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Counterproposal to Purchase and Sale Agreement THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT 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 ()lt108fe9 ,t/I,tk I between Saxon Mortgage Services Inc. ("Seller") and COLLIER COUNTY ("Buyer") relating to the sale and purchase of the following described real property ("Transaction") located in COLLIER County , FL , otherwise know as 3744 41ST AVENUE NE NAPLES FL 34120 (together with any imorovements thereon. "Prooertv"). Seller and Buyer agree as follows: . PRICE: The "Purchase Price" shall be $ 74900 . "Earnest Money" in the amount of $ 0 is due upon Buyer's acceptance of this Counterproposal and is to be held by . Earnest Money shall 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 $ 0 $ 0 $ 0 $ 0 $ 0 If Seller has agreed to pay for the cost of any repairs ("Seller-paid Repairs"), Seller shall cause such Seller-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 Seller 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 05182009 ( "Closing Date"). The "Closing Agent" will be Old Republic 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 06/30/08 The terms and conditions of the Contract are further amended, modified, and revised by this Counterproposal as follows: t. Deed. Seller shall furnish to Buyer at Closing, either a special warranty deed, a q~iteI8iR'l deetl, or ~l'cb 9tRer dced ("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 Offers. 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 RESPIRATORY REACTIONS OR OTHER PROBLEMS, PARTICULARLY IN PERSONS WITH IMMUNE SYSTEM PROBLEMS, YOUNG CHILDREN, AND ELDERLY PERSONS. MOLD ALSO HAS BEEN REPORTED TO CAlISE EXTENSIVE DAMAGE TO PERSONAL AND REAL PROPERTY. MOLD MAY HAVE BEEN REMOVED OR COVERED IN THE COURSE OF CLEANING, REPAIRING, OR REMEDlATING 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 REMEDIA TION. 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 Prooertv. 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. Occuoied Prooertv. 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 ofthe 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 Ril!ht 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, infonnation 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 06/30/08 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. UNDE R NO CIRCUMSTANCES SHAL L ANY INSURANCE PROCE E DS PAID TO SE L L E R WITH R EGAR D 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. to. Purchase Price (Initial applicable sections; non-applicable sections should be marked "N/A"). ~ A. .!:2MH: 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 ofthis 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. ~ 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 10 Purchase and Sale Agreement 06/30108 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. t 1. Survey 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 normal 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/Closine:. 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 $ 0 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. t3. Nee: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 terminate the Contract and this Counterproposal and return the Earnest Money to Buyer as Buyer's sole and exclusive remedy. t4. Prorations at Closine:. 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 (100%) of the last available tax bill or upon the local tax assessor's latest valuation of the Property and the current tax rate. Any spc:cial 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 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. SELLER WILL NOT BE RESPONSIBLE FOR ANY ADJUSTMENT OF SETTLEMENT CHARGES, INCLlJDING, BUT NOT LIMITED TO, TAXES OR HOA ASSESSMENTS AFTER CLOSING. t5. Lender-Reauired Repairs. 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 terminate the Contract and this Counterproposal. Further, should any FHA Conditional Commitment or V A Certificate of Reasonable Value vary from the Purchase Price, Seller, in its sole discretion, may terminate the Contract and this Counterproposal. If Seller elects not to terminate 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 $ 0 , inclusive of termite 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 06/30/08 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 Conveyance 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 of the Closing. Seller ~ Buyer to provide title insurance () Seller's title insurance provider: tzlf\.) 231 ~d-9"~L Co\~\~~ Phoeo l.tI.;L- ;+\I,1-F'" ~;}-1<jil Buyer's ~nsurance ~r~Vi.~~r:_, .. , T '3q?:/.;,~ ~. \)\~~ \ k =3'+\ Phone: Fax Buyer's Initials 17. Occupancy of the ProperlY. 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. t8. ~ A. er's Right to Contest Taxes. Seller shall have the unrestricted right to contest the amount of . ation to pay any ad valorem ersonal property taxes, real or personal property assessments Assessements (collectively, "Contested Taxes"), for any pen . h any Contested Taxes are or levied (a "Tax Period") that includes or precedes the actual date of the Closing (the "Closmg . Seller may contest the Contested Taxes by any judicial, administrative, or other process that Seller c m its sole discretlo . ested by Seller, Buyer shall join in any proceeding to contest the Contes es to the extent necessary to permit Seller to exer . ts under the Contract and this Counterpro eller shall have no duty to contest the Contested Taxes and may dismiss, se erwise resolve er relating to Contested Taxes in whatever manner or under any terms Seller elects in it sole discretion. Buyer's Initials Seller's Initials Page 6 of 10 CounlerproposallO Purchase and Sale Agreement 06/30/08 B. Entitlement to Refund. Any refund of Contested Taxes for the Closing Tax Period or any prior Tax e paid to Seller and B er hereb irrevocably assigns to Seller any right, title or i ave in any refund of Contested Taxes for all such Tax Periods. I reques e cute whatever endorsements or other documents that may be necessary to accomplish the refund of ontested Taxes to Seller. ProVl e , 'thstanding anything in the Contract or this Counte 0 the contrary, Seller shall not be entitled to any refund of Conteste at 's attributable solei c ange in land usage or ownership of the Property occurring on or after Closing, all of which shall be uyer. 19. Default. In tbe event Buyer defaults in tbe performance oftbe Contract or tbis Counterproposal, tbe Earnest Money sball be paid to Seller as liquidated damages for, among otber 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 (1st) 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. BOARD OF COUNTY COMMISSIONERS Witness COLLIER COUNTY, FLORIDA DONNA FIALA, CHAIRMAN 4/~'l09 Buye>. () Date /.f~ d~ Selling Broker Date Acknowledge: Buyer Date Listing Broker Date 2t. AssilmabiIitv. 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. Tbe acceptance of tbe Deed by Buyer sball be deemed to be a full performance by Seller under the Contract and this Counterproposal. Buyer's Initials --:"':1 ;:' Buyer's Initials ..~: ' AS TO C6tlNTY: I... . ">. ,;' ',~' , . Page 7 of 10 ATTEST: QAT!:P :t}1S _Seller's Initials_ . . 'f' , . 7.aYI DWH;HT -E~_ .BROCK,i~Cl~rk i ,\L...- \' ,\. Counterproposal to Purchase and Sale Agreement 06/30/08 ~-! ~ .Deput~_~lerk 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 terms of the Commission Breakdown Form 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 terms and conditions of the proposed Contract shall remain the same. The terms of the Contract and this Counterproposal shall sUlvive 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 04/10/09 BOARD OF COUNTY COMMISSIONERS BU~'6tt~~i/tUN'" X. .~ '-f ~)( ('j Dat. LA, CHAIRM _ 4 ~ f .~ SELLER Date: BUYER Date: AS TO COUNTY: DATED: 4' 6'Weft ATTEST: DWIGHT E. BROCK, CLERK Approv'fJ a:; t< ';j:,~: -'5. i!1~3i'l:fficlenc\' lJt., tC /\ (r [/ , "","""','..' ,,,.,,,~~~ ",., ,~, ~f,i~_~,countv Attornev \ / AttIIt ': . .t~ .~. c/" .' / Buyer's Initials Seller's Initials Page 8 of 10 Counterproposal 10 Purchase and Sale Ab'teement 06/30108 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 permanent 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 information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notity 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 Buver Seller acknowledges that Seller has been informed of Seller's obligation. Seller is aware that Federal laws require Seller to permit Buyer a ten (10) 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 oflead-based paint and/or lead-based paint hazards (check one box below): D Seller has no knowledge of any lead-based paint and/or lead-based paint hazards present in the Property. D 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): D Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the Property. D 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 information, 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 permit 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 oflead-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): ~ 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 terms 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 Counterproposal to Purchase and Sale A!,'I'eC'tIlL'11t 06130108 Real Estate Licensee's Acknowledl!ment Each real estate licensee signing below acknowledges receipt of the above Seller's Disclosure to Buyer, has informed Seller of Seller's Obligations, and is aware of licensee's responsibility to ensure compliance. Certification of Accuracy I certifY that the statement I have made are accurate to the best of my knowledge. SELLER"* 6EE ~f6lJA(O~ 'BL()c..~ ~U.J Date BUYER Date Buyer's (Selling) Agent Date Seller's (Listing) Agent Date * BOAR~, F COUNTY COMMISSIONERS COLiYl,' COUNTY. FJ.OR!DA ,,~d~ DONNA FIALA, CHAIRMAN AS TO COUNTY: DATED:~ ATTEST;.QW;I~HT E. BROCK, Clerk of Court {.';\....::.:.::".." puty Clerk .te~" , .t..~. .