EFTA00317331.pdf

Maury L. Carter & Associates, Inc. Contract for Sale and Purchase 1 PARTIES: RSRCA Deland. Ltd. "Seller") 2 of 3333 S. Orange Avenue, Suite 200, Orlando. FL 32806 (Phone 3 And IJ Group, LLC &/or Assigns ("Buyer) 4 of 9 Mott Avenue, Norwalk, CT 06854 (Phone) o hereby agree that Seller shall sell and Buyer shall buy the following described real property and 'personal property (collectively "Property") pursuant to the terms and conditions of this Contract for 'Sale and Purchase and any riders and addenda ("Contract"): o I. DESCRIPTION: 9 (a) Legal description of the Real Property located in Volusia County, Florida: See Exhibit A. Legal "Description. attached hereto and made part hereof. " (b) Street address, city, zip, of the Property is: 12 13 (c) Personal Property: 14 lo II. PURCHASE PRICE $ 5.087 000.00 "PAYMENT: "(a) Deposit held in escrow by Maury L. Carter 8 Assoc. Inc. (Escrow Agent) in the amount of $ 50,000.00 (b) Additional escrow deposit to be made to Escrow Agent in accordance with Exhibit B " amount of See Exhibit B $ 50,000.00 }0 (c) Subject to AND assumption of existing mortgage in good standing in favor of }1 having an approximate present principal balance of $ 22 (d) New mortgage financing with a Lender (See Paragraph IV in the amount of 23 24 (0 Other• $ 3fKt 44), subject to 24 (g) Balance to close by U.S. cash or LOGALL4cDRAWN-eashiers-er-efficial-baria1 " adjustments or prorations $ 4,987,000.00 "Ill. TIME FOR ACCEPTANCE OF OFFER; EFFECTIVE DATE; FACSIMILE: If this offer is not executed by and delivered to all 23 parties OR FACT OF EXECUTION communicated in writing between the parties on or before 5:00 EST 07/15/2016 the 29 deposit(s) will, at Buyer's option, be returned and this offer withdrawn. For purposes of delivery or notice of execution " parties include Buyer and Seller or each of the respective brokers or attorneys. The date of Contract ("Effective Date") will be 31 the date when the last one of the Buyer and Seller has signed this offer. A facsimile copy of this Contract and any signatures 32 hereon shall be considered for all purposes as an original. " IV. FINANCING: a) This is a cash transaction with no contingencies for financing; b) This Contract is conditioned on Buyer obtaining a written loan commitment within 40 days after Effective Date 36 fo (CHECK ONLY ONE) 0 a fixed; ❑ an adjustable; or 0 a fixed or adjustable rate loan in the principal amount of 32 $ 75% loan to value at an initial interest rate not to exceed %, discount and origination fees not to exceed " %of principal amount, and for a term of years. Buyer will make application within 10 days of Effective " Date and use reasonable diligence to obtain a loan commitment and, thereafter, to satisfy terms and conditions of the 0 commitment and close the loan. Buyer shall pay all loan expenses. If Buyer fails to obtain a commitment or fails to waive 42 Buyers rights under this subparagraph within the time for obtaining a commitment or, after diligent effort fails to meet the 03 terms and conditions of the commitment by the closing date, then either party thereafter, by written notice to the other, 0 may cancel this Contract and buyer shall be refunded the deposit(s); or "0 (c) The existing mortgage, described in Paragraph 11(c) above, has: 0 a variable interest rate; or 0 a fixed interest rate 43 of % per annum. At time of the file transfer, some fixed interest rates are subject to increase; if increased the rate shall 46 not exceed % per annum, Seller shall furnish a statement from each mortgagee stating the principal balance, method °of payment Interest rate and status of mortgage or authorize Buyer or Closing Agent to obtain the same. If Buyer has agreed " to assume a mortgage which requires approval of Buyer by mortgagee for assumption, then Buyer shall promptly obtain the " necessary application and diligently complete and return it to the mortgagee. Any mortgagee charge(s), not to exceed 50 $ (1% of amount assumed if left blank), shall be paid by Buyer. si if Buyer is not accepted by mortgagee or the requirements for assumption are not in accordance with the terms of this so Contract or mortgagee makes a charge in excess of the stated amount, Seller or Buyer may rescind this Contract by written "notice to the other party unless either elects to pay the increase in interest rate or excess mortgage charges. Buyer ( )( ) and Seller ( )( ) acknowledge receipt of a copy of this page. EFTA00317331  Maury L. Carter & Associates, Inc. S4 V. TITLE EVIDENCE: Within 10 days after Effective Date, (CHECK ONLY ONE): 0 Seller shall, at Seller's expense, deliver to " Buyer or Buyer's attorney; or 0 Buyer shall, at Buyer's expense obtain (CHECK ONLY ONE): 0 abstract of title; or la title 56 insurance commitment (with legible copies of Instruments listed as exceptions attached thereto) and, after closing, an "owner's policy of title insurance. 