in a prominent location at such courtyard or plaza (the Courtyard/Plaza Visibility Requirement ) 6 Provided that the Name Display is the Required Minimum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement as applicable is met the size location lettermg and design of the Name Display shall be determmed and selected by the Village m its sole discretion 7 This Name Display Covenant shall encumber the Real Property only for so long as the Village owns the Real Property This terms covenants restrictions and provisions of this Name Display Covenant shall automatically terminate and become null and void on the date that the Property is no longer owned by the Village 8 This Name Display Covenant is given for the benefit of Seller and may be enforced by Seller or the successor trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the Successor Trustees ) This Name Display Covenant may only be modified rescmded or amended in whole or m part by an instrument executed by (i) the Village and (u) Seller or the Successors Trustees 7 IN WITNESS WHEREOF the Village has caused this instrument to be executed as of the day and year first above written Witnesses VILLAGE OF KEY BISCAYNE a Florida municipal corporation Print Name By Print Name C Samuel Kissinger Village Manager STATE OF FLORIDA )SS COUNTY OF MIAMI DADE The foregomg Name Display Covenant was acknowledged before me this day of by C Samuel Kissinger as Village Manager of the Village of Key Biscayne a Florida municipal corporation in the capacity aforestated such person is personally known to me or has produced a driver s license as identification Notary Public State of Flonda My Commission Expires 103032\agreements\name display covenant 6-28 99 EXHIBIT "A LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2 068 ACRES PARCEL 1 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida bemg more particularly descnbed as follows Begin at the intersection of the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the East Line of Femwood Road as the same is known on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the East Line of said Femwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a Pomt of Compound Curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 mmutes 04 seconds for an arc distance of 36 22 feet to a Pomt of Tangency the same bemg a point on the South Lme of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due Fast along the South Lme of said West McIntyre Street for a distance of 168 46 feet to a pomt thence South for a distance of 225 00 feet to a point on the South Line of said Tract 4 of said MATHESON ESTATES KEY BISCAYNE thence West along the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for 205 69 feet to the Pomt of Beginning Lying and been in Section 5 Township 55 South Range 42 East Dade County Honda Folio No 24-4232-001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Flonda bemg more particularly descnbed as follows Begm at the intersection of the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the West Line of Crandon Boulevard as same is shown on the PIat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West Line of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a Point of Reverse Curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 mmutes 34 seconds for an arc distance of 43 16 feet to a Pomt of Tangency thence due West along the South Lme of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE thence due East along the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for a distance of 194 35 feet to the Point of Beg mmng lying and being m Section 5 Township 54 South Range 42 East Miami Dade County Florida Folio No 24-4232 001 0060 EXHIBIT J" FORM OF ASSIGNMENT OF LEASES AND SECURITY DEPOSITS EXHIBIT J ASSIGNMENT OF LEASES AND SECURITY DEPOSITS Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Assignor") in consideration of the sum of Ten and No/100 Dollars ($10 00) m hand paid and other good and valuable consideration the receipt of which is hereby acknowledged hereby assigns transfers sets over and conveys to the Village of Key Biscayne a Florida municipal corporation ( Assignee ) all of Assignor s right title and interest m and to the leases identified on Exhibit B hereto (the Leases ) including any and all security deposits thereunder with respect to the real property legally described on Exhibit A attached hereto (the Property ) Pursuant to this Assignment Assignor is not assigning to Assignee nor is Assignee assuming any of the commitments covenants obligations and liabilities of Assignor under or by virtue of the Leases which arose or were performable prior to the effective date hereof IN WITNESS WHEREOF Assignor has executed has executed this Assignment as of the day of 1999 which Assignment is effective this date ASSIGNOR Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Pnnted Name Witness Signature Pnnted Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended i03032\agreements\exhibtti EXHIBIT A LEGAL DESCRIPTION f , EXHIBIT B LEASES 1 Commercial Lease between Key Land Company Inc as Lessor and Pedro Orrego as Lessee dated April 1 1997 2 Commercial Lease between Key Land Company Inc as Lessor and Industrial Waste Service Inc now known as BFI as Lessee dated February 1 1995 1 EXHIBIT "K" NAME DISPLAY COVENANT 4 r This instrument was prepared by and record and return to Elaine M Cohen Esq Weiss Serota Helfman Pastortza & Guedes P A 2665 S Bayshore Dnve Suite 420 Miami Florida 33133 EXHIBIT K NAME DISPLAY COVENANT This Name Display Covenant dated is made by the Village of Key Biscayne a Flonda municipal corporation (the Village ) RECITALS WHEREAS the Village is the owner of the real property described m the attached Exhibit A (the Real Property ) WHEREAS on the date hereof the Village purchased the Real Property from Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively the Seller ) and WHEREAS m connection with the purchase of the Real Property by the Village from Seller Purchaser agreed to place this Name Display Covenant on the Real Property and restrict the Real Property as hereinafter set forth NOW THEREFORE for valuable consideration the Village covenants and agrees as follows 1 The Village agrees that the name of C G Bebe Rebozo shall be displayed on a sign or monument meetmg the requirements hereinafter set forth m this Name Display Covenant engraved or displayed by other means (the Name Display ) on one of the primary municipal buildmgs mtended to be constructed by the Village at the Real Property (i e by means of example only and not by means of limitation a fire station community center police station or Village Hall) or if a primary mumcipal buildmg is not constructed at the Real Property then at the courtyard or plaza intended to be located at the Real Property The Name Display shall not be placed on such prmiary municipal buildmg courtyard or plaza until construction and completion thereof and shall be subject to cessation for reasonable penods of tune by reason of force majeure acts of god fire or other casualty repairs restoration renovation alteration or causes beyond the control of the Village 2 Notwithstanding anything to the contrary contained m this Name Display Covenant if after construction and completion of the primary municipal building courtyard or plaza where the Name Display is located such primary municipal building courtyard or plaza is wholly or partially destroyed and the Village does not elect to rebuild restore or repair such primary municipal building courtyard or plaza then the Village shall not be obligated to replace the Name Display thereon 3 The minimum size of the Name Display shall be twenty four (24) square feet (the Required Mmunum Size ) 4 If the Name Display is placed on a primary municipal buildmg constructed at the Real Property then the Name Display shall be visible from the front entrance of such primary municipal buildmg (the Building Visibility Requirement ) 5 If a primary municipal buildmg is not constructed by the Village at the Real Property and the Name Display is placed at the courtyard or plaza intended to be located at the Real Property then the Name Display shall be placed in a promment location at such courtyard or plaza (the Courtyard/Plaza Visibility Requirement ) 6 Provided that the Name Display is the Required Minimum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement as applicable is met the size location lettering and design of the Name Display shall be determined and selected by the Village m its sole discretion 7 This Name Display Covenant shall encumber the Real Property only for so long as the Village owns the Real Property This terms covenants restrictions and provisions of this Name Display Covenant shall automatically terminate and become null and void on the date that the Property is no longer owned by the Village 8 This Name Display Covenant is given for the benefit of Seller and may be enforced by Seller or the successor trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the Successor Trustees ) This Name Display Covenant may only be modified rescinded or amended m whole or m part by an mstrument executed by (i) the Village and (il) Seller or the Successors Trustees IN WITNESS WHEREOF the Village has caused this instrument to be executed as of the day and year first above written Witnesses VILLAGE OF KEY BISCAYNE a Florida municipal corporation Prmt Name By Prmt Name C Samuel Kissmger Village Manager STATE OF FLORIDA COUNTY OF MIAMI-DADE ) )SS ) The foregomg Name Display Covenant was acknowledged before me this day of by C Samuel Kissinger as Village Manager of the Village of Key Biscayne a Honda municipal corporation m the capacity aforestated such person is personally known to me or has produced a driver s license as identification Notary Public State of Florida My Commission Expires 1030321agreements\name display covenant 6-28 99 /- EXHIBIT "A LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2 068 ACRES PARCEL 1 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly described as follows Begin at the mtersection of the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the East Line of Femwood Road as the same is known on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the East Lme of said Fernwood Road being also a circular curve to the nght havmg a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a Point of Compound Curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a Point of Tangency the same bemg a point on the South Line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South Line of said West McIntyre Street for a distance of 168 46 feet to a pomt thence South for a distance of 225 00 feet to a point on the South Lme of said Tract 4 of said MATHESON ESTATES KEY BISCAYNE thence West along the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for 205 69 feet to the Pomt of Beginning Lymg and being m Section 5 Township 55 South Range 42 East Dade County Florida Folio No 24-4232-001-0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Honda being more particularly descnbed as follows Begm at the intersection of the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the West Line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West Lme of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of' 196 92 feet to a Point of Reverse Curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a Pomt of Tangency thence due West along the South Lme of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE thence due East along the South Line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Beginning iymg and being m Section 5 Township 54 South Range 42 East Miami Dade County Honda Folio No 2442324101-0060 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this Amendment ) is made as of the 19th day of October 1999 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Seller ) and the Village of Key Biscayne a Florida municipal corporation ( Purchaser ) WITNESSETH WHEREAS Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21 1999 as amended by letter agreement dated September 17 1999 (together the Contract ) WHEREAS Purchaser and Seller have agreed to modify certain provisions of the Contract on the terms and conditions hereinafter set forth NOW THEREFORE in consideration of the mutual covenants contained herein and in consideration of Ten and No/100 ($10 00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller hereby agree as follows 1 Incorporation of Recital The above recitals are true and correct and are incorporated herein as if set forth in full 2 General Provisions All defined terms in this Amendment shall have the same meaning as m the Contract except as otherwise noted Except as amended and modified by this Amendment all of the terms covenants conditions and agreements of the Contract are hereby ratified and shall remain m full force and effect In the event of any confhct between the provisions of the Contract and the provisions of this Amendment this Amendment shall control 3 Closing Date The first sentence of Section 12 of the Contract is hereby deleted m its entirety and the following sentence is hereby substituted m its place and stead Subject to satisfaction of all conditions to Closing the Closing shall be held dunng regular business hours on March 16 2000 4 No Waiver of Rights or Remedies By the execution and delivery of this Amendment neither Purchaser nor Seller are waiving any nghts or remedies they may have under the Contract as amended by this Amendment IN WITNESS WHEREOF Purchaser and Seller have executed tnls Amendment as of the day and year first above written WITNESSES itness Signature 1 J t ltt (M1 L. CA,/ ALL 1, Pr ed Nami� Witness Signature e/Zy 6 f /GK2.�.7 Pi nteli Nairie / v Witness Signature nS k,�q.ts. to CAA )T.""' Pr d Name Witimss'Signature 61,766 K ,e e.4,7 Printed Name Witness Signature nJ u.ri<1�M t: C_Aani-sru Pry9 Name Witness Signature 6,eAtea K/c ce4-7 Printed Name SELLER raw l I: (-f(y✓� homas H Wakefield') as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles Q Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Mary R B uterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended PURCHASER ILLAGE OF KEY BISCAYNE a Florida icipal corporation By Village Manager tillage Clerk ` 1 Q Samuel Kissin Approved as to legal form and sufficiency BY ECOtiActz rid C4(2 - — Village Attorney 103032 \ Agreements \ First Amendment to Purchase and Sale Agreement 7 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this Amendment ) is made as of the 04 day of March 2000 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Reoozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Seller ) and the Village of Kev Biscayne a Florida municipal corporation ( Purchaser ) WITNESSETH WHEREAS Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21 1999 as amended by letter agreement dared September 17 1999 as further amended by First Amendment to Purcnase and Sale Agreement dated as of October 19th 1999 (collectively the Contract ) WHEREAS Purchaser and Seller have agreed to modify certain provisions of the Contract on the terms and conditions hereinafter set forth NOW THEREFORE in consideranon of the mutual covenants contained herein and in consideranon of Ten and No/100 (310 00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller hereb' agree as follows 1 Incorporanon of Recital The above recitals are true and correct and are incorporated herein as if set forth m full 2 General Provisions All defined terms in this Amendment shall have the same meaning as in me Contract excepL as otherwise noted Except as amended and modified by Luis Amendment, all of the terms covenants conditions and agreements of the Contract are hereby ratified and shall remain m full force and effect In the event of any conflict between the provisions of the Contract and the provisions of this Amendment this Amendment shall control 3 CIosmz Date The first sentence of Section 12 of the Contract is hereby deleted in its entirety and the following sentence is hereby substituted in its place and stead Subject to sansfacnon of all conditions to Closmg the Closing shall be held during regular business hours on Apnl 17 2000 4 No Waiver of Rights or Remedies By the execution and delivery of this Amendment neither Purchaser nor Seller are waning any rights or remedies they may have under the Contract as amended by this Amendment Miairnik IN WITNESS WHEREOF Purchaser and Seller have executed this A-nendment as of the day and year first above written WITNESSES 2ao Witness Sighamr Chr S LcNC'Gacu C-' Printed Name 11 Witness Signamre ^itcl+l,i,}S c. G 5 Printed Name WimicSignature OGs-/f C vi C4 -77-/t Printed Name Winless Signature Printed Name Wunets Stgnature &C64 6 -, CA S Punted Name Witness Signature L Printed Name Attest tllage Clerk Approved as to legal form and sufficiency By EjohLL:la.. Village Attorney S� R Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo a§ Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended 1 Mary R Boilthrse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended PURCHASER VILLAGE OF KEY BISCAYNE a Florida cilia! corporation FLORt2' i03032\Agtxmeacs\Second Amendment to Purchase and Sale Agreement 38-00 Village Manager THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This Third Amendment to Purchase and Sale Agreement (this Amendment ) is made as of the (,%day ofApnl, 2000 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Seller ) and the Village of Kev Biscayne a Honda municipal corporation ( Purchaser ) WITNESSETH WHEREAS Purchaser and Seller entered mto that certain Purchase and Sale Agreement with an effective date of July 21 1999 as amended by letter agreement dated September 17 1999 as further amended by First Amendment to Purchase and Sale Agreement dated as of October 19th 1999 as further amended by Second Amendment to Purchase and Sale Agreement dated as of March 22 2000 (collectively the Contract ) WHEREAS Purchaser and Seller have agreed to modify certam provisions of the Contract on the terms and conditions heremafter set forth NOW THEREFORE m consideration oche mutual covenants contained herein and m consideration of Ten and No/100 (510 00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows 1 Incorporation of Recital The above recitals are true and correct and are incorporated herem as if set forth in fiill 2 General Provisions All defined terms m tlus Amendment shall have the same meaning as m the Contract except as otherwise noted Except as amended and modified by this Amendment all of the terms covenants conditions and agreements of the Contract are hereby ratified and shall remain m full force and effect In the event of any conflict between the provisions of the Contract and the provisions of this Amendment this Amendment shall controL 3 Closing Date The first sentence of Section 12 of the Contract is hereby deleted m its entirety and the followmg sentence is hereby substituted m its place and stead Subject to satisfaction of all conditions to Closmg, the Closing shall be held during regular busmess hours on July 17 2000 4 No Waiver of Rights or Remedies By the execution and delivery of this Amendment neither Purchaser nor Seller are waiving any nghts or remedies they may have under the Contract as amended by this Amendment IN WITNESS WHEREOF Purchaser and Seller have executed this Amendment as of the day and year first above written WITNESSES Witness Signature [N, L 14 t..1 L_ C LI A"O.\ Prmted ame L— Wrtn ss ignature Prmted Name Witness Signature es-) C4 etX1 C 1 Printed Nam Witn Printed Name I4 SR AV t 1— Witness Signature ti {s c C (A. 11--‘ Punted 441 Wit ss Signal Prmted Name kAti Village Clerk re }C A -kit Approved as to legal form and sufficiency By Ea Th%(14cit,eh Village Attorney SELLER Thomas H. Wakefield as uccessor Trustee of the Charles G Rebozo evocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozd as Successor Trustee of the Charles G Rebozo Revocable Trost under Revocable Trust Agreement dated Jannary20 1989 as modified and amended f\A rvim c2 -Q, Mary R. Bohterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended PURCHASER VILLAGE OF Kfl BISCAYNE a Honda municipal corporation 103032\ Ageements\Third Amendment to Purchase and Sale Agreement amuel Kissmger Villa_' Manager 4-11 00 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fourth Amendment to Purchase and Sale Agreement (this Amendment) is made as of the 17' day of July 2000 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Seller ) and the Village of Key Biscayne a Florida municipal corporation ( Purchaser ) WITNESSETH WHEREAS Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21 1999 as amended by letter agreement dated September 17 1999 as further amended by First Amendment to Purchase and Sale Agreement dated as of October 19th 1999 as further amended by Second Amendment to Purchase and Sale Agreement dated as of March 22 2000 as further amended by Third Amendment to Purchase and Sale Agreement dated as of April 17 2000 (collectively the Contract ) WHEREAS Purchaser and Seller have agreed to modify certain provisions of the Contract on the terms and conditions hereinafter set forth NOW THEREFORE m consideration of the mutual covenants contained herein and in consideration of Ten and No/100 ($10 00) Dollars and other good and valuable consideraton the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller hereby agree as follows 1 Incorporation of Recital The above recitals are true and correct and are incorporated herein as if set forth m full 2 General Provisions k11 defined terms m th Amendmen shall ha +e due mire meaning as m the Contract except as otherwise noted Except as amended and modified by this Amendment all of the terms covenants conditions and agreements of the Contract are hereby ratified and shall remain in full force and effect In the event of any conflict between the provisions of the Contract and the provisions of this Amendment this Amendment shall control 3 Closing Date The first sentence of Section 12 of the Contract is hereby deleted m its entirety and the following sentence is hereby substituted m its place and stead Subject to satisfaction of all conditions to Closing the Closing shall be held during regular business hours on September 7 2000 vvi 4 No Waiver of Rights or Remedies By the execution and delivery of this Amendment neither Purchaser nor Seller are waiving any rights or remedies they may have under the Contract as amended by this Amendment 5 Counterparts This Amendment may be executed m separate counterparts It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties of this Amendment Facsimile copies shall be deemed ongmals IN WITNESS WHEREOF Purchaser and Seller have executed this Amendment as of the day and year first above written WITNESSES SELLER Witness Signature .{,ck{dws L CLv1 17% -- Print Name Wi ss Signatur Printed Name Witness Signature Q�.ttu-itltiti t: Inn jt Pm Name LiGte2 �f Wan s Signature (..)9(.4/ 4. 1�iC .c Printed Name Witness Signature N t kLL5 C t (nn 1T .r r dyName y Witness Signatures ecm /) et Printed Name ,(2L 'Thomas H Wakefiel �as Successor TrusreP of the Charles G Re l izo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozd as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended 7 i177--i“ Mary R. Bo4rse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended 2 PURCHASER VILLAGE OF KEY BISCAYNE a Flonda Attest municipal corporation By Village Clerk C Samuel Kissinger Village Manager Approved as to legal form and sufficiency Village Attorney 103032\ Agreements Fourth Amendment to Purchase and Sale Agreement 7 14-00 3 4 SEr-36-2000 WED 04 6.8 PM NO r FIFTH AMENDMENT TO PURCHASF AND SALE AGREEMENT This Fifth Amendment to Purchaee and Sale Agreement (this Amendment ) is made as of the 7th day of September 2000 by and between Thomas 1-1 Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revec.able Trust under Revocable Trust Agreement dated January 20 1989 as modified and antenck.,1 ( Seller ) and the Village of Key Biscayne a Flonda municipal corporation ( P.,rchase WITNESSETH WHEREAS Purchaser and Seller entered into that certain Purcnase and Saie Agreement with an effective date of July 21 1999 as amended by lever “greenen d4 ea September 17 1999 as further amended by Firnt Amendment to Purchase ara Salt- 1g-,,erient. dated as of October 19' 1999 as turtner amended by Second Amendment to Piachace a. d Sale Agreement dated as of March 22 2000, as further amended by Third Amendmu IL to Purchase and Sale Agreement dated as of April 17 2000 as amended oy Fourth Amerer1e to Purchase and Sale Agreement dated as of July 17 2000 (collecnvcly the Contract ) WHEREAS Purchaser and Seller have agreed to modify ccnam provis ons et he Contract on the terms and conditions hereinafter set tortn NOW THEREFORE in consideration of the mutual covenants container herein and consideration of Ten and No/100 ($10 00) Dollars and other good and valuable consiae anon the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller 1 reoy agree as follows 1 Incorporation of Recital The above recitals are true and correct arc a e incorporated herein as a set torth in tull 2 General Provisions All defined terms in this Amendment shall have the same meaning as in the Contract except as otherwise noted Except as amended and modified by this Amendment all of the terms covenants conditions, and agreements or the Contract are hereby ratified and shall remain in full force and erfect In the event of any conflict be ween me provisions of the Contract and the provisions of this Amerdmeti this Amendment snail control 3 Closing Date The first sentence of Section 12 of the Contract is hereby detet-a in its entrety and the following sentence is hereby substituted in its place and stead Subject to satrsfacnon of all conditions to Closing the Closing shall be held aunng regular business hours on September 21 2000 11 t) SEF-0o-2000 WED 04 48 PM r — 4 No Waiver of Rights or Remedies By the execution and delivery of this Amendment nettner Purchaser nor Seller are waiving any rights or remedies they may have under the Contract as amended by this Amendment 5 Counterparts This Amendment may be executed in separate counterparts It shill be fully executed when each party whose signature is required has signed at leis* ore countemart even though no one counterpart contains the signatures of all of me parties of th Pmendment Facsrrntie copies shall be deemed originals IN WITNESS WHEREOF Purchaser and Seller have executed this Amendment o, the day and year first above written WITNESSES Witness Signature Pnnte }fY�AY /`Cp Wrtne Signature Oa.r3 6 ew G/g7t7 , Printed Name Witness Signature Pnnt ame Witne Signature OGG., 6 vi c.5 -2C Printed Name Witness s ga ira Print d Name Wime Signature OGG0 Out 6fjl&7F Printed Name SELLER Thomas H Wakefield a Successor Trustee of the Charles G Rebo • Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended KiAk Mary R. Bahterse, as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended 2 SM11M MIMM1 >tr- S-010 1l0 1? rtCUM w1Lnr .5LJ OL LUDO dLD 04 4U PM (13. --- ill S10 44ti de 1 nn nu Attest Approved as to legal form and sufficiency iliage Clerk By R . --1%i Village Attorney F t103032LAaleexat $1?r E AMENDMENT TO PURFHASS A.ND SALE AGREEMENT 9443 doc r FURCSASER. VILLAGE OF KEY BISCAYNE a Florida municipal corporation 4,y1 M..nz.�cr >t��r Vllla o C Samuel .fir s M_chael J Flaherty Acting - SIXTL1 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Sixth Amendment to Pu-chase aand nd Sale Agreement een masH WakefieldAmenmn ")Cis made as es Fred or the 21 day of September 2000 by Rebozo and Mary R. boaterse as Successor Trustees of the Charles G Reborn Re,ocaole Trust under R,.vocable T-ust Agreement dated January 20 1989 as modified and amended ( Seller ) asd the Village oI Key Biscayne a Florida manic pal corporation ( Purchaser ) WITNESSETH WHEREAS Purchaser and Seller entered into that certain Purcnase and Sale Agreement with as errecuve dare of July 21 1999 as amended by fetter aareemert dated Sentember 17 1999 as further amended by First Amendment to Purchase and Safe Agreement dated as of Octobe 19t 1999 as funkier amended. by Second Amendment to PL -r, nee aad Sale Agreement dated as o, March 22 2000 ao further amended ov Third Amenaracnt o Purchase and Sale Agreement dated as of April 11 2000 as amended by Fourth Amendment to Purchase and Sale Ag_eement dated as of Jul) 17 2000 as amended by Firth Amendment to Purchase and S,.ie Agreement dated as or September 1 2000 (collectively the Contrac 1 t4 HEZEAS during the due duigence penod pursuant to the Contract Purchaser s enviro_ mental consultant performed a Phase I and Phase II Environmental Site Assessmen Report said initial repon being prepared by Edward E Clark Engineers -Se enttsts Inc. or Stumm cr 16 1999 The Ravi I and Phase II Environmental Site Assessmen Report in&ca ed a pdtennal of soil and/or ground water contammanon of the Property that mar be defined as a Hazardous Substance pursuant to Section 1 1.6 or the Contract WHEREAS, pura,wnt to Secnon 6 18 of the Contact Seller agreed to mdemnry Purchaser against any and all claims damages losses liabrlrues costs and expenses (including reasonable attorneys fees) arising fmm or relating to the presence or any Hazardous Substances or underground storage tanks at on or under the Properry pnor to the Closing Date and for any violation or breach of the toregomg representation and warrant) The indemnities contained in this subsection 6 13 shall survive the Closing hereunder and any termmanon of this Agreement WHEREAS, in January of 2000 Seller retained Branching Out, Inc ro conduct a clear up of the Property j WHEREAS the general area or contaminated sotl in the approximately 0 28 acre located in the mtenor of the Property has been removed by Seller and the exposed groundwater in that area was tested and shown as free from petroleum contamination WHEREAS there is a second area of petroleum contamination at the southern boundary or the Property WHEREAS a July 5 2000 report prepared by Edward E Claik Engmeers-Sc ennsts Inc shows that the affected area of petroleum contaminated groundwater plume associated with the Amoco station property which is adjacent to the Property and owned by BP Amoco Corporation ( SP) still exists and has intensified WHEREAS on Marco 3 2000 Selle msatuted a lawsuit in the tinned Sates Disticc Court for the Southern District of Florida against George Shaiub and BP Amoco in a case =tided Thomas H Wakefield Mary R Bouterse and Charles Fred Rebozo Trusze-s cy the Charles G Reboai Rewcable Trust Plaznrzf vs George Shalua BP 4moco Corporat4n aik/a Amoco and Amoco 011 Company Defendants Case No CO 0634-CIV RING (ire Lawsuit ) WHEREAS Seiler and BP have oeen unable to settle the Lawsu t WHEREAS Seller nas offered ro give Purchaser a 550 000 c eau against the purchase puce or the Property provided for in the Contract in exchange fog Purchaser releasing Seiler Train the environmental mdemnificanon contained 111 the Contract and WHEREAS Purchaser and Seller have agreed to modn'y certain provisions of he Contract on the terms and conditions hereinafter set forth NOW THEREFORE in consideration or the mutial covenants contained herein and to consideration of Ten and No/100 ($10 00) Dollars and other good and valuable consideration the except and suffinency of which are hereby acknowledged, Purchaser and Seiler Derby ages as follows 1 lncorporanon of Recital The above recitals are true and correct and are incorporated herein as if set forth in full 2 General Provisions All defined terms m this Amendment shall have the same meaning as in the Contract except as otherwise noted Except as amended and modified by this Amendment, all of the terms covenants conditions and agreements of the Contract are hereby tanned and shall remain m full force and efrecr. In the event or any conflict between the provisions of the Contract and the provisions of this Amendment, this kmendmen shall control 3 Release of Indemmficatioa Purchaser hereby fully releases Seller from the mdemnrficanon provision contained m Section 6 18 of the Contract The indemnification provision contained in the Contract at Section 6 18 shall not survive the Closing and upon execution and delivery of this Amendment shall have no further fvtve or effect 4 Environmental Condition of the Property Purchaser hereby accepts the en‘ iro rental condition or the Property and hereby reLases Seller flow any liability Rtth espect to the environmental condition of the Property A,stnment or Seller s Clair Against BP A Closing Seller agrees to assign any claims to PurhisPr which Serer maa have against BP and George Shaluo ( Shaky) ) in connection with any soil or groundwater contamination of the Property Washout limitation of the reregomg Seller agrees to assign ho Purchaser all of its claims again& BP and Shalab n the Lawsuit Seller fustier agrees to execute any documentaton at Closing reasonably renuested by Purchaser to effectuate such assignment Furthermore Seller agrees to rally cooperate with Purchaser in the prosecution of the Lawsuit and/or in the prosecution of any future lawsuit which may be brought by Purchaser against BP and/or Shalub m connecton won any sod or groundwater contamination of the Property The provisions of this paragraph shall survive the Closing hereunder 6 S`0 000 Credit At Closing Purchaser shall receive a S O 000 credit agams the Purchase Price 7 Counterparts This Amendment may be executed in separate ceunmrparts I shall be fully executed when each parry whose sir antre rs required has signed at least one counterpart even though no ore counterpart cenralns the signatures of all of the parties of this Amendment Facsimile copses shall be deemed on - malt; IN WITNESS WHEREOF Purchaser and Seller have executed this Amendment as of the day and year first above wntzen WITNESSES Witness Signature C.zg, a G - - z' Printea Wimess Signature r -J R-4 ` 4i Printed Name Wit rgnature iC, L Pnnted Name _ ,/?i e K 227 Wimess Signature Printed Name ai Witness lignature ? 6169-& G tl.(iteai9 Panted Name Witness St;pature t Lcauss Un'ur If— Pnnted Name SELLER ?Ott, Thomas H Wale held s Successor Trustee of the Charles G Reb a Revocable Trust tinder Revocable Trust Agreement dated January 20 1989 as modified ana amended Charles Fred Rebozo as Successor Trustee or the Charles G Rthozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended bb.S14.1 Mary R outerse as Successor Trustee of the Charles G Rebozn Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended 4 aef) t3y a s '- PURCHASER VILLAGE OF KEY BISCAYNE a Florida Attest municipal corporation Village Clerk � `=_ -' c. eI J - •IIerty g Village Manager Approved as to legal form and sufficiency Village Attorney F 1103032\Ageemeass\SPCIH AMENDMENT TO PURCHASE AND CAT F AGREEMENT Draft 9-18-00 doc Volume II INDEX TO CLOSING BINDER This Closing Binder contains documents m connection with the closing for the purchase by the Village of Key Biscayne a Florida municipal corporation (` Buyer ) from Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the Seller ) The closing was held on September 21 2000 at the offices of Weiss Serota Hellman Pastonza & Guedes P A 2665 South Bayshore Drive Suite 420 Miami Florida 33133 The following documents contained herein in connection with the closing are originals unless otherwise noted VOLUME I - PURCHASE AND SALE AGREEMENT 1 Purchase and Sale Agreement dated as of June 31 1999 entered into between the Village of Key Biscayne and Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Nidna Group Corporation (copy) 2 First Amendment to Purchase and Sale Agreement dated as of October 19 1999 (copy) 3 Second Amendment to Purchase and Sale Agreement dated as of March 22 2000 (copy) 4 Third Amendment to Purchase and Sale Agreement dated as of Apnl 17 2000 (copy) 5 Fourth Amendment to Purchase and Sale Agreement dated as of July 17 2000 (copy) 6 Fifth Amendment to Purchase and Sale Agreement dated as of September 7 2000 (copy) 7 Sixth Amendment to Purchase and Sale Agreement dated as of September 21 2000 (copy) VOLUME II - CLOSING DOCUMENTS 8 Warranty Deed dated as of September 21 2000 recorded on September 22 ti _ 2009_m_OLficial_Records Book _19293_at_Page 2970 of the Palm Records_of_ Miami -Dade County Florida 9 Quit Claun Deed dated as of October 20 2000 recorded on October 25 2000 in Official Records Book 19337 at Page 2278 of the Public Records of Miami Dade County, Florida 10 Settlement Statement. 11 Chicago Title Insurance Company Owner s Policy No 10250710600000017 12 Bill of Sale 13 Disclosure Affidavit dated September 21 2000 recorded on September 27 2000 in Official Records Book 19301 at Page 1139 of the Public Records of Miami - Dade County Florida 14 Title Affidavit as to Trust Agreement dated September 20 2000 recorded on September 22 2000 m Official Records Book 19293 at Page 2975 of the Public Records of Miami Dade County Flonda 15 Seller s No Lien Possession and Gap Affidavit 16 Non Identity Affidavit recorded on September 22 2000 in Official Records Book 19293 at Page 2976 of the Public Records of Miami Dade County Florida 17 Affidavit executed by Thomas H Wakefield dated September 20 2000 18 Certification of Non Foreign Status Entity of Transferor 19 General Assignment 20 Trust Certification 21 Assignment of Leases and Security Deposits 22 Assignment of Claims 23 Name Display Covenant dated as of September 21 2000 recorded on September 22 2000 in Official Records Book 19293 at Page 2978 of the Public Records of Miami Dade County Florida 24 Survey prepared by Ford Amentero and Manucy Inc dated 8 27 99 Project No 99 259 25 Affidavit of Surveyor 26 Tenant Letter 27 Appraisal Report prepared by Quinn -van Appraisal P A dated as of October 8 1997 (copy) F \103032\Index to Closing Documents doc R turn t Eta 1 Co} n, Esq W verota n Ifm n Past nza & Gu de P A 2665 SsYth B yshore Driv Suite 420 Mt au PI nda 33133 Tlu Instnim nt Prep r d by Elaine M Cohen E q Weiss Serota Helfman Pastonza & Guedes P A 2665 South B y bore Dnv Suite 420 Miama Honda 33133 Property Appraisers P 1 Identification (Poi o) Number(s) 24-4232 001 0060 and 24-4232 001 0061 Grant e(s) S S #(s) 65 0236174 WARRANTY DEED STATUTORY P S 689 02 Pt 1929T62970 EZ (Wh rever us d h rem th terms first party and second p rty shall include singular and plural, heirs 1 gal repre ntatives and assigns of individuals and th successor and ass gns of core rations wh rever th ontext so dnuts or requires ) THIS INDENTURE Made as of the 21 t day of September 2000 Between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended of the County of Miami Dade in the State of Flonda parties of the first part and the Village of Key Biscayne a Florida municipal corporation of the County of Miami Dade m the State of Florida whose post office address is 85 West McIntyre Street Key Biscayne Florida 33149 party of the second part Witnesseth That the said parties of the first part for and in consideration of the sum of Ten ($10 00) Dollars to it m hand paid by the said party of the second part the receipt whereof is 'hereby acknowledged have granted bargained and sold to the said party of the second part it successors and assigns forever the following described land situate and being in the County of Miami Dade State of Florida to wit See Exhibit A attached hereto and made a part hereof Subject to those matters set forth on Exhibit B attached hereto And the said parties of the first part do hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever IN WITNESS WHEREOF, The said parties of the first part have hereunto set their hand and seal the day and year first above wntten Signed sealed and delivered in the presence of e2 Witness Signature p ef+pebG G /t GscQiL� Printed Name 1tnW ess Signature �S ic,t-idtai c CikA Printed Name Thomas H Wakefield,as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually - I92S3PC?Q71 Witness Signature Printed Name Witness Signature vas c uc 3c C Ginn( s tli Printed Name Witness Signature �ac L /ft cice.-27 Printed Name u �� 1 ~� Witness Signature N, i c... 144_41 Printed Name STATE OF FLORIDA COUNTY OF MIAMI DADE ) )SS Charles Fred Rebozo .s Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually Mary R Bdiaterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually The foregoing instrument was acknowledged before me this oll%' 7 day of September 2000 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is (Personally known to me or who has produced as identification (Signature person taking acknowledgment) OL C i9- G u/ Lf}.e7 . (Name of acknowledger typed printed or stamped) flee C7t /-7 r '. 46, 4 0/ (Serial n be if any) do U GA ,UlLAgTE ft 675154 1 er i IDUl ee ih Ur n. NoPaR PUE 2 STATE OF FLORIDA PEC 1 E293N29 COUNTY OF MIAMI DADE )SS ) The foregoing instrument was acknowledged before me tins c:20 day of September, 2000 by Charles Fred Rebozo as Successor Trustee of the Cha les G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is Cpersonallyknown) to me or who has produced as identification STATE OF FLORIDA )SS COUNTY OF MIAMI-DADE (Signatu/e of person taking acknowledgment) 6G441. Gv/c•pierc (Name of acknowledger typed printed or stamped) (Title or rank b ra- / .nf Pa- /i / (Senal umber if any) iYr The foregoing instrument was acknowledged before me this day of September, 2000 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is 'personally linown to me or who has produced as identification (Signature f person taking acknowledgment) OZ e3 iq Gu/ Corterc (Name of acknowledger typed printed or stamped) (Title or rank) * a C r 7c l y (Serial number if any) / F \ 103032 \ Final Closing Documents \Warranty De d doc 3 01 GA GUILARTE F COMMISSfO. M Cu 676154 EXPIRES September 1 2001 Bony d rim Notary Public Un0envmers EXHIBIT "An rg?g32p(97? REF I 3 Legal Description of Parcels 1 and 2 PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Flonda being more particularly descnbed as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East 1me of Femwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SLTBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the East line of said Femwood Road being also a circular curve to the nght having a radms of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a pomt on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and being m Section 5 Townslup 55 South Range 42 East Miami Dade County Honda Foho No 24-4232-001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Honda being more particularly descnbed as follows Begm at the mtersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street, as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South lme of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Beginning lying and being in Section 5 Township 54 South Range 42 East Miami Dade County Florida Folio No 24-4232 001 0060 09/20/00 WED 14 24 FAX 305 S° 2323 WEISS SEROT4 & HELENA 0 002 RFC ! 