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HomeMy WebLinkAboutR-2012-061 - Executed a Vacant Land Contract with Liberty Real Estate, Inc. to Purchase Surplus Property at 47 SW 15 Street RESOLUTION NO. 2012-061 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A VACANT LAND CONTRACT BETWEEN THE CITY AND LIBERTY REAL ESTATE, INC., A FLORIDA CORPORATION, TO ALLOW LIBERTY REAL ESTATE, INC. TO PURCHASE SURPLUS PROPERTY LOCATED AT 47 SW 15t}' STREET IN DANIA BEACH, FLORIDA; PROVIDING FOR FUNDING; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission determined that a number of parcels owned by the City were surplus and such parcels were formally declared to be surplus, pursuant to Resolution No. 2012-037 adopted March 27, 2012; and WHEREAS, the City Commission held a lottery that selected at random real estate brokers to represent the City in the sale of the surplus properties at the March 27, 2012 meeting, and the broker then listed on the Multiple Listing System (MLS) the advertisement of the public sale of these surplus properties; and WHEREAS, an offer has been made to acquire one of the parcels as evidenced by a Vacant Land Contract attached as Exhibit "A", which is made a part of and incorporated into this Resolution by this reference; and WHEREAS, the offer exceeds the appraised value of the property, which was provided by exhibit to the City Commission on March 27, 2012; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the proper City officials are authorized to execute a Vacant Land Contract between the City and Liberty Real Estate, Inc., a Florida corporation, to allow Liberty Real Estate, Inc. to purchase surplus property owned by the City and located at 47 SW 15' Street in Dania Beach,Florida. Section 2. That the City Manager and City Attorney are authorized to make minor revisions to the Vacant Land Contract as are deemed necessary and proper for the best interests of the City. Section 3. That all Resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED AND ADOPTED on May 22, 2012. ATTEST: LOUISE STILSON, CMC PATRICIA A. FLURY CITY CLERK MAYOR APPROVED A TO F AND CORRECTNESS: pMIs THO A BRO 1 CITY ATTORNEY AI�O 1 2 RESOLUTION#2012-061 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 01/08 AS'SOCIATION OF RFALTOPSI. PARTiES AND DESICRIPTiON OF PROPERTY. 1 1.SALE AND PURCHASE: 2 Crty of Mak AM&a mun/G(t�y(eernnrwHen 3 4 agree to sell and buy on the terms and conditions specified below the property("Property"j described as: 5 Address: is Legal Description: 7 The.Weet&*OR)feef Of W ftAMM tidle 14 Vreak E01VMMA_M Of NORM HbtLIM120. 4�nrdr��619L1Lr e trterrol recorded In Plat Beek 4.at Paerr�F aftf1uhild Rawrds of ftjjgW jZQgM4& EMAO fv I N #aMP 1n_ a 57g0_ 10 including all improvements and the following additional property: 11 12 / 13 14 PRICE AND FINANCING 15 2.PURCHASE PRICE: 3 1,%ZW-jM payable by Buyer in U.S.funds as follows; 19 (a) $ LgU&an Deposit received(checks are subJect to clearance)on &,gin now an hie sa►tar by for delivery to 0enler�%H mjberL P.A..ojffarnsy 819nature Name of Company ("Escrow Agent") (Address of Escrow Agent) (Phone#of Escrow Agent) I964)SIa,6 MS... (b)$ Me � Additional deposit to be delivered to Escrow Agent by or days from Effective Date(10 days If left blank). (c) MID Total financing(aee Paragraph 3 below)(express as a dollar amount or percentage) (d) $ Me Other: (e) $ .. . 12,7tD0400 „ Balance to close(not including Buyer's closing costs, prepald items and proratfons). Ali funds paid at closing must be paid by looaily drawn oashises check,official check or wired funds. 17 ❑ (f)(oomplete only If purchase price will be determined based on a_per unit cost instead of a fixed price)The unit used to 14 determine the purchase price is ❑ lot ❑ acre i7 square foot U other(specify;.. I ' 19 prorating areas of less than a full unit.The purohaso price will be$ per unit based on a ealoulation of 20 total area of the Property as certified to Buyer and Seiler by a Fla rfda-lioensQd surveyor in accordance with Paragraph 8(c) of 21 this Contract.The following rights of way and other areas will be excluded from the calculation: 22 2s 3.CASHIPINANCINW:(Check as acppiicable) 12( (at)Buyer will pay cash for the Property with no financing contingency. 24 ❑ (b)This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s) specified below(the as 'Financing")within days.from Effective Date (if left blank then Closing Date or 30 days from Effective Date, 26 whichever occurs first)(the'Finanalng Petlod").Buyer will apply for Financlig within I days from Effective Date (5 27 days If left blank) and will timely provide any and all credit, employment, financial and other Informattion required by the to lender.tf Buyer,after using diligence and good tafth, cannot obtain the Financing within the Financing Period, either patty 29 may cancel this Contract and Buyer'* deposit(s)wilt be returned after Escrow Agent receives proper authorization from all 30 interested parties. 