Reso 2015-2446 - Laserfiche WebLink

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(c) All improvements thereon and all equipment and fixtures affixed to the property or the improvements to the property. 2. Deposit. Upon execution of this Agreement, Purchaser shall deliver a deposit of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (hereinafter referred to as the "Deposit") with the Seller's Escrow Agent. The Deposit shall be deposited by Escrow Agent in an interest bearing account, and any interest accrued shall be payable to Purchaser at Closing. The Deposit shall be credited against the Purchase Price at Closing, and shall be otherwise subject to the terms and conditions contained herein. The Deposit herein shall be deemed non- refundable upon Final Site Plan Approval (hereinafter defined) of the Project and the completion of the inspection period. 3. Purchase Price; Manner of Payment. The purchase price ("Purchase Price")to be paid by Purchaser to Seller for the Property shall be the sum of THREE MILLION THREE HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS ($3,300,770.00), subject to credits,prorations and adjustments as provided in this Agreement. The Purchase Price shall be paid by Purchaser in an installment basis with FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) due and payable at Closing (subject to credits, prorations and adjustments) and TWO MILLION EIGHT HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS ($2,800,770.00) due and payable on an installment basis within eighteen (18) months from the date of Closing. The Purchaser shall execute a Promissory Note to make the installment payment of TWO MILLION EIGHT HUNDRED THOUSAND SEVEN HUNDRED SEVENTY DOLLARS ($2,800,770.00) together with interest from the date of Closing at the rate of five percent (5%) per annum. The following payment schedule shall be reflected in the Promissory Note: (i) the first payment of $700,770.00 shall be paid to Seller within five (5) months of Closing; (ii) the second payment of$700,000.00 shall be paid to Seller within nine(9) months of Closing; (iii) the third payment of$700,000.00 shall be paid to Seller within fourteen (14) months of Closing; and (iv) the final payment of$700,000.00 shall be paid to Seller within eighteen(18)months of Closing. Purchaser shall execute a First Mortgage in form commercially reasonable for transactions similar to transactions of this nature, and shall include, without limitation,provisions granting ten(10) days grace period on any payment default, and thirty(30) days written notice of any non-payment default in favor of Seller, which will secure Purchaser's payment of the Promissory Note. The Purchaser and Seller agree that there shall be no pre- payment penalty in the event that the Purchaser elects to pre-pay the Promissory Note in part or in full at any time. The First Mortgage shall not be subordinated to any other mortgage on the subject Property. 4. Title and Survey. (a) Within thirty (30) days of the Effective Date (hereinafter defined), Purchaser shall obtain the following: (i) a title report issued by a title insurance company acceptable to Purchaser("Title Company") enabling a title agent selected by Purchaser to issue an ALTA Form B title insurance commitment ("Commitment") covering the Realty, whereby the Title Company agrees to issue an ALTA Form B owner's policy of title insurance ("Title Policy") in the amount of the Purchase Price at Closing, subject only to the matters ("Acceptable Exceptions") which do.not adversely affect marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affect the ability of Purchaser to utilize the Property and develop the Property for its intended purposes to the extent permitted by 2