HomeMy Public PortalAboutChronology.tifSUNTRUST PROPERTY
CHRONOLOGY
VILLAGE OF KEY BISCAYNE
FLORIDA
January 16, 2002
C. SAMUEL KISSINGER, VILLAGE MANAGER
85 WEST MCINTYRE STREET
KEY BISCAYNE, FLORIDA 33149
TEL: (305) 365-5500
FAX: (305) 365-8936
MISSION STATEMENT "TO PROVIDE A SAIL, QUALIFY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT"
VILLAGE OF KEY BISCAYNE - CHRONOLOGY
SunTrust Property
1. January 9, 1996 Motion Authorizing Village Manager to Present Agreement to Purchase
Property Between McIntyre and the Village Green.
2. June 10, 1997
Minutes: The Manager reported that SunTrust property responded to
his letter and have requested to appear before Council. The Manager
recommended that they appear before Council at the Regular Council
Meeting of July 1, 1997. By Council consensus SunTrust
representatives should appear before Council as recommended by the
manager.
3. July 1, 1997 Minutes: A report on the SunTrust Bank property by Toby Prince
Brigham, Esquire, Brigham Moore Gaylord Schuster Merlin & Tobin,
was re -scheduled for the September 9, 1997 Council Meeting.
4. October 21, 1997 Minutes: Letter to Mr. David R. Wind, Executive Vice President,
SunTrust Bank, N.A. from Village Manager regarding the SunTrust
property, dated October 2, 1997
5. November 4, 1997 Minutes: The Manager addressed the Council regarding the Village's
appraisal for the SunTrust property informing the Council that it has
been completed and now awaiting for the SunTrust's appraisal to be
completed and at that time both appraisals will be opened and made
public.
6. December 9, 1997
7. January 13, 1998
Minutes: The Manager reported that no progress has been made on the
proposed acquisition of the SunTrust property. The bidding process is
being delayed due to the planning of their new building. Mayor Festa
requested that this item be brought back at the next Council meeting.
Minutes: The Manager presented to Council the SunTrust/Village of
Key Biscayne appraisals stating that they were 6% apart. Robert
Brooks, President of SunTrust, addressed the Council regarding this
issue.
Councilmember Padovan made a motion to authorize the attorney to
draft a contract with a firm offer to SunTrust Bank for $3,482,500. The
motion was seconded by Vice Mayor Fried.
Councilmember Sime called the question. The question was seconded
by Vice Mayor Fried and approved by a 5-2 voice vote.
Councilmembers Broucek Han, Padovan, Sime and Vice Mayor Fried
voting yes. Councilmember O'Reilly and Mayor Festa voting no.
The Padovan motion was approved by a 6-1 voice vote. The vote was
Page 1 of 3
VILLAGE OF KEY BISCAYNE - CHRONOLOGY
as follows: Councilmembers Broucek, Han, Padovan, Vice Mayor Fried
and Mayor Festa voting yes. Councilmember O'Reilly voting no.
8. July 1, 1998 RESOLUTION NO. 98-33
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, APPROVING CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
BETWEEN SUNTRUST BANK, MIAMI, N.A. AND THE VILLAGE OF KEY BISCAYNE;
PROVIDING FOR PURCHASE OF CERTAIN LANDS AND IMPROVEMENTS BY THE
VILLAGE; AUTHORIZING VILLAGE MANAGER TO EXECUTE THE CONTRACT ON
BEHALF OF THE VILLAGE; AUTHORIZING VILLAGE MANAGER TO TAKE ALL
ACTION NECESSARY TO IMPLEMENT THE CONTRACT; AUTHORIZING VILLAGE
MANAGER AND VILLAGE ATTORNEY TO TAKE ALL ACTION NECESSARY TO CLOSE THE
PURCHASE AND SALE TRANSACTION; PROVIDING FOR AN EFFECTIVE DATE.
9. December 22, 1998
10. April 13, 1999
11. April20, 1999
12. June 22, 1999
The contract for sale and purchase of Real: Property (with all exhibits
attached thereto) was fully executed on behalf of SunTrust Bank, N.A.,
a national banking association, as Seller, and the Village of Key
Biscayne, as buyer, with an effective date of December 22, 1998.
Letter addressed to Village Manager, C. Samuel Kissinger from Village
Attorney, Elaine Cohen regarding the Contract for Purchase and Sale
of Real Property between the Village of Key Biscayne and SunTrust
Bank.
Minutes: The Village Attorney submitted an environmental report
concerning the SunTrust site. The report consisted of a letter from the
Village Attorney to the Village Council dated April 13, 1999 and
attached to it a letter from Clark Engineers -Scientists dated April 12,
1999, where they reported that they had performed a Phase I and
limited Phase II Environmental Site Assessment for portions of Tract
7 and 4 MATHESON ESTATES, 85 West McIntyre Street, Key
Biscayne, Florida (letter attached for the record). There was no
direction from Council, at this time, to terminate the contract.
Buyer and Seller enter into a letter agreement pursuant to which Seller
agrees to give buyer a credit in the amount of $25,000 at closing against
the purchase price for all of the repairs identified in the building
inspection report.
Page 2 of 3
VILLAGE OF KEY BISCAYNE - CHRONOLOGY
13. ORDINANCE NO. 2000-6
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, ADOPTING THE
ZONING MAP AS REQUIRED BY THE LAND DEVELOPMENT REGULATIONS; PROVIDING
FOR REZONING OF ALL PROPERTY IN THE VILLAGE OF KEY BISCAYNE IN
CONFORMANCE WITH THE ZONING DESIGNATIONS CONTAINED ON THE ZONING MAP;
PROVIDING FOR INCLUSION IN THE CODE AND AN EFFECTIVE DATE.
14. May 31, 2000
The Plat SunTrust Key Biscayne was approved by the Village of Key
Biscayne on May 31, 2000 (Z 2000-3) and recorded in Plat Book T-
20723 -1 -NEW at Page 42E of the Public Records of Miami -Dade
County, Florida.
15. April 10, 2001 Letter of Understanding addressed to Building, Zoning and Planning
Director, Jud Kurlancheek from Benjamin Kraljev of SunTrust Bank.
16. May 8, 2001
17. October 31, 2001
Letter addressed to Building, Zoning, and Planning Director, Jud
Kurlancheek from Village Attorney Elaine Cohen regarding the Village
of Key Biscayne/SunTrust Transaction.
Letter addressed to Mr. Neal Brown, Miami Dade Tax Collector, from
Village Attorney Elaine Cohen regarding the Village of Key Biscayne
Purchase from SunTrust Bank, a state bank organized under the laws
of Georgia.
18. January 10, 2002 Index to closing binder (Complete file is available in the Office of the
Village Clerk).
Page 3 of 3
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January 9, 1996
Councilman O'Reilly made a motion directing the Village Attorney to draft a letter to the
Dade County Expressway Authority and the Dade County Board of County Commissioners
expressing the Village's opposition to an increase in the toll fees and that a press release be
prepared announcing the Village's position on this issue. The motion was seconded by
Mayor Festa and adopted by a 6 - 0 - 1 voice vote. The vote was as follows:
Councilmembers Llorente, O'Reilly, Padovan, Sime, Sullivan, and Mayor Festa voting Yes.
Vice Mayor Waid was absent during the vote.
Councilman Llorente discussed the reconsideration of the Council's December 5, 1995 decision
regarding a grant request by the Key Biscayne Music and Drama Club.
Councilman Llorente made a motion to rescind the Council's December 5th decision
regarding the organization's grant application. The motion was seconded by Mayor Festa and
adopted by a 5 - 1 - 1 voice vote. The vote was as follows: Councilmembers Llorente,
O'Reilly, Padovan, Sime, and Mayor Festa voting Yes. Councilman Sullivan voted No. Vice
Mayor Waid was absent during the vote.
Councilman Llorente made a motion to award a $10,000.00 grant to the Key Biscayne Music
and Drama Club pursuant to the organization's application. The motion was seconded by
Mayor Festa and adopted by 4 -3 roll call vote. The vote was as follows: Councilmembers
Llorente, O'Reilly, Sime, and Mayor Festa voting Yes. Councilmembers Padovan, Sullivan
and Vice Mayor Waid voted No.
Dory Goldman and Ernestine McKay, representing the Key Biscayne Music and Drama Club,
addressed the Council.
Councilman Sullivan discussed appraisal reports, prepared at the request of the Council by the
Quinlivan Appraisal firm, regarding the SunTrust Bank (formerly Key Biscayne Bank) property
located adjacent to the Village Green (including the bank building) and the property located on the
Southwest corner of the intersection of Crandon Boulevard and McIntyre Street.
The Council discussed a financial analysis prepared by Rauscher Pierce Refsnes, Inc., dated
January 3, 1996, regarding the financing of $7,000,000 for the acquisition of land.
The following residents addressed the Council: Bill Ofgant, 512 Fernwood Road; Heidi
Archibald, 881 Ocean Drive; Pauline Rivelli, 607 Ocean Drive; and Shirley Brill, 550
Ocean Drive.
Page 5 of 9
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January 9, 1996
Councilman Llorente made a motion authorizing the Village Manager to present a bonafide
contract for a purchase agreement for $3.8 million to SunTrust Bank for the purchase of their
property located between West McIntyre Street and the Village Green. There was no second
to the motion.
The Council discussed the manager's discussions with representatives of SunTrust Bank and
Mr. Charles Rebozo regarding the purchase of their respective properties.
By consensus, the attorney was directed to prepare ballot language, essentially in the
following form, for the March 12, 1996 election, to determine voter support for the
acquisition of land:
THE VILLAGE IS CONTEMPLATING THE PURCHASE OF CERTAIN
PROPERTY FOR FUTURE PARK AND OTHER COMMUNITY PURPOSES
PROVIDED THAT SUCH PURPOSES CAN BE ACCOMPLISHED WITH NO
INCREASE IN THE MILLAGE RATE.
THE APPRAISED VALUE OF OF THE VACANT PROPERTY BETWEEN THE
VILLAGE GREEN AND THE "KEY BISCAYNE BANK" IS $2.1 MILLION. DO
YOU FAVOR PURCHASING THIS PROPERTY?
THE APPRAISED VALUE OF THE "KEY BISCAYNE BANK" BUILDING IS
$2.2 MILLION. DO YOU FAVOR PURCHASING THS BUILDING?
THE APPRAISED VALUE OF THE VACANT PROPERTY AT THE
INTERSECTION OF CRANDON BOULEVARD AND WEST MCINTYRE
STREET IS $2.4 MILLION. DO YOU FAVOR PURCHASING THIS
PROPERTY?
Councilman Padovan gave an update regarding her work on the Dade County League of Cities' Over-
crowded Schools Committee.
Village Attorney. The attorney gave a brief presentation regarding resident -only parking on Village
property.
The attorney also made a presentation regarding the enforcement of the state's fire prevention code.
Shirley Brill, 550 Ocean Drive, and Heidi Archibald, 881 Ocean Drive, addressed the Council.
Deputy Fire Rescue Chief John Gilbert also participated in discussions with the Council.
Page 6 of 9
June 10, 1997
Conchita Suarez, 201 Crandon Boulevard addressed the Council.
Village Attorney. The Attorney gave his report under Item 10A3.
Village Clerk. The Clerk submitted the following informational items: Thank you letter to Mayor
and Members of the Village Council from Mayor Alex Penelas regarding the recent loss of his
Mother, dated May 22, 1997.
The Mayor addressed the Council and public with the results of the Special Election held today
regarding the Charter amendments.
Councilmember Han requested to be excused from the meeting at 8:54 p.m. due to a family
emergency.
Village Manager. The Manager reported that SunTrust property responded to his letter and have
requested to appear before Council. The Manager recommended that they appear before Council
at the Regular Council Meeting of July 1, 1997. By Council consensus SunTrust representatives
should appear before Council as recommended by the Manager.
The Manager reported on the Growth Management Act Exemption. Attorney Stephen Helfman
addressed the Council on this issue. The request was not granted but DCA has indicated that they
will be willing to enter into agreements with local governments to narrow the scope of what has to
be updated in a Comprehensive Plan.
The Manager requested that John Little, Director of Building, Zoning and Planning addressed the
Council giving a brief report on the Key Biscayne Geographical Information System. Laura
Stoddard was introduced at this point, addressed the Council explaining what GIS is and what it does
by presenting several samples to the Council and public.
The Manager announced that there will be an Environmental Quality Control Board Meeting on June
12, 1997 at 1:30 P.M., at the Metro -Dade Center, 111 NW 1st Street, Conference Room 3, 18th
Floor. The County Board will permit the Village to connect by the year 2006. Stephen Helfman
addressed the Council on this issue. Carlos Penin, CAP Engineering addressed the Council stating
that completion of the sewer system is expected for the year 2000. Mayor Festa requested
authorization from Council to negotiate with the Metropolitan Dade County Environmental Quality
Control Board for extension of the year 2006. The Mayor was authorized by Council consensus.
The Manager reported on the Public Right-of-way study. The study is about 40% complete and
reflects 286 violations. Vice Mayor Padovan recommended to enforce violations as properties are
sold. This issue will be brought back to a next council meeting.
5 of 7
MINUTES
VILLAGE COUNCIL MEETING
VILLAGE OF KEY BISCAYNE, FLORIDA
TUESDAY, JULY 1, 1997
85 WEST MCINTYRE STREET, SECOND FLOOR
1. CALL TO ORDER/ROLL CALL OF MEMBERS: The meeting was called to order by
the Mayor at 7:00 p.m. Present were Councilmembers Mortimer Fried, Gregory Han, Hugh O'Reilly
(arrived at 7:06 p.m.), Betty Sime, Vice Mayor Michele Padovan and Mayor John Festa.
Councilmember Christina Reed was absent. Also present were Village Manager C. Samuel
Kissinger, Village Clerk Conchita Alvarez and Village Attorney Richard Weiss.
2. INVOCATION: Reverend Jose Luis Hernando, from Saint Agnes Catholic Church gave
an invocation.
At this time Mayor Festa requested a moment of silence in memory of Jorge Portela.
3. PLEDGE OF ALLEGIANCE: Mayor Festa led the Pledge of Allegiance.
4. APPROVAL OF MINUTES: The minutes of the Local Planning Agency Meeting of June
24, 1997 and the minutes of the Special Council Meeting of June 24, 1997, were approved by
unanimous consent.
5. AGENDA: The following changes were made to the agenda: Councilmember Sime
requested the addition of West Mashta Sewer as Item 10A3; the Clerk requested the addition of a
resolution regarding Virginia Key as Item 9B and Mayor Festa requested the addition of a brief
report on the Rickenbacker Toll as Item 10A4. There were no objections to the agenda changes.
6. SPECIAL PRESENTATIONS: A report on the SunTrust Bank property by Toby Prince
Brigham, Esquire, Brigham Moore Gaylord Schuster Merlin & Tobin, was re -scheduled for the
September 9, 1997 Council meeting.
Joan Gill Blank gave a report to the Council and public on the Key Biscayne Heritage Trail. James
DeCocq, Assistant to the Village Manager also addressed the Council on this issue.
Jeff Bronow, Consultant from the firm Tischler & Associates gave a report on Impact Fees with the
recommendation that impact fees not be pursued as a revenue source for the Village. The Manager
was directed to look into the exact amount contributed by Grand Bay to the School Board.
1 of
October 21, 1997
Members of the Village Council regarding the Village Clerk's election to Office to the Dade County
Municipal Clerks' Association as Secretary, dated October 14, 1997; c.) Municipal Clerks
Certification Institute, Clearwater, Florida, November 17-21, 1997.
Village Manager: The following information items were submitted to the Council: The monthly
departmental reports (September); September 1997 monthly report Key Biscayne Chamber of
Commerce; minutes from September 16, 1997 workshop regarding the Long Range Beach
Nourishment Plan; letter to Village Manager from Henry Groschel-Becker, Ph.D., regarding the
Village Beach Resources and Management Task Force, dated September 19, 1997; memorandum
to Village Manager from Chief of Fire Rescue regarding a report on vehicle fire on September 12,
1997, dated September 26, 1997; memorandum to Village Manager from Chief of Fire Rescue and
Fire Marshal regarding Hi -Rise status update, dated September 29, 1997; memorandum to Village
Council from Village Manager regarding the Florida Urban and Community Forestry Awards, 1997
Municipal Program Award recognizing the Village of Key Biscayne, dated September 29, 1997;
letter to Mr. David R. Wind, Executive Vice President, SunTrust Bank, N.A. from Village Manager
regarding the SunTrust property, dated October 2, 1997; letter to Mayor and Members of the Village
Council regarding donation to Key Biscayne Technology Trust Foundation from Darlene Mooney,
Principal, Key Biscayne Community School, dated October 6, 1997; memorandum to Village
Manager from John P. Little, Director, Building, Zoning and Planning regarding 460 South Mashta
Drive code violations, dated October 6, 1997; memorandum to Village Manager from John C.
Gilbert, Chief of Fire Rescue regarding Fire and Life Safety programs recognizing the Village of
Key Biscayne Fire Rescue Department with a Life Safety Achievement Award for 1996, dated
October 7, 1997; letter to Building, Zoning and Planning Director, John P. Little from Paul S.
Tischler regarding Impact Fees, dated October 9, 1997; Florida League of Cities 37th Annual
Legislative Conference, November 20-21, 1997, Orlando, Florida; letter to Village Manager from
Dick Cromartie, Commander Post 374, American Legion requesting permission to use the Village
Green for a Veterans Day Ceremony on November 11, 1997; vacation request from Village
Manager; 1997 Employee Training and Development Program participants, dated October 9, 1997;
draft Agenda for Heritage Trail Dedication Ceremony.
11. OTHER BUSINESS/GENERAL DISCUSSION: There was no further business discussed.
12. SCHEDULE OF FUTURE MEETINGS/EVENTS: A schedule of future meetings and
events was presented to the Council and public.
13. ADJOURNMENT: The meeting adjourned at 11:25 p.m.
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November 4, 1997
The Clerk read the following resolution by title:
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING
THE MAYOR TO EXECUTE AN AGREEMENT WITH THE KEY BISCAYNE ATHLETIC
CLUB; PROVIDING FOR AN EFFECTIVE DATE.
Councilmember Fried made a motion to approve the resolution. The motion was seconded by
Councilmember Broucek and approved by a 6-0 voice vote. The vote was as follows:
Councilmembers Broucek, Fried, Han, O'Reilly, Vice Mayor Padovan and Mayor Festa voting Yes.
There was extensive discussion from Council on this issue.
Mayor Festa instructed the Manager to request from all organizations that have a contract with the
Village, to provide a document that indicates their expenses and revenues for the year.
Steve Simon, 335 Harbor Lane, representing the Atheltic Club, addressed the Council.
