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Okaloosa County BOCC — April 7, 2015 — EXHIBIT B ODDFELLOW CONTRACT — reading text
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EXHIBIT B ODDFELLOW CONTRACT — extracted reading text
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Property is damaged by fire or other
casualty ("Casualty Loss”) and cost of restoration (which shall include cost of pruning or removing
damaged trees) does not exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of
Seller and Closing shall proceed pursuant to terms of this Contract. if restoration is not completed as of
Closing, a sum equal to 125% of estimated cost to complete restoration (not to exceed 1.5% of Purchase
Price), will be escrowed at Closing. If actual cost of restoration exceeds escrowed amount, Seller shall pay
such actual costs (but, not in excess of 1.5% of Purchase Price). Any unused portion of escrowed amount
shall be returned to Seller. If cost of restoration exceeds 1.5% of Purchase Price, Buyer shall elect to either
take Property “as is" together with the 1.5%, or receive a refund of the Deposit, thereby releasing Buyer
and Seller from all further obligations under this Contract. Seller's sole obligation with respect to tree
damage by casualty or other natural occurrence shall be cost of pruning or removal.
N. 1031 EXCHANGE: If either Selier or Buyer wish to enter into a like-kind exchange (either
simultaneously with Closing or deferred) under Section 1031 of the Internal Revenue Code (‘Exchange’),
the other party shall cooperate in all reasonable respects to effectuate the Exchange, including execution
of documents; provided, however, cooperating party shall incur no liability or expense related to the
Exchange, and Closing shall not be contingent upon, nor extended or delayed by, such Exchange.
0. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT
EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This
Contract shall be binding on, and inure to the benefit of, the parties and their respective heirs or
successors in interest. Whenever the context permits, singular shall include plural and one gender shall
include all. Notice and delivery given by or to the attorney or broker (including such broker's real estate
licensee) representing any party shall be as effective as if given by or to that party. All notices must be in
writing and may be made by mail, personal delivery or electronic (including “pdf’) media. A facsimile or
Buyers initials Page 9 of 11 Sellers Initials _/jL _/glé
electronic (including “pdf”) copy of this Contract and any signatures hereon shall be considered for all
purposes as an original. This Contract may be executed by use of electronic signatures, as determined by
Florida's Electronic Signature Act and other applicable laws.
P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and
agreement of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior
agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No
modification to or change in this Contract shall be valid or binding upon Buyer or Seller uniess in writing
and executed by the parties intended to be bound by it.
Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision
of this Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other
provisions or rights.
R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and
t%pewritten or handwritten provisions shall control all printed provisions of this Contract in conflict with
them.
S. COLLECTION or COLLECTED: “COLLECTION" or “COLLECTED” means any checks tendered or
received, including Deposits, have become actually and finally collected and deposited in the
account of Escrow Agent or Closing Agent. Closing and dishursement of funds and delivery of
closing documents may be delayed by Closing Agent until such amounts have been COLLECTED
in Closing Agent’s accounts.
T. LOAN COMMITMENT: "Loan Commitment” means a statement by the lender setting forth the terms and
conditions upon which the lender is willing to make a particular mortgage loan to a particular borrower.
Neither a pre-approval letter nor a prequalification letter shall be deemed a Loan Commitment for purposes
of this Contract.
U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the
State of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall
lie in the county where the Real Property is located.
V. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT (“FIRPTA"): if a seller of U.S. real property
is a “foreign person” as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires the buyer
of the real property to withhold 10% of the amount realized by the seller on the transfer and remit the
withheld amount to the Internal Revenue Service (IRS) unless an exemption to the required withholding
applies or the seller has obtained a Withholding Certificate from the IRS authorizing a reduced amount of
withholding. Due to the complexity and potential risks of FIRPTA, Buyer and Seller should seek legal and
tax advice regarding compliance, particularly if an “exemption” is claimed on the sale of residential property
for $300,000 or less.
(i) No withholding is required under Section 1445 if the Seller is not a “foreign person,” provided Buyer
accepts proof of same from Seller, which may include Buyer's receipt of certification of non-foreign status
from Seller, signed under penalties of perjury, stating that Seller is not a foreign person and containing
Seller's name, U.S. taxpayer identification number and home address (or office address, in the case of an
entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer shall withhold 10% of the amount realized
by Seller on the transfer and timely remit said funds to the IRS.
(ii) If Seller has received a Withholding Certificate from the IRS which provides for reduced or eliminated
withholding in this transaction and provides same to Buyer by Closing, then Buyer shail withhold the
reduced sum, if any required, and timely remit said funds to the IRS.
(iii) ¥f prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate
and has provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i}(B) but no Withholding
Certificate has been received as of Closing, Buyer shall, at Closing, withhold 10% of the amount realized
by Seller on the transfer and, at Buyer's option, either (a) timely remit the withheld funds to the IRS or (b)
place the funds in escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to
terms negotiated by the parties, to be subsequently disbursed in accordance with the Withholding
Certificate issued by the IRS or remitted directly to the IRS if the Seller's application is rejected or upon
terms set forth in the escrow agreement.
{iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this
transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy
the applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the
funds for disbursement in accordance with the final determination of the IRS, as applicable.
(v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS
Forms 8288 and 8288-A, as filed.
Page 10 of 11 Sellers Initials /ZV/ /JIQ
Buyers Initials
Buyer: Date:
8y: .
Buyers Initials
ADDENDA AND ADDITIONAL TERMS
19. ADDENDA: The following additional terms are included in the attached addenda or riders and
incorporated into this Contract (Check If applicable):
OA. Condominium Rider O M. Defective Drywall O X, Kick-out Clause
0 B8. Homeowners’ Assn. ON. Coastal Construction Control Line OY. Seller's Atomey Approval
O C. Seller Financing 00. Insulation Disclosure 0 2. Buyer's Attorney Approval
0OD. Mortgage Assumption OP. Lead Based Paint Disclosure OAA. Licensee-Personal
(Pre-1978 Housing) Interest in Property
OE. FHA/VA Financing 0 Q. Housing for Older Persons [0 BB. Binding Arbitration
OF. Appraisal Contingency OR. Rezoning fiOther. see below
O G. Short Sale O0S. Lease Purchase/ Lease Option
OH. Homeowners'/Flood ins. OT. Pre-Closing Occupancy by Buyer
0!, RESERVED D U. Post-Closing Occupancy by Seller
OJ. Interest-Bearing Acct. D V. Sale of Buyer's Property
OK. "Aslis" O W. Back-up Contract
)(L. Right to Inspect/ Cancel/ESA
20. ADDITIONAL TERMS Agg_qgngjmm
(DD) Rental Pavment aa "
PLORERTY [S_sded AS IS
COUNTER-OFFER/REJECTION
0 Seller counters Buyer's offer (to accept the counter-offer, Buyer must sign or Initial the counter-offered
terms and deliver a copy of the acceptancs to Seller).
0 Seller rejects Buyer’s offer.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
Buyer: L Date:
Seller: _&A&T M Date; 63/9 ‘f/ZDLf
By: Gene T. Elliott, as-Grand Master (President)
Seller: 4 / Date: 3/’2 3t /’ A
By: Aldo Farradaz, as Grand Secretary
Buyer's address for purposes of notice Selier's address for purposes of notice
L r Blvd., Suite 10 2 nu
Et. Walton Beach, FL. 32547 Okeechobee, Fl. 34972-2081
S Page 11 of 11 Sellers Initals 7/ <JTE-
ADDENDUM L.
RIGHT TO INSPECT AND ENVIRONMENTAL SITE ASSESSMENT
1. In fieu of the Inspection Period set forth in Paragraph 12(a), Buyer shall have __60 _ (if left blank, then 15) days
from Effective Date ("Right To inspect Period") within which to have such inspections of the Property
performed as Buyer shall desire and utilities shall be made available by the Seller during the Right To Inspect
Period. Any inspections permitted under Paragraph 12 which Buyer desires to make must be completed
during the Right To Inspect Period.
2. If this Contract is terminated or the transaction contemplated by this Contract does not close, Buyer shall
repair all damage to Property resulting from Buyer's inspections, return Property to its pre-inspection
condition and provide Seller with paid receipts for all work done on Property upon its complstion. This provision
shall survive termination of this Contract.
3. If Buyer determines, in Buyer's sole discretion, that the Property is not acceptable to Buyer, Buyer may terminate
this Contract by delivering written notice to Seller on or before expiration of the Right To Inspect Period and the
Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further obligations under this
Contract, except as provided in Subparagraph 2, above.
4. If Buyer elects to proceed with this Contract or fails to timely terminate this Contract on or before expiration
of the Right To Inspect Period, then this Contract shall remain in effect and:
(a) If, during the Right To Inspect Period, Buyer has conducted inspections permitted by Paragraph 12 and
timely reports to Seller in writing within the Right To Inspect Period any items requiring repair, replacement,
treatment, or the need to obtain and close Permits under such Paragraph 12, then Seller shall pay up
to the applicable amounts required by Paragraph 9(a)(i), (ii), or (iii); or
(b) If, during the Right To Inspect Period Buyer: (i) fails to conduct inspections permitted by Paragraph 12,
or (ii) conducts inspections, but fails to timely deliver to Seller a written notice or report required by
Paragraphs 12 (b), (c), or (d), then, except for Seller's continuing Maintenance Requirement, Buyer shall
have waived Seller's obligation(s) to repair, replace, treat or remedy the matters not inspected and timely
reported.
5. Environmental Site Assessment - Seller has provided to Buyer environmental audit information, if any, and other
such information regarding any potential hazardous soil or water conditions on or around the Property that are in
Seller's possession. Seller and Buyer agree that the Buyer may direct and authorize,