91 ❑ (1)New Financing:Buyer will secure a commitment for navy third party financing for 32 $ or % of the purchase price at the prevailing interest rate and loan coats based on 33 Buyer's crad tworthiness.Buyer will keep Seller and Broker fully informed of the loan application status and progress 34 and authorizes the lender or mortgage broker to disclose all such Information to Mier and Broker, 36 ❑ (2)Seller Financing:Buyer will execute a ❑ firat ❑ second purchase money note and mortgage to Seller 36 In the amount of bearing annual interest at _%and payable V as lollows; 38 The mortgage,note,and any security agreement will be In a form acoaptable to Seller and will follow forms generally ba aooapted In the county where the Property Is located; will provide for a let* payment fee and acceleration at the 40 mortgagee's option it Buyer defaults;will give Buyer the right to prepay without penalty all or part of the principal at Any 41 �. time(s)with interest only to date of payment;will be due on conveyance or sale;will provide for release of contiguous 42 parcels,if applicable;and will require tguver to keep liability insurance on Me Property,with Seller as additional named 43 insured.Buyer authorizes Seller to obtain credit, employment and other necessary information to determine 44 craditworthlnees for the financing.Seller will,within 10 days from Effective Date,give Bttyor written notice of whether or 45 not Seller will make the ban. 4e Buyer( _ ­�-t „_-- _j and Seller[ ( J Acknowledge receipt of a copy of this page,which is Page 1 of 7 Paoa!� VA0.9 Rev.4M7 0 07 Florida Auaola@on of Reakomo.µN aghto rasavad.L*Wftd to Aft Mw Softwprs, User Rog#&,2YOUTPMRQPD20H-1021 /'�� Software and Acted Formatting Copyright 2oo7 Alta star Sottware,Inc.All Rights Reserved. (309)27e-aMa i 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 02/08 47 ❑ (3)Mortgage Assumptibb: Buyer will take title subject to and assume and pay existing first mortgage to "a $ current payable at LN# per month Including the approximate amount ofrinc 80 and insurance and having a Ell fixed © other(describe) p I�principal, Interest,O taxes S1 interest rate Of Aga which Cj will ❑ will not escalate upon assumption. Any variance in the mortgage will 62 be adjusted In the balance due at closing with no adjustment to purchase price.Buyer will purchase Seller's escrow 63 account dollar for dollar.If the lender disapproves Buyer,or the Interest rate upon transfer exceeds _ _ % or the 64 assumption/transfer fee exceeds$ either party may elect to pay the excess, failing which this 55 agreement will terminate and Buyer s deposit(a)will be returned. 00 CLOSING s7 4.CLOSI ATE;OCCUF' OY: Gorant ll be closed and the deed and possession delivered Of-) off t3EFoR€ -y4AV12 IV v ("Closing .Date). Unless the Closing baits Is specifically 59 %WRIed by the Buyer a Seller or any other provision in this Contract,the Closing Date shall prevail over all other time 60 erlods Including, but not limited to, financing and feasibility study periods, If on Closing Data Insurance underwriting is s1 suspended,Buyer may postpone closing up to 5 days after the insurance suspension Is lifted. if this transaction does not 62 dose for any reason, Buyer will immediately return all Seller-provided title evidence, surveys, association documents And ea other items. e4 S.CLOSING PROCEDURE;COSTS., Closing will take place In the county where the Property Is located and may be as conducted by mail or electronic means.If title Insurance insures Buyer for tide dofoots adrJng between the title binder effective as date and recording of Buyer's deed,closing agent will disburse at closing the net sale proceeds to Seiler (In local cashier's or checks fr Seller requests In writing at least 5 days prior to closing)and brokerage fdas to Broker as per Paragraph 17, In W addition to other expenses provided In this Contract,Bailer and Buyer will pay the coats indicated below. 8o (a)Seller Costs: ro Taxes on the deed 71 Recording fees for documents needed to cure title 72 Title evidence(if applicable under Paragraph 8) 78 Other: 74 (b),Buyer Costs: 78 Titues and recording fees on notes and mortgagee 7e Recording fees on the deed and financing statements 77 Loan expenses Is Lender's title policy at the simultaneous issue rate 7e inspections eo Survey and sketch 81 insurance Be Other- 89 (c)Title Evidence and Insurance:Check(1)or(2): 04 C] (1)The title evidence will be a Paragraph 0(e)(1)owner's title insurance commitment. ❑ Seller will select the title 85 agent and will pay for the owner's tide policy,search,examination and related charges or ❑ Buyer will $afoot the title es agent and pay for the owner's title policy,search,examination and related charges or ❑ Buyer Will select the title agent 97 and Seller will pay for the OwnePs titre policy,search,eXamlAatton and related ohargee_ 6s (2)Setter will provtda an abstract as�ectfied in Paragraph 8(0)(2)as title evidence. A seller � Buyer will 88 pay for the owner's title policy and select the title agent.Salter will pay fees for title searches prior to closing, including so talc search and lien search fees,and Buyer will pay fees br title searches after closing(if any),tftle