10. REPORTS AND RECOMMENDATIONS: The following items were discussed:
Mayor and Councilmembers. The Manager addressed the Council regarding the Village's appraisal
for the SunTrust property informing the Council that it has been completed and now awaiting for
the SunTrust's appraisal to be completed and at that time both appraisals will be opened and made
public.
Robert Brooks, 95 West McIntyre reiterated to the Council that the first priority for the
SunTrust Bank is to build their branch and after this is accomplished, then the SunTrust
Bank will be ready to negotiate with the Village regarding the sale of the existing building;
Raul Llorente, 345 Cypress Drive addressed the Council.
There was extensive discussion from Council on this issue. The Attorney also addressed the Council
regarding this issue.
The Mayor requested that a representative from the Library Beautification Foundation address the
Council regarding the Foundation.
Cecile Sanchez, 260 Cypress Drive; Alison Owen, 1111 Crandon Boulevard addressed the
Council regarding the library landscaping, informing the Council that the Foundation
received a donation and, therefore, will no longer need the grant from the Village. The
Foundation requested that the Village be responsible for fertilizing the library gardens three
times a year and mulching twice a year.
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December 9, 1997
spend the 57% matching funds and that the equipment purchased conforms with the goal of the
Village and the Key Biscayne Technology Trust Foundation towards the ratio of 4 to 1 as stated in
the agreement. The letter was approved by unanimous consent.
Carol Mullen O'Leary, 444 Fernwood Road addressed the Council.
Councilmember Broucek addressed the Council regarding the Village Green Gazebo and the bus
shelters. The Manager addressed the Council regarding this issue.
Mayor Festa made a motion to hear the Attorney's report at this time. The motion was seconded by
Vice Mayor Fried and approved by a 7-0 voice vote. The vote was as follows: Councilmembers
Broucek, Han, O'Reilly, Padovan, Sime, Vice Mayor Fried and Mayor Festa voting Yes.
Village Attorney. The Attorney addressed the Council with a request for an Executive Session,
Wednesday, December 10, 1997 at 6:00 P.M. The request was approved by unanimous consent.
The attorney addressed the issue of changing the speed limits on the Village.
Village Manager. The Manager requested a motion to award a vehicle contract for the Police
Department for three vehicles for a total of $60,612.50. Councilmember O'Reilly made a motion
to approve the contract. The motion was seconded by Vice Mayor Fried and approved by a 7-0
voice vote. The vote was as follows: Councilmembers'Broucek, Han, O'Reilly, Padovan, Sime,
Vice Mayor Fried and Mayor Festa voting Yes.
The Manager presented to Council a revised list of the 1997 Goals and Objectives Council
assignment.
The Manager presented to Council a request for additional staff to the Building, Zoning and Planning
Department. The new positions would be a full-time Permit Clerk, a Building Assistant and a
Community Assistant. The following existing positions would have to be filled due to vacancy:
Receptionist, Code Enforcement Officer and Special Inspector.
Vice Mayor Fried made a motion to approve the Building, Zoning and Planning Department's
proposed re -organization plan. The motion was seconded by Councilmember Broucek and approved
by a 6-1 voice vote. The vote was as follows: Councilmembers Broucek, Han, O'Reilly, Padovan,
Sime and Vice Mayor Fried voting Yes. Mayor Festa voting No.
The Manager reported that no progress has been made on the proposed acquisition of the SunTrust
property. The bidding process is being delayed due to the planning of their new building. Mayor
Festa requested that this item be brought back at the next Council meeting.
6 of 8
January 13, 1998
Vice Mayor Fried made a motion to approve the resolution. The motion was seconded by
Councilmember O'Reilly.
Mayor Festa made a motion to defer the Manager's report to 10:10 p.m. The motion was seconded
by Councilmember Padovan and approved by a 7-0 voice vote. The vote was as follows:
Councilmembers Broucek, Han, O'Reilly, Padovan, Sime, Vice Mayor Fried and Mayor Festa
voting Yes.
Councilmember Padovan made an amending motion to include traffic calming modifications around
the school and for staff to come back to the next meeting with an amendment to the contract.
Councilmember Sime seconded the motion. Councilmember Sime withdrew her second to the
motion.
The following residents addressed the Council: Vera Skuhersky, 205 West Enid Drive; Jim
Asher, 381 West Heather Drive opposing contract for sidewalks.
The resolution was approved by a 6-1 voice vote. The vote was as follows: Councilmembers
Broucek, Han, Padovan, Sime, Vice Mayor Fried and Mayor Festa voting Yes. Councilmember
O'Reilly voting No.
Mayor Festa made a motion to direct staff to bring back at the next Council meeting a planning
process for the circulation around the school. Councilmember Han seconded the motion and it was
approved by a 7-0 voice vote. The vote was as follows: Councilmembers Broucek, Han, O'Reilly,
Padovan, Sime, Vice Mayor Fried and Mayor Festa voting Yes.
10. REPORTS AND RECOMMENDATIONS: The following items were discussed:
Village Manager. The Manager presented to Council the SunTrust/Village of Key Biscayne
appraisals stating that they were 6% apart. Robert Brooks, President of SunTrust, addressed the
Council regarding this issue.
Councilmember Padovan made a motion to authorize the attorney to draft a contract with a firm offer
to SunTrust Bank for $3,482,500. The motion was seconded by Vice Mayor Fried.
There was extensive discussion from Council on this issue.
Councilmember Sime called the question. The question was seconded by Vice Mayor Fried and
approved by a 5-2 voice vote. The vote was as follows: Councilmembers Broucek, Han, Padovan,
Sime and Vice Mayor Fried voting Yes. Councilmember O'Reilly and Mayor Festa voting No.
6 of 10
RESOLUTION NO. 98-33
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
CONTRACT FOR PURCHASE AND SALE OF REAL
PROPERTY BETWEEN SUNTRUST BANK, MIAMI, N.A.
AND THE VILLAGE OF KEY BISCAYNE; PROVIDING FOR
PURCHASE OF CERTAIN LANDS AND IMPROVEMENTS
BY THE VILLAGE; AUTHORIZING VILLAGE MANAGER
TO EXECUTE THE CONTRACT ON BEHALF OF THE
VILLAGE; AUTHORIZING VILLAGE MANAGER TO TAKE
ALL ACTION NECESSARY TO IMPLEMENT THE
CONTRACT; AUTHORIZING VILLAGE MANAGER AND
VILLAGE ATTORNEY TO TAKE ALL ACTION
NECESSARY TO CLOSE THE PURCHASE AND SALE
TRANSACTION; PROVIDING FOR EFFECTIVE DATE.
WHEREAS, the Village desires to purchase certain lands and improvements from the
SunTrust Bank, Miami, N.A. (the "Bank"); and
WHEREAS, the Village Council finds that the approval of the Contract for Purchase and
Sale of Real Property is in the best interest of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS:
Section 1. That the Contract for Purchase and Sale of Real Property (the "Contract"), in
substantially the form attached hereto, between the Village and the Bank is hereby approved and the
Village Manager and Village Clerk are authorized to execute such contract, in their respective
capacities, on behalf of the Village.
Section 2. That the Village Manager is authorized to take all action necessary to implement
the Contract, including the expenditure of appropriated funds in accordance with the requirements
of the Contract.
Section 3. That the Village Manager and Village Attorney are hereby authorized to execute
all documents necessary to complete the closing of the purchase and sale transaction in accordance
with the Contract, and the Village Manager is authorized to execute all closing statements and other
instruments necessary to close the transaction.
Section 4. That this resolution shall become effective upon its adoption.
PASSED AND ADOPTED this 1st day of July , 1998.
CONCHITA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFF
RICHARD J. ISS. I LA = EY
CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY
/December
This Contract is made and entered into as of the �Zday of , 1998, by and between
SU TRUST BANK, MIAMI, N.A., a national banking association ("Seller"), and the
VILLAGE OF KEY BISCAYNE, a Florida municipal corporation ("Buyer").
In consideration of the mutual agreements herein set forth, the parties hereto agree as
follows:
I. Definitions. The following terms when used in this Contract for Purchase and Sale
shall have the following meanings:
December 31,
1.1 Acceptance Date. / 1998.
1.2 Attorneys' Fees. All reasonable fees charged by an attorney for his
services and the services of any paralegals, legal assistants or law clerks, including (but not
limited to) fees charged for representation at the trial level and in all appeals.
1.3 Business Day. Any day that the banks in Dade County, Florida are open
for business.
1.4 Buyer. Village of Key Biscayne, Attention: C. Samuel Kissinger, Village
Manager. Buyer's mailing address is 85 West McIntyre Street, Key Biscayne, Florida 33149.
Telephone: (305) 365-5514. Telecopy: (305) 365-8936. Buyer's taxpayer identification number
is 65-0236174.
1.5 Buyer's Attorney. Weiss Serota Helfman Pastoriza & Guedes, P.A.,
Attention: Steven W. Zelkowitz, Esq. Buyer's Attorney's mailing address and telephone number
are 2665 South Bayshore Drive, Suite 420, Miami, Florida 33133. Telephone: (305) 854-0800:
Telecopy: (305) 854-2323.
1.6 Buyer's Costs. All costs incurred by Buyer with regard to this transaction,
including without limitation its costs incurred in conducting its "due diligence" studies, audit
examinations, surveys, environmental, structural and other exams of the Property, engineering
costs, attorneys' fees, refinancing costs, and any and all other expenses incurred by Buyer in the
event this Contract is terminated. In no event shall Buyer's Costs exceed $50,000.00. Buyer's
Costs shall be evidenced by statements submitted to Seller's Attorney and such other reasonable
information requested by Seller's Attorney.
1.7 Closing. The delivery of the Deed to Buyer concurrently with the delivery
of the Purchase Price to Seller.
1.8 Closing Agent. Buyer's Attorney as agent for the Title Company shall be
the Closing Agent.
1.9 Closing Date. On or before sixty (60) days following the issuance of a
certificate of occupancy for the Bank Branch (as defined in Section 7 below).
1.10 Contract. This Contract for Purchase and Sale of Real Property.
1.11 Deed. The Special Warranty Deed which conveys the Land from Seller to
Buyer. The parties agree that the Deed may contain restrictions prohibiting the use of the
Property by a financial institution for a Bank Branch so long as Seller and its successors and
assigns use and occupy the Bank Branch on the Bank Branch Property (both as defined in Section
7.1 below). *substantially in the form of Exhibit H attached
hereto
1.12 Effective Date. The date this Contract is executed by the last of either the
Buyer or Seller.
1.13 Governmental Authority. Any federal, state, county, municipal or other
governmental department, entity, authority, commission, board, bureau, court, agency or any
instrumentality of any of them.
1.14 Governmental Requirement. Any law, enactment, statute, code ordinance,
rule, regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license.
authorization, agreement, or other direction or requirement of any Governmental Authority now
existing or hereafter enacted, adopted, promulgated, entered, or issued.
1.15 Hazardous Material. Any flammable or explosive materials, petroleum or
petroleum products, oil, crude oil, natural gas or synthetic gas usable for fuel, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), hazardous wastes or substances or toxic
wastes or substances, including, without limitation, any substances now or hereafter defined as or
in the definition of "hazardous substances," "hazardous wastes." "hazardous materials," "toxic
materials" or "toxic substances" under any applicable Governmental Requirements.
1.16 Improvements. The two story office building together with and including
all structures on or under the Land.
1.17 Land. That certain real property located in Dade County, Florida, located
at West McIntyre Street, Key Biscayne, Florida as more particularly described in Exhibit A
attached hereto and made a part hereof, together with all property rights, easements, rights -of -
way, privileges and appurtenances thereto; all leases, rents, and profits derived therefrom: all
right, title and interest of Seller in and to any land lying in the bed of any street, road. highway or
avenue, open or proposed, public or private, in front of or adjoining all or any part of the Land to
the center line thereof; and all right, title and interest of Seller in and to any unpaid award for
damage to the Property or any part thereof by reason of change of grade of any street, road,
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highway or avenue adjacent to the Property; all strips and gores adjoining and adjacent to the
Land; and all oil, gas and mineral rights if any. The parties acknowledge and agree that the
attached legal description contains both the Property and Bank Branch Property (as defined in
Section 7 below) and that once separate legal descriptions are prepared pursuant to Section 7.1,
the legal description for the Property shall be substituted herein as Exhibit "A" and initialed by the
parties.
1.18 Leases. All leases of space located within the Improvements and upon the
Land, which shall include all exhibits, amendments and modifications thereof. A schedule of the
Leases is included in the Rent Roll attached as Exhibit D.
1.19 Permits. All licenses, permits and certificates of occupancy applicable to
the Property. A schedule of the Permits is attached hereto as Exhibit E.
1.20 Permitted Exceptions. The title exceptions set forth in Exhibit B attached
hereto.
1.21 Personal Property. All items of Personal Property owned by Seller located
on the Land, and excluding therefrom the personal property that belongs to tenants. Such
Personal Property shall include, but not be limited to: (i) all fixtures, furnishings. machinery,
equipment, and other articles of Personal Property attached or appurtenant to the Land or used in
connection with the use or operation therewith, including any drawings, as -built plans and
specifications and all Permits in the possession of Seller; and (ii) all appliances, lighting fixtures,
doors, elevators, sprinkler, plumbing, heating, air conditioning, electrical, ventilating, lighting,
incinerating, vacuum cleaning, refrigerating and cooling systems, carpets, floor coverings,
together with all parts and supplies pertaining thereto. An inventory of the Personal Property is
attached hereto as Exhibit C. The parties acknowledge that Seller owns a vault located within the
Improvements. Following further investigation, if possible, the vault shall remain within the
Improvements and be included as part of the Personal Property. If Seller elects to remove the
vault, it shall do so without damage to the Property.
1.22 Property. The Personal Property, Land, Leases and Improvements.
1.23 Property Records. Copies of all the following documents in the Seller's
possession or control relating to the Property: Any and all Leases, Permits, Service Contracts,
Warranties, paid tax bill for the year 1997, tax assessment notices, title insurance policies,
surveys, site plans, as -built plans and specifications (if in Seller's possession), construction
drawings, engineering reports, plats, soil reports and compaction tests, environmental audits,
engineering reports and similar technical data and information, and material correspondence
(which shall mean correspondence, other than attorney/client privileged correspondence, which
discloses claims, allegations or adverse information regarding the Property or claims, allegations
or adverse information that the Property violates any Governmental Requirements, that there is
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Hazardous Material on or about the Property, or that there are defects, deficiencies or hazardous
conditions in or on the Property).
1.24 Purchase Price. The sum of Three Million Four Hundred Eighty Two
Thousand Five Hundred and 00/100 Dollars ($3,482,500.00).
1.25 Rent. Rental shall include, but not be limited to, all base rent, minimum
rent, additional rent, percentage rent, common area maintenance charges, taxes, insurance.
operating expenses, parking fees, late fees and any other payments for miscellaneous services
performed by Seller under any Lease.
1.26 Rent Roll. A complete and correct list of all the Leases, certified as true
and correct by the Seller, setting forth, with respect to each of the Leases, the following
information: (a) the name of the tenant and the names of any assignees and subtenants; (b) the
date of the Lease; (c) any modifications, amendments, or assignments to or of the Lease and any
subtenancies thereunder; (d) the term of the Lease and any subleases thereunder; (e) renewal
options, if any; (0 the Rent payable under the Lease, including reference to any delinquent
amounts due; (g) the amount of the security deposit, if any; (h) the square footage of the leased
premises; and (i) reference to any leasing commissions due, free rent or concessions thereunder:
and any tenant improvements to be paid for by the landlord. The current Rent Roll for the
Property is attached hereto as Exhibit D.
1.27 Seller. SunTrust Bank, Miami, N.A., a national banking. association.
Seller's mailing address is 777 Brickell Avenue, Miami, Florida 33131. Seller's taxpayer
identification number is 59-0358340.
1.28 Seller's Attorney. Bergman & Jacobs, P.A., Attention: Mark A. Jacobs.
Esq. Seller's Attorney's mailing address is 777 Brickell Avenue, Miami, Florida 33131
Telephone: (305) 577-9733. Telecopy: (305) 577-9730.
1.29 Service Contracts. All service contracts, maintenance agreements,
employment agreements, management agreements, and any other agreements affecting. the
Property. A schedule of the Service Contracts is attached hereto as Exhibit G.
1.30 Title Commitment. An ALTA Title Insurance Commitment from the Title
Company, agreeing to issue the Tide Policy to Buyer upon satisfaction of the Buyer's obligations
pursuant to this Contract.
1.31 Title Policy. An ALTA owner's title insurance policy in the amount of tcz
Purchase Price, insuring Buyer's tide to the Land, subject only to the Permitted Exceptions.
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1.32 Title Company. First American Title Insurance Company, Chicago Title
Insurance Corporation, or such other nationally recognized title insurance company licensed to
write title insurance in the State of Florida approved by Buyer.
1.33 Warranties. All warranties and guarantees relating to the Property,
including all warranties and guarantees of the Improvements and Personal
Property by general contractors, subcontractors, suppliers and
manufacturers if any.
2. Purchase and Sale. Seller agrees to sell and convey the Property to Buyer and
Buyer agrees to purchase and acquire the Property from Seller on the terms and conditions
hereinafter set forth.
3. Purchase Price. The Purchase Price shall be paid as follows:
3.1 Deposit. Simultaneously with the execution of this Contract, Buyer has
deposited into escrow, in an interest bearing account opened by the law firm of Weiss Serota
Helfman Pastoriza & Guedes, P.A. ("Escrow Agent"), an earnest money deposit of One Hundred
Dollars and 00/100 Dollars ($100.00). Interest on the Deposit shall accrue to the benefit of the
Buyer unless the Deposit is delivered to the Seller as liquidated damages pursuant to Section 19.1
below, in which event such interest shall accrue to the benefit of the Seller and be delivered to
Seller as part of the Deposit. For purposes of reporting earned interest with respect to the
Deposit, Buyer's and Seller's Federal Tax Identification Numbers are respectively set forth in
Sections 1.4 and 1.27 above.
3.2 Cash to Close. On the Closing Date, as part of the Closing, Buyer shall
pay to Seller by wire transfer of immediately usable wired funds to a bank account or bank
accounts designated by Seller in a notice to Purchaser to be given at least one day prior to
Closing, the Purchase Price. The Purchase Price shall be adjusted for any credits, debits or
.prorations required to be made under this Contract (the "Cash to Close"). The Deposit shall be
part of the Cash to Close.
4. Buyer's Inspection of the Property.
4.1 Seller's Delivery of Property Records. If Seller has not previously
delivered the Property Records to Buyer, Seller shall deliver the Property Records to Buyer as
they become available. Seller shall have a continuing obligation to deliver to Buyer the Property
Records and, if Seller obtains or becomes aware of any additional Property Records. Seller
represents and warrants that it shall immediately deliver such additional Property Records to
Buyer.
