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HomeMy WebLinkAboutReso 2003-534 RESOLUTION NO. 2003- r53Y A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, INCORPORATING THE RECITALS CONTAINED HEREIN, APPROVING THE SALE OF 393- 401 SUNNY ISLES BOULEVARD TO FLORIDA POWER & LIGHT ("FPL") UNDER THE TERMS AND CONDITIONS PROVIDED IN THE CONTRACT OF PURCHASE AND SALE ATTACHED HERETO AS EXHIBIT "A" FOR THE AMOUNT OF 2.2 MILLION DOLLARS ($2,200,000.00) AND OTHER SUCH CONSIDERATION; AUTHORIZING THE MAYOR TO EXECUTE SUCH CONTRACT AND DIRECTING THE CITY MANAGER AND CITY ATTORNEY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City owns the property at 393-401 Sunny Isles Boulevard, commonly known as the old City Hall site; and WHEREAS, FPL has indicated an interest in acquiring the aforementioned property in order to meet the increased demand for electrical service specifically due to the redevelopment ofthe City; and WHEREAS, a purchase agreement has now been negotiated with FPL for the purchase of 393-401 Sunny Isles Boulevard: NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES AS FOLLOWS: Section 1. Incorporation of Recitals. The recitals set forth above are hereby incorporated into this Resolution as if same were fully set forth herein. Section 2. Approval of Contract. The proposed Contract for Sale and Purchase by and between Florida Power & Light Company and the City of Sunny Isles Beach for the purchase of that certain property located at 393-401 Sunny Isles Boulevard and more particularly described in the Contract attached hereto as Exhibit "A," with the conditions set forth in the contract be, and the same is, hereby approved by the City Commission ofthe City of Sunny Isles Beach. Section 3. Authority of the Mayor. The Mayor is hereby directed to execute said contract. Section 4. Authority of City Manager and City Attorney. The City Manager and the City Attorney are hereby directed to do all things necessary to effectuate this Resolution. -1- Sale to FP&L - 393-401 Sunny Isles Boulevard Legislation/Resolutions/Attorney Section 5. Effective Date. This Resolution shall be effective upon its adoption. PASSED AND ADOPTED this 8"" .' . f AiTESt~ . , .. ,~.",.".,.,,:. . ;- f.~' .". . "",f \ ' J , ,/ ' J ,.' ~", \ . . " J ~e A.\Hines~ ACting City Clerk ~ ~ ,.' '\ Vote: Ll-o- \ Mayor Samson Vice Mayor Ede1cup Commissioner Goodman Commissioner Iglesias Commissioner Kauffman Sale to FP&L - 393-401 Sunny Isles Boulevard Legislation/Resolutions! Attorney day of J:t~ ,2003. #~~ David Samson, Mayor Moved by: Second by: Ytu. ~~6V- ~~c.ue Cnrn'W\ ~~ b <(R \< PRt\AtV DYes) _(Yes) [7(Y es) A\;y:~~ t ~ es) ~es) _(No) _(No) _(No) _(No) _(No) -2- AGREEMENT OF PURCHASE AND SALE This Agreement made this J5~day of , 2003, between THE CITY OF SUNNY ISLES BEACH, whose, mailing address is 17070 Collins Avenue, Sunny ... Isles, Florida 33160 ("Seller") and FLORIDA POWER & LIGHT COMPANY, a Florida corporation, whose mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420, Attn: Property Tax Department, ("Buyer"). NOW, THEREFORE, for and in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the following described property upon the terms and conditions hereinafter set forth: 1. Description of Property. Seller has fee simple title to that certain real property located in Miami-Dade County, Florida, which is more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (the "Property"). 2. Purchase Price: Deposit; Cash Balance: Purchase Price Adjustments. 2.1 Purchase Price. The total purchase price for the Property (the "Purchase Price"), plus or minus prorations and subject to such adjustments as are hereinafter provided, shall be the sum of Two Million Two Hundred Thousand and 00/100' Dollars ($2,200,000.00). The Purchase Price shall be payable as follows: 2.1.1 Deposit. Two Hundred Thousand and 00/1 00 Dollars ($200,000.00) in the form of Buyer's check in U.S. funds, shall be deposited by Buyer upon execution of this Agreement with Chicago Title Insurance Agency, Inc., 3067 East Commercial Blvd, Fort Lauderdale, Florida 33308 ("Escrow Agent") to be held in escrow, pending Closing in accordance with Section 4 hereof (the "Deposit"). Escrow Agent agrees to hold the Deposit in an interest bearing account, with interest earned thereon refunded to Buyer, in accordance with the terms of this Agreement. 2.1.2 Cash Balance. Two Million Dollars and 00/1 00 ($2,000,000.00) less adjustments, shall be payable at or prior to the Closing (as defined in Section 4 hereof) by Buyer in the form of Buyer's cashier's check or wire transfer in U.S. funds to Escrow Agent (the "Cash Balance"). 