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HomeMy WebLinkAbout2013-024A alos''/ao � ,3 Purchase and Sale Agreement (Vacant Land) This Purchase and Sale Agreement dated as of the Effective Date, as hereinafter defined, by and between : SELLER ATLAS FL I SPE , LLC, a North Carolina limited liability company 6905 N . Wickham Road, Suite 200 Melbourne, FL 32940 Telephone : (321 )-253 - 1170 Attention : Charles S . Giel, Senior Vice President BUYER Indian River County, a political subdivision of the State of Florida 1801 27h Street Vero Beach, FL 32960 Attn : Christopher Mora, Public Works Director Telephone : (772) 567- 8000 1 . SALE AND PURCHASE . Seller agrees to sell , assign, transfer and convey to Buyer, and the Buyer agrees to purchase from Seller the following : a. Property Description . The tract of land, situated in Indian River County, Florida, described on Exhibit " A" attached hereto and by this reference made a part hereof, which shall be deemed to include . i . All improvements, appurtenances, licensees , easements, rights-of--way, tenements and hereditaments, if any, incident thereto , if any, and any and all title and interest of Seller in and to all strips and gores and any land lying in the bed of any adjoining street. ii . All permits, approvals , vested rights or other governmental rights or benefits, if any, specifically associated or related to the above described property . b . Definition . Unless the context clearly requires otherwise, the property and rights described in subparagraph (a) above , and the subparagraphs thereof, are collectively called the " Property" six_snx: # 191001v2 1 2 . PURCHASE PRICE AND PAYMENT . In consideration of the conveyance of the Property to Buyer, Buyer shall pay to Seller the sum of One Hundred Sixty Thousand and No/ 100 ($ 160,000 . 00) Dollars (the "Purchase Price " ) payable to Seller as follows : a. Deposit . The Deposit shall be paid to the Escrow Agent, as defined below, upon Buyer ' s execution of this Agreement. $ 169000 .00 b . Cash at Closing . The balance of the Purchase Price , subject to the adjustments and prorations required by this Agreement, shall be paid by Buyer at Closing in the form of a cashiers check, drawn upon an Indian River County area bank or confirmed wire transfer. $ 144 ,000.00 c . Total Purchase Price . $ 1609000 .00 d . Deposit . If the Closing Date is more than thirty (30) days from the Effective Date of this Agreement, the Deposit shall be placed in an interest bearing account with a federally insured bank of Escrow Agent' s selection. Notwithstanding the foregoing, the Escrow Agent shall not be required to place the Deposit in an interest bearing account until such time as Buyer delivers to Escrow Agent a fully completed and executed W-9 reporting form as required by the Internal Revenue Service . Any earned interest shall be paid to or credited to Buyer unless Buyer defaults hereunder and Seller is entitled to retain the Deposit in which event Seller shall also be entitled to the interest earned thereon. e . Escrow Agent. The Deposit shall be held by SHUMAKER, LOOP & KENDRICK, LLP, 240 South Pineapple Avenue, Sarasota, FL 34236, Attn : Malcolm J. Pitchford, Esquire (the "Escrow Agent") subject to the terms and conditions of Paragraph 15 below. Buyer acknowledges and agrees that Escrow Agent represents Seller as legal counsel and that it shall not constitute a conflict of interest for Escrow Agent to act as the escrow agent under this Agreement and that, in the event of a dispute between Buyer and Seller, Escrow Agent may continue to represent Seller in connection with any such dispute . 3 . PROPERTY CONVEYED " AS IS " . EXCEPT AS EXPRESSLY STATED HEREIN , BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS , WARRANTIES (OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THE SPECIAL WARRANTY DEED , AS DEFINED BELOW) , PROMISES , COVENANTS , AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED , ORAL OR WRITTEN, PAST, PRESENT , OR FUTURE, OF , AS TO , CONCERNING OR WITH RESPECT sLK_sAR: a1910010 2 TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY THEREOF, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY OR THE TAX CONSEQUENCES OF OWNING SAME, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON , (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS , RULES , ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, OR PROFITABILITY, OF THE PROPERTY (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS , IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. SPECIFICALLY, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS , RULES , REGULATIONS , ORDERS OR REQUIREMENTS , INCLUDING THE EXISTENCE IN, ON, OR UNDER THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW) , BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AT THE CLOSING AGREES TO ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO THE PRESENCE OF ANY HAZARDOUS MATERIALS IN , ON, OR UNDER THE PROPERTY , BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR SELLER' S AGENT WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION . SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS , REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF , FURNISHED BY ANY REAL ESTATE BROKER, AGENT, OR OTHER PERSON , BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS " CONDITION AND BASIS WITH ALL FAULTS . BUYER UNDERSTANDS AND ACKNOWLEDGES THAT THE PROPERTY WAS ACQUIRED BY SELLER BY FORECLOSURE OR SIMILAR PROCEDING AND THAT SELLER' S KNOWLEDGE CONCERNING THE HISTORY, CONDITION OR OPERATION OF THE PROPERTY AND THE RIGHTS BEING PURCHASED BY BUYER IS LIMITED AND INCOMPLETE . IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING , TO THE EXTENT THAT THE SALE OF THE PROPERTY INCLUDES THE SLK_SAR: # 191001v2 3 SALE OF ANY INCIDENTAL OR RELATED PERSONAL PROPERTY, SELLER ALSO DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS , EXPRESS OR IMPLIED , CONCERNING THE CONDITION THEREOF INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS , INCLUDING BUT NOT LIMITED TO , ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS , MAY NOT HAVE BEEN REVEALED BY BUYER' S INSPECTIONS AND INVESTIGATIONS . THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. a. Hazardous Materials . The term " Hazardous Materials " shall mean any substance which is or contains (i) any "hazardous substance " as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U . S . C . § 9601 et seq. ) ( " CERCLA" ) or any regulations promulgated under or pursuant to CERCLA; (ii) any "hazardous waste " as now or hereafter defined in the Resource Conservation and Recovery Act (42 U . S . C . § 6901 et . seq. ) (" RCRA" ) or regulations promulgated under or pursuant to RCRA ; (iii) any substance regulated by the Toxic Substances Control Act ( 15 U . S . C . § 2601 et seq.) ; (iv) gasoline, diesel fuel , or other petroleum hydrocarbons ; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable ; (vi) polychlorinated biphenyls ; (vii) radon gas ; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Laws (as hereinafter defined) or the common law, or any other applicable laws relating to the Property . Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Laws ; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass . The term "Environmental Laws " shall mean all laws, ordinances, statutes, codes , rules, regulations , agreements, judgments, orders, and decrees, now or hereafter enacted, promulgated, or amended, of the United States , the states, the counties, the cities , or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial , toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil) . b . Release . Buyer, on behalf of itself and its heirs, successors and assigns hereby waives, releases, acquits and forever discharges Seller its officers , directors, shareholders, employees, agents, attorneys , representatives , and any other persons acting on behalf of Seller, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer or any of its heirs , successors or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property, including, without limitation, any Hazardous Materials in at, on, under or related to the Property, or any violation or potential violation of any Environmental Requirement applicable thereto (except any violation SLK_SAR: # 191001v2 4 directly caused by Seller's discharge of Hazardous Materials onto the Property) . Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement. 4 . INSPECTION PERIOD. VNEWEEMEN a. Inspection Period . From and after the Effective Date through 5 : 00 p .m. EST on that date which is forty-five (45 ) days after the Effective Date (the " Inspection Period "), upon reasonable notice to Seller, Seller shall afford to Buyer and authorized representatives of Buyer reasonable access to the Property in order that Buyer may have full opportunity to inspect the Property, conduct surveys and perform tests of the Property, subject to the following : (i) Buyer and its agents, officers , directors, partners, contractors , employees, successors and assigns (collectively, " Buyer' s Representatives " ) shall restore the Property to its prior condition, reasonable wear and tear excepted ; (ii) To the extent allowed by law and without waiving its sovereign immunity, Buyer and Buyer' s Representatives shall indemnify and hold Seller, its officers , directors , employees and agents, harmless from all loss, cost or damage, direct or indirect, including, without limitation, attorneys' fees, arising from the aforesaid investigations ; and (iii) Buyer's obligations pursuant to clauses (i) and (ii) shall survive the delivery of the Deed or earlier termination of this Agreement for any reason. b . Buyers Inspections . In furtherance of the foregoing, Buyer, at its sole cost, may perform or cause to be performed, on its own behalf and at its own expense, without limitation, an appraisal, engineering reports and other environmental site assessments, contract reviews and physical conditions of the Property. c . Termination of Agreement. If, on or before the expiration of the Inspection Period, Buyer, in Buyer' s sole discretion, determines that the results of any investigation conducted by Buyer pursuant to this Paragraph are not satisfactory to Buyer, or Buyer is unable to obtain any permits or approvals deemed necessary by Buyer, then, Buyer may, at Buyer' s option, notify Seller in writing, prior to the expiration of the Inspection Period, of Buyer' s election to terminate this Agreement. If Buyer so elects to terminate this Agreement pursuant to this provision, then the Deposit, together with all interest earned thereon, if any, shall be returned to Buyer and this Agreement shall thereupon terminate without recourse to the parties (except as otherwise provided in this Agreement) and without any obligation to pay brokerage commissions . In the event Buyer fails to so notify Seller of Buyer's termination of this Agreement prior to the expiration of the Inspection Period, (i) the Deposit shall become non-refundable and shall be deemed earned by Seller regardless of whether the transaction is consummated (unless such failure is the result of Seller' s material default) , and (ii) Buyer shall be deemed to have waived Buyer's right to terminate this Agreement under the terms of this Paragraph. Buyer agrees that, in the event this transaction is not consummated for any reason, Buyer shall furnish to Seller copies of any written reports or documents in respect of the Property paid for in whole or part by Seller and any original permits in the Buyers' possession. 