CONTRACT FOR SALE AND PURCHASE

Transcription

1 CONTRACT FOR SALE AND PURCHASE THIS IS A CONTRACT for Sale and Purchase (Contract), between Harvey T. Jordan and Michael J. Accinelli, as successor co-trustees under the provisions ofa trust agreement dated July 25, 2008, known as the Harvey D. Jordan Revocable Trust whose address is 1026 Sheridan Way, Stockton, CA 95702, (Seller), and Escambia County, apolitical subdivision ofthe State offlorida, acting by and through its duly authorized Board of County Commissioners, whose mailing address is 221 Palafox Place* Pensacola, Florida 32502, (Buyer). This Contract rescinds and replaces the previous contract between the parties that was approved by the Board ofcounty Commissioners on April 18, AGREEMENT. SelleragreestosellandBuyeragreestobuythethreeparcelsofreal property (3 816,3818, and 3830 Frontera Circle) and improvements described in Exhibit A (Property) upon the terms and conditions stated in this Contract. Approval authorizing this purchase was obtained during a duly advertised meeting of the Board of County.Commissioners held on 2. CONSIDERATION. The purchase price for the Property shall be Twelve Thousand Four Hundred Dollars ($12,400.00). However, no proceeds from this transaction shall be paid by Buyer to Seller. Rather, Buyer's consideration for this transaction shall be payment by Buyer.to Hancock Bank of Seven Thousand Four Hundred Dollars ($7,400.00) to satisfy and cancel the mortgages and encumbrances shown on the attached Exhibit B and payment by Buyer to Pauline D. Edison, as trustee under the Pauline D. Edison Living Trust dated September 24, 2007, of Five Thousand Dollars ($5,000.00) to satisfy and cancel the Mortgage Note recorded in Official Record Book 4402 at page 1073, and assigned in the Assignment ofmortgage recorded in Official Record Book 6240 at page 535 of the public records of Escambia County, Florida. Additionally, Buyer shall satisfy and cancel those local government liens shown on the attached Exhibit C and accept the property subject to all unpaid ad valorem taxes and assessments, homeowner's association dues, and the Final Judgment against Harvey Jordan and Carol Jordan held by Victor Harrison, d/b/a Gulf Coast Appraisals, recorded in Official Record Book 5137 at page 1303 of the public records of Escambia County, Florida. 3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; FACSIMILE. Ifthe Contract is. not executedby and delivered to,all parties.'or fact of execution communicated in writing between the parties, the Contract will be null and void. A facsimile copy ofthe Contract and any signatures on the Contract will be considered for all purposes as originals. The effective date (Effective Date) ofthe Contract is the date when the last party signs the Contract. 4. TITLE EVIDENCE. Within 30 days from the Effective Date ofthe Contract, Buyer shall examine title to the Property. If title is found to be defective in Buyer's opinion, Buyer shall notify Seller in writing and specify the defects. Ifthe defects render title unmarketable, Seller has 120 days from receipt of Buyer's notice to remove the defects. Seller shall, if title is found to be unmarketable, use diligent effort to correct the defects in title within the time provided in the Contract. If Seller is unsuccessful in removing the defects within the time provided in the Contract, Buyer may accept title as it then stands or terminate the Contract

2 5. SELLER'S AFFIDAVIT AS TO UNRECORDED MATTERS, POSSESSION AND MECHANIC'S HENS. Subjectto any provisions in the Contractto the contrary, Seller must furnish to Buyer at closing an affidavit in a form acceptable to the Buyer and sufficient to remove standard printed exceptions to title in an owner's policy of title insurance regarding (i) unrecorded matters (except for taxes not yet due and payable and special assessments not shown by the public records), (ii) parties in possession, except for the rights of tenants, if any, as tenants only, in possession and occupancy of the Property under written leases which have been furnished to Buyer by Seller and accepted by Buyer in writing, and (iii) mechanics liens exceptions. Seller represents to Buyer that there are and at closing there will be no tenants or lessees occupying the Property or any portion of the Property. The Seller's Affidavit must contain information required for completion of Internal Revenue Service 1099 Form and a FIRPTA disclosure. 6. DOCUMENTS FOR CLOSING. Buyer's attorney must prepare and furnish all documents for closing including, but not limited to, the Contract for Sale and Purchase, Satisfaction of Conditions Precedent to Closing, Seller' Affidavit, Settlement Statement, Warranty Deed, and the Public Disclosure of Interest Form required by Section , Florida Statutes. 7. COSTS AND EXPENSES. Seller and Buyer will pay costs and expenses as follows: prorated ad valorem taxes and assessments (Buyer); Deed Documentary Stamp Tax (Buyer); Title Insurance (Buyer); Survey (Buyer); Recording of Deed (Buyer); Buyer's Attorney's Fees (Buyer); Seller's Attorney's Fees (Seller); costs to cure title defects and encumbrances (Buyer). 8. BROKERS. Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to a licensed real estate broker other than Sell Florida Homes, Inc. which is the agent of the Buyer and shall be compensated at closing by the Buyer. 9. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may become a lien against the Property must be satisfied at closing. In the event the closing occurs between January 1 and November 1, Buyer will, in accordance with Section , Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the Property. In the event the closing occurs on or after November 1, Buyer will pay to the tax collector an amount equal to the taxes that are determined to be legally due and payable. 10. CONVEYANCE AND TRANSFER OF TITLE. Seller shall convey title to the Property by Warranty Deed on or before 60 days from the Effective Date ofthis Contract. Time is of the essence. 11. CLOSING. THstransactionwillbeclosedandtheWarrantyDeedandotihierclosing documents delivered to Buyer at the Office of the County Attorney, 221 Palafox Place, Suite 430, Pensacola, Florida CLOSING PROCEDURE; DISBURSEMENT OF PROCEEDS OF SALE. At closing, Seller shall deliver the Warranty Deed and the proceeds of the sale will be disbursed in accordance with a settlement statement signed by both parties.

