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1131-Sale of W Fulton Property)� 1 2 ' 3 4 6 ' 7' B' 9 ' 10' 1r 12` 13' 14' PARTIES AND DESCRIPTION OF PROPERTY 1. SALE AND PURCHASE: City of Sanford ( "Seller ") and Sally H. Rosamond Trustee ( "Buyer') agree to sell and buy on the terms and conditions specified below the property ( "Property ") described as: Address: went Fulton Legal Description: Lot 13, LAKE MONROR INDUSTRIAL PARR AMHNHD RRPLAT, Plat Book 14 Page 78, Seminole County Florida. Parcel I D # 25 -19 -30 -514- 0000 -0130 including all improvements and the following additional property: None 1 5 PRICE AND FINANCING 16' 2. PURCHASE PRICE: $ 2,500.00 payable by Buyer in U.S. funds as follows: ?WSft� 17' (a) $ 500.00 Deposit received (checks are subject to clearance) Auguste 2006 by 18' for St. Johns Realty Co. ( "Escrow Agent ") 19 Signature Name of Company 20' (b) 2r 22' (C) 23' (d) Additional deposit to be delivered to Escrow Agent by or—days from Effective Date (10 days lt left blank). Total financing (see Paragraph 3 below) (express as a dollar amount or percentage) 0.00 Other: 24' (e) $ 2,000.00 Balance to close (not including Buyer's closing costs, prepaid items and prorations). All funds 25 paid at closing must be paid by locally drawn cashier's check, official check or wired funds. 26' ❑ (f) (complete only if purchase price will be determined based on a per unit cost instead of a fixed price) The unit 27 ' used to determine the purchase price is 0 lot ❑ acre ❑ square foot U other (specify: 1 28' prorating areas of less than a full unit. The purchase price will be $ per unit based on a calculation of 2 total area of the Property as certified to Buyer and Seller by a Florida - licensed surveyor in accordance with Paragraph 30' 8(c) of this Contract. The following rights of way and other areas will be excluded from the calculation: 31' 32' 33' 3a' 35' 36 37 38 39' 40' 41 42 43" 44' 45' 46 47 48 49 no 3. CASH/FINANCING: (Check as applicable) X(a) Buyer will pay cash for the Property with no financing contingency. J (b) This Contract is contingent on Buyer qualifying and obtaining the commitment(s) or approval(s) specified below (the "Financing ") within days from Effective Date (if left blank then Closing Date or 30 days from Effective Date, whichever occurs first) (the "Financing Period "). Buyer will apply for Financing within _ days from Effective Date (5 days if left blank) and will timely provide any and all credit, employment, financial and other information required by the lender. If Buyer, after using diligence and good faith, cannot obtain the Financing within the Financing Period, either party may cancel this Contract and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested parties. ❑ (1) New Financing: Buyer will secure a commitment for new third party financing for $ or of the purchase price at the prevailing interest rate and loan costs based on Buyer's creditworthiness. Buyer will keep Seller and Broker fully informed of the loan application status and progress and authorizes the lender or mortgage broker to disclose all such information to Seller and Broker. O (2) Seller Financing: Buyer will execute a ❑ first ❑ second purchase money note and mortgage to Seller in the amount of $ , bearing annual interest at % and payable as follows: The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the mortgagee's option if Buyer defa s; will give Buyer the right to prepay without penalty all or part of the principal at any time(s) with interest only to da , , W of payment; will be due on conveyance or sale; will provide for release of contiguous Buyer lS (_J and Seller L__J acknowledge receipt of a copy of this page, which is Page 1 of 7 Pages. _ VAC -8 Rev. 10104 © 2004 Florida Ass ,cation of REAi oRs All Rights Reserved This software is licensed to rA. Bart Paterson - St Johns Realty Comnanvl www.instanatforms.com. l 51 parcels, if applicable; and will require Buyer to keep liability insurance on the Property, with Seller as additional named 52 insured. Buyer authorizes Seller to obtain credit, employment and other necessary information to determine 53 creditworthiness for the financing. Seller will, within 10 days from Effective Date, give Buyer written notice of whether or 54 not Seller will make the loan. 55 U (3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to W 57* LN# in the approximate amount of $ currently payable at 58' $ per month including principal, interest, U taxes and insurance and having a U fixed U other 59' (describe) 60' interest rate of % which U will U will not escalate upon assumption. Any variance in the mortgage will be 61 adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow 62• account dollar for dollar- If the lender disapproves Buyer, or the interest rate upon transfer exceeds % or the 63• assumption /transfer fee exceeds $ , either party may elect to pay the excess, failing which this 64 agreement will terminate and Buyer's deposits) will be returned. 