Item C2a
LAND AUTHORITY GOVERNING BOARD
AGENDA ITEM SUMMARY
Meeting Date: November 21, 2001
Bulk Item: Yes No X
Department: Land Authority
Agenda Item Wording: Approval to purchase property with Preservation 2000 funds - Plantation Key
Acreage (RE #92230).
Item Background: This purchase is proposed to protect property rights and natural resources.
The Village of Islamorada nominated this property for purchase as a conservation area. The property
consists of 14.8 acres of hammock, transitional wetlands, and mangroves near MM 91 on Plantation
Key. The Trust for Public Land (TPL) is in the process of pre-acquiring the property from the private
owner. Under the proposed tri-party contract, TPL would convey the property to the Village, the Land
Authority would fund the acquisition, and the Village would grant a conservation easement to the Land
Authority restricting future use to conservation and public recreation.
Advisory Committee Action: On October 29,2001 the Advisory Committee voted 4/0 to approve the
proposed contract.
Previous Governing Board Action: The Board has approved several purchases of this type since
Islamorada incorporated.
Contract/Agreement Changes: NIA
Staff Recommendation: Approval.
Total Cost: $ 514,355.00
Budgeted: Yes X
No
Cost to Land Authority: $ 514,355.00
Approved By: Attorney ~ OMBIPurchasing
~ '~~SCh
Risk Management
Executive Director Approval:
Documentation: Included: X
To Follow:
Not Required:
Disposition:
Agenda Item LA #2a
PURCHASE CONTRACTS
11/21/01
Purchase Envr. Audit, Survey Title Attorney Recording Acquisition
Property Price or Clean-up Insurance Fee Fee Total
Plantation Key Acreage
RE# 00092230 $495,000.00 $14,200.00 $2,650.00 $2,475.00 $30.00 $514,355.00
(Trust for Public Land/Keoskie)
OPTION AGREEMENT FOR SALE AND PURCHASE
TI-IIS AGREEMENT is made this ___ day of ,2001, between THE TRUST FOR
PUBLIC LAND, a California Non-Profit Corporation, whose address is 306 North Monroe Street,
Tallahassee, Florida 32301, as "Seller", and the MONROE COUNTY COMPREHENSIVE PLAN LAND
AUTHORITY, a land authority, ("Purchaser") whose address is 1200 Truman Avenue, Suite 207, Key
West, Florida 33040, and ISLAMORADA, VILLAGE OF ISLANDS, FLORIDA, a political subdivision
of the State of Florida, ("Local Government"), whose address is PO Box 568, Islamorada, Florida 33036.
1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real
property located in Monroe County, Florida, described in Exhibit "A", together with all improvements,
easements and appurtenances ("Property"), in accordance with the provisions of this Agreement. This
Option Agreement becomes legally binding upon execution by the parties but exercise of the option is
subject to approval by Purchaser and is effective only if Purchaser gives written notice of exercise to
Seller.
2. OPTION TERMS. The option payment is $10.00 ("Option Payment"), the receipt of which is
hereby acknowledged. The option may be exercised during the period beginning with the Purchaser's
approval of this Agreement, and ending 60 days thereafter ("Option Expiration Date"), unless extended by
other provisions of this Agreement.
3. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property
is FOUR HUNDRED NINETY FIVE THOUSAND and no/lOO Dollars ($495,000.00) which, after
reduction by the amount of the Option Payment, will be paid by Purchaser at closing to Seller or Seller's
designated agent who meets the requirements of Section 253.025, Florida Statutes, in the manner set forth
herein. This Agreement is contingent upon approval of Total Purchase Price by Purchaser. Local
Government shall have no obligation under this Agreement to provide any portion of Purchaser's funds.
Should Purchaser's funds not be available for any reason, Purchaser may elect to terminate this Agreement
by written notice to the parties without liability to any party.
Purchaser and Local Government agree that the Local Government shall take fee simple title to all of the
Property at the closing notwithstanding that Purchaser is required to pay all of the Total Purchase Price in
the manner set forth in this Agreement. Conveyance of the Property in fee simple from Seller to Local
Government will take place at the closing, in exchange for the payments to be made by Purchaser to Seller
at closing as set forth above in this paragraph 3.
4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller, prior to the exercise of the option and at its
sole cost and expense, shall conduct an environmental site assessment of the Property to determine the
existence and extent, if any, of any Hazardous Materials on the Property. For purposes of this Agreement
"Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any
other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4.B.).
