95-21471 RESO Incomplete
RESOLUTION NO. 95-21471
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, RATIFYING
THE ACTIONS OF THE MIAMI BEACH REDEVELOPMENT
AGENCY IN AUTHORIZING THE CHAIRMAN AND
SECRETARY TO EXECUTE THE ATTACHED CONTRACT
PROVIDING FOR THE PURCHASE BY THE AGENCY OF
THE FEE SIMPLE INTEREST IN THE SHORECREST
HOTEL, 1535 COLLINS AVENUE, MIAMI BEACH, FLORIDA,
WHICH PERTAINS TO A REDEVELOPMENT PROJECT
WITHIN THE CITY LIMITS, AND AUTHORIZING THE
AGENCY TO TAKE ALL INCIDENTAL ACTIONS IN
CONNECTION THEREWITH.
WHEREAS, the Shorecrest Hotel, 1535 Collins Avenue, Miami Beach, Florida has
been identified as a portion of the site upon which an African-American owned hotel will
be built; and
WHEREAS, the hotel will promote convention center and other tourism business
in the City of Miami Beach; and
WHEREAS, as with the acquisition of real estate in connection with the hotel project
being negotiated with Loews Hotel Corp., the Agency desires to acquire the land where
the African-American hotel project will be built to facilitate the development of the hotel
project; and
WHEREAS, the ownership of the Shorecrest Hotel consists of a fee simple and a
ground leasehold interest; and
WHEREAS, the Shorecrest Hotel is located within a redevelopment district within
the City limits.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the actions of the Miami
Beach Redevelopment Agency in authorizing the Chairman and Secretary to execute the
attached contract providing for the purchase by the Agency of the fee simple interest in the
Shorecrest Hotel, 1535 Collins Avenue, Miami Beach, Florida, which pertains to a
redevelopment project within the City limits, and in authorizing the Agency to take all
incidental actions in connection therewith are ratified.
PASSED and ADOPTED THIS 18th day of
January
1995.
MAYOR
ATTEST:
CITY CLERK
c:'lNpwin6O\wpdocs_I'feesmp.rso
FORM APPROVED
LEGAL DEPT"
By -:J(..D
Date /-/~-n.-
2
BRDAD-and-CASSEL
ID:3739495
JAN 13'95
15:12 No.020 P.02
PURCHASE >>.m SA.LE AGllEBMENT
DRAFT
This Purchase and Sale Aareemellt (the" AJreement"), dated , 1995 by and
b_een JACOB 1535 PROPERTlIlS, INC" a Plorida CXI'POratlon ("Seller"), and MIAMI BEACH
REDEVELOPMENT AGENCV, a Florida municipal corporation rBuyer'):
WITNESSETH:
In CXlnslderation of the mutual aareements herein set forth the parties hereto agree II fonowa:
1.
meanings:
Definitions. The following terms when used In this Agreement shall have the following
1.1 Accentance Date. The A~ Date shall be the EffectIve Date.
1.2 ~. Mlunl Beach Redevelopment Agency, a Florida municipal corporation.
1.3 Bl\ver's AllornllY. Redevelopment Agency Goneral Counsel, City of Miami
Beach, 1700 Convention Center Drive, MIami Besch, Florida 33139.
1.4 Cash to Close, The balance of the Purchase Price subject to the adjuStmeDlS and
prorations as hereinafter described.
1.5 Closln,. The delivery of the Deed and other Closing documen1l to Buyer
coDCurrently with the delivery of the Purchase Price 10 the Seller as hereinafter provided.
\.6 ClosinR Date. At 10:00 a.m. on the later of , 1995 or on the
day (or on the next bU$lnCQ day thereafter If said _ day Is DOt on a businou day) after
the Buyer has received the Environmenla1 Audit and determined the amount of money which it requires
to be plaeed in escrow to satisfy the obligations of the Seller with regard to removal from the property
of the Adverse Environmental Substance& II required under parll&raph 5,6 hereafter, or on such other
date as determined In accord~ with this Agreemenl.
I. 7 ~. A Qult-oaim Deed and Assi&nmentof Leasc, In form acceptable 10 Buyer
and Tide Company which conveys the Property from Selloc to Buyer.
1.8 Effective Date. The Effective Date shall be the latest date this AgreemeDt is
executed by either Buyer or Seller, notwithstanding that this Agreement shall have been dated the date
first written above.
\.9 Governmental '\uthorlty(Jes), Any federal, state, county, municipal or other
governmental department, entity, authority, commission, board, bureau, court, agency or any
In.~trumentalilY of any of them which has jurisdiction over the Seller, the Buyer or the Properly.
\.10 Governl11BJ)ta1 Reouirement(s), Any law, enactment, statute, code, ordinance,
rule, regulation, judgment, decree, writ, Injunctlon, franchise, permit, certificate, license, authorlzalion,
agreement, or other directlon or requirement of any Governmental Authority now exlJdng or hereafter
enacted, adopted, promulgated, entered, or issued applicable to the SeHer, the Buyer or the Propeny or
to any appunenance, structure, use or facility, on or aeljacent 10, or proposed for, the ProPerlY.
1.11 Permitted Excentlon.. "Permitted Exceptions" means those mattera set forth on
Exhibit "H" attached hereto and made a part hereof, as same may be supplemented In accordance with
Par811raph 4.2 of this Al"cemenl.
1.12 PrQnerly. Tho land logally described In Exhibit" A. attached hereto (the "Land")
IOgether with the Property Rights anel the Personal propeny (as deftned herein),
BRORO-and-CRSSEL
10:3739495
JRN 13'95
15:13 No.020 P.03
1.13 Pmnertv RIRhtI. The.Property Rights meana III of Seller's ri&bt. title and
interest, if any, in and 10: all buildInas and Improvements on the Land: all teIIOIIlentl, heredilal1lel\tI,
rillhta, privilelles and appurtenances re1atiDI or belolllllni to the Land or in anywise appertaining: any
and all easements: all water and lewer access and water and lOwer use rights and allocations; all storm
water drainage, use rights and allocations; all ulUity hookup and service rights; all grants, rights or other
IIlreemenls affectina the Land or comprlsina the Permitted Exceptions; all permits, licenses and grants
of right, now existing or hereafter arising with respect to the Land: any land lying in the bed of any
street, road or aV8llUe, opened or proposed, in front of or adjoining the Land, to the center line thereof,
and 10 any strips or gores adjolnIna the Land or any part thereof; and, subject to the provisions of thil
Agreement, any and a1lsurns of money and rillhts to receive money which Seller has or may acquire by
reason of the ta1d1lll by lawful authority through exercise of eminent domaln or deed or agreement in lieu
thereof of any rights, property or thina of value described herein or any part thereof, includillllBDY award
or payment made or to be made by reason of the chanae of grade of any street. Seller shall execute and.
deliver to Buyer, at Closillll and anytlme thereafter on demand, all proper Instruments for the conveyance
and assignment of such title and the assignment and collection of any such award, which conveyance shall
be free and clear of any liens, claims, outstandlnll bills and encumbrances.
