HomeMy WebLinkAboutReso 2008-1264
RESOLUTION NO. 2008- J2.kt./
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA; APPROVING AN OPTION
AGREEMENT IN SUBSTANTIALLY THE SAME FORM WITH
AVILA CONDOMINIUM ASSOCIATION, INC., ATTACHED
HERETO AS EXHIBIT "A" FOR THE PURCHASE AND SALE OF
REAL PROPERTY OF APPROXIMA TEL Y 20,550 SQUARE FEET
LOCATED ALONG THE SOUTH SIDE OF NE 175TH TERRACE,
APPROXIMA TEL Y 200 FEET WEST OF COLLINS A VENUE, FOR
ONE MILLION NINE HUNDRED THOUSAND DOLLARS
($1,900,000.00) WITH AN OPTION DEPOSIT OF TWENTY FIVE
THOUSAND DOLLARS ($25,000.00) FOR A 90-DA Y OPTION,
WHICH DEPOSIT SHALL BE APPLIED TO THE PURCHASE
PRICE IF THE CITY PROCEEDS TO PURCHASE THE PROPERTY;
AUTHORIZING THE MAYOR TO EXECUTE THE OPTION
AGREEMENT; RESCINDING RESOLUTION NO. 2007-1172;
PROVIDING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, on March 13, 2006, the City Commission held a Workshop to discuss the
development of a strategic plan for the acquisition of property for open space/park purposes; and
WHEREAS, at the Open Space Workshop, the City Commission decided to create a plan
that would provide the framework for acquiring additional property for open space; and
WHEREAS, at the Open Space Workshop the City Commission also decided to continue to
pursue open space opportunities that were available, during the interim period; and
WHEREAS, the property located at the NE corner of 175th Terrace, present a unique
opportunity for the City Commission to purchase additional property to create a municipal parking
garage for Samson Oceanfront Park; and
WHEREAS, Avila Condominium Association Inc. is the owner of said property proposing
to enter into an Option agreement in the amount for One Million Nine Hundred Thousand Dollars
($1,900,000.00) with an option deposit of Twenty Five Thousand Dollars ($25,000.00) for a 90-day
option, attached hereto as Exhibit "A"; and
WHEREAS, the A vila Condominium Board has approved the sale of the aforementioned
property to the City.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
R2008 Avila Option Agrccmcnt
Pagc I of2
Section I. Incorporation of Recitals. The recitals set forth hereinabove are hereby incorporated
herein by reference.
Section 2. Approval of Option Agreement. The City Commission of the City of Sunny Isles
Beach, Florida hereby approves the Option Agreement, in substantially the same form as the
attached Exhibit "A", for the purchase of real property of approximately 20,550 square feet located
along the south side of NE 175th Terrace, Sunny Isles Beach, Florida, for $1,900,000.00 with an
option deposit of $25,000.00 for a 90-day option, which deposit shall be applied to the purchase
price if the City proceeds to purchase the property.
Section 3. Authorization of Mayor. The Mayor is hereby authorized to execute said Option
Agreement, in substantially the same form as the attached Exhibit "A".
Section 4. Authorization of the City Manager and City attorney. The City Manager and he City
Attorney are hereby authorized to do all things necessary to effectuate this Resolution.
Section 5.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 15~
ATTEST:
~IMA~
Jane A. ines, City Clerk
APPROVED AS TO FORM
AND L L S F ICIENCY:
Vote: S-D
Moved by: C-o ~ G06'Dht-ArJ
Seconded by: ~~~ Sc..-\:-!-oLL
Mayor Edelcup
Vice Mayor Thaler
Commissioner Goodman
Commissioner Brezin
Commissioner Scholl
V(Yes)
~(Yes)
v1Yes)
V(Y es)
---1L(Y es)
_(No)
_(No)
_(No)
_(No)
_(No)
R2008 Avila Option Agrccmcnl
Page 2 of2
OPTION AGREEMENT FOR
PURCHASE AND SALE OF REAL PROPERTY
This Option Agreement for Purchase and Sale of Real
Property (hereinafter the "Agreement"), is made and entered into
as of this day of May, 2008, by and between the City of
Sunny Isles Beach, a Florida municipal corporation and/or its
assigns (the "Buyer") and the Avila Condominium Association,
Inc., a Florida not for profit corporation (the "Seller").
In consideration of the mutual agreements set forth below,
the parties agree as follows:
1. Definitions. The following terms when used ln this
Agreement shall have the following meaning:
1. 1 Buyer.
mailing address is
Florida 33160.
City of Sunny Isles Beach.
18070 Collins Avenue, Sunny Isles
Buyer's
Beach,
1.2 Closing. The delivery of the Deed to Buyer
concurrently with the delivery of the Purchase Price to Seller.
1.3 Closing Date. The date of the Closing as
determined ln accordance with Paragraph 11 below.
1.4 Deed. A Quit Claim Deed which conveys the
-
Property from Seller to Buyer.
1. 5 Effective Date. The date that this Agreement is
executed by the last party to sign it.
1.6 Governmental Authority. Any federal,
county, municipal, or other governmental department,
authority, commission, board, bureau, court, agency
instrumentali ty of any of them which has jurisdiction
Property.
state,
enti ty,
or any
over the
1.7 Governmental Requirement. Any law, enactment,
statute, code, ordinance, rule, regulation, judgment, decree,
writ, injunction, franchise, permit, certificate, license,
authorization, agreement, or other direction or requirement of
any Governmental Authority now existing or hereafter enacted,
adopted, promulgated, entered, or issued applicable to the
Exhibit "A"
Property, or to any appurtenances, structure, use or facility,
on or adjacent to, the Property.
1.8 Option Acceptance Date. The date upon which the
Buyer notifies Seller that Buyer has exercised the option
granted by this Agreement in accordance with Paragraph 2.3
below.
1. 9 Option Expiration Date. Ninety (90) days after
Effective Date, or sooner as described hereinafter.
1.10 Property. That certain real property located in
the Sunny Isles Beach, Miami-Dade County, Florida, and more
particularly described in Exhibit "A" attached hereto and made a
part hereof, together with all improvements, property rights,
easements, privileges and appurtenances thereto.
1.11 Purchase Price. The price the Buyer shall pay
Seller for the Property as set forth in Paragraph 3 below.
1.12 Seller.
Seller's mailing address
Isles Beach, FL 33160.
Avila Condominium Association,
is: 17620 Atlantic Boulevard,
Inc.
Sunny
1.13 Title Commitment. A title insurance commitment
issued by or written on a title insurance company licensed to
conduct business in the State of Florida (a "Title=Company")
agreeing to issue the Title Policy to Buyer upon payment of the
Purchase Price and recording of the Deed and execution and/or
recording of other closing documents.
