Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
CRA-R-12-0012 02-27-12 Backup
10. SUPPORTING DOCUMENTATION APPRAISAL REPORT Three -Story Apartment Building Containing 30 Units LOCATED AT: 925 N.W. 2 COURT MIAMI, FLORIDA PREPARED FOR: CITY OF MIAMI COMMUNITY REDEVELOPMENT AGENCY 49 N.W. 5TH STREET, SUITE 100 MIAMI, FLORIDA 33128 As Or: JANUARY 10, 2011 PREPARED BY: QUINLIVAN APPRAISAL, P.A. 7300 NORTH KENDALL DRIVE - SUITE 530 MIAMI, FLORIDA 33156 CERTIFICATION OF VALUE 1 The undersigned hereby certify that, to the best of our knowledge and belief: (A) The statements of fact contained in the report are true and correct. (B) The reported analyses, opinions and conclusions are limited only by the assumptions and limiting conditions set forth, and are my personal, unbiased professional analyses, opinions and conclusions. (c) I have no present or prospective interest in the property that is the subject of this report, and we have no personal interest or bias with respect to the parties involved. (D) I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. (F) My engagement in this assignment was not contingent upon developing or reporting predetermined results. (F) The appraiser's compensation for completing this assignment is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the ' attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. Furthermore, the appraisal assignment was not based on a requested minimum valuation, a specific valuation or the approval of a loan. (G) The appraiser's analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, and the requirements of the State of Florida for state -certified appraisers. (H) Use of this report is subject to the requirements of the State of Florida relating to review by the Real Estate Appraisal Subcommittee of the Florida Real Estate Commission. I (x) J. Mark Quinlivan has made a personal inspection of the property that is the subject of this report. (J) Brian Quinlivan provided professional assistance to the persons signing this report. QUINLIVAN APPRAISAL 1 kw (K) The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute. (L) The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. (M) The undersigned has not performed any services on the property that is the subject of this report within the past three years. As of the date of this report, J. Mark Quinlivan has completed the requirements under the continuing education program for The Appraisal Institute. Based on the inspection of the propertyi*nd the investigation and analyses undertaken, subject to the assumptions and limiting conditions set forth in the Addendum of this report, I have formed the opinion, as of January 10, 2011, the subject property has a Market Value of: FOUR HUNDRED FIFTY THOUSAND DOLLARS $450,000 Az-492,44 J. MARK QUINLIVAN, MAI STATE CERTIFIED GENERAL APPRAISER CERTIFICATION NUMBER: RZ0000112 /2.,441;m4 BRIAN M. QUINLIVAN REGISTERED TRAINEE APPRAISER LICENSE NUMBER: RI 19051 QUINLIVAN APPRAISAL 2 i i i i i i SUMMARY OF SALIENT FACTS AND CONCLUSIONS Type Report Summary Purpose of Appraisal Market Value Property Rights Appraised Fee Simple Address 925 NW 2 Court Miami, Florida Legal: Lots 15, 18 & 23, P W WHITES RESUB OF BLOCK 26, according to the Plat thereof, as recorded in Plat Book B, Page 34, of the Public Records of Miami -Dade County, Florida Land Size 8,250 square feet Improvements Three-story, 30-unit apartment building containing 6,538 square feet Age 1960 Zoning T6-8-L, Urban Core Zone City of Miami Highest and Best Use Existing multi -family usage Indications of Value: Cost Approach Not applicable Income Approach Not applicable Sales Comparison Approach $450,000 Final Estimate of Value $450,000 Date of Value Estimate January 10, 2011 Dates of Inspection January 10, 2011 Date of Report ' January 19, 2011 QUINLIVAN APPRAISAL 3 SUBJECT BUILDING SUBJECT BUILDING QUINLIVAN APPRAISAL 4 i I i i i SUMMARY APPRAISAL REPORT Prepared for Mr. Pieter A. Bockweg, Director Southeast Overtown Park West Community Redevelopment Agency Property Appraised Parcel A: Rooming House 925 NW 2nd Court Parcel B: Vacant Land 921 NW 2"d Court All in Miami, FL 33136 Date of Valuation May 13, 2011 Prepared by WARONKER & ROSEN, INC. 5730 S.W. 74th STREET, SUITE 200 SOUTH MIAMI, FLORIDA 33143 JOSH L. ROSEN, MAI JAMES R. HAWKINS File # 6708 A Lee H. Waronker, MAI, SRA lee@waronkerandrosen.com Waronker & Rosen, Inc. Real Estate Appraisers and Consultants 5730 S.W. 74th Street, Suite 200 South Miami, Florida 33143 Telephone (305) 665-8890 Fax (305) 665-5188 www.waronkerandrosen.com Josh L. Rosen, MAI josh@waronkerandrosen.com May 26, 2011 Mr. Pieter A. Bockweg, Director Southeast Overtown Park West Community Redevelopment Agency 49 NW 5th Street z': • Miami, Florida 33128 Re: Parcel A: Rooming House 925 NW 2nd Court Parcel B: Vacant Land 921 NW 2nd Court All in Miami, FL 33136 WRI File No. 6708 Dear Mr. Bockweg: We have prepared a Summary Appraisal Report of the above referenced property for the purpose of estimating the market value of the fee simple interest subject to some extraordinary assumptions as of May 13, 2011. The terms extraordinary assumption, market value and fee simple interest are defined in the pages of this report. This report has been prepared based on the scope of the work which is detailed on a following page. The reader of the appraisal is strongly advised to read the scope of work so as to understand the scope of this appraisal. This report is intended for use only by the client and intended users as noted herein. No additional intended users are identified or intended by the appraiser. Use of this report by others is not intended by the appraiser. No one else, or any other entities, should rely on this appraisal other than those noted herein. The subject property Parcel A is located along the east side of NW 2nd Court approximately 100 feet south of NW 10th Street in the Overtown section of the city of Miami, Miami -Dade County, Florida. Parcel B is located adjacent to the south of Parcel A. Parcel A is a three- story CBS building constructed in 1960. The building is used as a rooming house with 30 small rooms and approximately two bathrooms per floor for a total of six, per a verbal description from the client's representative. The Miami -Dade County records reflects 30 bathrooms. No access was Waronker & Rosen, Inc. of Real Estate Appraisers & Consultants Page 1 Mr. Pieter A. Bockweg, Director Southeast Overtown Park West Community Redevelopment Agency May 26, 2011 provided and the description from the client's representative was considered authoritative. Based on the exterior inspection as well as the grounds area, the building appears in poor to fair condition. According to the City of Miami website records there are several code violations for Parcels A and B. They include mostly failure to maintain the site free from debris. No deduction has been made from the value for any fines and costs associated with this or any other unknown violations, nor what changes in fines could be negotiated if and when changes to the property would be made in the future. The client's representative stated that there are multiple code violation with the building. These were not found in the online records. The adjusted size per the Miami -Dade County property appraiser is 6,538 square feet. The improvements are situated on an 8,250 square foot (0.19 acres) site. Parcel B is a vacant lot located adjacent to the south of Parcel A. It contains multiple automobiles being worked on as well as other debris. The site size is 2,750 square feet (0.06 acres), per the Miami -Dade County property appraiser. Zoning on the site is T6-8-L, Urban Core Limited Transect Zone by the city of Miami, Florida. The subject site frontage is below the minimum allowed based on current zoning. The minimum required is 50 feet while the subject has 25 feet. It is assumed that the subject property site is grandfathered-in and is a legal non -conforming use as it was platted prior to the current zoning regulations. Additional discussion of the building improvements and the site can be found within this appraisal report. It should be noted that the client of this appraisal report is the Southeast Overtown Park West Community Redevelopment Agency. The Agency owns many other parcels of real estate in the immediate neighborhood of the subject parcels, including a vacant parcel at 909 NW 2" Court, just south of the subject parcels within the same city block, the entire block to the east of the subject block and seven of the 13 folio numbers that comprise the city block to the west of the subject block. The analysis herein for the subject property valuation does not consider assemblage value, if any associated with the subject property. The extraordinary assumptions have been made as follows: As noted, the client representative stated that there was an uncooperative owner and no inspection of the interior of Parcel A was available. It is assumed that the building is inhabitable, but in poor to fair condition based on the exterior inspection. The building on Parcel A is 51 years old. It is not known whether a 40-year recertification has taken place. It is not known whether there are any major items to be addressed as a result of a required 40 year inspection. No deduction has been made for any costs to comply with the requirements for this inspection. As noted, there are some code violations for Parcel A. No deduction has been made from the value for the fines and any estimated costs to repair. It is not known what changes in fines could be negotiated if and when changes would be made in the future. It is assumed that Parcel B can be constructed upon as it is grandfathered in for street frontage. It has 25 feet of street frontage which is below the minimum which is 50 feet. Waronker & Rosen, Inc. oti Real Estate Appraisers & Consultants Page 2 1 Mr, Pieter A. Bockweg, Director Southeast Overtown Park West Community Redevelopment Agency May 26, 2011 The extraordinary assumptions if found to be false or different in any way, could alter the opinions and/or conclusions of value, herein. The reader is strongly advised to be very familiar with these assumptions and how they could affect value. Although requested from the client's representative, no information was supplied. If any information were supplied that deviates from the assumptions used herein, it would likely result in a change of value. As a result of our investigation, it is our opinion that the market values of the fee simple interest subject to some extraordinary assumptions as of May 13, 2011, are in the amount of PARCEL A: TWO HUNDRED THOUSAND DOLLARS ($200,000) PARCEL B: THIRTY FIVE THOUSAND DOLLARS ($35,000) The value above is solely for the subject properties without consideration to any assemblage with other adjacent parcels. It should be noted that the valuation herein does not include any furniture, fixtures or equipment necessary to operate any business, or businesses occupying the subject property. The valuation herein also does not include a value for any business entity, or entities occupying the subject property. • On the following pages is the table of contents and scope of work followed by the certificate of value and general assumptions and limiting conditions. It is advised that these items be reviewed so the reader has an understanding of the limitations of this appraisal. hcar ate-Certi icense N Very truly yours, /1 n, MA James R. Hawkins ed General Appraiser tate- ertified General Appraiser RZ395 License No, RZ3251 Waronker & Rosen, Inc. it. Real Estate Appraisers & Consultants Page 3 1 SUPPORTING DOCUMENTATION Certificate of Value The undersigned does hereby certify that, to the best of my knowledge and belief: 1. The statements of fact contained in this appraisal report are true and correct. 2. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions and conclusions. 3. I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. 4. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.• 5. My engagement in this assignment was not contingent upon developing or reporting predetermined results. 6. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 7. My analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the following requirements. • The Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute • Uniform Standards of Professional Appraisal Practice (USPAP) • The State of Florida requirements for state -certified appraisers 8. I have complied with the USPAP Competency Rule. 9. This appraisal report sets forth all of the limiting conditions imposed by the terms of this assignment or by the undersigned affecting the analyses, opinions and conclusions contained in this report. 10. No one provided significant real property appraisal professional assistance to the person signing this report, unless specifically noted herein. 11. The use of this report is subject to the requirements of the Appraisal institute relating to review by its duly authorized representatives. Additionally, it is subject to review by the state of Florida relating to review by the real estate appraisal subcommittee of the Florida Real Estate Commission. 12. As of the date of this report Josh L. Rosen has completed the continuing education program of the Appraisal Institute. Waronker & Rosen, Inc. tt Real Estate Appraisers & Consultants Page 6 i 13. I, Josh L. Rosen have made a personal inspection of the exterior of the property that is the subject of this report. 14. I, James R. Hawkins have made a personal inspection of the exterior of the property that is the subject of this report. 15. The estimated market values of the fee simple interest subject to some extraordinary assumptions as of May 13, 2011, are in the amounts of Parcel A $200,000 Parcel B S35,000 The value above is solely for the subject properties without consideration to any assemblage with other adjacent parcels. The extraordinary assumptions can be found on page 2 of the letter of transmittal. The extraordinary assumptions, if found to be false or different in any way, could alter the opinions and/or conclusions of value, herein. The reader is strongly advised to be very familiar with these assumptions and how they could affect value. It should be noted that the valuation herein does not include any furniture, fixtures or equipment necessary to operate any business, or businesses occupying the subject property. The valuation herein does not include a value for any business entity, or entities occupying the subject property. 16. Any use (purported, attempted, actual or otherwise) of the "replacement costs" or "insurable value" calculations contained in this appraisal by the client, property owner, their designees, assignees or agents for purposes of binding or obtaining insurance for the appraised property is strictly prohibited. Said information is not furnished for that reason and cannot be used for that purpose. It is strongly suggested that a licensed general contractor be engaged to calculate the insurable value of the appraised property for insurance purposes. 17. Neither we, nor Waronker & Rosen, Inc. have performed any valuation or professional services involving the subject property in any capacity, nor are we presently involved with the management, leasing, disposition nor at 'milar service regarding the subject property. li tate- e ice 'fled General Appraiser No, RZ395 R. Hawkins ertified General Appraiser nse No. RZ3251 Dale of Report May 26, 2011 Waronker & Rosen, Inc. 0 Real Estate Appraisers & Consultants Page 7 THIS FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS` AND THE FLORIDA BAR "As Is" Contract For Sale And Purchase FLonIDA ASSOCIATION OF REALTOFR`, AND THE F_ORIDA BAR "As Is" 1* PARTIES: Barry Mukamal as Chapter 7 Trustee of the Estate of Larry Vincent Williams ("Seller") 2* and Southeast Overtown/Park West Community Redevelopment Agency ( Buyer ), 3 hereby agree that Seller shall sell and Buyer shall buy the following descnbed Real Property and Personal Property (collectively "Property ) 4 pursuant to the terms and conditions of this Contract for Sale and Purchase and any riders and addenda ("Contract ) 5 I. DESCRIPTION; 6* (a) Legal description of the Real Property located in Miami -Dade 7* PB "B" Page 34 (Folio 01-01-02-060-1170, 01-01-02-060-1080) 8* (b) Street address, city zip, of the Property 921 NW 2nd Court, 925 NW 2nd Court, Miami, FL 9 (c) Personal Property includes existing range(s), refngerator(s), dishwasher(s), ceiling fan(s), light fixture(s), and window treatment(s) unless 10 