HomeMy WebLinkAboutR-99-0426N
J-99-555
6/22/99
RESOLUTION NO. 9 9- 426
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE AN OPTION AGREEMENT FOR
PURCHASE AND SALE ("OPTION AGREEMENT"), IN
SUBSTANTIALLY THE ATTACHED FORM, TO PROVIDE
FOR CONVEYANCE TO THE CITY OF MIAMI OF
APPROXIMATELY 1.1 ACRES OF REAL PROPERTY
KNOWN AS THE SPRING GARDEN POINT PARK,
LOCATED AT THE CONFLUENCE OF THE MIAMI RIVER
AND THE SEYBOLD CANAL, AS MORE PARTICULARLY
DESCRIBED IN SAID OPTION AGREEMENT; AMENDING
RESOLUTION NO. 98-389 TO ELIMINATE THE
REQUIREMENT OF AN INTERLOCAL AGREEMENT
BETWEEN THE CITY OF MIAMI, MIAMI-DADE COUNTY
AND THE SPRING GARDEN CIVIC ASSOCIATION
("ASSOCIATION") AS PROVIDED THEREIN;
AUTHORIZING THE CITY MANAGER TO EXECUTE A
MANAGEMENT AGREEMENT, IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI
AND THE ASSOCIATION TO ESTABLISH THE
MANAGEMENT RESPONSIBILITIES OF THE PROPERTY;
FURTHER AUTHORIZING THE CITY MANAGER EXECUTE
ALL NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE
TO THE CITY ATTORNEY, FOR SAID PURPOSE.
WHEREAS, the Spring Garden Civic Association (the
"Association"), a 30-year old neighborhood association, is
actively working with the Trust for Public Land, a national non-
profit conservation organization, to preserve a vacant property
located at the confluence of the Miami River and the Seybold
Canal in Spring Garden (the "Property") for passive park and
CM COSION
IMETINC Or
J U N 2 2 1999
Resolution No.
_��99- 426
greenspace use; and
WHEREAS, on April 14, 1998, the City Commission adopted
Resolution No. 98-389 authorizing the City Manager to submit an
application, in joint co-sponsorship with Miami -Dade County (the
"County") to the Florida Communities Trust (the "FCT"), for grant
funding in the estimated amount of $300,000 for the purchase of
the Property; and
WHEREAS, the County shall allocate Challenge Grant funds
from the Safe Neighborhood Parks Bond as matching funds for the
purchase of the Property; and
WHEREAS, said Resolution No. 98-389 intended for the County,
as the co-sponsor on the application, to take ownership of the
Property until such time as a long-range management plan and
interlocal agreement could be executed between the City, County
and the Association to determine ownership and operational
responsibilities; and
WHEREAS, pursuant to the Comprehensive Master Plan, the
County cannot spend funds on local parks, and it would not be
appropriate therefore, for the County to take title to the
Property when it cannot expend funds for maintenance of same; and
WHEREAS, the City Commission finds it in the best interest
of the City to proceed in acquiring the Property by having title
conveyed directly to the City subject to the City Manager
reviewing and approving the Management Plan to be approved by the
Public Land Trust; and
WHEREAS, said conveyance shall further be subject to the
City entering into a long-range management agreement with the
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99- 426
Association to establish ownership and operational
responsibilities for the Property;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorized!' to
execute an Option Agreement for Sale and Purchase, in
substantially the attached form, to provide for conveyance to the
City of Miami of approximately 1.1 acres of real property known
as the Spring Garden Point Park (the "Property"), located at the
confluence of the Miami River and the Seybold Canal, as more
particularly described in the Option Agreement for Sale and
Purchase.
Section 3. Resolution No. 98-389 is hereby amended to
eliminate the requirement of an interlocal agreement between the
City of Miami, Miami -Dade County and the Spring Garden Civic
Association.
Section 4. The City Manager is hereby authorizedZl to
execute a management agreement, in a form acceptable to the City
Attorney, between the City and the Association to establish the
1/ The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable City Charter and Code
provisions.
2i Ibid .
i
- 3 - 99- 426
management responsibilities for the Property, and to execute all
necessary documents, in a form acceptable to the City Attorney,
for said purpose.
Section 5. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor Y
PASSED AND ADOPTED this 22nd day of June , 1999.
In accordance with Miami Code Sec. 2-3s, since the
this legislation by signing it in the designated pla
becomes effective with the elapse of ten 00) , fr
regarding same, without the Mayor exprcis1170 a vj�
ATTEST:
WALTER J. FOEMAN
CITY CLERK
JOE CAROLLO, MAYOR
7Qthda+
r did not indlca'e appinIml of
ovid said legisl t;or. no��
of cnom acicn
n, City Clerk
'-� If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
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99- 426
FCT Projcct# : 98=028-P8A FCT Contract 4:
FCT Project: Spring Garden Point on the Miami River Property Tax I.D.#:
OPTION AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this day of , 1999, between THE TRUST FOR
PUBLIC LAND , a California Non -Profit Corporation, whose address is 306 North Monroe Street,
Tallahassee, Florida 32301, as "Seiler", and the FLORIDA COMMUNITIES TRUST, a nonregulatory
agency within the Department of Community Affairs, ("Acquiring Agency") whose address is 2555
Shumard Oak Boulevard, Tallahassee, Florida 32399, and the CITY OF MIAMI, a municipality within
Dade County, Florida, ("CITY'), whose address is 444 SW 2nd Avenue, Miami, Florida 33128 and
MIANH-DADE COUNTY, a political subdivision within the State of Florida ( "COUNTY'), whose
address is I I I NW 1" Street, Miami, Florida 33128. County and City will be collectively referred to as
"Local Government". Acquiring Agency and Local Government will be collectively referred to as
"Purchaser".
