Loading...
89-R-55RESOLUTION NO. 89-R-55 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICIALS OF THE CITY OF EDGEWATER, TO EXECUTE THE CONTRACT FOR SALE AND PURCHASE WITH HANSON AND MCCALLISTER, INC. FOR THE PURCHASE OF APPROXIMATELY 50 ACRES IN THE NORTHEAST QUADRANT OF THE INTERSECTION OF STATE ROAD 442 AND INTERSTATE HIGHWAY 95 AND THE CITY OF EDGEWATER; REPEALING ALL RESOLUTIONS IN CONFLICT HEREWITH AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA: SECTION 1. That the City Council of the City of Edge- water, Florida, hereby authorizes the appropriate officials of the City of Edgewater, Florida, to execute the Contract for Sale and Purchase with Hanson and McCallister, Inc. for the purchase of approximately 50 acres in the Northeast quadrant of the intersection of State Road 442 and Interstate Highway 95. SECTION 2. A copy of said Contract for Sale and Purchase is attached to this Resolution and by reference incorporated herein as if fully set forth and marked Exhibit "A". SECTION 3. That all resolutions or parts of resolutions in conflict herewith be and the same are hereby repealed. SECTION 4. That this Resolution shall take effect immedi- ately upon its adoption by the City Council of the City of Edge- water, Florida, at a Regular meeting of said Council held on the 17_ day of July proved as provided by law. , 1989, and ap- This Resolution was introduced and sponsored by Councilman ld , and was read and passed by a vote of the City Council of the City of Edgewater, Florida, at a Regular meeting of said Council held on the 17 day of July 1989, and approved as provided by law. ROLL CALL VOTE AS FOLLOW ��/��� a 0 klV 1989. This%Resolution Prepared by: APPENDIX "A" PARCEL A A portion of government Lots 4, 5 and 6 and a portion of the Southwest 1/4 of the Southwest 1/4 in Section 5, Township 18 South, Range 34 East and a portion of the Southeast 1/4 of Section 6, Township 18 South, Range 34 East, Volusia County, Florida, being more particularly described as follows: Beginning at the intersection of the West line of Section 5, Township 18 South, Range 34 East, Volusia County, Florida with the North line of Government Lot 4 of said Section 5; thence run N. 88 12137" E. along the North line of said Government Lot 4 a distance of 756.17 feet to the Westerly right-of-way line of the Florida East Coast Railroad; thence leaving the North line of said Government Lot 4 run S. 17 58153" E. along said Westerly right-of-way line a distance of 4039.91 feet to a point on the Northerly right-of-way line of State Road No. 442; thence leaving said Westerly right-of-way line of the Florida East Coast Railroad run S. 79 02-02" W. along said Northerly right-of-way line of State Road No. 442 a distance of 218.23 feet to the point of curvature of a curve concave Northerly and having a radius of 1809.86 feet; thence run Westerly along the arc of said curve a distance of 82.11 feet through a central angle of 02 351570; thence leaving said Northerly right-of-way line run N. 24 24136" W. a distance of 4253.51 feet (N. 23 15' W. per deed); thence run N. 88 52145" E. a distance of 50.05 feet (East, 50.00 feet per deed) to the POINT OF BEGINNING. Containing 50.135 acres, more or less. Together with: PARCEL B Begin at the aforesaid above described POINT OF BEGINNING; thence run N. 00 28108" E. along the West line of said Section 5 a distance of 1342.03 feet to a point on the North line of a 170.00 foot Florida Power and Light Right -Of -Way; thence run S. 87 29146" W. a distance of 49.85 feet (West, 50.00 feet per deed); thence leaving said North right-of-way line run S. 00 28147" W. a distance of 1340.83 feet; thence run N. 88 52145" E. a distance of 50.05 feet to the POINT OF BEGINNING. Containing 1.537 acres, more or less. P Y-/L-613- ADDENDUM TO CONTRACT FOR SALE AND PURCHASE 1) This contract is contingent upon the City successfully issuing the $4.7 million dollar bond anticipation notes pursuant to Resolution 89-R-54. 2) Marketable title vested on David W. McCallister as President of Hanson & McCallister, Inc. and as an individual. CONTRACT FOR SALE AND PURCHASE PARTIES: DAVID W. McCALLISTER, President of Hanson & McCallister, & Hanson & McCa~Mfer~e of 2010 S. Ridgewood Avenue, Edgewater, Florida 32141 (Phone 428-664g--), and THE CITY OF EDGEWATER, a Florida Municipal Corporation ,("Bu er"), of 104 North Riverside Drive, Edgewater, Florida 32132 (Phone 428-324~), hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property") and personal property ("Personalty") (collectively "Property") upon the following terms and conditions which INCLUDE the Standards for Real Estate Transactions printed on the reverse or attached ("Standard(s)") and any addendum to this instrument. DESCRIPTION: (a) Legal description of Real Property located in Vol u s i a See Appendix "A" I. County, Florida: (b) Street address, city, zip, of the Property is: (c) Personalty: II. PURCHASE PRiCE............. .. ............................................................................................ PAYMENT: (a) Deposit(s) to be held in escrow by (b) Subject to AND assumption of mortgage in good standing in favor of .... . $5 1 6 , 7 2 0 . 