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HomeMy WebLinkAboutExhibit-SUBASSIGNMENT AND ASSUMPTION OF CONTRACT Assignment: Exhl6i,+ 1 KNOW ALL MEN BY THESE PRESENTS, that RAQUEL WELLS, (hereinafter "Assignor") of Miami -Dade County, State of Florida, party of the first part, in consideration of the sum of Ten Dollars ($10.00) and other valuable considerations to her in hand paid by the CITY OF MIAMI, a Florida Municipal Corporation, of the County of Miami -Dade, State of Florida (hereinafter "Assignee"), party of the second part, at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted, bargained, sold, assigned, transferred and set over, and by these presents does grant, bargain, sell, assign, transfer and set over unto the Assignee, its successors and/or assigns, forever, that certain Commercial Contract dated December 1, 2009, as amended by Addendum x to Commercial Contract dated December 31, 2009, Second Addendum to Commercial Contract, dated ' o January 8, 2010 and Third Addendum to Commercial Contract, (hereinafter "Contract"), made by Z o -qRAQUEL WELLS AND/OR ASSIGNS, as Buyer, and IERI BRICKELL, LLC, as Seller, for the — 3 purchase and sale of the Commercial Property located at 1814 Brickell Avenue, Miami, Florida, situated zz in Miami -Dade County, State of Florida (hereinafter "Property") whose legal description is as follows: r0`n o n a a Lot 3, Block 1, IERI SUBDIVISION, according to the Plat thereof, as recorded in the Plat Book 164, Page 26, of the Public Records of Miami - r Dade County, Florida. z� ri z Assumption: The undersigned Assignee, hereby agrees to assume all rights and obligations of Assignor as set forth in that certain Commercial Contract dated December 1, 2009, as amended by Addendum to Commercial Contract dated December 31, 2009, Second Addendum to Commercial Contract, dated January 8, 2010 and Third Addendum to Commercial Contract, by and between Assignor and Seller referred to herein above, EXCEPT for the following: (1) The Assignee's purchase price under said Contract shall be Two Million Four Hundred Thirty -Seven Thousand Five Hundred Dollars and no/cents ($2,437,500.00). (2) The Assignee shall contribute an amount not to exceed Eight Thousand Five Hundred Dollars and no/100 cents ($8,500.00) towards the Assignor's attorney's fees. TO HAVE AND TO HOLD the same unto the said party of the second part, its successors and/or assigns forever. IN WITNESS WHEREOF, signed under seal this day of January, 2010. RAQUEL WELLS Buyer/Assignor CITY OF MIAMI Assignee By: Printed Name: 10- 0003- Eh b It— SUa Title: THIRD ADDENDUM TO COMMERCIAL CONTRACT This THIRD ADDENDUM TO COMMERCIAL CONTRACT shall amend and modify that certain Commercial Contract last dated December 1, 2009, as amended by Addendum to Commercial Contract dated December 31, 2009 and Second Addendum to Commercial Contract dated January 8, 2010, (collectively, the "Contract") by and between IERI BRICKELL, LLC, ("Seller"), and RAQUEL WELLS AND/OR ASSIGNS, ("Buyer"), in connection with the purchase and sale of that certain property located at 1814 Brickell Avenue, Miami, Florida, in Miami -Dade County (hereinafter "Property"). In the event of a conflict between the terms of the Contract, as amended, and the terms of this Third Addendum, the terms of this Third Addendurri Aall prevail. y Cr (1) Paragraph Two (2) under the Addendum to Commercial Contract dated December 31, 2009 shall be deleted in its entirety. v 3 (2) Buyer agrees to contribute an amount,not to exceed $ towards the C� z satisfaction of that certain Claim of Lien in favor of Archaeological and Historical _G Conservancy, Inc. (hereinafter "AHCI"), in the amount of $81,400.00, as recorded in the c r- z y Official Records Book 27014, Page: 2920, of the Public Records of Miami -Dade County, p z n Florida. cry r (3) Paragraph Two (2) under the 'Skond Addendum to Commercial Contract dated z January 8, 2010 shall be deleted iii its entirety. (4) Buyer agrees to contribute an amount not to exceed Twenty -Eight Thousand Four Hundred Dollars and no/100 cents ($28,400.00) towards the documentary stamps on the deed and surtax. (4) All of the terms and conditions of the Contract, as amended, not inconsistent herewith shall remain in full force and effect and the parties hereby ratify the same. AGREED AND ACCEPTED: SELLER: IERI BRICKELL, LLC BUYER: RAQUEL WELLS AND/OR ASSIGNS Printed Name: Raquel Wells ti a. Title: Dated: Dated: Jan 08 10 03:55p Zvonimir Beltranin, P.E. (305) 669-1073 P, t eo This SECOt ADDENDUM TO CONQII IERCIAL CONTRACT shall amend and n= modify that certain ommerdal Contract last dated Decembw 1, 2009, as amended by "Contrecel = 7r y Addendum to Conunor ial Contract dated December 31, 2009 (collectively, the made Mby0 by and between EM RICKELL, LLC, ("Sellee), and RAQUEL WELLS AND/OR ASSIGNS z CTuyer"), in comrec n with the purchase and sale of that certain property located at 1814 ', Brickell Avenue, lvh FL (the "Propertyi"). 41 Z Z In the event a conflict between the terms of the Contract and the terms of this o— Addendum, the terms f this Addendum shall prevail. p y �,, (1) The parti agree that the Purchase Price is hereby reduced to Two Million Six Hundred d Eighty Seven Thousand Five Hundred and no/100 (52,687,500.00) Dollars. to t" z(2) Buyer agre to pay the documemary stamps on the deed and surtax at closing. (3) All of the t and conditions of the Contract i3ot inconsistent herewith shall remain in fa11 for and effect and the parties hereby ratify the same. AGREED TO AND A SELLER MT J 13 BY Date: January -t, 10 xi7ta7o.1 Raquel Wbfts Date: January O , 2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL - BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ADDLNDIIM TO C014IIY0RCIAL CONTRACT This ADD&MUM TO CONMMCIAL CONTRACT shall amend and modify that certain Commercial Contcaet last dated December 1, 21)09 (the "Contract's made by and betwcen lEPJ BRICKSLL, LLC, ("Selleel, nod RAQUEL WELLS AMID/OR ASSIGNS (`Buyer'), in ccrrmectim with the pc=base and sale of that certain property located at 1814 Bric mll Avenue, Miami., FL (the "Property'). la the event of a conflict bctw= the trams of the Carat ict and the terms of this Addeadom, the tc= of &is Addend= shall prevail, (1) The parties agree tbal the Purchase Price is hereby reduced to Two Million Seven Hundred and Twenty Five Thousand ($2,725,000:00) Dollars_ (2) Buyer agrees to. accept title at closing subject to that certain Claim of lieu in favor of Archaeological and Historical Consearvancy, Inc ("AHM"), in the aruomrt of $81,400..00, recorded in Official Records Book 27014, Page 2920, of the Public Records of Miami -Dade County, Florida. The Bayer agrees to indrnnify, defend, - and hold harmless Seller with regard to said Claim of Tietz as well as a contract claim from AHQ which relates to such Claim of Lies, including costs and attorneys' fees. (3) The Real Estate Broker's commissioa (to be paid to Fortune International Realty) is to be educed to $50,000.00 or an amotmt higher, if agreeable to Seller. (4) All of the tetats and conditions of the Contract not inconsistent herr with shall remain m fall form aad effect and the pars hereby ratify the smn e AGREM TO A.N`D AC 7-PTM: SELLMU 1ERT BRTC B Date: Decembe---kL 2009 sUITIL- 1 r Commercial Contract FLORIDA ASSoCU4TTON Oe REALTORSO THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. v 1. PARTIES AND PROPERTY: RAORA - gni l s 90410E assigns MYe� r agrees to buy and IMU Rriakw? l LLC P 38fier j w agraes to sed the property d"=Nxd as: Spee# Address: 1814 arickell Avenue 4' Viand, 87, G LegalDasaipbomLot 3, Block 1, X= BMm=S=, PB 164, PC -26, Miami -Dada Co=t9', FL a• r and the tblwft Personal Property. x/1 s� s (ad colleaMly wlsnW to as the "Properly') on the tarm and corsditions set fodh below. 2 t $ 75, O 40 ia• 2 -'PURCHASE PRICE: $ IV (a) DepoahWd to escrow by poeenWml loseathal. B.aaco top] -aa 50; 000.00 12 rEsmaw Apmr) (deft aos &*d to adnat ead trial coboUm) 20.900 XV 30bh Are=*, Aaito ie' EsaowAgertt'saddresr600,.aveutara, FL333.20 Phase S3Q5)937-29100 w (b) Addlbonal depaO to be made to E=m A�entw)f da 2 days a�9.^ia S 50,000.00 epiration of Diligqence Period to (c) Additional depasfs to be roads to Esc ow AgentvMn days abr EffedM Data $ is, (d) Total financiQ (see P3ragr8ph 5) S Ir (e)- Offw S� is (t) Al deposits wW be credited to the purchase Price at dosing. Baimce to dose, sub)e—d. 2j�c IV to aquemarft grid proreffoas, to be paid wPh bcady dramm caa%.I*% or a1dal 20 dw(s)orwfretransfer_ �cptitU4r 3`•' 21 3. TIME FOR ACCEPTANCE, EFFECnVF_ MM CO�UTA �,Udm tisia signed by- Seller and Buyer qzsr and an exeouted copy delivered to au parties -on or before 2009 - _ , this offerwill be wiWrawitand the 23 Buyefs deposit, F any, will be rah+med. The dw for Aomptaws of any wmftr aft ws# be 3 days from Ors date the soturler 2a dither Is dallvared. The'ES`fective Date" of tarts Contract Is Me date on wtkh the Last one of the SelWr end Buyer has signed 2s or IrMaled and delivered this offer or tyre final countor offer. Calendar days Y& be Leen when cronlpacatg time perlads. except 20 time periods of 5 days or fess. Time periods of, 5 days or less will be coaplWd wfffwut indudirW Sabiday, Sunday, or natortal 27 legs( holidays. Any time period ending on a "Sehmday, Sunday, or national. legal holiday wig exiand unlit 5:00 pm. of the next 2a kWrwms day. rima is of the assance to ffds Contrast 20 4. CLOSING PATE AND LOCATION: **expi rata on of Tue Di 11 geace Period. w (a) Closing Dabs: This bwsadfon wg be dosed on 15 lose after ** (Cdasirig 13210) unleas spoome IIy S1 extended by oftw provisions of thW CcctrecL The Cloft Elate win pravad over ed other time periods includirrg, but not &mIted 22 to. Financing and Due Dritgenco periods. In the event kma2nos undarw fft Is suspended on Closing Date and Buyer is unable 33 to obtain mop" iner> woe, Buyer may postpone ¢losing up to 5 days Oiler the insurmwa undewriting suspension Is Ititsd. w (b) Location: CIwN old take place in Niagd-Dade County, Florida. (if left blank, as doslry Wit tale plana in the colony where the Pw&ty is located.) Closing may be conducted by mad or. efeatronic means. 