290-98 RDA
RESOLUTION NO.
290-98
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY,
APPROVING A REVISED PURCHASE AND SALE
AGREEMENT IN THE AMOUNT OF $670,000 FOR THE
PROPERTY LOCATED AT 224 23RD STREET, MIAMI
BEACH, FLORIDA, AS A SITE FOR THE CULTURAL
CENTER; AUTHORIZING THE CHAIRMAN AND
SECRETARY OF THE MIAMI BEACH REDEVELOPMENT
AGENCY TO EXECUTE THE REVISED PURCHASE AND
SALE AGREEMENT.
WHEREAS, the City of Miami Beach (the "City") and the Miami Beach Redevelopment
Agency ("RDA") are proceeding with their goal of economic stimulation and development by
assisting in the development of a cultural center, consisting of a Metro-Dade Regional Library, the
site for the Miami City Ballet facility, a parking garage, and other related facilities (the "Cultural
Center") within the City Center/Historic Convention Village Redevelopment and Revitalization
Area; and
WHEREAS, for the purpose of realizing the Cultural Center project, the RDA must acquire,
by purchase, donation or eminent domain, property located at 224 23rd Street, Miami Beach, Florida
(the "Property"), being legally described on Exhibit "A" attached hereto and incorporated by
reference herein; and
WHEREAS, the Mayor and City Commission, by Resolution No. 92-20646, and the Dade
County Commission, by Resolution No. R-14-93, declared the area known as the City
CenterIHistoric Convention Village Redevelopment and Revitalization Area, which includes the
PropertY, to be a Redevelopment Area in which conditions of slum and blight have been
demonstrated to exist; and
WHEREAS, on July 2, 1997, the Chairman and Members of the RDA approved a
Resolution, finding, determining, and declaring the acquisition of the Property to be a public
necessity and in the best interest of the City, and further authorizing the RDA to institute eminent
domain proceedings on the Property to acquire fee simple title to same for use in connection with
the City CenterIHistoric Convention Village Redevelopment and Revitalization Area Cultural Center
project; and
WHEREAS, the City has appropriated funds for acquisition and construction of components
of the Cultural Center, including, but not limited to, the Metro-Dade Regional Library, the site of
the Miami City Ballet facility, a parking garage and other related facilities and such funds will be
made available to the RDA; and
WHEREAS, the appraiser, lB. Alhale & Associates, has submitted his appraisal on the
Property, certifying a value of $630,000 on the Property; and
EXHIBIT A
224 23rd Street
Miami Beach, Florida
Legal Description
Lots 7, 9 and 11, less the northern 10 feet for right-of-way, and the northern 25 feet of Lots 10 and
12, Block 2, Miami Beach Improvement Company Subdivision, as recorded in Plat Book 5, Page
7 of the Public Records of Dade County, Florida.
F:\ATfOlLEVURFri'iO&ORDlC\ II.TCTR2.RlM
WHEREAS, the Agency adopted Resolution No. 279-97 on July 16, 1997, and approved
a Purchase and Sale Agreement for the acquisition of the Property for a purchase price of $670,000;
and
WHEREAS, certain provisions in the aforesaid Purchase and Sale Agreement are no longer
necessary and it is now desirable to change certain terms thereof by the execution of a revised
Purchase and Sale Agreement, which has been negotiated, and which is attached and incorporated
herein as Exhibit liB;" and
WHEREAS, it is in the best interest of the Agency to purchase the Property and avoid the
expenses of an eminent domain proceeding.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CHAIRMAN AND THE
MIAMI BEACH REDEVELOPMENT AGENCY, that the Chairman and Miami Beach
Redevelopment Agency herein approve the attached revised Purchase and Sale Agreement in the
amount of $670,000 for the Property located at 224 23rd Street, Miami Beach, Florida, as a potential
site for the Cultural Center; and herein authorize the Chairman and the Secretary to execute the
Purchase and Sale Agreement subject to the aforesaid terms.
PASSED AND ADOPTED this 4th day of March, 19Yff.1t
CHAIRMAN
ATTEST:
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SECRETARY
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUnON
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Genernl C0'm~~1
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Date
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Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673- 7295
Fax: (305) 673- 7772
REDEVELOPMENT AGENCY MEMO NO. 98-7
March 4, 1998
TO: Chairman and Members of the Board
of the Miami Beach Redevelopment Agency
FROM: Sergio Rodriguez
Executive Director
SUBJECT: ACQUISITION OF TH PROPERTY IDENTIFIED AS 224 23RD STREET
WITHIN THE SITE OF THE PROPOSED CULTURAL CAMPUS
RECOMMENDATION:
Approve the Resolution.
