HomeMy WebLinkAboutReso 2009-1478
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RESOLUTION NO. 2009-m~
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, RATIFYING THE
AGREEMENT OF PURCHASE AND SALE OF 16200 COLLINS
AVENUE ATTACHED "A"; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the property located at 16200 Collins Avenue presents a unique opportunity
for the City Commission to purchase property to create more open space; and
WHEREAS, the City and the owners of the property, Plaza Isles LLC negotiated and
closed on the purchase and sale of 16200 Collins Avenue on August 20, 2009.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Purchase and Sale Agreement. The City Commission hereby ratifies
the Agreement for purchase and sale of real property located at 16200 Collins Avenue, in the
amount of$4, 570,000.00 (Four Million Five Hundred and Seventy Thousand Dollars).
Section 2.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this Il+k day of ~2009.
ATTEST:
~~A-~
Jane A. Hines, City Clerk
RatifYing Agreement Of Purchase And Sale Aug 10
Page I of2
--
Moved by:
r1)~ S:.~LL
~l"lf\rA.\S \1 D~CM2 ~ ~ 21 Jj
Seconded by:
Vote: ~-O
Mayor Edelcup
Vice Mayor Thaler
Commissioner Goodman
Commissioner Brezin
Commissioner Scholl
-!L(Y es)
~Yes)
-L.L<Y es)
~Yes)
/7(y es)
_(No)
_(No)
_(No)
_(No)
_(No)
Ratitying Agreement Of Purchase And Sale Aug I 0
Page 2 of2
AGREEMENT OF PURCHASE AND SALE
THIS AGRE~ENT OF PURCHASE AND SALE ("Agreement") is made and
entered into this '3" day of August 2009 by and between PLAZA ISLE LLC ("Seller") and
THE CITY OF SUNNY ISLES BEACH, FLORIDA, a body corporate and politic entity
organized under the laws of the State of Florida ("Purchaser").
WIT N E SSE T H:
WHEREAS, Seller is the fee simple owner of the Realty (hereinafter defined); and
WHEREAS, Seller desires to sell the Property (hereinafter defined) to Purchaser, and
Purchaser desires to purchase the Property from Seller, in accordance with and subject to the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained
herein, and the sum of TEN AND NOli 00 DOLLARS ($10.00), and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound, do hereby agree as follows:
1. Purchase and Sale; Realty. Seller agrees to sell to Purchaser, and Purchaser
agrees to purchase from Seller, all that certain parcel of real property, lying and being in the
County of Miami-Dade ("County"), State of Florida, and of which the legal description is set
forth in Exhibit "A" attached hereto and made a part hereof ("Realty") in fee simple, together
with the following property and rights (the Realty and such property and rights are referred to
herein collectively as, the "Property"):
(a) All surveys, plans, plats, soi I tests. engineering studies, environmental
studies and all other documents, studies, title policies, licenses, permits. authorizations,
approvals, soil and ground water repol1s and asbestos material surveys to the extent any of the
foregoing is in the possession of Seller, and any other intangible rights pertaining to the
ownership and/or operation of the Realty, if any (collectively, the "Documents");
(b) All strips and gores of land lying adjacent to the Realty, together with all
easements, privileges, riparian and other water rights. lands underlying any adjacent streets or
roads, improvements located on the Realty and appurtenances pertaining to or accruing to the
benefit of the Realty; and
(c) All improvements thereon and all equipment and fixtures affixed to the
property or the improvements to the property.
2. Deposit. Upon execution of this Agreement Purchaser shall deliver a deposit of
FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00) (hereinafter referred to as
the "Deposit") with the Purchaser's Escrow Agent: The Deposit shall be deposited by Escrow
Agent in an interest bearing account, and any interest accrued shal I be payable to Purchaser at
Closing. The Deposit shall be credited against the Purchase Price at Closing, and shall be
otherwise subject to the terms and conditions contained herein.
Exhibit "A"
3. Purchase Price~ Manner of Payment. The purchase price ("Purchase Price") to be
paid by Purchaser to Seller for the Property shall be the sum of FOUR MILLION FIVE
HUNDRED SEVENTY THOUSAND DOLLARS ($4,570,000.00), subject to credits, prorations
and adjustments as provided in this Agreement. The Purchase Price shall be payable by
Purchaser to Seller at the Closing.
