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89-19495 Reso ~ ',..,'.'....alliJiir..'.'" '., ... , ,..,< .; ..;. :',illi..jwi~":''''''''>:''i't\;j~illti1i''~j;.~jL'';~t~i'~r']l~ '... ... ...,". '.. ....'., ..". ..~..,. ~..!#IM\,'P;!(I'~, .~ ,~. ..~, RESOWTION NO. 89-19495 1rI D -7/7 cf A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH WAIVING THE JOINDER OF MORTGAGEES IN THE UNITY OF TITLE AS REQUIRED IN PARAGRAPH 3 OF THE EXCHANGE AGREEMENT DATED NOVEMBER 4, 1988 BETWEEN THE CITY OF MIAMI BEACH AND 1035 COLLINS AVENUE INC., 1036 OCEAN DRIVE INC., AND 1052 OCEAN DRIVE INC. AND APPROPRIATING $55, 000 FROM CITY OF MIAMI BEACH PARKING REVENUE BONDS SERIES 1988 INTO A WORK ORDER FOR THE IMPLEMENTATION OF THE ABOVE PROJECT. WHEREAS, the Exchange Agreement dated November 4 i 1988, between City of Miami Beach and 1035 Collins Avenue Inc., 1036 Oc&an Drive Inc., and 1052 Ocean Drive Inc. required in paragraph 3 thereof that the developer provide the city with joinder of the mortgagees on the three properties on Ocean Drive; and WHEREAS, the developer has represented to the City that it is unable to obtain the joinder of the mortgagees and is requesting a waiver of this requirement; and WHEREAS, an appropriation in the amount of $55,000 will be required to implement the project. NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the joinder of mortgagees in the Unity of Title as required in paragraph 3 of the Exchange Agreement dated November 4, 1988 between the city of Miami Beach and 1035 Collins Avenue inc., 1036 Ocean Drive Inc., and 1052 Ocean Drive Inc. is hereby waived and sum of $55,000 is hereby appropriated from City of Miami Beach Parking Revenue Bonds Series 1988 into a work order to be established for the implementation of the above project. PASSED and ADOPTED this ~ day of , 1989. Attest: A/~'~/~ city Clerk FORM APPROVED LEGAL DEPT. 8yt:?'~/7~ DII8 ~/Y/Y1 PNB/rlw 'W:-..o ,-.. ,-.. , . WD~31\.j EXCHANGB AGRBBIIBNT THIS 9M day EXCHANGE AGREEMENT ~tU~ of ~emBer, 1988 made and entered into as of this by and between 1035 Collins Avenue Inc., 1036 Ocean Drive Inc., and 1052 Ocean Drive Inc. and the city of Miami Beach, a Florida municipal corporation, hereinafter referred to as "City". WIT H B S S B T B: WBBRBAS, 1052 Ocean Drive Inc. is the owner of the Waves Apartments at 1052 Ocean Drive and 1036 Ocean Drive Inc. is the owner of the Congress Hotel at 1036 Ocean Drive; and WBBRBAS, City is the owner of a surface municipal metered parking lot located at 1040-46 Ocean Drive (hereinafter the "10th Street Parking Lot") situated between the Congress Hotel and the Waves Apartments; and WBBRBAS, 1035 Collins Avenue Inc. has represented and warranted to the City that it wishes to develop the city owned parking lot into a festival retail/restaurant area which would tie into and be a part of the contiguous adjoining sites owned by 1036 Ocean Drive Inc. and 1052 Ocean Drive Inc. (hereinafter referred to as the "Project"); and WBBRBAS, 1035 Collins Avenue Inc. has represented and warranted to City that it has a contract to purchase the property located at 1035 Collins Avenue (hereinafter "the 1035 Property"), but that the 1035 Property is in foreclosure and if agreement can be reached with the City for an exchange it will bid at the foreclosure sale of the 1035 Property; and WBBRBAS, if 1035 Collins Avenue Inc. can acquire title to the 1035 Property, 1035 Collins Avenue Inc. wishes to exchange the 1035 Property for the 10th Street Parking Lot so that 1035 Collins Avenue Inc. can develop the Project on Ocean Drive; and WBBRBAS, the City is willing to exchange the 10th Street Parking Lot for the 1035 Property only if all of the following specific conditions are met within one year of the date of this Agreement: 1 I""" ~ vJ IJ ..'2.:7 4 1. Evidence of good marketable and insurable title, on the 1035 Property free and clear of all liens and encumbrances. 2. Evidence of all development approvals and/or variances from all governmental bodies necessary to secure a building permit for the project. 