Okaloosa County BOCC — April 7, 2015 — EXHIBIT B ODDFELLOW CONTRACT — reading text

BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST DATE: September 16, 2014 TO: Honorable Chairman and Members of the Board FROM: Jeff Littrell SUBJECT: Purchase of Odd Fellow Miracle Strip Lodge Property DEPARTMENT: Water and Sewer BCC DISTRICT: All STATEMENT OF ISSUE: Okaloosa County Water & Sewer is requesting authorization to purchase the property comprising of the Northeast corner of the intersection of Lewis Turner Blvd. and Oddfellow Rd. Parcel ID: 35-1S-24-0000-0031-0000, also known as the Miracle Strip Lodge, Independent Order of Odd Fellows (IOOF). The value of the property has been appraised at $230,000.00 of which both parties (Grand Lodge of the IOOF of Florida, Inc. and Okaloosa County Water & Sewer) agree to be the sale price. In addition, staff requests authorization to adjust the rental payments that have been made from February 2014 through the closing in the amount of $300.00/month rather than $241.67. BACKGROUND: Okaloosa County Water & Sewer entered into a lease with the Miracle Strip Lodge No. 60 of the Independent Order of Odd Fellows on February 22, 1994 for the use of the Western section of the South (front) parking lot. OCWS paid for the curb and pavement of the parking space, which is still in use. The owners of the IOOF Lodge have informed Staff they no longer have an interest in extending the lease and have stated an interest in selling all the property. A request was presented to, and adopted by the Board of County Commissioners on February 4, 2014 to attempt to acquire the property and while that process was ongoing, to extend the lease on a month to month basis at a rate of $241.67. An appraisal was commissioned, which valued the property at $230,000.00. That offer was conveyed to IOOF Lodge and accepted. During the interim, pursuant to the direction of the Board, Water & Sewer paid the amount of rent for the property at the same rate as had been in effect at the expiration of the lease. An attempt was made to pay for a two month period of the lease in the amount of $241.67 per month, which was promptly returned. IOOF chose to invoke a Consumer Price Index (CPI) increase over 5 years as stated in the lease agreement. (See attached correspondence and lease). Though they had a right in the past to include an annual CPI increase, IOOF lodge had failed to include that adjustment. The new monthly payment with the implementation of the CPI escalator is now $300.00/month for an 8 month period for a total of $2,400.00, or $300.00 per month until closing. The total differential of $58.33 per month over the 8 month period equals $466.64 more than was authorized by the Board. OPTIONS: Approve or Deny RECOMMENDATIONS: Staff recommends approval for the County Attorney to prepare the required purchase documentation, proceed with the purchase of the IOOF property and the Chairman be authorized to execute all necessary documentation to effectuate the closing. Staff also recommends the authorization of the 8 month lease payment of $2,400.00, or $300.00 per Packet Pg. 782 month until closing. ) WL Jeff IHrell, Director 9/9/2014 RECOMMENDED BY: APPROVED BY: fi %aé, ;-:;ounty Admihistrator 9/10/2014 Ernie Padgett, County Administrator Packet Pg. 783 Telephone 863/763-8600 Facsimile 863/763-2886 CoLIN M. CAMERON, Esq., PA. 200 NE. 4 Avemac Okeechobee, Florida 34972-2981 Attorney and Counselor at Law March 27, 2015 Kimberly Kilpatrick Okaloosa County Financial Manager 1804 Lewis Turner Blvd, Ste 300 Fort Walton Beach, FL 32547-1285 re: Proposed purchase of 0dd Fellows lodge by Okaloosa County Dear Ms. Kilpatrick: Pursuant to request of John R. Jenkins, Esq., of Nabors, Giblin & Nickerson P.A., I am forwarding herewith the contract proposed by Okaloosa County for the purchase ofthe 0dd Fellows lodge property in Fort Walton Beach, FL, bearing conditional execution by The Grand Lodge of the Independent Order of Odd Fellows of Florida, Inc. This contractis tendered to you in trust only,and does not constitute a valid or binding contract. When and if | am in receipt of a fully executed contact, duly signed by the authorized representatives of Okaloosa County, Florida, withoutchange oralteration, I will advise you of the acceptance, vel non, of your contract proposal by The Grand Lodge of the Independent Order of Odd Fellows of Florida, Inc. If fact of execution by Okaloosa County with a duly signed copy is not provided to me on or before April 10, 2015, the proposed acceptance is withdrawn. Your cooperation is appreciated. Sincerely yours, COLIN M. CAMERON CMC/st cc: The Grand Lodge of the Independent Order of Odd Fellows of Florida, Inc. SAMISC\CLUBS\HOOF\Miracle Strip 60\Salc (2014-15\Kilpatrck - Okalovsa Co - 20150327 wpd Contract For Sale And Purchase PARTIES: The Grand Lodge of the Independent of Odd Fellows of Florida, Inc. (“Seller"), and Qkaloosa ounty, a political subdivision of the State of Florida ("Buyer"), agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property (collectively “Property”) pursuant to the terms and conditions of this Contract For Sale And Purchase and any riders and addenda (“Contract”): 1. PROPERTY DESCRIPTION: (a) Street address, SE Corner of Lewis Turner Bivd. & Oddfeliows Road, city, Ft. Walton Beach zip: 32547 (b) Property is located in: Qkaloosa County, Florida. Real Property Tax ID No.:_35-1S-24-0000-0031-0000 (c) Real Property: The leqgal description is Commencing at the NW Corner of the SW % of the NW ¥ of the NW % of Section 35 Township 1 South, Range 24 West. and running South along the West line of said Section 35, 337.5 feet to a point, then running East 30 feet to a point of beginning; thence running East 100 feet, then South 200 feet to a point on the North Right of Way of the Camp Pinchot road; then continuing Southwesterly along the said North right of way of the Wright-Camp Pinchot road, 113.36 feet to a point, thence North 250 feet, to the point of beginning, lying and being in Okaloosa County, Florida together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and attached wall-to-wall carpeting and flooring (“Real Property”) unless specifically excluded in Paragraph 1(e) or by other terms of this Contract. (d) Personal Property: Any located on the Property has no contributory value and shall be left for the Buyer in “As-Is" condition. (e) The following items are excluded from the purchase: N/A PURCHASE PRICE AND CLOSING The initial deposit made payable and delivered to “Escrow Agent” named below (CHECK ONE): (i) [] accompanies offer or (i) (I is to be made within (if left blank, then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (ii) SHALL BE DEEMED SELECTED. Escrow Agent Information: Name: N/A Address: Phone: E-mail; Fax: (b) Additional deposit to be delivered to Escrow Agent within (if left blank, then 10) days after Effective Date.............ooiiiiii s $ 0 (All deposits paid or agreed to be paid, are collectively referred to as the “Deposit”) (c) Financing: Express as a dollar amount or percentages (“Loan Amount”) see Paragraph 8........ $ 0 (d) Other o ————— $_ 0 (e) Balance to close (not including Buyer's closing costs, prepaids and prorations) by wire transfer or other COLLECTED fUNTS......c.ccoiiiiiiviinniiiren e s cenescnn e $230,000 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: (a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before , this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to Buyer. Uniess otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day the counter-offer is delivered. (b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or initialed and delivered this offer or final counter-offer ("Effective Date”). 4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur and the closing documents required to be furnished by each party pursuant to this Contract shall be delivered (“Closing”) on May 15, 2015 ("Closing Date"), at the time established by the Closing Agent. 5. EXTENSION OF CLOSING DATE: (a) If Closing funds from Buyer's lender(s) are not available at time of Closing due to Truth In Lending Act (TILA) notice requirements, Closing shall be extended for such period necessary to satisfy TILA notice requirements, not to exceed 7 days. Seller's initials JZ fig/ Buyer's Initials 7. Buyers Initials (b} If extreme weather or other condition or event constituting 'Force Majeure” (see STANDARD G) causes: (i) disruption of utilities or other services essential for Closing or (i) Hazard, Wind, Flood or Homeowners’ insurance, to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days after restoration of utilities and other services essential to Closing and availability of applicable Hazard, Wind, Flood or Homeowners’ insurance. If restoration of such utilities or services and availability of insurance has not occurred within (if left blank, then 14) days after Closing Date, then either party may terminate this Contract by delivering written notice to the other party, and Buyer shall be refunded the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. OCCUPANCY AND POSSESSION: (@) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all personal items and trash from the Property and shali deliver all keys, garage door openers, access devices and codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to the Property from date of occupancy, shail be responsible and liable for maintenance from that date, and shall be deemed to have accepted the Property in its existing condition as of time of taking occupancy, except with respect to any items identified by Buyer pursuant to Paragraph 12, prior to taking occupancy, which require repair, replacement, treatment or remedy. (b) [] CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, that the lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of written notice of such election to Seller within 5 days after receipt of the above items from Seller, and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Estoppe! Letter(s) and Seller's affidavit shall be provided pursuant to STANDARD D. If Property is intended to be occupied by Seller after Closing, see Rider U. POST-CLOSING OCCUPANCY BY SELLER. ASSIGNABILITY: (CHECK ONE): Buyer [1 may assign and thereby be released from any further liability under this Contract; [] may assign but not be released from fiability under this Contract; orfimay not assign this Contract. FINANCING FINANCING: (a) Buyer will pay cash or may obtain a loan for the purchase of the Property. There is no financing contingency to Buyer's obligation to close. [0 (b) This Contract is contingent upon Buyer obtaining a written loan commitment for a Clconventional [] FHA [0 VA or J other (describe) loan on the following terms within (if left blank, then 30) days after Effective Date (“Loan Commitment Date”) for (CHECK ONE): [ fixed, (1