4. Title and Survey. (a) Within fifteen (15) days of the Effective Date (hereinafter
defined), Purchaser shall obtain the following: (i) a title report issued by a title insurance
company acceptable to Purchaser ("Title Company") enabling a title agent selected by Purchaser
to issue an AL T A Form B title insurance commitment ("Commitment") covering the Realty,
whereby the Title Company agrees to issue an AL T A Form B owner's policy of title insurance
("Title Policy") in the amount of the Purchase Price at Closing, subject only to the matters
("Acceptable Exceptions") which do not adversely affect marketability (as determined by the
standards adopted by the Florida Bar) of title to the Realty or affect the ability of Purchaser to
utilize the Property and develop the Property for municipal and public use purposes to the extent
permitted by law ("Proposed Improvements"), and (ii) hard copies of all exceptions to title set
forth in the Commitment (collectively, the "Title Evidence"). Purchaser may select its own title
agent.
(b) Purchaser shall have the right, at its option, at Purchaser's sole cost and
expense, to obtain an up to date survey of the Realty (certified to a date after the Effective Date)
prepared in accordance with the minimum technical standards imposed by the Florida Board of
Land Surveyors and signed under seal, which survey shall be certified to Purchaser and the Title
Company ("Survey"). If obtained by Purchaser, the Survey shall be considered as a part of the
Title Evidence for purposes of this Paragraph 4.
(c) Purchaser shall review the Title Evidence and shall, within seven (7) days
following receipt of the Title Evidence, notify Seller in writing ("Title Objection Notice") of any
matters in the Title Evidence adversely affecting the marketability (as determined by the
standards adopted by the Florida Bar) of title to the Realty or affecting the ability of Purchaser to
utilize the Property and develop the Proposed Improvements thereon ("Title Defects"). Upon
receipt of the Title Objection Notice, Seller shall use its good faith efforts to cure such Title
Defects; however, Seller shall have no obligation to spend more than $5,000.00 to cure any Title
Defects. In the event that Seller is unable to cure the Title Defects within fifteen (15) days of the
Title Objection Notice ("Title Cure Period") after good faith efforts to do so, Seller shall notify
Purchaser in writing as to which Title Defects remain uncured on or before the end of the Title
Cure Period and Purchaser, at Purchaser's option, may: (i) elect to accept title to the Property
subject to the Title Defects without any adjustment to the Purchase Price (in which event the
remaining Title Defects shall be deemed Acceptable Exceptions); (ii) terminate this Agreement
by written notice thereof to Seller, whereupon this Agreement shall be terminated, and both
parties shall thereafter be released from all further obligations hereunder; or (iii) elect to extend
the Title Cure Period for an additional 15 days (not to exceed forty-five (45) days), and if upon
the expiration of such period Seller shall not have cured the Title Defects, Purchaser shall have
the options set forth in (i) or (ii) above. During the period described in (iii) above, Purchaser
shall have the right, at its sole election, to attempt to cure the Title Defects at it sole expense.
The Closing Date shall be extended to the extent necessary to permit Seller the opportunity to
cure any Title Defects. At Closing, Seller shall provide Purchaser with a gap affidavit in form
reasonably acceptable to the Title Company to permit the Title Company to insure against
Agreement of Purchase and Sale 16200 Collins Ave. 2
adverse matters first appearing in the Public Records on u date subsequent to the effective date of
the Commitment and prior to the recording of the "Deed" (as hereinafter defined) required by the
terms of this Agreement as permitted and in al:cordance with the requirements of
Section 627.7841, Florida Statutes. Seller agrees that it will not take any action after the
Effective Date of this Agreement which shall adversely affect the status of title to the Property.
Seller shall be required to cure any Title Defects and Seller shall satisfy any encumbrances or
liens at time of closing.
5. Inspections. Seller and Purchaser hereby acknowledge that as of the date of the
execution of this Agreement, Purchaser has not yet had an opportunity to complete its final due
diligence and to fully review and evaluate this transaction. If on or before 5:00 p.m. on a date
which is fifteen (15) days from the Effective Date hereof ("Inspection Completion Date"),
Purchaser determines, in its sole and absolute discretion, that Purchaser does not desire to
purchase the Property, then Purchaser shall have the right to give written notice to Seller electing
to terminate this Agreement, provided such notice is delivered to Seller prior to 5:00 p.m. on the
Inspection Completion Date ("Notice of Termination"). In the event such Notice of Termination
is delivered on or before 5 :00 p.m. on the Inspection Completion Date, the parties shall be
released from all further obligations each to the other under this Agreement and the Deposit and
all interest earned thereon shall be returned to Purchaser within 48 hours of demand. In the event
Purchaser is unable to complete its required due diligence within fifteen (15) days, Purchaser
may elect to extend the Inspection Completion Date for a reasonable period of time designated
by Purchaser (not to exceed fifteen (15) days), by providing such notice in writing to Seller.
