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Item Q11 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: January 19.2005 Division: County Administrator Bulk Item: Yes No -X- Department: County Administrator AGENDA ITEM WORDING: Approval of Agreement between Monroe County, the City of Key West and Florida Communities Trust for the sale and purchase of property located on Stock Island, and approval of Resolution. ITEM BACKGROUND: The BOCC directed the County Administrator to proceed with negotiations for the sale of the Stock Island Public Service Building property to the City of Key West for the Botanical Gardens, The Florida Communities Trust (FCT) has awarded the City of Key West a grant from the FCT's Florida Forever Program to purchase this property to be used to restore and preserve the area from development and provide a recreational park for outdoor recreational purposes. The title to the property will be conveyed directly to the City of Key West. PREVIOUS RELEVANT BOCC ACTION: As stated above and previous discussions held by the BOCC regarding usage ofthe property. CONTRACT/AGREEMENT CHANGES: New Agreement. STAFF RECOMMENDATIONS: Approval. TOTAL COST: BUDGETED: Yes No COST TO COUNTY: SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH_ Year APPROVED BY: County Atty _ OMB/Purchasing _ Risk DIVISION DIRECTOR APPROVAL: ---;Z:- DOCUMENTATION: Included X Not Required_ DISPOSITION: I AGENDA ITEM #~ MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: City of KW, FCT Contract #_ Effective Date: 01119/05 Expiration Date: Contract Purpose/Description: Agreement for the sale and purchase of property located on Stock Island, formally known as the Public Service Building property. Contract Manager: Debbie Frederick 4741 County Administrator/Stop # I (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 01119/05 Agenda Deadline: 01104/05 CONTRACT COSTS Total Dollar Value of Contract: $ 4.5 Million Budgeted? YesD No 0 Account Codes: Grant: $ County Match: $ Current Year Portion: $ - - - - ---- - - - --- - - - - - - ----- Estimated Ongoing Costs: $ (Not included in dollar value above) ADDITIONAL COSTS /yr For: (eg. maintenance, utilities, janitorial, salaries, etc.) - - - - ----- CONTRACT REVIEW Date In Changes Needed~ YesDNo~ Date Out O.M.B./Purchasing /':'(0t6 YesD No~ _ YesDNo~ Ilb.k~' YesD No~ ~~ -:/ ~ . If) /;'l~s- Division Director Risk Management County Attorney Comments: OMB Form Revised 2/27/01 MCP #2 Project: Key West Botanical Gardens Project #: 03-034-FF3 Parcel #: Monroe COWlty Contract #: Property Tax 1.0.#:72080.0018 OPTION AGREEMENT FOR SALE AND PURCHASE TillS AGREEMENT is made this day of ,20-, between MONROE COUNTY, FLORIDA. whose address is c\o Thomas Willi, COWlty Administrator, 1100 Simonton Street, Room 2-205, Key West, Florida 33040 as "Seller", and the FLORIDA COMMUNITIES TRUST,anooregulatayagmcywitbin the Department of Community Affairs, ("Acquiring Agency") whose address is 2555 Shumard Oak Boulevard, Tallahassee, Florida 32399, and the CITY OF KEY WEST, a municipality within Monroe County, Florida, ("Local Government"), whose address is 525 Angela Street, Key West, Florida 33040. 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 Monroe County, Florida, described in Exhibit "A", together with all improvements, easemwts 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 9K-8.011, Florida Administrative Code, and ending on May 16,2005 ("Option Expiration Date"), unless extended by other provisions of this Agreement In the event Acquiring Agency's Purchase Price (as hereinaftec defined in paragraph 3.A) or Local Government's Purchase Price (as hereinafterdefinedinparagraph3.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 FOUR MILLION FIVE HUNDRED THOUSAND and no/100 Dollars ($4,500,000.00) which, after reduction by the amount of the Option Payment, will be paid by Acquiring Agency and Local Government at closing. Seller hereby authorizes Acquiring Agency to issue a state warrant directly to an escrow agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the escrow agent to pay Seller's expenses of sale and real estate taxes. This ToW Purchase Price presumes that the Property contains at least 5.015 total acres, 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 $3,375,000.00 or 75% 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 $1,125,000.00 or 25% of the final adjusted Total Purchase