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HomeMy WebLinkAboutPurchase Sale Agrmnt - 225 191 TerI � A� I �E� P RESOLUTION 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 ARTHUR MAKSUMOV AND KRISTINA KAKURIYEVA FOR THE PURCHASE AND SALE OF REAL PROPERTY LOCATED AT 225191 TERRACE, IN THE AMOUNT OF ONE MILLION FOUR HUNDRED THOUSAND DOLLARS AND NO CENTS ($1,400,000.00), 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, Arthur Maksumov and Kristina Kakuriyeva (the "Owners") are the owners of the parcel located at 225 191 Terrace, 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 Owners 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 forthe purchase of the Property, in an amount not to exceed One Million Four Hundred Thousand Dollars and No Cents ($1,400,000.00), 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 225191 Terrace, Sunny Isles Beach, FL 33160, in an amount not to exceed One Million Four Hundred Thousand Dollars and No Cents ($1,400,000.00), 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. @Bcl@F8142339 Page 1 of 2 345 PASSED AND ADOPTED this 211t 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) (Yes) (Yes) (Yes) (Yes) (No) (No) (No) (No) (No) @Bcl@F8142339 Page 2 of 2 346 Parcel folio -No. 31-2202-009-0190 (Miami -Dade County). PURCHASE AND SALE AGREEMENT THIS PURCIHASE AND SALE, AGREEMENT ("Agreement") is made this day of June 2025, between ARTHUR MAKSUMOV and KRISTINA KAKURIYEVA, whose mailing address is 225 191 Terrace, Sunny Isles Beach, Florida 33160 ("Sellers"), and the CITY OF SUNNY ISLES BEACH, FLORIDA, a municipal corporation of the State of Florida, 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) Sellers agree to sell and convey to Purchaser, and Purchaser agrees to buy from Sellers, subject to the terms and conditions hereinafter set forth, all of Sellers' rights, title, and interest in and to the real property located in Miami -Dade County, Florida, described in Exhibit -"A;' together with all improvements, easements and appurtenances ("Property"), which may also be identified by Parcel Folio Number 31-2202-009-0190, 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 ,byr 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) Sellers warrant to the best of Sellers' knowledge that there are no private or governmental actions, suits, proceedings, or investigations pending against Sellers 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. Purchaser Sellers 347 (B) Should the City Commission fail to approve this Agreement, this Agreement shall be null and void. (C) All states and timelines 'herein shall run from the date this Agreement is executed by the Mayor of the Sunny Isles Beach City Commission and Sellers, whichever is later (the "Effective Date"). (D) This Agreement is exempt from the provisions ,of Section 115:07, 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, Sellers 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 Sellers are 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 Sellers may agree to an adjustment of the Closing date. 3. PURCHASE PRICE. (A) The purchase price for the Property is One Million Four Hundred Thousand Dollars and No Cents ($1,400,000.00) for the Property ("Purchase Price') which, after credit for any deposit, will be paid by the Purchaser to the Sellers at closing. (S) Sellers hereby authorize 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 Sellers' 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 30 -days ofthe 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. Purchasers feasibility and suitability analysis may include the following: (A) Environmental Site Assessment - Sellers 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 2 Purchaser Sellers .,4 wl- 348 water conditions on or around the Property that are in Sellers' 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. In the event that the environmental site assessment provided for herein confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may elect to terminate this Agreement and neither Party shall have any further obligations under this Agreement. Alternatively, if Purchaser does not elect to terminate this Agreement, the Sellers shall have seven (7) days from the issuance of the environmental site assessment to determine if Sellers either elect to terminate this Agreement, with neither Party having any further obligations under this Agreement, or, at Sellers' 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"). (B) Surrey - Purchaser may have the Property, surveyed to the Florida Nnimum 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 and neither Party shall have any further obligations under this Agreement. Alternatively, the Purchaser and Sellers 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, 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. 3 Purchaser Sellers 349 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 Sellers default under this Agreement, Sellers 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. B. 