92937 2974 EXHIBIT 'II" Permitted Exceptions 1 Taxes and assessments for the year 1999 and subsequent years which are not yet due and payable 2 All matters as shown on the Plat of MATHESON ESTATE KEY BISCAYNE, recorded in Plat Book 34, at Page 34 3 Declaration of Restrictions dated February 5, 1985 filed March 25, 1985 m Official Records Book 12454 at Page 952 (Affects Parcel 1 only) 4 Covenant Running with the Land in favor of Metropolitan Dade County dated February 15 1989, filed March 8, 1989 in Official Records Book 14023 at Page 3387 (Affects Parcel 1 only) 5 Board Order No 97 49 of the Metropolitan Dade County Environmental Quality Control Board entered June 17 1997 filed August 7, 1997 m Official Records Book 17743, at Page 4289 (Affects Parcel 1 and 2) 6 Existing unrecorded leases if any, and all rights thereunder of the lessees and of any person claiming by through or under the lessees NOTE All of the recording information contained herein refers to the Pubhc Records of Miami Dade County, Florida unless otherwise indicated R. CQRtW INCFFICIAL RECORDS aOCX CFDADEMMY ROR/Qt RECORD VERIFIED HARVEti RUVIN CLERK C:RC-47 COUR REC 19337112278 Return to NICHOLAS E CHRISTIN ESQUIRE Wicker Smith Tutan 0 Hara McCoy Graham & Ford P A. 2900 S W 28th Terrace 5th Floor Miami FL 33133 This Instrument Prepared By NICHOLAS E CHRISTIN ESQUIRE Wicker Smith Tutan 0 Hara, McCoy Graham & Ford P A 2900 S W 28th Terrace 5th Floor Miami, FL 33133 Pi ope-) Appraisers Parcel Identification Folio Number(s) 24-4232 001 0060 and 24 4232 001 0061 f3.4.5r1v _n nr72f DOCSTFDEE n SIJRTX ) 45 HARVEY R"JIN, CLERY DADE CQ r1TY CL 0 color" - THIS QUIT CLAIM DEED, Executed the 3° day of September 2000 by CARMEN REBOZO FOUNDATION, INC , first party to THE VILLAGE OF KEY BISCAYNE a Flonda municipal corporation whose post office address is 85 West McIntyre Street Key Biscayne FL 33149 second party (Wherever used herein the terms first party and second party' include all the parties to this instrument and the heirs legal representatives and assigns of individuals and the successors and assigns of „orporations wherever the context so adnuts or requires ) WITNESSETH That the first party for and in consideration of the sum of Ten ($10 00) Dollars m hand paid by the said second party the receipt whereof is hereby acknowledged does hereby remise release and quit claim unto the second party forever all the right title interest claim and demand which the said first party has in and to the following described lot piece or parcel of land situate lying and bemg in the County of Miami Dade State of Fiaraa to wit SEE EXHIBIT "A" ATTACHED TO HAVE AND TO HOLD The same together with all and singular the appurtenances thereunto belonging or in anywise appertainmg and all the estate nght title interest hen equity and claim whatsoever of the said first party either in law or equity to the only proper use benefit and behoof of the said second party forever i5 RnC 19337N2279 IN WITNESS WHEREOF the said first party has caused these presents to be executed in its name and is corporate seal to be hereunto affixed, by its proper officers thereunto duly authonzed the day and year first above wntten CARMEN REBOZO FOUNDATION INC t Attes t `�1 _ Byi� Secretary "/ '~"Z Pre Signed sealed and delivered in the presence of w mess Si t t\-- Nj►csitotM G CIk4t,r1J Pn to ess S gnature td// c.5 J ✓‘,//,rits() Pnnted Name STATE OF FLORIDA COUNTY OF MIAMI DADE I hereby Certify that on this day before me an officer duly authorized to admuuster oaths and take acknowledgments personally appeared bC�y�rfi i Abplanate tnc! fil Lcru der% known to me to be the President and Secretary respectively of CARM N REBOZO FOUNDATION INC and that they severally acknowledged executing the same freely and voluntarily under authority duly vested 1 them and that the seal affixed thereto is the true corporate seal (Check one) V Said person is personally known to me Said person provided the following type of identification Witness my hand and official seal in the S+a if t- and Co uvt 117 last aforesaid this 9--o1> day ofSep�ber 2000 p er II", ai7d94-0__ Notary Signature PAUL MASON STOKES MY COMMISSION # CO 756581 EXPIRES July 15 2002 8QMMf rttu Notary Pub C Underw,,t ,s P L t. 5 i1KC_S Printed Name REC I9337P]228g EXHIBIT A LEGAL DESCRIPTION PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida, being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line of Fernwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Florida thence Northerly along the East line of said Femwood Road being also a circular curve to the nght having a radius of 1666 37 feet and a central angle of 06 degrees 59 rniiiL es 56 seconds for an arc d lance of 203 55 feet to a point of compound curvature thence Northeasterly and F ante 'i, alorg a circular csv to the nght having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and being in Section 5 Township 55 South, Range 42 East Miami Dade County Florida Folio No 24 4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Flonda, being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West line of Crandon Boulevard, as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of th„ Public Records of Miami Dade County Honda thence Nonher1s along the Wept 1 *ne of t1' afo ad Crandon Bor.ievard and along c c_c, rve to the nubt having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an ar distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South ime of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Beginning, lying and oemg m Section 5 Township 54 South, Range 42 East, Miami Dade County Flonda Folio No 24-4232 001 0060 6 of' .LLowac+, c+, - , o4JE cOCWY a OW4- RECORD VERIFIED HARVEY RUVIN CLERK CIRCUIT COURT SETTLEMENT STATEMENT SELLER Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended BUYER The Village of Key Biscayne a Flonda municipal corporation PROPERTY Attached hereto and made a part hereof as Exhibit A DATE September 21 2000 BUYER CREDITS Purchase Pnce Deposit $1 000 00 $50 000 Credit re environmental contamination 50 000 00 Documentary Stamps on Deed 19 533 00 Surtax on Deed 14 649 75 Survey (1/2 of cost) 2 100 00 Title Search and Exam Fee (P O C $490 00) Security Deposit BFI Lease 2 130 00 Rent Proration (9/21 9/30) BFI Lease 10 @ $68 387 683 87 Last Month s Rent BFI Lease 2 130 00 Tax Proration (1/1/00 9/21/00) Parcel 1 24-4232-001 0061 $16 249 35 Parcel 2 24 4232 001 0060 $22 '771 25 Subtotal Cash to Seller $ 131 247 22 $3 124 252 78 1 Interest earned on the deposit to be paid to buyer by the Escrow Agent CHARLES G REBOZO REVOCABLE TRUST UNDER REVOCABLE TRUST AGREEMENT dated January 20 1989 as modified and amended Thomas H Wakefield Successor Trustee SELLER CREDITS $3 255 500 00 VILLAGE OF KEY BISCAYNE a Flonda municipal corporation mg Village Manager DISBURSEMENT SCHEDULE Documentary Stamps on Deed $19 533 00 Surtax on Deed 14 649 75 Title Insurance Premium 10 713 75 Survey Endorsement 100 00 Contiguity Endorsement 100 00 Closmg Fee 200 00 Recording Fees (Estimate) 100 00 Tax Proration (1/1/00 9/21/00) Parcel 1 24 4232 001 0061 $16 249 35 Parcel 2 24-4232-001-0060 $22 771 25 A 1 Tittle Support 7/10/00 Invoice 45 00 A 1 Tittle Support 9/20/00 Invoice 45 00 Title Search Update 75 00 Total $ 84 582 10 \\WSHPG FS1\CLIENTS\103032\Final Closing Docum nt \S ttlement Statement 9 21 00 doe EXHIBIT A LEGAL DESCRIPTION PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Flonda being more particularly descnbed as follows Begin at the intersection of' the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line of Femwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the East line of said Femwood Road bemg also a circular curve to the nght having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a pomt of compound curvature thence Northeasterly and Easterly along a circular curve to the nght havmg a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a pomt of tangency the same bemg a pomt on the South hne of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a pomt on the South line. of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Pomt of Beginning lymg and being m Section 5 Township 55 South Range 42 East Miami Dade County Honda Folio No 24 4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KFY BISCAYNE with the West line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Pomt of Beginning lymg and being m Section 5 Township 54 South Range 42 East Miami Dade County Flonda Folio No 24-4232 001 0060 ENDORSEMENT No 1 Attached to Policy No 10 2507 106 00000017 Issued by CHICAGO TITLE INSURANCE COMPANY The Company hereby acknowledges the lands descnbed in Schedule A are the same lands descnbed in the survey prepared by Ford, Armenteros & ManugY, Inc , under Pro'Iect No 99-259 dated 08/24/99 however the Company does not msure the accuracy or completeness of said survey DATED 09/22/00 WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P A ATTORNEYS AT LAW Authorized Signatory Note This endorsement shall not be valid or binding until countersigned by an authonzed signatory ENDORSEMENT Survey (Florida) (1M? D playS ft 25 WIN EL -SE) CHICAGO TITLE INSURANCE COMPANY By John Rau By Thomas J Adams President Secretary ENDORSEMENT No 2 Attached toPolicy No 10 2507 106 00000017 Issued by CHICAGO TITLE INSURANCE COMPANY The Company insures the Insured herein against loss or damage by virtue of any inaccuracy m the following statement to wit Parcel 1 Parcel 2 contiguous to each other along the east west one Parcel of land of the legal descnpuon and of the legal descnption are hne of Parcel 1 and tine of Parcel 2 and taken as a tract constitute This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any pnor endorsements thereto Except to the extent expressly stated it neither modifies any of the terms and provisions of the policy and any prior endorsements nor does it extend the effective date of the policy and any pnor endorsements nor does it increase the face amount thereof Dated 09/22/00 CHICAGO TITLE INSURANCE COMPANY WEISS SEROTA HELFMAN PASTORIZA & GUEDES P A ATfYS AT LAW Authonzed Signatory Nt Thts dorsm t 72 21 otb ld b d gu tt t g d by th zz d gnat ry ENDORSEMENT C t g ty (N1 rida) CHICAGO HI LE INSURANCE COMPANY By By John Rau Thomas JAdams President Secretary 44444 AMERICAN LAND TITLE ASSOCIATION OWNER S POLICY (10 17 92) (WITH FLORIDA MODIFICATIONS) 10 2507 106 00000017 CHICAGO TITLE INSURANCE COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS CHICAGO TITLE INSURANCE COMPANY a Missouri corporation herein called the Company Insures as of Date of Policy shown in Schedule A against loss or damage not exceeding the Amount of Insurance stated in Schedule A sustained or Incurred by the Insured by reason of 1 Title to the estate or interest described in Schedule A being vested other than as stated therein 2 Any defect in or hen or encumbrance on the title 3 Unmarketability of the title 4 Lack of a right of access to and from the land The Company will also pay the costs attorneys fees and expenses incurred in defense of the title as Insured but only to the extent provided in the Conditions and Stipulations In Witness Whereof CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of the Date of Policy shown in Schedule A the policy to become valid when countersigned by an authorized signatory Issued by WEISS SEROTA & HELFMAN P A 2665 SOUTH BAYSHORE DRIVE SUITE 204 MIAMI FL 33133 (305) 854-0800 CHICAGO TITLE INSURANCE COMPANY By 4•041/1 pery By tAael a4 Secretary r,. i Xu s'tr i-+ss $ 4 f" g c _ ' F=e ALTA Owner s Penny (10 17 92) (WITH FLORIDA MODIFICATIONS) 1 OWNERS SCHEDULE A 1 OFFICE FILE NUMBER 103 032 2 POLICY NUMBER 10 2507 106 00000017 3 DATE OF POLICY 09/22/00 02 38 00 p m 4 AMOUNT OF INSURANCE $ 3 255,500 00 1 Name of Tnsured Village of Key Biscayne, a Florida municipal corporation 2 The estate or mterest in the land which is covered by this Policy is Fee Simple 3 Title to the estate or interest in the land is vested in the Insured 4 The land herem descnbed is encumbered by the following mortgage or trust deed and assignments None and the mortgages or trust deeds if any shown in Schedule B hereof 5 The land referred to in this policy is described as follows SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF TM p hoyvald lyfSh d{ B tt h d F 7200 (1/99 Dupl yS R 25 WEN 1 FL OWNAl) EXHIBIT A PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof recorded in Plat Book 34 at Page 34 of the Public Records of Miami -Dade County u'lorida being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line or Fernwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami -Dade County Florida thence Northerly along the East line of said Fernwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a porn` of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and being in Section o Township 55 South Range 42 East Miami -Dade County Florida AND PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof recorded in Plat Book 34 at Page 34 of the Public Records of Miami -Dade County Florida being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West line of Crandon Boulevard as same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami -Dade County Florida thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the right having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Beginning lying and being in Section 5 Township 54 South Range 42 East Miami -Dade County Florida POLICY FORM SCHEDULE B Polies Number 10 2507 106 00000017 This policy does not insure against loss or damage (and the Company will not pay costs attomevs fees or expenses) which arise by reason of General Exceptions (1) Rights to don. patt..,.) .y (2) (3) (4) 1. nwl,Ju r.nti n „ninc. rrowePc• L Ly the rbLL„ r.,,..,r.L. and n t oh an by th publi r c rd (5) Special Exceptions The mortgage if any referred to in Item 4 of Schedule A if this schedule is attached to an Owner s Policy (6) ,..-1.e,. alit o ..e4 lan s --.I 1__M , eeee._l i_ 1 A (7) Taxes and assessments for the year 2000 and subsequent years which are not yet due and payable 8 General Exceptions (1), (2), (3) (4), (5) and (6) are hereby deleted 9 All matters as shown on the Plat of MATHESON ESTATE KEY BISCAYNE recorded in Plat Book 34, at Page 34 10 Declaration of Restrictions dated February 5, 1985, filed March 25, 1985 in Official Records Book 12454 at Page 952 (Affects PARCEL 1 only) See Continuation Sheet Countersigned WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P A ATTORNEYS AT LAW igekijVi Authorized Sign!at(ory �� ELAINE M COHEN Ale i us schedule is atta h d to a Loan Policy junior and subordmat matters if any are not reflected herein. Not This P h y consists of msert pag labeled Schedul s A and B This Poh y is f no force and eff ct unl s both pages are m luded al ng with any add d pages incorporated by eference F I896R 389 (10/97 asp' yS ft25 WIN 1 PL OWN -ARAM) Sah ADDED PAGE (Schedule B Contrued) Policy Number 10 2507 106 00000017 11 Covenant Running with the Land in favor of Metropolitan Dade County dated February 15 1989 filed March 8, 1989 in Official Records Book 14023 at Page 3387 (Affects PARCEL 1 only) 12 Board Order No 97-49 of the Metropolitan Dade County Environmental Quality Control Board entered June 17 1997, filed August 7 1997 in Official Records Book 17743, at Page 4289 (Affects PARCELS 1 and 2) 13 That certain unrecorded Commercial Lease between Key Land Company, Inc as Lessor, and Industrial Waste Service Inc , now known as BFI, as Lessee dated February 1, 1995 and all rights of the Lessee thereunder 14 Name Display Covenant filed September 22, 200 in Official Records Book 19293 at Page 2978 15 The following matters disclosed on that certain survey prepared by Edwin J Fernandes under Project No 99-259 dated August 27 1999 a Encroachment of chain link fence across the westerly boundary of the subject property into the right-of-way of Fernwood Road b Encroachment of chain link fence across the easterly boundary of the subject property into the right-of-way of Crandon Boulevard c Encroachment of chain link fence and tile across the southerly boundary of the subject property d Encroachment of chain link fence across the northerly boundary of the subject property into West McIntyre Street e Encroachment of asphalt pavement from adjacent property onto the subject property across the northerly boundary of same f Evidence of possible easements disclosed by wood poles and Florida Power & Light Company 'overhead line service" as shown on the survey 16 Any matters that would be disclosed by an accurate survey of the land referred to in Schedule A , Item 5 after the date of the survey referred to in Schedule B, Exception 15 above NOTE All of the recording information contained herein refers to the Public Records of Miami -Dade County, Florida, unless otherwise indicated (10/97 Displ yS R25 WIN 1 PL OWNBCONI) Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii) the Company s obligations to the insured under this policy for the claimed loss or damage other than the payments required to be made s ha ll terminate including any lia bility or obligation to defen d prose cu te or continue any litiga tio n 7 D ETERM INATIO N EXTENT OF LIABILITY AND COINSURANCE This policy is a contract of indemnity against actual monetary loss or dam a ge susta ined or incurred by the insured c laima nt who ha s suffered loss or da mage by rea son of matters insure d against by this policy a nd only to the extent herein described (a) The Inability of the Company under this policy shall not exceed the least of (i) the Amount of Insura nce stated in Schedule A or (ii) the difference between the value of the insured estate or interest as in su red a nd the value of the insured esta te or interest subjec t to the defe ct lien or encumbrance insured again st by this policy (b) This paragraph removed in Florida po licie s (c) The Company will pay o nly those co sts attorneys fees a nd ex penses incurred in accordance with Section 4 of these Conditions and Stipulations 8 APPO RTIO NMENT If the land described in Schedule A consists of two or more parcels which are not used as a single site a nd a loss is established affecting one or mo re of the pa rcels but no t a ll the loss shall be computed and settled on a pro ra ta basis as if the amo unt of insurance unde r this policy wa s divided pro rata as to the va lue on Date of Po licy of each separate parcel to the whole exclusive of any impro vements made subse quent to Date of Polic y unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy 9 LIMITAT ION OF LIA BILIT Y (a) If the Company establishes the title or re moves the alleged defect lien or encumbra nce or cures the lac k of a right of access to or from the la nd or cu re s the claim of unma rketa bility of title all as insured in a reasonably diligent manne r by any method inclu ding litigation and the comple tion of any appeals therefrom it shall have fully performed its obligations with respect to that matter and shall no t be liable for any loss or damage ca used thereby (b) In the event of any litigation including litigation by the Company or with the Company s consent the Co mpany shall have no liability for loss or dam age until there has be en a final de te rmina tion by a court of competent junsdic bon and dispo sition of all appeals therefrom adv erse to the title as insured (c) The Company shall not be liable for loss or damage to an y insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company 10 REDUCTION OF INSURANCE REDUCTIO N OR TERM INATIO N OF LIA BILITY All payments under this policy except payments made for costs attorneys fees a nd expenses shall reduce the amount of the insurance pro tanto 11 LIABILITY NONCUM ULA TIVE It is ex pressly unde rstoo d tha t the a mount of insurance under this policy shalt be reduc ed by any amount the Co mpany may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed assumed or taken subject or which is hereafter exe cuted by an insured and which is a charge or hen on the estate or interest described or referred to in Schedule A and the amo unt so pa id shall be deemed a payment under this po licy to the insured o wner 12 PAYMENT OF LOSS (a) No payment sha ll be made witho ut producing this policy for e ndorse me nt of the payment unless the policy has been lost or destroyed in which case proof of loss or destruction shall be furnished to the satisfactio n of the Company (b) When liability and the extent of loss or damage has been definitely fixed in accorda nce with these Conditions and Stipulations the loss or damage shall be payable within 30 days thereafter 13 SUBROGATIO N UPO N PAYMENT OR SETTLEMENT (a) The Co mpany s Right of Subrogation When eve r the Company sha ll ha ve se ttled a nd paid a claim under this policy all right of subr og ation shall v est in th e Company unaffected by any act of the insured claimant The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would ha ve had against any person or pr operty in resp ectt oth e claim h ad this policy not been issued If r eque sted by the Company the insured claimant shall tran sfer to the C omp any all rights and remedies against any person or property necessary in order to perfect this right of subr og ation Th e ins ur ed cl aim ant shall permit the Company to sue compr omi se or settl e in th e name of th e insured cl aim ant a nd to use the name of the insured claima nt in any tr ansacti on or litigation in votvmg these rights or r emedies If a p ayment on account of a claim does not fully cover the toss of the insured cl aimant the C omp any shall be subrogated to these rights and reme- di es in the pr op ortion which th e Company s payment be ars to the whole amount of the loss If loss should result from any act of the insured claimant as stated above that act shall not void this policy but the Company in that event shall be required to pay only that part of any losses insured against by this policy which shall exce ed the amount if any l ost to the Comp any by reason of the impair ment by the insured claimant of the Comp any s right of subrogati on (b) The Compa ny s Rights Agai nst N on i ns ured Obligors The Companys right of subrogation against no n i nsured obligors shall exist and shall include without limitation the rights of the insured to indem nitres guar anties other policies of insurance or bonds notwithstanding any terms or co nditions c ontained in those instruments which provide for subroga tion rights by easo n of this policy 14 ARBITRATION U nless pr ohibited by applicable law arbitration pursuant to the Title Insura nce Arbitration R ules of the American Arbitrati on Association may be demanded if agreed to by both the Compa ny and the ins ured Arbitra ble matters m ay in clude but are not limited to a ny controversy or claim betwee n the Company and the ins ured arising out of or relating to the pohcy any service of the Comp any in co nn ection with its issua nc e or the brea ch of a policy pr ovision or other obhg ah on Arbitr atio n pursuant to this pokey a nd u nder the R ules in eff ect on the date the demand for arbitrati on is made or at the option of the i nsured the Rules in effect at Date of Policy shall be binding upon the parti es The award m ay i nclude attorn eys tees only if the laws of th e state in which the la nd is located p ermit a court to award attorneys fe es to a pre vaili ng party Judgment upon the award rend ered by th e Arbitrators) m ay be ent ered in any co urt havi ng jurisdicti on ther eof The law of the situs of the land shall apply to an arbitration under the Titl e Insurance Arbitration Rules A copy of the Rules may be obtained from the Company upon request 15 LIABILITY LI MITED TO THIS POLICY POLICY ENTIRE CONTRACT (a) This policy togeth er with all endorsements if any attached hereto by the Company is the entir e p olicy and contra ct betw ee n the insured and the Com pany In interpreting any provision of this policy this policy shall be construed as a whole (b) Any claim of loss or damage whether or not based on negligence and which arises out of the status of the title to the estate or interest covered hereby or by any acti on ass erting such claim sh all be restricted to this policy (c) No amendment of or end ors ement to this poli cy c an be made exc ept by a writing endorsed hereon or attached hereto signed by either the President a Vice President the Secretary an Assistant Secretary or validating officer or authorized signatory of the Company 16 SEVERABILITY In the event any pro visi on of th e policy is held inv alid or unenf orceabl e under appli cable law the p olicy shall be de emed not to includ e that pr ovision and all other pro visions shall rem ain in full force and effect 17 NOTICES WHERE SENT All notices required to be given the Company and any statement in writing requir ed to be furnish ed th e Company sh all include the number of this policy and shall be addressed to th e C ompany at the issuing office or to Chicago Title Insurance C ompany Claims Department 171 North Cl ark Street Chicago Illintos 60601 3294 In Fl orida Call 1 800 883 2020 R d F rmN 8218(R 191792) f 1 CONDITIONS AND STIPULATIONS 1 DEFINITION OF TERMS The following terms when used in this policy mean (a) insured the insured named in Schedule A and subject to any rights or defenses the Company would have had against the named insured those who succeed to the interest of the named insured by operation of law as distinguished from purchase including but not limited to heirs distributees devisees survivors personal representatives next of kin or corporate or fiduciary successors (b) insured clamant an insured claiming loss or damage (c) 'knowledge or known actual knowledge not constructive know) edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart construc live notice of matters affecting the land (d) land the land described or referred to in Schedule A and improve ments affixed thereto which by law constitute real property The term land does' not include any property beyond the lines of the area described or referred to in Schedule A nor any right title interest estate or easement in abutting streets reads avenues alleys lanes ways or waterways but noth ing heremshall modifyorlima the extent to whicha right of access to and from the land is insured by this policy (e) mortgage mortgage deed of trust trust deed or other security instrument (1) public records records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge With respect to Section 1(a)(v) of the Exclusions From Coverage public records shall also include environmental protection hens filed in the records of the clerk of the United States district court for the district in which the land is located (g) tlnmarketabdity of the title an alleged or apparent matter affecting the title to the land not excluded or excepted from coverage which would entitle a purdhaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title 2 CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only sit long aslhe insured retains an estate or interest in the land or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land or (it) an indebtedness secured by a purchase money mortgage given to the insured 3 NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The insured shall notify the -Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below (u) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest as insured and which might cause loss or dam age for which the Company may be liable by virtue of this policy or (iii) if tale to the estate or interest as insured is rejected as unmarketable If prompt notice shall not be given to the Company then as to the insured all liability of the Companyshallterminatewith regard to the matteror mattersfor which prompt notice is required provided however that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice 4 DEFENSE AND PROSECUTION OF ACTIONS DUTY OF INSURED CLAIMANT TO COOPERATE (a) Upon written request by the insured and subject to the options con tamed in Section 6 of these Conditions and Stipulations the Company at as own cost and without Unreasonable delay shall provide for the defense of an insured in litigation in which any thud party asserts a claim adverse to the title or interest as insured toot only as to those stated causes of action alleging a defect lien or encumbrance or other matter insured against by this policy The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel The Company will not pay any fees costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy (b) The Company shall have the right at its own cost to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title tothe estate or interest as insured or to prevent or reduce loss or damage to the insured The Company may take any appropriate action under the terms of this policy whether or not a shall be liable hereunder and shall not thereby concede liability or waive any provision of this policy 11 the Company shall exercise as rights under this paragraph it shall do so diligently (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy the Company may pursue any litigation to final determination by a court of competent suns diction and expressly reserves the nght in its sole dis retion to appeal from any adverse judgment or order (d) In all cases where this policy permits or requires the Company to prose cute or provide for the defense of any action or proceeding the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding and all appeals therein and permit the Company to use at as option the name of the insured for this purpose Whenever requested by the Company the insured atthe Company expense shall give the Company all reasonable aid (i) in any action or proceeding securing evidence obtaining witnesses prosecuting or defending the action or pro ceeding or effecting settlement and (n) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the tale to the estate or interest as insured If the Company is prejudiced bythe failure of the insured to furnish the required cooperation the Companys obligations to the insured under the policy shall terminate including any liability or obhga tion to defend prosecute or continue any litigation with regard to the matter or matters requiring such cooperation 5 PROOF OF LOSS OR DAMAGE, In addition to and afterthe notices required under Section 3 of these Condi tions and Stipulations have been provided the Company a proof of loss or damage signed and sworn to bythe insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage The proof of loss or damage shall describe the defect in or hen or encumbrance on the tale or other matter insured against by this policyvhvhldh cons autos the basis of loss or damage and shall state to the extent possible the basis ofcalculating the amount of the loss or damage If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss -or damage the Company s obligations to the insured under the policy shall terminate including any liability or oblige bon to defend prosecute orpontinue any litigation with regard to the matter or matters requiring such proof of loss or damage In addition the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination inspection and copying at such reason able times and placeslas may bedesignated by anyauthonzed representative of the Company all records v books ledgers checks correspondence and memoranda whether be@ring a date before or after Date of Policy which reasonably pertain to the losslardamage Further if requested by any author ized representative of the Company the insured claimant shall grant rts per mission in writing foranyaathohzed representative of the Compahyto exam me inspect and copy all rec&ds books ledgers checks correspondence and memoranda in the cusfddt or control of a third party which reasonably pertain tb the loss or damage Alt information designated as confidential by the insured claiman{ provided to the Company pursuant to this Section shall not be disclosed to others below in the,reasonable judgment of the Com pany it is necessary in the administration of the claim Failure of the insured claimant to submit for examination under oath produce other reasonably requested information or grant permission to secure reasonably necessary information from third partieses required in this paragraphshall terminate any liability of the Company under this policy as tethat claim 6 OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS TERMINATION OF LIABILITY In case of a claim under this policy the Company shall have the following additional options (a) To Pay or Tender Payment of the Amount of Insurance To pay or tender payment of the amount of insurance under this policy together with any costs attorneys fees and expenses incurred by the insured claimant which were authorized bythe Company upto the time of payment or tender of payment and which the Company is obligated to pay Upon the exercise bythe Company of this option alliabilityand obligations totheinsured under this policy other than to makethe payment required shall terminate including any liability or obligation to defend prosecute or con tinue any litigation and the policy shall be surrendered to the Company for cancellation (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy together withany costs attorneys fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay or (i) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy together with any costs attorneys fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay �� l B I L L O F S A L E K N O W A L L M E N B Y T H E S E P R E S E N T S t h a t T h o m a s I - 1 W a k e f i e l d C h a r l e s F r e d R e b o z o a n d M a r y R B o u t e r s e a s S u c c e s s o r T r u s t e e s o f t h e C h a r l e s G R e b o z o R e v o c a b l e T r u s t u n d e r R e v o c a b l e T r u s t A g r e e m e n t d a t e d J a n u a r y 2 0 1 9 8 9 a s m o d i f i e d a n d a m e n d e d ( c o l l e c t i v e l y S e l l e r ) f o r a n d i n c o n s i d e r a t i o n o f t h e s u m o f T e n a n d N o / 1 0 0 ( $ 1 0 0 0 ) D o l l a r s l a w f u l m o n e y o f t h e U n i t e d S t a t e s t o i t p a i d b y t h e V i l l a g e o f K e y B i s c a y n e a F l o r i d a m u n i c i p a l c o r p o r a t i o n ( P u r c h a s e r ) t h e r e c e i p t w h e r e o f i s h e r e b y a c k n o w l e d g e d h a s g r a n t e d b a r g a i n e d s o l d t r a n s f e r r e d a n d d e l i v e r e d a n d b y t h e s e p r e s e n t s d o e s g r a n t b a r g a m s e l l t r a n s f e r a n d d e l i v e r u n t o t h e P u r c h a s e r i t s s u c c e s s o r s a n d a s s i g n s t h e f o l l o w i n g g o o d s a n d c h a t t e l s A l l o f t h e t a n g i b l e p e r s o n a l p r o p e r t y o f S e l l e r u s e d i n c o n n e c t i o n w i t h o r l o c a t e d m o n o r a t t h e r e a l p r o p e r t y l e g a l l y d e s c r i b e d o n E x h i b i t A a t t a c h e d h e r e t o ( t h e R e a l P r o p e r t y ) a n d a l l r e p l a c e m e n t s t h e r e o f i n c l u d i n g b u t n o t l i m i t e d t o t h e p r o p e r t y l i s t e d o n E x h i b i t B a t t a c h e d h e r e t o e x c e p t i n g t h e r e f r o m a n y a r t i c l e s o f p e r s o n a l p r o p e r t y b e l o n g i n g t o t e n a n t s o c c u p y i n g t h e i m p r o v e m e n t s s i t u a t e d o n t h e R e a l P r o p e r t y T O H A V E A N D T O H O L D t h e s a m e u n t o t h e P u r c h a s e r i t s s u c c e s s o r s f o r e v e r a n d a s s i g n s A N D S e l l e r d o e s f o r i t s e l f a n d i t s h e i r s e x e c u t o r s a n d a d m i n i s t r a t o r s c o v e n a n t t o a n d w i t h t h e P u r c h a s e r i t s s u c c e s s o r s a n d a s s i g n s t h a t S e l l e r i s t h e l a w f u l o w n e r o f t h e s a i d g o o d s a n d c h a t t e l s t h a t t h e y a r e f r e e f r o m a l l e n c u m b r a n c e s t h a t S e l l e r h a s g o o d r i g h t t o s e l l t h e s a m e a f o r e s a i d a n d t h a t S e l l e r w i l l w a r r a n t a n d d e f e n d t h e s a l e o f s a i d p r o p e r t y g o o d s a n d c h a t t e l s h e r e b y m a d e u n t o t h e P u r c h a s e r i t s s u c c e s s o r s a n d a s s i g n s a g a i n s t t h e l a w f u l c l a i m s a n d d e m a n d s o f a l l p e r s o n s w h o m s o e v e r I N W I T N E S S W H E R E O F S e l l e r h a s e x e c u t e d t h i s B i l l o f S a l e a s o f t h e 2 1 ' d a y o f S e p t e m b e r 2 0 0 0 " Z W i t n e s s S i g n a t u r e t e c t i t - e d t . 7 P r i n t e d N a m e W i t n e s s S i g n a t u r e t . 1 t c t a k A - P r i n t e d N a m e T h o m a s H W a k e f i e l d s S u c c e s s o r T r u s t e e o f t h e C h a r l e s G R e z o R e v o c a b l e T r u s t u n d e r R e v o c a b l e T r u s t A g r e e m e n t d a t e d J a n u a r y 2 0 1 9 8 9 a s m o d i f i e d a n d a m e n d e d Witnes Signature Printed; Name irNLA Witness Signature h.! 1 (. 4J vec t= C YS710 Printed Name Witness Signature CLAI76. 6 /'«Ce,G2 Pnnted Name Witness Signature s -J E t kcS s CMA Prmted Name STATE OF FLORIDA )SS COUNTY OF MIAMI DADE Charles Fred Rebozcf as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended v‘ i\ij C Mary R Bodt@rse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended The foregoing mstrument was acknowledged before me this day of September 2000 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is (—personally kno� to me or who has produced as identification (Signature erson takmg acknowledgment) OG6R co/tineit (Name of acknowledger typed prmted or stamped) (Title or rank) ea 674/ry° �'ti `..� ... e.c `s„ 249-0/ (Serial tuber if any) 0 2 i OLGA GUILAFTE MY CD1i/k5SION GC 6i6154 E1ffHiE5 September 1 2001 Bade Thru Notary Pubfe UndemMGers 404-6. STATE OF FLORIDA )SS COUNTY OF MIAMI DADE The foregoing instrument was acknowledged before me this day of September 2000 by Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is ersonally know to me or who has produced as elm (Signature ojtperson taking acknowledgment) OGGig 6 e crtzrE, (Name of acknowledger typed printed or stamped) (Title or r ) GC 47g 1Jy- w^- / j c (Ser 1 number if anj) STATE OF FLORIDA COUNTY OF MIAMI DADE ) )SS OLGA GUI i E Mr MANS 676154 _cPmES Sep1smb>r 1 2001 aonded ihN Notify Public UndeM'Mers The foregoing instrument was acknowledged before me this -,10 day of September 2000 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is (personally known) to me or who has produced as identification F \103032\Final Closing Documents \Bill of Sale doc (Signature glrperson takmg acknowledgment) 6460 Cy/ fiR-ir (Name of acknowledger typed printed or stamped) (Serial n 3 "CC676en, 4o -+-a4..... - /� 0/ ber if any) A SUiLART p 0 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Flonda being more particularly descnbed as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East tine of Femwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the East line of said Fernwood Road being also a circular curve to the nght havmg a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the nght havmg a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same bemg a pomt on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence clue East along the South line of said West McIntyre Street for a distanre of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lymg and being m Section 5 Township 55 South Range 42 East Miami Dade County Honda Folio No 24 4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Honda being more particularly descnbed as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the nght havmg a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left havmg a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a pomt of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South lme of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Begmmng lymg and being in Section 5 Township 54 South Range 42 East Miami Dade County Flonda Folio No 24 4232 001 0060 4 EXHIBIT "B" SCHEDULE OF PERSONAL PROPERTY None 5 SEP-20-2000 WED 02 46 PM This intro neat prepared by and after recording return to Elaine M Cohen Esq Weiss Scrota Heitman. Patitonza & (suedes P A 2665 South Bayaore Dnve Suite 420 Mianu Ronda 33133 SATE OF FLORIDA COUNTY OF MIAMI -]JADE ) SS A.FFIDAVIT FAX HO REC 1930 ! PC 1139 sOOrf4-v 189 P 02 FP P BEFORF ME, an officer duly authonzed in the State and County aforesaid to take acknowledgements personally appeared Thomas H Wakefield Charles Fred Rebow and Mary R Bouterse (collectively the Affiants"), who being first duly sworn upon oath depose and say 1 That the Atfiants are the Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the "'must') 2 That the Trust is the owner of fee simple title to the real property described in EXHIBIT A" attached hereto and made a part hereof located in Miami Dade County, Honda (the Property ') 3 That the address(es) of Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse are c/o Olga Guilarte 1570 Madruga Avenue Suite 305 Coral Gables FL 33146 4 That in their capacity as Successor Trustees the Affiants are familiar with the names and addresses of every person having a beneficial interest in the Tmst and the Property 5 That the names and addresses of all persons having a beneficial interest in the Trust and the Property are set forth in EXHIBIT ' B attached hereto and made a part hereof SvP-20-2000 WED 02 47 PM FAX NO P 03 REF 19301 PC l 140 6 That the Aftiants are fully authorized to make and sign this Affidavit and that this Affidavit is based upon personal knowledge 7 This Affidavit is given m compliance with the requirements of Section 286 23 Florida Statutes, and made under oath, subject to the penalties prescnbed for perjury FURTHER AFFIANTS SAYETH NAUGHT Dated Septmber )15, 2000 STATE OF FLORIDA COUNTY OF MIAMI DADE The foregoing instrument was acknowledged before inc this day of September 2000 by Thomas u Wakefield as Success- Trtictee for the Charles G Reboao Revocable Tar under Revocable Trust Agreement dated January 20, 1989, as modified and amended who is personally known to me or who has produced identification )SS Thomas H, ,Wakefield Successor Trustee Charles Fred Rebozo, Si5bessor Trustee .B (� aAkfrhae Mary R Bo' rse Successor Trustee (Signature of person taking acknowledgment) (Name of acknowledger typed, punted or stamped) WIN (Title or rank) (Serial number if any) SEP-20-2000 140 02 47 PH F-- �y FAX NO P 04 REC '9301pbI14) STATE OF FLORIDA ) )SS COUN IY OF MIAMI DADE ) The foregoing instrument was acknowledged before me this J( day of September 2000 by Charles Fred Rebozo as Successor Trustee for the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989 as modified and amended who is personally known to me or who has produced as identification STATE OF FLORIDA COUNTY OF MIAMI DADE )5S (Signaturfof person taking acknowieugmen)) 04 64, 6'ita (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number, if any) MY COMMISSION i CC 6701D EXPIRES September 1 2001 'p �n Bonded ihm Wary Put Underrm The foregoing instrument was acknowledged before me this c/ day of September, 2000 by Miry R Bouterse as Successor Trustee for the Charles G Rebozo Revocable Tmst under Revocable Trust Agreement dated January 20 1989, as modified and amended who is personally known to me or who has produced as iaentttication E \103032\Fnul Clues g DecurneimAllackauto Affidavit Au (Signature of rson taking acknowledgment) cc GO, 60/ AarsC.rt_ (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number, if any) OLGA GUI 7E MY COMMISSION # CC 676154 EXPIRES Saptember 1 2001 Bonded Thar Homy Pubic Uncim,, SEP 2 —09 11 03 FROM WICRF°R SMITH M/AMI I ID 30644[ 4SS7 PAGE 6!9 REC 19301[11 142 6 That the Affiants are fully authorized to crake and sgrt this Affidavit and that this Affidavit is based upon persona] knowledge 7 This Affidavit is given ut compliance ch prescribed for ispof Secs 286 23, nonda Statues and mode under oath subj the penalties FURTHER AFFIANTS sAXETH NAUGHT Dated September 2000 STATE OF PLORiDA COUNTY OF MIAMI DADE The foregoing instrument was acknowledged before me ibis -4 day of September 2000 by Thomas H Wakefield as Successor Trustee for the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989 as modified and amended who is personally known to me or who has produced as identifleanon ) )SS ) Successor Trustee NiarY R (Siguana o person ta acknowledgment) 0 (Name of acknowledges typed, printed or stamped) (Title or rank) coal ng,aber if any) OLGA GUILARTE MY COMMISSION # CC 676154 EXPIRES September 1 2001 Bonded Thor Notary Publle UnCMrvmlers SrP-20-2000 WED 02 47 PM FAX NO P 05 193Q ! PC 1143 EXHIBIT "A" Legal Description of Parcels 1 and 2 PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade, County Florida being more particularly described as follows Begin at the ntersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East hne of Fernwood Road as the same Is shown on the plat of TROPICAL 1St E HOMES SUBDIVISION as meorded in Plat Book 50 at Page 64 01 the Pnhlic Records of Miami Dove Coon y .glonda them, Northerly along the East line of said Femwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angle or 00 degrees 59 minutes 56 seconds for an am drsta-leo of 203 5e fe^ to a point of rompound curvature, thence Northeasterly and Easterly along a circular curve to the right havmL a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Sheet for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South line of sail Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Pomt of Beginning lytng and being m Section 5 Township 55 South Range 42 East Miami Dade County Flonda Folio No 24-4232001-0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly described as follows Begin at the mtersec.tion of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with thi. West line of Crandon Boulevard, as same s shown oL the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 54 at Pale 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West line of the af0resair. Crandon Boulevard and along a c -Qar r..rve to tha right having a radius of 1266 37 feet anti a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point 01. reverse curvature thence Northwesterly and Westerly along a circular curve 10 the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an are distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of 'TROPICAL ISLE HOMES SUBDIVISION , for a distance of 184 93 feet thence South for 225 00 feet w a point on the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE' thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE tor a distance of 194 35 feet to the Point of Beginning lying and being in Section 5 Township 54 South Range 42 East, Mann Dade County Honda Folio No 24-4232-001-0060 REC 193011)C1144 - EXHIBIT "B" NAME AND ADDRESSES OF BENEFICIAL OWNERS OF TRUST Carmen Rebozo Foundation Inc c/o Olga Guilarte 1570 Madruga Avenue Suite 305 Coral Gables FL 33146 Richard Nixon Library & Birthplace Foundation ' 8001 Yorba Linda Boulevard Yorba Linda CA 92886 3949 NCO in R '1DSQ"yyc REcoko VERIFIED affRicaRcureART OFF I9293°62grr AFFIDAVIT STATE OF FLORIDA )ss COUNTY OF MIAMI DADE ) 35 1 20PJ v_t :2 `4 Before the undersigned an officer duly commissioned by the laws of Florida on this 020 day of September 2000 personally appeared Thomas H Wakefield who havmg been duly sworn deposes and says 1 That he is one of the Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 (the Trust ) 2 That to the only modifications and amendments to said Trust are the following all filed on September 9 1998 m Official Records Book 18267 Pages 129 through 191 (a) (b) (c) (d) (e) (f) (g) (h) (i) (J) First Amendment dated August 3 1989 Second Amendment dated July 30 1990 Third Amendment dated February 13 1991 Fourth Amendment dated July 17 1991 Fifth Amendment and Restatement dated June 16 1992 Sixth Amendment dated March 18 1993 Seventh Amendment dated September 24 1993 Eighth Amendment dated September 26 1995 Ninth Amendment dated June 18 1996 and Tenth Amendment and Restatement dated June 12 1997 RECORcEowervot RECGRD$BQQ, OFDADECDl.MY RnaDS RECORD VERIFIED HARVEY RUVIN Cant' GREW COURT 3 That to the present trustees are Thomas H Wakefield Mary Bouterse and Charles Fred Rebozo 4 That the Trust has never been revoked or terminated and is m full force and effect e Thomas H Wakefield £uccessor Trustee The foregoing instrument was acknowledged before me this aO' day of September 2000 by Thomas H Wakefield as Successor Trustee for the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended OLCA GUILARTE My „ OMMISSiON if CC 576154 EXPIRE September 1 2801 Bonded'Sm Handy Public BndenWQers F \103032\F nal Closing D cum nts\Title Affidavit s to Trust Agr ement doe Notary uUhc State of Florida My Commission Expires co/ 09/20/00 WED 14 24 FAX 305 $F X2929 WEISS SEROTA & EELFMA'- FIoo9 SETF Flt'S NO LIEN, POSSESSION AND GAP AFFIDAVIT STATE OF FLORIDA ) ) ss COUNTY OF MIAMI DADE ) BEFORE ME the undersigned authority personally appeared Thomas H Wakefield hereinafter referred to as Affiant" (includes both singular and plural) who, being first duly sworn, on oath, says 1 That Affiant is one of the Successors Trustees of the Charles G Rebozo Revocable Trust Agreement dated January 20, 1989 as modified and amended 2 That Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Seller) is the owner of fee simple of the following described property (the ' Property ) to wit See Exhibit A" attached hereto and made a part hereof 3 That, other than that certain Commercial Lease between Key Land Company, Inc as Lessor, and Industrial Waste Service, Inc now known as BFI as Lessee, dated February 1 1995 (the "BFI Lease ) there are no parties other than Seller in possession of, or claiming possession to the Property and that other than the rights of possession in favor of the tenant under the BFI Lease Seller is in undisputed possession thereof 4 That the Property is free and clear of all hens taxes encumbranrn and claims of every kind, nature and description whatsoever except for real estate taxes for the current year 5 That there have been no improvements, alteratrons, or repairs to the Property for which the costs thereof remain unpaid. 6 That there are no construction, mechanics' materialmen s or laborer's liens agamst the Property 7 That there are no Judgments currently existing against Seller 8 That there are no emitters pending against Seller that could give rise to a hen that would attach to the Property between ',Hilt) at l l (=Dr s. and the recording of the deed m the Public Records of Miami -Dade County Flonda vesting title to the Property in the Village of Key Biscayne a Florida municipal corporation 9 Seller has not and will not execute any rnstniments that would adversely affect title to the Property m any way or prevent if from becoming vested in the Village of Key Biscayne a Honda municipal corporation 10 That this Affidavit is made for the purpose of mducmg (1) the Village of Key Biscayne a Flonda municipal corporation to purchase the Property from Seller and (n) Chicago Title Insurance Company (the Title Company ) to issue an owner s title insurance policy pursuant to the title insurance commitment issued by the Title Company with respect to the Property Thomas 11 Wakefiel. • Successor Trustee The foregoing instrument was acknowledged before me thisa day of September 2000 by Thomas H Wakefield as Successor Trustee for the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended No blic State of Florida My Commission Expires CLGA GULARTE ay eCi4M aS'O! 9 CC 676154 A IStS ^ planer 1 2001 cad Nu Notary Punts: Undenmmis F 103032\ Final Closing Documents \No LienPosession and Gap Affidavit doc EXIIISIT "A" Legal Description of Parcels 1 and 2 PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly described as follows Begm at the mtersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line of Femwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Florida thence Northerly along the East lme of' said Femwood Road being also a circular curve to the nght havmg a radius of 1666 37 feet and a central angle of 06 degrees 59 mmutes 56 seconds for an arc distance of 203 55 feet to a pomt of compound curvature thence Northeasterly and Easterly along a circular curve to the nght having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same bemg a point on the South lme of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a pomt on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of' Beginning lying and bemg m Section 5 Township 55 South Range 42 East Miami Dade County Honda Folio No 24 4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE accordmg to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Flonda being more particularly descnbed as follows Begm at the mtersection of the South lme of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West !me of Crandon Boulevard, as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the West lme of the aforesaid Crandon Boulevard and along a circular curve to the nght havmg a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left havmg a radius of 25 00 feet and a central angle of 98 degrees 54 mmutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South lme of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Pomt of Begmmng lying and being in Section 5 Township 54 South Range 42 East Miami Dade County Flonda Polio No 24-4232-001 0060 a SEP-20-00 10 01 PROM WICKER SMITH MIAMI ID 3054481987 FADE 4/3 FEF 192931'2976 This Instrument prepared by Nicholas E Chrstm, Esquire Wicker Smith Tatan 0 Hera, McCoy Graham & Ford PA 2900 Middle Street Miami FIonda 33133 CeCIR461352 .