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HomeMy WebLinkAboutReso 2014-2276RESOLUTION NO. 2014 -2216 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND CHABAD LUBAVITCH RUSSIAN CENTER OF SOUTH FLORIDA, INC. FOR CITY OWNED PROPERTY LOCATED AT 500 SUNNY ISLES BOULEVARD, IN SUBSTANTIALLY THE SAME FORM 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') issued an Invitation to Bid No. 14 -03 -01 on March 28. 2014, for the sale of City owned property located at 500 Sunny Isles Boulevard. Sunny Isles Beach; Florida 33160 (the "Property`); and WHEREAS; the City received one bid in response thereto on April 28; 2014, from Chabad Lubavitch Russian Center of South Florida. Inc. in the amount of Three Million Three Hundred Thousand Seven Hundred and Seventy Dollars (S3,300,770.00); and WHEREAS, the City wishes to enter into a purchase and sale agreement with Chabad Lubavitch Russian Center of South Florida. Inc. in the amount of Three Million Three Hundred Thousand Seven Hundred and Seventy Dollars ($3,300,770.00) in substantially the same form attached hereto as Exhibit "A ". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approving the purchase and sale agreement for 500 Sunny Isles Boulevard. The City Commission hereby approves the purchase and sale of City owned property located at 500 Sunnv Isles Boulevard. between the Citv and Chabad Lubavitch Russian Center of South Florida. Inc. in the amount of Three Million Three Hundred Thousand Seven Hundred and Seventy Dollars (53300;770.00) in substantially the same form attached hereto as Exhibit "A ". Section 2. Authorization of City Manager and City Attorney. The City Manager and City Attomev are hereby authorized to do all things necessary to effectuate the terms of this Resolution. Section J. Effective Date. This Resolution shall become effective upon adoption. Pate I of 2 PASSED AND ADOPTED this 31 st day of July, 2014. ;•A S i`4t 1 � 1 Jane in :i a 1 Clerk, MMC APPROVED A� TO FORM AND LWA FFICIENCY: ttomev Vote: Mayor Edelcup Vice Mayor Aelion Commissioner Gatto Commissioner Levin Commissioner Scholl Moved by: V//��1(P, Irlbe �ELlonl Seconded by: LdMM. SCllow ✓ (Yes) _(No) (Yes) —(Yes) (No) (No) /-(Yes) (No) (Yes) (N�'o) Pate 2 of 2 (0" AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE ( "Agreement ") is made and entered into this day of 2014 by and between THE CITY OF SUNNY ISLES BEACH. FLORIDA ( "Seller ") a body corporate and politic organized under the laws of the State of Florida and CHABAD LUBAVITCH RUSSIAN CENTER OF SOUTH FLORIDA ( "Purchaser "). WITNESSETH: WHEREAS, Seller is the fee simple owner of the Realty (hereinafter defined): and WHEREAS, the Purchaser has the desire to construct a mixed use development project consistent of a Synagogue, Community Center. and Condominium ( "Project "): and WHEREAS, Seller desires to sell the Property (hereinafter defined) to Purchaser. and Purchaser desires to purchase the Property from Seller. in accordance with and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE; in consideration of the foregoing. the mutual covenants contained herein, and the sum of TEN AND NO /100 DOLLARS (S16.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged; the parties, intending to be legally bound, do hereby agree as follows: 1. Purchase and Sale: Realm. Seller agrees to sell to Purchaser. and Purchaser agrees to purchase from Seller, all that certain parcel of real property consisting of approximately .858 acres. more or less. situate, lying and being in the Countv of Miami -Dade ( "County "), State of Florida, and of which the legal description is set forth in Exhibit "A" attached hereto and made a part hereof ( "Realty ") in fee simple, together with the following property and rights (the Realty and such property and rights are referred to herein collectively as the ( "Property "): (a) All surveys, plans, plats, soil tests, engineering studies. environmental studies and all other documents. studies; title policies; licenses, permits. authorizations. approvals. soil and ground water reports and asbestos material surveys. and any other intangible rights pertaining to the ownership and/or operation of the Realty, if any (collectively, the "Documents "),. (b) All strips and gores of land Ivine adjacent to the Realty, together with all easements; privileges, entitlements. riparian and other water rights, lands underlying any adjacent streets or roads, improvements located on the Realty and appurtenances pertaining to or accruing to the benefit of the Realty: and Exhibit "A" SIB (c) All improvements thereon and all equipment and fixtures affixed to the property or the improvements to the property. 2. Deposit. Upon execution of this Agreement. Purchaser shall deliver a deposit of FIVE HUNDRED THOUSAND DOLLARS (5 00,000.00) (hereinafter referred to as the "Deposit") with the Seller's Escrow Agent. The Deposit shall be deposited by Escrow Agent in an interest bearing account, and any interest accrued shall be payable to Purchaser at Closing. The Deposit shall be credited against the Purchase Price at Closing; and shall be otherwise subject to the terms and conditions contained herein. The Deposit herein shall be deemed non- refundable upon Final Site Plan Approval (hereinafter defined) of the Project and the completion of the inspection period. 