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HomeMy Public PortalAbout2016-22 Approving purchase of 570 Fernwood Road and 571 Glenridge RoadRESOLUTION NO. 2016-22 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING CONTRACTS FOR THE PURCHASE OF PROPERTIES LOCATED AT 570 FERNWOOD ROAD AND 571 GLENRIDGE ROAD, KEY BISCAYNE, FLORIDA 33149; AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE CONTRACTS, PROVIDING FOR IMPLEMENTATION AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the owners of the properties located at 570 Fernwood Road and 571 Glenridge Road, Key Biscayne, Florida 33149 (the "Properties") have offered to sell the Properties to the Village under the terms of the Purchase and Sale Contracts attached hereto as Exhibits "A" and "B" (the "Contracts"); and WHEREAS, the Village Council has considered the offers and has determined that the Properties will be of significant public benefit if acquired by the Village; and WHEREAS, the Village wishes to accept the offers and to provide for the public process required as a condition of the capital purchase of the Properties. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted and confirmed. Section 2. Approval of Contracts. The Village Council hereby approves the Contracts, subject to the conditions set forth therein. Section 2. Village Manager Authorized. The Village Manager is hereby authorized to execute the Contracts attached as Exhibits "A" and "B" to this Resolution, and take all action necessary to implement the purchase of the Properties, including scheduling the required public meetings. Section 3. Effective Date. That this Resolution shall be effective immediately upon adoption hereof. PASSED AND ADOPTED this 28`h day of June 2016. iN MAIAQRVVI RA PENH INDSAY ATTi T: 21:4//-xv CHITA H. ALVAREZ, MMC, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY VILLAGE ATTORNEY 2 EXHIBIT "A" "AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR I• PARTIES:. Winsome ieadbetter ("Seller"), 2• and Vi.lieere of }ley ?4.acayne _ ("Buyer"), s agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property 4 (collectively "Property") pursuant to the terms and conditions of this AS 1S Residential Contract For Sale Arid s Purchase and any riders and addenda ("Contract"): s 1. PROPERTY DESCRIPTION: ✓ (a) Street address, city, zip: 570 Fernwood Road, Key Biscayne, FL 331.49 s• (b) Property Is located tn:"ri ami -•r" 'd ' reeefar County, Florida, Real Property Tax ID No,:24-5205-002--0060 s• (c) Real Property: The legal description is Lot i in 131ook 1, of T.ROP/CAL ISLE HOMES 3U5DIVISION; 10 according to the Plat thereof, as recorded in Plat Hook 50 at Page 64 of the Publie 11 HoCoriis Of Miami. -Dad County, Florida. 12 together with all existing improvements and fixtures, including bt+il#-in- a egis, built-in furnishings and 13 attached wall-to-wall carpeting and flooring ("Beal Property") unless specifically excluded in Paragraph i(e) or 14 by other terms of this Contract. is (} i creeaei-Fee r:-Eltlfe a by eti�e --te 0W1 4s �k?tie!}1aFE�y 1f® nd-eelet he-•PeePeey as-ef-tfte-eete-ef the 4 49 (eb'9 p0n0 rctlnde to o fea( ter-epeateflei.,"g re to •a ,e ..ee ,,n •Is �etG'`>�>-r�-�rcr-a����9iid�te►fitlT 9titttE6Fafpat�ek�3-f^'t�er99Fle�!'} zo her P.r99Rel-Rrop rty-items-iftelkefed-iret elet fe: No persona.l property items ars 21 included in the sale. 22 Personal Property Is included in the Purchase Price, has no contributory value, and shall be left for the Buyer, 23• (e) The following Items are excluded from the purchase: 24 25 PURCHASE PRICE AND CLOSING N i ''i' 'z' , 2,100,000.00 2r 2. PURCHASE PRICE (U.S. cvrrenoy): $ 2.200,000 00 27• (a) initial deposit to be held in escrow In the amount of (checks: subject to COLLE • TIO . $ 2e The initial deposit made payable and delivered to "Escrow Agent" named below 2s• (CHECK ONE)3'MO .aGoompanies offeror (II) ❑ is to be made.within. (if left 30 blank, then 3) days after Effective Date. IF NEITHER BOX tS CHECKED, THEN 31 OPTION (11) SHALL BE DEEMED SELECTED. 32• Escrow Agent Information: Name:weise seeote Reifman Cole & Bierman 33' Address: 2525 Ponce de eon DIVd., Ste 700, Coral. Gables,, FL 38134 34' Phone: (3051824-$500 E-mall:eheieeeeeeeh•-lee.con Fax: t305) 854-2323 as* (b) Additional deposit to be delivered to Escrow Agent within (if left blank, then 10) 3B• days after Effective Date . $ 37 (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit") 3a• (c) Financing: Express as a dollar amount or percentage ("Loan Amount") see Paragraph 8. , . 38• (d) Other: 40 (e) Balance to close (not Including Buyer's closing costs, prepaids and prorations) by wire 41' transfer or other COLLECTED funds $ 42 NOTE: For the definition of "COLLECTION" or "COLLECTED" see STANDARDS. 1,41, 5.4„ • �' 43 3, TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: "� ;,,,;:1,- 44• (a) if not signed by Buyer and Seller, and an executed copy delivered to all parties on o b ore 45• June 30, 2016 , this offer shall be deemed withdrawn and the Deposit, if any,.shall be ur ed 4s to Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the 47 day the counter-offer le delivered. 48 (e} ll-be-thedate-when-{he fact one of the 13eyefeatitel-Selier--nee-ekyted-er so • 4. CLOSING DATE: Unless modified by other provisions of This contract, the closing of this transaction shall occur si and the closing documents required to be furnished by eacfi party pursuant to this Contract shall be delivered 52' ("Closing") an See Addendum ('Closing Dato"), at: the tlme.established by the Closing Agent. 2,100,000.00 Buyer's Initials Page 1 of 12 SelIers Initials Info a.4 F1orldeFleali eBar Si5.4x Roy. 211 5 0 2015 Florida Realtors® and The Florida Bar. All 1gh(s reserved. 'Xoaa?wotan4't dal Cotperse,2525 Poo DeLcon Blvd Sm 706 cad 0oblGI, R. )3134 Ma= 105434-0400 Flu: ]05.134.23n AS 1S Cenaecl•Laadbeller•5r0 Liddia thin Aaducadwhh 7.11:ft !MD byzlpLogIE 1&176 H e.li Mile Road, Pla af, Whtoan 46026 meausoixmai 53 5. EXTENSION OF CLOSING DATE: 54 (a) If Paragraph 8(b) is checked and Closing funds from Buyer's lender(s) are not available on Closing Date due 55 to Consumer Financial Protection Bureau Closing Disclosure delivery requirements ("CFPB Requirements"), ss then Closing Date shall be extended for such period necessary to satisfy CFPB Requirements, provided such 57 period shall not exceed 10 days. 58 (b) If extreme weather or other condition or event constituting "Force Majeure" (see STANDARD G) causes: (i) 5s disruption of utilities or other services essential for Closing or (ii) Hazard, Wind, Flood or Homeowners' 60 insurance, to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days 61 after restoration of utilities and other services essential to Closing and availability of applicable Hazard, Wind, s2 Flood or Homeowners' insurance. If restoration of such utilities or services and availability of insurance has 5a' not occurred within (if left blank, then 14) days after Closing Date, then either party may terminate 64. this Contract by delivering written nntir•.e to the other party, and Buyer Shall he refunded the Deposit, thereby 65 releasing Buyer and Seller from all further obligations under this Contract. 66 6. OCCUPANCY AND POSSESSION: 67 (a) Unloss the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of oa the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have 69 removed all personal items and trash from the Property and shall deliver all keys, garage door openers, 70 access devices and codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer 71 assumes all risks of loss to the Property from date of occupancy, shall be responsible and liable for 72 maintenance from that date, and shall be deemed to have accepted the Property In its existing condition as of 73 time of taking occupancy. 74' (b) 0 CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 75 subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the 76 facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall 77 be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, 78 that the lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by 79 delivery of written notice o1 such election to Seller within 5 days after receipt of the above items from Seller, 80 and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under 81 this Contract. Estoppel Letter(s) and Seller's affidavit shall be provided pursuant to STANDARD D. If Property 82 is intended to be occupied by Seller after Closing, see Rider U. POST -CLOSING OCCUPANCY BY SELLER. 00' 7. ASSIGNABILITY: (CHECK ONE) Buyer ❑ may assign and thereby be released from any further liability under a4' this Contract; 0 may assign but not be released from liability under this Contract; or ® may not assign this 85 Contract. 86 FINANCING 87 8. FINANCING: ao' ® (a) Buyer wilt pay cash for the purchase of the Property at Closing. There is no financing contingency to as Buyer's obligation to close. If Buyer obtains a loan for any part of the Purchase Price of the Property, Buyer 90 acknowledges that any terms and conditions imposed by Buyer's lender(s) or by CFPB Requirements shall not 91 affect or extend the Buyer's obligation to close or otherwise affect any terms or conditions of this Contract. 92' 0 (b) This Contract is contingent upon Buyer obtaining a written loan commitment for a 0 conventional 0 FHA s3' 0 VA or 0 other (describe) loan on the following terms within (if left blank, then 45) 94- days after Effective Date ("Loan Commitment Date') for (CHECK ONE): ❑ fixed, 0 adjustable, ❑ fixed or 95" adjustable rate loan in the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed ss' (if left blank, then prevailing rate based upon Buyer's creditworthiness), and for a term of (if left blank, 97 then 30) years ("Financing"). 98' 99 100 101 102 103 104 105 106 Buyer shall make mortgage loan application for the Financing within (if left blank, then 5) days after Effective Date and use good faith and diligent effort to obtain a written loan commitment for the Financing ("Loan Commitment") and thereafter to close this Contract. Buyer shall keep Seller and Broker fully informed about the status of mortgage loan application and Loan Commitment and authorizes Buyer's mortgage broker and Buyer's lender to disclose such status and progress to Seller and Broker. Upon Buyer's receipt of Loan Commitment, Buyer shall provide written notice of same to Seller. If Buyer does not receive Loan Commitment by Loan Commitment Date, then thereafter either party may cancel this Contract up to the earlier of: Buyer's Initials Page 2 of 12 Seller's Initials AAP, . rC FloitdaRealto(sJFlorldaBar-ASIS•4x Rev. 2/16 © 2015 Florida Reallors® and The Florida Bar. All rights reserved. Produced with zlpForrneb by zlpLogix 16070 FiIleen Mile Road, Fraser, Michigan 46026 wrw.zto400lx.cam AS IS 107 (i.) Buyer's delivery of written notice to Seller that Buyer has either received Loan Commitment or elected 108 to waive the financing contingency of this Contract; or 109 (il.) 7 days prior to the Closing Date specified in Paragraph 4, which date, for purposes of this Paragraph 110 8(b) (ii), shall not be modified by Paragraph 5(a). 111 11 either party timely cancels thls Contract pursuant to this Paragraph 8 and Buyer is not in default under the terms 112 of this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further 113 obligations under this Contract. If neither party has timely canceled this Contract pursuant to this Paragraph 8, 114 then this financing contingency shall be deemed waived by Buyer. 115 If Buyer delivers written notice of receipt of Loan Commitment to Seller and this Contract does not thereafter 116 close, the Deposit shall be paid to Seller unless failure to close is due to: (1) Seller's default; (2) Property related 117 conditions of the Loan Commitment have not been met (except when such conditions are waived by other 118 provisions et this Contract); (3) appraisal of the Property obtained by Buyer's lender is Insufficient to moot terms 119 of the Loan Commitment; or (4) the loan is not funded due to financial failure of Buyer's lender, in which event(s) 120 the Deposit shall be returned to Buyer, thereby releasing Buyer and Seller from all further obligations under this 121 Contract. 122' ❑ (c) Assumption of existing mortgage (see rider for terms). 123• 0 (d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms). 124 CLOSING COSTS, FEES AND CHARGES 125 126 127 128 129 130- 131 132 133 134 135 136 137 138 139 140 141 142 143' 144' 145 148 147 148 149 150 151 152 153 154 155' 156 157 158 159' 160 161' 162 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: (a) COSTS TO BE PAID BY SELLER: • Documentary stamp taxes and surtax on deed, if any • HOA/Condominium Association estoppel fees • Owner's Policy and Charges (if Paragraph 9(c) (1) Is checked) • Recording and other fees needed to cure title • Title search charges (if Paragraph 9(c) (iii) is checked) • Seller's attorneys' fees • Municipal lien search (11 Paragraph 9(c) (I) or (11i) is checked) • Other: 11, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 a sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shelf pay such actual costs. Any unused portion of escrowed amount(s) shall be returned to Seller. (b) COSTS TO BE PAID BY BUYER: • Taxes and recording fees on notes and mortgages • Loan expenses • Recording fees for deed and financing statements • Appraisal fees • Owner's Policy and Charges (if Paragraph 9(c)(ii) is checked) • Buyer's Inspections - Survey (and elevation certification, if required) • Buyer's attorneys' fees • Lender's title policy and endorsements • All property related insurance • HOA/Condominium Association application/transfer fees • Owner's Policy Premium (if Paragraph • Municipal lien search (if Paragraph 9(c) (ii) is checked) 9 (c) (iii) is checked.) • Other: (c) TITLE EVIDENCE AND INSURANCE: At least see Add (if left blank, then 15, or if Paragraph 8(a) is checked, then 5) days prior to Closing Date ("Title Evidence Deadline"), a title insurance commitment issued by a Florida licensed title insurer, with legible copies of instruments listed as exceptions attached thereto ('Title Commitment") and, after Closing, an owner's policy of title insurance (see STANDARD A for terrns) shall be obtained and delivered to Buyer. If Seller has an owner's policy of title insurance covering the Real Property, a copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. The owner's title policy premium, title search and closing services (collectively, "Owner's Policy and Charges") shall be paid, as set forth below. The title insurance premium charges for the owner's policy and any lender's policy will be calculated and allocated in accordance with Florida law, but may be reported differently on certain federally mandated closing disclosures and other closing documents: (CHECK ONE): D (i) Seller shall designate Closing Agent and pay for Owner's Policy and Charges, and Buyer shall pay the premium for Buyer's lender's policy and charges for closing services related to the lender's policy, endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other 10 rovider(s) as Buyer may select; or (ii) Buyer will designate Closing Agent and pay for Owner's Policy and Charges and charges for closing services related to Buyer's lender's policy, endorsements, and loan closing; or (iii) [MIAMI-DADE/BROWARD REGIONAL PROVISION]: Seller will furnish a copy of a prior owner's policy of title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title Buyer's Initials\\ Page 3 of 12 Seller's Initials - J"•r,x• FIuridaRealtp's7Flori lBar-ASIS-4x Roy. 2/16 © 2015 Florida Realtors® and The Florida Bar. At rights reserved. Produced MO xipForm5 by zloLogx 18070 Fifteen !Alto Road, Fraser, Michigan 48026 yv_dloloai',99'n AS lS 163 184 155 166' 167 468 460 170 171' 172' 173 174 175 176 177 178 179 180 181' 182 183' 184 185 188 187 evidence, which is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) tax search; and (C) municipal lien search. Buyer shall obtain and pay for post -Closing continuation and premium for Buyer's owner's policy, and if applicable, Buyer's lenders policy. Seiler shall not be obligated to pay more than $ (if left blank, then $200.00) for abstract continuation or title search ordered or performed by Closing Agent. (d3 rc Title Lvideuee--elcedlinc, Buyer muy, ut Buyor'3 expenac, hove th eperty surveyed a istered-Fterida-eufveyer ("G r'ey-eevering-the Real Pfepeeyra-eeuy-slielHee-ftoniehed-te-Beyef-aeU-Gleeheg-Ageuil-withiii-6-deys-atter-Eiffeetive-Bute. (e) HOME WARRANTY: At Closing, ❑ Buyer ❑ Seller Lill N/A shall pay for a home warranty plan issued by at a cost not to exceed $ . A home warranty plan provides for repair or replacement of many of a home's mechanical systems and major built-in appliances in the event of breakdown duo to normal wear and tear during the agreement's warranty period. (f) SPECIAL ASSESSMENTS: At Closing, Seller will pay: (I) the full amount of liens imposed by a public body ("public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and ratified before Closing; and (ii) the amount of the public body's most recent estimate or assessment for an improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may be paid in installments (CHECK ONE): (a) Seller shall pay Installments due prior to Closing and Buyer shall pay installments due after Closing. Installments prepaid or due for the year of Closing shall be prorated. 