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4.2 Buyer's Inspection of the Property. Commencing upon the Effective Date
and until the Closing Date, Buyer or its authorized agents, personnel, employees, or independent
contractors shall be entitled to enter upon the Land during reasonable business hours for the
purpose of making physical inspections of the Property, including, but not limited to, any and all
Improvements and Personal Property. Buyer may make inspections of all Improvements and
Personal Property, including but not limited to all roofs, structures, electrical systems, plumbing
systems, mechanical systems, paving, termite infestation, and heating, ventilating and air
conditioning systems. Buyer may also make all inspections and investigations of the Land which
it may deem necessary, including but not limited to soil borings, percolation tests. engineering.
environmental, and topographical studies, zoning and availability of utilities. All inspections shall
be made at Buyer's expense.
4.2.1 Buyer's inspection rights shall include the right to inspect the
Improvements and Personal Property contained within each tenant space. Buyer shall cooperate
with Seller in the scheduling of inspections of the individual tenant space.
4.3 Indemnification. Buyer hereby agrees to indemnify Seller and hold Seller
harmless against all claims, demands and liability, including Attorneys' Fees, for nonpayment for
services rendered to Buyer, for mechanics' liens, or for damage to persons or property arising out
of Buyer's investigation of the Property. This indemnification and agreement to hold harmless
shall survive the termination of this Contract or the Closing.
4.4 Termination Notice. Notwithstanding anything to the contrary in this
Contract, Buyer shall have the right, for any reason or no reason, to elect (in its sole and absolute
discretion) to terminate this Contract by delivering written notice to Seller or Seller's Attorney to
that effect no later than the sixtieth (60th) day following the Effective Date (the "Expiration
Date"). If Purchaser so delivers said notice not later than the Expiration Date, then (a) this
Contract shall be terminated and of no further force and effect except for those provisions which
expressly survive termination; (b) the Escrow Agent shall deliver the Deposit to Buyer; and (c)
the parties shall have no further liability to one another under this Contract.
5. Evidence of Title.
5.1 Delivery of Prior Owner's Policy. If Seller has not already done so prior
to its execution of this Contract, simultaneously upon its execution of this Contract Seller shall
deliver to Buyer a copy of its prior owner's policy covering the Property updated to a date as
close to the Effective Date as possible, together with copies of all instruments listed as exceptions
to title therein.
5.2 Marketable Title. At closing, Seller shall convey to Buyer marketable fee
simple title to the Land, subject only to the Permitted Exceptions.
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5.3 Title Commitment. Buyer has previously obtained the Title Commitment
and examined same. The Title Commitment and a list of Permitted Exceptions are attached
hereto as Exhibit B. The title policy to be issued pursuant to the Title Commitment shall insure
that any and all restrictions and conditions have not been violated and that any future violation
will not result in a forfeiture or reversion of title; shall contain no survey exception; shall contain
no printed exceptions and shall affirmatively insure access to the Property.
5.4 Additional Exceptions. If Buyer receives notice of or otherwise discovers
any exceptions ("Additional Exceptions") other than the Permitted Exceptions after of the
Effective Date and prior to the Closing Date, Buyer shall notify Seller in writing of the Additional
Exceptions to which Buyer reasonably objects within ten (10) days after Buyer receives notice of
such Additional Exceptions.
5.5 Additional Exceptions Curable by the Payment of Money. Seller shall be
required to cure or remove all Additional Exceptions which can be cured or removed by the
payment of money prior to the schedule Closing Date.
5.6 Additional Exceptions Not Curable by the Payment of Money. Seller shall
have a period of sixty (60) days after notice from Buyer to commence to cure any Additional
Exceptions to which Buyer reasonably objects and which are not curable by the payment of
money, and the Closing Date shall be postponed, if necessary, to afford Seller the full sixty (60)
days to commence to cure Additional Exceptions. Seller shall exercise due diligence and good
faith in curing the Additional Exceptions, which shall include the institution of any necessary
lawsuit. If Seller is unable to cure any Additional Exceptions by the Closing Date, Buyer shall
have the following options:
5.6.1 Buyer may postpone the Closing Date to afford Seller time to cure
the Additional Exceptions;
5.6.2 Buyer may waive the uncured Additional Exceptions and accept title
in its existing condition; or
5.6.3 Buyer may terminate the Contract by sending written notice to
Seller; Seller shall pay to Buyer Buyer's Costs' and, except as specifically set forth in this
Contract neither Buyer nor Seller shall have any further rights or obligations hereunder.
5.7 Postponement of Closing Date. If the Closing Date has been postponed
beyond the originally scheduled Closing Date to afford Seller additional time to curt the
Additional Exceptions, the Closing shall take place twenty (20) days after Seller sends Buyer
written notice that all Additional Exceptions have been eliminated or otherwise cured.
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6. Survey.
6.1 Delivery of Survey. Seller has previously provided Buyer with a survey
sketch of the Property and Bank Branch Property (as defined in Section 7.1. below) prepared by
James Aylward & Assoc., Inc. under Project No. 97-143 dated October 21, 1997 (the "Prior
Survey"). Buyer has examined and accepted the Prior Survey. Following site plan approval of
the Bank Branch (as defined in Section 7.1 below) and preparation of legal descriptions for it and
the Property. Buyer may cause to be prepared at its expense an update and revision of the Prior
Survey (the "Survey") of the Land and all Improvements thereon, which deletes the Bank Branch
Property, prepared by a land surveyor or engineer registered and licensed in the State of Florida.
The Survey Sha1i be prepared in accordance with the Minimum Trehuiral Sraneards for survey in
the State of Florida.
6.2 Survey Defects. Buyer shall have fourteen (14) days from the dare of
receiving the Survey to examine same. If the Survey shows any encroachment on the T ant, or
that any Improvement located on the Land encroaches on the land of others, or if the Survey
shows any other defect which would affect the marketability of title to the Property that is ect
shown on the Prior Survey, Buyer shall notify Seller of such defect within fourteen (14) days after
receipt of the Survey and such encroachment or defect shall be treated in the same manner as title
defects are treated under this Contract.
7. Closing Contingencies.
7.1 Seller's Closing Contineencies. Seller's obligation to close this transaction
and sell the Property to Buyer is expressly subject to and contingent upon Seller obtainin3 all
governmental development approvals and development permits from Governmental Authorities
including, but not limited to, site plan approval, building permits, and certificates of occupancy
and/or use, as applicable (collectively, the "Development Approvals") to use and occupy the real
property adjacent and contiguous to the Property (the "Bank Branch Property") for the relocation
of its bank branch currently located on the Property substantially in accordance with the site plan
attached hereto as Exhibit F (the 'Bank Branch").
Commencing upon the later of the Expiration Date or the expiration of the period
during which a referendum may be initiated and ultimately resolved with respect to the ordinance
authorizing the bond issue that is adopted simultaneously with the approval of this Agreement by
the Council of the Village of Key Biscayne (the "Commencement Date"), Seller shall apply for
and obtain any and all Development Approvals from the appropriate governmental entities and,
upon receipt of a building permit, shall commence or cause to be commenced construction of the
Bank Branch. Seller'hRn in good faith apply for and pursue the applications for the Development
Approvals and diligently pursue the construction of the Bank Branch. If the Seller is unable to
complete construction of the Bank Branch and obtain the Development Approvals within thirty
(30) months following the Commenrr-mant Date, upon written notice to Seller, Buyer shall have
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or (ii) provide Seller with additional time to obtain the Developmcat Approvals; provided,
however, if Seller has not received the DecelopmcatAppcwals by the expiration of the additional
time period, Bayer shall have the right to require Seller m close this transaction as required
herein. If Buyer elects its option in the preceding subparagraph 6), upon closing Buyer shall lease
to Seller pursuant to a written lease agreement the space Seller c nixemly occupies in the Property
for a period not to exceed six (6) month and at a copy reasonable. market value rent.
Notwithitancliog the foregoing, if Seller is legally prohibited from obtaining the Development
Approvals due to matters beyond its control, Seller shall have the right to termiaare this Contract
by delivering writzea notice to Buyer or Buyer's Attorney to that effect specifying the basis
therefor. Following receipt of such notice, then (a) this Coxat shall be tr minared and of no
further force and effect, (b) Seller shall reimburse Buyer for Buyer's Costs, (c) Escrow Agent
shall deliver the Deposit to Buyer, and (d) the parties shall have no ftisther liability to one another
under this Contract except for obligations expressly surviving moan.
Buyer agrees to cooperate with Seller in filing Seller's applications for the Development
Approvals and Buyer shall in good faith process said applications in order to allow Seller to
proceed with the can of the Bank Branch as required herein.
The parties acknowledge that the area of the Bank Branch. Property may need to be
increased to meet permitting requirentents setback regulations. If additional area is needed for the
Bank Branch Property, Seiler has the option for a period of six (6) months following the
Expiration Date upon notice to Buyer to delete up to a maxim= of one half acre front the
Property and add it to the Bank Branch Property. Said deletion from the Property shall be in an
area immediately adjacent and contiguous to the Bank Branch Property. If Seiler exercises its
option hereunder. the Purchase Price shall be reduced by 336.50 for each square foot of area
deleted from the Property. Additionally, Seller, at its cost and dense, shall prepare or cause to
be prepared revised legal descriptions for the Property and Bank Branch Property. The revised
legal description for the Property shall be used for the preparation of the Survey.
The parties acknowledge and agree that the Property and the Bank Branch Property will
require a replat or waiver of plat. Following a determination by Seiler as whether it will Chemise
its option in the preceding paragraph (and if exercised, following preparation of revised legal
descriptions). Buyer will prepare or cause to be prepared the replan or waiver of plat as
applicable. Buyer shall file all documentation required for the approval of the rt pias or waiver of
plat. Seller shall pay all costs and expenses associated with the foregoing including, bur not
limited to, engineering and planning fees, application fees, and attorneys' fees and costs; All of
the foregoing costs and expenses shall be promptly paid by Seller upon, notice inf'iudinn
appropriate invoices and/or receipts. The obligation to pay sigh costs and expenses shall survive
the termination of this Agreement.
* Buyer agrees that prior to incurring any costs or expenses relative to
the re -plat for which Seller is responsible, Buyer will first provide
Seller with an estimated costs breakdown including attorneys' ees.
Seller shall have the right to either approve said costs and expenses
or proceed to have the property re -platted on its own, thereby releasing
the Buyer of its requirement to do so.
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** unless Seller is legally prohibited from obtaining the
Development Approvals due to matters beyond its control
7.2 Buyer's Closing Contingencies. Buyer's obligation to close this transaction
and purchase the Property is expressly subject to and contingent upon Buyer obtaining all final,
non -appealable governmental approvals and exercises of authority of Governmental Authorities
including, but not limited to, approval by the Council of the Village of Key Biscayne and any
referendum (collectively, the "Governmental Approvals") to purchase the Property and finance
the acquisition thereof all of which shall be obtained by the Commencement Date.
Buyer shall have up to and including the Commencement Date to obtain any and
all Governmental Approvals. Buyer shall in good faith apply for and pursue the Governmental
Approvals. If the Buyer is unable to obtain the Governmental Approvals within sixty (60) days of
the Effective Date, upon written notice to Seller, the Buyer shall have the right to (i) terminate
this Agreement or (ii) waive this contingency and proceed to close this transaction. If this
Agreement is terminated by Buyer upon the expiration of the Governmental Approvals period, the
Escrow Agent shall promptly return to Buyer the Deposit and the parties hereto shall thereafter be
relieved of all rights and obligations hereunder, except for those rights and obligations which
expressly survive the termination of this Agreement.
Seller and Buyer shall reasonably cooperate in processing and obtaining the
necessary Governmental Approvals.
8. Seller's Operations.
8.1 Prior to Closing. Between the Expiration Date and the Closing Date or
earlier termination of this Contract, Seller covenants and agrees as follows:
8.1.1 Seller shall maintain and operate the Property in the ordinary
course of business and in a manner substantially consistent with Seller's maintenance and
operation thereof during the twelve (12) month period preceding the Effective Date and in
accordance with all applicable federal, state and local laws, ordinances and requirements.
8.1.2 Seller shall not knowingly do any act or omit to do any act. or
knowingly permit any act or omission, which will cause a breach or default of this Contract.
8.1.3 Except for (a) honoring the currently existing renewal, extension,
expansion or refusal rights of tenants under the Lease, and (b) entering into new Leases.
extensions, modifications, renewals or expansions with Buyer's prior written consent (not to be
unreasonably withheld or delayed and to be deemed given if Buyer fails to respond within five (5)
business days after written notice from Seller accompanied by the proposed new Lease, extension,
modification, renewal or expansion), Seller shall not modify or enter into any new Leases,
extensions, modifications, renewals or expansions. Any of same entered into by Seller in
accordance with subsections (a) or (b) above are sometimes hereinafter referred to as the
"Permitted Leases", and shall thereafter be included within the term "Leases" as used in this
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Contract. Nothing in the foregoing or elsewhere in the Contract shall preclude Seller (or
constitute a default by Seller under this Contract) from filing notices of commencement in
connection with tenant improvements under existing Leases or Permitted Leases provided that in
no event shall any notice of commencement be a Permitted Exception.
8.1.4 Except with respect of the Permitted Leases, Seller shall not (a)
incur any new leasing commissions, or (b) undertake or commence any material or substantial
renovations of or alterations to the Property or any part thereof unless necessary or advisable to
remedy violations or preserve or protect the Property or comply with any obligation of Seller
under this Contract.
8.1.5 Subject to express provisions of this Contract to the contrary, and
except to the extent such maintenance is the obligation of tenants under the Leases, Seller shall
maintain the physical condition of the Property in substantially the same condition existing at the
Effective Date, reasonable wear and tear excepted, but Seller shall have no obligation to make
capital improvements.
8.1.6 Except for (a) renewals or modifications of existing Service
Contracts (or new Service Contracts in lieu thereof) on terms consistent with their existing terms
but which shall be cancelable without penalty on not more than thirty (30) days' notice, and/or (b)
agreements necessary to preserve or protect the Property from imminent damage or persons
thereon from imminent injury or loss of life, Seller shall not modify or enter into any new Service
Contracts without Buyer's prior written consent (not to be unreasonably withheld or delayed and
to be deemed given if Buyer fails to respond within five (5) business days after written notice
from Seller).
8.1.7 Seller shall not remove any item of Personal Property described in
Exhibit C hereto from the Property unless the same is replaced by Seller with an article of equal
suitability and value, free and clear of any lien or security interest.
8.1.8 Seller shall maintain any and all insurance coverage presently in
effect with respect to the Property, including policies of public liability, property damage and fire
insurance.
8.1.9 Seller shall comply with all Leases, Service Contracts, and with all
instruments of record and shall timely pay all taxes, assessments, and utility charges.
8.1.10 Except for business invitees occupying or using the Property in
accordance with past practice, Seller shall not permit anyone to occupy or use the Property. or
any portion thereof, for any reason whatsoever, except pursuant to the leases.
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8.1.11 Seller shall observe and keep in force and effect all permits
necessary or required to carry on the present business being conducted upon the Property.
9. Seller's Representations.
9.1 Representations and Warranties. Seller hereby represents and warrants to
Buyer as follows:
9.1.1 Seller's Existence. Seller is a national banking association duly
organized, existing, and in good standing under the laws of the United States. Seller has full
power and authority to own and sell the Property and to comply with the terms of this Contract.
9.1.2 Authority. The execution and delivery of this Contract by Seller and
the consummation by Seller of the transaction contemplated by this Contract are within Seller's
capacity and all requisite action has been taken to make this Contract valid and binding on Seller
in accordance with its terms.
9.1.3 No Legal Bar. The execution by Seller of this Contract and the
consummation by Seller of the transaction hereby contemplated does not, and on the Closing Date
will not (a) result in a breach of or default under any indenture agreement, instrument or
obligation to which Seller is a party and which affects all or any portion of the Property, or (b) to
Seller's knowledge constitute a violation of any Governmental Requirement.
9.1.4 Litigation. There are no actions, suits, proceedings or investigations
(including condemnation proceedings) pending or, to the knowledge of Seller, threatened against
Seller relating to the Property or the Property and Seller is not aware of any facts which might
result in any such action, suit or proceeding. If Seller is served with process or receives notice
that litigation may be commenced against it, Seller shall promptly notify Buyer.
9.1.5 Hazardous Material. (a) Seller has conducted no activity on the
Property involving the generation, treatment, storage or disposal of Hazardous Material; (b) No
portion of the Property is now being used or to the best of Seller's knowledge has ever been used
to treat, store, generate or dispose of Hazardous Material; (c) Seller has received no written
notice that any previous owner or tenant conducted any such activity; (d) Seller has received no
written notice of any discharge, spill, or disposal of any Hazardous Material on or under the
Property; (e) Seller has received no written notice from any Governmental Authority or any other
party of any Hazardous Material violations concerning the Property or any portion thereof, nor is
Seller aware of any such violation; (0 Seller has received no written notice as to any locations off
the Property where Hazardous Material generated by or on the Property have been treated.
stored, deposited or disposed of; and (g) Seller has no knowledge of the presence of any
Hazardous Materials upon the Property. Seller Agrees that it will indemnify, defend and hold
harmless Buyer from any and all claims, judgments, liabilities, losses, damages, actions, causes
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of actions, suits, response costs, remediation costs, fines, penalties, fees, and expenses (including
reasonable attorneys' fees and expenses, incurred at both the trial and appellate levels) arising out
of or in any way relating to the existence, use, or misuse, handling or mishandling, storage,
spillage, discharge or seepage into the ground, in water bodies or the ground water (including
aquifers) at any time prior to Closing of any Hazardous Materials in, on, under, at or used upon
the Property.
9.1.6 Parties in Possession. Except for tenants under the Leases, there are
no parties other than Seller in possession of any portion of the Land or Improvements as lessees,
tenants at sufferance or trespassers. There is no merchant's association in existence affecting the
Property.
9.1.7 Adverse Information. Seller has no information or knowledge of (a)
any action by adjacent landowners, or (b) any other fact or condition of any kind or character
which could materially adversely affect the current use or operation of the property.
9.1.8 Compliance with Laws. The Property and the present uses thereof
are in compliance with all applicable Governmental Requirements and the requirements of any
Insurance Policy, board of fire underwriters or any board exercising similar functions.