1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real
property located in Dade County, Florida, described in Exhibit "A", together with all improvements,
easements and appurtenances ("Property"), in accordance with the provisions of this Agreement. This
Option Agreement becomes legally binding upon execution by the parties but exercise of the option is
subject to approval by Purchaser and is effective only if Acquiring Agency and Local Government give
written notice of exercise to Seller.
2. OPTION TERMS. The option payment is $100.00 ("Option Payment"). The Option Payment, in
the form of a state warrant, will be forwarded to Seller upon its receipt by Acquiring Agency from the
Comptroller of the State of Florida. The option may be exercised during the period beginning with the
Purchaser's approval of this Agreement and the Acquiring Agency's governing body granting project plan
approval in accordance with Rule 9K4.011, Florida Administrative Code, and ending on August 31, 1999,
("Option Expiration Date"), unless extended by other provisions of this Agreement. In the event Acquiring
Agency's Purchase Price (as hereinafter defined in paragraph 3.A) or Local Government's Purchase Price
(as hereinafter defined in paragraph 3.A) are not available by the Option Expiration Date the period of
exercise of the option may be extended until such funds become available, not to exceed 60 days after the
Option Expiration Date, by written notice to Seller.
3.A. TOTAL PURCHASE PRICE. The total purchase price ("Total Purchase Price") for the Property
is FIVE HUNDRED FIFTY THOUSAND and no/100 Dollars ($550,000.00) which, after reduction by
the amount of the Option Payment, will be paid by Acquiring Agency and Local Government at closing to
Seller or Seller's designated agent who meets the requirements of Section 253.025, Florida Statutes, in the
manner set forth herein. This Total Purchase Price presumes that the Property contains at least 1.14 total
acres of uplands, to be confirmed by the Survey, as provided in paragraph 5. The Total Purchase Price
shall be paid to Seller as follows: Acquiring Agency shall pay the lesser of $275,00.00 or 50% of the final
adjusted Total Purchase Price for the Property as determined in accordance with paragraph 3.B.
("Acquiring Agency's Purchase Price"), which after reduction by Acquiring Agency of the Option Payment,
will be paid to Seller by state warrant at closing; and Local Government shall pay the lesser of
$275,000.00 or 50% of the final adjusted Total Purchase Price for the Property as determined in
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98-028-P8A
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accordance with paragraph 3M. ("Local Government's Purchase Price"), will -be paid to Seller by Local
Government check at closing. The Total Purchase Price is subject to adjustment in accordance with
paragraph 3.13. The determination of the final Total Purchase Price can only be made after the completion
and approval of the survey required in paragraph S. This Agreement is contingent upon approval of Total
Purchase Price, Acquiring Agency's Purchase Price, and Local Government's Purchase Price by Purchaser
and upon confirmation that the Total Purchase Price is not in excess of the final maximum approved
purchase price of the Property as determined in accordance with Rule 9K-6.007, Florida Administrative
Code ("Maximum Approved Purchase Price").
This Agreement is also contingent upon Local Government's funds for closing being available at closing
and upon Local Government giving written notice to Acquiring Agency, prior to the exercise of the option,
that these funds are available to close hi accordance with this Agreement. If such notification is not
accomplished, Acquiring Agency ma3 in its sole discretion declare this Agreement void and of no further
force and effect as of that date. Local Government's funds are the sole responsibility of Local
Government. Seller shall have no recourse whatsoever, at law or equity, against Acquiring Agency or the
Property as a result of any matter arising at any time whether before or after fee simple title is conveyed to
Local Government, relating to Local Government's funds, Acquiring Agency shall have no obligation under
this Agreement to provide any portion of Local Government's funds. Acquiring Agency's funds necessary
to close are the sole responsibility of Acquiring Agency. Seller shall have no recourse whatsoever, at law
or equity, against Local Government or the Property as a result of any matter arising at any time, whether
before or after fee simple title is conveyed to Local Government, relating to Acquiring Agency's funds.
Loral Government shall have no obligation under this Agreement to provide any portion of Acquiring
Agency's funds. Should Local Government's funds or Acquiring Agency's funds not be available for any
reason, Purchaser or Seller may elect to terminate this Agreement by written notice to the parties without
liability to any party, r
Acquiring Agency and Local Government agree that the City shall take fee simple title to all of the Property
at the closing notwithstanding that Acquiring Agency and Local Government are required to pay all of the
Total Purchase Price in the manner set forth in this Agreement. Conveyance of the Property in fee simple
from Seller to City will take place at the closing, in exchange for the payments to be made by Acquiring
Agency and Local Government to Seder at closing as set forth above in this paragraph 3.A.
