93-20918 Reso '• • ♦ i 1,
RESOLUTION NO. 93-20918
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING
A CONTRACT FOR SALE IN THE AMOUNT OF
$10,000,000 AND SUBJECT TO RECEIPT OF A
CONFIRMATORY APPRAISAL AT SUCH EQUAL VALUE OR
A GREATER AMOUNT, OF THE PROPERTY IDENTIFIED
AND DESCRIBED AS THE SANDS/NEW YORKER SITE,
LOCATED AT 1601-1611 COLLINS AVENUE, MIAMI
BEACH, FLORIDA, AND LEGALLY DESCRIBED AS LOTS
1, 2, 3, 16, 17, 18, BLOCK 55, ALTON BEACH
FIRST SUBDIVISION, PLAT BOOK 2/77 OF THE
PUBLIC RECORDS OF DADE COUNTY, FLORIDA, AS A
POTENTIAL SITE FOR A HOTEL DEVELOPMENT;
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE CONTRACT FOR SALE SUBJECT TO THE
AFORESTATED TERMS.
WHEREAS, the City of Miami Beach is proceeding with its plan
for development of a major convention quality hotel and an
appropriate Request for Proposals addressing and further detailing
same has been finalized; and
WHEREAS, for the purpose of realizing the type of hotel
development contemplated by the Request for Proposals, the City
desires to acquire the property known as the Sands/New Yorker site,
located at 1601-1611 Collins Avenue, Miami Beach, Florida, and
legally described as Lots 1, 2, 3, 16, 17, 18, Block 55, Alton
Beach First Subdivision; Plat Book 2-77, of the Public Records of
Dade County, Florida (the "Sands/New Yorker site") ; and
WHEREAS, at the July 28, 1993 City Commission meeting, the
Mayor and City Commission authorized the Administration and the
City Attorney to proceed to negotiate a letter of intent to acquire
the Sands/New Yorker site; and
WHEREAS, the City's appraiser, Bob Gallaher, has submitted his
appraisal on the Sands/New Yorker site, certifying a value of
$10, 000, 000 on the property; said value consistent and within the
range specified in the letter of intent; and
WHEREAS, a sales contract for the acquisition of the Sands/New
Yorker site for a purchase price of $10, 000, 000, subject to receipt
of a confirmatory appraisal at such equal value or at a greater
amount, has been negotiated and is attached and incorporated herein
as Exhibit "A" .
NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION of the City of Miami Beach, Florida, that the Mayor and
. ' 1.
City Commission herein approve the attached contract for sale in
the amount of $10, 000,000, subject to receipt of a confirmatory
appraisal at such equal value or at a greater amount, of the
property identified and described as the Sands/New Yorker site,
located at 1601-1611 Collins Avenue, Miami Beach, Florida, and
legally described as Lots 1, 2, 3, 16, 17, 18, Block 55, Alton
Beach First Subdivision, Plat Book 2/77 of the Public Records of
Dade County, Florida, as a potential site for a hotel development;
and herein authorize the Mayor and City Clerk to execute the
contract for sale subject to the aforestated terms.
PASSED and ADOPTED this 6th day of October ,
1993 .
VIC - YOR
ATTEST:
CITY CLERK
FORM APPROVED
LEG T.
Date LO // /13
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. 5 ,393
TO: Mayor Seymour Gelber and DATE: October 6 , 1993
Members of the City Commission
FROM: Roger M. C.i
City Manager%
SUBJECT: ACQUISITION OF SANDS/NEW YORKER SITE AND OTHER POTENTIAL
SITES FOR HOTEL DEVELOPMENT AND REHABILITATION
ADMINISTRATION RECOMMENDATION:
It is recommended that the City Commission approve the following
actions:
• Authorize the Mayor and City Clerk to execute a sales contract
for the acquisition of the Sands/New Yorker site for $10
million, subject to receipt of a confirmatory appraisal at
this value or greater.
• Authorize the City Manager and City Attorney to negotiate with
the owners of the St. Moritz, the Poinciana site, the Royal
Palm and the Shorecrest to acquire the said properties based
on the appraisals and to return to the City Commission with
acquisition contracts.
BACKGROUND:
At the July 28, 1993, City Commission meeting, the City Commission
authorized the Administration and the City Attorney to proceed to
negotiate a letter of intent to acquire the Sands/New Yorker site,
and to seek appraisals on the four (4) hotel sites south of 16th
Street up to and including the Shorecrest at 1535 Collins Avenue.
The City Commission also questioned whether the Sands/New Yorker
site could physically accommodate an 800 room hotel .
The Administration has ordered and received appraisals on the
properties. Additionally, the Nichols Partnership was hired to
investigate the potential for including an 800 room hotel on the
Sands/New Yorker site.
ANALYSIS :
(a) Sands/New Yorker site
• The City' s legal counsel, David Berger, has negotiated a
sales contract (Attachment A) for the property based on
the letter of intent, originally endorsed by Commission
action.
• The City' s appraiser, Bob Gallaher, has submitted his
appraisal, certifying a value of $10 million on the
property (Attachment B) , within the range specified in
the letter of intent . 1.25
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ITEM
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• A second appraisal by an appraiser selected by the owner
and approved by the City is underway, as specified in the
letter of intent .
• The Nichols Partnership has verified that an 800 room
hotel will fit the Sands/New Yorker property within
zoning constraints, although in a tight configuration.
