Fort Walton Beach Ordinance — 1750 sale real property 109 Ready — reading text

READING DATE 1st 2nd ORDINANCE 1750 AN ORDINANCE OF THE CITY OF FORT WALTON BEACH AUTHORIZING THE SALE OF REAL PROPERTY SITUATED AT 109 READY AVENUE, FORT WALTON BEACH, OKALOOSA COUNTY, FLORIDA; PROVIDING AUTHORITY AND CITY COUNCIL APPROVAL OF THE PURCHASE AGREEMENT AND CONVEYANCE OF THE PROPERTY; AUTHORIZING AND DIRECTING CLOSING BY THE MAYOR AND CITY CLERK; AND SETTING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA: SECTION I. AUTHORITY. The authority for this Ordinance is Section 166. 021, Florida Statutes. SECTION II. FINDINGS OF FACT. The City Council has previously declared the real property located at 109 Ready Avenue, Fort Walton Beach, Okaloosa County, Florida, as excess property. The City Council has found that it is in the best interests of the citizens of the City that the property be sold through negotiated sale. SECTION III. APPROVAL OF CONTRACT FOR SALE OF REAL PROPERTY. The Purchase Agreement between the City and Waste Management, Inc., of Florida, attached as Exhibit A, for the real property described in the agreement is approved. The Mayor and City Clerk are authorized to execute and deliver such deed and other documents as are necessary to close the sale. SECTION IV. EFFECTIVE DATE. This Ordinance shall take effect immediately upon approval by Council and signature by the Mayor. 1) c1tJfJt iL4- Adopted Mike Anderson, Mayor ATTEST: Approved for form and legal sufficiency. DISPOSITION  PURCHASE AGREEMENT This Purchase Agreement ( the " Agreement") is made and entered into on December 1. 2008, by and between the CITY OF FORT WALTON BEACH, a municipal corporation ( the " City") and WASTE MANAGEMENT INC. OF FLORIDA, a Florida corporation ( the " Purchaser") In consideration of the mutual covenants and conditions in this agree- ment, City and Purchaser agree as follows: 1. CONVEYANCE. ZONING AND USE. The City shall convey title to the real property described in Exhibit " A" contain- ing 13. 53+/- acres, ( hereinafter referred to as the " Real Property"), with the reservation of a ten foot non- exclusive easement along the northeast property line of the Real Property by the City, for the purpose of the City' s ingress and egress use, and for the purpose of installation, maintenance, repair and ser- vicing of utilities for the benefit of the City of Fort Walton Beach, Florida. City shall convey title by special municipal warranty deed, warranting against claims by, or through or under the City, and subject to matters contained in Section 10 of this Agreement and those otherwise accepted by Purchaser; and warrants and represents the Property is zoned M- 2 Industrial Park District and being sold subject to zoning ordinances, restrictions, prohibitions and li- mitations of record and public utility easements of record, if any, which do not substantially interfere with Purchaser utilizing the Property for commercial of- fices, equipment parking and storage, fleet maintenance and operations, solid waste transfer facility with no overnight solid waste storage and/ or a materials recycling facility and if there are any that so interfere, this Contract shall be null and void at the written election of Purchaser. Purchaser shall also take title to the Property subject to taxes for the year of closing and subsequent years and the restrictions, limitations and other matters, if any, set forth on Exhibit B" attached. City warrants and represents that there is public road- and to the Property sufficient for the intended uses as de- way ingress egress scribed herein. 2. PURCHASE PRICE. In the event that Site Rehabilitation Purchase Credit Scenario One ( as that term is hereinafter defined) becomes applicable, the purchase price is 1. 45 Million Dollars ($ 1, 450, 000. 00); however, in the event that Site Rehabil- itation Purchase Credit Scenario Two ( as that term is hereinafter defined) be- comes applicable, the purchase price is $ 1. 5 Million Dollars ($ 1, 500, 000. 00) 1  the applicable price based upon the Site Rehabilitation Credit Scenario as provided under paragraph 2. B shall be the " Purchase Price"). Purchaser agrees to pay the Purchase Price to the City as follows: A. Five Thousand Dollars ($ 5, 000. 00) earnest money deposit, to be deposited with City Attorney within seven days of adoption of the related ordinance by the City Council on first reading, at which time the parties will sign this agreement. If Purchaser does not close as may be required herein, the Five Thousand Dollar ($ 5, 000. 00) earnest money deposit is forfeited to the City and the parties are discharged from this Agreement. B. A Site Rehabilitation Purchase Credit as defined at Section 6 herein to be given to Purchaser at Closing in accordance with the terms of Section 6 as follows: 1. In the event that, the City obtains written approval of a grant from the Florida Department of Environmental Protection (" FDEP") to fund a supplemental Phase II Report as set forth in paragraph 6. A, and said supplemental Phase II Report is issued to the FDEP by its contractor in final form and shared with Purchaser no later than two hundred eighty ( 280) days from the date of the application for the grant, the Site Rehabilitation Purchase Credit shall be Six Hundred and Fifty Thousand Dollars ($ 650, 000. 