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HomeMy WebLinkAboutReso 2013-2013RESOLUTION NO. 2013- 2,0 13 CFN 201480080023 OR 8k 29013 Pss 1252 — 1254; (3aes) RECORDED 01/31/2014 14:30:32 HARVEY RUVINr CLERK OF COURT MIAMI —DADE COUNTY? FLORIDA 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 TWENTY TWO THOUSAND SEVEN HUNDRED SIXTY FOUR (22,764) SQUARE FEET OF FLOOR AREA AND ELEVEN UNITS (11) TO SUNNY ISLES BEACH ASSOCIATES, LLC (A/K/A JADE SIGNATURE) FOR THE PROPERTY LOCATED AT 16875 AND 16901 COLLINS AVENUE FROM THE PRIVATE TDR BANK ACCOUNT; APPROVING ASSIGNMENT AGREEMENT BETWEEN ABUS, LLC AND SUNNY ISLES BEACH ASSOCIATES, LLC DIRECTING THE ZONING ADMINISTRATOR OR DESIGNEE TO TRANSFER THE TDRS FROM THE PRIVATE BANK ACCOUNT IN ACCORDANCE WITH ZONING RESOLUTION 13 Z I� AUTHORIZING THE ADJUSTMENT AND MODIFICATION OF THE PRIVATE TDR BANK; 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. 13-2-1 adopted January 8, 2013 the City Commission approved the zoning application submitted by Sunny Isles Beach Associates, LLC ("Applicant') for the transfer of TDRS in the amount of 22,764 square feet of floor area and I 1 dwelline units: and WHEREAS, on November 2, 2012, Sunny Isles Beach Associates, LLC. entered into an agreement of assignment of TDRS with Abus, LLC, wherein Abus, LLC assigned and transferred 22.764 square feet of TDRs and 11 dwelling units to Sunny Isles Beach Associates, LLC. WHEREAS, the Private's TDR Bank accounts balance will be adjusted to reflect the utilization of TDRS to the Applicant and to reflect the reduction of Twenty Two Thousand Seven Hundred Sixty Four (22,764) square feet of floor area and Eleven (11) dwelling units: and WHEREAS, the propem, receiving the TDRS is described as follows: Location: 16875 & 16901 Collins Avenue Parcel 1. All that part of the North 100 feet of the South 300 feet of Lot 1, of TATUM'S OCEAN PARK SUBDIVISION, according to the plat thereof. as recorded in Plat Book 10 at Page 64 of the Public Records of Miami -Dade County, Florida, extending from the Erosion Control Line of the Atlantic Ocean, said line recorded in Plat Book 134 at Page 47 of the Public Records of Miami -Dade County, Florida to the East right of way of State Road A -1 -A (formerly State Road 140), as said road is shown on a Plat thereof, recorded in Plat Book 47 at Page 101, of the Public Records of Miami -Dade County, Florida. Parcel 2. All that part of the North 100 feet of the South 200 feet of Lot 1, of TATUM'S OCEAN PARK SUBDIVISION, according to the plat thereof, as recorded in Plat Book Jade Signature - Abus Pm-a[e TDR Bank Page t of 3 S 10 at Page 64 of the Public Records of Miami -Dade County, Florida, extending from the Erosion Control Line of the Atlantic Ocean, said line recorded in Plat Book 134 at Page 47 of the Public Records of Miami -Dade County, Florida to the East right of way of State Road A -1 -A (formerly State Road 140), as said road is shown on a Plat thereof, recorded in Plat Book 47 at Page 101, of the Public Records of Miami -Dade County, Florida. Parcel J. The Southerly 100 feet of Lot 1. TATUM'S OCEAN PARK SUBDIVISION, according to the plat thereof as recorded in Plat Book 10 at Page 64 of the Public Records of Miami -Dade County, Florida, said property described as follows: Bounded on the West by the East right of way line of Ocean Boulevard (State Road A -1 -A and State Road 140), said road recorded in Plat Book 47 at Page 101 of the Public Records of Miami -Dade County, Florida: bounded on the East by the Erosion Control Line of the Atlantic Ocean. said line recorded in Plat Book 134 at Page 47 of the Public Records of Miami -Dade County, Florida: bounded on the North by the Northerly line of the Southerly 100 feet of Lot 1: bounded on the South by the Southerly line of referenced Lot 1. WHEREAS, the City Commission agrees to authorize the transfer of the TDRs contemplated herein in accordance with Section 265 -23 of the Code of the City of Sunny Isles Beach. 