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Item B1 ~ v MONROE COUNTY LAND AUTHORITY 1200 TRUMAN A VENUE, SUITE 207 · KEY WEST, FLORIDA 33040 PHONE (305) 295-5180 · FAX (305) 295-5181 MEMORANDUM To: James Roberts, County Administrator From: Mark Rosch, Executive Director f'v.. {) Monroe County Land Authority I ~ Date: January 23, 2003 Subject: Land Authority Agenda Items for February 3, 2003 BOCC Special Meeting Please include the following items on the Board of County Commissioners agenda for the above referenced meeting at 9:30 AM. LAND AUTHORITY GOVERNING BOARD 1. Approval to purchase a portion of the Navy Poinciana Housing complex in Key West for affordable housing. (Continued from January 15, 2003 meeting) J3 LAND AUTHORITY GOVERNING BOARD AGENDA ITEM SUMMARY Meeting Date: February 3, 2003 Bulk Item: Yes No X Department: Land Authority Agenda Item Wording: Approval to purchase a portion of the Navy Poinciana Housing complex in Key West for affordable housing. (Continued from January 15, 2003 meeting.) Item Background: This purchase is proposed to provide affordable housing within the Key West Area of Critical State Concern in partnership with the Key West Housing Authority. The City of Key West has nominated the subject property, which consists of 144 units of existing multi-family housing, for purchase by the Land Authority. The Navy is now offering the property for sale at a price of $16.5 million and has asked that the local governments involved commit to the purchase by February 6, 2003. The Land Authority's FY 02/03 budget for tourist impact tax revenue collected within Key West is $2.2 million. Negotiations are currently underway regarding how the transaction will be structured and what the Land Authority's role will be. One proposal being discussed calls for the Land Authority to pay 10% of the purchase price and for the Housing Authority to issue bonds to finance the remainder of the purchase price, with the property title ultimately vesting in the Housing Authority. In order to meet the February 6, 2002 deadline, the staff hopes to present a negotiated agreement for consideration at the Board meeting. Advisory Committee Action: The Advisory Committee will consider this item on January 27,2003. Previous Governing Board Action: None. Contract/Agreement Changes: N/A Staff Recommendation: To be presented at the Board meeting. Total Cost: $ To be determined Budgeted: Yes No Cost to Land Authority: $ To be determined Source of Funds: Tourist impact tax collected in Key West. Approved By: Attorney Land Steward Executive Director Approval: .Ai'-] .\ ~ . I' \@arid Rosch Documentation: Included: X To Follow: X Not Required: Disposition: Agenda Item LA #1 c3 is:~ Oeo ....J u.. w ~ ;;r~~ ct: o is: o ....J u.. u.. o en I::: ~ ~ w Q~ o~ :::I o 0' .' '. ffi't ." '... ~ :.- ... '''- iii """'"'...--- -, - . . . \ 10 .. i,'$'~ 'r~ ~~. . ~ ... .. ~.".,." .b( ~: ." . '. ~ . ';~', .... ~: .t r;,. · \'...... '.:lJ.l' \ 2" 'ti- ...' . ........-...... MONROE COUNTY LAND AUTHORITY 1200 TRUMAN AVENUE, SUITE 207 · KEY WEST, FLORIDA 33040 PHONE (305) 295-5180 · FAX (305) 295-5181 MEMORANDUM f,~ \.Lp ~r- I~ E;. ", O'.L/ ,oJ J 03 s-fee, 0..\ ~cd)cr TO: land Authority Governing Board FROM: Mark Rosch, Executive Director Monroe County land Authority (v1fl- ,--- DATE: January 28, 2003 SUBJECT: Agenda Documentation for Navy Poinciana Housing Complex in Key West At the land Authority special meeting on February 3, 2003, staff will recommend that the Board adopt the attached resolution, which authorizes the Chairman to execute an interlocal agreement and promissory note regarding the land Authority's partiCipation in the purchase of 21 acres of the Navy Poinciana Housing complex for affordable housing. The current proposal calls for the Key West City Commission, in its capacity as the Naval Properties local Redevelopment Authority, to execute an offer/contract to purchase the property from the Navy for $15.1 million. The land Authority would provide the required 10% deposit ($1,510,000) in the form of a promissory note to the Navy. The proposed interlocal agreement with the City calls for the land Authority's funding to be secured by a 3D-year zero-interest mortgage at closing. In the event the transaction fails to close, the offer/contract has been negotiated to include title, survey, and financing contingencies to provide for the return of the land Authority's promissory note. If for some unforeseen reason the transaction fails to close and the deposit is at risk of being lost, the interlocal agreement calls for the City to assume responsibility for payment of the promissory note. Although the land Authority would not be a party to the offer/contract, a copy of the document is included with this memo for the Board's information. The Navy has set a deadline of February 6, 2003 for submittal of the offer/contract. On January 27, 2003 the land Authority Advisory Committee considered this proposal and voted to recommend approval. The City Commission is scheduled to consider the proposal at a special meeting on January 30, 2003. J3 RESOLUTION NO. A RESOLUTION OF THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY AUTHORIZING PARTICIPATION IN THE PURCHASE OF THE POINCIANA HOUSING COMPLEX TO PROVIDE AFFORDABLE HOUSING. WHEREAS, section 380.0666(3), Florida Statutes (FS) and section 9.3-2, Monroe County Code, empower the Monroe County Comprehensive Plan Land Authority (hereinafter "Land Authority") to acquire an interest in real property for the purpose of providing affordable housing to very low, low, or moderate income persons as defined in section 420.0004, FS, where said acquisitions are consistent with a comprehensive plan adopted pursuant to Chapter 380, FS; and WHEREAS, the United States of America, acting by and through the Department of the Navy, currently owns 21.61 acres of the Poinciana Housing Complex, said property being developed with 144 residential units, having the tax folio number 64740-000300, and being more particularly described in Exhibit A (hereinafter "subject property"); and WHEREAS, the Resolution 02-165 of the City of Key West nominates the subject property for acquisition as affordable housing; and WHEREAS, on January 27, 2003 the Land Authority Advisory Committee voted 3/0 to recommend