95-21786 Reso RESOLUTION NO. 95-21786
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING
THE SALE OF APPROXIMATELY 92.46 ACRES OF LAND,
COMPRISING PART OF THAT CERTAIN CITY-OWNED
PROPERTY LOCATED IN NORTH DADE AND COMMONLY
REFERRED TO AS THE OJUS PROPERTY; AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT FOR SALE AND PURCHASE BETWEEN THE
CITY AND METROPOLITAN DADE COUNTY,FLORIDA,IN
THE AMOUNT OF $4,886,677.00, SUBJECT TO FINAL
NEGOTIATION AND REVIEW OF SAME BY THE
ADMINISTRATION AND THE CITY ATTORNEY'S OFFICE;
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE DEED AND ANY AND ALL NECESSARY
CLOSING DOCUMENTS,SUBJECT TO REVIEW OF SAME
BY THE CITY ATTORNEY'S OFFICE; AND PROVIDING
THAT ALL PROCEEDS FROM THE SALE ARE TO BE
DEDICATED TO THE CITY'S RESERVE FUND.
WHEREAS, the City is the owner of an approximately 143-acre tract of land in North Dade
which is commonly known as the Ojus Property; and
WHEREAS, the City has been negotiating with Metropolitan Dade County, Florida
(County) for the sale of approximately 92.46 acres, comprising a portion of the Ojus Property
(Property),which the County intends to use to develop a public park(s) in the North Dade area; and
WHEREAS,the parties have negiotated the attached Contract for Purchase and Sale for the
aforestated 92.46 acres, for the purchase price of$4,886,677.00; and
WHEREAS,at the request of the Mayor and City Commission, the proceeds from the sale
of the Property to the County shall be dedicated to the City's Reserve Fund, toward deficit and
reserve funding.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City
Commission herein approve the sale of approximately 92.46 acres of land, comprising part of that
certain City-owned property located in North Dade and commonly referred to as the Ojus Property;
authorize the Mayor and City Clerk to execute the attached Contract for Sale and Purchase between
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the City and Metropolitan Dade County, Florida, in the amount of$4,886,667.00, subject to final
negotiation and review of same by the Administration and the City Attorney's Office; authorize the
Mayor and City Clerk to execute the deed and any and all necessary closing documents, subject to
review of same by the City Attorney's Office; and direct all proceeds from the sale to be dedicated
to the City's Reserve Fund.
PASSED AND ADOPTED this 11th day of O .aber,i• 1995.
/ /
AEI
M*'OR
ATTEST:
CITY CL RK FORM APPROVED
L GAL E T.
C:\WPWIN60\WPDOCS\RESOLUTN\OJUSSCHL.PUR
By
Date 42,2/X-C--
CONTRACT FOR SALE AND PURCHASE
This Contract for Sale and Purchase is entered into as of the ` day of
/61 1995, by and between METROPOLITAN DADE COUNTY, a political
subdivision of the State of Florida, hereinafter referred to as "Buyer" and CITY OF MIAMI
BEACH, a Florida Municipal Corporation„ hereinafter referred to as "Seller."
WITNESSETH, that for and in consideration of the mutual covenants contained herein,
the Buyer and Seller agree as follows:
1. REALTY. Seller agrees to sell to Buyer that certain real property known as the Ojus
Property comprising approximately 92.46 acres of land, more specifically described in
Exhibit A, together with all tenements, hereditaments, privileges, servitudes,
rights-of-reverter, and other rights appurtenant thereto: all buildings, fixtures, and other
improvements thereon, if any, all fill and top soil thereon; all oil, gas and mineral rights
possessed by Seller; and all right, title and interest of Seller in and to any and all streets,
roads, highways, easements, drainage rights, or rights-of-way, appurtenant to the real
property; and all right, title and interest of Seller in and to any and all covenants, restrictions,
agreements and riparian rights benefiting the real property (all of the foregoing being referred
to as the "Property").
2. PURCHASE PRICE. Buyer agrees to pay Seller a purchase price of Four million eight
hundred and eighty-six thousand six hundred and sixty-seven dollars and no/100
($4,886,667.00) for the Property.
