HomeMy WebLinkAboutPurchase Sale Agrmnt - 19142 Collins AveRESOLUTION NO. 2025 -
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF
SUNNY ISLES BEACH AND 19142 COLLINS AVE SIB LLC FOR THE PURCHASE AND
SALE OF REAL PROPERTY LOCATED AT 19142 COLLINS AVENUE, IN THE AMOUNT
OF TWO MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS
($2,500,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR
TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL
THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, 19142 Collins Ave SIB LLC (the "Owner") is the owner of the parcel located at
19142 Collins Avenue, Sunny Isles Beach, FL 33160 (the "Property"); and
WHEREAS, the City Manager of the City of Sunny Isles Beach ("the City") has been in
negotiations with the Owner for the purchase and sale of the Property; and
WHEREAS, the City Manager has determined that the Property is uniquely situated for
municipal purposes; and
WHEREAS, the City Commission wishes to approve a Purchase and Sale Agreement for the
purchase of the Property, in an amount not to exceed Two Million Five Hundred Thousand Dollars
and No Cents ($2,500,000.00), attached hereto as Exhibit "A".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Purchase and Sale Agreement. The City Commission hereby approves a
Purchase and Sale Agreement for the purchase of the property located at 19142 Collins Avenue,
Sunny Isles Beach, FL 33160, in an amount not to exceed Two Million Five Hundred Thousand
Dollars and No Cents ($2,500,000.00), attached hereto as Exhibit "A".
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Purchase
and Sale Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution, including authorization to expend incidental costs
associated with the closing of the Property purchase.
Section 4. Effective Date. This Resolution shall become effective upon adoption.
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PASSED AND ADOPTED this 21St day of August, 2025.
ATTEST:
Mauricio Betancur, CMC, City Clerk
Moved by:
Vote:
Mayor Svechin
Vice Mayor Lama
Commissioner Joseph
Commissioner Stuyvesant
Commissioner Viscarra
Larisa Svechin, Mayor
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Alain E. Boileau, for Nabors, Giblin &
Nickerson, P.A., City Attorney
Seconded by:
(Yes)
(No)
(Yes)
(No)
(Yes)
(No)
(Yes)
(No)
(Yes)
(No)
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Parcel Folio No. 31-2202-009-0020 (Miami -Dade County).
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made this_ day
of June 2025, between 19142 COLLINS AVE SIB LLC, a Florida limited liability company,
whose mailing address is 2420 NE Miami Gardens Drive, Suite 401, Miami, Florida 33180
("Seller"), and the CITY OF SUNNY ISLES BEACH, FLORIDA, a Florida municipal
corporation, through its City Commission, with an address at 18070 Collins Avenue,
Sunny Isles Beach, Florida 33160 ("Purchaser" or "City").
For and in consideration of Ten and No/100ths Dollars ($10.00), the purchase price
and the mutual covenants and conditions contained herein, and for other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto agree as follows:
1. AGREEMENT TO SELL AND CONVEY.
(A) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy
from Seller, subject to the terms and conditions hereinafter set forth, all of Seller's rights,
title, and interest in and to the real property located in Miami -Dade County, Florida, at
19142 Collins Avenue, Sunny Isles Beach, Florida 33160, described in Exhibit "A,"
together with all improvements, easements and appurtenances ("Property"), which may
also be identified by Parcel Folio Number 31-2202-009-0020, as assigned by the Miami -
Dade Property Appraiser, in accordance with the provisions of this Agreement.
(B) The City Commission's representative in all matters shall be the Sunny Isles
Beach City Manager, Stan Morris (the "City").
(C) There shall be no deposit required with the execution of this Agreement by
the City Manager. Upon the approval of this Agreement by the City Commission in
accordance with paragraph 2(A), the City shall pay a deposit in the amount of Fifty
Thousand Dollars and No Cents ($50,000.00) within 10 days of such City Commission
approval, which shall be held in escrow in accordance with paragraph 14. All deposits
shall be fully refundable in accordance with the terms of this Agreement.