9.1.9 Leases. The Leases described on the Rent Roll comprise all of the
Leases presently existing and each is in full force and effect as of the date hereof. None of the
Leases have been modified, altered, or amended in any respect, and no tenant has the right to
cancel or terminate its Lease, except as set forth in the Rent Roll. No tenant has any right to
renew or extend its Lease, nor any interest in the Property other than a leasehold possessory
interest. Except as specified on the Rent Roll, all of the Leases are the result of bona fide arms
length negotiations between the parties. There are no leases, tenancies or other rights of
occupancy or use for any portion of the property other than as set forth in the Rent Roll. The
Leases embody all contracts between Seller and tenants, implied or otherwise, and there are no
other contracts or obligations between Seller and tenants, either oral or written. Neither Seller
nor any tenants are in default under any Lease, and no event has occurred that, with the giving of
notice or passage of time, or both, would constitute a default thereunder. Except as specified on
the Rent Roll each of the tenants under the Leases are in possession of their respective premises.
No tenant has any offsets, defenses, claims or causes of actions' against Seller arising out of
matters occurring prior to Closing. There is no tenant contesting any tax, operating costs or other
escalation payments or occupancy charges or any other amounts payable under its specific Lease.
All tenants have furnished insurance certificates indicating that the insurance coverage required by
their respective Leases is in full force and effect.
9.1.10 Performance of Landlord's Obligations. All painting, repairs,
alterations, and other work expressly required to be performed by the Seller as landlord under the
Leases, and all other obligations of the landlord required to be performed thereunder, have been
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fully performed and paid for in full, or will be fully performed and paid for on or before the
Closing Date. All 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 any Lease.
9.1.11 Rents. The Rents and other charges set forth in the Rent Roll are
the actual Rents and other charges presently being collected by the Seller under the Leases for the
calendar month immediately preceding the Effective Date. No tenant under any of the Leases is
entitled to any free rent, concessions, rebates, or refunds, except as specified on the Rent Roll.
No tenant has prepaid any Rents or other charges for more than one month in advance except as
specified on the Rent Roll. None of the Rents or other charges billed to or collected from any
tenant violates any applicable Governmental Requirement. The information contained in the Rent
Roll is true and complete in all material respects.
9.1.12 Leases Unencumbered. None of the Leases and none of the rents
or other amounts payable thereunder have been assigned, pledged, or encumbered, except as set
forth in the Permitted Exceptions.
9.1.13 Leasing Commissions. No brokerage or leasing commissions
(including any renewals or residuals) or other compensation are due or payable to any person,
firm, corporation, or other entity with respect to or on account of any of the Leases except as
specified on the Rent Roll.
9.1.14 Sales Tax. All sales tax required to be paid or collected by Seller
in the operation of the property has been collected and paid to the appropriate Governmental
Authority through a current date.
9.1.15 Rights of Tenants. No tenant or other occupant under any of the
Leases and no other person, firm, corporation, or other entity has any right or option to acquire
the Property or any portion thereof or lease any additional space.
9.1.16 Service Contracts. The schedule of Service Contracts attached to
this Contract constitutes a list of all of the Service Contracts affecting the Property, and there are
no other Service Contracts with respect to the Property. All of the Service Contracts are in full
force and effect, and there is no default by any party under any Service Contract, and no event
has occurred that, with the giving of notice or passage of time, or both, would constitute a default
thereunder. Seller has received no notice that any party to any Service Contract intends to cancel
or terminate its Service Contract. There are no other agreements (written or oral) other than the
Leases or Service Contracts affecting the Property.
9.1.17 Assessed Valuation. Seller is not currently contesting any real
estate tax assessments for the Property.
- 14-
9.1.18 The Improvements. All Permits required by all Governmental
Authorities having jurisdiction and the requisite certificates of the local board of fire underwriters
(or other body exercising similar functions) have been issued for the Improvements, have been
paid for, and are in full force and effect. Certificates of occupancy have been issued for each of
the premises that are subject to the Leases. No additional certificates of occupancy, licenses or
other permits are required for the current use or operation of the Property. There are no
structural defects in any of the Improvements. The heating, electrical, plumbing, air
conditioning, building equipment, and other Personal Property are free from defects and in good
condition and working order and adequate in quantity and quality for normal operations. The
roofs of all of the Improvements are free of physical leaks and are watertight.
9.1.19 Notices. Seller has received no written notice from am,
Governmental Authority, any tenant under the Leases, any insurer, or any other party (a) that
either the Property or the use or operation thereof is currently in violation of any zoning.
environmental or other land use regulations, and to Seller's knowledge no such notice has been
issued; (b) that Seller is currently in violation, or with the passage of time will be in violation of
the requirements of any ordinance, law, or regulation or order of any Governmental Authority,
(including without limitation, the local building department) or the recommendations of any
insurance carrier or board of fire underwriters affecting the Property that any investigation has
commenced or is contemplated regarding any such possible violation, or (c) asserting that Seller is
required to perform work at the Property and to Seller's knowledge no such notices have been
issued. If Seller receives such a notice or a violation is issued orfiledprior to Closing, Seller
shall promptly notify Buyer and shall be responsible to cure any such violation.
9.1.20 Pending and Certified Liens. Certified governmental liens and
pending governmental liens for which work has been substantially completed shall be paid by the
Seller and other pending liens shall be assumed by the Buyer.
10. Buyer's Representations. Buyer represents and warrants to Seller as of the
Effective Date and as of the Closing Date as follows:
10.1 Buyer's Existence. Buyer is a municipal corporation duly organized.
existing, in good standing and qualified to do business under the laws of the State of Florida.
Buyer has full power and authority to purchase the Land and to comply with the terms of this
Contract.
11. Survival of Representations. All of the representations of Buyer and Seller set
forth in this Contract must be true upon the execution of this Contract, and must be true as of the
Closing Date. The representations, warranties and agreements of Buyer or Seller set forth in this
Contract shall survive for a period of one hundred and eighty (180) days following the Closing..
- 15-
12. Closing. Subject to all of the provisions of this Contract, Buyer and Seller will
close this transaction on the Closing Date commencing at 10:00 a.m. The Closing will take place
at the office of Buyer's Attorney unless otherwise agreed by the parties.
12.1 Conditions Precedent to Closing. Each of the following shall constitute a
condition precedent to the obligation of the parties to close the transaction contemplated hereby,
each of which must be fulfilled or waived at or prior to Closing.
12.1.1 Seller and Buyer shall have delivered all documents and the
Purchase Price as required by this Contract to be delivered by the respective parties.
12.1.2 Seller and Buyer shall have delivered all document and the
Purchase Price as required by this Contract to be delivered by the respective parties at Closing:
12.1.3 All of the representations and warranties of Seller and Buyer
contained in this Contract shall be true and correct on the Closing Date in all material respects:
12.1.4 This Contract shall not have been terminated in accordance with
any of its terms; and
12.1.5 Seller shall have delivered to Purchaser estoppel certificates dated
no earlier than thirty (30) days before the Closing Date, in a form prescribed by Buyer ("Estoppel
Certificates") from all of the tenants under the Leases, and Buyer shall have approved any
material modifications made by such tenants to such form (other than modifications made to
conform such Estoppel Certificates to the forms, if any required to be delivered by the tenant
under the Lease in question) and any information inserted by such tenants which is a variance with
the information contained in the List of Leases and Rent Roll (as updated by Seller pursuant to the
provisions of this Contract), which approval shall not be unreasonable withheld or delayed and
shall in any event be deemed to have been given if Buyer proceeds to Closing. Seller shall use all
reasonable, good faith efforts to obtain Estoppel Certificates from all tenants under the Leases. If
Seller is unable, after all reasonable good faith efforts, to obtain Estoppel Certificates from all of
the tenants, Seller shall provide an affidavit for tenants from who Seller has been unable to obtain
Estoppel Certificates. Said affidavit shall include all information that would have been included in
the applicable Estoppel Certificates. Seller shall deliver to Purchaser not less than five (5)
business days prior to Closing, all Estoppel Certificates then received by Seller, and any other
written statements or notices from tenants received by Seller after the Execution Date. Thereafter
Seller shall deliver to Purchaser prior to Closing any Estoppel Certificates subsequently received
by Seller prior to Closing, and any other written statements or notices form tenants subsequently
received by Seller prior to Closing. If Seller provides Seller's Affidavit and Seller thereafter
(within ninety (90) days of the Closing Date) obtains an Estoppel Certificate complying with the
provisions of this Contract from any tenant covered by a Seller's Affidavit, then the Estoppel
Certificate shall be substituted for the Seller's Affidavit as to such tenant and Seller shall have no
- 16-
continuing liability on the Seller's Affidavit as to such tenant. In the event of any material
discrepancy between information set forth in the List of Leases and Rent Roll and the information
contained in any Estoppel Certificate or Seller's Affidavit shall use all reasonable efforts
proceeding in good faith to resolve the discrepancy so that the Estoppel Certificate or the Seller's
Affidavit, as the case may be, will be consistent with the List of Leases and Rent Roll.
13. Seller's Closing Documents. At Closing, Seller must deliver the following
documents ("Seller's Closing Documents") to Buyer:
13.1 Deed. The Deed, which must be duly executed and acknowledged by
Seller so as to convey to Buyer good and marketable fee simple title to the Land free and clear of
all liens, encumbrances and other conditions of title other than the Permitted Exceptions.
13.2 Bill of Sale. An absolute bill of sale with full warranty of title conveying
the Personal Property to Buyer free and clear of all liens, encumbrances and security interests.
13.3 General Assignment. A General Assignment conveying the Intangible
Personal Property to Buyer free and clear of all liens, encumbrances and security interests.
13.4 Seller's No Lien, Gap and FIRPTA Affidavit. An affidavit from Seller
attesting that, to the best of Seller's knowledge, as follows: (a) no individual or entity has any
claim against the Land under the applicable contractor's lien law, (b) except for Seller, no
individual or entity is either in possession of the Land or has a possessory interest or claim in the
Land, and (c) no improvements to the Land have been made for which payment has not been
made within the immediately preceding ninety (90) days. The affidavit will include language
sufficient to enable the Title Company to insure the "gap", i.e., delete as an exception to the Title
Commitment any matters appearing between the effective date of the Title Commitment and the
effective date of the Title Policy. The Affidavit will also include the certification of non -foreign
status required under Section 1445 of the Internal Revenue Code to avoid the withholding of
income tax by the Buyer.
13.5 Assignment of Leases. An Assignment of Leases together with possession
of the original Leases and any guarantees thereof and any tenant keys and security codes to the
extent any of the foregoing are in the Seller's possession or control, and an update of the rent roll.
13.6 Assignment of Service Contracts. An Assignment of the Service Contracts
together with possession of any original Service Contracts in Seller's possession or control.
13.7 Closing Statement. A closing statement setting forth the Purchase Price
and all credits, adjustments and prorations between Buyer and Seller.
13.8 Form 1099. Such federal income tax reports respecting the sale of the
Land as are required by the Internal Revenue Code.
- 17-
13.9 Authorizing Resolutions. Certificates of Seller's corporate resolutions
authorizing the entering into and execution of this Contract and the consummation of the
transaction.
13.10 Tenant Letter. A letter to each tenant under the Leases advising such
tenant of the sale to Buyer of the Property and directing the tenant to pay all rentals accruing
under its Lease from and after the Closing Date to Buyer and to recognize Buyer as landlord
under its Lease.
13.11 Disclosure Affidavit. Seller shall also deliver to Buyer at least ten (10)
days prior to Closing, an affidavit in recordable form as required by the provisions of Section
286.23, Florida Statutes.
13.12 Unless otherwise noted, copies of Seller's closing documents shall be
delivered to Buyer's attorney for review not less than seven (7) days prior to the Closing Date.
14. Buyer's Closing Documents. At Closing, Buyer shall deliver the following
documents ("Buyer's Closing Documents") to Seller:
14.1 Authorizing Resolutions. Certificates of Buyer's municipal resolutions
evidencing authorizing the entering into and execution of this Contract and the consummation of
the transaction.
14.A. Reciprocal Easements. *See Insert on Page 18A.
15. Closing Procedure. The Closing shall proceed in the following manner:
15.1 Delivery of Documents. Buyer will deliver Buyer's Closing Documents,
and Seller will deliver Seller's Closing Documents, to the Closing Agent. Buyer will deliver the
Purchase Price to the Closing Agent.
15.2 Disbursement of Funds and Documents. Once the Title Company has
"insured the gap," i.e., endorsed the Title Commitment to delete the exception for matters
appearing between the effective date of the Title Commitment and the effective date of the Title
Policy, and provided all other obligations to close have been fulfilled, Closing Agent will record
the Deed and disburse Buyer's Closing Documents and the Purchase Price to Seller and Seller's
Closing Documents to Buyer.
16. Prorations and Closing Costs.
16.1 Prorations. The following items will be prorated and adjusted bets een
Seller and Buyer as of the Closing Date, except as may be otherwise specified:
- 18-
* At Closing, (i) Buyer agrees to grant to Seller for the benefit of the Bank Branch Property a
perpetual non-exclusive easement for ingress and egress for pedestrian and vehicular access
over and across a portion of the Property in the approximate size and location of Ingress
Egress Easement #2 (the "City Parcel Ingress/Egress Easement") as shown on the survey of
the Property and the Bank Branch Property prepared by James Aylward & Associates, Inc.,
Project No. 97-143, dated 10/21/97, last revised 11/5/98, a copy of which is attached hereto as
Exhibit "F-1" (the "Revised Survey") and (ii) Seller agrees to grant to Buyer for the benefit of
the Property a perpetual non-exclusive easement for ingress and egress for pedestrian and
vehicular access over and across a portion of the Bank Branch Property in the approximate size
and location of Ingress Egress #1 (the "Bank Parcel Ingress/Egress Easement") as shown on
the Revised Survey. The intent of the City Parcel Ingress/Egress Easement and Bank Parcel
Ingress/Egress Easement (together the "Ingress/Egress Easements") is explained in the notation
on the cover page of Exhibit "F-1". The exact size and location of the Ingress/Egress
Easements may change in accordance with the final approved site plan for the Property and the
Bank Branch Property. The form of the Ingress/Egress Easements shall be reasonably
satisfactory to Buyer's and Seller's counsel.
- 18A-
16.1.1 Taxes. Seller acknowledges and agrees that the Property is being
purchased by an exempt governmental entity and that Seller must comply with Section 196.295,
Florida Statutes regarding real estate taxes.
16.1.2. Utility Deposits. Seller shall receive a credit for any deposits with
utility companies to the extent such deposits are assignable and are assigned to Buyer.
16.1.3. Utilities. Water, sewer, electricity, gas and other utility charges.
if any, shall be prorated on the basis of the fiscal period for which assessed, except that if there
are utility meters for the Property, apportionment at the Closing shall be based on the last
available reading.
16.1.4 Pending and Certified Liens. Certified liens levied by any
Governmental Authority for which the work has been substantially completed and which are
currently due and payable in full will be paid by the Seller. Pending liens and certified liens that
are payable on an installment basis such as monthly, semi-annually, annually or bi-annually or for
which the work has not been substantially completed will be assumed by the Buyer.
16.1.5 Rents. Seller shall be entitled to all Rents for the period prior to
the Closing Date; Buyer shall be entitled to all Rents accruing as of the Closing Date and receive
a credit at Closing therefore. However, if at the time of Closing there shall be any delinquent
Rents owing from tenants covering any period of time, or any obligation incurred, prior to the
Closing Date, Buyer shall use reasonable efforts to collect such delinquent Rents and shall
promptly remit the same to Seller upon receipt by Buyer, but shall have no obligation to institute
any proceedings. Any Rents collected by Buyer shall be applied first to current Rent due, and
thereafter to delinquent Rents. Buyer agrees to pursue at Seller's expense, the collection of any
accrued and unpaid Rents and Seller agrees to cooperate with Buyer in its collection efforts.
Buyer may deduct its reasonable collection expenses from Rents collected prior to remitting such
rents to Seller.
If at the time of Closing any tenants owe Seller any money, Seller shall have the right.
subsequent to the Closing, to collect such sums directly from the tenants including bringing
lawsuits against the tenants (at Seller's sole expense) for such collection, provided, however,
Seller agrees that it shall not bring any such action for a period of ninety (90) days from and after
the Closing Date, and that any such legal action or collection shall not include any disturbance of
the possession, use or occupancy of the tenants or any right to evict the tenants, whether pursuant
to the specific Lease provisions or otherwise, and Buyer shall not be obligated to join in any such
proceeding. This provision shall expressly survive the Closing.
16.1.8 Security Deposits and Prepaid Rentals. Buyer shall be given a
credit against the Purchase Price for all security deposits and prepaid rentals collected by Seller
under the Leases.
- 19-
16.1.9 Other Items. All other items required by any other provisions of
this Contract to be prorated or adjusted or, absent express reference thereto in this Contract, items
normally prorated in the county where the Land is located, will be prorated in accordance with the
standards prevailing in the county in which the Land is located.
16.2 Seller's Closing Costs. Seller shall pay for the following items prior to or
at the time of Closing:
Title Commitment
Documentary stamps and surtax on the Deed
Cost of recording any corrective instruments
Certified and pending governmental special assessment liens for Nkhich the
work has been substantially completed as provided herein
16.3 Buyer's Closing Costs. Buyer shall pay for the following, items prior to or
at the time of Closing:
Recording of Deed
Title Policy
Survey
Pending special assessment liens for which the work has not
been substantially completed as provided herein
Any costs and fees in connection with any financing
16.4 Reprorations. At the Closing, the above referenced items shall be prorated
and adjusted as indicated. If subsequent to the Closing taxes for the year of Closing are
determined to be higher or lower than as prorated, a reproration and adjustment will be made at
the request of Buyer or Seller upon presentation of actual bills, and any payment required as a
result of the reproration shall be made within ten (10) days following demand therefor. All other
prorations and adjustments shall be final. If any refund of real property taxes is made after the
Closing Date for a period prior to the Closing Date, the same shall be applied first to the cost
incurred in obtaining same and second to the refunds due to tenants by reason of the provisions of
their respective Leases; the balance, if any, shall be paid to Seller (for the period prior to the
Closing Date) and to Buyer (for the period commencing with the Closing Date). The provisions
of this Section shall expressly survive the Closing.
17. Possession. Buyer shall be granted full possession of the Property a:
Closing subject to the Leases.
- 20-
18. Condemnation and Damage by Casualty.
18.1 Condemnation. In the event of the institution of any proceedings
by any Governmental Authority other than Buyer which shall relate to the proposed taking of any
portion of the Property by eminent domain prior to Closing, or in the event of the taking of any
portion of the Property by eminent domain prior to Closing, Seller shall promptly notify Buyer
and Buyer shall thereafter have the right and option to terminate this Contract by giving Seller
written notice of Buyer's election to terminate within thirty (30) days after receipt by Buyer of the
notice from Seller. Seller hereby agrees to furnish Buyer with written notice of a proposed
condemnation within two (2) business days after Seller's receipt of such notification. Should
Buyer terminate this Contract, then, except as otherwise provided for herein, the parties hereto
shall be released from their respective obligations and liabilities hereunder. Should Buyer elect
not to terminate, the parties hereto shall proceed to Closing and Seller shall assign all of its right.
title and interest in all awards in connection with such taking to Buyer.