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 Utilization of Transfer of Development Rights. Pursuant to Section 265 -23 of the City Code and in accordance with Zoning Resolution No. 13--2-1 the City Commission hereby authorizes the utilization of transfer of the development rights in the amount of 22,764 square feet of floor area and 11 dwelling units to Sunny Isles Beach Associates, LLC. from the Private's TDR account. Section 3. Approval of Assignment of the TDRs. The City Commission hereby approves the assignment agreement attached as Exhibit "A" for the 22,764 square feet of TDRs and 11 units between Abus, LLC to Sunny Beach Associates, LLC. Section 4. Directive to Zoning Administrator. The City's Zoning Administrator or designee is hereby directed to transfer the development rights from TDR Bank to Sunny Isles Beach Associates, LLC., in accordance with Zoning Resolution No. 13 Z f 3L The City's Zoning Administrator or designee is hereby directed to adjust the Private's TDR Bank to reflect a deduction of 22,764 square feet of TDRs and 1 I units from the Private's TDR Bank account. Section 5. Authority of the City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. lade Signature - .bus Private TDR Bank Page 2 of 3 OR BK 29013 PG 1254 LAST PAGE Section 6. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 8h day of Jam. Vt. ATTEST:. Jane A. Hines, City Clerk APPROVED AS TO FORM Attorney J Moved by: ( Orr�rr\iSSIL) J) 2�llilt L Seconded by: �� e 1\am (��� l0i6 Vote: S --D Mayor Edelcup _(Yes) (No) Vice Mayor Aelion _(Yes) (No) Commissioner Gatto (Yes) (No) Commissioner Levin Yes) _(No) Commissioner Scholl Yes) (No) Jade Signature - Abus Private TDR Bank Page 3 of 3 «-s H vI THIS PURCHASE AND SALE AGREEMENT ( "Agreement's is made and entered into as of n1DJ2—AV r 2.2012 ("Effective Date") by and belwoca Abus LLC, a Florida limited liability company ( "Seller") and SUNNY 1SI.ES BEACH ASSOCIATES, LLC, a Delaware limited liability enemy ("Purchaser ", Purchaser and Seller each a "Party ", collectively, the "Parties"). Recitalls Seller is the owner and holder of 22,764 square fed of transferrable development rights, a defined in Section 265-23 of the Land Development Regulations of the City of Sunny Isles Beach, Florida (the "City', which represents 11 residential Units (the `Transferred Development Rights"), and is ready, willing and able to sell the Transferred Development Rights to Purchaser, upon the terms set forth herein. In consideration of the mutual covenants, conditions, and agreements set forth below, and other good and valuable consideration, the reccipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. $ The foregoing recitals are We and are Ux=poreted by this reference as if set out in full in the body of this Agreement. Purchaser shall purchase from Seller and Seller shall sell to Purchaser the TranrfimW Development bights in cwlmnge for the am of One Million One Hundred Thirty Eight Thousand Two HwKtW and Noll 00 Dollars (51,139,200.00) (the "Purchase Prig "). 0= Within five (5) days of the Effective Date haseat Purchaser aball plane in ceavow with Alex D. Shulnik, PA ("Escrow Agent") the sum of One Hundred nfitean Thousand Fight Hundred Twenty and N000 Dollars ($113,820.00) (the "Deposit'). The Deposit shall be applied to the Purchase Price at the time of closing. Notwithstanding the foregoing, the Deposit shall be non-refundable to Purchaser and automatically released to Seller upon iaenance of the Resolution ( haein der defined) and expiration of the applicable appeal period for adoption of the Resolution, subject to Pur+ebeaer remedies in the event of a Seller default pursuant to Section 7. Together with the execution of this Agreement, Seller shall deliver to Purchase a folly exaxtted Assignment of the Transferred Development Rights in the form attached hereto as Exhibit "A" (the "Seller's Assignment"), The Seller's Assignment shall serve as a conditional Assignment of the Transferred Development Rights x*cd to Purchaser closing as sal forth herein. In the event Purchaser fails to close on the purchase of the Tranefarned Developm ad Rests, whether such failure rapes an event of ddault or otherwise (excluding by reason of Seller's defeahltj Purl aser shall reassign the Transferred Development Rights to the Seller pursuant to the Assignment of the Transferred Development Rights in the form attached hereto as &hibit "B" (the "Purchaser's Reassignment). Purchaser shall execute the Purchaser's Reassignment together with this Agreement which shell be held in escrow by the Escrow Agent. In the event Purchaser closet on the purchase of the Transferred Development Rights as set forth in this Agreement, Seller's Assignment shall be deemed unconditional, Purchaser shall be fully vested with ownership of the Transferred Development Rights, the Purchaser's Rassigameat shall be voided, of no force and effect and returned to the Purchaser at closing. In the event M Purchasa does not close on the purchase of the TVanaferted Demloprnent Rights, other than by reason of Seller's default, F.tcaow Agent shall be authorized to release the Purchaser's Reassign edit to the Seller wbacupon the Seller shall have title to the Transferred Development Rights; thereafter, the Parties WWI be released of nay and an obligations to each other under this ,agreement, subject to Seller's remedies in the event of a Parchasar default pursuant to Section 7. Additionally, together with this Agreemeni, each Party shall execute (i) an Indemnity Agreement in favor of the City in the form attached ha to as Exhibit "C" and Exhibit "D", as applicable, of any other such form required by the City evidencing the assignment of the Transferred Development Rights and (ir) an instruction letter from Seller to the City of Sunny Was Beach notifying the City as to the assignment of the Transferred Development Rights to Purchaser, and an instruction letter ibm Purchaser to the City of Surrmy Isles Beach notifying the City as to the re- assignment of the Transferred Development Rights to Seller. 4. QQ&g Dat The closing of this transaction shall take place at the offices of Escrow Agent on April S. 2013, provided that the City has adopted a resolution (the "Resolution") confirming that the sale of the Transfared Developrent Bights as contemplated in this Agreement has been approved and any appeal rights related to the adoption of the Resolution have expired. At the closing, Purchaser shall deposit the remaining balance of the Pun base Price with Escrow Agent and Swrow Agent shall automatically release the Seller's sale proceeds directly to Seller. 7irereatier, the Seller's Assignment shall be unconditional and the Seller shall return the Purchaser's Reassignment to the Purchaser, which shall be void and of no force and effect. Notwithstanding anything contained bafein to the contrary, dm the event We Resolution has not been adopted on or before February 28, 2013, andfor any applicable qq mis period related to the adoption of the Resolution have not expired on or before March 31, 2013. then unless otherwise extaxled by mutual agreement of the Paetiea, Purchaser may terminate this Agreement, SeUer shall return the Deposit to Purchases, and Escrow Agent shall be aulhorized to release the Purchaser's Reassignment to the Seller. theeafler, the Parties shall be released of any and all obligations to each other under this Agreement. If Purrataser elects to terminate this Agreement in accordance with this Section, Escrow Agent shall be authorized to rctum the Deposit to Purchaser within five (S) days of receiving notice of such termination. S. Closing Costs (a) At dosing, Purchaser &hall pay the costs of transfer tax and dommentary, stamps, if any, on the Sellar's Assignment, its own attorney's fees, and any costs associated with notifying the City of the transfer of the Transferred Development Rights. (b) Purchaser shall pay any expenses related to its due diligence and inspections performed therein. (c) Seller shell pay its own attorney's fees and coats related to this Agreement. Documents to be delivered at Closing (a) Seller ahall deliver at Closing to Purchaser. (1) An Indemnity Agreement in such form required by the City (to the extent sucb Agreement has not already been delivered to the Purchaser); (ii) A corporate resolution of Seller authorizing the individual executing the documents to do so on Seller's behalf, and (iii) Any and all such other reasonable and customary documents necessary to consummate the dosing of this purchase and sale transaction or to confirm the assignment of the Transferred Development Rights. (b) Purchaser "I deliver at Closing to Seller. (i) The Balance of the Purchase Price by federal wire tianafer, (ii) A corporate resolution authorizing the individual executing the documents on Purchaser's behalf to do so on Purchaser's behalf, and (iii) An Indemnity Agreement in arch foam required by the City (to the extent such Agreement has not ahready been delivered to Seller). 