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HomeMy WebLinkAboutCRA-R-24-0034 Exhibit AExhibit "A" Vacant Land Contract 1 1. Sale and Purchase ("Contract"): CIPRICO HOLDINGS, LLC, a Florida limited liability company 2 ("Seller") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute 3 ("Buyer") (the "parties") agree to sell and buy on the terms and conditions specified below the property ("Property") 4 described as: 5 Address: 813 NW 5th Avenue, Miami, FL 33136 6 Legal Description: 7 See Addendum to Contract for Additional Details of Legal Description. 8 9 10 11 SEC /TWP / •/RNG of County, Florida. Real Property ID No.: 01-0103-030-1050 12 including all improvements existing on the Property and the following additional property: 13 14 2. Purchase Price: (U.S. currency) $ 495,000.00 15 All deposits will be made payable to "Escrow Agent" named below and held in escrow by: 16 Escrow Agent's Name: Doma Title Insurance 17 Escrow Agent's Contact Person: Nancy Shultz 18 Escrow Agent's Address: 760 NW 197th Avenue, Suite 401, Miami, FL 33172 19 Escrow Agent's Phone: 20 Escrow Agent's Email: nancy.shultz@doma.com 21 (a) Initial deposit ($0 if left blank) (Check if applicable) 22 ❑ accompanies offer 23 a will be delivered to Escrow Agent within days (3 days if left blank) 24 after Effective Date $ 12,375,00 25 (b) Additional deposit will be delivered to Escrow Agent (Check if applicable) 26 ❑ within days (10 days if left blank) after Effective Date within days (3 days if left blank) after expiration of Due Diligence Period $ 12,375.00 z8 (c) Total Financing (see Paragraph 6) (express as a dollar amount or percentage) $ 29 (d) Other: $ 30 31 to be paid at closing by wire transfer or other Collected funds $ 470,250.00 (e) Balance to close (not including Buyer's closing costs, prepaid items, and prorations) 32 (f) ❑ (Complete only if purchase price will be determined based on a per unit cost instead of a fixed price.) The 33 unit used to determine the purchase price is ❑ lot ❑ acre ❑ square foot LI other (specify): 34 prorating areas of less than a full unit. The purchase price will be $ per unit based on a 35 calculation of total area of the Property as certified to Seller and Buyer by a Florida licensed surveyor in 36 accordance with Paragraph 8(c). The following rights of way and other areas will be excluded from the 37 calculation: 38 3. Time for Acceptance; Effective Date: Unless this offer is signed by Seller and Buyer and an executed copy 39 delivered to all parties on or before May 10, 2024 , this offer will be withdrawn and Buyer's deposit, if 40 any, will be returned. The time for acceptance of any counter-offer will be 3 days after the date the counter-offer is 41 delivered. The "Effective Date" of this Contract is the date on which the last one of the Seller and Buyer 42 has signed or initialed and delivered this offer or the final counter-offer. 43 4. Closing Date: This transaction will close on ("Closing Date"), unless specifically 44 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, 45 but not limited to, Financing and Due Diligence periods. However, if the Closing Date occurs on a Saturday, 46 Sunday, or national legal holiday, it will extend to 5:00 p.m. (where the Property is located) of the next business 47 day. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property 48 insurance, Buyer may postpone closing for up to 5 days after the insurance underwriting suspension is lifted. If 49 this transaction does not close for any reason, Buyer will immediately return all Seller provided documents and 50 other items. 51 5. Extension of Closing Date: If Paragraph 6(b) is checked and Closing Funds from Buyer's lender(s) are not available on Closing Date due to Consumer Financial Protection Bureau Closing Disclosure delivery requirements Buyer ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 1 of 8 pages. VAC-14xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 53 ("CFPB Requirements), if applicable, then Closing Date shall be extended for such period necessary to satisfy 54 CFPB Requirements, provided such period shall not exceed 10 days. '55 6. Financing: (Check as applicable) 56 (a) ► Buyer will pay cash for the Property with no financing contingency. 57 (b) ❑ This Contract is contingent on Buyer qualifying for and obtaining the commitment(s) or approval(s) 58 specified below ("Financing") within _ days after Effective Date (Closing Date or 30 days after Effective 59 Date, whichever occurs first, if left blank) ("Financing Period"). Buyer will apply for Financing within 60 days after Effective Date (5 days if left blank) and will timely provide any and all credit, employment, financial, 61 and other information required by the lender. If Buyer, after using diligence and good faith, cannot obtain the 62 Financing within the Financing Period, either party may terminate this Contract and Buyer's deposit(s) will be 63 returned. 64 (1) ❑ New Financing: Buyer will secure a commitment for new third party financing for $ 65 or % of the purchase price at (Check one) ❑ a fixed rate not exceeding % ❑ an 66 adjustable interest rate not exceeding % at origination (a fixed rate at the prevailing interest rate 67 based on Buyer's creditworthiness if neither choice is selected). Buyer will keep Seller and Broker fully 68 informed of the loan application status and progress and authorizes the lender or mortgage broker to 69 disclose all such information to Seller and Broker. 70 (2) ❑ Seller Financing: Buyer will execute a ❑ first ❑ second purchase money note and mortgage to 71 Seller in the amount of $ , bearing annual interest at % and payable as follows: 72 73 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow 74 forms generally accepted in the county where the Property is located; will provide for a late payment fee 75 and acceleration at the mortgagee's option if Buyer defaults; will give Buyer the right to prepay without 76 penalty all or part of the principal at any time(s) with interest only to date of payment; will be due on 77 conveyance or sale; will provide for release of contiguous parcels, if applicable; and will require Buyer to 78 keep liability insurance on the Property, with Seller as additional named insured. Buyer authorizes Seller 79 to obtain credit, employment, and other necessary information to determine creditworthiness for the 80 financing. Seller will, within 10 days after Effective Date, give Buyer written notice of whether or not Seller 81 will make the loan. -> (3) ❑ Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 83 84 85 86 87 88 89 90 91 92 LN# in the approximate amount of $ currently payable at $ per month, including principal, interest, ❑ taxes and insurance, and having a ❑ fixed ❑ other (describe) interest rate of % which 0 will ❑ will not escalate upon assumption. Any variance in the mortgage will be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow account dollar for dollar. If the interest rate upon transfer exceeds % or the assumption/transfer fee exceeds $ , either party may elect to pay the excess, failing which this Contract will terminate; and Buyer's deposit(s) will be returned. If the lender disapproves Buyer, this Contract will terminate; and Buyer's deposit(s) will be returned. 93 7. Assignability: (Check one) Buyer ❑ may assign and thereby be released from any further liability under this 94 Contract, 14 may assign but not be released from liability under this Contract, or ❑ may not assign this Contract. 95 96 97 98 99 100 101 102 103 104 105 106 107 deed ❑ special warranty deed 0 other (specify) , free of liens, e. - -n s, and encumbrances of record or known to Seller, but subject to property taxes for the year of c . , covenants, restrictions, and public utility easements of record; existing zoning and governments ions; and (list any other matters to which title will be subject) provided there exists at closing no violation of the foregoing. (a) Title Evidence: The party who pays for the owner' surance policy will select the closing agent and pay for the title search, including tax and lien s including municipal lien search) if performed, and all other fees charged by closing agent. -< 'i I deliver to Buyer, at (Check one) 0 Selle ' ^- uyer's expense and (Check one ■ in days after Effective Date 0 at least days before Closing Date, (C e) 0 a title insurance commitment by a Florida licensed title insurer setting forth those matters to be Buyer (//V) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 2 of 8 pages. VAC-14x Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 109 110 paying for the owner's title insurance policy and Seller has an owner's policy, Seller will deliver a co 11 Buyer within 15 days after Effective Date. 112 (2) 0 an abstract of title, prepared or brought current by an existing abstract firm or certified a .rrect by an 113 existing firm. However, if such an abstract is not available to Seller, then a prior owne.' "itle policy 114 acceptable to the proposed insurer as a base for reissuance of coverage may b-_.: 'ed. The prior policy will 115 include copies of all policy exceptions and an update in a format acceptabl-_. uyer from the policy 116 effective date and certified to Buyer or Buyer's closing agent togethe, copies of all documents 117 recited in the prior policy and in the update. If such an abstract o or policy is not available to Seller, 118 then (1) above will be the title evidence. 119 (b) Title Examination: After receipt of the title evidence, Bu. _ ill, within days (10 days if left blank) but 120 no later than Closing Date, deliver written notice to S of title defects. Title will be deemed acceptable to 121 Buyer if (I) Buyer fails to deliver proper notice o ects or (ii) Buyer delivers proper written notice and Seller 122 cures the defects within days (30 • if left blank) ("Cure Period") after receipt of the notice. If the 123 defects are cured within the Cure Per' • closing will occur within 10 days after receipt by Buyer of notice of 124 such cure. Seller may elect not •,, re defects if Seller reasonably believes any defect cannot be cured within 125 the Cure Period. If the defe . .'are not cured within the Cure Period, Buyer will have 10 days after receipt of 126 notice of Seller's inab',' -' o cure the defects to elect whether to terminate this Contract or accept title subject 127 to existing defec id close the transaction without reduction in purchase price. 128 (c) Survey: B =r may, at Buyer's expense, have the Property surveyed and must deliver written notice to 129 Seller in 5 days after receiving survey but not later than 5 days before Closing Date, of any 130 e 'achments on the Property, encroachments by the Property's improvements on other lands, or deed 131 restriction or zoning violations. Any such encroachment or violation will be treated in the same manner as a 132 title defect and Seller's and Buyer's obligations will be determined in accordance with Paragraph 8(b). 13 134 9. Property Condition: Seller will deliver the Property to Buyer at closing in its present "as is" condition, with 135 conditions resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will not engage in or 136 permit any activity that would materially alter the Property's condition without the Buyer's prior written consent. —17 (a) Inspections: (Check (1) or (2)) s (1) ►ll Due Diligence Period: Buyer will, at Buyer's expense and within 60 days (30 days if left blank) 139 ("Due Diligence Period") after Effective Date and in Buyer's sole and absolute discretion, determine 140 whether the Property is suitable for Buyer's intended use. During the Due Diligence Period, Buyer may 141 conduct a Phase 1 environmental assessment and any other tests, analyses, surveys, and investigations 142 ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's 143 engineering, architectural, and environmental properties; zoning and zoning restrictions; subdivision 144 statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with 145 local, state, and regional growth management plans; availability of permits, government approvals, and 146 licenses; and other inspections that Buyer deems appropriate. If the Property must be rezoned, Buyer will 147 obtain the rezoning from the appropriate government agencies. Seller will sign all documents Buyer is 148 required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, 149 contractors, and assigns, the right to enter the Property at any time during the Due Diligence Period for the 150 purpose of conducting Inspections, provided, however, that Buyer, its agents, contractors, and assigns 151 enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller 152 harmless from losses, damages, costs, claims, and expenses of any nature, including attorneys' fees, 153 expenses, and liability incurred in application for rezoning or related proceedings, and from liability to any 154 person, arising from the conduct of any and all Inspections or any work authorized by Buyer. Buyer will 155 not engage in any activity that could result in a construction lien being filed against the Property without 156 Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (i) repair 157 all damages to the Property resulting from the Inspections and return the Property to the condition it was in 158 before conducting the Inspections and (ii) release to Seller all reports and other work generated as a 159 result of the Inspections. 160 Before expiration of the Due Diligence Period, Buyer must deliver written notice to Seller of Buyer's 161 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice 162 requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" 163 condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated, and Buyer's deposit(s) will be returned. Buyer ,(d` ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 3 of 8 pages. VAC-1 x Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 165 (2) ❑ No Due Diligence Period: Buyer is satisfied that the Property is suitable for Buyer's purposes, 166 including being satisfied that either public sewerage and water are available to the Property or the 67 Property will be approved for the installation of a well and/or private sewerage disposal system and that 168 existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, 169 concurrency, growth management, and environmental conditions, are acceptable to Buyer. This Contract 170 is not contingent on Buyer conducting any further investigations. 171 (b) Government Regulations: Changes in government regulations and levels of service which affect Buyer's 172 intended use of the Property will not be grounds for terminating this Contract if the Due Diligence Period has 173 expired or if Paragraph 9(a)(2) is selected. 174 (c) Flood Zone: Buyer is advised to verify by survey, with the lender, and with appropriate government agencies 175 which flood zone the Property is in, whether flood insurance is required, and what restrictions apply to 176 improving the Property and rebuilding in the event of casualty. 177 (d) Coastal Construction Control Line ("CCCL"): If any part of the Property lies seaward of the CCCL as 178 defined in Section 161.053, Florida Statutes, Seller will provide Buyer with an affidavit or survey as required 179 by law delineating the line's location on the Property, unless Buyer waives this requirement in writing. The 180 Property being purchased may be subject to coastal erosion and to federal, state, or local regulations that 181 govern coastal property, including delineation of the CCCL, rigid coastal protection structures, beach 182 nourishment, and the protection of marine turtles. Additional information can be obtained from the Florida 183 Department of Environmental Protection, including whether there are significant erosion conditions associated 184 with the shore line of the Property being purchased. 185 ❑ Buyer waives the right to receive a CCCL affidavit or survey. 