*
18.2 Damage by Casualty.
18.2.1 Damage Not in Excess of $200,000.00. If, after the
Effective Date but prior to the Closing Date, any damage occurs from fire, windstorm or other
casualty to the Property, and the cost to repair such loss or damage does not exceed Two Hundred
Thousand Dollars ($200,000.00), then in such event the Closing shall be consummated as
provided for herein and Seller shall cause said damage to be repaired and the Property to be
restored to the condition in which it existed immediately prior to such damage. Seller shall effect
such repair and restoration before the Closing Date, and if such damage cannot be repaired by the
Closing Date, then at the Buyer's option (a) the Closing Date shall be postponed until such repairs
have been completed, or (b) the reasonable cost of such repairs, as estimated by the Buyer, shall
be withheld from the Purchase Price and paid over to the Seller upon completion of the repairs
and delivery to the Buyer of satisfactory evidence that all mechanics, labors and materialmen
providing services or materials in connection therewith have been paid in full and the Seller's
obligation to complete such repairs promptly shall survive the Closing hereunder.
18.2.2 Damage in Excess of $200,000.00. If the cost to repair
such damage or destruction exceeds $200,000.00, Buyer shall be required to close this transaction
in accordance with the Contract and Seller shall assign unto Buyer any and all insurance proceeds.
If such insurance proceeds are insufficient or unavailable to repair such damage, Seller shall pay
to Buyer at closing such additional amounts to cure such insufficiency and/or unavailability and
Buyer's obligation to close shall be contingent upon receipt of such payment.
19. Default.
19.1 Buyer's Default. In the event that this transaction fails to close due to
a refusal or default on the part of Buyer, the sole right of the Seller shall be to recover, and the
* The sale by Seller to Buyer is being made as an alternative to any
eminent domain action by the Buyer against Seller in order to obtain title to
the Property which is being conveyed by Seller to Buyer.
-21-
sole liability of the Buyer shall be to pay to Seller the Deposit as agreed upon liquidated damages
and thereafter, except as otherwise specifically set forth in this Contract, neither Buyer nor Seller
shall have any further obligation under this Contract. Buyer and Seller acknowledge that if Buyer
defaults, Seller will suffer damages in an amount which cannot be ascertained with reasonable
certainty on the Effective Date and the amount of the liquidated damages to be paid to Seller most
closely approximates the amount necessary to compensate Seller in the event of such default.
Buyer and Seller agree that this is a bona fide liquidated damages provision and not a penalty or
forfeiture provision. The Seller shall not be entitled to any other remedy against Buyer.
19.2 Seller's Default. In the event that this transaction fails to close due
to a refusal or default on the part of Seller, Buyer shall have the option to terminate the Contract
in which event Seller shall reimburse Buyer for Buyer's Costs, and thereafter neither Buyer nor
Seller shall have any further obligation hereunder, or, in the alternative, Buyer shall have the right
to seek specific performance against Seller.
20. Real Estate Commission. Seller represents and warrants to Buyer and
Buyer represents and warrants to Seller that there are no brokers, salespersons or finders involved
in this transaction. Seller and Buyer (to the extent permitted by law) agree to indemnify and hold
each other harmless from any and all claims for any brokerage fees or similar commissions
asserted by brokers, salespersons or finders claiming by, through or under the indemnifying
party. The provisions of this Section shall expressly survive the Closing or termination of this
Contract.
21. Notices. Any notice, request, demand, instruction or other communication
to be given to either party hereunder, except where requited to be delivered at the Closing, shall
be in writing and shall be hand -delivered or sent by Federal Express or a comparable overnight
mail service, or mailed by U.S. registered or certified mail, return receipt requested, postage
prepaid, to Buyer, Seller, Buyer's Attorney, and Seller's Attorney, at their respective addresses
set forth in Section 1 of this Contract. Notice shall be deemed to have been given upon receipt or
refusal of delivery of said notice. Notices may be given by telecopy provided a hard copy of such
notice is mailed in accordance with this Section on the next business day following such telecopy
delivery. The addressees and addresses for the purpose of this paragraph may be changed by
giving notice. Unless and until such written notice is received, the last addressee and address
stated herein shall be deemed to continue in effect for all purposes hereunder.
22. Assignment. This Contract may only be assigned by Buyer with Seller's
prior written consent such consent not to be unreasonably withheld or delayed. The purpose of
any assignment by Buyer shall be for the purpose of developing and/or financing its intended use
of the Property. Upon any permitted assignment Buyer shall be relieved of all obligation
hereunder provided that Buyer's assignee shall be obligated to close under this Contract in the
same manner as Buyer. In the event of permitted assignment of this Contract by Buyer, a duly
executed Assignment of this Contract shall be delivered to Seller on or before the Closing Date.
23. Miscellaneous.
23.1 Counterparts. This Contract may be executed in any number of
counterparts, any one and all of which shall constitute the contract of the parties and each of that
shall be deemed an original.
23.2 Section and Paragraph Hearings. The section and paragraph headings
herein contained are for the purposes of identification only and shall not be considered in
construing this Contract.
23.3 Amendment. No modification or amendment of this Contract shall be
of any force or effect unless in writing executed by both Seller and Buyer.
23.4 Attorneys' Fees. If any party obtains a judgment against any other
party by reason of breach of this Contract, Attorneys' Fees and costs shall be included in such
judgment.
23.5 Confidentiality. During the term of this Contract, neither Seller nor
Buyer or their respective officers or employees shall divulge or communicate any of the particular
terms of this Contract or the existence of this Contract or any matters related to this transaction to
any third party (except for counsel). Buyer may communicate with professional agents or
consultant who are necessary for advising Buyer regarding any inspections or due diligence items
set forth in this Contract. Neither Seller nor Buyer shall divulge any information to third parties
without specific written consent of the other party. After closing, Seller may disclose any
information that is in the public records, and Buyer may disclose any information that it desires to
disclose.
23.6 Governing Law. This Contract shall be interpreted in accordance
with the internal laws of the State of Florida, both substantive and remedial.
23.7 Entire Contract. This Contract sets forth the entire agreement
between Seller and Buyer relating to the Property and all subject matter herein and supersedes all
prior and contemporaneous negotiations, understandings and agreements, written or oral, between
the parties.
23.8 Time is of the Essence. Time is of the essence in the performance of
all obligations by Buyer and Seller under this Contract.
23.9 Computation of Time. Any reference herein to time periods of less
than six (6) days shall exclude Saturdays, Sundays, and legal holidays in the computation thereof.
- 23-
Any time period provided for in this Contract which ends on a Saturday, Sunday or legal holiday
shall extend to 5:00 p.m. on the next full business day.
23.10 Successors and Assigns. This Contract shall inure to the benefit of
and be binding upon the permitted successors and assigns of the parties hereto.
23.11 Survival. All representations and warranties of Seller set forth in
this Contract shall survive the Closing.
23.12 Acceptance Date. This Contract shall be null and void and of no
further force and effect unless a copy of same executed by Seller is delivered to Buyer by the
close of business on the Acceptance Date.
23.13 Construction of Contract. All of the parties to this Contract have
participated freely in the negotiation and preparation hereof; accordingly, this Contract shall not
be more strictly construed against any one of the parties hereto.
23.14 Gender. As used in this Contract, the masculine shall include the
feminine and neuter, the singular shall include the plural and the plural shall include the singular
as the context may require.
24. Notice Regarding Radon Gas. Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.
25. Escrow Agent. Escrow Agent agrees to perform its duties as required in
this Contract. In the event Escrow Agent is in doubt as to its duties or liabilities under the
provisions of this Contract, Escrow Agent may, in its sole discretion, continue to hold the Deposit
which has been delivered to it until the parties mutually agree as to the disbursement or
distribution thereof or until a judgment of a court of competent jurisdiction determines the rights
of the parties thereto; alternatively, Escrow Agent may deposit the Deposit then being held
pursuant to the terms of this Contract with the Clerk of the Circuit Court of Dade County,
Florida, and upon notifying all parties concerned of such action, Escrow Agent shall have no
liability by reason of its acting as escrow agent hereunder, except to the extent of accounting for
any of the Deposit previously delivered out of escrow. In the event of any suit between Seller and
Buyer in which Escrow Agent is made a party by virtue of its acting as an escrow agent
hereunder, or in the event of any suit in which Escrow Agent deposits the Deposit or any other
funds being held pursuant to the terms of this Agreement in any interpleader action. Escrom
Agent shall be entitled to recover its costs in connection with such suit, including reasonable
attorneys' fees in all trial, appellate and bankruptcy court proceedings, which shall be payable by
- 24-
the non -prevailing party. All parties hereto agree that Escrow Agent shall not be liable to any
party or person whomsoever for the failure of any financial institution in which the Escrow Agent
places all or a portion of the Deposit, or for misdelivery to Seller or Buyer of the Deposit or other
funds held pursuant to the terms of this Contract, unless such misdelivery shall be due to willful
breach of this Agreement or gross negligence on the part of the Escrow Agent. Nothing herein
contained shall preclude Escrow Agent from representing Buyer in connection with this sale -
purchase transaction or any dispute or litigation arising out of this Contract.
[THE REST OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]
-25-
IN WITNESS WHEREOF, the parties have executed this Contract as of the
dates indicated below.
SELLER:
Q42-11,4:-.. Q. 0.a...z .,
Approved as to legal form
and sufficiency:
Village Attorne
SUNTRUST BANK, MIAMI, N.A.,
a national banking association
Name:
--(,-, 13 //4-412,e2_
Title: C.."\ -0,_‘,)-4-,e.,". N- G.O
Date: %c c_e..,.,- ').:)_ , t z is
BUYER:
VILLAGE OF KEY BISCAYNE,
a Florida municipal corporation
By:
Name: C. Samuel Kissinger
Title: Village Manager
Date: 'Deco„ I')/ NIP
- 26 -
SCHEDULE OF EXHIBITS
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT F-1
EXHIBIT G
EXHIBIT H
Legal Description of the Land
Title Commitment and List of Permitted Exceptions
Inventory of Personal Property
Rent Roll
Schedule of Permits
Site Plan of Bank Branch
Revised Survey
Schedule of Service Contracts
Form of Deed Restrictive Covenant
103001 Contract between SunTrust and Key Biscayne Draft No. 4 - Clean
- 27-
.SS SEROTA HEL __AN
PASTORIZA & GTJEDES, P.A..
IJLLIAN ARANGO DE LA HOZ'
PATR,CIA M BALOYRA
MITCHELL A. ®'ERHAN
NINA L. BONISKE
ELAINE M, COHEN
,JAMIE ALAN COLE
CANIEL H COuLTCFF
MICHELLE M OALLARDQ
JENNIFER GOMEIERG
OQUGLAS R. GONZALES
EDWARD G. GUEDEs
ATEPHEN J. HELRMAN
JCHN R HERIN,
ROBERT W. kgLLAND#
JILL A JARKE3Y'
CHRISTOPHER F. KURTZ
GILBERTO PASTORIZA
NANCY RUIN•
GAIL ❑, ,SCROTA'
JOSEPH H SEROTA
JEFFREY P, SHEFFEL
,7ANIEL A. WEBS'
RICHARD JAY WEiSS
DAVID M. WQLPIN
STEVEN W. ZELkOWIT2
ATTORNEYS AT LAW
2665 SOUTF BAYSHORE DRIVE
SU wTE AaO
MIAMI, FLORIDA 33133
TELEPHONE (305) 854-OBCQ
7ELECOPIER (3C5) 854-2323
WWW,WSH-FLALAW C7H
April 13, 1999
FROWARD OFFICE
1132 SOUTHEAST SECOND AVENUE
FORT LAUDCRDALE, F_ORIOA 333,6
'rE_cPHCNE (BBa) 783-•242
TELCCO.,EA (86.) 764.7770
p.LM 9EACN OP►{CE
1972 SOUTHWEST STREE'r
BOCA RATON, FLORID' 334ne
TEL HONE 5561) 392.8762
TELECOPIER (S6 I) 392-755I
�OF COUNSEL
Mr. C. Samuel Kissinger
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Contract for Purchase and Sale of Real Property dated as of December 22, 1993
entered into by and between SunTrust Bank, Miami, N.A. ("SunTrust"), as Seller, and
the Village of Key Biscayne (the "Village"), as Buyer, as amended by letter agreement
dated February 16, 1999, as further amended by letter agreement dated February 26,
1999, as further amended by letter agreement dated March 16, 1999 (the "Contract")
Dear Mr, Kissinger.
Pursuant to the terms of the Contract, the Village has the right to terminate the Contract,
in its sole discretion, by delivering written notice to SunTrust or SunTrust's attorney no later than
April 23, 1999. As part of the Village's due diligence investigations, the Village has completed
its building and environmental inspections of the subject property.
At our meeting with SunTrust's representatives last week, SunTrust agreed to give the
Village a $25,000 credit at closing for the repairs identified in the Village's building inspection
report. That agreement will be reflected in a letter agreement to be entered into between the
Village and SunTrust.
Since petroleum contamination was found at the gas station site located at 530 Crandon
Boulevard, Key Biscayne, Florida (the "Citgo Site") which is immediately south of the proposed
Bank Branch site and east of the proposed City Parcel site, the Village's environmental auditor.
Mr. C. Samuel Kissinger
April 13, 1999
Page 2
Edward E. Clark Engineers -Scientists, Inc. ("Clark"), completed a Phase I and limited Phase II
Environmental Site Assessment of the subject property (the "ESA"). As part of the environmental
investigations of the subject property, indoor air quality testing and asbestos, lead paint and radon
inspections were also performed. The results of (i) the asbestos, lead paint and radon surveys and
(ii) the indoor air quality testing did not reveal any environmental concerns with respect to the
improvements located at the subject property_ Phase II of the ESA included soil borings and
installation of groundwater monitoring wells in order to determine if there was any petroleum
contamination in soil or groundwater at the subject property. A summary of the results of the
ESA report dated February 15, 1999 is attached as Exhibit "A" (the "ESA Summary"). Clark
concluded that the results of the limited Phase II investigation "failed to identify any significant
petroleum contamination in the soil or groundwater."'
The Florida Department of Environmental Protection ("FDEP") has found the Citgo Site
eligible for state funded remediation assistance under the Florida Petroleum Liability and
Restoration Insurance Program. However, since the Citgo Site has a low ranking score of eleven
(11), it could be years before that site will be cleaned up the State Although the ESA did not
reveal any significant soil or groundwater petroleum contamination of the City Parcel at this time,
it is possible that the City Parcel could become contaminated in the future with pollutants
emanating from the petroleum contaminated Citgo Site. We have obtained a "comfort letter" from
the FDEP (the "Comfort Letter") regarding FDEP's "enforcement policy toward a property
owner whose property has been contaminated with pollutants emanating from an adjacent source
property." A copy of the Comfort Letter is attached as Exhibit "B" The Comfort Letter states
that "the state will pay the cost of cleanup if the petroleum contamination has migrated onto
adjacent properties." Please be advised, however, that the Comfort Letter is only informational
and does not confer any rights on the contaminated non -source property owner. Any construction
activities conducted at the non -source property owner's site must not exacerbate or spread the
contamination and any construction activities involving digging should be coordinated with
FDEP's Southeast District Office and Miami -Dade County Department of Environmental
Resources Management. In the event the City Parcel site becomes contaminated with petroleum
in the future, the owner of the City Parcel site would need to demonstrate to FDEP that the source
of the petroleum contamination was the Citgo Site and that the petroleum contamination migrated
onto the City Parcel. Clark has concluded that the potential for a future impact from the leaking
underground storage tank at the Citgo Site "is believed to be low since the movement of
groundwater in the area is primarily vertical due to tidal influences."
Section 9_1_5 of the Contract contains an indemnity from SunTrust which survives for a
period of one -hundred eighty (180) days following closing with respect to the existence, use, or
misuse, handling or mishandling, storage, spillage, discharge or seepage into the ground, in water
See page 2 of the ESA Summary
WLZSS SERoTA HELFMAN
PASTORI7_A & GT,SEDES, P.A.
Mr. C. Samuel Kissinger
April 13, 1999
Page 3
bodies or the ground water at any time prior to closing of any Hazardous Materials (as defined in
the Contract) in, on, under, at or used upon the subject property (the "Hazardous Materials
Indemnification") The Village intends to update the Phase II environmental audit prior to
closing. The Hazardous Materials Indemnification contained in the Contract will apply to any
Hazardous Materials located at the subject property prior to closing which are disclosed by the
updated environmental audit. However, SunTrust will not agree to expand the Hazardous
Materials Indemnification to cover any future petroleum contamination of the City Parcel
emanating from the Citgo Site which may occur after closing.
Accordingly, this matter should be placed on the agenda for the next Village Council
meeting in order for the Council to make a determination as to whether or not it wants to
terminate the Contract prior to expiration of the due diligence period under the Contract.
Very truly yours,
Elaine M. Cohen
EMC/jcc
103030
cc: Richard J. Weiss, Esq.
WEISS SEROTA HEI.FMAN
PASTOR/Z-9. & GUEDES, P.A.
April20, 1999
12. REPORTS AND RECOMMENDATIONS: The following items were discussed:
Village Manager. The Village Manager addressed the Council regarding the Civic Center Financing
Plan and presented three different financial options.
Michael Kahn, 881 Ocean Drive addressed the Council.
The Manager addressed the Council regarding Adelphia Cable reporting that a tentative public
hearing before Miami -Dade County is set for Tuesday, June 15, 1999, 7:00 p.m. The Manager also
encouraged residents to call Miami -Dade County when they have cable problems. It was the
consensus of Council to direct the Attorney to bring back the franchise issue to the next Council
meeting.
The Attorney addressed the Council regarding the cable issue.
At this time the Mayor introduced Mr. John Rosser, President of the Miami Rowing Club Parents'
Association. Mr. Rosser, 300 Redwood Road, addressed the Council regarding a request for a Key
Biscayne Fire Rescue unit for their 26th Annual Rowing Regatta on April 24, 1999 from 7:00 a.m.
to 5:00 p.m.
Chief of Fire Rescue, John C. Gilbert addressed the Council regarding this issue, stating that
the Village could provide a volunteer paramedic with first responder capabilities in a
command vehicle, with a radio. ,
Councilmember Broucek graciously offered to pay for the City of Miami Fire Rescue unit to be at
the event at a cost of $1,500.
