ex10-1.htm









 


Commercial Contract


 












 


1. PARTIES AND PROPERTY:      Sunshine Savings Bank                                                               ("Buyer")


 


agrees to buy and        Centennial Bank                                                                                                ("Seller)


 


agrees to sell the property as: Street Address: 3641 Coolidge Ct., Tallahassee, FL                                              


 


                                                                                                                                                                                          


 


Legal Description: Leon County Tax 1D# 31-16-26-C0020                                                                                       


 


                                                                                                                                                                                          


 


and the following Personal Property: All furniture & fixtures in premises as of 5/13/13. Excludes ATM machines.


 


                                                                                                                                                                                          


 


(all collectively referred to as the "Property") on the terms and conditions set forth below.


 



	
2. PURCHASE PRICE:

	
$

	
1,310,000


	
(a)  Deposit held in escrow by             TLG Trust Account - upon acceptance           

	
$

	
10,000


	
                                                ("Escrow Agent") (checks are subject to actual and final collection)

	  	  
	
Escrow Agent's address: 217 John Knox Rd. Tallahassee, FL 32303 (850) 385-6383

	  	
Phone:


	
(b)  Additional deposit to be made to Escrow Agent within ___ days after Effective Date

	
$

	  
	
(c)  Additional deposit to be made to Escrow Agent within ___ days after Effective Date

	
$

	  
	
(d)  Total financing (see Paragraph 5)

	
$

	  
	
(e)  Other ___________________________________                                                                                                           

	
$

	  
	
(f)  All deposits will be credited to the purchase price at closing. Balance to close, subject

	  	  
	
to adjustments and prorations, to be paid with locally drawn cashier's or official bank

	
$

	
1,300,000


	
check(s) or wire transfer.

	  	  





 


3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller and Buyer and an executed copy delivered to all parties on or before      05/16/13 5 PM      this offer will be withdrawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be 3 days from the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the last one of the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer. Calendar days will be used when computing time periods, except time periods of 5 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next business day. Time is of the essence in this Contract.


 


4. CLOSING DATE AND LOCATION:


 


(a) Closing Date: This transaction will be dosed on    on or before June 26, 2013    (Closing Date), unless specifically extended by other provisions of this Contract. The Closing Date will prevail over all other time periods including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after the insurance underwriting suspension is lifted.


 


Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this page, which is Page 1 of 8 Pages.


 











  





  


  





  













 


(b) Location: Closing will take place in                 Leon                 County, Florida. (If left blank, closing will take place in the county where the property is located.) Closing may be conducted by mail or electronic means.


 


5.     THIRD PARTY FINANCING:


BUYER'S OBLIGATION: Within  N/A  days (5 days if left blank) after Effective Date, Buyer will apply for third party financing in an amount not to exceed ____% of the purchase price or $______, with a fixed interest rate not to exceed ___% per year with an initial variable interest rate not to exceed __%, with points or commitment or loan fees not to exceed __% of the principal amount, for a term of ___years, and amortized over _____ years, with additional terms as follows:


                                                                                                                                                          


 


Buyer will timely provide any and all credit, employment, financial and other information reasonably required by any lender. Buyer will use good faith and reasonable diligence to (i) obtain Loan Approval within ___ days (45 days if left blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the mortgage broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately upon obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and reasonable diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within ___ days (3 days if left blank) deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. If Buyer does neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time thereafter. Unless this financing contingency has been waived, this Contract shall remain subject to the satisfaction, by closing, of those conditions of Loan Approval related to the Property. DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer has used good faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date and thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or before the Closing Date without fault on Buyer's part, the Deposit(s) shall be returned to Buyer, whereupon both parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use good faith or reasonable diligence as set forth above, Seller will be entitled to retain the Deposit(s) if the transaction does not close.


 


6.     TITLE: Seller has the legal capacity to and will convey marketable title to the Property by Llstatutory warranty deed S other      SPECIAL WARRANTY DEED     , free of liens, easements and encumbrances of record or known to Seller, but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; existing zoning and governmental regulations; and (list any other matters to which title will be subject) ____________________________________________


_____________________________________________________________________


 


provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property as


 


(a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent and pay for the title search and closing services. Seller will, at (check one) S Seller's £ Buyer's expense and


within 15  days S after Effective Date £ or at least ___ days before Closing Date deliver to Buyer (check one)


S (i.) 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 owners policy in the amount of the purchase price for fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and Seller has an owners policy, Seller will deliver a copy to Buyer within 15 days after Effective Date.


 


£     (ii.) 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 (i.) above will be the evidence of title.


 







(b) Title Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or


 


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(2) Buyer delivers proper written notice and Seller cures the defects within ___ days from receipt of the notice ("Curative Period"). If the defects are cured within the Curative Period, closing will occur within 10 days from receipt by Buyer of notice of such curing. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days from 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: (check applicable provisions below)


S  (i.)Seller will, within  10  days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and engineering documents, if any, and the following documents relevant to this transaction:


______________________________________________________________________________________________


 


prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this transaction does not close, all documents provided by Seller will be returned to Seller within 10 days from the date this Contract is terminated.


 


S Buyer will, at £ Seller's S Buyer's expense and within the time period allowed to deliver and examine title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the Property or that the improvements encroach on the lands of another, £ Buyer will accept the Property with existing encroachments £ such encroachments will constitute a title defect to be cured within the Curative Period.


 


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


 


7. PROPERTY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller makes no warranties other than marketability of title. In the event that the condition of the Property has materially changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a refund of any and all deposits paid, plus interest, if applicable. By accepting the Property "as is", Buyer waives all claims against Seller for any defects in the Property. (Check (a) or (b))


 


£ (a) As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" condition.


 


S  (b) Due Diligence Period: Buyer will, at Buyer's expense and within  30  days from Effective Date ("Due Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's intended use and development of the Property as specified in Paragraph 6. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer's intended use and development. Buyer will deliver written notice to Seller prior to the expiration of the Due Diligence Period 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 in its present 'as is" condition. Seller grants to 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 at all levels, 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 mechanic's lien being filed against the Property without Seller's prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that Buyer's deposit will be immediately returned to Buyer and the Contract terminated.


 







(c) Walk-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the







 


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parties, conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and to ensure that all Property is on the premises.


 


8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any business conducted on the Property in the manner operated prior to Contract and will take no action that would adversely impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materially affect the Property or Buyer's intended use of the Property will be permitted S only with Buyer's consent £ without Buyer's consent.


 


9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with the norms where the Property is located.


 


(a)  Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at dosing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, mailboxes, and security systems.


 


(b)    Costs: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing statements and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances.


 


(c)   Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, contractor, subcontractor, or material supplier in connection with the Property; current copies of the condominium documents, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters; tenant subordination, non-disturbance and attomment agreements (SNDAs) required by the Buyer or Buyer's lender; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change in ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will deliver a resolution of its Board of Directors authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the requirements of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, mortgages and notes, security agreements, and financing statements.


 


(d)   Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing.


 


(e)   Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will pay all installments due and payable on or before the Closing Date, with any installment for any period extending beyond the Closing Date prorated, and Buyer will assume all installments that became due and payable after the Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and does not apply to condominium association special assessments.


 


(f)    Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or


 


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Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the requirement


 


10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent") to receive, deposit, and hold funds and other property in escrow and, subject to collection, disburse them in accordance with the terms of this Contract. The parties agree that Agent will not be liable to any person for misdelivery of escrowed items to Seller or Buyer, unless the misdelivery is due to Agent's willful breach of this Contract or gross negligence. If Agent has doubt as to Agent's duties or obligations under this Contract, Agent may, at Agent's option, (a) hold the escrowed items until the parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having jurisdiction over the matter and file an action in interpleader. Upon notifying the parties of such action, Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If . Agent is a licensed real estate broker, Agent will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items or is made a party because of acting as Agent hereunder, Agent will recover reasonable attorney's fees and costs incurred, with these amounts to be paid from and out of the escrowed items and charged and awarded as court costs in favor of the prevailing party.


 


11. CURE PERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non-.complying party specifying the non-compliance. The non-complying party will have ___ days (5 days if left blank) after delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close.


 


12. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is not met and Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit will be returned in accordance with applicable Florida Laws and regulations.


 


13. DEFAULT:


 


(a)      In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make the title marketable after diligent effort, Buyer may either (1) receive a refund of Buyer's deposit(s) or (2) seek specific performance. If Buyer elects a deposit refund, Seller will be liable to Broker for the full amount of the brokerage fee.


 


(b)      In the event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) retain all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If Seller retains the deposit, Seller will pay the Brokers named in Paragraph 20 fifty percent of all forfeited deposits retained by Seller (to be split equally among the Brokers) up to the full amount of the brokerage fee. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) terminate the Contract and seek the remedy outlined in this subparagraph or (2) proceed with the Contract without waiving any remedy for Buyer's default.


 


14. ATTORNEY'S FEES AND COSTS:in any claim or controversy arising out of or relating to this Contract, the prevailing party, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable attorneys' fees, costs, and expenses.


 


15. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) representing a party will be as effective as if given by or delivered to that party.