Mr. Nichols will be available to present his findings at
the Commission Meeting. It should be clear that the
Administration supports the larger scale acquisition to
provide a sufficient site to allow improved urban design
for the project.
Based on the work done to date, the Administration and the
legal advisors are comfortable in recommending that the City
acquire the property for the appraised value, subject to
receipt of a confirmatory appraisal at this value or greater.
(b) Historic Properties South of the Sands/New Yorker
For at least two major reasons, the City should acquire
additional properties south of the Sands/New Yorker.
1 . The St. Moritz, Royal Palm and Shorecrest hotels are in /
serious disrepair and without immediate protective action I/)
and care may be lost as a preservation opportunity. See
Companion Item # R-7-H.
2 . The Sands/New Yorker site by itself, while it can
accommodate an 800 room hotel, would become a more
attractive development opportunity and could be better
scaled to the historic district if additional property
including the street-end and the properties to the south
were added to the offering. The St . Moritz building
itself, as studied by Wallace Roberts & Todd and the
Nichols Partnership, could be preserved as an element to
the hotel .
The remaining properties; the Poinciana, Royal Palm and Shorecrest,
could become a second, smaller development opportunity with a
preserved Royal Palm as its centerpiece and with the Poinciana site
providing expansion room along with a public access corridor to the
beach; while the Shorecrest facade can be appended to either a
Royal Palm project or any potential hotel development emanating
from the Jefferson Bancroft site to the south.
Separate appraisals. were ordered for the four properties, one set
from Quinlivan appraisal and the other from HedgPeth-Gallaher. The
Quinlivan appraisals have been received and the cover letters of
each are attached. The values are as follows :
St . Moritz, 1565 Collins Ave. $ 4, 335, 000
Poinciana, 1555 Collins Ave. $ 2, 180, 000
Royal Palm, 1545 Collins Ave. $ 2, 560, 000
Shorecrest, 1535 Collins Ave. $ 2, 310, 000
Sub-Total $11,385, 000
If the Sands/New Yorker is added @ $10, 000, 000
TOTAL $21,385, 000
The second set of appraisals will be available late on Monday,
October 4, 1993 . The Administration will send the cover letter of
the appraisals to- the Commission as an Addendum as soon as they are
available. Funding for the acquisition would originally be made
available from a variety of sources possibly including resort tax,
the Gulf Breeze Loan Pool, and tax increments from the City Center
Tax Increment Financing District . Eventually, these sources would
be reimbursed from the Incentive Program bond funds .
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CONCLUSION:
City Commission authorization to acquire allows the transaction to
be completed on the Sands/New Yorker parcel and offers to be made
on the remaining four parcels . When responses are received from
the owners, additional direction will be sought from the City
Commission.
The decision to acquire or to make offers is critical to completion
of the Request for Proposals. Therefore, the Commission should
proceed with acquisition steps on the Sands/New Yorker and the
other properties as outlined above.
RMC:jph
Attachments
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• LAW OFFICES
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STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P. A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI,FLORIDA 33130
MIAMI(305)789.3200 • BROWARD(305)463-5440
FAX(305)789-3395 TAMPA OFFICE
SUITE 3300
ONE TAMPA CITY CENTER
ROBERT I. WEISSLER POST OFFICE BOX 3299
DIRECT LINE TAMPA, FLORIDA 33601
(305)789-3333
(813)223-4800
ORLANDO OFFICE
SUITE 900 BARNETT PLAZA
I October 11, 1993 ORANGE ORLANDO, FLORIDA 32801E
HAND DELIVERED (407)422.4800
Marwin S. Cassel, Esq.
Broad and Cassel
175 N. W. First Avenue
Suite 2000
Miami, Florida 33128
RE: Sale of Oceanfront site known as the Sands-New Yorker site located at
1601 Collins Avenue, Miami Beach, Florida
Dear Marwin:
In accordance with our telephone conversation I enclose herewith four (4)
original counterparts of the Purchase and Sale Agreement for the captioned
transaction which have now been executed by the Seller. The enclosed Contracts are
delivered to you subject to the following conditions and confirmations:
1 . You will cause to be delivered to me on or before Friday, October 15th
at 4:00 p.m., two (2) Contracts fully executed by Buyer. If I have not
received the Contracts as aforesaid, you are to return all four (4) original
Contracts to me by such date;
2. With reference to Paragraph 4.4 dealing with the Survey, I enclose
herewith a copy of the only Survey that we have located as of this date.
This will confirm that you will be ordering a new Survey and will advise
me of any survey objections on or before the expiration of the Diligence
Period;
3. In accordance with Paragraph 5, the Diligence Period will expire on
Wednesday, November 10th at 5:00 p.m.;
4. With reference to Paragraph 6.6, the Seller intends to do the following
to comply with such provision:
(a) Update and recertify the Phase I Report in favor of the Buyer and
specifically remediate and resolve those items (550-gallon oil
burner and soil stain) specified in the Executive Summary, page
(ii); and Conclusions, page 13. The revised Phase I Report shall
reflect that any storage tank/oil burners on or under the Property
shall , have been properly removed and abandoned and any
affected subsurface or surface soils shall be properly removed and
•
Marwin S. Cassel, Esq.