1.14 Title
Insurance Policy in
the Buyer's title to
Exceptions.
Policy. An
the amount of
the Property,
ALTA Form B Owner's Title
the Purchase Price, insuring
subject only to the Permitted
2. Grant of Option for Purchase.
2.1 Grant of Option. For good and valuable
consideration, Seller hereby grants to Buyer and Buyer hereby
accepts from Seller an option to purchase and acquire the
Property from Seller on the terms and conditions hereinafter set
forth (the "Option") such that the payment of the Purchase Price
shall be as set forth in Section 3.
2.2 Option Fee. As consideration for the Option,
simul taneously with the deli very by Buyer to Seller of this
Agreement executed by Buyer, Buyer shall pay by wire transfer or
c h e c k t he sum 0 f T wen t y F i veT h 0 usa n d Do 11 a r s ( $ 2 5 , 0 0 0 . 0 0 ) ( t he
"Option Fee") to Chicago Title Insurance Company, 2701 Gateway
Drive, Pompano Beach, Florida 33069 Attention: Artie Montaner,
as escrow agent ("the Escrow Agent"). The Option Fee shall be
held and released as set forth in Section 3.3 below. Upon
Closing, the Option Fee shall be applied to the Purchase Price
as set forth in Section 3. The Option Fee is refundable, except
that Buyer shall be entitled to receive a refund of the Option
Fee if and only if (a) Buyer timely exercises the Option in the
manner required under this Agreement and (b) an Option Fee
Refund Event (as defined below) occurs. As used herein, an
"Option Fee Refund Event" shall mean one or more of the
following events: (i) termination of this Agreement pursuant to
the provisions of Section 4.2 hereof due to an Environmental
Problem not cured by Seller as and when provided therein; (ii)
termination of this Agreement pursuant to the provisions of
Section 5.2 hereof due to a Title Objection not cured by Seller
as and when provided therein; (iii) termination of this
Agreement pursuant to the provisions of Section 7.6 hereof due
to an incorrect representation and warranty of Seller not cured
by Seller as and when provided therein; (iv) termination of this
Agreement pursuant to the provisions of Section 9.1 hereof due
to an unsatisfied Buyer's Condition Precedent not satisfied by
Seller as and when provided therein; (v) termination of this
Agreement pursuant to the provisions of Section 17 hereof due to
a taking of the Property as and when provided therein. The
provisions of this Section 2.2 shall survive any termination of
this Agreement.
2.3 Exercising the Option. In order to exercise the
Option, Buyer must deliver on or prior to 5: 00 p. m., Eastern
Time on the Option Expiration Date a notice to Seller given in
accordance with the "Notice" section of this Agreement stating
that Buyer has elected to exercise the Option and close in
accordance with this Option Agreement (the "Option Notice").
Time is of the essence for Buyer to give the Option Notice and
any attempt to exercise the Option after the Option Expiration
Date shall be of no force or effect. If Buyer does not exercise
the Option on or prior to the Option Expiration Date, then
Seller shall be entitled to receive and retain the full amount
of the Option Fee and the Option and this Agreement shall
terminate and the parties hereto shall be relieved of all
further obligations and liability other than those that are
expressly stated to survive termination of this Agreement.
3. Purchase Price; Deposit and Escrow.
3.1 Purchase Price. The cash portion of the Purchase
Price is One Million Nine Hundred Thousand and 00/100 Dollars
($1,900,000.00), payable by Buyer to Seller as follows:
(a) the Option Fee in the amount of Twenty Five
Thousand and 00/100 Dollars ($25,000.00), payable as provided in
Section 2.2 above, simultaneously with the delivery to Seller of
this Agreement executed by Buyer;
(b) the balance of the Purchase Price, equal to One
Million Eight Hundred Seventy Five Thousand and 00/100 Dollars
($1,875,000.00), payable in Acceptable Funds to Seller at the
Closing, subj ect to adj ustments and credi ts as hereinafter set
forth. As used in this Agreement, the term "Acceptable Funds"
shall mean a wire transfer of immediately available funds.
3.2 Option Fee. Liquidated Damages. Buyer and Seller
agree that the damages which Seller would incur should Buyer
default in its obligations under this Agreement are not readily
ascertainable by the parties on the date of this Agreement; and
that the parties desire to liquidate by agreement the amount of
Seller's recovery from Buyer in such event. Both parties
understand that the agreed damages may be more or less than the
actual damages which Seller may incur on account of Buyer's
defaul t. After consideration of all of the foregoing, Buyer and
Seller hereby agree that in the event of Buyer's default under
this Agreement (provided that=Seller is not then in default),
Seller shall be entitled to retain the Option Fee, together with
all interest accrued thereon, as liquidated damages as Seller's
sole remedy on account of such default, plus reasonable
attorneys' fees and costs of collection should litigation ensue;
provided, however, if Buyer fails to deliver the Option Fee as
required under this Agreement, then Seller's remedies shall be
limited to the right to collect the Option Fee from Buyer and to
retain the Option Fee as liquidated damages, plus reasonable
attorneys' fees and costs of collection should litigation ensue.
3.3 Escrow. Promptly after Escrow Agent's receipt of
the Option Fee, the Option Fee shall be deposited by the Escrow
Agent in an interest-bearing account (the "Option Fee Account").
The Account shall be at any federally insured banking
I
insti tution selected by the Escrow Agent (the "Bank"). As used
herein, the term "Escrow Funds" means the Option Fee, together
with all interest which from time to time accrues thereon. The
Escrow Agent shall have no liability for the failure of the Bank
to return the Escrow Funds when requested or for any other
default, action or inaction on the part of the Bank.
Buyer and Seller each understand that it takes some
time to deposit the Option Fee in the Account and some time to
wi thdraw the Escrow Funds from the Account in anticipation of
the Closing contemplated under this Agreement, and that the
Escrow Funds will earn no interest during such times.
Seller represents that its correct taxpayer
identification number is Upon request by the
Escrow Agent, Buyer and Seller shall each execute a Payer's
Request for Taxpayer Identification Number (IRS Form W-g) and
shall deliver the same to the Escrow Agent. All interest earned
on the Option Fee shall be paid to the party to whom the Option
Fee is payable under this Agreement.
Buyer and Seller acknowledge that the Escrow Agent is
serving as escrow holder as an accommodation for the parties.
The Escrow Agent shall not be liable for any actions or refusal
to take any action undertaken in good fai th or upon reliance
upon documentation which it believes to be genuine. Unless the
Escrow Agent has received written authorization from the Buyer
to pay the Escrow Funds (or a portion thereof) to the Seller or
a closing statement or other written instructions as to the
disbursement of the Escrow Funds signed by both Buyer and Seller
or a final order of a court of competent jurisdiction directing
the disbursement of the Escrow Funds, the Escrow Agent shall
send to Seller and Buyer notice of any other proposed
disbursement of the Escrow Funds and not disburse such Escrow
Funds until ten (10) days after such notice is sent in order to
allow for obj ections to such proposed disbursement. In the
event that the Escrow Agent does not receive a written objection
to such proposed disbursement wi thin such ten-day period, the
Escrow Agent is hereby authorized to disburse the Escrow Funds
as set forth in such notice and upon making such disbursement,
the Escrow Agent shall be relieved of all liability with respect
to the Escrow Funds so disbursed.
In the event of any dispute or any doubt on the part
of the Escrow Agent regarding the Escrow Funds (or any portion
thereof), the Escrow Agent shall have the right to deposit the
Escrow Funds (or any portion thereof) into a court of
appropriate jurisdiction and all costs to the Escrow Agent in
connection therewith shall be assessed against the Escrow Funds.
In such event, the Escrow Agent shall be relieved of all
liability with respect to the Escrow Funds so deposited. Seller
and Buyer each agree to indemnify and hold the Escrow Agent
harmless from and against any loss or liability (including
reasonable attorney's fees and disbursements and court and
litigation costs) incurred by the Escrow Agent as a result of
any dispute regarding the Escrow Funds or in any way arising
from the performance of its obligations under this Agreement or
otherwise with respect to the Escrow Funds, except for the gross
negligence or willful misconduct of the Escrow Agent. The fact
that the Escrow Agent is acting as escrow holder under this
Agreement shall not in any way prevent it from representing
Seller with respect to any litigation arising out of this
Agreement or from representing Seller in any other capacity.
4. Inspections. Buyer shall have until the Option
Acceptance Date, but no later than the Option Expiration Date
(the "Inspection Period") to make any inspections it deems
necessary, all at Buyer's sole cost and expense. Buyer may in
its sole discretion consider the results of such inspections in
deciding whether to exercise the Option, but that neither the
resul ts of any such inspect ions (including, without limi ta tion,
any of investigations or determinations specifically mentioned
in this Section 4) nor any failure of Buyer to perform or obtain
the results of any such inspections shall be a condition to the
performance of Buyer's obligations under this Agreement nor
entitle Buyer to receive a refund of all or any portion of the
Option Fee, unless expressly provided for in this Agreement.
4.1 Services and Compliance. Our ing the Inspection
Period, Buyer may determine that the Property has adequate
services available and that all federal, state, county and local
laws, rules and regulations have been and are currently being
complied with relative to the Property.
4.2 Environmental. During the Inspection Period,
Buyer shall have access to the Property for purposes of
conducting any tests upon the Property, including but not
limited to, at its sole cost and expense, obtaining and
accepting a satisfactory Phase I Environmental Audit,
engineering and topographical studies, as buyer In its sole
discretion deems necessary so long as it does not unduly
interfere with Seller's operations; provided, however, that
Buyer may not conduct any Phase II environmental assessment or
other invasive tests of the Property without the written consent
of Seller in each instance. In the event that any inspections
and any review of documents conducted by the Buyer relative to
the Property during the Inspection Period prove unsatisfactory
to the Buyer, Buyer in its sole discretion, shall be entitled to
terminate this Agreement by providing written notice to Seller,
or elect to proceed to closing as set forth herein prior to the
expiration of the Inspection Period. Notwithstanding anything to
the contrary, Buyer shall not be entitled to receive a refund of
the Option Fee or any other Escrow Funds as a resul t of the
environmental condition of the Property unless (a) Buyer timely
exercises the Option in the manner required under this
Agreement, subject to Seller's cure and remediation of any
applicable Environmental Problem (as defined below), (b) on or
prior to the end of the Inspection Period, Buyer delivers to
Seller a notice stating that an Environmental Problem (as
defined below) exists, together with a copy of a report prepared
by an appropriately licensed independent geologist or engineer
which determines that Hazardous Materials are present or are
likely to be present on the Property which are required to be
remediated under applicable Governmental Requirements and/or
that conditions exist on the Property which are in violation of
an applicable Governmental Requirement with respect to Hazardous
Materials and that the cost of completing such remediation and
curing any such violations equals or exceeds five percent (5%)
of the total Purchase Price (an "Environmental Problem"), and
(c) Seller does not cure and remediate such Environmental
Problem within ninety (90) days after the end of the Inspection
Period and Buyer does not elect to close subject to such
Environmental Problem as and when provided below. Time is of
the essence for Buyer to notify Seller of any Environmental
Problems as and when provided above and in the event Buyer does
not do so, it shall have waived any and all obj ections to the
environmental condition of the Property. In the event that
Buyer timely notifies Seller of an Environmental Problem in the
manner required above, Seller shall within fifteen (15) days
thereafter notify Buyer either (i) that Seller has elected to
cure and remediate as applicable, such Environmental Problem, in
which event Seller shall be entitled to one or more adjournments
of the Closing up to ninety (90) days in the aggregate in order
to cure and remediate such Environmental Problem or (ii) that
Seller has elected to terminate this Agreement, in which event
this Agreement shall immediately terminate as provided below.
I
If Seller elects to and does cure and remediate such
Environmental Problem, then Seller shall provide written notice
and evidence thereof to Buyer on or prior to ninety (90) days
after the end of the Inspection Period, in which event the
Closing shall occur ten (10) business days thereafter. If
Seller elects to, but does not cure and remediate such
Environmental Problem on or prior to ninety (90) days after the
end of the Inspection Period or at any time prior thereto
notifies Buyer that it will no longer attempt to do so, then
this Agreement shall terminate five (5) business days thereafter
unless Buyer notifies Seller that it has elected to accept the
Property subj ect to the Environmental Problem, in which event
the Closing shall occur ten (10) business days after delivery of
such notice from Buyer. In the event that this Agreement shall
terminate under any of the foregoing provisions of this
paragraph, the Option Fee and all other Escrow Funds shall be
paid forthwith to Buyer, as Buyer's sole remedy, whereupon this
Agreement shall be terminated and the parties hereto shall be
relieved of all further obligations and liabili ties other than
those that expressly survive termination of this Agreement.
Anything above the contrary notwi thstanding, in the
event any Environmental Problem arises which the Buyer finds
unacceptable, the Seller may elect to cancel this Agreement and
upon such cancellation, Buyer shall be entitled to its deposit
and interest earned thereon and nei ther party shall have any
further liability to the other.
4.3 Appraisals. Buyer shall have until the end of
the Inspection Period to obtain two appraisals for the Property
in accordance with Chapter 166, Florida Statutes. Buyer shall
be entitled to consider the results of such appraisals in
deciding whether to exercise the Option, but that neither the
resul ts of such appraisals nor any failure of Buyer to obtain
such appraisals shall be a condition to the performance of
Buyer's obligations under this Agreement nor entitle Buyer to
receive a refund of all or any portion of the Option Fee. Buyer
shall provide copies of the appraisals to Seller after closing.
4.4 Inspection Procedures and Indemnity. Buyer shall
give Seller reasonable advance notice of Buyer's inspections of
the Property so that Seller, at its option, may have one of its
representatives familiar with the Property accompany Buyer.
Buyer agrees that reasonable precautions shall be taken in
connection with such inspections so as to avoid any damage to
the Property and to minimize any disruption to the parties in
possession of the Property. Buyer shall indemni fy, protect,
defend and hold Seller, Seller's Trustees, officers, tenants,
agents, contractors and its personal representatives harmless
from and against any claims, losses, liabilities or damages
resulting from such inspections and from and against any
mechanic's liens or claims of lien resul ting therefrom. Such
indemnification shall survive the Closing or earlier termination
of this Agreement.
4.5 Seller's Documents. Seller shall make available
to Buyer no later than twenty (20) days following the Effective
Date of this Agreement, copies of all documents (other than
appraisals) which Seller may have in its possession pertaining
to the Property including, but not limited to, building plans,
archi tectural plans, building permits, impact fee assessments,
notices of special assessments, notices of sewer fees and water
fees, unrecorded restrictive covenants, variance
application/approvals, special exception application/approvals,
engineering plans, unrecorded developer agreements,
environmental reports, surveys and prior title insurance
policies, title commitments, and title exceptions pertaining
thereto, if any.
4.6 Confidentiality. Prior to the Closing Date (and
at all times if this Agreement shall be terminated for any
reason), Buyer shall keep confidential all financial,
environmental and other information pertaining to the Property
that is not recorded in the public records (including, without
limitation, any summaries or descriptions of such information
prepared by Buyer or its Representatives) (collectively, the
"Confidential Information") and shall not disclose any such
Confidential Information to any person or entity, except that
Buyer may disclose the Confidential Information (i) as and to
the extent required by applicable law, regulation or legal
process and (ii) to Buyer's directors, officers, employees,
agents, attorneys and consultants (collectively, the
"Representatives") who need to know the Confidential Information
for the purpose of evaluating the potential purchase of the
Property by Buyer. Buyer agrees that the Confidential
Information will be used solely for the purpose of evaluating
the potential purchase of the Property by Buyer. In the event
that this Agreement shall be terminated for any reason, Buyer
shall provide to Seller copies of all reports and studies
(including, without limitation, all environmental assessments)
prepared by, for or on behalf of Buyer with respect to the
Property. Buyer hereby agrees to indemnify and hold Seller and
its personal representatives harmless from and against any and
all reasonable costs, expenses, liabilities and damages,
including, without limitation, reasonable attorneys' fees and
disbursements at the trial level and on one or more appeals,
incurred by reason of any breach by Buyer of any of its
agreements contained in this Section 4.6. Nothing therein is
intended to abridge the right of a unit owner in Avila
Condominium, to inspect or make copies of the Seller's "official
records" as such term is defined In chapter 718, Florida
Statutes.
5. Evidence of Title.
5.1 Delivery of Title Commitment. Within thirty (30)
calendar days of the Effective Date, and subsequent to receipt
of a copy of the prior deed to the Property in Seller's
possession more particularly described below in this Paragraph,
Buyer shall obtain a Title Commitment, at Buyer's cost, and
shall deliver a copy of the Title Commitment to Seller's
attorney wi thin three (3) days of receipt. Wi thin five (5)
business days of execution of this Agreement by Seller, Seller
shall be obligated to provide to Buyer a copy of the deed in its
possession that conveyed title to the subj ect real property to
Seller.
5.2 Marketable Title. Seller shall convey marketable
title to the Property, subject to the Permitted Exceptions.
Marketable Title shall be determined according to the Title
Standards adopted by authority of The Florida Bar and in
accordance with law. Buyer shall have fifteen (15) days from
the date of receiving the Title Commitment to examine same. If
title is found to have defects which render title unmarketable,
Buyer shall notify Seller in writing wi thin such fifteen-day
period of any such title defects which are obj ectionable to
Buyer (the "Title Objections"). Time is of the essence for
Buyer to notify Seller of any Title Objections and Buyer's
failure to include any such title defect in such a timely notice
shall constitute a waiver by Buyer of its right to obj ect to
such defect, which shall thereafter be deemed a Permitted
Exception for all purposes hereunder. The Buyer's notice of
Title Objections shall include a statement of how the defects
should be cured. Seller has until the Closing Date to remove
all Title Objections. If any Title Objections are not removed
I
on or prior to the Closing Date, Buyer shall have the option of
ei ther accepting title in its existing condition without any
reduction of the Purchase Price, or of terminating this
Agreement by delivering to Seller a written notice of
termination at the Closing. Upon such a termination of this
Agreement, neither Buyer nor Seller shall have further rights or
obligations hereunder except for those that expressly survive
termination of this Agreement except that the Escrow Funds shall
be refunded to Buyer under these circumstances, provided that
Buyer had timely exercised the Option in the manner required
under this Agreement.
6. Survey. Wi thin the time period set forth In Section
5.1 to obtain a Title Commitment, Buyer may obtain at its
expense a survey (the "Survey") of the Property showing all
improvements thereon prepared by a land surveyor or engineer
registered and licensed in the State of Florida. The Survey
shall show the legal description of the Property to be the same
as Exhibit "A" attached hereto. The Buyer may require any
reasonable revision to the legal description but Seller shall
not be required to convey any lands other than the legal
description of the Property set forth on Exhibit "A" attached
hereto. Any obj ections must be delivered to Seller's attorney
wi thin thirty (30) days after the Effective Date. Upon such
proper and timely notification, all such objections to matters
shown on the Survey which render ti tle unmarketable shall be
treated as Title Objections in accordance with Section 5.2
hereof. Buyer's failure to include any such matter in such a
timely notice shall constitute a waiver by Buyer of its right to
object to all matters which an accurate, current survey of the
Property would reveal, which shall thereafter be deemed
Permitted Exceptions for all purposes hereunder
7. Seller's Representations. Seller hereby represents
and warrants to Buyer as of the Effective Date and as of the
Closing Date as follows:
7.1 Seller's Authority. Seller has legal right and
abili ty to sell the Property pursuant to this Agreement. The
execution and delivery of this Agreement by Seller and the
consummation by Seller of the transaction contemplated by this
Agreement is wi thin Seller's capacity and all requisi te action
has been taken to make this Agreement valid and binding on
Seller in accordance with its terms.
7.2 No Legal Bar. The execution by Seller of this
Agreement and the consummation by Seller of the transaction
hereby contemplated does not, and on the Closing Date will not,
result in a breach of, or default under, any indenture,
agreement, lease, instrument, obligation or the agreement of
limited partnership, limi ted partnership certificate or related
instruments affecting the Seller, to which Seller is a party and
which affects all or any portion of the Property, or to Seller's
knowledge, constitutes a violation of any Governmental
Requirement.
7.3 No Default. To
Seller and its representatives,
an indenture, mortgage, deed of
other agreement to which Seller
portion of the Property.
the actual knowledge of the
Seller is not in default under
trust, loan agreement, lease or
is a party and which affects any
7.4 Hazardous Materials. Seller has no actual
knowledge nor has the Seller received any wri t ten notice that
there has been any discharge of hazardous material at the
Property. As used herein, the term "Ha zardous Material" shall
mean any substance, water or material which has been determined
by state, federal or local government authority to be capable of
posing a risk of injury to health, safety and property,
including but not limited to, all of those materials, wastes and
substances designated as hazardous or toxic by the U.S.
Environmental Protection Agency, the U. S. Department of Labor,
the U.S. Department of Transportation, and/or any other state or
local governmental agency now or hereafter authorized to
regulate materials or substances in the environment
( collectively "Governmental Authori ty (ies) ") . Buyer must rely
on its Environmental reports and assessments, as Seller is not
aware of Property's environmental condition.
7.5 Litigation and Parties in Possession. To the
actual knowledge of the Seller, there are no act ions, suits,
proceedings or investigations pending or, to the knowledge of
Seller, threatened against Seller or the Property affecting any
portion of the Property.
7.6 Buyer's Remedies for Seller's Misrepresentations.
In the event that Buyer becomes aware prior to Closing that any
of Seller's warranties or representations set forth in this
Agreement are not true in any material respect on the Effective
Date or any time thereafter but prior to Closing, and in the
event Seller is unable to render any such representation or
warranty true and correct in all material respects as of the
later of (i) Closing Date or (ii) thirty (30) days after Buyer
delivers to Seller written notice of such alleged incorrect
representation or warranty, Buyer may either: (a) terminate this
Agreement by written notice thereof to Seller, in which event
the parties will be relieved of all further obligations
hereunder, except for those that expressly survive termination
of this Agreement, and Buyer shall receive a refund of the
Option Fee, provided that Buyer had timely exercised the Option
in the manner required under this Agreement; or (b) elect to
close under this Agreement notwi thstanding the failure of such
representation and warranty, in which event the Closing shall be
deemed a waiver by Buyer of the failure of such representation
and warranty.
8. Buyer's Representations. The Buyer hereby represents
and warrants to the Seller as of the Effective Date and as of
the Closing Date that Buyer has full and complete authority to
enter into this Agreement and to pay the Option Fee on the terms
and conditions set forth in this Agreement and, subject to
compliance with Chapter 166, Florida Statutes, the City of Sunny
Isles Beach Charter and Code of Ordinances, to purchase the
Property and to comply with the other terms of this Agreement,
and the execution and deli very of this Agreement by Buyer and
consummation by Buyer of the transaction hereby contemplated are
within Buyer's capacity and all requisite action has been taken
to make this Agreement valid and binding on Buyer in accordance
with its terms. The Buyer represents and warrants to the Seller
that the improvement to be constructed on the Property shall
comply with the City's present zoning height restriction, i. e.
45 (forty five) feet. The Buyer acknowledges that the property
located at the N. E. corner of 175th Terrace presents a unique
opportunity for the City Commission to purchase additional
property, and represents and warrants to the Seller that said
property will be used to create a municipal parking garage for
Samson Oceanfront Park. The Buyer represents and warrants to the
Seller that it will assume the obligation to comply with Miami-
Dade County's Department of Environmental Resources Management's
("DERM") requirement that a lift station be installed at the
Property, with a total cost obligation of the Buyer not to
exceed One Hundred and Seventy Thousand Dollars ($170,000.00) in
connection therewith. The representation made relating to the
use of the property and the lift station shall survive closing.
If Seller provides to the Buyer the work product1 of the engineer
retained by the Seller prerequisi te to the obtaining of the
permits necessary for the installation of the lift station
(Balj et Environmental, Inc., 9300 So. Dadeland Boulevard, Suite
310, Miami, Florida 33156: Tel. (305) 670-3986; Fax: (305) 670-
8017) , the Buyer shall reimburse Seller therefore in the
amount of $40,000.00 if the cost of installing lift station does
not exceed $130,000.00. If the cost exceeds $130,000.00, the
Buyer shall reimburse Seller with any savings, if any, from the
total cost obligation of $170,000.00. The savings shall be
calculated in accordance with the following formula: Total cost
obligation ($170,000.00) subtracted by the cost of the lift
station. Reimbursement, if any, shall be made to the Seller, at
the earlier if: (a) ten (10) days after the Buyer awards a
contract for the installation of the lift station and/or work
related thereto, or (b) within ten (10) days of the Buyer's
causing commencement of the installation of the lift station
and/or work related thereto. The work shall be commenced within
a reasonable time after Closing provided that permits are issued
by appropriate governmental agencies. Buyer will apply for such
permits within a reasonable time after Closing.
9. Conditions Precedent to Closing.
9.1 Conditions to Buyer's Obligations. Each of the
following events or occurrences ("Buyer's Condi tions Precedent")
shall be a Condi tion Precedent to Buyer's obligation to close
this transaction. If the Buyer's Conditions Precedent have not
been satisfied on or before the Closing Date (as the same may be
adj ourned pursuant to this Agreement), Seller shall have thirty
(30) days after Buyer delivers to Seller written notice of such
unsatisfied Buyer's Condition Precedent within which to satisfy
the unsatisfactory condition and should Seller not have done so
within said 30-day period, Buyer shall have the right to either
(i) terminate this Agreement by giving notice thereof to Seller,
whereupon Buyer and Seller shall be relieved of all further
obligations under this Agreement, except for those that
expressly survive termination of this Agreement; or (ii) waive
the condition and close. The lift station installation work
I"Work Product" consists of the "Sanitary Sewer and Pump Station Design Report For
Avila Condominiums, 17620 Atlantic Boulevard, Sunny Isles, Florida 33160" and a "Sanitary
Sewer Plan-Avila Condominium Private Sanitary Sewer System, dated May 2, 2008, signed by
Peter P. Baljet, P.E., No.1 0745, State of Florida (File No.27-23, C 1 ,C2,C3 PS.)
shall be commenced by Buyer within a reasonable time after
Closing.
(a) Representations. The representations and warranties
made by Seller in this Agreement shall be true and correct in
all material respects on the Closing Date subject to the 30-day
extension provided in Section 9.1 above.
(b) Seller's Obligations. Seller shall have
performed in all material respects all covenants, agreements,
and obligations and complied in all material respects with all
conditions required by this Agreement to be performed or
complied with by Seller prior to Closing Date (as the same may
be adjourned pursuant to this Agreement) subject to the 30-day
extension provided in Section 9.1 above.
(c) Possession. The Property shall be free and clear
of any persons, tenants, or improvements of any kind on the
Closing Date, except for Seller as set forth herein and for the
improvements existing on the Effective Date.
(d) Authorization of Avila Condominium Association,
Inc. Seller shall have obtained authorization, in a form and
content reasonably satisfactory to the Buyer, that the Board of
Directors of Avila Condominium Association, Inc. have approved
this Agreement.
9.2 Conditions to Seller's Obligations. Each of the
following events or occurrences (the "Seller's Conditions
Precedent") shall be a Condition Precedent to Seller's
obligation to close this transaction. If the Seller's
Conditions Precedent have not been satisfied on or before the
Closing Date (as the same may be adj ourned pursuant to this
Agreement), Buyer shall have thirty (30) days after Seller
delivers to Buyer written notice of such unsatisfied Seller's
Condi tion Precedent wi thin which to satisfy the unsatisfactory
condi tion and should Buyer not have done so wi thin said 30-day
period, Seller shall have the right to either (i) exercise any
and all remedies available under this Agreement or at law or in
equi ty, including terminating this Agreement and receiving and
retaining all Escrow Funds, whereupon Buyer and Seller shall be
relieved of all further obligations under this Agreement, except
for those that expressly survive termination of this Agreement;
or (ii) waive the condition and close.
(a) Representations.
warranties made by Buyer in this
correct in all material respects
the 30-day extension provided in
The representations and
Agreement shall be true and
on the Closing Date subject
Section 9.2 above.
to
(b) Buyer's Obligations. Buyer shall have performed
in all material respects all covenants, agreements, and
obligations and complied in all material respects with all
conditions required by this Agreement to be performed or
complied with by Buyer on or prior to Closing Date (as the same
may be adjourned pursuant to this Agreement) subject to the 30-
day extension provided in Section 9.2 above.
(c) Authorization of the City Commission. Buyer
shall have obtained authorization from the City Commission to
enter into and execute this Agreement and consummate the
transaction herein contemplated.
10. Condition of the Property.
10.1 "AS IS" Sale. As provided in Sect ion 4 above,
Buyer will have during the Inspection Period, the opportunity to
investigate such matters pertaining to the Property and to
inspect the Property to the extent that Buyer deems necessary.
Accordingly, if Buyer exercises the Option, Buyer shall accept
the Property in its "AS IS" condition on the Closing Date, "with
all faults" and specifically and expressly without any reduction
in the Purchase Price for any change in such condition for any
reason subsequent to the date of this Agreement. Without
limiting the generality of the foregoing, no destruction, damage
or casualty to the Property or any part thereof shall in any way
impair this Agreement nor relieve Buyer of its obligation to
consummate this transaction. If, prior to the Closing, any part
of the Property is damaged or destroyed, then, if Buyer
exercises or has exercised the Option, at the Closing, Seller
shall assign to Buyer all of Seller's rights to any and all
insurance proceeds payable for such casual ty and shall pay to
Buyer any and all such insurance proceeds theretofore paid to
Seller by reason thereof and Buyer shall purchase the Property
for the full Purchase Price pursuant to this Agreement.
10.2 No Implied or Unwritten Representations. BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET
FORTH IN SECTION 7 OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT
AND WILL NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES
AND REPRESENTATIONS WITH RESPECT TO THE PROPERTY, WHETHER
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING,
BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION,
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE, OR WITH RESPECT TO THE VALUE, PROFITABILITY,
MARKETABILITY OR ACREAGE OF THE PROPERTY. In entering into this
Agreement, Buyer has not been induced by and has not relied upon
any such representations, warranties or statements, whether
express or implied, written or oral, made by Seller or any
agent, employee or other representative of Seller or by any
broker or any other person representing or purporting to
represent Seller. The provisions of this section 10.2 shall
survive Closing and any earlier termination of this Agreement.
11.
days from
the office
and time.
Closing. The Closing shall
the option acceptance date,
of the Buyer's attorney at a
occur no later than 60
and shall take place at
mutually convenient date
12. Seller's Closing Documents. At closing, Seller shall
deliver the following documents (" Seller's Clos ing Documents")
to Buyer:
12.1 QuitClaim Deed. The Quit
duly executed and acknowledged by Seller
Buyer good and marketable fee simple title
and clear of all liens, encumbrances and
ti tIe other than the Permitted Exceptions
duly objected to by Buyer.
Claim Deed shall be
so as to convey to
to the Property free
other conditions of
and exceptions not
12.2 Mechanic's Lien Affidavit. A mechanic's lien
affidavit in the customary form, attesting that to the knowledge
of Seller, (a) no individual, entity or Governmental Authority
has any claim against the Property under the applicable
mechanic's lien law, (b) no individual, entity or Governmental
Authority is either in possession of the Property or has a
promissory interest or claim in the Property (except Seller and
Buyer), and (c) no improvements to the Property have been made
for which payment has not been made.
12.3 Gap Affidavit. An affidavit In form and
content reasonably satisfactory to the Ti tle Company to
facili tate the insuring of the "gap", i. e., the deleting as an
exception to the Title Commitment any matters appearing between
the effective date of the Title Commi tment and the effective
date of the Title Policy.
12.4 FIRPTA. A
Certificate or Exemption
withholding, in accordance
Revenue Code.
FIRPTA Non-Foreign Entity Transfer
Certificate or document evidencing
with Section 1445 of the Internal
12.5 DR-219.
DR-219 as required for recording.
12.6 Closing Statement. At least four (4)
counterparts of a closing statement for this transaction,
executed by Seller.