examination fees and 41 closing fees. a2 (d)ProtlBltlane: The following items M be made current and prorated as of the day before Closing i)ate: real estate es taxes,interest,bonds, assessments,leases and other Property expenses and revenues.If taxes and assessments for the 84 current year cannot be determined,the previous year's rates will be used with adjustment for any exemptions, ss PROPERTY TAX DISCLOSURE SUMMARY:BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY 8e TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED To *PAY IN THE YEAR 97 SUBSEQUENT TO PURCHASE. A CHANOE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS Ae REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. iF YOU HAVE ANY se QUESTIONS CONCERNING VALUATION, ,CONTACT THIS COUNTY PROPERTY APPRAISER'S OFFICE FOR 100 FURTHER INFORMATION. 101 (0)Spacial Assessment by public Body:Regarding special assessments imposed by a public body,Seller will pay (1) 102 the full amount of liens that are certified,confirmed and ratified before closing and 01)the amount of the last estimato of 103 the assessment if an improvement Is substantially completed as of Effective Date but has not resulted in lien before 104 closing,and Buyer will pay all other amounts.if special assessments may be paid In Installments ❑ Buyer seller 105 A, (if left blank,Buyer) shall pay Installments due after dosing. If Seller is checked, Seiler will pay the assessment in full lug prior to or at the time of closing.Public body does not include a Homeowner Association or Condominium Association. 10'7 Buyer t (_ ,)and Seller acknowledge receipt of A copy of this page,which is Page 2 of 7 Pages. VAC4 Rev.4/07 02007 nwIda A"OdWn 01 Rea►to AA rights rued.LlmnpQ t0 Ale Sw s9tmrs, Software and Added Formatting Copyright 9W Alta Star Software,Ina,All Rights Rawrved. (SW 278.8896 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 83/08 ioa (f)Tex Withholding:ft Server Is a"rursign person" as defined by FIRPTA, Sectl61 1445 of the Internal Revenue Code 100 requires Buyer to withhold 109A of the amount realized by the Seller on the transfer and remit the withhold amount to the 110 Internal Revenue Service(IRS)unless an exemption appplies.The primary exemptions are(1)Seller provides Buyer with 111 an affidavit that Seller is not a"foreign person",(2)3e1fer provides Buyer with a Withholding Certificate providing for 112 reduced or eliminated withholding,or(3)the gross sales pf+ce is$300,000 or leas,Buyer Is an individual who purchases 113 the Property to use as a residence,and buyer or a member of Buyer's family has definite plans to reside of the Property 114 for at least 50%of the number of days the Property is in use during eaoh of the first two 12 month periods after transfer. 116 no IRS requires Buyer and Seller to have a U.S.federal taxpayer Identification number("TIN").Buyer and Seller agree tie to execute and dWtver as directed any Instrument, affidavit or statement reasonably necessary to comply with FIRPTA 717 requirements including applying for a TIN within 3 days from Effective Date and delivering their reopective TIN or Social tie Security numbers to the Closing Agent.It Seiler applies for a withholding certificate but the application,is still pending as lie of closing,Buyer will place the 10%tax In escrow at seller's expense to be disbursed in accordance with the final 120 determination of the IRS,provided Sailor so requests and gives Buyer notice of the pending application in accordance izt with Section 1445.If Buyer does not pay sufficient cash at closing to most the withholding requirement.Seller will deliver 192 to Buyer at dosing the additional trash necessary to satisfy the requirement.Buyer wilt timely disburse the funds tc the 123 IRS and provide Seller with Copies of the tax forme and receipts. 124 (g)1021 Exchongs;If elther Seller or Buyer wishes to enter Into a like-kind exchange(either simultaneously with closing 196 or after} under Section 103t of the Internal Revenue Code ("Exchange"), the other party will cooperate In all reasonable 190 respects to effectuate the Exchange including executing document$; provided, however, that the cooperating party will 147 incur no liability or cost related to the Exchange and that the closing shall not be contingent upon,extended or delayed by 128 the Excharigo. PROPERTY CONDITION +29 S.LAND USE:Seller will deliver the Property to Buyer at the time agreed In its present "as Is" condition, with conditions 130 resulting from buyer's Inspections and casualty damage,if any,excepted.Seller will maintain the landscaping and grounds in 131 a comparable condition and will not engage In or permit any activity that would materially alter the Property's condition without 132 they Buyer's prior wrMen consent. 