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HomeMy WebLinkAboutReso 2007-1158 RESOLUTION NO. 2007- II:;)? A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA; APPROVING A MODIFICATION TO RESOLUTION NO. 2005-859 TO PROVIDE MANSIANA OCEAN RESIDENCES, LLC. WITH A PAYMENT SCHEDULE REGARDING TRANSFER OF DEVELOPMENT RIGHTS (TDRS) IN THE AMOUNT OF 63, 820 SQUARE FEET OF FLOOR AREA; APPROVING A PROMISSORY NOTE BETWEEN THE CITY OF SUNNY ISLES BEACH AND MANSI ANA OCEAN RESIDENCES, LLC., ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY MANAGER AND CITY ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, by Zoning Resolution No. 05-Z-98, adopted November 17, 2005, the City Commission approved the transfer of development rights ("TDRs") application submitted by Mansiana Ocean Residences, LLC. ("Applicant") for the transfer of 63,820 square feet of TDRs; and WHEREAS, the Applicant agreed to purchase TDRs in the amount of 63,820 square feet of floor area from the City's TDR Bank in the amount of five million one hundred fifty six thousand seventeen dollars 80/1 00 ($5,156,017.80) to develop the TDR receiving site generally located at 15701 Collins A venue, Sunny Isles Beach and referred to as Solis Resort, Spa & Residences; and WHEREAS, the Applicant has paid a ten percent (10%) deposit 111 the amount of $515,601.00 for the TDRs; and WHEREAS, Resolution No.2005-859 required the Applicant to pay the remall1ll1g balance of $4,640,416.80 at the time of pulling the building permit; and WHEREAS, the Applicant has agreed to pay fifty percent (50%) of the remall1l11g balance upon the issuance of the building permit; and WHEREAS, the Applicant has agreed to pay the remaining fifty percent (50%) within 60 days of the issuance of the building permit. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The foregoing recitals are true and correct are incorporated herein by reference as if they fully set forth herein. Approval of Promissory Note Mansiana, Ocean Residences, LLC Section 2. Approval of Modification. The City Commission hereby approves a modification to Resolution No. 2005-859, passed and adopted by the Commission on November 17, 2005, to required payments based on the terms and conditions reflected in the promissory note attached hereto as Exhibit "A". Section 3. Approval of Promissory Note. The City Commission hereby approves the terms and conditions reflected in the attached promissory note. Section 4. Authorization of the City Attorney and 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 20111 day of September 2007. ATTEST: ~J +t~ Jane A. Hines, CMC, City Clerk APPROVED AS TO FORM AND LEG C NCY: Moved by: \!, <:.A. Ma..l~pl/ l1t~<ciC Seconded by: C..D ~ 1) Rcr..21~ Vote: 4-0-\ Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Iglesias - ~S~ v (Yes) ~(Yes) \/(Yes) !/1Y es) _(Yes) _(No) (No) (No) _(No) _(No) Approval of Promissory Note Mansiana, Ocean Residences, LLC 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 City Clerk August 22, 2007 Mr. Daniel Tantleff Portfolio Director Solis Resort, Spa & Residences 15701 Collins Avenue Sunny Isles Beach, FL 33160 Re: Solis Resort, Spa & Residences Dear Mr. Tantleff: This is to acknowledge receipt of the attached letter regarding payments of required building fees related to the above-referenced development project. In the attached letter, you agreed to pay all associated fees required to pull a building/foundation permit with the exception of full payment for transfer of development rights (TDRs) that were approved pursuant to Resolution No. 05-Z-98, adopted on November, 17,2005. With respect to the TDRs payments, you have agreed to pay fifty (50%) of the remaining balance minus the ten percent (10%) deposit. This amount is $4,460.416.80, Thus, you have agreed to pay approximately $2.3 million dollars at the time of issuance of the building permit. You have also agreed to pay the remaining fifty percent (50%) within sixty (60) days of tile issuance of the aforementioned permit. You have agreed to pay five percent (5%) interest on the remaining balance. The interest payment is due at the time of full payment. Notwithstanding the foregoing, if full payment is received within five (5) days, no prepayment penalties will be added. Please note that this agreement is subject to the approval of the City Commission at the next regular commission meeting. Also, please note that the City reserve the right to revoke any permit issued if full payment for the TDRs is not received within the specified time-frame, If you are in agreement with this letter, please acknowledge your agreement by signing below, Thank you for cooperation in this matter. / Attachment. Read and Accepted: ~;~ff'~' Cc: The Honorable City Commission A, John Szerlag , City Manager Jorge Vera, Asst. City Manager Doug Haag, Asst. City Manager Clay Parker, Building Official PROMISSORY NOTE ,2007 FOR VALUE RECEIVED, the undersigned, Mansiana Ocean Residences, LLC, a Florida limited