~.:~ . '()" I. Buyer's Initials Seller's Initials Page 10 of 10 Counterproposal to Purchase and Sale Ab.,.eement 06130/08 ~4/2~/2~~9 13:25 6459 t"'AI.:lI:. - ~llllb THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL, TAX, OR OTHER PROFESSIONAL COUNSE;L BEFORE SIGNING. Counterproposal to Purchase and Sale Agreement This Counterproposal to Purchase and Sale Asreement ("Counterproposal") amend&. modifies, revises, and is incorporated for aU Purpo$es into the ~QPOsed purchase and sale agreement Of contnwt (toSither with any anac:hmenls or addenda thereto, "ContrllCt'') dated 0II'J0MI9 .." I' it.j between s.an Mortgege Servlc8llnc. ("Seller'') and COWER COUNTY ("Buyer'') relating to the sale IlDd purchase of the following described real property ("TrMsacc{on") loeated in COLUER County, FL . otherwf.se know L'!i 37~ 41ST AVENUE NE NAPlES FL 34120 (to~. with any improvements thc:n:on. ''Pronert'l''\. . Seller and Buyer agree as f<5Uows: . PRICE.: The "PID'chase Price" shall be S 74900 . "Barnelt MoJ!fY" In !he ~ount of $ II is due: upon Buyer', ICceptance of this Counterproposal 8I'Id is to be held by ....dl'uQ.,t:\.. 11 t4r . Earnest Money shall be In a form acc:eptable to Sl!IlIer, lncludlna cenlOed funds, oasbiers IU1d tellers checks, and money orders; cash Is unacCl!Iptablc:. NOTWnHST ANDING CUSTOMARY PRACTICES OR ANY PROVISION OF THE' CONTRACT TO T.HE CONTRARY, UNLESS OTHERWJSE PROVIDED IN THIS COVNT1!:'RPROPOSAL OR REQVJlU:D BY APPLICABLE LAW, THE EARN.EST MONEY SlULL BE NON~REFl1NDABLE, In the event the Contraet or thi, Counterproposal provides for the relWle of the Earnest MORIS)' to Seller. execution of this Counterproposal by Buyer wlfl serve as a written release, and the only release neccslllll')', for the escrow company or closing agent to immediately release the Earnest Money U 500h to Seller. · SELLER ~O.NgSSlONS: Closing Costs (not to eXQetd): seller-pald Repain (see below): L,nd8l' Requited Repairs: Homeowners Warranty Amount: Other 0 So $0 So So So Jf Sl!Iller has qreed to pay for the cost of IlnY repairs ("Seller-paid Repairs"), sener shaJl caulK' such Seller-paid rwpain to be made by oontract01'l dcsignatc<f and approved by Seller prior to the time tbtI T~gn is closed ("C1os!ng"), 1n the event CltlsinS dots not oocur, Buyer will be Rlspon&lble tor lUIY COlIta Buyer has incamd in connection with d1is Contract. Closing costs paid by Seller will be paid at Clomng and must be based on IlCtual, specified clmin. costs. At Closing, any Seller shall pay for the following treatments and . repairs, if . CLOSING; The' Closing shall be on or before 05182009 ( "Closing Date"), The "Closing Agent" will be - R..W.... S+\AM.+ ~tl~ 01: P-'f'..rS et or Buyer's dp~fn5U1'a1lc:e provider indicated in paragraph 16 below ~~1)c ~ TIME IS OF THE ESSENCE IN TIJlS CONTRACT. IN TIlE EVENT ANY PROVISION OF THIS COUNTERPROPOSAL CONFLICT IN WHOLE OR IN PART WITH THE TERMS OF TIfE CONl"RACT, THE PROVISIONS OF THIS COUNTERPROPOSAL WILL CONTROL EXCEPT TO THE EXTICNT SUCR PROVlS10NS OF THIS COUNTERPROPOSAL ARE CON'l'RAKY TO ANY APPUCABLE LAWS. RULES, OR REGULATIONS ('"APPUCABLE LAW"). IN WHICH CASE THE CONTRAct SHALl.. GOvERN ONLY TO mE LIMITED EXTENT NECESSARY FOR COMPLIANCE WlTR ANY ~ ~PPLICABLE LAW. Buyer's IDiflall# /1, ~ ~ "X'~ ...1....,nI~ Page I of 10 )" COWIcerprapoHl '.I'IIIc1tI..1IId Sllko A.,- 0Cl0?0/0Il '1 ~4/2~/20~9 13:25 6459 ~U.l 1 b The terms and COIldltions oftbe Contract are further amended, modified. and revised by this Countcrpt'oposalllS follows: J, llI!l!& Seller shall furnish to Buyer at Closing, either a special WIU1'aItty deed, B II.MeI.illl 1Iri~..Qt "'".~ Bill. dCtJd ("Deed'] necessary to conVl!IY Insurable tItle to thl!l Propeny. subject to the terrrI$ of the Contract and this Countl!lrpropo&al. Tf mote man one form of Deed will suffi ce far conveying [nsiJrllble title, Seller in its sole discretion may elect the form to use to convey the Property to Buyer, ......,- ~~ ~ 2. Conslchn.tlon or omn. Buycr ac:knowledscs that Seller may bave received offers prior to or may receive olfers after receipt of B1I}'er's current offer evidenced by the Contract. Buyer acknowledges that Seller may consider all oftbrs to purchase the Property, regardless o(lh. date of receipt, and that Seller may accq)t or reject an)' offer in Seller's sole discretion. Seller's qreement to sell the Property to BU)'Cf is evidenced solely by Seller'~ signature ot'this Countc1'proposlland no prior mal discUS$ions or repnlsentatiOT\ll or any kind by Seller, or its -sentll or representltfws, shall be binding upon Seller ...nlep set forth in this CounterpropoSal 3. S.neclal COIIdldons, Buyer acknowledges that Seller obtained the Property by f'oreclosure or a deed in IiIlU of torecloSUI1l, The Contract and this Counterproposal may be subject to the following1 (a) Ippr'OVlII by a private mortgage insurer; (b) repurchae of th~ Property b)' the prior mortgage ,crvieer or insurcr; or (e) !he ability of Seller to convey insurable titl~ as required by the Con1n!Ct and this Counterproposal. In the event that any ortlleS!! conditlonslpply, Seller in its sole discretion may tl!Irmlnatc the Contract and this Counterproposal and promptly refund the Earnest Monl!lY to Buyer as Buyer's sole end exclusive remedy. Upon s~b termination, Seller shall have no further obligation to Buyer whatsoever. Neither Seller nor lII\y of it. agents or l'CpTCSCt\tatiVC$ have occupiccl the Property and neither wmantl or represents that the Pfoperty or any alhlratiOlls or additiollll whi(:h may have been mllCle to the Propel1y confbnn to Applicable Law. Buyer bereby Icknowledps that Seller shall not be providing Buyer with a Real Estate Transfer Disclosure Statement and/or a certificate of occupancy with rupcct to the Property. Buyer, to tho extent permissible under Applicable Law, hereby waivClllDlY requirement that Seller furnish Buyer with any such dlscbure statement Indlor I certificetc of OlXlUJIlll'lCy and hereby releucs SeIter, and its S\lCClCSSOfS. IIlUligns, affiliates, direetars, officers, employees, owners, IgCJl(5, IIlId representatives from any and all liability resulting from the non-deljvery of such disclosure statement iIIldlor certl)i)C8.tll ofoceupancy. . BuYer'lIlnltlals~~~ MOLD, MILDEW SPORES, AND OTHER MICROSCOPIC ORGANISMS AND ALLERGENS (COLLECTIVELY. MMOLD"') ARE 'iNVtRONMENTAL CONDmONS THAT ARE COMMON IN RESIDENTIAL ,ROPER.TIES AND MAY AFFECf THE PROPERTY. MOLD, IN SOM!. FORMS, HAS BEEN REPORTED TO BE TOXIC AND TO CAUSE SERIOUS PHYSICAL INJURIES, lNCLUD.ING, BUT NOT LIMITED TO. ALLERGIC i\ND RESPIRATORY REACTIONS OR ornER PROBLEMS, PAKTlClJLARLY IN PERSONS Wlrn IMMVNE SYSTEM PROBLEMS, YOUNC CIDLDREN. AND ELDERLY PERSONS. MOLD ALSO RASBEEN REPORTED TO CAUSE EXTENS1V't DAMAGE TO PERSONAL AND REAL PROPERTY. MOLD MAY HAVE BEEN Rr.MOVED OR COVERED IN THE COURSE OF CLEANING, REPAIRING, OR JlEMEDJATTNG THE PROPERTY. IF SELLER, OR ANY OF ITS AGENTS OR REPRESENTAl'lVES, CLEANED OR REPAIRED 111E PRO.PERTV OR' REMEDIATED MOLD CONTAMJNAnON, SELLER DOES NOT IN ANY WAY WARRANT ANY Sl.ICH CLEANING, REPAIR WOlU<, OR REMEDIATION, BUYER WILL TAKE TITLE TO THE PROPERTY "AS-lS," S11B.1ECT TO mE ,PROPERTY CONDmONS THAT EXIST AS OF THE CLOSING DATE. BUYER IS FULLY RESPONSIB1UTY FOR ALl.. HAZARDS THAT MAY RESULT rROM THE PRESENCE or MOLD IN OR AROUND 1"JI'E PROPERTY. BUYER IS SATISFIED WITH THE CONDITION OF THE PROPERTY NOTWITHSTANDING THE PAST OR. PRESENT EXISTENCE OF MOLD IN OR AROUND THE PRoP!R.n'. AND BUYER HAS NOT IN ANY WAY, .RELlED UPON' ANY REPRESENTA.ll0NS OF SELLER. OR ITS StJCCESSORS, ASSIGNS, AFFILJATts, DlRECTORS. omCERS, l!;MPLOVEES, OWNERS, AGENTS, AND REPRESENTATIVES CONCERNING no: PAST OR PRtSENT EXISTENCE OF MOLD IN OR AROUND TIlE PROPERTY. ,c::;,. ~Ilv~} .'t!'.L'....{)f; ............0'""' ~Sdl"..I_~ Page2oflO ~~ CouII~ IIlI PutdlMo IIIIdSllc ~ O6f.'lMll l ~4/2~/2~09 13:25 6459 . . ,_'- -U.:J/.Lb 4. Personal Pr~~. Hems ofpenonal property located on the Property are not to be COl'l$idered IS part of the Propeny and are not incl\lded in the Contract or this CounterprOposal. Seller 1ttIIte$ no representation or warranty IS to the condition of, title 10, or encumbrance or any such penona! property, Seller shall bave no liability for any claim or losses Bli)'er or BU)'et"S SUCCMSOJ'll or IEsips may ln~ur L'!i 8 result of any condition or defect that may now or hereafter exist with respect to such personaJ property. No bill of ,11e wiD be provided It CIlIilng; provided. however, $eller shall provide tile I'IlIlftilllDM dOCUdtenbldoD neteSlary to tranlfer ..,....bIh .. ...._..... _ ....... an.b. ........,.. ~~ ........I....~ S. OcclIDled ProDem, In 1IIe event the property is occupied by one ot morc tenanb, Seller makes no representations regarding: (al the existence oh written lease agreement; (b) the term ofsucb tcRancy; (0) whether rem paymarts are current; (d) the lImount ofRnt that should be paid; or (e) compliance with nm1 control, registration, or other Applicable J..aws. !n addition, Seller does not hold any security deposits for any tenant and Buyer is solely responsibile to any tenant fur the return of 111I)1 security deposits and any intlrrest the~n. 6. II AS IS" COddltlon. Seller conveyS IlId Buyer aeeepts the Property la lIAS IS, WHERE IS" eGndltton at the tim, of Closlnc. ioc:ludlng 8dY known or hlddea def'eet1. Neitber Sell... nor an)' p'!'IOn .dlal as Ita _PDt 01'" npratJItltive II maklnl aay ~"""Ilti.. or repftleutllUons, tlttler UprelS 01' implied, II to the condltioft of tbe Property, B.fer lIeriby ttlpHl IDd agree. to bold hlrmlea Seller lod Ind IUi IUc:aaon, I.ips. _mllates. 