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HomeMy WebLinkAbout2025-227Commercial Contract Q, Florida Realtors - 1 1. PARTIES AND PROPERTY: INDIAN RIVER COUNTY ("Buyer") 2 agrees to buy and Palm Bay Joan LLC BY RJS Properties, Inc. ("Seller") 3 agrees to sell the property at: 4 Street Address: 9455 53rd Ave, Sebastian, FL 32958 5 6 Legal Description: 11.74 ACRES OF LAND LOCATED AT 9455 53rd Ave Sebastian FL 32958 consisting of parcel 7 number: 31392100000005000015.0 8 and the following Personal Property: 9 10 (all collectively referred to as the "Property") on the terms and conditions set forth below. 11 2. PURCHASE PRICE: $ 1,260,000.00 12 (a) Deposit held in escrow by: N/A $ 0.00 13 ("Escrow Agent") (checks are subject to actual and final collection) 14 Escrow Agent's address: Phone: 15 (b) Additional deposit to be made to Escrow Agent 16 ❑ within days (3 days, if left blank) after completion of Due Diligence Period or 17 ❑ within days after Effective Date $ 0.00 18 (c) Additional deposit to be made to Escrow Agent 19 ❑ within days (3 days, if left blank) after completion of Due Diligence Period or 20 ❑ within days after Effective Date $ 0.00 21 (d) Total financing (see Paragraph 5) $ 0.00 22 (e) Other $ 23 (f) All deposits will be credited to the purchase price at closing. 24 Balance to close, subject to adjustments and prorations, to be paid 25 via wire transfer. $ 1,260,000.00 26 For the purposes of this paragraph, "completion" means the end of the Due Diligence Period or upon delivery of 27 Buyer's written notice of acceptability. 28 3. 11ME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller 29 and Buyer and an executed copy delivered to all parties on or before October 15, 2025 , this offer 30 will be withdrawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be 31 3 days from the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the 32 last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer or 33 . Calendar days, based on where the Property is located, will be used when 34 computing all time periods. Other than time for acceptance and Effective Date as set forth above, any time periods 35 provided for or dates specified in this Contract, whether preprinted, handwritten, typewritten or inserted herein, ending 36 or occurring on a Saturday, Sunday, national legal holiday, or a day on which a national legal holiday is observed will 37 extend to the next calendar day which is not a Saturday, Sunday, national legal holiday, or a day on which a national 38 legal holiday is observed. Time is of the essence in this Contract. 39 4. CLOSINGDATE AND LOCATION: BuyerJ25 ) and Seller () acknowledge receipt of a copy of this page, which is Page 1 of 8 Pages. CC -6 ®2025 Florida Realtors• Serial#: 05971737 Form simplicity 40 (a) Closing Date: This transaction will be closed on 30 Days after Due Diligence Ends (Closing Date), unless 41 specifically extended by other provisions of this Contract. The Closing Date will prevail over all other time periods 42 including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended 43 on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after a4 the insurance underwriting suspension is lifted. 45 (b) Location: Closing will take place in Indian River County, Florida. (If left blank, closing will take place in the 46 county where the property is located.) Closing may be conducted by mail or electronic means. 47 5. THIRD PARTY FINANCING: 48 BUYER'S OBLIGATION: On or before NIA days (5 days if left blank) after Effective Date, Buyer will apply for third 49 party financing in an amount not to exceed NSA% of the purchase price or $0.00 , with a fixed 50 interest rate not to exceed NSA% per year with an initial variable interest rate not to exceed NSA%, with points or 51 commitment or loan fees not to exceed NSA% of the principal amount, for a term of NSA years, and amortized 52 over N/A years, with additional terms as follows: 53 Cash Purchase, No Financing Required 54 Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any 55 lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within days (45 days if left 56 blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close 57 the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the mortgage 58 broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately upon 59 obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and reasonable 60 diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within days (3 days if left blank) 61 deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. 62 If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time thereafter. 63 Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction, by closing, of 64 those conditions of Loan Approval related to the Property. DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer 65 has used good faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date and 66 thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or 67 before the Closing Date without fault on Buyer's part, the Deposit(s) shall be returned to Buyer, whereupon both 68 parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving 69 the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use 70 good faith or reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction 71 does not close. For purposes of this Contract, "Loan Approval" means a statement by the lender setting forth the terms 72 and conditions upon which the lender is willing to make a particular mortgage loan to a particular buyer. Neither a pre - 73 approval letter nor a prequalification letter shall be deemed a Loan Approval for purposes of this Contract. 