The environmental site assessment shall be certified to both Purchaser and Local Government.
4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in
paragraph 4.A. confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option,
may elect to terminate this Agreement and neither party shall have any further obligations under this
Agreement. Should Purchaser elect not to terminate this Agreement, Seller shall, at his sole cost and
expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any
assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance
S:\Legal\Projects-Florida\Islamorada\Keoskie\MCLA\Option Agree.doc
with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other
governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning
Hazardous Materials ("Environmental Law"). However, should the estimated cost of clean up of
Hazardous Materials exceed a sum which is equal to 1 % of the Total Purchase Price as stated in paragraph
3., Seller may elect to terminate this Agreement and no party shall have any further obligations under this
Agreement. In the event that Hazardous Materials placed on the Property prior to closing are discovered
after closing, Seller shall remain obligated hereunder, with such obligation to survive the closing and
delivery and recording of the deed described in paragraph 8. of this Agreement and Local Government's
possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a
manner consistent with all applicable Environmental Laws and at Seller's sole cost and expense.
5. SURVEY. Seller shall, at its initial cost and expense and not less than 35 days prior to the Option
Expiration Date, deliver to Local Government and Purchaser a current boundary survey of the Property
prepared by a professional land surveyor licensed by the State of Florida which meets the standards and
requirements of Purchaser ("Survey"). In the event Purchaser exercises its option to purchase the Property
in accordance with this Agreement, the cost of the Survey shall be reimbursed to Seller by Purchaser at
closing.
It is Seller's responsibility to ensure that the surveyor contacts the Purchaser regarding these standards and
requirements prior to the commencement of the Survey. The Survey shall be certified to Purchaser, Local
Government, and the title insurer and the date of certification shall be within 90 days before the date of
closing, unless this 90 day time period is waived by Purchaser and by the title insurer for purposes of
deleting the standard exceptions for survey matters and easements or claims of easements not shown by the
public records from the owner's title policy. If the Survey shows any encroachment on the Property not
accepted by Purchaser, or that improvements intended to be located on the Property encroach on the land
of others, the same shall be treated as a title defect.
6. TITLE INSURANCE. Purchaser shall obtain, at its cost and expense, a marketable title insurance
commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B") from a title
insurance company of Purchaser's choosing, insuring marketable title of Local Government to the Property
in the amount of the Total Purchase Price.
7. DEFECTS IN TITLE. If the title insurance commitment or survey obtained by Purchaser pursuant
to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall, within
60 days after notice from Purchaser, remove said defects in title. Seller agrees to use diligent effort to
correct the defects in title within the time provided therefor, including the bringing of necessary suits. If
Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent
effort to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then is
with no reduction in the Total Purchase Price, or (b) terminate this Agreement, thereupon releasing
Purchaser and Seller from all further obligations under this Agreement.
8. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Local Government a
statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to
the Property in fee simple free and clear of all liens, reservations, restrictions, easements, leases, tenancies
and other encumbrances, except for those that are acceptable encumbrances in the opinion of Purchaser or
are permitted exceptions. The grantee in Seller's Warranty Deed shall be Islamorada, Village ofIslands, a
political subdivision of the State of Florida. Simultaneously at closing, Local Government shall execute
and deliver to Purchaser the conservation easement in Exhibit "B".
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9. PREPARA TION OF CLOSING DOCUMENTS. Purchaser shall be responsible for preparing all
closing documents and delivering same to Seller and Local Government as necessary for signature.
10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to
be provided by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required
items. Seller will have 30 days thereafter to cure and resubmit any rejected item to Purchaser. In the event
Seller fails to timely deliver any item, or Purchaser rejects any item after delivery, Purchaser may in its
discretion extend the Option Expiration Date.
II. EXPENSES. Seller will pay the documentary revenue stamp tax, if any, and all other taxes or
costs associated with the conveyance, including the cost of recording the deed described in paragraph 8. of
this Agreement and any other recordable instruments which Purchaser deems necessary to assure good and
marketable title to the Property.
12. T AXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may
become a lien against the Property shall be satisfied of record by Seller at closing. In the event the Local
Government acquires fee title to the Property between January I and November 1, Seller shall, in
accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount
equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage
rates on the Property. In the event the Local Government acquires fee title to the Property on or after
November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to
be legally due and payable by the county tax collector.
