Loading...
HomeMy WebLinkAbout2025-245 Vacant Land Contract 1 1. Sale and Purchase("Contract"):Indian River County,a political subdivision of the State of Florida 2 ("Seller") and Sea Oaks Pro•e Owners Association Inc. anon-•rofitcor•oration 3 ("Buyer") (the"parties")agree to sell and buy on the terms and conditions specified below the property("Property") 4 described as: 5 Address: 8811 Highway AlA, Vero Beach,FL 32963 6 Legal Description: 7 Part of Government Lot 2 Section 25. Township 31 South,Range 39 East 8 9 10 11 SEC 25 /TWP/31 /RNG 39 of Indian River County, Florida. Real Property ID No.: 31.39.2s.00000-oo2a0000vo 12 including all improvements existing on the Property and the following additional property: SEE ADDENDUM 13 14 2. Purchase Price: (U.S.currency) $— 859,700.00 15 All deposits will be made payable to"Escrow Agent"named below and held in escrow by: 16 Escrow Agent's Name: Collins Brown Barlett, Chartered 17 Escrow Agent's Contact Person; Bruce Barkett 18 Escrow Agent's Address: 756.Beachland Blvd., Vero Beach, FL 32963 19 Escrow Agent's Phone: 772-231-4343 20 Escrow Agent's Email: bbarkett(a�verolaw.com 21 (a) Initial deposit($0 if left blank) (Check if applicable) 22 ❑accompanies offer 23 ❑will be delivered to Escrow Agent within days(3 days if left blank) 24 after Effective Date $ 42,980.00 25 (b) Additional deposit will be delivered to Escrow Agent(Check if applicable) 26 18(within 3 days(10 days if left blank)after Effective Date 27 ❑within days(3 days if left blank)after expiration of Due Diligence Period $ 28 (c) Total Financing (see Paragraph 6)(express as a dollar amount or percentage) 29 (d) Other. _ $ 30 (e) Balance to close (not including Buyer's closing costs, prepaid items,and prorations) 31 to be paid at closing by wire transfer or other Collected funds $ 816,720.00 32 (f) ❑(Complete only if purchase price will be determined based on a per unit cost instead of a fixed price.)The 33 unit used to determine the purchase price is 0 lot 0 acre 0 square foot ❑other(specify): 34 prorating areas of less than a full unit.The purchase price will be$ per unit based on a 35 calculation of total area of the Property as certified to Seller and Buyer by a Florida licensed surveyor in 36 accordance with Paragraph 8(c).The following rights of way and other areas will be excluded from the 37 calculation: 38 3. Time for Acceptance; Effective Date: Unless this offer is signed by Seller and Buyer and an executed copy 39 delivered to all parties on or before October 10, 2025,this..offer will be withdrawn and Buyer's deposit, if any, 40 will be returned. The time for acceptance of any counter-offer will be 3 days after the date the counter-offer is 41 delivered.The"Effective Date"of this Contract is the date on which the last one of the Seller and Buyer 42 has signed or initialed and delivered this offer or the final counter-offer. 43 4. Closing Date: This transaction will close on See Additional Terms_ ("Closing Date"), unless specifically 44 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, 45 but not limited to,Financing and Due Diligence periods. However, if the Closing Date occurs on a Saturday, 46 Sunday,or national legal holiday, it will extend to 5:00 p.m. (where the Property is located)of the next business 47 day. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property 48 insurance, Buyer may postpone closing for up to 5 days after the insurance underwriting suspension is lifted. If 49 this transaction does not close for any reason, Buyer will immediately return all Seller provided documents and 50 other items. 51 5Extension of Closing Date: If Paragraph 6(b)is checked and Closing Funds from Buyer's lender(s)are not 52 available on Closing Date du-.to Consumer Financial Protection Bureau Closing Disclosure delivery requirements Bu er/� y ( )and Seller )acknowledge receipt of a copy of this page,which is 1 of 8 pages. VAC•1 Rev 8124 tip 02024 Florida Realtors® Licensed to Alta Star Software and I I`/8.472086 Software and added format 4,•-"O 2024 Alta Star Software,all rights reserved.•www.altastar.com-(877)279-8898 53 ("CFPB Requirements), if applicable,then Closing Date shall be extended for such period necessary to satisfy 54 CFPB Requirements, provided such period shall not exceed 10 days. 55 6. Financing: (Check as applicable) 56 (a) )8t Buyer will pay cash for the Property with no financing contingency. 57 (b) 0 This Contract is contingent on Buyer qualifying for and obtaining the commitment(s)or approval(s) 58 specified below("Financing")within days after Effective Date(Closing Date or 30 days after Effective 59 Date,whichever occurs first, if left blank)("Financing Period").Buyer will apply for Financing within 60 days after Effective Date(5 days if left blank)and will timely provide any and all credit, employment,financial, 61 and other information required by the lender.If Buyer,after using diligence and good faith,cannot obtain the 62 Financing within the Financing Period,either party may terminate this Contract and Buyer's deposit(s)will be 63 returned. 