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<br />Summary Minutes: Special City Commission Meeting November 9, 2011 <br /> <br />Sunny Isles Beach, Florida <br /> <br />said but if we did, then maybe the purchase price would change and we would try to sell it at <br />another time because then it would be clean, you can't have it both ways. Mr. Schulman said <br />okay, you are selling this property as is today purportedly in clean condition for $7 Million, if <br />you return the property to a clean condition then the property is still worth $7 Million, and <br />Mayor Edelcup said it may not be, maybe it would be worth $8 Million, all he is saying is <br />that he is not going to put the City in a position where it would spend an additional million <br />dollars just to pick a number, and then find out that we sold it for $6 Million and ifhe had <br />fixed it and some other buyer came along and offered it to us and said it was worth $7 or 8 <br />Million that he would be a fool not to have increased the purchase price to $8 Million, and so <br />all he is saying is the fact that it is there at $7 Million. The City is willing to take some <br />proportion of risk but not buy itself into a total unknown number and still have to proceed <br />with the purchase or sale of the property is a burden that he really doesn't want to put on the <br />City. City Attorney Ottinot said originally in the contract it indicates 1 % of the purchase <br />pnce. <br /> <br />Commissioner Scholl suggested we give them 30 days to look at the environmental condition <br />of the property, and accept or reject, and that way they can get clarity and if they are doing <br />that before they spend an inordinate amount of money on research and their plans. Weare <br />both right in this issue but the fact is that he would rather put the burden back on them and let <br />them make the decision. Mr. Schulman said that is fair. City Attorney Ottinot said yes, both <br />parties 30 days, and Commissioner Scholl said for environmental only. Mayor Edelcup said <br />the 1 % stays in, and City Attorney Ottinot said he has no problem with that. Mr. Schulman <br />said okay, to write that into the contract. Commissioner Scholl said so basically if you walk <br />it is environmental, deposit is refunded, and Mr. Schulman asked that the City provide them <br />with a copy of the Environmental Phase 1. Vice Mayor Thaler said we are giving them 30 <br />days to confirm the contract, and Commissioner Scholl said it is an 30-day environmental <br />due diligence period, because if they have to shoot monitoring wells it takes a little bit of <br />time. Mayor Edelcup said we can vote on this today with the added conditions. City <br />Manager Cohen said if we are extending this 30-day period, we will also need to amend how <br />the original $200,000 is handled because as it is structured right now, it is non-refundable <br />after we sign this purchase agreement. Mr. Schulman said it would become non-refundable <br />at the end of the 30-day period. <br /> <br />City Attorney Ottinot read the three issues into the record: 1) Clarify that the $1 Million <br />deposit is at risk after site plan approval; 2) Donation ofthe TDRs is voidable ifthe site plan <br />is not approved or this contract does not go forward, and the TDRs can only be used for this <br />site. 3) Remediation to allow the buyer to have 30 days to inspect the site to determine what <br />kind of environmental issues there are and both parties have a right to either go forward or to <br />terminate, and the provision of extending the time period to deposit $200,000. Mayor <br />Edelcup said going back to the TDR issue, what he is trying to say is, whatever that number <br />is can only be used on this site, if they use 15,000 of the 33,000 the other 18,000 is not <br />transferable anywhere else. Mr. Schulman said in the 30-day period, either party can <br />terminate, therefore it is their right to terminate, and City Attorney Ottinot said we have the <br />right to cure it, and the Mayor had said 1%. Commissioner Scholl said let's be clear, they <br />have the right to terminate if we don't want to cure and they don't want to cure ifthere is an <br />environmental issue, and City Attorney Ottinot said that is correct. Mr. Schulman said <br />correct, but it is their right to terminate. City Manager Cohen said in nuance of the <br /> <br />4 <br />