3.B. ADJUSTMENT OF TOTAL PURCHASE PRICE. If, prior to closing, Acquiring Agency
determines that the Total Purchase Price stated in paragraph 3.A. exceeds the final Maximum Approved
Purchase Price of the Property, the Total Purchase Price will be reduced to the final Maximum Approved
Purchase Price of the Property. Upon determination of the final adjusted Total Purchase Price, Acquiring
Agency's Purchase Price and Local Government's Purchase Price will be determined and adjusted in
accordance with paragraph 3.A. If the final adjusted Total Purchase Price is less than 99% of the Total
Purchase Price stated in paragraph 3.A. because of a reduction in the Maximum Approved Purchase Price
of the Property, Seller shall, in his sole discretion, have the right to terminate this Agreement and neither
panty shall have any further obligations under this Agreement. If Seller elects to terminate this Agreement,
Seller shall provide written notice to Acquiring Agency and Local Government of his election to terminate
this Agreement within 10 days after Seller's receipt of written notice from Acquiring Agency of the final
adjusted Total Purchase Price. In the event Seller fails to give Acquiring Agency and Local Government a
written notice of termination within the aforesaid time period from receipt of Acquiring Agency's written
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98-028-P8A
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notice, then Seller shall be deemed to have waived any right to terminate this Agreement based upon a
reduction in the Total Purchase Price stated in paragraph 3.A.
4.A. ENVIRQNMENTAL SITE ASSESSMENT. County, prior to the exercise of the option and at its
sole cost and expense, shall conduct an environmental site assessment of the Property to determine the
existence and extent, if any, of any Hazardous Materials on the Property. For purposes of this Agreement
"Hazardous Materials" shall mean ary hazardous or toxic substance, material or waste of any kind or any
other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4.B.).
4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in
paragraph 4.A. confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole
option, may elect to terminate this Agreement and neither party shall have any further obligations under this
Agreement. Should Purchaser elect not to temiinate this Agreement, Seller shall, at his sole cost and
expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any
assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance
with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other
governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning
Hazardous Materials ("Environmental Law"). However, should the estimated cost of clean up of
Hazardous Materials exceed a sum which is equal to 1% of the Total Purchase Price as stated in paragraph
3.A., Seller may elect to terminate this Agreement and no party shall have any further obligations under
this Agreement. In the event that Hazardous Materials placed on the Property prior to closing are
discovered after closing, Seller shall remain obligated hereunder, with such obligation to survive the closing
and delivery and recording of the deed described in paragraph 8. of this Agreement and Purchaser's
possession of the Property, to diligently pursue and accomplish the clean up of Hazardous Materials in a
manner consistent with all applicable Environmental Laws and at Seller's sole cost and expense.
5. S . Seller shall, at his sole cost and expense and not less than 35 days prior to the Option
Expiration Date, deliver to Local Government and Acquiring Agency a current boundary survey of the
Property prepared by a professional Iand surveyor licensed by the State of Florida which meets the
standards and requirements of Acquiring Agency ("Survey"). It is Seller's responsibility to ensure that the
surveyor contacts the Acquiring Agency regarding these standards and requirements prior to the
commencement of the Survey. The Survey shall be certified to Purchaser and the title insurer and the date
of certification shall be within 90 days before the date of closing, unless this 90 day time period is waived
by Purchaser and by the title insurer for purposes of deleting the standard exceptions for survey matters
and easements or claims of easements not shown by the public records from the owner's title policy. If the
Survey shows any encroachment on the Property or that improvements intended to be located on the
Property encroach on the land of others, the same shall be treated as a title defect.
6. TITLE INSURANCE. County shall, at its sole cost and expense and at least 35 days prior to the
Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by
an owner's marketable title insurance, policy (ALTA Form "B") from a title insurance company, approved
by Acquiring Agency, insuring marketable title to the Property in the amount of the Purchase Price. Seller
shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b)
unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims
of easements, and (e) unrecorded mechanics' liens.
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I
7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser
pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall,
within 90 days after notice from Purchaser, remove said defects in title. Seller agrees to use diligent effort
to correct the defects in title within the time provided therefor, including the bringing of necessary suits. If
Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent effort
to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then is with no
reduction in the Total Purchase Price, or (b) terminate this Agreement, thereupon releasing Purchaser and
Seller from all further obligations under this Agreement.
8. IMREST CONVEYED. At closing, Seller shall execute and deliver to City a statutory
warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to the
Property in fee simple free and clear of all liens, reservations, restrictions, easements, leases, tenancies and
other encumbrances, except for those that are acceptable encumbrances in the opinion of Purchaser or are
permitted exceptions. The grantee in Seller's Warranty Deed shall be the CITY OF MIANII.
9. PREPARATION OFOSTIG UOCIM=S. Upon execution of this Agreement, Seller shall
submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure
statement as required by Sections 286.23, and 380.08(2), Florida Statutes. Seller shall prepare the deed
described in paragraph 8. of this Agreement, Seller's closing statement and the title, possession and lien
affidavit certified to Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes, and
an environmental affidavit on Acquiring Agency forms provided by Acquiring Agency. Acquiring Agency
shall prepare Purchaser's closing statement. All prepared documents shall be submitted to Local
Government and Acquiring Agency for review and approval at least 30 days prior to the Option Expiration
Date.
10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to
be provided by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required
items. Seller will have 30 days thereafter to cure and resubmit any rejected item to Purchaser. In the event
Seller fails to timely deliver any item, or Purchaser rejects any item after delivery, Purchaser may in its
discretion extend the Option Expiration Date.
