HomeMy WebLinkAbout2005-25829 Reso
RESOLUTION NO. 2005-25829
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE SALE OF THE CITY-
OWNED WATERFRONT PROPERTY, LOCATED AT 2620 BIARRITZ
DRIVE, MIAMI BEACH, FLORIDA, TO SHELDON MARGULES, AS THE
HIGHEST BIDDER PURSUANT TO THE AUCTION OF THE PROPERTY
HELD ON FEBRUARY 18, 2005; AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE PRIMARY REAL ESTATE SALES CONTRACT
BY AND BETWEEN THE CITY AND MR. MARGULES, FOR THE
PURCHASE PRICE OF $1,942,500 ($1,850,000 HIGH BID, PLUS THE 5%
BUYER'S PREMIUM OF $92,500); AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE BACK-UP REAL ESTATE SALES CONTRACT
BY AND BETWEEN THE CITY AND TONY ROMEO, THE SECOND
HIGHEST BIDDER, FOR THE PURCHASE PRICE OF $1,916,250
($1,825,000 2ND HIGHEST BID, PLUS THE 5% BUYER'S PREMIUM OF
$91,250); FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE ANY AND ALL OTHER DOCUMENTS NECESSARY TO CLOSE
EITHER THE PRIMARY TRANSACTION, WITH MR. MARGULES, OR THE
BACK-UP TRANSACTION WITH MR. ROMEO, THE SECOND HIGHEST
BIDDER, SHOULD THE CLOSING OF THE SALE WITH THE HIGH
BIDDER ON THE PRIMARY TRANSACTION NOT BE CONSUMATED;
PROVIDED FURTHER THAT THE PROCEEDS FROM THE SALE OF THE
AFORESTATED PROPERTY BE UTILIZED FOR THE CITY'S
RENOVATION OF THE NORMANDY SHORES GOLF COURSE,
PURSUANT TO THE MARCH 9, 2004 SPECIAL ELECTION BALLOT
QUESTION NO.7, ENTITLED, "SALE OF 2620 BIARRITZ DRIVE"
WHEREAS, on December 10, 2003, the Mayor and City Commission adopted
Resolution No. 2003-25440, approving the submission of a ballot question to the
electorate, asking whether the City-owned property at 2620 Biarritz Drive (the "Property")
should be sold and the proceeds applied to the renovation of the Normandy Shores Golf
Course; and
WHEREAS, on March 9, 2004, during Miami-Dade County's Presidential Preference
Primary Elections ballot, the voters of the City of Miami Beach were presented with seven
City ballot questions, including Ballot Question NO.7 entitled, "Sale of 2620 Biarritz Drive",
which read:
"Shall the City of Miami Beach sell waterfront property located at 2620
Biarritz Drive in Miami Beach, Florida (survey and legal description of
property on file in City's Public Works Department), with the sale proceeds to
be utilized for the City's renovation of the Normandy Shores Golf Course?" ;
and
WHEREAS, the matter was approved by a majority of the voters; and
WHEREAS, the most recent appraisal, as updated, prepared by Integra Realty
Resou rces determined the market value of the Property at $1 ,025,000, as of January 2005;
and
WHEREAS, after recommendation from the Finance and Citywide Projects
Committee, the Mayor and City Commission, at its June 9, 2004 meeting, authorized the
issuance of a Request for Proposals (RFP) to procure the services of an auctioneer to sell
the Property to the highest bidder; and
WHEREAS, pursuant to RFP No. 30-03/04 and, after a selection/evaluation
committee process, on October 13, 2004, the Mayor and City Commission directed the
Administration to enter into negotiations with the top-ranked firm of Fisher Auction Co. Inc.,
which were successfully concluded; and
WHEREAS, the Property was offered for sale, "As Is" and "Where Is", at auction, on
February 18, 2005 at 3:00 P.M. at; and
WHEREAS, Fisher Auction Company reported that there were 43 registered bidders
at the time of the auction; and
WHEREAS, a high bid price of $1,850,000 (plus a 5% Buyer's Premium of $92,500),
was proffered by Sheldon Margules, through his registered broker; and
WHEREAS, the next highest bidder, Tony Romeo, through his registered broker,
proffered a bid price of $1 ,825,000 (plus a 5% Buyer's Premium of $91 ,250); and
WHEREAS, a Primary Real Estate Sales Contract was executed on behalf of
Sheldon Margules, through a power of attorney, by his registered broker, and a Back-Up
Real Estate Sales Contract was executed on behalf of Tony Romeo, through a power or
attorney by his registered broker; and
WHEREAS, both the Primary and Back-up Real Estate Sales Contracts require
approval by the Mayor and City Commission and execution by the Mayor and City Clerk;
and
WHEREAS, the City Administration recommends approval and execution of the
attached Primary Contract, as well as the attached Back-Up Contract, in the event the
Primary Contract does not close; and
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve the sale of the City-owned property, located at 2620 Biarritz
Drive, Miami Beach, Florida, to Sheldon Margules, as the highest bidder pursuant to the
auction of the Property held on February 18, 2005; authorize the Mayor and City Clerk to
execute the attached Primary Real Estate Sales Contract by and between the City and Mr.