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, Sellers 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 Sellers' option, Sellers agree to use diligent effort 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 Sellers' proceeds. If Sellers are unsuccessful in removing the title defects within said time or if Sellers elect 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 Sellers from all further obligations under this Agreement; provided, however, that Sellers 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 either virtually or 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 and executed by the Mayor, 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. Possession of the Property shall be granted by Sellers 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. 4 Purchaser Sellers 4 V13t_ -- Ktil] (C) At Closing the Sellers 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 Sellers 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 Sellers of their obligations set forth above, at Closing, Purchaser shall do the following: 1. Execute and deliver instruments satisfactory to Sellers and the Title Company reflecting the proper power, good standing, and authorization for the purchase of the Property from Sellers by Purchaser hereunder; and 2. Pay to Sellers the Purchase Price, after credit for any deposits; and 3. Execute and deliver to Sellers 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. 5 Purchaser Sellers j�.,, 351 8. PREPARATION OF CLOSING DOCUMENTS. Within sixty (60) 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 Sellers' closing statements and the title, possession and lien affidavit certified to be executed by the Sellers to Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes. 9. CLOSING COSTS. (A) Sellers shall pay the following costs and expenses in connection with the Closing: 1. Their 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. (C) The following items shall be prorated between Sellers 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 Sellers at closing. If the Purchaser � � 6 Purchaser Sellers 352 acquires fee title to the Property between January 1 and November 1, Sellers 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, Sellers 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 Sellers assume all risk of loss or damage to the Property priortothe date of Closing and warrant that the Property shall be transferred and conveyed to Purchaser in the same or essentially the same condition as of the date of Sellers' execution of this Agreement, ordinary wear and tear excepted, and Sellers 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. Sellers 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 Sellers 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 Sellers, however, Purchaser may elect, at its sole option, to terminate this Agreement and neither Party shall have any further obligations under this Agreement. Subject to anything disclosed by the Survey, Sellers represent and warrant that there are no parties other than Sellers in occupancy or possession of any part of the Property. Sellers warrant that there are no facts known to Sellers materially affecting the value of the Property that are not readily observable by Purchaser or that have not been disclosed to Purchaser. 11. 'RIGHTTO ENTER PROPERTY AND POSSESSION. Sellers agree that'from the date this Agreement is executed by Sellers, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Sellers shall deliver possession of the Property to Purchaser at Closing. 12. DEFAULT. (A) 'if Sellers default 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 Sellers' default. (B) In the event the Purchaser should fail to consummate the transaction contemplated herein -for any'reason except for (i) any permissible' reasons setforth herein or (ii) reasonable extension of the Closing Date not to exceed thirty (30) days, or (iii) Sellers' default, Sellers 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 7 Purchaser Sellers `) � 353 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 Sellers other than as provided in this paragraph. (C) Sellers 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. Sellers 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: Sellers: 'None Purchaser: None Sellers stall 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, Sellers 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 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 Sellers 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 8 Purchaser Sellers 354 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 Sellers 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 Sellers, 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 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 Sellers' 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. 