October 12, 1993
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disposed and any oil stains on the surface shall be properly
removed and disposed;
(b) Remove all trash, roofing materials and other debris that may
contain asbestos-containing materials from the site;
(c) Cause to be conducted any customary testing under a Phase I
Report for this type of property for radon gas; and
(d) Seller shall have no obligation to spend in excess of $250,000.00
for all remedial actions, provided, however that Seller shall not be
required to spend in excess of $100,000.00 (which is part of the
$250,000.00 maximum)for any adverse environmental conditions
not referenced in the existing Phase I Report. If the costs to
remediate should exceed, in the aggregate, $250,000.00 and
Seller refuses to pay such excess, then Buyer may terminate the
Contract, or agree to pay such excess and close.
I would appreciate it if you would return to me an original counterpart of this
letter signed by the Buyer.
If you have any questions please do not hesitate to contact me.
Cor
OBERT I. WEISSLER
RIW/mc
Enclosure
cc: Mr. Herman Porten (w/enclosure)
THE UNDERSIGNED, HEREBY ACKNOWLEDGES RECEIPT OF THE ABOVE
CONTRACTS AND AGREES, TO THE FOREGOING TERMS AND CONDITIONS.
THE CITY O MIAMI BEACH
By:
U - 444-1-CFORM APPROVED
LEGAL DEPT.
By .
Date It"�L—�'
STEARNS WEAVER MILLER WEISSLER ALHADEFF a SITTERSON, P.A.
MUSEUM TOWER, 150 WEST FLAGLER STREET, MIAMI, FLORIDA 33130 • TELEPHONE (305) 789-3200 '
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PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement(the "Agreement"), dated O , 1993 by and
between SANDS-NEW YORKER LIMITED PARTNERSHIP, a Florida limited partnership ("Seller"),
and CITY OF MIAMI BEACH, a Florida municipal corporation ("Buyer"):
WITNESSETH:
LAW OFFICES
STEARNS WEAVER. MILLER WEISSLER. ALHADEFF & SITTERSON, P. A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI,MI,FLORIDA 33130
MIAMI(305)789-3200 • BROwARD(305)463-5440
FAX(305)789-3395 TAMPA OFFICE
SUITE 3300
ONE TAMPA CITY CENTER
ROBERT I. WEISSLER POST OFFICE BOX 3299
DIRECT LINE TAMPA, FLORIDA 33601
(305)789-3333
(813)223-4800
ORLANDO OFFICE
SUITE 900 BARNETT PLAZA
October 11, 1993 201 SOUTH ORANGE AVENUE
ORLANDO, FLORIDA 32801
HAND DELIVERED (407)422-4600
Marwin S. Cassel, Esq.
Broad and Cassel
175 N. W. First Avenue
Suite 2000
Miami, Florida 33128
RE Sale of Oceanfront site known as the Sands-New Yorker site located at
1601 Collins Avenue, Miami Beach, Florida
Dear Marwin:
In accordance with our telephone conversation I enclose herewith four (4)
original counterparts of the Purchase and Sale Agreement for the captioned
transaction which have now been executed by the Seller. The enclosed Contracts are
delivered to you subject to the following conditions and confirmations:
1 . You will cause to be delivered to me on or before Friday, October 15th
at 4:00 p.m., two (2) Contracts fully executed by Buyer. If I have not
received the Contracts as aforesaid, you are to return all four (4) original
Contracts to me by such date;
2. With reference to Paragraph 4.4 dealing with the Survey, I enclose
herewith a copy of the only Survey that we have located as of this date.
This will confirm that you will be ordering a new Survey and will advise
me of any survey objections on or before the expiration of the Diligence
Period;
3. In accordance with Paragraph 5, the Diligence Period will expire on
Wednesday, November 10th at 5:00 p.m.;
4. With reference to Paragraph 6.6, the Seller intends to do the following
to comply with such provision:
(a) Update and recertify the Phase I Report in favor of the Buyer and
specifically remediate and resolve those items (550-gallon oil
burner and soil stain) specified in the Executive Summary, page
(ii); and Conclusions, page 13. The revised Phase I Report shall
reflect that any storage tank/oil burners on or under the Property
shall have been properly removed and abandoned and any
affected subsurface or surface soils shall be properly removed and
•
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. 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(which title shall be conveyed by quit-
claim deed); 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 through
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 anytime
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.
1.14 Purchase Price. The purchase price for the Property as determined pursuant to
Paragraph 3.
1.15 Seller. Sands-New Yorker Limited Partnership, a Florida limited partnership,
whose address is 4520 East West Highway, Suite 500, Bethesda, Maryland 20814.
1.16 Seller's Attorney. Robert I. Weissler, Esq., Stearns Weaver Miller Weissler
Alhadeff&Sitterson, 150 West Flagler Street, Suite 2200,Miami,Florida 33130, (305)789-3333(office)
and (305) 789-3395 (telecopier).
1.17 Title Commitment. Title Commitment means that Title Insurance Commitment
to be issued by Buyer's Attorney as agent for the Title Company 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.
1.18 Title Company. The Title Company is such ALTA member title underwriter
selected by Buyer.
1.19 Title Policy. An ALTA 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 $10,000,000. The Purchase Price shall be
subject to confirmation by an MAI appraisal by Landauer Real Estate Counselors having offices in Fort
Lauderdale, Florida or by another MAI appraiser licensed in Florida and approved in writing by the
Buyer (the "Confirming Appraisal"). The Confirming Appraisal shall be paid for and obtained by Seller
and delivered to the Buyer within 45 days after the Effective Date. If not timely delivered to the Buyer,
then Buyer may either extend the date for receiving the Confirming Appraisal or order a Confirming
Appraisal from another MAI appraiser at Seller's expense not to exceed$5,000 and the Closing Date may
be extended for up to 30 days to a business day selected by Buyer pending receipt of the Confirming
Appraisal. In performing the Confirming Appraisal, the appraiser may consider all matters of public
record and other factors pertaining to the Property, including, without limitation, that the Property is
located within a designated redevelopment area established under Florida law. The appraiser shall
determine the impact, if any, which such factors may have on the appraised value of the Property at the
time of the appraisal only. The appraisal shall value the Property at the highest and best use of the
Property as of the date of the appraisal. The appraiser shall be given such other and additional uniform
criteria, if any, as the Buyer and Seller may agree upon. If the Confirming Appraisal is not at least
$10,000,000 (i.e. equal to or greater than the Purchase Price), then the Buyer may, in its sole and
absolute discretion, by written notice to Seller within ten (10) business days following receipt of the
Confirming Appraisal, either waive the discrepancy or terminate this Agreement.
4. Evidence of Title.
4.1 Title Commitment. Within 10 days after the Effective Date, Seller shall deliver
to Buyer either (a) an abstract of title prepared or brought current by a reputable and existing abstract
firm (if not existing, then certified as correct by an existing firm) purporting to be an accurate synopsis
of the instruments affecting title to the Property recorded in Dade County, Florida through the Effective
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Date and which shall commence with the earliest public records, or (b) an existing title insurance policy
issued by an ALTA member title underwriter, which policy is qualified to be used as a base for
reissuance of coverage on the Property, together with abstract continuation from the effective date of said
policy or together with a computer print out and name search of all entries reflecting all documents
affecting the Property from the Effective Date of the Policy, and together with copies of all documents
referred to in the policy and the computer print out. Buyer shall promptly cause the Title Company to
issue a Title Commitment. The Title Commitment shall name the Buyer as the proposed insured, shall
provide for the proposed issuance of a Title Policy for the full amount of the purchase price and shall
provide 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 Examination of Title. Buyer shall, within 30 days after receipt of the title
documentation referred to in Paragraph 4.1(a) above or within 10 days after receipt of the title
documentation referred to in Paragraph 4.1(b) above, notify Seller in writing of any objections to title
(the "Title Notice"). All exceptions in Schedule B-Section II of the Title Commitment not raised as
objectionable by Buyer shall be deemed "Permitted Exceptions" and Exhibit "B" of this Agreement shall
be deemed to be supplemented to include same. Seller shall 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 its best efforts
to do so and Seller shall be obligated to cure or correct any title objections, including encumbrances,
mortgages and liens that can be cured and paid or satisfied at the time of Closing. Title objections
requiring payment of money to cure shall be paid by Seller from its own funds prior to Closing or from
the cash to close at Closing. If Seller is unsuccessful in curing and removing such title objections to the
satisfaction of the Title Company and Buyer within said 30 day period, then Buyer shall have the option
of either(a)terminating this Agreement, or(b)accepting the title in its existing condition with a reduction
in or credit against the purchase price for(1) any existing mortgages, liens, encumbrances and any Seller
created title objections (or title objections arising out of an agreement to which Seller is a party), whether
or not currently existing, which can be cured, removed of record or satisfied by the payment of a
liquidated sum, and (2) up to $100,000 for any other title objections which can be cured, removed of
record or satisfied by the payment of a liquidated sum. Seller agrees and represents that it will use good
faith best efforts to correct all such title objections, including curing or satisfying all Schedule B-Section 1
requirements and removing Schedule B-Section II exceptions which are not Permitted Exceptions, within
the time periods set forth in this Paragraph, but in any event by Closing, all of which shall be continuing
obligations of Seller. Buyer may update the title and the Title Commitment before Closing and Buyer
may raise as title objections in a subsequent Title Notice any matters revealed by such update and Seller
shall cause same to be cured, removed of record or satisfied within 30 days from the date of receipt of
the subsequent Title Notice. In such event, the Closing Date shall be reset to a date set forth in Buyer's
subsequent Title Notice within 60 days from the date of such notice. Upon timely curing the title
objections, the Seller may, upon at least (10) business days prior written notice from Seller to Buyer,
reset the Closing Date to another business day not to exceed 30 days after the curing of the title objection.
Notwithstanding the aforementioned, Seller shall have no obligation to file any lawsuits to cure any title
objections raised in the Title Notice. Buyer shall not have the right to object to title by reason of any
title matter which is caused by Buyer.
4.3 Title Policy. The Title Policy shall be issued by Buyer's Attorney, as agents 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.
4.4 Survey.
A. Within 5 days from the Effective Date, Seller shall deliver to Buyer a copy of any
survey of the Land. During the Diligence Period (as defined below), as part of the Buyer's diligence,
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 tcf'show the location of any title matters 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
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title to the Property or the use of the Property, such encroachment or defect or objection shall be treated
in the same manner as title defects and objections are treated under Paragraph 4.2 of this Agreement.
