2002-24734 Reso
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RESOLUTION NO. 2OU2~l~
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, WHICH PROVIDES FOR THE
DISMISSAL WITH PREJUDICE OF LITIGATION STYLED GAZIT
(MERIDIAN). INC. v. CITY OF MIAMI BEACH, 11 TH JUDICIAL CIRCUIT
COURT CASE NO. 00-30164 CA 24, AND FURTHER AUTHORIZING THE
MAYOR, CITY CLERK AND ALL NECESSARY CITY PERSONNEL TO
EXECUTE SUCH OTHER DOCUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS RESOLUTION; FURTHER
APPROPRIATING $5,745,000 FROM THE PARKING ENTERPRISE FUND
BALANCE, REPRESENTING THE BALANCE OF THE PURCHASE PRICE
REQUIRED PURSUANT TO THE CONTRACT FOR PURCHASE AND
SALE BETWEEN GAZIT (MERIDIAN), INC. AND THE CITY OF MIAMI
BEACH FOR THE ACQUISITION OF THE PROPERTY LOCATED AT 1701
AND 1721 MERIDIAN AVENUE; APPROPRIATING $90,000 FROM THE
PARKING ENTERPRISE FUND BALANCE FOR ASSOCIA TED CLOSING
COSTS; APPROPRIATING $50,000 FROM THE GENERAL FUND
OPERATING CONTINGENCY TO PERFORM THE NECESSARYREP AIRS
REQUIRED AT THE BUILDING UPON ACQUISITION; FURTHER
APPROPRIATING $70,000 FROM ACCOUNT #370-8000-361130 TO
PURCHASE A REMOTE TELEPHONE SHELF, COMPUTER SERVER,
AND THE WIRING NECESSARY TO EFFECTUATE THE CAPITAL
IMPROVEMENT OFFICE RELOCATION TO THE BUILDING; FURTHER
APPROPRIATING $150,000 FROM THE GENERAL FUND OPERATING
CONTINGENCY FOR OPERATING COSTS TO OPERATE AND
MAINTAIN THE BUILDING FOR THE REMAINDER OF FY 2002; AND
FURTHER AUTHORIZING THE CITY TO EXTEND THE EXISTING
MAINTENANCE AND SERVICE AGREEMENTS FOR THE BALANCE OF
FY 2002.
WHEREAS, on October 17,2001, the Mayor and City Commission of the City of Miami
Beach passed Resolution No. 2001-24661 which authorized the execution of the Agreement for
Purchase and Sale for the City's purchase of the property located at 1701 and 1721 Meridian
Avenue, Miami Beach, Florida which is also known as 777 17th Street (the Equity One Building and
parking lot located adjacent thereto )(the "Subject Property"); and
WHEREAS, Resolution No. 2001-24661 also authorized the City Manager to negotiate the
terms of the Settlement Agreement whereby the owner of the Subject Property Gazit (Meridian), Inc.
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dismissed with prejudice its pending lawsuit in Gazit (Meridian). Inc. vs. City of Miami Beach, 11 th
Judicial Circuit Court Case No. 00-30164 CA 24 and further approve the execution of such other
documents as they may be necessary to effectuate the intent of Resolution No. 2001-24661; and
WHEREAS, via Resolution No. 2001-24661, the City Commission also appropriated
$350,000 from the City of Miami Beach Parking Enterprise Fund further required deposit under the
Purchase and Sale Agreement, which included an additional $25,000 for due diligence expenses; and
WHEREAS, based upon the Administration's comprehensive report relative to the benefits
in acquiring the Subject Property as well as favorable input received from the public as a result of
the January 10, 2002 public workshop, the Mayor and City Commission deem it in the best interest
of the City to purchase the Subject Property and to appropriate $5,745,000 from the Parking
Enterprise Fund balance therefore, representing the balance of the purchase price required pursuant
to the Contract for Purchase and Sale between Gazit (Meridian), Inc. and the City of Miami Beach
for the acquisition of the Subject Property and further appropriating $90,000 from the Parking
Enterprise Fund balance for associated closing costs; and further appropriating $50,000 from the
General Fund Operating Contingency to perform the necessary repairs required at the Subject
Property upon acquisition; and further appropriating $70,000 from Account # 370-8000-361130 to
purchase a remote telephone shelf, computer server, and the wiring necessary to effectuate the
Capital Improvement Office relocation to the building on the Subject Property; and further
appropriating $150,000 from the General Fund Operating Contingency for operating costs to operate
and maintain the building on the Subject Property for the remainder ofFY 2002; and
WHEREAS, the Mayor and City Commission further find that it is advisable to extend the
existing Maintenance and Service Agreement for the Subject Property for the balance ofFY 2002.
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NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA as follows:
1. The Mayor and City Clerk are hereby authorized to execute a Settlement Agreement
between Gazit (Meridian), Inc. and the City of Miami Beach, Florida, which shall provide for the
dismissal with prejudice of the litigation styled Gazit (Meridian). Inc. v. City of Miami Beach, 11th
Judicial Circuit Court Case No. 00-30164 ca 24.
2. That the Mayor and City Commission hereby authorize the appropriation of
$5,745,000 from the Parking Enterprise Fund balance, representing the balance of the purchase price
required pursuant to the Contract for Purchase and Sale between Gazit (Meridian), Inc. and the City
of Miami Beach for the acquisition of the Subject Property located at 1701 and 1721 Meridian
Avenue, Miami Beach, Florida.
3. That the Mayor and City Commission hereby authorize the appropriation of$90,000
from the Parking Enterprise Fund balance for associated closing costs relative to the Purchase and
Sale Agreement.
4. That the Mayor and City Commission hereby authorize the appropriation of$50,000
from the General Fund Operating Contingency to perform the necessary repairs required at the
Subject Property upon its acquisition.
5. That the Mayor and City Commission hereby authorize the appropriation of$70,000
from Account # 370-8000-361130 to purchase a remote telephone shelf, computer server, and the
wiring necessary to effectuate the Capital Improvement Office relocation to the building on the
Subject Property.
6. That the Mayor and City Commission hereby authorize the appropriation of$150,000
from the General Fund Operating Contingency for operating costs to operate and maintain the
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building on the Subject Property for the remainder ofFY 2002.
7. That the Mayor and City Commission hereby authorize the City to extend the existing
Maintenance and Service Agreements at the Subject Property for the balance ofFY 2002.
8. The Mayor, City Clerk and City Attorney or their respective designees are hereby
authorized to take all necessary action and execute such documents as may be necessary to carry out
the purpose and intent of this Resolution.
PASSED and ADOPTED THIS
ATTEST:
~.e~
CITY CLERK
F:\A TTOILEVLIRESO&ORDIGAZITMER.WPD
APPROVED AS 10
FORM & LANGUAGE
& FOR EXECunoN
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RESOLUTION NO. 2001-24661
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE EXECUTION
OF TIlE PURCHASE AND SALE AGREEMENT, SUBSTANTIALLY IN TIlE
FORM ATfACHED HERETO, FOR THE PURCHASE OF THE PROPERTY
LOCATED AT 1701 MERIDIAN AVENUE (THE "SUBJECT PROPERTY"
A/KJA 77717TH STREETlfHE EQUITY ONE BUILDING AND PARKING
LOT) AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE THE
TERMS OF A SETTLEMENT AGREEMENT BETWEEN GAZIT
(MERIDIAN) INC. AND THE CITY OF MIAMI BEACH WHICH PROVIDES
FOR THE DISMISSAL WITH PREJUDICE OF LITIGATION STYLED
GAZIT O\'fERlDIAN) INC. v. CITY OF MIAMI BEACIl, 11TH JUDICIAL
CIRCUIT COURT CASE NO. 00-30164 CA 24, AND FURTHER
AUTHORIZING THE MAYOR, CITY CLERK AND ALL NECESSARY
CITY PERSONNEL TO EXECUTE SUCH OTHER DOCUMENTS AS MAY
BE NECESSARY TO EFFEcruATE THE INTENT OF nus RESOLUTION.
WHEREAS, Gazit (Meridian) Inc. has heretofore asserted claims against the City of Miami
Beach which are set forth in a complaint filed in the Circuit Court for the Eleventh Judicial Circuit
Court in and for Miami-Dade County, Florida styled Gmt ()Aeridi8l'l) Inc. v. City of Miami Beach,
Circuit Court Case No. 00-30164 CA 24, pertaining to the property located at 1701 Meridian
Avenue, Miami Beach, Florida which is also known as 777 17th Street (the Equity One building and
parking lot located adjacent thereto) (the "subject property"); and
WHEREAS, the parties wish to settle the above-referenced litigation via (a) a Settlement
Agreement which will provide that Gazit (Meridian) Inc. shall dismiss with prejudice its pending
lawsuit in the above referenced case and (b) a Purchase and Sale Agreement whereby the City will
purchase the subject property; and
WHEREAS, the City Commission wishes to execute the attached Purchase and Sale
Agreement and to authorize the City Manager to negotiate the tenns of a Settlement Agreement as
referenced above.
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WHEREAS, an appropriation of$350,000 from the City of Miami Beach Parking Enterprise
Fund is required for the deposit under the Purchase and Sale Agreement, which includes $25,000 for
due diligence expenses.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA as follows:
1. That the City Commission hereby authorizes the execution of the Purchase and Sale
Agreement, substantially in the fonn attached hereto, which provides for the City's purchase of the
subject property.
2. That the City Commission hereby authorizes the City Manager to negotiate the tenns
of a Settlement Agreement whereby Gazit (Meridian), Inc. dismisses with prejudice its pending
lawsuit in Gazit (]vferidian) Inc. v. Ci\y of Miami Beach, 11th Judicial Circuit Court Case No. 00-
30164 CA 24.
3. That the City Commission further approves the execution of such other documents
as may be necessary to effectuate the intent of this Resolution.
4. That the City Commission hereby appropriates $350,000 from the City of Miami
Beach Parking Enterprise Fund for the required deposit under the Purchase and Sale Agreement,
which includes an additional $25,000 for due diligence expenses.
PASSED and ADOPTED TInS
17th
~f Ottobet
MAYOR
2001.
ATTEST:
_~f~
CITY CLERK
P:IA 1TO\nJIlN\IlESOSIGAZrrt.B2.AGR
APPROVEDM'ft)
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OFFICE OF THE CITY ATTORNEY
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F LOA D A
MURRAY H. DUBBIN
City Attorney
Tdephone:
Tdecopy:
(305) 673-7470
(305) 673-7002
COMMISSION MEMORANDUM
SUBJECf:
Mayor Neisen O. Kasdin and
Members of the City Commission
MurrayH. Dobbin ._I~\.\V
City Attorney ~~ ~- .
RESOLUTION kHORlZING THE CITY MANAGER TO NEGOTIATE
THE TERMS FOR THE PURCHASE OF THE PROPERTY LOCATED AT
1701 MERIDIAN AVENUE, A/KIA 777 17m STREET (THE EQmTY ONE
BIDLDING AND PARKING LOT) AND AUmORlZING TIlE CITY
MANAGER TO NEGOTIATE THE TERMS OF A SETTLEMENT
AGREEMENT RELATIVE TO LITIGATION STYLED GAZIT (MERIDIAN)
INC. V. CITY OF MIAMI BEACH, 11TH JUDICIAL CIRCUIT COURT
CASE NO. 00-30164 CA 24.
DATE: October 17 2001
TO:
FROM:
The City Attorney's Office submits the above referenced Resolution for consideration by the
Mayor and City Commission. This Resolution authorizes the City Manager to negotiate the terms
of a Purchase and Sale Agreement relative to the property located at 1701 Meridian Avenue (a!kaI
777 17th Street/the Equity One building and parking lot) and further authorizes the CitY Manager
to negotiate the terms of a Settlement Agreement between Gazit (Meridian) Inc. and the City of
Miami Beach for the dismissal with prejudice of litigation styled Gazit (Meridian) Inc. v. City of
Miami Beach, 11th Judicial Circuit Court Case No. 00-31064 CA 24. The Resolution also
authorizes the Mayor, City Clerk, and other necessary City personnel to execute the negotiated
Settlement Agreement and Purchase and Sale Agreement after further consideration and approval
by the City Commission of such negotiated terms.
