HomeMy WebLinkAboutReso 2012-1861
RESOLUTION NO. 2012- \~IP\
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE
TRANSFER OF DEVELOPMENT RIGHTS ("TDRS") IN THE
AMOUNT OF SIXTY TWO THOUSAND SIX HUNDRED FORTY
FOUR (62,644) SQUARE FEET OF FLOOR AREA AND THIRTY
TWO (32) UNITS TO CHATEAU BEACH, LLC FOR THE
PROPERTY LOCATED AT 17475 COLLINS AVENUE; FROM
SUB-BANK ACCOUNTS OWNED BY Alms SUNNY ISLES, LLC,
CHATEAU BEACH, LLC, AND GOLD CLUB, INC.; DIRECTING
THE ZONING ADMINISTRATOR OR DESIGNEE TO
TRANSFER THE TDRS FROM THE SUB-BANK ACCOUNT IN
ACCORDANCE WITH ZONING RESOLUTION NO.\~:Z: It{;
I'ROVIDING FOR CONSENT TO TRANSFER TDRS FROM THE
SUB-BANK ACCOUNTS; AUTHORIZING THE ADJUSTMENT
AND MODIFICATION OF THE TDR BANK AND SUB-BANKS;
PROVIDING THE CITY MANAGER WITH THE AUTHORITY
TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS
RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, by Zoning Resolution No.\1-.'2--I2-<f adopted March I, 2012, the City
Commission approved the zoning application submitted by Chateau Beach, LLC (Applicant") for
the transfer ofTDRs in the amount of 62,644 square feet of floor area and 32 dwelling units; and
WHEREAS, Chateau Beach, LLC has purchased 20,000 square feet of TDRs and ten
(IO) dwelling units from the Gold Club Inc. and the purchase has been confirmed by an
assignment agreement between the parties; and
WHEREAS, by Resolution No. 2011-1752, adopted July, 21, 201 I, the City Commission
approved the assignment of transfer of development rights to Abus Sunny Isles, LLC from Plaza
Isles, LLC in the amount of forty thousand (40,000) square feet of floor area and twenty (20)
dwelling; and
WHEREAS, by Resolution No. 2012-1859, adopted February 16, 2012, the City
commission approved the assignment of transfer of development rights to Chateau Beach, LLC
from Jerry's Famous Deli, Inc. in the amount of two thousand six hundred forty four (2,644) of
square feet and two (2) units; and
WHEREAS, the City recognized the assignments of the TDRs to Chateau Beach, LLC,
as described by Exhibit "A" and
WHEREAS, the property receiving the TDRs is described as follows:
Parcel I. Potiion of Govt. Lot 6 of Tatum's Ocean Park Subdivision (PB 10-64) N 100 ft. of Lot
3 East of State Route AlA.
Chateau Beach, LLC TDR Bank Page 1 of 3
Address: 17475 Collins Avenue
WHEREAS, the City Commission agrees to authorize the transfer of the TDRs
contemplated herein in accordance with Section 265-23 of the City Code.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and are
incorporated herein by reference as if they are fully set forth herein.
Section 2. Authorizing the Transfer of Development Rights. Pursuant to Section 265-23 of
the City Code and in accordance with Zoning Resolution No.\1-- Z. IU, the City Commission
hereby authorizes the transfer of the development rights in the amount of 62,644 square feet of
floor area and 32 dwelling units to Chateau Beach, LLC from the TDR sub-accounts of Abus
Sunny Isles, LLC, from the sub-account of the Gold Club, Inc., and from the sub-account of the
Chateau Beach, LLC.
Section 3. Directive to Zoning Administrator. The Zoning Administrator or designee is
hereby directed to transfer the development rights from TOR Bank to Chateau Beach, LLC in
accordance with Zoning Resolution No.\Z''Z.'''U...
Section 4. Consent to Transfer from Sub-Bank Accounts. The consent to transfer TDRs from
the accounts owned by Abus Sunny Isles, LLC and Gold Club, LLC to the Chateau Beach, LLC
Bank reflected in the attached assignment Agreements is hereby approved.
Section 5. Adjustment to TDR Bank. The Zoning Administrator is hereby instructed to make
the necessary adjustments to the TDR account owned by Chateau Beach, LLC, and to make the
necessary adjustments to the City of Sunny Isles Beach TDR Bank to reflect the reduction of
sixty two thousand six hundred forty four (62,644) square feet of floor area and thirty two (32)
dwelling units.
Section 6. Authority of the City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 7.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this \~ day of M.M..W-
~
lime A. Hines, City Clerk
Chateau Beach, LLC TDR Bank Page 2 of 3
Vote: ~- 2-
Mayor Edelcup
Vice Mayor Thaler
Commissioner Aelion
Commissioner Gatto
Commissioner Scholl
Chateau Beach, LLC IDR Bank Page 3 of 3
Moved by:
~ \ U fR~c#- -r WtlXC
c'fv\ri\\<;h\l!)...\e;(2. ~L--\c>,.1
Seconded by:
/(Yes)
.,/ (Yes)
\7(Yes)
_(Yes)
(Yes)
(No)
_(No)
(No)
~(No)
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ABUS SUNNY ISLES, LLC
1000 E. Hallandale Beach Blvd., Suite B
"allandale Beach, FL 33009
February 9,2011
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Re: Transfer of 40,000 Sq. Ft. ofTDRs from Abus Sunny Isles, LLC, a Florida
limited liability company to Chateau Beach, LLC, a Florida limited
liability company
Gentlemen:
The undersigned is the Managing Member of Abus Sunny Isles, LLC ("Abus").
