Counterproposal to Purchase & Sale Agmt
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD
CONSUL T LEGAL, TAX, OR OTHER PROFESSIONAL COUNSEL BEFORE SIGNING.
Counterproposal to Purchase and Sale Agreement
This Counterproposal to Purchase and Sale Agreement ("Counterproposal") amends, modifies, revises, and is incorporated for all
purposes into the proposed purchase and sale agreement or contract (together with any attachments or addenda thereto, "Contract")
dated 04/20/09 between Saxon Mortgage Services Inc. ("SelIer") and Collier County ("Buyer")
relating to the sale and purchase of the folIowing described real property ("Transaction") located in COLLIER County,
FL . otherwise know as 2540 50TH AVENUE NE NAPLES FL 34120 (together with any
improvements thereon. "Property").
Seller and Buyer agree as follows:
. PRICE: The "Purchase Price" shall be $ 69900 . "Earnest Money" in the amount of $ 1000 is due
upon Buyer's acceptance of this Counterproposal and is to be held by . Earnest Money shalI
be in a form acceptable to Seller, including certified funds, cashiers and tellers checks, and money orders; cash is
unacceptable. NOTWITHST ANDING CUSTOMARY PRACTICES OR ANY PROVISION OF THE
CONTRACT TO THE CONTRARY, UNLESS OTHERWISE PROVIDED IN THIS COUNTERPROPOSAL
OR REQUIRED BY APPLICABLE LAW, THE EARNEST MONEY SHALL BE NON-REFUNDABLE. In the
event the Contract or this Counterproposal provides for the release of the Earnest Money to Seller, execution of this
Counterproposal by Buyer will serve as a written release. and the only release necessary, for the escrow company or
closing agent to immediately release the Earnest Money as such to Seller.
. SELLER CONCESSIONS:
Closing Costs (not to exceed):
Seller-paid Repairs (see below):
Lender Required Repairs:
Homeowners Warranty Amount:
Other
$ 0
$
$
$
$
If Seller has agreed to pay for the cost of any repairs ("Seller-paid Repairs"), SeHer shaH cause such SeHer-paid repairs
to be made by contractors designated and approved by Seller prior to the time the Transaction is closed ("Closing"). In
the event Closing does not occur, Buyer will be responsible for any costs Buyer has incurred in connection with this
Contract. Closing costs paid by SeHer will be paid at Closing and must be based on actual, specified closing costs.
At Closing,
any
Seller
shall
pay
for
the
following
treatments
and
repairs,
if
. CLOSING: The Closing shall be on or before 06122009 ( "Closing Date"). The "Closing Agent" will be
or Buyer's title insurance provider indicated in paragraph 16 below
TIME IS OF THE ESSENCE IN THIS CONTRACT.
IN THE EVENT ANY PROVISION OF THIS COUNTERPROPOSAL CONFLICT IN WHOLE OR IN PART WITH THE
TERMS OF THE CONTRACT, THE PROVISIONS OF THIS COUNTERPROPOSAL WILL CONTROL EXCEPT TO
THE EXTENT SUCH PROVISIONS OF THIS COUNTERPROPOSAL ARE CONTRARY TO ANY APPLICABLE LAWS,
RULES, OR REGULATIONS ("APPLICABLE LAW"), IN WHICH CASE THE CONTRACT SHALL GOVERN ONLY
TO THE LIMITED EXTENT NECESSARY FOR COMPLIANCE WITH ANY SUCH APPLICABLE LAW.
Buyer's Initials
Buyer's Initials
Seller's Initials
Page 1 of 10
Counterproposal to Purchase and Sale Agreement 06130/08
The terms and conditions of the Contract are further amended, modified, and revised by this Counterproposal as follows:
1. Deed. Seller shall furnish to Buyer at Closing, either a special warranty deed, a quitclaim deed, or such other deed ("Deed")
necessary to convey insurable title to the Property, subject to the terms of the Contract and this Counterproposal. If more than one
form of Deed will suffice for conveying insurable title, Seller in its sole discretion may elect the form to use to convey the Property to
Buyer.
Buyer's Initials
2. Consideration of OtTers. Buyer acknowledges that Seller may have received offers prior to or may receive offers after receipt of
Buyer's current offer evidenced by the Contract. Buyer acknowledges that Seller may consider all offers to purchase the Property,
regardless of the date of receipt, and that Seller may accept or reject any offer in Seller's sole discretion. Seller's agreement to sell the
Property to Buyer is evidenced solely by Seller's signature of this Counterproposal and no prior oral discussions or representations of
any kind by Seller, or its agents or representatives, shall be binding upon Seller unless set forth in this Counterproposal
3. Special Conditions. Buyer acknowledges that Seller obtained the Property by foreclosure or a deed in lieu of foreclosure. The
Contract and this Counterproposal may be subject to the following: (a) approval by a private mortgage insurer; (b) repurchase of the
Property by the prior mortgage servicer or insurer; or (c) the ability of Seller to convey insurable title as required by the Contract and
this Counterproposal. In the event that any of these conditions apply, Seller in its sole discretion may terminate the Contract and this
Counterproposal and promptly refund the Earnest Money to Buyer as Buyer's sole and exclusive remedy. Upon such termination,
Seller shall have no further obligation to Buyer whatsoever.
