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Exhibit - Agreement
Vacant Land Contract FLORIDA ASSOCIATION OF REALTORS' I PARTIES AND DESCRIPTION OF PROPERTY 1, SALE AND PURCHASE: Fannie Mae ("Seller") 3' and City of Miami , a municipal corporation of the State of Florida .... ......... .._...._._._......._..._ ("Buyer") agree to sell and buy on the terms and conditions Specified below the property ("Property) described as; Address: 1197 SW 19 AVE, Miami, FL 33135-5149 c,- legal Description. 10 54 41 SOUTH SHENANDOAH PB 11 64 LOT 12 BLK 2 LOT SIZE 57.000 X 118 and/or r Parcel Number(s): 01-4110-064-0172, Lot Number(s): SOUTH SHENANDOAH PB 11-64 LOT 12 BLK 2 19' 1 I' 12' 14' including all improvements and the following additional property: 15 16• 2, PURCHASE PRICE: $ 237,900 19 70' 23,790 PRICE AND FINANCING payable by Buyer in U.S. funds as follows: • (a) $...... .... _.. ___......... .... Deposit received (checks are subject. to clearance) on ,.._ ,_3 days from.ED 3_days fr by for delivery to Seller's Closing Co ("Escrow Agent") Signature Name of Company (Address of Escrow Agent) ___._.___._._...__. Phone ;# of Escrow Agent _.._......._........... .._.........._....__._....__........._....._......_ 22' (b) i0-...---..._._...._......_ Additional deposit to be delivered to Escrow Agent by .....--._..._.___.._.,.........._.__.._.__. 23' car.........._.._....... days from Effective Date (10 days if left blank). 24' (c) �._.._..._ 0__..._._._.._...._...__ Total financing (see Paragraph 3 below) (express as a dollar amount or percentage) is' 0 Other:..._._....__...._._..._. 26 (e) $ BALANCE Balance to close (not including Buyer's closing costs, prepaid items and prorations), All funds 21 paid at closing must be paid by locally drawn cashier's check, official check or wired funds. 28' 29' 30' 31 ?, ' 33' ❑ (f) (complete only if purchase price will be determined based on a per unit cost instead of a fixed price) The unit used to determine the purchase price is ❑ lot ❑ acre ❑ square foot ❑ other (specify:.-..__..._.._....----........_......___...._...-..__. proraung areas of less than a full unit. The purchase price vvill be $ _.._.__._..__.__._. per unit based on a calculation of total area of the Property as certified to Buyer and Seller by a Florida -licensed surveyor in accordance with Paragraph 8(c) of this Contract. The following rights of way and other areas will be excluded from the calculation: -__..._........_.........._._..._.__.._ ..,__...... 34` 3. CASH/FINANCING; (Check as applicable) ❑x (a) Buyer will pay cash for the Property with no financing contingency. 0 (b) This Contract is contingent. on Buyer qualifying and obtaining the commitments) or approval(s) specified below (the rr "Financing") within days from Effective Date (if left blank then Closing Date or 30 days from affective Date, whichever 37' occurs first) (the "Financing Period"). Buyer will apply for Financing within days from Effective Date (5 days if left blank) 3s and will timely provide any and all credit, employment, financial and other information required by the lender. If Buyer, after :39 using diligence anc.l good faith, cannot obtain the Financing within the Financing Period, either party may cancel this Contract 40 and Buyer's deposit(s) will be returned after Escrow Agent receives proper authorization from all interested parties. 41' 0 (1) New Financing: Buyer will secure a commitment for new third party financing for __......_ or 42' % of the purchase price at the prevailing interest rate and loan costs based on Buyer's creditworthiness. Buyer 43 will keep Seller and Broker fully informed of the loan application status and progress and authorizes the lender or 44 mortgage broker to disclose all such information to Seiler and Broker. 4s ❑ (2) Seller Financing: Buyer will execute a ❑ first ❑ second purchase money note and mortgage to Seller in the Ors° amount of $..... _...__........._.......... , bearing annual interest at ...----.._....._% and payable as follows; .................- , 477' .. 48 The mortgage, note, and any security agreement will he in a form acceptable to Seller and will follow forms generally ,.(Y1 accepted in the county where the Property is located; will provide for a late payment fee and acceleration at the mortgagee's 50' Buyer ( ) ( ) and Seller ( .) (... „) acknowlec.lge receipt of a copy of this page, which. is Page 1 of 7 Pages. EI VAC-9 Rev. 4/0'7 co 2007 Florida Association of RIiN..TOas' All Rights Reserved Licensed to ESSLINGER•WOOTEN•MAXWELL, Inc., Realtors® form simplicity looms, made simple. rmanv. 51 52 :;e 5>4 55 5l;' 5 7• 58' 59' 60" 61' 62 E13" (j4 ' (;5 66 67 t;,' 69 71 72 73 74 75 76 77 71a 79 830 81 82` :33 84 85 t17 88 89 90 91' 92 ::13' 94* 95' 9r 91• 9(i 99 100 '101 '102 103 104 105 106. 107 108 109' option if Buyer defaults; will give Buyer the right to prepay without penalty all or part of the principal at any time(s) with interest. only to date of payment; will be due on conveyance or sale; will provide for release of contiguous parcels, if applicable; and will require Buyer to keep liability insurance on the Property, with Seller as additional named insured. Buyer authorizes Seller to obtain credit, employment and other necessary information to determine creditworthiness for the financing. Seller will, within 10 clays from Effective Date, give Buyer written notice of whether or not Seller will make the loan. (3) Mortgage Assumption: Buyer will take title subject to and assume and pay existing first mortgage to ,______. _...._._......._. in the approximate amount of $ currently payable at. ____._.._._...._.._..._......._...._...._._.__._ per month including principal, interest, ❑ taxes and insurance and having a ❑ fixed ❑ other (describe) _.__......_.._. interest rate of ..._.__ _., % which ❑ will ❑ will not escalate upon assumption, Any variance In the mortgage will be adjusted in the balance due at closing with no adjustment to purchase price. Buyer will purchase Seller's escrow account dollar for dollar. If the lender disapproves Buyer, or the Interest rate upon transfer exceeds _...__% or the Cassurnption/transfer fee exceeds .-...__.._....._.......