District No. 1 - Ronald Williams District No. 2 - Rusty DePratter District No. 3 - Jody DuPree Disb'ict No. 4 - Stephen E. Bailey

Disbid: No. 5 - scarlet P. Frisina

September 5, 2012

MEMO

I f!:!:

TO:

Board of County Commissioners ~

FR:

Dale Williams, County Manager

RE:

September 6,2012 Agenda - Additions

1.)

Resolution No. 2012R - 48: Authorizes the purchase of 58.91 acres adjacent to the Target Development Project for the purpose of finalizing wetland mitigation requirements. The purchase is from 1-10 Timber Company and 1-10 - 441, L.L.C for $150,000.

2.)

Columbia County Sheriffs Office - Budget Amendment #15: Reimbursement of Tropical Storm Debby expenditures in the amount of$219,826.58.

BOARD MEETS FIRST THURSDAY AT 7:00 P.M. AND THIRD THURSDAY AT 7:00 P.M.

P. O. BOX 1529

LAKE CITY, FLORIDA 32056·1529

PHONE (386) 755-4100

Page 1 of 1

Lisa Roberts From:

Diane [[email protected]]

Sent:

Tuesday, September 04, 20124:06 PM

To:

Lisa Roberts

Cc:

'Marlin Feagle'

SUbject:

TargeUCrapps closing

Attachments: TargetResolution.pdf Lisa, Attached is a proposed Resolution to add to the County website for consideration and approval at the Board meeting on Thursday. Diane

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Florida Registered Paralegal Feagle & Feagle, Attorneys, PA 153 NE Madison Street Post Office Box 1653 Lake City, Florida 32056-1653 Phone: 386/752-7191 Fax: 386/758-0950

9/4/2012

COLUMBIA COUNTY, FLORIDA RESOLUTION NO. 2012R-~ RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLUMBIA COUNTY, FLORIDA, AUTHORIZING THE PURCHASE OF THE REAL PROPERTY DESCRIBED IN THIS RESOLUTION UPON THE TERMS AND CONDITIONS PROVIDED IN THE CONTRACT BETWEEN 1-10 TIMBER CO. AND 110-441, L.L.C. (SELLER) AND COLUMBIA COUNTY, FLORIDA (BUYER). A

WHEREAS, Target Corporation ("Target") acquired certain property consisting of upproximately 75 acres within the City of Lake City, Florida, pursuant to an Assignment llnd Assumption of Purchase Agreement entered into as of October 2006 among Target, City of Lake City, Florida, and Columbia County Board of County Commissioners; and WHEREAS, the agreements between the parties included all of the tenns of that certain Memorandum of Understanding doted September II, 2006 (the "MOU"), and pursuant to the MOU, Columbia County agreed to provide for the wetlands mitigation for the Target Development project; and WHEREAS, in order to fulfill its obligation to provide wetland mitigation for the Target Development Project, it is necessary for Columbia County to acquire certain additional real properties consisting of llpproximately 58.91 acres lying northerly of and adjucent to the Tllrgct Development Project, us more particularly described in Exhibit "A" attached hereto (the "property"); and WHEREAS, the 1-10 Timber Co., a Florida corporation, and 1-10-441, L.L.C., a Florida limited liability company, have entered into a Vacant Land Contract, a copy being attached hereto as Exhibit ··A," with Columbia County, Florida, effective August 15, 2012, lor the sale of the property for the total purchase price of $150,000.00, including ten ( 10) acres of the property being donated by Seller to County; and WHEREAS, the Columbiu County Board of County Commissioners wish to memorialize their agreement to purchase the property upon the terms and conditions of the Vacunt Lund Contract, and to designute und authorize the officers who will execute the closing documents.

NOW, THEREFORE, BE IT RESOLVED BY THE COLUMBIA COUNTY BOARD OF COUNTY COMMISSIONERS AS FOLLOWS: Section I. The above recitals are an true and accurate and are incorporated herein and made a pan of this Resolution.

