TAX CERTIFICATE SALE/PURCHASE AGREEMENT

Transcription

1 TAX CERTIFICATE SALE/PURCHASE AGREEMENT THIS TAX CERTIFICATE SALE/PURCHASE AGREEMENT (herein this Agreement ) is offered as of November 9, 2015 (the Effective Date ) by and between the Franklin County Treasurer (the Treasurer ) to the registered bidder ( purchaser or buyer ) and is negotiated in accordance with Ohio Revised Code Section WHEREAS, the Treasurer desires to assign, transfer, sell and convey to the Purchaser and the Purchaser desires to acquire by assignment, transfer, sale and conveyance rights with respect to the tax lien interest, through the sale of certificates ( Tax Certificates ), all subject to the terms and conditions set forth in this Agreement and pursuant to Ohio Revised Code Sections to NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the sufficiency of which is hereby expressly acknowledged by the parties, and intending to be legally bound, the Treasurer and the Purchaser covenant and agree as follows: SECTION I: DEFINITIONS: In addition to the terminology as defined in Ohio Revised Code Section Tax Certificate Definitions, the following definitions apply to this agreement. Adjustments means amounts, as determined by the Treasurer, as necessary to reconcile or correct errors with respect to the sold tax certificates, including payments and interest. Agreement means this Tax Certificate Sale/Purchase Agreement, as amended or supplemented in accordance with the provisions hereof. Certificate Period means the period of time after the sale of a tax certificate within which purchaser must initiate an action to foreclose the tax lien represented by the certificate as specified by this agreement, unless extended pursuant to ORC (A)(2) Certificate Redemption Price means the same for this negotiated agreement as in Ohio Revised Code Section (E) Closing Date means the date final payment is made to Franklin County Treasurer of the final purchase price and community commitment, not later than the fifth business after the Effective Date. Community Commitment means a lump sum paid by purchaser as a premium to the portfolio purchase price in accordance with the provisions of this Agreement Notice of Intent to Foreclose or NOI means the notice of intent to foreclose filed pursuant to Chapter of the Ohio Revised Code. 1

2 Plans. Payment Plan mean collectively, Redemption Payment Plans and Purchaser Payment Purchase Price means the sum of all certificate purchase prices included in the tax lien portfolio Purchaser means the registered entity purchasing the tax lien portfolio or their assigned agent, as provided to Treasurer. Purchaser Payment Plan means a plan to pay in installments real estate taxes, interest, costs, penalties and other charges due and payable with respect to a parcel of real property in the County entered into between the Purchaser and any interested party entitled to redeem pursuant to Ohio Revised Code Section (C)(2) Schedule A means the list of all Tax Certificates to be offered by the County for sale. Schedule B means the Tax Certificates on the Tax Lien Portfolio as of the date the final purchase price is received by Treasurer; Schedule B shall be finalized within two business days after receipt of the final purchase price. Sheriff means the Sheriff of the Franklin County, in the State of Ohio. State means the State of Ohio. Subsequent Liens means the Tax Certificates available for purchase pursuant to Ohio Revised Code Section Taxpayer means the property owner or any interest party entitled to redeem Tax Lien Portfolio means those Tax Certificates both eligible and selected for the sale. Treasurer means the Franklin County Treasurer or the Office of the Franklin County Treasurer. Treasurer's Administrative Fee means with respect to each Tax Certificate, the fee authorized by and described in Ohio Revised Code Section (J). SECTION II: BIDDER ELIGIBILITY: Any Bidder that intends to purchase the tax lien portfolio must: 2.1 File with the Franklin County Treasurer, a completed Bidder Registration form along with a refundable registration fee of $500, at a minimum of five business days prior to the sale. 2