1.14 Personal Prooertv. ThIs sale also inc1udel all personal property ("Personal Property")
silllated on or used in connection with the mainte_, operation and ownership of the Shoretrelt Hotel
("Hotel") and rhe Property. Attached hereto u ExhIbit 'C' II an inventory of the Personal Property
which shall be attached 10 the BUl of Sale 10 be delivered by Seller to Buyer Il Clolina, all of which ahall
be at the Hotel on the date of Closina. The Personal Property Includes all personal property, includIna,
but not be llmlted to that property atlaChed to appurtenant to or Uled in connection with the Property.
The Personal Property II reproaented to be owned by the Seller, free from all li_ and encumbrances
and included in this sale, without limitina the Ilenerality of the foregoing, are such fixtures and articles
of personal property including furniture, furnishings, linens, dishes, plumbing, heating, lighting, air
conditionillll fixtures and units, signs, equipment used in mainlalning the Hotel, financial books and
records of the Hotel, Including, but not limited 10 III tax returns filed regardlnc1ncome and 1011 of the
Hotel, hot water heaterS, aWnllllll, storm shutters, mail 0011:01, pumps, shrubbery and outdoor sllllllary;
the name "Shorecrest Hotel", and all rights of Seller In and to any and all leases, subleasea, pennita,
licenses, deposits, pre-paid rents, tenancies, occupancies, and granta of right made by Seller or _ any
time acquired by Soller In respect of all buildingl, improvementa, easements, titles, estates, Inleresls or
rights or any part thereof, and III rents, Issues and profits arbina from or ut of such leases, lubleases,
licenses, tenancies, occupancies and crants of right now exlstlni, subsequently created in respect of the
Property, up to and includinl the Closlna dare.
1.IS Purchase Price. 54,000,000,
1.16 S;Um:. JACOB IS3S PROPERTIBS, INC., a Florida corporation.
1.17 Seller'. Attornev. BarryT. Shevlin,Elq., Suite60S, 1111 KanoConcoune, Bay
Harbor Islands, Florida 33154, (3OS) 868-0304.
1.18 Title Commitment. Title Commitment means that Title Insurance Commitment
to be issued by the Title Company thrOUgh its duly authorized agent as lelected by Buyer proposin& to
insure Buyer's purchase of the Property. Buyer may use a pro forma commitment or Slllllll of title report
as the Title Commitment.
1.19 Title C'-<>mnanv. The Title Company is such ALTA member title underwriter
Ielected by Buyer,
1.20 Title Policv. An ALTA Form B (most current markelability form) owner'. tide
insurance policy" Issued pursuant to the Title Commitment with the standard exceptions deleted including
exceptions for survey maners, the gap, parties in possession and liens, which title policy sha1l be in the
amount of the Purchase Price, Insurillll Buyer's title to the Property, subject only to the Permiued
Exceptions.
2. Purchase and Sale. Seller agrees 10 sell and convey the Property to Buyer IJId Buyer
acrCe8 to purchase and acquire the Property from Seller on the terms and conditions herein set forth.
3. Purchase Price. The Purchue Price shall be $4,000,000, subject 10 prorations and
adjustments.
BRORO-and-CRSSEL
10:3739495
JRN 13'95
15:14 No.020 P.04
4. HvidA~A of Title,
4.1 Title CnmmlbDent. Buyer a11all promptly cauae the Title Company through Its
duly authorized agent, Kronaold and Todd, 10 Issue a Title Commitment. The Title Commitment a11a11
name the Buyer IS the proposed insured, aIIall provide for the proposed Issuance of a Title Policy fur the
full amount of the Purchase Price and a11all provide fur the Title Company to Insure the ",ap" upon
delivery of approprlllle documentation by Seller or Buyer or both, as applicable, and the delCllion of the
standard printed exceptions upon delivery of the customary documentation from Seller.
4.2 Humln.llnn of Title. Buyer shall send to Seller's Attorney a copy of the TItle
Commitment promptly after Buyer's receipt and, within IS days after receipt of the TItle Commitment,
Buyer &ball notify Seller In wrltlna of any obJect1ol11 to title (the "Title Notice"). All el<ceptIolII In
Schedule R-5ection II of the Title Commitment IIOt raised as objectionable by Buyer shall be deemed
"Permitted Bxceptlons" and Bxhlhlt "R" of this Agreement shall be deemed to be supplementod ro include
same. Seller &ball have 30 days from receipt of Buyer's Title Notice within which to cure Or attempt to
cure the title objections and Seller agrees to use Ita best elfolU to do so and Seller shall be obligated to
cure or correa any title objectlons, indudinc encumbrllDCeS, mortgages and liens that can be cured and
paid or satlsfied at the time of ClosIne. Title objectlons requiring payment of money to cure &ball be paid
by Seller from ils own funds prior to Closln, or from the cash to close at Closing. If Seller Is
unsucce5sfulln curing and removIne such title objectlons ro the sadsfactlon of the Title Company and
Buyer within said 30 day period, then Buyer shall have the option of either (a) terminaIina this
ACreement, or (b) acceptin, the title in its existInJ condition with a reduction in or credit againat the
purchase price fur any existing mongages, liens, encumbrancea and any Seller created title objections (or
title objoctions arising out of an agreement to which Seller is a party or which is known 10 Seller),
whetber or not currently existing, which WI be cured, removed of record or satisfied by the payment or
a liquidated sum. Seller agrees and represents that it will use llood faith best elforts to correct all such
title objealons, indudina curing or satisfying all Schedule B-5ect1on I requirements and removing
Schedule B-Section II exceptions which are IIOt Permitted Exceptiolll, within the time periods set forth
In this Paragraph, but in any event by ClosIne, all of which shall be continuinJ obligations of Seller.
Buyer may update the title and the Title Commitment before Closinc and Buyer may raise IS title
objeaion,< In a subsequent Title Notice any matters revoaled by such update and Seller &ball cause same
10 be cured, removed of record or satisfied within 30 days from the date of receipt of thesubsequont Tide
Notice and otherwise 81 required above. III IUch event, the Closlna Date .hall be reset to I dale lei forth
in Buyer's subsequent TWe Notice within 60 days from the date of such notice. Upon timely curIne the
title objections, the Seller may, upon at least (10) buslnes. days prior written notice from Seller ID Buyer,
reaet the Closing DIle to another buslnos. day not to OJIceed 30 days after the curing of the title obJection.