12.7 Documentation authorizing transaction. Documentation
in form and content reasonably satisfactory to the Buyer that
the Board of Directors of Avila Condominium Association, Inc.
have properly approved this Option Agreement for the purchase
and sale of the Property.
13. Buyer's Closing Documents. At closing, Buyer shall
deliver the following documents (Buyer's Closing Documents) to
Seller;
13.1 City Commission Approval. A certified copy
of the Resolution, Minutes or Agenda Actions of the pertinent
meeting of the Commission Council showing that Buyer has been
authorized to enter into and execute this Agreement and
consummate the transaction herein contemplated. This Agreement
shall be presented to City Commission for its approval at its
regular meeting scheduled for May 15, 2007.
13.2 Appraisals. Any and all appraisals required
under Chapter 166 of the Florida Statutes.
13.3 Closing Statement.
counterparts of a closing statement
executed by Buyer.
At
for
least
this
four (4)
transaction,
14. Closing Procedure.
following manner:
The Closing shall proceed in the
14.1 Transfer of Funds. Buyer shall pay the net
closing proceeds to the Seller by wire transfer to the account
of Seller.
Seller's
Purchase
14.2 Delivery of Documents. Seller shall
Closing Documents to the Buyer upon receipt
Price. Simul taneously, Buyer shall del i ver the
deliver
of the
Buyer's
Closing Documents to Seller. The foregoing may be accomplished
by a mutually acceptable escrow arrangement.
15. Closing Costs, Taxes, Prorations and Impact Fees.
15.1 Ad Valorem Taxes. Seller shall comply with
Section 196.295, Florida Statutes, with respect to the payment
of prorated and ad valorem taxes for the year of closing into
escrow with the Miami-Dade County Revenue Collector.
15.2 Seller's Closing Costs. Seller shall pay for the
following items prior to or at the time of Closing:
Cost of providing marketable title as provided
herein.
15.3 Buyer's Closing Costs. Buyer shall pay for the
following items prior to or at the time of Closing:
Recording of Deed; ti tIe insurance premium and
title search and examination costs; survey
costs, appraisal costs, costs of the Phase I
Environmental Assessment Report and other
inspections performed pursuant to this
Agreement and related expenses and all costs
and expenses of any financing of Buyer's
acquisition of the Property contemplated
hereby; documentary stamps on the Special
Warranty Deed and any all surtax imposed by
Miami-Dade County with respect to the Special
Warranty Deed.
16. Possession. Buyer shall be granted full possession of
the Property at Closing.
17. Condemnation. In the event of the institution of any
proceeding by any Governmental Authority other than Buyer (which
hereby agrees not to institute such a proceeding) for the
proposed taking of any material portion of the Property by
eminent domain prior to Closing, or in the event of the taking
of any material portion of the Property by eminent domain prior
to Closing, Seller shall promptly notify Buyer and Buyer shall
thereafter within fifteen (15) days after receipt by Buyer of
the notice from Seller either (1) terminate this Agreement,
whereupon Seller and Buyer shall be released of all further
responsibili ty and obligations hereunder other than those that
expressly survive termination of this Agreement; or (2) proceed
to close this transaction. Seller hereby agrees to furnish
Buyer with written notice of a proposed condemnation within five
(5) business days after Seller's receipt of notification.
Should buyer terminate this Agreement, the parties hereto shall
be released from their respective obligations and liability
hereunder other than those that expressly survive termination of
this Agreement and Buyer shall receive a return of the Escrow
Funds provided that Buyer had timely exercised the Option in the
manner required under this Agreement. Should Buyer elect not to
terminate this Agreement, the parties hereto shall proceed to
Closing and Seller shall assign all of its rights, title and
interest in all awards in connection with such taking to Buyer.
18. Notice. Notices shall be in writing delivered by
hand, or by certified mail, return receipt requested, or
overnight delivery by nationally recognized service, to the
addressee at the address set forth herein, and shall be deemed
to have been delivered on the date of receipt of such notice, if
hand-delivered, or, if mailed, on the date the receipt for which
the certified mail is signed or refused, by the addressee or its
unauthorized agent or employee, or if an overnight nationally
recognized delivery service, on the business day immediately
following delivery to such delivery serVlce. Ei ther party may
change the address for notice to that party by delivering
written notice of such change in the manner provided above, such
change to be effective not sooner than ten (10) days after the
date of notice of change. If either party relies upon a hand
delivery as described herein, then the party using this medium
shall maintain an appropriate receipt of delivery, in the normal
course of business.
rBUYER:
The City of Sunny Isles Beach
18070 Collins Avenue
Fourth Floor
Sunny Isles Beach, Florida 33160
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Attn: A. John Szerlag, City Manager and
Hans Ottinot, City Attorney
a
Harold M. Rifas, P.A.
7900 Red Road
to:
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South Miami, Fl 33143
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AVILA CONDOMINIUM ASSOCIATION, INC.
17620-A Atlantic Boulevard
Sunny Isles Beach, Florida 33180
Attn: Gertrude McDermott, President
With
copy to:
aM. KEITH MARSHALL, P. A.
Concorde Centre
2999 NE 191 5t Street - Suite 805
A ventura. Florida 33180
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Miscellaneous.
Att: M. Keith Marshall, Esq.
19.
19.1 Counterparts. This Agreement may be executed in
any number of counterparts, anyone and all of which shall
consti tute the contract of the parties. The paragraph headings
herein contained are for the purposes of identification only and
shall not be considered in construing this Agreement.
19.2 Amendment. No modification, amendment or waiver
of this Agreement or any provision hereof (including, without
limitation, this sentence) shall be of any force or effect
unless in writing executed by both Seller and Buyer.
19.3 At torney's Fees. In connection with any action
arising from or in connection with this Agreement, the
prevailing party shall be entitled to an award of its costs and
expenses, including reasonable attorneys' fees and
disbursements, incurred or paid before and at trial or any other
proceeding which may be instituted, at any tribunal level.
19.4 Governing Law. This Agreement shall be
interpreted in accordance with the laws of the State of Florida,
both substantive and remedial.
19.5 Entire Agreement. This Agreement sets forth the
entire agreement between Seller and Buyer relating to the
Property and all subject matter herein and supersedes all prior
and contemporaneous negotiations, understandings and agreements,
written or oral, between the parties.
19.6 Computation of Dates. If any date computed in
the manner herein set forth falls on a legal holiday or non-
business day or non-banking day, then such date shall be
extended to the first business day following said legal holiday
or non-business day or non-banking day.