'tneto.... OmClI'I, employe... o,,"ers, 1genn. And repruentlttves from IllY IDd .11 claim. or llabntty ",Itb ruped to tb. condition of the Property. Sellct', mO!t specifically, makcs no ~ or rl!Ipresentation lI$ to whether any utility scmce, including Willer, sewer. electricity, gas, and other such !Iervice ("Utilities"). serving the Property ::: ~u~r pr/ ~ BuYer'IIDltlalJ~~~ 7. Buver's Kitrbt to lalued, Buyer acknowledges Buyer's OPPOl1\mity to inspect and inve&tlgate the Property, either independently or through agents of'Buyer'$ selection. Any such inspection shan be made lit Buyer's own expense and shall be completed wilhin ten (10) days from the execution of this Counterproposal by Selll9'. Buyer shill rely solely on Buyer's inlpeCtion and ~yjew tQ evaluate the condition of the Properly. Buyer furth1ft' acknowledges and BiRcs !!tit Buyer (8 nat relying on any $tatentents or representatfoot made by Seller or Seller's agents or reprc:se:ntatives (including. but not limited to, information dillCloaed on the MLS) as to the condition of tbe Property, includina, but net limited to, ttle condition, stru<;ttlral soundness. IlDcl working order ot: heatinalalr conditionina systems; IClwagej roof; foundations; soils; septic systems; plumbing; lot size; suimbility of the Property for particular PU",O$ClS; appliances; Utilitiesj BlId any improvements to tno Property. Buyer further acknow1edses and aarees dlat Buyer is not relying on any statements or tepresentations mild, by Seller or Seller's agencs or representatives regarding whether the Propeny is in compliBII~ with.Applicable lAw. Buyer acknowledges that Buyer is I'C$porIIible for obtaining any inspection reports as 10: (a) the condition of the Properly and any appliances, structural components, heatinglllir conditioning systemJ. sewase, roof, fo\llldatiOJls, soils, septic systems. plumbin& and Utilities; (b) suitablIity for use of the .Pro'porty; (c) the prese~ of any toxic Ot bazardoulI subst$lees on the Property, inchl(fing. but not limited to, radon, ..beatos, lAd paint, or Mold; (d) any otber r.crors that would render 1Iu:: Property uninhabitable or dangerous to the health oftbe oc:cupan1:s; (e) whether the Property is in compliance with Applicable Law: ....d (f) any other factonl regarding the Property about which Buyer may be ccmcemed. Buyer's Allure to inspect the Property shall not alter or impair the understanding and agreement between Seller and Buyer u set fot1h In lbe Contract and dl.is Countcr]:lroposal. No inspections may be made by any buildinl or :coning inspe<:tor ot government employee without the prior wrIucn consent of Seller, Buyer'5tn~ti~ Page J of 10 dW Sel'''' ,,~ c_~ 10 l'w<:ItoIoe iIld Se.e ApeBnt 06130IOI ~4/2El( 2~~9 13: 25 6459 , I 1 F'... PAGP ~4/ 16 If1he Propctty hIlS been winterized Il.'Id Buyer wishc:s to de-wintmze the Property for the purposes o'B11)'<<'s inspections, Buya' must notify 'the IIstlnl agent identified bBlow (''Listing Agent"'). Only the Usting Agerlt may amnac for 5Uch do-winterization, which will be concluetcd It Buyer's sole cost, Under no c~ance shall Buyer d..winteri~~ ~ny, ..,....r..'""?"~ MJ;~ Buyer shaIJ indemnitY and fully 'Protect. defend, and hQld Seller, and its SUCQlSsors, assigns, affiliates. dirwdOrS, officers, employee&, OWIlm, agcmt5, and represcntaSlves, harmless ftom and against any II'Kl all 11laims, lIena, lOiS, damages, and COltS and expenses of CMlI'Y kind jd1d nalU,. (irn:ludina. but not limited, to lIftomeys' fees and court c:osts) that may be S\lS~ned by or mIde aplnst ScHer or its suc:cessors, &Ssip, llffllilttes, directors, offic:ers, employees. owners. apntl, and rwpniIHll.tati'VCSt or any damap to the Propcr1y or to any adjoining property, or any injury to 8uyer or CIY other persons thlt m.y r.ult or arise out of Inspections made by Buyer or i1:3 agents prior to Clcning. 8. B.unloas SUMtlDfll Buyer wumcs all risk of loss, dllllllP> or injllf)' that may llrise as a result of or that in any way may be connected with the presence in, on, or ,])out the Property of nclon gas, 1ISbesto8, fnOld, or any other toxic Of hazardous substance. III defined by Applicable Law and commonly undmtood (oollecti....ty, ''Haardo\l$ Substanc:cs"), Buyer, on bcbalfofSUYII'8l'Id Buyer's successors and assians, f\l11y and forever releesea. indtlrtll1ifies, llnd dtldlarp Seller and ita affiliates and their rapecti'YC 8\ICQaIOrs, assigns, directors, offlcers, lI'IIltloyecs, owners. splits, COfttr1lCtOrt, IIDd representlltl".,. (collectively, "Seller Indllmnificd Puties"), and holds Seller Indtnmific:d PlI'tlcs h.mess ivm and apInst lIIIY and all claims, dllD1lpS. liabilities, lossea. demands, private or gowmmental '*3Se5 of lCtion, apeoses, or costs (including w1tbout linitldiOl'l court colts, .ttomeys' ties, com of gowmmental invesUption. or cotta of IlI1viromnerual remediation), Buyer or BlI)'il'"s SUCCClSOI1 .m assigns may auk or incw .. a rault of the proscn.cc of HazardoU$ Substances ln, on, or about 1I1e Property, whethlt nOW or hereafter known, This provision shall survive deliwry of tile Deed and the Closing Date. 9.. Risk orLou. Prior 1XI Closing. SeUer ahall Illahalain the Property In !IIIlte:rially the SII11C condition as of the date of Soller's exClCUtion of this Counterproposal, exCllpt for ordinary wear ad tear. If"prior to Closing the Property is damapd, $eller II1Ily make repain to I'I5lore the propecty to the Amll:IOOd.ition II of the date of Seller', exec:ution of thisl Counterproposal. If Seller, in its sole dismetiorl, elects nOC to repair the Prop~. Buyer may: <a) accept the PmpIIrty in its dIn'IlIpd condition: (b) rc-negoti,* the PIll'Chue Price; or (e) tenninate the Comract and this COuMaj)lVJN581, In which cue the E8mest Money will be murncd to Buyer III BU)'Ct'S sole and exclusm remedy. UNDER NO CIRCUMSTANCES SHALL ANY INSURANCE PROCeEDS PAIDTO SELLER WITH REGARDTO ANY DAMAGE TO THE PROPERTY THAT OCCURS PRIOR TO Cl.OSING BE ASSIGNED OR PAY ABLE TO BUYER. Upon Closing, Seller shaJl be ,.lit'l'Cd of all responsibility and liebility for nintlining bllZlll'd or:tJood inJUlWllC8 on the Propatty. All such insurance policies shall be: terminated by Seller immediately upon Closina. and Buyer will be responsible fur ob1aining IIfl)' such insll1llf1Ce 18 well 85 any title insUl'll'lCle required by Buyer's lmllt. prior to Closing. 10. ra~1llM Prlee (Initial appliCllblt neUo1uj non-appllable sectlonssbould be ..rked UN/A"). m..-- _ A. &A:m: The Purchase Price will be paid in the form of _b Verification of mllds Jl!IQuired 10 r;:lo~ shall be provided to Seller by Buyer upon delivery of. Aally executed copy ofthls Counterproposal. lfthe Closina does not tako place on the Closing Dille due to Buyer's fililore to pro~de IlUh at the Closing or due to any other related reasons. including, but not limited to, Bl.I)IlII"s decision to obtain lender filW1Cing. both Buyer and Seller I&tCC that the Earnest Money shall be immedhcly released to Seller as llquldltecl damlzes u provided In p~h 19 below, .1;1_ _ B, LENDER FINANCING: Buyer may obtain finllDcing from the lender of BU)'er's choice. Within SeYmty-two (72) hours of excoution althis Countczproposal by Buyer, Buyer will eith_'PPly fur tbtanciDg or provide evidcrlc::c oaf"""'" '" Set... ~ ..,..._ ,,",o'oI'"*,. """""'...... ~ "'......... Buyer's lni . Seller's fnltials"F Page 4 ono ~pQPI'" ~Mod s. ~06I.lCMlI ~4/2~/2~e9 13:25 6459 PA~~ U;JI.Lb be provided to Seller with days of execution of this CtllIIlterpropoea). Except 81. otherwise pn:lvidcd in this counterproposal and to the ClCtent not restricted due to financing ilUlmed by a aovemmlllltal apney, BU)'CI' shllll pay for any and all costs lISSociawd with the IOllll lIPPlication proeoss, including, but not limited, to any Ipplication fee, appraisal fee. and credit report fee. J), SUl'ftY ad Other Colts. Buyer will be solely responsible for obtaining, at Buyer's expense. a survey 8llCIIptable to the title eomplll1)" or closing agent and any teoder. 1n the event Seller is required to provide mended survey coverage, as may be normal and customary. Seller will not be required to do so if such a required survey has not been so obtained by Buyer. Buyer ~a11 be I'CSpotISible for payina all other costs and expenses (including, but limited to, the fees of Buyer's atcomey) associated with the C101inS and not specifically required to be paiel by Seller by this CO\IrIter Pl"Dposal. 12. SettlemeDt/ClOlm'" The Clolins shall be COIl.~ in the office of the Closin,.A&ent or at a plllQe designated and IPPfOved by Seller. Howov",", Buyer may choose to purchase title insurance trom a different title insunmce provider ('"Buyer's title Insurance provider") at Buyer's sole expense, 115 provided. in plll'Jl'lPh I" below. a.,lng III an occur on or before tbe Closing >>.u and the Bdyer shan make ""'1' fffort to meet till. deadline. Should Cbt CJostug .sleDd beyoJld die Coslnl Date through ItO fa lilt ot Seller, Seller .ban be entitled to . $ D fee for Neb day the CloSiog Is SO extended. Auy agreement by Sener to utend the Oosl1l108te must be III ,,",Itlng. Notwlthmndlng tll. foregoing, If'the Clotlnl does Dot take placlI oa tile CJ~IDg Date due to ..y ranO" of Buyer, Seller nUhll the rlpt to terminate the Contract and this Countcrpropou1 ..d panu. tIt. remedies tOntilned ill rill Contrlld .nd thll Counterpr0p08aL The Transaction 1TlII)' not close in escrow without tile prior written c:onsent of Seller, 13, )'IIe2ItiY..e Sale Proeeeds. If unfbreseen judgments, llctl5, alIHSSmenu, HOA Assessments, or other such encumbranccs result in negative sales proceeds kI Seller, Seller reserves the right to tenni\'lllte the Contract and this CQuntcrproposaJ and mum the Earnest Money to Buyer IS Buyer's sole and eltclusive remedy, 14. ~ndOllS It ClOBIIIl. All taxes; condominium, planned unit iJevl!Ilopment, or similar community homeowners' association d",es and assessmenb ("HOA usessements"); and Utilities chargu shall be prorated to the Closin8- Tax prorations shall be based on one hundred percent (l00%) of the lul available tax bill or upcn tI1e loeal w: ILlIHSsor's I.-t valuation of the Property IIId the ourrent tax rate. Any s~ialllSsessmcnts that conmtute a lien on the PI'opetty l\S of the Closing Date and are pay.!)le in installments shall be prorated to the ClosIng Date and any inS1allment!l due after the actual date of Clo.slng shaJl be paid by Buyer. tn no evenl shall Seller be responsible for the paymeJlt of any unlevled 1S1IClsment PCndlnlll$ of the actual date of Closing. . HOA USe$SmentB shall be based 011 the assessment rate in effect as of the actual date of Closina. Any apecial asscssmentllflVied and payabll:: in installments shall be prorated to the Clcsin8 Date and my installmmtll due after the 8CtlJal date of Closing ShIll be paid by 'Buyer. In no event shall Seller be responsible for the PlJ)'1DaJt of any unlevillCl assessment pending as of the actual dllte of Closing. SELLER WILL NOT BE RESPONSlBLE FOR ANY ADJUSTMENT OF SEnUMENT CHARGES, INCLUDING. BVT NOT LIMITED TO, TAXES OR BOA ASSESSMENTS AFTER CLOSING, 15. Lender-Recmltfil RaDRln. Should any lender, insunng entity, or lovemmental .nO)' lIIqui1'c thllt certain I'Ipairs be made to the JJroperty or that C8J1aiftother conditiens be met. Seller. in its sole: disoretion. may comply with sudl requiNments 0I:1lelmIq,ate the Contraot and this Countcrpt'oposal. Furth." should any FHA Conditional Commitment or VA Certificate of'ReasoMble Value vary fi'om the Purchase Price, Seller, io Its sole discretion, may terminate the Contract and this Cou,*,rprQl)OSaI. If Seller elects not to terminate the Corrtnwt IUId this Counterproposal punuanl kI thIs paragraph, Seller's responsibility for any repllin required by Buyer as a result of inspection by Buyer, by a lender,or IS a condition Ht forth In lI.Il FHA Conditional Commitment or V A Certificate of Reasonable Value shall not cxceecl $ 0 . inclusive oflermite repairs ("Repair Limit Amount'. and Buyer shall be solely Page S of 10. ~~~~ S<I1.... ,.....