0 0 in the amount of $ having an approximate present principal balance of $ (c) Purchase money mortgage and mortgage note bearing annual interest at % on terms set forth herein, in amount of .......... $ (d) Other: Cash on c10sinq $ (e) Balance to close (U.S. cash, LOCALLY DRAWN certified or cashier's check), subject to adjustments and prorations $ III. TIME FOR ACCEPTA CE; EF ECTIVE DATE: If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in writing between the parties on or before I 7 8 , the deposit(s) will, at Buyer's option, be returned to Buyer and the offer withd'rawn. The date of this Contract ("Effective Date") will be the date when the last one of the Buyer and the Seller has signed this offer. . FINANCING: (a) If the purchase price or any part of it is to be financed by a third party loan, this Contract for Sale and Purchase ("Contract") is conditioned on th obtain! n commitment for the loan within days from Effective Date, at an initial interest rate not to exceed %; term of years; and in the principal amou . Buyer will make application within days from Effective Date, and use re Ilgence to obtain the loan com- mitent and, thereafter, to meet the terms a 'tions of the commitiment and to close the loan. Buyer shall pay all loan Buyer fails to obtain the loan commitment and, promptly notifies Seller in writing, or after diligent effort fal s the terms and conditions of the or to waive Buyer's rights under this subparagraph within the time stated for obtaining the commitment, then either party may cancel the Con r u er s unded the deposit(s). (b) The existing mortgage described in Paragraph lI(b) above has OR (2 . a variable interest rate OR (2) 0 a fixed interest rate of % per annum. At time of title transfer some fixed interest rates are su . crease. If increased, the rate shal d % per annum. Seller shall, within days from Effective Date, furnish a statement ortgagees stating principal balances, method of payment, In and status of mortgages. If Buyer has agreed to assume a mortgage which requires ap r uyer by the mortgagee for assumption, then Buyer shall promptly obtain all required ap . and will diligently complete and return them to the mortgagee. agee charge(s) not to exceed $ shall be paid by (if not filled in, equally I the Buyer is not accepted by m or the requirements for assumption are not in accordance with the terms of the Contract or mortgagee makes a charge in excess 0 d amount, Seller or . uyer may rescind this Contract by p~mPt written notice to the other party unless either elects to pay the increase in interest rate or excess mortgagee charges. V. TITLE EVIDENCE: At least ~ days before closing date, Seller shall, at Seller's expense, deliver to Buyer or Buyer's attorney, in accordance with Standard A, (Check 1) or (2)): (1) 0 abstract of title OR (2)eJ title insurance commitment. VI. CLOSING DATE: This transaction shall be closed and the deed and other closing papers delivered on 8/15/89 ,unless extended by other provisions of Contract. VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer shall take title subject to: zoning, restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; 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 or front lines and 7'12 leet in width as to the side lines, unless otherwise specified herein); taxes for year of closing and subsequent years; assumed mortgages and purchase money mortgages, if any; other: provided, that there exists at closing no violation of the foregoing and none of them prevents use of Real Property for 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 shall be stated herein, and the tenant(s) or occupants disclosed pursuant to Standard F. Seller agrees to deliver occupancy of Property at time of closing unless otherwise stated herein. If occupancy is to be delivered before closing, Buyer assumes all risk of loss to Property from date of occupancy, shall be responsible and liable for maintenance from that date, and shall be deemed to have accepted Property in their existing condition as of time of taking occupancy unless otherwise stated herein or in a separate writing. IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions shall control all printed provisions of Contract in conflict with them. X. INSULATION RIDER: If Contract is utilized for the sale of a new residence, the Insulation Rider or equivalent may be attached. XI. COASTAL CONSTRUCTION CONTROL LINE ("CCCL") RIDER: If Contract is utilized for the sale of Property affected by the CCCL, Chapter 161, F.S., (1987), as amended, shall apply and the CCCL Rider or equivalent may be attached to this Contract. . XII. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") RIDER: The parties shall comply with the provisions of FIRPTA and applicable regulations which could require Seller to provide additional cash at closing to meet withholding requirements, and the FIRPTA Rider or equivalent may be attached to this Contract. XIII. ASSIGNABILITY: (CHECK (1) or (2)): Buyer (1) 0 may assign OR (2) 0 'llay not assign Contract. XIV. SPECIAL CLAUSES: (CHECK (1) or (2)): Addendum (1) ~ is attached OR (2) 0 is not applicable. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS AND THE FLORIDA BAR. Approval does not constitute an opinion that any of the terms and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and conditions should be negotiated based upon the respective interests, objectives and bargaining positions of all interested persons. XJ ~~YBI T 1988 BY THE F~R~AYA~ ~D ~H':..:L~R~A ~S~OCIATION OF REALTORS, INC. . /2 - - DAVID W. McCALLISTER, Presldent of ~~ 7-/;z-IJ1Date HANSON & McCALLISTER, Inc. & Individu<'&lel: ", (Buyer) (Seller) 267-32-4297 Social Security or Tax 1.0. # Date Social Security or Tax I.D. # 'tr~~~~ 7jr/R1 Date (Buyer) Social Security or Tax 1.0. # Social Security or Tax 1.0. # Deposit(s) under Paragraph II received; IF OTHER THAN CASH, THEN SUBJECT TO CLEARANCE. BROKER'S FEE: (CHECK & COMPLETE THE ONE APPLICABLE) By: o IF A LISTING AGREEMENT IS CURRENTLY IN EFFECT: Seller agrees to pay the Broker named below. including cooperating sub-agents named, according to the terms of an existing, separate listing agreement: (Escrow Agent) OR o IF NO LISTING AGREEMENT IS CURRENTLY IN EFFECT: Seller shall pay the Broker named below, at time of closing, from the disbursements of the proceeds of the sale, compensation in the amount of (COMPLETE ONLY ONE) _ % of gross purchase price OR $ , for Broker's services in effecting the sale by finding the Buyer ready, willing and able to purchase pursuant to the foregoing Contract. If Buyer fails to perform and deposit(s) is retained, 50% thereof, but not exceeding the Broker's fee above provided, shall be paid Broker, as full consideration for Broker's services including costs expended by Broker, and the balance shall be paid to Seller. If the transaction shall not close because of refusal or failure of Seller to perform, Seller shall pay the full fee to Broker on demand. In any litigation arising out of the Contract concerning the Broker's fee, the prevailing party shall recover reasonable attorney fees and costs. (firm name of Broker) (name of cooperating sub-agent) (Seller) By: (authorized signatory) (Seller) STANDARDS FOR REAL ESTATE TRANSACTIONS A. EVIDENCE OF TITLE: (1) An abstract of title prepared or brought current by a reputable and existing abstract firm (if not existing then certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to Real Property recorded in the public records of the county wherein Real Property is located, through Effective Date and which shall commence with the earliest public records, or such later date as may be customary in the county. Upon closing of this transaction the abstract shall become the property of Buyer, subject to the right of retention thereof by first mortgagee until fully paid. (2) A title insurance commitment issued by a Florida licensed title insurer agreeing to issue to Buyer, upon recording of the deed to Buyer, an owner's policy of title insurance in the amount of the purchase price, insuring Buyer's title to Real Property, subject only to liens, encumbrances, exceptions or qualification set forth in this Contract and those which shall be discharged by Seller at or before closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in Contract. Marketable title shall be determined according to' applicable Title Standards adopted by authority of The Florida Bar and in accordance with law. Buyer shall have 30 days, if abstract, or 5 days, if title commitment, from date of receiving evidence of title to examine it. If title is found defective, Buyer shall, within 3 days, notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall have the option of either accepting the title as it then is or demanding a refund of deposit(s) paid which shall immediately be returned to Buyer; thereupon Buyer and Seller shall release one another of all further obligations under the Contract. Seller will, if title is found unmarketable, use diligent effort to correct defect(s) in title within the time provided therefor, including the bringing of necessary suits. B. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER: A purchase money mortgage and mortgage note to Seller shall provide for a 30 day grace period in the event of default if a first mortgage and a 15 day grace period if a second or lesser mortgage; shall provide for right of prepayment in whole or in part without penalty; shall not permit acceleration or interest adjustment in event of resale of Real Property; shall require all prior lien and encumbrances to be kept in good standing and forbid modifications of or future advances under prior mortgage(s); and the mortgage, note and security agreement shall be otherwise in form and content required by Seller; but Seller may only require clauses customarily found in mortgages, mortgage noles, and security agreements generally utilized by saving and loan institutions, or'state or national banks located in the county wherein Real Property is located. All Personalty and leases being conveyed or assigned will, at Seller's option, be subject to the lien of a security agreement evidenced by recorded financing statements. If a balloon mortgage, the final payment will exceed the periodic payments thereon. C. SURVEY: Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified by a registered Florida surveyor. If survey shows encroachment on Real Property or that improvements located on Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, Contract covenants or applicable governmental regulation, the same shall constitute a title defect. D. TERMITES: Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property inspected by a Florida Certified Pest Control Operator to determine if there is any visible active termite infestation or visible existing damage from termite infestation in the improvements. If either or both are found, Buyer will have 4 days from date of written notice thereof, within which to have all damages, whether visible or not, inspected and estimated by a licensed builder or general contractor. Seller shall pay valid costs of treatment and repair of all damage up to 2% of purchase price. Should such costs exceed that amount, Buyer shall have the option of cancelling Contract within 5 days after receipt of