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HomeMy WebLinkAbout2026-113Commercial Contract °:1. ' i Realtors 1 1. PARTIES AND PROPERTY: Indian River County ("Buyer") 2 agrees to buy and John r,1 Luther Trustee of the William M Luther Irrevocable Trust dated July 13 2004 ("Seller") 3 agrees to sell the property at: 4 Street Address: 2705-3005 73rd St., Vero Beach. FL 32967 5 s Legal Description: See Exhibit A 7 8 and the following Personal Property: 9 10 (all collectively referred to as the "Property") on the term: and conditions set forth below. 11 2. PURCHASE PRICE: $ 12 (a) Deposit held in escrow by: _ _ $ 13 ("Escrow Agent") (chw.ks are subject to actual and final oollectlon) 14 Escrow Agent's address: P i Phone: 15 (b) Additional deposit to be made to Escrow Agent 16 [] within days (3 days, if left blank) after comp,etion of Due Diligence Period or 17 [--]within_ days after Effective Date $ 18 (c) Additional deposit to be made to Escrow Agent 19 ❑ within days (3 days, if left blank) after coml !etion of Due Diligence Period or 20 ❑ within days after Effective Date 21 (d) Total financing (see Paragraph 5) 22 (e) Other _ 1.590.000.00 M1 $ 0.00 $ Nff S 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. $ 1,590,000.00 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. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMMUTATION OF TIME: Unless this offer is signed by Seller 29 and Buyer and an executed copy delivered to all parties on or before , this offer 30 will be withdrawn and the Buyer's deposit, if any, will be returned.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 Initialers and delivered this offer or the final counter offer or 33 1.119,11 __. Calendar days will bo used when computing time periods, except time periods of 5 34 days or less. Time periods of 5 days or less will be comp, ped without including Saturday. Sunday, or national legal 35 holidays. Any time period ending on a Saturday, Sunday, ar national legal holiday will extend until 5:00 p.m. of the next 36 business day. Time is of the essence in this Contract. 37 4. CLOSING DATE AND LOCATION: 38 (a) Closing Date: This transaction will be closed on _ (Closing Date), unless 39 specifically extended by other provisions of this Contract. The Closing Date will prevail over all other time periods 40 including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended Buyer ( ) (_ ) and Sollar ( j ( ) acknowledge recei.,t of a copy of this page, which is Page 1 of 8 Pages. CC -5x Rev. 7123 ©2023 Florida Reattora' Seri W 019940-800189-a433720 For m Simplicity 41 on Closing Date and Buyer is unable to obtain property )surance, Buyer may postpone closing up to 5 days after 42 the insurance underwriting suspension is lifted. 43 (b) Location: Closing will take place in Indian River County, Florida. (If left blank; closing will take place in the 44 county where the property is located.) Closing may be conducted by mail or electronic means. 45 5. THIRD PARTY FINANCING: 46 BUYER'S OBLIGATION: On or before '' 'A days (5 days it left blank) after Effective Date, Buyer will apply for third 47 party financing in an amount not to exceed 10 % of the h Irchase price or $ , with a fixed 48 interest rate not to exceed % per year with an initial variable interest rate not to exceed N/A %, with points or 49 commitment or loan fees not to exceed % of the print'pal amount, for a term of __, years, and amortized 50 over — years, with additional terms as follows: 51 :,ash ; jnsaction, No F Irlc ,c;; I j 52 Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any 53 lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within days (45 days if left 54 blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close 55 the loan. Buyer will keep Seller and Broker fully informed ab,)ut loan application status and authorizes the mortgage 56 broker and lender to disclose all such information to Seiler and Broker. Buyer will notify Seller immediately upon 57 obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and reasonable 58 diligence, fails to obtain Loan Approval by Loan Approval Dale, Buyer may within ___ days (3 days if left blank) 59 deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. 60 If Buyer does neither, then Seller may cancel this Contract I t delivering written notice to Buyer at any time thereafter. 61 Unless this financing contingency has been waived, this Cor ract shall remain subject to the satisfaction, by closing, of 62 those conditions of Loan Approval related to the Property. DI 'POSIT(S) (for purposes of Paragraph 5 only): If Buyer 63 has used good faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date L .ld 64 thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or 65 before the Closing Date without fault on Buyer's part, the Deposit(s) shall be returned to Buyer, whereupon both 66 parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving 67 the termination of this Contract. if neither party elects to terminate this Contract as set forth above or Buyer fails to use 68 good faith or reasonable diligence as set forth above. Seller vill be entitled to retain the Deposit(s) if the transaction 69 does not close. For purposes of this Contract, "Loan Approwil" means a statement by the lender setting forth the terms 70 and conditions upon which the lender is willing to make a pat titular mortgage loan to a particular buyer. Neither a pre - 71 approval letter nor a prequalification letter shall be deemed a,.Loan Approval for purposes of this Contract. 