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HomeMy Public PortalAbout15-8951 Execute Purchase Agreement for Town Center 1Sponsored by: Mayor Taylor RESOLUTION NO. 15 -8951 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AGREEMENT FOR TOWN CENTER I, LOCATED AT 780 FISHERMAN STREET; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, In Resolution 15 -8931, the Mayor and Commission authorized the City Manager to negotiate the purchase of Town Center I, located at 780 Fisherman Street; and WHEREAS, Attached as Exhibit "A" is the Contract For Purchase and Sale; and WHEREAS, The City Commission wishes to proceed with the purchase; and WHEREAS, the City Commission wishes to authorize the Manager to Execute the Purchase Agreement attached as Exhibit "A" and to proceed with the purchase. NOW THEREFORE BE IT RESOLVED THAT THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission hereby authorizes the Manager to execute the attached Purchase Agreement and proceed with the purchase of Town Center I at 780 Fisherman Street, Opa- locka, Florida. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 301h day of March, 2015. Resolution No. 15 -8951 Attest to: '1 1� J arena Flores City Clerk Moved by: Vice Mayor Holmes Seconded by: Commissioner Pinder Commissioner Vote: 5 -0 Commissioner Kelley: YES Commissioner Pinder: YES Commissioner Santiago: YES Vice Mayor Holmes: YES Mayor Taylor: YES Mayor Approved as to form and legal sufficiency: �1 n �n I A, r✓ i r The Brown Law Group, LLC City Attorney City of Opa -Locka Agenda Cover Memo Commission Meeting Date: 03/25/2015 Item Type: Resolution Ordinance Other X (EnterX in box) Fiscal Impact: (EnterX in box) Yes No Ordinance Reading: (EnterX in box) 1st Readft 2nd Reading Public Hearing: (Enter X in box) Yes No Yes No Funding Source: (En ter Acct No.) (Enter Fund & Dept) Advertising Requirement: (Enter X in box) Yes No Contract /P.O. Required: (EnterX in box) Yes No RFP /RFQ /Bid #: N/A Strategic Plan Related (Enter X in box) Yes me Strategic Plan Priority Area: Strategic Plan Obj. /Strategy: (list the specific objective /strategy this item will address) Enhance Organizational 0 Bus. & Economic Dev 0 Public Safety p Quality of Education 0 Qual. of Life & City Image p Communcation I] Sponsor Name City Manager Department: City Manager Short Tale: A RESOLUTION OF THE CITY OF OPA- LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH JWV PROPERTIES, LLC FOR THE PURCHASE OF TOWN CENTER ONE, 780 FISHERMAN STREET, OPA- LOCKA, FL 33054 AT A COST OF $7.9 MILLION Staff Summary: It is the intention of the City of Opa -locka to either construct or purchase an adequate, but existing building, to be used as City Hall. An opportunity recently arose to purchase 780 Fisherman Street, the building in which the City previously rented office for City Administration and the Commission Chambers. City staff has successfully negotiated with the current owners, JWV Florida Properties, LLC, the purchase of the building at a cost of $7.9 million. Proposed Action: Approval l if E OgpS� Memorandum TO: Mayor Vice -Mayor Commissioner Commissioner Commissioner FROM: Kelvin Baker, Sr., City DATE: March 24, 2015 Myra L. Taylor Joseph L. Kelley RE: Resolution: Purchase of 780 Fisherman Street Request: A RESOLUTION OF THE CITY OF OPA- LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH JWV PROPERTIES, LLC FOR THE PURCHASE OF TOWN CENTER ONE, 780 FISHERMAN STREET, OPA- LOCKA, FL 33054 AT A COST OF $7.9 MILLION Description: It is the intention of the City of Opa -locka to either construct or purchase an adequate, but existing building, to be used as City Hall. An opportunity recently arose to purchase 780 Fisherman Street, the building in which the City previously rented office for City Administration and the Commission Chambers. City staff has successfully negotiated with the current owners, JWV Florida Properties, LLC, the purchase of the building at a cost of $7.9 million. Financial Impact: $7.9 million Implementation Timeline: 30 days Leizislative History: Resolutions 15 -8931, 14 -8846, 14 -8799, 14 -8790, 13 -8705, 13 -8666, 13 -8622, and 13- 8548. Recommendation(s): Staff recommends approval. Analysis: The City of Opa -locka has rented office space for City Administration for approximately 10 years. For the past three years, the City has actively pursued either building or purchasing an existing, but adequate space, to be used as a New City Hall. These steps included: 1. 2013 — The first attempt to purchase of 780 Fisherman Street. This attempt failed due to the inflexible asking price that exceeded $11 million. 2. 2013 — The purchase of lots west of City Hall to build a new City Hall. Purchase negotiations failed. 2014 — Building a new City Hall on the grounds of Historic City Hall. Only one company responded to the RFP and the proposed amount exceeded the approved construction loan. The City received an $8.5 million loan from City National Bank for the acquisition and construction of a new City Hall. The bank has approved the use of the loan for the purchase of 780 Fisherman Street. Benefits of this purchase include: • A purchase price almost $4 million less than three years ago. • Location! Location! Location! We will return to Downtown and across the street from Tri -Rail. • Up to 195 off -site parking spaces located on properties within the vicinity of the building. • Closing within 30 days. City Administration could be moved into our permanent and our own City Hall within a couple of months. • We will be using some of the difference between the purchase price and the loan amount to build a professional, functional, and modern Commission Chambers on the 2 °d Floor. • With the right Management Company, the City will be in the enviable position of making a profit on the property. As stated previously and Section 22, time is of the essence and closing is expected within 30 days. During this time, the City will be performing its due diligence to confirm the financial and material facts of the purchase. The City's due diligence request is extensive and detailed in Exhibit C -1 on page 17 of the agreement. Attachments: (1) Purchase Agreement — 780 Fisherman Street, Opa- locka, FL 33054 (2) Resolutions 15 -8931, 14 -8846, 14 -8799, 14 -8790, 13 -8705, 13 -8666, 13 -8622, and 13 -8548. PREPARED BY: Faye Douglas, Budget Administrator PURCHASE AGREEMENT FOR TOWN CENTER 1 780 FISHERMAN STREET OPA- LOCKA, FL 33054 In this Agreement, the term "BUYER" or "PURCHASER" means or refers to the buyer or buyers listed below who signed this Agreement. The word "SELLER" means or refers to JWV FLORIDA PROPERTIES, LLC, a Delaware Limited Liability Company. Buyer: THE CITY OF OPA -LOCKA Seller: JWV FLORIDA PROPERTIES, LLC Property Address: 780 Fisherman Street City: Opa -Locka State: FL Zip Code: 33054 Folio: 08- 2121 - 004 -0980 Description: Approximately 82,003 sq. ft. of commercial use office space Purchase Price: Seven Million Nine Hundred Thousand ($7,900,000.00) Dollars This Purchase and Sale Agreement dated this day of March, 2015 (the "Effective Date ") is by and between JWV FLORIDA PROPERTIES, LLC, a Delaware limited liability company, with its mailing address as P.O. Box 950, Edgartown, Massachusetts 02539, as ( "SELLER "), and THE CITY OF OPA- LOCKA, a Florida municipality with its offices at 3400 NW 135th Street, Opa- Locka, FL 33054, as ( "BUYER "). WHEREAS, Seller is the fee title owner of that certain commercial office building located at 780 Fisherman Street, Opa- Locka, FL 33054, as more particularly described on Exhibit "A -1" attached hereto and incorporated herein by this reference (the "Fee Property ") and all personal property, as more fully described on Exhibit "A -2 ", collectively the "Property ". WHEREAS, Buyer is desirous of purchasing the Property and Seller is agreeable to selling the Property to Buyer, subject to the following terms and conditions. NOW THEREFORE, in consideration of the promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer (each, a "Party" and, collectively, the "Parties ") hereby agree as follows: Buyer Sellers Page 1 1. INCORPORATION OF RECITALS. All of the foregoing Recitals are hereby incorporated as agreements of the Parties. 