65 CLOSING w 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on or before 67' October 6th zoos , unless extended by other provisions of this Contract. If on Closing Date insurance 68 underwriting is suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted. If this 69 transaction does not close for any reason, Buyer will immediately return all Seller- provided title evidence, surveys, 70 association documents and other items. 71 5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the Property is located and may be conducted 72 by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and 73 recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller (n local cashier's checks f Seller 7 4 requests in writing at least 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. In addition to other expenses 75 provided in this Contract, Seller and Buyer will pay the costs indicated below. 7 6 (a) Seller Costs: Seller will pay taxes on the deed and recording fees for documents needed to cure title; title evidence (if 77' applicable under Paragraph 8); Other: 78 (b) Buyer Costs: Buyer will pay taxes and recording fees on notes and mortgages and recording fees on the deed 79 and financing statements; loan expenses; lender's title policy at the simultaneous issue rate; inspections; survey and 80' sketch; insurance; Other: 81 (c) Title Evidence and Insurance: Check (1) or (2): 82' Xi The title evidence will be a Paragraph 81 owner's title insurance commitment. XSeller U Buyer will select 80' the title agent. XSeller U Buyer will pay for the owner's title policy, search, examination and related charges. Each 84 party will pay its own closing fees. 85' U (2) Seller will provide an abstract as specified in Paragraph 8(a )(2) as title evidence. U Seller U Buyer will pay for 86 the owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing, including tax 87 search and lien search fees, and Buyer will pay fees for title searches after closing (if any), title examination fees and 88 closing fees. 89 (d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes, 90 interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the current 91 year cannot be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX 92 DISCLOSURE SUMMARY. BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE 93 AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO 94 PURCHASE. A CHANGF OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE 95 PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING % VALUATION, CONTACT THE COUNTY PROPERTY APPRAISFR'S OFFICE FOR FURTHER INFORMATION. 97 (e) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i) 98 the full amount of liens that are certified, confirmed and ratified before closing and (ii) the amount of the last estimate of 99 the assessment if an improvement is substantially completed as of Effective Date but has not resulted in a lien before 100 closing, and Buyer will pay all other amounts. 101 (f) Tax Withholding: If Seller is a "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code 1 02 requires Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the iO3 Internal Revenue Service (IRS) unless an exemption applies. The primary exemptions are (1) Seller provides Buyer with an 11N affidavit that Seller is not a 'foreign person ", (2) Seller provides Buyer with a Withholding Certificate providing for reduced or 1m eliminated withholding, or (3) the gross sales price is $300,000 or less, Buyer is an individual who purchases the Property to 108 use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property for at least 50% of 107 the number of days the Property is in use during each of the first two 12 month periods after transfer The IRS requires Buyer ice and Seller to have a U.S. federal taxpayer identifcation number ( "TIN "). Buyer and Seller agree to execute and deliver as 109 directed any instrument, affidavit or atement reasonably necessary to comply with FIRPTA requirements including applying 110 for a TIN within 3 days from Fffectr Date and delivering their respective TIN or Social Secur numbers to the Closing Agent. n Buyer Ii ( and Seller (—a acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages. VAC -8 Rev. 10/04 © 2004 Florida Asson tlon of REALTORS All Rli Reserved y�/ � This software is licensed to rA. Hart Peterson - St Johns Realty Comoasvl www.instaaetforms.com. 1juw 'at 2 If Seller applies for a withholding certificate but the application is still pending as of closing, Buyer will place the 10% tax in 13 escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS, provided Seller so requests 114 and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at 115 closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 116 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts. 117 (g) 1031 Exchange: If either Seller or Buyer wishes to enter into a like -kind exchange (either simultaneously with closing or 118 after) under Section 1031 of the Internal Revenue Code ( "Exchange "), the other parry will cooperate in all reasonable respects 119 to effectuate the Exchange including executing documents; provided, however, that the cooperating party will incur no liability 120 or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by the Exchange. 