133 (a)Flood Zone;Buyer is advised to verify by survey, with the lender and with appropriate government agencies which IN flood zone the Property is in, whether flood insurance is required and what restrictions apply to Improving the Property 136 and rebuilding in the event of casualty. ise (b)Glovernmont Requisition:Buyer is advised that changes in government regulations and levels of service which affect 137 Buyer's Intended use of the Property will not be grounds for canceling this Contract If the Feasibility Study Period has 1n expired or if Buyer has checked choice(c)(2)below. IN (o)Inspections;(Meek(1)or(2)below) fro d 0)Fsoefblifty Study.-Buyer will,at Buyer's expense and within days from Effective Rate ("Feasibility 141 Study Period'.determine whether the Property is suitable,In Buyer's sole and absolute discretion, 142 for us®. 143 Curing the Feasibility Study Period,Buyer may conduct a Phrase 1 environmental assessment and any other teats, 144 analyses,surveys and investigations("Inspections")that Buyer deems necessary to determine to Buyer's satisfaction 145 the Property's engineering, architectural and envlronmentai properties; zoning and zoning restrictions; subdivision 146 statutes;soil and,grade;availability of access to public roads,water,and other utilities;consistency with local,state and raj regional growth management plans;availability of permits,governmern approvals,and licenses;and other lnspectiona tas that Buyer deems appropriate to determine the Property's sukabiilty far,the Buyer's Intended use, if the Property must 1� be rezoned,Buyer wGi obtain the rexoninp from the appropriate govemment agencies.Seller will sign EIII documents too Buyer is required to file in cannectian wRh development or rezoning approvals. 15i Seller givse Buyer,Its agents, contractors and assigns,tiro right to enter the Properly at any time during the Feasibility + 5tudy Period for the purpose of conducting!nspeoilers;provided,however,that Buyer, its agents, oontraotars and tea assigns enter the Property and conduct Inspections at their own risk.Buyer will indemnity and hold Seller harmless 151 from losses,damages,costs,oWms and expenses of any nature, Including attorneys'fees,from expenses and liability iss incurred in application for rezoning or related proceedings,and from liability to any person, arising from the conduct of 15e any and all Inspections or any work auttta ted by Buyer.Buyer will not engage In any aattvity that could result In a 157 construction lien being filed againot the Property without t3sllses prior written consent if this transaction does not 168 close,Buyer will,at Buyer's expense, (1)repair all damages to the Property resulting from the Inspections and return ISO the Property to the condition it was in prior to conduct of the inspections.and(2)release to Seller ail reports and other 1e0 work generated as a result of the inspections, let Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination lea of whether or not the Property is acceptable.Buyer's failure to comply with this notice requirement will constitute 162 acceptance of the Property as suitable for Buyer's intended use In Its "as is" condition. If the Property is unacceptable 164 to Buyer and written notice of We fact is timely delivered to Seller, this Contract will be deemed terminated as of the Jos day after the Feasibility Study period ends and Buyer's deposits)will be returned after Escrow Agent receives proper ise gWhorization from all interested parties. +sr A (2)No Feasibility study:Buyer Is satisfied that the property is suitable for Buyers purposes, including being IN .r• satisfied that either public sewerage and water are available to the Property or the Property will be approved for the i89 Installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations 170 and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental 17i conditions,are acceptable to Buyer.This Contract Is not contingent on Buyer conducting any further investigations. 172 Buyer _ , • )and Seller ""rbv,sm7 0 zaar Florida Asworet 0n of ReMlrarse.All r4h%�caa„e�Wto A Owrecei Of a copy of this page,which Is Pegs 3 of 7 pages. 8of ere and Added Eonnattt,td Copyright 9907 Alta Star software.rn*:All Rights Reserved. (304)t27A. 092 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 04108 17s (d)Subdivided Lands: If this Contract is for the purchase of subdivided lands defined by Florida Law as "(a) Any 174 contiguous land which is divided or is proposed to be divided for the purpose Of disposition Into 60 or more lots,parcels, 171i units, or Interests; or(b) Any land,whether contiguous or not, which Is divided or proposed to be divided Into 50 or more +7e lots,parcels,units,or interests which are offered as a part'of a common promotional plan°,Buyer may cancel this Contract 177 for any reason whatsoever for a period of 7 business days from the date on which Buyer executes this Contract.If Buyer 170 elects to cancel within the period provided,all funds or other property paid by Buyer will be refunded without penalty or 179 obligation within 20 days of the receipt of the notice of cancellation by the developer. iSO 7.RISK OF LOBS;EMINENT DOMAIN:If any portion of the Property is materially damaged by casualty before closing,or, 181 Seller negotiates with a governmental authority to transfer all or part of the Property In lieu of eminent domain proceedings,or im tf an eminent