(D) Seller warrants to the best of Seller's knowledge that there are no private or
governmental actions, suits, proceedings, or investigations pending against Seller or the
Property which could have an adverse effect on the Property.
2. CONTINGENCIES.
(A) The enforceability of this Agreement against the Purchaser is wholly
contingent upon the approval of this Agreement by the City Commission and execution
by the Mayor evidencing such approval after a properly noticed public hearing, as
mandated by Chapter 166.045, Florida Statutes.
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(B) Should the City Commission fail to approve this Agreement, this Agreement
shall be null and void.
(C) All dates and timelines herein shall run from the date this Agreement is
executed by the Mayor of the Sunny Isles Beach City Commission and Seller, whichever
is later (the "Effective Date").
(D) This Agreement is exempt from the provisions of section 119.07, Florida
Statutes ("Public Records Act") until 30 days before this Agreement is considered for
approval by the City Commission or 30 days after the termination of negotiations between
the Parties hereto.
(E) As a condition precedent to Closing, Seller shall take all necessary legal
steps to terminate any written or unwritten leases, easements, or claims of the same on
the Property, no later than July 31, 2025, so as to provide Purchaser with full, exclusive,
open, peaceful, and undisputed possession and ownership of the Property at Closing. If
the Seller is unable to satisfy this condition prior to the date established for Closing, as
set forth in paragraph 7, Purchaser, at its sole option, may elect to terminate this
Agreement, receive a refund of the Deposit, and neither party shall have any further
obligations under this Agreement. Alternatively, the Purchaser and Seller may agree to
an adjustment of the Closing date.
3. PURCHASE PRICE.
(A) The purchase price for the Property is Two Million Five Hundred Thousand
Dollars and No Cents ($2,500,000.00) for the Property (Purchase Price") which, after
credit for any deposit, will be paid by the Purchaser to the Seller at closing.
(B) Seller hereby authorizes Purchaser to issue a City check or deliver cash for
the Purchase Price directly to the Escrow Agent who is authorized by law to receive such
payment, and who is acceptable to Purchaser, and to require the Escrow Agent to pay
Seller's expenses of sale and prorated real estate taxes. Kerry A. Parsons, Nabors, Giblin
& Nickerson, P.A., 1500 Mahan Dr., Suite 200, Tallahassee, Florida 32308, shall serve
as the Escrow Agent pursuant to this Agreement.
4. FEASIBILITY AND SUITABILITY ANALYSIS. Within 60 days of the Effective Date
of this Agreement, Purchaser, at its sole cost and expense, may conduct a feasibility and
suitability analysis of the Property to determine, in Purchaser's sole discretion, whether
the Property is suitable for City purposes. If the Purchaser determines the Property is not
suitable for its use, the Purchaser may terminate this Agreement, have any deposit
returned, and neither party shall have any further obligations under this Agreement.