Abus has closed on its sale/transfer of 40,000 square feet of TDRs to Chateau Beach,
LLC, a Florida limited liability company.
You are hereby instructed to transfer from the 40,000 square feet ofTDRs which you are
holding for the benefit of Abus, the amount of 40,000 square feet of TDRs to Chateau
Beach, LLC.
Enclosed is copy of the executed Assignment of Transfer to Development Rights.
If you have any questions, please contact my attorney, Alex D. Sirulnik at 305-443-7211.
Very truly yours,
By:
Manuel Grosskopf,
ASSIGNMENT OF TRANSFER OF DEVELOPMENT RIGHTS
KNOW ALL MEN BY THESE PRESENTS, that Abus Sunny Isles, LLC, a Florida
limited liability company ("Assignor"), for and in consideration of the sum of Ten and NollOO
($10.00) Dollars, and other good and valuable consideration, paid, received from, and on behalf
of Chateau Beach, LLC, a Florida limited liability company ("Assignee"), its heirs, successors,
or agents, in Miami-Dade County, Florida, State of Florida, the receipt and sufficiency of which
is hereby acknowledged and accepted, does hereby grant to Assignee 40,000 square feet of
Transfer of Development Rights ("TDRs") held in an account designed for and held for Abus
Sunny Isles, LLC, with the City of Sunny Isles Beach, Florida.
WHEREFORE, Assignor has on deposit in a TDR Bank with the City of Sunny Isles
Beach, Florida, the amount of 40,000 square feet ofTDRs in an account for the benefit of
Assignee as owner of same;
NOW, THEREFORE, in consideration of the mutual promise and exchange between the
parties and other good and valuable consideration, the parties agree and stipulate as follows:
1.
herein.
The above recitals are truc and correct and are hereby incorporated by reference
2. Assignor upon execution of this Assignment, hereby assigns and transfer 40,000
square feet ofTDRs to Assignee, its heirs, successors, or agents.
TO HAVE AND TO HOLD, the same unto the said Assignee, its heirs, legal
representatives, successors, administrators and assigns forever.
IN WITNESS WHEREOF, the party hcrein has caused this Assignment of Transfer
Develop~t Rights, to ~Sf,y its duly authorized representative freely and voluntarily
on this ~ day of W. ,2012.
(See Separate Signature Pages)
Witnessed: ASSIGNOR:
Q~
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P 'nt Name: t'L/-1Ul..~ r)Jet-t <$A..
By:
Manuel Grosskopf, M
P'itNat11~
STATE OF FLORIDA )
:SS.
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 911 day of
, 2012, by Manuel Grosskopf, Managing Member of Abus Sunny Isles, LLC, a
Ited liability company, who is personally known to me or who has produced
as identification and who did take an oath.
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Witnessed:
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ASSIGNEE:
CHATEAU
a Florid united (iabilit
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STATE OF FLORIDA
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:SS.
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COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged beforc me this 9 ~ day of
,2012, by Manuel Grosskopf, Manager of Chateau Beach, LLC, a Florida limited
liability mpany who is personally known to mc or who has produced
as identi Ication and who did take an oath.
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UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF ABUS, LLC
The undersigned, being the Sole Managing Member of ABUS SUNNY ISLES, LLC, a Florida limited
liability company (the "Company"), does hereby agree to the following actions which have been duly adopted by all
of the members of the Company in lieu of holding a meeting, in compliance with the Articles of Organization for the
Company, to-wit:
WHEREAS, the Company intends to transfer 40,000 square feet of Development Rights to Chateau Beach,
LLC;
NOW, THEREFORE, BE IT RESOLVED, that the fornI, ternlS and provisions of, and the documents in
cOlmection with the transfer by the Company to Chateau Beach are hereby authorized and approved in all respects,
and that Manuel Grosskopf as Managing Member of the Company is hereby authorized on behalf of the Company,
and hereby is, acting singly, authorized and empowered to execute, deliver and perfonn, in the name and on behalf
of the Company, and to bind the Company to, any and all documents, instruments, agreements, amendments,
assignments, affidavits and closing statement and certificates of any kind or nature whatsoever, including, without
limitation, any ancillary documents required in connection with the purchase contemplated under the Purchase and
Sale Agreement referenced herein and to take from time to time any other actions which he in his sole discretion as a
manager shall detennine to be necessary or appropriate to effectuate the foregoing transaction; and it is further
RESOLVED, that the execution and delivery of any document or instrument by Manuel Grosskopf on
behalf of the Company shall constitute conclusive evidence that the terms and conditions contained in the
documents and instruments associated with the foregoing have been detennined to be appropriate by the Company
pursuant to these resolutions and are binding upon the Company; and it is further
RESOLVED, that Manuel Grosskopf, on behalf of the Company hereby certifies that these resolutions have
been duly adopted and that they are in conformity with the Articles of Organization, a true, correct and complete
copy of which is attached hereto as Exhibit "A", together with any and all amendments therelo, and has not
otherwise been further amended or modified and is in full force and effect as of the date hereof; and further certifies
that no operating agreement of the Company currently exists.
8 IN WITNESS WHEREOF, the undersigned members of the Company have executed this consent as of the
~ day of February, 2012.
