25-0874_-_Pdf_(2).pdf

Walton County Board of County Commissioners

AGENDA ITEM REPORT

25-0874

Meeting: Board of County Commissioners - Jul 08 2025 Department: County Attorney's Office Submitted by: Kimberly Williams Staff Contact: Clay Adkinson, Interim County Attorney

Approved as to Legal Form: Yes Reviewed by Finance: No

☐ Consent Agenda ☒ Regular Agenda ☐ Public Hearing

TITLE/REQUESTED ACTION:

Request to consider a contract for the purchase of the Alderberry Property

ATTACHMENTS:

Alderberry SRB Contract with Addendum (3)

Vacant Land Contract

BELLCORE

COMMERCIAL

1 • 1. Sale and Purchase ("Contract"): Brooks Bay, LLC and Brooks Bay 11, LLC 2· ("Seller") and Walton County Board of County Commissioners 3 ("Buyer") (the "parties") agree to sell and buy on the terms and conditions specified below the property ("Property") 4 described as:

5• Address: XXXX Alderberry Rd, Santa Rosa Beach, FL 32459, comprised of 3 parcels of land 6 • Legal Description: 20-2S-20-33300-000-0050 AND 20-2S-20-33300-000-0052 AND 20-2S-20-33300-000-0090

11 •

12·

SEC ..3!}___/TWP /�/RNG � of WAL TON County, Florida. Real Property ID No.: ________ _ including all improvements existing on the Property and the following additional property: ________ _

14• 2. Purchase Price: (U.S. currency) ............................................................................................... $ 24,750,000.00

15 All deposits will be made payable to "Escrow Agent" named below and held in escrow by:

15• Escrow Agent's Name: ADKINSON LAW FIRM, LLC 17• Escrow Agent's Contact Person: CLAY B. ADKINSON 18· Escrow Agent's Address: PO BOX 1207, DEFUNIAK SPRINGS, FL 32435 19• Escrow Agent's Phone: (850)892-5195

20· Escrow Agent's Email: CLAY@ADKINSONLAW.COM

21 (a) Initial deposit ($0 if left blank) (Check if applicable)

22· D accompanies offer 23 • [BJ will be delivered to Escrow Agent within ___ days (3 days if left blank) 24 • after Effective Date .............................................................................................................. $ 1,000 .00

25 (b) Additional deposit will be delivered to Escrow Agent (Check if applicable)

26 • □ within ___ days (10 days if left blank) after Effective Date 27 • □ within ___ days (3 days if left blank) after expiration of Due Diligence Period .......... $ _____ _ 28' (c) Total Financing (see Paragraph 6) (express as a dollar amount or percentage) ................. $ _____ _ 29• (d) Other: _________________________ ........... $ _____ _ 30 (e) Balance to close (not including Buyer's closing costs, prepaid items, and prorations) 31 • to be paid at closing by wire transfer or other Collected funds ............................................ $ 24,749,000.00

32• (f) □ (Complete only if purchase price will be determined based on a per unit cost instead of a fixed price.) The 33 • unit used to determine the purchase price is □ lot □ acre □ square foot □ other (specify):

34 • prorating areas of less than a full unit. The purchase price will be $ _______ per unit based on a 35 calculation of total area of the Property as certified to Seller and Buyer by a Florida licensed surveyor in 36 accordance with Paragraph 8(c). The following rights of way and other areas will be excluded from the 37• calculation:

38 3. Time for Acceptance; Effective Date: Unless this offer is signed by Seller and Buyer and an executed copy 39• delivered to all parties on or before July 23, 2025 , this offer will be withdrawn and Buyer's deposit, if 40 any, will be returned. The time for acceptance of any counter-offer will be 3 days after the date the counter-offer is 41 delivered. The "Effective Date" of this Contract is the date on which the last one of the Seller and Buyer

42 has signed or initialed and delivered this offer or the final counter-offer.

43 • 4. Closing Date: This transaction will close on October 15, 2025 ("Closing Date"), unless specifically 44 extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, 45 but not limited to, Financing and Due Diligence periods. However, if the Closing Date occurs on a Saturday, 46 Sunday, or national legal holiday, it will extend to 5:00 p.m. (where the Property is located) of the next business 47 day. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property 48 insurance, Buyer may postpone closing for up to 5 days after the insurance underwriting suspension is lifted. If 49 this transaction does not close for any reason, Buyer will immediately return all Seller provided documents and 50 other items.