3. Time for Acceptance. ,... If this Agreement is not executed by the Seller in one or more counterparts on or before thirty (30) days from the date Buyer executes this Agreement, the Deposit shall be, at the option of the Buyer, returned to Buyer and this Agreement shall not take effect and shall be null and void. The Buyer understands and agrees that, while this Agreement bears the execution of the Seller, final approval of the transaction contemplated herein rests with Seller's appropriate governmental agency (ies) and the ultimate design plans as to the layout and exterior appearance of the structure(s) (including city entrance sign, which design and specifications will be provided to buyer, by seller, not more than 35 days from the effective day of this contract) are approved by the Office of the City Manager of The City of Sunny Isles Beach. This Agreement is not final until ,said approval has been obtained. The ;Effective Date of this Agreement shall be the date when the Seller delivers proof-of final approval from the appropriate governmental agency(ies) in writing to the Buyer which date shall be indicated in the opening paragraph of this Agreement (the "Effective Date"). Notwithstanding the foregoing, proof of the final approval must be delivered in writing to Buyer within sixty (60) days of the date of Seller's signature on the signature page hereof, or this Agreement shall be deemed immediately cancelled and of no further force and effect and Seller will immediately refund Buyer's Deposit. 2 4. Closing. "Phis transaction shall be closed and the Deed, other closing instruments and possession shall be delivered to Buyer within one hundred fifty (150) days of the Effective Date (the "Closing" or "Closing Date"), unless extended by other provisions of this Agreement; provided however, that all contingencies to Buyer's obligations and all other terms and conditions to be performed by Seller have been satisfied. In the event Buyer obtains its zoning approval as required and defined in Paragraph 21 herein prior to one hundred fifty (150) days, and all other contingencies to Buyer's obligations and all other terms and conditions to be performed by Seller have been satisfied, then Buyer will close within ten (10) days of receipt of final, non-appealable zoning approval and satisfaction of Buyer's obligations and Seller's performance of its terms and conditions. In the event all contingencies, terms and conditions have not been satisfied herein, at the option of the Buyer, Closing shall then take place fifteen (15) days after all such conditions, terms, and contingencies have been satisfied or waived subject to Paragraph 21 herein. The precise time and place of closing shall be determined by Buyer, and the Closing shall take place in the Escrow Agent's office. 5. Proceeds of Sale. The Purchase Price, plus or mlllUS any prorations, deposits, or adjustments shall be payable at Closing by the Buyer to the Escrow Agent. A gap affidavit will be required along with the gap exception deleted from the title commitment before any funds are disbursed to Seller. 3 6. Documents for Closing. At Closing, Seller shall deliver to Buyer a statutory warranty deed (the "Deed") in proper form for recording, and effective to vest in Buyer good and marketable title to the Property subject to no exceptions to title and encroachments or items creating title defects as shown on a new certified survey obtained by Buyer, except the "Permitted Exceptions" as follows: a) taxes and assessments as of the Closing Date and subsequent years; b) Utility Easement in favor of Gas Company of Miami Beach, Inc. filed in Deed Book 1321, Page 186, together with Subordination of Utility interests filed in OR Book 12080 at Pages 689 and 691 and OR Book 12490 at Pages 1571, 1575, 1579, 1583, 1587 and 1591; c) Restrictions filed in Deed Book 1856, Page 175 as modified by Deed Book 2206, Page 213, Deed Book 2273, Page 364, Deed Book 313 Page 325 and Deed Book 2873, Page 331; d)Easement in favor of the City of North Miami Beach in OR Book 4839, Page 561; e) Sanitary Sewer Connection Agreement in OR Book 5334, Page 13; f) Agreement in OR Book 8794, Page 1014 and g) Ordinance No. 80-13 in OR Book 10702, Page 1615, zoning and other governmental regulations; Seller's affidavit; and a closing statement all with copies delivered to Buyer's