11. EXPENSES. Seller will pay the documentary revenue stamp tax, if any, and all other taxes or
costs associated with the conveyance, including the cost of recording the deed described in paragraph 8. of
this Agreement and any other recordable 4mtru rents which Purchaser deems necessary to assure good and
marketable title to the Property.
12. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may
become a lien against the Property shall be satisfied of record by Seller at closing. In the event the City
acquires fee title to the Property between January I and November 1, Seller shall, in accordance with
Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the
current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the
Property. In the event the City acquires fee title to the Property on or after November 1, Seller shall pay to
the county tax collector an amount equal to the takes that are determined to be legally due and payable by
the county tax collector.
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13. CLOSING PLACE AND DAIE. The closing shall be on or before 15 days after Purchaser
exercises the option; provided, however, that if a defect exists in the title to the Property, title commitment,
Survey, environmental site assessment, or any other documents required to be provided or completed and
executed by Seller, the closing shall occur either on the original closing date or within 60 days after receipt
of documentation curing the defects, whichever is later. The date, time and place of closing shall be set by
Purchaser.
14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of loss or
damage to the Property prior to the date of closing and warrants that the Property shall be transferred and
conveyed to the City in the same or essentially the same condition as of the date of Seller's execution of this
Agreement, ordinary wear and tear excepted. However, in the event the condition of the Property is altered
by an act of God or other natural force beyond the control of Seller, Purchaser may elect, at its sole option,
to terminate this Agreement and neither party shall have any further obligations under this Agreement.
Seller represents and warrants that there are no parties other than Seller in occupancy or possession of any
part of the Property. Seller agrees to clean up and remove all abandoned personal property, refuse,
garbage, junk, rubbish, trash and debris from the Property to the satisfaction of Local Government prior to
the exercise of the option by Purchaser.
15. BIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this
Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to
enter the Property for all lawful purposes in connection with the this Agreement. Seller shall deliver
possession of the Property to the City at closing.
16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads
or valid, recorded easements that benefit the Property.
17. DEFAiJLT. If Seller defaults under this Agreement, Purchaser may waive the default and proceed
to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid,
each without waiving any action for damages, or any other remedy permitted by law or in equity resulting
from Seller's default.
18. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to a
real estate commission or other fees as a result of this Agreement or subsequent closing, except as
accurately disclosed on the disclosure statement required in paragraph 9. Seller shall indemnify and hold
Purchaser harmless from any and all such claims, whether disclosed or undisclosed.
19. RECORDING. This Agreement, or notice of it, may be recorded by Purchaser in the appropriate
county or counties.
20. ASSIGNMENT. This Agreement may be assigned by Purchaser to a governmental agency or to
an entity exempt from federal income tax pursuant to section 50 1 (c)(3)(IRC), in which event Purchaser will
provide written notice of assignment to Seller. This Agreement may not be assigned by Seiler without the
prior written consent of Purchaser.
21. Time is of essence with regard to all dates or times set forth in this Agreement.
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22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be
unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected.
23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's heirs, legal
representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement
and Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by
it. Whenever used, the singular shall include the plural and one gender shall include all genders.
24. Eh=AGREE . This Agreement contains the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement, modification or amendment to this
Agreement shall be binding unless executed in writing by the parties.
25. WAM . Failure of Purchaser to insist upon strict performance of any covenant or condition of
this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or right; but the same shall remain in full
force and effect.
26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration
thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of
the parties hereto.
27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part
of this Agreement.
28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be
given by written notice, and either delivered personally or mailed to the appropriate address indicated on the
first page of this Agreement, or such other address as is designated in writing by a party to this Agreement.
29. SUR AL. The covenants, warranties, representations, indemnities and undertakings of Seller
set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in
paragraph 8. of this Agreement and Local Government's possession of the Property.
THIS AGREEMENT IS IIJITIALLY TRANSMITTED TO THE SELLER AS AN OFFER IF THIS
AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE MAY 28, 1999, THIS
OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO
ACCEPT THIS OFFER. THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1) APPROVAL OF
THIS AGREEMENT, TOTAL PURCHASE PRICE, ACQUIRING AGENCY'S PURCHASE PRICE,
AND LOCAL GOVERNMENTS PURCHASE PRICE BY PURCHASER, (2) ACQUIRING
AGENCY'S GOVERNING BODY GRANTING PROJECT PLAN APPROVAL IN ACCORDANCE
WITH RULE 9K-4.011, FLORIDA ADMINISTRATIVE CODE, (3) CONFIRMATION THAT THE
TOTAL PURCHASE PRICE IS NOT IN EXCESS OF THE FINAL MAXIMUM APPROVED
PURCHASE PRICE OF THE PROPERTY, AND (4) LOCAL GOVERNMENT AND ACQUIRING
AGENCY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY SELLER.