approval of the Land Authority's participation in the transaction via the proposed promissory note and interlocal agreement; and WHEREAS, the Governing Board wishes to approve the Advisory Committee's recommendations; NOW, THEREFORE, BE IT RESOLVED BY THE MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY: Section 1. The subject property identified in Exhibit A (Poinciana Housing Complex) is selected for acquisition. Section 2. The Chairman is authorized to execute on behalf of the Land Authority the attached promissory note (Exhibit B) and interlocal agreement (Exhibit C). Page 1 of 2 PASSED AND ADOPTED by the Monroe County Comprehensive Plan Land Authority at a special meeting on this day of 2003. (Seal) ATTEST: Mark J. Rosch Executive Director Approved for Legal Sufficiency Larry R. Erskine MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY Murray E. Nelson Chairman Page 2 of 2 EXHIBIT A LEGAL DESCRIPTION, Miscellaneous Housing Area: A TRACT of land lying on the Island of Key West, Monroe County, Florida and being known as a portion of Lots 1 thru 5, Lots 6 thru 12, Block 17, and Lots I thru 8, a portion of Lots 9 thru 12, Block 18 and land lying North of said Blocks and being more particularly described as follows: COMMENCE at the intersection of the Northerly Right-of-Way line of Duck Avenue and the extension of the Easterly Right-of-Way line of 16th Street, said point also being the Southwest corner of Lot 12, Block 19 of the "KEY WEST" FOUNDATION COMPANY'S Plat No.#2; thence N.70056'OO"E., and along the said Northerly Right-of-Way line of Duck Avenue a distance 660.00 feet to the Southwest corner of said Lot 12, Block 18; thence N.19004'00" W., and along the Westerly line of said Lot 12, Block 18 a distance of 135. 00 feet; thence S.70056'OO" W., a distance of 16.98 feet to the Point of Beginning; thence S.70056'OO"W., a distance of 93.02 feet; thence N.19004'OO"'W., a. distance of 129.38 feet; thence S.86005'47"W., a distance of 29.11 feet; thence N.19037'19'W., a distance of 344.10 feet; thence N.72047'35"E., a distance of 188.81 feet; thence N.40051'10"E., a distance of 208.64 feet; thence N. 65013'55"E., a distance of 105.78 feet; thence N.17037'03"W., a distance of 57.73 feet; thence N.70056'31"E., and along the Northerly Boundary of Poinciana Housing a distance of 925.97 feet to the Westerly Right-of-Way line of 19th Street; thence S.19004'OO"E., and along the said Westerly Right-of-Way line of 19th Street a distance of 533.99 feet; thence S.70056'00"W., a distance of 172.38 feet; thence S.18044'29"E., a distance of 74.73 feet; thence S.37053'13"W., a distance of 78.40 feet; thence S.19004'OO"E., a distance of 131.14 feet to the Northerly Right-of-Way of Duck Avenue; thence S.70056'00"W., and along the said Northerly Right of-Way line of Duck Avenue a distance of 1 ,021.99 feet; thence N.19004'OO"W., and along the said Westerly line of Lot 12, Block 18 a distance of 98.16 feet; thence N.70056'OO"E., a distance of 153.38 feet; thence N.19004'OO"W., a distance of 84.40 feet; thence N.87020'47"W., a distance of 114.08 feet; thence S.02039'13"W., a distance of 6.82 feet; thence N.87020'47"W., a distance of 36.33 feet to a point on a curve to the left, having: a radius of 19.88 feet, a central angle of 80032'18", a chord bearing of S.40014'27'W. and a chord length of 25.70 feet; thence along the arc of said curve, an arc length of 27.94 feet to a point on a curve to the left, having: a radius of 155.85 feet, a central angle of 15052'21 ", a chord bearing of S.1 0049'OO"E. and a chord length of 43.04 feet; thence along the arc of said curve, an arc length of 43.18 feet to the end of said curve; thence S.19018'04"E., a distance of 41.18 feet to the Point of Beginning. Parcel contains 941,316 square feet or 21.61 acres, more or less. EXHIBIT B PROMISSORY NOTE $1,510,000.00 ,2003 FOR VALUE RECEIVED, the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, a land authority pursuant to section 380.0661, Florida Statutes, (hereafter "Land Authority") hereby promises to pay to the UNITED STATES OF AMERICA, acting. by and through the Department of the Navy (hereinafter "Seller") at the Office of Real Estate Sales, General Services Administration, Atlanta, Georgia or at such other place as Seller may from time to time designate in writing, the principal sum not to exceed ONE MILLION FIVE HUNDRED TEN THOUSAND DOLLARS ($1,510,000.00) in lawful money of the United States of America. This Note is made and delivered pursuant to and in implementation of the Offer to Purchase Real Estate and Acceptance ("Offer") made by the Naval Properties Local Redevelopment Authority of the City of Key West (as the "Purchaser"), to Seller, which Offer was executed on behalf of Purchaser on , 2003, for the property known as Poinciana Housing in Key West, Florida (as more particularly described in the Offer). This Note represents the earnest money deposit to be delivered to Seller under Section 2 of the Offer. The principal balance of this Note shall be due and payable in full, without demcnd by Seller, upon close of escrow for conveyance to the Purchaser of the property described in the Offer, as part of the purchase price for the property. In the event of default by Purchaser under the terms of the Offer and Purchaser does not take title to the property, then the outstanding principal amount of this Note shall be due and payable within five (5) days after receipt by Land Authority of written demand from Seller. In the event of default, the prevailing party shall be entitled to reasonable attorneys' fees. This is a nonrecourse Note whereby no Land Authority official or employee has any personal liability for repayment of the sums evidenced hereby. This Note is not negotiable. Neither this Note nor the right to receive any payments of principal hereunder may be assigned or otherwise transferred by the Seller without the express written consent of the Land Authority. ATTEST: MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (Seal) Mark J. Rosch, Executive Director Murray E. Nelson, Chairman Approved for Legal Sufficiency Larry R. Erskine EXHIBIT C INTERLOCAL AGREEMENT FOR THE ACQUISITION OF POINCIANA HOUSING THIS INTERLOCAL AGREEMENT is entered into this day of , 2003, by and between the Monroe County Comprehensive Plan