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HomeMy WebLinkAboutReso 2018-2840 RESOLUTION NO. 2018 - 2-1SfO A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, RATIFYING A LAND DONATION AND TRANSFER OF DEVELOPMENT RIGHTS AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND NDPRE #14, LLC, A FLORIDA LIMITED LIABILITY COMPANY FOR PROPERTY LOCATED AT 18500 COLLINS, SUNNY ISLES BEACH, ATTACHED HERETO AS ATTACHMENT "A"; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO nO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach ("City") has adopted a policy initiative to increase its green space areas by accepting real property in exchange for Transfer of Development Rights ("TDRs "); and WHEREAS,NDPRE#14("Owner") is the owner of real property located at 18500 Collins Avenue, Sunny Isles Beach (the "Property) otherwise known as the Navarro Property; and WHEREAS, pursuant to a Letter of Intent dated April 19,2018,the Owner agreed to donate the Property to the City in exchange for TDRs issued to the Navarro Property; and WHEREAS,the City and Owner have agreed to certain terms and conditions to facilitate the donation of the Property to the City and the City to sell the TDRs on behalf of the Owner. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Ratification of Land Donation and Transfer of Development Rights Agreement. The • City Commission hereby ratifies the Land Donation and Transfer of Development Rights Agreement between the City of Sunny Isles Beach and NDPRE #14, LLC, a Florida Liability company, for property located at 18500 Collins Avenue attached hereto as Attachment "A". Section 2. Authorization of City Manager and City Attorney. The City Manager and the City Attorney are hereby authorized to do all things necessary to effectuate the terms of this Resolution. Section 3. Effective Date. This Resolution will become effective upon adoption. Ratifying Donation and TDRS 18500 Collins Page 1 of 2 PASSED AND ADOPTED this 21th day of June, 2018. 4 . , c. George Scholl, Mayor ATT: T: I violI/ Ma'uri io`Betan Jur, CMC, City Clerk ':rr APPROVED AS TO FORM AN ) ii U FICIENCY: t - 141111 /. ._ �vi a t, Ci ! Attorney / Moved by: C,ORVIAI (614612.— Lom Seconded by: Vt e.6 r41*Q- GM-talk-PI Vote: Mayor Scholl ✓ (Yes) (No) Vice Mayor Goldman 1(Yes) (No) Commissioner Aelion —7(Yes) (No) ' Commissioner Gatto J,(Yes) (No) Commissioner Svechin if (Yes) (No) Ratifying Donation and TDRS 18500 Collins Page 2 of 2 yV 11 tll ISS s tom`_\\s ;' • LAND DONATION AND TRANSFER OF DEVELOPMENT RIGHTS AGREEMENT This Land Donation and Transfer of Development Rights Agreement("Agreement")made this IK day of.►.2,,2018,between THE CITY OF SUNNY ISLES BEACH, a Florida municipal corporation, whose mailing address is 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 • ("City") and NDPRE #14, LLC, a Florida Limited Liability corporation, whose mailing address is •• 9171 South Dixie Highway,Pinecrest, Florida 33156 ("Owner"). • RECITALS: • WHEREAS,the City of Sunny Isles Beach has adopted a policy initiative to increase its green space areas by accepting real property in exchange for Transfer of Development of Rights ("TDRs") to enhance the natural environment of the City; and WHEREAS, the Owner owns certain real property located at 18500 Collins Avenue, Sunny Isles Beach Florida 33160 in Miami-Dade County, Florida, as more specifically described in Exhibit "A', attached hereto and incorporated herein by "reference, together with all rights, privileges and appurtenances thereto belonging the ("Property"); and WHEREAS, on April 19, 2018, the City Commission approved a Letter of Intent ("LOI"), attached hereto as Exhibit "B", wherein the Owner agreed to donate the Property to the City in • • exchange for TDRs in the amount of 126,615 square feet of floor area and 56 dwelling units("Navarro TDRs"); and • • • WHEREAS, upon completion of certain conditions precedent,the Owner agrees to donate the • Property to the City and the City agrees to sell the Navarro's TDRs on behalf of Owner; and WHEREAS,the