a £ DX sea eh STATE OF FLORIDA san DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION Sf 5) FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION, 4: $ DIVISION OF REAL ESTATE, / Petitioner, vs. FDBPR Case N° 2007057642 JOHN A. SILLIMAN, Respondent. / ADMINISTRATIVE COMPLAINT COMES NOW the Florida Department of Business and Professional Regulation, hereinafter referred to as "Petitioner," and files this Administrative Complaint against John A. Silliman hereinafter, referred to as "Respondent," and alleges the following: ESSENTIAL ALLEGATIONS OF MATERIAL FACT 1. Petitioner is a state government licensing and regulatory agency charged with the responsibility and duty to prosecute Administrative Complaints pursuant to the laws of the State of Florida, in particular Section 20.165 and Chapters 120, 455 and 475, Florida Statutes, and the rules promulgated pursuant thereto. 2. Chapter 475.01(1)(a), Florida Statutes provides, in relevant part: ‘Broker’ means a person who, for another, and for a compensation or valuable consideration directly or indirectly paid or promised, expressly or impliedly, or with an intent to collect or receive a compensation or valuable consideration therefor, appraises, auctions, sells, exchanges, buys, rents, or offers, attempts or agrees to appraise, auction, or negotiate the sale, exchange, purchase, or rental of business enterprises or business opportunities or any real property or any interest in or concerning the same, including mineral rights or leases, or who advertises or holds out to the public by any oral or FDBPR v. John A. Silliman Case No. 2007057642 Administrative Complaint ; printed solicitation or representation that she or he is engaged in the business of appraising, auctioning, buying, selling, exchanging, leasing, or renting business enterprises or business opportunities or real property of others or interests therein, including mineral rights, or who takes any part in the procuring of sellers, purchasers, lessors, or lessees of business enterprises or business opportunities or the real property of another, or leases, or interest therein, including mineral rights, or who directs or assists in the procuring of prospects or in the negotiation or closing of any transaction which does, or is calculated to, result in a sale, exchange, or leasing thereof, and who receives, expects, or is promised any compensation or valuable consideration, directly or indirectly therefor; and all persons who advertise rental property information or lists. A broker renders a professional service and is a professional within the meaning of s. 95.11(4)(a). 3. "Operate" means the commission of one or more acts described in Chapter 475, Florida Statutes, as constituting or defining a broker, broker-sales associate, or sales associate, not including, however, any of the exceptions stated therein. See Section 475.01(3), Florida Statutes. 4. No person shall operate as a real estate broker or sales associate in Florida without being the holder ofa valid and current active license therefor. See Section 475.42(1)(a), Florida Statutes. 5. Respondent is not now, nor was at any time material herein, registered as a real estate broker or sales associate in the State of Florida in accordance with Chapter 475 of the Florida Statutes. 6. At all times material, on or about March 8, 2006 Respondent negotiated the sale of a real property owned by 2303 North Market Street, LLC (Seller) to Marker Street Lofts, LLC located at 2303 North Market Street, Jacksonville, FL 32202 (Subject Property) for $7,000,000.00. A copy of the contract is attached hereto and incorporated herein as Administrative Complaint Exhibit 1. 7, Respondent received a $30,000.00 real estate commission for the sale of the Subject FDBPR vy. John A. Silliman Case No. 2007057642 Administrative Complaint Property. A copy of the settlement statement is attached hereto and incorporated herein as Administrative Complaint Exhibit 2. 8. At all times material, Respondent had no proprietary interest or any other interest in the Subject Property. COUNT I Based upon the foregoing, Respondent is guilty of having operated as a broker or sales associate without being the holder of a valid and current license as a broker or sales associate in violation of Section 475.42(1)(a), Florida Statutes, and, therefore, in violation of Section 455.228, Florida Statutes. WHEREFORE, Petitioner respectfully requests the Florida Real Estate Commission, or the Department of Business and Professional Regulation, as may be appropriate, to issue a Final Order as final agency action finding the Respondent(s) guilty as charged. The penalties which may be imposed for violation(s) of Chapter 475 of the Florida Statutes, depending upon the severity of the offense(s), include: revocation of the license, registration, or permit; suspension of the license, registration, or permit for a period not to exceed ten (10) years; imposition of an administrative fine of up to $5,000 for each count or offense; imposition of investigative costs; issuance of a reprimand; imposition of probation subject to terms including, but not limited to, requiring the licensee, registrant, or permitee to complete and pass additional real estate education courses; publication; or any combination of the foregoing which may apply. See Section 475.25(1), Florida Statutes and Rule 61J2-24.001, Florida Administrative Code. The penalties which may be imposed for violation(s) of Chapter 455 of the Florida Statutes, depending upon the severity of the offense(s), FDBPR v. John A. Silliman Case No. 2007057642 Administrative Complaint include: revocation of the license, registration, or permit; suspension