186 10. Closing Procedure; Costs: Closing will take place in the county where the Property is located and may be 187 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title 188 binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to 189 Seller (in local cashier's check if Seller requests in writing at least 5 days before closing) and brokerage fees to 190 Broker as per Paragraph 21. In addition to other expenses provided in this Contract, Seller and Buyer will pay the 191 costs indicated below. 192 (a) Seller Costs: "n3 Taxes on deed 4 Recording fees for documents needed to cure title 195 Title evidence (if applicable under Paragraph 8) 196 Estoppel Fee(s) 197 Other: See Addendum to Vacant Land Contract 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 2')n (b) Buyer Costs: Taxes and recording fees on notes and mortgages Recording fees on the deed and financing statements Loan expenses Title evidence (if applicable under Paragraph 8) Lender's title policy at the simultaneous issue rate Inspections Survey Insurance Other: See Addendum to Vacant Land Contract (c) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes (including special benefit tax liens imposed by a CDD), interest, bonds, assessments, leases, and other Property expenses and revenues. If taxes and assessments for the current year cannot be determined, the previous year's rates will be used with adjustment for any exemptions. (d) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i) the full amount of liens that are certified, confirmed, and ratified before closing and (ii) the amount of the last estimate of the assessment if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing; and Buyer will pay all other amounts. If special assessments may be paid in installments, ❑ Seller ❑ Buyer (Buyer if left blank) will pay installments due after closing. If Seller is checked, Seller will pay the assessment in full before or at the time of closing. Public body does not include a Homeowners' or Condominium Association. (e) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY Buyer) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 4 of 8 pages. VAC-1 x Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 222 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 223 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE ,24 COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION. 225 (f) Foreign Investment in Real Property Tax Act ("FIRPTA"): If Seller is a "foreign person" as defined by 226 FIRPTA, Seller and Buyer will comply with FIRPTA, which may require Seller to provide additional cash at 227 closing. 228 (g) 1031 Exchange: If either Seller or Buyer wish to enter into a like -kind exchange (either simultaneously with 229 closing or after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate 230 in all reasonable respects to effectuate the Exchange including executing documents, provided, however, that 231 the cooperating party will incur no liability or cost related to the Exchange and that the closing will not be 232 contingent upon, extended, or delayed by the Exchange. 233 11. Computation of Time: Calendar days will be used when computing time periods, except time periods of 5 days 234 or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal 235 holidays specified in 5 U.S.C. 6103(a). Other than time for acceptance and Effective Date as set forth in Paragraph 236 3, any time periods provided for or dates specified in this Contract, whether preprinted, handwritten, typewritten or 237 inserted herein, which shall end or occur on a Saturday, Sunday, or national legal holiday (see 5 U.S.C. 6103) 238 shall extend until 5:00 p.m. (where the Property is located) of the next business day. Time is of the essence in 239 this Contract. 240 12. Risk of Loss; Eminent Domain: If any portion of the Property is materially damaged by casualty before closing 241 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain 242 proceedings or an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may 243 terminate this Contract by written notice to the other within 10 days after Buyer's receipt of Sellers notification, 244 and Buyer's deposit(s) will be returned, failing which Buyer will close in accordance with this Contract and receive 245 all payments made by the governmental authority or insurance company, if any. 246 13. Force Majeure: Seller or Buyer will not be required to perform any obligation under this Contract or be liable to 247 each other for damages so long as the performance or non-performance of the obligation is delayed, caused, or 248 prevented by an act of God or force majeure. An "act of God or "force majeure" is defined as hurricanes, ,49 earthquakes, floods, fire, unusual transportation delays, wars, insurrections, and any other cause not reasonably J within the control of Seller or Buyer and which by the exercise of due diligence the non -performing party is unable 251 in whole or in part to prevent or overcome. All time periods, including Closing Date, will be extended for the period 252 that the act of God or force majeure is in place. However, in the event that such act of God or force majeure event 253 continues beyond 30 days, either party may terminate this Contract by delivering written notice to the other; and 254 Buyer's deposit(s) will be returned. 255 14. Notices: All notices will be in writing and delivered to the parties and Broker by mail, personal delivery, or 256 electronic means. Buyer's failure to timely deliver written notice to Seller, when such notice is required by 257 this Contract, regarding any contingency will render that contingency null and void, and this Contract will 258 be construed as if the contingency did not exist. Any notice, document, or item delivered to or received by 259 an attorney or licensee (including a transactions broker) representing a party will be as effective as if 260 delivered to or received by that party. 261 15. Complete Agreement; Persons Bound: This Contract is the entire agreement between Seller and Buyer. 262 Except for brokerage agreements, no prior or present agreements will bind Seller, Buyer, or Broker unless 263 incorporated into this Contract. Modifications of this Contract will not be binding unless in writing, signed or 264 initialed, and delivered by the party to be bound. Electronic signatures will be acceptable and binding. This 265 Contract, signatures, initials, documents referenced in this Contract, counterparts, and written modifications 266 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. 267 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any 268 provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully 269 effective. Seller and Buyer will use diligence and good faith in performing all obligations under this Contract. This 270 Contract will not be recorded in any public record. The terms "Seller," "Buyer," and "Broker" may be singular or 271 plural. This Contract is binding on the heirs, administrators, executors, personal representatives, and assigns, if 272 permitted, of Seller, Buyer, and Broker. 273 16. Default and Dispute Resolution: This Contract will be construed under Florida law. This Paragraph will survive 274 closing or termination of this Contract. (a) Seller Default: If Seller fails, neglects, or refuses to perform Seller's obligations under this Contract, Buyer may elect to receive a return of Buyer's deposit(s) without thereby waiving any action for damages resulting Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 5 of 8 pages. VAC-14xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 277 278 79 280 281 282 283 28 from Seller's breach and may seek to recover such damages or seek specific performance. Seller will also be liable for the full amount of the brokerage fee. including payment of deposit(s), within the time(s) specified, Seller may elect t deposit(s), paid and agreed to be paid, for the accoun consideration for execution of will n e e• upon liquidated damages, In ull settlement of any claims, whereupon Seller and Buyer urther obligations under this Contract; or Seller, at Seller's option, may proceed in 285 17. Attorney's Fees; Costs: In any litigation permitted by this Contract, the prevailing party shall be entitled to 286 recover from the non -prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting 287 the litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 288 18. Escrow Agent; Closing Agent: Seller and Buyer authorize Escrow Agent and closing agent (collectively 289 "Agent") to receive, deposit, and hold funds and other items in escrow and, subject to Collection, disburse them 290 upon proper authorization and in accordance with Florida law and the terms of this Contract, including disbursing 291 brokerage fees. "Collection" or "Collected" means any checks tendered or received have become actually and 292 finally collected and deposited in the account of Agent. The parties agree that Agent will not be liable to any person 293 for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this 294 Contract or gross negligence. If Agent interpleads the subject matter of the escrow, Agent will pay the filing fees 295 and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed 296 funds or equivalent and charged and awarded as court costs in favor of the prevailing party. 297 19. Professional Advice; Broker Liability: Broker advises Seller and Buyer to verify all facts and representations 298 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting this 299 Contract, determining the effect of laws on the Property and this transaction, status of title, foreign investor 300 reporting requirements, the effect of property lying partially or totally seaward of the CCCL, etc.) and for tax, 301 property condition, environmental, and other specialized advice. Buyer acknowledges that all representations 302 (oral, written, or otherwise) by Broker are based on Seller representations or public records. Buyer agrees to rely 303 solely on Seller, professional inspectors, and government agencies for verification of the Property ')4 condition and facts that materially affect Property value. Seller and Buyer respectively will pay all costs and expenses, including reasonable attorneys' fees at all levels, incurred by Broker and Broker'sofficers, directors, 306 agents, and employees in connection with or arising from Seller's or Buyer's misstatement or failure to perform 307 contractual obligations. Seller and Buyer hold harmless and release Broker and Broker's officers, directors, 308 agents, and employees from all liability for loss or damage based on (i) Seller's or Buyer's misstatement or failure 309 to perform contractual obligations; (ii) the use or display of listing data by third parties, including, but not limited to, 310 photographs, images, graphics, video recordings, virtual tours, drawings, written descriptions, and remarks related 311 to the Property; (iii) Broker's performance, at Seller's or Buyer's request, of any task beyond the scope of 312 services regulated by Chapter 475, Florida Statutes, as amended, including Broker's referral, recommendation, or 313 retention of any vendor; (iv) products or services provided by any vendor; and (v) expenses incurred by any 314 vendor. Seiler and Buyer each assume full responsibility for selecting and compensating their respective vendors. 315 This Paragraph will not relieve Broker of statutory obligations. For purposes of this Paragraph, Broker will be 316 treated as a party to this Contract. This Paragraph will survive closing. 317 20. Commercial Real Estate Sales Commission Lien Act: If the Property is commercial real estate as defined by 318 Section 475.701, Florida Statutes, the following disclosure will apply: The Florida Commercial Real Estate Sales 319 Commission Lien Act provides that when a broker has earned a commission by performing licensed services 320 under a brokerage agreement with you, the broker may claim a lien against your net sales proceeds for the 321 broker's commission. The broker's lien rights under the act cannot be waived before the commission is earned. 322 21. Brokers: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to 323 closing agent: Seller and Buyer direct Closing Agent to disburse at Closing the full amount of the brokerage 324 fees as specified in separate brokerage agreements with the parties and cooperative agreements between the 325 Brokers, except to the extent Broker has retained such fees from the escrowed funds. This Paragraph will not be 326 used to modify any MLS or other offer of compensation made by Seller or listing broker to cooperating brokers. 327 N/A 32R Seller's Sales Associate/License No, N/A Buyer's Sales Associate/License No. Buyer (dam) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 6 of 8 pages. VAC-1Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 329 N/A N/A 330 Seller's Sales Associate Email Address Buyer's Sales Associate Email Address 11 332 N/A N/A 333 Seller's Sales Associate Phone Number Buyer's Sales Associate Phone Number 334 335 N/A N/A 336 Listing Brokerage Buyer's Brokerage 337 338 N/A N/A 339 Listing Brokerage Address Buyer's Brokerage Address 340 22. Addenda: The following additional terms are included in the attached addenda and incorporated into this Contract 341 (Check if applicable): 342 ❑ A. Back-up Contract 343 ❑ B. Kick Out Clause 344 0 C. Other Addendum to Vacant Land Contract 345 23. Additional Terms: 346 347 348 349 350 351 352 353 354 355 358 359 360 361 COUNTER-OFFER/REJECTION 362 ❑ Seller counters Buyer's offer (to accept the counter-offer, Buyer must sign or initial the counter -offered terms and 363 deliver a copy of the acceptance to Seller). 364 ❑ Seller rejects Buyer's offer 365 [The remainder of this page is intentionally left blank. 366 This Contract continues with Line 367 on Page 8 of 8.] Buyer (j) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 7 of 8 pages. VAC-14xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 7 This is intended to be a legally binding Contract. If not fully understood, seek the advice of an attorney before ,a8 signing. 369 370 371 372 373 374 375 376 377 378 ATTENTION: SELLER AND BUYER CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692, Sections 692.201 - 692.205, Florida Statutes, 2023 (the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers who are associated with a "foreign country of concern", namely: the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic. It is a crime to buy or knowingly sell property in violation of the Act. At time of purchase, Buyer must provide a signed Affidavit which complies with the requirements of the Act. Seller and Buyer are advised to seek legal counsel regarding their respective obligations and liabilities under the Act. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute 379 Buyer: Date: 380 Print name: James McQueen Title: Executive Director Approved as to Form: 381 guyeffDate: Vincent T. Brown, Staff Counsel 382 Print name: 383 Buyer's address for purpose of notice: Address: ad5 Phone: Fax: Email: CIPRICO HOLDINGS, LLC, a Florida limited liability company 386 Seller: Date: 387 Print name: Ralph DeFronzo Title: Manager 388 Seller: Date: 389 Print name: 390 Seller's address for purpose of notice: 391 Address: c o Holland R Knight, I / P Altn Shawn S dmu/al Fcr� 392 Phone: 305-789-7591 Fax: 305-789-7799 Email: shawn.arnuial(a.hklaw.com Florida REALTORS' makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR®. REALTOR® is a registered collective membership mark which may be used only be real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS® and who subscribe to its Code of Ethics. The copyright laws of United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. Buyer ( ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 8 of 8 pages. VAC-14xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 ADDENDUM NO. ONE TO THAT CERTAIN VACANT LAND CONTRACT DATED MAY , 2024 BETWEEN CIPRICO HOLDINGS, LLC, a Florida limited liability company , AS SELLER, AND SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute, AS BUYER This Addendum No. One ("Addendum") is to be made part of, and incorporated into, the Commercial Contract dated as of the date hereof, ("Contract") between: CIPRICO HOLDINGS, LLC, a Florida limited liability company, (collectively, as "Seller") and SOUTIEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute, ("Buyer") for the property described in Exhibit A attached hereto ("Property"). Buyer and Seller may each be referred to herein as a "Party" and collectively as the "Parties". The Contract and this Addendum together constitute the "Agreement". The Seller and the Buyer agree as follows: 1. LIMITATION OF SELLER'S LIABILITY AND BUYER'S WAIVER OF IMPORTANT RIGHTS: BUYER AGREES THAT BUYER IS BUYING THE PROPERTY "AS IS" (AS MORE FULLY SET FORTH IN SECTION 4 OF THIS ADDENDUM). BUYER AGREES THAT SELLER SHALL NOT BE LIABLE TO BUYER UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, THEORY, OR CAUSE OF ACTION ARISING OUT OF OR RELATED IN ANY WAY TO ANY CLAIM, INCLUDING, BUT NOT LIMITED TO, THE AFOREMENTIONED CLAIMS. SELLER'S LIMITATION OF LIABILITY AND BUYER'S WAIVERS PROVIDED IN THE AGREEMENT ARE A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER. BUYER AND SELLER WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED IN ANY WAY TO THE AGREEMENT. THE BUYER FURTHER WAIVES THE FOLLOWING, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) ANY CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO -1- BUYER (initials) SELLER (initials) ENCROACHMENTS, EASEMENTS, BOUNDARIES, SHORTAGES IN AREA OR ANY OTHER MATTER THAT WOULD BE DISCLOSED OR REVEALED BY A SURVEY OR INSPECTION OF THE PROPERTY OR SEARCH OF PUBLIC RECORDS; AND (B) ANY CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO THE SQUARE FOOTAGE, SIZE, OR LOCATION OF THE PROPERTY, OR ANY INFORMATION PROVIDED ON THE MULTIPLE LISTING SERVICE, OR BROCHURES OR WEB SITES OF SELLER OR SELLER'S AGENT OR BROKER References to the "Seller" in this Section 1 of this Addendum shall include the Seller and the Indemnified Parties (as defined in Section 14 of this Addendum, and all references in this Addendum to "Indemnified Parties" or "INDEMNIFIED PARTIES" shall have the meaning set forth in Section 14. 2. Effective Date: The date of Seller's execution of this Addendum shall be the "Effective Date" of the Agreement, notwithstanding any prior understanding or agreement with respect to the terms set forth herein. The Agreement shall be null and void if the Agreement signed by the Buyer is not actually received by the Seller before the Seller accepts a competing offer, or gives verbal or written notice of revocation to the Buyer, the Buyer's agent or attorney, or the listing agent. The Agreement must be approved by the Seller's management, and must be signed by all parties in order to be binding. Seller acknowledges that Buyer must obtain approval from Buyer's Board of Commissioners ("BOC Approval"), and that BOC Approval must be received during the Inspection Period. 3. SIMULTANEOUS CLOSING CONTINGENCY: BUYER AND FRONTIER FUELS INC., A WYOMING CORPORATION AND FLEET FINANCE & MORTGAGE, INC., A FLORIDA CORPORATION (COLLECTIVELY, AS "SELLER TWO") ARE PARTIES TO THAT CERTAIN VACANT LAND CONTRACT (THE "SECOND CONTRACT"), DATED AS OF THE DATE HEREOF, PURSUANT TO WHICH BUYER HAS AGREED TO PURCHASE, AND SELLER TWO HAS AGREED TO SELL, THAT CERTAIN REAL PROPERTY LOCATED AT: (A) 457 N.W. 8 ST., MIAMI, FL 33136 (TAX FOLIO NO. 01-0103-030-1030); (B) 721 N.W. 6 AVE., MIAMI, FL 33136 (TAX FOLIO NO. 01-0104-090-1150); (C) 729 N.W. 6 AVE., MIAMI, FL 33136 (TAX FOLIO NO. 01-0104-090-1120); (D) 432 NW 7 ST., MIAMI, FL 33136 (TAX FOLIO NO. 01-0105-030-1020); AND (E) 444 NW 7 ST., MIAMI, FL 33136 (TAX FOLIO NO. 01-0105-030-1030) (THE "SECOND PROPERTY"), IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE SECOND CONTRACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT SHALL BE A CONDITION PRECEDENT TO SELLER'S OBLIGATION TO CLOSE UNDER THIS CONTRACT THAT BUYER CLOSE ON THE PURCHASE OF THE SECOND PROPERTY (SIMULTANEOUSLY WITH THE PURCHASE OF THE PROPERTY) IN ACCORDANCE WITH THE SECOND CONTRACT. BUYER'S FAILURE TO BUYER (initials) SELLER (initials) -2- CLOSE UNDER THE SECOND CONTRACT SHALL CONSTITUTE A DEFAULT BY BUYER UNDER THIS CONTRACT. 4. Disclosures: (A) The Property may be subject to unpaid special assessment lien(s) imposed by a public body ("public body"). Such lien(s), if any, whether certified, confirmed and ratified, pending, or payable in installments, as of Closing, shall be paid by Seller at Closing. (B) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU IIAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 5. CONDITION OF PROPERTY: AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER, THE BUYER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE BUYER ACKNOWLEDGES THAT THE SELLER, AND ITS AGENTS, BROKERS, AND REPRESENTATIVES HAVE NOT MADE, AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN, WITH RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING, BUT NOT LIMITED TO, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY; (B) THE CONFORMITY OF THE PROPERTY TO ANY ZONING, LAND USE OR BUILDING CODE REQUIREMENTS OR COMPLIANCE WITH ANY LAWS, STATUTES, RULES, ORDINANCES, OR REGULATIONS OF ANY BUYER (initials) D SELLER (initials) -3- FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR THE GRANTING OF ANY REQUIRED PERMITS OR APPROVALS, IF ANY, OF ANY GOVERNMENTAL BODIES THAT HAD JURISDICTION OVER THE PROPERTY; (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, INCLUDING EXHIBITORY VICES AND DEFECTS, APPARENT OR NON -APPARENT OR LATENT, THAT NOW EXIST OR MAY HEREAFTER EXIST AND THAT, IF KNOWN TO BUYER, WOULD CAUSE BUYER TO REFUSE TO PURCHASE THE PROPERTY; AND (D) THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE PROPERTY. SUCH MATTERS MAY BE EXCLUDED FROM THE TITLE INSURANCE POLICY. Buyer shall release to Seller all reports and other work generated as a result of the Inspections. 6. Environmental Hazards: In the event the Property is affected by an environmental hazard discovered during the inspection period set forth in Section 9(a)(1) of the Contract, either Party may terminate the Agreement pursuant to the provisions set forth in said Section 9(a)(1). In the event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property (as evidenced by Buyer and Seller proceeding to close) despite the presence of an environmental hazard, the Buyer releases the Seller and the Indemnified Parties from any Claims arising out of or relating in any way to the environmental hazard or conditions of the Property, and Buyer agrees to also execute an additional general release at closing, in a form acceptable to Seller, related to the environmental hazard if Seller so requests. In the event the Buyer elects not to execute the additional release, Seller may, at the Seller's sole discretion, terminate the Agreement upon notice given to Buyer. 7. Notice of Violations: In the event the Seller has received, or receives prior to closing, any official notice that the Property is in violation of any laws or regulations, the Seller may terminate the Agreement or delay the date of closing. Buyer understands and agrees that Seller is under no obligation whatsoever to cure any violation whatsoever or any fines, penalties or liens arising there from. If there is an enforcement proceeding arising from allegations of such violations before an enforcement board, special master, court or similar enforcement body, and Seller does not terminate the Agreement, nor Buyer terminates the Agreement, pursuant to the time periods outlined in Section 9(a)(1) of the Contract, the Buyer agrees (a) to accept the Property subject to the violations, and (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement BUYER (initials) Ji] SELLER (initials) -4- proceedings. Buyer agrees to execute for closing any and all documents necessary or required by any agency with jurisdiction over the Property and to resolve the deficiencies as soon as possible after the closing. 8. Real Estate Taxes: Seller acknowledges that Buyer is a tax-exempt governmental entity. Seller will be responsible for complying with Section 196.295 of the Florida Statutes prior to Closing. The requirements for compliance with Section 196.295 provided by the Miami -Dade County Property Appraiser will be as follows: (A) Once the Closing Date has been determined, Closing Agent will submit a written formal request to the Miami -Dade County Property Appraiser's Office via e-mail or regular mail for a proration letter. A proration letter will be provided by Property Appraiser displaying the prorated amount of taxes due to date of closing. (B) Taxes will be prorated on the Closing Statement based on the amount set forth in the Property Appraiser's letter. If taxes for the year of closing are unknown on the Closing Date, the amount prorated shall be based on the amount set forth in the Property Appraiser's letter plus an additional 25% of the tax proration (the additional 25% is the "Tax Escrow") to cover any additional taxes required to be paid upon issuance of the closing year's tax bill for the Property. After the Closing, Closing Agent will submit to the Tax Collector the Property Appraiser's escrow letter and the prorated tax amount of taxes stated to be due in the Property Appraiser's letter, and obtain a receipt for the deposit of the estimated taxes. Closing Agent will provide a copy of the Tax Collector receipt to Buyer. (C) After issuance of the actual tax bill for the Property, and upon request by Seller, Closing Agent will refund to Seller any excess funds remaining in the Tax Escrow. 9. Closing Costs and Adjustments: (A) Other than real estate taxes which will be subject to the provisions of Section 7, The Buyer and the Seller agree to prorate the following expenses as of closing and funding: municipal water and sewer charges, if any, utility charges, common area charges, condominium or planned unit development or similar community assessments, co-operative fees, maintenance fees, and rents, if any. In determining prorations, the Closing Date shall be allocated to the Buyer. Payment of special assessment district bonds and assessments shall be paid current by the Seller as of the Closing. If the current year's assessment is not available, the Property taxes shall be prorated based on an estimate or actual taxes from the previous year on the Property. All prorations shall be based upon a 30-day month and all such prorations shall be final. The Seller shall not be responsible for any amounts due after the closing date, -5- BUYER (initials) SELLER (initials) or to be paid after closing, including, but not limited to, any taxes, penalties or interest assessed or due as a result of retroactive, postponed or additional taxes resulting from any change in use of, or construction on, or improvement to the Property, or an adjustment in the appraised or assessed value of the Property. If the Property is heated by, or has storage tanks for fuel oil, liquefied petroleum gases, or similar fuels, the Buyer will buy the fuel in the tank at closing at the current price as calculated by the supplier. In the event the Seller has paid any taxes, special assessments, or other fees and there is a refund of any such taxes, assessments, or fees after closing, Buyer, as the then current owner of the Property, or the closing agent, in the event of a holdback for payment of such items, shall immediately remit the refund to the Seller. (B) Any and all fines, fees, and costs associated with all recorded or unrecorded code violations, liens arising from code violations, local improvement liens, unpaid waste, liens or fines for unpaid waste, unpaid water, liens or fines for unpaid water and any other cost, lien or fine that may appear as a result of the lien letters generated by a lien search on the property (the "Lien Letters") may be paid by Seller in Seller's sole and absolute discretion. Any attempt by the Seller to pay for such cost, assessment, special assessment, lien or fine shall not impose an obligation upon the Seller to pay for said cost, assessment, special assessment, lien or fine. Buyer shall obtain Lien Letters within 30 days after the Effective Date. If Buyer does not give notice to Seller of any objections to the results of the Lien Letters at least 30 days prior to the Closing Date, then the Lien Letters will be deemed acceptable to Buyer. If Buyer gives notice of objections to the results set forth in the Lien Letters at least 30 days prior to the Closing Date, Seller will have the option, in Seller's sole and absolute discretion, either to: (a) satisfy such objections on or before the Closing Date or (b) notify Buyer within 7 days that Seller is unable or unwilling to satisfy such objections; if Seller gives this latter notice to Buyer, then Buyer shall notify Seller, within 7 days thereafter, if Buyer has elected (in its sole and absolute discretion) to either: (i) accept the results in the Lien Letters subject to the matters to which Buyer has made objection (i.e., Buyer assumes responsibility for all such costs, assessments, special assessments, liens or fines and proceeds to close this transaction) or (ii) terminate the Contract by delivery to Seller of notice of such termination. If Buyer elects to terminate the Contract, Buyer's deposit will be returned to Buyer by Escrow Agent, and all further rights and obligations of the parties under the Contract will terminate. 10. Closing: Closing shall be held on or before 15 days after the end of the Due Diligence Period (the "Closing Date") at the Seller's office located at 701 Brickell Avenue, Suite 3300, Miami, Florida 33131, at the office of the Buyer's attorney, at 2800 Ponce de Leon Boulevard, Suite 1200, Coral Gables, Florida 33134, or at any other place designated by the Seller within the county where the property is located. 