Purchaser's feasibility and suitability analysis may include the following:
(A) Environmental Site Assessment - Seller shall provide to Purchaser any
previous, current, or pending court actions or regulatory actions, environmental audit
information, if any, and other such information regarding any potential hazardous soil or
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water conditions on or around the Property that are in Seller's control. Purchaser may
conduct an environmental site assessment of the Property to determine the existence
and extent, if any, of any Hazardous Materials on the Property. For purposes of this
Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material
or waste of any kind or any other substance which is regulated by any Environmental
Law, with the exception of any "Exempt Materials" as defined in Section 4(A)1. below. In
the event that the environmental audit provided for herein confirms the presence of
Hazardous Materials on the Property, Purchaser, at its sole option, may elect to terminate
this Agreement, have any deposit returned, and neither Party shall have any further
obligations under this Agreement. Alternatively, the Purchaser and Seller may agree to
an adjustment of the Initial Purchase Price. However, if no adjustment of the Initial
Purchase Price is agreed upon, and should Purchaser elect not to terminate this
Agreement, Seller shall, at its sole cost and expense and prior to the Closing, promptly
commence and diligently pursue any assessment, clean up and monitoring of the
Property necessary to bring the Property into full compliance with any and all applicable
federal, state or local laws, statutes, ordinances, rules, regulations or other governmental
restrictions regulating, relating to, or imposing liability or standards of conduct concerning
Hazardous Materials ("Environmental Law"). However, should the estimated cost to Seller
of clean-up of Hazardous Materials exceed a sum which is equal to 20% of the Final
Purchase Price as stated in paragraph 3, Seller may elect to terminate this Agreement
and neither Party shall have any further obligations under this Agreement. In the event
that Hazardous Materials placed on the Property prior to Closing are discovered after
Closing, Seller shall remain obligated hereunder, with such obligation to survive the
Closing and delivery and recording of the deed described in paragraph 7 of this
Agreement and Purchaser's possession of the Property, to diligently pursue and
accomplish the clean-up of Hazardous Materials in a manner consistent with all applicable
Environmental Laws at Seller's sole cost and expense.
(B) Survey - Purchaser may have the Property surveyed to the Florida Minimum
Technical Standards for Land Surveys. Purchaser shall order the Survey. If the survey
("Survey"), certified by professional surveyor and mapper licensed by the State of Florida,
shows any encroachment on the Property or that improvements intended to be located
on the Property encroach on the land of others the same shall be treated as a title defect
as provided in paragraph 6 below. If the Survey shows any material deviations in the
represented acreage, size, or configuration of the Property or location of easements,
Purchaser, at its sole option, may elect to terminate this Agreement, have any deposit
returned, and neither Party shall have any further obligations under this Agreement.
Alternatively, the Purchaser and Seller may agree to an adjustment of the Initial Purchase
Price.
(C) Other Investigations - Purchaser may undertake such other tests, analyses,
investigations, and inspections as deemed necessary by Purchaser to determine to
Purchaser's satisfaction the Property's engineering, architectural, and environmental
properties; zoning, zoning restrictions and land use; soil, grade, and other environmental
features; availability of access to public roads, water, and other utilities; consistency with
local, state, and regional growth management plans; availability of permits, approvals,
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and licenses, including any wetlands permits that may be required; and all other
investigations or inspections that Purchaser deems necessary to determine the Property's
suitability for the Purchaser's intended use. If the Purchaser, in its sole discretion,
determines that the Property is unacceptable for the Purchaser's intended use, the
Purchaser may elect to terminate this Agreement and neither Party shall have any further
obligations under this Agreement.
(D) Purchaser shall promptly restore any portions of the Property affected by
Purchaser's inspections and investigations to the condition that existed immediately prior
to the inspections or investigations.
5. TITLE INSURANCE. Purchaser may obtain a marketable title insurance
commitment through Nabors, Giblin & Nickerson, P.A., to be followed by an ALTA owner's
marketable title insurance policy from a title insurance company approved by Purchaser,
insuring marketable title to the Property in the amount of the purchase price. If Seller
defaults under this Agreement, Seller shall reimburse Purchaser for all costs incurred in
obtaining the title insurance commitment. Purchaser's remedy for default under the
provisions of this paragraph is cumulative to all other remedies available to Purchaser at
law and in equity.
6. DEFECTS IN TITLE. If the title insurance commitment or Survey furnished
pursuant to this Agreement discloses any title matters that are not acceptable to
Purchaser, Seller may, within 15 days after notice from Purchaser, remove said matters.
