|
<br />Summary Minutes: Special City Commission Meeting November 9, 2011
<br />
<br />Sunny Isles Beach, Florida
<br />
<br />Cliff Schulman, Esq. representing Weintruab Group, said we had basically indicated in our
<br />Letter of Intent (LOI), that "as proof of buyer solid intent to go forward with this project,
<br />buyer agrees that a portion ofthe earnest money deposited in the amount of$200,000 shall be
<br />deemed non-refundable upon execution of the purchase contract by both parties." The
<br />Agreement that we signed and provided to you is consistent with that. We also indicated in
<br />that LOI, the closing of the purchase agreement shall be contingent upon the seller
<br />terminating the existing lease between seller and Alamo Rent-A-Car, and providing us with
<br />an environmentally clean site at the sole expense of the seller, that again was in the LOI that
<br />we originally gave you. The agreement itself is now consistent with that.
<br />
<br />City Attorney Ottinot said to resolve it, and it is a pretty simple issue, in paragraph 2.1 if you
<br />delete the second sentence that should clarify the issue in respect to deposit in the purchase
<br />agreement. That second sentence is inconsistent with the entire language. Mr. Schulman
<br />went to that sentence and read "$200,000 shall be deemed non-refundable upon execution of
<br />the agreement by both parties." City Attorney Ottinot read "Buyers agree that a portion of
<br />the deposit in the amount of$200,000...." if you delete that, we are on the same page. Mr.
<br />Schulman said if you delete that, then you don't get the $200,000, why would you do that.
<br />City Attorney Ottinot said you agreed in your Letter of Intent $200,000 would be non-
<br />refundable prior to site plan, and if you go on and say, except for the $200,000 the deposit
<br />shall become non-refundable payment..., that sentence implies that upon site plan approval
<br />only $200,000. Mr. Schulman said then why don't you get rid of "except for the $200,000",
<br />and just say "the remainder of the deposit shall become non-refundable" and City Attorney
<br />Ottinot agreed. Mayor Edelcup said that would solve that issue.
<br />
<br />Mayor Edelcup said that you need also then to clarify the issue on the TDRs. City Attorney
<br />Ottinot said throughout negotiations with Weintraub, the City had made the position that the
<br />TDRs has to be used for that site and if that site plan is not approved or the project doesn't go
<br />forth, that donation is revocable. We just need to add that language, and Mr. Schulman said
<br />that they do not have any problem with that.
<br />
<br />Mayor Edelcup said the third issue would be the remediation problem. City Attorney Ottinot
<br />said that the third issue is basically the City would have the right to terminate if we cannot
<br />cure any remediation problem with the site. Mr. Schulman said then, and return the
<br />$200,000, and City Attorney Ottinot said yes, the full deposit will be refundable. We had a
<br />cap but your attorney deleted it, without the cap we would have a right to terminate but return
<br />the deposit. A vi Weintraub said that $70,000 is very small, we are talking about maybe 10%,
<br />and City Attorney Ottinot said that he had consulted our real estate lawyer prior to imposing
<br />the cap, in fact he had suggested 2% and the real estate lawyer said that was too much, you
<br />are talking about an above the ground tank, he said 1 % based on the number that we talked
<br />about. Mr. Weintraub said assuming it is not going to be that much, the thing is by the time
<br />we figure out that we have an issue, we are going to spend a lot of money, and he would
<br />rather that the City does the remediation and then we build the building. Mayor Edelcup said
<br />we spend an unlimited amount of money ifit gets to be a high number, higher than what the
<br />City wants, and it is up to you if you want to go through that remediation or not, and Mr.
<br />Schulman said let's assume, and his other practice is environmental, the City's reliability is
<br />100% joint and sever liability, if a problem is discerned, you are going to spend that money
<br />one way or the other, in other words merely getting the property back, and Mayor Edelcup
<br />
<br />3
<br />
|