121 PROPERTY CONDITION 122 g. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions 123 resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and 124 grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property's 125 condition without the Buyer's prior written consent. 126 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which 127 flood zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property and 126 rebuilding in the event of casualty. 129 (b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which 136 affect Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study 131 Period has expired or 'If Buyer has checked choice (c)(2) below. 132 (c) Inspections: (check (1) or (2) below) 133* U (1) Feasibility Study Buyer will, at Buyer's expense and within _ days from Effective Date ( "Feasibility Study i34• Period "), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for 135* use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental X36 assessment and any other tests, analyses, surveys and investigations ( "Inspections ") that Buyer deems necessary to 137 determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and 13a zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other 139 utilities; consistency with local, state and regional growth management plans; availability of permits, government 14o approvals, and licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability 141 for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate 142 government agencies. Seller will sign all documents Buyer is required to file in connection with development or 143 rezoning approvals. ,a4 Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility 1a9 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and i46 assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless 147 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, expenses and liability 148 incurred in application for rezoning or related proceedings, and from Habildy to any person, arising from the conduct of 149 any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a 150 construction lien being filed against the Property without Seller's prior written consent. If this transaction does not 151 close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and 152 return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller ail reports 153 and other work generated as a result of the Inspections. 154 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's 155 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement 156 will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property 157 is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed 158 terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow 1s9 Agent receives proper authorization from all interested parties. 169- X (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being 161 satisfied that either public sewerage and water are available to the Property or the Property will be approved for the 162 installation of a well and /or private sewerage disposal system and that existing zoning and other pertinent regulations X63 and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental 164 conditions, are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations. m (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any 166 contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, 167 parcels, units, or interests; or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into ,se 50 or more lots, parcels, units, or interests which are offered as a part of a common promotional plan. ", Buyer may 169 cancel this Contract for any reason whatsoever for a period of 7 business days from the date on which Buyer executes no this Contract. If Buyer elects to cancel within the period provided, all funds or other property paid by Buyer will be 171 refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation by the developer. 172 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, 173 or Seller negotiates with a govemm I authority to transfer all or part of the Property in lieu of eminent domain proceedings, 174• Buyer ($R_ I ( and Seller - p)' O acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages. VAC -8 Rev. 10/04 ® 2004 Plaida Association of REALTas° All Rights Re irvod TM w wn Ptvwrw iw 1l ewnwwd to A- Awr Cwtwrwnn - At. .Tnhnw 4wwl tv Vi..nvi vwr.inwfnnwt Pnrmw_n.- ' 175 or if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract 176 by written notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in 177 accordance with this Contract and receive all payments made by the government authority or insurance company, if any. 173 TITLE 79 8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative iw or guardian deed as appropriate to Seller's status. 181 (a) Title Evidence: Title evidence will show legal access to the Property and marketable title of record in Seller in 182 accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of 183 which prevent Buyer's intended use of the Property as Co =ercial Develall : covenants, easements and 184 restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and mineral rights of record if 186 there is no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at ae or before closing. Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, 197 which must be generally accepted in the county where the Property is located (specify in Paragraph 5(c) the selected 188 type). Seller will use option (1) in Palm Beach County and option (2) in Miami -Dade County. 189 (1) A title insurance commitment issued by a Florida - licensed title insurer in the amount of the purchase price and 190 subject only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date. 191 (2) An existing abstract of title from a reputable and existing abstract firm if firm is not existing, then abstract must be 192 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the 193 Property recorded in the public records of the county where the Property is located and certified to Effective Date. 194 However I such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer 195 as a base for reissuance of coverage. Seller will pay for copies of all policy exceptions and an update in a format 196 acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, 197 together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to 196 Seller then (1) above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date. 199 (b) Title Examination: Buyer will examine the Title evidence and deliver written notice to Seller, within 5 days from receipt 200 of title evidence but no later than closing, of any defects that make the title unmarketable. Seller will have 30 days from 291 receipt of Buyer's notice of defects ( "Curative Period ") to cure the defects at Seller's expense. If Seller cures the 292 defects within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on 203 Closing Date or within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to Zoe cure the defects within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from 205 receipt of Seller's notice, either cancel this Contract or accept title with existing defects and close the transaction. 296 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written 207 notice to Seller, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroachments on 2ca the Property, encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any 209 such encroachment or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations 210 will be determined in accordance with subparagraph (b) above. If any part of the Property lies seaward of the coastal 211 construction control line, Seller will provide Buyer with an affidavit or survey as required by law delineating the line's 212 location on the property, unless Buyer waives this requirement in writing. 213 MISCELLANEOUS 214 9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on which the last of the parties initials or 215 signs the latest offer. Time is of the essence for all provisions of this Contract. All time periods expressed as days will 216 be computed to business days (a "business day" is every calendar day except Saturday, Sunday and national legal 217 holidays). If any deadline falls on a Saturday, Sunday or national legal holiday, performance will be due the next business 218 day. All time periods will end at 5:00 p.m. local time (meaning in the county where the Property is located) of the 219 appropriate day. 220 10. NOTICES: Al notices will be made to the parties and Broker by mail, personal delivery or electronic media. Buyer's 221 failure to deliver timely written notice to Seller, when such notice is required by this Contract, regarding any contingencies 222 will render that contingency null and void and the Contract will be construed as If the contingency did not exist. Any 223 notice, document or Rem given to or received by an attorney or Broker (including a transaction broker) representing a 224 party will be as effective as if given to or by that party. 225 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seller. Except for brokerage 226 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract. 227 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound. 228 This Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications 229 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten 230 or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract is or 231 becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence 232 and good faith in performing all obligations under this Agreement. This Contract will not be recorded ii public records. 233 12 ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms 234 "Buyer," "Seller," and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, 235 personal representatives and assigns If permitted) of Buyer, Seller and Broker. ry vWlq/ 236 Buyer ( _gyp (_) and Seller acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages. VAC -A Rev. 10/04 ® 2004 Florida Assocl on of Reniross° All Rights Reserved rein .nf1v... i. ii... —A ♦, rn n..t v.� ... nn - s♦ .rn1.n. os.1w rmm�.nvl v� in...ne.