Buyer shall not have the right to object II> title by nason of any title maner wblch Is caused by Buyer.
4.3 TItle Policy. The Title Policy IhaJI be Issued by Krongold and Todd, as &&enlI
for the Tide Company, pursuant to the terInI of the Title Commitment, as endorsed by any endorsements
Issued subsequent 10 the effective date of the Title CommitmeDl. All costs and expensea relating directly
to the Title Commitment (excluding the costa related II> curing, rOlDOvinc end satisfying title objections),
any endorsements, and the Title Policy premium, aIIall be paid by Buyer.
4.4 SIIwx.
A. Within S days from the Effective Date, Seller shan dellvee to Buyer a copy of any
survey of the Land In its possession. The Buyer may obtain, at Its expense, one or more surveys (the
"Survcy") of the Land containing such details and certifications, and prepared under such furmat, as
Buyer may require. At Buyer', optlun and expense, the Survey may be updated to show the location of
any title matten of record, wbether or not same are Permitted Exceptions, and such other mailers 81
requested by Buyer or Title Company.
B. If the Survey (or IIl\Y update thereof) shows any encroacllmenl on the Land, or
that any improvement located on the Land encroacllllll on the land of others, or if the Survey shows any
other defect or objection to Buyer, Including any matter wblch would afl'ea either the martetabUlty of
title to the Property or the use of the Property, such encroacl1ment or defect or objection aIIall be treated
in the same manner 81 title defects and objections are treated under Paragraph 4.2 of this AUeement.
S. Seller's Representations and Warrllltlea. Seller heeeby represents and warrants to the
Buyer the fullowlng matters. The representations and warranties sball all be true and correct as of the
Bffective Date (oxcept as speoiftcally .et lbrth below) and all true IIl\d correct as of Closln, and &ball be
certified, confirmed and updated by the Seller at Clo.ing by delivery of a Certificate IS of the Closing
Date in a furm reasonably acceptable to Buyee as of and throup the date of Closing and as an
inducement to the Buyer to Close under this Agreement.
5.1 Seller's AuthoriIY and'performAnce. Seller has leeal rlpt and abnity to IeII the
Property pursuant to this Aareement. The eillCUtlon IIid delivery of this Aareement by Seller and the
consummation by SoUer of the tranaactioDs COlltOlllplaled by this Al"oomont are within Seller's capaclty
and all requisite action, corporate and otherwise, has blKlll taken 10 make this Agreement valid and
binding on Seller. Seller will promptly pay for. perform and comply willl all coveoantS. qreemeotI.
representations and warranties contained in IIlIs Agreement.
5,2 No 1.<;~a1 Bar, The oxllCUlIon by Soller of thill Agrooment and die consummation
by Seller of the transactions hereby contempllled does not. and on the Cloalna Dato wUl not, result in
a breach of, or default under, any IndClll\Ure. acr-. I..... Instrument or obligation to which Seller
is a party and which affecrs all or any ponion of the Property. or to Seller's knowledge, constitutes a
violation of any Governmental Requirement. Tho Property Is not the subject of a right of first refUsal,
option, lease, \IIC acreement, or acrecmcnt to purchase, or any restriction On sale in favor of any other
penon or entity.
5.3 No Default nr In.nlvenc;y. Seller Is not In deflUlt under any indemure,lIlOItgaae,
deed of trust, loan agreomont, lease or other agreement or obligation to which Seller Is a party which
affecta any portion of the Property or the Seller's ability to perform under this Agreement. Seller Is not
insolvent and will not be rendered Insolvent by this Agreement or the consummation of the transactions
contemplated hereby.
5.4 ~. Seller Is the owner by good, valid and enforceable meane aaslgnmenta of
a leasehold estate in the Land and the Property Rishts created pUmlant to that certain 99 Year Leue
originally in favor ofLynn Corporation as Lessee, cIated July 18, 1940 and recorded In Deed Book 2085,
P"lle 340, Public Records of Dade County, Florida COround Lease") and has good and marketable title
to such estate in the Land and the Property RlghlS In addition 10 absolute, fee simple ownership of the
Porsonal Property, free and clear of all liens, encumbrances and restrictions of any kind, except the
Permitted Exceptions and encumbrances of record which, subject to Paragraph 4.2, wm be paid by Seller
from its own funds at Closing or from die funds delivered by Buyer at Closing. To Seller's knowledge,
the Seller is not a party to, and the Property is not affectecl by, any service, maintenance or properly
management agreement, declaration of condominium, homeowner's agreement. restrictive COVOll8llll. or
any contract or other agreoment of any Idnd except those deacribed In the Permitted Exceptlona, and no
such agreements and documents will be binding upon the Property or the Buyer of the Property after
Closing. The total of all debts, mortg..ea, Ileus and encumbrances alTectlna the Property are IllIs than
the Purchase Price and the Cash to ClolC shall be applied to satisfy and fUlly pay for all such itenls and
to create an escrow account to satisfy the Environmental Requirements before any distribution thereof to
Seller. Seller shall not further encumber, mortgage or lien the Propeny In any respect which would
prevent Cloaing In accordance with the termS of this AJreenlenl.
5.5 Lltinlinn. There are no 1Cl1ooI, suits, violations, citations, claims, not_.
proceedings or investigations pending or. to the knowledge of Seller, threatened aaainst Seller or die
Property al'CectiDa: any portion of the Property.
5.6 Bnvironmental Conditinn and Bnvironmental Audit. As a condition to IDd II
of the Closing, any Adverse Environmental Substances .hall not be used, manufactured, loc:atcd, stored
or disposed of on, under or about the Property. Buyer and Seller acree 1hat it shall be the Seller's sole
reaponsibility to convey the Property to the Buyer free and clear of all Advene Environmental Substances
or to provide Buyer with adequate funds at closing to pcrmlt Buyer to have removed from the Property
all Adverse Environmental Substancea. The term Adverse Environmental Substances is defined to mean
asbestos, radon, pcb's, 011 or other petroleum besed products, chomicoJs, any noxious, hazardous,
offensive, O1ploaive or toxic substances or waste. or any "HazardoUl Materials" or "Toxic Substances" ,
as such terms are defined in the Comprehensive Environmental Reaponse, Compensation and Liability
Act of 1980, as amended, 42 USC 9601 at. seq., Hazardous Materials Trwportation, 49 USC 1801 ct.
