AGENDA - Madison County, Florida · any purpose except those purposes expressly allowed in this USE...

AGENDA Regular Meeting – February 8, 2017 – 9:00 AM

Courthouse Annex – Commission Meeting Room

ROLL CALL

ADOPTION OF THE AGENDA

PETITIONS FROM THE PUBLIC – FIVE (5) MINUTE LIMIT

APPROVAL OF THE MINUTES FROM THE REGULAR MEETING HELD JANUARY 25, 2017.

CONSTIUTIONAL OFFICER REPORTS

CONSENT AGENDA

1. Budget Amendment Request – Sheriff’s Office Employee Payout $3,740.59

2. Approval of Confiscated Currency Expenditure of $7,040 for VHF Portable Radios

3. Approval of Confiscated Currency Expenditure of $9,501.08 for Lease/Purchase of WatchGuard in Car

Camera Systems.

4. Appointment of Members to the SHIP Housing Advisory Committee.

OLD BUSINESS

1. Approval of Sub-lease of Lee Airport to North Florida Ag Services, Inc.

2. Review of Request for Bids for Sale of Timber on Madison County Development Complex Parcel.

PUBLIC WORKS DEPARTMENT

1.

NEW BUSINESS

1. First Public Hearing 9:00 a.m. – An Ordinance Imposing a Temporary Moratorium on the Establishment,

Siting, Construction, Opening, Operation and/or Continued Operation of Medical Marijuana Dispensing

Facilities.

2. Resolution 2017-02-08; Asking for Protection of the Historic Suwannee and Withlacoochee Rivers.

3. Approval of two Contracts with Peacock Family for RIVER Grant.

4. Approval for Lease of Vehicle for the Emergency Management Department.

5. Approval of Contract with Disasters Strategies & Ideas Group, LLC (DSI) to Conduct Mass Care Exercise

and Incident Command Training.

6. Approval of an Interlocal Agreement with the City of Madison concerning a FY 2016 Community

Development Block Grant Application

Planning & Zoning Board

Mack Primm, Chair – District 1 – Term Ends January 1, 2019

Brent Whitman – District 2 – Term Ends December 1, 2017

Calvin Malone – District 3 – Term Ends February 1, 2019

Mike Holton – District 4 – Term Ends December 1, 2017

Christy Grass – District 5 – Term Ends February 1, 2018

Julia Shewchuck, Vice-Chair – At-Large – Term Ends June 1, 2018

Chad Thurner – At-Large – Term Ends June 1, 2019

Tim Ginn – School Board Representative

Dot Alexander – Alternate – Term Ends February 1, 2018

VACANT – Alternate – Term Ends

Madison County Development Council

BOCC APPOINTEES:

Ed Meggs – Term Ends – January 1, 2018

Rick Davis – Term Ends – January 1, 2018

Tourist Development Council

Chair of BOCC or His Designee, Chair to be Re-Appointed Annually Prior to July 1st – Term Ends June 1, 2017

Jim Catron – Elected Municipal Official from Most Populous Municipality – Term Ends June 1, 2018

Edwin McMullen – Elected Municipal Official from Any Municipality – Term Ends June 1, 2017

Latrelle Ragans,– Involved in Tourist Industry and SUBJECT to the Tax – Term Ends June 1, 2018

Brenda Graham – Involved in Tourist Industry and SUBJECT to the Tax – Term Ends June 1, 2017

Trent Abbott – Involved in Tourist Industry and SUBJECT to the Tax – Term Ends June 1, 2018

Jackie Blount – Involved in Tourist Industry and NOT SUBJECT to the Tax* – Term Ends June 1, 2017

Roy Milliron – Involved in Tourist Industry and NOT SUBJECT to the Tax* – Term Ends June 1, 2017

Sandy Wilson – Involved in Tourist Industry and NOT SUBJECT to the Tax* – Term Ends June 1, 2018

*Not More Than One of the Positions Marked with an Asterisk May Also be Filled by a Person who is Subject To the Tax.

Competency Board Code Enforcement Board

Benjamin Grass – Term Expires January 1, 2018 Brian Leonardson – Term Expires January 1, 2018

Travis Renfroe - Term Expires January 1, 2019 Anthony O’Quinn – Term Expires January 1, 2018

Dennis Pitts – Term Expires January 1, 2018 Eddie Taylor – Term Expires January 1, 2018

Jayson Williams – Term Expires January 1, 2018 Curtis Johnson – Term Expires January 1, 2018

Curtis Johnson - Term Expires January 1, 2019 Lynette Sirmon – Term Expires January 1, 2018

Dewayne O’Quinn – Term Expires January 1, 2018 Freddie Simmons – Term Expires January 1, 2018

Danny Plain – Term Expires January 1, 2018 Jimmy Anderson – Term Expires January 1, 2018

Commissioners

Alfred Martin, Chair – District 4

Wayne Vickers, Vice-Chair – District 2

Alston Kelley – District 1

Ronnie Moore – District 3

Rick Davis – District 5

PROCEDURAL RULES FOR THE MEETINGS OF THE BOARD OF COUNTY COMMISSIONERS

The following notices are hereby given to all persons concerning the meetings of the Board of County Commissioners of Madison

County, Florida (hereinafter the “Board”):

1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the meetings of the Board in all

cases to which they are applicable and in which they are not inconsistent with the law, these rules or are otherwise waived by the

Board.

2. No comments from the floor will be allowed under any circumstances.

3. The Board shall hear as many comments from the public as practicable during any meeting.

4. No member of the public may address the Board who has not previously signed up to address the Board, unless he or she is requested to

do so by the Chair.

5. Any member of the public who wishes to address the Board on any topic, which appears on the agenda or otherwise, must sign up before

the scheduled time for public comments.

6. All speakers will be limited to five (5) minutes per topic, unless leave is given by the Chair.

7. Any identifiable group of three (3) persons or more shall be limited to a total of ten (10) minutes per topic.

8. All members of the public given the privilege of addressing the Board, shall do so at the beginning of its scheduled meeting, or

immediately following the lunch time break, if the scheduled meeting continues past the lunch time break.

9. The Chair may rule any speaker out of order and require that speaker to cease addressing the Board and if necessary order the bailiff to

remove that speaker from the Commission Chambers if:

A. The speaker refuses to confine his remarks to the topic at hand.

B. The speaker becomes belligerent, irrational, or in any way disruptive to the meeting of the Board, or,

C. The speaker refuses to cease addressing the Board after his allotted time.

10. No agenda item will be designated for any specific time other than a time during the first three (3) hours of the meeting, unless leave is

given by the Chair. All times shown on the agenda are approximate.

11. No item may be added to the agenda of the Board of County Commissioners except upon request of the Chair, a Board member, the

County Manager, the Clerk of the Board or the County Attorney.

12. All decisions of the Chair concerning parliamentary procedures, decorum, or rules of order will be final, unless they are overcome by a

majority of the members of the Board in attendance.

13. The Chair shall vote on all issues that come before the Board in the same manner as a member of the Board.

Notice: All items listed on the agenda are for discussion and possible action including vote by the Board. The Board reserves the right

to amend the agenda of any meeting to the fullest extent allowed by law. Pursuant to the provisions of the Americans with Disabilities

Act, if you are a person requiring special accommodations to participate in this meeting of the Board, you are entitled, at no cost to

you, to the provision of certain assistance. Please contact Billy Washington, Clerk of Court, at Post Office Box 237, Madison, Florida

32341, telephone: (850)973-1500, at least 48 hours prior to the meeting. If you are hearing or speech impaired, please call 711. If a

person decides to appeal any decision made by the Board with respect to any matter considered at this meeting he or she will need a

record of the proceedings, and that, for such purpose, he or she will need to ensure that a verbatim record of the proceedings is made,

which record includes the testimony and evidence upon which the appeal is to be based.

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AIRPORT ACCESS AND USE AGREEMENT THIS AIRPORT ACCESS AND USE AGREEMENT (the “USE AGREEMENT”) is entered into by and between the MADISON COUNTY, a political subdivision of the State of Florida, whose address is Post Office Drawer 539, Madison, Florida 32341 (the “COUNTY”) and NORTH FLORIDA AG SERVICES INC., a Florida corporation, whose address is 14615 SW 151st Ave., Brooker, Florida 32622 (the “USER”). Witnesseth: WHEREAS, the COUNTY has presently entered into a certain Lease Agreement (the “LEASE AGREEMENT”), a copy of which is attached hereto as Exhibit “A”, with an entity (the “OWNER”) in which the COUNTY leases certain real property (the “PROPERTY”) described in the LEASE AGREEMENT from the OWNER; and, WHEREAS, the COUNTY presently operates on the PROPERTY the Madison County Airport (FAA Identifier 99FL) (the “AIRPORT”) which is a private use “grass strip” airport with little or no improved facilities; and, WHEREAS, parties may only land at the AIRPORT and otherwise use the AIRPORT with the permission of the COUNTY; and, WHEREAS, the USER has used the AIRPORT for many years to refuel and for other uses in connection with the USER’s aerial application or “crop dusting” business; and, WHEREAS, the USER wishes to continue to use the AIRPORT and the COUNTY wishes to continue to allow the USER to continue to use the AIRPORT on certain terms and conditions; and, WHEREAS, the parties have reached an agreement on all such matters and wish to commit such agreement to writing and thereby create a legally enforceable contract between them. Now therefore in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Recitals. The above recitals are hereby incorporated herein as an integral part hereof. 2. Use of the PROPERTY. 2.1 During the term of this USE AGREEMENT, the USER may use the PROPERTY

for aviation and aviation related activities related to the USER’s aerial application or “crop dusting” business, including, without limitation, landing upon, taking off from, and flying over the PROPERTY as well as taxiing, parking, fueling, loading, and towing aircraft on the PROPERTY. Additionally, if necessary due to

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unforseen circumstances, the USER may service and make light repairs to its aircraft on the PROPERTY.

2.2 The USER shall not use (nor allow to be used) any part of the PROPERTY for

any purpose except those purposes expressly allowed in this USE AGREEMENT. 2.3 At all times, the USER shall only use the PROPERTY in compliance with all

applicable Federal, state and local, laws, rules and ordinances. Without limiting the foregoing, at all times, the USER shall only use the PROPERTY in compliance with all applicable rules of the Federal Aviation Administration (the “FAA”) and the Florida Department of Transportation (the “FDOT”).

2.4 The USER understands that the COUNTY is or may become the recipient of grant

funding from the FAA and/or the FDOT concerning the PROPERTY and its use as an airport and for aviation activities. This USE AGREEMENT shall not be deemed to allow any activity on, or use of, the PROPERTY which would violate any of the terms of such grants or make the COUNTY ineligible for such grant funding in the future.

3. Payment by the USER. During the term of this USE AGREEMENT, the USER shall pay

to the COUNTY, the total sum of $2,500.00 per year. The first yearly payment shall be made to the COUNTY within 10 days after the date the USER executes this USE AGREEMENT and shall be for the remainder of calendar year 2017. Thereafter (beginning with December 1, 2017) the yearly payment shall be made to the COUNTY on or before December 1 and shall be for the next ensuing calendar year.

4. Term. The term of this USE AGREEMENT shall coincide with the term of the LEASE

AGREEMENT and any renewals thereof. Provided that either party may unilaterally terminate this USE AGREEMENT, for any or no reason and regardless of whether the LEASE AGREEMENT is still in effect, upon giving 30 days written notice to the other party. Should the COUNTY terminate this USE AGREEMENT, the USER shall receive a pro rata refund of the yearly payment for the year in which the USE AGREEMENT was terminated.

5. Mowing of the Property. The USER shall, at the USER’s sole expense, mow the grass on

the PROPERTY as necessary for USER’s use of the PROPERTY, provided that, at a minimum, the USER shall ensure that the entire PROPERTY is mowed once in each of the months of April, May, June, July, August, September.

6. Fuel, Chemicals and Hazardous Substances. 6.1 The USER may, on the PROPERTY, refuel its aircraft and reload its aircraft with

chemicals and water to be used by the USER for aerial application. Provided that in refueling and reloading its aircraft, the USER shall follow good commercial practices that shall ensure that no fuel or chemicals are spilled on the

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PROPERTY. 6.2 The USER has secured the use of a parcel of property which adjoins the

PROPERTY, to store the USER’s fuel and chemicals and therefore shall not store any fuel or chemicals on the PROPERTY. The USER shall not construct, install or place on the PROPERTY any temporary or permanent tanks for the storage or dispensing of fuel or chemicals.

6.3 Except as expressly set out herein, the USER shall not (nor allow others to)

transport, use, store, dispose of, treat or generate any hazardous waste or hazardous substance on the PROPERTY, without the express advance written approval from the COUNTY. Approval from the COUNTY shall be solely at the COUNTY's discretion. The terms "hazardous waste" or "hazardous substance" shall be as defined in 40 C.F.R. Part 261 and in 40 C.F.R. Part 300.

6.4 Should any fuel, chemicals, motor oil, or other hazardous waste or hazardous

substance be spilled on the PROPERTY related to the USER’s activities on the PROPERTY, the USER shall, at the USER’s sole expense, immediately take all steps necessary to avoid or remedy any environmental damage which might be caused by such spill, including, but not limited to, the removal and proper disposal of contaminated soil and vegetation. The requirements of this subparagraph shall survive the termination of this USE AGREEMENT.

7. Condition of the PROPERTY. The USER has used the PROPERTY for aviation and

aviation related activities for many years and is familiar with the condition of the PROPERTY. Further, the USER acknowledges that the USER has made all of the inspections and investigations of the PROPERTY that the USER deems necessary or desirable. The USER is entering into this USE AGREEMENT solely relying on his inspections and investigations of the PROPERTY and not on any representations which may have been made by the COUNTY, or anyone else, not expressly set out herein. Except as may be expressly set out herein, all warranties, express and implied, concerning the PROPERTY are expressly disclaimed. The USER hereby accepts the PROPERTY “as is” and expressly assumes all risk of entering and using the PROPERTY.

