HomeMy WebLinkAboutReso 2003-534
RESOLUTION NO. 2003- r53Y
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, INCORPORATING THE
RECITALS CONTAINED HEREIN, APPROVING THE SALE OF 393-
401 SUNNY ISLES BOULEVARD TO FLORIDA POWER & LIGHT
("FPL") UNDER THE TERMS AND CONDITIONS PROVIDED IN
THE CONTRACT OF PURCHASE AND SALE ATTACHED
HERETO AS EXHIBIT "A" FOR THE AMOUNT OF 2.2 MILLION
DOLLARS ($2,200,000.00) AND OTHER SUCH CONSIDERATION;
AUTHORIZING THE MAYOR TO EXECUTE SUCH CONTRACT
AND DIRECTING THE CITY MANAGER AND CITY ATTORNEY
TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS
RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City owns the property at 393-401 Sunny Isles Boulevard, commonly
known as the old City Hall site; and
WHEREAS, FPL has indicated an interest in acquiring the aforementioned property in order
to meet the increased demand for electrical service specifically due to the redevelopment ofthe City;
and
WHEREAS, a purchase agreement has now been negotiated with FPL for the purchase of
393-401 Sunny Isles Boulevard:
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES AS FOLLOWS:
Section 1. Incorporation of Recitals. The recitals set forth above are hereby incorporated into this
Resolution as if same were fully set forth herein.
Section 2. Approval of Contract. The proposed Contract for Sale and Purchase by and between
Florida Power & Light Company and the City of Sunny Isles Beach for the purchase of that certain
property located at 393-401 Sunny Isles Boulevard and more particularly described in the Contract
attached hereto as Exhibit "A," with the conditions set forth in the contract be, and the same is,
hereby approved by the City Commission ofthe City of Sunny Isles Beach.
Section 3.
Authority of the Mayor. The Mayor is hereby directed to execute said contract.
Section 4. Authority of City Manager and City Attorney. The City Manager and the City
Attorney are hereby directed to do all things necessary to effectuate this Resolution.
-1-
Sale to FP&L - 393-401 Sunny Isles Boulevard
Legislation/Resolutions/Attorney
Section 5.
Effective Date. This Resolution shall be effective upon its adoption.
PASSED AND ADOPTED this 8""
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Vote: Ll-o- \
Mayor Samson
Vice Mayor Ede1cup
Commissioner Goodman
Commissioner Iglesias
Commissioner Kauffman
Sale to FP&L - 393-401 Sunny Isles Boulevard
Legislation/Resolutions! Attorney
day of J:t~ ,2003.
#~~
David Samson, Mayor
Moved by:
Second by:
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AGREEMENT OF PURCHASE AND SALE
This Agreement made this J5~day of
, 2003, between THE
CITY OF SUNNY ISLES BEACH, whose, mailing address is 17070 Collins Avenue, Sunny
...
Isles, Florida 33160 ("Seller") and FLORIDA POWER & LIGHT COMPANY, a Florida
corporation, whose mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420, Attn:
Property Tax Department, ("Buyer").
NOW, THEREFORE, for and in consideration of the mutual covenants, representations,
warranties, and agreements contained herein, and for other good and valuable consideration,
Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the following described
property upon the terms and conditions hereinafter set forth:
1. Description of Property.
Seller has fee simple title to that certain real property located in Miami-Dade County,
Florida, which is more particularly described in Exhibit "A" attached hereto and by this reference
made a part hereof (the "Property").
2. Purchase Price: Deposit; Cash Balance: Purchase Price Adjustments.
2.1 Purchase Price.
The total purchase price for the Property (the "Purchase Price"), plus or minus
prorations and subject to such adjustments as are hereinafter provided, shall be the sum of Two
Million Two Hundred Thousand and 00/100' Dollars ($2,200,000.00). The Purchase Price shall
be payable as follows:
2.1.1 Deposit.
Two Hundred Thousand and 00/1 00 Dollars ($200,000.00) in the form of Buyer's
check in U.S. funds, shall be deposited by Buyer upon execution of this Agreement with Chicago
Title Insurance Agency, Inc., 3067 East Commercial Blvd, Fort Lauderdale, Florida 33308
("Escrow Agent") to be held in escrow, pending Closing in accordance with Section 4 hereof (the
"Deposit"). Escrow Agent agrees to hold the Deposit in an interest bearing account, with interest
earned thereon refunded to Buyer, in accordance with the terms of this Agreement.
