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2002 Suntrust Purchase Volume I, II, III.tif
ex-TC vletttam.s1S72.100s.c WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P A ATTORNEYS AT LAW M TC EL A BIERMAN NINA L BONISKE JAMIE ALAN COLE EDWARD G GUEDES 5 EPHEN J HELFMAN GILBERTO PAS OR ZA JOSEPH 14 SEROTA NANCYE STROUD (CHARD JAY WE 55 DAVID M WOLPI ST VEN W ZELKOW TZ THOMASJ ANSBRO LILLIAN ARANGO DE LA HOZ ALISON 5 BIELER MITCHELL J BURNSTEIN E AINE M COHEN EL PHON VIA HAND DELIVERY MIAMI DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI FLORIDA 33133 TELEPHONE (305) 854 0800 TELECOPIER (305) 854 2323 WWW WSH FLALAW COM BROWARD OFFICE 3107 5 IRL NG ROAD SU TE 300 FORT LAUDERDALE FLORIDA 33312 (954) 763 4242 ECOP R (954) 764 7770 OF COUNSEL January 10 2002 Mr C Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne Florida 33149 Village of Key Biscayne Purchase from SunTrust Bank DOUGLAS R GONZALES JOHN HERIN JR CHRISTOPHER F KURTZ PETER A L CHTMAN KARE L EBER MAN MATTHEW H MANDEL BERNARD 5 MANDLER ALEXANDER PALENZUELA MAURI ANTHON L REC 0 GARY I RESNICK SCOTT A ROBIN DANA J SCH NDLER GAI D SEROTA AR C 5 AP 0 JEFFREY P SHEFFEL FRANCINE OMASSTEE MAN SUSAN TREVARTHEN CA MEN I TUGENDER DANIELA WEISS Dear Mr Kissinger 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 encls ) raN nm Le r- r L SUNTRUST 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 SAFE QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROLGH RESPONSIBLE GOVERNMENT VILLAGE OF KEY BISCAYNE - CHRONOLOGY SunTrust Property 1 January 9 1996 2 June 10 1997 3 July 1 1997 4 October 21 1997 5 November 4 1997 6 December 9 1997 7 January 13 1998 7 L. Motion Authorizing Village Manager to Present Agreement to Purchase Property Between McIntyre and the Village Green 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 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 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 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 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 Councihnembers Broucek Han Padovan, Sime and Vice Mayor Fned 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 n t: r 7 r is VILLAGE OF KEY BISCAYNE - CHRONOLOGY as follows Councilmembers Broucek, Han, Padovan Vice Mayor Fned and Mayor Festa voting yes Councilmember 0 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 April 20 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 Flame 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 m 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 r r L 14 May 31 2000 15 Aprzl l0 2001 16 May 8 2001 17 October 31 2001 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 Letter of Understanding addressed to Building, Zoning and Planning Director, Jud Kurlancheek from Benjamin Krallev of SunTrust Bank Letter addressed to Bmldmg 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 January 9 1996 Councilman 0 Reilly made a motion directing the Village Attorney to draft a letter to the Dade County Expressway Authonty and the Dade County Board of County Comnussioners expressing the Village s opposition to an increase in the toll fees and that a press release be prepared announcmg 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 0 Reilly Padovan Sime Sullivan and Mayor Festa voting Yes Vice Mayor Waid was absent during the vote Councilman Llorente discussed the reconsideration of the Councils December 5 1995 decision regardmg 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 0 Reilly Padovan, Sime and Mayor Festa votmg 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 0 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 Sulhvan discussed appraisal reports prepared at the request of the Council by the Qmnlivan 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 comer 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 far the acquisition of land The following residents addressed the Council Bill Ofgant, 512 Femwood Road Heidi Archibald 881 Ocean Dnve Pauline Rivelli 607 Ocean Dnve and SlurIey BnII 550 Ocean Drive 1050, Page 5 of 9 rA 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 meetmg at 8 54 p m due to a family emergency r - L r 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 Hellman addressed the Council on this issue The request was not granted but DCA has indicated that they will be wilting 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 mtroduced at this point addressed the Council explauung 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 j Floor The County Board will permit the Village to connect by the year 2006 Stephen Helfnan n addressed the Council on this issue Carlos Pemn, 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 authonzed 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 5of7 MINUTES P. Claal 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 0 Reilly (arrived at 7 06 p m) Betty Same Vice Mayor Michele Padovan and Mayor John Festa Councilmember Chnstma 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 m 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 unanmaous 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 bnef 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 & Tobm, 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 Hentage Trail James DeCocq Assistant to the Village Manager also addressed the Council on this issue JeffBronow 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 5 r i L. APT L.40 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 Flonda, November 17 21 1997 Village Manager The followmg 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 Iii 