74 6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by Xstatutory warranty 75 deed ❑ special warranty deed Ll other , free of liens, easements and 76 encumbrances of record or known to Seller, but subject to property taxes for the year of closing; covenants, 77 restrictions and public utility easements of record; existing zoning and governmental regulations; and (list any other 78 matters to which title will be subject) 79 80 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the 81 Property as 82 (a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent 83 and pay for the title search and closing services. Seller will, at (check one) ❑ Seller's ❑x Buyer's expense and 84 within 5 days after Effective Date or at least days before Closing Date deliver to Buyer (check one) 85 ❑ (i) a title insurance commitment by a Florida licensed title insurer setting forth those matters to be discharged by 86 Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount of the purchase 87 price for fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and 88 Seller has an owner's policy, Seller will deliver a copy to Buyer within 15 days after Effective Date. ❑x (ii.) an 89 abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 90 How ; , if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed Buyer ( ,r" ( )and Seller (`iAl� ) �) acknowledge receipt of a copy of this page, which is Page 2 of 8 Pages. `"_ cc -6 3125 X2025 Florida Realtors® senaia: 059714-700175-em37nv Form . Simplicity 91 insurer as a base for reissuance of coverage may be used. The prior policy will include copies of all policy 92 exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or 93 Buyer's closing agent together with copies of all documents recited in the prior policy and in the update. If such 94 an abstract or prior policy is not available to Seller then (i.) above will be the evidence of title. 95 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 96 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 97 Buyer delivers proper written notice and Seller cures the defects within 5 days from receipt of the notice 98 ("Curative Period"). Seller shall use good faith efforts to cure the defects. If the defects are cured within the 99 Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of notice of such curing or the 100 scheduled Closing Date. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be 101 cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 102 from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept 103 title subject to existing defects and close the transaction without reduction in purchase price. 104 (c) Survey: (check applicable provisions below) 105 ❑x Seller will, within days from Effective Date, deliver to Buyer copies of prior surveys, 106 plans, specifications, and engineering documents, if any, and the following documents relevant to this 107 transaction: 108 109 prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this 110 transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the 111 date this Contract is terminated. 112 ❑x Buyer will, at ❑ Seller's 7 Buyer's expense and within the time period allowed to deliver and examine 113 title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals 114 encroachments on the Property or that the improvements encroach on the lands of another, ❑ Buyer will 115 accept the Property with existing encroachments ❑x such encroachments will constitute a title defect to be 116 cured within the Curative Period. 117 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 118 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, 119 ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller 120 makes no warranties other than marketability of title. In the event that the condition of the Property has materially 121 changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a 122 refund of any and all deposits paid, plus interest, if applicable, or require Seller to return the Property to the required 123 condition existing as of the end of Due Diligence period, the cost of which is not to exceed $0.00 (1.5% of 124 the purchase price, if left blank). By accepting the Property "as is", Buyer waives all claims against Seller for any 125 defects in the Property. (Check (a) or (b)) 126 ❑ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" 127 condition. 128 ❑x (b) Due Diligence Period: Buyer will, at Buyer's expense and within 60 days from Effective Date ("Due 129 Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the 130 term of this Contract, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which 131 Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural, 132 environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 133 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, 134 state and regional growth management and comprehensive land use plans; availability of permits, government 135 approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground 136 water contamination: and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 137 Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property 138 is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property in 139 its present "as is" condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the 140 Property at any time during the term of this Contract for the purpose of conducting Inspections, upon reasonable 141 notice, at a mutually agreed upon time; provided, however, that Buyer, its agents, contractors and assigns enter 142 the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from 143 losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from 144 liab" any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer Buyer ) and Seller `) (__) acknowledge receipt of a copy of this page, which is Page 3 of 8 Pages. CC -6 25 �� V2025 Florida Realtors Se ria lir: 05971 54117737 vm" Form .Simplicity 145 will not engage in any activity that could result in a mechanic's lien being filed against the Property without 146 Seller's prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the 147 Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the 148 Inspections, and (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a 149 result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that 150 Buyer's deposit will be immediately returned to Buyer and the Contract terminated. 151 (c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the 152 parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and 153 to ensure that all Property is on the premises. 154 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 155 business conducted on the Property in the manner operated prior to Contract and will take no action that would 156 adversely impact the Property after closing, as to tenants, lenders or business, if any. Any changes, such as renting 157 vacant space, that materially affect the Property or Buyer's intended use of the Property will be permitted Ex] only with 158 Buyer's consent ❑ without Buyer's consent. 159 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 160 the norms where the Property is located. 161 (a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 162 closing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, 163 mailboxes, and security systems. 