13. CLOSING PLACE AND DATE. The closing shall be on or before 60 days after Purchaser
exercises the option; provided, however, that if a defect exists in the title to the Property, title commitment,
Survey, environmental site assessment, or any other documents required to be provided or completed and
executed by Seller, the closing shall occur either on the original closing date or within 60 days after receipt
of documentation curing the defects, whichever is later. The date, time and place of closing shall be set by
Purchaser.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk ofloss or
damage to the Property prior to the date of closing and warrants that the Property shall be transferred and
conveyed to the Local Government in the same or essentially the same condition as of the date of Seller's
execution of this Agreement, ordinary wear and tear excepted. However, in the event the condition of the
Property is altered by an act of God or other natural force beyond the control of Seller, Purchaser may
elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations
under this Agreement. Seller represents and warrants that at time of closing there will be no parties other
than Seller in occupancy or possession of any part of the Property. Seller agrees to remove all encroaching
construction trailers and fencing from the Property prior to closing.
15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this
Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to
enter the Property for all lawful purposes in connection with this Agreement. Seller shall deliver
possession of the Property to the Local Government free of any tenants at closing.
16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads
or valid, recorded easements that benefit the Property.
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17. DEFAULT. If Seller defaults under this Agreement, Purchaser may waive the default and proceed
to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid,
each without waiving any action for damages, or any other remedy permitted by law or in equity resulting
from Seller's default.
18. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to a
real estate commission or other fees as a result of this Agreement or subsequent closing, except as
accurately disclosed on the disclosure statement required in paragraph 9. Seller shall indemnify and hold
Purchaser harmless from any and all such claims, whether disclosed or undisclosed.
19. RECORDING. This Agreement, or notice of it, may be recorded by Purchaser in the appropriate
county or counties.
20. ASSIGNMENT. This Agreement may be assigned by Purchaser to a governmental agency or to
an entity exempt from federal income tax pursuant to section 50 1 (c)(3)(IRC), in which event Purchaser
will provide written notice of assignment to Seller. This Agreement may not be assigned by Seller without
the prior written consent of Purchaser.
21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement.
22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected.
23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's heirs, legal
representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement
and Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by
it. Whenever used, the singular shall include the plural and one gender shall include all genders.
24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by the parties.
25. WAIVER. Failure of Purchaser to insist upon strict performance of any covenant or condition of
this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or right; but the same shall remain in full
force and effect.
26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration
thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of
the parties hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part
of this Agreement.
28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be
given by written notice, and either delivered personally or mailed to the appropriate address indicated on
the first page of this Agreement, or such other address as is designated in writing by a party to this
Agreement.
4
29. SURVIV AL. The covenants, warranties, representations, indemnities and undertakings of Seller
set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in
paragraph 8. of this Agreement and Local Government's possession of the Property.
THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT BY
PURCHASER, AND (2) PURCHASER AND LOCAL GOVERNMENT APPROVAL OF ALL
DOCUMENTS TO BE FURNISHED HEREUNDER BY SELLER.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
5
SELLER
THE TRUST FOR PUBLIC LAND, a
California non-profit corpo lion
F.E.I.D. No. 23-7222333
(CORPORATE SEAL)
/ 0 ~ .;25" -c!) J
Date signed by Seller
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this'?.s- day of IfJ ~v ,2001, by
Gregory J A Chelius, as Florida State Director of THE TRUST FOR PUBLIC LAND, a nonprofit
California corporation, on behalf of said corporation. He is personally known to me.
a~
rl41! J!4Uf~
Notary Public
(NOTARY PUBLIC SEAL)
.......... Carol Penrose S
-'~i' .' ~\ MY cQMMlSSlON # CC9051~ EXPIIlE
~*::*E January 30, 2004
?' ~:g AlII 1MSIJQNlCE. IMC
"!,'i'''-;''~ BONOEIlllllUlWff
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6
Witness as to Local Government
Witness as to Local Government
(OFFICIAL SEAL)
Approved as to Form and Legality
BY:
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MONROE
LOCAL GOVERNMENT
ISLAMORADA, VILLAGE OF ISLANDS
By:
Print Name:
Its:
Attest:
(Clerk or Deputy Clerk)
Date signed by Local Government
The foregoing instrument was acknowledged before me this day of ,200 I, by
as of the
, on behalf of the Local Government. He is personally known to me.
Notary Public
(NOTARY PUBLIC SEAL)
7
PURCHASER
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
By:
Print Name:
Its:
Witness as to Purchaser
Witness as to Purchaser
Date signed by Purchaser
Approved as to Form and Legality
By:
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me this
day of
,2001, by
of the
as
, on behalf of the Purchaser. He is personally knO\\TI to me.
Notary Public
(NOTARY PUBLIC SEAL)
8
EXHIBIT "A"
LEGAL DESCRIPTION
Commencing at a point on the East side of the :Right-of-\Vay of the Florida East Coast Railway
where the North boundary line of the SE \!.i of the NE Y4 of Section 5, Township 63 South, Range
38 East intersects said Right-of-Way; from said point nm Southwesterly along said Right-of-
\Vay 455 feet; thence run East 1600 feet, more or less to the shore of the Atlantic Ocean; thence
nm Northeasterly along the shore of said Ocean 455 feet, more or less to the North boundary line
of Lot 2, Section 4, To\vnship 63 South, Range 38 East; thence run West 1599 feet to the starting
point; being part of the SE 'l'1 of the l'rE \!.i of Section 5, and part of Lot 2, Section 4, Township
63 South, Range 38 East.
TOGETHER \VITH:
A 16.00 foot wide parcel of land in the SE ~ of the NE ~ of Section 5, Township 63 South,
Range 38 East, lying Southeasterly of, and adjacent to the Southeasterly right of way line of Old
S.R. 4A, (50'tand being more particularly described by metes and bounds as follows: .
Beginning at the intersection of the North line of FONTAINE LAKE ESTATES, according to
the plat thereof as recorded in Plat Book 5 at Page 8 of the Public Records of Monroe County,
Florida, with the Southeasterly right of way line of Old S .R. 4A, said point of intersection also
being the Northwest corner of Lot 1, Block 2 of said FONTAINE LAKE ESTATES; thence run
Northeasterly, parallel to and 100 feet Southeasterly of, as measured on a perpendicular from the
centerline of the former Florida East Coast Railway, (State Road No.5), for a distance of 455
feet, more or less to the Southwest corner of Lot 27, Block 8 of the "Revised Plat of TROPICAL
ATLANTIC SHORES First Addition," the plat thereof as recorded in Plat Book 5 at Page 83 of
the Public Records of Monroe County, Florida, thence deflect 68030' to the right and run due
East along the South line of said Lot 27 for a distance of 17.20 feet to a point which is 16.00 feet
as measured on a perpendicular from the Southeasterly right of way line of Old S.R. 4A; thence
run Southwesterly and parallel to the Southeasterly right of way line of Old S.R. 4A for a
distance of 455 feet, more or less to a point on the North line of FONT A..I?\'E LAKE ESTATES;
thence run due \Vest along said North line for a distance of 17.20 feet to the Point of Beginning.
Containing 7,280 Square Feet.
EXHIBIT liB"
GRANT OF CONSERVATION EASEMENT
THIS GRANT OF EASEMENT is made on this day of ,20_, by
Islamorada, Village of Islands, Florida, a municipal corporation of the State of Florida, of PO Box
568, Islamorada, Florida 33036, Grantor, to Monroe County Comprehensive Plan Land
Authority, a land authority under Section 380.0663 (1), Florida Statutes and Monroe County
Ordinance No. 031-1986, whose address is 1200 Truman Avenue, Suite 207, Key West, Florida
33040, as Grantee.
Recitals
A) The Grantor is the owner of certain real property (the servient estate) located in Monroe
County, Florida, more particularly described in Exhibit A.
B) This easement is a conservation easement created pursuant to Section 704.06, Florida
Statutes, and is to be governed by, construed, and enforced in accordance with that statute
along with applicable laws of the State of Florida.
1. Grant of easement.
In consideration for the sum of Ten and 00/100 Dollars ($10.00) and other good and
valuable considerations to said Grantor in hand paid by said Grantee, the receipt of
which is hereby acknowledged, the Grantor hereby grants to Grantee the easement
described below.
2, Easement area.
The location of the easement area on the servient estate is as follows: all of the property
described in Exhibit A.
