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HomeMy WebLinkAboutReso 2023-3589RESOLUTION NO. 2023 - 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 S&B ATLANTIC BLVD, LLC FOR THE PURCHASE AND SALE OF REAL PROPERTY, OF APPROXIMATELY 0.40 ACRES LOCATED AT 18126 ATLANTIC BOULEVARD, IN THE AMOUNT OF FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($5,500,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, S&B Atlantic Blvd, LLC (the "Owners") are the owners of the parcel located at 18126 Atlantic Boulevard, Sunny Isles Beach, FL 33160 (the "Property"); and WHEREAS, the City Manager of the City of Sunny Isles Beach ("the City") has been in negotiations with the Owners for the purchase and sale of the Property; and WHEREAS, the City Manager has determined that the Property is uniquely situated for municipal purposes; and WHEREAS, the City Commission wishes to approve a Purchase and Sale Agreementforthe purchase of the Property, in an amount not to exceed Five Million Five Hundred Thousand Dollars and No Cents ($5,500,000.00), 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. Approval of Purchase and Sale Agreement. The City Commission hereby approves a Purchase and Sale Agreement for the purchase of the property located at 18126 Atlantic Boulevard, Sunny Isles Beach, FL 33160, in an amount not to exceed Five Million Five Hundred Thousand Dollars and No Cents ($5,500,000.00), attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Purchase and Sale Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution, including authorization to expend incidental costs associated with the Closing of the property purchase. Section 4. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 165t day of November 2023. @BCL@940BDA66.Doc Page 1 of 2 ATTEST: ' LAW-- Mauricio Betancur, CMC, City Clerk iU 4 Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney ~ C Moved by:� Seconded by:/�- Vote: Mayor Svechin Vice Mayor Joseph Commissioner Lama Commissioner Stuyvesant Commissioner Viscarra v (Yes) (No) (Yes) (No) (Yes) (No) (Yes) (No) (Yes) (No) @BCL@940BDA66.Doc Page 2 of 2 Parcel Folio No. 31-2211-002-0290 (Miami -Dade County). PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made this q day of November 2023, between S&B ATLANTIC BLVD, LLC, a Florida limited liability company, whose mailing address is 3137 NE 1631d Street, North Miami Beach, Florida 33160 ("Seller"), and the CITY OF SUNNY ISLES BEACH, FLORIDA, a municipal corporation of the State of Florida, through its City Commission, with an address at 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 ("Purchaser" or "City"). For and in consideration of Ten and No/100ths Dollars ($10.00), the purchase price and the mutual covenants and conditions contained herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO SELL AND CONVEY. (A) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, subject to the terms and conditions hereinafter set forth, all of Seller's rights, title, and interest in and to the real property located in Broward County, Florida, described in Exhibit "A", together with all improvements, easements and appurtenances ("Property"), which may also be identified by Parcel Folio Number 31-2211-002-0290, as assigned by the Miami -Dade Property Appraiser, in accordance with the provisions of this Agreement. (B) The City Commission's representative in all matters shall be the Sunny Isles Beach City Manager, Stan Morris (the "City"). (C) There shall be no deposit required with the.execution of this Agreement by the City Manager. Upon the approval of this Agreement by the City Commission in accordance with paragraph 2(A), the City shall pay a deposit in the amount of Five Hundred Thousand Dollars and No Cents ($500,000.00) within 10 days of such City Commission approval, which shall be held in escrow in accordance with paragraph 14. All deposits shall be fully refundable in accordance with the terms of this Agreement. (D) Seller warrants to the best of Seller's knowledge that there are no private or governmental actions, suits, proceedings, or investigations pending against Seller or the Property which could have an adverse effect on the Property. 2. CONTINGENCIES. (A) The enforceability of this Agreement against the Purchaser is wholly contingent upon the approval of this Agreement by the City Commission and execution by the Mayor evidencing such approval after a properly noticed public hearing, as mandated by Chapter 166.045, Florida Statutes. 1 Purchaser ,Sgb Seller 229 (B) Should the City Commission fail to approve this Agreement, this Agreement shall be null and void. (C) All dates and timelines herein shall run from the date this Agreement is executed by the Mayor of the Sunny Isles Beach City Commission and Seller, whichever is later (the "Effective Date"). (D) This Agreement is exempt from the provisions of section 119.07, Florida Statutes ("Public Records Act") until 30 days before this Agreement is considered for approval by the City Commission or 30 days after the termination of negotiations between the parties hereto. (E) As a condition precedent to Closing, Seller shall take all necessary legal steps to relocate any existing tenants in possession of the Property and to terminate any written or unwritten leases, easements, or claims of the same on