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Agenda Item J? 7 P
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1700 Convention Center Drive - Fourth Floor - M18mi Bta.
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AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT, is dated this ~ day of October, 2001, and is entered into by and
between the City of Miami Beach, Florida, a municipal corporation organized and existing
under the laws of the State of Florida and/or assigns (the "Buyer") whose address is 1700
Convention Center Drive. Miami Beach, Florida 33139 and GAZIT (MERIDIAN), INC. a Florida
Corporation, (the "Seller"). whose address is care of Alan J. Marcus 20803 Biscayne Blvd.
Suite 301 Aventura, FL 33180
1. DESCRIPTION OF PROPERTY: Seller agrees to sell and Buyer agrees to purchase,
under the terms and conditions set forth in this Agreement. all right, title and interest of
the Seller in and to the following:
A. The parcel or parcels of real property, known as the Equity One office building
located at 1701 Meridian Avenue. Miami Beach, Florida 33139 consisting of
approximately 36,000 square feet of improvements and the adjacent parking lot
containing approximately 17,500 square and any improvements situated on such
parcels, together with any and all easements, covenants and other rights
appurtenant to such parcels and owned by Seller, the legal description of which
is (hereinafter the "Real Property"):
See exhibit -A- attached hereto
B. Any and all transferable licenses. permits, certificates of occupancy, and other
approvals in effect at the Closing Date and necessary for the current use and
operation of the Real Property or the personal property, any and all transferable
warranties, architectural or engineering plans and specifications and tests and
studies, development rights that exist and are in Seller's possession, as of the
Closing Date and relate to the Real or Personal Property.
c. All furniture, fumishings, fixtures, equipment and other tangible personal property
that is affixed to and/or located at the Real Property which is owned by Seller on
the Closing Date and used in connection with the management. operation or
repair of the Real Property excluding all tangible personal property owned by
tenants of the Real Property (collectively "Personal Property");
D. Intangible Property (collectively "Intangible Property") consisting of (i) any and all
Leases and Contracts in effect on the Closing Date, (ii) any and all refundable
security deposits and other deposits and interest thereon, if required by law (iii)
any and all transferable licenses, permits. licenses, certificates of occupancy,
and other approval in effect at the Closing Date and necessary for the current
use and operation of the real property or the personal property, (iv) any and all
transferable warranties. architectural or engineering plans and specifications and
tests and studies, development rights that exist and are in Seller's possession,
as of the Closing Date and relate to the Real or Personal Property.
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E. Real Property, Personal Property and Intangible Property may sometimes be
herein collectively referred to as the .Property"
2. PURCHASE PRICE: The total purchase price of the Property is 56,050,000.00 (U.S.)
payable in certified funds or by wire transfer, as follows:
Deposit paid to Alan J. Marcus
Trust Account within Two (2) days
of the Effective Date: $ 302.500.000
Wire transfer of funds required at
closing:
$5.747.500.00 ;
$6.050.000.00
TOTAL PURCHASE PRICE:
; Subject to adjustments and prorations provided for in this Agreement.
The deposits to be paid by Buyer shall be held by ALAN J. MARCUS, ESQUIRE TRUST
ACCOUNT and shall be refundable to Buyer only as set forth herein. Interest on the
deposits to be paid by Buyer shall follow the principal of said deposits. Such deposits,
together with the interest accrued thereon, are hereinafter referred to as the "Earnest
Money Deposit."
3. ACCEPTANCE: Seller shall have seven (7) business days from receipt of a fully
executed Agreement from Buyer to accept or reject same. Until such time as this
Agreement has been fully executed by Seller, this Agreement shall not be binding.
4. FACSIMILE: EFFECTIVE DATE' Facsimile copies of this Agreement, signed and
initialed in counterpart, shall be considered for all purposes, including delivery, as
originals. The Effective Date of this Agreement will be (a) the date when the last one of
Buyer and Seller has signed this offer, or (b) if changes in this offer (after signature)
have been made and initialed by the parties, the date when the last one of Buyer or
Seller has initialed those changes.
5. INSPECTIONS AND CONDITION OF PROPERTY'
A. Buyer shall have until November 30, 2001 to complete its due diligence
inspection of the Real Property (the "Inspection Perioer,. Within two (2)
business days of the Effective Date, Seller shall make available to Buyer (i)
copies of all leases, lease proposals. renewals or other agreements or
correspondence amending or modifying the foregoing; (ii) income and expense
statements for the past three years; (iii) a current rent roll; (iv) a list of alt
personal property; (v) copies of all management, leasing and service contracts;
(vi) Seller's title insurance policy and survey; and (vii) copies of Seller's most
recent environmental report applicable to the Property.
B. During the Inspection Period, Buyer may conduct such inspections, at Buyer's
sole expense, as Buyer may deem necessary to ascertain the physical condition
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of the Real Property. However, Buyer shall arrange for any such inspections by
appointment only coordinated with the Seller.
C. In the event the Real or Personal Property is not acceptable to Buyer for any
reason whatsoever, in Buyer's sole and absolute discretion Buyer shall provide
written notice of same to Seller, at Seller's address, prior to the expiration of the
Inspection Period. In such event, this Agreement shall be terminated and shall
be of no further force and effect and Buyer and Seller shall each be released of
all obligations hereunder and Buyer shall be refunded the Earnest Money
Deposit without further notice. Failure of Buyer to deliver notice to Seller as
required herein shall constitute waiver of Buyer's right to give such notice and
shall be deemed acceptance of the Real and Personal Property by Buyer in its
as is, where is condition.
D. Buyer shall (i) complete its Inspection Period; (Ii) not disturb or interfere with the
operation, management or use of the Property by Seller, Seller's agents, any
tenant of the Property or by any such tenant's customers, invitee or guests; and
(iii) not damage or affect the physical structure of the Property. Buyer shall be
responsible for any and all losses, damages, charges and other costs associated
with such inspections and studies, and Buyer covenants and agrees to return the
Property to the same condition as existed prior to such inspections and studies.
Buyer agrees not to allow any liens to arise against the Property as a result of
such inspections and studies and agrees to indemnify and hold Seller harmless
from and against any and all claims, charges, actions, costs, suits, damages,
injuries, or other liabilities which arise, either directly or indirectly, from Buyer's or
its agent's or employee's entry onto the Property prior to Closing.
E. Upon 24 hour notice, Buyer may have access to all of the original documents
concerning the Property referenced in Paragraph A. of this Paragraph 5, located
at the Seller's principal office at 1696 NE Miami Gardens Drive, 2nd floor, North
Miami Beach, Fl33179.
F. Buyer acknowledges that Buyer is purchasing the Property in -AS IS, WHERE
IS" Condition and Buyer further acknowledges that Seller has made no
warranties or representations, express or implied, in respect to the real and
personal property except as set forth herein and further, Buyer has been given
the opportunity and has made or will make, as set forth herein, an independent
investigation of the Property and Buyer acknowledges that an unqualified
standard of caveat emptor applies to the transaction under this Agreement.
6. TERMINATION AFTER INSPECTION PERIOD: Buyer shall have the right to
terminate this Agreement at any time between December 1, 2001 and December 20,
2001, for any reason, or for no reason, upon payment of $15,000.00 to Seller. In such
case, the amount of $15,000.00 shall be deducted from the Earnest Money Deposit, and
the balance of the Earnest Money Deposit shall be immediately returned to Buyer, and
this Agreement shall be terminated and shall be of no further force and effect and Buyer
and Seller shall each be released of all obligations hereunder.
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7. CLOSING:
A. The closing for delivery of the deed and payment of the balance of the purchase
price shall take place at Seller's attorney's office. or at such other place as the
parties may mutually agree upon. at 9:00 a.m., Eastern Standard Time on
December 21, 2001, or such other date as the parties may mutually agree upon.
B. Possession of the Property shall be transferred by Seller to Buyer simultaneously
with the closing of title, subject to tenants' right of possession.
8. FINANCING:
This is an all cash transaction.
9. SELLER'S REPRESENTATIONS AND WARRANTIES:
A. Seller represents and warrants to Buyer that as of the Effective Date, the person
executing this Agreement on behalf of Seller is duly authorized to do so, that
Seller has full right and authority to enter into this Agreement. and this
Agreement constitutes a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms.
B. Seller is duly organized, validly existing and in good standing, and authorized to
do business within the State of Florida.
C. Seller has good, marketable and insurable fee simple title to the Property.
D. There are no actions, suits, claims, condemnation proceedings, or other matters
pending, or, to the Seller's best knowledge and belief, threatened against Seller
that could affect Seller's ability to perform its obligations under this Agreement.
E. All documents and records delivered to Buyer are true and correct, to Seller's
best knowledge and belief.
F. There are no payments for work andlor improvements to the Property which are
unpaid or will become due or owing at Closing.
G. There are no contracts, commitments, etc. concerning the use and/or operation
of the Property, except as disclosed to Buyer or that exist in the ordinary course
of business.
H. There are no existing notices of violation of any State. County or City statutes,
laws, ordinances or regulations with respect to the Property.
10. BUYER'S REPRESENTATIONS AND WARRANTIES: Buyer represents and warrants to
Seller that the following are true, accurate and complete as of the Effective Date:
A. Buyer is a municipal corporation duly organized and existing under the laws of
the State of Florida.
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B. Each of the persons executing this Agreement on behalf of Buyer is duly
authorized to do so. Buyer has full right and authority to enter into this
Agreement and to complete the transaction contemplated herein. This
Agreement constitutes a valid and legally binding obligation of Buyer,
enforceable against Buyer in accordance with its terms.
C. There are no actions, suits, claims or other matters pending, or, to the Buyer's
best knowledge and belief, or threatened against Buyer that could affect Buyer's
ability to perform its obligations under this Agreement.
D. Buyer has sufficient funds and worthy credit available to consummate the
Closing of the transaction described in this Agreement.
11. LIMITATIONS ON FUTURE LEASES AND RENTALS: Subsequent to the Effective
Date of this Agreement, Seller shall not, without Buyer's prior written consent, enter into
any leases or contracts except for (i) contracts to be completed or that are to terminate
at or before closing, or (ii) service contracts that are terminable on not less than 60
days notice. Buyer shall have five (5) days to approve any proposed leases. In the event
Buyer does not provide written consent to the proposed lease of contract, Buyer's
silence shall be deemed a refusal to consent to said lease or contract.
12. CONDITION OF PROPERTY AT CLOSING: Seller shall be obligated to maintain
the Property in the same condition as of the Effective Date, reasonable wear and tear
excepted.
13. CONDITIONS PRECEDENT TO CLOSING
A. Conditions Precedent for Buyer: The obligation of Buyer to purchase the
Property from Seller under this Agreement is, subject to the satisfaction, at
Closing, of each of the following:
(i) The representations and warranties made by Seller in this Agreement
shall be true, accurate and complete in all material respects on and
as of the Closing Date with the same force and effect as if such
representations and warranties were made on and as of such date.
(ii) Seller shall have performed all covenants and obligations required by
this Agreement to be performed by Seller on or before Closing.
(lIi) Title to the property shall conform with the requirements of Paragraph
18 herein and Buyer shall have received a written commitment for title
insurance, as described in Paragraph 18, indicating that an owner's
title insurance policy in accordance with the provisions of Paragraph
18 will be issued after the date of Closing and compliance with any
requirements contained therein.
(iv) Seller shall have furnished a written estoppel letter from the tenants set
forth in Paragraph 19 of this Agreement or an affidavit executed by Seller
in lieu thereof.