contractor's repair estimate by giving written notice to Seller or Buyer may elect to proceed with the transaction, in which event Buyer shall receive a credit at closing of an amount equal to the total of the treatment and repair estimate not in excess of 2% of the purchase price. "Termites" shall be deemed to include all wood destroying organisms required to be reported under the Florida Pest Control Act. E, INGRESS AND EGRESS: Seller warrants and represents that there is ingress and egress to the Real Property sufficient for the intended use as described in Paragraph VII hereof, title to which is in accordance with Standard A. F. LEASES: Seller shall, not less than 15 days before closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant. If Seller is unable to obtain such letter from each tenant, the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information. Seller shall, at ciosing, deliver and assign all original leases to Buyer. G. LIENS: Seller shall furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien or potential Iienors known to Seller and further attesting that there have been no improvements or repairs to Property for 90 days immediately preceding date of closing. If Property has been improved, or repaired within that time, Seller shall deliver releases or waivers of mechanics' liens executed by all general contractors, subcontractors, suppliers, and materialmen in addition to Seller's lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers and materialmen and further affirming that all charges for improvements or repairs which could serve as a basis for a mechanic's lien or a claim for damages have been paid or will be paid at closing. H. PLACE OF CLOSING: Closing shall be held in the county where Real Property is located, at the office of the attorney or other closing agent designated by Seller. I. TIME: Time is of the essence of this Contract. Time periods herein of less than 6 days shall in the computation exclude Saturdays, Sundays and state or national legal holidays, and any time periOd provided for herein which shall end on Saturday, Sunday or legal holiday shall extend to 5;00 p.m. of the next business day. J. DOCUMENTS FOR CLOSING: Seller shall furnish deed, bill of sale, mechanic's lien affidavit, assignments of leases, tenant and mortgagee estoppel letters, and corrective instruments. Buyer shall furnish closing statement, mortgage, mortgage note, security agreement, and financing statements. K. EXPENSES: Documentary stamps on the deed and recording corrective instruments shall be paid by Seller. Documentary stamps, intangible tax and recording purchase money mortgage to Seller, deed and financing statements shall be paid by Buyer. L. PRORATIONS; CREDITS: Taxes, assessments, rent, interest, insurance and other expenses and revenue of Property shall be prorated through day before closing. Buyer shall have the option of taking over any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at closing shall be increased or decreased as may be required by prorations. Prorations will be made through day prior to occupancy if occupancy occurs before closing. Advance rent and security deposits will be credited to Buyer and escrow deposits held by mortgagee will be credited to Seller. Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If closing occurs at a date when the current year's millage is not fixed, and current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If current year's assessment is not available, then taxes will be prorated on the prior year's tax. If there are completed improvements on Real Property by January 1st of year of closing which improvements were not in existence on January 1st of the prior year then taxes shall be prorated based upon the prior year's millage and at an equitable assessment to be agreed upon between the parties, failing which, request will be made to the County Property Appraiser for an informal assessment taking into consideration available exemptions. Any tax proration based on an estimate may, at request of either Buyer or Seller, be subsequently readjusted upon receipt of tax bill on conditio~ that a statement to that effect is in the closing statement. M. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special assessment liens as of date of closing (and not as of Effective Datel are to be paid by Seller. Pending liens as of date of closing shall be assumed by Buyer. If the improvement has been substantially completed as of Effective Date, such pending lien shall be considered as certified, confirmed or ratified and Seller shall, at closing, be charged an amount equal to the last estimate of assessment for the improvement by the public body. N. INSPECTION, REPAIR AND MAINTENANCE: Seller warrants that, as of 10 days prior to closing, the ceiling, roof (including the fascia and soffits) and exterior and interior walls do not have any VISIBLE EVIDENCE of leaks or water damage and that the septic tank, pool, all major appliances, heating, cooling, electrical, plumbing systems and machinery are in WORKING CONDITION. Buyer may, at Buyer's expense, have inspections made of those items by an appropriately Florida licensed person dealing in the construction, repair or maintenance of those items and shall report in writing to Seller such items that do not meet the above standards as to defects together with the cost of correcting them, prior to Buyer's occupancy or not less than 10 days prior to closing, whichever occurs first. Unless Buyer