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 regardmg 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 Dnve 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 Flonda League of Cities 37th Anneal Legislative Conference November 20 21 1997 Orlando Florida letter to Village Manager from Dick Cromartie Commander Post 374 Amencan Legion requesting permission to use the Village Green for a Veterans Day Ceremony on November 11 1997 vacation request from Village Manager 1997 Employee Trauung and Development Program participants dated October 9 1997 draft Agenda for Hentage 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 8 of 9 QUINLIVAN APPRAISAL PORTION Of TRACT 4 (34-34) PORTION OF TRACT 7 (46-86) ....Lai nnwn, 'nay te moo TRACT 7 (46-86) McgTYRE STREET • n SITE LOCATION I • W SURVEYORS NOTES: p4mrl µ4¢4f drm w•. •t fpn U na nincalinina tew P lo t tens e,. 44 ♦ t Irak AO 41 ran 44, •t t( M 44404 tatty w1w14I 04 to •0 lnev • rrytn NM ♦ t Cr ook 4-N " Nettt* � n "w41 ♦0 M1rt/w ▪ 4440,444n •' ee.e 4 0 Iu1 44 elto 1 On ountr. end Fl "e o ,Troot,, " t run OO iw`u♦e x nnt tr. Mama "w°nY.n / at tenet 4 044 of nth.. Nt"u ♦neernner W 04 p la l Ana t4 erWer,W In of Wee punt, r,04 lo ok 46 1 *4!*07 .0 s� 41 ♦e♦t 4 • t'qt 44 ry lift . .1 ♦*0604 h1\0un xrxt`16 • tN Net et 11004 4 x • NMl w7•tnt tto nt•Nmewet N 1 In MIA aIaeM. SO 44 Pa l e4 0 ` N"}M Uw4tel04N * 4*4 Nn n:0t tM Nel1r t4t`'•4 r *MY . l tole 0 t uN eN ne. 011ne • t li no l O.• n loan• 'Intl 1♦t •np e1 • x• 44 0.71 C oat to tn• eylnuN of • MlY C1wUm tlw OY< Fy n .. ♦rlr .N rr tol•Ion • ... t:. io4e Inn • etn0 • •nil • at alterInt t 14 .N (In tIn u • 4! t1 et pu pun.. o 0* Owl on ar c 00 N ;N of41.4* t ,t te pluel 0.14 t V OA Itrau .Y . MOM Nwth e ~itr rtit• 44o v �Ir el n$.00040141, t rrn a 400 OM Onn N4in4. t el IN4.f1 Mt • p I�• f1 et 24 4.0 n fee Y tu4•N4 t 74.04,."imto� he Srh Stotn{,r+ a,,,,4 wrm/ • Thriving PM • A/FS St 214. 22 2 • VIII Sr :M✓RVAIb 74/1 4( /I/ gin • /.4;0.4T• r M..rgnr .o. •.4 OS embdermai4m• 29,133 cc 44—j .tn ah/ CI Mar ry 04 ,312 SI • Lp7 Thin m mom N..tR.t .rr vs 4 017 4(446 1*NNe.•v u11lN*040*4r 1 4 obi N•IIh re nt int NE. txnlrtr Inn! nnnt 44 non l loge ntllrl..... . " "" t n IMxxlxl "'Mr 14r • ♦ 1 wlln"r i•ef •le n /Ileil4 M Nrn L4telirrrrvte rll 41.1 ul`Iri1I. J.. 0. . 0 4. 74. 00 4y y $.. 6 yr, ..e4 nh .NY ona DRAM u00 CHECNEO .62_ APPROVED 44... PROJECT NAME: KEY BISCAYNE BANK SHEET 1111E BOUNDARY SURVEY JAM ES A YLWARO 4 AMOO.. INC. CO NSVOINO A N01NA41M. LINO W11KY tot 4 PtAN NU} 42327 N .W. 4 0T H AVE NUE . S ATZ 244 MSI01127 .-024* A t*.. % O44DA 3.1 01 4 A4 *MC 0440211473.171CnI SATE: >.o -N SC ALE• P.m PROJ . NO • 04-2o SHEET of 1 1 November 4 1997 07, The Clerk read the followmg 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 Fned 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 Fned Han 0 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 regardmg 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 pubhc Robert Brooks 95 West McIntyre reiterated to the Council that the first prionty 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 Dnve 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 ©wen, 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 hbrary gardens three times a year and mulching twice a year 4 of 8 r Lr E c 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 0 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 Fned and approved by a 7 0 voice vote The vote was as follows Councilmembers Broucek Han, 0 Reilly Padovan Sime Vice Mayor Fned 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 unanunous 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 0 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 0 Reilly Padovan Sine Vice Mayor Fned 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 Buildmg 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 Buildmg 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 0 Reilly Padovan, Sime and Vice Mayor Fned voting Yes Mayor Festa votmg 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 6of8 66226666666.66 January 13 1998 Vice Mayor Fried made a motion to approve the resolution The motion was seconded by Councilmember 0 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 0 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 0 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 0 Reilly Padovan Sime Vice Mayor Fried and Mayor Festa voting Yes 10 REPORTS AND RECOIVIIVIENDATIONS The following items were discussed Villaee Manaeer The Manager presented to Council the SunTrust/Village of Key Biscayne Council regarding this issue appraisals stating that they were 6% apart Robert Brooks President of SunTrust addressed the 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 0 Reilly and Mayor Festa voting No 6of10 r L r L L 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, NA 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 substantially the form attached hereto Village Manager and Village Clerk capacities on behalf of the Village for Purchase and Sale of Real Property (the Contract) m between the Village and the Bank is hereby approved and the are authorized to execute such contract, in their respective Section 2 That the Village Manager is authonzed 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 g all documents necessary to complete the closing of the purchase and sale transaction in accordance / CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY r This Contract is made and entered into as of the 7'2 —day of/Dec1998e by and between SUNTRUST BANK, MIAMI, N A , a national banking association ( Seller) and the VILLAGE OF