Okaloosa County BOCC — February 3, 2015 — Purchase & Sale Agreement — reading text

PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made this __ day of , 201_, between Thomas B. Horne, lll, Dallas Briscoe Horne, Barbara Beth Horne and Daniel Gene Horne, joint tenants, 5908 Houston Lane, Crestview, Florida, 32539, collectively as “Seller"), and OKALOOSA COUNTY, a political subdivision of Florida, through its Board of County Commissioners (the "Board") with an address at 1804 Lewis Turner Boulevard, Suite 100, Fort Walton Beach, Florida 32547, as "Purchaser”(the “Agreement”). For and in consideration of the Purchase Price and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO PURCHASE AND SELL. (A) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, subject to the terms and conditions hereinafter set forth, all of Seller's rights, title, and interest in and to the real property located in Okaloosa County, Florida, shown in Exhibit "A", together with all improvements, easements and appurtenances ("Property”), in accordance with the provisions of this Agreement. (B) The acquisition by the Purchaser will be handled through the Okaloosa County Water and Sewer Department as a separate enterprise fund of the County, with the Water and Sewer Director as the Purchaser's representative. (C) There shall be no deposit required with the execution of this Agreement by the Purchaser. (D) Seller Agrees to convey to Purchaser at Closing an access easement providing ingress and egress to and from the Property at a location and in a form mutually agreeable to Purchaser and Seller. (E) At Closing, Seller agrees to convey to Purchaser a 20-foot utility easement as shown in Exhibit “A”. 2. CONTINGENCIES. This Agreement shall not be binding on the parties until fully executed first by the Seller and then only upon approval by the Okaloosa County Board of County Commissioners and execution by the Chairman of that Board. All dates and timelines herein shall run from the date this Agreement is executed by the Chairman of the Okaloosa County Board of County Commissioners. 3. PURCHASE PRICE. Purchaser }}Ey_f/ - Seller* (A) The purchase price for the Property is Seventy Thousand and 00/100 DOLLARS ($70,000.00) (“Initial Purchase Price") which, after credit for any deposit, will be paid by County certified check or by electronic transfer at closing. (B) Seller hereby authorizes Purchaser to issue a County check or electronic transfer for the Purchase Price directly to the Escrow Agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the Escrow Agent to pay Seller's expenses of sale and prorated real estate taxes. (C) The Initial Purchase Price is subject to adjustment in accordance with Seller credits and debits as set forth in this Agreement and the Final Purchase Price shall be determined consistent therewith. 4. FEASIBILITY AND SUITABLITY ANALYSIS. (A) Seller has provided Purchaser with access to the Property and Purchaser, at its expense, has undertaken such analysis of the Property as it deems appropriate to determine feasibility and suitability for Purchaser’s purposes. (B) Environmental Site Assessment — Seller has provided to Purchaser any previous, current, or pending court actions or regulatory actions, environmental audit information, if any, and other such information regarding any potential hazardous soil or water conditions on or around the Property that are in Seller's control. (C) Purchaser, in its discretion, may cause to be performed, at its sole expense, a Phase | Environmental Site Assessment of the Property (and a subsequent Phase ll, if necessary)(individually or collectively, the “ESA”). If such ESA discloses the presence of any Hazardous Material, Seller shall have the right to perform such cleanup and remediation as is necessary hereunder. Upon Seller's failure to perform such cleanup and remediation, prior to the Closing Date, Purchaser may elect to: (i) terminate this Agreement, in which event neither party shall have any liability to the other; (ii) negotiate with the Seller a reduction in the Purchase Price, and then proceed to Closing with the new Purchase Price in effect, or (iii) proceed to Closing without abatement of the Purchase Price. (D) Survey - Purchaser may, prior to closing and at Purchaser’s expense, have the Property surveyed and deliver a written notice to Seller, within five (5) days from receipt of the survey but no later than five (5) days prior to closing, of any encroachments on the Property, encroachments by the Property’s improvements on other lands, or deed restrictions or zoning violations. Any such encroachment or violation will be treated in the same manner as a title defect as provided in paragraph 6. (E) Other Investigations - Purchaser has been provided the opportunity to undertake such other tests, analyses, investigations, and inspections as deemed necessary by Purchaser to determine to Purchaser’s satisfaction the Property’s zoning 7 ___Purchaser 1Z\B#, 72@2’;; /Seller restrictions and land use; environmental features; access to public roads and utilities; consistency with growth management plans; and all other investigations or inspections that Purchaser deems necessary to determine the Property’'s suitability for the Purchaser’s intended use. 5. TITLE INSURANCE. Purchaser may obtain a title insurance commitment (the “Commitment”), to be followed by an ALTA owner's title insurance policy from a title insurance company approved by Purchaser (“Title Company”), insuring marketable title to the Property in the amount of the Initial Purchase Price. 