3. A Unity of Title on all three properties on Ocean Drive, ie, the Congress Hotel, the 10th street Parking Lot and the Waves Apartments. 4. Evidence satisfactory to city of financial capability on the part of 1035 Collins Avenue Inc. to construct the Project. 5. Delivery to City of a letter of credit in favor of City in the amount of $50,000 as security for the agreement of 1035 Collins Avenue Inc. to complete construction of the Project within eighteen (18) months from closing herein. NOW THEREFORE, in consideration of the mutual promises herein exchanged and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. Recitals IncorPorated. The foregoing recitals are true and correct and are hereby incorporated by reference into this Agreement. 2. Leqal Descrintions. The legal descriptions for the properties to be exchanged are as follows: 10th street Parkinq Lot Lot 3, Block 15, OCEAN BEACH ADDITION NO. 2, as recorded in Plat Book 2 at Page 56 of the Public Records of Dade County, Florida. 1035 Pronertv Lot 13, Block 15, OCEAN BEACH ADDITION NO.2, as recorded in Plat Book 2 at Page 56 of the Public Records of Dade County, Florida. 3. Conditions of Exchanqe. city hereby agrees to exchange the 10th street parking Lot for the 1035 Property, and 1035 Collins Avenue Inc. agrees to exchange the 1035 Property for the loth street parking Lot. The exchange is subject to 1035 Collins Avenue Inc. complying strictly with each and all of the following specific conditions to the transfer of title: 1. Evidence of good, marketable and insurable title, on the 1035 Property free and clear of all liens and encumbrances. 2 , L r- .~ Wo--v7<f 2. Evidence of all development approvals and/or variances from all governmental bodies necessary to secure a building permit for the project. 3. A Unity of Title with joinder of all mortgagees on all three properties on Ocean Drive, ie, the Congress Hotel, the lOth street Parking Lot and the Waves Apartments in the form attached hereto as Exhibit "A", and by reference made a part hereof. Each of the above mentioned corporations shall provide City with an Ownership and Encumbrance report from an abstract company showing the mortgagees on each property subject to the Unity of Title. 4. Evidence satisfactory to City of financial capability on the part of 1035 Collins Avenue Inc. to construct the Project. 5. Delivery to City of a letter of credit in favor of City in the amount of $50,000 as security for the agreement of 1035 Collins Avenue Inc. to complete construction of the Project within eighteen (18) months from closing herein, all as more fully set forth in the Development Agreement attached hereto as Exhibit "B", and by reference made a part hereof. A closing shall be scheduled within forty-five (45) days of fulfillment of the above conditions. 4. Purchase Price. The exchange shall be an even exchange with each property to be delivered at closing in its "as is condition". City shall have the responsibility to demolish the structures on the 1035 Property and improve the lot for parking. In the event that the consolidation of the 1035 Property with the existing City owned parking lot on Collins Avenue results in a net increase over the total parking spaces now existing at the lOth street parking Lot and the Collins Avenue parking Lot, as calculated in accordance with the City Zoning Ordinance, then in such event the City agrees that the net increase in spaces shall be considered as an offset against parking impact fees due as a result of the Project. 5. Convevance. Conveyance of title from each party to the other shall be by statutory warranty deed, free and clear of all encumbrances and liens of whatsoever nature, except easements, reservations, and restrictions of record, applicable zoning regulations, taxes for current year, any liens which may be created by pending legislation prior to passage of title, and other such matters as are specified herein. 