Fort Walton Beach Ordinance — 2214-Disposition of 1.85 Acres on Lewis Turner Blvd to Okaloosa County — reading text

terminate this Agreement. B. Each Party warrants to the best of their knowledge that there are no private or governmental actions, suits, proceedings, or investigations pending against them or the Property which could have an adverse effect on the Property. SECTION 4. PURCHASE PRICE. The " Purchase Price" between the Parties shall be equal when considering the land value of the properties exchanged, plus any remediation, demolition, and carryover usage of the properties. SECTION 5. Contingencies. The following shall be conditions precedent for the property exchange/ purchasing subject to the specific terms and conditions with each contingency. A. Approvals. The effective date and enforceability of this Agreement is wholly contingent upon the approval of this Agreement by each Party's governing body and signature by their Chairman/ Mayor evidencing said approval after a properly noticed meeting, or as otherwise mandated by Florida Statutes. Should either Party fail to approve this Agreement, this Agreement shall be null and void. B. Substantial Adjustments to Exchanged Properties shown in Attachment A. The Parties acknowledge that the sketches in Attachments " A" were prepared in good faith as to logical property boundaries, without the benefit of a survey of the exact Property boundaries. As a condition precedent, the parties agree that if the properties are substantially different than what is shown in Attachments A, the acquiring Party may terminate this Agreement without any penalties. Generally, substantial adjustments shall mean reductions of 1/ 4 acre or greater, however a " substantial adjustment" determination and decision to terminate shall be at the sole determination of the acquiring Party but must be made within 30 days of receiving the Property survey, otherwise all such objections shall be deemed waived. SECTION 6. Feasibility and Suitability Analysis. Within 60 days of the Effective Date of this Agreement, each Party, at its sole cost and expense, may conduct a feasibility and 3 suitability analysis of the Property to determine, in each Party's sole discretion, whether the Property is suitable for its intended purposes. If a Party determines the Property is not suitable for its use, it may terminate this Agreement, and neither party shall have any further obligations under this Agreement. Such feasibility and suitability analysis may include the following: A. Environmental Site Assessment - Each Party shall provide the other Party any previous, current, or pending court actions or regulatory actions, environmental audit information, if any, and other such information regarding any potentially hazardous conditions on or around their Property that are in their control. The Party acquiring the property may conduct an environmental site assessment of the Property to determine the existence and extent, if any, of any 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. B. Other Investigations -Either Party may undertake such other tests, analyses, investigations, and inspections as deemed necessary to determine to each Party's satisfaction the Property's engineering, architectural, and environmental properties; zoning, zoning restrictions and land use; soil, grade, and other environmental features; availability of access to public roads, water, and other utilities; consistency with local, state, and regional growth management plans; availability of permits, approvals, and licenses, including any wetlands permits that may be required; and all other investigations or inspections that the acquiring Party deems necessary to determine the Property's suitability for the acquiring Party's intended use. If either Party, in its sole discretion, determines that the Property is unacceptable for the Party's intended use, that Party may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. C. Any Party doing investigation on the other Party's property shall promptly restore any portions of the Property affected by their inspections and investigations to the condition that existed immediately prior to the inspections or investigations. D. Both Parties agree that from the date this Agreement is executed by the Parties that their agents, upon reasonable notice, shall have the right to enter the other Party's Property for all lawful purposes in connection with this Agreement. SECTION 7. TRANSITION OF EXISTING USES ON THE COUNTY' s PROPERTY. The City shall provide the County transitional ( not-to-exceed) time periods from the date of closing to remove the following uses from the County' s site. These uses are located on paved asphalt areas and are not involved with any structure, except for a small bus shelter. This shall not preclude the City from demolishing the former hospital building during these periods, or any planning survey, design and other work they desire to perform on the site. The two transitional periods and uses are as follows: 4 a. 6 months - Bus Stop/ Hub - The County is currently reviewing its transit routing and service levels. The Bus stop/ hub will be removed from the Property and relocated or eliminated. b. 12 months - Health Department Parking - The County recently removed approximately 50% of the former hospital. That property/ location will stay with the County and will be redeveloped into new vehicular parking for the Health Department staff which currently parks over the entirety of the County' s site. The County' s health department parking will removed from the site and be relocated. This time allow for the design, permitting, procurement, and construction of the relocated parking. SECTION 8. TITLE INSURANCE. At either Party's option and sole expense they may obtain a marketable title insurance commitment, to be followed by an ALTA owner's marketable title insurance policy from a title insurance company of their choosing, insuring marketable title to the Property being purchased in the amount of the Exchanged Property and Purchase Price, if applicable). SECTION 9. DEFECTS IN TITLE, If the title insurance commitment or Survey furnished pursuant to this Agreement discloses any title matters that are not acceptable to Party receiving the Property, the current Property owner shall within 30 days after notice from Purchaser, work to remove said matters. Any violation of federal, state or local laws, including statutes, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions shall be considered a title defect. At current Property Owner's option, the current owner agrees to use diligent effort to correct the defects in title within the time provided therefor, including the bringing of necessary suits. If the current owner is unsuccessful in removing the title defects within said time or if current Property owner elects not to pursue the curing of said title defects, the Party set to receive the Property shall have the option to either: ( a) accept the title as it then is with no reduction in the Purchase Price, or ( b) terminate this Agreement, thereupon releasing both Parties from all further obligations under this Agreement; SECTION 10. CLOSING. A. The consummation of the transaction contemplated by this Agreement (the " Closing") shall take place at a location mutually agreed upon by both parties, on a date that is mutually agreeable to the parties (the " Closing Date"), but no later than 120 days following the date this Agreement is approved by the Board and City Council, unless a delay is mutually agreeable to the parties. The Agents of each Party shall be authorized to agree to any adjustments of the Closing Date on behalf of their Party. Both parties have a right to conduct a " mailed" closing. B. It is the intent of the Parties each Party will be conveyed, at closing, Fee simple ownership and possession of the other Party' s Property. C. At Closing each Party shall execute the following for the conveyance of their Property. 5  1. Execute, acknowledge and deliver to the City a County Deed in accordance with Section 125.411, Florida Statutes, conveying the Property; Execute, acknowledge and deliver to the County a Warranty Deed, conveying the Property; 2. Execute and deliver to the other Party a mechanic's lien and possession affidavit in sufficient form and substance so as to allow the Title Company to remove the mechanical lien exception and parties- in- possession exception from the Title Commitment for their Property; 3. Execute and deliver to the Title Company an affidavit that there have been no changes to the conditions of title from that shown in the Title Commitment in order for the Title Company to delete the " gap" exception; 4. Execute and deliver to the other Party instruments satisfactory to the other Party reflecting the proper power, good standing and authorization for the sale of the Property from each Party hereunder; 5. Execute and deliver a FIRPTA affidavit in form and substance acceptable to the other Party and the Title Company; 6. Execute and deliver to other Party a closing statement setting forth the Purchase Price, deposit, adjustments, prorations and closing costs as set forth herein; and 7. Produce, execute and deliver to other Party any documents necessary to clear any title defects. D. Contemporaneously with the performance by current owner of its obligations set forth above, at Closing, the acquiring Party shall do the following: 1. Execute and deliver instruments satisfactory to other Party and the Title Company reflecting the proper power, good standing and authorization for the purchase and/ or sale of the Property herein; and 2. Execute and deliver to other Party a closing statement setting forth any closing costs as set forth herein; and 3. Execute and deliver such other documents as may be required by this Agreement. E. The Closing Agent shall prepare all deeds, closing statements and the titles, possession and lien affidavits certified to be executed by the Parties and title insurer. F. Closing Costs. Each Party shall pay the following costs and expenses in fulfilling its obligation in connection with this Agreement: 1. Its attorney's fees; 2. All costs needed to cure title and provide title evidence for its Property; 3. Any costs of operating or maintaining its Property which have been accrued prior to the Closing; 4. All mailing costs associated with Closing for its paperwork. 5. Survey costs for their property 6. Any of their Feasibility and Suitability activities, if any, 7. Its portion of recording fees associated with the transaction; 6  8. Its portion of all documentary stamps and any intangible taxes in connection with the conveyance of the Property; 9. The costs of the title commitment and insurance it secures; 10. Its costs associated with any financing. 11. The prorated share of taxes, if any, as of midnight of the day prior to Closing. 12. 50% of closing agent and recording costs. SECTION 11. Escrow/Closing Agent- The Parties designate Kerry A. Parsons, Nabors, Giblin & Nickerson, P. A., 1500 Mahan Dr. Suite 200, shall serve as the Escrow/ Closing Agent pursuant to this Agreement. Once all contingencies have been satisfied and a closing date has been set