2. BINDING AGREEMENT. This Agreement constitutes a binding agreement between Seller and Buyer for the sale and purchase of the Property subject to the terms set forth in this Agreement. Subject to the limitations set forth in this Agreement, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. This Agreement supersedes all other written or verbal agreements between the Parties concerning any transaction embodied in this Agreement. No claim of waiver or modification concerning the provisions of this Agreement shall be made against a Party unless based upon a written instrument signed by such Party along with the Escrow Agent as set forth herein. The Effective Date of this Agreement shall be the date last signed and transmitted. 3. PURCHASE AND SALE. BUYER agrees to buy, and SELLER agrees to sell on the terms and conditions contained in this Agreement. A. The Purchase Price is Seven Million Nine Hundred Thousand and 00/100 Dollars ($7,900,000.00). B. Buyer shall pay the PURCHASE PRICE in the following manner (i) Earnest Money Deposit: The sum of Fifty Thousand ($50,000.00) Dollars shall be delivered upon the execution of this Agreement (as hereinafter defined) (the "Deposit ") to, First United Title and Escrow, Inc. The Deposit may be returned in the event of Seller Default (as hereinafter defined). (ii) PRIMARY FINANCING: Seller acknowledges that Buyer's ability to purchase is contingent upon Buyer's ability to obtain primary financing upon commercially reasonable terms in an amount equal to 100% of the purchase price. Buyer already possesses an approved construction loan in excess of the purchase price amount and lender, City National Bank of Miami shall convert that construction loan to a purchase money mortgage. The net proceeds of such financing shall be applied to the purchase price. However, the time for obtaining a firm commitment for the financing shall be limited to thirty (30) days from the Effective Date of this Agreement. The Buyer shall provide notice of the satisfaction of this contingency no later than thirty days after the Effective Date or in the alternative, Buyer shall provide Seller with notice of cancellation of this Agreement. Buyer Sellers Page 2 C. The balance of the Purchase Price, plus any other amounts required to be paid by Buyer at the Closing (as hereinafter defined), subject to prorations and adjustments as provided herein in the form of a certified funds paid to the order of the Escrow Agent, to be received at or prior to 2:00 P.M. local time on the date of the Closing. D. As a material part of the consideration for this Agreement, Buyer acknowledges that through its leasing of certain portions of the Property, it has knowledge of the Property and its condition, and Seller and Buyer hereby agree that, except as expressly provided for herein, including, without limitation, Section 9 ( "Seller's Warranties /Covenants "), Seller is selling, and Buyer is purchasing and taking, the Property on an "AS IS, WHERE IS" basis, with any and all latent and patent defects. Buyer acknowledges that it is relying upon its examination of the Property and, except for Seller's express representations, warranties and covenants contained in this Agreement and the Deed, it is not relying upon any representation, statement or other assertion of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matter concerning the Property, including, without limitation: (i) the quality, nature, adequacy and physical condition of the Property, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property's use, habitability, merchantability, suitability, value or fitness for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions or restrictions of any governmental or quasi - governmental entity or of any other person or entity, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring premises, (viii) the quality of any labor and materials used in any improvements on the Property, (ix) the condition of title to the Property, and (x) the economics of the operation of the Property. The provisions of this subparagraph 3.D. shall survive the Closing. E. Buyer shall have Twenty (20) Days after the Effective Date within which to have such inspections of the property performed as Buyer shall desire during this period. If Buyer determines in Buyer's sole discretion that the Property is not acceptable to Buyer, Buyer may terminate this Agreement by delivering written notice of such election to Seller prior to expiration of the inspection period. If Buyer timely terminates this Agreement the Deposit paid shall be returned to Buyer, thereupon Buyer and Seller shall be released of all further obligations under this agreement. Buyer Sellers Page 3 4. TITLE COMMITMENT AND OBJECTIONS. (a) Title Commitment. Within ten (10) days of the Effective Date, a title insurance company of Buyer's choice (the "Title Company ") shall deliver to Buyer and Seller a current title insurance commitment (the Title Commitment ") covering the Property, showing all matters affecting title to the Property, and binding the Title Company to issue at Closing an ALTA Owner's Policy of Title Insurance in the full amount of the Purchase Price (the "Title Policy "). The Title Commitment shall show the status of title to the Property as of the date of such Title Commitment. In addition to the Title Commitment, the Title Company shall simultaneously deliver to Buyer and Seller legible copies of all documents identified in Part Two of Schedule B of the Title Commitment. The cost of the Title Policy and the Title Commitment will be borne by the Buyer; if Buyer desires to obtain extended coverage or other modification or endorsements to the title policy, Buyer shall also pay any additional costs for such extended coverage policy and /or for any such modifications or endorsements. Within five (5) business days after its receipt of the Title Commitment, Buyer shall give written notice ( "Title Defect Notice ") to Seller of any exceptions or matters of title which render title unmarketable (the "Title Defects "). Any items appearing on the Commitment that are not included in the Title Defect Notice shall be deemed "Permitted