Land Authority, a land authority pursuant to section 380.0661, Florida Statutes, (hereafter "Land Authority") and the City of Key West, a municipal corporation of the State of Florida, (hereinafter "City") in order to establish mutual agreements regarding the Land Authority's participation in the purchase of real property for affordable housing from the United States of America, acting by and through the Department of the Navy (hereinafter "Navy"). WHEREAS, the Navy currently owns 21.61 acres of the Poinciana Housing Complex, said property being developed with 144 residential units, having the tax folio number 64740-000300, and being more particularly described in Exhibit A (hereinafter "subject property"); and WHEREAS, City Resolution 02-165 nominates the subject property for purchase by the Land Authority for affordable housing; and WHEREAS, the City, in its capacity as Naval Properties Local Redevelopment Authority of the City of Key West, intends to execute, as the Purchaser, an Offer to Purchase Real Estate and Acceptance (hereinafter "purchase contract") to the Navy, as the Seller, for the subject property; and WHEREAS, upon entering into said purchase contract, the City intends to assign said purchase contract to the Housing Authority of the City of Key West; and WHEREAS the City requests the Land Authority to finance $1,510,000.00 toward the purchase of the subject property. NOW THEREFORE, the Land Authority and the City do hereby agree as follows: 1) Upon the City's execution of the purchase contract, the Land Authority agrees to contribute $1,510,000.00 toward the City's purchase price, in accordance with the terms of this Interlocal Agreement. 2) The City shall not assign said purchase contract to any party other than the Housing Authority of the City of Key West without the express written consent of the Land Authority. 3) The Land Authority agrees to execute a promissory note in the amount of $1,510,000.00 in favor of the Navy (hereinafter "Note"). Said Note shall be delivered to the City for submittal as an earnest money deposit to the Navy along with the City's purchase contract. 4) In the event the City or its assigns fail to close the transaction and obtain title to the subject property and the Navy alleges a default under the purchase contract, the City agrees to indemnify and hold the Land Authority harmless from any and all liability arising out of said Note, including, without limitation, payment of said Note, attorneys' fees, and providing a defense. Page 1 of 2 5) In the event the City or its assigns close the transaction and obtain title to the subject property, the parties shall perform the following at closing: a) The City or its assigns shall execute a land use restriction agreement in favor of the Land Authority restricting future use of the property to affordable housing for very low, low, or moderate income persons as defined in section 420.0004, Florida Statutes. Said land use restriction agreement shall not expire and may only be released by the Land Authority. b) The City or its assigns shall execute a 30-year, zero-interest promissory note and mortgage agreement in favor of the Land Authority in the amount of $1,510,000.00. c) The Land Authority shall tender to the Navy the $1,510,000.00 represented by the Note. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officials thereto duly authorized. (Seal) ATTEST: MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY Mark J. Rosch Executive Director Murray E. Nelson Chairman Approved for Legal Sufficiency Larry R. Erskine (Seal) ATTEST: CITY OF KEY WEST Jimmy Weekley Mayor Approved for Legal Sufficiency Robert Tischenkel Page 2 of 2 CASH SALE OFFER TO PURCHASE REAL ESTATE AND ACCEPTANCE 1. Subject Property. The ("Purchaser"), hereby offers to purchase from the United States of America, acting by and through the Department of the Navy ("Seller"), the surplus property known as Poinciana Housing, consisting of approximately 21.61 (8.746 hectares) on an lias is, where is" basis, all as more particularly described in the attached description (Exhibit A). This document with Exhibits A - E, shall be referred to hereinafter as the "Offer to Purchase". 2. Terms of Purchase and Sale. 2.1 Purchase Price. The total purchase price for the property Fifteen Million, One Hundred Thousand Dollars ($15,100,000.00) payable in full at closing. One Million, Five Hundred Ten Thousand Dollars ($1,510,000.00) as an earnest money deposit shall be remitted in the form of a Promissory Note executed by the Monroe County Comprehensive Plan Land Authority on behalf of the Naval Properties Local Redevelopment Authority of the City of Key West and Fifteen Million, One Hundred Thousand Dollars ($15,100,000.00) payable in full at closing pursuant to subsection 2.5.1. 2.2 Special Legislation. The purchaser hereby states that it will not pursue special legislation to obtain Poinciana Housing. 2.3 Title Documents. Upon acceptance of the Offer to Purchase, conveyance of the Seller's interest shall be made by Quitclaim Deed, providing the following: 2.3.1 The title to the property will be conveyed subject to all easements, conditions and restrictions of record on the date of Purchaser's execution of the Offer to Purchase. 2.3.2 Purchaser may inspect such abstracts of title or other title papers, maps or plats, as are in Seller's custody covering the property, but Seller will not be obligated to furnish any continuations, later title reports, or title insurance, or to pay any title expenses, escrow fees, or other charges pertaining to this transaction. 2.3.3 From the date of receipt by Seller of this Offer to Purchase, Seller shall not create, nor permit to be 2 created, any lien, encumbrance, restriction or easement, against the property of any type or kind, except as may be approved by Purchaser. 2.3.4 Evidence of Title. Purchaser will, at Purchaser's expense and within 60 days from receipt of Seller's Notice of Acceptance, obtain a title insurance commitment issued by a Florida licensed title insurer and, that upon satisfaction of the Purchaser and Seller requirements set forth in Schedule B-1, recording the Deed, and payment of the premium for the title policy, will issue an owner's policy in the amount of the Purchase Price for fee simple title subject only to Permitted Exceptions. 