8. Utilities. The USER shall not have any utility service (electricity, telephone, gas, cable

television, etc.) run to or installed on the PROPERTY. 9. Use to be Non-Exclusive. The USER’s use of the PROPERTY shall be non-exclusive.

The COUNTY may grant others the right to use the PROPERTY on terms which may or may not be similar to the terms set out in this USE AGREEMENT. The USER understands that others may be using the PROPERTY for aviation purposes at the same time as the USER, with or without prior notice to the USER.

10. Alteration of the PROPERTY. Except as expressly provided herein, the USER shall not

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alter the PROPERTY in any way. Such prohibited alteration includes, without limitation, (1) excavation, digging, filling, ditching, or other alteration to the surface or elevation; (2) paving or adding other impervious materials; (3) cutting, removing or planting of all landscaping and/or trees; and, (4) constructing, installing and/or locating any structures, fences, gates, posts, poles, utilities, or obstacles.

11. Personal Property. The USER shall not allow any of its personal property (including,

without limitation, all aircraft, motor vehicles, mowers, tools and equipment) to remain on the PROPERTY overnight or at any time when the USER is not actively using such personal property.

12. Waste or Nuisance. The USER will not use the PROPERTY or allow the PROPERTY to

be used in any manner that will constitute unlawful or unreasonable waste, unlawful nuisance, or other improper or unlawful use of the PROPERTY. The USER shall immediately remove and properly dispose of all waste, trash and refuse which may be generated by the USER’s use of the PROPERTY.

13. Damage to the PROPERTY. During the term of this USE AGREEMENT the USER

shall not damage the PROPERTY in any way, minor wear and tear excepted. Should the USER so damage the PROPERTY, the USER shall, at the USER’s sole expense, repair all such damage and restore the PROPERTY to the condition it would have been in had such damage not occurred. The requirements of this subparagraph shall survive the termination of this USE AGREEMENT.

14. The COUNTY and USER shall not be Partners. This USE AGREEMENT shall not be

deemed to create a partnership nor a joint venture. Neither party shall have the authority to legally bind the other.

15. Waiver and Release of Liability. The USER forever waives for itself and its executors,

administrators, assignees or heirs, any and all rights and claims for damages, losses, demands and any other actions whatsoever, which it, individually or in concert with others, may have or which may arise against the COUNTY and/or the OWNER, and any of their heirs, employees, directors, officers or agents, including but not limited to any and all injuries, damages or illnesses suffered by the USER and/or the USER’s property, which may, in any way whatsoever, arise out of, be related to or be connected with the USER’s entering onto and/or using the PROPERTY. The USER on behalf of itself and its executors, administrators, assignees or heirs, hereby expressly releases the COUNTY and the OWNER, and any of their heirs, employees, directors, officers or agents, from any and all such claims. The rights and obligations set out in this subparagraph shall survive the termination of this USE AGREEMENT.

16. Hold Harmless and Indemnity. The USER hereby expressly understands, covenants and

agrees (a) that nothing contained in the USE AGREEMENT or contemplated is intended to or shall increase the COUNTY’s or the OWNER’s liability for personal injury or death or for any property damage, (b) that the COUNTY and the OWNER do not assume any

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such additional liability, (c) that liability arising out of the utilization and occupancy of the PROPERTY by the USER and USER’s employees, agents, contractors, invitees or any representative, is hereby assumed by the USER and shall be at the sole and exclusive risk of USER, (d) that the USER shall answer and satisfy to the COUNTY’s satisfaction any and all complaints relative to USER’s utilization of the PROPERTY, and (e) that the USER shall protect, defend, hold harmless and indemnify the COUNTY and the OWNER from and against any and all actions, claims, damages and/or loss, including, but not limited to, actions or claims from USER’s employees, contractors, or subcontractors, and including, but not limited to, claims for remediation, damages or fines from governmental entities, which may be assessed now or in the future, together with any costs and attorneys' fees occasioned by or growing out of any actual or claimed usage or condition of the PROPERTY arising in any manner whatsoever, directly or indirectly, by reason of the PROPERTY or USER’s utilization thereof. The rights and obligations set out in this subparagraph shall survive the termination of this USE AGREEMENT.

17. Insurance. At all times during the term of this USE AGREEMENT, USER will carry

commercial liability insurance in the minimum aggregate amount of $1,000,000.00. Such insurance shall include coverage for environmental, pollution release and/or overspray issues. Prior to this USE AGREEMENT becoming effective, the USER shall furnish the COUNTY with fully completed certificate(s) of all insurance policies, signed by an authorized representative of the insurer(s) showing that the USER has obtained the insurance coverage required herein. The certificates shall be issued to the COUNTY and name the COUNTY and the OWNER as additional insureds. Each certificate of insurance shall provide that the COUNTY be given no less than sixty (60) days written notice prior to cancellation. Until such time as the insurance is no longer required to be maintained by the USER, the USER shall provide the COUNTY evidence of the renewal or replacement of the insurance no less than sixty (60) days before expiration or termination of the required insurance for which evidence was provided.

18. Amendments. This USE AGREEMENT may not be amended, revoked, or abandoned

except through a written agreement executed by the parties with the same formalities as this USE AGREEMENT.

19. Assignment. Neither party may assign its rights or obligations under this USE

AGREEMENT without the prior written consent of the other party. 20. Venue and Jurisdiction of Litigation. The exclusive venue and jurisdiction for any

litigation enforcing, construing or relating to this USE AGREEMENT shall be the State of Florida, Circuit Court or County Court in and for the Florida county where the PROPERTY is located, or if the PROPERTY is located in more than one Florida county, in any of them.

21. Waiver of Jury Trial. The parties mutually and forever waive any and all right to trial by

jury in any legal proceeding arising out of or relating to this USE AGREEMENT and

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agree to have any such actions decided by a judge alone, without a jury. 22. No Waiver of Sovereign Immunity. Notwithstanding anything else herein to the

contrary, nothing herein shall be construed to waive or to otherwise affect the COUNTY’s sovereign immunity and/or the protections given the COUNTY under Section 768.28, Florida Statutes.

23. No Third Party Beneficiaries. No provision of this USE AGREEMENT shall be deemed

for the benefit of the public generally nor for any persons or entities other than the USER, the COUNTY and the OWNER.

24. Terms Not to Be Construed Against Either Party. The terms of this USE AGREEMENT

shall not be construed against either party as the drafter. 25. Governing Law. This USE AGREEMENT will be governed by and construed in

accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law.

27. No Waiver. No waiver of any provision of this USE AGREEMENT will be deemed a

waiver of any other provision, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.

28. Entire Agreement. This USE AGREEMENT constitutes the entire agreement of the

parties concerning the PROPERTY and supersedes any prior understandings or agreements, whether oral or written, between the parties with respect thereto.

29. Authority. Each person signing this USE AGREEMENT represents and warrants that he

or she has the authority to execute and deliver the same on behalf of the party for which he or she is acting.

30. USE AGREEMENT Not to Be Recorded. Neither this USE AGREEMENT nor any

notice thereof shall be recorded in the public records of any county. (The remainder of this page was intentionally left blank.)

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EXECUTED by the COUNTY, the MADISON COUNTY, FLORIDA through its

BOARD OF COUNTY COMMISSIONERS on this, ______ day of ___________________,

2017.

BOARD OF COUNTY COMMISSIONERS OF MADISON COUNTY, FLORIDA BY:____________________________ Alfred Martin Its Chair and authorized representative ATTEST:_____________________________ William D. Washington Clerk (The remainder of this page was intentionally left blank.)

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EXECUTED by the USER, NORTH FLORIDA AG SERVICES INC., on this ______ day of ____________, 2017.

NORTH FLORIDA AG SERVICES INC. By:__________________________ Michael D. Emory Its president and authorized representative ATTEST:_____________________________ Cindy A. Payne Secretary (The remainder of this page was intentionally left blank.)

CONTRACT FOR THE SALE OF TIMBER ON COUNTY PROPERTY(COUNTY Selling to Private Entity)

THIS CONTRACT FOR THE SALE OF TIMBER ON COUNTY PROPERTY, is madeand entered into as of its EFFECTIVE DATE, by and between the COUNTY and thePURCHASER and for good and valuable consideration the receipt and sufficiency of which ishereby acknowledged, the parties do hereby agree as follows:

1. DEFINITIONS: The following terms shall have the following meaning herein unless thecontext clearly requires otherwise:

(The first definitions are listed out of alphabetical order as they will need to be changedfrom contract to contract.)

DAMAGE DEPOSIT shall mean the PURCHASER’s check, cashier’s check, moneyorder, or surety bond given to the COUNTY to serve as a security deposit, in the amountof $_________________.

COUNTY PROJECT MANAGER shall mean the COUNTY’s County Coordinator.

PURCHASER shall mean _____________________________, a ______ corporation,whose address is ___________________, and whose Federal Tax ID No. is ___________

PURCHASER PROJECT MANAGER shall mean ________________, whose contactinformation is ______________________________________________, or such otherperson as may be approved, in advance and in writing (including email), by theCOUNTY.

TERM shall mean the time period beginning on the EFFECTIVE DATE and ending on______________, 20____.

CONTRACT shall mean this Contract for the Sale of Timber on COUNTY Propertybetween the COUNTY and the PURCHASER.

COUNTY shall mean Madison County, a political subdivision of the State of Florida.

EFFECTIVE DATE shall mean the date the CONTRACT is executed by the last party toexecute it.

EXOTIC SPECIES shall mean those species of plants that are listed on in Category I andII of the Florida Exotic Pest Plant Council’s List of Invasive Plant Species, as it may beamended from time to time.

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HARVEST or HARVESTING shall mean the cutting, harvesting and removing from thePROPERTY of trees for sale.

HAZARDOUS SUBSTANCES shall mean any hazardous or toxic substances as defined inany Federal or Florida statute or the regulation or rule of any governmental agency withjurisdiction over the PROPERTY.

NOTICE TO PROCEED shall mean the written notice given by the COUNTY PROJECTMANAGER to the PURCHASER signifying that the PURCHASER may enter upon thePROPERTY and proceed with the HARVEST of the TIMBER.

PROPERTY shall mean that certain parcel of real property owned by the COUNTYcontaining ______ acres more or less and designated by the Madison County PropertyAppraiser as Parcel No._________________, and also that certain parcel of real propertyowned by the COUNTY containing ________ acres more or less and designated by theMadison County Property Appraiser as Parcel No. _______________________.

PROTECTED SPECIES shall mean those species of animals and plants that are listed asendangered or threatened by the applicable Federal and/or Florida governmental agencyand/or are given legal protection (other than ordinary hunting regulations, bag limits andsimilar protections) under and Federal or Florida law.

REQUIRED INSURANCE LIMITS shall mean (i) for workers’ compensation insurance,the limits shall be as required by law; (ii) for motor vehicular liability insurance, thelimits shall be for not less than $500,000 combined single limit; (iii) for general liabilityinsurance, the limits shall be a minimum of $1,000,000 per occurrence and $1,000,000general aggregate.

TIMBER shall mean those specie(s) and type(s) of trees located on the PROPERTY. Provided that TIMBER shall not include any dead stump wood or lightwood, regardlessof specie.

2. SALE AND PURCHASE OF TIMBER: The COUNTY shall sell the TIMBER to thePURCHASER, as provided in this CONTRACT. PURCHASER shall purchase theTIMBER from the COUNTY and HARVEST the TIMBER, as provided in thisCONTRACT.

3. PRICE TO BE PAID BY THE PURCHASER: In exchange for the right to cut andremove the TIMBER from the PROPERTY as set out herein, the PURCHASE shall payto the COUNTY the total sum of $______________, prior to commencing anyHARVESTING on the PROPERTY.

4. COUNTY PROJECT MANAGER: The COUNTY PROJECT MANAGER is

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designated as the COUNTY’s representative for purposes of enforcement of theprovisions of this CONTRACT regarding the HARVESTING of the TIMBER on thePROPERTY. PURCHASER agrees to cooperate fully with COUNTY PROJECTMANAGER in complying with the terms and provisions of this CONTRACT. PURCHASER shall report the commencement, any interruption, recommencement, orcompletion of HARVESTING operations by telephone to the COUNTY PROJECTMANAGER at least twenty-four (24) hours prior to such.

5. PURCHASER PROJECT MANAGER: The PURCHASER PROJECT MANAGERshall have direct, primary, and continuing responsibility for the PURCHASER’sHARVEST of the TIMBER under this CONTRACT. While other individuals andspecialists will be involved, the PURCHASER PROJECT MANAGER shall be availableto COUNTY on a timely basis throughout the TERM. The PURCHASER PROJECTMANAGER shall have complete authority to transmit instructions, receive information,and interpret and define the PURCHASER’s obligations with respect to HARVEST ofthe TIMBER under this CONTRACT and otherwise bind the PURCHASER under thisCONTRACT.

6. PURCHASER NOT TO ENTER UPON THE PROPERTY NOR COMMENCEHARVESTING TIMBER PRIOR TO RECEIVING A NOTICE TO PROCEED:The PURCHASER shall not enter upon the PROPERTY, with manpower and equipment,nor commence HARVESTING any TIMBER, until and unless it receives a NOTICE TOPROCEED from the COUNTY PROJECT MANAGER. Prior to issuing a NOTICE TOPROCEED, the COUNTY PROJECT MANAGER may require a conference with thePURCHASER or the PURCHASERS REPRESENTATIVE and the Master Logger whoPURCHASER has retained to supervise and control the HARVEST of the TIMBER. This conference is to provide each party an opportunity to discuss the details of theCONTRACT, sequence of HARVESTING the TIMBER from certain stands, loggingplans, roads to be used for hauling, areas for loading of logs, areas where skidding is notallowed, and other matters pertinent to the HARVEST of the TIMBER.

7. HARVEST TO COMMENCE PROMPTLY, PROCEED DILIGENTLY AND BECOMPLETED DURING THE TERM: Upon receiving the NOTICE TO PROCEED,the PURCHASER shall promptly commence HARVESTING the TIMBER. Thereafter,the PURCHASER shall diligently continue such HARVEST until completion. ThePURCHASER shall complete all HARVESTING of the TIMBER during the TERM.

8. EXTENSIONS OF THE TERM: The COUNTY may, in the sole discretion of theCOUNTY, grant an extension of the TERM. However, extensions should be rare and thePURCHASER should not plan on being awarded any extension of the TERM. TheCOUNTY will consider granting an extension only when Acts of God or other extremecontingencies beyond the control of the PURCHASER prevent PURCHASER fromcompleting HARVESTING within the TERM. Requests for extensions must be made by

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PURCHASER, in writing, at least fifteen (15) days prior to the end of the TERM with thereasons for the request stated therein. Market price fluctuations, mill closures, millquotas, mill limits, and any other market conditions or issues are not conditions thatwarrant or justify extensions of the TERM.

9. DAMAGE DEPOSIT: The COUNTY acknowledges the receipt of the DAMAGEDEPOSIT (in the form of the PURCHASER’s company check, cashier’s check, moneyorder, or surety bond). The DAMAGE DEPOSIT shall not accrue interest but shall serveas a security deposit. The DAMAGE DEPOSIT shall be returned to PURCHASER at theend of the TERM, or the completion of HARVESTING, whichever comes first, providedthat the PURCHASER has complied with the provisions of this CONTRACT. Uponfailure the PURCHASER to fulfill all conditions and requirements herein set forth ormade a part hereof, the DAMAGE DEPOSIT shall be retained by COUNTY to be appliedto the satisfaction of PURCHASER’s unsatisfied obligations hereunder. If a Surety Bondis provided by PURCHASER, it shall include a provision whereby the surety companywaives notice of any alteration to this CONTRACT or extension of the TERM granted byCOUNTY and that the bond will remain in force during the TERM in accordance withany extension granted by COUNTY.

10. EXERCISE OF CARE BY THE PURCHASER IN HARVESTING THE TIMBER: In HARVESTING the TIMBER, the PURCHASER shall comply, at PURCHASER’sexpense and at all times, with all of the following requirements.

10.1 The HARVEST of the TIMBER shall be under the supervision and operationalcontrol of a logger who has been certified as a “Master Logger” by the FloridaForestry Association. The Master Logger shall keep such certification current atall times during the TERM and shall provide evidence of such certification to theCOUNTY PROJECT MANAGER upon request. The Master Logger shall havethe direct responsibility of overseeing the HARVEST of the TIMBER by personsdirectly supervised by the Master Logger and shall be routinely available on siteduring the TERM.

10.2 The HARVEST shall abide by and comply with the best management practices(BMP’s) for silvicultural operations as outlined in the latest version of the FloridaSilviculture Best Management Practices Manual of the Florida Forest Service.

10.3 The PURCHASER shall exercise care to prevent damage to the PROPERTY.

10.4 Stumps shall be no higher than four inches (4") above the ground except whereotherwise authorized by the COUNTY PROJECT MANAGER.

10.5 No tops, limbs or butts shall be left within three feet (3') of living trees. All"lodged" trees shall be freed and removed the same day such "lodging" occurs.

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10.6 Due care shall be exercised against starting and spreading fires during the cuttingoperations by PURCHASER and/or his employees. PURCHASER shall be liablefor all damages caused by such fires.

10.7 When PURCHASER deems it necessary to mark any trees in this sale for productdesignation or any other purpose, he will not use the same color of flagging and/orpaint as that used by COUNTY.

10.8 Standing trees on the PROPERTY which are not authorized to be HARVESTEDwill not be used in any manner to facilitate the PURCHASER’s HARVESTINGof the TIMBER.

10.9 At all times during the TERM, the PURCHASER shall ensure that the loggingarea, particularly around the loading ramps, shall be free from all litter, such as oilcans, drums, paper, and other refuse. It will be the responsibility of thePURCHASER to see that the area is cleaned up upon completion of loggingactivities.

10.10 The PURCHASER shall be responsible for ensuring that no piles of loggingdebris (tops, limbs, stumps, butts, etc.) are left in any of the logging areas orloading ramps. Logging debris shall be scattered throughout the sale areas, butshall not: be left in piles or large concentrations in any particular area; be leftalong the edges of stands; blocking roadways; or be piled close to remaining trees.Skidders or other equipment are not allowed to clear logging debris by plowinginto the soil with blades.

11. COUNTY MAY SUSPEND HARVESTING OPERATIONS: The COUNTYPROJECT MANAGER may suspend the harvesting and removal of TIMBER, andrequire the PURCHASER to temporarily vacate the PROPERTY, when inclementweather, heavy rains, saturated soils, wildfire, riot, war or similar occurrence, poses, inthe opinion of the COUNTY PROJECT MANAGER, too great of a risk of injury to thePURCHASER’s and/or the COUNTY’s personnel or property. In the event of suchsuspension, the TERM shall be automatically extended day for day so that thePURCHASER shall not lose any work days due to such suspension.

12. LOADING AND SKIDDING OF TIMBER:

12.1 The PURCHASER shall only load log trucks in locations approved by theCOUNTY PROJECT MANAGER. Loading of log trucks will not be permittedon paved or graded roads.

12.2 Prior to the commencement of HARVESTING on a stand, the COUNTYPROJECT MANAGER shall inspect such stand to identify and determine any

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sensitive areas that are not to be used as a skid trail. Skidding shall not beallowed in such sensitive areas designated by the COUNTY PROJECTMANAGER, nor down any existing road, trail or fire line unless approved inadvance by the COUNTY PROJECT MANAGER.

13. ROADS, TRAILS, DITCHES, FENCES, FIREBREAKS, UTILITY LINES,GATES AND CABLES:

13.1 The PURCHASER shall protect all roads, trails, ditches and fences, firebreaks,utility lines, gates and cables both on and off the PROPERTY from damage by thePURCHASER’s harvesting and removal of the TIMBER. If damaged, any suchimprovement shall be repaired immediately by and at the expense ofPURCHASER, to it original condition. Further, PURCHASER shall keep suchimprovements free of logs, tops, brush, and debris resulting from the harvest andremoval of the TIMBER.

13.2 The PURCHASER has inspected all roads necessary for the harvesting andremoval of the TIMBER and understands that all responsibility and expense forany improvements in roads necessary to harvest and remove the TIMBER shall besolely on the PURCHASER and subject to the prior written approval of theCOUNTY PROJECT MANAGER.

13.3 During the TERM, the PURCHASER shall, at the PURCHASER’s expense,maintain all roads it utilizes for the harvest and removal of the TIMBER in ausable condition, suitable for the vehicular traffic to which the road is normallysubjected.

13.4 For all hauling entry and exit points from the PROPERTY to public roads thePURCHASER is required to obtain all necessary permits from the entity whichowns such roads and comply with all signage and other requirements of suchentity.

13.5 Notwithstanding anything else herein, the PURCHASER shall not begin anyimprovement, repair or maintenance of any road, ditch and fence, firebreak, utilityline, gate or cable, until and unless such improvement, repair or maintenance isapproved by the COUNTY PROJECT MANAGER. Further, during harvestingoperations, the COUNTY PROJECT MANAGER may require PURCHASER tomove fences from one location to another without compensation, if in theCOUNTY PROJECT MANAGER’s judgment that fence movement is necessaryto avoid risk or damage from logging operations and the back blading of ruttedroads.

14. HAZARDOUS SUBSTANCES:

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14.1 PURCHASER shall not bring onto the PROPERTY any HAZARDOUSSUBSTANCES, except those HAZARDOUS SUBSTANCES which thePURCHASER intends to use for the HARVEST of the TIMBER on thePROPERTY during the TERM.

14.2 For all HAZARDOUS SUBSTANCES which the purchaser may bring on thePROPERTY:

14.2.1 At no time shall the PURCHASER have a quantity of any HAZARDOUSSUBSTANCE on the PROPERTY, in excess of what the PURCHASERintends to use on the PROPERTY in the succeeding 30 days.

14.2.2 The PURCHASER shall use and store all such HAZARDOUSSUBSTANCES only in a safe and reasonable manner in accordance withall industrial standards and all laws, rules and regulations promulgated byall federal, state or local governmental entities with jurisdiction thereof.

14.3 The PURCHASER may conduct maintenance of equipment on the PROPERTYonly if used oil, hydraulic oil and all other disposable products are captured andproperly contained, removed from the PROPERTY, and properly disposed of. Allproduct containers are to be removed from the PROPERTY, especially tubes fromgrease guns and oil/hydraulic fluid containers.

14.4 The PURCHASER is expected to use logging equipment that is not prone to spillsor leaks of petroleum products. In this regard, the COUNTY PROJECTMANAGER may require the PURCHASER to immediately shut down andremove from the PROPERTY any of PURCHASER’s equipment that, in theopinion of COUNTY PROJECT MANAGER, is prone to such leaking or spills orhas or causes similar problems. However, sometimes regardless of the parties’best efforts, such leaking or spills do occur. Should such a spill or leak occur onthe PROPERTY, the PURCHASER shall, at the PURCHASER’s expense, do thefollowing:

14.4.1 Spills or leaks of 25 (twenty five) gallons or less shall be reported to theCOUNTY and treated with appropriate absorbent and/or other neutralizingagent. Thereafter, all affected soils shall be removed and properlydisposed of.

14.4.1 Spills or leaks of greater than 25 (twenty five) gallons shall be reported toboth the COUNTY and the Florida Department of EnvironmentalProtection (“DEP”). Thereafter the PURCHASER must treat such spill orleak according to DEP instructions.

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14.5 The PURCHASER hereby agrees to indemnify, defend, save and hold theCOUNTY harmless from all loss, costs (including reasonable attorneys' fees,whether suit be brought or not and including appeals, if any), liability anddamages whatsoever incurred by the COUNTY arising out of or by reason of anyrelease of any HAZARDOUS SUBSTANCE on the PROPERTY. ThePURCHASER’s obligation to COUNTY under this indemnity shall be withoutregard to fault on the part of any person, without regard to whether such releaseviolates any statute, rule or regulation, and without regard to whether theCOUNTY’s liability is premised on strict liability. The PURCHASER’sobligation on this indemnity shall continue in effect both during the TERM andfor a period of 20 years thereafter.

15. PROTECTED SPECIES: The COUNTY has no knowledge of the presence of anyPROTECTED SPECIES on the PROPERTY. However, the COUNTY does not warrantthat such do not exist on the PROPERTY. The PURCHASER shall, at PURCHASER’sexpense, comply with all applicable laws, rules and regulations concerning PROTECTEDSPECIES. For any PROTECTED SPECIES discovered during the TERM, the COUNTYPROJECT MANAGER may require the PURCHASER to take all appropriate actionswith respect to the PROTECTED SPECIES. Further, if deemed necessary by theCOUNTY PROJECT MANAGER, the COUNTY PROJECT MANAGER may amendthe maps attached to the TIMBER STAND SPECIFICATION SHEETS so as to excludeareas of concern with regard to PROTECTED SPECIES.

16. EXOTIC SPECIES: To minimize the possibility of transporting and spreadingEXOTIC SPECIES, the PURCHASER must clean (so it is free of all dirt and plantmaterial) all equipment (including, without limitation, road maintenance equipment,timber harvest equipment, site preparation equipment, ATVs and trucks) used by thePURCHASER or its contractors or agents, on the PROPERTY, prior to moving onto thePROPERTY, prior to moving to a new stand of TIMBER, and again prior to departing thePROPERTY. If EXOTIC SPECIES are found on the PROPERTY after the HARVESTof the TIMBER is completed, the PURCHASER shall be liable for all costs for theeradication or control of the EXOTIC SPECIES.

17. CONCLUSION OF HARVESTING TIMBER: The PURCHASER shall notify theCOUNTY PROJECT MANAGER at least two (2) working days prior to the date thePURCHASER anticipates completion of the harvesting and removal of the TIMBER asset out in this CONTRACT. This notice is so the COUNTY PROJECT MANAGER mayconduct a compliance inspection on the PROPERTY.

18. TITLE TO THE TIMBER SHALL TRANSFER ONLY UPON SEVERANCE;RISK OF LOSS SHIFTS UPON PAYMENT OF PURCHASE PRICE: ThePURCHASER shall not acquire title to any particular tree, which is part of the TIMBER,until such tree is severed from the stump. Upon severance, all of the COUNTY’s interest

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and title to such tree shall pass to the PURCHASER. However, all risk of loss is solelyon the PURCHASER, from the time the PURCHASER pays the purchase price set outherein.

19. REMOVAL OF CUT TIMBER: PURCHASER agrees to remove all TIMBER fromthe PROPERTY as it is cut. In the event PURCHASER allows any cut TIMBER toremain on the PROPERTY for more than seven (7) calendar days after it has been cut, theCOUNTY may, in the COUNTY’s sole discretion, send a written notice to thePURCHASER that the PURCHASER shall, within seven (7) calendar days after the dateof such notice, remove all such cut TIMBER from the PROPERTY. Title to andownership of any cut TIMBER which remains on the PROPERTY after such time limithas run shall thereafter revert to the COUNTY and the COUNTY may dispose of such cutTIMBER in any manner it sees fit, by selling or otherwise, free and clear of any claim ofthe PURCHASER.

20. PURCHASER GRANTED A LICENSE TO COME ON THE PROPERTY ANDHARVEST THE TIMBER: From the time the PURCHASER is issued a NOTICE TOPROCEED, until 30 days after the last day of the TERM, or the completion ofHARVESTING, whichever comes first, the PURCHASER shall have the right to enterupon and remain on the PROPERTY at any time and all times with tools, wagons, carts,trucks, men and equipment and all other conveyances that may be necessary orconvenient for the HARVEST of the TIMBER, together with all other necessary rights ofingress and egress.