seq., the Resource Conservation and Recovery Act, 42 USC 6901 ct. seq., and in the regulations adopted
In publications promulgated pursuant to any of the above stated laws, which remains on Ibe Property or
which would require any cleanup, treatment or other action pursuant to any applicable law or any
environmental audit of the Property or even if not required by law If existence of same would interfere
with the use or development of the Property as contemplated by the Buyer. Buyer has heretofore ordered
a Phase I Snvironmental Property Assessment Audit on the Property and Is hereby granted lbe right to
order and obtain such further tests, audilS and reportl as shall be recommended by any such reportl
(collectively "Envlronmontal Audit"). The EnvIronmental Audit shall be addressed to and certlfted to
Buyer and any successor and assign of Buyer. If the Environmental Audit indicatea any advene
environmental condition or the suspicion thereof, or Ibat any Adverse Environmental Substances are on,
under or about the Properly, or recommends any further study or remedial work, then Buyer's acceptance
of the Property shall be conditioned upon alllbe work being performed and the delivery to Buyer of an
updated Environmental Audit which shall indicate, among other things, that there Is no presence or
RB\IC72&\OO14\lCDUJOOl.1M
suspicion of the presence of any of the abOve-mentlOnod materials or subst111ce8 on and about the
Property. The final Environmental Audit shaI1 reflect, If applicable, that any asbestos, pcb's and other
Adverse Bnviro~ SubslanCCill have.... properly removed and abandoned from the Property and
that any tank or oth... conditions and materials on or under the Property shall have been properly
removed and abandoned, and any af'Ceeted subsurface or surface soils shall have been properly removed
and disposed and any soil stains on the sur&ce shall be properly removed and disposed and any surface
or subsurface debris shall have been properly removed and disposed. Funher, the Environmental Audit
may include soU tOSl and groundwater toot results, jf required, and, if applicable, a statement as 10 any
cleanup, ueatmelll, monllOrlng, removal or other remedial action which has occurred on the site. As a
condition to closing, the final Environmental Audit shall not require or recommeDd any remedial action,
treatment or monllOrlng with respect 10 the Property or any adjacent property. To the extent any
environmental conditions are revealed and require treatment, cleanup or remediation In order for an
Envlroomental Audit to be issued which meets the criteris of this paraaraph, and same cannot be
accomplished prior to closing, then the Seller agrees to hsve placed In escrow with an escrow agent
acceptable to Buy..., as a condition precedent to closing, a sum of money deemed sufficient by Buyer to
cause the removal from the Property after Closing of all Adverse Envkonmenta1 SubstanCCl, including
a reasonable amount to cover cost Increases or contill\lencies. The escrow fund shall be utilized to
remedlate and remove such Adverse Environmental Substances to the effect that a clean Environmental
Audit can be issued after the Closing without reference to any such adverse environmental conditions.
After Buyer's receipt of an Environmental Audit wlchout reference to the adverse environmental
conditions (and indicating that any treatmeIIl. cleanup, recommendations and remediation has been
completed), any unused ponion of the escrowed funds shall be returned to Seller.
5.7 Parties In Possession. There are no parties odter than Seller in poasession or
having a right to possession of lilY ponion of the Property other than Buyer in accordance with this
Agreement and month to month residential tenants and transient hotel guests, none of whom have lilY
written or oral rights 10 extend soch occupancies and all of which occupancies are cance1able upon DOt
more than thlny (30) days written notice.
S.8 Survlval. The aforementioned representations shall be true .. of Cloaln& and
shall expressly survive the Closing and the Closing shall DOl be deemed a waiver of any remedies for
Seller not having completed or rendered lIUe and correct any partlcu11r representation or wlrrlllty.
6. Buyer-. Rp.:mrItiel fur Sener's PaDure of . Renresenutlon or Warrllllv.
6.1 If any representations or warranty set fonh in this A,reement Is not lIUe and
correct, then Seller shallootify Buyer in writing within two (2) days after Seller ascertains such condition,
but in any event by Clo.sln,.
6.2 If, at Closing, any of Sell...'. representations or warrllllles set forth in this
Agreement are DOl tnIe, then Buyer may either; (a) terminate this Agreement by wrllIelI notice thereof
10 Seller, In which event all monies expended by Buyer In connection with this Agreement shall be paid
by Seller to Buyer upon demand, and which written notice shall Include such supporting data as
reasonably necessary, and thereupon the parties shall be relieved of all funher obli&ations under this
Agreement; or (b) elect to close under this Agreement notwllbstandlnc the failure of such representation
or warranty, provided, however, chat any such election by Buy... shall not be a walver of, and Seller shall
remain obligated under, any of the other provisions of this Agreement including those relating to curing
and paylnc for any title objections and the provisions relating to a Seller default.
6.3 Seller's representations and warranties under thla Paragraph 6 shall survive
Closil\i.
7. C-<lndemnatlon. In the event of the institution of any proceedinp, or any threat or IIlllice
thereof, by any Governmental Authority which shall relate to a proposed taking of any portion of the
Property by eminent domain prior to Closing, Seller agrees to furnlsh Buyer with a copy of such notice
of a proposed taking within five (S) business days after Seller's receipt of such notification or by Closing,
wbichever is earlier. In such event, then Buyer may, at Its option, within twenty (20) days of Buyer's
receipt of the notice of proposed taklng either; (a) cancel this Agreement and this Agreement shall be
deemed canceled; or (b) Close, In which case, Buyer wUl be entitled 10 receive the entire condemnation
award; otherwise, the Purchase Price wUl not be affected by any Condemnation. Buyer shall notify Soller
of Its election within said twelllY (20) day perlnd. If Buyer elects not to so terminate this Agreement or
fails to respond to Seller's notiftcation of propo.sed condemnation proceedings within said twent)' (20)
days, then the partiel hereto shall proceed to Closing and Seller shall assign all of Its right. title and
interest in all awards in connection wich auch taking to Buyer. The parties acknowledge that the Property
Is a proposed site for condemnation by the Buyer and thst, if this tranSactlon shall close In accordance
'RR\14'nfl\M14\loI1)5nOO1.1'"
with the terma of this Aareemont, thllD this tl;anaaction shall occur in lieu of any condemllalion by the
Buyer. .< <<
8, Buyer's Rebr.....utlons lI1!1 Warranties. Buyer hereby ropresellls lIIld wl1l'UllS co the
Seller as of the Bft'ectlve Date and as of the Closing Date that Buyer has filII and complete authority III
purchase the Property and to comply with the temIS of thlB Agreement, and the execution and delivery
of this Airoement by Buyer and the consummatlon by Buyar of the transactions hereby conlelllplsted are
....ithin Buyer's capacity and all requisite action has been taken CO make this Aareement valid and bindlni
on Buyer in accordance with Its terms.
