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Purchase Agreement PROJECT: NSP FOLIO NO: 36237800005 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this day of , 2009, by and between CHASE HOME FINANCE, llC, a Delaware corporation, (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns (hereinafter referred to as "Purchaser"); WHEREAS, Seller is the owner of that certain parcel of real property (hereinafter referred to as "Property"), located in Collier County, State of Florida, and being more particularly described as follows: Lot 9, Block 164, Golden Gate Unit No.5, according to the plat thereof, recorded in Plat Book 5, Page 117 through 123, included in the Public Records of Collier County, Florida WHEREAS, Seller desires to convey the Property "as is" to Purchaser for the stated purposes and Purchaser desires to acquire the Property "as is", on the terms and conditions set forth herein; and WHEREAS, Purchaser has agreed to compensate Owner for conveyance of the Property; NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. Seller shall convey the Property to Purchaser via Special Warranty Deed for the sum of $47,796, payable by County Warrant (said transaction hereinafter referred to as the "Closing"). Said payment shall be full compensation for the Property conveyed, including all landscaping, trees, shrubs, improvements, and fixtures located thereon. This is a cash transaction with no contingencies for financing. 2. The Closing of the transaction shall be held on or before forty-five (45) days following execution of this Agreement by Seller. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples, Florida. At Closing, Purchaser shall deliver the County Warrant to Seller and Seller shall deliver the fully executed Special Warranty Deed to the Purchaser. Purchaser shall be entitled to full possession of the Property at Closing. 3. Seller shall convey a marketable title free of any liens, encumbrances, exceptions, or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. 4. Each party shall be responsible for the payment of its own attorney's fees. Seller, at its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Special Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the title commitment and the title policy shall be paid for by the Purchaser. 5. Purchaser shall pay for the cost of recording the Special Warranty Deed. Real Property taxes shall be prorated based on the current year's tax and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. 6. Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, in connection with this Agreement. 7. Conveyance of the Property by Seller is contingent upon no other provisions, conditions, or premises other than those so stated herein; and the written Agreement shall constitute the entire Agreement and understanding of the parties, and there are no other prior or written or oral agreements, undertakings, promises, warranties, or covenants not contained here. Purchase Agreement Page 2 8. This Agreement and the provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon both parties hereto and their respective heirs, executors, personal representatives, successors, successor trustees, and/or assignees, whenever the contest so requires or admits. 9. Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 10. No waiver of any provisions of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 11. This Agreement is governed and construed in accordance with the laws of the State of Florida. IN WITNESs;jfHEREOF, the parties hereto have executed this Agreement on this /5111 day of . (li I , 2009 Date Property acquisition approved by BCC: March 24, 2009, Item 10F AS TO PURCHASER: DATED:-Y:I~i-n ATTEiST:' ,~~",.'';l' ., .' . 1,~ DWIGHT E. BRQ~K, Clerk '~. '. '<~ 1,. ",)', . .-. .t...... ..".co "', ,I BOARD OF COUNTY COMMISSIONERS COLLlEINTY' FLORIo/' _ BY: ~ d'~ Donna iala, Chairman AS TO OWNER: DATED: CHASE HOME FINANCE, LLC, a Delaware corporation By: Witness (Signature) Name: (Print or Type) Print Name Witness (Signature) Name: (Print or Type) Title as to form and iency: Book 4398 - Page 2381 Page 1 of 1 l~ . . IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AN COLLIER COUNTY, FLORIDA CHASE HOME FINANCE LLC, Plaintiflts) ttt 4218619 .01 RICO.DID in OFFICIAL J tCf03'200e !t D3:45,. Vs. CASE NO. 07-2572-CA-Ol Rftn: CIVIL VICTORIA A. RIVAS; RAMAL C. RIVAS; JOHN DOE; JANE DOE AS UNKNOWN TENANT (S) IN POSSESSION OF THE SUBJECT PROPERTY. Defendant(s} CERTIFICATE OF TITLE The undersigned, DWIGHT E. BROCK, Clerk of the Circuit Coun, cenifies that I and filed a Certificate of Sale in this action on September 22, 2008, for the propel1 hereint and that no objections to the sale have been filed within the time allowed f objections. The following property in Collier County, Florida: LOT 9, BLOCK 164, GOLDEN GATE UNIT NO.5, ACCORDING TO THE PL THEREOFt RECORDED IN PLAT BOOK 5t PAGE 1 J7 THROUGH 123, INCL THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. was sold to CHASE HOME FINANCE LLC, c/o ADV ANT AJCHASE MORTGAGE COMPANY 10790 RANCHO BERNARDO ROAD, SAN DIEGO. CA 92127. Bid Amount:$ 1 00.00 WITNESS my hand and seal of the court on October 3,2008. CD -< DWIGHT E. BROCK, Clerk of the Circuit Court o n ~ ' .... .~~ BY: Ok-(q~, '0 ~. }'.( Dep ty ClerK' '., ~ ~ ", ( .~ ':-- ~,~. ~ ~ http://www.collierappraiser.com/viewer/Image. asp ?Percent=&ImageID=4 70011 4/13/2009 Print Map Page 1 of 1 Pateii'!. Subdlvl$lon.. Ae-fl&l'l 2001 (6 Inch Ulb&nl A...'a!sl1lOT 12 FUTI BulldlnCil Footprints Colli., County Folio Number: 36237800005 Name: CHASE HOME FINANCE LLC Slraet# & Name: 5360 19TH PL SW Legal Description: GOLDEN GATE UNIT 5 BLK 164 LOT 9 ~-.