HomeMy WebLinkAboutR2025-49 Contract for purchase of two parcels located at 9525 Old Dixie Hwy and Budget AmendmentRESOLUTION 2025-49
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT FOR THE
PURCHASE OF TWO PARCELS OF PROPERTY LOCATED AT 9525 OLD
DIXIE HIGHWAY; AUTHORIZING AND DIRECTING THE MAYOR AND
VILLAGE CLERK TO AMEND THE CAPITAL PROJECTS FUND BUDGET
TO TRANSFER $530,000 FROM THE CAPITAL RESERVE ACCOUNT TO
THE PUBLIC WORKS ADMINISTRATION — LAND CAPITAL ACCOUNT;
PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Administration is requesting Village Council approval of a Contract for the
purpose of two parcels of real property located at 9525 Old Dixie Highway and owned by Robert
Gill Davidson a/k/a Gill Davidson, Trustee of Gill Davidson Revocable Trust dated September 28,
1995; and
WHEREAS, the Village Council seeks to amend the current capital projects fund budget to transfer
$530,000.00 from the Capital Reserve Account to the Public Works Administration — Land Capital
Account to fund the purpose of the property; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1.
The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves a Contract for the purchase Contract with
Robert Gill Davidson a/k/a Gill Davidson, Trustee of Gill Davidson Revocable Trust dated
September 28, 1995, as amended, a copy of which is attached hereto and incorporated herein, for
the purchase of two parcels of property located at 9525 Old Dixie Highway at a total cost of
$530,000, with funds expended from Account No. K6018-66100 (Public Works Administration —
Land). The Village Council authorizes the Village Manager to take all steps necessary to effectuate
the purchase.
Section 3. In order to fund this expenditure, the Village Council hereby approves a budget
amendment for the transfer of funds as indicated below and authorizes and directs the Mayor and
Village Clerk to execute the budget amendment for and on behalf of the Village of North Palm
Beach:
Budget Amendment:
Account
Capital Projects Fund:
K6018-66100
K5541-66000
1 Total Capital Projects Fund
Description Use Source
Public Works Admin - Land $530,000
Reserve Expenses - Capital $530,000
$530,000 $530,000
Page 1 of 2
Section 4. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 25TH DAY OF SEPTEMBER, 2025.
ATTEST:
VILLAGE CLERK
Page 2 of 2
' AS IS" Residential Contract
For Sale And Purchase
THIS FORM HAS BEEN APPROVED BY
THE FLORIDA REALTORS AND THE FLORIDA BAR
PARTIES: Robert Gni Davidson wt4i GPI Davidson, Trustee of Gill Davidson Revocable Trust dated 9/28/86, as amended ("Seller`,
2 and Mega of North Palrn Beach, a municipal corporation organised under the laws of the State ofF1od& ("Buyer),
3 agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property
4 (collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale And Purchase
s and any riders and addenda ("Contract"):
8 1. PROPERTY DESCRIPTION:
7 (a) Street address, city, zip: See attached t*xhlblf A
a (b) Located in: County, Florida. Property Tax ID #: 88414Z is-c"°a4G°° & 6 42 700 0aaa130
9 (c) Real Property: The legal description is Attached as E.tthl*it
10
11
12 together with all existing Improvements and fixtures, including built-in appliances, built-in furnishings and
13 attached wail -to -wall carpeting and flooring ("Real Property) unless specifically excluded in Paragraph 1(e) or
14 by other terms of this Contract.
15 (d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items
18 which are owned by Seller and existing on the Property as of the date of the initial offer are included in the
17 purchase: range(s)loven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), light fixture(s), drapery rods
18 and draperies, blinds, window treatments, smoke detector(s), garage door opener(s), thermostat(s), doorbell(s),
1s television wait mount(s) and television mounting hardware, security gate and other access devices, mailbox
20 keys, and storm shutterslstorm protection items and hardware (pPersonal Property").
21 Other Personal Property items Included In this purchase are:
22
23 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer.
24 (e) The following items are excluded from the purchase:
28
2s PURCHASE PRICE AND CLOSING
27 2. PURCHASE PRICE (U.S. currency)* $ 53o.000.00
28 (a) initial deposit to be held in escrow In the amount of (checks subject to Collection) $ EOM
OO
29 The initial deposit made payable and delivered to "Escrow Agent" named below
30 (CHECK ONE): (i)0 accompanies offer or (il) 0 Is to be made within (if left blank,
31 then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (it)
32 SHALL BE DEEMED SELECTED.
33 Escrow Agent Name: Jeck Harris
34 Address: 790 Juno Ocean Walk. Ste. 600 Phone: 561-746-1002
3s Email: 1rayAor@leckhaMs.com Fax: 561-775-0270
38 (b) Additional deposit to be delivered to Escrow Agent within 16 (if left blank, then 10)
37 days after Effective Date $ 20.000.00
3a (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit')
ss (c) Financing: Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8..... ....
40 (d) Other $
41 (e) Balance to close (not including Buyer's closing costs, prepaids and prorations) by wire
42 transfer or other Collected funds (See STANDARD S) $ 505.000.00
43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE:
44 (a) If not signed by Buyer and Seiler, and an executed copy delivered to ail parties on or before
4s Auaust,22.2025 , this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to
46 Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day
47 the counter-offer is delivered.
48 (b) The effective date of this Contract shall be the date when the Iast one of the Buyer and Seller has signed or
49 initialed and delivered this offer or final counter-offer ("Effective Date").
so 4. CLOSING; CLOSING DATE: The closing of this transaction shall occur when all funds required for closing are
s1 received by Closing Agent and Collected pursuant to STANDARD S and ail closing documents required to be
52 fumished by each party pursuant to this Contract are delivered ("Closing"). Unless modified by other provisions of
Buyer's Inftla s �' Page 1 or 13 Ballet's Initials
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33 this Contract, the Closing shall occur on September 30. 2025 ("Closing Date"), at the time
s4 established by the Closing Agent.
ss 5. EXTENSION OF CLOSING DATE:
ss (a) In the event Closing funds from Buyer's lender(s) are not available on Closing Date due to Consumer Financial
s7 Protection Bureau Closing Disclosure delivery requirements CCFPB Requirements"), if Paragraph 8(b) is
se checked, Loan Approval has been obtained, and tender's underwriting is complete, then Closing Date shall be
ss extended for such period necessary to satisfy CFPB Requirements, provided such period shall not exceed 7
so days.