domain proceeding to initiated,Seller will promptly inform Buyer.Either party may cancel this Contract by written tsa notice to the other within 10 days from Buysea receipt of Sellers notification,failing which Buyer will close in accordance with ts4 this Contract and receive all payments made by the government authority or Insurance company,if any. fss TITLE 1es &TITLE:Seiler will convey marketable.title to the Property by statutory warranty deed or trustee,personal representative or 1e7 guardian deed as appropriate to Sellers status. IN (a)Title Evidence:Title evidence will show legal access to the Property and marketabla Vile of record in Seiler in 11O accordance with current title standards adopted by the Florida Rar, subject only to the following title exceptions, none of 190 which prevent Buysr'e Intended use of the Property 191 as earn Altedbvguffarrfagnift 192 covenants, easements and restrictions of record; matters of plat;existing zoning and government regulations;of, gas and 193 mineral rights of record if there Is no right of entry;current taxes;mortgages that Buyer Will assume;and enoumbrances that 194 Seller will discharge at or before closing,Seiler will deliver to Buyer Seller's choice of one of the following ty a of title 1$5 evidence,which must be generally accepted In the county where the Props Is located(speoify in Paragraph 5(c� the tss seteoted type).Seller will use opption(1)jn Palm Beach County and option(2)in Dade County. 197 (1)A title insurance eomttritment Issued by a Florida-licensed title Insurer In the amount of the purohase price and 1N subject only to title exceptions set forth In this Contract and delivered no(star than 2 days before Closing Date. 199 (2)An existing abstract of title from a reputable and existing abstract firm(if firm is not existing,then abstract must be goo certified as correct by an existing firm) purporting to be an accurate synopsis of the Instruments affecting title to the 20, Property recorded to the public records of the county where the Property is located and certified to Effective Date. 202 However If such an abstract is not available to Seller,then a prior owner's title policy acceptable to the proposed insurer as a base for reissuance of coverage.Seller will pay far copies of all policy exceptions and an update In sit format i 904 acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's olosing agent, 206 together with copies of all documents recited in the prior policy and In fhe update.If a prior policy Is rtict available do Seller go then(1)above will be the We evidence.'Hite evhienoe will be delivered no later than 10 days before Closing Date. 207 (b)Title Examination:Buyer Will examine the title evidence and deliver written notice to Seller,within B days from receipt gas of Vile evidence but no later than closing,of any defects that make the title unmarketable.Seller will have 30 days from see receipt of Buyer's notice of defects(°Curative Period")to ours the defects at Seller's expense.If Seiler cures the defects 210 within the Curative Period,Seiler wtll deliver written notice to Buyer and the parties will close the transaction on Closing 211 Date"within 10 days from Buyer's receipt of Seller's notice If Closing Date has passed,If Sell er is unable to oure the 212 defects within the Curative Period,Seller will deliver written notice to Buyer and Buyer will,within 10 days from receipt of 219 Seller's notice,either cancel thlsp Contractor accept title with existing defects and close the transaction. 214 (c)survey.4uysr may,prior to Closing Date and at Bogey's expense,have the Property surveyed end deliver written notice zts to Sel[ar, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroachments on the 21e Property,enor�rd m III by the Property's improvements on other lands or dead restriction Or zoning violations.Any such 2t7 encroach lation will be treated in thesamemutnrsorasa title detect and Bluyer a and Seller's obligations will be zsa determined in ance whit subparagraph(b)above. xta (d)Coastal Canstruotlon Control Lina:If any part of the Property lies seaward of the coastal construction control line as Wo defined In Section 161,053 of the Florida Statutes,Seller shall provide Buyer with an affidavit or survey as required by law 221 delineating the tine's location on the Property,unless Buysr waives this requirement in writing. The Property being 222 purchased may be subject to coastal erosion and to federal, state, or local regulations that govern ooestal property, M Including delineation of the aoaetai construction control line,rigid coastal protection structures, beach nourishment,and the ' =4 protection of marine turtles. Addtionat information can be obtained from the Florida Department of Envimnmental 20 Protection, Including whether there are significant erosion conditions associated with the shoreline of the Property being 229 purchased, 2V Buyer waives the right to receive a CCCL affidavit or survey. 