2.1.2 Cash Balance.
Two Million Dollars and 00/1 00 ($2,000,000.00) less adjustments, shall be
payable at or prior to the Closing (as defined in Section 4 hereof) by Buyer in the form of
Buyer's cashier's check or wire transfer in U.S. funds to Escrow Agent (the "Cash Balance").
3. Time for Acceptance.
,...
If this Agreement is not executed by the Seller in one or more counterparts on or before
thirty (30) days from the date Buyer executes this Agreement, the Deposit shall be, at the option
of the Buyer, returned to Buyer and this Agreement shall not take effect and shall be null and
void. The Buyer understands and agrees that, while this Agreement bears the execution of the
Seller, final approval of the transaction contemplated herein rests with Seller's appropriate
governmental agency (ies) and the ultimate design plans as to the layout and exterior appearance
of the structure(s) (including city entrance sign, which design and specifications will be provided
to buyer, by seller, not more than 35 days from the effective day of this contract) are approved by
the Office of the City Manager of The City of Sunny Isles Beach. This Agreement is not final
until ,said approval has been obtained. The ;Effective Date of this Agreement shall be the date
when the Seller delivers proof-of final approval from the appropriate governmental agency(ies)
in writing to the Buyer which date shall be indicated in the opening paragraph of this Agreement
(the "Effective Date"). Notwithstanding the foregoing, proof of the final approval must be
delivered in writing to Buyer within sixty (60) days of the date of Seller's signature on the
signature page hereof, or this Agreement shall be deemed immediately cancelled and of no
further force and effect and Seller will immediately refund Buyer's Deposit.
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4. Closing.
"Phis transaction shall be closed and the Deed, other closing instruments and possession
shall be delivered to Buyer within one hundred fifty (150) days of the Effective Date (the
"Closing" or "Closing Date"), unless extended by other provisions of this Agreement; provided
however, that all contingencies to Buyer's obligations and all other terms and conditions to be
performed by Seller have been satisfied. In the event Buyer obtains its zoning approval as
required and defined in Paragraph 21 herein prior to one hundred fifty (150) days, and all other
contingencies to Buyer's obligations and all other terms and conditions to be performed by Seller
have been satisfied, then Buyer will close within ten (10) days of receipt of final, non-appealable
zoning approval and satisfaction of Buyer's obligations and Seller's performance of its terms and
conditions.
In the event all contingencies, terms and conditions have not been satisfied herein, at the
option of the Buyer, Closing shall then take place fifteen (15) days after all such conditions,
terms, and contingencies have been satisfied or waived subject to Paragraph 21 herein. The
precise time and place of closing shall be determined by Buyer, and the Closing shall take place
in the Escrow Agent's office.
5. Proceeds of Sale.
The Purchase Price, plus or mlllUS any prorations, deposits, or adjustments shall be
payable at Closing by the Buyer to the Escrow Agent. A gap affidavit will be required along
with the gap exception deleted from the title commitment before any funds are disbursed to
Seller.
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6. Documents for Closing.
At Closing, Seller shall deliver to Buyer a statutory warranty deed (the "Deed") in proper
form for recording, and effective to vest in Buyer good and marketable title to the Property
subject to no exceptions to title and encroachments or items creating title defects as shown on a
new certified survey obtained by Buyer, except the "Permitted Exceptions" as follows: a) taxes
and assessments as of the Closing Date and subsequent years; b) Utility Easement in favor of
Gas Company of Miami Beach, Inc. filed in Deed Book 1321, Page 186, together with
Subordination of Utility interests filed in OR Book 12080 at Pages 689 and 691 and OR Book
12490 at Pages 1571, 1575, 1579, 1583, 1587 and 1591; c) Restrictions filed in Deed Book 1856,
Page 175 as modified by Deed Book 2206, Page 213, Deed Book 2273, Page 364, Deed Book
313 Page 325 and Deed Book 2873, Page 331; d)Easement in favor of the City of North Miami
Beach in OR Book 4839, Page 561; e) Sanitary Sewer Connection Agreement in OR Book 5334,
Page 13; f) Agreement in OR Book 8794, Page 1014 and g) Ordinance No. 80-13 in OR Book
10702, Page 1615, zoning and other governmental regulations; Seller's affidavit; and a closing
statement all with copies delivered to Buyer's attorney at least two (2) days prior to the Closing.