Any violation of federal, state, or local laws, including statutes, regulations, ordinances,
codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements, and other governmental restrictions shall be considered a title
defect. At Seller's option, Seller agrees to use diligent efforts to correct the defects in title
within the time provided therefor, including the bringing of necessary suits. Defects arising
from liens against the Property shall be satisfied at closing from Seller's proceeds. If Seller
is unsuccessful in removing the title defects within said time or if Seller elects not to
pursue the curing of said title defects, Purchaser shall have the option to either: (a) accept
the title as it then is with no reduction in the Purchase Price, or (b) terminate this
Agreement, thereupon releasing Purchaser and Seller from all further obligations under
this Agreement; provided, however, that Seller shall reimburse Purchaser for all actual
costs associated with Purchaser's due diligence activities outlined in paragraph 4 and
Purchaser's deposit shall be fully refunded to Purchaser.
7. CLOSING.
(A) The consummation of the transaction contemplated by this Agreement (the
"Closing") shall take place at a location mutually agreed upon by the parties, on a date
after City Commission approval that is mutually agreeable to the parties (the "Closing
Date"), but no later than 60 days following the date this Agreement is approved by the
Commission, unless a delay is mutually agreeable to the Parties, not to exceed thirty (30)
days, which agreement shall not be unreasonably withheld. The City Manager shall be
authorized to agree to any adjustments of the Closing Date on behalf of the City.
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Possession of the Property shall be granted by Seller to Purchaser no later than the
Closing Date.
(B) It is the intent of the Parties that Purchaser will be conveyed, at Closing, the
following ownership rights:
1. Fee simple ownership of the Property.
(C) At Closing the Seller shall execute the following for the conveyance of the
Property:
1. Execute, acknowledge and deliver to Purchaser a General Warranty Deed
in accordance with Section 689.02, Florida Statutes, conveying the Property, which deed
shall be in statutory form for recording;
2. Execute and deliver to Purchaser a mechanic's lien and possession affidavit
in sufficient form and substance so as to allow the Title Company to remove the
mechanical lien exception and parties -in -possession exception from the Title
Commitment;
3. Execute and deliver to the Title Company an affidavit that there have been
no changes to the conditions of title from that shown in the Title Commitment in order for
the Title Company to delete the "gap" exception;
4. Execute and deliver instruments satisfactory to Purchaser and the Title
Company reflecting the proper power, good standing and authorization for the sale of the
Property from Seller to Purchaser hereunder;
5. Execute and deliver to Purchaser and the Title Company a FIRPTA affidavit
in form and substance acceptable to Purchaser and the Title Company;
6. Execute and deliver to Purchaser a closing statement setting forth the
Purchase Price, deposit, adjustments, prorations and closing costs as set forth herein;
7. Produce, execute, and deliver to Purchaser any documents necessary to
clear any title defects; and
(D) Contemporaneously with the performance by Seller of its obligations set
forth above, at Closing, Purchaser shall do the following:
1. Execute and deliver instruments satisfactory to Seller and the Title
Company reflecting the proper power, good standing, and authorization for the purchase
of the Property from Seller by Purchaser hereunder; and
2. Pay to Seller the Purchase Price, after credit for any deposits; and
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3. Execute and deliver to Seller a closing statement setting forth the Purchase
Price, deposit, adjustments, prorations and closing costs as set forth herein; and
4. Execute and deliver such other documents as may be required by this
Agreement.
8. PREPARATION OF CLOSING DOCUMENTS. Within thirty (30) days of the
Effective Date of this Agreement, the Escrow/Closing Agent shall prepare the deed
described in paragraph 7 of this Agreement. The Escrow/Closing Agent shall prepare
Purchaser's and Seller's closing statements and the title, possession and lien affidavit
certified to be executed by the Seller to Purchaser and title insurer in accordance with
Section 627.7842, Florida Statutes.
9. CLOSING COSTS.
(A) Seller shall pay the following costs and expenses in connection with the
Closing:
1. Its attorney's fees;
2. All recording fees associated any affidavits or satisfactions necessary to
cure title;
3. All costs needed to cure title and provide title evidence;
4. Any costs of operating or maintaining the Property which have been
accrued prior to the Closing;
5. All mailing costs associated with Closing; and
6. All documentary stamps and any intangible taxes in connection with the
conveyance of the Property.