11. Delivery of Possession of Property: The Seller shall deliver possession of the Property to the Buyer on the Closing Date and funding of the sale. BUYER (initials) SELLER (initials) -6- 12. Title: (A) Deed: The deed to be delivered at closing shall be a quitclaim deed conveying only Seller's title and interest, if any, in the Property, to Buyer without any warranties or covenants. Any reference to the term "deed" or "Quitclaim Deed" herein shall be construed to refer to such form of deed. (B) Title Defects: (i) The Seller is not obligated to (A) remove any exception, (B) bring any action or proceeding or bear any expense in order to convey title to the Property, or (C) make the title marketable or insurable. (ii) Buyer shall obtain a title commitment for an owner's title insurance policy (the "Title Commitment") within 30 days after the Effective Date. If Buyer does not give notice to Seller of any objections to the conditions and exceptions set forth in the Title Commitment at least 30 days prior to the Closing Date ("Buyer's Title Objection Notice"), then the Title Commitment will be deemed acceptable to Buyer, and Buyer will accept title to the Property subject to such covenants, restrictions, easements, and reservations as may be set forth in the Title Commitment. If Buyer gives notice of objections to the conditions and exceptions set forth in the Title Commitment at least 30 days prior to the Closing Date, Seller will have the option in Seller's sole and absolute discretion either to (a) satisfy such. objections on or before the Closing Date or (b) notify Buyer within 7 days that Seller is unable or unwilling to satisfy such objections. If Seller gives such notice to Buyer, then Buyer will have the option in Buyer's sole and absolute discretion either to (i) elect to accept title to the Property subject to the matters to which Buyer has made objection or (ii) elect to terminate the Contract by delivery to Seller of notice of such termination. If Buyer elects to terminate the Contract, Buyer's deposit will be returned to Buyer by Escrow Agent, and all further rights and obligations of the parties under the Contract will terminate. (iii) If the title company issuing the Title Commitment will not insure title and delete the standard exceptions due to the Quit Claim Deed or the Seller's refusal to provide the items required by the title company to delete the standard exceptions as set forth in section (C) below, the Buyer may include these items on the Buyer's Title Objection Notice and the same will be treated in the same manner as set forth in Section 9(B)(ii). (C) Seller is not required to eliminate: (i) The standard exception set forth in the Title Cornrnitment for: (1) taxes for BUYER (initials) SELLER (initials) the year of the effective date of this commitment and taxes for special assessments which are not shown as existing liens by the public records; (2) rights or claims of parties in possession not shown by the public records; (3) easements or claims of easements not shown by the public records; (4) any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. (ii) The standard exception set forth in the Title Commitment for easements, or claims of easements, not shown by the public records, encroachments, overlaps, boundary line disputes, and any other matters. (iii) Any exception for: fines or penalties arising out of any recorded or unrecorded building violations; any recorded or unrecorded code violations, any claims of lien arising from code violations, any recorded or unrecorded local improvement liens, nor any lien or fine provided by County Ordinance or by Ch. 159, F.S., in favor of any city, town, village or port authority, for unpaid waste, unpaid water and any other service charges. (iv) The standard exception for any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands, and lands accreted to such lands. (D) Survey: Buyer, at Buyer's expense, within the time allowed to deliver evidence of title and to examine same, may have the property surveyed and certified by a registered Florida surveyor. (E) Restrictions; Easements, Limitations: Seller shall convey title subject to: comprehensive land use plans, zoning, restrictions, prohibition and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; outstanding oil, gas and mineral rights of record without right of entry; unplatted public utility easements of record; and taxes for the year of Closing and subsequent years. Seller does not warrant nor represent that there is ingress or egress to the real property sufficient for its intended use. The Seller is not obligated to remove any exception. (F) Flood Zone: Buyer is advised to verify with appropriate government agencies which flood zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property and rebuilding in the event of casualty. (G) Government Regulation: Buyer is advised that changes in government regulations and levels of service which affect Buyer's intended use of the Property, that occur after the Feasibility Period, will not be grounds for canceling this Contract. (H) Zoning: If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller MAY sign, in its sole and absolute -8- BUYER (initials) SELLER (initials) discretion, documents Buyer is required to file in connection with development or rezoning approvals. 13. Representations and Warranties of Buyer: In addition to Buyer's representations and warranties made elsewhere herein, the Buyer represents and warrants to the Seller the following: (A) The Buyer is purchasing the Property solely in reliance on its own investigation and inspection of the Property and not on any information, representation or warranty provided or to be provided by the Seller, its servicers, representatives, brokers, employees, agents, or assigns, including, but not limited to, any information provided on any brochures or web sites of Seller or Seller's agents or brokers, or any information on the Multiple Listing Service; (B) Neither the Seller, nor its servicers, employees, representatives, brokers, agents or assigns, has made any representations or warranties, implied or express, relating to the condition of the Property or the contents thereof; and (C) The Buyer has not relied on any representation or warranty from the Seller, or Seller's agents or brokers regarding the nature, quality, or workmanship of any repairs made by the Seller. 14. Representations and Warranties of Buyer: (A) Seller has full power and authority to enter into and perform this Agreement in accordance with its terms. 15. Seller's Remedies for Buyer's Default: In the event of Buyer's material breach or material misrepresentation of any fact under the terms of the Agreement, (1) the Seller shall retain the Non -Refundable Deposit, (2) the Seller is automatically released from the obligation to sell the Property to the Buyer, and (3) Seller and the Indemnified Parties shall not be liable to the Buyer for any Claims arising out of or relating in any way to the Seller's failure to sell and convey the Property to Buyer. 16. Representations and Warranties of Seller: Notwithstanding anything to the contrary herein (including, without limitation, any language to contrary in the Contract) Buyer hereby recognizes and agree that Seller makes no representation, warranty or covenant as to Seller's title to, or interest in, the Property. 17. Indemnification: The Buyer agrees to indemnify, defend and hold harmless Seller, and its affiliates, subsidiaries, parent company, representatives, agents, officers, directors, employees, attorneys, shareholders, servicers, tenants, brokers, predecessors, successors, and assigns ("Indemnified Parties") from and against any and all claims, causes of action, whether administrative or judicial, losses, costs (including any and all reasonable attorneys' fees, court costs, and reasonable costs of investigation, litigation, and settlement), -9_ BUYER (initials) SELLER (initials) expenses, sanctions, curtailments, interest, liabilities, penalties, fines, demands, liens, judgments, compensation, fees, loss of profits, injuries, death, and/or damages, of any kind whatsoever, whether known or unknown, fixed or contingent, joint or several, criminal or civil, or in law or in equity ("Claims") arising from, in connection with, or in any way relating to inspections or repairs made by the Buyer or its agents, representatives, brokers, employees, contractors, successors or assigns. 18. Risk of Loss: If after the effective date, the property is damaged by fire, destruction, or other casualty loss to the Property after the Seller's acceptance of the Agreement and prior to closing and funding, the Seller may, at its sole discretion, repair or restore the Property, or either Party may terminate the Agreement. If the Seller elects to repair or restore the Property, then the Seller may, at its sole discretion, limit the amount to be expended. If the Seller elects to repair or restore the Property, the Buyer shall acquire the Property in its AS -IS condition at the time of such acquisition at the purchase price with no reduction for such loss. 19. Severability: If any provision of the Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired thereby, and no provision shall be deemed dependent upon any other provision unless so expressed herein. 20. Teuuination of Agreement: If either Party terminates the Agreement when permitted to do so, the Parties shall have no further obligation to each other. 21. Assignment of Agreement: The Buyer shall not assign the Agreement. The Seller may assign the Agreement at its sole discretion without prior notice to, or consent of, the Buyer. 22. Modification and Waiver: No provision, term or clause of the Agreement shall be revised, modified, amended or waived, except by an instrument in writing signed by the Buyer and the Seller. The waiver by any Party of a breach of the Agreement shall not operate or be construed as a waiver of any other or subsequent breach. No course of dealing between the Parties shall operate as a waiver of any provision of the Agreement. 23. Intentionally Omitted. 24. Rights of Others: The Agreement does not create any rights, claims or benefits inuring to any person or entity, other than Seller's successors and/or assigns, that is not a Party to the Agreement, nor does it create or establish any third party beneficiary to the Agreement. 25. Counterparts and Facsimile: The Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. A signed facsimile or photocopy of the Agreement shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an originally signed agreement for all purposes, including all matters of evidence and the "best evidence" rule. BUYER (initials) SELLER (initials) -10- 26. Headings: The titles to the sections and headings of various paragraphs of the Agreement are placed for convenience of reference only, and in case of conflict the text of the Agreement, rather than such titles or headings, shall control. 27. Gender: Unless the context otherwise requires, singular nouns and pronouns, when used herein, shall be deemed to include the plural of such nouns or pronouns, and pronouns of one gender shall be deemed to include the equivalent pronoun of the other gender. 28. Force Majeure: No Party shall be responsible for delays or failure of performance resulting from acts of God, riots, acts of war, epidemics, power failures, earthquakes or other disasters, providing such delay or failure of performance could not have been prevented by reasonable precautions and cannot reasonably be circumvented by such Party through use of alternate sources, workaround plans, or other means. 29. Attorney Review: The Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any Party because that Party drafted the Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of the Agreement. 30. Dispute Resolution: THIS CONTRACT WILL BE CONSTRUED UNDER FLORIDA LAW. VENUE AND JURISDICTION SHALL BE EXCLUSIVELY IN MIAMI-DADE COUNTY, FLORIDA. ALL CONTROVERSIES, CLAIMS, AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS, AND OTHER MATTERS IN QUESTION ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THIS CONTRACT OR ITS BREACH OR ANY OTHER DOCUMENTS SIGNED BY THE PARTIES IN CONNECTION THEREWITH WILL BE SETTLED IN THE CIRCUIT COURT OF THE 11 TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA. 31. EFFECT OF ADDENDUM: THIS ADDENDUM AMENDS AND SUPPLEMENTS THE CONTRACT. IN THE EVENT THERE IS ANY CONFLICT BETWEEN THIS ADDENDUM AND THE CONTRACT, THE TERMS OF THIS ADDENDUM TAKE PRECEDENCE AND SHALL PREVAIL. The undersigned, if executing the Agreement on behalf of a Seller and/or a Buyer that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by that entity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement and shall provide Seller with proof of such authority upon execution of the Agreement. 32. Corporate or Other Legal Entity: The undersigned, if executing the Agreement on behalf of a Seller and/or a Buyer that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by that entity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement and shall provide Seller with proof of such authority upon execution of the Agreement. Seller shall comply with the provisions of Section 286.23, Florida Statutes, regarding disclosure of beneficial interest at least ten (10) days prior to the Closing Date. BUYER (initials) SELLER (initials) -11- 33. Initials: Buyer and Seller agree to all of the terms in the Agreement whether any provision or page is separately initialed or not. For emphasis some sections or provisions in the Agreement contain a place for Buyer and/or Seller to separately initial, but the failure by Buyer or Seller to initial any section, provision, or page in the Agreement shall not affect the enforceability of any term or provision in the Agreement. 34. Entire Agreement: The Agreement (including any disclosure of information on lead based paint or hazards, and other disclosure forms or notices required by law to be provided to Buyer) constitutes the entire agreement between the Buyer and the Seller concerning the subject matter hereof and supersedes all previous written and oral communications, understandings, representations, warranties, covenants, and agreements. Further, Buyer and Seller represent that there are no oral or other written agreements between the Parties. ALL NEGOTIATIONS ARE MERGED INTO THE AGREEMENT, AND NO ORAL OR WRITTEN, EXPRESS OR IMPLIED, PROMISES, REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS, COMMUNICATIONS, AGREEMENTS, OR INFORMATION MADE OR PROVIDED BY THE SELLER, OR SELLER'S EMPLOYEES, AGENTS, REPRESENTATIVES, OR BROKERS, INCLUDING, BUT NOT LIMITED TO ANY INFORMATION ON SELLER'S OR SELLER'S AGENT OR BROKER'S WEB SITES, SALES BROCHURES, OR ON THE MULTIPLE LISTING SERVICE SHALL BE DEEMED VALID OR BINDING UPON THE SELLER, UNLESS EXPRESSLY INCLUDED IN THE AGREEMENT. 35. Time: Calendar days shall be used in computing time periods except periods of less than six (6) days, in which event Saturdays, Sundays, and state or national legal holidays shall be excluded. Any time periods provided for herein which shall end on Saturday, Sunday, or state or national legal holiday shall extend to 5:OOp.m. Eastern Standard Time of the next business day. Time is of the essence in this contract. 36. Attorneys' Fees, Court Costs, and Legal Expenses: In any action, proceeding, or arbitration arising out of, brought under, or relating to the terms or enforceability of the Agreement the prevailing Party shall be entitled to recover from the losing Party all reasonable attorneys' fees, costs, and expenses incurred in such action, proceeding, or arbitration. 37. LANGUAGE IN BOLD OR CAPITALIZED: FOR EMPHASIS AND BUYER'S BENEFIT SOME PROVISIONS HAVE BEEN BOLDED AND/OR CAPITALIZED (LIKE THIS SECTION), BUT EACH AND EVERY PROVISION IN THIS ADDENDUM IS SIGNIFICANT AND SHOULD BE REVIEWED AND UNDERSTOOD. NO PROVISION SHOULD BE IGNORED OR DISREGARDED BECAUSE IT IS NOT IN BOLD OR EMPHASIZED IN SOME MANNER, AND THE FAILURE TO BOLD, CAPITALIZE, OR EMPHASIZE IN SOME MANNER ANY TERMS OR PROVISIONS IN THIS ADDENDUM SHALL NOT AFFECT THE ENFORCEABILITY OF ANY TERMS OR PROVISIONS. -12- BUYER (initials) SELLER (initials) IN WITNESS WHEREOF, the Buyer and the Seller have entered into this Addendum effective as of the date it is executed by Seller as set forth below. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT, IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING THIS INSTRUMENT. BUYER: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute Signature: Print Nam/fames McQueen Title: Executive Director Date: Approved as to form: By: Print Name: Vincent T. Brown, Esq. Title: Staff Counsel Date: BUYER (initials) -13- SELLER: CIPRICO HOLDINGS, LLC, a Florida corporation Signature: Print Name: Ralph DeFronzo Title: Manager Date: SELLER (initials) Exhibit A "Property" 813 NW 5th Ave., Miami, FL 33136 (Tax Folio No. 01-0103-030-1050): The South 45 Feet of North 90 Feet of Lots 11 and 12, Block 33, MIAMI NORTH, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. -14- BUYER (initials) SELLER (initialg; ADDENDUM NO. ONE TO THAT CERTAIN VACANT LAND CONTRACT DATED MAY , 2024 BETWEEN FRONTIER FUELS INC., a Wyoming corporation and FLEET FINANCE & MORTGAGE, INC., a Florida corporation, collectively, AS SELLER, AND SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute, AS BUYER This Addendum No. One ("Addendum") is to be made part of, and incorporated into, the Commercial Contract dated as of the date hereof, ("Contract") between: FRONTIER FUELS INC., a Wyoming corporation and FLEET FINANCE & MORTGAGE, INC., a Florida corporation, (collectively, as "Seller") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute, ("Buyer") for the property described in Exhibit A attached hereto ("Property"). Buyer and Seller may each be referred to herein as a "Party" and collectively as the "Parties". The Contract and this Addendum together constitute the "Agreement". The Seller and the Buyer agree as follows: 1. LIMITATION OF SELLER'S LIABILITY AND BUYER'S WAIVER OF IMPORTANT RIGHTS: BUYER AGREES THAT BUYER IS BUYING THE PROPERTY "AS IS" (AS MORE FULLY SET FORTH IN SECTION 4 OF THIS ADDENDUM). BUYER AGREES THAT SELLER SHALL NOT BE LIABLE TO BUYER UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, THEORY, OR CAUSE OF ACTION ARISING OUT OF OR RELATED IN ANY WAY TO ANY CLAIM, INCLUDING, BUT NOT LIMITED TO, THE AFOREMENTIONED CLAIMS. SELLER'S LIMITATION OF LIABILITY AND BUYER'S WAIVERS PROVIDED IN THE AGREEMENT ARE A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER. BUYER AND SELLER WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED IN ANY WAY TO THE AGREEMENT. THE BUYER FURTHER WAIVES THE FOLLOWING, TO THE FULLEST -1- BUYER (initials) SELLER (initials) EXTENT PERMITTED BY LAW: (A) ANY CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO ENCROACHMENTS, EASEMENTS, BOUNDARIES, SHORTAGES IN AREA OR ANY OTHER MATTER THAT WOULD BE DISCLOSED OR REVEALED BY A SURVEY OR INSPECTION OF THE PROPERTY OR SEARCH OF PUBLIC RECORDS; AND (B) ANY CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO THE SQUARE FOOTAGE, SIZE, OR LOCATION OF THE PROPERTY, OR ANY INFORMATION PROVIDED ON THE MULTIPLE LISTING SERVICE, OR BROCHURES OR WEB SITES OF SELLER OR SELLER'S AGENT OR BROKER References to the "Seller" in this Section 1 of this Addendum shall include the Seller and the Indemnified Parties (as defined in Section 14 of this Addendum, and all references in this Addendum to "Indemnified Parties" or "INDEMNIFIED PARTIES" shall have the meaning set forth in Section 14. 