2.3.5 Title Examination. Purchaser will, within Fifteen (15) days from receipt of the evidence of title, deliver written notice to Seller of title defects. Title will be deemed acceptable to Purchaser if (1) Purchaser fails to deliver timely and proper notice of defects or (2) Purchaser delivers proper written notice and Purchaser cures the 3 defects within seventy-five (75) days from of the date notice ("Curative Period"). If the defects are cured within the Curative Period, closing will occur on the later of (i) the Closing Date or (ii) 10 days from receipt of Purchaser of notice of such curing. Seller is under no obligation to cure defects. If the defects are not cured within the Curative Period, Purchaser will have 10 days from expiration of the Curative Period, to elect whether to terminate this Contract and obtain a refund of the Deposit; or accept title to the Property, subject to existing defects and close the transaction without reduction in Purchase Price. Marketable title shall be determined according to the Uniform Title Standards adopted by the Florida Bar. Purchaser shall not have the right to object to title or to terminate this Contract by reason of any exception which is caused by Purchaser or by any party claiming by, through or under Purchaser. 4 2.3.6 Survey. Purchaser may, at Purchaser's expense and within the time period allowed to deliver and examine title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey shows any matter which would adversely affect the marketability of title to the Property Purchaser shall notify Seller in writing of the specific defect within five (5) days after receipt of the survey. The survey defect shall be treated in the same manner as title defects are treated under the Contract. Purchaser's failure to deliver timely notice of survey defects shall be deemed a waiver of Purchaser's right to object to survey matters as provided in this section. 2.4 Acceptance. This Offer to Purchase shall be firm and continuing for a period of ninety (90) days from the date of its receipt by Seller in accordance with paragraph 5 of GSA Form 2041 (Exhibit B). To accept the Offer to Purchase, Seller shall execute the document entitled "Acceptance of the United States Government", and return one original of 5 the executed contract to the Purchaser. This receipt by Purchaser of the executed contract shall constitute "Notice of Acceptance" . 2.4.1 If this offer is withdrawn by Purchaser before expiration of the ninety (90) day period or such longer period as may be mutually agreed upon during which it remains a continuing offer, and prior to Notice of Acceptance, the Promissory Note remitted by Purchaser will be returned to Purchaser. 2.4.2 If Seller does not accept this Offer to Purchase within ninety (90) days of receipt by Seller, or such longer period as may be mutually agreed upon, the earnest money deposit in the form of a Promissory Note shall be promptly returned to Purchaser and without further liability on the part of either party to the other. 2.5 Closing. Closing shall be on or before September 15, 2003. If Purchaser has shown good faith in its progress toward closing, the closing date may be extended by Purchaser not more than an additional three (3) months. Closing of the 6 transaction contemplated hereby shall be held in the Office of Real Estate Sales, General Services Administration, Atlanta, Georgia, or a mutually agreed upon site for the closing by mail: 2.5.1 Purchaser shall tender to Seller the total payment in the amount of Fifteen Million, One Hundred Thousand Dollars ($15,100,000.00) at closing in the form of a certified check, cashier's check, or postal money order. 2.5.2 Seller shall deliver to Purchaser the Deed which shall have been duly executed and authenticated by authorized officials of Seller. 3. Conditions. 3.1 GSA Form 2041, "General Terms Applicable to Negotiated Sales" is incorporated into this Offer to Purchase. However, terms and conditions set forth within the body of this Offer to Purchase take precedence and control over similar or conflicting provisions of GSA Form 2041. 7 3.2 The nondiscrimination covenant (Exhibit C) shall be incorporated in the language of the Deed. 3.3 If this Offer to Purchase is accepted by the Seller, and Seller fails for any reason to perform its obligations as set forth herein; or, Title does not transfer or vest in the Purchaser for any reason, although Purchaser is ready, willing, and able to close, Seller shall promptly return the Promissory Note whereupon Seller shall have no further liability to Purchaser. A vigation. 3.4 In the event this form is used as the Offer to Purchase, please initial and insert the date beside the Avigation clause (3.4.1.) if it does not apply. The absence of initials beside this clause will be interpreted that the particular clause applies and will be incorporated in the language of the deed. 3.4.1 Based upon coordination between the General Services Administration and the Federal Aviation Administration (FAA) as recommended in House Report Number 95- 1053, entitled FAA Determination of 'No Hazard' for Structures Near Airports", it has been determined that the 8 only public airport within six nautical air miles of this property is the Key West Airport in Key West, Florida. FAA has been apprised of the proposed disposal of the property, and that the Government's conveyance document will contain a provision that the grantee, its assigns and every successor in interest to the property herein described, or any part thereof, must prohibit any construction or alteration on the property unless a determination of no hazard to air navigation is issued by FAA in accordance with 14 CFR Part 77, "Objects Affecting Navigable Airspace," or under the authority of the Federal Aviation Act of 1958, as amended. 3.5 Excess Profits Clause. The Excess Profits Clause (Exhibit D) is incorporated into this Offer to Purchase and shall be incorporated in the language of the Deed. 3.6 Resolution. There shall be attached to the Offer to Purchase a resolution that will show the official character and authority of the acquisition authority of the Purchaser. Each resolution 9 shall be duly certified under the corporate seal of the Purchaser to be a true copy (Exhibit E). 