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HomeMy WebLinkAboutReso 2007-1121 RESOLUTION NO. 2007- II 2.1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A MODIFICATION TO RESOLUTION NO. 2006-891 TO PROVIDE REGALIA, LLC. WITH A NEW I'A YMENT SCHEDULE REGARDING TRANSFER OF DEVELOPMENT RIGHTS (TORS) IN THE AMOUNT OF 54,385 SQUARE FEET OF FLOOR AREA; APPROVING A PROMISSORY NOTE IN SUBSTANTIALLY THE SAME FORM BETWEEN THE CITY OF SUNNY ISLES BEACH AND REGALIA, LLC; PROVIDING THE CITY MANAGER AND CITY ATTORNEY WITH THE AUTHORITY TO DO ALL TIIINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, by Resolution No, 2006-891, adopted February 16. 2006, the City Commission approved a transfer of development rights ("TORs") application submitted by Regalia, LLC, ("Applicant") far the transfer of 54,385 square feet of TORs; and WHEREAS, the Applicant agreed to purchase TORs in the amount of 54,385 square feet of floor area from the City's TOR Bank in the amount of $4,500,206,86 to develop the TOR receiving site generally located at 19505 Collins A venue and referred to as "Regalia"; and WHEREAS, Resolution No. 2006-891 required the Applicant to pay the above stated amount at the time of pulling a building permit; and WHEREAS, Regalia, LLC has agreed to pay for 38,847 square feet of TORs upon issuance of the building permit, as this represents the actual amount of TORs used to develop Regalia; and WHEIU~AS, Regalia, LLC has agreed to provide, if feasible, the City with a wireless infrastructure casement at Regalia, allowing the City to provide wireless telecommunications services to the public; and WHEREAS, Regalia, LLC has agreed to pay the remaining 15,538 square feet of TORs prior to the occurrence of certain agreed upon terms and conditions, subject to Commission approval. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section I, Incorporation of Recitals, The taregoing recitals are true and correct are incorporated herein by reference as if they fully set forth herein. Section 2. Approval of Modification. The City Commission hereby approves a moditication to Resolution No. 2006-891, passed and adopted by the Commission on February 16, 2006, to require payments based on the terms and conditions rellected in the promissory note in substantially the same form attached hereto as Exhibit "A". Section 3. Approval of Promissorv Note, The City Commission hereby approves the terms and conditions reflected in the attached promissory note in substantially the same form. Section 4. Authorization of the City Attorney and the City Manager. The City Attorney and the City Manager are hereby authorized to do all things necessary to effectuate the intent of this Resolution. Section 5. Effective Date. This Resolution shall become effective upon adoption, PASSED and ADOPTED this 21 sl day of June, 2007, CITY OF SUNNY ISLES BEACH, FLORIDA By its City Commission ATTEST: ~~A~ Jane A. Hines, CMC, City Clerk APPROYED AS TO FORM AN. E L 'UFFICIENCY: V"" Moved by: ~U>. vY\~Y" ~t.R.. Second by: Com~ TGL.'i.~I~ VOTE: S-D Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Iglesias Vyes _no 0cs _no Vies _no l/)'es _no Mes _no 2 PROMISSORY NOTE ,2007 FOR VALUE RECEIVED, the undersigned, Regalia Holdings, LLC, a Florida limited liability company ("Maker"), promises to pay to the ordcr of thc City of Sunny Isles Beach, a political subdivision of thc State of Florida ("Payee" or the "City"), at 18070 Collins A venue, 4th Floor, Sunny Isles, Beach, FL 33160 or at such other office as Payee may from time to time designate, the principal sum of One Million Two Hundred Eighty-Five Thousand Six Hundred Fourteen and 12/1 00 Dollars ($1,285,614.12) (the "Indebtedness"), together with interest from the date of issuance of the Permit (as hereinafter defined), at the rate of seven percent (7%) per annum. Interest shall accrue monthly on the Indebtedness. All payments made on this Note shall be applied by Payee first to the payment of aecrued and unpaid interest and thereafter to the reduetion of the Indebtedness. The Indebtedness and accrued and unpaid interest thereon shall be due and payable on the Maturity Date (as hereinafter