51 5. Extension of Closing Date: If Paragraph 6(b) is checked and Closing Funds from Buyer's lender(s) are not 52 available on Closing Date due to Consumer Financial Protection Bureau Closing Disclosure delivery requirements

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 1 of 8 pages.

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53 ("CFPB Requirements"), if applicable, then Closing Date shall be extended for such period necessary to satisfy 54 CFPB Requirements, provided such period shall not exceed 10 days.

55 6. Financing: (Check as applicable) 56* (a) � Buyer will pay cash for the Property with no financing contingency.

57* (b) □ This Contract is contingent on Buyer qualifying for and obtaining the commitment(s) or approval(s) 58 • specified below ("Financing") within ___ days after Effective Date (Closing Date or 30 days after Effective 59 • Date, whichever occurs first, if left blank) ("Financing Period"). Buyer will apply for Financing within ___ 60 days after Effective Date (5 days if left blank) and will timely provide any and all credit, employment, financial, 61 and other information required by the lender. If Buyer, after using diligence and good faith, cannot obtain the 62 Financing within the Financing Period, either party may terminate this Contract and Buyer's deposit(s) will be 63 returned.

64 • (1) □ New Financing: Buyer will secure a commitment for new third party financing for$ ______ _ 65* or ___ % of the purchase price at (Check one) □ a fixed rate not exceeding ___ % □ an 66 • adjustable interest rate not exceeding ___ % at origination (a fixed rate at the prevailing interest rate 67 based on Buyer's creditworthiness if neither choice is selected). Buyer will keep Seller and Broker fully 68 informed of the loan application status and progress and authorizes the lender or mortgage broker to 69 disclose all such information to Seller and Broker.

70* (2) □ Seller Financing: Buyer will execute a □ first □ second purchase money note and mortgage to 71 • Seller in the amount of$ ________ , bearing annual interest at ___ % and payable as follows:

72*

82* 83*

The mortgage, note, and any security agreement will be in a form acceptable to Seller and will follow forms generally accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the mortgagee's option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any time(s) with interest only to date of payment; will be due on conveyance or sale; will provide for release of contiguous parcels, if applicable; and will require Buyer to keep liability insurance on the Property, with Seller as additional named insured. Buyer authorizes Seller to obtain credit, employment, and other necessary information to determine creditworthiness for the financing. Seller will, within 10 days after Effective Date, give Buyer written notice of whether or not Seller will make the loan.

(3) □ Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to

84 • LN# _________ in the approximate amount of$ ________ currently payable at 85* $ _______ per month, including principal, interest, □ taxes and insurance, and having a 86 • □ fixed □ other (describe) ___________________________ _ 87* interest rate of ___ % which □ will □ will not escalate upon assumption. Any variance in the mortgage 88 will be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase 89* Seller's escrow account dollar for dollar. If the interest rate upon transfer exceeds ___ % or the 90 • assumption/transfer fee exceeds $ ________ , either party may elect to pay the excess, failing 91 which this Contract will terminate; and Buyer's deposit(s) will be returned. If the lender disapproves 92 Buyer, this Contract will terminate; and Buyer's deposit(s) will be returned.

93• 7. Assignability: (Check one) Buyer □ may assign and thereby be released from any further liability under this 94 • Contract, □ may assign but not be released from liability under this Contract, or � may not assign this Contract.

95 • 8. Title: Seller has the legal capacity to and will convey marketable title to the Property by [Rl statutory warranty 96 • deed □ special warranty deed □ other (specify) ______________ , free of liens, easements, 97 and encumbrances of record or known to Seller, but subject to property taxes for the year of closing; covenants, 98 restrictions, and public utility easements of record; existing zoning and governmental regulations; and (list any 99• other matters to which title will be subject) _ ________________________ _

100 provided there exists at closing no violation of the foregoing.