attorney at least two (2) days prior to the Closing. At or before Closing, Seller shall deliver to Buyer an affidavit attesting to the absence, unless otherwise provided for herein, of any claims of lien or potential lienors known to Seller and further attesting that there have been no improvements to the Property for ninety (90) days immediately preceding the Closing Date. 7. Expenses. State surtax and documentary stamps which are required to be affixed to the Deed, the cost of an Owner's Title Insurance Policy for the amount of the Purchase Price and the cost of 4 recording the deed shall be paid by Buyer. The cost of recording any corrective instruments shall be paid by Seller. 8. Prorations. 'Phe real estate taxes for the year in which the transaction is closed shall be prorated as of the Closing Date and the pro rata amount thereof shall be credited against the Cash Balance. The proration shall be based upon the previous year's taxes, if the current year's assessment is not available. Seller shall pay all assessments and liens for public improvements against the Property, if any, which are as of the Effective Date certified liens. Buyer shall assume and pay all assessments and liens, if any, for public improvements which become certified subsequent to the Effective Date. Either party may request and shall be entitled to a reproration of taxes when the actual amount for the year of Closing is levied. 9. Seller to Furnish Evidence of Title. 9.1 Within forty-five (45) days from the Effective Date, Buyer, at Buyer's expense, shall obtain an Owner's Title Insurance Commitment issued by a title insurer qualified to do business in Florida and acceptable to Buyer and shall insure fee simple title to the Property which is good and marketable and free and clear of all liens, encumbrances, restrictions, easements, and conditions not acceptable to Buyer, in its sole discretion, except as specified in this Agreement. 9.2 In the event title is not found by Buyer's attorney to be good and marketable, the objections to title shall be specified in writing and delivered to Seller within thirty (30) days after delivery of such Owner's Title Insurance Commitment ("Title Defects"), and Seller shall cure such Title Defects prior to Closing. 9.3 If Seller, after the exercise of reasonable and due diligence, shall have been unable 5 to make title to the Property such as required by the terms of this Agreement, then Buyer shall have the right to (i) rescind this transaction, and procure the return of its Deposit, in which event Buyer and Seller shall be released of any other or further obligation against the other by reason of makirlg this Agreement, or (ii) elect to accept title to the Property in its existing condition. 10. Leases. The Seller represents there are no leases, permits, or licenses of any type on the Property which are in full force and effect except as may be attached as Exhibit "B" hereto. The Seller shall furnish copies of any and all written leases that affect the Property to Buyer within fifteen (15) days of the Effective Date. If there are any persons in possession without written leases, estoppel letters from such persons specifying the nature and duration of the occupancy shall be furnished to the Buyer by Seller prior to the expiration of the Investigation Period as defined herein. Once Buyer has received and reviewed any and all leases, affecting the Property, Buyer has the right, in its sole discretion, to terminate this Agreement and all Deposits shall be returned to Buyer, in the event the terms of any such lease are unacceptable to Buyer. 11. Remedies on Default of Buyer. If Buyer fails to close, and the Sellet: is not in default hereunder, and title is as required under this Agreement, this Agreement and all rights and obligations of the parties hereunder shall terminate and Seller shall retain the entire Deposit made by Buyer, as liquidated and agreed upon damages as its sole aI\d exclusive remedy, and thereafter, the parties hereto shall be released from all obligations hereunder. The parties hereby agree that the damages which Seller would sustain by reason of Buyer's breach are beyond calculation and not subject to determination and the Deposit is agreed by the parties to be a reasonable measure of damages in the event of Buyer's breach. 