STATE OF FLORIDA COUNTY OF JACKSON CONFIDENTIAL (See Para.20) REAL ESTATE PURCHASE CONTRACT
STATE
OF
FLORIDA COUNTY
OF
XXXXXXX
CONFIDENTIAL
(See Para.20)
This
Contract is made by and between Xxxxxxx County Development Council, Inc.
(hereinafter referred to as "Purchaser"), and Xxxxxxx Xxxxxx (individually,
or
their estate trustee(s) or guardian(s) as applicable), (hereinafter collectively
referred to as "Seller").
In
consideration of the sum of Ten and no/100 ($10.00) Dollars, the covenants
herein contained and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties agree as
follows:
1
Purchase
And Sale. Purchaser
hereby agrees to buy and Seller hereby agrees to sell all that tract(s) and
parcel(s) of unimproved land described as 5120 & 0000 Xxxxxxx 000,
Xxxxxxxxxxx, Xxxxxxx 00000 and lying in Xxxxxxx County, Florida, consisting
of
approximately 296 acres (plus/minus), and represented on Exhibit "A"
(hereinafter called the "Property") attached hereto and incorporated herein
by
reference, subject to those matters set forth as title exceptions (hereinafter
called the "Permitted Title Exceptions") on Exhibit "B" attached hereto and
incorporated herein by reference. Seller makes no representation or warranty
as
to the amount of acreage contained within the property, except that Seller
agrees to provide Purchaser, simultaneously with the execution of this Contract,
with any boundary survey(s), R/W purchase or condemnation survey(s), easement
purchase or condemnation survey(s), topographical survey(s) or any survey(s)
or
environmental testing report(s) whatsoever in Seller's possession. Except as
otherwise expressly stated herein, the Property includes any residence(s),
if
any, the land and all plants, trees and shrubbery thereon.
2
Purchase
Price. The
total
purchase price for the Property shall be Seven Thousand ($7,000.00) Dollars
per
acre, the "Purchase Price". The closing hereunder at this Purchase Price is
contingent upon: title objections, if any, and inspection results pursuant
to
Paragraph 8, and any contingencies specified in Paragraph 10, contained
herein.
3
Payment
Of Purchase Price. The
Purchase Price shall be paid as follows:
(a) Ten
Thousand ($10,000.00) Dollars (the "Xxxxxxx Money"), delivered to the Seller's
escrow agent within five (5) business days from date of Binding Agreement,
an
additional Twenty Thousand ($20,000.00) Dollars ("Additional Xxxxxxx Money")
delivered to Seller's escrow agent 181 calendar days
from
date
of
Binding Agreement and
a
final
payment of
Thirty
Thousand
($30,000.00) Dollars ("Additional Xxxxxxx
Money") delivered
to Seller's
escrow
agent 366 calendar days from date
of
Binding Agreement.
All
Xxxxxxx
Money paid under this Contract shall be applied to the purchase price at
closing. All Xxxxxxx Money
paid
shall be considered non-refundable after
satisfactory
completion of 120 day inspection period (as outlined in Paragraph 8) and
Seller's
escrow
agent shall be authorized to
deliver
these funds to Seller upon payment, if Seller
so
chooses.
If
Purchaser
elects not to close, then
the
above
funds shall
be
considered liquidated damages
and
Seller waives his
right
to specific performance.
(b) The
balance of
the
purchase price:
At
the date
of
Closing, pursuant
to Paragraph 7
herein,
Purchaser
shall pay to
Seller
in
cash or
cash
equivalent or by wire transfer
Federal
Funds
an
amount
equal to One
Hundred
(100%) percent of
the
total
Purchase Price herein,
less all
Xxxxxxx Money paid under this
Contract.
All pro-rations for real estate
taxes
and
assessments, if any, required by this Contract shall be made against the cash
payable at
Closing.
At Closing, Seller shall convey the Property.
4
Warranties
of Seller. Seller
hereby warrants, represents and
covenants to
purchaser that:
(a) So
long
as
this
Contract
remains
in
force,
Seller will not encumber,
lease or convey
any
portion
of
the
Property or
any
right therein nor enter into
any
agreements or amendments
to agreements granting
to any person or
entity
any rights
with
respect to
the
Property
or
any
part
thereof, including, but not limited to a
Contract
for Purchase and Sale, except
only
for
matters that will be removed by Seller
in
ordinary course
at
or
before
the closing of
this
sale, nor will Seller enter into any agreements
or amendments
to
agreements diminishing
or restricting the present use of the
Property.
Seller shall be
allowed
to
remove
his personal property
at or prior to closing.
(b) There
will be
no
tenant,
lessee
or
other
occupant of
the
Property
(including any improvements thereon)
having right or
claim
to
possession or use of the
Property (or any such
improvements)
after the closing,
except
as
set
forth in the
Permitted
Title Exceptions;
and possession of
the
Property
shall be delivered by Seller
to
Purchaser
at
the
closing free of
the
rights or claims of any tenants, occupants or
other
parties
in possession
of, or having
or
claiming any right to
possession
or use of,
the
Property,
except for the Permitted Title
Exceptions.
(c) Seller
also
warrants that
it
itself
has not used, nor authorized nor affirmatively allowed
the use
of
the Property,
and
to
Seller's knowledge,
without independent
investigation
or inspection of the Property or any records or files maintained in connection
with the Property, the Property has not been used for the handling, treatment,
storage, disposal or release of any hazardous materials or substances, including
but not limited to, petroleum of any kind.
5
Title
Objections.
Any
objections to Seller's title must be made in writing and delivered to Seller
on
or before 30 days prior to Closing Date. Defects in Seller's title arising
between the date of such notice or the expiration of said title objection
period, whichever is earlier, and closing shall be considered as separate
objections. Seller shall have Ten (10) days after receipt of Purchaser's
objections in which to cure any valid written objections to title other than
the
Permitted Title Exceptions and encumbrances which may be discharged by money
payments at the time of closing. Any objection to Seller's title not raised
as
provided in this Paragraph 5 shall be deemed waived by Purchaser, providing
Seller agrees to provide Purchaser, simultaneously with the execution of this
Contract, with copies of any Deed(s) indicating present record ownership and/or
any title policy(ies) in Seller's possession, and any Security Deed(s)
outstanding.
6
Survey.
Purchaser
may elect, at its expense, to cause the Property to be surveyed by a Florida
Registered Land Surveyor and shall provide a copy of said survey which will
determine the actual acreage of said property along with an accurate metes
and
bounds description, to Seller upon completion. This Survey also shall be
substituted for the tax parcel map(s), the survey plat(s) or the legal
descriptions(s) used in Exhibit "A" herein and shall be the new Exhibit "A"
attached hereto and made a part hereof.
7
Closing.
(a) Purchaser
and Seller shall consummate and close the sale contemplated by this Contract
on
or before Five Hundred -
Forty
(545) calendar days from date of Binding Agreement. Such closing shall be at
a
place (within Xxxxxxx, Bay, or Suwannee County(ies), Florida) and at a time
to
be designated by Purchaser, at least Fifteen (15) calendar days before the
scheduled closing.
(b) At
the
closing, Seller shall execute and deliver to Purchaser the following: (i) A
Warranty Deed conveying good and marketable fee simple title to the Property,
free and clear of all liens, restrictions and encumbrances and insurable as
such
by the title insurance company ("Purchaser's Title Insurer") chosen by Purchaser
at its standard rates subject only to the Permitted Title Exceptions; (ii)
A
Quitclaim Deed pursuant to Paragraph 6, if required; (iii) A standard form
of
Owner's Affidavit reasonably acceptable to Purchaser's Title Insurer to insure
Purchaser's title in the Property, subject to the Permitted Title Exceptions;
(iv) An appropriate Florida Transfer Tax Declaration; (v) An appropriate Closing
Statement; (vi) Appropriate Income Tax certifications required by Federal and/or
State.
(c) At
the
closing, Purchaser shall
execute
and deliver
to
Seller
the
following:
(i)
An
appropriate
Closing
Statement.
(c) All
real
estate
ad
valorem taxes
and
annual special assessments and charges, if any, for
the
calendar
year of closing shall be pro-rated as of the day prior to
closing.
(d) At
the
closing, Seller
shall pay the following costs and expenses: (i) the
fees
and
expenses of
Seller's
attorneys; and (ii) any other costs and expenses actually incurred by
Seller.