226 MISCE[.I<,ANEOUS 229 S.BFFECTIve DATE;TIME;FORCE MAJEUR6: zoo (a)leffeel(ve Date:The "Effective Data*of this Contract is the data on whioh•thrr last of the parties Initials or signs and 231 delivers anal offer or oaunteroffer.Time is of the essence for ail provisions of this Corittgot. 989 (b)Time: 3 2M Ali time periods expressed as days will be com0ted In business days (a 'business day° Is every calendar day except d M4 Saturday, Sunday and national legal holidap). If any deadline fails on a Saturday, Sunday or national legal hollday, 205 performance will be due the next business day. All time periods wig and at 5:00 p.m. local time (meaning in the county 28e where the Property is located)of the appropriate day. M7 Buyer(may( _a and Seller acknowledge receipt of a copy of this page,which is Page 4 of 7 P es_ i VAC-9 nay.49702007?JD9d8 A%oaklWA or F&4Hbr&e.Aa rights ramvQ.I.ICenW to Ada simr 90**&n. � Software and Added Formatting Copyright RW Alta Star Software,Inc.All Rights Re"Ma L (305)270-Mos i i 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 05/08 (c)Force Majoure;Buyer or:Seller mail not be required to perform any obligation under this Contract or be liable to each M other for damages so long as the performance or non-performance of the obligation Is delayed,caused or prevented by 940 an act of God or fore majeure. An "act of God' or"force majeure" Is defined as hurricanes, earthquakes, floods,fire, soy unusual transportation delays,wars,insurrectlom and any other cause not reasonably within the control of the Buyer or 242 Seller and which by the exercise of due diligence the non-performing party is unable in whole or In part to prevent or 240 overcome.All time periods, including Closing Date, will be extended (not to exceed 30 days)for the period that the force 244 majeure or act of God is in place. in the event that such"act of God"or"force majeure"event continues beyond the 30 Us days in this sub-paragraph,either party may cancel the Contract by delivering written notice to the other and Buyer's 248 deposit shall be refunded. 947 10.NOTICES:All notices shall be in writing and will be delivered to the parties and Broker by mail, personal delivery or tans electronto media.Buyers failure to deliver timely,mitten notice to Seller,when such notice Is required by this contract, tt4>1 regarding any contingencies will render that contingency mull and void and the Contract will be construed ae If the = contingency did not exist.Any notice,document or Item delivered to or received by an attorney or licensee(including 251 a trensaction broker)representing a Party Will be as effective as N delivered to or by that party. = 11.COMPLETE AGRfEEMANT:This Contract is the entire agreement between Buyer and Seller. Except for brokerage 2w agreements,no prior or present agreements will bind Buyer,Seller or Broker unless Incorporated into this Contract. 04 Modifications of this Contract will not be binding unless in writing,signed or Initialed and deiivered by the party to be bound. 2w This Contract, signatures, Initials. documents referenced In this Contract, counterparts and written modifications Par communicated electronically or on paper will be acceptable for all purposes, Including delivery, and will be binding. 257 Handwritten or typewritten terms inserted In or attached to this Contract prevail over preprinted terms. If any provision of this 20 Contract is or becomes invalid or unenforceable,all remaining provisions will continue to be fully effective.Buyer and Seller a� will use diligence and good faith in performing all obligations under this Contract,This Contract will not be recorded In any 260 public records. �. i 261 12.ASSIGNABILITY;PERSONS BOUND:Buyer may not assign this Contract without Seller's written consent,The terms 202 "Buyer',"Seller", and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, 203 personal representatives and assigns(If permitted)of Buyer,Seller and Broker. zaa DEFAULT AND DISPUTE RESOLUTION j leg 13.DEFAULT;(0)Geller Default:If for any reason other than failure of Seller to make Seller's; title marketable after diligent 286 effort,Seiler fails,refuses or neglects to perform this Contract,Buyer may choose to receive a return of Buyer's deposit 207 without waiving the right to seek damages or to took speoifio performance as per Paragraph 14.Seller will also be liable, to Al Broker for the full amount of the brokerage fee.(b)Buyer Default:If Buyer fells to perform this Contract within the time tea specified,Including timely payment of all deposits,Seiler may choose to retain and collect all deposits paid and agreed to be 2M paid as liquidated darnages or to seek specific performance as per Paragraph 14; and Broker will,upon demand, receive 50% V, of all deposits paid and agreed to be paid(to be split equally among Brokers)up to the full amount of the brokerage fee, 972 14.DI3PU`7Z RESOLUTION:This Contract will be construed under Florida taw.Ail controversies,claims,and other matters In 27s question arising out of or relating to this transaction or this Contract or its breach will be settled as follows; 274 (a)Disputes conoerning snUtlrmaht to depositts made end agreed lobe made.Buyer and Seller will have 30 days 975 from the date conflicting demands are made to attempt to resolve the dispute through mediation. If that tails, Escrow Agent 276 will submit the dispute, H so required by Florida law,to Escrow Agent's choice of arbitration, a Florida court or the Plarida 277 Real Estate Commission. ("FRF=C"), Buyer and Seller will be bound by any resulting award,judgment or order. A broker's ale obligation under Chapter 475, FS and the FREC rules to timely notify the FRi C of an escrow dispute and timely resolve tho 279 ' escrow dispute through mediation, arbitration, Intarpleader, or an escrow disbursement order, if the broker to chooses, zoo applies only to brokers and does not apply to title companies,attorneys or other escrow companies, 281 (b)Ali other disputse;Buyer and Geller will have 30 days from the date a dispute arises between them to attempt to 2M resolve the matter through mediation,failingg which the parties will resolve the dispute through neutral binding arbitration in ass the County where the Properly Is located,The arbitrator may not after the Contrast terms or award any remedy not provided 284 for in this Contract. Tho award will be based on the greater weight of the evidence and will state findings of fact and the 2M contractual authority on which it Is based.If the parties agree to use discovery,it will be In accordance with the Florida Rules ` 2ae of Civil Procedure and the arbitrator wilt resolve all discovery-related disputes. Any disputes with a real estate licensee 207 named In Para4raph 17 will be submitted to arbitration only If the ficensee's broker consents Jn writing to become a party to tea the procseding.This clause will survive closing. nee (a)Mediation and Arbitration;Ectzensee: "Medlation" Is a process in which parties attempt to resolve a dispute by submitting it to an Impartial mediator who facilitates the resolution of the dispute but who is not empowered to Impose a 291 settlement on the parties. Modlstion will be in accordance with the rules of the American Arbitration Association("AAA")or "2 other mediator agreed on by the parties.The parties will equally divide the mediation fee,If any. "Arbitration"is a process in i z which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decieion is 204 binding on the parties.Arbitration will bs in accordance with the rules of the AAA or other arbitrator agreed on by the parties, 906 Peach party to any arbitration will pay its own foes,costs and expenses, Including,attorneys,fees, and will equally.split the 296 arbitrators'fees and administrative fees of arbtration.in It civil action to enforce an arbitration award,the prevailing party to 9" the arbitration shall be entltlw to recover from the nonprevailing party reasonable attorneys'fees,costs and expenses, ass Duyer and SelFor ( )acknowledge receipt of a copy of this page,which is Page 5 of 7 Pager. $4w0re and Added FoFormaning Copyrightdaft of R 200?AA Alta Sft�t Software,Inc.All Flights Reserved. (305)r/9- ea i i .. .............................. ........._...... .... _............... 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 96/08 ESCROW AGENT AND BROKER aw 15.ESCROW AGENT:Buyer and Boller authorize Escrow Agent to receive,deposit and hold funds and other Items in escrow act and, subject to clearance, disburse them upon proper authorization And in accordance with Florida law and the terms of this 002 Contract; Including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for 303 misdelivery of escrowed Items to Buyer or Seller, unless the misdelivery Is due to Escrow Agent's willful breach of this so4 Contract or gross negligence. If Escrow Agent Islterpteads the subject matter of the escrow, Escrow Agent will pay the filing 005 fees and costs from the deposit and will recover reasonable attorneys'fees and costs to be paid from the escrowed funds or 30e equivalent and charged and awarded as court costs In favor of the prevailing party. All claims against Escrow Agent will be 3o7 arbitrated,so long as Escrow Agent consents to arbitrate. 30e 10.PROFESSIONAL ADVICE;BROKER LIABILITY:Broker advises Buyer and Seller to verity all facts and representations aoa that are important to them and to oonsutt an appropriate professional for legal advice (for example, interpreting contracts, $10 determining the effect of laws on the Property and transaction,status of title,foreign investor reporting requirements,the effect all of property lying partially or totally seaward of tho Coastal Construction Control Una, etc.) and for tax, property condition, Big environmental and other specialized advice.Bayer acknowledges that Broker does not reside in the Property and that all 313 representations(oral,written or otherwise)by Broker are based on Seiler representations or public records.Buyer agrees to $14 rely oololy on Setter,protesatonal Inspectors and governmental agencies for verification of the Property condition and ,. 