(B) Purchaser shall pay all other costs arising in connection with the Closing
and this Agreement, including without limitation, the following:
Deed;
1. All recording fees associated with the recording of the General Warranty
2. Survey and Appraisal costs;
3. Its costs of document preparation and its attorney's fees;
4. The costs of the title commitment and insurance; and
5. Its costs associated with any financing.
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(C) The following items shall be prorated between Seller and Purchaser as of
midnight of the day prior to Closing and shall be reflected on the Closing Statement
1. All real estate taxes and assessments which are or which may become a
lien against the Property shall be satisfied of record by Seller at closing. if the Purchaser
acquires fee title to the Property between January 1 and November 1, Seller shall, in
accordance with Section 196.295, Florida Statutes, place in escrow with the Miami -Dade
Tax Collector's Office, an amount equal to the current taxes prorated to the date of
transfer, based upon the current assessment and millage rates on the Property. In the
event the Purchaser acquires fee title to the Property on or after November 1, Seller shall
pay to the county tax collector an amount equal to the taxes that are determined to be
legally due and payable by the Miami -Dade Tax Collector's Office,
2. Utility charges, if any, and any other operating or maintenance expenses
associated with the operation and upkeep of the Property.
10. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk
of loss or damage to the Property prior to the date of Closing and warrants that the
Property shall be transferred and conveyed to Purchaser in the same or essentially the
same condition as of the date of Seller's execution of this Agreement, ordinary wear and
tear excepted, and Seller shall prevent and refrain from any use of the Property for any
purpose or in any manner that would diminish its market or conservation value. Seller will
maintain the landscaping and grounds in a comparable condition and will not engage in
or permit any activity that would materially alter the Property. The Seller shall not transfer
or encumber any interest in the Property prior to Closing. If the condition of the Property
is altered by an act of God or other natural force beyond the control of Seller, however,
Purchaser may elect, at its sole option, to terminate this Agreement, have any deposit
returned, and neither Party shall have any further obligations under this Agreement.
Subject to anything disclosed by the Survey, Seller represents and warrants that there
are no parties other than Seller in occupancy or possession of any part of the Property.
Seller warrants that there are no facts known to Seller materially affecting the value of the
Property that are not readily observable by Purchaser or that have not been disclosed to
Purchaser.
11. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the
date this Agreement is executed by Seller, Purchaser and its agents, upon reasonable
notice, shall have the right to enter the Property for all lawful purposes in connection with
this Agreement. Seller shall deliver possession of the Property to Purchaser at Closing.
12. DEFAULT.
(A) If Seller defaults under this Agreement, Purchaser may waive the default
and proceed to Closing, seek specific performance, or refuse to close and elect to receive
the return of any deposit money paid, each without waiving any action for damages, or
any other remedy permitted by law or in equity resulting from Seller's default.
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(B) In the event the Purchaser should fail to consummate the transaction
contemplated herein for any reason except for (i) any permissible reasons set forth herein
or (ii) reasonable extension of the Closing Date not to exceed thirty (30) days, or (iii)
Seller's default, Seller may demand the Escrow Agent to pay any deposit, such sum being
agreed upon as liquidated damages for the failure of Purchaser to perform the duties,
liabilities, and obligations imposed upon it by the terms and provisions of this Agreement
and because the difficulty, inconvenience, and uncertainty of ascertaining actual
damages, and no other damages, rights or remedies shall in any case be collectible,
enforceable or available to Seller other than as provided in this paragraph.