(e) At
the
closing,
Purchaser shall pay the
following
costs and expenses:
(i) all
recording and filing
fees (including
documentary stamps on the deed and intangible taxes) for all recordable
instruments
executed and delivered at closing pursuant to
the
terms
hereof; (ii)
any
title
examination fees
or
charges incurred by Purchaser; (iii) all premiums
for
any
title insurance policies obtained by Purchaser; (iv)
costs of
any
boundary
survey,
topographical survey or environmental study(ies), etc. obtained by Purchaser
in
connection
with this sale; (v)
the
fees
and
expenses of Purchaser's attorneys; and, (vi)
any
other
costs and expenses actually incurred by Purchaser.
8
Inspection.
Commencing
on the Binding Agreement date of this Contract and continuing as long
as
this
Contract shall remain in force, Purchaser shall have the
right
to
go
on
the
Property personally, or
through
agents, employees and contractors, for
the
purposes
of
making
boundary line
and
topographical surveys of same, soil tests and such other
tests, analyses
and investigations of the Property as
Purchaser
deems desirable. Purchaser shall pay all costs incurred for such surveys, tests,
analyses and
investigations.
Purchaser's
inspection(s)
hereunder shall in no way constitute a waiver of Purchaser's right to
rely
on
Seller's covenants, representations and warranties made in Paragraph 4 of this
Contract. Purchaser shall hold Seller harmless against any
liability,
damage or expenses incurred by Seller by reason of Purchaser's exercise
of
the
rights granted under this Paragraph
8. Such
surveys, tests, analyses and investigations conducted by Purchaser hereunder
are
for
the
purpose of determining the suitability of the Property for normal and customary
development purposes. Purchaser shall have One Hundred
-
Twenty
(120) days
to
inspect
the Property and raise any objection(s) thereto. Any objection(s) pursuant
to said inspection
shall, in the sole discretion of Purchaser,
be
grounds to
terminate this
Contract.
Should
Purchaser choose to terminate this Contract
pursuant
to
this
Paragraph 8,
he
shall,
no later
than
the
expiration
of the inspection period in this
Paragraph,
notify Seller
of
his
intention to do
so
and
thereupon the Xxxxxxx Money paid to
Seller's
escrow agent shall be immediately returned to Purchaser and Purchaser shall
deliver to Seller
any
written results of said inspection, to the extent in Purchaser's possession
or
control.
9
Condition
Of The Property. At
the
closing, Seller shall deliver to
Purchaser
possession
of the
Property in substantially the same condition as
on
the
date
of
Purchaser's execution
of
this
Contract. If all or any material portion of
the
Property
shall he
condemned,
damaged
or destroyed
prior to
closing,
Purchaser may elect to (i)
terminate
this Contract, receiving a refund of the Xxxxxxx Money, or (ii) consummate
this
transaction and receive such condemnation award or insurance proceeds as may
be
paid or payable with respect to such taking, damage or destruction.
10
Commission.
Purchaser and Seller hereby acknowledge that Prudential Xxx Xxxxxxx Realty
("Broker") is acting as Purchaser's agent with a commission to be paid of zero
(0) percent. Purchaser and Seller agree that there are no other brokers involved
in the purchase and sale transaction contemplated under this Contract. Purchaser
and Seller hereby agree to indemnify each other against, and to hold each other
harmless from, any liability or claim (and all expenses, including attorneys'
fees, incurred in defending any such claim or in enforcing this indemnity)
for a
real estate commission or any other compensation arising out of or in any way
connected with any claimed agency relationship with the indemnitor and relating
to this Contract or the purchase and sale of the Property.
11
Remedies
Upon Default. If
Seller
is ready, willing and able to convey title to the Property in accordance with
this Contract on the closing date and Purchaser is unwilling or unable to make
the payments and take title as provided herein through no fault of Seller,
or
Purchaser is otherwise in default under this Contract, then Seller shall retain
the funds mentioned in Paragraph 3 above as full liquidated damages and Seller
shall seek no other legal remedies. If this contract shall fail to close because
of Seller's default, Purchaser shall be immediately entitled to the return
of
all funds mentioned in Paragraph 3 above and/or any other legal remedies
available, including specific performance.
12
Assignment.