Margules, for the purchase price of $1 ,942,500 ($1,850,000 high bid, plus the 5% buyer's
premium of $92,500); authorize the Mayor and City Clerk to execute the Back-Up Real
Estate Sales Contract by and between the City and Tony Romeo, the second highest
bidder, for the purchase price of $1,916,250 ($1,825,000 2nd highest bid, plus the 5%
buyer's premium of $91,250); further authorize the Mayor and City Clerk to execute any
and all other documents necessary to close either the primary transaction, with Mr.
Margules, or the back-up transaction with Mr. Romeo, the second highest bidder, should
the closing of the sale with the high bidder on the primary transaction not be
consummated; and provide further that the proceeds from the sale of the aforestated
Property be utilized for the City's renovation of the Normandy Shores Golf Course,
pursuant to the March 9, 2004 Special Election Ballot Question No.7, entitled, "Sale of
2620 Biarritz Drive".
PASSED and ADOPTED this 23rd day of February, 2005.
ATTEST:
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CITY CLERK
JMG\CMC\JD\rlr
F:\DDHP\$ALL \ASSEl\2620BiarritzDrive\2620SaleApprovaIRES.DOC
APPROVED AS TO
FORM & LANGUAGE
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CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
m
Condensed Title:
A Resolution Approving The Sale, To The Highest Bidder, Of The City-Owned Waterfront Property To Be
Zoned For A Single-Family Residence, Located At 2620 Biarritz Drive, With The Sale Proceeds To Be
Utilized For The City's Renovation Of The Normandy Shores Golf Course, And Authorizing The Mayor And
City Clerk To Execute The Real Estate Sales Contract By And Between The City Of Miami Beach And
, The Highest Bidder, For The Purchase Price Of $ ; And Further
Authorizing The Mayor And City Clerk To Execute Any And All Other Documents Necessary To Close The
Transaction.
Issue:
Shall the City Commission approve the sale, to the highest bidder, of 2620 Biarritz Drive?
Item Summary/Recommendation:
Backaround: On December 10, 2003, the Mayor and City Commission adopted Resolution No. 2003-25440
approving the submission of a ballot question to the electorate, asking whether the City-owned vacant
park/waterfront lot at 2620 Biarritz Drive shall be sold and the proceeds applied to the renovation of the
Normandy Shores Golf Course. On March 9, 2004, during Miami-Dade County's Presidential Preference
Primary Election ballot the voters of the City of Miami Beach were presented with and approved the
respective Ballot Question. The Property, as of January 2005, has been appraised at a market value of
$1,025,000. Based on recommendations from the Finance and Citywide Projects Committee, the Mayor and
City Commission authorized the issuance of an RFP to procure the services of a Professional Real Estate
Auctioneer, which was deemed the best method to ensure that the sale process would be open, fair and
competitive. Pursuant to RFP 30-03/04, on October 13, 2004, the Mayor and City Commission directed the
Administration to enter into negotiations with the top-ranked firm of Fisher Auction Co. Inc., and said
negotiations were successfully concluded with Fisher, which was engaged by the City to conduct the auction.
Summarv of Auction: The property was offered for sale, "As Is" and "Where Is", at auction on February 18,
2005 at 3:00 P.M. EST. The City made no representations, except that it will provide clear and marketable
title. The property was offered to the highest bidder, subject to final approval by the Mayor and City
Commission, as to price. The high bidder provided a deposit in an amount equal to 10% of the purchase
price that was bid, and executed a Real Estate Sales Contract. Alternate "Back-up" contracts, if any, were
also accepted. In addition to the high bid price a Buyer's Premium of 5% of the bid price, will be borne by the
successful bidder. 50% (2.5%) of said Buyers Premium will go towards compensating Fisher Auction for
their auctioneering services, and 50% (2.5%) may go towards compensating a cooperating and duly
registered Broker, if representing the successful bidder (If no broker is involved, said 2.5% will go to the
City). If the transaction with the successful bidder, or alternate bidder, is not approved by the Mayor and City
Commission and/or the sale does not close, no fee will be paid to Fisher, except for pre-approved
reimbursables (currently estimated at $15,000+/-). The Real Estate Contract requires that the closing of the
sale occur within 40 days of the execution of the Contract by City.
The Administration recommends adoption of the Resolution.
Advisory Board Recommendation:
I N/A
Financial Information:
Source of
Funds:
D
Finance Dept.
Agenda Item 1(7 II
Date ;2 - J..3-o ~
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www.ci.miami-beach.fl.us
To:
From:
Subject:
COMMISSION MEMORANDUM
Mayor David Dermer and Date: February 23, 2005
Members of the City Commission
Jorge M. Gonzalez ~ (!..r~'~
City Manager U U
A RESOLUTION OF THE MAYOR AND CITY COMMISSION APPROVING
THE SALE, TO THE HIGHEST BIDDER, OF THE CITY-OWNED
WATERFRONT PROPERTY TO BE ZONED FOR A SINGLE-FAMILY
RESIDENCE, LOCATED AT 2620 BIARRITZ DRIVE, MIAMI BEACH,
FLORIDA, WITH THE SALE PROCEEDS TO BE UTILIZED FOR THE
CITY'S RENOVATION OF THE NORMANDY SHORES GOLF
COURSE, PURSUANT TO THE MARCH 9, 2004 SPECIAL ELECTION
BALLOT QUESTION NO.7, ENTITLED, "SALE OF 2620 BIARRITZ
DRIVE"; AND AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE REAL ESTATE SALES CONTRACT BY AND BETWEEN
THE CITY OF MIAMI BEACH AND , THE HIGHEST
BIDDER, FOR THE PURCHASE PRICE OF $ ; AND
FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
ANY AND ALL OTHER DOCUMENTS NECESSARY TO CLOSE THE
TRANSACTION.