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(v) Seller shall have executed a settlement agreement (the "Settlement
Agreement"), in form and substance satisfactory to Buyer, for the
dismissal with prejudice of litigation styled Gazit (Meridian) Inc. v. City of
Miami Beach 11111 Judicial Circuit Court Case No. 00-31064 CA 24.
B. Conditions Precedent for Seller: The obligation of Seller to sell the Property
to Buyer under this Agreement is, subject to the satisfaction, at closing, of each
of the following:
(i) The representations and warranties made by Buyer in this Agreement
shall be true, accurate and complete in all material respects on and
as of the Closing Date with the same force and effect as if such
representations and warranties were made on and as of such date.
(ii) Buyer shall have performed all covenants and obligations required by
this Agreement to be performed by Buyer on or before Closing.
(ili) Buyer shall have executed the Settlement Agreement, in form and
substance satisfactory to Seller, for the dismissal with prejudice of
litigation styled Gazlt (Meridian). Inc. v. City of Miami Beach. 11th
Judicial Circuit Court Case No. 00-31064 CA 24, which Settlement
Agreement shall provide for, among other things, the payment of
$450,000 from Buyer to Seller for Seller's legal costs and expenses in
the above-styled case.
14. CLOSING' DELIVERIES AT CLOSING: The closing of the transaction contemplated
in this Agreement ("Closing") shall take place on the date set forth in Paragraph 6 of this
Agreement.
A. At, or prior to, the time of Closing, Seller shall deliver to Buyer the fonowing items
in form and substance reasonably acceptable to Buyer:
(i) Statutory Warranty Deed.
(iI) Bill of Sale with respect to any Personal Property included in the sale.
(iii) Mechanics' Lien Affidavit.
(Iv) No Lien Affidavit
(v) Title Affidavit.
(vi) Assignment of Leases, Rents and Security Deposits.
(vii) Assignment of Contracts, if any.
(viii) FIRPTA Affidavit.
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(ix) Title evidence as set forth in Paragraph 18.
(x) A corporate resolution and an incumbency certificate to evidence the
Seller's capacity and authority to consummate Closing, and if
required, true and correct copies of Articles of Incorporation and
bylaws, including all amendments thereto; and a current Certificate of
Good Standing;
(xi) A completed IRS Form 1099 S.
(xii) Evidence of payment of the current tax year's ad valorem real
property taxes and personal property taxes.
(xiii) All keys in Seller's possession to all entrance doors to, any equipment
and utility rooms located in, and all others locks in, the Property,
appropriately marked for identification, and combinations to all safes
and combination locks, if any, within the Property.
(xiv) To the extent In Seller's possession or under Seller's control, all plans
and specifications for the building and all other improvements
comprising a part of the Property (including, without limitation, for all
architectural, structural, mechanical, plumbing and electrical
components), Including the sepias of all such plans, if any, and
operating manuals.
(xv) Such other documents as may be reasonably required in order to
carry out the purchase and sale.
B. At the time of closing, Buyer shall deliver or cause to be delivered to Seller the
following items in form and substance reasonably acceptable to Seller:
(I) The earnest Deposit to be credited against Purchase Price.
(ii) A resolution of the Mayor and City Commission authorizing the
purChase and an incumbency certificate to evidence Buyer's capacity
and authority to consummate Closing.
(iii) Acceptance of Assignment of Contracts.
(Iv) Acceptance of the Assignment of Leases and Security Deposits.
(v) The balance of the Purchase Price and such other funds necessary to
pay all Closing and other costs and adjustments to be paid by Buyer
under this Agreement (to be delivered by wire transfer),
C. Each party agrees to execute and deliver at Closing a settlement statement
setting forth the charges, adjustments and credits to each party and to execute
and deliver such other documents and take such actions as either party or the
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Escrow Agent might reasonably request to consummate the transaction herein
contemplated.
Q. At Closing, the Escrow Agent shall (a) disburse all funds, then (b) record,
among the appropriate Public Records, all documents to be recorded. and then
(c) deliver all original documents and copies thereof, to the appropriate parties.
15.
RISK OF LOSS:
Risk of loss prior to closing shall be borne by Seller.
A. If between the time of execution of this Agreement and the time of closing, the
Property is damaged by fire or other casualty the following shall apply, at Seller's
option:
(i) Upon receipt of applicable insurance proceeds, Seller shall have the
obligation to repair or replace the damaged improvements built upon
the Real Property. If Buyer requires, Seller shall make such repairs
or replacements and this Agreement shall continue in full force and
effect and the Seller shall be entitled to extend the closing for a
reasonable additional period of time so as to enable Seller to
complete such repairs or replacements; or
(ii) Buyer may notify Seller that Buyer would rather that Seller not repair
or replace any such loss or damage and Seller shall assign all right to
and in any and all proceeds received from insurance or in satisfaction
of any claims or actions in connection with such loss or damage and
upon such assignment Buyer shall close without any purchase price
reduction,
(iii) In the event the cost of repairs is in excess of $100,000.00 Seller
shall have the right to cancel this Agreement in which event, this
Agreement shall be deemed canceled and of no further force or
effect. Buyer shall be refunded its deposit monies, without further
notice, and the parties shall be released and discharged of all claims
and obligations hereunder.
B. CONDEMNATION: In the event that all or any substantial portion of the Real
Property is condemned or taken by eminent domain prior to Closing, Buyer may,
at its option, either: (i) terminate this Agreement by written notice thereof to
Seller within five (5) days after Seller notifies Buyer of the condemnation and
receive an immediate refund of the Deposit, and all interest accrued thereon or
(ii) proceed to close the transaction contemplated herein pursuant to the terms
hereof, in which event Seller shall deliver to Buyer at the Closing any proceeds
actually received by Seller attributable to the Real Property from such
condemnation or eminent domain proceeding, net of any costs associated with
such condemnation or eminent domain proceeding, or an assignment of Seller's
rights against the condemning authority, and there shall be no reduction in the
purchase price. In the event Buyer fails to timely deliver written notice of
termination as described in (i) above, Buyer shall be deemed to have elected to
proceed in accordance with (ii) above.
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16. EXPENSES OF CLOSING:
A. Seller shall pay the following costs incurred in this sale:
(i) Seller's attomeys fees and costs;
(ii) The cost of recording any releases or corrective title instruments; and
(iii) The costs of delivery of the. Evidence of Title, as required in
Paragraph 18B, herein.
B. Buyer shall pay the fallowing costs incurred in this sale:
(i) Buyer's attorney's fees and costs:
(ii) The costs of recording the deed of conveyance;
(iii) The cost of a certified survey (if Buyer so requires) certified to the
benefit of the Buyer and the Title Insurer;
(iv) Any documentary stamp or transfer taxes, including surtax, imposed
in connection with the sale of the Property.
(v) All Title Insurance Premiums;
(vi) Any other costs and expenses in connection with the purchase.
17. SPECIAL ASSESSMENTS' PRORATIONS AND CREDITS:
A. SPECIAL ASSESSMENT LIENS. Certified, confirmed, and ratified special
assessment liens as of the date of closing (and not as of the Effective Date) are
to be paid by Seller. Pending liens as of the date of closing will be assumed by
Buyer, provided, however, that when the improvement resulting in the
assessment has been substantially completed as of the Effective Date, the
pending lien will be considered as certified, confirmed, or ratified and Seller will
at Closing be charged an amount equal to the last estimate by the public body,
of the assessment for the improvement.
8. Prorations: Current ad valorem real estate taxes, based on the latest tax bill
then available; personal property taxes, rents, maintenance fees and other
similar customarily pro ratable items shall be prorated as of the Closing Date with
Buyer being responsible for and being credited with those on the day of Closing.
All current year's ad valorem real property taxes and all personal property taxes
shall be paid by Seller prior to the Closing Date. Seller shall be credited for all
rents paid through the Closing Date. Any rents that have accrued, but are
unpaid and not past due as of the date of Closing shall not be prorated. Upon
collection of such rent by either party, the party collecting such rent shall make
the appropriate proration and distribute same with 10 days of receipt. The
provisions of the Paragraph are intended to survive Closing.
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C. Credits: Buyer shall be credited with the amount of any prepaid rents paid
to Seller by tenants of the Property for periods subsequent to the Closing date
and with the amount of any deposits for tenants of the Property, including rental,
cleaning, utility, key, damage and other deposits.
D. Buyer shall have the right to satisfy any items that may exist at Closing from the
closing proceeds to be paid to Seller.
18. EVIDENCE OF TITLE: Seller has herewith supplied Buyer with copies of Schedules A
and B from Commonwealth Land Title Insurance Company Mortgagee's Policy (Policy
No. F02-204760, together with hard copies of the exceptions to the title policy and the
boundary survey mentioned therein. All exceptions contained in said policy shall be
Permitted Exceptions. except for those dealing with existing encumbrances. Wrthin
thirty (30) days of Buyer's' receipt of the documents described above, Buyer shall, at its
own expense, obtain a commitment for an owner's title insurance policy (hereinafter
referred to as the .Commitment") written on a title insurance company which is
authorized and registered to issue title insurance. in the State of Florida (the "Title
Company.) evidencing that Seller is vested with fee simple, good and marketable title to
the Property, free and clear of all liens, encumbrances, exceptions or qualifications
whatsoever save and except for (a) those exceptions specified as "Permitted
Exceptions. in Exhibit "B. hereto and (b) those exceptions to title which are to be
discharged by Seller at or before the closing thereof. Legible copies of all exceptions
set forth on the Commitment shall be attached to it. The Commitment shall also
evidence that upon the execution. delivery and recordation of the Deed to be delivered
pursuant to the provisions of this Contract and the satisfaction of all requirements
specified in the Commitment, Buyer shall acquire fee simple, good and marketable title
to the Property, subject only to the Permitted Exceptions. Seller shall comply with all
reasonable requirements set forth in Buyer's title commitment applicable to Seller
(including delivery of a .gap. affidavit in addition to the other documents described in the
Commitment) and Buyer shall comply with all requirements set forth in the Commitment
applicable to Buyer. If Buyer or its attorneys shall determine the Commitment does not
meet the requirements specified above, or that the title to the Property is unmarketable
for reasons other that the existence of Permitted Exception or exceptions which are to
be discharged by Seller at or before the closing hereof, the Buyer shall notify Seller of
that fact in writing within ten (10) days after Buyer's receipt of the Commitment. Such
written notice shall specify those liens, encumbrances, exceptions or qualifications to
title which are not; (I) Permitted Exceptions; (ii) contemplated by this Contract to be
discharged by Seller at or before closing. Or (iii) reasonably acceptable to Buyer despite
not being either Permitted Exceptions or dischargeable at closing; any such liens,
encumbrances, exceptions or qualifications being hereinafter referred to as "Title
Defects. ..
Seller, without any obligation on its part to bring lawsuits or expend more than $5.000.00
shall have sixty (60) days following its receipt of written notice of the existence of Title
Defects in which to cure or eliminate the Title Defects to the satisfaction of the Title
Company In such manner as to permit the Title Company to either endorse the
Commitment so as to delete the Title Defects therefrom or issue a new Commitment
which specifically provides affirmative insurance over or against those Title Defects
specified by Buyer. and which otherwise meets the requirements of this Paragraph. If
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Seller shall in fact cure or eliminate the Title Defects, the Closing shall take place on the
date specified in this Agreement, or if such date has passed, within thirty (30) days after
the end of said sixty (60) day period.