64 (1) 0 New Financing: Buyer will secure a commitment for new third party financing for$ 65 or %of the purchase price at(Check one) 0 a fixed rate not exceeding % ❑ an 66 adjustable interest rate not exceeding %at origination(a fixed rate at the prevailing interest rate 67 based on Buyer's creditworthiness if neither choice is selected).Buyer will keep Seller and Broker fully 68 informed of the loan application status and progress and authorizes the lender or mortgage broker to 69 disclose all such information to Seller and Broker. 70 (2) 0 Seller Financing: Buyer wit execute a 0 first 0 second purchase money note and mortgage to 71 Seller in the amount of$ . bearing annual interest at %and payable as follows: 72 73 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow 74 forms generally accepted in the county where the Property is located;will provide for a late payment fee 75 and acceleration at the mortgagee's option if Buyer defaults;will give Buyer the right to prepay without 76 penalty all or part of the principal at any time(s)with interest only to date of payment;will be due on 77 conveyance or sale;will provide for release of contiguous parcels,if applicable; and will require Buyer to 78 keep liability insurance on the Property,with Seller as additional named insured. Buyer authorizes Seller 79 to obtain credit, employment,and other necessary information to determine creditworthiness for the 80 financing.Seller will,within 10 days after Effective Date,give Buyer written notice of whether or not Seller 81 will make the loan. 82 (3) 0 Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 83 84 LN# in the approximate amount of$ currently payable at 85 $ per month, including principal,interest, 0 taxes and insurance,and having a 86 0 fixed ❑ other(describe) B7 interest rate of %which.0 will U will not escalate upon assumption.Any variance in the mortgage 88 will be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase 89 Seller's escrow account dollar for dollar.If the interest rate upon transfer exceeds. %or the 90 assumption/transfer fee exceeds$ ,either party may elect to pay the excess,failing 91 which this Contract will terminate;and Buyer's deposit(s)will be returned. If the lender disapproves 92 Buyer, this Contract will terminate; and Buyer's deposit(s)will be returned. 93 7. Assignability: (Check one)Buyer 0 may assign and thereby be released from any further liability under this 94 Contract, ❑may assign but not be released from liability under this Contract,or 1& may not assign this Contract. 95 8. Title: Seller has the legal capacity to and will convey marketable title to the Property by 0 statutory warranty 96 deed ❑ special warranty deed J$ other(specify) County Deed ,free of liens,easements, 97 and encumbrances of record or known to Seller,but subject to property taxes for the year of closing;covenants, 98 restrictions,and public utility easements of record;existing zoning and governmental regulations;and(list any 99 other matters to which title will be subject) 100 provided there exists at closing no violation of the foregoing. 101 (a) Title Evidence: The party who pays for the owner's title insurance policy will select the closing agent and pay 102 for the title search, including tax and lien search (including municipal lien search)if performed, and all other 103 fees charged by closing agent. Seller will deliver to Buyer,at 104 (Check one) Seller's ® Buyer's expense and: 105 (Check one) ❑ within days after Effective Date Nt at least 20 days before Closing Date, 106 (Check one) 107 (1) J$a title insurance commitment by a Florida licensed title insurer setting forth those matters to be 108 discharged by Seller7J or before closing and, upon Buyer recording the deed, an owner's policy in the Buyer C. )and Seller i'/,� acknowledge receipt of a copy of this page.which is 2 of 8 pages. VAC-1 Rev 8/24 t' ®2024 Florida Realtors® Licensed to Alta Star Software and 101844838.472086 Software and added formatting©2024 Alta Star Software,all rights reserved.-www.altastar.com-(877)279-8898 109 amount of the purchase price for fee simple title subject only to the exceptions stated above. If Buyer is 110 paying for the owner's title insurance policy and Seller has an owner's policy,Seller will deliver a copy to 111 Buyer within 15 days after Effective Date. 112 (2) 0 an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an 113 existing firm. However, if such an abstract is not available to Seller,then a prior owner's title policy 114 acceptable to the proposed insurer as a base for reissuance of coverage may be used.The prior policy will 115 include copies of all policy exceptions and an update in a format acceptable to Buyer from the policy 116 effective date and certified to Buyer or Buyer's closing agent together with copies of all documents 117 recited in the prior policy and in the update.If such an abstract or prior policy is not available to Seller, 118 then(1)above will be the title evidence. 119 (b) Title Examination: After receipt of the title evidence,Buyer will,within days(10 days if left blank)but 120 no later than Closing Date,deliver written notice to Seller of title defects.Title will be deemed acceptable to 121 Buyer if(i)Buyer fails to deliver proper notice of defects or(ii)Buyer delivers proper written notice and Seller 122 cures the defects within days(30 days if left blank)("Cure Period")after receipt of the notice.If the 123 defects are cured within the Cure Period,closing will occur within 10 days after receipt by Buyer of notice of 124 such cure. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within 125 the Cure Period. If the defects are not cured within the Cure Period,Buyer will have 10 days after receipt of 126 notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept title subject 127 to existing defects and close the transaction without reduction in purchase price. 128 (c) Survey: Buyer may, at Buyer's expense,have the Property surveyed and must deliver written notice to 129 Seller,within 5 days after receiving survey but not later than 5 days before Closing Date, of any 130 encroachments on the Property,encroachments by the Property's improvements on other lands,or deed 131 restriction or zoning violations.Any such encroachment or violation will be treated in the same manner as a 132 title defect and Seller's and Buyer's obligations will be determined in accordance with Paragraph 8(b). 133 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 134 9. Property Condition: Seller will deliver the Property to Buyer at dosing in its present"as is"condition,with 135 conditions resulting from Buyer's Inspections and casualty damage,if any,excepted. Seller will not engage in or 136 permit any activity that would materially alter the Property's condition without the Buyer's prior written consent. 137 (a) Inspections: (Check(1)or(2)) 138 (1) 1$Due Diligence Period: Buyer will, at Buyer's expense and within 90 days(30 days if left blank) 139 ('Due Diligence Period")after Effective Date and in Buyer's sole and absolute discretion,determine 140 whether the Property is suitable for Buyer's intended use.During the Due Diligence Period,Buyer may 141 conduct a Phase 1 environmental assessment and any other tests,analyses,surveys,and investigations 142 ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's 143 engineering,architectural,and environmental properties;zoning and zoning restrictions;subdivision 14-4 statutes; soil and grade;availability of access to public roads,water,and other utilities;consistency with 145 local,state,and regional growth management plans;availability of permits,government approvals,and 146 licenses; and other inspections that Buyer deems appropriate. If the Property must be rezoned,Buyer will 147 obtain the rezoning from the appropriate government agencies.Seller will sign all documents Buyer is 148 required to file in connection with development or rezoning approvals.Seller gives Buyer, its agents, 149 contractors,and assigns, the right to enter the Property at any time during the Due Diligence Period for the 150 purpose of conducting Inspections,provided,however,that Buyer,its agents, contractors,and assigns 151 enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller 152 harmless from losses,damages,costs,claims,and expenses of any nature,including attorneys'fees, 153 expenses, and liability incurred in application for rezoning or related proceedings,and from liability to any 154 person,arising from the conduct of any and all Inspections or any work authorized by Buyer.Buyer will 155 not engage in any activity that could result in a construction lien being filed against the Property without 156 Seller's prior written consent.If this transaction does not close, Buyer will,at Buyer's expense,(i)repair 157 all damages to the Property resulting from the Inspections and return the Property to the condition it was in 158 before conducting the Inspections and (ii)release to Seller all reports and other work generated as a 159 result of the Inspections. 160 Before expiration of the Due Diligence Period, Buyer must deliver written notice to Seller of Buyer's 161 determination of whether or not the Property is acceptable.Buyer's failure to comply with this notice 162 requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its"as is" 163 condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to 164 Seller, this Contract will be deemed terminated, and Buyer's deposit(s)will be returned. Buyer( )and Seller VAC-1 Rev et24 L�- ( )acknowledge receipt of a copy of this page,which is 3 of 8 pages. ©2024 Florida Realtorse Licensed to Alta Star Software and 101844838.472086 Software and added formatting©2024 Alta Star Software,all rights reserved.-www.altastar.com-(877)279.8898 165 (2) ❑ No Due Diligence Period: Buyer is satisfied that the Property is suitable for Buyer's purposes, 166 including being satisfied that either public sewerage and water are available to the Property or the 167 Property will be approved for the installation of a well and/or private sewerage disposal system and that 168 existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, 169 concurrency,growth management, and environmental conditions,are acceptable to Buyer.This Contract 170 is not contingent on Buyer conducting any further investigations. 171 (b) Government Regulations: Changes in government regulations and levels of service which affect Buyer's 172 intended use of the Property will not be grounds for terminating this Contract if the Due Diligence Period has 173 expired or if Paragraph 9(a)(2)is selected. 174 (c) Flood Zone: Buyer is advised to verify by survey,with the lender,and with appropriate government agencies 175 which flood zone the Property is in,whether flood insurance is required,and what restrictions apply to 176 improving the Property and rebuilding in the event of casualty. 