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HomeMy WebLinkAbout2008-093B1,3 Commercial Commercial Contract FLORIDA ASSOCIATION OF REALTORS® 1 1. PURCHASE AND SALE: Indian River Coun a political subdivision of the State of Florida — ("Buyer') 2 agrees to buy and _ — Jeraldine Lawrence ("Seller') 3 agrees to sell the property described as: Street Address: 1959 43rd Avenue. Vero Beach. FL 32960_ 4 5 Legal Description: — — See Attached Exhibit'A" 7 and the following Personal Property: 9 (all collectively referred to as the "Property") on the terms and conditions set forth below. The "Effective Date" of this 10 Contract is the date on which the last of the Parties signs the latest offer. Time is of the essence in this Contract. 11 Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal holidays and any time 12 period ending on a Saturday, Sunday or national legal holiday will be extended until 5:00 p.m. of the next business day. 13 2. PURCHASE PRICE: $ 930,000.00 14 (a) Deposit held in escrow by — N/A $ N/A 15 (b) Additional deposit to be made within days from Effective Date $ N/A 16 (c) Total mortgages (as referenced in Paragraph 3) $ N/A 17 (d) Other: $ N/A 18 (e) Balance to close, subject to adjustments and prorations, to be made with cash, locally $ 930.000.00 19 drawn certified or cashier's check or wire transfer. IV W1 Ll 1%W F�� IWF xlree-edfle" IV I 25 31 Buyer and Seller (t acknowledge receipt of a copy of this page, which is page 1 of 5 Pages, 4Association 0, O_ n All Rights Rese�d This ton produced by: F0rF7KAbltW 0 :... ,\ IA 32 4. TITLE. Seller has the legal capacity to and will convey marketable title to the P „ perty by ❑ statutory warranty deed 33 $ other - warranty deed _ - free of liens, easements and encumbrances of record or known to 34 Seller, but subject to property taxes for the year of closing, covenants, restrictions and public utility easements of record, and 35 (list any other matters to which title will be subject) 36 — – – 37 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property 38 as 39 (a) Evidence of Title. Seller will, at (check one) ❑ Seller's X Buyer's expense and within days ❑ from Effective 40 Date X prior to Closing Date ❑ from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer 41 (check one) 42 X a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's 43 policy in the amount of the purchase price for fee simple title subject only to exceptions stated above. 44 ❑ an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 45 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed 46 insurer as a base for reissuance of coverage. The prior policy will include copies of all policy exceptions and an update 47 in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer's closing agent together 48 with copies of all documents recited in the prior policy and in the update. 49 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title 50 defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers 51 proper written notice and Seller cures the defects within 15 days from receipt of the notice ("Curative Period"). If the 52 defects are cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such 53 curing. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative 54 Period. If the defects are not cured within the Curative Period, Buyer will have 1 0 days from receipt of notice of Seller's 55 inability to cure the defects to elect whether to terminate this Contract or accept title subject to existing defects and close 56 the transaction without reduction in purchase price. The party who pays for the evidence of title will also pay related title 57 service fees including title and abstract charges and title examination. 58 (c) Survey: (check applicable provisions below) 59 ® Seller will, within 5 days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, 60 and engineering documents, if any, and the following documents relevant to this transaction: 61 prepared for Seller or in Seller's 62 ssession, which show all currently existing structures. 63 Buyer will, at ❑ Seller's 1$' Buyer's expense and within the time period allowed to deliver and examine title 64 evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals 65 encroachments on the Property or that the improvements encroach on the lands of another, ❑ Buyer will accept the 66 Property with existing encroachments ❑ such encroachments will constitute a title defect to be cured within the 67 Curative Period. 68 (d) Ingress and Egress. Seller warrants that the Property presently has ingress and egress. 69 (e) Possession: Seller will deliver possession and keys for all locks and alarms to Buyer at closing 70 5. CLOSING DATE AND PROCEDURE: This transaction will be closed in Indian River County, 71 Florida on or before See Addendum "B" or within days from Effective Date ("Closing Date"), unless otherwise 72 extended , herein. ❑ Seller ❑ Buyer will designate the closing agent. Buyer and Seller will, within days from 73 Effective Date, deliver to Escrow Agent signed instructions which provide for closing procedure. If an institutional lender is 74 providing purchase funds, lender requirements as to place, time of day, and closing procedures will control over any contrary 75 provisions in this Contract. 76 (a) Costs: Buyer will pay taxes and recording fees on notes, mortgages and financing statements and recording fees for 77 the deed. Seller will pay taxes on the deed and recording fees for documents needed to cure title defects. If Seller is 78 obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to 79 satisfy the encumbrances. 