* ~"'lo Pwdl.. omd su.~1 06n0I0I t1 ~4/2~/20~9 13:25 6459 t"'I-l\::ll:. ~6/16 responsible for my amounts exceeding the Repair L1mh Amount without lInY l'lIduction in die PUl"Chase Price. If Seller clCClbl to tmninste the Contfact and this Counterpropopl. Seller will retum the Earnest Money to Buyer as. 8uyet's sole and exclusive remedy Buyer's IDI 16. CODdttion .ad CO."lIWId~' 0' ntle. Sell all deliWI' ins'GJab Ie title end pay for Buyer'. owner's policy ot title Insurance from die title in.urlIIlCc provider cbOSID by Sener and indicated 'beJ.ow. BO'MIVer~ Bayer ..y clio.. to p.relIaltitle "..nDeI frulhBllyer" title ia'Drnce provlder,lgdlCllted below,.t BIIJ'Ilr'. sole SIP_e. In the oYCII1 BI1)'Wl' chooses to obtain an owner's policy and/or title lIXIm from the title insunncc pto~der ofBuycr's choice, Buyer sh.n order the SIII11I wltJlln l1u. (3) ~ of Seller'. executiOll of this Counterproposal: if Buyer fails to do lO. III objections to title shall be cIceml!d walwd. Seller shall not be responsible for I/IfY "pp" title insUJ'lltCCl CO\"CI1I&C and will not in III1y event provide IIfI 8t1ldavit of title or other similar d~ments in Mtich Seller Is requested to rneke rcpresentBtions or warranties with respec1 to title to the PrOperty. Jf Sellet" is unable to pl'D\lide insurable title, col1\'tY the Propcrt)', or to deli'llllr pos...sion ofthe Property lIS providld in the Contract and this Counterproposal, or if at the time of the dcll\WY of th" Deed does not confonn with the provisions of the Contract IlI1d this Counterproposal, Seller shall bear any nominal expense ri llSe TeBlIcnable effons to ~ any detiets In tltlc or to amW)' or deliver the Property as so provided. bllt i. under no obllption to UR exttaordlnery measures or CO blinS my actions Of proceedings in order to do so. If Seller b unable to so mnove any defects in title or to conwy or deliver the Property IS so provided within ten (10) dBys after Closing, (a) the Contnct and this CoUDterproposal shall tmnue end Seller wUl mum the Earnest Monl!l)' to Buyer.. BUYIlr" sole IiIOd exclusiw remedy, or (b) Buyer may, by wrtnen notice on or befbre the Closing, walve any objections to Seller's inlbillty to so I'llInOVC eny dcfCC18 in title or to COl1YC)' or deliWI' the Property .., so provided, For plll'1>>OMI or tIIi. panlnapb Seller ,haD be deemed to bt Ible to COIIvq IOI.r.bll dUe 10 BlIYW If. I'llputllble tide iDs.raaee compa.y will 81Idennttc . title insurace policy lnnrilll lblt tide to tlte Prop-rJ 'WID vat .u Bayer al or 'be Coal.C. Seller + Buyer '0 provide tHlel.,anate ) Seller', dtle '..5uralle prvvlder: 02/1) (Z31 . Pbon.:~Fax ~~.. 19'& 1!3~~~ ~4' Phone: Fax Bu,tr'5lDltllb 17. OeaIDIUII&!Y 01,,9\\ f1oDertv. Under no drc1UDlbnca will Buyer be .Ilowed to OCell py tile Propl'l't)' prior to Closba.. In the ewnt Buyllll' viollltCl dais prohibition, Seller will ewil i1self of a1llcpl remediu. In the event Buylll' lIItm or occupies, or permits any other penon to altrr or occupy, the Property prior to Closina. Buyer sha11 be In mererial chdault under the ContnM:t IlI1d this Counterproposal. in which case Buyer shall fbrfirit the Earnest Maney IlDd lIlY rights to the Propert.)', hOW(Mll' altered. Arty la(lCells to the Property prior to Closing is prohibited unless llCClOmpIDild by Seller or Sen..'. agent or unle81 Qtbmvise aareccllO in writjne by Sl!Il1er , 18, IYsL A. er'. Rip. to Coatest 'fIIeI, SdIet shalll'law the unrestricted right to contest the amount of on to pay lID)' lid valorem onaI property taxce, real or pcnonll property lIS~ AsSClSSCl1'ICll1ts (~lIectjwly, "ContllItcd Tllxcs"'). for any pcII"I Contested Taxes lIR or Icviocl (8 '1"'Bx Period") that Includes or prtC<<les the DlllUaJ date of the CIOldnS (the "Clo. '. Sen.. may contCl$t the Com.te4 TIlXll$ by IInY judicial, administndiw, or other prqc:ess that Seller In its sote discret' . by Seller, Buyer shall join In IIIlY . proc:eecIlni to contest the C IS to tho ~ necus..,.. to pc:nnit Seller to I'D' under the COl1tfaCt md this Cow ler .hall have no duty to contu1 the Cont'" TIIX. and JnI)' discoiu, 'Ie teso)ve er relllting to Contested Taxes inwhatcwr snamer or under 11'I)' terms Seller elects In it ,ole discretion. ~;'I"~ . Soll......lttaI~ p.60f10rr~L~ C~lloulllll'n"""_S.~~ ~4/2~/2~~9 13:25 6459 t'AGE- ~7/16 B. Entitlement to ReftlDd. Any refund of ConteJted TlXes for the Closing TIlX 'mod or IlI1)' prior pllid ta S I er here imMlClbly aulps to Seller any right, title or i . 1M In any refund of Contested TaIlS for aU such TIIX Periods. wbBtlM:l' cndomnlenU or ather clowmcnts thIIt may be noccssllY to accomplish the reftmd 0 TlXes to Seller. PrOVl .thstlndlne anything in the Contract or thi, Co contJwy, Seller shllll not be entitled to Bny I1Ifund of Co "s attributable sol 1m" in land us. or ownership oflle property occurring 011 or after Closing. all ofwblch shall be' uyer, t" ~ In the event Buyer der.lIlC1lD tbe perfonnlDW of tile Conb'8lct or Chi. COllnterpropoul, the E.mett Money "'an be plttl to Seller I. lIq.tdaUd damaca ror. among otlIcr t111.p, the addldoaal eost or carryt"l tb. Propert)' ..d lost JdaJ'kednl time, botb or wbldl Buyer aad Seller Klmowledp and agree are dtftlevlt to cllcullde. Said liquidated dam.lpS shall not be conslrued or decn'Ied to coJ15titute a pcnlllty and the risbt liven to Scillerto retain the elU'l1estMoneyshall n01 constitute Seller's s~lc and ma:lusm: remedy. In the event item A in parl;ll'8ph 10 abow is inltlaled, Seller ill materially rcJyin& upon the rcprosentation in said panIgraph lOA abow to tM effect tMt Buyer will be J)UTChasinl the Property . an a11-'C8Sh transaction without third pBrty financinS. B1I)'er subsequent election to purchase the property with third-pllft)' financing rldber than on an all-Qllh basis 81 indicated abo...c shall constituW. trIalailll default under this Jl'U'IF8Ph IN THE EVENT SElL.ER DEFAULTS IN THe PERFORMANCE OF THE CONTRACT AND THIS COUNTERPROPOSAl., BUVER SHALL BE ENTITlED T A RETURN OF THE EARNEST MONEV AS BUYER'S SOL.E AND EXCLUSIVE REMEDY. B Dycr's ballt. 10. IDdallatlml of New Loeb aDd Tnnsfe'r or utlntlel. Buyer shal.l be responsible for tho InsQIIlation of new logks Iftd the tnuJsfW of all Utilltlm on the Property Il'/l7lediatcJy after the CIOIring, md Buyer shall hold hannlcss lUId indlnTl'll fY Seller 8J1C! its IUcalJSOB, assigns, aftiU_, directors, om""" employccs, ownen, aemu, and representlth. from and apinst lift)' and all d8lnl.lOS, cl~ms, liw, losses liabilititll, COIlS, injuries, attorney rea and expenlll$ of 8YCrY kind md nature that 1m)' be made apinst Seller BI1d its succesSCIf$, aasip, afli1l8lfe8, dirc:etors, of!lc'An, cnployeel, owners, Ipnts, IU1d I'lIpI'CRntatlws III . mil It of Bu)"Ilf's ftrilu\"ll to install new locb or tJv.nsftll' all Utllld.. on the Property. Buyer will baw all Utilities aud bomeownel'l' servlCll$., III well lIS any HOA Auc:ssemcnts, tnInlIferred into Buyer's name 110 later than the ti rst (1") business day fullowing Closing. 811)'cr also will be rer:ponslble for payment of any Utilities char.. Of HOA APIlSSments jnc:urred abr ClosinS and foT ensuring that In)' Utilities or homeown~' service, including fiCA Asseaemmls, jn the name ofS"lIl:1l' or thc Uating Broker indicated below is tn!lnst'erred entirely jntQ BlI)'Ct's name. B OARD OF COUNTY, COMMISSIONERS Wltneu COLLIER COUNTY, FLORIDA ,~ DONNA PIALA, CHAIRMAN 4/'~09 ..'1'/ () , Date ~d4 Bayer SelIIIII Broker Date AcJaatwledp: Date Lbdnl Broker Date 11. ASllnlbtlJtv. Buyer 1T1IlY not assign or tnmifer the COr1t1'IIl:t or this Countl!1'proposaI without Seller's written appro'Yll1. Seller may N$ign or ttansfbr the Contrac:t and this CountapIOposlll without Buyet's approval 3%. Perform.D~ The eeeptllncl or flit Deed by B.yu ,"all be detmed to be a filII performance by Seller under 'be Contnet aid thl. COllnterpropolllll. ,,~ .."". "'.~: ':: ,', , 1k ' :.' c~ ~t.:i:I,I,\ "" . '~ayll'.' IDltlals ... ~~... ".' : """p"v",; , , BU)"Ilf'slnitiall:9- AS TO /~~rv~~'~~A~~tf15 ~lnitia p~ 7 of I~ ATTEST: Dwi~ ~i:i~:)$.ROC!(~..gCl';J:'k ~}.. ..Ii;!."l"" ,,,":.~,,:,. c~a1"JI\n'-IIlIlISI1c"__OCl/>>'OI ~~." ", I'~ :-;,f ",";,CS" ','" . "~-;:' . .," s.',~":' · . ,~. "" Deputy Clerk .,~... ,~c..,.. 0\ 04/2~/2~09 13:25 6459 13. BW Estate Broker Commissloli1a The total commission payable by Seller pursuant to the Transaction shall be:!.-% of the grou putchse Price. The closing agent \$ authorized lIl1d dinded to PII)' said commission fi'om the sale proceeds It Closing as per me tcrtn$ of tbe Commission BlUkdown Pann to be provided by Seller. No real estate broker commIaslons shall be paid. unless tho Clo&ing occurs and title to U,e Propert)' passel to B1I)'CI'. 14, Addltionl Prnvlslo.... Buyer IUld Seller approve and IKlcept,1hls CounterpTOpopI and acknowlcdg,e and agree thlll this Counterpropoaalls a legally binding ~ and is r'nBde part of the ContraOt in like pnner IlIlf'!t were directly set forth thlnlin, All other tenJ'lll and conditions of the proposed. Contract shall remain the same. 'The terms of the Contract IIIId this Counterproposal shall s\l1'Yi\IIC the Closing. 15, AttJachmebts. Anyattacbtrnent or addendum tothi. Counterproposal hereby is incofl'Onlted into this CountC'lproposal for all p1.1fpOSeJ by tbis reference. Atttlchment: Lnd R.S<<I P.lnt Disdnlun Addendum, 16. This counterproposal shall sKpire unless accepted in writing. by Bu)'IlT and Seller, U evidenced by Cheir signatures below.ltld the .Offcrins party to this document rocclved notice ofsueh acceptance on. "-~... . BOARD OF COUNTY COMMISSIONERS ..' l ~~~ ~ )\~ ~~::~Im~~ ~L("_, . . BUYER Date: AS TO COUNTY: DATED; If'6'~Woq Appro ~t;d a8 to 10r'1 & Ie It s~ClenC!l J"" t(; ,""' , t.> R ,:...--- CQuntv Attorne" CLERK .:,l 82rtl:'$lJ4n~_ PB~PoftO Oh'~~ ~.......