177 (d) Coastal Construction Control Line("CCCL"): If any part of the Property lies seaward of the CCCL as 178 defined in Section 161.053, Florida Statutes,Seller will provide Buyer with an affidavit or survey as required 179 by law delineating the line's location on the Property,unless Buyer waives this requirement in writing.The 180 Property being purchased may be subject to coastal erosion and to federal, state,or local regulations that 181 govern coastal property,including delineation of the CCCL, rigid coastal protection structures, beach 182 nourishment, and the protection of marine turtles.Additional information can be obtained from the Florida 183 Department of Environmental Protection,including whether there are significant erosion conditions associated 184 with the shore line of the Property being purchased. 185 0 Buyer waives the right to receive a CCCL affidavit or survey. 186 10. Closing Procedure;Costs: Closing will take place in the county where the Property is located and may be 187 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title 188 binder effective date and recording of Buyer's deed,closing agent will disburse at closing the net sale proceeds to 189 Seller(in local cashier's check if Seller requests in writing at least 5 days before closing)and brokerage fees to 190 Broker as per Paragraph 21.In addition to other expenses provided in this Contract,Seller and Buyer will pay the 191 costs indicated below. 192 (a) Seller Costs: 193 Taxes on deed 194 Recording fees for documents needed to cure title 195 Title evidence(if applicable under Paragraph 8) 196 Estoppel Fee(s) 197 Other. 198 (b) Buyer Costs: 199 Taxes and recording fees on notes and mortgages 200 Recording fees on the deed and financing statements 201 Loan expenses 202 Title evidence(if applicable under Paragraph 8) 203 Lender's title policy at the simultaneous issue rate 204 Inspections 205 Survey 206 Insurance 207 Other: 208 (c) Prorations: The following items will be made current and prorated as of the day before Closing Date: real 209 estate taxes(including special benefit tax liens imposed by a CDD), interest, bonds,assessments, leases,and 210 other Property expenses and revenues. If taxes and assessments for the current year cannot be determined, 211 the previous year's rates will be used with adjustment for any exemptions. 212 (d) Special Assessment by Public Body: Regarding special assessments imposed by a public body,Seller will 213 pay(i)the full amount of liens that are certified,confirmed,and ratified before closing and(ii)the amount of the 214 last estimate of the assessment if an improvement is substantially completed as of Effective Date but has not 215 resulted in a lien before closing;and Buyer will pay all other amounts. If special assessments may be paid in 216 installments, 0 Seller 0 Buyer(Buyer if left blank)will pay installments due after closing. If Seller is 217 checked,Seller will pay the assessment in full before or at the time of dosing.Public body does not include a 218 Homeowners'or Condominium Association. 219 (e) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 220 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO 221 PAY IN THE YEAR SUBSEQUENT TO PURCHASE.A CHANGE OF OWNERSHIP OR PROPERTY /.1 / I Buyer I__A( )and Seller .0.g.: acknowledge receipt of a copy of this page,which is 4 of 8 pages. VAC-1 ., Rev 8/24 02024 Florida Realtors® Licens d to Alla Star Software and 101844838.472086 Software and added formatting©2024 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 222 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 223 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE 224 COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION. 225 (f) Foreign Investment in Real Property Tax Act("FIRPTA"): If Seller is a"foreign person"as defined by 226 FIRPTA,Seller and Buyer will comply with FIRPTA,which may require Seller to provide additional cash at 227 closing. 228 (g) 1031 Exchange: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 229 closing or after)under Section 1031 of the internal Revenue Code("Exchange"),the other party will cooperate 230 in all reasonable respects to effectuate the Exchange including executing documents, provided,however,that 231 the cooperating party will incur no liability or cost related to the Exchange and that the closing will not be 232 contingent upon,extended, or delayed by the Exchange. 233 11. Computation of Time: Calendar days will be used when computing time periods, except time periods of 5 days 234 or less.Time periods of 5 days or less will be computed without including Saturday,Sunday,or national legal 235 holidays specified in 5 U.S.C. 6103(a).Other than time for acceptance and Effective Date as set forth in Paragraph 236 3,any time periods provided for or dates specified in this Contract,whether preprinted,handwritten,typewritten or 237 inserted herein,which shall end or occur on a Saturday, Sunday,or national legal holiday(see 5 U.S.C. 6103) 238 shall extend until 5:00 p.m. (where the Property is located)of the next business day.Time is of the essence in 239 this Contract. 