defined).!f Maker fails to pay the Indebtedness, the Payee shall have the right to revoke the Permit or zoning approval. Pursuant to City Resolution No, 06-Z-1 02, the City granted a modification to a previous site plan for the Maker's projeet known as the Regalia and located at 19505 Collins A venue, Sunny Isles Beach, Florida (the "Project"). As part of the original approval for the Project, the City adopted Resolution No. 03-Z-75, whieh granted preliminary approval for the transfer of 54,385 square feet of Transferable Development Rights ("TOR's") from the City for a total purchase priee of $4,500,206,86, In accordance with City Resolution 2006-891, Maker is required to pay the total price for the TOR's at the time of obtaining a building pcrmit for the Project (the "Permit"). Maker is in the process of obtaining the Permit from the City for the Project. As part of a negotiated settlement with the City, Maker has agreed to pay for 38,847 square feet of TOR's at the time of obtaining the Permit as this is the actual amount of TDR's being utilized for the Project. Maker has agreed to pay for the remaining 15,538 square fcet of TOR's prior to the earlier to occur of (the "Maturity Date"): (a) October 1,2008, (b) the issuance by the City of a temporary certificate of use and occupancy for the Project, or (c) the issuance by the City of a final certificate of occupancy for the Project whichcver comes first. The price to be paid to thc City for the remaining TOR's has been dctermined by the City to be the Indebtedness, This Promissory Note is further secured by a Security Agreement executed simultaneous herewith. If this Note is not paid promptly on the Maturity Date in accordancc with its terms ancl is placed in the hands of an attorncy for collection. Maker agrees to pay all reasonable attorney's fees and thc costs and expenscs of collection of this Note incurred by Payee. Maker covenants and agrees that time is of the essencc for payments due uncleI' this Note. All agrcements between Maker and Payee, whether now existing or subsequently arising and whether written or oral, are expressly limited so that, in no contingency whatsoever, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid or agreed to be paicl to Payee pursuant to the terms of this Note or otherwise or for the paymcnt or Exhibit "A" MIAMI 1343042,2 7442013896 performance of any covcnant or obligation containcd in this Note or in any other document evidencing, securing or pertaining to the indebtedness evidenced by this Note exceed the maximum amount permissible under applicable law, If, li'om any circumstance whatsoever, fulfillment of any provision of this Note or other document, at the time performance of such provision shall be due, shall involve exceeding the maximul11 amount permissible by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit validly allowed by law. If Payee shall ever receive, as interest or otherwise, an amount which would exceed the highest lawful rate of interest, such amount which would be excessive ,interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other principal indebtedness of Maker to Payee and not to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of this Note and such other indebtedness, such excess shall be refunded to Maker. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Maker and Payee, This Note shall be prepayable, in whole or in part, at any time and from time to time without premium or penalty at the sole option of the Maker, with the amount of the prepayment being credited first in respect of accrued but unpaid interest and second in respect of principal. No invalid provisions of this Note shall affect or impair any other provision, Maker and each endorser, surety and guarantor acknowledge receipt of a completed copy of this Note. MAKER AND PAYEE, EACH AFTER CONSULTATION WITH FLORIDA COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EACH MAY HAVE TO A TRIAL BY .fURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE, OR THE TRANSACTIONS OR OBLIGATIONS UNDER WHICH THIS NOTE WAS DELIVERED, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING TO THIS NOTE. MAKER