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Home My WebLink AboutLetter/Thomas V. Eagan P. A. STEEL. HECTOR IDAVIS I Q~Dlu~ q8'-2-L1J.-~ s:~-: .....~:.:. 8. ~3 :: : :.J s': _:- 2,s:a: "E ::~.: '.- " .. ~. :.. 1",'. :,':'. ~: ~.: ,. . ~~ - - - - - - . :.~.:; : -- - :JC 305.577.7Q01 Fax Thomas V. Eagan, P.A. May 26, 1999 305 5i~2a,4 VIA COURIER Murray H. Dubbin, Esquire City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Re: The Miami Beach Redevelopment Agency (the "Redevelopment Agency") - Transfer of ssm North Parcel to West Side Partners, Ltd" a Florida limited partnership ("West Side") Dear Murray: Enclosed herewith please find folders containing four execution copies of the following closing documentation (except as otherwise noted), to wit: VI. j/2. 1-"'3. 0. V5, '" 6. V,7 1/8. V9 VIO, yll. y12. yt3. Vl4, viS, t/16. ;/17. Release and Consent 5" Termination Agreement ~ Parking License 7 . Improvements License ? Waiver of Riparian Rights II Grant of BaywaIk ~ment I.;) Grant of Easements (150 Foot Easement Area) / S Amended and Restated Parking Agreement I" Release of Access and Utility Easements /7 Access and Utility License and Removal Agreement I r Washington Avenue Extension Easement Dedication Agreement/? Release and Modification of Easement Agreement 0) 0 Grant of Easements for ssm South Drop-Off Parking and Access Easement Agreement ~ I Staging Area License Agreement Ol-,."l.. Pump Station Removal Agreement,,).J' Release and Termination of Easements 01 y Amended and Restated Waiver of Riparian Rights (SSm South)..u- ,. , Uo~ jtLUINlJ A-u'6' IJ) yU ro. West Palm Beach 5616507200 5 E ~ 6 5 5 , SO 9 c 3 ' Caracas 53~ 951 ~ 105 ~=2 95, ~. 06 FJ~ )w it- I~ -~ tJLaL~J) ~ _ G-UM-} fl.Uftf\(J,-", . STEELI HECTOR iii DA V IS ,,",,-,,;,,:;, ~"IL:."'''''''''''''''_' Murray H. Dubbin, Esq. Re: Transfer of ssm North Parcel May 26, 1999 ~~_:-A::~~;;:~ ;:~~:::d ~-'---"-'-~:~~~;:~ginalS) ~ : 19. Partial Release of Marina Lease Agn;ement ,),7 ,v'20. FIRPTA, GAP, Parties-in-Possession and Mechanics' Lien Affidavit:1 I i/ 21. Transferor's Expense Statement ~ 1/2'?-. Letter Agre~ment .) (;; " //23, Parking Sublicense t 04. Improvements Sublicense' /0 V 25, Escrow Agent Direction Letter I My general comments are as follow: I. The documents referenced in Paragraphs 1 through 15 were referenced in that certain Settlement Agreement, entered into by and among the City of Miami Beach, Florida (the "City"), the Redevelopment Agency and West Side, dated April 15, 1998 and amended May 20, 1998, July 13,1998, and September 23,1998 (collectively, the "Settlement Agreement"). The balance of the documents referenced in Paragraphs 16 through 25 are either consistent with our prior obligations in connection with the conveyance of SSDI North to West Side, or have been subsequently negotiated by respective counsel for the parties. 2. The Documentary Stamp Taxes and the Miami-Dade County Surtax were calculated based upon the judgment creditor being owed $6,380,086,25. On January 10, 1996, the City agreed that the judgment creditor was owed $4,542,982.85, plus interest thereon at 12% per annum. Additional interest in the amount of$I,837,103.40 has been calculated through May 24, 1999 (i.e. 1,230 days) at the rate of$I,493,58 per diem, Accordingly, when you add the additional interest in the amount of$I,837, 103.40 to the amount owed on January 10, 1996 (i&., $4,542,982.85), you arrive at the total amount owed of$6,380,086,25, 3. I have deleted Paragraph 4 from the Amended and Restated Waiver of Riparian Rights (referenced in Paragraph 17 above), since we have already reached agreement with West Side as to their rights regarding marina slips, as documented in the Settlement Agreement. 4. We have been advised by counsel for West Side that Chicago Title Insurance Company has deleted additional title exceptions from their Title Commitment, and based STEEL. HECTOR &l DA V IS ~""""...'