3 2.2 Letter from financial institution verifying the bidder has sufficient funds to pay the purchase price of the tax lien portfolio and written authorization providing permission for Treasurer to verify this information with the bidder s financial institution. 2.3 Submit a current W-9 form with current EIN 2.4 Deposit ten percent (10%) of the purchase price, by the end of the business day of the Effective Date. 2.5 The successful bidder shall deliver the balance of the portfolio purchase price to the Franklin County Treasurer s Office no later than 1:00 pm EST on the fifth business day after sale of the Tax Lien Portfolio. Portfolio Purchase price is subject to change due to Adjustments between Effective Date and Closing Date. 2.6 A bidder or Purchaser may designate an agent to act on their behalf. The agent shall adhere to the terms of this Agreement. Treasurer shall receive notification of any change in an agent that is working on behalf of Purchaser or bidder. 2.7 Treasurer has the sole discretion to refuse eligibility to any purchaser, if in the sole discretion of the Treasurer, the Purchaser is either deemed too risky an investment partner or if purchaser is conducting business, in this or other jurisdictions, in a fashion that would not inspire reasonable public confidence. 2.8 For determination of accepting a bid Treasurer reserves the right to review the perceived reputability of the bidder through consideration of prior lien portfolio purchases, pending litigation, petitions for bankruptcy filed, and any other criteria that Treasurer determines to be relevant to bidder s ability maintain performance outlined in this agreement. In this assessment, the Treasurer may consider conduct in this and other jurisdictions. SECTION III: SALE SPECIFICATIONS: 3.1 The Certificate Period offered shall be four years 3.2 All tax certificates are being offered at the full value of taxes owed plus Treasurer's Administrative Fee 3.3 The Certificate Rate of Interest for the certificates sold as part of this Tax Lien Portfolio shall be 12% per year, calculated pursuant to Ohio Revised Code Section Subsequent Liens will be sold at the statutory 18% Certificate Rate of Interest 3.4 Executed Agreement and all tax certificate liens will be recorded with the County Recorder. Upon redemption or cancellation of such tax liens, Treasurer may request written confirmation from purchaser and then file the release of the tax certificate lien with the Recorder s Office. 3

4 3.5 The 2015 Treasurer's Administrative Fee will be $300.00, per certificate. 3.6 The office of the Franklin County Treasurer acts as administrator of the tax certificates and maintains records in the tax certificate register in the same manner as tax lien portfolios sold pursuant to ORC Community Commitment is paid in addition to Purchase Price of all certificates SECTION IV: NOTIFICATIONS: 4.1 Treasurer Notifications. Treasurer agrees to send, at minimum the following notifications: 4.1a A regular mail notice at least 45 days before Effective Date, sent to each certificate parcel included in the Tax Lien Portfolio as of the date of the mailing 4.1b Certified mail notice and Advertisement in a newspaper of general circulation pursuant to Ohio Revised Code Section c A certified mail notice pursuant to Ohio Revised Code Section (I) 4.1d After the sale of a Subsequent Lien a certified mail notice pursuant to Ohio Revised Code Section (I), unless at the time of the mailing the Certificate has already been redeemed or otherwise voided. 4.2 Purchaser Notifications. Purchaser agrees to provide Treasurer review of and seek consent for all notices mailed to or delivered to Taxpayer or the subject property. Such consent shall not be unreasonably withheld. SECTION V: COMMUNITY COMMITMENT: 5.1 In addition to the purchase price of the tax lien portfolio, the bidder shall specify a community commitment amount, to be paid as a lump sum, at the time the final purchase price is required by Agreement. The bid is a sealed bid to be pledged at the time of the bid due date, as specified by Treasurer. 5.2 Winning bidder will be determined by the greatest community commitment amount offered. 5.3 The written acceptance of the contract and offered community commitment will be due on the Closing Date, at a time prescribed by Treasurer 5.4 Community commitment will be held by the Treasurer and accounted for in an agency fund for each portfolio sold. 4