AND PAYEE EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL INDUCEMENT TO PAYEE'S ACCEPTANCE OF nIls NOTE AND MAKER AGREEING TO TERMS OF TI'IIS NOTE. No amendment, modification, waiver or discharge of this Note, or any provision of this Note, shall be valid or effective unless in writing and signed by Payee and Maker. This Note shall be construed in accordance with the internal laws of the Statc of Florida, cxclusive of its choice of law principles, and any suit, action or proceeding arising out of or relating to this Note must be commenced and maintained in a court of competent subject matter jurisdiction in Miami-Dade County, Florida and Maker consents to such jurisdiction and venue and waives all objections (including, without limitationJol'lIl11non conveniens) thereto. [Signaturcs on following pagc.1 MIAMI 1343042,2 74420138962 MAKER: Regalia Holdings, LLC, a Florida limited liability company 8y: Jerold M. Kaufman, Managing Member MIAMI 1343042,2 74420 I 38963 ~, SECURITY AGREEMENT 1. Grant. On this day of June, 2007, Regalia Holdings LLC, a Florida limited liability company, with its principal place of business at 7620 Coquina Drive, North Bay Village, Florida 33141 (hereinafter called "Debtor"), for valuable consideration, receipt whereof is acknowledged, grants to City of Sunny Isles Beach, a political subdivision of the State of Florida, 18080 Collins Avenue, Sunny Isles Beach, Florida (hereinafter called "Secured Party") a security interest in, and mortgages to Secured Party, the following described property and interests in property of Debtor (hereinafter called the "Collateral"): 15,538 square feet of Transferable Development Rights (TOR's) Issued by the City of Sunny Isles Beach, to secure payment of the following obligations of Debtor to Secured Party (all hereinafter called the "Obligations"): (I) All obligations and liabilities of Debtor to Secured Party (including without limitation all debts, claims and indebtedness) whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or payable, however evidenced, created, incurred, acquired or owing and however arising, or by oral agreement or operation of law or otherwise, 2. Warranties and Covenants of Debtor, Debtor warrants and covenants that: (a) Except for the security interest granted hereby and the security interest granted to the City of Sunny Isles Beach, Debtor is the owner of the Collateral free from any adverse lien, security interest or encumbrance; and Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, (b) No Financing Statement covering any of the Collateral or any proceeds thereof is on file in any public office, except in favor of the City of Sunny Isles Beach.. The Debtor shall immediately notify the Secured Party in writing of any change in name, address, identity or corporate structure from that shown in this Agreement and shall also upon demand furnish to the Secured Party such further information and shall execute and deliver to Secured Party such financing statements and other documents in form satisfactory to Secured Party and shall do all such acts and things as Secured Party may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Obiigations, subject to no adverse liens or encumbrances; and Debtor will pay the cost of filing the same or filing or recording this agreement in all public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable, A carbon, photographic or other reproduction of this agreement is sufficient as a financing statement. (c) Debtor will not sell or offer to sell, assign, pledge, lease or otherwise transfer or encumber the Collateral or any interest therein, without the prior written consent of Secured Party. (d) Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance and in good order and repair, shall not waste or destroy the Collateral or any part thereof, and shall not use the Collateral in violation of any statute, ordinance or policy of insurance thereon. (e) Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Agreement or upon any note or notes evidencing the Obligations. 3. Events of Default. Debtor shall be In default under this agreement upon the occurrence of any of the following events or conditions, namely: (a) default in the payment or performance of any of the Obligations or of any covenants or liabilities contained or referred to herein or in any of the Obligations; (b) any warranty, representation or statement made or furnished to Secured Party by or on behalf of Debtor proving to have been false in any material respect when made or furnished; (c) loss, theft, substantial damage, destruction, sale or encumbrance to or any of the Collateral, or the making of any levy, seizure or attachment thereof or thereon; (d) dissolution, termination of existence, filing by Debtor or by any third party against Debtor of any petition under any Federal bankruptcy statute, insolvency, business failure, appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by, Debtor: or (e) the occurrence of an event of default in any agreement between Debtor and/or Secured Party and the City of Sunny Isles Beach.. 4. Remedies. UPON DEFAULT AND AT ANY TIME THEREAFTER, SECURED PARTY MAY DECLARE ALL OBLIGATIONS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OF FLORIDA, including without limitation the right to take immediate and exclusive possession of the Collateral, or any part thereof, and for that purpose may, so far as Debtor can give authority therefor, with or without judicial process, enter (if this can be done without breach of the peace), upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom (provided that if the Collateral is affixed to real estate, such removal shall be subject to the conditions stated in the Uniform Commercial Code of Illinois); and the Secured Party shall be entitled to hold, maintain, preserve and prepare the Collateral for sale, until disposed of, or may propose to retain the Collateral subject to Debtor's right of redemption in satisfaction of the Debtor's Obligations as provided in the Uniform Commercial Code of Illinois, Secured Party without removal may render the Collateral unusable and dispose of the Collateral on the Debtor's premises, Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party for possession at a place to be designated by Secured Party which is reasonably convenient to both parties, Unless the Collateral is periShable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor at least 5 days' notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Debtor shown at the beginning of this agreement at least ten days before the time of the sale or disposition. Secured Party may buy at any public sale. The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorney's fees and legal expenses incurred by 2 Secured Party, shall be applied in satisfaction of the Obligations secured hereby, The Secured Party will account to the Debtor for any surplus realized on such disposition and the Debtor shall remain liable for any deficiency, The remedies of the Secured Party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code of Illinois shall not be construed as a waiver of any of the other remedies of the Secured Party so long as any part of the Debtor's Obligation remains unsatisfied, 5. General. No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion. All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns; and all obligations of Debtor shall bind its successors or assigns, If there be more than one Debtor, their obligations hereunder shall be joint and several. This agreement shall become effective when it is signed by Debtor. All rights of the Secured Party in, to and under this agreement and in and to the Collateral shall pass to and may be exercised by any assignee thereof. The Debtor agrees that if the Secured Party gives notice to the Debtor of an assignment of said rights, upon such notice the liability of the Debtor to the assignee shall be immediate and absoiute, The Debtor will not set up any claim against the Secured Party as a defense, counterclaim or set-off to any action brought by any such assignee for the unpaid balance owed hereunder or for the possession of the Collateral, provided that Debtor shall not waive hereby any right of action to the extent that waiver thereof is expressly made unenforceable under