__......._..... , either party may elect to pay the excess, failing which. this agreement will terminate and Buyer's deposit(s) will be returned. CLOSING 4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and possession delivered on October 31 , 2015 ("Closing Date"). Unless the Closing Date is specifically extended by the Buyer and Seller or by any other provision in this Contract, the Closing Date shall prevail over all other time periods including, but not limited to, financing and feasibility study periods. If on Closing Date insurance underwriting is suspended, Buyer may postpone closing up to 5 days after the insurance suspension is lifted. If this transaction does not close for any reason, Buyer will immediately return all Seller -provided title evidence, surveys, association documents and other items. 5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the Property is located and may be conducted by mail or electronic means. If title insurance insures Buyer for title defects arising between the title binder effective date and recording of Buyer's deed, closing agent will disburse at closing the net sale proceeds to Seller (in local cashier's checks if Seller requests in writing at least 5 days prior to closing) and brokerage fees to Broker as per Paragraph 17. In addition to other expenses provided in this Contract, Seller and Buyer will pay the costs indicated below, (a) Seller Costs: Taxes on the deed Recording fees for documents deeded to cure title Title evidence (if applicable under Paragraph 8) Other:_........_......_._.....__..._........._.....__..........._.._...._.._...._.......... (b) Buyer Costs: Taxes and recording fees on notes and mortgages Recording fees on the deed and financing statements Loan expenses Lender's title policy at the simultaneous issue rate Inspections Survey and sketch Insurance Other _........_..._ ._._..._.. (c) Title Evidence and Insurance; Check (1) or (2): ❑x (1) The title evidence will be a Paragraph 8(a)(1) owner's title insurance commitment. El Seller will select the title agent and will pay for the owner's title policy, search, examination and related charges or ❑ Buyer will select the title agent and pay for the owner's title policy, search, examination and related charges or ❑ Buyer will select the title agent and Seller will pay for the owner's title policy, search, examination and related charges. ❑ (2) Seller will provide an abstract as specified in Paragraph 8(a)(2) as title evidence. ❑ Seller ❑ Buyer will pay for the owner's title policy and select the title agent. Seller will pay fees for title searches prior to closing, including tax search and lien search fees, and Buyer will pay fees for title searches after closing (if any), title examination fees and closing fees. (d) Prorations: The following items will be made current and prorated as of the day before Closing Date: real estate taxes, interest, bonds, assessments, leases and other Property expenses and revenues. If taxes and assessments for the current year cannot be determined, the previous year's rates will be used with adjustment for any exemptions. PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES, IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER'S OFFICE FOR FURTHER INFORMATION. (e) Special Assessment by Public Body: Regarding special assessments imposed by a public body, Seller will pay (i) the full amount of liens that are certified, confirmed and ratified before closing and (ii) the amount of the last estimate of the assessment 1n' Buyer ..) ......_..._) and Seller (.................) (_.......___-) acknowledge receipt of a copy of this page, which is Page 2 of 7 Pages. VAC-9 Rev. 4107 0 2007 Florida Association of 0t,AI.To Y All Rights Reserved Licensed to ESSLINGER•WOOTEN•MAXWELL, Inc., Realtors® formsimplicity farms, made sople Imally. 11 if an improvement is substantially completed as of Effective Date but has not resulted in a lien before closing, and Buyer will pay 112' all other amounts, If special assessments may be paid in installments ❑ Buyer ❑ Seller (if left blank, Buyer) shall pay installments 113 due after closing. If Seller is checked, Seller will pay the assessment in full prior to or at the time of closing. Public body does not include a Homeowner Association or Condominium Association. 15 (f) Tax Withholding: If Seller is a "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code •1e requires Buyer to withhold 10% of the amount realized by the Seller on the transfer and remit the withheld amount to the 117 Internal Revenue Service (IRS) unless an exemption applies, The primary exemptions are (1) Seller provides Buyer with an f3 affidavit that Seller is not a "foreign person", (2) Seller provides Buyer with a Withholding Certificate providing for reduced or 11s eliminated withholding, or (3) the gross sales price is $300,000 or less, Buyer is an individual who purchases the Property to 120 use as a residence, and Buyer or a member of Buyer's family has definite plans to reside at the Property for at least 50% of 121 the number of days the Property is in use during each of the first two 12 month periods after transfer. The IRS requires Buyer 122 and Seller to have a U.S, federal taxpayer identification number ("TIN"). Buyer and Seller agree to execute and deliver as 123 directed any instrument, affidavit or statement reasonably necessary to comply with FIRPTA requirements including applying 124 for a TIN within 3 days from Effective Date and delivering their respective TIN or Social Security numbers to the Closing Agent. 2F, If Seller applies for a withholding certificate but the application is still pending as of closing, Buyer will place the 10% tax in 126 escrow at Seller's expense to be disbursed in accordance with the final determination of the IRS, provided Seller so requests 127 and gives Buyer notice of the pending application in accordance with Section 1445. If Buyer does not pay sufficient cash at 1283 closing to meet the withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 120 requirement. Buyer will timely disburse the funds to the IRS and provide Seller with copies of the tax forms and receipts, 130 (g) 1031 Exchange: if either Seller or Buyer wishes to enter into a like -kind exchange (either simultaneously with closing or 131 after) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party will cooperate in all reasonable respects 132 to effectuate the Exchange including executing documents; provided, however, that the cooperating party will incur no liability 133 or cost related to the Exchange and that the closing shall not be contingent upon, extended or delayed by the Exchange. 134 PROPERTY CONDITION 135 6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, with conditions 136 resulting from Buyer's Inspections and casualty damage, if any, excepted. Seller will maintain the landscaping and 137 grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Property's 138 condition without the Buyer's prior written consent. 139 (a) Flood Zone: Buyer is advised to verify by survey, with the lender and with appropriate government agencies which 140 flood zone the Property is in, whether flood insurance Is required and what restrictions apply to improving the Property and 141 rebuilding in the event of casualty. 142 (b) Government Regulation: Buyer is advised that changes in government regulations and levels of service which 143 affect Buyer's intended use of the Property will not be grounds for canceling this Contract if the Feasibility Study 144 Period has expired or if Buyer has checked choice (c)(2) below, A.'.i (c) Inspections: (check (1) or (2) below) 146' 0 (1) Feasibility Study: Buyer will, at Buyer's expense and within 10 days from Effective Date ("Feasibility Study 47' Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for 1413° use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental 149 assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to Ise; determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and 151 zoning restrictions; subdivision statutes; soil .and grade; availability of access to public roads, water, and other utilities; 152 consistency with local, state and regional growth management plans; availability of permits, government approvals, and 153 licenses; and other Inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's 154 intended use, If the Property must be rezoned, Buyer will obtain the rezoning from the appropriate government agencies. 155 Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. 156 Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility I 3,7 Study Period for the purpose of conducting Inspections; provided, however, that Buyer, its agents, contractors and 168 assigns enter the Property and conduct Inspections at their own risk, Buyer will indemnify and hold Seller harmless 159 from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, expenses and liability 160 incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of 161 any and all Inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a 162 construction lien being filed against the Property without Seller's prior written consent. If this transaction does not 163 close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and '164 return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports 165 and other work generated as a result of the Inspections. 166 Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's 167 determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement 1681 will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property 1613 is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed 170 terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow 171 Agent receives proper authorization from all interested parties. 172' El (2) No Feasibility Study: Buyer is satisfied that the Property is suitable for Buyer's purposes, including being 173 satisfied that either public sewerage and water are available to the Property or the Property will be approved for the 174' Buyer (-__-) (_.._.__....) and Seller (_...-._.._..) (...---.._-..) acknowledge receipt of a copy of this page, which is Page 3 of 7 Pages, VAC-9 Rev, 4/07 2a 2007 81011d8 Asssocfalion of rREALrr1?s•• All Rights Reserved Licensed to ESSLINGER•WOOTEN•MAXWELL, Inc., Realtors© form simplicity roans. made simple, finally. "75 installation of a well and/or private sewerage disposal system and that existing zoning and other pertinent regulations 17r and restrictions, such as subdivision or deed restrictions, concurrency, growth management and environmental 77 conditions, are acceptable to Buyer. This Contract is not contingent on Buyer conducting any further investigations. 1'i (d) Subdivided Lands: If this Contract is for the purchase of subdivided lands, defined by Florida Law as "(a) Any 179 contiguous land which is divided or is proposed to be divided for the purpose of disposition into 50 or more lots, 1r;0 parcels, units, or interests; or (b) Any land, whether contiguous or not, which is divided or proposed to be divided into 111 50 or more lots, parcels, units, or interests which are offered as a part of a common promotional plan.", Buyer may 182 cancel this Contract for any reason whatsoever for a period of 7 business days from the date on which Buyer executes 183 this Contract, If Buyer elects to cancel within the period provided, all funds or other property paid by Buyer will be 184 refunded without penalty or obligation within 20 days of the receipt of the notice of cancellation by the developer. 125 7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially damaged by casualty before closing, 186 or Seller negotiates with a governmental authority to transfer all or part of the Property in lieu of eminent domain proceedings, 187 or if an eminent domain proceeding is initiated, Seller will promptly inform Buyer. Either party may cancel this Contract 188 by written notice to the other within 10 days from Buyer's receipt of Seller's notification, failing which Buyer will close in 1f1[r accordance with this Contract and receive all payments made by the government authority or insurance company, if any. 1190 TITLE 191 8. TITLE: Seller will convey marketable title to the Property by statutory warranty deed or trustee, personal representative 192 or guardian deed as appropriate to Seller's status. 193 (a) Title Evidence: Title evidence will show legal access to the Property and marketable title of record in Seller in 194 accordance with current title standards adopted by the Florida Bar, subject only to the following title exceptions, none of 195' which prevent Buyer's intended use of the Property as ; covenants, easements and 196 restrictions of record; matters of plat; existing zoning and government regulations; oil, gas and mineral rights of record if 197 there is no right of entry; current taxes; mortgages that Buyer will assume; and encumbrances that Seller will discharge at 198 or before closing, Seller will deliver to Buyer Seller's choice of one of the following types of title evidence, which must be 199 generally accepted in the county where the Property is located (specify in Paragraph 5(c) the selected type). Seller will use 200 option (1) in Palm Beach County and option (2) in Miami -Dade County. 