5 5.5 The Treasurer may invest any amount held for the Community Commitment, and apply the investment earnings thereon, as additional funds to be used under the same terms as the Community Commitment. 5.6 The investment earnings shall be apportioned among purchasers in such a manner that the amount is commensurate with the amount of the balance of the Community Commitment, the length of time the balance is held, and less any expenses incurred by Treasurer. 5.7 Purchaser may request reimbursement of up to $10,000 per property, acquired through forfeiture and that is titled in purchaser s name, the name of purchaser s subsidiary, or assignee, for qualifying demolition or rehabilitation costs that reasonably improve the property or provide an added value or inherent benefit to the surrounding community. Total reimbursements may be provided to not exceed original community commitment offered plus any interest earnings. Treasurer may also consider reasonable requests for reimbursement of expenses related to remediation of violations of local housing and building codes that were incurred prior to Purchaser taking title to the property. Treasurer may also consider reimbursement for agreed disposal of property through the City Land Bank or County Land Reutilization Corporation provided that this disposal is completed in a prompt manner. 5.8 Treasurer shall reimburse purchaser promptly after sufficient information is provided that documents Purchaser has made qualifying improvements to the property or demolition was completed, where demolition is deemed necessary. 5.9 Franklin County Treasurer may deny or refund only in part requests for reimbursement where sufficient evidence is not provided or demolition or property improvement is nonqualifying and shall provide written notice to purchaser of this determination If any amount of the community commitment or interest earned thereon is remaining and not awaiting refund five years after the sale of the tax lien portfolio, the remaining balance will be forfeited to the County Land Reutilization Corporation in Franklin County to be allocated for rehabilitation of property and/or demolition expenses 5.11 In the event that two bidders bid or offer the same amount for community commitment, the tie-breaking bidders will have an additional opportunity to pledge another community commitment bid amount higher than the original pledge by a date and time specified by Treasurer. Tie-breaking bids will also be sealed bids and treated similar to the original bid process. The tie-breaking bid process may continue until the highest amount is reached that is not duplicated by two bidders The Community Commitment is transferable pursuant to Certificates transferred pursuant to Ohio Revised Code Section and this Agreement The Community Commitment pledged as part of the bidding process will be considered proprietary information until after the sale is finalized at which time will become a matter of public record 5

6 SECTION VI: PURCHASE AND SALE OF LIENS; TERM OF AGREEMENT: 6.1 Agreement to Purchase Tax Liens. Subject to the terms and conditions of this Agreement and pursuant to Ohio Revised Code Sections to , the Treasurer hereby agrees to sell tax certificates contained in Schedule B, such sale to be evidenced by the issuance of Tax Certificates. 6.2 Purchase Price. In consideration for the transfer and sale of the Tax Lien Portfolio by the Treasurer to the Purchaser, the Purchaser shall pay the balance of the Purchase Price to the Treasurer, no later than 1:00 p.m. eastern time on the fifth day following the Effective Date. Community Commitment to be included with balance of Purchase Price 6.3 Purchase of Subsequent Liens. The sale of subsequent liens shall be made pursuant to Ohio Revised Code Section The sale of a subsequent lien is for the total amount of taxes due and payable at the time of the sale. The date for the sale of subsequent liens shall be approximately 30 days after settlement of the second half tax collection and shall be prescribed by Treasurer. Treasurer shall provide notice to Purchaser of the date for the sale of subsequent liens 30 days in advance. The Treasurer s Administrative Fee for the purchase of subsequent liens shall be $ per certificate that Purchaser elects to purchase. 6.3a A subsequent lien shall not be sold for parcels where there are zero taxes due and payable on the tax duplicate, all outstanding certificates have redeemed prior to the sale date, where the certificate parcel is property of a bankruptcy estate, or where the Treasurer s office is awaiting distribution of sale proceeds from a Judicial Sale of the property. 6.4 Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall terminate on the later of the date on which all of the Tax Certificates acquired by Purchaser pursuant to this Agreement are redeemed, voided by Treasurer, voided due to forfeiture, or expired. SECTION VII: PAYMENT PLANS 7.1 Redemption Payment Plan. Treasurer may enter into a Redemption Payment plan pursuant to Ohio Revised Code Section (C) Purchaser Payment Plans Purchaser shall permit the Taxpayer or other interested party to enter into a Redemption Payment Plan for the redemption of the Tax Certificate with a duration of at least one (1) year at any time after the first year following the purchase of the Tax Certificate and prior to the entry of a Decree of Foreclosure with respect to the Certificate Parcel, and for which, the Purchaser may charge an administration fee not to exceed $100 per year. The Purchaser, may at any time, by written notice to the Treasurer, agree to accept installments collected to the date of notice as payment in full. Receipt of such notice by the Treasurer shall constitute satisfaction of the Payment Plan and Redemption of the Tax Certificate. Purchaser payment plan shall not impose additional interest in addition to the interest that is calculated on the tax certificate register by Treasurer. 7.2a The contract term for Purchaser Payment Plan shall not exceed 36 months. Upon default, 6