BACKGROUND:
As directed by the City Commission at the June 18, 1997 meeting at
which the plans for the proposed Cultural Campus were presented and
approved, the Administration attempted to negotiate with owners and
lessees of the property identified for this purpose.
On June 30, 1997, a negotiation session was held with John King,
the owner of the property identified as 224 23rd Street, as
described in the attached legal description. At that time, an
agreement to purchase said property at a price of $670,000 was
reached. This amount is $40,000 above the appraised value of
$630,000 established in the report prepared by J. B. Alhale and
Associates in May, 1997.
On July 16, 1997, the members of the Redevelopment Agency approved
the purchase of the subject property by adopting Resolution No.
279-97. The contract executed with Mr. King provided that the
Agency would pay the first $5,000 of any necessary environmental
remediation and $10,000 of the purchase price of the property would
be placed in escrow for up to six months and used, if necessary,
for the next $10,000 of environmental remediation. Any balance
over $15,000 would be paid by the Agency.
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AGENDA ITEM 2-F
March 4, 1998
The Agency has received a Phase I Environmental Site Assessment and
Phase II Sampling and Analysis, dated February 1998, from
Environmental Resources Management, the Agency's environmental
consul tant, which does not indicate that there are any maj or
environmental problems. The "Conclusions" section of the report is
attached hereto as Exhibit "A". Costs for environmental
remediation will not exceed $5,000. See attached memorandum from
Bruce Henderson, the City's environmental coordinator, dated
February 26, 1998.
Mr. King has requested that the provision for the escrow of $10,000
be stricken from the form of the contract, and that final contract
be in substantially the form attached hereto as Exhibit "B". The
title work is complete and the transaction should close within two
weeks.
ANALYSIS:
Based on the information provided above, the Administration
considers the escrow of $10,000 for environmental remediation to be
unnecessary.
CONCLUSION:
It is recommended that the Agency Board approve the attached
Resolution authorizing acquisition of the above-described property
pursuant to the revised Purchase and Sale Agreement attached to the
Resolution.
Attachments
SR'HSM,~,jrn
EXHIBIT A
224 23rd Street
Miami Beach, Florida
Legal Description
Lots 7,9 and 11, less the northern 10 feet for right-of-way, and the northern 25 feet of Lots 10 and
12, Block 2, Miami Beach Improvement Company Subdivision, as recorded in Plat Book 5, Page
7 of the Public Records of Dade County, Florida.
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REPORT
EXHIBIT "A"
Phase I Environmental Site
Assessment and
Phase II Sampling and Analyses
Former Restaurant Property
224 23rd Street
Miami Beach, Miami-Dade County, Florida
February 1998
Prepared for
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Prepared by
Environmental Resources Management
5805 Blue Lagoon Drive, Suite 350
Miami, Florida 33126
(305) 267-6667
Project Number 773.01
II
ERM
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CONCLUSIONS
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ERM has evaluated the information gathered through an environmental records
review, site reconnaissance, interviews, review of aerial photographs, and a review
of documents regarding the site's history and overall environmental conditions at
facilities surrounding the subject site. This information has been used to develop
the conclusions and recommendations presented below concerning the potential
for adverse environmental conditions at the subject site.
ERM performed the Phase I ESA of the subject site in confor'mance with the scope
and limitations of the ASTM Standard E 1527-97, Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment
Process. This Phase I ESA has revealed the following evidence of recognized or
potentially adverse environmental conditions in connection with the subject site:
.
Based on the date of construction of the building (1924) potential ACM
may be present. It is understood by ERM that an asbestos survey
conducted by a certified asbestos consultant will be used to make the final
determination regarding the presence of asbestos at the site.
'"
· Based on the age and construction of the facility, lead-based paint may be
present on interior and exterior walls. Proper procedures and care should
be exercised, if future renovations require disturbance of these materials.
A final determination of presence of lead-based paint can only be made
through the performance of an assessment by a:certified lead-abatement
company or laboratory.
· Based on the soil screening results presented, indications are there has not
been a petroleum discharge in the three areas investigated during this
assessment. Results of the ground water quality investigation however did
indicate the presence of low level volatile compounds (ethylbenzene and
xylenes) at concentrations well below County and State ground water
guidance levels. While these compounds indicate a historical release of
petroleum-type compounds from an unknown source, the fairly consistent,
low-level concentrations detected across the site suggest a potential
background water quality issue, rather than a nearby discharge source.
The potential presence or former presence of a UST or an on-site historical
discharge cannot be ruled out based on the information currently available. .