Purchaser, its agents, employees and representatives shall have access to the
Property at all times subsequent to the Effective Date and prior to the Closing or earlier
termination of this Agreement with full right to: (a) inspect the Property, and (b) to conduct any
and all inspections, investigations and tests thereon, including, but not limited to, soil borings
and hazardous waste studies, and to make such other examinations with respect thereto as
Purchaser, its counsel, licensed engineers, surveyors, appraisers, or other representative may
deem reasonably necessary ("Due Diligence Investigations") provided proper notice is given to
Seller and all agents are accompanied by Sellers representative with the understanding to
maintain full confidentially and not to disturb Sellers Tenant's. Any Due Diligence
Investigations of the Property by Purchaser and all costs and expenses in connection with
Purchaser's Due Diligence Investigations of the Property shall be at the sole cost of Purchaser
and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the
Property. Purchaser shall remove or bond any lien of any type, which attaches to the Property by
virtue of any of Purchaser's Due Diligence Investigations. Upon completion of any such Due
Diligence Investigations, Purchaser shall restore any damage to the Property caused by
Purchaser's Due Diligence Investigations. Purchaser hereby indemnifies and holds Seller
harmless, to the limit of Section 768.28 Florida Statutes from all loss, cost or expense, including,
but not limited to, reasonable attorneys' fees and court costs resulting from Purchaser's Due
Diligence Investigations in connection with the Property. Notwithstanding anything contained
herein to the contrary, Purchaser shall not indemnify or hold Seller harmless with respect to, and
Purchaser shall not be required to, remove, remediate, dispose or otherwise deal with any
"Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property
containing Hazardous Substances which it finds in connection with its Due Diligence
Investigations of the Property. In the event the transaction does not close, Purchaser will provide
Seller all work product and information during due diligence at no cost or expense to Seller.
Agreement of Purchase and Sale 16200 Collins Ave. 3
Within ten (10) business days of the Effective Date, Seller shall deliver to
Purchaser hardcopies of any surveys, engineering reports, inspections reports and environmental
studies, if any, which Seller has in its possession for Purchaser's review. Additionally, Seller
shall provide Purchaser such other documentation as Purchaser may reasonably request with
respect to the Property. Seller shall only provide the foregoing reports to the extent Seller has
same in its possession.
6. Seller's Representations. As a material inducement to Purchaser entering into this
Contract, Seller warrants and represents to and covenants with Purchaser that the following
matters are true as of the Effective Date and that they will also be true as of Closing Date.
Notwithstanding anything to the contrary herein, the effect of the representations and warranties
made in this contract shall not be diminished or deemed to be waived by any inspections, tests or
investigations made by Purchaser or its agents. Seller agrees to indemnify and hold harmless
Purchaser from any and all claims, costs, judgments, damages, fees (including attorney's fees)
repairs, or expenses incurred as a result of any breach of any warranty and representation.
Seller represents warrants and covenants unto Purchaser and agrees with Purchaser as
follows:
(a) The Property is currently subject to leases, tenancies or other occupancy
rights.
(b) The execution, delivery and performance of this Agreement by Seller has
been duly authorized and no consent of any other person or entity to such execution, delivery and
performance is required to render this document a valid and binding instrument enforceable in
accordance with its terms.
(c) Seller is not a "foreign person" within the meaning of the United States tax
laws, to which reference is made in Internal Revenue Code Section 1445(b )(2). At Closing,
Seller shall deliver to Purchaser an affidavit to such effect, which shall also state Seller's social
security number and the state within the United States under which Seller then exists. Seller
acknowledges and agrees that Purchaser shall be entitled to fully comply with Internal Revenue
Code Section 1445 and all related sections and regulations, as same may be modified and
amended from time to time, and Seller shall act in accordance with all reasonable requirements
of Purchaser to effect such full compliance by Purchaser.