Price for the Property as determined in accordance with paragraph 3.B. ("Local Government's Purchase Price"), will be paid to Seller by Local Government check at closing. The Total Pw-chase Price is subject to adjustment in accordance with paragraph 3.B. The detennination of the fmal Total Purchase Price can only be made after the completion and approval of the survey required in paragraph 5. This Agreement January 7, 2005 03-034-FF3 Page 1 is contingent upon approval ofT ota1 Purchase Price, Acquiring Agency's Purchase Price, and Local Government's Purchase Price by Purchaser and upon continnation 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-8.007, 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 in accordance with this Agreement. If such notification is not accomplished, Acquiring Agency may 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. Local 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. Acquiring Agency and Local Government agree that the Local Government 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 Local Government will take place at the closing, in exchange for the payments to be made by Acquiring Agency and Local Government to Seller 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 T otaI Purchase Price stated in paragraph 3.A. exceeds the fmal Maximum Approved Purchase Price of the Property, the T ota1 Purchase Price will be reduced to the final Maximum Approved Purchase Price of the Property. Upon determination of the final adjusted T ota1 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 fmal adjusted Total Purchase Price is less than 95% of the T otaI 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 party shall have any further obligations under this Agreemeat. 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 fmal 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 notice, then Seller shall be deemed to have waived any right to tenninate this Agreement based upon a reduction in the Total Purchase Price stated in paragraph 3,A. 4.A. ENVIRONMENT At SITE ASSESSMENT. Seller shall, at Sellers sole cost and expense and at January 7, 2005 03-034-FF3 Page 2 least 30 days prior to the Option Expiration Date, furnish to Local Government and Acquiring Agency an environmental site assessment of the Property which meets the standard of practice of the American Society of Testing Materials ("ASTM"). Seller shall use the services of competent, professional consultants with expertise in the environmental site assessing process to determine the existence and extent, if any, of Hazardous Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter dermed in paragraph 4.B.). The examination of hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I environmental site assessment, such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions section of the assessment reports evidence of recognized environmental conditions, then a Phase IT Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I environmental site assessment and to confIrm the presence of contaminants on site. The environmental site assessment shall be certified to Purchaser and the date of certification shall be within 45 days before the date of closing. Purchaser shall reimburse Seller for the Acquiring Agency approved cost of the environmental site assessment, not to exceed $8,000.00 upon Seller's submission of the necessary documentation to Acquiring Agency which evidences pa)ment in full of the environmental site assessment costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser. 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 terminate 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 governmeotal 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 I % 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. 