. Although no soil and/or ground water impacts exceeding published
standards were identified during this investigation, it should be understood
that this investigation was limited to the assessment of three specific areas
of the property thought to represent the highest probability of encountering
ENVIRONMENTAL RESOURCES MA1'-IAGEMENT 6-1
773.01 ISECTION.(6)\GA.MU\022098
such impacts, if present. However, without conducting a more extensive
soil boring assessment and/or subsurface survey of the complete property,
it is not possible to substantiate the absence of impacted media elsewhere
on the property.
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ENVIRONMENTAL RESOURCES MANAGEMENT 6-2
m.o 1\SECTION.(6)\GAM\2\022098
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PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the "Agreement"), dated March 5, 1998 by and between POLKIN,
INC., a Florida corporation ("Seller"), and MIAMI BEACH REDEVELOPMENT AGENCY, a Florida municipal
corporation ("Buyer"):
WITNESSETH:
In consideration of the mutual agreements herein set forth the parties hereto agree as follows:
1. Definitions. The following terms when used in this agreement shall have the following meanings:
1.1 "Acceptance Date" means the Effective Date.
1.2 "Buyer" means Miami Beach Redevelopment Agency, a Florida municipal corporation.
1.3 "Cash to Close" means the balance of the Purchase Price subject to the adjustments and
prorations as hereinafter described.
1.4 "Closing" or "Close" means the delivery of the Deed and other closing documents to Buyer
concurrently with the delivery of the Purchase Price to the Seller as hereinafter provided.
1.5 "Closing Date" means March 5, 1998 at 10:00 a.m., or such other date and time as may be
determined in accordance with this Agreement
1.6 "Deed" means the Statutory Warranty Deed which conveys the Property from Seller to Buyer.
1.7 "Effective Date" means the latest date this Agreement is executed by either Buyer or Seller.
notwithstanding that this Agreement shall have been dated the date first written above.
1.8 "Governmental Authority(ies)" means any federal, state, county, municipal or other governmental
department, entity, authority, commission, board, bureau, court, agency or any instrumentality of
any of them which has jurisdiction over the Seller, the Buyer, or the Property.
1.9 "Governmental Requirements(s)" means any law, enactment, statute, code, ordinance, rule,
regulation, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization,
agreement, or other direction or requirement of any Governmental Authority now existing or
hereafter enacted, adopted, promulgated, entered, or issued applicable to the Seller, the Buyer, or
the Property or to any appurtenance, structure, use or facility, on or adjacent to, or proposed for,
the Property.
1.10 "Permitted Exceptions" means those matters set forth in Title Commitment No. C-2602785 issued
by Attorney's Title Fund, Inc., attached hereto as Exhibit "A" and by this reference made a part
hereof.
1.11 "Property "means the land located at 224 23rd Street, Miami Beach, Florida, and legally described
as Lots 7, 9 and 11, less the northern 10 feet for right-of-way, and the northern 25 feet of Lots 10
and 12, Block 2, Miami Beach Improvement Company Subdivision, as recorded in Plat Book 5,
Page 7 of the Public Records of Dade County, Florida (the "Land"), together with the Property
Rights (as defined herein). Tax Folio No. 02-3226-001-0460.
F:IA TTOILEVLIAGREEMNT\KING2.PUR
1.12 "Property Rights" means all of Seller's right, title and interest, if any, in and to: all site
improvements of the Land: all tenements, hereditaments, rights, privileges and appurtenances
relating or belonging to the Land or in anywise appertaining; any and all easements; all water and
sewer access and water and sewer use rights and allocations; all storm water drainage, use rights
and allocations; all utility hookup and service rights; all grants, rights or other agreements affecting
the land or comprising 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 avenue, opened or proposed. in front of or adjoining the Land, to the center line thereof, and to
any strips or gores adjoining the land or any part thereof and, subject to the provisions of this
Agreement, any and all sums of money and rights to receive money which Seller has or may acquire
by reason of the taking by lawful authority throughout exercise of eminent domain or deed or
agreement in lieu thereof of any rights, property or thing of value described herein or any part
thereof, including any award or payment made or to be made by reason of the change of grade of
any street. Seller shall execute and deliver to Buyer, at Closing and any time 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,
outstanding bills and encumbrances.
1.13 "Seller" means Polkin, Inc., a Florida corporation.
1.14 "Title Commitment" means that Title Insurance Commitment to be issued by the Title Company
through its duly authorized agent as selected by Buyer proposing to insure Buyer's purchase of the
Property. Buyer may use a pro forma commitment or status of title report as the Title Commitment.
1.15 "Title Company" means such AL T A member title underwriter selected by Buyer.