21. PURCHASER TO MAINTAIN AND KEEP ITS RECORDS: PURCHASER shallkeep written records of all TIMBER cut under the provisions of this CONTRACT, andthe COUNTY shall be privileged, through its officers, employees and agents, duringreasonable office hours, to examine and make copies of such records. Such records shallbe retained by the PURCHASER, and available to the COUNTY, for a period of not lessthan 4 years after the last day of the TERM. Such records shall include:

21.1 Type and volume of the TIMBER cut from each parcel;

21.2 The entity purchasing such TIMBER from PURCHASER and the price paid;

21.3 All payments made to the COUNTY.

22. PURCHASER’S REPRESENTATIONS: PURCHASER represents that: (1) thePURCHASER presently has, and throughout the TERM shall maintain, all professionallicenses and other licenses and permits necessary to harvest the TIMBER as set out in thisCONTRACT; (2) if the PURCHASER is a business entity, the PURCHASER is thebusiness entity set out in the definition of the term PURCHASER; (3) if thePURCHASER is a foreign business entity, the PURCHASER is duly registered and

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authorized to do business in the State of Florida; (4) the name, address, contactinformation, Federal Tax ID number and all other identifying information for thePURCHASER set out in the definition of the term PURCHASER is correct. It shall bethe continuing duty of the PURCHASER to immediately notify the COUNTY should anyof the above represented information change in any way during the TERM.

23. INSURANCE COVERAGES: The PURCHASER shall have insurance as follows:

23.1 PURCHASER will purchase and maintain all insurance necessary to protect itfrom claims under workers' compensation laws, disability benefit laws or othersimilar employee benefit laws; from claims for damages because of bodily injury,occupational sickness or disease, or death of its employees, including claimsinsured by usual personal injury liability coverage; from claims for damagesbecause of bodily injury, sickness or disease, or death of any person other than itsemployees including claims insured by usual personal injury liability coverage;and from claims for injury to or destruction of tangible property, including loss ofuse resulting therefrom - any or all of which may arise out of or result fromPURCHASER’s operations under this CONTRACT, whether those operations beby the PURCHASER or by any subcontractor or anyone directly or indirectlyemployed by any of them or for whose acts any of them may be legally liable.

23.2 This insurance shall be written for not less than the REQUIRED INSURANCELIMITS or as required by law, whichever is greater, and shall include contractualliability insurance.

23.3 Before starting the WORK, PURCHASER will file with the COUNTYcertificate(s) of insurance, acceptable to the COUNTY, providing evidence thatPURCHASER has in full force and effect the insurance required herein withinsurers authorized to do business in the State of Florida. These certificate(s)shall contain provision(s) that provide, without limitation, the following:

23.3.1 For all insurances except for professional liability insurance, name theCOUNTY as a named or additional insured without waiving any defenseof sovereign immunity or increasing the limits of COUNTY’s liability inexcess of the statutory cap provided under Section 768.28, FloridaStatutes.

23.3.2 The coverage afforded under the policies will not be cancelled ormaterially changed until at least 30 days prior written notice has beengiven to the COUNTY.

24. DISCLAIMER OF WARRANTIES: THE TIMBER IS BEING SOLD “AS IS”“WHERE IS” “WITH ALL FAULTS” WITH NO REPRESENTATION OR

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WARRANTY EXPRESSED OR IMPLIED BY OPERATION OF LAW OROTHERWISE. THE WARRANTIES DISCLAIMED INCLUDE, WITHOUTLIMITATION, ALL WARRANTIES CONCERNING MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, QUANTITY, QUALITY, TYPE, CONDITION,VALUE, ACCESSABILITY, THE PRESENCE OF PROTECTED SPECIES, THEPRESENCE OF EXOTIC SPECIES AND FEASIBILITY OF HARVEST. PRIOR TOENTERING INTO THIS CONTRACT, THE PURCHASER EXAMINED THE TIMBERAND THE PROPERTY AS FULLY AS PURCHASER DESIRED. THE PURCHASERUNDERSTANDS AND AGREES THAT NO AGENT, EMPLOYEE ORREPRESENTATIVE OF THE COUNTY HAS THE AUTHORITY TO BIND THECOUNTY TO ANY AFFIRMATION, REPRESENTATION OR WARRANTYCONCERNING THE TIMBER, WHICH IS NOT EXPRESSLY SET FORTH IN THISCONTRACT, AND THE PURCHASER FURTHER UNDERSTANDS AND AGREESTHAT ANY SUCH AFFIRMATION OR FACT OR REPRESENTATION MADE BYANY SUCH AGENT, EMPLOYEE OR REPRESENTATIVE WHICH IS NOTEXPRESSLY SET FORTH IN THIS CONTRACT SHALL NOT CONSTITUTE AWARRANTY.

25. PURCHASER TO REPORT AND PAY ALL TAXES AND ASSESSMENTS: ThePURCHASER shall be solely responsible for reporting and paying all taxes andassessments (including, without limitation, ad valorem tax, documentary stamp tax,surtax and severance tax), if any, which may be due to any Federal, State or localauthority due to the activities contemplated in this CONTRACT.

26. COMPLIANCE OF PURCHASER WITH LEGAL REQUIREMENTS:PURCHASER, its employees and representatives, shall at all and at PURCHASER’sexpense, do the following:

26.1 Secure and maintain all tree removal and other permits and authorizationsrequired from any regulatory body that may be required to conduct theHARVESTING.

26.2 Secure and maintain, at PURCHASERS’ expense, all driveway permits, licensesand other grant of right-of-way necessary, if any, to transport the TIMBER overprivate property.

26.3 Comply with all applicable laws, ordinances, statutes, rules, and regulations of thefederal, state, or local government.

27. CONTRACT SHALL NOT CONVEY PROPERTY RIGHTS NOR CREATELIENS NOR SECURITY INTERESTS: Notwithstanding anything else herein to thecontrary, this CONTRACT shall not be deemed to convey any property right in thePROPERTY nor create any lien on nor grant any security interest in the PROPERTY.

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Notwithstanding anything else herein to the contrary, this CONTRACT shall not bedeemed to convey any property right in the un-severed TIMBER nor create any lien onnor grant any security interest in the un-severed TIMBER.

28. REMEDIES FOR DEFAULT: Notwithstanding anything else herein to the contrary,the parties’ sole and exclusive remedies for default of any of the terms of thisCONTRACT shall be bring an action for breach of this CONTRACT for money damagesonly. Neither party may bring a claim for specific performance.

29. LIMITATIONS ON TYPES OF DAMAGES: Notwithstanding anything else herein tothe contrary, in any legal proceeding arising out of or relating to this CONTRACT,neither party shall have a remedy of, or be liable to the other for, indirect, special orconsequential damages.

30. ASSIGNABILITY: Neither party may assign its rights and/or responsibilities under thisCONTRACT.

31. TIME IS OF THE ESSENCE: Time is of the essence of this CONTRACT.

32. GOVERNING LAW: This CONTRACT shall be governed by and construed inaccordance with the laws of the State of Florida, without regard to its conflict of lawsrules.

33. VENUE AND JURISDICTION OF LITIGATION: The exclusive venue andjurisdiction for any litigation enforcing, construing or relating to this CONTRACT shallbe the Circuit Court or the County Court in and for Madison County, Florida. If underapplicable law exclusive jurisdiction over any such matters is vested in the federal courts,then exclusive jurisdiction and venue shall be in the United States District Court for theNorthern District of Florida, Tallahassee Division.

34. WAIVER OF JURY TRIAL: The parties mutually and forever waive any and all rightto trial by jury in any legal proceeding arising out of or relating to this CONTRACT orthis transaction. The parties agree to have any such actions decided by a judge alone,without a jury.

35. NO WAIVER OF SOVEREIGN IMMUNITY: Notwithstanding anything else hereinto the contrary, nothing herein shall be construed to waive or to otherwise affect theCOUNTY’s sovereign immunity and/or the protections given the COUNTY underSection 768.28, Florida Statutes.

36. NO THIRD PARTY BENEFICIARIES: The provisions of this CONTRACT are forthe sole and exclusive benefit of the COUNTY and the PURCHASER. No provision of

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this CONTRACT will be deemed for the benefit of any other person or entity, and noother person or entity shall acquire any rights under this CONTRACT.

37. CONTRACT NOT TO BE RECORDED: Neither this CONTRACT nor any notice ofthis CONTRACT, shall be recorded in the public records of any County.

38. ENTIRE AGREEMENT: This CONTRACT supersedes all previous agreements, oralor written, between COUNTY and PURCHASER, and represents the whole and entireagreement between the parties. Neither party has entered into the CONTRACT inreliance upon any fact or representation not expressly provided in the CONTRACT.

39. NO EFFECT ON PERMITS OR REGULATIONS: The parties’ rights and dutiesunder this CONTRACT are not contingent upon any permits being granted, modified ordenied or other regulatory action being taken or not taken by the COUNTY or any otherregulatory authority. Further, no permit will be granted, modified or denied or that otherregulatory action in whole or in part because of the fact that the PURCHASER is a partyto this CONTRACT or this transaction. The amounts paid to the COUNTY hereundershall not deemed the payment of any costs and fees required to obtain any permits orcomply with any regulations enforced by the COUNTY or any other regulatory authority.

40. AMENDMENT, REVOCATION OR ABANDONMENT OF THIS CONTRACT: This CONTRACT may not be amended, revoked, or abandoned except through a writtenagreement executed by the parties with the same formalities as this CONTRACT.

41. CONTRACT NOT TO BE CONSTRUED AGAINST EITHER PARTY: ThisCONTRACT is the product of negotiation between the parties, thus the terms of thisCONTRACT shall not be construed against either party as the drafter.

42. SEVERABILITY: The provisions of this CONTRACT are severable, and to the extentthat any provision of this CONTRACT is determined by court order, law or rule to beinvalid, such invalidity shall in no way affect nor invalidate the other provisions of thisCONTRACT.

43. PUBLIC ENTITY CRIME: The PURCHASER:

43.1 Understands that, “A person or affiliate who has been placed on the convictedvendor list following a conviction for a public entity crime may not submit a bid,proposal, or reply on a contract to provide any goods or services to a public entity;may not submit a bid, proposal, or reply on a contract with a public entity for theconstruction or repair of a public building or public work; may not submit bids,proposals, or replies on leases of real property to a public entity; may not beawarded or perform work as a contractor, supplier, subcontractor, or consultantunder a contract with any public entity; and may not transact business with any

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public entity in excess of the threshold amount provided in s. 287.017 forCATEGORY TWO for a period of 36 months following the date of being placedon the convicted vendor list.” Section 287.133(2)(a), Florida Statutes; and,

43.2 Represents that the PURCHASER has either:

43.2.1 Never been placed on the “convicted vendor list” and is not the affiliate ofany person who has ever been placed on the “convicted vendor list”; or,

43.2.2 Has disclosed to the COUNTY, in writing, that the PURCHASER waspreviously placed on the “convicted vendor list” or that the PURCHASERis the affiliate of a person who was placed on the “convicted vendor list”,and received written confirmation from the COUNTY that either theapplicable time limit has run or the applicable threshold amounts are notexceeded in this CONTRACT.

(The remainder of this page was intentionally left blank.)

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EXECUTED on this ___________ day of __________________________, 2013 by theCOUNTY, Madison County, a political subdivision of the State of Florida.

BOARD OF COUNTY COMMISSIONERSMADISON COUNTY, FLORIDA

BY: ___________________________________Alfred MartinChair

ATTEST:_________________________William D. WashingtonClerk

EXECUTED on this ___________ day of __________________________, 2017 by

PURCHASER, ____________________________________________________.

__________________________________________

STATE OF ___________________

COUNTY OF _________________

Acknowledged before me this ____ day of ____________, 2017, by

________________________ ______________________________________________who is

personally known to me or who produced __________________________ as identification.

___________________________________Notary Public


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RESOLUTION 2017-02-08

A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS OF MADISON

COUNTY, FLORIDA ASKING FOR THE PROTECTION OF THE HISTORIC

SUWANNEE RIVER AND THE WITHLACOOCHEE RIVER IN NORTH FLORIDA.

WHEREAS, Madison County is located in North Central Florida and is bordered by the State of

Georgia to the North and the Withlacoochee River and Historic Suwannee River to the East; and

WHEREAS, the Withlacoochee River starts its journey in Valdosta, Georgia and flows into the

Historic Suwannee River on Madison County’s eastern border, and from there flows 127 miles

through the State of Florida to the Gulf of Mexico; and

WHEREAS, Madison County and all Florida counties bordered by the Withlacoochee River and

Historic Suwannee River share a great love for these rivers; and

WHEREAS, the Withlacoochee River and Historic Suwannee River is an vital economic engine

for the Suwannee Valley Region and provides nature based recreation opportunities; including

paddling, bike trails, hiking, hunting, fishing and wildlife viewing, provided local residents and

visitors increased health benefits for participation in outdoor recreational activities; and

WHEREAS, Madison County has supported the State of Florida, by resolution 2016-10-12A, to

designate the Historic Suwannee River as a National Water Trail being recognized nationally as

a recreation destination and being promoted as such to increase tourism and revenue for local

businesses; and

WHEREAS, the Historic Suwannee River is the most widely known and recognized river system

in the world; and

WHEREAS, the City of Valdosta, Georgia over the past several years has experienced numerous

failures and spills with their wastewater treatment facility; which resulted in the construction of a

new facility that was placed into service in 2016; and

WHEREAS, the City of Valdosta on January 22, 2017 had yet another failure which resulted in

the release of 2.2 millon gallons of raw sewage and stormwater into the Withlacoochee River;

and

WHEREAS, on January 24 and 26, 2017, the Madison County Health Department issued public

health advisories warning the public of wastewater contamination in the Withlacoochee River

and portions of the Historic Suwannee River, which resulted in warnings being posted at all

public access areas along the rivers stating that the rivers were not safe for recreational use and

every precaution should be taken to avoid any contact with the river; and

WHEREAS, during this same event, the higher than normal river levels can cause many of the

numerous springs to reverse flow and carry the river water polluted with raw sewage deep into

the limestone aquifer, resulting in the possible contamination of residential wells and springs

along the river; and

WHEREAS, Madison County has worked tirelessly with its municipalities to attract businesses

and increase outdoor river based tourism to create jobs and grow our communities; and

WHEREAS, Madison County and the adjacent counties which border Georgia and Alabama are

at a disadvantage in the fight to attract businesses to our area due to their available incentives and

closing funds; and

WHEREAS, Madison County being a fiscally constrained county must rely on the Great State of

Florida to help insure that Valdosta, Georgia eliminates the dumping of raw sewage into our

rivers,

NOW THEREFORE, BE IT RESOLVED BY THE MADISON COUNTY BOARD OF

COUNTY COMMISSIONERS:

Madison County is asking the Honorable Governor Rick Scott, elected Florida State leaders, and

Florida’s State agencies, to use the resources of the Great State of Florida to protect the

Withlacoochee River and the Historic Suwannee River by ensuring that Valdosta, Georgia

eliminates the dumping of raw sewage into our rivers and help provide Madison County the

resources we so desperately need to restore the image of our rivers and our communities as a

great place to visit, live and do business.

Adopted by the Board of County Commissioners of Madison County on this 8th day of February,

2017.

________________________________________

Alfred Martin, Chair

Attest:

__________________________________

William Washington, Clerk

CONTRACT FOR THE EXCHANGE OF REAL PROPERTY

THIS CONTRACT (as defined below) is made and entered into by the OTHER OWNER(as defined below) and the COUNTY (as defined below) as follows:

1. DEFINITIONS: Unless the context clearly requires otherwise, the following capitalizedterms shall have the following meanings herein:

OTHER OWNER shall mean: Name: Willie C. Peacock

Address: 219 SE Abernathy WayMadison, Florida 32340

COUNTY shall mean: Name: Madison County, a political subdivision ofthe State of Florida

Physical Address: 229 SW Pinckney StreetMadison, Florida 32340

Mailing Address: Post Office Box 539Madison, Florida 32341

Phone: (850) 973-3179

DUE DILIGENCE PERIOD shall mean theperiod of time beginning on theEFFECTIVE DATE and running for: 30 days thereafter.

CLOSING AGENT shall mean the law firm of Davis, Schnitker, Reeves & BrowningP.A., a Florida professional corporation, with offices at 519 West Base Street, Madison,Florida 32340, (Mailing Address: Post Office Drawer 652, Madison, Florida 32341);Phone: (850) 973-4186.

CLOSING DATE shall mean the date the closing of this transaction shall occur and shallbe a date mutually agreed upon between the parties no later than ninety (90) days after theEFFECTIVE DATE.

DISTRICT shall mean the Suwannee River Water Management District, a Florida watermanagement district created pursuant to Section 373.069, Florida Statutes, with offices at9225 CR 49, Live Oak, Florida 32060, (Mailing Address: Same as Physical Address);Phone: (386) 362-1001.

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EFFECTIVE DATE shall mean the first day the CONTRACT is fully executed by bothparties.

ENVIRONMENTAL AUDIT shall mean a Phase I environmental site assessment of thePROPERTY.

CONTRACT shall mean this “Contract for the Purchase and Sale of Real Property.”

COUNTY PROPERTY shall mean that certain parcel of real property as shown ordescribed on the attached Exhibit “A”.

OTHER PROPERTY shall mean that certain parcel of real property as shown or describedon the attached Exhibit “B”. The OTHER PROPERTY shall not include the mobilehome and other personal property located on the OTHER PROPERTY.

PROPERTIES shall mean both the COUNTY PROPERTY and the OTHER PROPERTY.

SURVEY shall mean a survey of the PROPERTIES made by a Florida licensed surveyorwho shall be selected by the COUNTY. The SURVEY shall (a) be certified to theCOUNTY, the OTHER OWNER, the CLOSING AGENT, and the title insurancecompany issuing the TITLE COMMITMENT, (b) meet the requirements of Chapter 472,Florida Statutes, (c) delineate the coastal construction control line as defined in Section161.053, Florida Statutes, (the “CCCL”) on the PROPERTIES or affirmatively show thatno part of the PROPERTIES is located either partially or totally seaward of the CCCL,(d) provide a “meets and bounds” legal description or descriptions of the PROPERTIES,and (e) show the SURVEYED ACRES.

SURVEYED ACRES shall mean the actual number of acres of the PROPERTY, excludingpublic road rights of way, railroad rights of way, cemeteries, and any lands below theordinary high water line or mean high water line of any river, lake, stream or other bodyof water, if any.

TITLE COMMITMENT shall mean a commitment to issue a title insurance policy for thePROPERTY, purchased from the CLOSING AGENT as agent for a Florida licensed titleinsurance company.

2. EXCHANGE OF PROPERTY: The OTHER OWNER shall convey the OTHERPROPERTY to the COUNTY and the COUNTY shall convey the COUNTYPROPERTY to the OTHER OWNER on the terms set out in this CONTRACT.

3. PRICE: The COUNTY shall pay to the OTHER OWNER the total sum of $26,700.00. However, this amount shall not be paid to the OTHER OWNER at closing. This amountshall be held in the CLOSING AGENT’s trust account after closing until the COUNTY

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gives the CLOSING AGENT written (including email) instructions to release such sum tothe OTHER OWNER. Such written instruction shall be given by the COUNTY upon theOTHER OWNER complying, in full with the requirements of Paragraph 13 concerningthe removal of the mobile home and other personal property.

4. BINDER: There shall be no binder paid by either party.

5. EXPENSES: The expenses of closing this transaction shall be paid, at closing, asfollows:

5.1 OTHER OWNER shall pay for:

-OTHER OWNER’s attorneys fees

5.2 COUNTY shall pay for:

-Documentary stamp tax on the deeds of conveyance-Owner’s title insurance policy (including the TITLE COMMITMENT, search, examination and related charges) on the OTHER PROPERTY-Charges to record the deeds of conveyance-Costs of the ENVIRONMENTAL AUDITS, if any-Costs of the SURVEYS, if any,-COUNTY’s attorneys fees

6. AD VALOREM TAXES AND ASSESSMENTS:

6.1 For the year of closing the COUNTY shall be responsible for and pay at closingall unpaid ad valorem taxes and assessments on the PROPERTIES, so as todischarge the lien of such ad valorem taxes and assessments.

6.2 For all years prior to the year of closing:

6.2.1 The COUNTY shall be responsible for and pay at closing all unpaid advalorem taxes and assessments on the COUNTY PROPERTY, so as todischarge the lien of such ad valorem taxes and assessments.

6.2.2 The OTHER OWNER shall be responsible for and pay at closing allunpaid ad valorem taxes and assessments on the OTHER PROPERTY, soas to discharge the lien of such ad valorem taxes and assessments.

7. CLOSING: The closing of this transaction shall occur on the CLOSING DATE andshall be conducted by the CLOSING AGENT at or through its offices.

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8. CONVEYANCE: At closing

8.1 The OTHER OWNER shall convey title to the OTHER PROPERTY by warrantydeed in accordance with Section 689.02, Florida Statutes, conveying marketabletitle to the OTHER PROPERTY in fee simple free and clear of all liens,reservations, restrictions, easements, leases, tenancies and other encumbrances,except those expressly allowed herein. The grantee on such deed of conveyanceshall be the COUNTY or any other person or entity as may be directed by theCOUNTY. Further, the COUNTY may direct that, at closing, different portionsof the PROPERTY be conveyed to different persons or entities.

8.2 The COUNTY shall convey title to the COUNTY PROPERTY by statutory deedin accordance with Section 125.411, Florida Statutes. The grantee on such deedof conveyance shall be the OTHER OWNER or any other person or entity as maybe directed by the OTHER OWNER. Further, the OTHER OWNER may directthat, at closing, different portions of the OTHER PROPERTY be conveyed todifferent persons or entities.

9. CLOSING DOCUMENTS: In addition to the deed of conveyance, the parties shallexecute and furnish at or prior to closing the following:

9.1 An Affidavit of Non-Foreign Status, Notice of Non Recognition, or WithholdingCertificate, establishing that no foreign income tax is required to be withheldunder the Foreign Investment and Real Property Tax Act of 1980 "FIRPTA".

9.2 A standard closing affidavit.

9.3 IRS Forms W-9 and/or 1099, if required.

9.4 Incumbency Certificate, Resolution and Affidavit, in form acceptable to theCLOSING AGENT

9.5 Any other documents necessary to complete this transaction reasonably requestedby the title insurance company or CLOSING AGENT, including withoutlimitation all information required to be filed under the Tax Act of 1986.

10. TITLE/SURVEY/ENVIRONMENTAL MATTERS:

10.1 TITLE COMMITMENT. No later than fifteen (15) days before the CLOSINGDATE, the CLOSING AGENT shall obtain the TITLE COMMITMENT for theOTHER PROPERTY and provide a copy of the same to both parties.

10.2 SURVEY. If the COUNTY chooses to obtain the SURVEY, it shall obtain the

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SURVEY and provide a copy of the same to the OTHER OWNER by no laterthan the deadline for the TITLE COMMITMENT.

10.3 ENVIRONMENTAL AUDIT. If the COUNTY chooses to obtain theENVIRONMENTAL AUDIT, it shall obtain the ENVIRONMENTAL AUDIT forthe OTHER PROPERTY by no later than the deadline for the TITLECOMMITMENT.

10.4 Objections to be considered Closing Defects. If the COUNTY objects to anymatters shown on the TITLE COMMITMENT, the SURVEY or theENVIRONMENTAL AUDIT, the COUNTY shall give written notice of all suchobjections to the CLOSING AGENT no later than ten (10) days prior to closing,and each matter to which a timely, written objection was made shall be deemed a“Closing Defect” and handled as set out below. The COUNTY shall be deemedto have waived all objections to the matters shown on the TITLECOMMITMENT, the SURVEY (if obtained) and the ENVIRONMENTALAUDIT (if obtained), for which no timely, written objection is made.

10.5 Handling of Closing Defects. Upon receipt of any timely, written objection to anymatters shown on the TITLE COMMITMENT, the SURVEY or theENVIRONMENTAL AUDIT, the CLOSING AGENT shall not close the sale,and shall immediately copy the same to the OTHER OWNER. Thereafter, theOTHER OWNER shall have sixty (60) days after the date of such written noticeto correct or remove the Closing Defects. In that event, the CLOSING DATEshall be extended seventy (70) days after the date of such notice. If the OTHEROWNER is unable or unwilling to correct or remove all of the Closing Defectswithin the sixty (60) day time period, the COUNTY may either: (a) accept theremaining Closing Defects and close this transaction according to the terms of theCONTRACT no later than the end of the extended CLOSING DATE, or (b)cancel the CONTRACT by written notice to the OTHER OWNER and bothparties will be relieved of all further obligations to the other under theCONTRACT.

10.6 Matters Not to Be Closing Defects. Any encumbrance or lien on thePROPERTIES, (including, without limitation, mortgages, financing statements,money judgments, claims of lien, code enforcement liens, tax liens andhomeowners association liens) which can be paid off and fully satisfied by thepayment of money, shall not be deemed a Closing Defect. Rather, all suchencumbrances and liens shall be paid off at closing and the cost thereof deductedfrom the sale proceeds which would otherwise be due to the OTHER OWNER. Provided, that if the total amount of such encumbrances and liens exceeds thetotal amount of such sale proceeds, the COUNTY may either (a) close thetransaction, exhausting such sale proceeds to pay down as much of the

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encumbrances and liens as possible, or (b) cancel the CONTRACT by writtennotice to the OTHER OWNER and both parties will be relieved of all furtherobligations to the other under the CONTRACT.

11. DUE DILIGENCE OF INVESTIGATION: During the DUE DILIGENCE PERIOD,COUNTY may conduct all due diligence investigations of the PROPERTIES and thistransaction that COUNTY may deem appropriate. The COUNTY may cancel thisCONTRACT for any reason in its sole discretion by delivering a written notice ofcancellation to OTHER OWNER and the CLOSING AGENT before the end of the DUEDILIGENCE PERIOD, in which event both parties will be relieved of all furtherobligations to the other under the CONTRACT.

12. CONDITION OF THE PROPERTY: Except for the warranties and representations ofthe parties as set forth in this CONTRACT, the deeds of conveyance and the other closingdocument(s), the parties are selling the PROPERTIES "as is, where is”, “with all faults”and disclaims all warranties, express and implied, to the fullest extent as allowed by law.

13. REMOVAL OF MOBILE HOME AND OTHER PERSONAL PROPERTY: Nolater than 15 days after closing, the OTHER OWNER shall remove from the OTHERPROPERTY the mobile home and OTHER OWNER’s other personal property locatedthereon. The OTHER OWNER shall leave the OTHER PROPERTY in a reasonablygood condition and state of repair.

14. REALTORS/BROKERS: The parties each represent to the other that no realtor norbroker has been involved in this transaction (and thus owed any commission) except forthe REALTORS. All commissions (as shown in the definition of REALTORS) due tothe REALTORS shall be paid to the REALTORS at closing by the party responsible forsuch commission (as shown in the definition of REALTORS). The OTHER OWNERagrees to hold harmless and indemnify the COUNTY for any commission owed to anyrealtor or broker contacted by the OTHER OWNER claiming a commission on thistransaction and the COUNTY agrees to hold harmless and indemnify the OTHEROWNER for any commission owed to any realtor or broker contacted by the COUNTYclaiming a commission on this transaction.

15. ASSIGNMENT: Neither party may assign its rights or responsibilities under theCONTRACT without the prior written consent of the other party.

16. NON-MERGER CLAUSE: The terms of the CONTRACT shall survive the closing.

17. VENUE AND JURISDICTION OF LITIGATION: The exclusive venue andjurisdiction for any litigation enforcing, construing or relating to the CONTRACT andthis transaction shall be the State of Florida, Circuit Court or County Court in and for theFlorida county where the PROPERTY is located, or if the PROPERTY is located in more

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than one Florida county, in any of them.

18. WAIVER OF JURY TRIAL: The parties mutually and forever waive any and all rightto trial by jury in any legal proceeding arising out of or relating to the CONTRACT orthis transaction and have any such actions decided by a judge alone, without a jury.

19. NO THIRD PARTY BENEFICIARIES: No provision of the CONTRACT will bedeemed for the benefit of the public generally nor for any persons or entities other thanthe OTHER OWNER and the COUNTY. Thus there shall be no third party beneficiaryof the CONTRACT.

20. TERMS NOT TO BE CONSTRUED AGAINST EITHER PARTY: The terms of theCONTRACT shall not be construed against either party as the drafter.

21. FURTHER ASSURANCES: The parties shall execute such further documents and doany and all such further things as may be necessary to implement and carry out the intentof the CONTRACT.

22. REQUIRED STATUTORY NOTICES: The following notices are required by law:

COASTAL EROSION NOTICE

THE PROPERTY BEING PURCHASED MAY BE SUBJECT TO COASTALEROSION AND TO FEDERAL, STATE, OR LOCAL REGULATIONS THATGOVERN COASTAL PROPERTY, INCLUDING THE DELINEATION OFTHE COASTAL CONSTRUCTION CONTROL LINE, RIGID COASTALPROTECTION STRUCTURES, BEACH NOURISHMENT, AND THEPROTECTION OF MARINE TURTLES. ADDITIONAL INFORMATION CANBE OBTAINED FROM THE FLORIDA DEPARTMENT OFENVIRONMENTAL PROTECTION, INCLUDING WHETHER THERE ARESIGNIFICANT EROSION CONDITIONS ASSOCIATED WITH THESHORELINE OF THE PROPERTY BEING PURCHASED.

PROPERTY TAXDISCLOSURE SUMMARY

BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTYTAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYERMAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TOPURCHASE. A CHANGE OF OWNERSHIP OR PROPERTYIMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTYTHAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVEANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY

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PROPERTY APPRAISER'S OFFICE FOR INFORMATION.

RADON GAS NOTICE

RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVEGAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING INSUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONSWHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THATEXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND INBUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDINGRADON AND RADON TESTING MAY BE OBTAINED FROM YOURCOUNTY HEALTH DEPARTMENT.

LEAD BASED PAINT HAZARD

EVERY PURCHASER OF ANY INTEREST IN REAL PROPERTY ONWHICH A RESIDENTIAL DWELLING WAS BUILT PRIOR TO 1978 ISNOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEADFORM LEAD BASED PAIN THAT MAY PLACE YOUNG CHILDREN ATRISK OF DEVELOPING LEAD POISONING. LEAD POISONING MAYPRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDINGLEARNING DISABILITIES, REDUCED INTELLIGENCE QUOTIENT,BEHAVIORAL PROBLEMS, AND IMPAIRED MEMORY. LEADPOISONING ALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN. THE SELLER OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY ISREQUIRED TO PROVIDE THE PURCHASER WITH INFORMATION ONLEAD BASED PAINT HAZARDS FROM RISK ASSESSMENTS ORINSPECTIONS IN THE SELLER’S POSSESSION AND NOTIFY THEPURCHASER OF ANY KNOWN LEAD BASED PAINT HAZARDS. A RISKASSESSMENT OR INSPECTION FOR POSSIBLE LEAD BASED PAINTHAZARDS IS RECOMMENDED PRIOR TO PURCHASE.

23. BINDING EFFECT: The CONTRACT shall be binding on the parties hereto, and theirrespective heirs, successors and assigns, and estates, as the case may be.

24. NOTICES: Any and all notices required or permitted shall be made or given in writingand shall be delivered in person or sent by certified U.S. mail, return receipt requested, bya recognized overnight carrier (i.e., Federal Express or UPS), by facsimile or emailtransmission, to the other party at the other party’s address set forth in the Definitionssection of the CONTRACT. Such addresses may be changed by a party by giving noticethereof to the other party using the methods set out above. All notices shall be deemedgiven when sent as set out above or if delivered in person upon receipt.

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25. ACCESS TO PROPERTY FOR INVESTIGATION: At all times between theEFFECTIVE DATE and the CLOSING DATE, the COUNTY and its officers,employees, agents and contractors are hereby granted access to the PROPERTIES for alllawful purposes connected with the CONTRACT. Such lawful purposes shall include,without limitation, surveying, photographing, appraising, cruising timber, conductingenvironmental assessments and taking soil, water and plant samples using borings, probesand test wells.

26. THE OTHER OWNER’S REPRESENTATIONS: The OTHER OWNER warrantsand represents to the COUNTY that:

26.1 Except for those matters which may be discharged at closing, the OTHEROWNER, holds fee simple title to the OTHER PROPERTY.

26.2 Other than in compliance with all applicable environmental laws, rules andregulations, the OTHER OWNER has not disposed of nor dumped any hazardouswaste or other environmental pollutants onto the OTHER PROPERTY, and theOTHER OWNER has no actual knowledge, without inquiry, that any third partyhas dumped any hazardous waste or other environmental pollutants onto theOTHER PROPERTY.

26.3 To the best of the OTHER OWNER's actual information and belief, withoutinquiry, the OTHER PROPERTY has never been used as a dump, land-fill orgarbage disposal site.

26.4 To the best of the OTHER OWNER’s actual information and belief, withoutinquiry, the OTHER PROPERTY is presently in compliance with all applicableenvironmental laws, rules and regulations.

26.5 The OTHER OWNER is not a “foreign person” as that term is defined in 26U.S.C.A. § 1445(f)(3), nor is the sale of the Property subject to any withholdingrequirements imposed by the Internal Revenue Code, including, but not limited to26 U.S.C.A. § 1445.

26.6 There are no parties in possession of any part of the OTHER PROPERTY otherthan the OTHER OWNER.

26.7 No valid claims, rights to offsets, or litigation, actual or threatened, to theknowledge of OTHER OWNER, exist with regard to the OTHER PROPERTY.

27. NO ALTERATIONS PRIOR TO CLOSING: At all times between the EFFECTIVEDATE and the CLOSING DATE, the OTHER OWNER shall not alter the OTHERPROPERTY, or execute or enter into any lease, contract, easement, license, mortgage,

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financing statement, security agreement, or similar document concerning or affecting theOTHER PROPERTY.

28. RECORDING: Neither party may record this contract in the public records of anycounty.

29. TIME IS OF THE ESSENCE: Time is of the essence of the CONTRACT.

35. TAX CONSEQUENCES: The OTHER OWNER has obtained whatever adviceOTHER OWNER wishes, if any, concerning the tax consequences of this transaction andaccepts the same. This CONTRACT is not contingent upon any particular tax result.

36. GOVERNING LAW: This CONTRACT concerns real property located in the State ofFlorida and shall be governed by and construed in accordance with the laws of the Stateof Florida, without regard to its conflict of laws rules.

37. CLOSING AGENT: The CLOSING AGENT is the attorney for the COUNTY andnotwithstanding its other duties shall continue to act as attorney for the COUNTY only,and not the OTHER OWNER, regarding the CONTRACT. The parties agree toindemnify and hold the CLOSING AGENT harmless for acting as the CLOSINGAGENT herein, except for intentional misuse of funds. In the event of a dispute regardingthe posted BINDER, the CLOSING AGENT may interplead or deposit the BINDER intothe registry of the court, and all of the CLOSING AGENT’s costs thereof, includingattorney fees, shall be deducted and paid from the BINDER.

38. ENTIRE AGREEMENT: Neither party has entered into the CONTRACT in relianceupon any fact or representation not expressly provided herein. The CONTRACTsupersede all previous agreements, oral or written, between OTHER OWNER and theCOUNTY, concerning the PROPERTY and represents the whole and entire agreementbetween the parties.

39. AMENDMENT, REVOCATION OR ABANDONMENT: The CONTRACT may notbe amended, revoked, or abandoned except through a written agreement executed by boththe OTHER OWNER and the COUNTY.

40. MISCELLANEOUS: In the event a day of performance falls on a Saturday, Sunday orlegal holiday under the laws of the State of Florida, the day of performance shall beautomatically extended to the next day which is not a Saturday, Sunday or legal holiday. Headings used in this CONTRACT are provided for convenience only and shall not beused to construe meaning or intent.

41. AUTHORITY FOR COUNTY TO ENTER INTO THIS CONTRACT: TheCOUNTY is authorized to enter into this CONTRACT pursuant to its home rule powers

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as set out in Section 125.01, Florida Statutes and other applicable provisions of law,including, without limitation, Section 125.37, Florida Statutes.

42. CONDITIONS PRECEDENT TO COUNTY’S OBLIGATION TO CLOSE:

42.1 The COUNTY’s obligation to close the transaction set out herein is contingent onthe occurrence of certain conditions precedent as follows:

42.1.1 Approval by the transaction by the DISTRICT; and,

42.1.2 The COUNTY’s actual receipt of all of the funds needed to close thistransaction from the DISTRICT.

42.1.3 The simultaneous closing of a certain contract between the COUNTY andCora Lee Peacock, dated ____, 2017 for the COUNTY to purchase certainproperty in Madison County, Florida.

42.2 Should any of the above conditions precedent not occur, the CLOSING DATEshall be extended until the occurrence of all such conditions precedent, but in noevent longer than 90 days after the CLOSING DATE. Should the aboveconditions precedent not occur by the extended CLOSING DATE, thisCONTRACT shall be deemed cancelled and both parties shall be relieved of allfurther obligations to the other under this CONTRACT.


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EXECUTED this ______ day of _________________, 2017, by the OTHER OWNER,WILLIE C. PEACOCK.

Signed, sealed and delivered in our presence:

____________________________ ___________________________Willie C. Peacock

Witness Name:

_____________________________

Witness Name:

STATE OF FLORIDACOUNTY OF ______________

The foregoing instrument was acknowledged before me this ____ day of _____________,2017 by WILLIE C. PEACOCK, who is personally known to me or has produced_____________________________ as identification.

____________________________________

Notary Public (please print name undersignature)commission #


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EXECUTED this ______ day of _________________, 2017, by the COUNTY, MadisonCounty, a political subdivision of the State of Florida by its Board of County Commissioners.


By:____________________________Alfred MartinAs its chair and authorized representative

Attest:_____________________William D. WashingtonClerk


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EXHIBIT “A”(Description of the COUNTY PROPERTY)

Legal Description of Parcel 00-00-00-4846-000-000 less appx 1acre on which the basketball and park is located.

EXHIBIT “B”(Description of the OTHER PROPERTY)

Legal Description of Parcel 26-1N-09-4834-000-000 less appx 0.5acres on which the existing house is located.

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CONTRACT FOR THE PURCHASE AND SALE OF REAL PROPERTY

THIS CONTRACT (as defined below) is made and entered into by the SELLER (asdefined below) and the COUNTY (as defined below) as follows:

1. DEFINITIONS: Unless the context clearly requires otherwise, the following capitalizedterms shall have the following meanings herein:

SELLER shall mean: Name: Cora Lee Peacock

Address: 204 SE Abernathy WayMadison, Florida 32340

COUNTY shall mean: Name: Madison County, a political subdivision ofthe State of Florida

Physical Address: 229 SW Pinckney StreetMadison, Florida 32340

Mailing Address: Post Office Box 539Madison, Florida 32341

Phone: (850) 973-3179

PURCHASE PRICE shall mean: $6,395.00

BINDER shall mean: $500.00

DUE DILIGENCE PERIOD shall mean theperiod of time beginning on theEFFECTIVE DATE and running for: 30 days thereafter.

CLOSING AGENT shall mean the law firm of Davis, Schnitker, Reeves & BrowningP.A., a Florida professional corporation, with offices at 519 West Base Street, Madison,Florida 32340, (Mailing Address: Post Office Drawer 652, Madison, Florida 32341);Phone: (850) 973-4186.

CLOSING DATE shall mean the date the closing of this transaction shall occur and shallbe a date mutually agreed upon between the parties no later than ninety (90) days after theEFFECTIVE DATE.

DISTRICT shall mean the Suwannee River Water Management District, a Florida water

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management district created pursuant to Section 373.069, Florida Statutes, with offices at9225 CR 49, Live Oak, Florida 32060, (Mailing Address: Same as Physical Address);Phone: (386) 362-1001.

EFFECTIVE DATE shall mean the first day the CONTRACT is fully executed by bothparties.

ENVIRONMENTAL AUDIT shall mean a Phase I environmental site assessment of thePROPERTY.

CONTRACT shall mean this “Contract for the Purchase and Sale of Real Property.”

PROPERTY shall mean that certain parcel of real property as shown or described on theattached Exhibit “A”.

SURVEY shall mean a survey of the PROPERTY made by a Florida licensed surveyorwho shall be selected by the COUNTY. The SURVEY shall (a) be certified to theCOUNTY, the SELLER, the CLOSING AGENT, and the title insurance company issuingthe TITLE COMMITMENT, (b) meet the requirements of Chapter 472, Florida Statutes,(c) delineate the coastal construction control line as defined in Section 161.053, FloridaStatutes, (the “CCCL”) on the PROPERTY or affirmatively show that no part of thePROPERTY is located either partially or totally seaward of the CCCL, (d) provide a“meets and bounds” legal description or descriptions of the PROPERTY, and (e) showthe SURVEYED ACRES.

SURVEYED ACRES shall mean the actual number of acres of the PROPERTY, excludingpublic road rights of way, railroad rights of way, cemeteries, and any lands below theordinary high water line or mean high water line of any river, lake, stream or other bodyof water, if any.

TITLE COMMITMENT shall mean a commitment to issue a title insurance policy for thePROPERTY, purchased from the CLOSING AGENT as agent for a Florida licensed titleinsurance company.

2. SALE OF PROPERTY: The SELLER shall sell the PROPERTY to the COUNTY andthe COUNTY shall buy the PROPERTY from the SELLER on the terms set out in thisCONTRACT.

3. PRICE: The COUNTY shall pay the PURCHASE PRICE to the SELLER for thePROPERTY. The PURCHASE PRICE shall be paid in cash (by local certified check orwire transfer) at closing.

4. BINDER: The COUNTY has posted the BINDER by check which shall be held in a non

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interest bearing account by the CLOSING AGENT. At closing, the BINDER shall bepaid to the SELLER and credited to the PURCHASE PRICE.