specifically excluded below 11* Other items included are all personal property located on the property owned by Seller 12* 13* Items of Personal Property (and leased items, if any) excluded are 14* 15* II. PURCHASE PRICE (U S currency) 16 PAYMENT: Bhrtnstein Charbonneau Caldenn 23.500 00 17* (a) Deposit held in escrow by _( Escrow Agent ) in the amount of (checks subject to clearance) $ 18* Escrow Agents address sot anckaii Key Dnve 3rd Floor Miami FL 33131 Phone 305 772 2002 19* (b) Additional escrow deposit to be made to Escrow Agent within days after Effective Date in the amount of $ 20* (c) Financing in the amount of (' Loan Amount') see Paragraph IV below $ 21* (d) Other $ 22 (e) Balance to close by cash wire transfer or LOCALLY DRAWN cashier's or official bank check(s), subject 23* to adjustments or proratlons $ 911.500 00 24 I11. TIME FOR ACCEPTANCE OF OFFER AND COUNTEROFFERS; EFFECTIVE DATE: 25 (a) If this offer is not executed by and delivered to all parties OR FACT OF EXECUTION communicated in wnting between the parties on or 28* before see addendum , the deposit(s) will, at Buyer's option, be returned and this offer withdrawn Unless other- 27 wise stated, the time for acceptance of any counteroffers shall be 2 days from the date the counteroffer is delivered. 28 (b) The date of Contract ("Effective Date") will be the date when the last one of the Buyer and Seller has signed or initialed this offer or the 29 flnal counteroffer If such date is not otherwise set forth in this Contract, then the "Effective Date" shall be the date determined above for 30 acceptance of this offer or, if applicable, the final counteroffer 31 IV. FINANCING: 32* fd (a) This is a cash transaction with no contingencies for financing, 33* ❑ (b) This Contract is contingent on Buyer obtaining written loan commitment which confirms underwriting loan approval for a loan to purchase 34* the Properly ("Loan Approval") within days (if blank, then 30 days) after Effective Date ("Loan Approval Date") for (CHECK ONLY 35* ONE) 0 a fixed, 0 an adjustable, or 0 a fixed or adjustable rate loan, in the Loan Amount (See Paragraph Ii (c)) at an initial interest rate none 36* exceed %, and for a term of years Buyer will make application within . days (if blank, then 5 days) after Effective Date 37 BUYER: Buyer shall use reasonable diligence to obtain Loan Approval, notify Seller in wnting of receipt of Loan Approval by Loan Approval 38 Date, satisfy terms of the Loan Approval, and close the loan Loan Approval which requires a condition related to the sale of other property shall 39 not be deemed Loan Approval for purposes of this subparagraph Buyer shall pay all loan expenses Buyer authonzes the mortgage broker(s) and 40 lender(s) to daclose information regarding the conditions, status, and progress of loan application and Loan Approval to Seller, Sellers attorney, 41 real estate licensee(s), and Closing Agent 42 SELLER: If Buyer does not deliver to Seller written notice of Loan Approval by Loan Approval Date, Seller may thereafter cancel this Contract by 43 delivenng wntten notice (`Seller's Cancellation Notice") to Buyer, but not later than seven (7) days pnor to Closing Sellers Cancellation Notice shall 44 notify Buyer that Buyer has three (3) days to deliver to Seller written notice waiving this Financing contingency, or the Contract shall be cancelled 45 DEPOSIT(S) (for purposes of this Financing Paragraph IV(b) only): If Buyer has used reasonable diligence but does not obtain Loan Approval 46 by Loan Approval Date, and thereafter either party elects to cancel this Contract, the deposits) shall be returned to Buyer if Buyer obtains Loan 47 Approval or waives this Financing contingency, and thereafter the Contract does not close, then the deposrt(s) shall be paid to Seller, provided how- 48 ever, if the failure to close is due to (i) Seller's failure or refusal to close or Seller otherwise fails to meet the terms of the Contract, or (li) Buyer's lender 49 fails to receive and approve an appraisal of the Property in an amount sufficient to meet the terms of the Loan Approval, then the deposrt(s) shall be 50 returned to Buyer 51* 0 (c) Assumption of existing mortgage (see rider for terms), or 52* ❑ (d) Purchase money note and mortgage to Seller (see "As Is" Standards B and K and nders, addenda, or special clauses for terms) 53* V. TITLE EVIDENCE: At (east days (if blank, then 5 days) before Closing a title insurance commitment with legible copies of Instruments listed as 54 exceptions attached thereto ('Title Commitment") and, after Closing, an owner's policy of title insurance (see Standard A for terms) shall be obtained by 55* (CHECK ONLY ONE): 0 (1) Seller, et Seller's expense and delivered to Buyer or Buyer's attorney, or 56* 0 (2) Buyer at Buyers expense 57* (CHECK HERE); 0 If an abstract of title is to be furnished instead of title insurance, and attach n eaddems 58 Vl, CLOSING DATE This transaction shall be closed and the closing documents delivered on ('Closing'), unless 59 modified by other provisions of this Contract In the event of extreme weather or other conditions or events constituting "force majeure", Closing will be 60 extended a reasonable time until (i) restoration of utilities and other services essential to Closing, and (u) availability of Hazard, Wind, Flood, or Homeowners 61* insurance If such conditions continue more than days (if blank, then 14 days) beyond Closing Date, then either party may cancel this Contract FAR/BAR ASIS 2x Rev 2/08 © 2008 Florida Association of RFJ+Lrons* and The Ronda Ber All Rights Reserved Page 1 of 5 Lots 15, 18, 23, 26 County, Flonda 235.000.00 62 VII. RESTRICTIONS; EASEMENTS; LIMITATIONS: Seller shall convey marketable title subject to comprehensive land use plans, zoning, 63 restnctions, prohibitions and other requirements imposed by governmental authonty, restnotrone and matters appeanng on the plat or otherwise 64 common to the subdivision, outstanding oil, gas and mineral nghts of record without nght of entry, unplatted public utility easements of record 65 (located contiguous to real property lines and not more than 10 feet in width as to the rear or front Ines and 7 1/2 feet in width as to the side 66 fines), taxes for year of Closing and subsequent years, and assumed mortgages and purchase money mortgages, if any Of additional items, see 67* addendum), provided, that none prevent use of the Property for 68* residential purpose(s) 69 Vlli. OCCUPANCY: Seller shall deliver occupancy of Property to Buyer at time of Closing unless otherwise stated herein If Property is intended 70 to be rented or occupied beyond Closing, the fact and terms thereof and the tenant(s) or occupants shall be disclosed pursuant to "AS IS" Standard 71 F If occupancy is to be delivered before Closing, Buyer assumes all nsks of loss to Property from date of occupancy, shall be responsible and liable 72 for maintenance from that date, and shall be deemed to have accepted Property in its existing condition as of time of taking occupancy 73 IX. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwntten provisions, riders and addenda shall control all panted pro- 74 visions of this Contract in conflict with them. 75* X. ASSIGNABILITY: (CHECK ONLY ONE) Buyer m may assign and thereby be released from any further liability under this Contract, U may 76* assign but not be released from liability under this Contract, or 0 may not assign this Contract, 77 XI. DISCLOSURES: 78 (a) The Property may be subject to unpaid special assessment lien(s) imposed by a public body ("public body" does not include a 79 Condominium or Homeowners' Association). Such lien(s), if any, whether certified, confirmed and ratified, pending, or payable in installments, 80* as of Closing, shall be paid as follows fib by Seller at closing 0 by Buyer (If left blank, then Seller at Closing). If the amount of any 81 assessment to be paid by Seller has not been finally determined as of Closing, Seller shall be charged at Closing an amount equal to the 82 last estimate or assessment for the improvement by the public body 83 (b) Radon is a naturally occumng radioactive gas that when accumulated in a building in sufficient quantities may present health nsks to per- 84 sons who are exposed to it over time Levels of radon that exceed federal and state guidelines have been found in buildings rn Flonda 85 Additional information regarding radon or radon testing may be obtained from your County Public Health unit 86 (c) Mold is naturally occurring and may cause health nsks or damage to property If Buyer is concerned or desires additional information 87 regarding mold, Buyer should contact an appropnate professional 88 (d) Buyer acknowledges receipt of the Flonda Energy -Efficiency Rating Information Brochure required by Section 553 996, FS 89 (e) If the Real Property includes pre-1978 residential housing, then a lead -based paint rider is mandatory 90 (f) If Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act, the parties shall comply with that Act 91 (g) BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIA- 92 TION/COMMUNITY DISCLOSURE. 