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<br />WHEREAS, the Seller plans to develop the property described in Exhibit "B," <br />attached hereto and by this reference incorporated herein (the "Project"); and <br /> <br />WHEREAS, the Project will consist of 32,284 square feet of commercial retail/office <br />space on Lot 1. Therefore, the total road impact fees for the Project are $67,458.00; and <br /> <br />WHEREAS, the Purchase Price includes an allowance for the impact fee credits, <br />plus permit fee credits and credit for a partial donation of the balance of the value of the <br />Property. <br /> <br />NOW THEREFORE, the Purchaser and Seller agree as follows: <br /> <br />1. IncorDoration of Recitals. The Recitals set forth in this Agreement are <br />incorporated herein as if fully set forth below. <br /> <br />2. ProDertv. Subject to the terms and provisions hereof, Seller agrees to sell to <br />Purchaser, and Purchaser agrees to purchase from Seller, the Property located in <br />Seminole County, Florida, which is described on attached Exhibit "A", together with all <br />rights, title and interest of Seller, if any, in and to that portion of any and all roads, <br />easements, streets, and ways bounding the Property, and rights of ingress and egress. <br /> <br />3. Purchase Price/Costs/Consideration. <br /> <br />(A) Purchase Price. The Purchase Price of the Property shall be ONE <br />HUNDRED SEVENTY-TWO THOUSAND, FIVE HUNDRED FIFTY-EIGHT AND <br />00/100 DOLLARS ($172,558.00) (the "Purchase Price"). <br /> <br />(B) Adiustment of Eauities. It is the intent of the Parties that the relative <br />fair market value of the Property shall be approximately equal and equivalent to <br />ONE HUNDRED SEVENTY-TWO THOUSAND, FIVE HUNDRED FIFTY-EIGHT <br />AND 00/100 DOLLARS ($172,558.00), based on a written appraisal by an MAl. <br />appraiser, based on comparable sales utilizing accepted right-of-way appraisal <br />techniques. <br /> <br />(i) Based on the acceptance of the City of the written appraisal <br />showing the fair market value of the Property, dated July 24, <br />2006, the Seller shall receive road impact fee credits of SIXTY- <br />SEVEN THOUSAND, FOUR HUNDRED FIFTY-EIGHT AND <br />00/100 DOLLARS ($67,458.00), which credit may only be used <br />for road impact fees owed the City resulting from the <br />development of the Property described in Exhibit "B" attached <br />to this agreement. <br /> <br />(ii) The Seller shall receive site engineering permit fee credits in <br />the amount of THIRTEEN THOUSAND, ONE HUNDRED <br /> <br />2 <br />