61 (b) if an event constituting "Force Majeure" causes services essential for Closing to be unavailable, including the
s2 unavailability of utllitles or issuance of hazard, wind, flood or homeowners' insurance, Closing Date shall be
83 extended as provided in STANDARD G.
e4 6. OCCUPANCY AND POSSESSION:
as (a) Unless Paragraph 6(b) Is checked, Seller shall, at Closing, deliver occupancy and possession of the Property
es to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all
67 personal items and trash from the Property and shall deliver all keys, garage door openers. access devices and
re codes, as applicable, to Buyer; if occupancy is to be delivered before Closing. Buyer assumes all risks of loss
ss to the Property from date of occupancy. shall be responsible and liable for maintenance from that date, and
70 shall have accepted the Property in its existing condition as of time of taking occupancy, see Rider T PRE-
71 CLOSING OCCUPANCY BY BUYER.
72 (b) g CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is
73 subject to a lease(s) or any occupancy agreements (including seasonal and short term vacation rentals) after
74 Closing or Is intended to be rented or occupied by third parties beyond Closing, the facts and terms thereof
75 shall be dlsctosed in writing by Seiler to Buyer end copies of the written lease(s) shall be delivered to Buyer, ail
7s within 5 days after Effective Date. if Buyer determines, In Buyer's sole discretion. that the lease(s) or terms of
rr occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of written notice of such
78 election to Seller within 5 days after receipt of the above items from Seiler, and Buyer shall be refunded the
70 Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Estoppel Letter(s)
so and Seller's affidavit shall be provided pursuant to STANDARD 0, except that tenant Estoppel Letters shall not
sr' be required on seasonal or short-term vacation rentals. If Property is intended to be occupied by Seller after
e2 Closing, see Rider U POST CLOSING OCCUPANCY BY SELLER.
e3 7. ASSIGNABILITY: (CHECK ONE): Buyer 0 may assign and thereby be reteased from any further liability under
84 this Contract;0 may assign but not be released from liability under this Contract; or may not assign this Contract.
85 IF NO BOX IS CHECKED, THEN BUYER MAY NOT ASSIGN THIS CONTRACT.
ss FINANCING
e7 8. FINANCING:
as 13I (a) This Is a cash transaction with no financing contingency.
as Q (b) This Contract is contingent upon. within (if left blank then 310) days after Effective Date ("Loan
so Approval Period"): (1) Buyer obtaining approval of a u conventional u FHA u VA or El other
91 (describe) mortgage Loan for purchase of the Property for a (CHECK ONE): 0 fixed, O adjustable, U fixed or
az adjustable rate in the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed % (if left
03 blank, then prevailing rate based upon Buyer's creditworthiness), and for a tern of (if left blank, then 30)
94 years `Financing"); and (2) Buyer's mortgage broker or lender having received an appraisal or alternative valuation
ss of the Property satisfactory to lender, if either is required by lender, which Is sufficient to meet the terms required
se for lender to provide Financing for Buyer and proceed to Closing ("Appraisal").
gr (i) Buyer shaft make application for Financing within (if left blank, then 5) days after Effective Date
sa and use good faith and diligent effort to obtain approval of a Loan meeting the Financing and Appraisal terms of
as Paragraph 8(b)(1) and (2), above, ("Loan Approval") within the Loan Approval Period and, thereafter, to close this
too Contract. Loan Approval which requires Buyer to sell other real property shall not be considered Loan Approval
lot unless Rider V is attached.
102 Buyer's failure to use good faith and diligent effort to obtain Loan Approval during the Loan Approval Period shall
103 be considered a default under the terms of this Contract. For purposes of this provision, "diligent effort' includes,
104 but is not limited to, timely furnishing all documents and information required by Buyer's mortgage broker and lender
los and paying for Appraisal and other fees and charges in connection with Buyer's application for Financing.
106 (ii) Buyer shall, upon written request, keep Seller and Broker fully informed about the status of Buyer's
107 mortgage loan application, loan processing, appraisal, and Loan Approval, including any Property related conditions
108 of Loan Approval. Buyer authorizes Buyer's mortgage broker, lender, and Closing Agent to disclose such status
Buyer's initials I ' . Page 2 of 13 Settees Infests
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109 and progress and release preliminary and finally executed closing disclosures and settlement statements, as
Bo appropriate and allowed, to Seiler and Broker.
111 (III) if within the Loan Approval Period, Buyer obtains Loan Approval, Buyer shall notify Seller of same In writing
112 prior to expiration of the Loan Approval Period; or, if Buyer is unable to obtain Loan Approval within Loan Approval
113 Period but Buyer is satisfied with Buyer's ability to obtain Loan Approval and proceed to Closing, Buyer shall deliver
114 written notice to Seller confirming same, prior to the expiration of the Loan Approval Period.
115 (iv) If Buyer is unable to obtain Loan Approval within the Loan Approval Period. or cannot timely meet the
116 terms of Loan Approval, ail after the exercise of good faith and diligent effort, Buyer may terminate this Contract by
117 delivering written notice of termination to Salter prior to expiration of the Loan Approval Period; whereupon. provided
118 Buyer is not in default under the terms of this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer
119 and Seller from all further obligations under this Contract.
120 (v) If Buyer fails to timely deliver any written notice provided for in Paragraph 8(b)(I11) or (Iv), above, to Seiler
121 prior to expiration of the Loan Approval Period, then Buyer shall proceed forward with this Contract as though
122 Paragraph 8(a), above, had been checked as of the Effective Date; provided, however, Seller may elect to terminate
in this Contract by delivering written notice of termination to Buyer within 3 days after expiration of the Loan Approval
124 Period and, provided Buyer Is not in default under the terms of this Contract, Buyer shall be refunded the Deposit
in thereby releasing Buyer and Seller from all further obligations under this Contract.
126 (vi) If Buyer has timely provided either written notice provided for in Paragraph 8b(iii), above. and Buyer
127 thereafter Falls to close this Contract, the Deposit shalt be paid to Seiler unless failure to close is due to: (1) Seller's
128 default or inability to satisfy other contingencies of this Contract; or (2) Property related conditions of the Loan
129 Approval (specifically excluding the Appraisal valuation) have not been met unless such conditions are waived by
130 other provisions of this Contract; in which event(s) the Buyer shall be refunded the Deposit, thereby releasing Buyer
131 and Seiler from ail further obligations under this Contract.
132 C7 (c) Assumption of existing mortgage (see Rider D for terms).
133 CI (d) Purchase money note and mortgage to Seller (see Rider C for terms).
134 CLOSING COSTS, FEES AND CHARGES
135 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS:
136 (a) COSTS TO BE PAID BY SELLER:
137 • Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees
138 • Owner's Policy and Charges (If Paragraph 9(c)(i) is checked) • Recording and other fees needed to cure title
139 • Title search charges (If Paragraph 9(c)(ili) is checked) • Seller's attorneys' fees
140 • Municipal lien search (if Paragraph 9(c)(I) or (III) Is checked) • Seller's Closing Services
141 • Charges for FIRPTA withholding and reporting • Other:
142 lf, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11,
143 a sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at
144 Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seiler shall pay
145 such actual costs. Any unused portion of escrowed amount(s) shall be returned to Setter.
