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HomeMy WebLinkAbout2006-253A l ` Vacant Land Contract • FLORIDA ASSOCIATION OF REALTORS® PARTIES AND DESCRIPTION OF PROPERTY Me/v%N - 6/7 7- 1- 06 1 * 1 . SALE AND PURCHASE : Yankee-Mewo-Properties . XvC, — 6 /7 7- 1- 06 ( "Seller") 2* and Indian River County Solid Waste Disposal District ("Buyer") 3 agree to sell and buy on the terms and conditions specified below the property ("Property") described as: 4* Address: CR 512 Fellsmere, FL 32948-0902 5* Legal Description: See Affachment 6* Parcel #31-37.00-00001-1549-00005.0 7* 8* 9* t0* 11 * including all improvements and the following additional property: 12* 13* 14 PRICE AND FINANCING 15* 2. PURCHASE PRICE : $ 665,000.00 payable by Buyer in U .S . currency as follows: 16* (a) $ -0- Deposit received (checks are subject to clearance) N/A by 17* for N/A (" Escrow Agent") 18 * Signature Name of Company 19* (b) $ -0- Additional deposit to be delivered to Escrow Agent by N/A N/A _ 20* or N/A days from Effective Date. ( 10 days if left blank) 21 * (c) -0- Total financing (see Paragraph 3 below) (express as a dollar amount or percentage) 22* (d) $ -0- Other: N/A 23* (e) $ 665,000.00 Balance to close (not including Buyer's closing costs, prepaid items and prorations) . All funds paid 24 at closing must be paid by locally drawn cashier's check, official bank check, or wired funds. 25* X (f) (complete only if purchase price will be determined based on a per unit cost instead of a fixed price) . The unit used to 26* determine the purchase price is ❑ lot Xacre L7 square foot ❑ other (specify: ) 27* prorating areas of less than a full unit. The purchase price will be $ per unit based on a calculation of 28 total area of the Property as certified to Buyer and Seller by a Florida-licensed surveyor in accordance with Paragraph 8(c) of 29* this Contract. The following rights of way and other areas will be excluded from the calculation : 30* 31 * 3. CASH/FINANCING : (Check as applicable) X (a) Buyer will pay cash for the Property with no financing contingency. 32* 11 (b) T-1469 SoM eel a es9tiggegil eq Buye qthBlify 9gaid @10siq 4g the eeiiiiiiii &0(9) a " appietel (s) speoified helavii (the 33� fi I& leing-'j-witpipr 34A 35 36 37 38= _ yr 396 of Nge puielgetse p "iee at tile p eve I hig !-Peet ate aid !as eeols based eg 13tilei 's eied Me th iess. Buyer 40 41 426 L g . r, li M = 43A 9FQi 44A 45 46 47 48 49* Buyer and Seller && ) ( acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages. VAC-8 Rev. 10/0402004 Florida Association of REALTORS® AII Rights Reserved ® w This form produced by Lrpnr*e btor-0 800-336-1027 R• LTCRI `u. . 50 ' . : 51 52 53 4i` e !Be ge• 544 ❑ 55a 56s tPUF ir 9„ell 57a gper ith - -,�rxee�-r-Ther 58A ibe) 59L +rkereshrete•eF 9'aup ! +R--r`r_yMifF-'— 60 61a eslatet1isfeemeeeels— 9b eT-She• 62a 63 64 CLOSING 65 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before 66* July 31, 2006 unless extended by other provisions of this Contract. If on Closing Date insurance 67 underwriting is suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted . If this transaction does 68 not close for any reason , Buyer will immediately return all Seller-provided title evidence, surveys, association documents and other 69 items. 70 5. CLOSING PROCEDURE ; COSTS : Closing will take place in the county where the Property is located and may be conducted by 71 mail or electronic means . If title insurance insures Buyer for title defects arising between the title binder effective date and recording 72 of Buyer's deed , closing agent will disburse at closing the net sale proceeds to Seller (in local cashier's checks if Seller requests in 73 writing at least 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. In addition to other expenses provided in 74 this Contract, Seller and Buyer will pay the costs indicated below. 75 (a) Seller Costs : Seller will pay taxes on the deed and recording fees for documents needed to cure title; title evidence (if 76* applicable under Paragraph 8) ; Other: 77 (b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed and 78* financing statements; loan expenses; lender's title policy at the simultaneous issue rate; inspections; survey and sketch; 79* insurance, Other: 80 (c) Title Evidence and Insurance: Check (1 ) or (2): 81 * X ( 1 ) The title evidence will be a Paragraph 8(a)(1 ) owner's title insurance commitment. ❑'' Seller X Buyer will select the 82* title agent. '—' Seller Buyer will pay for the owner's title policy, search , examination and related charges . Each party will pay 83 its own closing fees. 84* ❑ (2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence. ❑ Seller ❑ Buyer will pay for 85 the owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing , including tax search and 86 lien search fees, and Buyer will pay fees for title searches after closing (if any), title examination fees and closing fees. 87 (d) Prorations : The following items will be made current and prorated as of the day before Closing Date : real estate taxes, 88 interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the current year 89 cannot be determined , the previous year' s rates will be used with adjustment for any exemptions . PROPERTY TAX 90 DISCLOSURE SUMMARY : BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE 91 AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO 92 PURCHASE . A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE 93 PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES . IF YOU HAVE ANY QUESTIONS CONCERNING 94 VALUATION , CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION . 95 (e) Special Assessment by Public Body : Regarding special assessments imposed by a public body, Seller will pay (i) the full 96 amount of liens that are certified , confirmed and ratified before closing and (ii) the amount of the last estimate of the assessment 97 if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing , and Buyer will pay 98 all other amounts. 99 (f) Tax Withholding : If Seller is a "foreign person' as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires 100 Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the Internal 101 Revenue Service (IRS) unless an exemption applies. The primary exemptions are ( 1 ) Seller provides Buyer with an affidavit that 102 Seller is not a "foreign person" , (2) Seller provides Buyer with a Withholding Certificate providing for reduced or eliminated 103 withholding , or (3) the gross sales price is $300, 000 or less , Buyer is an individual who purchases the Property to use as a 104 residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property for at least 50% of the number 105 of days the Property is in use during each of the first two 12 month periods affer transfer. The IRS requires Buyer and Seller to 106 have a U . S . federal taxpayer identification number ("TIN") . Buyer and Seller agree to execute and deliver as directed any 107 instrument, affidavit or statement reasonably necessary to comply with FIRPTA requirements including applying for a TIN within 3 108 days from Effective Date and delivering their respective TIN or Social Security numbers to the Closing Agent. 109* Buyer ( and Seller l Q/ / ) ( acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages. VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS® All Rights Reserved This form produced by. 11j° 12 Fo/nwLatw-0 800336-1027 110• , - ,If Seller applies for a withholding certificate but the application is still pending as of closing , Buyer will place the 10% tax in 1. 11 escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS , provided Seller so requests 112 and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at 113 closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 114 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts. 115 (g) 1031 Exchange : If either Seller or Buyer wishes to enter into a like-kind exchange (either simultaneously with closing or 116 after) under Section 1031 of the Internal Revenue Code ("Exchange') , the other party will cooperate in all reasonable respects to 117 effectuate the Exchange including executing documents; provided , however, that the cooperating party will incur no liability or 118 cost related to the Exchange and that the closing shall not be contingent upon , extended or delayed by the Exchange. 119 PROPERTY CONDITION 120 6. LAND USE : Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition , with conditions resulting 121 from Buyer's Inspections and casualty damage, if any, excepted . Seller will maintain the landscaping and grounds in a comparable 122 condition and will not engage in or permit any activity that would materially alter the Property's condition without the Buyer's prior 123 written consent. 124 (a ) Flood Zone : Buyer is advised to verify by survey, with the lender and with appropriate government agencies which flood 125 zone the Property is in , whether flood insurance is required and what restrictions apply to improving the Property and rebuilding 126 in the event of casualty. 127 (b) Government Regulation : Buyer is advised that changes in government regulations and levels of service which affect 128 Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study Period has expired or 129 if Buyer has checked choice (c)(2) below. 130 (c) Inspections: (check (1) or (2) below) 131 * X (1 ) Feasibility Study : Buyer will , at Buyer's expense and within 23 days from Effective Date ("Feasibility Study 132* Period") , determine whether the Property is suitable, in Buyer's sole and absolute discretion , for Commercial 133* use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental 134 assessment and any other tests , analyses, surveys and investigations (" Inspections") that Buyer deems necessary to 135 determine to Buyer's satisfaction the Property's engineering , architectural and environmental properties; zoning and zoning 136 restrictions ; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency 137 with local , state and regional growth management plans; availability of permits, government approvals , and licenses ; and 138 other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the 139 Property must be rezoned , Buyer will obtain the rezoning from the appropriate government agencies . Seller will sign all 140 documents Buyer is required to file in connection with development or rezoning approvals . 