HomeMy WebLinkAboutReso 98- 55
RESOLUTION NO. 98-55-
A RESOLUTION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING THE CONTRACT FOR THE SALE
AND PURCHASE OF 17451 COLLINS A VENUE KNOWN AS
THE PRINCESS BEACH MOTEL ON THE TERMS AND
CONDITIONS SET FORTH IN THE CONTRACT FOR SALE
AND PURCHASE AND ADDENDUM ATTACHED HERETO
AS EXHmIT "A"; AUTHORIZING THE MA YOR TO
EXECUTE SUCH CONTRACT; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach which became incorporated on June 16, 1997
has no park land included within its corporate boundaries; and
WHEREAS, the Mayor and the Commission have expressed the desire to create at least one
park for the citizens of the City of Sunny Isles Beach and desires to better facilitate oceanfront access;
and have approved in concept by Resolution No. 98-46 the letter of intent of the purchase and sale
of the property for such a park;
WHEREAS, the City Manager, the City Attorney and the Mayor have reviewed and analyzed
the number of oceanfront properties and entered into negotiations on several of those properties and
have finally concluded the contract proposed to the City Commission represents the most favorable
negotiation both in terms of location and price for the City of Sunny Isles Beach;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1.
The purchase of property located at 17451 Collins Avenue also known as the Princess
Beach Motel on the terms provided in the Contract for Sale and Purchase and Addendum thereto,
attached as Exhibit "A" is hereby adopted and approved by the City of Sunny Isles Beach except that
the closing date shall be deferred until Friday, June 26, 1998 or shortly thereafter and the City shall
cover per diem costs of the Lessee from June 15th until the date of closing.
Section 2.
The Mayor is hereby directed and authorized to execute any and all documentation
to facilitate the transfer of this property.
Section 3,
The City Attorney and City Manager are hereby directed to take whatever action is
Res. on contract for park purchase
necessary to effectuate the transfer of this property on the terms set forth in Exhibit" A" attached
hereto and made a part hereof
Section 4,
This Resolution shall become effective upon its adoption.
PASSED AND ADOPTED this 11 th day of June, 1998.
. ArTEST:...
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. ..l .~ -rochar'ti B(oym~Morilla, City Clerk
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APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Lynn M. Dannheisser, City Attorney
VOTE:
Mayor Samson
Vice Mayor Turetsky
Commissioner Kauffman
Commissioner Iglesias
Commissioner Morrow
(yes) L/
(yes) L/
--(yes)
(yes) V
(yes) V
Res. on contract for park purchase
Moved by: ~\~ Mcvr-d\J
Second by: ~~~ ~(,.A
(no)_
(no)_
(a9)_
(no)_
(no)_
~
-2-
NOTE TO RECORD:
Please note that parts of
this exhibit (if not all)
has/have been inadvertently
lost.
At this time, we are unable
to recreate same.
Resolution No.
97-55
" CONtRA T FOR SALE AND PU CHASE", '. . . '. ", " " "'.' ."
· " l"AoMJAR
" ,
~
PAr, ,'IESMRiWL & IIaa' CD. CF FIA. ~ (ReSinple) and MACABEE ~, :IN::., ~)
('$eller!.
",
IPII(Jf,eJ
CrIY CF 9.lNf :IS:ES IE'!H
01 17070 CblJ..irn A~ &rite 2X)/ Srr1y,I.sles Iarll,' FL 331m
Ilereoy agree Illal Selle, sllall sell and Buyer shallouy Ihe lollowlng descnbed Real Propelly and Pe,sonal PlOperly (colloclively "Prope]ly") UPOfl llle 101l0wIllg lernls <IneJ CO,)(J,IIUflS. ",llId,
Include Slafl(Jards lor Heal hlaleflansaclions ("Sti\luJa"J{~n on 1110 reverse side heICol or allaclled lleIClo alld f1(lers and addenda 10 lIus Contract for Salo and Purctlase LCvlli!~n
I. DESCRIPTION:
dnd
(f'hone)
(Uu\~r ,
Xb/947-fD.'kJ
(a) Legal descflplion 01 the Real Properly located In
Imt~,
__ D:IE_
County. Florida,
::m.E>>IIBIT._I'E~ .dI.laJai ta!.to ~ ~ a
(b) Slreel address, Clly, zip, ollhe Property is: ____ _17451 (h11 im ~ _ ~_I.sles~.EL '__ ___
(c) Personal PropertYAll_p=c:l.uu__~ly rd:.CWB:l tyay_g.ESt 1rrRh=rl att:IE.IIBl.~ly _
-~_.~._---~----~--~------------------ --. _._---~-.-~.._---_._-----_._--------- -.---
II.
PURCHASE PRICE, ......($2.2nri 11 irntDl.eH:e;..$650,(XX).OO..tD.Fl:E..Sinple.Q.n:r)..
PAYMENT:
$ 2.lH),cm.OO
(a) DepOSit held in escrow by___.______ ~__u..__ u____ ______._____nu______________.___ In the amount of.
(b) Additional escrow deposilto be made Within ___.__ days afler Effeclive Date (as defined in Paragraph III) in Ihe amount of
(c) Subject to AND assumplion of existing mortgage in good standing in favor of _.______________
__ _.._.___u_.____.__u____.____. haVing an approximate presenl principal balance of .
$
$
(d) PlJIchase money mortgave and note to Seller (see addendum) in the amount of
(e) OllIe, _ ______
(I) Balance 10 close by U.S. cash, LOCALLY DRAWN cerlified or cashier's check or third-party loan, subJect to adjustments or proratIons
III. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE ~!E,i,FACSIMILE: If this oller IS not executed by and delivered to all parties OR FACT OF EXECUTION OJlllfnLJnlcalP.d Ifl WIlIIf"1
between Ille parties on or before _. MJ\1-1Il_~ 'fj!i4'.l,'" the deposlt(s) Will, at Buyer's option, be relurned and thIS oller Withdrawn The date 01 Conllacl n;IIt:~t!vt: l),lIt: I w,lI
be Ihe dale when the last one of Ihe B-uy~ ait:' sellerr.2s set oller. A faCSimile copy of thiS Contract and any slgnalures thereon shall be considered for all purposes as ollg,nals
IV, FINANCING:
(a) Illlle Purcllase Pllce or any part of illS to b anced ya Ihlfd.party loan, Ihls Contract IS condlhoned on Buyer obtaining a wllllen commllment Wllh", d"" dlter ( It"cl,\<
Dale for (CHECK ONLY ONE): U a fixed; U an adjustable; or U a fIxed or adJuslable rate loan in the principal amount of $ _._____ n/a__ . al an Inlllal,nterest ,ale nolt"
exceed %, discounl and ollginallon fees nollo exceed _ . _ ._ % of principal amounl, and for a lerm of _ __ __ yea's. Buyer Will make applicahon wllllln _____ days alter Ellecl,ve
Date and use reilsonable dilIgence to obtain a loan commitment and, therealter, to salisfy terms and condihons of the comm.tment alld close Ihe loan Buyer shall pay all '''itll
expenses. If Buyer falls to oblaln a commitment or falls to waive Buyer's rigllts under thiS subparagraph wllh,n tile t.me lor oblarrlfng a commltmellt or, alter dlllyentlllloll, falls lel lll~,,1
Ille lerms and conditions of tile commitment, tllen either party thereafter, by wIIlIen no lice 10 tile otller, may cancel til,s Contract and Buyer sllall be relumJed Ihe depOSII(s). or
(0) The eXlsling rnortgage ctescllbed in Paragraph II(c), above, hilS (CHECK ONLY ONE): U a variable Inlerest rale; or IJ a fixed .nleresl,ale 01 % per anflllln. At IIfI ", Oll,lhc
transfer, some fixed interesl rates are subject to increase; if increased, the rale shall not exceed __ __ % per annum. Seller shall. wlllun .. days alter Eftechve Dale. IUllusII it
stalement from each mortgagee Slating Ihe prinCipal balance, metllod 01 payment, Inleresl rate and slatus of mo'tgage. II Buyer has agreed In assume a mOll!)d'le ,,'uell re,!"If'"
approval of Buye, by Ihe morlgagee for assumption, Ihen Buyer shall promplly obtain the necessary appllcalion and dillgenlly complele and relurnlllo lilt! lllO,It/<Ivee. Any lll""~j,;,/~"
cllarge(s) 110t to exceed $ .. .._.._ _ __ shall be paid by Buyer. If Buyer IS nOI accepted by mortgagee or IIle requlfemenls for assumpllon itre /lul In accOldri"c" ".:11'
the terms of Illls Contract or mortgagee makes a charge in excess olllle stated amount, Seller or Buyer may reSCind 1I1IS Conlract by wllllen notice 10 Ihe oilier party un!.,ss ellllt-r
elects to pay Ille increase in inlerest rate or excess mortgage charges.
V. TITLE EVIDENCE, At least -15.. days before closing dale, but no earlier than .____. days after Seller receives WlllIen notificatIon that Buyer has oblall1e(j 1I1e loan COmm'lml:nl ur
has been approved lor tfte loan ass,ulnpllon as provided in paragra. phs /V~a) or (b), ab,ove: or, if a~pllcable, waIved the finanCing reqUire~~s. CHECK ONLY ONE) 'J Seller "lldll, at Seller.,
expense, deliver to Buyer or Buyers allorney; or KBuyer shall at Buyers expense obtain (CHECK ONLY ONE): !J abslracl of IllIe; or I Insurance COlllnlltlllerll (With lev,ble COP'b (,I
Hlslrurnents IIsled as excepllons allached therelo) and, aller clOSing, an owner's policy of hlle Insurance. /.s-.1J1
VI. CLOSING DATE: T IllS transaction shall be closed and tile deed and other closlllg papers delivered on _ Ji..fe..ft ,,1_ _... _., u ess modified by Drher prov,slons 01 Ihls COIlIf~CI
VII. RESTRICTIONS; EASEMENTS; LIMITATIONS, Ooyer shall take litle subject to: comprehensive land use plans, lOflIny, reslrrctlons, prohlD'"ons and altte' requlfefll~rrls Hllposeelt,y
governmelltal aothonly; reslrrcllons and mailers appearing on tile pial or otherWise COllllllon 10 Ihe subdivision, public Ohllty easements of record (easements a'e to 0" loc,,'('d conll""(),,, ,,,
Flea I Property lines and nollllore than 10 feet in widlh ilS to the rear or fronllines and I 1/2 feel "' width as to Ihe Side hnes, untess otherwise stated herein), ti..es 101 y",o of CIO'"ll/,,'"1
subsequent years; assumed llIortgages and purchase Illoney mortgages, if any (,f additIonal limns, see addendum); prOVided, Ihat Ihe,e eXlsls at c10SIfI" nu vl"lalloll of Itle '(He')'",,'}
and none prevent use ollhe Property for __....__...____._ ____ _._ ......__ _.. .. _n. _ .___. __ _ ___ ___. ___ ____.. _ pUlpOSe('1
"""""DA ""'v. <:all", ~~"~nl< Ih~llhere are no Darlies in occupancy other than Seller; but " Property is inlended to be renled or occupied beyond clOSing. Ihe l"cl and terms thereill
$.
$....___...._
$
$ 2t ffn/ <XX>~ 00
~IAI"UAtiLJ.;;> ru(\ 'IL-MoL. L....>''''..... .."..._"'..,.........~
A. EVIDENCE OF TITLE, (1) An abs\ractQLliUe prepared or brought current by a reputable and existing abstract !lrm (if not existing then certified as correct by an eXisting !lrm) purporting
to be an accurate synopsis of the Instluments affecting title to the Real Property recorded in the public records 01 the county wherein the Real Property is located through EffectIVe Date II
shall cor; ,mence with the earliesl public records, or such later date as may be customary in the county. Upon closing of this Contract, the abstracl shall become the property 01 Buyer, Subject
to 11,,, righl of retention thereol by !lrst mortgagee until fully paid. (2) &Jj~!>ll@[l~dL~!!l!I![tmenl issued by a Florida licensed title insurer agreeing to Issue Buyer, upon recording 01 the
deed to Buyer, an owner's policy ot title insurance in the amount of the purchase price, insuring Buyer's title 10 the Real Property, subject only to liens, encumbrances, exceptions or
qUillificatlons provided "' thiS Contracl and those to be discharged by Seller al or before closing. Seller shall convey markelable tille subject only to liens, encumbrances, exceptions or
qualil'cations provided in this COlltract. Marketable title shall be determined according to applicable Title Standards adopted by authority 01 The Florida Bar and in accordance with law Buyer
shall have 30 days, II abstract. or 5 days, il title commitment, from date of receiving evidence of title to examine it. If title IS found detective, Buyer shall within 3 days thereafter, notlly Seller
"' wrihng speetfyill\l the delect(s) If delect(s) render title unmarketable, Seller will have 30 days from receipt 01 notice to remove the defects, lailing which Buyer shall, within live (5) days
atter expllahon of Ihe thirty (:10) day period. deliver written notice to Seller either: (1) extending the time for a reasonable period not to exceed 120 days Within which Seller shall use dlligenl
effort 10 remove the defecls; or (2) requesting a relund of deposlt(s) paid which shall be immediately returned to Buyer. If Buyer tails to so notify Seller, Buyer shall be deemed to have
accepted Ihe tille as Ilthell IS Sell..r shall, if htle IS found unmarketable, use diligent effort to correcl defect(s) within the time provided therefor" Seller IS unable to timely correct the delecls,
Buyer shall either waive thn delncts. or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligation under this Contract.
