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HomeMy WebLinkAboutReso 2009-1422 RESOLUTION NO. 2009-~ 2. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE LETTER OF INTENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND GOLDEN STRAND OCEAN VILLA RESORT ASSOCIATION, INC. IN SUBSTANTIALLY THE SAME FORM AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, to facilitate the joint development project located at 18080 Collins Avenue between the City and Dezer Development LLC, the City is in need of additional parking spaces; and WHEREAS, the Golden Strand Ocean Villa Resort Association Inc. ("Golden Strand") owns property located at Atlantic Boulevard just north of 178th Street; and WHEREAS, the City and Golden Strand are in the process of negotiations and wish to enter into a Letter of Intent to lease the property; and WHEREAS, the negotiated terms in the Letter of Intent specifies the responsibilities of the parties with respect to the Lease. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approving the Letter of Intent. The City Commission hereby approves the Letter of Intent with Golden Strand Ocean Villa Resort Association, Inc. in substantially the same form as Exhibit "A" to enter into a lease for property located at Atlantic Boulevard just north of l78th St., attached hereto as Exhibit "A". Section 2. Authorization of City Manager and City Attorney. The City Manager and City Attorney are hereby authorized to do all things necessary to effectuate this Resolution. Section 3. Effective Date. This Resolution shall become effective upon adoption. 2009 " (!/ Authorizing Th CC To Enter Into Lettcr Of Intent With Goldcn Strand Pagc I of 2 ATTEST: ~A~ Jane A. Hines, City Clerk APPROVED AS TO FORM AND LEGAL UF I IENCY: Han; ttinot, City At orney c ~. 1) ~ Sc...Hou- V\C-LM.IljOV T"M...t[.{t Moved by: Seconded by: Vote: S-D Mayor Edelcup Vice Mayor Thaler Commissioner Goodman Commissioner Brezin Commissioner Scholl ~(Y es) ~Yes) ~es) &,./(Yes) -0Yes) Authorizing Th CC To Enter Into Letter Of Intent With Golden Strand Page 2 of 2 _(No) _(No) _(No) _(No) _(No) City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 G(y ColtJltJi.uioll Nannan S. Edcleup, ,1td)'lIr Lewis J. Thaler, I "i.l'Mayor Roslyn Brczin, (.'ommi(fimu'r Gerry Goodman, C()mmiff;rJl/er George "Bud" Scholl, crlmmif.,'illller (305) 947-0606 City Ilall (305) 949-3113 I ;ax (305) 947-2150 HuilJing Department (305) 947-5107 i";\X Rick Conner, /It'li~~ OIl' A1an,!~er Hans OninOl, (1)' /liIl1l11ey Jane A. Hines, City (.It.rle MEMORANDUM TO: The Honorable City Commission FROM: Hans Ottinnt, City Attnrnc~ DATE: May 21,2009 RE: Approving the Letter of Intent between the City and Golden Strand Ocean Villa Resort Association, Inc. RECOMMENDA TION: It is recommended that the City Commission adopt the attached Resolution approving the Letter of Intent between the City and Golden Strand Ocean Villa Resort Association, Inc.("Golden Strand") REASONS: To facilitate the joint development project located at 18080 Collins Avenue between the City and Dezer Development LLC, the City is in need of additional parking spaces. Golden Strand owns the property located at Atlantic Boulevard just north of 178th Street and is willing to lease the property to the City for parking spaces. The City wishes to enter into a Letter of Intent to facilitate the leasing of the property. ADDITIONAL INFORMATION: The negotiated terms of the Letter of Intent specifies the responsibilities of the parties with respect to the Lease. If the project is terminated before the execution of the lease, the City is not required to enter into the lease agreement. / Attachment Agenda Item _\ 0 M Date S,.. 2 \ -DC} April 20, 2009 Golden Strand Ocean Villa Resort Association, Inc C/o Board of Directors Joseph Feldman, President John Cookson, Vice President Marc-Andre Cuerrier, Secretary Yvan Lacroix, Treasurer John Shenk, Director Diane Getschow, Director Claude Archambault, Director 17901 Collins Avenue Sunny Isles Beach, FL 33160 Re: Letter of intent to lease property located in Sunny Isles Beach, Florida Ladies and Gentlemen: We submit this letter ("Letter") to express our interest in entering into a ninety- nine year lease agreement (the "Agreement") between the Strand and the City (each as described below) to lease the Property (also described below) under the following terms and conditions: 1. Strand. Golden Strand Ocean Villa Resort Association, Inc by and through its Board of Directors. 2. City. The City of Sunny Isles Beach Florida and/ or its assigns. 3. Property. The Proferty consists of approximately .7 acres located on Atlantic Blvd just north of 17811 Street in Sunny Isles Beach, Florida, the legal description of which is attached as Exhibit "1" (hereinafter referred to as the "Property") . 4. Lease Terms and Other Consideration. The consideration for this transaction shall be as follows: a. Annual Rent. The proposed annual rent to be paid by City is $150,000.00 commencing upon the issuance of a Certificate of Occupancy for the structure to be constructed, plus any other funds as Exhibit "A" l I provided in the Agreement (the "Agreement") to be negotiated by the parties. The rent and other funds shall be payable as follows: (i) Deposit. A good faith pre-lease money deposit in the amount of $250,000.00 (the "Deposit"), shall be delivered by City to Strand in two phases. First, $125,000.00 may be provided within two (2) business days of full execution of the Agreement by both the City and the Strand, but in no event later than November 1, 2010. The Deposit plus any accrued interest shall be credited to the Strand. Should the lease Agreement not come to fruition $125,000.00 of the deposit shall be refundable to the City. (ii) Additional Deposit. The City shall deposit an additional money deposit in the amount of $125,000.00 (the "Additional Deposit") to the Strand in six monthly installments commencing on December 1, 2011. Each installment shall be $20,834.00. (iii) Commencement of Lease Payments. Upon the issuance of a Certificate of Occupancy, annual lease payments of $150,000.00 shall commence. Such payments shall be made on a schedule to be determined by the parties in the Agreement. These payments shall be subject to an annualized increase based on the CPI to a max of 3%. The lease payments shall be adjusted at the same frequency as the lease agreement for the City Property on the North side of the Government Center. b. Additional Consideration. As additional consideration, City shall construct (within the improvements to be made by the City on the Property) and provide to the Strand enclosed parking consisting of 82 spaces for the sole and exclusive use of the Strand (or its successors, provided that the spaces are for the sole benefit and use of the Golden Strand at 17901 Collins Avenue and not any other property.) To the extent feasible, the spaces will be constructed on ground level. The parking spaces provided to the Strand shall be unimpeded and transferred in the form of an irrevocable assignment prepared in recordable form. The construction of, all taxes, maintenance, repair, replacement, operational expenses and assessments of the assigned parking spaces shall be at the City's or its successors sole expense, except Strand shall be responsible for any damage to the spaces that result from the negligence of Strand's unit owners or its agents. The City will provide a pedestrian ingress and egress point on the east side of the enclosed parking. Any Declaration of covenants or similar restrictions created in the future regarding the parcel shall include language memorializing the assignment and incorporating and attaching the executed assignment as an Exhibit. c. Site Development. Upon the execution of the Ground Lease, the City shall have the right to develop the site to construct a retail parking garage and other improvements. ("Intended Improvements")The City shall be required to obtain all Golden Strand Board of Directors Letter of Intent Page 3 of5 permits for the Intended Improvements. The City shall have the right to execute application for development permits for the property without the consent of Strand. d. Temporary Parkin2;. Prior to commencement of construction for the Intended Improvements, the City will provide temporary parking at no cost to the Strand. Strand shall have the right to approve the location of the temporary parking if the location is not within the Government Center or the parking garage owned by the Acqualina Hotel. Approval shall not be unreasonably withheld by Strand. 5. Due Dili2;ence. The City will, at its expense, and prior to November 1, 2010 determine whether the Property is suitable for the City's intended use and development of the Property. During the Due Diligence Period, the City may conduct any tests, analyses, surveys and investigations ("Inspections") which it deems necessary to determine to the City's satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with American and Disabilities Act; absence of asbestos, soil and groundwater contamination; and other inspection that the City deems appropriate to determine the suitability of the Property for it's intended use and development. The Strand grants to the City, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting inspections; provided, however, that the City, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. The City shall indemnify and hold harmless the Strand from losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by the City. The City will not engage in any activity that could result in a mechanic's lien being filed against the Property without the Strand's prior written consent. In the event this transaction does not occur, (1) The City shall repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) The City may, at the City's expense, release to the Strand copies of reports and other work generated as a result of the Inspections that are not proprietary or subject to confidentiality agreements 6. "At Risk" Deposit. If the Agreement is executed by the parties and the City fails to develop the property, the first Deposit described in Paragraph 4 a. (i) hereinabove, excluding the refundable amount of $125,000.00, shall be "at risk" and not refundable to the City, subject to the Strand's compliance with the terms of the Agreement and the satisfaction of conditions precedent, if any. 7. Execution. The execution of the Agreement shall take place on or before November 1,2010. Golden Strand Board of Directors Letter of Intent Page 4 of5 8. Standard Provisions. The Lease Agreement including the standard provisions and other items to be incorporated into the Agreement will be as customarily included in real estate transactions of the type contemplated in this letter, in Miami-Dade County. a. Sublease. The City shall have the right to sublease the property under the terms and conditions of the Ground Lease without the consent of Strand. 9. Representation and Warranty. By affixing his signature below, the President represents he has authority to execute this Letter of Intent and he represents that 100% of the Board of Directors have agreed and consented to the terms and conditions contained in this Letter. Alternatively, all members of the Board shall affix their signatures below. 10. No Broker. The City and the Strand acknowledge that they have not dealt with any broker in this contemplated transaction and shall indemnify each other from the claims of any brokers or any parties seeking a real estate commission with respect to the transaction contemplated herein. I 1. Documentation. Immediately following the execution of this letter of intent, the parties shall commence the negotiation of the terms and conditions of the Agreement estimated to be completed within one hundred eighty (180) days, which shall reflect the terms of this letter of intent; provided, however, no party hereto shall have any obligation to enter into the Agreement unless such agreement or document is satisfactory to such party in its sole and absolute discretion. All legal documents are to be prepared by the City at its sole expense and are to be provided to the Strand for review and approval. 12. Approval of the City Commission. This Letter of Intent is subject to the approval of the City Commission. Failure of the City Commission to approve this letter shall be deemed an automatic termination of this agreement. 13. Miscellaneous. This letter supersedes any and all prior discussions or agreements (written or oral) between the parties regarding the contemplated transaction. This letter may be executed in any number of counterparts each of which shall be deemed an original, and all such counterparts together shall constitute one agreement. This letter shall be construed in accordance with and governed by the laws of the State of Florida and the venue shall be Miami-Dade County, Florida. If the above terms are acceptable to you, please execute a copy of this letter and return the same to us on or before seven (7) calendar days from the date of this letter. This Letter is intended to facilitate an agreement on the principal business terms of a proposed lease. It does not contain all of the terms of the lease and shall not be construed as a binding agreement. Neither the Strand nor the City shall be bound by any of the provisions of this letter or by any Golden Strand Board of Directors Letter of Intent Page 5 of5 other proposal unless incorporated into a formal, written lease sale agreement executed by both Parties. This Letter is intended as a basis for the preparation of the Agreement. Very truly yours, Rick Conner Acting City Manager The foregoing letter of intent is accepted and agreed to this _ day of by the Golden Strand: ,2009 Golden Strand Ocean Villa Resort Association, Inc. By: Joseph Feldman Title: President, Board of Directors cc: Martine Quellett, General Manager, Golden Strand April 20, 2009 Golden Strand Ocean Villa Resort Association, Inc C/o Board of Directors Joseph Feldman, President John Cookson, Vice President Marc-Andre Cuerrier, Secretary Yvan Lacroix, Treasurer John Shenk, Director Diane Getschow, Director Claude Archambault, Director 17901 Collins Avenue Sunny Isles Beach, FL 33160 Re: Letter of intent to lease property located in Sunny Isles Beach, Florida Ladies and Gentlemen: We submit this letter ("Letter") to express our interest in entering into a ninety- nine year lease agreement (the "Agreement") between the Strand and the City (each as described below) to lease the Property (also described below) under the following terms and conditions: I. Strand. Golden Strand Ocean Villa Resort Association, Inc by and through its Board of Directors. 2. City, The City of Sunny Isles Beach Florida and/ or its assigns. 3. Property. The Pro~erty consists of approximately .7 acres located on Atlantic Blvd just north of 178t 1 Street in Sunny Isles Beach, Florida, the legal description of which is attached as Exhibit "1" (hereinafter referred to as the "Property"). 4. Lease Terms and Other Consideration. The consideration for this transaction shall be as follows: a. Annual Rent. The proposed annual rent to be paid by City is $150,000.00 commencing upon the issuance of a Certificate of Occupancy for the structure to be constructed, plus any other funds as Exhibit "A" provided in the Agreement (the "Agreement") to be negotiated by the parties. The rent and other funds shall be payable as follows: (i) Deposit. A good faith pre-lease money deposit in the amount of $250,000.00 (the "Deposit"), shall be delivered by City to Strand in two phases. First, $125,000.00 may be provided within two (2) business days of full execution of the Agreement by both the City and the Strand, but in no event later than November 1, 2010. The Deposit plus any accrued interest shall be credited to the Strand. Should the lease Agreement not come to fruition $125,000.00 of the deposit shall be refundable to the City. (ii) Additional Deposit. The City shall deposit an additional money deposit in the amount of $125,000.00 (the "Additional Deposit") to the Strand in six monthly installments commencing on December 1, 2011. Each installment shall be $20,834.00. (iii) Commencement of Lease Payments. Upon the issuance of a Certificate of Occupancy, annual lease payments of $150,000.00 shall commence. Such payments shall be made on a schedule to be determined by the parties in the Agreement. These payments shall be subject to an annualized increase based on the CPI to a max of 3%. The lease payments shall be adjusted at the same frequency as the lease agreement for the City Property on the North side of the Government Center. b. Additional Consideration. As additional consideration, City shall construct (within the improvements to be made by the City on the Property) and provide to the Strand enclosed parking consisting of 82 spaces for the sole and exclusive use of the Strand (or its successors, provided that the spaces are for the sole benefit and use of the Golden Strand at 17901 Collins A venue and not any other property. ) To the extent feasible, the spaces will be constructed on ground level. The parking spaces provided to the Strand shall be unimpeded and transferred in the form of an irrevocable assignment prepared in recordable form. The construction of, all taxes, maintenance, repair, replacement, operational expenses and assessments of the assigned parking spaces shall be at the City's or its successors sole expense, except Strand shall be responsible for any damage to the spaces that result from the negligence of Strand's unit owners or its agents. The City will provide a pedestrian ingress and egress point on the east side of the enclosed parking. Any Declaration of covenants or similar restrictions created in the future regarding the parcel shall include language memorializing the assignment and incorporating and attaching the executed assignment as an Exhibit. c. Site Development. Upon the execution of the Ground Lease, the City shall have the right to develop the site to construct a retail parking garage and other improvements. ("Intended Improvements")The City shall be required to obtain all - Golden Strand Board of Directors Letter of Intent Page 3 of 5 permits for the Intended Improvements. The City shall have the right to execute application for development permits for the property without the consent of Strand. d. Temporary Parkine. Prior to commencement of construction for the Intended Improvements, the City will provide temporary parking at no cost to the Strand. Strand shall have the right to approve the location of the temporary parking if the location is not within the Government Center or the parking garage owned by the Acqualina Hotel. Approval shall not be unreasonably withheld by Strand. 5. Due Dilieence. The City will, at its expense, and prior to November 1, 2010 determine whether the Property is suitable for the City's intended use and development of the Property. During the Due Diligence Period, the City may conduct any tests, analyses, surveys and investigations ("Inspections") which it deems necessary to determine to the City's satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with American and Disabilities Act; absence of asbestos, soil and groundwater contamination; and other inspection that the City deems appropriate to determine the suitability of the Property for it's intended use and development. The Strand grants to the City, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting inspections; provided, however, that the City, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. The City shall indemnify and hold harmless the Strand from losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by the City. The City will not engage in any activity that could result in a mechanic's lien being filed against the Property without the Strand's prior written consent. In the event this transaction does not occur, (1) The City shall repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) The City may, at the City's expense, release to the Strand copies of reports and other work generated as a result of the Inspections that are not proprietary or subject to confidentiality agreements 6. "At Risk" Deposit. If the Agreement is executed by the parties and the City fails to develop the property, the first Deposit described in Paragraph 4 a. (i) hereinabove, excluding the refundable amount of $125,000.00, shall be "at risk" and not refundable to the City, subject to the Strand's compliance with the terms of the Agreement and the satisfaction of conditions precedent, if any. 7. Execution. The execution of the Agreement shall take place on or before November 1,2010. - Golden Strand Board of Directors Letter of Intent Page 4 of 5 8. Standard Provisions. The Lease Agreement including the standard provisions and other items to be incorporated into the Agreement will be as customarily included in real estate transactions of the type contemplated in this letter, in Miami-Dade County. a. Sublease. The City shall have the right to sublease the property under the terms and conditions of the Ground Lease without the consent of Strand. 9. Representation and Warranty. By affixing his signature below, the President represents he has authority to execute this Letter of Intent and he represents that 100% of the Board of Directors have agreed and consented to the terms and conditions contained in this Letter. Alternatively, all members of the Board shall affix their signatures below. 10. No Broker. The City and the Strand acknowledge that they have not dealt with any broker in this contemplated transaction and shall indemnify each other from the claims of any brokers or any parties seeking a real estate commission with respect to the transaction contemplated herein. 11. Documentation. Immediately following the execution of this letter of intent, the parties shall commence the negotiation of the terms and conditions of the Agreement estimated to be completed within one hundred eighty (180) days, which shall reflect the terms of this letter of intent; provided, however, no party hereto shall have any obligation to enter into the Agreement unless such agreement or document is satisfactory to such party in its sole and absolute discretion. All legal documents are to be prepared by the City at its sole expense and are to be provided to the Strand for review and approval. 12. Approval of the City Commission. This Letter of Intent is subject to the approval of the City Commission. Failure of the City Commission to approve this letter shall be deemed an automatic termination of this agreement. 13. Miscellaneous. This letter supersedes any and all prior discussions or agreements (written or oral) between the parties regarding the contemplated transaction. This letter may be executed in any number of counterparts each of which shall be deemed an original, and all such counterparts together shall constitute one agreement. This letter shall be construed in accordance with and governed by the laws of the State of Florida and the venue shall be Miami-Dade County, Florida. If the above terms are acceptable to you, please execute a copy of this letter and return the same to us on or before seven (7) calendar days from the date of this letter. This Letter is intended to facilitate an agreement on the principal business terms of a proposed lease. It does not contain all of the terms of the lease and shall not be construed as a binding agreement. Neither the Strand nor the City shall be bound by any of the provisions of this letter or by any Golden Strand Board of Directors Letter of Intent Page 5 of 5 other proposal unless incorporated into a formal, written lease sale agreement executed by both Parties. This Letter is intended as a basis for the preparation of the Agreement. Very truly yours, Rick Conner Acting City Manager The foregoing letter of intent is accepted and agreed to this _ day of by the Golden Strand: ,2009 Golden Strand Ocean Villa Resort Association, Inc. By: Joseph Feldman Title: President, Board of Directors cc: Martine Quellett, General Manager, Golden Strand