2. Effective Date: The date of Seller's execution of this Addendum shall be the "Effective Date" of the Agreement, notwithstanding any prior understanding or agreement with respect to the terms set forth herein. The Agreement shall be null and void if the Agreement signed by the Buyer is not actually received by the Seller before the Seller accepts a competing offer, or gives verbal or written notice of revocation to the Buyer, the Buyer's agent or attorney, or the listing agent. The Agreement must be approved by the Seller's management, and must be signed by all parties in order to be binding. Seller acknowledges that Buyer must obtain approval from Buyer's Board of Commissioners ("BOC Approval"), and that BOC Approval must be received during the Inspection Period. 3. SIMULTANEOUS CLOSING CONTINGENCY: BUYER AND CIPRICO HOLDINGS, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("SELLER TWO") ARE PARTIES TO THAT CERTAIN VACANT LAND CONTRACT (THE "SECOND CONTRACT"), DATED AS OF THE DATE HEREOF, PURSUANT TO WHICH BUYER HAS AGREED TO PURCHASE, AND SELLER TWO HAS AGREED TO SELL, THAT CERTAIN REAL PROPERTY LOCATED AT 813 N.W. 5TH AVENUE, MIAMI, FLORIDA 33136 UNDER TAX FOLIO NO. 01-0103- 030-1050 (THE "SECOND PROPERTY"), IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE SECOND CONTRACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT SHALL BE A CONDITION PRECEDENT TO SELLER'S OBLIGATION TO CLOSE UNDER THIS CONTRACT THAT BUYER CLOSE ON THE PURCHASE OF THE SECOND PROPERTY (SIMULTANEOUSLY WITH THE PURCHASE OF THE PROPERTY) IN ACCORDANCE WITH THE SECOND CONTRACT. BUYER'S FAILURE TO CLOSE UNDER THE SECOND CONTRACT SHALL CONSTITUTE A DEFAULT BY BUYER UNDER THIS CONTRACT. -2- BUYER (initials) SELLER (initials) 4. Disclosures: (A) The Property may be subject to unpaid special assessment lien(s) imposed by a public body ("public body"). Such lien(s), if any, whether certified, confirmed and ratified, pending, or payable in installments, as of Closing, shall be paid by Seller at Closing. (B) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 5. CONDITION OF PROPERTY: AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THE AGREEMENT AS NEGOTIATED AND AGREED TO BY THE BUYER AND THE SELLER, THE BUYER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE BUYER ACKNOWLEDGES THAT THE SELLER, AND ITS AGENTS, BROKERS, AND REPRESENTATIVES HAVE NOT MADE, AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN, WITH RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING, BUT NOT LIMITED TO, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE PROPERTY; (B) THE CONFORMITY OF THE PROPERTY TO ANY ZONING, LAND USE OR BUILDING CODE REQUIREMENTS OR COMPLIANCE WITH ANY LAWS, STATUTES, RULES, ORDINANCES, OR REGULATIONS OF ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR THE GRANTING OF ANY REQUIRED PERMITS OR APPROVALS, IF ANY, OF ANY GOVERNMENTAL BODIES THAT HAD JURISDICTION -3- BUYER (initials) SELLER (initials) OVER THE PROPERTY; (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, INCLUDING EXHIBITORY VICES AND DEFECTS, APPARENT OR NON -APPARENT OR LATENT, THAT NOW EXIST OR MAY HEREAFTER EXIST AND THAT, IF KNOWN TO BUYER, WOULD CAUSE BUYER TO REFUSE TO PURCHASE THE PROPERTY; AND (D) THE SURFACE ESTATE MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE, AND TRANSFER OF THE SURFACE ESTATE DOES NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL RIGHTS. THIRD PARTIES MAY HOLD INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE PROPERTY. SUCH MATTERS MAY BE EXCLUDED FROM THE TITLE INSURANCE POLICY. Buyer shall release to Seller all reports and other work generated as a result of the Inspections. 6. Environmental Hazards: In the event the Property is affected by an environmental hazard discovered during the inspection period set forth in Section 9(a)(1) of the Contract, either Party may terminate the Agreement pursuant to the provisions set forth in said Section 9(a)(1). In the event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property (as evidenced by Buyer and Seller proceeding to close) despite the presence of an environmental hazard, the Buyer releases the Seller and the Indemnified Parties from any Claims arising out of or relating in any way to the environmental hazard or conditions of the Property, and Buyer agrees to also execute an additional general release at closing, in a form acceptable to Seller, related to the environmental hazard if Seller so requests. In the event the Buyer elects not to execute the additional release, Seller may, at the Seller's sole discretion, terminate the Agreement upon notice given to Buyer. 7. Notice of Violations: In the event the Seller has received, or receives prior to closing, any official notice that the Property is in violation of any laws or regulations, the Seller may terminate the Agreement or delay the date of closing. Buyer understands and agrees that Seller is under no obligation whatsoever to cure any violation whatsoever or any fines, penalties or liens arising there from. If there is an enforcement proceeding arising from allegations of such violations before an enforcement board, special master, court or similar enforcement body, and Seller does not terminate the Agreement, nor Buyer terminates the Agreement, pursuant to the time periods outlined in Section 9(a)(1) of the Contract, the Buyer agrees (a) to accept the Property subject to the violations, and (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceedings. Buyer agrees to execute for closing any and all documents necessary or required by any agency with jurisdiction over the Property and to resolve the deficiencies as soon as possible after the closing. BUYER (initials) ,,,Af SELLER (initials) -4- 8. Real Estate Taxes: Seller acknowledges that Buyer is a tax-exempt governmental entity. Seller will be responsible for complying with Section 196.295 of the Florida Statutes prior to Closing. The requirements for compliance with Section 196.295 provided by the Miami -Dade County Property Appraiser will be as follows: (A) Once the Closing Date has been determined, Closing Agent will submit a written formal request to the Miami -Dade County Property Appraiser's Office via e-mail or regular mail for a proration letter. A proration letter will be provided by Property Appraiser displaying the prorated amount of taxes due to date of closing. (B) Taxes will be prorated on the Closing Statement based on the amount set forth in the Property Appraiser's letter. If taxes for the year of closing are unknown on the Closing Date, the amount prorated shall be based on the amount set forth in the Property Appraiser's letter plus an additional 25% of the tax proration (the additional 25% is the "Tax Escrow") to cover any additional taxes required to be paid upon issuance of the closing year's tax bill for the Property. After the Closing, Closing Agent will submit to the Tax Collector the Property Appraiser's escrow letter and the prorated tax amount of taxes stated to be due in the Property Appraiser's letter, and obtain a receipt for the deposit of the estimated taxes. Closing Agent will provide a copy of the Tax Collector receipt to Buyer. (C) After issuance of the actual tax bill for the Property, and upon request by Seller, Closing Agent will refund to Seller any excess funds remaining in the Tax Escrow. 9. Closing Costs and Adjustments: (A) Other than real estate taxes which will be subject to the provisions of Section 7, The Buyer and the Seller agree to prorate the following expenses as of closing and funding: municipal water and sewer charges, if any, utility charges, common area charges, condominium or planned unit development or similar community assessments, co-operative fees, maintenance fees, and rents, if any. In determining prorations, the Closing Date shall be allocated to the Buyer. Payment of special assessment district bonds and assessments shall be paid current by the Seller as of the Closing. If the current year's assessment is not available, the Property taxes shall be prorated based on an estimate or actual taxes from the previous year on the Property. All prorations shall be based upon a 30-day month and all such prorations shall be final. The Seller shall not be responsible for any amounts due after the closing date, or to be paid after closing, including, but not limited to, any taxes, penalties or interest assessed or due as a result of retroactive, postponed or additional taxes resulting from any change in use of, or construction on, or improvement to the -5- BUYER (initials) SELLER (initials) Property, or an adjustment in the appraised or assessed value of the Property. If the Property is heated by, or has storage tanks for fuel oil, liquefied petroleum gases, or similar fuels, the Buyer will buy the fuel in the tank at closing at the current price as calculated by the supplier. In the event the Seller has paid any taxes, special assessments, or other fees and there is a refund of any such taxes, assessments, or fees after closing, Buyer, as the then current owner of the Property, or the closing agent, in the event of a holdback for payment of such items, shall immediately remit the refund to the Seller. (B) Any and all fines, fees, and costs associated with all recorded or unrecorded code violations, liens arising from code violations, local improvement liens, unpaid waste, liens or fines for unpaid waste, unpaid water, liens or fines for unpaid water and any other cost, lien or fine that may appear as a result of the lien letters generated by a lien search on the property (the "Lien Letters") may be paid by Seller in Seller's sole and absolute discretion. Any attempt by the Seller to pay for such cost, assessment, special assessment, lien or fine shall not impose an obligation upon the Seller to pay for said cost, assessment, special assessment, lien or fine. Buyer shall obtain Lien Letters within 30 days after the Effective Date. If Buyer does not give notice to Seller of any objections to the results of the Lien Letters at least 30 days prior to the Closing Date, then the Lien Letters will be deemed acceptable to Buyer. If Buyer gives notice of objections to the results set forth in the Lien Letters at least 30 days prior to the Closing Date, Seller will have the option, in Seller's sole and absolute discretion, either to: (a) satisfy such objections on or before the Closing Date or (b) notify Buyer within 7 days that Seller is unable or unwilling to satisfy such objections; if Seller gives this latter notice to Buyer, then Buyer shall notify Seller, within 7 days thereafter, if Buyer has elected (in its sole and absolute discretion) to either: (i) accept the results in the Lien Letters subject to the matters to which Buyer has made objection (i.e., Buyer assumes responsibility for all such costs, assessments, special assessments, liens or fines and proceeds to close this transaction) or (ii) terminate the Contract by delivery to Seller of notice of such termination. If Buyer elects to terminate the Contract, Buyer's deposit will be returned to Buyer by Escrow Agent, and all further rights and obligations of the parties under the Contract will terminate. 10. Closing: Closing shall be held on or before 15 days after end of Due Diligence Period (the "Closing Date") at the Seller's office located at 701 Brickell Avenue, Suite 3300, Miami, Florida 33131, at the office of the Buyer's attorney, at 2800 Ponce de Leon Boulevard, Suite 1200, Coral Gables, Florida 33134, or at any other place designated by the Seller within the county where the property is located. 11. Delivery of Possession of Property: The Seller shall deliver possession of the Property to the Buyer on the Closing Date and funding of the sale. 12. Title: BUYER (initials) ji SELLER (initials) -6- (A) Deed: The deed to be delivered at closing shall be a quitclaim deed conveying only Seller's title and interest, if any, in the Property, to Buyer without any warranties or covenants. Any reference to the term "deed" or "Quitclaim Deed" herein shall be construed to refer to such form of deed. (B) Title Defects: (i) The Seller is not obligated to (A) remove any exception, (B) bring any action or proceeding or bear any expense in order to convey title to the Property, or (C) make the title marketable or insurable. (ii) Buyer shall obtain a title commitment for an owner's title insurance policy (the "Title Commitment") within 30 days after the Effective Date. If Buyer does not give notice to Seller of any objections to the conditions and exceptions set forth in the Title Commitment at least 30 days prior to the Closing Date ("Buyer's Title Objection Notice"), then the Title Commitment will be deemed acceptable to Buyer, and Buyer will accept title to the Property subject to such covenants, restrictions, easements, and reservations as may be set forth in the Title Commitment. If Buyer gives notice of objections to the conditions and exceptions set forth in the Title Commitment at least 30 days prior to the Closing Date, Seller will have the option in Seller's sole and absolute discretion either to (a) satisfy such objections on or before the Closing Date or (b) notify Buyer within 7 days that Seller is unable or unwilling to satisfy such objections. If Seller gives such notice to Buyer, then Buyer will have the option in Buyer's sole and absolute discretion either to (i) elect to accept title to the Property subject to the matters to which Buyer has made objection or (ii) elect to terminate the Contract by delivery to Seller of notice of such termination. If Buyer elects to terminate the Contract, Buyer's deposit will be returned to Buyer by Escrow Agent, and all further rights and obligations of the parties under the Contract will terminate. (iii) If the title company issuing the Title Commitment will not insure title and delete the standard exceptions due to the Quit Claim Deed or the Seller's refusal to provide the items required by the title company to delete the standard exceptions as set forth in section (C) below, the Buyer may include these items on the Buyer's Title Objection Notice and the same will be treated in the same manner as set forth in Section 9(B)(ii). (C) Seller is not required to eliminate: (i) The standard exception set forth in the Title Commitment for: (1) taxes for the year of the effective date of this commitment and taxes for special assessments which are