Fort Walton Beach Ordinance — 1750 sale real property 109 Ready — reading text

notice of it shall be recorded in any public records. This Agreement shall bind and inure to the benefit of the par- ties and their successors in interest. Whenever the content permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party. 20. DEFAULT If Purchaser fails to close this transaction when required under the terms and conditions of this Agreement, within the time specified, unless such failure is due to the City' s own lack of performance or inability to meet the re- quirements of this contract, the Five Thousand Dollar ($ 5, 000. 00) earnest Page 10 money deposit paid by Purchaser and agreed to be paid, may be retained by or for the account of the City as agreed upon liquidated damages, considera- tion for the execution of this Agreement and in full settlement of any claims; whereupon, the Parties shall be relieved of all obligations under Agreement. If for any reason other than failure of the City to make City' s title marketable af- ter diligent effort, the City fails, neglects or refuses to perform this Agreement, the Purchaser may seek Specific Performance or elect to receive the return of Purchaser' s earnest money deposit and thereby waiving any action for dam- ages resulting from the City' s breach. 21. TIME OF ESSENCE Time of performance under this contract is of the essence. Time pe- riods herein of less than 6 days shall in the computation exclude Saturdays, Sundays and state or national legal holidays, and any time period provided for herein which shall end on Saturday, Sunday or legal holiday shall extend to 5: 00 p. m. of the next business day. 22. INSPECTION A. I nspection and I nspection Period. Purchaser shall have the right to enter upon and into the Real Property for the purposes of inspection and performing such tests and evaluations as Purchaser deems appropriate in order to determine the acceptability of the Real Property and feasibility of the proposed project. It is the intention of the parties of this Agreement that the inspection period will afford Purchaser the opportunity to make a due diligence inquiry as to the status and condition of the Real Property and its potential for utilization. The Purchaser may make such inspections and perform such tests as it deems necessary, including, but not limited to, tests relating to the soil and environmental condition of the Real Property as provided by this Agreement, its zoning, its consistency with applicable Comprehensive Land Use Plans, the levels of service and concur- rency obligations imposed by the Growth Management Act of 1985, the avail- ability of building and other relevant permits, the availability of utility services capable of servicing the Real Property, impact fees, access curb cuts, and such other investigations as Purchaser deems necessary. Purchaser shall not commit or permit wastes or create any dangerous conditions on or to the Real Property, and charges for work or tests performed by Purchaser or at Pur- chaser' s request will be promptly paid by the Purchaser. If Purchaser deter- Page 11 mines for any reason that the Real Property is not suited for Purchaser, the Purchaser may, within sixty ( 60) days of the Effective Date cancel this agreement ( the " General Inspection Period Cancellation Date") by written no- tice to the City and receive a return of all earnest money paid. B. Cancellation for Environmental Reasons. Notwithstanding anything to the contrary in 22. A, with respect to the environmental conditions associated with the Real Property, Purchaser may only cancel this agreement and receive a return of all earnest money paid upon anyone or more the following (" Purchaser' s Limited Environmental Cancellation Election"): ( i) Purchaser' s environmental consulting and legal professionals certify to Purchaser that all Qualified Site Rehabilitation Ex- penses likely to be incurred are estimated to exceed One Million Four Hun- dred and Fifty Thousand Dollars ($ 1, 450, 000. 00) or ( ii) the results of soil, groundwater, surface water or vapor testing indicate that a regulated sub- stance in any media has migrated off-site; or ( iii) FDEP does not accept or, in Purchaser' s reasonable determination, fully implement Purchaser' s Supple- mental Phase II Scope of Work; or ( iv) Purchaser' s environmental consulting and/ or legal professionals certify to Purchaser that the activity and use limita- tions likely to be imposed on Purchaser by the Florida Department of Envi- ronmental Protection ( or any other governmental entity) in connection with the issuance of an SRCOC would prevent Purchaser from either fully developing or fully operating on the Property as Purchaser currently intends; and ( v) Pur- chaser' s environmental legal professionals certify to Purchaser that environ- mental insurance in the form of either or both of a Pollution Legal Liability Pol- icy and a Remediation Cost Cap Policy from an A.M. Best Company A+ rated insurer is not reasonably available to Purchaser in connection with Purchas- er's acquisition, development, construction, and operation of the Real Proper- ty. Purchaser' s Limited Environmental Cancellation Election must be made to the City in writing no later than ninety ( 90) days after the later of the date of delivery of the City' s Supplemental Phase II Report or issuance by Purchaser of a Supplemental Phase II Report by Purchaser' s consultant ( the nEnviron- mental Inspection Period Cancellation Daten). C. Waiver of Cancellation Riahts. If Purchaser fails to notify the City on or before either the General In- spection Period Cancellation Date or the Environmental Inspection Period Cancellation Date, as each may be applicable, the conditions to closing pro- vided by this paragraph will be deemed satisfied and closing on this Agree- ment will take place as otherwise herein provided. Page 12 23. APPLICABLE LAW: INVALIDITY This Agreement, and the rights and liabilities of the parties to the Agreement, shall be governed by the laws of the State of Florida. If any provi- sion of this Agreement is invalidated by judicial decision or statutory enact- ment, the invalidity of any such provision will not effect the validity of any oth- er provision of the Agreement except where such provision' s invalidation would materially and adversely affect a party' s reasonable expectations under this Agreement. 