6 12. Remedies on Default of Seller. If for any reason, other than failure of Seller to render title to the Property marketable after diligent effort, Seller fails, neglects or refuses to perform this Agreement, Buyer may seek specific -performance or elect to receive the return of its Deposit, together with any interest earned thereon, without thereby waiving any action for damages resulting from Seller's breach. 13. Condemnation. In the event of the institution of any proceedings, or if subject to a bona fide threat of such proceedings, judicial, administrative or 'otherwise, which shall relate to the proposed taking of any portion of the Property by eminent domain, Buyer may either cancel this Agreement, whereupon the Deposit shall be returned to Buyer and this Agreement thereupon shall be of no further force and effect, or elect to purchase the Property. If Buyer elects to purchase the Property, Buyer shall be entitled to that portion of any award, damages or other consideration paid or to be paid in connection with such taking or sale to which Buyer would have been entitled had it been the owner of the Property prior to such taking, sale, or threat of taking. 14. Seller's Title to Real Property. Buyer shall be entitled to receive and Seller shall be obligated to convey fee simple title to the Property which is good and marketable and free and clear of all liens and encumbrances, easements, restrictions and conditions not acceptable to Buyer in its sole discretion. 15. Brokerage. Seller hereby represents that there are no real estate brokers involved in this transaction. Seller shall indemnify and hold Buyer harmless from and against all costs, debts, damages, expenses, claims or demands, including costs and reasonable attorneys' fees for pre-trial, trial or appellate matters in defending against any claims for brokerage commission or finder's fee 7 arising through or relative to this transaction. The representations, warranties and agreements contained in this section shall survive the Closing of the transaction. 16. Survey. B'uyer, within seventy-five (75) days of the Effective Date of this Agreement, at its sole cost and expense, may obtain a final survey of the Property (the "Survey"), setting forth the legal description of the Property and indicating the gross acreage thereof. If the legal description differs from the legal description set forth in Exhibit "A" hereto and the title company is willing to issue policies on the basis thereof, the Survey legal description shall be substituted for the one contained in Exhibit "A". 17. Use. Seller acknowledges that the Property Buyer is purchasing may be used as a site for an electric substation with customary appurtenant activities and facilities. Buyer warrants that the substation will be constructed in accordance with the plans approved by the appropriate governmental bodies and that it will not change the architectural design after construction of the substation without prior approval from the appropriate governmental entities. In addition, Buyer agrees to permit Seller to retain any unused development rights not utilized by the Buyer in the construction or operation of its facilities and operation of its activities in connection therewith. To this end, Buyer agrees to enter into an Agreement to be provided by Seller pertaining to the unused development rights, provided same does not interfere, diminish, or impede Buyer's current or future use needs for the Property. 18. Hazardous Substances and Toxic Waste. Seller represents and warrants that to the best knowledge of Seller no hazardous substance or toxic waste are or have been stored upon the land or used in connection with the land, nor, to its knowledge are any hazardous substances or toxic waste or other pollutants 8 contained upon or under the land or being discharged from the land directly or indirectly into any body of water. Seller knows of no breach of applicable laws or regulations, nor of any underground tank located on or under the Property. 19. ItJ.vestigation. Seller and Buyer agree that after the execution in full of this Agreement, Buyer shall have the right to enter upon the Property for the purpose of inspecting same, making surveys, maps, contour studies, engineering studies, conducting test borings, other subsurface soil tests and the like, all for the purpose of determining whether the Property is suitable for the intended use. All of the foregoing shall be at Buyer's sole cost and expense, and the Seller shall have no responsibility in connection herewith. The Buyer agrees to hold the Seller harmless from any damages to persons or property as a result of the foregoing. Buyer's right to enter into the Property is expressly conditioned upon Buyer's covenant to protect the Seller from the filing of any liens against the Property. In the event any such liens are filed, the Buyer shall either pay the sum claimed by the lienor at once or bond such claim in the manner permitted by law. Buyer shall restore the Property to its original condition at the completion of all of its tests and studies. Buyer shall complete all such studies and testing within one hundred twenty (120) days of the Effective Date of this Agreement. In the event any of the foregoing tests or studies obtained by Buyer discloses, in Buyer's sole judgment, that the Property is unsuitable for the intended use, the Buyer shall have the right to void this Agreement and receive the immediate return of its Deposit. In that event, the parties shall have no further obligation to each other except as to the obligation to hold the Seller harmless. 20. Compliance with Governmental Requirements: No Lawsuits: Authority. Seller represents and warrants to Buyer that (a) to the best of Seller's knowledge and 9 belief, the Property and its use complies with all currently applicable laws, requirements, codes, orders, ordinances, rules and statutes, including, without limitation, those currently relating to fire safety, environmental protection, conservation, zoning and building (collectively referred to as "La~ and Regulations"), (b) there are no actual or, to the best of Seller's knowledge and belief, threatened or contemplated, suits, actions or proceedings with respect to all or part of the Property (i) for condemnation, (ii) alleging any violation of any currently applicable Laws and Regulations, or (iii) which could result in a,lien or lis pendens affecting all or any part of the Property, (c) to the best of Seller's knowledge and belief, no toxic or hazardous substances or waste are, or have been, stored on, or contaminate the Property, and, no pollutants are, or have been, discharged from the Property, directly or indirectly, into any body of water, and (d) Seller knows of no underground tanks located on or under the Property. Seller further represents and warrants that it will deliver to Buyer copies of all licenses, permits, approvals and other governmental documentation relating to the Property evidencing compliance or noncompliance with applicable Laws and Regulations, and applicable restrictive covenants, if any, and copies of all notices received and any other information and documentation in Seller's possession and relating to, or affecting, the foregoing representations and warranties or the Property. 21. Zoning Variance or Special Use Approval. Seller and Buyer agree that Buyer's obligation to consummate the purchase contemplated in this Agreement shall be subject to the approval by the appropriate governmental or quasi- governmental authority of any zoning variance, FAA, or special use approval required to construct and operate an electric utility substation and all customary appurtenant activities and facilities on the Property. Buyer agrees that within ten (10) days of completion of satisfactory investigation as set forth in Paragraph 19, Buyer will make a timely application to the appropriate governmental authority for any zoning variance or special use approval required. 10 However, such approval shall not be deemed obtained until it becomes non-appealable. Seller agr~es that it shall cooperate fully with Buyer and sign all documents required, if any, for the purpose of securing said zoning variance or special use. m the event that all approvals are not obtained on or before one hundred fifty (150) days of the Effective Date, including the lapsing of all appeal periods, Buyer shall have the right to void this Agreement and receive an immediate return of its Deposit, or to extend the date of Closing for an additional ninety (90) days in, order to obtain said approvals, at no additional cost to Buyer. In the event Buyer voids the Agreement, the parties shall have no further obligation to each other, except as specifically stated herein to survive. 22. Additional Conditions To Be Performed. Seller acknowledges that Buyer has an existing transmission line located on the South side of Sunny Isle Boulevard. Buyer agrees to move this transmission line to a location on the North side of Sunny Isle Boulevard which is mutually agreed upon by Seller and Buyer. Seller hereby consents to the relocation of the transmission line and agrees to undertake any and all action to facilitate and coordinate the relocation of all utilities, including, but not limited to acquiring for Buyer and/or granting Buyer all necessary permits and/or easements necessary for the proposed relocation. The provisions of this paragraph will survive the Closing of the transaction. 23. Access. The existence of physical, legal and government permitted vehicular ingress and egress to the Property directly to existing public streets is a condition precedent to Buyer's obligation to close this transaction Buyer agrees that vehicular access from public roads to its proposed substation will be limited to the Northeast comer, provided it obtains the appropriate governmental approvals for access at this location. If such access is not legally and physically 11 12 SELLER: The City of Sunny Isles Beach Attn: 17070 Collins Avenue Sunny Isles, FL 33160 WITH COPY TO: Harold Rifas, Esq. 7900 Red Road S. Miami, FL 33143 ,,. BUYER: Florida Power & Light Company Attn: Ignacio Sarmiento P.O.Box 029100. Miami, FL 33174 WITH COPY TO: Florida Power & Light Company Attn: Alene S. Egol, Esq. (LA W/JB) 700 Universe Boulevard Juno Beach, FL 33408 29. Insertion of Corrections or Modifications. Typewritten or handwritten provisions inserted on this Agreement or on the exhibits hereto (and initialed by both parties) shall control all printed provisions in conflict therewith. 30. Time. Time is of the essence in this Agreement. 31. Counterparts. This Agreement may be executed simultaneously or in counterparts, each of which together shall constitute one and the same Agreement. 32. No Assignment. The rights of Buyer hereunder may not be assigned by the Buyer, except to its parent, subsidiary or affiliate, without the expressed written consent of the Seller which consent shall not be unreasonably withheld or delayed. 33. Agreement not to be Recorded. This Agreement shall not be recorded' in any public records by either party hereto. (Signatures on following page) 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered, all of which has been done on the date shown below for each party. ..; SELLER: ',", By: Its: . I \-! ~ . ~ t Signed by Seller: 4/q , 2003 BUYER: FLdl::. POWER & LIGHT COM. PANY By' 25 _J../ Its:.' ,,4'Cc /Ur ". Signed by Buyer: 3/"'ZV ' 2003 A ACCEPTED: By: Chicago Title Insurance Agency, Inc., As Escrow Agent Date: '\. \ S' 0 3 ASE/ AgreementslNatural Bridge Sub final version 3-17-03 14 Exhibit" A" To Agreement of Purchase and Sale Lots 16 and 16C of SECOND REVISED PLAT OF BELLA VISTA SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 50, at Page 76, of the Public Records of Miami-Dade County, Florida. Less and Excepting therefrom: the portions conveyed to the State of Florida by Deed recorded in Official Records Book 12445, Page 1248 of the Public Records of Miami-Dade County, Florida. Lots l4 and 15 of SECOND REVISED PLA)' OF BELLA VISTA SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 50, at Page 76, less and except: That parcel of marsh, submerged and uplands lying in the Northwest J;4 of Section 14, Township 52 South, Range 42 East, Dade County, Florida being portions of Lots 14 and 15 of SECOND REVISED PLAT OF BELLA VISTA SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 50, at Page 76, of the Public Records of Miami-Dade County, Florida, and being more particularly described as follows: Begin at the Northwest comer of said Lot 15; thence run North 86 degrees 20 minutes 46 seconds East along the North line of said Lots 14 and 15 a distance of 120.59 feet; thence run South 83 degrees 14 minutes 08 seconds West a distance of 120.77 feet to a point on the west line of said lot 15; thence run North 03 degrees 39 minutes 14 seconds West a distance of 6.55 feet to the Point of Beginning. AND Begin at the Southeast comer of said Lot 14; thence run South 86 degrees 20 minutes 46 seconds West along the South line of said Lots 14 and 15 which is coincidental with the North right of way line of SUNNY ISLES OCEAN BEACH BOULEVARD, a distance of 190.00 feet to the Southwest comer of said Lot 15; thence run North 03 degrees 39 minutes 14 seconds West along the West line of said Lot 15, a distance of 18.77 feet; thence run North 88 degrees 15 minutes 19 seconds East a distance of 190.11 feet to a point on the East line of said Lot 14; thence run South 03 degrees 39 minutes 14 seconds East a distance of 12.44 feet to the Point of Beginning. 15 Exhibit "B" To Agreement of Purchase and Sale Leases .,; 16