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HomeMy WebLinkAboutExhibit1* 2* 3 4 5 6 7* 8* 9* 10 11 12 together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and attached 13 wall-to-wall carpeting and flooring ("Real Property") unless specifically excluded in Paragraph 1(e) or by other terms 14 of this Contract. 15 (d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items which 16 are owned by Seller and existing on the Property as of the date of the initial offer are included in the purchase: 17 range(s)/oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), intercom, light fixture(s), drapery rods and 18 draperies, blinds, window treatments, smoke detector(s), garage door opener(s), security gate and other access 19 devices, and storm shutters/panels ("Personal Property"). 20* Other Personal Property items included in this purchase are: 21 22 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23* (e) The following items are excluded from the purchase: All personal property is excluded from this Contract. 24 "AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR PARTIES: Fannie Mae .. ("Seller"), and The City of Miami, a municipal corporation of the State of Florida ("Buyer"), agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property (collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale And Purchase and any riders and addenda ("Contract"): 1. PROPERTY DESCRIPTION: (a) Street address, city, zip: 735 SW 63rd CT, Miami, FL 33144-3722 (b) Property is located in: Miami -Dade County, Florida. Real Property Tax ID No.: 01-40-01-005-7090 (c) Real Property: The legal description is FAIRLAWN PB 8-83LOT 14 BLK 33 LOT SIZE IRREGULAR OR 18075-4504 0398 5 25 PURCHASE PRICE AND CLOSING 26* 2. PURCHASE PRICE (U.S. currency). $ 209,900.00 27* (a) Initial deposit to be held in escrow in the amount of (checks subject to COLLECTION) $ 10,500.00 28 The initial deposit made payable and delivered to "Escrow Agent" named below 29* (CHECK ONE): (i) [] accompanies offer or (ii) ❑ is to be made within (if left blank, 30 then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN OPTION (ii) 31 SHALL BE DEEMED SELECTED. 32* Escrow Agent Information: Name: Stewart Title 33* Address: 3401 W Cypress ST, FNMA Division 2 Floor, Tampa, FL 33607 34* Phone; 8883465910 E-mail: ReoFnmaClosing@Stewart.com Fax: 8008782520 35* (b) Additional deposit to be delivered to Escrow Agent within (if left blank, then 10) 36" days after Effective Date, $ 37 (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit") 38* (c) Financing: Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8 39* (d) Other: $ 40 (e) Balance to close (not including Buyer's closing costs, prepaids and prorations) by wire 41* transfer or other COLLECTED funds $ 199,400.00 42 NOTE: For the definition of "COLLECTION" or "COLLECTED" see STANDARD S. 43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 44* (a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before 45* , this offer shall be deemed withdrawn and the Deposit, if any, shall be returned to 46 Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the day the 47 counter-offer is delivered. 48 (b) The effective date of this Contract shall be the date when the last one of the Buyer and Seller has signed or initialed 49 and delivered this offer or final counter-offer ("Effective Date"). 5o 4. CLOSING DATE: Unless modified by other provisions of this Contract, the closing of this transaction shall occur and 51 the closing documents required to be furnished by each party pursuant to this Contract shall be delivered ("Closing") on 52* May 14, 2015 ("Closing Date"), at the time established by the Closing Agent. 53 5. EXTENSION OF CLOSING DATE: 54 (a) If Closing funds from Buyer's lender(s) are not available at time of Closing due to Truth In Lending Act (TILA) notice 55 requirements, Closing shall be extended for such period necessary to satisfy TILA notice requirements, not to 56 exceed 7 days. Buyer's Initials Page 1 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. 5 e rial#:. 020227.600142-4103791 ty 57 (b) If extreme weather or other condition or event constituting "Force Majeure" (see STANDARD G) causes: (i) 58 disruption of utilities or other services essential for Closing or (ii) Hazard, Wind, Flood or Homeowners' insurance, 59 to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days after restoration 60 of utilities and other services essential to Closing and availability of applicable Hazard, Wind, Flood or 61 Homeowners' insurance. If restoration of such utilities or services and availability of insurance has not occurred 62* within (if left blank, then 14) days after Closing Date, then either party may terminate this Contract by 63 delivering written notice to the other party, and Buyer shall be refunded the Deposit, thereby releasing Buyer and 64 Seller from all further obligations under this Contract. 65 6. OCCUPANCY AND POSSESSION: 66 (a) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of the 67 Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have removed all 68 personal items and trash from the Property and shall deliver all keys, garage door openers, access devices and 69 codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer assumes all risks of loss to the 70 Property from date of occupancy, shall be responsible and liable for maintenance from that date, and shall be 71 deemed to have accepted the Property in its existing condition as of time of taking occupancy. 72" (b) ❑ CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 73 subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the facts 74 and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall be 75 delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, that the 76 lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by delivery of 77 written notice of such election to Seller within 5 days after receipt of the above items from Seller, and Buyer shall be 78 refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract. Estoppel 79 Letter(s) and Seller's affidavit shall be provided pursuant to STANDARD D. If Property is intended to be occupied 80 by Seller after Closing, see Rider U. POST -CLOSING OCCUPANCY BY SELLER. 81* 7. ASSIGNABILITY: (CHECK ONE): Buyer ❑ may assign and thereby be released from any further liability under this 82* Contract; ❑ may assign but not be released from liability under this Contract; or 0 may not assign this Contract. 83 FINANCING 84 8. FINANCING: 85* ® (a) Buyer will pay cash or may obtain a loan for the purchase of the Property. There is no financing contingency to 86 Buyer's obligation to close . 87* ❑ (b) This Contract is contingent upon Buyer obtaining a written loan commitment for a ❑ conventional ❑ FHA ❑ VA 88" or ❑ other (describe) loan on the following terms within (if left blank, then 30) days after 89* Effective Date ("Loan Commitment Date") for (CHECK ONE): ❑ fixed, ❑ adjustable, ❑ fixed or adjustable rate loan in 90* the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed % (if left blank, then prevailing 91* rate based upon Buyer's creditworthiness), and for a term of (if left blank, then 30) years ("Financing"). 92• Buyer shall make mortgage loan application for the Financing within (if left blank, then 5) days after Effective 93 Date and use good faith and diligent effort to obtain a written loan commitment for the Financing ("Loan Commitment") 94 and thereafter to close this Contract. Buyer shall keep Seller and Broker fully informed about the status of mortgage 95 loan application and Loan Commitment and authorizes Buyer's mortgage broker and Buyer's lender to disclose such 96 status and progress to Seller and Broker. 97 98 Upon Buyer's receipt of Loan Commitment, Buyer shall provide written notice of same to Seller. If Buyer does not 99 receive Loan Commitment by Loan Commitment Date, then thereafter either party may cancel this Contract up to the 10o earlier of: 101 (i.) Buyer's delivery of written notice to Seller that Buyer has either received Loan Commitment or elected to 102 waive the financing contingency of this Contract; or 103 (ii.) 7 days prior to Closing Date. 104 If either party timely cancels this Contract pursuant to this Paragraph 8 and Buyer is not in default under the terms of 105 this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under 106 this Contract. If neither party has timely canceled this Contract pursuant to this Paragraph 8, then this financing 107 contingency shall be deemed waived by Buyer. 108 If Buyer delivers written notice of receipt of Loan Commitment to Seller and this Contract does not thereafter close, the 109 Deposit shall be paid to Seller unless failure to close is due to: (1) Seller's default; (2) Property related conditions of the 110 Loan Commitment have not been met (except when such conditions are waived by other provisions of this Contract); (3) 111 appraisal of the Property obtained by Buyer's lender is insufficient to meet terms of the Loan Commitment; or (4) the 112 loan is not funded due to financial failure of Buyer's lender, in which event(s) the Deposit shall be returned to Buyer, 113 thereby releasing Buyer and Seller from all further obligations under this Contract. Buyer's Initials Page 2 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors® and The Florida Bar. All rights reserved. S e rla I#: 020227.600142.4103791 114* ❑ (c) Assumption of existing mortgage (see rider for terms). 115" ❑ (d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms). 116 CLOSING COSTS, FEES AND CHARGES 117 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 118 (a) COSTS TO BE PAID BY SELLER: 119 • Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees 120 • Owner's Policy and Charges (if Paragraph 9(c) (i) is checked) • Recording and other fees needed to cure title 121 • Title search charges (if Paragraph 9(c) (iii) is checked) • Seller's attorneys' fees 122* • Municipal lien search (if Paragraph 9(c) (i) or (iii) is checked) • Other: 123 If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 a 124 sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at Closing. If 125 actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall pay such actual 126 costs. Any unused portion of escrowed amount(s) shall be returned to Seller. 127 (b) COSTS TO BE PAID BY BUYER: 128 • Taxes and recording fees on notes and mortgages • Loan expenses 129 • Recording fees for deed and financing statements • Appraisal fees 130 •'Owner's Policy and Charges (if Paragraph 9(c)(ii) is checked) • Buyer's Inspections 131 • Survey (and elevation certification, if required) • Buyer's attorneys' fees 132 • Lender's title policy and endorsements • All property related insurance 133 • HOA/Condominium Association application/transfer fees • Owner's Policy Premium (if Paragraph 134 • Municipal lien search (if Paragraph 9(c) (ii) is checked) 9 (c) (iii) is checked.) 135* Other: 436* (c) N e 437. 483. 439 448 141 442. 443 444 145 446 447= 448 149* 150 151 152 153* 154 155 (d) 156 157 158* (e) 159* 160 161 162 (f) 163 164 165 166 167 168* 169 170* 171 t is..ucd by a F4&rida"-lieeosed itie ;-c .re , :t giblc copies •f inotrurneRtee iat d as If f title-iacuran co (see e Buyer. If Selleric-•y of title inouranoe eetiNfe--9a (CHECK-ONE)4 ❑ (-Selller hail €ieeigaaat tesing-Agent-and-pay-fer-Gwaae liey®ancl-Gaarges ut-net-ineludi g-ehar-ges fer dosing services related to Buyer's lender's policy and endorsements and loan closing, which amounts hall be paid by Buyer to Closing Agent or ouch other providcr(c) as Buyer may select er ❑ (ii) Buyer shall dcsignatc Giesing Agent-and--pay-•far-0wner's-Policy a -ges for Cri0.8ing aerviees rc at ed--te r uy is lender's policy, -nderserricnt..,, and dean•eteai er ❑ ¢tii)-[d I Mt DADEIBRoW D-REGIONAL VISION}wetter-shall-fur-raisia eepy of a prier-owner's--peliey-of title insurance of'otheF-evideweee-ef-tttle and-{aay-fees-fer ace tieuatiera-er-update-el-sueh-title-evideneerwhieh ie-aeeept ile-te-Buyer's-title-ineur-ar ee•-uaderwritor'fer reissue-ef-oever-age (&)-taac search ad-(C)--waunie pal -Lion, see rch-t uyershatt tairy-awed-pay-far--pest Cledirag-eeratirauatieaa®and-psemkraa-ferBuyer's eweer's-potiey-an 4f appllieaele,—Ewers-lenders pelley eiier hall-net-bo- laRgated te-pay}-more-than $-(tfleft®blank, thel $2,00 9Q)-fer-abstraet dentinuatien-ertitle-aea eke ordered-er-performed-by-6losin ent- SURVEY: At least 5 days prior to Closing, Buyer may, at Buyer's expense, have the Real Property surveyed and certified by a registered Florida surveyor ("Survey"). If Seller has a survey covering the Real Property, a copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. HOME WARRANTY: At Closing, ❑Buyer ❑ Seller 0 N/A shall pay for a home warranty plan issued by at a cost not to exceed $ . A home warranty plan provides for repair or replacement of many of a home's mechanical systems and major built-in appliances in the event of breakdown due to normal wear and tear during the agreement's warranty period. SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (i) the full amount of liens imposed by a public body ("public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and ratified before Closing; and (ii) the amount of the public body's most recent estimate or assessment for an improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may be paid in installments (CHECK ONE): O (a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing. Installments prepaid or due for the year of Closing shall be prorated. ❑ (b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. Buyer's Initials Page 3 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. S e ri e I #: 0 20227.6 0 0142.410 3791 for 172 This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district (CDD) 173 pursuant to Chapter 190, F.S., which lien shall be prorated pursuant to STANDARD K, 174 DISCLOSURES 175 10. DISCLOSURES: 176 (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient 177 quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal 178 and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon 179 testing may be obtained from your county health department. 180 (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller 181 does not know of any improvements made to the Property which were made without required permits or made 182 pursuant to permits which have not been properly closed. 183 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or 184 desires additional information regarding mold, Buyer should contact an appropriate professional. 185 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood zone 186 the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to improving 187 the Property and rebuilding in the event of casualty. If Property is in a "Special Flood Hazard Area" or "Coastal 188 Barrier Resources Act" designated area or otherwise protected area identified by the U.S. Fish and Wildlife Service 189 under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and /or flood insurance 190 rating purposes is below minimum flood elevation or is ineligible for flood insurance coverage through the National 191 Flood Insurance Program or private flood insurance as defined in 42 U.S.C. §4012a, Buyer may terminate this 192* Contract by delivering written notice to Seller within (if left blank, then 20) days after Effective Date, and 193 Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this 194 Contract, failing which Buyer accepts existing elevation of buildings and flood zone designation of Property. The 195 National Flood Insurance Program may assess additional fees or adjust premiums for pre -Flood Insurance Rate 196 Map (pre -FIRM) non -primary structures (residential structures in which the insured or spouse does not reside for at 197 least 50% of the year) and an elevation certificate may be required for actuarial rating. 198 (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy -Efficiency Rating Information Brochure 199 required by Section 553.996, F.S. 200 (f) LEAD -BASED PAINT: If Property includes pre-1978 residential housing, a lead -based paint disclosure is 201 mandatory. 202 (g) HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 203 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIATION/COMMUNITY 204 DISCLOSURE, IF APPLICABLE. 205 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 206 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO 207 PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 208 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER 209 PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY 210 PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 211 (i) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a "foreign person" as defined by the 212 Foreign Investment in Real Property Tax Act ("FIRPTA"). Buyer and Seller shall comply with FIRPTA, which may 213 require Seller to provide additional cash at Closing. If Seller is not a "foreign person", Seller can provide Buyer, at or 214 prior to Closing, a certification of non -foreign status, under penalties of perjury, to inform Buyer and Closing Agent 215 that no withholding is required. See STANDARD V for further information pertaining to FIRPTA. Buyer and Seller 216 are advised to seek legal counsel and tax advice regarding their respective rights, obligations, reporting and 217 withholding requirements pursuant to FIRPTA. 218 (j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are not 219 readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding sentence, 220 Seller extends and intends no warranty and makes no representation of any type, either express or implied, as to 221 the physical condition or history of the Property. Except as otherwise disclosed in writing Seller has received no 222 written or verbal notice from any governmental entity or agency as to a currently uncorrected building, 223 environmental or safety code violation, 224 PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 225 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the Property, 226 including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date ("AS IS 227 Maintenance Requirement"). Buyer's Initials Page 4 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. 5 e ria I#: 020227.600142.4103791 implicit 228 12. PROPERTY INSPECTION; RIGHT TO CANCEL: 229" (a) PROPERTY INSPECTIONS AND RIGHT TO CANCEL: Buyer shall have 15 (if left blank, then 15) days 230 after Effective Date ("Inspection Period") within which to have such inspections of the Property performed 231 as Buyer shall desire during the Inspection Period. If Buyer determines, in Buyer's sole discretion, that the 232 Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering written notice of such 233 election to Seller prior to expiration of Inspection Period. If Buyer timely terminates this Contract, the 234 Deposit paid shall be returned to Buyer, thereupon, Buyer and Seller shall be released of all further 235 obligations under this Contract; however, Buyer shall be responsible for prompt payment for such 236 inspections, for repair of damage to, and restoration of, the Property resulting from such inspections, and 237 shall provide Seller with paid receipts for all work done on the Property (the preceding provision shall 238 survive termination of this Contract). Unless Buyer exercises the right to terminate granted herein, Buyer 239 accepts the physical condition of the Property and any violation of governmental, building, environmental, 240 and safety codes, restrictions, or requirements, but subject to Seller's continuing AS IS Maintenance 241 Requirement, and Buyer shall be responsible for any and all repairs and improvements required by Buyer's 242 lender. 243 (b) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior to 244 time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and follow-up 245 walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal Property are on the 246 Property and to verify that Seller has maintained the Property as required by the AS IS Maintenance Requirement 247 and has met all other contractual obligations. 248 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's inspection of 249 the Property identifies open or needed building permits, then Seller shall promptly deliver to Buyer all plans, written 250 documentation or other information in Seller's possession, knowledge, or control relating to improvements to the 251 Property which are the subject of such open or needed Permits, and shall promptly cooperate in good faith with 252 Buyer's efforts to obtain estimates of repairs or other work necessary to resolve such Permit issues. Seller's 253 obligation to cooperate shall include Seller's execution of necessary authorizations, consents, or other documents 254 necessary for Buyer to conduct inspections and have estimates of such repairs or work prepared, but in fulfilling 255 such obligation, Seller shall not be required to expend, or become obligated to expend, any money. 256 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and cost, 257 Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties to Buyer. 258 ESCROW AGENT AND BROKER 259 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds and 260 other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow within the 261 State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this Contract. 262 Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting demands for the 263 Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such actions 264 permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties or liabilities under this 265 Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow until the parties agree to its 266 disbursement or until a final judgment of a court of competent jurisdiction shall determine the rights of the parties, or 267 Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents 268 a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such 269 action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously 270 delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as 271 amended and FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow 272 disbursement order. 273 Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in 274 any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable attorney's 275 fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent shall not be 276 liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is due to Agent's willful 277 breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing or termination of this 278 Contract. 279 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, square 280 footage, and all other facts and representations made pursuant to this Contract and to consult appropriate professionals 281 for legal, tax, environmental, and other specialized advice concerning matters affecting the Property and the transaction 282 contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the Property and that all 283 representations (oral, written or otherwise) by Broker are based on Seller representations or public records. BUYER 284 AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES 285 FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECT 286 PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) OF BROKER. Buyer's Initials Page 5 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors"4nd The Florida Bar, All rights reserved. Serlal#: 020227.600142.4103791 287 tally s • nifyi darn-nifies, holds harmloss, and releases 288 8trokor and Bre eels -officers, dirootors, agonts a+a ' y Vie; -including all costs 289 l--1 eufred.. by--groker--a 290 directors, agonts and employees in connection with or a da or causes of action linen+ --by 291 Dyer or Seller based on: (i) inaccuracy of in-fermation-previded ublic rocordsi-(11). 292 lrtdena re--te perform contractual obligatio s (+ii)-BreRor's porformance, at 293 leder 294 includi g B oka's-refer,al re emmondation or rotontier+ of any vonde -far;-er-e ng Pa 295 }red4:Fets-er SerW6es- ar-ovid@d--by-arlj/-sl4Gll—�F�1lde If ef,,,lnrt enlni a PUrty-t,,"d (v) oxsenses ineurred-by 296 ally-stueh—tender:• Buyer and Seiler each assumes full responsibility for selecting and compensating their respective 297 vendors and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will 298 not relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, 299 Broker will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract. 300 DEFAULT AND DISPUTE RESOLUTION 301 15. DEFAULT: 302 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, including 303 payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit for the 304 account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and in full 305 settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under this 306 Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's rights 307 under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall be split 308 equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker's share shall not be 309 greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker. 310 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after reasonable 311 diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, Buyer may elect to 312 receive return of Buyer's Deposit without thereby waiving any action for damages resulting from Seller's breach, 313 and, pursuant to Paragraph 16, may seek to recover such damages or seek specific performance. 314 This Paragraph 15 shall survive Closing or termination of this Contract. 315 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and Seller 316 arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute") will be settled as 317 follows: 318 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 319 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 320 16(b). 321 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 322 Rules for Certified and Court -Appointed Mediators and Chapter 44, F.S., as amended (the "Mediation Rules"). The 323 mediator must be certified or must have experience in the real estate industry. Injunctive relief may be sought 324 without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 may be 325 resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 16 shall 326 survive Closing or termination of this Contract. 327 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted by 328 this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in 329 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover 330 from the non -prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting the litigation. 331 This Paragraph 17 shall survive Closing or termination of this Contract. 332 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 333 18. STANDARDS: 334 A. TITLE: 335 (i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in Paragraph 336 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall be issued and 337 delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at or before Closing 338 and shall provide that, upon recording of the deed to Buyer, an owner's policy of title insurance in the amount of the 339 Purchase Price, shall be issued to Buyer insuring Buyer's marketable title to the Real Property, subject only to the 340 following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, prohibitions and 341 requirements imposed by governmental authority; (b) restrictions and matters appearing on the Plat or otherwise 342 common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of entry; (d) unplatted 343 public utility easements of record (located contiguous to real property lines and not more than 10 feet in width as to rear 344 or front lines and 7 1/2 feet in width as to side lines); (e) taxes for year of Closing and subsequent years; and (f) Buyer's Initials Page 6 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. Serial#: 020227.600142 4103791 form STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 345 assumed mortgages and purchase money mortgages, if any (if additional items, attach addendum); provided, that, none 346 prevent use of Property for RESIDENTIAL PURPOSES. If there exists at Closing any violation of items identified in (b) 347 — (f) above, then the same shall be deemed a title defect. Marketable title shall be determined according to applicable 348 Title Standards adopted by authority of The Florida Bar and in accordance with law. 349 (ii) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify Seller in 350 writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and it is delivered 351 to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days after date of receipt to 352 examine same in accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") after receipt of Buyer's 353 notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify Seller, Buyer shall be deemed to 354 have accepted title as it then is. If Seller cures defects within Cure Period, Seller will deliver written notice to Buyer (with 355 proof of cure acceptable to Buyer and Buyer's attorney) and the parties will close this Contract on Closing Date (or if 356 Closing Date has passed, within 10 days after Buyer's receipt of Seller's notice). If Seller is unable to cure defects 357 within Cure Period, then Buyer may, within 5 days after expiration of Cure Period, deliver written notice to Seller: (a) 358 extending Cure Period for a specified period not to exceed 120 days within which Seller shall continue to use 359 reasonable diligent effort to remove or cure the defects ("Extended Cure Period"); or (b) electing to accept title with 360 existing defects and close this Contract on Closing Date (or if Closing Date has passed, within the earlier of 10 days 361 after end of Extended Cure Period or Buyer's receipt of Seller's notice), or (c) electing to terminate this Contract and 362 receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. If 363 after reasonable diligent effort, Seller is unable to timely cure defects, and Buyer does not waive the defects, this 364 Contract shall terminate, and Buyer shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all 365 further obligations under this Contract. 