Fort Walton Beach Ordinance — 1467--Sale of Excess Real Property--S&P Mgt — reading text

~ READING| DATE 1st yy fol ORDINANCE 1467 gnd eel AN ORDINANCE OF THE CITY OF FORT WALTON BEACH RELATING TO SALE OF EXCESS REAL PROPERTY OWNED BY THE CITY; PROVIDING FOR AUTHORITY; PROVIDING FOR FINDING OF FACT; PROVIDING FOR CITY COUNCIL APPROVAL OF A CONTRACT FOR SALE AND PURCHASE AND THE CONVEYANCE TO S&P MANAGEMENT OF FLORIDA, LLC, OF REAL PROPERTY IN THE FORT WALTON BEACH COMMERCE AND TECHNOLOGY PARK CONTAINING 11.95 ACRES MORE OR LESS; AND AUTHORIZING AND DIRECTING CLOSING BY THE MAYOR, CITY MANAGER AND CITY CLERK; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. 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, and Section 2-311 through Section 2-315 of the City Code. SECTION I. FINDINGS OF FACT. The City Council finds and determines that the described real property is excess real property, unneeded for immediate or future development or use by the City. The City has no existing or projected development or use for the property. The best price and utilization has been negotiated and the proposed utilization of the property and its development are for use benefiting the City and its citizens. SECTION Ill. EXCESS REAL PROPERTY SALE APPROVAL. The Purchase Agreement between the City and S&P Management of Florida, LLC, a copy of which is attached hereto and made a part hereof by reference, for the excess real property owned by the City described as: That part of the Southeast Quarter of Section 8, Township 2 South, Range 24 West in the City of Fort Walton Beach Commerce and Technology Park, Okaloosa County, Florida, being more particularly described as follows: Commence at the Heidt and Associates 4” x 4” concrete monument with 3-5/8” brass disk marking the intersection of the south line of said Section 8 and the east line of Hurlburt Air Force Base, for the point of reference. Thence proceed South 87 degrees 27 minutes 15 seconds East along the south line of said Section 8, for a reference bearing, a distance of 800.46 feet to a point on the west right-of-way line of Ready Avenue (80 foot R/W); thence proceed North 01 degree 15 minutes 48 seconds East along said west right- of-way line a distance of 150.00 feet tot he Point of Beginning of the land to be described; thence continue North 01 degree 15 minutes 48 seconds East along said west right-of-way a distance of 800.00 feet; thence proceed North 87 degrees 27 minutes 15 seconds West a distance of 650.42 feet; thence proceed South 01 degree 15 minutes 48 seconds West a distance of 800.00 feet; thence proceed South 87 degrees 27 minutes 15 seconds East a distance of 650.42 feet to the Point of Beginning. Said tract containing 11.95 acres, more or less. Subject to all existing easements of record and further subject to a twenty foot easement along the north property line of the above described property and for the installation, maintenance, repair and servicing of utilities for the benefit of the City of Fort Walton Beach, Florida. is approved and conveyance of the land by the City pursuant to the Purchase Agreement is authorized. The Purchase Agreement contains the imposition of conditions by the City authorized to be imposed by the City. The Mayor, City Manager, and City Clerk are authorized to execute and deliver such deeds 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. apopren: 4 Leela LE, e/ mavor WNomdeK Y2even CY © len OC Apne CITY CLERK ¥“% The form and legal sufficiency of the foregoing has been reviewed and approved by the City Attorney. ITY ATTORNE First Reading: 12-11-01 Second Reading: _12-18-01 [DisPosiric.. PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as the “A oreement”) is made and entered into onthis 18th day of December 2001, by and between the City of Fort Walton Beach, a municipal corporation (hereinafter referred to as “City”) and S&P Management of Florida, LLC, a Florida limited liability company (hereinafter referred to as "Purchaser". In consideration of the mutual covenants and conditions herein set forth, City and Purchaser agree as follows: SECTION I CONVEYANCE The City shall convey title to the real property described in Exhibit “A” (hereinafter referred to as the “Real Property”), with the reservation of a twenty foot easement along the north 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 servicing 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 the City, and subject to matters contained in Paragraph X and those otherwise accepted by Purchaser. SECTION PURCHASE PRICE The purchase price is one million twenty seven thousand five hundred dollars ($1,027,500.00) which Purchaser agrees to pay to City as follows: A. $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 provided herein, the $5,000 earnest money deposit