146 (b) COSTS TO BE PAID BY BUYER:
147 • Taxes and recording fees on notes and mortgages • Loan expenses
148 • Recording fees for deed and financing statements • Appraisal fees
149 • Owner's Polley and Charges (if Paragraph 9(c)(li) is checked) • Buyer's Inspections
150 • Survey (and elevation certification. If required) • Buyer's attorneys' fees
151 • Lender's title policy and endorsements • All property related insurance
152 • HOA/Condominium Association application/transfer fees • Owner's Policy Premium (if Paragraph
153 • Municipal Lien search (if Paragraph 9(cXli) is checked) 9(c)(111) is checked)
184 •Other: • Buyer's Closing Services
15s (c) TITLE EVIDENCE AND INSURANCE: At least 15 (if left blank, then 15, or if Paragraph 8(a) is checked,
158 then 5) days prior to Closing Date ("Title Evidence Deadline"), a title Insurance commitment issued by a Florida
157 licensed title insurer, with legible copies of instruments fisted as exceptions attached thereto ("Title
168 Commitment") and, after Closing, an owner's policy of title insurance (see STANDARD A for terms) shall be
169 obtained and delivered to Buyer. If Seiler has an owner's policy of title Insurance, or other evidence of title
180 covering the Real Property, Seiler shall furnish a copy to Buyer and Closing Agent within 5 days after Effective
161 Date. The owner's title policy premium and title search (collectively, "Owner's Policy and Charges") shall be
162 paid as set forth below. The title Insurance premium charges for the owner's policy and any lender's policy will
163 be calculated and allocated in accordance with Florida law, but may be reported differently on certain federally
184 mandated closing disclosures and other closing documents. For purposes of this Contract 'municipal lien search"
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165 means a search of records necessary for the owner's policy of title insurance to be issued without exception for
1e6 unrecorded liens imposed pursuant to Chapters 153, 159 or 170. F.S., In favor of any governmental body,
187 authority or agency.
1s8 "Closing Services" shall have the meaning ascribed to that tern in Section 627.7711(1)(a), F.S.; each party
189 shall bear their own Closing Services fees payable to Closing Agent or such other provider(s) as each
170 party may select.
171 L HECK ONE):
172 (I) Seiler shaft designate Closing Agent and pay for Owner's Policy and Charges. Buyer shall pay premiums
173 for any tender's title policy and endorsements; or
174 0 (11) Buyer shall designate Closing Agent and pay for Owner's Policy and Charges and premiums for any
175 lender's title policy and endorsements; or
176 0 (Ili) INtuAMI.DADEIBROWARD REGIONAL PROVISION]: Buyer shall designate Closing Agent and pay for
177 premiums for owner's We policy, any lender's title policy and endorsements, and any post -Closing continuation.
178 Seiler shall pay actual costs for: (A) a title search or continuation of title evidence acceptable to Buyer's title
179 insurance underwriter, not to exceed $ (if Left blank, then $200.00); (B) tax search; and (C)
180 municipal Lien search.
1a1 (d) SURVEY: At least 5 days prior to Closing Date, Buyer may, at Buyer's expense, have the Real Property
182 surveyed and certified by a registered Florida surveyor ("Survey"). If Seiler has a survey covering the Real
183 Property, a copy shall be fumished,lp Buyer gtd Clostrlg,Agent within 5 days after Effective Date.
184 (e) HOME WARRANTY: At Closing, uG Buyer Seiler ii�' NIA shall pay for a home warranty plan issued by
185 at a cost not to exceed $ . A home
186 warranty plan provides for repair or replacement of many of a home's mechanical systems and major bulit in
187 appliances in the event of breakdown due to normal wear and tear during the agreements warranty period.
188 (f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens Imposed by a public body
189 ("public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and
190 ratified before Closing; and (II) the amount of the public body's most recent estimate or assessment for an
191 Improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being
192 imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may
103 by paid in installments (CHECK ONE):
194 PR (a) Seiler shall pay installments due prior to Closing and Buyer shall pay installments due after Closing.
195 Installments prepaid or due for the year of Closing shalt be prorated.
lea El (b) Seller shall pay, in full, prior to or at the time of Closing, any assessment(s) allowed by the public body
197 to be prepaid. For any assessment(s) which the public body does not allow prepayment, OPTION (a) shall be
lea deemed selected for such assessment(s).
199 IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED.
200 This Paragraph 9(0 shall not apply to a special benefit tax lien imposed by a community development district
201 (COD) pursuant to Chapter 190, F.S., or special assessment(s) imposed by a special district pursuant to
202 Chapter 189, F.S., which liens) or assessment(s) shall be prorated pursuant to STANDARD K.
203 DISCLOSURES
204 10. DISCLOSURES:
z0s (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in
zo8 sufficient quantities, may present health risks to persons who are exposed to It over time. Levels of radon that
207 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding
208 radon and radon testing may be obtained from your county health department.
209 (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seiler to Buyer in a written disclosure, Seller
210 does not know of any improvements made to the Property which were made without required permits or made
211 pursuant to permits which have not been properly closed or otherwise disposed of pursuant to Section 553.79,
212 F.S. if Seller identifies permits which have not been closed or improvements which were not permitted, then
213 Seiler shall promptly deliver to Buyer all plans, written documentation or other information In Seller's possession,
214 knowledge, or control relating to Improvements to the Property which are the subject of such open permits or
216 unpemtttted improvements.
216 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or
217 desires additional information regarding mold, Buyer should contact an appropriate professional.
218 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood
219 zone the Property is in, whether Hood insurance is required by Buyer's lender, and what restrictions apply to
220 improving the Property and rebuilding in the event of casualty. If Property is in a "Special Flood Hazard Area"
Buyer's Initials Page 4 of 13 Settees lathes 1
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221 or "Coastal Barrier Resources Act" designated area or otherwise protected area identified by the U.S. Fish and
222 Wildlife Service under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and/or
223 flood insurance rating purposes is below minimum flood elevation or is ineligible for flood insurance coverage
224 through the National Flood Insurance Program or private flood insurance as defined in 42 U.S.C. §4012a, Buyer
225 may terminate this Contract by delivering written notice to Seller within Of left blank, then 20) days after
226 Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from ail further
227 obligations under this Contract, falling which Buyer accepts existing elevation of buildings and flood zone
228 designation of Property.
z2s (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy -Efficiency Rating Information Brochure
23o required by Section 553.998, F.S.
231 (f) LEAD -BASED PAINT: If Property includes pre-1978 residential housing, a lead -based paint disclosure is
232 mandatory.
233 (g) HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE; BUYER SHOULD NOT EXECUTE THIS
234 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS'
235 ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE.
238 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT
237 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO
238 PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY
239 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER
240 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE
241 COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION.
242 (I) FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Seller shall inform Buyer in writing if
243 Seller is a "foreign person" as defined by the Foreign Investment In Real Property Tax Act ("FIRPTA"). Buyer
244 and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing. If Seller
245 is not a "foreign person", Seller can provide Buyer, at or prior to Closing, a certification of non -foreign status,
248 under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD
247 V for further information pertaining to FIRPTA Buyer and Seller are advised to seek legal counsel and tax
248 advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to
249 FIRPTA.
250 0) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are
251 not readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding
252 sentence, Seller extends and Intends no warranty and makes no representation of any type, either express or
253 implied, as to the physical condition or history of the Property. Except as otherwise disclosed to writing Seller
284 has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected
255 building, environmental or safety code violation.