5. SURVEY. Seller shall, at Sellers 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 land 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 and the cost of the Survey 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. Purchaser shall reimburse Seller for the Acquiring Agency approved cost of Survey, not to exceed $15,000.00, upon Seller's submission of the necessary documentation to Acquiring Agency which evidences payment in full of the Survey costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser. 6, TITLE INSURANCE. Seller shall, at Sellers sole cost and expense and at least 35 days prior to the January 7, 2005 03-034-FF3 Page 3 Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by an owner's marketable title insurance policy (AL T A 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. Purchaser shall reimburse Seller for Seller's cost for the owner's title insmmce policy required hereunder. Pw-chaser's reimbursement shall not exceed an amount which is equal to the minimum promulgated rate permitted by the Florida Insurance Commissioner's rules and regulations. Purchaser shall not be required to reimburse Seller until Seller has submitted the necessary documentation to Acquiring Agency which evidences payment in full of the title insurance cost by Seller and until the final owner's title insurance policy has been received and approved by Acquiring Agency. This reimbursement is contingent upon a sale of the Property to Purchaser. 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 Pw-chaser, 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 a reduction in the Total Purchase Price by an amount determined by Acquiring Agency, (b) accept the title as it then is with no reduction in the T otaI Purchase Price, ( c) extend the amount of time that Seller has to cure the defects in title, or (d) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement. 8. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Local Government a deed in accordance with Section 125.411, 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 of record and acceptable encumbrances in the opinion of Purchaser and do not impair the marketability of the title to the Property. The grantee in Seller's Deed shall be the CITY OF KEY WEST. 9. PREPARATION OF CLOSING DOCUMENTS. UponexecutionofthisAgreemem, 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, the title, possession and lien affidavit certified to Purchaser and title insurer in accordance "ith Section 627.7842, Florida Statutes, and an environmental affidavit. The deed title, possession and lien affidavit and environmental affidavit shall be prepared on Acquiring Agency forms which will be 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. January 7, 2005 03-034-FF3 Page 4 11. EXPENSES. Seller will pay the documentary revenue stamp tax 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 instruments 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 Local Government 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 Local Government acquires fee title to the Property on or after November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. 13. CLOSING PLACE AND DATE. 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 docwnentation 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 ofIoss <rdamage to the Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Local Government 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. RIGHT TO ENTER PROPERTY AND POSSESSION. SelleragreesthatfromthedatethisAgroement 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 Local Government 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. DEF AUL T. 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 pennitted by law or in equity resulting from Seller's default. In connection with any dispute arising out of this Agreement, including without limitation litigation and appeals, Purchaser will be entitled to recover reasonable attorney's fees and costs. 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 January 7, 2005 03-034-FF3 Page 5 disclosed on the disclosure statement required in paragraph 9. Seller shall indemnity and hold Purchaser hannIess 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 COWlty or counties. 20. ASSIGNMENT. This Agreement may not be assigned by either Party without the prior written consent of the other Party. 21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement. 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. ENTIRE AGREEMENT. 