80 (b) Documents: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent 81 roll, tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying 82 tenants of the change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that 83 information regarding the tenant's lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of 84 Directors authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution 85 and setting forth facts showing the conveya ce conforms with the requirements of local law. Seller will transfer security 86 deposits to Buyer. Buyer will provide the o ing statement, mortgages and notes, security agreements and financing 87 statement 88 Buyer +__J and Selle , acknowledge receipt of a copy of this page, which is page 2 of 5 Pages. A CC -2 01997 Florida Association of REALTORll Rights Reserved This form produced by: Fon 800-499-9612 Vic) Taxes, Assessments, and Pro rations: The following items will be made cut.. at and prorated X as of Closing Date 1 as of real estate taxes, bond and assessment payments assumed by Buyer, interest, rents, association dues, insurance premiums acceptable to Buyer, operational expenses and If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. Seller is aware of the following assessments affecting or potentially affecting the Property: Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless the improvement is substantially completed as of Closing Date, in which case Seller will be obligated to pay the entire assessment. (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ("FIRPTA") requires Buyer to withhold at closing a portion of the purchase proceeds for remission to the Internal Revenue Service ("I.R.S.") if Seller is a "foreign person" as defined by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to closing, appropriate documentation to establish any applicable exemption from the withholding requirement. If withholding is required and Buyer does not have cash sufficient at closing to meet the withholding requirement, Seller will provide the necessary funds and Buyer will provide proof to Seller that such funds were properly remitted to the I.R.S. 6. ESCROW: Buyer and Seller authorize N/A Telephone: __. Facsimile: Address: _ to act as "Escrow Agent" to receive funds and other items and, subject to clearance, disburse them in accordance with the terms of this Contract. Escrow Agent will deposit all funds received in ❑ a non-interest bearing escrow account ❑ an interest bearing escrow account with interest accruing to with interest disbursed (check one) Dat closing ❑ at intervals. If Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (a) hold the subject matter of the escrow until the parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties' rights regarding the escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If a licensed real estate broker, Escrow Agent will comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the subject matter of the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of the prevailing party. The parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of escrowed items, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence. 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties other than marketability of title. By accepting the Property "as is," Buyer waives all claims against Seller for any defects in the property. (Check (a) or (b)) X (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" condition. 150 Buyer :KOSM This I= produced by: 151 (c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties, 152 conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and to ensure that 153 all Property is on the premises. 154 (d) Disclosures: 155 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient 156 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal 157 and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing 158 may be obtained from your county public health unit. 159 2. Energy Efficiency: Buyer may have determined the energy efficiency rating of the building, if any is located on the 160 Real Property. 161 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 162 business conducted on the Property in the manner operated prior to Contract and will take no action that would adversely 163 impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, tha_ tmaterially affect 164 the Property or Buyer's intended use of the Property will be permitted Xonly with Buyer's consent _ without Buyer's 165 consent. 166 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met 167 and Buyer has timely given any required notice regarding the condition having not been met, Buyers deposit will be returned 168 in accordance with applicable Florida laws and regulations. 169 10. DEFAULT: 170 (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 the title 171 marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific 172 performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. 173 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all 174 deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this 175 Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If 176 Seller retains the deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all 177 forfeited deposits retained by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. 178 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing 179 party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, 180 costs and expenses. 