OPTIONOR, in consideration of the TAYLOR COUNTY DEVELOPMENT AUTHORITY (“TCDA” or “OPTIONEE”) showing and marketing OPTIONOR’s property to potential business investors, and for other valuable consideration received from TCDA, whose address is 103 E. Ellis Street, Perry, FL 32347, does hereby grant unto OPTIONEE the Non-exclusive right and option to purchase, within the time hereinafter stated, and at the PURCHASE PRICE herein set forth, real property in Taylor County, Florida, located at PROPERTY ADDRESS (hereinafter called the “PROPERTY”, upon the following terms and conditions:
1. OPTIONEE may exercise this Option to Purchase by notice to OPTIONOR in writing, which shall be sent by certified or registered mail, at the MAILING ADDRESS herein stated postmarked on or before midnight, the option period continuing from the time this Option is signed until terminated as set forth herein. In the event this Option is exercised, the purchase shall be concluded in the manner herein set forth, and in the event this Option is not exercised, the same shall be null and void, and neither party shall have any obligation hereunder. OPTIONOR may terminate this Option at any time prior to its exercise by providing a notice of termination to OPTIONEE in writing sent by certified or registered mail. This agreement in no way precludes the OPTIONOR from marketing the PROPERTY for sale whether by utilization of a real estate professional or otherwise. However, until the PROPERTY is under contract with a buyer or this Option has been terminated as set forth herein, exercise of this Option shall bind OPTIONOR to adhere to the terms herein. If the PROPERTY is under contract to purchase prior to exercise of this Option, then this Option, if exercised thereafter, shall be subordinate to the contract to purchase. But, if this Option is exercised prior to the PROPERTY being under contract for purchase, then any such contract for purchase shall be subordinate to this Option.
2. If the Option is exercised, the purchase price for the PROPERTY shall be in the amount of PURCHASE PRICE net to OPTIONOR, with the purchase price being paid in cash at the time of closing.
3. It is an obligation of OPTIONOR to furnish marketable title to the PROPERTY, free and clear of all liens, defects and encumbrances, to convey said PROPERTY to OPTIONEE by statutory warranty deed, with full covenants of warranty; subject only to taxes for the year of closing and all prior years which shall be paid by OPTIONOR, local zoning and land use regulations, existing road rights-of-way and sovereignty right, if any.
4. OPTIONEE shall obtain within thirty (30) days after exercise of this Option, a commitment for a fee owner’s title insurance policy showing the title to be marketable. OPTIONEE shall have until 10 working days prior to closing to examine the same. If title is found to be defective, OPTIONEE shall, not less than 10 working days prior to closing, notify OPTIONOR in writing, specifying defects. If said defects render the title to be unmarketable, the option period shall be extended and OPTIONOR shall have 120 days from date of such notice from OPTIONEE within which to remove said defects and, if OPTIONOR is unsuccessful in removing them within the said time, OPTIONOR shall notify OPTIONEE in writing advising OPTIONEE that they were unable to remove the defect, and OPTIONEE shall have the option of either (1) accepting the title as it then is; or (2) electing not to close on the property and thereupon OPTIONEE and OPTIONOR shall be released as to one another of all further obligations under this Option. However, OPTIONOR agrees that they will, if title is found to be unmarketable, use diligent effort to correct the defects in the title within the time provided therefore, including the bringing of necessary lawsuits. Said title insurance commitment shall contain only the usual exceptions generally printed by the American Land Title Association Owners’ Policy on the currently used form. Any defect in title that the title insurance company shall insure over the affirmative shall not be deemed to cause the title to be unmarketable.
5. This transaction may be closed at the closing office selected by OPTIONEE, after the exercise of the Option, provided that the Option was properly exercised.
6. At or before closing, the parties shall deliver the funds and documents requested by OPTIONEE to the closing office designated by the OPTIONEE, relating to the purchase of the PROPERTY to be closed.
7. OPTIONEE shall, during the term of this Option, have the right and privilege to enter upon the PROPERTY described herein to make inspection thereof.
8. OPTIONOR represents and warrants that they are authorized to enter into this Option; that they have title to the PROPERTY described herein, or will acquire title to such PROPERTY within the time limits herein prescribed so as to convey said PROPERTY in accordance with the terms and conditions of this Option.
9. OPTIONEE may assign its rights under this Option without the express written approval of the OPTIONOR so long as the assignee is not a direct business competitor with the OPTIONOR. OPTIONOR may not assign its rights under this Option without the express written approval of the OPTIONEE, which approval may not be unreasonably withheld.
10. OPTIONEE may, after exercising this Option, but prior to assigning the same, withdraw its exercise of this Option if done so in writing; in which case OPTIONEE will not be further obligated to OPTIONOR.
11. Either party failing to comply with the terms hereof shall be liable to the other party for reasonable attorneys’ fees incurred by such other party by virtue of such failure.
12. Taxes on the PROPERTY and/or building shall be prorated as of date of closing with due allowance made for maximum allowable discount. The OPTIONOR shall pay the current year’s taxes prorated to the date of closing, OPTIONEE shall be responsible for any additional amount due should the estimated millage used for the proration of taxes be increased when the actual tax amount is determined.
13. This Agreement constitutes the entire agreement of the parties and may not be amended except by a writing signed by all parties hereto. No representation or inducement has been relied upon by any party except as stated herein. If any provision of this Agreement violates any applicable law, such provision shall be void but the remaining provisions hereof shall remain in full force and effect. This Agreement shall be binding upon and inure to the benefit of Buyer and Seller and their respective, heirs, successors, legal representative and assigns. The covenants of this Agreement shall survive the closing and shall be enforceable at law or in equity. Time is of the essence in the performance of the terms and conditions of this Agreement. This Agreement shall be governed by and interpreted under the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have caused these presents to be executed as of the day and year aforesaid.
Approved by the TCDA Board on June 15, 2023