Section 2. The County is hereby authorized to purchase the property in accordance with the Vacant Land Contract between Seller, 1-10 Timber Co. and 1-10441, L.L.C., and Buyer, Columbia County, Florida, and the Chainnan of the Board is authorized to execute and deliver aU closing documents deemed reasonably necessary to complete the closing of the transaction, and the County staff is authorized to execute any additional documents deemed necessary for the closing, and to obtain and pay the necessary funding for the closing in accordance with the contract between the Seller and Buyer. PASSED AND ADOPTED by the Board ofCounty Commissioners of Columbia day of September, 2012. County, Florida, in regular session on the BOARD OF COUNTY COMMISSIONERS COLUMBIA COUNTY, FLORIDA By:

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Scarlet P. Frisina, Chair ATTEST:

-P. DeWitt Cason, Clerk of Courts (SEAL)

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if an Improvement is substandalfy competed IS of Effective Date but has not resultecUD a lien before closing, and luyer wiD pay all other amounts. If speclalauessments may be p-'d In installments I..,. U Stu. (if left bIanIc. luyer) .hlU pay Installments cIu. after dosing. If Seller is checked, S....r will pay the au.ssmentln full prior to or It the time of dosing. Public body does not include I Homeowner Assodatlon or Condominium Association. If) T•• WIthholding: If S....r Is • ·for.gn person· IS defined by FIRPTA. Section 1445 of the Internal Revenue Code requires Iuyer to withhold 10'1& of the amount realized by the StIller on the Iransfer end remit the withheld amount to the Internal Revenue Service (IRS) unless an Umlption applies. The primary exemptions Ire (1) Seller provides lu,.. with an affidlvit that Seller Is not a "orelgn person·, (21 Sell. provides luyer with a Withholding ClII1Ificate providing for reduced or eliminated withholding, or (3) the groll sal. price is $300.000 or leIS, luyer Is an individual who purchases the Property to use IS a residence. and luy. or a mernber of I..,er'. family has definite plans to reside at the Property for at I.ast S~ of the number of days the Property Is in use dUring each of the first two 12 month periods after transf•. The IRS requires luyer and Sell.r to have a US. federal taxpayw identification num'*' (-rJN,. lu,. and Sell,r Igr.. to llCecute and deliver IS directed any Instrument, amdavit or statement reasonably necessary to comply with FIRPTA requirements including applying for a TIN within 3 days from ErrecUve Date and delivering their respecdve nN or Saci" Security numbers to the Closing Agent If Sel. applies for I withholding cerdticlte but the application is stll pending as of closing, luyer wm placl thl 109f1 t.x In escrow .t 5"r'. expense to be disbursed In accordance with the final determination of theiRS, provided S.lItr so r-auests and gives au,.r notice of the pending application in lIeeordanee with Section 1445. If luyer does not pay suffldent cash at dosing to meet the Withholding requirement, 5.1. will deilYeI to luy.r at dosing the additional cuh ncceslllry to MtiSty the requirement luyer wi timely disburse the funds to theiRS and provide Seller with copies oftht tax forms and receipts. (g11DJ1 Exch.nge: If either s ....r or luyer wishes to Intel into allkHcJnd exchange (either slmult.neously with doslng or after) under Section 1031 of the Internal Revenue Code (-Exchange', the other party coopelate In aD reasonable respects to effectuate the Exchlnge Including executing documents; provided, however, that the cooperating party will Incur no liability or cost related to the Exchange and th.t the closing shall not be contingent upon, extended or del.yed by the Exchange.