of the license, registration, or permit for a period not to exceed ten (10) years; imposition of an administrative fine of up to $5,000 for each count or offense; imposition of investigative costs; issuance of a reprimand; imposition of probation subject to terms including, but not limited to, requiring the licensee, registrant, or permitee to complete and pass additional real estate education courses; publication; restriction of practice; injunctive or mandamus relief; imposition of a cease and desist order; or any combination of the foregoing which may apply. See Section 455.227, Florida Statutes and Rule 61J2-24.001, Florida Administrative Code. SIGNED this \® day of cam 2008. Department of Business and Professional Regulation Thomas O’Bryant, Jr., Director Division of Real Estate to ent of Professional Regieiuy,. Division of Real Estate FDBPR v. John A. Silliman Case No. 2007057642 Administrative Complaint ATTORNEY FOR PETITIONER Patrick J. Cunningham Senior Attorney Florida Bar N° 469221 Senior Attorney, Real Estate Department of Business and Professional Regulation, Division of Real Estate 400 West Robinson Street N801 Orlando, FL 32801-1757 (407) 481-5632 (407) 317-7260 FAX NOTICE TO RESPONDENTS PLEASE BE ADVISED that mediation under Section 120.573 of the Florida Statutes, is not available for administrative disputes involving this type of agency action. PLEASE BE FURTHER ADVISED that pursuant to this Administrative Complaint you may request, within the time allowed by law, a hearing to be conducted in this matter in accordance with Sections 120.569 and 120.57 of the Florida Statutes; that you have the right, at your option and expense, to be represented by counsel or other qualified representative in this matter; and that you have the right, at your option and expense, to take testimony, to call and cross-examine witnesses, and to have subpoena and subpoena duces tecum issued on your behalf if a formal hearing is requested. PLEASE BE FURTHER ADVISED that if you do not file an Election of Rights form or some other responsive pleading with the Petitioner within twenty-one (21) days of receipt of this Administrative Complaint, the Petitioner will file with the Department of Business and Professional Regulation a motion requesting an informal hearing and entry of an appropriate Final Order which may result in the suspension or revocation of your real estate license or registration. Please see the enclosed Explanation of Rights and Election of Rights form. ty pave ooroes 0 a 1. Burghase and Sale. The undersigned buyer, ACM_Davelopment Group, LLC (Buyer"} agrees to bay By ler, Zz Sah agrees 40 sail'all that tract gy pare of land. wi 2, Purchase Price, The purchase price of Property to’be paid by Buyer at closing is: Seven Hundred Thousand U.S. Dollars, $700,000.00, end-subject to al prorations and adjustments shail be paid by Buyer at ‘the Closing by cash, wire transfer of immediately avallable funds, cashier's check or certified check. A. Receipt: Buyer shall pay to Logan & Torres, Altomeya at Law (‘Holder’) eamest money of STen Thousand Doflars check. The eamest money shall be deposited in Holder's escrow/trust account (with Holder retaining the Interest if the account Is interest bearing) within three banking days fori the Binding-Agreement Date. if _ Buyer writes a check for earnest money and thé same is deposited into Holder's sscrowhtrist account, Hoker shail nol be required to return the amest money until the check had.cleared the account'on which the check was written. In the event any earnest money check ig dishonored, for any reason, by the bank upon which It ls drawn, Holder shail promptly give notios to. Buyer end Se¥ér. Buyer shall have three banking days after notice to deliver good funds to Holder. If the event Buyer does not timely deliver good funds, Seller shall have the right to terminate this Agréement upon written notice to Buyer. 8. Entitlement to Earnest Money: Subject te ihe Disbursement of Eamest Money paragraph below: 1. Buyer shail be entitled to the esmest money upon: a} failure of the parties to entor into a binding agreement; b} failure of any contingency or condition to which this Agreement is subject; c) termination af this Agreement - due to the defaut of Seller;:d) the termination of this Agreement in accordance with-& specific right to terminate. set forth in the Agreemant; @) upon the closing of Property. : ; 2. Seller shall be entitied to the eamest money if this Agreement is terminated due to the defautt of Buyer. in such event, Holder may pay. the earnest money. to Seller by check, which if accepted and depostied by Seller, shall constitute quidated damages in full settoment ofall claims of Satter. tt is-agreed to by the parties that such liquidaled damages are not a penalty and are a.good faith estimate of Seller's actual damages, which damages are difficull to ascertali. . . . C. Disbursement of Earnest Money: Holder shall disburse Eamest Money only as follows: (a) st Closing: (6} -upona subsequent written agreement signed by Buyer and: Selter, (c) as. set forth below in the event of & Gispule regarding Eamest Money; or d) the faiture of the parties to enter into a binding agreemiént (where there is no dispute over the formation or enforceability of the Agreement). No: party shall geek damages from Holder, hor shall Holder be Hable for any such damages, for any matter arising out of or reiated to the performance of. Holder's duties herdunder. D. Disputes Regarding Earnest Money: in the event Buyer or Seller notifies Holder of a dispute regarding the disposition of Gamest Money that Holder cannot resolve, Holder shail sette the dispute as follows; Arbitration: Buyer and Seller agree that any earnest: money dispute shail be sattied by arbitration in . accordance with the Commercial Arbitration Rules of the American Arbitration association, Buyer and Sefer “agree fo engage an arbitrator mutually agreeatie to the parties (‘Arbitrator’), to setlie the eamest money dispute. The award of the Arbitrator shall be final and binding. upon the parties hereto, and Holder shall a prompfiy disburse the Earnest Money in Accordance with said award. The costsof any such arbitration shall be shared equally between the Buyer-and Sefer and shail_be promptly paid directly to the Arbitrator. Buyers tr } i Sellers. itis 2 — Page ¢ of 6 ADMINISTRATIVE. COMPLAINT. EXHIBIT # _| oF 5 PAGE ____ | — rer? pace. 7 4. Inspection / Due Diloence, Due Diligence Period. Prior ta closing, ‘Buyer and Buyer's agents. shall have the right to.enter upon Property at Buyer's expense and at reasonable thes, times, fo inapact, survey, examine, and test Property as Buyer may deem necessary as pert of Buyer's acquisition Of Properly. Buyer stiall indemrfify and hold Seller harmless from and-ageinst any and all-clalms, injuries, and damages to persons andor property arising gut of or related to the exercise of Buyer's rights hereunder. Buyer shailhave .21 ‘days from the Binding Agreement Date: (“Due Diligence Period’) fo evaluate Property, the feasibility of the transaction, the availability and cost of financing, and any other matter of concer fo Buyer. Buyer shall have the option: to. extend the Due Diligence period for an additional one (1) thirty (30) day period should any issue(s).remain unresolved that is essential to the viability of the closing afid/ar economic feasibility of Buyers intended use of the Property. During the Due Diligence Pariod,.Buyer shall have the right to tenninate tis Agreement upon notice to Seiler if Buyer determines. based on an evaluation of the above, that it is not desitable to proceed with the transaction. in such event, Holder shall promptly refund Buyer's Earnest Money in accordence with the Earnest Money: Patagraph above. Within 5 days from the Binding Agraament Date, Seller shall déliver to Buyer copies of the matarials conceming Property referenced in Exhibit “8” (collectively “Due Diligence Materials”), which materisis shall. be promptly returned by Buyer if this Agreemient does not close for any reason. It Buyer falls to timely notity Seller that if is not proceeding with the transaction, Buyer shall waive its rights to terminate this Agreement pursuant to this paragraph, 5. Tite. A. Warranties of Setter, Seiler warrants that at Cloeing, Séiler shal convey good and merketabie, fee simple title to Property to Buyer, subject only to.the following excapti¢ns (“Permitted Exceptions"): 1, Liens for ad valorem taxes not yet due and payable: 2. Those exceptions to which Buyer doas net object. or which Buyer waives in accordance with the Tite Objections paragraph below. “Good arid Marketable, fes ‘simple tite" with respect to Property shall be such title: (a) as is classified.as “marketable” under the Tite Standards of the State Bar of Florida; and (b).as is acceptable to and insurable by a title Insurance company doing business in Flodda ("Title Compeny’}, at standard rates.on an American tand Title Association Owner's Policy ( (Tite Policy’). : B. Title Objections: Buyer shall have 21. days from the Binding Agreement Date jin which to fumish Seller, ben a writtén statement of any title objections, UGC-1-or UCC.2 Financing Stetements, and encroachments, and other facts affecting the marketability of Property aa revaaied by a current litle examination and survey. Seller shail have 15 days. from the teceipt of such objections (the “Tite Gure Periad”) to cure ail valid title objections. Closing shall be amended to 10 days after Seller's cure of all valid tile objections. ‘No additional: eamest money-shall be pald for Tite Cure Period. Seller shal satisfy any existing liens or monetary encumbrances Kentified by Buyer as title objections which may be satisfied by the paynient of a sum certain, prior to or st Closing. Except for Seller's obligations in the preceding santence, if Soller tails to cure any other Valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer wih evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days: of the expiration of the Tile Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the retum of Buyer's Eamest Money, (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date fora period of time not lo exceed fifteen days to allow Seller further time to cure such valid tide objections. Failure {o act in-a timely manner under this paragraph shail constitute a walver of Buyer's fights hereunder. Buyer shall have the right to re-examine title prior to Closing and.notity Sei at clog of any fitle objections which appear of record after the date.of Buyer's initial title examination and Closing. 6. Closing, A. Closing Date: This transaction shall be consummated (‘Closing’) no iater than-seven (7) days from the end of the Due Diligence Pariod, inclusive of extension periods optioned by Buyer as a part of this agreament. 8. Possession: Seller shall deliver possession and occupancy of Property to Buyer at Closing. ADMINISTRATIVE COMPLAINT, EXHIBIT # PAGE 2 oF — ! s.at Closing: -At Closing, Sefer shall daliver to Buyer. {a) a Closing Statement; (b} Limited Warranty Deed: 0) FIRPTA Affidavit (indicating that Seiler is not a-“foréign parson” or “foreign corporation” as that term is defined in Section 1445(f}{3} of the intemal Revenue Code of 1986), (d)-a transfer tax. declaration form properly signed and executed by Sellar; and (a) all documents which Sefer must execute under the terns of this Agreement to cause the Title Company to deliver to Buyer the Title Policy including, without fimitation, a title affidavit from Seller to Buyer and fo the Tite Company. in the form customarily used in Florida commercial rea] estate transactions so as to enable the Title Company to issue Buyer the Title Polcy with all standard exceptions deleted and subject only to the Permitted Exceptions and evidence reasonably satisfactory to Tite Company of its due and proper authority and power to perform ita obligations heraunder. In-addition, Seller shai deliver to Buyer at Closing al documents/Rems indicated in Exhibit “C* any {all documents to be delivered by Sefter under this paragraph, including all documentsfitems indicated in Exhibit “C~ are coflectivaly “Seller's ‘Closing Documents”): 3. Conditions to Closing. A. Conditions in Favor of Buyer: The obligation of Buyer to consummate the transaction contemplated harain is sCongiionad upan aed wa fen of Ser mae Dre 3 ral rem Date: . sph ‘formed gi Reronned Seller at or '@ Glosing, ave deiver Piette Buyer p Property executed originals of Sellars Closing Documents, . There shall have baen no. material adverse change in tha physical condition or environmental status of Property, except ds otherwise provided for in this Agreement; 5. The issuance at Closing of the Title Policy (or markéd binder), with all standard ‘exceptions ‘daleted and subject onty to the Permitted Exceptions, B. Coriditions in Favor of Seller: The obligation of Sétier to.consummate the transaction contemplated _ herein is conditioned u the F following conditions precedent as of the Closing Date: . 1, Al representations ‘of Buyer made. herein shall remain true and correct, 2. Buyer shat: have p performed all ail of the. covenants undertaken by Buyer in this Agreement to be $a No é E 3 Ha Berformed by Buyer at of Brot to Closing: and 2. Buyer shall have: (a) delivered to the Se properly executed originals of the tite polloy documents, closing statement, and any other documents identified in Exhibit °C” that require Suyer's signature; and (b) paid the Purchase Price, ptus or minus prorations and adjustments, to , om Costs: Seller shail pay the cost of recording any litle curative document, including without — limitation, satisfactions of deeds to eecure debt, quitclaim deeds and financing. statement tenminations; ali transfer taxes, all deed stamps;-and the foes of Seller's counsel. 6. Buyer's Coste: Guyer shall pay the cost of Buyer's counsel and consultants; any egsts in connection with Buyer's inspection of Property and ariy costs’ associated with obtaining Financing for the acquisition of Property (neluding id intangibles tax, survey, reconding fees, escrow fees, and the cost of recording Buyer's loan , Tena rating. fel este es forthe calenciar year in wich the Ciosing takes place ‘shall be prorat 12:07 -a.m.on the Closing Dale. Seller shall be responsible (even after C! ing ail taxes (includ ‘BVIOUS feassessments) ‘on Property for the time period during which Dated shh / Sok contracts and utilities. 3 a8 well a8 any Servica Buyers wife 1 Sellers Initiais S£. Page 30f6 ADMINISTRATIVE COMPLAINT, z EXHIBIT #[ _____sawermea> __pace_7 “PAGE OF 13. Other Provisions. A, Binding Effect, Entire Agreement, Modification: ‘This Agreement constitutes the sole and entire agreement between the parties and shall be binding upon the parties and their successors, heits, and perinitied assigns, No representation, promise or inducement not included in the Agreement shall be binding: upon any party hereto. This Agreement may not be amended, modified or waived except by the written. agreeraant of Buyer.and Séer, : ; : 8. Assignment: Seller understands and acknowladges that this Agreement will be assigned to a registered Florida or Georgia Corporation fo ba named prior to closing. . C. Survival of Agreement. All conditions and stipulations in this Agreement, which the parties agree shall be performed or fulfified after the closing, shall-survive closing until such time.as said. canditions or stipulations are. performed orfulliied. : 0. Time of Essence: Time is of the essence.of tis Agreement. : E. Terminology; As the context may require in this Agreement: (1) the singular shall mean the plurat and vice ‘versa, and (2) al pronouns shall mean and include the petson, eniity, firm, or corporation to which they relabs. F. Responsibility t6 Cooperate: All parties agree to take ail actions and do ail things reasonably necessary to fulfil in good faith and in a timely. manner the terms and conditions of this Agreement. : &. Notices: All Notices Must Be In Writing. All notices, including, but not limited to, offers, counterotfers, acceptances, amendments, notices to terminate and demands, required or permitted hereunder shail be in writing, signed by the party giving the notice and delivered either: (a) in person; (b) by. an overnight delivery service, prepaid, (c) by facsimile transmission (FAX); (d) by the United States Postal Service, postage prepaid, registered of certified retum receipt requested; (2) by email, . Nolice sent by FAX or EMAIL shail be deenied to be given and received as of the date and time itis. transmitted provided that the sending FAX or EMAIL produces a written conformation showing the correct date and the time of the tranemission and the telephone number or email address.referenced herein to which the natice should have been sent. Aniy nofice sent by FAX or EMAIL shail-be gent te stich ottier FAX number or EMAIL address as the receiving party may from time.to me specify by notice fo tha party sending the FAK or EMAIL. Any party sending notice by FAX or EMAIL shall send an original copy of the notice tf so requested by the ather party, A faxed or emailed signature-of a party shall constitute an originat ‘signature. binding updo thet party. Except as may be provided herein, notices shail be deemed to be.given.as of the date and time they ae received. The notice requirements referanced herein shail be strictly construed, _ ; H. Binding Agreement Date: The Blading Agreement Date shall be the date when the party making tiie last . Offer receives notice that the Offer has been accepted. This party shail fill in the Binding Agréerient Date below and promptly give’ notice of this date to the other party. Buyers Initial: { Sellers Iniials SR Page:4 of 6 ee emmmned ° “ ADMINISTRATIVE COMPLAINT 5S pace 27 “XHIBIT FF eee 4 Yor _ 1, Remedies: in the svent of a breach of this Agreement, the non-breaching party may pursue all remedies avaitable at law or in equity except where the parties hava: agreed to arbitrate. Notwithstanding the above, if Buyer breaches Buyers abligations br warranties ‘herein Seller ahell have the option to request that Holder pay the Earnest Money to Salier, which if disbufsed to Seller by Hokler-shai constitute. Hquidated damages in full. settiement of ail claims by Satier. Such liquidated damages are agreed to by the parties not to be a penalty and to-be a good faith estinate of Sellers actual damages, which damages are difficult to ascertain. J. Marketing of Property: During the Due Diligence period, Buyer shall have the right to actively. market the Property to potential users for Buyer's intended use and to erect a temporary “For Sale” signs on the Property for the Intended end use of the property 16, Exhibits and Addenda, All exhibits and/or addenda attached hereto, listed below, of referenced hereln are made a part of this Agreement. If any sucty exhibit or addendum conflicts with any preceding paragraph, sald exhibit or addendum shall controt: Exhibit ‘A* - Legal. Description Exhibit “B* - Due Ditigence Materiats Exhibit "C* - Addition to Seller's Closing Documents: Exhibit “D" - Seiters Warrdrities and Representations Exhibit ‘E* - Agent / Real Estate Commission Special Stipulations: The following Special Stipulations, i-canficting with any exhibit or preceding paragraph, Buyers wma 9 1 Sellers Initials b- Page 6.0f6 ADMINISTRATIVE COMPLAINT EXHIBIT # “ —— Tims Limit: The terms of this Agreement shall constitula an offet (Offer) thal shail be open for acceplance until 6:00 o'clock Pion the _&. day of Plana 2008 , Ace gown aca: This Offer is hereby accepted, without change, at-o'clock obverts, Buyers Signature: (_ Print or Type Name: Sellers Signature: .Printor Type Name: : The Binding Agreement Date shall be the date when the party making the last Offer receives notice that thé Offer-has been accepted. This party shall fill in the Binding Agreement Date and: give.notice af this date to the ofher party. The Binding Agreement Date in this trandaction is the day of dererPeet— Page 6 of 6 ADMINISTRATIVE: COMPLAINT, EXHIBIT #_J wer—S pace & | feo 2AGE—_a—__¢-—__ ge _Monithe Soy Manet & fy FILE: 9043NID. SABMIAT . "as “EXHIBIT "A" Lots 6, 7,.8, 9 and 12. (except: the Nortt-20 feet of said lots); and Lots 10 and 4, and the vacated alley tying between Lot 9.and Lots 18, 11 and 12,-all being in Block 33, according to plat of New Springficld ag- recorded In Plat Book 2, Page 70 of the Corrent dubtic Records of Duval County, Florida; sald land is also more particularly described na follows: : Begin at a point on the Kast Hne of Market Street, 120 feet South. of the intersection of the Sout ne af Fourteenth: Street and the Eust. fine of Market Street, which point of beginning fs also tre point where the South line of the right af way of the St Johny River Terminal. Company intersects thy East tine of sald Market Street; from said point ‘of beginning ron Easterly.and along the South fine of the St. Johns River Terratnal Company's right of way, & distance. of 310 feet to the. point: where said right of way intersects the West Ine of the-alley shown on said recorded plat; fram thence run South and along the ‘West line of sald Alley, 17152 feet to the polit: where said id Westerly line of said alley intersects the Northerly Une of the right of way of the Sexboard Afr Line Railway; from thence rua Westerly along tie North line of the right of way of the Seaboard Alr Line Railway, 310.74 feet to the point where said: bast nawied right of way intersects the East line of said: Market Street; fram thence ran North along the Rast Tine of Market Street, 183.58 feet to the paint of beginning. ADMINISTRATIVE COMPLAINT. EXHIBIT #_L _—_—_—$_ | _ 2AGE 7 OF i? EXHIBIT, EXIBIT “B" COMMERCIAL PURCHASE AND SALE AGREEMENT fm Due Diligence Documents” & A py "Shy are the Due Diligence Doc mani wit respect to Property lovated at 2 3 2202 vith an Offer date of the day . fo rovou pat pur teferanced belov : : Snhaustive let of ol of tho a yer righ i want to urchasing a Property er. “7, Super may, nesatora, want oquest aden ‘Din Diligence Seller{other than the items fisted ending: "Sp on the type of Property andi x business boing said and tho nature of the transaction. oes P91 Of 4. Most recent property tax assessments and tax bits diy 2. The most-recent title msyrance policy insuring Property; including ‘complete: and legible copies of all documents (whether. of not recorded) which are referenced therein as title exceptions. 3. Arecent Survey, AIT A (American land Tite Association) of the Property or if such @ aurvey is not available, the most recent survey of Property prepared by a licensed Florida surveyor. ° 4. Currant Zoning of Propeity, 5 All-plans end specifications, parcel, site, building, and other construction drawings.to inckude any such items prapared for. Property improvernents. 6 Ail existing leases and subleases (including concession and fcanse agreements for use of space within Property) and any amendments and letter agreements relating thereto, togettier with all corresporidence ‘to. and from tenants, and a written summary.of any leases currently in negotiation, specifying thé tenant, premises to be leased, rents, and.term and outlining alt other. material deal points. 7. All current insurance policies, together with a written summary of ngurance coverage and premiums by policy type: :8, All certificates of occupancy. 9. -All contractor, vendor, manufacturer and.other warranties with respect to all ree! property improvemants, fixtures, equipment and ‘personal: property to:be conveyed. 40. Al! environmental (hazardous substances), soil test reports, engineering, geotechnical & topographic, stidies, physical Inspection, marketing and feasibitity studies, assessments and reports, including any wetlands reports. 14, A current rent /Jease roll for Property together with rrontily ineome and expense reports for the period of Sellers ownership of Propasty (or for the previous 36 montha if shorter) 12, A written summary of all pending of threatened Htigation, insurance claims and notices of legal violations, together with the Pertinent notices, damands, pleadings and other dacuments. i 18, A-acheduie of special assessment districts and assesment amounts, Hany, ‘17. A schedule of Impact fees paid or owing on Propetty, if any. “48. All maintenance records for Property. - . 19. All municipal, county, state or federal permits, licenses and authorizations affecting the use, operation and nizintenance of Propaxty, to include information regarding zoning, land use and goverrimental approvats affecting the Property. ' 20. Any other correspondance documents or other material information affecting the Property ag requested by Buyer. 1 Buyorgdoitiais - “Seifere tnitisis ADMINISTRATIVE COMPLAINT EXHIBIT # ne ce 5 pace 32 | EXHIBIT “C" ‘PURCHASE AND SALE AGREEMENT . . fs Additions to Seller's Closing Documents a7 : ) ‘ . Atghliecturel Pins. An Assignment of Seller's rights, if any, | to any architectural drawings ane site re dna ao} Property and - i blue lined capies of such drawings and plans (to the extent in Seller's possession), *y P83, s i . Assignment of Contracts, Duly executed and acknowledged Assignment of Contracts assigning 2 sae 2 Buyer Ce re ane tie assignable Corrects aed containing an indesnly by Jingo of Buyer for ' Claims retated'to periods prior fo te Closing and (if such contracts are assumed by Buyer) oc indemnity by. i Buyer in favor of Seller related to the period after the Closing. is. Duly executed and acknowledged Assignment of Leases assigning and conveying to Buyer the : i , tO and-under the Leases and containing an indemnity by Seller in favor of Buyer for clakms by : fenans ‘icing prior to the Closing, and an indemnity by Buyer in favor of Sellar for claims by lenants arising after the : losing. i . Assignment of Licenses, An Assignment of any and aif municipal, county, ‘state or federal permits or- licenses, as and jt : existing and if transferable; held or controlled by the Seller, relating to Property. i 6 Assignment of Security Deposits, An assignment of all Security Deposits being held by Seller or the agents of Sellar with respect to the Proparty to Buyer, . + BiLof Sale. “Ouly exacuted end acknowledged Limited Warranty Bil of Gate conveying to Buyer good and marketable title : to the Personal Property (and fo the Improvements to the extant they could be determined tobe personal property), free i of all liens, secury interests and-encumbrances. : fi All of the:keys to any doors or locks on tfie Property and the original lenent files and other books and Serpe core ne Seker's possession. ‘Leases and Contracts: Original executed counterparts ofthe Leases and Contracts, to the extent Seller or its manager have such original executed counterparts in thelr pestession.as.of the Closing Date. ; Notice to Tenants, Atetter executed by Seller in a form approved by Buyér and addressed to all tenants undef the Leases; notifying sich tenants of the charige In ownership of Property.and directing that payment of all rent and other sums due ffom such tenants from and after the Closing Date be made:-to Buyer or stich other party as Buyer may direct. Pian he Os TOnpCOSSERY OE Seite Kasia Such ethos fo the tenanés.) : . Trans in and other Tax Documents, A transfer tax declaration and aif such other tax documents as may be | required of Salter ‘order to’enable Buyer to make an appropriate 1099 fing. ADMINISTRATIVE COMPLAINT EXHIBIT #1 10. 1 EXHIBIT “D" PURCHASE AND SALE AGREEMENT Solfer's Warranties and Representations . " ‘ ALN ,_Selter has the right: power and-authority to enter into this Agreement and to convey Property in with: is and conalions Of this Agreement, and the parsons executing this Agreement on behalf of Seller have been duly and valkity authorized by Seller to execute and daliver this Agreement and have the right, power and autharity.to enter into this Agreement and bind Seffer, ; , . anktuptey. Seller represents and warrants that Seller is salyeni and has not made a general assignment for the benefit, Er § oF been adjudicated a benkrupt or inécivent, rior has a receiver, liquidator or trustee of Seller. or any of its reacgonization or arenigement pursuant to the Fetern Baskeusey Act oF ary sry feral erat otoes ran i nt Or Suant to the’ ‘Or any Bil IF or state ai }, OF aT ‘proceeding instituted for the dissolution or liquidation of Sefer. id ¥ ¥ I< Gartficates. There has been no notice or request of any municipal departments. in company or board:of fire 1 BUranCe (oF organization exercising functions similar thereto) or morigagee directed to Sefler and requesting the Performance. of any work or alteration it respect ta Property which has not been complied with, : -porion thereof or ite use. . Gopsition of Prone, Seller ia not aware of any structural or other defects; latent or otherwise, which may not be visible ta Buyer or Buyers agents. ; . , ~ Declarations. To the best of Seller's knowledge, there is rio default, of any event which with the passage of time or notice, of both, would constitute @ default or breach.on the pert of Setler under any deciatation of easements and/or festrictive covenants affecting the Property, and, to the best of Sellers knowledge, there is no default, or claim of default, orany event which with the passage of lime or notice, or both, would constitute a defailt dr preach theraunder an the part of any ‘other party whose property is encumbered by or benefits from any declaration. : Hazardous Substances, To the best of Sellars knowledge (1) no "nazardous substances", as that ferm is defined in the- Comprehensive Environmental Response; Compensation, and Liability Act, and the tules-and reéguiations promulgated pursuant thereto, or any other pollutants, toxic materials, or contaminants have been: or shall prior to Closing be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on Property in violation of applicable law, (li) no underground storage tanks are located on the. Property or were located on the erty. and. subsequently removed or filled, (Hi) Property has not previously been usad 2s a. 926 station, cemetery, landfill, or as a dump for garbage or refuge, and (iv) Property has not previously been.and is nol currently listed’on the Florida Environmental Protection Division Hazardous Site Inventory. Seller has not received any notice. of demand from any ‘governmental or regulatory agency. or authority requiring Seller to remove any hazardous substances or contaminants or toxic materials from Pi No Assegsments. To tha best knowledge of Selter,-no. assessments (other than ad valorem faxes) have been miade ageinst Property Inat ere unpaid whether or not they have become lens. No Lens. Al contractors; subcontractors and other persone or entities furnishing work, labor, materials or supplies by or the in nce of Seller for Property have been paid in full and, other than routine ongoing charges pursuant to the Contracts, there are:no claims against the Property ¢ of Seller in connection therewith. : . - No Litigation, There aré no actions, suits, or proceedings pending or, to the best of Sefler’s knowledge, threatened by any- orga nN, Parson, individual, or governmental agency against Seller with respect to: Property or against Property, or with respect thereto, nor does Seller know of any basis for such action. Seller also has no knowledge of ‘any currently pending application tor changes in the zoning applicable to Property or any portion thereof. Page 1 of 2. ADMINISTRATIVE COMPLAINT, EXHIBIT #_f CAGE __ 7d _ OF — ! 5 pace 89 EXHIBIT. PAGE_O = 12. No Other Agreements Except fo the leases and contracts and the Fermiied Exceptions, hers are no leases, service 14.P V5. 16. 47. 48. WBCIS, , management agreament, itch sole eelepind ttn Neale ooo oral of written, that grant to any person whomsoever or. eny entity whatsoever an’ title, interest, pal ofl or any pan of Propet, wich wit any fights relating to the use, operation, management, anterance, oF rept of a or any par of Property, " sunave Ihe Closing or be binding upon Buyer, itis. Al accounts pablo it for ances, utilities ‘taxes, assessments, and payments due oF periods prior to the calendar month in which the closing occurs have been paldin full or ire. No person.or entity has it Or option to acquire Property or any portion thereof which Fess cxooution bored other then Buyer ay or any 3. Sellar has not bean notified that there are ay pending proceedings that could have 9 access between Property and adjacent public roads and, to the best of Seller's knowledge, ings are pending.or threatened. Serve Gontns Seller has provided Buyer with copies of all i existing equipment leases, service and.vendor contracts | relate to the operation, management, or maintenance of Pro reper y. All such contracts are in full force arid effect in. accordance with their respective provisions, and to Seller's ki ge, there is no default, or claim of default, or any event which with the passage of time or notice, or both, would conafituta a defaull on the part of any party to a any of such contracts. All such contracts. ae torminable without penalty ity oF obligation to pay any severance or simi liar compensation on RO mors. than 30 days’ notice. -Tax Returns, All property tax returns required to be filed by Beller | relating {6 Property under any Taw, ordinance, cute, feguiation, order or requirement of any governmental tal authority have be: truthfuby, correctly and timaly filed. Violations, Fo the best of Seller's knowledge, there:are no violations of law, municipal or caunty ordinances, building oF ther legal requirements with respect to Property, the impr ts. comply with all applicable legal applicable Zoning ordinances) with to the use, occupancy, and construction thereof: and requirements (including. . the conditions to the granting of the zoning of Property have been satisfied. Sellers initiate: Page 2 of 2 ADMINISTRATIVE COMPLAINT: EXHIBIT #1 css el OF EXHIBIT, 5 pace © b _ EXHIBIT“E” PURCHASE AND SALE AGREEMENT Agent / Real Estate Cormmission 2) Agent