101 (a) Title Evidence: The party who pays for the owner's title insurance policy will select the closing agent and pay 102 for the title search, including tax and lien search (including municipal lien search) if performed, and all other 103 fees charged by closing agent. Seller will deliver to Buyer, at 104 • (Check one) □ Seller's [BJ Buyer's expense and 105• (Check one) □ within ___ days after Effective Date □ at least ___ days before Closing Date, 106 (Check one)

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 2 of 8 pages.

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107*

112·

119*

122·

138*

9.

(1) IRI a title insurance commitment by a Florida licensed title insurer setting forth those matters to be discharged by Seller at or before closing and, upon Buyer recording the deed, an owner's policy in the amount of the purchase price for fee simple title subject only to the exceptions stated above. If Buyer is paying for the owner's title insurance policy and Seller has an owner's policy, Seller will deliver a copy to Buyer within 15 days after Effective Date.

(2) □ an abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. However, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer as a base for reissuance of coverage may be used. The prior policy will include copies of all policy exceptions and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer's closing agent together with copies of all documents recited in the prior policy and in the update. If such an abstract or prior policy is not available to Seller, then (1) above will be the title evidence.

(b) Title Examination: After receipt of the title evidence, Buyer will, within ___ days (10 days if left blank) but no later than Closing Date, deliver written notice to Seller of title defects. Title will be deemed acceptable to Buyer if (i) Buyer fails to deliver proper notice of defects or (ii) Buyer delivers proper written notice and Seller cures the defects within ___ days (30 days if left blank) ("Cure Period") after receipt of the notice. If the defects are cured within the Cure Period, closing will occur within 10 days after receipt by Buyer of notice of such cure. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Cure Period. If the defects are not cured within the Cure Period, Buyer will have 10 days after receipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept title subject to existing defects and close the transaction without reduction in purchase price.

(c) Survey: Buyer may, at Buyer's expense, have the Property surveyed and must deliver written notice to Seller, within 5 days after receiving survey but not later than 5 days before Closing Date, of any encroachments on the Property, encroachments by the Property's improvements on other lands, or deed restriction or zoning violations. Any such encroachment or violation will be treated in the same manner as a title defect and Seller's and Buyer's obligations will be determined in accordance with Paragraph 8(b).

(d) Ingress and Egress: Seller warrants that the Property presently has ingress and egress.

Property Condition: Seller will deliver the Property to Buyer at closing in its present "as is" condition, with conditions resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will not engage in or permit any activity that would materially alter the Property's condition without the Buyer's prior written consent.

(a) Inspections: (Check (1) or (2))

(1) IRI Due Diligence Period: Buyer will, at Buyer's expense and within 60 days (30 days if left blank)

("Due Diligence Period") after Effective Date and in Buyer's sole and absolute discretion, determine whether the Property is suitable for Buyer's intended use. During the Due Diligence Period, Buyer may conduct a Phase 1 environmental assessment and any other tests, analyses, surveys, and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural, and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state, and regional growth management plans; availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors, and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting Inspections, provided, however, that Buyer, its agents, contractors, and assigns enter the Property and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from losses, damages, costs, claims, and expenses of any nature, including attorneys' fees, expenses, and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (i) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in before conducting the Inspections and (ii) release to Seller all reports and other work generated as a result of the Inspections.

Before expiration of the Due Diligence Period, Buyer must deliver written notice to Seller of Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is"

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 3 of 8 pages.

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163 condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to 164 Seller, this Contract will be deemed terminated, and Buyer's deposit(s) will be returned.

165* (2) □ No Due Diligence Period: Buyer is satisfied that the Property is suitable for Buyer's purposes, 166 including being satisfied that either public sewerage and water are available to the Property or the 167 Property will be approved for the installation of a well and/or private sewerage disposal system and that 168 existing zoning and other pertinent regulations and restrictions, such as subdivision or deed restrictions, 169 concurrency, growth management, and environmental conditions, are acceptable to Buyer. This Contract 170 is not contingent on Buyer conducting any further investigations.

171 (b) Government Regulations: Changes in government regulations and levels of service which affect Buyer's 172 intended use of the Property will not be grounds for terminating this Contract if the Due Diligence Period has 173 expired or if Paragraph 9(a)(2) is selected.