1.16 "Title Policy" means an AL T A Form B (most current marketability form) owner's title insurance
policy, issued pursuant to the Title Commitment, with the standard exceptions deleted including for
survey matters, the gap, parties in possession and liens, which title policy shall be in the amount
of the Purchase Price, insuring Buyer's title to the Property, subject only to the Permitted
Exceptions.
2. Purchase and Sale. Seller agrees to sell and convey the Property to Buyer and Buyer agrees to purchase
and acquire the Property from Seller on the terms and conditions herein set forth.
3. Purchase Price. The Purchase Price shall be $670,000, subject to prorations and adjustments.
4. Evidence of Title.
4.1 Title Commitment. Buyer acknowledges that it has obtained a Title Commitment for the full
amount of the purchase price and providing for the Title Company to insure the "gap" upon delivery
of appropriate documentation by Seller and the deletion of the standard printed exceptions upon
delivery of the customary documentation from Seller.
4.2 Title Policy. The Title Policy shall be issued by Gerald K. Schwartz, Esq., 1101 Brickell Avenue,
Suite M-100, Miami, Florida 33131, as agent for the Title Company, pursuant to the terms of the
Title Commitment, as endorsed by any endorsements issued subsequent to the effective date of
the Title Commitment. All costs and expenses relating directly to the Title Commitment (excluding
the costs related to curing, removing and satisfying title objections), any endorsements, and the Title
Policy premium, shall be paid by Buyer.
F:IA TTOILEVLIAGREEMNTIKING2.PUR
Page 2
4.3 Survey.
A. Buyer acknowledges that it has received a copy of any survey of the land. Prior to closing,
the Buyer may obtain, at its expense, one or more surveys (the "Survey") of the Land
containing such details and certifications, and prepared under such format, as Buyer may
require. At Buyer's option, the Survey may be updated to show the location of any title
matter of record, whether or not same are Permitted Exceptions, and such other matters
as requested by Buyer or Title Company.
B. If the Survey (or any update thereof) shows any encroachment on the Land, or that any
improvement located on the Land encroaches on the land of others, or if the survey shows
any other defect or objection to Buyer, including any matter which would affect either the
marketability of title to the Property or the use of the Property. Buyer may elect, in its sole
and absolute discretion, to cancel this Agreement prior to closing or may Close.
5. Inspections and Condition in Which Property is Being Sold.
5.1 Buyer represents that it has made an inspection of the Property prior to the date of this Agreement.
Seller makes no warranties as to the condition of the Property except as specifically set forth in this
Agreement. Notwithstanding the foregoing, Buyer may reinspect the condition of the Property on
or before the Closing Date and Buyer may terminate this Agreement if, in Buyer's reasonable
judgment, there is any adverse condition of the Property revealed by such reinspection which arose
after the expiration of the Diligence Period.
5.2 The Property, including the building thereon and any contents thereof, are being sold "as is." Buyer
acknowledges that the building is in need of repair and under these circumstances the Seller and
Buyer hereby agree that the Seller may prohibit access for anyone for any purpose to enter the
building and the Property, other than for inspections to which the Buyer is entitled under this
Agreement (at which times a representative of the Seller shall be present), until legal title has been
transferred to the Buyer at the Closing. The sale of the Property is expressly not contingent on the
condition of the building, improvements, structure or contents thereof. This Agreement does not
require the Seller to secure the building, roof, windows or doors.
6. Seller's Representations and Warranties. Seller hereby represents and warrants to the Buyer the
following matters. The representations and warranties shall all be true and correct as of Closing and shall
be certified, confirmed and updated by the Seller at Closing by delivery of a Certificate as of the Closing Date
in a form reasonably acceptable to Buyer as of and through the date of Closing and as an inducement to
the Buyer to Close under this Agreement.
6.1 Seller's Authority and Performance. Seller has legal right and ability to sell the Property pursuant
to this Agreement. The execution and delivery of this Agreement by Seller and the consummation
by Seller of the transaction contemplated by this Agreement is within Seller's capacity and all
requisite action, corporate and otherwise, has been taken to make this Agreement valid and binding
on Seller and its partners and their respective officers, directors, shareholders and creditors, in
accordance with its terms. Seller is not a foreign entity and there is no requirement for withholding
of any portion of the Purchase Price for Federal income tax purposes and an appropriate affidavit
to the foregoing effect will be delivered at Closing. Seller will promptly pay for, perform and comply
with all covenants, agreements, representations and warranties contained in this Agreement.
6.2 No Legal Bar. The execution by Seller of this Agreement and the consummation by Seller of the
transactions hereby contemplated does not, and on the Closing Date will not, result in a breach of,
or default under, any indenture, agreement, lease, instrument or obligation to which Seller is a party
F:IA TTOILEVLIAGREEMNT\KING2.PUR
Page 3
and which affects all or any portion 0 the Property, or to Seller's knowledge, constitutes a violation
of any Governmental Requirement. To Seller's knowledge, the Property is not the subject of a right
of first refusal, option, lease, use agreement, or agreement to purchase, or any restriction on sale
in favor of any other person or entity.
6.3 No Default or Insolvency. Seller is not in default under any indenture, mortgage, deed of trust,
loan agreement, lease or other agreement or obligation to which Seller is a party or which affects
any portion of the Property. Seller is not insolvent and will not be rendered insolvent by this
Agreement or the consummation of the transactions contemplated hereby.
6.4 Title. Seller is the owner of the Property in fee simple absolute and has good and marketable title
to the Property, free and clear of all liens, encumbrances and restrictions of any kind, except the
Permitted Exceptions and encumbrances of record which will be paid by Seller from its own funds
at Closing or from the funds delivered by Buyer at Closing. The Seller is not a party to, and the
Property is not affected by, any service, maintenance or property management agreement,
declaration of condominium, homeowner's agreement, restrictive covenants, or any contract or other
agreement of any kind except those described in the Permitted Exceptions, 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, mortgages, liens and encumbrances affecting the Property are less
than the Purchase Price and the Cash to Close shall be applied to satisfy and fully pay for all such
times before any distribution thereof to Seller. Seller shall not further encumber, mortgage or lien
the Property in any respect which would prevent Closing in accordance with the terms of this
Agreement.
6.5 Litigation. There are no actions, suits, violations, citations, claims, notices, proceedings or
investigations pending or, to the knowledge of Seller, threatened against Seller or the Property
affecting any portion of the Property.
6.6 Environmental Condition and Environmental Audit. Seller has not received any written notice
from any person, entity or Governmental Authority regarding any actual or potential adverse
environmental condition or any Adverse Environmental Substances on, about or under the Property.
As a condition to closing, there shall not be used, manufactured, located, stored or disposed of on,
under or about the Property any Adverse Environmental Substances. The term "Adverse
Environmental Substances" is defined to mean asbestos, radon, PCB's, oil or other petroleum
based products, chemicals, any noxious, hazardous, offensive, explosive or toxic substances or
water, or any "Hazardous Materials" or "Toxic Substances," as such terms are defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. 9601 et. seq., Hazardous Materials Transportation, 49 U.S.C. 1801, et. seq., the
Resource Conservation and Recovery Act., 42 U.S.C. 6901, et. seq., and in the regulations adopted
in publications promulgated pursuant to any of the above stated laws, which remains on the
Property or which would require any cleanup, treatment or other action pursuant to any applicable
law or any environmental audit of the Property.
Notwithstanding anything to the contrary contained herein, Buyer acknowledges that it has
performed such environmental testing of the Land as it deemed necessary for the purposes of this
transaction, and Buyer agrees to purchase said Land in "as is" condition. Seller shall not bear any
responsibility for environmental remediation, if any, other than for a breach of the representation
contained in the immediately preceding paragraph.
6.7 Parties in Possession. There are no parties other than Seller in possession or having a right to
possession of any portion of the Property other than Buyer in accordance with this Agreement.
F:IATTO\LEVLIAGREEMNT\KING2.PUR
Page 4
6.8 No Other Representations and Warranties. Except as expressly set forth in this Agreement,
Seller has not made any warranties or representations concerning the Property or any component
therein, including, without limitation, the condition of Property and any improvements located
thereon, the concurrency status of the Property, the zoning or other land use restrictions affecting
the property, the compliance of the Property or any part thereof with any Governmental
Requirement, the use or existence or prior use or existence of Hazardous Materials on the Property;
or the accuracy or completeness of any statement or other matter previously disclosed to Buyer.
Except as specifically provided for in this Agreement, there are no expressed or implied warranties
given to Buyer in connection with the sale of the Property. Except as expressly set forth in this
Agreement, Seller does hereby disclaim any and all warranties of merchantability, habitability and
fitness that may be due from Seller to Buyer.
6.9 Survival. The aforementioned representations shall be true as of Closing and shall expressly
survive the Closing and the Closing shall not be demand a waiver of any remedies for Seller not
having completed or rendered true and correct any particular representation or warranty.
7. Buyer's Remedies for Seller's Failure of a Representation or Warranty.
7.1 If any representations or warranty set forth in this Agreement is not true and correct, then Seller
shall notify Buyer in writing within two (2) days after Seller ascertains such condition, but in any
event by Closing.