164 (b) Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing 165 statements and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and 166 recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or 167 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 168 (c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable 169 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 170 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 171 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 172 contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium 173 documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters (if 174 applicable); tenant subordination, non -disturbance and attornment agreements (SNDAs) required by the Buyer or 175 Buyer's lender; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the 176 change in ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller, if requested by the 177 Buyer in writing, will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will 178 deliver a resolution of its governing authority authorizing the sale and delivery of the deed and certification by the 179 appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the 180 requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, 181 mortgages and notes, security agreements, and financing statements. 182 (d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond 183 payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance 184 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 185 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 186 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 187 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 188 (e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date 189 will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will 190 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 191 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 192 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 193 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 194 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 195 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 196 does not apply to condominium association special assessments. Buyer-) and Seller ) �_) acknowledge receipt of a copy of this page, which is Page 4 of 8 Pages. CC -6 3/25 02025 Florda RealtorsE Se n a In: 059714700175-8817737 'Form Simplicity 197 (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, 198 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 199 complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply 200 with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 201 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 202 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 203 requirement. 204 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent") to receive, 205 deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance with the 206 terms of this Contract. The parties agree that Agent will not be liable to any person for misdelivery of escrowed items to 207 Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this Contract or gross negligence. If Agent 208 has doubt as to Agent's duties or obligations under this Contract, Agent may, at Agent's option, (a) hold the escrowed 209 items until the parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator 210 determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having jurisdiction over 211 the matter and file an action in interpleader. Upon notifying the parties of such action, Agent will be released from all 212 liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate 213 broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items 214 or is made a party because of acting as Agent hereunder, Agent will recover reasonable attorney's fees and costs 215 incurred, with these amounts to be paid from and out of the escrowed items and charged and awarded as court costs 216 in favor of the prevailing party. 217 11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged 218 default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non - 219 complying party specifying the non-compliance. The non -complying party will have 5 days (5 days if left blank) after 220 delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. 221 12. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 222 to each other for damages so long as performance or non-performance of the obligation, or the availability of services, 223 insurance, or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force Majeure. 224 "Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, unusual 225 transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent effort, the 226 non-performing parry is unable in whole or in part to prevent or overcome. All time periods, including Closing Date, will 227 be extended a reasonable time up to 7 days after the Force Majeure no longer prevents performance under this 228 Contract, provided, however, if such Force Majeure continues to prevent performance under this Contract more than 229 30 days beyond Closing Date, then either parry may terminate this Contract by delivering written notice to the other 230 and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. 231 13. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 232 not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 233 will be returned in accordance with applicable Florida Laws and regulations. 234 14. DEFAULT: 235 (a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make 236 the title marketable after diligent effort, Buyer may elect to receive return of Buyer's deposit without thereby 237 waiving any action for damages resulting from Seller's breach and may seek to recover such damages or seek 238 specific performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 239 brokerage fee. 240 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) 241 retain all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 242 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek 243 specific performance. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) 244 terminate the Contract and seek the remedy outlined in this subparagraph or (2) proceed with the Contract without 245 waiving any remedy for Buyer's default. 246 15. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the 247 prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable 248 attorneys' fees, costs, and expenses. 