Vice Mayor Han made a motion to approve that the Village provide a volunteer paramedic with first
responder capabilities in a command vehicle, with a radio for the 26th Annual Rowing Regatta on
April 24, 1999 from 7:00 a.m. to 5:00 p.m. The motion was seconded by Councilmember Bass and
approved by a 7-0 vote. The vote was as follows: Councilmembers Bass, Broucek, Fein, Fried,
Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes.
At this time the Village Attorney's report was heard.
/
Village Attorney. The Village Attorney submitted an environmental report concerning the SunTrust
site. The report consisted of a letter from the Village Attorney to the Village Council dated April
13, 1999 and attached to it a letter from Clark Engineers -Scientists dated April 12, 1999, where they
reported that they had performed a Phase I and limited Phase II Environmental Site Assessment for
portions of Tract 7 and 4 MATHESON ESTATES, 85 West McIntyre Street, Key Biscayne, Florida
11 of 14
April20, 1999
(letter attached for the record). There was no direction from Council, at this time, to terminate the
contract.
At this time Item 11A Mayor and Councilmembers was heard.
Mayor and Councilmembers. Councilmember Broucek addressed the Council regarding the 12
month evaluation of the Village Clerk, making a motion to increase and adjust the Clerk's salary,
effective April 1, 1999, to $50,000. The motion was seconded by Mayor Rasco.
Councilmember Bass made an amending motion to increase the Clerk's salary to $47,500. The
motion was seconded by Vice Mayor Han and failed by a 1-6 voice vote. The vote was as follows:
Councilmember Bass voting Yes. Councilmembers Broucek, Fein, Fried, Oldakowski, Vice Mayor
Han and Mayor Rasco voting No.
Camille Guething, 260 Seaview Drive; Michael Kahn, 881 Ocean Drive and Ed Stone 145
Hampton Lane addressed the Council regarding the Clerk's evaluation.
The main motion was approved by a 7-0 voice vote. The vote was as follows: Councilmembers
Bass, Broucek, Fein, Fried, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes.
Councilmember Oldakowski made a motion to rescind the action taken by the Village Council on
instructing the Village Manager to notify 744 property owners of right-of-way violations as defined
by the Miami -Dade County swale ordinance. The motion was seconded by Councilmember Broucek
and approved by a 7-0 voice vote. The vote was as follows: Councilmembers Bass, Broucek, Fein,
Fried, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes.
Mayor Rasco made a motion to approve the appointment of a committee for the selection of the
architect for the design and construction of the Police Station. The motion was seconded by Vice
Mayor Han and approved by a 7-0 voice vote. The vote was as follows: Councilmembers Bass,
Broucek, Fein, Fried, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes.
Mayor Rasco made a motion to approve the appointment of the Year 2000 Census Committee. The
motion was seconded by Councilmember Broucek. The motion was approved by a 7-0 voice vote.
The vote was as follows: Councilmembers Bass, Broucek, Fein, Fried, Oldakowski, Vice Mayor
Han and Mayor Rasco voting Yes.
It was the consensus of Council to appoint Councilmember Broucek as the liaison for this
committee.
Councilmember Oldakowski made a motion to approve additional hours for the Key Biscayne
library. The motion was seconded by Councilmember Fein and approved by a 7-0 voice vote. The
12of14
VILLAGE OF KEY BISCAYNE
&u,. Cot/nil
Joc r. RIG,. Mayor
Gregory C. Han, Vic, Mayor
Scoi,
Marche Fdc-Leon Broucek
Alin H. Fein
MoRirnLr Dried
Robcrt Oldakowllci
VVIJagr Man.Lrr
C S mulct Kitsinrcr
Mark Jacobs, Esq.
Bergman and Jacobs, P.A.
777 Bricke11 Avenue
Suite 780
Miami, EL 33131
RE: SunTrust Bank Building
Dear Mr. Jacobs:
Office of the Village Manager
June 22, 1999
Enclosed please find executed copy of the June 22, 1999 letter. This letter was also executed by
Mr. David Wind from SunTrust Bynk Miami, Inc. This executed letter relates to the $25,000 at
closing against the purchase price for all repairs identified in the Building Inspection Report.
If you have any questions, please feel free to contact my office. Thank you.
Very truly yours,
C. Samuel Kissinger
Village Manager
CSKladv
enclosure
cc: Elaine Cohen, Esq.
85 West McIntyre Street • Key BLgcayne, Florida 33149 • (305) 365-55n • Fax (305) 365.8936
:,•-. Pion ,a tioA-1
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--May , 1999
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Attn: Mr. C, Samuel Kissinger,
Village Manager
Contract for Purchase and Sale of Real Property entered into between SunTrust
Bank, Miami, N.A. ("Seller") and the Village of Key Biscayne ("Buyer") dated as
of December 22, 1998, as amended by letter agreement dated February 16, 1999,
as further amended by letter agreement dated February 26, 1999, as further
amended by letter agreement dated March 16, 1999 (collectivelythe "Contract
Dear Sir:
Except as otherwise specified herein, all defined terms used in this letter agreement shall
have the meaning ascribed to such terms in the Contract.
Buyer has inspected the Improvements as part of Buyer's due diligence investigations of
the Property. The results of the building inspections performed by Buyer are set forth in the
report dated February 5, 1999 from Mr. Eugene M. Santiago, Chief Building Official, a copy of
which is attached hereto as Exhibit "A" (the "Building Inspection Report"). This letter shall serve
to confirm that Seller has agreed to give Buyer a credit in the amount $25,000 at Closing against
the Purchase Price for all of the repairs identified in the Building Inspection Report.
Except with respect to the repairs identified in the Building Inspection Report, this letter
agreement shall not be deemed to limit or otherwise affect any of the obligations or
representations and warranties of Seller under, the: Contract.
This letter shall also serve to confirm that pursuant to the terms of the Contract, the
"Commencement Date" under the Contract is April 23, 1999,
P!/an,4 ' -1
S60'?df9 Wn3fl-' 44 W,aM: 7n as—: n_nnw
Mr. C. Samuel Kissinger
May , 1999
Page 2
If this letter conforms with your understanding, then please execute a copy of this letter on
behalf of Buyer acknowledging Buyer's agreement to the foregoing and return the signed copy to
Seller's Attorney via facsimile (fax no.: (305) 577-9730).
Facsimile copies of this letter and all signatures hereon shall be considered for all purposes
as originals.
Very truly yours,
SUNTBUST BANK, MIAMI, N.A.,
a national banking association
Acknowledged and Agreed to this ZZ
day of t 1999,
VILLAGE OF KEY BISCAYNE, a Florida
municipal corporation
By:
C. Samuel issinger
Village Manager
103030
By:
Cl/ n .4 D p-1
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EXHIBIT "A"
COPY OF BUILDING INSPECTION REPORT
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VILLAGE OF KEY BISCAYNE
Dcpxrtment of Building, Zoning and Planning
VILLAGE AND BANK BUILDING INSPECTION REPORTS
BUB.DINCi: A. Roof Inspection shows the following:
Roof dry and watertight
A/C Condcneing units -- steel frame shows some signs of rust arid
corrosion, should be scraped and prim -coated.
N.W. corner - vent heeds to be repatchod and scaled - membrane
has lifted -up.
Roof drains -- 2 grates missing.
]3. Elec.•trie Metier Room -- rear of building
1. Door needs seal and threshold,
2. Walls and roof need to be sealed with firrstopping materials.
C. Parking Lot.
Parking pavement shows signs of wear. Should be patched and
sealed.
Handicap parking stalls ramp and signs not to code need to upgrade.
Exterior lighting not to code, must meet Dade County Ordinance
1/FC/Sr.
D. Building Permit Office.
1. Exit signs - needs adjustment.
.1 .
95 West McIntyre Street • Key Hkesyne, 111orida 35149 ' (305) 365-5511 ► Fax (305) 3G5 -a936
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VILLAGE KEY BISCFlYNE ID:305-365-5556
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Exit door needs automatic closer/panic bar needs to be tightened -up.
Handicap toilL-ts need second grab bar behind stint.
E. Elevator lobby - stairs.
. Elevator cab - needs ADA upgrade with emergency phone and braille
panel.
Stair handrails •- need to be extended to meet code and add one hand
rail to other side.
Emergency steel stairs at east side of building.
anc[ing at top higher than 'A" above finished floor. Mus. be level.', ; . . -
Stairs not to code -- must meet NFPA standards, handrails ands
guardrails. not to code.
G. Hurricane protection is required for all exterior openings.
zI.
Rear doors, ifrequired exit does not meet ADA.
Party walls are not constructed to code. Tenant separations
have not been protected properly, Inspections of the plenum
indicate improper penetration without proper fire stopping.
All party walls must be inspected and corrected in both floors.
ELECTRICAL INSPECTION FOR BUILDING PURCHASE —
*ck- c- .0 C !
Village Office Permit Section - 85 W. McIntyre 1 " -0-'cf
(c) Exit lights at front door not working.
(t Ztesupport exit light at rear door/water damage.
610 Fixtures with two lights working have bulb or ballast problem.
Tarafi & lriondo Real Estate - R7 W. McIntyre
Cc) No exit sign at front door or rear door.
-2-
:inn ,i 74a
VILLAGE KEY EISCAYNE ID -305-365-5555 ftu
Village Office Inspection - &9 W. McIntyre
Major problem with panel buss or breaker at 7:10 am each morning , a
timer or motor starts throwing n load into panel causing arcing or buzzing
noise either in the bus or breaker, Possible AJC timer,
Fixtures with lamp or j;� ; problem.
Entry to Elevator Lobby
(c) A/C closet exposed — hi voltage wires and missing cover on A/C junctions
box.
Trust Deportment 2"d Floor
Lc.) Exit lights not working,
A/C ft1 Closet upstairs hall
CO Time clock not grounded
A/C #2 Closct
(c) Open K.O. in panel needs panel fillers.
co Exposed wire thru panel cover,
A/C #2 Upstairs
CC) iunground metal case on tim r.
Hallway 2"d Floor
Cc) No exit sign to elevator lobby from the Village Office (cannot be seen)
beyond Village door in hallway.
Park Department
C,d) Exit fixture not working.
Council
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VILLAGE KEY BISCAYNE ID=305-365-555b
(,c) Exit fixture not working.
Village Offices
FCC v,
CO
Sunbank
Ccl Safety deposit roo dust outlet covers.
(e) Rear office area ex ights not working.
a) Ale closet open K.O. exposed buss.
t) Abandoned panel to be secured.
(t.) Employee kitchen exposed wires under sink.
(0 Missing covers on kitchen outlets,
Roof
Support conduit with straps.
Identify all A/C: units and switches.
(e) Time clock on big unit not grounded.
Strap conduit to building sign.
Meter Room
Fire stop holes.
(c) Correct violation on building neutral/hand and line gutter for main #2 of 2
C2-) Wires doubled in lug; corrosion from water leak into wires.
(c) Wires loose in lugs,
up. ail disconnect and meters.
Main ti) of 2 neutral ground bypass of main,
No bonding of gutter.
Remark mains. A/C feed to 85 W, McIntyre is a main. Switches in meter
room should he main 1 of 3, 2. of 3, 3 of 3,
SAr,wrs OP/in .;F_wr4
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VILLAGE KEY BISCAYNE ID:305-355-5556
l:xtcrior of all switches in meter rooms, roof top A/C rooms need normal
maintenance for rust and internal corrosion.
k-.4-,C7"./Separately meteredmeteredconductor rcquiro? fire stops between offices.
PLUMBING INSPECTION FOR PURCHASE OF BUILX)1NG
l 85 W, McIntyre - Village of Key ,Biscayne Zoning and Permit Section.
Bathrooms.
(( (. Men's Room -- Watercloset leaks an ground ft -am toilet tank whc»
toilet is flushed. (Need to repair leak),
2. Toilet room meets handicap requirements.
1. Women's Room -- Okay.
2. Toilet Room meets handicap requirements,
2, 87 W. McIntyre — Tarafa Iriondu
(R.)
CO 2.
Brlthmom - • watercloset not mounted to floor properly, no closet
bolts, toilets cemented to floor, Need to rent toilet properly.
Bathroom dots not meet present handicap requirements.
3, 89 W. McIntyre - Village of Key Biscayne Inspection and Plan' Kevicw
Department.
o
co 3
Bathroom — Wttterclosot does not flush properly -• recommend
replacement of toilet tank parts.
Lavatory- falling off wall, needs to be re -hung and grouted.
Bathroom does not meet present handicap rcquiremertts.
4. Sun Bank 1" Floor
C) 1. Four inch cleanout in wall needs to have cleanout -- cover plate.
.5.
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2. Two bathrooms in private oinees — okay.
3. handicap Public Men's and Ladies Bathrooms — okay.
ay-(.17)
Service .sink has no vacuum breaker on faucet.
5. Sun Rank 2" Floor — Trust Department Bathrooms
1. ies Bathroom
C¢ } Pop-up drain assemblies ror lavatories not working.
() Lavatory faucets -- corroded and pitted chrome finish —
reeommend — replacement of lavatory faucet and pop-up
assemblies_
Cam) Trap primer for floor drain missing,
D. Toilets okay.
rr� E. Bathroom does not meet present handicap requirements.
2, Mcn's Bathroom
CR)
:s) B.
C.
Lavatory faucets pitted and corroded finish, pop-up
assemblies not working — recommend replacement of lavatory
faucets.
[Inc lavatory chipped enamel, lavatory needs ro be replaced.
Toilets okay.
Bathroom dots not meet present handicap requirements,
6. 2"d Floor — Village Offices — Hallway Bathroom
1, Men's Etathroom
Cc')
Cc.)
D.
Lavatories -• chipped enamel, faucet pop-up assemblies not
working recommend replacement of chipped lavatories and
lavatory faucets.
Toilets okay.
No trap primer for moor drain.
Bathroom does not meet present handicap requirements,
2. Ladles Rathroom
Lavatory counter top coming loose from wall — must tie re
supported.
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UILkAGE KEY ➢ISCA(NE ID 305-355-S556
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f -R.) \_,/ Lavatories chipped enamel, faucet pop-up assemblies not
working. Recommend replacement of chipped lavatnrics and
C) V lavatory faucets.
No trap primer on floor drain.
Toilets okay.
(L) E, Bathroom does not meet present handicap requirements.
7. General Building Plumbing
1.
Existing building main cold water service is galvanized steel piping
and drainage, waste and vent piping is cast iron,,no hub.
There are some places in rear of building where galvanized water
piping is connected to copper water piping and is causing leaks on
waterpiping. All leaks need to be repaired.
Irrigation lines in front flowcnccd's not installed to code, hose bilks
in front and rear of building must have vacuum hreakei's installed.
There is not hot water heaters or hot water piping in building.
On the roof— two beehive strainers are missing from the roof drains.
VILLAGE AND RANK MECHANICAL INSPECTION REPORTS
M.ECIiAN1CAL:
1.
1. Main Office —Building Department
Unit seems to be satisfactory condition and at this time is working properly,
2, Rcal Estate Office — same as 41,
3. Building Department— inspectors section same as 41.
4. Sun Bank downstairs — office and teller areas are — all okay.
5, Sun Bunk air htwdlin$ unit next to elevator— all okay.
i, Air handling unit 2" floor next to elevator this unit sounds as if the
bearings for the squirrel cage fans are about to go — also the side panel is
off and most al the air is not being filtered — the coils probably need
cleaning,
7. Tbc condensate dry wells at rear of building need cleaning.
8. of top units.
C9z.) • The insulation on the refrigerant lines has deteriorated -- should be
replaced.
(„t9,) lam/ The 2nd condensing unit front the west is not properly secured to the
stand.
-7.
[1:_J CI /7I a eQC_I
JI'LCAGE KEY l3ISCRYNE
ID -305-365-5556
1 L U ......
Cool breeze A/C Company i5 the company that services tii A/C in this
building - T informed them that their service man evidently left the side
pane) oft of !lac air handling unit next to the elevator on the 2nd floor and
that is must be replaced as soon its possible - "Bill" of this company said it
will be done no later that 1-27-99,
f
•R.
., ''r 1
ORDINANCE NO. 2000 - 6
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, ADOPTING THE ZONING MAP AS REQUIRED
BY THE LAND DEVELOPMENT REGULATIONS;
PROVIDING FOR REZONING OF ALL PROPERTY IN THE
VILLAGE OF KEY BISCAYNE IN CONFORMANCE WITH
THE ZONING DESIGNATIONS CONTAINED ON THE
ZONING MAP; PROVIDING FOR INCLUSION IN THE
CODE AND AN EFFECTIVE DATE.
WHEREAS, the Village's Land Development Regulations require the preparation of an
official zoning map to implement the Land Development Regulations; and
WHEREAS, the Village has held numerous Workshop Meetings and obtained extensive
input and participation by the public through these meetings; and
WHEREAS, a new zoning map has been prepared by the Director of Building, Zoning and
Planning for the proper preservation of the public peace, health, safety, and welfare of the Village;
and
WHEREAS, the Village Council, sitting as the Local Planning Agency, has held a public
hearing upon the Zoning Map and has recommended adoption of the Zoning Map to the Village
Council; and
WHEREAS, the Village Council has held public hearings upon the adoption of the Land
Development Regulations pursuant to this Ordinance; and
WHEREAS, in accordance with the Village's procedures and Section 166.041, Fla. Stat.,
public notice has been given of the public hearings for the proposed passage of this Ordinance
adopting the Zoning Map as required by the Land Development Regulations.
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That the recitals set forth above are hereby adopted and
incorporated herein.
Section 2. Adoption of Zoning Map. That the Zoning Map attached as Exhibit "A" is
adopted as the -official zoning -map of the Village of Key Biscayne, and that all property within the
Village is hereby rezoned in accordance with the Zoning Map.
1
Section 3. Repeal of Zoning Map and Designations. That the Zoning Map that was
adopted by the Village Charter (the Miami -Dade County Zoning Map), along with any amendments
thereto, is hereby repealed and replaced as of the effective date of this Ordinance.
Section 4. Conflicts. That all ordinances and parts of ordinance in conflict herewith are
hereby repealed insofar as they are inconsistent or in conflict with the provisions of this ordinance
or the Land Development Regulations, and the Land Development Regulations shall replace the
provisions of the Miami -Dade County Zoning Code to the fullest extent allowed by law. However,
the repeal of ordinances and the replacement of the Miami -Dade County Zoning Code shall not
affect any offense or act committed or done or any penalty or forfeiture incurred, or any contract or
right established or accruing before the effective date of this ordinance.
Section 5. Effective Date. That this ordinance shall be in full force and effect on the date
of passage and adoption.
PASSED AND ADOPTED on first reading this 22nd day of February , 2000.
PASSED AND ADOP'1'hD on second reading this 9th day of May , 2000.