9 Purchaser Sellers 355 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 Sellers 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 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. Sellers and Purchaser represent to each other that each has full power and authority to enter into and perform this Agreement, all related 10 Purchaser Sellers 356 instruments and the documentation contemplated herebyand their respective terms and that delivery thereby in accordance with instruments and the documentation contemplated Of this Agreement, all related authorized by all necessary action. thereby has been duly 28. ATTORNEY'S FEES AND COSTS. Parties arising out of this Agreement or the collection of an funds In the event of any litigation between the Sellers pursuant to this Agreement, the prevailing the nonprevailin Y due Purchaser or m 9 party all costs incurred including limitationntitled to rreasonable attorneys' and paralegals' fees and costs, whether such fees and costs are trial, on appeal, or in any bankruptcy proceedings. a incurred at 29.RADON GAS. Radon is a naturally occurring radioactive as that, accumulated in a building in sufficient quantities, may g at, when it are exposed to it over time. Levels of radon that exceed federal and state guidelines have y present health risks to persons who been found in buildings in Florida. Additional information regarding radon and r testimony may be obtained from your county health department. radon 30. PERMITS DISCLOSURE. Except as may have been disclosed by Sellers to Purchaser in a written disclosure, Sellers do not know of any improvements made to the Property which were made without required permits or made pursuant to permits which have not been properly closed or otherwise disposed of pursuant to Section 553.79, F.S. If Sellers identify permits which have not been closed or improvements that were not permitted, then Sellers shall promptly deliver to Purchaser all plans, written documentation or other information in Sellers' possession, knowledge or control relating to improvements to the Property which are the subject of such open permits or unpermitted improvements. 31. MOLD. Mold is naturally occurring and may cause health risks or dam to Property. If Purchaser is concerned or desires additional information regarding a Purchaser should contact an appropriate professional. mold, 32. ENERGY BROCHURE. Purchaser acknowledges receipt of Florida Energy - Efficiency Rating Information Brochure requires by Section 553.996, F.S. 33. LEAD-BASED PAINT If Property includes pre -1978 residential housing, a lead- based paint disclosure is mandatory, Sellers shall be provided with a separate disclosure form to fill out and return to Purchaser. 34. FOREIGN INVESTMENT IN REAL PROPERTY ACT ("FIRPTA")Sellers shall inform Purchaser in writing if Sellers are "foreign persons" as defined by the Foreign Investment in Real Property Tax Act ("FIRPTA" ). Purchaser and Sellers shall comply with FIRPTA which may require Sellers to provide additional cash at Closing. If Sellers are not "foreign persona", Sellers 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. �,11 Purchaser Sellers"; -- 357 THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLERS AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLERS 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 SELLERS UPON SELLERS` EXECUTION OF THE AGREEMENT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK. 12 Purchaser Sellers 358 Witness as to Sellers Printed Name / Printed Name STATE OF 9$: lVzw Yo,,lsz COUNTY OF Ib1Vi DE QJeR41p SELLERS: ARTHUR MAKSUMOV fes- 6- 2S_ Date signed by Seller kap .� L-�w'�u,► u.u...-__ KRISTINA KAKU EVA (�une- 5,, 2-02.5 Date signed by Seller The foregoing instrument was acknowledged before me by means of a physical presence or ❑ online notarization, this day of , 2025, by Arthur Maksumov and Kristina Kakuriyeva, whose address 225191 Terrace, Sunny Isles Beach, Florida 33160. (SEAL-) JOHN LIN NO'TARv PUBLIC, STATE OF. NEW YORK Ref istration No. 01L100,21716 Qualified in QUEENS County Cornmission Expires 03/0412021 Notary Public, State of f odda- N*( (Signature of Notary Public) (Print, Type, or Stamp Commissioned Name of Notary Public) Personally Known or Produced Identification i/ Type of Identification Produced: _pons c;.4 13 Purchaser Sellers 359 PURCHASER: CITY OF SUNNY ISLES BEACH By: Witness as to Purchaser Stan Morris, City Manager Printed Name Witness as to Purchaser 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 CITY OF SUNNY ISLES BEACH, BY ITS CITY COMMISSION By: Larisa Svechin, Mayor Date Executed: 14 Purchaser Sellers vljl 360 EXHIBIT A — LEGAL DESCRIPTION GOLDEN SHORES OCEAN BLVD ESTS, SEC C PB 51-93, LOT 16 BLK 5, LOT SIZE 75,000 X 100, F/A/U 30-2202-009-0190, OR 20598-1997 06 2002 4, COC 26072-3162 11075. 15 Purchaser Sellers1,,� 'F.+�6-� 361 'xx�.AX}9 3Y'Ef,' j,.,h,.�'e ,st +i'r - .>, s} '"'•-Ti .,, ,,,+;';,, 4'z J17 F►�M'AIN ..i If J _ - 'mow•.., �,� _ „� ���3 Al FF i ... 191ST TE'R .. Y, A. "TER- 191ST 'A �4�3�}�7 �;- �M�11NF ..i If ... .. Y, A. "TER- 191ST �' , �, fib. Yer�_.,_ =•vwi� Yh:'�-4. _ ,. O """ Sr QFrp OF 5%)A � 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 225191 Terrace 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 home and property to the west of the existing Golden Shores 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 west. This location would also provide for better connectivity between the Golden Shores Park, the basketball court /tennis court/ under park under the William Lehman Causeway, and Heritage Park. This connectivity will enhance the usability of this space. The owner has agreed to a purchase price of $1.4 million for this 7,500 square foot lot as per the attached Purchase and Sale Agreement. ADDITIONAL INFORMATION: 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. ATTACHMENTS: Resolution Purchase and Sale Agreement Existing and Proposed Lot Sketches Item Number: 9.J 344