Exceptions ". In no event shall "Permitted Exceptions" include any mortgage, security interest, encumbrance, mechanics' lien or other lien if liquidated in amount and created or assumed by Seller or Seller's predecessors in title (hereinafter "Required Cure Items "). (b) Title Objections. Within five (5) days of receipt of the Title Defects Notice, Seller shall notify Buyer of the Title Defects Seller is unwilling or unable to cure ( "Seller Title Notification ") (other than the Required Cure Items which Seller shall be obligated to cure and remove on or prior to Closing). Buyer may, upon notice to Seller within five (5) business days after receipt of the Seller Title Notification (i) terminate this Agreement; or (ii) elect to close subject to the Title Defects included in the Seller Title Notification, which Title Defects shall then be deemed Permitted Exceptions. If, as of the Closing Date, Seller is unable remove a Title Defect that was not included in the Seller Title Notification (after giving effect in each case to Seller's obligation, if any, under this Section 4), Buyer may (i) terminate this Agreement; or (ii) elect to close subject to the Title Defects Seller was unable to cure, without diminution or abatement of the Purchase Price (except as provided below). (c) Updated Title Commitment. Prior to Closing, Buyer may update the Title Commitment (an "Updated Commitment "). In the event any new matters appear in the Updated Commitment that did not appear of record prior to the effective date of the Title Commitment, which matters render title to the Property Buyer Sellers Page 4 unmarketable, following the expiration of a ten (10) day Seller right to cure period, Buyer may cancel this Agreement by giving written notice to Seller within five (5) business days of the date it receives the Updated Commitment. (d) The Deposit. In the event that Buyer cancels or is deemed to have cancelled this Agreement pursuant to Sections 4(b) or 4(c) hereof, the Deposit shall be paid immediately to Buyer and all documents deposited in escrow by Buyer shall be returned to Seller, and the parties shall have no further rights or obligations hereunder. (e) Permitted Exceptions. Matters appearing in Section II on a standard Schedule B. of a Title Commitment shall be deemed Permitted Exceptions. 5. SURVEY. As of full execution of this Agreement and delivery of the Deposit, Seller, if in its possession, will deliver to Buyer a copy of Seller's existing survey of the Property if any (the "Existing Survey "). If desired by Buyer, Buyer may, at Buyer's cost, within thirty (30) days of the effective Date, cause an updated ALTA survey of the Property (the "Updated Survey ") to be completed by a surveyor licensed in the State of Florida and delivered to Buyer, Seller and Escrow Agent. 6. IRS SECTION 1445. Seller shall furnish to Buyer in escrow by Closing a sworn affidavit (the "Non- Foreign Affidavit ") stating under penalty of perjury that Seller is not a "foreign person" as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the "Code "). If Seller does not timely furnish the Non - Foreign Affidavit, Buyer may withhold (or direct Escrow Agent to withhold) from the Deposit, an amount equal to the amount required to be so withheld pursuant to Section 1445(a) of the Code, and such withheld funds shall be deposited with the Internal Revenue Service as required by such Section 1445(a) and the regulations promulgated thereunder. The amount withheld, if any, shall nevertheless be deemed to be part of the Purchase Price paid to Seller. 7. DELIVERY OF POSSESSION. Seller shall deliver possession of the Property to Buyer at Closing subject only to the Permitted Exceptions. 8. SELLER'S DELIVERIES. At the Closing, Seller shall deliver to Buyer the following, each a "Conveyance Document ": (a) A special warranty deed (the "Deed ") conveying the Fee Property, executed and acknowledged by Seller, to the Buyer, subject only to the Permitted Exceptions, if any; (b) The Non - Foreign Affidavit; (c) Evidence of the authority of Seller and the person(s) Buyer Sellers Page 5 executing and delivering closing documents on its behalf to consummate the Closing with respect to the Property, in form and content reasonably acceptable to the Title Company; and (d) Such other documents as are reasonably necessary for the issuance of the Owner's Policy (or a written commitment therefor) subject only to the Permitted Exceptions. 9. SELLER'S WARRANTIES /COVENANTS. Seller hereby represents and warrants to Buyer as of the Effective Date and again as of Closing that: (a) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Conveyance Documents; (b) between the Effective Date and Closing or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to the Property, without Buyer's consent, which consent may be withheld at Buyer's discretion; (c) Seller agrees that, between the Effective Date and Closing or any earlier termination of this Agreement, Seller shall, at its sole cost, continue to operate the Property as heretofore operated by Seller. 10. BUYER'S WARRANTIES. Buyer hereby represents to Seller as of the Effective Date and again as of Closing that: (a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Conveyance Documents; (b) there are no actions or proceedings pending or to Buyer's knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement; (c) the execution, delivery and performance of this Agreement does not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound. 11. DUE DILIGENCE. Buyer has requested certain information from Seller necessary for Buyer to perform its due diligence concerning this subject purchase. If for any reason, Seller is unable or unwilling to provide Buyer with the requested information Buyer Sellers Page 6 Buyer requires to perform its due diligence within twentyfiftee-g (204-5) days of the Effective Date, Buyer may elect to terminate this agreement in Buyer's sole and absolute discretion and shall be entitled to an immediate return of Buyer's deposit or, Buyer may elect to extend the Closing Date by one (1) day for each day beyond twentyfi#tee-R days after the Effective Date that Seller has failed to provide the requested due diligence information to Buyer. The due diligence information requested per this provision is enumerated in the attached Exhibit "C-1". 12. CLOSING DATE. CLOSING SHALL TAKE PLACE ON OR BEFORE FORTY -FIVE (45) DAYS FROM EFFECTIVE DATE. Seller understands and agrees that Buyer has the right to schedule the date, time and place for Closing. Buyer is authorized to reschedule the closing date in accordance with the provisions Section 11 of this Agreement. Seller will close on the new date, time and place specified in a notice of postponement (as long as at least 5 days notice of the new date, time and place is given). A change of time or place of closing only (one not involving a change of date) will not require any additional notice period. Any formal notice of closing, postponement or rescheduling may be given orally, by telephone, electronic mail, mail or other reasonable means of communication at Buyer's option. 13. CLOSING COSTS. Closing Costs. Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the Closing escrow instructions. At Closing, Seller shall pay (i) except in connection with any Permitted Exception, the costs of releasing all liens, judgments, and other encumbrances necessary to place record title in the condition agreed to by Seller in this Agreement, and of recording such releases, (ii) the transfer tax associated with the sale of the Property, and (iii) the cost of recording the Deed conveying the Property to Buyer. Buyer's Costs. At Closing, Buyer shall pay (i) the cost of any mortgage tax or stamps associated with Buyer's loan, if any, (ii) any title insurance premiums due for the Title Policy pursuant to Paragraph 5(a) herein; and (iii) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Any other closing costs not specifically designated as the responsibility of either Party in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at Closing. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as provided in this Section, Seller and Buyer shall each bear their own costs in regard to this Agreement. Real property taxes shall be prorated between the parties as of the date of Closing. All prorations are final at Closing. Buyer Sellers Page 7 14. ASSIGNMENT. Buyer may not assign its rights under this Agreement before or after Closing. However, at Closing Buyer may assign its right under this Agreement to a related entity in which it has a controlling interest. Buyer shall notify Seller in writing of its intention to assign its interest to a related entity prior to the Closing and provide the identities of any other parties having an interest therein. 15. RISK OF LOSS. In the event of any loss, damage or taking with respect to the Property prior to Closing, Buyer may, at Buyer's sole option, by written notice to Seller either (a) cancel this Agreement in which case the Deposit shall be immediately refunded to Buyer; or (b) close subject to the loss, damage or taking without any reduction in the Purchase Price. Buyer shall give written notice of its election to Seller in writing within ten (10) days of the date it is notified of the loss, damage or taking. In the event Buyer fails to so notify the Seller, it shall be deemed to have cancelled this Agreement and shall be entitled to a refund of the Deposit. In the event the Buyer elects to close, the Closing shall be. extended for a reasonable time commensurate with the loss or taking. 16. REMEDIES. (a) Seller's Breach. If Seller breaches this Agreement, then the sole remedies available to Buyer shall be, at Buyer's sole option, either: (i) by written notice to Seller and Escrow Agent, to cancel this Agreement in its entirety whereupon the Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; or (ii) to enforce this Agreement by instituting a suit for specific performance. (b) Buyer's Breach. If Buyer breaches this Agreement, as its sole remedy, Seller shall be entitled to terminate this Agreement and to retain the Deposit as Seller's agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer. 17. ATTORNEYS' FEES. If there is any litigation to enforce any provisions or rights arising herein, the unsuccessful party in such litigation, as determined by the court, agrees to pay the successful party, as determined by the court, all costs and expenses, including, but not limited to, reasonable attorneys' fees incurred by the successful party, such fees to be determined by the court. 18. NOTICES. (a) Addresses. Except as otherwise required by law, any notice Buyer Sellers Page 8 required or permitted hereunder shall be in writing and shall be given by personal delivery, or by deposit in the U.S. Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Parties at the addresses set forth below, or at such other address as a Party may designate in writing pursuant hereto, email, or telecopies (fax), or any express or overnight delivery service (e.g., Federal Express), delivery charges prepaid: If to Seller: JWV FLORIDA PROPERTIES, LLC 136 South Water Street Edgartown, MA 02539 Fax: with a copy to: Thomas B. Mitchell, Esq. McElroy, Deutsch, Mulvaney & Carpenter, LLP One State Street Hartford, CT 06103 If to Buyer: THE CITY OF OPA -LOCKA 3400 NW 135th Street Opa- Locka, FL 33054 kbaker @opalockafl.gov with a copy to: Anthony Rumore, P.A. 515 SW 1st Avenue Fort Lauderdale, FL 33301 trumore @rumorelaw.com (b) Effective Date of Notices. Notice shall be deemed to have been given on the date on which such notice is delivered, if notice is given by personal delivery, or telecopies, and on the date of deposit in the mail, if mailed or deposited with the overnight carrier, if used. Notice shall be deemed to have been received on the date on which the notice is received, if notice is given by personal delivery or overnight delivery service and on the third (3rd) day following Buyer Sellers Page 9 deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of any notice given to a party shall also be given to Escrow Agent by regular U.S. Mail or by any other method provided for herein. (c) Notwithstanding the foregoing, the Parties, either directly, through counsel, or otherwise may communicate by any means of their choosing in regards to this Agreement and may rely upon any revision or extension of this Agreement by means of electronic mail or such other communications as the parties and /or their representatives deem appropriate. However, in the event either partly elects to notice exclusively under this paragraph18(c), neither party may deliver any such notice or revision and rely upon said notice or revision without the acknowledgment of the other party. 19. OTHERS BOUND BY THIS AGREEMENT. If Seller ceases to exist or in any way loses legal control of Seller's affairs, this Agreement will bind Seller's assignees, designees, devisees, heirs or personal representatives. If Seller has received permission to assign or transfer its interest in this Agreement, this Agreement will bind anyone receiving such interest. If Seller is a corporation, limited liability company, or other business entity, this Agreement will bind any successor corporation, limited liability company or entity. If more than one person signs this Agreement as Buyer, each will be equally liable, jointly and severally, for full performance of all Seller's duties and obligations under this Agreement and Buyer can enforce this Agreement against either as individuals or jointly. 20. PUBLIC RECORDS. Neither this Agreement, nor any notice or memorandum hereof (nor any lis- pendens relating thereto), may be recorded by Seller or Buyer nor by any of their respective representatives, agents or legal counsel (or any other person acting for or on behalf of Seller or Buyer). In the event that Seller, Buyer or any of their respective representatives, agents or legal counsel (or any other person acting for or on behalf of Seller or Buyer) shall record this Agreement or any memorandum thereof, or other document relating thereto (including, without limitation, any lis pendens) in the Public Records or any other place, such recording shall constitute a default by Seller or Buyer, entitling the other Party to any default remedies provided to that Party in this Agreement. 