69 VI. CLOSING DATE: Unless modified by other provisions of this Contract, this transaction shall be dosed and the closing 59 documents delivered on or before 30 days after end of Inspection Period 0 VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to: comprehensive use plans, zoning, 61 restrictions, prohibitions 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; "public utility easements of record (easements are to be located contiguous to real property lines and not more than 10 feet " in width as to the rear of front lines and 7 )5 feet in width as to the side lines, unless otherwise stated herein); taxes for year 6$ of closing and subsequent year; assumed mortgages and purchase money mortgages, if any (if additional Items, see " addendum); provided, that there exists at closing violation of the foregoing and none prevent use of the Property for 67 office use purpose(s). " VIII. OCCUPANCY: Seller warrants that there are no parties in occupancy other than Seller; but if Property Is Intended to be rented or occupied beyond closing, the fact and terms thereof and the tenant(s) or occupants shall be disclosed pursuant to "Standard Ci7 Seller shall deliver occupancy of Property to, Buyer at time of closing unless otherwise stated herein. If " occupancy is to be delivered before closing, Buyer assumes all risks of loss of Property from date of occupancy, shall be 72 responsible and liable for all maintenance from that date, and shall be deemed to have accepted Property in its existing TS condition as of time of taking occupancy unless otherwise stated herein. TYPRWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions, riders and addenda shall SS control all printed provisions of this Contract in conflict with them. " X. ASSIGNABILITY: (CHECK ONLY ONE): Buyer ❑ may assign and thereby be released from any further liability under this "Contract; 0 may assign but not be released from liability under this Contract; or 0 may not assign this Contract. n XII. DISCLOSURES: 19 (a) Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present 10 Health Risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have " been found in buildings in Florida. Additional information regarding Radon or Radon testing may be obtained from your 46 County Public Health unit. 53 (c) If Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act, the parties shall comply " with that Act. "XII. SPECIAL CLAUSES; ADDENDA: If additional terms are to be provided, attach addendum and CHECK HERE: al at "ExhibitB. Addendum, attached hereto and made a cart hereof, °' XIII. STANDARDS FOR REAL ESTATE TRANSACTIONS: Standards A through Ton the reverse side or attached are "incorporated as a part of this Contract. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN 90 ATTORNEY PRIOR TO SIGNING. 91 91 " (Buyer) IJ Group, LLC (Date) (Seller) RSRCA Deland. Ltd. (Date) 94 95 (Buyer) (Date) (Seller) (Date) " Deposit under Paragraph 11(a) received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCE. See Exhibit B 97 (Escrow Agent) "BROKER'S FEE: The brokers named below, including listing and cooperating brokers, are the only brokers " entitled to compensation in connection with this Contract. 166 Name: See Exhibit B See Exhibit B 101 Cooperating Brokers, if any Listing Broker Buyer ( )( ) and Seller ( )( ) acknowledge receipt of a copy of this page. 2 EFTA00317332  Maury L. Carter & Associates, Inc. STANDARDS FOR REAL ESTATE TRANSACTIONS 101 A. EVIDENCE OF TITLE: A title insurance commitment issued by a Florida licensed title insurer agreeing to Issue Buyer upon 103 recording of the deed to Buyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyers Ill title to the real property, subject only to liens, encumbrances, exceptions or qualifications provided in this Contract and 105 those to be discharged by Seller at or before closing. Seller shall convey marketable title subject only to liens, 106 encumbrances, exceptions or qualifications provided in this Contract. Marketable title shall be determined according to loY applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have 5 days Ill from date of receiving evidence of title to examine it. If title Is found defective, Buyer shall within said 5 days notify 109 Seiler in writing specifying the defect(s). If defect(s) render title unmarketable, Seller will have 30 days from receipt of 11° notice to remove the defects, failing which Buyer shall, within S days after expiration of the thirty (30 day period, deliver "written notice to Seller either& (1) extending-the time for-a reasonable period not-to exceed-120withinwhich Seller-shall " 2 use-diligenteffort-to-removethe-defeetskor-(2) requesting a refund of deposit(s) paid which shall be immediately returned 113 to Buyer. If Buyer fails to notify Seller, Buyer shall be deemed to have accepted the title as it them is. Seiler-shall-if-title-is 114 found unmarketabler usediligenteffortto correct defect(s)-within thetIme provided.therefori If Seller is unable to timely 15 correct the defects, Buyer shall either waive the defects, or receive a refund of deposit(s), thereby releasing Buyer and Ila Seller from all further obligations under this Contract. If evidence of title is delivered to Buyer less than 5 days prior to 112 closing, Buyer may extend closing date so that Buyer shall have up to 5 days from date of receipt of evidence of title to examine same In accordance with this Standard. inspection Period "B. SURVEY: Buyer, at Buyer's expense, within time allowed-to-deliver-evidence-of-titleond-to-examlne-some, may have the 110 real property surveyed and certified by a registered Florida surveyor. If the survey discloses encroachments on the real 121 property or that improvements located thereon encroach on setback lines, easements, land of others or violate any 322 restrictions, Contract covenants or applicable governmental regulation, the same shall constitute a title defect. "I C. INGRESS AND EGRESS: Seller warrant and represents that there is Ingress and egress to the real property sufficient-for 324 Its4ntended-use-as-describedin-Paragraph-VII-hereofrtitleto-whkkis-In-aceordance-with-StandardA 123 D. LEASES: Seller shall, not less than 15 days before closing, furnish to Buyer copies of all written leases and estoppel 126 letters from each tenant specifying the nature and duration of the tenant's occupancy, rental rates, advanced rent and 322 security deposits paid by tenant. If Seller is unable to obtain such letter from each tenant, the same information shall be 128 furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contact " tenant to confirm such information. Seller shall, at closing, deliver and assign all original leases to Buyer. 13° E. DENS: Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided 131 herein, of any financing statement, claims of lien or potential lienors known to Seller and further attesting that there have 132 been no improvements or repairs to the real property for 90 days immediately preceding date of closing. If the real 133 property has been improved or repaired within that time, Seller shall deliver releases or waivers of construction liens " executed by all general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting 135 forth the names of all such general contracts, subcontractors, suppliers and materialmen, further affirming that all charges " for improvements of repairs which could serve as a basis for a construction lien or a claim for damages have been paid or 1" will be paid at the closing of this Contract. " F. PLACE OF CLOSING: Closing shall be held in the county wherein the real property is located at the office of the attorney 139 or other closing agent ("Closing Agent") designated by the Seller. 146 G. TIME: In computing time periods of less than (6) days, Saturdays, Sundays and state or national legal holidays shall be 141 excluded. Any time periods provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 105:00pm of the next business day. Time Is of the essence In this Contract. " 3 H. CLOSING DOCUMENTS: Seller shall furnish the deed, bill of sale, construction lien affidavit, owner's possession affidavit, 1" assignments of leases, tenant and mortgagee estoppel letters and corrective instruments. Buyer shall furnish closing 1115 statement, mortgage, mortgage note, security agreement and financing statements. 1" I. EXPENSES: Documentary stamps on the deed and recording of corrective instruments shall be paid by Seller. 