HomeMy WebLinkAboutReso 2018-2803 •
RESOLUTION NO. 2018- 2t0',,
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, APPROVING A NON-
BINDING LETTER OF INTENT BETWEEN THE CITY OF
SUNNY ISLES BEACH AND NDPRE #14, LLC, A FLORIDA
LIMITED LIABILITY COMPANY FOR THE DONATION OF
PROPERTY LOCATED AT 18500 COLLINS AVENUE, SUNNY
ISLES BEACH, ATTACHED HERETO AS EXHIBIT "A";
PROVIDING THE CITY MANAGER AND THE CITY
ATTORNEY WITH THE AUTHORITY TO DO ALL THINGS
NECESSARY TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach (the "City") intends to acquire property
located at 18500 Collins Avenue, Sunny Isles Beach, (the "Navarro Property") by donation from
NDPRE#14, LLC ( "Owner"); and
WHEREAS, the Owner wishes to donate the Navarro Property for open space and
recreational use; and
WHEREAS, the City and Owner wish to enter into a Letter of Intent ("LOI") to donate
property located at 18500 Collins Avenue.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approving the Letter of Intent. The City Commission hereby approves the Letter
of Intent between the City of Sunny Isles Beach and NDPRE#14, LLC, a Florida limited liability
company attached hereto as Exhibit "A".
Section 2. Authorization of City Manager and City Attorney. The City Manager and City
Attorney are hereby authorized to do all things necessary to effectuate the terms of this
Resolution.
Section 3. Effective Date. This Resolution shall become effectiv= upon adoption.
PASSED AND ADOPTED this 19th day of April 201 :.
•
•
Geor:e H. Scholl, Mayor
• AT fie
1-11r1Pr'
Mauricio-Betam ur, City Clerk, CMC
rt
Page 1 of 2
APPROVED AS TO FORM
AND LEGA % U4 ICIENCY:
IRAK
Ha"Ittinot, City Attorney
Moved by: \J 1CG t4oe
0
Seconded by: COMAssitvive_ ALt°r
3
Vote:
Mayor Scholl I (Yes) (No)
Vice Mayor Dana Goldman V (Yes) (No)
Commissioner Aelion _4(Yes) (No)
Commissioner Gatto V ,(Yes) (No)
Commissioner Svechin V(Yes) (No)
Page 2 of 2
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City Commission
March 27,20I8 l4,1.,9rl�••r1.0- w<-`
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Via Fax and U.S.Mail
George"Bud"Scholl
Mayor NDPRE#14, LLC
Dana Goldman c/o MMG Equity Partners LLC
Vice Mayor
Attention: Mr. Gabriel Navarro
Isaac Aelion 9171 S Dixie.Ui hwa
Commissioner g y
Jeanette Gatto Pinecrest, Florida 33156
Commissioner
Lorisa Svechin RE: NON-BINDING LETTER OF INTENT FOR THE DONATION
Commissioner OF PROPERTY LOCATED AT 18500 COLLINS AVENUE,
SUNNY ISLES BEACH,FLORIDA 33160
Christopher J.Russo Folio No. 31-2202-006-0060
City Manager
Dear Mr. Navarro:
Hans Ottinot
City Attorney
As a follow-up to our recent conversation about your interest in donating the above-referenced
Mauricio Betancur property for park purposes to the City of Sunny Isles Beach ("City"),this Letter of Intent("LOI")
City Clerk,CMC
sets forth the general terms and conditions under which the City ("City")will accept the donation
of real propertylocated at 18500 Collins Avenue, Sunny Isles Beach("Navarro Property") from
NDPRE#14, LLC ("Owner") in exchange for Transfer of Development Rights("TDRs"). This
LOl is non-binding and its purpose is to facilitate the negotiations for the donation ofthe Property
in exchange for TDRs.
We request that the Owner refrain from placing the Property on the market to allow the parties to
negotiate a TDR Agreement("Agreement")which will finalize the donation of fee simple title of
the Property to the City in exchange for TDRs.The following are proposed terms and conditions:
Property: 18500 Collins Avenue, Sunny Isles Beach, Florida 33160 with
Folio No.31-2202-006-0060.
Donation of Property: Owner shall dedicate and transfer fee simple interest of the
Navarro Property via a Warranty Deed to the City at a mutually
agreeable closing date.
Sale of TDRs: The City shall be responsible for selling all of the Navarro's TDRs
on behalf of the Owner before selling its own TDRs. The City
shall sell all of the TDRs ata Guaranteed Maximum Price of$125
per square feet("Guaranteed Maximum Price").The Guaranteed
Maximum Price shall not be impacted by any fluctuation in the
price of the TDRs. The sale of all or part of the 126,615 square
feet of floor area and 56 dwelling units shall occur no later than
December 3 I, 2021 except the time period for the sale of the
TDRs which may be extended as provided below.
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TDRs Buy-Back Option: The City and the Owner acknowledge that Navarro Properly is
subject to a Lease Agreement("Existing Lease"),which expires on
I December 3 I,2021.The parties further acknowledge that Holiday
CVS, LLC ("Existing Tenant")has one(I) Five(5)year option to
renew the Existing•Lease upon its expiration.If the City is notable
to sell all,or part of the Navarro's TDRs by December 3I, 2021,
the City shall pay Owner the Guaranteed Maximum Price per
square feet for the remaining unsold Navarro TDRs in three(3)
equal installations on or before the following dates; January I,
2022, January 1, 2023 and January I, 2024 provided that the 5
year option under the Lease is terminated. If the 5 year option is
not terminated,the City shall pay the Guaranteed Maximum Price
per square feet for the remaining unsold TDRs in five (5) equal
installations on or before the following dates; January 1, 2023,
January I,2024,January 1,2025,January 1,2026,and January 1,
2027.
Due Diligence Period: The City shall have 120 clays from the date Utile execution of this
LOl to investigate all aspects of the Property, including title,
survey,environmental;soils,entitlements,land use considerations,
access, and utilities.
Due Diligence Materials: The Owner shall provide the City with due diligence materials,
which include but are not limited to environmental reports, title
reports and surveys upon request.
Existing Lease: The Properly is currently leased to Holiday CVS, LLC. d/b/a
Navarro Pharmacy owned and operated by CVS Pharmacy
("Existing Tenant") pursuant to an existing Lease Agreement
between Owner, as landlord, and Existing Tenant,as tenant, (the
"Existing Lease"), The Existing Lease expires December 31,2021
and Tenant has one remaining option of five(5)years.The Owner
shall use its best efforts to terminate the five (5) year option
remaining under the Existing Lease prior to the closing date. If
Lease is not terminated prior to Closing, the Owner shall assign
the Existing Lease to the City. In the event that the City is unable
to sell all the TDRs prior to December 31,2021 and the Existing
Lease is extending for 5 years, the City shall enter into a lease
agreement with Owner to allow the Owner to sublease the
Property to the Existing Tenant under the same terms and
conditions of the Existing Lease until the City is able to sell all the
TDRs.The Owner shall be able to collect the rental income under
the sublease until all the TDRs discussed herein are sold,and said
sublease shall terminate upon the sale of all the TDRs,
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Delivery of Unrecorded Upon the creation of a private TDR Bank account by the City
Warranty Deed: Commission for the depositof the Navarro's TDRs, the Owner
shall deliver to the Escrow Agent a copy ofan original unrecorded
Warranty Deed free and clear of any encumbrances and Release of
1 Mortgage Lien Documents("Releases")pursuant to which Owner
conveys its fee simple interest in the Property to the City and any
related closing documents.
Closing: Closing shall occur within sixty(60)days from the date of sale of
fifty (50%) percent of the Navarro's TDRs or on December 31,
2021,whichever comes first provided assumption of the Existing
Lease. All Closing documents shall be delivered to the City's
Escrow Agent prior to Closing.
Pro-rations: All items of expense (including ad valorem real estate taxes and
assessments) and income for periods which bridge the closing
shall be pro-rated between parties, on a per diem basis as of the
date of Closing, using the appropriate period for which each item
of expense or income.
Escrow Agent: Harold M. Rifas, Esq.
Harold M. Rifas, P.A.
7900 Red Road, Suite 10
South Miami, Florida 33143
Phone: 305-662-8814
Fax: 305-662-8825
Email: haroldrifas tr att.net
Agreement: City,and Owner will use good faith efforts to negotiate and execute
the Agreement within sixty(60) days atter the full execution of
this Letter of Intent. The initial draft of the Agreement shall be
prepared by the City.
This is a non-binding letter of intent intended to serve only as a basis for negotiating a final written
agreement for the donation of the Property,which may contain material terms different than,or in
addition to,thosementioned here.This letter does not create an exclusive right to negotiate or an
obligation to continue negotiations. Either party may terminate negotiations at any time in its sole
discretion. Partial performance by either party of the terms of this letter, or the efforts by either
party to perform due diligence or carry- out other acts in contemplation of consummating the
transaction,shall not be an indication of intent by either party to be bound by the terms of this letter.
The parties will not be bound in any way unless and until each party reviews, approves,executes
and delivers to the other a definitive written agreement for the donation of the Property in exchange
for TDRs, and then only to the extent expressly provided in that agreement.
The purpose of this letter is to set forth the present mutual intent of the City and Owner for the
donation of the Property.This Letter of Intent is subject to the approval of the City Commission.If
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the City Commission rejects this LOI, this LOI shall be null and void and the conveyance
conditions shall not occur,
lithe terms and conditions set forth above are satisfactory.please execute and date this letter in the
space provided below and return it to me on or before 5 p.m. on April 19, 2018. Upon your
acceptance. the LOI shall be presented for consideration by the City Commission.
t
Ifyou 11ave any questions, please do not hesitate to call. We appreciate your donation to the City.
Si.erely.
1
i Ge rge"Bud" Scholl
Vyor
1
i
AGREED TO AND ACCEPTED BY:N:By
Date: "Ski18"
Gabrie N,varro
MMG Equity Partners LLC
cc: The Honorable City Commission
Christopher J. Russo, City Manager
1-tans Ottinot, City Attorney
Stan Morris, Deputy City Manager
James Williams, Interim Asst. City Attorney
Claudia Hasbun,Planning and Zoning Administrator
Harold Rifas, Esq.
S,014" 15'46- City George Bud"Scholl,Maof SunnyIsles Beach citycooll,Maor
Mayor
r> eAvenue, Dana Goldman,Vice Mayor
\F 18070 Collins Suite 250
_ `, Isaac Aelion, Commissioner
Q = Sunny Isles Beach, Florida 33160 Jeanette Gatto,Commissioner
* -'' t Larisa Svechin,Commissioner
r,_� (305)947-0606 City Hall
(305)949-31 13 Fax
/9 i%.�- e- Christopher J.Russo City Manager
yE 1' F LOQ\ 5� (305)947-2150 Building Department
a° (305)947-5107 Fax Hans Ottinot,City Attorney
r o f suN P Mauricio Betancur,CMC,City Clerk
MEMORANDUM
TO: The Honorable City Commission
FROM: George "Bud" Scholl, Mayor
DATE: April 19, 2018
RE: Approving a Non-Binding Letter of Intent to Accept Donation of Property
Located at 18500 Collins Avenue in exchange for Transfer of Development
Rights ("TDRs")
RECOMMENDATION:
The attached Resolution is presented for your consideration.
REASONS:
During a recent workshop, I had informed members of the City Commission that I was engaged in
negotiations to acquire the Navarro Pharmacy property to add to the City's existing property
inventory on the north end of the City to create more green space and parks. The negotiation has been
finalized and the attached Letter of Intent ("LOI") provides the specific terms for the donation of the
Navarro Property. The following are the pertinent terms of the LOI:
1) NDPRE #14, LLC, ("Owner") will donate to the City the Navarro Property located at 18500
Collins Avenue, Sunny Isles Beach, Florida 33160.
2) The City will create a private TDR Bank account for the Owner by depositing 126,615 square feet
of floor area and 56 dwelling units. The City will be responsible for selling the TDRs at $125 per
sq. ft. by December 31, 2021.
3) If the City is not able to sell the Navarro's TDRs by December 31, 2021, the City is required to
pay Navarro for the remaining TDRs in three (3) equal installations per year provided that Navarro
terminates a 5 year option under the existing Lease Agreement for the property before December
31, 2021. Similarly, if the 5 year option is not terminated, the City will pay Navarro for the
remaining TDRs in five (5) equal installations per year ending January 1, 2027.
4) Upon the creation of the private TDR bank for the Navarro's TDRs, the Owner will deliver to the
City's Escrow Agent a copy of an Original Unrecorded Warranty Deed.
5) If the City is able to sell fifty percent (50%) of the Navarro's TDRs, the Navarro Property will be
transferred to the City. The transfer of the property must take place before December 31, 2021.
As a result of the donation of the Navarro Property, the City will finally be able to create the much
needed neighborhood park or green space along Collins Avenue on the north end of the City.