KEY BISCAYNE a Honda municipal corporation ("Buyer ) In consideration of the mutual agreements herein set forth the parties hereto agree as follows 1 Definitions The following terms when used in this Contract for Purchase and Sale shall have the following meanings Fr December 31 1 1 Acceptance Date 1998 1 2 Attorneys Fees All reasonable fees charged by an attorney tor 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 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 Telecopv (305) 365 8936 Buyer s taxpayer identification number is 65-0236174 for business 1 5 Buyer s Attorney Weiss Serota Heifman 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 transacuon 1 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 3s terminated In no event shall Buyer s Costs exceed $50 000 00 Buser 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 r. of the Purchase Price to Seller 1 8 Closing Agent. Buyer s Attorney as agent tor 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 coneys 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 us successors and assigns use and occupy the Bank Branch on the Bank Branch Property (both as defined in Secuon 71 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 anv mstrumentality of any of them 1 14 Governmental Requirement Any law enactment statute code ordinate 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 i 1 15 Hazardous Material Any flammable or explosive materials petroleum or petroleum products oil crude oil natural gas or synthetic gas usable for fuel radioacuve 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 haz rdous 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 Honda 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 ail leases rents and profits derned theretrom all right title and interest of Seller in and to any land Iving in the bed of any street road highway or L. avenue open or proposed public or private in front of or adjoining all or anv part of the Land to the center line therett and all right tale and interest of Seller in and to any unpaid award tor damage to the Property or any part thereof by reason of change of grade of any street road 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 7 L hereto 1 20 Permitted Exceptions The title exceptions set forth in Exhibit B attached 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 m the possession of Seller and (u) all appliances lighting fixtures doors elevators spunkier plumbing heating air conditioning electrical ventilating light ng incinerating vacuum cleaning refrigerating and cooling systems carpets floor covermas 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 mvestiagation 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 tide insurance policies surveys site plans as built plans and specifications (if in Seller s possession) construction drawings engmeering 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 3- 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 senic>s performed by Seller under any Lease 1 26 Rent Roll A complete and correct list of all the Leases certified as t e and correct by the Seller setting forth with respect to each of the Leases the tollo« g information (a) the name of the tenant and the names of any assignees and subtenants (b) d -e date of the Lease (c) any modifications amendments or assignments to or ot the Lease and ary subtenancies thereunder (d) the term of the Lease and any subleases thereunder (e) renewal options if any (t) the Rent payable under the Lease including reference to anv delincLe is r- amounts due (g) the amount of the security deposit if any (h) the square footage ot the leased premises and (i) reference to any leasing commissions due free rent or concessions thereunde and any tenant improvements to be paid for by the landlord The current Rent Roll for tre Property is attached hereto as Exhibit D 1 27 Seller SunTrust Bank Miami NA a national banking associano- Seller s mailing address is 777 Brickell Avenue Miami Florida 33131 Seller s taxpa e identification number is 59 0358340 1 28 Seller s Attorney Bergman & Jacobs P A Attention Mark A Jacoos Esq Seller s Attorney s mailing address is 777 Brickell Avenue Miami Florida 331-1 Telephone (305) 577 9733 Telecopy (305) 577 9730 129 Service Contracts All service contracts maintenance agreements employment agreements man gement agreements and any other agreements aftecnng 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 Title Policy to Buyer upon satisfaction of the Buyer s obligations pursuant to this Contract 1 31 Title Policy An ALTA owner s title insurance polic\ in the amount of ^e Purchase Price insuring Buyer s title to the Land subject only to the Permitted Exceptions -4 1 32 Title Company First American Title Insurance Company Chicago Tide 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 coney the Property to Buver and Buyer agrees to purchase and acquire the Property from Seller on the terms and conditions hereinafter set forth I 3 Purchase Price The Purchase Price shall be paid as tollows 3 1 Deposit Simultaneously with the execution of this Contract Buver 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 m 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 previousl% 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 Selle represents and warrants that it shall immediately deliver such additional Property Records to Buyer 5 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 enginee mg environmental and topographical studies zoning and availability of utilities All inspections shall be made at Buyer s expense Fee L 4 2 1 Buyer s inspection