141 Seller gives Buyer, its agents , contractors and assigns, the right to enter the Property at any time during the Feasibility Study 142 Period for the purpose of conducting Inspections; provided , however, that Buyer, its agents , contractors and assigns enter 143 the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, 144 costs, claims and expenses of any nature, including attorneys' fees , expenses and liability incurred in application for rezoning 145 or related proceedings, and from liability to any person , arising from the conduct of any and all Inspections or any work 146 authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the 147 Property without Seller's prior written consent. If this transaction does not close, Buyer will , at Buyer's expense, ( 1 ) repair all 148 damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of 149 the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. 150 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of 151 whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of 152 the Property as suitable for Buyer's intended use in its "as is" condition . If the Property is unacceptable to Buyer and written 153 notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study 154 period ends and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested 155 parties. 156* ❑ (2) No Feasibility Study : Buyer is satisfied that the Property is suitable for Buyer's purposes, including being satisfied 157 that either public sewerage and water are available to the Property or the Property will be approved for the installation of a 158 well and/or private sewerage disposal system and that existing zoning and other pertinent regulations and restrictions, such 159 as subdivision or deed restrictions, concurrency, growth management and environmental conditions, are acceptable to Buyer. 160 This Contract is not contingent on Buyer conducting any further investigations. 161 (d) Subdivided Lands : If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any contiguous 162 land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, parcels, units, or interests; or (b) 163 Any land, whether contiguous or not, which is divided or proposed to be divided into 50 or more lots, parcels, units, or interests which 164 are offered as a part of a common promotional plan . " , Buyer may cancel this Contract for any reason whatsoever for a period of 7 165 business days from the date on which Buyer executes this Contract. If Buyer elects to cancel within the period provided , all funds or 166 other property paid by Buyer will be refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation 167 by the developer. 168 7. RISK OF LOSS ; EMINENT DOMAIN : If any portion of the Property is materially damaged by casualty before closing , or Seller 169 negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings , or if an 170* Buyer ( and Seller (19/`! ) (_) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages. VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS® All Rights Reserved This form produced by: ur�[Fonmdatw 40 800336-1027 171 ergirient domain proceeding is initiated , Seller will promptly inform Buyer. Either party may cancel this Contract by written notice to 172 the other within 10 days from Buyer's receipt of Seller's notification , failing which Buyer will close in accordance with this Contract 173 and receive all payments made by the government authority or insurance company, if any. 174 TITLE 175 8. TITLE : Seller will convey marketable title to the Property by statutory warranty deed or trustee , personal representative or 176 guardian deed as appropriate to Seller's status. 177 (a) Title Evidence: Title evidence will show legal access to the Property and marketable title of record in Seller in accordance 178 with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of which prevent 179* Buyer's intended use of the Property as Commercial : covenants, easements and 180 restrictions of record ; matters of plat; existing zoning and government regulations; oil , gas and mineral rights of record if there is 181 no right of entry; current taxes , mortgages that Buyer will assume; and encumbrances that Seller will discharge at or before 182 closing . Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, which must be generally 183 accepted in the county where the Property is located (specify in Paragraph 5(c) the selected 184 type) . Seller will use option (1 ) in Palm Beach County and option (2) in Miami-Dade County. 