Okaloosa County BOCC — April 5, 2016 — Agreement For Purchase — reading text

AGREEMENT FOR PURCHASE AND SALE OF IMPROVED LAND Parcel ID No. 17-3N-23-2490-0068-0010 THIS AGREEMENT FOR PURCHASE AND SALE OF IMPROVED LAND (the "Agreement") is made between OKALOOSA TITLE & ABSTRACT COMPANY, a Florida corporation (“Seller"), 402 N. Main Street, Crestview, FL 32536, and OKALOOSA COUNTY, a political subdivision of the State of Florida ("Buyer"), 1804 Lewis Turner Boulevard, Suite 100, Fort Walton Beach, Florida 32547 (collectively the "Parties"). 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. SALE AND PURCHASE. The Seller agrees to sell, and the Buyer agrees to buy, on the terms and conditions specified herein, all of Seller’s rights, title, and interest in and to that certain tract or parcel of real property described on Exhibit "A" attached hereto and incorporated herein, together with any and all improvements, including but not limited to all structures, betterments, and utilities, if any, located thereon or thereunder, of any nature now or thereafter situated, in whole or in part, thereon, regardless of whether physically affixed thereto or severed or capable of severance therefrom (the foregoing parcel and improvements being referred to as the "Property"). 2. PURCHASE PRICE. The purchase price ("Purchase Price") to be paid for the Land shall be ONE HUNDRED NINETY-FIVE THOUSAND NINE HUNDRED and 00/100 dollars (8195,900.00), to be paid by Buyer in U.S. funds at closing, subject to adjustments and pro-rations, to be paid by the Okaloosa County Clerk and Comptroller by wire transfer. 3. CLOSING. 3.1 Closing Date; Occupancy. This Agreement will be closed and the deed and possession delivered on a date mutually agreeable to the Parties, but not later than sixty (60) days following the Effective Date of this Agreement (“Closing Date™). Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems. Unless the Closing Date is specifically extended by the Buyer and Seller or by any other provision in this Agreement, the Closing Date shall prevail over all other time periods including, but not limited to, financing and feasibility study periods. If on Closing Date insurance underwriting is suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted. If this transaction does not close for any reason, Buyer will immediately return all Seller-provided title evidence, surveys, association documents and other items. 32 Documents. a. Seller’s Documents. Seller will provide the deed; a bill of sale if necessary; a closing affidavit in a form acceptable to the title insurer and Buyer’s legal counsel; a certification that on the Closing Date all representations and warranties made in this Agreement are materially true; if applicable, originals of those assignable service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller advising each of them of the sale of the Property and, if requested by Buyer, the transfer of its contract, and any assignable warranties or 1 Buyera‘ : Sellen%u /4 guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with the Property; and corrective instruments. Seller will deliver a resolution of its Board of Directors authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the requirements of law. Seller will, not later than ten (10) days before the Closing Date, provide to Buyer a Beneficial Interest and Disclosure Affidavit as required by Section 286.23, Florida Statutes (form attached hereto as Exhibit “B”). b. Buyer’s Documents. Buyer will provide the closing statement and will certify that its purchase of the Property is duly authorized by the action of its governing board, permitted by law and not in conflict with any agreements to which it is a party. Buyer will within the time required for Seller to make its disclosure of beneficial interests, provide notice to Seller by registered mail of this disclosure requirement. c. Acknowledgment of Donation. Buyer agrees to provide to Seller at closing acknowledgment on Internal Revenue Service Form 8283 of a donation of real property equal in value to the difference between the appraised fair market value of the Property and the Purchase Price set forth in this Agreement. Seller acknowledges that Buyer commissioned that certain Appraisal Report of Commercial Bldg. (Old Piggly-Wiggly Bldg.) prepared by Randy G. Bracewell, state-certified real estate appraiser no. RX589, Teel & Waters Real Estate Co. — Appraisal Division, with an effective date of October 16, 2015 (“County’s Appraisal”) for the sole purpose of meeting state land purchasing requirements and to aid the Buyer in its negotiations with Seller. Buyer makes no representation or warranty as to the suitability of the County’s Appraisal for use in determining the value of Seller’s donation claimed on Form 8283. It shall be Seller’s sole responsibility to obtain any declaration of an appraiser that may be required to complete said Form 8283, or to otherwise document to the IRS the fair market value of the donation or Buyer’s eligibility to claim a charitable deduction. Seller agrees that its eligibility to claim such deduction is not a condition precedent to closing this transaction, and that Buyer’s ability to use the County’s Appraisal as a basis for determining the fair market value of its donation is also not a condition precedent to closing this transaction. 