3. Restraints imposed by the conservation easement.
The subject property was purchased with Preservation 2000 bond proceeds. The
conservation easement granted by this instrument imposes the following restrictions on
the future use of the servient estate within the easement area:
a) No uses other than conservation and public recreation.
b) No lease or conveyance of any property interest, including but not limited to
transferable development rights of any kind.
c) No revenue generating activities.
d) No use by any person other than in such person's capacity as a member of the
general public or as an employee of the Village of Islamorada.
e) No management contracts with any party other than the State of Florida without the
express written consent of the Grantee.
f) No use as security for any debt.
g) No construction or placing of buildings, roads, billboards or other advertising, or
utilities on or above the ground.
h) No dumping or placing of soil or other substance or material as landfill or dumping or
placing of trash, waste, or unsightly or offensive materials.
i) No removal or destruction of trees, shrubs, or other vegetation except non-native
species.
j) No excavation, dredging, or removal of loam, peat, gravel, soil, rock, or other
material substance in such manner as to affect the surface.
Page 1 of 3
k) No surface use except for purposes that permit the land or water area to remain
predominately in its natural condition.
I) No activities detrimental to drainage, flood control, water conservation, erosion
control, soil conservation, or fish and wildlife habitat preservation; specifically no
suffering, permitting, or allowing invasive exotic species such as Australian pine
(spp. Casuarina), Brazilian pepper (Schinus terebinthifolius), or Latherleaf (Colubrina
asiatica) to exist.
m) No acts or uses detrimental to such retention of land or water areas.
4. Terms and persons bound.
This conservation easement is perpetual, runs with the land and is binding on all present
and subsequent owners and mortgagees of the servient estate. Grantor represents that
the mortgagee(s), if any, whose consent is attached hereto, is (are) the only
mortgagee(s) having a security interest in the servient estate.
5. Modification of easement.
No modification of this easement is binding unless evidenced in writing and signed by an
authorized representative of the Grantee.
6. Attorney's fees.
In the event of any controversy, claim or dispute arising under this instrument, the
prevailing party shall be entitled to recover reasonable attorney's fees and costs,
including appeals.
7. Entry of Grantee's representative on the servient estate.
The Grantee may enter upon the servient estate, after first furnishing the Grantor no less
than 24 hours notice, for the purpose of inspection to determine the Grantor's
compliance with this Grant of Easement.
8. Notice.
Any notice provided for or concerning this grant of easement must be in writing and is
sufficiently given when sent by certified or registered mail, or via an equivalent service
furnished by a private carrier, to the respective address of each party as set forth at the
beginning of this Grant of Easement.
IN WITNESS WHEREOF, each party to this Grant of Easement has caused it to be executed on
the date in the first sentence of this Grant of Easement.
Islamorada, Village of Islands
Grantor
Witness
By: Frank Kulisky, Mayor
Witness
Page 2 of 3
STATE OF FLORIDA)
SS:
COUNTY OF MONROE)
The foregoing instrument was acknowledged before me this day of ,
2001 by FRANK KULlSKY, MAYOR of ISLAMORADA, VILLAGE OF ISLANDS, who (check
one) [ ] is personally known to me or [ ] has produced a Florida drivers license as identification.
Notary Public, State of Florida
My commission expires:
Print Name:
Page 3 of 3
ADDENDUM
(CORPORA TEINON-FLORIDA)
A. At the same time that Seller submits the closing documents required by paragraph 9. of this Agreement,
Seller shall also submit the following to Purchaser:
1. Corporate resolution which authorizes the sale of the Property to Purchaser in accordance
with the provisions of this Agreement and a certificate of incumbency,
2. Certificates of good standing from the Secretary of State of the State of Florida and the
Secretary of State of the State of California, and
3. Copy of proposed opinion of counsel as required by paragraph B. below.
B. As a material inducement to Purchaser entering into this Agreement and to consummate the
transaction contemplated herein, Seller covenants, represents and warrants to Purchaser as follows:
1. The execution of this Agreement and the performance by it of the various terms and
conditions hereof, including, without limitation, the execution of all agreements, notices and other
documents hereunder, have been duly authorized by the requisite corporate authority of Seller.
2. Seller is a corporation duly organized, validly existing and in good standing under the laws of
the State of California and is duly licensed and in good standing and qualified to own real property
in the State of Florida.
3. This Agreement, when executed and delivered, will be valid and legally binding upon Seller
and enforceable in accordance with its terms and neither the execution of this Agreement and the
other instruments to be executed hereunder by Seller, nor the performance by it of the various
terms and conditions hereto will violate the Articles of Incorporation or By-Laws of Seller.
At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants,
representations and warranties contained above in this paragraph B. are true and correct as of the closing
date. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates of
other documents furnished by partners, officers, officials and other counsel of Seller, and upon such other
documents and data as such partners, officers, officials and counsel may deem appropriate.
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