�2fwf.: SEP 27 4 38 NON-IDENTITY AFFIDAVIT BEFORE MF the undersigied authonty personally appeared THOMAS H WAKEFIELD, CHARLES FRED REBOZO and MARY R. BOUTERSE, ab Successor Trustees of the Charles G Reboze Revocable Trust under Revocable Trust Agreement dated January 26, 19891 as modified and sorended, who being first duly sword, according to lay. depose and say as folows l That Affiants have entered into a contract with tne Village of Key Biscayne, a Florida municipal corporation for the purchase of the property descnbed on Exhibit A 2 That tnere are no Augments tax hens or other documents filed against your Affiants that would adversely affect the title to the above descnbed real property 3 That the Judgment m Ivor of Robin Anthony Rushton against Charles Rebozo and Charles Rebozo dib,a Stotler & Compaziy entered Mav 7 1985 m Case No 84 18218 CC Oa County Court for Dade County Flonda filed June 5 1985 m Official Records Book 12532 at Page 264 in the onginai amount of $5,000 00 is not for Charles G Rebozo and the person named therein is not the same as Charles G Rebozo Further Affiants ctate that Charles G Rebozo has never conducted any business under the name of Stotler & Company 4 That Affiants acknowledge that this Affidavit is being given to clear the land record to the real property described n Exhibit A and to induce the Village of Key Biscayne to purchase the subject property FURTHER, AFFLANTS 5 4YETH NOT CHARLES FRED REBOZO Successor Trustee D, Successor Trustee MARY UTERSE, Successor Trustee k =s SEP-20-00 10 01 PROM WICKER SMITH MIAMI REF 19293PG2977 ID 3054481897 PAGE 3/3 STATE OF FLORIDA SS CQONT 1 OF MIAMI U. The foregoing instrument was acknowledged betore me this Avvril day of September 2000 by THOMAS 11 WAKEFIELD CHARLES FRED REBOZO and MARY R. BOUTERSE, as Suct.essor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who arc personaily known to ire) or who ha+'e produced (type of ID) and who did (did not) take an oath [Affix Notary Seat] az6A 6cif t/t2re Pnnted Name of Notary Pub1i OUA GUIIIIRTE t FIRES ISepembeer1620014 Bonded Thnl Nolary Puble OndenmM5 FECCV70 DMOP W6 RECY a0MA OFDA ECann' FLDRZ]a RECORD VERIFIED NAAVEY RUVIN CLERK CIRCUIT COURT F ti AFFIDAVIT STATE OF FLORIDA )ss COUNTY OF MIAMI DADE Before the undersigned an officer duly commissioned by the laws of Florida on this to day of September 2000 personally appeared Thomas H Wakefield who having been duly sworn deposes and says 1 That he is one of the Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 (the Trust ) 2 That he makes this Affidavit in connection with that certain Purchase and Sale Agreement (the Agreement ) dated June 30 1999 between Thomas 11 Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the Seller) and the Village of Key Biscayne a Flonda municipal corporation 3 That Seller is duly a formed validly existing trust and m good standing under the laws of the state of its formation and m the State of Florida 4 That Seller and the persons executing the closing documents on behalf of Seller have the power and authority to execute and deliver the Agreement and perform its obligations hereunder 5 That the execution delivery and performance of the Agreement and of all instruments to be executed and delivered by Seller m connection with the Agreement have been duly authonzed by all necessary action on the part of the Trust and will not conflict with or result m a breach of or any order judgment writ injunction or decree of any court or governmental mstrumentahty or of the trust agreement of the Trust or any agreement or instrument to which the Trust is a party or by which it is bound or to which the Property (as that term is defined m the Agreement) is subject Thomas H Wakefield /Successor Trustee The foregoing instrument was acknowledged before me this day of September 2000 by Thomas H Wakefield as Successor Trustee for the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended OLGA G1111ARTE My roj WSSUh4 4 CC 676154 EAP'P S aepten1EB& 1 2'001 Bonder Ttr Notary Pubbe UnxGw4trs F \103032\Final Closmg Documents\Sellers Closing Affidavit doe No ublic State of Florida My omnussion Expires CERTIFICATION OF NON FOREIGN STATUS ENTITY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a U S real property interest must withhold tax if the transferor is a foreign person To inform the transferee that withholding of tax is not required upon the disposition of a U S real property interest by Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Transferor ) the undersigned hereby certify the following on behalf of the Transferor named below 1 The Transferor is not a foreign corporation foreign partnership foreign trust or foreign estate (as those terms are defined m the Internal Revenue Code and Income Tax Regulations) 2 The Transferor s U S employer identification number is 65 6272703 3 The Transferor s address is Thomas H Wakefield Co Trustee Charles Fred Rebozo Co Trustee Mary R Bouterse Co Trustee c/o Olga Guilarte 524 Femwood Road Key Biscayne Florida 33149 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herem could be pumshed by fine imprisonment or both Under penalties of perjury we declare that we have examined this certification and to the best of our knowledge and behef it is true correct and complete and we further declare that we have authority to sign this document on behalf of the Transferor TRANSFEROR. Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date o%/W,e,0 Charles Fred Rebozoas Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date Mary R Bc ijterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 6 772, D/.0 F \103032\Final Closing Documents \Certification of Non Foreign Status Entity Transferor doc Z STATE OF FLORIDA )SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 2M4 day of September 2000 by Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust and Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally kno to me or who has produced as identification (Signature person taking acknowledgment) OC c i9 6 vi ta¢,ei't, (Name of acknowledger typed printed or stamped) i7 Lac.° eaZtfr ) (Title or rank) c -G G 76Artyn � eo,r,_w d erf - macro > (Serial num if any) �z�.�� / STATE OF FLORIDA )SS COUNTY OF MIAMI DADE The foregoing instrument was acknowledged before me this o') day of September 2000 by Mary R Bouterse as Successor Trustee of the Charles G Re ozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature ofOerson taking acknowledgment) f>L6.q 6'u, 69t,y (Name of acknowledger typed printed or stamped) / (5' -�.c, x.1,4 76:4 (T itle or rank #cj6j cry (Serial ber if any) F \ 103032 \ Final Closing Documents \ General Assignment doe EXHIBIT A LEGAL DESCRIPTION PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 at Page 34 of the Pubhc Records of Dade County Honda being more particularly described as follows Begin at the mtersectron of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line of Femwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Pubhc Records of Miami Dade County Flonda thence Northerly along the East line of said Femwood Road being also a circular curve to the nght havmg a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the right havmg a radius of 25 00 feet and a central angle of 83 degrees 00 mmutes 04 seconds for an arc distance of 36 22 feet to a pomt of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a pomt thence South for a distance of 225 00 feet to a point on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and bemg in Section 5 Township 55 South Range 42 East Miami Dade County Flonda Foho No 24 4232-001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Honda bemg more particularly descnbed as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West lme of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West Ime of the aforesaid Crandon Boulevard and along a circular curve to the nght havmg a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a pomt of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a pomt of tangency thence due West along the South tine of West McIntyre Street, as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Begmnmg lying and being in Section 5 Townslup 54 South Range 42 East Miami Dade County Flonda Folio No 24-4232 001 0060 GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT ( Assignment ) is made as of the 21 day of September 2000 by Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended whose address is c/o Olga Guilarte 524 Fernwood Road Key Biscayne Florida 33149 ( Assignor ) m favor of the Village of Key Biscayne a Honda municipal corporation whose address is 85 West McIntyre Street Key Biscayne Florida 33149 ( Assignee ) RECITALS A Assignor has this date conveyed to Assignee the real property descnbed on Exhibit A located in Miami Dade County Florida attached hereto (the Real Property ) and the improvements located thereon (the Improvements ) (the Real Property and the Improvements together the Property ) B In connection with the conveyance of the Property Assignor and Assignee intend that to the extent assignable all of Assignor s right title interest powers and privileges m and under all intangible personal property guaranties warranties permits licenses approvals certificates plans and specifications books records and other matters stated herein pertammg to the Property be assigned and transferred to Assignee NOW THEREFORE m consideration of the sum of Ten Dollars ($10 00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the Assignor to the extent assignable hereby assigns conveys transfers and sets over to Assignee the following 1 All of Assignor s right title interest powers and pnvileges m to and under all of the intangible personal property used in connection with or relatmg to the ownership use development operation management occupancy or maintenance of the Property 2 All of Assignor s right title interest powers and privileges m and to all public and private contract nghts and development or usage rights of Assignor with respect to the Property 3 All of Assignor s right title interest powers and privileges in and to (i) the as built plans and specifications used m the construction of the buildings and other Improvements located on the Real Property (including dnveways walkways landscaping and mechanical electrical and plumbing systems) and (u) all books records and documents relating to the ownership use development operation management occupancy or maintenance of the Property 4 All of Assignor s nght title interest powers and pnvileges in to and under all of those existing guaranties warranties and mdemnities from any person party or entity relating to the Property 5 All of Assignor s nght title interest powers and privileges to the extent permitted by law in and under any notices of completion environmental and utility permits and approvals licenses permits authorizations consents variances waivers use occupancy and operating permits and licenses and all other permits approvals and certificates obtained in connection with the use occupancy and operation of the Property from any federal state county mumcipal or other governmental or quasi governmental body agency department board commission bureau or other entity or instrumentality To the extent such interests and items are assignable Assignor has good nght title and authority to assign convey transfer and set over to Assignee the interests and items set forth above IN WITNESS WHEREOF Assignor has executed this General Assignment as of the date set forth above Signed sealed and delivered in the presence of With�j ss Signature U /(0 L Printed N t/G+cC .e7 e Witness Signature hSiCKCUS L C_MniSTr.t Panted Name Witness Signature (ale/. L e c t ea, Panted blame O. -- Witness Signature c44-ou\-) C L iti°Ma. Prmted Name Thomas H Wakefie as Successor Trustee of the Charles G R ozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended w 1 az ,,,,,,,,- Witness lignature§^ e Pnnted Name Witness Signature Panted Name STATE OF FLORIDA COUNTY OF MIAMI DADE ) )SS ) to 00, i2_ s Mary R ) uterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended The foregoing instrument was acknowledged before me this c42) day of September 2000 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally know to me or who has producea as identification ‘ ..‘...e.,_. - (Signature /f person taking acknowledgment) OG6f! 6v/ toner (Name of acknowledger typed printed or stamped) (Title or rank) CG 678 / Segal numbe r v fa_ - fc=k 0, joei zTh TRUST CERTIFICATION Thomas 11 Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust (the Trust ) under Revocable Trust Agreement dated January 20 1989 as modified and amended hereby certify the following on behalf of the Trust A That as of the date herein all representations and warranties of the Trust under that certam Purchase and Sale Agreement (the Agreement ) dated June 30 1999 between Thomas 11 Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and the Village of Key Biscayne a Florida mumcipal corporation are true and correct m all respects as of the date herein B That as to each of the undersigned s actual knowledge as Successor Trustee of the Trust no default or breach nor any event which with notice or with the passage of time or both would constitute a default or breach by the Trust under the Agreement Under penalties of penury we declare that we have examined this certification and to the best of our knowledge and belief it is true correct and complete and we further declare that we have authority to sign this document on behalf of the Trust Thomas 1 " Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date Charles Fred Rebozf as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date d 9/jo/ a 2 6 p Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date o5/. /oO \\WSHPG FSl\CLI&NTS\103032\Final Closing Documents\Trost Certification doc as”-21-ee 11 00 FROM W1C+CER SMITH MIAMI ID 305448156' PACE 2/5 ASSIGNME. NT G1.'; .LP.ASEJ AND SECURITY DEPOSP'S Thomas H Waltaeld, Charles Fred Rebore and Mary R. Bouterse, as Successor Trustees of the Chalets 0 Rehozo Revocable 'rust under Revocable Trust Agreement dared January 20 ,989, as modified and amended rAssignoC, m eoaaidesacloi of the sum of Ten and No/100 Dollars (S 10 00) na hand pam and other good ad valuable cinsideranon, ilk motipt of which s hereby acknowledged, hereby amps, angers, sets over and conveys to the Village of Key B scayne a Runde municipal corporation ( Assignee) ail of Assignor s right, ode and interest t.4 and to the leases ideeutfiea oo Fat -LIST hereto (the Leases) uiclnding any and all leeway depoats there order, with respect to the real property legady descnbed Qua Exhibit A attached here= (the Properry") Pursuam to thus tsst nmeot, Anion,* is not saw gran to Assignee nor 14, Assignee assuming am of the c uuwmients Covenants obligations and habhities of Aseiguvr under or by vine or they pain which arose or were performable prior to .he effective date hereof IN WITNESS WEEREOF, Assignor has executed has =muted this Assigumeac as of the 21` day of September 2000 which a seynmapt is effective this date E,L \%itueas Signature flu}aaS tC Cnn, Ar ( L -V Af-e)f- Pniurd Name F1 iWttle6S Sl�pxi77P. +.S/ Chn,sr— Pwtcd Name �S` Witness STS+■nice rte) 10,64.1✓N c Untie 17 Srgi5ar!� i, Printed Name ASST ti: ttR Thomas H Wakef eldl ' Stloresscr Trust e of the Charles G Revocable Taut outer Revocable Treat Agreamau. acted January 20 1939, as mottled and amended Charles Fred Rrboz4 as Sul 6essar Tr.steie of the Charles Cr Re'amzo Revocable Trust under Revocable Trust Agreement dated January 20 1989, as modified and amended r Mary R. BeOiterse as Succor Trustee of the Charles 0 Rebomo Revocable Trust under Revocable Trust Agreement dated January 20 1989, as incdhfied and amended F I4MQ9T ?i S Muse DorasaMedgemeat dl.aam as hazy Depn,a4oc SEP-2 -530 st 0 'QPDM WICKER SMITH MIAMI TD 305449tS6' PACE, 3/8 EXFIIBIT "A LEGAL AESCRIWFEON rawer 1 A portico 01 Teach 4 "MAPIESON ESTATE KEY BISCAYNE ac`rdm3 to the Plat thamof as matted m Plat Boa 34 at Page 34 of the Ptthbc Records of Dade County, plan& being made pttddttlady demoted u follows Beva al do mrascrhoc el the Sault bne of said Tact 4 of 'MATICSON ESTATE Is"Y BISCAYNE wish az sas. mg of Peowe rod Road, u the same a shown on the plat of TROPICAL ISLE HOMES 3U73tIVISION as rccaaded m Phu Book 50 at Paw 64 of the Public Records of Matt Dade Coraty Mandl therm Nortbeity along to East Tina of card Fantod Road being also a state t curve to die `ten hausnf a radms cf 1666 31 feet trod a cmtM angle of 05 tweet 59 muses 56 seconds kr ar ace thanbrx of 233.55 km to a potra of amtpamd curvature thence NoflMi lefty and Easterly grog a circular carve to doe Apt raving arid= of 25 00 fee ad a central angle of 83 dcgrcm 00 units 04 smahis tar as ace cam= of 36.22 ter to a Pont of tat x ay Rte saris Wag a poor on the Scutt lma of West McIntyre Suet, is the same is shown ou said plat m TROPICAL, ROMPS SUED'VLSION omit ix East alms the Soot hat of and Vets McIntyre Street kr a dsstaree of I6a 46 feat io a pt s, IhetCC Sovtc foe a dletaxe of nS CO feet to a point tin the South hoe of said Tract 4 of sad MATSESON ESTATE KEY BISCAYNE' Ore West ling de South has of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to rite Poto1 of Bewaring lyr2g and being in Seeman 5 Townsbt, 55 South Nasstge 42 Fast, Mtan-Dade Cony Florida Polio No 24.422-001-0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE* am:dlnm toeholds: thesenf untended m Plat Etlolt 34 At Pug 34 of the Publz Bat alt of Dade Cots4y Florida, being more patnoolatly desont ed as ihilows Begin at the nnttnaa.aan of the South kx a and Tact 4 of MATHES°\ ESTATE KEY BISCAYNE° wish die West tine at Crandon Boulevard is saint ,e £owtt en Roe Plat of "TROPICAL ISLE HOMES SUBDIVISION , as recordist in Plat &aft at Page 64 of the Pa61c Retards of Item Dade County Pionda team Atriherly along the West lot of the *resod Caednn Barns* d *0d EOM a =War tallVe to foe right Laving a name of 1266.37 feet and a caul angle of OS degrees 54 nuts 34 oerm05 far a t nt dasrae= 01 196.92 feet to a Rant a It' rnetae anlitee trines Notehwe&tedy and Wendy along a ciUCalas -utve to the left laving a rata cf 25 co feet am a coat angle ce 9l degrees 54 ami ties 34 seconds for an arc distanx of 43 16 Set so a %Amt of tangeorT thence die West aloes the Sadtb be of Wert McIntyre Mac, at the s nt is shown m the aforesaid plat of 'TROPICAL ISLE HOURS SUBDIVISION' far * thirmce of 1S4 93 tea, theme South for 22`5.00 feet *mans aeons on tit Such hue of said Teal 4 of MATHESON ESTATE KEY BISCAYNE thence due East tieing the Sorb line of said Tract 4 of MATHESON ESTATE TOY BISCAYNE font a dduce of 194 35 feet to the Point of Hem, 1pieg 3tm bating m Section 5 Township 54 South, Raab 42 East. Mani -Dade Coffey Placid*. Folio No 24 32401.0CW SEP-21-00 11 02 WPC1M W ^KEN SMITH 4IAMI ID 305448156" PAGE 4/5 LEASES t Commeromal Lem between Key Land Company Inc u Lessor, and Industrial Warp Service Inc now known as BPI as Lessee, daird Feb[uar; 1, 1995 ASSIGNMENT OF CLAIMS THIS ASSIGNMENT OF CLAIMS ( Assignment ) is made as of the 21' day of September 2000 by Thomas 11 Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended whose address is c/o Olga Gmlarte 524 Fernwood Road Key Biscayne Florida 33149 ( Assignor ) m favor of the Village of Key Biscayne a Florida municipal corporation whose address is 85 West McIntyre Street Key Biscayne Flonda 33149 ( Assignee ) RECITALS A Assignor has this date conveyed to Assignee the real property described on Exhibit A located in Miami Dade County Florida attached hereto (the Real Property ) and the improvements located thereon (the Improvements ) (the Real Property and the Improvements together the Property ) B On March 3 2000 Seller instituted a lawsuit m the United States District Court for the Southern Distnct of Florida against George Shalub and BP Amoco m a case entitled Thomas H Wakefield Mary R Bouterse and Charles Fred Rebozo Trustees of the Charles G Rebozo Revocable Trust Plaintiff vs George Shalub BP Amoco Corporation a/k/a Amoco and Amoco Oil Company Defendants Case No 00 0634 CIV KING (the Lawsuit ) C Pursuant to the terms of that certam Sixth Amendment to Purchase and Sale Agreement dated September 21 2000 entered into between Assignor and Assignee Assignor has agreed to assign to Assignee any claims which Assignor which Assignor may have against BP Amoco Corporation ( BP ) and George Shalub ( Shalub ) m connection with any soil or groundwater contamination of the Property NOW THEREFORE m consideration of the sum of Ten Dollars ($10 00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the Assignor to the extent assignable hereby assigns conveys transfers and sets over to Assignee the followmg 1 All of Assignor s nght title interest and claims against Shalub and BP m connection with any soil or groundwater contammation of the Property (the Claims ) 2 At Assignee s election Assignor shall also assign to Assignee all of its claims agamst BP and Shalub m the Lawsuit Assignee agrees to notify Assignor in writing of its election within 30 days of the date hereof If Assignee elects to accept the assignment of the Lawsuit Assignor agrees to execute any documents and pleadings reasonably requested by Assignee in connection therewith Furthermore if Assignee elects to take the assignment of the Lawsuit Assignor agrees to fully cooperate with Assignee m the prosecution of the Lawsuit 3 Assignor aga ces to fully cooperate with Assignee in the prosecution of anv faun lawsuit which may be brought by Purchaser against BP and/or Sbalub m connection u th any soil oa groundwater contatuination of the Proper'v 4 Pursuant to this Assignment of Claims Assignee is not assuming any liabilities of Assignor to BP and/or Sha ub including, without hrrotsnon any liabilities of Assignor related to the Claims or the Lawsuit Assignor has good light title and at thonty to assagrr con ey transfer and set mei to Assignee the interests and vtems set forth above IN WITNESS WHEREOF Assignor his executed this Assignment of Claims is of the date set forth above Signed, sealed tad delivered in the p esence of Witness Signature r�Jtcl+dA'% C= CArinsrr.) Piro ss St a Riala Panted Name rtness Signature ;(Kit Gin` �Si;n�tu v AZAt f1r Printed Name Wituess Signature C tt-t u41 L." Ad ----cam T Wat "riff L( {/c/d/4 Printed Name 2 ASSIGNOR homes Fi Wakefield, as , ecssor Trustee. of the Charles 0 Rebez Ti.evocabie trust under Revocable Trust Agreement dated January 20 1989 as mooafrcd and amended red Rebozd, as % censor 'Trustee oftbe Charles G Rebozo kelt ocable Trust under Revocable Trust Agreement dated January 20 1989 n modified and amcrdcd '1 126,E Mary R B erne se Successor mtvstec of the Charles G Rebozo Pevocable Ti tact under Revocable Trust 4gaeement dated January 20 1989 as modified and amended iiO d ON kd.j kd e2 90 G3M C3OZ-o7-d3S ASSIGNEL Witness Signature Punted Name Witness Signature Panted Name STATE OF 11 OR1DA COUNTY O1" MIAMI DADE The foregoing instrument was acknowledged before me this 0/7 day of September 2000 by Thomas 11 Wakefield a= Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, n modified and amendedas den is �o is personally known to me or who has produced _ VILLAGE OF ISFY BISCAYNE a Fonda municipal corporation By Michael J Flaherty Acting Village Manage' ) )SS ) (Signatu of person taking acknowledgment) OLa,' Goi4Ai,.7i. (Name of acknowledge' typcd punted or stamped) (Title of rank) (Sepal number, ,f any) 3 OLGA GUILARTE MY COMMISSION # CC 576154 EXPIRES September 1 2001 Bonded Thou Notary Public Undenmters 90 d ON Xdd Wd 9£ 90 (1313 0002-0Z-d3S ASSIGNEE VILLAGE OF KEY BISCAYNE Witness Signature a Florida municipal corporation €CrAs i\-re li COLtei• Prmted Name By Witness Signature Michael It -Flaherty Actmg Village Manager Printed Name STATE OF FLORIDA )SS COUNTY OF MIAMI DADE The foregomg mstrument was acknowledged before me this day of September 2000 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed prmted or stamped) (Title or rank) (Serial number if any) 3 Si All or FLORIDA COUNTY OF MIAMI DADE )SS ) The foregoing instrument wab acknowledged before me this e2/ day of September 2000 by Charles Fied Rebut) as Successor Tnistee of the Charles G Kebozo Revocable Trust under Revocable TLubt Agreement dated January 20 1980 as modified and amended, who n versonally known to rife or who bas produced as identification 5 TATE OF FLORIDA )SS COUNTY OF MIAMI DADE (Signature of erson taking aclauowledgmem) ('0664 6ei/ cy,G/t (Name of acknowledger typed pnnted or stamped) (1 ale or rank) (Serial number if any) OLGA GUILARTE NY COMMISSION R CC 676154 EXPIRES September 1 2001 Thin Notary Publt Underwdb:rs The faicgotag instrument was acknowledged before me this S( day of September 2000 by Mary R. Rouieise as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended, who is personally known to me or who has produced zs identification (Signatu persontalangacknowledgment) 0[69 e', c. fern (Name of acknowledger typed, panted of stamped) (Title m rank) (Sepal number it any) 4 OLGA GUILARTE MY COMMISSION N CC 676154 EXPIRES Septembet1 2001 BondedThru Notary Pubic UndeawfMrs 90 d ON XUd Wd LE 90 G3t1 0003-0a-d3S STATE OF FLORIDA )SS COUNTY OF MIAMI DADE The foregomg instrument was acknowledged before me this day of September 2000 by Michael J Flaherty as Actmg Village Manager of the Village of Key Biscayne a Florida mumcipal corporation in the capacity aforestated such person is personally known to me or has produced a driver s license as identification (Signature ofpeison taking acknowledgment) (Name of acknowledger typed prmted or stamped) (Title or rank) (Serial number if any) F \103032\Final Closing Documents \Assignment of Clain 5 EXHIBIT A LEGAL DESCRIPTION PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE accordmg to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Flonda, being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of' MATHESON ESTATE KEY BISCAYNE with the East line of Fernwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Florida thence Northerly along the East line of said Fernwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South line of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and bemg m Section 5 Township 55 South, Range 42 East Miami Dade County Florida Folio No 24 4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida, being more particularly descnbed as follows Begin at the intersection of the South hne of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West line of Crandon Boulevard, as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Florida, thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South lme of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of Beginning, lying and being in Section 5 Townslup 54 South Range 42 East, Miami Dar1P County Flonda Foho No 24 4232 001 0060 6 OFF 19293P2978 This instrument was prepared by and record and return to Elaine M Cohen Esq Weiss Serota Helfman Pastonza & Guedes P A 2665 S Bayshore Drive Suite 420 Miami Ronda 33133 NAME DISPLAY COVENANT Ca R4Q 1353 10 SEP 22 This Name Display Covenant dated as of the 21 ` day of September 2000 is made by the Village of Key Biscayne a Florida municipal corporation (the Village ) RECITALS WHEREAS the Village is the owner of the real property described in the attached Exhibit A (the Real Property ) WHEREAS on the date hereof the Village purchased the Real Property from Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively the Seller ) and WHEREAS in connection with the purchase of the Real Property by the Village from Seller Purchaser agreed to place this Name Display Covenant on the Real Property and restrict the Real Property as hereinafter set forth follows NOW THEREFORE for valuable consideration the Village covenants and agrees as i The Village agrees that the name of C G Bebe Rebozo shall be displayed on a sign or monument meeting the requirements hereinafter set forth in this Name Display Covenant engraved or displayed by other means (the Name Display ) on one of the primary municipal buildings intended to be constructed by the Village at the Real Property (1 e by means of example only and not by means of limitation a fire station community center pohce station or Village Hall) or if a primary municipal buildmg is not constructed at the Real Property then at the courtyard or plaza intended to be located at the Real Property The Name Display shall not be placed on such primary municipal building courtyard or plaza until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure acts of god fire or other casualty repairs restoration renovation alteration or causes beyond the control of the Village 19293T[2979 2 Notwithstanding anything to the contrary contained in this Name Display Covenant if after construction and completion of the primary municipal building courtyard or plaza where the Name Display is located such primary municipal building courtyard or plaza is wholly or partially destroyed and the Village does not elect to rebuild restore or repair such primary mumcipal building courtyard or plaza then the Village shall not be obligated to replace the Name Display thereon 3 The minimum size of the Name Display shall be twenty four (24) square feet (the Required Minimum Size ) 4 If the Name Display is placed on a primary municipal building constructed at the Real Property then the Name Display shall be visible from the front entrance of such primary municipal building (the Building Visibility Requirement ) 5 If a primary municipal building is not constructed by the Village at the Real Property and the Name Display is placed at the courtyard or plaza intended to be located at the Real Property then the Name Display shall be placed in a prominent location at such courtyard or plaza (the Courtyard/Plaza Visibility Requirement ) 6 Provided that the Name Display is the Required Mnmum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement as applicable is met the size location lettering and design of the Name Display shall be determined and selected by the Village in its sole discretion 7 This Name Display Covenant shall encumber the Real Property only for so long as the Village owns the Real Property This terms covenants restrictions and provisions of this Name Display Covenant shall automatically terminate and become null and void on the date that the Property is no longer owned by the Village 8 This Name Display Covenant is given for the benefit of Seller and may be enforced by Seller or the successor trustees of the Cranes G Rebezo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (the Successor Trustees ) This Name Display Covenant may only be modified rescinded or amended in whole or m part by an instrument executed by (i) the Village and (n) Seller or the Successors Trustees REF 19293f 02930 IN WITNESS WHEREOF the Village has caused this instrument to be executed as of the day and year first above wntten Witnesses Prmt Name E Co rye WCcke aka Print 17am 3anne-i-4e. Value STATE OF FLORIDA )SS COUNTY OF MIAMI DADE VILLAGE OF KEY BISCAYNE a Florida mumcipal corporation By Michael J Flaherty Acting Village Manager The foregomg Name Display Covenant was acknowledged before me this 041 day of September 2000 by Michael J Flaherty as Acting Village Manager of the Village of Key Biscayne a Florida municipal corporation in the capacity aforestated such person is personally known to me or has produced a driver s license as identification JANNETTE ORIHUELA MY COMMISSION # CC 803958 EXPIRES January 21 2003 Banded Th Natery Rift Undo,walans My Commission Expires F \103032\Final Closmg Documents\Name Display Covenant doc ry Public State of Florida p REE I9?93 J208I EXHIBIT "A" LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2 068 ACRES PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Pubhc Records of Dade County Flonda bemg more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line of Fanwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the East Line of said Femwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the nght havmg a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a point of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South tine of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South Ime of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and being in Section 5 Township 55 South Range 42 East Miami Dade County Honda Folio No 24-4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the right baving a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left havmg a radius of 25 00 feet and a central angle of 98 degrees 54 mmutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South Ime of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Pont of Beginning lymg and being in Section 5 Township 54 South Range 42 East Miami Dade County Florida Folio No 24 4232-001 0060 RE".ARCED W OFF CIAL RECORDS BCCK OF Dux COur1Y FLO7ldl RECORD VERIFIED HARVEY RUVIN CLERK CIRCUIT COURT f � AFFIDAVIT OF SURVEYOR STATE OF FLORIDA SS COUNTY OF MIAMI DADE ) EDWIN J FERNANDEZ first being duly sworn on oath deposes and says 1) The AFFIANT is a hcensed Land Surveyor of the State of Flonda under registration number 5676 and is employed by Ford Armenteros & Manucy Inc located at 1950 NW 94th Avenue 2nd Floor Miami, Florida 33172 2) AFFIANT has reviewed the Legal Description of Parcel 1 set forth m the Topographic Survey prepared by Ford Armenteros & Manucy Inc dated August 24th 1999 under Project No 99 259 entitled MC INTIRE STREET PROPERTY attached hereto and made a part hereof as Exhibit "A" 3) AFFIANT has reviewed the Legal Descnption of Parcel 2 set forth m the Topographic Survey prepared by Ford Armenteros & Manucy Inc dated August 24th 1999 under Project No 99 259 entitled MC INTIRE STREET PROPERTY' attached hereto and made a part hereof as Exhibit "B 4) AFFIANT hereby certifies that the legal descnption set forth m Exhibit "A" is contiguous to the lands identified in the legal description shown m Exhibit ` B and therefore there are no gaps overlaps hiatuses or gores between the parcels FURTHER AFFIANT SAYETH NOT win J - , or the Firm Professional Surveyor and Mapper LS No 5676 State of Flonda The foregoing instrument was acknowledged before me this i7 day of September 1999 by EDWIN J FERNANDEZ Survey Depairruent Director of the Miami Dade County Division of Ford, Armenteros and Manucy Inc a Flonda corporation He is personally known to me JULIA A. TUBBS MY COMMISSION N CC 695817 EXPIRES November 12, 2001 Y FIO Nolwv Semk01, ndIr CO Q\ rt e.0 \Ergnam &s, em \ Survey \Affi \ ss mein=me NO PUBLIC ST 19 ir, OF FLORID 9 NAME My Commission Expires 02- 01 LEGAL DESCRIPTION Exlubit "A" PARCEL 1 A portion of Tract 4 "MATHESON ESTATE KEY BISCAYNE" according to the plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Honda, bemg more particularly descnbed as follows Begin at the mtersection of the South. Line of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE", with the East Line of Fernwood Road, as the same is known on the plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda, thence Northerly along the East Lme of said Fanwood Road bemg also a circular curve to the right having a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a Point of Compound Curvature, thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a =anal angle of 83 degrees 00 minutes 04 seconds for at arc distance of 36 22 feet to a Pont of Tangency, the same being a point on the South Lure of West McIntyre Street, as the same is shown on said plat of "TROPICAL ISLE HOMES SUBDIVISION thence due East along the South Line of said West McIntyre Street for a distance of 168 46 feet to a poln0 thence South for a distance of 225 00 feet, to a point on the South Line of said Tract 4 of said "MATHESON ESTATE KEY BISCAYNE", thence West along the South Lute of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE" for 205 69 feet to the Point of Beginning Lymg and being in Section 5, Township 55 South, Range 42 East, Dade County, Honda. Exhibit "B" LFGAL DhsCRIPTION PARCEL 2 A portion of Tract 4 *MATHESON ESTATE KEY BISCAYNE", accordmg to the plat thereof, as recorded m Plat Book 34 at Page 34, of the Public Records of Dade County, Ronda, being more particularly described as follows Begin at the intersection of the South Luie of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE" with the West Lute of Crandon Boulevard, as same is shown on the Plat of "TROPICAL ISLE HOMES SUBDIVISION" as recorded m Plat Book 50 at Page 64 of the Public Records of Miami -Dade County, Florida thence Northerly along the West Lute of the aforesaid Crandon Boulevard and along a circular curve to the right having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 19632 feet to a Point of Reverse Curvature, thence Northwesterly and Westerly along a. circular curve to the left having a radws of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for all an distance of 4316 feet to a Point of Tangency; thence due West along the South Line of West McIntyre Street as the same is shown on the aforesaid plat of "TROPICAL ISLE HOMES SUBDIVISION" for a distance of 184 93 feet; thence South for 22500 feet to a point on the South Lme of said Tract 4 of "IvIAATHESON ESTATE KEY BISCAYNE", thence due Fast along the South Lute of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE" for a distance of 194 35 feet to the Pont of Beginning, lying and being in Section. 5 Townsinp 54 South, Range 42 East, Miami Dale County, Ronda Jp aetrers c BFI WASTE SYSTEMS INDUSTRIAL W 1STE SERVICE44 3840 N W 37TH COURT MIAMI FL 33142 Re Lease dated February 1, 1995 between Key Land Curnpreay Inc and Industrial Waste Service, Inc with rcpect to Wept Side of Parking Lot on Mcintyic Street between Ciandtnt and Fernwood Road, Key Risc1ync, Florida Dear Sir or Madam This 'ester is to advise you that leased premises have been sold to tue Village of Key Biscayne. a rlorica municipal corporatlo1 Commencing immediately ei1 rents rind other monies due under yobr present Lace should be paid to the 1'ttlrge of Key Biscayne 85'West McIntyre Street Key Biscayne Florida 33149 Attention Finance Departmen 1f yota 'te\e any questions regarding this matter pleas feel free to contact thA Village Manage Mr C San ucl l.'ssinger at (305) 165 5514 11-icalk you in idiance for your rnttcipated cooperation in this natter Sincerely CHARLES L RFROZO REVOCABLE TRUST UNDER REVOCABLE TRUST PGRELMFiw F dated January 20 1989 as modified and amei tied in30321elonng dxvmecuslt nt 1u 1714 a -ma_ re or True ce 30 d ON Add 4d nE 90 0EM 0032 DE -TIES Two Vacant. Land Sites, Totalling 2 068 Acres LOCATED AT 560 CRANDON BOULEVARD KEY BLSCAYNE, FLORIDA PREPARED FOR VILLAGE OF KEY BISCAYNE 85 WEsr MCINTYRE STREET KEY BISCAYNE, FLORIDA AS OF OCTOBER 8, 1997 PREPARED BY QUINLIVAN APPRAISAL, P A 5730 S W 74m STREET - SUITE 300 Soma Mum, FLORIDA 33143 2 QUINLIVAN APPRAISAL A PROFESSIONAL ASSOCIATION REAL ESTATE kPPRA/SERS & CONSLLTANTS 5730 S W 74TH STREET SLI It 300 SOUTH MIA II FLORIDA 33143 J MARX GLIILIVAN Mot ST T C AR 2G AA AP RA En RZ 0000112 October 31 1997 TELEPHONE (305) 663 6611 FAX (305) 665-4921 C Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne Flonda 33149 Dear Mr Kissinger GREGORY R G01TLER MU SA -C t' n Cr; RAI. A Rats A RZ 0000438 THOMAS F '4AGENHEIMER MAI S re -C A En Gera°. AP RAfsER RZ 0000558 In accordance with your request and authorization we have prepared this Appraisal Report covenng the following described properties Parcel A Parcel B A 1 034 acre land site located at the southwest corner of Crandon Boulevard and West McIntyre Street Key Biscayne Flonda A 1 034 acre land site located at the southeast corner of Fernwood Road and West McIntyre Street Key Biscayne Flonda The purpose of this Appraisal is to estimate the Market Value of the descnbed properties as of October 8 1997 being one of the dates of personal inspection The narrative Appraisal Report that follows sets forth the identification of the properties the assumptions and limiting conditions pertinent facts about the area and the subject properties comparable data the results of the investigations and analyses and the reasoning leading to the conclusions set forth C Samuel Kissinger, Village Manager Village of Key Biscayne October 31, 1997 Page 2 Based on the inspection of the properties and the investigation and analyses undertaken we have formed the opinion that as of October 8 1997 the subject properties had a Market Value of TOTAL SITE $3,020,000 PARCh[.. "A" (ALLOcAnw) $1,670,000 PARCEL "B" (ALLOCATED) $1,350,000 Respectfully submitted Mark Qumhvan, MAI State Certified General Appraiser Certification Number RZ0000112 Thomas F Magenheimer, MAI State Certified General Appraiser Certification Number RZ000b53 JMQ/nlm (97 125B) TABLE OF CONTENTS PAGE i TRANSMITTAL LETTER CERTIFICATION OF VALUE 1 SUMMARY OF SALIENT FACTh AND CONCLUSIONS 3 INTRODUCTION Identification of the Property 4 Location 4 Purpose and Date of Appraisal 4 Function of Appraisal 4 Legal Descnption 4 Property Rights Appraised 5 Definition of Market Value 6 Assessment and Taxes 7 Owner of Record and Address 7 History of Title 8 Estimated Exposure Time 8 Estimated Marketing Period 9 LOCATION ANALYSIS County Data 10 Neighborhood Data 21 SITE DATA Dimensions and Shape 23 Area 23 Topography and Drainage 23 Flood Zone 23 Soil and Subsoil 24 Utilities 24 Street Improvements 24 ZONING 25 HIGRFST AND BEST USE 27 SCOPE OF I'HE APPRAISAL 31 LAND VALUE 32 ADDENDUM Assumptions and Limiting Conditions 43 Qualifications 45 QUINLIVAN APPRAISAL CERTIFICATION OF VALUE The undersigned hereby certifies that to the best of our knowledge and belief (A) The statements of fact contained in the report are true and correct (B) The reported analyses opinions and conclusions are limited only by the assumptions and limiting conditions set forth and are our personal unbiased professional analyses opinions and conclusions (c) We have no present or prospective interest in the property that is the subject of this report and we have no personal interest or bias with respect to the parties involved (D) The appraisers compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client the amount of the value estimate the attainment of a stipulated result or the occurrence of a subsequent event Furthermore the appraisal assignment was not based on a requested minimum valuation a specific valuation or the approval of a loan (B) The appraisers analyses opinions and conclusions were developed and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice and the requirements of the State of Flonda for state certified appraisers (F) Use of this report is subject to the requirements of the State of Flonda relating to review by the Real Estate Appraisal Subcommittee of the Honda Real Estate Commission (6) J Mark Quinhvan and Thomas F Magenhezmer have made a personal inspection of the property that is the subject of this report (x) No one provided significant professional assistance to the person signing this report QUINLIVAN APPRAISAL As of the date of this report J Mark Quinhvan and Thomas F Magenheimer have completed the requirements under the continuing education program for The Appraisal Institute Based on the inspection of the property and the investigation and analyses undertaken subject to the assumptions and limiting conditions set forth m the Addendum of this report we have formed the opinion as of October 8 1997 the subject properties had a Market Value of TOTAL SITE $3,020,000 PARCEL "A" (ALLOCATED) $1,670,000 PARCEL "B" (ALLOCATED) $1,350,000 7 QUIN12VAN, MAI ATE CERTIFIED GENERAL APPRAISER ERTIFICATION NUMBER RZ0000112 STATE CERTIFIED GENERAL APPRAISER CERTIFICATION NUMBER RZ0000553 QUINLIVAN APPRAISAL SUMMARY OF SALIENT FACTS AND CONCLUSIONS Purpose of Appraisal Property Rights Appraised Location Land Size Improvements Age Zoning Highest and Best Use Estimated Land Value Total Site Parcel A (allocated) Parcel B (allocated) Final Estimate of Value Total Site Parcel A (allocated) Parcel B" (allocated) Date of Value Estimate Market Value Fee Simple Parcel A The southwest corner of Crandon Boulevard and West Mclntye Street Key Biscayne Florida Parcel B The southeast corner of West Mclntye Street and Fernwood Road Key Biscayne Florida Parcel A 45 040 Square Feet Parcel B 45,039 Square Feet Total Site 90 079 Square Feet Parcel A Store building Parcel B Parking lot 1965 BU 1 Neighborhood Business Distnct Commercial usage $3 020 000 $1 670 000 $1 350 000 $3 020 000 $1 670 000 $1 350 000 October 8 1997 QUINLIVAN APPRAISAL INTRODUCTION QUINLIVAN APPRAISAL INTRODUCTION IDENTIFICATION OF I'HE PROPERTY Parcel A A 1 034 acre land site Parcel B A 1 034 acre land site LOCATION Parcel A The southwest corner of Crandon Boulevard and West McIntyre Street Key Biscayne Flonda Parcel B The southeast corner of Femwood Road and West McIntyre Street Key Biscayne Flonda PURPOSE AND DATE OF APPRAISAL The purpose of this Appraisal is to estimate the Market Value of the properties as of October 8 1997 being one of the dates of personal inspection FUNCTION OF APPRAISAL The function of this appraisal is to aid in determining an acquisition pnce LEGAL DESCRIPTION Parcel A A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 Page 34 of the Public Records of Dade County Flonda being more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the West line of Crandon Boulevard as the same shown on the plat of TROPICAL ISLE Hor s SUBDIVISION, as recorded in Plat Book 50 Page 64 of the Pubhc Records of Dade County Florida thence Northerly along the West line of said Crandon Boulevard being and along a circular curve to the nght having a radius of 1 266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a Point of Reverse Curvature thence QUINLIVAN APPRAISAL Northwesterly and Westerly along a circular curve to the left having a radius of 25 0 feet and a central angle 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a Point of Tangency thence due west along the South line of said West Mclntye Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION, for a distance of 184 93 feet thence South for 225 0 feet to a point on the on the South line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE, thence due East along the South line of said Tract 4 of MATHEsoN ESTATES KEY BISCAYNE for 194 35 feet to the Point of Beginning lying and being in Section D Township 55 South Range 42 East Dade County Flonda Parcel B i A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the Plat thereof as recorded in Plat Book 34 Page 34 of the Public Records of Dade County Flonda being more particularly descnbed as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the East line of Fernwood Road as the same shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 Page 64 of the Public Records of Dade County Flonda thence Northerly along the East line of said Femwood Road being also a circular curve to the nght having a radius of 1 666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a Point of Compound Curvature thence Northeasterly and Easterly along a circular curve to the nght having a radius of 25 0 feet and a central angle 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a Point of Tangency the same being a point on the South line of said West McIntye Street as the same is shown on said plat of TROPICAL ISLE HOMES SuBDrvlsloN thence due Fast along the South line of said West McIntye Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE, thence West along the South line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for 205 69 feet to the Point of Beginning lying and being in Section 5 Township 55 South Range 42 East Dade County Florida PROPERTY RIGHTS APPRAISED The property is appraised zn fee simple a fee without hmitauons to any particular class of heirs or restnctions but subject to the limitations of eminent domain escheat police power and taxation as