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

Chapter 62- 780 or 62- 785, Florida Administrative Code. All site rehabilitation costs, including but not limited to institutional and/ or engineering controls, asso- ciated with the activities described in the previous two sentences shall be borne by Purchaser. Page 4  C. Costs of Site Rehabilitation. Purchaser anticipates that the cost of obtaining an SRCOC, including all costs and fees associated with site rehabilitation, as that term is defined in either Chapter 62- 780 or 62- 785, Florida Administrative Code ( including but not limited to all costs associated with obtaining approval of and implementing and/ or constructing, as may be applicable, institutional controls and engineer- ing controls), and conditions, environmental engineering, environmental con- sulting, and all related outside legal environmental and other counsel and consultants in support of same ( including but not limited to drafting a Brown- field Site Rehabilitation Agreement, and negotiating and obtaining all neces- sary approvals in furtherance and satisfaction of an SRCOC) ( collectively, the Qualified Site Rehabilitation Expenses"), is estimated at One Million Four Hundred and Fifty Thousand Dollars ($ 1, 450, 000. 00). At closing and in ac- cordance with paragraph 2. B, the City will give Purchaser a credit for certain site rehabilitation costs against the Purchase Price (" Site Rehabilitation Pur- chase Credit"). Within one- hundred twenty ( 120) days of issuance of the SRCOC, Purchaser shall provide City with an accounting of all Qualified Site Rehabilitation Expenses actually incurred and paid, and if the amount of Qualified Site Rehabilitation Expenses incurred and paid by Purchaser is less than the Site Rehabilitation Purchase Credit, the difference between the two shall be paid to the City within sixty ( 60) days of written request from the City as additional consideration for the Real Property ( said calculation hereinafter referred to as the " Site Rehabilitation Amount Calculation"). At the time of the Site Rehabilitation Amount Calculation, the City shall have the right but not the obligation to audit any Qualified Site Rehabilitation Expense claimed by Purchaser. D. Voluntary Cleanup Tax Credit. Twenty-five percent ( 250/0) of any annual Voluntary Cleanup Tax Credit award received by Purchaser from the Florida Department of Environmental Protection shall be transferred by Purchaser to the City or its designee pur- suant to Chapter 62- 788, Florida Administrative Code. The City shall reim- burse Purchaser for fifty percent ( 500/0) of the legal fees associated with effec- tuating each said transfer up to a total of $2500 for all transfers. Page 5  E. Limited Environmental Indemnification. Purchaser hereby agrees to indemnify and hold harmless the City from and against all claims, judgments and other judicial awards to the extent aris- ing from ( i) anyon- site soil and groundwater contamination that has not mi- grated offsite and ( ii) the negligent performance of Purchaser' s site rehabilita- tion activities as they relate to anyon- site soil and groundwater contamination that has not migrated offsite ( collectively (" Purchaser' s Environmental Indem- nification Obligations"). Notwithstanding the foregoing, Purchaser's Environ- mental Indemnification Obligations shall not include any claim for consequen- tial damages or any third party action for trespass, property damage, remedial costs, toxic tort, or other form of personal injury. 7. CLOSING This transaction shall be closed and the deed and other closing papers delivered on or before ninety ( 90) days from receipt by Purchaser of the City' s Phase II Report ( the " Closing Date"). The closing date may be extended by the parties in writing. 8. PLACE OF CLOSING Closing shall be held at the office of the attorney for the Purchaser. 9. DOCUMENTS FOR CLOSING The City shall furnish deed, mechanic' s lien affidavit, and corrective in- struments, at the expense of the City. 10. RESTRICTIONS: EASEMENTS: LIMITATIONS Purchaser shall take subject to zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions, and pub- lic utility easements of record; taxes for year of closing and subsequent years; subject to all existing easements of record, provided there exists at closing no violation of the foregoing and no easements which prevent the subdividing of the Real Property or the use of the Real Property as a transfer station. Page 6 11. OCCUPANCY The City warrants there are no parties in possession of the Real Prop- erty other than the City and possession shall be delivered to the Purchaser at closing. 12. ASSIGNABILITY Purchaser may not assign Agreement to any entity that is not related to the Purchaser, whether by management by or of Purchaser, or under com- mon management with the Purchaser. In the event Purchaser assigns this Agreement to a related entity, said assignee will replace the responsibilities of Purchaser and City will deal with Purchaser' s assignee as purchaser hence- forth. 13. RISK OF LOSS OR DAMAGE It is mutually agreed by the parties that any improvements on the Real Property are of no value and therefore, there is no risk of loss or damage. If any loss or damage occurs to the real property while this contract is pending and until the date of closing, the City shall bear such risk of loss or value. 14. NOTICES All notices, demands, requests or replies provided for or permitted by this Agreement shall be in writing to the addresses listed below and may be delivered by anyone of the following methods: 1. by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; 2. by prepaid telegram; 3. by deposit with an overnight express delivery service; 4. by facsimile transmission. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective three ( 3) business days after de- posit with the Postal Service. Notice by telegram, overnight express delivery service or facsimile transmission shall be deemed effective one ( 1) business day after transmission to the telegraph company or after deposit with the ex- Page 7 press delivery service or after facsimile transmission, with such notice evi- denced by a written receipt issued by the transmitting machine. For purposes of notice, demand, request, reply or payment, the address of the City shall be: Joyce Shanahan City of Fort Walton Beach P. O. Box 4009 Fort Walton Beach, Florida 32549 with copies to: Toni L. Craig, City Attorney c/ o POBox 4009 Fort Walton Beach, FL 32549 The address of the Purchaser shall be: Waste Management Inc. of Florida 720 East Butterfield Road 4th Floor Lombard, IL 60148 ATTN: Vice President of Real Estate Facsimile #: ( 630) 268- 9521 With copies to: Group Counsel Waste Management, Inc. of Florida 1000 Parkwood Circle, Suite 700 Atlanta, GA 30339 15. EVIDENCE OF TITLE Purchaser shall cause to be issued at Purchaser's expense a title in- surance commitment issued by a Florida licensed title insurer agreeing to is- sue to Purchaser, upon recording of the deed to the Purchaser, an owners policy of title insurance in the amount of the purchase price, insuring Pur- chaser' s title to the real property, subject only to liens, encumbrances, excep- tions, claims or qualifications set forth in Agreement. Marketable title shall be Page 8 determined according to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law. Purchaser shall have 5 days from date of receiving evidence of title to examine it. If title is found defective, Pur- chaser shall, within 3 days, notify the City in writing specifying defect( s). If the defect( s) render title unmarketable, the City shall have 120 days from receipt of notice within which to remove the defect( s), failing which, the Purchaser shall have the option of either accepting the title as it then is or demanding a refund of all earnest money deposit paid which shall immediately be returned to Purchaser; thereupon, Purchaser and the City shall release one another of all further obligations under the Agreement. The City, shall, if title is found unmarketable, use diligent effort to correct title defects within the time pro- vided therefor, including the bringing of reasonable and necessary suits. 16. SURVEY. Purchaser, at Purchaser' s expense, within time allowed to deliver evi- dence of title and to examine same, may have the real property surveyed and certified by a registered Florida surveyor. If the survey shows encroachment on the real property or that improvements located on the real property en- croach onsetback lines, easements, lands of others, or violate any restric- tions, Agreement covenants or applicable governmental regulation, the same shall constitute a title defect. 17. EXPENSES. Documentary stamps on the deed, recording, recording corrective in- struments, abstracting, title insurance and Purchaser' s attorney' s fees shall be paid by the Purchaser. 18. CONDITIONS. This Agreement is subject to the following conditions: a. Designation of the Real Property as a Brownfield Area Pursuant to 99 376. 80( 1) and ( 2)( a), Florida Statutes. In entering into this Agreement, the City acknowledges that, through information provided to it by Purchaser as well as through independent inquiry and analysis, it has considered whether the Real Property: warrants economic development and has a rea- sonable potential for such activities; represents a reasonably focused ap- Page 9 proach to economic development and site rehabilitation and is not overly large in geographic coverage; has the potential to interest the private sector in participating in rehabilitation; and contains sites or parts of sites suitable for limited recreational open space, cultural, or historical preservation purposes, all consistent with 9376. 80( 2)( a) 1. - 4., Florida Statutes. Immediately after the Closing Date, the City agrees to initiate and effectuate designation of the Real Property as a brownfield area by taking all action required to do so as and 376. 80( 2)( a), Florida Statutes. Purchaser set forth in sections 376. 80( 1) shall cooperate with the City in furnishing additional information that might be reasonably required in furtherance of this process and to effectuate designa- tion. City acknowledges that time is of the essence with respect to the desig- nation of the Real Property as a brownfield area and the need to obtain a res- olution in order to effectuate same. b. Resolution Recommending Purchaser for a Brownfields Rede- velopment Bonus Refund Pursuant to 9288. 107, Florida Statutes. If Pur- chaser determines in its sole discretion that it qualifies for a Srownfields Re- development Bonus Refund pursuant to 9 288. 107, Florida Statutes, then City shall, upon Purchaser' s request and in a timely fashion, pass a resolution re- commending Purchaser for the Srownfields Redevelopment Bonus Refund incentive. Nothing in the preceding sentence shall require the City to commit to the twenty percent ( 200/0) tax refund local match. City acknowledges that time is of the essence with respect to the application for a Brownfields Rede- velopment Bonus Refund and the need to obtain a resolution as discussed in this paragraph. 19. CONTRACT NOT RECORDABLE: PERSONS BOUND: NOTICE Neither this Agreement nor any