Purchaser and/or Seller may assign its rights or delegate its duties under
this
Contract without the express written permission of the other party, including
any assignment and/or delegation by virtue of Purchaser's participating in
a
venture formed specifically for the acquisition, rezoning and development of
the
Property.
13
Contract
Not To Be Recorded. Neither
this Contract nor any affidavit regarding this Contract shall be recorded upon
the public record.
14
Parties
Bound.
The
provisions of this Contract shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, successors and assigns and the
legal representatives of their estates, as the case may apply.
15
Notices.
Notices
given pursuant to this Contract shall be in writing, delivered in person
(effective upon delivery) or by United States Certified Mail (effective three
(3) days after the date of postmark), Return Receipt Requested, postage fully
prepaid, addressed to the mailing addresses shown on the signature pages
hereof.
16
Entire
Agreement.
This
Contract constitutes the entire agreement between the parties hereto and it
is
understood and agreed that all undertakings and agreements heretofore had
between the parties are merged herein. This Contract may not be changed orally
and no right or condition may be waived, but only by an agreement in writing
signed by Purchaser and Seller.
17
Time
Of Essence. Time
is
of the essence of this Contract.
18
Counterparts.
This
Contract shall be executed in several counterparts, each of which shall be
enforceable as an original.
19
Date
For Performance.
If the
time period
by
which any right,
option
or
election
provided under
this Contract must he exercised, or by which any act required hereunder
must
be
performed,
or
by
which
the
closing must be held, expires on
a
Saturday, Sunday or legal
holiday,
(except as specifically provided in this Contract elsewhere to
the
contrary)
such
time
period shall be
automatically
extended through the
close
of
business
on
the
next
regular
business
day.
20
Confidentiality.
Seller
and
Purchaser and Broker hereby
agree that
the
provisions
herein are
confidential
and sensitive in
nature
and, therefore, all parties agree
not
to disclose any pertinent
information
contained herein to any
outside party
for
any
reason
whatsoever except
for purposes of examining title, obtaining a
survey,
performing
inspections
and obtaining
the rezoning, hereunder.
21
Governing
Law.
This
Contract
and
the
sale made
hereunder
shall be
governed by
the
laws
of the State of Florida.
22
Special
Stipulations.
| A. |
Seller
shall deliver
to Purchaser copies of
all existing
surveys
for subject property
within 10
business days
of date of Binding
Agreement.
|
| B. |
Purchaser
shall
deliver to
Seller
copies
of all
investigative
reports,
maps, and
drawings as they
are performed and delivered to
Purchaser.
|
| C. |
Seller
shall retain all
farm/crop
bases.
|
| D. |
Seller's
crops shall be honored through
harvest or, if
closing occurs
while
crops still
exist,
Seller shall
be compensated for same.
Crop
value
shall be determined
by
an
independent appraiser.
|
| E. |
Should
Purchaser choose to annex subject
property into
the city of Campbellton, Florida, Seller shall cooperate fully with
said
annexation.
|
| F. |
Purchase
shall be contingent
on
Purchaser
obtaining written approval
from the Xxxxxxx
County
Board
of Commissioners to
change the Xxxxxxx County Comprehensive
Land Use Plan for subject property to
industrial
use.
|
| G. |
Purchase
shall be
contingent on
Purchaser obtaining suitable
financing
for the
project.
|
| H. |
IN
WITNESS WHEREOF, the parties hereto have caused their hands and seals
to
be affixed by their duly authorized corporate officers, agent, guardian
or
trustees, as the case may be, on the day and year
indicated.
|
MAILING
ADDRESSES:
SELLER:
Xxxxxxx
Xxxxxx
| /s/ Xxxxxxx Xxxxxx | |||
|
Xxxxxxxxxxx, Xxxxxxx 00000 |
By:
____________________________________ (SEAL)
____________________________________
Date:
June
8, 2007
PURCHASHER:
Xxxxxxx
County Development Council, Inc.
Marianna,
Florida
| By: /s/ X.X. Xxxxxxx, Xx. (SEAL) | |||
|
X.X. Xxxxxxx, Xx. |
Phone:
(000)
000-0000
Fas:
(000)
000-0000
Date:
July
3, 2007
| Binding Agreement Date: | |
| Attachments: | July 3, 2007 |
