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:
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Yes
No
Ordinance Reading:
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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:
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specific objective /strategy this item will address)
Enhance Organizational 0
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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