142 Documentary stamps and intangible tax on the purchase money mortgage and any mortgage assumed, mortgagee title "a insurance and commitment with related fees, and recording of purchase money mortgage to Seller, deed and financing statements shall be paid by Buyer. Unless otherwise provided by law or rider to this Contract, charges for the following "aI related title services, namely title or abstract charge, title examination and settlement and closing fee, shall be paid by the i" party responsible for furnishing the title evidence in accordance with Paragraph V. Buyer( )( ) and Seller ( ) acknowledge receipt of a copy of this page. 3 EFTA00317333  Maury L. Carter & Associates, Inc. 152 1. PROBATIONS; CREDITS: Taxes, assessments, rent interest-insurance and other expenses of the Property shall be 151 prorated through the day before closing. Buyer shall have the option of taking over existing policies of insurance, if 154 assumable, in which event premiums shall be prorated. Cash at closing shall be increased or decreased as may be required 111 by proration to be made through day prior to closing, or occupancy, if occupancy occurs before closing. Advance rent and 1w security deposits will be credited to Buyer. Escrow deposits held by mortgagee will be credited to Seller. Taxes shall be 111prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and other Is6 exemptions. If closing occurs at a date when the current year's millage is not fixed and current year's assessment is 119 available, taxes will be prorated based upon such assessment and prior year's millage. If current year's assessment is not 16e available then taxes will be prorated on prior year's tax. If there are completed improvements on the real property by 161 January 11' of year of closing, which improvements were not in existence on January 10 of prior year, then taxes shall be 162 prorated base upon prior year's millage and at an equitable assessment to be agreed upon between the parties' failing 161 which, request shall be made to the County Property Appraiser for an informal assessment taking into account available In exemptions. A tax proration based on-an estimate-shallr at request-of-either partyrbe•readjusted-upon/ocelot of-tax bill on 1" condition-that-astatement-to-thateffect-is-signed-at-dosing: 164 K. SPECIAL ASSESSMENT UENS: Certified, confirmed and ratified special assessment liens as of date of closing (not as of 1" Effective Date) are to be paid by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the improvement we has been substantially completed as of Effective Date, any pending lien shall be considered certified, confirmed or ratified 168 and Seller shall, at closing, be charged an amount equal to the last estimate or assessment for the improvement buy the I" public body. 121 L RISK OF LOSS: If the Property is damaged by fire or other casualty before closing and cost of restoration does not exceed 122 3% of the assessed valuation of the Property so damaged, cost of restoration shall be an obligation of Seller and closing 111 shall proceed pursuant to the terms of this Contract with restoration costs escrowed at closing. If the cost of restoration 111 exceeds 3% of the assessed valuation of the Property so damaged, Buyer shall have the option of either taking the Property 115 as is, together with either 3% or any insurance proceeds payable by virtue of such loss or damage, or of canceling this 11$ Contract and receiving return of the deposit(s). 1" M. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds. If an abstract of title 129 has been furnished, evidence of title shall be continued at Buyer's expense to show title in Buyer, without any " 9 encumbrances or change which would render Seller's title unmarketable from the date of the last evidence. All closing 180 proceeds shall be held in escrow by Seller attorney or other mutually acceptable escrow agent for a period of not more 161 than 5 days after closing date. If Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 182 5day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to 1" cure the defect. If Seller fails to timely cure the defect, all deposit(s) and closing funds shall, upon written demand by 1.14 Buyer and within 5 days after demand, be returned to Buyer and, simultaneously with such repayment, Buyer shall return 1111 the personal property, vacate the real property and reconvey the Property to Seller by special warranty deed and bill of lw sate. If Buyer fails to make timely demand for refund, Buyer shall take title as is, waiving all rights against Seller as to any IV Intervening defect except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. If a "portion of the purchase price Is to be derived from institutional financing or refinancing, requirements of the lending 1119Institution as to place, time of day and procedures for dosing, and for disbursement of mortgage proceeds shall control 1" over contrary provision in this Contract. Seller shall have the right to require from the lending institution a written 191 commitment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to 192 Buyer mortgagor. The escrow and closing procedure required by this Standard shall be waived If the title agent insures 1" adverse matter pursuant to Section 627.7841, F.S., as amended. 