258 PROPERTY MAINTENANCE, CONDmON, INSPECTIONS AND EXAMINATIONS
257 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the
258 Property, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date ("AS
259 IS Maintenance Requirement"). See Paragraph 9(a) for escrow procedures, if applicable.
no 12. PROPERTY INSPECTION; RIGHT TO CANCEL:
261 (a) PROPERTY INSPECTIONS AND RIGHT TO CANCEL Buyer shall have 15 (if left blank, then 15)
282 clays after Effective Date ("Inspection Period' within which to have such Inspections of the Properly
263 performed as Buyer shall desire during the Inspection Period. if Buyer determines, in Buyer's sole
284 discretion, that the Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering
255 written notice of such election to Seiler prior to expiration of Inspection Period If Buyer timely
266 terminates this Contract, the Deposit paid shall be returned to Buyer, thereupon, Buyer and Seiler shall
ter be released of an further obligations under this Contract; however, Buyer shall be responsible for
2re prompt payment for such inspections, for repair of damage to, and restoration of, the Properly resulting
Zee from such inspections, and shall provide Seller with paid receipts forall work done on the Property (the
270 preceding provision shall survive termination of this Contract). Unless Buyer exercises the right 10
271 terminate granted heroin, Buyer accepts the physical condition of the Property and any violation of
272 governmental, building, environmental, and safety codes, restrictions, or requirements, but subject to
273 Seller's continuing AS 1S Maintenance Requirement; and Buyer shall be responsible for any and all
274 repairs and improvements required by Buyer's lender.
i
Buyer's initials ,z Page B of 13 Seller's initials
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275 (b) WALK-THROUGH INSPECTtONiRE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior
276 to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and
277 follow-up walk-through, if necessary) inspection of the Property solely to confirm that all Items of Personal
278 Property are on the Property and to verify that Seller has maintained the Property as required by the AS IS
279 Maintenance Requirement and has met all other contractual obligations.
280 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: if Buyer's inspection
281 of the Property identifies open or needed building permits, then Seiler shall promptly deliver to Buyer all plans,
282 written documentation or other information in Seller's possession, knowledge, or control relating to
283 improvements to the Property which are the subject of such open or needed permits, and shall promptly
284 cooperate in good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to resolve
285 such permit Issues. Seller's obligation to cooperate shall Include Seller's execution of necessary authorizations,
286 consents, or other documents necessary for Buyer to conduct inspections and have estimates of such repairs
287 or work prepared, but in fulfilling such obligation, Seiler shall not be required to expend, or become obligated to
288 expend, any money.
289 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and
280 cost, Seiler will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties
291 to Buyer.
202 ESCROW AGENT AND BROKER
293 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (cottectively °Agent") receiving the Deposit, other funds
294 and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow
295 within the State of Florida and, subject to Collection, disburse them in accordance with terms and conditions of this
238 Contract. Failure of funds to become Collected shall not excuse Buyer's performance. When conflicting demands
297 for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such
288 actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agents duties or liabilities
299 under this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until the parties
300 agree to its disbursement or until a final judgment of a court of competent jurisdiction shall determine the rights of
301 the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An
302 attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying an
are parties concerned of such action, ail liability on the part of Agent shall fully terminate, except to the extent of
304 accounting for any items previously delivered out of escrow. tf a licensed real estate broker, Agent will comply with
30s provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through mediation,
30s arbitration, interpteader or an escrow disbursement order.
307 In any proceeding between Buyer and Seiler wherein Agent is made a party because of acting as Agent hereunder.
308 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable
399 attomey's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent
310 shall not be liable to any party or person for mis-delivery of any escrowed items, unless such rnis-delivery Is due to
311 Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing or
312 termination of this Contract.
313 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition,
314 square footage, and ail other facts and representations made pursuant to this Contract and to consult appropriate
318 professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property
318 and the transaction contemplated by this Contract, Broker represents to Buyer that Broker does not reside on the
317 Property and that ail representations (oral, written or otherwise) by Broker are based on Seiler representations or
318 public records. BUYER AGREES TO RELY SOLELY ON SELLER. PROFESSIONAL INSPECTORS AND
319 GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND
320 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL,
321 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seiler (Individually, the °Indemnifying Party") each
322 individually indemnifies, holds harmless, and releases Broker and Broker's officers, directors, agents and
323 employees from all liability for loss or damage, including all costs and expenses, and reasonable attomey's fees at
324 ail levels, suffered or incurred by Broker and Broker's officers, directors, agents and employees in connection with
328 ar arising from claims, demands ar causes of action instituted by Buyer or Seiler based on: (I) inaccuracy of
326 information provided by the Indemnifying Party or from public records; (II) indemnifying Party's misstatement(s) or
327 failure to perform contractual obligations; (111) Broker's performance, at Indemnifying Party's request, of any task
37.8 beyond the scope of services regulated by Chapter 475, F.S., as amended, induding Broker's referral,
320 recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or services
330 provided by any such vendor for, or on behalf of, indemnifying Party; and (v) expenses incurred by any such vendor.
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331 Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors and
332 paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not relieve
333 Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, Broker
334 will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract.
335 DEFAULT AND DISPUTE RESOLUTION
338 15. DEFAULT:
337 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract,
338 including payment of the Deposit, within the time(s) spectfted, Setter may elect to recover and retain the Deposit
339 for the account of Seiler as agreed upon liquidated damages, consideration for execution of this Contract, and
340 in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under
341 this Contract, or Seller, at Setter's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's
342 rights under this Contract.
343 (b) SELLER DEFAULT: If for any reason other than failure of Seiler to make Seller's title marketable after
344 reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract,
345 Buyer may elect to receive return of Buyer's Deposit without thereby waiving any action for damages resulting
346 from SelIer''s breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific
347 performance.
348 This Paragraph 15 shall survive Closing or termination of this Contract.
349 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and
350 Seiler arising out of, or relating to, this Contractor its breach, enforcement or interpretation ("Dispute) will be settled
351 as follows:
352 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to
353 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph
354 16(b).
355 (b) Buyer and Seiler shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida
356 Rules for Certified and Court -Appointed Mediators and Chapter 44, F.S., as amended (the "Mediation Rules").
357 The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be
358 sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16
359 may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph
360 16 shall survive Closing ar termination of this Contract
381 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted
362 by this Contract, and each party will pay their own costs, expenses and fees, including attomey's fees, incurred in
383 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover
384 from the non -prevailing party costs and fees, including reasonable attorney's fees, Incurred in conducting the
ass litigation. This Paragraph 17 shall survive Closing or termination of this Contract.