the Property, no later than June 1, 2024, so as to provide Purchaser with full, exclusive, open, peaceful, and undisputed possession and ownership of the Property at Closing, with the exception of two (2) existing leases, which expire and terminate on May 31, 2024. Seller shall provide documentation, including copies of existing leases, from all existing tenants, concerning lease termination and acknowledgment and agreement of vacation of the Property at lease termination. If the Seller is unable to satisfy this condition prior to the date established for Closing, as set forth in paragraph 7, Purchaser, at its sole option, may elect to terminate this Agreement, receive a refund of the Deposit, and neither party shall have any further obligations under this Agreement. Alternatively, the Purchaser and Seller may agree to an adjustment of the Closing date. 3. PURCHASE PRICE. (A) The purchase price for the Property is Five Million Five Hundred Thousand Dollars and No Cents ($5,500,000.00) for the Property (Purchase Price") which, after credit for any deposit, will be paid by the Purchaser to the Seller at closing. (B) Seller hereby authorizes Purchaser to issue a City check or deliver cash for the Purchase Price directly to the Escrow Agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the Escrow Agent to pay Seller's expenses of sale and prorated real estate taxes. Kerry A. Parsons, Nabors, Giblin & Nickerson, P.A., 1500 Mahan Dr., Suite 200, Tallahassee, Florida 32308, shall serve as the Escrow Agent pursuant to this Agreement. 4. FEASIBILITY AND SUITABILITY ANALYSIS. Within 30 days of the Effective Date of this Agreement, Purchaser, at its sole cost and expense, may conduct a feasibility and suitability analysis of the Property to determine, in Purchaser's sole discretion, whether the Property is suitable for City purposes. If the Purchaser determines the Property is not suitable for its use, the Purchaser may terminate this Agreement, have any deposit returned, and neither party shall have any further obligations under this Agreement. Purchaser's feasibility and suitability analysis may include the following: 2 Purchaser__ p,LSeller 230 (A) Environmental Site Assessment - Seller shall provide to Purchaser any previous, current, or pending court actions or regulatory actions, environmental audit information, if any, and other such information regarding any potential hazardous soil or water conditions on or around the Property that are in Seller's control. Purchaser may conduct an environmental site assessment of the Property to determine the existence and extent, if any, of any Hazardous Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law, with the exception of any "Exempt Materials" as defined in Section 4(A)1. below. In the event that the environmental audit provided for herein confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Alternatively, the Purchaser and Seller may agree to an adjustment of the Initial Purchase Price. However, if no adjustment of the Initial Purchase Price is agreed upon, and should Purchaser elect not to terminate this Agreement, Seller shall, at its sole cost and expense and prior to the Closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials ("Environmental Law"). However, should the estimated cost to.Seller of clean-up of Hazardous Materials exceed a sum which is equal to 20% of the Final Purchase Price as stated in paragraph 3, Seller may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. In the event that Hazardous Materials placed on the Property prior to Closing are discovered after Closing, Seller shall remain obligated hereunder, with such obligation to survive the Closing and delivery and recording of the deed described in paragraph 7 of this Agreement and Purchaser's possession of the Property, to diligently pursue and accomplish the clean-up of Hazardous Materials in a manner consistent with all applicable Environmental Laws at Seller's sole cost and expense. (B) Survey - Purchaser may have the Property surveyed to the Florida Minimum Technical Standards for Land Surveys. Purchaser shall order the Survey. If the survey ("Survey"), certified by professional surveyor and mapper licensed by the State of Florida, shows any encroachment on the Property or that improvements intended to be located on the Property encroach on the land of others the same shall be treated as a title defect as provided in paragraph 6 below. If the Survey shows any material deviations in the represented acreage, size, or configuration of the Property or location of easements, Purchaser, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Alternatively, the Purchaser and Seller may agree to an adjustment of the Initial Purchase Price. (C) Other Investigations - Purchaser may undertake such other tests, analyses, investigations, and inspections as deemed necessary by Purchaser to determine to Purchaser's satisfaction the Property's engineering, architectural, and environmental properties; zoning, zoning restrictions and land use; soil, grade, and other environmental features; availability of access to public roads, water, and other utilities; consistency with 3 _.a�Qrchaser.1)0' Seiler. 