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us .. LAND USE: S,1er will deliver the Property to luy. at the time agreed In Its present ·u Is· condition, with conditions u, resuklng from 1uytr'llNSpectlons and casualty damage, If any, excepted. Seller will maintain the landscaping and grounds In lS7 a comparable condition and wiD not engage In or permit Iny activity that would materially altel the Property's condition without 1:11 the luyer's prior written consent. 1J9 (•• Flood Zone: luye, Is advised to vellty by survey, with the lender and with approprl.te government Igendes which ftood 140 zone the Property Is In, whether flood Insurance Is required and what restrictions apply to Improving the Property Ind 141 rebudding In the event at eilsualty. IoU (bl Gonrnmtnt ....ul.llan: luyer Is advised that changes In government regul.dons and levels of service which affect 14J luyor'1 Intended use of the Property will not be grounds for canceling this Contract If the Feaslbalty Study Period has expired 144 or If luyer hIS checlced choice (c)(2) below. 145 Ie) Insptdfons: (cl!«k (1) or Q} INlow} 146" (!)(11 Ft••,bIUty Studr-Iuyu will, at luyor'. expense and within _ e_ days from Effecdve Date (OFeulbillty Study 1470 Period', determine whether the Property Is suitable, In luyer's sole .nd absolute discretion, for _~ ~ 14. nd Mitigation use. During the Feaslbllty Study Period, luyer may conduct • Phase I environmental 14' allessment and any other tests, analyses, surveys and Investigations rlnspectlons") that luy.r deems n.ceuary to ISO determine to Buyer'. satlsf.ctlon the Property's engineering, .chltectural and erlvironmental properties; zoning Ind IS1 zoning restrictions; subdivision statutes; soil and glade; av.il.bllty of access to public roads, water, and other utilities; IU consistentY with local, stale and regional growth management plans; availability of permits, government approvals, and ISJ Ikenses; and other Inspections that luyer deems appropriate to determine the Property's suitlbUity for the luyer'. 154 Intended use. If the Property must be rezoned, luy. will obtain the rezoning (rom the appropriate government agencies. 155 Sel. will sign all documents luy.r Is required to file In connection with development or rezoning IpprOVaiS. IS' Seller gives luy.r, lu agents, contrlctars and assigns, the right to enter the Property at any time during the Feasibility 151 Study Period for the purpose of conducting Inspections; provided, however, that luyer, its Igents, contr.ctors and 1501 assigns enter the Property and conduct Inspections at their own risk. luyer will Indemnify and hold Stlltr harmless 1St from 10SHS, damages, casts, dalms and expenses of any nature, indudlng attorneys' fees, expenses .nd liability 160 incurred in application for rezoning or r.lated proceedings, and from liability to any person, arising from the conduct of 161 any and alllnspec1lons or any work authorized by IUy•• luy.r will not eng.ge In any activity that could result In I 161 construction lien being filed Igalnst the Property without s.IIt"s prior written consent. If thIs tr.nsactlon does not I6J close, luyer will, It IUylr'1 Ixpensl, (1) repair all damages to the Propeny resulting from the Inspections and return 11,4 the Property to the condition it was In prior to conduct of the Inspections, and (2) release to Soller all reports and other 16S work generated as a resuk of the Inspections. '" Buy.r wll eMllver written notice to selltr prior to the expiration of the Feasibility Study Perfod of luyer'1 determination of 167 whether or not the Property is acceptable. I.,.r's failure to comply with this nOllce requirement will constitute acceptance 161 of the Property IS suitable for luyer'. Intended use In Its -as Is· condition. If the Property Is unacceptable to lu,.r and I~ written notice of thIs f.ct is timely delivered to Seller, this Contract will be deemed terminated IS of the day atter the 170 Feuibilfty Study period ends and lu,.r'1 deposit(s) will be returned after Esaow Agent receives proper authorization from 171 .11 Interested parties. 1n' (1) No F....blll" Study: luyer is satisfied that the Property 15 suitable for luyer'. purposes, Including being I7J satisfied that either public s~era.e and water are available to the Property or the Property will be approved for the 0

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install_on of a wei and/or private sewerage disposal system i1nd tNt existing zoning and otMr plltin.nt regulations ."d restrictions, such AS subdivision or deed restrictions, coocu"ency. growth management and erMronmentll condltlons..e acceptabl. to ThIs Contract Is not contingent on conducting any rurtherlnvestlgldons. Id) sulNllvlded Landi: II this Contrad Is for the purchase of subdivided lands, defined by Florid. L.w as -Ca) Any contiguous land which Is dtvtded or Is proposed to b. divided for the purpose of disposition Into 50 or more lots, parcels. units, or Int_ests; or (b) Any land. whether contiguous or not. which Is divided 01' proposed to be divided Into 50 or more lou, parcels, units, or Interests which ar. offered IS • part of a cornman promotional plan.-, Buyer may cancel this ContrKt for any reuon whatsoeVer for a period of 7 business days from the date on which I..,... executes this Contract. If Buyer elects to cancel within the period provided, .. funds or other proPerty paid by luy. wID be refunded without penllty or obflgatlon within 20 days of the receipt of the notice ofcancellation by the developer.