If Seller is unable to cure or eliminate the Title Defects within the time allowed, or is
unwilling to cure any Title Defect because it would require the expenditure of money in
excess of $5.000.00 (in which event the Seller shall immediately provide the Buyer with
written notice of that fact and the curative period shall terminate as of the date of said
notice), Buyer may elect to terminate this Agreement within thirty (30) days following the
expiration of the sixty (60) day curative period (or earlier termination of said curative
period) by giving written notice of termination to Seller or, alternatively, Buyer must close
its purchase of the Property and accept the conveyance of the Property subject to the
Title Defects, in which event the closing shall take place on the date specified in this
Agreement' without reduction in the Purchase Price, or in the event such date has
passed within thirty (30) days after the end of said sixty (60) day period. If, by giving
written notice to Seller within the time allowed, Buyer elects to terminate this Agreement
because of the existence of uncured title Defects, Buyer shall have as its sole remedy
the return of the Earnest Money Deposit and, upon the disbursement thereof to Buyer,
this Agreement and all rights and obligations of the parties hereunder shall terminate
and be null and void except those which expressly survive termination of this
Agreement.
19. TENANT ESTOPPEL LETTERS: Seller shall deliver to Buyer, prior to Closing, an
estoppel certificate (hereinafter the "Estoppel Certificate") signed by each tenant of the
Property indicating the amount of rent paid. the date last paid, the amount of security
deposits, any prepaid rents, etc. Buyer shall, within five (5) days of the Effective Date,
supply such form acceptable to Buyer for Seller's use. In lieu of an estoppel certificate,
Seller may supply an Affidavit attesting to the items set forth in the Estoppel Certificate.
20. ASSIGNMENT: This Agreement may be assigned to an affiliate of the Buyer
without the consent of Seller. This Agreement may not be assigned to any other buyer
without approval of Seller, unless said buyer is qualified, in Seller's sole discretion, said
approval not to be unreasonably withheld. Any such assignment shall indicated
acceptance of the assignment by the assignee.
21. DEFAULT: Should Buyer fail to purchase on the date on which title is to close in
accordance with this Agreement, or fail to perform any of Buyer's other obligations
under this Agreement and such default is not cured within 10 days after written notice to
Buyer, Seller may, at Seller's option, cancel this Agreement by written notice to Buyer.
In such event, Buyer's deposits and all other sums paid to Seller (including any interest
earned thereon) shall be retained by Seller as liquidated and agreed damages for
Buyer's default, and this Agreement shall terminate. Seller has removed the Property
from the market and has incurred indirect expenses relative to sales, advertising and the
like, and Buyer recognizes that no other method could determine the precise damage
resulting and retention of all sums then paid as liquidated and agreed damages shall be
Seller's sole remedy in the event of Buyer's default. If this Agreement is so canceled,
Seller may sell the Property to any third party as though this Agreement had never been
made (without any obligation to account to Buyer for any part of the proceeds of such
sale). Buyer agrees not to file any action against Seller seeking the return of any portion
II
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...
of said deposits or seek any reduction in the amount of the liquidated and agreed upon
damages if this Agreement is terminated for Buyer's default. Should Seller defauft under
this Agreement or fails to perform any of Seller's other obligations under this Agreement
and such default is not cured within 10 days after written notice to Seller, Buyer's sole
and exclusive remedy shall be to (i) obtain a refund of all deposits made, whereupon
this Agreement shall terminate and neither party shall have any liability to the other, or
(ii) bring an action for specific performance, without waiving Buyer's right to damages
incurred as a result of Seller's breach.
22. ESCROW AGENT.
A. The Escrow Agent joins in the execution of this Agreement for the express
purposes of acknowledging receipt of the Earnest Money Deposit (subject to
clearance) lodged by Buyer with Escrow Agent hereunder and agreeing to be
bound by the provisions set forth in this Agreement with respect to the Earnest
Money Deposit. and perform such duties as set forth herein.
B. The Earnest Money Deposit shall be held in trust by Escrow Agent, in an
interest-bearing account separate and apart from all other funds of, or held by,
Escrow Agent.
C. Escrow Agent undertakes to perform only such duties as are expressly set
forth in this Agreement. Escrow Agent shall not be deemed to have any
implied duties or obligations under or related to this Agreement. Escrow
Agent is the law firm representing Seller. In the event of a dispute
between the parties, the parties consent to Escrow Agent continuing to
represent Seller, notwithstanding that Escrow Agent shall continue to
have the duties provided for in this Agreement.
D. Escrow Agent may (a) act in reliance upon any writing or instrument or
signature which it, in good faith, believes to be genuine; (b) assume the
validity and accuracy of any statement or assertion contained in such a
writing or instrument; and (c) assume that any person purporting to give
any writing, notice, advice or instructions in connection with the provisions
of this Agreement has been duly authorized to do so. Escrow Agent shall
not be liable in any manner for the sufficiency or correctness as to form,
manner of execution, or validity of any instrument deposited in escrow,
nor as to the identity, authority, or right of any person executing any
instrument; Escrow Agent's duties under this Agreement are and shall be
limited to those duties specifically provided in this Agreement.
E. The parties to this Agreement do and shall indemnify Escrow Agent and
hold it harmless from any and all claims, liabilities, losses, actions, suits or
proceedings at law or in equity, or other expenses, fees, or charges of any
character or nature, including attorneys' fees and costs, which it may incur
or with which it may be threatened by reason of its action as Escrow
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Agent' under this Agreement, except for such matters which are the result
of Escrow Agenfs gross negligence or willful malfeasance. Escrow Agent
shall be vested with a lien on all property deposited under this Agreement
for the purpose of such indemnification, and for any other expenses, fees
or charges of any character or nature, which may be incurred by Escrow
Agent in its capacity as escrow agent. Escrow Agent has and shall have
the right, regardless of any instructions, to hold the property deposited in
escrow until and unless said additional expenses, fees and charges shall
be fully paid.
F. If the parties (including Escrow Agent) shall be in disagreement about the
interpretation of this Agreement, or about their respective rights and
obligations, or about the propriety of any action contemplated by Escrow
Agent, Escrow Agent may, but shall not be required to, file an action in
interpleader to resolve the disagreement; upon filing such action, Escrow
Agent shall be released from all obligations under this Agreement.
Escrow Agent shall be indemnified for all costs and reasonable attorneys'
fees, including those for appellate matters and for paralegals and similar
persons, incurred in its capacity as escrow agent in connection with any
such interpleader action; Escrow Agent may represent itself in any such
interpleader action and charge its usual and customary legal fees for such
representation, and the court shall award such attorneys' fees, including
those for appellate matters and for paralegals and similar persons, to
Escrow Agent from the losing party. Escrow Agent shall be fully protected
in suspending all or part of its activities under this Agreement until a final
judgment in the interpleader action is received.
G. Escrow Agent may consult with counsel of its own choice, including
counsel within its own firm, and shall have full and complete authorization
and protection in accordance with the opinion of such counsel. Escrow
Agent shall otherwise not be liable for any mistakes of fact or errors of
judgment, or for any acts or omissions of any kind unless caused by its
gross negligence or willful misconduct.
H. Escrow Agent may resign upon fIVe (5) days' written notice to Seller and
Purchaser. If a successor escrow agent is not appointed jointly by Seller
and Purchaser within the five (5) day period, Escrow Agent may petition a
court of competent jurisdiction to name a successor.
I. The provisions of this section shall survive the Closing and also the
cancellation of this Agreement.
23. MISCELLANEOUS PROVISIONS:
A. All written notices and demands provided under this Agreement shall be hand
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delivered or sent via certified or registered mail, return receipt requested, or by
Federal Express or other air carrier service. All notices and demands shall be
deemed properly addressed if addressed as follows and if mailed. shall be
deemed given upon being deposited in the United States mail, postage prepaid:
To Seller:
To Buyer:
Alan J. Marcus. Esquire
20803 Biscayne Blvd.
Suite 301
Aventura, Florida 33180
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City Manager
(with a copy to the City Attorney at
the same address)
B. This Agreement supersedes and any all prior understandings and agreements
between Seller, its agents and representatives and Buyer. It is mutually
understood and agreed that this Agreement represents the entire understanding
between Buyer and Seller. No representations or inducements made prior to the
signing of this Agreement, which are not expressly included in this Agreement or
imposed by law, shall be of any force or effect.
C. Neither this Agreement nor a memorandum thereof shall be recorded in the
office of the Clerk in any Circuit Court of the State of Florida. or in any other
Public Records of the State of Florida. Any recording of same by Buyer shall be
considered a breach of this Agreement.
D. The acceptance of the deed by Buyer at the Closing of this transaction shall be
acknowledgment by Buyer of the full performance by Seller of all of its
agreements and responsibilities hereunder, and no performance of any
agreement, obligation, responsibility or representation of Seller shall survive the
closing of this transaction, except those specifically provided for by statute and
those specifically stated in this Agreement to survive the closing.
E. Time shall be of the essence with regard to perfonnance pursuant to this
Agreement.
F. Any disputes arising in connection with this Agreement shall be settled according
to Florida law and venue for any action in connection with this Agreement shall
be in Miami-Dade County. Florida.
G. No modification of this Agreement shall be valid unless in writing and signed by
both parties.
H. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one and
the same instrument which may be sufficiently evidenced by one such
counterpart.
I. Should any part, clause, provision or condition of this Agreement be held to be
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void. invalid or inoperative, the parties agree that such invalidity shall not affect
any other part, clause, provision or condition thereof, and that the remainder of
this Agreement shall be effective as though such void part. clause, provision, or
condition had not been contained herein.
J. In the event of any litigation arising from this Agreement the prevailing party shall
be entitled to recover attorney's fees and costs incurred therewith.
24. BROKERAGE: Seller and Buyer hereby acknowledge, represent and warrant to
each other that no broker or finder has been employed by either Seller or Buyer in
connection with the sale and purchase transaction contemplated in this Agreement.
Seller and Buyer each warrant to the other that no commissions are payable by Seller or
Buyer to any broker or finder in connection with this Agreement or the transaction
contemplated herein. and Seller and Buyer each agrees to indemnify, defend, save and
hold the other harmless from and against the payment of any further commissions or
fees or claims for commissions or fees by virtue of any acts or actions undertaken by
them, respectively; it being expressly agreed that the foregoing agreement of
indemnification shall expressly survive any closing or closings under this Agreement.
25. 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 person who
are exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from your county health unit.
26. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT. The Foreign Investment in
Real Property Tax Act (FIRPTA), IRe 1443, requires that every purchase of U.S. real
property must, unless an exemption applies, deduct and withhold from Seller's proceeds
ten percent (10%) of the gross sales price. The primary exceptions which might be
applicable are: (a) Seller provided Buyer with an affidavit under penalty of perjury, that
Seller is not a .foreign persons," as defined in FIRPTA, or (b) Seller provides Buyer with
a "qualifying statement, "as defined in FIRPTA. issued by the Internal Revenue Service.
Seller and Buyer agree to execute and deliver as appropriate, any instrument, affidavit
and statement, and to perform any acts reasonably necessary to carry out the
provisions of FIRPTA and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth below. (f\ I L '\ ,
SELLER: Executed by Seller on Jl1A.-1l-, 2001.
IS
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:~R: I~j~ ~ B~er on
NEISEN ~DIN. MAYOR
Ol!Ta.. U',2001.
~rROYEDMlO
FQRM&LANGUAGE
a FOR EXECUTION
~~;;r-~
ESCROW AGENT: Executed by Escrow Agent on ~, 2001.
M1 ~UAM r
ALAN J. MARCUS
ESCROW AGENT
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Gazlt Meridian Legal Descriptions
Exhibit A
Parcell
Folio 02-3234-007-0410
Lot 1 and the South ~ of Lot 2, Block 22, AMENDED PLAT OF GOLF COURSE
SUBDIVISION OF ALTON BEACH REAL TV COMPANY, according to the Plat thereof,
as recorded in Plat Book 6. at Page 26, of the Public Records of Miami Dade County,
Florida and the thirty foot (30') Bridal Path adjacent thereof.
And
Parcel II
Folio 02-3234-007-0420
Lot 3 and the North ~ of Lot 2, Block 22, AMENDED PLAT OF GOLF COURSE
SUBDIVISION OF ALTON BEACH REAL TV COMPANY, according to the Plat thereof,
as recorded in Plat Book 6, at Page 26, of the Public Records of Miami Dade County,
Florida and the thirty foot (30') Bridal Path adjacent thereof.