well as utility easements of record QUINLIVAN APPRAISAL DEFINITION OF MARKET VALUE Market Value means the most probable price which a property should bnng in a competitive and open market under all conditions requisite to a fair sale the buyer and seller each acting prudently and knowledgeably and assuming the pnce is not affected by undue stimulus Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby (1) buyer and seller are typically motivated (2) both parties are well informed or well advised and acting in what they consider their own best interest (3) a reasonable time is allowed for exposure to the open market (4) payment is made in terms of cash in U S dollars or in terms of financial arrangements comparable thereto and (5) the pnce represents a normal cons deration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale QUINLIVAN APPRAISAL ASSESSMENT AND TAXES - 1997 The subject property is assessed under the junsdiction of the Village of Key Biscayne The assessment for the property is established each year as of January 1st by the Dade County Property Appraiser s Office at 100% of Just Value Just Value has been equated to Market Value less closing costs While the State of Flonda requires real estate to be assessed at 100% of Just Value in reality the ratio of the assessed value to sales pnce is generally below 100% Parcel A Folio Number 24 4232 001 0060 Assessed Value Land $1 087 050 Improvements $ 37,762 Total. $1 124 812 Millage Rate $22 264 per $1 000 Tax Amount $18 336 75 OWNER OF RECORD AND ADDRESS C G Rebozo Trustee 524 Femwood Road Key Biscayne Flonda 33149 Parcel B Folio Number 24 4232 001 0061 Assessed Value Land $ 946 726 Improvements $ 33,887 Total Mdlage Rate $22 264 per $1 000 Tax Amount $16 165 92 $ 980 613 QUINLIVAN APPRAISAL OWNER OF RECORD AND ADDRESS C G Rebozo Trustee 524 Fernwood Road Key Biscayne Flonda 33149 FIVE-YEAR HISTORY OF ITILE A review of the Public Records of Dade County indicates no sale transfers of the subject properties over the past five years The title to the properties transferred by warranty deed on December 3 1996 from C G Rebozo Trustee and Jane L Rebozo to C G Rebozo Trustee The document stamps recorded on the deed indicated no consideration exchanged in this transaction ESTIMATE1) EXPOSURE TIME Exposure time is defined as the estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal a retrospective estimate based upon an analysis of past events assuming a competitive and open market The overall concept of reasonable exposure encompasses not only adequate sufficient and reasonable time but also adequate sufficient and reasonable effort In estimating a reasonable exposure time for the subject property the appraisers have taken the following steps • Discussion with buyers sellers and brokers of vacant sites in the area related to histonc marketing penods Based on the above sources exposure time is estimated to have been 12 months for the subject property as vacant and one to two years as improved QUINLIVAN APPRAISAL / ESTIMATED MARKETING PERIOD The estimated value of the subject is predicated upon a normal marketing period A normal marketing period is generally defined as the most probable amount of time necessary to expose and actively market a property on the open market to achieve a sale Implicit in this definition are the following assumptions (A) The property will be actively exposed and aggressively marketed to potential purchasers through marketing channels commonly used by sellers and buyers of similar type properties (B) The property will be offered at a pnce reflecting the most probable markup over market value used by sellers of similar type properties (C) A sale will be consummated under the terms and conditions of the definition of Market Value required by the regulation In order to estimate the marketability of this property the sales activity in this market area is reviewed over the past three years multiple listings are reviewed and real estate brokers who operate in this area are interviewed Rased on the above sources the subject property could be sold within a 12 month time penod QUINLIVAN APPRAISAL LOCATION ANALYSIS I I QUINLIVAN APPRAISAL COUNTY DATA Dade County - Location and Size Dade County which compnses the metropolitan area of Miami is situated on the southeast tip of the state of Flonda It is bordered on the east by the Atlantic Ocean on the west by Monroe and Collier Counties on the north by Broward County and on the south by Monroe County (the Florida Keys) Dade County the largest county in area and population in the state of Honda covers an area of 2 054 square miles with an altitude ranging from sea level to 25 feet Water covers 354 square miles of the County Although the County is relatively large approximately half of the total area is compnsed of the Everglades which is a natural area that will not be developed Therefore only the eastern section of Dade County encompasses the area which is currently developed or available for future development Dade County s location its southern latitude and proximity to the Gulf Stream provide for mild winters and pleasant summers Population The state of Flonda has increased rapidly in population from 6 791 400 in 1970 to 9 740 000 in 1980 and 12 937 926 in 1990 The 1995 population of Flonda was estimated at 14 108 500 Dade County s population increased from 1 626 000 in 1980 to 1 937 094 in 1990 reflecting an average annual compounded growth rate of 1 77% compared with 2 88% for the state of Florida By 1996 Dade County s population increased to approximately 2 087 000 Dade County s population growth dunng the last four decades has been dramatic especially in relation to national trends From 1950 to 1990 the United State s population increased by 60% while the population of Dade County has almost quadrupled from 495 084 to 1 937 000 Dunng this penod the state of Flonda was elevated from the 20th most populous state to the 4th in 1990 The population growth rate in Dade County has shown greater fluctuations than the national rates The Dade County rate of population change was 84 9% dunng the penod 1940 to 1950 88 9% from 1950 to 1960 35 6% from 1960 to 1970 and 28 2% from 1970 to 1980 In the penod from 1980 to 1990 the rate of population change was 16% The average annual change from 1990 to 1995 was approximately 1 5% QUINLIVAN APPRAISAL Lv...at 111/1V itttik FROWARD COUNTY Z ➢APE COUNTY Gum NST OR Dim ST N0MEfTEAD AAST - Biscayne Bay ➢NAi DA➢E General Highway Map of DADE COUNTY FLORIDA D sio DOLPH MAP Ca NTc. During the 1960 s the major increase in Dade County s population was due to the large immigration of Cubans Today Cuban and other Spanish speaking people comprise almost over 55 % of Dade County s population The increase in Hispanic population has had favorable effects on the local economy and has helped to create a multi national cultural environment in the area The recent influx of political and economic refugees from Cuba, Haiti and Nicaragua has put an abnormal strain on public services and has affected the population data in a dramatic manner However a recent increase in population growth of people from Latin Amencan as well as from Europe and Canada coupled with the increases in population from those people leaving the northern sections of the United States indicate a positive prospect for the Dade County area in the future The overall population of Dade County is well dispersed throughout the entire area yet has several key areas of concentration Dunng the 1960 s several sub areas accounted for approximately 70% of the growth These areas include Hialeah northern Dade County the Beach area the Miami River area the area southwest of Miami International Airport as well as the Kendall and Cutler Ridge areas In the first half of the 1970 s population growth continued in an uneven fashion especially in the urban fnnges Since 1970 approximately three fourths of the total population growth for the County has occurred in the unincorporated areas The older centrally located cities such as Miami Miami Beach and Coral Gables have grown at modest rates from 1970 to 1990 Unincorporated Dade County has evidenced the most rapid growth which continues to occur in areas in northeast Dade County as well as the currently expanding southwest area especially in sections of Flagler Street S W 8th Street and North Kendall Dnve Population trends indicate tha most of the population growth in Dade County during the second half of the 1990s will occur in outlying areas such as North Miami Beach the Golden Glades area the Kendall area west of the Honda Turnpike the S W 8th Street and Palmetto Expressway areas the Hialeah Miami Lakes area as well as those areas both east and west of U S Highway 1 between Sunset and Coral Reef Dnves and Cutler Ridge and the Goulds area QUINLIVAN APPRAISAL Employment Trends The dominant charactenstic of Dade County is that it is pnmanly trade and service based Personal business and repair services have had a substantial increase in importance in the economic base over the last decade The major sectors of the economy include services wholesale and retail trade transportation communications public utilities government and manufactunng The most dominant industnes which form the County s economic base are construction and tounsm Tourism is Dade County s biggest industry with an estimated 9 575 million visitors in 1996 contributing to more than 50 percent of the area s economy Aviation and related industnes are responsible for another large segment of the economy The garment industry ranks third in the nation after New York and Los Angeles Table 1 shows the distnbution of the non agncultural work force in Dade County TABLE 1 ANNUAL AVERAGE NON-AGRICULTURAL EMPLOYMENT 1992, 1993 1994 AND 1995 I I CLASSIFICATION (IN THOUSANDS) 1992 1993 1994 I 1995 TOTAL ALL INDUSTRIES 857 4 894 5 909 8 931 7 MANUFACTURING 83 5 81 9 79 9 76 9 CONTRACT CONSTRUCTION 31 5 38 3 35 8 36 6 TRANSPORTATION COMMUNICATION AND UTILITIES 66 6 72 1 74 8 77 5 TRADE 227 2 234 9 238 8 241 9 FINANCING INSURANCE AND REAL ESTATE 63 3 63 7 66 5 66 4 SERVICE MISCELLANEOUS AND MINING 258 3 275 3 281 6 299 3 GOVERNMENT 126 8 128 5 132 7 133 1 Source Flonda Department of Labor & Employment Secunty Bureau of Labor Market Information The largest employer in Dade County is the Dade County School Board followed by Metro Dade County Federal Government State of Honda Amencan Airlines University of Miami Jackson MemonaI Hospital Bell South and Flonda Power and Light Assuming additional importance is the growing prominence of Dade County as a center for international trade finance and tounsm The establishment QUINLIVAN APPRAISAL 121 of Miami as the Gateway of the Americas should provide the area with a much needed degree of economic diversification This should enable Dade County to weather slowdowns in the national economy by an increase of trade through the Port of Miami growth of international amvals at the airport opening of the Free Trade Zone and the substantial foreign investment in the local economy particularly in real estate Unemployment showed a major drop from the 10% average in 1992 to 7 7% in 1993 increasing to 8 0% in 1994 but decreasing to 7 7% by September 1996 The volatility of the unemployment rate is tied to a large degree to the construction industry While construction has never been among the county s employment leaders lay offs have had substantial effects on employment in other construction related industries particularly within the manufacturing category which was the second hardest hit The increases in the unemployment rate from 1991 to 1992 were due to the loss of Eastern and Pan Am Airlines as well as major banks such as Southeast and Amenfirst Income Over the past few years the average per capita personal income in Dade County has been slightly lower than the per capita income for Florida as well as the nation TABLE 2 PER CAPITA PERSONAL INCOME SELECTED YEARS (CURRENT $) Year 1991 1992 1993 1994 UNITED STATES 518 687 S_0 147 520 812 21 696 FLORIDA 518 785 519 669 S20 785 21 655 MIAMI MSA 517 629 516 751 $19 247 20 014 Source U S Dept of Commerce Bureau of Economic Analysis and Dade County Planning Department QUINLIVAN APPRAISAL Table 3 reveals a steady increase in the number of tounsts visiting Dade County since 1984 The decline of international visitors to Dade County in the mid 1980s is attnbutable to negative exchange rates for Latin American currencies However the number of international visitors increased approximately 200% from 1985 to 1994 Due to the soft domestic economy the number of domestic visitors had declined from 1989 to 1993 however since 1994 there has been an average annual increase of 10 4% TABLE 3 1 ESTIMATES OF DADE COUNTY TOURIST TRENDS INTERNATIONAL DOMESTIC TOTAL 1984 1 703 354 3 556 067 5 259 421 1990 3 455 000 4 617 500 8 072 500 1991 4 024 558 4 377 442 7 717 500 1992 4 673 600 3 823 800 8 497 400 1993 5 400 000 3 400 000 8 800 000 1994 5 028 700 3 728 600 8 757 300 1995 5 061 600 4 317 600 9 379 200 1996 5 113 200 4 462 000 9 575 200 Source Greater Miami Convention and Visitors Bureau Tourism Facts and Fivures Preliminary figures for 1996 indicate a record 9 575 million overnight visitors came to Dade County a 9 3% increase from 1994 Table 4 shows that the bulk of international visitors to Dade County onginate from Central and South Amencan Countries (46 2% in 1996) followed by European Countries (25 0% in 1996) and Caribbean Countries (14 6% in 1996) England and Germany accounted for the largest proportion of European visitors ri 1 QUINLIVAN APPRAISAL Id' In 1995 there were a total of 2 974 703 passengers passing through the Port of Miami and 33 235 658 through Miami International Airport Dunng 1994 the number of Port of Miami passengers increased 3% from 1994 and Miami International Airport increased 10 0% from 1994 TABLE 4 ESTIMATES OF INTERNATIONAL VISITORS BY REGION REGION 1994 1995 1996 EUROPEAN COUNTRIES 18 77 22 57 25 07 CARIBBEAN COUNTRIES 17 9/ 16 77 I4 69 CENTRAL AMERICAN COUNTRIES 14 37 9 27 7 77 SOUTH AMERICAN COUNTRIES 38 57 38 57 38 57 CANADA 819 997 1169 OTHER COUNTRIES _ 5f 3 27 2 57 TOTAL 100% 1007 1007 Source Greater Miami Convention and Visitors Bureau Tounsm Facts and Fi,ures There are an estimated 47 465 motel and hotel rooms in Greater Miami and the Beaches The hotel motel occupancy rate for 1996 of 71 2% was above the rates for 1994 and 1995 of 66 5% and 70 0% respectively 1992 enjoyed an average occupancy rate of 75 3% mainly due to Humcane Andrew Dade Financial Resources Dade County s financial resources are strong with Miami claiming more Edge Act Banks than any other city in the United States except New York Foreign banks are permitted to conduct business in Florida and currently approximately 60 international banks have offices in Miami QUINLIVAN APPRAISAL Banking and Finance Operations in Dade County include approximately 525 bank and savings and loan association facilities with approximately 25 000 employees While the savings and loan associations and banks have suffered financial losses due to the softening real estate market there have been intrastate and interstate mergers of distressed financial institutions which benefit the industry over the long term Transportation Dade County has an extensive expressway system with access to all points in the County However due to the rapidly increasing population some of the expressways especially I 95 are becoming overburdened In 1984 Dade County completed a 20 5 mile elevated rapid transit system This system extends southward from downtown Miami to Dadeland paralleling U S Highway 1 and northwesterly from downtown Miami to Hialeah In conjunction with this system there is a downtown people mover system which encircles the central business distnct of Miami and extends south to the Bnckell area and north to the Omni area Dade County is served by the CSX and Florida East Coast Railroads for freight and Amtrak Rail Greyhound and Trailways Interstate bus lines for passenger service Miami International Airport one of the nation s largest and busiest had approximately 33 million arrivals and departures in 1996 Moody s Investor Service a major bond rating company recently ranked the airport Aa (the second highest rating an airport can enjoy) Only Los Angeles International Airport shares this ranking no U S airport has ever attained the highest ranking of Aal According to Moody s a key factor in the ranking is the airport s market value as an international gateway with its own strong organization and -destination base The airport is currently undergoing a $2 5 billion expansion Miami has become a port of embarkation for airlines and ships bound for Central and South American Countnes The Port of Miami besides being the largest passenger port in the nation is also important as a cargo center with a 1996 annual tonnage of approximately 1 668 308 Miami s comprehensive transportation system and its strategic location have enabled it to become an important international transportation center providing commercial access to Latin Amenca and the Caribbean QUINLIVAN APPRAISAL Government I Dade County is compnsed of unincorporated areas as well as twenty seven municipalities the largest of which is the city of Miami i i Dade County is governed under a modified two tier metropolitan government The purpose of this type government was to establish one governing body for the county and to establish one supply of services such as fire police etc for the county The upper tier is the County which provides broad regional or county functions such as metropolitan planning welfare health and transit services The twenty nine municipalities represent the lower tier of government providing a varying array of services within their junsdicnonal boundaries The County also maintains lower tier functions such as the provision of municipal type services including police and fire to the unincorporated areas and certain municipalities on a negotiated basis 1 I h The County operates under the Commission Manager form of government i1 Legislative and policy making authonty is vested in the elected thirteen member I Board of County Commissioners the Commission appointed County Manager is I the chief administrator Dade County has operated under the metropolitan form of ii government since 1957 when the Home Rule Charter was passed by the local electorate Prior to Home Rule the County had to rely on the State Legislature for the enactment of its laws i, County government had not been able to respond to the tremendous demand for municipal services in this rapidly urbanizing area which is larger than the State of Rhode Island or Delaware The need to combine services duplicated by the County and numerous cities was also clearly evident The Charter permitted the limited County government to reorganize into a general purpose municipal type government capable of performing the full range of public functions into an area wide operation Real Estate As of December 1996 the Dade County Office Market contained approximately r 42 5 million square feet of office space Approximately 26% of this space is I located in the Miami central business distnct and adjacent Bnckell Avenue 1 QUINLIVAN APPRAISAL i ro 11 1 I IT' There was a decrease in the occupancy rate of office buildings in Dade County from 92% in 1981 to 77 6% in 1991 Since 1992 there was an increase in occupancy to 81 4% and to 86 2% in 1996 There is an estimated two to three years supply of office space Due to the oversupply of space dunng the early 1990s many rental concessions had been given to tenants Since there has been little new construction the office market has shown improvement Office rental rates in new buildings typically range from $14 00 to $28 00 per square foot The low end of the range is for office space in the suburban markets The upper end of the range is for first class office space in Downtown Miami Bnckell Avenue Coconut Grove and Coral Gables The Greater Miami Industrial Market as of the Third Quarter of 1996 consisted of approximately 148 000 000 square feet of industrial space The approximate percentage location of this space is as follows MARKET AREA OF I01AL MARKET SI ACE AIRPORT WEST 28 07 HIALEAH/MEDLEY 1219 CENTRAL DADE 12 99 MIAMI LAKES/NORTH DADE 22 49 SOUTH DADE 47 OTHER 12 69 TOTAL 1009 The major use of mdustnal space is warehousing/distribution which accounts for approximately 65 % of the occupied space Manufactunng and high technology occupy the remainder of the space accounting for approximately 25% and 15% of the industrial space respectively The Miami Industnal Market expenenced a gradual increase in the vacancy factor in the first three years of the 1980s In 1983 Miami experienced a sharp increase in the vacancy factor with the county s occupancy falling from a high of 98% in 1980 to 85% in 1983 This sharp decrease was due to an oversupply of industrial space and a ten year low absorption rate of 500 000 square feet The heightened economic crisis in Latin Amenca causing a contraction of the import/export business was also a major factor to the increase in vacancy rate Dunng 1986 and 1987 the county s occupancy rate rebounded to approximately 90% The vacancy rate for the overall Dade County industrial market for the Third Quarter of 1996 QUINLIVAN APPRAISAL was 5 85 % Industrial rental rates generally range from $3 00 to $7 00 per square foot The median sale pnce per square foot in 1989 for industrial space in Dade County was $31 but by the First Quarter of 1995 it had decreased to $28 32 per square foot In 1996 the median sale price for a warehouse reached an all time high at $35 61 per square foot It is forecasted that the Dade County industnal market will be an area of steady growth and moderate absorption The Airport West area is expected to expenence the most growth due to its central location and availability of land Vacancy rates will remain fairly constant Flex Space projects will continue to show growth and moderate absorption The Airport West North Dade and Hialeah/Medley markets will remain the most active The number of single family residential permits increased from 7 187 in 1987 to 10 325 in 1989 a 43 7% increase However the number of permits dropped from 10 325 in 1989 to 3 826 in 1996 48% less than the 7 364 permitted dunng 1995 Multi -family permits declined from a high of 12 375 units in 1989 to 2 581 units in 1992 a significant drop Permits for 2 669 multi family units were issued in 1996 down 64% from the 7 425 permitted during 1995 The average sale pnce of a new residence in Dade County in 1996 was $129 099 up 7% from $120 699 in 1990 According to data from the Department of Business and Professional Regulation Dade County has approximately 220 475 licensed rental apartment units as of Apnl 1994 Reinhold P Wolff Quarterly Housing Report shows a vacancy rate of 4 9% in February of 1997 an increase of 1% over the same penod in 1996 The vacancy rate has been declining steadily since 199I but the decline accelerated after August 1992 this is attnbutable to Hurricane Andrew Most of the hurricane s victims have since returned to their now habitable houses hence an increase in 1994/95 The vacancy rate is expected to stabilize around 5% over the next year New suburban rental apartments have average rental rates of $643 per month for a one bedroom apartment and $795 per month for a two bedroom apartment The condominium apartment market experienced an all time high inventory of 15 722 units in October of I986 The inventory has decreased to 6 944 units as of February of 1997 The high inventory caused the average sale pnce of a new condominium unit to dechne from $112 604 in 1982 to $87 990 in 1987 However the average sale price increased dramatically to $162 752 in 1991 declining to $130 545 in 1994 but again dramatically increasing to $185 780 in 1996 QUINLIVAN APPRAISAL The Dade County retail market contains approximately 49 5 million square feet in buildings over 20 000 square feet The major retail markets in Dade County include Hialeah Coral Gables/South Dade and Kendall Rental rates typically range from $10 00 to $25 00 per square foot The overall Dade County vacancy rate for 1996 was approximately 6 95% the lowest in five years The vacancy level is lowest in super regional malls and highest in unanchored stnp centers Conclusions In the future one of the principal growth areas for Dade County is expected to be the international sector Dade County because of its geographic location and excellent transportation facilities is well suited to attract both businessmen and tourists from Latin America It is already one of the pnncipal shopping markets for Central and South Amencans visiting the United States and one of the principal export points for goods and services destined for Latin Amenca A major consideration to future real estate development in Florida will be compliance with the new State s concurrency law mandated by the Growth Management Act This law requires developers to build sufficient infrastructure Concurrency requires that baste facilities and services be in place or the money to build the same be available before the construction of new development is granted approval The existence of major financial institutions retail outlets corporations and other business entities coupled with its geographic location transportation systems and planned international trade centers give Dade County an excellent opportunity for continued growth as an international center QUINLIVAN APPRAISAL 1V SIV?IddV NVAI1Nlflb keff 100 1 t4 4 i r ID (0 de\ cyr '/-4qF mtzi ro7CEAEL9 m �o mA In DR _ m O • �v � n G Ll it F RODb CIFIC BD --II a Ann() RD mm Usk 3DD x m • .631 9 0 , n W I< 44 \0 r to $ t • 0 0 �1 cq ��ll �! 9N0 _� r41217.7>la ON NEIGHBORHOOD DATA The subject property is located within the Village of Key Biscayne in Metropolitan Dade County Flonda Key Biscayne is an island located south and east of the City of Miami The east side of Key Biscayne fronts along the Atlantic Ocean The west side of Key Biscayne fronts on Biscayne Bay Access to Key Biscayne is via the Rickenbacker Causeway The Rickenbacker Causeway is a four lane divided road that crosses three fixed bndges Key Biscayne was a part of the unincorporated area of Dade County until June of 1991 when it became incorporated Key Biscayne is approximately four miles in length and approximately one mile in width The north end of Key Biscayne contains Crandon Park a Dade County public park Cape Florida State Park occupies the southern end of the key This park has been left pnmanly in its natural state with beaches along the Atlantic Ocean The center part of the island is compnsed of single family residences multi family apartments hotels and commercial facilities Large ocean fronting condomuuums located east of Crandon Boulevard mclude Commodore Club (570 units) Towers of Key Biscayne (538 units) Mar Azul (127 units) Casa del Mar (237 units) The Sands (120 units) and Key Colony (1 050 units) The area west of Crandon Boulevard is comprised of single family residences The majority of these homes were constructed in the early 1950s Sale prices of these homes range from $200 000 to $350 000 Cape Flonda a water fronting subdivision of newer single family residences located at the south end of the center section has sale pnces ranging from $500 000 to $2 000 000 The west side of Crandon Boulevard between Harbor Dnve and West Mashta Drive contains commercial properties These properties include shopping centers (Harbor Plaza Key Biscayne Shopping Center The Square at Key Biscayne and L Esplanade) service stations restaurants bank/savings and loan and office buildings. Key Biscayne experienced a high growth rate during the early and mid 1970s Dunng these years Key Biscayne grew in population at an annualized rate of 9 2% The current full time population on Key Biscayne is estimated to be 9 000 11 QUINLIVAN APPRAISAL Dunng 1980 1985 the growth rate of Key Biscayne had declined sharply Accordingly there was a decrease m demand for residential and commercial properties with a decline in values over these years However dunng the later part of the 1980s and early 1990s the values of residential properties have nsen rapidly At this time the island is almost entirely developed except for two multi -family residential sites (the former Key Biscayne Hotel site and the Sheraton Royal Biscayne Hotel site) which are currently undergoing development 22 QUINLIVAN APPRAISAL SITE DATA QUINLIVAN APPRAISAL SITE MAP QUINLIVAN APPRAISAL /oo 2 /00 / W E Nita O 9 O 3 Z fr % id roc 4-18 260 7 MATHESON FP 34-34 �A Corp a INN -DI 200 ySo tfern Se// re/ 3 % Co h 0 R boo 4 8 SITE DATA Dimensions and Shape Parcel A The site is slightly irregular in shape The site fronts for 184 93 feet on the south right of way line of West McIntye Street The east property line thence extends southerly along the west right of way line of Crandon Boulevard for 196 92 feet The south property line thence extends westerly for 194 35 feet The west property line thence extends northerly for 225 0 feet Parcel B The site is slightly irregular in shape The site fronts for 168 46 feet on the south right of way line of West McIntye Street The west property line thence extends southerly along the east right -of way line of Fernwood Road for 203 5) feet The south property line thence extends easterly for 205 69 feet The east property line thence extends northerly for 225 0 feet Area Parcel A 45 040 square feet or 1 034 acres Parcel B 45,039 square feet or 1 034 acres Total 90 079 square feet or 2 068 acres Source Warranty deed recorded in Official Records Book 17452 Page 127 of Dade County Tonozraphv and Drainage The site is level and approximately at street grade Flood Zone Map N- 125098 0281 F AE Special flood hazard area inundated by the 100 -year flood base flood elevation nine to ten feet 21 QUINLIVAN APPRAISAL 11 Sod and Subsoil_ The immediate area of the subject site appears to have no unusual soil or subsoil conditions Unusual conditions would be brought out by test borings Utilities Water Miami Dade Water and Sewer Authority Sewer Miami Dade Water and Sewer Authonty Electricity Honda Power & Light Company Telephone Southern Bell Telephone Company Street Improvements Crandon Boulevard is asphalt paved with a dedicated width of 120 feet Crandon Boulevard contains two north bound and two south bound lanes with a landscaped median Sidewalks curbs and street lighting are in place along Crandon Boulevard West Mclntye Street is asphalt paved with a dedicated width of 50 feet West McIntyre Street contains one east bound and one west bound lane Fernwood Road is asphalt paved with a dedicated width of 50 feet Fernwood Road contains one north bound and one south bound lane QUINLIVAN APPRAISAL , QUINLIVAN APPRAISAL ZONING Under Ordinance of Village of Key Biscayne Classification BU I Neighborhood Business Distnct The purpose of the distnct is to provide for retail and service convenience facilities which satisfy the essential and frequent needs of the adjacent residential neighborhood Permitted Uses include antique shops apparel stores art stores banks beauty parlors bakery shops barber shops bicycle shops ice cream shops drugstores grocery stores hardware stores jewelry stores leather shops newsstands office buildings paint stores restaurants schools shoe stores sporting goods stores tailor shops tobacco shops and variety stores Building Regulations 1 Mazzmum Floor Area Ratw Maximum Building Height Minimum Open Space Up to one acre One to five acres Five to 20 acres More than 20 acres Offstreet Parlang- Commercial Restaurants Office Building Setbacks Front Side and rear 40 at one story increased 11 for each additional story Two stories and 35 feet 18% of lot area 16% of lot area 14% of lot area 12% of lot area one space per 300 square feet one space per 50 square feet of dining area and one space per four employees one space per 400 square feet 20 feet 10% of lot width greater than five feet but not to exred 7 5 feet QUINLIVAN APPRAISAL Minimum Lot Frontage Old subdivision 50 feet New subdivision 50 feet and 75 feet for corner site Minimum Lot Area Old subdivision New subdivision - 5 000 square feet 5 000 square feet and 7 500 square feet for corner site Manmum Lot Coverage 40% QUINLIVAN APPRAISAL HIGHEST AND BEST USE QUINLIVAN APPRAISAL HIGHEST AND BEST USE Fundamental to the concept of value is the theory of highest and best use T and is valued as if vacant and available for its highest and best use The Appraisal Institute in The Appraisal of Real Estate, Ninth Edition, defines highest and best use as follows The reasonably probable and legal use of vacant land or an improved property which is physically possible appropriately supported financially feasible and results in the highest value Land has limited value unless there is a present or anticipated use for it the amount of value depends on the nature of the land s anticipated use according to the concept of surplus productivity Among all reasonable alternative uses the use that yields the highest present land value after payments are made for labor capital and coordination is generally regarded as the highest and best use of the land as though vacant The highest and best use of a property as improved refers to the optimal use that could be made of the property including all existing structures The implication is that the existing improvement should be renovated or retained as so long as it continues to contribute to the total market value of the property or until the return from a new improvement would more than offset the cost of demolishing the existing building and constructing a new one In estimating the highest and best use there are essentially four stages of analysis 1 Possible Use What uses of the site being appraised are physically possible' 2 Permissible Use Metal) What uses are permitted by Zoning and Deed Restriction if any' 3 Feasible Use Which possible and permissible uses will produce a net return to the owner of the site' 4 Maximally Productive Among feasible uses which use will produce the highest net return to the owner of the site' QUINLIVAN APPRAISAL The highest and best use of the land (or site) if vacant and available for use may be different from the highest and best use of the improved property This is true when the improvements are not an appropnate use but make a contnbution to the total property value m excess of the value of the site The following four point test must be met in estimating the Highest and Best Use The use must be legal The use must be probable not speculative or conjectural There must be a profitable demand for such use and it must return to the land the highest net return for the longest penod of time These tests have been applied to the subject property In amving at the estimate of Highest and Best Use the subject sites were analyzed as vacant and available for development and as improved Possible Use The subject sites have frontage on Crandon Boulevard West McIntyre Street and Fernwood Road Therefore the sites have adequate access and good exposure on a major traffic artery The sites are generally rectangular in shape having good functional utility AII necessary utility services are available along existing street right of ways The sites are filled to street grade and do not appear to have any drainage or subsoil deficiencies The Parcel A site is approximately 45 040 square feet in size which equates to 1 034 acres The Parcel B site is approximately 45 039 square feet in size which equates to 1 034 acres The sizes of the subject sites would allow a unified use or a subdivision into several sites The combined sites have a total size of 90 079 square feet or 2 068 acres The physical charactenstics of the subject sites would not restrict any residential or commercial use of the sites Permissible Use Permissible or legal uses are those uses which are permitted by zoning or deed restrictions There are presently no known pnvate deed restrictions of record The subject sites are zoned for business use The zoning of the sites permit retail and service estabhshments offices and restaurants QUINLIVAN APPRAISAL Feasible Use/Maxunatly Productive Use The physical charactenstics and zoning of the subject sites permit a wide range of potential uses The possible and permissible uses of the subject sites include retail and service establishments offices and restaurants Similar properties fronting along the west side of Crandon Boulevard include shopping centers service stations restaurants bank/savings and loan associations and office buildings These commercial facilities are retail and service establishments serving the needs of the residents of Key Biscayne In 1980 and 1981 two shopping centers were constructed on Key Biscayne The Square at Key Biscayne located northerly of the subject property contains approximately 50 400 square feet L Esplanade located at the south end of Key Biscayne contains approximately 32 400 square feet Both shopping centers were marketed as condominiums Many of the stores in L Esplanade have been foreclosed and few units are occupied in this center The Square at Key Biscayne onginally expenenced a high number of vacancies but is currently 100% occupied A large part of L Esplanade s problems were caused by its intenor mall design and non commercial location as well as the downturn of the real estate market on Key Biscayne In 1990 the English Pub property was removed and replaced with a two-story shopping center known as Key Biscayne Gallen This building contains approximately 52 000 square feet There are three office buildings on Key Biscayne which contain a total of approximately 80 000 square feet The demand for office space is somewhat limited Due to Key Biscayne s isolated location office users are pnmanly Key Biscayne residents The occupancy rate for the Dade County office market is estimated to be 78 % Conclusion Based on the above factors the Highest and Best Use of the sites as if vacant is estimated to be for commercial usage 2 QUINLIVAN APPRAISAL , Highest and Best Use, As Improved Parcel B is improved with a one story retail store building The building appears to have been ongmally designed and constructed as an automobile service station The improvements were constructed in 1965 and are in average condition The size of the improvements is 1 200 square feet The improvements utilized only a portion of the site but are situated near the center of the site The location of the improvements on the site creates difficulty developing the site with other uses The indicated land to building ratio of Parcel A as improved is 37 5 to 1 Typical land to building ratios of commercial properties are about 3 to 1 The land to building ratio of Parcel A indicates that the existing improvements are an underutilization of the site Based on retail store rents in Key Biscayne the potential income generated by existing improvements would not provide a return to the land Based on the size and age of the existing improvements on Parcel A said improvements are estimated to not be the Highest and Best Use of the site QUINLIVAN APPRAISAL QUINL1VAN APPRAISAL SCOPE OF 1'HE APPRAISAL The value of a site can be estimated by various methods which include Direct Sales Comparison Allocation Extraction Development Approach Land Residual or Ground Rent Capitalization However the Direct Sales Companson Approach is the most preferred and utilized technique when sales of comparable sites are available The other methodologies are indirect techniques which are generally used when an area is pnmanly built up and sales of comparable sites are scarce The Direct Sales Companson Method of valuing the subject sites is relied on due to the availability of recent land sales In the Direct Sales Comparison Method sales of similar recently sold sites with a similar highest and best use as the subject site are analyzed compared and adjusted by time property charactenstics and location to indicate the Market Value of the subject sites as though unimproved The reliability of this approach is dependent upon the availability of comparable sales data the verification of the sales data the degree of comparability and the absence of non typical conditions affecting the sale A search for sales of sites in the Village of Key Biscayne are gathered and analyzed The sales information is gathered from vanous sale services and venfied through Public Records and/or with a party to the transaction when possible The sales all have similar zoning classification and highest and best use as the subject sites Several other sales are considered but are not included because there is too wide a difference in physical factors location and time The subject parcels are abutting sites in the same ownership The value of the subject parcels is therefore estimated as one site and then allocated between Parcels A and B 1 QUINLIVAN APPRAISAL QUINLIVAN APPRAISAL LAND VALUE A Land value estimate is concluded by companng the subject sites to comparable land sales Generally the comparable land sales are adjusted by time property and location to indicate the Market Value of the subject sites as though unimproved This process is known as the Direct Sales Comparison Method The Direct Sales Companson Method is a process of analyzing sales of similar recently sold land parcels in order to derive an indication of the most probable sales pnce of the sites being appraised The reliability of this approach is dependent upon the availability of comparable sales data the verification of the sales data the degree of comparability and the absence of non typical conditions affecting the sale The following pages contain sales of similar land sites which have recently sold Several other sales are considered by the appraisers but are not included because there is too wide a difference in physical factors location and time In companng the sales to the subject consideration is given to factors of time location property characteristics and terms and conditions of the sale As indicated previously the commercial area of Key Biscayne is located primarily on the west side of Crandon Boulevard between Harbor Dnve on the north and West Mashta Drive on the south a distance of approximately one mile This is a relatively small commercial area with few recent land sales Because there have been few recent commercial land sales on Key Biscayne older commercial land sales on Key Biscayne are also analyzed Sale 1 is located on Crandon Boulevard at West Mashta Drive approximately three blocks south of the subject property This 20 150 square foot site sold in December of 1986 for $641 000 or $31 81 per square foot There is a former service station on this site which has been closed for approximately 10 years The building is currently being utilized by a flonst/plant shop The property was purchased based on land value only This site is smaller than the subject site Generally a smaller site will sell at a higher per unit pnce Sale 2 is located on Crandon Boulevard approximately two blocks south of the subject site This 129 486 square foot site sold in June of 1989 for $2 900 000 (after reduction for trade name goodwill liquor license and memorabilia of the former English Pub restaurant) or $22 40 per square foot This site contained the Jamaican Inn/English Pub restaurant at the time of sale This building was removed and replaced with a two story shopping center QUINLIVAN APPRAISAL Sale 3 is located on Crandon Boulevard approximately five blocks north of the subject property This 14 260 square foot site sold rn November of 1993 for $430 000 or $30 15 per square foot This site is currently vacant It is the former site of a BP Service Station Similar to Sale 1 this site is smaller m size and would tend to sell at a higher unit price Sale 4 is located on Crandon Boulevard approximately three blocks south of the subject property This 9 495 acre site sold rn February of 1994 for $9 099 700 or $22 00 per square foot This vacant site was purchased by the Village of Key Biscayne for a park Sale 5 is located on Crandon Boulevard approximately three blocks north of the subject This 61 420 square foot site sold in March of 1997 for $2 300 000 or $37 45 per square foot This site was purchased by an adjacent owner A comparison of the unit pnce of Sale 5 to the unit pnce of Sale 6 a similar site that sold within one month of Sale 5 indicates that the grantee of Sale 5 may have paid a premium for plottage Plottage is an increase of value by assembling smaller sites to create a larger site with greater utility Sale 6 is located on Crandon Boulevard approximately five blocks north of the subject This 30 000 square foot site sold in Apnl of 1997 for $960 000 or $32 00 per square foot This site is an intenor block location with frontage on Crandon Boulevard The site is currently vacant A detailed profile of each sale a plat of each sale a summary of the sales a sales map and a value conclusion follows herein QUINLIVAN APPRAISAL 33 LAND SALE 1 L Lcri /7 1L, i X 60 « 4, •, l m l 90 1-0 Air° QUINLIVAN APPRAISAL Ib / 9_ (636 9) DR E W O O D-ej l / 4 LAND SALE 1 DATE December 15 1986 PRICE $641 000 TYPE INSTRUMENT Special Warranty Deed RECORDATION 0 R Book 13118 Page 1192 FOLIO NUMBER 30 5205 001 0100 GRANTOR Exxon Education Foundation GRANTEE Nomar Investments N V LEGAL Lengthy legal A portion of Tract D BISCAYNE KEY ESTATES as recorded in Plat Book 50 Page 61 of the Public Records of Dade County Flonda LOCATION 800 Crandon Boulevard Key Biscayne Florida SI1'F DFSCRIPTION Dimensions Irregular Size 20 150 Square Feet 0 463 Acres Zoning BU 1 Neighborhood Business Current Use Florist shop (former service station) UNIT PRICE $31 81 per Square Foot FINANCING Acquisition loan of $650 000 with Creditbank No effect on sale price REMARKS An older service station which is presently used as a flower shop is located on this site Said improvements are considered to contribute no value to the purchase pnce QUINLIVAN APPRAISAL 34 1VSIV21ddV NVAI1Nlfla Crandon Boulevard LAND SALE 2 DATE June 15 1989 PRICE $2 900 000 TYPE INSTRUMENT Warranty Deed RECORDATION 0 R Book 14174 Page 2742 FOLIO NUMBER 30 4232 002 0132 GRANTOR Key Biscayne Enterpnses Inc GRANTEE Fernway Builders Inc LEGAL Lengthy legal A portion of Tracts 3 and 5 MATHESON ESTATES as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Florida LOCATION SITE DESCRIPTION 320 Crandon Boulevard Key Biscayne Flonda Dimensions Irregular Size 129 486 Square Feet 2 973 Acres Zoning BU -1 Neighborhood Business Current Use Shopping center UNIT PRICE $22 40 per Square Foot FINANCING Cash to seller No effect on sale price REMARKS The indicated purchase pnce was $3 000 000 for the real estate and English Pub business to include trade name goodwill liquor license and memorabilia with an allocated value of $100 000 QUINLIVAN APPRAISAL REMARKS (cont ) At the time of sale there was an older commercial building containing 11 725 square feet used as a restaurant and liquor store located on the site Subsequent to the sale said improvements have been removed and a 52 000 square foot two-story shopping center has recently been constructed on the site The shopping center is known as Key Biscayne Gallena QUINLIVAN APPRAISAL LAND SALE 3 .51- A&%4ES SRC CHURCii .-w 0715 J F I L. f QUINLIVAN APPRAISAL �i Harbor Drive I CoNOON PARK MOh Et,/ / Q' ,�` s c \z4 I�A� L i it /r_ —1 t 3 Sed i?7 LAND SALE 3 DATE November 29 1993 PRICE $430 000 TYPE INSTRUMENT Special Warranty Deed RECORDATION 0 R Book 16012 Page 2541 FOLIO NUMBER 24 4232 002 0010 GRANTOR Service Station Holdings Inc GRANTEE Key Associates Inc LEGAL Portion of Tract 1 MATHESON ESTATES according to the plat thereof as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Flonda LOCATION 38 Crandon Boulevard Key Biscayne Flonda SITE DESCRIPTION Dimensions Irregular Size 14 260 Square Feet 33 Acre Zoning BU -1 Neighborhood Business Current Use Vacant UNIT PRICE $30 15 per Square Foot FINANCING New First Mortgage of $360 000 with First Western Bank REMARKS This is a site of a former BP Service Station QUINLIVAN APPRAISAL LAND SALE 4 E ATs E r: s 4d A w Cr I QUINLIVAN APPRAISAL C H 6n/her 3 7d gd7 77_ SLSec321T See 5' TgAcr 7 /THardy MatAeson et a/ K n PO"' 42E R 42E E HEATH E Rola/ ROYAL 81$CAYNE sr CI 3 LAND SALE 4 DATE PRICE TYPE INSTRUMENT RECORDATION FOLIO NUMBER GRANTOR GRANTEE LEGAL LOCATION Silt DESCRIPTION Dimensions Size Zoning Current Use UNIT PRICE FINANCING REMARKS February 18 1994 $9 099 700 Warranty Deed O R Book 16254 Page 943 24 4232 002 0131/24 4232 002 0171 Precision Value Corp Village of Key Biscayne Lengthy legal A portion of Tracts 5 and 7 MATHESON ESTATES according to the plat thereof as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Flonda 440 Crandon Boulevard Key Biscayne Honda Irregular 416 619 52 Square Feet 9 495 Acres BU 1 Neighborhood Business Park $22 83 per Square Foot Cash to seller This site is utilized as a village park QUINLIVAN APPRAISAL LAND SALE 5 is 1‘70-2-47 0�0 70/ sf /074 ci 7 73- at a7, 471d I ? 