7 an additional payment plan may be entered into at Purchaser s discretion with the term not to exceed 36 months for the total of all purchaser payment plans for a certificate parcel. Purchaser payment plan will provide condition that the agreement will provide for payment of current taxes, not included in a previous sale of tax certificates, to the Treasurer, at the times prescribed under Ohio law. 7.2b Payments for a Purchaser Payment Plan may be paid directly to Purchaser or as may otherwise be directed in writing. Once Taxpayer has redeemed the certificate Purchaser will promptly forward the full redemption amount to Treasurer. The redemption payment will be entered on the Tax Certificate Register and will be processed similar to all redemption payments. 7.2c Administrative fees for Purchaser Payment Plan are collected solely by Purchaser and not forwarded to Treasurer with redemption payments. 7.2d In the event that Treasurer receives full redemption payment on a certificate parcel during the pendency of Purchaser Payment Plan, Purchaser shall promptly refund Taxpayer for amounts paid pursuant to Redemption payment plan. Purchaser is not required to refund administrative fees charged under this section. 7.2e If purchaser payment plan extends beyond the certificate period, purchaser has 90 days from certification of the default of the payment plan pursuant to Ohio Revised Code Section (C)2; to file the Notice of Intent to Foreclosure or the certificate shall be redeemed for the amount collected by Purchaser collected prior to the default of the payment plan. SECTION VIII: REDEMPTION Any redemption of a tax certificate sold pursuant to this agreement shall be paid to Treasurer. In the event Purchaser receives a redemption payment directly or is the result of a purchaser payment plan or the result of a claim filed with a bankruptcy court; the redemption amount will be forwarded to Treasurer. Treasurer will provide Purchaser a list of redeemed parcels, for confirmation of amounts, in approximate two week intervals. Upon confirmation of amounts collected, those funds will be remitted to Purchaser promptly. SECTION IX: TRANSFER OF CERTIFICATES At all times during this Agreement, Purchaser may transfer ownership of the Sold Tax Certificates pursuant to Ohio Revised Code Section In the event of transfer, Purchaser shall provide a copy of this Agreement to transferee and transferee is subject to the terms of this Agreement. Any transferee shall agree to all obligations within this agreement and shall comply with the requirements of Ohio Revised Code Section SECTION X: VOID TAX CERTIFICATES 10.1 Void Certificates. Treasurer may void tax certificates pursuant to Ohio Revised Code Section Purchaser may request Treasurer to void tax certificates. Treasurer and Purchaser 7

