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HomeMy WebLinkAboutReso 2007-1168 I RESOLUl1ION NO. 2007-J.J..k.f A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AMENDING RESOLUTION NO. 2007-1158 TO EXTEND THE TIME FOR PAYMENT OF TRANSFER OF DEVELOPMENT RIGHTS ("TDRS") BY MANSIANA OCEAN RESIDENCES, LLC, (COMMONL Y KNOWN AS THE SOLIS DEVELOPMENT PROJECT); APPROVING THE FIRST. AMENDMENT TO PROMISSORY NOTE ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY MANAGER AND THE CITY ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING AN EFFECTIVE DATE. WHEREAS, by Resolution No. 2007-1158, adopted on September 20, 2007, the City Commission agreed to extend the time for payment of TDRs by Mansiana Ocean Residences, LLC ("Mansiana"); and WHEREAS, Mansiana has requested another extension of time to make the payment that is required in accordance with the promissory note as approved pursuant to Resolution No. 2007- 1158; and WHEREAS, the City Commission wishes to grant the request for extension of time to make the necessary payment. 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. Section 2. Amending Resolution No. 2007-1158. The City Commission hereby amends Resolution No. 2007-1158 to extend the deadline for payment of TDRs by Mansiana Ocean Residences, LLC. Section 3. Approval of the First Amendment to Promissory Note. The City Commission hereby approves a First Addendum to the Promissory Note attached hereto as Exhibit "A". Section 4. Authority of the City Manager and City Attorney. The City Manager and the City Attorney are hereby authorized to do all things necessary to effectuate the terms of this Agreement. Section 5. Effective Date. This Resolution will become effective upon adoption. Amending Mansiana Reso 2007-1158 Page I of2 PASSED AND ADOPTED this 18th day of October 2007. .' , ." . ...~.. .,ST: .~ ',' . A .' , "' .. '.. .. . , _.- /' . ., I ~ \ .. . Jaf1e:A. Hines, CMC; City Clerk . t '; / " (~ ~ ~.~'"" . ". 'o' '. 1:- Moved by: Co~ I(bLcc.s:"t\S"' Co~ g1(~.:2.11U Seconded by: Vote: 5-0 Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Iglesias -----LL(Y es) ~Yes) V(Y es) ~es) _(Yes) _(No) _(No) _(No) (No) _(No) Amending Mansiana Reso 2007-1158 Page 2 of2 OF 5Ut-l FIRST ADDENDUM TO PROMISSORY NOTE BETWEEN MANSIANA OCEAN RESIDENCES~ LLC~ A FLORIDA LIMITED LIABILITY COMP ANY~ AND THE CITY OF SUNNY ISLES BEACH THIS FIRST ADDENDUM TO THE PROMISSORY NOTE BETWEEN MANSIANA OCEAN RESIDENCES, LLC, A FLORIDA LIMITED LIABILITY COMPANY, (THE "MAKER") AND THE CITY OF SUNNY ISLES BEACH, FLORIDA (THE "CITY"), attached to, and approved by, City Resolution 2007-1158 on September 20,2007. The City and Maker hereby agree as follows: 1. EXTENSION OF TIME The balance of the Promissory Note shall be due and payable by the Maker no later than December 31, 2007. (.,,375% 2. INTEREST RATE The Promissory Note shall accrue interest at the rate of 7//5%. This rate shall commence accruing on August 22, 2007. ." 3. ADDENDUM CONTROLS The provisions of this Addendum shall control over any conflicting provisions of the Promissory Note attached to, and approved by, City Resolution 2007-1158 on September 20, 2007, or any other written document. IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. W TNESSES:~ rj , . ,/ , /\ MANSIANA OCEAN RESIDENCES, LLC, A FLORIDA LIMITED LIABILITY COMPANY ATTEST r-:\;~ ff~.. Jane Hines, ~.M.C, City .Clerk \ " , , APPROVED AS TO FORM AND LEGAL SUFFI N (; C0708-001 NE 159TH STREET & NE 174TH STREET ROADWAY LIGHTING IMPROVEMENTS AGREEMENT 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 $4,640,416.80 at the time of pulling the building permit; and WHEREAS, the Applicant has agreed to pay fifty percent (50%) of the remall1l11g balance upon the issuance of the building permit; and WHEREAS, the Applicant has agreed to pay the remaining fifty percent (50%) within 60 days of the issuance of the building permit. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The foregoing recitals are true and correct are incorporated herein by reference as if they fully set forth herein. Approval of Promissory Note Mansiana, Ocean Residences, LLC Section 2. Approval of Modification. The City Commission hereby approves a modification to Resolution No. 2005-859, passed and adopted by the Commission on November 17, 2005, to required payments based on the terms and conditions reflected in the promissory note attached hereto as Exhibit "A". Section 3. Approval of Promissory Note. The City Commission hereby approves the terms and conditions reflected in the attached promissory note. Section 4. Authorization of the City Attorney and City Manager. The City Attorney and the City Manager are' hereby authorized to do all things necessary to effectuate the intent of this Resolution. Section 5. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 20th day of September 2007. ATTEST: ~f 4:~ Jane A. Hines, CMC, City Clerk ~/ APPROVE~ AS TO FORM AND LEG L C NCY: Moved by: V, C-l. M~oy l1ilCrt-crJC Seconded by: (JJ ~ ~ Rz..21tJ Vote: 4-0-\ Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Iglesias - ~$~ v (Yes) - . ~(Y es) \/(Yes) !/1Ves) _eVes) _(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 Szerlog City Manager Hans Ottinal 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 ackno\vledge 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%) orthe 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 the 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 offull 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 orthe 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 TORs is not received within the speci fied 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: ~D~fr.~ 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 ] 8070 Collins A venue, 4th Floor, Sunny Isles, Beach, FL 33] 60 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-Z-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 ] 570] Collins Avenue, 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 ("TOR'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 TOR's at the time of obtaining a building permit for the Project (the "Permit"). Maker has paid a ten percent (] 0%) ($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 temlS 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. Ie frol11 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 appl ied 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 beprepayable, 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, KNOWfNGL Y, VOLUNT ARIL Y AND INTENTION ALL Y WAIVE ANY RIGHT EACH MA Y HAVE TO A TRIAL BY JURY fN RESPECT OF ANY LITIGA nON ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE, OR THE TRANSACTIONS OR OBLlGA TIONS 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 unless 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 such jurisdiction and venue and waives all objections (including, without limitationJiJrum 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 111111111111111111111111111111111111111111111 This instnnnent prepared by: CFN 2009R0628760 OR Bk 26995 P,s 3116 - 3122; (7p,s) RECORDED 08/31/2009 10:18:3, HARVEY RUVIth ClEflK OF COURT MIAMI-DADE COUNTY, FLORIDA Hans Ottinot, City Attomey Office of the City Attorney 18070 Collins Avenue 4"' Floor SmUll' Isles Beach, Florida 33160 When recorded, retulll to: Jane Hines, City Clerk Office of the City Clerk City of SmUll' Isles Beach 18070 Collins Avenue 4'h Floor SmUll' Isles Beach, Florida 33160 (S ace Reserved for Clerk of Court) .:'wnCE OF MUNICIPAL LIEN AGAINST MANSIA]\!A OCEAN RESIDENCES, LLC, A FLORIDA LIMITED LIABILITY COMPANY, FOR UNPAID BUILDING PERMIT FEES (City of Sunny Isles Beach, Florida) Name of Owner Addressll, Miami-Dade COllll(V Legal AJiami-Dade neatioll of Dew'iption COlllltj' Property Total Amount CIlJ'relll~v Benefited Appraiser OlVing (as of AI/gust 27, Property Folio No. 2009) MANSIANA 15701 Lots 78 and the North Y, of Lot 31-2214-008-0030 $607,585.16 OCEAN Collins 77, Tatum's Ocean Beach Park RESIDENCES, Avenue, Subdivision recorded in PB 5 PG LLC,A SmUll' 35 of the Public Records of FLORIDA Isles Miami-Dade County, lying East LIMITED Beach, of the easterly boundal)' of Slate LIABILITY Florida, Road AlA Calk/a Collins COMPANY 33160 Avenue), Sunny Isles Beach, Florida :\ I, Douglas Haag, Assistant City Manager, Finance Division, of the City of Sunny Isles Beach, Florida, do hereby certify that Resolution No. 05-Z-98, passed and adopted by the City Commission of Sunny Isles Beach, ("City Commission"), on November] 7, 2005, approved the zoning application submitted by Mansiana Ocean Residence Residences, LLC, a Florida limited liability company, ("Mansiana"), for the transfer of