366 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS")
367 18. STANDARDS:
368 A. TITLE:
369 (1) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in
370 Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall
371 be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at
372 or before Closing and shall provide that, upon recording of the deed to Buyer, an owner's policy of ttile insurance
373 In the amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable title to the Real Property,
374 subject only to the following matters: (a) comprehensive land use plans, zoning, and other land use restrictions,
375 prohibitions and requirements imposed by governmental authority; (b) restrictions and matters appearing on the
376 Plat ar otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of
377 entry; (d) unplatted public utility easements of record (located contiguous to real property tines and not more than
378 10 feet In width as to rear or front tines and 71/2 feet in width as to side lines); (e) taxes for year of Closing and
379 subsequent years; and (f) assumed mortgages and purchase money mortgages, If any (if additional items, attach
380 addendum); provided, that, none prevent use of Property for RESIDENTIAL PURPOSES. If there exists at Closing
381 any violation of items identified in (b) - (f) above, then the same shall be deemed a title defect. Marketable title shall
382 be determined according to applicabte Title Standards adapted by authority of The Florida Bar and In accordance
383 with taw.
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384 (d) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seiler
ass in writing specifying defect(s), if any, that render title unmarketable. If Seller provides Tide Commitment and it is
386 delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of
387 receipt to examine same in accordance with this STANDARD A. Seiler shall have 30 days ("Cure Period") after
388 receipt of Buyers notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seiler, Buyer
369 shall be deemed to have accepted title as It then is. If Seller cures defects within Cure Period, Seller will deliver
3s0 written notice to Buyer (with proof of cure acceptable to Buyer and Buyers attorney) and the parties will close this
391 Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of Seller's notice). If
392 Seller Is unable to cure defects within Cure Period, then Buyer may. within 5 days after expiration of Cure Period,
393 deliver written notice to Seller. (a) extending Cure Period for a specified period not to exceed 120 days whin which
394 Seiler shall continue to use reasonable diligent effort to remove or cure the defects ('Extended Cure Period"); or
3e5 (b) electing to accept title with existing defects and close this Contract on Closing Date (or if Closing Date has
398 passed. within the earlier of 10 days after end of Extended Cure Period or Buyer's receipt of Seller's notice), or (c)
397 electing to terminate this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all
3E8 further obligations under this Contract. If after reasonable diligent effort, Seller is unable to timely cure defects, and
399 Buyer does not waive the defects, this Contract shall terminate, and Buyer shall receive a refund of the Deposit,
400 thereby releasing Buyer and Seiler from all further obligations under this Contract.
401 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements Located thereon
402 encroach on setback Cones, easements, or lands of others, or violate any restrictions, covenants, or applicable
403 governmental regulations described in STANDARD A (1)(a), (b) or (d) above, Buyer shall deliver written notice of
404 such matters. together with a copy of Survey, to Seiler within 5 days after Buyer's receipt of Survey, but no later
405 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and
406 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a
407 prior survey, Seller shall, at Buyer's request, execute an affidavit of "no changer' to the Real Property since the
408 preparation of such prior survey, to the extent the affirmations therein are true and correct.
409 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to
410 the Real Property is insurable in accordance with STANDARD A without exception for lack of Legal right of access.
411 D. LEASE INFORMATION: Seller shall, at feast 10 days prior to Closing, furnish to Buyer estoppel letters from
412 tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security
413 deposits paid by tenant(s) or occupant(s)("Estoppel Letter(s)"). If Seller is unable to obtain such Estoppel Letter(s)
414 the same information shall be furnished by Seiler to Buyer within that time period in the form of a Sellers affidavit
415 and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or
418 Sellers affidavit, if any, differ materially from Seller's representations and lease(s) provided pursuant to Paragraph
417 6, or if tenant(s)/occupant(s) fail or refuse to confirm Sellers affidavit, Buyer may deliver written notice to Seiler
416 within 5 days after receipt of such information, but no later than 5 days prior t4 Closing Date, terminating this
419 Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under
420 this Contract. Seiler shall, at Closing, deliver and assign all leases to Buyer who shall assume Sellers obligations
421 thereunder.
422 E. LIENS: Seiler shall furnish to Buyer at Closing an affidavit attesting (I) to the absence of any financing
423 statement, claims of lien or potential !tenors known to Seller and (11) that there have been no improvements or
424 repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been
425 improved or repaired within that time, Seiler shall deliver releases or waivers of construction liens executed by all
426 general contractors, suboontractors, suppliers and materiatmen In addition to Seller's Coen affidavit setting forth
427 names of all such general contractors, subcontractors, suppliers and materlaimen, further affirming that all charges
428 for Improvements or repairs which could serve as a basis for a construction lien or a claim for damages have been
429 paid or will be paid at Closing.
430 F. TIME: Time is of the essence In this Contract. Calendar days, based on where the Property is Located, shad
431 be used to computing lime periods. Other than time for acceptance and Effective Date as set forth in Paragraph 3,
432 any time periods provided for or dates specified In this Contract, whether preprinted, handwritten, typewritten or
433 inserted herein, which shall end or occur on a Saturday, Sunday. national legal public holiday (as defined in 5
434 U.S.C. Sec. 6103(a)). or a day on which a national legal public holiday is observed because it fell on a Saturday or
435 Sunday, shall extend to the next calendar day which is not a Saturday, Sunday, national legal public holiday, or a
438 day on which a national Legal public holiday is observed.
437 G. FORCE MAJEURE: Buyer or Seiler shall not be required to exercise or perform any right or obligation under
438 this Contract or be liable to each other for damages so tong as performance or non-performance of the right or
439 obligation, or the availability of services, insurance, or required approvals essential to Closing, is disrupted, delayed,
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440 caused or prevented by a Force Majeure evens. "Force Majeure" means: hurricanes, floods, extreme weather,
441 earthquakes, fires, or other acts of God, unusual transportation delays, wars, insurrections, clvil unrest, or acts of
442 terrorism, govemmental actions and mandates, govemment shut downs, epidemics, or pandemics, which, by
443 exercise of reasonable diligent effort, the non -performing party is unable In whote or in part to prevent or overcome.
444 The Force Majeure event will be deemed to have begun on the first day the effect of the Force Majeure prevents
445 performance, non-performance, or the availability of services, insurance or required approvals essential to Closing.
448 All time periods affected by the Force Majeure event, including Closing Date, will be extended a reasonable time
447 up to 7 days after the Force Majeure event no longer prevents performance under this Contract; provided, however,
448 if such Force Majeure event continues to prevent performance under this Contract more than 30 days beyond
449 Closing Date, then either party may terminate this Contract by delivering written notice to the other and the Deposit
450 shall be refunded to Buyer, thereby releasing Buyer and Setter from all further obligations under this Contract.
4s1 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's,
462 personal representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters
453 described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be
464 transferred by absolute bill of sate with warranty of title, subject only to such matters as may be provided for in this
455 Contract.
458 i. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE:
457 (i) LOCATION: Closing will be conducted by the attorney or other closing agent ("Closing Agent") designated by
458 the party paying for the owner's policy of title insurance and will take place in the county where the Real Property
459 Is located at the office of the Closing Agent, or at such other location agreed to by the parties. ff there is no title
460 insurance, Seller will designate Closing Agent. Closing may be conducted by mail, overnight courier, or electronic
481 means.