366 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon encroach 367 on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable governmental 368 regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of such matters, 369 together with a copy of Survey, to Seiler within 5 days after Buyer's receipt of Survey, but no later than Closing. If Buyer 370 timely delivers such notice and Survey to Seller, such matters identified in the notice and Survey shall constitute a title 371 defect, subject to cure obligations of STANDARD A above. If Seller has delivered a prior survey, Seller shall, at Buyer's 372 request, execute an affidavit of "no change" to the Real Property since the preparation of such prior survey, to the 373 extent the affirmations therein are true and correct. 374 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to the 375 Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of access. 376 D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 377 tenants)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security deposits 378 paid by tenant(s) or occupant(s)("Estoppel Letters)"). If Seller is unable to obtain such Estoppel Letter(s) the same 379 information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit and Buyer may 380 thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or Seller's affidavit, if any, 381 differ materially from Seller's representations and lease(s) provided pursuant to Paragraph 6, or if tenant(s)/occupant(s) 382 fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice to Seller within 5 days after receipt of such 383 information, but no later than 5 days prior to Closing Date, terminating this Contract and receive a refund of the Deposit, 384 thereby releasing Buyer and Seller from all further obligations under this Contract. Seller shall, at Closing, deliver and 385 assign all leases to Buyer who shall assume Seller's obligations thereunder. 386 E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing statement, 387 claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or repairs to the Real 388 Property for 90 days immediately preceding Closing Date. If the Real Property has been improved or repaired within 389 that time, Seller shall deliver releases or waivers of construction liens executed by all general contractors, 390 subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth names of all such general 391 contractors, subcontractors, suppliers and materialmen, further affirming that all charges for improvements or repairs 392 which could serve as a basis for a construction lien or a claim for damages have been paid or will be paid at Closing. 393 F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. 394 Other than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or dates 395 specified in this Contract, whether preprinted, handwritten, typewritten or inserted herein, which shall end or occur on a 396 Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 5:00 p.m. (where the Property is 397 located) of the next business day. 398 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable 399 to each other for damages so long as performance or non-performance of the obligation is delayed, caused or 400 prevented by Force Majeure. "Force Majeure" means: hurricanes, earthquakes, floods, fire, acts of God, unusual 401 transportation delays, wars, insurrections, acts of terrorism, and any other cause not reasonably within control of Buyer 402 or Seller, and which, by: exercise of reasonable diligent effort, the non -performing party is unable in whole or in part to 403 prevent or overcome. All time periods, including Closing Date, will be extended for the period that the Force Majeure 404 prevents performance under this Contract, provided, however, if such Force Majeure continues to prevent performance Buyer's Initials Page 7 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. Serlal#: 020227-800142.4103791 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 405 under this Contract more than 14 days beyond Closing Date, then either party may terminate this Contract by delivering 406 written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all 407 further obligations under this Contract. 408 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, personal 409 representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters described in 410 STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be transferred by absolute 411 bill of sale with warranty of title, subject only to such matters as may be provided for in this Contract. 412 I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: 413 (I) LOCATION: Closing will take place in the county where the Real Property is located at the office of the attorney or 414 other closing agent ("Closing Agent") designated by the party paying for the owner's policy of title insurance, or, if no 415 title insurance, designated by Seller. Closing may be conducted by mail or electronic means. 416 (ii) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of sale, 417 certificate(s) of title or other documents necessary to transfer title to the Property, construction lien affidavit(s), owner's 418 possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid receipts for all 419 work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable the survey, flood 420 elevation certification, and documents required by Buyer's lender. 421 (iii) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment 422 provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 423 procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all closing 424 funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 425 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide for 426 insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following escrow and 427 closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent for a period of not 428 more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault of Buyer, Buyer shall, 429 within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days from date of receipt of such 430 notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit and all Closing funds paid by Buyer 431 shall, within 5 days after written demand by Buyer, be refunded to Buyer and, simultaneously with such repayment, 432 Buyer shall return the Personal Property, vacate the Real Property and re -convey the Property to Seller by special 433 warranty deed and bill of sale; and (4) if Buyer fails to make timely demand for refund of the Deposit, Buyer shall take 434 title as is, waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of 435 warranties contained in the deed or bill of sale. 436 K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as of the 437 day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes (including 438 special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents and other 439 expenses of Property. Buyer shall have option of taking over existing policies of insurance, if assumable, in which event 440 premiums shall be prorated. Cash at Closing shall be increased or decreased as may be required by prorations to be 441 made through day prior to Closing. Advance rent and security deposits, if any, will be credited to Buyer. Escrow 442 deposits held by Seller's mortgagee will be paid to Seller. Taxes shall be prorated based on current year's tax with due 443 allowance made for maximum allowable discount, homestead and other exemptions. If Closing occurs on a date when 444 current year's millage is not fixed but current year's assessment is available, taxes will be prorated based upon such 445 assessment and prior year's millage. If current year's assessment is not available, then taxes will be prorated on prior 446 year's tax. If there are completed improvements on the Real Property by January 1st of year of Closing, which 447 improvements were not in existence on January 1st of prior year, then taxes shall be prorated based upon prior year's 448 millage and at an equitable assessment to be agreed upon between the parties, failing which, request shall be made to 449 the County Property Appraiser for an informal assessment taking into account available exemptions. A tax proration 450 based on an estimate shall, at either party's request, be readjusted upon receipt of current year's tax bill. This 451 STANDARD K shall survive Closing. 452 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller shall, 453 upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, including a walk- 454 through (or follow-up walk-through if necessary) prior to Closing. 455 M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is damaged by fire or other casualty 456 ("Casualty Loss") and cost of restoration (which shall include cost of pruning or removing damaged trees) does not 457 exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed pursuant 458 to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated cost to 459 complete restoration (not to exceed 1.5% of Purchase Price), will be escrowed at Closing. If actual cost of restoration 460 exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase Price). Any 461 unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of Purchase Price, 462 Buyer shall elect to either take Property "as is" together with the 1.5%, or receive a refund of the Deposit, thereby 463 releasing Buyer and Seller from all further obligations under this Contract. Seller's sole obligation with respect to tree 464 damage by casualty or other natural occurrence shall be cost of pruning or removal. Buyer's Initials Page 8 of 11 Seller's Initials FlorldaRealtors/FloridaBar-ASIS-3 Rev.9/14 ©2014 Florida Realtors®and The Florida Bar. All rights reserved. Se4aI#: 020227.600142-4103791 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED N. 4034—EXOWANGE: I ither-••Set r {mot c (e+iiier it a C1a Pee O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice and delivery given by or to the attorney or broker (including such broker's real estate licensee) representing any party shall be as effective as if given by or to that party. All notices must be in writing and may be made by mail, personal delivery or electronic (including "pdf') media. A facsimile or electronic (including "pdf') copy of this Contract and any signatures hereon shall be considered for all purposes as an original. This Contract may be executed by use of electronic signatures, as determined by Florida's Electronic Signature Act and other applicable laws. P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or change in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties intended to be bound by it. Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or rights. R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten or handwritten provisions shall control all printed provisions of this Contract in conflict with them. S. COLLECTION or COLLECTED: "COLLECTION" or "COLLECTED" means any checks tendered or received, including Deposits, have become actually and finally collected and deposited in the account of Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents may be delayed by Closing Agent until such amounts have been COLLECTED in Closing Agent's accounts. T. LOAN COMMITMENT: "Loan Commitment" means a statement by the lender setting forth the terms and conditions upon which the lender is willing to make a particular mortgage loan to a particular borrower. Neither a pre -approval letter nor a prequalification letter shall be deemed a Loan Commitment for purposes of this Contract . U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall He in the county where the Real Property is located. V. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): If a seller of U.S. real property is a "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires the buyer of the real property to withhold 10% of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate from the IRS authorizing a reduced amount of withholding. Due to the complexity and potential risks of FIRPTA, Buyer and Seller should seek legal and tax advice regarding compliance, particularly if an "exemption" is claimed on the sale of residential property for $300,000 or less. (i) No withholding is required under Section 1445 if the Seller is not a "foreign person," provided Buyer accepts proof of same from Seller, which may include Buyer's receipt of certification of non -foreign status from Seller, signed under penalties of perjury, stating that Seller is not a foreign person and containing Seller's name, U.S. taxpayer identification number and home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer shall withhold 10% of the amount realized by Seller on the transfer and timely remit said funds to the IRS. (ii) If Seller has received a Withholding Certificate from the IRS which provides for reduced or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the reduced sum, if any required, and timely remit said funds to the IRS. (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been received as of Closing, Buyer shall, at Closing, withhold 10% of the amount realized by Seller on the transfer and, at Buyer's option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement. (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for disbursement in accordance with the final determination of the IRS, as applicable. Buyer's Initials Page 9 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. Seri a I#: 020227.600142.4103791 ty 525 526 527 528 529 530 531 532 533 534 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seiler copies of IRS Forms 8288 and 8288-A, as filed. W. RESERVED X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller and against any real estate licensee involved in the negotiation of this Contract for any damage or defects pertaining to the physical condition of the Property that may exist at Closing of this Contract and be subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. This provision does not relieve Seller's obligation to comply with Paragraph 100). This Standard X shall survive Closing. ADDENDA AND ADDITIONAL TERMS 535 19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into this 536* Contract (Check if applicable): 537* 538 539 540 541 542 543 544 545 546 547 548 549 550 551 552 553 554 ❑ A. ❑ B. ❑ C. El D. ❑ E. ❑ F. ❑ G. ❑ H. ❑I. ❑ J. ❑ K. ❑ L. Condominium Rider Homeowners' Assn. Seller Financing Mortgage Assumption FHA/VA Financing Appraisal Contingency Short Sale Homeowners'/Flood Ins. RESERVED Interest -Bearing Acct. RESERVED RESERVED ❑ M. ❑ N. ❑O. ❑ P. ❑ Q. ❑ R. ❑ S. ❑ T. ❑ U. ❑ V. ❑ W. Defective Drywall Coastal Construction Control Line Insulation Disclosure Lead Based Paint Disclosure (Pre-1978 Housing) Housing for Older Persons Rezoning Lease Purchase/ Lease Option Pre -Closing Occupancy by Buyer Post -Closing. Occupancy by Seller Sale of Buyer's Property Back-up Contract ❑ X. Kick -out Clause ❑ Y, Seller's Attorney Approval ❑ Z. Buyer's Attorney Approval ❑ AA.Licensee-Personal Interest in Property ❑ BB. Binding Arbitration ❑ Other 20. ADDITIONAL TERMS: Pursuant to Section 28 of the Real Estate Purchase Addendum, this document is subject to all terms and conditions set forth in the Real Estate Purchase Addendum. COUNTER-OFFER/REJECTION 555* ❑ Seller counters Buyer's offer (to accept the counter-offer, Buyer must sign or initial the counter -offered terms and deliver 556 a copy of the acceptance to Seller). 557* ❑ Seller rejects Buyer's offer. 558 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF 559 AN ATTORNEY PRIOR TO SIGNING. 56o THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. 561 Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the terms and 562 conditions in this Contract should be accepted by the parties in a particular transaction. Terms and conditions should be 563 negotiated based upon the respective interests, objectives and bargaining positions of all interested persons. Buyer's Initials Page 10 of 11 Seller's Initials FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors°and The Florida Bar. All rights reserved. Serial#: 020 227.60 0142.410 3791 564 AN ASTERISK (*) FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO BE 565 COMPLETED, 566 567 see attached signature page 568* Buyer: Date: 569 570 571 572 573* Buyer: Date: 574 575 576 577 578* Seller: Date: 579 580 581 582 583* Seller: Date: 584 585 Buyer's address for purposes of notice Seller's address for purposes of notice 586* 587* 588* 589 590 BROKER: Listing and Cooperating Brokers, if any, named below (collectively, "Broker"), are the only Brokers entitled to 591 compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct Closing Agent to 592 disburse at Closing the full amount of the brokerage fees as specified in separate brokerage agreements with the parties 593 and cooperative agreements between the Brokers, except to the extent Broker has retained such fees from the escrowed 594 funds. This Contract shall not modify any MLS or other offer of compensation made by Seller or Listing Broker to 595 Cooperating Brokers. 596 597* Raul R Estrada 598 Cooperating Sales Associate, if any Listing Sales Associate 599 600* DASH - A Real Estate Company 601 Cooperating Broker, if any Listing Broker Page 11 of 11 FloridaRealtors/FloridaBar-ASIS-3 Rev.9/14 © 2014 Florida Realtors®and The Florida Bar. All rights reserved. S eria I#: 051495.500142.6084881 ph "PURCHASER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida By: Daniel J. Alfonso, City Manager Date: ATTEST: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney STATE OF FLORIDA) COUNTY OF MIAMI-DADE) Ann -Marie Sharpe, Director Risk Management Administrator The foregoing instrument was acknowledged before me this day of by , as City Manager for the City of Miami, a municipal corporation of the State of Florida. (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: REO # A1405X8 REAL ESTATE PURCHASE ADDENDUM This Real Estate Purchase Addendum ("Addendum") is to be made part of, and incorporated into, the Real Estate Purchase Contract (the "Contract"), between Fannie Mae ("Seller") and The City of Miami, a municipal corporation of the State of Florida ("Purchaser") for the property and improvements located at the following address: 735 SW 63RD CT MIAMI, FL 33144 ( "Property"). As used in this Addendum, the Contract, Addendum and any riders thereto shall be collectively referred to as the "Agreement". The Seller and the Purchaser agree as follows: 1. Offer: (a) Acknowledgement of Sufficient Offer: The Purchaser has offered to purchase the property for a purchase price in the amount of $ 209,900.00 in accordance with the terms set forth in the Agreement ("Offer"). The Seller has reviewed the Offer and deemed it sufficient for acceptance. (b) Acceptance of Offer: Notwithstanding Seller's acknowledgement that the Offer is sufficient for acceptance, the Purchaser agrees that the Agreernent remains subject to acceptance by the Seller and must be signed by all parties in order to be binding. The Agreement shall be effective as of the date of execution by Seller ("Effective Date"). The Purchaser's earnest money deposit of $ 10,500.00 is to be placed in a trust account acceptable to the Seller within two (2) calendar days following the Effective Date. The Agreement, signed by the Purchaser and reflecting the terms as acknowledged by the Seller, must be received by the Seller within five (5) calendar days of the receipt of the notice that the Offer was sufficient for acceptance. If the Seller does not receive the signed Agreement by such date, the Purchaser's offer shall be deemed null and void. As used in this paragraph, the teen "received by the Seller" means actual receipt of the Agreement by the Seller's listing agent. The Purchaser shall present proof, satisfactory to the Seller, of the Purchaser's funds or prequalification for a mortgage loan in an amount and under terms sufficient for the Purchaser to perform its obligations under this Agreement. The prequalification shall include but is not limited to, a certification of prequalification or a mortgage loan commitment from a mortgage lender, a satisfactory credit report and/or proof of funds sufficient to meet the Purchaser's obligations under the Agreement. The Purchaser's submission of proof of prequalification is a condition precedent to the Seller's acceptance. The Seller may require the Purchaser to obtain, at no cost to the Purchaser, loan prequalification from a Seller approved third party lender. Notwithstanding any Seller required prequalification, the Purchaser acknowledges that Purchaser is free to obtain financing from any source, 2. Time is of the Essence: Settlement Date: (a) It is agreed that time is of the essence with respect to all dates specified in the Agreernent. This means that all deadlines are intended to be strict and absolute. (b) The closing shall take place on a date ("Settlement Date") on or before May 14th 2015 ("Expiration Date"), unless extended in writing signed by the Seller and the Purchaser or extended by the Seller under the terms of the Agreernent. The closing shall be held at a place so designated and approved by the Seller unless otherwise required by applicable law. The Purchaser has the right to make an independent selection of their own attorney, settlement company, escrow company, title company and/or title insurance company in connection with the closing. The date the closing takes place shall be referred to as the Settlement Date for purposes of the Agreement. If the closing does not occur by the Expiration Date, or in any extension, the Agreement is automatically terminated and the Seller may retain any earnest money deposit as liquidated damages. 1 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com 3. Financing: This Agreement (check one): ( ) is cash ( ) is (X) is not, contingent on the Purchaser obtaining financing for the purchase of the Property. If this Agreement is contingent on financing, the type of financing shall be the following (check one): Conventional FHA VA Other (specify: All Financing. If this Agreement is contingent on financing, the Purchaser shall apply for a loan in the amount of $ with a term of years, at prevailing rates, terms and conditions. The Purchaser shall complete and submit to a mortgage lender, of the Purchaser's choice, an application for a mortgage loan containing the terms set forth in this paragraph within five (5) calendar days of the Effective Date, and shall use diligent efforts to obtain a mortgage loan commitment by . If, despite the Purchaser's diligent efforts, the Purchaser cannot obtain a mortgage loan commitment by the specified date, then either the Purchaser or the Seller may terminate the Agreement by giving written notice to the other party. The Purchaser's notice must include a copy of the loan application, proof of the application date, and a copy of the denial letter from the prospective lender. In the event of a proper termination of the Agreement under this paragraph, the earnest money deposit shall be returned to the Purchaser. The Purchaser agrees to cooperate and comply with all requests for documents and information from the Purchaser's chosen lender during the loan application process. Failure of the Purchaser to comply with such requests from the lender that results in the denial of the mortgage loan will be a breach of the Agreement and the Seller shall be entitled to retain any earnest money deposited by the Purchaser. (a) Any change as to the terms of the Purchaser's financing, including but not limited to any change in the Purchaser's lender, after negotiations have been completed may, at Seller's discretion, require renegotiation of all terms of the Agreement. Seller shall have the right to terminate the Agreement in the event there is a change in. Purchaser's financing or choice of lender. (b) The Purchaser shall ensure that the lender selected by the Purchaser to finance the sale shall fund the settlement agent as of the Settlement Date. The Purchaser shall further ensure that the selected lender shall provide all lender prepared closing documentation to the settlement agent no later than 48 hours prior to the Settlement Date. Any delays in closing as a result of the Purchaser's selected lender shall be the responsibility of the Purchaser. 4. Use of Property: The Purchaser (check one): ( ) does, (X ) does not, intend to use and occupy the Property as Purchaser's primary residence. 5. Inspections: (a) On or before fifteen (15) calendar clays from the Effective :Date, the Purchaser shall inspect the Property or obtain for its own use, benefit and reliance, inspections and/or reports on the condition of the Property, or be deemed to have waived such inspection and any objections to the condition of the Property and to have accepted the Property. The Purchaser shall keep the Property free and clear of liens and indemnify and hold the Seller harmless from all liability claims, demands, damages, and costs related to the Purchaser's inspection and the Purchaser shall repair all damages arising from or caused by the inspections. The Purchaser shall not directly or indirectly cause any inspections to be made by any government building or zoning inspectors or government employees without the prior written consent of the Seller, unless required by law, in which case, the Purchaser shall provide reasonable notice to the Seller prior to any such inspection. If the Seller has winterized this Property and the Purchaser desires to have the Property inspected, the Seller's listing agent will have the Property dewinterized prior to inspection and rewinterized after inspection. Within five (5) calendar days of receipt of any inspection report prepared by or for the Purchaser, but not later than fifteen (15) calendar days from the Effective Date, whichever first occurs, the Purchaser will provide written notice to the Seller of any items disapproved. The Purchaser's silence shall be deemed as acceptance of the condition of the Property. The Purchaser shall provide to the Seller, at no cost, upon request by the Seller, complete copies of all inspection reports upon which the Purchaser's disapproval of the condition of the property is based. In no event shall the Seller be obligated to make any repairs 2 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com or replacements that may be indicated in the Purchaser's inspection reports. The Seller may, in its sole discretion, make such repairs to the Property under the terms described in Section 6 of this Addendum. If the Seller elects not to repair the Property, the Purchaser may cancel this Agreement and receive all earnest money deposited. If the Seller elects to make any such repairs to the Property, the Seller shall notify the Purchaser after completion of the repairs and the Purchaser shall have five (5) calendar days from the date of notice, to inspect the repairs and notify the Seller of any items disapproved. If after inspection the Purchaser is not satisfied with repairs or treatments, Purchaser may terminate the Agreement at any time prior to closing. In situations that are applicable, a structural, electrical, mechanical, environmental or termite inspection report may have been prepared for the benefit of the Seller. Upon request, the Purchaser will be allowed to review the report to obtain the same information and knowledge the Seller has about the condition of the Property but the Purchaser acknowledges that the inspection reports were prepared for the sole use and benefit of the Seller. The Purchaser will not rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property. (b) If the Property is a condominium or planned unit development or co-operative, unless otherwise required by law, the Purchaser, at the Purchaser's own expense, is responsible for obtaining and reviewing the covenants, conditions and restrictions and bylaws of the condominium, or planned unit development or cooperative ("Governing Documents") within ten (10) calendar days of the Effective Date. The Seller agrees to use reasonable efforts, as determined in the Seller's sole discretion, to assist the Purchaser in obtaining a copy of the Governing Documents. The Purchaser will be deemed to have accepted the Governing Documents if the Purchaser does not provide the Seller notice in writing, within fifteen (15) calendar days of the Effective Date, of the Purchaser's disapproval of the Governing Documents. In the event Purchaser disapproves of the Governing Documents, Purchaser has the right to terminate the Agreement provided the Purchaser notifies Seller in writing of Purchaser's disapproval within fifteen (15) calendar days of the Effective Date. 6. Repairs: All repairs and treatments will be completed by a vendor approved by the Seller, and will be subject to the Seller's satisfaction only. If the Seller has agreed to pay for treatment of wood infesting organisms, the Seller shall treat only active infestation. Neither the Purchaser, nor its representatives, shall enter upon the Property to make any repairs and/or treatments prior to closing. The Purchaser shall inspect the repairs and/or treatments as set forth in paragraph 5(a) or is deemed to have waived such inspection and any objections to the repairs and/or treatments. The Purchaser acknowledges that all repairs and treatments are done for the benefit of the Seller and not for the benefit of the Purchaser and that the Purchaser has inspected or has been given the opportunity to inspect repairs and treatments. Any repairs or treatments made or caused to be made by the Seller shall be completed prior to closing. Under no circumstances shall the Seller be required to make any repairs or treatments after the Settlement Date. The Purchaser acknowledges that closing on this transaction shall be deemed the Purchaser's reaffirmation that the Purchaser is satisfied with the condition of the Property and with all repairs and treatments to the Property and waives all claims related to such condition and to the quality of the repairs or treatments to the Property. Any repairs or treatments shall be performed for functional purposes only and exact restoration of appearance or cosmetic items following any repairs or treatments shall not be required. The Seller shall not be obligated to obtain or provide to the Purchaser any receipts for repairs, or treatments, written statements indicating dates or types of repairs and/ or treatments or copies of such receipts or statements nor any other documentation regarding any repairs or treatments to the Property. THE SELLER DOES NOT WARRANT OR GUARANTEE ANY WORK, REPAIRS OR TREATMENTS TO THE PROPERTY. TIIE PURCHASER AGREES TO EXECUTE AND DELIVER TO THE SELLER AT CLOSING FANNIE MAE'S WAIVER & RELEASE 2012. 7. CONDITION OF PROPERTY: THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY BY FORECLOSURE, DEED -IN -LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, OR SIMILAR PROCESS. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN, WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE PURCHASER ACKNOWLEDGES THAT THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN WITH RESPECT TO THE FOLLOWING: 3 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS (E.G. DRYWALL, ASBESTOS, LEAD PAINT, UREA FORMALDEHYDE FOAM INSULATION), AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS; (B) THE CONFORMITY OF THE PROPERTY, OR THE IMPROVEMENTS, TO ANY ZONING, LAND USE OR BUILDING CODE REQUIREMENTS OR COMPLIANCE WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR THE GRANTING OF ANY REQUIRED PERMITS OR APPROVALS, IF ANY, OF ANY GOVERNMENTAL BODIES WHICH HAD JURISDICTION OVER THE CONSTRUCTION OF THE ORIGINAL STRUCTURE, ANY IMPROVEMENTS AND/OR ANY REMODELING OF THE STRUCTURE; AND (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR IMPROVEMENTS INCLUDING REDHIBITORY VICES AND DEFECTS, APPARENT, NON APPARENT OR LATENT, WHICH NOW EXIST OR WHICH MAY HEREAFTER EXIST AND WHICH, IF KNOWN TO THE PURCHASER, WOULD CAUSE THE PURCHASER TO REFUSE TO PURCHASE THE PROPERTY. Mold, mildew, spores and/or other microscopic organisms and/or allergens (collectively referred to in this Agreement as "Mold") are environmental conditions that are common in residential properties and may affect the Property. Mold, in some forms, has been reported to be toxic and to cause serious physical injuries, including but not limited to, allergic and/or respiratory reactions or other problems, particularly in persons with immune system problems, young children and/or elderly persons. Mold has also been reported to cause extensive damage to personal and real property. Mold may have been removed or covered in the course of any cleaning or repairing of the Property. The Purchaser acknowledges that, if Seller, or any of Seller's employees, contractors, or agents cleaned or repaired the Property or remediated Mold contamination, that Seller does not in any way warrant the cleaning, repairs or remediation. Purchaser accepts full responsibility for all hazards that may result from the presence of Mold in or around the Property. The Purchaser is satisfied with the condition of the Property notwithstanding the past or present existence of Mold in or around the Property and Purchaser has not, in any way, relied upon any representations of Seller, Seller's employees, officers, directors, contractors, or agents concerning the past or present existence of Mold in or around the Property. If at any time the Property conditions result in violations of building code or other laws or regulations, either party shall have the right. to terminate the Agreement at any time prior to closing. If there is an enforcement proceeding arising from allegations of such violations before an enforcement board, special master, court or similar enforcement body, and neither the Purchaser nor the Seller terminate this Agreement, the Purchaser agrees (a) to accept the Property subject to the violations, (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceeding and (c) to resolve the deficiencies as soon as possible after the closing. The Purchaser agrees to execute any and all documents necessary or required for closing by any agency with jurisdiction over the Property. The closing of this sale shall constitute acknowledgement by the Purchaser that Purchaser had the opportunity to retain an independent, qualified professional to inspect the Property and that the condition of the Property is acceptable to the Purchaser. The Purchaser agrees that the Seller shall have no liability for any claims or losses the Purchaser or the Purchaser's successors or assigns may incur as a result of construction or other defects which may now or hereafter exist with respect to the Property. 8. Occupancy Status of Property,: The Purchaser acknowledges that neither the Seller, nor its representatives, agents or assigns, has made any warranties or representations, implied or expressed, relating to the existence of any tenants or occupants at the Property unless otherwise noted in Section 38 of this Addendum. Seller represents that the Property may have tenants occupying same under an active lease but expressly disclaims any warranties regarding the validity, enforceability, performance under or continuation of said lease. The Purchaser acknowledges that closing on this transaction shall be deemed the Purchaser's reaffirmation that neither the Seller, nor its representatives, agents or assigns, has made any warranties or representations, implied or expressed, relating to the existence of any tenants or occupants at the Property unless otherwise noted in Section 38 of this Addendum. The Seller, its representatives, agents or assigns, shall not be responsible for evicting or 4 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com relocating any tenants, occupants or personal property at the Property prior to or subsequent to closing unless otherwise noted in Section 38 of this Addendum. All leases shall be deemed assigned to Purchaser upon closing to the extent permitted under applicable laws. The Purchaser further acknowledges that, to the best of the Purchaser's knowledge, the Seller is not holding any security deposits from former or current tenants and has no information as to such security deposits as may have been paid by the former or current tenants to anyone and agrees that no sums representing such tenant security deposits shall be transferred to the Purchaser as part of this transaction, The Purchaser further agrees to assume all responsibility and liability for the refund of such security deposits to the tenants pursuant to the provisions of applicable laws and regulations. All rents due and payable and collected from tenants for the month in which closing occurs will be prorated according to the provisions of Section 10 of this Addendum. The Purchaser acknowledges that this Property may be subject to the provisions of local rent control ordinances and regulations. The Purchaser agrees that upon the closing, all eviction proceedings and other duties and responsibilities of a property owner and landlord, including but not limited to those proceedings required for compliance with such local rent control ordinances and regulations, will be the Purchaser's sole responsibility. 9, Personal Property: Items of personal property, including but not limited to window coverings, appliances, manufactured homes, mobile homes, vehicles, spas, antennas, satellite dishes and garage door openers, now or hereafter located on the Property are not included in this sale or the Purchase Price unless the personal property is specifically described and referenced in Section 38 of this Addendum. Any personal property at or on the Property may be subject to claims by third parties and, therefore, may be removed from the Property prior to or after the closing. The Seller makes no representation or warranty as to the condition of any personal property, title thereto, or whether any personal property is encumbered by any liens. The Seller assumes no responsibility for any personal property remaining on the Property at the time of closing. 10. Closing Costs and Adjustments: (a) The Purchaser and the Seller agree to prorate the following expenses as of the Settlement Date: real estate taxes and assessments, common area charges, condominium or planned unit development or similar community assessments, co- operative fees, maintenance fees and rents, if any. In determining prorations, the Settlement Date shall be allocated to the Purchaser. Payment of special assessment district bonds and assessments, and payment of homeowner's association or special assessments owed by Seller shall be paid current and prorated between the Purchaser and the Seller as of Settlement Date with payments not yet due and owing to be assumed by the Purchaser without credit toward Purchase Price. Seller shall not be responsible for the payment of homeowner's association or special assessments dues that Seller is not obligated to pay under law or contract. The Property taxes shall be prorated based on an estimate or actual taxes from the previous year on the Property. Alt prorations shall be based upon a 30-day month and all such prorations shall be final. The Seller shall not be responsible for any amounts due, paid or to be paid after closing, including but not limited to, any taxes, penalties or interest assessed or due as a result of retroactive, postponed or additional taxes resulting from any change in use of, or construction on, or improvement to the Property, or an adjustment in the appraised value of the Property. In the event the Seller has paid any taxes, special assessments or other fees and there is a refund of any such taxes, assessments or fees after closing, and the Purchaser as current owner of the Property receives the payment, the Purchaser will immediately submit the refund to the Seller. (b) Fannie Mae is a congressionally chartered corporation and is exempt from realty transfer taxes pursuant to 12 U.S,C. 1723a(c)(2) and will not pay realty transfer taxes regardless of local practice . Any realty transfer taxes due on the sale as a result of the conveyance of the Property will be the sole responsibility of the Purchaser. (c) The Seller shall pay the real estate commission per the listing agreement between the Seller and the Seller's listing broker. (d) Purchaser shall release Seller from any and all claims arising from the adjustments or prorations or errors in calculating the adjustment or prorations that are or may be discovered after closing. THE PURCHASER AGREES TO EXECUTE AND DELIVER TO THE SELLER AT CLOSING FANNIE MAE'S Tax Proration Agreement 03/2011. 5 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com Regardless of local custom, requirements or practice, the Purchaser shall pay all costs and fees incurred in the transfer of the Property, including the cost of any lender required fees and recording costs except as expressly assumed by the Seller in this Addendum. Title and Closing Services. Purchaser will obtain title and escrow closing services front (check one): X Seller's escrow closing and title provider and title insurance company used by Seller's provider. If Purchaser selects this option, Seller shall pay for the owner's and lender's title insurance policies. Purchaser and Seller agree that Seller's payment of the title insurance products is limited to the amount that Seller would pay its provider under its agreement with the provider for a basic residential owner's and lender's title insurance policy or their equivalent. Other escrow closing and title provider. If Purchaser selects this option, Purchaser shall bear the expense for all title insurance costs associated with the transaction, regardless of local custom, requirements or practice. 11. Delivery of Funds: Regardless of local custom, requirements, or practice, upon delivery of the deed by the Seller to the Purchaser, the Purchaser shall deliver, or cause to be delivered, all funds due the Seller from the sale in the form of bank check, certified check or wire transfer. An attorney's trust fund check shall not be sufficient to satisfy this provision unless the bank holding the account on which the trust fund check is drawn certifies the trust fund check. 12. Certificate of Occupancy: If the Property is located in a jurisdiction that requires a certificate of occupancy, smoke detector certification, septic certification or any similar certification or permit ("Certificate of Occupancy") or any form of improvement or repair to the Property to obtain such Certificate of Occupancy necessary for the Property to be occupied, the Purchaser understands that the Seller requires the Certificate of Occupancy to be obtained by the Purchaser at the Purchaser's sole expense. The Purchaser shall make application for all Certificates of Occupancy within ten (10) calendar days of the Effective Date. The Purchaser shall not have the right to delay the closing due to the Purchaser's failure or inability to obtain any required Certificate of Occupancy. Failure of the Purchaser to obtain and furnish the Certificate of Occupancy shall be a material breach of the Agreement. 13. Delivery of Possession of Property: The Seller shall deliver possession of the Property to the Purchaser at closing. The delivery of possession shall be subject to the rights of any tenants or parties in possession per Section 8 of this Addendum. If the Purchaser alters the Property or causes the Property to be altered in any way and/or occupies the Property or allows any other person to occupy the Property prior to closing without the prior written consent of the Seller, such event shall constitute a breach by the Purchaser under the Agreement and the Seller may terminate the Agreement and the Purchaser shall be liable to the Seller for damages caused by any such alteration or occupation of the Property prior to closing and waives any and all claims for damages or compensations for alterations made by the Purchaser to the Property including, but not limited to, any claims for unjust enrichment. 14. Deed: Regardless of local practice, the deed to be delivered by Seller at closing shall be a deed that covenants that grantor grants only that title which grantor may have and that grantor will only defend title against persons claiming by, through, or under the grantor, but not otherwise. Any reference to the term "Deed" or "Special Warranty Deed" herein shall be construed to refer to such form of deed. Under no circumstances shall Seller be required to deliver any form of deed which grants a general warranty of title. (check if applicable) Seller's deed shall include the following deed restriction: GRANTEE HEREIN SHALL BE PROHIBITED FROM CONVEYING CAPTIONED PROPERTY FOR A SALES PRICE OF GREATER THAN $ FOR A PERIOD OF MONTH(S) FROM THE DATE OF THE RECORDING OF THIS DEED. GRANTEE SHALL ALSO BE PROHIBITED FROM ENCUMBERING SUBJECT PROPERTY WITH A SECURITY INTEREST IN THE PRINCIPAL AMOUNT OF GREATER THAN FOR A PERIOD OF MONTH(S) FROM THE DATE OF THE RECORDING OF THIS DEED. THESE RESTRICTIONS SHALL RUN WITH THE LAND AND ARE NOT PERSONAL TO GRANTEE. THIS RESTRICTION SHALL TERMINATE IMMEDIATELY UPON CONVEYANCE AT ANY FORECLOSURE SALE RELATED TO A MORTGAGE OR DEED OF TRUST. 6 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com 15. Defects in Title: If the Purchaser raises an objection to the Seller's title to the Property, which, if valid, would make title to the Property uninsurable, the Seller shall have the right unilaterally to terminate the Agreement by giving written notice of the termination to the Purchaser. However, if the Seller is able to correct the problem through reasonable efforts; as the Seller determines, at its sole and absolute discretion, prior to the Expiration Date, including any written extensions, or if title insurance is available from a reputable title insurance company at regular rates containing affirmative coverage for the title objections, then the Agreement shall remain in full force and the Purchaser shall perform pursuant to the terms set in the Agreement. The Seller is not obligated to remove any exception or to bring any action or proceeding or bear any expense in order to convey title to the Property or to make the title marketable and/or insurable but any attempt by the Seller to remove such title exceptions shall not impose an obligation upon the Seller to remove those exceptions. The Purchaser acknowledges that the Seller's title to the Property may be subject to court approval of foreclosure or to mortgagor's right of redemption. In the event the Seller is not able to (a) make the title insurable or correct any problem or (b) obtain title insurance from a reputable title insurance company, all as provided herein, the Purchaser may terminate this Agreement and any earnest money deposit will be returned to the Purchaser as the Purchaser's sole remedy at law or equity. If the Purchaser elects to take title subject to the title objections, the Purchaser shall so notify the Seller. The Purchaser's silence as to any title objections shall be deemed as acceptance. 16. Representations and Warranties: The Purchaser represents and warrants to the Seller the following: (a) The Purchaser is purchasing the Property solely in reliance on its own investigation and inspection of the Property and not on any information, representation or warranty provided or to be provided by the Seller, its servicers, representatives, brokers, employees, agents or assigns; (b) Neither the Seller, nor its servicers, employees, representatives, brokers, agents or assigns, has made any representations or warranties, implied or expressed, relating to the condition of the Property or the contents thereof, except as expressly set forth in Section 38 of this Addendum; (c) The Purchaser has not relied on any representation or warranty from the Seller regarding the nature, quality or worlananship of any repairs made by the Seller; (d) The Purchaser will not occupy or cause or permit others to occupy the Property prior to closing and, unless and until any necessary Certificate of Occupancy has been obtained from the appropriate governmental entity, will not occupy or cause or permit others to occupy the Property after closing; (e) The undersigned, if executing the Agreement on behalf of the Purchaser that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by thatentity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement; and (f) The Purchaser (check one): has X has not previously purchased a Fannie Mae owned property. 17. WAIVERS: AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER WAIVES THE FOLLOWING: (A) ALL RIGHTS TO FILE AND MAINTAIN AN ACTION AGAINST THE SELLER FOR SPECIFIC PERFORMANCE; (B) RIGHT TO RECORD A LIS PENDENS AGAINST THE PROPERTY OR TO RECORD THIS AGREEMENT OR A MEMORANDUM THEREOF IN THE REAL PROPERTY RECORDS; (C) RIGHT TO INVOKE ANY OTHER EQUITABLE REMEDY THAT MAYBE AVAILABLE THAT IF INVOKED, WOULD PREVENT THE SELLER FROM CONVEYING THE PROPERTY TO A THIRD PARTY PURCHASER; PURCHASER (Initials) SELLER (Initials) 7 FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com (D) ANY AND ALL CLAIMS ARISING FROM THE ADJUSTMENTS OR PRORATIONS OR ERRORS IN CALCULATING THE ADJUSTMENTS OR PRORATIONS THAT ARE OR MAY BE DISCOVERED AFTER CLOSING; (E) ANY CLAIMS FOR FAILURE OF CONSIDERATION AND/OR MISTAKE OF FACT AS SUCH CLAIMS RELATE TO THE PURCHASE OF THE PROPERTY OR ENTERING INTO OR EXECUTION OF OR CLOSING UNDER THIS AGREEMENT; (F) ANY REMEDY OF ANY KIND, INCLUDING BUT NOT LIMITED TO RESCISSION OF THIS AGREEMENT, OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 19 OF THIS ADDENDUM, TO WHICH THE PURCHASER MIGHT OTHERWISE BE ENTITLED AT LAW OR EQUITY WHETHER BASED ON MUTUAL MISTAKE OF FACT OR LAW OR OTHERWISE; (G) TRIAL BY JURY, EXCEPT AS PROHIBITED BY LAW, IN ANY LITIGATION ARISING FROM OR CONNECTED WITH OR RELATED TO THIS AGREEMENT; (II) ANY CLAIMS OR LOSSES THE PURCHASER MAY INCUR AS A RESULT OF CONSTRUCTION ON, REPAIR TO, OR TREATMENT OF THE PROPERTY, OR OTHER DEFECTS, WHICH MAY NOW OR HEREAFTER EXIST WITH RESPECT TO THE PROPERTY; (I) (J) ANY CLAIMS OR LOSSES RELATED TO ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY INCLUDING, BUT NOT LIMITED TO, MOLD, DRYWALL, LEAD PAINT, FUEL OIL, ALLERGENS, OR TOXIC SUBSTANCES OF ANY KIND; ANY RIGHT TO AVOID THIS SALE OR REDUCE THE PRICE OR HOLD THE SELLER RESPONSIBLE FOR DAMAGES ON ACCOUNT OF THE CONDITION OF THE PROPERTY, LACK OF SUITABILITY AND FITNESS, OR REDHIBITORY VICES AND DEFECTS, APPARENT, NONAPPARENT OR LATENT, DISCOVERABLE OR NONDISCOVERABLE; (K) ANY CLAIM ARISING FROM ENCROACHMENTS, EASEMENTS, SHORTAGES IN AREA OR ANY OTHER MATTER WHICH WOULD BE DISCLOSED OR REVEALED BY A SURVEY OR INSPECTION OF THE PROPERTY OR SEARCH OF PUBLIC RECORDS; AND (L) ANY RIGHT TO MEDIATION OR ARBITRATION RELATING TO OR ARISING UNDER OR FROM THIS AGREEMENT, EXCEPT AS PROHIBITED BYLAW. References to the "Seller" in this Section 17 of this Addendum shall include the Seller and the Seller's servicers, representatives, agents, brokers, employees, and/or assigns. In the event that the Purchaser breaches any of the terms described or contemplated under this Section 17 of this Addendum, the Purchaser shall pay all reasonable attorney fees and costs incurred by the Seller in defending such action, and the Purchaser shall pay Five Thousand Dollars ($5,000) as liquidated damages for breach of this Section 17 of the Addendum, which amount shall be in addition to any liquidated damages held or covered by the Seller pursuant to Section 19 of this Addendum. 18. Conditions to the Seller's Performance: The Seller shall have the right, at the Seller's sole discretion, to extend the Expiration Date or to terminate this Agreement if: (a) full payment of any mortgage insurance claim related to the loan previously secured by the Property is not confirmed prior to the closing or the mortgage insurance company exercises its right to acquire title to the Property; (b) the Seller determines that it is unable to convey title to the Property insurable by a reputable title insurance company at regular rates; (c) the Seller at any time has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property and/or such lender or other party has elected to repurchase the property; 8 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com (d) a third party with rights related to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing ; (f) any third party, whether tenant, homeowner's association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property, or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller's acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the earnest money deposit; (h) the Seller, at the Seller's sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any wayassociated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Famue Mae procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or (k) material misrepresentation by the Purchaser. In the event the Seller elects to terminate this Agreement as a result of (a), (b), (c), (d), (e), (f), (i) or (j) above, the Seller shall return the Purchaser's earnest money deposit. 19. Remedies for Default: (a) In the event of the Purchaser's default, material breach or material misrepresentation of any fact under the terms of this Agreement, the Seller, at its option, may retain the earnest money deposit and any other funds then paid by the Purchaser as liquidated damages and/or invoke any other remedy available to Seller at law and/or equity and the Seller is automatically released from the obligation to sell the Property to the Purchaser and neither the Seller nor its representatives, agents, attorneys, successors, or assigns shall be liable to the Purchaser for any damages of any kind as a result of the Seller's failure to sell and convey the Property. (b) In the event of the Seller's default or material breach under the terms of the Agreement or if the Seller terminates the Agreement as provided under the provisions of Paragraph 18 (a), (b), (c), (d), (e), (f), (i) or (j) of this Addendum, the Purchaser shall be entitled to the return of the earnest money deposit as Purchaser's sole and exclusive remedy at law and/or equity. The Purchaser waives any rights to file and maintain an action against the Seller for specific performance and the Purchaser acknowledges that a return of its earnest money deposit can adequately and fairly compensate the Purchaser. Upon return of the earnest money deposit to the Purchaser, this Agreement shall be terminated, and the Purchaser and the Seller shall have no further liability or obligation, each to the other in connection with this Agreement. (c) The Purchaser agrees that the Seller shall not be liable to the Purchaser for any special, consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability) or any other legal or equitable principle, including but not limited to any cost or expense incurred by the Purchaser in selling or surrendering a lease on a prior residence, obtaining other living accommodations, moving, storage or relocation expenses or any other such expense or cost arising from or related to this Agreement or a breach of this Agreement. (d) Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach. (e) In the event either party elects to exercise its remedies as described in this Section 19 of this Addendum and this Agreement is terminated, the parties shall have no further obligation under this Agreement except as to any provision that survives the termination of this Agreement pursuant to Section 24 of this Addendum. 