3.7 Inspection. The Purchaser is urged, invited, and warned to inspect the property physically as to condition, description, quality, quantity, and exact location prior to submitting an offer. In no case will failure to inspect constitute grounds for a claim for withdrawal of the Offer to Purchase after its accepted. 3.8 Descriptions. The descriptions of the property set forth in the Offer to Purchase and any other information provided therein with respect to said property are based on information available to the GSA sales office and are believed to be correct, but any error or omission, including but not limited to the omission of any information available to the agency having custody over the property and/or any other Federal agency, shall not constitute ground or reason for nonperformance of the contract of sale, or claim by Purchaser for allowance, refund, or deduction from the purchase price. 10 3.9 Covenant Pursuant to Community Environmental Response Facilitation Act. A provision in the deed with regard to hazardous substance activity will be as follows: Although no hazardous substance activity has been identified by the Grantor, pursuant to Public Law 102-426, the Grantor hereby covenants and warrants that any environmental response action or corrective action for hazardous substance activity resulting from such activity, if any, prior to the date of this deed shall be conducted by the United States of America. Therefore, the Grantee, for itself, its successors and assigns grants the United States of America access to the aforedescribed property for any case in which a response action or corrective action is found to be necessary after the date of this deed at the aforedescribed property or such access is necessary to carry out a response action or corrective action on adjoining property. (Exhibit F). 4. Authority to Purchase. Attached is a certified copy of the resolution of the Purchaser authorizing purchase of the property under the terms of this Offer to Purchase. 11 5. Financing. This Contract is conditioned on Purchaser, acting by and through the Housing Authority of the City of Key West, obtaining financing on acceptable terms in an amount equal to 900/0 of the purchase price plus the cost of renovation. Purchaser will make application within thirty (30) days after receipt of Seller's Notice of Acceptance and use reasonable diligence to obtain a loan commitment and, thereafter, to satisfy terms and conditions of the commitment and close the loan. Purchaser shall pay all loan expenses. If Purchaser fails to obtain a commitment within one hundred eighty (180) days of the Notice of Acceptance or fails to waive Purchaser's rights under this subparagraph or, after diligent effort, fails to meet the terms and conditions of the commitment, then either party thereafter, by written notice to the other, may cancel this Contract and Purchaser shall be returned the earnest money in the form of the Promissory Note. 6. Assignability. 12 Purchaser may assign this Contract together with all terms and conditions to the Housing Authority of the City of Key West and thereby be released from any further liability under this Contract. 13 Purchaser: NAVAL PROPERTIES LOCAL REDEVELOPMENT AUTHORITY OF THE CITY OF KEY WEST BY: Jimmy Weekley, Chairman DATE: o An Individual 0 A Partnership 0 A Corporation Incorporated In State of WITNESS TITLE: WITNESS: TITLE: 14 CERTIFICATE OF AUTHORIZATION OF PURCHASER I, certify that I am the (Name) of the (Secretary of Other Official Title) (Corporation) named as Purchaser herein, that (Name) who signed this Offer to Purchase on behalf of the Purchaser was then , that said Offer to Purchase was duly signed (Official Title) for and on behalf of said by (Corporation) authority of its governing body, and the purchase is within the scope of its corporate powers. (Signature of Certifying Official) SEAL 15 Acceptance of the United States Government The Purchase, as set Offer to forth in the foregoing "Offer to Purchase", is hereby ACCEPTED by and on behalf of the United States of America this day of ,2003 UNITED STATES OF AMERICA Acting by and through the Department of the United States Navy BY: TITLE: Enclosures 1) Exhibit "A" - Description of Property 2) Exhibit "B" - GSA Form 2041 3) Exhibit "c" - Nondiscrimination Covenant 4) Exhibit "0" - Excess Profits Clause 5) Exhibit "E" - Resolution 6) Exhibit "F" - CERCLA Covenant 16 EXHIBIT A LEGAL DESCRIPTION Legal description of the subject, according to the Navy Survey is as follows: LEGAL DESCRIPTION, Miscellaneous Housing Area: A TRACT of land lying on the Island of Key West, Monroe County, Florida and being known as a portion of Lots 1 thru 5, Lots 6 thru 12, Block 17 and Lots I thru 8 a portion of Lots 9 thru 12, Block 18 and land lying North of said Blocks and being more particularly described as follows: COMMENCE at the intersection of the Northerly Right-of-Way Line of Duck Avenue and the extension of the Easterly Right-of-Way Line of 16th Street, said point also being the Southwest corner of Lot 12, Block 19 of the "KEY WEST" FOUNDATION COMPANY'S Plat No. #2, thence N 70*56'00"E., and along the said Northerly Right-of-Way Line of Duck Avenue a distance 660.00feet to the Southwest corner of said Lot 12, Block 18; thence NI9*04'00" W, and along the Westerly line of said Lot 12, Block 18 a distance of 135. 00 feet; thence S 70*56'00" W, a distance of 16. 98feet to the Point of Beginning, thence S70*56'00"W, a distance of93.02feet to the Point of Beginning; thence NI9*04'00'''W, a distance of 129. 38feet; thence S.86*05'47"W, a distance of29.11 feet; thence NI9*37'19"W, a distance of 344.10 feet; thence N72*47'35"E., a distance of 188.81 feet; thence N40*51'10"E., a distance of208.64 feet; thence N 65* 13'55"E., a distance of 105. 78feet; thence N 17*37'03"W, a distance of 57. 73 feet; thence N 70*56'31 "E., and along the Northerly Boundary of Poinciana Housing a distance of 925.97 feet to the Westerly Right-of-Way Line of 19th Street; thence 8. 19*04'00"E., and along the said Westerly Right-of-Way Line of 19th Street a distance of 533.99 feet; thence 8. 70*56'00"W, a distance of 172.38feet; thence 8. 18*44'29"E., a distance of 74. 73 feet; thence 8.37* 53'13"W, a distance of 78. 