5. Inspections and Entry on Property. Buyer shall have a period of time (the "Diligence
Period") to make inspections, studies, tests (including soil and environmental tests), copies, plans and
surveys, and otherwise perform diligence as required by Buyer with respect to the Property. The
Diligence Period shall commence with the Effective Date and terminate 5 p.m., Eastern Time, on the
later of(i) thirty (30) days after the Seller's execution and delivery of this Agreement to Buyer with all
exhibits attached, or (ii) November 5, 1993, or on the next business day after either of said dates if same
is not a business day. If, within said Diligence Period, the Buyer for any reason, determines in its sole
discretion that the Property is not satisfactory, the Buyer shall so notify the Seller of its election not to
proceed hereunder. In that event, this Agreement shall be deemed terminated and the parties shall be
relieved of all further obligations. If the Buyer fails to so notify Seller within the Diligence Period, the
condition of the Property shall be deemed acceptable by the Buyer. Between the Effective Date and the
Closing, the Buyer, through its authorized agents, personnel, employees and independent contractors,
shall have the right of entry upon the Property in order to make any and all inspections, studies, tests,
copies, plans and surveys of the Property, all as Buyer may deem necessary or appropriate. Any such
inspections shall be at the cost of Buyer and by personnel selected by Buyer. Buyer acknowledges that
all such inspections are for Buyer's informational purposes only. Seller agrees to provide continuous
access to the Property through Closing for the purpose of making any inspections, studies, tests and
surveys desired by Buyer. Seller agrees to provide to Buyer reasonable access to Seller's files regarding
matters pertaining to the Property and the use of a copy machine to make copies. Any such entry upon
the Property shall be at Buyer's own risk and expense. Any such entry shall be performed in such
manner as to not cause damage to the Property, or, if any damage is caused, Buyer shall immediately
repair same to its former condition. If Buyer does not terminate this Agreement during the Diligence
Period, then Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this
Paragraph 5 and Buyer shall purchase the Property in "as is" condition as of the date of this Agreement,
reasonable wear and tear excepted, and without any Seller representations or 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. Buyer
acknowledges that, except for the Seller's representations specifically set forth in this Agreement, the
Buyer shall be relying solely upon its own investigations as to the condition of the Property in deciding
whether to purchase the Property and not on any representations or warranties of Seller as to the
condition of the Property.
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 the
Effective Date (except as specifically set forth below) and all 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 transactions 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 and which affects all or any portion of 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.
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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, subject to Paragraph 4.2, 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 items 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, except as set forth in Exhibit "C". To the extent there
are any items on Exhibit "C", said items shall be dismissed with prejudice or otherwise cured and
resolved to Seller's satisfaction prior to closing.
6.6 Environmental Condition and Environmental Audit. Seller has delivered to
Buyer the Phase I Environmental Site Assessment (the "Phase I Report") dated November 8, 1992,
prepared by ATEC Associates, Inc., identified as ATEC Project No. 37202. Except as disclosed in the
Phase I Report, to Seller's knowledge, no person or entity has used, generated, manufactured, produced,
stored or disposed of on, under or about the Property or transported to or from the Property any asbestos,
pcb's, oil or other petroleum based products, chemicals, any noxious, offensive, explosive or toxic
substances, 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 USC
9601. et. seq., Hazardous Materials Transportation, 49 USC 1801. et. seq., the Resource Conservation
and Recovery Act, 42 USC 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. To Seller's knowledge, no such
condition exists on any neighboring property. At least 30 days before the Closing Date, at Sellers'
expense, the Seller shall provide to Buyer 5 duplicate originals of an update of the Phase I Report or a
new Phase I Environmental Audit(collectively the "Environmental Audit")from ATEC Associates, Inc.
or from another licensed engineering firm reasonably acceptable to Buyer which Environmental Audit
shall conform to the requirements of this paragraph. The Environmental Audit shall be addressed to and
certified to Buyer and its successors in interest and Buyer's Attorney and shall indicate, among other
things, that there is no presence or suspicion of the presence of any above-mentioned materials or
substances, including radon, on and about the Property. The Environmental Audit shall reflect that any
storage tank/oil burners on or under the Property shall have been properly removed and abandoned, and
• any affected subsurface or surface soils shall be properly removed and disposed and any soil stains on
the surface shall be properly removed and disposed. Further, the Environmental Audit shall include soil
test and groundwater test results, if required, and, if applicable, a statement as to any cleanup, treatment,
monitoring, removal or other remedial action which has occurred on the site. The Environmental Audit
shall not require or recommend any remedial action, treatment or monitoring with respect to the Property
or any neighboring property. To the extent new adverse environmental conditions arise prior to closing
which were not revealed by the Phase I Report and which are necessary to be treated, cleaned or
remediated in order for an Environmental Audit to be issued which meets the criteria of this paragraph,
then the Seller agrees to expend up to$100,000 to remediate and remove such new adverse environmental
conditions to the effect that the Environmental Audit can be issued by the Closing Date without reference
to any such new adverse environmental conditions. In such event, the Closing Date shall be extended
to a date which is 10 business days after receipt of anew Environmental Audit without reference to the
new adverse environmental conditions (and indicating that any treatment, cleanup and remediation has
been completed), except that the Closing Date shall not be extended by more than 120 days without the
Buyer's written approval. Further, the Buyer may terminate this Agreement if the treatment, clean up
and remedial costs relating to the new adverse environmental conditions exceed $100,000 and the Seller
refuses to pay all of the treatment, cleanup and remedial costs and to perform the treatment, cleanup and
remediation.
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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.
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 thereof, 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 deemed 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 shall be paid
by Seller to Buyer upon demand, which written notice shall include such supporting data as reasonably
necessary, and shall in no event exceed $35,000.00, 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.
7.3 Seller's representations and warranties under Paragraph 6 shall terminate eighteen
(18) months after the Closing Date.
8. Condemnation. In the event of the institution of any proceedings, or any threat or notice
thereof, by any Governmental Authority(other than Buyer)which shall relate to a proposed taking of any
portion of the Property by eminent domain prior to Closing, Seller agrees to furnish Buyer with a copy
of such notice of a proposed taking within five(5)business days after Seller's receipt of such notification
or by Closing, whichever is earlier. In such event, then Buyer may, at its option, within twenty (20)
days of Buyer's receipt of the notice of proposed taking either; (a) cancel this Agreement and this
Agreement shall be deemed canceled; or (b) Close, in which case, Buyer will be entitled to receive the
entire condemnation award; otherwise, the Purchase Price will not be affected by any Condemnation.
Buyer shall notify Seller of its election within said twenty (20) day period. If Buyer elects not to so
terminate this Agreement or fails to respond to Seller's notification of proposed condemnation proceedings
within said twenty (20) days, then the parties hereto shall proceed to Closing and Seller shall assign all
of its right, title and interest in all awards in connection with such taking to Buyer. The.parties
acknowledge that the Property is a proposed site for condemnation by the Buyer and that, if this
transaction shall close in accordance with the terms of this Agreement, then this transaction shall occur
in lieu of any condemnation by the Buyer.
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. The Buyer's representations and warranties under this Paragraph
9 shall terminate eighteen (18) months after the Closing Date.
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10. Closing. The Closing shall commence at 10:00 a.m. on the Closing Date and shall take
place at the office of Seller's attorney in Dade County, Florida.
11. Seller's Closing Documents. At Closing, Seller shall deliver the following documents
("Seller's Closing Documents") to Buyer. Copies of Seller's Closing Documents shall be delivered to
Buyer's Attorney 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 been made for which
payment in full has not been made, and (d) the Property is free of all liens, claims and encumbrances
(other than 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.
11.6 B-I Requirements. Any documents required in Schedule B-I 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 General
Partner(s) 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 partners of
Seller and of each corporate general partner of Seller authorizing the entering into and execution of this
Agreement and the consummation of the transaction herein contemplated and the incumbent partners and
officers, as applicable.
11.9 Organizational Documents. As to Seller and each corporate general partner of
Seller, a certificate of good standing and certified copies of the organizational documents of Seller
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.
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's
Attorney for review and approval not less than three (3) business days prior to the Closing Date.
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.
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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.
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 (10) days following demand therefor.
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 through 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;
(c) All fees, assessments, costs and charges incurred to fulfill and perform
the provisions of this Agreement;
(d) Documentary stamp taxes to be affixed on the Deed; provided,however,
that if the taxing authorities do not require documentary stamps on the Deed but require payment of the
surtax, Seller shall pay one-half of the surtax.
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;
(d) The surtax on the Deed, subject to contribution by Seller as provided in
Paragraph 14.2(d) above.
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
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deemed in default hereunder without any further notice or right to cure. If Buyer so defaults and the
default is not timely cured, then Buyer shall pay to Seller the sum of $100,000.00 as agreed upon
liquidated damages as a result of Buyer's default hereunder, and upon such payment this Agreement shall
be terminated in which case neither Buyer nor Seller shall have any further obligation or liability
hereunder or in connection herewith except as otherwise stated in this Agreement. Buyer and Seller
acknowledge that if Buyer so defaults, Seller will suffer damages in an amount which cannot be
ascertained with reasonable certainty on the Effective Date, and the $100,000.00 liquidated damage
payment will most closely approximate the amount necessary to compensate Seller in the event of such
default. Buyer and Seller agree that this is a bona fide liquidated damage provision and not a penalty or
forfeiture provision.
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 seek to compel Seller's specific performance of this
Agreement, or in the alternative, to cancel this Agreement, in which event, Seller shall pay to Buyer the
sum of$100,000 as agreed upon liquidated,damages as a result of Seller's default hereunder, and upon
such payment this Agreement shall be terminated in which case neither Buyer nor Seller shall have any
further obligation or liability hereunder or in connection herewith except as otherwise stated in this
Agreement. The foregoing shall be Buyer's sole remedies in the event of Seller's default hereunder and
Buyer shall have no action against Seller for damages other than in connection with the failure of a
representation or warranty which is discovered after closing and provided a claim is timely made within
18 months from the Closing Date or in connection with the Seller's default in failing to pay any sum
contemplated by this Agreement as being required to be paid to consummate the within transaction.
Buyer and Seller acknowledge that if Seller so defaults, and Buyer elects to cancel this Agreement in lieu
of seeking specific performance, the Buyer will suffer damages in an amount which cannot be ascertained
with reasonable certainty on the Effective Date and the$100,000.00 liquidated damage payment will most
closely approximate the amount necessary to compensate Seller in the event of such default. Buyer and
Seller agree that this is a bona fide liquidated damage provision and not a penalty or forfeiture provision.
17. Real Estate Brokers. Seller and Buyer represent and warrant to each other that, except
as set forth in this Agreement, neither of them has dealt or consulted with any real estate brokers,
salesmen or finders in connection with this transaction. Seller represents that it has dealt with Grubb &
Ellis of Florida,Inc. and has an agency relationship with IRAMCO, Inc. the commissions for whom shall
be Seller's obligation. Buyer represents that it has not dealt with any broker other than Grubb & Ellis
of Florida, Inc. and/or IRAMCO, Inc. 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 from 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. In the event that Buyer shall retain
any third party broker, salesperson or consultant,Buyer shall be responsible for such party's commissions
and/or fees. 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 Purchaser: CITY OF MIAMI BEACH
1700 Convention Center Drive
Miami Beach, Florida 33139
Atteni.on: City Manager
Office: (305) 673-7470
Fax: (305) 673-7002
with a copy to: David J. Berger, P.A.
Broad and Cassel
Court•House Center
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175 Northwest First Avenue
Suite 2000
Miami, Florida 33128-9965
Office: (305) 373-9444
Fax: (305) 373-9495
To the Seller: SANDS-NEW YORKER LIMITED PARTNERSHIP
4520 East West Highway
Suite 500
Bethesda, aryland 20814
Office: . c i 657- 0go d
Fax: of (o .S 7-0773
with a copy to: Robert I. Weissler, Esq.
Stearns Weaver Miller Weissler Alhadeff& Sitterson, P.A.
150 West Flagler Street
Suite 2200
Miami, Florida 33130
Office: (305) 789-3333
Fax: (305) 789-3395
• 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. This Agreement may be
assigned by Buyer at any time after the Diligence Period has expired and the Purchase Price has been
confirmed by the Confirming Appraisal. A condition to such assignment shall be that the assignee place
a deposit (which shall be non-refundable subject to there being no Seller default) with Seller's attorney
as escrow agent, in an amount equivalent to ten percent(10%)of the Purchase Price, which amount shall
be placed in an interest bearing account for the benefit of such assignee and shall be applied toward the
Purchase Price at Closing. Buyer must notify Seller of such assignment in writing at least ten (10) days
prior to the Closing Date.
20. Miscellaneous.All of the provisions of this Paragraph shall be deemed to survive Closing.
20.1 Counterparts. This Agreement may be executed in any number of counterparts,
any one 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.
20.2 Amendment. No modification or amendment of this Agreement shall be of any
force or effect unless in writing executed by both Seller and Buyer.
20.3 Attorneys' Fees. If any party obtains a judgment against any other party by
reason of any litigation arising out of this Agreement, reasonable attorneys' fees and costs may be
recovered and may be included in such judgment.
20.4 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.
20.5 Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the parties hereto.
20.6 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.
20.7 Time is of the Essence. Time is of the essence with respect to all times 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.
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20.8 Acceptance Date. This Agreement shall be null and void and of no further force
and effect unless a copy of same executed by Seller is delivered to Buyer by or before the close of
business within five (5) days after the date of this Agreement first written above.
20.9 Maintenance of Property. The Property shall be maintained by Seller in the same
condition as existed as of the Effective Date.
20.10 Signs. From and after the Effective Date, Buyer shall have the right (for no
additional consideration) to utilize the Property for the installation of signs as required by the City.
Should the Buyer terminate this Agreement, then Buyer shall immediately remove all such signs and shall
restore the Property to its condition existing prior to Buyer's termination, reasonable wear and tear
excepted.
20.11 Buyer's Indemnification. Buyer shall indemnify Seller and hold Seller harmless
from all claims and expenses for personal injury,property damage, and liens of any kind caused by Buyer
or Buyer's agents, employees, or independent contractors arising out of Buyers' activity on the Property
pursuant to Paragraph 5 and Paragraph 20.10 and this indemnification shall include indemnification
against money judgments, lien judgments, court costs and attorneys fees assessed against Seller or the
Property, as well as court costs and attorney's fees incurred by Seller in defending such a claim against
Seller or against the Property.
20.12 No Recordation of Agreement. This Agreement may not be recorded in any
Public Records.
20.13 Drafting.This Agreement and Exhibits hereto have been negotiated at arms length
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 thereof. The
provisions of this paragraph shall survive the closing and delivery of the deed of conveyance.
20.14 Further Assurances. Each of the parties hereto, without further consideration,
agrees to execute and deliver such other documents, and to take such other action, whether prior or
subsequent to the Closing may be necessary to more effectively consummate the purposes or subject
matter hereof.
20.15 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.
20.16 Approval by Mayor and City Commission. This Agreement shall be binding upon
the Buyer only after it has been approved at a public hearing by the Mayor and Commissioners of the
City of Miami Beach and signed by the Mayor, City Manager or another duly authorized person. Upon
execution by Buyer, this provision shall be deemed complied with.
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IN WITNESS WHEREOF, each of the parties hereto has signed this Agreement under seal the
day and year appearing below their respective signatures.
WITNESSES: SELLER:
SANDS-NEW YORKER LIMITED PARTNERSHIP,
a Flor. limit ership
UNG-Cd1621A o By: (SEAL)
ri-e.h. =y-1 Corp• , President ,
Date: C , 1993
BUYER:
CITY OF MIAMI BEACH,
a Florida municipal corporation
By:
SEAL
A,V.., Vice-Mayor
• Date: 1412I93 , 1993
FORM APPROVED
LEGAL DEPT.
By
Date
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Exhibit "A"
PARCEL I: Lots 1, 2, 17 and 18, Block 55, FISHER'S FIRST SUB-
DIVISION OF ALTON BEACH, according to the Plat thereof, recorded in
Plat Book 2 , at Page 77, Public Records of Dade County, Florida,
less that part of Lots 2 and 17 lying North of a line, which said
line is located and described as follows:
Begin at the Northwest corner of Lot 16, Block 55, FISHER' S
FIRST SUBDIVISION OF ALTON BEACH, thence run Southwesterly along
the Westerly line of said Lots 16 and 17 for a distance of 72 feet
to a point, said point being the point of beginning of the line
being described; thence Easterly parallel to the Northerly line of
Lot 16 and Lot 3, Block 55, of FISHER'S FIRST SUBDIVISION OF ALTON
BEACH, for a distance of 400 feet to a point in the Easterly line
of Lot 2 , of said Block 55, FISHER' S FIRST SUBDIVISION OF ALTON
BEACH.
PARCEL II: Parcel of land lying between Block 55, of FISHER'S
FIRST SUBDIVISION OF ALTON BEACH according to the Plat thereof,
recorded in Plat Book 2, at Page 77, of the Public Records of
Dade County, Florida, and the high-water mark of the Atlantic
Ocean, which said parcel of land is particularly described as
follows:
Begin at the Southeast corner of said Lot 1, Block 55,
FISHER' S FIRST SUBDIVISION OF ALTON BEACH, thence run Northerly
along the Easterly line of Lot 1 and Lot 2 of said Block 55,
FISHER'S FIRST SUBDIVISION OF ALTON BEACH, a distance of 102 .2
feet, more or less, to a point in the Easterly line of said Lot 2,
which said point is 72 feet South of the Northeast corner of Lot 3
of said Block 55 of FISHER'S FIRST SUBDIVISION OF ALTON BEACH;
thence run in an Easterly direction along a line parallel to the
Easterly extension of the North line of said Lot 3 , to the high-
water mark of the Atlantic Ocean; thence run in a Southerly
direction along the high-water mark of the Atlantic Ocean a
distance of 102 . 2 feet, more or less, to a point on said high-water
mark of the Atlantic Ocean, which is the intersection with the
Easterly extension of the Southerly line of said Lot 1; thence in
a Westerly direction along the Easterly extension of said South
line of Lot 1 to the Point of Beginning.
a/k/a Sands Hotel, 1601 Collins Avenue, Miami Beach, Florida.
As to Lots 2 and 17, said property may also be described as Lots 2
and 17, less the North 21. 3 feet thereof, in Block 55, ALTON BEACH
FISHER'S FIRST SUBDIVISION, according to the Plat thereof, recorded
in Plat Book 2 , at Page 77, of the Public Records of Dade County,
Florida.
PARCEL III: Lots 3 and 16 and the North 21. 3 (as measured along
lot lines) of Lots 2 and 17, Block 55, FISHER'S FIRST SUBDIVISION
OF ALTON BEACH, according to the Plat thereof, as filed for record
in Plat Book 2 , Page 77, of the Public Records of Dade County,
Florida; together with that certain parcel of land lying East of
and adjacent to the land described above; said land bounded on the
south by the South line of the above-described parcel extended
Easterly; bounded on the North by the North line of the above-
described parcel extended Easterly; bounded on the East by the
mesne high-water line of the Atlantic Ocean and bounded on the West
by the East line of said Lots 2 and 3 aforementioned.
Tax Folio Nos. 02-3234-019-0900
02-3234-019-0910
RE\12937\0005\MSCSMB10.08B
931008
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Exhibit "B"
Permitted Exceptions
1. Taxes for the year 1993, not yet due and payable, and any
taxes and assessments levied or assessed subsequent to the
effective date hereof.
2 . Restrictions shown on Plat recorded in Plat Book 2, Page 77 .
3 . Easement as shown on Plat recorded in Plat Book 2 , Page 77 .
4. Any claim that title to any portion of the present or former
bed or any body of water all or part of which within the Land
(a) is subject to a right of way in favor of others ; or (b) is
vested in the Trustees of the Internal Improvement Fund of the
State of Florida because said portion; ( 1) falls below what is
either the natural ordinary high water mark of natural mean
high water line of navigable water lying adjacent to or within '
the Land, or ( 2 ) falls within what is or was the bed of a non-
navigable body of water which is or was subject to the ebb and
flow of tide; or ( 3 ) has been created by other than natural
means or has accreted to any such portion so created; (4) lies
seaward of any established erosion control in created pursuant
to Florida Statutes 161; (c) is subject to the United States
of America under its control of navigation and commerce as to
any portion of the Land, or (d) subject to riparian rights or
littoral rights.
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RE112937\0005\MSCSMB10.08A
931008
Exhibit "C"
Litigation, Violations, Etc.
1. Notices of Violation recorded in Official Records Book 14673 ,
Page 1967, and Official Records Book 14107, Page 2621, must be
released of record (Lots 1, 2, 16, 17 and 18) .
2 . Miami Beach Liens against Lots 1, 18, 2 and 17, recorded in
Official Records Book 15608, Page 461, and Official Records
Book 14189, Page 1475, must be released of record.
RE\12937\0005\MSCSMB10.08C
931008