liability company ("Maker"), promises to pay to the order of the City of Sunny Isles Beach, a political subdivision of the State of Florida ("Payee" or the "City"), at 18070 Collins Avenue, 4th Floor, Sunny Isles, Beach, FL 33160 or at such other office as Payee may from time to time designate, the principal sum of Two Million Three Hundred Twenty Thousand Two Hundred Eight Dollars and Forty Cents ($2,320,208.40) (the "Indebtedness"), together with interest from the date of issuance of the Permit (as hereinafter defined), at the rate of five percent (5%). Interest shall accrue monthly on the Indebtedness. All payments made on this Note shall be applied by Payee first to the payment of accrued and unpaid interest and thereafter to the reduction of the Indebtedness. The Indebtedness and accrued and unpaid interest thereon shall be due and payable on the Maturity Date (as hereinafter defined). If Maker fails to pay the Indebtedness, the Payee shall have the right to revoke the Permit or zoning approval. Pursuant to City Resolution No. 05-2-98, the City granted a moditication to a previous site plan for the Maker's project known as the Solis, Spa & Residences and located at 15701 Collins A venue, Sunny Isles Beach, Florida (the "Project"). As part of the approval for the Project, the City granted preliminary approval for the transfer of 63,820 square feet of Transferable Development Rights ("TDR's") from the City for a total purchase price of $5,156,017.80. In accordance with City Resolution 2005-859, Maker is required to pay the total price for the TDR's at the time of obtaining a building permit for the Project (the "Permit"). Maker has paid a ten percent (10%) ($515,601.00) deposit from the total purchase price. The balance of the purchase price is currently $4,640,416.80. Maker obtained the Permit from the City for the Project. As part of a negotiated settlement with the City, Maker has agreed to pay for fifty percent (50%) of the balance of the purchase price at the time of the issuance of the building permit. Maker has agreed to pay for the remaining balance of $2,320,208.40 within sixty (60) days of the date of issuance of the building permit (the "Maturity Date") The remaining balance has been determined by the City to be the Indebtedness. The date of the issuance of the building permit is August 22,2007. If this Note is not paid promptly on the Maturity Date in accordance with its terms and is placed in the hands of an attorney for collection, Maker agrees to pay all reasonable attorney's fees and the costs and expenses of collection of this Note incurred by Payee. Maker covenants and agrees that time is of the essence for payments due under this Note. All agreements 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 paid to Payee pursuant to the terms of this Note or otherwise or for the payment or performance of any covenant or obligation contained in this Note or in any other document evidencing, securing or pertaining to the indebtedness evidenced by this Note exceed the Promissory Note - Mansiana, LLC Exhibit "A" maximum amount permissible under applicable law. If, from 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 maximum 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. The note shall terminate upon payment in full. 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, KNOWTNGL Y, VOLUNT ARIL Y AND INTENTIONALL Y WAIVE ANY RIGHT EACH MA Y HAVE TO A TRIAL BY JURY TN 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 THIS NOTE AND MAKER AGREEING TO TERMS OF THIS NOTE. No amendment, modification, waiver or discharge of this Note, or any provision of this Note, shall be valid or effective lInless in writing and signed by Payee and Maker. This Note shall be construed in accordance with the internal laws of the State of Florida, exclusive 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 sllch jurisdiction and venue and waives all objections (including, without limitation,fcmm1 non conveniens) thereto. ISignatures on following page.1 Promissory Note - Mansiana, LLC 2 MAKER: Mansiana Ocean Residences, LLC, a Florida limited liability com y / () ~. By: I~ lexander Forkosh Managing Member Promissory Note - Mansiana, LLC 3 ~~_" ,r----........, TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33 160 (305) 947-0606 City Hall (305) 949-3 II 3 Fax (305) 947-2150 Building Department (305) 947-5 I 07 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 V ~ September 25,2007 Approval of Modification of Resolution No. 2005-859 At its regular meeting of September 20, 2007, the City Commission adopted Resolution No. 2007-1158, which approved a modification of Resolution No. 2005-859 to provide Mansiana with a payment schedule regarding TDRs. Attached is a copy of the approving legislation and two original agreements to assist you in processing this item with the maker. Thank you. /pw cc: Anice Paul, Finance Department Administrative Assistant Mansiana Payment Schedule Modification Memo