482 (li) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of
483 sale, certificate(s) of title or other documents necessary to transfer title to the Property. construction lien aftidavit(s),
4s4 owner's possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid
485 receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as appficabte,
468 the survey, flood elevation certification, and documents required by Buyer's lender.
467 (111) FInCEN GTO REPORTING OBLIGATION. If Closing Agent Is required to comply with a U.S. Treasury
468 Department's Financial Crimes Enforcement Network ("FinCEN") Geographic Targeting Order ("GTO"), then Buyer
489 shall provide Closing Agent with essential Information and documentation related to Buyer and its Beneficial
470 Owners, including photo identification, and related to the transaction contemplated by this Contract which are
471 required to complete mandatory reporting, including the Currency Transaction Report and Buyer consents to
472 Closing Agent's collection and report of said information to IRS.
473 (iv) PROCEDURE: The deed shall be recorded upon Collection of all closing funds. if the Title Commitment
474 provides insurance against adverse matters pursuant to Section 627.7841, F.S.. as amended, the escrow closing
476 procedure required by STANDARD J shalt be waived, and Closing Agent shall, subject to Collection of all closing
476 funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller.
477 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide
478 for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following
479 escrow and closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent
480 for a period of not more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault of
481 Buyer, Buyer shall, within the 10 day period, notify Seller in writing of the defect and Setter shall have 30 days from
482 date of receipt of such notlhcatton to cure the defect (3) if Seller fails to timely cure the defect, the Deposit and all
483 Closing funds paid by Buyer shall, within 6 days after written demand by Buyer, be refunded to Buyer and.
484 simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re-
48s convey the Property to Seiler by special warranty dead and bill of sale; and (4) if Buyer fails to make timely demand
486 for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seiler as to any intervening defect
487 except as may be available to Buyer by virtue of warranties contained in the deed or bill of sate.
458 K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of
469 the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes
490 (including special benefit tax assessments imposed by a COD pursuant to Chapter 190, F.S., and assessments
491 imposed by special diskict(s) pursuant to Chapter 189, F.S.), interest, bonds, association fees, insurance, rents
492 and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable.
493 in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required
494 by proratlans to be made through day prior to Closing. Advance rent and security deposits, if any, will be credited
495 to Buyer. Escrow deposits held by Seller's mortgagee will be paid to Seiler. Taxes shall be prorated based on
468 current year's tax. If Closing occurs on a date when current year's millage is not fixed but current year's assessment
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497 is available, taxes wilt be prorated based upon such assessment and prior year's mittage. if current years
408 assessment is not available, then taxes will be prorated on prior year's tax. If there are completed Improvements
4e9 on the Real Property by January 1st of year of Closing, which improvements were not in existence on January V
sea of prior year, then taxes shall be prorated based upon prior year's miltage and at an equitable assessment to be
sot agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an
502 Informal assessment taking into account available exemptions. In all cases. due allowance shall be made for the
503 maximum allowable discounts and applicable homestead and other exemptions. A tax proration based on an
sat estimate shall, at either party's request, be readjusted upon receipt of current year's tax blfl. This STANDARD K
505 shall survive Closing.
606 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller
507 shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections,
508 including a walk-through (or follow-up walk-through if necessary) prior to Closing.
609 M. RISK OF LOSS: if, after Effective Date, but before Closing, Property is damaged by fire or other casualty
sic ("Casualty Loss") and cost of restoration (which shall Include cost of pruning or removing damaged trees) does not
511 exceed 1.54 of Purchase Price, cost of restoration shall be an obligation of Seiler and Closing shall proceed
612 pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated
613 cost to complete restoration (not to exceed 1.5% of Purchase Price) will be escrowed at Closing. If actual cost of
614 restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase
515 Price). Any unused portion of escrowed amount shall be returned to Seiler. If cost of restoration exceeds 1.5% of
516 Purchase Price, Buyer shalt elect to either take Property "as Is" together with the 1.5% or receive a refund of the
517 Deposit thereby releasing Buyer and Seiler from all further obligations under this Contract. Seller's sole obligation
518 with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal.
s19 N. 1031 EXCHANGE: if either Seiler or Buyer wish to enter into a like -kind exchange (either simultaneously with
520 Closing or deferred) under Section 1031 of the tntemal Revenue Code ("Exchange"), the other party shall cooperate
621 in all reasonable respects to effectuate the Exchange, including execution of documents; provided, however,
622 cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent
623 upon, nor extended or delayed by, such Exchange.
624 O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT
625 EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public or official records. This
626 Contract shall be binding on, and inure to the benefit of, the parties and their respective heirs or successors in
527 interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice and
528 delivery given by or to the attorney or broker (Including such broker's real estate licensee) representing any party
529 shall be as effective as if given by or to that party. Ail notices must be in writing and may only be made by mail,
530 facsimile transmission, personal delivery or email. A facsimile or electronic copy of this Contract and any signatures
531 hereon shall be considered for all purposes as an original. This Contract may be executed by use of electronic
532 signatures, as determined by Florida's Electronic Signature Act and other applicable laws.
533 P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement
534 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or
535 representations shalt be binding upon Buyer or Seller unless included in this Contract. No modification to or change
53a in this Contract shall be valid or binding upon Buyer or Setter unless in writing and executed by the parties intended
637 to be bound by It.
538 Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this
sag Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or
s4o rights.
sal R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten
542 or handwritten provisions shall control all printed provisions of this Contract In conflict with them.
543 S. COLLECTION or COLLECTED: "Collection" or "Collected" means any checks tendered or received, including
544 Deposits, have become actually and finally collected and deposited In the account of Escrow Agent or Closing
sas Agent. Closing and disbursement of funds and delivery of closing documents may be delayed by Closing Agent
548 until such amounts have been Collected in Closing Agent's accounts.
547 T. RESERVED.
sac U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State
sac of Florida and venue for resolution of ail disputes, whether by mediation, arbitration or litigation, shall lie in the
sso county where the Real Property is located.
551 V. FIRPTA TAX WITHHOLDING: If a seller of U.S. real property is a `foreign person" as defined by FIRPTA,
as2 Section 1445 of the Internal Revenue Code ("Code") requires the buyer of the real property to withhold up to 15%
653 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service
Buyer's its Page 10 of 13 Settees Initials .
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STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED
sea (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate
sss from the IRS authorizing a reduced amount of withholding.
558 (i) No withholding is required under Section 1445 of the Code If the Seller is not a "foreign person". Seller can
ssr provide proof of non -foreign status to Buyer by delivery of written certification signed under penalties of perjury,
rise stating that Seiler is not a foreign person and containing Seller's name, U.S. taxpayer identification number and
sae home address (or Office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer
sso shall withhold the applicable percentage of the amount realized by Seiler on the transfer and timely remit said funds
561 to the IRS,
562 (ii) If Seller is a foreign person and has received a Withholding Certifecate from the IRS which provides for reduced
663 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the
564 reduced sum required, if any, and timely remit said funds to the IRS.
sss (tit) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has
566 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(1)(B) but no Withholding Certificate has been
567 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller
saa on the transfer and, at Buyer's option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in
569 escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the
570 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted
s71 directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement.