nghts shall include the right to inspec 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 Selle harmless against all claims demands and liability including Attorneys Fees tor nonpavmerit for services rendered to Buyer for mechanics liens or for damage to persons or property arising ou 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 mis 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 wh.cn 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 It Seller has not already done so prior `"' to its execution of this Contract simultaneously upon its execution of this Contract Seller shall "4 deliver to Buyer a copy of its prior owner s policy covering the Property updated to a date a close to the Effective Date as possible together with copies of all instruments listed as exceptions to tide therein 455 IV r^ girfak 5 2 Marketable Title At closing Seller shall convey to Buyer marketaole tee simple title to the Land subject only to the Permitted Exceptions 6 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 atter Buyer receives notice ot 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 Me 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 ot money and the Closing Date shall be postponed if necessary to aftord Seller the full sixty (60) days to commence to cure Additional Exceptions Seller shall exercise due diligence and goon 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 nonce 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 cure the Additional Exceptions the Closing shall take place twenty (20) days after Seller sends Buve written notice that all Additional Exceptions have been eliminated or otherwise cured 1 7 6 Survey 6 1 Dehvery of Survey Seller has previously provided Buyer with a survey sketch of the Property and Bank Branch Property (as defend in Sermon 7 I below) prepared by James Aylward & Assoc Inc under Project No 97143 dated October 21 1997 (the "Pao - Survey") Buyer has examiner and accepted the Pnor Survey Following such plan approval of the Bank Branca (as defined m Sccnon 7 1 below) and preparation of legal desenpnons for it and the Property Buyer may cause to be prepared at its expense an mkt,- 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 engmeer registered and licensed in the Starr of Florida The Survey shall be prepared m accordance with the Minimum Tr-hnieal Sranrtards for survey m the State of Florida 6 2 Survey Defects Buyer shall have fourteen (14) days from the date of receivmg the Survey to - amin- same If the Survey shows any encroachment on the Term or that any Improvement located on ttie T -Irv' encroaches on the land of others or if the Surve shows any other defect which would affect the marketability of tale to the Property that is not shown on the Prior Storey Buyer shall notify Sella of such derect within fourteen (14) days efts, receipt of the Survey and such encroachment or defect shall be treated m the same mamaer as ntie defects are treated under this Contract r 7 int 7 Closmi Connmgercies 7 1 Seller s Closing Conanmencies Seller's obucgaanon to close this wansacuon and sell the Property to Buyer is expressly subject to and conrrnsent upon seller abtaming all governmental development approvals and development permits from Governmental Authorities including but not /united to site plan approval bmldmg pe=ars ana ccrni.rares of occupant} and/or use as applicable (collectively the 'Development Approvals') to use and occupy the real property edge= and con iguous to the Property (the Bank Branch Property ) ror the re{ocanon of its bank branch currently located on the Property substantially m accordance with the me plan attached hereto as Exhibit F (the 'Bank Branch ) Commencing upon the later of the Expiraaon Date or the expiration of the period during whir. a referendum may be uncured and ultlruiatoly resolved with respect m the ordinarrP authonang the bond issue that is adopted simultaneously with the approval of this Agiesm by the Council of the Vitiige of Key Biscayne (the Commeieemn't Date") Seller shall apply for and obtain any and ail Development Approvals from the appropriate governmental manes and upon receipt of a building permit, shall commence or cause to be commenced arms -traction of the Bank Branch. Seiler shall 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 wi.wn duns (30) months following the Comma rrment Date upon written notice to Seller Buser shall ha e 8 die right to (i) reequnt Seller to close this traasamim within thirty (30) days of said written nottee or (u') provide Seller with additional time to obtam the Development however if Seiler has not received the DevelopmentApprovais t Approvals Pmviona time period Bayer shall have the -ig r to require a Seller to dose dm t transaction of the required al herein, If Buyer elects its taasg Buyer as requiree eto ller p�uant to a wig �agreement � e precedmg � e� c m the lease pond not to exe=d six (6) month and at a Property - for Notwtthstandmg the foregoing, if Seller is legally prohibred f le, market value real Approvals due to matters beyond its control, Seller shall have rite near to the Development by �g nonce to Bu this thebasis Contact yet or Buyer's Atttaruy to tar elreCL therefor Foflowmg receipt of such nice, ten (a) elm Canna shall be Yeti and of basis f arther vet theand. effect, (b) Seller shall reimburse Biqa for Buyer's Cosa, (c)Escrow Deposit to Buyer and (d) the parties shall harem tither sent under this Contact except for obligations expressly surviving Imply habiltty to one another Approvals and e t cocoopeate with Seiler in filing Seller's applications for the Development