011, In the event of a fafure by either Party to perform any obligation or covenant which either of them is obligated to perform under this Agreement, except for the bailers to close in accordance with the terms of this Ag cement, which failure WWI constitute an immediate default he curler. no default shall occur until notice thereof is given to the defaulting Party by the other Party hereto asserting ten event of de fink has occurred, describing the nature of the default, and giving a period of five (5) days to cue the default if readily curable by the payment of money, or a period of ten (10) days to cure the default, if not readily curable by the payment of money. In the event of the failure or refusal of the Purchaser to close this transaction, without fault on Seller's part and without failure of any conditions precedent to Purchaser's obligations hereunder, Seller " receive the Deposit together with all interest earned therm (if any) as agreed and liquidated damages for said breach, and as Seller's sole and exclusive remedy for default of Purchaser, whereupon the parties shall be relieved of all fWther obligations beraunder, except those obligations which specifically survive such Closing. Purchaser sad Seller aclmowledge and agree that actual daanages are ddScu t or impossible to ascertain and the Deposit, is a fair and reasonable estimation of the damages of Seller. If after notice and the expiration of the rue patod provided herein, Seller fails to perform any of its covenants as set forth in this Agreement or fails to properly convey the Transferred Development Rights whm obligated to do 8o in accordance with the terms hereof Purchaser shall be entitled to receive the return of the Deposit, or seek specific perfonmemex against Seller without waiving any rights to recover my actual damages and out -of- pocket expenses incurred by Purchase. a. Ce ffanission. Neither Seller nor Purchase has had any contact or dealings regarding the Transferred Development Rights, or any communication in connection with the subject matter of this Agreerntmt through any real estate broker or other person who can claim a right to a commission or finder's fee in connection with the sale otlntemplated herein. Each Party WWI indemnify and hold harmless the other from any claims for any commissions by any brokers, salesmen, or agents 0 regarding the TrandaTe i Development Rights. The provisions of this Section shall survive termination of this Agrearr mt. (a) The duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping of the Assignment, and for the disposition of same in accordance with this Agra meat. Each of the parties to this Agreement shall and do jointly 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 other expeasts, fees, or charges of any cbaracter or nature, which Escrow Agent may incur in connection with this Agreement or which may taint from Escrow Agent's following of instructions from the parties, whether or not litigation is institaleal. (b) Escrow Agent shall not be liable: (r) to any of the parties for any act or omission to act except for Escrow Agent's own gross negligence or willful misconduct; (iri) for any legal effect, insufficiency, or undesirability of any instrument deposited with or &Uvcmd by Escrow Agent or exchanged by the parties under this Agreement, (iii) for the default, error, action, or omission of any party to this Agr+eenmmi other than Escrow Agent; or (iv) for Escrow Agent's compliance with any legal promos, o4oana, wr$s, orders, judgments, and decrees of any court, whether issued with or without jurisdiction, and whedrer or not subsequently vacated, modified, set aside, or reversed. (c) Escrow Agent may: (i) act in reliance upon any writing or instrument or sigiaature which it, in good faith, believes to be bona fide and genuine; (iii) assume the validity and accuncy of any statement contained in such a writing or inetntntextt; and (iii) assume that any person puzporting to give any writing, notice. advice, or instructions in connection wilb the provisions of this Agreement has been duly suthoarized to do so. Escrow Agent shall not be liable in any manner for the anfficieney as coucctnesas as to form, manner, and execution, or validity, of any instruammt deposited in escrow, or as to the identity, authority. or right of any person executing same. Nothing contained herein shall be deemed to pnvatl Escrow Agent from serving in a siruilar capacity on behalf of others. 