Recommendation:
Adopt the Resolution.
HISTORY
The Referendum
On December 10, 2003, the Mayor and City Commission adopted Resolution No. 2003-
25440 approving the submission of a ballot question to the electorate, asking whether the
a City-owned vacant park/waterfront lot at 2620 Biarritz Drive shall be sold and the
proceeds applied to the renovation of the Normandy Shores Golf Course. The issue had
been previously discussed at the November 20, 2003, Finance and City Wide Projects
Committee with a positive recommendation forwarded to the Mayor and City Commission.
On March 9, 2004, during Miami-Dade County's Presidential Preference Primary
Election ballot the voters of the City of Miami Beach were presented with seven City ballot
questions, including Ballot Question NO.7 entitled, "Sale of 2620 Biarritz Drive", which
read:
"Shall the City of Miami Beach sell waterfront property located at 2620 Biarritz Drive in
Miami Beach, Florida (survey and legal description of property on file in City's Public
Works Department), with the sale proceeds to be utilized for the City's renovation of
the Normandy Shores Golf Course?"
The matter was approved by a majority of the voters.
Use of Proceeds
The preferred design for the Normandy Shores Golf Course that meets the intent of the
commitment made to the community for a "quality resident golf course," required
additional funding to proceed. One source of funds identified as available, was the use of
proceeds from the sale of the subject Property, a vacant City-owned parcel fronting
Biscayne Bay on Biarritz Drive directly across from the golf course. The sale of the
underutilized parcel has been supported by representatives of the Normandy Shores
Home Owners Association. Sale of the parcel required the aforementioned approval of the
voters in an election and adherence to the provisions of the Shapiro Ordinance that
governs the conditions and process in which public lands may be sold.
Property Valuation
On April 22, 2004, an appraisal report was forwarded to the Mayor and City Commission,
via LTC No. 91-2004, which was procured by the Administration for the subject Property.
The report was prepared by Integra Realty Resources and determined the market value of
bayfront parcel, as a single family lot, at $870,000. Said appraisal has been updated, and
as of January 2005, the market value was determined to be $1,025,000.
Sale MethodoloQY
On May 5, 2004, the Administration recommended that the City Commission refer to the
Finance and Citywide Projects Committee (the "Committee") for discussion, the alternative
options to consider relative to the process by which the Property will be publicly and
competitively offered for sale to ensure that the highest and best price is achieved. The
Mayor and City Commission accepted the Administration's recommendation and referred
the item to the Committee.
The Committee meeting was held on May 19, 2004. The Committee discussed the sale of
the Property. The City Manager introduced and summarized the item by stating that the
Administration is seeking guidance from the Committee relative to the competitive process
and minimum bid requirements applicable to the sale of the Property. The City's
Procurement Director discussed the pros and cons associated with the following
processes:
. Real Estate Auctioneer;
. Real Estate Broker;
. Competitive Sealed Bidding;
. E-Bay; or a
· Combination of two or more of the above processes.
The Committee discussed the pros and cons, including costs, associated with the
alternatives available in order to optimize the return to the City from the sale of the
property. After considering the various options and the pros and cons with each, the
Committee instructed the Administration to establish criteria for and prepare a Request for
Proposals (RFP) for a Professional Real Estate Auctioneer for the sale of the Property,
and expressed a sentiment that by selecting a Professional Real Estate Auctioneer, the
process would be open, fair and competitive.
The Mayor and City Commission at its June 9, 2004 meeting authorized the
Administration to issue the RFP for the selection of an auctioneer to sell the Property to
the highest bidder.
The Auctioneer
Pursuant to RFP 30-03/04, and after a selection/evaluation committee process, on
October 13, 2004, the Mayor and City Commission directed the Administration to enter
into negotiations with the top-ranked firm of Fisher Auction Co. Inc.; and should the
Administration not be able to negotiate an agreement with the top-ranked firm, authorize
the Administration to negotiate with the second-ranked firm of National Auction Company.
Negotiations were successfully concluded with Fisher Auction Company.
Summary of Auction:
· The property was offered for sale, "As Is" and "Where Is", at auction on February 18,
2005 at 3:00 P.M. EST. The City made no representations, except that it will provide
clear and marketable title.
· The property was offered to the highest bidder, subject to final approval by the Mayor
and City Commission, as to price, and approval of the Real Estate Sales Contract.
· The highest bidder provided an initial deposit, via cashier's check, in the amount of
$50,000 prior to the auction event, along with an additional deposit, jointly totaling an
amount equal to 10% of the purchase price that was bid.