72 6. TITLE: Seller has the legal capacity to and will convey m:lrketable title to the Property by [statutory warranty 73 deed ❑ special warranty deed other free of liens, easements and 74 encumbrances of record or known to Seller, but subject to p operty taxes for the year of closing; covenants, 75 restrictions and public utility easements of record; existing 7, ning and governmental regulations; and (list any other 76 matters to which title will be subject) 77 78 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the 79 Property as 80 (a) EvidencP of Title: The party who pays the premium for the title insurance policy will select the closing agent 81 andpay for the title search and closing services. Seller will, at (check one) ❑ Seller's Buyer's expense and 82 within 5 days after Effective Date or at least days before Closing Date deliver to Buyer (check one) 83 ❑ (i) a title insurance commitment by a Florida licensed title insurer setting forth those matters to be discharged by 84 Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount of the purchase 65 price for fee simple title subject only to exceptions stateo above. If Buyer is paying for the evidence of)tle and 86 Seller has an owner's policy, Seller will deliver a copy tc. Buyer within '15 days after Effective Date. (ii.) an 87 abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. e8 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed 89 insurer as a base for relssuance of coverage may be ust.A. The prior policy will Include copies of all policy 90 exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer (� ) (_ ) and Seller (4 1(_ acknowledge receipt o a copy of this page, which is Page 2 of 8 Pages. CC -5x Rev 7123 ©2023 Florida Realtors° Sedal# 019940-600169-0433220 Folin ni 5illipIlCliy 91 Buyer's closing agent together with copies of all do uments recited in the prior policy arid in the update. If such 92 an abstract or prior policy is not available to Seller ti len (i.) above will be the evidence of title. 93 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within 5 days from receipt of the notice 96 ("Curative Period"). Seller shall use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of notice of such curing or the 98 scheduled Closing Date. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be 99 cured within the Curative Period. If the defects are nyt cured within the Curative Period, Buyer will have 10 days 100 from receipt of notice of Seller's inability to cure the'8efects to elect whether to terminate this Contract or accept 101 title subject to existing defects and close the transaction without reduction in purchase price. 102 (c) SLVvey: (check applicable provisions below) 103 VSeller will, within days from Effective Date, deliver to Buyer copies of prior surveys, 104 plans, specifications, and engineering documents, if any, and the following documents relevant to this 105 transaction: 106 __ _ __ _ _ 107 prepared for Seller or In Seller's possession, which show all currently existing structures. In the event this 108 tral,iaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the 109 date this Contract is terminated. 110 Buyer will, at ❑ Seller's Buyer's expense and within the time period allowed to deliver and examine 111 title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals 112 encroachments on the Property or that the improve ents encroach on the lands of another, [- Buyer will 113 accept the Property with existing encroachments such encroachments will constitute a title defect to be 114 cured within the Curative Period. 115 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. 116 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, 117 ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller 118 makes no warranties other than marketability of title. In the event that the condition of the Property has materially 119 changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a 120 refund of any and all deposits paid, plus interest, if applicable, or require Seller to return the Property to the required 121 condition existing as of the end of Due Diligence period, �1e cost of which is not to exceed $ (1.5% of 122 the purchase price, if left blank), By accepting the Property "as is", Buyer waives all claims against Seller for any 123 defects in the Property. (Check (a) or (b)) 124 ❑ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" 125 condition. 