231 local, state, and regional growth management plans; availability of permits, approvals, and licenses, including any wetlands permits that may be required; and all other investigations or inspections that Purchaser deems necessary to determine the Property's suitability for the Purchaser's intended use. If the Purchaser, in its sole discretion, determines that the Property is unacceptable for the Purchaser's intended use, the Purchaser may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. (D) Purchaser shall promptly restore any portions of the Property affected by Purchaser's inspections and investigations to the condition that existed immediately prior to the inspections or investigations. . 5. TITLE INSURANCE. Purchaser may obtain a marketable title insurance commitment through Nabors, Giblin & Nickerson, P.A., to be followed by an ALTA owner's marketable title insurance policy from a title insurance company approved by Purchaser, insuring marketable title to the Property in the amount of the purchase price. If Seller defaults under this Agreement, Seller shall reimburse Purchaser for all costs incurred in obtaining the title insurance commitment Purchaser's remedy for default under the provisions of this paragraph is cumulative to all other remedies available to Purchaser at law and in equity. 6. DEFECTS IN TITLE. If the title insurance commitment or Survey furnished pursuant to this Agreement discloses any title matters that are not acceptable to Purchaser, Seller may, within 15 days after notice from Purchaser, remove said matters. Any violation of federal, state, or local laws, including statutes, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, and other governmental restrictions shall be considered a title defect. At Seller's option, Seller agrees to use diligent effort to correct the defects in title within the time provided therefor, including the bringing of necessary suits. Defects arising from liens against the Property shall be satisfied at closing from Seller's proceeds. If Seller is unsuccessful in removing the title defects within said time or if Seller elects not to pursue the curing of said title defects, Purchaser shall have the option to either: (a) accept the title as it then is with no reduction in the Purchase Price, or (b) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement; provided, however, that Seller shall reimburse Purchaser for all actual costs associated with Purchaser's due diligence activities outlined in paragraph 4 and Purchaser's deposit shall be fully refunded to Purchaser. 7. CLOSING. (A) The consummation of the transaction contemplated by this Agreement (the "Closing") shall take place at a location mutually agreed upon by the parties, on a date after City Commission approval that is mutually agreeable to the parties (the "Closing Date"), but no later than 60 days following the date this Agreement is approved by the Board, unless a delay is mutually agreeable to the parties. The City Manager shall be authorized to agree to any adjustments of the Closing Date on behalf of the City. ' r�)`� 4 urchaser. ) Seller 232 Possession of the Property shall be granted by Seller to Purchaser no later than the Closing Date. (B) It is the intent of the parties that Purchaser will be conveyed, at Closing, the following ownership rights: 1. Fee simple ownership of the Property. (C) At Closing the Seller shall execute the following for the conveyance of the Property: 1. Execute, acknowledge and deliver to Purchaser a General Warranty Deed in accordance with Section 689.02, Florida Statutes, conveying the Property, which deed shall be in statutory form for recording; 2. Execute and deliver to Purchaser a mechanic's lien and possession affidavit in sufficient form and substance so as to allow the Title Company to remove the mechanical lien exception and parties -in -possession exception from the Title Commitment; 3. Execute and deliver to the Title Company an affidavit that there have been no changes to the conditions of title from that shown in the Title Commitment in order for the Title Company to delete the "gap" exception; 4. Execute and deliver instruments satisfactory to Purchaser and the Title Company reflecting the proper power, good standing and authorization for the sale of the Property from Seller to Purchaser hereunder; 5. Execute and deliver to Purchaser and the Title Company a FIRPTA affidavit in form and substance acceptable to Purchaser and the Title Company; 6. Execute and deliver to Purchaser a closing statement setting forth the Purchase Price, deposit, adjustments, prorations and closing costs as set forth herein; 7. Produce, execute, and deliver to Purchaser any documents necessary to clear any title defects; and (D) Contemporaneously with the performance by Seller of its obligations set forth above, at Closing, Purchaser shall do the following: 1. Execute and deliver instruments satisfactory to Seller and the Title Company reflecting the proper power, good standing, and authorization for the purchase of the Property from Seller by Purchaser hereunder; and 2. Pay to Seller the Purchase Price, after credit for any deposits; and 5 rchaser); '.'> Seller. 233 3. Execute and deliver to Seller a closing statement setting forth the Purchase Price, deposit, adjustments, prorations and closing costs as set forth herein; and 4. Execute and deliver such other documents as may be required by this Agreement. 