3. Purchase Price: Manner of Pavment. The purchase price ( "Purchase Price ") to be paid by Purchaser to Seller for the Property shall be the sum of THREE MILLION THREE HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS (53,300,770.00). subject to credits, prorations and adjustments as provided in this Agreement. The Purchase Price shall be paid by Purchaser in an installment basis with FIVE HUNDRED THOUSAND DOLLARS (5500,000.00) due and payable at Closing (subject to credits, prorations and adjustments) and TWO MILLION EIGHT HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS (52,800,770.00) due and payable on an installment basis within eighteen (18) months from the date of Closing. The Purchaser shall execute a Promissory Note to make the installment payment of TWO MILLION EIGHT HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS ($2,800,770.00) together with interest from the date of Closing at the rate of five percent (5 %) per annum. The following payment schedule shall be reflected in the Promissory Note: (i) the first payment of 5700.770.00 shall be paid to Seller within five (5) months of Closing; (ii) the second payment of $700.000.00 shall be paid to Seller within nine (9) months of Closing; (iii) the third payment of $700.000.00 shall be paid to Seller within fourteen (14) months of Closing; and (iv) the final payment of $700.000.00 shall be paid to Seller within eighteen (18) months of Closing. Purchaser shall execute a First Mortgage in form commercially reasonable for transactions similar to transactions of this nature. and shall include, without limitation, provisions granting ten (10) days grace period on any payment default, and thirty (30) days written notice of any non - payment default in favor of Seller, which will secure Purchasers payment of the Promissory ,Note. The Purchaser and Seller agree that there shall be no pre- payment penalty in that the Purchaser elects to pre -pay the Promissory Note in part or in full at any time. The First Mortgage shall not be subordinated to any other mortgage on the subject Properly. 4. Title and Survey. (a) Within thirty (30) days of the Effective Date (hereinafter defined). Purchaser shall obtain the following: (i) a title report issued by a title insurance company acceptable to Purchaser ( "Title Company ") enabling a title agent selected by Purchaser to issue an ALTA Form B title insurance commitment ( "Commitment ") covering the Realty, whereby the Title Company agrees to issue an ALTA Form B owner's policy of title insurance ( "Title Policy ") in the amount of the Purchase Price at Closing, subject only to the matters ( "Acceptable Exceptions ") which do not adversely affect marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affect the ability of Purchaser to utilize the Property and develop the Property for its intended purposes to the extent permitted by me law ( "Proposed improvements"), and (ii) hard copies of all exceptions to title set forth in the Commitment (collectively. the "Title Evidence "). Purchaser may select its own title agent. (b) Purchaser shall have the right, at its option; at Purchaser's sole cost and expense, to obtain an up to date survey of the Realty (certified to a date after the Effective Date) prepared in accordance with the minimum technical standards imposed by the Florida Board of Land Surveyors and signed under seal, which survey shall be certified to Purchaser and the Title Company ( "Survey "). If obtained by Purchaser. the Survey shall be considered as a part of the Title Evidence for purposes of this Paragraph 4. (c) Purchaser shall review the Title Evidence and shall. within thirty (30) days following receipt of the Title Evidence. notify Seller in writing ( "Title Objection Notice ") of any matters in the Title Evidence adversely affecting the marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affecting the ability of Purchaser to utilize the Property and develop the Proposed Improvements thereon ( "Title Defects "). Upon receipt of the Title Objection Notice. Seller shall use its good faith efforts to cure such Title Defects. In the event that Seller is unable to cure the Title Defects within thirty (30) days of the Title Objection Notice ( "Title Cure Period ") after good faith efforts to do so. Seller shall notify Purchaser in writing as to which Title Defects remain uncured on or before the end of the Title Cure Period and Purchaser, at Purchaser's option_ may: (i) elect in writing to accept title to the Properly subject to the Title Defects without any adjustment to the Purchase Price (in which event the remaining Title Defects shall be deemed Acceptable Exceptions); (ii) terminate this Agreement by written notice thereof to Seller, whereupon this Agreement shall be terminated. the Deposit shall be returned to Purchaser and both parties shalt thereafter be released from all further obligations hereunder (except matters stated herein to specifically survive termination of this Agreement); or (iii) elect to extend the Title Cure Period for an additional 15 days (not to exceed forty -five (45) days), and if upon the expiration of such period Seller shall not have cured the Title Defects. Purchaser shall have the options set forth in (i) or (ii) above. During the period described in (iii) above. Purchaser shall have the right. at its sole election, to attempt to cure the Title Defects at it sole expense. The Closing Date shall be extended to the extent necessary to permit Seller the opportunity to cure any Title Defects. At Closing. Seller shall provide Purchaser with a gap affidavit in form reasonably acceptable to the Title Company to permit the Title Company to insure against adverse matters first appearing in the Public Records on a date subsequent to the effective date of the Commitment and prior to the recording of the "Deed" (as hereinafter defined) required by the terms of this Agreement as permitted and in accordance with the requirements of Section 627.7841. Florida Statutes. Seller agrees that it will not take am' action after the Effective Date of this Agreement which shall adversely affect the status of title to the Property. Seller shall satisfy any encumbrances or liens at the time of closing. 