emceed with in good faith process said apphcanoia to order to 211°"" Seiler to �nstntcuon of the Bank Branch as required bairn_ The panics acknowledge that the area of the Bank Bathe I'r pay may need to be increased to meet permimng requirements getting -1- regulations If tonal area is needed. for the Rank' Branch Property Seiler has the option for a penod of s (6) months following the Expiration Date upon nonce to Bayer to delete up to a maximum of one half acre from the Property and add It to the Bank Branch Property Said deletion from the Property shaft be m an area apron hereunder Immediately aa� and contiguous to the Bank Branch property if Steer exnses its eleted from the ho Purchase Pace shall be reduced by $36.50 /preach square foot of area de p pesty Additionally, efle at us cost and ems, shall prepare or cause to Iegal tons for the Property and Bank Branch legal description for the Prupciiy shall l be used for the prepa of Survey ly The reed e e parties acknowledge and agree that the property and the Bank Branch Property will re wire a replat or waiver of m ng P Followmg a deter matron by Seller as whether it will exeti*se us opto n the Ba paragraph (and if exercised, followmg pitparanon of revised legal applicable Buyer shall will til pare or cause to be prepared the replat or waiver of plat as P��Seller shall pay all costs and expenses with approval mquired for the foregoing n+ bit nor rl+ the fo*egoitig roses � to engineering and Pig fees application fees and attorneys' fits and Cosa* All of _ expenses shall be promptly paid by Seiler upon nonce inciter? priate invoices and/or theteimmaanoa of tins Agreereceipts m The obhgaton to pay such costs and expenses snail survive * Iliy'er agrees that prior to incurring any costs or expenses relative to the re -plat for which Seller is responsible Buyer will first provice Seller with an estimated costs breakdotin including attorneys' 'Fees Seller shall have the right to either approve said or proceed to have the property re-platted costs and expenses on its own thereby releasiixr the Buyer of its requirement to do so -9- unless Seller is legally prohibited from obtaining the Development Approvals due to matters beyond its control 7 2 Buver 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 anv 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 anv and all Governmental Approvals Buyer shall in good faith apply for and pursue the Governmental Approvals It the Buyer is unable to obtain the Governmental Approvals within sixty (60) days of the Effective Date upon written nouce to Seller the Buver shall have the right to (i) terminate this Agreement or (u) waive this contingency and proceed to close this transaction Ir 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 L 'gm* L. 8 1 Prior to Closmg 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 m a manner substantially consistent with Seller s maintenance and operation thereof durmg 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 modity 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 reterred to as the Permitted Leases and shall thereafter be included within the term Leases as used in this 10 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 pa t thereof unless necessary or advisable to remedy violations or preserve or protect the Property or comply with any obligation of Seller under this Contract 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 pa r i 816 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 instruments accordance any portion 8 1 9 Seller shall comply with all Leases Service Contracts of record and shall timely pay all taxes assessments and utility charges 8 1 10 Except for business invitees occupying or using the with past practice Seller shall not permit anyone to occupy or use the thereof for any reason whatsoever except pursuant to the leases and with all Property in Propem or 04 8 1 1 1 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 ot this Contract 9 1 2 Authority The execution and delivery ot 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 m 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 nonce 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 thereot nor is Seller aware of any such violation, (0 Seller has received no written nonce as to any locations ort the Property where Hazardous Material generated by or on the Propene have been treated stored deposited or disposed of and (g) Seller has no knowledge of the presence of am 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 12 of actions suits response costs remediauon 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 know. ledge of (a) any action by adjacent landowners or (b) any other fact or condition of anv king 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 m 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 or 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 lF 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 7 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 pamnng 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 13- 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 m 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 enutled 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 anv 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 corporauon 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 Merl 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 110 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 nonce 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 anv 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 ot 