5 . TITLE INSURANCE. a. Commitment. On or before twenty (20) days after the Effective Date , Seller shall deliver to Buyer, at Seller' s expense unless otherwise set forth herein, a binder for an ALTA Form SLK_SAR: # 191001v2 5 (Florida version) marketable title insurance policy (the " Commitment" ) , in the amount of the Purchase Price issued by Bridge Trust Title Group agreeing to issue to Buyer, upon the recording of the Deed heretofore mentioned, a title insurance policy, insuring Buyer's title to the Property subject only to the Permitted Exceptions, as hereinafter defined . Along with the Commitment, Seller shall deliver to Buyer copies of each document or instrument mentioned in Schedule B-2 of the Commitment. b . Title Defects. If Schedule B -2 of the Commitment contains any exception or defect which renders title to the Property unmarketable, the Buyer shall deliver to Seller written notice of Buyer's objections within five (5 ) days of the receipt of the Commitment (the "Title Review Period") . Such written notice shall specifically set forth the nature of Buyer's objections to title . In the event that Buyer shall fail to object to any matter set forth in the Commitment within the Title Review Period, such matter shall be deemed to be a " Permitted Exception" . The Seller shall have thirty (30) days after receipt of such notice or until the Closing Date, whichever date first occurs (the " Cure Period "), to either (i) cure or remove such defects and furnish to the Buyer appropriate evidence that same have been cured or removed ; or (ii) notify Buyer in writing that Seller is unable or unwilling to correct or remove such defect. By mutual written agreement, the parties may agree to extend the Cure Period . If such defects are cured or removed within the Cure Period, the sale and purchase shall be closed on the later of: ten ( 10) days after delivery to the Buyer of evidence that said defects have been cured or removed ; or the Closing Date set forth herein. If the Seller fails or is unable or unwilling to cure said defects within the Cure Period provided above, the Buyer shall have the option, to be exercised in its sole discretion : to complete the purchase and accept title to the Property subject to such defects within : ten ( 10) days after receipt of written notice from the Seller that Seller is unable or unwilling to cure or remove such defects ; or Buyer shall notify the Seller in writing within the said ten ( 10) day period that it elects to terminate this Agreement and not complete the purchase, in which event the Buyer shall be entitled to an immediate refund by the Escrow Agent of the Deposit plus accrued interest thereon, if any, whereupon all rights and liabilities of the parties hereto to each other shall end. Upon such termination, Buyer shall return to the Seller the Commitment, all title papers , and Buyer's copies of this Agreement. c . Standard Exceptions . Standard printed exceptions relating to parties in possession, and construction liens shall be deleted at closing upon delivery to the Title Company by Seller of an owner's affidavit meeting the requirements of Florida Law and in form acceptable to the Title Company (provided that if the Property is occupied by tenants under written or oral leases, the exception relating to parties in possession shall be deleted except for such tenants) . Standard exceptions relating to boundary encroachments and similar matters and unrecorded easements and related rights shall be deleted upon delivery to the Title Company prior to the Closing Date of the current Survey as defined in Paragraph 6 below (with reasonable exceptions for the matters shown thereon) . Standard exceptions relating to filled lands or sovereign rights shall only be removed upon delivery to the Title Company of a Survey together with such other documentation as may be required by the Title Company, evidencing that such exceptions are not relevant to the Property. The Seller shall only be responsible for delivery of the owner' s affidavit described above . Except with respect to the Owner' s Affidavit mentioned above , Buyer shall be responsible for delivery of the Survey and other evidence described above . SLK_SAR: # 191001v2 6 6 . SURVEY . During the period set forth above during which Seller must deliver a Commitment to Buyer, Buyer may obtain a current survey of the Property (the " Survey") . In order for the Title Company to remove the standard survey exceptions as described in 5 (c) above, the Survey must be prepared in accordance with the minimum requirements adopted by the F . S . P . L . S . , Fla. Admin. Code and the F . L. T . A . In the event that the Survey discloses an encroachment or setback violation which will preclude the Title Company from deleting the survey exception on the owner ' s policy of title insurance referenced in Paragraph 5 (a) above, the same shall be deemed a title defect hereunder and the provisions of Paragraph 5 (b) above relating to Buyer ' s delivery of notice of the defect and Seller ' s right to cure same shall control . Any other survey requirements set forth in the Commitment shall also be complied with, including a surveyor' s certificate in a form acceptable to the Title Company . 7 . CLOSING. a. Closing. The closing (the " Closing" ) shall be held at 10 : 00 a.m . on or before sixty (60) days from the Effective Date (the " Closing Date " ) , unless the parties mutually agree upon another time or date . Closing shall take place at the offices of Seller' s Counsel or such other place as the parties may agree . b . Possession . Possession of the Property shall be delivered to Buyer at the Closing, subject to the Permitted Exceptions and subject to tenants in possession. c . Proration of Taxes and Other Expenses and Profits . At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows : i . All rents, income and operating expenses with respect to the Property, if any, for the month in which the Closing occurs , and real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated as of the date of Closing . ii . If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, with full discounts applied . Subsequent to the Closing, the parties agree that there shall be no adjustment of such taxes . If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Buyer shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date . d . Utilities . Utilities serving the Property shall not be prorated. On the day following closing, Seller shall have each utility provider render a final bill through said date and Seller shall on SLK_SAR: # 191001v2 7 said date terminate all such accounts and be entitled to receive a refund of any and all utility deposits . Buyer shall be solely responsible for establishing new accounts with such utility providers in Buyer's own name . e . Insurance . Any insurance coverage maintained by Seller shall not be prorated at Closing . On the day following Closing, Seller shall have the right to cancel any existing policy of insurance and receive a full refund of all unearned premiums . Buyer shall solely responsible for obtaining such new insurance coverage for the Property as Buyer deems appropriate . f. Service Contracts . Seller shall cancel all service contracts, if any, affecting the Property unless Buyer has assumed responsibility therefore . g . Survival of Paragraph . The agreements of Seller and Buyer set forth in this Paragraph shall survive the Closing . 8 . CLOSING COSTS. Unless otherwise set forth herein or in any addendum attached hereto , the closing costs associated with this transaction shall be paid as follows : Seller shall pay : a. The cost of the Owner ' s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto . b . The documentary stamps to be attached to the Deed. c . The cost of curing any title conditions subject to the provisions of this Agreement. d . Seller' s attorney fees . Buyer shall pay : e . The recording fee required to record the Deed . f. The cost of the Survey referenced in Paragraph 6 above . g. All financing costs and fees associated with the closing of any loan obtained by Buyer. h. The cost of all Mortgagee Title Insurance Policies or Endorsements required by Buyer' s lender. i . The costs of all due diligence inspections and reports obtained by Buyer. j . Buyer' s attorney fees . SLK_SAR: # 191001v2 8 9 . CLOSING DOCUMENTS AND OBLIGATIONS. a. Seller' s Obligations at the Closing. At the Closing, Seller shall deliver to Buyer the following documents, as applicable : i . Deed. Special Warranty Deed (the "Deed" ) executed by Seller conveying the Property to Buyer subject to no exceptions other than the Permitted Exceptions, and tenants in possession. ii . FIRPTA Affidavit. An affidavit of Seller certifying that Seller is not a " foreign person, " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended . iii . Owner' s Affidavit. An executed affidavit or other document acceptable to the Title Company in issuing the Owner's Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession (except tenants under written or oral leases) , as applicable . iv . Leases. Copies of all Leases and security deposits, if any, in the possession of Seller. Seller shall have no liability to Buyer for any tenant security deposits or prepaid rents not actually paid to Seller. v . Contracts . Copies of all service contracts, if any, affecting the Property which are in the possession of Seller. vi . Form Notice to Tenants. If applicable, a form Notice to Tenant notifying same of the sale and transfer and providing the name and address of the Buyer. vii . Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc . viii . Assignment of Governmental Permits and Approvals. An Assignment of Governmental Permits and Approvals executed by Seller assigning all of Seller ' s right, title and interest, if any, in and to all governmental approvals , consents, permits, waivers and impact fees or density credits specifically related to the Property . b . Buyer' s Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the following : i . Purchase Price. The Purchase Price by confirmed wire transfer of immediately available U . S . funds ; ii . Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Buyer for the purchase of the Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Buyer in connection with Closing ; and SLK SAR: # 191001v2 9 Other Documentation . Such other documents as may be reasonable and necessary in the opinion of the Seller or its counsel to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement. 10 . RISK OF LOSS . a. Condemnation . If, prior to the Closing, action is initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, Buyer may either (a) terminate this Agreement by written notice to Seller delivered to Seller within ten ( 10) days following the date that Seller delivers to Buyer written notice of such proposed taking, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Buyer at the Closing. b . Casualty . Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of five percent (5%) of the Purchase Price prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Buyer may either (a) terminate this Agreement by written notice to Seller delivered to Seller within ten ( 10) days following the date that Seller delivers to Buyer written notice of such casualty and Seller' s intent not to repair, or (b) consummate the Closing, in which event the proceeds of any insurance not exceeding the Purchase Price and covering such damage shall be assigned to Buyer at the Closing. If the Property, or any part thereof, suffers any damage less than the aforementioned amount prior to the Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage at the Closing . In the event of casualty damage pursuant to this Paragraph, the Closing Date shall be postponed for a reasonable period (not to exceed thirty (30) days) to permit Seller to do so . ll . DEFAULTS . a. Breach by Seller. If Seller breaches this Agreement, Buyer may, as Buyer's sole and exclusive remedy hereunder, terminate this Agreement and thereupon shall be entitled to the immediate return of the Deposit as well as liquidated damages in the amount of One Hundred and No/ 100 ($ 100 . 00) Dollars (and not as a penalty) or in the alternative, Buyer may prior to that date that is ten ( 10) days following the original scheduled or mutually agreed upon extended Closing Date , bring an action for specific performance of this Agreement (but in connection therewith shall not be entitled to damages as a result of Seller' s breach or delay) . Seller and Buyer have made the above provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and that these sums represent reasonable compensation to Buyer for such breach. In no event shall Seller be liable to Buyer for any actual , punitive , speculative , consequential or other damages of any kind. b . Breach by Buyer. If Buyer breaches this Agreement, Seller may, as Seller' s sole remedy and relief hereunder, terminate this Agreement and thereupon be entitled to receive the Deposit as liquidated damages (and not as a penalty) . Seller and Buyer have made the above provision for liquidated damages because it would be difficult to calculate , on the date hereof, the SLK SAR: # 191001v2 10 amount of actual damages for such breach, and that these sums represent reasonable compensation to Seller for such breach. c . Return/Delivery of Deposit. In the event the Deposit is returned to the Buyer, as provided in subparagraph a. above, or delivered to the Seller, as provided in subparagraph b . above , upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specifically required to survive closing or termination of this Agreement as set forth herein. 