development rights and site plan approval to permit the development of a multi-story condominium tower containing residential and hotel units on the property located at ]5701 Collins Avenue, Sunny Isles Beach, Florida, 33 ]60, subject to compliance with all conditions stated in said Resolution, including but not limited to payments of all transfer of development rights payments to the City, failing which, the City retains the right to revoke Mansiana's building permit. I further certify that Resolution No. 2007-] ]58 passed and adopted by the City Commission on September 20, 2007, approved a modification to Resolution No. 2005- 859, passed and adopted by the City Commission on November ]7, 2005, to provide Mansiana with an extended payment schedule regarding transfer of development rights payments, based on the terms and conditions reflected in the Promissory Note executed by Mansiana and attached to Resolution No. 2007-] ]58. A copy of the Promissory Note is attached hereto as Exhibit "A". I further certify that Resolution No. 2007-1168. passed and adopted by the City Commission on October ]8,2007, approved an amendment to Resolution No. 2007-] ]58 by extending the time for payment of transfer of development rights payments by Mansiana and also approved a First Addendum to the Promissory Note, requiring Mansiana to pay the balance of the Promissory Note plus interest no later than December 3], 2007. I further certify that Resolution No. 2008-] 2] L passed and adopted by the City Commission on January] 7, 2008, approved an amendment to Resolution No. 2007-] ]68 by extending the time for payment of the transfer of development rights payments by Mansiana, and by approving a Second Addendum to the Promissory Note for payment of the transfer of development rights payments, requiring Mansiana to pay the remaining balance of the Promissory Note plus interest no later than December 3],2008. I further certify that the City and Mansiana agreed to a third and final addendum to the Promissory Note for payment of the transfer of development rights payments, via letter agreement dated October 30, 2008. Under the revised payment schedule for transfer of development rights payments, Mansiana was required to pay $348,935.64 no later than December ] 5, 2008, and was also required to make subsequent monthly payments of $] 74,467.82 commencing January through September 2009, with payments being due no later than the] 5th day of each month. I do hereby certify that Mansiana has defaulted pursuant to the terms of the amended Promissory Note by failing to pay the outstanding building permit fees of $607,585.16 as of August 27,2009. This Municipal Lien shall be recorded in the Public Records of Miami Dade County, Florida, and shall constitute a lien against the property located at 15701 Collins Avenue, Sunny Isles Beach, Florida, and all other real property owned by Mansiana located within Miami Dade County, Florida. This Municipal Lien shall be coequal with the liens of all state, county, district and municipal taxes, and shall be superior in dignity to all other liens, titles, encumbrances and claims until paid. City of Sunny Isles Beach, Miami-Dade County, Florida J) \ Doug Haag, Assistant Cit Manager, Finance Division City of Sunny Isles Beach ]8070 Collins Avenue, Fourth Floor Sunny Isles Beach, Florida 33] 60 STATE OF FLORIDA COUNTY OF MIAMI-DADE THE FOREGOING INSTRUMENT was acknowledged before me on this d..~ day of August, 2009, by Doug Haag, who is personally known to me or has produced as identification. ......1111111.................................. "I JASMINE L. BARNES 1 ~ Com.... DD060895<1 ' : \l:f' =~=,1~,: "'....................................111.." . C,uu~1AL J.~ N'OTARY PUBLIC My commission Expires III \tI"Z.(),0 This instrument prepared by: HANS OTTINOT, CITY ATTORNEY ]8070 Collins Avenue Fourth Floor Sunny Isles Beach, Florida 33 ]60 Telephone: (305) 792-1702 Facsimile: (305) 792-] 562 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 thc City of Sunny Isles Beach, a political subdivision of the 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 Two Million Thrce Hundred Twenty Thousand Two Hundred Eight Dollars and Forty Cents ($2,320,208.40) (the "Indebtcdness"), together with interest from the date of issuance of the Permit (as hereinaftcr 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 accrucd and unpaid interest and thereafter to the reduction of the Indebtedness. The Indebtedness and accrued and unpaid interest thcreon 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 Rcsolution No. 05-Z-98, thc City grantcd a moditication to a prcvious site plan for the Maker's project known as the Solis, Spa & Residences and located at 15701 Collins A venue, Sunny Islcs 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 Transferablc Development Rights ("TOR'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 thc time of obtaining a building pcrmit for the Project (the "Permit"). Maker has paid a ten percenl (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 Pcrmit from the City for the Project. As part of a negotiated settlement with the City, Maker has agrecd to pay for fifty percent (50%) of the balance of the purchase price at the lime 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. ]1' 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 Payce. Maker covenants and agrccs that time is of the essence for payments duc under this Note. All agreements bctween Maker and Payee, whether now existing or subsequently arising and whether written or oral, are expressly limited so that, in no contingency whatsoevcr, 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 thc indebtedness evidcnced by this Note exceed the Promissory Notc - 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 I~lltilled 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 nOI 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 penally 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 notc shall terminate upon payment in full. No invalid provisions of this Note shall affect or impair any other provision. Maker and each endorser, surcty 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 MA Y HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AR]SING 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 PA YEE'S ACCEPTANCE OF THIS NOTE AND MAKER AGREEING TO TERMS OF THIS NOTE. No amendment, modification. waiver or discharge of this Notc, or any provision of this Note, shall be valid or effective unless in writing and signed by Payee and Makcr. This Note shall be construed in accordancc with the internal laws of thc 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 such jurisdiction and venue and waives all objections (including, without limitation,fiJr//l11 non conveniens) thereto. ISignatures on following page. I Promissory Note - Mansiana, LLC 2 OR BK 26995 PG 3122 LAST PAGE MAKER: Mansiana Ocean Residences, LLC, a Florida limited liability com y ~ By: lexander Forkosh Managing Member Promissory Note - Mansiana, LLC 3 City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 City Commission Norman S. Edelcup, Mayor Lewis J. Thaler" Vice Mayor Roslyn Brezin Commissioner Gerry Goodman Commissioner Danny Iglesias, Commissioner (305) 947-0606 City Hall (305) 792-1 565 Fax (305) 947-2150 Building Department A. John Szerlag, City Manager Hans Ottinot, City Attorney Jane A. Hines, City Clerk REVISED MEMORANDUM To: The Honorable Mayor and City Commission From: A. John Szerlag, City Manager Jorge L. Vera, Assistant City Manager/ Service Division Date: October 18, 2007 Re: Extension ofTDR payments RECOMMENDATION This resolution is presented for your consideration. REASONS Under resolution No. 2007-1158 the City Commission agreed to extend the time of complete payment for the TDRs by Mansiana Ocean Residences LLC ('Applicant') sixty days from the issuance of the building permit (Aug 22, 2007). The Applicant is now requesting to extend final payment until December 31, 2007. The balance of the promissory note is due on December 31, 2007, said balance on the promissory note shall accrue at an interest rate of 6.375% starting from August 22,2007. ~'E.y'\S~ Agenda Item l 0 ~ Date IO-l~-07 TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3/13 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~~ October 23, 2007 Approval of 1 st Amendment to Mansiana Payment Schedule Modification At its regular meeting of October 18,2007, the City Commission adopted Resolution No. 2007- 1168, which approved Addendum No.1 to the Mansiana Payment Schedule for 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 Mansiana Payment Schedule Modification Memo. Addendum