3B' Buyer ) ( ) and WarVFtEEALT:OP:S* ) adawMvte as aV cf a orry of Ude papa, which Is Page i of 7 Papel. CC3 Rev 10109 02009 I'lodda All Rights Reserved C l�0 Ror 0dWRa=tb?l R= Tapia Tmnbeny Ome AVtaKM FL 33130. rhme:305.M.0300 Fir Xwy Rost WebpflEttt Pm&x*dwAAZ,pFinawbydrAvWx taCr9Pf!I wXftRad, Fwv.'r h) n4= wu.zVr&&= THiS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. st fL THIRD PARTY FKANCINO: sr BUYEiM OBUGAWL VAlidn >/ X days (5 days If lett blank) after Ike Date, Buyer W appy for third party financing in an sr amount not to wa•:eed % of the pwMase price or S , W t a ioOd lift rale not b exceed % W peryaw or whh an kgW vrarfaUo kdamst rade roti) w=ed %. with points or o=rJtmeaitor loan fees rot b ermeed % •1• of the principal amount, for a term of yeatrs,,and emori zed over yearn wfltr additru h terms as Wows; sr 4s Buyer vA limey p wRb any and all cmdk emptvymank ftmxW and otherkibmetton teasorw* requW by any lender. Breyer 446 trill use good faith and neasoriabla dl[fgetue fo () o[otaht Loan Approval within ,___,days (45 days f lett blank) from Hfedve Date 4s (Lm Appruyal Detail M salWy farms and coed tions of the Loan Approve(, and QW close the ban. Buyer wig Keep Seller and 4s lobar iWy irAwmed aW ban application SUM and authodzea the tomtege broker and tender to disclose all such in xrnasion 47 to 8oliar and BanisEr Buyer will rwt)fy Sailer fromedtateiy upon obtainingflnun&V or being rejected try a ]ender. 48 CANCEIA110 k If Buyor, after using good faith and wasomeble df laaw* faits to obtain Loan Approval by Loan Approval Date, 4r Buyer may wtlhb days (3 days ff fart blank) dWar w Keen nofkae to Seller sling Bayer etfiW wakes this financing se. contingency or cancels thils Contract If Buyer does nether, then Sellar may cancel this Contract by do&einp wrfftan notice sI to BqW at any We tawsdter. [mss this financing conlrgency hes been waived; ibis Contract shall narnafn subject Id the s2 &,d 9ad5ort, by dating, of ti►ose condNions of Loan Approval related b the Property. as DEPOSITS) (fpr purposes of Pamgmph 5 onyj: if Boyar has fined good felth and reasonable diggam exit does not obtain I�asrt e.4 Approval by Lean Approval Dah3 and f mKoaft r eMw party elects to cancel this C ontred as set forth above or -he lender felts or a5 rehrses iD Gose an or baba fire -(losing Data without fault on Buyers pari, die Deposlt(s) stray be returned b Buyer, wheraupon as boil parties wig be mWased lila► all Rather obWnons undw this Confrad, except for ob4wW= stated herein as awvMv the u y tecrnhnaeon of this Cordraet If nadher party elects to tsm*n Ear oris Contrail as sat forth above or Buyer falls th use good b t or as reasortable dfi gerim as aqt forth abov% Sellar will be editled to retain the Depoalt(s) if the'transecfuxr does not close. rr 6. TITIM Seiler has ilia legal capacity ib and trill convey rawto able tii<e to the Properly by ® slatuirny warranty deed W ❑outer , free of Dens, easements and ertaxnbrances of record or known IoSailer, ei but subject to property ♦mars for the year of ek&V; omAartan s, restrictions and public ufllity easements of record; existing Zoning ar and govetnme tai regutafions; and (Ilst any offer maths to vAilch title wdl be subject) ss 841 as provided filaria odsts at dDQV no violation of UIe fonegoing and nye of them prevents Stryers Intended use of the Property _ a ( SvY�r� („C ar (a) Evldetea of 781p: The party who pays ilia r Lha tille Irmranoa polky vi select to daft agent.and pay for es• U* M search and dosing services. Seller wilt, at (dteck one) [C Sellees [I Buyer's expense and W ttin 5 days © alter se, Ettecava-Oafs [] or pt least days before CRWV Mata dAerio Buy] er (diads one) v Q (L) a We ineimatca camntmedby a Fbrida ffwaed tttle insurer and, upon Buyar recordingtfie desd, an ommes pollay 71 In the emotnrt of"rtn se price for fee sIcnple ft o* fn exopSans stared th abom if Buyer is pa)ft fur e 72 evidence of ft Ifre and Seller teas an owner's poA ; SellervAl deftvrz a copyt o Buyr:r wMM 15 days dlBr Effective Date. 7a• WOO an absiractof fitfa, prepared or b"I-d cunud by an wdsft abstradfirhn orcarVied as conectbyan wMing firm 74 l-iornesmr, if suds an ebstracd is not evallable io Seger, then a prior owners title potty amiable to.the. proposed insurer as 75 a base for rebsuance of coverage may be' used. The prior potty will Include copies of all poflq exceptions and an update 7e. In a format arxeptabfe to Buyer from fie poky effective data and certified to Sayer or Buyer's dosing agattlogetirerwlh T1 eoples of all doc'urparb redW In the prior policy and in the update. If such an ebsfrad or prior policy Is not evalable to 79. Seller thert (L) above uAl be the evidence oft -de, 7e. (b) Title Examinattaw Buyar will, wither 15 days from reoulpt of ft evidence of'Erie deliver vAltien notice fo SeMar at No so dabs Tule will be deemed acceptsbfe to Buyer If (1) Buyer fails to delim proper notice of defects or (2) Buyer dewars proper sf• nvr)tten natice avid Scdler arras the defects Ndhirl Z5 days from mceiptof fine rro8ce (Vuratlue PWod`) If the daixts e. v ss cured wtft the Curative Period, closing will o= within 10 days from receipt by Buyer of notion of such curing. SeEfer may a3 Bled not to ars defectis ir Seiler reasonably bellaves any defect cannot be cured within ft Curative Period. If tits defeats ars s4 not aired within the Parafive Period, Buyer wfil haus 10 days from receipt of notica of Esallars irrat>�y to cure the defects to ubj 85 electwheitwlo temtiate tats Contrad or accept Me sect to wdstha defects and doss the transaction without reduction In ae purcitass price. a7 (c) Survey: (check applicable pmvisfons below) asp © Seflerva' watt 5 daysfrom 1f active Date, dWWr to Buyer copies of priorsurveys, plans, speciGcatfons, and W englntaerlrtg doorirttents, if any, a following documents relevant to this transaction ao• - , prepared forSeller or In Sellers Si' Buyer } ( ) and So[tQr ) ( ) artrnaarledge reoelptoi a copy of this page xfikh is Page 2 o177 Pages. Ccs ftev.10= 02= PaklaREALTORS* All Rights Reserved rv.d eryr rearat�tm.rtos4rtas. urcrosmaofa wet>spf�xr THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN r AT THE END OF THIS DOCUMENT. 02 potion, wfdch chow *0 cwsritiy exWrg stnschaes. In the avant this t+anaadion does not close, s8 d=vux is provided 93 by t3aliarwtA be returned tD WIlerwitlin 10 days fioto fid daft alis Contract Is tarrdnated. *** Due Diligence Period W Jj Buyer will. at[j Ssilar's © t3uyFr's a)psneaand wrhttthe as obtain a current ovrt$u3d survey of the Properly from a regislared surveyor. If the survey reveals euaaectrnents on the 9e• Property or that the hp%war wit encroach an to lands of another, D Buyer will accept the Property wilt eodsty 9r ertcroariiroe, ® such er>craedinienb vA consftft a fire dalkidto be cured wiloln the CwAve Period. as (d) Ingress and Egress: Soise marrailta that the Property presently loss kVress and egress* so 7. PROPFRN CONDrWhl: Seller W a deliver file Properly to Buyer at ttre time agreed In Its Newt Has le ovrxtf6Oa, or Bina y sus wear and tear excepted, and wig maintain Bre lendscapftp and grounds in a comparable cordon. Sager makes aro wwrantles 101 other then dm6mWblfcy of title. By amagilng the Prol mbl'as Is,' Buyer waNea all dakm against Salter for any defects in the 102 Pmperiy. rheck (a) or (b)) los' [](A) As ls: Buyer has Inspected tits Property or waives any deur b. htspect and a fibs_ 10 la us 'as !s' oondtlbn. 104' `� (b) Dun VINgancat Period: Buyer wM ef:8uysr's expense and tAlik r� days fmilb ���8D9Di is ('Oreo Meme IN Period"), daWmine•wtWIlW the Propertiris sulable, in Buyer's sale said absoliaW disae5on, for Buyees intended use and 1W dwaloptnent of the Properly as spedW In Paragraph B DurkV the Due Dtligeace Period Boyar may conduct any tssb, iW analyses, surveys end krves-hgaS ns clrtspediorts') wfddt Buyer deems »wry to dstsrmine to Buyer's A; I's the 1a9 Property's en*te ft. ardilleclixal, pn7pP1ft mrdng end zoning rP.strfotlons: tiood zone desUnallon and tog mons; subdtvislan regulallons; sots end Wade; wafabob of acres to public reads, taster; and other utlfd w corisidtarrcy 110 vft beef, state and reWonat Wowth nwiageawrit and mimpraltensim land use plm% wallablRy of ice. ! 