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THE ACQUIRING AGENCY'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS
CONTRACT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLATURE.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
(CORPORATE SEAL)
Witness as to Local Government
Witness as to Local Government
(OFFICIAL SEAL)
Approved as to Form and Legality
By:
Print Name:
Date:
June 1, 1999
98-028-PSA
SELLER
THE pUST FOR PUBLIC LAND, a
Calif, co a 'on
By:
_;�
W. DaVAllen, its Vice President and
Regional Director
F.E.I.D. No. (�, 3 ad;? 33 3
b-l-g7
Date signed by Seller
PURCHASER
LOCAL GOVERNMENT
CITY OF MIAMI
By:
Print Name:
Its:
Attest:
(Clerk or Deputy Clerk)
Date signed by Local Government
PURCHASER
LOCAL GOVERNMENT
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99- 426
Witness as to Local Government
Witness as to Local Government
(OFFICIAL SEAL)
Approved as to Form and Legality
By:
Print Name:
Date:
Witness as to Acquiring Agency
Witness as to Acquiring Agency
Approved as to Form and Legality
By:
Ann J. Wild, Trust Counsel
Date:
June 1, 1999
98-028-PSA
-8-
MIAMI-DADS COUNTY
By:
Print Name: _
Its:
Attest:__
(Clerk or Deputy Clerk)
Date signed by Local Government
PURCHASER
ACQUIRING AGENCY
FLORiDA COMMUNITIES TRUST
By:
Steven M. Seibert, Chair
Date signed by Acquiring Agency
99-- 426
STATE OF FLORIDA )
COUNTY OF LEON )
The foregoing instrument was acknowledged before me this I day o 1999,
by W. Dale Allen, as Vice President and Regional Director of The Trust for PublA Land, a California
non-profit corporation , who is personally known to me or who has produced a driver's license issued
within the last five years as identification.
(NOTARY PUBLIC �W Q • ajvo
%1 )
SEAL Notary Public
UWA a VWMM (Printed, Typed or Stamped Name of
• My CM&IM / CCWM MIRES Notary Sq*MW 24' 2oAo Commission No.:
eaeee nnu ra+� ►�w wt�ca �.
My Commission Expires:
STATE OF FLORIDA )
COUNTY OF )
The foregoing instrument was acknowledged before me this.
by as _
of the City. He is personally known to me.
(NOTARY PUBLIC)
SEAL
June 1, 1999
98-028—P8A
Notary Public
day of . 1999,
of the CITY OF AUANII on behalf
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
—9-
99- 426
STATE OF FLORIDA
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 1999,
by as of MIAMI-DARE COUNTY on
behalf of the County. He is personally known to me.
(NOTARY PUBLIC)
SEAL
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
STATE OF FLORIDA )
COUNTY OF LEON )
The foregoing instrument was acknowledged before me this day of
1999, by Steven M. Seibert as Clair of the Florida Communities Trust, on behalf of the Acquiring
Agency.,He is personally known to me.
(NOTARY PUBLIC)
SEAL
June 1, 1999
98-028-P8A
Notary Public
(Printed, Typed or Stamped Name of
Notary Public)
Commission No.:
My Commission Expires:
-10-
99- 426
EXHIBIT "A"
Legsl Description
Lot 18, Block 12, Spring Garden, according to the Plat thereof as recorded in Plat Book S at page 38 of the
Public Records of Dade County, Florida, together with all riparian and littoral rights appurtenant thereto.
June 1, 1999
98-028-P8A
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ADDENDUM
BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT
(OTHER) -
STATE OF FLORIDA)
COUNTY OF LEON)
Before me, the undersigned authority, personally appeared W. Dale Allen ("affiant"), this Zday of June, 1999, who,
first being duly sworn, deposes and says:
1) That The Trust for Public Land whosz address is 306 North Monroe Street, Tallahassee, Florida 32301, is the holder of
an irrevocable option to purchase, and at closing will be the record owner of 100% interest in the Property. The following is a list o
every "person" (as defined in Section 1.01(3), Florida Statutes) holding 5% or more of the beneficial interest in the Property:
(if more space is needed, attach separate sheet)
Name Addrm Inters
The Trust for Public Land is a not for profit corporation, therefore it has no shareholders or individuals with any beneficial interest
in the real property listed in Exhibit A.
The Trust for Public Land, authorized to transact business in the State of Florida, is a charitable nonprofit California corporation
exempt from Federal taxation under Section 501(c) (3) of the Internal Revenue Code organized for the purpose of preserving and
protecting natural diversity. None of the members of its Board of Directors or Officers will personally receive any monetary
compensation from nor hold a beneficial interest related to this transaction.
2) That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate transaction or who
have received or will receive *pal estate com_misc_ioaS, attorn s or consultant's fees or arty other fees or other ben fi s prior to the(
We of the Property to the City of Miami:
A. R. Toussaint &
Associates, Inc.
Burton & Lee, P.A.
�P-M
620 N.E. 126h St.
North Miami, F133161
11955 W. Dixie Hwy
Miami, Florida
Surveyor $3,300.00
Title Insurance $2,825.00
3) That, to the best of the affiant's knowledge, the following is a true history of all financial transactions (including any
existing option or purchase agreement in favor of affiant) concerning the Property which have taken place or will take place during
the last five years prior to the conveyance of title to the State of Florida:
Name and Address Type of Amount of
of j!arties Involved jig Transaction Transaction
Robert Dale Hewes and March 23, 1998 Option Agreement Final Purchase Price between Public
Constance Melodic -Hewes Agency
4911 N.W. 47°i Ave.
Tamarac, Florida 33319
June 1, 1999
98-028—P8A
—12-
99- 426
to
The Trust for Public Land
306 North Monroe Street ,
Tallahassee, Florida 32301
This affidavit is given in compliance with the provisions of Sections 286.23, and 380.08(2), Florida Statutes.