7.2 If, at Closing, any of Seller's representations or warranties set forth in this Agreement are not true,
then Buyer may either; (a) terminate this Agreement by written notice thereof to Seller, in which
event all monies expended by Buyer in connection with this Agreement (including, but not limited
to, inspections, environmental assessments, surveys and title examinations), shall be paid by Seller
to Buyer upon demand, and shall in no event exceed $5,000 and which written notice shall include
such supporting data as reasonably necessary, and thereupon the parties shall be relieved of all
further obligations under this Agreement; or (b) elect to close under this Agreement notwithstanding
the failure of such representation or warranty, provided, however, that any such election by Buyer
shall not be a waiver of, and Seller shall remain obligated under, any of the other provisions of this
Agreement including those relating to curing and paying for any title objections and the provisions
relating to a Seller default.
7.3 Seller's representations and warranties under this Paragraph 7 shall survive Closing.
8. Agreement in Lieu of Condemnation. Buyer represents and warrants to Seller that the Property is a
proposed site for condemnation by Buyer, and that if this transaction shall Close in accordance with the
terms of this Agreement, then the purchase of the Property hereunder shall occur in lieu of any
condemnation by the Buyer. The Seller is selling the Property in lieu of eminent domain condemnation.
9. Buyer's Representations and Warranties. Buyer hereby represents and warrants to the Seller as of the
Effective Date and as of the Closing Date that Buyer has full and complete authority to purchase the
Property and to comply with the terms of this Agreement, and the execution and delivery of this Agreement
by Buyer and the consummation by Buyer of the transactions hereby contemplated are within Buyer's
capacity and all requisite action has been taken to make this Agreement valid and binding on Buyer in
accordance with its terms.
10. Closing. The Closing shall commence at 10:00 a.m. on the Closing Date and shall take place at the office
of Buyer's attorney in Dade County, Florida, or at such other place and time as shall be mutually agreed
upon by Buyer and Seller.
F:IA TTOILEVLIAGREEMNT\KING2.PUR
Page 5
11. Seller's Closing Documents. At Closing, Seller shall deliver the following documents ("Seller's Closing
Documents") to Buyer or Buyer's Attorney and title agent. Copies of Seller's Closing Documents shall be
delivered to Buyer or Buyer's Attorney and title agent for review and approval at least three (3) business
days prior to the Closing Date.
11.1 Deed. The Deed which shall be duly executed and acknowledged by Seller so as to convey to
Buyer good and marketable fee simple title to the Property free and clear of all liens, encumbrances
and other conditions of title other than the Permitted Exceptions.
11.2 Lien Affidavit. A lien affidavit in form reasonably required by Buyer attesting that, among other
things, (a) no individual, entity or Governmental Authority has any claim against the Property under
the applicable construction lien law, (b) no individual, entity or Governmental 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 Agreement, (c) no improvements to the Property have bee made for which
payment in full has not been made, and (d) the property is free of all lines, claims and
encumbrances (other that the Permitted Encumbrances), and there are no outstanding bills
pertaining thereto.
11.3 Gap Affidavit. An affidavit in form and content reasonably satisfactory to the Title Company to
facilitate the insuring of the "gap;" i.e., the deleting as an exception to the Title Commitment of any
matters appearing between the effective date of the Title Commitment and the effective date of the
Title Policy.
11.4 FIRPTA. A FIRPTA Non-Foreign Entity Transferor Certificate, Exemption Certificate or provide for
withholdings, in accordance with Section 1445 of the Internal Revenue Code.
11.5 Form 1099-B. Such federal income tax reports respecting the sale of the property as are required
by the Internal Revenue Code of 1986, as amended.
11.6 B-1 Requirements. Any documents required in Schedule B-1 of the title Commitment with the
exception of any documents pertaining to the Buyer.
11.7 Representations and Warranties Certificate. A certificate of the Seller's President restating and
confirming and certifying the truth and accuracy of, and the full payment and performance of, all of
Seller's representations and warranties contained in this Agreement as of the Closing Date.
11.8 Resolution. A certified resolution and incumbency certificate of the Seller (including Seller's
directors and shareholders), authorizing the entering into, execution and consummation of this
Agreement, and the consummation of the transactions herein contemplated and the incumbent
officers, as applicable, authorized to execute documents for Seller.
11.9 Organizational Documents. A certificate of good standing and certified copies of the
organizational documents, and as needed any document evidencing the qualifications to do
business in Florida and any other documents reasonably required by Buyer and the Title Company.
11.10 Other Documents. Any other documents required by this Agreement which Seller is obligated to
deliver or to cause to be delivered and any other documents reasonably required by Buyer and the
Title Company.
12. Buyer's Closing Documents. At Closing, the Buyer shall deliver the following documents ("Buyer's Closing
Documents"). Copies of Buyer's closing Documents shall be delivered to Seller or Seller's Attorney for
review and approval not less than three (3) business days prior to the Closing Date.