5. Inspections and Inspection Period. Seller and Purchaser hereby acknowledge that as of the date of the execution of this Agreement. Purchaser has not yet had an opportunity to complete its required due diligence and to fully review and evaluate this transaction. If on or before 6:00 p.m. on a date which is sixty (60) days from the Effective Date hereof ( "Inspection Completion Date "), Purchaser determines. in its sole and absolute discretion. that Purchaser does not desire to purchase the Property. then Purchaser shall have the right to give written notice to Seller electing to terminate this Agreement, provided such notice is delivered to Seller prior to 6:00 p.m. on the Inspection Completion Date ( "Notice of Termination "). In the event such SIS Notice of Termination is delivered on or before 6:00 p.m. on the Inspection Completion Date; the parties shall be released from all further obligations each to the other under this Agreement; except those obligations which are specifically stated herein to survive the termination hereof and the Deposit and all interest earned thereon shall be returned to Purchaser within 24 hours of such termination subject to the terms of an Escrow Agreement. In the event Purchaser is unable to complete its required due diligence within sixty (60) days. Purchaser may elect to extend the Inspection Completion Date for a reasonable period of time designated by Purchaser (not to exceed sixty (30) days), by providing such notice in writing to Seller. Purchaser, its agents, employees and representatives shall have access to the Property at all times subsequent to the Effective Date and prior to the Closing or earlier termination of this Agreement with full right to: (a) inspect the Property. and (b) to conduct any and all inspections, investigations and tests thereon, including. but not limited to. soil borings and hazardous waste studies, and to make such other examinations with respect thereto as Purchaser. its counsel, licensed engineers, surveyors, appraisers. or other representative may deem reasonably necessary ( "Due Diligence Investigations "). Any Due Diligence Investigations of the Property by Purchaser and all costs and expenses in connection with Purchaser's Due Diligence Investigations of the Property shall be at the sole cost of Purchaser and shall be performed in a manner not to unreasonably interfere with Seller's ownership of the Property. Purchaser shall remove or bond any lien of any type, which attaches to the Property by virtue of any of Purchaser's Due Diligence Investigations. Upon completion of any such Due Diligence Investigations, Purchaser shall restore any damage to the Property caused by Purchaser's Due Diligence Investigations. Purchaser hereby indemnifies and holds Seller harmless from all loss, cost or expense, including, but not limited to, reasonable attorneys' fees and court costs resulting from Purchaser's Due Diligence Investigations in connection with the Property. Notwithstanding anything contained herein to the contrary. Purchaser shall not indemnify or hold Seller harmless with respect to, and Purchaser shall not be required to, remove, remediate, dispose or otherwise deal with any "Hazardous Substance" (as hereinafter defined), samplings derived from the Property or property containing Hazardous Substances which it finds in connection with its Due Diligence Investigations of the Property. Within ten (10) business days of the Effective Date, Seller shall deliver to Purchaser hard copies of any surveys, engineering reports, inspections reports and environmental studies, if any, which Seller has in its possession for Purchasers review. Additionally, Seller shall provide Purchaser such other documentation as Purchaser may reasonably request with respect to the Property. The provisions of this Paragraph 6 shall survive termination of this Agreement. 6. Seller's Representations. As a material inducement to Purchaser entering into this Agreement. Seller warrants and represents to and covenants with Purchaser that the following matters are true as of the Effective Date and that they will also be true as of Closing Date. Notwithstanding anything to the contrary herein, the effect of the representations and warranties made in this Agreement shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Purchaser or its agents. Seller agrees to indemnify and hold harmless Purchaser from any and all claims, costs, judgments, damages, fees (including attorney's fees) repairs, or expenses incurred as a result of any breach of any warranty and representation. SIB Seller represents. warrants and covenants unto Purchaser and agrees with Purchaser as follows: (a) Seller has no notice or knowledge of any pending lawsuits, anv pending condemnation or eminent domain proceedings with respect to the Property. (b) The execution; delivery and performance of this Agreement by Seller has been duly authorized and no consent of any other person or entity to such execution; delivery and performance is required to render this document a valid and binding instrument enforceable in accordance with its terms. (c) Seller is not a "foreign person' within the meaning of the United States tax laws, to which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing; Seller shall deliver to Purchaser an affidavit to such effect. which shall also state Seller's social security number and the state within the United States under which Seller then exists. (d) Neither Seller nor any of its affiliates have generated, recycled, reused, sold. stored; handled. transported