Okaloosa County BOCC — November 16, 2013 — Settlement Agreement — reading text

IN THE CIRCUIT COURT OF THE FIRST JUDICIAL CIRCUIT, IN AND FOR OKALOOSA COUNTY, FLORIDA THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA, Plaintiff, Vv. SHALIMAR VILLAGE, INC., a dissolved Florida Corporation; BANK OF AMERICA CORPORATION, a Delaware Corporation, successor in interest to Barnett Bank of West Florida and Barnett Bank of Pensacola; MEIGS PROPERTIES, LTD., a Florida Limited Partnership; JAMES W. GRIMSLEY, in his capacity as Successor Trustee under Item 8 of the Will of Clifford H. Meigs in trust for and in benefit of Clifford H. Meigs, Jr; SYNOVUS TRUST COMPANY, N.A., in its capacity as Successor Trustee of trusts for and in benefit of Nancy Meigs House; and any and all other unknown or unidentified persons or entities claiming by or through any of the above named persons or entities. Defendants. / CASE NO. 2010 CA 002401 S SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into this 7 24 a day of Aué ast , 2013, by and between OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida (hereafter, the “County”), and SHALIMAR VILLAGE, INC., a dissolved Florida Corporation, MEIGS PROPERTIES, LTD., a Florida Limited Partnership, JAMES W. GRIMSLEY, in his capacity as Successor Trustee under Item VIE of the Will of Clifford H. Meigs in trust for and in benefit of Clifford H. Meigs, Jr., Page 1 of 10 SYNOVUS TRUST COMPANY, N.A., in its capacity as Successor Trustee of the Nancy Meigs House Trust established under the Will of Clifford H. Meigs, Sr.. SYNOVUS TRUST COMPANY, N.A., in its capacity as Successor Trustee under the Revocable Trust Agreement of Nancy Meigs House dated August 1, 1983, and NANCY M. MARTENS (fik/a Nancy Meigs House), individually (collectively the “Meigs Heirs”) (all parties to this Agreement shall collectively be referred to as the “Parties”). The parties do enter into this Agreement and agree as follows: WITNESSTH WHEREAS, the Meigs Heirs are the successors to certain rights and interests under a deed granted by Shalimar Village, Inc. to Okaloosa County, Florida and dated April 25, 1973 (the “Deed”), a copy of which is appended hereto as Attachment “A”; and WHEREAS, the Deed conveyed certain property to the County for the purpose of construction of a permanent courthouse annex, a fire station and certain other purposes (the “Property”); and WHEREAS, the Deed also included various conditions, which if not complied with, would result in the reversion of the Property to the Grantor or its successors; and WHEREAS, the County and the Meigs Heirs have been involved in litigation in the above styled cause, relating to the respective rights of the Parties over the requirements of the Deed and the interpretation and application of the language of the Deed as to the reverter provisions (the “Litigation”); and WHEREAS, there remain certain matters still pending in the Litigation relating to the determination of attorney’s fees pursuant to the Court’s Order Granting the Defendant’s Motion Page 2 of 10 for Sanctions, In Part, entered on January 31, 2012; Defendants’/Counter Plaintiffs’ Motion for Costs and Attorney’s Fee served February 22, 2012; and the Plaintiff/Counter Defendant’s Motion to Tax Costs served on February 27, 2012 (the “Pending Matters”); and WHEREAS, the Parties seek to resolve all remaining issues in the Litigation and all remaining matters concerning the Deed and the application of the reverter provisions by the Meigs Heirs selling, conveying, releasing and/or relinquishing any and all rights or interests that _ they may have in the Property or under the Deed. NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the sufficiency of which is acknowledged by all Parties to this Agreement, they agree as follows: 1. RECITALS: The above recitals are true and correct and incorporated herein as essential terms of this Agreement. 2. COUNTY’S OBLIGATIONS: The County shall pay to the Meigs Heirs the total sum of One Million Six Hundred Thousand Dollars, and no cents ($1,600,000.00). Such amounts shall be paid in the following manner: a. The amount shall be paid to the Meigs Heirs by the County in four (4) equal annual payments. b. The initial payment of $400,000.00 shall be paid within thirty (30) days of the approval of this Agreement by all the Parties and the Court. c. The remaining three payments of Four Hundred Thousand Dollars ($400,000.00) shall be paid by July 1 of each year thereafter until paid in full. d. No interest shall accrue on the unpaid balance of this sum. Page 3 of 10 e. All payments shall be made to the Mead Law Firm, 24 Walter Martin Road, N.E., Suite 201, Fort Walton Beach, Florida 32548, in a lump sum amount. The distribution of these lump sum amounts among the various Meigs Heirs shall solely be the responsibility of the Meigs Heirs and their respective counsel and the County shall have no responsibility or liability as to the appropriateness of the respective amounts due each Meig Heir. 3. MEIGS HEIRS OBLIGATIONS: In consideration of the foregoing, the Meigs Heirs shall convey to the County ail rights and interests that they may have in the Property which is the subject of the Deed, including any reversionary rights and interest that they may possess, under the following terms: a, The conveyance of all rights and interests to the Property by the Meigs Heirs shall be by Warranty Claim Deed (the “Conveyance Deed”) that is in substantially the form of the document appended hereto as Attachment “B”. b. The executed Conveyance Deed shall be provided to the County within thirty 30) days of the approval of this Agreement by all the Parties and the Court. 4, JOINT OBLIGATIONS OF THE PARTIES: Upon approval and execution of this Agreement by all Parties, they shall jointly complete the following obligations: a. The Parties shail jointly submit the approved and executed Agreement and request the entry of an order by the Court approving the Agreement and ordering all parties to comply with its terms and provisions. The Parties will also request that the Court retain jurisdiction to enforce the terms and provisions of the Agreement. b. As part of the joint submittal to the Court, the Parties will each waive, release and Page 4 of 10 relinquish any claim that they have in the Litigation relating to the Pending Matters or any other claim or right that they may have from any other matter as a result of the Litigation. c. The Parties shall be responsible for their own costs and attorney’s fees in the Litigation and in the review, preparation and execution of this Agreement. 5. REPRESENTATIONS: The Meigs Heirs warrant and represent that they are the sole parties that have any interest in the Property, other than the County, and agree to indemnify and hold the County harmless against any claim made by any individual or entity that asserts any claim to a possessory interest or right in the Property. 6. BREACH: In the event ofa breach of this Agreement, the non-breaching Party shall provide written notice of the breach to the other Party or Parties. Such Party or Parties shall have thirty (30) days from the date of the notice to cure the breach, to the extent that one has occurred. After the end of the cure period, if the alleged breach has not been cured, the non-breaching Party may institute an action to enforce the Agreement. In the event of a breach of this Agreement and the institution of proceedings to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs incurred in the enforcement action. 7. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement and understanding between the Parties with respect to the matters addressed herein and supersedes all negotiations, prior discussions, letters of intent and preliminary agreements. Page 5 of 10 8. AMENDMENT OF THIS AGREEMENT: This Agreement may not be amended except by written document executed by all Parties. 9. LAW OFFLORIDA AND VENUE: This Agreement shall be interpreted in accordance with the laws of the State of Florida. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County, Florida. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date written above and agree to be bound by the terms and provisions of this Agreement. OKALOOSA COUNTY, FLORIDA By: Chairman ATTEST: Clerk County Attorney Page 6 of 10 MEIGS PROPERTIES, LTD., a Florida State of a6) County of Q The foregoing instrument was acknowledged before me this AQ. day of Poignck 2013, by Yl Yoakum as truste for MEIGS PROPERTIES, LTD., a Florida Limited Partnership. He/she is personally known to me or has produced as identification. 1, KARIEG. MARSHALL kK; a Vaibn MY COMMISSION # EE 175904 iu - af EXPIRES: March 15, 2016 Notary Public Karie C. Marshall (Print, Type, or Stamp Commissioned Name) Commission No. My Commission Expires: Bonded Thru Notary Public Underwriters b JAMES W>GRIMSLEY]in his capacity as Successor Trustee undex Item VIII of the Will of Clifford H. Meigs in tr or and in benefit of Clifford H. Meigs, Jr. State of Florida County of _ Clea] oosa The foregoing instrument was acknowledged before me this aa day of Bu : ust, 2013, by JAMES W. GRIMSLEY, in his capacity as Successor Trustee under . Item_VIII of the Will of Clifford H. Meigs in trust for and in benefit of Clifford H. Meigs, Jr. He isfeiSonally known to me}or has produced Pe, as identification. S Notaty Public. O Tohnew Rog ex S int, Type, or Stamp Commissioned Name) Commission No. My Commission Expires: Page 7 of 10 JOHNIE ROGERS #3 EP RRRSSION # EE 1o7440 a * Bonded Th Hey tae Leo os SYNOVUS TRUST COMPANY, N.A., in its capacity as Successor Trustee of the Nancy Meigs House Trust established under thg,Will of Clifford H. Meigs, Sr. By: Y Sow Q State of Alea t County of . : : st The foregoing instryment was acknowledged before me_ this Al@ day of KGUST 2013, by JDGER L. BROWN as SENDA Vice Pace DeN for SYNOVUS TRUST COMPANY, N.A., in its capacity as Successor Trustee of the Nancy Meigs House Trust established under the Will of Clifford H. Meigs, Sr... He/she is personally known to me or has produced Uae LICENSE as identification. Notary Publi ; Shelhoo, mM. Bucking hue (Print, Type; or Stamp Commissioned Name} Commission No. My Commission Expires:___fg fat iS Page 8 of 10 SYNOVUS TRUST COMPANY, N.A., in its capacity as Successor Trustee under the Revocable Trust Agreement of Nancy Meigs House dated August 1, 1983 By: BA Z J iduir— O State of LABA, County of Ff. 2 The foregoing instru “WERT was Rabin ed before me this Xf st day of us , 2013, by _KOCER L as SENIOR Vil PLESTAENT for SYNOVUS TRUST COMPANY, £ “5 Be bel capacity as Successor Trustee under the Revocable Trust Agreement of Es Wienk House dated August 1, 1983. He/she is personally known to me or has produced LIcénsé as identification. Liselbes th Bucheaseh tary Public Sheflon Wn. Bucekeir han (Print, Type, of Stamp Commissicred Name) Commission No. My Commission Expires: @ fal iS Page 9 of 10 KANeY A MARTENS: f/k/a Nancy Meigs House, individually State of __\it%as County of _ Wirt aes The foregoing instrument was acknowledged before me_ this { day of August. 2013, by NANCY M. MARTENS, f/k/a Nancy Meigs House, individually. She is personally known to me or has produced Teywas Wrivets Lice nse. as identification. otary Public wnda Odspreaan (Print, Type, or Stamp gon Name) Commission No. My Commission Expires: Ook 1% BO wa 1 LINDA OBREGON Notary Public, State of Texas My Commission Expires Ociober 19, 2013 dnoamons ani Page 10 of 10