· The successful and primary high bidder executed the attached Real Estate Sales "on-
site" the day of the auction.
· Alternate "Back-up" contracts, if any, were also executed on the day of the auction, but
would only be valid, in the event the transaction on the primary high bid contract does
not close.
· In addition to the high bid price a Buyer's Premium of 5% of the bid price, will be borne,
and paid to the City by, the successful bidder. 50% of said Buyers Premium
(2.5%) will go towards compensating Fisher Auction for their auctioneering services,
and 50% (2.5%) may go towards compensating a cooperating and duly registered
Broker, if said broker is representing the successful bidder (If no broker is involved,
said 2.5% will go to the City).
· If the transaction with the successful bidder or alternate bidder(s) is not approved by
the Mayor and City Commission and/or the sale does not close, no fee will be paid to
Fisher, except for pre-approved reimbursables, which are currently estimated at
$15,000 (+/-).
· The Real Estate Contract requires that the closing of the sale with the successful
bidder take place within 40 days of the execution of the Contract.
The Administration recommends that the Mayor and City Commission approve the sale, to
the highest bidder, of the subject Property (2620 Biarritz Drive), and authorize the Mayor
and City Clerk to execute the Real Estate Sales Contract between the City and the highest
bidder, , for the purchase price of $ , and further
authorize the Mayor and City Clerk to execute any and all other documents necessary to
close the transaction.
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PRIMARY CONTRACT
2620 Biarritz Drive
OFA (1of 3)
REAL ESTATE SALES CONTRACT
THIS REAL ESTATE SALES CONTRACT (hereinafter referred to as the
"Agreement"), is dated this _ day of February, 2005, and is entered into by and
between the CITY OF MIAMI BEACH, a municipal corporation organized and existing
under the laws of the State of Florida and/or assigns (the "Seller"), whose address is
1700 Convention Center Drive, Miami Beach, Florida, 33139, and
...s Hl!'1. ~oN tt\^P- ~'IL,~ Of\. .. 1..11WI I~ '-IAwLI'r-/ (the "Buyer"), whose address is
c:o~t~~ 1'.,.I!.S ~~1Ul~ ~N4 .~N~ 1.\ 1'4\~~Gk L.AJt:
\CID ~ ~ '1 ~ '1\A AH() ~'l1lV() rr 1't\~"<W~) HAS w, ~ Lhw ~cN<.g- J N6v Yof\.. ~
1. DESCRIPTION OF PROPERTY:
Seller agrees to sell and Buyer agrees to purchase, under the terms and
conditions set forth in this Agreement, all right, title and interest of the Seller in
and to the following:
A. The parcel(s) of real property, located at 2620 Biarritz Drive, Miami Beach,
Florida, 33141, consisting of approximately 13,132 square feet of vacant
land, together with any and all easements, covenants and other rights
appurtenant to such parcels and owned by Seller, the legal description of
which is (hereinafter the "Property"):
See Exhibit "A", attached hereto and incorporated herein
B. Property, is being conveyed in "as is" and "where is" condition, with no
warranties expressed or implied.
2. PURCHASE PRICE:
The total purchase price of the Property is $ \ J ~ Lf Z /5 DO,:!2 (U.S.) payable in
, ~
certified funds or by wire transfer, as follows:
Initial Deposit paid to Bloom and Minsker, P.A. Trust Account,
(Escrow Agent),111 0 Brickell Avenue, 7th Fir, Miami, Florida 33131,
due on or before February 18, 2005, by way of Cashier's Check: $ 50,000
Additional Deposit, bringing the total deposit to an amount totaling 10% of the
Purchase Price, due at the time of Buyer's execution of this Real Estate Sales
Contract: $ , q q Z 50 ~
j
Certified Funds or wire transfer of funds required at closing: $ f) 14 g J 2~; o!-'~
, ..
Total Purchase Price:
$~OO~
Subject to adjustments and prorations provided for in this Agreement.
1
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The deposits to be paid by Buyer shall be held by Bloom and Minsker, P.A. Trust
Account and shall be refundable to Buyer only as set forth herein. Interest on
the deposits to be paid by Buyer shall follow the principal of said deposits. Such
deposits, together with the interest accrued thereon, are hereinafter referred to
as the "Earnest Money Deposit."
3. ACCEPTANCE:
Until such time as this Agreement has been fully executed by Buyer and, further,
until such time as the Purchase Price and the Agreement has been approved by
the Mayor and City Commission of the City of Miami Beach, and the Agreement
is executed by Seller, this Agreement shall not be binding.
4. FACSIMILE: EFFECTIVE DATE:
Facsimile copies of this Agreement, signed and initialed in counterpart, shall be
considered for all purposes, including delivery, as originals. The Effective Date of
this Agreement will be (a) the date when the last one of Buyer and Seller has
signed this offer, or (b) if changes in this offer (after signature) have been made
and initialed by the parties, the date when the last one of Buyer or Seller has
initialed those changes.
5. INSPECTIONS AND CONDITION OF PROPERTY:
A. Buyer herein acknowledges and agrees to complete its due diligence
inspection of the Property prior to February 17, 2005 (the Inspection
Period). NO FURTHER INSPECTION PERIODS SHALL BE PROVIDED
PURSUANT TO THIS AGREEMENT.