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 trom any 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) asserung that Seller is required to perform work at the Property and to Seller s knowledge no such notices hatie been issued If Seller receives such a notice or a violation is issued or filed prior 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 hens and pending governmental liens for which work has been substantially completed shall be paid by the Seller and other pending hens 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 Closi a 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 L a� 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 warranues and agreements ot 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 Closmg 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 r^ r 9 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 respecnve parties 12 1 2 Seller and Buyer shalt 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 termmated 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 matenal 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 m 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 m 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 1i 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 Seiler prior to Closing and any other written statements or notices form tenants subsequenth received by Seller prior to Closing If Seller provides Seller s Affidavit and Seller thereafter (within ninety (90) days 01 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 Seiler 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 hens 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 hen law (b) except for Seller no individual or entity is either m 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 mclude 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 r' 13 5 Assignment of Leases An Assignment of I gases 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 m 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 advisno 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 Buver as landlord under its Lease 13 11 Disclosure Affidavit Seller shall also deliver to Buver 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 ot r the transaction 14 A Reciprocal Easements *See Insert on Page 18A 15 Closing Procedure The Closing shall proceed in the following manner 1 re - 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 Tide Company has insured the gap i e endorsed the Tide 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 Proration and Closing Costs 16 1 Prorauons The following items will be prorated and adjusted be keen Seller and Buyer as ot 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 (u) 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 r - 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 Secuon 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 it the e are utility meters for the Property apportionment at the Closing shall be based on the las available reading r 4. 16 1 4 Pending, and Certified Liens Certified hens levied by anv 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 hens and certified hens that are payable on an installment basis such as monthly semi annually annually or bi annually or tor 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 or 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 snail 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 ano 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 bnnging 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 collecuon 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 anv suer proceeding This provision shall expressly survive the Closing 16 1 8 Security Deposits and Prepaid Rentals Buyer shall be green credit against the Purchase Price for all security deposits and prepaid rentals collected In Seile under the Leases 19 16 1 9 Other hems All other items required by any other pros isions ot 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 Cerutied and pending governmental special assessment hens tor which the work has been substantially completed as pros ided herein 16 3 Buyer s Closing Costs Buyer shall pay for the tollowmg items prior to or at the time of Closing Recording of Deed Tide Policy Survey Pending special assessment hens tor which the work has not been substantially completed as provided herem Any costs and fees in connection with any financing 16 4 Reprorations At the Closmg the above referenced items shall be prorated and adjusted as indicated If subsequent to the Closmg taxes for the year of Closing are determined to be higher or lower than as prorated a reproranon 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 prorattons and adjustments shall be final If any refund of real property taxes is made atter the Closing Date for a period prior to the Closing Date the same shall be applied first to the cost incurred in obtaming 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 pnor to the Closing Date) and to Buyer (for the period commencing with the Closing Date) The pros isions of this Section shall expressly survive the Closing 17 Possession Buyer shall be granted hill possession ot the Prooe-' 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 ot 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 Buver and Buyer shall thereafter have the right and option to terminate this Contract by giving Seller written nonce of Buyer s election to terminate within thirty (30) days after receipt by Buyer ot 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 here o shall be released from their respective obligations and liabilities hereunder Should Buster 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 rR 4 r� L Ow, 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 oche casualty to the Property and the cost to repair such loss or damage does not exceed Two Hurdred 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 m connection therewith have been paid m 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 transacuon in accordance with the Contract and Seiler shall assign unto Buyer any and all insurance proceeds If such msurance proceeds are insufficient or unavailable to repair such damage Seller shall pas 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 zo 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 Bch is being conveyed by Seller to Buyer -21- Ara 112, 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 it Buver 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 Buver shall ha \,e the right to seek specific performance against Seller 20 Real Estate Commission Seller represents and warrants to Buver and Buyer represents and warrants to Seller that there are no brokers salespersons or finders oh ed in this transaction Seller and Buyer (to the extent permitted by law) agree to indemnity 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 ot this Contract 21 Notices Any notice request demand instruction or other communication to be given to either party hereunder except where required 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 15 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 I 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 telecopv delivery The addressees and addresses for the purpose of this paragraph may be changed bv giving notice Unless and until such written notice is received the last addressee and address stated herem 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 ot any assignment by Buyer shall be for the purpose of developing and/or financing its intended use of the Property Upon any permitted assignment Buver 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 bv Buver a dui\ executed Assignment of this Contract shall be delivered to Seller on or before the Closing Date 79 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 1 Ibrre 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 m the public records and Buyer may disclose any information that it desires to disclose 23 6 Governs p 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 m this Contract which ends on a Saturday Sunday or legal holiday shall extend to 5 00 pm. on the next full business day pie r itedt c c. 23 10 Successors and Assigns This Contract shall inure to the benetit 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 ot Contract. All of the parties to this Contract have parucipated freely in the negotiation and preparation hereof accordingly this Conn -act 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 testmg 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 dunes 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 ate escrow agenr 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 ot this Agreement in any interpleader action Esc ow 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 pavable b) 24 r Wy r-� E 4.a 44,4( letr 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 fmancial institution in which the Escrow Agent places all or a portion of the Deposit or for mtsdeltvery to Seller or Buyer of the Deposit or other funds held pursuant to the terms of this Contract unless such misdehvery shall be due to willful breach of this Agreement or gross negligence on the part of the Escrow Agent Nothing heretr 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 pfc IN WITNESS WHEREOF the parties have executed this Contract as of the dates indicated below SELLER n a. Approved as to legal form and sufficiency 41.4 .d SUNTRUST BANK MIAMI N A a national banking association By * k cte Name —,c-0 4.3 y,1 Inc,-.1/4e,� Title C2A+'-c,.,ta-t N- Cep Date "t)cce.v.,..\+-A. 2 2 t4S 3s BUYER VILLAGE OF KEY BISCAYNE a Florida municipal corporation By Name C Samuel Kissinger Title Village Manager Date -Decr,v.t 1')f Jg9P - 26 SCHEDULE OF EXHIBITS 4 r� L also kir 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 Restncttve Covenant 103001 Contract between SunDust and Key Biscayne Draft No 4 Clean - 27- P^" 03/ 4(01 FRI (5 00 FAX 305 854 2323 L L. -IAN ARANOO DE A HDZ PA R CIA M BALOYRA M CHELL A a E MAN NINA L EON.)(E ELAINE M COHEN JAM ALAN COLE CAN EL H CouLTO MICME LE M OA LARDO JENNI ER GOM ERG DOUGLAS R GONZALES EDWARD a OL2EDE TEPHEN J ELFMAN JO N R ERN R ROBERT HOLLAND ILL A JARKESY C R STOPHER F KURT2 GILBER O PAS ORliq ANCT RUB N GAIL ..EROTA JOS NH SEROTA JD FREY P SHEFFE JANIE A WE SS 'CHARD JAY WEISS DAVID 14 WO PIN STEVEN W -ELKOWIT2 WEISS SEROTA & HELEN IN Wt SS SEROTA HELY-LAN PASTORIZA 8c GI Ei DES P A ATTCRNEYS AT LAW 2665 SOU —c4 6AYSHORE ❑RIVE SUITE 420 MIAMI FLORIDA X3135 TEL pRoNE (305) 654 0600 TCL CORI R (305) 054 2353 Ayer/45H FLALAW COM April 13 1999 BROWARD 0 CC 1132 soon-, AS SECOND AV NU FOR LAD ER A E F DR DA 33316 O (W54) 763-4542 T eco (a5a) 794 777o 4 M B EACR OFF C 2 2 sou HNES I> - R ET BOCA RA ON FLO Da 33466 0 f56ll 392 8762 TEL CO [ (5611 392 755 CD❑ S L Mr C Samuel Kisswger 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 b letter a reement 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 2i 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 SurTrust s representatives last week SunTrust agreed to give the Village a $25 000 credit at closing for the repairs identified in the Village , building inspection report That agreement will be reflected in a letter