240 12. Risk of Loss; Eminent Domain: If any portion of the Property is materially damaged by casualty before closing 241 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain 242 proceedings or an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may 243 terminate this Contract by written notice to the other within 10 days after Buyer's receipt of Seller's notification, 244 and Buyer's deposit(s)will be returned,failing which Buyer will close in accordance with this Contract and receive 245 all payments made by the governmental authority or insurance company,if any. 246 13. Force Majeure: Seller or Buyer will not be required to perform any obligation under this Contract or be liable to 247 each other for damages so long as the performance or non-performance of the obligation is delayed,caused,or 248 prevented by an act of God or force majeure.An"act of God or"force majeure"is defined as hurricanes, 249 earthquakes, floods,fire, unusual transportation delays,wars,insurrections,and any other cause not reasonably 250 within the control of Seller or Buyer and which by the exercise of due diligence the non-performing party is unable 251 in whole or in part to prevent or overcome.All time periods,including Closing Date,will be extended for the period 252 that the act of God or force majeure is in place. However,in the event that such act of God or force majeure event 253 continues beyond 30 days,either party may terminate this Contract by delivering written notice to the other,and 254 Buyer's deposit(s)will be returned. 255 14. Notices: All notices will be in writing and delivered to the parties and Broker by mail,personal delivery,or 256 electronic means. Buyer's failure to timely deliver written notice to Seller,when such notice is required by 257 this Contract, regarding any contingency will render that contingency null and void,and this Contract will 258 be construed as if the contingency did not exist.Any notice,document,or item delivered to or received by 259 an attorney or licensee(including a transactions broker) representing a party will be as effective as if 260 delivered to or received by that party. 261 15. Complete Agreement; Persons Bound: This Contract is the entire agreement between Seller and Buyer. 262 Except for brokerage agreements, no prior or present agreements will bind Seller, Buyer, or Broker unless 263 incorporated into this Contract.Modifications of this Contract will not be binding unless in writing,signed or 264 initialed, and delivered by the party to be bound.Electronic signatures will be acceptable and binding.This 265 Contract,signatures,initials,documents referenced in this Contract,counterparts,and written modifications 266 communicated electronically or on paper will be acceptable for all purposes,including delivery,and will be binding. 267 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any 268 provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully 269 effective.Seller and Buyer will use diligence and good faith in performing all obligations under this Contract.This 270 Contract will not be recorded in any public record.The terms"Seller,""Buyer,"and"Broker"may be singular or 271 plural.This Contract is binding on the heirs,administrators,executors, personal representatives, and assigns,if 272 permitted, of Seller,Buyer, and Broker. 273 16. Default and Dispute Resolution: This Contract will be construed under Florida law.This Paragraph will survive 274 closing or termination of this Contract. 275 (a) Seller Default: If Seller fails,neglects,or refuses to perform Seller's obligations under this Contract, Buyer 276 may elect to receive a r�,rn of Buyer's deposit(s)without thereby waiving any action for damages resulting Buyer f )and Seller(-'/l �( )acknowledge receipt of a copy of this page.which is 5 of 8 pages. VAC-1 Rev 8/24 ®2024 Florida Realtors® Lice ed to Alta Star Software and 101844838.472086 Software and added formatting©2024 Alta Star Software,all rights reserved.-www.altastar.com-(877)279-8898 277 from Seller's breach and may seek to recover such damages or seek specific performance. Seller will also be 278 liable for the full amount of the brokerage fee. 279 (b) Buyer Default: If Buyer fails,neglects, or refuses to perform Buyer's obligations under this Contract, 280 including payment of deposit(s),within the time(s)specified,Seller may elect to recover and retain the 281 deposit(s), paid and agreed to be paid,for the account of Seller as agreed upon liquidated damages, 282 consideration for execution of this Contract,and in full settlement of any claims,whereupon Seller and Buyer 283 will be relieved from all further obligations under this Contract;or Seller,at Seller's option, may proceed in 284 equity to enforce Seller's rights under this Contract. 285 17. Attorney's Fees; Costs: In any litigation permitted by this Contract, the prevailing party shall be entitled to 286 recover from the non-prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting 287 the litigation.This Paragraph 17 shall survive Closing or termination of this Contract. 