B. During the Inspection Period, Buyer may conduct such inspections, at
Buyer's sole expense, as Buyer may deem necessary to ascertain the
physical condition of the Property. However, Buyer shall arrange for any
such inspections by appointment coordinated with Fisher Auction
Company, Inc.
C. Buyer shall (i) complete its Inspection Period; (ii) not disturb or interfere
with the operation, management or use of the Property by Seller, Seller's
agents, any tenant of the Property or by any such tenant's customers,
invitee or guests; and (iii) not damage or affect the physical structure of
the Property. Buyer shall be responsible for any and all losses, damages,
charges and other costs associated with such inspections and studies,
and Buyer covenants and agrees to return the Property to the same
condition as existed prior to such inspections and studies. Buyer agrees
not to allow any liens to arise against the Property as a result of such
inspections and studies and agrees to indemnify and hold Seller harmless
from and against any and all claims, charges, actions, costs, suits,
damages, injuries, or other liabilities which arise, either directly or
2
4
indirectly, from Buyer's or its agent's or employee's entry onto the
Property prior to Closing.
D. BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE
PROPERTY IN "AS IS, WHERE IS" CONDITION AND BUYER
FURTHER ACKNOWLEDGES THAT SELLER HAS MADE NO
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY.
6. TERMINATION AFTER INSPECTION PERIOD:
Intentionally Omitted.
7. CLOSING:
A. The closing for delivery of the deed and payment of the balance of the
Purchase Price shall take place at Seller's attorney's office, who shall be
the closing agent, or at such other place as the parties may mutually
agree upon, on or before Ap(?lL- 4 , 2005, or such other date as the
parties may mutually agree upon.
B. Possession of the Property shall be transferred by Seller to Buyer
simultaneously with the closing of title.
8. FINANCING:
This is an all cash transaction.
9. SELLER'S REPRESENTATIONS AND WARRANTIES:
A.
Seller represents and warrants to Buyer that as of the Effective Date, the
person executing this Agreement on behalf of Seller is duly authorized to
do so, that Seller has full right and authority to enter into this Agreement,
and this Agreement constitutes a valid and legally binding obligation of
Seller, enforceable against Seller in accordance with its terms.
B.
Seller is a municipal corporation organized and existing under the laws of
the State of Florida validly existing and in good standing, and authorized
to do business within the State of Florida.
C.
Seller has good, marketable and insurable fee simple title to the Property.
D.
There are no actions, suits, claims, condemnation proceedings, or other
matters pending, or, to the Seller's best knowledge and belief, threatened
against Seller that could affect Seller's ability to perform its obligations
under this Agreement.
E.
There are no payments for work and/or improvements to the Property
iv~
3
which are unpaid or will become due or owing at Closing.
F. There are no existing notices of violation of any Federal, State, County or
City statutes, laws, ordinances or regulations with respect to the Property.
10. BUYER'S REPRESENTATIONS AND WARRANTIES:
Buyer represents and warrants to Seller that the following are true, accurate and
complete as of the Effective Date:
A. Each of the persons executing this Agreement on behalf of Buyer is duly
authorized to do so. Buyer has full right and authority to enter into this
Agreement and to complete the transaction contemplated herein and this
Agreement constitutes a valid and legally binding obligation of Buyer,
enforceable against Buyer in accordance with its terms.
B. There are no actions, suits, claims or other matters pending, or, to the
Buyer's best knowledge and belief, or threatened against Buyer that could
affect Buyer's ability to perform its obligations under this Agreement.
C. Buyer has sufficient funds and worthy credit available to consummate the
Closing of the transaction described in this Agreement.
11. LIMITATIONS ON FUTURE LEASES AND RENTALS:
Intentionally omitted
12. CONDITION OF PROPERTY AT CLOSING:
Seller shall be obligated to maintain the Property in the same condition as of the
Effective Date, reasonable wear and tear excepted.
13. CONDITIONS PRECEDENT TO CLOSING:
Intentionally omitted
14. CLOSING; DELIVERIES AT CLOSING:
The closing of the transaction contemplated in this Agreement ("Closing") shall
take place on the date set forth in Paragraph 7 of this Agreement.
A. At, or prior to, the time of Closing, Seller shall deliver to Buyer the
following items in form and substance reasonably acceptable to Buyer:
(i) Statutory Warranty Deed.
(ii) Such other documents as may be reasonably required in order
to carry out the purchase and sale.
4
~~
B. At the time of closing, Buyer shall deliver or cause to be delivered to
Seller the following items in form and substance reasonably acceptable to
Seller:
(i) The balance of the Purchase Price and such other funds necessary
to pay all Closing and other costs and adjustments to be paid by
Buyer under this Agreement (to be delivered by certified funds or
wire transfer).
C. Each party agrees to execute and deliver at Closing, a settlement
statement setting forth the charges, adjustments and credits to each party
and to execute and deliver such other documents and take such actions
as either party or the Escrow Agent might reasonably request to
consummate the transaction herein contemplated.
15. RISK OF LOSS:
Risk of loss prior to Closing shall be borne by Seller.