or disposed of anv Hazardous Substance on the Property during any period of time Seller has had an interest in the Property. To the best of Seller's knowledge. the Property complies with all applicable local, state, federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling. reuse. sale. storage. handling. transport and /or disposal of any Hazardous Substance. As used herein. the term "Hazardous Substance" means anv substance or material defined or designated as a hazardous or toxic waste material or substance or other similar term by any federal, state environmental statute, regulation or ordinance presently in effect, as such statute, regulation or ordinance may be amended from time to time or any petroleum or petroleum derivative products. Without limiting the foregoing Seller further covenants and warrants unto Purchaser that during the period in which Seller has had an interest in the Property: (i) no asbestos or similar materials now or at any time in the past have been located upon the Property; (ii) no petroleum, or any petroleum derivative products have ever been stored or disposed on the Property. Seller hereby discloses to Purchaser that radon is a naturally occurring radioactive gas. that, when it has accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. To the best of Seller's knowledge no radon contamination exists or has existed on the Property. (e) Seller will execute such affidavits and undertakings reasonably required by the Title Company to issue the Title Policy at Closing to Purchaser in the amount of the Purchase Price, subject only to the Acceptable Exceptions (0 Seller shall not at any time while this Agreement is in effect; make or permit any contract or agreement or impose or allow to impose any new lien. encumbrance or other matter affecting title to the Property or grant or allow to be granted any right in or on or to the Property without the prior written consent of Purchaser. which consent may be withheld by Purchaser in its sole discretion. SIB (g) The entering into this Agreement (and the sale of the Property to Purchaser) (i) shall not constitute a violation or breach by Seller of. (A) any contract, agreement, understanding or instrument to which it is a party or by which Seller or the Property is subject or bound; or (B) any judgment, order, writ, injunction or decree issued against or imposed upon them; and (ii) will not result in the violation of any applicable law, order. rule or regulation of any governmental or quasi - governmental authority. (h) There are no facts known to Seller materialIv affecting the value of the Property which are not readily observable by Purchaser or which have not been disclosed to the Purchaser. (i) Seller and any related party effectuating the transaction contemplated herein shall provide Purchaser at Closing an affidavit in full compliance with Section 286.23. Florida Statutes. 0) The Property is being sold "As Is ". (k) Except for a month- to- month lease with current boat operator. Seller is not aware of any contracts, arrangements. licenses, concessions, easements, leases, occupancy agreements, or other agreements, either recorded or unrecorded, written or oral, affecting the Property, or any portion thereof or the use thereof, Seller shall deliver vacant exclusive possession of the Property to Purchaser at Closing. (1) Seller is not aware of. any outstanding code violations relating to the Property: Seller is not aware of any open/expired permits relating to the Property. If a lien search discloses the existence of open/expired permits. or code violations relating to the Property, upon notice from Purchaser of same. Seller shall, at its sole cost and expense, close such permits and remove such code violations prior to Closing The provisions of this Paragraph 6 shall survive the Closing or the earlier termination of this Agreement. 7. Default. In the event of a default by Purchaser hereunder not cured by Purchaser within thirty (30) days after written notice thereof to Purchaser. Seller may as its sole and exclusive remedy terminate this Agreement by giving written notice to Purchaser and immediately receive from Purchaser the amount of FIVE HUNDRED THOUSAND DOLLARS (S500,000.00) (the "Liquidated Sum "), as agreed upon liquidated damages and in full settlement of all claims of the Seller against the Purchaser arising from or related to this Agreement. Seller and Purchaser specifically understand and agree that (i) the foregoing remedy is intended to operate as a liquidated damages clause and not as a penalty or forfeiture provision: (ii) the actual damages that Seller may suffer if Purchaser defaults are impossible to ascertain precisely and. therefore. the Liquidated Sum represents the parties' reasonable estimate of such damages considering all of the circumstances existing on the date of this Agreement; (iii) the Liquidated Sum is intended to ftdly compensate Seller for entering into this Agreement and. therefore. Seller shall not be entitled to bring any action at law or in equity against Purchaser for an alleged default under this Agreement except such actions as are necessary to obtain the AM Liquidated Sum; and (iv) upon receipt by Seller of the Liquidated Sum; this Agreement shall cease and terminate and be of no further force and effect. and Seller shall have no further claims against Purchaser under this Agreement except for any claims under any provisions of this Agreement that specifically survive termination of this Agreement. Seller hereby expressh waives all rights to seek damages other than the liquidated damages provided for in this paragraph and agrees to waive any defense of mutuality of remedy. In the event of a default by Seller under this Agreement, which default is not cured by Seller within thirty (30) days after written notice thereof to Seller. Purchaser shall have the option of either: (A) seeking specific performance of Seller's obligations hereunder: or (B) terminating this Agreement by giving written notice to Seller and immediately receive a refund of all deposits paid by Purchaser under this Agreement. In the event that Purchaser elects option (B) above then upon receipt by Purchaser of its deposit, this Agreement shall cease and terminate and be of no further force and effect. and Purchaser shall have no further claims against Seller under this Agreement. except for any claims under any provisions of this Agreement that specifically survive termination of this Agreement. The provisions of this Paragraph 7 shall survive any termination of this Agreement. Notwithstanding anything herein to the contrary; the thirty (30) day notice and cure period provide for in this Paragraph 7 shall not apply with respect to any party's failure to timely close in accordance with the terms of this Agreement. 8. Prorations. Real estate taxes, personal property taxes, assessments and all items of income and expense regarding the Property shall be prorated as of the date of Closing, provided; however, that assessment lien(s) which had been certified as of the date of Closing, and pending liens where the improvements have been substantially completed, shall be satisfied by Seller. in full, at Closing. In the event that the tax bill for the year of Closing is not available. Seller shall comply with Section 196.295, Florida Statutes. Under this Section, in the event fee title to the Property is acquired between January 1. and November 1 of any year by Purchaser. Seller shall be required to place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer of title. based upon the current assessment and millage rates on the land involved. This fund shall be used to pay any ad valorem taxes due. and the remainder of taxes which would otherwise have been due for that current year shall stand cancelled. In the event fee title to the Property is acquired between November 2 and December 3I. Seller. at least five (5) business days prior to Closing_ shall notify the Property Appraisers Office ( "Appraiser's Office') of the impending closing date and provide the Appraisers Office with the legal description_ address. folio number and any other relevant property information in order to obtain from the Appraiser's Office a final tax payoff. which will be collected at closing. There shall be no proration of taxes and the Purchaser shall be exempt from the payment of taxes effective on the day of closing. In the event any other expenses pertaining to the Property are not known at Closing. then such expenses shall be prorated based on an estimate and the parties will reprorate same upon receipt of the actual bill for such expenses. In the event there is any recoupment or other consideration payable to applicable SIB governmental authorities as the result of any change of the use by Seller of the Property prior to closing. then Seller shall satisfv such obligation at Closing. 9. Conditions Precedent for Closing. Purchaser shall submit a site plan application for Final Site Plan Approval by the City Commission within sixty (60) days of approval of this Agreement by the City Commission of the City of Sunny Isles Beach or within sixty (60) days of the Effective Date as defined herein; whichever occurs first. For the purpose of this Agreement. Final Site Plan Approval means the final non - appealable approval of the Project by the City Commission of the City of Sunm Isles Beach. Notice of final City Commission acceptance shall be provided to Purchaser after the City Commission meeting at which this matter is presented for approval. If the City Commission does not approve the site plan application. the Deposit shall be refunded to the Purchaser and the Agreement shall cease and terminate_. and be of no further effect. 10. Police Powers. Nothing in this Agreement is intended to limit or restrict the powers and responsibilities of the City in acting on applications for comprehensive plan changes, or applications for any other development approvals by virtue of the fact that the City may have been required to consent to such applications as a property owner or otherwise. The parties further recognize and agree that these proceedings shall be conducted openly. fully. freely and fairly in full accordance with law and with both procedural and substantive due process to be accorded the Purchaser and any member of the public. Nothing contained in this Agreement shall entitle the Purchaser to compel the City to take any such actions, save and except the consents to the filing of such applications for land use approvals. rezoning. Comprehensive Plan Amendments or other required approvals, as more fully set forth herein. and to timely process such applications. 11. Boat Taxi and Bavcvalk Easement. The Seller shall reserve the right to use the western boat slip on the Property for public purposes, including but not limited to a boat taxi. If Seller or its agents fail to initiate and commence operation of a boat taxi within five (5) years from the date of Closing. the reservation of right shall be null and void. The Purchaser shall provide the Seller with a seven (7) foot pedestrian baywalk easement similar to the easements provided by property owners with properties located on the south side of Sunny Isles Boulevard. The Seller and the Purchaser shall enter into a Permanent Easement Agreement to facilitate the operation of a boat taxi on the western portion of the property and the baywalk easement. The provision of this Paragraph shall survive Closing. 