8. PREPARATION OF CLOSING DOCUMENTS. Within thirty (30) days of the Effective Date of this Agreement, the Escrow/Closing Agent shall prepare the deed described in paragraph 7 of this Agreement. The Escrow/Closing Agent shall prepare Purchaser's and Seller's closing statements and the title, possession and lien affidavit certified to be executed by the Seller to Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes. 9. CLOSING COSTS. (A) Seller shall pay the following costs and expenses in connection with the Closing: Its attorney's fees; 2. All recording fees associated any affidavits or satisfactions necessary to cure title; 3. All costs needed to cure title and provide title evidence; 4. Any costs of operating or maintaining the Property which have been accrued prior to the Closing; and 5. All mailing costs associated with Closing. (B) Purchaser shall pay all other costs arising in connection with the Closing and this Agreement, including without limitation, the following: Deed; 1. All recording fees associated with the recording of the General Warranty 2. Survey and Appraisal costs; 3. Its costs of document preparation and its attorney's fees; 4. The costs of the title commitment and insurance; 5. Its costs associated with any financing; and 6. All documentary stamps and any intangible taxes in connection with the conveyance of the Property. 6 I_Izlurchaser, Seller 234 (C) The following items shall be prorated between Seller and Purchaser as of midnight of the day prior to Closing and shall be reflected on the Closing Statement 1. All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Seller at closing. If the Purchaser acquires fee title to the Property between January 1 and November 1, Seller shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the Miami -Dade Tax Collector's Office, an amount equal to the current taxes prorated to the date of transfer, based upon the. current assessment and millage rates on the Property. In the event the Purchaser acquires fee title to the Property on or after November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the Miami -Dade Tax Collector's Office. 2. Utility charges, if any, and any other operating or maintenance expenses associated with the operation and upkeep of the Property. 10. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or damage to the Property prior to the date of Closing and warrants that the Property shall be transferred and conveyed to Purchaser in the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear excepted, and Seller shall prevent and refrain from any use of the Property for any purpose or in any manner that would diminish its market or conservation value. Seller will maintain the landscaping and grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property. The Seller shall not transfer or encumber any interest in the Property prior to Closing. If the condition of the Property is altered by an act of God or other natural force beyond the control of Seller, however, Purchaser may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Subject to anything disclosed by the Survey, Seller represents and warrants that there are no parties other than Seller in occupancy or possession of any part of the Property. Seller warrants that there are no facts known to Seller materially affecting the value of the Property that are not readily observable by Purchaser or that have not been disclosed to Purchaser. 11. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Seller shall deliver possession of the Property to Purchaser at Closing. 12. DEFAULT. (A) If Seller defaults under this Agreement, Purchaser may waive the default and proceed to Closing, seek specific performance, or refuse to close and elect to receive the return of any deposit money paid, each without waiving any action for damages, or any other remedy permitted by law or in equity resulting from Seller's default. 7 _ClP rchaser _�L Seller 235 (B) In the event the Purchaser should fail to consummate the transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein or (ii) Seller's default, Seller may demand the Escrow Agent to pay any deposit, such sum being agreed upon as liquidated damages for the failure of Purchaser to perform the duties, liabilities and obligations imposed upon it by the terms and provisions of this Agreement and because the difficulty, inconvenience and uncertainty of ascertaining actual damages, and no other damages, rights or remedies shall in any case be collectible, enforceable or available to Seller other than as provided in this paragraph. (C) Seller and Purchaser shall not be required to perform any obligation under this Agreement or be liable to each other for damages so long as the performance or nonperformance of the obligation is delayed, caused, or prevented by an act of God of force majeure. An "act of God" or "force majeure" is defined as hurricanes, earthquakes, floods, fire, unusual transportation delays, wars, insurrections, and any other cause not reasonably in the control of the claiming party and which by exercise of due diligence the non-performing party is unable- in whole or in part to prevent or overcome. 