8 may negotiate a lower rate of interest to include with a Void Certificate under this section, if the determination to void the tax certificate is made greater than 90 days after Effective Date. If a Notice of Intent to Foreclose has been filed, Treasurer may not compensate purchaser for legal fees or costs. 10.1a Adjustments to Tax Amounts. If a tax amount is reduced for any reason and the amount does not include all taxes paid as part of the Certificate Purchase Price, and the certificate is not voided, the interest rate included with the refund amount or redemption price of the correction shall be zero and interest shall be recalculated based on the corrected tax amount. 10.1b Demolition. In the event a Certificate Parcel is demolished by act of any city or county or other governmental agency within the first twenty-four (24) months after the Effective Date, through no fault of the Purchaser, and notice is provided to Treasurer of the demolition, Treasurer shall void the certificates and refund the certificate purchase price without additional interest accrued. SECTION XI: FORECLOSURE 11.1 Procedure. Purchaser shall not foreclose on any tax certificate without first filing a Notice of Intent to Foreclose pursuant to Ohio Revised Code Section and paying to the Treasurer all taxes, assessments, penalties, interest, and charges appearing on the tax duplicate charged against the certificate parcel. 11.1a The period of time for which Purchaser's attorney may file a complaint to foreclose or provide for an Answer and Cross Claim in a pending action on the Certificate Parcel shall be one hundred and twenty (120) days after the Notice of Intent to Foreclose is certified by the Treasurer. When a NOI is filed, the certificate holder shall submit a payment to the County Treasurer for any taxes, assessments, penalties, interest, and charges appearing on the tax duplicate charged against the certificate parcel. 11.1b Any amount of taxes paid pursuant to Ohio Revised Code Section and this Agreement and applicable interest accrued on these amounts shall be collected with the amount to redeem pursuant to (B) and this Agreement. 11.1c Should Purchaser s attorney not file their action, described in paragraph 11.1a of this section, within one hundred and twenty (120) days after the filing of the NOI the NOI is void and amount to redeem shall be subject to Ohio Revised Code Section (A). Upon a void of a NOI the rate at which interest accrues reverts back to the bid interest rate. If the certificate period has lapsed the certificate also becomes void. If the certificate period has not lapsed, Purchaser may file a new NOI and collection would then follow Ohio Revised Code Section (B) Negotiated Rate For Private Attorney's Fees. Notwithstanding any more permissive provisions of the Ohio Revised Code, including O.R.C. Section , the Purchaser may only assess fees to redeeming parties in accordance with the following schedule: 1. Upon Issuance of a NOI until the filing of a foreclosure complaint or Answer and Cross Claim, 8

9 Purchaser may charge up to Six Hundred Dollars ($600.00) as and for attorney's fees, plus costs. 2. Upon the filing of an action in foreclosure regarding each Certificate Parcel through Adjudication, Purchaser may charge up to Two Thousand Dollars ($2,000.00) as and for attorney's fees, plus costs. 3. Thereafter, upon the Entry of a Decree of Foreclosure through Confirmation of Sale, Forfeiture, or other resolution to the case, Purchaser may charge up to Two Thousand Five Hundred Dollars ($2,500.00), i.e., the remaining fees up to the maximum ($2,500.00) allowed by O.R.C. Section , or as otherwise allowed by order of court, as and for attorney's fees, plus costs pursuant to O.R.C. Section SECTION XII: VACANT AND ABANDONED PROPERTY (Foreclosure Permitted Within First Year) In the event the Certificate Parcel is declared vacant or abandoned by a local governmental or other regulating body that has jurisdiction through submission of an affidavit to this effect, at any time within the first year following its purchase, the Purchaser may obtain a Notice of Intent to Foreclose without delay. Purchaser must provide a copy of the notice of vacancy or abandonment and submit proof via copy of affidavit and any other evidence including, but not limited to, pictures of the subject property. SECTION XIII: FORFEITURE 13.1 Forfeit. In the event a Certificate Parcel is forfeited to Purchaser pursuant to Ohio Revised Code Section , the Certificate Parcel shall be transferred by Sheriffs deed to the Purchaser absolutely free and clear of all liens and encumbrances except for those specifically listed in Section Purchaser or Purchaser s attorney shall provide a copy of the deed and order of forfeiture to the office of the Franklin County Auditor so that the Tax List may be adjusted to reflect no outstanding lien for property taxes as to the subject property Forfeited Properties. Purchaser, upon receipt of the deed to a forfeited property, shall make reasonable effort to maintain property in a condition that is accepted by the governing rules of the County, Municipality, Township or other governing or regulating body. If a property is a nuisance property, or uninhabitable, or Purchaser has no intent to rehabilitate, or for any other reason the Purchaser may offer for donation the property to the City of Columbus Land Bank or the County Land Reutilization Corporation operating in Franklin County in a similar manner that unsold property is offered in Treasurer Tax Foreclosure actions pursuant to Ohio Revised Code Section (D). SECTION XIV: REPRESENTATIONS AND WARRANTIES OF TREASURER 14.1 The Treasurer hereby represents and warrants to the Purchaser, all of which representations and warranties are true, complete and correct in all respects, to the best of the Treasurer's 9