191N. ESCROW: My escrow agent ("Agent") receiving funds or equivalent is authorized and agrees by acceptance of them to 195 deposit them promptly, hold same In escrow and, subject to clearance, disburse them in accordance with terms and 196 conditions of this Contract. Failure of funds to clear shall not excuse Buyer's performance. If in doubt as to Agent's duties 192 or liabilities under provisions of this Contract, Agent may, at Agent's option, continue to hold the subject matter of the In escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall In determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the 2*1 dispute. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to 201 the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will 2°2 comply with provision of Chater475, F.S., as amended. My suit between Buyer and Seller wherein Agent is made a party 2°1 because of acting as Agent hereunder, or in any suit wherein Agent interpleads the subject matter of the escrow, Agent 204 shall recover reasonable attorney's fees and costs incurred with these amount to be paid from and out of the escrowed 205 fund or equivalent and charged and awarded as court costs in favor of the prevailing party. The Agent shall not be liable to "'any party or person for misdelivery to Buyer or Seller of items subject the escrow, unless such misdelivery is due to willful 102 breach of the provisions of this Contract or gross negligence of Agent. Buyer ( )( ) and Seller ( ) acknowledge receipt of a copy of this page. 4 EFTA00317334  Maury L. Carter & Associates, Inc. xn O. ATTORNEY'S FEES; COSTS: In any litigation, including breach, enforcement or interpretation, arising out of this Contract, 2449 the prevailing party in such litigation, which, for purposes of this Standard, shall Include Seller, Buyer and any brokers 210 acting in agency or nonagency relationships authorized by Chapter 475, F.S., as amended, shall be entitled to recover from 211 the non-prevailing party reasonable attorney's fees, costs and expenses. 212 P. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the time specified, Including payment of all 213 deposits, the deposit(s) paid by Buyer and deposit(s) agreed to be paid, may be recovered and retained by and for the 214 account of Seller as agreed upon liquidated damages, consideration for the execution of this Contract and in full settlement 21$ of any claim whereupon, Buyer and Seller shall be relieved of all obligations under this Contract; or Seller, at Seller's 210 option, may proceed in equity to enforce Seller's rights under this Contract. If for any reason other than failure of Seller to 217 make Seller's title marketable after diligent effort, Seller falls, neglects or refuses to perform this Contract, Buyer may seek 218 specific performance or elect to receive the return of Buyer deposit(s) without thereby waiving any action for damages }19 resulting from Seller's breach. 210 Q. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE: Neither this Contract nor any notice of it shall be recorded in 221 any public records. This Contract shall bind and inure to the benefit of the parties and their successors in interest. 223 Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the 221 attorney for any party shall be as effective as if given by or to that party. Special 224 R. CONVEYANCE: Seller shall convey title to the real property by statutory warranty, trustee's, personal representative's or 229 guardian's deed, as appropriate to the status of the Seller, subject only to matter contained In Paragraph VII and those 226 othenvlse accepted by Buyer. Personal property shall, at the request of Buyer, be transferred by an absolute bill of sale 227 with warranty of title, subject only to such matters as may be otherwise provided for herein. 