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HomeMy WebLinkAboutReso 2012-1952RESOLUTION NO.2012 -_Lq5;?, A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A LETTER AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND LPLA PARTNERS, LP FOR EXTENSION OF PAYMENTS FOR TRANSFER OF DEVELOPMENT RIGHTS AND BONUS PAYMENTS, ATTACHED HERETO AS EXHIBIT "A ", FURTHER, APPROVING A PROMISSORY NOTE IN FAVOR OF THE CITY FOR SIX MILLION SEVEN HUNDRED FOUR THOUSAND ONE HUNDRED DOLLARS ($6,704,100.00) ATTACHED HERETO AS EXHIBIT "B "; PROVIDING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach ( "City ") and LPLA Partners, LP ( "LPLA Partners ") recently entered into a Letter Agreement for Extension of Payments for Transfer of Development Rights and Bonus Payments; and WHEREAS, said Letter Agreement was entered into pursuant to Ordinance No. 2012- 389, adopted on July 19, 2012, regarding the extension of time to make required payments for development rights purchased under Transfer of Development Rights ( "TDRs ") and Bonus programs in accordance with Zoning Resolution No. 11 -Z -124, adopted on December 22, 2011; and WHEREAS, the City has agreed to provide LPLA Partners with a Thirty Three (33) month ( "Term ") extension for TDRs and bonus payments in the amount of Six Million Seven Hundred Four Thousand One Hundred Dollars ($6,704,100.00), commencing upon the issuance of a building permit for the project commonly known as "Mansions of Acqualina ", approved under Zoning Resolution No. 11 -Z -124; and WHEREAS, LPLA Partners has agreed to (1) principal in the amount of $6,704,100.00 unless reduced by payments shall be due at the end of the Term; (2) the principal amount shall be subject to an annual interest rate of Five Percent (5 %); (3) interest payments shall be made to the City on a quarterly basis; and (4) principal payment of $150,000 shall be made to the City upon the closing of any condominium unit, notwithstanding if the Term has expired; and WHEREAS, LPLA Partners shall receive an automatic Ninety (90) days ( "Penalty Period ") extension of the Term subject to a Twelve Percent (12 %) annual interest rate during the Penalty Period until the principal balance is paid in full, with the City retaining the right to revoke any building permits issued to "Mansion of Acqualina" if LPLA Partners or their assignees fail to make the required payments under the Letter Agreement and Promissory Note attached hereto; and WHEREAS, the City wishes to approve the Letter Agreement, attached hereto as Exhibit "A ", and approve the Promissory Note in favor of the City for Six Million Seven Hundred Four Thousand One Hundred Dollars ($6,704,100.00), 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 Letter Agreement and Promissory Note. The Letter Agreement for Extension of Payments for Transfer of Development Rights and Bonus Payments, attached hereto as Exhibit "A ", and the Promissory Note with LPLA Partners, LP, attached hereto as Exhibit `B" be and the same, are hereby approved. Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 3. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 215+ day of C.uST 2012. ATTEST: <:::� k L',,- J Jane A. Hines, City Clerk APPR �(�AS TO FORM ANI2 LE WFFICIENCY: City Attorney Orman S. Edelcup, ayor Moved by: S C. "t L.L. Seconded by: )4;c4 r - 7%41k-Lf. a-- Vote: 5-O Mayor Edelcup _IZ(Yes) (No) Vice Mayor Thaler _(G(Yes) (No) Commissioner Aelion (Yes) (No) Commissioner Gatto (Yes) (No) Commissioner Scholl (Yes) (No) City Commission Norman S. Edelcup Mayor Lewis J. Thaler Vice Mayor Isaac Aelion Commissioner Jeanette Gatto Commissioner George "Bud" Scholl Commissioner August 1, 2012 Via E -Mail Jules Trump Acqualina Ocean Residences & Resort 17780 Collins Ave. 2nd Floor Sunny Isles Beach, FL 33160 CITY OFF WA Re: Extension of Payments for Transfer of Development Rights and Bonus Payments Dear Mr. Trump: Fred Maas This letter shall confirm the agreement between the City of Sunny Isles Beach ( "City") and Acting City Manager LPLA Partners, LP "LPLA Partners") )pursuant to Ordinance No. 2012 -389, adopted on Hans Ottinot July 19, 2012, regarding the extension of time to make required payments for development City Attorney rights purchased under Transfer of Development Rights ( "TDRs ") and Bonus programs in city ci . Hines accordance with Zoning Resolution No. 11 -Z -124, adopted on December 22, 2011. These payments are due upon the issuance of a building permit. The City and LPLA Partners agree to the following terms, subject to the approval of the Finance Director and the City Commission: The City has agreed to provide LPLA Partners with a Thirty Three (33) month ( "Term ") extension for TDRs and bonus payments