5. EXPENSES: The expenses of closing this transaction shall be paid, at closing, asfollows:

5.1 SELLER shall pay for:

-SELLER’s attorneys fees

5.2 COUNTY shall pay for:

-Documentary stamp tax on the deed of conveyance-Owner’s title insurance policy (including the TITLE COMMITMENT, search, examination and related charges)-Charges to record the deed of conveyance-Costs of the ENVIRONMENTAL AUDIT, if any-Costs of the SURVEY, if any,-COUNTY’s attorneys fees

6. AD VALOREM TAXES AND ASSESSMENTS:

6.1 For the year of closing, the COUNTY shall be responsible for and pay at closingall unpaid ad valorem taxes and assessments on the PROPERTY, so as todischarge the lien of such ad valorem taxes and assessments.

6.2 For all years prior to the year of closing, the SELLER shall be responsible for andpay at closing all unpaid ad valorem taxes and assessments on the PROPERTY, soas to discharge the lien of such ad valorem taxes and assessments.

7. CLOSING: The closing of this transaction shall occur on the CLOSING DATE andshall be conducted by the CLOSING AGENT at or through its offices.

8. CONVEYANCE: At closing, the SELLER shall convey title to the PROPERTY bywarranty deed in accordance with Section 689.02, Florida Statutes, conveying marketabletitle to the PROPERTY in fee simple free and clear of all liens, reservations, restrictions,easements, leases, tenancies and other encumbrances, except those expressly allowedherein. The grantee on the deed of conveyance shall be the COUNTY or any other personor entity as may be directed by the COUNTY. Further, the COUNTY may direct that, atclosing, different portions of the PROPERTY be conveyed to different persons or entities,in which case several deeds of conveyance shall be used with the grantee for each beingas named by the COUNTY and such deeds of conveyance collectively shall be consideredthe “deed of conveyance” for the purposes of this CONTRACT. If a SURVEY is

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prepared, the deed of conveyance shall utilize the “metes and bounds” legal description(s)from the SURVEY.

9. CLOSING DOCUMENTS: In addition to the deed of conveyance, the SELLER shallexecute and furnish at or prior to closing the following:

9.1 An Affidavit of Non-Foreign Status, Notice of Non Recognition, or WithholdingCertificate, establishing that no foreign income tax is required to be withheldunder the Foreign Investment and Real Property Tax Act of 1980 "FIRPTA". Anysuch documents supplied by the SELLER must comply with the provisions ofFIRPTA and any regulations or rules promulgated thereunder, and the COUNTYmust not have actual knowledge or have received notice that such document isfalse. If the SELLER fails to deliver such document or the COUNTY has actualknowledge or has received notice that such document is false, then the COUNTYshall be entitled to withhold "10% of the amount realized" by the SELLER (asdefined in the FIRPTA regulations) and shall remit to the IRS at closing theamount so withheld along with the properly completed remittance form.

9.2 A standard closing affidavit attesting to, among other things: (a) the absence ofany financing statements, claims of lien or potential lienors known to the SELLERaffecting the PROPERTY, (b) that there have been no improvements or repairs tothe PROPERTY for which payment has not been made, and (c) that no one otherthan the SELLER is in possession of or has a right to possession of thePROPERTY.

9.3 IRS Forms W-9 and/or 1099, if required.

9.4 Incumbency Certificate, Resolution and Affidavit, in form acceptable to theCLOSING AGENT, from the SELLER if the SELLER is other than a naturalperson.

9.5 Any other documents necessary to complete this transaction reasonably requestedby the title insurance company or CLOSING AGENT, including withoutlimitation all information required to be filed under the Tax Act of 1986.

10. TITLE/SURVEY/ENVIRONMENTAL MATTERS:

10.1 TITLE COMMITMENT. No later than fifteen (15) days before the CLOSINGDATE, the CLOSING AGENT shall obtain the TITLE COMMITMENT andprovide a copy of the same to both parties.

10.2 SURVEY. If the COUNTY chooses to obtain the SURVEY, it shall obtain theSURVEY and provide a copy of the same to the SELLER by no later than the

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deadline for the TITLE COMMITMENT.

10.3 ENVIRONMENTAL AUDIT. If the COUNTY chooses to obtain theENVIRONMENTAL AUDIT, it shall obtain the ENVIRONMENTAL AUDITand provide a copy of the same to the SELLER by no later than the deadline forthe TITLE COMMITMENT.

10.4 Objections to be considered Closing Defects. If the COUNTY objects to anymatters shown on the TITLE COMMITMENT, the SURVEY or theENVIRONMENTAL AUDIT, the COUNTY shall give written notice of all suchobjections to the CLOSING AGENT no later than ten (10) days prior to closing,and each matter to which a timely, written objection was made shall be deemed a“Closing Defect” and handled as set out below. The COUNTY shall be deemedto have waived all objections to the matters shown on the TITLECOMMITMENT, the SURVEY (if obtained) and the ENVIRONMENTALAUDIT (if obtained), for which no timely, written objection is made.

10.5 Handling of Closing Defects. Upon receipt of any timely, written objection to anymatters shown on the TITLE COMMITMENT, the SURVEY or theENVIRONMENTAL AUDIT, the CLOSING AGENT shall not close the sale,and shall immediately copy the same to the SELLER. Thereafter, the SELLERshall have sixty (60) days after the date of such written notice to correct or removethe Closing Defects. In that event, the CLOSING DATE shall be extendedseventy (70) days after the date of such notice. If the SELLER is unable orunwilling to correct or remove all of the Closing Defects within the sixty (60) daytime period, the COUNTY may either: (a) accept the remaining Closing Defectsand close this transaction according to the terms of the CONTRACT no later thanthe end of the extended CLOSING DATE, or (b) cancel the CONTRACT bywritten notice to the SELLER, and thereupon the COUNTY shall receive back theBINDER and both parties will be relieved of all further obligations to the otherunder the CONTRACT.

10.6 Matters Not to Be Closing Defects. Any encumbrance or lien on the PROPERTY,(including, without limitation, mortgages, financing statements, moneyjudgments, claims of lien, code enforcement liens, tax liens and homeownersassociation liens) which can be paid off and fully satisfied by the payment ofmoney, shall not be deemed a Closing Defect. Rather, all such encumbrances andliens shall be paid off at closing and the cost thereof deducted from the saleproceeds which would otherwise be due to the SELLER. Provided, that if thetotal amount of such encumbrances and liens exceeds the total amount of suchsale proceeds, the COUNTY may either (a) close the transaction, exhausting suchsale proceeds to pay down as much of the encumbrances and liens as possible, or(b) cancel the CONTRACT by written notice to the SELLER, and thereupon the

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COUNTY shall receive back the BINDER and both parties will be relieved of allfurther obligations to the other under the CONTRACT.

11. DUE DILIGENCE OF INVESTIGATION: During the DUE DILIGENCE PERIOD,COUNTY may conduct all due diligence investigations of the PROPERTY and thistransaction that COUNTY may deem appropriate. The COUNTY may cancel thisCONTRACT for any reason in its sole discretion by delivering a written notice ofcancellation to SELLER and the CLOSING AGENT before the end of the DUEDILIGENCE PERIOD, in which event the BINDER will be returned to COUNTY andboth parties will be relieved of all further obligations to the other under the CONTRACT.

12. CASUALTY LOSS: In the event any of the timber or improvements located on thePROPERTY are damaged or destroyed by wind, fire, casualty, disease, or by any othermeans or act of God, prior to closing, and any part of such damage is covered byinsurance, the SELLER shall assign the claim(s) for all such insurance proceeds to theCOUNTY, or if such claim(s) is not assignable, make such claim(s) and pay the insuranceproceeds to the COUNTY at closing or immediately upon receipt, whichever occurs later. Provided that should the extent or such damage be greater than five (5%) percent of thePURCHASE PRICE, the COUNTY may either: (a) close this transaction according to theterms of the CONTRACT, or (b), cancel the CONTRACT by written notice to theSELLER, and thereupon the COUNTY shall not receive (or shall pay back, if alreadyreceived) the insurance proceeds, receive back the BINDER and both parties will berelieved of all further obligations to the other under the CONTRACT.

13. CONDITION OF THE PROPERTY: Except for the warranties and representations ofthe SELLER as set forth in this CONTRACT, the deed of conveyance and the otherclosing document(s), SELLER is selling the property "as is, where is”, “with all faults”and disclaims all warranties, express and implied, to the fullest extent as allowed by law.

14. PERSONAL PROPERTY: No later than fifteen (15) days before the CLOSING DATE,the SELLER shall have removed all abandoned personal property, refuse, garbage, junk,rubbish, trash and debris from the PROPERTY.

15. REALTORS/BROKERS: The parties each represent to the other that no realtor norbroker has been involved in this transaction (and thus owed any commission). TheSELLER agrees to hold harmless and indemnify the COUNTY for any commission owedto any realtor or broker contacted by the SELLER claiming a commission on thistransaction and the COUNTY agrees to hold harmless and indemnify the SELLER forany commission owed to any realtor or broker contacted by the COUNTY claiming acommission on this transaction.

16. ASSIGNMENT: Neither party may assign its rights or responsibilities under theCONTRACT without the prior written consent of the other party.

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17. LIKE KIND EXCHANGE: Either party may structure this transaction in such mannerthat it qualifies as a "like kind exchange", under § 1031 of the Internal Revenue Codeprovided that the exchange does not (a) delay the closing of this transaction, (b) result inany additional cost to the other party, nor (c) otherwise adversely affect this transaction. The parties agree to fully cooperate with each other in effectuating such "like kindexchange", including the execution of documents reasonably required therefore.

18. NON-MERGER CLAUSE: The terms of the CONTRACT shall survive the closing.

19. VENUE AND JURISDICTION OF LITIGATION: The exclusive venue andjurisdiction for any litigation enforcing, construing or relating to the CONTRACT andthis transaction shall be the State of Florida, Circuit Court or County Court in and for theFlorida county where the PROPERTY is located, or if the PROPERTY is located in morethan one Florida county, in any of them.

20. WAIVER OF JURY TRIAL: The parties mutually and forever waive any and all rightto trial by jury in any legal proceeding arising out of or relating to the CONTRACT orthis transaction and have any such actions decided by a judge alone, without a jury.

21. NO THIRD PARTY BENEFICIARIES: No provision of the CONTRACT will bedeemed for the benefit of the public generally nor for any persons or entities other thanthe SELLER and the COUNTY. Thus there shall be no third party beneficiary of theCONTRACT.

22. TERMS NOT TO BE CONSTRUED AGAINST EITHER PARTY: The terms of theCONTRACT shall not be construed against either party as the drafter.

23. FURTHER ASSURANCES: The parties shall execute such further documents and doany and all such further things as may be necessary to implement and carry out the intentof the CONTRACT.

24. REQUIRED STATUTORY NOTICES: The following notices are required by law:

COASTAL EROSION NOTICE

THE PROPERTY BEING PURCHASED MAY BE SUBJECT TO COASTALEROSION AND TO FEDERAL, STATE, OR LOCAL REGULATIONS THATGOVERN COASTAL PROPERTY, INCLUDING THE DELINEATION OFTHE COASTAL CONSTRUCTION CONTROL LINE, RIGID COASTALPROTECTION STRUCTURES, BEACH NOURISHMENT, AND THEPROTECTION OF MARINE TURTLES. ADDITIONAL INFORMATION CANBE OBTAINED FROM THE FLORIDA DEPARTMENT OFENVIRONMENTAL PROTECTION, INCLUDING WHETHER THERE ARE

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SIGNIFICANT EROSION CONDITIONS ASSOCIATED WITH THESHORELINE OF THE PROPERTY BEING PURCHASED.

PROPERTY TAXDISCLOSURE SUMMARY

BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTYTAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYERMAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TOPURCHASE. A CHANGE OF OWNERSHIP OR PROPERTYIMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTYTHAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVEANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTYPROPERTY APPRAISER'S OFFICE FOR INFORMATION.

RADON GAS NOTICE

RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVEGAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING INSUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONSWHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THATEXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND INBUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDINGRADON AND RADON TESTING MAY BE OBTAINED FROM YOURCOUNTY HEALTH DEPARTMENT.

LEAD BASED PAINT HAZARD

EVERY PURCHASER OF ANY INTEREST IN REAL PROPERTY ONWHICH A RESIDENTIAL DWELLING WAS BUILT PRIOR TO 1978 ISNOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEADFORM LEAD BASED PAIN THAT MAY PLACE YOUNG CHILDREN ATRISK OF DEVELOPING LEAD POISONING. LEAD POISONING MAYPRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDINGLEARNING DISABILITIES, REDUCED INTELLIGENCE QUOTIENT,BEHAVIORAL PROBLEMS, AND IMPAIRED MEMORY. LEADPOISONING ALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN. THE SELLER OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY ISREQUIRED TO PROVIDE THE PURCHASER WITH INFORMATION ONLEAD BASED PAINT HAZARDS FROM RISK ASSESSMENTS ORINSPECTIONS IN THE SELLER’S POSSESSION AND NOTIFY THEPURCHASER OF ANY KNOWN LEAD BASED PAINT HAZARDS. A RISKASSESSMENT OR INSPECTION FOR POSSIBLE LEAD BASED PAINT

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HAZARDS IS RECOMMENDED PRIOR TO PURCHASE.

25. BINDING EFFECT: The CONTRACT shall be binding on the parties hereto, and theirrespective heirs, successors and assigns, and estates, as the case may be.

26. REMEDIES FOR DEFAULT: Notwithstanding anything else herein to the contrary, theparties’ sole and exclusive remedies for default of any of the terms of the CONTRACTshall be as follows:

26.1 Should the SELLER default on any terms of the CONTRACT, then the COUNTYshall be entitled to either: (a) bring an action for specific performance compellingthe SELLER to close the transaction under the terms of the CONTRACT, or (b)cancel the CONTRACT, and receive back the BINDER, in which event bothparties shall be relieved of all further obligations to the other under theCONTRACT. (Provided that specific performance is not available as a remedyfor any failure to correct or remove any Closing Defects.)

26.2 Should the COUNTY default on any terms of this CONTRACT, then theSELLER may cancel the CONTRACT, and receive the BINDER, in which eventboth parties will be relieved of all further obligations to the other under theCONTRACT.

27. NOTICES: Any and all notices required or permitted shall be made or given in writingand shall be delivered in person or sent by certified U.S. mail, return receipt requested, bya recognized overnight carrier (i.e., Federal Express or UPS), by facsimile or emailtransmission, to the other party at the other party’s address set forth in the Definitionssection of the CONTRACT. Such addresses may be changed by a party by giving noticethereof to the other party using the methods set out above. All notices shall be deemedgiven when sent as set out above or if delivered in person upon receipt.

28. ACCESS TO PROPERTY FOR INVESTIGATION: At all times between theEFFECTIVE DATE and the CLOSING DATE, the COUNTY and its officers,employees, agents and contractors are hereby granted access to the PROPERTY for alllawful purposes connected with the CONTRACT. Such lawful purposes shall include,without limitation, surveying, photographing, appraising, cruising timber, conductingenvironmental assessments and taking soil, water and plant samples using borings, probesand test wells.

29. THE SELLER’S REPRESENTATIONS: The SELLER warrants and represents to theCOUNTY that:

29.1 Except for those matters which may be discharged at closing, the SELLER, andonly the SELLER, holds fee simple title to the PROPERTY.

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29.2 Other than in compliance with all applicable environmental laws, rules andregulations, the SELLER has not disposed of nor dumped any hazardous waste orother environmental pollutants onto the PROPERTY, and the SELLER has noactual knowledge, without inquiry, that any third party has dumped any hazardouswaste or other environmental pollutants onto the PROPERTY.

29.3 To the best of the SELLER's actual information and belief, without inquiry, thePROPERTY has never been used as a dump, land-fill or garbage disposal site.

29.4 To the best of the SELLER’s actual information and belief, without inquiry, thePROPERTY is presently in compliance with all applicable environmental laws,rules and regulations.

29.5 The SELLER is unaware, without inquiry, of any previous violations of applicableenvironmental laws, rules and regulations regarding the PROPERTY.

29.6 The SELLER has not received actual notice, without inquiry, from anygovernment agency that the PROPERTY is in violation of any federal, state orlocal laws, ordinances, codes, rules, orders or regulations or that any remedialaction is required on the PROPERTY. The SELLER shall, after closing,indemnify, defend and hold the COUNTY harmless from and against any and allclaims, demands, suits, losses, damages, assessments, fines, penalties, costs andother expenses (including attorney's fees and court costs) caused by, arising fromor any way related to the invalidity of the foregoing representations and/or actualor threatened damage to the environment, agency costs of investigation, personalinjury or death, or damage to property, due to a release or alleged release ofhazardous materials on or under the PROPERTY or in the surface or ground waterlocated on or under the PROPERTY, or gaseous emissions from the PROPERTYor any other adverse environmental condition existing on the PROPERTY,occurring prior to closing.

29.7 The SELLER is not aware that there are any endangered species (as defined bystate or federal law) on the PROPERTY.

29.8 The SELLER is not a “foreign person” as that term is defined in 26 U.S.C.A. §1445(f)(3), nor is the sale of the Property subject to any withholding requirementsimposed by the Internal Revenue Code, including, but not limited to 26 U.S.C.A.§ 1445.

29.9 There are no parties in possession of any part of the PROPERTY other than theSELLER.

29.10 No valid claims, rights to offsets, or litigation, actual or threatened, to the

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knowledge of SELLER, exist with regard to the PROPERTY.

30. DOCUMENTS AND INFORMATION TO BE FURNISHED BY THE SELLER: The SELLER shall furnish to the COUNTY, by the following deadlines, the followingdocuments and information:

30.1 Within seven (7) days after the EFFECTIVE DATE, the following:

30.1.1 Copies of all title insurance policies, commitments, abstracts, opinions,searches and/or reports for any portion of the PROPERTY in theSELLER’s possession or control.

30.1.2 Copies of all surveys of any portion of the PROPERTY in the SELLER’spossession or control.

30.1.3 Copies of all environmental audits and reports, and all correspondencerelating to environmental matters on any portion of the PROPERTY in theSELLER’s possession or control.

30.1.4 Copies of all leases, contracts, CONTRACTs, easements, licenses,mortgages, financing statements, security agreements, judgments, liens,claims of lien, and all similar documents, known to the SELLER, whichare then in effect and may affect the title to the PROPERTY or theSELLER’s ability to convey good title to the PROPERTY.

30.2 At all times between the EFFECTIVE DATE and the CLOSING DATE, fromtime to time upon demand: Copies of payoff and estoppel letters from lenders andothers holding liens on the property. (It shall also be the obligation of theSELLER to demand the same from all lenders and similar parties upon the requestof the COUNTY.)

31. NO ALTERATIONS PRIOR TO CLOSING: At all times between the EFFECTIVEDATE and the CLOSING DATE, the SELLER shall not:

31.1 Cut any timber from the PROPERTY or otherwise alter the PROPERTY, or

31.2 Execute or enter into any lease, contract, CONTRACT, easement, license,mortgage, financing statement, security agreement, or similar documentconcerning or affecting the PROPERTY.

32. EMINENT DOMAIN: The SELLER has no knowledge of any threatened or pendingeminent domain proceedings affecting the PROPERTY. Should such eminent domainproceedings be pending on the EFFECTIVE DATE (without SELLER’s knowledge) or

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instituted thereafter, this shall have the following effect:

32.1 The SELLER shall, upon discovery, immediately notify the COUNTY of suchthreatened or pending eminent domain proceedings and provide to the COUNTYcopies of all written correspondence, pleadings or other papers concerning theeminent domain proceeding as they are received by the SELLER.

32.2 Upon receiving notice of such eminent domain proceedings, the COUNTY mayeither:

32.2.1 Cancel the CONTRACT, and receive back the BINDER, in which eventboth parties shall be relieved of all further obligations to the other underthe CONTRACT; or,

32.2.2 Keep the CONTRACT in full force and effect, and (a) assume unilateralcontrol and direction (including settlement authority) of the eminentdomain proceedings; (b) receive and keep the total eminent domain awardor settlement; and (c) close the transaction as otherwise set out in theCONTRACT. The SELLER shall, upon demand, execute whateverassignments or other documents the COUNTY may reasonably require toshow the COUNTY’s authority as set out herein.

33. RECORDING: Neither party may record this contract in the public records of anycounty.

34. TIME IS OF THE ESSENCE: Time is of the essence of both the CONTRACT and ifthe CONTRACT.

35. TAX CONSEQUENCES: The SELLER has obtained whatever advice SELLERwishes, if any, concerning the tax consequences of this transaction and accepts the same. This CONTRACT is not contingent upon any particular tax result.

36. GOVERNING LAW: This CONTRACT concerns real property located in the State ofFlorida and shall be governed by and construed in accordance with the laws of the Stateof Florida, without regard to its conflict of laws rules.

37. CLOSING AGENT: The CLOSING AGENT is the attorney for the COUNTY andnotwithstanding its other duties shall continue to act as attorney for the COUNTY only,and not the SELLER, regarding the CONTRACT. The parties agree to indemnify andhold the CLOSING AGENT harmless for acting as the CLOSING AGENT herein, exceptfor intentional misuse of funds. In the event of a dispute regarding the posted BINDER,the CLOSING AGENT may interplead or deposit the BINDER into the registry of thecourt, and all of the CLOSING AGENT’s costs thereof, including attorney fees, shall be

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deducted and paid from the BINDER.

38. ENTIRE AGREEMENT: Neither party has entered into the CONTRACT in relianceupon any fact or representation not expressly provided herein. The CONTRACTsupersede all previous agreements, oral or written, between SELLER and the COUNTY,concerning the PROPERTY and represents the whole and entire agreement between theparties.

39. AMENDMENT, REVOCATION OR ABANDONMENT: The CONTRACT may notbe amended, revoked, or abandoned except through a written agreement executed by boththe SELLER and the COUNTY.

40. MISCELLANEOUS: In the event a day of performance falls on a Saturday, Sunday orlegal holiday under the laws of the State of Florida, the day of performance shall beautomatically extended to the next day which is not a Saturday, Sunday or legal holiday. Headings used in this CONTRACT are provided for convenience only and shall not beused to construe meaning or intent.

41. AUTHORITY FOR COUNTY TO ENTER INTO THIS CONTRACT: TheCOUNTY is authorized to enter into this CONTRACT pursuant to its home rule powersas set out in Section 125.01, Florida Statutes and other applicable provisions of law,including, without limitation, Section 125.355, Florida Statutes and the COUNTY’sOrdinance No. 2010 -191.

42. CONDITIONS PRECEDENT TO COUNTY’S OBLIGATION TO CLOSE:

42.1 The COUNTY’s obligation to close the transaction set out herein is contingent onthe occurrence of certain conditions precedent as follows:

42.1.1 Approval by the transaction by the DISTRICT; and,

42.1.2 The COUNTY’s actual receipt of all of the funds needed to close thistransaction from the DISTRICT.

42.1.3 The simultaneous closing of a certain contract between the COUNTY andWillie C. Peacock dated ____, 2017 for the exchange of certain propertiesin Madison County, Florida.

42.2 Should any of the above conditions precedent not occur, the CLOSING DATEshall be extended until the occurrence of all such conditions precedent, but in noevent longer than 90 days after the CLOSING DATE. Should the aboveconditions precedent not occur by the extended CLOSING DATE, the exercisedOPTION shall be deemed cancelled and the DISTRICT shall receive back the

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BINDER, and both parties shall be relieved of all further obligations to the otherunder the exercised OPTION.

42. REPRESENTATIONS OF THE SIGNATORIES: The person executing thisCONTRACT for the SELLER represents to the COUNTY that such person is either theSELLER or has the legal authority to execute this CONTRACT on behalf of the SELLERand bind the SELLER to it. The person executing this CONTRACT for the COUNTYrepresents to the SELLER that such person is either the COUNTY or has the legalauthority to execute this CONTRACT on behalf of the COUNTY and bind the COUNTYto it.

EXECUTED this ______ day of _________________, 2017, by the SELLER, CORALEE PEACOCK.

Signed, sealed and delivered in our presence:

____________________________ ____________________________Cora Lee Peacock

Witness Name:

_____________________________

Witness Name:

STATE OF FLORIDACOUNTY OF ______________

The foregoing instrument was acknowledged before me this ____ day of _____________,2017 by CORA LEE PEACOCK, who is personally known to me or have produced_____________________________ as identification.

____________________________________

Notary Public (please print name undersignature)commission #


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EXECUTED this ______ day of _________________, 2017, by the COUNTY, MadisonCounty, a political subdivision of the State of Florida by its Board of County Commissioners.


By:____________________________Alfred MartinAs its chair and authorized representative

Attest:_____________________William D. WashingtonClerk


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RECEIPT

The undersigned, hereby acknowledges receipt of the BINDER as referred to in theCONTRACT and agrees to hold and disburse the same in accordance with the terms andconditions of the CONTRACT.

DATED on __________________________________, 2015.

DAVIS, SCHNITKER, REEVES & BROWNING, P.A.

By:_____________________________________George T. ReevesFor the Firm


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EXHIBIT “A”(Description of the PROPERTY)

LEGAL DESCRIPTION

Parcel No. 26-1N-09-4834-012-000


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AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF MADISON, FLORIDA, AND THE BOARD OF COUNTY COMMISSIONERS OF MADISON COUNTY, FLORIDA, CONCERNING A FISCAL YEAR 2016 COMMUNITY DEVELOPMENT BLOCK GRANT APPLICATION TO BE FILED BY THE CITY OF MADISON, FLORIDA; PROVIDING FOR INTENT AND CONCURRENCE; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE

This Interlocal Agreement, hereinafter referred to as the “Agreement,” made this of 2017, by and

between the CITY OF MADISON, FLORIDA, a municipality in the State of Florida, hereinafter referred to as the City, and MADISON COUNTY, FLORIDA, a subdivision of the State of Florida, hereinafter referred to as the County, is entered into pursuant to Section 163.01, Florida Statutes.

WITNESSETH WHEREAS, Section 163.01, Florida Statutes, authorizes units of local government to enter into interlocal agreements to make

the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage; WHEREAS, the City intends to make an application for Fiscal Year 2016 Community Development Block Grant funds to

undertake infrastructure improvements consisting of replacement of the Railroad lift station and force main located in the southwestern portion of the City; and

WHEREAS, the Community Development Block Grant activities will indirectly benefit some residents in the unincorporated

area of the County. NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations given between the parties, one to

the other, the parties agree, as follows:

INTENT AND CONCURRENCE The City intends to use Community Development Block Grant funds to undertake infrastructure improvements consisting of

replacement of the Railroad lift station and force main located in the southwestern portion of the City. The County concurs with the use of Community Development Block Grant funds by the City to undertake said infrastructure improvements.

COMMITMENT OF RESOURCES

The City hereby commits the necessary financial and human resources required to maintain the infrastructure improvements

upon completion.

COMPLIANCE WITH COMPREHENSIVE PLAN AND LAND DEVELOPMENT REGULATIONS The County hereby affirms that the proposed infrastructure improvements conform to its local zoning requirements, its land

development regulations, its future land use map and are not inconsistent with its locally adopted Comprehensive Plan. The City hereby affirms that the infrastructure improvements within its jurisdiction conform to its local zoning requirements, its

land development regulations, its future land use map and are not inconsistent with its locally adopted Comprehensive Plan.

SEVERABILITY The provisions of this Agreement are severable. If any part of this Agreement is declared invalid or unconstitutional by a court

of competent jurisdiction, all remaining parts shall remain in full force and effect.

EFFECTIVE DATE This Agreement shall become effective upon adoption by both parties. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. Attest: CITY OF MADISON Lee Anne Hall Jim Catron City Clerk Mayor Attest: BOARD OF COUNTY COMMISSIONERS MADISON COUNTY, FLORIDA Billy Washington Alfred Martin County Clerk Chairman

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