ATTEST:
./e6,"
MAYOR JOE I. RASCO
CHITA H. ALVAREZ, CMC, VILLAGE CL
APPROVED AS TO FORM AND LEGALITY
RIC O D JAY WEISS, VILLAGE ATTORNEY
C \My DcxunteuR\WordDit.t\I Wshp&g\Kry Biscayne\Zoning CtxkWdoptuig Zoning Map d0.. 127/00 7 22 AM
2
METROPOLITAN DADE COUNTY PLAT COMMITTEE
NOTICE OF ACTION
Plat No.: T -20723 -1 -NEW
Sec. 5 Twp. 55 S. Rge. 42 E.
Municipality: KEY BISCAYNE
Name: SUN TRUST KEY BISCAYNE Zoning:BU-1
Location by streets: Crandon Boulevard and Mcintyre St.
Owner: Suntrust Bank of Florida Inc. Phone:(305)579-7405
777 Brickell Ave.
Miami, FL 33131
Surveyor: Aylward Engineering & Surveying
925 NW 197 Ave.
Pembroke Pines, FL 33029
Phone:(954)430-6020
This is to advise you that on June 16, 2000 the Dade County
Plat Committee reviewed the above plat and that the same was:
Approved as a Tentative Plat, the requirement for platting has not
been waived, subject to the conditions indicated on the attached
/7
action copy
Approved subject to conditions indicated on action copy
Deferred for reasons indicated below
Not approved for the reasons indicated below
Prepared by Subdivision Control, Department of Planning, Development
and Regulations. Call (305)375-2141 for information regarding this
notice of action.
MEMORANDUM
Subdivision and Platting Section
Public Works Department
Office of Plan Review Services
Department of Environmental Resources Management
AGENDA DATE:
TENTATIVE PLAT NO.:
This office has reviewed the referenced plat and recommends th
JO
A public water supply must be utilized to serve this entire subdivision. Plans for the extension of the existing water mains to serve this
property must be approved by this department prior to the recordation of this plat.
C/A
public sewerage system must be utilized to serve this entire subdivision. Plans for the extension of the existing sanitary sewer system to
serve this property must be approved by this department prior to the recordation of this plat.
OA
public water supply must be utilized to serve this entire subdivision This department has approved plans for extension of existing water
mains Therefore, we have no objection to the recordation of this plat
APPROVAL #
OA
public sewerage system must be utilized to serve this entire subdivision. This department has approved. plans for the extension of the
existing sanitary sewer system. Therefore, we have no objection to the recordation of this plat.
APPROVAL #
Existing public water fines must be utilized to serve this subdivision. This office has no objection to the recordation of this plat.
O Existing
public sewer lines must be utilized to serve this subdivision. This office has no objection to the recordation of this plat.
OThe
use of septic tanks is acceptable for this subdivision.
0
Individual wells for potable use are acceptable for this subdivision.
OA
restrictive land use covenant must be executed with this office prior to the recordation of this plat. Forms for this covenant may be
obtained at this office at 111 NW lst Street, Suite 1010, Miami, Florida.
O Development
information not furnished.
0-
ThisDepartment has performed a concurrency review for water and sewer on the above subject Development Order. Based on currently
available information, the following determinations have been made:
1. Public Water -Existing facilities and services meet the Level of Service (LOS) standards set forth in the CDMP. Furthermore, the proposed
development order, if approved, will not result in a reduction in the LOS standards subject to compliance with the conditions stipulated
by DERM for this proposed development order, if any.
2. Public Sanitary Sewer -Existing facilities and services meet the Level of Service (LOS) standards set forth in the CDMP. Furthermore, the
proposed development order, if approved, will not result in a reduction in the LOS standards subject to compliance with the conditions
stipulated by DERM for this proposed development order, if any.
Please note that this concurrency determination does not constitute a final concurrency statement on the proposed development order as
provided for in the adopted methodology for concurrency review. One or more additional concurrency determinations will be required.
O Concurrency
Issued by the Municipality
Please note that the regional sewer system is operating under a capacity allocation program in accordance with the First Partial Consent
Decree between Miami -Dade County and the United States of America (Case NO. 93-1109 CIV Moreno). Under the terms of this Consent
Decree, this approval does not constitute an allocation or certification of adequate treatment and transmission system capacity, which will be
evaluated and determined at the time of agency review of the building permit plans for the referenced project.
Date Reviewed: � l�; `%7
Jeb Bush
Governor
Lillian Rivera, RN, MS, Acting Director
To. Control Section Subdivision
Dade County Department of Public Works
From
Florida Department of Health
District XI
On -Site Sewage Disposal System
AGENDA DATE: .- / - c,(\
TENTATIVE PLAT No :
WAIVER OF PLAT No.
1.
2
3
[
Robert G Brooks, M.D.
Secretary
• /k '
] A public water and sewer system must be utilized to serve this entire subdivision
] A public water supply must be utilized to serve this entire subdivision.
Plans showing the design and locations of the proposed septic tank systems must be
approved by this office prior to issuance of individual building permits
] Individual wells for potable use are acceptable for this subdivision
Plans showing the design and location of the proposed septic tank systems and the
well must be approved by this office prior to issuance of individual building permits.
4. [ ] Other:
Efrain Lopez
Engineer III
Date
Sanur Elmer, M S , P E , Environmental Administrator
Miami -Dade County Health Department/Environmental Health
1725 N W 167'i' Street, Miami, Florida 33056
ILL (305) 623-3500 • FAX (305) 623-3502
Email santir_elnur@doh state 0 us
Websrte wwv. dadehealtli org
DEPARTMENT OF ENVIRONMENTAL RESOURCES MANAGEMENT
Natural Resources Division
Memo
Date: 6-15-00
To: Tony Toledo
Plat Review Section
From: J y✓f. Joyner, Biologist 1
Fo es Resources Program
Subject: Tentative Plat T-20723-1
5-55-42
The above referenced site contains a specimen -sized (Trunk diameter 18" or
greater) tree. According to Section 24-60 of the Code of Miami -Dade County,
specimen -sized trees must be preserved on site whenever reasonably possible.
Any future development plans must take into consideration the preservation of
said trees. Please be advised a Miami -Dade County Tree Removal Permit is
required prior to the removal or relocation of any tree on the subject property.
Please contact the Forest Resources Program at (305) 372-6585 for information
regarding tree permits.
sUN TRUST
.KEY 131S AYNE
:NTATIVE PLAT NO.
:. OS
20723 — I
Tf,w,;. SS s
6-00
Inge. 42 li
inicipality: KEy13W.AYNE
ned: EU - I
'I'I.OVIiD `.Q` 1
jj D.ttc Nit uit•Uatte Co. Ucpartr t of fan u lk ono.
(PROVED W -I(0-00
Date Al nrot.D ale Cu. Public 1' s Ue
Intent
I
its Required
Yes
No
Grading Plan
tinace Plan
The tentative pl.tt approval is valid for 120 days front
above, but will not exceed concurrcncy expiration
approval does not necessarily guarantee final plat
No road. sidewalks or drainage facilities arc to be
without prior knowledge, approval and complete
by the Public Works Dept. Construction or installation
does not guarantee acceptance by the County unless
and recorded.
Final approval and rccoiding subject to D.E.R.M.
Department of Health approval on sewage disposal
supply.
Site to be filled to County Flood Criteria Elevation
N.G.V.D. or to an elevation not less than the approved
of the road fronting the property. Cutting of existing
permitted below the established base flood elevation
Dade County FL Community 11125098.
Props:ty owner must provide the needed improvements
of way.
For removal of any tree a Permit_is required.
the date indicted
date. Tentative
approval.
constructed or installed
progressive inspection
of these facilities
float plat is apptoved
and Florida
facilities and water
of
crown elevation
grade is not
in the F I.R.M. for
tvittin the right
1pprovcd subject to the requirements checked below:
1pprovcd as a tentative plat, the requirements to platting have not been
valved, and subject to the requirements checked below:
ipprovcd subject to the Chrerf it ei Biscyrle
cquircmcnts and the requirements checked below:
,pproved as a Master Plan for major road(s) alignment only. Master
aving and drainage plan required, and subject to the requirements
pecked below:
Fast Track' approved subject to approval of Public Hearing
,pplication No. and plats prepared by
dated , and
abject to the requirements checked below: (Concurrency capacity is nut
:served at this time)
lame of subdivision is to be changed and submitted prior to next
:tton. Contact Subdivision Control for selection of a new name
avcd Public Access must be provided prior to recordation of this plc.
entativc Plat No. T - shall be recorded prior to the
cordation of this plat.
ublish notice of rcplattinb is required, indicating that public right of
'ay is to be vacated by this plat.
oad closing petition must be approved by the County Commissioner,
vacate a public road, prior to final plat review.
25 foot radius return is to be shown on the final pit at all toad
irners.
dewalk. curb and valley gutter required.
and required for possible drainage.
o driveway connections are permitted into
n agreement and plat restriction to this cited is requticd.
ote: This property lies within two miles of a rock mining operation
here blasting is permitted.
❑ Circular driveways or on -site turnarounds arc required for lots
fronting art . An agreement and plat restriction
to this effect is required.
❑ Florida Department of Transportation hearing required fur street
crossing of a railroad track prior to final plat review.
❑ Florida Department of Transportation permit required for any
improvement within State Road right of way.
❑ Florida Department of Transportation approval required prior to final
plat review.
❑ No Planting permitted within the public right of way unless
maintained by .a Special Taxing Districtll'roperty Owners
Association.
❑ A standard signal utility casement to be shown on the final plat on
the radius retorts at the intersection of
and
❑ All private roads arc to be constructed to nicet Miami -Dade County
Road Standards. (P.W.D. permit req'd.) and to be identified in
accordance with Miami -Dade County numbering systems.
❑ Subordination of interest from utility companies required.
❑ Letters front utility companies accepting vacation of existing
casement are required prior to final plat review.
❑ All non -conforming structures must be removed prior to final plat
review.
Eij
Rc.tr lot lines of all double frontage lots arc to be shown as a linuted
access line on the final plat: the design of a decorative barrier ttTic
approved by the Plat Committee prior to final plat review.
All lots to meet zone requirements.
❑ Tracts to be lettered and, Lots and Blocks to be numbered
consecutively front previous section of the Master plan.
❑ A covenant and plat restriction arc required limiting these ION to
single family use, prior to final plat review.
❑ Property Owners Association agreement for maintenance of private
roads and common areas and lake is required.
❑ Park Sr School sites to be dedicated with first adjacent plat.
❑ Lake excavation permit required front the Dept of Planning &
Zoning and be cottlItleted and approved by Dept of Plannutg
Zoning and D.E.R.M. prior to final plat review. Ton of Lake Slope
in he shown on final Ott.
❑ It will be necessary to establish use rights and ownership of the lake
with the adjacent lots, on the final plat.
❑ Areas adjacent to lake and/or canal, to be graded so as to prevent
direct overland discharge of storm waters into lake and/or canal.
❑ Class III pet tilt requirement front Water Control fur culvert
ccrr sing.
Sec attached DERM memorandum for environmental concerts and
requirements.
❑ South Florid.t Water Management District approval required.
L' A special taxing district must be created for street lighting and/or
landscaping on public right of ways.
❑ Concutrency approval by the Municipality is required prior to final
plat review and prior to the issuance of a building permit. City
concurrcncy review to include all City, State & County roads.
0
approval
required prior to final plat review.
�Concurrency capacity reservation : -
a J 14)2 > /Scc672 •if tentative plat is kept active••
• Sec attached memo
0
Sec neat number I above
SUR's, required prior to final plat review.
la/C!%a ey E.y/e4S/ !`eyalte�
Amounts Due SunTrust From The Village Of Key Biscayne Prepared By : Ben Kraljev
Number Description
Amount Detail/Documentation
1 Expanded Sidewalk From 6' 0 " to 10 ' 0" $ 4,000.00 See Attached Change Order # 1, Dated 02/14/01
See April 10th, 2001 Letter From Sam Kissinger Item # 1
2 12 Perimeter Fixtures @ $3,900 Each $ 46,800.00 See Attached Page # 3 of that Standard Form Of Agreement
Between Owner and Contractor By and Between SunTrust Bank
and The Tower Group, dated October 10th 2000
See April 10th, 2001 Letter From Sam Kissinger Item # 2
3 Amount Above $15,000 for Crandon Road Catch Basin $ 4,670.00 See Attached Change Order # 3 for $19,670, Dated 06/12/2001
See April 10th, 2001 Letter From Sam Kissinger Item # 3
4 Banner Assembly for 12 Perimeter Fixtures $ 5,268.00 See Attached Change Order #3 for $9,168 ($9,168-$3,900 = $5,268)
Verbal Approval Given By Jud Kurlancheek.
Total Due SunTrust From The Village Of Key Biscayne $ 60,738.00 (Through Change Order # 4)
k4/1,7/01 09:59 FAX 407 237464.. SUNTRUST SWRE
auD any D bb;
�. ...
UISCAYNE B Z P; #096;
APR -19-01 3:11PM; PAGE 2/3
PAGE
2
f 002
SunTrust Banks of Florida, Inc.
Mall Code 0-3024
135 West Central Blvd.
Suite 300
Orlando, Florida 32801
Tel (407) 237-5313
Fax (407) 237-4643
eenjantln E. Kr -alley
Vice President
SuNnIEtRUSTSUNTRUST REAL ESTATE CORPORATION
April 10, 2001COPY FOR
BY;n
Jud Kurlancheek, MCP
Director
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
ARDED TO: /4A road-
Revised 04/16/01
Dear Jud:
In accordance with our meeting last week, and consistent with your meeting with Robert Marsden
and David Wind yesterday, please accept the following recap/disposition of the issues:
ON:op00(o
FILE COPY
Re: SunTrust Bank, 520 Crandon Blvd., Key Biscayne, Florida
Letter of Understanding
1) The additional cost of $4,025.00 to expand the sidewalk along Crandon Blvd. in front of the new
SunTrust building from six feet wide to ten feet wide shall be paid by the Village of Key Biscayne.
2) Assuming the recently revised site lighting fixtures can be purchased and installed for $3,900.00
per fixture, there will be no additional cost to SunTrust or the Village. However, the Village has
agreed to reimburse SunTrust for the site lighting fixtures which are to be placed along Village
Greenway. (It is anticipated there will be approximately 9 to 10 perimeter fixtures, the exact number
yet to be determined pending a revised photometric study).
3) SunTrust will agree to pay a maximum of $15,000.00 towards the cost of the catch basins
associated with the new access road off Crandon. The Village shall pay any amounts beyond the
$15,000.00. (The parties shall mutually agree as to the overall price and installing contractor).
4) It is understood the Village will not close McIntyre Street prior to the issuance of the Certificate
of Occupancy for the new SunTrust Building. In addition, the Village agrees to coordinate any
subsequent temporary road closure realignment of McIntyre Road with SunTrust. In the event of
such temporary road closureJrealignment, the Village Shalt provide temporary access from McIntyre
Road to the SunTrust building_ Ultimately, permanent access from McIntyre will be granted to
SunTrust in a routing that is mutually acceptable by SunTrust and the Village.
5) SunTrust has agreed to allow the Village temporary use of the back lot portion of the property
currently used for staging purposes by the Tower Group. A parking plan will be developed and
agreed upon by the Village and SimTrust. Subject to the relocation of the fill dirt located in the
desired parking area, SunTrust anticipates occupancy by the Village on or about April 21, 2001.
04/17/01 09.59 FAX 407 237464
r-,1 I v V I
... r. tsat36; PAGE 3
SUNTRiJST SWRti
v. I GI 141,
rAUh 3/3
1j003
Page Two
Mr. Kurtancheek
April 10, 200I
6) The Village has agreed to grant SunTrust two wall signs to be placed on the SunTrust building
in accordance with the regulations as set forth in the Zoning and Land Development Regulations.
One sign will be located on the second floor wall to the right of the new drive-in canopy as you face
the building with the gas station behind you. The second wall sign will be located over the SunTrust
building entrance facing onto Crandon Blvd. SunTrust will be allowed to retain and refurbish the
existing low profile monument sign. SuunTrust will also be allowed to turn the sign 90 degrees (or
perpendicular to Crandon Blvd). The Village has agreed to work with SunTrust to maintain a clear
line of vision between any large streetseape trees and the second SunTrust wall sign referenced
above.
Provided the Village concurs with the disposition of the issues as outlined above, please have an
authorized representative from the Village of Key Biscayne sign and date where indicated below.
Please return a signed copy of this letter via fax at your earliest convenience.
Jud, I would like to thank you and the Village for your continued cooperation on these matters.
Sincerely,
Benjamin E. Kraljev
Vice President
PROJECT MANAGEMENT ADMINISTRATION
Terms Accepted By
C. Samuel Kissinger for
The Village of Key Biscayne
cc: Willy Fernandez — The Tower Group
Mike Garcia— SunTrust
Jose Gordillo -- RRW
Mark Jacobs — Sun Trust
Robert A. Marsden - SunTrust
Doug Sinclair - SunTrust
David Wind - SunTrust
Date
,;(6ER
AM DOCUMENT G701
OWNER
ARCHITECT
CONTRACTOR
FIELD
OTHER
Et
THE
TOWER
PROJECT: Suntnist @ Key Biscayne
520 Crandon BLvd
Key Biscayne, Florida
CONTRACTOR:
The Tower Group, Inc.
10145 NW 19 Street
hMami, FL 33172
tThe Contract is changed as Mows:
hem
Description:
CHANGE ORDER NUMBER
DATE:
ARCHITECT'S PROJECT NO:
CONTRACT DATE:
Approved RCO #2 - See attached copy (Extended GC)
Approved RCO #4 - See attached copy (Change paver sidewalk to 10' wide) ("-
Approved RCO #5 - See attached Copy (Add 1" irrigation Gne%hange sewer
pipe material, add corp stop at Mc intyre street)
Subtotal
2/14/2001
0057
C.O. Amount
$2,835.00
$4,000.00
Contractor Fee 15% S
Total
S13,310.00
$17,310.00
2,596.50
S22,74150
2/15/2001
Page # 2 0057COLOG
4.3 Unit prices, if any, are as follows:e
All light poles & fixtures shown on the plans & specifications- are included in `the contract sum of $2,109,200.00. For each
additional light pole and fixture material & labor will be an added cost of $3,900.00.
ARTICLE 5 PAYMENTS _--- "
5.1 PROGRESS PAYMENTS
5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued
by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below
and elsewhere in the Contract Documents.
5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or
as follows:
N/A
5.1.3 Provided that an Application for Payment is approved by the Architect is received by the Architect Owner not later than
the 30th day of a month, the Owner shall make payment to the Contractor not later than the 15th day of the following month. If
an Application for Payment Approved by the Architect is received by the Architect Owner after the application date fixed above,
payment shall be made by the Owner not later than 15 days after the Architect receives approves the Application for Payment.