24. NO BROKERS City and Purchaser covenant and agree with each other that City has not listed the Property with a realtor and has not dealt with any realtor or sales agent in connection with the sale of the Property and further that Pur- chaser has not engaged any real estate broker or sales agent nor has one been involved in this transaction in anyway whatsoever and further that such party will not be liable for any sales commission or similar fees by any broker or agent by reason thereof, it being understood that each such party is hereby indemnifying and agreeing to hold the other harmless from any liability for real estate sales commission or similar fees, if any, arising from the closing con- templated herein should a claim be made by any broker or agent against City or Purchaser in connection therewith. 25. SIGN IN COUNTERPARTS This Contract may be executed simultaneously in two or more coun- terparts, each of which shall be deemed an original, but all of which shall con- stitute one and the same instrument. 26. BINDING EFFECT The covenants and agreements contained in this agreement will inure to the benefit of and be binding on the parties and their respective heirs, ex- ecutors, administrators, successors and assigns. 27. SURVIVAL OF COVENANTS The covenants, terms, and provisions of this agreement will survive the closing of title and delivery of the deed. Page 13 28. CAPTIONS Captions in this Agreement are included for convenience only and are not to be taken into consideration in any construction or interpretation of this Agreement or any of its provisions. 29. OTHER AGREEMENTS No prior or present Agreements or representations shall be binding upon Purchaser or the City unless included in this Agreement. No modifica- tions or change in this Agreement shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. WASTE MANAGEMENT INC. OF FLORIDA, A FLORIDA CORPORATION Dated: December 1 t 2008 By: t( Brendan Sheehan Authorized Representative CITY OF FORT WALTON BEACH A FLORIDA MUNICIPAL CORPORATION tJ! Dated: / 1/Lf/ Page 14  EXHIBIT A LEGAL DESCRIPTION OF PARCEL LEGAL DESCRIPTION ( AS FURNISHED): THAT PART OF THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 2 SOUTH, RANGE 24 WEST IN THE CITY OF FORT WALTON BEACH COMMERCE AND TECHNOLOGY PARK, OKALOOSA COUNTY, FLORIDA, BEING MORE P ARTICULARL Y DESCRIBED AS FOLLOWS: COMMENCE AT THE 4- INCH BY 4- INCH CONCRETE MONUMENT MARKING THE SOUTHEAST CORNER OF SAID SECTION 8 FOR THE POINT OF REFERENCE; THENCE PROCEED NORTH 87 DEGREES 27 MINUTES 20 SECONDS WEST ALONG THE SOUTH LINE OF SAID SECTION FOR A BASIS OF BEARING A DISTANCE OF W); THENCE CONTINUE NORTH 87 930. 97 FEET TO THE WEST RIGHT- OF- WAY LINE OF HILL AVENUE ( 100' R/ DEGREES 27 MINUTES 20 SECONDS WEST A DISTANCE OF 300' TO THE POINT OF BEGINNING OF THE LAND TO BE DESCRIBED; THENCE NORTH 01 DEGREE 15 MINUTES 20 SECONDS EAST A DISTANCE OF 430.70 FEET; THENCE NORTH 87 DEGREES 27 MINUTES 20 SECONDS WEST A DISTANCE OF 100. 00 FEET; THENCE NORTH 01 DEGREE 15 MINUTES 20 SECONDS EAST A DISTANCE OF 808. 20 FEET TO A POINT ON THE SOUTH RIGHT- OF-WAY OF LOVEJOY ROAD ( RIGHT- OF-WAY VARIES); THENCE NORTH 88 DEGREES 46 MINUTES 20 SECONDS WEST, ALONG SAID SOUTH RIGHT- OF- WAY LINE OF LOVEJOY ROAD, A DISTANCE OF 417. 71 FEET TO THE POINT OF CURVATURE OF A CURVE, CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 25. 00 FEET; THENCE PROCEED SOUTHWESTERLY ALONG SAID CURVE, AN ARC DISTANCE OF 39. 25 FEET THROUGH A DELTA ANGLE OF 89 DEGREES 57 MINUTES 52 SECONDS, CHORD BEARING OF SOUTH 46 DEGREES 14 MINUTES 44 SECONDS WEST AND CHORD DISTANCE OF 35.34 FEET, TO THE POINT OF TANGENCY WITH THE EAST RIGHT -OF- WAY LINE OF READY AVENUE; THENCE SOUTH 01 DEGREE 15 MINUTES 48 SECONDS WEST ALONG SAID EAST RIGHT-OF-WAY LINE OF READY AVENUE A DISTANCE OF 1203. 73 FEET; THENCE SOUTH 87 DEGREES 27 MINUTES 20 SECONDS EAST A DISTANCE OF 542. 97 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINING 13. 53 ACRES, MORE OR LESS. RESERVING TO THE CITY OF FORT WALTON BEACH, FLORIDA, ITS SUCCESSORS AND ASSIGNS, A TEN ( 10) FOOT EASEMENT FOR THE INSTALLATION, MAINTENANCE, REPAIR AND SERVICING OF UTILITIES FOR THE BENEFIT OF THE CITY OF FORT WALTON BEACH, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE EASEMENT AT THE POINT OF BEGINNING OF THE LAND DESCRIBED ABOVE; THENCE NORTH 01 DEGREE 15 MINUTES 20 SECONDS EAST A DISTANCE OF 430. 70 FEET; THENCE NORTH 87 DEGREES 27 MINUTES 20 SECONDS WEST A DISTANCE OF 100. 00 FEET; THENCE NORTH 01 DEGREE 15 MINUTES 20 SECONDS EAST A DISTANCE OF 808. 20 FEET TO A POINT ON THE SOUTH RIGHT- OF- WAY OF LOVEJOY ROAD ( RIGHT- OF- WAY VARIES); THENCE NORTH 88 DEGREES 46 MINUTES 20 SECONDS WEST, ALONG SAID SOUTH RIGHT- OF- WAY LINE OF LOVEJOY ROAD, A DISTANCE OF 10 FEET; THENCE SOUTH 01 DEGREE 15