111 approvals and tbenses; =nplance witlt American v M Msablli ies Act; abserice of ssb askr, sod and ground wiser 1tz corttmili of M and adw fa un that Buyer deems aptaoprlaie to detelrrrine the stgatift d the Rvpe* for Buyer's 113 . hdended use and devalopmetrt Brayer vols delver wd ten notice to Seller prior i0 the expiration of Qts nue Diligence Period 114 of Buysts daterminaboa of taBtWwr or slot fits Psoperty is acceptable. Buyer's fa ura to corirpty taint tats notice requirerrmnt 118 w0 conefftrie s=pbrtca of the Properly In'1fs present `as le condiim Salter grants to Buyer, its agents, mftcbrs and fie asstris, the right to enter the Property at any time du ft to Due l3ftenm Period for Ilte propose of cwKkm Drag inspection 117 provided. t10wava.r, fhat Buyer, Its Wnt4, contradDm and asdgra enter the Property and coridwA Ll' IS at Htelr MM 118 risk. Bayer will kWWemnfiy and hold Sailer ha n*w Rune losses, damages, costs, claims and w9enm of e -W naictce, 6xfudktg 119 attorneys' fees et alt revels, wd horn 11abOtir Warty pereon, euWV tram the conduct of any said all inspections or arty weak 120 aged fry Btsyger. Buyer wH not eroage In arty aawfty that could result in a•mad arild& ion beteg flied against Sts Pmperty 121 A%oA Seller's prior Writlen consent in then avo t this I ansac6on does not dow, (1) Buyer will repair e8 damegas to Sts tri Property resrJting from ft htspeeQons end return ffte Property to ft cordlion it was In priorb coculuct of the Inspections, said in M Buyer wA at Buyer's wpartse release to Seller Al reports and otfterwork generated as a result of the Mans. Should 124 Buyer delver firriely notice that the Prop" is not ecceptable, Seller agrees that Buyer's deposit will be irnrnediatety returned Im to Buyer and to Contract f w&ta(FA 126 (c)1Natk4hrough InspecSon: Buyer may, on ft day prior to daring or any other time mutually agreeable m the parties, 127 conduct a firsai "utak- thwuW stspection of the Properly to detarmne compkance with fits paragraph and to ensure fhat all 128 Puoperty, is on to premises. las 8. OPERATiONt OF PROPERTY DuR(N6 CONTRACT Ply: Sager will cantln us lo ope ate ftis Property and any business W ootxtrxAed on the Property in ft manner operated prim to Contract and wQ take no action that would adversely hapact the 131 Property. tenants, landew or business, tf any. Any changes, such as rardtrtg vacant Space, haat materially ailed the Pmperty or fs2' Buyer's intended use of the Propedywill be pem*i d* JM only with Buyer's conwit E] mixitA Sayles consent 133 9. CLOSING PROCMUM, 184 (a) Possession and Occupancy: Sell or v A deffverpossession and ocaoupanncy of floe Property to Buyer at dosing. SellerwR[ 18:4, provide keys, remote controls, and any semMyfacpm codas necessary fo operate all locks, mattboxes, and security systems tae (b) Costs: Buyer will pay buyer's atiomeW fees, lames and recordhtg fees on nates, mortgages end financing ststemsrds and 137 recordhrd fan for the deed Seller will pay settee's atiameye fees, farces on the deed and recording fees for documents needed tis to cure fife deleds. if Seller Is obligated to disdiaMe, any encumbrance at or prior to closing mid faits to do so. Buyer may use 1s9 purchase proceeds to safisfy the encumbran cee. - 140 (c) Documents: Seller will provide the deed; tyle of sale; mecdrank"s lien affidavit: originals of @rase asst nabls service and 141 mainterianca contracts thatvA be assumed by Buyer after the CWM Date and ieffers to each smvice contractor from Seller 142' Buyer ) (_)and Seller) (_) admMect a receipt ate copy of ftpage, which Is Page 3 of 7 Panes. CG -3 PWv. IWW 02009 FtoddsAssod i Panes.' LTORSD A9 Fights Reserved A"*cedM bytptedx 1sOrORim Wa Xm4 Pow. adiWt9= spm WcapfM THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 10 advk ft each of them of the sale of the Roparty arsd, Y Hpplfcebie, the treltefer of lis corttrect,. errs pity e>isignable rverrantles or u4 Quarartbees received or held by Seller from any manuladtaer, oorrtracrbor, acstreorstractar, ar malarial t.vppl6arat connectbn with 145 the Properly; current copies of the condw"um dbcwanta, ft applicable; anIgnamts of leases, updaind :eat w k termnt and 140 lender- estoppel letters. WsWrnlents of p units and Iloerues; corrediva insnmmlfs, and letbars notlfytag tatmnis of the dwQe w in ownelsiilpRentai r:gent.if arty-tenard refuses to wmcuta an estoppel letter, eager, vAl certify that irdormeson regardkv the im lanae lease is cones. it Sailer is a corporat ort, war viii debw a resrluffan of ffs Hoard of Dirednrs auftdzhrg the sale sea and delivery of the deed and cerlIkellon by The corporate Swatery cwftf ing the rawkdon. and sed ing forth fads shaft the 1m conveyance conforms to the requiremet is of locai lave. Smiler colli hsnsw security deposits m Buyer. Buyer will provide the i5f dosing stalmnult, martgnes and notes, semrW agmeernents, and keening statwents. I= (d) Taxes and Prorrdlons: Real setates trams, pareonal property taxes an arty tangible personal property, bond payments tai assumed by Buyer, interest, rents, assoraaft dues, insurance premiums aceeptaWa lo BW, arni operattrrg ashes wi f be Im prorated though lits day bek a closing. If the amount of taxes fur the current yaet cannot be awned, tabes for fire previous 155 year coil be used v�tfh due edawance ireing made for Improvwa is and waamptions. Ary tax proration based on an estimate las vAl, at request of eithar party, be readjusted aper reoelpf of ouaent year's face W this provision vete survive closing. lar (e) Special Assessment Us= Cabled, cotssanad, and m arko special ssseesrnent Ileus as of firs a laft Data coil be paid 15a by Seller. if a cerMled, awwmed, or rafAied Special assessment is payable in lnsWIfin ds, Sailer mg pay all tnsbarnusts due 159 and payable on or before fhro C1osing Data„ v146t any installed for any period edendarg beyu rW tide C3mdr4 Date proa'ahed, fe0 end Buyer will assume All installments fitat.bowme due and payable after the Caoring Dale. Breyer yA be iesponsrbie ear all set awasenrents of any idnd whit!! become due and awning after Closing Dade, urdess an improvement is adzitanfl*compieled as 1st of absing Dela. Iran Impnoveatent is ubstamtlelly oasnpieted as of the C dreg Dale but has not married is a lien before dosira,[j, tae Seiler Will pay the srnount of the last estfrmaie of the assessment. tar (t) Foreign krvesfinenf In Steal Property Tarr Aft TRPTQ: If Seller Is &"for+eign person` as defined by RRPTA, Seiler and 1e5 Buyer agree to snmpiy with Sectiort 1445 of the Iniernal Revenue Code. Seger and Boyar YA cormlete, axmc uw, and delhrer las as directed arty hssirument, sf9idarK or statement reasonably neDnsary to comply w9h the FiRPTA requirements. uxkx ng is7 delivery of (heir respective federal ta);%mr ideallficaWn numbers or Soda) Security Numbers tD the clostty agent. if Bayer use does not pay sufficient cash of closing fo meet f is v dlhhotding regrusement Seger vA daltver to Buyer at cbft the additional fes cast necessary to seSstyft tequiremenL 170 10. ESCROW AHEM': Sailer and Buyer a d=lza E=v%wAgent (Apnq b re,mve, deposit, and hold fronts and ottms property tet in escrow and. atbjset to coilection. d1*15urce them in accadanee with the terms of (itis Contract. The parties agree that Agent in WU not be Uabie fa arty person for misdelf✓ery of escrowed lams fo Setter or Buyer. unless the misdallwy is due iA Agerafa wM ir3 breads of ills Chad or gross rAVIlgence. IF Agent has doubt as to Agerft duties or ablgatbas undue this Cbniract; Agent nfay. 174 at Agent's opifon, (a) hold the escrowed +bums unlit the parties mutualiy now lo Is dbbuwnerd or tut@ a count of cement t75 Jurisldibn or arbitrator detarrnfnes ft rights of flys parses or (b) deposit the esofowed [terns v4 fr the clerk of the wurf having tie jur� aver the matter and file an actIon In interpleader. Upon noftfping ftoa patties of such action, Agent will be released from in ail llabilty except for the darty to account for Bears previously delivered out of escrow. V Agent is a licensed real eahafe•broter. 178 Agent will comply *0 Chapter 475, F wkis Statutes. In any suit In which Agwd idelpleads the esmcvwad #erns or is made a party Ire because of acting as Agent hereu ider, Agent coli recover reasonable afborneys fees end costs Incurred; wiflr t5essarmonts to be tet pald from and out of the escrowed Nems and diarged and awded as cowl costs In favor of the pn %!Aft party. let 11. CURE PERIOD: prior to, any claim for default being made, a party wM have an opporfunity.to cure any alleged default. if ase a party fails to comply vvifXt any pmvtslon of ills Contract; the other party wil deliver wriaw r roe to Cis not! -comply N party 1e9• sptrdfyfng ft lien-tfianca The rrotrgrnply{ng pariywl9 have days (8 days if left blank) arffer deifverj+of such notice to 184 title the non complier . fes 12 RETURN OF DFPOSIT:.Unlesa ofirerwise epwrmd In the Contrail. In ft event any condU"ian of this Cordraot Is not met tae and Buyer Iran timely given arty required notice regarding tfre condNlon heft not been met. Buyesr's deposit Will be returned In ta7 accordance with applicable Flbrlde laws and regulations. lee 13. DEFAULT. In (a) in the event the sale Is not closed due to any defeat( or failure on the part of Seller other than (allure to make the, Iftie neo marketable after Moerlt afforf, Buyer may ,Bier (t) reoeive a refund of Buyers depoWs) or (2) seek spadfro performance. If 101 Buyer elects a deposit refund. Setlervrill be Gable to Broicerforthe full amount of the brokerage fee. 192 (b) in the event the We Is not closed dus to any default or farUe ori the part of Buyer, Seller niay either (1) retain ell dasosl*) 193 paid or agreed to be paid by Breyer as agreed upon 9quldstad darrrages, constderalion for $te-exeoluffon of this Cann t, and 1w MWr7w-.--) ( ) and sell J L_) a*w%iedge receipt of a copy of this peau, vdridl Is Page 4 of 7 Payer. CC.3 Rev. 1QW 020M Florida of REALTORS® AG mgtds Reserved Pm6Awwd amssyasptwec 1ao7oFrom re.rm.d,Fnww.)Aww*taax yw&AcX— = wahpf= THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. las in fell settlement of any cle lam upon which this Contr will ianninate or M seek specific perforarartce. if So Der retalne the to deposk Seller will pay the Brokers named In Paragraph 20 fifty percent of ail fbrkd sd deposits ralatrted by Sellar (to be spit W agoaly among the Brokers) up to the full amount of the brokerage fee. in 14 ATTORNEY'S FEES AND COSTS: In any claim or controversy arfAlrtg out of or renting to this Contact the p vrAng party, un v4dch for purpo,9es of this prmWDn will Indude Buyer. Seller and Broker, trriB be awarded reasonable attorwW fess, costs, and 200 e89trrtsas M1 15. NOTICES. All notices will be In w itMy and may be delivered by mail, pamonal dellvery, or eWcbwJc means. Parties agree 10 toe send ail nol es to addresses filed at the a(gnahtre pege(s). Any race, docurnert. or fiem given by or delivered to an aaxray cos orMW estate Acensee gnaluding a transatdlon broker) rePreseniinKt a partyw3 be as effecfrva as if gtvere byotdetl wad to.fhat party. W4 16. DISCLOSURES: Jos (a) Convnerclat Raaf Erta% Sales Corrtmteslon Lion Act The Fbrida Commercial Real Estate Sales Commission Lien Act 206 provides f)at when a broker has earned a oor mission by petrforra ft licensed servlbas under a brokerage ag ement rrrlih M 2V the broker may cfakn alien against your net safes proceeds for the bockats cxinvnlsslcm The brnbafs ran rights under the act ata cannot be waived before the cxanrnission 1s earned. 2W (b) Special Assessment Lien imposed by Pabilc Body, The Propsrfy may bs subject to unpaid special awAssuient Ren(s) eco kiposed by a prfine body. (A public body Includes a C.ptnrnurtily Development District.) Such liens, If any, shaft be paid as set 2f t Jx1h in Paagraph 9.(4 2u (e) Radon Gas: Radon Is a nakxWIyoecutrfog tacioxcgwa gas fist, When R has acm m Wed fi a boot to suftident gualftes, 213 may present health risks to persons Who are acposed b R over' lime. Levels of radon that exceed federal and state guidelines 214 have been bard In buEMSin Fbdda. Asidttlonal kifiorma5on maarft racbn and radon testing may be obtained from your 215 county pubic haaftlt writ. rte A Energy-Elfieiancy hating Information: Buyer acknowladges raoaipt of the information brochure required by Section zn 553.896, Fbdda Slatutes. 213 17. RISK OF LOSS: 219 (a) iF. after Bre M dfv Date end before dosing. fie Property is dumaged by fire or ober cam mlty, Sailer will freer' the rids of 220 toss and Buyer may caocei this tont ad wigmt nabllriy and the deposgs}wl>f be retrained to Buyer. AltemsWely, Bayer Will 22t have the opfwn of parol irk the Property at the geed upon pw t=&jxres end Sauer w$1 trander to Buywr at closing any 222 Insurance prvoe eds, or Salle es ebalm to any Insurance pmceeds payabbe far the damage. Saner will cooperage wftlt and Assist zze Buyer In coneadlrtg anysuch proceeds. 224 (b) if, after Lha tacdve Dale and before dosing, any par(oithe Property is taken Irr condemnation orunder(he righ>taf eminent 225 dornatn, or proceedings for such Wit win be pend xi -or thteabaned. Buyar may cancel this C.onud WIllm t Habffw and tfle 220 deposit(s) will be refraned to Buyer. Alternaffvely, &ryar will have flte option of purchasing what Is left of the Property at the m agreed upon purchase price and Saner will transfer fa the Buyer at dosing the procDeds of laity award, or Smelts daka to any 22et award payable for the tandng. Seller will coopwds vrtth and assist Buyer In cDkzd g any such award. zw 1ft. ASSIGNAS LITY; PERSONS BOUND: This Contract maybe assigned to a nafaiad errllty: and otherwise [I Is not e3ssigrrade ear Q is assignable. Thea tarrrrs'Buryear,• `S9Uer' and 'Broker` may be singular or plural. This Contract ha binding upon Buyer, Sager est and their befra, personal represerttoUves, successors and assigns (ifassWrimentler parmnted). 2s2 19. MISCELLANEOUS: The terme of tills Contract eartsMuto the erfirs agreement between Buyur and Serliar: Mod6callons of 289 this Contract will not be b5ncling uniess in writing, signed and delivered by the party fo be bound. *rAlures, Inlgals, documents las rebranced !n Rtla C:ontacf, counterparts and vuiftp modifloations cornmMkxted eiecb cstly or on paper Will• be agceplable ms for all purposes, hckk tg chime and will be binft. HsadwriE -n or type wrlten feints hser(ed in or afteched b tfds Contract uta prevail over prepftad terms. If any provision of this contract is or becomes kwalld or unertf0r0e8bla, ail ramahting provisions will 257 confirwe In be fufy effective. This Contractwill be oonstrued under Fiorlda law and will not be recorded in ary public records. Zr Buyer (�) (_)and Bailor ) ( ) edmamedge receipt of a copy of Hula page, which Is Pape 5 ofT Pages. C" Rev.9W09 02009 floor a REALTORS AIRPgItlsRes-xvad Pm >v eC 2ipram0 rrrri z 11WO Moen Isle Pao raw, afaeqm � Nelle gfl&31 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2W 20. BROKERS; NeWw Salyer nor Buyer fres used the servlaec ot; or for any ottrer reason owes comper=tbn to. a kDansad real aro � Broker olteerthan: 841• (a) Seller8 Broker; ft'rti na Tnt rn ttm=1 &anyty >rabiaa DaryA&-Dtng , ate fAenY Name) p loansee) M.9• 814 , NZ tis who M Is 13 d'* W - A0 tsatransacfiwWoxs 0 hssnobr aregetalatlomWpa dwhowillbecornpensatedby �Q Sellar 216' 0 Buyer ❑ both ParSeS pursuant 10 JR a 111ft aereernartt ®oUW(specify) 2 80.0019 acr -4,Y ata• (b) Buyses; Brokar Fn 4TVNE i w 7 Ert nhnT7 rsnrA L P- 541-rY 240 (Compww NW* 4 xe ) 2m, 261 Gam, T64bone, mac, e4nal) 2fir who W IsasingleagentQ 6atr2ncaofJwb aker[] has nobrokerageralailonshipandrfovnUbeoompensafedby ❑ 8"s 25r Broker Q Seller j] Buyer ❑ bods parties pursuanf to ❑ an LtLS offer of rsatioti D ostler ("CM 254• zas (coked * reiearad io as 'Brokao In connection vaih any act netatiq to the Ptoyedy, bonding but not tattitar) b irgUdes, zx kfrorktrAorts, eonsWtairats, and negofa&m rasa ti V Ir 4t1s frareadion. Seller and Buyer agree to frrderr>rdfy and hold ifra)ar mr ham*= &Orr and agalrGtt losses. damages, costs and vWenses of any Idr4 fncluciirtg reasondUe atksmays' fees at aB fevats, va and from EablilLy to any person arising from (1) cornpansatimn claimed wNch is inconsfatont with the represerAoSon ih fl* 2a; Patagtaph, (Y) enkrcanxa acdkkv to collect a brokerage fee pursuard to Paragraph 14 (3) any duty accepted by Smker at the zw requt3st of Seller or Buyer. which Is baywd the amps of aer Am regulafed by Chapter 475, Fkrida Statutes, as amarAA or (4) 261 recomme xhliarrs of or services prvrrkfed and aVenses k=rvad by astir third party whom Broker refers, re=nrrwKis, or reta6rs 2m for of on behati of Seiler or Buyer. 2n 21, WMONAL CLAUSES: {Check If anyof the IbIbw)rQ clauses are apokaWe and are attached as an adder4m m this Contract): 2WaQ Aftraffcn Q seller warranty ❑ E*+s mortaege les ❑ Section 1031 Evhange [j OwsW C.orWztn Wn Control Line j� BuyeesAEtamayApproval or Ptbperby k LVection and Repair Flood Area HmardZone [� SellMLAft=yApprova) 2W war Relrresernatiors RSe@er Financing often asa 22. ADDMONALTERMs: les• znr 271• zrr zr1r zrt• 275' 27r zit' zw m TMS IS INTENDED TO BE A LEGALLY BINDING CONTRACT, 1F NOT FULLY UNDERSTOOD, SEEK THE ADVICE sac OF AN ATTORNEY PRIOR TO SIGNING; BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND 2211 REPRFSENTATKM THAT ARE IMPORTANT To THEN AND TO CONSULT AN APPROPRIATE PROFESSIONAL 2R2 FOR LEGAL ADVICE (FOR EXMPLE, W0 PRETING CONTRACTS, DETEMINING THE EFFECT OF LAWS ON 21x4 THE PROPERTY AND TRANSACTION, STATUS OF TnIA FOREIGN INVESTOR REPORTING REQUIREMENTS, tea ETC.)• AND FOR TAX, PROPERTY CONDMON, EWRONMENTAL AND OTHER ADVICE. BUYER ACKNOWLEDGES ass TIiAT BROILER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR Zee OTHERWISE) BY BROKER ARE BASED ON SEDER REFMSENTATIONS OR PUBLJC IECOMS UNLESS BROKER 267 INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON WI/EP, les PROFESSIONAL INSPECTORS AND GOVERNMENTAL. AGENMS FOR VEMFICATION OF T14E PROPOM CONDITION, les SQUAR9 FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE 2W Baylor (' ) ( 411affiby ackrrdwtedge repaipt of a cwpy a(Q1fs gape, vA1kf1 kPapa B of 7 Pages CG3 Rev.1t1/08 0 2UOD Floridat1 TORS®M RIp115a Resered PAXbL0& 1117A r1llW We ftA flaw,, Fids pm 4b= ,MI,�,.= walls yf um THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2z Each person dgnfnp this Contract on behalf of a party drat Is a business enffiy reprwaft end warrents lo fie other party Md 2a2 such s1gw1 y has full pouter and aul wft b erner Udo and psrb n W Gbr sc t in abeNft' oe with Ra corms and each person m. sant Abg thts C wr4ad and -other domwrds. m bohalf of such party has been duty ButhO kW to do so. 2W Date: a r %slob 20 of r) los' 1&gmol_ Wells snd/ov Assigns Tax DNo.: 'V7 or Ponbo Name ot Buyer) 2W Tltie: TelepF=L- 2W Date., sro a R Beryer am Tax ID No.: 302 (Typed cr Printed hlaf of Buyer) mr Tft Telephone: sor Buyer's Address for purpose of notice: �icokm.o LC ao9 V Wad of prumd W ot saffQ4 sio• Title: E-mail: fats: Tac ID go.: Tetepho= 311 Data arz of SoFo "r Tax ID Na.: sra (Typed or Printed Name of Seller) sw TWe: Telephone: w- Salter's Address for Judi pose of ooQce: air Faca3mlle: E-mail: Tho F bdda Amwdoft of FMA=Rso makaa w repsaartWom as to to WW %W* ar fido*nW orwy pvhd-1 of Uds form rn wY Waac b—a=GxL 7bta atarrdardhed bm ahwk rat bs rraed in o=oa 4aneodrs or erldt aortahs dors or add AM Ttds brm Is raft* for vaa by ba wOm caul edi& kAuciry and It not Lnteadad.5b Iderdiy 8» uwr sa a REALTUS. RFALTOR® Is ra ragWwad aolbdtve msnbmaNp mark which malr be used aWby real estate dxrmasxtro mmvww6wdf XKnCMLASSOCtA1TIONOFFMALTORS®ard*ft subsodbebfscodacfEb= 7rr apgtybtbwa offt Unftd S CJ? US, Coda) forbid the tw V -1=d repWUAon of fffs farm by rrymw= exioSrp tacdrNb a mtRaAer and g+a' Buyer. (�) ( ) and $ailer ( ) ac aAiedga mmtpt of a wpy of this page, w.Ych is Page 7 of 7 Pages. CC -3 tZev.10W 04009 Florida a �To All Rights Reserved P=h=- dv t w0 y7?�F0=nWRsa4F=ar.Udslpmaea26 ffl5=,*,m„ Welispfou 1 SUBSTITUTED Exhibit 1 ASSIGNMENT AND ASSUMPTION OF CONTRACT Assignment: OW ALL MEN BY THESE PRESENTS. -that RAQUEL WELLS, (hereinafter "Assignor") of Miami- ade County, State of Florida, party of the first part, in consideration of the sum of Ten Dollars ($1 . 0) and other valuable considerations to her in hand paid by the CITY OF MIAMI, a Florida Munici Corporation, of the County of Miami -Dade, State of Florida (hereinafter "Assignee"), parry of the secon art, at or before the ensealing` and delivery of these presents, the receipt whereof is hereby acknowledg has granted, bargained, sold, .assigned, transferred and set over, and by these presents does grant, b am, sell, assign, transfer and set over unto the Assignee, its successors and/or assigns, forever, that ce Commercial Contract dated December 1, 2009, as amended by Addendum to Commercial Contract da d December 31, 2009, Second Addendum to Commercial Contract, dated January 8, 2010 and Third dendum to Commercial Contract, (hereinafter "Contract"), made by RAQUEL WELLS AND/OR SIGNS, as Buyer, and IERI BRICKELL, LLC, as Seller, for the purchase and sale of the Commerci Property located at 1814 Brickell Avenue, Miami, Florida, situated in Miami -Dade County, State of Flori (hereinafter "Property") whose legal description is as follows: IERI SUBDIVISION PB X4-26 T, W i 0 LOT 3 BLK 1 LOT SIZE 35500 SF FAU 01-4139-001-2110 N 22505-4544 07/2004 2 (3) Assumption: The undersigned Assignee, hereby agrees tdsume all rights and obligations of Assignor as set forth in that certain Commercial Contract dated De be 1\Addend 2009as amended by Addendum to Commercial Contract dated December 31, 2009, Secoto Commercial Contract, dated January 8, 2010 and Third Addendum to Commercial between Assignor and Seller referred to herein above, EXCEPT that the Assignee's•der said Contract shall be Two Million Four Hundred Thirty -Seven Thousanred Dollars and no/cents ($2,437,500.00). TO HAVE AND TO HOLD the same unto the sacond part, its successors and/or assigns forever. IN WITNESS WHEREOF, signed under seal this day of Janualk, 2010. RAQUEL WELLS Buyer/Assignor CITY OF MIAMI Assignee By: Printed Name: Title: SUBSTITUTED THIRD ADDENDUM TO COMMERCIAL CONTRACT This THIRD ADDENDUM TO COMMERCIAL CONTRACT shall amend and modify that certain ommercial Contract last dated December 1, 2009, as amended by Addendum to Commercial Contract ted December 31, 2009 and Second Addendum to Commercial Contract dated January 8, 2010, (col tively, the "Contract") by and between IERI BRICKELL, LLC, ("Seller"), and RAQUEL LS AND/OR ASSIGNS, ("Buyers'), in connection with the purchase and sale of that certain property cated at 1814 Brickell Avenue, Miami, Florida, in Miami -Dade County (hereinafter "Property"). In the event of Nonflict between the terms of the Contract, as amended, and the terms of this Third Addendum, the to of this Third Addendum.shall prevail. (1) Paragraph Two ) under the Addendum to Commercial Contract dated December 31, 2009 shall be Bele in its entirety. (2) Buyer agrees to contriNo an amount,not to exceed $ towards the satisfaction of that certa Claim of Lien in favor of Archaeological and Historical Conservancy, Inc. (herein "AHCI" ), in the amount of $81,400.00, as recorded in the Official Records Book 27014, ge.2920, of the Public Records of Miami -Dade County, Florida. (3) Paragraph Two (2) under the. SdNd Addendum to Commercial Contract dated January 8, 2010 shall be deleted iir its enXety. (4) Buyer agrees to contribute an amount noo exceed Twenty -Eight Thousand Four Hundred Dollars and no/100 cents ($28,400.00\asnded, e documentary stamps on the deed and surtax. (4) All of the terms and conditions of the CI. ontranot inconsistent herewith shall remain in full force and effect end the parttify the same. AGREED AND ACCEPTED: SELLER: IERI BRICKELL, LLC BUYER: RAQUEL WELLS ANDVR ASSIGNS Printed Name: Raquel Wells Title: Y Dated: Dated: Jan 08 10 03:55p SUBSTITUTED Zvonimir Bel/ranin, P.E. (305) 669-1073 P.1 This SECO ADDENDUM TO COMMERCIAL CONTRACT shall amend and m * that certainer iaommercial Contract Iasi dated December 1, 2009, as amended by Add um to Cormnl Contract dated Deoember31, 2009 (collectively, the "Contract") made by and tween IM RICKELL, LLC, ('Selle ), and RAQUEL WELLS AND/OR ASSIGNS (`Tu . cormec n with the purchase and sale of that certain property located at 1814 Brickell Av ue, Mi ', FL (the " Propperty"). In the e t a conflict between the terms of the Contract and the terms of this Addendum; the f this Addendum shall prevail. (1) The parti ee that the Purchase Price is hereby reduced to Two Million Six Hundred gbty Seven Thousand Five Hundred and no,'100 (52,687,500.00) Dollars. (2) Buyer agre to pay a documentary stamps on the deed and surtax at closing. (3) All of the t and co 'tions of the Contract not inconsistent herewith shAl remain in full for and effect an parties bereby ratify the same. AGREED TO AND A CEPTED: SELLER BUYER: MM B By:/ Raquelis Date: January 10 Date: Jan J 2010 K 171470. 1 - - --r SUBSTITUTED APIXENDUM TO COMML'KCIAL CONTRACT r This ADDEZDUM TO COMMERCIAL CONTRACT shall amend and modify that ccctaiu rcW Contract last dated Deccuiber 1, 2009 (the "Contract") made by and betwcen IERJ KI, LLC, ("Seller'), and RAQUEL WELLS AND/OR ASSIGNS (`Buyer'), in cormectim with :law and sale of that certain property located at 1814 Brickell Avenue, Miami., FL (the event of a cauf]ict between the ta= of the Contract and the terms of this Addenclum, the toss of eadum shall prevail. (1). The w agree that the Purchaw Price is hereby reduced to Two Million Seven ,Hun aid Twenty rive Thousand ($2,725,000:00) Dollars_ (2) Buyer to. accept title at closing subject to that certain Claim of Lien in fat or of Archaeologi and ITistorical Conservancy, Inc. ("AHCr'), m the amount of $51,400..00, rded in Oficial Records Book 27014, Page 2920, of the Public Retards of M' '-Dade County, Florida. Tho Bayer agrees to indemnify, defend, and. hold hatadew Her with regard to said Claim of Licaas well as a cartiract claim from A13Q which re to such Claim of Lien, including costs and attomeys.' fees. (3) The Real Estate Broker's oa (to be, paid to Fortune Iuteruatioual Realty) is to be reduced to $60,000.00 an amount higher, if agreeable to Seller. (4) AU of the temts and conditions in fill farm and effect and the r AGREM TO AND ACC EP TED- SEI.E,ER ?ERI ERIC B Date: Decernbe L 2009 Contract wt inconsi<stcat herewith shall remain hereby ratify the same. Date: Deeerabez. SUBSTITUTED f Cammerdat contract FLORIDA ASSOCK11ON of REALTorisa r t•PAK= ASID PROPERTY: AM4- — walls na�,[or assigns ("Buyer') r to byand Issi Brickall, TzLC Mellon w epraesidliled the property described am Street Address: to Hrick6ll ltv—e 4. Wiami, g\L 1 s*!!. ": I .tea"• '26. Miami -Dada Caanty, FL T and the fol> whVProperty Jul s• QGIWA s (all coflectively referred to as Ut on the farms and c oadfi= set forth below, 2 t $ 75, O DO to• 2 " PURCHASE PRICE: it• 00 Deposltheid in escww by gosentba2 Rosaut:ria7. Masao Kaplan S 50j.000. DO 12 (•' . AQen�i {cfiedat ace Butt to adnet and Ocml ) 20900 30 l is is' EwrowAgw address' 600 . llv t4• (b) Add JorW depo9R to be toads to Esom to (c) AddUtanal deposti to be made to Escrow is• (d) Total finandV (see Paragrtph 5) Offw Phone~ ,tlo8)937-207100 2 days mu?bfa-> on of WIi qOMe Period days ager E{fsWw Date ra (t) Ali deposb will be aediled to the purcftase price at IV b e4ustrnemis and prarationg. tp be paid whit focally w c1mck(s) or wire transfer. $ 50,000.04 S S S 8akn;e to ckm% subject, 2j c . . a. olotll -.ern nnA AA Ik.cpm6er 3`- 71'3. TWE FOR ACCEF WCE. EFFEGM =14 COWUT/k Unwas ft slowd by Seller and Buyer 2e said an exemAad copy dwkered ib alt partlss'on or before , 2005 , thls offerw2l be wffWrawrt and Uta 23 Buyer's deposff, F any, will be renamed The