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HomeMy WebLinkAboutR-96-0912J-96-1275 l2/3/96 RESOLUTION NO. v 6 -9 1 2 i A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE SALE, TO THE SCHOOL BOARD OF DADE COUNTY, OF CERTAIN REAL PROPERTY DESCRIBED IN EXHIBIT A, FOR THE TOTAL PURCHASE PRICE OF $125,000; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT OF PURCHASE AND SALE, IN SUBSTANTIALLY THE ATTACHED FORM, AND TO CONVEY THE PROPERTY BY SPECIAL WARRANTY DEED CONTAINING A COVENANT TO PAY AN ANNUAL PAYMENT TO THE CITY IN LIEU OF TAXES IN THE AMOUNT OF $1,463.19; AND DIRECTING THE CITY ATTORNEY TO EFFECT THE CLOSING. WHEREAS, the School Board of Dade County, Florida (the "School Board") requires additional land for the expansion of Phillis Wheatly Elementary School, located in the Overtown Community of the City of Miami, Florida; and WHEREAS, the Office of Asset Management has identified a vacant parcel of surplus real estate (the "Property") needed by the School Board for said expansion purposes; and WHEREAS, the School Board at its meeting of April 26, 1995, authorized the purchase of the Property from the City for the sum of One Hundred Twenty Five Thousand Dollars ($125,000); i iATTACHMENT(S)' CONTAINED CITY COMMISSION MEETING OF DEC 12 1996 96Resolution-No- 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 sale proposed by the City Manager and the Office of Asset Management of the Property, legally described in Exhibit "A", to the School Board, for the purchase price of One Hundred Twenty Five Thousand Dollars ($125,000) is hereby approved. Section 3. The City Manager is hereby authorized to execute a Purchase and Sale Agreement, in substantially the attached form, and to convey the Property by Special Warranty Deed containing a covenant obligating the School Board to pay to the City an annual payment in lieu of taxes in the amount of $1,463.19; and the City Attorney is directed to effect the closing in accordance with the terms of the Purchase and Sale Agreement and the provisions of Article V of Chapter 18 of the Code of the City of Miami, Florida, as amended. Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 12th day of December 1996. -a � � JOE CAROLLO, MAYOR WALTER J FOE , CITY CLERK 2- rl PREPARED AND APPROVED BY: Jm,iFr'0.BRTUT, ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: elf A. Q ON S, III, CITY ON Y Job:W1285 -3- 9 r PARCEL NO. 5-1 Parcel Address: Folio Number: Land Area: 1995 Land Value: Legal Description: PARCEL NO. 9-1 Parcel Address: Folio Number: Land Area: I 1995 Land Value: i Legal Description: r, j rN� EXHIBIT "A" Legal Description of Property 190 NW 20"' Street 01-3136-053-0010 39,520 S.F. $45,606 Lots 1 through 13 inclusive, Block 16, WADDELL'S RE - SUBDIVISION of Block 16 of WADDELL'S ADDITION TO THE CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book 39, Page 23, of the Public Records of Dade County, Florida. 1852 NW I" Place 01-3125-048-0800 12,000 S.F. $11,715 Lots 1 and 2, Block 25, WADDELL'S RE -SUBDIVISION, according to the Plat thereof, as recorded in Plat Book `B", Page 53, of the Public Records of Dade County, Florida. PARCEL NO. 9-3 Parcel Address: Folio Number: Land Area: 1995 Land Value: Legal Description: PARCEL NO. 9-4 Parcel Address: Folio Number: EXHIBIT "A" Legal Description of Property (continued) 1834 NW 1" Place 01-3125-048-0820 3,000 S.F. $2,812 North '/z of Lot 4, Block 25, WADDELL' S RE - SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "B", Page 53, of the Public Records of Dade County, Florida. 1833 NW 2"' Avenue 01-3125-048-0830 3,000 S.F. $2,812 South '/2 of Lot 4, Block 25, WADDELL'S RE - SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "B", Page 53, of the Public Records of Dade County, Florida. EXHIBIT "A" Legal Description of Property (continued) PARCEL NO. 9-6 Parcel Address: 1800 NW V Place Folio Number: 01-3125-048-0850 Land Area: 12,000 S.F. 1995 Land Value: $11,715 Legal Description: Lots 6 & 7, Block 25, WADDELL'S RE -SUBDIVISION, according to the Plat thereof, as recorded in Plat Book "B", ! Page 53, of the Public Records of Dade County, Florida. SUMMARY OF PROPERTY Total Land Area: 61,449 S.F. i Total 1995 Land Value: $71,846 AGREEMENT OF PURCHASE AND SALE This Purchase and Sale Agreement (the "Agreement") entered into this day of 1996, by and between the CITY OF MIAMI, Dade County, Florida, a municipal corporation of the State of Florida, hereinafter referred to as the "SELLER", and the SCHOOL BOARD OF DADE COUNTY, FLORIDA, hereinafter referred to as the "PURCHASER." WITNESSETH. WHEREAS, the SELLER is owner of the real property situated; lying and being in the City of Miami, Florida