AND FORTHER AFFIANT SAYEM NOT.
ir"Z� zz��*
W. l?al r. Allen, Vice President
SWORN TO and subscribed before me this 10(lday of June, 1999 by W. Paje All Vi President and Regional Director of The
Trust for Public Land, who is personally known to me. .
Notary Pub
Cho
�
N
`. W COMMOMOV1011 DLPIF�ESSOPMMbW24.2000,eoicayn�urnxr�w�mtwwa,ra
FLORIDA CON04UNITIES TRUST
APPROVED AS TO FORM AND LEGALITY
By:
Ann J. wild, Trust Counsel
Date:
Juno 1, 1999
98-028-P8A
(Printed, Typed or Stamped Name of Notary)
Commission No.:
My Commission Expires:
-13-
99- 426
ADDENDUM
(CORPORATE/NON-FLORIDA)
A. At the same time that Seller submits the closing documents required by paragraph 9. of this Agreement, Seller 'a._.
also submit the following to Purchaser:
1. Corporate resolution which authorizes the sale of the Property to Purchaser in accordance with the provision;
of this Agreement and a certificate of incumbency,
2. Certificates of good standing from the Secretary of State of the State of Florida and the Secretary of State of
the State of California, and
3. Copy of proposed opinion of counsel as required by paragraph B. below.
B. As a material inducement to Purchaser entering into this Agreement and to consummate the transaction
contemplated herein, Seller covenants, represents and warrants to Purchaser as follows:
1. The execution of this Agreement and the performance by it of the various terms and conditions hereof
including, without limitation, the execution of all agreements, notices and other documents hereunder, have been
duly authorized by the requisite corporate authority of Seller.
2. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of
California and is duly licensed and in good standing and qualified to own real property in the State of Florida.
3. This Agreement, when executed and delivered, will be valid and legally binding upon Seller and enforceable in
accordance with its terms and neither the execution of this Agreement and the other instruments to be executed
hereunder by Seller, nor the performance by it of the various terms and conditions hereto will violate the Articles of
Incorporation or By -Laws of Seller.
At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants, representations and
warranties contained above in this paragraph B. are true and correct as of the closing date. In rendering the foregoing 1
opinion, such counsel may rely as to factual matters upon certificates of other documents furnished by partners, officers,
officials and other counsel of Seller, and upon such other documents and data as such partners, officers, officials and
counsel may deem appropriate.
Witness to Seller
Witness as to Selle
June 1, 1999
98-028-P8A
SELLER
THE UST FOR PUBLIC LAND,
a Cali - r C 000 tion
-WVBy:
W. Dale Allen, its Vice President and
Regional Director
�3 ')�� 333
F.E.I.D. No.
Date signed by Seller
—14-
99-- 426
Witness as to Local Government
Witness as to Local Government
Approved as to Form and Legality
By:
Date:
Witness as to Local Government
Witness as to Local Government
Approved as to Form and Legality
By:
Date:
,Tune 1, 1999
98-028-PBA
LOCAL GOVERNMENT
CITY OF MIAMI
By:
Its: —
Attest:
(Clerk or Deputy Cleric)
(OFFICIAL SEAL)
Date signed by Local Government
LOCAL GOVERNMENT
MiAMI-DARE COUNTY
By: -
Its:
Attest:
(Clerk or Deputy Clerk)
(OFFICIAL SEAL)
Date signed by Loral Government
-is-
99-- 426
Witness as to Acquiring Agency
Witness as to Acquiring Agency
Approved as to Form and Legality
By:
Date:
NONFLCORP.ADD
REV.2/94
June 1, 1999
98-028-P8A
ACQUIRING AGENCY
FLORIDA COMMUNITIES TRUST
By:
Steven M. Seibert, Chair
-16-
Date signed by Acquiring Agency
99- 426
M
ADDENDUM
CONDITION6 PRECEDENT TO CITY OF MIAMI FAKING TITLE
THIS ADDENDUM is made this — day of _ , 1999, and is incorporated into and
made a part of that certain Option Agreement for Purchase and Sale among The Trust for Public
Land, a California Non -Profit Corporation ("Seller"), and the Florida Communities Trust, a
nonregulatory agency within the Department of Community Affairs ("Acquiring Agency"), and
the City of Miami, a municipality within Dade County, Florida ("City") and Miami -Dade
County, a political subdivision within the State of Florida ("County") (the "Option Agreement").
1. CONDITIONS TO CITY OF MIAMI TAKING TITLE TO PROPERTY:
Notwithstanding anything in the Option Agreement to the contrary, the City shall
take title to the Property at Closing only after the following conditions precedent
have been complied with:
a) The City Manager of. the City shall review and approve the Management Plan
approved by the Acquiring Agency, in substantially the form attached hereto as
Exhibit A, which approval shall not be unreasonably withheld;
b) The City and Spring Garden Civic Association shall execute a long range
management agreement to establish management responsibilities for the
Property.
In the event the above conditions precedent are not satisfied prior to closing, and
the City Commission has not waived the aforementioned requirements, then the
Option Agreement shall be automatically canceled and the parties shall be released
from any and all rights and obligations hereunder.
2. CITY'S RIGHT TO TERMINATE IN EVENT OF PRESENCE OF
HAZARDOUS MATERIALS:
Notwithstanding Purchaser's rights as set forth in paragraph 4B, in the event the
environmental site assessment provided for in paragraph 4A confirms the presence
of Hazardous Materials on the Property, City, at its sole option, may elect to
terminate the Option Agreement and the parties shall be released from any and all
rights and obligations hereunder.