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01/24/02 .09:21 FAX 3056654921
IaJ 002
QUINLIVAN APPRAISAL
A PnOFESS1:0NAJ. AssOCL\::rxOJl'
RBAL ESTATE APPllAXSERS Be CONSULTANTS
5730 S.W. 74TH STREET. SlJl.TE 300
SoUTH MxA..'IX, Fr.oRIDA 33143
J. MAaK QUINLXVAN, MAl
Sr"'TE-c~ GJuran.u. ArPJLUSBJl8
HZ 0000112
1"ELBPB:ONE (305) 603-0611
FAX (305) 665-4921
THO~lAS F. MAoENJDmIBJI, MAI
STA'1'2-CJUlT%PIllD GJ!l9lDL\L APPa.usBIlS
HZ 00006~
January 24, 2002
Debora J. Turner, First Assistant City Attorney
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beac~ Florida 33139
. Dear Ms. Turner:
In accordance with your request and authorization, I have prepared this Letter Update Appraisal
covering the following described property:
Equity One Building located at 1701 Meridian
Avenue, Miami Beach, Florida.
The purpose of this Letter Update Appraisal is to estimate the Market Value of the Leased Fee
Interest of the described property as of January 23,2002, being the date of most recent inspection.
The original report, as referenced by our file number 01-173, had a valuation date of October 8,
2001. This Letter Update is not intended to be a stand-alone document and incorporates by reference
the original report and should only be used in conjunction with said original report. The original
report should be referred to for a description and identification of the property; defmitions of value
and property interest appraised, pertinent facts about the area and the. subject property; comparable
data and the results of the investigations and analyses undertaken; as well as the assumptions and
limiting conditions set forth in the valuation of the subject property.
The scope oft~s assignment entailed an updated income analysis and a sales search of the subject
market area for any new comparable land and building sales which would be pertinent to tbe
valuation of the subject property, as well as a review of the previously submitted appraisal report and
reinspection of the subject property and surrounding neighborhood to ascertain any conditions which
would alter the appraisal problem, applicable approaches to value, the description of improvements
or the highest and best use of the subject property.
01/2~/02 ~9:21 FAX 3056654921
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@J 003
Debora J. Turner, First Assistant City Attorney
City of Miami Beach
January 24, 2002
Page 2
An investigation and inspection ofthe subject property revealed no changes in ownership or physical
condition of the building improvements. After a review of the subject neighborhood. current market
conditions and the original appraisal. the appraisal problem, approaches to value and highest and best
use analysis in the original report are still applicable.
From an extensive sale search in the area for both commercial land and office building sales, no new
sales considered comparable the subject property were located.
Related to the rental income from the subject property, the appraiser has reviewed a rent roll dated
January 8, 2002. A copy of the rent roll is attached. The rent roll indicates the following current
income and occupancy.
Anticipated Monthly Rental Income
CAM
$ 28,859.40
$ 14.977.48
Total Monthly Income
$ 43,836.88
x 12 Months
Total Annual Income
$526,042.56
Total Rentable Area
28,780 Square Feet
Occupied Area
22,189 Square Feet
Vacant
1 st Floor - Retail
2nd Floor - Offices
1,350 Square Feet
5,242 Square Feet
VacartcY Rate
22.9%
The total monthly income as of the date of the previous appraisal (October 8. 2001) was $45,469.25.
There has been a slight decline in income and a decrease in the occupancy rate since the previous
appraisal. The occupancy rate has decreased from 82% to 77.1 %. While the occupancy rate has
decreased slightly in the subject building over this time period, the building owner has indicated that
he has not intentionally leased space, especially the ground floor retail space, since the City of Miami
Beach was interested in acquiring the building and eventually occupying space in the building.
01124/02 .09:22 FAX 3056654921
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~004
Debora J. Turner, Fint Assistant City Attorney
City of Miami Beach
January 24, 2002
Page 3
According the RealData Information Services. the office vacancy rate in Miami Beach as of year end
2001. was approximately 22% - slightly higher in older buildings. The increase in vacancy rate has
been due to the collapse of the tech companies. the events of September 11.2001 and its aftermath
and the contraction of entertainment companies on South Beach. Vacancy rates are expected to
continue to rise as new office buildings become completed. However, the rental rates in new
buildings will be considerably higher. making Class C buildings as the subject building more
affordable.
On the positive side, interest rates are at their lowest level in two decades creating higher cash flows.
Based on the above data, it is my opinion that there has been no significant change in value from the
previous appraisal report. Accordingly, it is my opinion that., as of January 23, 2002, the subject
property has a Market Value as follows:
OFFICE BUILDING
PARKING LOT
TOTAL
$3,850,000
52.200.000
S6,050,000
Respectfully submitted,
JMQ/vw
(OJ-173U)
01/24/02 D9:22 FAX 3056654921
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IaI ODS
CERTIFICATION OF VALUE
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: .' ::::;:.~~::,~;.~.::;:;.~:~;];;;~~:;~;~....,:~~~...~:~:..~~~..t..t~~: :::;...~.'." -. >.-. p-. ';:~.":..~~)i}~~~J[~~:~~~[~.'Jl;~~~~:f:~~~J;~~i;:~:
The undersigned hereby certifies that, to the best of my knowledge and belief:
(A) The statements offact contained in the report are true and correct.
(B) The reported analyses, opinions and conclusions are limited only by the
assumptions and limiting conditions set forth, and are my personal, unbiased
professional analyses, opinions and conclusions.
(c) I have no present or prospective interest in the property that is the subject of
this report, and I have no personal interest or bias with respect to the parties
involved.
(0) I have no bias with respect to the property that is the subject of this report
or to the parties involved with this assignment.
(E) My engagement in this assignment was not contingent upon developing or
reporting predetermined results.
(F) The appraisers compensation for completing this assignment is not
contingent upon the reporting of a predetermined value or direction in value
that favors the cause of the client, the amount of the value estimate, the
attainment of a stipulated result, or the occurrence of a subsequent event
directly related to the intended use of this appraisal. Furthennore, the
appraisal assignment was not based on a requested minimum valuation, a
specific valuation or the approval of a loan.
( G) The appraiser's analyses, opinions and conclusions were developed, and this
report has been prepared, in conformity with the Uniform Standards of
Professional Appraisal Practice, and the requirements of the State of Florida
for state-certified appraisers.
(H) Use of this report is subject to the requirements of the State of Florida
relating to review by the Real Estate Appraisal Subcommittee of the Florida
Real Estate Commission.
(I) J. Mark Quinlivan has made a personal inspection of the property that is the
subject of this report.
(1) No one provided significant professional assistance to the person signing
this report.
QUINLIVAN APPRAISAL
1
01/~4/02 '09:23 FAX 3056654921
~006
(K) The reported analyses, opinions, and conclusions were developed, and this
report has been prepared, in confonnity with the requirements of the Code
of Professional Ethics and the Standards of Professional Appraisal Practice
of the Appraisal Institute.
(L) The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.
As of the date of this report, J. Mark Quinlivan has completed the requirements under the continuing
education program for The Appraisal Institute.
Based on the inspection of the property and the investigation and analyses undertaken, subjectto the
assumptions and limiting conditions set forth in the Addendum of this report, I have formed .the
opinion, as of January 23,2002, the subject property has a Market Value of:
OFFICE BUILDING
PARKING LOT
TOTAL
$3,850,000
$2.200.000
$6,050,000
QUINLIVAN APPRAISAL
2
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Information
Property
East Side of Meridian Avenue
. 1701 Office Building
(75x234)
Meridian Ave. -
Lot Size 17,550 s.f.
36,502 s.f.
.
28,780 s.f.
6,592 s.f
22.90/0
$1,054,000
$27,049.85
Building Size
Rentable Space
Currently Vacant
Vacancy Rate
Assessed Value
Taxes
.
.
.
.
.
.
.
Information
mm
Property
East Side of Meridian Avenue
. 1721 Meridian Ave. - Vacant Land
.
(75x234)
17,550 s.f.
$1,053,000
$27,024.20
40 parking spaces
Lot Size
Assessed Value
Taxes
.
.
.
.
Property Condition
~>M>~';P
)ot 8,267 sf roof area
1 ,057 sf contains m ois tu re
$2;5,000 repair.estim ate
survey perform ed by Trem co Incorp. 11/06/01
moisture survey perform ed by RT-A rcon nc 11/05/01
Asbestos abated in large part
no friable asbestos noted
HVAC good condition
ADA minor im provem ents needed
Structural 40 yr recertification reviewed
,
Square 2001 Lease Expiration
Tenant Base 2001 CAM
Suite # Footage Expiration w/Options
Rent/psf per sf
Steve's Beauty Salon 1 1,400 $22.29 $6.60 7/1/06 7/1/11
Vidal Tan Salon 2 1,700 $21.67 $6.56 4/14/04 4/14/09
Roma Waxing 3 1,350 $20.68 $6.50 11/30/02
Vacant 3a 1,350
EDAW 200 886 $16.06 $10.57 6/30/04 6/30/06
Vacant 201 3,214
RT Travel 202 872 $13.13 $10.38 6/30/04 6/30/08
Vacant 203-4 2,028
Gambro 300 6,700 $9.59 $10.14 12/31/05 12/31/10
Raben 400 2,950 $20.42 $0.00 2/28/04 2/27/09
Hospice Foundation 401 1,440 $9.58 $8.94 7/31/02 7/31/06
South Beach Medical 402-403 2,090 $12.00 $10.30 9/30/02 9/30/05
Playground Maps PH 2,800 $21.36 $10.90 8/31/05 8/31/10
Total 28,780
Tenant Information
Cum ulatlve
Vacancies
Cum ulatlve
Vacancies
Cum ulative %
Va ca nt
w/options
exe rcised
Cum ulative
% Vacant
wIno options
exercised
23%
28%
28%
28%
35%
46%
46%
46%
62%
95%
100%
6,592
7,942
7,942
7,942
10,032
13,230
13,230
13,230
17,880
27,380
28,780
23%
40%
40%
62%
95%
100%
6,592
11,472
11,472
17,880
27,380
28,780
Leases
e x piring
Current
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
nated
term
n 2004 can be
the 2nd floor expiring
ice and aggregate paym ent of $30,000.
easable space on
*1,758 sq. ft. of
with 60..day not
$80,830
67,280
27,645
23,530
14,470
6,245
$220,000
Gazit Bldg.
Operating Expenses
.~':;:;~~X1;;:::!!:::"
Util itie s
Taxes
Contract Service Maintenance Agrmts
(fire,elevator,a/c,security,waste mgt., ndsg, etc.)
Maintenance Staff
Insurance
Misc. repairs and supplies
.
.
City of Miami Beach
~-t:m
Current and Future Space
Requirements
City Administrative Office Space
Available
sq footage
Occupied
sq foota ge
Useable
sq foota ge
Users
Current
3.885
-
6,000
16.262
67,000
3,600
147
67,000
9.600
20
rs)
6370 sij
(Information Technology wI
(CAC, ACE, Union
Arts/Cultura with 6.000+1-
Affa
Interna
IT Training
Credit
Groups
(Parking
Current City
Adm inistrative Office Space:
Old City Hall
1130 W ashington Avenue
Police (Information Technology)
1100 W ashington Avenue
555 17th Street
sij
City Hal
1700 Convention
67,869
67.869
rive
o
Center
& Recreation
Avenue
-
9.885
5,000
159,731
10,218
149,513
& office facilities.
Parks
2111
Total
5,000
169.616
Washington
Less: Private & County uses.
Total City Occupied Office Space
eased
County court
.