288 18. Escrow Agent; Closing Agent: Seller and Buyer authorize Escrow Agent and closing agent(collectively 289 "Agent")to receive,deposit,and hold funds and other items in escrow and,subject to Collection,disburse them 290 upon proper authorization and in accordance with Florida law and the terms of this Contract,including disbursing 291 brokerage fees."Collection"or"Collected'means any checks tendered or received have become actually and 292 finally collected and deposited in the account of Agent.The parties agree that Agent will not be liable to any person 293 for misdelivery of escrowed items to Seller or Buyer,unless the misdelivery is due to Agent's willful breach of this 294 Contract or gross negligence. If Agent interpleads the subject matter of the escrow,Agent will pay the filing fees 295 and costs from the deposit and will recover reasonable attorneys'fees and costs to be paid from the escrowed 296 funds or equivalent and charged and awarded as court costs in favor of the prevailing party. 297 19. Professional Advice; Broker Liability: Broker advises Seller and Buyer to verify all facts and representations 298 that are important to them and to consult an appropriate professional for legal advice(for example, interpreting this 299 Contract,determining the effect of laws on the Property and this transaction, status of title,foreign investor 300 reporting requirements, the effect of property lying partially or totally seaward of the CCCL,etc.)and for tax, 301 property condition,environmental,and other specialized advice.Buyer acknowledges that all representations 302 (oral,written,or otherwise)by Broker are based on Seller representations or public records. Buyer agrees to rely 303 solely on Seller, professional inspectors,and government agencies for verification of the Property 304 condition and facts that materially affect Property value.Seller and Buyer respectively will pay all costs and 305 expenses,including reasonable attorneys'fees at all levels, incurred by Broker and Broker's officers,directors, 306 agents,and employees in connection with or arising from Seller's or Buyer's misstatement or failure to perform 307 contractual obligations. Seller and Buyer hold harmless and release Broker and Broker's officers,directors, 308 agents,and employees from all liability for loss or damage based on(i)Seller's or Buyer's misstatement or failure 309 to perform contractual obligations;(ii)the use or display of listing data by third parties,including, but not limited to, 310 photographs, images, graphics,video recordings, virtual tours,drawings,written descriptions,and remarks related 311 to the Property; (iii) Broker's performance,at Seller's or Buyer's request,of any task beyond the scope of 312 services regulated by Chapter 475, Florida Statutes, as amended,including Broker's referral, recommendation,or 313 retention of any vendor;(iv)products or services provided by any vendor; and (v)expenses incurred by any 314 vendor.Seller and Buyer each assume full responsibility for selecting and compensating their respective vendors. 315 This Paragraph will not relieve Broker of statutory obligations.For purposes of this Paragraph, Broker will be 316 treated as a party to this Contract.This Paragraph will survive closing. 317 20. Commercial Real Estate Sales Commission Lien Act: If the Property is commercial real estate as defined by 318 Section 475.701, Florida Statutes,the following disclosure will apply: The Florida Commercial Real Estate Sales 319 Commission Lien Act provides that when a broker has earned a commission by performing licensed services 32C under a brokerage agreement with you,the broker may claim a lien against your net sales proceeds for the 321 broker's commission.The broker's lien rights under the act cannot be waived before the commission is earned. 322 21. Brokers: The licensees) and brokerage(s) named below are collectively referred to as"Broker." Instruction to 323 closing agent: Seller and Buyer direct Closing Agent to disburse at Closing the full amount of the brokerage 324 fees as specified in separate brokerage agreements with the parties and cooperative agreements between the 325 Brokers,except to the extent Broker has retained such fees from the escrowed funds.This Paragraph will not be 326 used to modify any offer of compensation made by Seller or listing broker to cooperating brokers. 327 NONE NONE 328 Seller's Sales Associate/License No. Buyer's Sales Associate/License No. Buyer(�w)( )and Seller ;/�( )acknowledge receipt of a copy of this page,which is 6 of 8 pages. VAC-14p&x Rev 8/24 02024 9orida Realtors® Licensed to Alta Star Software and 101844838.472086 Software and added formatting @ 2024 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 329 330 Seller's Sales Associate Email Address Buyer's Sales Associate Email Address 331 332 333 Seller's Sales Associate Phone Number Buyer's Sales Associate Phone Number 334 335 336 Listing Brokerage Buyer's Brokerage 337 338 339 Listing Brokerage Address Buyer's Brokerage Address 340 22. Addenda:The following additional terms are included in the attached addenda and incorporated into this Contract 341 (Check if applicable): 342 ❑A.Back-up Contract 343 ❑ B. Kick Out Clause 344 ]K C.Other SEE ADDENDUM 345 23. Additional Terms: 346 Closing shall occur no later than thirty(30)days following the Due Diligence Period. 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 COUNTER-OFFER/REJECTION 362 ❑Seller counters Buyers offer(to accept the counter-offer,Buyer must sign or initial the counter-offered terms and 363 deliver a copy of the acceptance to Seller). 364 0 Seller rejects Buyer's offer 365 [The remainder of this page is intentionally left blank. 