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HomeMy WebLinkAboutReso 2010-1624 RESOLUTION NO. 2010- I ~2 ~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING THE SECOND AMENDMENT TO INGRESS EGRESS AGREEMENT BETWEEN THE CITY AND LA PERLA CONDOMINIUM ASSOCIATION, INC. TO CANCEL USER RIGHTS FOR PARKING SPACES WITHIN LA PERLA CONDOMINIUM, A TT ACHED HERETO AS EXHIBIT "A"; FURTHER, APPROVING A PROMISSORY NOTE IN FAVOR OF THE CITY FOR ONE HUNDRED THOUSAND DOLLARS ($100,000.00), ATTACHED HERETO AS EXHIBIT "B"; AUTHORIZING THE MAYOR TO EXECUTE SAID SECOND AMENDMENT TO AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, by Resolution No. 2004-671, adopted on May 6, 2004, the City and La Perla Sunny Isles, L.L.C. entered into an Ingress Egress Agreement which provides the City with twenty-nine (29) parking spaces within the La Perla Condominium for use by the City; and WHEREAS, by Resolution No. 2005-819, adopted on July 14, 2005, the City Commission approved a First Amendment to the Agreement; and WHEREAS, the City and La Perla have agreed to modify and amend the Ingress Egress Agreement to confirm the cancellation of the City's rights to own or utilize twenty-nine (29) parking spaces within the Project, it being expressly understood that upon execution of this Agreement, the 29 parking spaces at issue can be utilized in any manner by the condominium Association that it may deem fit and proper; and WHEREAS, the City wishes to approve the Second Amendment to Ingress Egress Agreement with La Perla Condominium Association, Inc., attached hereto as Exhibit "A", and approve the Promissory Note in favor of the City for One Hundred Thousand Dollars ($100,000.00), attached hereto as Exhibit "B". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Second Amendment to Agreement and Promissory Note. The Second Amendment to Ingress Egress Agreement, attached hereto as Exhibit "A", and the Promissory Note with La Perla Condominium Association, Inc., attached hereto as Exhibit "B", be and the same, are hereby approved. R2010- Laperla Agmt 29 Parking Spaces Page 1 of3 Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Second Amendment to Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 14th day of October 2010. an S. Edelcup, Mayor ATTEST: ~~~ Jane A. Hines, CMC, City Clerk .. - Moved by: Qo~~~I10 ~.l;4--\ <;~~DLL- Seconded by: Vote: <5-0 Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scholl V(Y es) t1Y es) ~Yes) ~es) .--JL(Yes _(No) _(No) _(No) _(No) _(No) R2010- Laperla Agmt 29 Parking Spaces Page 2 of3 111111I1111I111111111111111111111111I11111111 . CFN 2() 11 R0082254 OR Bk 27578 Pss 0384 - 385~ (2P9S) RECORDED 02f07f2011 09:42:54 HARVEY RUVIN, CLERK OF COURT MIAMI-DADE COUNTY, FLORIDA Record and return to: Hans Ottinot, City Attorney City of Sunny Isles Beach 18070 Collins Avenue 4th Floor Sunny Isles Beach, FL 33160 SECOND AMENDMENT TO INGRESS EGRESS AGREEMENT This Second Amendment to Ingress Egress Agreement is made as of the S-Yl day of October 2010, by the City of Sunny Isles Beach (a Florida municipal corporation (the "City") and La Perla Condominium Association, Inc., its successors and assigns ("La Perla"). RECITALS Whereas, by Resolution No. 2004-671, adopted on May 6, 2004, the City and La Perla Sunny Isles, L.L.C. entered into an Ingress Egress Agreement ("Agreement") which provides the City with twenty nine (29) parking spaces within the La Perla Condominium ("Project") for use by the City; and Whereas, by Resolution No. 2005-819, adopted on July 14, 2005, the City Commission approved a First Amendment to the Agreement; and Whereas, the City and La Perla have agreed to modify and amend the Ingress Egress Agreement to confirm the cancellation of The City's rights to own or utilize twenty nine (29) parking spaces within the Project. It being expressly understood that upon execution of this--Agreement, the 29 parking spaces at issue can be utilized in any manner by the condominium association that it may deem fit and proper. NOW THEREFORE, in consideration of the premises and the mutual covenants and provisions set forth herein, the City and La Perla agree as follows: (1) Recitals. herein. The foregoing recitals are true and correct and are incorporated by reference (2) Parking spaces and Beach Access. Section 7 of the Ingress Egress Agreement is amended to read as follows; 7. Parking Spaces and Beach