(d) There are no representations on behalf of Seller with regards to any
Environmental matters. This is an as-is deal. To Sellers best knowledge, neither Seller nor any of
its affiliates have generated, recycled, reused, sold, stored, handled, transported or disposed of
any Hazardous Substance on the Property during any period of time Seller has had an interest in
the Property. To the best of Seller's knowledge, the Property complies with all applicable local,
state, federal environmental laws, regulations, ordinances or administrative or judicial orders
relating to the generation, recycling, reuse, sale, storage, handling, transport and/or disposal of
any Hazardous Substance. As used herein, the term "Hazardous Substance" means any
substance or material defined or designated as a hazardous or toxic waste material or substance
or other similar term by any federal, state environmental statute, regulation or ordinance
presently in effect, as such statute, regulation or ordinance may be amended from time to time or
Agreement of Purchase and Sale 16200 Collins Ave. 4
any petroleum or petroleum derivative products. To Sellers best knowledge, without limiting the
foregoing Seller further covenants and warrants unto Purchaser that during the period in which
Seller has had an interest in the Property: (i) no asbestos or similar materials now or at any time
in the past have been located upon the Property; (ii) no petroleum, or any petroleum derivative
products have ever been stored or disposed on the Property. Seller hereby discloses to Purchaser
that radon is a naturally occurring radioactive gas, that, when it has accumulated in a building in
sufficient quantities may present health risks to persons who are exposed to it over time. Levels
of radon have been found in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from your county public health unit. To the best of Seller's
knowledge no radon contamination exists or has existed on the Property.
(e) Seller will execute such affidavits and undertakings reasonably required
by the Title Company to issue the Title Policy at Closing to Purchaser in the amount of the
Purchase Price, subject only to the Acceptable Exceptions
(f) Seller shall not at any time while this Agreement is in effect, make or
permit any contract or agreement or impose or allow to impose any new lien, encumbrance or
other matter affecting title to the Property or grant or allow to be granted any right in or on or to
the Property without the prior written consent of Purchaser, which consent may be withheld by
Purchaser
(g) The entering into this Agreement (and the sale of the Property to
Purchaser) (i) shall not constitute a violation or breach by Seller of: (A) any contract, agreement,
understanding or instrument to which it is a party or by which Seller or the Property is subject or
bound; or (B) any judgment, order, writ, injunction or decree issued against or imposed upon
them; and (ii) will not result in the violation of any applicable law, order, rule or regulation of
any governmental or quasi-governmental authority.
(h) Seller and any related party effectuating the transaction contemplated
herein shall provide Purchaser at Closing an affidavit in full compliance with Section 286.23,
Florida Statutes.
The prOVISIons of this Paragraph 6 shall survIve the Closing or the earlier
termination of this Agreement.
7. Default. In the event of a default by Purchaser hereunder not cured by Purchaser
within thirty (7) days after written notice thereof to Purchaser, Seller may as its sole and
exclusive remedy terminate this Agreement by giving written notice to Purchaser and
immediately receive from Purchaser the amount of ONE HUNDRED THOUSAND
DOLLARS ($100,000) ("the Liquidated Sum"), as agreed upon liquidated damages and in full
settlement of all claims of the Seller against the Purchaser arising from or related to this
Agreement. Seller and Purchaser specifically understand and agree that (i) the foregoing remedy
is intended to operate as a liquidated damages clause and not as a penalty or forfeiture provision;
(ii) the actual damages that Seller may suffer if Purchaser defaults are impossible to ascertain
precisely and, therefore, the Liquidated Sum represents the parties' reasonable estimate of such
damages considering all of the circumstances existing on the date of this Agreement; (iii) the
Liquidated Sum is intended to fully compensate Seller for entering into this Agreement and,
therefore, Seller shall not be entitled to bring any action at law or in equity against Purchaser for
Agreement of Purchase and Sale 16200 Collins Ave. 5
an alleged default under this Agreement except such actions as are necessary to obtain the
Liquidated Sum; and (iv) upon receipt by Seller of the Liquidated Sum, this Agreement shall
cease and terminate and be of no further force and effect, and Seller shall have no further claims
against Purchaser under this Agreement except for any claims under any provisions of this
Agreement that specifically survive termination of this Agreement. Seller hereby expressly
waives all rights to seek damages other than the liquidated damages provided for in this
paragraph and agrees to waive any defense of mutuality of remedy.