40 feet; thence SI9*04'00"E., a distance of 131.14 feet to the Northerly Right- of-Way of Duck Avenue; thence S. 70*56'00"W, and along the said Northerly Right of-Way Line of Duck Avenue a distance of 1,021.99 feet, thence NI9*04'00"W, and along the said Westerly Line of Lot 12 Block 18 a distance of 98. 16feet; thence N 70*56'00"E., a distance of 153.38 feet; thence N 19*04'00"w' a distance of84.40 feet; thence N87*20'47"W, a distance of 114.08feet, thence 8.02*39'13 "W, a distance of 6. 82 feet; thence N87*20'47"W, a distance of 3 6.33 feet to a point on a curve to the left, having a radius of 19.88 feet, a central angle of 80*32'18". a chord bearing of 8.40*14'27"W, and a chord length of25. 70feet; thence along the arc of said curve, an arc length of 27. 94 feet to a point on a curve to the left, having a radius of 155.85 feet, a central angle of 15*52'21" a chord bearing of 8.10*49'00"E., and a chord length of 43. 04 feet; thence along the arc of said curve, an arc. length or 43.18 feet to the end of said curve; thence 8.19* 18'04"E., a distance of 41.18 feet to the Point of Beginning. Parcel contains 941,316 square feet or 21.61 acres, more or less. 152 GENERAL SERVICES ADMINISTRATION GSA FORM 2041 (Rev 5-90) Page 1 EXHIBIT B GENERAL TERMS APPLICABLE TO NEGOTIATED SALES (Surplus Real Property) 1. CONDITION OF PROPERTY The property is offered "As Is" and 'Where Is" without representation, warranty, or guaranty as to quantity, quality, title, character, condition, size, or kind, or that the same is in condition or fat to be used for the purpose for which intended, and no claim for any allowance or deduction upon such grounds will be considered. 2. DESCRIPTIONS IN OFFER TO PURCHASE The descriptions of the property set forth in the Offer to Purchase and any other information provided therein with respect to said property are based on information available to the GSA sales office and are believed to be correct, but any error or omission, including but not limited to the omission of any information available to the agency having custody over the property andlor any other federal agency, shall not constitute ground or reason for nonperformance of the contract of sale, or claim by Purchaser for allowance, refund, or deduction from the purchase price. 3. INSPECTION. Offerors are invited, urged, and cautioned to inspect the property to be sold prior to submitting an offer. The failure of any offeror to inspect, or to be fully informed as to the condition of all or any portion of the property offered, will not constitute grounds for any claim or demand for adjustment or withdrawal of an offer after it has been tendered. 4. EARNEST MONEY DEPOSIT. The offer must be accompanied by an earnest money deposit in the amount required by this Offer to Purchase in the form of a certified check, cashier's check, or postal money order as otherwise provided for in this offer) made payable to the order of the General Services Administration. Failure to so provide such earnest money deposit shall require rejection of the offer. Upon acceptance of the offer the deposit shall be applied toward payment of the offeror's obligation to the Government. In the event the offer is rejected, the deposit will be returned, without interest, as promptly as possible after rejection of the 5. CONTINUING OFFER. The offer shall be deemed to be a firm and continuing offer from the date of receipt until accepted or rejected by the Government: provided, however, that after 90 days have elapsed from the date of receipt, the offeror not having received notice of rejection may consider his offer rejected, and if the Government desires to accept this offer after such 90-day period, the consent of the offeror thereto shall be obtained. 6. NOTICE OF ACCEPTANCE OR REJECTION. Notice by the Government of acceptance or rejection of the offer shall be deemed to have been sufficiently given when telegraphed or mailed to the offeror or his duly authorized representative at the address indicated in the offer. 7. CONTRACT. These General Terms Applicable to Negotiated Sales, the offer, and the acceptance thereof, shall constitute an agreement between the offeror and the Government. Such agreement shall constitute the whole contract to be succeeded only by the formal instruments of transfer, unless GENERAL SERVICES ADMINISTRATION modified in writing and signed by both parties. No oral statements or representations made by, or for, or on behalf of either party shall be a part of such contract. Nor shall the contract or any interest therein, be transferred or assigned by the offeror without consent of the Government, and any assignment transaction without such consent shall be void. a. RESCISSION. a. The contract made by the acceptance of the offer by the Government may be transmitted to the Attorney General of the United States for his advice as to whether the sale would tend to create or maintain A situation inconsistent with the antitrust laws. The acceptance of the offer by the Government may be rescinded by the Government, in the event unfavorable advice is received from the Attorney General. b. An explanatory statement of the circumstances of the proposed disposal will be submitted to the appropriate committees of the Congress because of its negotiated character and the offer probably will not be accepted by the Government until after the proposed disposal has been considered by such committees. However, in any event, the Government may rescind its acceptance at any time subsequent to acceptance and prior to conveyance, if it is reasonably determined by the Government that such action is justified in the light of the circumstances then prevailing. c. Any rescission, pursuant to a or b, above, will be without liability on the part of the Government other than to return the earnest money deposit without interest. 9. REVOCATION OF OFFER AND DEFAULT. In the event of revocation of the offer prior to acceptance, or in the event of any default by the offeror in the performance of the contract created by such acceptance, the deposit, together with any payment's subsequently made on account may be forfeited at the option of the Government, in which event the offeror shall be relieved from further liability, or without forfeiting the said deposit and payments, the Government may avail itself of any legal or equitable rights which it may have under the offer or contract. 