144-93 RDA
RESOLUTION NO.
144-93
A RESOLUTION OF THE CHAIRMAN AND THE MIAMI
BEACH REDEVELOPMENT AGENCY, APPROVING A
CONTRACT FOR SALE IN THE AMOUNT OF $1,850,000
FOR THE PROPERTY KNOWN AS THE POINCIANA HOTEL
SITE LOCATED AT 1555 COLLINS AVENUE, AS A
POTENTIAL SITE FOR A HOTEL DEVELOPMENT:
AUTHORIZING THE CHAIRMAN OF THE MIAMI BEACH
REDEVELOPMENT AGENCY AND SECRETARY 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 Request for Proposals, the city desires
to acquire the property known as the poinciana Hotel site located
at 1555 Collins, Avenue, Miami Beach, Florida, (the "poinciana
site"); and
WHEREAS, at the October 6, 1993, City commission meeting,
the Mayor and City Commission authorized the Administration and the
ci ty Attorney to proceed to negotiate to acquire the poinciana
site; and
WHEREAS, the City Appraiser, Bob Gallagher, has submitted
his appraisal on the poinciana Site, certifying a value of
$2,100,000 on the property; said value consistent and within the
range specified in the appraisal; and
WHEREAS, the city Appraiser, J. Mark Quin1 i van, has
submitted his appraisal on the poinciana Site, certifying a value
of $2,180,000 on the property; said value consistent and within the
range specified in the appraisal; and
WHEREAS, the sales contract for the acquisition of the
poinciana site for a purchase price of $1,850,000 has been
negotiated and attached and incorporated herein as Exhibit "A".
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 contract for
Sale in the amount of $1,850,000 for the property identified and
described as the poinciana site, located at 1555 Collins Avenue,
Miami Beach, Florida, as a potential site for a hotel development:
and herein authorize the Chairman and the secretary to execute the
Contract for Sale subject to the afo~aid terms.
/
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PASSED AND ADOPTED THIS
ATTEST:
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SECRETARY
FORM APPROVED
REDEVElOPMEAG(NCY
GENERAL lJHSEl
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By
Date
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 93-33
November 17, 1993
From:
Chairman and Members of the Board
of the Redevelopmen~ncY
Roger M. car~jJ.~ .~
Executive Di~
To:
SUBJECT:
UPDATE ON HOTEL SITE LAND ACQUISITION AND AUTHORIZATION
TO: (1) PROCEED WITH QUICK TAKE EMINENT DOMAIN ON THE ST.
MORITZ PROPERTY AT 1565 COLLINS AVENUE; AND (2) THE MAYOR
AND CITY CLERK TO EXECUTE A CONTRACT FOR THE I.,CQUISITION
OF THE FORMER POINCIANA HOTEL SITE AT 1555 COLLINS AVENUE
ADMINISTRATION RECOMMENDATION:
It is recommended that the Redevelopment Agency ratify the City
Commission's action authorizing: (1) the Administration and City
Attorney to file quick take eminent domain actions to acquire the
St. Moritz hotel and property at 1565 Collins Avenue; (2) the Mayor
and City Clerk to sign a contract for acquisition of the former
Poinciana property at 1555 Collins Avenue.
BACKGROUND:
The Administration, legal staff and outside counsel, David Berger,
have been meeting with property owners or their representatives
since the original Commission direction last month to pursue the
acquisition of the various parcels from 1535 Collins Avenue north
to 1565 Collins Avenue.
The Commission'S highest priority has been the acquisition of the
St. Moritz parcel, because of the imminent danger to the building
due to the present owners' neglect and also because it logically
ties into the Sands/New Yorker parcel that the City already has
under contract.
Unfortunately, due to the present ownership structure in a foreign
partnership and litigation between owners, it will be the most
difficult to acquire the property by negotiations. The City's
appraisals for the property are $5 million and $4.335 million. The
owners' representatives have substantially more in mind. It is the
Administration's belief that further negotiations will not be
successful allowing 'the building to further deteriorate. The
Agency must initiate eminent domain proceedings in order to be
assured of a timely and fair priced acquisition. Because the City
is also going out with an RFP in the very near future, it is
strongly recommended that a quick take action be taken.
A quick take requires the City to deposit the undisputed appraisal
amount into an escrow account at the time of filing the eminent
domain action. Title to the City is vested at this time.
Regardless of the final value determination by the Court, the City
is required to complete this acquisition and make full payment.
S{)UTti V{)I~
~edevel~pment ()lstr1<<:t
(:(0' (:I:~~
~evel()pment ()Istn<<:t
A slow take process allows the City to withdraw from the procedure
at any time. Title to the property is not vested with the City
until issuance of the final judgement, at which time the City, if
they wish to complete the transaction, must make payment in full.
The City has also conducted successful negotiations on the
Poinciana parcel. The site at 1555 Collins Avenue is just south of
the St. Moritz. The two appraisers have valued the property at (a)
$2.1 million as is versus $2.7 million as an assembled parcel and
(b) $2.19 million.
The parcel is vacant and would be valuable to the City/Agency as
either an adjunct to the Sands/St. Moritz assembly or if further
action is pursued to the south as an adjunct to the Royal Palm and
Shorecrest.