229 S. OTHER ARRANGEMENTS: No prior or present agreements or representations shall be binding up Buyer or Seller unless 229 included in this Contract. No modification to or change In this Contract shall be valid or binding upon the parties unless in }30 writing and executed by the party or parties intended to be bound by it. 231 TrWARRAffTW-Selleewarrants-thatthere are no facts known to-Seller materially affecting the value-of-the.Propeity which mare-not-readilyobservable byBuyeror-whichhavenotbeen disclosed-to Buyer. Buyer ( )( ) and Seller ( ) ) acknowledge receipt of a copy of this page. 5 EFTA00317335  RSRCA DELAND, LTD., SELLER LI GROUP, LLC, BUYER EXHIBIT A LEGAL DESCRIPTION page 1 of 2 Property is generally described as 9.22± acre parcel with approximately 68,207 square foot building located on the east side of Woodland Boulevard (US Hwy 17) and south side of E. Lisbon Parkway, DeLand, Volusia County, Florida (as shown on sketch below). Parcel ID Number is 21-17-30-00-00-0502 (Alternate Key 2292521). Property is further described on page 2 of this Exhibit A. EFTA00317336  RSRCA DELAND, LTD., SELLER 11 GROUP, LLC, BUYER EXHIBIT A LEGAL DESCRIPTION page 2 of 2 Beginning at a point et the SW corner of the NE V. of the SE % of the NW '% of Section 21, Township 17 South, Range 30 East, Volusia County, Florida, lying East of U.S. Highway 17-92; thence North .00 degrees 40 minutes 58 seconds West a distance of 140.98 feet to a point; thence South 89 degrees 42 minutes 57 seconds West a distance of 376.9S feet to a point; thence North 00 degrees 50 minutes 00 seconds West a distance of 130 feet to a point; thence South 89 degrees 42 minutes 57 seconds West a distance of 140 feet to a point on the East R.O.W. line of said U.S. Highway 17-92 (South Woodland Boulevard); thence along said R.O.W. line North 00 degrees 50 minutes 00 seconds West a distance of 251.48 feet to a point; thence North 89 degrees 42 minutes 57 seconds East e distance of 90.41 feet to a point; thence North 00 degrees 50 minutes 25 seconds West a'distance of 135 feet to a point on the South R.O.W. line of East Lisbon Parkway; thence along said R.O.W. line North 89 degrees 42 minutes 57 seconds East a distance of 677.92 feet to a point; thence South 0 degrees 40 minutes 51 seconds East a distance of 659.41 feet to a point on the South line NE'/. of the SE % of the NW X of said Section 21; thence North 89 degrees 50 minutes 02 seconds West a distance of 250.00 feet to the POINT OF BEGINNING. EFTA00317337  RSRCA DELAND, LTD., SELLER IJ GROUP, LLC, BUYER EXHIBIT B ADDENDUM 1. Within two (2) business days after Effective Date, the initial earnest money deposit (the "Initial Deposit") shall be delivered to Escrow Agent and placed in an escrow account. Within one (1) business day after end of Inspection Period, in the event Buyer elects to proceed with this transaction, the additional deposit (the "Additional Deposit") of $50,000.00 shall be delivered to Escrow Agent and shall be placed in said escrow account. Initial Deposit and Additional Deposit shall apply to purchase price at closing. Failure of Buyer to make the Additional Deposit within one (1) business day after end of Inspection Period shall be deemed Buyer's termination of this Contract, the Initial Deposit shall be paid to Buyer and both parties shall be relieved of all further obligation and liability under this Contract. Deposit shall be delivered to: Maury L. Carter & Associates, Inc.-Escrow Account 3333 S. Orange Avenue, Suite 200 Orlando Phone: Fax: 2. Buyer shall have forty-five (45) days from Effective Date to inspect the property (the "Inspection Period"). During the Inspection Period, Buyer may, at Buyer's sole discretion, for any reason or for no reason, terminate this contract by written notice to Seller. Should Buyer: (1) elect to terminate; or (2) fail to make the Additional Deposit, this Contract shall automatically terminate, the Initial Deposit shall be paid to Buyer by Escrow Agent and the parties shall be relieved of all further obligation and liability under this Contract. If Buyer elects to proceed with this transaction during the Inspection Period, this Contract shall continue in full force and effect and Buyer shall deliver the Additional Deposit to the Escrow Agent in accordance with Paragraph 1 of this Addendum. Upon receipt of the Additional Deposit, the Initial Deposit and the Additional Deposit shall become non-refundable except in the event of a default by Seller. 