A. CONDEMNATION:
In the event that all or any substantial portion of the Property is
condemned or taken by eminent domain prior to Closing, Buyer may, at its
option, either: (i) terminate this Agreement by written notice thereof to
Seller within five (5) days after Seller notifies Buyer of the condemnation
and receive an immediate refund of the Deposit, and all interest accrued
thereon or (ii) proceed to close the transaction contemplated herein
pursuant to the terms hereof, in which event Seller shall deliver to Buyer
at the Closing any proceeds actually received by Seller attributable to the
Property from such condemnation or eminent domain proceeding, net of
any costs associated with such condemnation or eminent domain
proceeding, or an assignment of Seller's rights against the condemning
authority, and there shall be no reduction in the purchase price. In the
event Buyer fails to timely deliver written notice of termination as
described in (i) above, Buyer shall be deemed to have elected to proceed
in accordance with (ii) above.
16. EXPENSES OF CLOSING:
A. Seller shall pay the following costs incurred in this sale:
(i) Seller's attorneys fees and costs;
(ii) The cost of recording any releases or corrective title instruments;
and
B. Buyer shall pay the following costs incurred in this sale:
5
(fr#
(i) Buyer's attorney's fees and costs;
(ii) The costs of recording the deed of conveyance;
(iii) The cost of a certified survey (if Buyer so requires) certified to the
benefit of the Buyer and the Title Insurer;
(iv) Any documentary stamp or transfer taxes, including surtax,
imposed in connection with the sale of the Property;
(v) All Title Insurance Premiums;
(vi) Buyer's Premium, totaling five percent (5%) of the Purchase Price,
payable to City of Miami Beach, Florida.
17. SPECIAL ASSESSMENTS: PRORATIONS AND CREDITS:
A. Special Assessment Liens.
Certified, confirmed, and ratified special assessment liens as of the
Closing Date (and not as of the Effective Date) are to be paid by Seller.
Pending liens as of the Closing Date will be assumed by Buyer, provided,
however, that when the improvement resulting in the assessment has
been substantially completed as of the Effective Date, the pending lien will
be considered as certified, confirmed, or ratified and Seller will at Closing
be charged an amount equal to the last estimate by the public body, of the
assessment for the improvement.
B. Prorations:
Current ad valorem real estate taxes, based on the latest tax bill then
available; personal property taxes, rents (if any), maintenance fees and
other similar customarily proratable items shall be prorated, without
discount, as of the Closing Date with Buyer being responsible for and
being credited with those on the day of Closing. All current year's ad
valorem real property taxes and all personal property taxes shall be paid
by Seller prior to the Closing Date. The provisions of the Paragraph are
intended to survive Closing.
18.
EVIDENCE OF TITLE:
Buyer acknowledges that Seller does not have a prior title policy or abstract for
the Property and, as such, Buyer shall pay all costs, except for such costs
incurred by Seller pursuant to Section 16.A (ii), for a title update and title policy.
Buyer shall, at its own expense, obtain a commitment for an owner's title
insurance policy (hereinafter referred to as the "Commitment") written on a title
insurance company which is authorized and registered to issue title insurance in
the State of Florida (the "Title Company") evidencing that Seller is vested with
fee simple, good and marketable title to the Property, free and clear of all liens,
ilk
6
encumbrances, exceptions or qualifications whatsoever save and except for (a)
those exceptions specified as "Permitted Exceptions" and (b) those exceptions to
title which are to be discharged by Seller at or before the closing thereof. Legible
copies of all exceptions set forth on the Commitment shall be attached to it. The
Commitment shall also evidence that upon the execution, delivery and
recordation of the Deed to be delivered pursuant to the provisions of this
Contract and the satisfaction of all requirements specified in the Commitment,
Buyer shall acquire fee simple, good and marketable title to the Property, subject
only to the Permitted Exceptions. Seller shall comply with all reasonable
requirements set forth in Buyer's title commitment applicable to Seller (including
delivery of a "gap" affidavit in addition to the other documents described in the
Commitment) and Buyer shall comply with all requirements set forth in the
Commitment applicable to Buyer. If Buyer or its attorneys shall determine the
Commitment does not meet the requirements specified above, or that the title to
the Property is unmarketable for reasons other that the existence of Permitted
Exception or exceptions which are to be discharged by Seller at or before the
closing hereof, the Buyer shall notify Seller of that fact in writing within ten (10)
days after Buyer's receipt of the Commitment. Such written notice shall specify
those liens, encumbrances, exceptions or qualifications to title which are not; (I)
Permitted Exceptions; (ii) contemplated by this Contract to be discharged by
Seller at or before closing. or (iii) reasonably acceptable to Buyer despite not
being either Permitted Exceptions or dischargeable at closing; any such liens,
encumbrances, exceptions or qualifications being hereinafter referred to as "Title
Defects. "
Seller, without any obligation on its part to bring lawsuits or expend more than
$1,000.00 shall have sixty (60) days following its receipt of written notice of the
existence of Title Defects in which to cure or eliminate the Title Defects to the
satisfaction of the Title Company in such manner as to permit the Title Company
to either endorse the Commitment so as to delete the Title Defects therefrom or
issue a new Commitment which specifically provides affirmative insurance over
or against those Title Defects specified by Buyer, and which otherwise meets the
requirements of this Paragraph. If Seller shall in fact cure or eliminate the Title
Defects, the Closing shall take place on the date specified in this Agreement, or
if such date has passed, within thirty (30) days after the end of said sixty (60) day
period.