3. TERMS OF PAYMENT. Buyer shall pay the above-stated purchase price to Seller in three
payments, as follows: One million five hundred thousand dollars and no/100
($1,500,000.00) at time of closing; One million six hundred thousand dollars and no/100
($1,600,000.00) by March 31, 1996; and the balance of One million seven hundred and
eighty-six thousand six hundred and sixty-seven dollars and no/100 ($1,786,667.00) by June
30, 1996.
4. INTEREST CONVEYED. Seller warrants that it holds fee simple title to the Property, free
and clear of any and all encumbrances; and agrees to convey good, marketable, and insurable
fee simple title by Warranty Deed. Seller agrees to provide at closing an executed Warranty
Deed in favor of Buyer, substantially in the form attached hereto as Exhibit B.
5. PRORATIONS. Delinquent ad valorem taxes, if any shall be paid by Seller. 1995 ad
valorem and personal property taxes, assessments, utility fees, solid waste disposal fees,
improvement liens, rents, costs and revenues, if any, and any and all other proratable items
shall be prorated as of midnight on the date preceding the date of closing.
6. TITLE INSURANCE. Buyer shall at Seller's expense and within fifteen (15) business days
of the effective date of this Contract, obtain a marketable title insurance commitment and
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Buyer shall at Buyer's expense obtain an owner's marketable title insurance policy (ALTA
Form "B") from a title insurance company licensed by the State of Florida in the amount of
the purchase price. Said policy shall show a good, marketable and insurable title to the
Property in the Seller's name. In addition, the policy shall insure title to the Property for the
period between closing and recording of the warranty deed. In connection herewith, Seller
agrees to provide and pay the cost of recording of all affidavits and other documents as
required by the title insurer. Buyer shall have ten (10) business days from receipt of title
documents to inspect said title documents and report defects, if any, in writing to the Seller.
If the title search shows title to the Property to be unmarketable and uninsurable as provided
herein, the Seller shall have sixty (60) days from receipt of written notice from Buyer to cure
the designated defects. The Seller hereby agree to use reasonable diligence to cure said
defects. If Seller is unable, after reasonable diligence, to make the title good, marketable and
insurable, then this Contract shall be rendered null and void and both Buyer and Seller shall
be released of all obligations hereunder, except that Buyer may waive any defects and
proceed with closing at Buyer's option. Seller shall pay all reasonable recording fees for
corrective instruments required hereunder. Should the estimated cost to cure said title defect
exceed a sum which is equal to 1% of the purchase price as stated in paragraph 2, Seller may
elect to terminate this Contract and neither party shall have any further obligations under this
Contract.
7. SURVEY. No later than 20 days prior to the closing date, Buyer shall obtain at its sole cost
and expense, a current certified survey of the Property prepared by a professional land
surveyor licensed by the State of Florida. If the survey shows any encroachment on the
Property or that any improvements on the Property encroach on the land of others, the same
shall be regarded as a title defect unless the title insurance company is willing and able to
insure Buyer against the results therefrom. Further Seller's liability to cure any and all
encroachments shall not exceed one percent (1%) of the purchase price referenced in
Paragraph 2 herein.
8. TENANCIES. Seller warrants that there is no tenant in possession of the Property and that
there are no leases or other agreements and understandings either oral or written affecting
possession, use or occupancy of the Property. Seller represents that no person is living on or
occupying the Property and that Seller shall be responsible for evicting any and all persons
and/or personal property found on the Property prior to closing.
9. LIENS. Certified municipal and county liens, if any, shall be paid in full at or before closing
by the Seller. If a pending lien has been filed against the subject Property which has not been
certified as of the date of closing, and the work and improvements for which the lien was
filed have been completed prior to the closing, despite the fact that the pending lien has not
been certified, such lien shall be paid by the Seller.
10. LANDFILL CLOSURE. Buyer and Seller acknowledge the existence of an approximately
45-acre landfill on the Property and that they have performed environmental investigations
on the Property. Seller represents that said landfill was operated as a class III trash-only
landfill. Buyer hereby assumes legal and financial responsibility for the closure of the
above-mentioned class III landfill and any and all environmental assessments, clean-ups and
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monitoring of the class III landfill necessary to obtain full compliance with any and all
applicable federal, state and local laws, ordinances, rules, regulations or other governmental
restrictions. Buyer agrees to pursue any substantial disturbances of the landfill which are
required for the closure of the landfill in a reasonably timely manner. Buyer also recognizes
that the closure should be accomplished in a manner that does not unreasonably interfere with
the use of the adjacent parcel as a high school but only to the extent that such closure can
actually be accomplished in such manner.