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18S 7. RISK OF LOSS, EMINENT DOMAIN: If any portion of the Property Is mat....ly damaged by casualty before dosfng, or s••, negotiates with a govemmental authority to transfer all or part of the Property In lieu of eminent domain proceedings. or if an eminent domain proceeding is Initiated, S.1Ier will prompdy Inform Buye,. Either p8rty may cancel this Contraet by written notice to the other wfthln 10 days from 1uyer'1 receipt of Sell.r's notlflc.tJon, failing which luyer wdl close In accord."ce with 1M this Contrad and receive an payments made by the government authority at insurance company, If any. 116 '17 IU

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I. nTLE: Seller will convey marketable title to the Property by statutory warranty deed at tNstee, personal representative or

guardian deed as appropriate to Seller's status. I.) Title EvIdence: Tid. evidence wi. show legal ICCesS to the Property and market.ble title of record in S....r In accordance 1M wlch current tide standards adopted by the Flotfda Bar, subJect only to the fGlowing title exceptions. none of which prevent '95' Buyer's Intended use of the Property IS wetlanil Mltlptlon • covenants, euements and restrictions of record; maners of p1ati existing zoning and govemment reguladons; oil, gls Ind minerai rights of record Ifth.rels no right of entry; current taxesi mortgages that Buyer will assume; and encumbrances that SeUer will discharge at or before dosing. SeDer will deliver to Seier's choice of one of the follOWing types of title evidence, which must be generaly accepted In the county where the Property Is located Cspeclfy In Paragraph SIc) the seleded type). SeH.r wtJl use option (1) In Palm eeach County and option (2) In Mlaml-Oade County. (1 I Atide Insurllnce commitment Issued by a Florida-licensed tide In5Urer In the amount of the purchase price and subject only to title exceptions set forth In this Contract and delivered no liter than 2 days before Oosfng Dlte. (2) An alsUng .bstnct of tide from a reputable and existing abstract firm Ilf finn Is not existing, then abstract must be certified u correct by an existing firm) purporting to be an accurate synop5is of the instruments affecting title to the Property recorded In the public recorcb of the CCM1ty where the Property is located and certffl.. to Effective Date. However If such an abstract Is not Ivallable to SeIer, then a prlar owner's tid. polley acceptable to the proposed Insurer as I bue for relssuance of coverage. S . r will pay for copfes of all policy nceptfons and an update In a format acceptable to luyer's dosfng agent from the policy effedive date and certified to Buyer or Iuyer's dosing agent, together with copies of aI documents recited in the prior policy and In the update. If I prior policy Is not available to S . r then (1) above will be the title evldenc.. Titl••vldence will be delivered no later than 10 days before Ooslng Date. Ib) nile EDmln.tlon: Buyer Will examine the tide evidence and delfver written notice to Seller, within 5 days from receipt of dde evidence but no later than OOilng Date, of any defects thlt make the title unmarketable. Seller will have 30 days from receipt of Buy.r's notice of defects (·Curatlve Period' to cure the defects at S.IIer's expense. If Seller cures the deflCtS within the Curative Period. Seller will deliver written notice to luyer and the IMmes win dose the transaction on Ooslng Date or within 10 days from luyer's rec"pt of Seller's nodce If CIosfng Date has passed. If S.'.r Is unable to cure the defects within the Curative Period. Seller will delver written notice to Buy.r and Ba,er wilL within10 days from receipt of S.hr's notice, either cancel this (ontrad or accept title with existing defects and close the transaction. Ie) Saray: luye, may, prior to Closing Date and at layer's expense, have the Property surveyed and deliver written notice to Seier, within 5 days from receipt of survey but no liter than 5 days prior to dosing, of any encroachments on the Property, encroachments by the Property's Improvements on other lands or deed restriction or zoning violations. Any such enaoachment or vlolaUon will be treated In the same manner IS a d1Ie defect and lu'..... and s.a.r's obligations will be determined in accordance with subparlgraph (b) above. Id) Coa.... Construction Control Une: If any pan of the Property lies seaward of the coastal construction control line as defined In Section 161.053 of the Florida Statutes, Seller shall provide I.,., with an afftdavlt or survey as required by I.w delineating the line's location on the Property, unless Buyer waives this requirement In writing. The Property being purchased may be subject to coastal erosion and to federal, stat•• or local r.gulatlons that govem coastal property. Indudlng delln.atlon of the coastal construcdotl control line. rigid coastal protection structures. beach nourlshmem, and the protection of marine turtles. Additional information cln be obtained from the Aorida Department of Environmental Protection, indudlng whether there are significant erosion conditions a"oclated with the shorelln. oHhe Property being purchased. D Buyer waives the right to receive a CCo. affidavit or survey.

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(a) Effective Date: The "effectfve Date- of this Contract is the date on which the last of the parties initials or signs and delivers final offer or counteroffer. Tim. Is of the ....nc. for aU provIsions of this Contnct. m Ib) Tim.: All time periods expressed ilS days will be computed In business days (a "business day" Is every calendar day lM except Saturday, Sunday and 'JI.ar:nallegal holidays). If any deadline falls on a Saturday, Sunday or national legal 217" luyer L - I L - ) and Sel"r ~ ~ acknowledge receipt of a copy of this page. which is Page 4 of 7 Pages.

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holiday, performance wlU be due th. next busine51 day. AI time periods will end ~t S:OO p.m.loc" time (meaning in the county where the Property Is locat~l of the approprlat. day. Ce) Force M.Jeures auy.r or S....r shall not be required to perform Iny obll~tlon under this Contract or be liable to .ach other for dam~g.s so long ~s thI performance or non-performance of the obligation is delay.d, caus.d or pr.vent.d by ~n act of God or fore. majeure. An -act of God- or -force maJeur.- Is defln.d IS hurricanes, earthquakes. floods, fir., unusu~1 transportation delays. wars, InsurrectiON and any other caus. not reuonably within the control of the auyer or S....r and which by the exercise of due diligence the non-performing part)' Is unabl. In whole or In pan: to prevent or overcome. All time periods. Indudlng Closing Date, win be extended (not to exceed 3D days) for the period that the force majeure or act of God Is In ~ce. In the event th~t such -act of God- or -force majeure- event contlnu.s beyond the 30 days In this sub-paragraph, elth... party may canc.1 the Contract by delivering written notice to the other and Buyer's deposit shall be refunded.

10. NOTICES: AI notices shall be in writing and will be delivered to the parties and Broker by mail, person" delivery or electronic media. Buyer'1 failure to deliver timely written notice to Seller, when IUch notic. II Nqulred by thll Contract, regarding any contlngenclel will render thet contlng.ncy nuH end void ..... the Contract wli b. construed u If the contingency did not.Jdst. Any notice. docum.nt or Item dellv.red to or NCtIIvecI by an anome, or Ueen... IIndudlftl a transaction broker) repreHntlng a party wtI be el .ff.ctIv••1 If d.Uverecl to or by thet peny.