572 (Iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this
573 transaction, Seiler shall deliver to Buyer, at Closing, the additional Collected funds necessary to satisfy the
574 applicable requirement and thereafter Buyer shag timely remit said funds to the IRS or escrow the funds for
675 disbursement in accordance with the final determination of the IRS, as applicable.
578 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms
sn 8288 and 8288-A, as filed.
we W. RESERVED
579 X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller
580 and against any real estate licensee involved In the negotiation of this Contract for any damage or deflects
581 pertaining to the physical condltlon of the Property that may exist at Closing of this Contract and be
5s2 subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. This
583 provision does not relieve Seder's obligation to comply with Paragraph 10(J). This Standard X shall survive
sea Closing.
585 ADDENDA AND ADDITIONAL TERMS
sss 19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into this
587 Contract (Check if applicable):
O A. Condominium Rider a O. Insulation Disclosure 0 AA. Licensee Property Interest
O B. Homeowners' Assn. P. Lead Paint Disclosure (Pre-1978) 0 BB. Binding Arbitration
O C. Seller Financing D Q. Housing for Older Persons 0 CC. Miami -Dade County
O D. Mortgage Assumption 0 R Rezoning Spada! Taxing District
O E. FHANA Financing 0 S. Lease Purchase! Lease Option Disclosure
O F. Appraisal Contingency 0 T. Pre -Closing Occupancy 0 DD. SeasonalNacation
0 G. Short Sale 0 U. Post -Closing Occupancy Rentals
0 H. Homeowners'/Flood Ins 0 V. Sale of Buyer's Property 0 EE. PACE Disclosure
I. RESERVED ❑ W. Back-up Contract 0 FF. Credit Related to Buyers
0 J. Interest -Bearing Acct. ❑ X Kidc-out Clause Broker Compensation
K. RESERVED 0 Y. Seller's Attorney Approval 0 GG. Sellers Agreement with
L. RESERVED 0 Z Buyer's Attomey Approval Respect to Buyers Broker
0 M. Defective Drywall
0 N. Coastal Construction p Compensation
la other:moll A
Control Line _ Flood R1sq(psrr
Buyer's tnitiais / - Page 11 of13 Sellers tnraals
RaridaRealto a dr-ASlS-7 Rev.12124 02024 Florida Realtors and The Florida Bar. Ail rights reserved.
Licensed to Alta Star Sew= and 101823300.470830
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588 20. ADDITIONAL TERMS:
589 (e) Seller prior to Closing will address. remedy and correct any oermit Issues including without limitation open
590 andexpired permits and unoermltted imurovements, as well as env violation of governmental, building,
591 environmental and safety codes. restrictions or reaulrements.
592
593 (b) This Contract and Buyer's obligations under this Contract are sublect to and conditioned on approval of
694 this Contract and Buyer's purchase of the Property by the North Palm Beach Village Council as required by laws 1 `,..
595 (ecGtJt'��' ! :f {" `f`c "2'- crr .:
599 u �!
597
598
589
600
601
602
603
604
605
608 COUNTER-OFFER
607 El Seller counters Buyer's offer.
sos [The remainder of this page is intentionally left blank.
sos This Contract continues with Une 610 on Page 13 of 13
Buyer's initials i Page 12 of 13 Setter's tnWals _ )12
Flotfdafteaf.OrslFbrid • : f � S-7 Rev.4224 8 2024 Rodda Reattorsa and The Florida Bar. Ail rights reserved.
Licensed a Aka scar scttwaro and 1D1823390.47063e
Software and added formatting 0 2025 Alta Star Software, all rights reserved. • www.attastar.ccm • (877) 2794698
etc THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
611 ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
et2 THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR.
813 Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the
614 terms and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and
e15 conditions should be negotiated based upon the respective Interests, objectives and bargaining positions of al!
ate Interested persons.
617 AN ASTERISK (') FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK
818 TO BE COMPLETED.
819
ATTENTION: SELLER AND BUYER
s20 CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692, Sections 692201- 692205, Florida Statutes,
set 2023 (the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by
622 certain buyers who are associated with a "foreign country of concern", namely: the People's Republic of China, the
823 Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of
624 Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic. It Is a crime to buy or knowingly
625 sell property in violation of the Act.
626 At time of purchase, Buyer must provide a signed Affidavit which complies with the requirements of the
627 Act. Seller and Buyer are advised to seek Legal counsel regarding their respective obligations and liabilities under
628 the Act. J
Village of North P. m B ch, a uniclpal corporation organized under the laws of the State of F orida
629 Buyer. / '' `►�!�
y: Charles NW, Village' onager
eso Buyer.
831 Seller:
632 Seller:
633
834
835
638
. Robert
40.47,Q„, p. 7;1.2_4
Ili Davidson, ruskee
Buyer's address for purposes of notice
Vide of North Palm Beach, do Leonard G. Rubin. Eau.
ZO_LgrighgaintadaLyair. Suite 209
West Palm Beach. FL 33407
Date: AV% --
Date:
Date: 177
Date:
Setter's address for purposes of notice
905 Laurel Road
North Palm Beach. FL 33408
637 BROKER: Listing and Cooperating Brokers, if any, named below (collectively, "Broker"), are the only Brokers
638 entitled to compensation in connection with this Contract. instruction to Closing Agent Seiler and Buyer direct
839 Closing Agent to disburse at Closing the full amount of the brokerage fees as specified In separate brokerage
ear agreements with the parties and cooperative agreements between the Brokers, except to the extent Broker has
sae retained such fees from the escrowed funds. This Contract shall not modify any offer of compensation made by
Seiler or Listing Broker to Cooperating Brokers.
843
644
845
648
None None
Cooperating Sales Associate, if any Listing Sates Associate
None
Cooperating Broker, if any
None
Listing Broker
Page 13of13
FloridaReattcisiFoidaBer ASIS-7 Rev.12240 2024 Rorida Realtors® and The Florida Bar. All fights reserved.
ttconsea to Alta Star Software and ID1823390A70930
Software and added formatting 0 2025 Alta Star Software, all rights reserved, • www.attastar.com • (1377) 279-8898
EXHIBIT A
Legal Description
Parcel 1
OR BK 35201 PG 1759
Pg: 4 of 4
The part of the Southwest 1/4 of the Northwest 1/4 tying West of Old Dixie Highway, LESS the
South 110 feet of Section 17, Township 42 South, Range 43 East, Palm Beach County, Florida.
Also described as:
ALL that part of the Northwest one -quarter of Section Seventeen, Township Forty-two South, Range
Forty-three East, lying south and west of the Old Dixie IHlghway, as originally constructed, along the
west side of the Florida East Coast Railroad, except the South one hundred and ten feet thereof, which
is reserved to the grantors herein.