126 (b) Due Diligence Period: Buyer will, at Buyer's expense and within 21 days from Effective Date ("Due 127 Yirigence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the 128 term of this Contract, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which 129 Buyer teems necessary to determine to Buyer's saJsfaction the Property's engineering, architectural, 130 environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 131 regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, 132 state and regional growth management and comprehensive land use plans; availability of permits, government 133 approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground 134 water contamination; and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property 136 is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property in 137 its present "as is" condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the 1313 Property at any time during the term of this Contract for the purpose of conducting Inspections, upon reasonable 139 notice, at a mutually agreed upon time; provided, however, that Buyer, its agents, contractors and assigns enter 140 the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from 141 losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from 142 liability to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer 143 will not engage in any activity that could result in a mechanic's lien being filed against the Property without 144 Seller's prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the Buyer (_ ) (_ )and Seller t4) ( ) acknowledge receil of a copy of this page, which is Page 3 of 6 Pages. CC -5x Rev. 7123 ©2023 Florida ReaftorsO SerlaW 0109408001898433220 Form Simplicity 145 Property resulting from the Inspections and return the Prr ,perty to the condition it was in prior to conduct of the 146 Inspections, and (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a 147 result of the Inspections. Should Buyer deliver timely notipe that the Property is not acceptable, Seller agrees that 148 Buyer's deposit will be immediately returned to Buyer and the Contract terminated. 149 (c) Walk-through Inspection: Buyer may, on the day pi for to closing or any other time mutually agreeable to the 150 parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and 151 to ensure that all Property is on the premises. 152 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 153 business conducted on the Property in the manner operated prior to Contract and will take no action that would 154 adversely impact the Property after closing, as to tenants, lenders or business, if any. Any changes, such asrenting 155 vacant space, that materially affect the Property or Buyer's intended use of the Property will be permitted only with 156 Buyer's consent ❑ without Buyer's consent. 157 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 158 the norms where the Property is located. 159 (a) Possesslon and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 160 closing. Seller will provide keys, remote controls, and ar y security/access codes necessary to operate all locks, 161 mailboxes, and security systems. 162 (b) Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing 163 statements and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and 164 recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or 165 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 166 (c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable 161 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 168 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 169 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 170 contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium 171 documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters (if 172 applicable); tenant subordination, non -disturbance and attornment agreements (SNDAs) required by the Buyer or 173 Buyer's lender; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the 174 change in ownership/rentai agent. If any tenant refuses to execute an estoppels letter, Seller, if requested by the 175 Buyer in writing, will certify that information regarding tt a tenant's lease is correct. If Seller is an entity, Seller will 176 deliver a resolution of its governing authority authorizintl the sale and delivery of the deed and certification by the 177 appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the 178 requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, 179 mortgages and notes, security agreements., and finan&ig statements. 180 (d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond 181 payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance 182 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 183 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used � th due 184 allowance being made for improvements and exemptio,is. Any tax proration based on an estimate will, at request 185 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 186 (e) Speclal Assessment Liens: Certified, confirmed, a, id ratified special assessment liens as of the Closing Date 187 will be paid by Seller. If a certified, confirmed, and ratifil:d special assessment is payable in installments, Seller will 188 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 189 beyond the Closing Date prorated, and Buyer will assu ne all installments that become due and payable after the 190 Closing Date. Buyer will be responsible for all assessmgnts of any kind which become due and owing after Closing 191 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 192 completed as of the Closing Date but has not resulted i I a lien before closing, Seller will pay the amount of the last 193 estimate of the assessment. This subsection applies to special assessment liens Imposed by a public body and 194 does not apply to condominium association special ass:assments. 