10. GOVERNMENT LIABILITY. If this Offer to Purchase is accepted by the Seller and: (1) Seller fails for any reason to perform its obligation as set forth herein; or (2) Title does not transfer or vest in the Purchaser for any reason although Purchaser is ready, willing, and able to close, Seller shall promptly refund to Purchaser all amounts of money Purchaser has paid without interest whereupon Seller shall have no further liability to Purchaser. 11. OTHER TERMS APPLICABLE TO A SALE. a. As of the date of assumption of possession of the property, or the date of conveyance, whichever occurs first, the offeror shall assume responsibility for care and handling and all risks of loss or damage to the property and have all obligations and liabilities of ownership. b. Any title evidence which may be desired by the offeror will be procured by him at his sole cost and expense. The Government will, however, cooperate with the offeror or his authorized agent in this connection, and will permit GSA tORM 2041 (Rev 5-90) Page 1 examination and inspection of such deeds, abstracts, affidavits of title, judgments in condemnation proceedings, or other documents relating to the title of the premises and the property involved, as it may have available. It is understood that the Government will not be obligated to pay for any expense incurred in connection with title matters or survey of the property. c. Upon assumption of possession of the property, or conveyance of the property, whichever occurs first, the offeror shall assume responsibility for all general and special real and personal property taxes which may have been or may be assessed on the property, and sums paid, or due to be paid, by the Government in lieu of taxes pursuant to statutory authority shall be prorated. d. In the event an offer to purchase for cash is accepted and possession of the property is assumed by the offeror prior to the date of conveyance, the offeror shall procure and maintain insurance at his expense, effective for the period from the date of assumption of possession to date of conveyance, for the benefit of the Government in such kinds and amounts as may be required by the Government, with companies acceptable to the Government. e. If a bid for the purchase of the property is accepted, the Government's interest will be conveyed by a quitclaim deed or deed without warranty and/or, where appropriate, a bill of sale in conformity with local law and practice. f. The offeror shall on a mutually agreeable date not later than 30 days after acceptance of the offer, or within such additional time as may be granted by the Government, tender to the Government the balance of the purchase price. g. The offeror shall be required to effectuate a wire transfer to the Department of the Treasury of the funds due at the sale closing. Instructions for the wire transfer will be furnished to the offeror prior to the sale closing. Upon such tender being made by the offeror, the Government shall GENERAL SERVICES ADMINISTRATION deliver to the offeror the instrument, or instruments, of conveyance. In any event, if possession was assumed by the offeror prior to the date of conveyance, the offeror shall pay, in addition to the purchase money due, an amount required under the provisions of the offer. h. The offeror shall pay all taxes and fees imposed on this transaction and shall obtain at his own expense and affix to all instruments of conveyance and security documents such revenue and documentary stamps as may be required by Federal and local law. All instruments of conveyance and security documents shall be placed on record in the manner prescribed by local recording statutes at the offeror's expense. 12. OFFICIALS NOT TO BENEFIT No member of or delegate to the Congress, or resident commissioner, shall be admitted to any share or part of the contract of sale or to any benefit that may arise therefrom, but this provision shall not be construed to extend to the contract of sale if made with a corporation for its general benefit. 13. DELAYED CLOSING The successful bidder will pay interest on the outstanding balance of the purchase price if the closing of the sale is delayed, and the delay is caused, directly or indirectly, by the successful bidder's actions and not by fault of the Government. This rate to be computed is based on the yield of 10-year United States Treasury maturities as reported by the Federal Reserve Board in "Federal Reserve Statistical Release H.15" plus 1.5 percent rounded to the nearest one- eight percent (1/8%); as of the date of acceptance of the bid by the Government. GSA FORM 2041(Rev 5-90) Page 2 EXHIBIT C NON-DISCRIMINATION COVENANT The Purchaser covenants for itself, its heirs, successors, and assigns and every successor in interest to the property hereby conveyed, or any part thereof, that the said Purchaser and such heirs, successors, and assigns shall not discriminate upon the basis of race, color, religion, national origin, or sex in the use, occupancy," sale, or lease of the property, or in their employment practices conducted thereon. This covenant shall not apply, however, to the lease or rental of a room or rooms with a family dwelling unit; nor shall it apply with respect to religion to premises used primarily for religious purposes. The United States of America shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the property hereby conveyed and shall have sole right to enforce this covenant in any court of competent jurisdiction. EXHIBIT D EXCESS PROFITS CLAUSE (a) This covenant shall run with the land for a period of 3 years from the date of conveyance. With respect to the property described in this deed, if at any time within a 3-year period from the date of transfer of title by the Grantor, the Grantee, or its successors or assigns, shall sell or enter into agreements to sell the property, either in a single transaction or in a series of transactions, it is covenanted and agreed that all proceeds received or to be received in excess of the Grantee's or a subsequent seller's actual allowable costs will be remitted to the Grantor. In the event of a sale of less than the entire property, actual allowable costs will be apportioned to the property based on a fair and reasonable determination