12 . OPERATIONS PENDING CLOSING. From the Effective Date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted . 13 . NOTICES All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either : (i) personally delivered to the intended recipient; (ii) three (3 ) business days after having been sent, by certified or registered mail , return receipt requested, addressed to the intended recipient at the address specified herein; or (iii) at 5 : 00 p .m . of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, Emery, or Purolator, addressed to such party at the address specified herein. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal . For purposes of this Paragraph, the addresses of the parties for all notices are as set forth in the Preamble of this Agreement (unless changed by similar notice in writing given by the particular person whose address is to be changed) . 14 . BROKERAGE. Seller and Buyer warrant each to the other (and it is agreed that this warranty shall survive delivery of the deed) that no broker or agent has been employed with respect to the sale of the Property except Realty Masters Advisors , LLC (the 'Broker" ) . Each party agrees to indemnify and hold harmless the other from any claim made by brokers or agents who claim to act for the party sought to be charged for a commission, compensation, brokerage fees, or similar payment in connection with this transaction and against any and all expense or liability arising out of any such claim other than the Broker. Seller shall pay the commission owed to Broker, pursuant to a separate listing of commission agreement, only as, when and if the sale is closed, but not otherwise . 15 . ESCROW AGENT . The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining such Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent' s gross negligence . In the event of a SLK SAR: # 191001v2 11 dispute , Escrow Agent may deposit the funds held by it in the court registry and the parties agree to indemnify Escrow Agent from any costs or fees associated therewith. Escrow Agent may reasonably rely upon the written or oral directions of the parties without verifying the accuracy thereof. 16 . RADON. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES , MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME . LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT . THIS DISCLOSURE IS REQUIRED BY FLORIDA LAW TO BE CONTAINED IN ALL CONTRACTS FOR SALE OR LEASE OF BUILDINGS . 17 . MISCELLANEOUS. a. Entire Agreement . This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. b . Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby . c . Headings . The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. d . Time of Essence . TIME IS OF THE ESSENCE OF THIS AGREEMENT; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. e . Governing Law . This Agreement shall be governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in such State . All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto . f. Successors and Assigns ; Assignment . This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective heirs, executors , administrators, personal and legal representatives, successors and assigns . Notwithstanding the above, Buyer shall not assign Buyer ' s rights under this Agreement without the prior written consent of Seller. g. Invalid Provision . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws , such provision shall be fully severable ; this Agreement shall be construed and enforced as if such illegal , invalid or unenforceable provision had never SLK SAR: # 191001v2 12 comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal , invalid, or unenforceable provision or by its severance from this Agreement. h. Attorneys' Fees . In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings . i . Multiple Counterparts . This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one ( 1 ) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. J . Date of this Agreement . This Agreement shall not be effective unless signed by both Buyer and Seller. As used in this Agreement, the term "Effective Date " shall mean and refer to the date of execution of the last of Buyer or Seller to execute this Agreement. k. Relation to Seller/Prior Owner. Buyer represents and warrants that neither Buyer nor any of its principals or any entity owned or controlled by Buyer or any of its principals or any entity in which the Buyer or any of its principals has a legal or equitable ownership interest in is affiliated in any manner with Seller or any entity owned or controlled by Seller or any entity in which Seller has a legal or equitable ownership interest. 18 . APPROVAL OF COUNTY COMMISSION. Notwithstanding anything herein to the contrary, the Buyer' s obligations under this Agreement shall be subject to and contingent upon approval of this Agreement by the Indian River County Board of Commissioners within the Inspection Period . 19 . ACCEPTANCE . The offer by the first party to execute this Agreement to sell or buy the Property shall terminate unless this Agreement is accepted and executed by the other party on or before SLK SAR: # 191001v2 13 IN WITNESS WHEREOF , the Buyer and Seller have executed this Agreement as of the Effective Date . Signed, sealed and delivered in the presence of: Seller WITNESSES : ATLAS FL I SPE, LLC , a North Carolina limited, liability company /; al Print Name : ffi Charles S . Giel As Its : Senior Vice President Print 99Y& Date : II,,Ilffii KKtt iaN@-mwf As to Buyer : •+wr�rrwrerra4 BOARD OF COUNTY COMMISSIONERPiz;NV% • • . ., * •*.. INDIAN RIVER COUNTY, FLORIDA %.'kOct :• `, BY . Ps E . Flescher, Chairman '•. .;:does s 00 , 0000000 : �'\ N BCCdo 02-05- 13 4�'?•��gNRIVER ��' Approved : B Joe h A. aird ty Administrator \ , Attest : Jeffrey R. Smith, Clerk of Court a ,G A Comptroller r • i •• B •44/�/O/ loss ,s 4eputy Jerk Approved as to form and legal sufficiency lor ss-Ank� 4i"IliamK. DeBraa Deputy County Attorney SLK SAR: # 191001v2 14 EXHIBIT "A" The South 3 . 48 acres of the East 8 .48 acres of the West 18 . 48 acres of Tract 16 , Section 23 , Township 33 South, Range 39 East, according to the last general plat of the INDIAN RIVER FARMS COMPANY, filed in the Office of the Clerk of the Court of St . Lucie County, Florida, in Plat Book 2 , Page 25 , said land now lying in Indian River County, Florida. SLK_SAR: # 191001v2 15 (2�: ` 3120130027965 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH , CLERK OF COURT INDIAN RIVER COUNTY FL BK: 26564PD $ 1120 - 00 page 1 of 2 5162013 2: 26 PM D DOCTAX This Instrument Prepared By : Malcolm J . Pitchford, Esquire Shumaker, Loop & Kendrick, LLP P . O . Box 49948 Sarasota, FL 34230 -6948 SPECIAL WARRANTY DEED This Special Warranty Deed is made by ATLAS FL I SPE , LLC , a North Carolina limited liability company, hereinafter referred to as "Grantor, " to INDIAN RIVER COUNTY , a political subdivision of the State of Florida, whose post office address is 1801 27th Street, Vero Beach, FL 32960 , hereinafter referred to as " Grantee . " 1 )�- Grantor, in consideration of the sum of Ten and No/ 100 ($ 10 . 00) Dollars and for other z good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, r ' 2 hereby conveys to Grantee the following described real property in Indian River County, Florida : co a o The South 3 .48 acres of the East 8 . 48 acres of the West 18 . 48 acres of Tract 16 , Section 23 , Township 33 South , Range 39 East, according to the last I general plat of the INDIAN RIVER FARMS COMPANY, filed in the Office of the Clerk of the Court of St. Lucie County, Florida, in Plat Book 2 , Page 25, said land now lying in Indian River County, Florida . z Cr The Property Appraiser' s Parcel Identification Number for the above described property Wis : 33 - 39 -23 -00001 - 0160 - 00002/0 . Subject to valid easements , reservations and restrictions of record, governmental regulations and real property taxes for the current year. Grantor hereby covenants with Grantee that the property is free of all encumbrances made by Grantor and that Grantor does hereby warrant and defend the title to the property against the lawful claims of all persons claiming by, through or under Grantor, but not otherwise . Executed on the 27th day of March, 2013 . SLK_SAR: # 201738v1 1 f WITNESSES : ATLAS FL I SPE, LLC, a North Carolina limited liability company GAa ss By . Print ame : vir_ mD 21 ,, c, �rn Charlie GK as ice President Address : 6905 N . Wickham Rd . , Suite 200 _ Melbourne FL 32940 Print Name : Tat sA K e� ieU STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this 22— day of March, 2013 , by Charlie Giel , as the Vice President of ATLAS FL I SPE, LLC , a North Carolina limited liability company, on behalf of the company. 4r 1 COX& too Notary Public Print Name : My Commission Expires . Personally Known � (OR) Produced Identification Type of identification produced ;iVICTORIA COSTA sPl A Commission # DD 947782 Expires February 1 , 2014 Balled Thru Toy Fain Insurance 800.385-7019 (MJP/dh-B00269 - 156482) SLK_SAR: #201738v1 2 J OWNER ' S POLICY OF TITLE INSURANCE (with Florida Modifications) * Policy Number 0XFL -08160168 File Number: CM187001809 * * * Issued by Old Republic National Title Insurance Company * * Any notice of claim and any other notice or statement in writing required to be given to the * * Company under this Policy must be given to the Company at the address shown in Section 18 * ** of the Conditions. * * COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS , OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation (the " Company' ) insures, as of Date of Policy, against loss or damage , not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1 . Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title . This Covered Risk includes but is not limited to insurance against loss from (a ) A defect in the Title caused by ( i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ( ii ) failure of any person or Entity to have authorized a transfer or conveyance; ( iii ) a document affecting Title not properly created , executed, witnessed , sealed, acknowledged , notarized , or delivered; ( iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi ) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii ) a defective judicial or administrative proceeding . ( b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable , but unpaid . (c ) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land . The term " encroachment' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land . 3 . Unmarketable Title . 4 . No right of access to and from the Land . 5 . The violation or enforcement of any law, ordinance, permit, or governmental regulation ( including those relating to building and zoning ) restricting, regulating , prohibiting , or relating to (a ) the occupancy, use , or enjoyment of the Land; ( b) the character, dimensions, or location of any improvement erected on the Land ; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice . In Witness Whereof, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory of the Company. Policy Issuer: Countersigned: BB&T INSURANCE SERVICES, INC. D/B/A BRIDGETRUST TITLE GROUP OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 360 CENTRAL AVE. , STE 190 an Com ST PETERSBURG, FL 33701 A StockCompany PHONE: 727=602=3807 400 Second Avenue South, Minneapolis, Minnesota 55401 (612) 3714111 S By � � '`' President Authe W8010er or b Agent / ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) Attest Secretary 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action , describing any part of the Land, is recorded in the Public Records , but only to the extent of the enforcement referred to in that notice . 