In the event of a default by Seller under this Agreement, which default is
not cured by Seller within thirty (30) days after written notice thereof to Seller, Purchaser shall
have the option of either: (A) seeking specific performance of Seller's obligations hereunder; or
(B) terminating this Agreement by giving written notice to Seller and immediately receive a
refund of all deposits paid by Purchaser under this Agreement. In the event that Purchaser elects
option (B) above then upon receipt by Purchaser of its deposit, this Agreement shall cease and
terminate and be of no further force and effect, and Purchaser shall have no further claims
against Seller under this Agreement, except for any claims under any provisions of this
Agreement that specifically survive termination of this Agreement. The provisions of this
Paragraph 7 shall survive any termination of this Agreement.
8. Prorations. Real estate taxes, personal property taxes, assessments and all items
of income and expense regarding the Property shall be prorated as of the date of Closing;
provided, however, that assessment lien(s) which had been certified as of the date of Closing,
and pending liens where the improvements have been substantially completed, shall be satisfied
by Seller, in full, at Closing.
In the event that the tax bill for the year of Closing is not available, Seller shall
comply with Section 196.295, Florida Statutes. Under this Section, in the event fee title to the
Property is acquired between January 1, and November 1 of any year by Purchaser, Seller shall
be required to place in escrow with the county tax collector an amount equal to the current taxes
prorated to the date of transfer of title, based upon the current assessment and millage rates on
the land involved. This fund shall be used to pay any ad valorem taxes due, and the remainder of
taxes which would otherwise have been due for that current year shall stand cancelled. It shall be
Purchasers obligation to contact the county tax collector and the foregoing shall not delay the
closing.
In the event fee title to the Property is acquired between November 2 and
December 31, Seller, at least five (5) business days prior to Closing, shall notifY the Property
Appraiser's Office ("Appraiser's Office") of the impending closing date and provide the
Appraisers Office with the legal description, address, folio number and any other relevant
property information in order to obtain from the Appraiser's Office a final tax payoff, which will
be collected at closing. There shall be no proration of taxes and the Purchaser shall be exempt
from the payment of taxes effective on the day of closing. In the event any other expenses
pertaining to the Property are not known at Closing, then such expenses shall be prorated based
on an estimate and the parties will reprorate same upon receipt of the actual bill for such
expenses. In the event there is any recoupment or other consideration payable to applicable
governmental authorities as the result of any change of the use of the Property, then Seller shall
satisfy such obligation at Closing.
Agreement of Purchase and Sale 16200 Collins Ave. 6
The provisions of this Paragraph 8 shall survive Closing.
9. Closing Costs. The parties shall bear the iollowing costs:
(a) Purchaser shall be responsible for (i) the recording cost of the Deed,
(ii) the cost of the Survey (if obtained by Purchaser), (iii) the cost of the Commitment and the
premium for the Title Policy obtained by Purchaser (except that Seller shall reimburse Purchaser
at Closing for the title underwriter's actual cost of the title search fee for the issuance of the
Commitment, up to a maximum of FIVE HUNDRED DOLLARS ($500)), and (iv) documentary
stamps, taxes, surtaxes and other transfer charges in connection with the recordation of the Deed.
(b) Seller shall be responsible for payment of costs of curing any Title Defects
and the recording costs in connection with any curative instruments relating to same, and the
Commission (hereinafter defined).
(c) Each party shall be responsible for payment of its own legal fees.
10. Closing. The Closing shall be held at the office of the City of Sunny Isles Beach
City Attorney's Office, located at 18070 Collins Avenue, Fourth Floor, Sunny Isles Beach,
Florida 33160, with Closing to occur no later than August 20, 2009 following the execution of
the Agreement by the City.
At Closing, the following shall occur:
(a) Seller shall execute and deliver to Purchaser the following documents with
respect to the Property:
(i) A statutory warranty deed ("Deed") subject only to the Title
Exceptions set forth in the Title Commitment;
(ii) A customary construction lien affidavit;
(iii) An affidavit of possession of the Property being conveyed, subject
to the Leasehold rights of the then current tenants on the property;
(iv) A non-foreign affidavit in a form reasonably acceptable to
Purchaser;
(v) Appropriate assignments or bills of sale transferring to Purchaser
all personal property or property rights (including, but not limited to, the Documents)
contemplated by this Agreement or reasonably requested by Purchaser in forms reasonably
acceptable to Purchaser, free and clear of all liens, claims or encumbrances;
(vi) If applicable, appropriate evidence of Seller's formation, existence
and authority to sell and convey the Property;
Agreement of Purchase and Sale 16200 Collins Ave. 7
(vii) Affidavit from Seller disclosing each person having a legal or
beneficial interest in Seller, and in any entity comprising Seller, in compliance with Section
286.23, Florida Statutes, as it may be amended from time to time; and
(viii) Such other documents that the Title Company may reasonably
require in connection with the issuance of the Title Policy to Purchaser and the delivery of good
and marketable title to the Property from Seller to Purchaser as provided in this Agreement,
including, but not limited to, an appropriate "gap" affidavit in order to delete the "gap" exception
and such affidavits required for deletion of the matters of survey, unrecorded easements, parties
in possession and construction lien exceptions otherwise appearing on the Title Policy.