3. TITLE INSURANCE CERTIFIED TO CITY:
The marketable title insurance commitment as provided for in paragraph b shall be
certified to the City.
4. APPROVAL BY THE OVERSIGHT BOARD:
The State of Florida has appointed an Emergency Financial Oversight Board (the
"Oversight Board") which is empowered to review and approve all pending City of
Miami contracts. As a result, contracts shall not be binding on the City until such time as
they have been approved by the Oversight Board. Attestation of this Agreement by the
City Clerk shall constitute evidence of its approval by the Oversight Board.
In the event of a conflict between the provisions of the Agreement and this Addendum, the
provisions of this Addendum shall control.
99- 426
IN WITNESS WiLEREOF, the parties hereto have executed this Addendum as of the
day and year above written.
Witness to Seller
Witness to Seller
(CORPORATE SEAL)
ATTEST:
City Clerk
(OFFICIALL SEAL)
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
ATTEST:
County Clerk
(OFFICIAL SEAL)
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
SELLER
THE TRUST FOR PUBLIC LAND, a
California non-profit corporation
By:
W. Dale Allen, its Vice President and
Regional Director
F.E.I.D. No. 23 7222 333
Date Signed by Seller _
PURCHASER
LOCAL GOVERNMENT
CITY OF MIAMI, a municipal corporation of
the State of Florida
By:
Donald H. Warshaw, City Manager
Date Signed by
City of Miami:
PURCHASER
LOCAL GOVERNMENT
MIAMI DADE COUNTY
By:
Merrett Stierheim, County Manager
Date Signed by
Miami -Dade County:
99- 426
Witness to Acquiring Agency
Witness to Acquiring Agency
(OFFICIAL SEAL)
APPROVED AS TO FORM AND
CORRECTNESS:
Arm J. Wild, Trust Counsel
Date:
PURCHASER
ACQUIRING AGENCY
FLORIDA COMMUNITIES TRUST
Steven M. Siebert, Chair
Date Signed by
Acquiring Agency:
99- 426
D'EC-14-99 WED 14 :2?
J-98.418
4/l3/99
ABSOLUTION N0. P o=as
,,,
A ABSOLUTION DIRBCTWG THE CITY MANAGER TO
SUBMIT AN APPLICATION, I# JOINT CO-
SPONSORSgIP WITH HIAMI-DADS COUrm, IN A FORM
ACCBPTABLR TO TSB CITY ARTORNSY, TO THE
FLORIDA COMMUNITIES TRUST PROGRAM, FOR GRANT
FWD= IN TSB ESTIMATED A14OUNT OF $ 3 0 0 , 0 0 0 ,
FOR THR PURCSA$R OF REAL PROPIRTX, COMMONLY
KNOW AS "TSB POINT•, LOCATED IN TSR SPi m
GARDEN N8MBORBOOD OF TER CITY OF MIMI,
FLORIDA; FURTHER AUTHORIZING TER CITY ly1ZWRR
TO EMCM TER NRCRSSARY DOCOMEM, IS A FORM
ACCRPTABLB TO .TSB CITY ATTORNEY, FOR SAID
PURPOSE.
WB
S, Spring Garden, a neighborhood on the Miami River in
R
Overtown, received designation as an historic district on
June 17, 19971 and
%1MP3AS, the Spring Garden Civic Association, A 30-year old
neighborhood association, is actively working with the Trust For
P.4lic Land, a national nonprofit conservation organisation, to
pronerve a vacant property called 'The Point" for passive park
and greenspace use; and ,
WHBRSAS, wThe Points, one of the last remaining large
parcels in central Miami on the river, is substantially in its
natural state; and
Wi3ERBAS, local archaeologists have reason to believe that
."The Point" may have significant prehistoric features and may
have been the site of a Native American Rncampment, and
99- 426
98 W E b' 1 r5 : 2 E ��=:� ri..�
WHEREAS, said site is zoned for a 64 unit apartment building
in a predominantly single-family home historic neighborhood and
is currently for -sale, and
WASRSAS, if The Point becomes a passive, historic park, the
site could be replanted with native vegetation and historic
wrkers. could. interpret the history of the neighborhood for
walking tours and for Miami -Dade County Public School children
who are involved in 'the tours currently conducted -on the Miami
Riveri and
WF�RBA9, said passive park could be a regional resource for
quiet recreation and enjoyment of the Miami River, as well as an
historic interpretive site; and
MMM&AS, there are Challenge Grant funds available under the
Safe Neighborhood Parka Bond Program for natural areas,
recreation and open space land acquisition and development which
may be used as matching funds -to acquire •The Point; and
• WURRSAS, the Florida Communitiis Trust Program, funded by
Premervation 2000 and administered under the Florida Department
of 'Community Affairs, is currently accepting applications for
projects which help most the needs for parks and open spaces; and
WHEREAS, the Miami River Commission recommended •The Point*
to the Governor and the Legislature in its final report as a site
for future park needs along the Miami River; and
WHERIIAS, the purchase of ■The Point" shall be contingent
upon the receipt of the allocation of Challenge Grant matching
funds from the Safe Neighborhood ISarks Bond Program, in the
amount of approximately $300,0001 and
99- 426
99 WED 1 : 2e _ A•6
WHEREAS, Miami -Dade County, as the co-sponsor of this
application, agrees to take ownership of the property if the
funds are raised to purchase it until such time as a long-range
management plan and interlocal agreement can be executed betwoon
the City, County and the Spring Garden Civic Association -to
determine ownership and operational responsibilities;
NOW, TEMPORB, 88 IT RESOLVED 8Y THE COmMr6SION OF THS CITY
OF•MIAMI, FLORIDA: ,
section 1. . The recitals and 'findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby directed to submit
an'application, iA joint co-sponsorship with Miami -Dade County,,
in a form acceptable to the City Attorney, to the Florida
Covdmunities Trust Program, for grant funding in the estimated
amount .of $300,-000, for the purchase of the real property,
commonly known as 'The Point', located in the Spring Garden
neighborhood of the City of btiami., Florida.