11. COMPLETE AGREEMENT: This Contract Is the entire agreement between Buyer and Sell.r. beept for broke..... a.,......nts, no pltor or preHnt a.re.ments wiD bind Buy.r, Sel"r or Broker unleu Incorporated Into thll Contract. Modifications of this Contract will not be binding unless In writing, signed or initialed and deilYered by die pany to be bound. This Contract. signatures, initials, documer1ts referenced in this Contract, counterparts and wrlnen modifications communicated 2sa e1ectronicaly or on paper will be acceptable for all purposes,lndudlng deUvery, and win be binding. Handwrlnen or typewritten 259 terms Inserted In or anamedto this Contract preY•• over preprinted terms. If any provision of this CorItract Is or becomes Invalid 210 or unenforceable, all remaining provisions wiD continue to be fully effective. Buy.r and S.1Ier wli use diligence and good faith in 261 performing" obligations under this Contract. This Contract will not be recorded In any public records. 254 2SS 1S6 2S7

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12. ASSIGNABILITY: PERSONS BOUND: Buy.r may not assign this Contract without W.r's written consent. The terms ·Buy.r,· - Sder,- and -Broker- may be singular or plural. This Contract is binding on the heirs, administrators. executors, personal representatives and assigns (If permitted' d Buyer. S• •r and Brok.r. DEFAULT ANODISPUTERESOLunON 1 J. DEFAULT: (a) S.ller Daf.uk: If for Iny realOn other than failure 01 5..... to mike Seller'1 title marketable after diligent effort. Sell., falls. refuses or neglects to perform this Contract, Buyer may choose to receive a retum of Buyer's d.posIt without waiving the right to seek damages or to seele speaRe performance as per Par~graph 14. S....r will also be liable to Broker for the full amount of 1M brokerage fee. Cb) Buyer Defeult: If Buyer falls to perform this ContrlCl: wlthtn the time specifi~, induding timely payment of all deposits, Seller may choose to relain and collect al deposits paid and agreed to be paid as liqUidated damages or to seek specific performance as per Paragraph 14 ; and Broker will, upon demand, receNe SOll6 of aU deposits paid and agreed to be paid (to be spilt equally among Brokers) up to the full amount of the brokerage fee. 14. DISPUn RESOLunON: This Contract will be construed under Florida law. All controversies, cllims. and other matters In question arising out of or relating to this transaclion or this Contract or its breach will be se"led lIS follows: Ca) DI.utel concemlng entltl.rnent to .pollts med. and alreed to be mild.: Buyer and Seller will hIVe 30 days from the date conffiaing derunds are m~e to attempt to resolve the dlsput. through mediation. If that fails. Escrow Agent will submit the dispute, If so required by Florida law. to Escrow Agent's choice of arbitration, a Florida court or the Florida Real Est.t. Commission ("FREe,. B..,.,. and S.ller will be bound by any resulting award, judgment or order. A broker's obligation under Chapter 475, FS and the FREC rules to timely notlfV the FREC of an escrow dispute and timely resolve the escrow dispute through mediation, arbitration, Interpleader, or an escrow disbursement order, If the broker so chooses. applies only to brokers and does not apply to title companies, attorneys or other escrow companies. Ib' All oth.r dllputes: Buyer and Seller wHI have 30 days from the date a dispute arises between them to attempt to resolYe the matter through mediation. failing which the partl.s will resolve the dispute ttvough neutral binding arbitration In the county where the Property is located. The arblthtor may not alter the Contraa terms or award any remedy not provld.d for In this Contract The ~ward Will be based an the greater weight of the evidence and will state flnclngs of fact ~d the contractual authority on which it is based. If the parties agree to use discovery, It will be in accordance with the Florida Rules of CIvIl Procedure and the arbitrator will resolve all dlscovery-r.....d disputes. Any disputes with a re" estate IlceNee named In Paragraph 17 will be submitted to arbitration only If the licensee's broker consents In writing to become a party to the proce~lng. this dause will survlv. dosing. Ce) MedUlian .nd Arbltr.tIonI Expen...: -Mediation- is a process in which parties attempt to resolve a dispute by submlttfng it to an impartial mediator who fadUtltes the resolution of the dispute but who is not empowered to Impose a settlement on the ~rtlts. Mediation will be In accordance with the rules of the Am.rican ArbItration Association (-AAA1 or other mediator agreed on by the panles. The parties wiD equally dlYlde the mediation fee, if Iny. -Arbitration-is. process in which the parties resolv. a dispute by a hearing before a neutral person who deddes the rnan.r and whose dedslon Is binding on the parties. Arbitration will be In accordance with the rules of the AAA or other ubluator agreed on by lhe parties. Each pany to any arbitration will pay Its own fees. costs and expenses. Indudlng attorneys' fe.s. and will equally spilt the arbitrators' f••s and administrative fees of arbitration. In a evil action to enforce an arbitr~tion award, the prevailing pany to the arbitration shall be ent/lled to rjover from the nonpr~ailingpany reasonable anomeys' fees, costs and expenses.

Buy.r L - ) f-.J and S.ner

LD:!J, ~ acknowledge receipt of a copy of this page, which Is Page S of 7 Pages.

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ESCROW AGENT AND IROKER 15. ESCROW AGENT: luy.r end SeI.... wthorlze Escrow Agent to receive, deposit ..d hold funds and other items In eJCrOW and, subject to clearance, disburse them upon proper authorlutlan and in accordance with Florida law and the terms d this ]OJ Contract. including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for misdelivery J04 of escrowed items to luyer or Sel.r, unless the mlsdtUvery Is due to Esaow Agents wilful breach of this ContrKt or gloss )OS negligence. If Escrow Agent Interplead. the subject manu of the escrow, Escrow Agent will pay the filing fees and costs from the J06 deposit and will recover reasonable attorneys' fees and COlts to be paid frem the escrowed funds or equivalent and charged ..,d 107 JWarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrlted, so long as E.crow Agent )01 cansents to arbitrate. 100 )01 102

16. PROFESSIONAL ADVICE: BROKER UAlIUTY: Broker advises Buyer and Seller to verify all facts and representations that are Importlftt to them and to consult an appropriate professional for legal advice (for exampl.. lnterpretfng contracts, determining the effect of laws on the Property and transaction, status of tide, foreign investor reporting requirements, the effect of property lying partlilly or totaDy se.ward 01 the Coas1a1 Construction Control Line, etc.) and for 18, property condition. environmentll..,d other specllllzed IdYlc.. Buyer acknowledges that Broker does not reside In the Property Iftd that III representations (or.I, written or otherwise) by Broker are based on Seller representations or publk records. Buyer . . . . to nil' solely on prote"'onallnspecton.nd govemm.ntal a.encle. for verification of .... Property condition and facts ...., m.rerlally affect Property v.Iu., Buyer and Seller respectively will pay aU cost. and expenses, Induding reasonable attorneyS' fe•• -' aU levels. incu"ed by Broker Md Broker's officers, directors, agenu and employees In connection with or arising from Buyer'. or Seller's misstatement or failure to perform contractual obligations. Buyer and S....r hold harmless and release Broker and Broker's officers. directors, agents and employees from aB liability far loss or damage based on (1 t Iuyer'. or Seller'. misstatement or failure to perform contractu" obIgationl: (1) Broker's performance, at Buyer'1 andJor Selle"'. request, of .ny task beyond the scope of servk:es regulated by Chapter 475, F.5., a. amended,lndudlng Broleer's referral. recommendation or retendon 01 any vendor; (3) products or services provided by any vendor; and (4) expenses Incurred by any vendor. Buyer ..,d Seller each assume full responsibility for selecting and compensating their respective vendors. This paral7aph wiD not relieve Broker of statutory obligations. For purposes otthls paragraph. Broker wlU be tr.ated as a plrty to this Contract. This paragraph will survive dosing.

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17. IROKERS: The IIcensee(s) ilnd brokerage(s) named below ue collectively referred to as -aroker:lnltructlon to CIo.lnl Agenl! Sell.r and Buyer direct closing agent to disburse It dosing the full amount of the brokerage fees IS spedfled in separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent Broker has u. retained such fees from the escrowed t'unds. In the absence of such brokenge agreements. dosing agent will disburse brokerage JJD fees as Indicated below. this paragraph will not be used to modify any MLS or other offer of compensMlon made by SeIer or JJI listing broker to cooperating broleers.

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