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1735 TCD & Associates, LLC (113 Palmetto Ave.)Commercial Contract -Realtors The Voice for Real Estaie"in Florida 21 3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller 22' and Buyer and an executed copy delivered to all parties on or before October 29, 2015 , this offer will be 23 withdrawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 24 days from the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the 25 last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer. 26 Calendar days will be used when computing time periods, except time periods of 5 days or less. Time periods of 5 27 days or less will be computed without including Saturday, Sunday, or national legal holidays. Any time period ending 28 on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next business day. Time is of the 29 essence in this Contract. 3o 4. CLOSING DATE AND LOCATION: 31' (a) Closing Date: This transaction will be closed on March 2, 2016 (Closing Date), unless specifically 32 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but 33 not limited to, Financing nd Due Diligence periods. In the event insurance underwriting is suspended on Closing 34 Date and Buyer is unab to obtain property insurance, Buyer may postpone closing up to 5 days after the 35 insurance underwriting spensii---oyyyn�� is lifted. 36` Buyer 0and SOW acknowledge receipt of a copy of this page, which is Page 1 of 8 Pages. CC -4 Rev. 1 0 ©2010 Florida Association of R EALTORS® All Rights Reserved Serial#: 082996-400144-4 53991 ` 1. PARTIES AND PROPERTY: TCD & Associates, LLC, a Florida Limited Liability Corporation ("Buyer") 1' to buy and City of Sanford, a Municipal Corporation ("Seller") 2` agrees 3' agrees to sell the property as: Street Address: 113 Palmetto Avenue, Sanford, Florida 32771 4- Legal Description: Seminole County Property Appraiser's Parcel # 25-19-30-5AG-0301-011A , described in the 5- attached Exhibit " A ", incorporated herein. 6• 7• and the following Personal Property: none 8- 9 (all collectively referred to as the "Property") on the terms and conditions set forth below. $ 58,500.00 io•2. PURCHASE PRICE: 11. (a) Deposit held in escrow by Stenstrom, McIntosh, Colbert & Whigham, P.A. $ 5,000.00 12 ("Escrow Agent") (checks are subject to actual and final collection) Escrow Agent's address: 1001 Heathrow Park Lane, Ste # 4001, Lake Mary, FL 32746 Phone: (407) 322-2171 13. 14• (b) Additional deposit to be made to Escrow Agent within days after Effective Date $ 15' (c) Additional deposit to be made to Escrow Agent within days after Effective Date $ 16. (d) Total financing (see Paragraph 5) $ 17• (e) Other $ 1e (f) All deposits will be credited to the purchase price at closing. Balance to close, subject 53,500.00 19• to adjustments and prorations, to be paid with locally drawn cashier's or official bank $ 20 check(s) or wire transfer. 21 3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller 22' and Buyer and an executed copy delivered to all parties on or before October 29, 2015 , this offer will be 23 withdrawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 24 days from the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the 25 last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer. 26 Calendar days will be used when computing time periods, except time periods of 5 days or less. Time periods of 5 27 days or less will be computed without including Saturday, Sunday, or national legal holidays. Any time period ending 28 on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next business day. Time is of the 29 essence in this Contract. 3o 4. CLOSING DATE AND LOCATION: 31' (a) Closing Date: This transaction will be closed on March 2, 2016 (Closing Date), unless specifically 32 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but 33 not limited to, Financing nd Due Diligence periods. In the event insurance underwriting is suspended on Closing 34 Date and Buyer is unab to obtain property insurance, Buyer may postpone closing up to 5 days after the 35 insurance underwriting spensii---oyyyn�� is lifted. 36` Buyer 0and SOW acknowledge receipt of a copy of this page, which is Page 1 of 8 Pages. CC -4 Rev. 1 0 ©2010 Florida Association of R EALTORS® All Rights Reserved Serial#: 082996-400144-4 53991 ` 37' (b) Location: Closing will take place in Seminole County, Florida. (If left blank, closing 38 will take place in the county where the property is located.) Closing may be conducted by mail or electronic means. 39 5. THIRD PARTY FINANCING: 4o- BUYER'S OBLIGATION: Within 10 days (5 days if left blank) after Effective Date, Buyer will apply for third party 41- financing in an amount not to exceed 90% of the purchase price or $ 52,650.00 , with a fixed interest rate 42' not to exceed 7.0% per year with an initial variable interest rate not to exceed 4.0%, with points or commitment 43' or loan fees not to exceed 1.0% of the principal amount, for a term of 20 years, and amortized over 20 44 years, with additional terms as follows: 45' 46 Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any 47' lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within 45 days (45 days if 48 left blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and 49 (iii) close the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the so mortgage broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately 51 upon obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and 52' reasonable diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within 5 days (3 days if left 53 blank) deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. 54 If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time 5s thereafter. Unless this financing contingency has been waived, this Contract shall remain subject to the 55 satisfaction, by closing, of those conditions of Loan Approval related to the Property. DEPOSIT(S) (for purposes 57 of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan 58 Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the 59 lender fails or refuses to close on or before the Closing Date without fault on Buyer's part, the Deposit(s) shall be eo returned to Buyer, whereupon both parties will be released from all further obligations under this Contract, except for 81 obligations stated herein as surviving the termination of this Contract. If neither party elects to terminate this Contract 62 as set forth above or Buyer fails to use good faith or reasonable diligence as set forth above, Seller will be entitled to 63 retain the Deposit(s) if the transaction does not close. s4• 6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by []statutory warranty ss• deed n other Special Warranty Deed free of liens, easements and encumbrances of record or as known to Seller, but subject to property taxes for the year of closing; covenants, restrictions and public utility 67 easements of record; existing zoning and governmental regulations; and (list any other matters to which title will be 88• subject) Mineral Rights will not be conveyed by the Seller. ss' 70 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the 71' Property as set forth in the attached Development Agreement. 72 (a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent 73• and pay for the title search and closing services. Seller will, at (check one) ® Seller's ❑ Buyer's expense and 74' within 10 days ® after Effective Date ❑ or at least _ days before Closing Date deliver to Buyer (check one) 75' ® (i.) a title insurance commitment by a Florida licensed title insurer setting forth those matters to be 75 discharged by Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount 77 of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the 78 evidence of title and Seller has an owner's policy, Seller will deliver a copy to Buyer within 15 days after 79 Effective Date. 80• ❑ (ii.) an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an 81 existing firm. However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable 82 to the proposed insurer as a base for reissuance of coverage may be used. The prior policy will include copies 83 of all policy exceptions and an update in a format acceptable to Buyer from the policy effective date and 84 certified to Buyer or Buyer's closing agent together with copies of all documents recited in the prior policy and 85 in the update. If such an abstract or prior policy is not available to Seller then (i.) above will be the evidence of 88 title. 87 (b) Title Examination: Bpyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 88 of title defects. Title will deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or 89• Buyer and Seller ( acknowledge receipt of a copy of this page, which is Page 2 of 8 Pages. CC -4 Rev. 12/10 02010 Florida Association of REALTORS® Ali Rights Reserved Serial#: 082996.400149-4053991 90* (2) Buyer delivers proper written notice and Seller cures the defects within 30 days from receipt of the notice 91 ("Curative Period"). If the defects are cured within the Curative Period, closing will occur within 10 days from receipt 92 by Buyer of notice of such curing. Seller may elect not to cure defects if Seller reasonably believes any defect 93 cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 94 10 days from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or 95 accept title subject to existing defects and close the transaction without reduction in purchase price. 96 (c) Survey: (check applicable provisions below) 9r M (i.)Seller will, within 10 days from Effective Date, deliver to Buyer copies of prior surveys, plans, 98 specifications, and engineering documents, if any, and the following documents relevant to this transaction: 99` , 100 prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this 101 transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the 102 date this Contract is terminated. 103• ® Buyer will, at ❑ Seller's ® Buyer's expense and within the time period allowed to deliver and examine title 104 evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals 105• encroachments on the Property or that the improvements encroach on the lands of another, ❑ Buyer will 106' accept the Property with existing encroachments ® such encroachments will constitute a title defect to be 107 cured within the Curative Period. 108 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. los 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" 110 condition, ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. 111 Seller makes no warranties other than marketability of title. In the event that the condition of the Property has 112 materially changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and 113 receive a refund of any and all deposits paid, plus interest, if applicable. By accepting the Property "as is", Buyer 114 waives all claims against Seller for any defects in the Property. (Check (a) or (b)) 115• ❑ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" 116 condition. lir nx (b) Due Diligence Period: Buyer will, at Buyer's expense and within 90 days from Effective Date ("Due 118 Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's 119 intended use and development of the Property as specified in Paragraph 6. During the Due Diligence Period, 120 Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which Buyer deems necessary 121 to determine to Buyer's satisfaction the Property's engineering, architectural, environmental properties; zoning and 122 zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of 123 access to public roads, water, and other utilities; consistency with local, state and regional growth management and 124 comprehensive land use plans; availability of permits, government approvals and licenses; compliance with 125 American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections 126 that Buyer deems appropriate to determine the suitability of the Property for Buyer's intended use and 127 development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period of 128 Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice 129 requirement will constitute acceptance of the Property in its present "as is" condition. Seller grants to Buyer, its 130 agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the 131 purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the 132 Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, 133 damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any 134 person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage 135 in any activity that could result in a mechanic's lien being filed against the Property without Seller's prior written 136 consent. In the event this transaction does not close, (1) Buyer will repair all damages to the Property resulting 137 from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and 138 (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a result of the 139 Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's 140 deposit will be immediately returned to Buyer and the Contract terminated. 141 (c) Walk -Through Inspe ion: Buyer may, on the day prior to closing or any other time mutually agreeable to the 142` Buye d Seller { acknowledge receipt of a copy of this page, which is Page 3 of 8 Pages. CC 4 Rev_ 12/10 02010 Florida Association of REALTORS® A0 Rights Reserved Serial#. OB2996-400144-4053991 143 parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and 144 to ensure that all Property is on the premises. 145 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 146 business conducted on the Property in the manner operated prior to Contract and will take no action that would 147 adversely impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that 148' materially affect the Property or Buyer's intended use of the Property will be permitted ® only with Buyer's consent 149' ❑ without Buyer's consent. 15o 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 151 the norms where the Property is located. 152 (a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 153 closing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, 154 mailboxes, and security systems. 155 (b) Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing 156 statements and recording fees for the deed. Seller will pay Seller's attomeys' fees, taxes on the deed and 157 recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or 158 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 159 (c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable 160 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 161 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 162 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 163 contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium 164 documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters; tenant 165 subordination, non -disturbance and attomment agreements (SNDAs) required by the Buyer or Buyer's lender; 166 assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change in 167 ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller will certify that information 168 regarding the tenant's lease is correct. If Seller is an entity, Seller will deliver a resolution of its Board of Directors 169 authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and 170 setting forth facts showing the conveyance conforms to the requirements of local law. Seller will transfer security 171 deposits to Buyer. Buyer will provide the closing statement, mortgages and notes, security agreements, and 172 financing statements. 173 (d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond 174. payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance 175 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 176 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 177 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 178 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 179 (e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date 180 will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will 181 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 182 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 183 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 184 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 185 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 186 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 187 does not apply to condominium association special assessments. 188 (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, 189 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 190 complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply 191 with the F TA requirements, including delivery of their respective federal taxpayer identification numbers or 192' Buyer41# and Selle acknowledge receipt of a copy of this page, which is Page 4 of 8 Pages. CC -4 Rev. 12110 ©2010 Florida Association of REALTORS® All Rights Reserved Serial#: 082996400144-0053991 193 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 194 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 195 requirement. 196 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent') to 197 receive, deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance 198 with the terms of this Contract. The parties agree that Agent will not be liable to any person for misdelivery of 199 escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this Contract or gross 2oo negligence. If Agent has doubt as to Agent's duties or obligations under this Contract, Agent may, at Agent's option, 201 (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent 202 jurisdiction Or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of 203 the court having jurisdiction over the matter and file an action in interpleader. Upon notifying the parties of such action, 204 Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If 205 Agent is a licensed real estate broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent 206 interpleads the escrowed items or is made a party because of acting as Agent hereunder, Agent will recover 207 reasonable attorney's fees and costs incurred, with these amounts to be paid from and out of the escrowed items and 206 charged and awarded as court costs in favor of the prevailing party. 209 11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged 210 default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non - 211' complying party specifying the non-compliance. The non -complying party will have 5 days (5 days if left blank) after 212 delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. 213 12. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 214 not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 215 will be returned in accordance with applicable Florida Laws and regulations. 216 13. DEFAULT: 217 (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 218 the title marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek 219 specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the 220 brokerage fee. 221 (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 222 all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 223 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek 224 specific performance. If Seller retains the deposit, Seller will pay the Brokers named in Paragraph 20 fifty percent 225 of all forfeited deposits retained by Seller (to be split equally among the Brokers) up to the full amount of the 226 brokerage fee. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) terminate 227 the Contract and seek the remedy outlined in this subparagraph or (2) proceed with the Contract without waiving 228 any remedy for Buyer's default. 229 14. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the 230 prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable 231 attorneys' fees, costs, and expenses. 232 15. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 233 electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, 234 document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) 235 representing a party will be as effective as if given by or delivered to that party. 236 16. DISCLOSURES: 237 (a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales 238 Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of commercial 239 real estate f r any commission earned by the broker under a brokerage agreement. The lien upon the owner's net 240' Buye6-; and Salle ) acknowledge receipt of a copy of this page, which is Page 5 of 8 Pages. CC -4 Rev. 12110 ©2010 Florida Association of REALTORS® AU Rights Reserved Serial#: 082996-400144-4053991 ... .. 241 proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not attach to any 242 interest in real property. This lien right cannot be waived before the commission is earned. 243 (b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special 244 assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such 245 liens, if any, shall be paid as set forth in Paragraph 9(e). 246 (c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in 247 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 248 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon 249 and radon testing may be obtained from your county public health unit. 250 (d) Energy -Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by 251 Section 553.996, Florida Statutes. 252 17. RISK OF LOSS: 253 (a) If, after the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will bear 254 the risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. 255 Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and Seller 256 will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds, or Seller's claim to any 257 insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any such 258 proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of the 259 Buyer. 260 (b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the 261 right of eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this 262 Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of 263 purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at 264 closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate with 265 and assist Buyer in collecting any such award. 266-18. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ❑x is 267- not assignable ❑ is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment 268 agreement to the Seller at least 5 days prior to Closing. The terms "Buyer," "Seller" and "Broker" may be singular or 269 plural. This Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns 270 (if assignment is permitted). 271 19. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. 272 Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. 273 Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated 274 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or 275 typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract 276 is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be 277 construed under Florida law and will not be recorded in any public records. 278 20. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, 279 a licensed real estate Broker other than: 280• (a) Seller's Broker: None 281 (Company Name) (Licensee) 282' 283 (Address, Telephone, Fax, E-mail) 284• who ❑ is a single agent ❑ is a transaction broker ❑ has no brokerage relationship and who will be compensated 285- by Seller F] Buyer❑ both parties pursuant to a listing agreement other (specify) 286* None 287' Buyer &,"a d Sell It—Y acknowledge receipt of a copy of this page, which is Page 6 of 8 Pages. CG -4 Rev. 12110 ©2010 Florida Association of REALTORS® All Rights Reserved Seriat#: 082996400144-4053991 288• (b) Buyer's Broker: None 289 (Company Name) (Licensee) 290' 291 (Address, Telephone, Fax, E-mail) 292• who ❑ is a single agent ❑ is a transaction broker ❑ has no brokerage relationship and who will be compensated 293' by❑ Seller's Broker ❑Seller❑ Buyer ❑both parties pursuant to Flan MLS offer of compensation ❑other (specify) 294' 295 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to 296 inquiries, introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to 297 indemnify and hold Broker harmless from and against losses, damages, costs and expenses of any kind, including 298 reasonable attorneys' fees at all levels, and from liability to any person, arising from (1) compensation claimed which is 299 inconsistent with the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to 300 Paragraph 10, (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of 301 services regulated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and 302 expenses incurred by any third party whom Broker refers, recommends, or retains for or on behalf of Seller or Buyer. 303 21. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to 304 this Contract): 305' ❑ Arbitration ❑ Seiler Warranty ❑ Existing Mortgage 306• ❑ Section 1031 Exchange ❑ Coastal Construction Control Line ❑ Buyer's Attorney Approval 307* ❑ Property Inspection and Repair ❑ Flood Area Hazard Zone ❑ Seller's Attorney Approval 308* ❑ Seller Representations ❑ Seller Financing ® Other Exhibits " A " & " B " 309 22. ADDITIONAL TERMS: 310. 1. Legal description of the Property is incorporated in this agreement in the attached " Exhibit A " 311. 2. " Exhibit B "- Development Agreement executed by the parties is incorporated herein and shall be recorded in the 312" public records of Seminole County, Florida by the Seller upon closing on the purchase and sale of the property. 313= 3. The Buyer is aware and has been advised by the Seller of the contamination issues and remedial action 314- implemented by the US Environmental Protection Agency (EPA) on property located at 121 Palmetto Avenue, 315• Sanford, Florida, which is known as " The Dry Cleaner Property ", located adjacent to the south boundary of the 316' described property. 317* 318' 319` 320' 321 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 322 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL 323 FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE 324 PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE 325 EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR 326 REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER 327 ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 328 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER 329 REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF 33o THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS 331 AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE 332 AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE. 333' Buye I T and Seller i l� acknowledge receipt of a copy of this page, which is Page 7 of 8 Pages. CC -4 Rev. 12110 02010 Florida Association of REALTORS® All Rights Reserved Serial#: 0829964001444053991 334 Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other 335 party that such signatory has full Power and authority to enter into and perform this Contract in accordance with its 336 terms and each person exec s o tract and other documents on behalf of such party has been duly authorized 337 to do sc ; J cMAIN'50 01 ilw.,l r 340.- Thomas B. Phil 341 (Typed or Printed Name of Buyer) Tax ID No: 342 -Title: Manager and Member Telephone: p /� (407) 352-2255 343` 1f�1 Date: /V/V!% 344 Chad S. Linn 345` Chad S. Linn 346 (Typed or Printed Name of Buyer) 347 -Title: Manager and Member 348 -Buyer's Address for purpose of notice: 349- Facsimile: 350- City of 5'ford 351 7 7 _ - 352` 353 (Typed or Printed 354 -Title: Mayo 355` 356 City of Sanford Tax ID No: Telephone: (407) 252-6433 2595 Upper Park Road, Orlando, Florida 32814 Email: clinn@linnengineering.com Date: f G — 2-'7-1 S Tax ID No: efTf°'..Tri:plett: ;,._i: 85-80126216810-8 Telephone: 407.688-5012 Date: I o— 2"7—d < 357- Tax ID No: 358 (Typed A Printed Name of Seller) C y n t h i s P o r t e r 359 -Title: C i t y C l e r k Telephone: 85-80126216810-8 407.688.5012 360 -Seller's Address for purpose of notice: Attn: City Manager, City of Sanford, 300 N. Park Avenue, Sanford, FL32771 361 -Facsimile: (407) 688-5081 Email: Norton.Bonaparte@Sanfordfl.gov The Florida Association of REALTORS® makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as 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. 362' Buyerand Seller acknowledge receipt of a copy of this page, which is Page 8 of 8 Pages. 611- CC -4 Rev. 12/10 ©2010 Florida Association of REALTORS All Rights Reserved Serial#: 002996.400144.4053991 BIT A-1-11-111-11,111-11, Lots 11,Mond 13, Block 3, Tier I, FLORIDALAND AND COLONIZATION COMPANY LIM .AFFORIYS MAP OF THE TOWN OF SANDORD, according to the Plat thereon R Titriled inPtaftck 1. Pages 56 tbrough 64, of the PublicRccords ofScminolc Co ,6 LESS the following described parcel: B%feee thwest ctum oMal 11, Block 3, Tier 1, FLORIDA LAND AND COLOOMPANY LIIvIFTfiD E R TRAFFORD'S MAP OF THE TOWN OF SANFg to the plat thereof, as recorded inPlatBook 1. Pages 56 through 64, of the PublictninoIe County, Florida thence twt Nardr along the West line ofsaid Lot 11, 28.runNonh 89 degrees 52 minutes 35 seconds Fast 71.41 feet; thence run North 00 degrees 0b es 14 se -Dads Fast 9S5 Feet; thence run South 89 degrees 53 minutes 46 seconds to a pointan the East line ofLot 12, Block 3, Tier 1, said FLORIDA LAND AND CO TION COMPANY LWMD EIi.TRAFFORD'S MAP OF THE TOWN OF SANS ; thyenee nm South, along saidFastlim 38,80 feet to the Soulbwtst comer o£said Lot tI; tllC(toc nth 89 degrees 57 minutes 10 seconds West 115.00lett to the POINT OF BEG CF TO an easement for ingress and Egress over the following described parcel: Com at the Southwest Carrier of Lot It. Block3, Tier 1, FLORIDA LAND AND COLO 0 , MPAN MRAITED E.R. TRAFFORD'S MAP OF THE TOWN OFSANFORD.ac the platthereofaszccwdedinPIatBooltl,Pages 56 through 64, of the Public R of Seminole County, Florida, thence rum North, along the East Line ofsaid Lot 11 and the Fast LbwofLot 12, said Block 3, Tier 1,a distance of38.80 fees fora POINT OF BEGINNING; thenortb 89 degrees 53 minutes 46 seconds W_ 4357 feet; thence ran North 2178 fee k th South 89 degrees 53 mimutes46 seconds E. 23.76 feet; thence rua Nonh2.13 fcch thence nm 89 degrees 53 minutes 46 seconds 1? 19.81 feet to a point on, said East Line ofLot I2; th=outh23S1 feet to the Pointof Beginning. Prepared by and return to: 11 91 Lonnie N. Groot, Esquire EXHIBIT B Stenstrom, McIntosh, et al. 1001 Heathrow Park Lane Suite 4001 Lake Mary, Florida 32746 Telephone 407-322-2171 Tax Parcel Identification Number: 25-19-30-5AG-0301-01 1A DEVELOPMENT AGREEMENT# 15-09, BY AND BETWEEN THE CITY OF SANFORD, FLORIDA AND TCD & ASSOCIATES, LLC (RFP 14/15-12) THIS ME AGR (0, NT (hereinafter the "Agreement") is made and entered into this lz T day of -?, a— 3 2015, by and between the City of Sanford, Florida, a Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300 North Park Avenue, Sanford, Florida 32771, and TCD & Associates, LLC, a Florida limited liability corporation, (hereinafter referred to as "TCU) whose mailing address is 4035 West Highway 46, Suite # 3, Sanford, Florida 32771. The City and TCD may be collectively referenced herein as the "parties". WITNESSETH: Whereas, the City is the owner of real property located in the City of Sanford, Seminole County, Florida, as described on Exhibit "A" attached hereto (the "Premises"); and Whereas, Section 163.3202, Florida Statutes, provides that the CITY shall adopt and enforce land development regulations for the purpose of implementing its comprehensive plan and protecting the public health, safety, and general welfare; and Whereas, pursuant to the Florida Local Government Development Agreement Act as set forth at Sections 163.3220 through 163.3243, Florida Statutes, local governments are authorized to adopt, by ordinance, procedures and requirements whereby a local government may consider and enter into a development agreement with any person having a legal or equitable interest in real property located within the local government's jurisdiction and the CITY enacted Article IX, Part III, Code of Ordinances of the City of Sanford to implement the provisions of the referenced statutory provisions; and Whereas, the lack of certainty in the approval of development can result in a waste of economic and land resources; discourage sound capital improvement planning and financing; escalate the cost of housing and development; and discourage commitment to comprehensive planning and the CITY, therefore, the parties desire to engage in sound and long range planning with regard to the Premises in a manner that protects the investment backed expectations and rights of TCD while benefitting the citizens of the CITY; and 4830-9008-7969.4 47931/0001 9 Whereas, development agreements entered into pursuant to the Florida Local Government Development Agreement Act strengthen the public planning process, encourage sound capital improvement, planning and financing; assist in assuring that there are adequate capital facilities to support development; encourage private participation in comprehensive planning; and reduce the economic cost of a development by providing assurances to a developer that, upon receipt of a development permit, the developer may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement; and Whereas, development agreements are contracts negotiated between project proponents and public agencies that govern the land uses that may be allowed in a particular project and, although subject to negotiation, allowable land uses must be consistent with the local planning policies formulated by the legislative body (the City's City Commission through its general plan, and consistent with any applicable specific plan; and Whereas, neither TCD nor the City, as the local government with land use regulatory authority over lands located within the City, is required to enter into a development agreement and, when entered, the allowable land uses and other terms and conditions of approval are negotiated between the parties, subject to the City's ultimate approval, but while a development agreement must advance the City's local planning policies, it may also contain provisions that vary from otherwise applicable zoning standards and land use requirements; and Whereas, development agreements are, essentially, a planning tool that allows public agencies greater latitude to advance local planning policies, sometimes in new and creative ways and, as such, development agreements may be viewed as an alternative to the traditional development approval process which, in practice, it is commonly used in conjunction with; and Whereas, the City Commission of the City finds it is in the best interest and welfare of the citizens of the City to approve this Development Agreement with the terms and conditions set forth herein; and Whereas, the City Commission of the City has determined that the terms and conditions of this Development Agreement are in the best interests of the public health, safety and welfare of the citizens of the City and