.
for
eased out to private users and 7,048
170 sf
ncludes 3
.Occupled sf
City Administrative Office Space
Increm enta I
Current Needs: Future Needs: To ta I
CIP Office 5,000 2,000
Inform ation Technology 1,565 4,700
Human Resources 2,000
Building & Planning 3,000
Neighborhood Services 2,000 2,000
Economic Development 2,000
Grants M anagem ent 1,000
Finance/Licens ing 1,-000 1,000
Pension Offices 3,000
County/State Offices 1,400
Police 2,500
Parking 2,300 2,200
Total 19,865 18,800 38,665
Office Space Needs: 19,865 18,800 38,665
To be met at: A vail. sf 9,885 9,885
Gazit 6,592 22,188 28,780
S h 0 rtfa II (Ex ce 55) 3,388 (3,388) 0
- . · ""r-'''''ttJ'-'-'I '-' ~'-' I ~ '-I\" '-1'-1'-1 \. I-I'--IIUIUII
Yf,s. ~lm'fIii!!(;@@i"AW,':'m,'i,>;~:':;:,:,:'i::';-;;::: _A'
Vacancy*
(with no Vacancy. (if
Leases options % options %
expiring: exersized) Proposed City Office Users Vacant exercised) Vacant Proposed City Office Users
Current 6,592 CIP Office/Credit Union 23% 6,592 23% CIP Office/Credit Union
2002 4,880 Pension Offices, Parkina 17% 1,350 5% Pension Offices
2003
2004 6,408 CIP, Parkina/Pension/Police 22%
2005 9,500 Inform ation Technoloav/Police 33% 2,090 7% ParkinQ/Police
2006 1,400 County/State Offices 5% 2,326 8% ParkinQ/CIP Office
2007
2008 872 3% C IP Office
2009 4,650 16% Pension/P arkina/Police
2010 9,500 33% Inform ation Technoloav/Police
2011 1,400 5% County/State Offices
2012
2013
2014
Total 28,780 100% 28,780
Meridian
Proposed Users at Gazit
and 555 B dg
555 17th St.
s.f. Proposed User
1,620 Economic Development
4,380 Human Resources
6,000
GAZlT
Su ite s.f. Proposed User
1 1,400 County/State Offices
2 1,700 UncI & Gen Pension
3 1,350 Police & Fire Pension
3a 1,350 . Credit Union
200 886 CIP Office
201 3,214 CIP Office
202 872 CIP Office
203-4 2,028 CIP Office
300 6,700 Information Technology
400 2,950 Parking
401 1,440 Parking
402-403 2,090 Parking
PH 2,800 Police
28,780
34,780
Prog. Space:
Total
Appraised Value
-
. Appraised by J. Mark Quinlivan 10/08/2001
. Office Building $3,850,000
. Parking Lot 2,200,000
. Total $6,050,000
. Updated Appraisal 10/17/2001
(post 9/11) reflected no change in value
Appraised Value vs. Negotiated
Settlement and Financing Plan
Negotiated Settlement Funding Source
Office Building $3,850,000 Loan from Parking Fund
to General Fund
Parking Lot 2,200,000 Parking Fund
Settlement Costs: 450,000 City Center RDA
Total $6,500,000
Financing Plan
Loan repayment terms
. General Fund will repay Parking Fund
$3,850,000 from Net Operating Income
from Building
Amortized over 9 years
.
Interest rate assumed at 30/0 but will be
set annually to match the City's interest
rate of retu rn
.
.
9 Year Pro-forma
-
1701 & 1721 Meridian Avenue
YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9
Office Buildina
Gross Revenue $ 648,617 645,920 697,995 705,070 715,821 794,801 822,952 835,417 861,016
Less ooeratina exoenses $(220,000) (226,600l (233,3981 (240,400) (247,612) (255,040) (262,692) (270,572\ (278.689\
Net operating Income $ 428,617 $ 419,320 $ 464,597 $ 464,670 $ 468,209 $ 539,761 $ 560,260 $ 564,845 $ 582,327
Less Debt Service P & I $(428,617) $(419,320) $(464,597) $(464,670) $(468,209) $(539,761 ) ${560,260l $(564,845) $(578,320)
NET CASH FLOW $ - $ - $ - $ - $ - $ - $ - $ - $ 4,007
Cost of Gazit Building
$3,850,000
639,000
$4,489,000
Principal
Interest
620/0
38%
Existing Tenants $2,763,000
City 1,726,000
Lease Comparison
Buy vs.
· If the City had to rent the additional space
needed over a 9 year period it would
conservatively cost $2.8million
Cash flow savings of approx. $1.1 million over
9 yr acquisition period.
City gains a fixed asset appraised at $3.85
Million (01) with 28,780 sf of useable space.
.
.
Benefits of Acquisition
- -=M""~"1<Ng~"'~~;~::,7:_,'_:;';;"',-:~"""""",,,_,,--,
· Secures final lot on City controlled block
· City gains an asset instead of paying ongoing
rent for additional office space
. Gradual transition to City Office Use
. Tenants provide sufficient revenues to cover
acquisition and operating cost
Benefits of Acquisition
Property tax will continue to be assessed and
collected (until the facility is City occupied).
.
..
Efficiency gain through co-location of City
ad m i n istrative fu nctions
Settlement of
Ongoing Litigation
.
.
Community Support
. The Budget Advisory and the Parking
and Transportation Committees have
reviewed this plan and have indicated
their support for the acquisition of this
building.
01/16/2882 13:29
\ .
3858654175
~lEDC
p~Ge 82 .
II'
.
II
'..
-
- ..-..-..::
-
NORTH BEACH
DEVELOPMENT
CORPORATION
OF MIAMI BEAQf INC.
/
NORTH BEACH DEVELOPMENT CORPORATION
Resolution of the Board of Directors
Passed unanimously on January 15, 2002
The Board of Directors of the North Beach Development Corporation strongly supports the City
Administration and City Commission in their plans to pmchase the Equity One property located
at 1701/1721 Meridian Avenue. This parcel is in a strategic location to provide more space that
is key to the efficient operations of the departments in City Hall.
.
Signed,
1
300 71ST. STREET
SUI T E ~02
M I A M I BEACH
F LOR IDA 33141
TEL: (305) 865.4141
FAX: (305) 865.4175
Building and Sustaining Community -- Unique, Vibrant, Diverse
June 1,2000
Mr. Jorge Gonzalez
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FI33139
/
Dear Mr. Gonzalez;
On behalf of Miami Beach Community Development Corporation (MBCDC), We
strongly support the City of Miami Beach purchasing the Equity One Building
located next door the City Hall.
Sincerely,
t
Roberto Datorre
JO Asmundsson
Jeff Donnelly
Michael Kinerk
Linda Polansky
Claire and Don Tomlin
Ada L1erandi
Colleen Martin
David Sine
Daniel Weiss
Don Worth
Randall Robinson
Sincerely,
MIAMI BEACH COMMUNITY DEVELOPMENT CORPORATION
945 Pennsylvania Ave. . Miami Oeach, Rorida 33130 . Phone 305538-0090 · Fax 305538-2863
MAR-06-2002 14:46
CITY ATTORNEY MIAMI BEACH
305 673 7002 P.02/04
1
,
GAZIT (MERIDIAN), INC.,
a Florida corporation,
IN THE CIRCUIT COURT OF
THE ELEVENTH JUDICIAL
CIRCUIT, IN AND FOR MIAMI-
DADE COUNTY, FLORIDA
GENERAL JURISDICTION DMSION
CASE NO. 00-30164 CA 24
Plaintiff,
vs.
CITY OF MIAMI BEACH, a Florida
municipal corporation,
Defendant
I
SETTLSMENT AGREEMENT AND VOLUNTARY DISMISSAL
The Plaintiff' GAZIT (Meridian). Inc.("GAZIT"), and the Defendant CITY of MIAMI
BEACH (DCITY") and the respective counsel for the parties hereby stipulate and agree that they have
amicably settled the above captioned action and all causes of action arising therefrom or relating
thereto and agree to a voluntary dismissal oftbis cause pursuantto Rule 1.420(a)(1), Fla.R.Civ.P.
with prejudice and state as follows:
PlaintiffGAZIT and Defendant CITY bave entered into an Agrecmentfor Purchase and Sale
..
for the property which is the subject matter of this action; each of the parties have met their
respective obligations and conditions as set forth in the Agreement for Purchase and Sale. Closing
will take place on February 1 t 2002. A copy of the Agreement for Purchase and Sale is attached and
made part hcreofby reference.
The CITY and GAZIT have agreed that. in addition to the acquisition of the subject property,
the total compensation of 56,500,000.00 to be paid to Plaintiff GAZIT also includes the full and
MAR-06-2002 14:47
CITY ATTORNEY MIAMI BEACH
305 673 7002 P.03/04
CASE NO. 00-30164CA24
complete compensation for an costs, expenses, including attorneys fees, in the above styled cause
and in the proceedings on the Petition for Writ of Certiorari. including appraisals. Upon the
execution by all parties of this Settlement Agreement and upon the closing of the sale. GAZIT
releases and discharges the CITY from all claims, demands. agreements, obligations, dues, debts,
rights or causes of action, however arising, existing at any time up to and including the date of this
Settlement Agreement and Voluntary Dismissal. Further the CITYrele8:Ses and discharges GAZIT
for all claims, demands, agreements, obligations, dues, debts, rights or causes of action, however
arising, only with respect to the property which is the subject matter oftbis action, with the exception
of any obligations, claims, agreements. dues, debts, or causes of action that specifically arise from
the Agreement for Purchase and Sale of the subject property.
I
I
II
II
II
:\
il
II
The acquisition of the subject property has mooted all issues in the above cause. This
settlement does not affect the validity of the City's affirmative defenses. The parties acknowledge
that there has been no determination in this cause of the constitutionality of the Harris Act, nor the
issue of the ripeness and timeliness ofPlaintitrs claim, nor the existence of any inordinate burden,
nor a determination of the applicability of sovereign immunity. Further, the parties agree that they
will jointly move the Court in this cause to request that any orders pretiously entered in this cause
be vacated with the exception of the order approving the Settlement Agreement and the dismissal of
this cause With prejudice.
Plaintiff' GAZIT and its counsel together with the CITY shall jointly file this Settlement
Agreement pursuant to Rule 1.420( a)(B) and such action shall constitute a voluntary dismissal of the
complaint and the action in the above styled cause with. prejudice.
2
"
MAR-06-2002 14:48
CITY ATTORNEY MIAMI BEACH
305 673 7002 P.04/04
. .
CASE NO. 00-30164 CA 24
Both parties agrees that they will execute all documents necessary to effectuate the terms and
conditions of this Settlement Agreement. Each partywiU bear its own costs and fees other than as
GAZIT
City of Miami Beach
By:
David Dermer, Mayor
Attest:
Counsel for Gazit (Meridian), Inc.
By:
Robert Parcher
City Clerk
Alan T. Dimond. Esq.
(SEAL)
Murray H. Dubbin, Esq.
City of Miami Beach City Attomey
Dawn Beighey Georgiades. Esq.
Clifford A. Schulman, Esq.
~~,Wl'O
3
TOTAL P. 134
, .
. .
.
't
GAZrr (Mcrictian). Jne.
By.~lA.re~~
Counsel for Gazit (Meridian), Inc.
~i ,,~--: ~
Alan . Dimond, Esq.
Clifford A SeJl1dman. Esq.
c:,""T~""
~e
By; · K_'wh
Robert PatOher
City Clerk
(SBAL)
Murray H. Dobbin, EIq.