249 16. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 250 electronic eans. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, Buyer ) and Seiler &—) () acknowledge receipt of a copy of this page, which is Page 5 of 8 Pages. CC -6 3125 ©2025 Florida Realtors° SeraM: 059714. 00175.8877737 µ Form = Simplicity 251 document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) 252 representing a party will be as effective as if given by or delivered to that party 253 17. DISCLOSURES: 254 (a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales 255 Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of 256 commercial real estate for any commission earned by the broker under a brokerage agreement. The lien upon the 257 owner's net proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not 258 attach to any interest in real property. This lien right cannot be waived before the commission is earned. 259 (b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special 260 assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such 261 liens, if any, shall be paid as set forth in Paragraph 9(e). 262 (c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in 263 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 264 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon 265 and radon testing may be obtained from your county public health unit. 266 (d) Energy -Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by 267 Section 553.996, Florida Statutes. 268 18. RISK OF LOSS: 269 (a) If, after the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will 270 bear the risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to 271 Buyer. Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and 272 Seller will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds, or Seller's claim 273 to any insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any 274 such proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of 275 the Buyer. 276 (b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the 277 right of eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this 278 Contract without liability and the deposit(s) will be retumed to Buyer. Alternatively, Buyer will have the option of 279 purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at 280 closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate 281 with and assist Buyer in collecting any such award. 282 19. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ❑ is not 283 assignable ❑x is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment agreement 284 to the Seller at least 5 days prior to Closing. The terms "Buyer, " "Seller" and "Broker" may be singular or plural. This 285 Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if 286 assignment is permitted). 287 20. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. 288 Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. 289 Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated 290 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or 291 typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract 292 is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be 293 construed under Florida law and will not be recorded in any public records. 294 21. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a 295 licensed real estate Broker other than: 296 (a) Seller's Broker: (Company Name) (Licensee) 297 298 299 300 301 302 (Address, Telephone, Fax, E-mail) who ❑ is a single agent F-1isa transaction broker ❑ has no brokerage relationship and who will be compensated by [:]Seller El Buyer Ll both parties pursuant to ❑ a listing agreement ❑ other (specify) (b) Buye roker: _ Buyer ( ;O and CC -6 3125 SedaW 059714- 1758917737 Colliers International Gerard Yetming (_) acknowledge receipt of a copy of this page, which is Page 6 of 8 Pages. 02025 Fbrida Reaftoas* Form Simplicity (Company Name) (Licensee) 303 801 Brickell Ave Ste900, Miami, FL 33131 305-342-5059 Gerard.Yetming@colliers.com (Address, Telephone, Fax. E-mail) 304 who ❑ is a single agent X is a transaction broker ❑ has no brokerage relationship and who will be compensated by 305 ❑ Seller's Broker ❑x Seller ❑ Buyer ❑ both parties pursuant to ❑ other (specify) 306 This contract at 4% of purchase price payable at closing 307 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to 308 inquiries, introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to 309 indemnify and hold Broker harmless from and against losses, damages, costs and expenses of any kind, including 310 reasonable attorneys' fees at all levels, and from liability to any person, arising from (1) compensation claimed which is 311 inconsistent with the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to 312 Paragraph 10, (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of 313 services regulated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and 314 expenses incurred by any third party whom Broker refers, recommends, or retains for or on behalf of Seller or Buyer. 315 22. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to 316 this Contract): 317 ❑ (A) Arbitration ❑ (E) Seller Warranty ❑ (1) Existing Mortgage 318 ❑x (B) Section 1031 Exchange ❑ (F) Coastal Construction Control Line ❑ (J) Buyer's Attorney Approval 319 ❑ (C) Property Inspection and Repair ❑ (G) Flood Area Hazard Zone ❑ (K) Seller's Attorney Approval 320 ❑ (D) Seller Representations ❑ (H) Seller Financing ❑ Other 321 23. ADDITIONAL TERMS: 322 Contract is contingent upon approval by the Indian River County Board of County Commissioners after review of bond 323 counsel to ensure compliance with the terms of bonds. 