12. Closing Costs. The parties shall bear the following costs: (a) Purchaser shall be responsible for (i) the recording cost of the Deed. (ii) the cost of the Survey (if obtained by Purchaser). (iii) the cost of the Commitment and the premium for the Title Policy obtained by Purchaser (except that Seller shall reimburse Purchaser at Closing for the title underwriter's actual cost of the title search fee for the issuance of the Commitment, up to a maximum of FIVE HUNDRED DOLLARS (S500.00). and (iv) documentary stamps, taxes, surtaxes and other transfer charges in connection with the recordation of the Deed: (b) Seller shall be responsible for payment of costs of curing any Title Defects and the recording costs in connection with any curative instruments relating to same: and (c) Each party shall be responsible for payment of its own legal fees. 13. Closing. It is mutually understood that the execution of this Purchase Agreement by Seller constitutes conditional acceptance and is subject to final acceptance and approval by the City Commission of the City of Sunny Isles Beach of a site plan application for the Project. The Closing shall be held no later than thirty (30) days from Final Site Plan Approval. The Closing shall be effected in the form of a so- called `mail- away" closing, it being understood that neither Seller nor Purchaser nor their respective counsel need be physically present at Closing so long as all documents that are required to be delivered at Closing or fully executed, delivered in escrow to Escrow Aeent and available on the date of Closing. and an authorized signatory of the affected party is available either in person or by telephone and facsimile at Closing At Closing, the following shall occur: (a) Seller shall execute and deliver to Purchaser the following documents with respect to the Property: (i) A statutory warranty deed ( "Deed ") subject only to the Acceptable Exceptions; (ii) A customary construction lien affidavit; (iii) A non- foreign affidavit in a form reasonably acceptable to Purchaser: (iv) Appropriate assignments or bills of sale transferring to Purchaser all personal property or property rights including. but not limited to. the Documents contemplated by this Agreement or reasonably requested by Purchaser in forms reasonably acceptable to Purchaser, free and clear of all liens, claims or encumbrances; (v) If applicable, appropriate evidence of Seller's formation, existence and authority to sell and convey the Property; (vi) Affidavit from Seller disclosing each person having a legal or beneficial interest in Seller; and in any entity comprising Seller, in compliance with Section 286.23, Florida Statutes. as it may be amended from time to time: and (vii) Such other documents that the Title Company may reasonably require in connection with the issuance of the Title Policy to Purchaser and the delivery of good and marketable title to the Property from Seller to Purchaser as provided in this Agreement. including, but not limited to, an appropriate "gap" affidavit in order to delete the "gap" exception and such affidavits required for deletion of the matters of survey, unrecorded easements, parties in possession and construction lien exceptions otherwise appearing on the Title Policy. SIB (b) Purchaser shall execute and /or deliver to Seller FIVE HUNDRED THOUSAND DOLLARS ($500.000.00) in addition to a promissory note and first mortgage with respect to the final payment of TWO MILLION EIGHT HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS (52.800.770.00) (subject to credits, prorations and adjustments). (c) Seller and Purchaser shall each execute counterpart closing statements in a customary form together with such other documents as are reasonably necessary to consummate the Closing. (d) Seller's costs will be adjusted for and deducted on the Closing Statement. Purchaser's cash to close will be delivered by cash, wire transfer. or cashier's check drawn on a bank reasonably acceptable to Seller. 14. No Brokers. Seller and Purchaser each represent to the other that it has not dealt with any broker, salesperson or agent in connection with the execution and delivery of this Agreement. and the other party shall not be required to pay any commission whatsoever with respect to this Agreement resulting from the actions of the party making such representations. Seller and Purchaser each indemnify and hold each other harmless from and against any and all claims, losses. costs. damages, liabilities and expenses (including without limitation reasonable attorneys' and paralegal fees) resulting from a breach by the indenutifying part` of the foregoing representation. 15. Assignability. Purchaser may assign its rights hereunder without Seller's consent. provided; however, that upon any such assignment. any such assignee shall agree to be bound by the terms and conditions set forth in this Agreement. 16. Notices. Any notices required or permitted to be given under this Agreement shall be in writinu and shall be deemed given if delivered by hand, sent by recognized overnight courier (such as Federal Express), transmitted via facsimile transmission or mailed by certified or registered mail. return receipt requested, in a postage pre -paid envelope; and addressed as follows: PURCHASER: Chabad Lubavitch Russian Center of South Florida 403 Poinicana Drive Sunny Isles Beach. FL 33160 Attn: Rabbi Alexander Kaller SELLER: The City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach. Florida 33160 Attn: Christopher J. Russo. City Manager and Hans Ottinot. City Attorney M >t ESCROW AGENT: c/o Chicago Title Insurance Co. 13800 NW 14th St Suite 190 Sunrise. FL 33323 Phone: 954 -217 -1744 Notices personally delivered or sent by overnight courier shall be deemed given on the date of receipt, notices sent via facsimile transmission shall be deemed given upon transmission. and notices sent via certified mail in accordance with the foregoing shall be deemed given two (2) days following the date upon which they are deposited in the U.S. Mails. 