181 12. BROKERS: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a 182 licensed real estate Broker other than: 183 (a) List in Broker: Real Estate & Management Group, Inc. 184 who is i9an agent of Seller a transaction broker a nonrepresentative and 185 who will be compensated by x Seller Buyer both parties pursuant to a listing agreement other (specify) 186 3% of the purchase price. 187 188 189 (b) Cooperating Broker: N/A 190 who is an agent of a transaction broker a nonrepresentative and 191 who will be compensated by Buyer Seller both parties pursuant to an MLS or other offer of compensation to 192 a cooperating broker other (specify) 193 _. _... 194 _.. 195 196 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to inquiries, 197 introductions, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold 198 Broker harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys'fees at 199 all levels, and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation 200 in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by 201 Broker at the request of Buyer or Seller, which duty is beyond the scope of services regulated by Chapter 475, F.S., as 202 amended, or (4) recommendations of or services provided and expenses incurred by any third party whom Broker refers, 203 recommends or retains for or on behalf of Buyer or Seller. 204 13. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise Xis not 205 assignable is assignable. The ter 'Buyer," 'Seller" and "Broker" may be singular or plural. This Contract is binding 206 upon Buyer, Seller and their he i s I o al representatives, successors and assigns (if assignment is permitted). 207 208 Buyer and Sel ( acknowledge receipt of a copy of this page, which is page 4 of 5 Pages. CC -2 01997 Florida Association of REALTORS® All Rights Reserved This ton produced by: F' * 800-499-9612 209 '14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to this 210 Contract): 211 ❑ Arbitration LL Seller Warranty ❑ Existing Mortgage 212 El Section 1031 Exchange ❑Coastal Construction Control Line XOther Exhibit A" 213 ❑ Property Inspection and Repair ❑ Flood Area Hazard Zone iii Other Addendum "B" 214 ❑ Seller Representations ❑ Seller Financing ❑ Other 215 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications 216 of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, 217 documents referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be 218 acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to 219 this Contract prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all 220 remaining provisions will continue to be fully effective. This Contract will be construed under Florida law and will not be 221 recorded in any public records. Delivery of any written notice to any party's agent will be deemed delivery to that party. 222 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN 223 ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND 224 REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR 225 LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY 226 AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, 227 PROPERTY CONDITION, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER 228 DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY 229 BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL 230 VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL 231 INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE 232 AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 233 DEPOSIT RECEIPT: Deposit of $ N/A by ❑ check ❑ other 234 received on by 235 - Signature of Escrow Agent 236 OFFER: El4ec offers Ito putct)s 'tlae Property on the above terms and conditions. Unless acceptance is signed by Seller 237 and a signal copy delivered to`Buyetior Buyer's agent no later han ❑ a.m. ❑ p.m. on 238 Buyer may reypke this-offerarfii receive a refund of all deposft 239 240 Date: f arch 18, 2008 BUYER: Tax ID No: 241 arrira L: �wri1?i� -Ct rnan Indian River County 242 Title: Telephone: 772-567-8000 Facsimile: 243 .., Address: _ 1800 27th Street,Vero Beach FL 32960 244 245 Date: tq 1 ATTEST .(j r— ,, - Tax ID No: 246 247 Title:J:K. Bartonr Clerk Telephone:773•AAy•ti Facsimile: 77a•Q7$'18J"7 248 Address: f8ot ��* gr JERo ReR 1� r-� 3�a o 249 250 ACCEPTANCE: Seller accepts B Iyer's offer and agrees to sell the Property on the above terms and conditions (❑ subject 251 to the attached counter offer). 252 253 Dat?) SE _ yb y1 Q \ �C (Gi til <� Tax ID No: 254 Jeraldine Lawrence 255 Till Telephone: Facsimile: 256 Ad ress 1959 43rd Ave.. Vero Beach. FL 32960 257 258 Date: SELLER: Tax ID No: 259 260 Title: _ - Telephone:._ Facsimile: 261 Address: 262 Buyer ( ) and Seller ( acknowledge receipt of a copy of this page, which is page 5 of 5 Pages. The Florida Association of REALTORS makes/('o 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 complgx transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR _PEALTOR 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 copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including"F%0VADerA S foiMi FORM Cc -2 01997 Florida Association of LREALTO gse ved AND E L F This form produced by: FOmH-49 dator sa0ss BY C my Ad nistrator WILL15AM K.DEBRAAL DEPUTY COUNTYATTORNEY Blank Addendum FLORIDA ASSOCIATION OF REALTORS® Addendum: "B" concerning the Property described as: 1959 43rd Ave, Vero Beach, FL 32960 Terms of Contract as follows: 1. This contract is subject to the Seller purchasing the property at 1902 US Highway # 1, Vero Beach, FL 32960 2. Indian River County accepts this contract. 