applicable law, If any provision of this agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. Secured Party: Debtor: By: Its: By: Its: Managing Member 3 UQC FINANCING STATEMENT FOLlow INSTRUCTIONS front an<1 back\ CAREFULLY A. ~AME & PHONE OF CONTACT AT FIL.eR loptional] B. SEND ACKNOWLEOOMENT TO: (Name and Address) r;ans OUinot, Esq. City Atto,ncy City of Sunny Isles Beach 18080 Collins A vculIe Sunny Isles Beach, FL 33160 I L -.J THE ABOVE SPACE IS FOR FILING OFFICE USE ONI.. Y 1. O"EBTOR'S EXACT FULL LEGAL NAME .1r'iSertonly201 deblo,narno (laor 1bJ.donotaUbrf..1ate orcomblne name~ "'P. ORGANIZATION'S N"ME Re alia Boldin ss LLC OR'lb.(NDIVIDUAL'SLASTNAME MIDDLE NAME SUFFIX Ie. MAIUNGADDRESS CITY STATE POSTAL CODE COUNTRY ld. S[:!=IN~TRlJCTION~ 1#!. TYPE QF ORGANIZATlOt1 FL 33141 USA 111 ORGANIZATIONAL lOll, ,f ""y NONE 2a. ORGAfI:IZATIONS NAME OR 2b.INDJvIDUAL'$ LAST NAME FIRST NAME MIDDLE NAME SUFfiX " AILING ADDRESS CITY STATE TPOSTAL CODE COUNTRY 2d. g'E"INSTRUCTIONS I fDD'L INfO REJ 12". TYPE OF ORGANIZATION 2'. JURISDICTlOr~ OF ORGANIZATION 2g. ORGANIZATIONAL II) II. I! any g~~;O~ZATlON I I I nNONE 3 S ~C URED PARTY'S NAMe (or NAMEoITOTAlASSIGNEEol ASSIGNOR 5IPI.,nseltollly Q.!J.S~ec"'edp~rtyn~m6t3aor Jb) 3a. ORGANIZATk)N'S NAME OR 'Citv of Sunnv Isles Beach, a political subdivision of the State of Florida ~b. INDIVIDUAl'S LAST NAME f'lRST NAME MIDDLE NAMe S'JFFIX Je. MAilING ADDRESS CITY STATE IPOSTAL CODE COUNTRY 18080 Collins Avenue Sunnv Isles Beach FL 33160 usa 4. "ihls FINANCING STATEMENT covers the followm collateral: lS,~38 square feef of Transferable Development Ri~hls (TDR's) issued hy the City of SunllY Isles ncach 5. Al,TERNATIVE DESIGNATION if a pJicablo 6. ThIS FINANCiNG STATEMENT is to e I cd 8, OPllONAl FILER REFERENCE DATA lESSEEfLI:SSOR CONSIGNEEfCONSIGNOR BAILEE/BArlOR SELLER/BUYER or record (Or recorded) ir.lhe REAL 7, Chec~ 10 REQUEST SEA H E OR ( .> on Deblor{s) II il lic~ble <) hOn~1 ^G UEN NON.UGC FlUNG All DetMrs Deb/OIl DeblOfl International Association of Commercial Administrators (IACA) FILING OFFICE COPY - UCC FINANCING STATEMENT (FORM UCC1) (REV. OS/22/02) Instructions forUCC Financing Statement (Fonn UCC1) Pte~se type or laser-print this form. Be sure it is completely legible. Read art Instructions, especially Instruction 1; correct Debtor name (s crucial. Follow : Instructions completely. Fill i~ form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing orrico cannol give legal advice, Do ~ot Insert anything in the open space in the upper portion of this form; Ills reserved for filing africe use. Whenproperlycompleled, send Filing Office Copy, with required fee, toWing oFfice. lfyouwantanacknowledgmenl. complete item Band, ifliling in a filing office that returns an acknowledgmenl copy furnished by mer, you may also send Acknowledgment Copy; otherwise detach. lfyouwantlo make a search request, complete item 7 (arler reading Instruction 7 below) and send Search Report Copy, otherwise detach, Always detach Deblorand Secured Party Copies. Ifyqu need 10 use attachmenls, you are encouraged to use either Addendum (Form UCC1Ad) or Additional Party {Form UCC1APj, A, Tp assist filing offices that might wish to communicate with riler, filer may provide information in item A. This item is optional. B, C~mplele item B If you want an acknowledgment sent to you. If filing in a riling office that returns an acknowledgment copy furnished by riler, present : simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1. : Debforname: Enteronlvone Debtor name In item 1 ,an organization's name (1 a) Q! an Individual's name (1 b). Enter Deblor's exact rullleaal o.g,m.Don'tabbreviate. 1a. .~tJon Debtor. .Organization" means an entlly having a legal idenlilyseparate from its owner. A partnership Is an organization; a sole : proprietorship is not an organization, even If it does business under a : trade name. If Debtor Is a partnership, enter exact full legal name of : partnership; you need not enler names of partners as additional Debtors. If Debtor Is a registered organization (e.g., corporation, limIted partnership, limited liability company), It is advisable to examIne Debtor's current fired charter documents to determine Debtor's correct name, organization Iype, and lurisdlclion of organization. 1b. :Individual DelU2.t "Individual" means a nalural person; this includes a sole proprietorship, whether or nol operating undera trade name. Dan', use prefixes (Mr., Mrs., Ms,), Use suffix box only for tilles of lineage (Jr,. Sr.. 111) and not for other su(fixes or titles (e.g., M.D.). Use married woman's personal name (Mary Smith, not Mrs. John Smith). Enler individual Debtor's family name (surname) in Last Name box, firsl given name in Flrsl Name box, Bnd all addilionalglven names In Middle Name box, IFor both oraanization and Individual Debtors; Don't use Deblor's trade :name, DBA, AKA, FKA, Division name, etc. in place of or combined wilh :Debtor's legal name; you may add such other names as additional :Debtors iryou wish (but this is neither reqUired nor recommended). 1 c. An address is always required for the Debtor named in 1 a or 1 b. 1 d. Reserved for Financing Statements to be filed in North Dakota or South .Dakota~. If this Financing Statement is to be filed in North Dakota ;or South Dakota, the Debtor's taxpayer identification number (tax 10#) - social security number or employer identification number must be placed in this box. le,f,g. "Additional information re organization Oebto( is always required, Tvpe of organizatlon and Jurisdiction of organization as well as !Debtor's exact legal name can be determined from Debtor's current :filed charter document. OrganizatlonallD #, if any, Is assigned by the agency where the charIer document was. flied; this is ditrerent from iax 10 #; this should be entered preceded by the 2-character U.S. Postal Jdent1rlcallon of state of organization if one of the United States '(e.g.. CA12345, (or a California corporation whose organtzationallD 'tI is 12345); jf agency does not assign organizallonallD #, check box In item 1 g indicating "none." NotellfDebtor is a trust or a trustee acting with respect to property held In trust, enter Deblor's name in item 1 and attach Addendum (Form UCC1Ad) and chec~ appropriale box in item 17, If Debtor Isa decedent's estate, enter name ofde~easedindlvldual in item 1 b and attach Addendum (Form UCC 1 Ad) and check appropriale box In item 17. If Debtor Is a lransmitting utility or this Financing Statement is filed in connection with a Manufactured-Home TranSaction or a Public-Finance TransactIon as defined in applicable Commercial Code, attach Addendum (Form UCC 1 Ad) and cheCk appropriate box in item 18, 2. If an additional Debtor is Included, complete item 2, determined and formalted per Instruction 1. To Include further additional Debtors, attach either Addendum (Form UCC1Adj or Additional Party (Form UCC1APl and follow Instruction 1 for determining and formatting additional names. 3, Enter Informal Ion for Secured Party or Total Assignee, determined and formallcd per Instruction 1. To include fulther additional Secured Parties, attach either Addendum (Form UCC1Ad) or Additional Party (Form UCC 1AP) and foUowlnslrucllon 1 for determining and formalting additional names. It there has been a total assIgnment of Ihe Secured Party's Interest prior to filing this form, you may either (1) enter Assignor SIP's name and address in item 3 and file an Amendment (Form UCC3) (see Item 5 of thaI forml: or (2) enter Total Assignee's name and address in item 3 and, if you wish, also attaching Addendum (Form UCC1Ad) giving ASSignor SIP's name and address in item 12. 4, Use item 4to indicate the collateral covered bylhis Financing Statement. If space in item 4 is insufficient, pulthe entire collateral description or continuation of the collateral description on either Addendum (Form UCC 1 Ad) or other attached additional page(s). 5. If Iller desires (alliler's optIon) 10 use litles of lessee and lessor, or consignee and consIgnor, or seller and buyer (In the case of accounts or chattel paper), or bailee and bailor Instead of Deblor and Secured Party, check the appropriate box in item 5. If Ihis is an agricultural lien (as defined in applicable Commercial Code) filing or Isolherwise nol a UCC security inlerest filing (e.g., a tax lien, judgment lien, etc.), check the appropriate box in item 5. complete items 1-7 85 applicable and attach any other items required under other law. 6. If this Financing Statement is flied as a tbdure filing or if the collateral consists 01 timber to be CUI or as. extracted collateral, complete [tems 1. 