ktentified herein has performed valuable Real Estate services and isto be paid a commission of Thirty Thousand Dollars, ($30,000.00). The closing agent Is directed to pay the:commission of the Agent at closing out of the Seller's proceeds of the sais: 3) Seller agrees to pay Alanah Daly, Streetscape Real Estate (procuring agent), a realestate commission of Six Thousand, Seven Hundred Ooltars ($6,700.00) at closing. . epeAnitiats Sellers initiate ADMINISTRATIVE COMPLAINT. HIBIT 7 xn Ho eat pace 87 - race 53 April 06 AMENDMENT TO SALES CONTRACT Amendment #1 Subject Property: 2303 North Market Strect Jacksonville, Florida. Buyer, ACM Development Group, LLC assigns Purchase & Sate Agreement with a binding agreenient date of 13 hune 06. to. new: Buyer, Market Sureet Lofis, 11.0, who has read and: accepts the contract as written pevith any afd all changes, notices, and. 05 North Market Sweet LLC ADMINISTRATIVE COMPLAINT. EXHIBIT # PAGE OF EXHIBIT. PAGE. 8 13 April 06 AMENDMENT TO SALES CONTRACT Amendment #1 Subject Property: 2303 North Market Street Jacksonville, Florida Buyer, ACM Development Group, LLC assigns Purchase & Sale Agreement with a binding agreement date of 13 June 06, to new Buyer, Maiket Street Lofis, LLC, who has read and accepts the contract:as written with any and all changes, notices, ard 3303 North Market Street, LLC ADMINISTRATIVE COMPLAINT een ACY Cc ewer pace oe GO P s FT. ppMiNis.ieAy Wwe COMPLAIN G. 16 ___ OF EXHIB _EXHIBIT"E™ PURCHASE AND SALE AGREEMENT Agent / Real Estate Cammiasion 4) ay Salman, Agent represénting and signing for Purchaser in this transaction 's a Heensed and active Realtor in the State 2) Agent itentified herein has performed valuable Real Estate services and-is-to be paid a ‘commission of Thirty Thousand Dollars, Werecenia The closing agent is directed to pay the:commission of tha Agent at closing out of the Sefler’s 3) Seller agrees to pay Alanah Daly, Streetscape Real Estate (picouring agent), a realestate commission of Six Thousand, Seven Hundred Dotars ($6,700.00) at closin 1g. : Sellers initials ADMINISTRATIVE: COMPLAINT. EXHIBIT # PAGE __ J. OF re A. Sattlement Staternont +5 Laan Type Con. Uns. First American Title insurance Company d/b/a Advance Title Settlement Statement [* File Number 2032-1165235 7%. Laan Number “R Worigage insurance Case Number C. Mate: This kan is Suevidted 1b tive pias # aisle of achat soltiarvert cuts: Aracairte pie ts ariel by Ihe sexteriere agent ee Shawe, dumng marked YPOCT wem paid outside thie ckrsing: the are ebcaes ‘hero fr irtormaraeel purposes ane aru net incsurtat in eo total O"Wame of Borrower: Market Street Lofls, LLC 1610 Auneforde Drive, Marietta, GA 30068 Wamne of Seller: 2363 North Warket Sireat, LLC. 300 Enst State Streot Suite G Jacksonville, FL 32202 fame of Lender: Property Lacation: 2400 North Market Sirect, Jacksonville, FL 32202 ‘Séltiomenl Agent: First American Titis Inswanca Company dive Advance Talis Addreas: 4477 Logandary Drive, Sulte 101, Destin, FL 32541 Place of Settlement Address: 4477 Lagendary Drive, Suite 101, Destin, FL 32541 ‘Adjustments tos items paid by seller in advance 3, Gifiown taxes 40, Courty tas. wi Principal amourt of new bards) 203. Exlstng foania} taken sutject ‘Adjustments tor Bama uapald by setter ‘Adbastments for tees unpasd by sever Bi Ciintown taxes 1G. Gaytown exes 218, County texas S818 bo C4208 @S7317 Bohr ] Sit. County lanes G10106 to OU2B8 @$7317 6aye 212. Assessments. G42, Aseresments 513. 54. —_ ; 360,987.06 G00. Casir Al Seltiemer Tosrvom Sef a. Sree it ae Sle} 760,060.00 Ae. Leas ba senecmts ug 10 Getter chine S20) [308,907.08 | i ah Tor [ae 7 Sarr San WE THOU ra cn oH i TIO unds t.8 disbursed in accordance with this Catiimmnnt Annet: COMP LAINT. ater : y ADMINISTRATIVE OcT 3.0 2007 EXHIBIT on ae DRE REGION 3 equ a Oe BS ence 73 Jacksons ison cf Conwtikssean (iene 700) aes tO bows 701, $30,090.00 fa day Salina 702. $6.700.00 to Lifestyles Reston tkia Stuaizape Rew Estas 708. Commeasin pani at Settomamt 1108. Tale Srsurende ~ See supplemental papa tor braakiown of reivstudl feed and payeos: ides above dam seiriberse 1108. Landers coverage 50.00 THO. Chana covtraae SRO D0 Prebine SSETE OT TTT. Shippinyanding amin Service Fes - Frat Amancant Tala Yeurence Company dible Advance Title RECEIVED BH, ist. 1332, FRIES 134, ‘Supplersertal Seemmary 1400. Totat Settlement Chargos forier on fines 102, Section 3 and 502, Section K} AG EXHIBIT a 7 __ OF per pace FH OCT 3 9 2007 DRE REGI ON 3 Ja2kconvitle Supplemental Page - HUO-1 Settlement Statement First American Title insurance Company d/b/a Advance Title Settlement Statement Borrower Nema & Addeass: Market Street Lofts, LLC 1610 Asholorde Drive, Marietta, GA 90068 Seller Name & Address: 2403 North Market Sree, LLC. 390 East State Street Suite G Jacksonville, FL 32202 2 tat Sarartiony 8) Siete Documentary Traneder Tax - Clerk of the Crowt Court 361. Gree emount dus irom Borriwer (ie 120} 308. Leas amounts paid byficr Borrower line 225) 103. Cash &X From) { Yo) Barower 1 have cornfaly riviewed the HUD-t Settlement Stztereent and to thebestof ay knowledge and bellol itis a we and accurute statment ofa ntceiote 6nd distetuuttons naade on my aczcuri or by mein this transection, | further certify thet I have recelved 6 copy af the HUD-1 Settlement Statement. BUYER(S): ‘SELLERIS}: Market Street Lofts, LLC, a Georgia Limited 2303 North Market Street, L.L.C., a Florida Liabitity Company Limited Liability Company By: Samuel M. Easton, Jr., Managing Member Sitiman, Sole Member ADMINISTRATIVE COMPLAINT. RECEIVED EXHIBIT +p ——__—1 3 0 200/ : __ 7. OF ———-—DRE REGION 3 PAGE Jacksonville EXHIBIT Bm 44 -

Docket for Case No: 08-005638PL