3. This contract will either close first or simultaneously. 4. The transaction will close 15 days after the County receive approval from Indian River County Commissioners. The approval will take 60 days or less. 5. This contract is subject to the acceptance of the contract for the property at 1902 US Highway #1, Vero Beach, FL 32960. 6. The Buyer will pay all closing costs exept those necessary to clear title and Seller would pay any property taxes. 7. The seller will pay the commission. 8. At closing, Seller will enter into a 60 day lease with the Buyer to pemit the Seller to Stay in the building. The Lease will not be extend without permission of the County Commissioners. 9. The County will be named as an additional insured on Seller's insurance policies. 10. Seller will provide Buyer with redacted copies of contract for purchase of 1902 US #1 property. 11. The Buyer has the right to inspected the property prior to closing. i� Date / Sin u7e:' Jeraldlrie.Law%nce (Seller) Date: Signa e: Date: Signature: dian.,River Caunty (Buyer) Date: Signature: This form produoed by: PbJTJXAJgdW 0 800-499-9612 0 2 a — 75 — le ti O z Z U, M x D GJ N 0-1 m m S=W c o -IIn N c .01'1: N z a 0z v �0 W n.D Orn <o Ti m r PD D O � r � nri o cn m pFU n SECTION 4 SECTION 3 DWG. z mm co 0 o� O N 0 rn 0 cn0 C .0 r D 0 G co ' VI ?in Z ti O z Z U, M x D GJ N 0-1 m m S=W c o -IIn N c .01'1: N z a 0z v �0 W n.D Orn <o Ti m r PD D O � r � nri o cn m pFU n SECTION 4 SECTION 3 DWG. 44.52' R/W LINE 125' (Plat) 105 201 ZO 1 U' _{ D.O.T, R/WbMP LAST REVISION 7-25-0 Z �I o U n C ! -.: C3 I m m a71 _99.36 C. 199.5 D.) o I NOR 12'16"E 95' C. 95.18' D.) 4.36' I �m \ I IQ 0 r OA W zz .. I .p CJ r. 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PURCHASE AND SALE: -- Jeraldine Lawrence("Buyer") 2 agrees to buy and RomferProperties, lnc. 3 agrees to sell the property described as: Street Address. 1902 US Hi9hwat #1, Vero Beach, FL 32960 ("Seller") 4 5 Legal Description: Parcel # 33-39-01-00034 0040-00037.0 6 7 and the following Personal Property: _8- _ 9 (all colleFtively referred to as the "Prop ierty") on the terms and conditions set forth below. The "Effective Date" of this 10 Contrac is the date on which the last } of the Parties signs the latest offer. Time is of the essence in this Contract. 11 Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal holidays and any time 12 period ending on a Saturday, Sunday or national legal holiday will be extended until 5:00 p.m. of the next business day. 13 2. PURCHARE- PRICE: 14 (a) 15 (b) 16 (c) 17 (d) 18 (e) 19 dra 20 3-3iH 21 eppiy 22 peeled 23 veriab 24 ad 25 26 Etlye 27 ewpnhw 29 30 held in escrow by due on acceptance of contract al deposit to be made within WA days from Effective Date mortgages (as referenced in ante to close, subject to ac certified or cashier's check 3) its and prorations, to be made with cash, locally transfer. N 31 Buyer and Seller CC -2 01997 Florida Association of REALTORS® This form cited by:�i an0489 9672 acknowledge receipt of a copy of this page, which is page 1 of 5 Pages. All Rights Reserved 0] 12t m...".. ,.a..,. 32 4. TITLE. Seller has the legal capacity to and will convey marketable title to the Property by statutory warranty deed 33 X other Warrant Deed , free of liens, easements and encumbrances of record or known to 34 Seller, but subject to property taxes for the year of closing, covenants, restrictions and public utility easements of record; and 35 (list any other matters to which title will be subject) 36 37 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property 38 as 39 (a) Evidence of Title. Seller will, at (check one) X Seller's . Buyer's expense and within days from Effective 40 Date X prior to Closing Date from date Buyer meets or waives financing contingency in Paragraph 3, deliver to Buyer 41 (check one) 42 X a title insurance commitment by a Florida licensed title insurer and, upon Buyer recording the deed, an owner's 43 policy in the amount of the purchase price for fee simple title subject only to exceptions stated above. 44 an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 45 However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed 46 insurer as a base for reissuance of coverage. The prior policy will include copies of all policy exceptions and an update 47 in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer's closing agent together 48 with copies of all documents recited in the prior policy and in the update. 49 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title 50 defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) Buyer delivers 51 proper written notice and Seller cures the defects within 15 days from receipt of the notice ("Curative Period"), If the 52 defects are cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such 53 curing. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative 54 Period. If the defects are not cured within the Curative Period, Buyer will have 1 0 days from receipt of notice of Seller's 55 inability to cure the defects to elect whether to terminate this Contract or accept title subject to existing defects and close 56 the transaction without reduction in purchase price. The party who pays for the evidence of title will also pay related title 57 service fees including title and abstract charges and title examination. 