(b) Seller and Purchaser shall each execute counterpart closing statements in a
customary form together with such other documents as are reasonably necessary to consummate
the Closing.
(c) Seller's costs will be adjusted for and deducted on the Closing Statement.
Buyer's cash to close will be delivered by cash, wire transfer, or cashier's check drawn on a bank
reasonably acceptable to Seller.
11. No Brokers. Seller and Purchaser each represent to the other that it has not dealt
with 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 with
respect to this Agreement resulting from the actions of the party making such representations.
Seller and Purchaser 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.
The provisions of this Paragraph 11 shall survive the Closing and any cancellation
or earlier termination of this Agreement.
12. Assignability. Purchaser may not assign its rights hereunder without Seller's
consent, provided, however, that upon any such assignment, any such assignee shall agree to be
bound by the terms and conditions set forth in this Agreement.
13. Notices. Any notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight
courier (such as Federal Express), transmitted via facsimile transmission or mailed by certified or
registered mail, return receipt requested, in a postage pre-paid envelope, and addressed as
follows:
PURCHASER:
The City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Attn: Rick Conner, City Manager and
Hans Ottinot, City Attorney
Agreement of Purchase and Sale 16200 Collins Ave. 8
SELLER:
Haim Yehezkel
Plaza Isle LLC
210 71st. Street, Suite #309
Miami Beach, Florida 33141
With a Copy to:
Joel Piotrkowski, Esq.
Green Kahn Piotrkowski
317 71 St Street
Miami Beach, FL 33143-3013
ESCROW AGENT:
Attn: Artie Montaner
Chicago Title Insurance Co.
2701 Gateway Drive
Pompano Beach, Fl 33069
Notices personally delivered or sent by overnight courier shall be deemed given on the date of
receipt, notices sent via facsimile transmission shall be deemed given upon transmission, and
notices sent via certified mail in accordance with the foregoing shall be deemed given two (2)
days following the date upon which they are deposited in the U.S. Mails.
14. Risk of Loss. If, prior to Closing, the Property or any material portion thereof is
destroyed or damaged, Seller shall promptly notify Purchaser and Purchaser shall have the option
of either: (i) canceling this Agreement by delivery of written notice to Seller and both parties
shall be relieved of all further obligations under this Agreement; or (ii) Purchaser may proceed
with the Closing, whereupon Purchaser shall be entitled to (and Seller shall assign to Purchaser
all of Seller's interest in) all insurance and/or condemnation payments, awards and settlements
applicable to the Property. In the event Purchaser elects option (ii) above in connection with
casualty to the Property in which insurance proceeds are or will be paid and assigned to
Purchaser, then Purchaser shall receive a credit against the Purchase Price for any insurance
deductible that must be paid. In the event of casualty or damage caused by a party other than the
Seller prior to closing, proceeds from the insurance claims shall be rewarded to Seller. In the
event of a casualty or damage caused by a party other than the Seller after closing, proceeds from
insurance claims shall be rewarded to Seller.
15. Development Rights. Upon closing, Purchaser agrees to deposit 40,000 (forty
thousand) square feet in a development rights ("TDRs") in an account created on behalf of the
Seller. The account will be created consistent with the Code of the City of Sunny Isles Beach.
The Seller shall have the right to sell such TDRs for 15 years to any receiving site in the City
without the consent or approval of the City. The Seller shall have the right to sell the TDRs to
any party without the consent or approval of the City except that the Seller shall provide notice
to the City upon a sale in accordance with the City Code.
Agreement of Purchase and Sale 16200 Collins Ave. 9
16. Leasehold Interest.
(a) The City agrees to accept the property as is with the current leases. Upon
execution of this Agreement by Seller, Seller shall provide copies of current leases and the rent
roll to the City. Seller shall not enter into any new leases or modify any existing leases without
the consent of the Purchaser.