366 This Contract continues with Line 367 on Page 8 of 8.] //r Buyer ( )and Seller[,' A ( )acknowledge receipt of a copy of this page,which is 7 of 8 pages. VAC-1 Rev 8/24 ®2024 Florida Realtors® Licensed to Alta Star Software and 101844838.472086 Software and added formatting©2024 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 367 This is intended to be a legally binding Contract.If not fully understood,seek the advice of an attorney before 368 signing. 369 ATTENTION: SELLER AND BUYER 370 CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692,Sections 692.201 -692.205, Florida Statutes,2023 371 (the"Act"),in part,limits and regulates the sale,purchase and ownership of certain Florida properties by certain buyers 372 who are associated with a"foreign country of concern", namely:the People's Republic of China,the Russian 373 Federation,the Islamic Republic of Iran,the Democratic People's Republic of Korea,the Republic of Cuba,the 374 Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic.It is a crime to buy or knowingly sell property 375 in violation of the Act. 376 At time of purchase, Buyer must provide a signed Affidavit which complies with the requirements of the Act. 377 Seller and Buyer are advised to seek legal counsel regarding their respective obhgations and liabilities under the Act. 378 Sea Oaks Property Owners Association,Inc.,a non-profit corporation 379 Buyer: y /� Q%1 J Date: 2i Ck�• 0-2-$ i ice^ 380 Print name: �1 - if/' D. t_.o 1 ;✓I 381 Buyer: Date: 382 Print name: 383 Buyer's address for purpose of notice: • \(\SSIotj` 384 Address: 8811 Highway AlA, Vero Beach.FL 32963 B•'c��••"" Fh r'•,, 7 • • 385 Phone: Fax: ` Indian River County,a olitical subdivision of the Stqte 386 Seller; �r ,Y ` Date: ober 21, 2025 h E. Flescher, Chairman of the Board 387 Print name: 1 p Tax ID No.: 59-6000674 unty Commissioners of Indian River e6iff,ity 388 Seller: ., . Date: 389 Print name: Attest:Ryan L. Butler, Clerk of Court and Comptroller 390 Seller's address for purpose of notice: 391 Address: IRO/27th.St, Van"Rr:a,-h F1 72960 392 Phone: 772-22A-1426 Fax: Email: chicks@indianriver.gov 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 be real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS'and who subscribe to its Code of Ethics.The copyright laws of United States(17 U.S.Code)forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller putt'Clerk Buyer ,a ( )and Seller it'//5( )acknowledge receipt of a copy of this page,which is 8 of 8 pages. VAC-14 I. Rev 8/24 02024 Florida Realtors® Licen -d to Alta Star Software and ID 838.472086 Software and added formatting 0 2024 Alta Star Software,all rights reserved.•www.altastar.com•(877)279-8898 ADDENDUM NUMBER ONE TO VACANT LAND CONTRACT SELLER: Indian River County,a political subdivision of the State of Florida BUYER: Sea Oaks Property Owners Association,Inc. BROKERS: N/A This Addendum Number One to Vacant Land Contract("Contract"), shall modify and amend the said Agreement between the above parties in the following particulars,to wit: SPECIAL CLAUSES: 1. LEGAL DESCRIPTION OF PROPERTY AND ADDITIONAL TRANSFERS: A. Seller agrees to sell,and Buyer agrees to purchase that certain real property depicted in Exhibit"A" attached hereto,incorporated herein by this reference,consisting of approximately 2.41 acres.Seller shall convey the real property by County Deed at closing and Buyer shall take title subject to that Land Lease Agreement dated February 20, 2007 (Verizon Lease) between County and Verizon Personal Communications LP d/b/a Verizon Wireless(Verizon)and that Tri-Party Lease Agreement (Tri-Party Lease)between County, Verizon, and T-Mobile South LLC, dated December 8, 2007, and also subject to an Easement Agreement between Buyer and Wireless EDGE Towers III,LLC. B. In addition to the foregoing, Seller shall also transfer and assign to Buyer on the Closing Date the following: (i) Improvements. All of Seller's right, title, and interest in any improvements, buildings, structures, and related equipment, wells, timber, natural growth vegetation, (hereinafter referred to as the"Improvements")located in and on the Property;and (ii) Tangible Personal Property. All of Seller's right, title, and interest in all fixtures, equipment, machinery, systems, and other permanently affixed elements located on or about the Property and Improvements or used in the operation and maintenance thereof, (hereinafter the"Tangible Personal Property");and (iii) Intangible Property. All of Seller's title and interest in all intangible property (the "Intangible Property"), if any, pertaining to the Property, the Improvements, or the Tangible Personal Property or the use thereof,including,without limitation,easements,oil, gas and mineral interests, leases, all present and future use of wastewater, wastewater capacity, drainage, drainage capacity, water, water capacity, or other utility facilities relating to the Property and Improvements;all reservations of,commitments for,and letters covering any such use,whether or not the same are being currently used to the fullest extent available; approvals, licenses, authorizations, permits, and applications with or from governmental authorities related to or benefiting the Property and the Improvements. References to "Property" within this Contract shall be collectively deemed to include the real property,the Improvements,Tangible Personal Property and Intangible Property referred to above. C. The Seller agrees to close out any permits,whether expired or open,at the seller's expense prior to closing relating to the property. 