3 13. FAILURE OF PERFORMANCE. If Buyer fails or refuses to perform the Contract and Seller is not in default under this Contract, Seller will receive the deposit/earnest money, if any, plus all interest accrued, paid by Buyer as liquidated damages, consideration for the execution ofthe Contract and in full settlement of any claims for damages and as Seller's sole remedy under the Contract and Seller has no right of specific performance. If Seller rails or refuses to perform the Contract for any reason and Buyer is not in default under the Contract, (i) Buyer may proceed in law or in equity to enforce Buyer's rights under the Contract, or (ii) Buyer may elect to terminate the Contract and to receive the return ofbuyer's deposit, plus interest earned, and reimbursement from Seller for all costs and expenses Buyer incurred with regard to the Contract in full settlement of any claims for damages., 14. ATTORNEY FEES; COSTS. In connection with any litigation arising out of the Contract, each party is responsible for its own attorneys' fees and costs. 15. SURVIVAL. It is understood and agreed that all representations and warranties contained in the Contract and any provision of the Contract which by their nature and effect are required to be observed, kept or performed after closing, (i) survive closing and the delivery ofthe Warranty Deed, and (ii) remain binding upon and for the benefit ofthe parties to the Contract, their respective successors and assigns, until fully observed, kept or performed. 16. ASSIGNABELITY. Buyer and Seller cannot assign the Contract or rights under the Contract without the express written consent of the other. closing. 17. RISK OF LOSS. The risk of loss to the Property is the responsibility of Seller until 18. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels ofradon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Escambia County public health unit 19. OTHER AGREEMENTS. No prior or present agreements or representations are binding upon Buyer or Seller unless included in- the- Contract No modifioation^jr-change in-the Contract are valid or binding upon the parties unless in writing and executed'by the parties to be bound. 20. NOTICES. Any notice or demand to be given or that may be given under this Contract must be in writing and delivered by hand or delivered through the United States mail to: TO BUYER: County Administrator Escambia County, Florida 221 Palafox Place Pensacola, Florida 32502