. '."'....',~" Murray H. Dubbin, Esq. Re: Transfer of SSDI North Parcel May 26, 1999 Page 3 upon said deletion (which is to be provided to us at time of closing) I am prepared to eliminate additional Permitted Exceptions from proposed Exhibit B to the Special Warranty Deed for SSDI North, with the understanding preserved in the Letter Agreement (referenced in Paragraph 22) that the elimination of such title exceptions shall not be deemed determinitative as to whether or not any contractual obligations between or among West Side, the City and/or Redevelopment Agency have been satisfied. 5. Please note in reviewing the FIRPTA, GAP, Parties in Possession and Mechanics' Lien Affidavit that certain parties will be allowed to remain in possession of ssm North, and that the Redevelopment Agency may rely upon the title affidavit to be given by Miami Beach Marina Associates, Ltd" a Florida limited partnership (the "Marina Lessee"), as to the proper termination of the rights granted by the Marina Lessee to said parties. For your convenience, I have enclosed a copy of the Marina Lessee's title affidavit, the original of which will be delivered at time of closing, 6. On January 19, 1996, the City and West Side entered into an escrow agreement whereby the City's letter dated January 10, 1996 (regarding the City's option of exercising eminent domain as to SSDI North was discussed) was placed in escrow with the above captioned law firm. Although the terms and conditions which would permit the release of the City's letter have not been satisfied, West Side has requested that the letter be released to West Side, I have no objection to this release, and if you concur, then the Escrow Agent Direction Letter referenced in Paragraph 25 above should be executed, and returned to the undersigned. ' 7. Please note that I have not received the Consent and Subordination from ORIX USA Corporation in connection with the Improvements Sublicense (referenced in Paragraph 24 above) or in connection with the Parking Sublicense (referenced in Paragraph 23 above). It is my expectation that we will receive said documentation at time of closing. There are various other minor errors or issues in the enclosed documentation, which I will discuss with you in person or on the telephone, as you may require, All of said matters will be resolved to our satisfaction prior to the delivery of said documentation at time of closing. Kindly advise if you have any questions or comments regarding the foregoing, In the event that the enclosed documentation meets with your approval, I would appreciate your stamping each document signifying your approval as to form and langaugae, and for execution, so that STEELI HECTOR &l DA V IS Murray H. Dubbin, Esq, Re: Transfer of SSDI North Parcel May 26, 1999 Page 4 the Chairman and the Secretary of the Redevelopment Agency may execute said documentation, where appropriate, on behalf of the Redevelopment Agency, and in certain instances the Mayor and the City Clerk, may execute said documentation, where appropriate, on behalf of the City. Please note that some of the enclosed documents need to be executed in front of two witnesses and a notary public, and the seal of the City should be affixed' wherever the City is required to sign. Upon completion of the foregoing, said executed documents should be returned to the undersigned along with your check in the amount of $68,167,15 (for the matters itemized in the Transferor's Expense Statement referenced in Paragraph 21 above) made payable to Chicago Title Insurance Company, so that we can proceed to meet with the representatives of Chicago Title and West Side to finalize this transaction. Kindly advise if you have any comments or suggestions regarding the foregoing. Best regards. y yours, ______ ---- Enclosures cc: Lawrence A. Levy, Esq., w/o encs, MlA_1998/S01642-1