174 (c) Flood Zone: Buyer is advised to verify by survey, with the lender, and with appropriate government agencies 175 which flood zone the Property is in, whether flood insurance is required, and what restrictions apply to 176 improving the Property and rebuilding in the event of casualty.

177 (d) Coastal Construction Control Line ("CCCL"): If any part of the Property lies seaward of the CCCL as 178 defined in Section 161.053, Florida Statutes, Seller will provide Buyer with an affidavit or survey as required 179 by law delineating the line's location on the Property, unless Buyer waives this requirement in writing. The 180 Property being purchased may be subject to coastal erosion and to federal, state, or local regulations that 181 govern coastal property, including delineation of the CCCL, rigid coastal protection structures, beach 182 nourishment, and the protection of marine turtles. Additional information can be obtained from the Florida 183 Department of Environmental Protection, including whether there are significant erosion conditions associated 184 with the shore line of the Property being purchased.

185* □ Buyer waives the right to receive a CCCL affidavit or survey.

186 10. Closing Procedure; Costs: Closing will take place in the county where the Property is located and may be 187 conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title 188 binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to 189 Seller (in local cashier's check if Seller requests in writing at least 5 days before closing) and brokerage fees to 190 Broker as per Paragraph 21. In addition to other expenses provided in this Contract, Seller and Buyer will pay the 191 costs indicated below.

192 (a) Seller Costs:

193 Taxes on deed 194 Recording fees for documents needed to cure title

195 Title evidence (if applicable under Paragraph 8) 196 Estoppel Fee(s) 197• Other: THIS PROVISION SHALL NOT REQUIRE THE SELLER TO PAY DOCUMENTARY STAMPS.

198* (b) Buyer Costs:

199 Taxes and recording fees on notes and mortgages 200 Recording fees on the deed and financing statements 201 Loan expenses 202 Title evidence (if applicable under Paragraph 8) 203 Lender's title policy at the simultaneous issue rate 204 Inspections 205 Survey 206 Insurance 207 Other: BUYER SHALL PAY ALL DOC STAMPS ASSOCIATED WITH THE RECORDING OF THE DEED.

208 (c) Prorations: The following items will be made current and prorated as of the day before Closing Date: real 209 estate taxes (including special benefit tax liens imposed by a COD), interest, bonds, assessments, leases, and 210 other Property expenses and revenues. If taxes and assessments for the current year cannot be determined, 211 the previous year's rates will be used with adjustment for any exemptions.

212 (d) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will

213 pay (i) the full amount of liens that are certified, confirmed, and ratified before closing and (ii) the amount of the 214 last estimate of the assessment if an improvement is substantially completed as of Effective Date but has not

215 resulted in a lien before closing; and Buyer will pay all other amounts. If special assessments may be paid in 216 • installments, □ Seller □ Buyer (Buyer if left blank) will pay installments due after closing. If Seller is

217 checked, Seller will pay the assessment in full before or at the time of closing. Public body does not include a 218 Homeowners' or Condominium Association.

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 4 of 8 pages.

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219 (e) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 220 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO

221 PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY

222 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER

223 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE

224 COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION.

225 (f) Foreign Investment in Real Property Tax Act ("FIRPTA"): If Seller is a "foreign person" as defined by

226 FIRPTA, Seller and Buyer will comply with FIRPTA, which may require Seller to provide additional cash at 227 closing.

228 (g) 1031 Exchange: If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 229 closing or after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate 230 in all reasonable respects to effectuate the Exchange including executing documents, provided, however, that 231 the cooperating party will incur no liability or cost related to the Exchange and that the closing will not be 232 contingent upon, extended, or delayed by the Exchange.

233 11. Computation of Time: Calendar days will be used when computing time periods, except time periods of 5 days 234 or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal 235 holidays specified in 5 U.S.C. 6103(a). Other than time for acceptance and Effective Date as set forth in Paragraph 236 3, any time periods provided for or dates specified in this Contract, whether preprinted, handwritten, typewritten or 237 inserted herein, which shall end or occur on a Saturday, Sunday, or national legal holiday (see 5 U.S.C. 6103) 238 shall extend until 5:00 p.m. (where the Property is located) of the next business day. Time is of the essence in 239 this Contract.

240 12. Risk of Loss; Eminent Domain: If any portion of the Property is materially damaged by casualty before closing 241 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain 242 proceedings or an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may 243 terminate this Contract by written notice to the other within 10 days after Buyer's receipt of Seller's notification, 244 and Buyer's deposit(s) will be returned, failing which Buyer will close in accordance with this Contract and receive 245 all payments made by the governmental authority or insurance company, if any.

246 13. Force Majeure: Seller or Buyer will not be required to perform any obligation under this Contract or be liable to 247 each other for damages so long as the performance or non-performance of the obligation is delayed, caused, or 248 prevented by an act of God or force majeure. An "act of God or "force majeure" is defined as hurricanes, 249 earthquakes, floods, fire, unusual transportation delays, wars, insurrections, and any other cause not reasonably 250 within the control of Seller or Buyer and which by the exercise of due diligence the non-performing party is unable 251 in whole or in part to prevent or overcome. All time periods, including Closing Date, will be extended for the period 252 that the act of God or force majeure is in place. However, in the event that such act of God or force majeure event 253 continues beyond 30 days, either party may terminate this Contract by delivering written notice to the other; and 254 Buyer's deposit(s) will be returned.

255 14. Notices: All notices will be in writing and delivered to the parties and Broker by mail, personal delivery, or

256 electronic means. Buyer's failure to timely deliver written notice to Seller, when such notice is required by 257 this Contract, regarding any contingency will render that contingency null and void, and this Contract will

258 be construed as if the contingency did not exist. Any notice, document, or item delivered to or received by 259 an attorney or licensee (including a transactions broker) representing a party will be as effective as if

260 delivered to or received by that party.

261 15. Complete Agreement; Persons Bound: This Contract is the entire agreement between Seller and Buyer.

262 Except for brokerage agreements, no prior or present agreements will bind Seller, Buyer, or Broker unless

263 incorporated into this Contract. Modifications of this Contract will not be binding unless in writing, signed or 264 initialed, and delivered by the party to be bound. Electronic signatures will be acceptable and binding. This

265 Contract, signatures, initials, documents referenced in this Contract, counterparts, and written modifications 266 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding.

267 Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any 268 provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully 269 effective. Seller and Buyer will use diligence and good faith in performing all obligations under this Contract. This 270 Contract will not be recorded in any public record. The terms "Seller," "Buyer," and "Broker" may be singular or 271 plural. This Contract is binding on the heirs, administrators, executors, personal representatives, and assigns, if 272 permitted, of Seller, Buyer, and Broker.

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 5 of 8 pages.

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273 16. Default and Dispute Resolution: This Contract will be construed under Florida law. This Paragraph will survive 274 closing or termination of this Contract.

275 (a) Seller Default: If Seller fails, neglects, or refuses to perform Seller's obligations under this Contract, Buyer 276 may elect to receive a return of Buyer's deposit(s) without thereby waiving any action for damages resulting 277 from Seller's breach and may seek to recover such damages or seek specific performance. Seller will also be 278 liable for the full amount of the brokerage fee.

279 (b) Buyer Default: If Buyer fails, neglects, or refuses to perform Buyer's obligations under this Contract, 280 including payment of deposit(s), within the time(s) specified, Seller may elect to recover and retain the 281 deposit(s), paid and agreed to be paid, for the account of Seller as agreed upon liquidated damages, 282 consideration for execution of this Contract, and in full settlement of any claims, whereupon Seller and Buyer 283 will be relieved from all further obligations under this Contract; or Seller, at Seller's option, may proceed in 284 equity to enforce Seller's rights under this Contract.

285 17. Attorney's Fees; Costs: In any litigation permitted by this Contract, the prevailing party shall be entitled to 286 recover from the non-prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting

287 the litigation. This Paragraph 17 shall survive Closing or termination of this Contract.

288 18. Escrow Agent; Closing Agent: Seller and Buyer authorize Escrow Agent and closing agent (collectively 289 "Agent") to receive, deposit, and hold funds and other items in escrow and, subject to Collection, disburse them 290 upon proper authorization and in accordance with Florida law and the terms of this Contract, including disbursing 291 brokerage fees. "Collection" or "Collected" means any checks tendered or received have become actually and 292 finally collected and deposited in the account of Agent. The parties agree that Agent will not be liable to any person 293 for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this 294 Contract or gross negligence. If Agent interpleads the subject matter of the escrow, Agent will pay the filing fees 295 and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed 296 funds or equivalent and charged and awarded as court costs in favor of the prevailing party.