9, ~. The Closing sball commence at 10:00 a.m. on the Closing Date and shall1alc:e
place at the office of Buyer's attorney In Dade County, Florida.
10. Pee ("nnrr"", I":lntin.< Seller aclcnowledaea thatllOlwllhsWldIng anylllloa CO the coouary
conlllined herein, Buyer has no obligation CO consummate the purchase under thl. Agreement unless it
simultaneously therewith acquires good and marketable fee simple title 10 the Property from the owner
thareof. In the event Buyer does not enter InIO a contract for the purchase of the fee simple Interost In
the Property fPee Contract") or, after entering into the Pee Contract, does not close the purchase
contemplated thereunder for any reason, the Buyer may cancel this Aareement and shall thereupon be
relieved of any liablllty or obligation bereunder.
II. Seller's Closin. Documents. At Closing, Seller shall deliver the followln& documents
("Seller's Closing Documents") 10 Buyer or Buyer's Auomey lIIld tille lIgent. Copies of each party's
Closing Documents shall be dellvared III the other party's attorney and 10 the title agent fur review and
approval at least three (3) business days prior to the Closltll Date.
11.1 ~. The Deed wblch shall be duly executed and acknowladiad by Seller 10 as
to convey and assign to Buyer good and marketable leasehold title under the Ground Lease to the Laod
and Property Rights free and clear of all liens, encumbrances and other conditions of title other thlll the
Permitted Bxceptlons.
11.2 Bill of Sale. The Bill of Sale which shall be duly executed and acknowl&teed by
Seller so as to convey to Buyer good and marketable title to the Personal Property free and clear of all
liens.
11.3 Lien Affidavtt. A lien aft'idavlt In form reuonably required by Buyer_ling
that, among other things, (a) no Individual, entity or Governmental Aulborhy has any claim against the
Property undo< the appllcable construction lien law, (b) no individual, entity or Govemmonta\ Authority
Is either In possession of the Property or has a possessory Interest or claim In the Property, other than
Buyer In accordance with this Aaroement (c) no ImprovemenlS to the Property have been made for which
payment in filII has not been made, and (d) the Property is free of all liens, claims and encumbrances
(other than Ibe Permiued Encumbrances), IIId Ibere are no outstanding bills pertaining thareto.
11.4 GaD A ffidavil. An atrJdavlt In furm and content reasonably ,,'I._ry to Ibe
Title Company to facilitate Ibe insuring of the "liP"; l.e, Ibe deleting as an exception 10 the Title
Commitment of any matters appearin& between tho effective date of Ibe Title Commitment and the
eft'ectlve date of the Title Policy.
11.5 F1RPTA. A FIRPTA Non-l'oreign Entity Transferor Exemption Certificate or
provide for wlthholdlngs, In accordance wilb Sectlon 1445 and other applicable provialons of the Intemal
Revenue Code.
11.6 Form I099-B. Such faders! income tax ropoIts rOllpectlng the sale of the Property
as are required by lb. Internal Revenue Code of 1916,
11.7 B-1 Reauiremento, Any documeots required In Schedule B-1 of the Tille
CommltmOllt with the exception of any documents pertaining to the Buyer.
11.8 Renresenlllllnnund Warranti.. Certlftcate, A cort1ficate of the Seller restatlne,
and confirming and certifyin& the truth and accuracy of, and the full payment and performance of, all
of Seller's reprOllentations and warrantlea contained In this Aereemeot as of Ibe Closing Date.
11.9 Resolution. A certified resolution and incumbency certJftcato of tho Seller
(Including Seller's directors and shareholders), authorizing the entering into, execution and consummation
of this Agreement and Ibe consummation of Ibe transactions herein contemplated and the Incumbent
officers, as applicable, aulborizod to execute documents for Seller.
RB\1'n&\OQ14\MDS1JOO1.1JA
95011'
. 11.10 OrR.~I...io...1 Dneun\il"u. A:cllltificate of good ItIDdIng and certified copies
of the orllanlzatlonaI documents of the Seller ind any other documents reasonably required by Buyer and
the Title Company.
11.11 Di.clowre Affidavit, A disclOlUre affidavit In form reasonably rOCJllired by BuY.
in compliance with Sectlon 286.23, Florida Statutea.
11.12 Escrow ARrCeIIIOllt. An Bauow Aar-nont as contemplated by this Asreemw
authorizing the Bscrow Aaent 10 dlsburae monies required to rClDOve Adverse Bnvlronmental Subltancea
from the Prnpeny.
11.13 Other Dncumenlll. Any other documents required by this Agreement which Seller
Is obllgated 10 deliver or to cause to be delivered and any other documents reasonably required by Buyer.
12. Buyer's Closln, Do",,''''''''''. At Closing the Buyer shall deliver the followIn.c documents
(.Buy..... Closlnll Documents"). Copies of Buy...'s Closing Documonts shall be delivered to Seller or
Seller's Auorney for review and approval nOli... than three (3) business days prior to Ibe Closing Date.
12.1 Certification. A certlflcate of Buyer authorizing the entering into and execution
of this Agreement and the consummation of the tr8lISactlon herein contemplated.
12.2 Clo.ing St.t_ont. A Closing Statement showing all credits, costa. charges and
oth... matters relating 10 the Property as set forth in this Agreement, including a tax proration aar-
to Incorporate the obligations set forth in Paragraph 14.1 of this Agreement.
12.3 R~resentatlons and Warranties Certlflcste. A certlflcate collflrmlng the SWIIs
of all of Buyer's representations and warranties as of the Date uf Closing.
12.4 C'.a.<h In Close The total amount of the Purchase Price, subject to prorations and
adjustmenlB as provided in this AgRenlCDl.
12.5 Buyer'sl..etter. A letter from Buyer or Buyer's Attorney thai this Agreement and
the sale contemplated hereunder was made In lieu of condemnation.
13. Closin{ Procedure. The Closing shall proceed in the followinll manner:
13.1 Transfer of Punds. At CloslD&, Buyer shall pay Seller by check Cash to Close.
13.2 Delivery of Dneumenb. Buyer Ihall deliver Buyer's C10aIng Documents and
Seller shall deliver Seller's Closing Documents to One anOIher at Closing.