19.7 Time is of the Essence. Time is of the essence
and failure of the Buyer to exercise the option granted hereby
on or before the Option Expiration Date shall cause this
Agreement to terminate and be of no further force or effect,
except for those provisions that are expressly stated to survive
termination of this Agreement. The provisions herein contained
shall be strictly construed for the reason that both parties
intend that all time periods provided for in this Agreement
shall be strictly adhered to.
19.8 No Recording. This Agreement or any notice
or memorandum hereof may not be recorded in the public records
of any county in the State of Florida.
19.9 No Brokers. Seller and Buyer each represent to
the other that it has not dealt wi th any broker, salesperson or
agent in connection with the execution and delivery of this
Agreement, and the other party shall not be required to pay any
commission whatsoever wi th respect to this Agreement resul ting
from the actions of the party making such representations.
Seller and Buyer each indemnify and hold each other harmless
from and against any and all claims, losses, costs, damages,
liabilities and expenses (including without limitation,
reasonable attorneys' and paralegal fees) resulting from a
breach by the indemnifying party of the foregoing
representation.
19.10 Acceptance of Deed. The acceptance of the
Deed to Buyer shall be deemed full performance and discharge of
every agreement and obligation on the part of Seller to be
performed pursuant to thi's Agreement, except those which are
specifically stated to survive delivery of the Deed and closing.
19.11 Interpretation. Should any term or
provision of this Agreement be subject to judicial
interpretation, it is agreed by Seller and Buyer that the court
interpreting or construing the same shall not apply a
presumption that the term or provision shall be more strictly
construed against the party who itself or through its agents and
attorneys of each party have participated in the preparation of
the terms and provisions of this Agreement and that all terms
and provisions have been negotiated.
19.12 Caption, Headings, Etc.
section and subsection numbers in this
convenience and reference only, and shall
the meaning of any of the terms or provision
Captions, heading,
Agreement are for
have no effect upon
herein.
19.13 Waiver. Failure of either party to insist
upon compliance with any term or provision hereof shall not
constitute a waiver thereof, and no waiver of any term or
provision of this Agreement shall be effective unless it is in
wri ting and signed by the party against whom it is asserted.
Any waiver of any term or provision of this Agreement shall only
be applicable to the specific term or provision and instance to
which it is related, and shall not be deemed to be a continuing
or future waiver as to such term or provision or as to any other
term or provision.
19.14 No Third Party Beneficiary. The terms and
provisions of this Agreement are for the exclusive benefit of
Seller and Buyer, and not for the benefit of any third party,
and this Agreement shall not be deemed to have conferred any
rights, expressed or implied, upon any third party.
19.15 Assignment. No assignment by Buyer of this
Agreement or any of its rights hereunder shall release Buyer
from any of its obligations or liabilities hereunder.
19.16. Radon Disclosure. Buyer is hereby advised
that radon is a naturally occurring radioactive gas that, when
it has accumulated in a building in sufficient quanti ties, may
present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your
county public health unit. The foregoing disclosure is provided
to comply with state law and is for informational purposes only.
{Signatures on Followinq Page}
IN WITNESS WHEREOF. the parties have executed this Option Agreement for Purchase and
Sale of Real Property as of the respective dates indicated below.
SELLER:
AVILA CONDOMINIUM ASSOCIATION,
INC.
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,
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BY:
PRINT NAME :GERTRUDE
McDERMOTT,PRESIDENT, A VILA
CONDOMINIUM ASSOCIATION. INC.
Date Executed: May , 2008
-
BUYER:
-
CITY OF SUNNY ISLES BEACH,
a Florida Municipal Corporation,
BY:
MA YOR NORMAN S. EDELCUP
JANE A. HINES, CMC
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I CITY CLERK
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APPROVED AS TO LEGAL FORM AND Date Executed: May , 2008
SUFFICIENCY
'-'
r By: HANS-OTTINOT, CITY ATTORNEY Dated: May .2008
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
SOUTH SIDE OF NE 175TH TERRACE ABOUT 200 FEET WEST OF COLLINS AVENUE;
A PORTION OF TRACT D, SUNNY ISLES SHORES SECTION B. ACCORDING TO THE
PLAT RECORDED IN PLAT BOOK 65, PAGE 47 OF THE PUBLIC RECORDS OF MIAMI-
DADE COUNTY, FLORIDA
Location: Collins Avenue
Sunny Isles Beach, Florida, 33160
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3 1 I 3 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
George "Bud" Scholl, Commissioner
A. John Szerlag, City Manager
lIans Ottinot, City Attorney
.Jane A. lIines, CMC, City Clerk
MEMORANDUM
TO:
The Honorable Mayor and City Commission
Hans Ottinot, City AttorneY~
May 15, 2008
FROM:
DATE:
RE:
Approval of Option Agreement for Purchase of Property from Avila Condominium
Assn. Inc.
RECOMMENDA TION
It is recommended that the City Commission adopt the attached Resolution, approving an Option
Agreement for the purchase of property from A vila Condominium Association, Inc. ("the Seller").
REASONS
The Seller has agreed to enter into an Option Agreement with the City for purchase of property located
at the N.E. corner of 175th Terrace, in the amount of $1 ,900,000.00 with a $25,000.00 deposit for a 90-
day option period. The Board of Directors for the Seller has approved the sale of the aforementioned
property to the City. It is important to note that the property will be a great asset to the City because it
can be used as off-site parking for Samson Oceanfront Park. The City agrees to install a lift station at
the property in the amount not to exceed $170,000.00.
Upon approval of this option agreement, staff will take the necessary steps to close on the property.
Funds are available in account number 20-600-5652.
lattachment
HO/jb
Agenda Item , 0 D
Date 5-15-6~
Page 1 of 1
Priscilla Walker
From: Priscilla Walker
Sent: Thursday, June 26,2008 12:56 PM
To: Jasmine Barnes
Cc: Debra Lima
Subject: Option Agreement with Avila Condominium
At its regular meeting of May 15,2008, the City Commission adopted Resolution 2008-1264, which approved
an Option Agreement with Avila Condominium in substantially the same form. I believe that Legal is
facilitating the final agreement with Avila. Upon execution by all parties, please forward a fully-executed
original Agreement to the Office of the City Clerk for the record.
Thank you.
Prisci{[a Wa{~r, CMC, Deputy City Clerk
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, FL 33160
(305) 792-1703 Phone (305) 949-3113 Fax
www.sibfl.net
Please note:
Under Florida law, e-mail addresses are public records. If you do not want your e-mail address
released in response to a public records request, do not send electronic mail to this entity.
Instead, contact this office by phone or in writing.
6/2612008