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HomeMy WebLinkAboutR-85-0928fi 0 J-85-925 9/11/85 RESOLUTION NO. A RFSOLUTTON AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT OF PURCHASE AND SALE, IN SUBSTANTTALLY THE FORM ATTACHED, WITH NEW WORLD MARINAS, TNC. FOR THE PURCHASE OF ALL RIGHTS, TITLE AND INTEREST TN AND TO THE NEW WORLD MARINAS, INC., MIAMARINA AGREEMENT FOR $1,675,000 FROM MONTES ADVANCED TO THE, CTTY BY BAYSTDE CENTER LIMITED PARTNERSHIP UNDER THE TERMS AND CONDITIONS SET FORTH IN THE MIAMARINA AGREEMENT BETWEEN THE CTTY AND BAYSIDR CENTER LIMITED PARTNERSHIP. WHEREAS, the City entered into an Agroem,�nt dated ,tune 4, 1981 with New World Marinas, Tnc. (hereinafter "Agreement") regarding certain City -owned properties at Miamarina located adjacent to Bayfront Parkr and WHEREAS, the Agre-meet is For a Corm of four years with an option in favor of New World Marinas, Tnc., to extend the term of the Agreement for an additional Four years- and WHEREAS, the option has bean exer.ci ed and the City is desirous of acquiring all. rights, title and interest in and to the Agreement For the r.emaininq period -)f the option to accommodate the development of the Bayside Specialty Center and Parking Garage adjacent to and surrounding the properties covered by the Agreement with New World Marinas, Inc. NOW, THEREFORE, BE TT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an Agreement of nur.chaso and sale, in substantially the Form attached, with New World Marinas, Tnc. for the purchase of all rights, title and intr-r_est in and to the New World Marinas, Inc. Miamarina Aqreement for $1.,675,000 from monif-s advanced by Bayside Center Limited Partnership under the terms and conditions set forth in the Miamarina Agreement between the City and Bayside Center Limited Partnership. CITY COMMISSION MEETING OF SE P 12 t#+$ ficSixiftl(iti no. REMARKS 4 PASSED AND ADOPTED this 12th day -,f- SEPTEMBER 1985. City Clerk PREPARED AND APPROVEn BY: kmtvm G. MIRIAM MAER Assistant City Attorney APPROVE TO FORM AND CnRRECTNESS! LUCTA A. n GHERTY City Atto ney GMM/wpc/ab/B095 MAURICE A. FERRE MAtTRTCF A. PFRRF, Mayor. u - 2- 95-92 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE, is made this day of , 1985, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City") and NEW WORLD MARINAS, INC., a Florida corporation (hereinafter "New World" or "Seller"). W I T N E S S E T H: WHEREAS, Seller and the City entered into an agreement dated June 4, 1981 relating to the Miamarina (the "Agreement"); E%nd WHEREAS, the Agreement granted to Seller the exclusive use, control and occupancy of the Miamarina, which is located immedi- ately adjacent to Bayfront Park, Miami, Florida (the "Marina"); and WHEREAS, the City is now desirous of acquiring all of Seller's rights, title and interest in the Agreement and the property rights which are the subject to the Agreement, namely all contract rights, leasehold interests, inventory and equip- ment, owned by Seller in connection with the Marina; and P' WHEREAS, Seller has agreed to sell, convey, assign and transfer its entire interest in the Agreement and Marina to the = f City. s t NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, and for other good and valuable consid- eration, the receipt and sufficiency of which is hereby acknowl- edged, the City and Seller covenant and agree as follows: s 1. Seller agrees to sell and assign to the City and the City agrees to purchase from Seller all of Seller's right, title and interest in the Agreement and the Property (hereinafter defined) not otherwise expressly excluded in Paragraph 5 hereof, including, but not limited to, the following: A. All of Seller's right, title and interest in the Agreement; B. All of Seller's right, title and interest in the Marina; 85-92 Y; C. All of Seller's right, title and interest in equipment, personal property, inventory and improvements located on or at the Marina, as set forth on Exhibit "A" attached hereto; D. All of Seller's right, title and interest in non -dockage contracts, non -dockage leases, non -dockage licenses and other non -dockage agreements relating to the Marina as set forth on Exhibit "B" hereto, (collectively called the "Con- tracts"); E. All of Seller's right, title and interest in dockage agreements as set forth on Exhibit "C" hereto (the "Dockage Agreements"); and F. All other rights of Seller with respect to the Marina not specifically enumerated hereinabove. The property and rights being purchased by the City as set forth in subparagraphs A through F above is hereinafter collec- tively called the "Property." Following the completion of the transaction described herein, Seller shall have no further rights under the Agreement and shall, subject to the terms hereof, be released and relieved of all obligations under the Agreement. 2. In consideration for the Property to be acquired by the City, Seller shall receive ONE MILLION SIX HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($1,675,000.00) (hereinafter the "purchase price"). The purchase price shall be paid by cash or cashier's check to Seller on or before September 19, 1985, (hereafter the "closing date"). The place of closing shall be in the City of Miami at a location and time to be designated by the City. 3. Seller makes the following representations and war- ranties to the City in order to induce the City to enter into this Agreement. A. Seller is the owner of the Property. Seller has not assigned, pledged, encumbered, hypothecated, or otherwise transferred any of the Property. There are no UCC-1 Financing Statements filed against any portion of the Property and Seller is aware of no claims by any party with respect to any of the Property. -2- 85-92t.; B. At the closing, Seller will assign the Agreement and convey to the City title to the Property, free and clear of all liens and encumbrances by an Assignment of Agreement, Bill of Sale and other appropriate conveyance documents. The forms of Assignment of Agreement, Bill of Sale as well as all other "conveyance documents" to be executed and delivered by Seller to the City at closing are attached hereto as Composite Exhibit "D". C. Attached hereto as Exhibit "B" is a list of all Contracts (see Paragraph 1 D). Seller has delivered true and correct copies of all Contracts together with all amendments thereto and modifications thereof to the City. Seller is not in default of the terms of any of the Contracts and to the best of Seller's knowledge, none of the other parties to same are in default under the Contracts except as may be set forth on Exhibit "B" D. Attached hereto as Exhibit "C" is a list of Dockage Agreements and the Dockage Agreements for vessels having - slip space as of the date of closing. Seller shall, at closing, transfer and turn over to the City all other Dockage Agreements in its possession for vessels not occupying slip space as of the date of closing. Seller and City acknowledge and understand that there may be rentals due under the Dockage Agreements. E. Except as set forth on Exhibit "E" hereto, there are no litigation or arbitration proceedings existing with respect to all or any portion of the Property. Seller has provided the City with true and accurate copies of all court papers and other documents affecting any of such litigation or arbitration proceedings. F. Seller is a corporation duly organized and exist- ing in good standing under the laws of the State of Florida and has full corporate authority and power to own its properties and conduct its business. The execution and delivery of this agree- ment by Seller and the performance of the transaction contemplated hereby have been duly and validly authorized by Seller's board of directors and this agreement is binding upon 8S 90126. 41 14 and enforceable against Seller in accordance with its terms and conditions. G. Subject to the provisions of Paragraph 9 hereinafter, Seller and its shareholder hereby agree to hold harmless and indemnify the City for any breaches of the represen- tations and warranties above set forth. 4. As an inducement to Seller herein, the City warrants and represents that it has full power and authority to enter into this agreement of Purchase and Sale under the Constitution and laws of the State of Florida and Ordinances and Resolutions of Dade County, and the City, and that all conditions and things required by the Constitution and laws of the State of Florida, Dade County and the City to have, exist and be performed prece- dent to the signing of this agreement and the closing of the transaction described herein have happened, exist, and have been performed (or will be performed) as so required. The City agrees to hold harmless and indemnify Seller for any breaches of the representations and warranties of the City set forth herein or in the Agreement. 5. The following items shall be adjusted and/or prorated as of the closing date: A. Personal property taxes for the current year. B. Water charges and sewer rents, waste, gas and electricity, telephone and all other public utilities paid by Seller. C. Payment, if any, due and owing to the City under the Agreement. D. All of Seller's bank accounts, utility deposits and accounts receivable as of the date of closing and proceeds of any litigation to collect past due fees and rentals shall be retained by Seller provided, however, that any such past due fees and rentals received by Seller shall be prorated between Seller and the City pursuant to the terms of the Agreement. The revoca- ble letter of credit shall be released by the City and the City will execute any reasonable documents required to effectuate the release of the letter of credit. At closing, Seller shall be -4- �5-92'~ 4 permitted to cancel all insurance policies required to be main- tained under the Agreement. 6. Each and every representation, warranty, covenant, _ agreement and indemnity made by Seller or the City pursuant hereto shall survive after closing and the execution and delivery of the instruments of conveyance, assignments, or bills of sale. 7. No change, modification or amendment of this agreement shall be valid unless same is in writing and signed by the parties hereto. This agreement contains a complete understanding between the parties relating to the sale and assignment of all of the Property and Seller agrees that upon closing, Seller shall have no right or interest in the continued operation of the Marina and that any and all rights existing in favor of Seller with respect to any property of the City (including any such property which may not be located at the Marina) shall be com- pletely terminated as of the closing date. 8. Subject to the provisions of Paragraph 9 hereinafter, Seller and its shareholder shall indemnify and hold harmless the City from and against any and all claims, suits, actions, damages or causes of action arising during the term of the Agreement up to the closing date for any personal injury, loss of life, or damage to property sustained in or on the Premises described in the Agreement. 9. Before Seller shall become liable to the City pursuant to its indemnity and hold harmless provisions herein (whether pursuant to Paragraph 3 G or Paragraph 8), Seller shall be given notice, in writing, by the City Manager, that a claim has been asserted. The combined obligations of Seller and its shareholder pursuant to its indemnity and hold harmless provisions herein (whether pursuant to Paragraph 3 G or Paragraph 8) shall be limited to fifty percent (50%) of the purchase price. Seller shall have the option, itself, to make the necessary inves- tigation and employ counsel of Seller's own selection for the necessary defense of any claim. The City may, at its option, retain its own counsel at City's sole cost and expense, in addition to the provisions as hereinabove set forth. -5- 85_92�Y 10. This Agreement shall be construed, interpreted and enforced according to the laws of the State of Florida, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. 11. In the event it is deemed necessary for either party to file a lawsuit in the appropriate court of law in order to enforce any of the terms or provisions of this Agreement, then the prevailing party shall be entitled to reasonable attorneys' fees and costs, including those incurred in appeals. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. Attest: THOMAS R. POST, Secretary (CORPORATE SEAL) Attest: CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: CITY ATTORNEY LA NEW WORLD MARINAS, INC. By THOMAS R. POST, President CITY OF MIAMI, FLORIDA, a municipal corporation By CITY MANAGER AGREED TO: THOMAS R. POST Sole Shareholder -6- 85-92ts It 4 0 EXHIBIT "A" Equipment, personal property and improvements. Mc Nam-' Ij EXHIBIT "B" Non -dockage contracts, non -dockage leases, non -dockage licenses and other non -dockage agreements. -e- 95-926" 4 S EXHIBIT "C" List of Dockage Agreements for vessels having slip space on date of closing to be attached hereto on date of closing. 95-92e j a 11 EXHIBIT "D" Forms of closing documents, Assignment of Agreement, Bill of Sale and other conveyance documents. -10- �5-9�r� EXHIBIT "E" Litigation and arbitration proceedings. NEW WORLD MARINAS, INC. SALE TO CITY OF MIAMI ADDITIONAL CLOSING DOCUMENTS REQUIRED: 1. Corporate resolution from the officers which identifies the transaction and the directors as well as cites the encumbancy of the official positions of the officers. 1. A Certificate of Good Standing to be obtained from the Secretary of State of the State of Florida. 3. Resolution pursuant to Section 337, Internal Revenue Code. 9 -12- 8S-92e I TO Honorable Mayor and September 5, 1985 ;If BY.460.01 Members of the City Commission Purchase of Miamarina Management Agreement ARUM Sergio Pereira ��-�...` For City Commission Meeting City Manager ��. September 12, 1985 Resolution, Agreement It is recommended that the Commission adopt the attached Resolution authorizing the City Manager to execute an agreement in substantially the form attac�F ed with New World Marinas, Inc. for the purchase of all rights, title and interest in and to the New World Marinas, Inc. Agreement for the management of Miamarina for $1,675,000 from monies advanced by Bayside Center Limited artnership. The City and Bayside Center Limited Partnership entered into a Ground Lease Agreement, on January 14, 1985, whereby Bayside will construct, operate and maintain a Specialty Center and Parking Garage on a portion of Bayfront Park adjacent to and surrounding Miamarina. The construction of Bayside requires that the fiamarina marina facilities be shut down during the period of construction and further certain facilities used in the operation of the marina be demolished, replaced or rehabilitated. It was determined that in the best interests of the City, the existing Management Agreement held by New World Marinas, Inc., be purchased and terminated in order to accomplish construction and to establish new standards for the operation and maintenance of the marina facilities. The purchase price negotiated between the parties falls within two appraisals obtained by the City which established a range between $1.45 and $1.85 million. New World Marinas, Inc. obtained a single appraisal setting a range of $2.8 and $3.6 million. The proposed buyout establishes $1,675,000 to be paid by funds advanced from Bayside Limited Partnership Inc. with the City retaining the option to operate the marina and repay Bayside by cash payments or adjustment to the Bayside rental payments or to obtain a new private manager by Request for Proposals with 85-9�.r--� Bayside Center Limited Partnership being required to bid. The successful bidder would be required to make whole Bayside as a part of their contribution to the marina facility. It is recommended that the attached Resolution be adopted authorizing the City Manager to execute the agreement to purchase and terminate the New World Marinas, Inc. Management Agreement for marina facilities at Miamarina. SP/JEG/bf 85-92t,*`