parties hereto wish to specify the timing,conditions and terms of the donation of the Property and sale of the Navarro's TDRs. 1 of ATTACHMENT"A" NOW, THEREFORE, for no monetary consideration and for other good and valuable consideration, Owner agrees to donate to City the following described property upon the terms and conditions hereinafter set forth: • 1. Donation and Acceptance. Owner agrees to donate, convey and transfer to the City, and the City agrees to receive and accept from the Owner, all of the Owner's right, title and interest in and to the Property subject to the terms, conditions and provisions hereof. 2. Conveyance. Owner shall convey to the City the Property by special warranty deed in the form attached hereto as Exhibit"C" and incorporated herein by reference ("Deed"). 3. Title and Survey. Owner shall provide to the City a copy of the most recent title search completed with respect to the Property, environmental reports, and a copy of the Owner's most recent survey of the Property. At the City's election and at its sole cost and expense, the City may obtain an updated title commitment, environmental test, and an updated survey for the Property. 4. Transfer of Development Rights Account. The City agrees to transfer the Navarro's TDRs to a private TDR account created by the City. The City further agrees to sell the Navarro's TDRs on behalf of the Owner to a willing buyer at not less than$125 per square feet ("Guaranteed Maximum Price"). 5. Lease Agreement and Assignment. The City and the Owner acknowledge that Property is subject to a Lease Agreement ("Existing Lease"),for which the current term expires on December 31,2021. The parties further acknowledge that Holiday CVS,LLC ("Existing Tenant")has one(1)five(5)year option to renew(the"Renewal Option") the Existing Lease upon its expiration. The Owner agrees to use commercially reasonable efforts to terminate the Existing Lease on or before December 31, 2021. If the Existing Lease is not terminated on or before December 31,2021 or prior to Closing(as defined below),the Owner agrees to transfer and assign the Existing Lease to the City. After such assignment, the City agrees to pay to Owner the base rent due under the terms of the Existing Lease on a quarterly basis commencing on the date that is ninety 2 of 8 (90) days after the date the Existing Lease was assigned to the City and continuing each 90 days thereafter until the earlier of (i) the date that all the Navarro's TDRs are sold to a willing buyer or purchased by the City, or(ii)the date that the Existing Lease is terminated. In the event that the Existing Lease is terminated prior to the date that all the Navarro's TDRs are sold to a willing buyer or purchased by the City, then the City shall pay to Owner all base rent due under the Existing Lease up to the date of termination thereof. The City and Owner agree to enter into a separate agreement providing for the transfer of rent to the Owner and indemnification of the City under the Existing Lease. This clause shall survive Closing. The City and Owner agree to enter into a separate agreement providing for the transfer of rent to the Owner and indemnification of the City under the Existing Lease. This clause shall survive Closing. 6. TDRs Buy-Back Option and Installment Payments. In the event the City is not able to sell all or part of the Navarro's TDRs by December 31, 2021 and the Renewal Option has been terminated, the City shall pay Owner the Guaranteed Maximum Price per square foot for the remaining unsold Navarro's TDRs in three (3) equal installments on or before the following dates; January 1,2022, January 1,2023 and January 1, 2024. If the Renewal Option discussed herein has not been terminated by December 31, 2021, the City shall pay the Guaranteed Maximum Price per square foot for the remaining unsold TDRs in five (5) equal installments on or before the following dates; January 1, 2023, January 1, 2024, January 1, 2025, January 1, 2026, and January 1, 2027. Notwithstanding any provision in this Agreement to the contrary, the City reserves the right to purchase all the Navarro's TDRs at the Guaranteed Maximum Price at any time prior to the expiration of Existing Lease. The City further agrees to sell Navarro's TDRs before the City sells any other TDRs held in the public bank account controlled by the City. Notwithstanding anything to the contrary herein, upon the City selling any of the TDRs, the City shall pay to Owner the amount of the proceeds from such sale within thirty (30) days of the closing. 