EFTA01073654.pdf

"AS IS" Residential Contract For Sale And Purchas DOI THIS FORM HAS BEEN APPROVEDBY THE FLORIDA REALTORS AND THE FLORIDAeBAR IghtSEIlltithit RFAL ESTATF 1' PARTIES: 124 Parc Monceau LLC and cB eyere;): ("Seller"), Su 2' Mario J. Indrviglio, or nominee a 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: r (a) Street address, city, zip: 124 Parc Monceau, Palm Beach, Florida 33480 ir (b) Property is located in: Palm Beach County, Florida. Real Property Tax ID No.: 50-43-44-11-02-000-0060 ir (c) Real Property: The legal description isParc Monceau LT 6 10 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. is (d) Personal Property: Unless excluded in Paragraph 1(e) or by other terms of this Contract, the following items 16 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 19 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 26 PURCHASE PRICE AND CLOSING 26' 2. PURCHASE PRICE (U.S. currency). $ 5,700,000.00 27' (a) Initial deposit to be held in escrow in the amount of (checks subject to COLLECTION) .$ 25,000.00 28 The initial deposit made payable and delivered Escrow Agent" named below 29' (CHECK ONE): (I) 0 accompanies offer or (IIM. is to be made within (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 33' Address* 5550 Glades road. Suite 200, Boca Raton, FL 33431 34' Phone:alLE-mail: I Fax: 35' (b) Additional deposit to be delivr0 to/Escrow Agent within (if left blank, then 10 days after Effective Date ..a.t..1C.I.Cf„Ii.L.O.A.-hiLpiciloc:tc:5411i.IC..C.C.Yil ' 5.4%5,OOO.OO 37 (All deposits paid or agreed to be paid, are collectively reterreitio as the "Deposit") 3E0 (c) Financing: Express as a dollar amount or percentage ('Loan Amount") see Paragraph 8 3,990,000 39* (d) Otter. 40 $ (e) Balance to close (not including Buyer's closing costs, prepalds and prorations) by wire 41' transfer or other COLLECTED funds $ 1,140,000.00 42 NOTE: For the definition of "COLLECTION" or "COLLECTED" see STANDARD S. 43 3. TIME FOR ACCEPTANCE OF OFFER AND COUNTER-OFFERS; EFFECTIVE DATE: 44 (a) If not signed4y Buyer and Seller, and an executed copy delivered to all parties on or before 4516 February , 2016 this offer shall be deemed withdrawn and the Deposit, if any, shall be returned se 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 closing of this transaction shall occur 51 and the closing documents required to be furnished by each party pursuant to this Contract shall or before April 28. 2016 be delivered sr ("Closing") on ("Closing Date"), at the time established by the Cloning Agent. Buyer's Iniaaltt Page 1 cl 12 Sebes Initials FIcsidaReallors/FlorideBanASI Ftev.2/16 O 2015 Florida Realtors* and The Florida Bat. Al rialto resented. Sins: aelaissooimellanos EFTA01073654  53 6. 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"), 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: (I) $9 disruption of utilities or other services essential for Closing or (i) Hazard, Wind, Flood or Homeowners' 83 insurance, to become unavailable prior to Closing, Closing shall be extended a reasonable time up to 3 days 8' after restoration of utilities and other services essential to Closing and availability of applicable Hazard, Wind, 62 Flood or Homeowners' insurance. If restoration of such utilities or services and availability of insurance has 83' not occurred within (if left blank, then 14) days after 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 as releasing Buyer and Seller from all further obligations under this Contract. 86 6. OCCUPANCY AND POSSESSION: 67 (a) Unless the box in Paragraph 6(b) is checked, Seller shall, at Closing, deliver occupancy and possession of 65 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) El CHECK IF PROPERTY IS SUBJECT TO LEASE(S) OR OCCUPANC Y 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 70 facts and terms thereof shall be disclosed in writing by Seller to Buyer and copies of the written lease(s) shall n be delivered to Buyer, all within 5 days after Effective Date. If Buyer determines, in Buyer's sole discretion, ra 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, 80 and Buyer shall be refunded the Deposit thereby releasing Buyer and Seller from all further obligations under el 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. or 7. ASSIGNABI TY: (CHECK ONE): Buyer O may assign and thereby be released from an further liability under 64' this Contract; may assign but not be released from liability under this Contract; or 0 may not assign this as Contract. 86 FINANCING 87 8. FINANCING: 68' O (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 90 acknowledges that any teens and conditions imposed by Buyer's lender(s) or by CFPB Requirements shall not 01 act or extend the Buyer's obligation to close or otherwise affect any terms or conditions cLt* -Contract. 92' ,X1 (b) This Contract is contingent upon Buyer obtaining a written loan commitment for OE conventional O FHA erneQ or en VA orO other (describe) loan on the following terms within 4-3c-' (if left blank, then 45) 94' days after Effective Date ("Loan Commitment Date") for (CHECK ONE):(11.