10. Rim (a) Many dispute arises among any of the parties to this Agreement and/or any third parties (whether concerning this Agreement, Escrow Agent's duties hrawnder. The disposition of the Assigmwz(, or any other matters), or if Escrow Agent shall be uncertain as to its duties or rights under this Agreement or shall receive instructions, claims, or demands frown any of the other parties to this Agreement and/or any third patties with respect to the Assignment which, in Escrow Agmtb opinion, are in onof ict with each other or with my provision of this Agreement, or if Escrow Agent is joined a a party to a lawsuit by virtue of the fact that it is holding the Deposit Agent. upon giving written notice to Sadler and purchaser, shall• (i) continue to hold the Deposit in escrow until such time as such dispute, uncertainty or lawsuit shall have been resolved to Escrow Agent's satisfaction, or by a final older or judgment of a court of competent jurisdiction; or (10 interplead the Deposit by filing an intapkeder action in the Circuit Court in and for Miami Dade County, Florida (to the jurisdiction of which all parties do hereby consent) and depositing the Deposit into the registry of the court, whereupon Escrow Agent shall be relieved and rdesse d from any further liability as Escrow Agent under this Agreement. S3 (b) Seller acknowledges that Alex D. Sindnril; PA. is acing as Escrow Agent hereunder end is counsel to Seller. In the event of any dispute bdwoen Seller anal Purchaser, Alex D. Siruh* P.A. shall be permitted to continue to represent Seller in such dispute, including without limitation, any dispute over the delivery or release of the Deposit. 11. Attomevs' Fees. In any dispute among the parties related to this Agreement, the party or Parties not subatmotially prevailing shall pay, and shall he jointly and severally liable for (r) the reasonable attorneys' fees and costs of the other party or parties involved in the dispute, and (n) the amount owed to Escrow Agent under this Agreement for any attorneys' fees, costs, damages, or losses incurred by Escrow Agent in connection with sueb dispute. 12. hx1emnification . Seller and Purchaser, jointly and severally, agree to indemnify sad hold Escrow Agent harmless from and against any and all liabilities incurred by it, and to indemnnfy and hold it harmless fram and against any ad all losses, costs, claims, damages, liabilities, and expenses, inehtding reasonable attorneys' fen and other costs sad expenses incurred, sustained by, or asserted against it, other than those arising out of the pass negligence or wi11fu1 misconduct of Escrow Agent, including reasonable costa of investigation and stoarneW fees and disbursements winch may be imposed upon Escrow Agent or iacussed by Escrow Agent in connection with the acceptance of its appointment hereunder or in the performance of its duties hereunder, including any litigation arising from this Agreement or involving the Deposit. 13. Notices All notices and other communications required or permitted to be given under this Agreement tdtall be in writing and shall be hand delivered or maned by certified or registered map, postage prepaid, or by Federal Express, or sisailar overnight delivery service. and shall also be delivered elet:t Wcally, addressed as follows: If to Seller. 1000 8 Hallandale Beach Blvd. Suite B iWlandak Beach, Florida 33004 Attention: Mawel Groukopf In With a copy to: Alex D. Situlnik, PA. 2701 Foam de Lem Blvd., Suite 202 Coral Gables, Morids 33134 Attention: Alex D. Sink, Esq. lWWaw&M Ifto Purchases: Fortune Development Corporation 1300 Brickell Avenue Miami, Florida 33131 Attention: Eduardo imery cimam'a inane- nelwork.com With a copy to: Weiss Scrota HelfMan, et al 2525 Ponce de Leon Blvd.. Suite 700 Coral Gables, Florida 33134 Attention: Cliff Schulman, Esq. ELdMIMPR@NAb-jaw.com If to Escrow Alex D. 3irulnik, P.A. Agent: 2701 Ponce de Loon Blvd., Suite 202 Coral Gables, Florida 33134 Attention; Alex D. Siralnik, Esq. ada ftimloAlaw.com Notice shall be deemed to have been given upon receipt or refusal. 14. Bindi= Assign. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. 15. Calculation of Time Frames All time frames herein shall be calculated be on calendar days. 16. Waiver: Mod' cation. The waiver of any terms, provision or condition of this Agreement shall be effective only if in writing and signed by all the parties to this Agreement, and then only in the specific instance and for the particular purpose for which it was given. No kilum to exercise and no delay in exercising any right or power under this Agreement shall operate as s waiver thereof. No modification, amendment, cancellation or rescission hereof shall be valid and binding, unless it is in writing and signed by all parties to thia Agreement. 17. Entim Al3MM. This Agr+ament constitutes the entire agrxment and understanding among the parties as to the subject matter hraeog and :ball not be modified in any marmer except by an instrument in writing executed by the patties or their respective successors in interest.. IS. lam' The beadings used in this Agreement arc for convenience only, and shall not be used in interpreting or construing any provision of this Agreement. This Agroemani may be executed in any number of countupezu. Each such counterpart shall be deemed to be an original instrument, but all such cmatagmu together shall constitute but one Agreement. This Agretcuent may be exemftd vis facsimile transmission, and facsimile counterparts shall have the same %rce and effect as original signatures. 20. Back up Contract, During the term of this Agreement and continuing through Closing, Seller shall have the right to negotiate for and enter into a "backupr contract to protect it against the possibility that Purchaser may default under this Agreement, with any "backup" contract subject to this Agreement or any amendments or modifications to this Agreement, including without limitation Purchaser's rights hereunder. 21. Tim rime is of the esseam 22, Wain of Trial by Im. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ALL MATTERS ARISING OUT OF THIS AGREEMENT. SIGNATURE PAGES FOLLOW WITNESS OR ATTEST: PURCHASER: SUNNY ISLES BEACH ASSOCIATES, LLC, a Delaware limited liability company By. SIBA MANAGER, LLC, a Florida limited liability company, as Administrative Member BY= _. Name: Title: _ 11 By: FORTUNE IlVTSRNATIONAL MANAGEMENT, INC., a Florida corporation, MsrwSerr By. Name:akAr�o Title: l�►lAw.+�� ti.cp� a s�++�. 'v �. s lrtonp*ntted naplity company Pied hr. EXHIBIT "A" SELLER'S ASSIGNMENT ASSIGNMWNT 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 Tee and N61100 ($10.00) Dollars, and other good and valuable consideration, paid, received from, and on behalf of Sunny Isles Beach Associates, LLC, a Delaware limited liability company (*Assignee "), its heirs, successors, or agents, at or before eusealing and delivery of the presents, in Miami -Dade County, State of Florida, the Teceipt and sufficiency of which is hereby acknowledged and accepted, does hereby grant to Assignee 22,764 square feet of Transfer of Development Rights (IMRs ") and 11 corresponding marts held in an account designed for and held for Assignor, with the City of Suzy hales Beach, Florida. WHEREFORE, Assignor has on deposit in a TDR Bank with City of Sunny Isles Beach, Florida, the amount of 22,764 square feet of TDRs and 1 l corresponding units in an account for the benefit of Assignor as owner of same; NOW, THEREFORE, in considasdon of the mutual promise and exchange between the parties and other good and valuable consideration, the parties agree and stipulate as follows: The above recitals are true and correct and are hereby incorporated by reference herein. Assignor upon execution of this Assignment, hereby assigns and transfers 22,764 square feet of TDRs and 1 l corresponding units to Assignee, its heirs, successors, or agents. TO HAVE AND TO HOLD, the same unto the said Assignae� its heirs, legal representatives, successors, administrators and assigns forever. IN WITNESS WHEMOF, the party herein has caused this Assignment of Transfer Development Rights to be executed by its duly authorized representative freely and voluntarily on this nth day of _LL 2012. 0 (See Separate Signature Pages) Witnessed; t1 STATE OF FLORIDA : SS COUNTY OF MIAMI -DADS 71e foregoing in ent was acknowledged before me this A day of L, 2012 by gjrrw as of Abos, LLC, Florida limited liability company, who is personally known to me or has produced as identification and who did take an oa& v o blia • s DAISY M S�, ': CONGQ ?a .E WCOW?srei'ppBllefe EXPIRES. Me.ch 29. sov .pl.. BondedTMUNohryPu6AcUnda�n 10 <� EXHIBIT "C" SELLER'S ASSIGNMENT INDEMNITY INDEMNIFICATION & HOLD HARMLESS AGE This Indemnification and Hold Harmless Agreement dated this Z day of 07 J e,..l f 2012 is entered into by ABUS LLC, a Florida limited liability company ("Assignor') and SUNNY ISLES BEACH ASSOCIATES, LLC, a Delaware limited liability company ("Assignee') in favor of the City of Sunny Isles Beach, Florida (the "City"). WHEREAS, Assignor has assigned to Assignee 22,764 square fed of transferrable development rights, as defined in Section 265-23 of the Land Development Regulations of the City of Sunny Isles Beach, Florida (the "City" � which represents l l residential Units (the 'Transferred Development Rights "), in an account designated and held for the benefit of Assignor with the City, and WHEREAS, pursuant to that certain Purchase and Sale Agreement by and between Assignor and Assignee dated , 2012, Assignor and Assignee 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, Assignee and Assignor agree as follows: 1. The above recitals are true and correct and are incorporated herein. 2. Assignor has assigned to Assignee the Transferred Development Rights which we held in an accotmt for the benefit of Assignor with the City. 3. Assignor waives any claims against the City arising as a result of the transfer of the Transferred Development Rights from Assignor to Assignee and Assignee agrees and does hereby indemnify and bold harmless the City from any liability as to any claims that may arise between Assignee and Assignor or any private parties as a result of the transfer of the Transferred Development Rights from Assignor to Assignee. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. (See separate Signature Pages) 13 Witnessed: ASSIGNOR ABUS com 5 atDre Pn� nt Name By: Name: Tide: _ Si�oa urY.ta Q. Clja Print Name STATE OF FLORIDA ) ) as: COUNTY OF MIAMI DARE ) SWO ! TO AND UBS BF before 's day of - 2812, by g,' i as of ABUS LLC, a Florida limited Habifffy company, who is person ly Imown to me or (_j has produced as idtntification. " +L DAIBMA1.801OM80 z MM CSI(/ DD811978 A7.4 /JA6 I . aad d� Pms e u 3 tma Notary ublic 111,fi (SEAL) My Commission Expires: My Commission Number: 14 Witnessed: _..PM 11 ►tsi. — a Stgnature mtzy 1Ccrlelct Sl to r� Z Print Name STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI DADE ) ASSIGNEE: SUNNY ISLES BEACH ASSOCIATES, LLC, a Delaware limited liability company By: SIBA MANAGER, LLC, a Florida limited liability company, as Administrative Member BY FORTUNE INTERNATIONAL. MANAGEMENT, INC., a Florida corporation, as Manager By: �� Name• _ �.,....c.. ?�,.., Title: • &k.. ?'A The foregoing instrument was acknowledged before me this 2. day ofh)OV&hW 2012 by SUNNY ISLES BEACH ASSOCIATES, LLC, a Delaware limited liability company by its Administrative Member SIBA MANAGER, LLC, a Florida limited liability company by its Manager of FORTUNE INTERNATIONAL MANAGEMENT, INC., a Florida corporation, who is personally known to me or has produced an oath. (SEAL) uB nFam A WOMI snoneouMIN EPM-W 19,2013 Y. as identification and who did take Public nm fission Expires: $t is ! 13 My Commission Number. taxi If 151 15 G Carr OF 5Vµ Aa0 FROM: DATE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947 -0606 City Hall (305) 949 -3113 Fax MEMORANDUM The Honorable Mayor and City Commission Claudia Hasbun, City Planner 1/8/2013 RE: Transfer and Assignment of Development Rights (TDRs) Jade Signature - Sunny Isles Beach Associates, LLC. 16875 & 16901 Collins Avenue Appl. No. Z2012 -16 RECOMMENDATION: Staff has no objection to the TDRs assignment provided that all conditions for the Site Plan are satisfied. REASONS: The Applicant has acquired 22,764 square feet and 11 dwelling units of private TDRs from the private TDR bank owned by Abus, LLC. Consequently, the Applicant is requesting to approve the utilization of private TDRs in the amount of 22,764 square feet of development rights and 11 dwelling units in accordance to Zoning Resolution NoI3�2-A� and this Resolution. ATTACHMENTS: • Resolution • Purchase Agreement Agenda Item q A Date i — 19" 13