( b) The Purchaser and the Seller acknowledge that there is a lease agreement
with a retail store commonly known as 7/11. The Purchaser and Seller further acknowledge that
there are three (3) other leases on the property. The leases are with Miami Juice, Corp., El
Megachuzo Restaurant, and Turnberry Associates and such leases shall expire no later than
August 31, 2011 except one of the lessees may exercise a onetime three (3) year option upon
expiration of the leases. The Property will be delivered to the Purchaser as is except that the
Seller shall terminate at its own expense the lease agreement with 7/11 immediately after
execution of the Purchase and Sale Agreement by the Purchaser. The Purchase and Sale
Agreement is null and void if the 7/11 lease agreement is not terminated by Seller in accordance
with the terms herein. The Seller shall provide copies of leases to the Purchaser within forty-
eight (48) hours of execution of the Agreement.
17. Miscellaneous.
(a) This Agreement shall be construed and governed in accordance with laws
of the State of Florida and in the event of any litigation hereunder, the venue for any such
litigation, shall be in Miami-Dade County. All of the parties to this Agreement have participated
fully in the negotiation and preparation hereof and, accordingly, this Agreement shall not be
more strictly construed against anyone of the parties hereto.
(b) In the event any provision of this Agreement is determined by appropriate
judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal
meaning or reconstrued as such authority determines, and the remainder of this Agreement shall
be construed to be in full force and effect.
(c) In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to all reasonable attorneys fees and costs through all trial and
appellate levels. The provisions of this subparagraph shall survive the Closing and any
termination or cancellation of this Agreement.
(d) In construing this Agreement, the singular shall be deemed to include the
plural, the plural shall be deemed to include the singular and the use of any gender shall include
every other gender and all captions and paragraph headings shall be discarded.
(e)
of this Agreement.
All of the Exhibits to this Agreement are incorporated in and made a part
(f) This Agreement constitutes the entire agreement between the parties for
the sale and purchase of the Property, and supersedes any other agreement or understanding of
the parties with respect to the matters herein contained. This Agreement may not be changed,
Agreement of Purchase and Sale 16200 Collins Ave. 10
altered or modified except in writing signed by the pari:y against whom enforcement of such a
change would be sought. This Agreement shall be binding upon the parties hereto and their
respective successors and assigns.
(g) The term "Effective Date" or such other similar term is the date on which
the last of the parties initials or signs the latest offer. Time is of the essence for all provisions of
this Agreement. All time periods will be computed in business days (a "business day" is every
calendar day except Saturday, Sunday and national legal holidays). If any deadline falls on a
Saturday, Sunday or national legal holiday, performance will be due the next business day. All
time periods will end at 5:00pm, Eastern Standard Time, of the appropriate day.
(h) This Agreement and any subsequent amendments hereto may be executed
in any number of counterparts, each of which, when executed, shall be deemed to be.an original,
and all of which shall be deemed to be one and the same instrument. Facsimile transmission
signatures shall be deemed original signatures.
(i) Until such time this Agreement has been fully executed by both Seller and
Purchaser, Seller agrees that the terms set forth herein shall remain totally and completely
confidential and shall not be revealed or disclosed to any person or party whatsoever, except: (i)
with the consent of Purchaser; (ii) as may be disclosed to Seller's attorneys, accountants and
other representatives that are involved in connection with the consummation of this transaction;
(iii) Seller's investors and/or lenders; (iv) as may be required by applicable law; (v) as may be
necessary in connection with assisting Purchaser in obtaining necessary governmental approvals;
and (vi) in connection with any litigation between the parties.
G) The parties acknowledge that United States Life Insurance Company of
New York, their successors or assigns holds a First Mortgage encumbering the Property (First
Mortgage"). The Closing and the sale of the property is contingent on the Seller obtaining a
release of the First Mortgage or any other mortgage encumberances. In the event that Seller is
unable to obtain the release of the First Mortgage or any other mortgage encumberances, this
Agreement is null and void.
(k) The parties acknowledge that the Seller shall be applying for the consent
of the holder of the First Mortgage. Under the terms of the First Mortgage, the consent can take
up to sixty (60) days to obtain and the closing date will be extended accordingly to accommodate
the Seller obtaining the release of the First Mortgage.
(1) The parties acknowledge that the Seller may engage in a 1031 Exchange.