�nrw,. rr.n 237 DEFAULT AND DISPUTE RESOLUTION 238 13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's idle marketable after diligent effort, 239 Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without 249 waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to Broker for 241 the full amount of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including 242 timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated 243 damages or to seek specific performance as per Paragraph 14; and Broker will, upon demand, receive 50% of all deposits 24a paid and agreed to be paid (to be split equally among cooperating brokers except when closing does not occur due to Buyer 245 not being able to secure Financing after providing a Commitment, in which case Broker's portion of the deposits will go solely gas to the listing broker) up to the full amount of the brokerage fee. 247 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in 248 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows: 249 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from 25o the date conflicting demands are made to attempt to resolve the dispute through mediation. If that fails, Escrow Agent 251 will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the 25 Florida Real Estate Commission. Buyer and Seller will be bound by any resulting award, judgement, or order. 253 (b) All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to 254 resolve the matter through mediation, failing which the parties will resolve the dispute through neutral binding 255 arbitration in the county where the Property is located. The arbitrator may not alter the Contract terms or award any 2% remedy not provided for in this Contract. The award will be based on the greater weight of the evidence and will 257 state findings of fact and the contractual authority on which it Is based. If the parties agree to use discovery, it will 258 be in accordance with the Florida Rules of Civil Procedure and the arbitrator will resolve all discovery- related 259 disputes. Any disputes with a real estate licensee named in Paragraph 17 will be submitted to arbitration only if the 260 licensee's broker consents in writing to become a party to the proceeding. This clause will survive closing. 261 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by 262 submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a 263 settlement on the parties. Mediation will be in accordance with the rules of the American Arbitration Association ( "AAA ") 264 or other mediator agreed on by the parties. The parties will equally divide the mediation fee, if any. "Arbitration" is a 265 process in which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose tea decision is binding on the parties. Arbitration will be in accordance with the rules of the AAA or other arbitrator agreed 267 on by the parties. Each party to any arbitration will pay its own fees, costs and expenses, including attorneys' fees, and 268 will equally split the arbitrators' fees and administrative fees of arbitration. In a civil action to enforce an arbitration 269 award, the prevailing party to the arbitration shall be entitled to recover from the nonprevailing party reasonable 270 attorneys' fees, costs and expenses. 271 ESCROW AGENT AND BROKER 272 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in 273 escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms 274 of this Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for 275 misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this 276 Contract or gross negligence. If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the 2n filing fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the 278 escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. All claims 279 against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 280 16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify all facts and representations 281 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts, 282 determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, etc.) 283 and for tax, property condition, environmental and other specialized advice. Buyer acknowledges that Broker does not 284 reside in the Property and that all representations (oral, written or otherwise) by Broker are based on Seller 265 representations or public records. Buyer agrees to rely solely on Seller, professional inspectors and governmental 266 agencies for verification of the Property condition and facts that materially affect Property value. Buyer and Seller 287 respectively will pay all costs and expenses, including reasonable attorneys' fees at all levels, incurred by Broker and 288 Broker's officers, directors, agents and employees in connection with or arising from Buyer's or Seller's misstatement or 289 failure to perform contractual obligations. Buyer and Seller hold harmless and release Broker and Broker's officers, 299 directors, agents and employees from all liability for loss or damage based on (1) Buyer's or Seller's misstatement or 291 failure to perform contractual obligations; (2) Broker's performance, at Buyer's and/or Seller's request, of any task 292 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, recommendation or 293 retention of any vendor; (3) products or services provided by any vendor; and (4) expenses incurred by any vendor. Buyer 294 and Seller each assume full responsibility for selecting and compensating their respective vendors. This paragraph will not 295 relieve Broker of statutory obligations. For purposes of this paragraph, Broker will be treated as a party to this Contract. 