324 325 326 327 328 329 330 331 332 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 333 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL 334 FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE 335 PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE 336 EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR 337 REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER 338 ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 339 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER 340 REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF 341 THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 342 GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND 343 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. Buyer ) and Seller ) ( ) acknowledge receipt of a copy of this page, which is Page 7 of 8 Pages. CC -8 3/25 02025 Florida Realtors" Serial# 059714- 00175.8817737 );;Simplicity 344 Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other 345 party that such signatory has full power and authority to enter into and perform this Contract in accordance with its 346 terms and each person executing this Contract and other documents on behalf of such party has been duly authorized 347 to do so. 348 ATTENTION: SELLER AND BUYER 349 CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692, Sections 692.201 - 692.205, Florida Statutes, 2023 350 (the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers 351 who are associated with a "foreign country of concern", namely: the People's Republic of China, the Russian 352 Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the 353 Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic. It is a crime to buy or knowingly sell property 354 in violation of the Act. 355 At time of purchase, Buyer must provide, 0i�lte davit which complies with the requirements of the Act. 358 Seller and Buyer are advised to seek I ttn el regaiy their respective obligations and liabilities under the Act. 357 ' * Date: October 10, 2025 i ature of uyer 358 Joseph E. Flescher o. Tax ID No. 59-6000674 (Typed or Printed Name of Buyer) '; y�• ;�, �o`;o APPROVED AS TOFO�t RC-QUNN�� Attest: Ryan L. Butler, Clerk of 359 Title: Telephone: 360 -6XDate: (Signature o WRIVOPMER A. HICKS By: 361 ASSISTAN CO NTYATTOFNEY Tax ID No.: Deputy Clerk (Typed or Printed Nam Buyer) 362 Title: Telephone: 363 Buyer's Address for purpose of notice 3" Facsimile: Email: 365 Date: (Signature of Seller) 366 PALM BAY JOAN, LLC Tax ID No.: 7 � � � 3 Z---0 G 2— a North Carolina limited liability company By: R1S Properties, Inc., its Manager367 - Telephone: 0 Co 2- 368 By: - Date: Z S hL Robert 1. Sweeney, Jr., Presi nt 369 Tax ID No.: (Typed or Printed Name of Seller) 370 Title: Telephone: 371 Seller's Address for purpose of notice: 2r7 30 S Fir J'y (Zo '9 2_62Dg 372 Facsimile: Email: Florida REALTORS` makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR`. REALTOR' is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS' and who subscribe to its Code of Ethics. The copyrig13/25 f United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. Buyer� and Seller (_) acknowledge receipt of a copy of this page, which is Page 8 of 8 Pages. CC -6 _ 02025 Florida Realtors6 Serials: 074931.100175-7431948 Form Simplicity Addendum to Contract , Florida Realtors' Addendum No. 1 to the Contract with the Effective Date of October 10, 2.025 between and Palm Bav Joan LLC BY RJS Properties, Inc. INDIAN RIVER COUNTY concerning the property described as: 9455 53rd Ave, Sebastian, FL 32958 (Seller) (Buyer) (the "Contract"). Seller and Buyer make the following terms and conditions part of the Contract: Tax Free Exchange. Both parties acknowledge that either party may utilize one or more exchanges pursuant to Section -1031 of the Internal Revenue Code in the exchange of the Property and both parties agree to execute any documents or instruments necessary to complete such a transaction, provided that: (a) the exchange does not delay the Closing under this Agreement, (b) the non -exchanging party does not incur any additional liability as a result of its cooperation, and (c) the non -exchanging parry is not required to enter into any contract to purchase any other property, or take title to any property other than the Property. The party requesting the tax-free exchange will pay any and all additional fees associated with structuring the sale as a tax-free exchange. Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller Seller: APPROVED AS TO FORM AND GA FFICIENCY BY CHRI O HER A. HICKS ASSIST T C UNTY ATTORNEY Date: Date: October 10, 2025 Date: 9( Z S( Z b Z S Date: ACSP-4 Rev 6/17 02017 Ronde ReaRore" SerfaW: 015291400175.7449870 Form Simplicity A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Prepared by and return to: This instrument prepared by: Jason Beal Atlantic Coastal Land Title Company LLC 855 21st Street, Suite C Vero Beach, FL 32960 (772)569-4364 File No.: 2025-7645 [Space Above This Line For Recording WARRANTY DEED This Warranty Deed Made this _ day of February, 2026 by Palm Bay Joan, LLC, a North Carolina limited liability company, hereinafter called the grantor, whose post office address is: 2730 Rozzelles Ferry Road, Suite A, Charlotte, NC 28208 to: Indian River County, a political subdivision of the State of Florida, whose post office address is: 180127' Street, Vero Beach, FL 32960, hereinafter called the grantee, WITNESSETH: That said grantor, for and in consideration of the sum of Ten ($10.00) Dollars, and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the grantee, all that certain land situated in Indian River County, Florida, viz: A portion of Government Lot 5 of Section 21, Township 31 South, Range 39 East, Indian River County, Florida, being more particularly described as follows: Commence at the Southwest corner of said Government Lot 5 and run thence North along the West boundary of said Government Lot 5, a distance of 298 feet more or less, to the Southwest corner of that certain parcel of land as described in Deed Book 39, Page 232 of the Public Records of Indian River County, Florida; said Southwest corner also being the Southwest corner of that certain parcel of land as described in O. R. Book 580, Page 355, of said Public Records; thence North 75 degrees East, along the Southerly boundary of said parcels (DB 39, Page 232 and O. R. Book 580, Page 355), a distance of 82.85 feet more or less, to the Southeast corner of said parcel (O. R. Book 580, Page 355) and the Point of Beginning; thence continue North 75 degrees East, along the Southerly boundary of said parcel (DB 39, Page 232), a distance of 794.15 feet more or less, to an angle point in said Southerly boundary; thence North, along said Southerly boundary (DB 39, Page 232) a distance of 69 feet more or less, to the Southwesterly corner of that certain parcel of land as described in Deed Book 43, Page 393 of said Public Records; thence North 30 degrees 56' West, along the Westerly boundary of said parcel (DB 43, Page 393), a distance of 564.16 feet more or less, to the Northwest corner of said parcel (DB 43, Page 393); said Northwest corner also being the Southeast corner of that certain parcel of land as described in Deed