0 (b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district (CDD) pursuant to Chapter 190, F.S., which lien shall be prorated pursuant to STANDARD K. DISCLOSURES 188 10. DISCLOSURES: 189 (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it Is accumulated In a building In 190 sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 191 exceed federal and state guidelines have been found In buildings in Florida. Additional information regarding 192 radon and radon testing may be obtained from your county health department. 193 (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, 194 Seller does not know of any improvements made to the Property which were made without required permits 195 or made pursuant to permits which have not been properly closed. 195 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concemed 197 or desires additional information regarding mold, Buyer should contact an appropriate professional. 196 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 199 zone the Property is In, whether flood insurance is required by Buyer's lender, and what restrictions apply to 200 improving the Property and rebuilding in the event of casualty. If Property is In a "Special Flood Hazard Area" 201 or "Coastal Barrier Resources Act" designated area or otherwise protected area identified by the U.S. Fish 202 and Wildlife Service under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) 203 and /or flood insurance rating purposes is below minimum flood elevation or is ineligible for flood insurance 204 coverage through the National Flood Insurance Program or private flood insurance as defined in 42 U.S.C, 205' §4012a, Buyer may terminate this Contract by delivering written notice to Seller within (if left blank, 206 then 20) days after Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and 207 Seller from all further obligations under this Contract, failing which Buyer accepts existing elevation of 208 buildings and flood zone designation of Property. The National Flood Insurance Program may assess 209 additional fees or adjust premiums for pre -Flood Insurance Rate Map (pre -FIRM) non -primary structures 210 (residential structures in which the insured or spouse does not reside for at least 50% of the year) and an 211 elevation certificate may be required for actuarial rating. 212 (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy -Efficiency Rating Information 213 Brochure required by Section 553.996, F.S. 214 (1) LEAD -BASED PAINT: if Property incfudes pre -1978 residential housing, a lead -based paint disclosure is 215 mandatory. 216 (g) HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS 217 CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' 218 ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE. Buyer's Initials FlorldaReal CIF! Ida IS•4x Rev. 2/16 © 2015 Florida Realtors® and The Florida Bar. All rights reserved. Produced wlih *Forme. by zrpLoglx 18070 nitoon We Road, Fraser, Michigan 40626 ynvrr zioLoeix. rn Page 4 of 12 Seller's Initials Ls' 5 ^'• • AS IS 210 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE 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 INFORMATION. (i) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a "foreign person" as defined by the Foreign Investment in Real Property Tax Act ("FIRPTA"). Buyer and Seller shall comply with FIRPTA, which may require Seller to provide additional cash at Closing. If Seller is not a "foreign person", Seller can provide Buyer, at or prior to Closing, a certification of non -foreign status, under penalties of perjury, to inform Buyer and Closing Agent that no withholding is required. See STANDARD V for further information pertaining to FIRPTA. Buyer and Seller arR advisad to seek legal counsel and tax advice regarding their respective rights, obligations, reporting and withholding requirements pursuant to FIRPTA. (j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which are not readily observable and which have not been disclosed to Buyer. Except as provided for in the preceding sentence, Seller extends and intends no warranty and makes no representation of any type, either express or implied, as to the physical condition or history of the Property. Except as otherwise disclosed in writing Seller has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected building, environmental or safely code violation. 238 PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 239 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the 240 Properly, including, but not limited to, lawn, shrubbery, and pool, in the condition existing as of Effective Date ("AS 241 IS Maintenance Requirement"). 242 24.3' 244 245 246 247 248 249 260 251 252 253 254 255 256 257 258 269 260 261 262 263 264 265 266 267 268 269 270 12. PROPERTY INSPECTION; RIGHT TO CANCEL: (a) PROPERTY INSPECTIONS AND RIGHT TO CANCEL.: Buyer shall have See Add (if left blank, then 15) days after Effective Date ("Inspection Period") within which to have such inspections of the Property performed as Buyer shall desire during the Inspection Period. If Buyer determines, in Buyer's sole discretion, that the Property is not acceptable to Buyer, Buyer may terminate this Contract by delivering written notice of such election to Seller prior to expiration of inspection Period. if Buyer timely terminates this Contract, the Deposit paid shall be returned to Buyer, thereupon, Buyer and Seller shall be released of all further obligations under this Contract; however, Buyer shall be responsible for prompt payment for such inspections, for repair of damage to, and restoration of, the Property resulting from such inspections, and shall provide Seller with paid receipts for all work done on the Property (the preceding provision shall survive termination of this Contract). Unless Buyer exercises the right to terminate granted herein, Buyer accepts the physical condition of the Property and any violation of governmental, building, environmental, and safety codes, restrictions, or requirements, but subject to Seller's continuing AS IS Maintenance Requirement, and Buyer shall be responsible for any and all repairs and improvements required by Buyer's lender. (b) WALK-THROUGH INSPECTiONIRE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal Property are on the Property and to verify that Seller has maintained the Property as required by the AS IS Maintenance Requirement and has met all other contractual obligations. (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's inspection of the Property identifies open or needed building permits, then Seller shall promptly deliver to Buyer all plans, written documentation or other information in Seller's possession, knowledge, or control relating to improvements to the Property which are the subject of such open or needed Permits, and shall promptly cooperate in good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to resolve such Permit issues. Seller's obligation to cooperate shall include Seller's execution of necessary authorizations, consents, or other documents necessary for Buyer to conduct inspections and have estimates of such repairs or work prepared, but in fulfilling such obligation, Seller shall not be required to expend, or become obligated to expend, any money. Buyer's Initials Page 5 of 12 Seller's initials , O. /r-. FiordaReattors s rtda'ar- S.4x Rev. 2/16 1) 2015 Florida Realtors® and The Florida Bar. All rights reserved. Produced with olpFooteby ziploglx 18070 Fllleen Mile Road. Fraser, 64rhigan 48026 ww ild.00l, corn AS IS 271 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and 272 cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 273 to Buyer. 274 ESCROW AGENT AND BROKER 275 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds 276 and other Items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 277 within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 278 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance, When conflicting 279 demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent 280 may take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties 281 or liabilities under tills Cunlraet, Agertl may, at Ageill'a option, continue to hold the subject matter of the escrow 282 until the parties agree to Its disbursement or until a final judgment of a court of competent jurisdiction shall 283 determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having Jurisdiction 284 of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such 285 action. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, Zee except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate 287 broker, Agent will comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve 285 escrow disputes through mediatinn, arbitration, interpleader or an escrow disbursement order. 289 Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 290 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 291 attomey's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. 292 Agent shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-dellvery is 293 due to Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing 294 or termination of this Contract. 295 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Properly condition, 296 square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 297 professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 298 and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the 299 Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or 300 public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 301 GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 302 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 303 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the "Indemnifying Party") each 304 individually indemnifies, holds harmless, and releases Broker and Broker's officers, directors, agents and 305 employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney's fees 306 at all levels, suffered or incurred by Broker and Broker's officers, directors, agents and employees in connection 307 with or arising from claims, demands or causes of action instituted by Buyer or Seller based on: (i) inaccuracy of 30B information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or 309 failure to perform contractual obligations; (iii) Broker's performance, at Indemnifying Party's request, of any task 310 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, 311 recommendation or retention of any vendor for, or on behalf of Indemnifying Party; (iv) products or services 312 provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by any such 313 vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors 314 and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not 315 relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, 316 Broker will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this 317 Contract. 318 DEFAULT AND DISPUTE RESOLUTION 319 15. DEFAULT: 320 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, 321 including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the 322 Deposit for the account of Seller as agreed upon liquidated damages, consideration for execution of this 323 Contract, and in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further 324 obligations under this Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity 325 to enforce Seller's rights under this Contract. The portion of the Deposit, if any, paid to Listing Braker upon Buyer's IniOal Page 6 of 12 Seller's Initials - f. d. Floridclriealto Flo a0ar-ASIS-4x Rev. 2116 © 2015 Florida Realtors© and The Florida Bar. All rights reserved. I ,,v t wl6i zipForn 8y zlpLoglx 19070 Fifteen Mlle Road, Erase,. Michigan 48026 yrwn.riotoalx,com AS IS 326 default by Buyer, shall be split equally between Listing Broker and Cooperating Broker; provided however, 327 Cooperating Broker's share shall not be greater than the commission amount Listing Broker had agreed to 328 pay to Cooporating Broker. 329 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after 330 reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, 331 Buyer may elect to receive return of Buyer's Deposit wi 332 effem—SelleFle--lefeeeh, and, pursuant to Paragraph 16, may seek specific 333 performance. 334 This Paragraph 15 shall survive Closing or termination of this Contract. 33s 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 338 Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute") will be 337 settled as follows: 338 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are rnade to attempt to 339 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 340 16(b). 341 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 342 Rules for Certified and Court -Appointed Mediators and Chapter 44, F.S., as amended (the 'Mediation Rules"). 343 The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 344 sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 345 may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 346 16 shall survive Closing or termination of this Contract. 347 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted 348 by this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in 349 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to 350 recover from the non -prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting 351 the litigation, This Paragraph 17 shall survive Closing or termination of this Contract. 352 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 353 18. STANDARDS: 354 A. TITLE: 355 (i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in 356 Paragraph 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, 357 shall be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by 358 Seller at or before Closing and shall provide that, upon recording of the deed to Buyer, an owner's policy of title 359 insurance in the amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable title to the 360 Real Property, subject only to the following matters: (a) comprehensive land use plans, zoning, and other land 361 use restrictions, prohibitions and requirements imposed by governmental authority; (b) restrictions and matters 362 appearing on the Plat or otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of 363 record without right of entry; (d) unplatted public utility easements of record (located contiguous to real property 364 lines and not more than 10 feet in width as to rear or front lines and 7 1/2 feet in width as to side lines); (e) taxes 365 for year of Closing and subsequent years; and (f) assumed mortgages and purchase money mortgages, if any (if 366 additional items, attach addendum); provided, that, none prevent use of Property for RESIDENTIAL PURPOSES. 367 If there exists at Closing any viotation of Items identified in (b) — (1) above, then the same shall be deemed a title 368 defect. Marketable title shall be determined according to applicable Title Standards adopted by authority of The 369 Florida Bar and in accordance with law. 370 (11) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine It and notify 371 Seller In writing specifying defect(s), if any, that render title unmarketable. If Seller provides Title Commitment and 372 it is delivered to Buyer less than 5 days prior to Closing Date, Buyer may extend Closing for up to 5 days atter 373 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") 374 after receipt of Buyer's notice to take reasonable diligent efforts to remove defects. If Buyer fails to so notify 378 Seller, Buyer shall be deemed to have accepted title as it then is. If Seiler cures defects within Cure Period, Seller 376 will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer's attorney) and the parties 377 will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of 378 Seller's notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after 379 expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to 380 exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects 381 ("Extended Cure Period"); or (b) electing to accept title with existing defects and close this Contract on Closing Buyer's InitIaJs. — Page 7 of 12 Seller's Initials Floridarieallo(slFlorir',aBar-ASIS-4x Rev. 2/16 © 2015 Florida Realtors® and The Florida Bar. All rights reserved. Produced 11FFormeby zJpl.oglx 16070 Fifteen Moe Road. Fraser. Michigan 40026 1NyYraivloeix.com AS 1S STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 382 Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer's 383 receipt of Seller's notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby 384 releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller 38s is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer 388 shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this 387 Contract. 388 B. SURVEY: If Survey discloses encroachments on the Real Properly or that Improvements located thereon 389 encroach on setback lines, easements, or lands of others, or violate any restrictions, covenants, or applicable 390 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 391 such matters, together with a copy of Survey, to Seller within 5 daya after Buyer'a receipt of Survey, but no later 392 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and 393 Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 394 prior survey, Seller shall, at Buyer's request, execute an affidavit of "no change" to the Real Property since the 395 preparation of such prior survey, to the extent the affirmations therein are true and correct. 398 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 397 the Real Property is insurable in accordance, with STANDARD A without exception for lack of legal right of 399 access. ass D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing, furnish to Buyer estoppel letters from 400 tenant(s)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security 401 deposits paid by tenant(s) or occupant(s)("Estoppel Letter(s)"). If Seiler is unable to obtain such Estoppel Letter(s) 402 the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit 403 and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or 404 Seller's affidavit, if any, differ materially from Seller's representations and lease(s) provided pursuant to 405 Paragraph 6, or if tenant(s)/occupant(s) fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice 406 to Seller within 5 days after receipt of such information, but no later than 5 days prior to Closing Date, terminating 407 this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations 408 under this Contract. Seller shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller's 40s obligations thereunder. 410 E, LIENS; Seller shall furnish to Buyer at Closing an affidavit attesting (i) to the absence of any financing 411 statement, claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or 412 repairs to the Real Property for 90 days immediately preceding Closing Date. If the Real Property has been 413 improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all 414 general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth 415 names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all 416 charges for Improvements or repairs which could serve as a basis for a construction Ilen or a claim for damages 417 have been paid or will be paid at Closing. 418 F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. 419 Other than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided for or 420 dates specified in this Contract, whether preprinted, handwritten, typewritten or inserted herein, which shall end or 421 occur on a Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 5:00 p.m. (where the 422 Property Is located) of the next business day. 423 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be 424 liable to each other for damages so long as performance or non-performance of the obligation Is delayed, caused 425 or prevented by Force Majeure. "Force Majeure" means: hurricanes, earthquakes, floods, fire, acts of God, 426 unusual transportation delays, wars, insurrections, and acts of terrorism, and which, by exercise of reasonable 427 diligent effort, the non -performing party Is unable in whole or in part to prevent or overcome. All time periods, 428 including Closing Dale, will be extended for the period that the Force Majeure prevents performance under this 429 Contract, provided, however, if such Force Majeure continues to prevent performance under this Contract more 43D than 14 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to 431 the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further 432 obligations under this Contract. 433 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty, trustee's, 434 personal representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters 435 described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be 436 transferred by absolute bill of sale with warranty of title, subject only to such matters as may be provided for in 437 this Contract. 438 1. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: Buyer's Initials Page 8 of 12 Seller's initials "- ✓ , L FlorldaRealfgfs/Flof)daBar-ASIS•4x Rev. 2/16 © 2015 Florida Realtors® and The Florida Bar. All rights reserved. Produced wllh z1pFarr9TI y zlplaglx 18070 Mean Mil Road, Fraser, Michigan 48026 yrym.zJploaix.tor, AS 1S STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 439 (i) LOCATION: Closing will take place in the county where the Real Property is located at the office of the 4-40 attorney or other closing agent ("Closing Agent") designated by the party paying for the owner's policy of title 441 insurance, or, if no title insurance, designated by Seller. Closing may be conducted by mail or electronic means. 442 (11) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of 443 sale, certificate(s) of title or other documents necessary to transfer title to the Property, construction lien 444 affidavit(s), owner's possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer 446 with paid receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as 446 applicable the survey, flood elevation certification, and documents required by Buyer's lender. 447 (iii) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment 448 provides insurance against adverse matters pursuant to Section 627,7841, F.S., as amended, the escrow closing 449 procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all 450 closing funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 451 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 452 for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following 453 escrow and closing procedures shall apply: (1) all Closing proceeds shall be held In escrow by the Closing Agent 454 for a period of not more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault 455 of Buyer, Buyer shall, within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days 456 from date of receipt of such notification to cure the detect; (3) if Seller fails to timely cure the defect, the Deposit 457 and all Closing funds paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, 458 simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re - 459 convey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely 480 demand for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening 461 defect except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. 462 K. PRORATIONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as 463 of the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 464 (including special benefit tax assessments imposed by a CDD), interest, bonds, association fees, insurance, rents 465 and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if 466 assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may 467 be required by prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will 468 be credited to Buyer. Escrow deposits held by Seller's mortgagee will be paid to Seller, Taxes shall be prorated 489 based on current year's tax with due allowance made for maximum allowable discount, homestead and other 470 exemptions. If Closing occurs on a date when current year's millage is not fixed but current year's assessment Is 471 available, taxes will be prorated based upon such assessment and prior year's millage. if current year's 472 assessment is not available, then taxes will be prorated on prior year's tax. if there are completed improvements 473 on the Real Property by January 1st of year of Closing, which improvements were not in existence on January 1st 474 of prior year, then taxes shall be prorated based upon prior year's millage and at an equitable assessment 10 be 475 agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an 47s informal assessment taking into account available exemptions. A tax proration based on an estimato shall, at 4T7 either party's request, be readjusted upon receipt of current year's tax bill. This STANDARD K shall survive 478 Closing. 479 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 480 shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 481 including a walk-through (or follow-up walk-through if necessary) prior to Closing. 482 M. RISK OF LOSS: If, after Effective Date, but before Closing, Property is darnaged by fire or other casualty 483 ("Casualty Loss") and cost of restoration (which shall include cost of pruning or removing damaged trees) does 484 not exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 485 pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated 486 cost to complete restoration (not to exceed 1.5% of Purchase Price), will be escrowed at Closing. II actual cost of 487 restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not In excess of 1.5% of Purchase 4813 Price). Any unused portion of escrowed amount shall be returned to Seller. If cost of restoration exceeds 1.5% of 480 Purchase Price, Buyer shall elect to either take Property "as Is" together with the 1.5%, or receive a refund of the 490 Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. Seller's sole obligation 491 with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 492 N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like -kind exchange (either simultaneously with 493 Closing or deferred) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party shall 4g4 cooperate in all reasonable respects to effectuate the Exchange, including execution of documents; provided, Buyer's Init lss Page 9 of 12 Seller's Initials '4-07•A- 04' FloridaReal r rldaBar-ASIS-4x Rev. 2/16 472015 Florida Realtors® and The Florida Bar. All rights reserved. Produced with zipFarrne by zlpLoglx 18070 Fifteen 1.41e Read, Fraser, Michigan 4802r AVM, z &coix.Com AS iS STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 495 however, cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be 486 contingent upon, nor extended or delayed by, such Exchange. 497 O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT 498 EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall 499 be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. 500 Whenever the context permits, singular shall include plural and one gender shall include all. Notice and delivery 501 given by or to the attorney or broker (including such broker's real estate licensee) representing any party shall be 502 as effective as if given by or to that party. All notices must be in writing and may be made by mail, personal so delivery or electronic (including "pdf') media. A facsimile or electronic (including "pdf") copy of this Contract and 504 any signatures hereon shall be considered for all purposes as an original. This Contract may be executed by use 505 of electronic signatures, as determined by Florida's Electronic Signature Act and other applicable laws. 506 P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 507 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 508 representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or 509 change in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties 510 intended to be bound by It. 511 Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance ef, any provision of this 512 Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 513 rights. 514 R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 515 or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 618 5. COLLECTION or COLLECTED: "COLLECTION" or "COLLECTED" means any checks tendered or 517 received, including Deposits, have become actually and finally collected and deposited in the account of 516 Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents 519 may be delayed by Closing Agent until such amounts have been COLLECTED in Closing Agent's 520 accounts. 521 T. LOAN COMMITMENT: "Loan Commitment" means a statement by the lender setting forth the terms and 522 conditions upon which the lender is willing to make a particular mortgage loan to a particular borrower. Neither a 523 pre -approval letter nor a prequalification letter shall be deemed a Loan Commitment for purposes of this Contract. 524 U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 525 of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the 526 county where the Real Property is located. 527 V. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): If a seller of U.S. real property is a 528 "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires the buyer of the real 529 property to withhold up to 15% of the amount realized by the seller on the transfer and remit the withheld amount 530 to the Internal Revenue Service (IRS) unless an exemption to the required withholding applies or the seller has 531 obtained a Withholding Certificate from the IRS authorizing a reduced amount of withholding. Due to the 532 complexity and potential risks of FIRPTA, Buyer and Seller should seek legal and tax advice regarding 533 compliance, particularly If an "exemption" is claimed on the sale of residential property for $300,000 or less. 534 (i) No withholding is required under Section 1445 if the Seller is not a "foreign person," provided Buyer accepts 535 proof of same from Seller, which may include Buyer's receipt of certification of non -foreign status from Seller, 536 signed under penalties of perjury, stating that Seller is not a foreign person and containing Seller's name, U.S. 537 taxpayer identification number and home address (or office address, in the case of an entity), as provided for in 538 26 CFR 1,1445-2(b). Otherwise, Buyer shall withhold the applicable percentage of the amount realized by Seller 539 on the transfer and timely remit said funds to the IRS. 540 (ii) If Seller has received a Withholding Certificate from the IRS which provides for reduced or eliminated 541 withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the reduced 542 sum, if any required, and timely remit said funds to the IRS. 543 (iii) if prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and 544 has provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 545 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by 548 Seller on the transfer and, at Buyer's option, either (a) timely remit the withheld funds to the IRS or (b) place the 547 funds in escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to terms negotiated 548 by the parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or 549 remitted directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement. 550 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 551 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the Buyer's Initials � Page 10 of 12 Seller's Initials FiaridaRealto - tort. -Bar•ASIS•4x Rev. 2116 © 2015 Florida Realtors® and The Florida Bar. All rights reserved. Prodx:ed with zipForrra3 by zipLogix 18070 Fllleen KM Road, Fracar, Michigan 413026 www.aioLoa4. oy1 .$.L.. AS IS STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 552 553 554 555 556 557 558 559 560 581 562 563 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for disbursement in accordance with the final determination of the IRS, as applicable. (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 8288 and 8288-A, as filed. W. RESERVED X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller and against any real estate licensee involved in the negotiation of this Contract for any damage or defects pertaining to the physical condition of the Property that may exist at Closing of this Contract and be subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. This provision does not relieve Seller's obligation to comply with Paragraph 10(/). This Standard X shall survive Closing. ADDENDA AND ADDITIONAL TERMS 564. 19. ADDENDA: The following additional terms are included in the attached addenda or riders and incorporated into 565 this Contract (Check if applicable): ❑A. Condominium Rider ❑ B. Homeowners' Assn. ❑ C. Seller Financing ❑ D. Mortgage Assumption ❑ E. FHA/VA Financing ❑ F. Appraisal Contingency ❑ G. Short Sale ❑H. Homeowners/Flood Ins. ❑J. Interest -Bearing Acct. ❑K. RESERVED 11 L. RESERVED 0 M. Defective Drywall ❑ N. Coastal Construction 00. Insulation Disclosure ❑ P. Lead Paint Disclosure (Pre -1978) ❑Q. Housing for Older Persons 0 R. Rezoning ❑ S. Lease Purchase/ Lease Option 566' 20. ADDITIONAL TERMS: SEE ATTACHED 567 568 569 570 571 572 573 574 575 676 577 578 579 580 581 582 ADDENDUM. Control Line ❑ T. Pre -Closing Occupancy ❑ U. Post -Closing Occupancy 0 V. Sale of Buyer's Property 0 W. Back-up Contract ❑ X, Kick -out Clause ❑ Y, Seller's Attorney Approval ❑ Z. Buyer's Attomey Approval ❑ AA. Licensee Property Interest ❑ BB. Binding Arbitration 583 Buyer Seller's COUNTER-OFFER/REJECTION 564• ® Sette* counters Beye,<'s offer (to accept the counter-offer, # ye - must sign or initial the counter -offered terms and 565 deliver a copy of the acceptance to Getter). Se 1 l e r see* ❑ Seller rejects Buyer's offer. Buyer 587 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 588 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. sea THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. 590 Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the terms 591 and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and conditions Buyer's Initials Fluridari2altors ASIS•4x Rev. 2116©2015 Florida Realtoise and The Florida Bar. AU rights reserved. Produced wllh zlprorrr5by zipLoglx 160'/0Iltleen Mile Rand, Fraaer, Michigan 40026 wvewslol,gaN,r4P1 Page 11 of 12 Seller's Initials ^W J- C' AS rS 592 should be negotiated based upon the respective interests, objectives and bargaining positions of all interested 593 persons. 594 AN ASTERISK (') FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO 595 BE COMPLETED. 595 597' Buyer: 696 / Vi�,jage o�4oy =• scayne 599' Buyer. 600 sot' Seller: -4•AY, , CtoitAir1L-f 602 Winsome Leadbetter 603' Seller: 604 605 Buyer's address for purposes of notice sos'l0 Village Green Way, Key Biscayne, 607' Florida 33149 608' Date: Date: Date: Bate: )Z2-J�L� Seller's address for purposes of notice 703 Caswell Road, Chapel Hill, North Carolina 27514 609 BROKER: Listing and Cooperating Brokers, if any, named below (collectively, "Broker"), are the only Brokers entitled 610 to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct Closing Agent 611 to disburse at Closing the full amount of the brokerage fees as specified in separate brokerage agreements with the 612 parties and cooperative agreements between the Brokers, except to the extent Broker has retained such fees from the eta escrowed funds. This Contract shall not modify any MLS or other offer of compensation made by Seller or Listing 614 Broker to Cooperating Brokers. 615' None None 616 Cooperating Sales Associate, it any Listing Sales Associate 617' 618 Cooperating Broker, if any Listing Broker Buyer's Initials ,V '11_ Page 12 of 12 Seller's Initials FloridraRenll idoBar-ASIS-Ax Rev. 2/16 © 2015 Florida Realtors® and The Florida Bar. All rights reserved. Produced wnh zlp6orrt® by zIpLoglx 16070 Fllteon Mlle Rood, Flaw, Michigan 48026 w,wr,b0Laalx,horn AS IS Addendum to "AS IS" Residential Contract for Sale and Purchase between Winsome Leadbetter, individually, and Village of Key Biscayne This Addendum to "AS IS" Residential Contract for Sale and Purchase ("Addendum") is made a part of the attached "AS IS" Residential Contract for Sale and Purchase ("Contract") between Winsome Leadbetter, individually ("Seller") and the Village of Key Biscayne, Florida ("Buyer"). All terms used in this Addendum which are defined in the Contract will have the meaning set forth in the Contract. In the event of any conflict between the Contract and this Addendum, the terms of this Addendum will prevail. The Contract will be of no force or effect unless this Addendum is signed by the Buyer and Seller. 1. Effective Date. The Effective Date of the Contract shall be the date upon which the I3uyer has obtained the final non -appealable Ordinance approving the purchase of the Property as set forth below. Except as set forth herein, all time periods set forth in the Contract will begin on the Effective Date as defined in this Addendum. 2. Execution Date. The Execution Date of the Contract shall be the date upon which the last one of the Buyer and Seller has signed the Contract and this Addendum. 3. Simultaneous Closing. The Contract is contingent on a simultaneous closing on the purchase by the Buyer from Nancy Gamwell of the property located at 571 Glenridge Road, Key Biscayne, FL 33149 ("Adjacent Property"). In the event that the Buyer is unable to close on the purchase of the Adjacent Property, the Buyer shall have the unilateral right to cancel the Contract thereby releasing Buyer and Seiler from all further obligations under the Contract. 4. Closing Date. The Closing Date for this transaction will be the later of (i) 30 days after the Effective Date, or (ii) 30 days after all Title Defects and Survey Defects (as defined in this Addendum) have been removed by Seller or waived by Buyer. Notwithstanding the foregoing, the Buyer may unilaterally extend the Closing Date, for a period not to exceed 30 days, so Buyer can simultaneously close on purchase of the Adjacent Property. 5. Title. 5.1. Evidence of Title. Within five days after the Execution Date, Seller shall deliver to Buyer a copy of a prior owner's title insurance policy satisfactory to Chicago Title Insurance Company or such other title company that is acceptable to the Buyer ("Title Company") as a base of title, if available. Buyer will order a title commitment ("Title Commitment") from the Title Company within 15 days after the Execution Date. Buyer will pay the cost of the title policy at the time of Closing. Seller acknowledges that it must pay for the title search whether or not the transaction closes. 5.2. Examination of Title. Buyer will have a period of 20 days after its receipt of the Title Commitment to review the condition of title. Buyer will be entitled to object to any exceptions to title (each, a "Title Defect") disclosed in the Title Commitment by written notice to Seller of the Title Defects within 20 days after Buyer's receipt of the Title Commitment. Seller will have 20 days after receipt of Buyer's notice ("Curative Period") to cure or remove the Title Defects to Buyer's satisfaction. Seller is required to remove all Title Defects which can be Page 1 of 4 cured or removed upon payment of money, but will not be required to institute litigation in order to cure a Title Defect. In the event that Seller, after exercising due diligence, is unable to cure or remove the Title Defects, Buyer may (i) waive the Title Defects; (ii) give Seller additional time in writing (not to exceed 30 days) to cure the Title Defects, or (iii) terminate the Contract by written notice to Seller, in which event the Deposit will be immediately returned to Buyer and neither Buyer nor Seller shall have any further obligations hereunder, except obligations that expressly survive the termination of this Contract. 5.3. Closing Agent, Buyer's attorney will serve as the agent for the Title Company and as the "Closing Agent" for this transaction. 6. Survey. Within five days after the Execution Date, Seller shall deliver to Buyer a copy of a Seller's existing survey, if any, Buyer will order a survey of the Property ("Survey") from a licensed Florida surveyor within 10 days receipt of the Title Commitment. If the Survey shows any encroachment on the Property, or that the improvements on the Property encroach on the lands of another (either, a "Survey Defect"), Buyer will notify Seller in writing of the Survey Defect within 20 days after Buyer's receipt of the Survey. Seller will have 20 days after receipt of Buyer's notice ("Curative Period") to cure or remove the Survey Defect to Buyer's satisfaction. In the event Seller is unable to cure or remove the Survey Defects, Buyer may (i) waive the Survey Defects; (ii) give Seller additional time in writing (not to exceed 90 days) to remove the Survey Defects (in which event, the Closing shall be delayed until the Survey Defects are removed), or (iii) terminate the Contract by written notice to Seller, in which event the Deposit will be immediately returned to Buyer and neither Buyer nor Seller shall have any further obligations hereunder, except obligations that expressly survive the termination of this Contract. 7. Inspection Period. Buyer shall have from the Execution Date through the Effective Date ("Inspection Period") in which to perform all of the inspections set forth in Section 12(a) of the Contract. Unless Buyer exercises its rights to terminate the Contract by the expiration of the Inspection Period, the Buyer will accept the Property in its AS IS condition subject to Seller's continuing maintenance requirements as set forth in the Contract. 8. Real Estate Taxes. Seller acknowledges that Buyer is a tax-exempt governmental entity. Seller will be responsible for complying with Section 196.295 of the Florida Statutes prior to Closing. The requirements for compliance with Section 196.295 provided by the Miami -Dade County Property Appraiser will be as follows: 8.1. Once the Closing Date has been determined, Closing Agent will submit a written formal request to the Miami -Dade County Property Appraiser's Office via e-mail or regular mail for a proration letter. A proration letter will be provided by Property Appraiser displaying the prorated amount of taxes due to date of closing. 8.2. Taxes will be prorated on the Closing Statement based on the amount set forth in the Property Appraiser's letter plus an additional 25% of the tax proration (the additional 25% is the "Tax Escrow") to cover any additional taxes required to be paid upon issuance of the current year's tax bill for the Property. Page 2 of 4 8.3. After the Closing, Closing Agent will submit to the Tax Collector the Property Appraiser's escrow letter and the prorated tax amount of taxes stated to be due in the Property Appraiser's letter, and obtain a receipt for the deposit of the estimated taxes. Closing Agent will provide a copy of the Tax Collector receipt to Buyer. 8.4. After issuance of the actual tax bill for the Property, and upon request by Seller, Closing Agent will refund to Seller any excess funds remaining in the Tax Escrow 9. Contract Approval Process. Seller acknowledges that Buyer is a governmental entity and that the Contract must be approved by the Village of Key Biscayne Council (the "Council") through a capital authorizing ordinance (the "Ordinance"). The Buyer will undertake to get the Council to approve the Contract. Once the Ordinance is approved in the manner set forth in the Village of Key Biscayne's Code of Ordinance it is subject to a 30 day appeals period. The Buyer acknowledges that until such appeal period has expired and the Ordinance is final and non -appealable, the Contract may be cancelled by the Buyer at any time whereupon the Buyer and Seller would be released from all further obligations under the Contract. 10. Post -Closing Occupancy. The parties agree that the Seller shall have the right to occupy the Property post -closing through December 31, 2016. At closing, the parties will enter a post -closing agreement on terms reasonably agreeable to both parties. The post -closing agreement will provide that Seller will not have to pay rent during such post -closing period but Seller will (i) continue to maintain the Property in the manner set forth in Paragraph 11 of the Contract, (ii) maintain liability and property insurance on the Property and (iii) pay for all utilities and maintenance expenses (for example lawn care) during the post -closing period. During the post -closing period, the Property shall be occupied only by the Seller and his immediate family and not third party tenants. 11. Counterparts. This Addendum may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Buyer and Seller have signed this Addendum on the dates set forth below their respective signatures. SIGNATURES ON THE FOLLOWING PAGE Page 3 of 4 SIGNATURE PAGE ADDENDUM TO "AS IS" RESIDENTIAL CONTRACT FOR SALE AND PURCHASE SELLER: Winsome Leadbetter Date: BUYER: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation Page 4 of 4 EXHIBIT "B" "AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPRO4E.r/ BY THE FLORIDA REALTORS AND THE FLORIDA 3AR r PARTIES: Nance? Gaetwel,1 ("Seller"), e• and _ Vi.l)¢ae of Key aiscavos ("Buyer"), 3 agree that Seller shall sell and Buyer shall buy the following described Real Property and Personal Property 4 (collectively "Property") pursuant to the terms and conditions of this AS IS Residential Contract For Sale And s Purchase and any riders and addenda ("Contract"). s 1. PROPERTY DESCRIPTION: ✓ (a) Street address, city. rip: 571 Glenridge Road, Key Biscayne, FL 33149 ✓ (b) Property is Waled in:Niaai-Dade county County. FIOrlda, Real Property Tax 10 No.:24-5205-002-0060 e- (c) Real Property: The legal description is Lot 6 in Block 1 , of TROPICAL ISLE Routes, according to to the Plat thereof, ae reoorded in Plat Book 50 at Ptot 64 of the Public Records of 11 Miami -Dade County, Florida. 12 together with all existing improvements and fixtures, including teriit In--eppReneee. bulit•In tumishings and 13 attached wall-to-wall carpeting and flooring ("Real Property") unleP,"s specifically excluded in Paragraph 1(e) or 14 by other terms of this Contract. is .el.) i----ereeeee-Pietsereee4relrese-exeletied-ie-Reeig+efele-1-te)--er--13y-efe.ver-terret-el-tees-Geteofiete-iiie-fellewree-iteeee 44 - eeeirfi ., . of the dnlc u 44 40 2(1' : No ger5onalproperty items are 21 included in the Sale. 22 Personal Property is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23. (e) The following items are excluded from the purchase: 24 t4ri po3rt1, rJ .t Iurn(3} 'perr 5. bftFl* '-w W.titM , 23 PURCHASE PRICE AND CLOSING 2,100,000.00 28• 2. PURCHASE PRICE (U.S. currency) $ zr (a) Initial depose to be held in escrow in the amount of (checks subject to COLLE TIO J) :a The Initial deposit made payable and delivered to "Escrow Agent" named below 29• (CHECK ONE): (i)D accompanies offer or (ii) 0 is to be made within_,,,_ (if ieli 30 blank, then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN 31 OPTION (EI) SHALL BE DEEMED SELECTED. 32• Escrow Agent Information: Name!aeiss wrote Helfman Cole b Bierman 33' Address: 2525 Ponce d14 Leon Blvd., ,$ e 700, Coral, Gak)lea, FL. 33134 34- Phone: 13051024-0500 E-mail- shill tmartewah-lew.POW Fax D0511354-2323 35' (b) Additional deposit to be delivered to Escrow Agent within ._ (it telt blank, then 10) 3a• days after Effective Date $ 37 (All deposits paid or agreed to be paid, are collectively referred 10 as the "Deposit") 3a• (c) Financing: Express as a dollar amount or percentage ("Loan Amount") ses Paragraph 8. 38• (d) Other: .. .. $ 40 (e) Balance to close (not Including Buyer's closing costs, prepaids and prorations) by wire 41• transfer or other COLLECTED funds $ 42 NOTE: For the definition of "COLLECTION" or "COLLECTED" see STANDARDS. •1 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS: EFFECTIVE DATE: :. w $411,,, u• (a) It not signed by Buyer and Seller, and an executed copy delivered to all parties on or iefor 45- June 30. 2010 _ . this offer shall be deemed withdrawn and the Deposit, if any, shall be ret 46 to Buyer, Unless otherwise slated. time for acceptance of any counter-offers shall be within 2 days after the 47 clay the counter -otter is delivered. 48 (I* . 44 ft , mH4-e4lcr-{=EHeekive-fiete. so 4. CLOSING DATE: Unless moaified by other provisions of this Contract, the closing of this transaction shall occur s' and the closing documents required to be furnished by each party pursuant to this Contract shall be delivered s2• ("Closing") on. Site A tdene!_1xa_.___ ("Closing Date"), at the time established by the Closing Agent. 3uye1's Initials FIW i(t IR61110 heelslM1 : Yn• I)w,11ebtr,iel Page 1 or 12 Seller's Initials Bar 2SIS•4x Rev 2# is 4 Mitt Flo, ice RsaxcrsJr stir 1 r e. Fie.'ide enr A8 rtgl-.1.Stestuvvti IweV.)��1'nn,t1711 nn R1•41r .*•i.,rr ,. J:.a 1 1 1, ill iw.w .,, ..r .•. 1., ..r.F'I..')' P',41,4:0.144,11 t,io"ns qy Agog. 1601 1 ! 11o,r,: trd¢ Rv^.l f.ebsr. t4h.r,x„ .'i G fgymialse sAn 2,100,000.50 3,200,000.00 Aa 111r,m1.1,6A .A.,11 s3 5. EXTENSION OF CLOSING DATE: el (a) If Paragraph 8(b) is checked and Closing funds from Buyer's lender(s) are not avaiiable on Closing Date due ss to Consumer Financial Protection Bureau Closing Disclosure delivery requirements ("CFPB Requirements"), se then Closing Date shall be extended for such period necessary to satisfy CFPB Requirements, provided such 57 period shall not exceed 10 days. se (b) If extreme weather or other condition or event constituting "Force Majeure" (see STANDARD G) causes: (1) 59 disruption of utilities or other services essential for Closing or (ii) Hazard, Wind, Flood or Homeowners' e0 insurance, to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days 81 after restoration of utilities and other services essential to Closing and availability of applicable Hazard, Wind, 62 Flood or Homeowners' insurance. 11 restoration of such utilities or services and availability of insurance has sa• not occurred within lif left blank, then 14) days alter Closing Date, then either party may terminate 64 this Contract by delivering written notice to the other party, and Buyer shall be refunded the Deposit, thereby sa releasing Buyer and Seller from ail further obligations under this Contract. es 5. OCCUPANCY AND POSSESSION: 67 (a) Unless the box in Paragraph 6(b) is checked, Seller shall. at Closing, deliver occupancy and possession of se the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have 69 removed all personal items and trash from the Property and shall deliver all keys, garage door openers, 7o access devices and codes, as applicable, to Buyer. If occupancy is to be delivered before Closing, Buyer 71 assumes all risks of loss to the Property from date of occupancy, shall be responsible and liable for 72 maintenance from that date, and shall be deemed to have accepted the Property in its existing condition as of 73 time of taking occupancy. le (b) 0 CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property is 75 subject to a lease(s) after Closing or is intended to be rented or occupied by third parties beyond Closing, the 76 facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall 77 be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, 7s that the lease(s) or terms of occupancy are not acceptable to Buyer, Buyer may terminate this Contract by 79 delivery of written notice of such election to Seller within 5 days after receipt of the above items from Seller, 90 and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under 81 this Contract. Estoppel Letter(s) and Seller's affidavit shall be provided pursuant to STANDARD D. If Property sz is intended to be occupied by Setter after Closing, see Rider U POST -CLOSING OCCUPANCY BY SELLER. a3• 7. ASSIGNABILITY: (CHECK ONE) Buyer 0 may assign and thereby be released from any further liability under se this Contract; 0 may assign but not be released from liability under this Contract; or IX) may not assign this es Contract. 88 FINANCING 87 8. FINANCING: se' 1 (a) Buyer will pay cash for the purchase of the Property at Closing. There is no financing contingency to 89 Buyer's obligation to close. If Buyer obtains a loan for any part of the Purchase Price of the Property, Buyer so acknowledges that any terms and conditions unposed by Buyer's lender(s) or by CFPB Requirements shall not 91 affect or extend the Buyer's obligation to close or otherwise affect any terms or conditions of this Contract. 92' 0 (b) This Contract is contingent upon Buyer obtaining a written loan commitment for a 0 conventional 0 FHA 93• 0 VA or 0 other _ (describe) loan on the following terms within (it lett blank, then 45) 94- days after Effective Date (roan Commitment Date') for (CHECK ONE): 0 fixed, 0 adjustable, 0 fixed or 95' adjustable rate loan in the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed 9e. (if left blank, then prevailing rate based upon Buyer's creditworthiness), and for a term of (if left blank, 97 then 30) years ('Financing"). 9e• Buyer shall make mortgage loan application for the Financing within (if left blank, then 5) days after 9s Effective Date and use good faith and diligent effort to obtain a written loan commitment for the Financing (°Loan 100 Commitment") and thereafter to close this Contract Buyer shall keep Seller and Broker fully informed about the lei status of mortgage loan application and Loan Commitment and authorizes Buyer's mortgage broker and Buyer's 102 lender to disclose such status and progress to Seller and Broker. 103 104 Upon Buyer's receipt of Loan Commitment, Buyer shall provide written notice of same to Seller. If Buyer does not 105 receive Loan Commitment by Loan Commitment Date, then thereafter either party may cancel this Contract up to 106 the earlier of: Buyers Initials 1 Page 2 of 12 Seller's Initials FitrndaReaha aBer.ASIS-4x Rev. 2/16 0 2015 Florida Roaltorse and The Florida Bar. All rights reserved Proaune with npr'orrrL by lln.b9u 18070 reeve, Mir Road Fuser Micrtiperi 48020 bcatzel,flpjv gam AS is 107 (i.) Buyer's delivery of written notice 10 Seller that Buyer has either received Loan Commitment or elected 108 to waive the financing contingency of this Contract; or 109 (11.) 7 days prior to the Closing Date specified in Paragraph 4. which date, for purposes of this Paragraph 110 8(b) (it), shall not be modified by Paragraph 5(a). 111 If either party timely cancels this Contract pursuant to this Paragraph 8 and Buyer is not in default under the terms 112 of this Contract, Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further 113 obligations under this Contract. If neither party has timely canceled this Contract pursuant to this Paragraph 8. 114 then this financing contingency shall be deemed waived by Buyer. 115 If Buyer delivers written notice of receipt of Loan Commitment to Seller and this Contract does not thereafter 116 close, the Deposit shall be paid to Seller unless failure to close is due to: (1) Seller's default; (2) Property related 117 conditions of the Loan Commitment have not been met (except when such conditions are waived by other 118 provisions of this Contract); (3) appraisal of the Property obtained by Buyer's lender is insufficient to meet terms its of the Loan Commitment; or (4) the loan Is not funded due to financial failure of Buyer's lender, in which event(s) 120 the Deposit shall be returned to Buyer, thereby releasing Buyer and Seller from all further obligations under this 121 Contract. 122' ❑ (c) Assumption of existing mortgage (see rider for terms). 123• ❑ (d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms). 124 CLOSING COSTS, FEES AND CHARGES 125 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 12s (a) COSTS TO BE PAID BY SELLER: 127 • Documentary stamp taxes and surtax on deed, if any • HOAlCondominium Association estoppel fees 128 • Owner's Policy and Charges (if Paragraph 9(c) (1) is checked) • Recording and other lees needed to cure title 128 • Title search charges (if Paragraph 9(c) (iii) is checked) • Seller's attorneys' fees 130• • Municipal lien search (11 Paragraph 9(c) (1) or (ill) is checked) • Other: 131 If, prior to Closing, Seller is unable to meet the AS IS Maintenance Requirement as required by Paragraph 11 132 a sum equal to 125% of estimated costs to meet the AS IS Maintenance Requirement shall be escrowed at 133 Closing. If actual costs to meet the AS IS Maintenance Requirement exceed escrowed amount, Seller shall 134 pay such actual costs. Any unused portion of escrowed amount(s) shall be returned to Seller. 135 (b) COSTS TO BE PAID BY BUYER: 138 • Taxes and recording fees on notes and mortgages • Loan expenses 137 • Recording tees for deed and financing statements • Appraisal fees 138 • Owner's Policy and Charges (if Paragraph 9(c)(ii) is checked) • Buyer's Inspections 139 • Survey (and elevation certification, if required) • Buyer's attorneys' fees 140 • Lender's title policy and endorsements • All property related insurance 141 • HONCondominium Association applicationitransfer fees • Owner's Policy Premium (if Paragraph 142 • Municipal lien search (if Paragraph 9(c) (li) is checked) 9 (c) (iii) is checked.) 143' • Other: 1w• (c) TITLE EVIDENCE AND INSURANCE: At least 5•• Add (if left blank, then 15, or if Paragraph 8(a) is checked, 145 then 5) days prior to Closing Date ("Title Evidence Deadline"), a title insurance commitment issued by a 148 Florida licensed title insurer, with legible copies of instruments listed as exceptions attached thereto ("Title 147 Commitment") and, after Closing, an owner's policy of title insurance (see STANDARD A for terms) shall be 148 obtained and delivered to Buyer. II Seller has an owner's policy of title insurance covering the Real Property, 149 a copy shall be furnished to Buyer and Closing Agent within 5 days after Effective Date. The owner's title 150 policy premium, title search and closing services (collectively, "Owner's Policy and Charges" shall be paid, as 151 set orth below. The title insurance premium charges for the owner's policy and any lender's policy will be 152 calculated and allocated in accordance with Florida law, but may be reported differently on certain federally 153 mandated closing disclosures and other closing documents. 154 (CHECK ONE): 165• 0 (1) Seller shall designate Closing Agent and pay for Owners Policy and Charges, and Buyer shall pay the 158 premium for Buyer's lenders policy and charges for closing services related to the lender's policy, 157 endorsements and loan closing, which amounts shall be paid by Buyer to Closing Agent or such other ise provider(s) as Buyer may select; or 159• 0 (If) Buyer will designate Closing Agent and pay for Owner's Policy and Charges and charges for closing 160 services related to Buyer's lender's policy, endorsements, and loan closing; or 1s,. 1 (Hi) [MIAMI-DADEJBROWARD REGIONAL PROVISION): Seller will furnish a copy of a prior owner's 182 policy of title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title 9uyet's Initials \� Page 3 of 12 Seller's Initials ai1daReallo or1. Bar-ASJS-4x Rev 2,'16 02015 Florida Realtors® and The Florida eat All rights reserved. pram.' w,m tirrnrrra by poi.c9. p7(, sateen Mue R,a(1 rr•aei. Micraq;;n 411C26 `M4r7 itoLonix ca' AS I, 183 184 185 186' 167 488 40 170 171• (e) HOME WARRANTY: At Closing, O Buyer D Seller IZ N/A shall pay for a home warranty plan issued by 172• at a cost not to exceed $ . A home 173 warranty plan provides for repair or replacement of many of a home's mechanical systems and major built-in 174 appliances in the event of breakdown due to normal wear and tear during the agreement's warranty period. 175 (1) SPECIAL ASSESSMENTS: At Closing, Seller will pay: (i) the full amount of liens imposed by a public body 176 ("public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and 177 ratified before Closing; and (i1) the amount of the public body's most recent estimate or assessment for an 178 improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being 179 imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may 180 be paid in installments (CHECK ONE): 181• ® (a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing. 182 Installments prepaid or due for the year of Closing shall be prorated. 183• 0 (b) Setter shall pay the assessment(s) in full prior to or at the lime of Closing. 184 IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. 185 This Paragraph 9(1) shall not apply to a special benefit tax lien imposed by a community development district 18s (CDD) pursuant to Chapter 190, F.S., which lien shall be prorated pursuant to STANDARD K. evidence, which is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) tax search; and (C) municipal hen search. Buyer shall obtain and pay for posl•Closing continuation and premium for Buyer's owner's policy, and if applicable, Buyer's lender's policy. Seller shall not be obligated to pay more than $ _ _ (if ter blank, then $200.00) for abstract continuation or title search ordered or performed by Closing Agent. (d) 187 188 109 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205' 206 207 206 209 210 211 212 213 214 215 216 217 218 DISCLOSURES 10. DISCLOSURES: (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. (b) PERMITS DISCLOSURE: Except as may have been disclosed by Seller to Buyer in a written disclosure, Seller does not know of any improvements made to the Property which were made without required permits or made pursuant to permits which have not been properly closed. (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer is concerned or desires additional information regarding mold, Buyer should contact an appropriate professional. (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood zone the Property is in, whether flood insurance is required by Buyer's lender, and what restrictions apply to improving the Property and rebuilding in the event of casualty. If Property is in a "Special Flood Hazard Area" or "Coastal Barrier Resources Act" designated area or otherwise protected area identified by the U.S. Fish and Wildlife Service under the Coastal Barrier Resources Act and the lowest floor elevation for the building(s) and /or flood insurance rating purposes is below minimum flood elevation or is ineligible for flood insurance coverage through the National Flood Insurance Program or private flood insurance as defined in 42 U.S.0 §4012a, Buyer may terminate this Contract by delivering written notice to Seller within (it left blank, then 20) days after Effective Date, and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under this Contract, falling which Buyer accepts existing elevation of buildings and flood zone designation of Property. The National Flood Insurance Program may assess additional fees or adjust premiums for pre -Flood Insurance Rate Map (pre -FIRM) non -primary structures (residential structures in which the insured or spouse does not reside for at least 50% of the year) and an elevation certificate may be required for actuarial rating. (e) ENERGY BROCHURE: Buyer acknowledges receipt of Florida Energy -Efficiency Rating Information Brochure required by Section 553.996, F.S. (1) LEAD -BASED PAINT: If Property includes pre -1978 residential housing, a lead -based paint disclosure is mandatory. (g) HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE: BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE HOMEOWNERS' ASSOCIATION/COMMUNITY DISCLOSURE, IF APPLICABLE. f3uver's Initials FtoridaReatt Page 4 of 12 Sellers Initials �y S•4x Rev. 2/16 0 2015 Florida Realtors® and The Florida Bar. All rights reserved. produced wijl, 0,>Fpnr0 by i,(kogir 18070 Flt;een Mer ROMP Fraser, M,or:igan 45026 7NMr y+aLaair.Ca n .AS IS 219 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 220 PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED 221 TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY 222 IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN 229 HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT 224 THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. 225 (1) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a "foreign person" as defined by 226 the Foreign Investment in Real Property Tax Act ("FIRPTA"). Buyer and Seiler shall comply with FIRPTA, 227 which may require Seller to provide additional cash at Closing. If Seller is not a "foreign person", Seller can 226 provide Buyer, at or prior to Closing, a certification of non -foreign status, under penalties of perjury. to inform 229 Buyer and Closing Agent that no withholding is required. See STANDARD V for further information pertaining 230 to FIRPTA. Buyer and Seller are advised to seek legal counsel and tax advice regarding their respective 231 rights, obligations, reporting and withholding requirements pursuant to FIRPTA 222 (j) SELLER DISCLOSURE: Seller knows of no facts materially affecting the value of the Real Property which 233 are not readily observable and which have not been disclosed to Buyer. Except as provided for in the 234 preceding sentence, Seller extends and intends no warranty and makes no representation of any type, either 235 express or implied, as to the physical condition or history of the Property. Except as otherwise disclosed in 236 writing Seller has received no written or verbal notice from any governmental entity or agency as to a 237 currently uncorrected building, environmental or safety code violation. 238 PROPERTY MAINTENANCE, CONDITION, INSPECTIONS AND EXAMINATIONS 239 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the 240 Property, including, but not limited to, lawn, shrubbery. and pool, in the condition existing as of Effective Date ("AS 241 IS Maintenance Requirement"). 242 243• 244 245 246 247 248 249 250 261 252 253 254 255 256 257 258 249 260 251 292 263 264 265 266 287 268 269 270 12. PROPERTY INSPECTION; RIGHT TO CANCEL: (a) PROPERTY INSPECTIONS AND RIGHT TO CANCEL: Buyer shall have see Add (if left blank, then 15) days after Effective Date ("inspection Period") within which to have such inspections of the Property performed as Buyer shall desire during the inspection Period. If Buyer determines, in Buyer's sole discretion, that the Property Is not acceptable to Buyer, Buyer may terminate this Contract by delivering written notice of such election to Seiler prior to expiration of inspection Period. If Buyer timely terminates this Contract, the Deposit paid shall be returned to Buyer, thereupon, Buyer and Seiler shall be released of all further obligations under this Contract; however, Buyer shall be responsible for prompt payment for such inspections, for repair of damage to, and restoration ol, the Property resulting from such inspections, and shat! provide Seller with paid receipts for all work done on the Property (the preceding provision shall survive termination of this Contract). Unless Buyer exercises the right to terminate granted herein, Buyer accepts the physical condition of the Property and any violation of governmental, building, environmental, and safety codes, restrictions, or requirements, but subject to Seller's continuing AS /S Maintenance Requirement, and Buyer shall be responsible for any and all repairs and improvements required by Buyer's lender. (b) WALK-THROUGH INSPECTIONiRE-INSPECTION: On the day prior to Closing Date, or on Closing Date prior to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through (and follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of Personal Property are on the Property and to verify that Seller has maintained the Property as required by the AS IS Maintenance Requirement and has met all other contractual obligations. (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's inspection of the Property identifies open or needed building permits, then Seller shall prorptly deliver to Buyer all plans, written documentation or other information in Seller's possession, knowledge, or control relating to improvements to the Property which are the subject of such open or needed Permits. and shall promptly cooperate in good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to resolve such Permit issues. Seller's obligation to cooperate shall include Seller's execution of necessary authorizations, consents, or other documents necessary for Buyer to conduct inspections and have estimates of such repairs or work prepared, but in fulfilling such obligation, Seller shall not be required to expend, or become obligated to expend, any money. Buyer's Initials � Page 5 of 12 Seller's Initials F1ord9Reallor rl liar• IS•4>< Rev. 2'16 12015 Florida Reallors8 and The Florida Bar. All righls reserved Praluced wilt, :Or wr4' t,8 z,plogi„ 18070 Fmoer, Mee now. maze,. Miehigon e8D2G :ten,', Usp AS IS 271 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyer's option and 272 cost, Seller will, at Closing, assign all assignable repair, treatment and maintenance contracts and warranties 273 to Buyer. 274 ESCROW AGENT AND BROKER 275 13. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds 278 and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow 277 within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions 278 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting 279 demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent 200 may take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent's duties tai or liabilities under this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow 282 until the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction shall gas determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction sae of the dispute. An attorney who represents a party and also acts as Agent may represent such party in such 285 action. Upon notifying all parties concemed of such action, all liability on the part o1 Agent shall fully terminate, tae except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate 287 broker, Agent will comply with provisions of Chapter 475, F S , as arnended and FREC rules to timely resolve 288 escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order, gas Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, 290 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable 291 attorney's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent, 292 Agent shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is 293 due to Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing 294 or termination of this Contract. 29s 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property condition, 2es square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate 287 professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property 298 and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the 299 Property and that all representations (oral, written or otherwise) by Broker are based on Seller representations or 300 public records. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND sat GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND 302 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL, 303 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the `Indemnifying Party") each 304 individually indemnities, holds harmless, and releases Broker and Broker's officers, directors, agents and 305 employees from all liability for loss or damage, including all costs and expenses, and reasonable attorney's fees 308 at all levels, suffered or incurred by Broker and Broker's officers, directors. agents and employees in connection 307 with or arising from claims, demands or causes of action instituted by Buyer or Seller based on; (i) inaccuracy of 308 information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or 309 failure to perform contractual obligations; (iii) Broker's performance, at Indemnifying Party's request, of any task 310 beyond the scope of services regulated by Chapter 475, F.S., as amended, including Broker's referral, 311 recommendation or retention of any vendor for, or on behalf of Indemnifying Party; (iv) products or services 312 provided by any such vendor for, or on behalf of, Indemnifying Party: and (v) expenses incurred by any such 313 vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors 314 and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not 315 relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14, 318 Broker will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this 317 Contract. 318 DEFAULT AND DISPUTE RESOLUTION 319 15. DEFAULT: 320 (a) BUYER DEFAULT: it Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, 321 including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the 322 Deposit for the account of Seller as agreed upon liquidated damages, consideration for execution of this 323 Contract, and in lull settlement of any claims, whereupon Buyer and Seller shall be relieved from all further 324 obligations under this Contract. or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity 325 to enforce Seller's rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon Buyer's Initials Page 6 of 12 Seller's Initials F"IoridaReah rF a •ASIS.4x Rev. 2116 6'J 2015 Ronda ReeltoreS and The Florida Bal. All rights reserve(. P,uAuce7 wie, PORI,(* MV 7,01.09“ 1 e)70 FV[pel, !Ane Hoao. FI:.ie,, Mu:•upan 48026 om .4$ opa calla 326 default by Buyer, shall be split equally between Listing Broker and Cooperating Broker; provided however, 327 Cooperating Broker's share shall not be greater than the commission amount Listing Broker had agreed to 328 pay to Cooperating Broker. 329 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after 330 reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract. 331 Buyer may elect to receive return of Buyer's Deposit without thereby waiving any action for damages resulting 339 from Seller's breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific 333 performance. 334 This Paragraph 15 shall survive Closing or termination of this Contract. 335 15. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and 336 Seller arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute") will be 337 settled as follows: 338 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 339 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 340 16(b). 341 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida 342 Rules for Certified and Court -Appointed Mediators and Chapter 44, F.S., as amended (the "Mediation Rules"). 343 The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be 344 sought without first complying with this Paragraph 16(h). Disputes not settled pursuant to this Paragraph 16 345 may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 34s 16 shall survive Closing or termination of this Contract. 347 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted 348 by this Contract, and each party will pay their own costs, expenses and tees, including attorney's fees, incurred in 349 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to 350 recover from the non -prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting 351 the litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 352 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 3S3 18. STANDARDS: 354 A. TITLE: ass (1) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in 356 Paragraph 9(c), the Title Commitment, with legible copies of Instruments listed as exceptions attached thereto, 357 shall be issued and delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by 358 Seller at or before Closing and shall provide that, upon recording of the deed to Buyer, an owners policy of title 359 insurance in the amount of the Purchase Price, shall be issued to Buyer insuring Buyer's marketable title to the 380 Real Property, subject only to the following matters: (a) comprehensive land use plans, zoning, and other land 361 use restrictions, prohibitions and requirements imposed by governmental authority; (b) restrictions and matters 362 appearing on the Plat or otherwise common to the subdivision; (c) outstanding oil, gas and mineral rights of 363 record without right of entry; (d) unplatted public utility easements of record (located contiguous to real property 364 lines and not more than 10 feet in width as to rear or front lines and 7 1/2 feet in width as to side lines); (e) taxes 365 for year of Closing and subsequent years; and (1) assumed mortgages and purchase money mortgages, if any (if 3es additional items, attach addendum); provided, that, none prevent use of Property for RESIDENTIAL PURPOSES. 367 If there exists at Closing any violation of items identified in (b) — (1) above. then the same shall be deemed a title 368 defect. Marketable title shall be determined according to applicable Title Standards adopted by authority of The 389 Florida Bar and in accordance with law. 370 (11) TITLE EXAMINATION: Buyer shall have 5 days after receipt of Title Commitment to examine it and notify 371 Seller in writing specifying defect(s), if any, that render titie unmarketable. If Seller provides Title Commitment and 372 it is delivered to Buyer less than 5 days prior to Closing Dale, Buyer may extend Closing for up to 5 days after 373 date of receipt to examine same in accordance with this STANDARD A. Seller shall have 30 days ("Cure Period") 374 after receipt of Buyer's notice to take reasonable diligent efforts to remove defects, If Buyer fails to so notify 375 Seller, Buyer shall be deemed to have accepted title as it then is, 11 Seiler cures defects within Cure Period, Seller 376 will deliver written notice to Buyer (with proof of cure acceptable to Buyer and Buyer's attorney) and the parties 377 will close this Contract on Closing Date (or if Closing Date has passed, within 10 days after Buyer's receipt of 376 Seller's notice). If Seller is unable to cure defects within Cure Period, then Buyer may, within 5 days after 379 expiration of Cure Period, deliver written notice to Seller: (a) extending Cure Period for a specified period not to 380 exceed 120 days within which Seller shall continue to use reasonable diligent effort to remove or cure the defects 381 ("Extended Cure Period"); or (b) electing to accept title with existing defects and close this Contract on Closing Buyer's Initia ► Page Tot 12 Seller's Initials FkJndaReall aaBer•AStS•4x Rev. 2/16 ® 2015 Florida Realtors® and The Florida Bar. All rights reserved, PrbauCVA w13 Pikers 3 by lrploplr 03070 FNteen We Roao, Fraser MiCrigan 4(1026 1S I5 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 302 Date (or if Closing Date has passed, within the earlier of 10 days after end of Extended Cure Period or Buyer's 383 receipt of Seller's notice), or (c) electing to terminate this Contract and receive a refund of the Deposit, thereby 31313 releasing Buyer and Seller from all further obligations under this Contract. If after reasonable diligent effort, Seller 385 is unable to timely cure defects, and Buyer does not waive the defects, this Contract shall terminate, and Buyer 386 shall receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations under this 387 Contract. 3138 B. SURVEY: If Survey discloses encroachments on the Real Property or that improvements located thereon 389 encroach on setback lines, easements, or lands of others. or violate any restrictions, covenants, or applicable 390 governmental regulations described in STANDARD A (i)(a), (b) or (d) above, Buyer shall deliver written notice of 391 such matters, together with a copy of Survey, to Seller within 5 days after Buyer's receipt of Survey. but no later 392 than Closing. If Buyer timely delivers such notice and Survey to Seller, such matters identified in the notice and sr* Survey shall constitute a title defect, subject to cure obligations of STANDARD A above. If Seller has delivered a 3s4 prior survey, Seller shall, at Buyer's request, execute an affidavit of "no change" to the Real Property since the 395 preparation of such prior survey, to the extent the affirmations therein are true and correct. 386 C. INGRESS AND EGRESS: Seller represents that there is ingress and egress to the Real Property and title to 3ro the Real Property is insurable in accordance with STANDARD A without exception for lack of legal right of 398 access. 389 D. LEASE INFORMATION: Seller shall, at least 10 days prior to Closing. furnish to Buyer estoppel letters from 40.3 tenants)/occupant(s) specifying nature and duration of occupancy, rental rates, advanced rent and security 401 deposits paid by tenant(s) or occupant(s)("Estoppel Letter(s)"). If Seller is unable to obtain such Estoppel Letter(s) 402 the same information shall be furnished by Seller to Buyer within that time period in the form of a Seller's affidavit 403 and Buyer may thereafter contact tenant(s) or occupant(s) to confirm such information. If Estoppel Letter(s) or 404 Seller's affidavit, if any, differ materially from Seller's representations and lease(s) provided pursuant to 405 Paragraph 6, or if tenant(s)/occupant(s) fail or refuse to confirm Seller's affidavit, Buyer may deliver written notice 4o5 to Seller within 5 days after receipt of such information, but no later than 5 days prior to Closing Date, terminating 407 this Contract and receive a refund of the Deposit, thereby releasing Buyer and Seller from all further obligations 408 under this Contract. Seller shall, at Closing, deliver and assign all leases to Buyer who shall assume Seller's 409 obligations thereunder. 410 E. LIENS: Seller shall furnish to Buyer at Closing an affidavit attesting (f) to the absence of any financing 411 statement, claims of lien or potential lienors known to Seller and (ii) that there have been no improvements or 412 repairs to the Real Property for 90 days immediately preceding Closing Date, If the Real Property has been 413 improved or repaired within that time, Seller shall deliver releases or waivers of construction liens executed by all 414 general contractors, subcontractors, suppliers and materialmen in addition to Seller's lien affidavit setting forth 415 names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all 416 charges for improvements or repairs which could serve as a basis for a construction lien or a claim for damages 417 have been paid or will be paid at Closing. 419 F. TIME: Calendar days shall be used in computing time periods. Time is of the essence in this Contract. 419 Other than time for acceptance and Effective Date as set forth in Paragraph 3, any time periods provided tor or 420 dates specified in this Contract, whether preprinted. handwritten, typewritten or inserted herein, which shall end or 421 occur on a Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 5:00 p.m. (where the 422 Property is located) of the next business day. 423 G. FORCE MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contract or be 424 liable to each other for damages so long as performance or non-performance of the obligation is delayed, caused as or prevented by Force Majeure. "Force Majeure" means: hurricanes, earthquakes, floods, fire, acts of God, 428 unusual transportation delays. wars, insurrections, and acts of terrorism, and which, by exercise of reasonable 427 diligent effort, the non -performing party is unable in whole or in part to prevent or overcome, All time periods, 428 including Closing Dale, will be extended for the period that the Force Majeure prevents performance under this as Contract, provided, however, i1 such Force Majeure continues to prevent performance under this Contract more 430 than 14 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to 431 the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further 432 obligations under this Contract. 433 H. CONVEYANCE: Seller shall convey marketable title to the Real Property by statutory warranty. trustee's, 434 personal representative's, or guardian's deed, as appropriate to the status of Seller, subject only to matters 43s described in STANDARD A and those accepted by Buyer. Personal Property shall, at request of Buyer, be 436 transferred by absolute bill of sale with warranty of title, subject only to such matters as may be provided for in 437 this Contract, 438 1. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: Buyer's Initial: = Page 8 of 12 Seller's Initials FloddeRealto ' F . daBar IS-4x Rev, 2116 © 2015 Fonda RealtorsQ9 and The Florida Bal. All lights reserved. Produced with 2iyonnb by ap,.op. '6070 rila,en Mlle Road. Froso,, Micn,pan 48024 88Wabl pli rr:m AS IS STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 439 (i) LOCATION: Closing will take place in the county where the Real Property is located at the office of the 440 attorney or other closing agent ("Closing Agent") designated by the party paying for the owner's policy of title 441 insurance, or, it no title insurance, designated by Seller. Closing may be conducted by mail or electronic means. 442 (if) CLOSING DOCUMENTS: Seller shall at or prior to Closing, execute and deliver, as applicable, deed, bill of 443 sale, certificate(s) of title or other documents necessary to transter title to the Property, construction lien 444 affidavit(s), owner's possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer 44s with paid receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as as applicable the survey, flood elevation certification, and documents required by Buyer's lender. 447 (ill) PROCEDURE: The deed shall be recorded upon COLLECTION of all closing funds. If the Title Commitment e4s provides insurance against adverse matters pursuant to Section 627.7841, F.S., as amended, the escrow closing 44a procedure required by STANDARD J shall be waived, and Closing Agent shall, subject to COLLECTION of all 450 closing funds, disburse at Closing the brokerage fees to Broker and the net sale proceeds to Seller. 451 J. ESCROW CLOSING PROCEDURE: If Title Commitment issued pursuant to Paragraph 9(c) does not provide 462 for insurance against adverse matters as permitted under Section 627.7841, F.S., as amended, the following 453 escrow and closing procedures shall apply: (1) all Closing proceeds shall be held in escrow by the Closing Agent 454 for a period of not more than 10 days after Closing; (2) if Seller's title is rendered unmarketable, through no fault 45s of Buyer, Buyer shall, within the 10 day period, notify Seller in writing of the defect and Seller shall have 30 days 456 from date of receipt of such notification to cure the defect; (3) if Seller fails to timely cure the defect, the Deposit 4s7 and all Closing funds paid by Buyer shall, within 5 days after written demand by Buyer, be refunded to Buyer and, ass simultaneously with such repayment, Buyer shall return the Personal Property, vacate the Real Property and re - 459 convey the Property to Seller by special warranty deed and bill of sale; and (4) if Buyer fails to make timely aso demand for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening as, detect except as may be available to Buyer by virtue of warranties contained in the deed or bill of sale. 462 K. PRORATiONS; CREDITS: The following recurring items will be made current (if applicable) and prorated as 463 of the day prior to Closing Date, or date of occupancy if occupancy occurs before Closing Date: real estate taxes 46a (including special benefit tax assessments imposed by a CDD), Interest, bonds. association fees, insurance, rents ass and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if 488 assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may 467 be required by prorations to be made through day prior to Closing. Advance rent and security deposits, if any, will 4es be credited to Buyer. Escrow deposits held by Seller's mortgagee will be paid to Seller. Taxes shall be prorated 469 based on current year's tax with due allowance made for maximum allowable discount, homestead and other 479 exemptions. If Closing occurs on a date when current year's millage is not fixed but current year's assessment is 471 available, taxes will be prorated based upon such assessment and prior year's mitlage. If current year's 472 assessment is not available, then taxes will be prorated on prior year's tax. If there are completed improvements 473 on the Real Property by January lst of year of Closing, which improvements were not in existence on January 1St 474 of prior year, then taxes shall be prorated based upon prior year's mlllage and at an equitable assessment to be 47s agreed upon between the parties. failing which, request shall be made to the County Property Appraiser for an 476 informal assessment taking into account available exemptions. A tax proration based on an estimate shall, at 477 either party's request, be readjusted upon receipt of current year's tax bill. This STANDARD K shall survive 478 Closing. 479 L. ACCESS TO PROPERTY TO CONDUCT APPRAISALS, INSPECTIONS, AND WALK-THROUGH: Seller 480 shall, upon reasonable notice, provide utilities service and access to Property for appraisals and inspections, 481 including a walk-through (or follow-up walk-through if necessary) prior to Closing. 482 M. RISK OF LOSS: If, after Effective Date, but before Closing. Property is damaged by fire or other casualty 489 ("Casualty Loss") and cost of restoration (which shall include cost of pruning or removing damaged trees) does 484 not exceed 1.5% of Purchase Price, cost of restoration shall be an obligation of Seller and Closing shall proceed 465 pursuant to terms of this Contract. If restoration is not completed as of Closing, a sum equal to 125% of estimated 486 cost to complete restoration (not to exceed 1.5% of Purchase Price), will be escrowed at Closing. 11 actual cost of 487 restoration exceeds escrowed amount, Seller shall pay such actual costs (but, not in excess of 1.5% of Purchase 488 Price). Any unused portion of escrowed amount shall be returned to Seller If cost of restoration exceeds 1.5% of 489 Purchase Price, Buyer shall elect to either take Property "as is" together with the 1.5%, or receive a refund of the 490 Deposit, thereby releasing Buyer and Seller from all further obligations under this Contract. Seller's sole obligation 491 with respect to tree damage by casualty or other natural occurrence shall be cost of pruning or removal. 492 N. 1031 EXCHANGE: If either Seller or Buyer wish to enter into a like -kind exchange (either simultaneously with 493 Closing or deferred) under Section 1031 of the Internal Revenue Code ("Exchange"), the other party shall 494 cooperate in all reasonable respects to effectuate the Exchange, including execution of documents; provided, Buyer's Initials Page 9 el 12 Seller's Initlais RotIdaRealto d IS-tx Rev 2/16 © 2015 Florida Realtoret and The Florida Bar. All rights reserved Producod with 81pFovnm W npLorpx 18070 Fffison We Road Fraser, MIONgdn 48026 ovw.0rA n, l enm AS IS STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED gas however, cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be ees contingent upon, nor extended or delayed by, such Exchange. 407 O. CONTRACT NOT RECORDABLE; PERSONS BOUND; NOTICE; DELIVERY; COPIES; CONTRACT 498 EXECUTION: Neither this Contract nor any notice of it shall be recorded in any public records. This Contract shall 499 be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. 500 Whenever the context permits, singular shall include plural and one gender shall include all. Notice and delivery 501 given by or to the attorney or broker (including such broker's real estate licensee) representing any party shall be soz as effective as if given by or to that party. All notices must be in writing and may be made by mail, personal 503 delivery or electronic (including "pdf") media. A facsimile or electronic (including "pdf") copy of this Contract and sox any signatures hereon shall be considered for all purposes as an original, This Contract may be executed by use 505 of electronic signatures, as determined by Florida's Electronic Signature Act and other applicable laws. 506 P. INTEGRATION; MODIFICATION: This Contract contains the full and complete understanding and agreement 507 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 505 representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or 509 change in this Contract shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties sto intended to be bound by it. 511 Q. WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 512 Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 513 rights. 514 R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda. and typewritten 515 or handwritten provisions shall control all printed provisions of this Contract in conflict with them. 516 S. COLLECTION or COLLECTED: "COLLECTION" or "COLLECTED" means any checks tendered or 517 received, including Deposits, have become actually and finally collected and deposited In the account of 518 Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents 519 may be delayed by Closing Agent until such amounts have been COLLECTED In Closing Agent's 520 accounts. 5z1 T. LOAN COMMITMENT: "Loan Commitment" means a statement by the lender setting forth the terms and sez conditions upon which the lender is willing to make a particular mortgage loan to a particular borrower. Neither a sea pre -approval letter nor a prequalification letter shall be deemed a Loan Commitment for purposes of this Contract. szx U. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 525 of Florida and venue for resolution of all disputes, whether by mediation, arbitration or litigation, shall lie in the 526 county where the Real Property is located. 527 V. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): If a seller of U.S. real property is a 529 "foreign person" as defined by FIRPTA, Section 1445 of the Internal Revenue Code requires the buyer of the real 529 property to withhold up to 15% of the amount realized by the seller on the transfer and remit the withheld amount 590 to the Internal Revenue Service (IRS) unless an exemption to the required withholding applies or the seller has 531 obtained a Withholding Certificate from the IRS authorizing a reduced amount of withholding. Due to the 532 complexity and potential risks of FIRPTA, Buyer and Seller should seek legal and tax advice regarding 533 compliance, particularly if an "exemption" is claimed on the sale of residential property tor $300,000 or less. 534 (i) No withholding is required under Section 1445 if the Seller is not a "foreign person," provided Buyer accepts 535 proof of same from Seller, which may include Buyer's receipt of certification of non -foreign status from Seller, 530 signed under penalties of perjury, stating that Seller is not a foreign person and containing Seller's name, U.S. 537 taxpayer identification number and home address (or office address, in the case of an entity), as provided for in Sae 26 CFR 1.1445-2(b). Otherwise, Buyer shall withhold the applicable percentage of the amount realized by Seller 539 on the transfer and timely remit said funds to the IRS. 540 (ii) If Seller has received a Withholding Certificate from the IRS which provides for reduced or eliminated 541 withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the reduced 542 sum, if any required, and timely remit said funds to the IRS. sea (Iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and sex has provided to Buyer the notice required by 26 CFR 1 1445-1(c) (2)(i)(B) but no Withholding Certificate has been s45 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by sae Seller on the transfer and, at Buyer's option, either (a) timely remit the withheld funds to the IRS or (b) place the 547 funds in escrow, at Seller's expense, with an escrow agent selected by Buyer and pursuant to terms negotiated sae by the parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or 549 remitted directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement. 550 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this ss1 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the Buyer's India FiortdaReali Page 10 of 12 Seller's Initials S -4x Rev. 2116 ®2015 Florida Realtorse and The Florida Bar. All rights reserved. ProclucuU with zOam®oy /*on. 18070 Fd;aan Mae Rao°, nose.. u'cngan+8028 xoy. aaWa>.con• AS IS STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 552 553 554 555 556 557 558 559 580 581 582 563 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for disbursement in accordance with the final determination of the IRS, as applicable. (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 8288 and 8288-A, as filed. W. RESERVED X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller and against any real estate licensee involved in the negotiation at this Contract for any damage or defects pertaining to the physical condition of the Property that may exist at Closing of this Contract end be subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer, This provision does not relieve Seller's obligation to comply with Paragraph 10(j). This Standard X shall survive Closing. ADDENDA AND ADDITIONAL TERMS 564' 19. ADDENDA: The following additional terms scs this Contract (Check If applicable): ❑A. Condominium Rider OK. RESERVED ❑ B. Homeowners' Assn. D L. RESERVED OC. Seller Financing ❑tv1 Defective Drywall 0 D. Mortgage Assumption ❑ N. Coastal Construction Control Line 0 E. FHAIVA Financing ❑ 0. insulation Disclosure ❑ F. Appraisal Contingency ❑ P. Lead Paint Disclosure tPre- 1978) ❑ G. Short Sale 00. Housing for Older Persons ❑ H. Homeowners:Flood Ins. OR. Rezoning ❑ J. Interest -Bearing Acct. DS. Lease Purchases Lease Option 586' 20. ADDITIONAL TERMS: SEE ATTACHED ADDEND 567 588 569 570 571 572 573 574 575 578 577 578 579 580 581 582 are included in the attached addenda or riders and incorporated into OT. Du. DV OW Ux. ❑ Y. ❑ Z. ❑ AA EBB Pre -Closing Occupancy Post -Closing Occupancy Sale of Buyer's Property Back-up Contract Kick -out Clause Seller's Attorney Approval Buyer's Attorney Approval Licensee Property Interest Binding Arbitration 583 Buyer Seller's COUNTER-OFFER/REJECTION 534' ® Belief counters Buyer's offer (to accept the counter-offer, Buyef must sign or initial the counter-otfered terms and se5 deliver a copy of the acceptance to geiteF) . Seller saw ❑ Seller rejects Buyer's offer. Buyer 527 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE sae ADVICE OF AN ATTORNEY PRIOR TO SIGNING. 5a9 THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR. 5so Approval of this form by the Florida Realtors and The Florida Bar does not constitute an opinion that any of the terms 591 and conditions in this Contract should be accepted by the parties in a particular transaction. Terms and conditions Buyers Initials•-_� F4xldafloslloiF to r Page 11 of 12 Seller's Initials daBar.ASIS 4x Rev. 2116 ® 2015 Florida Realtors® and The Florida Bar. All rights reserved Produced wm zipFn,119 by r'iDlop'x 16070 Filtgen Mae Actin, r iaya, AhchInn 48026 varti.z.naL001, four AS IS 592 should be negotiated based upon the respective interests, objectives and bargaining positions of all interested 693 persons. 5.94 AN ASTERISK (') FOLLOWING A LINE NUMBER IN THE MARGIN INDICATES THE LINE CONTAINS A BLANK TO sss BE COMPLETED, 596 802 en. Seller: 604 606 Buyer's address for purposes of notice sow 10 Village Green Jay, Key Biscayne, 607' Florida 33149 608' Date: Date: Date: /„ /G► Date: Seder's address for purposes of notice 571 Glenridge Road, Key Biscayne, Florida 33149 see BROKER: Listing and Cooperating Brokers, if any, named below (collectively, "Broker"), are the only Brokers entitled 610 to compensation in connection with this Contract. Instruction to Closing Agent: Seller and Buyer direct Closing Agent en to disburse at Closing the full amount of the brokerage fees as specified in separate brokerage agreements with the 612 parties and cooperative agreements between the Brokers, except to the extent Broker has retained such fees from the 613 escrowed funds. This Contract shall not modify any MLS or other offer of compensation made by Seller or Listing 814 Broker to Cooperating Brokers. 61S None 616 Cooperating Sales Associate, If any Listing Sales Associate None 817' 618 Cooperating Broker, 11 any Listing Broker Buyers lnitla Page 12 of 12 Seller's Initials Flori daRealto 1 lod• : Bei- AS15.4x Rev. 2/16 © 2015 Florida Reaftorsig and The Florida Bar. All rights reserved. Produced WMn nproun' oy ritkopiy (&170 Fiheen l 0O Rood Fraeor 'Ach,Unn 40026 AS IS Addendum to "AS IS" Residential Contract for Sale and Purchase between Nancy Gamwell, individually, and Village of Key Biscayne This Addendum to "AS IS" Residential Contract for Sale and Purchase ("Addendum") is made a part of the attached "AS IS" Residential Contract for Sale and Purchase ("Contract") between Nancy Gamwell. individually ("Seller") and the Village of Key Biscayne, Florida ("Buyer"). All terms used in this Addendum which are defined in the Contract will have the meaning set forth in the Contract. In the event of any conflict between the Contract and this Addendum, the teens of this Addendum will prevail. The Contract will be of no 1i►rcc or effect unless this Addendum is signed by the Buyer and Seller. Effective Date. The Effective Date of the Contract shall he the date upon which the Buyer has obtained the final non -appealable Ordinance approving the purchase of the Property as set firth below. Except as set tbrth herein, all time periods set forth in the Contract will begin on the Effective Date as defined in this Addendum. 2. Execution Date. The Execution Date of the Contract shall be the date upon which the last one of the Buyer and Seller has signed the Contract and this Addendum. 3. Simultaneous Closing. The Contract is contingent on a simultaneous closing on the purchase by the Buyer from Winsome 1.eadbetter of the property located at 570 Fernwood Road, Key Biscayne, EL 33149 ("Adjacent Property"). In the event that the Buyer is unable to close on the purchase of the Adjacent Property, the Buyer shall have the unilateral right to cancel the Contract thereby releasing Buyer and Seller from all further obligations under the Contract. 4. Closing Date. The Closing Date for this transaction will he the later of (i) 30 days after the Effective Date, or (ii) 30 days after all Title Defects and Survey Defects (as defined in this Addendum) have been removed by Seller or waived by Buyer. Notwithstanding the foregoing, the Buyer may unilaterally extend the Closing Date, for a period not to exceed 30 days, so Buyer can simultaneously close on purchase of the Adjacent Property. 5. Title. 5.1. Evidence of Title. Within five days after the Execution Date, Seller shall deliver to Buyer a copy of a prior owner's title insurance policy satisfactory to Chicago Title Insurance Company or such other title company that is acceptable to the Buyer ("Title Company") as a basc of title, if available. Buyer will order a title commitment ('"Title Commitment") from the Title Company within 15 days after the Execution Date. Buyer will pay the cost of the title policy at the time of Closing. Seller acknowledges that it must pay for the title search whether or not the transaction closes. 5.2. Examination of Title. Buyer will have a period of 20 days after its receipt of the Title Commitment to review the condition of title. Buyer will he entitled to object to any exceptions to title (each. a "Title Defect") disclosed in the Title Commitment by written notice to Seller of the Title Defects within 20 days after Buyer's receipt of the Title Commitment. Seller will have 20 days after receipt of Buyer's notice ("Curative Period") to cure or remove the 'title Defects to Buyer's satisfaction. Seller is required to remove all "title Defects which can be Page 1 of 4 cured or removed upon payment of money, but will not be required to institute litigation in order to cure a Title Defect. In the event that Seller, after exercising due diligence, is unable to cure or remove the Title Defects. I3uyer may (i) waive the Title Defects; (ii) give Seller additional time in writing (not to exceed 30 days) to cure the Title Defects, or (iii) terminate the Contract by written notice to Seller, in which event the Deposit will be immediately returned to Buyer and neither Buyer nor Seller shall have any further obligations heretutder. except obligations that expressly survive the termination of this Contract. 5.3. Closing Agent. Buyer's attorney will serve as the agent for the Title Company and as the ''Closing Agent" for this transaction. 6. Survey. Within five days after the Execution Date, Seller shall deliver to Buyer a copy of a Seller's existing survey. if any. Buyer will order a survey of the Property ("Survey") from a licensed Florida surveyor within 10 days receipt of the Title Commitment. If the Survey shows any encroachment on the Property, or that the improvements on the Property encroach on the lands of another (either, a "Survey Defect"), Buyer will notify Seller in writing of the Survey Defect within 20 days after Buyer's receipt of the Survey. Seller will have 20 days after receipt of Buyer's notice ("Curative Period") to cure or remove the Survey Defect to Buyer's satisfaction. In the event Seller is unable to cure or remove the Survey Defects, Buyer may (i) waive the Survey Defects; (ii) give Seller additional time in writing (not to exceed 90 days) to remove the Survey Defects (in which event, the Closing shall be delayed until the Survey Defects are removed), or (iii) terminate the Contract by written notice to Seller, in which event the Deposit will be immediately returned to Buyer and neither Buyer nor Seller shall have any further obligations hereunder, except obligations that expressly survive the termination of this Contract. 7. Inspection Period. Buyer shall have from the Execution Date through the Effective Date ("Inspection Period") in which to perform all of the inspections set forth in Section 12(a) of the Contract. Unless Buyer exercises its rights to terminate the Contract by the expiration of the Inspection Period, the Buyer will accept the Property in its AS IS condition subject to Seller's continuing maintenance requirements as set forth in the Contract. 8. Real Estate Taxes. Seller acknowledges that Buyer is a tax-exempt governmental entity. Seller will be responsible for complying with Section 196.295 of the Florida Statutes prior to Closing. The requirements for compliance with Section 196.295 provided by the Miami -Dade County Property Appraiser will be as follows: 8.1. Once the Closing Date has been determined, Closing Agent will submit a written formal request to the Miami -Dade County Property Appraiser's Office via e-mail or regular maul for a proration letter. A proration letter will be provided by Property Appraiser displaying the prorated amount of taxes due to date of closing. 8.2. Taxes will be prorated on the Closing Statement based on the amount set forth in the Property Appraiser's letter plus an additional 25% of the tax proration (the additional 25% is the "Tax Escrow") to cover any additional taxes required to be paid upon issuance of the current year's tax hill for the Property. Page 2 of 4 �1 8.3. After the Closing. Closing Agent will submit to the Tax Collector the Property Appraiser's escrow letter and the prorated tax amount of taxes stated to be due in the Property Appraiser's letter, and obtain a receipt for the deposit of the estimated taxes. Closing Agent will provide a copy of the Tax Collector receipt to Buyer. 8.4. After issuance of the actual tax bill for the Property, and upon request by Seller. Closing Agent will refund to Seller any excess funds remaining in the Tax Escrow 9. Contract Approval Process. Seller acknowledges that Buyer is a governmental entity and that the Contract must be approved by the Village of Kcy Biscayne Council (the "Council") through a capital authorizing ordinance (the "Ordinance"). The Buyer will undertake to get the Council to approve the Contract. Once the Ordinance is approved in the manner set forth in the Village of Key Biscayne's Code of Ordinance it is subject to a 30 day appeals period. The Buyer acknowledges that until such appeal period has expired and the Ordinance is final and nun -appealable, the Contract may be cancelled by the Buyer at any time whereupon the Buyer and Seller would be released from all further obligations under the Contract. 10. Post -Closing Occupancy. The parties agree that the Seller shall have the right to occupy the Property post -closing through January 31, 2017. At closing, the parties will enter a post -closing agreement on terms reasonably agreeable to both parties. The post -closing agreement will provide that Seller will not have to pay rent during such post -closing period hut Seller will (i) continue to maintain the Property in the manner set forth in Paragraph 11 of the Contract. (ii) maintain liability and property insurance on the Property and (iii) pay for all utilities and maintenance expenses (for example lawn care) during the post -closing period. During the post -closing period, the Property shall be occupied only by the Seller and his immediate family and not third party tenants. 11. Counterparts. This Addendum may he executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. SIGNATURES ON THE FOLLOWING: PAGE Page 30 4 SIGNATURE PAGE ADDENDUM TO "AS IS" RESIDENTIAL CONTRACT FOR SALE AND PURCHASE Buyer and Seller have signed this Addendum on the dates set forth below their respective signatures. SEI.l,,,1a"R: Nancy nwe Date: BUYER: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation IiN: !1 (. Gibe Dat Page 4of4 age Manager