21. FLORIDA LAW; SEVERABILITY. Any disputes that develop under this Agreement will be settled according to Florida law. Venue for any action to enforce this Agreement shall lie in Miami -Dade County, Florida. If any part of this Agreement violates a provision of applicable law, the applicable law will control. In such case, however, the rest of the Agreement (not in violation) will remain in full force and effect, as if the particular provision had never been part of this Agreement. Buyer Sellers Page 10 22. TIME OF ESSENCE. The performance of all obligations by the Parties on the precise times stated in this Purchase Agreement is of absolute importance and failure by either Party to so perform on time is a default, time being of the essence as to that Party's obligations hereunder. Any reference to days shall mean calendar and not business days and whenever any determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday or Sunday or legal holiday under the laws of the State of Florida, then in such event, said date shall be extended to the next day which is not on a Saturday, Sunday or legal holiday. 23. INTERPRETATION. If there is any specific and direct conflict between, or any ambiguity resulting from, the terms and provisions of this Agreement and the terms and provisions of any document, instrument or other agreement executed in connection herewith or in furtherance hereof, including any Exhibits hereto, the same shall be consistently interpreted in such manner as to give effect to the general purposes and intention as expressed in this Agreement which shall be deemed to prevail and control. 24. HEADINGS. The headings of this Agreement are for reference only and shall not limit or define the meaning of any provision of this Agreement. 25. FAX AND COUNTERPARTS. This Agreement may be executed by facsimile and /or in any number of counterparts. Each party may rely upon any facsimile or counterpart copy as if it were one original document. 26. INCORPORATION OF EXHIBITS BY REFERENCE. All Exhobats to this Agreement are fully inGorperated herein as though set forth at IeRgth .Exhibits to this Agreement shall be exhibits Al, A2,131 and C! 27. SEVERABILITY. If any provision of this Agreement is unenforceable, the remaining provisions shall nevertheless be kept in effect. 28. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any Party. 29. SURVIVAL. Only those provisions and disclaimers in this Agreement, which specifically state that they shall have effect after Closing will survive (continue to be effective after) Closing and delivery of the Deed. All other provisions shall be deemed merged into the Deed. Buyer Sellers Page 11 30. RADON DISCLOSURE. Under the laws of the State of Florida, Buyer is hereby advised 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 that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. The foregoing notice is provided in order to comply with state law and is for informational purposes only. 31. NO REPRESENTATIONS AS TO INVESTMENT, ETC. Buyer acknowledges, warrants, represents and agrees that this Agreement is being entered into by Buyer without reliance upon any representations concerning any potential for future profit, any future appreciation in value, rental income potential, tax advantages, depreciation or investment potential and without reliance upon any monetary or financial advantage. Buyer acknowledges and agrees that no such representations, including representations as to the ability or willingness of Seller or its affiliates to assist Buyer in renting portions of the Property, have been made by Seller, or any of its agents, employees or representatives. Neither Seller, nor anyone working by, through or under Seller, has made any statement or suggestion that Buyer would not be obligated to fully comply with the terms of this Agreement and to close on the purchase of the Property. Further, Buyer understands and agrees that neither Seller, nor any brokerage company, on site sales personnel and /or other persons working by, through or under Seller, are under any obligation whatsoever to assist Buyer with any renting or resale of the Property. Buyer further acknowledges, warrants, represents and agrees that this Agreement is being entered into by Buyer without reliance upon any representations concerning the applicable zoning affecting the Property, the permitted uses of the Property and /or any limitations imposed by any applicable zoning, governmental or quasi - governmental codes, ordinances and /or regulations. Before entering into this Agreement, Buyer has made its own independent determination as to the permitted uses of the Property and as to the suitability of the Property for such uses. The provisions of this Paragraph 31 shall survive the Closing. 32. SUBORDINATION OF AGREEMENT. Buyer agrees that all terms and provisions of this Agreement are and shall be junior and subordinate to the lien of any mortgage previously or hereafter placed by Seller on the Property, including all advances previously or hereafter made to the full extent thereof, without execution of any further legal documents by the Buyer. 33. AMENDMENTS OR MODIFICATION. No amendment or modification to this Agreement shall be binding unless it is in writing and signed by Seller and Buyer. Buyer Sellers Page 12 345. BROKER'S COMMISSION. The Parties warrant to one another that they have not dealt with any finder, broker or realtor in connection with this Agreement other than Seller having entered into a listing agreement with CBRE. It is exclusively Seller's obligation to pay CBRE's commission in accordance with Seller's listing agreement with CBRE. If any person or entity shall assert a claim to a finder's fee or brokerage commission on account of alleged employment as a finder or broker in connection with this Agreement, the Party under whom the finder or broker is claiming shall indemnify and hold the other Party harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought on such claim, including, but not limited to, counsel and witness fees and court costs in defending against such claim. The provisions of this subsection shall survive cancellation of this Agreement or Closing 35. ENTIRE AGREEMENT. This Agreement is the entire contract for sale and purchase of the Property and once it is signed, it can only be amended by a written instrument signed by the party against whom enforcement is sought which specifically states that it is amending this Agreement. Any current or prior agreements, representations, understandings or oral statements of sales representatives or others, if not expressed in this Agreement, are void and have no effect. Buyer has not relied on them. IN WITNESS WHEREOF THE SELLER AND BUYER HAVE EXECUTED THIS AGREEMENT ON THE DATES RESPECTIVELY SET FORTH BELOW. JWV FLORIDA PROPERTIES, LLC a Delaware Limited Liability Company By: Print Name: _ Its: MANAGER THE CITY OF OPA LOCKA a Florida Municipality KELVIN BAKER, SR. City Manager Buyer Sellers Page 13 The City Manager of the City of Opa -Locks possesses the legal authority to sign on behalf of the City of Ova -Locks and its authorized officer and agent subiect to the approval of the Mayor