7. Owner Warranties and Representations. The Property is being conveyed on an "AS IS "WHERE IS " basis and in its present state and condition and the Owner disclaims all warranties and representations of any kind or nature, whether oral or written,express or implied,concerning the Property, any such personal property or the Owner, except as follows; 3 of 8 (a) The Owner is a duly organized and validly existing limited liability corporation under the laws of the State of Florida and has all necessary powers and authority to enter into this Agreement and to perform and carry out the terms and conditions required of it hereunder. 8. City Warranties and Representations. (a) The City hereby warrants and represents to the Owner that it is a duly organized and validly existing municipal corporation under the State of Florida and a political subdivision of the State of Florida and has all necessary power and authority to enter into this Agreement and to perform and carry out the terms and conditions required of it hereunder. 9. Inspection and Due Diligence. The City shall have the right, at its own cost and expense, to (i) inspect the Property to its full and complete satisfaction with the full cooperation of the Owner within 60 days ("Inspection Period") from the date of execution of this Agreement, (ii) such inspection will be undertaken by one or more persons of City's choosing, and(iii) the Owner shall provide the City with reasonable and full access to the Property for the purpose of its inspection but in no event shall City's inspection unreasonably interfere with the on-going business of the tenant. During the Inspection Period, the City is authorized to investigate all aspects of the Property including title, survey, environmental, soils, entitlements, land use considerations, access, and utilities. The City acknowledges that it has not relied, and does not rely, upon any warranties, representations, or statements concerning the Property other than those that are specifically included in this Agreement. The City acknowledges the present state and condition of-the Property and agrees to accept the Property,notwithstanding any known deficiencies or defects of or with respect to the Property. 10. The Owner's Documentation and Delivery of Instruments. Prior to Closing or otherwise, in the time periods specifically set forth herein, the following documents and instruments will be executed and delivered by the Owner to Escrow Agent to be held by Escrow Agent pursuant to the terms of the Escrow Agreement the form of which is attached hereto as Exhibit"E" (the"Escrow Agreement"): (a) A copy of unrecorded Warranty Deed to the City's Escrow Agent upon the creation of a private TDR account for the Navarro's TDRs; and (b) The Deed, executed by the Owner, conveying to City all of the Owners' right, title and interest in and to the Real Property at the time of Closing; and 4of8 • • (c) An Assignment and Assumption of Lease and any documentation necessary to transfer and assign the Existing Lease to the City; and (d) Such other documents as may be reasonable necessary to effectuate the terms and conditions of this Agreement. 11. City's Documentation and Delivery of Instrument. Prior to Closing or otherwise, in the time periods specifically set forth herein, the following documents and instruments will be executed and delivered by the City to Escrow Agent to be held by Escrow Agent pursuant to the terms of the Escrow Agreement: (a) The Assignment and Assumption of Lease described in Section 10(c); and • (b) Documentation establishing private TDR account for the Navarro's TDRs; and (c) Such other documents as may be reasonable necessary to effectuate the terms and conditions of this Agreement. 