Access. Notwithstanding any provision in the First Amendment or the Agreement, the City agrees to cancel and terminate any of its rights to use and/or ownership of twenty nine (29) parking spaces within the Project to La Perla for the sum of Two Hundred Thousand Dollars ($200,000.00). La Perla agrees to pay One Hundred Thousand Dollars ($100,000.00) upon the execution of this Amendment. La Perla further agrees to execute a promissory note for the remaining balance of One Hundred Thousand Dollars ($100,000.00). Pursuant to the attached promissory note, La Perla agrees to pay the City the sum of One Hundred thousand Dollars ($100,000.00) over a five (5) year period with an Second Amendment to Ingress Egress Agreement 1 .. OR BK 27578 PG 0385 LAST PAGE l I interest rate of five percent (5%) per year. La Perla shall pay Five Thousand Six Hundred Eighty Two and Four Cents ($5,682.04) on a quarterly basis to the City. The City shall not impose any prepayment penalty. Upon receipt of the initial payment and the execution of this Amendment, La Perla shall not be required to provide parking within the Project for use by the City. When La Perla has satisfied all amounts due under the terms of the promissory note, the City agrees to record in the public records of Miami-Dade County, Florida a document which indicates that the promissory note is satisfied in all respects and should be released as of record. (3) Reaffirmation and Conflicts. Except as expressly modified by this Amendment, the terms of the Ingress Egress Agreement shall remain in full force and effect are herby ratified and affirmed. If any conflicts arise between this Amendment or any other agreements, this Amendment shall control. (4) Recordation. This Amendment may be recorded by the City, at its sole expense, in the Public Records of Miami-Dade County, Florida. IN WITNESS WHEREOF, the undersigned has signed and sealed this instrument on October, ~fl- 2010. l:J" ,," /" ;\~ r '..,,<: '. AT1;.EST: .\ ,"l .f;""'. -. .. ~ lid!"' . ,,_r"{< ". j..1''', ~ ~r"" , ! :.\I. .. .. .' .. 'l . · ,( f I ,... I':J~.. . . t'\. J~e A.\Hines~:€MC, City Clerk ....j) ". '. ~. . ~~."' "~~. APPROVED TO FORM AND LEGAL SUFF I " c.. o-s-o ~~rr0e ~~J 'i. / 1- CITY OF SUNNY ISLES BEACH, a Florida ,~"" orporation ~y: I' /~ , orman S. Edelcup, Mayor 2 PROMISSORY NOTE October .S , 2010 FOR VALUE RECEIVED, the undersigned, La Perla Condominium Association, Inc., a Florida not-for-profit corporation ("Maker" or "La Perla"), promises to pay to the order of City of Sunny Isle Beach ("Payee" or the "City"), a Florida municipal corporation located at 18070 Collins Avenue, Sunny Isles, Beach, FL 33160 or at such other office as Payee may from time to time designate, the principal sum of One Hundred Thousand Dollars ($100,000.00) (the "Indebtedness"), together with interest from the date of execution of the Second Amendment to the Ingress Egress Easement Agreement ("Second Amendment"), at the rate of(5%) per annum. La Perla shall pay the sum of$5,682.04 on a quarterly basis from the date of execution of the Second Amendment. The remaining principal balance shall be paid with accumulated interest within five (5) years from the initial payment on the Note (the Maturity Date). All payments made on this Note shall be applied by Payee to the reduction of the indebtness. The Indebtedness and accrued and unpaid interest thereon shall be due and payable on the Maturity Date. Pursuant to a Second Amendment to the Ingress Egress Easement Agreement, the City has agreed to cancel its rights to use or ownership of twenty nine (29) parking spaces within the parking garage of La Perla Condominium for the sum of Two Hundred Thousand Dollars ("$200,000.00"). La Perla agrees to pay One Hundred Thousand Dollars ($100,000.00) upon the execution of the Second Amendment and the remaining balance of One Hundred Thousand Dollars ($100,000.00) over a five (5) year period with an interest rate of five percent (5%) per year. If this Note is not paid promptly on the Maturity Date in accordance with its terms and is placed in the hands of an attorney for collection, Maker agrees to pay all reasonable attorney's fees and the costs and expenses of collection of this Note incurred by Payee. Maker covenants and agrees that time is of the essence for payments due under this Note. All agreements between Maker and Payee, whether now existing or