not shown as existing liens by the public records; (2) rights or claims of parties in possession not shown by the public records; -7- BUYER (initials) SELLER (initials) (3) easements or claims of easements not shown by the public records; (4) any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. (ii) The standard exception set forth in the Title Commitment for easements, or claims of easements, not shown by the public records, encroachments, overlaps, boundary line disputes, and any other matters. (iii) Any exception for: fines or penalties arising out of any recorded or unrecorded building violations; any recorded or unrecorded code violations, any claims of lien arising from code violations, any recorded or unrecorded local improvement liens, nor any lien or fine provided by County Ordinance or by Ch. 159, F.S., in favor of any city, town, village or port authority, for unpaid waste, unpaid water and any other service charges. (iv) The standard exception for any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands, and lands accreted to such lands. (D) Survey: Buyer, at Buyer's expense, within the time allowed to deliver evidence of title and to examine same, may have the property surveyed and certified by a registered Florida surveyor. (E) Restrictions; Easements, Limitations: Seller shall convey title subject to: comprehensive land use plans, zoning, restrictions, prohibition and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; outstanding oil, gas and mineral rights of record without right of entry; unplatted public utility easements of record; and taxes for the year of Closing and subsequent years. Seller does not warrant nor represent that there is ingress or egress to the real property sufficient for its intended use. The Seller is not obligated to remove any exception. (F) Flood Zone: Buyer is advised to verify with appropriate government agencies which flood zone the Property is in, whether flood insurance is required and what restrictions apply to improving the Property and rebuilding in the event of casualty. (G) Government Regulation: Buyer is advised that changes in government regulations and levels of service which affect Buyer's intended use of the Property, that occur after the Feasibility Period, will not be grounds for canceling this Contract. (H) Zoning: If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller MAY sign, in its sole and absolute discretion, documents Buyer is required to file in connection with development or rezoning approvals. -8- BUYER (initials) SELLER (initials) 13. Representations and Warranties of Buyer: In addition to Buyer's representations and warranties made elsewhere herein, the Buyer represents and warrants to the Seller the following: (A) The Buyer is purchasing the Property solely in reliance on its own investigation and inspection of the Property and not on any information, representation or warranty provided or to be provided by the Seller, its servicers, representatives, brokers, employees, agents, or assigns, including, but not limited to, any information provided on any brochures or web sites of Seller or Seller's agents or brokers, or any information on the Multiple Listing Service; (B) Neither the Seller, nor its servicers, employees, representatives, brokers, agents or assigns, has made any representations or warranties, implied or express, relating to the condition of the Property or the contents thereof; and (C) The Buyer has not relied on any representation or warranty from the Seller, or Seller's agents or brokers regarding the nature, quality, or workmanship of any repairs made by the Seller. 14. Representations and Warranties of Buyer: (A) Seller has full power and authority to enter into and perform this Agreement in accordance with its terms. 15. Seller's Remedies for Buyer's Default: In the event of Buyer's material breach or material misrepresentation of any fact under the terms of the Agreement, (1) the Seller shall retain the Non -Refundable Deposit, (2) the Seller is automatically released from the obligation to sell the Property to the Buyer, and (3) Seller and the Indemnified Parties shall not be liable to the Buyer for any Claims arising out of or relating in any way to the Seller's failure to sell and convey the Property to Buyer. 16. Representations and Warranties of Seller: Notwithstanding anything to the contrary herein (including, without limitation, any language to contrary in the Contract) Buyer hereby recognizes and agree that Seller makes no representation, warranty or covenant as to Seller's title to, or interest in, the Property. 17. Indemnification: The Buyer agrees to indemnify, defend and hold harmless Seller, and its affiliates, subsidiaries, parent company, representatives, agents, officers, directors, employees, attorneys, shareholders, servicers, tenants, brokers, predecessors, successors, and assigns ("Indemnified Parties") from and against any and all claims, causes of action, whether administrative or judicial, losses, costs (including any and all reasonable attorneys' fees, court costs, and reasonable costs of investigation, litigation, and settlement), expenses, sanctions, curtailments, interest, liabilities, penalties, fines, demands, liens, judgments, compensation, fees, loss of profits, injuries, death, and/or damages, of any kind whatsoever, whether known or unknown, fixed or contingent, joint or several, criminal or BUYER (initials) it,/ SELLER (initials) -9- civil, or in law or in equity ("Claims") arising from, in connection with, or in any way relating to inspections or repairs made by the Buyer or its agents, representatives, brokers, employees, contractors, successors or assigns. 18. Risk of Loss: If after the effective date, the property is damaged by fire, destruction, or other casualty loss to the Property after the Seller's acceptance of the Agreement and prior to closing and funding, the Seller may, at its sole discretion, repair or restore the Property, or either Party may terminate the Agreement. If the Seller elects to repair or restore the Property, then the Seller may, at its sole discretion, limit the amount to be expended. If the Seller elects to repair or restore the Property, the Buyer shall acquire the Property in its AS -IS condition at the time of such acquisition at the purchase price with no reduction for such loss. 19. Severability: If any provision of the Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired thereby, and no provision shall be deemed dependent upon any other provision unless so expressed herein. 20. Termination of Agreement: If either Party terminates the Agreement when permitted to do so, the Parties shall have no further obligation to each other. 21. Assignment of Agreement: The Buyer shall not assign the Agreement. The Seller may assign the Agreement at its sole discretion without prior notice to, or consent of, the Buyer. 22. Modification and Waiver: No provision, term or clause of the Agreement shall be revised, modified, amended or waived, except by an instrument in writing signed by the Buyer and the Seller. The waiver by any Party of a breach of the Agreement shall not operate or be construed as a waiver of any other or subsequent breach. No course of dealing between the Parties shall operate as a waiver of any provision of the Agreement. 23. Intentionally Omitted. 24. Rights of Others: The Agreement does not create any rights, claims or benefits inuring to any person or entity, other than Seller's successors and/or assigns, that is not a Party to the Agreement, nor does it create or establish any third party beneficiary to the Agreement. 25. Counterparts and Facsimile: The Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. A signed facsimile or photocopy of the Agreement shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an originally signed agreement for all purposes, including all matters of evidence and the "best evidence" rule. 26. Headings: The titles to the sections and headings of various paragraphs of the Agreement are placed for convenience of reference only, and in case of conflict the text of the Agreement, rather than such titles or headings, shall control. -10- BUYER (initials) SELLER (initials) 27. Gender: Unless the context otherwise requires, singular nouns and pronouns, when used herein, shall be deemed to include the plural of such nouns or pronouns, and pronouns of one gender shall be deemed to include the equivalent pronoun of the other gender. 28. Force Majeure: No Party shall be responsible for delays or failure of performance resulting from acts of God, riots, acts of war, epidemics, power failures, earthquakes or other disasters, providing such delay or failure of performance could not have been prevented by reasonable precautions and cannot reasonably be circumvented by such Party through use of alternate sources, workaround plans, or other means. 29. Attorney Review: The Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any Party because that Party drafted the Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of the Agreement. 30. Dispute Resolution: THIS CONTRACT WILL BE CONSTRUED UNDER FLORIDA LAW. VENUE AND JURISDICTION SHALL BE EXCLUSIVELY IN MIAMI-DADE COUNTY, FLORIDA. ALL CONTROVERSIES, CLAIMS, AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS, AND OTHER MATTERS IN QUESTION ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THIS CONTRACT OR ITS BREACH OR ANY OTHER DOCUMENTS SIGNED BY THE PARTIES IN CONNECTION THEREWITH WILL BE SETTLED IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA. 31. EFFECT OF ADDENDUM: THIS ADDENDUM AMENDS AND SUPPLEMENTS THE CONTRACT. IN THE EVENT THERE IS ANY CONFLICT BETWEEN THIS ADDENDUM AND THE CONTRACT, THE TERMS OF THIS ADDENDUM TAKE PRECEDENCE AND SHALL PREVAIL. The undersigned, if executing the Agreement on behalf of a Seller and/or a Buyer that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by that entity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement and shall provide Seller with proof of such authority upon execution of the Agreement. 32. Corporate or Other Legal Entity: The undersigned, if executing the Agreement on behalf of a Seller and/or a Buyer that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by that entity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement and shall provide Seller with proof of such authority upon execution of the Agreement. Seller shall comply with the provisions of Section 286.23, Florida Statutes, regarding disclosure of beneficial interest at least ten (10) days prior to the Closing Date. 33. Initials: Buyer and Seller agree to all of the terms in the Agreement whether any provision or page is separately initialed or not. For emphasis some sections or provisions in the Agreement contain a place for Buyer and/or Seller to separately initial, but the failure by -11- BUYER (initials) F SELLER (initials) Buyer or Seller to initial any section, provision, or page in the Agreement shall not affect the enforceability of any term or provision in the Agreement. 34. Entire Agreement: The Agreement (including any disclosure of information on lead based paint or hazards, and other disclosure forms or notices required by law to be provided to Buyer) constitutes the entire agreement between the Buyer and the Seller concerning the subject matter hereof andsupersedes all previous written and oral communications, understandings, representations, warranties, covenants, and agreements. Further, Buyer and Seller represent that there are no oral or other written agreements between the Parties. ALL NEGOTIATIONS ARE MERGED INTO THE AGREEMENT, AND NO ORAL OR WRITTEN, EXPRESS OR IMPLIED, PROMISES, REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS, COMMUNICATIONS, AGREEMENTS, OR INFORMATION MADE OR PROVIDED BY THE SELLER, OR SELLER'S EMPLOYEES, AGENTS, REPRESENTATIVES, OR BROKERS, INCLUDING, BUT NOT LIMITED TO ANY INFORMATION ON SELLER'S OR SELLER'S AGENT OR BROKER'S WEB SITES, SALES BROCHURES, OR ON THE MULTIPLE LISTING SERVICE SHALL BE DEEMED VALID OR BINDING UPON THE SELLER, UNLESS EXPRESSLY INCLUDED IN THE AGREEMENT. 35. Time: Calendar days shall be used in computing time periods except periods of less than six (6) days, in which event Saturdays, Sundays, and state or national legal holidays shall be excluded. Any time periods provided for herein which shall end on Saturday, Sunday, or state or national legal holiday shall extend to 5:OOp.m. Eastern Standard Time of the next business day. Time is of the essence in this contract. 36. Attorneys' Fees, Court Costs, and Legal Expenses: In any action, proceeding, or arbitration arising out of, brought under, or relating to the terms or enforceability of the Agreement the prevailing Party shall be entitled to recover from the losing Party all reasonable attorneys' fees, costs, and expenses incurred in such action, proceeding, or arbitration. 37. LANGUAGE IN BOLD OR CAPITALIZED: FOR EMPHASIS AND BUYER'S BENEFIT SOME PROVISIONS HAVE BEEN BOLDED AND/OR CAPITALIZED (LIKE THIS SECTION), BUT EACH AND EVERY PROVISION IN THIS ADDENDUM IS SIGNIFICANT AND SHOULD BE REVIEWED AND UNDERSTOOD. NO PROVISION SHOULD BE IGNORED OR DISREGARDED BECAUSE IT IS NOT IN BOLD OR EMPHASIZED IN SOME MANNER AND THE FAILURE TO BOLD, CAPITALIZE, OR EMPHASIZE IN SOME MANNER ANY TERMS OR PROVISIONS IN THIS ADDENDUM SHALL NOT AFFECT THE ENFORCEABILITY OF ANY TERMS OR PROVISIONS. BUYER (initials) SELLER (initials) -12- IN WITNESS WHEREOF, the Buyer and the Seller have entered into this Addendum effective as of the date it is executed by Seller as set forth below. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT, IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING THIS INSTRUMENT. BUYER: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute Signature: Print Name: a es McQueen Title: Executive Director Date: Approved as to form: By: Print Name: Vincent T. Brown, Esq. Title: Staff Counsel Date: -13- BUYER (initials) SELLER (initials) SELLER: FRONTIER FUELS INC., a Wyoming corporation Signature: Print Name: Meredith Sonson Title: Authorized Signatory, Director, and Vice President Date: FLEET FINANCE & MORTGAGE, INC., a Florida corporation Signature: Print Name: Meredith Sonson Title: Authorized Signatory, Director and Vice President Date: Exhibit A "Property" (A) 457 N.W. 8 St., Miami, FL 33136 (Tax Folio No. 01-0103-030-1030): Lots 7, 8, 9, 10, 13 and 14 and the North 45 feet of Lots 11 and 12 less the East 25 feet of the North 25 feet of Lot 9, Block 33, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. (B) 721 N.W. 6 Ave., Miami, Fl 33136 (Tax Folio No. 01-0104-090-1150) North 50 feet of Lots 11 and 12, Block 49, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. (C) 729 N.W. 6 Ave., Miami, Fl 33136 (Tax Folio No. 01-0104-090-1120) The South 50 feet of Lots 9 and 10, Block 49, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. (D) 432 NW 7 St., Miami, Fl 33136 (Tax Folio No. 01-0105-030-1020) Lots 5 Block 53, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. (E) 444 NW 7 St., Miami, Fl 33136 (Tax Folio No. 01-0105-030-1030) Lots 6 Block 53, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida BUYER (initials) -14- SELLER (initials) Vacant Land Contract 1 1. Sale and Purchase ("Contract"): FRONTIER FUELS, INC. , a Wyoming corp. and FLEET FINANCE & MORTGAGE Inc., a Florida corp. 2 ("Seller") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute 3 ("Buyer") (the "parties") agree to sell and buy on the terms and conditions specified below the property ("Property") 4 described as: 5 Address: See Legal Description below 6 Legal Description: 7 (A) 457 NW 8th Street, Miami, FL 33136 - Tax Folio #01-0103-030-1030; (B) 721 NW 6th Avenue, Miami, FL 8 33136 - Tax Folio# 01-0104-090-1150; (C) 729 NW 6th Avenue, Miami,_FL 33136 - Tax Folio# 01-0104-090-1120; 9 (D) 432 NW 7 St, Miami, FL 33136- Tax Folio# 01-0105-030-1026; and (E) 444 NW 7 St, Miami, FL 33136- Tax 10 Folio# 01-0105-030-1030. See Addendum to Contract for Additional Details of Legal Description. 11 SEC /TWP //RNG of County, Florida. Real Property ID No.: See Legal Description 12 including all improvements existing on the Property and the following additional property: 13 14 2. Purchase Price: (U.S. currency) $ 6,020,000.00 15 All deposits will be made payable to "Escrow Agent" named below and held in escrow by: 16 Escrow Agent's Name: Doma Title Insurance 17 Escrow Agent's Contact Person: Nancy Shultz 18 Escrow Agent's Address: 760 N.W. 197th Avenue, Suite 401, Miami, FL 33172 19 Escrow Agent's Phone: 20 Escrow Agent's Email: nancy.shultz@doma.com 21 (a) Initial deposit ($0 if left blank) (Check if applicable) 22 ❑ accompanies offer 23 ► will be delivered to Escrow Agent within days (3 days if left blank) 24 after Effective Date $ 150,500.00 25 (b) Additional deposit will be delivered to Escrow Agent (Check if applicable) 26 ❑ within days (10 days if left blank) after Effective Date within days (3 days if left blank) after expiration of Due Diligence Period $ 150,500.00 28 (c) Total Financing (see Paragraph 6) (express as a dollar amount or percentage) $ 29 (d) Other: $ 30 (e) Balance to close (not including Buyer's closing costs, prepaid items, and prorations) 31 to be paid at closing by wire transfer or other Collected funds $ 5,719,000.00 32 (f) ❑ (Complete only if purchase price will be determined based on a per unit cost instead of a fixed price.) The 33 unit used to determine the purchase price is ❑ lot ❑ acre ❑ square foot ID other (specify): 34 prorating areas of less than a full unit. The purchase price will be $ per unit based on a 35 calculation of total area of the Property as certified to Seller and Buyer by a Florida licensed surveyor in 36 accordance with Paragraph 8(c). The following rights of way and other areas will be excluded from the 37 calculation: 38 3. Time for Acceptance; Effective Date: Unless this offer is signed by Seller and Buyer and an executed copy 39 delivered to all parties on or before May 10, 2024 , this offer will be withdrawn and Buyer's deposit, if 40 any, will be returned. The time for acceptance of any counter-offer will be 3 days after the date the counter-offer is 41 delivered. The "Effective Date" of this Contract is the date on which the last one of the Seller and Buyer 42 has signed or initialed and delivered this offer or the final counter-offer. 43 4. Closing Date: This transaction will close on 15 days after end of Due DIllgence Period ("Closing Date"), unless specifically 44 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, 45 but not limited to, Financing and Due Diligence periods. However, if the Closing Date occurs on a Saturday, 46 Sunday, or national legal holiday, it will extend to 5:00 p.m. (where the Property is located) of the next business 47 day. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property 48 insurance, Buyer may postpone closing for up to 5 days after the insurance underwriting suspension is lifted. If 49 this transaction does not close for any reason, Buyer will immediately return all Seller provided documents and 50 other items. 51 5. Extension of Closing Date: If Paragraph 6(b) is checked and Closing Funds from Buyer's lender(s) are not available on Closing Date due to Consumer Financial Protection Bureau Closing Disclosure delivery requirements Buyer (7,_) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 1 of 8 pages. VAC-14xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 53 ("CFPB Requirements), if applicable, then Closing Date shall be extended for such period necessary to satisfy 54 CFPB Requirements, provided such period shall not exceed 10 days. 55 6. Financing: (Check as applicable) 56 (a) K1 Buyer will pay cash for the Property with no financing contingency. 57 (b) ❑ This Contract is contingent on Buyer qualifying for and obtaining the commitment(s) or approval(s) 58 specified below ("Financing") within days after Effective Date (Closing Date or 30 days after Effective 59 Date, whichever occurs first, if left blank) ("Financing Period"). Buyer will apply for Financing within 60 days after Effective Date (5 days if left blank) and will timely provide any and all credit, employment, financial, 61 and other information required by the lender. If Buyer, after using diligence and good faith, cannot obtain the 62 Financing within the Financing Period, either party may terminate this Contract and Buyer's deposit(s) will be 63 returned. 64 (1) ❑ New Financing: Buyer will secure a commitment for new third party financing for $ 65 or % of the purchase price at (Check one) ❑ a fixed rate not exceeding % ❑ an 66 adjustable interest rate not exceeding _o% at origination (a fixed rate at the prevailing interest rate 67 based on Buyer's creditworthiness if neither choice is selected). Buyer will keep Seller and Broker fully 68 informed of the loan application status and progress and authorizes the lender or mortgage broker to 69 disclose all such information to Seller and Broker. 70 (2) 0 Seller Financing: Buyer will execute a 0 first 0 second purchase money note and mortgage to 71 Seller in the amount of $ bearing annual interest at % and payable as follows: 72 73 The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow 74 forms generally accepted in the county where the Property is located; will provide for a late payment fee 75 and acceleration at the mortgagee's option if Buyer defaults; will give Buyer the right to prepay without 76 penalty all or part of the principal at any time(s) with interest only to date of payment; will be due on 77 conveyance or sale; will provide for release of contiguous parcels, if applicable; and will require Buyer to 78 keep liability insurance on the Property, with Seller as additional named insured. Buyer authorizes Seller 79 to obtain credit, employment, and other necessary information to determine creditworthiness for the 80 financing. Seller will, within 10 days after Effective Date, give Buyer written notice of whether or not Seller 91 will make the loan. 2 (3) ❑ Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to 83 84 LN# in the approximate amount of $ currently payable at 85 $ per month, including principal, interest, ❑ taxes and insurance, and having a 86 0 fixed 0 other (describe) 87 88 89 90 91 92 interest rate of % which 0 will ❑ will not escalate upon assumption. Any variance in the mortgage will be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow account dollar for dollar. If the interest rate upon transfer exceeds % or the assumption/transfer fee exceeds $ , either party may elect to pay the excess, failing which this Contract will terminate; and Buyer's deposit(s) will be returned. If the lender disapproves Buyer, this Contract will terminate; and Buyer's deposit(s) will be returned. 93 7. Assignability: (Check one) Buyer 0 may assign and thereby be released from any further liability under this 94 Contract, 1X may assign but not be released from liability under this Contract, or 0 may not assign this Contract. 95 96 97 98 99 100 101 102 103 104 105 106 1n7 deed 0 special warranty deed ❑ other (specify) free of liens, e - -n s, and encumbrances of record or known to Seller, but subject to property taxes for the year of c.. covenants, restrictions, and public utility easements of record; existing zoning and governmenta r : ons; and (list any other matters to which title will be subject) provided there exists at closing no violation of the foregoing. (a) Title Evidence: The party who pays for the owner' surance policy will select the closing agent and pay for the title search, including tax and lien s- including municipal lien search) if performed, and all other fees charged by closing agent. 11 deliver to Buyer, at (Check one) 0 Selle uyer's expense and (Check one in days after Effective Date ❑ at least days before Closing Date, (C e)' a title insurance commitment by a Florida licensed title insurer setting forth those matters to be Buyer ( ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 2 of 8 pages. VAC-14 Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and 101827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 109 10 paying for the owner's title insurance policy and Seller has an owner's policy, Seller will deliver a co 1 Buyer within 15 days after Effective Date. 112 (2) 0 an abstract of title, prepared or brought current by an existing abstract firm or certified a , .. rrect by an 113 existing firm. However, if such an abstract is not available to Seller, then a prior owne,': `itle policy 114 acceptable to the proposed insurer as a base for reissuance of coverage may b 'ed. The prior policy will 115 include copies of all policy exceptions and an update in a format acceptabl- uyer from the policy 116 effective date and certified to Buyer or Buyer's closing agent togethe copies of all documents 117 recited in the prior policy and in the update. If such an abstract o or policy is not available to Seller, 118 then (1) above will be the title evidence. 119 (b) Title Examination: After receipt of the title evidence, Bu 120 no later than Closing Date, deliver written notice to S 121 Buyer if (i) Buyer fails to deliver proper notice o 122 cures the defects within days (30 123 defects are cured within the Cure Per' 124 such cure. Seller may elect not 125 the Cure Period. If the defe 126 notice of Seller's inab' 127 to existing defec 128 (c) Survey: B 129 Seller 130 131 132 13 ill, within days (10 days if left blank) but of title defects. Title will be deemed acceptable to ects or (ii) Buyer delivers proper written notice and Seller if left blank) ("Cure Period") after receipt of the notice. If the closing will occur within 10 days after receipt by Buyer of notice of re defects if Seller reasonably'believes any defect cannot be cured within are not cured within the Cure Period, Buyer will have 10 days after receipt of o cure the defects to elect whether to terminate this Contract or accept title subject d close the transaction without reduction in purchase price. may, at Buyer's expense, have the Property surveyed.and must deliver written notice to in 5 days after receiving survey but not later than 5 days before Closing Date, of any e: °•achments on the Property, encroachments by the Property's improvements on other lands, or deed restriction or zoning violations. Any such encroachment or violation will be treated in the same manner as a title defect and Seller's and Buyer's obligations will be determined in accordance with Paragraph 8(b). 134 9. Property Condition: Seller will deliver the Property to Buyer at closing in its present "as is" condition, with 135 conditions resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will not engage in or 136 permit any activity that would materially alter the Property's condition without the Buyer's prior written consent. .17 (a) Inspections: (Check (1) or (2)) 3 (1) ► Due Diligence Period: Buyer will, at Buyer's expense and within 60 days (30 days if left blank) 139 ("Due Diligence Period") after Effective Date and in Buyer's sole and absolute discretion, determine 140 whether the Property is suitable for Buyer's intended use. During the Due Diligence Period, Buyer may 141 conduct a Phase 1 environmental assessment and any other tests, analyses, surveys, and investigations 142 ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's 143 engineering, architectural, and environmental properties; zoning and zoning restrictions; subdivision 144 statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with 145 local, state, and regional growth management plans; availability of permits, government approvals, and 146 licenses; and other inspections that Buyer deems appropriate. If the Property must be rezoned, Buyer will 147 obtain the rezoning from the appropriate government agencies. Seller will sign all documents Buyer is 148 required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, 149 contractors, and assigns, the right to enter the Property at any time during the Due Diligence Period for the 150 purpose of conducting Inspections, provided, however, that Buyer, its agents, contractors, and assigns 151 enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller 152 harmless from losses, damages, costs, claims, and expenses of any nature, including attorneys' fees, 153 expenses, and liability incurred in application for rezoning or related proceedings, and from liability to any 154 person, arising from the conduct of any and all Inspections or any work authorized by Buyer. Buyer will 155 not engage in any activity that could result in a construction lien being filed against the Property without 156 Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (i) repair 157 all damages to the Property resulting from the Inspections and return the Property to the condition it was in 158 before conducting the Inspections and (ii) release to Seller all reports and other work generated as a 159 result of the Inspections. 160 Before expiration of the Due Diligence Period, Buyer must deliver written notice to Seller of Buyer's 161 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice 162 requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" 163 condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated, and Buyer's deposit(s) will be returned. Buyer (j) ( ) and Seller (_ ) ( ) acknowledge receipt of a copy of this page, which is 3 of 8 pages. VAC-1 & Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 165 (2) ❑ No Due Diligence Period: Buyer is satisfied that the Property is suitable for Buyer's purposes, 166 including being satisfied that either public sewerage and water are available to the Property or the 37 Property will be approved for the installation of a well and/or private sewerage disposal system and that 168 existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, 169 concurrency, growth management, and environmental conditions, are acceptable to Buyer. This Contract 170 is not contingent on Buyer conducting any further investigations. 171 (b) Government Regulations: Changes in government regulations and levels of service which affect Buyer's 172 intended use of the Property will not be grounds for terminating this Contract if the Due Diligence Period has 173 expired or if Paragraph 9(a)(2) is selected, 174 (c) Flood Zone: Buyer is advised to verify by survey, with the lender, and with appropriate government agencies 175 which flood zone the Property is in, whether flood insurance is required, and what restrictions apply to 176 improving the Property and rebuilding in the event of casualty. 177 (d) Coastal Construction Control Line ("CCCL"): If any part of the Property lies seaward of the CCCL as 178 defined in Section 161.053, Florida Statutes, Seller will provide Buyer with an affidavit or survey as required 179 by law delineating the line's location on the Property, unless Buyer waives this requirement in writing. The 180 Property being purchased may be subject to coastal erosion and to federal, state, or local regulations that 181 govern coastal property, including delineation of the CCCL, rigid coastal protection structures, beach 182 nourishment, and the protection of marine turtles. Additional information can be obtained from the Florida 183 Department of Environmental Protection, including whether there are significant erosion conditions associated 184 with the shore line of the Property being purchased. 185 ❑ Buyer waives the right to receive a CCCL affidavit or survey. 186 10. Closing Procedure; Costs: Closing will take place in the county where the Property is located and may be 187 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title 188 binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to 189 Seller (in local cashier's check if Seller requests in writing at least 5 days before closing) and brokerage fees to 190 Broker as per Paragraph 21. In addition to other expenses provided in this Contract, Seller and Buyer will pay the 191 costs indicated below. 