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Gaut/Warren Agreement for Sale and PurchaseProject: Landfill Optimization Folio. 00337440003 AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made and entered into by and between Martin E Gaut and Tina R Warren whose mailing address is 2390 Markley Avenue. Naples FL 34117, hereinafter referred to as ("Seller") and Collier County. a political subdivision of the State of Florida. whose mailing address is 3335 Tamramr Trail East, Suite 101 Naples, FL 34112 (hereinafter referred to as "Purchaser") WI T N E S S E T H WHEREAS. Seller -s the owner of that certain parcel of real property located In Colder County. State of Florida, and being more particularly described in Exhibit A.. (hereinafter referred to as the "Property) attached hereto and made a part hereof by reference WHEREAS Purchaser is desirous of purchasing the Property subject to the conditions and other agreements hereinafter set forth. and Seller is agreeable to such sale and to such conditions and agreements WHEREAS Seller desires to remain in possession of the residence located on the Property and has requested the right to occupy the premises for a term of six (6) months from Date of Closing. subject to the terms and conditions described in Exhibit B (hereinafter referred to as Extended Occupancy Term ) attached hereto and made a part hereof by reference WHEREAS. Seller desires to remove the items listed in Exhibit 'C" (hereinafter referred to as "Removable Items") from the Property and Purchaser is agreeable to the removal of such items subject to the terms and conditions described in Exhibit C NOW THEREFORE and for and !r consideration of the premises and the respective undertakrrgs of the parties hereinafter set forth and the sum of Ten Dollars (510 00) the receipt and sufficiency of which is hereby acknowledged it is agreed as follows AGREEMENT 1 01 In consideration of the purchase price and upor the terms and conditions hereinafter set forth. Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property. described in Exhibit "A" II PAYMENT OF PURCHASE PRICE 2 01 The purchase price (the "Purchase Price") for the Property shall be Two Hundred & Ninety Thousand Dollars (S290 0001 (U S Currency) payable at time of closing III. CLOSING 3.01 The Closing (THE "CLOSING DATE "DATE OF CLOSING" OR "CLOSING") of the transaction shall be held on or before one hundred and twenty days (120 days) following execution of this Agreement by the Purchaser unless extended by mutual written agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's Office Administration Budding 3299 Tamiami Trail East. Suite 800 Naples, Plorida The procedure to be followed by the parties in connection with the Closing shall be as follows 1011 Seller shall convey a marketable title free of any liens. encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law At the Closing. the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged in recordable form 3.0111 Warranty Deed in favor of Purchaser conveying title to the Property free and clear of all liens and encumbrances other than (a) The lien for current taxes and assessments (b) Such other easements restrictions or conditions of record 3 0112 Combined Purchaser -Seller closing statement 3 0113 A "Gap." Tax Proration Owner's and Non -Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the ' gap" and issue the policy contemplated by the title insurance commitment 3 0114 A W-9 Form "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service 3.012 At the Closing. the Purchaser. or its assignee shall cause to be delivered to the Seller the following 3 3121 A wire transfer in an amount equal to the Purchase Price subject to adjustment for prorations as set forth herein and as stated on the closing statement No funds shall be disbursed to Seller until the Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment. referenced in Section 4 011 thereto. and the Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed L� 3 02 Each party shall be responsible for payment of its own attorneys fees Seller, at its sole cost and expense. shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed. in accordance with Chapter 201.01. Florida Statutes and the cost of recording any instruments necessary to clear Seller's title to the Property The cost of the Owner's Form B Title Policy issued pursuant to the Commitment provided for in Section 4 011 below shall be paid by Purchaser The cost of the title commitment shall also be paid by Purchaser 3 03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed. taxes will be prorated based upon such prior year's millage IV REQUIREMENTS AND CONDITIONS 4 01 Upon execution of this Agreement by both parties or at such other time as specified within this Article Purchaser and/or Seller as the case may be shal! perform the following within the times stated which shall be conditions precedent to the Closing 4 011 Within thirty (30) days after the date hereof Purchaser shall obtain as evidence of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970) covering the Property together with hard copies of all exceptions shown thereon. Purchaser shall have ten (10) days following receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than Dens evidencing monetary obligations if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable. Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement 4 012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement the title shall be deemed acceptable. Upon notification of Purchaser's objection to title Seiler shall have fifteen ' 15) days to remedy any defects in order to convey good and marketable title except for Dens or monetary obligations which will be satisfied at Closing Seller at its sole expense shall use its best efforts to make such title good and marketable In the event Seller is unable to cure said objections within said time period, Purchaser. by providing written notice to Seller within seven 17) days after expiration of said fifteen (15) day period may accept title as it then is. waiving any objection or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment 4 013 Purchaser shall have the option. at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit "A". if any Seller agrees to furnish any existing surveys of the Property. if any. to Purchaser within fifteen (15) days of execution of this Agreement. V APPRAISAL PERIOD 5.01 This provision was deleted as an in-house appraisal was obtained per the guidelines set forth in Section Two(4) of Ordinance 2007-28 VI. INSPECTION PERIOD 6.01 Purchaser shall have ninety (90) days from the date of this Agreement. ("Inspection Period"), to determine through appropriate investigation that 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soil stabilization or foundations 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination 4 The Property can be utilized for its intended purpose. 6.02 If Purchaser is not satisfied. for any reason whatsoever, with the results of any investigation including any investigations not specifically stated herein, Purchaser shall deliver to Seller prior to the expiration of the Inspection Period. written notice of its intention to waive the applicable contingencies or to terminate this Agreement If Purchaser fails to notify the Seller in writing of Its specific objections as provided herein within the Inspection Period, it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection. Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Property 6 03 Purchaser and its agents. employees and servants shalir at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyses soil borings and all other necessary investigation. Purchaser shall. in performing such tests. use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchaser's entry. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. VII. INSPECTION 7 01 Seller acknowledges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. Vill. POSSESSION 8 01 Purchaser shall be entitled to full possession of the Property at Closing. IX PRORATIONS 9.01 Ad valorem taxes next due and payable. after closing on the Property shall be prorated at Closing based upon the gross amount of 2020 taxes. and shall be paid by Seller. X TERMINATION AND REMEDIES 1001 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller within ten (10) days of written notification of such failure Purchaser may at its optionterminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee including the right to seek specific performance of this Agreement 10 02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination. and Purchaser fads to close the transaction contemplated hereby or otherwise fails to perform any of the terms covenants and conditions of this Agreement as required on the part of Purchaser to be performed. provided Seller is not in default then as Seller's sole remedy. Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser and nether party shall have any further liability or obligation to the other except as set for in paragraph 13 01 (Real Estate Brokers) hereof. 10 03 Should any litigation or other action be commenced between the parties concerning the Property or this Agreement the party prevailing in such litigation or other action shall be entitled, in addition to such relief as may be granted. to a reasonable sum for its attorney's fees paralegal charges and all fees and costs for appellate proceedings in such litigation or other action which sum may be determined by the court or in a separate action brought for that purpose. 10 04 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties and take into account the peculiar risks and expenses of each of the parties XI SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 11 01 Seller and Purchaser represent and warrant the following 11 011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending. threatened or contemplated bankruptcy proceeding 11.012 Seller has full right. power. and authority to own and operate the Property. and to execute. deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller. if necessary 11 013 The warranties set forth in this Article shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 11.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state municipal or other governmental instrumentality that relate to this agreement or any other property that could. if continued. adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 11.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof 11.