7 . The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land , is recorded in the Public Records . 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge . 9 . Title being vested other than as stated in Schedule A or being defective ( a ) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or ( b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records ( i ) to be timely, or ( ii ) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10 . Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys ' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions . EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of ( b) not Known to the Company, not recorded in the Public this policy, and the Company will not pay loss or damage, costs, Records at Date of Policy, but Known to the Insured Claimant attorneys ' fees, or expenses that arise by reason of: and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an 1 . (a ) Any law, ordinance, permit, or governmental regulation Insured under this policy; ( including those relating to building and zoning) restricting, (c) resulting in no loss or damage to the Insured Claimant; regulating , prohibiting, or relating to (d ) attaching or created subsequent to Date of Policy; or (e ) resulting in loss or damage that would not have been ( i ) the occupancy, use, or enjoyment of the Land; sustained if the Insured Claimant had paid value for the Title . ( ii ) the character, dimensions, or location of any improvement erected on the Land ; 4. Any claim, by reason of the operation of federal bankruptcy, state ( iii) the subdivision of land; or insolvency, or similar creditors ' rights laws, that the transaction ( iv) environmental protection ; vesting the Title as shown in Schedule A, is or the effect of any violation of these laws, (a ) a fraudulent conveyance or fraudulent transfer; or ordinances, or governmental regulations . This ( b) a preferential transfer for any reason not stated in Covered Exclusion 1 (a ) does not modify or limit the Risk 9 of this policy. coverage provided under Covered Risk 5 . ( b) Any governmental police power. This Exclusion 1 ( b) does 5. Any lien on the Title for real estate taxes or assessments imposed not modify or limit the coverage provided under Covered Risk 6 . by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument 2 . Rights of eminent domain . This Exclusion does not modify or limit of transfer in the Public Records that vests Title as shown in the coverage provided under Covered Risk 7 or 8 . Schedule A. 3 . Defects, liens, encumbrances, adverse claims, or other matters (a ) created, suffered, assumed , or agreed to by the Insured Claimant; ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modifications) Page 2 CONDITIONS 1 , DEFINITION OF TERMS purchase, lease , or lend if there is a contractual condition requiring The following terms when used in this policy mean : the delivery of marketable title . (a ) "Amount of Insurance" : The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased 2 . CONTINUATION OF INSURANCE by Section 8(b), or decreased by Sections 10 and 11 of these Conditions . The coverage of this policy shall continue in force as of Date of (b) " Date of Policy" : The date designated as " Date of Policy" in Policy in favor of an Insured , but only so long as the Insured retains Schedule A. an estate or interest in the Land , or holds an obligation secured by (c) " Entity" : A corporation , partnership, trust, limited liability a purchase money Mortgage given by a purchaser from the Insured ,or only so long as the Insured shall have liability by reason of company, or other similar legal entity. warranties in any transfer or conveyance of the Title . This policy (d ) " Insured " : The Insured named in Schedule A. shall not continue in force in favor of any purchaser from the ( i ) The term " Insured" also includes Insured of either ( i ) an estate or interest in the Land , or ( ii ) an (A) successors to the Title of the Insured by operation of law as obligation secured by a purchase money Mortgage given to the distinguished from purchase, including heirs, devisees, survivors, Insured . personal representatives, or next of kin; ( B) successors to an Insured by dissolution, merger, consolidation, 3 . NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT distribution, or reorganization; The Insured shall notify the Company promptly in writing ( i) in case (C) successors to an Insured by its conversion to another kind of of any litigation as set forth in Section 5( a ) of these Conditions, ( ii) Entity; in case Knowledge shall come to an Insured hereunder of any claim ( D ) a grantee of an Insured under a deed delivered without of title or interest that is adverse to the Title, as insured, and that payment of actual valuable consideration conveying the Title might cause loss or damage for which the Company may be liable ( 1 ) if the stock, shares, memberships, or other equity by virtue of this policy, or ( iii ) if the Title, as insured , is rejected as interests of the grantee are wholly- owned by the Unmarketable Title. If the Company is prejudiced by the failure of named Insured, the Insured Claimant to provide prompt notice, the Company' s (2) if the grantee wholly owns the named Insured, liability to the Insured Claimant under the policy shall be reduced (3 ) if the grantee is wholly-owned by an affiliated to the extent of the prejudice . Entity of the named Insured, provided the affiliated 4. PROOF OF LOSS Entity and the named Insured are both wholly-owned In the event the Company is unable to determine the amount of by the same person or Entity, or loss or damage, the Company may, at its option, require as a condition (4) if the grantee is a trustee or beneficiary of a trust of payment that the Insured Claimant furnish a signed proof of loss. created by a written instrument established by the The proof of loss must describe the defect, lien , encumbrance, or Insured named in Schedule A for estate planning other matter insured against by this policy that constitutes the purposes , basis of loss or damage and shall state, to the extent possible, the ( ii ) With regard to (A), ( B), ( C), and ( D ) reserving , however, all rights basis of calculating the amount of the loss or damage . and defenses as to any successor that the Company would have had against any predecessor Insured . 5 . DEFENSE AND PROSECUTION OF ACTIONS (a ) Upon written request by the Insured, and subject to the options ( e ) " Insured Claimant" : An Insured claiming loss or damage. ( contained in Section 7 of these Conditions, the Company, at its f) " Knowledge " or " Known " : Actual knowledge, not constructive knowledge or notice that maybe imputed to an Insured by reason of own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts the Public Records or any other records that impart constructive a claim covered by this policy adverse to the Insured. This obligation notice of matters affecting the Title . is limited to only those stated causes of action alleging matters (g) " Land" : The land described in Schedule A, and affixed improvements insured against by this policy. The Company shall have the right to that by law constitute real property. The term " Land " does not select counsel of its choice ( subject to the right of the Insured to include any property beyond the lines of the area described in object for reasonable cause) to represent the Insured as to those Schedule A, nor any right, title, interest, estate , or easement in stated causes of action . It shall not be liable for and will not pay abutting streets, roads, avenues, alleys, lanes, ways, or waterways, the fees of any other counsel . The Company will not pay any fees, but this does not modify or limit the extent that a right of access to costs, or expenses incurred by the Insured in the defense of those and from the Land is insured by this policy. causes of action that allege matters not insured against by this policy. ( h ) " Mortgage" : Mortgage, deed of trust, trust deed , or other security ( b) The Company shall have the right, in addition to the options instrument, including one evidenced by electronic means authorized contained in Section 7 of these Conditions, at its own cost, to by law. institute and prosecute any action or proceeding or to do any ( i ) " Public Records " : Records established under state statutes at other act that in its opinion may be necessary or desirable to Date of Policy for the purpose of imparting constructive notice of establish the Title, as insured , or to prevent or reduce loss or matters relating to real property to purchasers for value and without damage to the Insured . The Company may take any appropriate action under the terms of this policy, whether or not it shall be Knowledge . With respect to Covered Risk 5(d ), " Public Records " liable to the Insured . The exercise of these rights shall not be an shall also include environmental protection liens filed in the records admission of liability or waiver of any provision of this policy. of the clerk of the United States District Court for the district where If the Company exercises its rights under this subsection , it must the Land is located . do so diligently. (j ) "Title" : The estate or interest described in Schedule A. (c ) Whenever the Company brings an action or asserts a defense (k) " Unmarketable Title" : Title affected by an alleged or apparent as required or permitted by this policy, the Company may pursue matter that would permit a prospective purchaser or lessee of the the litigation to a final determination by a court of competent Title or lender on the Title to be released from the obligation to jurisdiction , and it expressly reserves the right, in its sole ORT Form 4309 FL I discretion, to appeal any adverse judgment or order. ALTA owners Policy of Title Insurance 6-17-06 (with Florida Modifications) Page 3 f CONDITIONS (con 't) 6 . DUTY OF INSURED CLAIMANT TO COOPERATE policy. In addition, the Company will pay any costs, attorneys ' fees, (a ) In all cases where this policy permits or requires the Company and expenses incurred by the Insured Claimant that were authorized to prosecute or provide for the defense of any action or proceeding by the Company up to the time of payment and that the Company is and any appeals, the Insured shall secure to the Company the right obligated to pay; or to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for ( ii ) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, this purpose. Whenever requested by the Company, the Insured, attorneys ' fees, and expenses incurred by the Insured Claimant that at the Company' s expense, shall give the Company all reasonable were authorized bl the Company up to the time of payment and that aid ( i) in securing evidence, obtaining witnesses, prosecuting or the Company is obligated to pay. defending the action or proceeding, or effecting settlement, and ( ii) in any other lawful act that in the opinion of the Company may Upon the exercise by the Company of either of the options provided be necessary or desirable to establish the Title or any other matter for in subsections ( b)( i) or ( ii ), the Company' s obligations to the as insured. If the Company is prejudiced by the failure of the Insured under this policy for the claimed loss or damage, other than Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any liability or obligation to defend, prosecute, or continue any litigation, litigation . with regard to the matter or matters requiring such cooperation . (b) The Company may reasonably require the Insured Claimant to g . DETERMINATION AND EXTENT OF LIABILITY submit to examination under oath by any authorized representative This policy is a contract of indemnity against actual monetary loss or of the Company and to produce for examination, inspection , and damage sustained or incurred by the Insured Claimant who has suffered copying , at such reasonable times and places as may be designated loss or damage by reason of matters insured against by this policy. by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, this The extent liability the Company for loss or damage under this policy shallll not exceed the lesser of memoranda , correspondence, reports, e-mails, disks, tapes, and ( i ) the Amount of Insurance; or videos whether bearing a date before or after Date of Policy, that ( ii ) the difference between the value of the Title as insured and the reasonably pertain to the loss or damage. Further, if requested by value of the Title subject to the risk insured against by this policy. any authorized representative of the Company, the Insured Claimant ( b) If the Company pursues its rights under Section 5 of these shall grant its permission, in writing, for any authorized representative Conditions and is unsuccessful in establishing the Title, as insured, of the Company to examine, inspect, and copy all of these records ( i ) the Amount of Insurance shall be increased by 10 % , and in the custody or control of a third party that reasonably pertain to ( ii ) the Insured Claimant shall have the right to have the loss or the loss or damage. All information designated as confidential by damage determined either as of the date the claim was made by the Insured Claimant provided to the Company pursuant to this the Insured Claimant or as of the date it is settled and paid . Section shall not be disclosed to others unless, in the reasonable (c) In addition to the extent of liability under (a ) and ( b), the Company judgment of the Company, it is necessary in the administration of will also pay those costs, attorneys' fees, and expenses incurred in the claim. Failure of the Insured Claimant to submit for examination accordance with Sections 5 and 7 of these Conditions . under oath , produce any reasonably requested information, or grant permission to secure reasonably necessary information from g . LIMITATION OF LIABILITY third parties as required in this subsection , unless prohibited by (a ) If the Company establishes the Title, or removes the alleged law or governmental regulation , shall terminate any liability of the defect, lien, or encumbrance, or cures the lack of a right of access Company under this policy as to that claim . to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including 7 . OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; litigation and the completion of any appeals, it shall have fully TERMINATION OF LIABILITY performed its obligations with respect to that matter and shall not Incase of a claim under this policy, the Company shall have the be liable for any loss or damage caused to the Insured . following additional options : ( b) In the event of any litigation , including litigation by the Company (a ) To Pay or Tender Payment of the Amount of Insurance . or with the Company' s consent, the Company shall have no liability To pay or tender payment of the Amount of Insurance under this for loss or damage until there has been a final determination by a policy together with any costs, attorneys ' fees, and expenses incurred by the Insured Claimant that were authorized by the i adverse to the Title, insured . court of competent jurisdiction, and disposition of all appeals, Company up to the time of payment or tender of payment and that (c ) The Company shall not be liable for loss or damage to the the Company is obligated to pay. Insured for liability voluntarily assumed by the Insured in settling Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other any claim or suit without the prior written consent of the Company. than to make the payment required in this subsection, shall terminate, 10 . REDUCTION OF INSURANCE; REDUCTION OR TERMINATION including any liability or obligation to defend , prosecute , or contin- OF LIABILITY ue any litigation . All payments under this policy, except payments made for costs, ( b) To Pay or Otherwise Settle With Parties Other Than the Insured attorneys ' fees, and expenses, shall reduce the Amount of Insurance or With the Insured Claimant. by the amount of the payment. ( i ) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6.17-06 (with Florida Modifications) Page 4 r CONDITIONS (con 't) 11 , LIABILITY NONCUMULATIVE 15. LIABILITY LIMITED TO THIS POLICY, POLICY ENTIRE The Amount of Insurance shall be reduced by any amount the Company CONTRACT pays under any policy insuring a Mortgage to which exception is taken (a ) This policy together with all endorsements, if any, attached to it in Schedule B or to which the Insured has agreed, assumed, or taken by the Company is the entire policy and contract between the subject, or which is executed by an Insured after Date of Policy and Insured and the Company. In interpreting any provision of this which is a charge or lien on the Title, and the amount so paid shall be policy, this policy shall be construed as a whole . deemed a payment to the Insured under this policy. ( b) Any claim of loss or damage that arises out of the status of the 12 . PAYMENT OF LOSS Title or by any action asserting such claim whether or not based on When liability and the extent of loss or damage have been definitely negligence shall be restricted to this policy.(c) Any amendment of or endorsement to this policy must be in fixed in accordance with these Conditions, the payment shall be made writing and authenticated by an authorized person , or expressly within 30 days . incorporated by Schedule A of this policy. 13 . RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (d ) Each endorsement to this policy issued at any time is made a (a ) Whenever the Company shall have settled and paid a claim part of this policy and is subject to all of its terms and provisions.under this policy, it shall be subrogated and entitled to the rights of Except as the endorsement expressly states, it does not ( i) modify any of the terms and provisions of the policy, ( ii ) modify any prior the Insured Claimant in the Title and all other rights and remedies endorsement, ( iii ) extend the Date of Policy, or ( iv) increase the in respect to the claim that the Insured Claimant has against any Amount of Insurance . person or property, to the extent of the amount of any loss, costs, attorneys ' fees, and expenses paid by the Company. If requested 16 . SEVERABILITY by the Company, the Insured Claimant shall execute documents to In the event any provision of this policy, in whole or in part, is held evidence the transfer to the Company of these rights and remedies . invalid or unenforceable under applicable law, the policy shall be The Insured Claimant shall permit the Company to sue, compromise, deemed not to include that provision or such part held to be invalid, but or settle in the name of the Insured Claimant and to use the name all other provisions shall remain in full force and effect. of the Insured Claimant in any transaction or litigation involving these rights and remedies . 17 . CHOICE OF LAW, FORUM If a payment on account of a claim does not fully cover the loss of (a ) Choice of Law: The Insured acknowledges the Company has the Insured Claimant, the Company shall defer the exercise of its underwritten the risks covered by this policy and determined the right to recover until after the Insured Claimant shall have recovered premium charged therefor in reliance upon the law affecting interests its loss. in real property and applicable to the interpretation, rights, remedies, ( b) The Company' s right of subrogation includes the rights of the or enforcement of policies of title insurance of the jurisdiction Insured to indemnities, guaranties, other policies of insurance, or where the Land is located . bonds, notwithstanding any terms or conditions contained in those Therefore, the court or an arbitrator shall apply the law of the instruments that address subrogation rights . jurisdiction where the Land is located to determine the validity of 14. ARBITRATION claims against the Title that are adverse to the Insured and to Unless prohibited by applicable law, arbitration pursuant tothe Title interpret and enforce the terms of this policy. In neither case shall Insurance Arbitration Rules of the American Arbitration Association the court or arbitrator apply its conflicts of law principles to deter- may mine the applicable law. may be demanded if agreed to by both the Company and the Insured at mine of Forum: Any litigation or other proceeding brought by the time of a controversy or claim. Arbitrable matters may include, but the Insured against the Company must be filed only in a state or are not limited to , any controversy or claim between the Company and federal court within the United States of America or its territories the Insured arising out of or relating to this policy, and service of the having appropriate jurisdiction . Company in connection with its issuance or the breach of a policy provision or other obligation . Arbitration pursuant to this policy and 18 . NOTICES, WHERE SENT under the Rules in effect on the date the demand for arbitration is Any notice of claim and any other notice or statement in writing made or, at the option of the Insured, the Rules in effect at Date of required to be given to the Company under this policy must be given to Policy shall be binding upon the parties. The award may include the Company at 400 Second Avenue South , Minneapolis , attorneys' fees only if the laws of the state in which the Land is Minnesota 55401 -2499, Phone : 612-371 - 1111 , located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator( s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules . A copy of the Rules may be obtained from the Company upon request. ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6.17-06 (with Florida Modifications) Page 5 � r OWNER' S POLICY SCHEDULE A File No : CM187001809 Policy No . OXFL-08160168 Amount of Insurance : $ 160,000. 00 Premium : $875.00 Name and Address of Title Insurance Company OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Attn : Policy Dept 400 Second Avenue South Minneapolis, Minnesota 55401 Date of Policy: May 6, 2013, 2 : 26pm . 1 . Name of Insured: Indian River County, a political subdivision of the State of Florida 2 . The estate or interest in the land which is covered by this policy is : Fee Simple 3 . Title to the estate or interest in the land is vested in: Indian River County, a political subdivision of the State of Florida 4 . The land referred to in this policy is described as follows : See Exhibit "A" attached hereto and made a part hereof. Countersigned ACetral tle Gro n torye e, Suite 190 St. Petersburg, FL 33701 Phone : 727-502-3827 ALTA Owner's Policy (6- IM6) This policy is invalid unless the cover sheet, Page I Schedule A and Schedule B are attached. Copyright 2006-2009 American Land Title Association All rights reserved. The user of this Form is restricted to ALTA licensees; and ALTA members in good standing as of the date of usc. All other uses are prohibited. Reprinted under license from an the American Land Title Association. AMERICAN LAND T;176t x OWNER' S POLICY Date of Policy: May 6, 2013 File No : CM187001809 Policy No . OXFL-08160168 SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1 . Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land. The term " encroachment " includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments on the Land of existing improvements located on adjoining land. 2. State road right reservation(s), if any. 3. General or special taxes and assessments required to be paid in the year 2013 and subsequent years which are a lien but not yet due or payable. 4. Reservations in favor of the State of Florida, as set forth in the deed from the Trustees of the Internal Improvement Fund of the State of Florida, recorded at Deed Book 47, Page 347. However, the right of entry and exploration associated with the oil and mineral reservations has been released by Sec. 270. 