Fort Walton Beach Ordinance — 2126--Disposition of Surplus Property - 760 Lovejoy Road NW to Daher Contracting, Inc. — reading text

proceedings or an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may terminate this Contract by written notice to the other within 10 days after Buyer's receipt of Seller' s 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, 249 250 earthquakes, floods, fire, unusual transportation delays, wars, insurrections, and any other cause not reasonably 251 within the control of Seller or Buyer and which by the exercise of due diligence the non- performing party is unable 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. 255 256 14. Notices: All notices will be in writing and delivered to the parties and Broker by mail, personal delivery, or 257 electronic means. Buyer' s failure to timely deliver written notice to Seller, when such notice is required by this Contract, regarding any contingency will render that contingency null and void, and this Contract will 258 259 be construed as if the contingency did not exist. Any notice, document, or item delivered to or received by 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 264 265 initialed, and delivered by the party to be bound. Electronic signatures will be acceptable and binding. This Contract, signatures, initials, documents referenced in this Contract, counterparts, and written modifications 266 267 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. 268 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any 269 provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully 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. 275 a) Seller Default: If Seller fails, neglects, or refuses to perform Seller' s obligations under this Contract, Buyer 276 may elect to receive a return of Buyer's deposit(s) without thereby waiving any action for damages resulting Buyer( Ilnand Seiler acknowledge receipt of a copy of this page, which is 5 of 8 pages. vac- 1, 1 -= rrz 3111111 0202221 Flonda Realtors® tlaUoop signature verification, 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. 279 b) Buyer Default: If Buyer fails, neglects, or refuses to perform Buyer' s obligations under this Contract, 280 including payment of deposit(s), within the time( s) specified, Seller may elect to recover and retain the 281 deposit(s), paid and agreed to be paid, for the account of Seller as agreed upon liquidated damages, 282 consideration for execution of this Contract, and in full settlement of any claims, whereupon Seller and Buyer 283 will be relieved from all further obligations under this Contract; or Seller, at Seller's option, may proceed in 284 equity to enforce Seller' s rights under this Contract. 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. zss 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 290 291 upon proper authorization and in accordance with Florida law and the terms of this Contract, including disbursing 292 brokerage fees. " Collection" or" Collected" means any checks tendered or received have become actually and 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 304 condition and facts that materially affect Property value. Seller and Buyer respectively will pay all costs and 305 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 475701, 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' Mark Bethaa 3001799 Tracy McFaarland 3415450 328 Seller' s Sales Associate/ License No. Buyer' s Sales Associate/ License No. Buyer nand acknowledge receipt of a copy of this page, which is 6 of 8 pages, VAC- 14 fcc of 1