195 (f) Foreign Investment in Real Property Tax Act (FIF'PTA): If Seller is a "foreign person" as defined by FIRPTA, 196 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 197 complete, execute, and deliver as directed any instrum. int, affidavit, or statement reasonably necessary to comply Buyer ( ) () and Seller } ( } acknowledge receipt ' a copy of this page, which is Page 4 of 8 Pages. CC -5x Rev. 7/23 ��� Q2023 Florida Realtors° Serial#. 019940.8001898433220 F, )i m Slrliplicity 198 with the FIRPTA requirements, including delivery of Ineir respective federal taxpayer identification numbers or 199 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 200 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 201 requirement. 202 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent") to receive, 203 deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance with the 204 terms of this Contract. The parties agree that Agent will not be liable to any person for misdelivery of escrowed items to 205 Seller or Buyer, unless the misdelivery is due to Agent's,willful breach of this Contract or gross negligence. If Agent 206 has doubt as to Agent's duties or obligations under this Contract, Agent may, at Agent's option, (a) hold the escrowed 207 items until the parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator 205 determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having jurisdiction over los the matter and file an action in interpleader. Upon notifying the parties of such action, Agent will be released from all 210 liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate 211 broker, Agent will comply with Chapter 475, Florida Statues. In any suit in which Agent interpleads the escrowed items 212 or is made a party because of acting as Agent hereunder. Agent will recover reasonable attorney's fees and costs 213 incurred, with these amounts to be paid from and out of the escrowed items and charged and awarded as court costs 214 in favor of t' 9 prevailing party. 215 11. CURE PERIOD: Prior to any claim for default being shade, a party will have an opportunity to cure any alleged 216 default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non - 217 complying party specifying the non-compliance. The non -complying party will have 5 days (5 days if left blank) after 218 delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. 219 12. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 220 to each other for damages so long as performance or nori-performance of the obligation, or the availability of services, 221 insurance, or required approvals essential to Closing, is disrupted, delayed, caused or prevented by Force Majeure. 222 "Force Majeure" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, unusual 223 transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent effort, the 224 non-performing party is unable In whole or in part to prevent or overcome. All time periods, including Closing Date, will 225 be extended a reasonable time up to 7 days after the For(:e Majeure no longer prevents performance under this 226 Contract, provided, however, if such Force Majeure conti, iues to prevent performance under this Contract more than 227 30 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to the other 226 and the Deposit shall be refunded to Buyer, thereby releasiny Buyer and Seller from all further obligations under this Contract. 229 13. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 230 not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 231 will be returned in accordance with applicable Florida taws and regulations. 232 14. DEFAULT: 233 (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 234 the title marketable after diligent effort, Buyer may elect to receive return of Buyer's deposit without thereby 235 waiving any action for damages resulting from Seller's breach and may seek to recover such damages or seek 236 specifi performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 237 brokerage fee. 238 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) 239 retain all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 240 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek 241 specific performance. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) 242 terminate the Contract arid seek the remedy outlined in this subparagraph or (2) proceed with the Contract without 243 waiving any remedy for Buyer's default. 244 15. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the 245 prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable 246 attorneys' fees, costs, and expenses. 247 16. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 248 electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, 249 document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) 250 representing a party will be as effective as if given by or delivered to that party. Buyer t�') L__) and Seller W) acknowledge recoil of a copy of this page, which is Page 5 of 8 Pages. CC -5x Rev. 7123 =023 Floes Ream* Sona!