F:IA TTOILEVLlAGREEMNTIKING2PUR
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12.1 Certification. A certificate of Buyer authorizing the entering into and execution of this Agreement
and the consummation of the transaction herein contemplated.
12.2 Closing Statement. A Closing Statement showing all credits, costs, charges and other matters
relating to the Property as set forth in this Agreement, including a tax proration agreement to
incorporate the obligations set forth in Paragraph 14.1 of this Agreement
12.3 Representations and Warranties Certificate. A certificate confirming the status of all of Buyer's
representations and warranties as of the Date of Closing.
12.4 Cash to Close. The total amount of the Purchase Price, subject to prorations and adjustments.
13. Closing Procedure. The Closing shall proceed in the following manner:
13.1 Transfer of Funds. At Closing, Buyer shall wire transfer to Seller the Cash to Close or pay same
by check.
13.2 Delivery of Documents. Buyer shall deliver Buyer's Closing Documents and Seller shall deliver
Seller's Closing Documents to one another at Closing.
14. Closing Costs, Taxes, Prorations.
14.1 Taxes. Real estate 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 Closing, taxes for the year of Closing are
determined to be higher or lower than as prorated, a re-proration 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-proration shall be made within ten (1) days following demand therefore.
14.2 Seller's Closing Costs. Seller shall pay for the following items from its own funds at or before
Closing:
(a) All certified, confirmed or ratified special assessment liens though the date of Closing. If
the improvements pertain to governmental improvements which improvements have been
substantially completed as of the Effective Date, such liens shall be considered as certified,
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;
(b) Matters required to be paid to obtain clear title subject to the limitations contained in Article
4;
(d) Documentary stamp tax and surtax to be affixed on the Deed.
14.3 Buyer's Closing Costs. Buyer shall pay for the following items at the time of Closing:
(a) the cost of recording the Deed;
(b) the premium for the Title Policy;
(c) the costs for Buyer's survey.
F:IA TTOILEVLIAGREEMNTIKING2PUR
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15. Possession. Full and complete possession of the Property shall be delivered to Buyer at Closing.
16. Default.
16.1 Buyer's Default. If this transaction fails to close due to a refusal or default by Buyer, and provided
Seller is not in default of this Agreement and all conditions precedent to Closing are satisfied, the
Seller shall give written notice to Buyer of each default and Buyer shall have ten (10) days to cure
such default, excepting that Buyer shall not be entitled to any notice if it fails to close the within
transaction on the Closing Date. If Buyer defaults by failing to close the within transaction on the
Closing Date, and provided such failure to close is not due to a Seller default, then the Buyer shall
be deemed in default hereunder without any further notice or right to cure. If Buyer so defaults and
the default is not timely cured, then the Buyer shall be deemed in default hereunder without any
further notice or right to cure. If Buyer so defaults and the default is not timely cured, then Seller
shall have the right to exercise any or all legal remedies, including, but not limited to, the right to
compel specific performance.
16.2 Seller's Default. If this transaction fails to close due to a refusal or default by Seller, Buyer shall
give written notice to Seller of such default and Seller shall have ten (10) days to cure such default,
excepting that Seller shall not be entitled to any notice if it fails to close the within transaction on the
Closing Date. If Seller defaults by failing to close the within transaction on the Closing Date, and
provided such failure to close is not due 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
not timely cured, then Buyer shall have the right to exercise any or all legal remedies, including, but
not limited to, the right to compel specific performance.
17. Real Estate Brokers. Seller and Buyer represent and warrant to each other that neither of them has dealt
or consulted with any real estate brokers, salesmen or finders in connection with this transaction. Seller and
Buyer hereby mutually agree to indemnify, save and hold each other harmless from and against any and
all losses, damages, claims, costs and expenses (including attorney's fees and expenses) in any way
resulting form or connected with any claims or suits for a broker's or salesman's commission, finder's fee
or other like compensation, made or brought by any person or entity resulting from its own acts, except as
aforesaid. This provision shall survive Closing and the delivery of the Deed to Buyer.
18. Notices. Any notices required to be given by the terms of this Agreement or under any applicable law by
either party shall be in writing and shall be either hand-delivered or sent by certified or registered mail,
postage prepaid, return receipt requested, or sent via Federal Express or other similar courier service, and
such notice shall be deemed to have been given when postmarked, when hand-delivered or when sent via
courier service in accordance with the terms of this Paragraph. Such written notice shall be addressed as
follows:
To The Buyer:
MIAMI BEACH REDEVELOPMENT AGENCY
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
Office: (305) 673-7010
Fax: (305) 673-7002
with a copy to:
Murray H. Dubbin, General Counsel
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Office: (305) 673-7470
F:IA TTOILEVLIAGREEMNTIKING2.PUR
Page 8
Fax: (305) 673-7002
To the Seller:
Mr. John King
President
POLKIN, INC.