Neither Seller nor any of its agents or representatives have occupied the Property and neither warrants or represents that the Property
or any alterations or additions which may have been made to the Property conform to Applicable Law.
Buyer hereby acknowledges that Seller shall not be providing Buyer with a Real Estate Transfer Disclosure Statement and/or a
certificate of occupancy with respect to the Property. Buyer, to the extent permissible under Applicable Law, hereby waives any
requirement that Seller furnish Buyer with any such disclosure statement and/or a certificate of occupancy and hereby releases Seller,
and its successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives from any and all liability
resulting from the non-delivery of such disclosure statement and/or certificate of occupancy.
Buyer's Initials
MOLD, MILDEW SPORES, AND OTHER MICROSCOPIC ORGANISMS AND ALLERGENS (COLLECTIVELY,
"MOLD") ARE ENVIRONMENTAL CONDITIONS THAT ARE COMMON IN RESIDENTIAL PROPERTIES AND MAY
AFFECT THE PROPERTY. MOLD, IN SOME FORMS, HAS BEEN REPORTED TO BE TOXIC AND TO CAUSE
SERIOUS PHYSICAL INJURIES, INCLUDING, BUT NOT LIMITED TO, ALLERGIC AND RESPIRA TORY
REACTIONS OR OTHER PROBLEMS, PARTICULARLY IN PERSONS WITH IMMUNE SYSTEM PROBLEMS,
YOUNG CHILDREN, AND ELDERLY PERSONS. MOLD ALSO HAS BEEN REPORTED TO CAUSE EXTENSIVE
DAMAGE TO PERSONAL AND REAL PROPERTY. MOLD MAY HAVE BEEN REMOVED OR COVERED IN THE
COURSE OF CLEANING, REPAIRING, OR REMEDIATlNG THE PROPERTY. IF SELLER, OR ANY OF ITS AGENTS
OR REPRESENTATIVES, CLEANED OR REPAIRED THE PROPERTY OR REMEDIATED MOLD
CONTAMINATION, SELLER DOES NOT IN ANY WAY WARRANT ANY SUCH CLEANING, REPAIR WORK, OR
REMEDIATION. BUYER WILL TAKE TITLE TO THE PROPERTY "AS-IS," SUBJECT TO THE PROPERTY
CONDITIONS THAT EXIST AS OF THE CLOSING DATE. BUYER IS FULLY RESPONSIBILITY FOR ALL HAZARDS
THAT MAY RESULT FROM THE PRESENCE OF MOLD IN OR AROUND THE PROPERTY. BUYER IS SATISFIED
WITH THE CONDITION OF THE PROPERTY NOTWITHSTANDING THE PAST OR PRESENT EXISTENCE OF
MOLD IN OR AROUND THE PROPERTY, AND BUYER HAS NOT IN ANY WAY, RELIED UPON ANY
REPRESENTATIONS OF SELLER, OR ITS SUCCESSORS, ASSIGNS, AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, OWNERS, AGENTS, AND REPRESENTATIVES CONCERNING THE PAST OR PRESENT EXISTENCE
OF MOLD IN OR AROUND THE PROPERTY.
Buyer's Initials
Seller's Initials
Buyer's Initials
Page 2 of 10
Counterproposal to Purchase and Sale Agreement 06/30/08
4. Personal Propertv. Items of personal property located on the Property are not to be considered as part of the Property and are not
included in the Contract or this Counterproposal. Seller makes no representation or warranty as to the condition of, title to, or
encumbrance of any such personal property. Seller shall have no liability for any claim or losses Buyer or Buyer's successors or
assigns may incur as a result of any condition or defect that may now or hereafter exist with respect to such personal property. No bill
of sale will be provided at Closing; provided, however, Seller shall provide the minimum documentation necessary to transfer
any mobile or manufactured home located on the Property.
Buyer's Initials
5. Occupied Propertv. In the event the Property is occupied by one or more tenants, Seller makes no representations regarding: (a)
the existence of a written lease agreement; (b) the term of such tenancy; ( c) whether rent payments are current; (d) the amount of rent
that should be paid; or (e) compliance with rent control, registration, or other Applicable Laws. In addition, Seller does not hold any
security deposits for any tenant and Buyer is solely responsibile to any tenant for the return of any security deposits and any interest
thereon.