# 01984040018848433220 Form Simplicity 251 17, DISCLOSURES: 252 (a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales 253 Commission Lien Act provides that a broker has a lien boon the owner's net proceeds from the sale of 254 commercial real estate for any commission earned by thib broker under a brokerage agreement. The lien upon the 255 owner's net proceeds is a lien upon personal property v, rich attaches to the owner's net proceeds and does not 256 attach to any interest in real property. This lien right caF lot be waived before the commission is earned. 257 (b) Special Assessment Liens Imposed by Public: Body: The Property may be subject to unpaid special 258 assessment lien(s) imposed by a public body. (A publif body includes a Community Development District.) Such 259 liens, if any, shall be paid as set forth in Paragraph 9(e) 260 (c) Radon Gas: Radon is a naturally occurring radioi�ctive gas that, when it has accumulated in a building in 261 sufficient quantities, may present health risks to persc is who are exposed to it over time. Levels of radon that 262 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon 263 and radon testing may be obtained from your county pul iic health unit. 264 (d) Energy -Efficiency Rating Information: Buyer acl iowiedges receipt of the information brochure required by 265 Section 553.996, Florida Statutes. 266 18. RISK OF LOSS: 267 (a) If, after the Effective Date and before closing, the Pu)perty is damaged by fire or other casualty, SQller will 268 bear the risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to 269 Buyer. Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and 270 Seller will credit the deductible, if any and transfer to B� iyer at closing any insurance proceeds, or Seller's claim 271 to any insurance proceeds payable for the damage. Seiler will cooperate with and assist Buyer in collecting any 272 such proceeds. Seller shall not settle any insurance ch, m for damage caused by casualty without the consent of 273 the Buyer. 274 (b) If, after the Effective Date and before closing, any p ert of the Property is taken in condemnation or under the 275 right of eminent domain, or proceedings for such taking;will be pending or threatened, Buyer may cancel this 276 Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of 277 purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at 278 closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate 279 with and assist Buyer in collecting any such award. 280 19. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise n is not 281 assignable ❑ is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment agreement 282 to the Seller at least 5 days prior to Closing. The terms "Buyer, " "Seller" and "Broker" may be singular or plural. This 283 Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if 284 assignment is permitted). 205 20. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. 286 Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. 297 Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated 288 electronically or on paper will be acceptable for all purposes including delivery, and will be binding. Handwritten or 289 typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract 290 is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Cc,.itract will be 291 construed under Florida law and will not be recorded in any public records. 292 21. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a 293 licensed real estate Broker other Ittan: 294 (a) Seller's Broker: r�C'�•l� _ (Company Name) (Licensee) 295 296 297 298 299 300 301 (Address, Telephone, Fax E-mail) who ❑ is a single agent ❑ is a transaction broker �] has rip brokerage relationship and who will be compensated by El Seller ❑ Buyer both parties pursuant to ❑ a listing Agreement ❑ other (specify) (b) Buyer's Broker: (Company Name) (Address, Telephone, Fax, E-mail) (Licensee) �ivt 1 Buyer () ( _ ) and Seller �) () acknowledgo receipt( a copy of this page, which is Page 6 of 8 Pages. CC -5x Rev. 7123 Seha* 019940-000109-6433220 02023 Florida Realtors* Form Simplicity 302 who F-1 is a single agent [ I is a transaction broker F] has no brokerage relationship and who will be compensated by 303 ❑ Seller's Broker ❑ Seller ❑ Buyer ❑ both parties pursuant to ❑ an MLS offer of compensation ❑ other (specify) 304 305 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to 306 inquiries, introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to 307 indemnify and hold Broker harmless from and against lo,,>ses, damages, costs and expenses of any kind, including 308 reasonable attorneys' fees at all levels, and from liability to any person, arising from (1) compensation claimed which is 309 inconsistent with the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to 310 Paragraph 10, (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of 311 services regulated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and 312 expenses incurred by any third party whom Broker refersr recommends, or retains for or on behalf of Seller or Buyer. 313 22. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to 314 this Contract): 315 ❑ (A) Arbitration ❑ (E) Seller Warranty ❑ (1) Existing Mortgage 316 ❑ (B) Section 1031 Exchange ❑ (F) Coastal Construction Control L❑ (J) Buyer's Attorney Approval 317 ❑ (C) Property Inspection and Repair ❑ (G) Flood Area Hazard Zone ❑ (K) Seller's Attorney Approval 318 [] (D) Seller Representations ❑ (H) Seller Financing ❑ Other 319 23. ADDITIONAL TERMS: 320 321 Contract is contingent nt upon approval by the Indian River County Board of County Commissioners after review of 322 bond counsel to ensure compliance with the terms oTbonds. — - ---� 323 324 325 326 327 328 329 330 THIS IS INTENDED TO BE A LEGALLY BINDING CON i RACT. IF NOT FULLY UNDERSTOOD, SEEK THE 331 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BRC> CER ADVISES BUYER AND SELLER TO VERIFY ALL 332 FACTS AND REPRESENTATIONS THAT ARE IMPOR'i ANT TO THEM AND TO CONSULT AN APPROPRIATE 333 PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPI. :, INTERPRETING CONTRACTS, DETERMINING THE 334 EFFECT OF LAWS ON THE PROPERTY AND TRANSE .CTION, STATUS OF TITLE, FOREIGN INVESTOR 335 REPORTING REQUIREMENTS, ETC.) AND FOR TAX, :1ROPERTY CONDITION, ENVIRONMENTAL AND OTHER 336 ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 337 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER 338 REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF 339 THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 340 GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND 341 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. Buyer (_) (___) and Seller (�i( ) acknowledge receit.: of a copy of this page, which is Page 7 of 8 Pages, CC -5x Rev. 7/23 92023 Florida Realtors° SedaW 019940A00169A433220 f Orrn ,Simplicity 342 Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other 343 party that such signatory has full power and authority to enter into and perform this Contract in accordance with its 344 terms and each person executing this Contract and other documents on behalf of such party has been duly authorized 345 to do so. 346 ATTENTION: SELLER AND BUYER 347 CONVEYANCES TO FOREIGN BUYERS: Part III of Chaptei 692, Sections 692.201 - 692.205, Florida Statutes, 2023 348 (the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers 349 who are associated with a "foreign country of concern", namely: the People's Republic of China, the Russian 350 Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the 351 Venezuelan regime of NicolAsMaduro, or the Syrian Arab Republic. It is a crime to buy or knowingly se" property 352 in violation of the 353 At time of purchases44ir m tlr 'i a signed Affidwiit which complies with the requirements of the Act. 354 Seller and Buyer arfAd.vi to _lega c punsel regarding their respective obligations and liabilities under the Act. 355 (Signature of Buyer'. := 4; 356 Dervl Loar ,' .. Iegt<`,•�' (Typed or Printed Name df`.Bt3 "C 357 Title: Chairman 358 RM (Signature of Buyer (Typed or Printed Name of Buyer) 360 Title: 361 Buyer's Address for purpose of notice Date: June 16, 2026 APPROVED AS TO FORM Tax ID No.:3BY AL FICIENCY Telephone:AC UNTY ATTORNEY Date: Tax ID No.: _ Telephone: 362 Facsimile: Email: -- , 363 c lSZ l U t 1 _ Date: ti V1 y I (Sign ture of Seller) 364 _ JC) f I xj 4A. L4:.>t 1 ► e7 Tax ID No.: (Typed or Printed Name of Seller) 4 365 Title: _ 1 i.1!�5E_ &F. -MC VQl "J G Xi__ Telephone: 366 �'t. Ltl 1G7Date: (Signature of Seller) 367 (Typed or Printed Name of Seller) 368 Title: 369 Seller's Address for purpose of notice: 370 Facsimile: Tax ID No.: Telephone: Email: Florida REALTORS' makes no representation as to the legal validity or ad ;quacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with exterlsive 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`. REP'_TOR' Is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSO( NTION OF REALTORSaand who subscribe to its Code of Ethics The copyright laws of United States (17 U.S. Code) forbid the unauthorized re oduction of this form by any means including facsimile 'computerized forms. Buyer \() ( ) and Seller (�L_) acknowledge receipt, f a copy of this page, which is Page 8 of 8 Pages. CC -5x Rev. 7/23 Attest: Ryan L. Butler, Clerk of 02023 Florida Realtors SeriaW 019940-600169-8433220 Circuit Court and Comptroller For 11.) Simplicity By Deputy Clerk Exhibit A PARCEL 1: The North 16 114 acres of Government Lot 3 said Government Lot 3 being the Fractional Northeast Quarter of the Southeast Quarter, of Section 3, Township 32 South, Range 39 East, in the Public Records of Indian River County, Florida. Also Known As: A parcel of land situated, lying, and being in Government Lot 3, Section 3, Township 32 South, Range 39 East, Indian River County, Florida, as described in the conveyance to Louis Harris and Wife, from B. K Kersey and Edna Kersey, and recorded in Deed Book 30, Page 596, of the Public Records of Saint Lucie County, Florida: The North 16114 acres of Lot 3, Section 3, Section 32 South, Range 39 East, this being all of Lot 3 Except 12 acres on South and Deeded to Martha Hamilton and W. T. McCutlers, said Deeds being more particularly described as follows: LESS AND EXCEPTthe land described in the Warranty Deed to W. T. McCutlers, from J. M. McCullers Sr. and M. P. McCutlers, and recorded in Deed Book 22, Page 573, of the Public Records of Saint Lucie County, Florida, being more particularly described as follows: Commencing at the Southwest corner Lot Three, thence running North 75 Yards