Okaloosa County BOCC — April 27, 2013 — YachtBlu Purchase & Sale Agreement — reading text

yachtBlu= PURCHASE AND SALE AGREEMENT FOR BROKERAGE VESSEL BUYER VESSEL INFORMATION Buyer's Name: Raiph Fernandez and or Assignee | Vessel Name: hia 645 Alcazar Ave Coconut Grove, Fl 33134 | Make: Marquis _ SELLER Model: 420 Sport Coupe Year: 2011 Seller's Name: Board of Okaloosa County Commissioners } “ensth:. 45: Flas: USA Doc No.: vy. 78977-2498908 Reg No.: NA DATE OF AGREEMENT Hull No.: NA Ore OWE 3-7-9099 Engines: Volvo 600 IPS 435 HP | ACCEPTANCE OF AGREEMENT Listing Broker: Eric Peterson Boat Brokers INC Offer Expiration Date: 3-8-2013 Selling Broker: Grant Henderson, yachtBiue ACCEPTANCE/REJECTION OF VESSEL BY BUYER PURCHASE PRICE Accept/Reject Date: 15 days from fully executed offer Purchase Price: $458,000.00 CLOSING Less Deposit: . : $45,800.00 Closing Date: 30 days from fully executed offer | Less Trade All lowance: - $0.00 Delivery Location: Fort Walton Beach, FL Balance to Close:. $412 200.00 1. Agreement. Buyer agrees to purchase, and Seller agrees to sell, all right, title and interest to and in the Vessel on the terms and conditions set forth in this Agreement. Capitalized words used below refer to the corresponding terms in the table above unless otherwise defined herein. Listing Broker and Selling Broker shail be referred to herein as: the “Brokers.” If there is a Trade Allowance, the terms and conditions of the trade-in will be governed by the attached Trade-in Vessel Addendum. . 2. Acceptance of Agreement; Deposit. If either party fails. to sign this Agreement and deliver it to the _— party on 1 or before the Offer Expiration Date, this Agreement will be ineffective. Within three (3) business days following Seller's execution of this Agreement, Buyer shall pay the Deposit to the Selling Broker's escrow account, as acknowledged below, as a deposit toward the Purchase Price to be held subject to the terms of this Agreement. Seller may refuse to permit Buyer to proceed with’ the.trial run, survey and other inspections of the Vessel until the Deposit is in the Selling Broker’s escrow account. j Survey Option; Acceptance of Vessel; Conditions of. Survey. Buyer’s obligation to purchase the Vessel is subject to Buyer's etm in Buyer’s sole discretion, with a trial run and survey of the Vessel, if Buyer elects to-have the Vessel inspected. In such event (a) Buyer will select the surveyor and thereupon the surveyor, and not the Brokers, will be the sole party responsible for any errors or omissions with respect to the survey, notwithstanding that the Brokers may have provided information to and assisted Buyer with hiring the surveyor, (b) Buyer shail complete the trial run and survey as soon as practicable, (c) Seller shall pay all running expenses for, and assume the risks associated with, the trial run, and Buyer shall pay all costs of the survey, including associated costs, e.g., haul-out, dry dock, and subcontractors’ charges, (d) Buyer and its.surveyor will be solely responsible for determining the scape of the survey and the trial run to assess the Vessel’s conformity with Buyer's requirements, and (e} Buyer must deliver written notice of rejection or acceptance of the Vessel to Seller or the Listing Broker on or before the Accept/Reject Date set forth above. Buyer will be deemed to have rejected the Vessel if he fails to give timely written notice of its acceptance. Upon Buyer’s acceptance of the Vessel, Seller will not make any ‘use of the Vessel: pending Closing except to move the Vessel to the Delivery Location. if Buyer rejects or is deemed to.reject the Vessel, after all expenses incurred on Buyer’s behalf have been paid (i) the Selling Broker shall return the Deposit to Buyer; (ii) this Agreement will terminate, and (iii) the parties and the Brokers will be released from any further llabillty hereunder. The Brokers will not be responsible for the cost to correct any defects.or deficiencies noted.during the trial run and survey. Buyer's wef , , Seller's Initials: Page 1 of 4 Rev. 4.23.12 This form was prepared for the exclusive use and benefit of the members of the FYBA. The parties and Brokers hereby release the FYBA from ony tiability for damages resulting from or related to its use. The FYBA expressly disciaims any and ail warranties, including merchantability and fitness for a.particular purpose, reloted to the use of this form. —————__$ 4. Closing. The closing of the transaction contemplated under this Agreement (the “Closing”) will occur on or before the Closing Da at the Delivery Location. Closing may be conducted by overnight courier or electronic means. Seller shall deliver the Vessel to Buyer the Delivery Location, together with all gear, machinery, equipment, furnishings, fuel and other consumables (except any consume during the trial run and any voyage to the Delivery Location), and all other tenders, toys, articles and appurtenances on board tt Vessel as of the Date of this Agreement, except for items described in any written exclusion list (the “Exclusion List”) {i} attached to th Agreement, (ii) delivered to Buyer within five (5) days after this Agreement is fully executed (but in no event later than tt Accept/Reject Date), or (iii) included in any listing specification for the Vessel delivered to Buyer. Buyer will be deemed to hav accepted the Exclusion List if he accepts the Vessel. On or before the Closing Date, Seller sha!l deliver to the Selling Broker i documents necessary to transfer title to the Vessel (and all other items hereby required to be delivered) to Buyer. At Closing, Buy! shall pay the Balance to Close to the Selling Broker for onward transfer to Seller by bank to bank wire transfer. Any funds Seller ow: to (a) the Brokers for storage, insurance, repairs and/or other items, or (b) the holder of any other Encumbrance, will be deducte from the Balance to Close prior to disbursement of funds to Seller. 5. Brokers. The parties acknowledge that the Selling Broker and Listing Broker are the only brokers that procured this Agreement. the Listing Broker and the Selling Broker are the same brokerage, the parties consent to that Broker acting as a dual-agent in th transaction, i.e., representing both Buyer and Seller, and the Broker may disclose to both parties facts known to the Broker material affecting the Vessel’s value or desirability; provided, however, that the Broker shall not, without Seller’s consent, disclose to Buy! that Seller is willing to sell the Vessel for an amount less than the asking price or, without Buyer’s consent, disclose to Seller that Buy: is willing to pay a price greater than the offering price. If the Listing Broker and the Selling Broker are different, the Listing Broker w represent Seiler only and owe no duties, fiduciary or otherwise, to Buyer, and the Selling Broker will represent Buyer only and owe n duties, fiduciary or otherwise, to Seller (though paid by Seller). The Brokers are obligated to perform only the duties expressly set fort herein and no implied duties or obligations may be read into this Agreement. Each party represents and warrants to the other that h has not employed or dealt with any other broker, agent or finder in carrying out the negotiations relating to the sale of the Vessel 1 Buyer and acknowledges that the Brokers are third-party beneficiaries to this Agreement. 6. Seller's Representations; Requirements for Closing. Seller represents and warrants that: he will transfer to Buyer good an marketable title to the Vessel, free and clear of all debts, claims, maritime or common law liens, security interests, encumbrance excise taxes, and any other applicable taxes, customs’ duties, or tariffs due to any state, country, regulatory and/or taxing authority « any kind whatsoever (collectively, “Encumbrances”). At or before Closing, Seller shall deliver to Buyer (i) satisfactory evidence of tith (il) proof of payment or removal of all Encumbrances, if any; (ili) a guaranty and indemnification from Buyer guaranteeing Buyer representations and warranties in this Paragraph 6; (iv) if Seller is a legal entity, a persona! guaranty and indemnification from Seller beneficial owner(s) guaranteeing Seller’s representations and warranties in this Paragraph 6, and (v) any other documents necessa! for transfer of good and marketabie title to Buyer. Seller shall pay any cost associated with, and shall cooperate fully to obtain, ar authorization for sale required from any governing authority. Any party which is a jegal entity will provide to the other prior to Closir {x) proof that it is in good standing under the laws of the State or other jurisdiction under which the entity has been formed, (y) consent action or resolution demonstrating the entity's duly authorized decision to purchase or sell the Vessel, and (z) a power « attorney demonstrating the authority of the individual delivering or accepting the Vessel and/or executing this Agreement and/« purchase and sales documents. 7. Risk of Loss; Force Majeure. Seller will bear the risk of loss of or damage to the Vessel prior to delivery of the Vessel to Buyer. the Vessel is damaged subsequent to Buyer’s acceptance and the necessary repairs will cost less than five {5%} percent of the Purchas Price and require fewer than thirty (30) days to complete, then (a) Seller must repair the damage prior to Closing In accordance wit sound marine practices to the standard of the Vessel immediately prior to the damage, (b) Buyer must pay the Balance to Close an take delivery of the Vessel as repaired, and (c) the Closing Date will be extended by the length of the repair period. the Vessel damaged to a greater extent subsequent to Buyer's acceptance, either party may terminate this Agreement with the sar consequences as if Buyer had rejected the Vessel. Either party’s obligation to perform will be suspended to the extent required 1 accommodate unforeseeable events beyond that party’s reasonable control (“Force Majeure Events”), including, without limitatio: acts of God, acts of terrorism, strikes, lockouts, riots, acts of war, fire, communication line failures, computer viruses, power failure accidents, tropical tropical storms, hurricanes, earthquakes, or other natural disasters. If a Force Majeure Event occurs, the tim periods referred to in this Agreement, including, without limitation, the Closing Date, will be deemed extended by the time necessa! to permit the affected party to perform in accordance with this Agreement; provided, however, if the Force Majeure Event delays th Closing Date for a period of at least thirty (30) days, either party may terminate this Agreement with the same consequences as Buyer had rejected the Vessel. 8. Default. If the Deposit is not patd when due or Closing is not consummated due to Buyer’s non-performance, including, withot limitation, failure to pay the Balance to Close or execute all documents necessary for completion of the purchase by the Closing Dat: the Deposit shall be by (or If the Deposit was not paid, Buyer shall pay a like amount to) the Seller and the Brokers ¢ Buyer's initi Seller’s Initials: Page 2 of a Rev. 4.23.1 liquidated and agreed damages, as consideration for the execution of this Agreement, in full settlement of all claims between tt parties, the Selling Broker shall return to Buyer any other funds received from Buyer, and the parties will be relieved of all obligation under this Agreement. Buyer and Seller agree that the Deposit will be applied first to payment of any unpaid costs or expenses thi Buyer or Broker incurred against the Vessel and then divided fifty percent (50%) to the Seller and fifty percent (50%) to the Broker which the Brokers shall divide in the same proportions as the commission would have been divided had a sale been consummated. the Closing is not consummated due to Seller's non-performance, the Deposit, and any other money paid or deposited by Buye pursuant to this Agreement will be returned to Buyer upon demand or Buyer will have the right of specific