14. ClosinR Costs Taxes Prorations.
14.1 IIui. Real estate and personal property taxes ("taxes") shall be prorated as of
Closing with maximum discount taken. Taxes shall be prorated based on amounts for the current year,
except that If tax amounts for the current year are not available, prorations shall be made based on the
taxes for the preceding year, with maximum discount taken. If, subsequent to Closlna, taxes for die year
of Closing are determined to be blgher or lower than as prorated. a re-proratlon and adjustment will be
made at the request of Buyer or Seller upon presentation of the actual tax bill, and any payment required
as a result of the re-proratlon shall be made within ten (10) days following demand therefor.
14.2 $eller's Closlnr COSll. Seller shall pay for the followingllelt1J from its own
funds at or before Cl08ing:
(a) All eertified, confumed or ratified special asseasment lieDI through lite
date of Closing, If the improvements pertain to governmentalimprovemcnts which improvementa have
been substantially completed as of the Effective Date, such liens shall be colllidered II certlfled,
confirmed or ratified and Seller shall, at Closing, be charged with an amount equal to the last estimate
of the applicable governmental body of the amount of the assessment;
contained in Article 4;
(b) Matteu required to be paid to obtain clear title subject to the Ilmitatioos
(c) All fees, assessments, costs and charges Incurred to lItlflll and perform
the provisions of this Agreement;
kl!'l.14.na\OOI.t\WbiKJOOl.nA.
(d) Documentary stamp tax:and lurtax to be affixed on the Deed, if IIIIY; and
(e) EI!;row Acc;ounllO be ClItabllshed for removll of Adverse EDviromnemal
Substanca.
14.3 Buver's r.lnsin, ("-'>Ill. Buyer shill pay for the fo\1owinlltems at the time of
Closin,:
(I) The WIt of record Ins the Deed;
(b) The premium for the Tide Policy;
(c) The COSlS for BuYII"1 survey.
14.4 Credit 10 Seller for QDeratlne Exnenl... Buyer shill credit to Seller at Closing
a one month reimbursement maintenance fee up 10 the amount of Forry-Six 1bousand One Hundred
($46,100.00) Dollars upon prusentation by Seller to Buyer of char,Cl, billlor statemonla rofIectinl actual
costs incurred by Seller in malnla\nlng or operating the Property, for the period commencing lIIiny (30)
days prior 10 date of Closlnlto date of Closlne.
14.S RmIll. SelllI' shall be entitled to all renla\s from perluds prior to ClOlllng;
Purchaser shall be entitled 10 all rents accruing lIIereafler.
14.6 Sales and Other Tax. In the event 11181 any sales, Ulle, transfer or other taxes shall
be determined to be payshle In connection willi lilY part of the tranaaction contemplated by this
Agreement. or lales taXes on rent collections, if applicable, then all such taxes shall be paid by Seller by
Closlnl or upon demand xfter Closine. There will be no prorxtlons as to slliea taxes. Seller reprea.....
that there are no unpaid salea or oilier taXes and that there are no unpaid payroll, withholding or other
taxea as to the Property.
15.
Closine.
Possession. Pull and complete possession of tho Property shall be dollvered to Buyer at
16.
n&Il.
16.1 Buver's Default. If this transaction falll to close due to a refusal or default by
Buyer, and provided Soller II not In default of thll Agreement and all condilions precedent to Closing ICe
satisfied, the Seller shall sive written notice to Buyer of each default and Buyer shall have tell (10) days
to cure IUch default. If Buyer defaults by falllne to close the within transaction on the Closing Date, and
provided such failure to close is not duo to a Seller defalllt, then the Buyer shall be deemed in default
hereunder withOllt any further notice Or right to cure. If Buyer 10 defaullS and the default is DOt timely
cured, then Buyer shall pay to Seller tho sum of $100,000.00 as agreed upon liquidated damages as a
result of Buyer's default hereuoder, and Ilpon sllch payment this Agreement shall be terminaled in which
co.'" neither Buyer nor Seller shall have any further oblilation or liability hereunder or in co_Ion
herewith except as otherwise stated In this Agreement. BIlyer and Seller ackIIowledae lIIat if Buyer so
dcf-dUlts, Seller wmsuffer damaaes in an amount which cannot be ascertained with roasonable certainty
on the Effective Date, and the SIOO,OOO.OO liquidated damage payment will most closely approximate
the amount necessary to compensate Seller In the event of IUch default. Buyer and Seller l8"ee that this
is a bona fide liquidated damage provision and not a penalty or forfeiture provision.
16.2 Seller'l Default, If thil transaction falls to close due to . refusal or dofault by
Seller, Buyer shsll give written notice to Seller of such default and Seller shall have ten (10) days to C1ire
such default, Cltceptinl that Seller shall DOt be entltled 10 any notice if it falls to closo tho within
transaction on the Closing Date. If Seller defaulls by failing to close the within transaction on 1I1e Closing
Date, and provided such failure to closo Is not dllo to a Buyer default, then the Seller shall be deemed
In default hereunder without any further notice or right to cure. If Seller so defaults and the default is
DOl timely cured, then BIlyer shall have the right to seek to compel Seller'l specific porfonnancc of this
Agreement, or in the lIiternat1ve, to cancel this Aareement, In which event, Seller shsll pay to Buyer the
sum of SI00,OOO.OO as aareed upon liquidated damages III I result of Seller', default hereunder, and upon
such payment this Agreemont shall be terminated In which case neither Buyer nor Seller shall have any
further obligation or liability hereunder or In connection herewith except as otherwile statod In this
Agreement. The foreaolna shall be Buyer's sole remedies in the event of Seller's default borllllnder and
Buyer shall have no action against Seller for damaaes other tI1an in conoection pith the failll.e of a
representation or warranty which Is discovered after closing or In connection with the Seller's default in
failing to pay any sllm conlomplaled by this Agreement as being required to be paid to consummate the
within transaction. Buyer and Seller aclcnowledge that if Seller so defaulls, and Buyer elects to cancel
1m114711\OOI4\MD5DOOl.13A
. this Alfeement In lieu of seeking specific peiformance. tho Buyer will suffer dam.,es In an 8IIlOUIIt
which cannot be ascertained with reasonable certaintY on the Bffective Dlle IJId the 5100,000.00
liquidated dlllDllie payment will most dosely approximate the IDlDUnt necessary to compellS8lC Seller in
the event of such default. Buyer IJId Seller i&roe Ibat Ibis is a bona fide IIquidatod damage provision IJId
not a penalty or forfeiture provision.
17. R~"I Estate Broken. Seller lUld Buyer represent IJId warranlto each other that, neither
of them has dealt Dr consulted with any real estate brokers. salesmen Dr finders in connection with this
transaction. Seller IJId Buyer hereby mutually acroe to indemnify, savo aDd. bold each other harmless
from and against any aDd. all losses. damages. dalms. COSlS IJId expenses (including attorney's foes IJId
expenses) In any way resultilli from or connected with any dalms or suits for a broker's or saleaman's
commission, ftnder's fee ur other IIko compensation. made Dr brought by any person Dr emIty resultlng
from its own acts. This provision shall sUlVlvo Closing lUld the delivery of the Deed to Buyer.
18. ~. Any notices required to be aiven by the terms of this Agreement or under any
applicable law by either party shall be In writing IJId shall be either band-<lellverccl or &eIIt by certifted
or roaistered mall. posta&e prepaid, rcturll rcccIpt requested. Dr sent via Federal Exprlll5 or other similar
courier service, and such notice shsll be deemed to have been given whco received. when blJld-<leliverccl
Dr whon sent vis courier service In accordance with tho terms of this Paragrapb. Such wrilten notice shall
be addrcssed as follows:
To tho Buyer:
with a copy to:
and to:
To the Seller:
with s copy to:
MIAMI BEACH REDEVELOPMENT AGENCY
1700 ConVClltion Center Drive
MIami Beach. Florida 33139
AttemIon: Exocutivo Director
Office: (3OS) 673-7010
Pax: (305) 673-7002
Laurooce Feingold, Esq.
Redevelopment A.ency General Counsel
1700 CoDVClltion Center Drive
MIami Boadt. Florida 33139
Offil:C: (3OS) 673-7470
Pax: (305) 673-7002
David J. Borger, P,A.
Broad aDd. Cassel
201 S. Blscayne Boulevard
Suite 3000, Miami Center
Miami, florida 33131
Office: (305) 373-9444
Pax: (305) 373-9495
Office:
Pax:
Barry T. Sbovlin, Bsq.
1111 Kano Concourse
Suite 60S
Bay Hubor Islands, FL 33154
Office: (305) 86H304
Pax:
Notice delivered to counsel for a party shall be dccrnod delivery of notice to tho party.
19. Assl2nmcnt. This Agreement Is not asstanshle by Seller. This Aaroemont may be freely
...signed by Buyer to another City of Miami Beach entity whereupon the Buyer shall be released from
any liability under this Aareement other than for any liability as contemplated by Soctlon 20.11. Buyer
must notiry Soller of any sucb assignment in writing at least ftve (5) da)'l prior to tho CloaiDg Date.
JU)\1.128\OO14\MDSKJOOI.l!A.
20.
CloSilll.
Miscell.......u.. All of tho ~rovlslon'. of this Paragraph shall be deemed to survive
20.1 Count"'l'altI. This AJRCIIlCllt may be executed in any number of counlelparU,
anyone and all of which shall constitute the Agreemem of the parties. The parqraph hOldin,s bereln
contained are for the purposes of Identifltation only and shall not be considered in construing this
Agreement.
20.2 Amendment. No modification or amendment of this AlIreoment shall be of any
force or oft'oc:t unINS in wrilinl",,_ted by both Seller and Buyer.
20.3 AtlnrneVl' Fees. If any pany obtains a JllClplent llIainst any other party by
reason of any lltlglllon arising OIlt of this Agreement, reasonable llllomeya' fMII and COSII may be
recovered and may be included in such Judgment.
20.4 Governinll Law and Exc\lISlve Venue. This Aaroemont shall be interpreted in
accordance with the laws of the State of Florida, both substantive and remedial. Exclusive venue shall
be In Dade County, Florida.
2O.S Successors and AssIIlDS. This Aareement shall IlI1II'e to the benefit of and be
binding upon the successors and permitted ISS\JDI of the parties hereto.
20.6 Comnutatlon of Dates. If any date computed In the manner herein set forth falls
on a le,a! holiday or non-businou day or non-banking day, then such date shall be ""tended to the flrst
business day following said legal holiday or non-business day or DOn-bankinll day.
20.7 Time Is of the En........ Time Is of the esse.nce with respect to all times stated
In this Agreement. Failure of either party to close this transadlon on the Closilll Date without default
on the part of the other pany shall be considered a default in this Agreement. The provisions berein
contained shall be strldly constnJed for the reason that both parties intend that all time periods provided
for in this Agreement shall be stridly adhered to.
20.8 Arr'lJ)tance Dale. This AgrcemOllt shall be DllII and void and of no further force
and effect unleas a copy of aame executed by Seller Is delivered to Buyer by or before the close of
business within five (5) days after the dale of this Agreement first written above.
20.9 Maintenance of Prooertv. The Property sball be maintained by Seller in the same
conditlon as existed as of the Effective Date, ordinary wear and tear cxtOpted.
20,10 Si&Da. From and after the EffocUve Date, Buyer shall have the rlcht (for no
lII1ditional consideration) to utilize the Property for the installation of signs IS required by the Buyer.
Should the Buyer terminate this Agreement, then Buyer shall immediately remove all such signs and shall
restore the Property to 111 condition existing prior to Buyer's termination, reasonable wear and tear
cxtOpted.
20.11 Buyer..Ind....nlflcation. Buyer shalllndCllUlify Seller and bold Seller harmless
from all claims and expenses for personal inJury, property damage, and liens of any kind Incurred by or
caused by Buyer or Buyer's agenll, employees, or independent contractors arising out of Buyers'
obtaining the Environmental Audit and this indemnification shall inclllCle Indemnification agalnat money
judgments, lien judgments, tourt costs and llllornoys foes assessed against Seller or the Property, as well
as court COSII and attorney's fees Incurred by Seller In defending such a claim llIainst Seller or againat
tho Property.
20.12 No RllCllrdation of Aarcement. This Agreement may not be recorded In any
Public Rcc:ords.
20.13 Draftlnll. This Agreement and Exhibits hereto bave been negotiated at arms Iqth
by Seller and Buyer, and the parties mutually agree that for the purpose of construing the terms of this
Agreement, or said Exhibits, neither party shall be deemed responsible for the authorship Ihereof. The
provisions of this paragraph sball survive the CloSilll and delivery of the deed of conveyance.
20.14 Further Assurances. Each of the parties hereto, without further consideral\on,
agrees to OXCQIIe and deliver such other docwnants, and to take such other adlon, wbllher prior or
subsequent to the Closing may be necessary to more effectively consummate lbe purposes or aubjoc:t
matter hereof.
kB\l472I\DOI<I\MDSlt100I.UA
20.15 Survival. Unleas otherwise specifically swell 10 the contrary In this Ap'eemenl,
the provisions of this Allrecmenl and the applicable payment and performance obllgatlons of the parties
set forth in this Aareement shall survive Closing and delivery of the deed of conveyance and shall survive
tennlnatlon of this ^areemcnl.