At or before Closing, Seller shall deliver to Buyer an affidavit attesting to the absence, unless
otherwise provided for herein, of any claims of lien or potential lienors known to Seller and
further attesting that there have been no improvements to the Property for ninety (90) days
immediately preceding the Closing Date.
7. Expenses.
State surtax and documentary stamps which are required to be affixed to the Deed, the
cost of an Owner's Title Insurance Policy for the amount of the Purchase Price and the cost of
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recording the deed shall be paid by Buyer. The cost of recording any corrective instruments
shall be paid by Seller.
8. Prorations.
'Phe real estate taxes for the year in which the transaction is closed shall be prorated as of
the Closing Date and the pro rata amount thereof shall be credited against the Cash Balance. The
proration shall be based upon the previous year's taxes, if the current year's assessment is not
available. Seller shall pay all assessments and liens for public improvements against the
Property, if any, which are as of the Effective Date certified liens. Buyer shall assume and pay
all assessments and liens, if any, for public improvements which become certified subsequent to
the Effective Date. Either party may request and shall be entitled to a reproration of taxes when
the actual amount for the year of Closing is levied.
9. Seller to Furnish Evidence of Title.
9.1 Within forty-five (45) days from the Effective Date, Buyer, at Buyer's expense,
shall obtain an Owner's Title Insurance Commitment issued by a title insurer qualified to do
business in Florida and acceptable to Buyer and shall insure fee simple title to the Property
which is good and marketable and free and clear of all liens, encumbrances, restrictions,
easements, and conditions not acceptable to Buyer, in its sole discretion, except as specified in
this Agreement.
9.2 In the event title is not found by Buyer's attorney to be good and marketable, the
objections to title shall be specified in writing and delivered to Seller within thirty (30) days after
delivery of such Owner's Title Insurance Commitment ("Title Defects"), and Seller shall cure
such Title Defects prior to Closing.
9.3 If Seller, after the exercise of reasonable and due diligence, shall have been unable
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to make title to the Property such as required by the terms of this Agreement, then Buyer shall
have the right to (i) rescind this transaction, and procure the return of its Deposit, in which event
Buyer and Seller shall be released of any other or further obligation against the other by reason
of makirlg this Agreement, or (ii) elect to accept title to the Property in its existing condition.
10. Leases.
The Seller represents there are no leases, permits, or licenses of any type on the Property
which are in full force and effect except as may be attached as Exhibit "B" hereto. The Seller
shall furnish copies of any and all written leases that affect the Property to Buyer within fifteen
(15) days of the Effective Date. If there are any persons in possession without written leases,
estoppel letters from such persons specifying the nature and duration of the occupancy shall be
furnished to the Buyer by Seller prior to the expiration of the Investigation Period as defined
herein. Once Buyer has received and reviewed any and all leases, affecting the Property, Buyer
has the right, in its sole discretion, to terminate this Agreement and all Deposits shall be returned
to Buyer, in the event the terms of any such lease are unacceptable to Buyer.
11. Remedies on Default of Buyer.
If Buyer fails to close, and the Sellet: is not in default hereunder, and title is as required
under this Agreement, this Agreement and all rights and obligations of the parties hereunder
shall terminate and Seller shall retain the entire Deposit made by Buyer, as liquidated and agreed
upon damages as its sole aI\d exclusive remedy, and thereafter, the parties hereto shall be
released from all obligations hereunder. The parties hereby agree that the damages which Seller
would sustain by reason of Buyer's breach are beyond calculation and not subject to
determination and the Deposit is agreed by the parties to be a reasonable measure of damages in
the event of Buyer's breach.
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12. Remedies on Default of Seller.
If for any reason, other than failure of Seller to render title to the Property marketable
after diligent effort, Seller fails, neglects or refuses to perform this Agreement, Buyer may seek
specific -performance or elect to receive the return of its Deposit, together with any interest
earned thereon, without thereby waiving any action for damages resulting from Seller's breach.
13. Condemnation.
In the event of the institution of any proceedings, or if subject to a bona fide threat of
such proceedings, judicial, administrative or 'otherwise, which shall relate to the proposed taking
of any portion of the Property by eminent domain, Buyer may either cancel this Agreement,
whereupon the Deposit shall be returned to Buyer and this Agreement thereupon shall be of no
further force and effect, or elect to purchase the Property. If Buyer elects to purchase the
Property, Buyer shall be entitled to that portion of any award, damages or other consideration
paid or to be paid in connection with such taking or sale to which Buyer would have been
entitled had it been the owner of the Property prior to such taking, sale, or threat of taking.
14. Seller's Title to Real Property.
Buyer shall be entitled to receive and Seller shall be obligated to convey fee simple title
to the Property which is good and marketable and free and clear of all liens and encumbrances,
easements, restrictions and conditions not acceptable to Buyer in its sole discretion.
15. Brokerage.
Seller hereby represents that there are no real estate brokers involved in this transaction.
Seller shall indemnify and hold Buyer harmless from and against all costs, debts, damages,
expenses, claims or demands, including costs and reasonable attorneys' fees for pre-trial, trial or
appellate matters in defending against any claims for brokerage commission or finder's fee
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arising through or relative to this transaction. The representations, warranties and agreements
contained in this section shall survive the Closing of the transaction.
16. Survey.
B'uyer, within seventy-five (75) days of the Effective Date of this Agreement, at its sole
cost and expense, may obtain a final survey of the Property (the "Survey"), setting forth the legal
description of the Property and indicating the gross acreage thereof. If the legal description
differs from the legal description set forth in Exhibit "A" hereto and the title company is willing
to issue policies on the basis thereof, the Survey legal description shall be substituted for the one
contained in Exhibit "A".
17. Use.
Seller acknowledges that the Property Buyer is purchasing may be used as a site for an
electric substation with customary appurtenant activities and facilities. Buyer warrants that the
substation will be constructed in accordance with the plans approved by the appropriate
governmental bodies and that it will not change the architectural design after construction of the
substation without prior approval from the appropriate governmental entities. In addition, Buyer
agrees to permit Seller to retain any unused development rights not utilized by the Buyer in the
construction or operation of its facilities and operation of its activities in connection therewith.
To this end, Buyer agrees to enter into an Agreement to be provided by Seller pertaining to the
unused development rights, provided same does not interfere, diminish, or impede Buyer's
current or future use needs for the Property.
18. Hazardous Substances and Toxic Waste.
Seller represents and warrants that to the best knowledge of Seller no hazardous
substance or toxic waste are or have been stored upon the land or used in connection with the
land, nor, to its knowledge are any hazardous substances or toxic waste or other pollutants
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contained upon or under the land or being discharged from the land directly or indirectly into any
body of water. Seller knows of no breach of applicable laws or regulations, nor of any
underground tank located on or under the Property.
19. ItJ.vestigation.
Seller and Buyer agree that after the execution in full of this Agreement, Buyer shall have
the right to enter upon the Property for the purpose of inspecting same, making surveys, maps,
contour studies, engineering studies, conducting test borings, other subsurface soil tests and the
like, all for the purpose of determining whether the Property is suitable for the intended use. All
of the foregoing shall be at Buyer's sole cost and expense, and the Seller shall have no
responsibility in connection herewith. The Buyer agrees to hold the Seller harmless from any
damages to persons or property as a result of the foregoing. Buyer's right to enter into the
Property is expressly conditioned upon Buyer's covenant to protect the Seller from the filing of
any liens against the Property. In the event any such liens are filed, the Buyer shall either pay
the sum claimed by the lienor at once or bond such claim in the manner permitted by law. Buyer
shall restore the Property to its original condition at the completion of all of its tests and studies.
Buyer shall complete all such studies and testing within one hundred twenty (120) days of the
Effective Date of this Agreement. In the event any of the foregoing tests or studies obtained by
Buyer discloses, in Buyer's sole judgment, that the Property is unsuitable for the intended use,
the Buyer shall have the right to void this Agreement and receive the immediate return of its
Deposit. In that event, the parties shall have no further obligation to each other except as to the
obligation to hold the Seller harmless.
20. Compliance with Governmental Requirements: No Lawsuits: Authority.
Seller represents and warrants to Buyer that (a) to the best of Seller's knowledge and
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belief, the Property and its use complies with all currently applicable laws, requirements, codes,
orders, ordinances, rules and statutes, including, without limitation, those currently relating to
fire safety, environmental protection, conservation, zoning and building (collectively referred to
as "La~ and Regulations"), (b) there are no actual or, to the best of Seller's knowledge and
belief, threatened or contemplated, suits, actions or proceedings with respect to all or part of the
Property (i) for condemnation, (ii) alleging any violation of any currently applicable Laws and
Regulations, or (iii) which could result in a,lien or lis pendens affecting all or any part of the
Property, (c) to the best of Seller's knowledge and belief, no toxic or hazardous substances or
waste are, or have been, stored on, or contaminate the Property, and, no pollutants are, or have
been, discharged from the Property, directly or indirectly, into any body of water, and (d) Seller
knows of no underground tanks located on or under the Property. Seller further represents and
warrants that it will deliver to Buyer copies of all licenses, permits, approvals and other
governmental documentation relating to the Property evidencing compliance or noncompliance
with applicable Laws and Regulations, and applicable restrictive covenants, if any, and copies of
all notices received and any other information and documentation in Seller's possession and
relating to, or affecting, the foregoing representations and warranties or the Property.
21. Zoning Variance or Special Use Approval.
Seller and Buyer agree that Buyer's obligation to consummate the purchase contemplated
in this Agreement shall be subject to the approval by the appropriate governmental or quasi-
governmental authority of any zoning variance, FAA, or special use approval required to
construct and operate an electric utility substation and all customary appurtenant activities and
facilities on the Property. Buyer agrees that within ten (10) days of completion of satisfactory
investigation as set forth in Paragraph 19, Buyer will make a timely application to the
appropriate governmental authority for any zoning variance or special use approval required.
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However, such approval shall not be deemed obtained until it becomes non-appealable. Seller
agr~es that it shall cooperate fully with Buyer and sign all documents required, if any, for the
purpose of securing said zoning variance or special use.
m the event that all approvals are not obtained on or before one hundred fifty (150) days
of the Effective Date, including the lapsing of all appeal periods, Buyer shall have the right to
void this Agreement and receive an immediate return of its Deposit, or to extend the date of
Closing for an additional ninety (90) days in, order to obtain said approvals, at no additional cost
to Buyer. In the event Buyer voids the Agreement, the parties shall have no further obligation to
each other, except as specifically stated herein to survive.
22. Additional Conditions To Be Performed.
Seller acknowledges that Buyer has an existing transmission line located on the South
side of Sunny Isle Boulevard. Buyer agrees to move this transmission line to a location on the
North side of Sunny Isle Boulevard which is mutually agreed upon by Seller and Buyer. Seller
hereby consents to the relocation of the transmission line and agrees to undertake any and all
action to facilitate and coordinate the relocation of all utilities, including, but not limited to
acquiring for Buyer and/or granting Buyer all necessary permits and/or easements necessary for
the proposed relocation. The provisions of this paragraph will survive the Closing of the
transaction.
23. Access.
The existence of physical, legal and government permitted vehicular ingress and egress to
the Property directly to existing public streets is a condition precedent to Buyer's obligation to
close this transaction Buyer agrees that vehicular access from public roads to its proposed
substation will be limited to the Northeast comer, provided it obtains the appropriate
governmental approvals for access at this location. If such access is not legally and physically
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SELLER:
The City of Sunny Isles Beach
Attn:
17070 Collins Avenue
Sunny Isles, FL 33160
WITH COPY TO:
Harold Rifas, Esq.