11. CONDITION OF PROPERTY. Buyer may require Seller to remove illegal surficial solid
waste from the Property prior to closing. For the purpose of this paragraph, the term "solid
waste" means solid waste as defined by Section 15-1 (ss) of the Dade County Code, and
excluding from the definition all clean yard trash and litter. The Buyer shall inspect the
Property not later than 14 days before the scheduled closing for the purpose of identifying
solid waste to be removed. Seller further agrees to deliver the Property to Buyer with all
gates and temporary perimeter fencing in working condition.
12. FINAL INSPECTIONS. Buyer and Seller agree to conduct a joint final inspection of the
Property two (2) business days prior to the date of closing to verify that the stipulations of
Paragraph 11, "Condition of Property", have been satisfied. In the event the Property is not
in the stipulated condition, Seller agrees to remove any identified materials, as necessary to
comply with Paragraph 11, such activities to be accomplished within thirty (30) days after
closing In the event Seller fails to remove the identified materials, Buyer may remove such
items and deduct the cost thereof from the last payment to be paid to Seller in accordance
with paragraph 3 hereof.
13. CLOSING. The closing of this transaction shall be completed within 30 business days of
the execution of this contract unless otherwise extended, as mutually agreed upon by both
Buyer and Seller or as otherwise provided herein. The precise date, time and place of closing
shall be set by Buyer.
14. TIME. Buyer and Seller mutually agree to fully and timely execute such papers as deemed
necessary by Buyer's and Seller' attorneys to complete the conveyance in accordance with the
terms of this Contract. Time is of the essence in this Contract. The timely performance of all
obligations may be excused by an event of force majeure. For the purpose of this Contract,
"force majeure" means an event arising from a cause beyond the control of the parties which
delays or prevents the timely performance of obligation. Unanticipated or increased cost, or
unavailability of funds, are not force majeure events.
15. EXPENSES. Buyer shall be responsible for recording fees on the Warranty Deed. Seller
shall be responsible for the payment of Florida Documentary Stamp Tax and any Surtax due
on the Warranty Deed.
16. LOSS. All risk of loss to the Property shall be borne by Seller until transfer of title.
17. ACCESS. Seller represents that there is legal ingress and egress to the Property.
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18. POSSESSION. Seller shall deliver possession of the Property and keys to all locks, if any,
to the Buyer at closing.
19. DEFAULT. If Seller or Buyer defaults under this Contract, the non-defaulting party may, at
its sole option, (i) waive the default and proceed with closing; (ii) rescind this Contract; or,
(iii) enforce its right to specific performance.
20. LITIGATION. In the event of any litigation arising out of this Contract, the prevailing
party shall be entitled to recover reasonable attorney's fees and costs from the other party
upon final court judgment, including appellate proceedings.
21. DISCLOSURE. Seller represents that there are no facts known to Seller which materially
affect the value of the Property which have not been disclosed by Seller to Buyer or which
are not readily observable to Buyer. Seller shall be responsible for payment of any and all
amounts owed for labor, materials supplied, services rendered and/or any other bills or
amounts related to Seller and Seller's ownership/ and or operation of the Property prior to
Closing.
22. TRASH AND RECYCLING CENTER: Buyer will discontinue the operation of the Ives
Dairy Neighborhood Trash and Recycling Center(the Site) located at 20801 N.E. 16 Avenue,
Miami, Florida prior to closing. Buyer agrees to leave the Site clear of any and all solid
waste as defined in Chapter 15-1(ss) of the Dade County Code and shall close the site in
accordance with the requirements of the Dade County Department of Environmental
Resources Management.
23. CHILD'S WORLD. Seller acknowledges that there is ongoing litigation between Seller and
Miami Child's World concerning the Property, said litigation styled Miami Child's World,
Inc. v. City of Miami Beach and School Board, 11 th Judicial Circuit Court Case No.
91-10956 (CA 10). Seller agrees to indemnify, save and hold Buyer harmless from any and
all damages which may be awarded against Seller as a result, directly or indirectly, of said
litigation and to defend Buyer in any litigation that may arise therefrom, paying all damages
which may be awarded therein. In addition, and with regard to Miami Child's World's claims
against the City of Miami Beach only, if said litigation results in any cloud on the title to the
Property, or in transfer of the Property itself to a third party, then in that event, Seller agrees
to do whatever necessary, including litigation to remove such cloud or defeat such a transfer,
and if Seller fails to remove said cloud or defeat such a transfer, then this entire agreement is
void ab initio and of no further legal force or effect, and Seller shall reimburse Buyer for all
monies expended by Buyer in its performance of this contract.
24. RIGHT OF FIRST REFUSAL. The Seller intends to make use of the two (2) acres
described in Exhibit A as "City of Miami Beach Site"
(the Parcel) for a municipal purpose.
In the event Seller does not develop the Parcel within three (3) years of the execution of this
Contract, Seller agrees to sell to Buyer the Parcel at a price of$72,438.00 per acre and under
the same terms and conditions agreed to in this Contract; or at such time as Seller decides to
transfer. assign, sell or otherwise convey any rights to the Parcel, Seller agrees that the Buyer
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hereby has the right of first refusal to purchase the Parcel or a portion thereof, also under the
same terms and conditions agreed to in this Contract.
25. ASSIGNMENT/SUCCESSORS IN INTEREST. This Contract shall be binding on the
heirs, successors, trustees, and assigns of the respective parties hereto. Neither this Contract
nor any interest therein shall be assigned by Buyer or Seller without the express written
consent of each other.
26. NOTICE. All communications regarding this transaction shall be directed to:
as to Buyer: METROPOLITAN DADE COUNTY
Director, Office of Planning and Asset Management
General Support Services Department
111 N.W. 1 Street, Ste 2460
Miami, FL 33128
as to Seller: CITY OF MIAMI BEACH
Assistant City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
with copies to: CITY OF MIAMI BEACH
CITY ATTORNEY'S OFFICE
1700 Convention Center Drive
Miami Beach, Florida 33139
27. RIGHT TO ENTER PROPERTY. Buyer and its agents shall, upon reasonable notice,
have the right to enter the Property for all lawful purposes including securing the property
against further illegal dumping in connection with this transaction provided that Buyer shall
within and to the extent of limitations under Section 768.28, Florida Statutes indemnify and
hold Seller harmless for damage or injury caused by Buyer and its agents.
28. RECORDING. This Contract or notice thereof may be recorded by Buyer in the minutes of
the Clerk's Office of each of the parties, but shall not be recorded in the official public
records of the Clerk of the Court of Dade County, Florida.
29. ENTIRE AGREEMENT. This Contract contains the entire agreement between the parties
hereto as it pertains to the subject matter contained herein and shall supersede and take
precedence over any and all prior and contemporaneous agreements and understandings
between the parties hereto.
30. CONDITIONS. The Contract is conditioned upon approval by the Dade County Board of
County Commissioners and approval by the City of Miami Beach Commission as well as
public hearing approval pursuant to Section 33-303 of the Code of Metropolitan Dade
County.
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IN WITNESS WHEREOF,the Buyer and Seller have duly executed this Contract as of
the cla #d"yea'above written.
'.'` 4
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c0ow
COUNTY Z : BUYER:
BST p, 01' Sao•�.•
METROPOLITAN DADE COUNTY, a
HARY"R'1'JVIN, CLERK politijdaRE.
'vision of the State of Florida
B /7
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Dep Jerk
County Manager
Date:
(OFFICIAL SEAL)
ATTEST: SELLER:
CITY OF IAMI BEACL. a Florida
Munici p Corporation
• J _.,.. a .4dbO
By:
By' i ae
N
City Clerk S, • Gel ber
M. or .
Date: tt — l — 1 5
The foregoing was accepted and approved on the 3 day off. , 19 , by
g g
Resolution No. ( t4D. `4 S of the Board of County Commissioners of Dade County, Florida.
FORM APPROVED
LEGAL D PT
By 0
Date /0/) c
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EXHIBIT A
Legal Description
The East one-half of the Northeast one quarter of Section 32,Township 51 South, Range 42 East, Dade
County, Florida, less the right-of-way of Seaboard Air Line Railroad paralleling the East boundary line
thereof; also less the Southwest quarter of the Southeast quarter of the Northeast quarter. of said Section
32;
Together with:
The West one-half of the Northeast quarter of Section 32,Township 51 South, Range 42 East, Dade
County,Florida, less that portion of the Westerly thirty-five(35)feet of the Northeast quarter of said
Section 32 approximately three-hundred ten(310)feet in length, lying between the Northerly line of the
said Section 32 and the Easterly extension of the Northerly line of Northeast 214th Street, as said street is
shown on the plat of Ives Estates Section 4, recorded in Plat Book 60 at page 79 of the Public Records of
Dade County Florida;
LESS
A parcel of land being a portion of the West 1/2 of the Northwest 1/4 of Section 32,Township 51 South,
Range 42 East, lying in Dade County, Florida and being more particularly described as follows:
Begin at the Southwest corner of said West 1/2 of the Northeast 1/4 of Section 32; thence N88 44101"E
along the Southerly line of said West 1/2 of the Northeast 1/4 of Section 32 for a distance of 1340.37 feet
to the Southeast corner of said West 1/2 of the Northeast 1/4 of Section 32; thence NO2 06'05"W along
the Easterly line of said West 1/2 of the Northeast 1/4 of Section 32 for a distance of 847.01 feet; thence
S88 34'39"W for a distance of 513.77 feet; thence N36 55'21"W a distance of 272.71 feet to a point
674.03 feet Easterly of, as measured at right angles to and parallel with the Westerly line of said West
1/2 of the Northeast 1/4 of Section 32; thence NO2 17'O1"W along a line 674.03 feet Easterly of, as
measured at right angles to and parallel with the Westerly line of said West 1/2 of the Northeast 1/4 of
said Section 32 for a distance of 1610.55 feet to a point of intersection with the dividing line between
Dade and Broward Counties and the Northerly line of the Northeast 1/4 of said Section 32; thence
S88 06'42"W along said Northerly line of the Northeast 1/4 of Section 32 for a distance of 639.14 feet to
a point of intersection with the Easterly right of way line of Northeast 14th Avenue, said Easterly right of
way line being 35.00 feet Easterly of,as measured at right angles to and parallel with the Westerly line
of said west 1/2 of the Northeast 1/4 of Section 32; thence SO2 17'01"E along said Easterly right of way
line for a distance of 310.41 feet to a point; thence S8823'31"W for a distance of 35.00 feet to a point of
intersection with said Westerly line of the West 1/2 of the Northeast 1/4 of Section 32; thence
SO2 17'O1"E along said Westerly line of the West 1/2 of the Northeast 1/4 of Section 32 for a distance of
2360.26 feet to the point of beginning. Said parcel contains 94.46 acres, more or less.
LESS
"City of Miami Beach Site"
A two-acre parcel of land mutually acceptable to Seller and Buyer and to be confirmed by Survey prior
to closing.
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WARRANTY DEED
THIS DEED,made this day of , 19_,by and between CITY OF MIAMI
BEACH,a Florida Municipal Corporation,party of the first part,whose address is 1700 Convention
Center Drive, Miami Beach, Florida 33139 and DADE COUNTY, FLORIDA, a Political
Subdivision of the State of Florida, party of the second part, whose address is 111 N.W. 1st Street,
Miami, Florida, 33128-1963.
WITNESSETH:
THAT the said party of the first part, for and in consideration of the sum of Ten Dollars
($10.00)to it in hand paid by the party of the second part,receipt whereof is hereby acknowledged,
has granted,bargained and sold to the said second party, its heirs and assigns forever, all the right,
title, interest,claim and demand which the said first party has in and to the following described land
lying and being in Dade County, Florida:
See Exhibit A
and the said party of the first part does hereby fully warrant the title to said land,and will defend the
same against the lawful claims of all persons whomsoever.
IN WITNESS WHEREOF,the said party of the first part, has hereunto set its hand
and seal the day and year first above written.
(OFFICIAL SEAL)
ATTEST: CITY F MIAMI BE H,a Fl rida
Mu ' ' al Corporation
By: /
City Cler yor Seymour Gelber
Da : 11 /3��yi