in the amount of Six Million Seven Hundred Four Thousand One Hundred Dollars ($6,704,100.00). The term of extension shall commence upon the issuance of a building permit for the project commonly known as Mansions of Acqualina, approved under Zoning Resolution No. l l -Z -124. The phrase "building permit" includes foundation building permit. LPLA Partners agrees to pay pursuant to a promissory note approved by the City Commission the amount of $6,704,100.00 under the following terms: (i) principal in the amount in the $6,704,100.00 unless reduced by payments shall be due at the end of the Term; (ii) the principal amount shall be subject to an annual interest rate of Five Percent (5 %); (iii) interest payments shall be made to the City on a quarterly basis; and (iv) principal payment of $150,000 shall be made to the City upon the closing of any condominium unit notwithstanding if the term has not expired. It is understand that LPLA Partners shall receive an automatic Ninety (90) days ("Penalty Period ") extension of the Term subject to a Twelve Percent (12 %) annual interest rate during the penalty period until the principal balance is paid in full. The City shall have the right to revoke any building permits issued to the Mansions of Acqualina pursuant to Zoning Resolution No. 11 -Z -124 if LPLA Partners or its assignees fail to make the required payments under this Agreement and any promissory note that is required by this Agreement. EXHIBIT "A" rtease conrirm the foregoing agreement between the parties by executing where indicaY tbF sutA P" below and returning a fully executed copy for our records at your earliest convenience. This agreement may he executed in counterparts, each of which taken together shall constitute one and the same original and facsimile or email copies shall constitute an original. Upon receipt of executed agreement, the matter will be reviewed by the Finance Director and recommended to the City Commission. HO /jb cc: The Honorable City Commission Fred Maas, Acting City Manager Sharon Ragoonan, Asst. City Manager/ Services Mina] Shah, Asst. City Manager /Finance Clay Parker Building Official Claudia Hasbun, Planner Paola Villa, Building Department Manager Cliff Schulman, Esq. Joseph Silver, Esq. ACKNOWLEDGED AND AGREED: LPLA PARTNERS, LP. By DATED: August 1, 2012 Jules Trump, M ager PROMISSORY NOTE August L$. , 2012 FOR VALUE RECEIVED, the undersigned, LPLA Partners, LP ( "Maker" or "LPLA Partners "), a Delaware limited partnership having an office c/o TG Development Corp. 4000 Island Blvd. PH -2, Aventura, FL 33160, in consideration of a Thirty Three (33) month ( "Term ") extension for LPLA's payment of the Transfer of Development Rights ( "TDRs ") and bonus payments described hereinbelow, promises to pay to the order of the City of Sunny Isles 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, (i) the principal sum of Six Million Seven Hundred Four Thousand One Hundred Dollars ($6,704,100.00) (the "Indebtedness "), unless reduced by payments, which shall be due at the end of the Term; (ii) the principal amount shall be subject to an annual interest rate, from the date of the commencement of the Term hereof, at the rate of five percent (5 %) per annum; (iii) interest payments shall be made to the City on a quarterly basis; and (iv) a principal payment of One Hundred Fifty Thousand Dollars ($150,000.00) shall be made to the City upon the closing of any condominium unit in the project commonly known as The Mansions at Acqualina, notwithstanding if the Thirty Three (33) month extension for LPLA's payment of the TDRs and bonus payments has not expired. LPLA Partners shall receive an automatic Ninety (90) days ( "Penalty Period ") extension of the Term subject to a Twelve Percent (12 %) annual interest rate during the Penalty Period until the principal balance is paid in full. (A copy of the Letter Agreement between LPLA Partners and the City is attached hereto as Exhibit "A" and incorporated herein by reference.) The Term shall commence at the time of issuance of a building permit for the proposed project commonly known as "The Mansions at Acqualina", approved under Zoning Resolution No. 11 -Z -124, located at 17749 Collins Avenue ( "Project ") and shall be paid in full by the expiration of the Term, including the Penalty Period ( "Maturity Date "). All payments made on this Note shall be applied by Payee to the payment of all accrued and unpaid interest then due hereunder, and the balance to the reduction of the Indebtedness. The Indebtedness and accrued and unpaid interest thereon shall be due and payable on the Maturity Date. 