9 PURCHASER (Initials) SELLER (Initials) TANNIC MAE FORM 001 (10/7/2014) Created with www.AMNForms.com 20. E (4) eleitnsrliabilities, fines or penalties -result :.enz thti tfthas (e) 01) prorated under ---Section 10 of this Addendum, ineluding an proration of such amounts for which the Purchaser received -a - - — the �pefty-p1 ter-te 21. Risk of Loss: In the event of fire, destruction or other casualty loss to the Property after the Seller's acceptance of this Agreement and prior to closing, the Seller may, at its sole discretion, repair or restore the Property, or the Seller may terminate the Agreement. If the Seller elects to repair or restore the Property, then the Seller may, at its sole discretion, limit the amount to be expended. Whether or not Seller elects to repair or restore the Property, the Purchaser's sole and exclusive remedy shall be either to acquire the Property in its then condition at the Purchase Price with no reduction thereof by reason of such loss or terminate this Agreement and receive a refund of any earnest money deposit. 22. Eminent Domain: In the event that the Seller's interest in the Property, or any part thereof, shall have been taken by eminent domain or shall be in the process of being taken on or before the closing, either party may terminate the Agreement and the earnest money deposit shall be returned to the Purchaser and neither party shall have any further rights or liabilities hereunder except as provided in Section 24 of this Addendum. 23. Keys: The Purchaser understands that the Seller may not be in possession of keys, including but not limited to, mailbox keys, recreation area keys, gate cards, or automatic garage remote controls, and any cost of obtaining the same will be the responsibility of the Purchaser. The Purchaser also understands that if the Property includes an alarm system, the Seller cannot provide the access code and/or key and that the Purchaser is responsible for any costs associated with the alarm and/or changing the access code or obtaining keys. 24. Survival: Delivery of the deed to the Property to the Purchaser by the Seller shall be deemed to be full performance and discharge of all of the Seller's obligations under this Agreement. Notwithstanding anything to the contrary in the Agreement, any provision which contemplates performance or observance subsequent to any termination or expiration of the Agreement, shall survive the closing and/or termination of the Agreement by any party and continue in full force and effect. 25. Further Assurances: The Purchaser agrees to execute and deliver to the Seller at closing, or otherwise as requested by the Seller, documents including Fannie Mae's Waiver and Release 2012, Tax Proration Agreement 03/2011 or documents that are substantially the same, and to take such other action as reasonably may be necessary to further the purpose of this Agreement. Copies of referenced documents are available from the Seller's listing agent upon request by the Purchaser. 26. Severability: The lack of enforceability of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement, all of which shall remain in full force and effect, 27. Assignment of Agreement: The Purchaser shall not assign this Agreement without the express written consent of the Seller. The Seller may assign this Agreement at its sole discretion without prior notice to, or consent of, the Purchaser. 28. EFFECT OF ADDENDUM: THIS ADDENDUM AMENDS AND SUPPLEMENTS THE CONTRACT AND, IF APPLICABLE, ESCROW INSTRUCTIONS, IN THE EVENT THERE IS ANY CONFLICT BETWEEN THIS ADDENDUM AND THE CONTRACT OR ESCROW INSTRUCTIONS OR NOTICE OR OTHER DOCUMENTS ATTACHED AND MADE A PART OF THE AGREEMENT, THE TERMS OF THIS ADDENDUM TAKE PRECEDENCE AND SHALL PREVAIL EXCEPT AS OTHERWISE PROVIDED BYLAW. 10 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com 29. Entire Agreement: The Agreement constitutes the entire agreement between the Purchaser and the Seller concerning the subject hatter hereof and supersedes all previous communications, understandings, representations, warranties, covenants or agreements, either written or oral and there are no oral or other written agreements between the Purchaser and the Seller. All negotiations are merged into the Agreement. The,Seller is not obligated by any other written or oral statements made by the Seller, the Seller's representatives, or any real estate licensee. 30. Modification: No provision, term or clause of the Agreement shall be revised, modified, amended or waived except by an instrument in writing signed by the Purchaser and the Seller. 31, Rights of Others: This Agreement does not create any rights, claims or benefits inuring to any person or entity, other than Seller's successors and/or assigns, that is not a party to the Agreement, nor does it create or establish any third party beneficiary to this Agreement. 32. Counterparts: This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original, but all of which, when taken together, shall constitute one agreement. 33. Headings: The titles to the sections and headings of various paragraphs of this Agreement are placed for convenience of reference only and in case of conflict, the text of this Agreement, rather than such titles or headings shall control. 34. Electronic Signature: An electronic signature shall be given the same effect as a written signature. 35. Force Majeure: Except as provided in Section 21 to this Addendum, no party shall be responsible for delays or failure of performance resulting from acts of God, riots, acts of war and terrorism, epidemics, power failures, earthquakes or other disasters, providing such delay or failure of performance could not have been prevented by reasonable precautions and cannot reasonably be circumvented by such party through use of alternate sources, workaround plans or other means, 36, Attorney Review: The Purchaser acknowledges that Purchaser has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any party because that party drafted the Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of the Agreement. 37. Notices: Any notices required to be given under the Agreement shall be deemed to have been delivered when actually received in the case of hand or overnight delivery, or five (5) calendar days after mailing by first class snail, postage paid, or by fax with confirmation of transmission to the numbers below. All notices to the Seller will be deemed sent or delivered to the Seller when sent or delivered to Seller's listing broker or agent or Seller's attorney, at the address or fax number shown below. All notices to the Purchaser shall be deemed sent or delivered when sent or delivered to the Purchaser or the Purchaser's attorney or agent at the address or fax number shown below. 38. Additional Terms or Conditions: The terms of Exhibit A to this Addendum shall be incorporated herein as if the terms were set forth herein. To the extent that there is a conflict between the terms of the Contract, this Addendum and/or Exhibit A, the terms of Exhibit A shall prevail. Purchaser has advised that it will not utilize a real estate agent. 11 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com IN WITNESS WHEREOF, the Purchaser and the Seller have entered into this Addendum as of the date first set forth above. PURCHASER(S): SELLER: Signature: see attached signature page ❑FANNIE MAE Date: ❑ , as Attorney in Fact for Fannie Mae Print Name: Address: By: Email Address: Telephone: Date: Fax: Signature: Date: Print Name: Address: Telephone: Fax: Email Address: PURCHASER'S AGENT: SELLER'S AGENT: Brokerage Firm: Brokerage Firm: Dash A Real Estate Company Purchaser's Agent Name: Seller's Agent Name: Raul Estrada Address: Address: 132 Madeira Ay Coral Gables, FL 33134 Telephone: Telephone: 3057312226 Fax: Fax: 8887707881 Email Address: Email Address: Raul@DashCompany.com PURCIIASER (Initials) SELLER (Initials) 12 FANNIE MAE FORM 001 (10/7/2014) Created with www.AMNForms.com PURCHASER'S ATTORNEY: Name: Address: Telephone: Fax: Email Address: PURCHASER (Initials) SELLER (Initials) SELLER'S ATTORNEY: Name: Stewart Title Address: 3401 W Cypress ST, FNMA Div Tampa. FL 33607 Telephone: 8883465 910 Fax: 8008782520 Email Address: ReoFnmaClosing@Stewart.com 13 FANNIE MAE FORM 001 (10/7'2014) Created with www.AMNForms.com "PURCHASER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida By: Daniel J. Alfonso, City Manager Date: ATTEST: Todd B. Hannon, City Clerk APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney STATE OF FLORIDA) COUNTY OF MIAMI-DADE) Ann -Marie Sharpe, Director Risk Management Administrator The foregoing instrument was acknowledged before me this day of , by , as City Manager for the City of Miami, a municipal corporation of the State of Florida. (NOTARY PUBLIC) SEAL Notary Public (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: DISCLOSURE OF INFORMATION ON LEAD -BASED PAINT AND/OR LEAD -BASED PAINT IIAZARDS REO Case #: A1405X8 Loan #: 1703177170 Property Address: 735 SW 63RD CT, MIAMI, FL 33144 Lead Warning Statement Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead -based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead -based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead -based paint hazards. A risk assessment or inspection for possible lead -based paint hazards is recommended prior to purchase, at purchaser's expense. Seller's Disclosure (initial) (a) Presence of lead -based paint and/or lead -based paint hazards (check one below): ❑ Known lead -based paint and/or lead -based paint hazards are present in the housing (explain): • Seller has no knowledge of lead -based paint and/or lead -based paint hazards in the housing. (b) Records and reports available to the seller (check one below): ❑ Seller has provided the purchaser with all available records and reports pertaining to lead -based paint and/or lead -based paint hazards in the housing (list documents below). • Seller has no reports or records pertaining to lead -based paint and/or lead -based paint hazards in the housing. Purchaser's Acknowledgment (initial) (c) Purchaser has received copies of all information listed above. (d) Purchaser has received the pamphlet Protect Your Family from Lead in Your Home. (e) Purchaser has (check one below): • Received a 10-day opportunity (or mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead -based paint and/or lead -based paint hazards; or ❑ Waived the opportunity to conduct a risk assessment or inspection for the presence of lead -based paint and/or lead - based paint hazards. PURCHASER AGREES THEY ARE PURCHASING THE PROPERTY "AS IS," WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO TFIE CONDITION OF TILE PROPERTY. PURCHASER FURTHER AGREES THAT SELLER AND ITS SERVICERS, REPRESENTATIVES, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS HAS NO RESPONSIBILITY OR LIABILITY FOR, AND PURCHASER HEREBY UNCONDITIONALLY RELEASES SELLER AND IT'S SERVICERS, REPRESENTATIVES, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM, ANY AND ALL LIABILITY, BOTH KNOWN AND UNKNOWN, PRESENT AND FUTURE, THAT IS BASED UPON, OR RELATED TO, TILE EXISTENCE OF LEAD OR LEAD -BASED PAINT ON OR ABOUT THE PROPERTY. Broker's/Agent's Acknowledgment (initial) (f) Broker/Agent has informed the seller of the seller's obligations under 42 U.S.C. 4852d and is aware of his/her responsibility to ensure compliance. Certification of Accuracy The following parties have reviewed the information above and certify, to the best of their knowledge, that the information provided by the signatory is true and accurate, Fannie Mae By: Seller Date Seller Date Broker/Agent Date Broker/Agent Date Purchaser Date Purchaser Date Jan 2009 CREATED WITH AMNFORMS.COM EXHIBIT A TO REAL ESTATE PURCHASE ADDENDUM THIS EXHIBIT A TO REAL ESTATE PURCHASE ADDENDUM, (together with the Real Estate Purchase Contract and the Real Estate Purchase Addendum referred to below, collectively, the "Agreement") made and entered into this day of March, 2015, by and between Federal National Mortgage Association, located at 3900 Wisconsin Avenue NW, Washington, DC 20016 (the "Seller"), and the City of Miami, a municipal corporation of the State of Florida, with offices at 444 SW 2" d Avenue, Miami, Florida 331330, (the "Purchaser") supplements the Real Estate Purchase Addendum dated March , 2015 between Seller and Purchaser. I. pESCRIPTION OF PROPERTY A. Legal Description: FAIRLAWN PB 8-83 LOT 14 BLK 33 LOT SIZE IRREGULAR OR 18075-4504 0398 5 B. Street Address (the "Property"): 735 SW 63 Ct Miami, Florida 33144-3722 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay the Seller the asking price of Two Hundred Nine Thousand Nine Hundred Dollars ($209,900), contingent upon the City obtaining a written appraisal from a licensed Florida appraiser stating that the appraised value is at least Two Hundred Nine Thousand Nine Hundred Dollars ($209,900). Any such appraisal shall be conducted during the Inspection Period defined below. If the Property does not appraise for the Purchase Price (defined below), Seller shall not be obligated to reduce the Purchase Price, and Seller may, at its sole discretion, terminate the contract. In the event that the Agreement is terminated due to an appraisal, Purchaser shall be entitled to return of the Deposit only. The Purchaser agrees to pay and the Seller agrees to accept for the Property the sum of Two Hundred Nine Thousand Nine Hundred Dollars ($209,900), (the "Purchase Price"). The Purchase Price shall be payable as follows: A. Deposit. To secure the performance by Purchaser of its obligations under this Agreement, within three (3) calendar days after the Effective Date, Purchaser will pay to Escrow Agent the sum of Ten Thousand Five Hundred Dollars ($10,500.00). B. Balance. The Balance to close (not including closing cost) is, One Hundred Ninety Nine Four Hundred Dollars ($199,400.00), shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check, official bank check or wire transfer. 1 3. EFFECTIVE DATE/TIME OF ACCEPTANCE: CONDITION PRECEDENT FOR APPROVAL The Effective Date of this Agreement shall be the date defined in the Real Estate Purchase Addendum. 4. ENVIRONMENTAL MATTERS A. Definitions. For purposes of this Agreement: The term "Hazardous Materials" shall mean and include without limitation, any substance, which is or contains (A) any "hazardous substance" as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et seq.) ("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (B) any "hazardous waste" as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et seq.); (C) any substance regulated by the Toxic Substances Control Act (15U.S.C., Section 2601 et. Seq.); (D) gasoline, diesel fuel, or other petroleum hydrocarbons; (E) asbestos and asbestos containing materials, in any form, whether friable or non -friable; (F) polychlorinated biphenyls; and (G) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property. The term "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the states, the counties, the cities, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil). B. Disclaimer As To Environmental Matters. Purchaser acknowledges and agrees that the purchase and sale of the Property shall be as -is where is in all respects, and Seller has not made, does not make and specifically negates and disclaims any representations, warranties (other than the limited warranty of title as set out in the special warranty deed), promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect to environmental matters with reference to the Property, including, but not limited to: (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the compliance of or by the Property, or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, pollution or land use, zoning or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of hazardous Materials. 2 Purchaser further acknowledges and agrees that it is being given the opportunity to inspect the Property, and all documents that may exist in the public records of the state, county and/or city relating to the environmental condition of the Property as part of this Agreement and that Purchaser is not relying solely upon any documents or representations made by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation of the Property. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. Seller is not liable or bound in any matter by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person. C. Inspection Period. i. Property Inspection: Subject to the terms and conditions set forth in the Addendum, Purchaser, its employees, agents, consultants and contractors shall have a period of fifteen (15) days from the Effective Date ("Property Inspection Period") in which to undertake at Purchaser's expense, such inspection. In the event that the Property is not acceptable to Purchaser following the Property Inspection or if the Property does not appraise for the purchase price set forth in the Agreement, Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement by delivering written notice of such election to Seller prior to the expiration of the Property Inspection Period and receive the return of the Deposit and all interest thereon, if any. ii. Environmental Inspection: Purchaser, its employees, agents, consultants and contractors shall have a period of forty five (45) days from the Effective Date (the "Environmental Investigation Period") in which to undertake at Purchaser's expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and his consultants to perform certain work or inspections in connection with evaluation to obtain environmental clearance of the Property (the "Environmental Inspection") after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. The Purchaser, at its sole option, upon giving written notice to Seller, may extend the Environmental Investigation Period for an additional twenty-five (25) days if based upon the results of the testing, additional testing is warranted. For the purpose of conducting the Environmental Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, full right of entry upon the Property during the Inspection Period through the closing date provided that notice of entry must be provided and entry onto the Property must be coordinated with Seller's agent. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractors in such a manner as not to cause any material damage or destruction of any nature whatsoever to, or interruption of the use of the Property by the Seller, its employees, officers, agents and tenants. Purchase of the Property is contingent upon a Phase I Environmental Site Assessment. In the event that the Property is not acceptable to Purchaser following the Phase I Environmental Site Assessment, Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement and receive the return of the Deposit and all interest thereon, if any. If Purchaser determines that the Property is not suitable due to issues identified3in the Environmental Inspection, Purchaser shall notify Seller on or prior to the expiration of the Investigation Period, and Purchaser shall provide any reports, testing results, etc underlying Purchaser's decision not to purchase the Property for environmental reasons. D. Inspection Indemnity, Insurance and Releases. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a continuing right of entry, the Purchaser hereby specifically agrees to: (i) immediately pay or cause to be removed any liens filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the inspection of the Property; (ii) repair and restore the Property to its pre- inspection condition with respect to any damages caused by the inspection; and (iii) to the extent allowed by Florida Statute §768.28, indemnify, defend and hold harmless Seller, its employees, officers and agents, from and against all claims, damages or losses incurred to the Property, or anyone on the Property as a result of the negligent actions taken by the Purchaser, with respect to the inspection of the Property, when such claim, demand, cause of action, damage, liability, loss or expense is caused by negligence of Purchaser, provided, however, Purchaser shall not be liable for the negligence or intentional misconduct of Seller, its employees, officers and agents. Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate. The provisions of this indemnity shall survive the Closing or the termination of this Agreement. Prior to Purchaser entering upon the Property for purposes of commencement of the Environmental Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or certificates of insurance in form and such reasonable amounts approved by the City of Miami's Risk Manager protecting the City, during the course of such testing, against all claims for personal injury and property damage arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, upon the Property or in connection with the Environmental Inspection. In consideration of the City's purchase of this property in "as is " condition at a purchase price, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Seller, the Seller, her heirs, representatives, successors and assigns do hereby release, acquit, discharge, and forever covenant not to sue the City of Miami, its officers, employees, successors and assigns from all actions, causes of action, demands, damages, liabilities, costs, attorney's fees, expenses and compensation in any way growing out of all known and unknown conditions of the Property herein being sold, whether such conditions be known or unknown on the date of execution of this Agreement, or of a past, present or future nature, and all property damages or personal injuries which I may now or subsequently have either now or at a later time. It is agreed that the consideration herein being paid to the Seller is for discharge of all such claims or actions, and that the Seller has carefully read this subsection and knows of its contents and agrees to same knowingly and voluntarily. This release and discharge shall survive the cancellation, closing or full performance of this Agreement, as applicable. Seller further waives, releases, discharges, and forever covenants not to sue the Purchaser, its officers and employees from any and all claims, causes of action, demands, costs, expenses or compensation, direct or indirect, known or unknown, foreseen or unforeseen which Seller or any of its heirs, successors or assigns now has or which may arise in the future on account or in any way related to or in connection with any present, past or future physical characteristic of the Property, 4 including, without limitation, any Hazardous Materials in, at, on, under or related to the Property, or any past violation, violation, potential or future violation or any environmental requirement applicable thereto. In addition, Seller, its heirs, successors and assigns specifically waives all current and future claims against Purchaser, its heirs, successors and assigns arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, as amended, and any other federal, state, or county law or regulation relating to Hazardous Materials in, on, or under the Property. This waiver, release and covenant shall survive the full performance, closing or termination of this agreement, as applicable. E. Waiver and Release. In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" condition and basis with all faults. 5. TITLE EVIDENCE Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents, which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof. Seller has no obligation to, but to the extent Seller has evidence of title, including abstracts, prior title policies and title reports, Seller shall provide copies of same to Purchaser, within five (5) calendar days of the Effective Date, to assist in Purchaser's title examination and obtaining title insurance. 6. CLOSING DATE Closing shall take place within forty-five (45) days after the Effective Date or within a reasonable time thereafter, at a mutually agreeable time (the "Closing") at the City of Miami, Department of Real Estate and Asset Management located at 444 SW 2 Avenue, 3' d Floor, Miami, Florida or at such other location within the City of Miami that the Purchaser may designate in writing by affording a notice to Seller as provided herein. The parties may, subject to mutual written agreement, establish an earlier date for 'Closing. Notwithstanding the foregoing, in the event the Seller elects to satisfy any title objections pursuant to the terms of Section 5 hereof, then Seller shall have the right to extend the Closing date set forth herein. 5 7. CLOSING COSTS AND ADJUSTMENTS. At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows: A. Certified/Pending Liens: Except for pending lien CE2013011328, certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller. Pending liens as of the Closing Date shall be assumed by Purchaser. Purchaser hereby acknowledges and takes the Property subject to the City of Miami's pending lien CE2013011328. B. Closing Costs (1) Each party shall be responsible for its own attorney's fees, paralegal costs, closing agent or similar costs incurred in connection with the Closing. (2) Purchaser shall pay all other closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to: O all inspection and enviromnental testing costs; (ii) documentary stamps and surtax on the deed; (iii) all recording charges and filing fees payable in connection with the transfer of the Property hereunder; 8. DESIGNATION OF REPRESENTATIVES Purchaser and Seller acknowledge that proper communication between Purchaser and Seller, and between Purchaser and any governmental authorities having jurisdiction over environmental matters, is to be an important component of the Purchaser's Environmental Inspection period and title examination. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective behalves to be their environmental and title representatives, to wit: On behalf of Purchaser: City of Miami Department of Real Estate and Asset Management Daniel Rotenberg, Director 444 SW 2 Avenue, 3''`i Floor Miami, FL 33130 Telephone No.: (305) 416-1452 Fax (305) 416-2156 With a copy to Victoria Mendez, City Attorney City of Miami 444 SW 2 Avenue, Suite 945 Miami, FL 33130 6 On behalf of Seller: Raul Estrada Dash- A Real Estate Company 132 Madeira Ave Coral Gables, F133134 k305) 731-2226 Lisha A. Wheeler Associate General Counsel 14211 Dallas Parkway, Suite 1000 Dallas, Texas 75254-2916 9. NOTICES All notices or other communications, which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: Purchaser: Seller: City Manager City of Miami Post Office Box 330708 Miami, FL 33233-0708 Copies To: Director City of Miami Department of Real Estate and Asset Management 444 SW 2 Avenue, 3'd Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 10. ATTORNEY'S COSTS Fannie Mae C/o Dash- A Real Estate Company 132 Madeira Ave Coral Gables, F133134 Copies To: Associate General Counsel Fannie Mae Lisha A. Wheeler Associate General Counsel 14211 Dallas Parkway, Suite 1000 Dallas, Texas 75254-2916 If it shall be necessary for either party to this Agreement to bring suit to enforce any provisions hereof or for damages on account of any breach of this Agreement, then each party on any issue in any such litigation and any appeals shall bear their own respective attorney's fees. 11. WAIVERS No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to comply. All remedies, rights, undertaking, obligations and agreement contained herein shall be cumulative and not mutually exclusive. 12. STJRVIVAL OF REPRESENTATIONS/WARRANTIES All relevant terms of this Agreement, where appropriate, shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law. 7 13. EFFECT OF THIS EXHIBIT A This Exhibit A amends and Supplements the Real Estate Purchase Contract and the Real Estate Purchase Addendum. In the event that there is a conflict between this Exhibit A and the Real Estate Purchase Contract and the Real Estate Purchase Addendum, the terms of this Exhibit A shall take precedence and shall prevail, except as otherwise provided by law. 14. AUTHORITY OF CITY MANAGER The Resolution of the City Commission of the Purchaser shall, in addition to approving the purchase contemplated under this Agreement, empower the City Manager of the Purchaser to modify this Agreement in the event a modification to this Agreement becomes necessary or desirable. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. Signed, sealed and delivered in the presence of: "PURCHASER" Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: By: Daniel J. Alfonso City Manager ATTEST: Todd B. IIannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney APPROVED AS TO INSURANCE REQUIREMENT: Ann -Marie Sharpe, Director Risk Management Department 8 "SELLER" Executed by: Fannie Mae on PrintNalnc 9