Fort Walton Beach Council agenda — 02-11-03 regular Council agenda — reading text

of the Purchaser. SECTION X RESTRICTIONS; EASEMENTS; LIMITATIONS Purchaser shall take subject to zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions, and public utility easements of record; taxes for year of closing and subsequent years; subject to all existing easements of record and';further subject to a ten foot easement along the south property line of the described property in schedule " A" for the installation, maintenance, repair and servicing of utilities for the benefit of the City of Fort Walton Beach, Florida,provided there exists at closing no violation of the foregoing and none of them prevents the use of the Real Property as a warehouse. SECTION XI OCCUPANCY AND POSSESSION City agrees to deliver occupancy and possession of the real property at time of closing. SECTION XII ASSIGNABILITY PURCHASE AGREEMENT. version5. 012903. doc  o o Purchaser may not assign Agreement; provided however, Purchaser may assign this Agreement to Goldring Gulf Distributing Co., L.L.C. which is an affiliated entity which will be occupying the premises. SECTION XIII RISK OF LOSS OR DAMAGE The risk of loss or damage by fire or other casualty or cause to the premises prior to close of escrow is hereby assumed by City. In the event of such loss or damage prior to closing, this agreement will not be affected but City will assign to Purchaser all of City' s' rights under any insurance policies applicable with respect to any such loss or damage, or, if purchasers will so request, City will permit purchasers to recover in City' s' names, but at Purchaser' s own expense, the amount of such loss on such policies, or, if City' s sue in their own names to recover the amount of such Joss or damage, they will assign the amount so recovered to Purchaser less expenses of recovery. Improvements and personal property shall be maintained in their present condition prior to the close of escrow by the City, wear from normal and reasonable use and deterioration excepted. SECTION XIV NOTICES All notices, demands, requests or replies provided for or permitted by this Agreement shall be in writing to the addresses listed below and may be delivered by anyone of the following methods: 1. by deposit with the United States Postal Service as certified or registered mail, return receipt requested,postage prepaid; 2. by prepaid telegram; 3. by deposit with an overnight express delivery service. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective three ( 3) business days after deposit with the Postal Service. Notice by telegram or overnight express delivery service shall be deemed effective one ( 1) business day after transmission to the telegraph company or after deposit with the express delivery service. For purposes of notice, demand, request, reply or payment, the address of the City shall be: Reid Silverboard City of Fort Walton Beach P. O. Box 4009 Fort Walton Beach, Florida 32549 with copy to: PURCHASE AGREEMENT. versionS. OI2903. doc  o o Jerry Miller, City Attorney 415 Mountain Drive, Suite 3 Destin, Florida 32541 The address of the Purchaser shall be: Elliott Maisel Maisel Family Properties, LLC 3378 Moffett Road Mobile, Alabama 36607 with copy to: Kirby H. Williams Clark, Partington, Hart, Larry, Bond & Stackhouse 151 Regions Way, Suite 6A Destin, Florida,32541 SECTION XV EVIDENCE OF TITLE ThePurchas,er shall cause.to be issued by the Purchaser' s attorney at Purchaser' s expense a title insurance commitment issued by a Fldrida licensed title insurer agreeing to issue to ' Purchaser, upon recording of the deed to the Purchaser, an owners policy of title insurance in the amount of the purchase price, insuring Purchaser' s title to the.real property, subject only to liens, encumbrances, exceptions, claims or qualifications set forth in Agreement. Marketable title shall be determined according to applicable Title Standards adopted by authority of the Florida Bar and in accordance with law. .Purchaser shall have 5 days from date of receiving evidence of title to examine it. If title is found defective, Purchaser shall, within 3 days, notify the City in writing specifying defect( s). If the defect( s) render title unmarketable, Purchaser shall have the option of either accepting the title as it then is or demanding a refund of deposit( s) paid which immediately be returned to Purchaser less fees and costs incurred; thereupon Purchaser and the City shall release one another of all further obligations under the Agreement. SECTION XVI SURVEY Purchaser, at Purchaser' s expense, within time allowed to deliver evidence of title and to examine same, may have the real property surveyed and certified by a registered Florida surveyor. If the survey shows encroachment on the real property or that improvements located on the real property encroach on setback lines, easements, lands of others, or violate any restrictions, Agreement covenants or applicable governmental regulation, the same shall constitute a title defect. PURCHASE AGREEMENT.versionS. OI2903. doc  o o SECTION XVII EXPENSES Documentary stamps on the deed~recording, recording corrective instruments abstracting, title insurance and all attorney' s fees shall be paid by the Purchaser. Purchaser' s obligation for City' s attorney' s fees will not exceed One Thousand Dollars ($ 1, 000. 00). SECTION XVIII CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE Neither this Agreement nor any notice of it shall be recorded in any public records. This Agreement shall bind and inure to the benefit of the parties 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 . SECTION XIX TIME OF ESSENCE Time of performance under this contract is of the essence. Time periods 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. SECTION XX GOVERNING LAW 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 provision of this Agreement is invalidated by judicial decision or statutory enactment,the invalidity of any such provision will not effect the validity of any other provision of the Agreement. SECTION XXI 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~ executors, administrators, successors and assigns. PURCHASE AGREEMENT, version5. 012903. doc  o o i~~ f" SECTION XXII SURVIVAL OF COVENANTS The covenants, terms, and provisions of this agreement will survive the closing of title and delivery of the deed. SECTION XXIII 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. SECTION XXIV OTHER AGREEMENTS No prior or present Agreements or representations shall be binding upon Purchaser or the City unless included in this Agreement. No modifications 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. SECTION XXV A~- CONSTRUCTION The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden or proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. SECTION XXVI ATTORNEY FEES In the event a dispute arises among the parties to this Agreement, each party shall pay their own attorney fees. SECTION XXVII DEFAULT AND REVERSION If Purchaser fails to obtain a building permit for the construction of a new addition of at least 20, 000 square feet to the building which now exists on the neighboring property within six ( 6) months from the effective date, the funds expended by Purchaser to City as provided in Section Two ( 2) shall be forfeited by the City, and the property shall revert PURCHASE AGREEMENT.versionS. OI2903. doc  o o back to the City. Further, if Purchaser fails to acquire a certificate of occupancy within one (1) year from the effective date, the funds expended by Purchaser to City as provided in Section Two (2) shall be forfeited by the City, and the property shall revert back to the City. However, the $ 5, 000. 00 earnest money deposit paid by Purchaser plus actual costs expended by City relating to this sale, including but not limited to attorney fees and appraisal fees, may be retained by or for the account of the City as agreed upon liquidated damages, consideration for the execution of this Agreement and in full settlement of any claims; whereupon, the Parties shall be relieved of all obligations under Agreement; or the City, at City' s option, may proceed in equity to enforce City' s rights under this Agreement. If, for any reason other than failure of the City to make City's title marketable after diligent effort,the City fails, neglects or refuses to perfonn this Agreement, the Purchaser may seek Specific Perfonnance or elect to receive the return of