6. "AS IS" Condition. Seller conveys and Buyer accepts the Property in "AS IS, WHERE IS" condition at the time of Closing,
including any known or hidden defects. Neither Seller nor any person acting as its agent or representative is making any
warranties or representations, either express or implied, as to the condition of the Property. Buyer hereby releases and agrees
to hold harmless Seller and and its successors, assigns, affiliates, directors, officers, employees, owners, agents, and
representatives from any and all claims or liability with respect to the condition of the Property.
Seller, most specifically, makes no warranty or representation as to whether any utility service, including water, sewer, electricity,
gas, and other such service ("Utilities"), serving the Property are public or private.
Buyer's Initials
7. Buver's Rieht to Inspect. Buyer acknowledges Buyer's opportunity to inspect and investigate the Property, either independently
or through agents of Buyer's selection. Any such inspection shall be made at Buyer's own expense and shall be completed within ten
(10) days from the execution of this Counterproposal by Seller. Buyer shall rely solely on Buyer's inspection and review to evaluate
the condition of the Property. Buyer further acknowledges and agrees that Buyer is not relying on any statements or representations
made by Seller or Seller's agents or representatives (including, but not limited to, information disclosed on the MLS) as to the
condition of the Property, including, but not limited to, the condition, structural soundness, and working order of: heating/air
conditioning systems; sewage; roof; foundations; soils; septic systems; plumbing; lot size; suitability of the Property for particular
purposes; appliances; Utilities; and any improvements to the Property, Buyer further acknowledges and agrees that Buyer is not
relying on any statements or representations made by Seller or Seller's agents or representatives regarding whether the Property is in
compliance with Applicable Law. Buyer acknowledges that Buyer is responsible for obtaining any inspection reports as to: (a) the
condition of the Property and any appliances, structural components, heating/air conditioning systems, sewage, roof, foundations,
soils, septic systems, plumbing, and Utilities; (b) suitability for use of the Property; (c) the presence of any toxic or hazardous
substances on the Property, including, but not limited to, radon, asbestos, lead paint, or Mold; (d) any other factors that would render
the Property uninhabitable or dangerous to the health of the occupants; (e) whether the Property is in compliance with Applicable
Law; and (f) any other factors regarding the Property about which Buyer may be concerned. Buyer's failure to inspect the Property
shall not alter or impair the understanding and agreement between Seller and Buyer as set forth in the Contract and this
Counterproposal. No inspections may be made by any building or zoning inspector or government employee without the prior written
consent of Seller.
Buyer's Initials
Seller's Initials
Page 3 of 10
Counterproposal to Purchase and Sale Agreement 06/30108
If the Property has been winterized and Buyer wishes to de-winterize the Property for the purposes of Buyer's inspections, Buyer must
notify the listing agent identified below ("Listing Agent"). Only the Listing Agent may arrange for such de-winterization, which will
be conducted at Buyer's sole cost. Under no circumstance shall Buyer de-winterize the Property,
Buyer's Initials
Buyer shall indemnify and fully protect, defend, and hold Seller, and its successors, assigns, affiliates, directors, officers, employees,
owners, agents, and representatives, harmless from and against any and all claims, liens, loss, damages, and costs and expenses of every
kind and nature (including, but not limited, to attorneys' fees and court costs) that may be sustained by or made against Seller or its
successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives, or any damage to the Property or to
any adjoining property, or any injury to Buyer or any other persons that may result or arise out of inspections made by Buyer or its
agents prior to Closing.
8. Hazardous Substances. Buyer assumes all risk of loss, damage, or injury that may arise as a result of or that in any way may be
connected with the presence in, on, or about the Property of radon gas, asbestos, mold, or any other toxic or hazardous substance, as
defined by Applicable Law and commonly understood (collectively, "Hazardous Substances"). Buyer, on behalf of Buyer and Buyer's
successors and assigns, fully and forever releases, indemnifies, and discharges Seller and its affiliates and their respective successors,
assigns, directors, officers, employees, owners, agents, contractors, and representatives (collectively, "Seller Indemnified Parties"), and
holds Seller Indemnified Parties harmless from and against any and all claims, damages, liabilities, losses, demands, private or
governmental causes of action, expenses, or costs (including without limitation court costs, attorneys' fees, costs of governmental
investigation, or costs of environmental remediation), Buyer or Buyer's successors and assigns may suffer or incur as a result of the
presence of Hazardous Substances in, on, or about the Property, whether now or hereafter known. This provision shall survive delivery
of the Deed and the Closing Date.