The owners have agreed to a price of $1,850,000, substantially
below the appraisals. A contract is being prepared and is under
review by the City Attorney's office. It will be distributed in
the Addendum on Monday, November 15th, along with Resolutions
approving both actions discussed herein. It is similar to the
Sands contract, allowing a 60-day due diligence period for the City
to perform all necessary inspections and 30 more days to close.
The Administration believes that this is a very advant3.geous
acquisition.
CONCLUSION:
The authorization for condemnation under quick take procedures for
the St. Moritz is necessary to obtain the property in a short time
before deterioration becomes too great to allow renovation. The
acquisition of the Poinciana site below appraisal value is
extremely advantageous to the convention quality hotel project.
Therefore, your approval of the Poinciana contract is recommended
as well as authorization to initiate quick take procedures for the
St. Moritz.
RMC: jph
Attachments
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QUINLIVAN ApPRAISAL
A PROPESSIONAL ASSOCIATION
REAL ESTATE ApPRAISERS Be CoNSULTANTS
~730 S.W. 74TH STREET, SUITE 300
SOUTH MIAMI. FLORIDA 33143
I. MARK QUINLIVAN. MAl
T4TB.cl!aTIPII!D OB,.....L Ap..AI.I!:.
Z 0000112
lAMES E. AONER, MAl
TELEPH9NE (30~) 603-0611
FAX (30~) 66~-4921
GREGORY R. GUNTP.H. MAl
S1'AT.-CI!.TIPI~D (ir.NP.HAL ..-\PPA" 1!'4~H
RZ 00004.'18
TltOMA8 F. MAOENII~IMER. 1-IAI
S""TE.Cr.aTIPII!D GP.NP.RAL ^PPMA.I~t'.U
RZ OOOOMa
TATB.ClEaTIPIED <i....IE.AL AppaAIRr..
Z 0000382
September 23, 1993
Mr. Harry S. Mavrogenes, Director
City of Miami Beach Development, Design,
and Historic Preservation Services Department
1700 Convention Center Drive
Miami Beach, Florida 33139
Mr. Mavrogenes:
In accordance with your request and authorization, we have prepared this Appraisal
Report covering the following described property:
An ocean front land site known as the Poinciana
Hotel Site, located at 1555 Collins A venue, Miami
Beach, Florida.
The purpose of this Appraisal is to estimate the Market Value of the described
property as of September 15, 1993, being one of the dates of personal inspection.
The narrative Appraisal Report that follows sets forth the identification of the
property, the assumptions and limiting conditions, pertinent facts about the area and
the subject property, comparable data, the results of the investigations and
analyses, and the reasoning leading to the conclusions set forth.
A survey of the described property was not provided for analysis. The site size
contained herein is based on recorded plats and the site size on the tax roll of Dade
County. The site size utilized herein is assumed to be correct.
Mr. IIUTJ S. Ma..i'OIaIfS, mr,ctor
Sept....dvr 23, 1993 ·
Pqe Two
Based on the inspection of the property and the investigation and analyses
undertaken, we have formed the opinion that, as of September IS, 1993, the
subject property has a Market Value of:
Two MnuoN ONE HtJNDIlED AND EIGHTY THOUSAND DoUARS
($2,180,000)
Respectfully submitted,
. ,) ~.
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. Mark QulnU.an, MAl
Slate Certified Oeoenl Appniser
Certification Number: RZOOOOl12
~7
Thomas F. ~... , M..U
State Certified GeaenI Appniser
Certification Number: RZOOOOSS3
JMQ/nlm
(93-1S2C)
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HEDG-PETH & GALLAHER, INC.
HE.~L F:-' 1;\ FE ;\1'1'1t,\ISI'RS ANO CONSlIIT'\N I S
III '.~'FP I{F^' b" r1 Ilk! "'Fk'
CERTIFICATE OF APPRAISAL
ROBERT E. GALLAHER, JR. and PATRICIA J. BIRCH do hereby certify that upon
application by Ms. Marla Dumas, Redevelopment Coordinator for the City of Miami Beach,
they have made an investigation and analysis of the property legally described on page -
10 of this report and that, in their opinion, the market value of the fee simple title, as of
September 30, 1993 was as follows:
AS AN INDIVIDUAL SITE DEVELOPED WITH AN APARTMENT CONDOMINIUM -
TWO MILLION ONE HUNDRED THOUSAND DOLLARS
~2.100.000
AS THOUGH ASSEMBLED WITH ADJOINING LAND -
TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS
$2.700.000
The undersigned appraisers certify that, to the best of their knowledge and belief, the
statements contained in this report are true and correct; the reported analyses, opinions,
and conclusions are limited only by the reported "Assumptions and Limiting Conditions"
at page 2, and are their personal, unbiased professional analyses, opinions, and
conclusions; their compensation is not contingent on an action or event resulting from the
analyses, opinions or conclusions in, or the use of, this report; also that this appraisal has
been prepared in conformity with the requirements of the Code of Professional Ethics and
the Standards of Professional Practice of the Appraisal Institute and in conformity with the
requirements of the State of Florida for state' certified appraisals. The use of this report
is subject to the requirements of tile Appraisai Institute and the State of Florida relating
to review by duly authorized representatives of the Institute and by the Real Estate Sub-
Committee of the Florida Real Estate Commission.
The appraisers do further certify that they have no present or prospective interest in the
property and no personal interest or bias with respect to the parties involved and that
they have made a personal inspection of the property that is the subject of this report and
that there has been no unacknowledged significant professional assistance.
As of the date of this report, Robert E. Gallaher, Jr., has completed the requirements
under the continuing education program for the Appraisal Institute and both Mr. Gallaher
and Ms. Birch have completed the continuing education requirements for the State of
Florida.
/{Jk1~(1I ~ ~L
ROBERT E. GA~ER, JR, MAl ~~CIA J. BIRCH
State Certified General Appraiser State Certified General Appraiser
Certificate No. RZOOO0098 Certificate No. RZOOO1294
DATED: OCTOBER 29,1993
One Datran Center. 9100 South Dadcland Boulevard, Suite 1704. Miami, Florida 33156. Phone (305) 670.2211 . Fax (305) 670-9988
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the" Agreement"), dated L~ Otbl }3 ,1993 by and
between ANTUN INVESTMENT CORP., a Panama 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. The Acceptance Date shall be the Effective Date.
1.2 Buyer. Miami Beach Redevelopment Agency, a Florida municipal corporation.
1.3 Buyer's Attorney. Redevelopment Agency Attorney, City of Miami Beach, 1700
Convention Center Drive, Miami Beach, Florida 33139.
1.4 Cash to Close. The balance of the Purchase Price subject to the adjustments and
prorations as hereinafter described.
1.5 Closing. 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.
1.6 Closing Date. At 10:00 a.m. on the later of March 1, 1994 or on the 30th day
(or on the next business day thereafter if said 30th day is not on a business day) after the termination of
the Diligence Period, or on such other date as determined in accordance with this Agreement.
1.7 Deed. The Statutory Warranty Deed which conveys the Property from Seller to
Buyer.
1.8 Effective Date. The Effective Date shall be 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.
1.9 Governmental Authority(ies). 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.
1.10 Governmental Requirement(s). 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.
1.11 Permitted Exce.,ptions. "Permitted Exceptions" means those matters set forth on
Exhibit "B" attached hereto and made a part hereof, as same may be supplemented in accordance with
Paragraph 4.2 of this Agreement.
1.12 Property. The land legally described in Exhibit "A" attached hereto (the "Land")
together with the Property Rights (as defined herein).
1.13 Property Rights. The Property Rights means all of Seller's right, title and
interest, if any, in and to: all site improvements on 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
RE\12937\OOO5\DffiKIG 11.23A
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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 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. $1,850,000.
1.15 ~. ANTUN INVESTMENT CORP., a Panama Corporation.
1.16 Seller's Attorney. Buchanan Ingersoll, P.C., 19495 Biscayne Boulevard, Suite
606, Miami, Florida 33180, Attn: Irene Fonzi, Esq. (305) 933-5600 (office).
1.17 Title Commitment. 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 oftitle report
as the Title Commitment.
1.18 Title Comoany. The Title Company is such AL T A 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 $1,850,000, subject to prorations and
adjustments .
4. Evidence of Title.
4.1 Title Commitment. Within 10 days after the Effective Date, Seller shall deliver
to Buyer or Buyer's Attorney whatever title evidence Seller has in its possession, including any prior
status of title report. Buyer shall promptly cause the Title Company through its duly authorized agent,
Broad and Cassel, 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 or Buyer or both, as applicable, and the deletion of the standard printed
exceptions upon delivery of the customary documentation from Seller.
4.2 Examination of Title. Buyer shall send to Seller's Attorney a copy of the Title
Commitment promptly after Buyer's receipt and, within 15 days after receipt of the Title Commitment,
Buyer shall 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 any existing mortgages, liens, encumbrances and any Seller created title objections (or
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title objections arising out of an agreement to which Seller is a party or which is known to Seller),
whether or not currently existing, 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 and otherwise as required above. 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 Broad and Cassel, 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 in its possession. 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 and expense, the Survey may be updated to 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
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: Condition of ProDerty. 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) sixty (60) days after the Effective Date, or (ii) January 31, 1994, 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 and the parties shall proceed toward closing as contemplated herein, subject, however, to the other
terms of this Agreement. 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
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"as is n 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 by written notice (the "Reinspection
Termination Notice") to Seller at or before Closing if, in Buyer's reasonable judgment, there is any
material adverse condition on or about the Property revealed by such reinspection which arose after the
expiration of the Diligence Period. If Buyer delivers the Reinspection Termination Notice, the Seller
may, at its option, remove and cure the material adverse condition and deliver written notice and evidence
thereof to Buyer, all within 10 days after Seller's receipt of the Reinspection Termination Notice,
whereupon the closing shall be reset by Buyer to a business day within 10 days after Buyer's receipt of
Seller's written notice and evidence that the material adverse condition has been removed and cured.
6. Seller's R~presentations 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 a foreign entity and will comply with all Title Company and Internal
Revenue Service requirements for withholding of any portion of the Purchase Price for Federal income
tax. purposes and for conveying the Property and will execute and deliver any documents and affidavits
regarding the foregoing at or before 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. To Seller's knowledge, 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.
6.3 No Default or Insolvency. To Seller's knowledge, 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 which affects any portion of the Property or the Seller's ability to perform under this
Agreement. Seller is not insolvent and will not be rendered insolvent by this Agreement or the
consummation of the transactions contemplated hereby.
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. To
Seller's knowledge, 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.
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6.6 Environmental Condition and Environmental Audit. Except as set forth in
the letter of Hydrologic Associates U.S.A., Inc. dated August 16, 1993, copy attached as Exhibit "D",
which concludes that there is no reason to suspect the continued existence of an underground fuel storage
tank at the Property, Seller has not received any 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 and as of the closing, any
Adverse Environmental Substances shall not be used, manufactured, located, stored or disposed of on,
under or about the Property. 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 waste, 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 or any
environmental audit of the Property. Prior to Closing, Buyer may obtain a Phase I Environmental
Property Assessment Audit on the Property prepared by an environmental engineering and consulting firm
reasonably acceptable to Buyer, together with, at Buyer's option, such further tests, audits and reports
as shall be recommended by any such reports (collectively "Environmental Audit"). Buyer shall promptly
order the Environmental Audit after the Effective Date. The Environmental Audit shall be addressed to
and certified to Buyer and any successor and assign of Buyer. If the Environmental Audit indicates any
adverse environmental condition or the suspicion thereof, or that any Adverse Environmental Substances
are on, under or about the Property, or recommends any further study or remedial work, then Buyer's
acceptance of the Property and the Environmental Audit shall be conditioned upon all the work being
performed and the delivery to Buyer of an updated Environmental Audit which shall indicate, among
other things, that there is no presence or suspicion of the presence of any of the above-mentioned
materials or substances on and about the Property. The final Environmental Audit shall reflect, if
applicable, that any tank or other conditions and materials 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 and any surface
or subsurface debris shall be properly removed and disposed. Further, the Environmental Audit may
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. As a
condition to closing, the final Environmental Audit shall not require or recommend any remedial action,
treatment or monitoring with respect to the Property or any adjacent property. To the extent any
environmental conditions are revealed and require treatment, cleanup or remediation in order for an
Environmental Audit to be issued which meets the criteria of this paragraph, then the Seller agrees, at
its expense, to remediate and remove such adverse environmental conditions to the effect that the clean
Environmental Audit shall be issued by the Closing Date without reference to any such adverse
environmental conditions. In such event, the Closing Date shall be extended to a date which is 14
business days after Buyer's receipt of an Environmental Audit without reference to the adverse
environmental conditions (and indicating that any treatment, cleanup, recommendations 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 or other recommended action relating to the presence or suspicion of presence of
any Adverse Environmental Substances 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 before closing.
Without Seller's consent, Seller shall not be obligated to expend more than $100,000 towards the cost
of remediation, treatment, clean-up or other recommended action. Further, if Seller timely performs the
remediation, treatment, clean-up or other recommended action, then the parties shall be obligated to
proceed towards closing as contemplated herein, subject, however, to the other terms of this Agreement.
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
REI 1293 71000S\DJBICIG 11. 23A
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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 R~presentation 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, and shall in no event exceed $50,000.00, 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 6 shall survive
Closing.
8. Condemnation. In the event of the institution of any proceedings, or any threat or notice
thereof, by any Governmental Authority which shall relate to a proposed taking of any portion of the
Property by eminent domain prior to Closing, Seller agrees to 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 Re.presentations 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. Closin~. 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 Closim! Documents. At Closing, Seller shall deliver the following documents
("Seller's Closing Documents") to Buyer or Buyer's Attorney and title agent. Copies of each party's
Closing Documents shall be delivered to the other party's attorney and to the title agent for review and
approval at least three (3) business days prior to the Closing Date.
11.1 ~. 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.
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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 GaD 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 and other applicable provisions
of the Internal Revenue Code.
11.5 Form 1 099-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-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 R~t>resentations 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 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 Orflanizational Documents. A certificate of good standing and certified copies
of the organizational documents, including any certified English translations thereof, and as needed any
documents evidencing the qualification to do business in Florida and any other documents reasonably
required by Buyer and the Title Company.
11.10 Disclosure Affidavit. A disclosure affidavit in form reasonably required by Buyer
in compliance with Section 286.23, Florida Statutes.
11.11 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 CloSini 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.
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 Closimr 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 as provided in this Agreement.
12.5 Buyer's Letter. A letter from Buyer or Buyer's Attorney that this Agreement and
the sale contemplated hereunder was made in lieu of condemnation.
RE\12937\OOO5\DffiIOG 11.23A
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13. Closinl! Procedure. The Closing shall proceed in the following manner:
13.1 Transfer of Funds. At Closing, Buyer shall wire transfer the Cash to Close to
Seller's Attorney, Buchanan Ingersoll, P.C. Trust Account, as designated in wire instructions to be
delivered by Seller or Seller's Attorney at least 5 days before closing, 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. Closinl! Costs. Taxes. Prorations.
14.1 ~. 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 Closin~ 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; and
(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.
15.
Closing.
Possession. Full and complete possession of the Property shall be delivered to Buyer at
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 Buyer shall pay to Seller the sum of $50,000.00 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 $50,000.00 liquidated damage
RE\12937\OOOS\DffiKJG 11. 23A
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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 $50,000 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 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 $50,000.00 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 Coconut
Grove Realty, and Edmond Boutonnet, the commissions for whom shall be Seller's obligation in the
amount of 6% of the Purchase Price as reflected in a separate agreement among the Seller and Coconut
Grove Realty and Edmond Boutonnet. Buyer represents that it has not dealt with any broker other than
Coconut Grove Realty, and Edmond Boutonnet. 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 received, 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:
Lawrence Feingold, Esq.
Redevelopment Agency Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
Office: (305) 673-7470
Fax: (305) 673-7002
RE\12937\OOOS\DffiKJGll.23A
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and to:
David J. Berger, P.A.
Broad and Cassel
175 Northwest First Avenue
Suite 2000
Miami, Florida 33128-9965
Office: (305) 373-9444
Fax: (305) 373-9495
ANTUN INVESTMENTS, INC.
c/o Edmond Boutonnet
Coconut Grove Realty
3121 Commodore Plaza
Coconut Grove, Florida 33133
Office: (305) 448-4123
Fax: (305) 448-8663
To the Seller:
with a copy to:
Irene Fonzi, Esq.
Buchanan Ingersoll, P.C.
19495 Biscayne Boulevard
Suite 606
North Miami Beach, Florida 33180
Office: (305) 933-5600
Fax: (305) 933-2350
Notice delivered to counsel for a party shall be deemed delivery of notice to the party.
19. Assil!lllllent. This Agreement is not assignable by Seller. This Agreement may be freely
assigned by Buyer to another City of Miami Beach entity or, if a $50,000 deposit is placed in escrow
with an attorney selected by Buyer to secure the assignee's performance of this Agreement, whereupon
the Buyer shall be released from any liability under this Agreement other than for any liability as
contemplated by Section 20.11. Buyer must notify Seller of any such assignment in writing at least ten
(10) days prior to the Closing Date.
20.
Closing.
Miscellaneous. All of the provisions of this Paragraph shall be deemed to survive
20.1 Counte11>arts. 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.
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
RE\12937\OOO5\DmKJG 11. 23A
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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.
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 Pro,perty. The Property shall be maintained by Seller in the same
condition as existed as of the Effective Date, ordinary wear and tear excepted.
20.10 ~. 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 Buyer.
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 incurred by or
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, lienjudgments, 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 A~eement. This Agreement may not be recorded in any
Public Records.
20.13 Draftinll. 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 Seller's Offer and Execution Not Terminable. Seller has executed this Agreement
and delivered same as an offer to Buyer for acceptance. Seller agrees that its delivery of this Agreement
may not be withdrawn or revoked prior to December 31, 1993 at 5:00 p.m. and the Buyer shall have
until December 31, 1993 at 5:00 p.m. within which to execute and accept this Agreement.
20.17 Service of Process on Seller. Seller agrees that service of process in connection
with any litigation arising out of this Agreement may be made by serving Seller's Attorney.
20.18 Approval by Redevelopment Allency. This Agreement shall be binding upon the
Buyer only after it has been approved at a public hearing by the Miami Beach Redevelopment Agency
and signed by the Chairman or Vice Chairman for the Miami Beach Redevelopment Agency or another
duly authorized person. The Buyer's execution of this Agreement shall be deemed evidence of
satisfaction of this requirement.
RE\12937\OOOS\DmIOGll.23A
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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:
By:
An
CORP., a Panama corporation
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,1\ '4\ 1\ f~'C")l " lee{,
/ ;t
, President, sole Director
Shareholder
/j /2 1'/7'] , 1993
I I
Date:
BUYER:
Date:
ACH REDEVEL
municipal corporatio
ATTEST:
1i~ fr~~
. j(~vi.:J d~
, 1993
Accepted by Broker:
~~i
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Edmond Bout noet, individually and for said entity
Date:
II/L"'/ I J
, 1993
RE\t29371000SIDmKJGt t.23A
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Exhibit "A"
Legal Description
See Attached Sketch and Legal Description
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Exhibit "B"
Permitted Exceptions
See Section 4.2
REI12937100051DJBKJGll.23A
931123
(~~'t) .
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Exhibit "c"
Litigation, Violations, Etc.
None
REI12937100051DJBKJG 11_23A
931123
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HYDROLOGIC ASSOCIATES U.S.A., INC.
'ENVIRONMENTAL CONSULTANTS
8925 S. W. 148th Street, Suite 212, Miami, Florida 33176
Phone1 (305) 252,..7118 · Fax: (SOS) 254.0874
AUqu.t lEi, 1993
~,f ",1
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Mr. Edmond. Boutonnet
onut GJ:ove aealty
1 Qosmc~or. Plaza
onut Grove, F1 ~31.~3
..; 1115 co11in. ~v.nu., Xs...i .eaob, J'lori4a
>rhe qaopllyllical au:vey of i:lla l'l'operi:y conducte'" .:run.
~993 (plea.. refar to TechnClS Inc.. BQpori: dai:a'" JulY 2.
3h in4icai:.d fi..... locai:1o"" 011 ~e aubjeci: properi:Y thai:
ClO 14 po....ibly be underground etor.q. unlta. While noi:
00 clusi....e. the... areas ahOWed ..9flei:ometer and ground
pa atratini radar anamolies that ~rranted further
in ..tigat on C... figure 1).
On August 12, 1993, a repro.entative of Hydro10;ic
opiates was met on site ~ a baCkllo. and operator for i:he
ppse of .xoa....atinq each looai:ion to ascertain ~ oeu.e of
anomaly- The possible tank targets wer. a......d in the
eptial order noted on 119Ure 1.
1. gho~o9raDM. 1.::.U
At. each .ite, the e~C1""..tion waa atartea by diCfCiJing ·
n rOW tr.nCh appro>limatelY U..... feet d.ep an4 15 t.et 10'"
(p ot~aphll #2 and #4). The _vation waa then widened
u ~l an ar.a approximatelY ~5 fe.t by 20 feet he4 been
ex .......t.d dOwn to e depth of approximatelY! to 6 feet beloW
1a <1 eurfaoa.
~t ~i& .it~, Tarqat 1, the ;eophysical anomalies ware .
.8.4 ~ a pilinq with at.el reinforcinq bar (pIlot.09raph #6)
approximat.1Y ~o feet ot two~inoh diameter ~t.l pipe
,ot.oqrapb #?,.
. !.fi:e" 4l<c.....ation. t.l\8 hole waa backfilled and SlIIOotlled
( hoto9raph #8).
2. (Photographs Ii i JJU.
The oenter of Target 2 is looated at the point ..rkad by
t. e rock in the red cirole in photOgr.ph 19. 'the onlY -..etal
n ted in thia exca.....tion were i:hick .1.ct.rioa~ ce~le (bare~Y
v ~1~le in photoqraph #~O) and .pproximatelY ~5 f.et of iron
;
. ,
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'<,... ,,~T -~-;;._-, '1--~~-
t::.. ^ H /6 / T "])-::
c~~~'
pi e.;
1 1PhOt.pqraDh8. #11-15\
The matal located at thia location consieta4 ot a piaoe
.~e1 approximatelY 1/4-inOh thick bY 4 incha. wide by 12
t .10ng (photogrephS #12 end 1~), end tWO to~ foot long by
r :inoh diame~.~ stQel pipes filled with concr.te
o~o;~aph8 '13 and 14).
.4. (PhotP9raD~ ill AXQ ill
Aa noted in photograph #17, the ~e~~l at this a1te
eistad of a mixture of electrioal cable, reinforoing ber,
pipe cov.red with abundantc1 ocnoret. chunks.
~ (PhO~Ocrr.!t.t)h. ill AD4 1il.
~xcavat1on at ~hi. site re~eal.d re~ants of ~e
fo tin9- tor the formeX' awimJl\in9 pool. The maqnet.io
en maliee wera dUe to a nu~r of pieoae of .teal reinforcing
ba . .til~ present in ~he ooncrete.
At Tar9Bt #3, the exoavation waS extended down to the
wa ~ table, approximately 7.~ feet below land aurtaoe. The
1i holoqy at each target .ite, to the depth excavated
co ,iated entirely at tine grained, llght to der~ brown Bend.
. Baeed on the results of the gBophyeioal survey and the
tirmatory sxoavation, there ie no reaBOn to suepeot the
ntinued existenOe of e 270 gallon to 580 gallon underground
.,. storage tan!< at tlul .ubject property. We have uUl!aed
~ best eveilable technology to det~ine if the tank .till
is~.d an4 no evidencB o~ the ~ank was ~ound.
If yoU have any qUestione, please call me. HydrolQ9iO
.ociat.. appreciate. the opport~nity to provide thl.
ioe t.o you.
Sincerely,
~/ p_;o/:::-If-
Ed. workman, p.G.
Hyc.\rogeoloqigt.
C.
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RESOLUTION NO.
144-93
A RESOLUTION OF THE CHAIRMAN AND THE MIAMI
BEACH REDEVELOPMENT AGENCY, APPROVING A
CONTRACT FOR SALE IN THE AMOUNT OF $1,850,000
FOR THE PROPERTY KNOWN AS THE POINCIANA HOTEL
SITE LOCATED AT 1555 COLLINS AVENUB, AS A
POTENTIAL SITE FOR A HOTEL DEVELOPMENT 1
AUTHORIZING THB CHAIRMAN OF THE MIAHI BEACH
REDEVELOPMENT AGENCY AND SECRETARY 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 Request for Proposals, the City desires
to acquire the property known as the poinciana Hotel site located
at 1555 Collins, Avenue, Miami Beach, Florida, (the IIpoinciana
Site"); and
WHEREAS, at the October 6, 1993, City commission meeting,
the Mayor and City commission authorized the Administration and the
ci ty Attorney to proceed to negotiate to acquire the poinciana
site; and
WHEREAS, the City Appraiser, Bob Gallagher, has submitted
his appraisal on the poinciana Site, certifying a value of
$2,100,000 on the property; said value consistent and within the
range specified in the appraisal; and
WHEREAS, the City Appraiser, J. Mark Quinlivan, has
submitted his appraisal on the poinciana Site, certifying a value
of $2,180,000 on the property; said value consistent and within the
range specified in the appraisal; and
WHEREAS, the sales contract for the acquisition of the
poinciana site for a purchase price of $1,850,000 has been
negotiated and attached and incorporated herein as Exhibit "A".
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 Contract for
Sale in the amount of $1,850,000 for the property identified and
described as the poinciana site, located at 1555 Collins Avenue,
Miami Beach, Florida, as a potential site for a hotel development1
and herein &uthorize the Chairm&n &nd the Secretary to execute the
contract for Sale subject to the afo aid terms.
PASSED AND ADOPTED THIS
ATTEST:
~~~ ~~-
SECRETARY
a:\ceb\poincian.rs2
Date
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach. Florida 33139
Telephone: (305) 873.7193
Fax: (305) 673.7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 93-33
November 17, 1993
To:
Chairman and Members of the Board
of the Redevelopmen~ncY
Roger M. car~JJ.~ .~
Executive Di~ -
From:
SUBJECT:
UPDATE ON HOTEL SITE LAND ACQUISITION AND AUTHORIZATION
TO: (1) PROCEED WITH QUICK TAKE EMINENT DOMAIN ON THB ST.
MORITZ PROPERTY AT 1565 COLLINS AVENUE; AND (2) THE MAYOR
AND CITY CLERlt TO EXECUTE A CONTRACT FOR THE I.CQUISITION
OF THE FORMER POINCIANA HOTEL SITE AT 1555 COLLINS AVENUE
ADMINISTRATION RECOMMENDATION:
It is recommended that the Redevelopment Agency ratify the City
Commission's action authorizing: (1) the Administration and City
Attorney to file quick take eminent domain actions to acquire the
St. Moritz hotel and property at 1565 Collins Avenue; (2) the Mayor
and City Clerk to sign a contract for acquisition of the former
Poinciana property at 1555 Collins Avenue.
BACKGROUND:
The Administration, legal staff and outside counsel, David Berger,
have been meeting with property owners or their representatives
since the original Commission direction last month to pursue the
acquisition of the various parcels from 1535 Collins Avenue north
to 1565 Collins Avenue.
The Commission'S highest priority has been the acquisition of the
St. Moritz parcel, because of the imminent danger to the building
due to the present owners' neglect and also because it logically
ties into the Sands/New Yorker parcel that the City already has
under contract.
Unfortunately, due to the present ownership structure in a foreign
partnership and litigation between owners, it will be the most
difficult to acquire the property by negotiations. The City's
appraisals for the property are $5 million and $4.335 million. The
owners' representatives have substantially more in mind. It is the
Administration's belief that further negotiations will not be
successful allowing .the building to further deteriorate. The
Agency must initiate eminent domain proceedings in order to be
assured of a timely and fair priced acquisition. Because the City
is also going out with an RFP in the very near future, it is
strongly recommended that a quick take action be taken.
A quick take requires the City to deposit the undisputed appraisal
amount into an escrow account at the time of filing the eminent
domain action. Title to the City is vested at this time.
Regardless of the final value determination by the Court, the City
is required to complete this acquisition and make full payment.
S()UI11 f)()I~
l?edevel()pment [)lstr1ct
(:[0' (:I:~l?
l?edevel{)pment UIstr1ct
A slow take process allows the City to withdraw from the procedure
at any time. Title to the property is not vested with the City
until issuance of the final judgement, at which time the City, if
they wish to complete the transaction, must make payment in full.
The City has also conducted successful negotiations on the
Poinciana parcel. The site at 1555 Collins Avenue is just south of
the St. Moritz. The two appraisers have valued the property at (a)
$2.1 million as is versus $2.7 million as an assembled parcel and
(b) $2.19 million.
The parcel is vacant and would be valuable to the City/Agency as
either an adjunct to the Sands/St. Moritz assembly or if further
action is pursued to the south as an adjunct to the Royal Palm and
Shorecrest.
The owners have agreed to a price of $1,850,000, substantially
below the appraisals. A contract is being prepared and is under
review by the City Attorney's office. It will be distributed in
the Addendum on Monday, November 15th, along with Resolutions
approving both actions discussed herein. It is similar to the
Sands contract, allowing a 60-day due diligence period for the City
to perform all necessary inspections and 30 more days to close.
The Administration believes that this is a very advant3.geous
acquisition.
CONCLUSION:
The authorization for condemnation under quick take procedures for
the St. Moritz is necessary to obtain the property in a short time
before deterioration becomes too great to allow renovation. The
acquisition of the Poinciana site below appraisal value is
extremely advantageous to the convention quality hotel project.
Therefore, your approval of the Poinciana contract is recommended
as well as authorization to initiate quick take procedures for the
St. Moritz.
RMC: jph
Attachments
-2-
QUINLIV AN ApPRAISAL
A PaoPE8810lfAL A..OCIATIOIf
REAL ESTATE ApPRAISERS S. CoNSULTANTS
~700 S.W. 74TH STREET. SUITE 300
SOUTH MIAMI. FLORIDA 33143
:. MARK QUINLIVAN, MAl
T..TS<E.TlrIED OalOE...L A.........
Z oooolla
lAMES E. AONER. MAl
TELEPH9HE (30~) 663-6611
FAX (()O~) 66~.4921
GREGORY R. GUNTY.H. MAl
S1'AT..cEaTIPIr.o Gr.Nr.IIAL ^I'''.''I~~M
RZ 00004. 'l8
TnoHA8 F. MAOP.:NIlr:IHER. HAl
ST"TI!~Cr..Tlrle:o Gr."P.RAL ^"P""f~""
R Z ()()C)()6I\.'J
TATC.c2.TIPIED (;p.JlfEaAL A"....AI..r..
Z 00003lt8
September 23. 1993
Mr. Harry S. Mavrogenes, Director
City of Miami Beach Development, Design,
and Historic Preservation Services Department
1700 Convention Center Drive
Miami Beach. Florida 33139
Mr. Mavrogenes:
In accordance with your request and authorization, we have prepared this Appraisal
Report covering the following described property:
An ocean front land site known as the Poinciana
Hotel Site, located at ISSS Collins Avenue, Miami
Beach, Florida.
The purpose of this Appraisal is to estimate the Market Value of the described
property as of September IS, 1993, being one of the dates of personal inspection.
The narrative Appraisal Report that follows sets forth the identification of the
property, the assumptions and limiting conditions, pertinent facts about the area and
the subject property, comparable data, the results of the investigations and
analyses, and the reasoning leading to the conclusions set forth.
A survey of the described property was not provided for analysis. The site size
contained herein is based on recorded plats and the site size on the tax roll of Dade
County. The site size utilized herein is assumed to be correct.
Mr.1I.any s. Ma~~aIfI, ~or
~ 23, 1993 ~
Pace Two
Based on the inspection of the property and the investigation and analyses
undertaken, we have formed the opinion that, as of September IS, 1993, the
subject property has a Market Value of:
Two Mw.JON ONE Bt.JNDItED AND EIGHTY 'fII<KSAND DolLARS
($2,180,000)
Respectfully submitted,
,'7 1
g' /' ~t ~~j-
, 1/
. Mark QulnUYU, MAl
Stale Certified Geoenl Appraiser
Certification Number: RZOOOOl12
~7
Thomas F. Mqeob , MAl
State Certified Geaen1 Appraiser
Certificatioa Number: RZOOOOSS3
JMQ/nlm
(93-1S2C)
II
.
.
.
HEDG-PETH & GALLAHER, INC.
ilL' l. L~ 1\ II: .\I'I'IUISFRS ANO CONSlllT .\N I"
I j( I '<,fll RIA' b,' fl BMllUM'
CERTIFICATE OF APPRAISAL
ROBERT E. GALLAHER, JR. and PATRICIA J. BIRCH do hereby certify that upon
application by Ms. Marla Dumas, Redevelopment Coordinator for the City of Miami Beach,
they have made an investigation and analysis of the property legally described on page -
10 of this report and that, in their opinion, the market value of the fee simple title, as of
September 30, 1993 was as follows:
AS AN INDIVIDUAL SITE DEVELOPED WITH AN APARTMENT CONDOMINIUM.
TWO MIWON ONE HUNDRED THOUSAND DOLLARS
$2.100.000
AS THOUGH ASSEMBLED WITH ADJOINING LAND.
TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS
$2.700.000
The undersigned appraisers certify that, to the best of their knowledge and belief, the
statements contained in this report are true and correct; the reported analyses, opinions,
and conclusions are limited only by the reported "Assumptions and limiting Conditions"
at page 2, and are their personal, unbiased professional analyses, opinions, and
conclusions; their compensation is not contingent on an action or event resulting from the
analyses, opinions or conclusions in, or the use of, this report; also that this appraisal has
been prepared in conformity with the requirements of the Code of Professional Ethics and
the Standards of Professional Practice of the Appraisal Institute and in conformity with the
requirements of the State of Aorida for state' certified appraisals. The use of this report
is subject to the requirements of the Appraisal Institute and the State of Florida relating
to review by duly authorized representatives of the Institute and by the Real Estate Sub-
Committee of the Florida Real Estate Commission.
The appraisers do further certify that they have no present or prospective interest in the
property and no personal interest or bias with respect to the parties involved and that
they have made a personal inspection of the property that is the subject of this report and
that there has been no unacknowledged significant professional assistance.
As of the date of this report, Robert E. Gallaher, Jr., has completed the requirements
under the continuing education program for the Appraisal Institute and both Mr. Gallaher
and Ms. Birch have completed the continuing education requirements for the State of
Aorida.
1,'~Tf,7~~? ~1? /,0) j.
If. !, ICo" ~ G1~~
ROBERT E. GAL HER. JR., MAl PATRICIA J. BIRCH
Stat~ . Certified General Appraiser State Certified General Appraiser
Certificate No. RZ0000098 Certificate No. RZOOO1294
DATED: OCTOBER 29,1993
One Datnn Center' 9100 South Dadcland Boulevard, Suite 1704. Miami, Florida 33156. Phone (305) 670-2211 . Fu (305) 670.9988