is forfeited to the City and the parties are discharged herefrom. B. $670,620.44 by certified funds issued by a local bank, payable at closing. C. $351,879.56 earnest money deposit, to be deposited with City Attorney at closing. Once Purchaser completes the remediation and clean up of the real property as described in Section VI of this Agreement, $351,879.56 of the earnest money deposit will be distributed to Purchaser. SECTION III EFFECTIVE DATE The date of this Agreement (“Effective Date”) will 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 approving this Agreement. The ordinance adoption process is a dynamic process subject to public participation and the ordinance adoption process is discretionary with the Council. Therefore, City may unilaterally withdraw from the Agreement if the City Council fails to adopt the ordinance on or before 5:00 P.M., January 9, 2002. Page 1 SECTION IV DEED The conveyance will be by special municipal warranty deed with covenants executed in proper form for recording so as to convey that City is lawfully 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 persons claiming by, through, or under it, but against no other. SECTION V 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 discharged 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 potential lienors known to the City and further attesting that there has been no improvements to the Real Property for 90 days immediately preceding date of closing. If the Real Property has been improved within that time, the City shall deliver releases or waivers of construction liens executed 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 affirming 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. The City agrees not to create or implement any tax or assessment against the Purchaser or the Rea! Property that would single out the Purchaser or the Real Property from the other property owners of Fort Walton Beach, Florida. SECTION VI CLEAN UP AND REMEDIATION COSTS Upon Seller’s disclosure of possible contamination of the Real Property, Purchaser obtained a Summary Report of Phase II ESA/Phase III Remedial Activities on the property. A copy of the Summary Report is attached as Exhibit “B”. Upon execution of this agreement, Purchaser hereby agrees, in a timely manner, to clean up all environmental contamination as identified and described in Exhibit “B” on both the Real Property and the neighboring property described in the attached Exhibit “C”. All remediation and clean up costs are the sole responsibility of Purchaser. Upon presenting certification that the remediation and clean up process has been completed from PPM Consultants, Inc., or other environmental engineering firm that is acceptable to the City, earnest deposit money funds in the amount of $351, 879.56 will be released to Purchaser. Page 2 SECTION VII CLOSING This transaction shall be closed and the deed and other closing papers delivered on or before January 31, 2002, conditional on the Purchaser receiving all permits required to construct and operate the transfer facility. The closing date may be extended by the parties in writing. SECTION VIII PLACE OF CLOSING Closing shall be held at the office of the attorney for the City. SECTION IX DOCUMENTS FOR CLOSING The City shall furnish deed, mechanic’s lien affidavit, and corrective instruments, at the expense of the City. SECTION X RESTRICTIONS; EASEMENTS; LIMITATIONS Purchaser shall take subject to zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions, and public 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. SECTION XI OCCUPANCY The City warrants there are no parties in possession of the Real Property other than the City and possession shall be delivered to the Purchaser at closing. SECTION XI ASSIGNABILITY Purchaser may not assign Agreement. SECTION XIII 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. Page 3 SECTION XIV 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 any one 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. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective three (3) business days after deposit with the Postal Service. Notice by telegram or overnight express delivery service shall be deemed effective one (1) business day after transmission to the telegraph company or after deposit with the express delivery service. For purposes of notice, demand, request, reply or payment, the address of the City shall be: Reid Silverboard City of Fort Walton Beach P.O. Box 4009 Fort Walton Beach, Florida 32548 with copies to: J. Jerome Miller, City Attorney 415 Mountain Drive, Suite 3 Destin, Florida 32541 The address of the Purchaser shall be: Patrick F. James, Sr. S&P Management of Florida, LLC P.O. Box 1165 Daphne, Alabama 36526 With copies to: Kirby H. Williams Attorney