315 facts that metsrlally offeot Property vallue.Buyer and Seiler respectively will pay all costs and expenses. including ale reasonable attorneys' fees at tilt levels, Incurred by Broker and Brokers officers, directors, agents and employees In m7 connection with or arising from Buyers or Se1hWs,misstatement or failure to perform contractual obligations, Buyer and Seller ale hold harmless and release Broker and Broker's officers,directors,agents and employees from all liability for loss or damage Sig based an(1)Buyers or sellers misstatement or failure to perform contractual obligations;(9)Brokers performance,at so Buyer's►and/or Uler's request, of any task beyond the scope of services regulated by Chapter 475, F.G., as amended,' Sat including Broker's referral,recommendattgn or retention of any vendor;(3)products or services provided by any vendor;and 322 (4)expenses Incurred by any vendor.Buyer and Seiler each assume full responsibility,for selecting and compensating their $se respective vendors.This paragraph will not relieve Broker of atatutory obligations. For purposes of this paragraph,Broker will M be treated as a party to this Contract.This paragraph will survive closing, 325 17.BROKERS:The ticansee(s)and brokerage(s)named below are colleotiveiy referred to as"Broker,"Instruction to Closing 020 Agent: Seller and Buyer direct closing agent to disburse at closing the Cull amount of the brokerage fees as specified in azt separate brokerabe agnaemente with the parties and cooperative agreements between the brokers,except to the extent Broker $98 has retained such fees from the escrowed funds. In the absence of such brokerage agreements, closing agent will disburse M brokerage fees as indicated below.This paragraph will not be used to modify any MLS or other offer of compensation made by 330 Seller or listing broker to cooperating brokers, 331 332 Ssldng Sales A"oolwaoLk wo No._ _ $0109 Fftr1lBrok+&*9v ABv:($or%of Purchase Price) �. ,..._ 333 334 Usting Sales AesoRlate/Lksnsrr No.3�q��� /,lstrrrg F7mVBroJc®!fie Fee:(d dr 9b of PurchasB Prke)F �,,p 335 ADDITIONAL TERMS 336 Ia.ADDITIONAL TERMS: 337 t. WW to be so/ nsa 3;1bM&[p ment of s/i bh3hor'ar fees susnt fa rmro rewnar,L 338 2. P to be free knd Maor at outste M Mun/ol l Cod# violations on the 91ft Gets This pLovIslon sha11 sos survive the slash . 7fi/s Gbntraot to cub fact to the MWEEpl of Cho C1!)!Commission of Danis fiftch. 942 343 i 344 343 $4e 347 Buyer1, gaiter vAGO riay.4/07®2007 Flartdrl ASfOCtM d FfFplrgLnC"T _J acknowledge receipt of a copy of this Paige,which is Page 6 of 7'Pages, 9ettwa SI Added Formtsttln Co ° 's°"'°d•LIM04d so Arort stnr Sof Wa. r4 Q pyright Eoo7 Alta Stor Softws%re,Inc,All Rights geservW. (905)279.8898 _..............._................................ . ................. 04/25/2012 15.22 9549256935 LIBERTY REAL. ESTATE PAGE 07/08 349 i 349 "o 36r 35a 357 864 3II5 366 ssr M This Is Intended to be a legally binding Contract.If not fully Understood,seek the estvlce of aft attorney prior to al9ning. aa9 OFFER AND ACCEPTANCE aeo (Check It applicable; Cl Bayter received a written real property disclosure statement from Seller before making this Offer.) sat Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract Is signed by Sellor and a copy se2 delivered to Buyer no later than Wa 0 a.m.❑ p.m.on lt[A this 382 offer will be revoked and Buyer's depostt'r'efunded subject to clearance of funds. e04 COMER OFFER/REJE"ON 388 0 Seller counters Buyer's offer(to accept the counter offer,Buyer must sign or Initial the counter offered terms and deliver sea a copy of the acceptance to Seller.UnlesSf itherwise stated,'the time for acceptance of any counteroffers shall be 2 days from 3d7 the date the counter is delivered. I_) Seller rejects Buyer's offer. Lfberry Ries/Estate,ft,,a norlda coMorallon see Date: ' �" Buyer: 969 Print e o p 370 date: "v� ' ^r'�1✓ War: 371 Phone: — Pant name: 372 Fax: - Address: 373 Email: C/fy o a A a municipal corporation 374 Date: SetN►r: 97e Print nam . bJ�•. 0 M Date: meter; 377 Phone: Print name• 378 Fax: Address: 379 Email: i 390 Effeative Date: (The date on which tbv last party signed or Initialed and delivered the final offer or counteroffer.) I- ast Quyer`_--' (---,—.— I and Seller (... 1 acknowledge receipt of It copy of this page,which Is Page 7 of 7 Pages. Tns Fiarftla A-Watlon of REALTORS and beat eauLVA000126m of REALTORS make no r*PMwofatton"to tho feaai vaadhy or ad u of an f row k any speekto transaodon.This efandsnmred form should not be used in eq +wY y prnviaicn of Mle the entire real estate In"and is not Intended to Identify the user as a Rl R.REAi,T iOR to a rnptaered oeYootivn memMeM$.This hip mark form Is avdi used once by r'44+etntg keltseaa w►W erg members of the National ASNO kft of REALTOF S and who subsodbs to lis Code of C-lhlos,The wpytigbt 4tva of the United States 0 r U.S.Code)bibid fhe unauthorized ruprpdustlen of Manic fWMs by arly moans tneWing faceimlle er computerized forms VAC-9 Rev.4/07 09007 Fladda Assockfion of R&Mors®,AK rights r4larvsd,uaonsed to Ake Star W(Wo v. Software a tmrt find Added Foatting Copyright iZ Alta Star Software,Inc.Ali Rights Reserved, (30 279.W98 a 04/25/2012 15:22 9549256935 LIBERTY REAL ESTATE PAGE 08/08 r; rn px. , o u' t