by the Grantor. (b) For purposes of this covenant, the Grantee's or a subsequent seller's allowable costs shall include the following: (1) The purchase price of the real property; (2) The direct costs actually incurred and paid for improvements which serve only the property, including road construction, storm and sanitary sewer construction, other public facilities or utility construction, building rehabilitation and demolition, landscaping, grading, and other site or public improvements; (3) The direct costs actually incurred and paid for design and engineering services with respect to the improvements described in (b) (2) of this section; and (4) The finance charges actually incurred and paid in conjunction with loans obtained to meet any of the allowable costs enumerated above. (c) None of the allowable costs described in paragraph (b) of this section will be deductible if defrayed by Federal grants or if used as matching funds to secure Federal grants. (d) In order to verify compliance with the terms and conditions of this covenant, the Grantee, or its successors or assigns. shall submit an annual report for each of the subsequent 3 years to the Grantor on the anniversary date of this deed. Each report will identify the property involved in this transaction and will contain such of the following items of information as are applicable at the time of submission: (1) A description of each portion of the property that has been resold; - 1 - (1) The sale price of each such resold portion; (2) The identity of each purchaser; (3) The proposed land use; and (4) An enumeration of any allowable costs incurred and paid that would offset any realized profit. If no resale has been made, the report shall so state. The Grantor may monitor the property and inspect records related thereto to ensure compliance with the terms and conditions of this covenant and may take any actions which it deems reasonable and prudent to recover any excess profits realized through the resale of the property. - 2- EXHIBIT E RESOLUTION NO. The is a political subdivision of the State of This resolution, adopted (Month, Day, Year authorizes an offer by to sign and submit to GSA to purchase for certain surplus Federal real property located at (Name and Iltle) $ and more fully described in the attached Exhibit A. $ 10% of Purchase Price is authorized to be paid to GSA as an earnest money deposit with the Offer to Purchase, and $ /jalance 01 purcnase Price is hereby set aside for payment to GSA when requested. ) EXHIBIT F CERCLA COVENANT (A) NOTICE Re~ardin~ Hazardous Substance Activity. Pursuant to 40 CFR 373.2 and Section 120(h)(3)(A)(i) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA)(42 U.S.c. ~9620(h)(3)(A)(i)), and based upon a complete search of agency files, the United States gives notice that no hazardous substances have been released or disposed of or stored for one year or more on the Property. (B) CERCLA Covenant. Grantor warrants that all remedial action necessary to protect human health and the environment has been taken before the date of this conveyance Grantor warrants that it shall take any additional response action found to be necessary after the date of this conveyance regarding hazardous substances located on the Property on the date of this conveyance. (1) This covenant shall not apply: (a) in any case in which Grantee, its successor(s) or assign(s), or any successor in interest to the Property or part thereof is a Potentially Responsible Party (PRP) with respect to the Property immediately prior to the date of this conveyance; OR (b) to the extent that such additional response action or part thereof found to be necessary is the result of an act or failure to act ofthe Grantee, its successor(s) or assign(s), or any party in possession after the date of this conveyance that either: (i) results in a release or threatened release of a hazardous substance that was not located on the Property on the date of this conveyance; OR (ii) causes or exacerbates the release or threatened release of a hazardous substance the existence and location of which was known and identified to the applicable regulatory authority as of the date of this conveyance. (2) In the event Grantee, its successor(s) or assign(s), seeks to have Grantor conduct any additional response action, and, as a condition precedent to Grantor incurring any additional cleanup obligation or related expenses, the Grantee, its successor(s) or assign(s), shall provide Grantor at least 45 days written notice of such a claim. In order for the 45-day period to commence, such notice must include credible evidence that: (a) the associated contamination existed prior to the date of this conveyance; and (b) the need to conduct any additional response action or part thereof was not the result of any act or failure to act by the Grantee, its successor(s) or assign(s), or any party in possessIOn. (C) ACCESS. Grantor reserves a right of access to all portions of the Property for environmental investigation, remediation or other corrective action. This reservation includes the right of access to and use of available utilities at reasonable cost to Grantor. These rights shall be exercisable in any case in which a remedial action, response action or corrective action is found to be necessary after the date of this conveyance, or in which access is necessary to carry out a remedial action, response action, or corrective action on adjoining property. Pursuant to this reservation, the United States of America, and its respective officers, agents, employees, contractors and subcontractors shall have the right (upon reasonable advance written notice to the record title owner) to enter upon the Property and conduct investigations and surveys, to include drilling, test-pitting, borings, data and records compilation and other activities related to environmental investigation, and to carry out remedial or removal actions as required or necessary, including but not limited to the installation and operation of monitoring wells, pumping wells, and treatment facilities. Any such entry, including such activities, responses or remedial actions, shall be coordinated with record title owner and shall be performed in a manner that minimizes interruption with activities of authorized occupants.