17. Risk of Loss. If. prior to Closing; the Property or any material portion thereof is destroyed or damaged or taken by eminent domain. Seller shall promptly notify Purchaser and Purchaser shall have the option of either: (i) canceling this Agreement by delivery of written notice to Seller. whereupon the Deposit shall be returned to Purchaser and both parties shall be relieved of all further obligations under this Agreement: or (ii) Purchaser may proceed with the Closing, whereupon Purchaser shall be entitled to, and Seller shall assign to Purchaser all of Seller's interest in, all insurance and /or condemnation payments, awards and settlements applicable to the Property. In the event Purchaser elects option (ii) above in connection with casualty to the Property in which insurance proceeds are or will be paid and assigned to Purchaser. then Purchaser shall receive a credit against the Purchase Price for any insurance deductible that must be paid. 18 Miscellaneous. (a) This Agreement shall be construed and governed in accordance with laws of the State of Florida and in the event of anv litigation hereunder. the venue for any such litigation. shall be in Miami -Dade County. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof and, accordingly. this Agreement shall not be more strictly construed against any one of the parties hereto. (b) In the event any provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or reconstrued as such authority determines. and the remainder of this Agreement shall be construed to be in full force and effect. (c) In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to all reasonable attorney's fees and costs through all trial and appellate levels. The provisions of this subparagraph shall survive the Closing and any termination or cancellation of this Agreement. (d) In construing this Agreement. the singular shall be deemed to include the plural, the plural shall be deemed to include the singular and the use of anv gender shall include every other gender and all captions and paragraph headings shall be discarded. SIB (e) All of the Exhibits to this Agreement are incorporated in and made a part of this Agreement. (f) This Agreement constitutes the entire agreement between the parties for the sale and purchase of the Property, and supersedes any other agreement or understanding of the parties with respect to the matters herein contained. This Agreement may not be changed. altered or modified except in writing signed by the party against whom enforcement of such a change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. (g) The term "Effective Date" or such other similar term is the date on which the last of the parties initials or signs the latest offer. Time is of the essence for all provisions of this Agreement. All time periods will be computed in business days (a "business day' is every calendar day except Saturday. Sunday and national legal holidays). If any deadline falls on a Saturday. Sunday or national legal holiday, performance will be due the nest business day. All time periods will end at 6:00pm. Miami time, of the appropriate day. (h) This Agreement and any subsequent amendments hereto may be executed in any number of counterparts, each of which. when executed, shall be deemed to be an original: and all of which shall be deemed to be one and the same instrument. Facsimile transmission signatures shall be deemed original signatures. (i) Until such time this Agreement has been fully executed by both Seller and Purchaser. Seller agrees that the terms set forth herein shall remain totally and completely confidential and shall not be revealed or disclosed to any person or party whatsoever, except: (i) with the consent of Purchaser; (ii) as may be disclosed to Seller's attomeys, accountants and other representatives that are involved in connection with the consummation of this transaction: (iii) Seller's investors and /or lenders: (iv) as may be required by applicable law: (v) as may be necessary in connection with assisting Purchaser in obtaining necessary governmental approvals: and (vi) in connection with any litigation between the parties. 0) Seller agrees that from and after the Effective Date, it shall cease marketing of the Property for sale, and that it shall not market the Property for sale throughout the entire term of this Agreement. Under this section. Seller will not be entitled to bring any action at law or in equity against Purchaser for agreeing to cease marketing of the Property for sale from and after the Effective Date if, for any reason. this Agreement is terminated and Closing does not occur. (k) If prior to the Closing. a taking by condemnation or eminent domain shall occur. Purchaser shall have the option to either close the purchase of the Property. in which event Purchaser shall be entitled to the condemnation awards. if any. or Purchaser ma_y terminate this Agreement. Such election shall be made by Purchaser's written notice to Seller within ten (10) calendar days following written notice from Seller to Purchaser informing Purchaser of the taking. If Purchaser shall elect to terminate this Agreement pursuant to this paragraph, the parties shall be relieved of any obligations or liabilities hereunder and the Escrow Agent shall return the Deposit together with any interest accrued thereon to Purchaser. SIB IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above. WITNESSES: (Print Namel [Print Name ATTI ,BY: City Clerk CHABAD LUBAVITCH RUSSIAN CENTER OF SOUTH FLORIDA Rabbi Alex,Ander Kaller, President Date Executed: V'k OF 90404 i ac) I(. CITY OF SUNNY ISLES BEACH M 13 S. Edelcup, Mayor Executed: APPROVED LEGAL SUF FORM AND City Attorney 4333_ EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Location: 500 Sunny Isles Boulevard Sunnv Isles Beach, Florida. 