time for rice of any oftWM ire 3 days from the' dale Ili* courtier x1 offer Is dallversi no'Effecave Data" of eng Cadfraet 6a tris data on tr:-h last ons of the Selior and Buyer has t lgn*d 25 ar Inftlod and delivered thfs offer or Ste final couttfar offer. Caterxfar used when c ompufatg ttme periods. txcepf 2e 11M periods of 5 days or les3. The periods of.5 days or less wW be =nputsd td lntixfing Salad y, 5mW. or national v legal hotkiay& Any this period endkD on a SWxday, Sunday, or natixtal legal boll will sxland Isnot &00 pm of the next as bLwIn aas day. Torte Is of the *"once In Ws Contract az 4. CLOSING PATH AND LOCATION: **expi rat1 o lie Di l i garlce ' P"i od . w (a) Cloaing Date: This ftwsaolion wlll be dosed on 15 4M after ** osing Date) [rulers spwEc * 31 extended by oflw provlsbns of this. Contract. The Closing Date wM prevail over all other tima InrWng, but not limited sz to, Flrrartcirtg and Due Oiflgenca periods. in the event itwurattoe undensait>ng fs suspended on pmts and Brgrer is unable 33 to obtain property Mourattce, Buyer may postpone Fbsmg up to 6 days after the Insurmwe uric erwrid ansion is lifte& w (t) location: C bsbng will take place in biiayd-Dade CouNoaf7 f len_ blank, 35 dashg wilt take place to the courtly where ft Prop'etty is located.) Closing may be conducted by nra4 aans 3B' 9uyer) { ) and Seller ) { ) adalvwiedga ceoeipt a copy of fhls papa, wFddt Is es. CC3 Rau 10lp9 02009 Fbrl3s AmdWof RFIV.TOGC9® All Riphis RtAaerved IN, 121 RoscQfWAoseatbal FJ= Kvbn Iurnbaw OnoAvmbtto,FL 33130 , Fh=3W3n,03W AM xwY $ren T PM&"W OilATipFo by Z1Pd taW RUM Mia Bud. rW,14. &Sft*n 4eM yyaer 4* e SUBSTITUTED sf 6 'THIRD PARTYFWANCMG: ss• BUYER'S COUdATiM Mthln >3 g drys (5 days If left blank) after fie Dabs, Buyar will apply for third party financing in an tie• amount not b exMad % of the pwMase pdw or S , with a fixed Interest nate not b exomd % 40• peryesr or with an Irli'u vaitaws Irdarea nae notlo w=ed %. with points or contl *nerdoc banfees not to ermeed % • of the piindpet amount, for a term of yearr,,and amortized over years wM additional terms as kUows: 43 wm *wly provide any and ali credit employrnenC tnandai and other Inform>abn reasonably required by any lender. Buyer 44' good faith and reasonable diffwn a to 0) obtain Loan Approval tarVdn days (45 days F left blank) from 8fec " Date 45 !]eta). (d) %a * tests and conuriliorrs of the inert Approval, and p10 cbse to ban. Buyer will keep Seiler and 46 �r k t Teed about ban application s6 tis and authorizes to mortgage broker and fender to dLsdm tiff such Infaandon 47 to Sonar Broker. i3lryufr will nWy Seller lromedtitefy upon obteirdng fironcing or being rojectnd by a lender. 4s CAN It 9 Buyer, after tieing good faith alit reasonable dtffgarok felts b obtain Lose Appruvai by Loan Approval Data, 44' Buyer may disys (s days ff left blank) deliver rrrftfen nollm fa Setlm:r staffing Binger either wakes fi!s financing 50 corfte&xy or oeb tits Contract If Buyer dos* n0her, then Sather may cancel fids Owbad by dallverinQ written notice et to Buyer at arty t woofber. fkdess fhts *o)drsg oan5ngen-y has been waived; this Co t as shag remain subject Id the e2 sank ECflon, by ctasing, f those conditions of Loren Approval rabl ed b the Property. m DEPOSMS) (fur 1, of Paragraph 5 oaly� If Bayer fres used good fa6h and reasonable d3gence but does not obtain Loan 64 Approval by loan Apprvua is and Onemaft er sitter party elects to cancel fids Cbubwt as set forth above or-tw imder fob or 65 refuse* b close on or bddors •Claft Date WIViou t taut on SaWs part, the Deposfi(s) shag be returned b Buyer, whecaupon as bft paries will be released all A rOw oblgaftu under ties Contract, moopt for obligafwns stated herein as sunrivkmg the BY fenrtrraflon of this Conked if party elects to terralnede tris Llonlract as sat forth above or Buyer U s to ase good t M or ss rea$or0b. d3gence as set forth a Sellar wit be entitled to ratab the Depoalt(s) if thetramaclim does cwt Close. w• 6. TrME: Seller has tine !egad capa to and Wil convey table tilts to the Propedy by ® wry warns* deed V [] otiter , freeee of Bart; easmrnenfs and enctrnbranm of record or krmn b5etier, or W mi*d to property tabes for ft year of ; covenants, resirlClfons and publlc uMhy eaasem" of moord; odsting zoning or and govenvnental resmulatibns; arta (!1st any o matters to which title will be subject) er sa• ; as provided there wdsis at closing no violation of the log and n9ne of ureal prevents Bir S Intended use of the Roperfy seg 6v er 67 (a) Evideateti of TMp: The panty who pays tris r the We k=== policy until Select the daft agent.and pay for ss' the M search and dosing services. Seger wt�, ei (check SWWs © Buyees expam and Wftn 5 days ® atter se• eiective Dais ❑ or pt least dep before Data defiverb Buyer (check one) 70• [I (L) a We b uanca comathtetrtby a Florida k arced and, upon Buyer reeordrgthe dead, an ownaes polka n In the amotnrtoFft purctum price for fee simple title (a exceptians stated atmom If Buyer is paying forifre 72 evidence offitle and Seiler has an owner's pocky. SellervAl d a eopyto Buygr WMM i5 days abr. Motive Data. 78' a� (6.) an eb*aot of fitfe, prepared or brought currart by an abstract fleet orceMed as correct byan existing firm. 74 }bwever, if exit an abstract is not available b Seller, tt,en a prior es flits policy aagtable to,the proposed Insurer as 75 a base for rebsrtance of coverage may be' used. The prior poUcy will, a copies of all policy w=eplions and an update 70 In a fonDataoaepta)fe b Buyer from tine pcsfcyefiecYm data and Buyer or Buyees dosing agentbgethervilh rr coples of all docurnants recited in the priof poAV and In the update. if n abstract or prior pocky Is not "able to 78. Seller then (L) above %Q1 be the evidence of me. 7e (b) Title bcamrnaUnn: Eluyar wgt wither 75 days from receipt of the evidence at deliver written ratloe to Sonar of uue so defer TiBe will be Ommad acceptable in Buyer If (1) Buyer faits to deliver proper notice defects or (2) Buyer delivers proper at• vditeen notice and Sailer tines the d wllirin 3.5 days from receipt of ft nbflae radve Parion If the defects are 82 cured wft* the CuriOve Period, cbsbrg will o=ar wHNrt i0 days fore receipt by Buyer of tics of such curring. Seller may as elect not to oma dsfacis If Seiler reasonably believes arra defect cannot be aced vAt ran ft a Period. If f ha deflects ars 84 not cured Awn the Curative Period, Buyer will have 40 days from receipt of notice of Seller's i Tfta tia Clue fhe defects to as elect whether bo ten*ate ttr!s Contract or accept title subject to wd*V defects and doss the n wmlhout reductan In W pun`frsse price. V (c) Survey: (check applicable provisions below) as• © Sefierwill, w+l* 5 days from Motive Date, daMr to Buyer copies of prbr surveys. plans, cations, and engineering doc�rrents, if any, fOROWIng documents relevant to this transaction: oo• , prepared for Seller In Seller`s and Sellar ) ( ) aufcr=WP r+soefpi of a copy of this page, whM is Paga 2 of 7 Pares. CrA- Rev. totoa 0200 Paida MREALTOM Art Mhts Reserved ' anoomrydytopac rsaraPiDeeart�rioeE Rw NLklpee�07EXmSAdaft.M WeRspf SUBSTITUTED e2 powasabj% which chow sg currerrty e09sling strut knm In tfle want ft transection doer not close, s9 docu mts p vAded a3 by FaJlerwAl be returned toSel[ar1pl{idn tQ frofm the daFc this Cordrect tB terrdnalsd �" Due Diligence Period ® �Yw WW. at [] ft hats Q Buye'r's s>penee and whhln the as obtain ant current osri>fied survey of the Properly from a registered cauveyar. V the survey reveals onmosctrnents on the W\at or that the irnpv.,wnarlts encroach an fie lands of arnother, [] t3uyar vAC accept the Properly with ecdstIV aretlis ® such enanaoc� nus clip cornb (s a Liffe dated to be arced wililn to Curatya Period. csnd E9rass. Sallerwra ywvx that the Property presen y I= ingress and ogress AD TONDRIOW Salter YA dethrer the property to Buyer at the frets agreed In Hs present "as le owrdiflon, ordinary 100 wpted, and wN min the Wndscepfng and grounds in a comparable counddbn. Saber makes no w manila 101 obMy of tffla. By ac cepMV the Propatbr 'as is,' Boyar waives all daims against Seller for arty defects h the 102 Par (b)) los' ❑ (s) As ls. B hoe lnspecded fie Property orw&w arty rfgfrt b. togged and a te-ro hi Its 'as W oondldon. tai• ®(b) Due !'lilt Period: Buyer wpL et•$oywls expense and 1Y1fIR s'+ om MAdays fiDats (Dw f)(ligomce 105 Pedod"), dsdemtine- tier the Propenyls w?able, in Buyer's sate end al�sokdo �Socntion for Buyeta Intended use erd los dwvalopment of ills as spsaW in Paragraph & Dtairng the Due Diligence Padod. Bayer may conduct any ttsb, for adaprses, oxaye and atimm rinspediorns) which Suryer deems WW5SHJy b dune b Bayer's sWkftdM 111e 10B Properve e¢olrteerm9. eaAmmyontal properties; zordrig w d zovdng curls: -food zixw dastgnsffion and tog rasModow, vjbdh blan reqs soff and grad¢; evallabnffy of access to public roads, wafar, and offrex utilities; coresbtency 11D Walt beat, stela and realonat rn3nagemient and c uVrahm" land as plawft riallabllty of pt311nb. goverroag 111 approvals and gcenser, = with American va M blsablillies Act; absence of asks, son and go" water112 cordmuirtafforq and affw lnspec5oft Buyer deerns appropriate to dolian rine the m2abillY of the Property for Boyar's 1 m . Wended use and development. Buyer deliver wditn notice b Seder prior to. the eWraflon of ft Due Diligence Pedod 114 of Buyers detsrminauoa of vrZtaCter or Properly is acceptable. Buyers lichee to comply vritl eft notfoe newftnent U5 vr01 constitute sompt uxe ttf the Properjy In present *d5 W contibm Seller grants to Buyer. Its agents, cot>h cbm and 115 assans, the right to enter the Property at any during toDaus Wftenw Period far file purpose of canducOng Irmpsenons; 117 povidad, bowever, that Buyer, ftagents, co and assigns eater the Property and ooncWA kv; ec lions at their amt 118 risk. Buyer wit k0erarfify and hold Sailer harmless losses, danwom, oo6t s, Claims and mparm of any r;aftm Wf udhtQ 11e aftomw# fees at all levels, gond fm ftabddfy to any angling fmm fie conduct of any end all ir>specliu s or a" work 10 SLOV and by 0&qW. Buyer sell not engage In any act could result in e•m chanlds ion beblg tiled against to Pop" 121 W%out SOWS prior Wriften eorma In iE>6f event tits ndoes not obse, (1} Buyer will rapa;ir BS dam ps b the I=Praparfy meriting from the inspedtons arca return fila P ft =d1lon It was In priorb corAint of file Inspecdom%arid W M Buyer W]k at Buor`s averma, release to Salley all reports offlervxO generated as a rmltof the link 1%oWd tet Sayer delhw tirrrefy notice that lbs Property is not aoeapiabfo, 8 agrees that Buyer's deposit vaTl be lr n11 fth-fy returned tss to Buyer and ffo Contract tarn mated. 126 (t) Wa& hrpugh Inspection: Buyer may, on the day prior b dosing any other time mtarally agreeable b Ute parties. 127 conduct a feta! "ural- through' klspection of the Properly to detembna wffh this paragraph and to ensure that all 125 Properly Is on to premises. IN 8. OPERATION OF PROPERTY DURiNG CONTRACT PERfOV; saner will co to operate the Property and any bustrless tw oorvltxted on the Property in fie mamw operated prior to conb2d and va taloa action that Would adversely imtpat t fie 131 Properly: tenar>ts, lenders or business, h arty. Any changes, such as ranUig M materially effect, fits Pto¢erty or W Buyer's kltended use of the Propedywnl be perrolued` px only vAth Buyers consent [] xa ort BeyWa c onsam 133 9. CLOSINQ PROCEDUM- 1st (a) Possession and Q=uupancy: Sall orvAn deliivverpossession and occirparrcyof the Prope Buyer at dosing. 5ellerwlll 186. provide keys, remote contra* and any sectuffy/aocess codas necawary to operate an -sites, ma and secrritysystern »e (b) Costs: Buyer win pay buyer's atbaneye fees, taxes and recording fees an notes, mortgages an ng steiernents and 13r recording few for the dead Seller wW pay seller's attorneys foes, taw on the deed and ro=dfgg rdowments neaded 135 to care title defects. If Sager is abilgarbPW to dsdugge any encumbrance at or prior to closing and tells to so, Buyer may use W purdlase proceeds to saflsfy the encurnbranm. - 1ao (c) Documents: Seller will provide lbs deed; bill of saie; medtaws lien affidavit; originals of ffiase assignor service and 141 maintenance contracts f (vAll be assumed by Buyer after the Clo&ng pate and Wars to each swvics contra m Seller 1W 6rryer ( ) and Seger adrrp,h ImIge mo*t of a copy of Sts page vf11d1 Is Page 3 of 7 rages. CC -3 POW 10/09 02W9 Florida Amoda ' of REALTORS An FtW* Reserved A-k-d%S byiplafn16 0SftenlWVW4rm,,ra;dipa 4q= WMZW_= m Wellspfau SUBSTITUTE IQ advising each of (barn of th a sale of the Rawly and, tf eppllcebie, the transfer of tis contract, land pay -dan" vrerrantfes or i" gimrarntses received or held by Seller from any mamrfachaar, oontracWr, submniracfar. or material supplierkt connection wih the Property, current ooplas of the condomidum dxwon% If applicable; wabnnlents of leases, updated sent ro It is-nanr aid i lender estopped Jetlra; aasigrrnrerris of pwaft and lbensew cwmxgva insfa menfs; and letters noffyhv tenants of the change ut 51 oarrtershipher>fal ago t..lf any•lenard refuses to eamcuta an asloppel letler, Sellars wllt cw* that idormation regarding the tenwnt* lease Is conva N Sailer is a oorporaflon, Seder wed deur a gawk don of PIs Bawd of Dlrednrs eu0md&q the sale sac d delivery of the dead and certdBcallOn by the corporate Secretary cerefyhng the resotdop and aWng %M facts showkV the iSo cc cordomm to tha req Aremenis of bet law. Sailor wl0 transfer security deposits to Buyer. Buyar i a provide the 161 b'Wanent mortgages and notes, wourtly.aQrgen7&IiL and kzan i V st3tam nts. M (C9 7 and PMnvdtons: heal estates trams, persatal PropWty U46 an any tarigba petsond Woperti4 bond p8)Pm&ft w assumed Boyar, interest rents. assodedon dues, b=rance premiums acceptable b Bayer; and operating expenses wit be 1sa prori tad 6te day before closing. U the amount of taxes for the current year cannot be weartained, rates for the prev ow IM year wit be us vrtth due alluwr nw being made for Improvements and exemptions. Any tax proration based on an estirnate 155 will, at request of erparl<y, be rea*mlad upon neca1pt of current year's tot bill; finis pravlsbn wZ suntim dating. tat (a) Special assess nt Uerna: Certified, cw mnad, and raQead spectral assessment liens as of flea Cbsp Data wit be paid 158 by Sailer. If a cabled. . or ratirned apeft essessinent Is payable in lnatalmenls, SelferW91 pay at 6utatrnede due 159 and payable on or Cb*c Data„ vA any Instalhnnant for any period 60de xko beydxid the Closing Data, prorated. leo and Buyer wli assume ail mente that.become due and payabte Wier the QoAV Dai- Buyer wN be iesponaibie for at 161 assesemerts of any kind due and owing after Closhg Date, unless an improvement is st>bstanGallycornpfeted as tat of try Cale. Iran b srJxAantiaily oxnpleted as of the Dosing Date but has not wsuled in a Den before dasI ng, IM 8011W Wil pay the tarnoont of the of the assessment. lad (f] Foreign ftrv"Unent In Raaf P Tax Ali TRP%: !f Sailer is a "f weign person` as defined by MPTA, Seiler and les Buyer agree to ron* with Sefciton 1 the Internal Revenue Code. Setter and gayer vdd complete, , and dell w Ise as directed any lrrstnrmenE, asiidavit, or Masonabfy oecesmV to compb w1h the. FWTA fWAremenis, kxltxn9 167 delivery of their respective fedetal r n rAimbara or Sochi Security Wrnbere to the hustle agent If Bayer lea does not pay sufficient t cash at d iostng lib meet vdagiotding requirement Feller vA delver to Suver at closing the additional IM crash necessary to salisfythe requhmenL 170 10. ESCROW AGENT.- Seller and Buyer authorize -Agent (AgerrO to receive, deposit, and hold ftacis and otter property 17t in escrow and. at act to wileMon, dieuve tan in with the term of guts Contract The parties agree that agent fn vndil not be liable bony person br nisdeliwery of escrowed b Seiler or Sayer. unless ft misdelwy Is due b Agews wM Im breach of ftgs Contract or gross negdgence. If Agent has dalsbt Aaerft d Aw or obligations under this Contraci, Agent rday, 174 at Agent`s option. (a) hold the escrowed diems wC the parties ly agnea to fts disbummennt or unfj a Court of cornpahwd i7s Jurisisdbn or atftlar dietsw8nes the nights of the parties of (b) d @ the enc vwW Items with the clerk of the court having Ile imisdic ion over the l gdm and ft an action In interpleader. Upon the parties of such action, Agent will be released from I" all fiabftty eavW for the defy to accawd for items previDusiy delivered of escrow. VAvert is a licensed real eafale broker. tea Agurt will comply with Chapter 478, Florida Sfakems. in any suit In, Bak bterplaade the wee ason d heirs or Is made a party m because of acting as Agent herea nder, Agent tuft recover reasonable attain and oasts hiam'ed, with thewarmimts to be 1w paidfrom and out of ft escrowed Items and dmrged and a%wdud as court costs vor offie prey ift iaarty. 1a1 1 I. CURE PE11101): Prior to, any Bairn for deffaun briny made, a party wail have opportunity. to we any alleged dzfault If 952 a party %ft to anal* trityl any pmvlslon of this Contract, flls other party w* del Trotce to the norrcompMV party lar 8178Wng the. Mit-Campolaw& The ran -conn ying partywltl have days (S days I blank) after dallvvar of such nodoe bo 194 cure the hon-corngwice. fes 12 RETURN OF DEPOQSIT..Unless otherwise speaw In the Contrad. In tine event any n of tilts Contract Is not met 1w and Buyer has droely-&en any required noffm re wring w condHbn haft not been met, 6 is deposit will be retumed In 157 ao0on:18YM with applicable Mride hats and regulsfiorm lee 13. DEFAULT. 159 (a) in fila event the sale Is not dosed dun b any default or failure on the part of Seller other than dune to make tha iftie Iso markatabfe atter dtilgerd effort Buyer may either (1) receive a refund of Buyees deposits) or (2) seek .. performance. If 101 Buyar elects a deposit refund, Sellerwid be Tiable to Brokarforthe full amasnt of the brokerage fee, 192 (b) in the evens the sale is not costed due -to any dafaultor tar7urs ori the part of Buyer, Sellar relay either (i)\18Wls d3;nosR(s} 193 paid or agreed to be paid by Buyer as agreed upon liquidabd damages, considaration for ft ezecullon or=and 1s4' E3c0'sr,) () ends" ) {) adcnevriedQe receipt of a copy of anis Pepe, whir2n b l'�e 4 of 7 Pages CC3 Rev la= 02009 Florida of RENJOPSS® Al R(Qhfs Resented raoau.a ow►ry:tpt�c taorotn+.a.rar.w■a r..scum*■taxa ymrva iverh¢ SUBSTITUTED l 195 In full setiiement of airy cuts&, upon which Ods Contrera wi f lorminste or (2)seek spsrdfic perfonrt MM If Saner retains the deposk Sellar will pay the Brokm named in Poregrsph 20 My percent of all forfeW deposits reb&M by Sonar (to be spit agoelly among 1ho Brokers) up to itis fu& amount of the brokerage fea. tab 1 TrORNErS FEES AND COSTS: In any Balm or col*ovamy arising ort of or relaft b this Contract !tie prevailing patty, is$ blit r purposes of $its prwbion wilt include Brier. Wier and Broker, WM be awarded reasonable SMXIK ys` lees, costs, and 200 60 2oi 15. All notic" will be in wdffiv and may be dahwad by mall, personal deliver)', or eWAmr c means. Parties agree 10 202 send all no fo addresses spechled on 1hs Signature pege(4 Any notke, document. or Item given by or delivered to an v5xt" los or real estate we (biduding a transactlon broker) representing a party wS be as effective as if given byor dellmred iaft t party. eat 16. DISCLOSU ars (a) CornunercIA Ecfata Sales Commt¢sion lion Act: The Fbtida Commerclat Real Estate Sales Commissim herr Act tae provides Mot when a kar has earned 8 commission by perfbiraft licensed rervkes under a brokerage agrearnent with you, air the broker may daha against y� net sates pmoeeds for ftbmkafs onion. The brolio 's ran rights under the act WS carmot be walived before co rNssion is earned. 209 (b) Special Assesstrieat imposed by Public Body The Property may be subject to unpaid special asaesstiierd WS) oto unposed by a pathic body (A body Includes a Cpttuiwnity Development Dlshfct.) Suc b itema s, if any, d ll be paid as set ib zt t M in Paragraph e.(e). 212 (e) Radar Gas: Radon Is a naknally nIng radlaactNs gas that. when 6 has accu muWad In a bull ft In sutiidentqua rhes, 213 may prasarit health risks to persons exposed to 3 over lime. Levels of radon that exceed fled" and state gttidalk" 214 have been bund In butld np in Florida. Sonat kiform4on megardlrig radon and radon t�sfng may be obtained from your 215 courtly public health unk 21e (d) EnergyEllFcbmcy Rating InfornrAloa: $ acknowladges r9oetpt of Ifie labrnwtion brochure required by %Won W 553.998, FWda Statubm 21a 17. DISK OF LOSS: 219 (a) If, after r itna Mcitvp Data and before dosing, trisNanJddeposM(sjWV ed by ltre or o2w casually, Seller volt bear the risk of 220 loss and Buyer may cancel this Contrail wMhwt liabibe relcunad to Buyer. Alllmurb*, Burr YA 22i have the opfim of pumhasirtq the Property at the agrepuss and Saber w8! framer to Buyer at doskg coy 222 bisuranm procseds, or Seller's claim to any I isuranvefor Ste damage. Setter will cooperate vft and assist 223 Buyer In collecfUig anysuch proceeds. 224 (b) If, attar the Effective Date and before doskV, any part of the taken in cmdemnation or under the rght of emineat 225 domatit, or p Dcea fts for such toting w N be. penOxror 9u ler a may cancel tfr[s Cordae wfttd HaWly acid me nes depaslt(s) wi$ be rationed to Buyar. ARaruarrvely, Buyer wM have the opib f purchasing VAwt Is lets of the Properly at the 2V agreed upon purchase pries and 5a6er will tnans& to !fie Buyer at r b ft the of arty award, or Salleea; cfakn to any ZZ award payable for the taidny. Seller WE cooperate wlh and asdst Buyer in collect! any such award. zza' 18 At3SIGNABlLf7Y; PERSONS BOUND: This Contract may be essigried to a natafaSi ;and otherwise ❑ b not assignable zoo• 91 is assignable. Tho tar= '84w,' "Sailer" and'Broker may be singular or plural. This Is binding upon Buyer, Saner est and their beim, personal repr+esentalives, succe saors and assigns (if assIgnment is permitted). 252 19. MISCELLANEOUS: The Islas of @i!s Corrtraof cans8it>fe itis suite agreement befwsan and SalJar: Modrf+cadons of 233 this Contract VM not be bkxQrV urifess in mffing, signed and delivered by ills party to be bound. natures, iru'fiafs, documents 2U rekmced in this Contract, counterparts and written modifications comm micated elechnnfcatly or paper wN be acceptable ms for as proposes. Inchlift delivery, and 01 be binding. Hmxhwfften or 4pewrfften terms Inserled In ftarfled fo tIVS Contact tie prmll over ppkited !arms: If any provision of ift Contract is or becomes holld or unenforceable, an r ahtirig provisions will Z7 continue to be fully effective. This Contractwpl be construed under Florida law and wik not be recorded in ary Bc records. 23r' Buyer ( ) ( )and sailor ) ( ) admm4edpe receipt of a cagy of Hs page, which Is Pape 5 of T Pages. G" Rev. -1x109 02009 Florida REALTORS& All Rl lits Reavved ProdmaG Z10 -MO br^avradz =A Fleet iir►Rw4 Fftw. hi ftm � Iver SUBSTITUTED r' m 20. BROKERS: NoMm Solley nor Buyer has used the ear&" of, or for any other reason owes compensation to, a Icansed real etc estate Broker otlterfhan: W. (a)SefferaBroker. Pbrtimn .rn tlfine Baarty FtbiarLOarcua-Ilex 94 F—Paw ks") Cie) 244 , FSY, 245• Is84T4sagento I3atranaactiorrbroker-0 hasrti Wkeragerelatbnsh)pandwhowWbownpensaWby 8dar zw Buyer Q both pares pursuant to 91 a 6slhtg aam mart ®. other(spactfy) SO.ODD 247' -4-rYi 219• (b} iBrmfar: /yB�VNE iN'Ttr2nrurrDnrAL AeeLTY , 240 r—PWW Warne) ekwcrsee) 26r 2% fry. Tefei>ti Fmc E,rn* 2• who 21 isasing tQ isetransadtonbmkor] has no)xoioerayamNonshipandwfiwa+Ubecompermafedby ❑ UWs 2sr Broker Q Seiler Buyer ❑ both pariles pursvard to ❑ an LIS offer of ompensation D other [specify) 264• 255 (wYeCSvely reboredio a8 In eonnecoon wish arty act mbvQ b ftPkgedy, including but not knited b frWiles, 29B Ir OrS, caats:I)tations, negola&m restftV In this transac om Seller and Buyer agree to I7rdenrrrtfy and held fl;aW 25? harmless km and agatr►st damages, aosis and wWerms of any Idnd, lncludim reasormbie attorneys'- fees at aI , sss and from imbiriEy in any persYin, rig from {i} Cornpensg5on armed erhtch is incorisisietrt with the rspresetriagcrt ih this ?ds Paragraph, [1) et7iorcernenf action a brokerage fee pursuant m Pata9r8Ph =�. (3} errq duff' acxapfsd by 6rnker at the z6o rarluf'st of Seller or Buyer. which Is b ifila amps of services regulated by r 475, Florida . as amended, or (4) est rti3cwtnmandatierrs of or services prwklewperms irrwrred by any tfitni party whom Broter refers, recarrurim,ds, or reta6ts 2m for or on behaff cf Seller or Buyer. las 21.OFCIONAL CLAUSES: (Check if anyof the cfwu ara app kaWe and ane attsched as an addar&m lo this Cmtrac* 2e4• Q ArbBrNficn lar Warranty ❑ 9 kwtgaue 2X'0 Sedlon 1.X31 Ewhange ' j3 Conon Control Lina 0 Btryet'sAftorngApproval sae' j] PrbPartY on andf�ePWr [] 3-k'rardZona Se�tEYaAfhxneY�P14� zsr a Sellar l4epratians ❑ Sailer n8 Q LJkfser tet: = ADDIi10NALTERMS: ter 27M m• 272• 277 M. 275 276' VP zw 27v TKS IS On'ENDED TO BE A LEGALLY BINDING CONTRACT, IF NOT FULL UNDERSTOOD, SEEK THE ADVICE leo OF AN ATTORNEY PRIOR TO SIGI11Nt; OROKER ADVISES BUYER ANDS TO VERIFY ALL FACTS AND nt REPRESENTATIONS THAT ARE lB1PaRTAFIT Tp THEM AND TO CONSULT APPROPRIATE PROFE55fONAL 202 FM LEGAL ADViM (FOR EXAMPLE, INTERPRETING CONTRACTS, D THE EFFECT OF LAWS ON 283 THE PROPS9N AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR PORTING REQULIUMENTS, 284 EIC.) AND FOR TAX, PROPERTY CONDITION, ENVfRONMENTAL AND OTHER ADVEC BUYER ACKNOWLEDGES les THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL RF�i2E5ENTATI S [ORAL, WRITTEN OR 28e OTHERWISE) BY SitOIC'=R ARE BASED ON SELLER fZEPRESENiATiONS OR PUI3LJC I 3 UNLESS BROKER 2s7 INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES 7Z? REL OLELY ON SELLER, las PRC}FESSIONAL 1NSPECTOfiS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF TOE PR E CONTJITION, 28a SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT PROPERTY VALUE - moo' Buyer ) ( ) woSella ) { ) adm wled9s mt,* of a copy of bats page, which Is Papa B of 7 CG3 Rev. I=O 2A08 Florida IiFALTIIR5® All )Zfph% ftsserved SUBSTITUTED 2a1 Each person signing this Cm ttact on behalf of a party W is a bv&hess only represents and warrants b Me Other party that 292 Awh alpnalury has futt power and &Soft ia enter hb and pwbmr W Contrast In aocordence v th Ks terms and each person exeai#lrig this Cwtact and•o9w docx wrb. ort behalf of such party has been duly suftiked lo do so. 29eDate; t I�r✓ f o Am*Uq,1W63-1q r) arts' or "Di s Tax ID No.: 2277- ams o 2w Tm Telephone also• San ani• ave My—ped or sag' Mile: Buyoes Address for purpose of sos, Facsimile. 311 av (Slgn3ilie of Solbr) SW 314 (iypW or Printed Name of Setter) 315' TW5: 318' Sellers Address for purpose of Data: Tax ID No.: 'Telephone - 3w E rw,- Tax ID tdo.: Telepho= air FaclimHe: E-mail: lir F[odde Ass=Mon or Rt'LTOR&S makes w repmmrtbfion as b to ttgal %*W ar ede*uoy WwW d !toll form ra any apocdc ha�rL This ian sdwlmd bmf ahwid far be road fa s tmeedw crsM gurus ddws or adffox Tido farm Is bb r r Ponos bf fA wdka rvw eskefa r snd is mi Wmded.m MmMy r A ver sr a RLALTOM. REALTORD is a mgrsbred coeod m morr4ersrp nwk wtdch Y be read oalyby mea assure r xnwes vtro mvnwn beta d fie RAT]C NAL ASSOCL4T1oN OF ALTORSO and wha wA*cdba b Rs Cale ofEfske. The OV)ri&lowe orthe Umfsd States (17 U,S: Coda) tabid Use tawie4d eed reprodU llon of Oft ram by n7 mems Or C004XAbind Firma S18- Buyer.( ) ( ) Orsi mer ( ) acknaMed2e receipt of a c*y of this page, watch is Page 7 of 7 Pages CO -3 RevAWW 03009 Florida n TORSO Ali Rights Reserved PaodtrasdsOri a,atDtrj�pLaQrcc seorot eener4arta�rme ltargsn s WCNPf 1