 


16. DISCLOSURES:


 


(a) Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of commercial real estate for any commission earned by the broker under a brokerage agreement. The lien upon the owner's net







 


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proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not attach to any interest in real property. This lien right cannot be waived before the commission is earned.


 


(b)   Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such liens, if any, shall be paid as set forth in Paragraph 9(e).


 


(c)   Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit


 


(d)   Energy-Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by Section 553.996, Florida Statutes.


 


17. RISK OF LOSS:


 


(a)      If, after the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will bear the risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and Seller will credit the deductible, if any and transfer to Buyer at closing any insurance proceeds, or Seller's claim to any insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any such proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of the Buyer.


 


(b)      If, after the Effective Date and before closing, any part of the Property is taken in condemnation or under the right of eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this Contract without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of purchasing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at closing the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate with and assist Buyer in collecting any such award.


 


18. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise S is not assignable £ is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment agreement to the Seller at least 5 days prior to Closing. The terms "Buyer," "Seller" and "Broker" may be singular or plural. This Contract is binding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if assignment is permitted).


 


19. MISCELLANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. Modifications of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. Signatures, initials, documents referenced in this Contract, counterparts and written modifications communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be construed under Florida law and will not be recorded in any public records.


 


20. BROKERS: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a licensed real estate Broker other than:


 


(a) Seller's Broker:  TLG Real Estate Services, PLLC                                                      Ben H Wilkinson, Jr


 


                                           (Company Name                                                                                  (Licensee)


 


_______________________________________________________________________________________________________________________________________________________________________________________________________


 


(Address, Telephone, Fax, E-mail)







who £ is a single agent S is a transaction broker £ has no brokerage relationship and who will be compensated


by S Seller £ Buyer £ both parties pursuant to £ a listing agreement S other (specify)  Separate agreement 


____________________________________________________________________________________







 


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(b) Buyer's Broker:                        N/A                                            N/A                        


(Company Name)                                                       (Licensee)


 


 


_______________________________________________________________________________________________________________________


 


(Address. Telephone, Fax, E-mail)


 


who £ is a single agent £ is a transaction broker£ has no brokerage relationship and who will be compensated by £Seller's Broker £ Seller £ Buyer £ both parties pursuant to £ an MLS offer of compensation £ other (specify)


_________________________________________________________________________________________







 


(collectively referred to as "Broker) in connection with any act relating to the Property, including but not limited to inquiries, introductions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to indemnify and hold Broker harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorneys' fees at all levels, and from liability to any person, arising from (1) compensation claimed which is inconsistent with the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of services regulated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends, or retains for or on behalf of Seller or Buyer.


 


21, OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to this Contract):



	
£

	
Arbitration

	
£

	
Seller Warranty

	
£

	
Existing Mortgage


	
£

	
Section 1031 Exchange

	
£

	
Coastal Construction Control Line

	
£

	
Buyer's Attorney Approval


	
£

	
Property Inspection and Repair

	
£

	
Flood Area Hazard Zone

	
£

	
Seller's Attorney Approval


	
£

	
Seller Representations

	
£

	
Seller Financing

	
£

	
Other







 


22. ADDITIONAL TERMS:


   1. Closing to occur within 15 days following the "Due Diligence Period" as defined in Paragraph 7.b., unless  terminated in accordance with the provisions contained herein. This contract is modified and supplemented by an  Addendum.


 


_____________________________________________________________________________________________________________________


 



_____________________________________________________________________________________________________________________




_____________________________________________________________________________________________________________________


 



_____________________________________________________________________________________________________________________




 


 




THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS UNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE.












 


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Each person signing this Contract on behalf of a party that is a business entity represents and warrants to the other party that such signatory has full power and authority to enter into and perform this Contract in accordance with its terms and each person executing this Contract and other documents on behalf of such party has been duly authorized to do so.


 








	
Sunshine Savings Bank

	  	
 


	  	  	Date:           May 13, 2013                  
	
Louis O. Davis, Jr.

	  	
 


	
(Typed or Printed Name of Buyer)

	  	

Tax ID No: ________________________


	  	  	
 


	
Title:            President/CEO           

	  	

Telephone:           (850) 219-7300         


	  	  	
 


	/s/ Louis O. Davis, Jr. 	 	

Date: _______________________


	(Signature of Buyer) 	 	 
	  	  	  
	 	 	 
	
(Typed or Printed Name of Buyer)

	  	
Tax ID No: _____________________


	  	  	  
	
Title: ___________________________

	  	
Telephone: ________________________


	  	  	  
	
Buyer’s Address for purpose of notice:          1400 E. Park Ave., Tallahassee, FL 32301           


	  
	
Facsimile:       (850) 656-9508      

	  	
Email:: ___________________________


	  





 








	
Centennial Bank

	  	
 


	  	  	Date: May 14, 2013                               
	
G. Matthew Brown

	  	
 


	
(Typed or Printed Name of Seller)

	  	

Tax ID No: ________________________


	  	  	
 


	
Title:            Market President           

	  	

Telephone: _________________________


	  	  	
 


	/s/ G. Matthew Brown 	 	

Date: _______________________


	(Signature of Seller) 	 	 
	 	 	 
	  	  	  
	
(Typed or Printed Name of Seller)

	  	
Tax ID No: _____________________


	  	  	  
	
Title: ___________________________

	  	
Telephone: ________________________


	  	  	  
	
Seller’s Address for purpose of notice: _______________________________________________


	  
	
Facsimile: __________________________

	  	
Email:: ___________________________


	  	  	  





 







 







 


The Florida Association of REALTORS 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 a REALTOR®. REALTOR' 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 the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized forma


 







 







 







 







 


Buyer (___) (___) and Seller (___) (___) acknowledge receipt of a copy of this page, which is Page 8 of 8 Pages.


 











  





  


  





  










Addendum to Commercial Contract







For valuable consideration, the parties agree to supplement the terms or the Commercial Contract between Seller Centennial Bank and Buyer Sunshine Savings Bank, originally dated by Buyer on May 13, 2013, for the purchase of 3641 Coolidge Court, Tallahassee, Florida (the "Contract"), as follows:








	
1.

	
This Addendum is intended to modify and supplement the terms of the Contract, and uses the same capitalized words as those defined in the Contract, but to the extent the terms of the Addendum and the Contract are contradictory, then the terms of this Addendum shall prevail.


	 	 
	
2.

	
Personal Property (Lines 7-8) shall be transferred as follows:


	 	 	 	 
	  	  	
a.

	
Buyer shall receive:


	  	  	  	
i.

	
Furniture located in the premises as of May 13, 2013


	  	  	  	
ii.

	
Vault door


	  	  	  	
iii.

	
Under counter teller cash drawers and the teller cash vault safe


	  	  	  	
iv.

	
Night deposit box equipment


	  	  	  	
v.

	
Safe deposit boxes


	 	 	 	 
	  	  	
b.

	
Seller shall retain:


	  	  	  	
i.

	
Card activating and embossing equipment


	  	  	  	
ii.

	
Check encoding and scanning equipment


	  	  	  	
iii.

	
Copiers and printers


	  	  	  	
iv.

	
Currency counters


	  	  	  	
v.

	
Phone system and equipment


	  	  	  	
vi.

	
Computer servers and server equipment


	  	  	  	
vii.

	
Automated Teller Machines and ATM equipment    


	 	 	 	viii. 	Security cameras 
	 	 	 	ix. 	Any leased equipment 
	 	 	 	 
	  	  	
c.

	
The parties shall cooperate and use their best efforts to inventory and reach agreement on the transfer of any other personality located on the premises within 10 days from the Effective Date of the Contract. If the parties are unable to reach such agreement within 10 clays, then Buyer may elect to terminate the Contract by giving written notice to Seller within the Due Diligence Period.


	 	 	 	 
	
3.

	
The purchase price (Line 10) shall be $1,310,000.00, and the balance to close (Line 19) shall be $1,300,000.00.


	 	 
	
4.

	
The Closing Date (Lines 31, 310-311) shall be on or before June 26, 2013, unless terminated in accordance with the provisions of the Contract.


	  	  	  	  	  
	
5.

	
Seller's obligation to close is conditioned upon the simultaneous closing of the property known as 503 Appleyard Drive, Tallahassee, Florida, the terms of which are evidenced in that certain Commercial Contract of even date between the same parties (the "Appleyard Contract"). In other words, if Buyer terminates the Appleyard Contract in accordance with the provisions therein, then Seller may elect to terminate this Contract.


	 	 
	
6.

	
The Contract, as supplemented by this Addendum, shall not be effective unless both it and the Appleyard Contract are fully executed by 5:00PM on May 16, 2013.













	
/s/ G. Matthew Brown

	  	
/s/ Louis O. Davis Jr.


	
Centennial Bank, Seller

	  	
Sunshine Savings Bank, Buyer


	
By:

	
G. Matthew Brown

	  	
By:

	
Louis O. Davis, Jr.


	
Its:

	
Market President

	  	
Its:

	
President/CEO


	
Date:

	
May 14, 2013

	  	
Date:

	
May 15, 2013