4 WITH A COPY TO: Escambia County Attorney's Office 221 Palafox Place, Suite 430 Pensacola, Florida TO SELLER: Harvey T. Jordan and Michael J. Accinelli, as successor co-trustees under the provisions of a trust agreement dated July 25,2008, known as the Harvey D. Jordan Revocable Trust c/o Bordelon Law Firm, PX Gulf Breeze Parkway Gulf Breeze, Florida COUNTERPARTS. The Contract will be executed in duplicate counterparts, both of which taken together constitute one and the same instrument and any party or signatory may execute the Contact by signing a counterpart 22. THIRD PARTY LEASES AND CONTRACTS. Seller, shall at closing furnish to Buyer releases or subordinations from any mortgages, leases, or-encumbrances other than those mortgages and encumbrances referenced in Section 2 and Exhibits B and C. 23. SURVEY. Buyer may obtain a survey at its own expense. IfBuyer prepares a survey and objectionable items are disclosed, objectionable matters will be viewed as title defects and the provisions of Paragraph 4 shall apply. 24. INSPECTION OF PROPERTY. Upon reasonable notice and without disruption of Seller' current use of the Property, Buyer may have subsurface investigations and environmental audits ofthe Property made by qualified geotechnical and environmental engineers sufficient in the judgment of the inspecting engineer to ascertain whether or not the Property meets the standards acceptable to Buyer. In the event that the report indicates that the Property does not meet Buyer's standards, Buyer, by notice to Seller on or before 10 days prior to closing, has the option of terminating the Contract and Seller agrees to return any deposit paid by Buyer. Seller warrants that there are no facts known to Seller materially affecting the value ofthe Property, which are not readily observable by Buyer or which have not been disclosed to Buyer. 25. ACCESS. Upon prior notice to Seller, Buyer and Buyer's agents and representatives have the right of access to the Property at any reasonable time prior to closing for the purpose of making the investigations!, enviionmental^udits,impectionsand5uiveysauthorized.by the Contract, provided neither Buyer nor its agents interfere with the use ofthe Property by Seller or its employees or customers. 26. OCCUPANCY AND POSSESSION. Seller warrants delivery ofpossession ofme Property to Buyer at closing. 27. CONDEMNATION. Seller conveys by sale the Property for public use and waives any right to compensation for the Property other than as provided for in the Contract If at any time prior to closing, the Property or any portion of the Property is taken by the exercise of eminent domain by another entity possessing those powers or if any preliminary steps in any taking by eminent domain of all or any portion ofthe Property occurs prior to closing, Buyer may, at Buyer's option, within 10 days after notice of this fact from Seller, rescind the Contract and Seller must return any deposit paid under the Contract to Buyer. Upon refund of the deposit, plus any interest earned, Buyer and Seller are released, as to one another, of all further obligations under the Contract

5 Seller shall notify Buyer of any taking by eminent domain and all steps preliminary to any taking immediately upon Seller' knowledge ofthe occurrence. IfBuyer does not exercise Buyer's option to rescind under mis Paragraph, the Contract remains in full force and effect. In this event Seller, (i) shall pay to Buyer at closing all proceeds previously received by Seller from the condemning authority, and (ii) shall assign to Buyer at closing all proceeds to be paid by the condemning authority after closing by an instrument of assignment in a form reasonably acceptable to Buyer. 28. FOREIGN INVESTMENT AND REAL PROPERTY TAX ACT (FIRPTA) AFFIDAVIT. Seller agrees to furnish to Buyer at closing a transferor's certification disclosing under penalty of perjury Seller's foreign or non-foreign status and Seller's United States federal identification number. The certification must be, (i) in a form acceptable to Buyer, and (ii) ifbuyer has non-foreign status, in a form meeting the requirements of Section 1445(a) of the Internal Revenue Code of 1986, as amended, and the Regulations under Section 1445(a). THIS CONTRACT IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IFNOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS CONTRACT SHALL NOT BE EFFECTIVE UNLESS APPROVED BY THE ESCAMBIA COUNTY BOARD OF COUNTY COMMISSIONERS AT A DULY NOTICED PUBLIC MEETING. SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: ATTEST: Deputy Clerk Pam Childers Clerk of the Circuit Court ESCAMBIA COUNTY, FLORIDA by and through its duly authorized BOARD OF COUNTY COMMISSIONERS Gene M. Valentino, Chairman BCC Approved:. Date:

6 jtfitnesss, J\\ Print Name - J; Acranelli, as successor cotrustee under the provisions of a trust agreement dated July 25,.2Q08,,known as the Harvey D. Jordaa Revocable Trust Witaess.* PrintName STATE OF OfC GOUNTrOF The foregoing instrument was acknowledged before me this- 1*7. day of. 2013', by Michael J. Accinelli, as successor cp-trusteeunderme provisiots ofa trust agreement dated July25,2008j known as the Harvey D. jdrdanbevpcable-ttust- He ft/)i8 personallyknown to me, {J$ produced current <Dve*j~*\^TWJgAt Utx.v\it aj identification. (Notary Seal) OFFICIAL SEAL RICHARD MKEAT1HQ NOTARY PUSUC - OREQOM COMMISSION-NO MYCOMMISSIOPI EXPlRE88EPTEMBER08;ai16. Printed Name ofrotary

7 SELLER: Harvey T. Jiujdp, as successor co-trustee under the pnmsions of a trust agreement dated July 25,2008, known as the Harvey D. Jordan Revocable Trust Print N STATE OF COUNTY OF «Sfr*J The foregoing instrument"was acknowledged before me this /4T: day of 2013, by Harvey T. Jordan, as successor co-trustee under the provisions of a trust agreement dated July 25,20Q8,.known asthe HarveyD. Jordan Revocable Trust He ( ) is personallyknown to me, (_^ptoduced current O-*»*>»fr* <WMs<s UE&c»fa. M identification. Rotary Seal) JASON LEGASPI Commission # 18B393B Notary Public-California San Joaquln County MV Comm. Expires Apr 21,20141 f Printed Name ofnotary Public

8 EXHIBIT A Lot 25, Block "C", Whispering Oaks, a subdivision according to the plat recorded in Plat Book 8, Page 36, of the Public Records of Escambia County, Florida Parcel I.D.#: 34-2S ^ Lot 26, Block "C", Whispering Oaks, a subdivision according to the plat recorded in Plat Book 8, Page 36, of the Public Records of Escambia County, Florida Parcel I.D.#: 34-2S Lot 32, Block "C", Whispering Oaks, Escambia County, Florida, according to the Plat recorded in Plat Book 8, at Page 36, of the Public Records of Escambia County, Florida Parcel I.D.#: 34-2S

9 EXHIBIT B MORTGAGES AND ENCUMBRANCES 1. Mortgage between Harvey D. Jordan and Carol B. Jordan, husband and wife, and Peoples First Community Bank recorded in Official Record Book 6147 at page 1830, as assigned to Hancock Bank in the Assignment of Note, Mortgage, and Loan Documents recorded in Official Record Book 6589 at page 1697 of the public records of Escambia County, Florida. 2. Assignment of Rents between Harvey D. Jordan and Carol B. Jordan, husband and wife, and Peoples First Community Bank recorded in Official Record Book 6147 at page 1836, as assigned to Hancock Bank in the Assignment ofnote, Mortgage, and Loan Documents recorded in Official Record Book 6589 at page 1697 of the public records of Escambia County, Florida 3. Mortgage between Harvey. D. Jordan and Carol B. Jordan, husband and wife, and Peoples First Community Bank recorded in Official Record Book 6147 at page 1840, as assigned to Hancock Bank in the Assignment ofnote, Mortgage, and Loan Documents recorded in Official Record Book 6589 at page 1699 of the public records of Escambia County, Florida. 4. Assignment of Rents between Harvey D. Jordan and Carol B. Jordan, husband and wife, and Peoples First Community Bank recorded in Official Record Book 6147 at page 1846, as assigned to Hancock Bank in the Assignment of Note, Mortgage, and Loan Documents recorded in Official Record Book 6589 at page 1699 of the public records of Escambia County, Florida

10 EXHIBIT C LOCAL GOVERNMENT LIENS 1. Order of the Environmental Enforcement Special Magistrate recorded in Official Record Book 6266 at page 645, as certified in Official Record Book 6266 at page 666 of the public records of Escambia County, Florida. 2. Order of the Environmental Enforcement Special Magistrate recorded in Official Record Book 6816 at page 209, as certified in Official Record Book 6816 at page 428, as amended in Official Record Book 6854 at page 976, as amended in Official Record Book 6922 at page 1636 of the public records of Escambia County, Florida. 3. Order of the Environmental Enforcement Special Magistrate recorded in Official Record Book 6753 at page 1639, as certified in Official Record Book 6753 at page 1697, as amended in Official Record Book 6833 at page 740 of the public records of Escambia County, Florida. 4. Order of the Environmental Enforcement Special Magistrate recorded in Official Record Book 6754 at page 1976, as certified in Official Record Book 6755 at page 16,. as amended in Official Record Book 6849 at page 380 of the public records of Escambia County, Florida, 5. Notice of Lien in favor of the Escambia County Utilities Authority recorded in Official Record Book 3872 at page 620 of the public records of Escambia County, Florida.

11 CONSENT OF MORTGAGEE Hancock Bank, by and through its duly authorized representative, hereby consents to the sale of the Property between Seller and Buyer and, upon closing of the sale in accordance with the terms of the Contract and payment in the amount of Seven Thousand Four Hundred Dollars ($7,400.00), agrees to satisfy and cancel those mortgages and encumbrances shown in the attached Exhibit B. Executed on this j/6. day of UICClA^, HANCOCK BANK. Oh/)AIT* Print Name: PJln&ni Title: mm M

12 CONSENT OF MORTGAGEE Pauline D. Edison, as trustee under the Pauline D. Edison Living Trust dated September 24, 2007, hereby consents to the sale of the Property between Seller and Buyer and, upon closing of the sale in accordance with the terms of the Contract and payment in the amount of Five Thousand Dollars ($5,000.00), agrees to satisfy and cancel the Mortgage Note recorded in Official Record Book 4402 at page 1073, and assigned in the Assignment of Mortgage recorded in Official Record Book 6240 at page 535 of the public records of Escambia County. Executed on this JJ; day of fjifi^j PauHne D.Edison, as trustee under the Pauline D. Edison Living Trust dated September 24,2007 i