}u_ C.;).fl'lty P!09Wlr..W...... ~>>_' f1.. tCl2004. Collier County Property Appraiser. lM'Iile the Collier County Property Appraiser is committed to providing the most accurate and up-ta-date information, no warranties expressed or implied are provided for the dati herein, its use, or its interpretation. http://maps.collierappraiser .com/webmap/mapprint.aspx?ti tle=&orient= LANDSCAPE&pa... 4/13/2009 Details Page 1 of 1 ~ ~ Property Record Aerial I Sketches Trim Notices I ~.- e, ~ Parcel No.1136237800005 Current Ownership Property Addressll5360 19TH PL SW Owner Nam Addresses CHASE HOME FINANCE LLC VANTA/CHASE MORTGAGE CO 10790 RANCHO BERNARDO RD SAN DIEGO I statell CA zipl192127 - 5705 Section 21 Township 49 Range 26 Acres 0.23 Map No. 4B21 Strap No. 323800 16494B21 GOLDEN GATE UNIT 5 BLK 164 LOT 9 Sub No. -1J Use Code 323800 1 GOLDEN GATE CITY UNIT 5 SINGLE FAMILY RESIDENTIAL -1J Millage Area 20 ~~ 11.3533 2008 Final Tax Roll (Subject to Change) Latest Sales History If all Values shown below equal 0 this parcel was created after the Final Tax Roll Land Value $ 110,708.00 (+) Improved Value $123,001.00 (=) Just Value $ 233,709.00 (-) SOH Exempt Value $ 0.00 (=) Assessed Value $ 233,709.00 (-) Homestead and other Exempt Value $ 0.00 (=) Taxable Value $ 233,709.00 SOH = "Save Our Homes" exempt value due to cap on assessment increases. Date 10/2008 09 / 2003 07/1999 Book - Page 4398 - 2381 3390 - 1 077 2572 - 2182 Amount I $ 100.00 I $ 0.00 $ 85,000.00 I - The Information is Updated Weekly. http://www.collierappraiser.com/RecordDetail. asp ?Map=&F 0 lioID=OOOOO 36237800005 4/13/2009 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made between CHASE HOME FINANCE, LLC, ADELA W ARE CORPORATION ("Seller") and COLLIER COUNTY, a POLITICAL SUBDIVISION OF THE STATE OF FLORIDA non-profit corporation, whose address is 3301 Tamiami Trail E, Naples, Florida 34112 ("Purchaser"), (together, the "Parties" and individually, the "Party") and is effective as of , 2009 (the "Effective Date"). Recitals: Seller owns certain real property and improvements located at 5360 SW 19th PI, City of Naples, County of Collier, State of Florida, legally described on Exhibit A attached to this Agreement ("Property") which it wishes to sell, and which Purchaser wishes to purchase; and The sale and purchase of the Property shall also be subject to a number of conditions, as each is described by this Agreement; Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: Community Stabilization Proe:ram. The Parties acknowledge that the sale and purchase of the Property is being made pursuant to the desire of the Parties to facilitate the stabilization of neighborhoods impacted by the current crisis in the national housing market. Purchaser acknowledges that Seller has previously entered into certain conveyances with buyers of other properties which are intended to be consummated using federal funds distributed as part of the emergency assistance for the redevelopment of abandoned and foreclosed homes under Section 2301 of Title 3 of Division B of the Housing and Economic Recovery Act of 2008 ("HERA") and the National Stabilization Guidelines of the Department of Housing and Urban Development ("NSP Guidelines") and amendments thereto. The parties hereby acknowledge that such federal funding [check applicable provision] IS 0 IS NOT [8J being used in this transaction. If such federal funding is being used, the Parties agree that this transaction is intended to comply with the provisions of HERA and the NSP Guidelines. 2. Sale of Property and Description. Subject to compliance with the terms and conditions of this Agreement, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property . 3. Purchase Price. The Purchase Price for the Property shall be Sixty Three Thousand Nine Hundred and 00/100 Dollars ($70,900.00) (the "Purchase Price"). However, the amount payable by Purchaser to Seller for the purposes of this transaction as the consideration to be paid shall be Forty Seven Thousand Seven Hundred Ninety Six and 00/100 Dollars ($47,796.00) ("Total Adiusted Sales Price"). The term Total Adjusted Sales Price shall be determined by the Seller and Purchaser taking certain agreed upon sums and applying such sums to the following formula: (a) Seller's Estimate of Fair Market Value (as described below) less (b) Seller Adjustments (as described below) and plus the Earnest Money. Consequently the amount payable by Purchaser to Seller shall be payable as follows: (a) Zero and 00/100 Dollars ($0.00) ("Earnest Money") which shall be delivered to the account of Title (defined below) within three working days after execution of this Agreement, pursuant to the Earnest Money Addendum to Purchase Agreement attached to this Agreement or as otherwise set forth at Paragraph 42 hereof; and (b) Forty Seven Thousand Seven Hundred Ninety Six and 00/100 Dollars ($47.796.00) representing the balance of the Total Adjusted Sales Price payable in certified check, bank check or wire transfer on the Closing Date. For the purposes of this Paragraph 3 the Total Adjusted Sales Price is an agreed upon sum intended to be less than the Purchase Price. In addition, the Total Adjusted Sales Price will be less than Seller's Estimate of Fair Market Value provided to Purchaser pursuant to negotiations which have occurred prior to the Effective Date. The Seller Adjustments are those agreed upon reductions to the Seller's Estimate of Fair Market Value derived through negotiations with the Purchaser prior to the Effective Date. Such Seller Adjustments include a number of factors which have been disclosed by Seller to Purchaser or by Purchaser's due diligence prior to the Effective Date, including but not limited to (a) reduced sales and marketing costs, avoided property rehabilitation and maintenance costs, avoided taxes and insurance expenses, and any other holding costs avoided during an assumed holding period, (b) the benefit of an expeditious sale in the specific local market recognizing changes in market value over time during an assumed holding period, and (c) the impact on net present value of receiving cash payments in advance of expected sale through traditional marketing methods. 