P.O. Box 161379
Miami, FL 33116
Office: (305) 762-8308
Notice delivered to counsel for a party shall be deemed delivery of notice to the party.
19. Assignment. This Agreement is not assignable by Seller.
20. Radon Gas. Notice to prospective purchaser. Radon gas is a naturally occuring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present a health risk to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be obtained from your
county health unit, pursuant to Section 404.056(8), Florida Statutes.
21. Miscellaneous. All of the provisions of this Paragraph shall be deemed to survive Closing.
21.1 Counterparts. This Agreement may be executed in any number of counterparts, anyone and all
of which shall constitute the Agreement of the parties. The paragraph headings herein contained
are for the purposes of identification only and shall not be considered in construing this Agreement.
21.2 Amendment. No modification or amendment of this Agreement shall be of any force or effect
unless in writing executed by both Seller and Buyer.
21.3 Attorneys' Fees. If any party obtains a judgment against any other party by reason of any litigation
arising out of this Agreement, reasonable attorney's fees and costs may be recovered and may be
included in such judgment.
21.4 Governing Law and Venue. This Agreement shall be interpreted in accordance with the laws of
the State of Florida, both substantive and remedial. Venue shall be in Dade County, Florida.
21.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assignees of the parties hereto.
21.6 Computation of Dates. If any date computed in the manner herein set forth falls on a legal holiday
or non-business day or non-banking day, then such date shall be extended to the first business day
following said legal holiday or non-business day or non-banking day.
21.7 Time is of the Essence. Time is of the essence with respect to all items stated in this Agreement.
Failure of either party to close this transaction on the Closing Date without default on the part of the
other party shall be considered a default in this Agreement. The provisions herein contained shall
be strictly construed for the reason that both parties intend that all time periods provided for in this
Agreement shall be strictly adhered to.
21.8 No Recordation of Agreement. This Agreement may not be recorded in any Public Records.
21.9 Further Assurances. Each of the parties hereto, without further consideration, agrees to execute
and delver such other documents, and to take such other action, whether prior or subsequent t 0
P:IA TTOILEVLIAGREEMNTIKING2.PUR
Page 9
the Closing may be necessary to more effectively consummate the purposes or subject matter
hereof.
21.10 Survival. Unless otherwise specifically stated to the contrary in this Agreement, the provisions of
this Agreement and the applicable payment and performance obligations of the parties set forth in
this Agreement shall survive Closing and delivery of the Deed of conveyance and shall survive
termination of this Agreement,
IN WITNESS WHEREOF, each of the parties hereto has signed this Agreement as of the day and year
appearing below their respective signatures.
WITNESSES:
SELLER:
POLKIN, INC., a Florida Corporation
By:
John King, President
Date:
,1998
ATTEST:
BUYER:
MIAMI BEACH REDEVELOPMENT AGENCY,
a Florida municipal corporation
By: (SEAL)
Robert Parcher, Secretary Neisen O. Kasdin, Chairman
Date: , 1998
F:IATTOILEVLIAGREEMNT\KING2.PUR
Page 10
EXHIBIT A
PERMITTED EXCEPTIONS
See Schedule B. II. attached to Attorneys' Title Fund, Inc., Commitment to Insure Title, No. C-2602785 attached
hereto and by this reference made part hereof.
F:IA TTOILEVLlAGREEMNTlKING2PUR
the Closing may be necessary to more effectively consummate the purposes or subject matter
hereof.
21.10 Survival. Unless otherwise specifically stated to the contrary in this Agreement, the provisions of
this Agreement and the applicable payment and performance obligations of the parties set forth in
this Agreement shall survive Closing and delivery of the Deed of conveyance and shall survive
termination of this Agreement,
IN WITNESS WHEREOF, each of the parties hereto has signed this Agreement as of the day and year
appearing below their respective signatures.
WITNESSES:
SELLER:
POLKIN, INC., a Florida Corporation
By:
John King, President
Date:
,1998
ATTEST:
BUYER:
MIAMI BEACH RED~VELOPMENT AGENCY,
::Ionda munfl1tion
Neisen O. Kasdin, Chairman
(SEAL)
~<< r~
Robert Parcher, Secretary
of2~ ~a.cfi ~
Date: /Y~ ~,1998
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECunON
~~~~
. r".o
1./ U/q'j
Dote
F.IA TTOILEVLIAGREEMNnKING2.PUR
Page 10
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