00) (" Site Rehabilitation Purchase Credit Scenario Oneil). In the event that ( i) the City elects not to apply for a grant 2. from FDEP to fund a supplemental Phase II report as set forth in paragraph 6.A; ( ii) theCity does apply for said grant but such application is not ap- proved; and ( iii) Purchaser undertakes to prepare its own Phase II investiga- tion as allowed by Section 22 and provides a written report of same to the City upon the conclusion of such investigation, the Site Rehabilitation Pur- chase Credit shall be Seven Hundred Thousand Dollars ($ 700, 000. 00) (" Site Rehabilitation Purchase Credit Scenario Two"). C. Seven Hundred Ninety- Five Thousand Dollars ($ 795, 000. 00) by certified funds issued by a local bank or wire transfer, payable at closing. 3. EFFECTIVE DATE The date of this Agreement (" Effective Date") vvill be the date after the last one of the Purchaser and the City have signed this Agreement and the City Council of the City of Fort Walton Beach has adopted an ordinance on Page 2 firstreading approving transfer of the property. The ordinance adoption process is a dynamic process subject to public participation and is discretio- nary with the Council. The City agrees to use its best efforts to have an ordin- ance presented to the City Council for first reading on October 14, 2008. 4. DEED The conveyance will be by special municipal warranty deed with cove- nants executed in proper form for recording so as to convey that City is law- fully seized of the Real Property in fee simple, that the City has good right and lawful authority to sell and convey the Real Property, the City warrants the title to said land, and will defend the same against the lawful claims of all per- sons claiming by, through, or under it, but against no other. 5. ASSESSMENTS. LIENS. AND TAXES If, at the time the deed is delivered, all or any part of the Real Property is or has been affected by a municipal assessment which constitutes a lien or charge against the Real Property then said unpaid assessments will be dis- charged by the City at Closing. Any taxes of the Real Property shall be prorated through the day of closing. City shall furnish to Purchaser at time of closing an affidavit attesting to the absence, unless otherwise stated herein, of any financing statements, claims of lien, or potentiallienors known to the City and further attesting that there has been no improvements to the Real Property for 90 days immediate- ly preceding date of closing. If the Real Property has been improved within that time, the City shall deliver releases or waivers of construction liens ex- ecuted by all lienors or potential lienors in addition to the City' s lien affidavit setting forth the names of all such lienors and potential lienors and further af- firming that all charges for improvements or professional services to or for the benefit of the Real Property which could serve as a basis for a lien on the Real Property have been paid or will be paid at closing. City agrees not to create or implement any tax or assessment The against the Purchaser or the Real Property that would single out the Pur- chaser or the Real Property from the other property owners of Fort Walton Beach, Florida. Page 3 6. ENVIRONMENTAL MATTERS A. City' s Supplemental Phase II Report The City may elect to apply to the FDEP for a grant to fund and, at FDEP' s direction and with an FDEP approved contractor, conduct a supple- mental Phase II study of soil, groundwater, surface water, solid waste, vapor, and other environmental media to investigate and/ or further investigate the conditions, issues, and concerns ( i) reflected by Exhibit C or ( ii) otherwise re- lated to any former or current use of, or operation or activity at or in connec- tion with, the Real Property ( the report issued in connection for the foregoing hereinafter referred to as the " City' s Supplemental Phase II Report"). If the City elects to apply to the FDEP for a grant for these purposes ( the " FDEP Assessment Grant"), it shall solicit from Purchaser a scope of Phase II work prepared by Purchaser that Purchaser reasonably deems adequate to inves- tigate soil, groundwater, surface water, solid waste, vapor, and other envi- ronmental media issues associated with any former or current use of, or op- eration or activity at or in connection with, the Real Property (" Purchaser' s Supplemental Phase II Scope of Work"). If awarded the FDEP Assessment Grant, the City shall use its best efforts to have Purchaser' s Supplemental Phase II Scope of Work accepted by FDEP and implemented by FDEP' s con- tractor. Nothing in this paragraph shall prohibit the City from adding tasks to Purchaser' s Supplemental Phase II Scope of Work prior to submitting same to FDEP provided that no additional task proposed by the City is inconsistent with, or prevents or limits the implementation of, any task set forth in Pur- chaser' s Supplemental Phase II Scope of Work. B. Site Rehabilitation. Subject to the terms and conditions herein and within a reasonable time following the Closing Date, Purchaser hereby agrees to initiate site reha- bilitation pursuant to Chapter 62- 780 or 62- 785, Florida Administrative Code, whichever is applicable to the property at that time, to address the environ- mental conditions originating at the Real Property as reflected by Exhibit "C" . City agrees that, at Purchaser' s election, Purchaser may utilize engineering and/ or institutional controls in connection with its site rehabilitation activities and in pursuit of regulatory closure as evidenced by issuance of a Site Reha- bilitation Completion Order with Conditions (" SRCOC") under either