3 "....... ,-.., WD,-2-1V 6. Evidence of Title. At such time as 1035 Collins Avenue Inc. becomes the title holder of the 1035 Property, it shall deliver written notice to the city. Within thirty (30) days of such notice each party shall deliver abstracts to the other of the property being conveyed by the owner. In the event that after examination, the other party finds defects in the title the conveying party shall have ninety (90) days within which to cure such defects. Each party shall convey marketable title, as determined by the current Title Standards adopted by the Florida Bar. 7. Closina Exoenses. Each party conveying title shall be responsible for, if applicable, documentary stamps and surtax on the deed conveying title. The party receiving title shall be responsible for the recording of the deed. Each party shall be responsible for its own attorneys fees and title insurance costs. 8. Development Approval. 1035 Collins Avenue Inc. agrees to submit to City within sixty (60) days of the date hereof final plans and specifications for construction of the Project. City agrees in its capacity as owner, to join in any applications and documents reasonably required to process and obtain all governmental approvals required hereunder. 1035 Collins Avenue Inc. agrees to diligently and fully cooperate with the City of Miami Beach Building and zoning Department to review, revise and resubmit such plans. 1035 Collins Avenue Inc. shall also within such sixty (60) day period submit final plans and specifications to the City of Miami Beach Design Review Board and such other governmental authorities as are necessary to secure a building permit for the Project. 9. Execution of Develooment Aareement. The parties agree that if all the conditions set forth herein are met within the time schedule provided herein, the Development Agreement attached hereto as Exhibit B shall be executed by all parties at the closing. 10. Assianment. This Agreement shall not be assignable in whole or in part by either party without the prior written 4 ,-.. ~ . ' consent of the other party. 11. Termination. This Agreement shall be automatically terminated in the event 1035 Collins Avenue Inc. does not take title to the 1035 Property, as evidenced by recording of a certificate of Title or Warranty Deed, recorded in the Public Records of Dade County, within ninety (90) days of the date of this Agreement. This Agreement shall also terminate automatically in the event that 1035 Collins Avenue Inc. has not met all of the condi tions as set forth herein in paragraph 3 within one (1) year of the date of this Agreement. 12. Miscellaneous. This Agreement constitutes the entire agreement between the parties and may not be modified except by a written amendment executed by both parties. IN WITNESS WHEREOF the parties have executed this Agreement on the date and year above written. witnesse~ ~ Secretary By: 1035 Collins Avenue Inc. 4 ~~ -P~ Adrian Alexandru, President ~~ }-e- Secretary By: 1036 Ocean Drive Inc. ~~ 1r0 Adrian Alexandru, President secretary By: 1052 Ocean Drive Inc. ~~ I~ < Adrian Alexandru, President ~9-.w~ Attest: /~~~ City Clerk 91,.../ tv 5 - ..2-- ~H.~ _ ..,J-?"O - 6e PNB/mml 9/19/88 I""'"' ~ ., IN l)- 2-7<f STATE OF FLORIDA ) )SS COUNTY OF DADE ) I HEREBY CERTIFY that on this ~ day of ~~ , 1988, before me, $Pttv~ ~Afvel ~~e~ officer duly authorized to administer oaths and take acknowledgments, personally appeared ADRIAN ALEXANDRU, President of 1035 Collins Avenue Inc., 1036 Ocean Drive Inc., and 1052 Ocean Drive Inc., to me well known to be the person who signed the foregoing Exchange Agreement as such officer, and acknowledged the execution thereof to be their free act and deed as such officer of 1035 Collins Avenue Inc., 1036 Ocean Drive Inc., and 1052 Ocean Drive Inc., for the uses and pUrposes therein mentioned. WITNESS my hand and official seal at Miami, County of Dade, and State of Florida, and date first above written. ~~~ Nota Publ . ~ State of Florida at Large My Commission Expires: ~. / , _l'U8l.t~ SUTE Of FLOUlIA . ClIIlIlUUOI EX'. FEB. 2,1"1 IOIDEO~THRU dEIERAL IRS. URO. 6 I.