If Seller is unable to cure or eliminate the Title Defects within the time allowed, or
is unwilling to cure any Title Defect because it would require the expenditure of
money in excess of $1,000.00 (in which event the Seller shall immediately
provide the Buyer with written notice of that fact and the curative period shall
terminate as of the date of said notice), Buyer may elect to terminate this
Agreement within thirty (30) days following the expiration of the sixty (60) day
curative period (or earlier termination of said curative period) by giving written
notice of termination to Seller or, alternatively, Buyer must close its purchase of
the Property and accept the conveyance of the Property subject to the Title ~
7 ~ '
Defects, in which event the closing shall take place on the date specified in this
Agreement without reduction in the Purchase Price, or in the event such date
has passed within thirty (30) days after the end of said sixty (60) day period. If,
by giving written notice to Seller within the time allowed, Buyer elects to
terminate this Agreement because of the existence of uncured title Defects,
Buyer shall have as its sole remedy the return of the Earnest Money Deposit
and, upon the disbursement thereof to Buyer, this Agreement and all rights and
obligations of the parties hereunder shall terminate and be null and void except
those which expressly survive termination of this Agreement.
19. TENANT ESTOPPEL LETTERS:
Intentionally Omitted
20. ASSIGNMENT:
This Agreement may not be assigned.
21. DEFAULT:
Should Buyer fail to purchase on the date on which title is to close in
accordance with this Agreement, or fail to perform any of Buyer's other
obligations under this Agreement and such default is not cured within ten
(10) days after written notice to Buyer, Seller may, at Seller's option, cancel
this Agreement by written notice to Buyer. In such event, Buyer's deposits
and all other sums paid to Seller (including any interest earned thereon)
shall be retained by Seller as liquidated and agreed damages for Buyer's
default, and this Agreement shall terminate. Seller has removed the
Property from the market and has incurred indirect expenses relative to
sales, advertising and the like, and Buyer recognizes that no other method
could determine the precise damage resulting and retention of all sums
then paid as liquidated and agreed damages shall be Seller's sole remedy
in the event of Buyer's default. If this Agreement is so canceled, Seller may
sell the Property to any third party as though this Agreement had never
been made (without any obligation to account to Buyer for any part of the
proceeds of such sale). Buyer agrees not to file any action against Seller
seeking the return of any portion of said deposits or seek any reduction in
the amount of the liquidated and agreed upon damages if this Agreement is
terminated for Buyer's default. Should Seller default under this Agreement
or fails to perform any of Seller's other obligations under this Agreement
and such default is not cured within ten (10) days after written notice to
Seller, Buyer's sole and exclusive remedy shall be to obtain a refund of all
deposits made, whereupon this Agreement shall terminate and neither
party shall have any liability to the other.
22. MISCELLANEOUS PROVISIONS:
A. All written notices and demands provided under this Agreement shall be
hand delivered or sent via certified or registered mail, return receipt ~
8 ~~
requested, or by Federal Express or other air carrier service. All notices
and demands shall be deemed properly addressed if addressed as
follows and if mailed, shall be deemed given upon being deposited in the
United States mail, postage prepaid:
For the Seller:
Asset Manager
City of Miami Beach
1700 Convention Center Drive, 3rd Floor
Miami Beach, Florida 33139
With a copy to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
For the Buyer:
5-HEL-PCI-J M A-p'{l\l L.. E S
z. l M PI NO (t L. A N E.
L^v..; {"<\he < / t\l Y
With a copy to:
t::=U-J: ~ N Ct\ A FETZ. r. A .
e1Cl 1\
\ ,9 WASHI~h"c.~ v-elAV-e.
H 'AWlI Be ~~6rL 3313'1
( }c.: $") G:::.7 Z. ... 3 i ()
,
B. This Agreement supersedes and any all prior understandings and
agreements between Seller, its agents and representatives and Buyer. It
is mutually understood and agreed that this Agreement represents the
entire understanding between Buyer and Seller. No representations or
inducements made prior to the signing of this Agreement, which are not
expressly included in this Agreement or imposed by law, shall be of any
force or effect.
C. The acceptance of the deed by Buyer at the Closing of this transaction
shall be acknowledgment by Buyer of the full performance by Seller of all
of its agreements and responsibilities hereunder, and no performance of
any agreement, obligation, responsibility or representation of Seller shall
survive the closing of this transaction, except those specifically provided
for by statute and those specifically stated in this Agreement to survive the
closing.
D. Time shall be of the essence with regard to performance pursuant to this
Agreement.
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E. Any disputes arising in connection with this Agreement shall be settled
according to Florida law and venue for any action in connection with this
Agreement shall be in Miami-Dade County, Florida. This Agreement shall
be governed by, and construed in accordance with, the laws of the State
of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this
Agreement shall be Miami-Dade County, Florida, if in state court, and the
U.S. District Court, Southern District of Florida, if in federal court. BY
ENTERING INTO THIS AGREEMENT, BUYER AND SELLER
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT AND/OR THE GROUND LEASE.