10 knowledge and belief, as of the date hereof and as of the Effective Date, as follows: 14.1a The Treasurer is the sole owner of, and possesses full right, title and interest in and to, each of the Sold Tax Certificates and the Treasurer Warrants that the Sold Tax Certificates are valid and enforceable and the Treasurer has the authority to sell the Sold Tax Certificates; the Treasurer further Warrants that all of the Sold Tax Certificates comply with all applicable existing laws, rules, regulations, ordinances, orders, judgments and decrees relating to the Treasurer's ownership and sale of the Sold Tax Certificates, including, but without limitation, timely issuance of proper notice to the proper parties. 14.1b All prerequisite approvals for the entry of this agreement have been properly obtained. 14.1c The delivery by the Treasurer of the Agreement and the performance by the Treasurer of the obligations hereunder will not, to the best of the Treasurer s knowledge, conflict with any provision of any law or regulation to which the Treasurer is subject and will not conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any other document, agreement or instrument to which the Treasurer is a party or by which it or any of its properties are bound, or any order or decree applicable to the Treasurer. SECTION XV: REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER 15.1 The Purchaser hereby represents, warrants and covenants to the Treasurer, all of which representations, warranties and covenants are true, complete and correct in all respects as of the date hereof, to the best of the Purchaser's knowledge and belief and as of the Closing Date, as follows: 15.1a Purchaser is a lawfully organized business, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Purchaser is duly qualified to do business as it is now being conducted and has filed to do business in each other jurisdiction where the property owned, leased or used by it or the conduct of its business makes such qualification necessary and will file to do business in the State before or contemporaneously with the execution of this Agreement. 15.1b Purchaser has full power and authority to enter into and perform this Agreement and all action necessary to authorize the execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder has been duly taken. This Agreement has been duly executed by Purchaser and constitutes the legal, valid, binding and enforceable obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally, or by general principles of equity. 15.1c The execution and delivery of this Agreement and the performance of its obligations hereunder by Purchaser will not, to the best of its knowledge, conflict with any provision of 10