2. SELLER REPRESENTATIONS: A. Seller represents and warrants to the Buyer as follows: (i) Seller has full power and authority to execute and deliver this Contract and to consummate 1 the transaction contemplated hereunder. (ii) Seller is not a party to any pending suit or action by any third party or governmental body, including administrative proceedings; there are no judgments, decrees, rulings, writs, orders, injunctions or other judicial, administrative or arbitration mandates outstanding against Seller;and Seller has no notice of any alleged city,state,federal,building,zoning, fire or health codes, regulations or ordinance violations filed or issued with regard to the Property;and (iii) Seller will deliver to Buyer,at the Closing Date,good and marketable title to the Property, free and clear of all encumbrances except real property taxes for the current year not yet due and payable,existing zoning,land use and governmental regulations. (iv) Seller owns all oil, gas, and mineral rights and interests appurtenant to the Property, and there has been no severance of the surface/subsurface estate or title to the Property;and (v) The Property is not subject to any claimed or threatened violations of environmental laws, statutes or regulations and Seller has received no notice of the same from any governmental agency;and (vi) There are no special assessments, condemnation or eminent domain proceedings pending or threatened with regard to the Property;and (vii) Seller has received no notice of any default or breach by Seller of any covenants, conditions,restrictions,or easements affecting the Property,or any portion thereof;and (viii) At the time of closing the Property shall have full, free and uninterrupted access to and from all streets and rights of way adjacent to the Property,and Seller has no knowledge of any fact or condition which would result in the termination or impairment of such access. 3. GOVERNING LAW/JURISDICTION: This Contract shall be interpreted pursuant to provisions of the laws of the State of Florida. In the event of any litigation arising out of this Contract,Seller and Buyer stipulate and agree that jurisdiction and venue for the same shall lie in Indian River County,Florida. 4. SURVIVAL OF REPRESENTATIONS AND TERMS: A. The representations and warranties of Seller shall be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. Seller,by having closed the sale of the Property,shall be deemed conclusively to have certified at closing that all representations and warranties were true and correct on and as of the Closing Date, and such representations and warranties shall survive the closing of the transaction contemplated by the Contract and the Closing Date for a period of one(1)year. B. In the event any term,provision,or condition set forth herein or in the Contract requires the action or performance by Seller or by Buyer after the Closing Date or the forbearance of an action or performance by Seller or by Buyer after the Closing Date,then such action or performance or the forbearance of the same shall survive the Closing Date and the dosing of the transaction contemplated by the Contract and this Addendum. 5. ENTIRE AGREEMENT: Except as specifically stated herein,the Contract and this Addendum constitute the entire agreement between the parties and supersedes all agreements, representations, warranties, statements, promises and understandings not specifically set forth in this Contract or in the certificates or documents delivered in connection herewith.Neither party has in any way relied,nor shall in any way rely upon any oral or written 2 agreements,representations,warranties,statements,promises or understandings not specifically set forth in this Contract and attached Addenda. 6. BROKERS COMMISSION: The parties hereby agree and represent that they have not utilized the services of a Real Estate Broker and/or Salesperson with regard to this transaction and that neither party hereto is indebted to or otherwise liable to any party for a commission or other compensation related to the procurement of this transaction.Each party hereto agrees to indemnify and hold harmless the other party for any claims for a commission or other compensation by any third party resulting from the indemnifying party's actions or inactions. 7. INTEGRATION: This Addendum Number One shall be and is hereby made a part of the Contract between the parties executed simultaneously herewith. The terms of this Addendum supersede those inconsistent terms contained in the printed form Contract and in the event of a conflict between the terms of this Addendum and the printed form Contract,the provisions of this Addendum shall control. "SELLER" """"" •"" . "BUYER" •�.y•pR ..... ✓A INDIAN RIVER COUNTY ;=oJF9s*� SEA OAKS PROERTY OWNERS * `� ► =*:ASSOCIATION,INC BY // :41".��✓ = By: Jos;4; 'Flesher, hairman of the' .:' Nay." Cr ty Commissioners of Indian Riverea6 ? Attest: Ryan L.Butler,Cl f Court and Comptroller Tax ID No.: 59-6000674 Telephone: 772-266-1426 Address: 1801 27th Street,Vero Beach,FL 32960 Email:chicks@indianriver.gov Approved as to orm and Legal sufficiency: B : - ri: o,,her A.Hicks As•is . t County Attorney 3 EXHIBIT A LEGAL DESCRIPTION