93 (h) PROPERTY TM DISCLOSURE SUMMARY BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT 94 OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE A CHANGE OF OWNER- 95 SHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES 96 IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION 97 XII. MAXIMUM REPAIR COSTS: DELETED 98* XIII. HOME WARRANTY: ❑ Seller 0 Buyer t t N/A will pay for a home warranty plan issued by 99* at a cost not to exceed $ 100* . j fropersti - _ . • _ _. < " 101 which to have such Inspections of the Property performed as Buyer shall : r r res service shall be made available by the 102 Seller during the Inspection Period; (b) Buyer shall be res • • • _ •r prompt payment for such Inspections and repair of damage 103 to and restoration of the Property resulting f • : • nspections and this provision (b) shall survive termination of this Contract; 104 and (c) if Buyer determines, In Bu = • e discretion, that the Property is not acceptable to Buyer, Buyer may cancel this Contract 105 by delivering facsimile or -n notice of such election to Seller prior to the expiration of the Inspection Period. 1f Buyer timely 106 cancels this Con - , he deposit(s) paid shall be immediately returned to Buyer; thereupon, Buyer and Seller shall be released of 107 al! further • : gations under this Contract, except as provided in this Paragraph XIV. Unless Buyer exercises the right to cancel 108 grant % vein, Buyer accepts the Property In its present physical condition, subject to any violation of governmental, building, 109 e. ronmental, and safety codes, restrictions or requirements and shall be responsible for any and all repairs and improvements 110 .. 111 XV. RIDERS; ADDENDA; SPECIAL CLAUSES; CHECK those nders which are applicable AND are attached to and made part of this Contract 112* 0 CONDOMINIUM 0 VA/FHA 0 HOMEOWNERS' ASSN 0 LEAD -BASED PAINT 0 COASTAL CONSTRUCTION CONTROL LINE 113* ❑ INSULATION 0 EVIDENCE OF TiTLE (SOUTH FLORIDA CONTRACTS) 0 Other Comprehensive Rider Provisions m Addenda 114* Special Clause(s) 116* See Addendum 116* 117* 118* 119* 120* 121* 122* 123* 124* 125* 126 XVI. "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS ("AS iS" Standards): Buyer and Seller acknowledge receipt of a copy 127 of "AS IS" Standards A through Z on the reverse side or attached, which are incorporated as part of this Contract FAR/BAR ASIS-2x Rev 2/08 ® 2008 Florida Association of REAL -rose and The Flonda Bar All Rights Reserved Page 2 of 5 128 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. 1F NOT FULLY UNDERSTOOD, 129 SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING, 130 THIS "AS IS" FORM HAS BEEN APPROVED BY THE FLORIDA ASSOCIATION OF REALTORS' AND THE FLORIDA BAR 131 Approval does not constitute an opinion that any of the terms and conditions in this Contract should be accepted by the parties in a 132 particular transaction Terms and conditions should be negotiated based upon the respective interests, objectives and bargaining 133 positions of all interested persons 134 AN ASTERISK(') FOLLOWING A UNE NUMBER IN THE MARGIN INDICATES THE UNE CONTAINS A BLANK TO BE COMPLETED 135' Southeast Overtown/Parkwest Community Dace Barry Mukamal as Chapter 7 Trustee Date 136 Redevelopment Agency Of the Estate of Larry Vincent Williams By 137' Pieter Bockwag, Executive Director By. 138 (ov 1 cnf tuA1 tl (bkuJ Hf tuAI tl 139' Buyers' address for purposes of notice Salters' address for purposes of notice 140* 141* Phone Phone 142 BROKERS; The brokers (including cooperating brokers, if any) named below are the only brokers entitled to compensation in connection with 143 this Contract N/A 144* Name N/A 146 Cooperating Brokers, if any Listing Broker FAR/BAR ASIS-2x Rev 2/08 ® 2008 Ronda Association of Renl.Totas" and The Fonda Bar All Rights Reserved Page 3 of 5 146 "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS 147 A. TITLE INSURANCE; The Title Commitment shall be issued by a Ronda licensed title insurer agreeing to issue Buyer, upon recording of the deed to Buyer, 148 en owner's policy of title insurance in the amount of the purchase pnce, insuring Buyer's marketable title to the Real Property, subject only to matters contained 149 in Paragraph VII and those to be discharged by Seller at or before Closing Marketable title shall be determined aocording to applioable Title Standards adopt- 150 ed by authority of The Florida Bar and in accordance with law Buyer shall have 5 days from date of receiving the Title Commitment to examine it, and if title is 151 found defective, notify Soller in wnting specifying defect(s) which render tale unmarketable Seller shall have 30 days from receipt of notice to remove the 152 defects, faring which Buyer shall, within 5 days after expiration of the 30 day penod, deliver wntten notice to Seller either (1) extending the time for a reason- 153 able penod not to exceed 120 days within which Seller shall use diligent effort to remove the defects, or (2) requesting a refund of deposits) paid which shall 154 be returned to Buyer If Buyer fails to Bo notify Seller, Buyer shall be deemed to have accepted the title as it then is Seller shall, if title is found unmarketable, 155 use diligent effort to correct defect(s) within the time provided if, after diligent effort, Seller is unable to timely correct the defects, Buyer shall either waive the 156 defects, or receive a refund of deposit(s), thereby releasing Buyer and Seller from all further obligations under this Contract If Seller is to provide the Title 157 Commitment and it is deiiverad to Buyer less than 5 clays pnor 10 Closing, Buyer may extend Closing so that Buyer shall have up to 5 days from date o! receipt 168 to examine same in accordance with this "AS IS" Standard 159 5. PURCHASE MONEY MORTGAGE; SECURITY AGREEMENT TO SELLER: A purchase money mortgage and mortgage note to Seller shall provide for a 160 30 day grace period In the event of default if a first mortgage and a 15 day grace period if a second or lesser mortgage, shall provide for right of prepayment 161 in whole or in part without penalty, shall permit acceleration in event of transfer of the Real Property, shall require ail pnor liens and encumbrances to be kept 162 in good standing, shalt forbid modifications of, or future advances under, prior mortgage(s), shall require Buyer to maintain policies of insurance containing a 163 standard mortgagee clause covering all improvements located on the Roal Property against fire and all peels included within the term °extended coverage 164 endorsements" and such other nsks and perils as Seller may reasonably require, in an amount equal to their highest insurable value, and the mortgage, note 165 and security agreement shall be otherwise in form and content required by Seller, but Seller may only require clauses and coverage customanly found in mort- 166 gages, mortgage notes and security agreements generally utilized by savings and loan institutions or state or national banks located in the county wherein the 167 Real Property is located All Personal Property and leases being conveyed or assigned will, at Seller's option, be subject to the lien of a security agreement evi- 168 deuced by recorded or filed financing statements or certificates of title If a balloon mortgage, the final payment will exceed the periodic payments thereon 169 C. SURVEY Buyer, at Buyer's expense, within time allowed to deliver evidence of tale and to examine same, may have the Real Property surveyed and carte 170 fied by a registered Flonda surveyor If the survey discloses encroachments on the Real Property or that improvements located thereon encroach on setback 171 lines, easements, lands of others or violate any restnctions, Contract covenants or applicable governmental regulations, the same shall constitute a title defect 172 D. WOOD DESTROYING ORGANISMS: DELETED 173 E, INGRESS AND EGRESS; Seller warrants and represents that there is ingress and egress to the Real Property sufficient for as intended use as described 174 in Paragraph VII hereof and tale to the Real Property is insurable in accordance with "AS IS" Standard A without exception for lack of legal nght of access 175 all at least 10 days before Closing, furnish to Buyer copies of all written leases and estoppel letters from each tenant s•ec 176 and duration of the tenants ocaanced rent and security deposits paid by tenant _ :: ... - n such letter from each ten 177 ant, the same information shall be furnished by Seller 10 Bu er wi nrit•u = = •■ ••r a orm of a Sellers affidavit, and Buyer may thereafter contact ten- 178 ant to confirm such inform ases differ matenally from Seller's representations, : - - • = • •ntract by dohverrng written 179 er at east 5 days pnor to Closing Seller shall, at Closing, deliver and assign all original leases to Buyer 180 G. LIENS: Seller shall furnish to Buyer at time of Closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statement, 181 claims of lien or potential honors known to Seller and further attesting that there have been no improvements or repairs to the Real Property for 90 days imme- 182 diately preceding date of Closing If the Real Property has been improved or repaired within that time, Seller shall deliver releases or waivers of construction 183 liens executed by all general contractors, subcontractors, suppliers and matenalmen in addition to Seller's lien affidavit setting forth the names of all such gen- 184 eral contractors, subcontractors, suppliers and matenalmen, further affirming that all charges for improvements or repairs which could serve as a basis for a 166 construction hen or a claim for damages have been paid or will be paid at the Closing of this Contract 186 H. PLACE OF CLOSING: Closing shall be held in the county wherein the Real Property is located at the office of the attorney or other closing agent ("Closing 187 Agent'') designated by the party paying for title insurance, or, if no title insurance, designated by Seller 188 I. TIME: Calendar days shell be used in computing time periods except penods of less than six (6) days, in which event Saturdays, Sundays and state or nation- 189 al legal holidays shall be excluded My time penods provided for herein which shall end on a Saturday, Sunday, or a legal holiday shall extend to 5 00 p m of the 190 next business day Time is of the essence in this Contract, 191 J, CLOSING DOCUMENTS: Seller shall furnish the deed, bill of sale, certificate of tale, . 1 B2 Buyer shall furnish mortgage, mortgage note, security agreement and financing statements 193 K. EXPENSES: Documentary stamps on the deed and recording of corrective instruments shall be paid by Seller All costs of Buyers loan (whether obtained 194 from Seller or third party), including, but not limited to, documentary stamps end intangible tax on the purchase money mortgage and any mortgage assumed, 195 mortgagee title insurance commitment with related fees, and recording of purchase money mortgage, deed and financing statements shall be paid by Buyer 196 Unless otherwise provided by law or nder to this Contract, charges for related closing services, title search, and closing fees (including preparation of closing 197 statement), shall be paid by the party responsible for furnishing the title evidence in accordance with Paragraph V 198 L, PRDRATION5; CREDITS; Taxes, assessments, rant, interest, insurance and other expenses of the Property shall be prorated through the day before Closing 199 Buyer shall have the option of taking over existing policies of insurance, if assumable, in which event premiums shall be prorated Cash at Closing shall be 200 increased or decreased as may be required by proration to be made through day prior to Closing, or occupancy, if occupancy occurs before Closing Advance 201 rent and secunty deposits will be credited to Buyer Escrow deposits held by mortgagee will be credited to Seller Taxes shall be prorated based on the current 202 year's lax with due allowance made for maximum allowable discount, homestead and other exemptions If Closing occurs at a date when the current year's mill- 203 age is not fixed and current year's assessment is available, taxes will be prorated based upon such assessment and pnor year's millage if current years assess- 204 ment is not available, then taxes will be prorated on pnor year's tax If there are completed improvements on the Real Property by January 1st of year of Closing, 205 which improvements were not in existence on January 1st of pnor year, then taxes shall be prorated based upon pnor year's mlllage and at en oqurtabio assess 206 meet to be agreed upon between the parties, tailing which, request shall be made to the County Property Appraiser for an informal assessment taking into 207 account available exemptions A tax proration based on an estimate shall, at request of either party, be readtusted upon receipt of current years tax bill 206 M. (RESERVED - purposely left blank) 209 N. INSPECTION AND REPAIR: DELETED 210 • • - • If, after the Effective Date, the Property is damaged by fire or other casualty ("Casualty Loss") before Closing and cosi of res 211 shall include the cost of prun - e • e • • • - a• ed trees) does nol exceed 1 5% of the Purchase Pnce, cost of c • - • = an o ligation of Seller and 212 Closing shall proceed pursuant to the terms of this Con r- • : •n is • • "•- = • osing, restoration Costs will be escrowed at Closing If 213 the cosi of restoration exceeds 1 5% of the Purc a - " - -" • , o er take t e - •. •.ether with the 1 5% or receive a refund of deposit(s) 214 thereby releasin. B - • • - • . i urther obligations under this Contract Seller's sole obligation with respec cesuafty or other natu- 215 - .".nce shall be the cost of pruning or removal 216 P. CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds If the title agent insures adverse matters pursuant to Section 627 7841, 217 F S , as amended, the escrow and closing procedure required by this "AS IS Standard shall be waived Unless waived as set forth above the following FAR/BAR ASIS-2x Rev 2/08 0 2008 Florida Association of REAi-mA5• and The Florida Bar Al Rights Reserved Page 4 of 5 218 21e closing procedures shall apply (1) all closing proceeds shall be held in escrow by the Closing Agent for a penod of not more than 6 days after Closing, (2) 220 If Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, within the 6 day penod, notify Seller in wnting of the defect and Seller shall 221 have 30 days from date of receipt of such notification to cure the defect, (3) if Seller fails to timely cure the defect, all deposits and closing funds shall, upon 222 written demand by Buyer and within 5 days after demand, be returned to Buyer and, simultaneously with such repayment, Buyer shall return the Personal 223 Property, vacate the Real Property and reconvey the Property to Seller by special warranty dead and bill of sale, and (4) if Buyer fails to make timely demand 224 for refund, Buyer shall take title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of war- 225 rarities contained in the deed or bill of sale 226 Q. ESCROW: Any Closing Agent or escrow agent (collectively "Agent") receiving funds or equivalent is authorized and agrees by acceptance of them to deposit 227 them promptly, hold same in escrow and, subject to clearance, disburse them in accordance Wrth terms and condrtiens of this Contract Failure of funds to 228 clear shall not excuse Buyer's performance If in doubt as to Agent's duties or liabilities under the provisions of this Contract, Agent may, at Agent's option, con- 229 tinue to hold the subject matter of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction shall 230 determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute An attorney who represents 231 a party and also acts as Agent may represent such party in such action Upon notifying all parties concerned of such action, all liabdiry on the part of Agent 232 shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow If a licensed real estate broker, Agent will comply with 233 provisions of Chapter 475, FS , as amended Any sue between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in 234 any suit wherein Agent interpteads the subject matter of the escrow, Agent shall recover reasonable attorney's teas and costs incurred with these amounts to 235 be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party The Agent shall not be liable 236 to any party or person for misdelivery to Buyer or Seller of items subject to the escrow, unless such misdelivery is due to willful breach of the provisions of this 237 Contract or gross negligence of Agent 238 -. = - -' ' - • an leiation, including breach, enforcement or interpretation, arising out of this Contract the 239 peon, which, for purposes of this "AS IS" Stan.eragency or nonagency relationships authorized by P40 , s - •e entitled to recover from the non -prevailing party reasonable attorney's ees, co • a • 241 S. FAILURE OF PERFORMANCE: If Buyer fails to perform this Contract within the time specified, including payment of ail deposits, the deposit(s) paid by 242 Buyer and deposrt(s) agreed to be paid, may be recovered and retained by and for the account of Seller as agreed upon liquidated damages, consideration for 243 the execution of this Contract and in full settlement of any claims, whereupon. Buyer and Seller shall be relieved of all obligations under this Contract, or Seller, 244 at Seller's option, may proceed in equity to enforce Seller's nghts under this Contract If for any reason other than failure of Seller to make Seller's title mar- 245 Ratable after diligent effort, Setter fails, neglects or refuses to perform this Contract, Buyer may seek specific performance or elect to receive the return of Buyer's 246 deposit(s) without thereby waiving any action for damages resulting from Seller's breech 247 T, CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; COPIES: Neither this Contract nor any notice of it shall be recorded in any public records 248 This Contract shall bind and inure to the benefit of the parties and their successors in interest Whenever the context permits, singular shall include plural and 249 one gender shall include all Notice and delivery given by or to the attomey or broker representing any party shall be as effective as If given by or to that party 250 All notices must be in writing and may be made by mad, personal delivery or electronic media A legible facsimile or electronic (including "pdf') copy of this 251 Contract and any signatures hereon shall be considered for all purposes as an original 252 U. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, personal representative's, or guardian's deed, as 253 appropriate to the status of Seller, subject only to matters contained in Paragraph VII and those otherwise accepted by Buyer Personal Property shall, at the 254 request of Buyer, be transferred by an absolute be of sale with warranty Of title, subject only to such matters as may be otherwise provided for herein 255 V. OTHER AGREEMENTS! No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract No mod- 266 ification to or chango in this Contract shall be valid or binding upon the parties unless in writing and executed by the parties intended tc be bound by rt 257 W. SELLER DISCLOSURE: (1) There are no facts known to Seller materially affecting the value o1 the Property whorl are not readily observable by Buyer or 258 which have not bean disclosed to Buyer, (2) Seller extends and intends no warranty and makes no representation of any type, either express or implled, 259 as to the physical condition or history of the Property; (3) 5e/ calved no written or verbal notice from any governmental entity or agency as 250 to a currently uncorrected building, environmental or safety code violation J3b1 knowledge of any repairs or improvements made to the 261 Property without compliance with governmental regulation which have not been disclosed to Buy Since the petition date, the Seller 262 NANCE; PROPERTY ACCESS; ASSIGNMENT OF CONTRACTS AND WARRANTIES Seller shall maintain the Pro 263 but not tinted to lawn, shrubbery, a + . • • • • •• existing as of Effective Date, ordinary wear and t •"• .y cepted Seller shell, upon 264 reasonable notice, provide utilities service and access to the Pro including e walk-through pnor to Closing, to confirm that 2c5 all sterns of Personal Propert ; r • • - • • • en • hat the Properly has been maintains• as • • • _ • . Standard Sailor will assign all 266 - : • • _ : • - r antreatment contracts and warranties to Buyer at Closing 257 Y. 1031 EXCHANGE: tl either Seller or Buyer wish to enter into a like -kind exchange (other stmuttaneous with Closing or deferred) with respect to the Property 268 under Section 1031 of the Internal Revenue Code ("Exchange"), the other party shall cooperate in all reasonable respects to effectuate the Exchange, inctud- 269 ing the execution of documents, provided (1) the cooperating party shall incur no liability or expense related to the Exchange and (2) the Closing shall not be 270 contingent upon, nor extended or delayed by, such Exchange 271 Z. BUYER WAIVER OF CLAIMS: Buyer waives any claims against Seiler and, to the extent permitted by law, against any real estate licensee Involved 272 in the negotiation of the Contract, for any defects or other damage that may exist at Closing of the Contract and be subsequently discovered by the 273 Buyer or anyone claiming by, through, under or against the Buyer. "AS IS" STANDARDS FOR REAL ESTATE TRANSACTIONS (CONTINUED) FAR/BAR ASIS-2x Rev 2/08 CD 2008 Florida Association of Re uORs` and The Florida Bar All Rights Reserved Page 5 of 6 ADDENDUM TO CONTRACT FOR SALE AND PURCHASE (THE "AGREEMENT") BY AND BETWEEN BARRY MUKAMAL AS CHAPTER 7 TRUSTEE OF THE BANKRUPTCY ESTATE OF LARRY VINCENT WILLIAMS AND SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY THIS ADDENDUM is made and entered into as of the _ day of January, 2012, by and between BARRY MUKAMAL AS CHAPTER 7 TRUSTEE OF THE BANKRUPTCY ESTATE OF LARRY VINCENT WILLIAMS (the "Seller") and SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY (the "Buyer"). 1. Inspection. A. Seller grants to Buyer and its agents, as well as contractors employed by or hired by Buyer, the right to enter the Property during normal business hours to do and perform such reasonable acts and things as Buyer deems necessary or appropriate, to make soil tests, borings, engineering studies, environmental tests, surveys and conduct any other tests and studies that Buyer deems appropriate. Buyer agrees to repair or restore promptly any damage to the Property caused by Buyer, its agents and contractors and restore same to its original condition. Buyer agrees to pay for all such work, labor and services that shall be performed and to obtain waivers of lien or paid bills therefore and shall indemnify and hold Seller harmless from any claims of any such persons. This provision shall survive the termination of the Agreement. B. Buyer shall have thirty (30) days from the Effective Date (the "Inspection Period") to inspect any and all matters concerning the Property which Buyer, in Buyer's sole discretion, deems significant, including, without irritation environmental matters, the condition of the improvements, soil conditions, ingress and egress and utilities. In the event that Buyer is not satisfied with the condition of the Property, in Buyer's sole discretion, on or prior to the expiration of the Inspection Period, Buyer shall have the option of either: (i) waiving the condition and Closing in accordance with the terms of the Agreement without reduction in the purchase price, or (ii) canceling the Agreement by written notice to Seller given on or prior to the end of the Inspection Period, in which event the Escrow Agent shall return the Deposit to Buyer, whereupon the parties shall be released from any further obligations under the Agreement except for those obligations contained in Section 1(A). C. Except as otherwise expressly provided herein, upon the expiration of the Inspection Period, Buyer shall be deemed to have accepted the Property in its present condition and shall be deemed to represent to Seller that it has concluded whatever studies, tests and investigations Buyer desires relating to the Property and the sale shall proceed on an "AS IS" condition, except with respect to such warranties and representations set forth in this Agreement. D. Buyer and Seller agree that the Property is being sold in "AS IS" "WHERE IS" and "WITH ALL FAULTS" condition. Buyer acknowledges and agrees that: "(i) it is purchasing the Property on an "AS IS" basis based on its own independent investigation thereof; (ii) that, except as expressly set forth in this Agreement, Seller has not made any warranties, representations or guaranties, expressed, implied or statutory, written or oral, including but not limited to, any implied warranty of merchantability or fitness for any use or purpose, concerning the Property; and (iii) that Seller has not made any such warranties, representations or guaranties with regard to any governmental limitation or restriction, or the absence thereof, pertaining to the Property, or with regard to the physical condition of the Property, including latent defects, environmental conditions or subsurface soil conditions. Except as otherwise expressly provided herein, Buyer agrees that the entire risk as to the quality and performance of the Property is with the Buyer. Except as otherwise expressly provided herein, should the Property prove defective, in any manner, Buyer and not Seller, assumes the entire cost of all necessary repairs of such defects. Except as otherwise expressly provided herein, Seller makes no representations or warranties as to any land use controls or other laws, rules, and regulations of any governmental agency having jurisdiction applicable to the Property. E. Except as required by applicable law, Buyer acknowledges and agrees that Seller shall be under no duty to make any affirmative disclosure regarding any matter which may be known to Seller or its officers, directors, contractors, agents or employees, and that it is relying solely upon its own Inspections of the Property and not upon any representations made to it by any person whomsoever. Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations, or repair to the Property. Buyer agrees and acknowledges that Buyer's obligations under this Agreement shall remain in full force and effect with Buyer having no right to delay the Closing or terminate this Agreement regardless of any facts or information learned by Buyer after the expiration of the Inspection Period, except as otherwise provided in this Agreement. F. Seller has not made and does not make in or by this Agreement any representation or warranty about the truth, reliability, accuracy, completeness, or enforceability of any materials, reports and other information about the Property given to Buyer, if any, prepared by any person or about the qualifications or expertise of any such person, and Buyer has not relied, and is not relying, upon Seller with respect to any such materials, reports and other information which may have been provided by or on behalf of Seller or otherwise. 2. Tenants. Seller shall delivery the Property to Buyer at Closing, free and clear of all tenancies. 3. Brokers. Buyer and Seller each represent and warrant to the other that no real estate brokers, salesmen or finders are involved in this transaction other than Jose Carlos Blanco of Realty World International Gateway (the "Broker") on behalf of the Seller. Seller shall pay the Broker pursuant to the terms of a separate agreement. If a claim for brokerage in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of Buyer, Buyer shall indemnify, defend and hold Seller and its officers, directors, agents and representatives and any of the brokers, harmless from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys' fees and court costs) with respect to said claim for brokerage. If a claim for brokerage in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of Seller (other than the above named Broker), Seller shall indemnify, defend and hold Buyer and its officers, directors, agents and representatives and any of the brokers, harmless from all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorneys' fees and 2 court costs) with respect to said claim for brokerage. This provision shall survive the termination of this Agreement. 4. Escrow Agent. The Deposit shall be held by the Escrow Agent, in trust on the terms hereinafter set forth: 4.1. If the Closing takes place under this Agreement, the Escrow Agent shall deliver the Deposit thereon to Seller. 4.2. Subject to the provisions of Section 5.4 below, if the Agreement is terminated in accordance with the terms hereof or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, the Escrow Agent shall deliver the Deposit to the party entitled thereto in accordance with the provisions of the Agreement. 4.3. It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. 4.4. The Escrow Agent is acting as stakeholder only with respect to the Deposit and the cash to close. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or the cash to close or as to whom the Deposit or cash to close is to be delivered, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit and/or the cash to close until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of the Closing date and diligently continued, the Escrow Agent may bring an appropriate action or proceeding to interplead the Deposit. Upon making delivery of the Deposit and/or the cash to close, the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or gross negligence. Buyer acknowledges that the Escrow Agent is counsel to Seller and can represent Seller hereunder in the event of any dispute hereunder, concerning the Deposit and/or the cash to close or otherwise, and Buyer waives any right to object to same. 5. Fire or Other Casualty., Condemnation. A. Seller agrees to give Buyer prompt notice of any fire or other casualty occurring at the Property between the date hereof and the date of the Closing provided for hereunder, or of any actual or threatened condemnation of all or part of the Property, or any appurtenance thereto, or of any actual, proposed or threatened modification or termination of the current access to or from the Property between the Effective Date and the date of the Closing. 3 B. If the Property is damaged by fire or other casualty prior to the Closing Buyer shall have no right to terminate this Agreement and the Closing shall take place as herein provided without abatement of the Purchase Price, and there shall be assigned to Buyer at the Closing all of Seller's interest in any insurance proceeds payable to Seller on account of any such fire or casualty, if any. Buyer acknowledges that Seller currently does not have any insurance with respect to the Property and Seller shall have no obligation to insure the Property. C. If prior to the Closing there shall occur the taking by condemnation of a portion of the Property, Buyer shall have no right to terminate this Agreement, but there shall be assigned to Buyer at the Closing all of Seller's interest in any condemnation awards which may be payable to Seller on account of any such condemnation. D. Except as otherwise expressly provided in this Section 5, all risk of loss or damage to the Property or any part thereof by fire or any casualty, from the date hereof until delivery of the deed provided for herein, shall remain on Seller. 6. Default. A. If Buyer, in breach of provisions of the Agreement, fails to conclude the transaction described herein, or otherwise fails to comply with any of the requirements on the part of the Buyer to be performed hereunder, and Seller is capable of performing hereunder, Seller may retain the Deposit as agreed upon and as liquidated damages as the result of such breach by the Buyer, whereupon the parties shall be released and relieved of all other and further obligations or liabilities hereunder except for the liabilities under Section 1(A) of this Addendum. It is agreed by the parties that such amount being paid to Seller is a fair and reasonable measure of the damages which will be suffered by Seller in the event of such default, the parties recognizing that Seller will, in such event, have relinquished potential offers from other parties to purchase the property, the parties recognizing that such occurrences cannot be subject to the ascertainment of any exact amount of damages. Said liquidated and agreed upon damages are, however, bona fide provisions for such and are not a penalty. B. If after the issuance of the Court Order, as hereinafter defined, authorizing the sale of the Property to Buyer pursuant to this Agreement, Seller defaults in the performance of its obligations under the Agreement, Buyer may elect to receive the return of the Deposit or, in the alternative, seek specific performance of the Agreement, Buyer, at Buyer's option and in Buyer's sole discretion, may waive any default by Seller and close pursuant to the Agreement. 7. Adjustments and Proration. The following items shall be prorated and adjusted as of Midnight of the day prior to the Closing Date or as otherwise provided herein: A. General real estate taxes for the year of closing relating to the Property and personal property taxes, if any, for the year of closing relating to the Personal Property, if any, shall be prorated as of midnight of the day preceding the Closing Date with due allowance for the maximum discount allowed by law. Buyer and Seller agree to readjust the tax prorations when the actual charges are determined. This provision shall survive closing. 4 B. Seller shall be entitled to the return of all utility deposits and other deposits with respect to the Property. Telephone, electric, gas, water charges and sewer charges shall not be adjusted. Seller shall make arrangements for final bills to be obtained from the applicable utility companies involved as of the Closing Date and Seller shall be responsible for all such bills. Buyer shall be responsible for making arrangements with all applicable utilities in connection with providing telephone, electric, gas, water and sewer services from and after the Closing, including without limitation paying all necessary deposits. Seller and Buyer shall coordinate their actions under this paragraph so that services provided to tenants are not disrupted. C. Certified liens for governmental improvements as of the end of the Inspection Period, if any, shall be paid in full by Seller out of the proceeds of the Sale upon Bankruptcy Court approval of proposed disbursements and pending liens for governmental improvements as of the end of the Inspection Period shall be assumed by Buyer. At Closing, Seller shall escrow the amount necessary to satisfy all government liens on the Property pending Bankruptcy Court approval of disbursements. "Certified" for this purpose shall be deemed to mean that the improvement has been substantially completed as of the end of the Inspection Period. D. Seller shall pay the State Documentary Stamps and the Surtax, if any, which is required to be affixed to the Deed and the cost to record any corrective documents. The cost of recording the Deed, the cost for the Survey, and the cost for the Owner's Title Policy shall be paid by Buyer. Each party shall bear the cost of the fees of their own respective attorneys and other professionals and the cost of their own respective performance under the Contract. E. All insurance policies with respect to the Property shall be cancelled on the Closing Date and not prorated. F. Seller shall deliver to Buyer all keys and building plans in Seller's possession, if any. Possession of the Property shall be given to Buyer at Closing. 8. Assignability. Buyer may assign this Agreement. 9. Break-up Fee: The parties acknowledge that Buyer has invested considerable time and expense in investigating the property and proceeding in this transaction. Accordingly, in the event this contract is signed by the Seller and Buyer is not the ultimate purchaser, Buyer shall be entitled to a "break up" fee in the amount of $ 1 0,000.00 from the funds of the bankruptcy estate and any sale proceeds of the Property to provide "stallting horse" bid protections to Buyer. 10. Bankruptcy Court Approval. Buyer acknowledges that the Contract is subject to Seller obtaining Bankruptcy Court approval authorizing the sale of the Property to Buyer free and clear of all liens and encumbrances (the "Court Order"). This Agreement is expressly subject to Seller obtaining the Court Order. If the Court Order is not obtained on or before February 29, 2012, Buyer's offer to purchase the property in accordance with this Agreement will be null and void and the Deposit, together with interest accrued thereon, shall be promptly returned to Buyer. Counsel for Seller will prepare appropriate sale documentation and bid procedures for Bankruptcy Court approval, wherein Buyer shall be identified as the Stalking Horse Bidder afforded all traditional Stalking Horse Bid Protections including a provision for the allowance of a "Break -Up Fee" in the amount of Ten Thousand and No/1 00 Dollars ($10,000) in 5 the event a Qualified Competing Bid is submitted for the purchase of the Property. Seller and Buyer each acknowledge and agree that the Bankruptcy Court will require an auction of the Property in order to determine the appropriate price for the sale of the Property. In that event, Buyer agrees to participate in such process, and in the event Buyer is not the successful bidder, Buyer acknowledges and agrees that this Agreement shall terminate and be null and void, except for the provisions of Section 9, above, and the Deposit, together with interest accrued thereon, shall be promptly returned to Buyer. 11. Effective Date. The Effective Date of the Contract will be the date that Seller executes this Agreement and provides Buyer with the fully executed Agreement. 12. Closing Date. The Closing Date shall be the later to occur of ten (10) business days after the end of the Inspection Period or ten (10) business days after the entry of the Court Order. 13. Notice. All notices, consents, approvals, waivers and elections which any party shall be required or shall desire to make or give under the Contract shall be in writing and shall be sufficiently made when hand -delivered, telecopied, or mailed by certified mail/return receipt requested with proper postage affixed, addressed: As to Seller: With a copy to: As to Buyer: With a copy to: Barry Mukamal, as Chapter 7 Trustee c/o Daniel Gold, Esq. Ehrenstein Charbonneau Calderin 501 Brickell Key Drive, 3`d Floor Miami, FL 33131 Fax: 305-722-2001 Daniel Gold, Esq. Ehrenstein Charbonneau Calderin 501 Brickell Key Drive, 3`d Floor Miami, FL 33131 Fax: 305-722-2001 Southeast Overtown/Park West Community Redevelopment Agency 49 NW 5th Street, Suite 100 Miami, FL 33128 Attention: Pieter Bockweg, Executive Director Fax: 305-679-6836 William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, FL 33131 Fax: 305-789-7799 6 As to Escrow Agent: Daniel Gold, Esq. Ehrenstein Charbonneau Calderin 501 Brickell Key Drive, 3rd Floor Miami, FL 33131 Fax: 305-722-2001 Or to such other address as any party hereto shall designate by like notice given to the other parties hereto. Notices, consents, approvals, waivers and elections given or made as aforesaid shall be deemed to have been given or received when hand -delivered, upon receipt of a telecopy, upon receipt or on the date delivery is refused if mailed certified mail/return receipt requested. 14. Ratification. Except as herein modified, Buyer and Seller hereby ratify and reaffirm all the terms and provisions of the Agreement. To the extent of a conflict between the terms and provisions of the Agreement and this Addendum, the terms and provisions of this Addendum shall control. 15. Counterparts. This Addendum may be executed in counterparts by the parties hereto and each shall be considered an original insofar as the parties are concerned by together said counterparts shall comprise only one agreement. IN WITNESS WHEREOF, Seller and Buyer have caused this Addendum to be executed on the date first above written. SELLER: BARRY MUKAMAL AS CHAPTER 7 TRUSTEE OF THE BANKRUPTCY ESTATE OF LARRY VINCENT WILLIAMS BUYER: SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY By: Pieter Bockweg, Executive Director 7 #10795714 V3