192 (a) Seller Costs: •`,3 Taxes on deed 4 Recording fees for documents needed to cure title 195 Title evidence (if applicable under Paragraph 8) 196 Estoppel Fee(s) 197 Other: See Addendum to Vacant Land Contract 198 (b) Buyer Costs: 199 Taxes and recording fees on notes and mortgages 200 Recording fees on the deed and financing statements 201 Loan expenses 202 Title evidence (if applicable under Paragraph 8) 203 Lender's title policy at the simultaneous issue rate 204 Inspections 205 Survey 206 Insurance 207 Other: See Addendum to Vacant Land Contract 208 (c) Prorations: The following items will be made current and prorated as of the day before Closing Date: real 209 estate taxes (including special benefit tax liens imposed by a CDD), interest, bonds, assessments, leases, and 210 other Property expenses and revenues. If taxes and assessments for the current year cannot be determined, 211 the previous year's rates will be used with adjustment for any exemptions. 212 (d) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will 213 pay (i) the full amount of liens that are certified, confirmed, and ratified before closing and (ii) the amount of the 214 last estimate of the assessment if an improvement is substantially completed as of Effective Date but has not 215 resulted in a lien before closing; and Buyer will pay all other amounts. If special assessments may be paid in 216 installments, ❑ Seller ❑ Buyer (Buyer if left blank) will pay installments due after closing. If Seller is 217 checked, Seller will pay the assessment in full before or at the time of dosing. Public body does not include a 218 Homeowners' or Condominium Association. 219 (e) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 2)1) PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY Buyer ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 4 of 8 pages. VAC-14 Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 222 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 923 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE !4 COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION. 225 (f) Foreign Investment in Real Property Tax Act ("FIRPTA"): If Seller is a "foreign person" as defined by 226 FIRPTA, Seller and Buyer will comply with FIRPTA, which may require Seller to provide additional cash at 227 closing. 228 (g) 1031 Exchange: If either Seller or Buyer wish to enter into a like -kind exchange (either simultaneously with 229 closing or after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate 230 in all reasonable respects to effectuate the Exchange including executing documents, provided, however, that 231 the cooperating party will incur no liability or cost related to the Exchange and that the closing will not be 232 contingent upon, extended, or delayed by the Exchange. 233 11. Computation of Time: Calendar days will be used when computing time periods, except time periods of 5 days 234 or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal 235 holidays specified in 5 U.S.C. 6103(a). Other than time for acceptance and Effective Date as set forth in Paragraph 236 3, any time periods provided for or dates specified in this Contract, whether preprinted, handwritten, typewritten or 237 inserted herein, which shall end or occur on a Saturday, Sunday, or national legal holiday (see 5 U.S.C. 6103) 238 shall extend until 5:00 p.m. (where the Property is located) of the next business day. Time is of the essence in 239 this Contract. 240 12. Risk of Loss; Eminent Domain: If any portion of the Property is materially damaged by casualty before closing 241 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain 242 proceedings or an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may 243 terminate this Contract by written notice to the other within 10 days after Buyer's receipt of Sellers notification, 244 and Buyer's deposit(s) will be returned, failing which Buyer will close in accordance with this Contract and receive 245 all payments made by the governmental authority or insurance company, if any. 246 13. Force Majeure: Seller or Buyer will not be required to perform any obligation under this Contract or be liable to 247 each other for damages so long as the performance or non-performance of the obligation is delayed, caused, or 248 prevented by an act of God or force majeure. An "act of God or "force majeure" is defined as hurricanes, 49 earthquakes, floods, fire, unusual transportation delays, wars, insurrections, and any other cause not reasonably J within the control of Seller or Buyer and which by the exercise of due diligence the non -performing party is unable 251 in whole or in part to prevent or overcome. All time periods, including Closing Date, will be extended for the period 252 that the act of God or force majeure is in place. However, in the event that such act of God or force majeure event 253 continues beyond 30 days, either party may terminate this Contract by delivering written notice to the other; and 254 Buyer's deposit(s) will be returned. 255 14. Notices: All notices will be in writing and delivered to the parties and Broker by mail, personal delivery, or 256 electronic means. Buyer's failure to timely deliver written notice to Seller, when such notice is required by 257 this Contract, regarding any contingency will render that contingency null and void, and this Contract will 258 be construed as if the contingency did not exist. Any notice, document, or item delivered to or received by 259 an attorney or licensee (including a transactions broker) representing a party will be as effective as if 260 delivered to or received by that party. 261 15. Complete Agreement; Persons Bound: This Contract is the entire agreement between Seller and Buyer. 262 Except for brokerage agreements, no prior or present agreements will bind Seller, Buyer, or Broker unless 263 incorporated into this Contract. Modifications of this Contract will not be binding unless in writing, signed or 264 initialed, and delivered by the party to be bound. Electronic signatures will be acceptable and binding. This 265 Contract, signatures, initials, documents referenced in this Contract, counterparts, and written modifications 266 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. 267 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any 268 provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully 269 effective. Seller and Buyer will use diligence and good faith in performing all obligations under this Contract. This 270 Contract will not be recorded in any public record. The terms "Seller," "Buyer," and "Broker" may be singular or 271 plural. This Contract is binding on the heirs, administrators, executors, personal representatives, and assigns, if 272 permitted, of Seller, Buyer, and Broker. 273 16. Default and Dispute Resolution: This Contract will be construed under Florida law. This Paragraph will survive 274 closing or termination of this Contract. (a) Seller Default: If Seller fails, neglects, or refuses to perform Seller's obligations under this Contract, Buyer may elect to receive a return of Buyer's deposit(s) without thereby waiving any action for damages resulting Buyer ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 5 of 8 pages. VAC-14xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 277 from Seller's breach and may seek to recover such damages or seek specific performance. Seller will also be 278 liable for the full amount of the brokerage fee. 'g 280 including payment of deposit(s), within the time(s) specified, Seller may elect t. - _ . n e 281 deposit(s), paid and agreed to be paid, for the accoun • . -. `-e• upon liquidated damages, 282 consideration for execution of ,.' - - , - ': in ull settlement of any claims, whereupon Seller and Buyer 283 will . urther obligations under this Contract; or Seller, at Seller's option, may proceed in 28 -- -.. - - 285 17. Attorney's Fees; Costs: In any litigation permitted by this Contract, the prevailing party shall be entitled to 286 recover from the non -prevailing party costs and fees, including reasonable attorneys fees, incurred in conducting 287 the litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 288 18. Escrow Agent; Closing Agent: Seller and Buyer authorize Escrow Agent and closing agent (collectively 289 "Agent") to receive, deposit, and hold funds and other items in escrow and, subject to Collection, disburse them 290 upon proper authorization and in accordance with Florida law and the terms of this Contract, including disbursing 291 brokerage fees. "Collection" or "Collected" means any checks tendered or received have become actually and 292 finally collected and deposited in the account of Agent. The parties agree that Agent will not be liable to any person 293 for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this 294 Contract or gross negligence. If Agent interpleads the subject matter of the escrow, Agent will pay the filing fees 295 and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed 296 funds or equivalent and charged and awarded as court costs in favor of the prevailing party. 297 19. Professional Advice; Broker Liability: Broker advises Seller and Buyer to verify all facts and representations 298 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting this 299 Contract, determining the effect of laws on the Property and this transaction, status of title, foreign investor 300 reporting requirements, the effect of property lying partially or totally seaward of the CCCL, etc.) and for tax, 301 property condition, environmental, and other specialized advice. Buyer acknowledges that all representations 302 (oral, written, or otherwise) by Broker are based on Seller representations or public records. Buyer agrees to rely 303 solely on Seller, professional inspectors, and government agencies for verification of the Property ---)4 condition and facts that materially affect Property value. Seller and Buyer respectively will pay all costs and 3 expenses, including reasonable attorneys' fees at all levels, incurred by Broker and Broker's officers, directors, 306 agents, and employees in connection with or arising from Seller's or Buyer's misstatement or failure to perform 307 contractual obligations. Seller and Buyer hold harmless and release Broker and Broker's officers, directors, 308 agents, and employees from all liability for loss or damage based on (i) Seller's or Buyer's misstatement or failure 309 to perform contractual obligations; (ii) the use or display of listing data by third parties, including, but not limited to, 310 photographs, images, graphics, video recordings, virtual tours, drawings, written descriptions, and remarks related 311 to the Property; (iii) Broker's performance, at Seller's or Buyer's request, of any task beyond the scope of 312 services regulated by Chapter 475, Florida Statutes, as amended, including Broker's referral, recommendation, or 313 retention of any vendor; (iv) products or services provided by any vendor; and (v) expenses incurred by any 314 vendor. Seller and Buyer each assume full responsibility for selecting and compensating their respective vendors. 315 This Paragraph will not relieve Broker of statutory obligations. For purposes of this Paragraph, Broker will be 316 treated as a party to this Contract. This Paragraph will survive closing. 317 20. Commercial Real Estate Sales Commission Lien Act: If the Property is commercial real estate as defined by 318 Section 475.701, Florida Statutes, the following disclosure will apply: The Florida Commercial Real Estate Sales 319 Commission Lien Act provides that when a broker has earned a commission by performing licensed services 320 under a brokerage agreement with you, the broker may claim a lien against your net sales proceeds for the 321 broker's commission. The broker's lien rights under the act cannot be waived before the commission is earned. 322 21. Brokers: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to 323 closing agent: Seller and Buyer direct Closing Agent to disburse at Closing the full amount of the brokerage 324 fees as specified in separate brokerage agreements with the parties and cooperative agreements between the 325 Brokers, except to the extent Broker has retained such fees from the escrowed funds. This Paragraph will not be 326 used to modify any MLS or other offer of compensation made by Seller or listing broker to cooperating brokers. 327 N/A 3')8 Seller's Sales Associate/License No. N/A Buyer's Sales Associate/License No. Buyer (P ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 6 of 8 pages. VAC-1 Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 329 N/A N/A 330 Seller's Sales Associate Email Address Buyer's Sales Associate Email Address 332 N/A N/A 333 Seller's Sales Associate Phone Number Buyer's Sales Associate Phone Number 334 335 N/A N/A 336 Listing Brokerage Buyer's Brokerage 337 338 N/A N/A 339 Listing Brokerage Address Buyer's Brokerage Address 340 22. Addenda: The following additional terms are included in the attached addenda and incorporated into this Contract 341 (Check if applicable): 342 ❑ A. Back-up Contract 343 ❑ B. Kick Out Clause 344 ►A C. Other Addendum to Vacant Land Contract 345 23. Additional Terms: 346 347 348 349 350 351 352 353 354 355 7 358 359 360 361 COUNTER-OFFER/REJECTION 362 ❑ Seller counters Buyer's offer (to accept the counter-offer, Buyer must sign or initial the counter -offered terms and 363 deliver a copy of the acceptance to Seller). 364 ❑ Seller rejects Buyer's offer 365 [The remainder of this page is intentionally left blank. 366 This Contract continues with Line 367 on Page 8 of 8.] Buyer (L`° ) ( ) and Seller ( ) ( ) acknowledge receipt of a copy of this page, which is 7 of 8 pages. VAC-1 xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898 7 This is intended to be a legally binding Contract. If not fully understood, seek the advice of an attorney before ,,d8 signing. 369 370 371 372 373 374 375 376 377 ATTENTION: SELLER AND BUYER CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692, Sections 692.201 - 692.205, Florida Statutes, 2023 (the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers who are associated with a "foreign country of concern", namely: the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic. It is a crime to buy or knowingly sell property in violation of the Act. At time of purchase, Buyer must provide a signed Affidavit which complies with the requirements of the Act. Seller and Buyer are advised to seek legal counsel regarding their respective obligations and liabilities under the Act. 378 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute 379 Buyer: Date: 380 Print name: James McQueen Title: Executive Director Approved as to Form: 381 Date: 382 Print name: Vincent T. Brown, Staff Counsel 383 Buyer's address for purpose of notice: Address: 385 Phone: Fax: Email: FRONTIER FUELS, INC., a Wyoming corporation 386 Seller: Date: 387 Print name: Meredith Sonson Title: Authorized Signatory FLEET FINANCE & MORTGAGE, INC., a Florida corporation 388 Seller: Date: 389 Print name: Meredith Sonson Title: Authorized Signatory 390 Seller's address for purpose of notice: 391 Address: cLo Holhnd & Kn>ght_ 1 I P, Attn• Shawn S Amuia& Egg 392 Phone: 305-789-7591 Fax: 305-789-7799 Email: shawn.amuial(aihklaw.com Florida REALTORS' makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR'. REALTOR" is a registered collective membership mark which may be used only be real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS' and who subscribe to its Code of Ethics. The copyright laws of United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms. Buyer) ( ) and Seller ( ) L ) acknowledge receipt of a copy of this page, which is 8 of 8 pages. VAC-1 xx Rev 7/23 ©2023 Florida Realtors® Licensed to Alta Star Software and ID1827922.472724 Software and added formatting © 2024 Alta Star Software, all rights reserved. • www.altastar.com • (877) 279-8898