Book 49, Page 213), of said Public Records; thence North, along the East boundary of said parcel (DB 49, Page 213); a distance of 37 feet more or less to the Northeast corner of said parcel (DB 49, Page 213); thence West, along the North boundary of said parcel (DB 49, Page 213); a distance of 560 feet more or less to the Northwest corner of said parcel (DB 49, Page 213)said Northwest corner being on the West boundary of said Government Lot 5; thence South, along the West boundary of said Government Lot 5, and along the West RE: 2025-7645 Page 1 of 3 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK boundary of said parcel (DB 49, Page 213), a distance of 37 feet more or less, to the Southwest corner of said parcel (DB 49, Page 213); said Southwest corner also being the Northwest corner of said parcel (DB 39, Page 232); thence South, along the West boundary of said Government Lot 5, and along the West boundary of said parcel (DB 39, Page 232), a distance of 600 feet more or less, to the Northern most corner of said parcel (O. R. Book 580, Page 355); thence Southeasterly, along the Easterly boundary of said parcel (O. R. Book 580, Page 355), a distance of 179.42 feet more or less, to the Point of Beginning. Together with that certain easement for ingress and egress as described in O. R. Book 580, Page 357, of said Public Records. Parcel Identification Number: 31392100000005000015.0 TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold, the same in fee simple forever. And the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to , reservations, restrictions and easements of record, if any. (The terms "grantor" and "grantee" herein shall be construed to include all genders and singular or plural as the context indicates) RE: 2025-7645 Page 2 of 3 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK IN WITNESS WHEREOF, Grantor has hereunto set grantor's hand and seal the day and year first above written. Signed, Sealed and Delivered in Our Presence: Witness Printed Name: P.O. Address: Witness Printed Name: P.O. Address: State of NORTH CAROLINA County of Palm Bay Joan, LLC, a North Carolina limited liability company By: RJS Properties, Inc., its Manager M Robert J. Sweeney, Jr. President The foregoing instrument was acknowledged before me by means of [—] physical presence or L] online notarization, this _ day of February, 2026 by Robert J. Sweeney, Jr. who U is personally known or [—] has produced a driver's license as identification. [Seal] Notary Public Print Name: My Commission Expires: RE: 2025-7645 Page 3 of 3 A TRUE COPY CERTIFICATION ON LAST PAGE THIS INSTRUMENT PREPARED BY: RYAN L. BUTLER, CLERK Atlantic Coastal Land Title Company LLC 855 21st Street, Suite C Vero Beach, FL 32960 Tax ID No: 31392100000005000015.0 Our File: 2025-7645 LIMITED LIABILITY COMPANY AFFIDAVIT State of NORTH CAROLINA County of Before me, the undersigned authority, personally appeared Robert J. Sweeney, Jr., President of RJS Properties, Inc., Manager of Palm Bay Joan, LLC, a North Carolina limited liability company, who being first duly sworn, on oath deposes and says that: 1. RJS Properties, Inc., is the Manager of Palm Bay Joan, LLC, a North Carolina limited liability company 2. Said limited liability company is currently in existence under valid articles of organization and regulations and has not been terminated or dissolved. 3. The following parties are all the member/managers of said limited liability company: RJS Properties, Inc. 4. RJS Properties, Inc., as Manager of Palm Bay Joan, LLC, a North Carolina limited liability company, is authorized by the articles or organization or regulations to execute deeds and mortgages on behalf of the limited liability company, and all necessary consent have been obtained. 5. Neither the limited liability company nor any of the members are currently debtors in any bankruptcy proceeding, and this conveyance or mortgage is in the ordinary course of business. 6. This affidavit is given to induce Old Republic National Title Insurance Company to issue its title policy insuring the contemplated transaction. 7. Affiant further states that he is familiar with the nature of an oath and with the penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an instrument of this nature. Affiant further certifies that he has fully read this affidavit and understands its contents. Palm Bay Joan, LLC, a North Carolina limited liability company By: RJS Properties, Inc., its Manager By: Robert J. Sweeney, Jr., President State of North Carolina County of The foregoing instrument was sworn to and subscribed before me by means of [_] physical presence or [_] online notarization, this day of February, 2026 by Robert J. Sweeney, Jr. who [_] is personally known or [_] has produced a driver's license as identification. [Seal] Notary Public Print Name: My Commission Expires: A TRUE COPY �:FRTIFICATION ON LAST PAGE ".,.ITLER, CLERK THIS INSTRUMENT PREPARED BY: Atlantic Coastal Land Title Company LLC 855 21 st Street, Suite C Vero Beach, FL 32960 Tax ID No: 31392100000005000015.0 Our File: 2025-7645 CORPORATE OWNER/SELLER AFFIDAVIT The undersigned, Robert J. Sweeney, Jr. ("hereinafter Affiant) being first duly sworn, deposes and says that Affiant has personal knowledge of the following facts: I . I am the President of RJS Properties, Inc., Manager of Palm Bay Joan, LLC, a North Carolina limited liability company referred to as "Entity". 2. That Entity is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations under the Internal Revenue Code). 3. That Entity's U.S. Employer Identification Number is: - - 4. That Entity's Office Address is: 2730 Rozzelles Ferry Road, Suite A, Charlotte, NC 28208. 