201 (1) A title insurance commitment issued by a Florida -licensed title insurer in the amount of the purchase price and 202 subject only to title exceptions set forth in this Contract and delivered no later than 2 days before Closing Date. 203 (2) An existing abstract of title from a reputable and existing abstract firm (if firm is not existing, then abstract must be 204 certified as correct by an existing firm) purporting to be an accurate synopsis of the instruments affecting title to the 205 Property recorded in the public records of the county where the Property is located and certified to Effective Date, -206 However if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed insurer 207 as a base for reissuance of coverage, Seller will pay for copies of all policy exceptions and an update in a format 206 acceptable to Buyer's closing agent from the policy effective date and certified to Buyer or Buyer's closing agent, 209 together with copies of all documents recited in the prior policy and in the update. If a prior policy is not available to 210 Seller then (1) above will be the title evidence. Title evidence will be delivered no later than 10 days before Closing Date, 211 (b) Title Examination: Buyer will examine the title evidence and deliver written notice to Seller, within 5 days from receipt 212 of title evidence but no later than Closing Date, of any defects that make the title unmarketable, Seller will have 30 days 213 from receipt of Buyer's notice of defects ("Curative Period") to cure the defects at Seller's expense. If Seller cures the 214 defects within the Curative Period, Seller will deliver written notice to Buyer and the parties will close the transaction on 215 Closing Date or within 10 days from Buyer's receipt of Seller's notice if Closing Date has passed. If Seller is unable to 216 cure the defects within the Curative Period, Seller will deliver written notice to Buyer and Buyer will, within 10 days from 217 receipt of Seller's notice, either cancel this Contract or accept title with existing defects and close the transaction. 218 (c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have the Property surveyed and deliver written 219 notice to Seller, within 5 days from receipt of survey but no later than 5 days prior to closing, of any encroachments on 22o the Property, encroachments by the Property's improvements on other lands or deed restriction or zoning violations. Any 221 such encroachment or violation will be treated in the same manner as a title defect and Buyer's and Seller's obligations 222 will be determined in accordance with subparagraph (b) above, 223 (d) Coastal Construction Control Line: If any part of the Property lies seaward of the coastal construction control line as 224 defined in Section 161,053 of the Florida Statutes, Seller shall provide Buyer with an affidavit or survey as required by law 225 delineating the line's location on the Property, unless Buyer waives this requirement in writing. The Property being purchased 226 may be subject to coastal erosion and to federal, state, or local regulations that govern coastal property, including delineation 22/ of the coastal construction control line, rigid coastal protection structures, beach nourishment, and the protection of marine 228 turtles. Additional information can be obtained from the Florida Department of Environmental Protection, including whether 220 there are significant erosion conditions associated with the shoreline of the Property being purchased. 230" D Buyer waives the right to receive a CCCL affidavit or survey. 231 MISCELLANEOUS 232 9. EFFECTIVE DATE; TIME; FORCE MAJEURE: 233 (a) Effective Date: The "Effective Date" of this Contract is the date on which the last of the parties initials or sighs and 234 delivers final offer or counteroffer. Time is of the essence for all provisions of this Contract. 235 (b) Time: All time periods expressed as days will be computed in business days (a "business day" is every calendar day 2:36 except Saturday, Sunday and national legal holidays). If any deadline falls on a Saturday, Sunday or national legal 2377" Buyer (._ ) (........._._.) and Seller (__..........._) (.._.._.....) acknowledge receipt of a copy of this page, which is Page 4 of 7 Pages, VAC-9 Rev, 4/07 t0 2007 Florida Association of Rrrui0RS• All Rights Reserved Licensed to ESSLINGER•WOOTEN•MAXWELL, Inc., Realtors® formsiinplicity forms. made ample. Finely. 238 holiday, performance will be due the next business day. All time periods will end at 5:00 p.m. local time (meaning in the 239 county where the Property is located) of the appropriate day. 240 (c) Force Majeure: Buyer or Seller shall not be required to perform any obligation under this Contract or be liable to 241 each other for damages so long as the performance or non-performance of the obligation is delayed, caused or prevented 242 by an act of God or force majeure. An "act of God" or "force majeure" is defined as hurricanes, earthquakes, floods, fire, 243 unusual transportation delays, wars, insurrections and any other cause not reasonably within the control of the Buyer or 244 Seller and which by the exercise of due diligence the non -performing party is unable in whole or in part to prevent or 245 overcome. All time periods, including Closing Date, will be extended (not to exceed 30 days) for the period that the force 246 majeure or act of God is in place. In the event that such "act of God" or "force majeure" event continues beyond the 30 247 days in this sub -paragraph, either party may cancel the Contract by delivering written notice to the other and Buyer's 240 deposit shall be refunded. 249 10. NOTICES: All notices shall be in writing and will be delivered to the parties and Broker by mail, personal delivery or 2 0 electronic media. Buyer's failure to deliver timely written notice to Seller, when such notice is required by this Contract, 251 regarding any contingencies will render that contingency null and void and the Contract will be construed as if the 26,2 contingency did not exist. Any notice, document or item delivered to or received by an attorney or licensee (including a 253 transaction broker) representing a party will be as effective as if delivered to or by that party. 2.,4 11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and Seller. Except for brokerage 255 agreements, no prior or present agreements will bind Buyer, Seller or Broker unless incorporated into this Contract. 