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 Promissory Note — LPLA Partners, LP 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 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 THE 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. Promissory Note — LPLA Partners, LP MAKER: LPLA PARTNERS, LP By: Trans LP Holdings, LLC, Its General Partner By: TG Development Corp., Its Manager By: Jules T mp, Co- Chairman Promissory Note — LPLA Partners, LP SvNNY /S4FJ' City of Sunny Isles Beach ° F 18070 Collins Avenue _ Sunny Isles Beach, Florida 33160 * (305) 947 -0606 City Hall * - (305) 949-3 1 13 Fax � * ��oP SAP (305) 947 -2150 Building Department y� F o S OF SUN ( ) o 305 947 -5107 Fax MEMORANDUM TO: Honorable Mayor and City Commission FROM: Hans Ottinot, City Attorne DATE: August 21, 2012 City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, Vice Mayor Isaac Aelion, Commissioner Jeanette Gatto, Commissioner George "Bud" Scholl, Commissioner Fred A. Maas, Acting City Manager Hans Ottinot, City Attorney Jane A. Hines, CMC, City Clerk RE: Approving Extension of Payments for Transfer of Development Rights and Bonus Payments and Promissory Note RECOMMENDATION This Resolution is presented for your consideration. 1.7 MT6" Based on the recommendation of the Finance Director, the City of Sunny Isles Beach ( "City ") and LPLA Partners, LP ( "LPLA Partners ") recently entered into a Letter Agreement for Extension of Payments for Transfer of Development Rights and Bonus Payments, a copy of which is attached hereto. The Letter Agreement was entered into pursuant to Ordinance No. 2012 -389, adopted on July 19, 2012, regarding the extension of time to make required payments for development rights purchased under Transfer of Development Rights ( "TDRs ") and Bonus programs in accordance with Zoning Resolution No. 11 -Z -124, adopted on December 22, 2011. These payments are due upon the issuance of a building permit. The City has agreed to provide LPLA Partners with a Thirty Three (33) month ( "Term ") extension for TDRs and bonus payments in the amount of Six Million Seven Hundred Four Thousand One Hundred Dollars ($6,704,100.00). The term of extension shall commence upon the issuance of a building permit for the project commonly known as "Mansions of Acqualina ", approved under Zoning Resolution No. 11 -Z -124. LPLA Partners agrees, pursuant to the Promissory Note, to the following terms and conditions: 1. Principal in the amount of $6,704,100.00 unless reduced by payments shall be due at the end of the Term; 2. the principal amount shall be subject to an annual interest rate of Five Percent (5 %); 3. interest payments shall be made to the City on a quarterly basis; and 4. principal payment of $150,000 shall be made to the City upon the closing of any condominium unit, notwithstanding if the Term has expired. LPLA Partners shall receive an automatic Ninety (90) days ( "Penalty Period ") extension of the Term subject to a Twelve Percent (12 %) annual interest rate during the Penalty Period until the principal balance is paid in full. However, the City retains the right to revoke any building permits issued to "Mansion of Acqualina" pursuant to Zoning Resolution No. 11 -Z -124 if LPLA Partners or their assignees fail to make the required payments under the Letter Agreement and Promissory Note attached hereto. Agenda Item S Date q'2l' I z o� SONNY IS<Fs� City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 U - I 4 *' (305) 947 -0606 City IIall T X9.9 = aP r (305) 949 -3113 Fax tie * F L 0 e� 5` (305) 947 -2150 Building Department 0 F s u N °' (305) 947 -5107 Fax MEMORANDUM TO: Honorable May and City Commission FROM: Minal Shah, ssistant City Manager- Finance DATE: August 21, 2012 RE: Promissory Note with LPLA Partners City Commission Norman S. Edelcup, Mayor Lewis J. Thaler, vier Alayor Isaac Aelion, Commissioner Jeanette Gatto, Commissioner George "Bud" Scholl, Commissioner Fred Maas, Acting Qy Manager Hans Ottinot, Cily Allorney Jane A. Hines, City Clerk LPLA Partners, LP is requesting an extension of payment for Transfer of Development Rights and Bonus Payments in the amount of $6,704,100. The terms of the promissory note include annual an interest rate of 5 %, where the interest is paid quarterly. Principal payment is due at the end of the 33 month term of the agreement with exception of early principal payment of $150,000 upon the closing of each condominium unit. If the outstanding principal payment is not made by the end of 33 months, an automatic extension of 90 days will be provided at an annual interest rate of 12 %. Based on the terms of the promissory note and the City's current and anticipated cash flow for the next 3 years, I recommend the City enters into this promissory note. Agenda tmd�Q SIR , Date S-2 —) 2-