5. That Entity owns the property described as follows: A portion of Government Lot 5 of Section 21, Township 31 South, Range 39 East, Indian River County, Florida, being more particularly described as follows: Commence at the Southwest corner of said Government Lot 5 and run thence North along the West boundary of said Government Lot 5, a distance of 298 feet more or less, to the Southwest corner of that certain parcel of land as described in Deed Book 39, Page 232 of the Public Records of Indian River County, Florida; said Southwest comer also being the Southwest comer of that certain parcel of land as described in O. R. Book 580, Page 355, of said Public Records; thence North 75 degrees East, along the Southerly boundary of said parcels (DB 39, Page 232 and O. R. Book 580, Page 355), a distance of 82.85 feet more or less, to the Southeast corner of said parcel (O. R. Book 580, Page 355) and the Point of Beginning; thence continue North 75 degrees East, along the Southerly boundary of said parcel (DB 39, Page 232), a distance of 794.15 feet more or less, to an angle point in said Southerly boundary; thence North, along said Southerly boundary (DB 39, Page 232) a distance of 69 feet more or less, to the Southwesterly comer of that certain parcel of land as described in Deed Book 43, Page 393 of said Public Records; thence North 30 degrees 56' West, along the Westerly boundary of said parcel (DB 43, Page 393), a distance of 564.16 feet more or less, to the Northwest corner of said parcel (DB 43, Page 393); said Northwest corner also being the Southeast corner of that certain parcel of land as described in Deed Book 49, Page 213), of said Public Records; thence North, along the East boundary of said parcel (DB 49, Page 213); a distance of 37 feet more or less to the Northeast corner of said parcel (DB 49, Page 213); thence West, along the North boundary of said parcel (DB 49, Page 213); a distance of 560 feet more or less to the Northwest corner of said parcel (DB 49, Page 213)said Northwest corner being on the West boundary of said Government Lot 5; thence South, along the West boundary of said Government Lot 5, and along the West boundary of said parcel (DB 49, Page 213), a distance of 37 feet more or less, to the Southwest corner of said parcel (DB 49, Page 213); said Southwest corner also being the Northwest corner of said parcel (DB 39, Page 232); thence South, along the West boundary of said Government Lot 5, and along the West boundary of said parcel (DB 39, Page 232), a distance of 600 feet more or less, to the Northern most corner of said parcel (O. R. Book 580, Page 355); thence Southeasterly, along the Easterly boundary of said parcel (O. R. Book 580, Page 355), a distance of 179.42 feet more or less, to the Point of Beginning. A TRUE COPY CERTIFICATION ON LAST PAGE r rAM L. BUTLER, CLERK AND Together with that certain easement for ingress and egress as described in O. R. Book 580, Page 357, of said Public Records. Parcel 2: Parcel A: From the Southeast corner of Government Lot 6, or the Southeast corner of the Southwest 1/4 of the Southwest 1/4 of Section 21, Township 31 South, Range 39 East, Indian River County, Florida; run North on the East boundary line of said Lot 6 a distance of 280 feet to a Point of Beginning. From said Point of Beginning run South 56 degrees 21' West a distance of 143.24 feet to a point on the East line of the new Right of Way of U.S. Highway #1; thence run North 63 degrees 27' West on said new Right of Way line a distance of 200 feet. Thence North 29 degrees 30' East a distance of 231.86 feet to a point on the said East boundary line of Government Lot 6; thence run South to Point of Beginning; said land lying and being in Indian River County, Florida. Parcel B: Beginning at a point 298 feet North of the Southwest comer of Government Lot 5, Section 21, Township 31 South, Range 39 East, thence run North 75 degrees 00" East 82.85 feet; thence run Northwesterly and parallel to the East Right of Way of U.S. Highway No. 1 a distance of 179.42 feet to a point on said west boundary of said Government Lot 5; thence run South along said West boundary a distance of 182.00 feet to the Point of Beginning. Said land lying and being in Government Lot 5, Section 21, Township 31 South, Range 39 East, Indian River County, Florida. And its possession thereof has been peaceable and undisturbed and the title to said property has never been disputed or questioned to our knowledge, nor do we know of any facts by reason of which the title to, or possession of said property might be disputed or questioned, or by reason of which any claim to any said property might be asserted adversely to me. 6. There are no tenancies, leases or occupants. 7. No proceeding in any bankruptcy or receivership have ever been instituted by or against Entity, and we have never made an assignment for the benefit of creditors. 8. I know of no action or proceedings relating to said property which is now pending in any State or Federal Court in the United States, nor do we know of any State or Federal Judgment or any Federal Lien of any kind or nature whatsoever, which now constitutes or could constitute a lien or charge upon the subject property. 9. There are no judgments against us unpaid or unsatisfied of record, IRS liens and/or State Revenue Liens in any court of this State or of the United States and said property, as far as we know is free from all leases, mortgages and other liens and encumbrances except as disclosed in Commitment No. 2025-7645 issued through Old Republic National Title Insurance Company 10. There are no loans of any kind on said property except the following: None 11. There are no unpaid bills or claims for labor or services performed or material furnished or delivered during the last twelve months for alterations, repair work, or new construction on said property which have not been paid for in full except those as shown on the closing statement of this transaction. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 12. There is no contract for the making of repairs or improvements on said property. 13. There is no outstanding unrecorded contract for sale of subject property to any person or persons or corporations whatsoever, other than that certain contract to Indian River County, a political subdivision of the State of Florida nor are there any chattel mortgages, security agreements, financing statements nor any other conveyance affecting the title to the property described herein except as disclosed in Commitment Number 2025-7645, issued through Old Republic National Title Insurance Company. 14. There are no unpaid real estate taxes and/or tangible taxes due on subject property except as disclosed in Commitment Number 2025-7645, issued through Old Republic National Title Insurance Company. 