5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in
accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various
portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its
accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing
the Contractor's Applications for Payment.
5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the
period covered by the Application for Payment.
5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as
follows:
.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the
percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the
Work in the schedule of values, less retainage of Ten percent (10 %). Pending final determination of cost to the
Owner of changes in the Work, amounts not in dispute shall be included as provided in Subparagraph 7.3.8 of AIA
Document A201-1997;
.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at
the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner,
suitably stored off the site at a location agreed upon in writing), less retainage of Ten percent (10 %);
.3 Subtract the aggregate of previous payments made by the Owner; and
.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Paragraph
9.5 of AIA Document A201-1997. Upon J50%) jjity Percent completionsilla2 oroiect. retainage.thaja, redo aS to (5%1
fug oercent,g one, sf [ Previously withheld retainaae shall,pg releaseglg Contractor. Upon issuances2122.
Certificates" Occuoancv ja accordanceaccordance.yd2Alie retainaae release provisions. Owner may.„lljj discretion hold
monies eaualls2 (150%)one hundreg.fity Percent values any outstanding Punchlist items_until, completion
same (Value to be determined by Architect).
5.1.7 The progress payment amount determined in accordance with Subparagraph 5.1.6 shall be further modified under the
following circumstances:
ill6
.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of
AIA DOCUMENT A101 -OWNER - CONTRACTOR AGREEMENT - 1997 EDITION - AIA - COPYRIGHT 1997 - THE AMERICAN INSTITUTE OF
ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and
will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced without violation until the
date of expiration as noted below.
Electronic Format A101-1997
User Document: AIA -- 10/18/2000. AIA License Number 116966, which expires on 5/1/2001 -- Page #3
i
CHANGE
ORDER
ALt DOCUMENT G70/
OWNER
ARCHITECT
CONTRACTOR
FIELD
OTHER
El
0
El
PROJECT: Suntrust @ Key Biscayne
520 Crandon BLvd
Key Biscayne, Florida
!CONTRACTOR: The Tower Group, Inc.
10145 NW 19 Street
Miami, FL 33172
`The Contract e6 changed as follows.
item #
Description:
CHANGE ORDER NUMBER: 3
DATE: 6/12/2001
ARCHITECTS PROJECT NO: 0057
CONTRACT DATE:
Additional light pole & fixture per contract unit price and banner
assembly for the 12 permiter light poles per approved RCO# 7
Catch basin structure and drainage @ Village Greenway as per owner
direction. RCO# 8
Additional manhole structure @ crandon sewer extension per WASA
due to existing traffic signal conflict per approved RCO#9
Additional fire alarm battery panel as per electrical code requirements
and approved RCO#10
Payment & Performance Bond Cost for Change Orders 1-3 (1% of Cost)
Total Cost of Change Orders 1-3 - $69,397.90
WASA conflict pre -payment as per RCO#13
C.O. Amount------ -- -
$9168. )0_.= `' - f,
S19,670.00 -- ('5--c-'C'(- ' ,' ') L>
$7,333.00
S1,549 00
S693.98
56,047.02
Subtotal S44,461.00
Contractor Fee 15% S 6,669.15
Total 551,130.15
t31SCAYNL F3 L P; #774; PAGE 2
JUN -06-2001 WED 01:10 PM
FAX NO,
P. 02
NINA L. HONISKE
JAMIE ALAN COLE
EDWARD G. GUEDES
STEPHEN J. HELFMAN
GILBERTO PASTORIZA
JOSEPH H. SEROTA
RICHARD JAY WEISS
DAVID M. WOLPIN
STEVEN W. ZELKOWITZ
THOMAS J. ANSBRO•
LILLIAN ARANGO OE LA HOZ*
ALISON S. BIELER
MITCHELL A. BIERMAN
MITCHELL J. BURNSTEIN
ELAINE M. COHEN
DOUGLAS R. GONZALES
GERALD T. HEFFERNAN•
VIA FACSIMILE
r^�
WEISS SEROTA HELFMAN
PASTORIZA & GTJEDES, P.A.
ATTORNEYS AT LAW
MIAMI-DADE OFFICE
2665 SOUTH BAYSHORE DRIVE
SUITE 420
MIAMI, FLORIDA 33133
TELEPHONE (305) 854-0800
TELECOPIER (305) 854-2323
WWW.WS H-FLALAW.CO M
BROWARD OFFICE
3107 STIRLING ROAD, SUITE 300
FORT LAUDERDALE, FLORIDA 33312
TELEPHONE (954) 763-4242 • TELECOPIER (954) 764-7770
Mr. Jud Kurlancheek, Director
of Building, Zoning & Planning
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
*OF COUNSEL
May 8, 2001
Village of Key Biscayne/SunTrust Transaction
Dear Mr. Kurlancheek:
JOHN R. HERIN, JR.
CHRISTOPHER F. KURTZ
DAVID LEIBOWITZ
PETER A. LICHTMAN
KAREN LIEBERMAN'
MATTHEW H. MANDEL
BERNARD S. MANDLER•
ALEXANDER L. PALENZUELA-MAURI
GARY I. RESNICK•
NANCY RUBIN•
GAIL D. SEROTA'
DANA S. SCHWARTZ
ARI C. SHAPIRO
JEFFREY P. SHEFFEL
NANCY E. STROUD*
SUSAN L. TREVARTHEN
CARMEN I. TUGENDER
DANIEL A. WEISS*
You have inquired as to whether McIntyre Street and Village Greenway must remain
open as part of the SunTrust transaction. The Contract for Purchase and Sale of Real Property
dated as of December 22, 1998 (the "Contract") entered into between SunTrust Bank, Miami,
N.A. (the "Bank"), as Seller, and the Village of Key Biscayne (the "Village"), as Buyer,
specifically contemplates that the Bank branch parcel will have direct access to Village
Greenway and McIntyre Street.
Section 7.1 of the Contract provides that the Bank's obligation to close is expressly
contingent on the Bank obtaining all governmental development approvals and permits for the
relocation of the Bank branch substantially in accordance with the conceptual site plan attached
as Exhibit "F" to the Contract. The Bank has now obtained final site plan approval and the
building permit for the Bank branch has been issued. Section 14.A. and Exhibit F.I. to the
Contract provide that the Village agrees to grant to the Bank for the benefit of the Bank branch
parcel a perpetual ingress/egress easement over and across the Village parcel, which easement is
intended to access the Bank branch from McIntyre Street. The Contract further provides that the
JUN -06-2001 WED 01:10 PM
FAX NO.
P. 03
Mr. Jud Kurlancheek
May 8, 2001
Page 2
exact location of the reciprocal ingress/egress easements to be granted between the Village and
SunTrust may change_ in accordance with the final approved site plan. The final approved site
plan specifically shows access to the Bank branch parking lot from two locations from Village
Greenway.
Please call me if you have any further questions regarding this matter.
Very truly yours,
Ceetak-g- life (14911
Elaine M. Cohen
EMC/jo
103.030
cc: Richard Jay Weiss, Esq.
WEISS SEROTA HELFMAN
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
ATTORNEYS AT LAW
NINA L 9CN13KE
JAMIE ALAN CCLE
EDWARG 5. GUEDES
STEPHEN J. NELFMAN
GILOERTO PA5TORIZ.
J03EPH H SEROTA
RICHARD JAY WE,55
C AV,D M. WOLPIN
sTEVEN W ZELKCWITz
THOMAS J ANSOpQ•
LILLIAN ARANGO OE LA HOZ•
AL ISON S. EIIELER
MITCHELL A OICRMAN
MITCHELL J. OURNSTEIN
ELAINE M. COHE`I
OOUGLAs R. GONZALES
GERALD T. HEFFERNAN'
MIAMI.OAOC orrICE
2665 SOUTH EIAYSHORE DRIVE
SU4TE 420
MIAMI, FLORIDA. 33133
TELEPHONE (305) 054-0000
TELECDPIER (3051854-2323
WWW.WSH-FLALAW.COM
aROWARD oFFICC
3107 STIRLING ROA), SUITE 300
FORT LAUDEROALE, FLORIDA 33312
TELEPHONE I$54) 763.4242 • TELECDPIER 195A) 764-7770
VIA RAND DELIVERY
Mr, Neal Brown
Miami -Dade County Tax Collector
140 W. Flagler Street, 14th Floor
Miami, Florida
'OF COUNSEL
October 31, 2001
JOHN R, HERIN. JR.
CHRISTOPHER F KURTZ
PETER LICHTMAN
KAREN LIE9ERMAN•
MATTHEW M. MANOEL
BERN/R0 5. MANGLER.
ALEXANOER L.. PALENZUELA-HAURI
ANTHONY L. RECIO
GARY I, RESNICK•
MANC' F RUBIN•
OANA S. 5CMWART;
GAIL ❑, 9EROTA'
ARr C. SHAPIRO
JEFFREY P. SHEFFEL
FRANCINE THOMAS STEELMAN
NANCY E. STROUO•
SUSAN L. TREYARTHEN
CARMEN I. TVGENDER
DANIEL A. WLISS'
Re: Village of Key Biscayne purchase from SunTrust Bank, a state bank organized
under the laws of Georgia
Folio Number: 24-5205-062-0020
Dear Mr. Brown:
Please be advised that on October 31, 2001 the Village of Key Biscayne purchased
certain real property from SunTrust Bank, a state bank organized under the laws of Georgia,
evidenced by a copy of that certain Warranty Deed enclosed herewith. The Warranty Deed
has been sent for recording in the Public Records of Miami -Dade County, Florida_ Pursuant
to the requirements of Section 196.295, Florida Statutes, enclosed is our firm's trust account
check in the amount of $47,864.27 payable to Miami -Dade County Tax Collector. This
amount represents the prorated taxes for said folio number as indicated in the proration letter
provided by the Department of Property Appraisal, a copy of which is also enclosed for your
reference,
I , UJ
Mr. Neal Brown
October 31, 2001
Page -2-
Should you have any questions or comments regarding the foregoing, please contact
MC.
Very truly yours,
Elaine M. Cohen
EMC\smc
103.030
Enclosures
cc: Mark Jacobs, Esq. (w/encl., copy of check only)
WEISS SEROTA HELFMAN
PASTORIzA & GUEDES, P.A.
WEISS SEROTA HELFMAN PASTOR1ZA & GUEDES, P,A,
LO,T.A, TRUST ACCOUNT
2665 SOUTH BAYSHORE DRIVE, SUITE 420
MIAMI, FL 33133
TO THE
ORDER
OF
LFOR 1Q3.430 ; Prorated 2001 ja s
00032L00 ►:0670096461: 005501, L89 211'
MELLON UNITED NATIONALBANK
63.964J1i70 5
10/30/2001
DATE
*******47,864 DOLLARS AND 27 CENTS***
Miami -Dade County Tax Collector
140 W. Flagler Street 14th Fl
Miami FL 33130
0032
NO.
$47,664.27
AMOUNT
T -6a6 F 03/03 F -1S7
,33 FROkt-ESRGMAH bJACO6S 30S-511-9730
,t -DADS COUNTY, F1..6Fi1DA
STEPHEN P. CLARK CENTER
post-tt' Fax Nate
7671
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MTh BENT JAM N E. TC ALJEV
SUNTRUST BANKS OP FLORIDA, INC
135 WEST ANTRAL BLVD. SUITE 300
ORLANDO, FL 32801
RE: 24-5205-06.2-0020
TRACT it
TO WHOM IT MAY CONCERN
DEPAgThollarr OF PROPEF r1 APPRAISAL
ADMINISTRAMVE oMSIaN
SUITE 710
111 NW 1ST blNtEi
WW1 FLORIDA 3312a-1984
305) 575-4QOB
FAX (21:6)175,3024
10/5101
www,co.mlaml-dada fLuz pa
As per your request we /lave calculated the pro -rated tax amount far 2001. The amount however is
based on a closing date of 11/1/01. if the closing date differs from what is indicated above the pro -rated
taxes must be recalculated to the actual date of closing. Additional taxes (if iny) should be collec ed at
the time of cloning so that there will not be u shortage with the collectors office. Special Taxing
District is not included in this proration.
The taxes due, based upon a closing date of 11/1/01 is $47,864.27. You may contact our office again for
a new pro -ration when the actual closing date is determined. If you have any questions or further
additional information please feel Free to contact our office at 375.4060.
Sincerely, c:L.4.,
Mirta Ruiz
Property Appraiser Supervisor
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
ATTORNEYS AT LAW
MITCHELL A. BIERMAN
NINA L. BONISKE
JAMIE ALAN COLE
EDWARD G. GUEDES
STEPHEN J. HELFMAN
GILBERTO PASTORIZA
JOSEPH H. SEROTA
NANCY E. STROUD
RICHARD JAY WEISS
DAVID M. WOLPIN
STEVEN W. ZELKOWITZ
THOMAS J. ANSBRO*
LILLIAN ARANGO DE LA HOZ*
ALISON S. BIELER
MITCHELL J. BURNSTEIN
ELAINE M. COHEN
MIAMI-DADE OFFICE
2665 SOUTH BAYSHORE DRIVE
SUITE 420
MIAMI, FLORIDA 33133
TELEPHONE (305) 854-0800
TELECOPIER (305) 854-2323
WWW.WSH-F LALAW.COM
BROWARD OFFICE
3107 STIRLING ROAD, SUITE 300
FORT LAUDERDALE, FLORIDA 33312
TELEPHONE (954) 763-4242 • TELECOPIER (954) 764-7770
VIA HAND DELIVERY
Mr. C. Samuel Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
*OF COUNSEL
January 10, 2002
Village of Key Biscayne Purchase from SunTrust Bank
Dear Mr. Kissinger:
DOUGLAS R. GONZALES
JOHN R. HERIN, JR.
CHRISTOPHER F. KURTZ
PETER A. LICHTMAN
KAREN LIEBERMAN*
MATTHEW H. MANDEL
BERNARD S. MANDLER•
ALEXANDER L. PALENZUELA-MAURI
ANTHONY L. RECIO
GARY I. RESNICK•
SCOTT A. ROBIN
DANA J. SCHINDLER
GAIL D. SEROTA*
ARI C. SHAPIRO
JEFFREY P. SHEFFEL
FRANCINE THOMAS STEELMAN
SUSAN L. TREVARTHEN
CARMEN I. TUGENDER
DANIEL A. WEISS•
In connection with the captioned transaction, enclosed please find a three (3) volume
closing binder containing originals and copies, as indicated on the index, of the documents
executed and delivered at closing.
Should you have any questions or comments concerning the foregoing, please do not
hesitate to contact me.
Very truly yours,
Elaine M. Cohen
EMC/mc
Enclosure
103030
cc: Richard Jay Weiss, Esq. (w/o ends.)
Complete file is located in the Office of the Village Clerk
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 municipal corporation ("Buyer") from SunTrust
Bank (the "Seller"). The closing was held on October 31, 2001 at the offices of Bergman and
Jacobs, P.A., 777 Brickell Avenue, Suite 780, Miami, Florida 33131.
The following documents contained herein in connection with the closing are originals,
unless otherwise noted:
VOLUME I - PURCHASE AND SALE AGREEMENT AND RESOLUTION
1. Contract for Purchase and Sale of Real Property dated as of December 22,
1998, entered into between Buyer and SunTrust Bank (copy).
2. Letter Agreement dated as of February 16, 1999 regarding extension of
Expiration Date (copy).
3. Letter Agreement dated as of February 26, 1999 regarding extension of
Expiration Date (copy).
4. Letter Agreement dated as of March 16, 1999 regarding extension of Expiration
Date (copy).
5. Letter Agreement dated as of May 18, 2000 regarding outside date for Seller to
obtain Development Approvals and complete Bank Branch (copy).
6. Resolution No. 98-33 adopted by Village Council on July 1, 1998 authorizing
transaction (certified copy).
VOLUME II - CLOSING DOCUMENTS
7. Special Warranty Deed dated October 29, 2001 recorded on October 31, 2001
in Official Records Book 19987 at Page 2658 of the Public Records of Miami -
Dade County, Florida.
8. Settlement Statement.
9. First American Title Insurance Company Owner's Policy No. FA -35-566191.
10. Bill of Sale.
11. Disclosure Affidavit dated October 29, 2001 recorded on October 31, 2001 in
Official Records Book 19987 at Page 2682 of the Public Records of Miami -
Dade County, Florida.
12. Seller's Affidavit (copy).
13. Survey Affidavit (copy).
14. General Assignment.
15. Assignment of Leases.
16. Letters to Tenants (2) (copies).
17. Certified Rent Roll.
18. Lease Agreement dated June 20, 2000 entered into between Seller, as Landlord,
and Key Biscayne Chamber of Commerce, as Tenant, and the Village of Key
Biscayne. as prospective Buyer (copy).
19. Business Property Lease dated June 9, 1998 entered into between SunTrust
Bank, Miami, N.A., as Landlord, and Thomas H. Wakefield Law Firm, as
Tenant (copy).
20. Receipt of Lease Agreements (copy).
21. Certificate of Authority and Incumbency of Seller.
22. Declaration of Easements, Covenants, Conditions and Restrictions recorded on
October 31, 2001 in Official Records Book 19987 at page 2661 of the Public
Records of Miami -Dade County, Florida (the "Declaration") (copy).
23. Letter Agreement supplementing Declaration regarding temporary relocation of
the Temporary Ingress/Egress Easement to Mclnytre Street (copy).
24. Tax Proration Letter to Miami -Dade County Tax Collector dated October 31,
2001 (copy).
25. Receipt for keys, plans and drawings for building (copy).
26. Appraisal dated May 2, 1997 prepared by Blazejack & Company (copy).
VOLUME III - ENVIRONMENTAL REPORTS AND APPRAISAL
27. Appraisal dated as October 8, 1997 prepared by Quinlivan Appraisal, P.A.
28. Letter dated February 16, 1999 from Clark Engineers - Scientists regarding
Phase I and limited Phase II Environmental Site Assessment (copy).
29. Phase I and Phase II Environmental Site Assessment prepared by Clark
Engineers - Scientists dated February 15, 1999.
30. Letter dated April 12, 1999 from Clark Engineers - Scientists regarding
Environmental Site Assessment Report (copy).
31. Comfort letter dated February 8, 1999 from the Florida Department of
Environmental Protection ("FDEP") regarding FDEP's enforcement policy
towards a property owner whose property has been contaminated with pollutants
emanating from an adjacent source property (copy).
32. Letter dated September 7, 2001 from Clark Engineers - Scientists regarding
sampling of wells at property.
F \103030\1nder to Closing Documents 12-12-01 doc