provide for specific public benefits; and Whereas, the City Commission of the City hereby finds and concludes that the provisions of this Development Agreement are consistent with the City's Comprehensive Plan and will result in the provision of enhanced economic development within the City and is consistent with the general purpose and intent of the land development regulations of the City and no amendments are required to the City's Comprehensive Plan or land development regulations in order to approve the development set forth in this Development Agreement; and 2 4830-9008-7969.4 Ilk 4793110001 Whereas, the City has complied with all requirements and procedures of Florida law in processing and advertising this Development Agreement; and Whereas, this Development Agreement is consistent with the goals, objectives and policies of the Comprehensive Plan of the City. Now, Therefore, in consideration of the foregoing, and the premises and the promises, covenants and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, TCD, and the City agree as follows: Section 1. Recitals/Findings. (a). The recitals set forth above are true and correct and form a material part of this Development Agreement upon which the parties have relied. (b). The findings set forth above are, and constitute, the administrative and quasi-judicial findings of the City Commission of the City and form a material part of this Development Agreement upon which the parties have relied. Section 2. Premises. (a). The premises for the purposes of this Development Agreement are as set forth at Exhibit "A". City. (b). The legal entity having legal or equitable ownership of the Premises is the Section 3. Terms And Conditions Relative To The Premises. (a). The provisions of the attached (Exhibit "B" — the "Commercial Contract" with its own Exhibit "A". (b). TCD shall develop the Premises in a manner that is generally consistent with the City of Sanford Land Development Code and implements the requirements set forth in this section. (c). TCD is required to obtain approval via a major conditional use and historic preservation requirements for the office usage on the first floor. TCD further understands that it is responsible for obtaining any approvals for use of the Premises in advance of occupancy and that certain uses may require special consideration by the Historic Preservation Board, the Planning and Zoning Commission or City Commission or any combination of those bodies. (d). TCD understands that the Premises is assigned the SC -3, Special Commercial, zoning classification 3 4830-9008-7969.4 4793110001 (e). TCD understands that it has the sole responsibility to ensure that future plans for the Premises comply with the zoning classification assigned to the Premises and in accordance with the City's Land Development Regulations. ft All work on the Premises (including, but not limited to, restoration and rehabilitation) affecting the original exterior walls of the Premises is subject to approval by means of a Certificate of Appropriateness issued by the Historic Preservation Board. (g). Removal of stucco and restoration of the original brick fagade is required. Restoration shall include all original exterior walls including the original west, south and east exterior walls. An approved Certificate of Appropriateness is required to be obtained prior to the start of work. (h). Re -installation of building plaque with historical narrative approved by the City shall be implemented once the original brick fagade is restored. (i). The building located on the Premises shall obtain a certificate of occupancy consistent with the terms and conditions of this Development Agreement on or before December 31, 2017. (j). The public purpose and benefit that is derived and to the City shall be the redevelopment of the Premises in a manner that ensures sensitivity to historic preservation and of a property which has been the subject of code enforcement actions as well as a property which has been deterred from redevelopment as a result of numerous challenges and issues. (k). No Comprehensive Plan amendments or changes in land use designations or changes in zoning classifications/districts assigned to property are necessitated by this Development Agreement, nor any required submissions to or approvals from Seminole County; the State of Florida, Departments of Economic Opportunity, Environmental Protection, Transportation, or such other department or agency of the State as may be applicable; the United States Army Corps of Engineers; the St. Johns River Water Management District; the United States Environmental Protection Agency or any other Federal departments or agencies with competent jurisdiction over any aspect of the approved development, but such requirements are not precluded by this Development Agreement. Section 4. Reasonable Approval.. In those instances in this Development Agreement in which a party's approval, consent or satisfaction is required, then it shall be implied that such action shall be exercised in a reasonable manner and within a reasonable time frame. Notwithstanding the foregoing, no quasi-judicial or legislative action of the City may be presumed to be approved by virtue of this Development Agreement. 4 4830-9008-7969.4 47931/0001 Section 5. Remedies. Each party shall have any and all remedies as permitted by law; provided, however, that the parties agree to provide for positive dialogue and communications if disputes or disagreements arise as to the interpretation or implementation of this Development Agreement. Section 6. Time Is Of The Essence. Time is of the essence of the lawful performance of the duties and obligations contained in this Development Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Development Agreement. Section 7. Headings/Captions. All sections and descriptive headings in this Development Agreement are inserted for convenience only, and shall not affect the construction or interpretation hereof. Section 8. Force Majeure. No party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, terrorism, hurricane, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. (a). This Development Agreement shall be binding upon and inure to the benefit and burden of the successors in interest, transferees and assigns of the parties. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Development Agreement, and that it has the legal authority to enter into this Development Agreement and to undertake all obligations imposed on it. The signatories hereof represent that they have the requisite and legal authority to execute this Development Agreement and bind the respective parties herein. 5 4930-9008-7969.4 47931/0001 (b). This Development Agreement touches and concerns the Premises and shall run with the land and shall be binding upon and inure to the benefit and burden of the parties hereto and their respective successors and assigns. Section 10. Exhibits. All exhibits to this Development Agreement are hereby incorporated into this Development Agreement by this reference thereto. Section 11. Public Records. TCD shall allow public access to all documents, papers, letters or other materials subject to the provisions of Chapter 119, Florida Statutes, and other controlling law and which have been made or received by TCD in conjunction with this Development Agreement and shall adhere to the controlling provisions of State law relating to public records. Section 12. Equal Opportunity. TCD agrees that they will not discriminate against any employee or applicant for employment for work relating to the services provided under this Development Agreement because of race, color, religion, sex, age, national origin or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demoting or transfer; recruitment advertising; layoff or termination; rates of pay or their forms of compensation; and selection for training, including apprenticeship. Section 13. Conflict Of Interest. TCD agrees that it will not commit any act that would cause or create a conflict of interest as defined by Chapter 112, Florida Statutes, to exist or occur in the performance of its obligations pursuant to this Development Agreement with the City. Section 14. Compliance With Laws And Regulations. In performing pursuant to this Development Agreement, TCD shall abide by all statutes, ordinances, rules, and regulations pertaining to, regulating the acts contemplated to be performed herein, including those now in effect and hereafter adopted. This provision shall include, but not be limited to, the provisions of the City's land development regulations and the codes and ordinances of the City. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Development Agreement. 6 4830-9008-7969.4 4793110001 Section 15. Notices. (a). Whenever either party desires to give notice unto the other, notice may be sent to: For the City: City Manager City of Sanford 300 North Park Avenue Sanford, Florida 32771 For TCD: Mr. Chad S. Linn, P.E., Registered Agent 2595 Upper Park Road Orlando, Florida 32814 (b). Either party may change the address for notification by providing notice of such change to the other party. Section 16. Interpretation/Applicable Law/Venue. The laws of the State of Florida shall govern this Development Agreement. Any legal action necessary arising out of the Development Agreement will have its venue in Seminole County and the Development Agreement will be interpreted according to the laws of Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other further exercise thereof. Waiver of a default shall not be deemed a waiver of any subsequent defaults. In any action brought by either party for the enforcement of the obligations of the other party, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs. The specific provisions of this Development Agreement shall prevail over the generality of the foregoing. In any action or proceeding required to enforce or interpret the terms of this Development Agreement, venue shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. Section 17. Construction Or Interpretation Of The Development Agreement. This Development Agreement is the result of bona fide arms -length negotiations between the parties and all parties have contributed substantially and materially to the preparation of the Development Agreement. Accordingly, this Development Agreement 7 4830-9008-7969.4 47931/0001 shall not be construed or interpreted more strictly against any one (1) party than against any other party both parties having participated in the drafting of this Development Agreement. Whenever a decision is provided for herein which is to be made by the City, such decision must be in writing in order to be binding upon the City. Section 18. Entire Development Agreement/Modification. (a). This Development Agreement constitutes the complete, integrated and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements, contracts or understandings, whether oral or written, between the parties relating thereto, all of which have been integrated herein. This Development Agreement may not be amended, changed, or modified and material provisions hereunder may not be waived, except by a written document, of equal dignity herewith and signed by all parties to this Development Agreement. (b). If the City Commission of the City finds, on the basis of substantial competent evidence, that there has been a failure to comply with the terms of this Development Agreement, this Development Agreement may be revoked or modified by the City Commission upon affording TCD administrative due process rights in accordance with controlling law. (c). A substantial modification of