Fort Walton Beach Council agenda — 06-24-03 regular Council agenda — reading text

from Seller, upon the tenns and conditions set forth in this Agreement, the Property, together with all rnents. , ' fixtures and improv~ buildings located thereon. . .'. . 2. EARNEST' MONEY A. Within ten ( 10) days of the Eff~ctive,Date of this Aoareement,Purchas'er shall deliver, at Purchaser' s option, either: (i) o~ Lindsey, Andrews & , Leonard ( the " Escrow the sum of Agent"), FIFTEEN THOUSAND and NO/ 10OTHS DOlLARS ($' 15, 000. 00); or (ii) to Seller, an Irrevocable Letter of Credit issued by a local bank.in Okaloosa County, Florida.,reasonably acceptable to $6ller, in the face amount of $15, 000. 00 ( the ' Eamest Money"). B. In connection with holding the Earnest' Money, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, exceptfo~ willful default or breach of tJ:'Ust, and sha1l;:accordingly not incur any such'liability with respect to: ,( 1) any 2:ction taken or omitted in 'good faith; or '(ii) any action taken or. omitted' in reliance upon instruction or certification, including any written notice or instruction relating to this Agreement. Seller and Purchaser each hereby agree to  15. PROTECf A. Purchaser and Seller acknowledge and agree that immediately upon execution of this Agreement,Purchaser shall begin designing, planning and marketing the Project Purchaser shall have the right to assign this Contract, without the consent of Seller, to a new limited liability company being formed by Purchaser for purposes of developing the Project;provided, however, any such assignment by Purchaser shall not relieve Purchaser from any duties or liabilities hereunder. B. - Seller shall, prior to closing, fully cooperate with Purchaser in connection with the development of the Project, including, without limitation: i) The executIon of any permits, applications, or approvals deemed by Purchaser to be necessary and desirable in connection with the development of the Project; and The execution of ~ molt"ocrage, and related security agreements, required by Purchaser' s construction lender in connection ' with the closing of the' construction loan for the Project ( the " Construction Loan Closing"). ( Seller shall not be reqUired to . ot guaranty the endorse promissory note evidencin~ the Construction Loan, 'and shall have no' obligation to join in any mor1e:crage or other security agreement, or otherwise in any way encumber the property, except for the construction loan for'. construcl:ion of the Project). C. All costs and expenses inCUlTed in conne'ctiol1 with the development of the Project, including, without limitation, all costs and expenses for demolition, site work, ~ provements and. permi.ts, shall be the responsibility of Purchaser. Purchaser shan indemcify and hold harmless Seller from any costs, liabilities or expenses incurred in connection therewith. Natwithsrandingthe foregoing, Seller shall be responsible for i~ own attorney's fees and expenses, if any. Prior to Purchaser cing demolition of the existing improvements on the Property, Seller m~y, at Seller' s expense, commez:. remove any existing equipment and improvements from the Property, provided that Seller shall indemnify and hold harmless PurchaSer from any cost or liability incurred in connection therewith. D. Purchaser may not commence construction of the Project, including any demolition of existing improvements on the Property, until: 6) Purchaser has condominium 1:Jlitpre- sales within the . Project having an aggregate purchase price equal to or greater than the principal amount of the Construction Loan for the Project, and sufficient for Purchaser' s lenders to close the Construction Loan; (ii) Purchaser has provided Seller with a Certificate of Liabil,ity Insurance, with Seller named as anadditiona1msured, in an amounfaf not less thaIi One Million Dollars ($ 1, 000, 000. 00); and (iii) the Purchaser has' delivered to the Seller a copy of the PUrchaser' s construction performance bond in an amount equal to not less than the principal amount of the Construction Loan. In the event the Purchaser has not satisfied the fo~egoing requirements, closed the Construction Loan, and commenced. cons~ ction within eighteen ( 18) months from the Effective Date. of!bis Agreement, Seller shall have the right,upon thirty'( 30) days prior written notice to Pur~haser, to terminate this Contract, whereupon the Earnest Money shall be delivered to Seller and this Contract shall be deemed null and void for all purposes.  16, CONFIDENTLillTY ch party hereto shall keep the terms, conditio.ns, and existence o.f this Agreement ( the Co.nfidential Info.rmatio.n"L strictly confidential. Neither party may disclose the Co.nfidential Info.nnation to. its o.fficers, directors, emplo.yees, representatives, er agents (hereinafter ~ Agents"), provided that: (a) such representatives shall be info.rmed by the clesing party ef the confidential nature of the Confidential Infermatien and the requirement that it net be used ether than fer the purpese described abevej ( b) such agent shall be required to agree to and be beund by the terms ef this' Agreement as a co.ndition ef receiving the Confidential Infermatienj:and( c) in any the disclosing even!;, party shall be respensible fer any breach ef this Agreement by any ef its agents. No.ether disclesure ef the Cenfidential Infermatien shall be made, unl,ess mutually agreed upen by Purchaser and Seller. rI'i WITNESS WHEREOF, P~ chaser and Seller have executed this Agreement effective as of the JLrfaay ef September, 2002, which shall constitute the Effective Dat~ hereof. ' SFJ J .FR: , . '" ib&1Z..~~ !: 7 . Robert Lee Killingsworth " 11 g~!~~~ PURCHA:SER: @W Harvey L.McClain 2 M~ Mark Tedd ' Yahoo! Maps and Driving Directions Page 1 of 1 YAHOOt GetLo,c'Maps al.. ' Yahoo! Maps Back to Map 238 Brooks St Se', Fort Walton Beach, FL 32548- 5845 YJI.: s: ool. ~ ill (") Jj = r ~ s: m I\) 5" Q. oJ 5J RI I ~ C ~ 2- tEl iii' n> 00 g U; ( to m m ( tt s::: m 00 0 m E"' e. J:U IJJ n 1:0 J::! c.'? m t t\ When using any driving dir.ections or map, it' s a good idea to do a reality check and make sure the roa'd still exists, watc-h out for c-onstruction, and follow all traffic safety precautions. This is only to be used as an aid in planning. Copyright C 2003 Yahoo I Inc. All rights reserved. Privacv Policv - Terms of Service - Yahool Maps ,Terms of Use - Helo 23'8+ Brooks+ Tmap& addr= http://maps.yahoo. comlpy/ pmaps. py?Pyt= Fort+Wall... 1/ 3/ 2003 St+ Se& city=  II> I II 1'\ 1 0 o I:: o a:l. o LJ.j o 0 l- N C. I- N 1'\ 1 e o C 0::'" o CO o J: O g II II> U.,... en to'? II