B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER, A purchase money mortgage and mortgage note to Seller shall provide for a 3D-day grace period In the
event 01 delault II a IIIst fllort~FICJe and a l!;-day grace pmlod II a second or lesser mortgage: shall provide for right of prepayment in whole or ,n part wllhout penally, sl1all perm.t acceleration
In event 01 transfer oflhe Real Property; shall require all prior liens and encumbrances to be kept in good standing and lorbid modifications of or future advances under poor mortgage(s)
shall require Buyer to rllallltilln poliCies oflflsurance conlallllng a standard mortgagee clause covering all improvements located on the Real Property against fire and all peols Included wlttlln
the term "exlended covel"!-J" endorsements" and suct, other risks and perils as Seller may reasonably require, In an amount equal to their highest insurable value; and Ihe mortgage, note
and security agreemenl sllall be olherwise In form and confent required by Seller; but Seller may only require clauses and coverage customarily found In morlgages. morlgage notes and
secuoty agreements generally utilized by savings and loan institutions or state or nafional banks located in the county wherein the Real Property is located, All Personal Property and leases
belllg conveyed or assigned Will, at Seller's option, be subject to the lien of a security agreement evidenced by recorded financing statements. If a balloon mortgage, the linal payment Will
exceed Il1e peoodlc payments thereon.
C. SURVEY, Buyer, at Buyer's expense, wrthin time allowed to deliver evidence of title and to examine same, may have the Real Property surveyed and certilied by a registered Flooda
surveyor. If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on setback lines, easements, lands of others or Violate any resloctlons.
Contract covenants or applicable governmental regulation, the same shall constitute a title defect.
D. TERMITES, Buyer. at Buyer's expense, Within the time allowed to deliver evidence of title, may have the Property inspected by a Florida Certilied Pest Control Operator rOperi!tQr"I to
,jetermine if there IS any viSible active lermite in Ie station or visible damage from termite infestation in the Property. If either or both are found, Buyer shall have 4 days flOm date of ,,"'flen
notice thereol within which to have cost of treatment, if required, estimated by the Operator and all damage inspected and estimated by a licensed builder or general contraclor, Seller sl1all
pay valid costs 01 treatment and repair 01 all damage up to the amount provided in Paragraph XIII(a). If estimaled cosls exceed that amount, Buyer shall have the option of canceling thiS
Contract within 5 days atter receipt of contractor's repair estimate by giving written notice to Seller or Buyer may elect to proceed with the transaction, and receive a credll at clOSing on Ihe
amounl provided In Paragraph XIII(a). "Ternlltes" shall be deemed to include all wood destroying organisms required to be reported under the Flooda Pest Control Act, as amended
E. INGRESS AND EGRESS, Selier warrants and represents that there is ingress and egress to the Real Property sulficient for its Intended use as descobed In Paragraph VII hereol, title to
Wllletl IS in accordance With Standard A.
F. LEASES, Selh)r shall, not less than 15 days belore closing, lurlllsh to Buyer copies 01 all written leases and estoppel letters Irom each tenant speCifying the nature and duration 01 Ihe
I,)niult's occupancy, tentallah's, :lIlvarll:erJ rent and securlly deposits paid by tenant. II Seller is unable to obtain suchlelter lrom each tenant, fhe same Inlorrnatlon sl1all be lurnlsl1ed by
Seller to Buyer wllllln Il1at tllne peood III Ihe form 01 a Seller's atlidavlt, and Buyer may lhereafler contact tenants to con"rrn such inlormatlon. Seller shall, at clOSing, deliver and assign "II
orrglnalleases 10 Buyer
G. LIENS, Seller shall furnish to Buyer at lime 01 closing an affidavit attesting to the absence, unless otherwise provided lor herein, of any "nancing statemenl, clilllns 01 lien or polelltlal
lienors known 10 Seller and further attesting that there have been no improvements or repairs to the Real Property for 90 days immediately preceding date of clOSing. It the Real Property
has been improved or repaired within that time, Seller shall deliver releases or waivers of consfruction liens executed by all general contractors, subcontractors, suppliers and malenalmen
III aclrJlllon to SPoil",'" 1i!!1I atlldavlt seltlnq lorth Ihe names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all charges lor Improvements or
repairs whlcl1 coulrJ "mv" as a hasis lor a construction lien or a claim lor damages have been paid or will be paid at Ihe closing olttlls Contract
H. PLACE OF CLOSING, Closing shall be held In Ihe counly wherein the Real Property is located at the olltce of the attorney or other closing agent deslgnaled by Seller
I. TIME, In compullllg t,me periods of less than six (6) days, Saturdays, Sundays and slate or nationallegall1olidays shall be excluded, Any time peoods provided for herelll wlllch sl1all end
on a Saturday, Sunday, or a legal holiday shall extend to 5:00 p.m, of the next bUSiness day, Time is of the essence in this Contract.
J. DOCUMENTS FOR CLOSING: Seller shall furnish the deed, bill of sale, construction lien affidavit, owner's possession affidavit, assignments of leases, tenant and mortgagee estoppel
letters and corrective inslruments. Buyer shall furnish closing statemenl, mortgage, mortgage note, security agreement and financing statements
K. EXPENSES, Documentary slamps on the deed and recording of corrective instruments shall be paid by Seller. Documentary stamps and intangible tax on the purchase money mortgage
and any mortgage assumed, and recording of purchase money mortgage to Seller, deed and financing statements shall be paid by the Buyer Unless otherwise prOVided by law or rider to
ttus Contract, cllarqes lor tI,e follOWing related title services, namely title or abstract charge, title examination, and settlement and clOSing fee, shall be paid by the party responSible for
lurruslung the tllIl) oVld,!nc!) In accordance with Paragraph V
L. PROnATIONS; CREDITS, faxes, assessments, rent. Interest, insurance and other expenses of the Property shall be prorated Ihrough the day before closing Buyer shall have Ihe option
01 laking over exisling poliCies 01 Insurance, if assumable, In which evenl premiums shall be prorated. Cash at closing shall be increased or decreased as may be reqUired by prorations 10
be made through c1aV prior to closing or occupancy if occupancy occurs before closing. Advance rent and security deposits will be credited to Buyer. Escrow depOSits held by mortgagee ",II
be credited to Seller. Taxes shall be prorated based on the current year's tax With due allowance made for maximum allowable discount, homestead and other exemptions tI clOSing occurs
at a date when the current year's millage is not lixed and current year's assessment is available, taxes Will be prorated based upon such assessment and prior year's nullage It current years
assessment is not available, then taxes will be prorated on prior year's tax. It there are completed improvements on the Real Property by January 1 st of year 01 clOSing, which Improvements
were not in existence on January 1 st 01 prior year, then taxes shall be prorated based upon prior year's millage and at an equitable assessment to be agreed upon between tile parties,
laillng WhiCh, request shall be made to the County Properly Appraiser for an inlormal assessment taking into account available exemptions. A tax proration based on an estimate shall, at
request of either party, be readlusted upon receipt of tax bill on condition that a statement to that effect is signed at closing.
M. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special assessment liens as of dale of closll1g (not as of Effective Date) are to be paid by Seller Pendlny liens as 01
date 01 clOSing shall be assumed by Buyer. If the improvement has been substantially completed as of Effective Date, any pending lien shall be considered certified, conllrmed or ratllred and
Seller shall, at closing, be charged an amount equal to the last estimate or assessment for the improvement by the public body.
N. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that, as 01 10 days prior to closing, the ceiling, roof (including the faSCia and sollits) and exterior and Iflterlor walls,
foundation. seawalls (or equivalent) and dockage do nol have any VISIBLE EVIDENCE of leaks, water damage or structural damage and Ihat the septic tank, pool, all appliances. mechanical
Items, heatll'g. cooling, electrical. plumhing syslems and machinery are in WORKING CONDITION. The 10regoll1g warranty shall be limited to the ,tems speCified unless otllerwlse proVided
III an addendum. Buyer may, at Buyer's expense, have IIlspectlons made of those items by a firm or individual specializing In home IIlspectlons and holding an occupallonallicense lor such
purpose (If reqUIred) or by an appropriately licensed FlOrida contraclor. Buyer shall, prior to Buyers occupancy or not less than 10 days prior to clOSing, whichever occurs llrst, report 11\ WrlllfHJ
.- r""M ......h "~~H' 'h'~1 <In ",,' mpplllm above slandards as to defecls. Unless Buyer timely reports such defects, Buyer shall be deemed to have waived Sellers warranties as lu defects
.- .- ......... .....................1 nrm.irto.rl in P:lr::::t.Or;Jnh Xllllh\ St!ller
EXHIBIT ~A~
fhat por~l~n ~~ the tol1ovln~ described reol proper~y Mhich
l:ie~ Ea..urly C'f St.au H1gh\n\}' 140 (oth4rv1.. known AS U.S.
K1gh~"4\Y AlA) ,
The SO\Jth 100 feet of. the Uorth 200 feet Gt Lot 3 of TATUl4'S
6UBDIVISIOrl OF GOVDRNHENT loOt 6, according to the Plat. thereot,
as ncorded In Plat Book 10 "age 64. at the Public RftCords ot
dad. county. Tlor1d,et, IDOr6 p,,-nJcularly 4..crlb60d u tolloCle.
1"hat. eeru.in pa.rt ot .a1,j Lot 3 boun4~d ~d de5f':t"lbed bt;
tollO\f!H
8eilin lit a point 1M feet South of the northeast .com!r of laid
Lot 3. tonaed by the 1n~.r.l.eQon ot the nort.h Un" ot .aid Lot
3. ~rwt t.hflo at.hant:le Ot:nan HiQh-Wabir aar'q thane. aO\Jtlutrly
along t.he hi9h-\l&t.tr snark of the Atlant10 OcCIUl & d11tancI at
lo-a feetJ tJ'Ienee w.sterly and ~ar..ll~1 \dth u. na~h l!tl~ I)f
Nid Lot 3 to tile lfest.er.ly hounduy ot .U~ Lot. 31 t)ntnce
uorthcd)" and a10n9 th. \#..'t..rly boW\d....ry of _14 Lot J ..n~
MMdel'io9 along the Water, of Itho.~"tl. ~y a d.1l1unca of 100
feet. chene. ca.~.rly and .'Ain 1~ral1cl vlth the northerly
line 01 N\lcl Lot 3 l\ ~i8tane. of ~PJ"oxtJllat..ely 1953.3' teet to
the 'paint or pl.a~* of. beqlNllnv. togethet' with all riparian
right.s: Raid area c:o-prlaing a strip ot land Nnn1ng froa the
At1.:iIlU," O..".u W B1lIIC:o)"nc Bey, 100 l~t J.n width.
<:0 \ST.\! (()l\S nH ('TI()~ l'()~TnOt. I I'\'F I('CCLlIUI)l'.1{ ~
( \1\ 1\ \11 IiIiI
As provided by Section 161.57, F.S.. (1985). as amended, if the Real Property is located eith~r partially or
totally seaward of the CCCL. then Seller at or prior to the closing. unless waived in writing by the Buyer, shall
provide to Buyer, an affidavit, or a survey meeting the requirements of Chapter 472, F .S.. (1985), delineating
location of tho CCCL on the Real Property. (SEE PARAGRAPH 8 OF THE ADDENDUM)
D0 'j,"r CUe\. \ J <' S (froJ' < I 0" off:, of t., 5 u r J.e 'J iYV'L ,~f(, JCL' , I
ADDENDUM TO CONTRACT
--r~ ;
For Sale and Purchase between Marshall & IlsleY,rompany of Florida, Trustee, singularly known as
"fee simple owner" and Macabee Realty, Inc., singularly known as "Lessee" and collectively referred
to as the "Seller" and by the City of Sunny Isles Beach ( the "Buyer")
1. Incoq>oration by Reference. This Addendum is attached and made a part of the contract. All
terms of this addendum shall control over any conflicting terms of the contract.
2. Contingencies. This Contract is contingent upon the occurrence of the following conditions:
a. Approval of the Contract by the City Commission of the City of Sunny Isles Beach no
later than June 11,1998.
b. Receipt by the Buyer of two (2) state approved MAl certified appraisals as required by
Section 166. 045, Florida Statutes (1995). The appraisal of the property shall be equal
to or greater than the contract price. Buyer shall be responsible for cost of securing said
appraisals.
c. The purchase price shall be allocated as follows: a) $2,200,000.00 to Lessee;
b) $650,000.00 to Fee Simple
Owner.
d. Conditioned upon City Commission approval of the contract as required by
subparagraph a. above, the closing shall take place on June 15, 1998,
3. Inspection.
e. Buyer shall have the right at its sole cost and expense until June 11, 1998 (the
"inspection period") to inspect the property and make inquiries with the pertinent
government authorities. Buyer shall have access to the property for purposes of
conducting any tests upon the property, including but not limited to environmental
assessments or audits, soil and groundwater samplings, soil borings, percolation tests,
engineering and topographical studies, as buyer in its discretion deems necessary or
convenient. Buyer shall at its expense obtain an environmental audit report of the
property prepared by a duly licensed environmental engineer or geologist. In the event
the environmental audit reflects any hazardous materials (as defined below) on or
effecting the property or hazardous materials disposal activities have been conducted
on the property, the Lessee agrees to pay for correction of the matter for a sum not to
exceed $10,000. In the event remedial action will require an expenditure in excess of
$10,000, Buyer shall have the right to either pay any sum over $1 O,OOO,or, at its option
and with proper notice in writing to the seller, declare this contract null and void by
giving notice to seller. Hazardous materials means and includes without limitations
any flammable or explosive materials, petroleum or petroleum products, explosives,
radioactive materials, natural or synthetic gas, hazardous waste or toxic substances or
related materials as defined by Federal, State or local law . Buyer shall be responsible
to restore the property to its original condition prior to testing if any damages result
from testing.
b. It has been disclosed by an environmental audit that a fuel storage tank has been
discovered on the Property. Lessee agrees to remove the tank, conduct such further
tests as are necessary to determine the status of contamination from the tank, if any, on
the premises and to file an appropriate tank closure report with Department of
Environmental Resource Management, as required by law. Further, if it is determined
that there has been leakage or other contamination, Lessee agrees to remedy and
remove same. All such activities will be deducted from and act as a set-off against the
$10,000 expenditure, subject to the provisions as set forth in subparagraph a. above.
c. Except as set forth in subparagraphs a. and b. of Section 3. hereinabove, Section 4
hereinbelow and except as to Seller's collective obligation to deliver good, marketable
and insurable title to Buyer, Buyer understands and agrees that this property is being
sold "as is" with "all faults" and specifically and expressly without any warranties,
representations or guarantees, either express or implied, of any kind, nature or type
whatsoever from or on behalf of the Seller. Buyer acknowledges that Buyer has not
relied, and is not relying, upon any information, document, sales brochures or other
literature, maps or sketches, projections, proforma statement, representation, guarantee
or warranty (whether express or implied, or oral or written, or material or immaterial)
that may have been given by or made by or on behalf of Seller. If there are any
objections to marketability, the party causing such objection shall be the party
responsible for curing same.
4. Covenants. Representations and Warranties of the Lessee and Fee Simple Owner. Lessee, as
to its leasehold interest and for itself only, and Fee Simple Owner, as to its fee simple interest
and for itself only, hereby covenant, represent and warrants the following to the Buyer:
a.
Macabee Realty, Inc. is a corporation duly authorized, validly existing in good standing
under the laws of the State of Florida, is the Lessee of this Property and has the full,
unrestricted authority to make, deliver, enter into the terms and conditions of this
contract and shall enter into all documentation, as required by Buyer's title insurance
company, necessary to terminate the leasehold interest simultaneous with the closing
of this transaction. In lieu of the Warranty Deed required under Section 1. of the
Standards for Real Estate Transactions, Lessee shall deliver an Assignment of its
Leasehold Interest and a Quit-Claim Deed to Buyer in order to effectuate the transfer
of this Property at cloSinl' ~
'I~-t- ~',\\ 'o~fIt'
Marshall & Ilsley..Comp ny of Florida" Trustee,~the bona fide trustee under a land
trust established on behalf of several benefici~ries under the laws of the State of
Florida, and, the fee simple owner of the Property. Seller has the full unrestricted
power and authority to make, deliver and enter into to the terms and conditions of this
contract. Seller is taking all necessary action to authorize performance of this contract.
Seller agrees to execute any and all documentation as required by the Buyer's title
b.
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5. Brokers.
insurance company necessary to terminate the leasehold interest simultaneous with the
closing of this transaction. In addition to those documents required under Section 1.
of the Standards for Real Estate Transactions, the fee simple owner shall transfer its
interest in this Property by Trustee's Deed.
c.
Lessee and the Fee Simple Owner are not now insolvent and are not the subject of any
pending threatened or contemplated bankruptcy, insolvency or other debtor relief
proceedings.
d.
There are no actions, suits or proceedings pending or threatened against, by, or
affecting the Seller in any court, or before any government agency ~lating to the
ownership of, or seller'slility to convey the property.
.--(..,rP ~ i.ui'l \ be
Marshall & Ilsley",Comp ny of Florida" as Trustee, j<;: Fr~~@A~ed with good
marketable and insurable fee simple title. Macabee Realty, Inc., as long term lessee,
represents it is the sole party in possession as of this date and attaches a copy of the
Lease Agreement and any amendments thereto upon execution of this contract. The
Seller agrees that the lease may not be amended prior to closing without the written
consent of Buyer and that no new leasehold interest or tenancies shall be created
between the date of contract and the date of closing.
e.
f.
Lessee covenants and warrants that during his tenancy, he has not engaged in any
activity that would have compromised the accuracy of the audit as set forth in
paragraph 3b. hereinabove.
a. Seller warrants and represents that Buyer shall not be responsible for any Brokers
involved in this transaction and agrees to indemnify and hold harmless the City, the
Buyer, from and against any costs, fees, damages, claims and liabilities arising
including without limitation attorney's fees through all trial and appellate levels of
litigation out of any claim made by any Broker or salesman claiming by reason of its
dealings with Buyer or Seller. Macabee Realty, Inc., hereby represents that it is acting
solely and only as a principal in this transaction with the Buyer and specifically waives
claim to any real estate commission.
b. It is understood and acknowledg'ed that the Buyer has dealt with Macabee Realty, Inc.,
as the Lessee only and not as a Broker. Buyer warrants and represents that Buyer has
dealt with no Brokers on this transaction.
6. Closing Proceeds. There shall be two separate closing statements and two separate closing
proceeds checks issued in connection with this closing. Closings shall be simultaneous with
Seller's expenses adjusted as to documentary stamps and title evidence in proportion to the
division of Seller's proceeds agreed upon by the Seller as per the terms of Paragraph 2c. Of
this Addendum. All real property tax, personal property tax and assessments liens, if any, shall
be prorated solely as to Lessee proceeds or as otherwise set forth in the land lease or as
3
/J2>
otherwise agreed upon between the parties .8~~ ~:illl ftet.ne p~&~r ~.
7. Assignment. This contract is not assignable by any party.
8. Permitted Exceptions and Survey. Lessee has provided Buyer with a prior Leasehold Owner's
Policy issued by Lawyers' Title Insurance with an effective date of February 2, 1998. Buyer
agrees that items reflected on Schedule B. Nos. 4, 6, 8, 9, 10 and 11 will be permitted
exceptions under Section vn of the contract. Buyer shall pay for the cost of any survey
required to comply with the Coastal Construction Control Line Rider.
9. Modifications to Standards.
a. Seller's obligation to bring suit under the provision of Standard A. Shall be deleted.
The 120 day period to cure title under this standard shall be reduced to 45 days.
Standards D, Nand Ware deleted.
b. Standard M should be amended to provide that no special assessments or liens in favor
of the City of Sunny Isles Beach need payment by Seller at time of closing and will be
wai ved.
'.' "By; .
. ,Buyer .-D~vl~
... .'~,/ ,./ , \\ li
.' i
f" 1:
,
Date
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\ . . .
, 'MARSUALL -& ILSLEY '1R\t...~\
coMP 'y OF FLORID , TRUSTEE
f.
,
,
, ,
By:
Selle
MACABEE ~~ INC..//
By: <.-//<G~:?~~t?: -{
Seller , b. V Date
4