legally described in Exhibit "A" attached hereto and made a part hereof consisting of approximately 61,449 square feet (the "Property"), and WHEREAS, the City Commission on December 12, 1996, passed and adopted Resolution No. , authorizing the sale of the Property and execution of the "Agreement"; and WHEREAS, The School Board of Dade County, Florida passed and adopted Resolution No. 95-10 approving the acquisition of the Property for the expansion of Phyllis Wheatley Elementary School. NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid and for other good and value consideration, the receipt and sufficiency of which is hereby acknowledged, the SELLER and PURCHASER hereby agree: 1. PURCHASE PRICE AND PAYMENT In consideration of the PURCHASER paying the SELLER the sum of One Hundred Twenty -Five Thousand Dollars ($125,000.00) (the "Purchase Price"), the SELLER shall sell and convey to the PURCHASER the Property legally described in Exhibit "A." Purchase Price shall be payable in cash, cashier's check or certified check at closing. 2. CONVEYANCE OF PROPERTY SELLER shall convey to PURCHASER title to the Property by Special Warranty Deed. 3. CLOSING The delivery of the deeds, documents, the Purchase Price and other acts necessary to accomplish the transactions provided for in this Agreement (the "Closing") shall be held within ninety (90) days of execution of this Agreement. Provided that the status of title is acceptable to the PURCHASER'S attorney, and all other conditions have been met in accordance with the terms of this Agreement, the Closing shall take place at the office of the SELLER's attorney located at the Office of the City Attorney of the City of Miami, 444 Southwest 2"d Avenue, 9`h g6-912 Floor, Miami, Florida 33130. Each party to this Agreement shall be responsible for its own attorney's fees incurred in connection with the Closing. PURCHASER shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement. 4. TITLE On or before fifteen (15) days from the date of this Agreement, SELLER agrees to deliver to PURCHASER'S attorney, at SELLER'S expense, a commitment for the issuance of an Owners Title Insurance Policy, without exception other than the normal printed exception. Title will be conveyed by the SELLER free and clear of all encumbrances except the permitted exceptions, if any, mentioned in the commitment for the issuance of the Owners Title Insurance Policy, and subject to easements, restrictions, limitations and conditions of record coupled with the covenant to make the annual payment in lieu of taxes mentioned herein. In the event that the SELLER's title is unmarketable and/or uninsurable, the PURCHASER shall have the following options: A) PURCHASER may elect to accept title "AS IS" with no reduction in Purchase Price; or B) PURCHASER may terminate this Agreement and all rights and liability on the part of the PURCHASER and the SELLER arising hereunder shall terminate and each party shall thereby be released from any and all obligations hereunder. 5. DISCLAIMER OF WARRANTIES AS TO PROPERTY A) PURCHASER is purchasing the Property in an "AS IS" condition and specifically and expressly without any warranties, representations or guaranties, either express or implied, of any kind, nature or type whatsoever from or on behalf of SELLER. Without in any way limiting the generality of the immediately preceding, PURCHASER and SELLER further acknowledge and agree that in entering into this Agreement and purchasing the Property: (1) PURCHASER hereby acknowledges that SELLER has not made, will not and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition, the value, profitability, developability or marketability thereof; (2) PURCHASER acknowledges that with respect to the Property, SELLER j has not and will not make any warranties, whether express or implied, of merchantability, j habitability or fitness for a particular use; (3) PURCHASER acknowledges that SELLER has not, does not and shall not make any representation or warranty with regard to compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements including, 2 96 ®912 0 but not limited to, those pertaining to the handling, generating, treating, storing or disposition of any hazardous waste, substance or material. (4) PURCHASER specifically waives, releases and discharges any claim it has or might have against the SELLER with respect to the condition of the Property based on noncompliance with any environmental protection laws, rules or regulations. (5) PURCHASER acknowledges that PURCHASER has made and/or shall be given and adequate opportunity to make such legal, factual and other inquiries and investigations as PURCHASER deems necessary, desirable or appropriate with respect to the Property, the value or marketability thereof and of the appurtenances thereto. Such inquiries and investigations of PURCHASER shall be deemed to include, but shall not be limited to, the condition of all portions of the Property and such state of facts as an accurate survey would show. (6) PURCHASER acknowledges that PURCHASER has not relied, and is not relying, upon any information, document, projection, proforma statement, representation, guaranty or warranty (whether express or implied, or oral or written or material or immaterial) that may have been given by or made by or on behalf of SELLER. 