this Development Agreement shall, in the City's sole discretion, require approval by the City Commission in accordance with the procedures set forth in Article IX, Part III, Code of Ordinances of the City of Sanford. This Development Agreement may be amended or canceled by mutual consent of the parties to the agreement or by their successors in interest; provided, however, that a substantial modification of this Development Agreement shall, in the City's sole discretion, require approval by the City Commission in accordance with the procedures set forth in Sections 9.8 and 9.9 of Article IX, Part III, Code of Ordinances of the City of Sanford. (d). If State or Federal laws are enacted after the execution of this Development Agreement, which are applicable to and preclude the parties' compliance with the terms of this Development Agreement, this Development Agreement shall be modified or revoked as is necessary to comply with the relevant State or Federal laws. Section 19. Third Party Beneficiaries/Transferability. (a). The CITY shall not be liable to any person, firm or corporation who contracts with or provides goods or services to TCD or in connection with services provided by TCD or to the City; and there is no contractual relationship, either expressed or implied, between the City and any other person, firm, or corporation supplying any work, labor, services, goods or materials to TCD, or as a result of its services to the City hereunder. This Development Agreement is solely for the benefit of the formal parties to this Development Agreement, and no right or cause of action shall accrue by reason hereof to or for the benefit of any other third party not a formal party 8 4830-9008-7969A 47931/GWI 0, ill 44, hereto. Nothing in this Development Agreement, expressed or implied, is intended or shall be construed to confer upon or give any person or entity any right, remedy or claim under or by reason of this Development Agreement or any provisions or conditions hereof, other than the parties hereto and their respective representatives, successors and assigns as set forth herein. (b). This Development Agreement is transferable. However, so long as the land or structure or any portion thereof covered under the development agreement continues to be used for the purposes for which it was issued, then no person (including successors and assigns of the person(s) or entity (ies) who obtained the development agreement) may make use of the land except in accordance with the conditions and requirements of this Development Agreement. The provisions of this Development Agreement run with and burden the real property to which it relates until release or amended in accordance with formal action of the City. Section 20. Attorneys Fees And Costs. In the event of any action to enforce the terms of this Development Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, paralegals' fees, and costs incurred, whether the same be incurred in pre -litigation negotiation, litigation at the trial level, or upon appeal. Section 21. Severability. If any one or more of the covenants or provisions of this Development Agreement shall be held to be contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall, for any reason whatsoever, be held invalid, then such covenants or provisions shall be null and void, shall be deemed separable form the remaining covenants or provisions of this Development Agreement, and shall, in no way, affect the validity of the remaining covenants or provisions of this Development Agreement. Section 22. Effective Date/Termination; Periodic Review Of Development Agreement. (a). This Development Agreement shall take effect on the date that this Development Agreement is fully executed by the parties and is recorded in the Official Records (Land Records) of Seminole County, Florida. (b). This Development Agreement shall be in effect for a period of twenty (20) years, but may be extended by mutual consent of the City and TCD, in accordance with the controlling provisions of law. Any request for an extension shall be subject to the public hearing process necessary for the initial approval of said Development Agreement; provided, however, that the City has concluded that the vested rights of TCD and the investment backed expectations of TCD warrant a renewal and 4830-9008-7969.4 4793110001 continuation of the development approved for the premises herein consistent with the agreements between the parties and contingent upon the condition of the Premises. (c). Prior to the completion of the project and at the issuance of a certificate of completion by the City, the City shall review this Development Agreement as well as at least once every twelve (12) months to determine if there has been demonstrated good faith compliance with the terms of the Development Agreement. Section 23. Counterparts. This Development Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. In Witness Whereof, the City and TCD have executed this instrument for the purposes herein expressed. Attest. Cynth1% Porter, City Clerk The City Of Sanford By: Jeff Triplett Mayor Dated: Approved as to form and legality for Use and reliance by the Clitv of Sanford, Florida BY.' -k William L. Colbert City Attorney ADDITIONAL SIGNATURE BLOCKS FOLLOW: 10 483MO08-7969.4 4793110001 �L7/ 2-- Witnessed(Attest." Chad S. Linn Manager and Member Dated: A01 Doug rN5ri6k Manager and Member Dated: � - 1;�- STATE OF FLORIDA COUNTY OF SEMINOLE TCD & Associates, LLC ACKNOWLEDGEMENT I HEREBY CERTIFY that on this day, before me, an officer duly authorized to administer oaths and take acknowledgments, personally appeared Thomas B. Phillips and he acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily and he is personally known to me or provided as identification. /2 WITNESS my hand and official seal in the County and Stat im last aforesaid this day of 2015. L (Affix Notary Seal) Wo7t9nI-Vublic; State of Florida Brim J. 00annell NOTARY PUBLIC STATE OF FLORIDA Comm# FF91ZW5 Expires 9111/2019 11 4830-9008-7969.4 47931/0001 Mortgagee's Consent And Covenant Comes Now, Mortgagee, on behalf of its heirs, successors, assigns or transfereE whatsoever, and subordinates its interests to the City and consents to, covenants to perform and fully abide by the provisions, terms, commitments set forth in this document. Attest., By: Print Name: Print Title: Dated: 12 4830-9009-7969.4 47931/0001 , the 3 of any nature agrees with and conditions and i ,l-Tl�,�-AI j r =IT 1W Lots It. 12, and 13, Block3, Tier I, TL ORIDA LAPID AND COLONU—MON CONiPANY' LIMUEDIUL TRAFFORD'S MAP OF THE TOWN OF SAN DORD, accordingto the Plat ihrreoG riled loPiatBook 1, Pages 56 fteugh 64, of the Public Recards of Senmtole Co LESS the following described parcel: Be '%1nu. tilwW w=ofLol Il, Blockl Tisa 1, FZOIti13ALc' ND AND COLOIsRPl3NY%ShiiTED E R TRAFFORD'S t4iftP OF THE TOWN OF SAI3gtotitepiaithceof,asrecardediaPlatBoakl,Pages56thmugh64,ofthe Publiminole County, Florida; thencenutNorth, alongthtBrest line ofsaid Lot 11, 2e nunNorth 89 degrees 52 minutes 35 seconds East 71.41 f= thence run lotth QO degrees Obmattes 14 sa onds East 995 feet thence run South $9 detgees 53 minutes 46 seconds to apouttou the Bast faro of Lot 12, Block 3, Tier 1, saidPWRIDr1 LIAND AND CO TIOPi COMPANY L11 MED MTRAFFORWS tLAP OF THE TOMIN OF SAi�IF ; thence run South, along saidFastl'une, 38.80 feetto the Southwest comer of said Lot 11; thctt� nth 89 degrees 57 minutes 10 seconds West 115.00 feet to the POINT OF BEGihlly ;tthl T TO as easement for ingress and Egress over the following desmibedparcei: Com Southwest ComerofLot 11, Blook3jiicr 1, FLORIDALAPID AND COLO 0 +IIsA2v'i`I.TiVi1TBD E,R TRAFFORD' MAP'OFINE TOWN OFSANFORD.ac the platthereofasrccordedinl'latBookl,Pages56 through 64, oft]taPublicR USemincle,County,Florida, thence run Norib,zlongthe Fast l.ineofsaid Lot 11 and the East t Lot 12 said Block 3, Ties l,a distance of38.80 rm fora POW OF BEGROMG; theacbSw p 84 degrees 53 minutes 46 seconds W. 4357 feat thence nun North 2l 78 feet t'h South 89 degrees 53 nimutes46 sceands E.23 76 feat; thence nia Piotth 2.13 &et; thence:r= 89 degrees 53 minutes 46 seconds E.19.81 feet to a point on said East Line of Lot I2; =Soulh 2391 feetto the Point o€Beginning. I Commercial Contract The Voice for Real Estate' in Florida 1* 1. PARTIES AND PROPERTY: TCD & Associates, LLC, a Florida Limited Liability Corporation ("Buyer") 2* agrees to buy and City of Sanford, a Municipal Corporation ("Seller") 3* agrees to sell the property as: Street Address: 113 Palmetto Avenue, Sanford, Florida 32771 4- 5* Legal Description: Seminole County Property Appraiser's Parcel # 25-19-30-5AG-0301-011A , described in the 6* attached Exhibit " A ", incorporated herein. 7* and the following Personal Property: none 8- 9 (all collectively referred to as the "Property") on the terms and conditions set forth below. 1o* 2. PURCHASE PRICE: (a) Deposit held in escrow by Stenstrom, McIntosh, Colbert & Whigham, P.A. ("Escrow Agent") (checks are subject to actual and final collection) Escrow Agent's address: 1001 Heathrow Park Lane, Ste # 4001, Lake Mary, FL 32746 (b) Additional deposit to be made to Escrow Agent within (c) Additional deposit to be made to Escrow Agent within (d) Total financing (see Paragraph 5) (e) Other $ 58,500.00 $ 5,000.00 Phone: (407) 322-2171 days after Effective Date $ days after Effective Date $ 18 (f) All deposits will be credited to the purchase price at closing. Balance to close, subject 19* to adjustments and prorations, to be paid with locally drawn cashier's or official bank $ 53,500.00 20 check(s) or wire transfer. 21 3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller 22* and Buyer and an executed copy delivered to all parties on or before October 29, 2015 , this offer will be 23 withdrawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 24 days from the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the 25 last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer. 26 Calendar days will be used when computing time periods, except time periods of 5 days or less. Time periods of 5 27 days or less will be computed without including Saturday, Sunday, or national legal holidays. Any time period ending 23 on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next business day. Time is of the 29 essence in this Contract. 3o 4. CLOSING DATE AND LOCATION: 31* (a) Closing Date: This transaction will be closed on March 2, 2016 (Closing Date), unless specifically 32 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but 33 not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended on Closing 34 Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after the 35 insuranc rwriting s /pension is lifted. 36* Buy' ( Sell e0( ) ) acknowledge receipt of a copy of this page, which is Page 1 of 8 Pages. CC4 Rev. 12/10 ©2010 Florida Association of REALTORS® All Rights Reserved Serial#:082996-000144-0053991 37` (b) Location: Closing will take place in Seminole County, Florida. (If left blank, closing 38 will take place in the county where the property is located.) Closing may be conducted by mail or electronic means. 