9. Risk of Loss. Prior to Closing, Seller shall maintain the Property in materially the same condition as of the date of Seller's
execution of this Counterproposal, except for ordinary wear and tear. If prior to Closing the Property is damaged, Seller may make
repairs to restore the Property to the same condition as of the date of Seller's execution of this Counterproposal. If Seller, in its sole
discretion, elects not to repair the Property, Buyer may: (a) accept the Property in its damaged condition; (b) re-negotiate the Purchase
Price; or (c) terminate the Contract and this Counterproposal, in which case the Earnest Money will be returned to Buyer as Buyer's
sole and exclusive remedy.
UNDER NO CIRCUMSTANCES SHALL ANY INSURANCE PROCEEDS PAID TO SELLER WITH REGARD TO ANY
DAMAGE TO THE PROPERTY THAT OCCURS PRIOR TO CLOSING BE ASSIGNED OR PAY ABLE TO BUYER.
Upon Closing, Seller shall be relieved of all responsibility and liability for maintaining hazard or flood insurance on the Property. All
such insurance policies shall be terminated by Seller immediately upon Closing, and Buyer will be responsible for obtaining any such
insurance as well as any title insurance required by Buyer's lender prior to Closing.
10. Purchase Price (Initial applicable sections; non-applicable sections should be marked "N/A").
I!I A. CASH: The Purchase Price will be paid in the form of cash Verification of funds required to close shall
be provided to Seller by Buyer upon delivery of a fully executed copy of this Counterproposal. If the Closing does not take place
on the Closing Date due to Buyer's failure to provide cash at the Closing or due to any other related reasons, including, but not
limited to, Buyer's decision to obtain lender financing, both Buyer and Seller agree that the Earnest Money shall be immediately
released to Seller as liquidated damages as provided in paragraph 19 below.
D B. LENDER FINANCING: Buyer may obtain financing from the lender of Buyer's choice. Within
seventy-two (72) hours of execution of this Counterproposal by Buyer, Buyer will either apply for financing or provide evidence
satifactory to Seller that a lender has pre-approved Buyer for financing. Proof of lender's unconditional commitment to lend must
Buyer's Initials
Seller's Initials
Page 4 of 10
Counterproposal to Purchase and Sale Agreement 06/30/08
be provided to Seller with days of execution of this Counterproposal. Except as otherwise provided in this
Counterproposal and to the extent not restricted due to financing insured by a governmental agency, Buyer shall pay for any and
all costs associated with the loan application process, including, but not limited, to any application fee, appraisal fee, and credit
report fee.
II. Survev and Other Costs. Buyer will be solely responsible for obtaining, at Buyer's expense, a survey acceptable to the title
company or closing agent and any lender. In the event Seller is required to provide extended survey coverage, as may be nonnal and
customary, Seller will not be required to do so if such a required survey has not been so obtained by Buyer,
Buyer shall be responsible for paying all other costs and expenses (including, but limited to, the fees of Buyer's attorney) associated
with the Closing and not specifically required to be paid by Seller by this Counter Proposal.
12. Settlement/Closing:. The Closing shall be conducted in the office of the Closing Agent or at a place designated and approved by
Seller. However, Buyer may choose to purchase title insurance from a different title insurance provider ("Buyer's title insurance
provider") at Buyer's sole expense, as provided in pargraph 15 below. Closing shall occur on or before the Closing Date and the
Buyer shall make every effort to meet this deadline. Should the Closing extend beyond the Closing Date through no fault of
Seller, Seller shall be entitled to a $ 150 fee for each day the Closing is so extended. Any agreement by Seller to
extend the Closing Date must be in writing. Notwithstanding the foregoing, if the Closing does not take place on the Closing
Date due to any failure of Buyer, Seller retains the right to terminate the Contract and this Counterproposal and pursue the
remedies contained in the Contract and this Counterproposal. The Transaction may not close in escrow without the prior written
consent of Seller.
13. Neg:ative Sale Proceeds. If unforeseen judgments, liens, assessments, HOA Assessments, or other such encumbrances result in
negative sales proceeds to Seller, Seller reserves the right to tenninate the Contract and this Counterproposal and return the Earnest
Money to Buyer as Buyer's sole and exclusive remedy.
14. Prorations at Closing:. All taxes; condominium, planned unit development, or similar community homeowners' association dues
and assessments ("HOA assessements"); and Utilities charges shall be prorated to the Closing.
Tax prorations shall be based on one hundred percent (\00%) of the last available tax bill or upon the local tax assessor's latest
valuation of the Property and the current tax rate. Any special assessments that constitute a lien on the Property as of the Closing Date
and are payable in installments shall be prorated to the Closing Date and any installments due after the actual date of Closing shall be
paid by Buyer. In no event shall Seller be responsible for the payment of any unlevied assessment pending as of the actual date of
Closing.
HOA assessments shall be based on the assessment rate in effect as of the actual date of Closing. Any special assessments levied and
payable in instaJlments shall be prorated to the Closing Date and any installments due after the actual date of Closing shaJl be paid by
Buyer. In no event shall Seller be responsible for the payment of any unlevied assessment pending as of the actual date of Closing.
SELLER WILL NOT BE RESPONSIBLE FOR ANY ADJUSTMENT OF SETTLEMENT CHARGES, INCLUDING, BUT
NOT LIMITED TO, TAXES OR HOA ASSESSMENTS AFTER CLOSING.
15. Lender-Required ReDairs. Should any lender, insuring entity, or governmental agency require that certain repairs be made to
the Property or that certain other conditions be met, Seller, in its sole discretion, may comply with such requirements or tenninate the
Contract and this Counterproposal. Further, should any FHA Conditional Commitment or VA Certificate of Reasonable Value vary
from the Purchase Price, Seller, in its sole discretion, may tenninate the Contract and this Counterproposal. If SeJler elects not to
tenninate the Contract and this Counterproposal pursuant to this paragraph, Seller's responsibility for any repairs required by Buyer
as a result of inspection by Buyer, by a lender,or as a condition set forth in an FHA Conditional Commitment or V A Certificate of
Reasonable Value shall not exceed $ , inclusive oftennite repairs ("Repair Limit Amount"). and Buyer shall be solely
Buyer's Initials
Seller's Initials
Page 5 of 10
Counterproposal to Purchase and Sale Agreement 06130108
responsible for any amounts exceeding the Repair Limit Amount without any reduction in the Purchase Price. If Seller elects to
terminate the Contract and this Counterproposal, Seller will return the Earnest Money to Buyer as Buyer's sole and exclusive remedy
Buyer's Initials
16. Condition and Convevance of Title. Seller shall deliver insurable title and pay for Buyer's owner's policy of title insurance
from the title insurance provider chosen by Seller and indicated below. However, Buyer may choose to purchase title insurance
from Buyer's title insurance provider, indicated below, at Buyer's sole expense. In the event Buyer chooses to obtain an owner's
policy and/or title exam from the title insurance provider of Buyer's choice, Buyer shall order the same within three (3) days of Seller's
execution of this Counterproposal; if Buyer fails to do so, all objections to title shall be deemed waived Seller shall not be
responsible for any "gap" title insurance coverage and will not in any event provide an affidavit of title or other similar documents in
which Seller is requested to make representations or warranties with respect to title to the Property.
If Seller is unable to provide insurable title, convey the Property, or to deliver possession of the Property as provided in the Contract
and this Counterproposal, or if at the time of the delivery of the Deed does not conform with the provisions of the Contract and this
Counterproposal, Seller shall bear any nominal expense and use reasonable efforts to remove any defects in title or to conveyor deliver
the Property as so provided, but is under no obligation to use extraordinary measures or to bring any actions or proceedings in order to
do so. If Seller is unable to so remove any defects in title or to conveyor deliver the Property as so provided within ten (10) days after
Closing, (a) the Contract and this Counterproposal shall terminate and Seller will return the Earnest Money to Buyer as Buyer's sole
and exclusive remedy, or (b) Buyer may, by written notice on or before the Closing, waive any objections to Seller's inability to so
remove any defects in title or to conveyor deliver the Property as so provided. For purposes of this paragraph Seller shall be
deemed to be able to convey insurable title to Buyer if a reputable title insurance company will underwrite a title insurance
policy insuring that title to the Property will vest in Buyer as ofthe Closing.
Seller Buyer to provide title insurance
Seller's title insurance provider:
Phone:
Fax
Buyer's title insurance provider:
Phone:
Fax
Buyer's Initials
17. OccuDancv of the ProDertv. Under no circumstances will Buyer be allowed to occupy the Property prior to Closing. In the
event Buyer violates this prohibition, Seller will avail itself of all legal remedies. In the event Buyer alters or occupies, or permits any
other person to alter or occupy, the Property prior to Closing, Buyer shall be in material default under the Contract and this
Counterproposal, in which case Buyer shall forfeit the Earnest Money and any rights to the Property, however altered. Any access to
the Property prior to Closing is prohibited unless accompanied by Seller or Seller's agent or unless otherwise agreed to in writing by
Seller.
18. Taxes.
A. ~~lIllU ~;Mht tn C'nntp", 'faxes. 8611.., 31,"11 Itave till:: unresulcted dglIt tv ..,,"teat the Mn6t:lnt of 01 eeli~tiafl tEl ~B>' ~~
-,an w.lorem real or per,<:onal pwp.erty t"X'li', TtHlI ar J'lel'tJolIAI "repe,t)' .l.:l.!.eJ3fHeRtll, ?r l-fnA A~~ellllem'lRtli (QgIl8~ti"~ly,
"C'JRtastcd4iutes"), fer aH~' I'eries reI ..hid'ilT1y COlltested 1"crtt:'S 'are- a.5.5G.5.5Gd VI Icv;cd (a "Tux-Peri~t ioelwQilll g~
~cedell tllil Belwsl rl"tp Qf tlle Cla3mg (the "clOsmg I ax t'enoo'). Seller may contest the Contested 1 axes by allY jlAd;d~ ~
BSRHFlistrati.ll, af ather Fw,;,eH tAlK ~elltlr lJAQOi'l'i in iti i'Ql~ iiiBflrdiefl. If le-1t:l8Bt88 8~' ~~lIw, .a1wer 11..<>]1 j"in in ::my ('
__flr8~~...d;JIg to \;Ullh::~L Hi(; CUIlU::SlCd Tta.^~:S lU Lhc t::XlCIIl. Ile<';t:::S~(;lJY LV pClluil Setter Lv ""^"".....~.!tG it] rightg l1~der thp rontract
5ln1 tAb C51:lRt~r.:prop"'<::l1 Seller shall have no duty to contest the (''''Jlte'it~<J nxei aRQ may disJRi&8, Battle, Elf etRliIP,'.~......
~el.(. li.uy u.aUcI Tetatin!;; tv Cv.tl..3h..d %xeri't ..bat...", ",...!f,U 01 lAud.., auy t...u~ SeHer-slll"tll iFl it aElle 8iBerlilt~
Buyer's Initials
Seller's Initials
Page 6 of 10
COIDlteIjlrOposalto Purchase and Sale Agreement 06130108
B. Eatitlement to Ihfm.d. ,\1.) ICfl:.ft8 8f C8..teMe8 J:axi& f9r tAl CI98iMg TItK Peria~ ar 8ft) pliol Ttm Pil'i9E1 shaH QI paid
t8 ~ill8f', aad Buyer nereby trreVOcably assl19J:> Iv Seller 8ft) light, titk 01 illt'......l ilmay have In allY J"fuL.d of CUllt....t...!r
uJ(~" fnr"l1 81tek Tal{ Pep.jads, Ifre~1tt(\t~d b) Seller, BY)'ir dull iXili1yte v.'Aatever e..derJe:lllcllts 01 othCl dOCl:lhl('l.ts tRti:
mll)' h" npc.esslll)' to accolTlPlish the refund of such Contested Taxes to Seller. Provided. howevpr nnt\ll;thitaR8i..g m.)II,il~
_in th., CQAtr~<:t 9r tkiB Cotl..tefl3,ei:fll tl) the ('Qntr"'1'. "pllp.r "hall not be entitled to any rpfimrl Qf CQAti&tiEl HtlU!S thftt i~
lrltrih~'t"J.,ht o:l'I:I~~all!5" ;11 laud u:;agc UI uwnerSntp or me t'ropeny occulJiu!5 VII af BAir C!""in.: all of which shall
~ai4 b~ B~r~-
19. Default In the event Buyer defaults in the performance of the Contract or this Counterproposal, the Earnest Money shall
be paid to Seller as liquidated damages for, among other things, the additional cost of carrying the Property and lost
marketing time, both of which Buyer and Seller acknowledge and agree are difficult to calculate. Said liquidated damages shall
not be construed or deemed to constitute a penalty and the right given to Seller to retain the Earnest Money shall not constitute Seller's
sole and exclusive remedy. In the event item A in paragraph 10 above is initialed, Seller is materially relying upon the representation
in said paragraph lOA above to the effect that Buyer will be purchasing the Property as an all-cash transaction without third party
financing. Buyer subsequent election to purchase the Property with third-party financing rather than on an all-cash basis as indicated
above shall constitute a material default under this paragraph
IN THE EVENT SELLER DEFAULTS IN THE PERFORMANCE OF THE CONTRACT AND THIS
COUNTERPROPOSAL, BUYER SHALL BE ENTITLED TO A RETURN OF THE EARNEST MONEY AS BUYER'S
SOLE AND EXCLUSIVE REMEDY,
Buyer's Initials
20. Installation of New Locks and Transfer of Utilities. Buyer shall be responsible for the installation of new locks and the transfer
of all Utilities on the Property immediately after the Closing, and Buyer shall hold harmless and indemnifY Seller and its successors,
assigns, affiliates, directors, officers, employees, owners, agents, and representatives from and against any and all damages, claims,
liens, losses liabilities, costs, injuries, attorney fees and expenses of every kind and nature that may be made against Seller and its
successors, assigns, affiliates, directors, officers, employees, owners, agents, and representatives as a result of Buyer's failure to install
new locks or transfer all Utilities on the Property. Buyer will have all Utilities and homeowners' services, as well as any HOA
Assessements, transferred into Buyer's name no later than the first (151) business day following Closing. Buyer also will be responsible
for payment of any Utilities charges or HOA Assessments incurred after Closing and for ensuring that any Utilities or homeowners'
service, including HOA Assessements, in the name of Seller or the Listing Broker indicated below is transferred entirely into Buyer's
name.
Witness
Buyer
Date
Selling Broker
Date
Acknowledge:
Buyer
Date
Listing Broker
Date
21. Asshmabilitv. Buyer may not assign or transfer the Contract or this Counterproposal without Seller's written approval. Seller may
assign or transfer the Contract and this Counterproposal without Buyer's approval
22. Performance. The acceptance of the Deed by Buyer shall be deemed to be a full performance by Seller under the Contract
and this Counterproposal.
Buyer's Initials
Buyer's Initials
Seller's Initials
Page 7 of 10
Counterproposal 10 Purchase and Sale Agreemenl 06/30/08
23. Real Estate Broker Commissions. The total commission payable by Seller pursuant to the Transaction shall be L-% of the
gross Purchase Price. The closing agent is authorized and directed to pay said commission from the sale proceeds at Closing as per the
tenns of the Commission Breakdown Fonn to be provided by Seller. No real estate broker commissions shall be paid unless the
Closing occurs and title to the Property passes to Buyer.
24. Additional Provisions. Buyer and Seller approve and accept this Counterproposal and acknowledge and agree that this
Counterproposal is a legally binding agreement and is made part of the Contract in like manner as if it were directly set forth therein.
All other tenns and conditions of the proposed Contract shall remain the same. The terms of the Contract and this Counterproposal
shall survive the Closing.
25. Attachments. Any attachement or addendum to this Counterproposal hereby is incorporated into this Counterproposal for all
purposes by this reference. Attachment: Lead Based Paint Disclosure Addendum.
26. This counterproposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and the
offering party to this document received notice of such acceptance on or before 04/22/09
BUYER
Date:
SELLER
Date:
BUYER
Date:
Buyer's Initials
Seller's Initials
Page 8 of 10
Counterproposal to Purchase and Sale Agreement 06130108
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this day of , 2009
Date Property acquisition approved by BCC: March 24, 2009, Item 10F
AS TO PURCHASER:
DATED:..Bpv\1 Jl. 'OiD1.
ATTEst. CD~F;\j~' ",
OW tOOT' 'F 'BR6t;)<, Clerk
,-'J' '~-":"'"l... .'. "':::?.. -.
.~ ' ; '. ~~; ~
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BOARD OF COUNTY COMMISSIONERS
COLLIER NTY. FL~A _
Fiala, Chairman
AS TO OWNER:
DATED:
BY:
Witness (Signature)
Name:
(Print or Type)
Printed Name
Witness (Signature)
Title
Name:
(Print or Type)
C unty Attorney
LEAD -BASED PAINT DISCLOSURE
ADDENDUM
Lead Warnine: 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 pennanent neurological damage, including learning disabilities, reduced intelligence
quotient, behavioral problems, and impaired memory. Lead poisoning also presents a risk to pregnant women. The seller of any
interest in residential real property is required to provide Buyer with any infonnation on lead-based paint hazards from risk
assessments or inspections 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 to Duver
Seller acknowledges that Seller has been informed of Seller's obligation. Seller is aware that Federal laws require Seller to pennit
Buyer a ten (IO) calendar day period to conduct risk assessment or inspection for the presence of lead-based paint hazards before
becoming obligated under a contract to purchase target housing (unless mutually agreed otherwise in writing). That opportunity will be
provided within the ten (10) calendar day period immediately following Seller's final execution of the Contract and this
Counterproposal. Seller is aware that Seller must retain a copy of this disclosure for not less than three years from the Closing.
A. Presence of lead-based paint and/or lead-based paint hazards (check one box below):
o Seller has no knowledge of any lead-based paint and/or lead-based paint hazards present in the Property.
o Seller has knowledge of lead-based paint and/or lead-based paint hazards present in the Property (explain)
N/A
B. Records and reports available to Seller (check one box below):
o Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the Property.
o Seller has provided Buyer with all available records and reports pertaining to lead-based paint and/or lead-based
paint hazards in the Property (list documents below):
N/A
Buver's Acknowlede:ment
C. Buyer has read the Lead Warning Statement above and understands its contents.
D. Buyer has received copies of all infonnation, including any records and reports listed by Seller above.
E. Buyer has received the pamphlet "Protect Your Family From Lead in Your Home."
F. Buyer acknowledges federal law requires that before a buyer is obligated under any contract to buy and sell real
estate, Seller shall pennit Buyer a ten (10) calendar day period (unless the parties mutually agree, in writing, upon a
different period of time) to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-
based paint hazards.
G. Buyer, after having reviewed the contents of this Addendum, and any records and reports listed by Seller, has elected
to (check one box below):
o Obtain a risk assessment or an inspection of the Property for the presence of lead-based paint and/or lead-based
~nt hazards, within the time limit and under the tenns of the Contract and this Counterproposal, or
U Waive the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or
lead-based paint hazards,
Buyer's Initials
Seller's Initials
Page 9 of 10
CowlterproposaJ to Purchase and Sale Agreement 06/30/08
Real Estate Licensee's Acknowlede:ment
Each real estate licensee signing below acknowledges receipt of the above Seller's Disclosure to Buyer, has infonned Seller of Seller's
Obligations, and is aware of licensee's responsibility to ensure compliance.
Certification of Accuracv
I certify that the statement I have made are accurate to the best of my knowledge.
SELLER Date
BUYER c.oWE'2- ~LJJUTL( _ A- ?"I..ITIU,L.- ~.J)"JM"" ,,' -r/Jff6 Date 1/11.'1-/6-#_"
, ~~ 4JttI!" r4:}Il-I1>R-
Seller's (Listing) Agent
Date
Buyer's (Selling) Agent
Date
Buyer's Initials
Seller's Initials
Page 10 of to
Counterproposal to Purchase and Sale Agreement 06/30/08
MEMORANDUM
Date:
April 27, 2009
To:
Gary Bigelow
Property Acquisition Specialist
From:
Ann J ennejohn, Deputy Clerk
Minutes & Records Department
Re:
Deutsche Bank Purchase & Sale Agreement
Counterproposal to Farbar Contract (Addendum)
Property Address: 2540 50th Avenue NE
Enclosed is the original contract addendum referenced above (Agenda Item #10F)
approved by the Board of County Commissioners on Tuesday, March 24, 2009.
After processing please forward the fully executed original to the Minutes & Records Office
for the Board's Official Record.
If you should have any questions, please contact me at 252-8406.
Thank you.
Enclosure
ITEM NO.: ~c;0bfY\,~Q \
FILE NO.: ~
ROUTED TO: C5t.- \2-Pp.-- Ol\X l
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REQUEST FOR LEGAL SERVICES
DATE:
April 24, 2009
TO:
JEFF KLATZKOW, COUNTY ATTORNEY
OFFICE OF THE COUNTY ATTORNEY
RE:
~\z_4..\cF\ G\o~~ ~l-S
~llL6, ~\,,)~'"':,\c.n...
Neighborhood Stabilization Program (NSP) Grant ~~ ~~ ~~s
FARBAR "As Is" Contract and Addenda 2540 50th Avenue NE W~ ~ \-'\...
BACKGROUND OF REQUEST/PROBLEM: y~ ~>
US Bank, N.A. is requiring that the County sign their Addendum, with the strike-
through of Paragraph 18. Please review for legal sufficiency so that we may return an
executed agreement to the lender by the COB today, 4/24/09.
As has become our standard practice, we added our form Addendum in an effort to
avoid the Seller's addendum. Your office approved the FARBAR contract and the County
Addendum but would not approve the Seller's Addendum. The approved documents were
executed by the BCC Chairman and subsequently presented to the Seller.
Despite intensive negotiations, the Seller would not accept our submittal. We were
emphatically told that the only form of contract that would be acceptable would be the
F ARBAR coupled with the Seller's addendum as written, with no changes whatsoever, and
that both documents needed to be executed by the County.
We are now re-submitting for your consideration the documents requested by the
Seller. Both Real Property Management and the Housing and Human Services Department
believe that, as a practical matter, any risks presented by the Seller's addendum, as
amended by the elimination of Paragraph 18, are manageable and should be eliminated
upon the closing of the transaction, and our advance due diligence and inspection process
indicates that any such risks are worth taking in furtherance of the goals of the
Neighborhood Stabilization Program, especially in light of the intense competition for
qualifying properties in the marketplace of late. We therefore urge you to approve the
attached documents so that we can proceed to acquisition.
l~ S\.r~ Adf>.i CN ct\J ~ ~"~($ vit,~<'
ATTACHMENTS: (1) FARBAR Contract & Addendum
~\lw~) ~rt"l ~'h .~~ Ii; t,\~IS )v0;\1"~)'~_
--"---'
Gary Bigelow
Real Property Management
FROM:
4:00PM FILE
1\1')
(\<<-
THIS ITEM HAS BEEN PREVIOUSLY SUBMITTED.
F ENO.:09-RPR-Ol~
ACTION REQUESTED:
Please review and initial the Addendum as to legal sufficiency for the County's potential
acquisition of this foreclosed property under the NSP grant so that we may respond in a
timely manner.
Thank you very much.
G