Okaloosa County BOCC — November 4, 2014 — Purchase & Sale Agreement — reading text

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: 4, 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; ee 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. As required by Section 286.23, Florida Statutes, Seller shall submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement. Purchaser shall prepare the warranty deed. Purchaser shall prepare closing statements in cooperation with Seller. Title Company shall prepare the title, possession and lien affidavit and other documents required to issue the title insurance policy. 9. CLOSING COSTS. Purchaser WV Seller (A) _ Seller shall pay the following costs and expenses in connection with the Closing: A, Its costs of document preparation and its attorney's fees; PE Pro-rated ad valorem property taxes, intangible personal property taxes and assessments (if any) for 2014 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. (B) Purchaser shall pay the following costs and expense in connection with the Closing and this Agreement: a; Costs associated with Purchaser securing Surveys, Appraisals and Environmental Site Assessments; 2 Its costs of document preparation and its attorney's fees; a: Cost of the title insurance commitment and policy and search fees; and 4. Documentary Stamp Taxes and Recording fees associated with conveyance of the property and recording of the Deed. (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, based upon the current assessment and millage rates on the Property. In the event the Purchaser acquires fee title to the Property on or after November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector, or verify prior payment. 2 Utility charges, if any. 40. RISK OF LOSS AND SELLER REPRESENTATIONS. Seller assumes all risk of loss or damage to the Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to Purchaser in the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear excepted, and Seller shall prevent and refrain from any use of the Property for any 6 Purchaser WV Seller purpose or in any manner that would diminish its market or conservation value. Seller will maintain the Property in a comparable condition and will not engage in or permit any activity that would materially alter the Property. The Seller 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 Seller, however, Purchaser may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Seller represents and warrants: Ay Subject to anything disclosed by the Survey and the Disclosed Title Matters, there are no parties other than Seller in occupancy or possession of any part of the Property; 2 Seller has no actual knowledge of facts materially affecting the value of the Property that are not readily observable by Purchaser that have not been disclosed to Purchaser. 3. There are no private or governmental actions, suits, proceedings, or investigations pending against Seller or, to the best of Seller's knowledge, threatened, which could have an adverse effect on the Property. 4. The execution, delivery and performance of this Agreement and consummation of this transaction have been duly authorized by all necessary action and constitute a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms. &. At closing, Seller shall have terminated any and all third party uses of the Property for hunting, harvesting, silviculture, recreational and all other activities, unless otherwise disclosed to and agreed to by the Purchaser. 41. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Seller shall deliver possession of the Property to Purchaser at closing. 12. DEFAULT. (A) _ If Seller defaults under this Agreement, Purchaser may waive the default and proceed to closing, seek specific performance, or refuse to close, each without waiving any action for damages, or any other remedy permitted by law or in equity resulting from Seller's default. Purchaser UA Seller (B) In the event the Purchaser should fail to consummate the transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein or (ii) Seller's default, Seller may seek specific performance or pursue any other remedy permitted by law or in equity resulting from Purchaser's default. (C) Seller and Purchaser 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 non-performance 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, unusual transportation delays, 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, provided, however, if such force majeure continues to prevent performance under this Agreement more than 14 days beyond the Closing Date, then either party may terminate this Agreement by delivering written notice to the other and neither party shall have any further obligations under this Agreement. 43. BROKERS. Seller and Purchaser each warrants to the 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, except as accurately disclosed on the disclosure statement required in paragraph 8. Seller and Purchaser shall indemnify and hold harmless each other harmless from any and all such claims, whether disclosed or undisclosed. 14. ESCROW AGENT AND ESCROW PROCEDURE. The parties agree that the Title Agent shall act as Escrow Agent to hold and disburse funds and documents to facilitate closing, in accordance with the terms and conditions of this Agreement, unless alternate procedures are required to accommodate delivery of Grant funds. If any dispute or difference arises between Purchaser and Seller or if any conflicting demands shall be timely made upon Escrow Agent or if the Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, it may, in its sole discretion, continue to hold such funds until the parties mutually agree to disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties hereto, or Escrow Agent may deposit such funds with the Clerk of the Circuit Court of Okaloosa County, Florida, pursuant to interpleader procedure, whereupon after notifying all parties concerned with such action and paying all costs imposed by the Clerk as a result of such deposit, alll liability on the part of Escrow Agent shall terminate except to the extent of accounting for any monies theretofore delivered out of escrow. 15. 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. CST on 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 Purchaser N Seller extended to 5:00 p.m. CST on the next full business day. All time periods referencing number of days shall be calendar days, unless otherwise specified. 46. SEVERABILITY. If any of the provisions of this Agreement are deemed to be unenforceable and the unenforceability of said provisions does not adversely affect the purpose and intent of this Agreement, the enforceability of the remaining provisions of this Agreement shall not be affected. 17. SUCCESSORS IN INTEREST. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, legal representatives, successors and assigns. Whenever used, the singular shall include the plural and one gender shall include all genders. 48. 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. The Seller's execution and delivery of the closing instruments containing a revised legal description of the Property and the Purchaser's acceptance of said instruments and of the final Survey (if any) containing the revised legal description shall constitute a full and complete ratification and acceptance of the revised legal description of the Property by the parties. 419. 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. 20. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties after approval by the Okaloosa County Board of County Commissioners. 21. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally, transmitted via electronic mail, mailed postage prepaid, or sent by overnight courier to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 22. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Seller set forth in this Agreement shall survive the closing, the delivery and recording of the deed and Purchaser's possession of the Property for a period of one year after the Closing. Purchaser WM seter 23. APPLICABLE LAW. This Agreement shall be governed by and