11 , F. S. 5. Acreage and content are neither guaranteed nor insured. ALTA Owner's Policy (647-06) This policy is invalid unless the cover sheet, Page 2 Schedule A and Schedule B are attached. Copyright 20064009 American f.a and Tkk Mantled. All rights reserved. The user of this Form is restricted to ALTA licensees end ALTA members in good standing as of the date of use. All otter uses are prohibited. Reprinted under become from the American Land Title Association. AMERICAN ASSOCIATAON OWNER' S POLICY Date of Policy: May 6, 2013 File No : CM187001809 Policy No. OXFL-08160168 EXHIBIT "A" The land referred to in this policy is situated in Indian River County, Florida and described as follows : The South 3.48 acres of the East 8.48 acres of the West 18.48 acres of Tract 16, Section 23 , Township 33 South , Range 39 East, according to the last general plat of the INDIAN RIVER FARMS COMPANY, filed in the Office of the Clerk of the Court of St. Lucie County, Florida, in Plat Book 2 , Page 25, said land now lying in Indian River County, Florida. ALTA Owner's Policy (6- 1 M6) This policy is invalid unless the cover sheet, Page 3 Schedule A and Schedule B are attached. Copyright 2006-2009 Amerkam land Title Amodatim All rights reserved. The user of this Form is restricted to ALTA ticeoexs mad ALTA m®bels to good standing as of the date of use. All other uses arc prohibited. Reprinted undcr tiaam from the Ammican Land Title Association. AMERICAN LAND YI�LE 4 _. .. _. _ .. . .. . ....... . . .. _ . . . _ ... ... .. . . . . . .. . . _Purchase and Sale Agreement (Vacant Land) This Purchase and Sale Agreement dated as of the Effective Date, as hereinafter defined, by and between : SELLER ATLAS FL I SPE, LLC , a North Carolina limited liability company 6905 N. Wickham Road, Suite 200 Melbourne, FL 32940 Telephone : (321 )-253- 1170 Attention : Charles S . Giel, Senior Vice President BUYER Indian River County, a political subdivision of the State of Florida 1801 27th Street Vero Beach, FL 32960 Attn: Christopher Mora, Public Works Director Telephone : (772) 5674000 1 . SALE AND PURCHASE . Seller agrees to sell, assign, transfer and convey to Buyer, and the Buyer agrees to purchase from Seller the following : a. Property Description . The tract of land, situated in Indian River County, Florida, described on Exhibit "A " attached hereto and by this reference made a part hereof, which shall be deemed to include : i . All improvements, appurtenances, licensees, easements, rights-of--way, tenements and hereditaments, if any, incident thereto, if any, and any and all title and interest of Seller in and to all strips and gores and any land lying in the bed of any adjoining street. ii . All permits, approvals, vested rights or other governmental rights or benefits, if any, specifically associated or related to the above described property. b . Definition . Unless the context clearly requires otherwise , the property and rights described in subparagraph (a) above, and the subparagraphs thereof, are collectively called the "Property" . SLK SAR: # 191001v2 1 152 2 . PURCHASE PRICE AND PAYMENT . In consideration of the conveyance of the Property to Buyer, Buyer shall pay to Seller the sum of One Hundred Sixty Thousand and No/100 ($ 160, 000 . 00) Dollars (the "Purchase Price ") payable to Seller as follows , a. Deposit. The Deposit shall be paid to the Escrow Agent, as defined below, upon Buyer' s execution of this Agreement. $ 16,000.00 b. Cash at Closing . The balance of the Purchase Price, subject to the adjustments and prorations required by this Agreement, shall be paid by Buyer at Closing in the form of a cashiers check, drawn upon an Indian River County area bank or confirmed wire transfer. $ 144,000.00 C* Total Purchase Price . $ 160,000. 00 d. Deposit. If the Closing Date is more than thirty (30) days from the Effective Date of this Agreement, the Deposit shall be placed in an interest bearing account with a federally insured bank of Escrow Agent' s selection. Notwithstanding the foregoing, the Escrow Agent shall not be required to place the Deposit in an interest bearing account until such time as Buyer delivers to Escrow Agent a fully completed and executed W-9 reporting form as required by the Internal Revenue Service. Any earned interest shall be paid to or credited to Buyer unless Buyer defaults hereunder and Seller is entitled to retain the Deposit in which event Seller shall also be entitled to the interest earned thereon. e. Escrow Agent. The Deposit shall be held by SHUMAKER, LOOP & KENDRICK, LLP, 240 South Pineapple Avenue, Sarasota, FL 34236, Attn : Malcolm J. Pitchford, Esquire (the "Escrow Agent") subject to the terms and conditions of Paragraph 15 below. Buyer acknowledges and agrees that Escrow Agent represents Seller as legal counsel and that it shall not constitute a conflict of interest for Escrow Agent to act as the escrow agent under this Agreement and that, in the event of a dispute between Buyer and Seller, Escrow Agent may continue to represent Seller in connection with any such dispute . 3 . PROPERTY CONVEYED "AS IS "SPRON . EXCEPT AS EXPRESSLY STATED HEREIN, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS , WARRANTIES (OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THE SPECIAL WARRANTY DEED, AS DEFINED BELOW), PROMISES , COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT SLx sAR: # 191oo1v2 2 153 TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY THEREOF, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY OR THE TAX CONSEQUENCES OF OWNING SAME, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, OR PROFITABILITY, OF THE PROPERTY (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. SPECIFICALLY, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL, PROTECTION, POLLUTION OR LAND USE, - ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES , REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN, ON, OR UNDER THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW) , BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL ESTATE AND HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AT THE CLOSING AGREES TO ACCEPT THE PROPERTY AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO THE PRESENCE OF ANY HAZARDOUS MATERIALS IN, ON, OR UNDER THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR SELLER'S AGENT WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS , REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, OR OTHER PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS " CONDITION AND BASIS WITH ALL FAULTS . BUYER UNDERSTANDS AND ACKNOWLEDGES THAT THE PROPERTY WAS ACQUIRED BY SELLER BY FORECLOSURE OR SIMILARPROCEDING AND THAT SELLER' S KNOWLEDGE CONCERNING THE HISTORY, CONDITION OR OPERATION OF THE PROPERTY AND THE RIGHTS BEING PURCHASED BY BUYER IS LIMITED AND INCOMPLETE, IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THATALL OF THE PROPERTY . IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. TO THE EXTENT THAT THE SALE OF THE PROPERTY INCLUDES THE SLK SAX # 19100Iv2 3 154 SALE OF ANY INCIDENTAL OR RELATED PERSONAL PROPERTY, SELLER ALSO DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, CONCERNING THE CONDITION THEREOF INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO , ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS , MAY NOT HAVE BEEN REVEALED BY BUYER' S INSPECTIONS AND INVESTIGATIONS . THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. a. Hazardous Materials . The term "Hazardous Materials " shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S . C. §9601 et seq.) (" CERCLA") or any regulations promulgated under or pursuant to CERCLA; (ii) any "hazardous waste " as now or hereafter defined in the Resource Conservation and Recovery Act (42 U. S . C . §6901 et. seq.) ("RCRA") or regulations promulgated under orpursuant to RCRA; (iii) any substance regulated by the Toxic Substances Control Act ( 15 U . S . C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls ; (vii) radon gas; and (vui) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Laws (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Laws; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass . The term " Environmental Laws " shall mean all laws , ordinances, statutes, codes, rules , regulations, agreements, judgments , orders , and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil) . b . Release. Buyer, on behalf of itself and its heirs, successors and assigns hereby waives, releases, acquits and forever discharges Seller its officers, directors , shareholders , employees, agents, attorneys, representatives, and any other persons acting on behalf of Seller, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer or any of its heirs, successors or assigns now has or which may arise in the future on account of or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property, including, without limitation, any Hazardous Materials in at, on, under or related to the Property, or any violation or potential violation of any Environmental Requirement applicable thereto (except any violation SLK SAR # 191001v2 4 155 directly caused by Seller's discharge of Hazardous Materials onto the Property) . Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement. 4 . INSPECTION PERIOD . a. Inspection Period . From and after the Effective Date through 5 :00 p.m . EST on that date which is forty-five (45) days after the Effective Date (the "Inspection Period "), upon reasonable notice to Seller, Seller shall afford to Buyer and authorized representatives of Buyer reasonable access to the Property in order that Buyer may have full opportunity to inspect the Property, conduct surveys and perform tests of the Property, subject to the following : (i) Buyer and its agents, officers, directors, partners, contractors , employees, successors and assigns (collectively, "Buyer's Representatives ") shall restore the Property to its prior condition, reasonable wear and tear excepted; (ii) To the extent allowed by law and without waiving its sovereign immunity, Buyer and Buyer's Representatives shall indemnify and hold Seller, its officers, directors, employees and agents, harmless from all loss, cost or damage, direct or indirect, including, without limitation, attorneys' fees, arising from the aforesaid investigations ; and (iii) Buyer's obligations pursuant to clauses (i) and (ii) shall survive the delivery of the Deed or earlier termination of this Agreement for any reason. b . Buyers Inspections . In furtherance of the foregoing, Buyer, at its sole cost, may perform or cause to be performed, on its own behalf and at its own expense, without limitation, an appraisal, engineering reports and other environmental site assessments, contract reviews and physical conditions of the Property. C . Termination of Agreement. If, on or before the expiration of the Inspection Period, Buyer, in Buyer's sole discretion, determines that the results of any investigation conducted by Buyer pursuant to this Paragraph are not satisfactory to Buyer, or Buyer is unable to obtain any permits or approvals deemed necessary by Buyer, then, Buyer may, at Buyer's option, notify Seller in writing, prior to the expiration of the Inspection Period, of Buyer's election to terminate this Agreement. If Buyer so elects to terminate this Agreement pursuant to this provision, then the Deposit, together with all interest earned thereon, if any, shall be returned to Buyer and this Agreement shall thereupon terminate without recourse to the parties (except as otherwise provided in this Agreement) and without any obligation to pay brokerage commissions. In the event Buyer fails to so notify Seller of Buyer's termination of this Agreement prior to the expiration of the Inspection Period, (i) the Deposit shall become non-refundable and shall be deemed earned by Seller regardless of whether the transaction is consummated (unless such failure is the result of Seller's material default), and (ii) Buyer shall be deemed to have waived Buyer's right to terminate this Agreement under the terms of this Paragraph. Buyer agrees that, in the event this transaction is not consummated for any reason, Buyer shall furnish to Seller copies of any written reports or documents in respect of the Property paid for in whole or part by Seller and any original permits in the Buyers' possession . 