-forec - TTETadjustable, O fixed or 95' adjustable rate loan in the Loan Amount (See Paragraph 2(c)), at an initial interest rate not to exceed % 96' (if left blank, then prevailing rate based upon Buyers 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 99 Effective Date and use good faith and diligent effort to obtain a written loan commitment for the Financing Ix) Commitment") and thereafter to close this Contract. Buyer shall keep Seller and Broker fully informed about ('Loan the lot 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. 103 164 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 InIttals Page 2 of 12 Sellers Initials R0ddaReallonVFIridaBar•A$15-4 Rev.V16 O2015 Feed. Rellibes• rd The Fluke Bar M nets mewed. Screw 0411014O0146436247o7 EFTA01073655  107 (i.) Buyers 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 (ii.) 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). ill 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) Sellers 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 Buyers lender is insufficient to meet terms 119 of the Loan Commitment; or (4) the loan is not funded due to financial failure of Buyers 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. in 0 (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 126 9. CLOSING COSTS; TITLE INSURANCE; SURVEY; HOME WARRANTY; SPECIAL ASSESSMENTS: 126 (a) COSTS TO BE PAID BY SELLER: 127 • Documentary stamp taxes and surtax on deed, If any • HOA/Condominium Association estoppel fees 126 • Owners Policy and Charges (if Paragraph 9(c) (i) is checked) • Recording and other fees needed to cure title 129 • Title search charges (if Paragraph 9(c) (ii) is chedced) • Seller's attorneys' fees 130' • Municipal lien search (if Paragraph 9(c) (i) or (iii) 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. 136 (b) COSTS TO BE PAID BY BUYER: 136 • Taxes and recording fees on notes and mortgages • Loan expenses 137 • Recording fees 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 attomeys' fees 140 • Lenders title policy and endorsements • All property related Insurance 141 • HOA/Condominium Association application/transfer fees • Owner's Policy Premium (if Paragraph 142 • Municipal lien search (if Paragraph 9(c) (ii) is thecked) 9 (c) (iii) is checked.) 143' • Other. 144' (c) TITLE EVIDENCE AND INSURANCE: At least (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 140 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. If Seller has an owners 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, 'Owners Policy and Charges') shall be paid, as 151 set forth 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 N(C ECK ONE): 155' fre? sna nd_Chargesi Ise mium for Buyer's lenders policy and lass-- —lo ar ne— to iY= ey. 1"/Pl d 157 endorsements an amounts shall be paid by Buyer to Closing Agent or such other 156 may salary; o r 159' (ii) Buyer shall designateClosing Agent and pay for Owner's Policy and Charges and charges for closing 160 services related to Buyer's lenders policy, endorsements and loan closing; or 101. D (110 (MIAMI-DADEIBROWARD REGIONAL PROVISION]: Seller shall fumish a copy of a prior owner's 162 policy of title insurance or other evidence of title and pay fees for: (A) a continuation or update of such title I3uyers Initials Page 3 of 12 Sellers Initials FIxIclaRosItonVFlohlaBer 5-4 Rev.2/1688 VO 16 No6418 Realtxs• and The Florida Bar All dents reserved. sfl% 06110i-100i4541424707 EFTA01073656  183 evidence, which is acceptable to Buyer's title insurance underwriter for reissue of coverage; (B) 1st tax search; and (C) municipal lien search. Buyer shall obtain and pay for post-Closing continuation and premium for 165 Buyer's owners policy, and if applicable, Buyers lenders 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 167 performed by Closing Agent. 185 (d) SURVEY: On or before Title Evidence Deadline, Buyer may, at Buyers expense, have the Real Property 169 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 Closin gent within 5 days after Effective Date. 171' 172• (e) HOME WARRANTY: At Closing, ❑ Buyer ❑ Seller N/A shall pay for a home warranty plan Issued by at cost not to exceed $ . A home fro 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 176 (*public bode does not include a Condominium or Homeowners Association) that are certified, confirmed and 177 ratified before Closing; and (i) the amount of the public body's most recent estimate or assessment for an 176 improvement which is substantially complete as of Effective Date, but that has not resulted in a lien being in imposed on the Property before Closing. Buyer shall pay aN other assessments. If special assessments may tea 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• ❑ (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 lee 10. DISCLOSURES: 159 (a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it is accumulated in a iso building in 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. 103 (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. 106 (c) MOLD: Mold is naturally occurring and may cause health risks or damage to property. If Buyer concerned is 197 or desires additional information regarding mold, Buyer should contact an appropriate professional. lee (d) FLOOD ZONE; ELEVATION CERTIFICATION: Buyer is advised to verify by elevation certificate 'so which flood 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 Ace designated area or otherwise protected area identified by the U.S. Fish 70, 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, 22e. 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 216 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 Init Page 4 of 12 Seiler's Initials FlotidaRealtonfilorkl•Bar-ASIS4x Rev.2/14 0 2015 Florida Realtors• ant: The Fiona Elea Ad /chit reserved. 561W 010i01400145-4624707 EFTA01073657  210 (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 223 HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT 224 THE COUNTY PROPERTY APPRAISERS OFFICE FOR INFORMATION. 226 (i) FIRPTA TAX WITHHOLDING: Seller shall inform Buyer in writing if Seller is a "foreign person" as defined by 228 the Foreign Investment in Real Property Tax Act ("FIRPTA"). Buyer and Seller shall comply with FIRPTA, 227 which may require Seller to provide additional cash at Closing. If Seller 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 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. 232 0) 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 238 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 230 11. PROPERTY MAINTENANCE: Except for ordinary wear and tear and Casualty Loss, Seller shall maintain the zso Property, including, but not limited to, lawn, shrubbery, and pool, in 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 (if left blank, then 15 244 days after Effective Date ("Inspection Period") within which to have such inspections of the Property 245 perfonned 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 260 responsible for prompt payment for such inspections, for repair of damage to, and restoration be of, the 251 Property resulting from such Inspections, and shallprovide 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 254 and any violation of governmental, building, environmental, and safety codes, restrictions , or 255 requirements, but subject to Seller's continuing AS IS Maintenance Requirement, and Buyer shall be 7Ca responsible for any and cif 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 266 prior to time of Closing, as specified by Buyer, Buyer or Buyer's representative may perform a walk-throug h 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 261 AS IS Maintenance Requirement and has met all other contractual obligations. 262 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OU T OF BUILDING PERMITS: if Buyer's 203 inspection of the Property identifies open or needed building permits, then Seller shall promptly deliver to 254 Buyer all plans, written documentation or other information in Seller's possession, knowledge, or control 265 relating to improvements to the Property which are the subject of such open or needed Permits, and shall 256 promptly cooperate in good faith with Buyer's efforts to obtain estimates of repairs or other work necessary to 267 resolve such Permit issues. Seller's obligation to cooperate shall include Sellers execution of necessary ace authorizations, consents, or other documents necessary for Buyer to conduct inspections and have estimates 269 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 Page 5 of 12 Seller's Initials FlexidaRee/tem/FlorklaganASIS-4x Rev.2/16 0 2015 Florida Realene end The Ftohee Bat Al trio Set Sore 08110.0001464624707 EFTA01073658  271 (d) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES: At Buyers 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 276 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 270 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyers 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 its disbursement or until a final judgment of a court of competent jurisdiction 283 shall 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 288 escrow disputes through mediation, 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 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 wilful 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, no square footage, and ell 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 (individualy, 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 attorneys fees 308 at all levels, suffered or incurred by Broker and Brokers 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: () 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) Brokers 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: 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 Broker upon Buyers InItia Page 6 of 12 Selers Initials FlorklaRealters/Flo aBar-ASIS-4x Rev.2/113 0 2015 Florida Realtors* and The Flockla Bar AI noel reserves. Seen 0t1101400145-4524707 EFTA01073659 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 320 pay to Cooperating Broker. 329 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Sellers title marketable after no reasonable diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, 531 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 Paragr