297 19. Professional Advice; Broker Liability: Broker advises Seller and Buyer to verify all facts and representations

298 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting this 299 Contract, determining the effect of laws on the Property and this transaction, status of title, foreign investor

300 reporting requirements, the effect of property lying partially or totally seaward of the CCCL, etc.) and for tax, 301 property condition, environmental, and other specialized advice. Buyer acknowledges that all representations

302 (oral, written, or otherwise) by Broker are based on Seller representations or public records. Buyer agrees to rely 303 solely on Seller, professional inspectors, and government agencies for verification of the Property 304 condition and facts that materially affect Property value. Seller and Buyer respectively will pay all costs and 305 expenses, including reasonable attorneys' fees at all levels, incurred by Broker and Broker's officers, directors, 306 agents, and employees in connection with or arising from Seller's or Buyer's misstatement or failure to perform 307 contractual obligations. Seller and Buyer hold harmless and release Broker and Broker's officers, directors, 308 agents, and employees from all liability for loss or damage based on (i) Seller's or Buyer's misstatement or failure 309 to perform contractual obligations; (ii) the use or display of listing data by third parties, including, but not limited to, 310 photographs, images, graphics, video recordings, virtual tours, drawings, written descriptions, and remarks related 311 to the Property; (iii) Broker's performance, at Seller's or Buyer's request, of any task beyond the scope of 312 services regulated by Chapter 475, Florida Statutes, as amended, including Broker's referral, recommendation, or 313 retention of any vendor; (iv) products or services provided by any vendor; and (v) expenses incurred by any 314 vendor. Seller and Buyer each assume full responsibility for selecting and compensating their respective vendors.

315 This Paragraph will not relieve Broker of statutory obligations. For purposes of this Paragraph, Broker will be 316 treated as a party to this Contract. This Paragraph will survive closing.

317 20. Commercial Real Estate Sales Commission Lien Act: If the Property is commercial real estate as defined by 318 Section 475.701, Florida Statutes, the following disclosure will apply: The Florida Commercial Real Estate Sales

319 Commission Lien Act provides that when a broker has earned a commission by performing licensed services 320 under a brokerage agreement with you, the broker may claim a lien against your net sales proceeds for the

321 broker's commission. The broker's lien rights under the act cannot be waived before the commission is earned.

322 21. Brokers: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to 323 closing agent: Seller and Buyer direct Closing Agent to disburse at Closing the full amount of the brokerage

324 fees as specified in separate brokerage agreements with the parties and cooperative agreements between the 325 Brokers, except to the extent Broker has retained such fees from the escrowed funds. This Paragraph will not be

326 used to modify any offer of compensation made by Seller or listing broker to cooperating brokers.

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 6 of 8 pages.

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327*

329• 332• 335• 338.

Seller's Sales Associate/License No.

Seller's Sales Associate Email Address

Seller's Sales Associate Phone Number

Listing Brokerage

Listing Brokerage Address

N/A Buyer's Sales Associate/License No.

N/A Buyer's Sales Associate Email Address

N/A

Buyer's Sales Associate Phone Number

N/A Buyer's Brokerage

Buyer's Brokerage Address

340 22. Addenda: The following additional terms are included in the attached addenda and incorporated into this Contract 341 (Check if applicable) 342 • □ A. Back-up Contract 343 • □ B. Kick Out Clause 344 • □ C. HOA Addendum 345• � D. Other ADDENDUM 1 CONTAINING ADDITIONAL TERMS.

347* 23. Additional Terms: PURCHASE PRICE ALLOCATION BETWEEN THE TWO ENTITIES SHALL BE BY

348 PERCENTAGE WITH 12.71% TO BROOKS BAY 11, LLC AND 87.29% TO BROOKS BAY, LLC.

350 ADDITIONAL TERMS ARE INCLUDED IN ADDENDUM #1, WHICH Is ATTACHED HERETO AND

351 INCORPORATED BY REFERENCE AS PART HEREOF.

363 COUNTER-OFFER/REJECTION

364 • □ Seller counters Buyer's offer (to accept the counter-offer, Buyer must sign or initial the counter-offered terms and 365 deliver a copy of the acceptance to Seller).

366 • D Seller rejects Buyer's offer

367 [The remainder of this page is intentionally left blank.

368 This Contract continues with Line 369 on Page 8 of 8.]

Buyer L_) L_) and Seller L_) L_) acknowledge receipt of a copy of this page, which is 7 of 8 pages.

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This is intended to be a legally binding Contract. If not fully understood, seek the advice of an attorney before signing.

ATTENTION: SELLER AND BUYER

CONVEYANCES TO FOREIGN BUYERS: Part Ill of Chapter 692, Sections 692.201 - 692.205, Florida Statutes, 2023 (the "Act"), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers who are associated with a "foreign country of concern", namely: the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic. It is a crime to buy or knowingly sell property in violation of the Act.

At time of purchase, Buyer must provide a signed Affidavit which complies with the requirements of the Act.

Seller and Buyer are advised to seek legal counsel regarding their respective obligations and liabilities under the Act.

381 • Buyer:--------------------------------Date: ________ _

382* Print name: _____________________________ _ 383* Buyer:------------------------------ -- Date: _ _ _ _ _ _ _ __ 384 • Print name:

385 Buyer's address for purpose of notice:

386* Address:----------------------------------------

387* Phone: Fax: Email:

388* Seller: --------------------------------Date: ________ _ 389* Print name: _____________________________ _

390• Seller: --------------------------------Date: ________ _ 391 • Print name:

392 Seller's address for purpose of notice:

393• Address:----------------------------------------

394 • Phone: Fax: Email:

Florida REAL TORS® makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as REAL TOR". REAL TOR" is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS® and who subscribe to its Code of Ethics. The copyright laws of United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forms.

Buyer(_) (_) and Seller(_) (_) acknowledge receipt of a copy of this page, which is 8 of 8 pages.

VAC-14xxxx Rev 3/25 Serial#: 059128-600175-1479652

©2025 Florida Realtors®

�Form

BELLCORE

Addendum to Contract COMMERCIAL

Addendum No. ___ to the Contract with the Effective Date of __________ between

Brooks Bay, LLC and Brooks Bay 11, LLC (Seller) and ___________ W_ a_lt _o _n _C_o_u _n _ty_ B_oa_ r _d _ o_f _C_o_u_n _ty _C _o _m_m_ i _ss_ i _o _ne_ r _s ___________ (Buyer) concerning the property described as: XXXX Alderberry Rd, Santa Rosa Beach, FL 32459, comprised of 3 parcels of land

(the "Contract" ). Seller and Buyer make the following terms and conditions part of the Contract:

a. This contract is expressly contingent upon ratification of this contract by the Board of County Commissioners, and closing hereunder (including approval of all closing documents) shall similarly be contingent on ratification by the Board of County Commissioners.

b. No earnest money paid by the County shall be forfeited unless all conditions herein, along with any other conditions expressly approved and ratified by the Board of County Commissioners, have been satisfied, and the Board has approved the closing documents presented to it thereafter and authorized closing to occur. The Board shall not be obligated to purchase this property unless and until said approvals and ratifications have occurred.

c. This contract is contingent on appraisal(s) of the real property meeting or exceeding the purchase price listed in the contract. An affirmative vote of four Commissioners shall be required to purchase property for an amount that exceeds the appraised value of the property or average appraised value when multiple appraisals are required.

d. This contract and closing is contingent upon satisfactory completion of any and all environmental audit, inspections, surveys, and title work.

e. The Seller agrees that all signatories below reflect every person or entity holding an interest in the property, and that all persons receiving compensation related to this transaction are identified herein.

Buyer: _______________________ _

Buyer: ______________________ _

Seller:

Seller:

ACSP-4 Rev 6/17 Serial#: 011046•500175.0360919

Date:

Date:

Date:

Date:

©2017 Florida Realtors®

�Form 11::1 Simplicity

Exhibit A