6. INSPECTION PERIOD A) Access to Property_ PURCHASER, its counsel, accountants, agents and other representatives shall have full and continuing access to the Property and all parts thereof. Upon PURCHASER giving SELLER not less than two (2) business days prior written notice specifying the date and time of PURCHASER's arrival, PURCHASER shall also have the right to enter upon the Property for the purpose of performing non-destructive, non-invasive surveying, and such other similar investigatory work as the PURCHASER shall consider appropriate and shall have the further right to make such inquiries of governmental agencies, utility companies and other like parties and to make such feasibility studies and analyses as it considers appropriate. B) Environmental Matters: PURCHASER shall have a period of sixty (60) days from the date of this Agreement (the "Environmental Inspection Period") to conduct environmental investigation and testing on the Property. In the event that as a result of such investigation and testing it is found that the Property or any portion of it contains a toxic or hazardous waste, substance or material in excess of what is permitted under applicable law (collectively, "Hazardous Substances") prior to the end of the Environmental Inspection Period, PURCHASER shall notify SELLER in writing and deliver to SELLER copies of all written reports concerning such Hazardous Substances (the "Environmental Notice"). The PURCHASER and SELLER shall have ten (10) business days from the date the SELLER receives the Environmental Notice to negotiate a mutually agreeable remediation protocol. In the event that the PURCHASER and SELLER are unable to reach agreement with respect thereto, either party shall have the option within fifteen (15) business days from the date the SELLER receives the Environmental Notice to cancel this Agreement by written notice to the other party whereupon (i) all property data and all studies, analysis, reports, plans, abstracts of title and surveys respecting the Property delivered by 3 96-91 SELLER to PURCHASER or prepared by or on behalf of the PURCHASER shall be delivered by PURCHASER to the SELLER; and then (ii) except as otherwise hereafter provided in this Paragraph, the parties shall thereupon be relieved of any and all further responsibility hereunder and neither party shall have any further obligation on behalf of the other. In the event that PURCHASER does not elect to cancel this Agreement, it shall close on and accept the Property in its "AS IS" condition. C) Inspection Indemnity: Notwithstanding anything contained in this Agreement, PURCHASER shall (i) immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken above by or on behalf of PURCHASER; (ii) immediately repair and restore the Property to its condition existing immediately prior to the conduct of PURCHASER's entry thereon; and (iii) indemnify, defend and hold SELLER harmless from and against all claims, damages or losses incurred to the Property or anyone on the Property as a proximate result of the actions taken above by the PURCHASER, any of its employees, agents, representatives or contractors, or any persons performing inspection activities or other activities on its behalf, subject to the limitations provided in Section 768.28, Florida Statutes. 7. TAXES The SELLER warrants that the Property is exempt from taxes and accordingly there should be no taxes due at Closing. 1 8. MISCELLANEOUS CLAUSES A) This Agreement shall be governed according to the laws of the State of Florida. B) PURCHASER may not assign or pledge this Agreement. C) This Agreement and the Exhibits, attached hereto and made a part hereof, constitute the sale .and only agreements of the parties hereto and currently set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. D) No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 9. NOTICES All notices or other communications which may be given pursuant to this Agreement shall be in writing and personally served as follows: SELLER City of Miami City Manager 4 PURCHASER School Board of Dade County, Florida 96-912 3500 Pan American Drive Miami, FL 33133 CopTo City of Miami Office of Asset Management 444 SW 2"" Avenue Suite 325 j Miami, FL 33130 10. GOVERNING LAW 1450 NE 2"`' Avenue Miami, FL 33132 Copy To School Board of Dade County Division of Site Planning and Government Liaison 1450 NE 2nd Avenue, Suite 529 Miami, FL 33132 This Agreement shall be governed according to the laws of the State of Florida and venue shall be in Dade County, Florida. 11. ATTORNEY'S COSTS Should either party employ an attorney(s) to enforce any of the provisions hereof, or to protect its interest in any matter arising under this Agreement, or to recover damages for the breach of this Agreement, the party prevailing shall be entitled to payment by the other party of all reasonable costs, charges and expenses, including attorney's fees and court costs. 12. WAIVERS No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to comply. All remedies, rights, undertaking, obligations and agreement contained herein shall be cumulative and not mutually exclusive. 13. COVENANTS The PURCHASER agrees for itself, and its successors and assigns, and every successor in interest to any part of the Property, that the deed shall contain a covenant on the part of the PURCHASER, and such successors and assigns, that the PURCHASER, and such successors and assigns shall in recognition of the municipal services provided by the SELLER, and in support of these services, the PURCHASER shall pay, in lieu of real estate taxes, commencing in November 1997, and for each year thereafter an annual payment in the amount of one thousand four hundred sixty three dollars and nineteen cents ($1,463.19). The covenant pertaining to the payment in lieu of taxes shall remain in erect from the date of the deed until such time as the present tax-exempt status of PURCHASER is changed to a tax paying status as a result of legislative action or any other lawful action of any governmental entity. 14. SURVIVAL OF REPRESENTATIONS/WARRANTIES The provisions of sections 5, 6 and 13 of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. j Executed by PURCHASER on ATTEST: Executed by SELLER on ATTEST: Walter J. Foeman City Clerk APPROVED AS TO FORM AND CORRECTNESS: �l A. Quinn Jones, .III City Attorney JOB/kd SCHOOL BOARD OF DADE COUNTY, FLORIDA By: Roger Cuevas Superintendent of Schools SELLER: CITY OF MIAMI, a municipal corporation of the State of Florida By: Edward Marquez, City Manager APPROVED AS TO FORM AND CORRECTNESS: School Board Attorney CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Edward Mara City Manager RECOMMENDATION DATE : DEC 3 " 1996 FILE : SUBJECT: Proposed Sale of City - owned Property to Dade County School Board REFERENCES: ENCLOSURES: It is respectfully recommended that the City Commission approve the attached Resolution authorizing the City Manager to enter into a Purchase and Sale Agreement with the School Board of Dade County, Florida, and approving the sale of the City -owned property ( the "Property"), which is more particularly and legally described in Exhibit "A" attached hereto. The purchase price for the property is $125,000. BACKGROUND The City Manager and the Office of Asset Management recommend the ratification of the attached resolution authorizing the City Manager to execute a Purchase and Sale Agreement with the School Board of Dade County, Florida. The School Board of Dade County is in need of acquiring the City -owned property located in the Overtown Community Development Target Area for the expansion of the Phyllis Wheatley Elementary School. The property is vacant surplus land acquired by the City in the early 1980's. The School Board, at its meeting of April 26, 1995, authorized the purchase of the Property in the amount of $125,000. The property is to be conveyed by special warranty deed containing a covenant to pay an annual payment to the City in lieu of taxes in the amount of $1,463.19. The terms and conditions are as follows. Purchase Price: $125,000 Payment Terms: All cash at closing. Premises Offered: Five parcels of land located at 190 NW 20`h Street, 1852 NW 1" Place, 1834 NW 1' Place, 1833 NW 2°d Avenue and 1800 NW 1" Place. Environmental Concerns: Other Terms: Property is being sold "as is". The property is to be conveyed by special warranty deed containing a covenant to pay an annual payment to the City in lieu of taxes in the amount of $1,463,19. This Purchase and Sale Agreement will be in a form acceptable to the City Attorney and subject to any additional terms and conditions as may be deemed necessary. .)6-91" 1