185 (1 ) A title insurance commitment issued by a Florida-licensed title insurer in the amount of the purchase price and subject 186 only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date. 187 (2) An existing abstract of title from a reputable and existing abstract firm (if firm is not existing , then abstract must be 188 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the Property 189 recorded in the public records of the county where the Property is located and certified to Effective Date. 190 However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as 191 a base for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format acceptable to 192 Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, together with copies of 193 all documents recited in the prior policy and in the update. If a prior policy is not available to Seller then (1 ) above will be the 194 title evidence . Title evidence will be delivered no later than 10 days before Closing Date. 195 (b) Title Examination : Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt of title 196 evidence but no later than closing , of any defects that make the title unmarketable. Seller will have 30 days from receipt of 197 Buyer's notice of defects (" Curative Period") to cure the defects at Seller's expense . If Seller cures the defects within the 198 Curative Period , Seller will deliver written notice to Buyer and the parties will close the transaction on Closing Date or within 10 199 days from Buyer's receipt of Seller's notice if Closing Date has passed . If Seller is unable to cure the defects within the Curative 200 Period , Seller will deliver written notice to Buyer and Buyer will , within 10 days from receipt of Seller's notice, either cancel this 201 Contract or accept title with existing defects and close the transaction . 202 (c) Survey : Buyer may, prior to Closing Date and at Buyer's expense , have the Property surveyed and deliver written notice to 203 Seller, within 5 days from receipt of survey but no later than 5 days prior to closing , of any encroachments on the Property, 204 encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any such encroachment 205 or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations will be determined in 206 accordance with subparagraph ( b) above. If any part of the Property lies seaward of the coastal construction control line, Seller 207 will provide Buyer with an affidavit or survey as required by law delineating the line's location on the property, unless Buyer 208 waives this requirement in writing . 209 MISCELLANEOUS 210 9. EFFECTIVE DATE ; TIME : The "Effective Date" of this Contract is the date on which the last of the parties initials or signs the 211 latest offer. Time is of the essence for all provisions of this Contract. All time periods expressed as days will be computed in 212 business days (a "business day" is every calendar day except Saturday, Sunday and national legal holidays) . If any deadline falls on 213 a Saturday, Sunday or national legal holiday, performance will be due the next business day . All time periods will end at 5:00 p. m . 214 local time (meaning in the county where the Property is located) of the appropriate day. 215 10. NOTICES : All notices will be made to the parties and Broker by mail , personal delivery or electronic media . Buyers failure to 216 deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies will 217 render that contingency null and void and the Contract will be construed as if the contingency did not exist. Any notice, 218 document or item given to or received by an attorney or Broker (including a transaction broker) representing a party will be 219 as effective as if given to or by that party. 220 11 . COMPLETE AGREEMENT : This Contract is the entire agreement between Buyer and Seller. Except for brokerage 221 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract. 222 Modifications of this Contract will not be binding unless in writing , signed or initialed and delivered by the party to be bound . This 223 Contract , signatures , initials , documents referenced in this Contract , counterparts and written modifications communicated 224 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding . Handwritten or typewritten terms 225 inserted in or attached to this Contract prevail over preprinted terms . If any provision of this Contract is or becomes invalid or 226 unenforceable , all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence and good faith in 227 performing all obligations under this Agreement. This Contract will not be recorded in any public records. 228 12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms "Buyer," 229 "Seller, " and " Broker" may be singular or plural . This Contract is binding on the heirs , administrators, executors , personal 230 representatives and assigns (if permitted) of Buyer, Seller and Broker. 231 * Buyer ( and Seller ( GH ) ( acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages. VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS® All Rights Reserved This form produced by. a '�F0?7n1datOF4' 800-336-1027 232' . DEFAULT AND DISPUTE RESOLUTION 233 13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort, 234 Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without waiving 235 ' the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to Broker for the full amount 236 of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including timely payment of 237 all deposits , Seller may choose . to retain and collect all deposits paid and agreed to be paid as liquidated damages or to seek 238 specific performance as per Paragraph 14; and Broker will , upon demand , receive 50% of all deposits paid and agreed to be paid (to 239 be split equally among cooperating brokers except when closing does not occur due to Buyer not being able to secure Financing 240 after providing a Commitment, in which case Broker's portion of the deposits will go solely to the listing broker) up to the full amount 241 of the brokerage fee. 242 14. DISPUTE RESOLUTION : This Contract will be construed under Florida law. All controversies , claims, and other matters in 243 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows: 244 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from the 245 date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent will submit the 246 dispute , if so required by Florida law , to Escrow Agent's choice of arbitration , a Florida court or the Florida Real Estate 247 Commission . Buyer and Seller will be bound by any resulting award, judgement, or order. 248 (b) All other disputes : Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to resolve 249 the matter through mediation , failing which the parties will resolve the dispute through neutral binding arbitration in the county 250 where the Property is located . The arbitrator may not alter the Contract terms or award any remedy not provided for in this 251 Contract . The award will be based on the greater weight of the evidence and will state findings of fact and the contractual 252 authority on which it is based . If the parties agree to use discovery, it will be in accordance with the Florida Rules of Civil 253 Procedure and the arbitrator will resolve all discovery- related disputes . Any disputes with a real estate licensee named in 254 Paragraph 17 will be submitted to arbitration only if the licensee's broker consents in writing to become a party to the proceeding . 255 This clause will survive closing . 256 (c) Mediation and Arbitration; Expenses : "Mediation" is a process in which parties attempt to resolve a dispute by submitting it 257 to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a settlement on the 258 parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or other mediator agreed 259 on by the parties. The parties will equally divide the mediation fee, if any . "Arbitration" is a process in which the parties resolve a 260 dispute by a hearing before a neutral person who decides the matter and whose decision is binding on the parties. Arbitration will 261 be in accordance with the rules of the AAA or other arbitrator agreed on by the parties. Each party to any arbitration will pay its 262 own fees , costs and expenses, including attorneys' fees , and will equally split the arbitrators' fees and administrative fees of 263 arbitration . In a civil action to enforce an arbitration award , the prevailing party to the arbitration shall be entitled to recover from 264 the nonprevailing party reasonable attorneys' fees, costs and expenses. 265 ESCROW AGENT AND BROKER 266 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow and , 267 subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Contract, 268 including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed 269 items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence . If 270 Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will 271 recover reasonable attorneys' fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court 272 costs in favor of the prevailing party . All claims against Escrow Agent will be arbitrated , so long as Escrow Agent consents to 273 arbitrate. 274 16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts and representations that �I 275 are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts, determining the 276 effect of laws on the Property and transaction , status of title, foreign investor reporting requirements , etc. ) and for tax , property 277 condition , environmental and other specialized advice. Buyer acknowledges that Broker does not reside in the Property and that all 278 representations (oral , written or otherwise) by Broker are based on Seller representations or public records . Buyer agrees to rely 279 solely on Seller, professional inspectors and governmental agencies for verification of the Property condition and facts that 280 materially affect Property value. Buyer and Seller respectively will pay all costs and expenses, including reasonable attorneys' 281 fees at all levels , incurred by Broker and Broker's officers , directors , agents and employees in connection with or arising from 282 Buyer's or Seller's misstatement or failure to perform contractual obligations . Buyer and Seller hold harmless and release Broker 283 and Broker' s officers , directors , agents and employees from all liability for loss or damage based on ( 1 ) Buyer's or Seller's 284 misstatement or failure to perform contractual obligations; (2) Brokers performance, at Buyer's and/or Seller's request, of any task 285 beyond the scope of services regulated by Chapter 475 , F. S . , as amended , including Broker's referral , recommendation or retention 286 of any vendor; (3) products or services provided by any vendor; and (4) expenses incurred by any vendor. Buyer and Seller each 287 assume full responsibility for selecting and compensating their respective vendors. This paragraph will not relieve Broker of statutory 288 obligations. For purposes of this paragraph , Broker will be treated as a party to this Contract. This paragraph will survive closing . 