5, check the boxin item 6, and complete the required information (Items 13,14 andlor 15) on Addendum (Form UCC1Ad). 7. This item is optional. Check appropriate boxln Ilem 710 request Search Report(6) on all or some of the Debtors named in this Financing Slatemen!. The Report will list all Financing Statements on file against the deSignated Debtor on the date of the Report, including this FInancing Statement. There is an additional fee for each Report, If you have checked a box in item 7. rile Search Report Copy together with Filing Officer Copy (and Acknowledgmenl Copy). Note: Not all states do searches and 1'101 all states will honor a search request made via this form; some slales require a separate request form. 8. This item Is optional and is for filer's use only. For flter's convenience of reference, filer may enter in Item B any Idenllfying Information (e,g.. Secured Party's loan number,law firm file number, Debtor's name or other identification, state In which lorm Is being filed. etc.) that filer may find useful. e:;. Bilzin Sumberg ATT ORNEYS AT l.AW ~ ~ , 1 Brian S. Adler, Esq. Tel 305,350,2351 Fax 305.351.2206 badler@bilzln,com May 31,2007 ~, -j VIA E-MAIL Hans Ottinot, City Attorney City of Sunny Isles Beach 18070 Collins Avenue, 4th FL Sunny Isles Beach, FL 33160 " ""..R(!: , ,Reg~li~: 1~50!5C()lIjns Avenue, Sunny Isles Beach! Floridll ("Property") Dear Mr. Ottino!: LETTER OF UNDERSTANDING : This firm represents Regalia, LLC ("Regalia"). Pursuant to your conversation yesterday with Stanley Price, please allow this letter to confirm our client's proposal regarding the proposed building permit for the development known as the Regalia Project. j Pursuant to City of Sunny Isles Beach Resolution No. 06-2-102, the City granted a modification to a previously approved site plan for the Property, As part of the original approval for the development of the Property, the City adopted Resolution No. 03-2-75, which granted preliminary approval for the transfer of 54,385 square feet of Transferable Development Rights ("TORs") from the City of Sunny Isles Beach at the total price of $4,500,206,86. In accordance with Resolution 2006-891, Regalia Is required to pay the total price for the TDRs at the time of pulling the building permit. Regalia is in the process of pulling a building permit for the Regalia development. As part of negotiated agreement with the City, Regalia has agreed to pay for 38,847 square feet of TDRs at the time of pulling the building permit as this is the actual amount of TDRs being utilized as part of the development of the Property. Regalia further agrees to pay the remaining 15,538 square feet of TDRs prior to October 1, 2008 or prior to the issuance of a TCO or final CO on the property, whichever comes first. The price for remaining TDRS Is determined by the City to be $1,285,614.12. From the date of issuance of the building permit, the outstanding payment shall accrue interest at an annual percentage rate of 7% per annum. Additionally, Regalia, LLC will work with the City to reserve an easement, If feasible, and if not in violation of other agreements to which Regalia, LLC or its related entities is a party, for the location of Wi-Fi services for the City. The terms of any such easement would be set forth " MIAMI 1338841.77442013896 BILZIN SUMBERG BAENA PRICE & AXELROD LLP 200 S, Blscayne Boulevard, Sulle 2500, Miami, FL 33131 .5340 T.1305,374,7580 Fax 305.374.7593 W\\lw.bilzin.com Hans all/not May 31, 2007 Page 2 = = l under a separate document. Finally, Regalia, LLC shall provide a corporate guarantee for the payment of the remaining TORs, It is understood that this agreement is subject to approval of the City Commission. It is also understood that the City has the right to revoke any permit or zoning approval for failure to comply with this agreement. l Should the following accurately represent the terms of your understanding of this agreement, kindly execute the below where indicated and return a copy of this letter to me so that we may draft the requisite instruments, Thank you for your attention to the foregoing. SincerelY, ~ ~ Attorneys for Regalia, LLC BSAlka The above sets forth the terms of the understanding between Regalia, LLC and the City of Sunny Isles Be ch, 'da, subject to approval by the City Commission of the City of Sunny Isles B c. cc: Jerry Kaufman - MIAMI 1338841.77442013896 t::..