296 This paragraph will survive closing. 297 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to Closing 298 Agent: Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in 299' Buyer V-1l ( and Seller ( acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages. VAC -8 Rev. 10/04 ® 2004 Florida A8.40 10r1 of REALTORS All Rights Reserved '99W110111, Thin eoftware 19 licensed to rA. Hart Peterson - St Johns Realtv c0IDOaav1 wew.inetanetforme.cns 390 separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent 391 Broker has retained such fees from the escrowed funds. In the absence of such brokerage agreements, closing agent will 302 disburse brokerage fees as indicated below. This paragraph will not be used to modify any MLS or other offer of 303 compensation made by Seller or listing broker to cooperating brokers. 304' 305 Selling Sales Associatakicense No. Selk'ng FirmBrokerage Fee: ($ or % of Purchase Price) 306' 397 Listing Sales Associate/License No. Listing Firm/Brokerage fee: IS or % of Purchase Price) 308 ADDITIONAL TERMS 309' 18. ADDITIONAL TERMS: 310' 311 and Seller understand and agree that the buyer may, and intends to, assign 312'this contract to Naturally Fresh, Inc., if and only if, Naturally Fresh, Inc. fully 313'performs its offer to purchase all parcels as proposed. If Naturally Fresh, Inc. 314-fails to purchase parcels # 25- 19 -30- 300 - 0200 -0000 and 25- 19 -30- 514 - 0000 -0090 and 315 '25- 19 -30- 300- 0280 -0000, in the time frame of this contract, then all other terms of 316-this contract shall proceed as stated. 317'This additional term is considered to be written consent by Seller to assign this 318'contract to Naturally Fresh, Inc. 319' 320' 321' .322' 323' 324' 325' 326' 327' 328' 329' 330' 331' 332' 333' 334' 335' 336' 337' 338' 339' 340' 341' 342' 343' 344' 345' 349' 347' 348' 349' 350' 351' 352' 353' 354' 354' 356' 357' 358' Buyer and Seller ( () acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages. VAC -8 Rev. 10104 0 2004 Florida Associ ion of REALTORS All Rights Reserved rn This software is licensed to [A. Bart Peterson - St Johns Realty Company] www.instanetforms.com. I A 359 This is intended to be a legally bindiri g contract. If not fully understood, seek the advice of an attorney prior to signing. W OFFER AND ACCEPTANCE 361' (Check if applicable: U Buyer received a written real property disclosure statement from Seller before making this Offer.) 362 Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a 3 83' copy delivered to Buyer no later than 5:00 U a.m.Xp.m. on Auwuli; allh aloe ,this offer will be +e< revoked and Buyer's deposit refunded subject to clearance oftunds. Se r? . ) 2 f z op fa f s K) 365 Date 386' 367 Date See' Phone: 369* Fax: 379 E - mail: 371 Date: OR. Q -move 372` 373' Date: 374' Phone: 375* Fax: 378' E -mail: Buyer: C.71 ill �L�ndvl/ Print name: sally H. Rosamond Buyer: Print name: Address: Print name: ci Seller: _ Print name: Address: 3n COUNTER OFFER/ REJECTION 378. O Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver a 379" copy of the acceptance to Seller by 5:00 p.m. on , . U Seller rejects Buyer's offer. 389' Effective Date: (The date on which the last party signed or initialed acceptance of the final offer.) 381' Buyer ( ^ J and Seller ( acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages. The Rands Association of R�mns and local ' tion of RM:mna make m mpmamTtslim as to the legal validity, or adequacy of any iw nsion or this form in any specific lrartsection. This standamised form should not ba load n —Plsz Uamss tinny or with - temen. riders a additions. Thin roan m available for 1sa by the antis t®I seade intltsiry and is not intended m identify So tsar as a Rsx RnPlloa is a mgishemd collective membership mark that may be used only by real estate licensees who are members of the NekonaJ AsmGetiat of RFOLraRS and who subsoibe to ifs Code of Mica. cite cgrynghtt taws of the WYmd Smta II7 S. Cam)tvbdmeln ds tmdmpmdtcbonMbenkfret s try dngfac y ieo aomptMefours VAC -8 Rev. 10104 © 2004 Ralda Association of Rentrtxhs°' All Rights Reserved This Software is licensed to (A. Hart Peterson - St Johns Realty Company] w .1netaoetforms.cam. IMW1011i Fax Transmittal Cover CITY OF SANFORD Office of the City Manager P. O. Box 1788 Sanford, FL 32772 -1788 Telephone: (407) 302 -9413 Fax: (407) 330 -5616 To: Lonnie Groot From: Debbie Simmons Date: September 18, 2006 Pages: 8, including cover j Subject: Sale of Surplus City Land — Sally Rosemond j� A MESSAGE: Per your e-mail of September 1 have attached a copy of the contract the West Fulton Street property. I will fo and the original to the City Clerk for retenti in the City's official public records. —° Please let me know if you have any questions or need any additional information. Thank you. Attachment