266 Modifications of this Contract will not be binding unless in writing, signed or initialed and delivered by the party to be bound. 257 This Contract, signatures, initials, documents referenced in this Contract, counterparts and written modifications 258 communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten 259 or typewritten terms Inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract Is or 26o becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. Buyer and Seller will use diligence 261 and good faith in performing all obligations under this Contract. This Contract will not be recorded in any public records. 262 12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without Seller's written consent. The terms 263 "Buyer," "Seller," and "Broker" may be singular or plural. This Contract is binding on the heirs, administrators, executors, 264 personal representatives and assigns (if permitted) of Buyer, Seller and Broker. 2266 DEFAULT AND DISPUTE RESOLUTION 265 13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller to make Seller's title marketable after diligent effort, 267 Seller fails, refuses or neglects to perform this Contract, Buyer may choose to receive a return of Buyer's deposit without 268 waiving the right to seek damages or to seek specific performance as per Paragraph 14. Seller will also be liable to Broker for 269 the full amount of the brokerage fee. (b) Buyer Default: If Buyer fails to perform this Contract within the time specified, including 270 timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated 271 damages or to seek specific performance as per Paragraph 14; and Broker will, upon demand, receive 50% of all deposits 272 paid and agreed to be paid (to be split equally among Brokers) up to the full amount of the brokerage fee, 273 14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All controversies, claims, and other matters in 274 question arising out of or relating to this transaction or this Contract or its breach will be settled as follows: 275 (a) Disputes concerning entitlement to deposits made and agreed to be made: Buyer and Seller will have 30 days from 276 the date conflicting demands are made to attempt to resolve the dispute through mediation, If that fails, Escrow Agent 27../ will submit the dispute, if so required by Florida law, to Escrow Agent's choice of arbitration, a Florida court or the /:18 Florida Real Estate Commission ("FREC"). Buyer and Seller will be bound by any resulting award, judgment or order. A 279 broker's obligation under Chapter 475, FS and the FREC rules to timely notify the FREC of an escrow dispute and timely Zan resolve the escrow dispute through mediation, arbitration, interpleader, or an escrow disbursement order, if the broker so 281 chooses, applies only to brokers and does not apply to title companies, attorneys or other escrow companies. 282 (b) All other disputes: Buyer and Seller will have 30 days from the date a dispute arises between them to attempt to 283 resolve the matter through mediation, failing which the parties will resolve the dispute through neutral binding 784 arbitration in the county where the Property is located. The arbitrator may not alter the Contract terms or award any 286 remedy not provided for in this Contract. The award will be based on the greater weight of the evidence and will 286 state findings of fact and the contractual authority on which it is based. If the parties agree to use discovery, it will 287 be in accordance with the Florida Rules of Civil Procedure and the arbitrator will resolve all discovery -related 2as disputes. Any disputes with a real estate licensee named in Paragraph 17 will be submitted to arbitration only if the 239 licensee's broker consents in writing to become a party to the proceeding. This clause will survive closing. 290 (c) Mediation and Arbitration; Expenses: "Mediation" is a process in which parties attempt to resolve a dispute by 201 submitting it to an impartial mediator who facilitates the resolution of the dispute but who is not empowered to impose a 292 settlement on the parties. Mediation will be in accordance with the rules of the American Arbitration Association ("AAA") or 293 other mediator agreed on by the parties. The parties will equally divide the mediation fee, if any. "Arbitration" is a process in 294 which the parties resolve a dispute by a hearing before a neutral person who decides the matter and whose decision is 295 binding on the parties. Arbitration will be in accordance with the rules of the AAA or other arbitrator agreed on by the parties. 208 Each party to any arbitration will pay its own fees, costs and expenses, including attorneys' fees, and will equally split the 2nr arbitrators' fees and administrative fees of arbitration. In a civil add 208 arbitrati n shall- be entitled t re-c vcr fr m the no•nprcvailing arty recocnablc attorneys' fern, c ots and expenses. 291r Buyer (-.._.._._..) (_........__) and Seller (----..._....) (-..___...) acknowledge receipt of a copy of this page, which is Page 5 of 7 Pages. VAC-9 Rev. 4/07 '0 2007 Florida Association of RUMORS' All Rights Reserved Licensed to ESSLINGER.WOOTEN•MAXWELL, Inc., Realtors® form simplicity forms, made simple. Ilnall'. 300 301 302 303 304 305 306 :307 308 ESCROW AGENT AND BROKER 15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit and hold funds and other items in escrow and, subject to clearance, disburse them upon proper authorization and in accordance with Florida law and the terms of this Contract, including disbursing brokerage fees. The parties agree that Escrow Agent will not be liable to any person for misdelivery of escrowed items to Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach of this Contract or gross negligence, If Escrow Agent interpleads the subject matter of the escrow, Escrow Agent will pay the filing fees and costs from the deposit and will recover reasonable attorneys' fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. All claims against Escrow Agent will be arbitrated, so long as Escrow Agent consents to arbitrate. 300 16, PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seiler to verify all facts and representations 310 that are important to them and to consult an appropriate professional for legal advice (for example, interpreting contracts, 311 determining the effect of laws on the Property and transaction, status of title, foreign investor reporting requirements, the 3.12 effect of property lying partially or totally seaward of the Coastal Construction Control Line, etc.) and for tax, property 1 condition, environmental and other specialized advice. Buyer acknowledges that Broker does not reside in the Property 314 and that all representations (oral, written or otherwise) by Broker are based on Seller representations or public records. 31ti Buyer agrees to rely solely on Seller, professional inspectors and governmental agencies for verification of the Property 315 condition and facts that materially affect Property value. Buyer and J�ectidcly- wi 31ri In 319 and S e•W-e li eic,—I3 :320 321 322 323 324 325 cr and Broker's officcra, d IUJJ VI U i refforrrrerfce, -61—B-dye" r,cr's referral, rcc mmcndnti n r retention f any send r; (3) pr ducts r services prAD.1u[1,p �a,p �.. �t_F_pad r„ n.J /A\ dvnrn� rrnrl h, n" rl r ,aFnrY Inn .�' Cnll nnrh �rtumti£uLL. ncal� I F.,. Imo¢""�.��"'`� ��� ,'�'®i'� i—`."P�' r , 'r respective v ndora. This paragraph will not relieve Broker of statutory obligations. For purposes of this paragraph, Broker will be treated as a party to this Contract. This paragraph will survive closing, 326 17. BROKERS: The licensee(s) and brokerage(s) named below are collectively referred to as "Broker." Instruction to Closing 327 Agent: Seller and Buyer direct closing agent to disburse at closing the full amount of the brokerage fees as specified in 323 separate brokerage agreements with the parties and cooperative agreements between the brokers, except to the extent 3213 Broker has retained such fees from the escrowed funds. In the absence of such brokerage agreements, closing agent will no disburse brokerage fees as indicated below. This paragraph will not be used to modify any MLS or other offer of 3,31 compensation made by Seller or listing broker to cooperating brokers. 332'_ _ __Ana B. Cuan 333' Selling ,Sales Associate/License No. 0617315 334' Ana B. Cuan_LL 335' Listing Sales Associate/License No, 0617315 336 EWM Realty International Selling Finn/Brokerage Fee: ($ or % of Purchase Price) EWM Realty International Listing Firm/Brokerage fee: ($ or % of Purchase Price) ADDITIONAL TERMS .331' 18. ADDITIONAL TERMS: At time of closing, Buyer shall pay a Flat Fee Commission in the amount of $ 250 to Esslinger 336' Wooten Maxwell, Inc. 33!I' 340' Pursuant to Section 28 of the Real Estate Purchase Addendum, this document is subject to all terms and conditions set forth in the 341' Real Estate Purchase Addendum. 342' 343' Contingent upon City obtaining,at City's expense, a written appraisal from alicense Florida appraiser, stating that the appraisal 344' value of the above referenced property is at least $237,900. 345- 46' Contingent to a Phase I Environmental Site Assessment. �4.r,. 148' The seller is to clear all the title issues prior to closing; except for any existing City of Miami Liens that currently encumber the 3411' property, which the City will acknowledge in the Purchase Agreement. 350' 51' The Seller is to vacate all tenants prior to closing. 352' 36:3' 354' ;355' 356' 1, . 35r �•��' Buyer (..___...._..) ( )and Seller (..._._.._.._) (_..._.._..) acknowledge receipt of a copy of this page, which is Page 6 of 7 Pages. VAC-9 Rev, 4/0'7 '0 2007 Florida Association of RsnI.1'oos' All Rights Reserved Licensed to ESSLINGER,WOOTEN•MAXWELL, Inc., Realtors@ formsimplicity forms. made simple. nnally. 359' 360' 61' 362' 36 3' 364' 365' 366' 36'/' 368" 369' 3 70' 371' 372' 373' 374' 3 76' Sat, This is intended to be a legally binding contract. If not fully understood, seek the advice of an attorney prior to signing. :3'77 OFFER AND ACCEPTANCE 37o' (Check if applicable: Buyer received a written real property disclosure statement from Seller before making this Offer,) :11 i Buyer offers to purchase the Property on the above terms and conditions. Unless this Contract is signed by Seller and a 380' copy delivered to Buyer no later than ❑ a.m. ❑ p.m. on this offer will be 381 revoked and Buyer's deposit refunded subject to clearance of funds, 382 COUNTER OFFER/ REJECTION 303" Seller counters Buyer's offer (to accept the counter offer, Buyer must sign or initial the counter offered terms and deliver a 384 copy of the acceptance to Seller. Unless otherwise stated, the time for acceptance of any counteroffers shall be 2 days from 3885' the date the counter is delivered. ❑ Seller rejects Buyer's offer. 388r" Date : Buyer; See attached signature page 387' Print. name: 388' Date: Buyer: 389` Phone. Print name: 390' Fax: Address: 391' E-mail: 392' D a9:3' e 394' Date:. 395' Phone: 39a• Fax: :39.7` E-mail: 398' Effective Date: _...__.. Seiler; City of Miami Print name: Seller: Fannie Mae Printname: Address: .. (The date on which the last party signed or initialed and delivered the final offer or counteroffer.) 99' Buyer ( ) (_ ._--..) and Seller (...__......-) (_. ...,) acknowledge receipt of a copy of this page, which is Page 7 of 7 Pages. The Florida Association or Reuutr ; and local Board/Association of R1:, oons make rlo representation as to the Legal validity or adequacy of any provision of this form in any specific transaction 'this standardized form should not be used in complex tfailS8CtiOrIS or with extensive riders or additions This form is available for use by the entire real estate industry and is not intended to identify the tier as r Rl.nt )r.Ja. Renulol> is a registered collective membership mark that may bo usod only by real estate licen%sees who are members of the National Aasociation of Ren'roa and who subscribe to its Coda of Ethics thr; copyright laws of the United States (17 U.S. Code} forbid the unauthorized reproduction of blank lorals by any means including facsimile or computerized forms. VAC..9 Rev. 4/07 ;t, 2007 Florida Association or REAI..TOrRS' All Rights Reserved Licensed to ESSLINGER•WOOTEN•MAXWELL, Inc„ Realtors® formsimplicity forms. made a,mpl0. Iaally. REO # A150JTV 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 City of Miami ("Purchaser") for the property and improvements located at the following address: 1197 SW 19 AVE, Miami, FL 33135-5149 ( "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$237,900.00 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 Agreement 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 $23,790.00 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 term "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. 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 Agreement. 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 October 31 , 2015 ("Expiration Date"), unless extended in writing signed by the Seller and the Purchaser or extended by the Seller under the terms of the Agreement. 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. 3. Financing: This Agreement (check one): (❑x) is cash (0) is (D) 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): _a Conventional 0 FHA jf VA J.1 Other (specify: All Financing. If this Agreement is contingent on financing, the Purchaser shall apply for a loan in the amount of $0.00 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. PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) 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. Use of Property: The Purchaser (check one): ((-j) does, ( )1- ) does not, intend to use and occupy the Property as Purchaser's primary residence. 5. Inspections: (a) On or before ten (10) calendar days 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 ten (10) 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 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 terns 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 subjectto 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 2 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (I0/7/2014) GUARANTEE ANY WORK, REPAIRS OR TREATMENTS TO THE PROPERTY. THE 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 TIIE 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 TI-IIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, TIIE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT TI-IE 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 I-IAVE 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 TIIE FOLLOWING: (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 REDHIBiT'ORY 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. fy th, 5�lhr from any and all elsa+ s-er-lial4il+t3-e isii g4ret hePtife'hasor's breach fthis Section 7 of this Addondum. 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 relocating any tenants, occupants or personal property at the Property prior to or subsequent to closing unless otherwise noted in 3 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) 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 oi' 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. All prorations shall he 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. (e) 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 daily lender required fees and recording costs except as expressly assumed by the Seller in this Addendum. (f) Title and Closing Services. Purchaser will obtain title and escrow closing services from (check one): n 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. i-7 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. 4 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) 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 Conn 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. 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 oldie 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 workmanship 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 that entity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement; and 5 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) (f) The Purchaser (check one): n has n 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: {-tt<} ,#.'-.L '^IITS- T, 174cINyT'A-I3S-r4R C-Tl8-N-14cfr,INST TILE SE* I€ P-ERFO .M � r�,� 4GJr. (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 MAY BE AVAILABLE THAT IF INVOKED, WOULD PREVENT THE SELLER FROM CONVEYING THE PROPERTY TO A THIRD PARTY PURCHASER; (E) (F}— ASV A_, IND—ATE n hb-C. IM CALC'UL,.T:?' ; THE ADJUSPMENTS---OR-PRIONS THAT ARE Oa MAY DE DISCOVERED 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; ALA,�nEMER='—HF ,A,NY KIND, INCLUDING HUT NOT L:M: TTA m pm n TYS a wi {.e_.P�•ni'1'c.�i i A444 A-6�R'IrE�A riar�•�^oR-d�I'E'�-rrsr�-�. IIIER\VISE BE ENTITI WHETHER IIA 1ED ON MH-T-L-M 44' '' -K-E, ^ter T. CT OR L W OR-OTIIE WISE; H4BITED BY LAW, IN-A—I-IT-Ierffl 9-OR CONNECTED WITH 3R RELAT; D EMENT, (H) 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; (1) (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) A-N-IcLR-16-1÷T TO 1IFsHt FION-ef -rlE T-14 S-A-G QTa HP.1- 1 CEPT AS PRO l\ \ 1NG U DER VI\ 1'R(1M 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. :n th1C c Cnt thert`I41,.-Pttr..hascr breaches a , a c i u uu ucciwu 17 ,if thib All II WI, lllu ...LI.11 wy ,1. JI , uy �cuc , u,� au,.0 a i um r u cuaa of a� I. ' cd d .. y o1•, r a.: _ o _ c .t. _ a 0) ..,, .yL ... .,,, Cb..af3: bTCC ......�.., ..., ...,�� ..... :.fT'_'.,.�.,.. be in Cdditt .. to any Iieuid.,t;,d dN., r,b held c. cnvcrcd by f,c Sc11„pa:...c 5.,.,.. ,,, , 9 cr," x aac.td 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) fill 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; (d) a third party with rights related to the sale of the property does not approve the sale terms; 6 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) (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 way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Fannie 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), (t), (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 he 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 lithe Seller terminates the Agreement as provided under the provisions of Paragraph 18 (a), (b), (c), (d), (e), (t), (i) or (j) of this Addendum, the Purchaser shall be entitled to the return of the earnest money deposit as-ivc remedy at law and/ r oqui4y. The Purchaser \Vaikea any right ti4H-agaisrst the -Set. feu-speaiac parf rmaace and tho Pur haaer aoknowledgos that-crAwal- F to _ ^t '^ _s4-t=,P adequately and feidy o« « n„ t, r .. , ., f-- eat}ie. re•, el t tot n oka ment-sh R-be to aaaaaatod-a+rd the Purchaser and -the Seller -shall -hay n furtn^ ,' t,'':+5obt. --,li }_-t',^ «' _ (c) T I u y �y tit e YAil g tlegl;gcito dud ott ice liulrility) of arty uthct Icgal of cyuiL AA, ffifloli ' ''l.� .��«« t te4 t„ : t e incurred by tha Perehaa_ in se!line or eurrcnder+r g-a-lease on a pr-ie b affie thou such e-xpau€,e-ex.sest-arising from a rela4mo o tea^ tt " ^-,=ool41.oat r 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, 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. (e) 20. Itndcnn7r Incicoloify unel-frl y protect, d'.fcnd, &trdir-i�vict-the--S i e-itu-e � f ee4et , e*Tploy=eec i2rehoicerr,-se+r-avicsre, reproaoaatatiuee, agentsratt meys, tau.aagerbpolwrs, successer assdgns-laasmloss fr.on nd agaaalst--ate-+-saki-41-slaiffic eeste' t enar-lass, a es, att racy'a fees and expel 0oJI f every kind and nature that--rriey-die <'ustained by or made against i4ao-Selig ray atterne rrteennnta, br Is_~_ _••-_era or assigns, r tting-ftem or ^risi t uspcetto . 01 1,1,«' b. plo,ccs, cot?.tact ra, aue,eo....era Cr assigna; Co) claims, ital iiitics, lines ut Ncuttilics teamiu ig$oui 1.11c uwl wac('a luu uc w iu,1cy vu ui (UV w v ( # &a1lcr fe, tali s, hem., wc_r a se ' Vie, a es=ta �airor a . +t,Ar r n this Addenduu?ar-itaclud;ng an; penalty er interest and other charges, arising from the prnrr5ou ^v84t^t, al alnts..for-whiehthe Purch er reeaiu (-(4}---the-Purchaser's er the Purel?aaer'a tcnanta, ag nts r rcpr ,e, tativ sue and / r ceupancy f the Pr pert), pri r to -oor-tif.lat a -of -goo, opa :�,, 7 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) 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, Kevs: 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 satne, 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 THS 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 BY LAW. 29. Entire Agreement• The Agreement constitutes the entire agreement between the Purchaser and the Seller concerning the subject natter 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. 8 PURCHASER (Initials) SELLER (Initials) FANN]E MAE FORM 001 (10/7/2014) 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 mail, 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 if there is a conflict between the terms of the Contract, this Addendum and/or Exhibit A, the terms of Exhibit A shall prevail. 9 PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) IN WITNESS WHEREOF, the Purchaser and the Seller have entered into this Addendum as of the date first set forth above. PURCI-IASER(S): Signature: See attached signature page Date: Print Name: Address: City of Miami Email Address: Telephone: Fax: Signature: Date: Print Name: Address: Telephone: Fax: Email Address: SELLER: FANNIE MAE For Fannie Mae as Attorney in Fact By: Date: PURCHASER'S AGENT: Brokerage Firm: EWM Realty International Purchaser's Agent Name: Ana B. Cuan Address: 550 South Dixie Highway Coral Gables, FL 33146 Telephone: 305-213-6255 Fax: 305-662-5646 Email Address: acuan@bellsouth.net PURCHASER'S ATTORNEY: Name: Address: Telephone: Fax: Email Address: PURCHASER (Initials) SELLER (Initials) FANNIE MAE FORM 001 (10/7/2014) SELLER'S AGENT: Brokerage Finn: EWM Realty International Seller's Agent Name: Ana B. Cuan Address: 550 South Dixie Highway Coral Gables, FL 33146 Telephone: 305-213-6255 Fax: 305-662-5646 Email Address: acuan@bellsouth.net SELLER'S ATTORNEY: Name: Address: Telephone: Fax: Email Address: 10 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 , 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 2nd Avenue, Miami, Florida 331330, (the "Purchaser") supplements the Real Estate Purchase Addendum dated , 2015 between Seller and Purchaser. 1. DESCRIPTION OF PROPERTY A. Legal Description: 10 54 41 SOUTH SHENANDOAH PB 11-64 LOT 12 BLK 2 LOT SIZE 57.000 X 118 and/or Parcel Number(s): 01-4110-064-0172, Lot Number(s): SOUTH SHENANDOAH PB 11-64 LOT 12 BLK 2. B. Street Address (the "Property"): 1197 SW 19 Avenue Miami, Florida 33135-5149 2. PURCHASE PRICE AND PAYMENT The Purchaser agrees to pay the Seller the asking price of Two Hundred Thirty Seven Thousand Nine Hundred Dollars ($237,900.00), contingent upon the Purchaser obtaining a written appraisal from a licensed Florida appraiser stating that the appraised value is at least Two Hundred Thirty Seven Thousand Nine Hundred Dollars ($237,900.00). 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 Thirty Seven Thousand Nine Hundred Dollars ($237,900.00), (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 Eleven Thousand Eight Hundred Ninety Five Dollars ($11,895.00). Page 1 of 11 B. Balance. The Balance to close (not including dosing cost) is, Two Hundred Twenty Six Thousand Five Dollars ($226,005.00), shall be paid by the Purchaser to the Seller in the form of cashier's check, certified check, official bank check or wire transfer. 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. ENVIRONMENTALMATTERS 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. Page 2 of 11 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. 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: Page 3 of 11 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 identified in 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. Page 4 of 11 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 Seiler 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, 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. Page 5 of 11 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, 3rd 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. 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 City of Miami liens, 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 liens, if any. 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. Page 6 of 11 (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: (i) all inspection and environmental 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 Director 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 With a copy to: Victoria Mendez, City Attorney City of Miami 444 SW 2 Avenue, Suite 945 On behalf of Seller. Ana B. Cuan EWM Realty International 550 South Dixie Highway Coral Gables, FL 33146 305.329.7735 Teresa Marianas Deputy 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 Fannie Mae Page 7 of 11 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, 3rd Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2 Avenue, Suite 945 Miami, FL 33130 10. ATTORNEY'S COSTS EWM Realty International 550 South Dixie Highway Coral Gables, FL 33146 305.329.7735 Deputy General Counsel Fannie Mae Teresa Marianos 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. SURVIVAL 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, 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. Page 8 of 11 14. AUTHORITY OF CITYMANAGER 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: Signature pages to follow Page 9 of 11 "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 Ann -Marie Sharpe, Director City Attorney Risk Management STATE OF FLORIDA) COUNTY OF MIAMI-DADE) 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 (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Notary Public Page 10 of 11 SELLER EXECUTED BY: FANNIE MAE On Page 11 of 11