7900 Red Road
S. Miami, FL 33143
,,.
BUYER:
Florida Power & Light Company
Attn: Ignacio Sarmiento
P.O.Box 029100.
Miami, FL 33174
WITH COPY TO:
Florida Power & Light Company
Attn: Alene S. Egol, Esq. (LA W/JB)
700 Universe Boulevard
Juno Beach, FL 33408
29. Insertion of Corrections or Modifications.
Typewritten or handwritten provisions inserted on this Agreement or on the exhibits
hereto (and initialed by both parties) shall control all printed provisions in conflict therewith.
30. Time.
Time is of the essence in this Agreement.
31. Counterparts.
This Agreement may be executed simultaneously or in counterparts, each of which
together shall constitute one and the same Agreement.
32. No Assignment.
The rights of Buyer hereunder may not be assigned by the Buyer, except to its parent,
subsidiary or affiliate, without the expressed written consent of the Seller which consent shall not
be unreasonably withheld or delayed.
33. Agreement not to be Recorded.
This Agreement shall not be recorded' in any public records by either party hereto.
(Signatures on following page)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered, all of which has been done on the date shown below for each party.
..;
SELLER:
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By:
Its:
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Signed by Seller:
4/q
, 2003
BUYER:
FLdl::. POWER & LIGHT COM. PANY
By' 25 _J../
Its:.' ,,4'Cc /Ur ".
Signed by Buyer: 3/"'ZV ' 2003
A
ACCEPTED:
By:
Chicago Title Insurance Agency, Inc.,
As Escrow Agent
Date: '\. \ S' 0 3
ASE/ AgreementslNatural Bridge Sub final version 3-17-03
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Exhibit" A"
To Agreement of Purchase and Sale
Lots 16 and 16C of SECOND REVISED PLAT OF BELLA VISTA SUBDIVISION, according
to the Plat thereof, as recorded in Plat Book 50, at Page 76, of the Public Records of Miami-Dade
County, Florida.
Less and Excepting therefrom: the portions conveyed to the State of Florida by Deed recorded in
Official Records Book 12445, Page 1248 of the Public Records of Miami-Dade County, Florida.
Lots l4 and 15 of SECOND REVISED PLA)' OF BELLA VISTA SUBDIVISION, according to
the Plat thereof, as recorded in Plat Book 50, at Page 76, less and except:
That parcel of marsh, submerged and uplands lying in the Northwest J;4 of Section 14, Township
52 South, Range 42 East, Dade County, Florida being portions of Lots 14 and 15 of SECOND
REVISED PLAT OF BELLA VISTA SUBDIVISION, according to the Plat thereof, as recorded
in Plat Book 50, at Page 76, of the Public Records of Miami-Dade County, Florida, and being
more particularly described as follows:
Begin at the Northwest comer of said Lot 15; thence run North 86 degrees 20 minutes 46
seconds East along the North line of said Lots 14 and 15 a distance of 120.59 feet; thence run
South 83 degrees 14 minutes 08 seconds West a distance of 120.77 feet to a point on the west
line of said lot 15; thence run North 03 degrees 39 minutes 14 seconds West a distance of 6.55
feet to the Point of Beginning.
AND
Begin at the Southeast comer of said Lot 14; thence run South 86 degrees 20 minutes 46 seconds
West along the South line of said Lots 14 and 15 which is coincidental with the North right of
way line of SUNNY ISLES OCEAN BEACH BOULEVARD, a distance of 190.00 feet to the
Southwest comer of said Lot 15; thence run North 03 degrees 39 minutes 14 seconds West along
the West line of said Lot 15, a distance of 18.77 feet; thence run North 88 degrees 15 minutes 19
seconds East a distance of 190.11 feet to a point on the East line of said Lot 14; thence run South
03 degrees 39 minutes 14 seconds East a distance of 12.44 feet to the Point of Beginning.
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Exhibit "B"
To Agreement of Purchase and Sale
Leases
.,;
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