Parcel 2
Beginning at the Southeast corner of the Southeast 1/4. of the Northeast 1/4 of Section 18, Township
42 South, Range 43 East, as a Point of Beginning thence North along the Easterly section line a
distance of 150 feet; thence Westerly parallel to the'.Southerly boundary of this section line a distance
of 150 feet; thence Southerly parallel to the Eastern section line a distance of 150 feet; thence Easterly
to the Point ofBeginning.
002-MISC / 011186124 vI
A/dc,
Comprehensive Rider to the
Residential Contract for Sate and Purchase
THIS FORM HAS BEEN APPROVED BY THE
FLORIDA REALTORS AND THE FLORIDA BAR
If initiated by all parties, the clauses betowwitl be incorporated Into the Florida Reaitorsefffortda Bar Residential Contract
For Sate And Purchase between Robert Grrl Davidson a/7da Glll Davidson, Trustee of Clil Davidson Revocable Trust dated f28 85, es oneoeOsELLER)
and Vlllarte of North Palm Beach. a municipal commotion orrranlzsd tinder the laws of fhState of Florlda (BUYER)
concerning the Property described as See attached Exhibit il
Buyer's Initials ____CSeller's Initials 0,7
P. LEAD -BASED PAINT DISCLOSURE
(Pro-1978 Housing)
J-ead-filasectPaint Warning Statement
"Every purchaser of any Interest in residential real property on which a residential dwelling was built prior to 1978 is notified that
such property may present exposure to Lead from lead -based paint that may place young children at risk of developing Lead
poisoning. Lead poisoning in young children may produce permanent neurological damage. including teaming disabilities,
reduced Intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to
pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on
lead -based paint hazards from risk assessments or Inspection In the seller's possession and notify he buyer of any known lead -
based paint hazards. A risk assessment or inspection for possible Lead -based paint hazards is recommended prior to purchase."
5rp )sclosure (INITIAL)
- . V (a) Presence of lead -based paint or lead -based paint hazards (CHECK ONE BELOW):
0 Known lead -based paint or lead -based paint hazards are present in the housing.
NI Seller has no knowledge of lead -based paint or lead -based paint hazards in the housing.
(b) Records and reports available to the Seller (CHECK ONE BELOW):
0 Setter has provided the Buyer with all available records and reports pertaining to lead -based paint or
lead -based paint hazards in the housing. List documents:
NI Setter has no reports or records pertaining to lead -based paint or lead -based paint hazards in the
housing.
Buyer's Acknowledgement ((NrAL)
(c) Buyer has received copies of all information listed above.
(d) Buyer has received the pamphlet Protect Your Family from Lead in Your Nome.
-4(42-6(e) Buyer has (CHECK ONE BELOW):
DI Received a 10-day opportunity (or other mutually agreed upon period) to conduct a risk assessment
or inspection for the presence of lead -based paint or lead -based paint hazards; or
❑ Waived the opportunity to conduct a risk assessment or inspection for the presence of lead -based
paint or lead -based paint hazards.
Licensee's Acknowledgement ((NITlAL)
(f) Licensee has informed the Seller of the Seller's obligations under 42 U.S.C. 4852(d) and is aware of
Licensee's responsibility to ensure compliance.
Certification of Accuracy
The following parties have reviewed the Information above and certify, to the best of their knowledge, that the infomlatlon
the - : • • vid= • is ?•: and-eccurate
E LER By: Robert GIN • dace, rusteo
SELLER
Listing Licensee
11
Date
Date
Al _. 1
J• R By: Cho
BUYER
Selling Licensee
onager
49/di VT--
Dfite
Date
Date
Any person or persons who knowingly violate the provisions of the Residential Lead -Based Paint Hazard Reduction Act of
1892 may be subject to civil and criminal penalties and potential triple damages in a private civil lawsuit.
Page 1 of 1 P. LEAD -BASED PAINT DISCLOSURE
cR-7 Rev. 10/21®2021 Rodda Rotors° end The Ftodda 13es.Ap dstds reserved
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Flood Disclosure
Florida Statute 689.302 requires a seller to complete and provide a flood disclosure to a purchaser of residential real
property At or before the time the sales contract Is executed.
Seller, Robert Gill Davidson elWa GUI Davidson, Trustee of Gut Davidson Revocable Trust data 0.48195, as W Qfl provides Buyer the following
flood disclosure star before the time the sales contract is executed.
Property address: See attached Exhibit A
Seller, please check the applicable box In paragraphs (1) and (2) below.
FLOOD DISCLOSURE
Flood Insurance: Homeowners' insurance policies do not include coverage for damage resulting from floods. Buyer is
encouraged to discuss the need to purchase separate flood insurance coverage with Buyer's insurance agent.
(1) Seller0 has 1I has not flied a claim with an insurance provider relating to flood damage on the property,
including, but not Limited to, a claim with the National Flood Insurance Program.
(2) Seiler t] has )8i has not received federal assistance for flood damage to the property, including. but not limited
to, assistance from the Federal Emergency Management Agency.
(3) For the purposes of this disclosure, the term loading" means a general or temporary condition of partial or
complete inundation of the property caused by any of the following:
a. The overflow of inland or tidal waters.
b. The unusual and rapid accumulation of runoff or surface waters from any established water source, such
as a river, stream, or drainage ditch.
c. Sustained periods of standing water resulting from rainfall.
Seller
/Robert Gil Davidson, rustea
Date:
Seller. Date:
Copy provided to Buyer on by 0 email 0 facsimile 0 mail 0 personal delivery.
FD.1 Rev 0/24 ® 2024 Rodda Assccafban of Real ms°
EXHIBIT A
Legal Description
Parcel 1
OR BK 35201 PG 1759
Pg: 4 of 4
The part of the Southwest 1/4 of the Northwest 1/4 lying West of Old Dixie Highway, LESS the
South 110 feet of Section 17, Township 42 South, Range 43 East, Palm Beach County, Florida.
Also described as:
ALL that part of the Northwest one -quarter of Section Seventeen, Township Forty-two South, Range
Forty-three East, lying south and west of the Old Dixie Highway, as originally constructed, along the
west side of the Florida East Coast Railroad, except the South one hundred and ten feet thereof, which
is reserved to the grantors herein.
Parcel 2
Beginning at the Southeast comer of the Southeast 1/4. of the Northeast 1/4 of Section 18, Township
42 South, Range 43 East, as a Point of Beginning; thence North along the Easterly section line a
distance of 150 feet; thence Westerly parallel to the Southerly boundary of this section line a distance
of 150 feet; thence Southerly parallel to the Eastern section line a distance of 150 feet; thence Easterly
to the Point of Beginning.
002-MISC / 01886l24 vl
DOROTHYJACKS
CFA,AAS
Palm Beach County Property Appraiser
Davidson Properties
Miles
0 0.01 0.01 0.03
Date: 2/19/2025
Time: 10:40 AM
Scale: 1:1,128