(C) Seller and Purchaser shall not be required to perform any obligation under
this Agreement or be liable to each other for damages so long as the performance or
nonperformance of the obligation is delayed, caused, or prevented by an Act of God or
Force Majeure. An "Act of God" or "Force Majeure" is defined as hurricanes, earthquakes,
floods, fire, unusual transportation delays, wars, insurrections, epidemics, and any other
cause not reasonably in the control of the claiming party and which by exercise of due
diligence the non-performing party is unable in whole or in part to prevent or overcome.
13. BROKERS. Seller and Purchaser each warrant to each other that no persons,
firms, corporations, or other entities are entitled to a real estate commission or other fees
as a result of this Agreement or subsequent closing, except as accurately disclosed
below:
Seller: None
Purchaser: None
Seller shall and Purchaser shall, to the extent permitted by applicable law, indemnify and
hold harmless each other from any and all such claims under this paragraph, whether
disclosed or undisclosed. However, Seller and Purchaser agree that this provision shall
not have the effect of waiving sovereign immunity or the provisions of Section 768.28,
Florida Statutes.
14. ESCROW AGENT AND ESCROW PROCEDURE. Escrow Agent, as specified in
paragraph 1(C), by acceptance of the funds deposited by Purchaser hereunder, agrees
to hold such funds and to disperse the same only in accordance with the terms and
conditions of this Agreement. In the event of a termination of this Agreement or a default
under this Agreement, the deposit (inclusive of the interest accrued thereon) shall be
delivered or disbursed by Escrow Agent as provided in this Agreement. If either Party
shall declare the other party in default under this Agreement and such Party makes
demand (the "Demand") upon Escrow Agent for possession of the deposit, said Party
must provide the other Party with a copy of such Demand made upon Escrow Agent.
Except with respect to Demands for the deposit made by Purchaser prior to or on the
expiration of the investigation period provided in paragraph 4 (in which event Escrow
Agent shall promptly deliver the deposit to Purchaser upon demand), Escrow Agent shall
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not disburse the deposit in accordance with the Demand until the demanding party
delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the
other party's receipt of the Demand and Escrow Agent has not received written objection
to such demand within the five (5) business days following said Party's receipt of the copy
of such Demand. If any dispute or difference arises between Purchaser and Seller or if
any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent
is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in
its sole discretion, continue to hold such funds until the Parties mutually agree to
disbursement thereof, or until a judgment of a court of competent jurisdiction shall
determine the rights of the Parties hereto, or Escrow Agent may deposit such funds with
the Clerk of the Circuit Court of Miami -Dade County, Florida, pursuant to interpleader
procedure, whereupon after notifying all Parties concerned with such action and paying
all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow
Agent shall terminate except to the extent of accounting for any monies theretofore
delivered out of escrow.
15. TIME. Time is of essence with respect to all dates or times set forth in this
Agreement. Unless otherwise specified, the expiration of any period of time prescribed in
this Agreement shall occur at 5:00 p.m. of the last day of the period. Should any period
of time specified herein end on a Saturday, Sunday, or legal holiday recognized in Sunny
Isles Beach, Florida, the period of time shall automatically be extended to 5:00 p.m. of
the next full business day. All time periods referencing number of days shall be calendar
days, unless otherwise specified.
16. SEVERABILITY. If any of the provisions of this Agreement are deemed to be
unenforceable and the unenforceability of said provisions does not adversely affect the
purpose and intent of this Agreement, in Purchaser's sole discretion, the enforceability of
the remaining provisions of this Agreement shall not be affected.
17. SUCCESSORS IN INTEREST. This Agreement shall bind and inure to the benefit
of Seller and Purchaser and their respective heirs, legal representatives, successors, and
assigns.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the Parties pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and understandings of the Parties. No
supplement, modification, or amendment to this Agreement shall be binding unless
executed in writing by the Parties. Notwithstanding the foregoing, the Parties
acknowledge that the legal description contained in Exhibit "A" was prepared based upon
historic chain of title information, without the benefit of a current survey of the Property.
The Parties agree that if, in the opinion of Purchaser, it becomes necessary to amend the
legal description of the Property to correct errors, to more properly describe the Property,
to cut out portions of the Property affected by title defects that cannot be timely removed
by the Seller, or to otherwise revise the legal description of the Property, the legal
description to be used in the Survey (if any) and in the closing instruments required by
this Agreement shall be revised by or at the direction of Purchaser, and shall be subject
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to the final approval of Purchaser. Anything to the contrary hereinabove notwithstanding,
such a revision of the legal description of the Property shall not require a written
amendment to this Agreement. In such event, the Seller's execution and delivery of the
closing instruments containing the revised legal description and the Purchaser's
acceptance of said instruments and of the final Survey (if any) containing the revised legal
description shall constitute a full and complete ratification and acceptance of the revised
legal description of the Property by the Parties.
19. WAIVER. Failure of either Party to insist upon strict performance of any covenant
or condition of this Agreement, or to exercise any right herein contained, shall not be
construed as a waiver or relinquishment for the future of any such covenant, condition or
right; but the same shall remain in full force and effect.
20. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment, or
alteration thereto, shall not be effective or binding upon any of the Parties hereto until it
has been executed by all of the parties after approval by the Sunny Isles Beach City
Commission.
21. ADDENDUM. Any addendum attached hereto that is signed by the Parties shall
be deemed a part of this Agreement.
22. NOTICE. Whenever either Party desires or is required to give notice unto the
other, it must be given by written notice, and either delivered personally, mailed postage
prepaid, or sent by overnight courier to the appropriate address indicated on the first page
of this Agreement, or such other address or electronic mail address as may be designated
in writing by a Party to this Agreement.
23. SURVIVAL. The covenants, warranties, representations, indemnities, and
undertakings of Seller set forth in this Agreement shall survive the Closing, the delivery
and recording of the deed described in paragraph 7 of this Agreement and Purchaser's
possession of the Property.
24. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The parties hereto consent to jurisdiction
and venue in Miami -Dade County, Florida, and agree that such jurisdiction and venue
shall be sole and exclusive for any and all actions or disputes related to this Agreement
or any related instruments.
25. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
26. INTERPRETATION. Whenever the context hereof shall so require, the singular
shall include the plural, the male gender shall include the female gender and neuter and
vice versa. This Agreement and any related instruments shall not be construed more
strictly against one Party than against the other by virtue of the fact that initial drafts were
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made and prepared by counsel for one of the Parties, it being recognized that this
Agreement and any related instruments are the product of extensive negotiations
between the Parties hereto and that both Parties hereto have contributed substantially
and materially to the final preparation of this Agreement and all related instruments.
27. AUTHORITY OF PARTIES. Seller and Purchaser represent to each other that
each has full power and authority to enter into and perform this Agreement, all related
instruments and the documentation contemplated hereby and thereby in accordance with
their respective terms and that delivery and performance of this Agreement, all related
instruments and the documentation contemplated hereby and thereby has been duly
authorized by all necessary action.
28. ATTORNEY'S FEES AND COSTS. In the event of any litigation between the
Parties arising out of this Agreement or the collection of any funds due Purchaser or Seller
pursuant to this Agreement, the prevailing party shall be entitled to recover from the
nonprevailing party all costs incurred, including without limitation reasonable attorneys'
and paralegals' fees and costs, whether such fees and costs are incurred at trial, on
appeal, or in any bankruptcy proceedings.
34. FOREIGN INVESTMENT IN REAL PROPERTY ACT ("FIRPTA"). Seller shall
inform Purchaser in writing if Seller is a "foreign person" as defined by the Foreign
Investment in Real Property Tax Act ("FIRPTA"). Purchaser and Seller shall comply with
FIRPTA which may require Seller to provide additional cash at Closing. If Seller is not a
"foreign person," Seller can provide Purchaser at or prior to Closing, a certification of non -
foreign status, under penalties of perjury, to inform Purchaser and Closing Agent that no
withholding is required.
THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF
THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE JUNE 4,
2025, THIS OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE
OPTION, ELECTS TO EXTEND THIS OFFER.
THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT ON SELLER UPON
SELLER'S EXECUTION OF THE AGREEMENT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]
11
Purchaser2�seller
339
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Printed/Name
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Witness as to Selle
& I ��
Printed Name
STATE OF FLORIDA:
COUNTY OF MIAMI-DADE:
SELLER:
JOSEPH ISAACOFF, as Manager of
19142 Collins Ave SIB LLC
Date signed by Seller
The foregoing instrument was acknowledged before me by means of 2 physical presence
or ❑ online notarization, this 14- day of 3,.w\t✓ , 2025, by Joseph Isaacoff, as
Manager of 19142 Collins Ave SIB LLC.
600jr- -0(�
(SEAL) Notary Public, State of Flo Ida
(Signature of Notary Public)
y
MARIA LOPEZ
Notary Public, State of Florida
Yo
Commission# HH 601695
My comm. expires Oct. 8, 2028
MAY i a ( cw L
(Print, Type, or Stamp Commissioned
Name of Notary Public)
Personally Known _ or Produced Identification
Type of Identification Produced: T-7 2,S: - - 4 ?9 AyLi — 000 - O
Purchaser -eller
12
340
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Witness as to Purchaser
Printedlame
Witness as to Purch ser
�(CA
Printed Name
APPROVED AT PUBLIC HEARING:
ATTEST:
Mauricio Betancur, CMC
City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
Alain E. Boileau, for Nabors,
Giblin & Nickerson, P.A.,
City Attorney
Purchaser zseller
PURCHASER:
CITY OF SUNNY ISLES BEACH
By: /444-t
Stan Morris, City Manager
CITY OF SUNNY ISLES BEACH, BY ITS
CITY COMMISSION
Larisa Svechin, Mayor
Date Executed:
13
341
EXHIBIT A — LEGAL DESCRIPTION
2 52 42 GOLDEN SHORES OCEAN BLVD ESTS, SEC C PB 51-93, S75FT OF N30OFT
LESS SR 852, BLK 4, LOT SIZE 10355 SQUARE FEET, OR 15090-1211-13 0691 1,
F/A/U 30-2202-009-0020.
14
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C,Tk OF 5VH
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO: Honorable Mayor and City Commissioners
FROM: Stan Morris, City Manager.
DATE: August 21, 2025
RE: Purchase and Sale Agreement for Property Located at 19142 Collins Avenue
RECOMMENDATION:
Staff recommends approval of this Resolution.
REASONS:
In the current budget year, the City Commission approved funds for land purchases with the goal to
expand parks and open spaces. The property to the south of the existing Golden Shores Pocket Park is
currently available for sale. Securing this parcel, immediately adjacent to an existing city park would
further the goals of the City Commission, allowing to preserve green space and potentially expand the
park to the south. This parcel is zoned for moderate density, townhouse residential. This zoning
designation places a greater value on this parcel than some others in the neighborhood.
The owner has agreed to a purchase price of $2.5 million for this 10,355 square foot lot as per the
attached Purchase and Sale Agreement.
ADDITIONAL INFORMATION:
The first expansion of this park was with the purchase of a similarly sized lot for $375,000 in 2003.
Golden Shores Park is used by more residents than those residing in the immediate neighborhood.
Predicting this to be the case, past administrations and city commissions attempted to purchase this
parcel from the previous owner unsuccessfully.
Any future redevelopment of the park will be determined by the City Commission.
FUNDING SOURCE:
Funds have been appropriated in the Capital Account Number 300-5-5390-461000-99015.
Item Number: 9.1
325
ATTACHMENTS:
Resolution
Purchase and Sale Agreement
Existing and Proposed Lot Sketches
Item Number: 9.1
326