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 . WAIVER 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. SURVIVAL. The covenants, warranties, representations, indenmities 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. January 7, 2005 03-034-FF3 Page 6 30. COUNTY RESOLUTION. Seller will execute a County resolution which shall be made in lieu of the Beneficial Interest Affidavit and Corporate Addendum stating the Seller is the record owner of the property and has the authority to dispose of the property in accordance with the provisions of this Option Agreement For Sale And Purchase. The resolution shall also include language as follows: The Monroe County Commission, Florida, does hereby certify to the City of Key West and the Florida Communities Trust that, in conjunction with the sale of the real property legally described on the attached Exhibit "A" by Momoe County, Florida to the City of Key West, no Member of the Monroe County Commission will receive monetary compensation from the proceeds of said sale noc does any Monroe County Connnissioo Member have a personal interest in the subject transaction, THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE JANUARY 31,2005, TIllS OFFER WILL BE VOID UNLESS THE PURCHASER. AT ITS SOLE OPTION, ELECTS TO ACCEPT TIllS OFFER THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT, TOTAL PURCHASE PRICE, ACQUIRING AGENCY'S PURCHASE PRICE, AND LOCAL GOVERNMENT'S PURCHASE PRICE BY PURCHASER. (2) ACQUIRING AGENCY'S GOVERNING BODY GRANTING PROJECT PLAN APPROVAL IN ACCORDANCE WITH RULE 9K-8.011, 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. THE ACQUIRING AGENCY'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS CONTRACT IS CONTINGENT UPON AN ANNUAL APPROPRIA nON BY THE LEGISLATURE. THIS IS TO BE A LEGALLY BINDING CONTRACT, IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. Attest_DANNYL. KOLHAGE, CLERK By: SELLER MONROE COUNTY, FLORIDA By: MAYOR DIXIE M. SPEHAR Deputy Clerk (OFFICIAL SEAL) Approved as to Form By ~k- ~ I/O~5 Date signed by Local Government January 7, 2005 03-034-FF3 Page 7 Approved as to Form and Legality By: Trust Counsel Date: PURCHASER LOCAL GOVERNMENT aTY OF KEY WEST Witness as to Local Government By: Name Its: Witness as to Local Government Attest: (Clerk or Deputy Clerk) (OFFICIAL SEAL) Approved as to Form and Legality Date signed by Local Government By: Date: STATE OF COUNTY OF ) ) ) The foregoing instrument was acknowledged before me this day of . 20-, by as of the CITY OF KEY WEST, Florida on behalf of the Local Government. They are personally knovm to me. (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: January 7, 2005 03-034-FF3 Page 8 PURCHASER ACQUIRING AGENCY FLORIDA COMMUNITIES TRUST Witness as to Acquiring Agency By: JANICE BROWNING, Director Division of Housing and Community Development Witness as to Acquiring Agency Date signed by Acquiring Agency STATE OF FLORIDA ) ) COUNTY OF LEON ) The foregoing instrument was acknowledged before me this day of , 20-, by JANICE BROWNING, Director, Division of Housing and Community Development of the Florida Communities Trust, on behalf of the Acquiring Agency. She is personally known to me. (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No,: My Commission Expires: January 7, 2005 03-034-FF3 Page 9 EXlDBIT tf A" Le2a1 DescriDtion A portion of Govemment Lot 1 of Section 34, TOmlShip 67 South, Range 25 East, Monroe County, Florida. 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""'. . ir..", :, -r:.. ~..," ':, ',0';.' I. a",", '." ..:",,;...., . . C'''C'''' ~~.I." "'.~, ,:. ~1II ul,", ~~. ...=. "'...~ :',,,,,, ..". .."C."I"'" .,..........., .If'''.. l'!'.."...; .. ~ : :~::; :': .:[.. [tr:t'C ~...... :;) [ . [Itc~"r ~...... 'I:~~ '.''''..aYe....... 5~... SIt. ,~... . :.'. ,':.... ."". t::r':~ ~'>... S ~ ~.. E~e.'~ "0-'.".''''" "~'. """'0""""'''' .. . ~ ~ "tr '."<"" , .. .. .., ,.~ III':'" \,). s. o \~OO' '. " ---- ----- 1'.'''_- I.~"":""- '.. ')I'iI~ ,......01-1-. ~- 04-110 -"-- --- ".~. .", ,f ....'{5'; i:"'~-::ts.;:: ... = '5,;\ !.::.~" " ~,;,'''''.,Ilj ---- ----.- ..----- -- -- --------- -- .----. '-- -. . Public Service Building Property legal Description. Prepared by undersinged: Being a part of land located on Stock Island. Monroe County, Florido and being more particularly described as follows: Beginnin9 ot coordinates of which are N 87,268.27 ond E 407,S59.07, based on the United States Coast and Geodetic Survey's Mercator Grid Coordinate System, Florida East Zone, 1983, which has for its zero coodinates a point at latitude 24'20'OO~North and SOO,OOO feet West of longitude 81'00'00 ", said point being the intersection of the Easterly Right -of-Way ~ne of Junior College Rood and the Northerly Right-of-Way line of U.S. Highway No. 1 (State Rood No, 5), ot the Westerly end of Junior College Rood; ; thence N,70"40'03NE., along the said Northerly Right-at-Way Line of US Highway No. 1 0 distance of 21.39 feet; thence N,04"20'14 "W" a. distance at 784.40 feet; thence S.89'21'03"W., 0 distance of 111.41 feet; thence S.S8"05'S.3"'W., o distance of 304,38 feet; thence 5.34' 13'10"[., a distance of .35.93 feet: thence 540'13'12"W" a distance of 143.60 teet to the said Easterly Right-of-Way Line of Junior College Road; thence 5.39'47'1 rE., a distance of 135,S9 feAt to the point ot curvature of a curve to the left, having: a radius ot 361.02 feet, a central angle of 14'2S' 40", 0 chord bearing 01 S 47' 00'07-E. and 0 chord length of 90,67 feet; thence along the ore of said curve, on ore length of 90.91 feet to the point of tangency of said curve, thence 5,54'12'57"E., a distance of 272.56 feet to the point at curvature of o curve to the right, having: 0 radius of 26S.00 feet, 0 central angle of 35' 06'00", 0 Chord bearing of 5.36'39'S8N[. and 0 chord length of 159.82 feet, thence olong the arc of said curve, on' arc length of 162,34 feet to the .pt>int of tangency of said curve; thence 5,19'06'58"E., a distance of 36.16 feet to the Point of Beginning Parcel contains 209036 square feet or 4.BO acres, more 0'- less. LEGEND P.O.B. - Point of Beginning P.O.C. - Point of Commencement D - Deed C - Calculated O.R. - Original Record Ingress/Egress &- Utility Eosemel7t 017 RE 72080-001800 Slock /s/Ol7o; 170rloo This sketch 01' legal descnption is I'or Illustrative purposes onty. This is not a survey. 100 0 100 200 ~i~J~ MONROE COUNTY PUBLIC WORKS ENGINEERING DEPARTMENT 10600 AVIATION BOULEVARD MARATHON, FLORIDA 33050 305-289-6074 >:';""N'~,-,; :~i.':.:~";<')',; .~(_.:,_>JT" c), .~ /.... ,->;t '::,.-:f'/:.<~r: f,:<'-. '':;'}f''! '...~': ~ ~ ~ V) ....... ~ ~ ~ ~ ~ ~ ~ % ~ ~ ~ ):~.'" !'f....-i)..: , " I f)1)' ~ - :~~;" ',iti :,':~r Ingress/Egress and Utility Easement On RE 72080-001800 Stock Island, Florida The following legal description describes a parcel of land located on Stock Island in Government Lot I of Section 34, Township 67 South, Range 25 East to be retained as an ingress/egress and utility easement by Monroe County. Said parcel of land also being a portion of Tract 2 (Project No. Fla.8-906-F) as described in OR G-56, Page 58 found on record in the Clerk's Office of Monroe County, Florida and being more particularly described as follows: Commencing at the point of intersection of the centerline of the former Florida East Coast Railway main track extended southwesterly from Stock Island with the centerline of Roosevelt Boulevard on the island of Key West; thence N 710 19' E along the centerline of the former Florida East Coast Railway main track a distance of 1607.24 feet; thence N 4006'41" W a distance of 181.44 feet; thence continue N 4006'41" W a distance of 707,86 feet; thence West a distance of 111.49 feet; thence S 58044'50" W a distance of305.40 feet; thence S 54030'16" E a distance of32,23 feet to the Point of Beginning of an ingress/egress and utility easement to be retained by Monroe County; thence S 54030' 16" E a distance of 44,84 feet; thence S 35029'44" W a distance of203.22 feet; thence N 38043'21" W a distance of64.19 feet; thence N 40042'13" E a distance of 186,53 feet to the Point of Beginning, containing 0.240 acres more or less. LEGEND P.O.B. - Point of Beginning P.O.C. - Point of Commencement D - Deed C - Calculated O.R. - Original Record Property Retoi/7ed lor Boysl7ore 0/7 RE 72080-00! 800 Slock /5/0/70; Flor/do This sketch of /ego/ descrtj;tion is for i//ustrotive purposes onty. This is not 0 survey. 100 0 100 200 ~~~4 MO/7or MONROE COUNTY PUBLIC WORKS ENGINEERING DEPARTMENT 10600 AVIATION BOULEVARD MARATHON, FLORIDA 33050 305-289-6074 ,:>\<~l' .:-:"'.>'.;', ':,J .r. ': ~ ~ ~ V) " ~ ~ ~ ~ Cb ~ ~ % ~ ~ %. "r': , -::C-.G~ .'J<:' ');' ':,,<'~('i', "<."'>'~ .,. . ,."" .'c, :.i',~cr :>;::;>'C)./, .. 'N.: '(." ':'t ':/,,:,. ",! '.-ft.': p..:, :::-":ci'.~",,'] ~.UJ,(oe ,>}~L~_. <:l- Property Retained for Bayshore Manor On RE 72080-001800 Stock Island, Florida The following legal description describes a parcel of land located on Stock Island in Government Lot I of Section 34, Township 67 South, Range 25 East to be retained by Monroe County for the benefit of Bayshore Manor (RE 72080-002000). Said parcel of land also being a portion of Tract 2 (Project No, Fla.8-906-F) as described in OR G-56, Page 58 found on record in the Clerk's Office of Monroe County, Florida and being more particularly described as follows: Commencing at the point of intersection of the centerline of the former Florida East Coast Railway main track extended southwesterly from Stock Island with the centerline of Roosevelt Boulevard on the island of Key West; thence N 710 19' E along the centerline of the former Florida East Coast Railway main track a distance of 1607.24 feet; thence N 4006'41" W a distance of 181.44 feet; thence continue N 4006'41" W a distance of 707.86 feet; thence West a distance of 111.49 feet; thence S 58044'50" W a distance of305.40 feet to the Point of Beginning ofa tract of land to be retained by Monroe County; thence S 54030' 16" E a distance of 32.23 feet; thence S 40042'13" W a distance of 186.53 feet; thence N 38043 '21" W a distance of 88.14 feet; thence N 58044'50" E a distance of 176.09 feet to the Point of Beginning, containing 0.245 acres more or less. JAN-10-05 l~,~~ r~UM'MUN~U~ ~UUN.. M... urr.~~ 'LI.oJlLIw",-,.c.w_a._ MlDDm\M (IMPRO~D) A. RAdon Gas. Hadon ia a naturally occurring radi.oacti.ve gaa t~at, 'When it. has iIocc\.IDllat.ed ~n a builc:ling in sufficient quant~ties, .!'My present healt.h r~sks to per50n~ who art' eXl,osec:l to it. over tillle. Levell!! of radon tha.t axceed fec:lerill ;and stolt.e guidelines havo been found in I::u~ldinga J.nFlorid;a. AddJ.tional intonnat.1on regarchnq radon and radon testing IlIA)' be ob-t.aincc:l from you~: county pw:>l1c heu1:h unit. This notice 1s being provided in accordance with Sect10n 404.056(8), Ylorid~ Statutes. purchaser _y, at its sole CO;jt and expense, have toe building's that will .l::lIIIIIain on t11. PI;Operty inspected And tested for radon 9&5 or radon progeny by a qualified proft!:t:tional propel:ly cert ified by the' i'lotid., Department ot Health 4nd Rehabilit4tive Services. It radon gu or radon progeny is discovered, ~ch_..r shall hav.. t:.he opticn to either; (al accept tM Property as it th8l1 is wi1:1\ no red.lction in tbe Pw:chase Price or (bl t;erlllinate this Agreement, th~.reupon releasing Purchaser and Sel).t!I~ from all. further obl~q.t;J.ons unde~ thi~ Agreement. B. Wood Destroying Orqul8111S Inspection Repor1;. Purchaser _y, at it.s sole cost ~ expense, obtain a Wood oeat.roY:lDg Orguu._ Xnspectl.on bport ..(ie by a state lieetuaed pest control firm shClljol':i.nq tlI. buildings that are to remain on the Property to be visibly free of infestation OJ: dulage by teJmite~ or oeher wood-destroyinq pests. It the report shows ~ueh infest.at.J.on or damage, Pur~haser shall have th~ option to either: (al accept the Property as it then ~s wit;h no reduction in the PurchAse Price Of (b) te~nate ehi~ Aqre~ment, th~r~upon releasinq Pu.l::~&ser and Seller from all further ~Dligations under this Agreement. e. Maintenance of IlIIProv_nts _ Seller Shllll, if required by Purchaser, Il&int:8in t.he roof., doors, floo:n, steps, wJ.nclc.w, exter~or _lIs, fOUDdatian.s, all other stJ:\lCtu.ra.l canpOl'le.Dts, _jor appli.,neell and heating, cooling, eJeetrieal and plunbing sy.t.ams on all improv~t.. ~t will remain OD the prDpeJ:ty in good working ordar ".nd repair up to the d4te of closing_ Pu:cchase.r lillY, at its expense, have inlipecticms made of sald items k.Y 1~cens.4 persons dea11ng in the ropeJ.r and DlA1ntenance thereof. It the inspection reve.l. tha~ any of the i8Pro~ements that will rbmAin on the ~~ope&ty are in need of &epair, Purchaser ahall have the optic.n to either: (a) Accept t.he Property as it then i. with no reduction in the Purchase Price 01: (b) tarlllL'1ate th~s AqrlllGmbnt, thereupon releasing Purchaser and se!:.er from _11. further obli'1AtioDJI under ttia Aqree_nt.. DLLD PUIlCBMU ~ COWI'!'lr, ~JDA. LOCAL GOVZIlIIMDI'r crOff 011 DY ._or By: Name: Ita: By: NAIM:: Its: fiato s~qnecl by Selle,r Date s~9D.d by Purchaser n,QIlmA ~:t'rIZS 'DlVS'r By: o1an;i.oe Br:oWlQ.AlJ, Director Date s~qned by PurChaser IHPURADD.FCT R!."V. 04/12/01 J~nu.ry 10, 2005 03-034-FF3 Page 11 RESOLUTION NO. -2QOS A RESOLUTION BY THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT FOR SALE AND PURCHASE OF THE PROPERTY LOCATED ON STOCK ISLAND, KNOWN AS THE PUBLIC SERVICE BUILDING PROPERTY BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as follows: Section 1. This Resolution is made in lieu of the Beneficial Interest Affidavit and Corporate Addendum. Section 2. Board of County Commissioners of Monroe County is the record owner of the property and has the authority to dispose of the property in accordance with the provisions of the Option Agreement for Sale and Purchase. Section 3. No Monroe County Commissioner will receive monetary compensation from the proceeds of the sale of the real property legally described on the attached Exhibit "A" by Monroe County, Florida to the City of Key West, Florida, nor does any County Commissioner have a personal interest in the subject transaction; Section 4. The Mayor/Chairman is hereby authorized to execute the Option Agreement for Sale and Purchase of the property legally described on the attached Exhibit "A" to the City of Key West, Florida. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 19th day of January, 2005. Mayor Dixie M. Spehar Mayor Pro Tern McCoy Commissioner Nelson Commissioner Neugent Commissioner Rice (SEAL) Attest: DANNY L.KOLHAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Deputy Clerk By Mayor/Chairperson jressalePSB MEMORANDUM Office of the County Administrator TO: Board of County Commissioners FROM: Thomas J. Willi, County Administrator DATE: January 10,2005 SUBJECT: Sale of Public Service Property to Key West and FCT As you are aware the County has issued a willing seller letter to Florida Community Trust (FCT) and the City of Key West for this parcel. At the December 2004 BOCC meeting, the Board directed the County Administrator to investigate the specific aspects of the sale as well as search for properties to locate much needed County Public Works and Fire Department facilities. The following update is provided to assist the BOCC in making this policy decision. Delbert Harvey of FCT was contacted and the sale price of the property was discussed. The offer from FCT stated that the actual size of the property will determine the actual price to be paid by FCT. Mr. Harvey and I discussed the discrepancies between his records and the County's relative to the parcel size. Mr. Harvey stated that the offer of $4.5 million would be the minimum amount paid to the County, regardless of the actual size of the parcel. Additionally, we discussed the possibility of selling less than the whole parcel, retaining a piece under County ownership and use. This option would not be available due to the fact the FCT grant is point based and the award of the grant had taken the parcel size into consideration. While this issue was not fully vetted, the possibility that the grant award would be withdrawn based upon the smaller parcel receiving a smaller point score is most probable. Staff has located two properties, with willing sellers, for possible siting of the County's Public Works and Record Storage Facility, both on Rockland Key. Staff has discounted one parcel, a five (+) acre property along Calle Dos, due to its proximity to existing residential properties and the limited access and depth of the property. The other parcel is approximately 3.275 acres located behind the Aultman facility. This parcel is more in line with the County's needs and priced attractively. The County Attorney's office has been asked to draft a contingent sale contract for BOCC approval for this parcel. The last issue to be resolved is the locating of property for the Stock Island Fire Station. Upon review of the needs for the area, as well as taking the availability of property into consideration, staff is recommending an addition to and reconstruction of the station on the existing site. Staff is investigating the vacation of a portion of right-of-way alongside the station to facilitate the expansion of the building footprint and to allow the design of truck bays with drive-through capabilities. Barring any major complications to the existing site, I recommend that we reconstruct on the existing property and no longer seek alternate sites for this facility. Confirmation has been received from Peter Horton, Director of Airports concerning the future expansion of the rental car lease and purchase of the existing DPW buildings at Key West Airport. A lease containing the proposed changes will be placed on the February agenda for BOCC consideration. Based upon the above information, I recommend sale of the Public Service Property to Key West and FCT, purchase of the Rockland Key property to facilitate DPW and that the existing Stock Island Fire Station remain in its present location relieving the County of the expense of securing new property for this use. Please advise if additional information is needed. Q\\