3. In the event this transaction fails to close for any reason, Buyer shall deliver to Seller copies of any and all information developed by Buyer or obtained by Buyer or Buyer's consultants, engineers and advisors concerning the Property, including, but not limited to: boundary surveys; topographical surveys; soil borings; environmental audits; governmental permits and correspondence; appraisals; marketing studies; engineering/planning studies; master plans; and transportation studies. In addition, Buyer shall assign to Seller all of Buyer's rights, title and interest in all of the items specified in this Paragraph, which shall become property of the Seller. In the event Buyer is entitled to a return of the Deposit, Buyer's delivery of items and assignment to Seller of all of Buyer's rights, title and interest in all of the items EFTA00317338 specified in this Paragraph shall be a condition precedent to return of the Deposit to Buyer. 4. If, prior to the Closing, the Property or any portion thereof shall be taken pursuant to an exercise of the power of eminent domain or condemnation or shall be damaged by fire or other casualty, Buyer may, within thirty (30) days of receipt of notice of such condemnation or damage, elect to terminate this Agreement and receive the return of the Deposit, or to proceed with the Closing and receive an assignment of Seller's right to any condemnation or insurance proceeds. If Buyer shall notify Seller within such thirty (30) day period that Buyer elects to proceed with the Closing, there shall be no abatement of the Purchase Price and the adjustment of the loss or award and the repair or restoration of the Property shall proceed at the joint direction of Seller and Buyer until the Closing; thereafter adjustment and restoration shall proceed at the sole direction of Buyer without obligation in connection therewith on the part of Seller. At Closing, Seller shall pay to Buyer all proceeds, if any, of any condemnation or insurance then held by Seller and Seller shall assign to Buyer Seller's right to receive any unpaid proceeds, after receipt from Buyer of any expenses of collection of such proceeds or of the restoration of the Property. 5. Buyer shall not contact tenants without Seller's advance written consent. 6. Property is being sold "As-Is, Where-Is" with all faults and without representations or warranties from the Seller. 7. After closing, Seller shall be entitled to collect any past due rent as of day before closing from tenants under the Leases, including without limitation bringing an action to collect such past due amounts, if applicable, and if either party receives rent or other payments due under a Lease for a period of time such party was not the owner of the property, such party shall remit to the other party the portion of such rent or other payment applicable to the portion of time such receiving party was not the owner of the property. This provision shall survive the closing. 8. The parties mutually agree that Buyer and/or Seller may structure this transaction as part of an exchange in such a manner as shall qualify under the provisions of Internal Revenue Service Code Section 1031. Buyer and Seller agree to cooperate with each other in executing contracts, assignments, or documents necessary to their respective exchange. Each party shall bear all costs and/or expenses not anticipated by this contract occasioned by their respective exchange. This provision shall survive the closing. 9. Buyer and Seller hereby acknowledge that Crossman & Company has previously disclosed that it is a Florida licensed real estate broker representing and receiving compensation from the Seller. The Buyer and Seller further acknowledge that Milligan Realty has previously disclosed that it is a Connecticut licensed real estate broker representing the Buyer and receiving compensation from the Seller. No other brokers are involved in this transaction. In the event of closing, real estate commission shall be paid in accordance with separate signed EFTA00317339 agreement attached hereto as Exhibit C (Commission Agreement). 10. At closing, Buyer shall receive a credit equal to the Commission Credit, as defined on Exhibit C, a total of $87,000. 11. Paragraph M of the Standards for Real Estate Transactions shall be deleted in its entirety and replaced with the following: Seller and Buyer agree that the Title Insurance Company shall be required to insure adverse matters pursuant to Section 627.7841, F.S., as amended. Accordingly, proceeds will be disbursed at Closing. BALANCE OF PAGE INTENTIONALLY LEFT BLANK EFTA00317340 RSRCA DELAND, LTD., SELLER U GROUP, Ur, BUYER EXHIBIT C COMMISSION AGREEMENT EFTA00317341