ABUSSU
a Flori
By:
Manuel Grosskopf, Managing
STATE OF FLORIDA
COUNTY OF MIAMI-DADE If
Sworn to or afljl'ned and signed before me on February!, 2012 by the above signatory in and he has produced
his At/I1- as identification or he is personally known.
rge
INDEMNIFICATION AGEEMENT
This Indemnification Agreement dated this ~ day of ~ . 2012, by Chateau Beach,
LLC, a Florida limited liability company ("Chateau"), and ABUS S~ LLC, a Florida limited liability
company ("ABUS") in favor of the City of Sunny Isles Beach, Florida (the "City").
WITNESSETH:
WHEREAS, ABUS has assigned to Chateau 40,000 sq. ft. of the Transfer of Development Rights
("TORs") held in an account designated and held for the benefit of ABUS with the City; and
WHEREAS, ABUS and Chateau have agreed to indemnify and hold harmless the City as
hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby
agree as follows:
1. The above recitals are true and correct and are incorporated herein.
2. ABUS has assigned to Chateau 40,000 sq. ft. of TORs which are held in an account for the
benefit of the ABUS.
3. Chateau and ABUS, agree and do hereby indemnify and hold harmless the City from any
liability as to any claims that may arise between them or any private parties as a result of
the transfer of the TORs from ABUS to Chateau.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year
first above written.
(See separate signature pages)
1
Witnessed:
~
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Print Name: U~ r;:1c~,<0.-
t.m, ~II
~.
STATE OF FLORIDA
COUNTY OF MIAMI-DADE)
:55.
CHATEAU BEACH, LLC,
a Florida' I ed liability
Manuel Grosskopf,
The foregoing instrument was acknowledged before me this f ~ day Of~ 2012,
by Manuel Grosskopf, Manager of Chateau Beach, LLC v' who is personally known to me or _ who
has produced as identification and who did take an oath.
"~I....~fi;;:., DAISY M. SOTOLONGO
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Witnessed:
ASSIGNEE:
~~
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c.:VA-. ,,,,r
Print Name: '1'-1 L4
ABUS SUNNY ISLES, LLC,
f,'fa~
By:
~".m.Q~ \t.v.,
STATE OF FLORIDA
:SS.
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this 9~
~//AA//_ 2012y by Manuel Grosskopf, Managing of Abu Sunny Isles, LLC, a
Nr~y, L who is personally known to me or _ who has produced
identification and who did take an oath.
day of
Florida limited liability
as
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ABUS, LLC
1000 E. Hallandale Beach Blvd., Suite B
Hallandale Beach, FL 33009
February 9,2011
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Re: Transfer of2,644 Sq. Ft. ofTDRs from Abus, LLC, a Florida limited
liability company to Chateau Beach, LLC, a Florida limited liability
company
Gentlemen:
The undersigned is the Manager of Abus, LLC ("Abus").
Abus has closed on its sale/transfer of2,644 square feet ofTDRs to Chateau Beach, LLC,
a Florida limited liability company.
You are hereby instructed to transfer from the 2,644 square feet of TDRs which you are
holding for the benefit of Abus, the amount of 2,644 square feet of TDRs to Chateau
Beach, LLC.
Enclosed is copy of the executed Assignment of Transfer to Development Rights.
If you have any questions, please contact my attorney, Alex D. Sirulnik at 305-443-7211.
Very trul y yours,
ASSIGNMENT OF TRANSFER OF DEVELOPMENT RIGHTS
KNOW ALL MEN BY THESE PRESENTS, that Abus, LLC, a Florida limited liability
company ("Assignor"), for and in consideration of the sum of Ten and Noll 00 ($10.00) Dollars,
and other good and valuable consideration, paid, received from, and on behalf of Chateau Beach,
LLC, a Florida limited liability company ("Assignee"), its heirs, successors, or agents, in Miami-
Dade County, Florida, State of Florida, the receipt and sufficiency of which is hereby
acknowledged and accepted, does hereby grant to Assignee 2,644 square feet of Transfer of
Development Rights ("TDRs") held in an account designed for and held for Abus, LLC, with the
City of Sunny Isles Beach, Florida.
WHEREFORE, Assignor has on deposit in a TDR Bank with the City of Sunny Isles
Beach, Florida, the amount of 2,644 square feet of TDRs in an account for the benefit of
Assignee as owner of same;
NOW, THEREFORE, in consideration of the mutual promise and exchange between the
parties and other good and valuable consideration, the parties agree and stipulate as follows:
I.
herein.
The above recitals are true and correct and are hereby incorporated by reference
2. Assignor upon execution of this Assignment, hereby assigns and transfer 2,644
square feet ofTDRs to Assignee, its heirs, successors, or agents.
TO HAVE AND TO HOLD, the same unto the said Assignee, its heirs, legal
representatives, successors, administrators and assigns forever.
IN WITNESS WHEREOF, the party herein has caused this Assignment of Transfer
Developn}fnt Rights, to be exec by its duly authorized representative frcely and voluntarily
on this '1 dayof!M , 2012.
(See Separate Signature Pages)
Wit5Z.e:
"C.::.v
pr[n Name: t~0-t.fL-A J--. .J-c"'~M..
ASSIGNOR:
P nt Name:-j\'N~ ~I
STATE OF FLORIDA )
:SS.
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this 9t!t day of
,2012, by Manuel Grosskopf, Manager of Abus, LLC, a Florida limited liability
com pan who is personally known to me or who has produced as
identification and who did take an oath.
,"ii'W'iit.. DAISY M. SOTOLONGO
!:f"K "[;1 lAY COMMISSION' DO 641976
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Witnessed:
f?~
Prrnt Name: W~VI r::rC-~L'^-
;jL:",~~
ASSIGNEE:
STATE OF FLORIDA )
:SS.