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect. Seller shall not encumber or convey any portion of the Property or any rights therein. nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance. encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 11 017 To the best of Sellers knowledge. there are no incinerators. or cesspools on the Property: all waste. if any. is discharged into a public sanitary sewer system Seller has no knowledge that any pollutants are or have been discharged from the Property. directly or indirectly into any body of water Seller has no knowledge the Property has not been used for the production. handling. storage. transportation, manufacture or disposal of hazardous or toxic substances or wastes as such terms are defined in applicable laws and regulations. or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Property. and there is no proceeding or inquiry by any authority with respect thereto Seller has no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties Seller has no knowledge of storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 11.018 Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local statute, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law. ordinance. code or regulation or requiring or calling attention to the need for any work, repairs. construction. alterations or installation on or in connection with the Property in order to comply with any laws, ordinances. codes or regulation with which Seller has not complied. 11.019 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property.. and there are no maintenance. construction advertising management leasing. employment. service or other contracts affecting the Property. 11.020 Seller has no knowledge that there are any suits, actions or arbitration, bond issuances or proposals therefor proposals for public improvement assessments, pay -back agreements. paving agreements. road expansion or improvement agreements. utility moratoriums use moratoriums, improvement moratoriums. administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to perform hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement 11.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing Therefore. Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 11 022 At the Closing. Seller shall deliver to Purchaser a statement (hereinafter called the "Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing, which provisions shall survive the Closing 11.023 Seller represents. warrants and agrees to indemnify reimburse. defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against. imposed on or incurred by Purchaser directly or indirectly. pursuant to or in connection with the application of any federal, state. local or common law relating to pollution or protection of the environment which shall be in accordance with. but not limited to, the Comprehensive Environmental Response. CompensatiOnr and Liability Act of 1980, 42 U.S.0 Section 9601, et seq., ("CERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"). including any amendments or successor in function to these acts This provision and the rights of Purchaser hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 11.024 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense XII NOTICES 12 01 Any notice request. demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered, or certified mail, return receipt requested. postage prepaid. addressed as follows If to Purchaser: Real Property Management Department Administration Building 3335 Tamiami Trail East - Suite 101 Naples Florida 34112 With a copy to Office of the County Attorney Administration Building 3299 Tamiami Trail East - Suite 800 Naples, Florida 34112 If to Seller Martin Gaut & Tina Warren 2390 Markley Avenue Naples. FL 34117 With a copy to: 12 02 The addressees and addresses for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received. the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes XIII REAL ESTATE BROKERS 13 01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative in connection with this Agreement. Seller agrees to pay any and all commissions or fees at closing pursuant to the terms of a separate agreement. if any XIV. MISCELLANEOUS 14 01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties 14 02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties (hereinafter referred to as 'Effective Date l and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs. executors personal representatives successors successor trustee, and assignees whenever the context so requires or admits. 14 03 Any amendment tc this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties 14 04 Captions and section headings contained in this Agreement are for convenience and reference only in no way do they define describe. extend or limit the scope or intent of this Agreement or any provisions hereof 14.05 All terms and words used in this Agreement regardless of the number and gender in which used. shall be deemed to include any other gender or number as the context or the use thereof may require 14 06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision 14.07 If any date specified in this Agreement falls on a Saturday Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day 14.08 Seller is aware of and understands that the 'offer" to purchase represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County. Florida 14 09 If the Seller holds the Property in the form of a partnership. limited partnership, corporation. trust or any form of representative capacity whatsoever for others Seller shall make a written public disclosure according to Chapter 286 Florida Statutes. under oath of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517. Florida Statutes whose stock is for sale to the general public it is hereby exempt from the provisions of Chapter 286. Florida Statutes ) 14 10 This Agreement is governed and construed in accordance with the laws of the State of Florida XV CORONAVIRUS (COVIDI9) 15.01 County and Seller acknowledge that the Coronavirus (COVID-19) pandemic may cause unprecedented impacts to real estate transactions including but not limited to 0 travel restrictions. ii) self-imposed and/or governmental required isolations. and iii) potential closures of offices and institutions required to fund close and record real estate transactions In the event Covid19 impacts the County s ability to perform Due Diligence. Cure Title, and/or Close this transaction County and Seller may mutually agree to extend the Inspection Period. Title Cure Period and/or Closing Date If in the County s sole discretion. an extension date is needed. and if County and Seller cannot agree to the date(s) upon which to extend the Inspection Period, Title Cure Period. and/or Closing Date then either party may terminate this Contract without penalty or cost. and the parties will have no further obligations to each other. XVI ENTIRE AGREEMENT 16.