subsequently arising and whether written or oral, are expressly limited so that, in no contingency whatsoever, whether by reason of acceleration of the maturity of this Note or otherwise, shall the amount paid or agreed to be paid to Payee pursuant to the terms of this Note or otherwise or for the payment or performance of any covenant or obligation contained in this Note or in any other document evidencing, securing or pertaining to the indebtedness evidenced by this Note exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, fulfillment of any provision of this Note or other document, at the time performance of such provision shall be due, shall involve exceeding the maximum amount permissible by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit validly allowed by law. If Payee shall ever receive, as interest or otherwise, an amount which would exceed the highest lawful rate of interest, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other principal indebtedness of Maker to Payee and not to the payment of interest or, if such excessive interest Promissory Note—La Perla Condo Assn. exceeds the unpaid balance of principal of this Note and such other indebtedness, such excess shall be refunded to Maker. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Maker and Payee. This Note shall be prepayable, in whole or in part, at any time and from time to time without premium or penalty at the sole option of the Maker, with the amount of the prepayment being credited first in respect of accrued but unpaid interest and second in respect of principal. No invalid provisions of this Note shall affect or impair any other provision. Maker and each endorser, surety and guarantor acknowledge receipt of a completed copy of this Note. MAKER AND PAYEE, EACH AFTER CONSULTATION WITH FLORIDA COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE, OR THE TRANSACTIONS OR OBLIGATIONS UNDER WHICH THIS NOTE WAS DELIVERED, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING TO THIS NOTE. MAKER AND PAYEE EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL INDUCEMENT TO PAYEE'S ACCEPTANCE OF THIS NOTE AND MAKER AGREEING TO TERMS OF THIS NOTE. No amendment, modification, waiver or discharge of this Note, or any provision of this Note, shall be valid or effective unless in writing and signed by Payee and Maker. This Note shall be construed in accordance with the internal laws of the State of Florida, exclusive of its choice of law principles, and any suit, action or proceeding arising out of or relating to this Note must be commenced and maintained in a court of competent subject matter jurisdiction in Miami-Dade County, Florida and Maker consents to such jurisdiction and venue and waives all objections (including, without limitation,forum non conveniens) thereto. Maker agrees to pay the City's attorney's fees and costs if the City has to file any legal action to enforce the Note. MAKER: 0 La ' -rla Con• •minium ' sociati ii n, By. �.t _ � e►-k-o Q_ , 11 V-cZ - null Print Name and Title V� Promissory Note—La Perla Condo Assn. TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3 II 3 Fax (305) 947-2150 Building Department (305) 947-5107 Fax City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Roslyn Brezin, Commissioner Gerry Goodman, 'Commissioner George "Bud" SchoU, Commissioner Rick Conner, City Manager Hans Ottinot, City Attorney Jane A. Hines, CMC, City Clerk MEMORANDUM The Honorable City CommiSSi~\A r\ / Hans Ottinot, City Attorney \M\5" October 14, 2010 Resolution Approving Second Amendment and Promissory Note Recommendation: This Resolution is presented for your consideration. Reasons: At the time of approval of the La Perla Condominium project, the City was provided with the right to use twenty-nine (29) parking spaces within the condominium. Since the construction of La Perla, the parking spaces have not been utilized effectively. Moreover, the use of the parking spaces has created certain privacy problems for La Perla. As such, La Perla has agreed to pay the City the sum of $200,000.00 to cancel the right to use such parking spaces. Upon the approval of attached Resolution, La Perla shall provide the City with an initial payment of $100,000.00. La Perla has agreed to pay the remaining $100,000.00 over a five (5) year period at a five percent (5%) interest rate. La Perla can pay the balance at anytime with no penalties.