39 5. THIRD PARTY FINANCING: 4o• BUYER'S OBLIGATION: Within 10 days (5 days if left blank) after Effective Date, Buyer will apply for third party 41' financing in an amount not to exceed 90% of the purchase price or $ 52,650.00 with a fixed interest rate 42' not to exceed 7.0% per year with an initial variable interest rate not to exceed 4.0%, with points or commitment 43• or loan fees not to exceed 1.0%0 of the principal amount, for a term of 20years, and amortized over 20 44 years, with additional terms as follows: 45' 46 Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any 47' lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within 45 days (45 days if 48 left blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and 49 (iii) close the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the 5o mortgage broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately 51 upon obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and 52" reasonable diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within 5 days (3 days if left 53 blank) deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. 54 If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time 55 thereafter. Unless this financing contingency has been waived, this Contract shall remain subject to the 56 satisfaction, by closing, of those conditions of Loan Approval related to the Property. DEPOSIT(S) (for purposes 57 of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan 58 Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the 59 lender fails or refuses to close on or before the Closing Date without fault on Buyer's part, the Deposit(s) shall be 6o returned to Buyer, whereupon both parties will be released from all further obligations under this Contract, except for 61 obligations stated herein as surviving the termination of this Contract. If neither party elects to terminate this Contract 62 as set forth above or Buyer fails to use good faith or reasonable diligence as set forth above, Seller will be entitled to 63 retain the Deposit(s) if the transaction does not close. 64- 6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by E] statutory warranty 65- deed ® other Special Warranty Deed , free of liens, easements and encumbrances of record or 66 known to Seller, but subject to property taxes for the year of closing; covenants, restrictions and public utility 67 easements of record; existing zoning and governmental regulations; and (list any other matters to which title will be 68• subject) Mineral Rights will not be conveyed by the Seller. 69' 70 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the 71- Property as set forth in the attached Development Agreement. 72 (a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent 73' and pay for the title search and closing services. Seller will, at (check one) nx Seller's ❑ Buyer's expense and 74' within 10 days nx after Effective Date ❑ or at least _ days before Closing Date deliver to Buyer (check one) 75' xx (i.) a title insurance commitment by a Florida licensed title insurer setting forth those matters to be 76 discharged by Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount 77 of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the 78 evidence of title and Seller has an owner's policy, Seller will deliver a copy to Buyer within 15 days after 79 Effective Date. 80• ❑ (ii.) an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an 81 existing firm. However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable 82 to the proposed insurer as a base for reissuance of coverage may be used. The prior policy will include copies 83 of all policy exceptions and an update in a format acceptable to Buyer from the policy effective date and 84 certified to Buyer or Buyer's closing agent together with copies of all documents recited in the prior policy and 85 in the update. If such an abstract or prior policy is not available to Seller then (i.) above will be the evidence of 86 title. 87 (b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 88 of title defects. Title will be4deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or 89' Buyer and Seller 4 Llcknowledge receipt of a copy of this page, which is Page 2 of 8 Pages. ti CC -4 Rev. 12/10 02010 Florida Association of REALTORS All Rights Reserved Serial#: 082996-4001444053991 so• (2) Buyer delivers proper written notice and Seller cures the defects within 30 days from receipt of the notice 91 ("Curative Period"). If the defects are cured within the Curative Period, closing will occur within 10 days from receipt 92 by Buyer of notice of such curing. Seller may elect not to cure defects if Seller reasonably believes any defect 93 cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 94 10 days from receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or 95 accept title subject to existing defects and close the transaction without reduction in purchase price. 96 (c) Survey: (check applicable provisions below) 97` Q (i.)Seller will, within 10 days from Effective Date, deliver to Buyer copies of prior surveys, plans, 98 specifications, and engineering documents, if any, and the following documents relevant to this transaction: 99* 100 prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this 101 transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the 102 date this Contract is terminated. 103• nx Buyer will, at ❑ Seller's Z Buyer's expense and within the time period allowed to deliver and examine title 104 evidence, obtain a current certified survey of the Property from a registered surveyor. If the surrey reveals 105* encroachments on the Property or that the improvements encroach on the lands of another, ❑ Buyer will 106• accept the Property with existing encroachments ® such encroachments will constitute a title defect to be 107 cured within the Curative Period. 108 (d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress. log 7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" 110 condition, ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. 111 Seller makes no warranties other than marketability of title. In the event that the condition of the Property has 112 materially changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and 113 receive a refund of any and all deposits paid, plus interest, if applicable. By accepting the Property "as is", Buyer 114 waives all claims against Seller for any defects in the Property. (Check (a) or (b)) 115* ❑ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" 116 condition. 117• rx (b) Due Diligence Period: Buyer will, at Buyer's expense and within 90 days from Effective Date ("Due 118 Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's 119 intended use and development of the Property as specified in Paragraph 6. During the Due Diligence Period, 120 Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which Buyer deems necessary 121 to determine to Buyer's satisfaction the Property's engineering, architectural, environmental properties; zoning and 122 zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of 123 access to public roads, water, and other utilities; consistency with local, state and regional growth management and 124 comprehensive land use plans; availability of permits, government approvals and licenses; compliance with 125 American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections 126 that Buyer deems appropriate to determine the suitability of the Property for Buyer's intended use and 127 development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period of 128 Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice 129 requirement will constitute acceptance of the Property in its present "as is" condition. Seller grants to Buyer, its 130 agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the 131 purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and assigns enter the 132 Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, 133 damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any 134 person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage 135 in any activity that could result in a mechanic's lien being filed against the Property without Seller's prior written 136 consent. In the event this transaction does not close, (1) Buyer will repair all damages to the Property resulting 137 from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and 138 (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a result of the 139 Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's 140 deposit will be immediately returned to Buyer and the Contract terminated. 141 (c) Walk-through Inspec on: Buyer may, on the day prior to closing or any other time mutually agreeable to the r� 142' Buyer and Seller acknowledge receipt of a copy of this page, which is Page 3 of 8 Pages. CC4 Rev. 12110 02010 Florida Association of REALTORS® All Rights Reserved Serial#: 082996-400144-4053991 143 parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and 144 to ensure that all Property is on the premises. 145 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 146 business conducted on the Property in the manner operated prior to Contract and will take no action that would 147 adversely impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that 148' materially affect the Property or Buyer's intended use of the Property will be permitted ® only with Buyer's consent 149• ❑ without Buyer's consent. 15o 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 151 the norms where the Property is located. 152 (a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 153 closing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, 154 mailboxes, and security systems. 155 (b) Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing 156 statements and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and 157 recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or 158 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances. 159 (c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable 160 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 161 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 162 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 163 contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium 164 documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters; tenant 165 subordination, non -disturbance and attomment agreements (SNDAs) required by the Buyer or Buyer's lender; 166 assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change in 167 ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller will certify that information 168 regarding the tenant's lease is correct. If Seller is an entity, Seller will deliver a resolution of its Board of Directors 169 authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and 170 setting forth facts showing the conveyance conforms to the requirements of local law. Seller will transfer security 171 deposits to Buyer. Buyer will provide the closing statement, mortgages and notes, security agreements, and 172 financing statements. 173 (d) Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond 174 payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance 175 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 176 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 177 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 178 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 179 (e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date 180 will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will 181 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 182 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 183 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 184 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 185 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 186 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 187 does not apply to condominium association special assessments. 188 (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, 189 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 190 complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply 191 with the FIRPTA requirem nts, including delivery of their respective federal taxpayer identification numbers or 192• Buyer J d Seller �) acknowledge receipt of a copy of this page, which is Page 4 of 8 Pages. CC -4 Rev. 12!10 02010 Florida Association of REALTORS® All Rights Reserved SedaW,. 082996-4001444053991 193 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 194 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 195 requirement. 196 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent') to 197 receive, deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance 196 with the terms of this Contract. The parties agree that Agent will not be liable to any person for misdelivery of 199 escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this Contract or gross 20o negligence. If Agent has doubt as to Agent's duties or obligations under this Contract, Agent may, at Agent's option, 201 (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent 202 jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of 203 the court having jurisdiction over the matter and file an action in interpleader. Upon notifying the parties of such action, 2o4 Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If 205 Agent is a licensed real estate broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent 206 interpleads the escrowed items or is made a party because of acting as Agent hereunder, Agent will recover 207 reasonable attorney's fees and costs incurred, with these amounts to be paid from and out of the escrowed items and 206 charged and awarded as court costs in favor of the prevailing party. 209 11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged 210 default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non 211• complying party specifying the non-compliance. The non -complying party will have 5 days (5 days if left blank) after 212 delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. 213 12. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 214 not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 215 will be returned in accordance with applicable Florida Laws and regulations. 216 13. DEFAULT: 217 (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 216 the title marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek 219 specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the 220 brokerage fee. 221 (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 222 all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 223 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek 224 specific performance. If Seller retains the deposit, Seller will pay the Brokers named in Paragraph 20 fifty percent 225 of all forfeited deposits retained by Seller (to be split equally among the Brokers) up to the full amount of the 226 brokerage fee. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) terminate 227 the Contract and seek the remedy outlined in this subparagraph or (2) proceed with the Contract without waiving 228 any remedy for Buyer's default. 229 14. ATTORNEY'S FEES AND COSTS:ln any claim or controversy arising out of or relating to this Contract, the 230 prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable 231 attorneys' fees, costs, and expenses. 232 15. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 233 electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, 234 document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) 235 representing a party will be as effective as if given by or delivered to that party. 236 16. DISCLOSURES: 237 (a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales 238 Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of commercial 239 real estat any comm' s'on earned by the broker under a brokerage agreement. The lien upon the owner's net 240' Buyer } ) d Seller acknowledge receipt of a copy of this page, which is Page 5 of 8 Pages. CC -4 Rev. 12/10 ©2010 Florida Association of REALTORS® All Rights Reserved Serial#: 082996.400144-4053991 .. _ ... 241 proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not attach to any 242 interest in real property. This lien right cannot be waived before the commission is earned. 243 (b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special 244 assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such 245 liens, if any, shall be paid as set forth in Paragraph 9(e). 246 (c) Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in 247 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 248 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon 249 and radon testing may be obtained from your county public health unit. 250 (d) Energy -Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by 251 Section 553.996, Florida Statutes. 252 17. RISK OF LOSS: 253 (a) If, after the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will bear 254 the risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. 255 Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and Seller 256 will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds, or Seller's claim to any 257 insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any such 258 proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of the 259 Buyer. 260 (b) If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the 261 right of eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this 262 Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of 263 purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at 264 closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate with 265 and assist Buyer in collecting any such award. 266.18. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise ® is 267` not assignable ❑ is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment 268 agreement to the Seller at least 5 days prior to Closing. The terms "Buyer," "Seller" and "Broker" may be singular or 269 plural. This Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns 270 (if assignment is permitted). 271 19. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. 272 Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. 273 Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated 274 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or 275 typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract 276 is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be 277 construed under Florida law and will not be recorded in any public records. 278 20. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, 279 a licensed real estate Broker other than: 280' 281 282' 283 284' 285' 286• (a) Seller's Broker: None (Company Name) (Licensee) (Address, Telephone, Fax, E-mail) who ❑ is a single agent ❑ is a transaction broker ❑ has no brokerage relationship and who will be compensated by F-1 Seller Buyer❑ both parties pursuant to El a listing agreement ❑ other (specify) None 287' Buyert�bnd Selle acknowledge receipt of a copy of this page, which is Page 6 of 8 Pages. i CC -4 Rev. 12/10 02010 Florida Association of REALTORS® All Rights Reserved Serial#: 082996-400144-4053991 288' (b) Buyer's Broker: 289 (Company None (Licensee) 290* 291 (Address, Telephone, Fax, E-mail) 292• who ❑ is a single agent ❑ is a transaction broker E] has no brokerage relationship and who will be compensated 293* by❑ Seller's Broker ❑Seller❑ Buyer ❑both parties pursuant to ❑ an MLS offer of compensation ❑other (specify) 294' 295 (collectively referred to as "Broker") in connection with any act relating to the Property, including but not limited to 296 inquiries, introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to 297 indemnify and hold Broker harmless from and against losses, damages, costs and expenses of any kind, including 298 reasonable attorneys' fees at all levels, and from liability to any person, arising from (1) compensation claimed which is 299 inconsistent with the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to 300 Paragraph 10, (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of 301 services regulated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and 302 expenses incurred by any third party whom Broker refers, recommends, or retains for or on behalf of Seller or Buyer. 303 21. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to 304 this Contract): 305* ❑ Arbitration ❑ Seller Warranty ❑ Existing Mortgage 308* ❑ Section 1031 Exchange ❑ Coastal Construction Control Line ❑ Buyer's Attorney Approval 307* ❑ Property Inspection and Repair ❑ Flood Area Hazard Zone ❑ Seller's Attorney Approval 308* ❑ Seller Representations ❑ Seller Financing ® Other Exhibits " A " & " B " 309 22. ADDITIONAL TERMS: 310. 1. Legal description of the Property is incorporated in this agreement in the attached " Exhibit A " 311* 2. " Exhibit B "- Development Agreement executed by the parties is incorporated herein and shall be recorded in the 312• public records of Seminole County, Florida by the Seller upon closing on the purchase and sale of the property. 313* 3. The Buyer is aware and has been advised by the Seller of the contamination issues and remedial action 314* implemented by the US Environmental Protection Agency (EPA) on property located at 121 Palmetto Avenue, 315• Sanford, Florida, which is known as " The Dry Cleaner Property ", located adjacent to the south boundary of the 316* described property. 317* 318* 319* 320* 321 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 322 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL 323 FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE 324 PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE 325 EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR 326 REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER 327 ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 328 REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER 329 REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF 33o THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS 331 AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE 332 AND FACTS THAT MATELILY AFFECT PROPERTY VALUE. 333* Buyer O nd Seller ) acknowledge receipt of a copy of this page, which is Page 7 of 8 Pages. CC -4 Rev. 12/10 02010 Florida Association of REALTORS® All Rights Reserved Serial#: 082996-400144-4053991 334 Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other 335 party that such signatory has full power and authority to enter into and perform this Contract in accordance with its 336 terms and each person executi act and other documents on behalf of such party has been duly authorized 337 to do so. t 338" Date: 339 ThO946S B. Phillip 340` Thomas B. Phillipsl�-- Tax ID No: 341 (Typed or Printed Name of Buyer) 342- Title: Manager and Mer$�b�r Telephone: (407) 352-2255 343; _�. -Vii;,.,' .- .... Date: /c`a✓ . �°..,� 344 Chad S. Linn 345• Chad S. Linn Tax ID No: 346 (Typed or Printed Name of Buyer) 347*Title: Manager and Member Telephone: (407) 252-6433 348• Buyer's Address for purpose of notice: 2595 Upper Park Road, Orlando, Florida 32814 349- Facsimile: Email: clinn@linnengineering.com 350. City of Anfol/d Date: 351 352• a TaxIDNO: 85-8012621681C-8 353 (Typed or Printed Na f r) e f f Triplett 354• Title: Mayor Telephone: 407.688-5012 355• City of San rd Date:2']-- 356 358 (Typed or Plinted Name of Seller) C y n t h i a P o r t e r 359• Title: City Clerk Telephone: 407.688-5012 360• Seller's Address for purpose of notice: Attn: City Manager, City of Sanford, 300 N. Park Avenue, Sanford, FL32771 361* Facsimile: (407) 688-5081 Email: Norton.Bonaparte@Santordfl.gov The Florida Association of REALTORS® makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as 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. 362` Buye4 and Seller L? acknowledge receipt of a copy of this page, which is Page 8 of 8 Pages. CC4 Rev. 12/10 02010 Florida Association of REALTORS® All Rights Reserved Serial#: 082996.400144-0053991 0 SPECIAL EVENTS October 26, 2015 MAILING ADDRESS CITY OF SANFORD Ms. Kim House POST OFFICE BOX 1788 c/o St. Johns Riverfront Festival of the Arts, Inc. SANFORD, FLORIDA 32772-1788 PO Box 223 • Sanford, FL 32772 PHYSICAL ADDRESS CITY HALL Dear Kim, Liz & Charles: 300 NORTH PARK AVENUE SANFORD, FLORIDA 32771-1244 Congratulations on a great event! !! The actual cost of the event was 0 $5,090.99 as illustrated below. I will forward this invoice to the CRA as well. TELEPHONE 407.688.5120 Estimate Actual FACSIMILE Parks Staff 1,425.65 1,062.06 SVPK 407.688.5121 Public Works Staff 563.89 426.73 SVPW WEBSITE Police Staff 3,685.00 1,926.25 OD WWW.SANFORDFL.GOV Fire Staff 2,310.76 758.98 SVFD • Parks Usage Fee 605.00 465.00 US CITY COMMISSION Equipment Rental 239.85 195.90 RV Recovery Fee 30.25 23.25 RR JEFFTRIPLETT Alcohol Permit 100.00 100.00 SV MAYOR Noise Permit 10.00 10.00 V ART WOODRUFF Solid Waste 123.42 122.82 SW DISTRICT 1 Banner/Balloon Fee 120.00 0.00 SV VELMA H. WILLIAMS $9,213.82 $5,090.99 DISTRICT 2 RANDYJONES We are having a Special Event Review Committee Meeting on Tuesday, DISTRICT November 3rd and you are invited to have a post -event analysis in preparation for PATTY MAHANY next year. Since we have your 2016 event application, we could review that DISTRICT4 application and create a preliminary plan for next year, knowing of course that we 0 would update the service requests and requirements as the event date draws near. NORTON N. BONAPARTE, JR. Please let me know if you we can expect you on the 3`d. If you have any CITY MANAGER questions, please do not hesitate to call. Sincerely, Jennifer J. Brooks SEC513 OD Supervisor of Special Events RR 23.2525 RV 195.90 C: Bob Turk, Executive Director, Sanford Community Redevelopment sv 110.00 SVFD 758.98 Agency (CRA) sVPK 1,062.06 SVPW 426.73 SW 122.82 Us 465.00 7/6 7z� SEMINOLE COUNTY PUBLIC SCHOOLS, FLORIDA FACILITY LEASE AGREEMENT This contract is made on this 2 day of November 2015_ between The School Board of Seminole County, Florida, and Florida Department of Health Seminole County Lessee, (Category ) for the use of the outside facility grounds parking area at the Mellonville School, on one Thursday or Friday per month for the health departments Mobile Clinic to serve the clients in that community. This agreement is subject to the terms and conditions hereinafter set forth on page (2) two of this agreement and the Use of Facilities Policy (Policy No. 9.30). CONDUCT OF ANY PROHIBITED ACTIVITIES WILL VOID THIS AGREEMENT In-kind donations can be used to offset rental rates (not utility fees) if approved in advance by the school principal in consultation with their executive director. Within 30 days following facility use, a signed letter from the Lessee identifying the in-kind donation of products and/or services that were provided to the school, must be supplied to the school principal. 1. FACILITY USE FEE CHARGE TOTAL: (_________Sates per hour for hours/day(syweek(s)) $ (Facility Use Fees are payable to School/Department or indicate "in-kind donations") II. UTILITY CHARGE PER UTILITY FEE SCHEDULE (Payable to Seminole County School Board) $ III. SUBTOTAL $ IV. SALES TAX (7%) OR TAX EXEMPT I.D. NUMBER (attach copy of exemption here) $ V. TOTAL CHARGE PAYABLE TO SCHOOL UPON EXECUTION OF CONTRACT VI. CUSTODIAL./SECURITY, ETC. SERVICES TO BE PAID BY LESSEE DIRECTLY TO SCHOOL PERSONNEL [non- exempt employees shall be paid their normal hourly rate times 1.5/exempt employees (administrators/teachers) shall be paid $25.00 per hour) (Check selection of Staff) _Custodian _Cafeteria Staff _A.V. Operator/Technical Assistant _Administrator _Security _Field Maintenance VII. CERTIFICATE OF INSURANCE MUST BE APPROVED PRIOR TO USAGE OF FACILITY AND ATTACHED TO THIS AGREEMENT. L PRINCIPAL/ SUPERVISOR SIGNATURE A THORIZED ORGANI TIO REPRESENTATIVE PRINT NAME: PRINT NAME/TITLE: John Meyers, Director Admin ADDRESS 400 W. Airport Blvd Sanford FI 32773 Original copy and copy of insurance certificate to school file Copies to Lessee, Finance Department and Risk Management SCS FORM 743 (REV. 05/06,114) Page I oft Facility Fees: Utility Fees Hourly Rate: Hourly Rate Elementary Middle Hiah Classroom and/or Conference Room $15.00 $5.00 $5.00 $5.00 Multi-purpose Room $15.00 $13.00 $16.00 $23.00 Auditorium (700 or less capacity) $75.00 N/A $30.00 $30.00 Auditorium (701 or greater) $100.00 N/A $30.00 $30.00 Gymnasium $50.00 N/A $22.00 $27.00 Athletic stadium (with lighting) $100.00 N/A N/A $19.00 Athletic stadium (without lighting) $75.00 N/A N/A N/A Cafeteria/ cafetorium (500 or less capacity) $50.00 $13.00 $16.00 $23.00 Cafeteria/ cafetorium (501 or greater) $75.00 $13.00 $16.00 $23.00 Baseball Fields $25.00 NIA N/A $9.00 Softball Fields $25.00 NIA N/A $8.00 General Rec Fields $15.00 Tennis Courts $10.00 Swimming Pool (3 hour minimum) $100.00 N/A N/A $25.00 'Restroom/locker room (See policy for full description) $20.00/ day $1.00 $1.00 $1.00 Parking lot (includes restrooms) N/A $10.00 $10.00 $10.00 *Charges are for Category V users only, per locker room and/or per set of male/ female restrooms **Rental of the restroom/locker room is optional for these facilities except the swimming pool's rest rooms which is included in the pool rate. Rental fees will be charged per hour for the time reserved for the event which includes set up and tear down time. Swimming pools have a three (3) hour minimum rental per day. In-kind donations can be used to offset rental rates (not utility fees) if approved in advance by the school principal in consultation with their executive director. Within 30 days following facility use, a signed letter from the Lessee identifying the in-kind donation of products and/or services that were provided to the school, must be supplied to the school principal. 1. FACILITY USE FEE CHARGE TOTAL: (_________Sates per hour for hours/day(syweek(s)) $ (Facility Use Fees are payable to School/Department or indicate "in-kind donations") II. UTILITY CHARGE PER UTILITY FEE SCHEDULE (Payable to Seminole County School Board) $ III. SUBTOTAL $ IV. SALES TAX (7%) OR TAX EXEMPT I.D. NUMBER (attach copy of exemption here) $ V. TOTAL CHARGE PAYABLE TO SCHOOL UPON EXECUTION OF CONTRACT VI. CUSTODIAL./SECURITY, ETC. SERVICES TO BE PAID BY LESSEE DIRECTLY TO SCHOOL PERSONNEL [non- exempt employees shall be paid their normal hourly rate times 1.5/exempt employees (administrators/teachers) shall be paid $25.00 per hour) (Check selection of Staff) _Custodian _Cafeteria Staff _A.V. Operator/Technical Assistant _Administrator _Security _Field Maintenance VII. CERTIFICATE OF INSURANCE MUST BE APPROVED PRIOR TO USAGE OF FACILITY AND ATTACHED TO THIS AGREEMENT. L PRINCIPAL/ SUPERVISOR SIGNATURE A THORIZED ORGANI TIO REPRESENTATIVE PRINT NAME: PRINT NAME/TITLE: John Meyers, Director Admin ADDRESS 400 W. Airport Blvd Sanford FI 32773 Original copy and copy of insurance certificate to school file Copies to Lessee, Finance Department and Risk Management SCS FORM 743 (REV. 05/06,114) Page I oft SEMINOLE COUNTY PUBLIC SCHOOLS, FLORIDA FACILITY LEASE AGREEMENT DATE: CITY/STATE/ZIP DATE See Chapter 9.00- School -Community Relations and Interlocal Agreements- Policy No. 9.30 - Use of Facilities for further details regarding the agreement. SUMMARY OF TERMS -The following is a summary of general conditions of use. This facility use agreement is subject to summary of terms and the provisions of the School Board's facilities use policy and applicable state law, which are incorporated herein by reference and adoption. AVAILABILITY - Space will not be available if lessee's use would interfere or compete in any way with any school or district programs. The initial term of an agreement shall not exceed six calendar months. The agreement may not be extended beyond one calendar year. EQUIPMENT AND SUPPLIES - Use of school equipment is subject to approval by the Principal or designee. Use of school food service supplies is not permitted. PHOTOGRAPHY AND FILMING - Any lessee renting facilities for the purpose of filming or photographing must execute a Motion Picture, Film and Photography addendum that will become a part of this agreement. CARE OF FACILITIES - All facilities, grounds, and equipment must be returned in as good condition as when rented. Lessee agrees to pay all costs for repair or replacement of damaged facilities, grounds or equipment. Failure of lessee to maintain premises or equipment in acceptable condition or to correct unacceptable conditions within 7 days after notice will result in termination of the lease agreement and such other action as may be deemed appropriate. A field maintenance fee will be charged for use of stadium and playing fields. The fee will vary from school to school depending upon degree of usage. INSURANCE AND INDEMNIFICATION: The user hereby agrees to defend, indemnify, and hold harmless the School Board of Seminole County, Florida, and its employees for any expense, cost, loss, damage, claim, judgment or claims bill incurred or rendered against same, including attorneys' fees and investigation expenses (pre -suit, suit, trial, appeal, and post appeal proceedings) on account of any intentional or negligent acts or omissions of the user or its employees, agents or servants, or any intentional or negligent acts or omissions of the School Board or its employees, agents or servants or the Superintendent arising out of the use of any facility under this agreement. (See Use of Facilities - Policy No. 9.30, Section 111, Insurance and Indemnification). GENERAL CONDITIONS: The School Board does not provide for the security of any property brought onto a School Board facility by any user or any participant in a user activity. The School Board does not provide security for any user or any participant in a user activity. The School Board assumes no liability for any loss or damage to any of user's property, any participant's property, any user, or any participant in a user activity. Sufficient security, supervision, and custodial service of the school facility shall be determined by the principal or other facility supervisor. The use of school food service facilities (kitchen and dinning facilities) requires supervision of a food service employee. The level of supervision shall be determined by the Director of Food Service or his designee. Arrangements for custodial services, food service supervision law enforcement administrative supervision or other personnel services shall be made by the user. These services shall be contracted between the user and the person(s) engaged or assigned to perform the service. All payments for service shall be made directly by the user to the person(s) performing the service. Persons will not be excluded from participation in any user activity on any basis set forth in §1000.5, Fla. Stat., "Florida Educational Equity Act" or for any other basis prohibited by law. All Fire Department regulations will be strictly observed. PROHIBITED ACTIVITIES: (a) Gambling or raffle contests; (b) Possession or use of alcoholic beverages; (c) Possession or use of controlled substances; (d) Smoking or other tobacco product use, except in designated outdoor smoking areas; (e) Possession or use of firearms, except by law enforcement officers. PRINCIPALS/SUPERVISOR INTITALS DATE: Original copy and copy of insurance certificate to school file Copies to Lessee. finance Department and Risk Management SCS FORM 743 (REV. 05/06114) Page 2 of t AUTHORIZED REPRESENTATIVE INTITALS DATE: