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

the Parties are authorized to issue a check or wire cash directly to the Escrow/ Closing Agent for any expenses related to this transaction. GENERAL PROVISIONS SECTION 12. Brokers and Indemnity_ Each Party warrants to each other 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. Each Party shall to the extent permitted by applicable law indemnify and hold harmless each other from any and all such claims under this paragraph, whether disclosed or undisclosed. However, the Parties agree that this provision shall not have the effect of waiving sovereign immunity or the provisions of section 768.28, Florida Statutes. SECTION 13. Time. Time is of essence with respect to all dates or times set forth in this Agreement. Unless otherwise specified, the expiration of any period of time prescribed in this Agreement shall occur at 5: 00 p. m. of the last day of the period. Should any period of time specified herein end on a Saturday, Sunday, or legal holiday recognized in Okaloosa County, Florida, the period of time shall automatically be extended to 5: 00 p. m. of the next full business day. All time periods referencing number of days shall be calendar days, unless otherwise specified. All dates and timelines herein shall run from the date this Agreement is executed by both Parties ( the " Effective Date"). SECTION 14. Third- Party Beneficiaries. This Agreement shall bind and inure to the benefit of only the County and the City. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third- party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit pursuant to the terms or provisions of this Agreement. SECTION 15. 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. 7 SECTION 16. Severability. If any one or more of the provisions of this Agreement shall be held contrary to any express provision of law or contrary to any policy of express law, then the remainder of this Agreement shall remain in full force and effect. SECTION 17. Amendments. Neither this Agreement nor any portion of it may be modified or waived orally. The provisions hereof may be amended or waived only pursuant to an instrument in writing, approved by the City Council and the Board of County Commissioners, and jointly executed by the parties hereto. This Agreement shall be enforced and be binding upon, and inure to the benefits of, the parties hereto and their respective survivors and assigns, if any. This Agreement shall not be assigned without the permission of all parties to the agreement. SECTION 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 19. Representations and Warranties. Each party hereby represents and warrants to the other that it has all requisite power, authority and authorization to enter into this Agreement, has taken all necessary actions required to enter into this Agreement, and to fulfill any and all of its obligations, duties, and responsibilities provided for or required of it by this Agreement, whether exercised individually or collectively. SECTION 20. Filing of Agreement. The County is hereby authorized and directed after approval, to file this Agreement with the Clerk of the Circuit Court of Okaloosa County, Florida, for recording in the public records of Okaloosa County, Florida as provided in Section 163. 01 ( 11), Florida Statutes. SECTION 21. Representatives/ Agents. The County's representative in all matters related to this agreement shall be the Okaloosa County Administrator, 1250 N. Eglin Pkwy., Suite 102, Shalimar, Florida 32579 (the " County"). The City's representative in all matters related to this agreement shall be the Ft. Walton Beach City Manager, 107 Miracle Strip Parkway SW, Ft. Walton Beach, Florida 32548 SECTION 22. Default. If a Party defaults under this Agreement, the other Party may waive the default and proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any funds expended in furtherance of this agreement, each without waiving any action for damages, or any other remedy permitted by law or in equity resulting from the default. SECTION 23. Waiver. Failure of either party 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. 8 SECTION 24. Force Majeure. The Parties shall not be required to perform any obligation under this Agreement or be liable to each other for damages so long as the performance or nonperformance of the obligation is delayed, caused or prevented by an act of God of force majeure. An " act of God" or" force majeure" is defined as hurricanes, earthquakes, floods, fire, wars, insurrections and any other cause not reasonably in the control of the claiming party and which by exercise of due diligence the non- performing party is unable in whole or in part to prevent or overcome. SECTION 25. Risk of Loss and Condition of Real Property. Each Party assumes all risk of loss or damage to their Property prior to the date of closing that the Property shall be transferred and conveyed to other Party in the same or essentially the same condition as of the date of execution of this Agreement, ordinary wear and tear excepted. The current owner shall prevent and refrain from any use of the Property for any purpose or in any manner that would diminish its market or conservation value. The current owner will maintain the landscaping and grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property. The current owner shall not transfer or encumber any interest in the Property prior to closing. If the condition of the Property is altered by an act of God or other natural force beyond the control of current owner, the other Party may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Subject to anything disclosed by the Survey, the current owner represents and warrants that there are no parties other than them in occupancy or possession of any part of the Property. Each Party warrants that there are no other facts, known as current owner, that materially affecting the value of the Property that are not readily observable to other Party or that have not been disclosed to other Party. SECTION 26. Survival, The covenants, warranties, representations, indemnities and undertakings of Parties set forth in this Agreement shall survive the closing, the delivery and recording of the deeds/ property described herein. SECTION 27. Dispute Resolution. The Parties shall attempt to resolve any dispute that arise under this Agreement in good faith by participating in mediation. This mediation shall be in lieu of the requirements of the " Florida Governmental Conflict Resolution Act." The mediator shall be mutually agreed upon by the Parties and the cost of mediation shall be borne equally between the parties. In the event the matter is not resolved through the mediation process, each party shall be free to pursue any of its available remedies. SECTION 28. Attorney' s Fees and Costs. If litigation is instituted seeking to enforce the terms of this Agreement, or in any way related to this Agreement, then the prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in the litigation, including fees and cost incurred in any resulting appeal, and any fees and costs incurred litigating entitlement to and the reasonableness of any attorney's fees and costs. 9 SECTION 29. Governing Law and Venue. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Florida. Venue for any action arising out of this Agreement shall be in Okaloosa County, Florida. SECTION 30. Notice. If written notice to a party is required under this Agreement, such notice shall be given by hand delivery, recognized overnight delivery service, or by first class mail, registered and return receipt requested. As to the County as follows: Okaloosa County Attn: County Administrator 1250 Eglin Pkwy N, Suite 102 Shalimar, FL 32579 As to the City as follows: City of Ft. Walton Beach Attn: City Manager 107 Miracle Strip Parkway SW Ft. Walton Beach, FL 32548 SECTION 31. Sovereign Immunity. The Parties further agree that nothing contained herein is intended to nor shall be construed a waiver of the County or City' s rights and immunities under the common law or section 768. 28, Florida Statutes, as amended from time to time. Signatu re Page to Follow************* 10  IN WITNESS WHEREOF, the parties hereto, by and through the undersigned, have entered into this Interlocal Agreement on the date and year last written below. OKALOOSA COUNTY, FLORIDA GOMMisS,Oy p 9 B .. Robert A. " Trey” Goodwin II, Chairman 0 Z' Date: 4. 21. 26 Ok+LOOS? ATTEST: CCU IR L• MCy f3".., Brad E. Embry, Clerk 7 O x k_,,,-- O 9COUNTY APPROVED AS TO FORM: Lynn - PI, Co rney 11 CITY OF FT. WALTON BEA - , FLORIDA A6w/ By. Nic ay• Date: 4uKe- a3 • ATTEST: k L-"2- 2- 0.01-.-- 1-------/ Clerku` Kim MTB rnes, City FLQp14- e APPRO ED / S TO FORM: ir. Jeff B rn. . City Attorney