City of,MiaJni b City Attorney
(1
TOTA.. P. 04
CllY OF MIAMI BEACH
COM1llISSION ITEM SUMMARY
~
Condensed Title:
A Resolution authorizing execution of a Settlement Agreement between Gazit Meridian Inc. v. City of Miami
Beach and appropriating $5,745,000 from the Parking Enterprise Fund balance, representing the balance
of the Purchase Price required pursuant to the Contract for Sale and Purchase between Gazit Meridian,
Inc. and the City of Miami Beach for the Acquisition of the property located at 1701 and 1721 Meridian
Avenue; appropriating $90,000 from the Parking Enterprise Fund balance for associated closing costs;
appropriating $50,000 from the General Fund Operating Contingency to perform the necessary repairs
required at the building upon acquisition; further appropriating $70,000 from account # 370-8000-361130
to purchase a remote telephone shelf, computer server, and the wiring necessary to effectuate the capital
improvement office relocation to the building; further appropriating $150,000 from the General Fund
Operating Contingency for operating costs to operate and maintain the building for the remainder of
FY2002; and further authorizing the City to extend the existing Maintenance and Service Agreements for
the balance of FY2002.
Issue:
Should the City purchase the Equity One Building and enter into a Settlement Agreement relative to the
Gazit Meridian, Inc. vs. the City of Miami Beach lawsuit.
Item Summary/Recommendation:
I Adopt the Resolution.
Adviso Board Recommendation:
Budget Advisory Committee: December 11, 2001 and January 8, 2002 - motion in support.
Trans ortation & Parkin Committee: Janua 7, 2002 - motion in su ort.
Financiallnfonnation:
Amount to be expended:
Finance Dept.
$5,745,000
$90,000
$50,000
$70,000
$150,000
$6,105,000
Parking Enterprise Fund
Parking Enterprise Fund
General Fund Operating Contingency
370-8000-361130
General Fund Operating Contingency
Source of
Funds:
~
T:\AGENDA\2002\JAN3002IREGULARIGazitCity,SUM,doc
AGENDAITEM R7 E
DATE 1-3o-o~
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www.ci.miami-beach.f1.us
To:
From:
Subject:
COMMISSION MEMORANDUM
Mayor David Dermer and Date: January 30, 2002
Members of the City Commission
Jorge M. Gonzalez 0 .A~
City Manager () t'v 0
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A
SETTLEMENT AGREEMENT BETWEEN GAZIT MERIDIAN INC. AND THE CITY OF
MIAMI BEACH WHICH PROVIDES FOR THE DISMISSAL WITH PREJUDICE OF
LITIGATION STYLED GAZIT (MERIDIAN) INC. v. CITY OF MIAMI BEACH, 11 TH JUDICIAL
CIRCUIT COURT CASE NO. 00-30164 CA 24, AND FURTHER AUTHORIZING THE
MAYOR, CITY CLERK AND ALL NECESSARY CITY PERSONNEL TO EXECUTE SUCH
OTHER DOCUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF
THIS RESOLUTION; FURTHER APPROPRIATING $5,745,000 FROM THE PARKING
ENTERPRISE FUND BALANCE, REPRESENTING THE BALANCE OF THE PURCHASE
PRICE REQUIRED PURSUANT TO THE CONTRACT FOR SALE AND PURCHASE
BETWEEN GAZIT MERIDIAN, INC. AND THE CITY OF MIAMI BEACH FOR THE
ACQUISITION OF THE PROPERTY LOCATED AT 1701 AND 1721 MERIDIAN AVENUE;
APPROPRIATING $90,000 FROM THE PARKING ENTERPRISE FUND BALANCE FOR
ASSOCIATED CLOSING COSTS; APPROPRIATING $50,000 FROM THE GENERAL
FUND OPERATING CONTINGENCY TO PERFORM THE NECESSARY REPAIRS
REQUIRED AT THE BUILDING UPON ACQUISITION; FURTHER APPROPRIATING
$70,000 FROM ACCOUNT # 370-8000-361130 TO PURCHASE A REMOTE TELEPHONE
SHELF, COMPUTER SERVER, AND THE WIRING NECESSARY TO EFFECTUATE THE
CAPITAL IMPROVEMENT OFFICE RELOCATION TO THE BUILDING; FURTHER
APPROPRIATING $150,000 FROM THE GENERAL FUND OPERATING CONTINGENCY
FOR OPERATING COSTS TO OPERATE AND MAINTAIN THE BUILDING FOR THE
REMAINDER OF FY2002; AND FURTHER AUTHORIZING THE CITY TO EXTEND THE
EXISTING MAINTENANCE AND SERVICE AGREEMENTS FOR THE BALANCE OF
FY2002.
RECOMMENDATION
Adopt the Resolution
ANALYSIS
On September 20, 2001, an executive session was held to discuss settlement options
regarding the Gazit Meridian Inc. (the "Developer") vs. the City of Miami Beach lawsuit and
the potential sale of the Gazit Meridian Building located at 1701 and 1721 Meridian Avenue
alkla "777 17th Street/Equity One Building". In accordance with direction received at the
executive session, staff performed due diligence relative to the building acquisition and
negotiated a Settlement Agreement. On October 17, 2001, the results of the
Administration's due diligence together with a negotiated Purchase and Sale Agreement
for the purchase of the property and parking lot were approved by the Mayor and City
Commission pursuant to Resolution No. 2001-24661. Together with said approval, the City
appropriated $350,000 for the deposit and due diligence expenses.
January 3D, 2002
City Commission Memorandum
777-17"' StreetlEquity One Building
Page 20'6
On November 28, 2001, another Executive Session was held. An extension of the closing
date was requested at City Commission direction to allow for public comment and a
publicly noticed educational workshop. As such, the closing date was extended to
February 1, 2002 and the Termination after Inspection Period was extended to January 31 ,
2002.
As part of the City's due diligence, an appraisal was ordered and prepared by J. Mark
Quinlivan as of October 8, 2001, valuing the property as follows:
. Office Building
. Parking Lot
Total
$3,850,000
$2,200,000
$6,050,000
On October 17, 2001, the Mayor and City Commission asked the Administration to request
an update to the appraisal report to reflect any adjustment to the building value as a result
of the September 11, 2001 terrorist attacks. Said update letter is attached and reflects no
change in value estimate.
At the public workshop held on January 10, 2002, the Mayor and City Commission
requested a further update to the October 8, 2001 appraisal report as a result of the impact
of September 11, 2001 and incorporated current office vacancy factors. On January 24,
2002, Quinlivan provided an updated value of $6,050,000, again reflecting no change in
value.
The Settlement/Purchase and Sale Contract Provisions substantially include the following:
Purchase Price:
Inspection Period:
Termination after Inspection Period:
Closing:
Condition Precedent:
(Settlement Costs)
BACKGROUND
$6.05 million
Expires November 30,2001
Agreement may be terminated between
December 1, 2001 - December 20, 2001
upon payment of $15,000 (extended to
January 31,2002).
Closing shall take place on or before
December 21,2001 (extended to February 1,
2002).
Execution by Seller of a Settlement Agreement
dismissing the outstanding lawsuit and
provides for payment of an additional
$450,000 from Buyer to Seller for legal costs
and expenses associated with the lawsuit.
January 30, 2002
City Commission Memorandum
777-11h Street/Equity One Building
Page 3 of 6
On September 23, 1998, the Mayor and City Commission requested that the Administration
provide a comprehensive report on City-owned property and capital expended to lease
property from the private sector. On November 18, 1998 this matter was referred to the
Finance and Citywide Projects Committee. On December 22, 1998 the Committee
discussed the matter and recommended that the City seek altemative sites for the cultural
organizations and other not-for-profit groups which leased space from the City.
On March 17, 1999, the Administration ~roposed a Relocation Plan that contemplated the
transfer of City offices to the 555-17 Street and Historic City Hall. In accordance
therewith, and as a result of the City's acquisition of the Byron-Carlyle, the Cultural users
at 555-1 ih Street were relocated to the Byron-Carlyle and the City appropriated funding
to renovate the 555-1 ih Street building for its own use.
At this time, if the proposed acquisition of the Equity One Building is consummated, . the
City's office of Asset Management, Economic Development Division, Redevelopment
Agency, Human Resources, Labor Relations, Risk Management can be relocated to 555-
17th Street. If the Equity One Building is not acquired, then the aforementioned users may
not all be accommodated at the 555-1ih Street due to increased space requirements of
the City offices and the need to retain the Credit Union at its present location. If the Equity
One Street Building is acquired, it is proposed that the Credit Union be relocated to the
vacant retail space at the eastern end of the building.
As part of the $515,890 appropriation for the 55517th Street building approved on July 18,
2001 pursuant to Resolution 2001-24504, funding was allocated for interior improvements
including roof replacement and telecommunications/data wiring. The most recent bid for
roof and HV AC replacement came in $25,000 under estimated improvement cost. The
Administration deems that aggregate funding appropriated for the 555-17th Street and the
funding proposed in this resolution for improvements, combined, will be sufficient to
effectuate the City office improvements at both the 555 and 777 17th Street buildings.
Prooertv Condition:
During its due diligence of the 777 1 ih Street building, the City procured an independent
roof and an asbestos survey. The HV AC system was also inspected and ADA compliance
was reviewed by Property Management. A summary of the results of these surveys is
attached and reflect the following:
. Of the 8,267 sf "roof' area, the area with moisture content represents only 1,052 sf of
the total area. Being unable to determine if the moisture content is as a result of a
failure of the roofs, HV AC or poor maintenance/warranty overview, it is estimated that
$25,000 will need to be allocated to replace the moisture damaged roofs and
insulations and for routine maintenance and repairs.
. Small amounts of asbestos exist in the building. Abatement of asbestos is estimated
to cost $9,582. Property Management does not recommend said abatement be
performed at this time. Abatement will occur concurrent with future interior
January 30, 2002
City Commission Memorandum
777-17h Street/Equity One Building
Page 4 0(6
improvements.
. HVAC equipment was found to be in reasonably fair condition.
. Minor ADA improvements will be necessitated estimated not to exceed $25,000.
. Telecommunications/data wiring needs at the 777 17th Street building are estimated at
$70,000 and include a remote telephone shelf and computer server that will
accommodate additional future City uses as they transition into the building.
Parkina Lot
The proposed acquisition of the property located at 1721 Meridian will continue to be
utilized as a surface parking lot and currently contains approximately 40 spaces. This lot
will be managed by the City's parking system.
While private tenants in the building may be relocated to the 17th Street garage, some
specific tenant needs will continue to be accommodated on a monthly permit basis at the
surface lot.
Public Workshop Presentation:
Attached to this memorandum is the presentation presented at the public workshop held
on January 10, 2002 containing pertinent property information, the property condition,
tenant information and lease expirations, and estimated building operating expenses. The
presentation also reflected the current and future City administrative office space
requirements and the proposed users at the property and other City facilities.
Favorable public comment was received during the workshop and, to date, no significant
adverse public comment has been received.
The presentation outlined the Appraised Value vs. the Negotiated Settlement and
Financing Plan which is as follows:
Neaotiated Settlement
Office Building $3,850,000
Parking Lot $2,200,000
Settlement Costs $450.000
$6,500,000
Fundina Source
Loan from Parking Enterprise Fund to General Fund
Parking Enterprise Fund
City Center RDA
Benefits of Acauisition
In addition to the advantages of settling ongoing litigation, the acquisition of the Equity One
Building will allow the City to address its ongoing needs for administrative office expansion
on a graduated basis.
During the presentation at the public workshop on January 10, 2002, several benefits of
acquisition were articulated as follows:
.
January 30, 2002
City Commission Memorandum
777-17h Street/Equity One Building
Page 50f6
/
. Secures final lot of City controlled block.
. City gains an asset instead of paying ongoing rent for additional office space.
. Allows gradual transition to City Office use.
. Tenant revenue provides sufficient coverage to amortize approximately 2/3 of
acquisition cost and ongoing operating costs.
. Property tax will continue to be assessed and collected (until the facility is City
occupied)
. Efficiency gain through co-location of City Administration functions.
Committee and Community Support
To-date presentations to City committees and community boards expressing their support
of the proposed acquisition have occurred as follows:
. The Budget Advisory Committee (BAC) met on December 11, 2001 and January 8,
2002 and expressed their support of the building acquisition.
. The Transportation and Parking Committee met on January 7, 2002 and expressed
their support of the building acquisition.