11 any law or regulation to which Purchaser is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of this Agreement, or any other agreement or instrument to which the Purchaser is a party or by which it is bound, including without limitation promissory notes, mortgages, security agreements, loan instruments, leases, covenants, conditions, easements, rights-of-way, franchises, permits, licenses, contracts and agreements, or any order or decree applicable to Purchaser, or result in the creation or imposition of any lien on any of Purchaser's assets or property. 15.1d There is no action, suit, claim or proceeding pending or, to the knowledge of Purchaser, threatened against the Purchaser, whether at law or in equity, before any court or by or before any other governmental commission, board, bureau, agency or instrumentality that, if determined adversely to the interests of the Purchaser, would materially adversely affect the ability of the Purchaser to perform its duties or obligations incurred pursuant to this Agreement. 15.1e The Purchaser agrees that in the event Purchaser does choose to resell, transfer, assign or convey any interest in the sold tax certificates, any such further resale, transfer, assignment or conveyance shall be in compliance with applicable laws and this Agreement. 15.1f The Purchaser's source of funds, if any, for financing the Transactions are lawful and exempt from the application of any civil forfeiture provision of any state or federal law with respect to funds derived from a criminal enterprise. 15.1g No proceedings by or, to the knowledge of the Purchaser, against the Purchaser have been threatened or commenced in bankruptcy or for reorganization, liquidation or for readjustment of debts under the Bankruptcy Code or any other law, whether state or federal, nor has the Purchaser made an assignment for the benefit of the creditors, admitted in writing the inability to pay debts generally as they become due, or filed or had filed against it any action seeking an order appointing a trustee or receiver of all or a substantial part of the property of the Purchaser. 15.1h Purchaser agrees and warrants that it will comply with the requirements of the applicable provisions of the Ohio Revised Code in carrying out its rights and obligations under this Agreement. SECTION XVI: DEFAULT: 16.1 If the Purchaser breaches any of its representations, warranties or covenants made hereunder, does not comply with any of its duties and obligations hereunder or is otherwise not in compliance with this Agreement, the Purchaser shall be in default hereunder and the Treasurer shall have the right to exercise any rights that it may have pursuant to the terms of this Agreement, in law or equity with respect to such breach or noncompliance by the Purchaser If the Treasurer breaches any of its representations, warranties or covenants made hereunder, does not comply with any of its duties and obligations hereunder or is otherwise not in compliance with this Agreement, the Treasurer shall be in default hereunder and the Purchaser shall have the right to exercise any rights that it may have pursuant to the terms of this Agreement, in law 11

12 or equity with respect to such breach or noncompliance by the Treasurer. SECTION XVII: REMEDIES The remedies provided for in this Agreement shall be cumulative, and shall not preclude assertion by any party of any other rights or the seeking of any other remedies against any other party and shall not limit the right of any party hereto to take any other action available at law or in equity. SECTION XVIII: BENEFIT OF AGREEMENT The provisions contained in this Agreement are solely for the benefit of the parties hereto, and nothing in this Agreement whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. This Agreement and all of the rights and obligations hereunder shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. SECTION XIX: SEVERABILITY If any one or more of the provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such provisions or terms shall be ineffective to the extent of such invalidity or unenforceability, shall be deemed void and severable from the remaining provisions and terms of this Agreement and shall not affect the validity or enforceability of such other provisions or terms herein. SECTION XX: AMENDMENTS; WAIVERS This Agreement may be amended or terminated only by a writing signed by all parties hereto. Compliance with any provision hereof may not be waived by the Purchaser or the Treasurer unless such amendment or waiver is consented to in writing by the Purchaser and the Treasurer. No delay or omission by either party in the exercise of any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties of any of the covenants, conditions or agreements to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced. SECTION XXI: GOVERNING LAW This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Ohio. Agreement is subject to legislative changes effecting Ohio Revised Code Sections to Forum for the filing of any action shall be any court of competent jurisdiction within Franklin County. 12

13 SECTION XXII: ADDITIONAL TERMS & CONDITIONS 22.1 Public Records. All parties hereto acknowledge that the Franklin County Treasurer is subject the Ohio Revised Code and other law related to the keeping and access to Public Records, including any and all applicable Sunshine Laws, open meeting requirements, and retention schedules Indemnification. Purchaser agrees that no provision of this Agreement may be interpreted to allow indemnification by the Franklin County Treasurer s office. Purchaser shall indemnify and save the Franklin County Treasurer harmless from any damages finally awarded from suits or actions of every nature and description brought against the Franklin County Treasurer by third parties, for or on account of any injuries or damages received or sustained by a party (or parties) from any act or omission of Purchaser, their servants or agents, that arises out of their performance under this Agreement. [Remainder of Page Left Intentionally Blank; Signature Page Follows] 13

14 IN WITNESS WHEREOF, the Purchaser and Treasurer have caused this Agreement to be duly executed and delivered as of the Effective Date. PURCHASER: By: Title: Date: TREASURER: FRANKLIN COUNTY TREASURER Treasurer or Treasurer s Agent By: Title: Date: