HomeMy WebLinkAboutReso 2014-2296RESOLUTION NO. 2014 - -Z(,
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, RATIFYING THE SALE AND
PURCHASE AGREEMENT BETWEEN THE CITY OF SUNNY
ISLES BEACH AND PLAZA OF THE AMERICAS CLUB, INC. TO
ACQUIRE LAND FOR THE 826 WEST OVERPASS PEDESTRIAN
BRIDGE ATTACHED HERETO AS EXHIBIT "A "; PROVIDING
THE CITY MANAGER AND THE CITY ATTORNEY WITH THE
AUTHORITY TO DO ALL THINGS NECESSARY TO
EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City ( "City') seeks to acquire fee simple title in a parcel owned by the
Plaza of the Americas Club, Inc. ( "Seller ") to facilitate the construction of the Overpass
Pedestrian Bridge for Gateway Park; and
WHEREAS, the Seller has agreed to sell its interest in the parcel to the City; and
WHEREAS, Seller desires to sell the property to the City for the sum of $372,000.00
plus attorney's fees and costs; and
WHEREAS, the City Commission wishes to ratify the terms and conditions outlined in
the Sale and Purchase Agreement attached hereto as Exhibit "A "; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Ratifying the Sale and Purchase Agreement. The City Commission hereby ratifies
the Sale and Purchase Agreement between the City of Sunny Isles Beach and Plaza of the
Americas Club Inc. attached hereto as Exhibit "A ".
Section 2. Authorization of City Manager and the City Attorney. The City Manager and the
City Attorney are hereby authorized to do all things necessary to effectuate this Resolution.
Section 3. Effective Date. This Resolution shall become effective upon adoption.
Ratifying Sale and Purchase Agmt- Plaza of Americas Page I of 2
PASSED AND ADOPTED this 1� day of 2014.
/lInnan S. Edelcup, Mayor
ATTEST:
r< _ �' 'L,
Jane A. Hines, City Clerk, MMC
APPROVED AS TO FORM
AND LEGAL I ENCY:
Hans ttin ity At orney
Moved by: VtC t M!jXAD v L l D ►y
Seconded by: p S Vk O
Vote: S -D
Mayor Edelcup
__Z(Yes)
(No)
Vice Mayor Aelion
✓ (Yes)
(No)
Commissioner Gatto
V (Yes)
(No)
Commissioner Levin
✓ (Yes)
(No)
Commissioner Scholl
(Yes)
(No)
Ratilying Sale and Purchase Agmt- Plaza of Americas Page 2 of 2
SV yiNy IS�FS _,
4
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE ( "Ageement ") is made and
entered into this 44' " day of , 2014 by and between THE PLAZA OF THE
AMERICAS CLUB INC., a Florida corporation ( "Seller ") and THE CITY OF SUNNY ISLES
BEACH, FLORIDA, a municipal corporation organized under the laws of the State of Florida
( "Purchaser ").
WITNESSETH:
WHEREAS, Seller is the master association for the condominium development called
Plaza of the Americas and is the fee simple owner of the Property (hereinafter defined); and
WHEREAS, the Purchaser seeks to acquire the fee simple title and interest in the
Property for its Pedestrian Overpass Bridge for the Gateway Park ("Project")-
WHEREAS, Purchaser, by adoption of Resolution 2014 -2199 has authorized the use of
its eminent domain powers to acquire the Property and has initiated the process to condemn the
Property, pursuant to Chapter 73, Florida Statutes;
WHEREAS, Seller desires to sell the Property to Purchaser under the threat of
condemnation, and Purchaser desires to purchase the Property from Seller under the threat of
condemnation, in accordance with and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein, and the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound, do hereby agree as follows:
1. Purchase and Sale- Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller, that real property consisting of approximately 2,604 square feet, more or
less, from the condominium development commonly called the Plaza of the Americas, situate,
lying and being in the City of Sunny Isles Beach, County of Miami -Dade ( "Co_ unty "), State of
Florida, and of which the legal description is set forth in Exhibit "A" attached hereto and made a
part hereof ('Property ") in fee simple, together with all improvements thereon.
2. Purchase Price. The purchase price ( "Purchase Price ") to be paid at the Closing
by Purchaser to Seller for the Property shall be the sum of THREE HUNDRED SEVENTY -
TWO THOUSAND DOLLARS ($372,000.00). The Purchase Price represents full settlement of
Seller's claims for full compensation for the taking, including the value of the land and
improvements taken and severance damages, if any, to the land, exclusive of attorney's fees,
expert fees, and costs.
3. Fees and Costs. Purchaser shall pay at Closing to Seller the sum of FIVE
THOUSAND TWO HUNDRED DOLLARS ($5,200) as reasonable expert costs pursuant to
PageIofl0
Section 73.091, Florida Statutes. Seller shall not be entitled to any additional costs from
Purchaser. Purchaser shall pay to Seller at Closing the sum of THIRTEEN THOUSAND NINE
HUNDRED DOLLARS ($13,900) and any reasonable fees incurred prior to Closing pursuant to
Section 73.092, Florida Statutes. Seller shall not be entitled to any additional attorney's fees
except for reasonable attorney's fees incurred in connection with effectuating this settlement.
4. Security Wall and Landscaping. As a result of a portion of the Plaza of the
Americas security wall being acquired, the Purchaser agrees to construct a wall within the
Property to reconnect the Plaza of the Americas security wall. The Purchaser agrees to plant, at
its sole cost and expense, in an amount not to exceed Fifteen Thousand Dollars ($15,000),
landscaping materials on the north side of the new security wall consistent with the existing
landscaping within the Plaza of the Americas. The Purchaser will work with Seller on the type
and quantity of landscaping material to be planted. Seller hereby grants to Purchaser a license to
enter the Plaza of the Americas and plant the landscaping material. Purchaser will coordinate
with the Seller on the date and time that it will install the landscaping material. Seller is
responsible for maintaining the landscape material planted by the Purchaser. Once the
landscaping material is planted, Purchaser shall have no further responsibility regarding
landscaping adjacent to the new security wall. This paragraph shall survive closing.
5. Real Estate Taxes. Seller is responsible for all taxes due on the Property up to,
but not including, the day of Closing.
6. Marketable Title. Seller is responsible for delivering marketable title to
Purchaser. Marketable title shall be determined according to applicable title standards adopted by
the Florida Bar in accordance with Florida Law subject only to those exceptions that are
acceptable to Purchaser. Seller shall satisfy any encumbrances or liens at the time of closing.
Seller shall be liable for any encumbrances not disclosed in the public records or arising after
closing as a result of actions of the Seller. Seller agrees that it will not take any action after the
execution of this Agreement which shall adversely affect the status of title to the Property.
7. Inspection and Testing. Purchaser, its agents, employees and representatives
shall, upon reasonable notice, have access to the Property at all times prior to the Closing or
earlier termination of this Agreement with full right to: (a) inspect the Property, and (b) to
conduct any and all inspections, investigations and tests thereon, including, but not limited to,
soil borings and environmental testing.
8. Closing Costs. The Seller shall not be responsible for any closing costs.
9. Closing. The Closing shall be held no later than thirty (30) days from execution
of this Agreement.
At Closing, the Seller shall deliver to Purchaser the following documents with respect to
the Property:
(i) A statutory warranty deed ( "Deed ") executed by Seller;
Page 2 of 10
(ii) Quit Claim Deeds , executed by (1)Plaza of the Americas Part I
Condominium Association, Inc., (2) Plaza of the Americas Part II Condominium
Association, Inc., (3) Plaza of the Americas Part III Condominium Association, Inc., and
(4) Plaza of the Americas Part IV Condominium Association, Inc., conveying to
Purchaser all of their interest in the Property.
(iii) A non - foreign affidavit in a form reasonably acceptable to Purchaser;
(iv) If applicable, appropriate evidence that any mortgage or lien on the
Property has been satisfied or in the alternative a Quit Claim Deed from the holder of any
mortgage or lien releasing their interest in the Property.
(v) If applicable, appropriate evidence of Seller's formation, existence and
authority to sell and convey the Property;
(vi) Executed Public Disclosure affidavit from Seller disclosing each person
having a legal or beneficial interest in Seller, and in any entity comprising Seller, in
compliance with Section 286.23, Florida Statutes, as it may be amended from time to
time; and
vii) Such other documents that Purchaser may reasonably require in
connection with the delivery of good and marketable title to the Property from Seller to
Purchaser.
10. No Brokers. Seller and Purchaser each represent to the other that it has not dealt
with any broker, salesperson or agent in connection with the execution and delivery of this
Agreement, and the other party shall not be required to pay any commission whatsoever with
respect to this Agreement resulting from the actions of the party making such representations.
Seller and Purchaser each indemnify and hold each other harmless from and against any and all
claims, losses, costs, damages, liabilities and expenses (including without limitation, reasonable
attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing
representation.
11. Notices. Any notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight
courier (such as Federal Express), transmitted via facsimile transmission or email, or mailed by
certified or registered mail, return receipt requested, in a postage pre -paid envelope, and
addressed as follows:
SELLER: Plaza of the Americas Club Inc.
c/o Tom Bolf, Esq.
Tom Bolf, P.A.
P.O. Box 15764
Plantation, FL 33318
tbolf @bolflaw.com
Page 3 of 10
PURCHASER: The City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
c/o Hans Ottinot, City Attorney
hottinot @siblf.net
With copy to:
Bradley S. Gould, Esq.
GrayRobinson P.A.
1221 Brickell Avenue, Suite 1600
Miami, FL 33131
bradley. gould(c-v',grav- robinson. com
12. Risk of Loss. If, prior to Closing, the Property or any material portion thereof is
destroyed or damaged or taken by eminent domain, Seller shall promptly notify Purchaser and
Purchaser shall have the option of either: (i) canceling this Agreement by delivery of written
notice to Seller and both parties shall be relieved of all further obligations under this Agreement;
or (ii) Purchaser may proceed with the Closing, whereupon Purchaser shall be entitled to, and
Seller shall assign to Purchaser all of Seller's interest in, all insurance and/or condemnation
payments, awards and settlements applicable to the Property. In the event Purchaser elects
option (ii) above in connection with casualty to the Property in which insurance proceeds are or
will be paid and assigned to Purchaser, then Purchaser shall receive a credit against the Purchase
Price for any insurance deductible that must be paid.
13. Miscellaneous.
(a) This Agreement shall be construed and governed in accordance with laws
of the State of Florida and in the event of any litigation hereunder, the venue for any such
litigation, shall be in Miami -Dade County. All of the parties to this Agreement have participated
fully in the negotiation and preparation hereof and, accordingly, this Agreement shall not be
more strictly construed against any one of the parties hereto.
(b) In the event any provision of this Agreement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal
meaning or reconstrued as such authority determines, and the remainder of this Agreement shall
be construed to be in full force and effect.
(c) In construing this Agreement, the singular shall be deemed to include the
plural, the plural shall be deemed to include the singular and the use of any gender shall include
every other gender and all captions and paragraph headings shall be discarded.
(d) All of the Exhibits to this Agreement are incorporated in and made a part
of this Agreement.
(e) This Agreement constitutes the entire agreement between the parties for
the sale and purchase of the Property, and supersedes any other agreement or understanding of
the parties with respect to the matters herein contained. This Agreement may not be changed,
altered or modified except in writing signed by the party against whom enforcement of such a
Page 4 of 10
change would be sought. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns.
(f) This Agreement and any subsequent amendments hereto may be executed
in any number of counterparts, each of which, when executed, shall be deemed to be an original,
and all of which shall be deemed to be one and the same instrument. Facsimile transmission
signatures shall be deemed original signatures.
(g) If prior to the Closing, a taking by condemnation or eminent domain shall
occur, Purchaser shall have the option to either close the purchase of the Property, in which event
Purchaser shall be entitled to the condemnation awards, if any, or Purchaser may terminate this
Agreement. Such election shall be made by Purchaser's written notice to Seller within ten (10)
calendar days following written notice from Seller to Purchaser informing Purchaser of the
taking. If Purchaser shall elect to terminate this Agreement pursuant to this paragraph, the parties
shall be relieved of any obligations or liabilities hereunder and the Escrow Agent shall return the
Deposit together with any interest accrued thereon to Purchaser.
14. Threat of Condemnation. Purchaser's acquisition of the Property from Seller is
being made under the threat of condemnation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first set forth above.
WITNESSES:
VelM
ruiC Name]
PLAZA OF THE AMERICAS CLUB, INC.;
as Seller
BY: --
Date Executed: .. 6 1f J
Page 5 of 10
ATTEST
B
Jane Hines, MMC, City Clerk
CITY OF SUNNY ISLES BEACH
BY:
Christopher J. Russo, City Manager
DATE: 9 I U I y
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
:i
Page 6of10
WITNESSES: PLAZA OF THE AMERICAS PART I
CONDOMINIUM ASSOCIATION, INC.;
pursuant to the Declaration of Condominium of
Plaza of the Americas Part I I
v%( �'a Cct.sh Ito
[Print Name]
BY:
Title: N �� Z
Date: 3 2 01 y
Paae 7 of 10
WITNESSES: PLAZA OF THE AMERICAS PART II
CONDOMINIUM ASSOCIATION, INC.;
pursuant to the Declaration of Condominium of
Plaza of the Americas Part I I
1�C Q S� �C t jJ BY:
Title:
rust Name]
Date:
TFFFt-Name
Paae 8 of 10
WITNESSES: PLAZA OF THE AMERICAS PART III
CONDOMINIUM ASSOCIATION, INC.;
pursuant to the Declaration of Condominium of
Plaza of the Americas Part III
ItI4 1,6e r-
rmt ame
\ le l . Gee a-� «0
rmt ame
BY:
Titl &,
i
Date: Oci — o c./_ / v
Page 9 of 10
WITNESSES: PLAZA OF THE AMERICAS PART IV
CONDOMINIUM ASSOCIATION, INC.;
pursuant to the Declaration of Condominium of
Plaza of the Americas Part IV
1z"
n
me]
1
Y, -
i4a� J L74-
rmt Name
BY:
Title:
Date: I?' S ` l5'
Page 10 of 10
EXHIBIT "A"
LEGAL DESCRIPTION:
A portion of Tract "A', PLAZA OF THE AMERICAS SECTION ONE, according to the plat thereof, as
recorded In Plat Book 106 at Page 66, of the Public Records of Miami —Dade County; Florida and
being more particularly described as follows:
Commence at the Southwest corner of odd Tract 'A ": thence South 89'34'00" East, along the
South line of sold Tract !t" for 210.17 feet; thence North 00'26'00" E0114 at right angles to the
Previous course, for 74AD feet to a point on the North Right— of-Way line of State Road Number
826, Westbound, per Florida Department of Transportation Order of Taking, Porcel 112 in Section
87170 -2517 per civil Action No. 85 -14791 CA 21 filed for record on May 10, 1985 with the Clark
of the Court, Mimi —bode County, Florida, and the Point of Beginning of the hereinafter described
P=et of land, the next six (g) courses being at right angles or parallel with the previously
described course; (1) South 89'34'00" East along said North Right —of —Way line for 82.00 feet; (2)
thence North 01726'00" Fast for 2275 feet•, (3) thence North 89'34'00" West for 26.25 feet; (4)
thence North 01726'00" East for 13.25 feet; (5) thence North 89'34'00" West for 55.75 feet: (6)
thence South 00'26'00" West for 36.00 feet to the Point of Beginning.
SURVEYOR'S NOTES:
— This site lies In Section 14, Township 52 South, Range 42 East, City of Sunny Isles Beach,
Miami —Dade County, Florida.
— Bearings hereon are referred to an assumed value of S 89'34'00 ". E for the
North right of way line of STATE ROAD 826 (WESTBOUND).
— Lands shown hereon were not abstracted for easements and /or rights —of —way of records.
— This is not c 'Boundwy Survey" but only a graphic depiction of the description shown hereon.
— Lands shown hereon containing 2,604 squore feet, or 0.060 acres, more or leas.
— Dimensions shown hereon are based on Fortin, Leavy, Skiles, sketch #2009 -077.
SURVEYOR'S CERTIFICATION:
I hereby certify that this Sketch of Description" was made under my responsible charge on
January 29, 2014, and meets the applicable codes as set forth In the Florida Administrative Code,
pursuant to Section 472027, Florida Stotutes.
'Pot valid wltlroutthe sip man, and the original reload
seal of a Fla de Licensed or and Mapper
FORTIN, L 'S , INC., LB3653
BY' }
Daniel G Fortin, r he Fi
Surveyor and Mapper, LS2853
State of Florida.
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CONSULTINCT EN S SMVEYORS & mAppERS
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TATUM'S OCEAN PARK ¢QQ
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�S0r1NYtS,Fr City of Sunny Isles Beach
A- �� 18070 Collins Avenue
U = Sunny Isles Beach, Florida 33160
(305) 947 -0606 City Hall
* (305) 949-3113 Fax
yF'99�* PLOR\OPS�P (305) 947 -2150 Building Department
305 947 -5107 Fax
C"'), 1: SUN PLO )
MEMORANDUM
TO: The Honorable Mayor and City Commission
FROM: Hans Ottinot, City Attorney
DATE: September 18, 2014
On, Commission
Norman S. Edelcup, Mayor
Isaac Action, Fice Mayor
Jeanette Gatto, Commissioner
Jennifer Levin, Commissioner
George "Bud" Scholl, Commissioner
Christopher J. Russo, City Manager
Hans Ottinot, City Anornev
Jane A. Hines, TIC, City, Clerk
RE: Ratifying the Sale and Purchase Agreement between the City and Plaza of
the Americas Club, Inc.
RECOMMENDATION
This Resolution is presented for your consideration.
REASONS
The City seeks to acquire fee simple title in a parcel owned by the Plaza of the Americas Club,
Inc. ('Seller') to facilitate the construction of the Overpass Pedestrian Bridge for Gateway Park.
The Seller has agreed to sell its interest in the parcel to the City for the sum of $372,000.00 plus
attorney's fees and costs. The Seller has executed the Purchase and Sale Agreement.