12. Real Estate Taxes and Fees. All items of expense (including ad valorem real estate taxes and assessments)and income for periods that 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. The City shall be responsible.for the cost of recording the Deed. 13. Closing. Closing shall occur on or before the earlier of(i) the date that is sixty(60) days from the date of the closing of the sale of fifty(50%)percent of the Navarro's TDRs; or(ii)December 31,2021,provided that, in the event that the Existing Lease has not been terminated, Escrow Agent shall deliver to the City the original executed Assignment and Assumption of Lease described in Sections 10(c) and 11(a) above (the "Closing"). All obligations and responsibilities of the City contained herein, including, without limitation, the City's obligation to pay for unsold TDRs set forth in Paragraph 6 hereof and any other obligation that cannot be satisfied at the time of Closing shall survive Closing and continue in full force and effect until full satisfaction of same. 14. Attorneys' Fees and Costs. 5 of 8 In the event of any dispute hereunder or if either party hereto shall default in the performance of any of the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs, charges and expenses of enforcement, including reasonable attorneys' fees incurred in a trial or appellate proceeding. 15. Parties in Interest. • All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the City and Owner. • 16. Entire Agreement. This Agreement constitutes the entire Agreement between the parties relative to the transaction contemplated herein and neither this Agreement nor any term or provision hereof may be changed or waived except by an instrument in writing and executed by Owner and City. 17. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida. 18. Notices. Notices under this Agreement shall be deemed served when sent by prepaid overnight courier or deposited in the United States mail, registered or certified mail, return receipt requested with sufficient postage and directed to the address specified as follows: OWNER: Gabriel Navarro NDPRE#14, LLC C/O MMG Equity Partners LLC 9171 South Dixie Highway Pinecrest, FL 33156 WITH COPY TO: Weiss Serota Helfman Cole & Bierman do Clifford A. Schulman 2525 Ponce De Leon Blvd. Suite 700 Coral Gables, FL 33134 CITY: Christopher J. Russo, City Manager 6 of 8 City of Sunny Isles Beach 18070 Collins Avenue, 4th Floor Sunny Isles Beach, FL 33160 WITH COPY TO: Hans Ottinot, Esq., City Attorney • City of Sunny Isles Beach 18070 Collins Avenue, 4th Floor Sunny Isles Beach, FL 33160 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@att.net 19. Insertion of Corrections or Modifications. Typewritten or handwritten provisions inserted on this Agreement or on the exhibits hereto (and initialed by both parties) shall control all printed provisions in conflict therewith. 20. Time. • Time is of the essence in this Agreement. 21. Counterparts. This Agreement may be executed simultaneously or in counterparts, each of which together shall constitute one and the same Agreement. 22. Agreement not to be Recorded. This Agreement shall not be recorded in any public records by either party hereto. 23. Effective Date. The effective date of this Agreement("Effective Date") shall be date the Agreement is executed by the Mayor of the City of Sunny Isles Beach. 7 of 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered,all of which has been done on the date shown below for each party. OWNER: NDPRE#14,LLC MG EQUITY PARTNERS LLC WITNESS: BY: Gabrie Navarro Signature WITNESS: Aile DATE: 6. 