0 D 17i 1 73" 917 50 9 QUINLIVAN APPRAISAL PK Gr CS /LBa /OSZ / l / .' 1 J/ 11 LAND SALE 2 DATE June 15 1989 PRICE $2 900 000 TYPE INSTRUMENT Warranty Deed RECORDATION 0 R Book 14174 Page 2742 FOLIO NUMBER 30 4232 002 0132 GRANTOR Key Biscayne Enterprises Inc GRANTEE Fernway Builders Inc LEGAL Lengthy legal A portion of Tracts 3 and 5 MATHESON ESTATES as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Florida LOCATION 320 Crandon Boulevard Key Biscayne Florida SITE DESCRIPTION Dimensions Irregular Size 129 486 Square Feet 2 973 Acres Zoning BU -1 Neighborhood Business Current Use Shopping center UNIT PRICE $22 40 per Square Foot FINANCING Cash to seller No effect on sale price REMARKS The indicated purchase pnce was $3 000 000 for the real estate and English Pub business to include trade name goodwill liquor license and memorabilia with an allocated value of $100 000 QUINLIVAN APPRAISAL I REMARKS (cont ) At the time of sale there was an older commercial building containing 11 725 square feet used as a restaurant and liquor store located on the site Subsequent to the sale said improvements have been removed and a 52 000 square foot two story shopping center has recently been constructed on the site The shopping center is known as Key Biscayne Gallena QUINLIVAN APPRAISAL LAND SALE 3 5T A&`KiES RC CHURCH r7; ti fm♦ Z i afar Harbor Dnve 9 L L_ I conlit r If ! —t L _ 1 - L v i L I Co NOON PARK MOI EI,/ / p- 1L 34:1'd I ` 4 r� QUINLIVAN APPRAISAL LAND SALE 3 DATE November 29 1993 PRICE $430 000 TYPE INSTRUMENT Special Warranty Deed RECORDATION 0 R Book 16012 Page 2541 FOLIO NUMBER 24 4232 002 0010 GRANTOR Service Station Holdings Inc GRANTEE Key Associates Inc LEGAL Portion of Tract 1 MATHESON ESTATES according to the plat thereof as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Florida LOCATION 38 Crandon Boulevard Key Biscayne Flonda SITE DESCRIPTION Dimensions Irregular Size 14 260 Square Feet 33 Acre Zoning BU 1 Neighborhood Business Current Use Vacant UNIT PRICE $30 15 per Square Foot FINANCING New First Mortgage of $360 000 with First Western Bank REMARKS This is a site of a former BP Service Station QUINLIVAN APPRAISAL 3 LAND SALE 4 EaTNER I 3 C H Gasifier 372 407 7 QUINLIVAN APPRAISAL 42E R 42E f Nl E MEATI-I E Roy / ROYAL BISC AY NE 3,0 3 LAND SALE 4 DATE February 18 1994 PRICE $9 099 700 TYPE INSTRUMENT Warranty Deed RECORDATION 0 R Book 16254 Page 943 FOLIO NUMBER 24 4232-002 0131/24 4232 002 0171 GRANTOR Precision Value Corp GRANTEE Village of Key Biscayne LEGAL Lengthy legal A portion of Tracts 5 and 7 MATHESON ESTATES according to the plat thereof as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Flonda LOCATION 440 Crandon Boulevard Key Biscayne Florida Silt DESCRIPTION Dimensions Irregular Size 416 619 52 Square Feet 9 495 Acres Zoning BU 1 Neighborhood Business Current Use Park UNIT PRICE $22 83 per Square Foot FINANCING Cash to seller REMARKS This site is utilized as a village park QUINLIVAN APPRAISAL LAND SALE 5 st_i--1 { lJ L— J u6. n 9f e 1 G9o7" vo r41i1 75 75 7v/ ,e 7S 4 !'s 3 C 1= P51 • r5 $ An r*» Cr y IIIei (� in, sn 4774 ,?D1 73- fie 907 %s11f Q 4 r e Z7/ 7 PKG V- 1 1 QUINLIVAN APPRAISAL /1S2 �! iaaor l \ ! IJ 1 ) 1, 1! /1 l Il Il 11 1 t O SP LAND SALE 5 DATE March 14 1997 PRICE $2 300 000 TYPE INSTRUMENT Warranty Deed RECORDATION 0 R Book 17568 Page 1149 FOLIO NUMBER 24 4232 002 0090 GRANTOR 200 Palms Corporation GRANTEE Tesaurus Holdings Inc LEGAL South 150 feet of the North 350 feet of Tract 3 MATHESON ESTATES according to the plat thereof as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Florida LOCATION 200 Crandon Boulevard Key Biscayne Florida I SITE DESCRIPTION Dimensions 150 Feet x 409 5 Feet Size 61 420 Square Feet 1 41 Acres Zoning BU 1 Neighborhood Business Current Use Vacant UNIT PRICE FINANCING REMARKS $37 45 per Square Foot First mortgage from Colonial Bank of $2 000 000 This site is currently vacant The grantee is an adjacent owner QUINLIVAN APPRAISAL 39 LAND SALE 5 u �U 11 4 75 L 9 G9v1tP IV J 1 E a o r 4!/ 7S 75 70/ Kf fi I 0 3 -g »I. 75 dij rl115 n 401 311 P P31 7f O _sn C 7 v7s '' cr 3 t r t_ 9 H T :PIo D 75 14/ 470 An 75 7.1 907{k 5030 Estr LAaE�I� 0 O 27 7 PKG 1 jgaCO — — I t . .. :111 I h QUINLIVAN APPRAISAL // /1 I1 1 1 1 11 11 1k 1 1 Z6i .?G. '/ 1 / 1 H N. LAND SALE 6 DATE Apnl 14 1997 PRICE $960 000 TYPE INSTRUMENT Special Warranty Deed RECORDATION 0 R Book 17600 Page 2182 FOLIO NUMBER 24 4232 002 0060 GRANTOR Anna Matheson Robert H Matheson Dorothy Cuayo & Christine Anderson GRANTEE L D Pankey Dental Foundation Inc LEGAL The North 'DO feet of the West 200 feet of Tract 2 MATHESON ESTATES according to the plat thereof as recorded in Plat Book 46 Page 86 of the Public Records of Dade County Flonda LOCATION 1 Crandon Boulevard Key Biscayne Florida SITE DESCRIPTION Dimensions 150 Feet x 200 Feet Size 30 000 Square Feet 0 69 Acres Zoning BU -1 Neighborhood Business Current Use Vacant UNIT PRICE $32 00 per Square Foot FINANCING Cash REMARKS This site is currently vacant QUINLIVAN APPRAISAL 40 i i LAND SALE 6 10 3 77.f/� rt O R 0547 L ZA RING CTR //97 z DR ZI 19 /5 7 I 7 II r QUINLIVAN APPRAISAL COMPARABLE LAND SALES HEATHER PALMMODOA BAY LAS MATHESON DR BA Y KEY BISCAY YACHT CLUB CAN - OUTN WEST % r t_4t. PO/NT �P Q� S ,. �4"4� N. kr �P" C MASHTA ISLAND 0 A� -4 7- )1- 32 Sx r VS „Sx, Ts - HER DR C iscayne 4 SEAVIEW DR • KEY i ©19L 4, QUINLIVAN APPRAISAL A � £5 Q S SU3IMARY O ' LAND SAC CIIARACTLRISTIC 1 AItCEL A 1 ARCLL I1 SALL I SALL 2 SAL L3 SALC 4 SALL 5 SAL! 6 DATE or SALE 12/15/86 6/15/89 11/29/93 02/18/94 3/14/97 4/14/97 SALL 1 RICE $641 000 $2 900 000 $430 000 $9 099 700 $2 300 000 $960 000 RLCORDATION 13118/1192 14174/2742 16012/2541 16254/943 17568/1149 17600/2182 ADDRLSS 560 Crandon Blvd Fetnwood Rd & McIntyre St 800 Crandon Blvd 320 Crvidon Blvd 38 Crandon Blvd 440 Crandon Blvd 200 Crandon Blvd 1 Cr union Blvd ..ATION 3 Blocks S 2 Blocks N 5 Blocks N Adjacent to N 3 Blocks N 5 Blocks N S171- (SQ FP) 45 040 45 039 20 150 129 486 14 260 416 916 61 420 30 00(1 SIZE (ACRES) 1034 I 03 0463 2973 033 9495 141 069 7ONING 13U BUI BU1 BUI 13U1 130 BUI DUI PRESENT USE Store 1 irking Lot Former Flower Shop Shopping Center Service Station Patk Vacant Vacant 1 RICE PAID/SQ FP $31 81 $2240 $30 15 $2200 $3745 $3200 LAND VALUE Conclusion The sales range in unit price from $22 00 to $37 45 per square foot of land area The sales range in time from December of 1986 to April of 1997 A significant change in pnce is not evident dunng this time penod The sales were financed with conventional loans from lending institutions at market interest rates or purchase money mortgages at market interest rates Adjustments for financing were therefore not required All of the sales are located on Crandon Boulevard within a five block radius of the subject property The sales and the subject property are similarly zoned BU 1 The pnmary differences between the sale properties and the subject property are pnmanly land size Generally a larger site will sell at a lower unit pnce Sales 1 3 5 and 6 range in size from 14 260 to 61 420 square feet The unit pnces of Sales 1 3 5 and 6 range from $30 15 to $37 45 per square foot Sales 2 and 4 are 129 486 and 416 916 square feet in size respectively The unit prices of Sales 2 and 4 are $22 40 and $22 00 per square foot respectively An analysis of the sales indicates that the sales of the smaller sites reflect a higher unit pnce than the sales of the larger sites Since the components of the subject site are more similar in size to the smaller sites analyzed the value of the subject sites should be within the range of the unit pnces of Sales 1 3 5 and 6 However the unit pnce of Sale 5 $37 45 per square foot should be an upper limit for the value of the subjects Sale 5 was purchased by an adjacent owner A comparison of the unit price of Sale 5 with the unit price of Sale 6 indicates that the unit pnce of Sale 5 requires a downward adjustment for plottage The subject Parcel A is a corner site with frontage on Crandon Boulevard the major traffic artery in Key Biscayne The Parcel A site has good access and exposure The value of Parcel A should be in the range of the unit pnces of Sales 1 3 5 and 6 based on site size and exposure The subject Parcel B is a corner site with frontage on West McIntrye Street and Fernwood Road Parcel B is a corner location with frontage on a secondary traffic artery and a secondary road The exposure of the Parcel B site is adequate The value of Parcel B should be at the lower end of the range of the unit pnces of Sales 1 3 5 and 6 based on site size and exposure 41 II QUINLIVAN APPRAISAL Based on the above analysis of the land sales the subject sites are estimated to have values as follows Total Site Value 90 079 Sq Ft x $33 50 per Sq Ft = $3 017 647 Rounded $3 020 000 Parcel "A" 45 040 Sq Ft x $37 00 per Sq Ft = $1 666 480 Rounded $1 670 000 Parcel "B" 45 039 Sq Ft x $30 00 per Sq Ft = $1 351 170 Rounded $1 350 000 it I1 QUINLIVAN APPRAISAL 'ADDENDUM I QUINLIVAN APPRAISAL ASSUMPTIONS AND LIMITING CONDITIONS This Appraisal Report has been made with the following general assumptions 1 No responsibility is assumed for the legal description or for matters including legal or title considerations Title to the property is assumed to be good and marketable unless otherwise stated 2 The property is appraised free and clear of any or all hens or encumbrances unless otherwise stated 3 Responsible ownership and competent property management are assumed 4 The information furnished by others is believed to be reliable However no warranty is given for its accuracy 5 All engineering is assumed to be correct The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property 6 If no survey has been furnished to the appraiser all measurements have been confirmed either in the field in the plat book or by other reliable sources and are presumed to be accurate 7 It is assumed that there are no hidden or unapparent conditions of the property subsoil or structures that render it more or less valuable No responsibility is assumed for such conditions or for arranging for engineenng studies that may be required to discover them 8 It is assumed that there is full compliance with all applicable federal state and local environmental regulations and laws unless noncompliance is stated defined and considered in the Appraisal Report 9 It is assumed unless a study has been provided otherwise that no hazardous matenal such as asbestos urea formaldehyde or other toxic waste exists in the property The existence of a potentially hazardous matenal could have a significant effect on the value of the property QUINLIVAN APPRAISAL 10 In reference to proposed construction the real estate taxes and other expenses are estimated These amounts are not guaranteed 11 It is assumed in the valuation of the subject land site unless a compliance letter has been furnished to us that the State of Flonda Growth Management Act does not prevent the issuance of a building permit 12 It is assumed that all required licenses certificates of occupancy consents or other legislative or administrative authority from any local state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based 13 It is assumed that the utilization of the land and improvements is within the boundanes of property lines of the property described and that there is no encroachment or trespass unless noted in the report This Appraisal Report has been made with the following general limiting conditions 1 The distribution if any of the total valuation of this report between land and improvements applies only under the stated program of utilization The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used I 2 Possession of this report or a copy thereof does not carry with it the nght of publication It may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser and in any event only with proper written qualification and only in its entirety 3 The appraiser herein by reason of this appraisal is not required to give further consultation testimony or be in attendance in court with reference to the property in question unless arrangements have been previously made 4 Neither all nor any part of the contents of this report (especially any conclusions as to value the identity of the appraiser, or the firm with which the appraiser is connected) shall be disseminated to the public through advertising public relations news sales or other media without the pnor wntten consent and approval of the appraiser QUINLIVAN APPRAISAL QUALIFICATIONS OF THE APPRAISER J MARK QUINLIVAN Experience Engaged in the field of real estate appraising since 1972 Associated with F Robert Qumhvan MAI from 1972 to 1985 Currently President of Quinlivan Appraisal P A a Real Estate Appraising and Consulting Firm established in 1964 Graduate University of Notre Dame BBA Bachelor of Business Administration (Major in Finance and Business Economics) University of Maryland MBA - Master of Business Administration (Concentration in Finance) University of Mianu Law School JD Juns Doctor (Concentration in Real Estate and Taxation) Florida International University MSM Master of Science in Management (Major in Real Estate) University of Miami MALS Master of Arts in Liberal Studies (Humanities) I Professional Affiliations Member of the Appraisal Institute (MAI N2 5791) Member of the Flonda Bar (N° 239992) Real Estate Broker State of Florida (N° 0125264) Certified General Appraiser State of Flonda License N2 RZ0000112 QUINLIVAN APPRAISAL 1 Qualified as an Expert Witness m the Following Courts Dade Broward Palm Beach and Monroe County Circuit Courts United States Bankruptcy Court United States District Court Other Activities Appraiser Special Master (1978 1980) Dade County Property Appraisal Adjustment Board Past President Miami Chapter N- 71 Society of Real Estate Appraisers (1983 1984) Past President South Florida Chapter N 24 Appraisal Institute (1988) Past Governing Councilor of the American Institute of Real Estate Appraisers (1990) Young Advisory Council of Society of Real Estate Appraisers (1979 and 1980) 1 Editorial Review Board (1981 1991) THE REAL ESTATE APPRAISER AND ANALYST published quarterly by the Society of Real Estate Appraisers Recent Publications Non Conforming Use Properties The Concept of Positive Economic Obsolescence The Appraisal Journa4 January 1981 Pages 45 51 (Arthur A May Memoruil Award 1982) QUINLIVAN APPRAISAL 4J QUALIFICATIONS OF THE APPRAISER THOMAS F MAGENHEI ER Expenence 11/84 Present Education QUINLIVAN APPRAISAL, P A 5730 S W 74th Street South Miami Florida University of Richmond Richmond Virginia BA Bachelor of Arts in History (1982) Professional Affiliations Member of the Appraisal Institute (MAI No 09166) Real Estate Salesman State of Florida Certificate N 0344882 Certified General Appraiser State of Florida License N2 RZ0000553 Member Sigma Alpha Epsilon Fraternity Qualified as an Exuert Witness in the Following Courts Dade County Circuit Court Other Activities Admissions Committee South Flonda Canbbean Chapter of the Appraisal Institute - (1992 - Present) Newsletter Editor South Florida Caribbean Chapter of the Appraisal Institute (1991 1995) President - South Flonda Caribbean Chapter of the Appraisal Institute (1996) Board of Trustees Palmer Tnmty School (1989 1993) QUINLIVAN APPRAISAL Have prepared Appraisal Reports for the following Institutions and Corporations American Savings of Flonda Archdiocese of Miami Atlantic Secunty Bank The Bank of Coral Gables Banco Atlantico Banco Industrial de Venezuela Banco Santander International Barnett Bank Barry University Ben Franklin Savings Bessemer Trust Company Capital Bank Central Bank Chevron Oil Company Chase Manhattan Bank Chase Federal Bank Chemical Bank Citibank Citicorp Savings City National Bank of Miami Consohdated Bank Coral Gables Federal Savings and Loan Association County National Bank Crown Life Insurance Company Eagle National Bank East Little Havana Development Corporation Eastern National Bank Equibank of Pittsburgh Espirito Santo Bank First Nationwide Bank First Union Bank Flonda Power and Light Company Hemisphere National Bank Intercontinental Bank International Bank of Miami N A Jefferson Bank Jewish Home for the Aged Inc Manne Midland Bank McCaughan Mortgage Company Inc QUINLIVAN APPRAISAL McDonalds Corp Mega Bank Miami Dade Water and Sewer Authonty NationsBank Northern Trust Bank of Florida Ocean Bank Pacific National Bank Ready State Bank Resolution Trust Corporation Savings of America Shell 011 Company Skylake State Bank Sun Bank Swire Properties Texaco Terremark Totalbank Trade National Bank Trust for Public Lands UmBank Universal National Bank University of Miami Governmental Agencies City of Coral Gables City of Hialeah City of Miami City of Miami Beach City of Miramar City of North Miami Beach Dade County Aviation Department Dade County Department of Development & Facilities Management Dade County HUD Dade County Property Appraisal Adjustment Board Dade County Public Schools Dade County Public Works Department Dade County Transportation Administration Federal Deposit Insurance Corporation (FDIC) Miami Dade Water & Sewer Department South Florida Water Management Distract State of Flonda Department of Community Affairs State of Flonda Department of Corrections QUINUIVAN APPRAISAL r State of Flonda Department of Environmental Protection State of Flonda Department of Insurance State of Florida Department of Rehabilitation and Liquidation State of Florida Department of Transportation Town of Golden Beach United States Army Corps of Engineers United States Department of Commerce United States Department of the Interior United States General Services Administration Village of Key Biscayne Law Firms Cole Davidson Carter Smith Salter & Barkett P A Greenberg Traung Hoffman Lipoff Rosen & Quentel P A Dubbin Berkman Bloom & Karan Floyd Pearson Richman Greer Weil Brumbaugh & Russomanno P A Shutts & Bowen Kelley Drye & Warren Blackwell & Walker Steel Hector & Davis Mershon Sawyer Johnston Dunwody & Cole Sullivan Admire & Sullivan P A Types of Properties Appraised Single Family Residences Apartment Buildings Office Buildings Retail Stores Shopping Centers Condominium Apartment Buildings Golf Courses Residential Subdivisions Automobile Dealerships QUINLIVAN APPRAISAL Vacant Land Hotel/Motels Warehouses Nursing Homes Mobile Home Parks Schools Service Stations Marinas Wetlands 50 Miscellaneous WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P A ATTORNEYS AT LAW NINA BONISKE JAMIE ALAN COLE E WARD G GUEDES STEPHEN J HELF MAN GILBERTO PAS OR ZA JOS H H SEROTA RICHARD .JA WE 55 OAV O M WOLPIN STEVEN W ZELKOW TZ THOMASJ ANSBRO LILLIAN ARANGO E LA OZ ALISONS BIELER MI CHE A B ERMAN MITCHELL J BURNSTE N E A EM COHEN DOUGLAS R GO ZA E GERALD T HEF ER NAN E HO VIA FEDERAL EXPRESS Mr C Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 MIAMI DADE OFFICE 2665 SOUTH SAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM BROWARD OFFICE 3107 STIRLING ROAD SUITE 300 FORT LAUDERDALE FLOR OA 33312 (954) 763 4242 TE COPIER (954) 764 7770 OF COUNSEL June 29 2001 JOHN R HER JR CHR STOPHER F U TZ DAVID LEIBOWITZ ETER A L CHTMAN KAREN LIEBERMAN MA T EW MAN EL BERNARD 5 MANDLER ALEXA DER L PALENZUE A MAURI GARY I RESNICK NA C RUBIN GAIL D SEROTA DA A 5 SCHWARTZ ARI C SHAPIRO JEFFRE P SHEFFEL FRANCINE THOMAS STEELMAN NANCY E 5 ROUD SUSAN L TREVARTHEN CARME I 'SEND R DANIEL A WEISS Village of Key Biscayne Purchase from the Estate of Rebozo Property located at 560 Crandon Boulevard Key Biscayne FL Dear Mr Kissinger I enclose for your files a closing binder containing originals and copies as indicated on the index of the documents executed and delivered at the closing of the above referenced transaction Please sign the enclosed copy of this letter to show your receipt of the binder for our records and return It to the undersigned m the enclosed self addressed stamped envelope EMC/J Receipt of the above described c °sing binder is here ed this day of Mr C -Samuel Kiss i t Village Manager Village of Key Bisc Very truly yours Elaine M Cohen 2001 s�. WEISS SEROTA HELFMAN PASTORIZA & GUEDES, PA ATTORNEYS AT LAW NINA L BONISKE JAMIE ALAN COLE EDWARD G GUEDES STEPHEN J HELFMAN GILBERTO PASTORIZA JOSEPH H SEROTA R CHARD JAY WEISS DAVID N WOLPIN STEVEN W ZELKOW TZ HOMASJ ANSBRO LILLIAN ARANGO DE LA HOZ AL SONS BIELER MITCHELL A BIERMAN M CHELL J BURNSTEIN ELAINE M COHEN DOUGLAS R GO ZALES GERALD T HEFFERNA MIAMI DACE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM BROWARD OFFICE 3107 STIRLING ROAD SUITE 300 PORT LAUDERDALE FLORIDA 33312 E HO (954) 763 4242 TE ECOP ER (954) 764 7770 VIA FEDERAL EXPRESS Mr C Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 OF COUNSEL June 29 2001 JOHN R HERIN JR CHR STO HER URTZ DAVID LEIBOWITZ PETER A L C THAN KAREN LIEBERMAN MATTHEW H MA DEL BERNARD 5 HANDLER ALEXANDER L PALENZUELA MAURI GARY! RESNICK NANCY RUBIN GAIL D SEROTA DANAS SCHWARTZ ARI C SHAPIRO JEFFREYP SHEFFEL FRANCINE HOMAS STEELMAN NANCYE STROUD SUSAN L TREVARTHEN CARMEN TUGE DER DANIEL A WEISS Village of Key Biscayne Purchase from the Estate of Rebozo Property located at 560 Crandon Boulevard Key Biscayne FL Dear Mr Kissinger I enclose for your files a closmg border containing ongmals and copies as indicated on the index of the documents executed and delivered at the closing of the above referenced transaction Please sign the enclosed copy of this letter to show your receipt of the binder for our records and return it to the undersigned in the enclosed self addressed stamped envelope Very truly yours Elaine M Cohen EMC/)o Receipt of the above descnbed closing binder is hereby acknowledged this day of Mr C Samuel Kissmger Village Manager Village of Key Biscayne 2001 WEISS SEROTA HELFMAN PASTOHIZA 8c GUEDES, PA ATTORNEYS AT LAW NINA L BONISKE JAM E ALAN COLE EDWARD G GUEDES STEPHEN J HELFMAN G LBERTO PASTOR ZA JOSEPH H SEROTA RICHARD JAY WEISS DAVID M WOLPIN STEVEN W ZE KOWITZ HOMASJ ANSBRO LILLIAN ARANGO DE LA OZ ALISON 5 BIELER MITCHELL A BIERMAN MITCHELL J BURNSTEIN VIA HAND DELIVERY MIAMI DADE OFFICE 2665 SOUTH BAYSH ORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM BROWARD OFFICE 3111 STIRLING ROAD SUITE B ORT LAUDERDALE FLORIDA 33312 LEPHONE (954) 763 4242 COP ER (954) 764 7770 Ms Carolyn P Greaves Finance Assistant Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 OF COUNSEL September 26 2000 ELAINE M COHEN DOUGLAS R GONZALES GERALD T EFFERNAN JOHN R HERIN JR CHRISTOPHER F KURTZ PETER A LICHTMAN KAREN L EBERMAN BERNARD 5 MANDLER MARIE E MATO GARY I ESNICK NANCY RUBIN GAIL D SEROTA ARI C SHAPIRO JEFFREYP SHEFFEL NANCY E STROUD SUSAN L TREVARTHEN DANIELA WEISS Village of Key Biscayne Purchase from the Estate of Rebozo Dear Ms Greaves In connection with the closing of the captioned transaction I enclose the following (i) A copy of the signed Settlement Statement together with the attached Disbursement Schedule and (u) Our firm s trust account check m the amount of $92 165 12 made payable to the Village of Key Biscayne representing the excess funds wire transferred to our trust account Please call me if you have any questions EMC/jo 103 032 Encl cc Mr C Samuel Kissinger (w/o encl ) Richard Jay Weiss Esq (w/o encl ) Very truly yours Elaine M Cohen SELLER SETTLEMENT STATEMENT Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended BUYER The Village of Key Biscayne a Flonda municipal corporation PROPERTY Attached hereto and made a part hereof as Exhibit A DATE September 21 2000 BUYER CREDITS Purchase Price Deposit $1 000 00 $50 000 Credit re environmental contamination 50 000 00 Documentary Stamps on Deed 19 533 00 Surtax on Deed 14 649 75 Survey (1/2 of cost) 2 100 00 Title Search and Exam Fee (P O C $490 00) Security Deposit BFI Lease 2 130 00 Rent Proration (9/21 9/30) BFI Lease 10 $68 387 683 87 Last Month s Rent BFI Lease 2 130 00 Tax Proration (1/1/00 9/21/00) Parcel 1 24 4232-001 0061 $16 249 35 Parcel 2 24-4232-001-0060 $22,771 25 Subtotal $ 131 247 22 Cash to Seller $3 124 252 78 1 Interest earned on the deposit to be paid to buyer by the Escrow Agent CHARLES G REBOZO RE VOCABLE TRUST UNDFR REVOCABLE TRUST AGREEMENT dated January 20 1989 as modified and amended Thomas H Wakefield Successor Trustee SELLER CREDITS $3 255 500 00 VTLLAGE OrKEY BISCA"NE a �l municipal corporation By Michael J Flah rActmg Village Manager 1_1= - ...._,6 DISBURSEMENT SCHEDULE Documentary Stamps on Deed $19 533 00 Surtax on Deed 14 649 75 Title Insurance Premium 10 713 75 Survey Endorsement 100 00 Contiguity Endorsement 100 00 Closing Fee 200 00 Recording Fees (Estimate) 100 00 Tax Proration (1/1/00 9/21/00) Parcel 1 24-4232-001-0061 $16 249 35 Parcel 2 24-4232-001-0060 $22 771 25 A 1 Tittle Support 7/10/00 Invoice 45 00 A 1 Tittle Support 9/20/00 Invoice 45 00 Title Search Update 75 00 Total $ 84 582 10 \\WSIIPG FS1 \ CLIENTS \ 1030321Final Closing Documents \ Settlement Statement 9-21 00 doe WEISS SEROTA HELFMAN PASTORIZA & GUEDES P A IOTA TRUST ACCOUNT 2665 SOUTH BAYSHORE DRIVE SUITE 420 MI AMI FL 33133 PAY TO THE ORDER OF § f t G AND 12 c'FLJT * * A /tie I F F i "ow Bal ance 6`00276 Le 1067009646 ' 005SO4i89211' MELLON UNITED NATIONAL BANK 63 9641670 5 002761 NO )OOO $92,165 12 DATE AMOUNT SEP-21-200Q THU 03 46 PM 1 FAX NO P 01 WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P A 2665 South Bayshore Drive Suite 420 Miami, Mont 33133 Telephone (305) 8540800 Telecopier (305) 8542323 CONFIDENTIAL TO Ms Conchita Alvarez Village Clerk Fax No (305)365 8914 FROM Elaine M Cohen Esq RE Village of Key Biscayne Purchase from the Estate of Bebe Rebozo COMMENTS The miorm Mon contained m thss transmission is attorney privileged and confidential It is intended only for the wit - of the mclividual or entity tamed above If the reader of this message is not the intended recipient you are hereby notified that any drssemmahon distribution or copy of this eommumcetton>,s stuctly prohibited If you have received this coinmmucation m error please notify us immediately by tt.lcphone collect and return the original tnessabc to us at the above address via the U S Postal Seivicc We will reimburse you for posiabt. Thank you FILE NO 103032 DATE September 21, 2000 NUMBER OF PAGES INCLUDING COVER SIIEE,T 6 PLEASE NOTIFY US IMMEDIATELY IF NOT RECEIVED PROPERLY SEP-21-2000 THU 03 46 PM FAX NO P 02 Icnir I l in M COI t ray Wu It Ito n1 tont G tics YA t65tio tl 13 yli r Dn Stl 420 M F4 nda 33133 17 i f Crum nt Pro d I y E nc M Cah n, Usq W Scow }r Ifm n Pasronca &G d s P A 6(5 So th B y hor Dnv Suite 420 M m Ilonda 33133 P p ny App s rs Parc I Id at fi ation (Fol o)14 mber(s) 4-423 001 0060 nd 4-4232 001 0061 G ante (s) 5 S N() 65 0 36174 WARRANI Y DELL) STATU IORY (468902 (Whu-v r u d h th t rm ft t p rty n<I rid p r y shall mclud singular and plural 1 rs 1 gal repn's ntnt v and ,ss, na of nd ndua s and lit c sera a td amnia of corporations whore a th c nttxt so ad is or r g' ) THIS INDENTURE Made as of the 21 day of September 2000 Between lholnas 1-I Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended of the County of Miami Dade in the State ot Honda parties of the first part and the Village of Key Biscayne a Florida municipal corporation of the County of Miami Dade in the State of Florida whose post office address is 85 West McIntyre Street Key Biscayne Florida 33149 party of the second part Witnesseth That the said parties of the first part for and in consideration of the sum of Ten ($10 00) Dollars to it in hand paid by the said party of the second part the receipt whereof is hereby acknowledged have granted, bargained and sold to the said party of the second part it successors and assigns forever the following described land, situate and being in the County ot Miami Dade State of Florida to -wit. See Exhibit A attached hereto and made a part hereof Subject to those matters set forth on Exhibit B attached hereto And the satd parties of the first part do hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever IN WITNESS WHEREOF, The said parties of the first part have hereunto set their hand and seal the day and year first above written Signed sealed and delivered in the presence of 2 64L,f- Witness Signature Thomas H akefield,tas Successor Trustee q Printed Name itnW ess Signature n! tcI4o" 1 6 C-knt)i r — Printed Name of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually SEP-21-2000 THU 03 47 P11 FAX NO P 03 {u� ,LCc/ Witness�Signature r/776 Printed Name C--G Witness Signature v3 (.14C -4c c Ckvw 7r - Printed Name C ice -ill /C Ala, -r Witnees�ss°O Signature /1 ( c Pit, 7 Pn/d name L C�J Witness Signature � t c. I4a(Ai C Printed Name ClAnisliJ STATE OF FLORIDA COUNTY Of MIAMI DADF )SS Charles Fred Rebozo ds Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989, as modified and amended and not individually j,V1(L it [L 0 g_,-(4 Jt Mary R Bddterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually The foregoing instrument was acknowledged before me this a/0t7 day of September 2000 by Thomas H Wakefield, as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989, as modified and amended who is Cpersonally known to me or who has produced as identrti catton (Signature person taking acknowledgment) 64 4,9- c v, cried. (Name of acknowledger typed printed or stamped) e .� � (Title or rank floe G 74 /-rf/ / /, 2e 0/ (Serial n ber, if any) 2 SEP-21-2000 THU 03 47 PM FAX NO P 04 S rA FE OF FI ORIDA )SS COUN I Y OF MIAMI DADE The foregoing instrument was acknowledged before me this 20 day of September 2000 by Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is cpersonall}r knonn� to me or who has produced as identification STATE OF FLORIDA )5S COUNTY OF MIAMI DADE (Signati/e of person taking acknowledgment) 64 &c#, c 4-7_, (Name of acknowledger typed pnnted or stamped) (Tula or ran.,, # cc. G 7A - /, Sae/(Serial umber it any) w OLGA CUILARTE MY G MMISS'17 a CC 676154 rt ,a E7 PIAES Seotember 1 2001 ?ft Bondeb hm Notary PubtK Undaardmn The foregoing instrument was acknowledged before me this day of September 2000 by Mary R Bouterse, as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is ersonally known to me or who has produced as identification F 1103032 Emil Closing Documbnts\W train D d doc (Signature I person takmg acknowledgment) !}Z ,9 6c/,G9otaTr (Name of acknowledger/ typed printtee�d or stamped) -4 cji (Title Or rank) ! c c c 7c /J (Serial number it any) 01./ """" %Z"`° cCt- 7/-2jO 3 OLGA GUILARTE cQMMISMON r CC 676154 EXPIAFS Soplmnber 1 2001 BowledThm Notary Public. Uneenertera SEP-21-2000 THU 03 47 PM FAX NO P 05 EXHIBIT "A" Legal Description of Parcels 1 and 2 PARCEL 1 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly descnbed as follows Begin at the mtersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the East line of Feruwood Road as the same is shown on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 ot the Public Records of Mianu Dade County Flonda thence Northerly along the East line et said Femwood Road being also a circular curve to the right havinh a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for in arc distance of 203 55 feet to a point of compound curvature thence Northeasterly and Easterly along a circular curve to the nght having a radius of 25 00 feet and a central ankle of 83 degrees 00 minutes 04 seconds tor an arc distance of 36 22 feet to a point of tangency the same being a point on the South line of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South line of said West McIntyre Street for a distance ot 168 46 feet to a point thence South for a distance of 225 00 teet to a point on the South ]me of said Tract 4 of said MATHESON ESTATE KEY BISCAYNE thence West along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for 205 69 feet to the Point of Begmmng lyin and being to Secuon 5 Townslup 55 South Range 42 Eau Miami Dade County Florida Folio No 24 4232 001 0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATE KEY BISCAYNE according to the Plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Honda beim, more particularly described as follows Begin at the intersection of the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE with the West ]me of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as ieconicd in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West hue of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central elide of 08 degrees 54 minutes �4 seconds for an arc distance of 196 92 feet to a point of reverse curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a point of tangency thence due West along the South lme of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point en the South tine of said Tract 4 of MATHESON ESTATE KEY BISCAYNE thence due East along the South line of said Tract 4 of MATHESON ESTATE KEY BISCAYNE for a distance of 194 35 feet to the Point of BLginntnb lying and bemg m Secuon 5 Township 54 South Range 42 East Miami Dade County Honda Folio No 24 4232 001-0060 SEP-21-2000 THU 03 48 PM 09/20/00 WED 14 24 FAX 30o Soo 2323 FAX NO P 06 WEISS SEROTA & HELF}IA\ 0002 EXHIBIT "Bu Permitted Excsptmns 1 Taxes and assessments for the year 1999 and subsequent years which are not yet due and payable 2 All matters as shown on the Plat of MATHESON ESTATE KEY BISCAYNE, recorded m Plat Book 34 at Page 34 3 Declaration of Restricnous dated February 5, 1985 filed March 25 1985 m Official Records Book 12454 at Page 952 (Affects Parcel 1 only) 4 Covenant Running with the Land in favor of Metropolitan Dade County dated February 15 1989 filed March 8 19891n Official Records Book 14023 at Page 3387 (Affects Parcel 1 only) 5 Board Order No 97 49 of the Metropolitan Dade County Environmental Quality Control Board entered June 17, 1997 filed August 7, 1997 m Official Records Book 17743 at Page 4289 (Affects Parcel 1 and 2) 6 Existing unrecorded leases if any and all rights thereunder of the lessees and of any person claming by through or under the lessees NOTE All of the recording mformation contained herein refers to the Public Records of Miami -Dade County, Florida unless otherwise indicated. OP/14/0U 1HU 18 2.7 FAX 305 +154 2J24 IltiiSJ SfKU1A 6 HhLtMAN uj UU4 NINA L SO/44514E JAMIE ALAN COLE EDWARD G SUEDES STEPHEN J HELFMAN GILBER O PASTORZA JOSEPH 14 SEROTA RICHARD JAY WEISS DAVID N WOLPIN STEVEN W 2ELKOWI THOMAS ANSBRO LILLIAN ARANCO DE A 4102 PATRIC A M BALOTRA ALISON 5 BIELER MITCHELL A. BIERMAN WEISS SEAOTA HELFMSLN FAETORITk & GGTTFTIE 5a Fi t ATTORNEYS AT LAW MIAM DADE OFF CC 2666 SOUTH 9AYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0300 TELECOP ER (305) 854 2323 WWW WSM FLALAW COM BROWARD OFFICE 8111 GTtFI mw cnan flUITE 9 FORT LAUDERDALE FLORIDA 33312 TELEPHONt (954) 763 4242 TEL COPIER (954) 764 7770 OF COUNSEL September 14 2000 MITCHELL J OURN5TE N ELAINEM COHEN DOUGLAS R OONSA.LES JOHN R MERIN JR CHRISTOPHER KURT2 PETER A ICHTMAN KAREN LIEBERMAN BERNARD 5 HANDLER MARE E MATO NANCT RUBIN SAIL D SEROTA MI G SHPDIRD JEFFRE P SHEFFE NANCYE STROUD SUSAN L REVARTHEN DANIEL A. w !SS VIA FACSIMILE Chief Maid. ad J cluherty Acting Village Manager Village of Key Biscayne a7 wcamAuld , Key Biscayne Florida 33149 Purchare and Sale AgrelrIIlePa entered mto between lnomas 11 waiLdlth,, Rebogo Fred Reboza and MAIN Boutct 6, as Suedemot Fruited of J % criunl G Revocable Trust under Revocable Trust Agreement dated January 20 1989 at amended and modified (the Seller) and the Village of Key Biscayne (the-LNhllay 1 with an effective date of Jul 21 1999 as amended Dear Chief Flaherty I enclose a fax copy of the Fifth Amendment to purcnase and Sale Agreement (ths "Fifth Amendment ) which has been executed on behalf of the Seller Pursuant to the terms of the Fifth Amendment the closing date has been extended to September 21, 2000 The extension of the dosing date was previously authorized by the Villa e k and return Council Please e execute the Fifth Amendment on behalf of the Village m the pregenre nt the Villae fully executed copy to the undersigned via fax Pleats call me if you have env questions Very truly yours Elame M Cohen EMC jet End w/o enc ) ce Richard Jay Weiss Esq 103 032 09/14/00 la 18 28 FAX .305 654 4.32.3 -SEP- 3-00 10 17 FROM WICKER SMITH MIAMI ,L1' -O6 ?WO 1LD 04 43 1'll YYh15b 5CKOLA & 11tLFDlAt iYJUUJ ID 30544019107 PAGE 4/S rttA nv FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fifth Amendment to Purchase and Sate Agreement (thus 'Amendment ) is made as of the 71 day of September 2000, by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse, as Successor Trustees of the Charles 0 Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modtied and amended ( Seller ) and the Village of Key Biscayne a Florida municipal corporation, ( Purchaser ) WITNESSBTK WHEREAS Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21 1999 as amended by letter agreement dated September 17 1999 as further amended by First Amendment to Purchase and Sale Agreement dated as of Octobt.r 19' 1999, as further amended by Second Amendment to Purchase and Sale Agreement dated as of March 22 2000 as further amended by Third Amendment to Purchase and Sale Agreement dated as of Apnl 17 2000 as amended by Foortlt Amendment to Purchase and Sale Agreement dated as of July 17, 2000 (collectively the Contract ) WHEREAS, Purchaser and Seller have agreed to modify certain provisions of the Contract on the terms and conditions heremaftir set forth NOW THEREFORE in consideration of the mutual covenants contained herein and ut ceusrdetatton of Ten and No/100 ($10 00) Dollars and other good and valuable consrdt.rauon the receipt and sufficiency of which are hereby acknowledged, Purchases and Seller hereby agree as follows 1 Incorporation of Recital 'The above recitals are true and correct end are mcorporated herein as if set forth in full 2 General Provisions All defined terms in this Amendment shall have the same meaning as in the Contract except as otherwise noted Except as amended and =dined by this Amendment, all of the terms covenants conditions, and agreements of the Contract are hereby ratified and shall remain in full force and effect In the event of any conflict between the provisions of the Contract and the provisions of this Amendment this Amendment shall control 3 Closing Date The first sentence of Section 12 of the Contract as hereby deleted in its entirety and the following sentence is hereby substituted m its place. and stead Subject to sansfaction of all conditions to Closing the Closing shall be held during regular business hours on September 21 2000 7111 (lei 09/14/00 FUL 1M J0 Y&X JU5 $54 2J44 SSP-13-00 10 17 FROM WICKER SMITH MIAMI ,Lt Uu LUUU WLU UII 40 rn WEISS SI:I(ULA & .til:,L1 1AN ID 3054461997 Inn n, WJVV4 PAGE S/6 Witness Signature 4 No Waiver of Rights at R- „relies By the execution and delivery of this Amendment, neither Purcbaser nor Seller are waiving any rights or remedies they may have under the Contract, as amended by this Amendment 5 Counterparts Tits Amendment may be executed in separate counterparts It shall be fully executed when each party whose signature ts required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties of this Amendment Facsimile copies shall be deemed onginals IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the day and year first above written WITNESSES SELLER Fume Witty Signature OGG.9 6 v, G47-etrC Printed Name Witness Signature Witne Signature 046 6vi cnrei:. Printed Name Witness Signature Prmt�d;rfame!¢�� Witte si Signature C46., 6v., t f Printed Name 0;1+a Thomas i3 Wakefield Successor'distee of the Charles G Rebo Revocable Tnist under Revocable Trust Agreement dated January 20, 1989, as modified and amended Charles Fred Reboxo, u Successor Trustee of the Charles 0 Itebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989, as modified and amended itrlt� Xl�bi4.u- 2 Mary R. ffieliterse, as Successor Trustee of the Charles G Ribero Revocable Trust under Revocable Trust Agreement dated Tannery 20, 1989 as modified and amended 2 09 14/00 THU 18 41 FAX 405 854 4444 leA vuo S/o btt_14-1014 10 1? FKUM w11 -Kett SM11H niAMi SEP 06 1000 0 04 411 FM Attest Approved as to Legal form and sufficiency iiage Clerk 13y ROu---1/ Village Attorney F 1I0303i41St trnlSIFla A2aNIIMI NT TO MRCVSS MD SALE AtinaCENT 9 600.doc 3 ein 71P4{0A IMISJ JCi(U1A lk fY,L1'➢1AIN 11) 41 b44tl1 tl( 1 tlA 11U PURCHASER. VILLAGE OF KEY BISCAYNE a. Florida mumcipa! corporation )2644 V1!lags Manama r J Flaherty Acting WEISS SEROTA HELFMAN PASTORIZA & GUEDES, PA ATTORNEYS AT LAW LILLIAN ARANGO DE LA HOZ PATRICIA M BALOYRA MITCHELLA BIERMAN N NA L BONISKE ELAINE M COHEN JAMIE ALAN COLE DANIEL H COULTOFF MICHELLE M GALLARDO JENNIFER GOMBERG DOUGLAS GONZALES EDWARD G GUEDES STEPHENJ HELFMAN JO N R HERIN JR ROBERT W HOLLAND CHRIS OPHER F XURTZ GILBERTO PAS ORIZA MAYRA I RIVERA DELGADO NANCY RUBIN GAIL D SEROTA JOSEPH H SEROTA JEFFREY P SHEFFEL DANIELA WE SS RICHAR JAY WEISS DAVID M WOLPIN STEVEN W ZELKOWITZ VIA HAND DELIVERY Mr C Samuel Kissinger Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 MIAMI DADE OFFICE 2665° SOUTH BAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM July 23 1999 OROWARD OFFICE 1132 SOUTHEAST SECOND AVENUE FORT LAUDERDALE FLORIDA 33316 TEL PHONE (954) 763-4242 T L COPIER (954) 764 7770 OF COUNSEL Purchase and Sale Agreement to be entered into between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as amended and modified as Seller and the Village of Key Biscayne as Purchaser (the Purchase and Sale Agreement ) Dear Mr Kissmger I enclose one fully executed original Purchase and Sale Agreement Please note that the effective date of the Purchase and Sale Agreement is July 21 1999 winch is the date when the last one of Seller or Purchaser signed the Purchase and Sale Agreement We have retained one fully executed original of the Purchase and Sale Agreement for our files Please call me if you have any questions EMC/Jcc 10x032 Eno cc Richard Jay Weiss Esq (w/o enc ) Very truly yours eisunti /L Elaine M Cohen SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this Amendment ) is made as of the alZe day of March 2000 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Seller ) and the Village of Key Biscayne a Florida municipal corporation ( Purchaser ) WITNESSETH WHEREAS Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21 1999 as amended by letter agreement dated September 17 1999 as further amended by First Amendment to Purchase and Sale Agreement dated as of October 19t 1999 (collectively the Contract ) WHEREAS Purchaser and Seller have agreed to modify certain provisions of the Contract on the terms and conditions hereinafter set forth NOW THEREFORE m consideration of the mutual covenants contained herein and in consideration of Ten and No/100 ($10 00) Dollars and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller hereby agree as follows 1 Incorporation of Recital The above recitals are true and correct and are incorporated herein as if set forth m full 2 General Provisions All defined terms in this Amendment shall have the same meamng as in the Contract except as otherwise noted Except as amended and modified by this Amendment all or the terms covenants conditions and agreements of the Contract are hereby ratified and shall remain in full force and effect In the event of any conflict between the provisions of the Contract and the provisions of this Amendment this Amendment shall control 3 Closmg Date The first sentence of Section 12 of the Contract is hereby deleted in its entirety and the following sentence is hereby substituted m its place and stead Subject to satisfaction of all conditions to Closing the Closmg shall be held during regular business hours on April 17 2000 4 No Waiver of Rights or Remedies By the execution and delivery of this Amendment neither Purchaser nor Seller are waiving any nghts or remedies they may have under the Contract as amended by this Amendment IN WITNESS WHEREOF Purchaser and Seller have executed this Amendment as of the day and year first above written WITNESSES Wane Signature rnCo4 Cc» 4 -Melt Printed Name Witness Signature S is t,- c Gil n,vrr-- Panted Name With- e5 Signature OG6/fi- 6 v G t Printed Name Witness re cH-41 c Printed Name a, iviArt-- Witness Signature OIG» 6+/r Greif Printed Name Witness Signature ct+Cv4S tz. CIAAro\--- Printed Name age Clerk Approved as to legal form and sufficiency By �cw --va 6(3A -0A -- Village Attorney SELIiR Thomas H Wakefield fis Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Mary R B. erse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended PURCHASER VILLAGE OF KEY BISCAYNE a Florida mcipal corporation amuef issin I 1050i2\Agreemdnts\Second Amendment to Purchase and Sale Agreement 3 800 illage Manager 07/20/99 TIE 13 04 FAX 305 854 2323 WEISS SEROTA & HELFMAN Z002 L LL AN ARANGO DE LA HOZ PATRIC A M BALOYRA MITCHELL A BIERMAN N A L BON'S E AINE 14 COHEN JAMIE ALAN COLE DANIEL 14 COULTOFF MICHELLE M GALLARDO JENNIFER GOMBERG DOUGLAS R GONZALES EDWARD G GUEDES STEPHEN J HELFMAN JOHN R HERIN JR WEISS SEROTA HELFMAN PASTORIZA & GUEDES, PA ATTORNEYS AT LAW ROB W OL AND JILLA JARKESY CHRISTOPHER F KURTZ GILBERTO PASTORIZA NANCY RUBIN GAIL D SEROTA JOSEPH H SEROTA JEFFREY SHEFFEL DANIELA WEISS RICHARD JAY WEISS DAVID M WOLPIN STEVEN W ZELKOWITZ VIA FACSIMILE MIAMI DADC OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 554 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM July 20 1999 BROWARD OFFICE 1132 SOUTHEAST SECOND AVENUE FORT LAUDERDAL FLORIDA 33316 LE HON (954) 763-4242 TELECOPIER (954) 764 7770 OF COUNSEL Mr C Samuel Kissinger Village of Key Biscayne 85 West McIntyre Street Key Biscayne Honda 33149 Purchase and Sale Agreement to be entered into between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as amended and modified as Seller and the Village of Key Biscayne, as Purchaser (the Purchase and Sale Agreement ) Dear Mr Kissinger I enclose a revised page 32 of the Purchase and Sale Agreement changing the date for acceptance by the Village of Key Biscayne to July 23 1999 at 5 00 p m which change has been initialed by each of the Trustees Please substitute the enclosed changed page 32 in the original Purchase and Sale Agreement which was previously delivered to you Please call me if you have any questions EMC/Jcc 103032 Enc cc Richard Jay Weiss Esq (w/o enc ) Very truly yours )74 Elaine M Cohen JUL -20-SS 10 14 FROM WICKER SMITH MIAMI ID 3054411745 PAGE 1/2 Law Offices Of Wicker Smith Tutan 0 Hare McCoy Graham & Ford P A 5th Floor Grove Plaza Building 2900 Middle Street (S W 28th Terrace) Miami Florida 33133 (305) 448-3939 Fax (305) 441-1745 TELECOPIER TRANSMITTAL SHEET DATE July 20 1999 TO THOMAS H WAKEFIELD ESQUIRE TELECOPIER NO (305) 361 0118 FROM NICHOLAS E CHRISTIN ESQUIRE RE REBOZO ESTATE OUR FILE NO 41633 2 NUMBER OF PAGES (Including Cover Sheet) 2 REMARKS Please sign the attached and give it to Mr Kissinger CONFIDENTIAL AND PRIVILEGED The information contained in this facsimile message (and/or the documents accompanying it) is attorney priviteged and confidential information intended for the use of the individual or entity named above if the reader of this message is not the intended recipient or the employee or agent responsible to deliver it to the intended recipient you are hereby notified that any dissemination distribution or copying of this communication is strictly prohibited If you have received this communication in error please immediately notify the sender by telephone and return the ongmal message to Wicker Smith at the above address via the U 5 Postal Service at our expense Thank you 07/20/99 TEE 13 04 FAX 305 854 2323 WEISS SEROTA & EELFMAN 2003 20-99 10 03 FROM WICKER SMITH MIAMI ID 3054411745 PACE A CHARLES M&DEh](K hfttiLU hWC MU ,SS � mod! Jul 17 LJJi n� mrir a FROM KEY LAND CO FAR SO 305 3W 0099 7u1 19 1999 01 30PI1 P2 JUL *a -an 13 14 FROM WICKRE death HMAKI ID 30L4401y97 PACE 9/2 ppe i atembegniela late dr wan at an Mary amthrossbob den wit des" The my sups tit. tar but than &W 0a &a a re the I 4 nab annum to UIE� Pewee wban of at birpia benne* the peas as coahant Una ar et beet t arttuber shad Oaeafrscedm4. nays n—ebyhaUS Tbe elispabaaactW deny nu r by p tam! nod anonA A eman Paha hone�m� neatw a6 re but an Ian. at buts tie of my Sem* p yman i ale Dry pent Ad be added ta �' btt m suneathie _e ally a4Me beak.tens mail 1 tea dm>(raNd m. eana natq aad a pnea tbmogh Wart S ' dale wankel kr a tau stall fait es a pq tort ear adorn a dar.rai ra MC to flq ant brims 2t yl � rant se atleaen ape mtbte Aprr a, =i iiibtatilatks fi J - --t nilm � 7i<1sl --- i - i er aMq ZcUe did isAirs is ass' at ifira & aaaairapt hapietdm as Await fad tan apeeem taiadadakettne m...Y.� Skid ar tersemasthe arPeass..r_o lansana a0 d by to Arsons — ,v3 �anaslaf3 ig mats Aitaraaathtat anatedbaddeitattadb� ais o dm Sr "'b .� alp y Per at balk PI Itearrans at lbk at Oa 411Satre III Wit or reindet et Ode &SW ea PIS abet St Ss minims 1e the an at p c Agiamtat, alma air saki nkcwthe 'Medic bar ai'bhAtnea ete. Jamb 'arms irks a a randy eeeaa lac ru1iaaeuw at' - te ha Si a te5an t Roband n is ht Uwe otr irelbt wrmodlita tai am3 t ' ame Den la bent to %manse to T aide. aandosa a e asks 414 NA)* ladDio s tip 444 beell leanawl Vac aaeic tme ti 0 40, 335600,, Tioeail Stunt 33 2/2 07/20/99 TUE 13 05 FAX 305 854 2323 J/09 TUE 11 14 FAX 305 361 0118 niss SEROTA & FIELFHAN T WAKEIELD -'.JUL 20-b$ 10 14 FROM 1411 lHHhLC0 tRLUrlt1 LK i 1 'FM KEY t q'D CO JUL 1.11 95 12 79 PROM UICMPR Ln1TM maw 10 7061491.13') PAC WICKER 5MITM MIfMl KLLtitu rHA rN cu 30.+4411'45 yrp ("a0 W)t1t u PACE 17 Ar7J YJJ cor ri FAX HO 305 11$ 2099 Jul 19 1999 01 moll ! lova or YYe or ... Flirt dr Cara wit far kw ywmee to 's be eftba �1 7C q atsplaales as bcrea, ear of ids ' se ozday t� are teat Oe car maw to Ws re made sMai! nit [71G cang �4 Z141 nal& The Theilile ream, tau acts/ lo the avagreatut ieettepusred hone ea MI by des 1St= eira a�dagyamsg+�Bar ken deal ai !_trits frig Din orall Lovas halt lfut aol m air teen and �1a erq a dowel & it ars die thendoi pit at DV smea8m 'ataannrsakin sa41msd le Tea a aelhos au SimlLa►— .ra rain &at ! SW shit Ogres 2L23 is endee ecord too a1 a Ada N a as dss a! PA.mwe r sir aapt *3 allillealusi Is airesme-s -- 2�.N 3tkIs sooleaema dmwselgeJad MO.nSbDrr3F•�mr dJ!uNsummon assimcsambai r ratiltizaaave- 4. 1�s Asa_ of rbi —t i2 1 y dirt> li P2 71 2004 ft 003 2/2 MEMO vn PURCHASE AND SALE AGREEMENT THIS PURCHASE D SALE AGREEMENT (this Agreement ) is made and entered into as of the 7,1 day of. 1999 between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (hereinafter referred to as Seller ) and the Village of Key Biscayne a Florida municipal corporation (heremafter referred to as Purchaser ) WHEREAS Seller is the owner of two parcels of real property contatnmg approximately 2 068 acres in the aggregate located at 560 Crandon Boulevard Key Biscayne Miami Dade County Florida and more specifically described on Exhibit A attached hereto and made a part hereof and WHEREAS Purchaser desires to purchase and Seller desires to sell the Property (hereinafter defined) upon the terms and conditions hereinafter set forth NOW THEREFORE for and m consideration of the mutual covenants and promises contained herem and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged Purchaser and Seller agree as follows SECTION 1 DEFINITIONS For purposes of this Agreement each of the following terms when used herein with as initial capital letter shall have the followmg meaning 1 1 Affiliate A Person that directly or indirectly through one or more intermediaries controls is controlled by or is under common control with the Person m question For purposes of this definition the term "control" means the ownership of 50% or more of the beneficial interest or the votmg power of the controlled Person 1 2 BFI Lease That certain Commercial Lease between Key Land Company Inc as Lessor and Industrial Waste Service Inc now known as BFI as Lessee dated February 1 1995 1 3 Business Day Monday through Friday excluding bank holidays on which national banking associations are authorized to be closed 1 4 Closmg The Closing and consummation of the purchase and sale of the Property as contemplated by this Agreement 1 5 Closing Date (or Date of Closing) The date upon which Closing occurs 16 Condemnation Proceeding Any proceeding or threatened proceeding in condemnation eminent domain or wntten request in lieu thereof 1 7 Deed The statutory warranty deed of conveyance of the Land and Improvements from Seller to Purchaser 1 8 Dry Cleaner's Lease That certain Commercial Lease between Key Land Company Inc as Lessor and Pedro Orrego as Lessee dated April 1 1997 1 9 Earnest Money The funds to be paid by Purchaser to Escrow Agent pursuant to Section 3 hereof plus any mterest earned thereon 1 10 Effective Date The date when the last one of Seller or Purchaser has signed and initialed all changes to this Agreement 1 11 Environmental Report The environmental assessment audit to be conducted by Purchaser s environmental engineer at Purchaser s expense with respect to the Property certified and delivered to Purchaser 1 12 Environmental Requirement All laws statutes ordinances rules regulations orders codes licenses permits decrees judgments directives or the equivalent of or by any federal state or local governmental authority and relatmg to or addressmg the protection of the environment or human health 1 13 Escrow Agent Weiss Serota Helfman Pastonza & Guedes P A 1 14 Evidence of Authority Evidence of authority for the execution and performance of this Agreement by Seller mcludmg without limitation necessary resolutions authorizations and consents 1 15 Governmental Authority Any federal state county municipal or other entity authority commission board bureau court agency or any instrumentality of any of them 1 16 Hazardous Substances Any matenal or substance that whether by its nature or use is now or hereafter defined as hazardous waste hazardous substance pollutant or contaminant under any Environmental Requirement or which is toxic explosive corrosive flammable infectious radioactive carcmogemc mutagemc or otherwise hazardous and which is regulated under any Environmental Requirement or which is or contains petroleum gasolme diesel fuel or another petroleum hydrocarbon product 2 1 17 Improvements All buildings structures fixtures mcludmg without limitation all equipment and appliances used m connection with the operation and occupancy of the Improvements such as heating and air conditioning systems and facilities used to provide any utility services refrigeration trash disposal or other services and other improvements and facilities located on the Land 1 18 Insurance Requirements All terms of any existing insurance policy and all requirements of the issuer of any existing insurance policy applicable to or affecting the Property or any part thereof or any use or condition thereof 119 Intangible Property All intangible property owned by Seller and used m connection with or relating to the ownership use development operation management occupancy or maintenance of the Land including but not lmnted to the Permits and all public and private contract rights and development or usage rights of Seller with respect to the Land 1 20 Land The parcels of land being more particularly described on Exhibit A attached hereto and incorporated herem by reference and appurtenant easements thereto together with all of Seller s right title and mterest m and to all easements nghts of way strips and gores of land tenements hereditaments and appurtenances reversions remainders privileges licenses and other rights and benefits belongmg to running with or m any way relating thereto together with all right title and mterest of Seller (if any) m and to any land lymg m the bed of any street road or highway open or proposed m front of abutting or adjoining the Land 1 21 Leases The BFI Lease and the Dry Cleaner s Lease 122 Legal Requirement All laws statutes codes acts ordinances orders judgments decrees injunctions rules regulations permits licenses authorizations directions and requirements of all Governmental Authorities and quasi governmental authorities officials agencies and officers ordinary or extraordmary which now may be applicable to the Property or any use operation or condition thereof 123 Monetary Lien Any mortgage deed of trust security deed lien monetary judgment security interest past due tax or assessment or other smnlar encumbrance of a monetary nature against the Property or any portion of the Property 1 24 Operatmg Agreements All management service equipment supply security maintenance pest control equipment leases and other such agreements (and any amendments modifications or supplements thereto) with respect to or affecting the Property or any portion thereof (excluding the Permitted Exceptions) all as listed on Exhibit B hereto and also includmg any such contracts or agreements approved in writing by Purchaser after the date hereof 3 1 25 Owner's Title Pohcv An Owner s marketability policy of title insurance on the most current ALTA Form for the Property m the amount of the Purchase Price subject only to the Permitted Exceptions and containing such additional endorsements permitted under Florida title insurance regulations as reasonably requested by Purchaser 1 26 Permits All consents notices of completion environmental and utility permits and approvals authorizations variances waivers licenses permits certificates and approvals from any Governmental Authority or quasi governmental authority issued or granted with respect to the Property now or prior to Closmg 1 27 Permitted Exceptions Those matters identified or referred to m Section 5 5 and such other title exceptions as may hereafter be approved m writmg (or deemed to have been approved by Purchaser) subject to and m accordance with the terms and provisions of Section 5 herein 1 28 Person Any individual sole proprietorship partnership jomt venture trust unincorporated organization association corporation institution entity party or government (whether national federal state county city municipal or otherwise mcludmg without limitation any instrumentality division agency body or department thereof) 1 29 Personal Property The tangible personal property of Seller located on or used m connection with the Land or m the Improvements mcludmg but not lmnted to the property listed on Exhibit C attached hereto mcludmg any abstracts of title 1 30 Plans and Specifications The as built plans and specifications used m the construction of the buildings and other Improvements located on the Land (mcludmg driveways walkways landscaping and mechanical electrical and plumbing systems) 131 Property The following property 1 31 1 The Land 1 312 The Improvements 131 3 The Intangible Property 1 31 4 The Personal Property 1 31 5 The interest of Seller under the Survivmg Contracts the Warranties and the Permits 1 31 6 Seller s interest in the Leases and 4 1 31 7 The Records and Plans 1 32 Purchaser's Attorney Weiss Serota Helfman Pastonza & Guedes PA Attention Elaine M Cohen Esq Purchaser s Attorney s mailing address is 2665 South Bayshore Drive Suite 420 Miami Florida 33133 Telephone (305) 854 0800 Telecopier (305) 854 2323 1 33 Real Property The Land and the Improvements 1 35 Records and Plans All books records and documents maintained by Seller or compiled by or at the request of Seller and m the possession or control of Seller specifically relating to the ownership use development operation management occupancy or maintenance of the Property mcludmg without limitation (i) the Plans and Specifications and (n) all records pertaining to the ongoing maintenance use and operation of the Property 1 36 Rent Rental shall include but not be limited to all base rent mzmmum rent additional rent percentage rent common area maintenance charges taxes insurance operating expenses parkmg fees and any other payments for miscellaneous services performed by Seller under the Leases 1 37 Seller's Attorney Wicker Smith Tutan 0 Hara McCoy Graham & Ford P A Attention Nicholas E Chnstm Esq Seller s Attorney s mathng address is 5th Floor Grove Plaza Building 2900 Middle Street (S W 28th Terrace) Miami Florida 33133 Telephone (305) 448 3939 Telecopier (305) 441 1745 1 38 Submission Documents The diligence items to be delivered to Purchaser pursuant to Section 9 hereof 1 39 Survey An updated survey of the Property satisfactory m all respects to Purchaser prepared by a licensed surveyor m the State of Flonda certified as meetmg the minimum standards for survey m the State of Honda The Survey shall (i) show the square footage and acreage of the Land (n) show the location of all the improvements utility and other lines and easements either visible or recorded and the recordmg references of all the recorded easements shown on the Title Commitment (m) show the elevation and flood zone information and (iv) contain such other items as may be reasonably required by Purchaser 1 40 Surviving Contracts Those Operatmg Agreements which Purchaser does not elect to cancel and agrees to assume (by wntten notice to Seller prior to the Termination Date) if legally transferable and assumable m accordance with the terms thereof 1 41 Termination Date The date which is sixty (60) days after the Effective Date 5 142 Title Commitment The commitment for title insurance to be obtained by Purchaser pursuant to Section 5 below 1 43 Title Company Chicago Title Insurance Company Lawyers Title Insurance Corporation or such other nationally recognized title insurance company licensed to write title insurance m the State of Florida which is approved by Purchaser 1 44 U C C Report A report detailing the results of a search of all personal property records in which a security interest hen or encumbrance affectmg any portion of the Property may be located 1 45 Warranties All guarantees warranties and mdemnities existing now or prior to Closing relating to the Property SECTION 2 PURCHASE AND SALE Purchaser shall purchase the Property from Seller and Seller shall sell convey transfer and assign the Property to Purchaser subject to and in accordance with the terms and conditions of this Agreement SECTION 3 EARNEST MONEY Within five Business Days after the Effective Date Purchaser shall deposit in escrow with the Escrow Agent $1 000 00 as Earnest Money to be delivered to Seller at Closing and applied as a credit against the Purchase Price (as defined below) at Closing Escrow Agent shall hold and disburse the Earnest Money m accordance with the terms of this Agreement Escrow Agent shall use its good faith efforts to mvest the Earnest Money m an interest-bearmg account of a financial institution which shall be satisfactory to Seller and Purchaser Purchaser and Seller agree to sign all forms and reports reasonably required m connection with the holding and mvestmg by Escrow Agent of the Earnest Money For purposes of reporting earned interest with respect to the Earnest Money Purchaser s Federal tax identification number is 65 0236174 and Seller s Federal tax identification number is 65 6272703 SECTION 4 PURCHASE PRICE The purchase pnce for the Property shall be Three Million Two Hundred Fifty Five Thousand Five Hundred and No/100 Dollars ($3 255 500 00) (herein referred to as the Purchase Price") The entire Purchase Price less the amount of the Earnest Money and subject to adjustments and prorations as herein provided shall be due and payable by cashier s check or in immediately available funds by wire transfer at Closmg 6 SECTION 5 TITLE/SURVEY Title to the Property shall be good and marketable and insurable fee simple title in an amount of the Purchase Price at no more than the Title Company s ordinary or promulgated rates for the Owner s Title Policy Seller shall deliver such affidavits and agreements as may be reasonably required by the Title Company m order to issue the Owner s Title Policy m accordance with this Agreement 5 1 Examination of Title Within five (5) Business Days of the Effective Date Seller shall deliver to Purchaser s attorney Seller s existing abstracts covering the Property Purchaser may at Seller s expense either (i) have the abstract continued and brought current to a date not earlier than the Effective Date or (n) obtain (a) a computer title search from the Title Company updating title from the date of the abstract and (b) a status of title report from the Title Company with respect to the Property (the STAR Report ) Purchaser may obtain at Purchaser s expense an ALTA marketability title insurance commitment (the Title Commitment ) issued by the Title Company covering the Land pursuant to which the Title Company agrees to issue the Owner s Title Policy to Purchaser The cost of the Title Commitment and the Owner s Title Policy shall be paid by Purchaser 5 2 Survey Withm five (5) days of the Effective Date Seller shall provide Purchaser with a copy of any existing survey of the Property in Seller s possession At Purchaser s option Purchaser may obtain the Survey If Seller s provides Purchaser with an existing survey of the entire Property then the cost of the Survey shall be paid by Purchaser otherwise Purchaser and Seller shall each pay one half (1/2) of the cost of the Survey 5 3 Seller's Trust Agreement Withm ten (10) days of the Effective Date Seller shall cause to be delivered to the Title Company a certified copy of all or such portions of Seller s Trust Agreement as shall be required by the Title Company 5 4 U C C Report Seller shall cause to be delivered to Purchaser copies of the U C C Report within fifteen (15) days of the Effective Date 5 5 Permitted Exceptions The sale of the Property shall be subject to the following 5 5 1 The hen of all ad valorem real estate taxes for the fiscal year in which Closing occurs subject to proration as herein provided and 5 5 2 Any items shown on the Title Comiitment and approved by Purchaser m accordance with Section 5 6 below The above items described m this Section 5 5 are herem collectively referred to as the "Permitted Exceptions 7 5 6 Objections to Title/Survey Purchaser shall be entitled to object m its reasonable discretion to any exceptions to title disclosed m the Title Commitment and/or matters shown on the Survey until the Termination Date by written notice to Seller of any objections to the Title Commmtment and the Survey In the event that Purchaser shall so object to the Title Commitment and/or the Survey Seller shall have fifteen (15) Business Days after receipt of such notice to cure Purchaser s objections to Purchaser s satisfaction or to obtain affirmative title insurance protection acceptable to Purchaser for such objections In the event Seller is unwilling or unable to so cure such objections or to obtain affirmative title insurance protection acceptable to Purchaser for such objections within such period Purchaser may (i) waive such objections (u) give Seller additional time m wntmg to cure such objections (in which event the Closing shall be delayed for an equivalent period of tune) or (m) terminate this Agreement by written notice to Seller m which event the Earnest Money shall be immediately returned to Purchaser and neither Purchaser nor Seller shall have any further obligations hereunder except obligations that expressly survive the termmation of this Agreement 57 Cure of Monetary Liens Notwithstanding Section 5 6 above if the Title Commitment reveals the existence of a Monetary Lien then Seller shall pay any amount due m satisfaction of each such Monetary Lien as to the Property only (or subject to Purchaser s reasonable approval otherwise cause the same to be removed as an exception in the Title Commitment) which amount at the option of Seller may be paid from the proceeds of the Purchase Pnce at Closmg If one or more Monetary Liens have not been satisfied before the Closing Date then Purchaser and Escrow Agent are hereby authorized to satisfy such Monetary Liens from the proceeds of the Purchase Price at Closmg 5 8 Estate Tax Liens Within ten (10) days of the Effective Date Seller shall apply for the releases of all Federal and Florida estate tax hens affecting or encumbering the Property or any portion thereof (the Estate Tax Releases ) Seller shall obtain the Estate Tax Releases on or before the date which is ninety (90) days after the Effective Date 5 9 Purchaser's Right to Termmate If any title matter other than a matter disclosed in the Title Commitment or the Survey arises or becomes known to Purchaser subsequent to the date of the Title Commitment (a "New Title Matter") and such New Title Matter (a) is a Monetary Lien or (b) was created or consented to by Seller then Seller shall cure the New Title Matter at Seller s expense on or before Closing If the New Title Matter is not a Monetary Lien or was not created or consented to by Seller then Seller shall have until the earlier of (i) five (5) Business Days of Seller s receipt of written notice thereof or (u) the Closing Date within which to cure the same or to obtain affirmative title insurance protection acceptable to Purchaser for such matter and if such New Title Matter is not cured withm such period then Purchaser may at its sole option exercised by wntten notice to Seller withm five (5) Business Days following the expiration of the five (5) Business Day cure period either (i) terminate this Agreement and receive a refund of the Earnest Money or (u) elect to close subject to such New Title Matter In the event of termination neither party hereto shall have any further rights obligations or liabilities hereunder except to the extent that any right obligation or liability set forth herein expressly survives termmation of this Agreement 8 5 10 Extension of Closing Date The Closmg Date shall be automatically extended to allow all time periods specified m this Section 5 to expire SECTION 6 SELLER'S REPRESENTATIONS AND WARRANTIES Seller represents and warrants to Purchaser and covenants and agrees with Purchaser on and as of the date hereof to be certified to Purchaser on or as of the Closmg as follows 6 1 Title Seller is the fee simple owner of the Land and Improvements free and clear of all encumbrances except for the Permitted Exceptions (without modification ansmg with regard to Purchaser s rejection or disapproval of any of the items pursuant to this Agreement) 6 2 Organization, Power and Authority Seller is an irrevocable trust duly formed validly existmg and in good standing under the laws of the State of Florida Seller is to the extent required by law duly qualified to do busmess in the State m which the Property is located and has all necessary power to execute and deliver this Agreement and perform all its obligations hereunder The execution delivery and performance of this Agreement by Seller (i) has been duly and validly authorized by all necessary action on the part of Seller (u) does not conflict with or result in a violation of the Revocable Trust Agreement of the Charles G Rebozo Revocable Trust dated January 20 1989 as modified and amended or any judgment order of decree of any court or arbiter m any proceeding to which Seller is a party and (m) does not conflict with or constitute a breach of or constitute a default under any contract agreement or other instrument by which Seller or the Property is bound or to which Seller is a party 6 3 No Confhct with Laws The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder will not conflict with or result in a breach of any order judgment wnt injunction or decree of any court or governmental instrumentality 6 4 No Bankruptcy Seller is not a party to any voluntary or involuntary proceedings under any applicable laws relating to the insolvency bankruptcy moratorium or other laws affecting creditors nghts to the extent that such laws may be applicable to Seller or the Property 6 5 No Litigation Seller is not a party to or affected by any litigation administrative action investigation or other governmental or quasi governmental proceeding which would or could have an adverse effect upon the Property or upon the ability of Seller to fulfill its obligations under this Agreement There are no lawsuits administrative actions governmental investigations or similar proceedmgs pending or threatened against or adversely affecting the Property or any portion thereof or any interest therein 6 6 Personal Property (i) The Property is equipped and furnished with all those items of Personal Property hsted on Exhibit C attached hereto and (u) no items of Personal Property owned by Seller shall be removed from the Property prior to the Closing All such items of 9 Personal Property are owned outright by Seller free and clear of any security interest hen or encumbrance 6 7 No Notices of Deficiency Seller has not received any notice nor does Seller have any actual knowledge that the holder of any mortgage or deed of trust encumbering any of the Property or any portion thereof or interest therein or any insurance company which has issued a policy with respect to any of the Property or any board of fire underwriters (or other body exercising similar functions) claims or intends to claim any defect or deficiency in the Property (that has not been corrected) or requires or mtends to require the performance of repairs alterations or other work to the Property as a condition to forego any premium rate increase cancellation or other potential policy change and Seller subject to the right to contest any such claim or requirement agrees to comply with any such notice at Seller s cost if any such notice is issued prior to the Closmg Date 6 8 Permits All Permits and approvals required for the lawful operation use and occupancy of the Property as it is currently being used operated and occupied have been issued and paid for and are in full force and effect 6 9 Legal Requirements The construction operation and use of the Real Property is in compliance with the zoning subdivision or building codes and all other Legal Requirements 6 10 Compliance None of the Property is m violation of any Legal Requirements or Insurance Requirements 6 11 No Violations There are no presently outstanding and uncured notices of any violations of any Legal Requirements or Insurance Requirements and to Seller s actual knowledge no Person capable of issuing such notice of violation has threatened to issue a notice of violations 6 12 Insurance The Property is and until Closing shall be insured against casualty on a full replacement cost basis (excluding land and foundation) by one or more msurance policies maintained by Seller Seller has not received any written notice from the respective insurance carriers which issued any of such insurance policies stating that any of the policies or any of the coverage provided thereby will not or may not be renewed or that the premiums therefor will be or may be increased As of the Closing Date Purchaser shall arrange for its own insurance coverage for the Property 6 13 Tax Parcels Each of the parcels constituting the Land is assessed as a separate tax lot or tax parcel independent of any other parcels or assets not bemg conveyed hereunder each of the parcels constitutmg the Land has been validly finally and unappealably subdivided from all other property for conveyance purposes There are no pending contests or appeals with respect to (i) the assessed value of the Property for ad valorem taxation purposes or (n) the amount of any ad valorem taxes levied against or paid with respect to the Property 10 6 14 Utihties All public utilities (including without limitation sanitary sewer storm sewer electricity gas water and telephone) required for the operation of the Property or any part thereof are installed and operating and have been accepted by such utility company or governmental authority All installation and connection fees tie in charges impact fees tap on permit and other fees with respect to the utilities or facilities now serving the Property including but not limited to water sewer electric telephone and gas have been fully paid except for monthly utility service bills which will be paid prior to delmquency Seller has not received any complaint or claim with respect to storm water flow from any owner of adjacent property or otherwise All such public utilities either enter the Land through adjoining public streets or if they pass through adjoining private land do so in accordance with valid and recorded public easements or private easements which inure to the benefit of Purchaser 6 15 Condemnation To Seller s actual knowledge there are no proceedings pendmg or threatened against or affecting the Property or any portion thereof or interest therein m the nature of or in lieu of condemnation or eminent domain proceeding 6 16 Assessments Seller has no actual knowledge and Seller has not received written notice of any assessments by a public body whether mumcipal county or state imposed contemplated or confirmed and ratified against any of the Property for public or private improvements which are now or hereafter payable 6 17 Contractors All contractors subcontractors architects matenahnen laborers supphers and other parties who have performed or furnished work labor materials equipment or supplies or have labored on the Property to make improvements thereon or otherwise to improve the Property are paid m full and there are no unpaid clangs related to work that has been completed or is m progress 618 No Hazardous Substances on Property Seller has not caused Hazardous Substances to be discharged disbursed released stored treated generated disposed of or allowed to escape on in or under the Property in a manner which violates any Legal Requirements regulating such substances and to the best of Seller s knowledge no other Person has caused Hazardous Substances to be discharged disbursed stored treated generated or allowed to escape on in or under the Property No asbestos or asbestos eontammg materials have been installed used incorporated into or disposed of on the Property by Selier or to the best of Seller s knowledge by any other Person No PCBs have been located on or in the Property whether in electrical transformers fluorescent light fixtures with ballasts cooling oils or otherwise by Seller or to the best of Seller s knowledge by any other Person No underground storage tanks are currently located on at or under the Property To best of Seller s knowledge except for that certain Site Rehabilitation Completion Order dated November 27 1995 issued by the Florida Department of Environmental Protection no mvestigation administrative order consent order or agreement litigation or settlement with respect to Hazardous Substances is proposed threatened anticipated or m existence with respect to the Property The Property has not previously been used as a landfill a cemetery or a dump for garbage or refuse by Seller or any of its Affiliates or to the best of Seller s knowledge by any other Person Seller hereby 11 agrees to indemnify protect defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council members admunstrative officials agents employees successors and assigns from and against any and all claims damages losses liabilities costs and expenses (including reasonable attorneys fees) arising from or relatmg to the presence of any Hazardous Substances or underground storage tanks at on or under the Property prior to the Closing Date and for any violation or breach of the foregoing representation and warranty The indemnities contained m this subsection 6 18 shall survive the Closing hereunder and any termination of this Agreement 6 19 No Rights to Purchase Except for this Agreement Seller has not entered into and has no actual knowledge of any agreement commitment option right of first refusal or any other agreement whether oral or written with respect to the purchase assignment or transfer of all or any portion of the Property which is currently m effect 6 20 Operating Agreements Seller has delivered to Purchaser true complete and correct copies of all Operating Agreements with respect to or affecting the Property or any portion thereof A complete listing of all Operating Agreements is attached hereto as Exhibit B There are no agreements contracts or undertakmgs affecting the Property except the Operating Agreements and the Permitted Exceptions The Operating Agreements are m full force and effect and as of the Closing Date the Survivmg Contracts will be m full force and effect Neither Seller nor to the actual knowledge of Seller any other party to any of the Operatmg Agreements is m default thereunder and no event or omission has occurred which with the giving of notice or lapse of time or both would constitute a default thereunder There are no restrictions upon Seller s ability to assign all of its right title and interest to the Operatin• Agreements to Purchaser at Closing All Operatmg Agreements which are not Surviving Contracts shall be terminated by Seller effective no later than the Closing Date and Seller shall pay any penalty or premium due in connection therewith 6 21 No Latent Defects To Seller s actual knowledge the Improvements are structurally sound the roof is free of leaks and in good condition and the Property has no hidden or latent defects 6 22 Systems, Fixtures and Appliances All plumbing fire protection, alarm heating ventiiatmg air conditioning electrical public and private utility sewer septic and other waste and other systems and all fixtures and appliances (including without limitation trade fixtures) mcluded in the Property are m good working order and free of deferred maintenance 6 23 Parties m Possession Other than (i) the tenant under the Dry Cleaner s Lease (the Dry Cleaning Tenant ) and (n) the tenant under the BFI Lease (the BFI Tenant) there are no parties in possession of any portion of the Land as lessees tenants at sufferance or trespassers 6 24 Dry Cleaner's Lease The Leases are the only existing leases with respect to the Real Property The Dry Cleaner s T P2 se is in full force and effect as of the date hereof A true and correct copy of the Dry Cleaner s Lease mcludmg all amendments exlubits and modifications thereto is attached hereto as Exhibit I 1 The Dry Cleaner s Lease is a month -to 12 month lease The Dry Cleaning Tenant does not have any nght to renew or extend the term of the Dry Cleaner s Lease nor any interest m the Property other than a leasehold possessory interest Other that the Leases there are no contracts or obligations between Seller and tenants either oral or written Neither Seller nor the Dry Cleaning Tenant is in default under the Dry Cleaner s Lease and no event has occurred that with the giving of notice or the passage of time or both would constitute a default under the Dry Cleaner s Lease The Dry Cleaning Tenant does not have any offsets defenses claims or causes of action against Seller The Dry Cleanmg Tenant is not contesting any amounts payable by it under the Dry Cleaner s Lease The Dry Cleaning Tenant has furnished an insurance certificate to Seller indicating that the insurance coverage required by the Dry Cleaner s Lease is m full force and effect The amount of the security deposit under the Dry Cleaner s Lease is $1 500 00 and Seller is in possession of such security deposit 6 25 BFI Lease The BFI Lease in full force and effect as of the date hereof A true and correct copy of the BFI Lease mcludmg all amendments exhibits and modifications thereto is attached hereto as Exhibit I 2 The BFI Lease is a month to month lease The BFI Tenant does not have any right to renew or extend the term of the BFI Lease nor any interest in the Property other than a leasehold possessory interest Neither Seller nor the BFI Tenant is in default under the BFI Lease and no event has occurred that with the giving of notice or the passage of time or both would constitute a default under the BFI Lease The BFI Tenant does not have any offsets defenses claims or causes of action against Seller The BEI Tenant is not contesting any amounts payable by it under the BFI Lease The BFI Tenant has furnished an insurance certificate to Seller indicating that the insurance coverage required by the BFI Lease is in full force and effect The amount of the security deposit under the BFI Lease is $2 130 00 and Seller is in possession of such security deposit The square footage of the premises demised under the BFI Lease is 20 feet by 8 feet 6 26 Performance of Landlord's Obhg_ations All work required to be performed by the Seller as landlord under the Leases and all other obligations of the landlord to be performed thereunder have been fully performed and paid for in full or will be fully performed and paid for on or before the Closing Date All the representations on the part of the landlord contained in the Leases are true and correct The Seller as landlord has not waived any default under the Leases 6 27 Dry Cleaner's Rent The Rent and other charges presently being collected by the Seller under the Dry Cleaner s Lease is $1 500 00 per month plus 6 5% sales tax in the amount of $97 50 per month The Dry Cleaning Tenant is not entitled to any free rent concessions rebates or refunds with respect to or on account of the Dry Cleaner s Lease The Dry Cleaning Tenant has not paid any Rents or other charges for more than one month in advance 6 28 BFI Rent The Rent and other charges presently being collected by the Seller under the BFI Lease is $2 000 00 per month plus 6 5% sales tax in the amount of $130 00 per month The BFI Tenant is not entitled to any free rent concessions rebates or refunds with respect to or on account of the BFI Lease The BFI Tenant has not paid any Rents or other charges for more than one month m advance except for the last month s Rent m the amount of $2 130 00 13 6 29 Leases Unencumbered The Leases and none of the Rent payable thereunder have been assigned pledged or encumbered by Seller 6 30 No Leasing Coinnussions No brokerage or leasing commissions (including any renewals or residuals) or other compensation are due or payable to any Person with respect to or on account of the Leases 6 31 Sales Tax All sales tax required to be or collected by Seller m the operation of the Real Property has been collected and paid to the appropriate Governmental Authority through a current date 6 32 Entrances and Exits All current curb cuts entrances and exits to the Real Property are lawful and permitted 6 33 Access There is permanent vehicular and pedestrian egress from and egress to the Land over public roads that about the Land 6 34 No Commitments to Dedicate Property No commitments or agreements have been or will be made to any governmental authority utility company school board church or other religious body any homeowners or homeowners association or any other organization group or individual relating to the Land which would impose an obligation upon Purchaser to make any contributions or dedications of money or land to construct install or maintain any improvements of a public or pnvate nature on or off the Land or otherwise impose liability on Purchaser 6 35 Adverse Conditions Seller has no actual knowledge of any adverse fact relating to the physical condition of the Land which has not been specifically disclosed m writing to Purchaser mcludmg without lmutation adverse soil conditions 6 36 Unrecorded Agreements Restricting Use of the Property Seller has not nor to Seller s actual knowledge has any predecessor in title executed or caused to be executed any document with or for the benefit of any Governmental Authority restncting the development use or occupancy of the Property that is not recorded m the land records of the county in which the Land is located or has not been specifically disclosed in writing to Purchaser 6 37 Submission Documents All Submission Documents delivered or made available or to be delivered or made available to Purchaser pursuant to this Agreement are or upon submission will be complete accurate true and correct in all material respects 6 38 Wrongful Act Seller has not undertaken any knowingly wrongful action and shall indemnify defend and hold harmless Purchaser from and agamst any action or cIaim of third parties arising out of Seller s actions 14 6 39 Disclosure No statement warranty or representations by the Seller contains an untrue statement of matenal fact or omits to state a material fact necessary in order to make the statements made in fight of the circumstances under which such statements are made not rnisleadmg 6 40 Survival The foregoing representations warranties covenants and agreements of Seller in this Section 6 shall survive the Closing or termination of this Agreement 6 41 Actual Knowledge As used in this Agreement or in any Exhibit attached hereto any reference to actual knowledge shall with respect to Seller mean the actual knowledge of Seller and its trustees agents officers and employees who have any association with the ownership or management of the Property SECTION 7 PURCHASER'S REPRESENTATIONS AND WARRANU'UES Purchaser represents and warrants to Seller that the following facts and conditions exist and are true as of the date hereof and shall exist and be true as of the date of the Closmg 71 Purchaser is validly formed municipal corporation m good standing organized and existing under the laws of the State of Flonda and has all requisite power and authority to purchase the Land and to enter into and perform its obligations hereunder SECTION 8 SELLER'S COVENANTS From and after the date hereof through and minding the Closmg Date Seller agrees as follows (each of which covenants is a condition to Purchaser s obligations to close under this Agreement and must be satisfied by Seller or waived by Purchaser m writing prior to Closing) 8 1 Inspection of Property Seller will allow Purchaser and its agents and contractors to enter upon the Property for any purpose m connection with Purchaser s proposed purchase use and operation of the Property 8 2 Management Prior to Closing Between the date of this Agreement and the Closing Date (a) Seller shall mamtam manage and operate the Property m the customary course of business committing or permitting no waste thereto such that at the time of the Closmg the Property shall be m substantially the same physical condition as on the date of Seller s execution of this Agreement ordinary wear and tear excepted and (b) unless Purchaser has given its prior written consent Seller shall not make any changes to or alterations of the Property except to perform emergency repairs (regarding which Purchaser shall be promptly advised m wntmg) and any other work having Purchaser s prior wntten approval 8 3 Notices Seller shall promptly upon Seller s obtaining knowledge thereof provide Purchaser with a written notice of any event which has an adverse effect on the operation or physical condition of the Property 15 8 4 Notices of Violation Promptly after Seller obtams actual knowledge or upon receipt of written notice thereof Seller has provided or shall provide Purchaser with written notice of any violation of any Legal Requirements or Insurance Requirements affecting the Property any service of process relating to the Property or which affects Seller s ability to perform its obligations under this Agreement or any other correspondence or notice received by Seller which has or has the potential to have an adverse effect on the Property 8 5 New Operating Agreements After execution of this Agreement by Purchaser Seller shall not enter into any new agreements contracts or undertakings affecting the Property or cancel modify extend or renew any Operatmg Agreement nor waive any default under or accept any surrender of any Operating Agreement without the prior written consent of Purchaser which consent may be given or withheld m Purchaser s sole and absolute discretion Seller shall subinit to Purchaser a copy of such proposed agreement together with such information regardmg the proposed agreement as is reasonably available to Seller and as Purchaser may reasonably require If Purchaser fails to respond to any requests for approval of such an agreement within ten (10) Busmess Days after notice from Seller Purchaser shall be deemed to have given its approval to such agreement and within five (5) days thereafter Seller shall provide Purchaser with a certified copy of the fully executed instrument Upon approval (or deemed approval) of such agreement the same shall thereupon be included within the definition of Operating Agreements" set forth herem 8 6 Leases Seller shall not modify or amend any of the Leases or enter into any lease of the Real Property or any portion thereof without the pnor written consent of Purchaser which consent may be given or withheld m Purchaser s sole and absolute discretion 8 7 Notification of Change of Circumstances Seller shall provide Purchaser with written notice of any transaction or occurrence prior to Closing which could make any of the warranties representations covenants and agreements of Seller under this Agreement not true with the same force and effect as if made on or as of the date hereof 8 8 Seller's Cooperation If requested by Purchaser Seller will promptly execute all petitions applications easements plats site plans waivers of plats and other documents which Purchaser may reasonably request and otherwise reasonably cooperate with Purchaser m connection with Purchaser obtammg or granting any permit plat waiver of plat site plan approval easement nght-of way dedication rezonmg right of -way deed variance or other administrative authorization required for Purchaser s proposed development of the Real Property 8 9 Survival Any claim for breach of the covenants contained m this Section 8 shall survive the Closing SECTION 9 PURCHASER'S DUE DILIGENCE AND INSPECTION OF PROPERTY 9 1 Documents to be Dehvered by Seller Commencmg five (5) days after the Effective Date Seller shall provide to Purchaser copies of all documents records reports 16 studies data and information relating to the Property m Seller s control or possession including without limitation the Operatmg Agreements any existmg tests surveys title policies licenses permits engmeermg and/or environmental analyses soil test bonngs Records and Plans Warranties Permits and tax bills (the Submission Documents ) 92 Inspection of Property Purchaser or its appointed agents or independent contractors shall have at all reasonable tunes prior to the Closing the privilege of going upon the Land and in the Improvements at Purchaser s sole cost and expense to inspect examine test investigate appraise and survey the Property including without limitation soils and environmental tests and inspections In exercismg the privileges granted pursuant to this subsection 9 2 Purchaser shall substantially restore the Property to the condition existing prior to such activities on the Property In consideration of Purchaser s right to inspect the Property as described in this subsection 9 2 subject to the provisions and monetary limitations of Section 768 28 Florida Statutes Purchaser agrees to indemnify defend and hold Seller harmless from any actions suits liens claims damages expenses losses and hability for damage to personal property or personal mjury ansmg from or attributable to any acts performed by Purchaser or its appointed agents or independent contractors m exercising Purchaser s nghts under this subsection 9 2 (mcluding without limitation any rights or claims of materialmen or mechanics to liens on the Property but excludmg any matter to the extent arising out of the negligence or misconduct of Seller) This agreement to indemnify Seller shall survive the Closmg and any termmation of this Agreement 9 3 Conditions