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

of the obligation is delayed, caused or prevented by an act of God or 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. 10.4 Default Cure Period. Prior to any claim for default being made, a party will have an opportunity to cure any alleged default. If a party fails to comply with any provision of this Agreement, the other party will deliver written notice to the non-complying party specifying the non-compliance. The non-complying party will have ten (10) days after delivery of such notice to cure the non-compliance. Notice of cure shall not apply to failure to close. 11, MISCELLANEOUS. 11.1 Persons Bound/Assignability. This Agreement is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns. This Agreement may be assigned by a party only with the express written consent of the other party. 11.2 Time. Alltime periods expressed as days will be computed as business days (a “business day” is every calendar day except Saturday, Sunday and state and national legal holidays). If any deadline falls on a Saturday, Sunday or a state or national legal holiday, performance will be due the next business day. All time periods will end at 5:00 p.m. local time (meaning in Okaloosa County, Florida) of the appropriate day. 113 Notices. 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. 11.4 Entire Agreement; Construction. This Agreement embodies and constitutes the entire understanding between the Parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. If any provision of this Agreement is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence and good faith in performing all obligations under this Agreement. 11.5 Applicable Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. In the event of any litigation relating to this Agreement, 7 Buyer Se]lch the parties expressly consent to the jurisdiction of and agree that venue for any litigation shall be the First Judicial Circuit in and for Okaloosa County, Florida. 11.6 Headings; Facsimile. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. A facsimile shall be deemed to be an original. 11.7 Joint Drafting. The parties hereby agree that each have played an equal part in the negotiation and drafting of this Agreement, and in the event any ambiguities should be realized in the construction or interpretation of this Agreement, the result of those ambiguities shall be equally assumed and realized by each of the parties to this Agreement. 11.8 Waiver. The waiver of one or more defaults by any party to this Agreement shall not be deemed a waiver of any subsequent default of that provision of the Agreement, or of a default under any other provision of this Agreement. 11.9 Execution. This Agreement may be executed by the Parties in multiple counterparts, all of which together shall be considered an original and have the same force and effect of a single fully- executed Agreement between the Parties. 12. BROKERS. Buyer and Seller each represents and warrants to the other that it has not had any dealing with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the transaction contemplated hereby, except Re/Max Agency One, Inc., P. Brett House, agent, 301 S. Ferdon Blvd., Suite A, Crestview, FL 32536 (“Broker”). Seller agrees to pay the commission due and payable to Broker pursuant to a separate written agreement between Seller and Broker. Except as set forth herein, Buyer and Seller each do hereby indemnify, defend and hold harmless the other from and against any and all losses, claims, damages, costs, expenses or liabilities for compensation, commissions or charges which may be claimed by any other broker, finder or similar party by reasons of any actions of the indemnifying Party. The provisions of this Article 12 shall survive the closing, or if the closing does not occur, the termination of this Agreement. 13. MEMORIAL PLAQUE. Buyer agrees that, upon completion of construction of the Buyer’s intended use, it shall at Seller’s request install a memorial plaque in honor of Judge Gillis E. Powell, Sr. The plaque shall be procured and installed at Seller’s cost and its design and location shall be subject to Buyer’s approval. 13. EFFECTIVE DATE. The effective date is the date the last Party executes this Agreement. (SINGATURES ON FOLLOWING PAGES) Buyer ____; Seller j%Q«l/ IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed. //%__,/— OKALOOSA TITLE & ABSTRACT COMPANY Witness as to Seller P bet? those W Printed Name y: . Luns 7027/ aa.,w/f/pw 7 w Date: gB:/Z f// /& Ou Witress aso Seller ¥ Vouge hietec Printed Nime STATE OF FLORI|pA COUNTY OF DKA LOOSA This instrument was acknowledged before me this ash- day of maec it , 2016 by Dixie DanPoused| , Owrner/dwectoe of Okaloosa Title & Abstract Company, a Florida corporation, on behalf of said corporation, who is [} personally known to me or [_] has produced as identification. By: A\ ano Fcuans Novies Nbtary Public, Sfate of Florida Print: aV I ( / fi‘bfi MY COMMISSION # FF 155712 PR EXPIRES: November 26, R onded T oy bl e Buyer ____ ; Seller M o™ ATTEST: J. D. Peacock I Clerk of Circuit Court APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE RELIANCE OF OKALOOSA COUNTY ONLY: County Attorney Buyer 5 Sellerm 10 OKALOOSA COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS Charles K. Windes, Jr., Chairman Date: , 2016 EXHIBIT "A" DESCRIPTION OF PROPERTY Lots 1 through 6, Block 68, TOWN OF CRESTVIEW, according to plat thereof on file in Plat ' Book 1, Page 72, in the Office of the Clerk of Court, Okaloosa County, Florida. Buyer ___ ;Seller __QQP orft EXHIBIT “B” BENEFICIAL INTEREST DISCLOSURE AFFIDAVIT B-1 Buyer ; Seller M s Exhibit “A” The Property Lots 1 through 6, Block 68, TOWN OF CRESTVIEW, according to plat thereof on file in Plat Book 1, Page 72, in the Office of the Clerk of Court, Okaloosa County, Florida. B-3 Buyer _ ;Seller M ome Exhibit “B” to Beneficial Interest and Disclosure Affidavit (If Needed) (“Persons” holding 5% or More Beneficial Interest in Seller) B-4 Buyer __ ; Seller _&fl otk BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (CORPORATION) Note: Florida Statutes Section 286.23(3)(a) exempts entities registered with the Federal Securities Exchange Commission or registered pursuant to chapter 517, whose interest is for sale to the general public, from the disclosure requirements of this Section. All corporate entities not exempt from Florida Statutes Section 286.23 shall complete the affidavit below. Before me, the undersigned authority, personally appeared Q/‘&E 7™ Fovel/ ("Affiant"), this gg"day of mAarRCit , 2016, who, first being duly sworn, deposes and says: Affiant is the Q%% /P scfor of Okaloosa Title & Abstract Company, a Florida corporation, hereafter "Seller”, whose address is 402 N. Main Street, Crestview, FL 32536, and in such capacity has personal knowledge of the matters set forth herein and has been duly authorized by Seller to make this affidavit on Seller's behalf. That Seller is the record owner of the property, described in Exhibit “A” attached hereto. As required by Section 286.23, Florida Statutes, and subject to the penalties prescribed for perjury, the following is a list of every "person" (as defined in Section 1.01(3), Florida Statutes) holding 5% or more of the beneficial interest in the disclosing entity (if more space is needed, attach a separate sheet entitled “Exhibit B to Beneficial Interest and Disclosure Affidavit”): Name Address Interest e E#r) foiced) 2033 C- grnes L5§ Olud 337 cils £ FBeell ¢ Y22 A). fMadses gf 73V ot 2. Foecll 4292 A el sE »7 Y3 This affidavit is given in compliance with the provisions of Section 286.23, Florida Statutes. / i, 2 Sus Tauect( Stateof ELOZIDA County of o v ato0SA SWORN TO and subscribed before me this gt~ day of _aaxaectt , 2016, by \& D [} , who is personally known to me A4 or has produced as identification [__]. 5 N e Iyt s Noftary Public, State of Florida Print: Mavi$ Mow'l.e« H'eusc, Wk, MAVISMAREHOUSE g g"*}; MY COMMISSION # FF 188712 EPRef EXPIRES: November 28, 2018 B-2 2,47 Bended They Notary Public Undereriers Buyer ; Seller _M N