5 . TITLE INSURANCE. a. Commitment. On or before twenty (20) days after the Effective Date, Seller shall deliver to Buyer, at Seller's expense unless otherwise set forth herein, a binder for an ALTA Form sl.0 SnR: #19100M 5 156 (Florida version) marketable title insurance policy (the " Commitment"), in the amount of the Purchase Price issued by Bridge Trust Title Group agreeing to issue to Buyer, upon the recording of the Deed heretofore mentioned, a title insurance policy, insuring Buyer's title to the Property subject only to the Permitted Exceptions, as hereinafter defined. Along with the Commitment, Seller shall deliver to Buyer copies of each document or instrument mentioned in Schedule B-2 of the Commitment. b . Title Defects. If Schedule B-2 of the Commitment contains any exception or defect which renders title to the Property unmarketable, the Buyer shall deliver to Seller written notice of Buyer's objections within five (5 ) days of the receipt ofthe Commitment (the "Title Review Period"). Such written notice shall specifically set forth the nature of Buyer' s objections to title. In the event that Buyer shall fail to object to any matter set forth in the Commitment within the Title Review Period, such matter shall be deemed to be a "Permitted Exception" . The Seller shall have thirty (30) days after receipt of such notice or until the Closing Date, whichever date first occurs (the " Cure Period "), to either (i) cure or remove such defects and famish to the Buyer appropriate evidence that same have been cured or removed; or (ii) notify Buyer in writing that Seller is unable or unwilling to correct or remove such defect. By mutual written agreement, the parties may agree to extend the Cure Period. If such defects are cured or removed within the Cure Period, the sale and purchase shall be closed on the later of: ten ( 10) days after delivery to the Buyer of evidence that said defects have been cured or removed; or the Closing Date set forth herein . If the Seller fails or is unable or unwilling to cure said defects within the Cure Period provided above, the Buyer shall have the option, to be exercised in its sole discretion : to complete the purchase and accept title to the Property subject to such defects within : ten ( 10) days after receipt of written notice from the Seller that Seller is unable or unwilling to cure or remove such defects; or Buyer shall notify the Seller in writing within the said ten ( 10) day period that it elects to terminate this Agreement and not complete the purchase, in which event the Buyer shall be entitled to an immediate refund by the Escrow Agent of the Deposit plus accrued interest thereon, if any, whereupon all rights and liabilities of the parties hereto to each other shall end. Upon such termination, Buyer shall return to the Seller the Commitment, all title papers, and Buyer' s copies of this Agreement. c . Standard Exceptions . Standard printed exceptions relating to parties in possession, and construction liens shall be deleted at closing upon delivery to the Title Company by Seller of an owner's affidavit meeting the requirements of Florida Law and in form acceptable to the Title Company (provided that if the Property is occupied by tenants under written or oral leases , the exception relating to parties in possession shall be deleted except for such tenants) . Standard exceptions relating to boundary encroachments and similar matters and unrecorded easements and related rights shall be deleted upon delivery to the Title Company prior to the Closing Date of the current Survey as defined in Paragraph 6 below (with reasonable exceptions for the matters shown thereon) . Standard exceptions relating to filled lands or sovereign rights shall only be removed upon delivery to the Title Company of a Survey together with such other documentation as may be required by the Title Company, evidencing that such exceptions are not relevant to the Property. The Seller shall only be responsible for delivery of the owner's affidavit described above. Except with respect to the Owner' s Affidavit mentioned above, Buyer shall be responsible for delivery of the Survey and other evidence described above . sLK_sAR: # 191001 v2 6 157 6 . SURVEY. During the period set forth above during which Seller must deliver a Commitment to Buyer, Buyer may obtain a current survey of the Property (the "Survey"). ' In order for the Title Company to remove the standard survey exceptions as described in 5 (c) above, the Survey must be prepared in accordance with the minimum requirements adopted by the F .S .P.L. S . , Fla. Admin . Code and the F.L .T.A . In the event that the Survey discloses an encroachment or setback violation which will preclude the Title Company from deleting the survey exception on the owner' s policy of title insurance referenced in Paragraph 5 (a) above, the same shall be deemed a title defect hereunder and the provisions of Paragraph 5 (b) above relating to Buyer' s delivery of notice of the defect and Seller ' s right to cure same shall control. Any other survey requirements set forth in the Commitment shall also be complied with, including a surveyor' s certificate in a form acceptable to the Title Company. 7. CLOSING. a. Closing. The closing (the "Closing") shall be held at 10 : 00 a.m. on or before sixty (60) days from the Effective Date (the " Closing Date" ) , unless the parties mutually agree upon another time or date . Closing shall take place at the offices of Seller's Counselor such other place as the parties may agree. b. Possession . Possession of the Property shall be delivered to Buyer at the Closing, subject to the Permitted Exceptions and subject to tenants in possession. c . Proration of Taxes and Other Expenses and Profits . At Closing, pro-rations of income and expense and the apportionment of taxes shall be as follows . i . All rents, income and operating expenses with respect to the Property, if any, for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated as of the date of Closing. ii . If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, with full discounts applied . Subsequent to the Closing, the parties agree that there shall be no adjustment of such taxes. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Seller in its reasonable discretion. If, as of the Closing, the Property is not being treated as a separate tax parcel, then Buyer shall, at its sole cost and expense, use diligent best efforts to ensure that the Property is assessed separately for tax and assessment purposes within no more than one year from the Closing Date . d. Utilities. Utilities serving the Property shall not be prorated. On the day following closing, Seller shall have each utility provider render a final bill through said date and Seller shall on SLK SAR: # 191001v2 7 158 said date terminate all such accounts and be entitled to receive a refund of any and all utility deposits. Buyer shall be solely responsible for establishing new accounts with such utility providers in Buyer's own name . e. Insurance. Any insurance coverage maintained by Seller shall not be prorated at Closing. On the day following Closing, Seller shall have the right to cancel any existing policy of insurance and receive a full refund of all unearned premiums . Buyer shall solely responsible for obtaining such new insurance coverage for the Property as Buyer deems appropriate. f. Service Contracts . Seller shall cancel all service contracts , if any, affecting the Property unless Buyer has assumed responsibility therefore. g. Survival of Paragraph . The agreements of Seller and Buyer set forth in this Paragraph shall survive the Closing. 8 . CLOSING COSTS. Unless otherwise set forth herein or in any addendum attached hereto, the closing costs associated with this transaction shall be paid as follows : Seller shall pay : a. The cost of the Owner' s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto . b . The documentary stamps to be attached to the Deed. c. The cost of curing any title conditions subject to the provisions of this Agreement. d. Seller' s attorney fees. Buyer shall pay. e. The recording fee required to record the Deed. f. The cost of the Survey referenced in Paragraph 6 above. g. All financing costs and fees associated with the closing of any loan obtained by Buyer. h . The cost of all Mortgagee Title Insurance Policies or Endorsements required by Buyer' s lender. i . The costs of all due diligence inspections and reports obtained by Buyer. j . Buyer's attorney fees. SLK SAR: 4191001v2 8 159 9 . CLOSING DOCUMENTS AND OBLIGATIONS. a. Seller's Obligations at the Closing . At the Closing, Seller shall deliver to Buyerthe following documents, as applicable : i. Deed . Special Warranty Deed (the "Deed") executed by Seller conveying the Property to Buyer subject to no exceptions other than the Permitted Exceptions , and tenants in possession. ii . FIRPTA Affidavit. An affidavit of Seller certifying that Seller is not a " foreign person, " as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended. iii . Owner's Affidavit. An executed affidavit or other document acceptable to the Title Company in issuing the Owner's Policy without exception for possible lien claims of mechanics, laborers and materialmen or for parties in possession (except tenants under written or oral leases), as applicable. iv. Leases. Copies of all Leases and security deposits, if any, in the possession of Seller. Seller shall have no liability to Buyer for any tenant security deposits or prepaid rents not actually paid to Seller. v. Contracts . Copies of all service contracts, if any, affecting the Property which are in the possession of Seller. vi . Form Notice to Tenants. If applicable, a form Notice to Tenant notifying same of the sale and transfer and providing the name and address of the Buyer. Vila Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc. Villa Assignment of Governmental Permits and Approvals. An Assignment of Governmental Permits and Approvals executed by Seller assigning all of Seller' s right, title and interest, if any, in and to all governmental approvals, consents, permits, waivers and impact fees or density credits specifically related to the Property. b . Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the following : i . Purchase Price. The Purchase Price by confirmed wire transfer of immediately available U.S . funds ; ii . Evidence of Authority. Such consents and authorizations as Seller may reasonably deem necessary to evidence authorization of Buyer for the purchase of the Property, the execution and delivery of any documents required in connection with Closing and the taking of all action to be taken by the Buyer in connection with Closing; and SLK sac: # 19100IV2 g 160 iii . Other Documentation . Such other documents as may be reasonable and necessary in the opinion of the Seller or its counsel to consummate and close the purchase and sale contemplated herein pursuant to the terms and provisions of this Agreement. 10 . RISK OF LOSS . a. Condemnation . If, prior to the Closing, action is initiated to take any of the Properly by eminent domain proceedings or by deed in lieu thereof, Buyer may either (a) terminate this Agreement by written notice to Seller delivered to Seller within ten ( 10) days following the date that Seller delivers to Buyer written notice of such proposed taking, or (b) consummate the Closing, in which latter event the award of the condemning authority shall be assigned to Buyer at the Closing. b . Casualty. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire , storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage in excess of five percent (5%) of the Purchase Price prior to the Closing from fire or other casualty, which Seller, at its sole option, does not repair, Buyer may either (a) terminate this Agreement by written notice to Seller delivered to Seller within ten ( 10) days following the date that Seller delivers to Buyer written notice of such casualty and Seller's intent not to repair, or (b) consummate the Closing, in which event the proceeds of any insurance not exceeding the Purchase Price and covering such damage shall be assigned to Buyer at the Closing. If the Property, or any part thereof, suffers any damage less than the aforementioned amount prior to the Closing, Buyer agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage at the Closing. In the event of casualty damage pursuant to this Paragraph, the Closing Date shall be postponed for a reasonable period (not to exceed thirty (30) days) to permit Seller to do so . 11 . DEFAULTS. a. Breach by Seller. If Seller breaches this Agreement, Buyer may, as Buyer's sole and exclusive remedy hereunder, terminate this Agreement and thereupon shall be entitled to the immediate return of the Deposit as well as liquidated damages in the amount of One Hundred and No/ 100 ($ 100. 