289 17. BROKERS : The licensee(s) and brokerage(s) named below are collectively referred to as " Broker." Instruction to Closing 290 Agent: Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in 291 ' Buyer (� (_� and Seller ( t:Yn (_, acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages. VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS® All Rights Reserved This form produced by: lip drerFOn" / atili 800-336-1027 292' . separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent Broker has 293 retained such fees from the escrowed funds . In the absence of such brokerage agreements , closing agent will disburse brokerage 294 :fees as indicated below. This paragraph will not be used to modify any MLS or other offer of compensation made by Seller or listing 295 broker to cooperating brokers. 296 297* Bill Mills, Broker Real Estate & Management Group, Inc. 298 * Selling Sales Associate License No. Selling Firm/Brokerage Fee: ($ or % of Purchase Price) 3% 299* Melissa Mittag Peters, Cook & Company 300 * Listing Sales Associate License No. Listing Firm/Brokerage fee: ($ or % of Purchase Price) 3% 301 18. ADDITIONAL TERMS: 302 * Seller_Will within_(5)_days_of the_Effective_Date will deliver to_the_Buyer Survey_&-Environmental_Report. 303 * 304 * 305 * 306 * 307 * 308 * 309 * 310 * 311 * 312 * 313 * 314 * 315 * 316 * 317 * 318 * 319 * 320 * 321 * 322 * 323 * 324 * 325 * 326 * 327 * 328 * 329 * 330 331 332 333 334 * 335 * 336 * 337 * 338 * 339 * 340 * 341 * 342 * 343 * 344 * 345 * 346 * 347 * 348 * 349 * 350 * 351 352* Buyer and Seller acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages. VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS® All Rights Reserved This form Produced by: rr-LrL-'AR FOrflldAWt0 $ 600-336-1027 353' , Tlies is intended to be a legally binding contract. If not fully understood , seek the advice of an attorney prior to signing. #:34 , 6ti.At OFFEWAIJD ACCEPTANCE e-; r 354� (Check if applicable: �-' y,di clsmHq n Buyer received a written real property, dis ;e statement from Seller before making this Offer.) 355 Buyer offers to purchase the Property on the above term"sand contli i hi `, Unless this Contract is signed by Seller and a copy 356* delivered to Buyer no later than 5:30 a}riT : X ort ;,`� ' July 3, 2006 , this offer will be revoked 357 and Buyer's deposit refunded subject to clearance of{fuz S.' . r r � 358* Date: July 11 , 2006r Buyer 359* Print name: lndiahiRl✓er*0odnty Shcid1 re Disposal Distric 360* Date: Buyer: 361 * Phone: Print name: 362* Fax: Address: 164025th Street 363* E-mail: Vero Beach, FAL 3229660 364* Date:7. /- O (o Seller: 365* / Print name: �Yankee- �Melvin Properties, Inc" 366* Date:_?-I Oro Seller: 367* Phone: Print name: 368* Fax: Address: 1160 Breakers West Way 369* E-mail: West Palm Beach, FL 33411 COUNTER OFFER/REJECTION 370* ❑ Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver a copy 371 * of the acceptance to Seller by 5:00 p. m . on "41U—I y , 4�V�) El Seller rejects Buyer's offer. fa� 372* Effective Date: (The date on which the last party signed or initialed acceptance or the final offer.) 373* Buyer ( (� and Seller (G Uacknowledge receiptof a copy of this page, which is Page 7 of 7 Pages. The Florida Association of REALTORS and local Board/Association of REALTORS make no representation as to the legal validity or adequacy of any provision of this form in any specific transaction . This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR. REALTOR is a registered collective membership mark that may be used only by real estate licensees who are members of the National Association of REALTORS and who subscribe to its Code of Ethics. The copyright laws of the United Slates (17 U.S. Code) forbid the unauthorized reproduction of blank forms by any means including facsimile or computerized forms. VAC-8 Rev. 10/04 © 2004 Florida Association of REALTORS(R) Ail Rights Reserved This form produced by: r4uu°1F0rnK1rfatOr-0 8011336-1027 ROVED AS F j l: . < 0 L SUF 1 IE " WILLIAM K . EBRAAL ADDENDUM TO VACANT LAND CONTRACT I . A. TOTAL PURCHASE PRICE . The Total. Purchase Price of $665 ,000 . 00 ($ 163 ,390 . 66 per acre) is based on acreage estimates utilized in the appraisals obtained by the Buyer : including a total acreage of approximately 4 . 07 acres . This Agreement is contingent upon approval of the survey by Buyer. 2.A. ADJUSTMENT OF TOTAL PURCHASE PRICE. If, prior to closing and after review of the survey, environmental assessment or title, Buyer determines that the property contains less than 4 . 07 acres, the Total Purchase Price stated in paragraph I .A. shall be reduced in a pro rata amount commensurate with the decrease in the actual acreage. If , after review of the survey, environmental assessment or title, Buyer determines the Total Purchase Price exceeds the final County approved appraised value of the Property, or if the survey reveals less than 3 . 50 acres, Buyer shall, in it' s sole discretion, have the right to terminate this Agreement by written notice to Seller and neither party shall have any further obligations under this Agreement. 3 .A . ENVIRONMENTAL SITE ASSESSMENT. The Buyer may, at its expense and prior to the end of the Feasibility Study Period, conduct an environmental site assessment of the Property which meets the standard of practice of the American Society of Testing Materials (" ASTM ") . The examination of hazardous materials contamination shall be performed to the standard of practice of the ASTM, Practice E 1527 . For purposes of this Agreement "Hazardous Materials " shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4 .A.) . Any issues which arise from such use will be addressed in Buyer' s review of the environmental site assessment under paragraph 4 .A . hereof. 4 .A. HAZARDOUS MATERIALS . In the event that the environmental site assessment provided for in paragraph 3 .A. confirms the presence (or significant risk of the presence, as determined in Buyer' s sole discretion) of Hazardous Materials on the Property, Buyer, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Should Buyer elect not to terminate this Agreement, Seller shall , at his sole cost and expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into Poll compliance with any and all applicable federal, state or local laws, statutes, ordinances , rules, regulations or other governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials ("Environmental Law") . However, should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 5 % of the Total Purchase Price as stated in paragraph 1 . A. , Seller may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. 1A thp cirentthat Llazar-dQIN Mgtcrials plaaed OP IhG P ort. , .."; tLe plosipwand APLATerar QPJ rerwalingf th dQVJ !1 soribQd ; n paragraph Q of this A gryg. wN4 p F h p /t gil : atl . _ai44 plisL. 41. 0 GleaR up lse4lef's Sale eest and 12/ 10/04 Page 1 5 .A. SURVEY. Buyer may, at its sole cost and expense and prior to the Feasibility Study Period, obtain a current boundary survey of the Property prepared by a professional land surveyor licensed by the State of Florida which meets the standards and requirements of the County. The Survey shall be certified to Buyer, title insurer and closing agent, and the date of certification shall be within 90 days before the date of closing, unless this 90 day time period is waived by Buyer and by the title insurer for purposes of deleting the standard exceptions for survey matters and easements or claims of easements not shown by the public records from the owner's title policy . If the Survey shows any encroachment on the Property, or that improvements intended to be located on the Property encroach on the land of others, the same shall be treated as a title defect under this Agreement. 12/10/04 Page 2 HK : 1891 PG : 87 t - Prepared by: to-Ann Webster Security First Title Partners, Treasure Coast 1717 Indian River Boulevard, Suite 302 Vera Beach, Ficrida 32960 File Number: TC05223 "Schedule A " Part of Tracts 1643 , 1550 , 1549 and vacated 40 foot canal right - of -way of unsurveyed Township 31 South , Range 37 East , of the FELLSMERE FARMS COMPANY SUBDIVISION , according to the plat thereof , as filed in Plat Book 2 , pages 1 and 2 , of the Public Records of St . Lucie County, Florida , now lying and being in Indian River County, Florida , more particularly described as follows : Commence at a railroad spike at the intersection of the centerline of State Road 512 , 120 . 00 foot wide right - of way, as presently occupied at this location and the range line between Range 37 East and 38 East , Township 31 South ; Thence North 00003141 " West along said range line 60 . 07 feet to the North right -of - way of State Road 512 , thence South 87000139 " West along said right -of - way 1929 . 56 feet to the East line of a County Dump , as shown on Plat Book 10 , page 40C , of the Public Records cf Indian River County , Florida ; thence North 02059121 " West along said East line 139 . 69 feet to the North line of said dump ; thence South 89058105 ^ West along said North line of County Dump 15 . 77 feet to the Point of Beginning; Thence continue South 89058005 " West along the North line of said dump 104 . 89 feet ; Thence North 3403110711 West along North line of said dump 63 . 23 feet ; Thence South 55028153 " West along West line of said dump 307 . 73 feet ; Thence continue South 55028153 " West 68 . 57 feet to the intersection with a circular curve concave to the North having a radius of 7905 . 87 feet ; thence Westerly 68 . 46 feet along said curve through a central angle 00029146 " ; thence North 00005104 " West and parallel with the West line of Tract 1639 and Tract 1554 a distance of 439 . 15 feet ; thence North 89059 ' 05 " East 125 feet ; thence North 85016103 " East 395 . 88 feet ; thence South 00003 ' 41 " East , 309 . 31 feet to the Point of Beginning DEED Individual Warranty Deed with [<gal on Schedule A Closers' Chnice