Precedent/Termination Right In addition to any other termination right or other remedy specified herem and notwithstanding any provision of this Agreement which may be mterpreted to the contrary if Purchaser is dissatisfied for any reason and in Purchaser s exclusive judgment with the results of Purchaser s mvestigation and study of the Property then Purchaser may terminate this Agreement by notifymg Seller or Seller s Attorney of such termination on or before the 5 00 pm on the Termination Date whereupon the Earnest Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any further rights obligations or habihties hereunder except to the extent that any right obligation or liability set forth herein expressly survives termination of this Agreement SECTION 10 PURCHASER'S ADDITIONAL CLOSING CONTINGENCY Purchaser s obligation to close the transaction contemplated by this Agreement and purchase the Property is expressly subject and contmgent upon Purchaser obtaining on or before the Termination Date all final non appealable governmental approvals and exercises of authority of Governmental Authonties mcludmg without limitation approval by Council of the Village of Key Biscayne and any referendum (collectively the Governmental Approvals ) to purchase the Property and finance the acquisition thereof Purchaser shall have up to and mcludmg the Termination Date to obtam any and all Governmental Approvals If Purchaser does not obtam the Governmental Approvals on or before the Termination Date then Purchaser shall have the right to (i) terminate this Agreement by notifying Seller or Seller s Attorney of such ternnnation on or before the Termination Date or (u) 17 waive this contingency If this Agreement is terminated by Purchaser the Earnest Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any further rights obligations or liabilities hereunder except to the extent that any right obligation or liability set forth herein expressly survives termination of this Agreement Seller consents to Purchaser processing the necessary Governmental Approvals and agrees at Purchaser s request to execute any reasonable documentation necessary or appropriate in connection with Purchaser obtaining the Governmental Approvals SECTION 11 COVENANT RUNNING WITH THE LAND At Closing Purchaser agrees to execute a Covenant Running with the Land (the Name Display Covenant ) substantially m the form of Exhibit K attached hereto providing that the name C G Bebe Rebozo shall be displayed on a sign or monument engraved or displayed by other means (the Name Display ) on one of the prmiary municipal buildings Intended to be constructed at the Property (i e by means of example only and not by means of limitation a fire station commumty center police station or Village Hall) or if a primary municipal building is not constructed at the Property then at the courtyard or plaza mtended to be located at the Property The Name Display shall not be placed on such primary mumcipal building courtyard or plaza as selected by Purchaser until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure acts of god fire or other casualty repairs restoration renovation alteration or causes beyond the control of Purchaser Notwithstanding anything to the contrary contained in the Name Display Covenant if after construction and completion of the primary municipal building courtyard or plaza upon which the Name Display is located such primary municipal buildmg courtyard or plaza is wholly or partially destroyed and Purchaser does not elect to rebuild restore or repair such pnmary mumcipal building courtyard or plaza then Purchaser shall not be obligated to replace the Name Display thereon The mnnmum size of the Name Display shall be twenty four (24) square feet (the Required Mmmmum Size ) If the Name Display is placed on a primary municipal buildmg then the Name Display shall be visible from the front entrance thereof (the Buildmg Visibility Requirement) If a primary municipal building is not constructed at the Property and the Name Display is placed at the courtyard or plaza mtended to be located at the Property then the Name Display shall be placed m a promment location at such courtyard or plaza (the Courtyard/Plaza Visibility Requirement) Provided that the Name Display is the Required Minimum Size and the Buildmg Visibility Requirement or Courtyard/Plaza Visibility Requirement as applicable is met the size, location lettermg and design of the Name Display shall be determmed and selected by Purchaser m its sole discretion The Name Display Covenant shall automatically terminate on the date that the Property is no longer owned by Purchaser If the Property is no longer owned by Purchaser and the Name Display Covenant is thereby terminated then Purchaser agrees to change the name of that portion of West McIntyre Street frontmg the Property which is the block located between Crandon Boulevard and Femwood Road to Rebozo Boulevard Rebozo Street or Rebozo Road The Name Display Covenant shall be in recordable form Purchaser agrees to cause the Name Display Covenant to be promptly recorded after recordation of the Deed The provisions of this Section 11 shall survive the Closmg 18 SECTION 12 CLOSING Subject to satisfaction of all conditions to Closing the Closing shall be held durmg regular business hours on the date which is ninety (90) days after the Effective Date The Closing shall be held at the offices of Purchaser s Attorney at a time mutually acceptable to both parties If no such selection is timely made the Closing shall be held at 10 30 a m local time on the Closing Date or at such other time or such other place as may be mutually agreed in writing by the parties hereto 12 1 Dehvery Possession At Closmg Seller shall deliver to Purchaser the items required of Seller under this Agreement and Purchaser shall deliver to Seller the balance of the Purchase Price (after crediting the Earnest Money and making other adjustments and proration as provided herein) and the other items required of Purchaser under this Agreement Seller shall deliver possession of the Property to Purchaser subject only to the Permitted Exceptions at the time of Closing Risk of loss shall remain with Seller until Closing 12 2 Closmg Costs 12 2 1 Seller's Costs Seller shall pay (i) property transfer conveyance sales and other taxes due on the transfer of the Property (n) the fees and expenses of Seller s attorneys (in) the documentary stamps and surtaxes due on the Deed (iv) the cost of recording any corrective instruments (v) one half of the cost of the Survey if Seller does not provide Purchaser with an existmg survey of the entire Property (vi) the cost of the abstract contmuation or the cost of the computer title search update and STAR Report and (vu) the fees and expenses of Seller s attorneys 12 2 2 Purchaser's Costs Purchaser shall pay (1) any costs incurred by Purchaser m preparing and performing its due diligence investigation (u) the cost of the Title Commitment, (m) the premium for the Owner s Title Policy (iv) the cost of recording the Deed (v) the cost of the Survey if Seller provides Purchaser with an existmg survey of the entire Property (vi) one half (1/2) of the cost of the Survey if Seller does not provide Purchaser with an existing Survey of the entire Property and (vu) the fees and expenses of Purchaser s attorneys 12 2 3 Other Costs Any other costs not specifically provided for m subsection 12 2 1 subsection 12 2 2 or otherwise pursuant to the terms of this Agreement shall be paid by the party who incurred those costs or if neither party is charged with incurring any such 19 costs then by the party customarily assessed for such costs m the place where the Property is located Any escrow fees document preparation charges of the Title Company and other escrow related charges of the Escrow Agent in its capacity as escrow agent only shall be paid equally by Seller and Purchaser 12 2 4 Survival The provisions of this subsection 12 2 shall survive the Closing and the delivery of the Deed 123 Property or otherwise to conditioned upon the fulfil or before the Closing Date discretion) Purchaser's Conditions to Closmg Purchaser s obligation to purchase the perform any obligation provided m this Agreement is expressly Iment or satisfaction of each of the following conditions precedent on (any of which may be waived only m writing by Purchaser m its 12 3 1 Seller shall have fully performed each undertaking and covenant and agreement to be performed by Seller under this Agreement mcludmg but not limited to delivery of all items and documents required under Section 14 below 12 3 2 Each representation and warranty made m this Agreement by Seller shall be complete true and accurate 12 3 3 The Owner s Title Policy shall be issued or m lieu of issuance of the foregomg at Closmg the Title Company shall have dehvered a "marked up" Title Commitment subject only to the Permitted Exceptions with gap coverage deletmg all requirements and deletmg the standard exceptions 12 3 4 Seller shall have dehvered to Purchaser at no cost to Purchaser an executed termination of each Operatmg Agreement which Purchaser designates is to be terminated by written notice to Seller on or before the Termination Date 12 33 Without additional cost or charge to Purchaser all Permits Warranties and other Intangible Property shall be assigned to Purchaser to the extent the same are assignable 12 3 6 Except as cured by Seller or otherwise approved or waived m writing by Purchaser no event shall have occurred which may have an adverse effect on the operation or physical condition of the Property 20 12 3 7 No amendments restatement adoption or repeal of any laws statutes codes acts ordinances orders judgments decrees injunctions rules regulations permits licenses authorizations directions and requirements of all governmental authorities officials agencies and officers ordinary or extraordinary shall have occurred which is applicable to the Property and has or could have an adverse effect upon the value use operation zoning development or condition thereof 12 3 8 There shall be no development or building moratoria in effect with regard to the Property as of the Closmg Date including without limitation any prohibition arising from a failure to meet concurrency standards established under Chapter 163 of the Florida Statutes the admuustrative rules thereunder and local governmental ordinances and regulations thereunder 12 3 9 The Land shall have been subdivided from all other property m accordance with all applicable governmental requirements and shall be assessed as a separate tax lot or tax parcel independent of all other parcels of land not bemg conveyed hereunder If any of the foregomg conditions are not satisfied at or before Closmg then m addition to any remedy available to Purchaser under this Agreement Purchaser may terminate this Agreement by written notice to Seller m which event the Earnest Money shall be returned to Purchaser and the parties shall be released from all obligations and liabilities under this Agreement except those that expressly survive termination of this Agreement SECTION 13 PRORATIONS AND CREDITS AT CLOSING All proration provided to be made as of the Closing Date" shall each be made as of 11 59 p m local time on the date immediately precedmg the Closmg Date In each proration set forth below the portion thereof allocable to periods begmnmg with the Closmg Date shall be credited to Purchaser or charged to Purchaser as applicable at Closmg or m the case of allocations made after Closmg upon receipt of such payments or mvoice as of the Closing Date Except as may otherwise be specified herem the followmg items shall as applicable be prorated between Purchaser and Seller or credited to Purchaser or Seller 13 1 Propertv Taxes and Assessments 13 1 1 Taxes Seller acknowledges and agrees that the Property is being purchased by an exempt governmental entity and that the Seller must comply with Section 196 295 Florida Statutes regardmg real estate taxes 21 13 1 2 Special Assessments Certified confirmed and ratified special assessment hens as of Date of Closing (and not as of the date of this Agreement) shall be paid by Seller or Purchaser shall receive a credit therefor Pending liens as of Date of Closing shall be assumed by Purchaser provided however that where the improvement for which the special assessment was levied had been substantially completed as of the date of this Agreement such pending liens shall be considered as certified confirmed or ratified and Seller shall at Closing be charged an amount equal to the estimated assessment for the improvement 13 2 Utility Expenses and Payments Seller shall have sole responsibility for all utility charges accrued as of the Closing Date Purchaser shall be responsible for making any necessary arrangements for the contmuation of all utility services to the Property following Closmg Seller shall cooperate with Purchaser and execute all necessary documents as reasonably required by Purchaser to accomplish the foregoing 13 3 Operating Agreement Payments All payments due or made under any Survivmg Contracts shall be prorated as of the Closmg Date except that Seller shall be solely responsible for payments made to cure any default by Seller under the Surviving Contracts 13 4 Rent Seller shall be entitled to all Rent for the period to the Closing Date Purchaser shall be entitled to all Rent accruing as of the Closing Date and receive a credit at Closing therefore However if at the time of Closmg there shall be any delinquent Rent owmg from the Dry Cleaning Tenant or the BFI Tenant covering any period of time or any obligation incurred prior to the Closmg Date Purchaser shall use reasonable efforts to collect such delinquent Rent and shall promptly remit the same to Seller upon receipt by Purchaser but shall have no obligation to institute any proceedmgs Any Rent collected by Purchaser shall be applied first to current Rent due and thereafter to delinquent Rent Purchaser may deduct its reasonable collection expenses from Rents collected prior to remitting such rents to Seller 13 5 Security Deposits and Prepaid Rentals Security deposits m the possession of Seller and any interest accrued thereon shall be transferred to Purchaserat Closmg Purchaser shall be given a credit against the Purchase Price for all prepaid rentals paid by tenants under the Leases 13 6 Other Matters Seller and Purchaser shall make such other adjustments and apportionments as are expressly set forth m this Agreement 13 7 Survival The provisions of this Section 13 shall survive the Closing and the delivery of the Deed In the event final figures have not been reached on any of the adjustments prorations or costs which are to be adjusted at or prior to Closmg pursuant to this Section 13 the parties shall close usmg adjustments and prorations reasonably estimated by Seller and Purchaser subject to later readjustment when such final figures have been obtained The parties hereto agree that they shall seek to determine the amounts of all prorations and adjustments required hereunder 22 on or before the Closing Date if possible and to the extent not then obtainable within one (1) year of Closing SECTION 14 CONVEYANCES AND DELIVERIES AT CLOSING 14 1 Warranty Deed At Closing Seller shall convey the Land and Improvements to Purchaser by a duly executed and recordable statutory warranty deed in substantially the form attached hereto as Exhibit D (herein referred to as Deed ) subject only to the Permitted Exceptions 14 2 Bill of Sale At Closing Seller shall also convey the Personal Property to Purchaser by a duly executed Bill of Sale in substantially the form attached hereto as Exhibit E 14 3 Assignment of Surviving Contracts and Other Interest At Closing Seller shall assign to Purchaser and Purchaser shall assume Seller s mterest m the Surviving Contracts by duly executed assignment and assumption agreement substantially in the form attached hereto as Exhibit F Seller shall obtain any and all necessary consents for assignment and shall deliver the same to Purchaser at or pnor to Closing 14 4 Assignment of Leases and Security Deposits At Closmg Seller shall execute and deliver to Purchaser a duly executed Assignment of Leases and Security Deposits m substantially the form attached hereto as Exhibit J together with the original Leases and any guarantees thereof 14 5 Contracts, Records and Plans At or simultaneously with the Closing Seller shall dehver to Purchaser the ongmals (or if originals are unavailable certified copies) of the Survivmg Contracts the Warranties the Records and Plans the Plans and Specifications and the Permits Seller may keep copies of such materials at Seller s sole cost and expense 14 6 Section 1445 Certificate At Closmg Seller shall execute and deliver to Purchaser and the Title Company a certificate substantially m the form as Exhibit G attached hereto stating that Seller is not a "foreign person" as defined m Section 1445 of the Internal Revenue Code and the regulations thereunder 14 7 Form 1099 At Closing Seller shall execute and deliver to Purchaser and the Title Company such federal income tax reports respectmg the sale of the Property as required by the Internal Revenue Code and such other information required by the Title Company to complete IRS Form 1099 with respect to this transaction 14 8 Termination of Agreements Seller shall at Closmg deliver to Purchaser an executed origmal of an agreement terminating as of the Closmg Date any and all Operating Agreements which are not Survivmg Contracts 23 14 9 Affidavit of Title At Closmg Seller shall execute and deliver to Purchaser and to the Title Company a no hen possession and gap title affidavit in the form required by the Title Company together with such resolutions affidavits documents and certificates as the Title Company may reasonably require to issue the Owner s Title Policy in accordance with the terms of this Agreement 14 10 Closing Statement At Closmg Seller and Purchaser shall execute and deliver a Closing Statement which shall among other items set forth the Purchase Price all credits against the Purchase Price the amounts of all prorations and other adjustments to the Purchase Price and all disbursements made at Closmg on behalf of Purchaser and Seller m accordance with the terms of this Agreement 14 11 Tenant Estoppel Certificates At Closmg Seller shall deliver to Purchaser an estoppel certificate from each of the Dry Cleaning Tenant and the BFI Tenant in a form prescribed by Purchaser dated no earlier than fifteen (15) days before the Closmg Date and Purchaser shall have approved any material modifications made by the Dry Cleaning Tenant or the BFI Tenant to such form and any information inserted by the Dry Cleaning Tenant or the BFI Tenant which is at variance with the information contamed m this Agreement with respect to the Dry Cleaner s Lease and the BFI Lease 14 12 Tenant Letter A letter to each of the Dry Cleaning Tenant and the BFI Tenant advising the Dry Cleaning Tenant and the BFI Tenant of the sale to Purchaser of the Property and directing the Dry Cleaning Tenant and the BFI Tenant to pay all Rent accruing under their respective Leases from and after the Closing Date to Purchaser and to recognize Purchaser as landlord under their respective Leases 14 13 Evidence of Authority At Closmg Seller shall update Evidence of' Authority dated not more that five days before the Closmg Date 14 14 Trust Agreement At Closing Seller shall deliver to Title Company (i) a certified copy of all or such portions of Seller s trust agreement as shall be required by the Title Company (u) a memorandum of Seller s trust agreement or affidavit with respect to Seller s trust agreement m recordable form which memorandum or affidavit shall be m such form and shall contain such information as required by the Title Company and (m) such other documentation with respect to Seller s trust agreement as the Title Company may require to issue the Owner s Title Policy m accordance with the terms of this Agreement 14 15 General Assignment At Closmg Seller will deliver to Purchaser a general assignment to the extent assignable of the Records and Plans Warranties Permits the Intangible Property and all other property and rights included in the transaction contemplated by this Agreement which assignment shall be substantially m the form attached hereto as Exhibit H 24 1416 Transfer Tax Returns At Closing Seller will execute and deliver Florida Department of Revenue Form DR 219 14 17 Disclosure Affidavit At least ten (10) days prior to Closing Seller shall execute and deliver to Purchaser an affidavit m recordable form as required by the provisions of Section 286 23 Florida Statutes 14 18 Conveyance of Awards At Closing Seller shall if and to the extent applicable deliver to Purchaser all proper instruments for the conveyance of any condemnation insurance or other awards or proceeds described m and subject to and m accordance with Section 16 hereof all duly executed by Seller 14 19 Physical Possession At Closmg Seller shall deliver to Purchaser keys to the Property any tenant keys and possession of the Property subject only to the tights of (i) the Dry Cleaning Tenant under the Dry Cleaner s Lease and (u) the BFI Tenant under the BFI Lease 14 20 Seller's Certificate At Closing Seller shall deliver to Purchaser a certificate of Seller dated as of the Closing Date certifying (i) that all representations and warrantees of Seller under this Agreement are true and correct m all respects as of the Closmg Date (except as the same may have been changed as permitted in accordance with the terms of this Agreement and disclosed to Purchaser prior to Closmg) and (n) to Seller s actual knowledge that there has occurred no default or breach nor any event which with notice or with the passage of tmie or both would constitute such a default or breach by Seller under this Agreement 14 21 Seller's Affidavit At Closmg Seller shall deliver to Purchaser an Affidavit in form reasonably satisfactory to Purchaser confirming that Seller is duly formed validly existing and m good standmg under the laws of the state of its formation and m the state where the Property is located that Seller and the person executmg the closing documents on behalf of Seller has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and that the execution delivery and performance of this Agreement and of all instruments to be executed and delivered by Seller hereunder have been duly authorized by all necessary action on the part of Seller and will not confhct with or result in a breach of or any order judgment writ mjunction or decree of any court or governmental mstrunentality or of the trust agreement of Seller or any agreement or instrument to which Seller is a party or by which it is bound or to which the Property is subject 14 22 Name Display Covenant At Closing Purchaser shall execute the Name Display Covenant substantially in the form of Exhibit K attached hereto 14 23 Other Documents At Closing Seller and Purchaser shall deliver to each other any other documents expressly required to be delivered or furnished pursuant to any other provisions of this Agreement or reasonably required to carry out the purpose and intent of this Agreement 25 SECTION 15 NOTICES All notices consent approvals and other communications which may be or are required to be given by either Seller or Purchaser under this Agreement shall be properly given only if made in writing and sent by (a) hand delivery (b) electronic facsimile or other transfer device with telephone or other confirmation of receipt provided that a hard copy of such notice is mailed by US first class mail postage prepaid on or before the next Busmess Day following such telecopy delivery or (c) a nationally recognized overnight delivery service (such as Federal Express UPS Next Day Air Purolator Courier or Airborne Express) with all delivery charges paid by the sender and addressed to the Purchaser or Seller as applicable as follows or at such other address as each may request in writmg Such notices shall be deemed received (1) if delivered by hand or overnight delivery service on the date of delivery and (2) if sent by electronic transfer on the date transmission is confirmed by telephone or return electronic transfer from the receiving party provided that a hard copy of such notice is mailed by US first class mail postage prepaid on or before the next Business Day followmg such telecopy delivery The refusal to accept dehvery shall constitute acceptance and in such event the date of delivery shall be the date on which delivery was refused Said addresses for notices are to be as follows IF TO SELLER Thomas H Wakefield Co Trustee Charles Fred Rebozo Co Trustee Mary R Bouterse Co -Trustee c/o Olga Guilarte 524 Femwood Road Key Biscayne FL 33149 Telecopy No (305) 365 0041 with a copy to Wicker Smith Tutan 0 Hara McCoy Graham & Ford PA 5th Floor Grove Plaza Buildmg 2900 Middle Street (S W 28th Terrace) Miami Florida 33133 Attention Nicholas E Christm Esq Telecopy No (305) 441-1745 IF TO PURCHASER Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 Attention C Samuel Kissmger Village Manager Telecopy No (305) 365 8936 26 with a copy to Weiss Serota Helfman Pastonza & Guedes P A 2665 South Bayshore Drive Suite 420 Miami Flonda 33133 Attention Elaine M Cohen Esq Telecopy No (305) 854-2323 SECTION 16 CASUALTY AND CONDEMNATION 16 1 Casualty Prior to the Closing Date and notwithstanding the pendency of this Agreement the entire risk of loss or damage by fire or other casualty shall be borne and assumed by Seller except as otherwise provided m this subsection 16 Until the Closing has occurred Seller shall keep all insurance policies m effect with respect to the Property If pnor to the Closmg Date any part of the Property is damaged or destroyed by fire or other casualty Seller shall immediately notify Purchaser of such fact If such damage or destruction is material (as defined below) Purchaser shall have the option to terminate this Agreement upon wntten notice to Seller given not later than thirty (30) days after receipt of Seller s notice For purposes hereof material shall be deemed to be any uninsured damage or destruction to the Property (except that a casualty shall not be deemed uninsured solely because all or a portion of the cost of the casualty is subjected to a deductible) or any insured damage or destruction (i) where the cost of repair or replacement is estimated m Purchaser s good faith judgment to be Thirty Five Thousand and No/100 or more for the Improvements or (u) where the repair or replacement is estimated in Purchaser s good faith judgment to require more than one hundred twenty (120) days to repair If Purchaser does not exercise this option to terminate this Agreement or if the casualty is not material neither party shall have the nght to terminate this Agreement and the parties shall proceed to the Closmg pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction m the Purchase Pnce but Seller at Closing shall assign to Purchaser and Purchaser shall be entitled to receive and keep all insurance proceeds payable with respect to such casualty plus Seller shall pay over to Purchaser the sum of (a) all insurance proceeds previously paid to Seller with respect to such casualty (other than amounts expended by Seller for emergency repairs or for repairs which are approved m wntmg by Purchaser) and (b) an amount equal to the deductible amount with respect to the insurance In such event Seller shall not be obligated to repair or restore the Property If Purchaser does not elect to terminate this Agreement by reason of any casualty Purchaser shall have the right to participate m any adjustment of the insurance claim and m such event Purchaser and Seller shall cooperate each with the other m good faith 16 2 Condemnation At Closmg Seller shall assign to Purchaser all of Seller s right title and mterest in and to the beds of streets roads alleys avenues and highways abutting the Property and all of Seller s right title and mterest in and to all awards m condemnation or damages or any kind to which Seller is entitled at the time of Closing by reason of any exercise of power of eminent domam with respect thereto or for the taking of the Property or any part 27 thereof or by reason of any other event affectmg the Property which gives nse to a damage claim agamst a third Party after the date hereof Prior to the Closing Date if all or any portion of the Property is taken or if access thereto is reduced or restricted by eminent domain or otherwise (or if such taking reduction or restriction is pending threatened or contemplated) (hereinafter a Condemnation Proceeding ) Seller shall immediately notify Purchaser of such fact In the event that such notice related to the takmg of all or any portion of the Property Purchaser shall have the option in its sole and absolute discretion to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of Seller s notice whereupon the Earnest Money shall be refunded to Purchaser and thereafter neither Party shall have any rights obligations or liabilities hereunder except with respect to those nghts obligations or liabilities which expressly survive the termination of this Agreement If Purchaser does not elect to terminate this Agreement as herein provided Seller shall pay to Purchaser any award received by Seller prior to Closmg and Purchaser shall have the right to participate with Seller in any Condemnation Proceeding affecting the Property provided that m doing so Purchaser shall cooperate with Seller m good faith SECTION 17 BROKERS Each party represents to the other that such party has not incurred any obligation to any broker finder or real estate agent with respect to the purchase or sale of the Property Each of Seller and Purchaser warrants and represents to the other that such party has employed (expressly or impliedly) no broker agent or other such Person as to which a commission or other such fee is or would become due or owmg as a result of the purchase and sale contemplated hereby and has made no agreement (express or implied) to pay any broker s commission or other such fees m connection with the purchase and sale contemplated by this Agreement Each of Seller and Purchaser agrees to indemnify and defend the other against and to hold the other harmless of and from all claims demands and liabilities (mcludmg reasonable attorney s fees and expenses incurred m defense thereof) for any commission or fees payable to or claimed by any broker agent or other such Person arising out of the employment- or engagement of such Person employed (expressly or impliedly) by Seller of Purchaser as applicable or with whom Seller or Purchaser as applicable has or is claimed to have made an agreement (express or implied) to pay a commission or other such fee provided however Purchaser s mdemmfication obhgations under this Section 17 are subject to the provisions and monetary limitations of Section 768 28 Florida Statutes The representation warranties undertakings and indemnities of this Section 17 shall survive the Closmg hereunder and any termination of this Agreement SECTION 18 INDEMNITIES 18 1 Seller's Indemnity Seller hereby agrees to mdemmfy protect defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council members administrative officials agents employees successors and assigns from and agamst any and all claims damages losses liabilities costs and expenses (including reasonable attorneys fees actually incurred) which may at any time following the Closmg Date be asserted against or suffered by Purchaser arising out of or resulting from the following (whether asserted or accrumg before or after Closmg) 28 1811 any personal injury or property damage occurring pnor to the Closmg Date unless caused by the negligence of Purchaser or its agents or contractors 18 1 2 any amounts due under any Surviving Contract for a period prior to the Closmg Date and with respect to any Operating Agreements that are not bemg assumed by Purchaser any amounts coming due under those Operating Agreements 18 1 3 utility bills for the period prior to Closing Date 18 1 4 any sales use or other taxes payable m connection with this transaction or with respect to the operation of the Property prior to Closing 18 1 5 Seller s failure to comply with the provisions of this Agreement which require performance or payment on the part of Seller after Closing 18 3 Survival The provisions of Section 18 shall survive the Closing hereunder and the delivery of the Deed SECTION 19 DEFAULT/REMEDIES 191 Seller's Default/Purchaser's Remedies Notwithstanding any other remedy provided for herem if Seller defaults m the observance or performance of its covenants and obligations hereunder Purchaser may at its option termmate this Agreement and receive a refund of the Earnest Money or seek specific performance of this Agreement without m either case waiving any action for damages resulting from Seller s breach 19 2 Purchaser's Default/Seller's Remedies If Purchaser defaults in the observance or performance of its covenants and obligations hereunder then Seller as its sole and exclusive remedy shall (as an election of remedies) receive the Earnest Money from Escrow Agent as liquidated damages Purchaser and Seller acknowledge the difficulty of ascertaining the actual damages m the event of such default that it is impossible to more precisely estimate the damages to be suffered by Seller upon such default that the retention of the Earnest Money by Seller is mtended not as a penalty but as full liquidated damages and that such amount constitutes a good faith estimate of the potential damages arismg therefrom Seller s right to so terminate this Agreement and to receive hquidated damages as aforesaid is Seller s sole and exclusive remedy Seller hereby waives relinquishes and releases any and all other rights and remedies including but not limited to (1) any nght to sue Purchaser for damages or to prove that Seller s actual damages exceed the amount which is hereby provided Seller as fully liquidated damages or (2) any other right or remedy which Seller may otherwise have against Purchaser either at law or equity or otherwise 29 SECTION 20 ASSIGNMENT Purchaser may assign its rights under this Agreement SECTION 21 ESCROW AGENT 21 1 Performance of Duties Escrow Agent undertakes to perform only such duties as are expressly set forth m this Agreement Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement 21 2 Reliance Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it in good faith believes to be genuine (u) assume the validity and accuracy of any statement or assertion contamed in such a writing or instrument and (ui) assume that any person purporting to give any writing notice advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so Escrow Agent shall not be liable in any manner for the sufficiency or corrections as to form manner of execution or validity of any instrument deposited m escrow nor as to the identity authority or right of any person executmg any instrument Escrow Agent s duties under this Agreement are and shall be limited to those duties specifically provided in this Agreement 21 3 Right to Interplead If the parties (mcludmg Escrow Agent) shall be in disagreement about the interpretation of this Agreement or about their respective rights and obhgations or about the propriety of any action contemplated by Escrow Agent Escrow Agent may but shall not be required to file an action m mterpleader to resolve the disagicenient upon filmg such action Escrow Agent shall be released from all obligations under this Agreement 21 4 Attorney's Fees and Costs In any suit between Purchaser and Seller wherein Escrow Agent is made a party because of acting as Escrow Agent hereunder or m any suit wherein Escrow Agent interpleads the subject matter of the Escrow Escrow Agent shall recover reasonable attorney s fees and costs mcurred with the fees and costs to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs m favor of the prevailmg party The parties hereby agree that Escrow Agent shall not be liable to any party or person for =delivery to Purchaser or Seller of items subject to this escrow unless such =delivery is due to willful breach of this Agreement or gross negligence of Escrow Agent 21 5 Escrow Agent as Counsel for Purchaser It is acknowledged that Escrow Agent is counsel for Purchaser It is agreed that Escrow Agent shall not be disabled or disqualified from representmg Purchaser its council members parents officers directors or agents m connection with any dispute or litigation which may arise out of or m connection with this transaction or this Agreement as a result of Escrow Agent acting as the escrow agent under this Agreement and the Seller waives any claim or nght to assert a conflict arising out of or m connection with the foregoing 30 SECTION 22 GENERAL PROVISIONS 22 1 Entire Agreement This Agreement and all the Exhibits referenced herein and annexed hereto contain the final complete and entire agreement of the parties hereto with respect to the matters contained herem and no prior agreement or understanding pertaining to any of the matters connected with this transaction shall be effective for any purpose Except as may be otherwise expressly provided herein the agreements embodied herein may not be amended except by an agreement m writing signed by the parties hereto 22 2 Govermng Law This Agreement shall be governed by and construed under the laws of the State of Florida 22 3 Further Assurances Seller and Purchaser each agrees to execute and deliver to the other such further documents or instruments as may be reasonable and necessary in furtherance of the performance of the terms covenants and conditions of this Agreement This covenant shall survive the Closing 22 4 Interpretation The titles captions and paragraph headings are inserted for convenience only and are m no way intended to interpret define limit to expand the scope or content of this Agreement or any provision hereto If any party to this Agreement is made up of more than one Person then all such Persons shall be included jointly and severally even though the defined term for such party is used m the singular m this Agreement This Agreement shall be construed without regard to any presumption or other rule requirmg construction against the party causing this Agreement to be drafted If any words or phrases m this Agreement shall have been stricken out or otherwise eliminated whether or not any other words of phrases have been added this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included m this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated 22 5 Counterparts This Agreement may be executed m separate counterparts It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties of this Agreement Facsmule copies shall be deemed ongmals 22 6 Non -waiver No waiver by Seller or Purchaser of any provision hereof shall be deemed to have been made unless expressed m wntmg and signed by such party No delay or omission m the exercise of any right or remedy accruing to Seller or Purchaser upon any breach under this Agreement shall impair such nght to remedy or be construed as a waiver of any such breach theretofore or thereafter occurring The waiver by Seller or Purchaser of any breach of any term covenant or condition herem stated shall not be deemed to be a waiver of any other breach or of a subsequent breach of the same or any other term covenant or condition herein contamed 31 22 7 Severability This Agreement is intended to be performed m accordance with and only to the extent permitted by applicable law If any provisions of this Agreement or the application thereof to any Person or circumstance shall for any reason and to any extent be invalid or unenforceable but the extent of the invalidity or unenforceability does not destroy the basis of the bargain between the parties as contained herein the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law 22 8 Exhibits The Exhibits referred in and attached to this Agreement are incorporated herein m full by this reference 22 9 Attorneys' Fees In the event of any controversy claim or dispute between the parties ansmg from or relating to this Agreement (including but not limited to the enforcement of any indemnity provisions) the prevailing party shall be entitled to recover reasonable costs expenses and attorneys fees including but not limited to court costs and other expenses through all appellate levels 22 10 Business Days If any date provided for m this Agreement shall fall on a day which is not a Business Day the date provided for shall be deemed to refer to the next Business Day 22 11 Tmie is of the Essence Time is of the essence in this Agreement 2212 No Personal Liabthty of Council Members, Administrative Officials or Representatives of Purchaser Seller acknowledges that this Agreement is entered mto by a municipal corporation as Purchaser and Seller agrees no individual council member administrative official or representative of Purchaser shall have any personal liability under this Agreement or any document executed in connection with the transactions contemplated by this Agreement 22 13 Effective Date If this Agreement is not executed by and delivered to all parties to it on or before July 9 1999 at 5 00 pm this Agreement shall after that time be null and void and of no further force and effect and neither party shall have any obligations hereunder For purposes of calculation of all time penods within which Seller or Purchaser must act or respond as herein described all phrases such as the date of this Agreement the date of execution of this Agreement or any other like phrase referring to the date of the Agreement shall mean and refer to the Effective Date of this Agreement 22 14 Radon Disclosure Radon is a naturally occurnng radioactive gas that when it has accumulated m a building m sufficient quantities may present health risks to persons who are exposed to it over time Levels of radon that exceed federal and state guidelines have been found in buildmgs m Florida Additional information regardmg radon and radon testing may be obtained from your county public health unit Pursuant to §404 056(8) Florida Statutes 32 Sent By VILLAGE OF KEY BISCAYNE '1'/23/99 FRI 11 18 FAX 305 854 2323 4/99 NE 11 14 FAX 305 381 0118 1 JUL-20+os ie 14 Fnon LUCK i mum u -rival •nr_vcr {1.+A ri4fAJu- rPen KfiV LAM CO FAX 143 3¢5 IftS 0099 Jul 4W. US.tl* ft l8 maw u1CAec 4n7TN filAfll 10 34044.1:1]7 305 3658936 Jul 23 99 12 06 WEISS SEROTA & HELFDIAN T WA&EIELD SMITH Minn' 1.044 W 10 had 'tide '10..4 /4 5 1' .CJ Page 2 2 e003 Q00 PALL tf2 aau cia `'! rl 17 195'1 el 313'n ,A00 22.7 jam. = ee W d awns est paintbs hr tray ks d fd 4etapyra Assam_ ig t ofCa1 a 10OdrPains xs.. fiff Peat ee demean at _teen eel tkr.easet. le eeKmr4F�:arla d0w. eley se eatr be etymons es ems Jedkra epee d�vr inapoisad boom a fah 61St i not tea q Om tcalt 22! amiticrin am atici ara , Stasi b s rites m. Mira net Sot ow Sin ailesteraze wise 21114t lads �A b SSr ant +Uttrai f 4 am m, man few wattage Nutt tr aff Ere inett ha toe Again i maiagam a.y.eldit*r�nb, ax re�iee�.�4 NIL c mainitimilab rat anear= stab d rttt Sag lea dab Ames 21144 Rata el a eart* earn fe F a m _ tas drirnGaPfit.r+tr�s In "" i'`' git rNelmd '• rate 1 it= a .4trsesets� corn - gniarte agint lallElat eft Oka at NM NS Sr 4e P2 - R /t r 2215 Waiver of Trial by Jury SELLER AND PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION THEREWITH 22 16 No Negotiation With Other Persons Seller agrees not to contract to sell or enter into negotiations for the sale of the Property to any person or entity other than Purchaser for so long as this Agreement is in effect IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed as of the day and year first above written Witnesses NLA Of= ate,. Ze,4_,_cy-- 33 SELLER somas Wakefield as Su cessor Trustee of the Charles G Reboz4Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date Charles Fred Rebozoas Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 30 99 Mary R Botterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 6 061 PURCHASER VILLAGE OF KEY BISCAYNE a Florida Attest municipal corporation Village Clerk Approved as to legal form and sufficiency By acaA^ ` tX f Village Attorney Attorney By Name C Samuel lssmger Title Ville Manager Date r{1 a► 6 -may ESCROW AGENT Weiss Serota Hellman Pastoriza & Guedes P A By c=P,ca IU 6:51/2 Name e(-0„ mot( Coke^ Title Pr,Ff Date -)1;17:99f 103032/Agreements/purchase and sale Agreement execution copy 6 28 99 34 EXHIBIT "A" LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2 068 ACRES PARCEL 1 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly described as follows Begin at the intersection of the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the East Line of Femwood Road as the same is known on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the East Line of said Femwood Road bemg also a circular curve to the right havmg a radius of 1666 37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a Point of Compound Curvature thence Northeasterly and Easterly along a circular curve to the right havmg a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a Point of Tangency the same being a pomt on the South Lme of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South Lme of said West McIntyre Street for a distance of 168 46 feet to a pomt thence South for a distance of 225 00 feet to a point on the South Lme of said Tract 4 of said MATHESON ESTATES KEY BISCAYNE thence West along the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for 205 69 feet to the Pomt of Begmnmg Lying and bemg m Section 5 Township 55 South Range 42 East Dade County Honda Folio No 244232 001-0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Flonda bemg more particularly described as follows Begm at the mtersection of the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the West Line of Crandon Boulevard as same is shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the West Line of the aforesaid Crandon Boulevard and along a circular curve to the nght having a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 feet to a Point of Reverse Curvature thence Northwesterly and Westerly along a circular curve to the left having a radius of 25 00 feet and a central angle of 98 degrees 54 mmutes 34 seconds for an arc distance of 43 16 feet to a Pomt of Tangency thence due West along the South Lme of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE thence due Fist along the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for a distance of 194 35 feet to the Pomt of Beginning lying and bemg in Section 5 Township 54 South Range 42 East Miami Dade County Flonda Folio No 24-4232-001-0060 EXHIBIT "B" OPERATING AGREEMENTS None EXHIBIT "C" PERSONAL PROPERTY None EXHIBIT "D FORM OF DEED Remm to E ame M Cohen Esq W iss S ma Herfman Pastonza & Guedes P A 2665 South Bayshore Dn e Suite 420 Miami Florida 3133 This Instrument Prepared by Flame M Cohen Esq Weiss Scrota Hellman Pastonza & Guedes P A 2665 South Bayshore Dnve Suite 420 Miami Flonda 33133 Property Appraisers Parcel Identification (Folio) Number(s) 74-42 2-001 0060 and 24-4232-001-0061 Grantee(s) S S #(s) 65-0236174 WARRANTY DEED STATUTORY F S 689 0 EXHIBIT D (Where er used herein the terms first party and second party shall include singular and plural heirs legal representau es and assigns of mdividuals and the successors and assigns of corporations wherever the context so admits or regmres ) THIS INDENTURE Made this day of 1999 Between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended of the County of Miami Dade m the State of Flonda parties of the first part and the Village of Key Biscayne a Florida municipal corporation of the County of Miami Dade in the State of Flonda whose post office address is 85 West McIntyre Street Key Biscayne Flonda 33149 party of the second part Witnesseth That the said parties of the first part for and m consideration of the sum of Ten ($10 00) Dollars to it in hand paid by the said party of the second part the receipt whereof is hereby acknowledged have granted bargained and sold to the said party of the second part it successors and assigns forever the following described land situate and being in the County of Miami Dade State of Flonda to -wit See Exhibit A attached hereto and made a part hereof Subject to those matters set forth on Exhibit B attached hereto And the said parties of the first part do hereby fully warrant the title to said land and will defend the same against the lawful claims of all persons whomsoever IN WITNESS WHFREOF, The said parties of the first part have hereunto set their hand and seal the day and year first above written Signed sealed and dehvered in the presence of Witness Signature Printed Name Witness Signature Printed Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name STATE OF ) )SS COUNTY OF ) Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended and not Individually The foregomg mstrument was acknowledged before me this day of 1999 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) 2 STATE OF )SS COUNTY OF The foregoing instrument was acknowledged 1999 by Charles Fred Rebozo as Successor Trustee under Revocable Trust Agreement dated January 20 personally known to me or who has produced identification STATE OF COUNTY OF )SS before me this day of of the Charles G Rebozo Revocable Trust 1989 as modified and amended who is as (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) The foregomg instrument was acknowledged before me this day of 1999 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification 1030321agre ments\exh bit D re 3 26-99 (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) 3 EXHIBIT A Legal Description of Parcels 1 and 2 EXHIBIT ' B ' Permitted Exceptions EXHIBIT E' FORM OF BILL OF SALE EXHIBIT E BILL OF SALE KNOW ALL MEN BY THESE PRESENTS that Thomas H Wakefield Charles Frei Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trus under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively Seller ) for and in consideration of the sum of Ten and No/100 (S10 00) Dollars lawful monei. of the United States to it paid by the Village of Key Biscayne a Florida municipal corporation ( Purchaser ) the receipt whereof is hereby acknowledged has granted bargained sold transferred and delivered and by these presents does grant bargain sell transfer and deliver unto the Purchaser its successors and assigns the following goods and chattels All of the tangible personal property of Seller used in connection with or located m on or at the real property legally described on Exhibit A attached hereto (the Real Property ) and all replacements thereof mcludmg but not limited to the property listed on Exhibit B attached hereto excepting therefrom any articles of personal property belongmg to tenants occupying the improvements situated on the Real Property TO HAVE AND TO HOLD the same unto the Purchaser its successors and assigns forever AND Seller does for itself and its heirs executors and administrators covenant to and with the Purchaser its successors and assigns that Seller is the lawful owner of the said goods and chattels that they are free from all encumbrances that Seller has good nght to sell the same aforesaid and that Seller will warrant and defend the sale of said property goods and chattels hereby made unto the Purchaser its successors and assigns against the lawful claims and demands of all persons whomsoever IN WITNESS WHEREOF Seller has executed this Bill of Sale as of the 1999 Witness Signature Printed Name Witness Signature Printed Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended I i Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name STATE OF ) )SS COUNTY OF ) Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and atne'ided Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trus under Revocable Trust Agreement dated January 20 1989 as modified and amended The foregoing mstrument was acknowledged before me this day of 1999 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Serial number if any) STATE OF COUNTY OF ) )SS ) The foregoing instrument was acknowledged 1999 by Charles Fred Rebozo as Successor Trustee under Revocable Trust Agreement dated January 20 personally known to me or who has produced identification STATE OF COUNTY OF ) )SS ) before me this day of of the Charles G Rebozo Revocable Truc 1989 as modified and amended who is as (Signature of person taking acknowledgment) (Name of acknowledger typed panted or stamped) (Title or rank) (Serial number if any) The foregoing instrument was acknowledged before me this day of 1999 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification 103032/a_reements/exhibit e bill of sale (Signature of person taking acknowledgment) (Name of acknowledger typed pnnted or stamped) (Title or rank) (Serial number if any) 3 EXHIBIT A LEGAL DESCRIPTION EXHIIBIT B SCHEDULE OF PERSON 41L PROPERTY EXHIBIT "F' FORM OF ASSIGNMENT OF SURVIVING CONTRACTS EXHIBIT F ASSIGNMENT AND ASSUMPTION OF SURVIVING CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF SURVIVING CONTRACTS (this Agreement ) is made as of the day of 1999 by and between Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively Assignor ) and the Village of Key Biscayne a Florida municipal corporation ( Assignee ) RECITALS A Assignor and Assignee entered into that certain Purchase and Sale Agreement dated (the Purchase Agreement ) pursuant to which among other things Assignor will sell and Assignee will purchase certain assets of Assignor as more particularly descnbed in the Purchase Agreement B In addition to those certain assets which Assignor will sell and Assignee will purchase pursuant to the Purchase Agreement Assignor has agreed to assign to Assignee all of Assignor s nght title and mterest m and to certain of the Assignor s contracts and agreements described on Exhibit A attached hereto and incorporated herein by this reference (collectively the Surviving Contracts ) and Assignee is willing to accept such assignment and assume Assignor s obligations under the Surviving Contracts from and after the date of this Agreement NOW THEREFORE to accomplish such assignment m consideration of the mutual premises contained herein and in the Purchase Agreement and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows 1 The above Recitals are true and correct and are incorporated herein by this reference 2 Assignor hereby sells assigns conveys sets over and transfers to Assignee all of its right title and mterest in and to the Surviving Contracts 3 Assignor hereby represents and warrants to Assignee that as of the date of this Agreement (a) the Surviving Contracts are in full force and effect (b) neither Seller nor to the actual knowledge of Seller any other party to any of the Survivmg Contracts are m default thereunder and no event or omission has occurred which with the passage of time or the giving of notice or both would constitute a default under the Survivmg Contracts (c) the copies of the Surviving Contracts which have been delivered to Assignee are complete and correct copies of such Surviving Contracts and (d) Assignor has made all payments and has performed all obligations of Assignor under the Surviving Contracts which have become due or payable by Assignor thereunder on or before the date hereof 4 Assignee hereby accepts the foregoing assignment and agrees to assume all of Assignor s obligations under the Surviving Contracts which may occur or arise from and after the date of this Agreement 5 Assignor and Assignee hereby agree and acknowledge that except for the obligations of Assignor under or arising out of the Surviving Contracts from and after the date of this Agreement Assignee is not assuming any other contracts or agreements under which the Assignor is a party and is not assuming any other liabilities or obligations of the Assignor 6 This Agreement and the assignment set forth above shall mure to the benefit of and be binding upon the parties hereto and their respective successors and assigns The parties agree to execute and deliver such further and additional instruments agreements and other documents and to take such further actions as may be necessary to evidence or carry out the provisions of this Agreement Assignor further agrees to use its best efforts m obtaining any consents which may be necessary or appropnate to ensure the transfer and assignment of the Surviving Contracts IN WITNESS WHEREOF Assignor and Assignee have caused this Agreement to be duly executed as of the day and year first above written WITNESSES ASSIGNOR Witness Signature Pnnted Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name 2 Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Printed Name Witness Signature Printed Name Mary R Bouterse as Successor Trustee [of the Charles G Rebozo Revocable Trust] under Revocable Trust Agreement dated January 20 1989 as modified and amended ASSIGNEE VILLAGE OF KEY BISCAYNE a Honda Witness Signature municipal corporation Prmted Name By C Samuel Kissmger Village Manager Witness Signature Printed Name 103032\agreementslexhibu 3 EXHIBIT A SURVIVING CONTRACTS EXHIBIT ' G' FORM OF SECTION 1445 CERTIFICATE EXHIBIT G CERTIFICATION OF NON FOREIGN STATUS ENTITY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a L S real property interest must withhold tax if the transferor is a foreign person To inform the transferee that withholding of tax is not required upon the disposition of a U S real property interest bs Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees [of the Charles G Rebozo Revocable Trust] under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Transferor ) the undersigned hereby certify the following on behalf of the Transferor named below 1 The Transferor is not a foreign corporation foreign partnership foreign trust or foreign estate (as those terms are defined m the Internal Revenue Code and Income Tax Regulations) 2 The Transferor s U S employer identification number is 3 The Transferor s address is Thomas H Wakefield Co Trustee Charles Fred Rebozo Co Trustee Mary R Bouterse Co Trustee c/o Olga Guilarte 524 Femwood Road Key Biscayne Flonda 33149 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be pumshed by fine imprisonment or both Under penalties of perjury we declare that we have examined this certification and to the best of our knowledge and belief it is true correct and complete and we further declare that we have authority to sign this document on behalf of the Transferor TRANSFEROR Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 1999 Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 1999 Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Date 1999 103032\exhibit G certiticanon of Non Foreign Status EXHIBIT 'II FORM OF GENERAL ASSIGNMENT EXHIBIT H GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT ( Assignment ) is made this day of 1999 by Thomas 14 Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended whose address is c/o Olga Guilane )24 Femwood Road Key Biscayne Florida 33149 ( Assignor ) m favor of the Village of Key Biscayne a Florida municipal corporation whose address is 8) West McIntyre Street Key Biscayne Florida i3149 ( Assignee ) RECITALS A Assignor has this date conveyed to Assignee the real property described on Exhibit A located m Miami Dade County Florida attached hereto (the Real Property ) and the improvements located thereon (the Improvements ) (the Real Property and the Improvements together the Property ) B In connection with the conveyance of the Property Assignor and Assignee intend that to the extent assignable all of Assignor s nght title interest powers and privileges m and under all intangible personal property guaranties warranties permits licenses approvals certificates plans and specifications books records and other matters stated herein pertaining to the Property be assigned and transferred to Assignee NOW THEREFORE m consideration of the sum of Ten Dollars ($10 00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the Assignor to the extent assignable hereby assigns conveys transfers and sets over to Assignee the following 1 All of Assignor s right title interest powers and privileges in to and under all of the intangible personal property used m connection with or relating to the ownership use development operation management occupancy or maintenance of the Property 2 All of Assignor s nght title interest powers and privileges m and to all public and private contract rights and development or usage nghts of Assignor with respect to the Property 3 All of Assignor s nght title interest powers and privileges in and to (i) the as built plans and specifications used m the construction of the buildings and other Improvements located on the Real Property (including driveways walkways landscaping and mechanical elecmcal and plumbing systems) and (u) all books records and documents relating to the ownership use development operation management occupancy or maintenance of the Property 4 All of Assignor s right title interest powers and privileges in to and unde all of those existing guaranties warranties and indemnities from any person party or entity relating to the Property 5 All of Assignor s right title interest powers and privileges to the extent permitted bi. law in and under any notices of completion environmental and utility permits and approvals licenses permits authonzattons consents variances waivers use occupancy and operating permits and licenses and all other permits approvals and certificates obtained in connection with the use occupancy and operation of the Property from any federal state county municipal or other governmental or quasi governmental body agency department board comtnission bureau or other entity or instrumentality To the extent such interests and items are assignable Assignor has good right title and authonty to assign convey transfer and set over to Assignee the Interests and items set forth above IN WITNESS WHEREOF Assignor has executed this General Assignment as of the date set forth above Signed sealed and delivered in the presence of Witness Signature Punted Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Witness Signature Pnnted Name Witness Signature Printed Name STATE OF ) )SS COUNTY OF ) Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended The foregoing instrument was acknowledged before me this day of 1999 by Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Senal number if any) STATE OF )SS COUNTY OF The foregoing instrument was acknowledged before me this day of 1999 by Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identification (Signature of person taking acknowledgment) (Name of acknowledger typed printed or stamped) (Title or rank) (Senal number if any) STATE OF ) )SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1999 by Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended who is personally known to me or who has produced as identrfcauon (Signature of person taking acknowledgment) (Name of acknowledger typed pnnted or stamped) (Title or rank) (Serial number if any) 1030321agreements\exhibit H general assignment EXHIBIT A LEGAL DESCRIPTION EXHIBIT "1 1" COPY OF DRY CLEANER'S LEASE EXHIBIT "I 2" COPY OF BFI LEASE Form A140 Commercial Leas. Exikttot t- tt r v tal COMMERCIAL LEASE This lease is made between KEY LAND COMPANY WC 524 FE ereus eDltedADLec KEY BISCAYNF INDUSTRIAL WASTE SERVICE INC herein called l'str Lessee hereby offers to lease from Lessor the premtses situated in the City of Key B t seayne County of Dade State of Fl or 1 da described as West side of parking lot on Mcurplyiiefovowing/59vfSandCOtsiD1TfONgrnwood Road 1 Term and Rent Lessor demise he above premises for a term of month to month commencing � 1, 19 95 and terminating on month to month or sooner as vided herein at the (nth rental of TWO THOUSAND DOL ARS i* ' St FLA a SALES TAX Dollars ($ 2 130 00 payable in equal staumenfs in au ants on the first day of each month for that month s rental during the term of this lease All rental payments shall be made to Ingot al the address specified above. 2 Use Lessee shall use and occupy the premises for installation of recycling receptacle approx 20' X 8' The premises shall be used for no other purpose Lessor represents that the premises may lawfully be used for such purpose. 3 Care and Maintenance of Premises Lessee acknowledges that the premises are in good order and repair unless otherwise indicated herein Lessee shall at his own expense and at all times maintain the premises in good and safe condiuon including plate glass e ccuica wiring plumbing and heating installauons and any other system or equipment upon the premises a d shall surrender the same at ierminauon hereof in as good condiuon as received normal near and tear excepted Lessee shall be responsible for all repairs rcquued Lessee shall also Maintain in good condincn such portions adjacent to the premises such as sidewalks dnveways lawns and shrubbery which we utd otherwise be required to be maintained by Lessor 4 Alterations Lessee shall not without rust obtaining the watt n consent of Lessor make any atterauons addmons or improvements in to or about the premises 5 Ordinances and Statutes Lessee shall comply with all statutes ordinances and requirements of all municipal state and federal authorues now in force or which nay hereafter beln force pertaining to the premises occasioned by or affecung the use thereof by Lessee Assignment and Subletting Lessee shall not assign this lease or sublet any portion of the premises without prior wntten consent of the Lessor which shall not be inreasonabty withheld Any such assignment or subietung without consent shall be void and at the option A the Lessor may terminate this lease. 7 Utilities All applications and eonnecuons for necessary utility s rvices on the demised premises shall be made in the name of Lessee only and Lessee shall be solel liable or unlit) charges as they become due including those for sewer water gas e)ectncny and telephone see ices S Eotry and Inspection Lessee shall permit Lessor or Lessor's agents to enter upon the premises at reasonable times and upon reasonable nouce for the purpose of inspecting &e same and will permit Lessor at any ume within sixty (60) days prior to the expiration of this lease o p'acc upon the premises any usual To Let or For Lease signs and permit persons desiring to tease the sa—e tot spec( the premises thereafter Possession It Lessor is unable to deliver possession of the peemi es at the commencement hereof Lessor shall not be liable for any damage caused thereby nor shall this tea_c be void or voidable but Lessee shalt not be liable for any rent until possession is delivered Lessee may tc-mmatethis lease it possession is not d..bver,d within days of the commencement of the term t• roof 11 Indemnification of Lessor Lessor shall not be liable for any damage or injury to Lessee or any other person or to any propcny occumng on the demised premises et anv part thereof and Lessee agrees to hold Lessor harmless from any claims for damages no matter no aced 1 1 Insurance Lessee at his expense shall maintain plate glass and pablrc liability insurance including hM ' n ury and oropeny damage insuring Lessee and Lessor ugh minimum coverage as follows 17, Eminent Domain If the premises or any part thereof or arty estate the ein or nay other part of is L. building materially affecung Lessees use of the premises shall be taken by eminent domain this lease shall terminate on the date when title vests pursuant to such taking The rent and any additional rent shall be apporuoned as or the tcrminauon date and any rent paid for any pcnod beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof but Lessee may file a claim for any taking of fixtures and improvements owned by Lessee and for moving expenses, 13 Destruction of Premises In the event of h partial destntcuon of the premises dunng the term hereof from any cause Lessor shall forthwith repair the same provided that such repairs can bc made within sixty (60) days under existing governmental laws and regulations but such parual destruction shall not terminate this lease except that Lessee shall be entitled to a proportionate reduction of rent while such repairs arc bang made based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the premises If such repairs cannot be made withut said sixty (60) days Lessor at his option may make thc same within a reasonable time this lease continuing in effect with the rent proportionately abated as aforesaid and in the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days this lease may be terminated at the option of either party In the event that the budding in which the demised premises may bc situated is destroyed to an extent of not less than one third of the replacement costs thereof Lessor may elect to terminate this Icasc whether the demised premises be injured or not- A total dcstrucuon of the budding in which the premises ibay be situated shall fermi: ate this lease 14 Lessor s Remedies on Default If Lessee defaults in the payment of rent or any addiuonal rent, or defaults rn the performance of any of the other covenants or conditions hereof Lessor may give Lessee nouce of such default and if Lessee does not cure any such default within days after the giving of such nouce (or if such other default is of such nature that it cannot be completely cured within such period newt does not commence such curing within such days and thereafter proceed with reasonable diligence and in good faith to curt such default) then Lessor may terminate this lease on not less than days notice to Lessee On the date specified in such noucc the term of this lease shall terminate and Lessee shall then quit and surrender the premises to Lessor but Lessee shall remain liable as hereinafter provided If this lease shall have been so terminated by Lessor Lessor may at any ume thereafter resume possession of the premises by any lawful means and remove Lessee or other occupants and their effects No farluro to enforce any term shall be deemed a waiver I S ccuri� Deposit Lessee shall deposit with Lessor on the signing of this lease the sum of ONE USAND FIVE HUNDRED -- _- Dollars (3 1,500 00 ) as security for the performance of Lessees obirgauons under this lease including without limitation the surrender of possession of the premises to Lessor as herein provided If Lessor applies any part of the deposit to curt any default of Lessee Lessen shall on demand deposit with Lessor thc amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this lease 1 6 Tax Increase In the event there is any increase dunng any year of the term or this lease in the City County or State real estate taxes over and above the amount of such taxes assessed for the tax yea dunng which the term or this Icasc commences whether because of increased rate or valuation Lcsscc shall pay to Lessor upon presentation of paid tax bills an amount equal to % of the increase to taxes upon the land and building in which the leased premises arc situated in the event that such taxes arc assessed for a tax ycar extending beyond the term of the least the obligation or Lessee shall be proportionate to the portion of the lease terra included in such year 17 Common Arca Expenses In the event the demised premises arc situated in a shopping center or in a commercial building in which there pre common areas Lessee agrees to pay his pro rata share of maintenance taxes and insurance (or the common area 18 Attorney s Fees In case suit should be brought for recovery of the premises or for any sum due hereunder or because of any act which may ansc out of the possession of the premises by either party the prevailing party shall be entitled to all costs incurred in connection with such action including a reasonable attorneys fee. 19 Notices Any notice which either party may of is requucd to give shall be given by mailing the same postage prepaid to Lessee at the premises or Lessor at the address shown below or at such other places as may be designated by the pareses from time to time 20 Heirs, Assigns, Successors This lease is binding upon and inures to the benefit of the heirs assigns and successors in interest to the parties --shall-haveihs+`ptlon-sewer-die isaaa for -an -add , 1st--- -cxprrauon of the inival-leaseionneaThobdteao&Ltsand-candmons ar i.. ., .--• -tcrm•cxeopt-that-the-msndrly{enuka - t• — -cxumsed.by-we • • -• na —..dayy_p to t nation-of-tha— Ink at-icaso•t - Fnoeltfo is bgiven-in-die-tnannerprewdad-here vithin-ilia-tune-ape a r+-- - rt s lease is and shall be subordinated to all existing and future hens and Form A140 Commercial Lease 2 43 aril Lessee hereby offers to lease from Lessor he S remises situated in the City of Key Biscayne Su of Florida County of Dade and CONDITIONS upon the following TERMS 20 H` McIntyre Street 1 Term and Rent Lessor demises the above1 premises on a month to month basis 6 5� FLA commcncmg APRIL 1st at he monthly rental of ONE THOUSAND FIVin E IIUND payable in equal instaumcn menuts shall on me tirat SALES TAX Dollars (S 1 5s r 54 the term of this lease Ali rental pay e to day of each month for that month above. during time at the address spec Lessor reserves the right to raise the rent at any time giving lcs one o1)cc month notice sc Lessor represents that he 2 tJ ee shall use and occupy the hall boss no then p r purpose L NDRY DROP OFF STATION the The premises shall be uscd for no other purpo premiss may lawfully be used for such purpose er 3 Care and Maintenance of Premises Lessee acknowledges that the premplumbing es arc b n inanod�eaunr and repair unless otherwise indicated heroin Lessee shall glass electrical own ner expense. nse. and at pall times maintain the premises n good yd safe eiuon including p installations and any other system or equipment upon he premises and shall surrender he same at tcrminauon hereof in as good condiuon as received normal wear and tear excepted Lessee shall be responsible for all repairs required condition such poruonz adjacent to he Lessee shall also maintain in good conh would otherwise be required to he premises such as sidewalks dnveways lawns and shrubbery maintained by Lessor the written consent of Lessor make any 4 Alterations Lessee shall not without first obtarnmg alterations additions or improvements in to or about the premises with all statutes ordinances eln force requirements is the 5 Ordinances and Statutes Lessee swam comply or which may all municipal slate and federal authorues use hereof by Lessee premiss occasional by or atfecusg the otti6n of he 6 Assignment and Subletting Lessee shall not assign this (case or sublet any P premises without poor wwitthoutconsent shall be void and at hshall c option of the Lessor mayterminate such hs assignment or sublctung � lease utility services on the demised premiss emade Utilities All ame Less and onlycand Less for necessary s as they basins 7 shall be made in he name of Lessee and Lessee shalt be solely stable for uutity charges due Including host for sewer water gas elcctncity and telephone services inn Lessor or Lessor s agents to enter upon the premises 31 se of mspccung the same and will perma 5o at 8reas Entry and Inspection Lessee shall per lace upon the premisc3 any any umc urns and u6onopn r to the expir ironoucc for the n of this lease top femiss thereafter To any tame Forrthrn sixty gam) y pc rrtit sons dstrutg to least the same to inspect the p Let or Lcazc Lessns or Per possession of the premiss at the commencement hereof 9 Possession not b If Lssor any unable atcaudelised t c nor shall this lease be void or voidable but Lases u Lessor shall not c liable anyfor damage caused thereby shall not be stable for rent unto possession is delivered Lessee may terminate this lease if possession not delivered within days of the commencement of the term hereof 10 Indemnification of Lessor Lessor shall not be liable for any damage or injury to Lessee or any other person or to any property occumng on the demised premiss or any part thereof and Lessee agrees to hold Lessor barmlus from any claims for damages no moues host roused 11 Insurance. Lessee at his expense shall maintain plate glass and public liability insurance including bodily injury and property damage insuring Lessee and Lessor with minimum coverage as follows nal insured The rr Lessor with a Certificate of insirrancc' vwfrigt o fsca c lauon or matcnal change COMMERCIAL LEASE This lease is made between KEY LAND COMPANY, INC - 524 FEcalmcaned Lcs��p,�ior KhY BISCAYNE PEDRO ORREGO herein called Lessee 12 Eminent Domain If the premises or any pan thereof or any a ate therein or soy other pan of the building materially affecung Lessees use of the premises shall be taker by eminent domain this lease shall terminate on the date when title vests pursuant to such taking The re it and any additional rent shall be apportioned as of the termmauon date and any rent paid for any peno, beyond that date shall be repaid to Lesser Lessee shall not be entitled to any part of. the award for such it lung or any payment in lieu thereof but Lessee may tiles claim for any taking of fixtures and improvemen .s owned by Lessee and for moving expenses. 13 Destruction of Premises in the event of b parual destrucuin of the premises dunng the tens hereof from any Ouse Lessor shall forthwith repair the same provided that such repairs can be made within sixty (60) days under existing govemmenlal laws and regulations b t such partial destruction shall not terminate this lease except that Lessee shall be entitled to a proportions reduction of rent while such repairs art being made based upon the extent to which the making of such reps s shall interfere with the business of Lessee on the premises If such repaus cannot be made within said si try (60) days Lessor at his option may make the same within a reasonable ume this lease conunuing in effect with the rent proportionately abated as aforesaid and in the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days this }ease may be terminated at the option of either party In the event that the budding in which the demised premises may be snowed is destroyed to n extent of not less than one thud of the replacement costs thereof Lessor may elect to terminate this lea _ whether the demised premises be injured or not. A total destruction of the budding in which the premise may be situated shall terminate this least 14 Lessor s Remedies on Default If Lessee defaults in the payment of rent or any additional rent, or defauiu in the performance of any of the other covenants or condit.ons hereof Lessor may give Lessee nouce of such default and if Lessee does not cure any such default within days after the giving of such nouce (or if such other default is of such nature that it cannot be completely cured within such mod, if I :ece.. does not commence such cunng within such days and thereafter proceed with reasonable diligence and in good faith to cure such default) then L ssor may terminate this lease on not less than days nonce to Lessee On the date specified rn such notice the term of this lease shall terminate and Lessee shall then quit and surrender the premises to essor but Lessee shalt remain liable as hereinafter provided If this lease shall have been so terminated ay Lessor Lessor may at any ume thereafter resume possession of the premises by any lawful means and r move Lessee or other occupants and their effects No failure to enforce any tern shall be deemed a waiver IS Security Deposit. Lessee shall deposit with Lessor on the sigr trig of this lease the sum of ONE 'THOUSAND DOLLARS - '--' - --- Dollars (5 2 000 00 ) as security for the performance -of Lessees c btrgations under this lease including without limitation the surrender of possession of the premises to Lessor is herein provided If Lessor applies any part of the deposit to cure any default of Lessee. Lessee shall on de land deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times luring the urn of this lease 16 Tax Increase In the event there is any increase dunng any yea. of the teen of this lease in the City County or State real estate taxes over and above the amount of such trees assessed for the tax year during which the term of thus tease commences whether because of increased ate or valuation Lessee shall pay to Lessor upon presentationof paid tax bilis an amount qualm. % of the increase in taxes upon the land and building ter. whtehlltcleased premises are situated In the event that such taxes =assessed for a tax " year extending bgyondietern'of the lease theobhgauonof Lessee stilt be proportionate to the portion of Otiose -term Milidolittsuch year I7 ComenitilArea-Expenses In the event the demised premises are situated In a shoppmg center or rn a commerci;dng in which thergyre common areas Lessee agrees to pay his pro rata share of maintenance 1ijte(*tur-* mate for the common area I g Attorneys Fees In case suit should be brought for recovery of the premises or for any sum due hereunder or because of any act which may anse out of the possesstor of the premises by either party the prevailing party shall be entitled to all costs incurred in connection wit i such action including a reasonable attotneysfee. 19 Notices Any notice which either party may or is required to give shall be given by mailing the same postage prepaid to Lessee at the premises or Lessor at the address shown below or at such other places as may be designated by the parues from ume to ume 20 Heirs, Assigns, Successors Thu lease is binding upon. aria inures to the benefit of the heirs assigns and successors in interest to die patties leasatoF —expiration of -the mot -lease 4ea Atf-of dconduions l crriced by -Ors --c eretn-+a f tinge liens and Waste Systems SUN BANK/MIAMI NA swwwwwwweswousnues INDUSTRIAL WASTE SERVICES 3840 NW 37TH COURT MIAMI FL 33142 PAY TO THE ORDER OF KEY LAND COMPANY 524 FERNWOOD ROAD KEY BISCAYNE FLORIDA 33149 VOID AFTER 90 C AYR AMOUNT $ 6 390 00 0 ALSG TUAESA E E0 nf0 0 1110 NTS E CESSO Oro 0000053" 1 0660006041 028500,007505e Mellon Bank (E st) N A. Ph 1 d I h PA Payabl through M 11 B k (DE) NA W Im gto PAY 1456 DADE COUNTY DE 3840 NW 37TH COUR1 MIAMI FL 33142 Browning Ferris Services sumo 0 BROWNING -FERRIS INDUSTRIES PO BOX 315 HOUSTON TtXA 253 SIX THOUSAND THREE HUNDRFD NINETY AND NO/100 DOLLARS r the alder 1456 D KEY LAND COMPANY, INC 524 FERNWOOD ROAD KEY BISCAYNE, FL 33149 CHECK NUMBER 6,390 on 15/03/95 09 6173126 62 4 31 6173126 VO D AFTER 90 ' /f' 61017 ,Vfrc 1 tisr ! ne6i73326ns 1031.1000471 2' 92? 0?'?" 4 r4 /pr f- F72'r--Z/Jo00 Jr 4273, 00 sec. 41, ape G� 3 9a 00 hag. Nh7€ f3a-,<f4-110" r E - 1 t May 6 1998 KEY LAND COMPANY INC 524 FERNWOOD RD KEY BISCAYNE FL 33149 1842 Dear Accounts Receivable Manager Re Notice of Centralized Accounts Payable New Address for Submitting Invoices I^ on env` to —ip ove se JiLe to ou ot+pp crs 31-I ha ccr ro Led Oa ac. Sul S papal) a pi OLo Tu facilitate this effort we are requesting all invoices be mailed three ly to a new post office box in Houston Texas Our accounts payable process requires that you our supplier include the plant number and purchase order number on each invoice If you receive an order without a purchase order number please contact the BFI employee responsible for placing the order and request number be provided to you Invoices without the plant number and purchase order number can anticipate a substantial delay in payment Please share BFI s new requirements with all your employees nvolved in your order taking process Effective immediately please send all invoices to the New Mailing Address as listed below Service/Delivery Address Flew Mailing Address BFI District #1456 00 3840 NW 37th Court Miami FL 33142 BFI Plant #0426 PO Bo 4396 Houstor TX 77210 This address change is for this service/delivery address only If your company conducts business with multiple BFI plant locations please continue to send invoices to the current address until you receive notification of the specific plant s change Over time all of BFI locations will have their invoices redirected however, they may not be directed to the same post office box a stated above You may contact our call center at (713) 548 5000 if you would like to inquire as to tha pavmenr ibt_� ^r an invoice If you have a question regarding an invoice pnor to this address change please call your BE contact at the appropriate location Thank you for your cooperation If you have any questions regarding this change please contact a member of the Vendor Master Data Team Melanie Lim at (281) 584 8733 or Sheryl Westbrook at (281) 584-8075 We look forward to working with you Sincerely Allison Dunlap Process Leader Master Data Procurement through Payment Team (281) 584 5103 CC District Vice President Maintenance Manager AD/ml Corporate Office 757 North Eldridge Paikway P O Box 3151 (77253) Houston Texas 77079 Phone 281 870 5103 Fax 281 679 146 € s i 1/723/99 FRI 11 18 FAX 20o 854 2323 ,,/99 TUE 11 14 FU 305 381 0118 IWEISS SEROTA & EELFMAN T WAKEIELD m0gj003 212 1 JUL-2a-L?9 10 14 FROM VICK F 4311 ) ttC_tb Y htUtK { 1-K itttiG- rati KEY LCND CO Iua. 1m-99 13 1E1 PROM urenre SMITH MIAMI tI A r'�+ yep [IAU 10 'WC 90.4 i4 5 V 7 FRX $3 32$ 365 2099 Jul anti"{ ralawt ID ]061481.137 PACE w c•> ri 19 1999 a1 3aP!1 P2 dace 31a arab 10 lb: 'not a sal )3 be neat jig warm u tp Pta or 1f dui Anna or im ham of at ir !e! dd ea= d an ,10 II.y s few�asr yp��� �„y m avj does me des" s ;. ee taraba or aw �ro'°tsNs =oat oder ems. ac.,Mprnt m tat SatY efaec�ma.cernwasp °"`creaeopnatCsx6ea�aod amity 22a nab, }Cleat � ttaiiY l7emra saw ea/q pya+ mr lmlaroepe,ys{ pease won Se es tatty 0)�4 AE�1mmora �e at amereany alias a tree erns insat amp heist penuora0 +lei! be me o a aft Gain! tune 2 -"-sl lasts m �aadamgiaey� *tagsamca _ wawalai ire is m. AOa+savi W[ as . lean air aka M deemed 1, canto halms ?LIIzuakimun. ae of t fl1 oe a role ___ 32-12 �x� M + die _ aRitro is alma l 4..l.ami ar ~tan Calls ummi as IOW — — ��3-- -- teltf 00 Ir' e1'r•ems acme= �:•r s.arcaol�.,G efift ee4� rid 'yslaT. Reim: a a naaslpy tt—q ritiaKC.c ass elmRan lit arming r a Miierteim set rot art MIST beam.c.awemeeke _ ••r ilagater to py 1 z9F�_+-.� 1 �ri W>•+J.s[saeira elm Madam a 'fib ado* ao6 aka aka paw le 1 1 l (t' r Ir 4'17 - of ut re's ��K EXHIBIT "J" FORM OF ASSIGNMENT OF LEASES AND SECURITY DEPOSITS 1' EXHIBIT J ASSIGNMENT OF LEASES AND SECURITY DEPOSITS Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended ( Assignor ) to consideration of the sum of Ten and No/100 Dollars ($10 00) in hand paid and other good and valuable consideration the receipt of which is hereby acknowledged hereby assigns transfers sets over and conveys to the Village of Key Biscayne a Florida municipal corporation ( Assignee ) all of Assignor s right title and interest in and to the leases identified on Exhibit B hereto (the Leases ) mcluding any and all security deposits thereunder with respect to the real property legally described on Exhibit A attached hereto (the Property ) Pursuant to this Assignment Assignor is not assigning to Assignee nor is Assignee assuming any of the commitments covenants obligations and liabilities of Assignor under or by virtue of the Leases which arose or were performable prior to the effective date hereof IN WITNESS WHEREOF Assignor has executed has executed this Assignment as of the day of 1999 which Assignment is effective this date ASSIGNOR Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Pnnted Name Witness Signature Printed Name 103032\agreements\exhtb ti Thomas H Wakefield as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Charles Fred Rebozo as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended Mary R Bouterse as Successor Trustee of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended EXHIBIT A LEGAL DESCRIPTION EXHIBIT B LEASES 1 Commercial Lease between Key Land Company Inc as Lessor and Pedro Orrego as Lessee dated Apnl 1 1997 2 Commercial Lease between Key Land Company Inc as Lessor and Industnal Waste Service Inc now known as BFI as Lessee dated February 1 1995 EXHIBIT "K" NAME DISPLAY COVENANT This instrument was prepared by and record and return to Elaine M Cohen Esq Weiss Serota Hellman Pastor¢a & Guedes P A 2665 S Bayshore Drive Suite 420 Miami Florida 33133 EXHIBIT K NAME DISPLAY COVENANT This Name Display Covenant dated is made by the Village of Key Biscayne a Florida mumcipal corporation (the Village ) RECITALS WHEREAS the Village is the owner of the real property described in the attached Exhibit A (the Real Property ) WHEREAS on the date hereof the Village purchased the Real Property from Thomas H Wakefield Charles Fred Rebozo and Mary R Bouterse as Successor Trustees of ..the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amended (collectively the Seller ) and WHEREAS m connection with the purchase of the Real Property by the Village from Seller Purchaser agreed to place tlus Name Display Covenant on the Real Property and restrict the Real Property as heremafter set forth NOW THEREFORE for valuable consideration the Village covenants and agrees as follows 1 The Village agrees that the name of C G Bebe Rebozo shall be displayed on a sign or monument meetmg the requirements hereinafter set forth in this Name Display Covenant engraved or displayed by other means (the Name Display ) on one of the primary municipal buildings intended to be constructed by the Village at the Real Property (i e by means of example only and not by means of limitation a fire station community center police station or Village Hall) or if a primary municipal building is not constructed at the Real Property then at the courtyard or plaza intended to be located at the Real Property The Name Display shall not be placed on such primary municipal building courtyard or plaza until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure acts of god fire or other casualty repairs restoration renovation alteration or causes beyond the control of the Village 2 Notwithstanding anything to the contrary contamed in this Name Display Covenant if after construction and completion of the primary municipal building courtyard or plaza where the Name Display is located such prunary municipal building courtyard or plaza is wholly or partially destroyed and the Village does not elect to rebuild restore or repair such primary municipal building courtyard or plaza then the Village shall not be obligated to replace the Name Display thereon 3 The mmunum size of the Name Display shall be twenty four (24) square feet (the Required Mmunum Size ) 4 If the Name Display is placed on a primary municipal building constructed at the Real Property then the Name Display shall be visible from the front entrance of such primary municipal bniiding (the Building Visibility Requirement ) 5 If a primary municipal building is not constructed by the Village at the Real Property and the Name Display is placed at the courtyard or plaza mtended to be located at the Real Property then the Name Display shall be placed in a prominent location at such courtyard or plaza (the Courtyard/Plaza Visibility Requirement ) 6 Provided that the Name Display is the Required Minimum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement as applicable is met the size Location Lettering and design of the Name Display shall be determined and selected by the Village in its sole discretion 7 This Name Display Covenant shall encumber the Real Property only for so long as the Village owns the Real Property This terms covenants restrictions and provisions of this Name Display Covenant shall automatically terminate and become null and void on the date that the Property is no longer owned by the Village 8 This Name Display Covenant is given for the benefit of Seller and may be enforced by Seller or the successor trustees of the Charles G Rebozo Revocable Trust under Revocable Trust Agreement dated January 20 1989 as modified and amenderi (the Successor Trustees ) This Name Display Covenant may only be modified rescinded or amended in whole or in part by an instrument executed by (r) the Village and (n) Seller or the Successors Trustees IN WITNESS WHEREOF the Village has caused this instrument to be executed as of the day and year first above written Witnesses VILLAGE OF KEY BISCAYNE a Florida municipal corporation Print Name By Print Name C Samuel Kissinger Village Manager STATE OF FLORIDA )SS COUNTY OF MIAMI DADE The foregoing Name Display Covenant was acknowledged before me this day of by C Samuel Kissinger as Village Manager of the Village of Key Biscayne a Florida municipal corporation in the capacity aforestated such person is personally known to me or has produced a driver s license as identification Notary Public State of Florida My Commission Expires 103032\agreements\name display covenant 6-28 99 EXHIBIT "A" LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2 068 ACRES PARCEL 1 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded in Plat Book 34 at Page 34 of the Public Records of Dade County Honda bemg more particularly described as follows Begin at the intersection of the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the East Lme of Femwood Road as the same is known on the plat of TROPICAL ISLE HOMES SUBDIVISION as recorded m Plat Book 50 at Page 64 of the Public Records of Miami Dade County Flonda thence Northerly along the East Line of said Femwood Road being also a circular curve to the right having a radius of 1666 37 feet and a central angte of 06 degrees 59 minutes 56 seconds for an arc distance of 203 55 feet to a Pomt of autpound Curvature thence Northeasterly and Easterly along a circular curve to the right having a radius of 25 00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36 22 feet to a Pomt of Tangency the same being a point on the South Lme of West McIntyre Street as the same is shown on said plat of TROPICAL ISLE HOMES SUBDIVISION thence due East along the South Line of said West McIntyre Street for a distance of 168 46 feet to a point thence South for a distance of 225 00 feet to a point on the South Lme of said Tract 4 of said MATHESON ESTATES KEY BISCAYNE thence West along the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for 205 69 feet to the Pomt of Begmmng Lying and bemg in Section 5 Township 55 South Range 42 East Dade County Honda Folio No 24 4232 001-0061 PARCEL 2 A portion of Tract 4 MATHESON ESTATES KEY BISCAYNE according to the plat thereof as recorded m Plat Book 34 at Page 34 of the Public Records of Dade County Florida being more particularly descnbed as follows Begin at the intersection of the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE with the West Line of Crandon Boulevard as same 15 shown on the Plat of TROPICAL ISLE HOMES SUBDIVISION as recorded in Plat Book 50 at Page 64 of the Public Records of Miami Dade County Honda thence Northerly along the West Lme of the aforesaid Crandon Boulevard and along a circular curve to the right havmg a radius of 1266 37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196 92 t 10 a Point of Reverse Curvature thence Northwesterly and Westerly along a circular curve to the left havmg a radius of 25 00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43 16 feet to a Point of Tangency thence due West along the South Line of West McIntyre Street as the same is shown on the aforesaid plat of TROPICAL ISLE HOMES SUBDIVISION for a distance of 184 93 feet thence South for 225 00 feet to a point on the South Line of said Tract 4 of MATHESON ESTATES KEY BISCAYNE thence due East along the South Lme of said Tract 4 of MATHESON ESTATES KEY BISCAYNE for a distance of 194 35 feet to the Point of Begmnmg lying and being m Section 5 Township 54 South Range 42 East Miami Dade County Honda Folio No 244232-001 0060 JUr-20-99 10 14FROMWICKER SMITH MIAMI - edjtl LhWKLlb YKtUtK I LK KLUU..0 r H35 NU atJD ID ODD 'RWele 3064411745 Ju L7 1JJJ PAGE U.J corn r 2/2 Mal KEY LAND GO F RX NO JLM. 29=s9 13 1a PROM t7ICRER antra Wags al tilt MS ugly to ea cant patina by a Sid lb In aerganins a eceadtont isoktake�unelysisnbit tot the men sty a osesa ix Via[ ti t bans of me beaten abbe ta.,ttiq or tt arg dots nany mac ee tom' of trips teDn ne as + amd ten. sic ac bat 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