agreement to De entered into between the Village and SunTrt.st 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 sue and east of the proposed City Parcel site the Village s environmental a,idttor �o09 O8 24 01 FRI to 01 FAX 305 854 2323 WEISS SEROTA & HELF\La\ t 2003 Mr C Samuel Kissinger April 13 1999 Page 2 Edward E Clark Engineers Scientists Inc ( Clark ) completed a Phase I and Iumtea Phase II Environmental Site Assessment of the subject property (the ESA ) As art of investigations of the subject property indoor air Duality testirg and asbestos lead inspections were also e formed part environmental ins the indoor air sorry testing The results of (a) the asbestos lead paintand radon (nproeeindoo located rquality at the zsng didect nor rreveal any env once and radon surveys to and II environmental the ESAl concerns with l boric so andthe installation of groundwater monitoring wells yin orde to determinee included sal bonny contamination in soil or groundwater at the sir s it there was any petroleum ot the ESA report dated February subject property A summary of the results bit concluded that the results ofthelimited Phase II investiis attached as gation failed failed to identie ESA f y a y significant petroleum contamination in the soil or ry) Clark 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 nas a low ranking score or 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 thus time it is possible that the City Parcel could become contaminated m the future with emanating from the petroleum coot the .FDEP(the animated Cago Site We have obtained a comfort letpollutants erl, o m Lr� 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 `� with involvingFDEP s Southeast District FDEP sec utheast Di In the vent the City i Dadeasue becomes con be coordinated EEnvironmental ntal ,.1 ce d County Department ofd with th petroleum L in the future the owner of the City Parcel site would need to demonstrate to FDEPC that the source of the petroleum contamination was the Cap:, Site and that the petroleum contamination migrated r onto the City Parcel Clark has concluded that the potential for a future impact from the leaking underground storage tank at the Citgo I" undergrounground in go Site is believed to be low s the area is primarily vertical due to tidal influences since the movement of Section 9 1 5 of the Contract contains an indemnity Ire period of one hundred eighty from SunTspec st which recce for a g ty (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 i See page 2 of the ESA Summary Wriss SEEOTA ElELFMA'*r PASTOr3r7A ec GLEDES P Oa/ d/01 FRI 15 01 FAY 30a 854 '323 WEISS SEROTA & HELFMAN 2004 w 7 L, r 1r C Samuel Kissinger April 13 1999 Page 3 bodies or the ground water at any time pnor to closmg of any Hazardous Materials (as defined w the Contract) m on under at or used upon the subject property (the Hazardous Materials Indemnification ) The Village intend, to update the Phase closing The Hazardous Materials Indemnification contained in environmental audit prior y Hazardous Materials located at the subject property the Contract will apply updated environmental audit p p y prior to disclosed Y CO any However SunTrust will not agree closingwhich are dlhe Ha byrc the Materials Indemnification to cover any future petroleum contamination atto expand the H emanating from the Ciro azardous g Site which may occur after closmg tazzunation of the City Parcel Accordingly this matter should be placed on the agenda for the next Village meeting in order for the Council to make a determination as to whether or not it wants to g period under the Contract terminate the Contract prior to expiration of the due diligence t Council t Very truly yours Elaine M Cohen EMC/jcc 103030 CC Richard 1 Weiss Esq WEISS SEROTA HELFM$} PAsroRiza & Gt7EDES PA April 20 1999 PTIL (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 Fned Oldakowski Vice Mayor Han and Mayor Rasco voting No Camille Guething 260 Seaview Dnve Michael Kahn 881 Ocean Dnve 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 Fred 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 nght of -way violations as defined by the Miami Dade County swale ordinance The motion was seconded by Councilmember Broucek L. and approved by a 7-0 voice vote The vote was as follows Councilmembers Bass Broucek Fein Fned, 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 Fned 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 Fned 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 r Councilmember Oldakowski made a motion to approve additional hours for the Key Biscayne hbrary The motion was seconded by Councilmember Fein and approved by a 7-0 voice vote The 12 of 14 r Ler 11 VILLAGE OF KEY BISC.AYNE v r< ] i IUs a Aiayo CtgryCH V Alai �[ th Fda Lein n ak M t, M m 4.1 d Rob a Oldty, 1 vlla8 M nicer C S m 1X g r Mark Jacobs, Fsq Bergman and Jacoos I) A 777 Bnckell Avenue Suite 780 Miami l L 33131 RE SunTrust Bank Building Dear Mr Tacobs Office of the Village Manager ham 22 1999 Enclo cd please find executed copy of the June 22 1999 letter Phis letter was also executed by Mr Da nd Wind from SunTrust Bank Miami Inc This executed letter relates b the 125 000 at closing afamst the purchase pace for all repairs adLntfied m the Building In..pection Report lfyuu have -my questions pleasc feel free to contact my office Thank you Vet)/ truly yours C Samuel Kassinger Village Manager C'SKladv enclosure cc E1a Cohen Esa 85 West McIntyn e Street Key Biscayne Florida 33149 (305) 365 5 i31 FIX (305) 36, S936 G GI 70 4 >7G I — — ^ ^ /+ NMEN1 S£0 Yr7 W V3d E Ycif W n 10 A En ntl M a y 1 0 9 9 ( f "