20.16 !lei 1...'. Offer and Execution Not Terminable. Seller haa lll<ecute<l this A&rocment
and delivered same as an ofl'er to Buyer tor .cceptance. Seller IIlrees that its delivery of this Aareemenl
may nol be withdrawn or revoked prior 10 February 1, 1995 at 5:00 p.m. and the Buyer shall have until
February I, 1995 at 5:00 p.m. within which to execute and accept this Aareement.
20.17 Service of Process on Seller. Seller agreea that service of process In connection
with any litigation arising out of this Aareement may be made by serving Seller's Attomoy.
20.18 Annrova! by Redevelopment Allene,y. This Agreement shall be binding upon the
Buyer unly after it has bocn approved by tho Miami Beacb Redevelopment Agency and signed by the
Chairman or Vice Chairman for the Miami Beach Redevelopment Agency or another duly authorized
penon.
IN WITNESS WHEREOF, each of the panies hereto has signed this Agreement under seal the
day and year appearing below their rospoctive sipalUres.
WITNESSES:
SELLER:
JACOB 1535 PROPERTIES, INC.,
a Florida corporation
By:
(sBALl
Date:
,1995
BUYBR:
MIAMI BEACH REDBVBLOPMENT AOENCY,
a Florida municipal corporation
By:
(sEALl
Date:
,1995
...........~'''''. .,.....~v'...n' .. A
ExhIbit "A"
Lepl DescrlpllOll
See Attached Lepl Descrlpllon
KIJ\J472I\OOJ4\NDlXJOOI.ISA
OSOI1'
Exhibit "J.
PermItted ExceptioIII
1Ul\1472I\OO14\MDSKJ'GOI.1M
51'$011'
Exhibit .C.
Penonal Propert1 InveolorJ
lUtl't'12l\OO14\MDSJC1OO1.1tA
950113
,
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA RATIFYING THE
ACTIONS OF THE MIAMI BEACH REDEVELOPMENT
AGENCY ("AGENCY") IN AUTHORIZING THE CHAIRMAN
AND SECRETARY TO EXECUTE THE ATTACHED
CONTRACT PROVIDING FOR THE PURCHASE BY THE
AGENCY OF THE GROUND LEASEHOLD INTEREST IN
THE SHORECREST HOTEL. 1535 COLLINS AVENUE.
MIAMI BEACH, FLORIDA, WHICH PERTAINS TO A
REDEVELOPMENT PROJECT WITHIN THE CITY LIMITS,
AND AUTHORIZING THE AGENCY TO TAKE ALL
INCIDENTAL ACTIONS IN CONNECTION THEREWITH.
WHEREAS, the Shorecrest Hotel, 1535 Collins Avenue, Miami Beach, Florida has
been identified as a portion of the site upon which an African-American owned hotel will
be built; and
WHEREAS, the hotel will promote convention center and other tourism business
in the City of Miami Beach; and
WHEREAS, as with the acquisition of real estate in connection with the hotel project
being negotiated with Loews Hotel Corp., the Agency desires to acquire the land where
the African-American hotel project will be built to facilitate the development of the hotel
project; and
WHEREAS, the ownership of the Shorecrest Hotel consists of a fee simple and a
ground leasehold interest; and
WHEREAS, the Shorecrest Hotel is located within a redevelopment district within
the City limits.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
I
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the actions of the Miami
Beach Redevelopment Agency in authorizing the Chairman and Secretary to execute the
attached contract providing for the purchase by the Agency of the fee simple interest in the
Shorecrest Hotel, 1535 Collins Avenue, Miami Beach, Florida, which pertains to a
redevelopment project within the City limits, and in authorizing the Agency to take all
incidental actions in connection therewith are ratified.
PASSED and ADOPTED THIS
day of
1995,
MAYOR
ATTEST:
CITY CLERK
c:'twpwin60'tNpdocsIhotol'llrndleas.rso
fJRM APPROVED
LEGAL DEPT"
By
~
J "" J
J-I~~<;)
Date
2
CI\TY OF
MIAMI
BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. ~
FROM:
Mayor Seymour Gelber and
Members of the City Commission
Roger M. Carlton ~ It),. ---'
City Manager I~
DATE: January 18. 1995
TO:
Laurence Feing01d~~ ~q-
City Attorney (I
SUBJECT:
RESOLUTIONS OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, RATIFYING THE ACTIONS
OF THE MIAMI BEACH REDEVELOPMENT AGENCY IN AUTHORIZING
THE CHAIRMAN AND SECRETARY TO EXECUTE CONTRACTS
PROVIDING FOR THE PURCHASE BY THE AGENCY OF THE FEE
SIMPLE INTEREST IN THE SHORECREST HOTEL,
1535 COLLINS AVENUE, MIAMI BEACH, FLORIDA AND THE
GROUND LEASEHOLD INTEREST IN THE SHORECREST HOTEL,
1535 COLLINS AVENUE, MIAMI BEACH, FLORIDA, WHICH
PERTAIN TO A REDEVELOPMENT PROJECT WITHIN THE CITY
LIMITS, AND TO AUTHORIZE THE AGENCY TO TAKE ALL
INCIDENTAL ACTIONS IN CONNECTION THEREWITH
RECOMMENDATION:
The Administration and the City Attorney recommend that the Mayor
and City Commission of the City of Miami Beach, Florida ratify the
actions of the Miami Beach Redevelopment Agency authorizing the
Chairman and Secretary to execute contracts to (1) purchase the fee
simple interest in the Shorecrest Hotel, 1535 Collins Avenue, Miami
Beach, Florida; and (2) to purchase the ground leasehold interest
in the Shorecrest Hotel, 1535 Collins Avenue, Miami Beach, Florida.
BACKGROUND:
The Shorecrest Hotel has been identified as a portion of the site
upon which an African-American owned hotel will be built. As with
the acquisition of the real estate in connection with the hotel
project being negotiated with Loews, the Agency desires to acquire
the land in order to facilitate the development of the hotel
project.
The ownership of the Shorecrest Hotel consists of a fee simple and
a ground leasehold interest. Therefore, it is necessary to execute
two contracts for the purchase.
786
AGENDA ITEM R -1-.1:.-
DATE~
CONCLUSION,
It is jointly recommended by the Administration and the City
Attorney that the Mayor and City Commission ratify the actions of
the Miami Beach Redevelopment Agency authorizing the Chairman and
Secretary to execute contracts to purchase the fee simple interest
in the Shorecrest Hotel and the ground leasehold interest in the
Shorecrest Hotel which pertain to a redevelopment project within
the City limits, and to authorize the Agency to take all incidental
actions in connection therewith.
HSM:LMW:jm
78'7