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this 9~ day of
,2012, by Manuel Grosskopf, Manager of Chateau Beach, LLC, a Florida limited
liabili company who is personally known to me or who has produced
as identification and who did take an oath. ~N~/ 1;;11
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UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF ABUS, LLC
The undersigned, being the Sole Member and a Manager of ABUS, LLC, a Florida limited liability
company (the "Company"), does hereby agree to the following actions which have been duly adopted by all of the
members of the Company in lieu of holding a meeting, in compliance with the Articles of Organization for the
Company, to-wit:
WHEREAS, the Company intends to transfer 2,644 square feet of Qevelopment Rights to Chateau Beach,
LLC:
NOW, THEREFORE, BE IT RESOLVED, that the form, ternlS and provisions of, and the documents in
connection with the transfer by the Company to Chateau Beach are hereby authorized and approved in all respects,
and that Manuel Grosskopf as Manager of the Company is hereby authorized on behalf of the Company, and hereby
is, acting singly, authorized and empowered to execute, deliver and perfonn, in the name and on behalf of the
Company, and to bind the Company to, any and all documents, instruments, agreements, amendments, assignments,
affidavits and closing statement and certificates of any kind or nature whatsoever, including, without limitation, any
ancillary documents required in connection with the purchase contemplated under the Purchase and Sale Agreement
referenced herein and to take from time to time any other actions which he in his sole discretion as a manager shall
detemline to be necessary or appropriate to effectuate the foregoing transaction; and it is further
RESOLVED, that the execution and delivery of any document or instrument by Manuel Grosskopf on
oehalf of the Company shall constitute conclusive evidence that the tern's and' conditions contained in the
documents and instruments associated with the foregoing have been detennined to be appropriate by the Company
pursuant to these resolutions and are binding upon the Company; and it is further
RESOLVED, that Manuel Grosskopf, on behalf of the Company hereby certifies that these resolutions have
been duly adopted and that they are in conformity with the Articles of Organization, a true, correct and complete
copy of which is attached hereto as Exhibit "A", together with any and all amendments thereto, and has not
otherwise been further amended or modified and is in full force and effect as of the date hereof; and further certifies
that no operating agreement of the Company currently exists.
'I
IN WITNESS WHEREOF, the undersigned members of the Company have exeeuted this consent as of the
day of February, 2012.
By:
Manuel Grosskopf, Memb
er
ST ATE OF FLORIDA
COUNTY OF MIAMI-DADE ~
Swom to or affinned and signed before me on February~, 2012 by the above signatory in and he has produeed
his as identification or he is personally known.
...:-.':t..!/'tt,',.., ~'.~,I.')Y M. SOTOLONGO
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INDEMNIFICATION AGEEMENT
This Indemnification Agreement dated this L day of J1?JJWf.t 2012, by Chateau Beach,
LLC, a Florida limited liability company ("Chateau"), and ABUS, LLC, a Florida limited liability company
("ABUS") in favor of the City of Sunny Isles Beach, Florida (the "City").
WITNESSETH:
WHEREAS, ABUS has assigned to Chateau 2,644 sq. ft. of the Transfer of Development Rights
("TORs") held in an account designated and held for the benefit of ABUS with the City; and
WHEREAS, ABUS and Chateau have agreed to indemnify and hold harmless the City as
hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby
agree as follows:
1. The above recitals are true and correct and are incorporated herein.
2. ABUS has assigned to Chateau 2,644 sq. ft. of TORs which are held in an account for the
benefit of the ABUS.
3. Chateau and ABUS, agree and do hereby indemnify and hold harmless the City from any
liability as to any claims that may arise between them or any private parties as a result of
the transfer of the TDRs from ABUS to Chateau.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year
first above written.
(See separate signature pages)
1
Witnessed:
Q~~/
./ ' C
Print Name: l~4-Lr6'\ p:frA..('~
t::~~
STATE OF FLORIDA
:ss.
COUNTY OF MIAMI-DADE)
CHATEAU BEACH, LLC,
By:
The foregoing instrument was acknowledged before me this 9?/!J day 0~2012'
by Manuel Grosskopf, Manager of Chateau Beach, LLC :/' who is personally known to me or _ who
has produced as identification and who did take an oath.
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Witnessed:
ASSIGNEE:
a~r::..--
./
ABU5, LLC,
y
Print Name:
u~ /:;jCt(~'-
By:
&\),,~ \~\)'-\ \
STATE OF FLORIDA
:55.
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this tJlb. day of
~ ' 2012, by Manuel Grosskopf, Manager of Abus, LLC, a ~Iorida limited liability company,
V wh is personally known to me or _ who has produced as
identification and who did take an oath.
-."
""I'!N''!!!'''', '--"i;,~,;';'i M. SOTOLONGO
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PURCHASE AND SALE AGREEMENT
TillS P~CHASE AND SALE AGREEMENT ("Agreement") is made and entered into as
of 06lOM 1, , 2011 ("Effective Date") by and among Chateau Beach LLC, a Florida limited
liability company ("Purchaser") and The Gold Club Inc. a Florida COIporation AKA "Gold Club Inc."
("Seller"), whose address for purposes hereof is 255 Sunny Isles Blvd, Sunny Isles Beach, FL 33 160.
Recitals
Seller is the owner and holder of Twenly Thousand (20,000) square feet of development rights
(the Development Rights"), and is ready, wiUing and able to sell the Development Rights to Purchaser,
upon the lerms set forth herein.
In consideration of Ihe mutual covenanls, conditions, and agreements set forth below, end other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
I. Recitals. The foregoing recitals are true and are incorporated by this reference as if set
out in full in the body of this Agreement.