and the City Commission for the City of Opa- Locka. Exhibit "A -1" Legal Description Buyer Sellers Page 14 Exhibit "A -2" Personal Property All furniture, equipment and other personal property owned by Seller located at and used in connection with the operation of the Fee Property. Buyer Sellers Page 15 Exhibit "13-1" PARKING FACILITIES Town Center One has the benefit of access to up to 195 off -site parking spaces, located on two (2) assemblages of land owned by Fisherman Salih, LLC and 441 Opa Locka Blvd., LLC, respectively, in the vicinity of the Property, which access is provided by virtue of two Easement Agreements recorded with the Miami -Dade County Clerk's office; and The Parties to this agreement acknowledge the existence of perpetual easements permitting the Town Center One property to utilize parking facilities owned by Fisherman Salih, LLC and 441 Opa Locka Blvd., LLC. The nature of those easements grant a perpetual right to any owner of Town Center One to use said parking facilities owned by FISHERMAN or 441. The respective Easement Agreements state that if the owner of the subject parcels elects to relocate some or all of the parking spaces in the Easement Areas to another portion of the Fisherman Property or the 441 Property, such parcel may be no more than 500 feet from the Town Center property. If any of the spaces are relocated to another parcel owned by Fisherman or 441, those owners have agreed to grant Town Center an easement over said new parcel / property in substantially the same form as the existing Easement Agreements so that Town Center shall continue to have an easement over an area that will accommodate at least one hundred and fifty -six (156) parking spaces (the Fisherman parcels) - as recorded in OR Book 22535 Pages 2477 -2483, Public Records Miami -Dade County, Florida, and thirty -nine (39) parking spaces (The 441 parcels) - as recorded in OR Book 22535 Pages 2470 -2476, Public Records Miami -Dade County, Florida. The subject legal descriptions of said parcels are as follows: Tract "A" in Block 79 of "SECOND REVISED PLAT NO TWO OPA- LOCKA" according to the Plat thereof as recorded in Plat Book 34, Page 76, of the Public Records of Miami -Dade County, Florida, identical with and formerly known as Lots I thru 8 inclusive, in Block 79, of "REVISED PLAT NO. TWO OPA- LOCKA" according to the Plat thereof as recorded in Plat Book 34, Page 67, of the Public Records of Miami -Dade County, Florida. The Northeasterly 25 feet of Tract A, Block 82, SECOND REVISED PLAT NO. TWO OF OPA- LOCKA, according to the plat thereof, recorded in Plat Book 34, Page 76, of the Public Records of Miami -Dade County, Florida, formerly known as Lot 8, Block 82, of REVISED Buyer Sellers Page 16 PLAT NO. TWO OPA- LOCKA, according to the Plat thereof, recorded in Plat Book 34, Page 67, of the Public Records of Miami -Dade County, Florida and, Lots 9 and 10, Block 82, of PLAT NO. TWO OPA- LOCKA, according to the Plat thereof, as recorded in Plat Book 28, Page 72, of the Public Records of Miami -Dade County, Florida. Exhibit "C 1" DUE DILIGENCE REQUEST 1. TENANT INFORMATION a. Rent Roll showing, for each tenant: i. Tenant's name, suite # and size of premises. ii. Rent, scheduled rental increases and percentage rent. iii. Term commencement and expiration as well as options to extend. iv. Common Area expense pro rata share, base year and base year expenses. (any caps if applicable). v. Security deposit vi. Guarantors. vii. Concessions made to tenants. Ex: reduce rent, free rent, non - standard improvements viii.Nature of tenant's business and use. ix. Schedule of tenant improvement work not yet complete. b. A copy of all leases. c. Copy of tenant files maintained by Seller. d. Financial statement / credit information of tenants. e. Current and historic payment reports for each tenant. f. Any executed Letters of Intent with prospective tenants. g. Standard form lease. 2. OPERATING INFORMATION a. Operating statements of the Property for the past 3 years and YTD for 2015. b. Current operating and capital expense budgets for the Property, including comparison of actual to budgeted results with explanation as to significant variances. c. A schedule of capital expenditures for the Property for prior 3 years. d. A copy of all service, maintenance, leasing, management or other contracts relating to operation and /or use. e. A copy of utility bills for the prior 2 years. f. Aged receivables report for the prior 2 years. g. A copy of all owner's insurance policies now in effect with respect to the Property and evidence that tenants are maintaining the insurance coverage required under their leases. h. A schedule of employees; name, position, wage and benefits. 3. BUILDING INFORMATION a. Mechanical Systems reports, including HVAC units. b. Roof reports. c. Environmental reports. Buyer Sellers Page 17 d. Reports re: the ADA. 4. MISCELLANEOUS a. All licenses, permits, certificates of occupancy, etc. b. Any boundary or title survey in Seller's possession or control. c. A copy of Seller's title insurance policy, if any. d. A copy of any notices of violations relating to the Property. e. A schedule of any pending litigation concerning the Property. f. A schedule of all furniture, fixtures, equipment and supplies attached to, located in, or used in connection with the operation of the Property and which will be transferred to the Buyer. Buyer Sellers Page 18 Sponsored by: Commissioner Pinder RESOLUTION NO. 15-8931 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE THE PURCHASE OF TOWN CENTER I, LOCATED AT 780 FISHERMAN STREET; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Commission of the City of Opa -locka desires to investigate the purchase the building known as Town Center I, located at 780 Fisherman Street, Opa- locka; and WHEREAS, the City has determined that the property would be useful, providing needed facilities for the City. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA; Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa- locka, hereby directs and authorizes the City Manager to negotiate the purchase of Town Center I, located at780 Fisherman Street, Opa- locka, within 45 days of the date hereof, subject to City Commission approval. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 11 m day of Febru 15. RAaAAYLOR MAYOR Resolution No. 15 -8931 Attest to: Jo na Flores City Clerk Moved by: Seconded by: Commission Vote: Commissioner Kelley: Commissioner Pinder: Commissioner Santiago: Vice -Mayor Holmes: Mayor Taylor: Approved as to form and legal sufficiency: 4; Geller City Attorney COMMISSIONER PINDER COMMISSIONER KELLEY 4 -0 YES YES YES YES NOT PRESENT MARDER, PA Sponsored by: City Manager RESOLUTION NO. 148846 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND ENTER INTO AN AGREEMENT WITH .3400 LLC, IN A FORM THAT IS ACCEPTABLE TO THE CITY ATTORNEY, TO RENEW THE OFFICE SPACE LEASE FOR ONE YEAR, BEGINNING OCTOBER 1, 2014 THROUGH SEPTEMBER 30, 2015, A BUDGETED ITEM, PAYABLE FROM ACCOUNT NUMBER 19- 519440; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, pursuant to Resolution 13 -8672, the City leased office space at 3400 NW 135' Street, Building B, Opa- locka, from the property owner 3400 LLC; and WHEREAS, the City of Opa -locks is in the process of constructing a new City Hall and in the interim desires to temporarily renew the leased office space from 3400 LLC; and WHEREAS, the City Commission of the City of Opa -locka desires to authorize the City Manager to negotiate and enter into an agreement with 3400 LLC, in a form that is acceptable to the City Attorney, to lease the office space beginning October 1, 2014, through September 30, 2015. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA: Section 1. The recitals to the lease agreement herein are incorporated by reference. Section 2. The City Commission of the City of Opa -locka authorizes the City Manager to negotiate and enter into an agreement with 3400 LLC, in a form that is acceptable to the City Attorney, to renew the lease for office space from 3400 LLC, beginning October 1, 2014, through September 30, 2015. Resolution No. 148846 Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 17'b day of September, 2014. Attest: Iv"XX J a Flores City Clerk Moved by: Seconded by: Commission Vote: Commissioner Holmes: Commissioner Johnson: Commissioner Santiago: Vice -Mayor Kelley: Mayor Taylor: MVRAYAYLOR MAYOR Approved as to form and legal sufficiency: Attorney VICE MAYOR KELLEY COMMISSIONER JOHNSON YES YES YES YES YES YES Esq. MARDER, PA Sponsored by: Vice Mayor Kelley Resolution No. 14 -8799 A RESOLUTION OF THE CITY COMNIISSION OF THE CITY OF OPA LOCKA, FLORIDA, AUTHORIZING THE CITY MANAGER TO PROCEED WITH AN ALTERNATE LOCATION FOR THE NEW CITY HALL, IF PROBLEM CONTINUES WITH THE ORIGINAL SITE; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Opa -locks is intending to construct a new City Hall; and WHEREAS, it appears that there may be some difficulties in closing on the first site selected for the location for the new City Hall, including some title problems; and WHEREAS, an alternate site exists immediately to the East of Historic City Hall, if the difficulties with the first site are not resolved. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA: Section 1. The recitals to the preamble are hereby incorporated by reference. Section 2. The City Commission of the City of Opa -locka hereby directs the City Manager to proceed with the construction of the new City Hall at the alternate location East of Historic City Hall in the event that the problems related to the original site cannot be resolved quickly. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 10 DAY OF May, 2014. 6-4 YtA AYLOR MAYOR Resolution No. 148799 Attest to: Jo a Flores Ci Clerk I 1 Moved by: Seconded by: Commission Vote: Commissioner Holmes: Commissioner Johnson: Commissioner Santiago: Vice -Mayor Kelley: Mayor Taylor: ved as t form and legal VS. er EN SPOON MARDER PA Attorney VICE MAYOR KELLEY COMMISSIONER JOHNSON 5 -0 YES YES YES YES YES Sponsored by: City Manager RESOLUTION NO. 14 -8790 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, AUTHORIZING THE CITY MANAGER TO ACCEPT THE "TERM OFFER" LETTER FROM CITY NATIONAL BANK OF FLORIDA TO FINANCE THE ACQUISITION AND CONSTRUCTION OF THE NEW OPA- LOCKA CITY HALL; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, Ordinance No. 1341 was passed authorizing issuance of a Request for Proposal (RFP) for Bank Loan, Tax - Exempt Loan, not to exceed $8.5 million for acquisition and construction of a new City Hall; and WHEREAS, the RFP was sent to several banks and closed January 14, 2014, without any proposals received; and WHEREAS, the City of Opa -locks ( "City ") met with several financial institutions to solicit a partnership to finance a new City Hall, and only City National Bank of Florida presented a "Term Offer" to the City, and WHEREAS, the "Term Offer" has been reviewed and discussed with the City's Bond Counsel and Financial Advisor and has been found to be within the parameters established by Ordinance No. 13-41; and WHEREAS, the City Commission of the City of Opa -locks desires to authorize the City Manager to accept the "Term Offer" letter from City National Bank of Florida to finance the acquisition and construction of the new Opa -locka City Hall. Resolution No. 14 -8790 NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa- locka, Florida, hereby authorizes the City Manager to accept the "Term Offer" letter from City National Bank of Florida to finance the acquisition and construction of the new Opa -locks City Hall, in substantially the form attached hereto as Exhibit "A ". Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 11 `f' day of Auril, 2014 6, Attest to: Jot nna Flores City Clerk Moved by: Seconded by: Commission Vote: Commissioner Holmes: Commissioner Johnson: Commissioner Santiago: Vice -Mayor Kelley: Mayor Taylor: TAYLOR ,YOR Approved aAto form and legal sufficiency: Geller Attorney VICE MAYOR KELLEY COMMISSIONER SANTIAGO 5 -0 YES YES YES YES YES MARDER, PA Sponsored by: City Manager RESOLUTION NO. 13 -8705 A RESOLUTION OF THE CITY COMMISSION OF OPA- LOCKA, FLORIDA AUTHORIZING THE CITY MANAGER TO PURCHASE PROPERTIES LOCATED AT 100 PERVIZ AVE (FOLIO 08- 2121404-1300), 103 PERVIZ AVENUE (FOLIO 08- 2121 - 004 - 1290), AND 111 PERVIZ AVENUE (FOLIO 08- 2121 - 005-0320), FOR THE DESIGN AND CONSTRUCTION OF A NEW CITY HALL, IN AN AMOUNT NOT TO EXCEED $325,000, AS A NON - BUDGETED ITEM, PAYABLE FROM ACCOUNT NUMBER 19- 519440, SUBJECT TO AVAILABLE FUNDING; PROVIDING REVIEW OF PURCHASE AGREEMENT BY THE CM ATTORNEY; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Commission of the City of Opa -locka desires to purchase the vacant lots, located at 100, 103 and 111 Perviz Avenue, Opa- locks, Fl., for the intended purpose of the design and building of a New City Hall for the City of Opa- locks; and WHEREAS, there are three vacant Lots - Folio 08- 2121 -004 -1300 contains approximately 11,761 sq. ft., Folio 08- 2121- 0041290 contains approximately 8, 998 sq ft; and Folio 08- 2121 - 005 -0320 contains approximately 5, 853 sq. ft.; and WHEREAS, the property owner, NGE Key West, LLC has agreed to sell the three (3) properties at a total price of $325, 000; and WHEREAS, the purchase of the properties located at 100, 103 and 111 Perviz Avenue is subject to the City obtaining available funds; and WHEREAS, due to the limited number of available properties suitable for development of a new City Hall, these properties present a unique opportunity for the City; and WHEREAS, the City Commission of the City of Opa -locka desires to authorize the City Manager to purchase the three (3) parcels in an amount not to exceed $325,000, subject to available funding. Resolution No. 13 -8705 NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa -locks hereby authorizes the City Manager to purchase the three (3) properties located at 100, 103 and 111 Perviz Avenue, in an amount not to exceed $325,000, as a non - budgeted item, payable from Account Number 19- 519610, with the purchase being subject to available funding, and to review and approval of a Purchase Agreement by the City Attorney's office. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 281h day of October, 2013. UYKA TAYLOR MAYOR Attest to: ("Jllj� JoaiA a Flores Ci lerk Moved by: Seconded by: Commission Vote: Commissioner Holmes: Commissioner Johnson: Commissioner Santiago: Vice -Mayor Kelley: Mayor Taylor: as J COMMISSIONER HOLMES VICE MAYOR KELLEY 3 -2 YES NO NO YES YES and legal MARDER PA Sponsored by: City Manager RESOLUTION NO. 13 -8666 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, TO AUTHORIZE THE CITY MANAGER TO RELOCATE THE CITY SECOND AND FOURTH FLOOR ADMINISTRATIVE OFFICES FROM THE TOWN CENTER, INTO MODULAR TRAILERS AT SHERBONDY PARK; THE RELOCATION SHALL OCCUR PRIOR TO OCTOBER 1, 2013, AND SHALL NOT EXCEED A TOTAL COST OF $300,000, PAYABLE FROM ACCOUNT NUMBER 19- 51939, A NON - BUDGETED ITEM; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, as the negotiation process to purchase Town Center One has not been resolved, and the City paying is month -to -month rent not included in the FY 2012 -13 Budget, the City Commission of the City of Opa -locks has determined that the City Administrative offices should relocate to Sherbondy Park; and WHEREAS, pursuant to Resolution 13 -8655, the City Manager priced modular trailers for temporary location for the City of Opa -locks Administrative offices; and WHEREAS, the City will relocate the second and fourth floor administrative offices from the Town Center, into the modular trailers; and WHEREAS, the relocation of the City Administrative offices to the modular trailers at Sherbondy Park shall occur prior to October 1, 2013, and shall not exceed a total cost of $300,000. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Resolution No. 13 -8666 Section 2. The City Commission of the City of Opa- locks, Florida, hereby directs and authorizes the City Manager to move the City Administrative offices from the Town Center second and fourth floors, into temporary modular trailers at Sherbondy Park; the relocation shall occur prior to October 1, 2013, and shall not exceed a total cost of $300,000, payable from Account Number 19- 519390, a non - budgeted item. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 13`h day of Au t, 2013. —� Attest to: Sha'mecca Lawson Deputy Clerk A4TA�Y�LOR MAYOR Approved as to form and legal sufficiency: Moved by: VICE MAYOR KELLEY Seconded by: COMMISSIONER JOHNSON Commission Vote: 4 -1 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Santiagos: YES Vice -Mayor Kelley: YES Mayor Taylor: NO 8838276 v Sponsored by: Commissioner Holmes RESOLUTION NO. 13-8622 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, TO TERMINATE ANY FURTHER NEGOTIATIONS FOR THE PURCHASE OF THE TOWN CENTER, AT 780 FISHERMAN STREET; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Opa -locks has been in negotiation to purchase Town Center One, at 780 Fisherman Street, for a period of many months; and WHEREAS, the negotiations between the City and Town Center have been in progress for over 6 months, with no agreement reached as to a final contract or the terms and condition thereof; and WHEREAS, the City Commission of the City of Opa -locka is now instructing the negotiators to cease any further negotiation. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa- locks, instructs the negotiators to terminate any further negotiation for the purchase of Town Center. Resolution No. 13 -8622 Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 25th day of June, 2013. Attest to: Sha'mecca Lawson Deputy Clerk Moved by: Seconded by: Commission Vote: Commissioner Holmes: Commissioner Johnson: Commissioner Santiago: Vice -Mayor Kelley: Mayor Taylor: 9833547 v UYRA T LOR MAYOR form and COMMISSIONER HOLMES COMMISSIONER SANTIAGO 3 -0 YES NOT PRESENT YES NOT PRESENT YES MARDER PA sufficiency: Sponsored by: City Manager RESOLUTION NO. 13 -8548 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA, TO AUTHORIZE THE CITY MANAGER TO HIRE SUCH PROFESSIONALS AS ARE NECESSARY TO ASSIST IN THE PROPOSED PURCHASE OF TOWN CENTER I, INCLUDING ACCOUNTANTS, APPRAISERS AND INSPECTORS, AND WAIVING COMPETITIVE BIDDING PROCEDURES THEREFORE, AND RATIFYING THE RETENTION OF GREENSPOON MARDER, PA, TO PROVIDE LEGAL SERVICES IN CONNECTION WITH PROPOSED PURCHASE; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Commission of the City of Opa -locka desires to purchase the building known as Town Center I, located at 780 Fisherman Street, Opa- locka; and WHEREAS, the purchase will require the City to utilize various professionals, adept in real estate transactions, accounting, appraisal and inspection; and WHEREAS, the City is required to complete its obligations under the proposed purchase in a short time frame, making it impracticable to utilize normal competitive bidding procedures for the selection of such professionals; and WHEREAS, the City Manager has determined in writing under oath pursuant to Section 2 -320 of the City Code, that the failure to secure the necessary professional services, on an expedited basis, could result in substantial loss to the City; and WHEREAS, the City Commission agrees that the waiver of normal competitive bidding procedures is necessary to secure the required professional services, such as accountants, appraisers, and inspectors, on an expedited basis; and Resolution No. 13 -8548 WHEREAS, the City Commission of the City of Opa -locka desires to authorize the City Manager to hire such professionals as are necessary to assist in the proposed purchase of Town Center I, with all of such retentions to be presented to the City Commission; and WHEREAS, the law firm of Greenspoon Marder, PA, is the City Attorney, and has the professionals needed to assist with contractual matters and closing of the purchase of Town Center I; and WHEREAS, members of the City Commission have indicated individually to the City Manager their desire for GM to provide non - retainer legal services to the City in connection with contractual matters and the closing of the purchase of Town Center I, and the City Commission now wishes to formally ratify the retention of Greenspoon Marder, PA. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA- LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa- locks, hereby waives competitive bidding procedures for the retention of such professionals as are necessary to assist the City in matters related to the purchase of Town Center I, for the reasons set forth hereinabove, and authorizes the City Manager to hire such professionals as are necessary to assist in the proposed purchase of Town Center I, including accountants, appraisers and inspectors, with all retention to be presented to the City Commission. Section 3. The City Commission of the City of Opa -locka hereby ratifies the retention of Greenspoon Marder, PA, to provide non - retainer legal services in connection with the contractual matters and the closing of the proposed purchase of Town Center I. Resolution No. 13 -8548 Section 4. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 25h day of February, 2013 to: J¢janna Flores Cqty Clerk Moved by: Seconded by: Commission Vote: Commissioner Holmes: Commissioner Johnson: Commissioner Santiago: Vice -Mayor Kelley: Mayor Taylor: 9833547 v �1 T LOR MAYOR Approved as to form and legal sufficiency: Vice Mayor Kelley Commissioner Holmes 4 -0 YES NOT PRESENT YES YES YES