11g \ 1 g' .Lure CITY: CITY OF SUNNY ISLES BEACH ATTE BY: `'SEL'. BY: Maurici. B-tanc r, CMC City Clerk eorge . S oll,Mayor DATE: 6, ED ZotS APPROVE I AS, 0 FORM AND LE S F t IENCY BY: A'//1 l /o a 'moi tttot, 4 y Atto ney 8 of 8 LEGAL DESCRIPTION LOCATION: 18500 COLLINS AVENUE, SUNNY ISLES BEACH, FL 33160 LEGAL: LOT 5 AND 7, BLOCK 1, GOLDEN SHORES OVEAN BOULEVARD ESTATES, ECTION D ACCORDING TO THEPLAT THEREOF, RECORDED I PLAT BOOK 53, PAGE 48, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; FOLIO NUMBER 31-2202-006-0060. EXHIBIT"A" -c---,--,,s--...r— • •- --,-7-. .,,"-TAIrt_Or.r . .'-'- '. 1:'."7. 4"12;'?1.74: 4 *-5" 1110ENAT5-rig(INPeggirAfFW..,,,-- -,.. • .V.:. --'5' 1:4,. . :-a . 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PinecreSt•F orida*331.5.6- ,• * . - Jeaneite Gallo Coaimissionor . * LSRE: NON43INDING LETTER OF INTENT FOR THE DONATION arisa vechin Comniissioner • OF PROPERTY LOCATED AT 18500 COLLINS AVENUE, SUNNY ISLES BEACH. FLORIDA 33160 - 'Folio No. 31-2202406-0060 Christopher J.Russo City Manager Dear Mr. Navarro: Hons.Ottinot City Attorney As a follow-up to our recent conversation about your interest in donating the above-referenced. • Maueicio Beldneur property' or park-ptirposes to the City of Sunny Isles Beach ("City"),this Letter of Intuit("L01") City Clerk,CMC setsforththe generalterms and conditions under which the City ("City")will accept the donation of real property located at 18500 Collins Avenue, Sunny Isles Beach("Navarro Property") from . NDPRE 1114, LLC ("Owner") in exchange for Transfer of Development Rights("TDRs"). This , LO1 is non-binding and its purpose is to facilitate the negotWions 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-ofthe 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;61.5 square • feet of floor area and 56 dwelling units shall.occur no later than • December 31, 2021 except the time-perio.d for the sale of the - TDRs which may be extended as provided below. • • — -. EXHIBIT"B" Mvik4 _ ;i z-_ - _ rTL rut, ',F,- r� -.s� mot- olhn_s Avenue, s „., . . - � „--7-1 -,A->rn _— r: -.��, • 33160` �� �. SJtINY I � k ;� .ti .r- 7t r __ t Bunn IslesaBeoch, a0ritla --vr t _ r `e 'i° �-.•-_ "Si L- ����� '1 -�+� Y y, - 4r.'�s+-yrs• �-�-�r�,t....,fi`tf.�• .-. OF II' - � ~ 4305 947 0606- �, - Tr. 'Y0,Y____IziTL-1-_.4 ' ''tea-�` . ,r - w- 7 t- �1(si t s:-.fir z -� ..--• �- �-� � -� I net..� ,��- � ^ �.�. � -• =s•--•r. -:! -,• - -xt `7-:' �....�•x -�” 7iw.,,t-.�•,z � _.:. _ - _} r_" '"- z ..--- Ma cli 27,2018 • `y Pagc,2 of d .y, I-.,.i f FSO•,1c) ,• • Fe 4t'or sal l' TDRs:Buy-Back Option: The City and the Owner acknowledge that Navarro Property is subject to a Lease Agreement("Existing Lease"),which expires on Deceniber 31,2021.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.lithe City is notable .to sell all,or part of the Navarro's TDRs by December 31, 2021, the Cit}..shall pay• Owner the Guaranteed Maximum Price per square feet for the remaining unsold Navarro TDRs in three-(3) equal instillations 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!, 2027. ( Due Diligence Period: The City shall have 120 clays from the date oftheexecution of this LOI 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 Property 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 i "Existing Lease"). The Existing Lease expires December 31,2021 i• • and Tenanthas 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 TDRsdiscussed herein are sold,and said sublease shall terminate upon the sale of all the TDRs. • ' '- _:7' c } ' MA M CIT>__Y OF..':SUNNtmES Bp.K.Es+-- ,° �` _ "' " � ._�"� ` ' �' �fi -•cL. �Yv s 7� •��-. �t ' Eby . tea '=rig � `�'� r �.sj 180 GilfnAvenw r Sunnw sles Beoeh Flanda133 b60 � ° "Y'St ' •�' • • �:, c,�.=3a�- 4 � - - --- = ate' ':t305 94706QG, . � "; 1 R s. 3f�"_.... �-.. -" r __ �,. '[-•Y �+r - 1riV�$IbFI Re -- j1�c�.."