58 (c) Survey: (check applicable provisions below) 59 X Seller will, within 10 days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, 60 and engineering documents, if any, and the following documents relevant to this transaction: 61 , prepared for Seller or in Seller's 62 possession, which show all currently existing structures. 63 Buyer will, at Seller's Buyer's expense and within the time period allowed to deliver and examine title 64 evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals 65 encroachments on the Property or that the improvements encroach on the lands of another, Buyer will accept the 66 Property with existing encroachments such encroachments will constitute a title defect to be cured within the 67 Curative Period. 68 (d) Ingress and Egress. Seller warrants that the Property presently has ingress and egress. 69 (e) Possession: Seller will deliver possession and keys for all locks and alarms to Buyer at closing. 70 5. CLOSING DATE AND PROCEDURE: This transaction will be closed in I Indian River County, 71 Florida on or before See Addendum "A" or within days from Effective Date ("Closing Date'), unless otherwise 72 extended , herein. X Seller Buyer will designate the closing agent. Buyer and Seller will, within 5 days from 73 Effective Date, deliver to Escrow Agent signed instructions which provide for closing procedure. If an institutional lender is 74 providing purchase funds, lender requirements as to place, time of day, and closing procedures will control over any contrary 75 provisions in this Contract. 76 (a) Costs: Buyer will pay taxes and recording fees on notes, mortgages and financing statements and recording fees for 77 the deed. Seller will pay taxes on the deed and recording fees for documents needed to cure title defects. If Seller is 78 obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to 79 satisfy the encumbrances. . 80 (b) Documents: Seller will provide the deed, bill of sale, mechanic's lien affidavit, assignments of leases, updated rent 81 roll, tenant and lender estoppel letters, assignments of permits and licenses, corrective instruments and letters notifying 82 tenants of the change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, Seller will certify that 83 information regarding the tenant's lease is correct. If Seller is a corporation, Seller will deliver a resolution of its Board of 84 Directors authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution 85 and setting forth facts showing the conveyance conforms with the requirements of local law. Seller will transfer security 86 deposits to B yer. Buyer will provide the closing statement, mortgages and notes, security agreements and financing 87 state]\�\ m s. J' 88 Buyer ( )d- 1( ) and Seller (.1Q. ��) acknowledge receipt of a copy of this page, which is page 2 of 5 Pages. CC -2 �IjV�1�©1997 Florida Association of REALTORS® All Rights Reserved This form produced by: FpJy}MAIIIIII[Ipr f 800499-9612 89 (c) Taxes, Assessments, and Proration s: The following items will be made current and prorated X as of Closing Date 90 as of : real estate taxes, bond and assessment payments assumed by Buyer, interest, rents, 91 association dues, insurance premiums acceptable to Buyer, operational expenses and 92 If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year will be 93 used with due allowance being made for improvements and exemptions. Seller is aware of the following assessments 94 affecting or potentially affecting the Property: 95 Buyer will be responsible for all assessments of any kind which become due and owing on or after Effective Date, unless 96 the improvement is substantially completed as of Closing Date, in which case Seller will be obligated to pay the entire 97 assessment. 98 (d) FIRPTA Tax Withholding: The Foreign Investment in Real Property Act ("FIRPTA") requires Buyer to withhold at 99 closing a portion of the purchase proceeds for remission to the Internal Revenue Service ("I.R.S.") if Seller is a "foreign 100 person" as defined by the Internal Revenue Code. The parties agree to comply with the provisions of FIRPTA and to 101 provide, at or prior to closing, appropriate documentation to establish any applicable exemption from the withholding 102 requirement. If withholding is required and Buyer does not have cash sufficient at closing to meet the withholding 103 requirement, Seller will provide the necessary funds and Buyer will provide proof to Seller that such funds were properly 104 remitted to the I.R.S. 105 6. ESCROW: Buyer and Seller authorize Charles Sullivan, Sr. 106 Telephone: 772-567-4371 Facsimile: 772-778-4947 Address: 160120th Street, Vero Beach, FL 107 to act as "Escrow Agent" to receive funds and other items and, subject to clearance, 108 disburse them in accordance with the terms of this Contract. Escrow Agent will deposit all funds received in X non-interest 109 bearing escrow account an interest bearing escrow account with interest accruing to 110 with interest disbursed (check one) at closing at intervals. If Escrow Agent 111 receives conflicting demands or has a good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she 112 may (a) hold the subject matter of the escrow until the parties mutually agree to its disbursement or until issuance of a court 113 order or decision of arbitrator determining the parties' rights regarding the escrow or (b) deposit the subject matter of the 114 escrow with the clerk of the circuit court having jurisdiction over the dispute. Upon notifying