3.3 Closing Procedure; Costs. Closing will take place in Okaloosa County, Florida, and may be conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and recording of Buyer’s deed, Closing Agent will disburse at closing the net sale proceeds to Seller. In addition to other expenses provided in this Agreement, Seller and Buyer will pay the costs as provided below: a. Seller Costs: i. Seller’s attorney’s fees; ii. Taxes on the deed; iii. Prorated real estate and personal property taxes and assessments (if any) for 2015 and prior years for the Property; iv. Recording fees for documents needed to cure title; v. If Seller is obligated to discharge any encumbrances at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. b. Buyer Costs: i. Buyer’s attorney’s fees; ii. Recording fees on the deed and financing statements; iii. Inspections; iv. Survey and sketch; v. Title evidence or insurance. 2 Buyer ; Seller %/ of 3.4 Taxes and Prorations. Real estate taxes, personal property taxes on any tangible personal property, bond payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request of either Party, be readjusted upon receipt of current year’s tax bill; this provision will survive closing. Except as set forth in Article 3.5, all past due and prorated real estate taxes, personal property taxes, or other amounts described in this Article 3.4 shall be paid by Seller from sale proceeds at closing. Prorated real estate taxes, personal property taxes and assessments shall be placed in escrow with the county tax collector in accordance with Section 196.295, Florida Statutes. 3.5 Special Assessments by Public Body. Regarding special assessments imposed by a public body, Seller will pay (a) the full amount of liens that are certified, confirmed and ratified before closing and (b) the amount of the last estimate of the assessment if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing, and Buyer, if not exempt, will pay all other amounts. The term “public body” does not include a Homeowner Association or Condominium Association. 3.6 Foreign Investment in Real Property Tax Act (FIRPTA). If Seller is a “foreign person” as defined by FIRPTA, Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or Social Security Numbers to the Closing Agent. If Buyer does not pay sufficient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the requirement. 3.7 1031 Exchange. If Seller wishes to enter into a like-kind exchange (either simultaneously with closing or after) under Section 1031 of the Internal Revenue Code (“Exchange”), the Buyer will cooperate in all reasonable respects to effectuate the Exchange including executing documents; provided, however, that Buyer will incur no liability or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by the Exchange. 4. CONDITION OF THE LAND. 4.1 Seller will deliver the Property to Buyer at the time agreed in its present “as is” condition, ordinary wear and tear excepted and any conditions resulting from Buyer’s inspections and casualty damage, if any, excepted. Seller will maintain the Property and the premises located thereon in a comparable condition and will not engage in or permit any activity that would materially alter the Property’s condition without the Buyer’s prior written consent. Seller makes no warranties other than marketability of title. In the event that the condition of the Property has materially changed since the expiration of the Due Diligence Period, Buyer may elect to terminate this Agreement. By accepting the Property “as is”, Buyer waives all claims against Seller for any defects in the Property 4.2 Due Diligence Period. Buyer may, at Buyer’s expense and within 30 days from the Effective Date (“Due Diligence Period”), determine whether the Property is suitable, in Buyer’s sole and absolute discretion, for Buyers intended use and development of the Property as specified in Paragraph 6. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and investigations (“Inspections”) which Buyer deems necessary to determine to Buyer’s satisfaction the Property’s engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, 3 Buyer SellerMi water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with Americans with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer’s intended use and development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period of Buyer’s determination of whether or not the Property is acceptable. Buyer’s failure to comply with this notice requirement will constitute acceptance of the Property in its present “as is” condition. Seller grants to Buyer, its employees, agents, contractors and assigns, the right to enter the