�r .i' n .kw.i u F. tic. {, _ Match 27,201 S � • 1.. R Page 3of-4 lti. Feoo�e 4, C��rOf SUN Ix Delivery of Unrecorded Upon the creation of a private TDR Bank account by the City • Warranty Deed: Commission for the deposit.of the Navarro's'TDRs, the Owner shall deliver to the Escrow Agent a copy of an original unrecorded Warranty Deed free and clear.of anyencumbrances rind Release of Mortgage Lien Documents(``Releases").pur:suant 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 filly (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. l-larold 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 after 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 termsdifferent-than,or in addition.to,diose-mentioned.here:This letter•.does not create ant 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 Propertyin exchange for TDR"s, and then only to the extent expressly provided in that-agreement. Thepurpose 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 i • ,t•.1-44,- ;,.• n j, ao• ,` �i + ''- z "i OF`..-SU t�tl i F 'µ'i `..'r+n'�• .z'.C..' � F. e8���tLo(ji(( :.. t.ii (slalirrir ;6©6 , t,o0'1".1.11F r" '= , Jxs; qt:0 tc- • March 27,2018 • �D` ),iLOP �. Cllr or SV>l'� the City Commission rejects this LOI, this LOl 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 tome on or before 5.p.m. on April 19, 2013. Upon your acceptance, the LO1 shall bepresented for'consideration by the City Commission.. If yo2n-ve""any questions, please do not hesitate to call. We appreciate your donation to the City. Si ce:•ely. Ge/gre"Bud"Scho!! I Vnyor AGREED TO AND ACCEPTED BY: Ey: Date: Gabrie',varro MMG.Equity Partners LLC cc: The Honorable City Commission Christopher J. Russo, City Manager Hans Ottinot, City Attorney Stan Morris, Deputy City Manager ,Rimes Williams, Interim Asst. City Attorney • • Claudia Hasbun,-Planning and Zoning Administrator Harold Rifas, Esq. This instrument prepared by: Tax Folio identification Number: 31-2202-006-0060 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made and executed this day of 2018, by NDPRE #14, LLC, a Florida Limited Liability corporation, (the "Grantor") whose mailing address is 9171 South Dixie Highway, Pinecrest, Florida 33156 to the City of Sunny Isles Beach, a Florida municipal corporation (the "Grantee"), whose mailing address is 18070 Collins Avenue, Sunny Isles Beach, FL 33160. WITNESSETH: That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the real property (the "Property") located in Miami Dade County, Florida, and more particularly on Exhibit "A" attached hereto and made a part hereof(the "Property"). TO HAVE AND TO HOLD the same in fee simple forever. Grantor is also conveying this Deed any rights that it would have otherwise retained under Florida Statutes Section 270.11 (1). SUBJECT TO: Taxes and assessments for the year and all subsequent years, all applicable governmental, zoning and land use ordinances, restrictions, and prohibitions and other requirements imposed by governmental authority, agreements and easements of record. AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same against the lawful claims of all persons whomsoever, claiming by, through or under the Grantor, but against no others. EXHIBIT"C" IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed as of the day and year first written above. Witnesses: GRANTOR NDPRE #14, LLC a Florida limited liability company Print Name By: Gabriel Navarro Authorized Partner Print Name STATE OF FLORIDA ) SS: MIAMI-DADE COUNTY ) The foregoing instrument was acknowledge before me this day of , 2018, by Gabriel Navarro, authorized partner of NDPRE #14, LLC, a Florida limited liability company, who (check one) [ ] is personally known to me or [ ] has produced as identification. NOTARY PUBLIC, State of Florida Print Name: Commission No.: Commission Expires: EXHIBIT "A" LEGAL DESCRIPTION LOCATION: 18500 COLLINS AVENUE, SUNNY ISLES BEACH, FL 33160 LEGAL: LOT 5 AND 7, BLOCK 1, GOLDEN SHORES OVEAN BOULEVARD ESTATES, ECTION D ACCORDING TO THEPLAT THEREOF, RECORDED I PLAT BOOK 53, PAGE 48, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; FOLIO NUMBER 31-2202-006-0060. 1 of 1 1 ,1 So Y'szfoCity of Sunny Isles Beach A ''' p 18070 Collins Avenue Sunny Isles Beach, Florida 33160 iP P°S5,A• ,, -(305)947-0606 City Hall OF sOK (305)949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: George H. Scholl, Mayor DATE: 6/21/2018 • RE: RECOMMENDATION: Ratification of the Land Donation by NDPRE #14, LLC for the Property Located at 18500 Collins Avenue 0 REASONS: Pursuant to a Letter. of Intent dated April 19, 2018, the owner has agreed to donate to the City the land located at 18500 Collins Avenue, commonly known as the Navarro property, in exchange for TDRs.. ATTACHMENTS: Description Resolution (Added 6/21/18) Agreement(Added 6/21/18) Item Number: 10.0. 250 • - ASSIGNMENT OF RENTS&INDEMNIFICATION AGREEMENT THIS AGREEMENT, effective Ju 4 A- Zd-i ( , 2018, by and between, CITY OF SUNNY ISLES BEACH, a Florida municipal corporation ("Assignor",or-"City") and NDPRE#14,LLC, a Florida Limited Liability corporation("Assignee"). WHEREAS, the City.and Assignee intend to enter into a certain Land Donation and Transfer of Development_Rights Agreement with regard to certain real property located at 18500 Collins Avenue, Sunny Isles Beach, Florida, 33160 in Miami-Dade County, Florida ("Property"); and WHEREAS,the Property is subject to a Lease Agreement("Existing Lease"), entered into and between the Assignee and Holiday CVS, LLC ("Existing Tenant"); and WHEREAS, the City agrees to assume the Existing Lease if the Existing Lease is not terminated on or before December 31,2021; and WHEREAS, if the Existing Lease is assumed by the City,the City agrees to assign its right to collect rents pursuant to the Existing Lease to the Assignee; and 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. The above recitals are true and correct and are hereby incorporated by reference herein. 2. Assignor agrees to transfer rent payments collected pursuant to the Existing Lease to Assignee,its heirs,successors,or agents.Assignor shall provide rent payments to Assignee no. later than fifteen(15)days after receipt of payment from Existing Tenant.If Existing Tenant fails to provide rent payments pursuant to the Existing Lease, Assignor shall not be obligated to provide rent payments under this Agreement. Assignee agrees that the Assignor's assignment is without recourse,representation or warranty, express or implicit. 3. Assignee hereby agrees to indemnify and hold harmless the Assignorand its officers, employees and agents from any costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities arising out of, in connection with, or as a result of the Existing Lease or anything which is in any way connected with the Existing Lease. 4. This Agreement shall be governed by, and construed under, the laws of the State of Florida, without regard to the conflict of law principles thereof. 5. The parties hereto agree to execute and deliver such other documents as are required to effectuate the transfer of the Assignment of Rents contemplated by this Assignment. 6. This Agreement shall be terminated automatically upon the sale of all the "Navarro's TDRs" set forth in the Land Donation and Transfer of Development Rights Agreement. - - • - 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 Rents & Indemnification Agreement to be executed by its duly authorized representative freely and voluntarily on this day , 2018. ASSIGNOR: C.':1-S' r , r : / Ilti. 7 '. CITY: CITY OF SUNNY ISLES BEACH ATTES• jit • `;: 0 1 ,Pr , ►/ v.- BYr . . �I! !--, BY( ;• MauriciotB-t., cuf,`S C City Clerk Christopher . Russo, City Manager DATE: V .7// a APPROVED A. 0 FORM AND L•• • - di:I 1NCY B 40/14111 Ar H.,' O"'Mr., Ci ri Attorney ASSIGNEE: Witnessed: NDPRE#14,LLC a Florida Limited Liability company do MMG Equity Partners, LLC ..,. ______.....0 13_ P ,i� By: , Print Name r-e.,-,,,-, /3- 17;4 z Gabriel Nay.rro, Managing Partner C--)Cf-----cD P Porte( /�JaY ? Print Name: \ STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 20 ://day of J✓^ e-- 2018, -2018, by G,.5 e I A/NO-it- , �C.(Ona3At,.'� of DPRE #14, LLC, a Florida limited liability comp , /„3 who is personall known • me or has produced , as identification and who did/not take an • n •.. ay22?i;• : NOTARY PUBLIC, State of Florida • 0j °' = Print Name: Gii-7 /3- 12,• iJ y s9„:. 4FF 212784 'a a` Commission No.: // FA-- 3 is 7 Commission Expires: HA, 2 2 la /