the parties of such action, Escrow 115 Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If a licensed 116 real estate broker, Escrow Agent will comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or 117 arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the subject matter of 118 the escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all levels, with such fees and costs to be paid 119 from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of the prevailing party. The 120 parties agree that Escrow Agent will not be liable to any person for misdelivery to Buyer or Seller of escrowed items, unless 121 the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence. 122 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, 123 ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no 124 warranties other than marketability of title. 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 Diligence 129 Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyers intended use and 130 development of the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, 131 analyses, surveys and investigations ("Inspections") which Buyer deems necessary to determine to Buyer's satisfaction 132 the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation 133 and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; 134 consistency with local, state and regional. growth management and comprehensive land use plans; availability of permits, 135 government 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 to determine the suitability of the Property for 137 Buyer's intended use and development. Buyer shall deliver written notice to Seller prior to the expiration of the Due 138 Diligence Period of Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this 139 notice requirement shall constitute acceptance of the Property in its present "as is" condition. Seller grants to Buyer, its 140 agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the 141 purpose of conducting Inspections, provided, however, that Buyer, its agents, contractors and assigns enter the Property 142 and conduct Inspections at their own risk. Buyer shall indemnify and hold Seller harmless from losses, damages, costs, 143 claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the 144 conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result 145 in a mechanic's lien being filed against the Property without Seller's prior written consent. In the event this transaction 146 does not close, (1) Buyer shall repair all damages to the Property resulting from the Inspections and return the Property to 147 the condition it was in prior to conduct of the Inspections, and (2) Buyer shall, at Buyer's expense, release to Seller all 148 reports and othM work generated as a result of the Inspections. Should Buyer deliver timely notice that the Property is not 149 acclppp((aable, Se r agrees that Buyer's deposit shall be immediately returned to Buyer and the Contract terminated. 150 Buyer and Seller ( A J(_) acknowledge receipt of a copy of this page, which is page 3 of 5 Pages. CC -2 01997 Florida Association of REALTORS® All Rights Reserved This form produced by FbV7yJL1A3tW # 800-699-9612 151 (c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the parties, 152 conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and to ensure that 153 all Property is on the premises. 154 (d) Disclosures: 155 1. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient 156 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal 157 and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing 158 may be obtained from your county public health unit. 159 2. Energy Efficiency: Buyer may have determined the energy efficiency rating of the building, if any is located on the 160 Real Property. 161 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 162 business conducted on the Property in the manner operated prior to Contract and will take no action that would adversely 163 impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect 164 the Property or Buyer's intended use of the Property will be permitted only with Buyer's consent Xwithout Buyer's 165 consent. 166 9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met 167 and Buyer has timely given any required notice regarding the condition having not been met, Buyers deposit will be returned 168 in accordance with applicable Florida laws and regulations. 169 10. DEFAULT: 170 (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 the title 171 marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific 172 performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee. 173 (b) In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all 174 deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this 175 Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If 176 Seller retains the deposit, Seller will pay the Listing and Cooperating Brokers named in Paragraph 12 fifty percent of all 177 forfeited deposits retained by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. 178 11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the prevailing 179 party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, 180 costs and expenses. 181 12. BROKERS: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a 182 licensed real estate Broker other than: 183 (a) Listing Broker: Lambert Commercial Real Estate, INC. 184 who is A an agent of Seller a transaction broker a nonrepresentative and 185 who will be compensated by X Seller Buyer both parties pursuant to a listing agreement other (specify) 186 187 188 189 (b) Coo pperating Broker: Real Estate & Management Group, INC. 190 who is : an agent of Buyer a transaction broker a nonrepresentative and 191 who will be compensated by Buyer XSeller both parties pursuant to an MLS or other offer of compensation to 192 a cooperating broker other (specify) 3% commission on the purchase price. 193 194 195 196 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to inquiries, 197 introductions, consultations and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold 198 Braker harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys'fees at 199 all levels, and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation 200 in this Paragraph, (2) enforcement action to collect a -brokerage fee pursuant to Paragraph 10, (3) any duty accepted by 201 Broker at the request of Buyer or Seller, which duty is beyond the scope of services regulated by Chapter 475, F.S., as 202 amended, or (4) recommendations of or services provided and expenses incurred by any third party whom Broker refers, 203 recommends or retains for or on behalf of Buyer or Seller. 204 13. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise is not 205 assignable X is assignable. The terms "Buyer," "Seller' and "Broker' may be singular or plural. This Contract is binding 206 upon Buyer, Seller a their heirs, personal representatives, successors and assigns (if assignment is permitted). 207 J 208 Buyer ( and Seller ()U acknowledge receipt of a copy of this page, which is page 4 of 5 Pages. CC -2 01997 Florida Association of REALTORS® All Rights Reserved This form produced by rtVTjXjfatW 0 800499-9012 209 14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to this 210 Contract): 211 Arbitration Seller Warranty Existing Mortgage 212 Section 1031 Exchange Coastal Construction Control Line X Other Addendum "A" 213 Property Inspection and Repair Flood Area Hazard Zone Other 214 Seller Representations Seller Financing Other 215 15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications 216 of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, 217 documents referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be 218 acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to 219 this Contract prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all 220 remaining provisions will continue to be fully effective. This Contract will be construed under Florida law and will not be 221 recorded in any public records. Delivery of any written notice to any party's agent will be deemed delivery to that party. 222 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN 223 ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND 224 REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR 225 LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY 226 AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, 227 PROPERTY CONDITION, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER 228 DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY 229 BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL 230 VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL 231 INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE 232 AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 233 DEPOSIT RECEIPT: Deposit of $ 10,000.00 by check Xother 234 received on by 235 Signature of Escrow Agent 236 OFFER: Buyer offers to purchase the Property on the above terms and conditions. Unless acceptance is signed by Seller 237 and a signed copy delivered t0byer or Buyer's agent no lar t an a.m. p.m. on See Addendum "B" 238 Buyer may revoke this offer an " recee a refund of all demsits./ s 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253' 254 255 256 257 258 259 260 261 262 Date: D U ( - ( c> Date: BUYER: Title: Address: Telephone: 1959 43rd Ave., Telephone: Tax ID No: Facsimile: Vero Beach, FL 32960 Tax ID No: Facsimile: ACCEPTANCE: Seller accepts Buyer's offer and agrees to sell the Property on the above terms and conditions ( subject to the attached counter offer). Date: 3. 03 - 08 SELLER: Tax ID No: Romfer Properies, Inc. Title: Telephone: Facsimile: Address: 2 Alhambra PA #601, Coral Gables, FL 33134 Date: SELLER: Tax ID No: Title: Telephone: Facsimile: Address: Buyer 2L and Seller a( � )(_) acknowledge receipt of a copy of this page, which is page 5 of 5 Pages. The Florida sociation of REALTORS makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardiz orm should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as a REALTOR. REALTOR is a registered collective membership mark 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 copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. CC -2 01997 Florida Association of REALTORS® All Rights Reserved This lam produced by. FbrnKdatW 1* 600-499-9612 Blank Addendum FLORIDA ASSOCIATION OF REALTORS® - Addendum: "A" concerning the Property described as: 1902 US HWY#1 Vero Beach, FL 32960 Terms of Contract as follows: 1. This contract is subject to the "Buyer" selling property to Indian River County. 2. This contract will close after the closing with Indian River County or both simultaneously. 3. The transaction will close 15 days after the Buyer receive approval from Indian River County Commissioners. The approval will take 60 days or less. Date: Jeraldine Lawrence Date: 1 Date: 3 —0:3 " 08 Signature: Romfer properties, Inc. Date: Signature: This form produced by fpr * 8004939612 (Seller)