13. BROKERS. Seller and Purchaser each warrants to each other that no persons, firms, corporations or other entities are entitled to a real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed below: Seller: None Purchaser: None Seller shall and Purchaser shall to the extent permitted by applicable law indemnify and hold harmless each other harmless from any and all such claims under this paragraph, whether disclosed or undisclosed. However, Seller and Purchaser agree that this provision shall not have the effect of waiving sovereign immunity or the provisions of section 768.28, Florida Statutes. 14. ESCROW AGENT AND ESCROW PROCEDURE. Escrow Agent, as specified in paragraph 1(C), by acceptance of the funds deposited by Purchaser hereunder, agrees to hold such funds and to disperse the same only in accordance with the terms and conditions of this Agreement. In the event of a termination of this Agreement or a default under this Agreement, the deposit (inclusive of the interest accrued thereon) shall be delivered or disbursed by Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and such party makes demand (the "Demand") upon Escrow Agent for possession of the deposit, said party must provide the other party with a copy of such Demand made upon Escrow Agent. Except with respect to Demands for the deposit made by Purchaser prior to or on the expiration of the investigation period provided in paragraph 4. (in which event Escrow Agent shall promptly deliver the deposit to Purchaser upon demand), Escrow Agent shall not disburse the deposit in accordance with the Demand until the demanding party delivers to Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the 8 _Sptj rchaser��Seller 236 other party's receipt of the Demand and Escrow Agent has not received written objection to such demand within the five (5) business days following said party's receipt of the copy of such Demand. If any dispute or difference arises between Purchaser and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, continue to hold such funds until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Miami -Dade County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, all liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. 15. TIME. Time is of essence with respect to all dates or times set forth in this Agreement. Unless otherwise specified, the expiration of any period of time prescribed in this Agreement shall occur at 5:00 p.m. of the last day of the period. Should any period of time specified herein end on a Saturday, Sunday, or legal holiday recognized in Crawfordville, Florida, the period of time shall automatically be extended to 5:00 p.m. of the next full business day. All time periods referencing number of days shall be calendar days, unless otherwise specified. 16. SEVERABILITY. If any of the provisions of this Agreement are deemed to be unenforceable and the unenforceability of said provisions does not adversely affect the purpose and intent of this Agreement, in Purchaser's sole discretion, the enforceability of the remaining provisions of this Agreement shall not be affected. 17. SUCCESSORS IN INTEREST. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, legal representatives, successors, and assigns. 18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment to this Agreement shall be binding unless executed in writing by the parties. Notwithstanding the foregoing, the parties acknowledge that the legal description contained in Exhibit "A" was prepared based upon historic chain of title information, without the benefit of a current survey of the Property. The parties agree that if, in the opinion of Purchaser, it becomes necessary to amend the legal description of the Property to correct errors, to more properly describe the Property, to cut out portions of the Property affected by title defects that cannot be timely removed by the Seller, or to otherwise revise the legal description of the Property, the legal description to be used in the Survey (if any) and in the closing instruments required by this Agreement shall be revised by or at the direction of Purchaser, and shall be subject to the final approval of Purchaser. Anything to the contrary hereinabove notwithstanding, such a revision of the legal description of the Property shall not require a written amendment to 9 Purchaser.-, � ' Seller I 237 this Agreement. In such event, the Seller's execution and delivery of the closing instruments containing the revised legal description and the Purchaser's acceptance of said instruments and of the final Survey (if any) containing the revised legal description shall constitute a full and complete ratification and acceptance of the revised legal description of the Property by the parties. 19. WAIVER. Failure of either party to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 20. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment, or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties after approval by the Sunny Isles Beach City Commission. 21. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. 22. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally, mailed postage prepaid, or sent by overnight courier to the appropriate address indicated on the first page of this Agreement, or such other address or electronic marl address as may be designated in writing by a party to this Agreement. 