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties and no promise representation warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Purchaser and Seller Time is of the essence of this Agreement (Signatures on Next Page) C.t IN WITNESS WHEREOF the parties hereto have signed below. Dated Project/Acquis tion Approved by BCC ava� AS TO PURCHASER: DATED: ATTEST' Crystal K. Kinkel, Clerk De ut Clerk 4 es# as` 'S ,gture on y;,.. . e6.4 'O\ AS TO SELLM DATED: C'V WITNESSES: i`iCnnCdy al�hnS On (Printed Name) ature) C'l�n.tiO�Ly AL4::,LK (Printed Name) BOARD OF OUNTY COMMISSIONERS COLLIER UNTY F ORI BY - Burt L. Saunders. Chairman BY rtin E Gaut BY Tina R. Warren Approved as toform and legality: O �� Jen A. Belpedio S Assistant County Attorney (t�� EXHIBIT A Legally described as the West of the Northwest Y4 of the Northwest Y4 of the Northwest % of Section 31, Township 49 South. Range 27 East Collier County Florida. and including the lawn. trees, shrubbery and landscaping (collectively "the Landscaping") and all non -leased fixtures (the "Real Property') together with the following items existing on the Real Property on the Effective Date. built-in appliances and beverage coolers)/dispenser(s), attached lighting, ceiling fan(s). built-in shelving/closet fittings: wall-to-wall carpeting: integrated home automation. audio-visual. home entertainment and/or home sound systems including all operational components and software. hurricane/storm shutters and panels and all components: central vacuum system including hoses Intercom system water softener/purification system built-in home generator security/surveillance system Including cameras drapery rods. television brackets (excluding televisions): decorative shutters and pool equipment: and (the Real Property and the above Items are collectively referred to as the Property"). and together with the following personal property existing on the Real Property on the Effective Date refrigerator(s). range(s) dishwasher(s) mlcrowave(s), washer(s): dryer(s), draperies curtains, blinds, shades and other window treatments. garage door opener(s)/remote(s): keys. fobs and other access devices (Including to community property). pool or solar cover, child pool safety fence and automated pool cleaning equipment. The address of the Property is 2390 Markley Avenue. Naples FL 34117 The PID # Is 00337440003 EXHIBIT B A Seller may occupy the Property for six (6) months after the Date of Closing (the `Occupancy Term"). B. At Closing, the sum of Five Thousand Dollars (55.000) will be withheld by Purchaser as security for any damages suffered by the Property during the Seller's occupancy (-Security Deposit') The Security Deposit will be paid to Seller at the end of its Term of occupancy. provided there nas been no damage to the Property caused by the negligence or intentional acts of Seller or anyone acting with Seller s knowledge and consent. Upon the vacating of the Property. the Purchaser will have twenty (20) days to return the Security Deposit or give Seller written notice of Purchasers intention to impose a claim upon the Security Deposit In the event Purchaser intends to impose a claim upon a part or all of the Security Deposit. it will provide Seller with an explanation of the damage ar estimate of repair and an accounting of the deposit balance. C. When the Property is partly damaged or destroyed by fire or other casualty not due to Seller's willful or negligent act or that of anyone on the Property with the knowledge or consent (actual or implied). of Seller Purchaser will make repair as soon as reasonably possible Purchaser shall also be responsible for the repair to fixtures or appliances in excess of the limit set forth in Section F (below). provided such repair is not necessitated by Sellers misuse waste or neglect of the Property. or that of anyone on the Property with Sellers knowledge and consent (actual or implied) If the Property is rendered un- ,nhabitable due to fire storm or other casualty then this Agreement shall automatically terminate with the sole duty of Purchaser then being to refund to Seller the security deposit. Purchaser shall not be liable for any damage or injury to Seller and his or her property by reason of any water damage sustained by Seller and his or her property or by reason of the breakage leakage or obstruction of water and sewer lines or other breakage in or about the Property D Seller agrees to pay all utility services as they come due. including electricity, telephone. gas. cable television, water. sewer and solid waste collection. and shall arrange for a final billing and payment of same at the time Seller vacates the Property Seller acknowledges that Purchaser will deduct all such unpaid bills from the Security Deposit. Seller shall keep the property free from pests and insure that the air conditioning system is in operation to maintain a reasonable room temperature untii the Seller vacates the property. E Seller will use the Property only as its primary residence Seller is prohibited from allowing persons. other than its immediate family members to reside on the Property F Seller shall maintain the Property, including all landscaping. systems and equipment. as defined herein below. in clean and working condition at all times Seller shall use all systems and equipment in a reasonable manner Seller shall immediately make and pay for all required repairs to the plumbing. range. heating apparatus. washer- dryer air conditioning. refrigerator. dishwasher and electric and gas fixtures. provided the cost of said repairs does not exceed One Thousand Dollars (Si 000.00). Purchaser reserves the right to enter upon the Property and repair. at the Seller's expense, all damage or injury to the fixtures and appliances in the event Seller fails to effect repairs after 10 days' notice. Purchaser's election not to effect repairs shall not relieve Seller of its obligation to repair or subject Purchaser to liability for its election. G. Seller shall comply with all governmental regulations concerning the use of the Property and not permit or suffer any illegal activity or use. or permit to be made any disturbance. noise or nuisance whatsoever which would be detrimental to the peace. quiet and comfort of other persons in the vicinity of the Property or affect the insurance risk factor to the Property. H. Seller shall permit Purchaser's agent or employee to enter the Property at any reasonable time upon 24 hours notice. during the term of this Agreement to inspect the Property or make any needed repairs I Seller will surrender possession of the Property at the expiration the Term in as good a condition as of the Effective Date reasonable wear and tear and acts of God excepted J Seller shall not alter or make additions to the Property without the Purchaser's consent. Seller shall not deface. damage or remove any part of the Property, except for Removable Items. or permit any person to do so The Property shall be conveyed in the condition it was on the Effective Date except for ordinary wear and tear. Purchaser may conduct a final walk-through of the Property to confirm that items being conveyed as part of this Agreement remain on the Property and that Seller has maintained the Property as required herein K. Seller shall be deemed in default of this Agreement if Seller fails to perform any of the covenants. promises or obligations contained in this Section for a period of ten (10) days after notice of such default. Upon Seller's default. Purchaser may terminate this Agreement upon twenty (20) days written notice to Seller, re-enter and take possession of the Property. whereupon the term thereby granted and all rights of Seller to occupy the Property shall terminate The Seller shall remain Fable for any damage suffered by the Property because of Sellers breach of any of the covenants of this Agreement. and such termination shall be without prejudice to the Purchasers right to collect said damages Purchaser and Seller shall have the right to pursue any and all remedies available under this Agreement or applicable law L. Seller shall be required to maintain insurance on the Property during the entire Term. which policy shall include contents coverage of S100 000, premises liability with limits of S300.000. and loss of use coverage Purchaser will be named as an additional insured and the pclicy premium for the Term of occupancy will be paid in advance at Closing. Seller will be required to provide a certificate of insurance prior to Closing M The terms and conditions contained in this Section shall survive Closing and are not deemed satisfied by conveyance of title. N. Seller hereby indemnifies. defends and holds Purchaser and its agents. successors and assigns harmless from and against any and all loss Lability. expense. claim. damage or causes of action incurred by Purchaser (including reasonable attorneys' fees) arising out of or relating to the acts or omissions of the Seller. its agents. employees. representatives licensees invitees and/or any other person under Sellers control or acting at Seller s direction its successors and assigns. upon or relating to the subject Property. except for such loss. liability expense. claim or damage caused by Purchasers gross negligence or willful misconduct. 0. Seller and Purchaser agree and acknowledge that this Exhibit B agreement is not a lease but rather a contract for occupancy (extended possession) of the Property as a condition of sale which is not subject to Chapter 83 Florida Statutes The parties do not intend to invoke any of the obligations or remedies contained in Chapter 83. and the terms and conditions contained herein shall be construed in accordance with the parties' intent and shall be given their plain meaning without reference or application of s. 83.43. Fla Stat.. or any other portion of Chapter 83 EXHIBIT C Seller may remove the following items from the Property ("Removable Items ) Washer/dryer Outside solar lights Duck house Dog run around duck house Fill dirt purchased Horse fence panels Board petitions in horse stalls In removing the Removable Items. Seller shall exercise due care and ensure that all work is completed in a reasonable, appropriate. professional and workmanlike manner. Seller shall immediately repair any damage to the Property resulting from Sellers removal of the Removable Items Removable Items may be removed from Property at any time prior to expiration of the Occupancy Term Any Removable Items not removed prior to the expiration of the Occupancy Term shall remain on the Property and may no longer be removed.