Loading...
HomeMy WebLinkAboutSEOPW-CRA-R-02-0112June 13, 2002 h kk kk ITEM 8 RESOLUTION NO. SEOPW/CRA R-- 0 2— I� 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST (SEOPW) COMMUNITY REDEVELOPMENT AGENCY (CRA) AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A PURCHASE AGREEMENT AS DETAILED IN EXHIBIT "A", IN AN AMOUNT NOT TO EXCEED $75 PER SQUARE FOOT TOTALING $2,950,000 PLUS RELATED CLOSING COSTS, FOR THE ACQUISITION OF THE REAL PROPERTY AS DESCRIBED IN EXHIBIT "B" AND FURTHER AUTHORIZING SPECIAL COUNSEL TO PREPARE ANY NECESSARY NOTICES FOR THE EXECUTION OF THE PURCHASE AGREEMENT, SUBJECT TO THE AVAILABILITY OF SEOPW TIF FUNDS FROM ACCOUNT NUMBER 689001.550108. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SEOPW COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The CRA Board of Directors hereby authorizes the CRA Executive to enter into a purchase agreement as detailed in Exhibit "A", in an amount not to exceed $75 per square foot totaling $2,950,000, plus related closing cost, for the acquisition of the real property as described in Exhibit `B" and further authorizing Special Counsel to prepare any necessary notices for the execution of the purchase agreement, subject to the availability of SEOPW TIF funds from account number 689001.550108. Section 3. This resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 13th day of June, 2002. Priscilla Thompson Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: William Bloom CRA Special Counsel Arthur E. Teele, Jr., Chairman 5EOPW / CRA 02-T 112 0 Chairman Arthur E. Teele, Jr. and TO. Members of the CRA Board Annette E. Lewis FROM: Acting Executive Directo RA June13,2002 CITY OF MIAM1, FLORIDA INTER -OFFICE MEMORANDUM ITEM 8 June 13, 2002 DATE: FILE: SUBJECT: Purchase Agreement with Fast Park, LLC. REFERENCES: Resolution, supporting documents ENCLOSURES: RECOMMENDATION It is respectfully recommended that the CRA Board of Directors approve the attached resolution authorizing the Executive Director to enter into a purchase agreement as detailed in Exhibit "A", in an amount not to exceed $75 per square foot totaling $2,950,000 plus related closing cost, for the acquisition of the real property as described in Exhibit `B" and further authorizing Special Counsel to prepare any necessary notices for the execution of the purchase agreement, subject to the availability of funds . BACKGROUND The CRA board adopted legislation engaging the planning services of Dover, Kohl & Partners for the planning of the Grande Promenade into a creative unique space that will be a "Destination" spot for tourist and visitors alike. The Grande Promenade is situated directly behind entertainment venues fronting NW 11t' Street, and is currently in the planning stages for the implementation of a sidewalk/cafe overlay, and other such entertainment amenities. There is a segment of the Grande Promenade abutting Biscayne Boulevard that can either enhance or totally impede the effectiveness of the Grande Promenade. The subject property is currently listed for $75 per square foot, which represent a reduction from $125 per square foot. The total to be expended for the acquisition of this property is $2,950,000 plus related closing costs. The CRA is looking for Board approval for the acquisition of the referenced real properties for much needed infrastructure amenities for the successful implementation of the Grande Promenade concept. General Source: SEOPW TIF Account Number: 689001.550108 SEOPW/CRA 02- 112 June 13, 2002 4 EXHIBIT A N SEOPW/CRA 0 2 - 1.12 June 13, 2002 1 EXHIBIT A SEOPW/CRA Oz-- 112 oy. neLctll rr'Uper'Ly lirOLIP - J54 //'L 1244 ; May -30-02 12:01; Page 2/4 THOMAS F. GUSTAFSON JOSBPH V. PRIORE May 30, 2002 LAW OFFICES OF GtJSTAF50N & PRIORE ATTORNEYS AT LAW Annette E. Lewis, Acting Executive Director Miami Community Redevelopment Agency 300 Biscayne Blvd. Way, Suite 309 Miami, Florida 33131 SUITE 44o 4901 NORTH FEDERAL HIGHWAY FORT LAUDERDALE, FLORIDA 33308 TELEPHONE (954) 492-0071 FACSIMILB (954) 492M74 Re: Recommendations relating to the proposed Grande Promenade improvements Dear Ms. Lewis. This will confirm that Chelsa A.rscott-Douglas has requested that I review the proposed: Grande Promenade improvements to determine ifit would be advisable for the Southeast Overtown/Park West Community Redevelopment Agency (CRA) to acquire property that relates to such impr-overi Tents. In my discussions with the planning and design professionals at Dover, Kohl & Partners and other consultants working on the Grande Promenade project for the CRA, the City and CRA sta.ffinvolved in the Grande Promenade project and the business and club owners adjacent to the proposed: Grande Promenade, it is apparent that that any improvements must create a safe, well lighted pedestrian - oriented space which is designed as an extension of the entertainment activities that dominate the area and which links the business entrances in the Entertainment District to 'nearby parking opportunities. It was made clear at both the Grande Promenade workshop organized by Chairman Arthur E. Teele, Jr. last April 17, 2002 and at the site visit scheduled with the CRA personnel, the City staff ;and the adjacent club and. business owners last May 2, 2002, that the Grande Promenade improvements need to be scheduled so that near term and long -terns mobility benefits are provided to the Grande Promenade area customers who arrive by car in large numbers during the evening and morning hours of club activities. Based upon the attached initial design proposals submitted by Dover, Kohl & Partners, it is apparent that transportation and parking improvements need to also respond to the anticipated day time traffic needs of the area as infill development increases daytime use of the public space created by the Grande Promenade project. Further, because the Grande Promenade project is designed to eliminate sluni and blight conditions that exist within the CRA boundaries, the proposed improvements and related land acquisitions, as further described herein, would be consistent with the purposes, goals and objectives of the CRA and in accordance with the Redevelopment Plan and other redevelopment and revitalization planning documents. With these issues in mind and upon review of the Grande Promenade depictions developed by:Dover, SEOPW / CRA 02-- 112 - - - - - I - y v Additional property immediately south ofthe above referenced corridorproperty (property identified as 1000 Biscayne Boulevard) should be acquired by the CRA and would be an appropriate location for another mixed -use pedestrian -oriented structure as described above. Such property acquisition and development would fiu-ther strengthen the linkages between the Grande Promenade and Bicentennial Park and provide significant transportation benefits to the properties within the CRA boundaries. Finfilly, additional mixed -use parking opportunities should be identified that will support further development of economically and socially beneficial pedestrian -oriented mixed mode transit corridors and related uses and activities within the CRA boundaries designed so as to create a system, of rnovemmt to and within every part of the CRA. Such efforts would be designed to minimize automotive traffic congestion and increase the use of transportation alternatives by way of the expansion of such pedestrian -oriented linkages to existing and proposed regional transit and all other modes of transportation, Ifyou have any questions regarding the above matters, please contract me at the above address orby e- mail at tom@transitgreenwaylaw.com. Please let me know if you will need for me to attend the CRA. meeting scheduled for tomorrow at 4:00 PM. Sincerely yours, GUSTAFSON & PRIORE Thomas F. Gustafson SEOPvT/rR A 02- 112 PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this _ day of May, 2002, by and between FAST PARK, L.L.C., a Florida limited liability company (the "Seller") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida ("Purchaser"). WITNESSETH: For and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged by the parties hereto, the parties agree, covenant and contract as follows: ARTICLE I PROPERTY 1.1 The property to be sold, conveyed, assigned or otherwise transferred by Seller to Purchaser at closing located at 1001 North Miami Avenue, 11 NE loth Street, and 45 NE loth Street in the City of Miami, Florida, as more particularly shown on Exhibit "A" attached hereto and made a part hereof (the "Land") and all appurtenances belonging thereto, including any and all riparian rights, accretions, rights, privileges and easements in any way pertaining thereto, all right, title and interest in and to any adjoining sidewalk and in and to any adjoining street or alley and all of Seller's right, title and interest in all personal property used in connection therewith (hereinafter collectively the "Property"). ARTICLE II 1 DEPOSIT 2.1 Within ten (10) days of the execution of this Agreement, Purchaser shall deliver to Holland & Knight LLP, as escrow agent (the "Escrow Agent"), the sum of Fifty Thousand and No/100 ($50,000.00) (the "Deposit"). Upon receipt of Purchaser's tax identification number, Escrow Agent shall invest the Deposit in an interest -bearing account, certificate of deposit or repurchase agreement maintained with or issued by a commercial bank or savings and loan association doing business in Miami -Dade County, Florida. All interest accrued or earned thereon shall be paid or credited to Purchaser except in the event of default of Purchaser, in which event the interest shall be disbursed to Seller, together with the Deposit as liquidated damages. ARTICLE III PURCHASE PRICE 3.1 The purchase price ("Purchase Price") for the Property is Two Million Nine Hundred Fifty Thousand and No/100 Dollars ($2,950,000.00), subject to adjustment and prorations as hereinafter provided. The Purchase Price shall be paid to Seller as follows: $ 50,000.00 being the Deposit, which sum shall be paid to Seller at Closing. $2,900,000.00 approximately, in cash, subject to prorations and adjustments, as hereinafter provided, to be paid by cashier's check or by wire transfer of federal funds on the Closing Date, 1 as hereinafter defined. 2,95� TOTAL PURCHASE PRICE SEOPW/ CRAA 02- 112 ARTICLE IV lk TITLE 4.1 Purchaser shall have twenty (20) days from the Effective Date, to obtain a title insurance commitment (the "Commitment") issued by Chicago Title Insurance Company, First American Title Insurance Company, or Lawyers Title Insurance Corporation (the "Title Company") binding the Title Company to insure good, marketable and insurable fee simple title to the Land in Purchaser by its ALTA Form B owner's Title Insurance Policy, at then current standard rates with insurance in the amount of the Purchase Price (the "Owner's Policy") upon the recording of the warranty deed to be given by Seller. The Commitment shall show Seller to be vested with good and marketable and insurable fee simple title to the Land, free and clear of all liens and encumbrances, except the following: (i) Ad valorem real estate taxes for 2002 and subsequent years. (ii) All applicable zoning ordinances and regulations. (iii) Matters set forth on Exhibit `B" attached hereto and made a part hereof. (Items i, ii and iii are hereafter collectively referred to as the "Permitted Exceptions"). 4.2 Purchaser shall have twenty (20) days from the Effective Date to specifically object in writing to any particular condition of title or exception revealed by the Commitment, other than the Permitted Exceptions. If Purchaser fails to specifically object in writing to any particular condition of title or exception set forth in the Commitment within said twenty (20) day period, then same shall be deemed waived and such condition of title or exception shall be deemed to constitute a Permitted Exception. Seller shall utilize its best efforts to eliminate or cure any title defects raised by Purchaser on or before the Closing Date. Seller shall remove by payment .or bonding, or otherwise any judgment, mechanic's lien or lis pendens against the Property capable of removal by the payment of money or bonding. In the event Seller is unable to modify such unacceptable exceptions or to cure such title deficiencies prior to the Closing Date, then Purchaser shall elect on the Closing Date to either cancel this Agreement, in which event Escrow Agent shall return the Deposit, together with all interest accrued thereon to Purchaser, and Purchaser and Seller shall be released from any further obligations under this Agreement except those obligations arising under Sections 5.1 and 5.2 of this Agreement, or Purchaser may waive the objection to the condition of title and close hereunder without reduction of the Purchase Price. 4.3 Purchaser shall have twenty (20) days from the Effective Date of this Agreement, to obtain an accurate survey (the "Survey") of the Property to be made at Purchaser's sole cost and expense, by a surveyor licensed in the State of Florida. If the Survey shows any encroachments, gaps, gores, easements, rights -of -way or any other type of encumbrance or impediment not authorized by this Agreement, Purchaser shall give written notice of such defect to Seller on or before the last day for raising objections to title under Section 4.2 in which event said defect shall be governed in the same manner and time as objections to title are dealt with in Section 4.2 and the parties shall have the same rights, privileges and obligations as if the defect was an objection to title as specified in Section 4.2 of this Agreement. The Survey shall be certified to the Purchaser, Seller and the Title Company. The Survey must further be certified to comply with the Minimum Technical Standards for Land Surveying in Florida set forth by the Florida Board of Land Surveyors pursuant to Florida Statutes Section 472.027 and certify the number of square feet of the Land to the nearest hundredth of a square foot. The Purchase Price shall be adjusted up or down based upon the actual number of square feet of Land shown on the survey based upon a purchase price of Seventy -Five and 00/100 Dollars ($75.00) per square foot of the Land. SEOPVJ/CRA . 0` - 1.12 ARTICLE V STATUS OF PROPERTY 5.1 Seller grants to Purchaser and its agents, as well as contractors employed by or hired by Purchaser, during the Investigation Period, as hereinafter defined, the right to enter the Property during normal business hours to do and perform such reasonable acts and things as Purchaser deems necessary or appropriate, to make soil tests, borings, engineering studies, environmental tests, surveys and like tests and studies of the Property. Purchaser agrees to repair or restore promptly any damage to the Property caused by Purchaser, its agents and contractors and restore same to its original condition. Purchaser agrees to pay for all such work, labor and services that shall be performed and to obtain waivers of lien or paid bills therefore and shall indemnify and hold Seller harmless from any claims of any such persons. 5.2 Purchaser agrees to indemnify and hold Seller harmless from any and all loss, claim, demand, action and liability which may arise against Seller or the Property by virtue of any actions by Purchaser or its agents and contractors in connection with conducting inspections of the Property. This indemnification and hold harmless shall include reasonable attorneys' fees and court costs through all trial and appellate levels which the Seller may incur in defending itself or the Property against any such claims, losses, actions, demands and liabilities and in enforcing the terms of this indemnification and hold harmless provision. This indemnification and hold harmless provision shall survive the closing or termination of this Agreement, shall be continuing and irrevocable and shall continue in force and effect until any and all such claims, losses, actions, demands and liabilities against the Seller or the Property have been satisfied in full. 5.3 Purchaser shall have fifteen (15) days from the Effective Date of this Agreement (the "Investigation Period") to do such investigations and tests of the Property as authorized in Section 5.1 of this Agreement and to investigate all other matters pertaining to the Property including the zoning, and the environmental condition of the Property to determine whether the Property is acceptable to Purchaser, in Purchaser's sole discretion. In the event that Purchaser is not satisfied with the condition of the Property, in Purchaser's sole discretion, on or prior to the expiration of the Investigation Period, Purchaser shall have the option of either: (i) waiving the condition and Closing in accordance with the terms of this Agreement without reduction in the Purchase Price, or (ii) canceling this Agreement by written notice to Seller given on or prior to the end of the Investigation Period, in which event the Escrow Agent shall return the Deposit, together with the interest accrued thereon, to Purchaser, whereupon the parties shall be released from any further obligations under this Agreement except for those obligations contained in Section 5.1 and 5.2. 5.4 Upon the expiration of the Investigation Period, except as hereinafter provided, Purchaser shall be deemed to have accepted the Property in its present condition and shall be deemed to represent to Seller that it has concluded whatever studies, tests and investigations Purchaser desires relating to the Property and the sale shall proceed on an "all cash" basis in an "AS IS" condition, except as hereinafter provided. 5.5 Within five (5) days after the Effective Date of this Agreement, Seller shall make available to Purchaser for its review or provide Purchaser with copies of all title insurance policies, surveys, soil tests, environmental reports, appraisals, development orders, copies of the Permitted Exceptions, appraisals, site plans, and any other tests studies, reports, and approvals which are in Seller's possession or control concerning the Property with no representation as to their accuracy. S,OPW / CRA oz-. 112 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER 6.1 In order to induce Purchaser to purchase the Property, and to close pursuant to this Agreement, Seller represents and warrants to Purchaser that: 6.1.1 Seller is a Florida limited liability company duly formed and in good standing in the State of Florida. 6.1.2 All requisite action required under the Operating Agreement for Seller has been taken to authorize the execution of the Agreement and the consummation of the transaction contemplated by this Agreement and Seller has full power and authority to enter into this Agreement and otherwise perform all obligations of Seller under this Agreement in accordance with its terms. 6.1.3 This Agreement, when executed and delivered, will be a valid and binding obligation of Seller, enforceable in accordance with its terms. 6.1.4 Seller is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is Seller now the subject of pending, threatened or contemplated bankruptcy proceeding which might affect its ability to sell the Property according to the terms hereof. 6.1.5 Seller is in exclusive possession of the Property and Seller has not entered into any leases, contracts, subcontracts, arrangements, licenses, concessions, or other agreements, including, without limitation, service arrangements, management agreements and employment agreements, either recorded or unrecorded, written or oral, affecting the possession of the Property or any portion thereof or the use, operation or maintenance thereof, which will survive Closing. 6.1.6 All amounts owed for labor, materials supplied, services rendered and/or any other bills or amounts incurred by Seller with respect to Seller's ownership and/or operation of the Property have been paid and no party is entitled to.a mechanic's or materialmen's lien with respect to the Property. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF PURCHASER 7.1 In order to induce Seller to sell the Property, and to close pursuant to this Agreement, Purchaser hereby represents and warrants to Seller, that: 7.1.1 Purchaser is a body corporate and politic of the State of Florida, duly organized and in good standing under the laws of the State of Florida. 7.1.2 Purchaser is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, nor is Purchaser now the subject of pending, threatened or contemplated bankruptcy proceeding which might affect its ability to purchase the Property according to the terms hereof. ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING 8.1 Unless waived by Purchaser in writing, the obligation of Purchaser to close is conditional upon satisfaction of the following conditions by the Closing Date: 8.1.1 All representations and warranties of Seller shall remain true and correct as of closing. SEOPW / CRA 02- 112 8.1.2 Seller shall have performed (or tendered performance of) all material covenants, obligations, terms and provisions of this Agreement to be performed by Seller. 8.1.3 Purchaser shall have obtained all board approvals required by Section 11.1 of this Agreement. 8.2 In the event any of the foregoing conditions precedent to closing are not satisfied by the Closing Date, then in such event Purchaser shall have the option of (i) waiving the condition and closing in accordance with the other terms and provisions of this Agreement without reduction to the Purchase Price or (ii) canceling this Agreement in which event the Escrow Agent shall return the Deposit, together with interest accrued thereon to Purchaser and the parties shall be released from any further obligations under this Agreement except for the obligations under Sections 5.1 and 5.2 of this Agreement. ARTICLE IX ENVIRONMENTAL ISSUES 9.1 To the best of Seller's knowledge, the Property is in compliance in all material respects with the following (herein collective called the "Environmental Laws"): the Resource Conservation and Recovery Act of 1976 ("RCRA"), 41 U.S.C. § 6901, et sea., as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986 ("CERCLA"), 42 U.S.C. § 9601 et sea., and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous substance. Seller has not received notice of any liens on the Property created, permitted or imposed by any Environmental Laws. Seller has not received notice of or is aware of any actual, asserted or threatened, liability or obligation of the Seller, related to the Property, under any Environmental Laws. No toxic or hazardous substance, including without limitation, asbestos and the group of organic compounds known as polychlorinated biphenyls has been generated, treated, stored, or disposed of, or otherwise deposited in or located on, or released on or to the Property, including, without limitation, the surface and subsurface waters of the Property by Seller, or to the best of Seller's knowledge, by any other party, which has not been removed in accordance within all applicable laws. Neither Seller, nor, to the best of Seller's knowledge, any other party has engaged in any activity on the Property which has caused (A) the Property to be a hazardous waste treatment, storage or disposal facility within the meaning of or otherwise bring such Property within the ambit of the RCRA, as amended, or any similar state law or local ordinance or other Environmental Law, or (B) the discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which require a permit under the Federal Water Pollution Act, 33 U.S.C. § 1251, et sea., or the Clean Air Act, 42 U.S.C. § 7401, et sea., or any similar state law or local ordinance or any other Environmental Law, and (iii) to the best of Seller's knowledge, no underground storage tank is located on or under the Property. As used in this subpart (o), the terms "hazardous substance", and "release", shall have the meanings specified in CERCLA and "solid waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA provided, in the event any Environmental Law is amended during the term of this Agreement so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment, and provided further, to the extent that the laws of the State of Florida establish a meaning for such terms which is broader than that specified in this subsection, such broader meaning shall apply. 9.2 Purchaser shall have its environmental consultant confirm that there are no underground storage tanks located on the Property, that tank closure reports have been obtained from Miami -Dade County Department of Environmental Resource Management ("DERM") with respect to any underground storage tanks previously SEOPW / CRA 02" 112 removed from the Property by Seller and that the Property is free from hazardous substances in concentrations in excess of those allowed under applicable laws. In the �. event that Purchaser, during the Investigation Period, discovers any underground storage tanks- are currently located on the Property or that closure letters have not been obtained from DERM with respect to any storage tanks previously removed from the Property by Seller or hazardous substances are found on the Property in concentrations in excess of those allowed under applicable laws, then, in such event, Purchaser shall take all required action to obtain the required closure letters from DERM and remove all other underground storage tanks and hazardous substances located on the Property, in accordance with all applicable laws, all at Seller's sole cost and expense. 9.3 At Closing One Hundred Thousand and 00/100 Dollars ($100,000.00) (the "Escrow Funds") shall be escrowed from the Purchase Price which funds shall be utilized to reimburse Purchaser for all costs and expenses incurred by Purchaser in connection with the removal of any underground storage tanks discovered on the Property in compliance with all applicable laws, to obtain the required closure letters from DERM with respect to any storage tanks previously removed by Seller in the event tank closure letters were not previously obtained, and the removal of any hazardous substances located on the Property in concentrations in excess of those allowed under applicable laws. At the request of Purchaser, Escrow Agent will release to Purchaser portions of the Escrowed Funds upon receipt by Escrow Agent of paid receipts evidencing work performed by and on behalf of Purchaser for any of the foregoing matters. Any funds remaining in escrow at the end of six (6) months from the date of closing shall be returned to the Seller. ARTICLE X CONFIDENTIALITY 10.1 Except as otherwise required bylaw or judicial subpoena, at all times prior ~` to the Closing or the termination of this Agreement, Seller shall retain any and all information related to this Agreement, the transactions contemplated under this Agreement and the fact that discussions or negotiations have taken place with respect to the Property and any of the terms, conditions or other facts with respect to this Agreement (collectively, the "Information") in confidence and not disclose the Information to any party, including, without limitation, the owners of the Outparcels, without prior written consent of Purchaser, except that Seller may disclose the Information to Seller's employees and agents who need such information for the purpose of proceeding with the transaction, provided that they agree to keep the Information confidential and agree to be bound by this provision of the Agreement. Seller agrees that Purchaser shall be entitled to equitable relief, including an injunction, in the event of any breach of this provision of the Agreement. This provision shall survive cancellation or termination of this Agreement. ARTICLE XI BOARD APPROVAL 11.1 This Agreement is subject to approval by the Board of Directors of the Southeast Overtown/Park West Community Redevelopment Agency (the "Board"). In the event that Board approval is not obtained on or before June 5, 2002, then in such event, this Agreement shall terminate and be of no further force and effect, in which event the Escrow Agent shall return the Deposit, together with all interest accrued thereon to Purchaser and the parties shall be released from all further obligations under this Agreement except for the obligations under Section 5.1 and 5.2 of this Agreement. SEOPW / CRA U 2 - 112 1 ARTICLE XII CLOSING 12.1 The closing shall be at 10:00 A.M. Eastern Standard Time fifteen (15) days after the expiration of the Investigation Period (the "Closing Date"), time being of the essence, at the offices of Holland & Knight LLP, 701 Brickell Avenue, Suite 3000, Miami, Florida 33131, or at such other place as the parties may mutually determine. 12.2 Seller, at Seller's expense, shall deliver to Purchaser at closing: 12.2.1 A warranty deed conveying the Property, in recordable form, subject only to the Permitted Exceptions and such other exceptions waived by Purchaser. 12.2.2 A bill of sale conveying the personal property located at the Property. 12.2.3 A mechanic's lien, possession and gap affidavit. 12.2.4 An assignment of general intangibles with respect to the Property. 12.2.5 A certificate of non -foreign status, pursuant to Section 1455 of the Internal Revenue Code. 12.2.6 Any additional documents required by the Title Company to consummate this transaction. 12.3 Purchaser, at Purchaser's expense, shall deliver to Seller or cause to be delivered to Seller at closing: 12.3.1 The amount due Seller on closing under Article III in cash, by certified or cashier's bank check or by wire transfer of federal funds, subject to adjustments and prorations required under this Agreement. 12.3.2 Any additional documents required by the Title Company to consummate this transaction. 12.4 The following items shall be prorated and adjusted as of Midnight of the day prior to the Closing Date or as otherwise provide herein: 12.4.1 General real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date with due allowance for the maximum discount allowed by law. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property. In such event, the parties agree to reprorate the taxes within thirty (30) days of demand by either party. 12.4.2 Certified liens for governmental improvements as of the Effective Date of this Agreement, if any, shall be paid in full by Seller and pending liens for governmental improvements as of the Effective Date of this Agreement shall be assumed by Purchaser. "Certified" for this purpose shall be deemed to mean that the improvement has been substantially completed as of the Effective Date of this Agreement. 12.4.3 Seller shall pay the State Documentary Stamps and Miami -Dade County surtax which are required to be affixed to the Warranty Deed, and the cost to record any corrective documents. Purchaser shall pay the cost of recording the Warranty Deed, the cost to record the Mortgage, the cost for the Commitment and the Owner's Policy and the cost for the Survey. Each party shall bear the cost of the fees of their own respective attorneys and other i s I j i (4 �.ti U. 7 02- 112 professionals and the cost of their own respective performance under this Agreement. 12.4.4 All insurance policies with respect to the Property shall be cancelled on the Closing Date and not prorated. ARTICLE XIII CONDEMNATION AND CASUALTY 13.1 Condemnation. (a) Seller agrees to give Purchaser prompt notice of any actual or threatened condemnation of all or part of the Property, or any appurtenance thereto, or of any actual, proposed or threatened modification or termination of the current access to or from the Property. (b) If prior to the Closing there shall occur (i) the taking by condemnation of all or such portion of the Property as would materially interfere with Purchaser's use and enjoyment thereof in Purchaser's sole discretion; or (ii) the material modification or termination of the current access to or from the Property in Purchaser's sole discretion or of sewer or other utility service to or from the Property in Purchaser's sole discretion, then, and in any such event, Purchaser may terminate this Agreement by written notice given to Seller within seven (7) days after Purchaser has received the notice referred to in Section 13.1(a) hereof, or at the Closing, whichever is earlier. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as herein provided without abatement of the Purchase Price, and there shall be assigned to Purchaser at the Closing all of Seller's interest in any condemnation awards which may be payable to Seller on account of any such condemnation and Purchaser shall receive a credit at Closing in an amount equal to any such condemnation awards paid to Seller prior to Closing. (c) If prior to the Closing there shall occur the taking by condemnation of a portion of the premises which is not material to the use or enjoyment thereof, then, and in either such event, Purchaser shall have no right to terminate this Agreement, but there shall be assigned to Purchaser at the Closing all interest in any condemnation awards which may be payable to Seller on account of any such condemnation, and Purchaser shall receive a credit at Closing in an amount equal to any such condemnation awards paid to Seller prior to Closing. 13.2 Casualty. (a) All risk of loss to the Property occurring prior to the Closing shall be borne and paid by Seller. Seller shall at all times prior to Closing maintain fire and other casualty insurance in effect as of the Effective Date. If prior to Closing there is a fire or other casualty of any part of the Property which is covered by insurance, Purchaser shall not have the right to terminate this Agreement. In such event, all insurance proceeds or other recoveries paid to Seller on account of such casualty shall be paid to Purchaser at Closing, and the right to receive any future proceeds or benefits, together with any causes of action against third parties arising from and out of the casualty, shall be assigned by Seller to Purchaser and the amount of any insurance deductible which Purchaser shall be required to pay as a result of such casualty shall be credited against the Purchase Price at Closing. SE®PW / CRA 02- 112 ARTICLE XIV DUTIES OF ESCROW AGENT The Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth: 14.1 If the Closing takes place under this Agreement, the Escrow Agent shall deliver the Deposit thereon to Seller. 14.2 Subject to the provisions of Section 14.4 below, if the Agreement is terminated in accordance with the terms hereof or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, the Escrow Agent shall deliver the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. 14.3 It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The Seller and Purchaser each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. 14.4 The Escrow Agent is acting as stakeholder only with respect to the Deposit and the cash to close. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or the cash to close or as to whom the Deposit or cash to close is to be delivered, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall -hold the Deposit and/or the cash to close until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of the Closing Date and diligently continued, the Escrow Agent shall bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Deposit and/or the cash to close. Upon making delivery of the Deposit and/or the cash to close, the Escrow Agent shall have no further liability. Seller acknowledges that the Escrow Agent is counsel to Purchaser and can represent Purchaser hereunder in the event of any dispute hereunder, concerning the Deposit and/or the cash to close or otherwise, and Seller waives any right to object to same. ARTICLE XV DEFAULT 15.1 If Purchaser, in breach of provisions of this Agreement, fails to conclude the transaction described herein, or otherwise fails to comply with any of the requirements on the part of the Purchaser to be performed hereunder, and Seller is capable of performing hereunder, Seller may retain the Deposit, together with all accrued interest, as agreed upon and as liquidated damages as the result of such breach by the Purchaser, whereupon the parties shall be released and relieved of all other and further obligations or liabilities hereunder except for the liabilities under Sections 5.1 and 5.2. It is agreed by the parties that such amount being paid to Seller is a fair and reasonable measure of the damages which will be suffered by Seller in the event of such default, the parties recognizing that Seller will, in such event, have relinquished potential offers from other parties to purchase the property, the parties recognizing that such occurrences cannot be subject to the ascertainment of any exact amount of damages. Said liquidated and agreed upon damages are, however, bona fide provisions for such and are not a penalty. SEOPW/CRA 0Z 1112 15.2 If Seller defaults in the performance of its obligations under this Agreement, Purchaser may elect to receive the return of the Deposit, together with interest accrued thereon, or, in the alternative, pursue any remedies available at law or in equity, including, without limitation specific performance of this Agreement. Purchaser, at Purchaser's option and in Purchaser's sole discretion, may waive any default by Seller and close pursuant to this Agreement. ARTICLE XVI MISCELLANEOUS 16.1 Notices. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under this Agreement shall be in writing and shall be sufficiently made or given only when hand delivered, telecopied, or mailed by certified mail, return receipt requested, with proper postage affixed, addressed: As to Seller: Fast Park, L.L.C. c/o Stewart Mirmelli, Esq. Nationsbank Tower 100 SE 2nd Street, Suite 2600 Miami, Florida 33131 Fax: (305) 379-6423 As to Purchaser: Southeast Overtown/Park West Community Redevelopment Agency 300 South Biscayne Boulevard Way Suite 430 Miami, Florida 33132 Attn: Annette E. Lewis Fax: 305-372-4646 with copy to: Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: (305) 789-7799 As to Escrow Agent: Holland & Knight LLP 701 Brickell Avenue Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: (305) 789-7799 or to such other address as any party hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been given and received when hand delivered, upon receipt of the telecopy or on the date of receipt or date delivery is refused if mailed by certified mail, return receipt requested. 16.2 The validity of this Agreement and all of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be interpreted and construed to and in accordance with the laws of the State of Florida. Proper venue for any litigation involving this Agreement shall be in Miami -Dade County, Florida. 16.3 Time is of the essence with respect to all matters contained herein. 16.4 Except as expressly stated in this Agreement to the contrary, any and all covenants, warranties and representations made in this Agreement and all of the terms SECPW / CRA 10 02- 112 kkl and provisions contained in this Agreement shall survive the Closing and delivery and recording of the warranty deed hereunder. 16.5 The parties hereto agree to execute any and all further instruments and documents and take all such action as may be reasonably required by either party to effectuate the terms and provisions of this Agreement and the transactions contemplated herein. 16.6 If any party shall institute legal proceedings against any other party based upon a cause of action arising out of this Agreement, the non -prevailing party in such proceedings shall pay the costs and expenses incurred by the prevailing party in such proceedings, including reasonable attorneys' fees and including any and all costs and fees incurred on appeal of any lower court decision. 16.7 This Agreement constitutes the entire agreement of the parties and the same may not be amended or modified orally. All understandings and agreements heretofore had between the parties are merged in this Agreement which alone fully and completely expresses their understanding. 16.8 Wherever used, the singular number shall include the plural and the plural the singular and the use of any gender shall include the others. 16.9 Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 16.10 In the event that any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, said provision shall- be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 16.11 This Agreement may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned but together said counterparts shall comprise only one Agreement. 16.12 If this Agreement is not executed by Purchaser and Seller on or before 5:00 p.m. on June 1, 2002, then the offer contained herein shall lapse and be null and void. The "Effective Date" of this Agreement shall be the date this Agreement is last executed by Seller or Purchaser. 16.13 All terms, covenants and conditions contained herein are and shall be binding upon in and or to the benefit of the respective parties hereto and those successors and assigns. 16.14 Purchaser and Seller each represent and warrant to the other that no real estate broker, salesman or finder was involved in this transaction. If a claim for brokerage in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto (the said party being called the "Indemnitor"), said Indemnitor shall indemnify, defend and hold the other party hereunder and such other party's officers, directors, agents and representatives (collectively the "Indemnities") harmless from any liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys' fees and court costs) with respect to said claim for brokerage. This provision shall survive the termination of this Agreement. IN 16.15 Purchaser may assign this Agreement without the express consent of Seller. 11 SE®PW / CRA 02- 112 16.16 Notwithstanding anything to the contrary contained in this Agreement, the obligations of Purchaser under any indemnification provisions contained in this Agreement shall be subject to the limitations of liability contained in as provided under Florida law. 16.17 PURCHASER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHTS THAT THEY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BROUGHT BY ANY PARTY BASED UPON, OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENTS EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF PURCHASER OR SELLER ARISING IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SELLER ENTERING INTO THIS AGREEMENT. (SIGNATURE PAGE FOLLOWS) SF OpW / CRA 12 02- 11_2 IN WITNESS WHEREOF, the parties have set their hands and respective seals to be attached hereto on the day and year first above written. Signed, sealed and delivered in the SELLER presence of FAST PARK, L.L.C., a Florida limited liability company By: Downtown Miami Management Group, Inc., a Florida corporation, Manager By: GREGORY MIRMELLI, President Date Executed: PURCHASER SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: Name: Title Date Executed: SEOPW/CRA 13 EXHIBIT "A" LEGAL DESCRIPTION Lots 11, 12 and 14, less the North 25 feet thereof, Lots 13 and 15, less the North 12.5 feet thereof, and the South 125 feet of Lot 16, all in Block 18 of NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, at Page 41 of the Public Records of Miami -Dade County, Florida. 14 SECPW / CRA 02- 112 MIA1 #1135316 v6 EXHIBIT `S" NONE 15 SEOPW / CRA 02- 112 0 SELECTED PAGES APPRAISAL OF A VACANT PARCEL OF LAND ; E , A LOCATED AT THE NORTHEAST QUADRANT OF N.E. 10 Street AND NORTH MIAMI AVENUE MIAMI, FLORIDA PREPARED FOR CITY OF MIAMI COMMUNIITY REDEVELOPMENT AGENCY MIAMI, FLORIDA DATE OF VALUE May 9, 2002 PREPARED BY INVESTORS RESEARCH ASSOCIATES, INC. 5730 S.W. 74 Street, Suite 100 South Miami, Florida 33143 investors research associates, inc, real estate consultants/appraisers 02— 112 0 1 D E E 0 investors research associr , inc. 5730 s.w. 74 street,"iffite 100 south miarni, florlda 33143-5381 telephone 305-665-3407 fax 305-665-4921 May 16, 2002 real estate consultants and appraisers licensed real estate broker Annette Lewis Acting Executive Director Community Redevelopment Agency 300 Biscayne Boulevard Way, Suite 309 Miami, Florida 33131 Re: A 38,750-square foot parcel of vacant land located at the northeast quadrant of N.E. 10 Street and North Miami Avenue IDear Ms. Lewis: G The attached complete appraisal prepared in summary report format is being submitted according to your request. This report contains a result of investigations and analyses made in order to furnish an estimate of the market value of the property described herein. This appraisal is intended to comply with the following: the Uniform Standards of Professional Practice (USPAP), as adopted by the Appraisal Standards Board of the Appraisal Foundation; requirements of the Real Estate Appraisal Board of the Florida Department of Professional Regulation; and the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. A Summary of Facts and Conclusions is provided in the front of the report, and a Certificate of Value appears in the final section. As presented herein, the conclusion of market value of the referenced property, as of May 9, 2002 is $2,900,000. Respectfully submitted, �,� Xl- ?a� Edward N. Parker, MAI State Certified General Real Estate Appraiser # 0000144 2 02-1580 02- 112 SEOPW / CRA SEOPW/CRA 02- 112 SUMMARY OF FACTS AND CONCLUSIONS The Assignment: To estimate the market value of the fee simple interest of the property described herein. Property Location: Northeast quadrant of N.E. 10 Street and North Miami Avenue, Miami Florida. Property Description: An essentially rectangular shaped parking lot measuring approximately 125' x 300' and containing 38,750 square feet. The site improvements include old asphalt paving and a chainlink fence. Ownership: Fast Park, L.L.C. 2001 Assessment and Taxes: 2001 Assessment 2002 Taxes $1,601,167 $44,097 Zoning: C-1, Restricted Commercial Highest & Best Use: Nightclub Market Value Conclusion: $2,900,000 Effective Date of Valuation: May 9, 2002 Appraiser: Edward N. Parker, MAI 4 SEOPW IMA 02- 112 ►A Q I. THE ASSIGNMENT Identification of the Property The appraised property consists of a vacant parking lot fronting along the north side of N.E. 10 Street and the east side of North Miami Avenue in the City of Miami. The site fronts 125 feet along North Miami Avenue and 300 feet along N.E. 10 Street, and contains approximately 38,750 square feet. According to the Miami -Dade County Property Appraiser's records, the property is legally described as follows: The south 125 feet of Lots 11, 12, 14, and 16 and the south 137.5 feet of Lots 13 and 15, , Block 18, City of Miami North, Plat Book B, Page 41, as recorded in the Public Records of Miami -Dade County, Florida Purpose and Scope of the Assignment The purpose of this appraisal is to estimate the current market value of the fee simple interest of the property described herein. The function of this appraisal is to provide the client with an estimate of value that may be used in conjunction with the potential acquisition of the property. Per the client's request, the appraiser has prepared a narrative appraisal report presenting the data, reasoning and analyses used to develop the opinion of value. Additional supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's files. The scope of the assignment encompassed the following steps performed within the framework of commonly affected appraisal procedures: • Interviewed the subject property owner regarding his property and other properties in the immediate area. • Inspected the property being appraised and the surrounding neighborhood and marketplace. • Gathered and confirmed comparable market data to the extent possible. Importantly, per the client's request, the appraiser did not divulge the nature of the assignment or the property being appraised. This hindered the verification process to some extent. 5 02-1580 SEoPW / CRA n9- 1 1 2 • Formulated reasonable Opinions 44�, factors, as well as physical and functional considerations ment based on supply and demand considerations relative to the hi and best use of the property and its market value. ghest • Analyzed these data in order to formulate sound valuation judgment within the framework and application of the appropriate approach to value. C. Definition of Value Market value is defined in Uniform Standards of Professional Practice (USPAP), as adopted by the Appraisal Standards Board of the Appraisal Foundation, as: "The most probable price which a property should bring in a competitive and o market under all conditions requisite to a fair sale, the buyer and seller each acting prudently, knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and passing Of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated; 2. Both parties are well informed or well advised, and each acting_in what he considers his own best interest; I A reasonable time is allowed for exposure in the open market; 4. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. The price represents the normal consideration for the Property special or creative finncing or sales concessions granted by anyone unaffected ssociated with the sale." A Property Rights Appraised This valuation of the appraised property is based on all the rights that may lawfully be held by the owner under a fee simple estate. E. Effective Date of Appraisal The property was inspected on May 9, 2002. This is the effective date of value. F• Appraiser Edward N. Parker, MAI ral ,ECPW/CRA 02-- 112 02-1580 14�6� Continued new apartment construction is occurring in Miami -Dade County. However, Wolff reports recent new apartment inventory represents less than nine months of supply and anticipates vacancy rates will remain at acceptable levels for the near term. Overall average apartment rent in Miami -Dade County was $921 in late 2001, up 5.1 percent from $876 in late 2000. Conclusion The local economy and real estate market have fully recovered from the multiple shocks of the national recession, a credit crunch, over -building in the late 1980s and Hurricane Andrew in 1992. But the economy's rate of growth has slowed and some sectors have stalled. The population in Miami -Dade County is increasing at a significantly slower pace than in the past decade and the source of the growth is not especially conducive to economic growth, at least for the short term. Miami -Dade County has a higher than average birth rate and a large, low-income immigrant population. Based on historic patterns, the long-term prognosis is more positive. In the past, immigrants to Miami -Dade have proven to be energetic entrepreneurs and most job creation comes from small businesses. The single most significant growth industry in Miami -Dade is international trade, which generates demand for warehouse and distribution space, transportation services, as well as legal and banking services such as letters of credit. The strength of this industry is attributable to Miami's largely bilingual population in addition to the area's proximity to Latin America. B. The Neighborhood The appraised property is located in a neighborhood situated immediately north of Downtown Miami known as Park West. Neighborhood boundaries are generally delineated as S.R. 836/I-395 to the north, Biscayne Boulevard (US-1) to the east, N.W./N.E. 5 Street to the south, and the FEC Railroad/Metrorail line at about N.W. 1 Avenue to the west. Park West was one of the first industrial districts to be developed in Miami with some of the remaining structures dating back to the early 1900s. However, the neighborhood has experienced substantial new development during the last 10 years. Examples include the following: • The Miami Arena along the south side of N.W. 8 Street between N.W. 1 Avenue and North Miami Avenue. The Arena View Towers and Biscayne View Apartments, two high-rise apartment structures occupying the twe ' ' -'-s immediately north of the Miami Arena. • The NAP Telecom facility occupying the entire block bounded by North Miami Avenue, N.E. 8 Street, N.E. 1 Avenue, and N.E. 9 Street. 02-1580 SEC3PWICPS fig— 1 1 9 City of Miarni Park West District , Za - rME g� WWI, 9T lit MR 9-P A A-4 At A SF,OPW/CRA Although each of these developments has upgraded the Park West neighborhood, the 4�4, greatest impact on the area has been the Performing Arts Theatre which is now under construction just north of the northeast corner of Parkwest between Biscayne Boulevard and N.E. 2 Avenue and between N.E. 13 and N.E. 14 Streets. The Performing Arts Theatre has been planned and anticipated for many years. When it became clear the project would become a reality, land speculation in the Park West area, as well as the neighborhood to the north of S.R. 836/I-395 intensified. By far the most prominent purchaser of properties in the neighborhood has been Hank Sopher, a developer of parking garages from New York. This land speculation has pushed land prices of about $20-$30 per square foot several years ago up to $75 per square foot or more at this time. Very well located parcels near Biscayne Boulevard are priced well above $100 per square foot. While the Performing Arts Theatre has caused land values in the general Park West area to escalate, the factor that has had the greatest impact on property prices/values in the immediate subject area is the Park West Entertainment District. The ordinance that established this district and several others in the City of Miami was adopted in April 2000. The intent of the ordinance was to eliminate the distance requirements between nightclubs and to actually encourage establishment of clubs in close proximity to one another. It also provides for 24-hour liquor licenses within the district. The Park West Entertainment District is bounded by S.R. 836/I-395 to the north, Biscayne Boulevard to the east, N.E. 7 Street to the south, and North Miami Avenue to the west. Motivated by the liberal provisions of the Park West Entertainment District, in conjunction with greater restrictions being placed on nightclub operators on South Beach, club owners have recently acquired a number of older industrial buildings and vacant sites in the area.— primarily along N.E. 11 and N.E. 10 Streets. The older buildings have been totally renovated and opened as nightclubs, reportedly with tremendous success. Although no new buildings have been built on vacant sites, several are reportedly planned. The prices being paid for these older buildings and vacant properties have escalated tremendously over the last two years. Buildings that are 60 to 80 years old that sold at prices of about $30 per square foot of land area several years ago now sell for more than $100 per square foot of land area with one current contract reported to be in the $250 to $300 per square foot range. These are buildings that are generally in very poor physical condition that only provide a usable shell. Importantly, the subject parcel fronts along the north side of N.E. 10 Street along the south side of the block that has experienced the most sale activity along N.E. I 1 Street. This would appear to place the property at a very good location for future club development. 1[o7 02-1580 02- 112 5 I VIEWS OF THE SUBJECT PROPERTY Looking northeast across the intersection of N.E. 10 Street (at right) and North Marni Avenue (at left) at the appraised property which is the vacant, fenced parkingI ot. Looking northwest across N.E. 10 Street at the property. The oak trees at the right are the far east end of the site on Lot 16. g at CRA 02- 1.12 VIEWS OF THE SUBJECT PROPERTY 4�� Looking east from the west end of the property just east of North Miami -Avenue. Looking west across the middle of the parcel. The trucks in the background are on North Miami Avenue. SEOPW/CRA 02- 112 I IV. ANALYSIS OF DATA AND CONCLUSIONS A. Highest and Best Use Highest and best use is a fundamental promise of real estate valuation. According to Page 275 of The Appraisal Of Real Estate, Twelfth Edition (2001), published by the Appraisal Institute, highest and best use is defined as: "The reasonably probable legal use of vacant land or an improved Property that is physically possible, appropriately supported, financially feasible, and that results in the highest value." The appraised property is located north of the Miami Central Business District in a neighborhood known as Park West. This was an older industrial neighborhood prior to revitalization during the last 10 years. As previously addressed herein, a number of factors have acted to improve Park West and to escalate property prices/values. By far, the most significant influence on the immediate subject vicinity has been the establishment of the Park West Entertainment District. The City of Miami created this 24-hour entertainment district in April 2000 to promote the grouping of nightclubs between Biscayne Boulevard and North Miami Avenue. Although the district boundaries extend south from S.R. 836/1-395 to N.W. 7 Street, the primary focus has been along N.E. I I and N.E. 10 Streets. A number of clubs have opened in completed renovated warehouses and others are planned for vacant sites in the area. Reportedly, the clubs that have opened have been extremely successful. A nightclub use of the subject site is legal and physically possible. Although a financial feasibility analysis was not within the scope of this assignment, it would appear that a nightclub use would be financially feasible. Therefore, the conclusion of highest and best use is for a nightclub. B. Valuation 1• Methodeloey Usual appraisal procedure involves an estimate of value by three separate approaches: the cost approach, the sales comparison approach, and the income capitalization approach. In this instance, vacant land is being appraised so only the sales comparison approach is prepared. 2• Market data A search was conducted for recent sales of commercially zoned sites in the subject's Park West neighborhood. The search revealed sales of both vacant sites and sales of old industrial buildings which were in poor physical condition at the 14 SECPW / CRA 02-- 112 02-1580 time of sale. The older buildings are generally either razed or totally renovated 441*6. for nightclub use. Although the building shells of the improved properties may have contributed some minor increment of value, the location of these properties and their underlying land value were the primary considerations in their prices/values. Seven sales of vacant and improved properties in Park West are detailed on the following pages along with photographs and plats. A location map, summary table, and analysis follow the sale write ups. 15 SEOPW/CRA 02- 112 02-158o f'sanr ,��_ -�•-moo tea. Sale Improvement Price/S.F. LIB Location Sale Date Site Siz, Size -LS.F,1 LARd 1 West side of N.E. 1 Avenue Dec-00 30,000 --- $40.00 from N.E. 10 Street to N.E. 9 Street 2 South side of N.E. 7 Street Aug-00 47,985 26,505 $75.00 from N.E. 1 Avenue to N.E. 2 Avenue 3 North side of N.E. 10 Street, Jun-01 12,500 --- $160.00 150 feet east of N.E. 1 Avenue 4 143 N.E. 8 Street Jan-02 21,700 5,818 $51.61 5 60 N.E. 11 Street Oct-00 6,250 6,225 $40.00 6 50 N.E. 11 Street Dec-00 6,226 11,257 $128.49 7 34 N.E. 1 I Street Nov-01 12,525 20,675 $144.91 t±' 1 � rice/S.F. of Building Comments --- Older sale east and south of the subject. $135.79 Older sale of a property to the south. --- One block east of the subject. Older building has been razed. $192.51 Two streets south of the subject. Improved with office building. $40.16 2000 sale of a 64-year old warehouse that has been renovated as a nightclub. $71.07 2000 sale of a 75-year old warehouse in poor condition. Reportedly under contract :o resell for $2414305 square foot of land area. Not renovated yet. $87.79 Late 2001 sale of an 85-year old warehouse in poor condition. To be renovated as a nightclub. J. Analysis The seven sales presented above and summarized on the facing page reflect a wide price range for Park West properties. The overall price range is $40 to $ 160 per square foot of land area. The sales occurred between August 2000 and January 2002. Sales I and 5, both of which transacted at prices of $40 per square foot of land area, set the lower end of the range. Importantly, both of these sales occurred in 2000, or shortly after the Park West Entertainment District was established. The prices of Park West properties within the entertainment district boundaries, particularly along N.E. 1 I and N.E. 10 Streets, has escalated tremendously since 2000. The upper end of the price range is set by Sale No. 3 ($160/S.F.) which involved an improved property located one block east of the subject. After this purchase in June 2001, the buyer razed an older industrial building on the site. It was not possible to verify this sale so it was not given heavy weight in the final value analysis. Nevertheless, it appears to have sold at an above market price. Sale Property 2 is improved with a one-story industrial type building that was previously used as a newspaper publishing plant. This site is located closer to Biscayne Boulevard, which is a positive feature, but it is south of the Park West Entertainment District. The price was equivalent to $75 per square foot of land area. Overall, this is considered to be a reasonable indication of subject value. ' Sale 4 was an early 2002 transaction involving an office building located one block south and one block east of the subject site. While the location close to N.E. 2 Avenue is good, it is one to two blocks south of the main focus of the entertainment district. The $52 per square foot land price would appear to reflect this property's lack of appeal to nightclub operators. It also may have been a below market price. ISale Properties 6 ($128/S.F.) and 7 ($145/S.F.) are both located across the alley directly north of the subject site. They both involved very old (75 years and 85 years, respectively) industrial buildings that were in very poor physical condition at the time of sale. Number 6 was acquired for renovation as a nightclub but has been put up for sale instead. The property is reportedly under contract within a reported range of about $241 to $305 per square foot of land area. Number 7 is reported planned for renovation as a club. Importantly, both of these buildings are in very poor physical condition with only the building shells of any value to a club operator. Nevertheless, the location of these properties on N.E. 11 Street is considered superior to the subject's N.E. 10 Street location although the subject is a corner site and these sale properties are not. SEoP W / CRA M 02- t12 02-1580 I CI I 0 1 D [I i 4• Value Conclusion The sale prices range widely but would appear to focus on about $75 per square foot. The subject owner's $125 per square foot asking price is not considered reasonable. The conclusion of value is $75 per square foot, or $2,900,000. 38,750 S.F. x $75/S.F. = $2,906,250 Rounded $2,900,000 "70PWXRA 27 O � -- 1 2 oz-1sso ICON Southeast ertown/Park West and Omni ft. evelopment Districts The Bdard of Directors Meeting The "aani Are" VIP Room 01 Arena Boulevard Miami, Florida i 28 October 1996 1 7;00 PM AGENDA 1. Pledge of Alliance. 2. Approval of minutes fr�m June 18,1996 and June 24,.1996 nmeetings. I ' 3. The CRA Budget for Fi.fal Year 1996-1997. 1 4. The Black Archives' request for easement of the CRA property for . the renovation and expansion of the Lyric Theater. ' 5. Economic Development Initiative Grant Application for the Overtown Homeownerslup Zone., i 6. Developer Selection fc r the `Blocks 25 & 36 Residential Development Project". 7. Disposition of a CRA owned vacant land located. between the Biscayne Boulevard and NE 2nd Avenue and NE 10th and 11th Streets. 8. Discussion "Divositio of CRA owned land leased to Arena 'lowers and Biscayne View Apartnnrnts". 9. A request from Mr. ornon Yuken to address the CRA Board with respect to the Arena Sq�are Apartments. 300 Biscayne BmAward My suite f 4W i Miami Florida 33131 Tel. (305) 579.3324 Fex f3o5) 371-9710 SEOPW/CRA U2-- li2 1 I I� i I 10. Upcoming CRA Board Meetings: (i) Monday, Norember;2S,1996, The Grand Condominium Doubk Free Motet, 1717 South re Drive. Mimi, Florida. (ii) Monday, Tlecernber; 16, 1996 The .Miami Arena. 701 Aret� 8auletaicl, ! Miami, Florida.. 11. Other. i i I - 5EOPW/CRA cTY oF #AAMI, FLORIDAJ F 7TEZ le M JJJ)U _E M ff4TE"FFICE MEMORIANDU octobks- lHorlorable Cludnmnand Members UAIE. v Board omw=Aty Redevelopment Agency Properf Ilerbest J. Bailey -;T r r acve jlaAgwe'tcy 10 21,1996 of CRA Owned FVJF'- Lh acawdanm with the CRA Board instructimm Of Jun 18,1996, the CRA-issued ? sale of a CRA wDed PrOPOtty (Prope")P a Reque:4 for farbpose% (RM for the thi! Hdsmym AppTWimabely 6X0 square feet► iocated between BoulevaW and tifi 2rtd Aver uk-and. Norffi of NE 9th Street. I Ow August 4 11996, the (:IRA adveTtised RFP for Ibel ,denn"ving mponsibaities of the interested PIOPOF4 development, ftnmicW wquireuwntI;, and posoUe dean -up. In order to avoid the powWRY Of selling C the RVF requived the pro9pective buyer to develop OoxAevard the parhase- . Kan- September Z 1996, the CRA rued a PWPOsa. in the amount of -$310,0W for the puq"r-.e of e; pp�rVfion lomfed at 10WSiscaYne B0uICv8rd. Mr. At ma pWP0--r-d is determkied to be reVenst iMow"6% requkmumt5- Mgoff uf $31_()AW is consistent with the ant- iie has aL bank letter to qualify for a mortgage He is willing to develop the she within 18 MD He ackw-PAedges the sale Of the PrOPcr'h, responsibility of any envimnawntal toxic wa to, the CM ,;TIjmW=v, we Would I&e to rwGmuwmd the le of he Property to Mr. At=* prooi�6d with flee $a -:,Eadcvsures i of the subject Pjr6perty, with respect to the site viroamental toxic N"4e Pr.P� rty to a qpecwator� Le she with 18 month of ' W Abrabom AtznW4 Ih-& Ifis currerit retag to the-RFW by meeting the as W, and, assuines the dean up effait at no C00,'t 4 all SEOPWICRA 02- 1.12 V. November 6,1996 Mr. Abraham Atzmon 3900 Galt Ocean Drive, Apt 906 Ft. Lauderdale, FL 33308 COMMUNITY REDEVELOPMENT A G E N C Y 300 Biscayne Boulevara Way Suite 400 Miami Rondo Reference: CRA Owned Pro erty Located between Biscayne Boulevard, 33131 NW 2nd Avenue, NW loth Street, and NW 11th Street Dear Mr. Atzmon: Tel 1305J We are pleased to notify you that the Community Redevelopment Agency Board of Directors on October 28, 1996, approved your proposal to acquire the above 579-332, referenced CRA owned property for the purpose of developing a "Super Gas Station" and expanding your current operation at 1000 Biscayne Boulevard location. Fax Our Legal Counsel is in the process of drafting a Property Disposition (305) Agreement. We will forward the agreement for your review and execution as 371-971C soon as it is ready. Please feel free to reach us at 579-3324 for any questions. Sincerely, Herbert Bailey A-1 Executive Director SEOPW / CRA 02- 112 PUBLIC NOTICE REQUEST FOR PROPOSALS The Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami (the "CRA") hereby solicits proposals for the purchase and development of the real property described below (the "Property"): r Location: Legal Description: Approximate Area: Improvements: Zoning: West side of Biscayne Boulevard between N.E. 1 Oth Street and N.E. 1 lth Street, Miami, Florida The South 25 feet of Lots 1, 4 and 5, and the North 3 feet of the West 50 feet of Lot 10, Block 20, City of Miami North, as recorded in Plat Book B, Page 41, of the Public Records of Dade County, Florida 6,150 Square Feet None C-1, Restricted Commercial District The CRA makes no representations or warranties whatsoever as to the Property and the Property shall be sold in its As -Is condition. Any party interested in responding to this Request for Proposals shall be offered a reasonable opportunity to perform appropriate inspections of the Property, with the approval of the CRA. The CRA will require that the successful respondent enter into a development agreement at closing in which such respondent, as buyer, shall irrevocably commit to the development of the Property for commercial purposes consistent with the Southeast Overtown/Park West Redevelopment Plan dated 1982� and agree to commencement of such development within eighteen (18) months following the closing of the sale of the subject property. Accordingly, all responses to this Request for Proposals shall be evaluated on the basis of the proposed development, financial capability and viable financial strategy of each proposal, as well as proposed purchased price. All proposals must offer a purchase price of not less than the appraised value of $310,000.00. Each respondent who wishes its proposal to be considered must submit its proposal within thirty (30) days following the date of publication of this Notice and be prepared to close Lot later SEOPW / CRA 02- 1.12 than sixty (60) days following the date of approval by the Board of Directors of the CRA of such proposal. Interested parties may contact the Community Redevelopment Agency (Attention: Erdal D6nmez), 300 Biscayne Boulevard Way, Suite 400, Miami, Florida 33131, telephone number (305) 579-3324, for further information. N Herbert J. Bailey Executive Director SE®PW/CRA 02- 1.12 BROAD AND CASSEL ATTORNEYS AT LAW MU' - D. SHEAR. ?.A - MI U- P.A. IRP,.- A DBVICH, P.A. PATRICIA LEBOW. P.A. C. KEN BISHOP, P.A. ROBERT D. OATTON, P.A RICHARD B. M-PAAIAND, P.A. C. DAVID BROWN, I, P.A. P. VERNON SENNETT MARTIN S. CASSEL P.A. CLIPPORD I. HERTZ, P.A. ARVIN J. JAPM ?.A- M. STEPHEN TURNER, P.A. RALPH C. DATTLIJO. P.A. DOUGLAS L MANNHEIMBR. P.A. MARTIN R PRESS, P.A. MICHAEL A DRIBIN, P.A. ANTHONY W. PALMA. P.A. ANDREW D. RAPKIN CHART" S SJRATTON. P.A. JAMBS E SLATPR. PA. WILLLIM C. PMUJFM, PA. ALAN K LEDERMAN. P.A. OABJUBL L IMPERATO, P.A. DAVID K. MILLER ►.A ROBERT T. ROSEN. PA. 0 ANDREW COT-nN, P.A. KBLLY OVERSTREET JOHNSON, P.A. L"DAL M. ALIJOWD, P.A. IAMBS 1. WHEELER. P.A. JEFFREY P. GORDON ANDREW B. THOMAS, P.A. MARK D. TUCKER THEODORE C. TAUB, P.A- PETER M. CARDTLLO, P.A. JACK R. XL JOTI, P.A. VIRGINIA EASLEY JOHNSON, P.A. JOSS I. ROIAS, P.A. 103E A SAXIW, 11L, P.A- MHA S. GORDON, P.A. S EVEN ELLISON AMY S 97FO-O 3®t, P.A DEBORAH IL JOHNSON, P.A. RONALD M. OACH9, P.A- RICHARD N. MILIAN, P.A. LENORE SMOLLER. P.A- ANNE NOVICK BRANAN, PA - A. JEPMY ROBINSON, P.A. DALE R BEROMAN, PA. MARSHAL. S HARRIS, P.A. R019URT B. JOHNSON, P.A. DAWN BOWUNO. P.A Robert H. Smith, Esquire Holland & Knight, LLP 701 Brickell Avenue Miami, Florida 33131 KATHLEEN L DEUTSCJJ. P.A. MICHAEL P. SENNETT, P.A. THOMAS 1. PALAOPRI, P.A. OARY W. JOHNSON, P.A. CHRISTOPHER D. ROLLE. P.A- MAY-LAN W. SCRLOW, P.A. JAY ADAMS JOYCE L EMEN DONALD P. DUFRESNE THPPREY 1. MER BARBARA dd CASTILLO MICHAEL R. KERCHER ROY S KOBERT 1. BRIAN BAIRD MICHAEL P. NIDO, IR. C. CHRISTOPHER KITER RICHARD M. BENRUBI DOUGLAS B STARCHER OARY E. LEJQAAN DAVID 1. POWERS JONATHAN 1. M AIS GENE B. CRICK, M KATHERINE CASTOR DAVID L KARIAN JANE B. PALMER ROBERT ALPERT, IL ROBERT P. MALL6IT KEITH P. WHITE EDO" A. BENES TAMARA CARMICHAEL ELISABETH E Q. SCHOLES ROSE PARISH-RAMON PETER M. BERNHARDT LMOH ANN MURVTN LINDA C. PRA27ER STEVE WASERS RIN RODOER HOCHMAN KEVIN H. SVTTON 14CHAEL MANTHE HE LIMIER 1. PBRIJNO DAVID A ROBERTS DAVID P. LBON DEBRA B. POTTER JANA M. YAW CARL S. ROSEN HOWARD M. ROBINSON ANDREA 1. FOWLER CAROLINE MONTANUS LUANN M. DOMINGUEZ TYRONE L LUPMAN MANUEL R_ VALCARCEL, TV ALBERTO d. CARDBNAS May 23, 1997 7777 GLADES ROAD SUITE 300 BOCA RATON, FL 33434 (561) 483-7000 FAX (561) 483-7321 OF COUNSEL SHEPARD BROAD ALVIN CASSEL NORMAN BROAD, P.A. I. BURTON SPRAKER WILLIAM M. ROW --XD, JR., P A WANDA L BROWN ALAN W GERLACH KENNERI EDEIMAN WILIJAM P. BURNS JON B LAURENCE JEANNE K. DAMIROIAN Re: Abraham Atzmon/1000 Biscayne, Inc. Southeast Overtown/Park West Community Redevelopment Agency Dear Bob: I enclose the revised draft Settlement Statement for this transaction correcting the Purchase Price from $323,000.00 to $323,500.00, as you pointed out. By copy of this letter, I am forwarding a copy of the draft to Mr. Atzmon for his review. Sincerely, BRO AND CASSEL Arvin J. Jaffe, P.A. AJJ/ma Enclosure / cc: Mr. Abraham Atzmon (w/ enclosure) RWA R VINVMITH I .LTR OTHER OFFICES: FT. LAUDERDALE - MUMI.ORLANDO • TALLAHASSEE 'TAMPA' WEST PALM BEACH SEOPW/CRA 14 �) � I A Q pN' Funds Transfer Consolidated Advice 1 2090, 0339 9725 I11'�III�IIIIIIII�t11I11'IIII'II 1000 B I SCAYNE INC Posting Date: 05/29/97 3900 GALT OCEAN DR #906 Account No: 2090000750339 FORT LAUDERDALE FL wZ Inquiries regarding this statement may be 33308 phoned to (800) 222-3862 (Standard Fees as stated in the Schedule of Fees may apply to these transfers.) Transfer Reference USD Debit Amount USD Credit Amount Transaction Description 970529-004280 333,976.50 TIME STAMP: 10:11:31 LOC: MTRANS CNTL: 205160 FED REF: 004280/CDT: A/067013153/FIRST UNITED BANK/80CA RATON, FL/SBK: GALT OCEAN FT SETTLEMENT/ATTN: WIRE SER VICES/FORT LAUDERDALE, FL FL-6240/970529205160/BNP: /1 042063/13ROAD & CASSELL FUNDING ACCOUNT/OBI: FOR 1000 BI SCAYNE/ k ;ode Descriptions described in following section r0 FIRST UNION NATIONAL BANK OF FLORIDA page 1 of 2 001032 O - 112 6 SEOPW / CRA 1 uIIUJ F �N Transfer P-grer's Signature Request Callback Requiraa Initiator's Signature (Yes 0369 12 NO Customer Accepting Call Back/Phone Number is Signature Account Status Sufficient (Audio Checked) Not Sufficient (NSF) SUFFICIENT Funds Transfer FIRST UNION NATIONAL BANK OF FLORIDA Domestic or International Non -Repetitive or Repetitive Line Number DOMESTIC NON -REPETITIVE 00000 Caller ABE ATZMON Description 2 (GL) Execution Date 05/29/97 Type Currency Value Date Contract Number / Provided By U.S. Dollar Amount 1-1horized Signature Only NSF Source of Funds Credit Approver Name (Please Print) Date Time of Call Current Date Control Number 05/29/97 205160 Amt Verify Cd Verify I.D. Type (Fed, Book, Other) N FED Branch or Department Request Type (Fax,Phone,Walk-in) 0000240 WALK-IN Domestic Transfer Amount $ 333,976.50 Foreign Amount Exchange Rate Int'I Transfer Amount Name Ong Account Number 1000 BISCAYNE INC 3 2000000750339 0 Address *1 Ca 3900 GALT OCEAN DR #906 City State Zip Country O FORT LAUDERDALE FL 33308 Name R%r Number Y C: FIRST UNITED BANK 067013153 m Address = 980 N FEDERAL HWY City State Zip Country a� BOCA RATON FL 33308 OC Advice NONE (No Phone Advice Required, Credit and Phone Advice, Notify and Pay, Pay upon Proper I.D.) Name BROAD & CASSELL FUNDING ACCOUNT C Address d j, City to a COther Payment Information FOR 1000 BISCAYNE c o Iv »- m5 State Ong Account Number 1042063 Zip Country Ff 'ethod I Customer Contract (W6. . e/Charge) i All of the above information is complete, correct and provided to First Union for the purpose of instructing First Union to transmit a funds transfer. First Union's acceptance and execution of the funds transfer is subject to the terms and conditions on the reverse CHARGE side of this for y signa ure below 'ndic es hat I have received a completed copy of this Funds Transfer Request. 538053 (25/pkg) Customer Sig1 _ Date , �- - .-;a ram,^•try REC. I 7659PC25 ! 6 EXHIBIT "A" VACANT PROPERTY Parcel 1: The South 25 feet of Lots 1, 4 and 5 and the North 3 feet of the West 50 feet of Lot 10 in Block 20, of the City of Miami North, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Dade County, Florida. Parcel 2: The North 3 feet of Lot 7 and the North 3 feet of the East 40 feet of Lot 6, Block 20, of the City of Miami North, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Dade County, Florida. 0 SEOPW/CRA 02- 112 %"°" REC-. 17659Pc25 ! EXHIBIT "B" IMPROVEMENT PLANS e RECORDED IN OFFICIAL RECORDS g OF DARE COUNiY, FLORID' 0QK RECORD VERIFIED HARVEY RUVIN CLERk CiRCU/T COURT Preliminary Site Plan prepared by William K. Duffey, P.E., dated February 5, 1997, Job No. 96-1935. 7 SEOPW / CRA 02- 112