6. DEFECTS IN TITLE. If the Commitment furnished pursuant to this Agreement discloses any title matters (the “Disclosed Title Matters”) that are not acceptable to Purchaser, Purchaser shall, have five (5) days from receipt of the Commitment in which to give written notice to Seller of any unacceptable title matters (“Title Notice™); provided, however, that ad valorem taxes for the year of Closing and subsequent years shall not constitute permissible grounds for objection by Purchaser, it being understood and agreed that if Purchaser is dissatisfied with the Disclosed Title Matters, that Purchaser's sole remedy shall be cancellation of the Agreement. Purchaser’s failure to deliver a Title Notice, or to mention any title matter in the Title Notice, shall constitute a waiver of objections to title by Purchaser to the extent that the Title Notice either is not given or does not disclose an objection or objections. Seller shall have the right, but not the obligation, within ten (10) days from the actual receipt of the Title Notice in which to elect to cure the objections or defects so specified by Purchaser, and if Seller elects to cure, Seller shall use reasonable diligence to cure same before the Closing Date. Defects arising from liens against the Property shall be satisfied at Closing from Seller's proceeds. If Seller is unsuccessful in removing the title defects set forth in the Title Notice within the time provided in this Agreement or if Seller elects not to pursue the curing of said title defects set forth in the Title Notice, Purchaser 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 Purchaser and Seller from all further obligations under this Agreement. 7. CLOSING. (A) The consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place at the County Administrator’s office or another mutually agreed upon site, on a date after Board approval that is mutually agreeable to the parties (the “Closing Date”), but no later than 60 days from the full execution of this Agreement, unless a delay is mutually agreeable to the parties. Possession of the Property shall be granted by Seller to Purchaser no later than the Closing Date. (B) It is the intent of the parties that Purchaser will be conveyed, at Closing, fee simple ownership of the Property. Purchaser DB /A1 Seller (C) At Closing the Seller shall execute, acknowledge and deliver to Purchaser the following for the conveyance of the Property: 1. A General Warranty Deed conveying the Property, which deed shall be in form for recording in the public records of Okaloosa County; 2. A mechanic's lien and possession affidavit in sufficient form and substance so as to allow the Title Company to remove the mechanic's lien exception and parties-in-possession exception from the Title Commitment; 3. 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. Instruments satisfactory to Purchaser and the Title Company reflecting the proper power, good standing and authorization for the sale of the Property from Seller to Purchaser hereunder; 5. A FIRPTA affidavit in form and substance acceptable to Purchaser and the Title Company; 6. Assignment of any access easements with adjacent property owners for ingress and egress to portions of the Property; and 7. A closing statement setting forth the Purchase Price, adjustments, prorations and closing costs as set forth herein. (D) Contemporaneously with the performance by Seller of its obligations set forth above, at Closing Purchaser shall pay the balance of the purchase price, as adjusted in accordance with the terms of this Agreement, and execute, acknowledge and deliver the following: 1. Instruments satisfactory to Seller and the Title Company reflecting the proper power, good standing and authorization for the purchase of the Property from Seller by Purchaser hereunder; 2. A closing statement setting forth the Purchase Price, Deposit, adjustments, prorations and closing costs as set forth herein, and; 3. Such other documents as may be required by this Agreement. 8. PREPARATION OF CLOSING DOCUMENTS. Purchaser shall prepare the warranty deed. Purchaser shall prepare closing statements in cooperation with Seller, and the title, possession and lien affidavit and other documents required to issue the title insurance policy in cooperation with the Title Company. Purchaser Sgfipf /é iy Seller 9. CLOSING COSTS. (A) Seller shall pay the following costs and expenses in connection with the Closing: 1. Its costs of document preparation and its attorney’s fees; 2. Pro-rated ad valorem property taxes, intangible personal property taxes and assessments (if any) for 2015 and prior years for the Property; 3. Any costs needed to cure title defects; and 4. Any costs of operating or maintaining the Property prior to the Closing. 5. Documentary Stamp Taxes and Recording fees associated with conveyance of the property and recording of the Deed and easements required under this Agreement. (B) Purchaser shall pay the following costs and expense in connection with the Closing and this Agreement: 1. Costs associated with Purchaser securing Surveys, Appraisals, Preliminary Geotechnical Investigations, and Environmental Site Assessments; 2. Its costs of document preparation and its attorney’s fees; 3. Cost of the title insurance commitment and policy and search fees; and (C) The following items shall be prorated between Seller and Purchaser as of midnight of the day prior to Closing and shall be reflected on the Closing Statement: 1. All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Seller at closing. If the Purchaser acquires fee title to the Property between January 1 and November 1, Seller shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer,