EFTA00614788.pdf

"AS IS" Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR Doi WI 1 fle41. CSTAT6 1. PARTIES: 124 PARC MONCEAU LLC r and dee At ,q *ACT C -AG s , a, T. area ("Seller"), ("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 5 Purchase and any riders and addenda ('Contract"): 8 1. PROPERTY DESCRIPTION: 7' (a) Street address, city, zip: 124 PARC MONCEAU, PALM BEACH, FL 33480 es (b) Property Is located In: Palm Beach County, Florida. Real Property Tax ID No.: 50-43-44-11-02-000-0060 0. (c) Real Property: The legal description IsPARC MONCEAU LT 6 IC 11 12 together with all existing improvements and fixtures, including built-in appliances, built-in furnishings and 13 attached wall-to-wall carpeting and flooring ('Real Property') unless specifically excluded In Paragraph 1(e) or 14 by other terms of this Contract. 16 (d) Personal Property: Unless excluded In Paragraph 1(e) or by other terms of this Contract, the following items 18 which are owned by Seller and existing on the Property as of the date of the Initial offer are included in the 17 purchase: range(s)/oven(s), refrigerator(s), dishwasher(s), disposal, ceiling fan(s), intercom, light fixture(s), 18 drapery rods and draperies, blinds, window treatments, smoke detector(s), garage door opener(s), security 18 gate and other access devices, and storm shutters/panels ("Personal Property"). 20' Other Personal Property items included in this purchase are: 21 22 Personal Property Is included in the Purchase Price, has no contributory value, and shall be left for the Buyer. 23- (e) The following items are excluded from the purchase: 24 2s PURCHASE PRICE AND CLOSING 26' 2. PURCHASE PRICE (U.S. currency)* S 5000,000.00 27' (a) Initial deposit to be held in escrow In the amount of (checks subject to COLLECTION) $ 25,000.00 25 The initial deposit made payable and delivered to "Escrow Agent" named below 2s- (CHECK ONE): (I) 0 accompanies offer or (ii) 0 is to be made within 3 (if left 30 blank, then 3) days after Effective Date. IF NEITHER BOX IS CHECKED, THEN 31 OPTION (II) SHALL BE DEEMED SELECTED. 32' Escrow Agent information: Name: Richard G. Chasid, ESQ sr Address: 550 Glades Road, Ste 200, Boca Raton, Fl 33431 se Phone: E-mail: c am s aw.com Fax: as. (b) Additional deposit to be delivered to Escrow Agent within 15 (if left blank, then 10) 38. days after Effective Date $ 545,000.00 37 (All deposits paid or agreed to be paid, are collectively referred to as the "Deposit") 38' (c) Financing: Express as a dollar amount or percentage ('Loan Amount") see Paragraph 8 3,990,000.00 39' (d) Other: $ 40 (e) Balance to close (not including Buyer's closing costs, prepalds and prorations) by wire 41' transfer or other COLLECTED funds $ 1240,000.00 ?It 42 NOTE: For the definition of "COLLECTION" or "COLLECTED" see STANDARD S. 43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 44 (a) If not signed by Buyer and Seller, and an executed copy delivered to all parties on or before 45. March 9, 2016 , this offer shall be deemed withdrawn and the Deposit, if any, shall be returned 48 to Buyer. Unless otherwise stated, time for acceptance of any counter-offers shall be within 2 days after the 47 day the counter-offer is delivered. 48 (b) The effective date of this Contract shall be the date when the last one of the Buyer and Seiler has signed or 49 initialed and delivered this offer or final counter-offer ("Effective Date"). so 4. CLOSING DATE: Unless modified by other provisions of this Contract, the dosing of this transaction shall occur 5/ and the dosing documents required to be furnished by each party pursuant to this Contract shall be delivered 62' ('Closing") on on or before April 28, 2016 ("Closing Date'), at the time established by the Closing Agent. Buyer's Initialsii2 _ Page 1 of 12 Seller's Initials FlixklaReallcariF aorri004x Rov.2116 O 2016 Florida Restore" and The Florida Bar. Al rights nnownra Nowt 04144/400145-7441151 • • , ilor • r • EFTA00614788 s3 5. EXTENSION OF CLOSING DATE: 64 (a) If Paragraph 8(b) is checked and Closing funds from Buyer's lender(s) are not available on Closing Date due 65 to Consumer Financial Protection Bureau Closing Disclosure delivery requirements ("CFPB Requirements"), so then Closing Dale shall be extended for such period necessary to satisfy CFPB Requirements, provided such 67 period shall not exceed 10 days. 68 (b) If extreme weather or other condition or event constituting "Force Majeure" (see STANDARD G) causes: (I) so 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 el after restoration of utilities and other services essential to Closing and availability of applicable Hazard, Wind, 82 Flood or Homeowners' insurance. If restoration of such utilities or services and availability of insurance has or not occurred within (if left blank, then 14) days after Closing Date, then either party may terminate 84 this Contract by delivering written notice to the other party, and Buyer shall be refunded the Deposit, thereby es releasing Buyer and Seller from all further obligations under this Contract. se 6. OCCUPANCY AND POSSESSION: 87 (a) Unless the box in Paragraph 6(b) Is checked, Seller shall, at Closing, deliver occupancy and possession of lie the Property to Buyer free of tenants, occupants and future tenancies. Also, at Closing, Seller shall have eiff 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) O CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANCY AFTER CLOSING. If Property Is 76 subject to a lease(s) after Closing or is Intended to be rented or occupied by third parties beyond Closing, the re 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 ro delivery of written notice of such election to Seller within 5 days after receipt of the above items from Seller, so 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. sr 7. ASSIGNABILITY: (CHECK ONE): Buyer O may assign and thereby be released from an further liability under se this Contract; 0 may assign but not be released from liability under this Contract; or 0 may not assign this as Contract. o, FINANCING el 8. FINANCING: 881 O (a) Buyer will pay cash for the purchase of the Property al Closing. There is no financing contingency to lie 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 dose or otherwise affect any terms or conditions of this Contract. 02' 0 (b) This Contract is contingent upon Buyer obtaining a written loan commitment for a 0 conventional O FHA 934 U VA or U other (describe) loan on the following terms within 15 (If left blenh< then 45) 94' days after Effective Date ("Loan Commitment Date') for (CHECK ONE):(] fixarlidjustable, Ul fixed or 96' adjustable rate loan in the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed % ft Of left blank, then prevailing rate based upon Buyer's creditworthiness), and for a term of (if left blank, 97 then 30) years ("Financing"). 98' Buyer shall make mortgage loan application for the Financing within (if left blank, then 5) days after es Effective Date and use good faith and diligent effort to obtain a written loan commitment for the Financing ("Loan ice Commitment) and thereafter to close this Contract. Buyer shall keep Seller and Broker fully informed about the 101 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 Seiler 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 tae the earlier of: &woes Initials ' Page 2 of 12 Sellers Initials FlorkleR aBsta915-43 Rev.2/18 0 2016 Florida Resilers• and The Florida Bee. Al lights removed. 8.d.* 04140$400140.7441141 EFTA00614789 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 no (ii.) 7 days prior to the Closing Date specified in Paragraph 4, which date, for purposes of this Paragraph us 8(b) (II), shall not be modified by Paragraph 5(a). in 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 ire 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 in 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' K (c) Assumption of existing mortgage (see rider for terms). 123• K (d) Purchase money note and mortgage to Seller (see riders; addenda; or special clauses for terms). 124 CLOSING COSTS, FEES AND CHARGES 125 128 127 128 129 130• 131 132 133 134 135 136 137 138 139 140 141 142 143' 144' 145 1411 147 148 149 150 161 162 153 154 155' 168 167 158 159' 180 181' 182 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 end Charges (If Paragraph 9(c) (i) 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 (If Paragraph 9(c) (I) or (iii) is checked) • Other: If, 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 shall 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)(1l) 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/Condomini um 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 15 (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 ivgibie copies of instruments fisted as exceptions attached thereto ("Title Commitment") and, after Closing, an owner's policy of title Insurance (see STANDARD A for terms) shall be obtained end 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 dosing 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): K (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 ptovIder(s) as Buyer may select; or Wit (II) Buyer shall 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 K (iii) (MIAMI•DADHBROWARD REGIONAL PROVISION]: Seller shall furnish a copy of a prior owner's policy of title Insurance or other evidence of title and pay tees for (A) a continuation or update of such title Buyer's Initials Page 3 of 12 Seiler's initials Beneeseeseednorie oASIS4x Rev2/18 02015 Florida Realtors,' and Tho Florida Son NI 5;Crts reserved. Ulla* 04140.4.0143446,161 EFTA00614790 163 evidence, which Is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) tax search; /84 and (C) municipal Ilen search. Buyer shall obtain and pay for post-Closing continuation and premium for ice Buyer's owner's policy, and if applicable, Buyer's lender's policy. Seller shall not be obligated to pay more 166' than $ (if left blank, then $200.00) for abstract continuation or title search ordered or 161 performed by Closing Agent. 188 (d) SURVEY: On or before Title Evidence Deadline, Buyer may, at Buyer's expense, have the Real Property 189 surveyed and certified by a registered Florida surveyor ("Survey"). If Seller has a survey covering the Real 170 Property, a copy shall be furnished to Buyer and Closing Agent within 6 days after Effective Date. 171' (e) HOME WARRANTY: At Closing, 0 Buyer 0 Seller pi 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 (f) SPECIAL ASSESSMENTS: At Closing, Seller shall pay: (I) the full amount of liens imposed by a public body 178 ("public body" does not include a Condominium or Homeowner's Association) that are certified, confirmed and in ratified before Closing: and (ii) 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 ire imposed on the Property before Closing. Buyer shall pay all other assessments. If special assessments may 180 be paid in installments (CHECK ONE): 181' 0 (a) Seller shall pay installments due prior to Closing and Buyer shall pay installments due after Closing. in installments prepaid or due for the year of Closing shall be prorated. 183' 0 (b) Seller shall pay the assessment(s) in full prior to or at the time of Closing. 184 IF NEITHER BOX IS CHECKED, THEN OPTION (a) SHALL BE DEEMED SELECTED. 185 This Paragraph 9(f) shall not apply to a special benefit tax lien imposed by a community development district 168 (CDD) pursuant to Chapter 190, F.S., which lien shall be prorated pursuant to STANDARD K. 187 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 disdosed by Seller to Buyer in a written disclosure, /94 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 dosed. 198 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer Is concerned 197 or desires additional information regarding mold, Buyer should contact an appropriate professional. 108 (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate which flood 109 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, 2C8' 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 (f) LEAD-BASED PAINT: If Property includes pre-1978 residential housing, a lead-based paint disclosure is 215 mandatory. 218 (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 Page 4 of 12 Seller's Initials FlorlduReallore/ searaSls-4x Rev.2M 0 2015 FIcelde Reeder" and The Florida Bar. MI dette resorved. Seat 051100-000148-74111$1 EFTA00614791 219 (h) PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE SELLER'S CURRENT 22o 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 m IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN 223 HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT 224 THE COUNTY PROPERTY APPRAISER'S OFFICE FOR INFORMATION. zzs (i) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a 'foreign person' as defined by 220 the Foreign Investment in Real Property Tax Act ('FIRPTA'). Buyer and Seller shell comply with FIRPTA, 227 which may require Seller to provide additional cash at Closing. If Seiler is not a "foreign person", Seller can 228 provide Buyer, at or prior to Closing, a certification of non-foreign status, under penalties of perjury, to inform zis 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. 232 ()) 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, fn the condition existing as of Effective Date (*AS 241 IS Maintenance Requirement"). 242 12. PROPERTY INSPECTION; RIGHT TO CANCEL: 243' (a) PROPERTY INSPECTIONS AND RIGHT TO CANCEL: Buyer shall have 15 (If left blank, then 15) 244 days after Effective Date ("Inspection Period, within which to have such inspections of the Property 245 performed as Buyer shall desire during the inspection Period. if Buyer determines, in Buyer's sole 246 discretion, that the Property is not acceptable to Buyer, Buyer may terminate this Contract by 247 delivering written notice of such election to Seller prior to expiration of inspection Period. if Buyer 248 timely terminates this Contract, the Deposit paid shall be returned to Buyer, thereupon, Buyer and 249 Seller shall be released of all further obligations under this Contract; however, Buyer shall be 260 responsible for prompt payment for such inspections, for repair of damage to, and restoration of, the 251 Property resulting from such inspections, and shall provide Seller with paid receipts for all work done 252 on the Property (the preceding provision shall survive termination of this Contract). Unless Buyer 253 exercises the right to terminate granted herein, Buyer accepts the physical condition of the Property 264 and any violation of governmental, building, environmental, and safety codes, restrictions, or 2.65 requirements, but subject to Seller's continuing AS IS Maintenance Requirement, and Buyer shall be 256 responsible for any and all repairs and improvements required by Buyer's lender. 257 (b) WALK-THROUGH INSPECTION/RE-INSPECTION: On the day prior to Closing Date, or on Closing Date 258 prior to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-through 259 (and follow-up walk-through, if necessary) inspection of the Property solely to confirm that all items of 260 Personal Property are on the Property and to verify that Seller has maintained the Property as required by the 281 AS IS Maintenance Requirement and has met all other contractual obligations. 202 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS: If Buyer's 283 inspection of the Property identifies open or needed building permits, then Seller shall promptly deliver to 264 Buyer all plans, written documentation or other information in Seller's possession, knowledge, or control 285 relating to Improvements to the Property which are the subject of such open or needed Permits, and shall 236 promptly cooperate In good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to 287 resolve such Permit Issues. Seller's obligation to cooperate shall include Seller's execution of necessary 288 authorizations, consents, or other documents necessary for Buyer to conduct inspections and have estimates 289 of such repairs or work prepared, but In fulfilling such obligation, Seller shall not be required to expend, or 270 become obligated to expend, any money. Buyer's Initials Page 5 of 12 SelVors Initials FlockfoReattors/Flo IS-4x Rev.2116 O2015 Florida Raexore• and The Plaids Bar. All 6$65 rammed. 9M 01liao409145-7441151 EFTA00614792 VI (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 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 this Contract, Agent may, at Agent's option, continue to hold the subject matter of the escrow 282 until the parties agree to Rs 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, 286 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 268 escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. 289 My proceeding between Buyer and Seller wherein Agent Is made a party because of acting as Agent hereunder, 290 or in any proceeding whore Agent interpleeds 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. 295 14. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advises Buyer and Seller to verify Property 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 conceming 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 306 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 308 Information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or 300 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 falls, 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 Broker upon Buyer's Initial Page a of 12 Seller's Initials FloridaReali Etera8I9-4x Rev./116O2016 Flodde Restores end The Florida Bar. AS /has mewed. Sort** 0.14044001454451131 EFTA00614793 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 332 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 16. 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 ay settled as follows: 336 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to 330 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 340 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shalt be entitled to 350 recover from the non-prevailing party costs and fees, Including reasonable attorney's fees, incurred In conducting 35t the litigation. This Paragraph 17 shall survive Closing or termination of this Contract. 352 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") 353 18. STANDARDS: 364 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 shalt 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 /and 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) unpiatted 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 if) assumed =dirges and purchase money mortgages, if any (if 366 additional items, attach addendum); provided, that, none prevent use of Property for RESIDENTIAL PURPOSES. 341 If there exists at Closing any violation of items identified in (b) — (f) 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 (Ii) 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 Buyor less than 5 days prior to Closing Date, 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 falls to so notify 375 Seller, Buyer shall be deemed to have accepted title as it then is. If Seller 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 370 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 Buyers in Page 7 of 12 Seller's Initials FictIdaRoottonifflo aElar-ASIS4x Rev.2/1612 2015 Florida Realtors. one TN Florida Bar. AN NM, reserved. Soria* 041400%0141.7411111 EFTA00614794 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 385 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. see 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 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 396 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 398 access. 399 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(st). 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 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 Seiler 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 (I) to the absence of any financing 411 statement, claims of lien or potential lienors known to Seller and (If) 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 416 names of all such general contractors, subcontractors, suppliers and materialmen, further affirming that all 4113 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. 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 II (where the 022 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 diligent 427 effort, the non-performing party is unable in whole or in part to prevent or overcome. All time periods, Including 42s Closing Date, will be extended for the period that the Force Majeure prevents performance under this Contract, 429 provided, however, if such Force Majeure continues to prevent performance under this Contract more than 14 430 days beyond Closing Date, then either party may terminate this Contract by delivering written notice to the other 431 and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from ail further obligations under 432 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 438 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 I. CLOSING LOCATION; DOCUMENTS; AND PROCEDURE: Buyer's Initial Page 8 of 12 Sellers initials.__ _ Flork ear-ASIS-48 Rov.2/18 0201S Florida Realtors* end The Florida 8er. Al Opts recorrecl Sertat $3414444043434441161 EFTA00614795 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, if no title insurance, designated by Seller. Closing may be conducted by mail or electronic means. 442 (ii) 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 affidavit 444 (s), owner's possession and no lien affidavit(s), and assignment(s) of leases. Seller shall provide Buyer with paid 446 receipts for all work done on the Property pursuant to this Contract. Buyer shall furnish and pay for, as applicable 448 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 dosing 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 465 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 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 falls to make timely 460 demand for refund of the Deposit, Buyer shall take title as is, waiving all rights against Seller as to any intervening 481 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 483 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 COD), Interest, bonds, association fees, Insurance, rents 465 and other expenses of Property. Buyer shall have option of taking over existing policies of insurance, if 468 assumable, in which event premiums shall be prorated. Cash at Closing shall be increased or decreased as may 487 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 469 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 years 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 wit! 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 lit 474 of prior year, then taxes shall be prorated based upon prior year's millage and at an equitable assessment to be 475 agreed upon between the parties, failing which, request shall be made to the County Property Appraiser for an 478 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 years 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 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 486 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. If 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 Pagel) of12 Seller's Initials FlorldeRee aer•ASIS4x Rev.211.149 2015 Floilde Reattort and The Florida Bar. All eights reserved. UMW 001406000145.7441151 EFTA00614796 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 496 however, cooperating party shall Incur no liability or expense related to the Exchange, and Closing shall not be 496 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. sco Whenever the context permits, singular shall include plural and one gender shall include all. Notice and delivery sot 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 603 delivery or electronic (including "pdr) media. A facsimile or electronic (including "pdr) copy of this Contract and 504 any signatures hereon shall be considered for all purposes as en original. This Contract may be executed by use 606 of electronic signatures, as determined by Florida's Electronic Signature Act and other applicable laws. 508 P. INTEGRATION; MODIFICATION: This Contract contains the full end complete understanding and agreement 507 of Buyer and Seller with respect to the transaction contemplated by this Contract and no prior agreements or 608 representations shall be binding upon Buyer or Seller unless included in this Contract. No modification to or 609 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 a WAIVER: Failure of Buyer or Seller to insist on compliance with, or strict performance of, any provision of this 612 Contract, or to take advantage of any right under this Contract, shall not constitute a waiver of other provisions or 613 rights. 514 R. RIDERS; ADDENDA; TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Riders, addenda, and typewritten 616 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 617 received, Including Deposits, have become actually and finally collected and deposited In the account of 618 Escrow Agent or Closing Agent. Closing and disbursement of funds and delivery of closing documents 5/9 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 622 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 624 D. APPLICABLE LAW AND VENUE: This Contract shall be construed in accordance with the laws of the State 625 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. 627 V. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): If a seller of U.S. real property is a 628 "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 630 to the Internal Revenue Service (IRS) unless an exemption to the required withholding applies or the seller has 631 obtained a Withholding Certificate from the IRS authorizing a reduced amount of withholding. Due to the 632 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. 634 (I) No withholding is required under Section 1445 if the Seiler 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 Seiler, 636 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), es provided for in 636 26 CFR 1.1445-2(b). Otherwise, Buyer shall withhold the applicable percentage of the amount realized by Seller 639 on the transfer and timely remit said funds to the IRS. 640 00 If Seller has received a Withholding Certificate from the IRS which provides for reduced or eliminated 641 withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the reduced 642 sum, if any required, and timely remit said funds to the IRS. 643 (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 605 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 648 by the parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or sag remitted directly to the IRS if the Seller's application is rejected or upon terms set forth in the escrow agreement. 660 (Iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 661 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the Buyer's Initials Page 10 of 12 Sellers Initials FlorklaRealtoraiFfor Bar-ASIS-4x Ftev.2/18 ID 2015 Florida Realtors* and The Florida Oar. All this resolved. UMW 0111400-000t415.7411151 EFTA00614797 STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS") CONTINUED 652 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 653 disbursement In accordance with the final determination of the IRS, as applicable. 654 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 656 8288 and 8288-A, as filed. 558 W. RESERVED 557 X. BUYER WAIVER OF CLAIMS: To the extent permitted by law, Buyer waives any claims against Seller 558 and against any real estate licensee involved in the negotiation of this Contract for any damage or 659 defects pertaining to the physical condition of the Property that may exist at Closing of this Contract and sea be subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. 551 This provision does not relieve Seller's obligation to comply with Paragraph 10(j). This Standard X shall 582 survive Closing. 563 ADDENDA AND ADDITIONAL TERMS 664' 565 586' 557 868 669 870 671 672 673 574 676 678 577 678 679 580 681 652 683 19. ADDENDA: The following additional terms are Included in the attached addenda or riders and incorporated Into this Contract (Check If applicable): O A. Condominium Rider O K. RESERVED O T. Pre-Closing Occupancy O B. Homeowners' Assn. O L. RESERVED O U. Post-Closing Occupancy O C. Seller Financing O M. Defective Drywall O V. Sale of Buyer's Property O D. Mortgage Assumption E N. Coastal Construction Control Line O W. Back-up Contract O E. FHANA Financing O. Insulation Disclosure O X. Kick-out Clause O F. Appraisal Contingency N P. Lead Paint Disclosure (Pre-1978) O Y. Seller's Attorney Approval O G. Short Sale O O. Housing for Older Persons O Z. Buyer's Attorney Approval O H. Homeowners'/Flood In O R. Rezoning O AA. Licensee Property Interest O J. Interest-Bearing Acct. O S. Lease Purchase! Lease Option O BB. Binding Arbitration 20. ADDITIONAL. TERMS: COUNTER-OFFER/REJECTION 554° O Seller counters Buyer's offer (to accept the counter-offer, Buyer must sign or initial the counter-offered terms and 686 deliver a copy of the acceptance to Seller). 555. O Seller rejects Buyer's offer. 587 588 ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 589 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 Page 11 of 12 Sellers Initials F/orldaReal EteMSIS-41 Rev.2/16 O2015 Florida Rankine and The Florida Bar. NI rIghls reserved. Welt 0$14064001464441151 EFTA00614798 582 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 696 BE COMPL 596 5or Buyer: ao av eZ/2 Date: yold a att 598 •ta Chos14 I met tt 07- LEV 699. Buyer: Date: 600 dor Seller. Date: 602 603' Seller: Date: 604 605 Buyer's address for purposes of notice Seller's address for purposes of notice 6C6s ter 6013. 609 BROKER: Listing end 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 end Buyer direct Closing Agent 811 to disburse at Closing the full amount of the brokerage fees as specified In separate brokerage agreements with the 1312 parties and cooperative agreements between the Brokers, except to the extent Broker has retained such fees from the an 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' Kerry Warwick (2.5%) en Cooperating Sales Associate, If any Listing Sales Associate 61 7' eta Cooperating Broker, if any Listing Broker Douglas Elliman Buyer's Initials Page 12 of 12 Seller's Initials FlorldaReeho Bas-A919-4x Rev.2/16 0 2016 florid& Realtors* end The Ronda ear. As Soma reselved. UAW 06140/40014.544111151 EFTA00614799 Comprehensive Rider to the Residential Contract For Sale And Purchase THIS FORM HAS BEEN APPROVED BY THE FLORIDA REALTORS AND THE FLORIDA BAR 41A 1)infilrlaSE "CM. e STATE If initialed by all parties, the clauses below will be incorporated into the Florida Rea'tore/Florida For Sole And Purchase between 124 PARC MONCEAU LLC and It G. c.7445). .. i.r. ,- concerning the Property describedeiniviONCEAVTAL , 8480 Bar Residential Contract (SELLER) (BUYER) Buyer's Initials Seller's Initials P. LEAD-BASED PAINT DISCLOSURE (Pre-1978 Housing) Lead-Based Paint Warning Statement "Every purchaser of any interest In residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest In residential real property is required to provide the buyer with any Information on lead-based paint hazards from risk assessments or inspection In the seller's possession and notify the buyer of any known lead- based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase." Seller's Disclosure (INITIAL) (a) Presence of lead-based paint or lead-based paint hazards (CHECK ONE BELOW): K Known lead-based paint or lead-based paint hazards are meat In the housing. • Seller has no knowledge of lead-based paint or lead-based paint hazards in the housing. (b) Records and reports available to the Seller (CHECK ONE BELOW): K Seller has provided the Buyer with all available records and reports pertaining to lead-based paint or lead-based paint hazards in the housing. List documents: K Seller has no reports or records pertaining to lead-based paint or lead-based paint hazards in the housing. Buy knowiedgement (INITIAL) (c) Buyer has received copies of all information listed above. (d) Buyer has received the pamphlet Protect Your Family from Lead in Your Home. (e) Buyer has (CHECK ONE BELOW): K Received a 10-day opportunity (or other mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based paint or lead-based paint hazards; or U Waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint or lead-based paint hazards. Licensee's Acknowledgement (INITIAL) (I) Licensee has informed the Seller of the Seller's obligations under 42 U.S.C.4852(d) and is aware of Licensee's responsibility to ensure compliance. Certification of Accuracy The following parties have reviewed the information above and certi bettjsof their knowledge, that the information they have provided is true and accurate. SELLER Date =UYER 4-C a. , al 1C trvono, Date "r- Arnev SELLER Dale BUYER Date Listing Licensee Date Selling Licensee Date Any person or persons who knowingly violate the provisions of the Residential Lead-Based Paint Hazard Reduction Act of 1992 may be subject to civil and criminal penalties and potential triple damages in a private civil lawsuit. Page 1 of 1 P. LEAD-BASED PAINT DISCLOSURE CR-4 Rev. 0115 02015 Rothe Realtors' and The Florida Bar. All sights mewed. tionalt 6517444001154441231 EFTA00614800 ADDENDUM This is an Addendum to that certain "AS-IS" Residential Contract for Sale and Purchase (the "Contract") by and between 124 Parc Monceau, LLC, as "Seller", and Richard G. Chosid, as "Buyer", pertaining to the "Property" described as: 124 Parc Monceau, Palm Beach, Florida 33480 1. The provisions of this Addendum shall control over any conflicting provisions in the Contract. 2. Any changes in the Contract made by Buyer and not specifically initialed by Seller shall be deemed to be rejected by Seller and not binding. 3. The name of the Buyer is Richard G. Chosid, as Trustee, of the Florida land trust identified in the signature line of Buyer below. 4. Paragraph 1(d) of the Contract is hereby amended to exclude the following items currently located on the Property from the sale and purchase contemplated by the Contract and from the definition of Personal Property as defined in said paragraph: All draperies and window treatments. 5. Paragraph 2(a) of the Contract is hereby amended to provide that the $25,000.00 refundable deposit shall be held by Richard G. Chosid, Esq., and upon the satisfaction of preliminary conditions called for in the contract, the full deposit called for in 2.(a) and 2.(b) shall be deposited with the new succeeding Escrow Agent to Horizon Title Services, Inc. (Nan B. Bolz, Esq.), 5 Harvard Circle, Suite 100, West Palm Beach, Florida 33409, and Richard G. Chosid, Esq. shall be forthwith released from any obligation relative to said refundable deposit as otherwise provided for herein. 6. The first sentence of the second paragraph of paragraph 8 of the Contract, located at lines 98 though 100 thereof, is hereby amended to read as follows: "Buyer has made a mortgage loan application for the Financing prior to the Effective Date of this Agreement and shall use good faith and diligent effort to obtain a written loan commitment for the Financing ("Loan Commitment") by no later than the Loan Commitment Date and thereafter to close this Contract." 7. Buyer agrees that there is no Cooperating Broker or Cooperating Sales Associate acting in connection with the sale and purchase of the Property under this Contract and the only Broker which shall be entitled to a commission or any other remuneration for serving as a broker, finder or in any other similar capacity In connection with the sale and purchase of the Property under this Contract shall be 1 EFTA00614801 the Listing Broker, Douglas Elliman (Kerry Warwick Listing Sales Associate), the commission of which is limited to 2.5%, and Buyer shall indemnify Seller and hold Seller harmless from and against any and all claims, demands, and liability for any commission or other remuneration to any person, other than the Listing Broker, claiming to have served, as a broker, finder or in any similar capacity for Buyer in connection with such sale and purchase. IN WITNESS WHEREOF, Buyer and Seller have executed this Addendum to the Contract on the date set forth opposite each of their respective signatures below. SELLER: Dated: March 9, 2016 BUYER: Dated: March LC 2016 124 PARC MONCEAU, LLC Richard G. Chosid, as Trustee of a Florida limited liability company Rered4 Z4- nun — iWnsitrc fifewe u By: Darren K. Indyke, Manager Richa d G. Chosid, Trustee EFTA00614802 LAND TRUST AGREEMENT THIS TRUST AGREEMENT dated this 11 day of March, 2016 and known as Florida Land Trust No. 124 Parc Monceau, by and between Richard G. Chosid, as Trustee, and the following beneficiary in the percentages set opposite their names: Kenneth E. Brown 100% 1. TRUST. The Trustee is about to take title to real estate under the provisions of Section §689.071, Florida Statutes, with full power and authority, to protect, conserve, sell, lease, encumber or otherwise manage and dispose of said property, and agrees to hold title and the proceeds, profits, and avails thereof, if any, which may come into its possession, in Trust for the uses and purposes and under the terms herein set forth. 2. LAND. The Trustee will take title to the following land or security interest in land located Florida: LEGAL DESCRIPTION: Parc Monceau Lot 6, Palm Beach County. Florida Tax ID No. 50-43-44-11-02-000-0060 3. BENEFICIARY'S INTEREST. The interests of the beneficiary hereunder and of any person who becomes entitled to any interest under this Trust shall consist solely of a power of direction to deal with the title to said property and to manage and control said property as hereinafter provided and the right to receive the proceeds from rentals, mortgages, sales or other dispositions shall be deemed to be personal property and may be treated, assigned and transferred as such. No beneficiary now has, or shall hereafter at any time have, any right, title or interest in or to any portion of said real estate as such, either legal or equitable, but only an interest in the earnings, avails and proceeds as aforesaid; it being the intention of this instrument to vest the full legal and equitable title to said premises in the Trustee. 4. DEATH OF BENEFICIARY. Except as herein otherwise specifically provided, the right and interest of any beneficiary hereunder shall pass at death to his Personal Representative and not to his heirs at law. The death of any beneficiary hereunder shall not terminate the Trust or in any manner affect the powers of the Trustee hereunder. 5. OWNERSHIP. Upon request each beneficiary hereunder shall be issued a Trust Participation Certificate in a form approved by the Trustee, which shall indicate the beneficiary's percentage interest in the Trust and the land held by the Trustee. 6. ASSIGNMENT. If Trust Participation Certificates have been issued, no assignment of any beneficial interest hereunder shall be binding on the Trustee until the Trust Participation Certificate representing the assigned shares is surrendered to the Trustee with the assignment noted thereon and a new Certificate or Certificates are issued by the Trustee. If no Trust Participation Certificates have been issued, assignment shall be by an assignment form approved by the Trustee and shall not be binding until signed by the Trustee. EFTA00614803 7. LOST CERTIFICATES. In the event a beneficiary Trust Participation Certificate is lost, stolen or destroyed, the Trustee shall cancel it on the records of the Trust and issue a new Certificate after receiving an affidavit as to the circumstances of the loss. 8. PURCHASERS. It shall not be the duty of the purchaser of the trust property or any part thereof to see to the application of the purchase money paid therefor; nor shall anyone who may deal with the Trustee be privileged or required to inquire into the necessity or expediency of any act of the Trustee, or as to the provisions of this instrument. 9. DUTY OF TRUSTEE. While the Trustee is sole title holder of the real estate held by him hereunder so far as the public is concerned and has full power to deal with it, it is understood and agreed by the persons in interest hereunder, and by any persons who may hereafter become interested, that the Trustee will deal with it only when authorized to do so in writing and that he will, on the written direction of all of the beneficiary hereunder at the time, make contracts or deeds for the sale of or otherwise deal with the said real estate or any part hereof. Unless so directed by the beneficiary, the trustee has no power to control or influence the real property or any use of it. 10. TERMINATION BY TRUSTEE. If the trust property or any part thereof remains in the trust twenty (20) years from this date, the Trustee shall, unless otherwise agreed by all parties in writing, convey and deliver the same to the beneficiary in accordance with their respective interests. II. LIMITATION ON BENEFICIARY. No beneficiary hereunder shall have any authority to contract for or in the name of the Trustee, or use the name of the Trustee in any advertising or other publicity or to bind the Trustee personally. 12. LIMITATION OF TRUSTEE'S LIABILITY. The liability of the Trustee hereunder shall be limited to the assets of the Trust. All obligations incurred by the Trustee hereunder shall be the obligations of the Trust only and not the individual Trustee. The Trustee shall not be required to enter into any personal obligation or liability in dealing with the Trust property nor to expend any personal sums to defend or protect the Trust property. 13. NOTIFICATION OF CLAIMS. In the event the Trustee shall receive notice of claims or actions against the Trust, he shall notify the beneficiary at their last known addresses. 14. TRUSTEE'S COMPENSATION. The Trustee shall receive for his services in accepting this Trust and title hereunder a flat fee in an amount equal to $1,500.00. The fee shall be evidenced with a Mortgage and Note and payments shall begin upon Florida Statutes §48.23(1)(d) acting as a bar to the enforcement of any unrecorded liens in the real property. Evidence of the triggering of this statue shall be in the form of an opinion letter from counsel. Trustee shall also be responsible for obtaining a Final Judgment Quieting Title to the Real Property that is the subject matter of this Trust Agreement against the claims of any current claimants to title or other interest in said properties, including any liens thereon. EFTA00614804 The Trustee shall have a lien on the property of the Trust therefor. 15. LIMITATIONS ON AGREEMENTS. This Agreement shall not be deemed to be, create, or evidence the existence of a corporation de facto or de jure, or a Massachusetts Trust, or any other type of business trust, or an association in the nature of a corporation or a general or limited partnership, or a joint venture by or between the Trustees and the beneficiary. 16. TAXES. Nothing herein contained shall be construed as imposing any obligation on the Trustee to file any income, profit or other tax reports or schedules, it being expressly understood that the beneficiary hereunder from time to time will individually make all such reports and pay any and all taxes growing out of their interest under this Trust Agreement. 17. REPLACEMENT OF TRUSTEE. The Trustee may be replaced in any of the following manners: a. Resignation. The Trustee may resign at any time by mailing a notice of his intention to do so to each of the beneficiary at each's last known address. In the event of such resignation the beneficiary may appoint a successor trustee, by lodging an instrument with the Trustee signed by all the beneficiary and accepted by the Successor Trustee. If no Successor Trustee is appointed within thirty (30) days, the Trustee may convey the Trust property to the beneficiary according to their interests and this Trust shall terminate. If, in the opinion of the Trustee, the Trustee may be subjected to embarrassment, litigation, insecurity, liability or hazard, the Trustee may at any time and without notice resign as to all or part of the trust property and convey such trust property directly to the beneficiary. b. Replacement. The beneficiary may at any time replace the Trustee by lodging with him an instrument naming a Successor Trustee, signed by all beneficiaries and accepted by the Successor Trustee. Upon receipt of said instrument and if there shall be no fees due and owing to him, the Trustee shall quit claim the property to the Successor Trustee. Any successor trustee under this Trust shall have all of the powers, properties and duties of the original Trustee. Any replacement of the Trustee shall not affect his first lien on the Trust property, for his costs, expenses, attorney's fees and reasonable compensation. 18. RECORDING. This Trust shall not be recorded except as herein provided or required by law. 19. DISCLOSURE. The Trustee shall not release information regarding this Trust except as required by law. In making a disclosure required by law, the Trustee shall supply beneficiary with copies of any reports filed and shall be subject to no liability for the EFTA00614805 filing of such reports. The Trustee shall not be liable for inadvertent disclosure of the identity of any beneficiary. 20. FLORIDA RICO ACT. Notwithstanding any provision of this Trust to the contrary, the Trustee shall have no obligation to convey title to real property held by the Trustee pursuant to this Agreement until it has performed or caused to be performed, at the expense of the beneficiary of this Trust Agreement, a search of the official records of all counties in which such real property is located. If such search discloses that no RICO lien notices have been filed against any person for whom the Trustee holds legal or record title to real property pursuant to this Trust Agreement, then the Trustee may convey its legal or record title to such real property in accordance with the written instructions of the beneficiary. If such search discloses that one or more RICO lien notices have been filed against any person for whom the Trustee holds legal or record title to real property pursuant to this Trust Agreement then the Trustee shall not convey its legal or record title to such real property unless: a. All such RICO lien notices have been released or terminated or such real property has been released from all such RICO lien notices, or b. Such persons named in the RICO lien notice agree in writing that the total amount of all proceeds that would otherwise be received directly by such person as a result of the conveyance, will be paid directly to the Trustee, and that the Trustee shall have the right to hold such proceeds, together with the total amount of all such proceeds that would otherwise be paid or distributed to such person or at the direction of such person or his designee, until such time as the provisions of subsection A above have been satisfied, and also agrees, in writing, that at the request of the Department of Legal Affairs of the State of Florida, or the office of any state attorney of the State of Florida, the Trustee, without any liability to the person named in the RICO lien notice, may pay the total amount of such proceeds held by the Trustee pursuant to the provisions of this subsection B to the Department of Legal Affairs of the State of Florida or the office of any state attorney of the State of Florida 21. PARTITION. The remedy of partition shall not be available to the beneficiary of this Land Trust. 22. PARTIES BOUND. This Agreement shall extend to and be obligatory upon the heirs, administration and assigns of the respective parties. 23. GENDER. Any references to he or him in this Agreement shall apply to parties of either gender. 24. PARAGRAPH'TITLES. The titles of paragraphs are for convenience only and shall in no way be used for the purpose of construing the meaning of this Agreement. 25. GOVERNING LAW. This Agreement shall be construed under the laws of the State of Florida. 26. ADDRESSES. The addresses of the parties as of the date of this Agreement for the purpose of notices are: Trustee: 5550 Glades Road, Suite 200, Boca Raton, FL 33431 EFTA00614806 Richard G. Chosid, Trustee Beneficiary: 5550 Glades Road, Suite 200, Boca Raton, FL 33431 27. This document may be signed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be considered one instrument IN TESTIMONY WHEREOF, said Trustee accepted the duties of Trustee the day and year first above written and on said day the said beneficiary has signed this Declaration of Trust and said Trust Agreement in order to signify his assent to the terms hereof. Print: [SIGNATURE PAGE FOLLOWS] Bene ' • rm : Kenne . town Print: Pt I At AA 1J STATE OF FLORIDA COUNTY OF PALM BEACH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state and county aforesaid to take acknowledgments personally appeared Kenneth E. Brown -who is (are) personally known to me or who produced government issued identification and who executed the foregoing instrument and acknowledged before me that he executed same. WITNESS my hand and official seal this 111h day of March, 2016. Notary Public Print Name c....Kpri.‘att- My commission expires: bilhardiadlltaaaaart 4 ,, CYNTHIA R. ANDRADE 4 0 0 Nolsry Public • Slats of Florida 0 Commission • FF 937719 t o I My Comm. Exploit Nov 19, 2019 UMW tnroopt NationalNavy AIM 0 dreirmillIWII IIIIMIll EFTA00614807