F. No modification of this Agreement shall be valid unless in writing and
signed by both parties.
G. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and said counterparts shall constitute
but one and the same instrument which may be sufficiently evidenced by
one such counterpart.
H. Should any part, clause, provision or condition of this Agreement be held
to be void, invalid or inoperative, the parties agree that such invalidity shall
not affect any other part, clause, provision or condition thereof, and that
the remainder of this Agreement shall be effective as though such void
part, clause, provision, or condition had not been contained herein.
I. In the event of any litigation arising from this Agreement the prevailing
party shall be entitled to recover attorney's fees and costs incurred
therewith.
23. BUYER'S PREMIUM:
In addition to Buyer's obligation to pay Seller the full Purchase Price
contemplated herein, the Buyer further agrees to pay Seller a Buyer's Premium!
for the sale of the Property, in the total amount of 5% of the Purchase Price.
(a) In the event the services of a duly licensed real estate broker, have
been utilized by the Buyer, 50% of the Buyer's Premium shall go to
towards compensating said real estate broker.
(b) The Buyer agrees and understands that the Seller is using the
services of a duly licensed Auctioneer for the sale of the Property,
and that compensation to said Auctioneer will be paid from the a
portion of the Buyers Premium, in an amount equal to 50% of the
Buyer's Premium.
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ifh
(c) The Buyer further acknowledges and agrees that Seller shall not be
responsible for any brokerage fees and/or costs.
24. RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to person who are
exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon
and radon testing may be obtained from your county health unit.
25. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT:
The Foreign Investment in Real Property Tax Act (FIRPTA), IRC 1443, requires
that every purchase of U.S. real property must, unless an exemption applies,
deduct and withhold from Seller's proceeds ten percent (10%) of the gross sales
price. The primary exceptions which might be applicable are: (a) Seller provided
Buyer with an affidavit under penalty of perjury, that Seller is not a "foreign
persons," as defined in FIRPTA, or (b) Seller provides Buyer with a "qualifying
statement, "as defined in FIRPTA, issued by the Internal Revenue Service.
Seller and Buyer agree to execute and deliver as appropriate, any instrument,
affidavit and statement, and to perform any acts reasonably necessary to carry
out the provisions of FIRPTA and regulations promulgated thereunder.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth below.
~~.f~
David Dermer, Mayor
SELLER: City of Miami Beach
Attest:
By:
City Clerk
Mt~tm
'5ffEl--bCKJ fJJ/1~
BUYER:&2:~1}Ik
;;::/4 J // ;3005'"
By: ~'W <1'\..&0 f'/ MM-G-u L. ~ ~
Print Name
_", ISlL~ C.li^r-~
HzM tI ML~ 23 / MO J
Date
~_1t\I ~,.,y ,~) tt,. <r
Date
ESCROW AGENT:
~t.'OM "'L. ~ INg ktf\-) P. L.
By:
"r.~oA"''t )'9 J q,o a~
Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
F:\atto\AGUR\AGREEMNT\2620 Biarritz Drive Purchase & Sale Agreement
/// /L#[)u/I- l-~-oS"
~ Date
12
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Exhibit A
Legal Description
Commence at the northwest corner of Tract 46A, NORMANDY GOLF COURSE
SUBDIVISION, according to the plat thereof, recorded In Plat Book 44, at Page 62,
Public Records of Miami-Dade County, Florida. Said point also known as the northwest
corner of Lot 18, SUBDIVISION OF TRACT 46-A OF NORMANDY GOLF COURSE
SUBDIVISION, recorded In Plat Book 55 at Page 95, Public Records of Miami-Dade
County, Florida; thence, from the northerly line of said Tract 46A, deflecting 790 36' 34"
to the left to the tangent of a circular curve concave to the southeast, having a central
angle of 12 0 52' 32" ana a radius of 2225.00 feet and run along the arc of said curve
for a distance of 500.00 feet to the POINT OF BEGINNING of the tract of land herein
described. Said point being the southwest corner of Lot 1, Block 65, NORMANDY
GOLF COURSE SUBDIVISION, recorded In Plat Book 44, at Page 62, Public Records
of Miami-Dade County, Florida: thence North 76 0 30' 00" East, along the south line of
said Lot 1 for a distance of 182.99 feet to the southeast corner of sold Lot 1: thence
South 24039' 44" West, along the southerly extension of the east line of said Lot 1 for a
distance of 79.47 feet to a point of tangency; thence run along the arc of a curve
concave to the southeast, having a central angle of 30 12' 33" and a radius of 544.71
feet for a distance of 30.51 feet; thence South 850 12' 32" West for a distance of 152.11
feet: thence along the arc of a curve concave to the southeast, whose radius bears
South 750 59' 45" East having a central angle of 010 52' 23" and a radius of 2225.00
feet for a distance of 72.73 feet to the POINT OF BEGINNING. Said lands located, lying
and being in the City of Miami Beach, Miami-Dade County, Florida.
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