2. Purchase Transaction.
Purchaser shall purchase and SelIer shall sell the Development Rights inexchange
for Ihe sum of Five Hundred Thousand dollars (S500,000.00).
3. Deoosit
Upon the execution of this Agreement by both parties ("Effective Date")
Pl1TChaser shall place in escrow with Alex D. Sirulnik, P.A. ("Escrow Agent") the sum of One Hundred
Thousand dollars (SIOO,OOO.OO) ("Deposit").
4. Due DiliRence Period. Purchaser shall have a period of 15 business days ("Due Diligence
Period") from the Effective Date to conduct any and all inspections Pl1TChaser deems appropriate relating
to the Development Rights. Seller shall cooperate with Purchaser with any reasonable request by
Purchaser during the Due Diligence Period, including delivery of any documents evidencing Seller's
ownership of the Development Rights. If Purchaser is not satisfied with the resulls of Purchaser's
investigations, in its sole discretion, Purchaser may terminate this Agreement by delivering written notice
to Seller prior to expiration of the Due Diligence Period and upon delivCI)' of such notice, Purchaser shall
be entitled In the return of Purchaser's deposit without the requirement of further authorization from
Seller. Ifpurchaser does not tenninate this Agreement prior to the expiration of the Due Diligence Period
as sel forth herein, Pun:haser acknowledges that the total Deposit in the amount of SIOO,OOO.OO, as set
forth in Paragraph 4 above shall be fully earned by Seller and shall be non-refundable to Purchaser.
5. Closin. Date
The closing of this trnosaction shall take place within 30 business days from
expirntion of the Due Diligence Period. Notwithstanding the foregoing, the Closing and Purchaser's
obligation 10 purchase Ihe Development Rights shall be conditioned upon the City of Sunny Isles
._ 0" _.. or_.. 0" ~.,,", ofCollio. A_.. ~
6. Closin2 Costs
(a) Seller shall pay Ibe costs of transfer tax and documentary stamps. if any. on
the assignment of the Development Rights and its own attorney's fees and any costs associated with
notifying the City of Sunny Isles of Ibe transfer of the Development Rights.
(b) Purchaser shall pay any expenses related to its due diligence and inspections
performed therein and its own attorney's fees.
7. Documents to be delivered at Closin2
(a) Seller sball deliver at Closing to Purchaser:
(i) An Assignment of the Development Rights or other conveyancing
document in a form that is reasonably acceptable to Purchaser and its
counsel to mIDsfer the Developmeol Righls.
(ii) Written confumation that il has complied with Ibe requirements. if
any, to notify the City of Sunny Isles oflbe transfer.
(iii) Evidence that Seller is authorized to freely transfer Ibe Development
Rights.
(iv) Written confirmation from the City of Sunny Isles Ibat the
Development Rights are owned hy Seller and ready and available for
transfer.
(v) A cOJporale resolulion of Seller authorizing the individual executing
the documents to do so on Seller's behalf.
(vi) Any and all such other reasonable and customary documents
necessary to consummate the closing of tbis purchase and sale
transaction.
(b) Purchaser shall deliver al Closing to Seller:
(I) the Balance of the Purchase Price
(i1) A cOlporale resolution authorizing the individual executing the
documents on Purchaser's hehalfto do so on Purchaser's behalf.
(iii) Any and all such other reasonahle and customary documents
reasonably required hy Seller's counsel.
8. Commission.
Seller and Purchaser agree Ihat no Broker other than _NI A . have been
involved in the negotiation of this transaction and Seller shall pay a commission of _N/A_
percent L %) oftbe purchase price to _ N/A upon the closing of this transaction.
9. Escrow A2ent.
(a) The duties of Escrow Agent are purely ministerial in nature and shall be
expressly limited to the safekeeping of Ihe Assignment, and for the disposition of same in
2
~
accordance with this Agreement. Each of the parties to this Agreement shall and do joinUy and
severally indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all
claims, liabilities, damages, costs, penalties, losses, actions, suits, or proceedings at law or in
equity, or any otber expenses, fees, or charges of any character or nsture, which Escrow Agent
may incur in connection with this Agreement nr which may result from Escrow Agen1's following
of instructions from the parties, whether or not litigation is instituted.
(b) Escrow Agent shall not be liable: (i) to any of the parties for any acl or omission
to act excepl for Escrow Agent's own gross negligence or willful misconduct; (ii) for any legal
effecl, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow
Agent or exchanged by the paJtics under this Agreement, (Hi) for the default, error, action, or
omission of any party to this Agreement other than Escrow Agent; or (iv) for Escrow Agent's
compliance witb any legal process, subpoena, writs, orden;, judgments, and decrees of any court,
whether issued with or without jurisdiction, and whether or not subsequently vacated, modified,
set aside, or reversed.
(c) Escrow Agenl may: (i) act in reliance upon any writing or instnunent or signature
which it, in good faitb, believes to be bona fide and genuine; (ii) assume the validity and accuracy
of any statement contained in sucb a writing or instrument: and (iii) assume that any penon
purporting to give any writing, notice, advice, or instructions in connection with the provisions of
tbis Agreement has been duly authorized to do so. Escrow Agent sball not be liable in any
manner for the sufficiency or correctness as to fonn, malUler, and execution, or validity, of any
instrument deposited in escrow, or as to the identily, authority, or right of any person executing
same. Nothing contained herein shall be deemed to prevent Escrow Agent from serving in a
similar capacity on behalf of others.
10. Disoutes.
(a) If any dispute arises among any of the parties to this Agreement and/or any third
parties (whether concerning this Agreement, Escrow Agent's duties hereunder, the disposition of
the Assigrunent, or any other matters), or if Escrow Agent sball be uncertain as to its duties or
rights under this Agreement or shall receive instructions, claims, or demands from any of the
other parties to this Agreement and/or any third paJties witb respect to the Assignment which, in
Escrow Agent's opinion, are in conflict with each other or with any provision of this Agreement,
or if Escrow Agenl is joined as a party to a lawsuit by virtue of the fact that it is holding the
Deposit Agenl, upon giving written notice to Seller and Purchaser, shall: (i) continue to bold the
Deposit in escrow until such time as sucb dispute, uncertainly or lawsuit sball have been resolved
to Escrow Agent's satisfaction, or by a final order or judgment of a court of competent
jurisdiclion: or (Ii) interplead the Deposil by filing an interpleader action in the Circuit Court in
and for Miami-Dade County, Florida (to the jurisdiction of which all parties do bereby consent)
and depositing the Deposit into the registry of the cowt, whereupon Esorow Agent shall be
relieved and released from any further liability as Escrow Agenl under this Agreement.
(b) Seller acknowledges tbat Alex D. SiJUlnik, P.A. is acting as Escrow Agent
hereunder and is counsel 10 Purchaser. In Ihe event of any dispute between Seller and Purcbaser,
Alex D. Sirulnik, P .A. shall be pennitted to continue 10 represent Purchaser in such dispute,
including, withoullimitation, any dispute over the delivery or release oflhe Deposit.
I I. Attomevs' Fees. In any dispute among the parties related to this Agreement, Ibe party or
paJti.. not substantially prevailing shaJl pay, and shail be jointly and seve/1llly liable for: (i) the
reasonable attorneys' fees and costs of the other paJty or parties involved in the dispute, and (ii) the
J
amount owed to Escrow Agent under this Agreement for any attorneys' fees, costs, damages, or losses
incurred by Escrow Agent in connection with such dispute.
12. Indemnification. Seller and Purchaser, jointly and severally, agree 10 indemnify and hold
Escrow Agent harmless from and againsl any and aU liabilities incurred by ii, and to indemnify and hold
it harmless from and against any and all losses, costs, claims, damages, liabilities, and expenses, including
reasonable allorneys' fees and other costs and expenses incurred, sustained by, or asserted against it, other
than those arising oul of the gross negligence or willful misconduct of Escrow Agent, including
reasonable costs of invesligation and attorneys' fees and disbursements which may be imposed upon
Escrow Agenl Or incurred by Escrow Agent in connection with the acceptance of its appointmeot
hereunder or in the performance of its duties hereunder, including any Iitigalion arising from this
Agreement or involving the Deposit.
13. Notices. All notices and other conununications required or permitted to be given under
this Agreement shall be in writing and shall be hand delivered or mailed by certified or registered mail,
postage prepaid, or hy Federal Express, or similar overnight delivery service, addressed as follows:
If to Purchaser: 1000 E. Hallandale Beach Blvd.
SuiteB
Hallandale Beach, Florida 33009
Attention: Manuel Grosskopf
If to SeUer:
John C. Lukacs, Esq.
John C. Lukacs, P.A.
201 Sevilla Avenue, Suile 305
Coral Gables, FOOda 33134
If to Escrow Agent: Alex D. Sirulnik, P.A.
2701 Ponce de Leon Blvd., Suite 202
Coral Gables, Florida 33134
Attention: Alex Sirulnik, Esq.
Notice shall be deemed to have been given upon receipt or refusal.
14. Bindin2: Asshrnment.
TIris Agreement shall be binding upon Ihe parties and their respective successors. . This
Agreement is not assignable by Pun:haser, and any purported assignment shall be null and void and of no
effect.
15. Calculation of Time Frames
All time frames herein shall be calculated based on business days.
16. Waiver: Modification.
The waiver of any terms, provision or condition of this Agreement shall be effective only
if in wriling and signed by all the parties to lhis Agreement, and then only in the specific instance and for
Ihe particular purpose for which it was given. No failure to exercise and no delay in exercising any righl
or power under this Agreemenl shall operate as a waiver thereof. No modification, amendment,
4
cancellation or rescission hereof shall be valid and binding, unless it is in wriling and signed by all parties
to this Agreement.
] 7. Enlire Al!l'eement.
This Agreement constitutes the enlire agreement and understanding among tbe parties as
to tbe subject mailer hereof, and shall not be modified in any manner except by an instrument in
writing execuled by the parties or their respective successors in interest.
18. Headin.s.
The headings used in this Agreement are for convenience only, and shall not be used in
interpreting or construing any provision of this Agreemenl.
19. Counteroarts: Facsimile Deliverv.
This Agreement may be executed in any number of counterparts. Each such counterpart
shall be deemed to be an origiDBI instrument, but all such counterparts together shall constitute
but one Agreement. This Agreement U18y be executed via facsimile transmission, and facsimile
counterparts shall have the same force and effect as original signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Dale.
c W~SS OR ATI'EST: .
f>rinte arne: A I~ s..r; "l {"" ~
Chateau Beach L
P ted Name: M . ~&<... liability company
PURCHASER:
By:
SELLER:
The Gold Club Inc., a Florida Corporation
By: Marjorie Tobin
President
Printed Name:
Printed Name:
5
cancellation or rescission hereof shall be valid and binding, unless it is in writing and signed by all parties
to this Agrecment
J 7. EntIre AlUeement.
This Agreement constitutes the entire agreement and Wlderstanding among the parties as
to the subject matter hereof, and shall not be modified in any manner except by an instrument in
writing executed by the panies or their respective successors in interest.
18. Headinos.
The headings used in this Agreement are for convenience only, and shall not be used in
interpreting or construing any provision of this Agreement.
19. Counternarts. Facsimile Delivery.
This Agreement may be executed in any number of eounterparts. Each such counterpart
shall be deemed to be an original instrumen~ but all such cOWlterparts logether shall consti tute
hut one Agreement. llus Agreement may be executed via facsimile transmission, and facsimile
cOlDlterparts shall have the same force and effecl as original signatures
IN WITNESS WHEREOF, Ihe parties have executed this Agreement as of the Effective Date.
WIThlESS OR A ITEST:
PURCHASER:
Printed Name:
Chateau Beach LLC, a Florida limited
liability company
Printed Name:
By:
. Manager
SELLER:
The Gold Club Inc., a Florida Corporation
~c~
~:~~~:~
By"fd~':;:rie {Ob~
President
5
INDEMNIFICATION AGEEMENT
This indemnification Agreement dated this 12- day of Ocl,-ob.. r , 2011, by THE GOLD CLUB,
INC., A FLORIDA CORPORATION ("THE GOLD CLUB"), and CHATEAU BEACH, LLC, A FLORIDA LIMITED
LIABILITY COMPANY ("CHATEAU BEACH") in favor of the City of Sunny Isles Beach, Florida (the "City").
WITNESSETH:
WHERl:AS, THE GOLD CLUB has assIgned to C.HAHAU BEAC.H the 20,000 sq. ft. of the Transfer of
Development Rights ("TORs") held In an account designated and held for the benefit of THE GOLD CLUB
with the City; and
WHEREAS, THE GOLD CLUB and CHATEAU BEACH have agreed to indemnify and hold harmless
the City as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the receipt of which Is hereby acknowledged, the parties do hereby
agree as follows:
1. The above recitals are true and correct and are Incorporated herein.
2. THE GOLD CLUB has assigned to CHATEAU BEACH the 20,000 sq. ft. of TORs which are held
in an account for the benefit of the City.
3. THE GOLD CLUB and CHATEAU BEACH, agree and do hereby indemnify and hold harmless
the City from any liability as to any ciaims that may arise between them or any private
parties as a result of the transfer of the TORs from THE GOLD CLUB to CHATEAU BEACH.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year
first above written.
(See separate signature pages)
1
Witnessed:
The Gold Club, Inc.,
a Florida corporation
.
By: (/7-'-' I ~
Marjorie Tobin, President
5TATE OF FLORIDA
:55.
COUNTY OF MIAMI-DADE)
The foregoing instrument was acknowledged before me this \~
day of
O(J\)r:tJ { . 2011, by Marjorie Tobin, President of The Gold Club, Inc., a Florida corporation, v
who Is personally known to me or _ who has produced as
identification and who did take an oath.
,,~.~:
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~. . MYCOMllLlSIOOIOO~
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'on\....
2
Witnessed:
ASSIGNEE:
CHATEAU BEACH LLC, a Florida
-;lItJ----
Print Name: #Lr/1/l11 f. du
STATE OF FLORIDA
:55.
COUNTY OF MIAMI-DADE)
~ ;he foregoing Instrument was acknowledged before me this
I~ . 2011, by Manuel Grosskopf, Manage; of Chateau Beach, lLC, a florida limited liability
company, L who Is personally known to me or _ who has produced as
Identification and who did take an oath.
/?z:I day of
~~~
y
Notary Public
......,rrec.. D.\ISY"~~
'l'A"'; ~-,-
{.:' \.~~ "Y~IOOS41m
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3
THE GOLD CLUB, INC.
255 Sunny Isles Blvd.
Sunny Isles Beach, FL 33160
}.IO~
~/!.2011
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Re: Transfer of 20,000 Sq. Ft. of TORs from The Gold Club, Inc., a Florida
corporation to Chateau Beach, LLC, a Florida limited liability company
Gentlemen:
The undersigned is the President of The Gold Club, Inc., a Florida corporation ("Gold
Club").
Gold Club has closed on its sale of 20,000 square feet of TORs to Chateau Beach, LLC, a
Florida limited liability company.
You are hereby instructed to transfer from the 20,000 square feet of TORs which you are
holding for the benefit of Gold Club to Chateau Beach, LLC, a Florida limited liability
company.
Enclosed is copy of the executed Assignment of Transfer to Development Rights.
If you have any questions, please contact my attorney, John C. Lukacs, at 305-445-4425.
Very truly yours,
The Gold Club, Inc.
By: -\J) !",:-iJ~'C~
Marjorie Tobin, President
Prepared by and Return to:
Alex D. Sirulnik, Esq.
Alex D. Sirulnik, PA
270] Ponce De Leon Blvd.
Suite 202
Coral Gables, FL 33134
ASSIGNMENT OF TRANSFER OF DEVELOPMENT RJGHTS
KNOW ALL MEN BY THESE PRESENTS, that The Gold Club, Inc., a Florida
corporation, ("Gold Club" or "Assignor"), for and in consideration of the sum of Ten and
No/100 ($]0.00) Dollars, and other good and valuable consideration, paid, received from, and on
behalf of Chateau Beach, LLC, a Florida limited liability company ("Assignee"), its heirs,
successors, or agents, at or before ensealing and delivery of the presents, in Miami-Dade County,
Florida, State of Florida, the receipt and sufficiency of which is hereby acknowledged and
accepted, does hereby grant to Assignee 20,000 square feet of Transfer of Development Rights
("TDRs") held in an account designed for and held for Gold Club, with the City of Sunny Isles
Beach, Florida.
WHEREFORE, Gold Club has on deposit in a TDR Bank with the City of Sunny Isles
Beach, Florida, the amount of 20,000 square feet of TORs in an account forthe benefit of Gold
Club as owner of same;
NOW, THEREFORE, in consideration of the mutual promise and exchange between the
parties and other good and valuable consideration, the parties agree and stipulate as follows:
I.
herein.
The above recitals are true and correct and are hereby incorporated by reference
2. Gold Club upon execution of this Assignment, hereby assigns and transfer 20,000
square feet ofTDRs to Assignee, its heirs, successors, or agents.
TO HAVE AND TO HOLD, the same unto the said Assignee, its heirs, legal
representatives, successors, administrators and assigns forever.
IN WITNESS WHEREOF, the party herein has caused this Assignment of Transfer
Development Rights, to be executed by its duly authorized representative freely and voluntarily
on this \1- day of t00\lf1..rbV ,2011.
(See Separate Signature Pages)
ASSIGNOR:
eft.
The Gold Club, Inc.,
a Florida corporation
By: 'V~"'\' cf'-::-
MarjorIe obm, PresIdent
STATE OF FLORIDA )
:SS.
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this _11 m day of
}Ji1(Wl!:v;( _, }Oll, by Marjorie Tobin, President of The Gold Club, Inc., a Florida
corporation, -.L. who is personally known to me or _ who has produced
as identification and who did take an oath. & ~ ~ ~ 0
Notary P~iC
'...... ~ll.~<I l..EYl.ADELAESPPJBJ.A
........."0 1lfCQW.\ISSIONIOO9l802li
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-'
STATE OF FLORIDA )
:SS.
COUNTY OF MIAMI-DADE )
L.' :The foregoing instrument was acknowledged before me this /t.1# day of
I(~ddi/ , 20 II, by Manuel Grosskopf, Manager of Chateau Beach, LLC, a Florida limited
liability company, /who is personally known to me or _ who has produced
as identification and who did take an oath.
N~I~~AJ
-f.:"i/t-, D.\ISY M.lIOTOl.OHllO
{"~. ',.\ UYCXlIIlIISSION'OOI4II18
~. :;1 EXPIRES: March 29. 2013
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3
City Commission
Norman S. Ed.lcup
Mayor
Lewis J. Thor.r
Vice Mayor
Isaac Aelion
CommiMioner
Jeanette Gotto
Commissioner
George "Bud" Scholl
Commissioner
Alan J. Cohen
City Monoger
Hans OHinot
City A"omey
Jane A. Hines
CityClork
November 17,2011
Law Offices of John Lukacs, P.A.
201 Sevilla Avenue Suite 305
Coral Gables, FL 33134
Re: The Gold Club, Inc. TDR's.
Dear Mr. Lukacs:
The records of the City of SWIOY Isles Beach reveal that The Gold Club, Inc. firm
currently owns 20,000 square feet of private development rights ("TORs") and 10
units pursuant to Resolution No 2010-1573.
Private TOR's may be withdraw and transfer under City Code Section 265.23 G
(c). It is your responsibility to submit an indemnification and hold hannless of the
City from both the seller and purchoser as to any and all claims that may arise
between private parties as a result of such transaction.
Should you have any questions, please feel free to contact me at (305) 792-1757.
Sincerely,
~..;'""
Planner
Cc: Alan J. Cohen, City Manager
Hans Ottinot, City Attorney
TO:
VIA:
FROM:
DATE:
RE:
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
Ci!]COI1l/IJissiOI/
Norman S. Edelcup, Mayor
Lewis J. Thaler, Vice Mayor
Jeanette Gatto, Commissioner
Isaac Aclion, Commissioner
George "Oud" Scholl, Commissioner
(305) 947-0606 City Hall
(305) 949-3113 Fax
(305) 947-2t50 Building Department
(305) 947-5107 Fax
Alan J. Cohell, City Manager
lIans Ottinot, City Attorney
Jane A. Hines, City Clerk
MEMORANDUM
The Honorable City Commission
Alan J. Cohen, City Manager
Claudia Hasbun
City Planner
March 1,2012
Chateau Beach
17475 Collins Avenue
Appl. No. Z2012-02
REQUEST:
The Applicant is requesting approval of a site plan for a 35 story, 84 unit condominium
building with 27],456 square feet and Transfer of Development Rights (TORs) in the
amount of 62,644 square feet of floor area. The Applicant is also seeking (I) a waiver for
the required beach access easement for properties adjacent to parks, (2) approval of three
variances concerning building width and garage side setbacks, and (3) approval of the use
of mural and graphics on temporary construction fencing.
The property is vacant and the site of the former Ocean Beach Resort. The structure was
built in the 1950's and contained a total of 72 residential units. It was demolished in
2006. A previous site plan was approved on November 16, 2006 under Resolution No.
06-Z-105 for the Park Place project.
RECOMMENDATION:
Staff has no objections to the applicant's request. The application is generally consistent
with the City Comprehensive Plan and with the City Land Devclopment Regulations.
ATTACHMENTS:
Zoning Hearing Notice
Development Review Report
Application (including Letter of Intent)
Appraisal Summary
Site and Landscape Plans
Agenda Item 4 A
"3./ " I 2.-
Date