to Point of Beginning; thence running North 83 Yards; thence East 330 Yards; thence South 83 Yards; thence West 330 Yards to Point of Beginning, being a portion of Section 3, Township 32 South of Range 39 East also, LESS AND EXCEPT the land described in the Warranty Deed to Martha Hamilton, from J. M. McCullers Sr. and M. P. McCullers, and recorded in Deed Book 22, Page 575, of the public Records of Saint Lucie County, Florida, being more particularly described as follows: Commencing at the Southwest corner of Lot 3; thence running North 75 Yards; thence East 333 Yards; thence South 75 Yards; thence West 333 Yards to Point of Beginning, being a portion of Section 3, Township 32 South of Range 39 East. Also, LESS AND EXCEPT the land described in the Special Warranty Deed to the State of Florida, from Theresa C., Paul G., Helen O., William M., and Selma I. Luther, and recorded in Official Records Book 99, Page 644, of the Public Records of Indian River County, Florida, being more particularly described as follows: The North 30 feet of the North 16.25 acres of Lot 3 in Section 3, Township 32 South, Range 39 East; together with all riparian rights thereunto appertaining; ALSO, LESS AND EXCEPT the land described in the Quit Claim Deed to C. C. Pippin and Edith H. Pippin, from Jimmy McCullers and Margaret McCullers and recorded in Official Records Book 218, Page 368, of the Public Records of Indian River County, Florida, being more particularly described as follows: The South 474 feet of Government Lot 3, Section 3, Township 32 South, Range 39 East, excepting lands conveyed to Wilhoit in Deed Book 33, Page 441, Indian River County Records, said land lying and being in Indian River County, Florida. Subject to all easements, restrictions, reservations, abandonments, and rights of way of record. AND PARCEL 2: The North 12 acres of Government Lot 2, Section 2, Township 32 South, Range 39 East; in the Public Records of Indian River County, Florida. Also Known As: A parcel of land situated, lying, and being in the Southwest 1/4 of Section 2, Township 32 South, Range 39 East, Indian River County, Florida, as described in the conveyance to Homer C. Fletcher, from the trustees of the internal improvement fund of the State of Florida, and recorded in Deed Book 46, Page 157, of the Public Records of Indian River County, Florida: All Southwest 1/4 (Except to Hamilton & Braswell), being more particularly described as follows: The Fractional Southwest 1/4 of Section 2, Township 32 South, Range 39 East, Indian River County, Florida; LESS AND EXCEPT the land described in the conveyance to G. A. Hamilton, from Winter Beach Land Company, and recorded in Deed Book 17, Page 353, of the Public Records of Indian River County, Florida, being even more particularly described as follows: Beginning at the Southwest corner of Section 2 and the Northeast corner of Section 10, and running North 1320 feet, thence East 330 feet, thence South 1320 feet, to the Section line between Section 2 and Section 11, thence West along said line 330 feet to the Point of Beginning, in the Southwest corner of Section 2, Township 32 South, Range 39 East; being a portion of the same premises that were conveyed from A. C. Crabe to Albert Nelson and Joseph N. Hankins, by Deed Dated March 22, 1919, and recorded in the Office of the clerk of the Circuit Court of Saint Lucie County, Florida, in Deed Book 35 on Page 39; also LESS AND EXCEPT the land described in the Quit Claim Deed to C.C. Braswell, from Herman S. Davis and Coreita Register Davis, and recorded in Deed Book 6, Page 93, of the Public Records of Indian River County, Florida, being even more particularly described as follows: That tract of land and marsh in Section 2, Township 32 South ,Range 39 East, lying and being in Indian River County, Florida, to -wit: Beginning at the Southwest corner of Section 2, Township 32 South, Range 39 East, and the Northeast corner of Section 10, Township 32 South, Range 39 East, at a corner of property formerly belonging to Dr. A.B. Dennis, and run East 344 feet to a Stake to the Point of Beginning of this Survey: thence North 1320 feet to a stake; thence East 500 feet to Indian River, a Stake on West Bank of said River, at, or in the edge of the Water, thence South 31 degrees East with the River, 1540 feet, more or less, to a stake at the intersection of the Section line between Sections 2 and 11, with the said Indian River; thence West 1300 feet more or less to the Point of Beginning, being a portion of the property recorded in Deed Dated June 10, 1916, and recorded Deed Book 33, Page 1, being the same property as was conveyed by Allen C. Crabe to said Herman S. Davis; Subject to that portion of Lateral Ditch No. 4 as shown on the State of Florida State Road Department right of way Map, Section 88010-2208, Road Number 5, recorded in Plat Book 6, Page 50, Indian River County, Florida, Public Records, said Lateral Ditch No. 4 Terminating at the Indian River, being more particularly described as follows: The North 30 feet of the Fractional Southwest 1/4 of Section 2, Township 32 South, Range 39 East, Indian River County, Florida; Subject to all easements, restrictions, reservations, abandonments, and rights of way of record.