00) Dollars (and not as a penalty) or in the alternative, Buyer may prior to that date that is ten ( 10) days following the original scheduled or mutually agreed upon extended Closing Date, bring an action for specific performance of this Agreement (but in connection therewith shall not be entitled to damages as a result of Seller' s breach or delay) . Seller and Buyer have made the above provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and that these sums represent reasonable compensation to Buyer for such breach. In no event shall Seller be liable to Buyer for any actual, punitive, speculative, consequential or other damages of any kind. b. Breach by Buyer. If Buyer breaches this Agreement, Seller may, as Seller's sole remedy and relief hereunder, terminate this Agreement and thereupon be entitled to receive the Deposit as liquidated damages (and not as a penalty) . Seller and Buyer have made the above provision for liquidated damages because it would be difficult to calculate, on the date hereof, the sjX_s,R: # 191001d2 10 161 amount of actual damages for such breach, and that these sums represent reasonable compensation to Seller for such breach. c. Return/Delivery of Deposit. In the event the Deposit is returned to the Buyer, as provided in subparagraph a . above, or delivered to the Seller, as provided in subparagraph b . above, upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specifically required to survive closing or termination of this Agreement as set forth herein. 12. OPERATIONS PENDING CLOSING. From the Effective Date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted. 13 . NOTICES. All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of aright of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (i) personally delivered to the intended recipient; (ii) three (3) business days after having been sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified herein; or (iii) at 5 : 00 p .m . of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, Emery, or Purolator, addressed to such party at the address specified herein. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal . For purposes of this Paragraph, the addresses of the parties for all notices are as set forth in the Preamble of this Agreement (unless changed by similar notice in writing given by the particular person whose address is to be changed). 14 . BROKERAGE. Seller and Buyer warrant each to the other (and it is agreed that this warranty shall survive delivery of the deed) that no broker or agent has been employed with respect to the sale of the Property except Realty Masters Advisors, LLC (the "Broker"). Each party agrees to indemnify and hold harmless the other from any claim made by brokers or agents who claim to act for the party sought to be charged for a commission, compensation, brokerage fees, or similar payment in connection with this transaction and against any and all expense or liability arising out of any such claim other than the Broker. Seller shall pay the commission owed to Broker, pursuant to a separate Iisting of commission agreement, only as, when and if the sale is closed, but not otherwise. 15a ESCROW AGENT. The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining such Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent's gross negligence. In the event of a SLK_SAR # 191001 %x2 11 162 dispute, Escrow Agent may deposit the funds held by it in the court registry and the parties agree to indemnify Escrow Agent from any costs or fees associated therewith. Escrow Agent mayreasonably rely upon the written or oral directions of the parties without verifying the accuracy thereof. 16 . RADON. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAYBE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT . THIS DISCLOSURE IS REQUIRED BY FLORIDA LAW TO BE CONTAINED IN ALL CONTRACTS FOR SALE OR LEASE OF BUILDINGS . 17. AUSCELLANEOUS. a. Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. b. Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. c. Headings . The captions and headings used in this Agreement are for convenience only and do not in any way Limit, amplify, or otherwise modify the provisions of this Agreement. d. Time of Essence. TIME IS OF THE ESSENCE OF THIS AGREEMENT; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. e. Governing Law. This Agreement shall be governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in such State. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto . f. Successors and Assigns ; Assignment. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective heirs , executors, administrators, personal and legal representatives , successors and assigns. Notwithstanding the above, Buyer shall not assign Buyer' s rights under this Agreement without the prior written consent of Seller. g. Invalid Provision . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws , such provision shall be fully severable ; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never SLK SAR: #191001v2 12 163 comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. h. Attorneys ' Fees . In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys' fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings . i . Multiple Counterparts . This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one ( 1 ) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. V . Date of this Agreement. This Agreement shall not be effective unless signed by both Buyer and Seller. As used in this Agreement, the term "Effective Date " shall mean and refer to the date of execution of the last of Buyer or Seller to execute this Agreement. k. Relation to Seller/Prior Owner. Buyer represents and warrants that neither Buyer nor any of its principals or any entity owned or controlled by Buyer or any of its principals or any entity in which the Buyer or any of its principals has a legal or equitable ownership interest in is affiliated in any manner with Seller or any entity owned or controlled by Seller or any entity in which Seller has a legal or equitable ownership interest. 18 . APPROVAL OF COUNTY COMMISSION. Notwithstanding anything herein to the contrary, the Buyer' s obligations under this Agreement shall be subject to and contingent upon approval of this Agreement by the Indian River County Board of Commissioners within the Inspection Period. 19 . . ACCEPTANCE. The offer by the fust party to execute this Agreement to sell or buy the Property shall terminate unless this Agreement is accepted and executed by the other party on or before SLK SAR: # 191001Q 13 164 EXHIBIT "A" The South 3 .48 acres of the East 8 .48 acres of the West 18 .48 acres of Tract 16, Section 23 , Township 33 South, Range 39 East, according to the last general plat of the INDIAN RNER FARMS COMPANY, filed in the Office of the Clerk of the Court of St. Lucie County, Florida, in Plat Book 2, Page 25 , said land now lying in Indian River County, Florida. SLK SAR: # 191001 v2 15 166 A• Settlement Statement U.S. Department of Housing and Urban Development oir B. Type of Loan OMB Approval No. 2502-0265 10 FHA 2. FmHA 3 . 5 Unins. 6. File Number 7. Loan Number 8 . Mortgage Insurance Case Number 40 VA 5FNAF 0 Conv. Ins. B00269- 156482 m is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes. and are not included in the totals. RROWER: Indian River County; a political subdivision of the State of Florida . 1801 27th Street BORROWER: Vero Beach, FL 32960 . OFSELLER: ATLAS FL I SPE, LLC, a North Carolina limited liability company 6905 N. Wickham Road, Suite 200 ADDRESS OF SELLER: F. NAME OF LENDER: Melbourne, FL 32940 ADDRESS OF LENDER: ! G. PROPERTY 1400 9th Street SW LOCATION: Vero Beach, FL 32962 H SETTLEMENT AGENT: SHUMAKER, LOOP & KENDRICK, LLP j PLACE OF SETTLEMENT: 240 SOUTH PINEAPPLE AVE., P.O. BOX 49948; SARASOTA, FL 34230-6948 I. SETTLEMENT DATE: J. SUMMARY OF BORROWER'S TRANSACTION IC. SUMMARY OF SELLER'S TRANSACTION 100, GROSS AMOUNT DUE FROM BORROWER400. GROSS AMOUNT DUE TO SELLER 10 1 Cont= sales price 160tQ00-M AQJ , Contract sales price 160,000.00 402. JQ3 . Settle=j]j gharizes to borrower (fine 1400) 18950 403 , 1 405 , Ao* usmeitem sellerAftstments for advance 106,CiVAo3yn 107. County taxes Qto AQ7, Counlytaxes to 108 .AssessMents 4L312013 to 9/30/2013405. A55e55ment5 4/3/2013 to 9/3Q/2013 �64,31 1090 to 492s to 1100 to 410, to ilia to 411 to 2. to 1412o to MENNEN 120.GROSS AMOUNT DUE FROM BORROWER , 160,082.81 420. GROSS AMOUNT DUE TO SELLER ' 1609064.31 200.AMOUNTS PAID BY OR IN BEHALF OF BORROWER 500. REDUCTIONs iN AMOUNT DUE TO SELLER 0 I .DeRgsit gr earnest money 202. Principa qmgunt of new lo 0b) 502, Settlement chaEgm to sellcdline 1400) 12391500 203 . Existing Igian(s) takensubie t I-aken subjectt 204* 504. Payoff 2 5 2 6 Prin ' al amount of new loan 0 . 5076 2081 508 . 2091 509, 209a 2 Adjustments for items unpaid by seller Adjustments for items unpaid by seller taxeg to 5 10. Cilyllown taxes to .21 LCountys t oun t o 4/3/2013 �972,40 2 512. Assessments to 213, t 2149 to SM to 215F to 515o 6, to 1 217, to 517 to 218F to 518V to 219. to 519. to 220.TOTALAMOUNTS PAID 6,972.40 520.TOTALREDUC11ONS IN 1 BY OR IN BEHALF OF BORROWER ' AMOUNT DUE SELLER 1� 13,367.40 300, CASH AT SETTLEMENT FROM/1'0 BORROWER 600, CASH AT SETTLEMENT TO/FROM SELLER 301 .Gross amount due from borrower line 120 160 082.81 . 601 . Gross amount due to seller line 420 160 064.31 302. Less amounts aid by/for borrower line 220 16 972.40 602. E ss reductions in amount due seller line 520 13%367040 303.CASH ® From ❑ To BORROWER 1439110.41 603. CASH ® To ❑ From SELLER 146,696.91 PAGE 1 o:aHUD4 (3-86) RESPA, HE 430501904a�Pi.r sy.a�.. m� lsea»ss-ssss - r.u. c��aa U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT PAGE 2 L. Settlement Charges 700, TO" SaESMROKEKS COM. basel on Rrice a Paid From Paid From Diyision f 0 Borrower's Seller's Funds At Funds At 7 Settlement Settlement 704, Advertisement Fee to NAI Global .25% = 400.00 400.00 8009 Items Payable In Connection With Loan 801 , Loan Originglion F a to 2 t a to 893 . Appraisal Fee to 804, Credit Report to 805 , Lendees Insprction Fee to Mortgap Insurance Application &g to 807, Soso 809, to 910, to al2l to 814, to 815 . to 900. Items Required By Lender To Be Paid In Advance 901 . Intereat from 4/3/2013 to 511 /2013 may 902, Mortgligg Insurance Premium for monilia to 903, Hazard Insurance Premium for years to 904, years t 9051 Years to 1000. Reserves Deposited With Lender 100 1 . Hazard insurance months@ per month 1002, Morimig; insurance 1003 , City prol2eM taxes monthsO 1004, Counly prol2eM taxes per month 1005 , Annual assessments monthsi@ per month 1006, monthqtQ per month 1007* mpnthsd)� 1008, months(a) per month 1009. I 100. Title Charges 10 1 , Settlement or closing e t 1102. Abstract or tilic search t . Rrid2eTrust Title GrouR 150600 1103 , Title examination 1104* Title insurance binder 7 1105 , Document preparation 1106, Notary fees t 1107. Attorney's fees t items numbers* . ' iii ` r_ 1 • i' 1108, Title insurance to BrudgeTrust Title Group (includes above item _ 11 09. Lender's e. INS AMT:Fisk Premium HIL 1112, to 1113 , to 1200. Government Recording and Transfer Char es 1201 , Recording Feese Deed $ 18.509 L-Mortgagc(s) � SmMortgape(s) .o Releases 1950 1204. 1205 . 1300. Additional Settlement Charges 1301 . Survry to 1302, Pest Insprction t 1303. Roof Inspection to 1304, Underwritin2/Revie-w Fee to BridgeTrust Title Group 150,06, 1305. Municipal Lien Search to BridgeTrust Title Group 100600, 1306m to 307o to 1308, to 1309. to 1400. Total Settlement Charges (enter on lines 103, Section J and 502, SectionK) 18.50 12,395.00; CERTIFICATION DATE: dd/� p I hav c eful reviewe ;Xistransenttiaonnd Stateend to the best of my knowledge and belief, it is a true and accurate statement of all r&RIp2a'Ad di r m made ion. T further certify that I have received a copy of the HUD - 1 Settlement Statement. Borrower Seller Indian River Coun , a politite of Florida ATLAS FL I SPE, LLC Borrower Seller The HUD- I Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused the funds to be disbursed in accord- ance with this statement. SHUMAKER, LOOP & KENDRICK, LLP Settlement Agent 4/3/2013 Date WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form Penalties upon conviction can include a, fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010. B00269456482