23. SURVIVAL. The covenants, warranties, representations, indemnities, and undertakings of Seller set forth in this Agreement shall survive the Closing, the delivery and recording of the deed described in paragraph 7 of this Agreement and Purchaser's possession of the Property. 24. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties hereto consent to jurisdiction and venue in Miami-Dade County, Florida, and agree that such jurisdiction and venue shall be sole and exclusive for any and all actions or disputes related to this Agreement or any related instruments. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26. INTERPRETATION. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender and neuter and vice versa. This Agreement and any related instruments shall not be construed more strictly against one party than against the other by virtue of the fact that initial drafts were made and prepared by counsel for one of the parties, it being recognized that this Agreement and any related instruments are the product of extensive negotiations 10 _J�--Purchaser ]' .> Seller 238 between the parties hereto and that both parties hereto have contributed substantially and materially to the final preparation of this Agreement and all related instruments. 27. AUTHORITY OF PARTIES. Seller and Purchaser represent to each other that each has full power and authority to enter into and perform this Agreement, all related instruments and the documentation contemplated hereby and thereby in accordance with their respective terms and that delivery and performance of this Agreement, all related instruments and the documentation contemplated hereby and thereby has been duly authorized by all necessary action. 28. ATTORNEY'S FEES AND COSTS. In the event of any litigation between the parties arising out of this Agreement or the collection of any funds due Purchaser or Seller pursuant to this Agreement, the prevailing party shall be entitled to recover from the nonprevailing party all costs incurred, including without limitation reasonable attorneys' and paralegals' fees and costs, whether such fees and costs are incurred at trial, on appeal or in any bankruptcy proceedings. THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE , 2023, THIS OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO EXTEND THIS OFFER. THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT ON SELLER UPON SELLER'S EXECUTION OF THE AGREEMENT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. [THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK.] 11 urchaser � Seller, 239 Witness as to Seller Printed K -4m16 Witnle"s to Seller I �� OS •l1`a1�- Printed Nam STATE OF FLORIDA COUNTY OF MIAMI-DADE SELLER: Jose Saal, as t1 - of S&B Atlantic Blvd., LLC /4 _. 0 �3 - ?c,2-3 Date signed by Seller SWORN TO and subscribed before me T- in person or by electronic notarization, this day of November, 2023, by Jose Saal. Such person(s) (Notary Public must check applicable box). [ ] is/are personally known to me. `]_produced a current drivers license(s). [ ] produced as identification. R KAT(AYAKUB04SKY /.c Not public -State of rlorida ' (NOTARY PUBLIC SEAL) Commission . HH 0919B3 hill Comm. Expires 'Feb 11, 2025 A�l Bonded through national Votary Assn. �-fq y-Y�ublic ( rinted, Typed or Stamped Name of Notary Public) Commission No.4 HUO2/12P S My Commission Expires:Teh It , 20Z, 12 PurchaserSeller 240 Witness as to Purchaser6911t;o AW -1 Printed Nam fitness as to Purchaser jOSe /2-, P&,(aC-;0S Printed Name APPROVED AT PUBLIC HEARING: ATTEST: AMeio etancur, CMC City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: .A,�'cAd"., Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Purchaser �05Seller. PURCHASER: CITY OF SUNNY ISLES BEACH By. b4 tan Morris, City Manager CITY OF SU ES BEACH, BY ITS CITY COM ISSIO By: Larisa Svechin, Mayor Date Executed: /l/ --'< Z-75 13 241 EXHIBIT A - LEGAL DESCRIPTION SUNNY ISLES SHORES SEC A PB 53-95, LOT 5 BLK 3, LOT SIZE 17341 SO FT, FAU 31 2211 037 0001, FKA RICHELIEU APARTMENT CO-OP 14 Purchaserag-fseIler 242 _y�-kpj�q• ;fir PLO d c,Tr aF suK �'� City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners FROM: Stan Morris, City Manager DATE: November 16, 2023 RE: Purchase of Property located at 18126 Atlantic BlvdA RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The triangular shaped property located at 18126 Atlantic Blvd, adjacent to Pelican Community Park and Norman S. Edelcup Sunny Isles Beach K-8, is available. As a growing city, this parcel of land wil allow for the expansion of more municipal purpose space, which will allow for more recreation services and much more. The purchase of 18126 Atlantic Blvd will benefit the community as a whole and address emerging demands of a growing City. The City Manager's Office has been it communication with the owner regarding the sale of this property, and the parties have reached a purchase agreement with a purchase price of $5,5000,000.00. ADDITIONAL INFORMATION: There were three appraisals done of the property from three different firms. Below are the appraisals details: Date of Value Firm Value Conclusion AppraisalFirst December 1, 2022 $4,400,000 Real Estate Appraisers, LLC March 1, 2023 Walter Duke + Partners $4,160,000 July 22, 2023 Joseph J. Blake and Associates, $4,900,000 INC. Item Number: 101 ATTACHMENTS: Resolution Purchase and Sale Agreement Item Number: 10.1.