15. That there are no matters pending against Entity that could give rise to a lien that would attach to the property between the disbursing of the funds and the recording of the interest to be insured, and that the affiant has not and will not execute any instrument that would adversely affect the title or interest to be insured. This affidavit is made and given to induce Atlantic Coastal Land Title Company LLC to issue a policy of title insurance. Palm Bay Joan, LLC, a North Carolina limited liability company By: RJS Properties, Inc., its Manager By: State of North Carolina County of Robert J. Sweeney, Jr., President The foregoing instrument was sworn to and subscribed before me by means of [_1 physical presence or [_] online notarization, this _ day of February, 2026 by Robert J. Sweeney, Jr., who [_] is personally known or [_] has produced a driver's license as identification. [Seal] Notary Public Print Name: My Commission Expires: A TRUE COPY CERTIFICATION ON LAST PAGE CLOSING AGREEMENT RYAN L. BUTLER, CLERK Seller(s): Palm Bay Joan, LLC, a North Carolina limited liability company Buyer(s): Indian River County, a political subdivision of the State of Florida Closing Agent: Atlantic Coastal Land Title Company LLC Property Location: 9455 53rd Ave, Sebastian, FL 32958 The undersigned hereby acknowledge(s) and understand that contracts, affidavits, deeds, loan documents and similarly related documents associated with a real estate transaction are legal and binding documents. The closing agent is here to facilitate and close the transaction but does not represent the parties as legal counsel. If at any time I(we) do not understand the meaning and consequences of any document and its terms and obligations, I(we) have been advised not sign any document before the seeking the advice of an attorney. TAX RE -PRORATION AGREEMENT: If the property tax Bill for the year of closing has not been issued by the Tax Collector at the time of closing, then the tax prorations set forth on the closing statement are based upon an estimate, and that the actual taxes for the calendar year in which "closing" takes place could represent an amount substantially different from that upon which the proration was based. If such a difference is realized, the parties agree that upon demand of the other, to, without unreasonable delay, re - prorate said taxes based on the actual amount of the bill rendered, using formulae standard in the industry, and to make an appropriate, monetary adjustment between themselves. The Closing Agent is not responsible to make further adjustments. AGREEMENT TO COOPERATE: If requested by Lender (if any) or Closing Agent, the parties agree to fully cooperate and adjust for clerical errors, including the execution or re-execution of any reasonable document and/or the remittance of any additional sum. The parties further agree that any amounts of money due others for services rendered in conjunction with subject "closing" (such as balances owed to existing mortgagees, loan costs associated with a new mortgage, survey, termite or roof inspection fees, or other such costs or fees due), not collected or paid for out of closing funds, remain the responsibility of the contracting party to so pay, and the collection and remittance of such fees, costs or indebtedness by the closing agent is a courtesy service provided by the closing agent, with the contracting party remaining liable for payment of any such fees, or shortages, not collected from the obligated party coincident to the "closing". HOMEOWNER'S / CONDOMINIUM ASSOCIATIONS) (IF APPLICABLE): The Buyer acknowledges the existence of any homeowners and/or condominium association(s) and is aware that monthly, quarterly or annual maintenance assessments may be due to said association(s). Said association(s) may also have the authority to regulate and enforce community covenants and restrictions. PROPERTY CONDITION: Closing Agent does not make any representations or warranties nor assume any liability with respect to the physical condition of the property, and any repairs to the property. SURVEY(IF REOUIRED OR OBTAINED): The Buyer hereby acknowledges receipt of a copy of any survey prepared for the subject transaction. The Buyer has reviewed said survey and accepts title subject to the matters set forth on said survey. CLOSING/SETTLEMENT STATEMENT: Closing Agent does not adjust and/or assume liability for charges for water, rents, gas, electricity, taxes on personal property, garbage taxes or fees, license taxes, association assessments or dues, or estoppel information furnished by mortgagees or others. Sometimes recording fees and courier/express mail fees may vary due to the unknown amounts at the time of closing. Therefore, the parties acknowledge hereto, that monies collected for recording and courier/express mail fees may be more or less than the amount collected on the closing statement. Any shortfalls or overages Page I of 2 File No.: 2025-7645 LTF STATE OF FLORIDA 04DM RIVER COUNTY THIS ILurco'glect HAT TMIS 4 A TRUE AND CORRECT C %L IN T ICE. L B CIE BY C. shall be considered the cost of doing business. Closing Agent will neither reitunferences The closing/settlement statement has been reviewed and approved, and the Closing Agent is irrevocably authorized to make disbursements in accordance therewith. CURRENT MORTGAGES AND REAL ESTATE TAXES: The Seller acknowledges that the payoff statement received by the Closing Agent from the current mortgagees may be subject to final audit after receipt of the payoff funds resulting in a demand by said mortgagee for additional funds and Seller agrees to hold Atlantic Coastal Land Title Company LLC harmless for the loss or damage incurred due to any inaccurate payoff balance whether in writing or given verbally and agrees to pay the shortage immediately to Atlantic Coastal Land Title Company LLC. The Seller further agrees that responsibility for unpaid real property taxes and/or assessments not collected or prorated coincident to closing, notwithstanding any error or omission on behalf of the closing agent in reporting, collecting, or discovering same, shall remain the responsibility of Seller. PARTIES: "Seller" and "Buyer" indicate singular or plural, as the context so requires or admits. Palin Bay Joan, LLC, a North Carolina limited liability company By: RJS Properties, Inc., its Manager LIN Robert J. Sweeney, Jr., President Date: Indian River County, a politic4.l. (t►� vion of the State of Florida .•���, "• /0!✓F9 :'vo` � � .sic'• By: ?Q e Deryl Loar, Chairman, Boars ' Co Commissioners • �' Attest: Ryan L. Butler, Cler'ity'ER �o Circuit Court and Comptraller . Deputy Clerk SELLER(S) ADDRESS AND PHONE NUMBER(S) AFTER CLOSING Address: Phone Number(s) Home: Work: E -Mail Address: Other: Page 2 of 2 File No.: 2025-7645 LTF