Purchaser shall cooperate with Seller in such Exchange at no expense or cost to the Purchaser.
Seller shall indemnify and hold harmless the Purchaser from any liability the Purchaser may
sustain as a result of such Exchange.
(m) The Property is sold in an As-Is, Where-As condition. Except as otherwise
provided in this agreement, Seller makes no representations or warranties as it relates to the
property.
Agreement of Purchase and Sale 16200 Collins Ave. II
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first set forth above.
PLAZA ISLE LLC
BY:
Hal
Date Executed:
.tc.
ATTEST
BY:
B~"'OO... LD~
~ Jane Hines, CMC, City Clerk
Date Executed: ~ \ ~1()Cj
t
Agreement of Purchase and Sale 16200 Collins Ave.
12
(
I
Exhibit A
'. .
Parcel lden tjficalion Num her: 3] -2214-008-0220
ALL TI-lA T P~RT OF LOTS 93,94,95 AND 96, TA TU!v1'S OCEAN BEACH PARK, ACCORDING TO THE
PLAT TIIEREOF, AS RECORDED IN PLAT }:lOOK 5, PAGE 35, OF THE PUBLIC RE;CORDS OF MIAMI-
DADE COUNTY, FLOIUDA, BOUNDED AS FOLLOWS: BOUNDED ON TJ-lE NORTHERL Y'SJDE BY A
LINE DRAWN PARALLEL WJTH AND 1069.39 fEEt SOUTH OF,1y1EASURED ATRlGHT ANGLES TO
BROWN;S BASE LINE AS DESCIUBED BELOW:
BOUNDED ON THE SOUTHERLY SlDE BY A LINE DRAWN PARALLEL TO AND 1299.39 FEET
SOUTH MEASUJ:lliD AT RJGHT ANGLES TO TI-IE BROWN'S BASE LINE AS SAID BRO~'S BASE
LINE IS SHOW]\f ON TIlE PLAT .OF SUNNy ISLES BASE LlNE AND TIE-INS,.ACCORDING TO mE
PLA.T ;rHEREOF, AS RECORDED IN PLAT BOOK 34, PAGE 95, OF THE PT.)BLIC ~COIUJS OF lv1IAM.I-
DADE COmny, FLORIDA; BOUNDED ON THE EASTERLY . SIDE BY TIIE WESTERLY .RIGHT-OF-
WAy'OF ST:A IE ROAD A-] -A, AS SHOWN ON THE PLA T THEREOF, A~ RECORDED.IN PLAT BOOK
45;PAGE ~9, OF THE PUBLIC RECORDS OF MJAMI-DADE COUNTY, FLORIDA; BOUNDED ON THE
WESTERLY SIDE BY THE F~CE OF~EA W~LL CONSTRUCTED ALONG TI:JE EAS~Y BANK OR
SHORE LlNE OF OCEAN CANAL AS SHOWN ON TIIE PLATS OF. A lLANTIC ISLAND SUNNY ISLES
A.S.RECORDED IN PLAT Book 34, PAGE 17 AND ~OINCJANA ISLAND, SUNNY lSiES"'~CORDED .
1N P~T BOOK 34, PAGE 100, OF n-rn.PUBLic RECORDS OF MlAMJ-DADE COUNTY,. FLORlDA,
TOGETIIER WlTH ALL RlPARlAN RJ GHTS AND ViA TER PRlVTLEGES TI-iEREUNTO :APPERT AlNJNG
ALSO KNOWN AS 16200 COLLINS A VENiJE, sirNNY ISLES, BEACH. FLORlDA 33] 62. ' '
'-
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City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO:
The Honorable Mayor and City Commission
FROM:
Hans Ottinot, City Attorney
DATE:
9/17/2009
RE:
A Resolution Ratifying the Agreement to Purchase 16200 Collins Avenue
RECOMMENDATION:
It is recommended that the attached Resolution be approved
REASONS:
The City has acquired the property located at 16200 Collins Avenue commonly known as
the Miami Juice Shopping Plaza for $4,570,000.00. This purchase was based on the
authority provided to the City Attorney and the City Manager before the August recess.
The purpose of this Resolution is to ratify the purchase.
ATTACHMENTS:
. Ratifying the Agreement of Purchase and sale of 16200 Collins Avenue
. Agreement
Agenda Item _( 0 V
http://sibagenda.sibfl.net/agenda/Preview .aspx?l temID=82&MeetingID= Date
q - tJ - 09