$ C~1lUI1O """'_ aMt Sale ~QlI'J~ ~ - PAGE ~8/16 ~,.otS ) ~C. ~4/2~/2~~9 13:25 6459 PAGE 1:::19/16 LEAD -B~ED PAINT DISCLOSURE ADDENDUM y,d W.raba, Statanud ''Ewry purchaser of any in~ in ruldentiaJ real property on whicb I residential ~welJing wu built prior to 1978 is notified that sucl'l property may present ecl'OSure to lead tom lead~based paint that may place young cbildnn at risk of dew:lopinS lead poisonin;. Lead poisoning In young dUldren msy produce pertrMeM l'lcurolouical dlU'Nlp, i:nc1udlng Itllming disabilities, reduoed intelligence quotiCllt, behavioral problems, and impaired memory. Lead poisoninl .Iso presents. risk 10 prepant women. TIle $tUer'of lIII)' intel'e$t in midential real propert}' is required to pt'()'l/jr;le Buyer with any Infbrrnation on lead-based paint hazards tom risk assessments or inspections in che 5eller's possemDn 8l:\d notify the buyer of any known lcad-based paint hazards. A ri$k assessment or inspectlon for possible lead-based paint hazmds is recolTlmCllcJed prior to purehue." Seller'. Dildos." to Baver Bovel". ~lmowled~ x , c. Buyer has I1l8d tbe Lead WlI'Iting Slatemant aIxm and understande it. contenb. D, Buyer has recei~ copies of all infonration. including any recorclt a:nd nIp01'tS Iistod by Seller abo\'!!. E. Buyer liD recef~ the pamphlet "Protect Your FIlllIIy Fram Lead in Your Home," F. Buyer ICknowledges federal law requires that before "buy,", is oblipted under Ill}' contract to buy and sell real C5t1de, Siller shall penni.t Buyer. ten (10) calendar day period (unless lIM pttties mrtuaJly aarec.ln writil'l& upon a ditren:nl period of time) to conduct a risk assessment or inspedion for the presenee ofleld-based paint aDdIor lead- based paint hazards. G. Buyer, after hlMllI r'C'Yiewed the conf.ln13 of thlJ Addendum, and any records and reports liMed by Seller, Itas elected to (check one box below): ~ Obtain a risk IWCssment or an inspection ofthc Property for the presence oftelld-bNed paint and/or I_-based ~t haardll, within the time limit and under the temI8 of the Contract and this Counterproposal. or At bNzAc; ~ ~ U Waiw the opportunity to ocmduct . risk ilSSe5sment Of inspection for the pl'e5flIIQC of lead-based pahlt UIclJ~r- lead-bued JIIIint huards. ~ . B~'t'1t- Sd~""'I~'~ 11: Page 9 oft b C~1lIII1O PIR"" IlId SIIle ~ 06I301C11 ~4/2~/2~~9 13:25 6459 PAGE 1~,..o RMI Eltate LlcieDlee'. Adut~lec'hrDl...t Each real estate licensee 9tgning below admowledps ~pt of the above Sell.'s Disclosure to Buyer, hu informed Seller or Seller's Obligations, llnd is aware O(Jicerllc:e'. responsibility to en&ure c:ompliaDClI. ~lP1!ti~tiolll cwI" A<<aral!'t' I celtilY that the smtenlllllt 1 haw made are aceunIIte to the best of' my knowlqe. , S~~* ae 5,8AJAlol2L( .BtOc..~ ~u.J Dtte B~f^ c1 ~ !<).~ S~J4~r ~#/))B...~rfi Sclltt's (Lilltina) Agent Date Buyer'll (Sellin&) Agent Dato * BOAR~F COUNTY COKMISSrONERS COL COON'.l'Y, FfoRJDA ',~ c;1;4 DONNA FIALA, CHAIRMAN AS TO COUNTY:' DATED: ~ -1.lr8 ATT~S~~':QMi,f.F',. B. BROCK, Clerk of Court " 'f.."""""""0,.4'0"" ' ". ..' ...,~...., .', .:"! .... puty Clerk. P2ge 10 of 10 ~~ ...,....In.;:tt: Co~",'_ III ~K...... R,* ~ 006'IllI . 04/20/2009 13:25 5459 OFFER - 3744 41st Avenue NE PAGE Page 1 of 1 Adrian Petrlla From: BlgelowGary [GaryBigelow@colllergov.net] Sent: FrIday I April OS, 2009 6:24 AM To: contracts@ProsuttsRealty.com Cc: motU: RussellHans SubJect: OFFER. 3744 41st Avenue NE Imponance: High Dear Mr. Petrila: This email is to serve as Collier County's Letter of Intent to offer the fullUst price of $74,900 for the propertY located at 3744 41 st Avenue NE. We 8re committed to advancing this process with all due speed, but please understand that we are a governmental organization operating under a specific Federal grant program. and our steps are more exacting than the private sector, However, we offer guaranteed closings on your property In an "as is. condition with no contingenoies other than normal title and environmental concerns. Please know that Collier County is seriously committed to this program and it is our hope that your principal will commit to our offer. If you, or your contracting lending institution, have any comments or questions, please feel free to contact me at your earliest convenience. Should the lender be agreeable to our offer, kindly advise whether they will be providing their own form of contract. or would prefer that we provide our form of contract- Thank you very much for your kind consideration and valuable time. We look forward to your response. Sincerely, qa.rg13ige[ow Property ACQuisition Specialist Collier County Real Property Management 239-252-8073 Please note: Florida has a very broad public records law. Most written communications to or from County officials regarding County business are public records available to the pUblic and media upon request. your e-mail communications may be subject to public disclosure. 4/312009 to the Contract dated O~ '-f /.}.O IJ.OD1 Addendum No, 2 Saxon Mortgage Services Inc. and Collier County concerning the property described as: 3744 41ST AVE NE, NAPLES, FL 34120 - ~IIII ~ between (Seller) (Buyer) The closing shall be on or before OS/29/2009. (the "Contract"). Buyer and Seller make the following terms and conditions part of the Contract: BUYER: DA TED~ -5"J;"J ? - () ? ATTEST: DWIGHT E. BROCK;,Clerk . ,.".~ , . " 011 .1...... 0.... Da;:: :: Date: ~ Buyer: Buyer: Date: Seller: Date: Seller: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: @'1><J-> 4~ Don a Fiala, Chairman ~ 5 e e 46()vfl..--.--- ~ This form is available for use by the entire real estate industry and is not intended to identify the user as a REAlTOR. REALTOR is a registered collective membership mark that may be used only by real estate licensees who are members of the National Association of REALTORS and who subscribe to its Code of Ethics. The copyright laws of the United States (17 U, S. Code) forbid the unauthorized reproduction of blank forms by any means induding facsimile or computerized forms, ACSP.2a Rev. 6/94 <<:>1994 Florida Association of REALTORS<Jl) All Rights Reserved [BtEl RfAllOlf :rr:.":'::\"l ITEM NO: 01 - \2-fll- -or1 (x:) FILE NO: OFFICE OF THE !~OIJU. ~I \.' .'Ll.....-r. (..'.. ".. '..~.. I f.'.:\., DATE REeE VEh:I' F'j\" , L .. :) f'1" r,. t r l":.' rfj J" ,0 ,..,........r ROUTED TO: REQUEST FOR LEGAL SERVICES DATE: May 19, 2009 FROM: Office of the County Attorney if Heidi Ashton-Cicko · Cindy Erb, SRIWA, Sr. Property Acquisition Specialist Real Property Management Neighborhood Stabilization Program - 3744 41st Avenue NE TO: . SUBJECT: BACKGROUND OF REQUEST: ACTION REQUESTED: Please review and approve. Closing was scheduled for May 18, 2009. We just received an executed HUD form which differs from the one you had signed. We need to determine accuracy prior to your review and approval. Also, Finance will be requiring documentation showing the closing extension. ~ / Please review and advise if acceptable. \ ({\ ;f- / \U\\ ~yv ~ ~\ 4;1 r-\ ~i' if / ~()() r ~<' · ,~ ~a ~v! '(\ ~ ryiJ ~ 'v :i. ~ . ~ 'lfJJv- \Y'V Thank you. ATTACHMENTS: As stated above. This item has not been previously submitted: OTHER COMMENTS: Thank you. MEMORANDUM Date: May 19, 2009 To: Gary Bigelow, Property Acquisition Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Saxon Mortgage Services Inc. (.orrfv&ef--- for 3744 41st Ave. NE, Naples, FL 34120 Re: Enclosed please find the originals of the documents referenced above, (Agenda Item #10F), which was adopted by the Board of County Commissioners on Tuesday, March 24, 2009. If you should have any questions, please contact me at 252-7240. Thank you. Enclosure 04/20/2009 13:25 5459 r-o-;~'_ _. _ 0 . . . - "As Is" THIS FORM HAs BEEN APPROVED BY THE FLORIDA A.S$OCM 1" PARTIES: lIax()n Mor~"age Se;rvice!\.a. Inc _ rSeller"), 2* and (:alUU CouAty jBuyer"), 3 heretly &gIBe hi Seller shall selland Buyer shaI1 buy the folDWingdeecrlbed Real p~ and Personal f:lropetty (c:ollllCtively .Property; 4 pursuant to the terms and conditions of this Oontract for SaJe and Purchase end any riders and addenda ("Contract"): . 5 I. DESCRIP11QN: e+ (8) L.eg$I desc:riptlon of the Reel Property located In COLLI" County, Florida; "' .,. GOWD QAD BIT UJt%'l' n _ '75ft 01" 'tit lot oll &25 .g U 8* (b) $trel!lt adclre8e. (llty, zip. of the Property: 3 ft. un AVI .. . JWILB11 PI. 9 (0) Personal Propeny 1nc1ude8 exI$tlng range(s), refrlgetator(S), dishWaGher(s), ceDIng fan(s). ~ ftxtuf$(s), end window treatment{sl U'Aeas 10 specI1IclIIv excluded below, 11" Other Items ltdJded are: 12" 13. Items at PelSOnal Property (and teesed Items, Ir any) excluded En: '4. 7.,'00.00 15* II. PURCHASE PRICE (U,S. currency):... ... . . . ,...., ,. . . , , . ,... . .... ... ..., . ... , , ... . , , ,. , . , .., . S 16 PAYMENT! 17" (a) 0ep0sIl1llld " f!IICIr:JN by ("~ Agert'1 tt 1hlllllnount of $;h8Ckleubjetl to cIelIrIJIoa) $ 18' EsCItYN Agenl'Uddress: PhonIt: 19" lb) ,t.ddtlgnel eacraw depoett tl:J b8 mede tg eecrow Agent wtthln ..!L days eft8r Effectt.lv oete In the amount of. . . . , . , . . , 20"' (c) FtnIInCIng In !he BmOUMl 01 ("l,gsn AmoUnt") see F'anlg1'Iph 1\1 tllillaw . . . , , . , . . . . .. . . . , . , . . . . , . . . . , , , . . , . . . . . . . . , 21'" ld) 0ItlIr. . , .. . . . . . . ... , . . . . , . . . . . . . . . . , , , . . . . . , , .. .. , . . . . . . . , . , . ,. , . . . . . . :. , , . , . . . . . , . . , . . . . . . . . . . , . 22 \$) EllIllInal to dDee by casn, wn tnIIt\8f8I' Of I.OCAU.Y DRAWN clJShlfilr'IJ Of DIIIclIII bal1k cheok($l. subjeCt 23' tQadt-Jlltmen1sorprQ~. ,...... ,.".. .,.. .,. ...., ........,.. ......... .."... ,.",.. ".,,,. ,., ..", .,..' S 24 In. l1ME FDA ACCEPTANCE OF OFFER ANI) OOUNTEROFFEAS; EfFECTIVE DATE: 25 (8) If tN, errer Is not exeou\8d by 8I'Id deJverad to all pSll'lklB OR FACT OF EXECUTION ocrnmul1leeled i'1 wrItt'og beIween the partIes on or 26. b8fote 04/17/2009 , tf'te deposh(s) will, at BU>9'8 option. be retu'n8d 8ncI thls a1f.. withdrawn. Unle88 other" . 27 wI88 sl8l:8d. the time far ~Cl8 of .." counterDfferS 8haII be 2 day$ from thtI date the counteroffGr II dellYered. 28 (b) 'T11e date Of oontrect rEll8Ctlve DaW) wi tle the date when the last OI1e of the Buyer fJl'ld Seller hell SIgnecI or 1rl1tlal8CI thlll offer or the 29 final counteroffer. If sUCl'l date 18 not Q\tIeIWIae set forth In thlt Contract. then the "Effective OSten 8halI be the date determlnOd atlOVe for ao acc;eptance at this ok or. W applicable. the ftn8I oounterolhr. 31 tv. FINANCING: 32" . (a) This Is a cash tnnedlOn wtth no contingencies for nnanclng; 33* 0 (b) ThI8 Contract Is conIk1gri on EkJyer ~ wrIIlen lcen commitment wttiI confttms und~ Io8n EIPJlrOY8I for a ban to ~ 34' the F'rq)erty ("Loan Appl'CMll") wtil _ days (1/ blank. then 30 dsvs) after EIIecIIv8 Cere ('l.oen ~ Data' for (CHECK ONlY 35. ONE): Q a 1bcB<I: 0 an adJustable: a 0 s"" Of ~UIlt8bIe rate 108n. In the Lo8ri Nnount (See Paragraph 11,fe)) at an 1rItIaI1nf.8r8Sl rate not to 36. 