. MBCDC Board submitted the attached correspondence expressing their support of the
building acquisition.
. NBDC Board adopted the attached Resolution on January 15, 2002, strongly supporting
the City's proposed building acquisition.
. On January 29, 2002, the Business Resolution Task Force will meet and review the
proposed building acquisition plan.
CONCLUSION
As is evidenced in the background section of this memorandum, since 1998, the City has
continually been striving to minimize the costs related to the leasing of privately owned
property to house City Departments and to locate affected Departments in city-owned
facilities. As the attached presentation reflects, the City has the opportunity to acquire an
asset which is attractive from a variety of perspectives and satisfy pressing administrative
space requirements necessary to effectively and efficiently operate. Moreover, the
attached operating pro-forma reflects that the cost of the asset will be fully amortized within
the 9 year timeframe, based on the current leases and assuming extensions are exercised
(exclusive of tenant improvement requirements). The alternative available to the City is to
rent additional space over the same 9 year period which would conservatively cost $2.8
million, representing a $1.1 million additional cost to the City when compared to the option
of purchasing the subject property.
~
10
,
..
January 30, 2002
City Commission Memorandum
777-1th Street/Equity One Building
Page 60'6
Understandably, the City Commission's concern over public perception in expending tax
payer dollars for the proposed acquisition is mitigated by virtue of the income stream that
will be generated by the private tenants currently on site that will cover 62% of the
acquisition cost and the expressed desire by many to renew their existing and soon to
expire leases which may result in greater savings to the City. Additionally, the City will be
acquiring an existing fixed asset rather than constructing a new asset that may be plagued
with cost overruns and time delays. AII-in-all, said acquisition is sound both from a fiscal
and operational perspective.
If the Mayor and City Commission do not desire to proceed with the Settlement/Purchase
and Sale Contract, it will be necessary to direct the Administration to cancel the contract
together with the payment of the $15,000 Termination after Inspection Fee.
If the Mayor and City Commission do desire to proceed with the Settlement/Purchase and
Sale Contract, it is recommended that the Mayor and Members of the City Commission of
the City of Miami Beach, authorize the Mayor and City Clerk to execute a settlement
agreement between Gazit Meridian Inc. and the City of Miami Beach which provides for the
dismissal with prejudice of litigation styled Gazit (Meridian) Inc. V. City of Miami Beach. 11th
Judicial Circuit Court Case No. 00-30164 CA 24, and further authorizing the Mayor, City
Clerk and all necessary City Personnel to execute such other documents as may be
necessary to effectuate the intent of this Resolution; appropriate $5,745,000 from the
Parking Enterprise Fund balance, representing the balance of the purchase price required
pursuant to the Contract for Sale and Purchase between Gazit Meridian, Inc. and the City
of Miami Beach for the acquisition of the property located at 1701 and 1721 Meridian
Avenue; appropriate $90,000 from the Parking Enterprise Fund balance for associated
closing costs; appropriate $50,000 from the General Fund operating contingency to
perform the necessary repairs required at the building upon acquisition; appropriate
$70,000 from account # 370-8000-361130 to purchase a remote telephone shelf, computer
server, and the wiring necessary to effectuate the capital improvement office relocation to
the building; appropriate $150,000 from the General Fund Operating Contingency for
operating costs to operate and maintain the building for the remainder of FY2002; and
further authorizing the City to extend the existing maintenance and service agreements for
the balance of FY2002.
JMG/C~rar
T:IAGENDA\2002IJAN3002\REGULAR\GazitCity,CM,doc
'"
HJ-1
A Settlement Statement
B. Type of Loan
U.S. Department of Housing
and Urban Development
2C02- Z'?7 St{
OMB No. 2502-0265
o 1. FHA
o 4. VA
o 2. FmHA 0 3. Conv. Unlns.
o 5. Conv. Ins.
8. File Number
GAZIT
7. loan Number
8. Mortg. Ins. Case Num.
10:
C. NOTE:Thls fonn is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items
marked "(p.o.c.)" were paid outside the closing; they are shown here for infonnational purposes and are not Included in the totals.
D. NAME OF BORROWER:
Address of Borrower:
CITY OF MIAMI BEACH, FLORIDA
1700 Convention Center Drive, Miami Beach, Rorida 33139
GAZIT (MERIDIAN) INC., a FlorIda CorporatIon
clo Equity One Realty & Mgmt., 1696 N.E. Miami Gardens Dr., Miami, FlorIda 33179
TIN:
E. NAME OF SEllER:
Address of Seller:
F. NAME OF lENDER:
Address of lender:
G. PROPERTY lOCA110N:
H. SETTLEMENT AGENT:
Place of Settlement:
I. SETTLEMENT DATE:
1701 Meridian Avenue, Miami Beach, Florlda 33139
Aventura Title Insurance Corporation
20803 Blscayne Blvd., Suite 301, Aventura , Florida 33180
211/02 DISBURSEMENT DATE: 211/02
TIN: 65-0698414
Phone: 305-937-1800
J, Summary of borrower's transaction - K, Summary of seller's transaction
100, Gross amount due from borrower: 400. Gross amount due to seller:
101. Contract sales price 6,050,000.00 401. Contract sales price 6,050,000.00
102. Personal property 402.Personal~rty
103. Settlement charges to borrower (Une 1400) 79.659.25 403.
104. 404.
105. 405.
Adjustments for items paid by seller in advance: Adjustments for items paid by seller in advance,
106. City/town taxes
107. County taxes
108. Assessments
109.
110. Reimbursement of leaal Fees
111.
112.
120. Gross amount due from borrower:
406. Cityltown taxes
407. County taxes
408. Assessments
409.
450,000.00 410. Reimbursement of Legal Fees
411.
412.
6,579,659.25 420. Gross amount due to seller:
450,000.00
200. Amounts paid or in behalf of borrower: 500. Reductions in amount due to seller:
6,500,000.00
201. Deposit or earnest money
202.Princlpalamountofnewloan(s)
203. ExIsting loan(s) taken subject to
204. PrIncipal amount of second mortgage
205.
206.
207. Principal amt of mortgage held by seller
208.
209.
302,500.00 501. Excess deposit (see instructions)
502. Settlement charges to seller (line 1400)
503. ExIsting loan(s) taken subject to
504. Payoff of first mortgage loan
505. Payoff of second mortgage loan
506. Deposits held by seller
507. Princlpal amt of mortgage held by sener
508.
509.
289.00
Adjustments for items unpaid by seller: Adjustments for items unpaid by seller.
210. City/town taxes
211. County taxes
212. Assessments
213.
214. Security Deposits
215.
216. Taxes: Parcell from 01/01/02 to 02101/02
217. Taxes: Parcel II from 01/01/02 to 02101/02
218.
219.
220. Total paid by/for borrower:
510. City/town taxes
511. County taxes
512. Assessments
513.
41,741.89514. Security Deposits
515.
2,165.91 516. Taxes: Parcell from 01/01/02 to 02101/02
2,163.95 517. Taxes: Parcel II from 01/01/02 to 02101/02
518.
519.
348,571.75 520. Total reductions In amount due seller:
41,741.89
2,165.91
2,163.95
300, Cash at settlement from/to borrower' 600. Cash at settlement to/from seller.
46,360.75
301. Gross amount due from borrower
(line 120)
302. Less amount paid bylfor the borrower
(line 220)
303. Cash ( 0 From 0 To ) Borrower:
6,579,659.25 601. Gross amount due to seller
(line 420)
(348,571.75) 602. Less total reductions In amount due seller
(line 520)
6,231,087.50 603. Cash ( 0 To 0 From ) Seller:
6,500,000.00
(46,360.75)
6.453,639.25
Substitute FORn 1099 Seller Statement: The Infonnatlon contained In blocks E, G, H, and I and on line 401 Is Important tax Infonnatlon and Is being
furnished to the IRS. If you are required to file a return, a negligence penalty or other sanction will be Imposed on you If this item Is required to be reported and
the IRS detennlnes that It has not been reported.
Seller Instructions: If this real estate was your princlpal residence, file Fonn 2119, Sale or Exchange of Principal Residence, for any gain, with your tax
return; for other transections, complete the applicable parts of Fonn 4797, Fonn 6262 and/or Schedule 0 (Fonn 1040).
1\ /Z.-/. ~
. c;?:(-~ h) ~ J
~
~L
Seller's InltlaICs):
I
Doublel1m.
L Se!t1ement chclrqes Borro"'er POC Seller POC
HuliJ/.1
U.S. Department of Housing and Urban Development
700. Total Sales/Brokers Com. based on price
701. 0/0 to
702. % to
703. Commission paid at settlement
7~. to
$6,050,000.00 @
%=
Paid from
Borrower's
Funds at
Settlement
Page 2
Paid from
Seller's
Funds at
Settlement
ROO Items pClyablp. In conn0ct1on with loan BGrro: rr POC ::;,-1 Pl POC
801. loan origination fee %to
802. Loan discount %to
803. Appraisal fee to
8~. Credit report to
805. lender's Inspection fee to
806. Mortaage Insurance application fee to
807. Assumption Fee to
808. to
809. to
810. to
811. to
I 90U Items reoulred by lemler to IJe paid In advdnce 8 ). I I FlUC::Jf II r ~)()C
901. Interest from to tm /day
902. Mortgage Insurance oremlum for months to
903. Hazard Insurance oremlum for years to
904. Flood Insurance premium for years to
905. years to
.
1001. Hazard Insurance months @ oer month
1002. Mortgage Insurance months {jj} per month
1003. City property taxes months /If) oer month
1004. County property taxes months {jj} per month
1005. Annual assessments months /B) oer month
1006. Flood Insurance months fil oer month
1007. months IB) per month
1008. monthsft oer month
1009. Aggregate accounting adjustment
1100 Title c11,m105 Bn"/ 'l fJ()C ~( rPOC
1101. Settlement or closing fee
1102. Abstract or title search
1103. Title examination
11~. Title Insurance binder
1105. Document preparation
1106. Title Relatad Expenses
1107. Attorney's Fees
(Includes above item numbers:
1108. Title Insurance
(Includes above Item numbers:
1109. lender's covera e Premium:
1110. Owner's covera e Premium:
1111. Endorse: Florida Form 9
1112.
1113.
to
to Attorneys' TItle Insurance Fund, Inc.
to
to
to
to
to
235.00
to. BLOOM & MINSKER
1,801.25
12Ul; GovprrlfllPnl ler,orclllHI ,~II[I 11 dnSr'~1 ( 11dr,11 's
1201. Recording fees Deed $15.00 Mortoaaels\ Releases 15.00
1202. City/county taxlstamps Deed $27,225.00 Mortoaaels\ 27,225.00
1203. State taxlstamps Deed $36,300.00 Mortoaoels\ 36.300.00
12~. 9 Satisfactions of NOVs to Clert of the Court 54.00
1205. City of MB Resolutions to Clerk of the Court 33.00
.
1301. Survey to
1302. Pest Inspect/on to
1303. Uen Seacrhes to A-1 Title ServIces, Inc. 480.00
13~. Misc. Courier, fax. etc.) to BLOOM & MINSKER 100.00
1305. to
1306. to
1307. to
1308. to
1309.
( Enter on lines 103 Section J and 502 Section K \ 79,659.251 289.001
to
to
I have carefully reviewed the HUD.1 SetUement Statement and to the best of my knowledge and belief, " Is a true and
my account or by me In this transaction. I further certify that I have received a copy of the HUD-1 SaIUam S tamenl
Borrower
Seller
Borrower
Seller
~~Mf.._n__md"J;~;;'d.._.._m~_.--
As Its Authorlzad Representative Date
WARNING: Ills a crime to knowingly make false statements to the United Stales on this or any other s1mOar form. Penallles upon conviction can Include a fine and imprisonment
For details sea: TItle 18 U.S. Code Section 1001 and Section 1010. Doubl.Tlm.
~