Section 3. The City Manager 'is hereby authorizeel to
execute the necessary documents, in a form acceptable to the City
Attorney, for said purpose.
Section !. This Resolutioni shall become effective
immediately upon its adoption.
The herela authorization is Audw subject to compliance with all requirements that array
be imposed by the City Attorney, Muding but not limited to those prescribed by
applicable City Charter and Code provisions.
3 - 99- 426
@ WED 16 :2S► P..@.3.-
PASSRO AND ADOPTED this 14th day .of ,,,Apr$,j,.,�,,.�� I99S
068 CA OLLO, MAYOR
ATTEST:
1+l WER J.- FOBMAN ,
City i WYU .
BUD= AND MANAGEMENT
ANALYSIS Vt} •7
DIPAX BARB , DIRECTOR
PREPARED AND REVIEWED BY:
iCSLLY 4 ASS I STAN'T CITY 'R
APPROVED AS TO FORM AND CORRECTNBSS:
RDWA"
( I RIM CITY A .
LKK/BSS/pb/W2457
In eccordwOv with t htrri Cade Sec. 2-W, ehice the Mayor did not tndtcets approw of
thta tegtatation by signing R in the designated Mace provkted• said legselaltGn now
becomes effective with the elapse of ten (10) d�Y'° mm the date of ConM�ls*n actto n
ng emme
regarding without the mayor�r �,4�to. � (-�I.
City Clerk
99- 426
TO
FROM
CITY OF MIAMI, FLORIDA 19
INTER -OFFICE MEMORANDUM _
The Honorable Mayor and Members
of the City Commission
D/a.Oq.ai
City Manager
RECOMMENDATION:,
DATE: JUN ! 4 1999 FILE:
SUBJECT: Authorization to Execute an
Option Agreement for Spring
Garden Point Park
REFERENCES:
Resolution & Option Agreement
ENCLOSURES:
The administration recommends that the City Commission adopt the attached Resolution
authorizing the City Manager to execute an Option Agreement to provide for conveyance to
the City of Miami a 1.1 acre parcel of land known as the Spring Garden Point Park located
at the confluence of the Miami River and the Seybold Canal and eliminate the requirement
of an interlocal agreement between the City of Miami, Miami -Dade County and the Spring
Garden Civic Association as provided for in Resolution No. 98-389. This Resolution also
authorizes the City Manager to execute a management agreement between the City and
the Spring Garden Civic Association to establish the management responsibilities for the
Property. Additionally, it authorizes the City Manager to execute any necessary
documents for said purpose.
BACKGROUND:
Spring Garden Civic Association is actively working with the Trust for Public Land, a
national non-profit conservation organization, to preserve a vacant property located at the
confluence of the Miami River and the Seybold Canal in Spring Garden (the "Property") for
passive park and greenspace use. On April 14, 1998, the City Commission adopted
Resolution No. 98-389 authorizing the City Manager to submit an application, in joint co-
sponsorship with Miami Dade County to the Florida Communities Trust (the "FCT'), for
grant funding for the purchase of the Property. The total purchase price is $550,000.00.
The County will allocate 50% of this amount from Challenge Grant funds from the Safe
Neighborhood Parks Bond.
Resolution No. 98-389 intended for the County, as the co-sponsor on the application, to
take ownership of the Property until such time as a long-range management plan and
interlocal agreement could be executed between the City, County and the Spring Garden
Civic Association to determine ownership and operational responsibilities. Pursuant to the
Comprehensive Development Master Plan, the County cannot spend funds on local parks
and it would not be appropriate for the County to take title to the Property when it cannot
expend funds for its maintenance. Therefore, it is recommended that the requirement for
an interlocal agreement be deleted.
99-- 426
Page -2-
The Honorable Mayor and Members
of the City Commission
Re: Authorization to Execute an
Option Agreement for Spring
Garden Point Park
In lieu of an interlocal agreement, the City will, prior to closing, enter into a long-range
management agreement with the Spring Garden Civic Association to establish
management responsibilities for the Property. As an exhibit to the Option Agreement is an
addendum entitled Conditions Precedent to City of Miami Taking Title. Attached thereto
as an exhibit is the management plan for Spring Garden Point Park. The management
plan sets forth how the site will be managed to further the purpose of the project, contains
a description of all planned improvements to the Property, identifies the costs of the site
improvements, and identifies the management entity. The management plan serves as the
basis of the responsibilities to be incorporated into the management agreement with
Spring Garden Civic Association.
Old)
DHW:35B:L--$: mv:MSpringGardens. doc
99- 426