8)(CQ9d 9(., n fOr a term of _ yen. ElJyerwl me'- sppIlC8tlcn v.tIhIn ~ dEt;s (If blri:, then 5 days) after E1fectlw Date, 37 BUYER: Buyilf sh8II use ~ dllgence to: obtain Lean AppIOY8I; notify 8IJII8r In wrftIng rI receipt or Lo8n AppnMd by l.cwi AppnMII 36 CtIt8: satISfy remte of !he L.clen ~; and cIo&e the IDIII'l. Lain ~ which r8CJlIl1!S a concIt:Ion r&Iat8d to !he _ of 0Iher pror;lllrty ltlllIl 39 not be deemed lee" Appl'OYlll for ~ of this ~. Buyer eheIII pIiI'f alllcen 8lCpI!IIMl. Buyer authOl1le8lhe rnortgege broker(sl end 40 lerlder(s) to dlscIose InforTna1lon regMlIng the condItIOnS, status. EJnd prog8lIG of IoIIn appllc:atlor1 end LoBn AI:lprQwI to SeIer, Sellr'fI attorrl8Y. 41 real estate 1icensee(S). aI'ld CIo$lng Aget\t. 42 SELLER: If Ba,PJ8I' dOeS not c:IeIMIr to 5eIIer 'NIttten nolIOEl Q/ I.OGn ~ by J..oen ApproYaI Dele, SeIer ~ thenlsfter cancel this Contr8Ct by 43 deIwrlng w1tten notice ("SeIIer'G CancellatIon NotIce") to ~. but not lallll' then !KMln en days I'b' to ClosIng. seIer's C8nceIIatlon NQtbiI shaI 44 I'lCllIfy Buyer that SlMr haS !tree (3) ~ to delver to SeIer \Mitten nob WI'M'lg ttR FInancIng COIltIngency, 01' the Contract shaI be canoeIIed, 45 DEPOSIT(S) (for pIIrpoeiM of this FlnendnG PiIragnlph IV(b) only): If ~ hils used reIl8CI'GbIe dllgenoe but d0e9 not obt8Jn UWl ~ 46 by Loan App'QIIeI om, and IhenleIter either IXI1V eIecbI to ca-aI ttis 00ntnlIct, !he dBpo8It(s) 8hBIl be riltUmed to Buyer. If Buyer obll*ls loan 47 ~ or wat\IeS tIi8 FlnencIng oontInget ~ Ilf1d th8resft8r fhe Contract ~ not cIoee, then \he depoeIt(8) shBI be pelcl to SlIl1er: pmW:ted haw- 48 lMlt'. If the feb9 to close Ie dus to: III SeIer's falIre or ICIfu8aI to cIcse or SeIer otherwise f8lIs to meet lh8 terms of the Contract. or (II) 8uy(n lender 49 fals to ruceNe enclllJlPlOY8 an eppreIeBI of the Property In an IlmOU'1l 8UIIcl8nI to meet the terms c:l the l.J:lcrl AppI'CMlI, hn the ~ sh8Il be 50 n;IIumed to Bl.r,'er. . 51. 0 (e) Assumption of eldstlng mortgege (see rider for termsl; or 52. C (d) Purch8se money note F.'9 mortgage to SeI1er (see"kJ Is. Standards B end K 8I"ld rtders: addenda; or speclal cJauses for lerms) , 53" V. TITlE EVIDENCE! At least lJ:I;.. days '(1/ bIIr1k. then 5 d8y8) before C\OSi'Ig e litis ~SI.IlII'W commllmenl wIIl'IlegI:lIe cgptee of nstMT18nlS listed as 54 exceptions attached thereto ("TltIe Ccmmltrnenl") encl, 8ftgr Closing, en QWn8f'S pOley of 11lI. in&ranCe (eee Standard A for terms) 9NI be obtahed by: 55" (CHECK ONLY ONE): a (1) ~. ~ Seller'!! ~ and dellver\ld tl:I Buyer or auyer's attorney; or 5~ " (2) Buyer at Buyer's expense. 57'" (CHECK HERE): 0 If an ebstract. of title 1$ to be fumlllhSd InStead of tlt1e Insurance. and ~ rider for terms. 58. VI. CLOSING DATE: 'ThIs transactbn shaI b8 dosed ant1 the doek'lg docLrrB'rt8 dellYeredon O!l/18/200' ("Cb8lngj. lJ'lless 59 rnodIftsd by other pI'O'IIslons of this Ccrltract. In the even c:A extreme weather or other (Xll'ldItb'Is or Mr1.S Ca'lStIIulhg "foR::e mejeur8", CoIlIng 'h1II be 60 extendlld a ~tIme 1.1I1I: (I) restore:tlon of utIlle& encI QtI18r seNIc:es ~ I\) ClosIng. tnJ (l) sveIIebllty of Hszsrd, WInd, F1oocI. or HQrneoWnerv.' 61* h;lranoe, If 8UOh QOl1dIIcns ~ mcint ttlerI_ days (if bIsnk, then 14 de.y&) ~ CIoeIng Date. then eItt1er party iTIft.J CBral this Contract. FAAIBAA ASlSo2ll Rev. 2108 C ~ F10rIda ~ of ~ Bl"Id ,..,. P1rJrIda 8Ilt All FUghtll AeeeMld PiIge 1 of 5 --..A. !rhi. .Qt:t~. i. llc.AlJecI to r'l'I'.:i- ..11.:1'11.. pro.ult. ....It)''J _.~~IIDIJIICt;ioa.d..ll.co.. ___V- $ $ $ 1,000.00 .OD .00 73.1100,00 04/20/2009 13:25 5459 PAGE 13/1b 62 VII. RESTFlIC"ONS: EASEMENTS; UMrrATlONS: SeIer shEll comey markatable tIlIlil slbject to; oompl'1lhenSlVe land U$8 plane, zoning. 63 reetrlctlons, prohibitions and other rsquIrementalmpOSed by QlMll'M1Elnhll euth011tyi restrictions and matters appearing on the ~t or otherwise f34 OOIl'IT'I'lon to the dxlM8lon; outstanding oil, gas snd rnInerell1ghts of recon:I without ~ght of entry; unplat18d public utility easements of record 65 (located 9OntlguoU& to real property Bnes ancl not more therl1 0 fllllt In wldlh as to the rear or front lines &I'd 7 1/2 feet In wldth 88 to the 9Icle 66 ih9S); taxes for yeer aI Closing aid sub&8Q\Jent'year5i and assumed mortgages and purc::has& mongy ma1gegss, If &rrI (If add1t1onalllems, see sr eddenCltm); pI'QIIlded. th8t ohlre eMllltlll et CJIeEIlng PI, .lBIBtlef\ ef tM81efell ~!I1ft!f none pT9VlIf1t use of the property for air purpoee(B), 69 vm. OCCUPANCY: Seller $hllll deliver occvpancy of PrtlJ;Iarty to Buyer at ttme of C10mg unIISS otherMs8 stated h8Rlln. If P!QpertY 18 Intlilnded 70 to be rented or OCCUJlIed beyOnd ClosIng, the fact and terms thereof EI'1d the teMt(s} or ocr;up8'Its shel be dleclosed plI'8IJ8I'1t to "AS IS. Stardard 71 F, 11 oc~cy is to be delivered before etoslng, Buyer asstml6 all risks of loss to Property frQm date of ~ancy, shaI be respOnSIble and lebIe 72 for melntenancB from that date, and eheIl be deemed to have B<X:eIJtSd Property In Ita exlstlng condition as of tme of taking QOOA)8I'lCY. 73 IX. '1'YP!WRITTEN OR HANDWAITflN PROVISIONS: TypewrItt8n or handwritten p~sIclr\!, riders end addenda shall contltll sI pt1nted pro. 7'4 Wll0n5 of this Contract In conflict with th8ftl. 75" X. ASSIGNABlUTV: (CHECK ONLY ONE): Buy9r Q may assign and ther8bY be relea$Sd from eny further Il8bII1ty \J'lder this Oantract; Q may 7a. assign but not be releesed from 1labII1ty '1J'1der tI1Is Contract: or" may not assign thI8 Contract. 77 XI. DISCLOSURES; , , 78 (a) The Property may be IlUbIect to unpaid l;1p8Clel asaessment lIen(s) ImpoSed by Ii pubiC body r'Fdlllc body" cIoe8 not InducIe a 79 ConClomlnllXll or Homeowners'IlSSOClatIon), $l.lOh 1en(6), If any, whether QCII'IIl'led, oonftrm8d end ralIf18C1, pending, or p&yBble In Instalment$, ecr ae of Closing, shan be petd as fOllows: 0 by Seller at dolling 0 by Buy" (if left' ~k. than Seller at CIOlIIng). " the SIl1O\M1I 0/ cmy 61 86SGSSment to be paid by Seller hu not been finaly determined e.a of C1osng, Seller sh&II be charged a1 Closing an amount equal to the 82 last il&tll'n8te or assessment for the ~nt by the pubic body. ' S3 (b) Fl8don Is a na~ oocurrlnQ nlIdioact1ve gas that when aooum~ In a bullcllng In GUfllclent quantities may present heeIth riskS to per" 64 sons who DI9 8lCpOMd to It OWl tme, L.evele of radon that exc88d fednI and state gufdOln8s have been found ., bul1dk1gs In Flortda. S5 AddltlonallnfDrmatiOl'l regarding radon or radOn testing may be obtained from your county Public Health LI'llt. B6 (e) MOld is naturally OCCU1'Ing and may C8U88 heahh rl$kS or damage to ~ropertj. If Buyer IS concerned or deBlres eddlllonallnformatlon (f7 regarding mold, Buyer should eontad en epp'Opl1ate profeesIoneI, 88 (d) Buyer ad<naWIedgea I9Q8lpt of the FJoI1da En8rgy-E1'Iiclency Rating InformatlDn Brochure requlr8cl by SecI.Ion 553.996, F.S. 69 (a) If the Real Propert)' Inoludes pRl-1978 resldent181 housing, then a lead.,**, paint rlder Is mandatory. 90 (I) If Seller Is a "foreign plilI'$On. BII'cdleCI fN the ForeIgn Investment In flee.! Property Tex Act. the perUes sMI COIT1)Iy wlth that p.m. 91 (g) BUYER SHOULD NOT EXECU'1'E THIS CONTRACT UNTlL BUYER HAS ReCEIVED AND READ me HONEOWNERS' ASSOCIA- 92 T10NlCOMMUNITY DISCLOSURe. ' 93 (I'll F'ROPERfY TAX OlSClOSURE Sl.Mv1AFfl": aNER &a.lD NOT A8..V ON 'THE SB...LB=I'S c::lJftNT' PFOPERTY TAXES I'S THE AMOl.M 94 OF PRCA:RTY TAXES TlW'TI-E 8UVER Ml\yee OBUGo\1EO TO PAY IN niE YEAR EUlSEQUENT 10 Pl..JRCH4SE. A a-wGE: OF ~ 95 SHPOR PFU'ERTV I~TAOOe:lS ~ OFTl-E ~I i'Tl-V\TCOUDREiSLl.T IN Hal-ERPROPERTYTAXES. 96 IFYCU HAVE NoN OUESTJC:XIS ~NING VAWATION, CONTACT 1l-lE caJN'IV PROPEFITY APPRAlSEFl'S a=ACE FOR If\PORMA11QN. 97 XlI. MAXIMUM REPAIR COSTS; DELETED ~ Xtn.HOMEWARRAN'l:'f: Q SeIlIll' Q BUyer" NlAwUI pay for a homewarrantyplanls8u8Cl by glr it a cost not ltJ exceed $ . 1 00* Xlv. INSPEcnON PERIOD AND mGHT TO CANCEL: (eJ 8uywr shiJIJ have ~ dayI (tom stfrH:tItIe 0.... ("Inspection PrIrlod~) wfthIn 101 which to hfill/fil auch Inspectlom of.,.. Properly petformed .. S1Iyer shall dtuire and ufIIJtIea ~ I$hlIII be made 0MIIliIbI81:1y file 102 Seller dutfng the Inspectlon F'8rlod; (b) Bupr sirs" t>> ~ for prompt payment for such IMpeCtIoM and I'fIPI'lr of damlIgfI 103 to Md 1BSfDt'atIon of the PraPMfY nIIu1ffng """, such /nlIp8etIcmC IIId thI8 pn:wJsIon (bJ IIIaIt ...... rermln8lf0f'l Of flU COnfI1Icf; , 04 and (c) If BIl)'8I' defWm/n8G, In 9uyer~ sole dlscretton, ZfI8t rile ProPttrtY Is not 8OC9Ptabltl to Buyw; Buyer may ~ thI8 Contnlct 105 by de/IV8rlng facsimile or wrltfwn norlce or such electIon 10 SeRer prior to tf!e eJqJIntIon of the /nsptlCtIon Perfod. II Buyer timely 106 C8I'IOeI8lh/s COtlhCf, the ~ paid tihfIN be Immediate.)' retumM'J to Buyer; ~. BuyrIr IIIrrl StIlle, tINIIIl>e ,.,...ed of 107 all further obI1gafIon8 untIer this Conf18ct, exr;8pt as provided In fhla PBr8grf/IpfI Xlv. t.JnIteu SUJIII" -.relies the right to tWloeI 10S gmr'tftJd herein, SUyIIr accepffI me ProptIr1y ill Irs prmmt pI'tytIicIIJ condlt/Cln., 8IIbJect to IItIY vIoMfJon of sr-mmenw, bullrllng. 10S emoIronmentaf, IIIJd ""''Y codea, resf1'ICfiom or requlren'lfNlf;t Gnd ."., be f88PO/18IbIfJ fe, any wrd ." repelrs iUld ImpronMents 110 required by SUyer'1 /etJdIIr. 1 , 1 xv. RIDERS; ADDENDA; SPECIAL CLAUSES: CHECK thoB8 riders whlc.'h ere appIcable AND are attached to and made part of this Contract: 1'~ 0 CONOQMINIUM 0 VAlFl-tA Q HOMEOWNERS' ASSN. C lEAD-SASeO PAINT 0 COASTAL CONSTRUCTION CON'T'ROl UNE 113* OINSULA"ON c EVIDENCE OF Tm.E (SOUTH FLORIDA CONTRACTS) C 0Ih8r 00n1:ntler1sMl RIder Prc7vIaIons Q ACICIende 114. Speclel CIauee(8): ' 115. 116" 11r 118. 119. 100- 121. 122" 123* 124* 125. 126 XVI. -AS IS" STANDARDS FOR REAL ESTATS TRANSACTIONS (-AS IS. St8ndarda): Buyer end Seller acknowledge receipt of a copy 127 of "AS IS. Standards A through Z on the rewrse side 01' attached, which are Incorporated alii p4U't of this Contract. FARlBAA ASIS.2l\ Rw. 2/08 0 2008 Aorldl AssooIe.tIOn of RoN.roR8" tncl11"t8 Aot1da BIll' ~ F\lgltI Ill_rved Page 2 d S TIa. 1l0,ft:war. 1. U,,",,4 to I~aiu P,td,1a. P~DlNlt. Jl..~t:y] www.tZ._.IlClti~4..1It.c::-. .... 04/20{2009 13:25 5459 p~ -- -..-- 128 129 130 131, 132 1:33 1:34 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FUll.Y UNDERSTOOD, SEeK THE ADVICE OF AN A'fTORIlIEY PRIOA TO SIGNING. THIS "M IS" FOAM HAS BEEN APPROVED BV THE FLOFIDA ASSOOIAllON OF REALTORS" AND THe FLOFllOA BAR. Approval dCle$ not constitute an opinion that.atrI of 1tle terms end condltlon8 In IhI8 contract should be accepted by me psrtklS In Ii partlcular transaction. Term5 end eoncIItlons $hotAd be negotiated based upon the respeCtMllnteres\8. ob]eetlves and blilrgalnlng positions of aft Intereeted persons. AN ASTERlSKM FOLLOWING A UNE NUMBER IN THE MARGIN INDICATES 'T1'le LINE CONTAINS A BlANK TO BE CDJIPLETED. ....4f9 C""'i<~h<d P ~ (lJTi,o 0.