reports such defects within that time Buyer shall be deemed to have waived Seller's warranties as to defects not reported. If repairs or replacement are required, Seller shall pay up to 3% of the purchase price for such repairs or replacements by an appropriately Florida licensed person selected by Seller. If the cost for such repairs or replacement exceeds 3% of the purChase price, Buyer or Seller may elect to pay such excess, failing which either party may cancel this Contract. If Seller is unable to correct the defects prior to closing, the cost thereof shall be paid into escrow at closing. Seller will, upon reasonable notice, provide utilities service for inspections. Between Effective Date and the closing, Seller shall maintain Property including but not limited to the lawn and shrubbery, in the condition herein warranted, ordinary wear and tear excepted. Buyer shall be permitted access for inspection of Property prior to closing in order to confirm compliance with this Standard. O. RISK OF LOSS: If the Property is damaged by fire or other casualty before closing and cost of restoration does not exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of Contract with restoration costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyer shall have the option of either taking Property as is, together with either the 3% or any insurance proceeds payable by virtue of such loss or damage, or of cancelling Contract and receiving return of deposit(s). P. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds. If abstract, evidence of title shall be continued at Buyer's expense to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence. Proceeds of the sale shall be held in escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer than 5 days from and after closing date. If Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 5 day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all deposit(s) shall, upon written demand by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. If a portion of the purchase price is to be derived from institutional financing or refinancing, requirements of the lending institution as to place, time of day and procedures for closing, and for disbursement of mortgage proceeds shall control over contrary provision in this Contract. Seller shall have the right to require from the lending institution a written commitment that it will not withhold disbursement of mortgage proceeds as a result of any title defect attributable to Buyer-mortgagor. The escrow and closing procedure required by this Standard may be waived if title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. O. ESCROW: Any escrow agent ("AQent") receiving funds or equivalent is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with terms and conditions of Contract. Failure of clearance of funds shall not excuse Buyer's performance. If in doubt as to Agent's duties or liabilities under the provisions of Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement, or until a judgment of a court of competent juriSdiction shall determine the rights of the parties or Agent may deposit with the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S. (1987), as amended. Any suit between Buyer and Seller where Agent is made a party because of acting as Agent hereunder; or in any suit wherein Agent interpleads thfo.. subject matter of the escrow, Agent shall recover reasonable attorney's fees and costs incurred with the fees and costs to be charged and assessed as court costs in favor of the prevailing party. Parties agree that Agent shall not be liable to any party or person for misdelivery to Buyer or Seller of items subject to this escrow, unless such misdelivery is due to willful breach of Contract or gross negligence.of Agent. R. ATTORNEY FEES; COSTS: In any litigation arising out of this Contract, the prevailing party s!lall be entitled to recover reasonable attorney's fees and costs. S. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the time specified (inClUding payment of all deposit(s)), the deposit(s) paid by Buyer may be retained by or for the account of Seller as agreed upon liquidated damages, consideration for the execution of this Contract and in full settlement of any claims; whereupon, Buyer and Seller shall be relieved of all obligations under Contract; or Seller, at Seller's option, may proceed in equity to enforce Seller's rights under this Contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek specific performance or elect to receive the return of Buyer's deposit(s) without thereby waiving any action for damages resulting from Seller's breach. T. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for any party shall be as effective as if given by or to that party. U. CONVEYANCE: Seller shall convey title to Real Property by statutory warranty, trustee's, personal representative's or guardian's deed, as appropriate to the status of Seller, subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer. Personalty shall, at request of Buyer, be transferred by an absolute bill of sale with warranty of title, subject only to such matters as may be otherwise provided for herein. V. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modification or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. W. WARRANTIES: Seller warrants that there are no facts known to Seller materially affecting the value of the Real Property which are not readily observable by Buyer or which have not been disclosed to Buyer. .