33160 The land is described as follows: Lot 22. Island 22, in Vista Island. Second Revised Plat of BELLA VISTA SUBDIVISION, as recorded in Plat Book 50, Pace 76 of the public Records of Miami -Dade County. Florida. Also, all the right, title and interest of the Grantors and predecessor in title. Edward A. Griffin and Edna M. Griffin. his wife, and Otto G. Neumann and Gertrude L. Neumann, his wife, if any, in and to the following described property. which includes a portion of the foregoing described property, to wit: Beginning at a point on the NE corner of Lot 22, of the Second Revised Plat of BELLA VISTA SUBDIVISION, recorded in Plat Book 50. Page 76. of the Public Records of Miami -Dade County, Florida. proceed North 86 degrees 7'50" West for a distance of 220.90 feet to a point on the East right of way line of the Intracoastal Waterway, as shown on the above mentioned plat: thence proceed South 3 degrees 25'29" East for a distance of 170.24 feet to a point: thence proceed South 70 degrees 22'27" East for a distance of 16530 feet to a point: thence run North 14 decrees 35'25" East for a distance of 216.62 feet to a Point of Beginning. Said land being set forth in the Second Revised Plat of BELLA VISTA SUBDIVISION, as recorded in Plat Book 50, Page 76, Public Records of Miami -Dade County, Florida. SIB E FLOP s O/ rY OF S V N 'NO TO: FROM DATE Cite of Sunny Isles Beach 18070 Collins Avenue. Suite 250 Sunnv Isles Beach. Florida 33160 (305) 947 -0606 City Hall (305) 949-3 1 13 Fax (305) 947 -2150 Building Deparvnent (305) 947 -5107 Fax MEMORANDUM Honorable Mayor and City Commission Christopher J. Russo, City Manager July 31, 2014 Cin, Commission Norman S. Edelcup, Mayor Isaac Action. Vrce.lfaivr Jeanette Gana. Commssioner Jennifer Lei in. Commissioner George -Bud" Scholl. Commissioner Christopher J. Russo Cin' dlanager Hans Ottinot. Cnyduorner Jane A. Hines. MMC. Cin, Clerk RE: Resolution approving the purchase and sale agreement between the City of Sunny Isles Beach and Chabad Lubavitch Russian Center of South Florida, Inc. RECOMMENDATION It is recommended that the City Commission approve the purchase and sale agreement between the City of Sunny Isles Beach ( "City') and Chabad Lubavitch Russian Center of South Florida, Inc. ( "Chabad Lubavitch ") for the sale of City owned property located at 500 Sunny Isles Boulevard. REASONS By way of background, the City issued an Invitation to Bid No. 14 -03 -01 on March 28, 2014, for the sale of City owned property located at 500 Sunny Isles Boulevard, Sunny Isles Beach, Florida 33160 (the "Property "). The City received one bid in response thereto on April 28, 2014, from Chabad Lubavitch in the amount of Three Million Three Hundred Thousand Seven Hundred and Seventy Dollars ($3,300,770.00). The City wishes to enter into a purchase and sale agreement with Chabad Lubavitch in the amount of $3,300,770.00 in substantially the same form attached hereto as Exhibit "A ", a copy of which is attached to the Resolution. The proposed business terms are as follows: • Upon execution of the purchase and sale agreement, the purchaser shall deliver of deposit of Five Hundred Thousand Dollars ($500,000.00) with the City's Escrow Agent, which shall be credited against the purchase price at Closing; • The purchase price shall be paid by purchaser with Five Hundred Thousand Dollars ($500,000.00) due and payable at Closing; Agenda Item Date 77-3-1 • The remaining amount of Two Million Eight Hundred Thousand Seven Hundred Seventy Dollars ($2,800,770.00) shall be due and payable on an installment basis within eighteen (18) months from the date of Closing; • The purchaser shall execute a Promissory Note to make the installment payments of Two Million Eight Hundred Thousand Seven Hundred Seventy Dollars ($2,800,770.00), together with interest from the date of Closing at the rate of five percent (5 %) per annum; • The following payment schedule shall be reflected in the Promissory Note: (i) the first payment of $700,770.00 shall be paid to City within five (5) months of Closing; (ii) the second payment of $700,000.00 shall be paid to City within nine (9) months of Closing; (iii) the third payment of $700,000.00 shall be paid to City within fourteen (14) months of Closing; and (iv) the final payment of $700,000.00 shall be paid to City within eighteen (18) months of Closing; • The purchaser shall execute a First Mortgage in favor of the City which will secure purchaser's payment of the Promissory Note; • The City shall reserve the right to use the western boat slip on the Property for public purposes, including but not limited to a boat taxi. If City or its agents fail to operate a boat taxi within five (5) years from the date of Closing, the reservation of right shall be null and void; and • The Purchaser shall provide the City with a seven (7) foot pedestrian baywalk easement similar to the easements provided by property owners with properties located on the south side of Sunny Isles Boulevard. The City and the Purchaser shall enter into a Permanent Easement Agreement to facilitate the operation of a boat taxi on the western portion of the property and the baywalk easement.