( ~q (SEUERlftAJ fA. I ~~I7t.J-7]t (DJi (SaJ.EFI). (DATE) 6e4Iers' addl'888 for purpOlle6 01 notice *** 135" 136 (Bt.lVe:I) lCATE)' 137. 138 (BUVI;R) 13Q" BuyerS' address for purposes of notlce 140. 141. Phone Phone 142 BROKERS: 'The brokers (InCIuq cooperatlng brokers. If any) named below arB the only ~ en1lt1ed to compensation In connection with 143 this Contract: ' 144"NsrM: PrDR,lU lte.H:r PI'OIlUU RII&lt.y '45 COClf)8ratlng BI"OIa!n. If any UsUng Broker (CATE) ***. f county Commissioners County ,~rida iala, Cha a~ ~ ;lL As to county: Dated: ~ b!.'l. ".,~ """'; ",111.'."" --, . ,. . '1 ..' '( ~. ',I . .._.,....~ . (vl.-- C()url\, A~UJrney A'l"l'ES'r: Owi.q~~'eo'~~ic.,., qlerk ..' ....\':........~~.,.. '. ..,/ r:;1:~", '/.;)- .t.....~ .\~ ': :\!"', :', . . -~.: of!' .,.'I! ...... ..c! ~ "'..' r.o: . '.,\, ~I'. ...,. J . D ~ ..: . ' : '~', ~' ~'~.... ", : >. ' r " .,l\o-" FARIBAR ASIS.2x Rev. 2f08 02008 F1OI'IdI.Assocf3tfI;ln of ~~ 11IM TIle FIoI1dI e.r AI Flights Aeeerved Page 3 qf S ~ ~. aofttfa2:. :l.a lie"'IIIM to ['!ru_ r.t::dla - 'ZOOIllu1t:a haltyJ _.I::&'ulllactlaB1halt.C!Ola. ---- 04/20/2009 13:25 5459 J.. :;)Il b 146 "AS IS" STANDARDS FOR REAL EST,lTE TRANSACTIONS 147 A. TITLE INSURANCe: 111e TltIe Commitment sI1eJ be I8sI.*l by a AOrldllllcerMd titI8 inst.nr llQI'll8hg to Is8uA Buyer. upon recadlng of the l.1eecI to ~. , 48 an a.vr1er'll poUc;y of title In8\,lrIU'Cl6 In the amount of tilt puroh88B prICe, inaur1ng ewer'1l merk8tsble tlt18 to the Reel Property, subj$CI only to matllll'a COI1IlIIned '49 itl p~ph VII !md those to be dlllChefged by SeIef at or before Closing. ~te dtIe nil be determined accordlng to eppIcable TItIII $W'tdartI$ edopt- 150 . eel by s.utIlI;IrIly of'Th~ I'lOrid8 e. and 'n IICC01'denoe w~ 18w. I311ier ahllIl'eve 5 daye from date of receMng ttle Title OorTmltment to IllCaIT1Ine It, and If 1ltIa Is 1 S1 fOU1Cl dGtllCl1ve, notlfy BeIer in wrltIng ~ defeet(s) 'o\It11e1'1l9ndet title ~e. Sen. ... l'l8II8 30 days fIOm I'll<ielpt of notICe to ,.mcMl the , 52 def8cIa, falling willen Buyer r;hGIl, within 5 daya after IllQ)lratIcn Of the 30 ~ perIOd, delMlr WI'Itten I'IOIlce to SeIer ~ (11 extlll1dlr1Q the time for a reeson- 1 ~ IIble ~ not to elCCel!ld 120 days wlthIn whld'l e.IIIr stoaJ use lftgent IIfrort to remove the de~tIl; or (2) 19QueatIng III ;efI.rd of ~(.) p8ICl wnlc:t1 stull! 1 54 be retuI'rOd to ~, If ~ lalle. to IlO notify Seller. Buyer stell bI.deemlld to h$II8 acoepted tile title 8i It then Is. Seller II1EllI. If title is faund lnTIarkelable, 155 USiD dI1igElnt elfort to comlGt dllfBcll8J wlthil1 the UrnlI prClllded, If. after dlJgenl effcft, Seller Is ..,nebIa to tlm8ly correct l!1IiI d8feg!e, Buyer $hd oIther waive the , 66 d8fee\S, or I'llCIII\Ie 8 refI.Jld of d8P0sft(8J. tMereby I"l!Ieaslng euyer a1Id Seller rram all f\lrther QbIigat\tln8 under tn. Cclnll'8Cl, If S8fer Is to pI'D\IIdll tI'l8 TItle 157 Qamn'Iltment llInc1lt 11 deI'~ 10 Buyir' 1888 thin Ii d$Y8 pr10r to Closfn9. Buyer me)' .tend CIoshg 80 11181 BUyer st1aIl nave up to 5 d8y8 from dale of receIPt '68 10 .-amine ~ In a<lCQl'(IBnC8 wlth thls "N; IS. Sten(Iard. '59 B. puACHASe MONEY MORTQAOe; SEOURI1'Y AGREEMENT TO SE\.L15FI: A p1.ll'C1'III8 mcr)8Y IT1OI'1Q8ge 8I'tCI mortgege note to SlII\er &hal prcvIde for .. 1 ro 30 dBy grace per'Xl1n tl'8 event of defeuIIlr B tlrGt mcrlri18QO and a 15 day ~ perlOCIlf 8 second or ...1T1ClI1g8Q8; 8h8I prWCle for nc;rt 01 PfIPllY'Tlent , 61 In whole or In pall w1tl'1Out penlllty: llh81 permlt ....-..10 $II8nl d transfer Of till FIee1 PI'opertyi ah!lIIl$I)JIl'I aI priol' IieI'le end ei1cumbranoea tel be kePI , 62 Ir'I good $t8I'l(ting; shall fOrbId mQ(lficatIcn8 of. or fut1.n aclY8r1CeIl undet. prier mortgllgll(s); .,.I!8QU1r8 ~ ta mUllein poIIclGa of Itl8uI'llI'lCe QOt'ItllIlftlg a , 63 stanClerd mortgesoee cIa1Jee COIIIlti1g all ~ IOQat9d or'Illl9 A8Ill Property against .... and 81 parI!s InQRJded within the term "8lCtend1ld c(nl8l'lQe 1 e4 endoraemenls" snd auch othel' rI. artd perlIs 118 Seller may I9IlSCll'I8blY I'llQIIIre. In 111 8I'fI(Ult lilQuel to Iheil' hIghe8t h'lsurllble value: and tt1e 1"nOI'\glIgfl, nata 1 65 and security ag~1 8hd be oIherwtse In farm end conterIt requllI!Id by Seier. but SIller ~ only require cllll"lllCll anr;t QCMIraQe (llSlOl1'lal'lY folnl in mort- 1 tl6 gages, ~ root. and securitY aglWfTl8l'llll geoere.lly U111zed bY S8\IIl"Ige IInd ban 1nstttut1tlr1$ 01' st8le or nat\OI'4l banl\$lOCateClln tho county wheren the , 67 Reel Praperly I$lOC8led. All Personal property 8l1CI11BlI8II b9ing ~ or aulgned will, at Sell"" aptJOn, 'Of lllbjeet to 'It1e len of 8 88CIJ'Ity agreement evi. 1 ee denoed by ~ded 01' lUlId finanolnQ $tellllT1fllQ or ~ of title. II' a bBlloon rnortgllQ8. lhe h pa~ent will exceed the periadlC l>>Y"len18 lnenIcn, 1 B9 C, $URV!V: BuylJ'. et BJyer'5~. within lime alCIW8d to delMlr evidence qf tille and to lIK8IT1lne lWl'18, mev hlMil tile FlellI ~erty Gu~ .w:I certl- , 70 fled by II reglllter8d florida surveyor, If the B.JM'J dI8CIoses ~18 on the R88l ProPerty or thet imprgll$Tl8nt1l(lC11led thetPl !IflClOIJCh on _baCk 171 --. easement.. 1and8 of ottw& Ol' vICIIate ar'&' rectrlctlOnS. Contr8ct ~ or ~1ClItlkI gO\l8l'llmlll'1t8lll9HtlOn8, the seme wi COt'llltltute a IIttI clefact, 172 D. WOOD DESTROYING ()flGANISMSl DEL&TI!D '73 E. INGFtE$S AND EGRESS: S8Ier' warrnt Ilnd repreeents th8t there Is I'lQI'Il9S and IllJIlS8 tCllhe Real Property sumclent fer Its Intended tJ88 as d$8O'1b1d 174 In Paragraph V111lar9a1 rnt ~ 10 the R!lBl Property III inSUTBble In eocan:lllnOEl with "AS is. S~ A without ~n tbt' lack of IegIlI right r:A acoe$$. , 16 ~. LEASeSl Seller 8t1GII at least 10 days DefQnI CIOelnll. tumltl1lQ Buyer ooples of GII written I(IIIS8I 8I'ld lI5'loppell8ttn frOm l8Ct11enent ~ tt1e natule 176 ~d duratIOn of the tel'1Br'It'5 OClClJl)8I'leY, ranl8t ..... IlICIv8I'lC8Ci AIm and secufilY deI;lOSl1s psId by tananI. If $8IIef hi \ll"lIIbIe to obtain wch letter rrom eacI'i Ian. 1 n Bnt, IN SlIm lnIcJt1nallon anall be 1umi&rKld by SeII8r to E!uyer wI\hlI'1 tI'lllt lime petlod In tile form of a S*"ll aftldlllllt, and B\..PJ$t' may tI'leIMfter llQf'faot ten. , 78 !lI11 to ecnftJm I!IUCh Inftlrmaticn. If It1tl terms of thO Io8se$ dll1. m~ I'Iom SeIer" I8Pl'8llIInt8\l(nl, Buyer may fen'l1Inat8 thle 00ntracI by d!lIMlri'lQ wr~ , T9 notice 10 StI8r at IIaIIst S daYll prior to Closing: seIIlr sIl8lI, at 0IasIng. d81IIIer and IISlIIgn an orIglJ1llllel8lll \Q EluyIr. 1 SO G. U~: SIlIItr ahell f\.mlt)h to Eluyer _ lime of Closing en a1'fidsvtt ~ 19 tI'la abBenCt, l.r1Ie88 othIlrwI8e ptOYIded for hel'8ll1. of tmJ 1Iri8nClng statement, 1 e1 cI8lmll of lien or pClll!lntIaIlleI'ICIrS knawr1 to Seller Iltld further ~Ing that there heVe been "0 ~ cr .rs 10 the FleBI F'I'OI:lII1Y fOr 90 daye imma- 162 dIa1e1y preceding ditta of OblIng. If the ReII PItlperty has been ~ a ~Ired IMthilthet 1ImIl. Selar S'leII dIIIver reI8IIlII or \IIIMlnl of constNCI,," 1 e3 IieM 8lleCUIeCl by all genereI contraCtCII'S, &1bCOntl'actcr'8, eupplefS end ITlIJt<<IeIrT1e In eddldon to Sellllr's lien alldll\llC eettlng rortfI the n8l'f'le$ of BI 8UQh gflfl' 184 enl! cor'Itraetcra. 8UbQOntl'llCt0r8, &uppllElr8 and matel1elmen. fiJrtner BIIl!mng that .. cl1BrgeS for ~B or repglrs wnlch coulCl .... .. a basiS fOt It 185 OOI'1$tNctIon lien or a clairTlfor dBmegeIl have ~ paid or wll be paid at the CIoeInIl of 1h1e Contra<lt , 86 H. PlACE OF CLOSING: OlCielng IlhaI be held In the county wl'l8NIn It"oG Real ProQertY II located at the CIlIiClI of tI"t8 Ilttoma'i 01' other closing e.gant ("OIOeIng , 81 Aget'lt") deslgnllled by tl1e party pay!r'I!! far tIIIe It'lGUrBr1Ce, or, It no tnle 1nlu'llt'lCe, dIBPIed by StIIar. 188 I. T1MEI CllIlIndIr de.Y8 H be ulllld In ccrnpudng ttnIl pertod8 8l<<ll!Pt jlIjI'IOds or .. tlW1 s\l( (I'll ~ In whlGh G\Ient SaI\.IItlaYG. SUI'\CIaY& snd staltl or netICn- leg Iilleglll hoIIdaye shIlII be excluded, Any IIriIe periodI prgvIclBdfor heren v.t1Ich $h8I end on a S8tIAl8Y. SurodllY, ar 8 I8g8I hoIId8y BIIlIII extend 10 5:00 f).m, of the 190 rM bUIlIness day. Ttrn." of .,.. ......-:e In ..... Contnd. . 191 J. CLOSING DOQUMENTS: SaIer sl'elllUrrlsh the dIlId. bill Of _, criicaIe of.. ccntn.lCllon 1ler181fidlMt. 1;IWI'1lIr'S pt1$MIIIIon allIcIlMt.1JII8iQM1lin\'S oIl11as- ,9a ell, tenant II1d mr;wtg&gll8lJ1tOPp8ll111ter$ and ~ Instrun'olll'U, ~... ~ mortgIIgIt, rootgagII note, MlCUr1ty ~ and ~ ~, , 93 It EXPeISEe: CoQImV1tIlrY BI8mpS on the deed end l1lCOIdr1l of Clllf'r8ClMII~S sl't8l be pllkI by ~. All 0<llIbJ of Buyer'8 I.., (wt18ItleI' cbteJned 194 from seaer or 'I1ird perty), 1ncUina. but not ImItlld to. docum8nllll)' slllmt:lS end In1angIIle 18ll an the P'fCIhBse IT1OI'l8Y mot'tOIge and /Jttf I11IlriQIgI UlIUI'YlIld. 195 rnoI1geglMl iii" Irwrance comrniImenl wIItl n1lated fell. end ~Ing Of purcha!Ie montlY mortgage. clMcI ard flnBncIng etatBm!Int8 _I be paid by Buylll'. '98 Unless (ItI'J!lIwIsIl pnMd8d by laW 01' rIdlIr 10 !his 0tIl'1II'8Ct. ch8rg81 fer reIat8d ClbIItlQ I8I'YIcee. titIlI swrch. lWld cJo*lg - (includIng prIIpIntlOn of ckleIng 191 slateI'1'lBn1). S/'IaI be paid bY 1118 ~ rspol'l8lble far fumlshlng II'Ie IIlIlIll\IIdenC8 In eocordlll'lC8 w1II'l Pftlr'Ilph V. 196 l.. PROMTIO~ CREDfnUllctl8. _111I'Tletlt8, m. ~erBIIl.ll1II\WIClllmd otIWelCP8M8I oflt1e Property lIhal be 1)n)t8t8d1tltClUgh lhe tJl;f btJIcI9 Cloelng. 199 Buyer enaJI hBl/e tl'la option of taIdng ~ lIlfItIr1g .,oIcIes t;t I'lIUr'llI'IC8. If 1l!IIU't'l8bIe. In WIlIch tHIlI'lt pnIIJ1UT11 &tvIII be pR:ll'8lvd. Cash at CIoIInQ ..... be 200 incr'lIIIlKld or ~ 8S may be requhld by prgr8IlOnll 10 be madI thIOUgh day pilot to 0I0eIng, or ~ If occupeney 0CCln ~ 0I08Ing. AdvanCe 201 rvnI and IIllClI.Ilty dE!posIIB WIll be eredIt8d 10 BI.r,'eI', EscRlW dllpOllts held by mortgIgll8 vAl bel ~ to S8II8r. '1IIKeI eNIt be ptCII'IIllId beaad on tl'lI cumlOt 202 yesr\I_ wlltl c1.J8 aIowBnCe rTlIldll fOr I'NIldrrun $IOWBbIe dI8CCImI. ~ end other exemptJore. If ctosklg llOOUrt at a date \III'Wl the CUTIlnt ~'a ml- 203 age Is not 1Ixed rid ~ y&er'$ assessment 118V81~, 1IIll8s wi! be prorated bll9llO ~ such _,M 8nd pmr yeer'e m.. If ctmlIlt yeet'll assell&- 204 t11llI'It Is nQt ~ then taxes Will be pImIIed on ptbr)'llllt's UlX. If Ihln '18 campI"ee1 ~ on tNl FllIIII PtCIPIrtY by J8"1umy 1&1 of 'f'!JfIf of Clcslng. 205 whICh ~ W(lI'8 noI ~ _~ on.,JlftJIlIY 1st rJf prior year. thin t8l(8ll st18lIl:1t prcrBIed ll8S8d upon prior yalW'a m1Pege end at an ~- -s- -2Oti n"1eI"II to be egNllld lljXlI'I betWeen Itla psrtlee: faIIng wt'Id't, I'llqII8$I shd be made to tile CounIY PrapeIIy,ApprBlIlII' fOr an InfOrmal assewnenI taIdng Into 207 IJCQQl,II'lt avWbIe 1lIIIl!m1'llon8. A _ protlIIlon bllllEld on tin ~ \ItlIlM, lit ~ 0/ Il1IhIll' party, be tMd]ulted upan ~ of Cl.Il$I'1I Y8B"'s IIIlC biI, 2O!l M. (RESERVED. puI"pOMIy left b1Mk) 200 N. INSPEC1lON NIl' MEPAIR: DaERD ' 2100.flISK OF LOSS: If, aftet Ill. EITecIloIe DsIB, the Property is daT18ged by fIIB or othBr cG$uatty rCaeually l.O88") beItlre ClosIng - cost of f88Ior&li(ln (YotoIch 2'1 ehiI mUtle till cost Of pruning lll'removIng ClBmBg8d ttw&l doeS not ~ ,.5'11. of the ~ PrIce, COlt of reettll'llllOl'\ CINII be an obtIQ8tton or Seier and 212 ~..,.. pI"OC8Bd ~ to tne tllmlS of IPlIs Contr8et. and r l'GIIIDI'8Ilor1ll1 not ot1lT\PIIIled IiIS Of Cklslng, RMforatlon coOl 'NIl bel e8OI'OW9d II C/OIIlng. If 213 tile CCISt of r8llIOI'Il1Ion exceeds 1.5'l4of the Pu'OMS8 PIIC11, Buyer Ilhd eId1l9r take the PrapeI\y . II, lCgIIthIlI' wftI'I the 1 ,51(, or AlC8ioIe · r8I\n:I of dep08Il(s) 214 t~ reI8llei19 Buyer lilI1d Seller from al utI'I!lI' abIIgBIIonS lJlder tl'IC ConIIlII:ll. SelIer'811Ote ctlI!.JIIIIOn voIth l8IlpICI to lrell dsrrege by ceeuaIly or oltI8r 1'I8IU- 215 tal ~ shBl be the coet of ~rlng 01' remc;J4I. ;: 16 P. CLOSING PROCeDUFlE: The deed SI18II be recorded upon clearanOll of' funds. If tile title agent lnSu"" edWrSe n'l8tters IlUreuant to Section 627.1841 , 217 F.S.. 85 amended, the escrow end cloelng prooedure required by th18 "AS IS" Standard sneJl be Vo/8iII9d. Unle88 WlIIwd as sot fOl1h IltxJv$ the folloWing FAJWAFl ASIS.~ RaY. 2108 c 200EI RDrtd8 /ViI8llCla1kln of A!H.~ end 'Ttle Rorida Bllr All RIghI$ ~lld p. 4 of 5 ~ 'CU.. .oebt.Z'. i.. l1c~..d to ['h:&1Ul P81'u'.. p:ron.1U JI..a1t:yJ _.tI'u.aQt1~clII.l:.c~. ~ 04/20/2009 13:25 5459 PAGE L,...o- ~1& "AS IS. ~NDARDS FOR REAL ESTATE lRANSACTl0H8 (CONTINUIaD) 219 cJomg pnlCed,,", rIl1ll18Pllly: (T) ~I closing p~ BhalI be held In e&CtOW by flit ClosIng Agent for I period of not more than 5 days liter ClOIIng; {21 220 If Sellet'e title Illl'8rldeled unmsrketBblo. tI'lrough no fault d 9uV<<, Buyer 8l'le1, within the 5 d"., perkld, no1lfy Seller n writing rI the defect and SElllei' ,"Ill 221 . haw 30 (;layS ftom dat8 of I1lC8lpt of .uch no\llk:8tiOn to CUIfJ the deIecl~ (3) If SelIet fells to ~ eure tile defeCt. all depClllt8 e.nd clollng funC18 shal. LIXltl Zl2 written ctemand b)' F.!Iu)'eI' and within 5 dlIys .,dfmand. be returned to Buyer and. slmultaneOUllly wtth such I8poyment. Buyer shall retl,lm Ihl! Per80ntll 223 Property, YIlQ8te tne FleaI property ancll'8CClfMl)' the Properly to SeIl4r by apedal warrenty deed arv:l bJl of ll8Ie; and (ot) if Buyer fails to make tlmety demand 224 tor refund, Buyer shaH take tftle as Is, waiving ~ rigtllS against Seier as 10 811!/' inl8Mlnlng defect 9XCept as may be 8V8Jeb1e to Buyet' by v1l1Ua of war" 225 rantles 0QIlte1n$d in 1119 d8lld gr bill of aale. 226 a. ESCAOW: Any C1081ng Agent ClI' e$Q'OVW eaenllcolleCtlvely "Agent") I'llC9MI"Q Mds or eQU1vaIenlls author2ed and ages. by 8CC8Pt8noe of tIIem to d8pO$i1 221 them promptly. hold ll(ltl'Mlln IIIOrow Ind, eubieCt to cIelmInOe. dlsburse tl18m In BCCClfdar1ge with terms 11I1O condltlans d tl'lIe Contract. FeIlt.r8 of f!m8 10 228 c1e", $hilI not .cuse 8uyefe performllJ1C8. If In (j(lUtlt Il5 10 Agent~ dUll8I or 1I8tlIIMIee under the provialcnI of this C/;InlI'lICI, A;8flI may, at Agerlt's gpllon, con- 229 tlnue to nald II'1e subjeCt metter of ttte elJ(llQW unIIl the 1)lUt,," hInIO agree to Me rIItlInImerIt ClI' LnlII judll~ or a court af ."Q"lP8len\ /lI'I8dk=tion shall 230 dvlermil'l& tile r1gt1\I of lh$ pBt't1lll. or .AqJnt may dIpOS1t 98I11Iil wlIh the ~ of the Clrcutt court having tJrIsdlctlon 0I1l"IIl dispute. M BIlClm8y whO rept8IIn1S 231 e petty and also aclII.. Agent may ~ llUCh party In $1,ICh action, UpQn ~ al pertlea canc:arned of eueh actlon, en iebility on tilt r)8rt of Agent 232 shall fully tem'\IN18. except tQ tI'lG llXt9nt of IlCCQl.lI'Iting (or any Item. p~ deIIvetIld IU rA 8SCrQw, If a IcInse(t real8&tBhl brct.', Agent w1Il comi:l1Y wtth 233 provisions of 0hapIer 475, F,B.. as amer'lded. Mi lUll ~ Buyer ancI Seller wtl8I8n f19It".ls made a Pa1Y bealJulKt d ectIng !IS Agetlt hentunder. or in 230' 8ffY sull wherein Agent lnterpleed8 the eubject matter of the 1IICI'ClW, Agent ahIIIl1IOO\/llr reaeonllble atton'le(e falls and ooet8 inamld with these IIrnounIIleI 235 be pllld rrom and out of the eec:rowed furm or equlveIent and ch8rged and awan:led $8 coLMt aJStS In fevor of the pr8V8i"g ptIrty. The AganI 01 not be IlItlIB 236 to any party 01' pe'8OI'I fOr' mlldelMlry to Buyer or Seller of ttemJ $lAlIeCt to the Il8C1O.\/, unless llUCh mI8deIlYery is due to willful bleeeh d th8 provielona of !tis 231 Contr8C:t or gmes negllger'JCe 01 Ag8l'll. 238 It ,lI,lTOF1N~S FEES; COSTS; In BrfIltlgBllon. lnCkJdtng brach. enb'eernent or ~retGtlcln. arising 0l,II of this Contract. tl'le pnIIflII1ng party In such IIt1- 239 gatlon. which, fgr ~ of tN8 "ItS IS" Standard. 8NI incIudlI SeI1er, avyer Bnd any brOker'a acting In 1IQ8nCY 01' ~y relatiansh1P8 8t.lthor1md by 240 Cnepter 475, F.S.. .lltI'l8Ildlld. shall be entitllld to I8COVer frot'Tl tl'la ~11lII1D1Y 1'88$OI'lIbI81ftlm8y'l reef, costs and experlllllI. 24 t 8, IWWFlE OF pa:lFOAMANCE: If Suyer reill to perbn'l tnl8 ContI'llCt wIltlin Ih!l time soecDIed, including ~ of all diP08Ite. Ih!l dtJpOIIIl8l plIld by 242 . ewer and dtlposII(81 egreec:l to be paid, ~ be I'1IClCMlnld encI retained by and fer tI'lII accol61t Of $eIlll' as agl1lllCl ~n IquId8Wd demlIgeB, eOl'liidel'atIan fer 243 the exllCllllon 01 tlil OOr'ltr'llCt and In M setIl8mlll'lt of a'lY claimS; wTlIlnIUpOn, EJuYer and Sellar s/'leII be NIlIlMId Of .. obIgetIons l.R"IClet lhll Ccnlreo:; 01' Sellllr, 244 lit SeIIer'Il option. m8)' l7QCeed in eq~ to enfOr'OI SlI1lIr's rlghtll undIlI' thts Contraet. It rar IJI'I'f Iee&On otnar tt1an f$llura of Seller tQ I1'laI<8 SlIIIar'J title mlr. :il45 k8table af\eI' diligent effort. Seller falla, neglecrts or refueeG to pmfo!m tl'1la Cantract, Buyer mtIt/ .. sper:;iIiQ ~ or tied to r8llelve ttle I'lll1Jm 01 Buyer" 246 d8l)08tt(&) without ~ WlM'G any scUCII"I far ~ lwultfng from SeIer'a bl1llCh. 247 T. OONTAAOT NOT FlIOORDABt.E; PEMONS BOUND; Nance; COPIES: NIlIhr 1t1ie CorItnlct nor" noIIce of it she" be recorded in lIlY pubRa IllCIQI'da. 240 This Ccntract shllII bind end Inure 10 the brIn9fit of the parUee end IhIlr llUCCll88Clt8 in 1nt1!eSt. Vilhan....... the oar'QlCI permIIs, singular at'IIII tnoIude pknI and 249 one g8I'Id$t' ahan Incfude all. NotIce and d8IMIry given by 01' to the attQmey 01' brol8' ~ IJI'I'f IlIJ1y shd be lIS 8IfeCtive u if ~ by or 10 \hili per1y. ~ AI nDllces must be ... IM'ItIng ami may be rred8 by 1Tllil, pel'llONIl dllIvery or eIICtrOnIc medIe- A IllgIlle fscelmlle 01' IIectroIlkl pneludlng "pdI") ~ 01 \his 251 ContraCt end any slgnalunilB I'lnOn IhaI be coneiClel'lld For all J)I..ItpoeII as IIn 0I1gIn8I. 252 U. CONVEYANOEl SGMI' IhaI c~ f\18I'k8IabI9 tIlIe 10 tile FleII fIraperty tJtJ 81stulory wmertIY, tl\Jltee'8, peraoneI ~lvela, or guardiEWI'I dBad. 88 253 eppm~ to the sl8tus Of SeIer. Ulkd ort/ to msItBrs aorJttdne(f In ~ VI ancI thClBll OIheMIH ccepter:tll)' Buyor. fIvnIOI'lel Property ItIeI, at the 254 l8quest of Buyer, be lrII"',.4 I'Jy In absolute blII of Illll8 wIIh ~ of tille, ~ ont}< to such mi\IteI'8 . mav be OInerwIM provIde(I 101' hI!lnlIn, ~!l "OTHeR AGREEMENTS: No J;lI'iOr' or pI'8IlfII1t ~ 01' reprtlIIl8l ltallana IhalI be binding upan ~ or SeIer u"" lrtCIucJed In thb ~. No mod- 258 ificatIorI te or chengl n tI1Is 00r1tI'8QI1II'fB1I be VIIkI or bh:llng ~ the pertIeI unI8a In wrItrog end 1OC8CUl~ tJtJ f'I8 partl88 fntetlded to be bw'l" by it. ' 257 W. SE\J..EllI OIecLOSURE: (1) "There .... no facts Iq1QWI'l to SIIar mat8llely ~ 1hIl velva of the ~ which 818 not ~ obBY8bIe tJtJ Buyllr or 258 w\'lIeI"I Naw not bMn dlsclOeld lei Bl1j8r, (ZJ Seller utIndlIMd InfMds no "'*'Mt1 ami """1'10 ~_.~~ t1I8II1 f)'pe, 1I#thIIt'".,., or /rrIpIed, 259 ., to ,.. p/t'ySJr:tIJ eomfftIgn or hfcf.Dty of tM PttJpef1y, (3) S8Rer ".. tfICfIIwJd no ~ or IffIIW IlOtIce tom .". ~ 8tIffty or II/fIfIfJC1N 2tIO to. elRNllUy rrncohet:ted IluIId1n(J. ~ 01' Rfefy-' YIoIIItIon: (4J Sallrlrha fJO ~ or..,,.,.,,. or~"'" fa",. 2131 PmpItty wtIItouC ~ wIrtI ~ Mf1UIafIon vthIt:h ,...nat bftn tIIst:IoAd to BIl)/lIt. 262 . X. PROPEMV MAlto1TENANCE; PROPERTY ACCESS; ASSIGNMENT OF CONTfIAC'TS ..1<<1 WARRANT1ES: Sellar &hat mlllrt8ln the 1'Iop8rty, InClUdfrG, 263 llut not limittc:l to 1!Iwn. tIVl,lbtlery, and paot In tl'le condition lIldlJUng II of etreatlve DeI8. otdlnBrY wear end tear ard C88U8IlY 1...01I ~. S4lfIer shall, UPQI'I 264 rusonIlble 1'\OtICI, proIII~ utllItIM ear'IIaIand aaceae 10 the Plcperty fOr appraisal and ~ ~ns. IrdI.dng e wsk-thlougl't prior 10 ClolIIng. to ecnIirm that 26S aU Items cI Persa1$I Property IW on the RIIIPropIIIt)' anct that 1hD ~ hea been rnalnt81nad . requIrwd ll)' this "AS IS" stanclBrd. Se1IBr wi .Ilign II 266 liWgnSbIe mpalr and traetrnllnl contl'8Cts 8nr:1 WBI'I'III'ftIes to Buyer at Closing. 287 Y.,o:tt EXCHANGe: If ~ SalI1r or Bu)w wI8h lei enter Into e Iike-kInd elCd&1ve (eiIIW IImlJtanel;)US with CIolIlIllil or (letInwd) with ~ to the PrQ(.x!J1'Iy . 2G8 U1der sectIOn 1001 of the Internal FlevIru!t Code ("E!lcctwlge"l, It1e otI'let pIIty shall cocperIdIln all ~ respects to etrectuate the ecchlnge, Inclutl" 21.19 inglhe executir;lr'l of documents; r;lIOVldId (1) the COQI)eI'lltIng party stl/llllll'lQl.r no liability or $llpII'M relllled to the Elc:hBnge end (2) the Clt*'lg ahan rIOt be 210 QCfltngenI upon. I10r $XIl!nCIed or deliyed tIy. auch edl'"99. . 211 Z. BUVER WAlWR OF Ct.A1MS: lItJyrfI' wMw.", d<<Im8lJ1111/Mt SeIIw and, to 1M 4MfBnt pwm/tIfId b,-. 8fI8/naf MY"""" .....Itwotved 212 III fbt!I negofIarion of fbt!I ConrnIcr. fbr..", dIfecft or t1t/rtITctems,ge ttIIIt Im\Y -* at Closing Of the ConcnIGC - be ~ dItIcG""*' by the 273 BIIY*' or lInyontt cIf1/mI;Jr1~. thrGcIgII, I.RrdfI' tJI' apInst ~ Buyer: .r:ARIBM ASl$.2X FlllV. 2/08 C 2008 F1aI1<I8 AaaollIatIan f:J Rw..'roRl'" and 11'1e flotkla Ber AU Rights ~ Page $ of 5 --..A. Thi. .olt:wu:. i. l:l.CmlII'" 1;0 ['I'rai_ PoK~l1. - PJ:On1l=. bdtyJ ..,...l:~&IUI.(!t:!cnld..Jt.C1011l. --.-