~ BILZIN SUMBERG BAENA PRICE & AXELROO LLP .. TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax (305) 947-2150 Building Department (305) 947-5107 Fax City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Roslyn Brezin, Commissioner Gerry Goodman, Commissioner Danny Iglesias, Commissioner A. John Szerlag, City Manager Hans Ottinot, City Attorney Jane A. Hines, CMC, City Clerk MEMORANDUM Hans Ottinot, City Attorney Priscilla Walker, CMC, Deputy City Clerk Q~ June 26, 2007 Approval of Modification of to Regalia TDR Resolution (R2006-891) At its regular meeting of June 21, 2007, the City Commission adopted Resolution No. 2007- 1121, which approved a modification to the Regalia TDR resolution, inclusive of a new payment schedule. It is agreed that the City Attorney's Office will secure the Maker's/Debtor's signature on the documents and then forward the signed documents to the Office of the City Clerk for further processing. Attached are two original copies of the documents to assist you in this regard. Thank you. /pw Attachments Regalia Modified Payment Schedule Reso Memo ,- TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue, Suite 250 Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax (305) 947-2150 Building Department (305) 947-5107 Fax City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Gerry Goodman, Commissioner Roslyn Brezin, Commissioner Danny Iglesias, Commissioner A. .John Szerlag, City Manager Hans Ottinot, City Allorney ,Jane A. Hines, CMC, City Clerk MEMORANDUM The Honorable City commissi~ Hans Ottinot, City Attorney tfr'\ - June 7, 2007 Proposed modification to Resolution No. 2006-891 RECOMMENDATION: This proposed modification to Resolution No. 2006-891 is presented for your consideration and approval. REASONS: Pursuant to Resolution No. 03-Z-75, the City Commission approved the application submitted by La Mansion, LLC, for the transfer of development rights ("TDRs") for 54,385 square feet of floor area to the receiving site located at 19505 Collins A venue. The developer of the receiving site, Regalia, LLC, agreed to purchase the TDRs from the City at the total price of $4,500,206.86 in accordance with Resolution No. 2006-891. In accordance with Resolution No. 2006-891, Regalia, LLC, is required to pay the above stated amount upon issuance of the building permit. However, as part of a proposed agreement with the City, Regalia, LLC, agrees to pay for 38,847 square feet of TDRs upon issuance of the building permit, as this represents the actual number of TDRs used to develop the condo~inium project. Regalia, LLC, further agrees to pay the remaining 15,538 square feet of TDRs 'pi-ior to 1) October 1, 2008, or 2) issuance of a temporary certificate of occupancy, or 3) issuance of final certificate of occupancy, whichever event occurs first. The City has determined the price of the remaining TDRs to be $1,285,614.12. Regalia, LLC, has agreed to provide a corporate guarantee for the remaining TDRs. Regalia, LLC, agrees that, upon issuance of the building pemlit, the outstanding payment amount shall accrue interest at the annual percentage rate of 7%. Finally, .. Regalia, LLC, agrees to provide, if feasible, the City with a wireless infrastructure ("wifi") easement on the property, allowing the City to provide wireless telecommunications services to the public. Agenda Item Date Memo re: modification to Resolution No, 2006-891 June 7, 2007 Page 2 The proposed modification to Resolution No. 2006-891 will allow Regalia, LLC, and the City to proceed in accordance with the above stipulated terms and conditions. HO/fa