4. Time of the Essence: Closine: Date: a) It is agreed that time is of the essence with respect to all dates specified in this Agreement and any addenda, riders or amendments thereto. This means that all deadlines are intended to be strict and absolute. b) The closing shall take place on or before Mav 22. 2009 ("Closing Date"), unless the Closing Date is extended in writing signed by Seller and Purchaser or extended by Seller under the terms of this Agreement. The closing shall be held in the offices of the title company of Purchaser's choice, Seller's attorney or Purchaser's attorney, or at a place so designated and approved by Seller, unless otherwise required by applicable law. If the closing does not occur by the date specified in this Paragraph or in any extension, this Agreement is automatically terminated. c) In the event Seller agrees to Purchaser's request for a written extension of this Agreement, Purchaser agrees to pay to Seller a per diem of $50 through and including the date specified in the written extension ("Extended Closing Date"). If the sale does not close by the Extended Closing Date, Seller may retain any Earnest Money deposit and the accrued per diem payment as liquidated damages. 2 5. Inspections: a) Before entering into this Agreement, the Purchaser has inspected the Property and obtained for its own use, benefit and reliance, inspections and/or reports on the condition of the Property, and has accepted the Property. The Purchaser shall keep the Property free and clear of liens and indemnify and hold the Seller harmless from all liability claims, demands, damages, and costs related to the Purchaser's inspection and any inspection conducted by Purchaser after the date of this Agreement, and the Purchaser shall repair all damages arising from or caused by the inspections. The Purchaser shall not directly or indirectly cause any inspections to be made by any government building or zoning inspectors or government employees without the prior written consent of the Seller, unless required by law, in which case, the Purchaser shall provide reasonable notice to the Seller prior to any such inspection. If the Seller has winterized this Property and the Purchaser desires to have the Property inspected, listing agent will have the Property dewinterized prior to inspection and rewinterized after inspection. The Purchaser agrees to pay this expense in advance to the listing agent. The amount paid under this provision shall be nonrefundable. In situations that are applicable, (a) structural, electrical, mechanical, plumbing, termite inspection, zoning, code compliance or pending improvements reports relating to the Property, (b) notices of any violations of laws or governmental ordinances, regulations or laws relating to the Property, or (c) any pending or threatened litigation relating to the Property may have been prepared for the benefit of the Seller. Where such items are in the possession of the REO department of the Seller or Seller's real estate agent, if engaged by Seller in connection with this transaction, upon written request the Purchaser will be allowed to review the notices and report(s) to obtain the same information and knowledge the Seller has about the condition of the Property. The Purchaser acknowledges that the inspection reports were prepared for the sole use and benefit of the Seller. The Purchaser will not rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property, provided however, Purchaser shall have ten (10) business days after review of the said reports and notices to terminate this Agreement, whereupon all Earnest Money shall be immediately returned to the Purchaser and the Agreement shall be null and void and neither party shall have any further rights or liabilities hereunder except as provided in Section 21 of this Agreement.. 6. Personal Property: Items of personal property, including but not limited to window coverings, appliances, manufactured homes, mobile homes, vehicles, spas, antennas, satellite dishes and garage door openers, now or hereafter located on the Property are not included in this sale or the Purchase Price unless the personal property is specifically described and referenced on Exhibit B attached to and made a part of this Agreement. Any personal property at or on the Property may be subject to claims by third parties and, therefore, may be removed from the 3 Property prior to the Closing Date. Seller makes no representation or warranty as to the condition of any personal property, title thereto, or whether any personal property is encumbered by any liens. Purchaser assumes responsibility for any personal property remaining on the Property at the time of closing. 7. Closine: Costs and Adiustments: a) Purchaser and Seller agree to prorate the following expenses as of closing and funding: municipal water and sewer charges, utility charges, real estate taxes and assessments, common area charges, condominium or planned unit development or similar community assessments, co-operative fees, maintenance fees, and rents, if any. In determining prorations, the funding date shall be allocated to Purchaser. Payment of special assessment district bonds and assessments, and payment of homeowner's association or special assessments shall be paid current and prorated between Purchaser and Seller as of Closing Date with payments not yet due and owing to be assumed by Purchaser without credit toward Purchase Price. The Property taxes shall be prorated based on an estimate or actual taxes from the previous year on the Property. All prorations shall be based upon a 30-day month and all such prorations shall be final. Seller shall not be responsible for any amounts due, paid or to be paid after closing, including but not limited to, any taxes, penalties or interest assessed or due as a result of retroactive, postponed or additional taxes resulting from any change in use of, or construction on, or improvement to the Property, or an adjustment in the appraised value of the Property. In the event Seller has paid any taxes, special assessments or other fees and there is a refund of any such taxes, assessments or fees after closing, and Purchaser as current owner of the Property receives the payment, Purchaser will immediately submit the refund to Seller. If the Property is heated by or has storage tanks for fuel oil, liquefied petroleum gases or similar fuels, Purchaser will buy the fuel in the tank at closing at the current price as calculated by the supplier. b) Purchaser shall pay all other costs and fees incurred in the transfer of the Property, including cost of any inspection, home warranty, termite or insect infestation, remediation, survey, title policy, escrow or closing fees, vacant building boundary fee, or vacant building fee, except to the extent negotiated between the Parties and as set forth in Paragraph 42. c) If Fannie Mae is the owner and Seller hereunder, Purchaser acknowledges that Fannie Mae is a congressionally chartered corporation and is exempt from realty transfer taxes pursuant to 12 U.S.C. 1 723a(c)(2). 8. Deliverv of Funds: Regardless of local custom, requirements, or practice, upon delivery of the deed by Seller to Purchaser, Purchaser shall deliver all funds due Seller from the sale in the form of bank check, certified check or wire transfer. An attorney's trust fund check shall not be sufficient to satisfy this provision unless the bank holding the account on which the trust fund check is drawn certifies the trust fund check. 4 9. Deliverv of Possession of Property: Seller shall deliver possession of the Property to Purchaser at closing and funding of sale. Seller warrants and covenants with Purchaser that (a) the Property was vacant and unoccupied at the time of commencing discussions with Purchaser for the purchase of the Property, is vacant and unoccupied as of the Effective Date and will be delivered to Purchaser at the closing in a vacant and unoccupied condition, (b) the availability or existence of the federal funds under HERA has not induced the Lender's commencement of the foreclosure proceedings, any deed in lieu of foreclosure or other enforcement procedures which has resulted in Seller's ownership of the Property, and (c) all foreclosure proceedings and any eviction actions are completed and any redemption periods of the prior foreclosed mortgagorlowner and all persons claiming through such person(s) have expired. If Purchaser alters the Property or causes the Property to be altered in any way and/or occupies the Property or allows any other person to occupy the Property prior to closing and funding without the prior written consent of Seller, such event shall constitute a breach by Purchaser under this Agreement and Seller may terminate this Agreement and Purchaser shall be liable to Seller for damages caused by any such alteration or occupation of the Property prior to the Closing Date and funding and Purchaser hereby waives any and all claims for damages or compensation for improvements made by Purchaser to the Property including, but not limited to, any claims for unjust enrichment. 10. Deed: The deed to be delivered at closing shall be a deed that covenants that grantor grants only that title which grantor may have and that grantor will only defend title against persons claiming by, through, or under the grantor, but not otherwise (which deed may be known as a Special Warranty, Limited Warranty, Quit Claim or Bargain and Sale Deed). Any reference to the term "Deed" or "Special Warranty Deed" herein shall be construed to refer to such form of deed. It is the intent of Seller to deliver marketable title to the subject property through the conveyance of the Special Warranty Deed or comparable instrument. 11. Title to be Delivered. At Closing, Seller agrees to deliver to Purchaser the Deed, which conveys marketable fee simple title in the Property to Purchaser subject only to the Permitted Exceptions set forth in Paragraph 42(a). 12. Title and Examination. a) Within five (5) days from the Effective Date, Seller will order a commitment for a title insurance policy (the "Title Commitment") issued by New House Title, L.L.C, ("Title") and provide a copy to Purchaser. Purchaser shall have five (5) days from the date of its receipt of the Title Commitment to examine title and make any objections thereto, which shall be made in writing to Seller or deemed waived. If any objections are so made, Seller shall be allowed 60 days to make title marketable. Pending correction of title, payments hereunder required shall be postponed, but upon correction of title and within ten (10) days after written notice to Purchaser, the Parties shall perform this Agreement according to its terms. 5 13. Defects in Title: Upon examination of the Title Commitment by Purchaser and notice to Seller of a title objection, the Parties agree to proceed as follows: a) If Purchaser raises an objection to Seller's title to the Property as provided in Paragraph 12, which, if valid, would make title to the Property uninsurable and not correctable within sixty (60) days, Seller shall have the right to terminate this Agreement by giving written notice of the termination to Purchaser, provided however, Purchaser shall have the right within 5 days of such notice to either waive such defect or request Seller to proceed under Paragraph 13(c) below. b) However, if Seller is able to correct the problem through reasonable efforts, as Seller determines, at its sole and absolute discretion, within said sixty (60) day period, including any written extensions, or if title insurance is available from a reputable title insurance company at regular rates containing affirmative coverage for the title objections, as provided below or Purchaser waives the defect, then this Agreement shall remain in full force and Purchaser shall perform pursuant to the terms set in this Agreement. c) Seller will cooperate with any title insurance company and Purchaser on the title corrections to remove any such exception or to make the title insurable, but any attempt by Seller to remove such title exceptions shall not impose an obligation upon Seller to remove those exceptions. d) In the event Seller, within such sixty (60) day period is not able to (i) make the title insurable or correct any problem or (ii) obtain title insurance from a reputable title insurance company, all as provided herein, Purchaser may either waive the objection or terminate this Agreement and any Earnest Money deposit will be returned to Purchaser as Purchaser's sole remedy at law or equity. 14. Representations and Warranties: Purchaser represents and warrants to Seller the following: a) Purchaser is purchasing the Property solely in reliance on its own investigation and inspection of the Property and not on any information, representation or warranty provided or to be provided by Seller, its servicers, representatives, brokers, employees, agents or assigns; b) Neither Seller, nor its servicers, employees, representatives, brokers, agents or assigns, has made any representations or warranties, implied or expressed, relating to the condition of the Property or the contents thereof, except as expressly set forth in Paragraph Sea) of this Agreement; 6 c) Purchaser has not relied on any representation or warranty from Seller regarding the nature, quality or workmanship of any repairs made by Seller; and d) Purchaser will not occupy or cause or permit others to occupy the Property prior to closing and funding and, unless and until any necessary Certificate of Occupancy has been obtained from the appropriate governmental entity. IS. Conditions to the Parties' Performance: a) Seller shall have the right, at Seller's sole discretion, to extend the Closing Date or to terminate this Agreement if: 1. full payment of any mortgage insurance claim related to the loan previously secured by the Property is not confirmed prior to the Closing Date or the mortgage insurance company exercises its right to acquire title to the Property; 11. Seller determines that it is unable to convey good and marketable title to the Property insurable by a reputable title insurance company at regular rates; 111. Seller has requested that the servIcmg lender, or any other Party, repurchase the loan previously secured by the Property; IV. a third Party with rights related to the sale of the Property does not approve the sale terms; v. full payment of any property, fire or hazard msurance claim IS not confirmed prior to the Closing Date; VI. any third Party, whether homeowner's association, or otherwise, exercises rights under a right of first refusal to purchase the Property; V11. Purchaser is the former mortgagor of the Property whose interest was foreclosed, or is related to or affiliated in any way with the former mortgagor, and Purchaser has not disclosed this fact to Seller prior to Seller's acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling Seller to exercise any of its rights and remedies; or Vlll. Seller, at Seller's sole discretion, determines that the sale of the Property to Purchaser or any related transactions are in any way associated with illegal activity of any kind. In the event Seller elects to terminate this Agreement as a result of subparagraph IS (a) (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) above, Seller shall return Purchaser's Earnest Money 7 deposit and the Parties shall have no further obligation under this Agreement except as to any provision that survives termination pursuant to Paragraph 21 of this Agreement. b) Purchaser's obligation to purchase the Property is subject to and conditioned upon the fulfillment of the following conditions precedent: (i) If Purchaser is using federal funds under HERA as described on page 1 of this Agreement ("NSP Funds"), the receipt by Purchaser of an appraisal consistent with the NSP Guidelines ("NSP Appraisal") in form and appraised value acceptable to meet NSP Guidelines and support the Total Adjusted Sales Price set forth above and in form and content acceptable to Purchaser. (ii) If Purchaser is using NSP Funds, the receipt by Purchaser of certain required NSP Guidelines reports relating to environmental, historic district conditions and other necessary NSP related due diligence reports ("NSP Due Diligence Reports"), all in form and content acceptable to Purchaser. In the event any of the foregoing conditions precedent to Purchaser's obligation to close are not fulfilled on or before the Closing Date, Purchaser may either waive the objection or terminate this Agreement and any Earnest Money deposit will be returned to Purchaser as Purchaser's sole remedy at law or equity and the Parties shall have no further obligation under this Agreement except as to any provision that survives termination pursuant to Paragraph 21 of this Agreement. Unless otherwise agreed upon between the Parties and as reflected on the closing statement for the transaction which is the subject of this Agreement, the cost of the NSP Appraisal and the NSP Due Diligence Reports shall be at the sole cost and expense of Purchaser. 16. Remedies for Default: a) In the event of Purchaser's default, material breach or material misrepresentation of any fact under the terms of this Agreement, Seller, at its option, may retain any other funds then paid by Purchaser as liquidated damages and/or invoke any other remedy expressly set out in this Agreement and Seller is automatically released from the obligation to sell the Property to Purchaser and neither Seller nor its representatives, agents, attorneys, successors, or assigns shall be liable to Purchaser for any damages of any kind as a result of Seller's failure to sell and convey the Property. b) In the event of Seller's default or material breach under the terms of this Agreement or if Seller terminates this Agreement as provided under the provisions of this Agreement, Purchaser shall be entitled to the return of the Earnest Money deposit as Purchaser's sole and exclusive remedy at law and/or equity. Any reference to a return of Purchaser's Earnest Money deposit contained in the Agreement shall mean a return of the Earnest Money deposit less any escrow cancellation fees applicable to Purchaser under this Agreement and less fees and costs payable for services and products provided during escrow at 8 Purchaser's request. Purchaser waives any claims that the Property is unique and Purchaser acknowledges that a return of its Earnest Money deposit can adequately and fairly compensate Purchaser. Upon return of the Earnest Money deposit to Purchaser, this Agreement shall be terminated, and Purchaser and Seller shall have no further liability, no further obligation, and no further responsibility each to the other and Purchaser and Seller shall be released from any further obligation each to the other in connection with this Agreement. c) Purchaser agrees that Seller shall not be liable to Purchaser for any special, consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability) or any other legal or equitable principle, or any other such expense or cost arising from or related to this Agreement or a breach of this Agreement. d) Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach. e) In the event either Party elects to exercise its remedies as described in this Paragraph 16 of this Agreement, and this Agreement is terminated, the Parties shall have no further obligation under this Agreement except as to any provision that survives the termination of this Agreement pursuant to Paragraph 21 of this Agreement. 17. Indemnification: Purchaser agrees to indemnify and fully protect, defend, and hold Seller, its officers, directors, employees, shareholders, servicers, representatives, agents, attorneys, tenants, brokers, successors or assigns harmless from and against any and all claims, costs, liens, loss, damages, attorney's fees and expenses of every kind and nature that may be sustained by or made against Seller, its officers, directors, employees, shareholders, servicers, representatives, agents, attorneys, tenants, brokers, successors or assigns, resulting from or arising out of: a) inspections, repairs or improvements made by Purchaser or its agents, employees, contractors, successors or assigns; b) the imposition of any fine or penalty imposed by any municipal or governmental entity resulting from Purchaser's failure to timely obtain any necessary Certificate of Occupancy or to comply with equivalent laws and regulations; and c) claims for amounts due and owed by Seller for taxes, homeowner association dues or assessment or any other items prorated at closing under Paragraph 7 of this Agreement, including any penalty or interest and other charges, arising from the proration of such amounts for which Purchaser received a credit at closing under Paragraph 7 of this Agreement. l8. Risk of Loss: Seller assumes all risk of loss related to damage to the Property prior to the Closing Date. In the event of fire, destruction or other casualty loss to the Property after 9 Seller's acceptance of this Agreement and prior to closing and funding, either Party may terminate this Agreement and the Earnest Money deposit shall be returned to Purchaser and neither Party shall have any further rights or liabilities hereunder except as provided in Paragraph 21 of this Agreement. 19. Eminent Domain: In the event that Seller's interest in the Property, or any part thereof, shall have been taken by eminent domain or shall be in the process of being taken on or before the Closing Date, either Party may terminate this Agreement and the Earnest Money deposit shall be returned to Purchaser and neither Party shall have any further rights or liabilities hereunder except as provided in Paragraph 21 of this Agreement. 20. Kevs: Purchaser understands that if Seller is not in possession of keys, including but not limited to, mailbox keys, recreation area keys, gate cards, or automatic garage remote controls, then the cost of obtaining the same will be the responsibility of Purchaser. Purchaser also understands that if the Property includes an alarm system, Seller cannot provide the access code and/or key and that Purchaser is responsible for any costs associated with the alarm and/or changing the access code or obtaining keys. If the Property is presently on a Master Key System, Seller will re-key the exterior doors to the Property prior to closing and funding at Purchaser's expense. Purchaser authorizes and instructs escrow holder to charge the account of Purchaser at closing for the rekey. 21. Survival: Delivery of the deed to the Property to Purchaser by Seller shall be deemed to be full performance and discharge of all of Seller's obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the provisions of Paragraph 17 of this Agreement, as well as any other provision which contemplates performance or observance subsequent to any termination or expiration of this Agreement, shall survive the closing, funding and the delivery of the Deed and/or termination of this Agreement by any Party and continue in full force and effect. 22. Severability: The invalidity, illegality or enforceability of any prOVISIOn of this Agreement shall not affect the validity or enforceability of any other proVISIOn of this Agreement, all of which shall remain in full force and effect. 23. Assie:nment of Ae:reement: Purchaser shall not assign this Agreement without the express written consent of Seller. Seller may assign this Agreement at its sole discretion without prior notice to, or consent of, Purchaser. 24. Entire Ae:reement: This Agreement, including the disclosure of information on lead based paint and/or lead based paint hazards or Seller Disclosure and Release Addendum or other disclosure forms or notices required by law, constitutes the entire agreement between Purchaser and Seller concerning the subject matter hereof and supersedes all previous communications, understandings, representations, warranties, covenants or agreements, either written or oral and there are no oral or other written agreements between Purchaser and Seller. NO ORAL PROMISES, REPRESENTATIONS (EXPRESSED OR IMPLIED), WARRANTIES OR AGREEMENTS MADE BY SELLER AND/OR BROKERS OR ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE DEEMED VALID OR BINDING UPON SELLER 10 UNLESS EXPRESSLY INCLUDED IN THIS AGREEMENT. All negotiations are merged into this Agreement. Seller is not obligated by any other written or verbal statements made by Seller, Seller's representatives, or any real estate licensee. 2S. Modification: No provision, term or clause of this Agreement shall be revised, modified, amended or waived except by an instrument in writing signed by Purchaser and Seller. 26. Rie:hts of Others: This Agreement does not create any rights, claims or benefits inuring to any person or entity, other than Seller's successors and/or assigns, that is not a Party to this Agreement, nor does it create or establish any third Party beneficiary to this Agreement. 27. Counterparts: This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original, but all of which, when taken together, shall constitute one agreement. 28. Headine:s: The titles to the sections and headings of various paragraphs of this Agreement are placed for convenience of reference only and in case of conflict, the text of this Agreement, rather than such titles or headings shall control. 29. Gender: Unless the context otherwise requires, singular nouns and pronouns, when used herein, shall be deemed to include the plural of such nouns or pronouns and pronouns of one gender shall be deemed to include the equivalent pronoun of the other gender. 30. Force Maieure: Except as provided in Paragraph 18 to this Agreement, no Party shall be responsible for delays or failure of performance resulting from acts of God, riots, acts of war, epidemics, power failures, earthquakes or other disasters, providing such delay or failure of performance could not have been prevented by reasonable precautions and cannot reasonably be circumvented by such Party through use of alternate sources, workaround plans or other means. 31. Attorney Review: Purchaser acknowledges that Purchaser has had the opportunity to consult with its legal counsel regarding this Agreement and that accordingly the terms of this Agreement are not to be construed against any Party because that Party drafted this Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of this Agreement. 32. Notices: Any notices required to be given under this Agreement shall be deemed to have been delivered when actually received in the case of hand or overnight delivery, or five (5) days after mailing by first class mail, postage paid. All notices to Seller will be deemed sent or delivered to Seller when sent or delivered to Seller's listing broker or agent, at the address set forth in Paragraph 1 or as otherwise provided in writing to the other Party. All notices to Purchaser shall be deemed sent or delivered when sent or delivered to Purchaser or agent at the address set forth in Paragraph I or as otherwise provided in writing to the other Party. 33. Successors and Assie:ns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the Parties hereto. 11 34. Invaliditv. If for any reason any portion or paragraph of this Agreement shall be declared void and unenforceable by any court of law or equity it shall only affect such particular portion or paragraph of this Agreement and the balance of this Agreement shall remain in full force and effect and shall be binding upon the Parties hereto. 3S. Attorneys' Fees. Each Party shall pay the fees and costs of its own counsel. In the event a legal proceeding is commenced to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and costs from the other Party. 36. Cumulative Rie:hts. The rights, options, election and remedies contained in this Agreement shall be cumulative; and no one such rights, options, elections and remedies shall be construed as excluding any other of them or any right or remedy allowed or provided by law. 37. Governine: Law. This Agreement shall be governed and construed in accordance with the laws of the jurisdiction in which the Property is located. 38. rParae:raph Intentionally Deleted], 39. Deliveries by Seller. Within seven (7) days after the Effective Date, if not already delivered to Purchaser, Seller shall deliver the following to Purchaser: a) Copies of all licenses, permits, inspection reports, zonmg information and Certificates of Occupancy in Seller's possession, if any. b) All building plans, diagrams, architect drawings, surveys and construction or architect contracts in Seller's possession, if any. 40. Closine: Costs. The following costs and expenses shall be paid as follows in connection with the closing. a) Seller shall pay all fees required to obtain and record any documents necessary to deliver clear title to the Property to Purchaser, including the amount of state deed or transfer tax required to record the Deed. b) Seller shall pay the following costs in connection with the closing: (i) The cost of preparation of the Title Commitment; (ii) All premiums and costs incurred in connection with the issuance of any title insurance policy and endorsements 41. Closine: Documents. The following documents shall be executed and delivered at time of closing: a) Seller Documents: (i) Deed; 12 (ii) Affidavit Regarding Seller; (iii) FIRPT A Affidavit; and (iv) Executed Settlement Statement. b) Purchaser documents: (i) Affidavit Regarding Purchaser; (ii) Executed Settlement Statement; and (iii) The balance of the Purchase Price due at Closing. 42. State and Local Specific Provisions a) Permitted Exceptions. At Closing, Seller agrees to deliver to Purchaser the Deed which conveys marketable fee simple title in the Property to Purchaser subject only to the following ("Permitted Exceptions"): (i) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use; (ii) Real estate taxes that are a lien, but are not yet due and payable; and (iii) Rights or claims of parties in possession not shown by the public records; (iv) Easements, or claims of easements, not shown by the public records; (v) Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate surveyor inspection of the premises; (vi) Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records; (vii) Any adverse claim or any portion of said land which has been created by artificial means or has accreted to any such portion so created and riparian rights, if any; (iii) Taxes or special assessments which are not shown as existing liens by the public record b) Condominium or Planned Unit Development. If the Property is a condominium or planned unit development or co-operative, unless otherwise required by law, Purchaser, at Purchaser's own expense, is responsible for obtaining and reviewing the covenants, conditions and restrictions and bylaws of the condominium, or planned unit development or cooperative within (10) days of 13 execution of the Effective Date. Seller agrees to use reasonable efforts, as determined at Seller's sole discretion, to assist Purchaser in obtaining a copy of the covenants, conditions and restrictions and bylaws. Purchaser will be deemed to have accepted the covenants, conditions and restrictions and by laws if Purchaser does not notify Seller in writing, within IS days of the Effective Date, of Purchaser's objection to the covenants, conditions and restrictions and/or bylaws. c) Lead Paint Disclosure. Seller represents that the dwelling was constructed on the real property in 1978 or later. l Seller represents that the dwelling was constructed on the real property before 1978. (If such housing is located on the real property, attached and made a part of this Agreement is the form, LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978.) d) Inspection. Notwithstanding the provisions of Paragraph S above relating to inspections, the following shall govern the conduct of the Parties with respect to such inspections: [NO FURTHER DISCLOSURE REQUIRED] e) Seller Disclosure: (1) There are no facts known to Seller materially affecting the value of the Property which are not readily observable by Buyer or which have not been disclosed to Buyer: (2) Seller extends and intends no warranty and makes no representation of any type, either express or implied, as to the physical condition or history of the Property; and (3) Seller has received no written or Verbal notice from any governmental entity or agency as to a currently uncorrected building, environmental, or safety code violation. f) Closing Costs and Adjustments. Notwithstanding the provisions of Paragraph 7 above relating to closing costs and adjustments, the following shall govern the conduct of the Parties with respect to such closing costs and adjustments: [NO FURTHER DISCLOSURE] g) Title and Examination. Notwithstanding the provisions of Paragraph 12 above relating to title and title examination, the following shall govern the conduct of the Parties with respect to such title and title examination: [NO FURTHER DISCLOSURE] h) Closing Costs. In addition to the Closing Costs set forth at Paragraph 40 above, the following closing costs shall be paid in the following manner: [NO FURTHER DISCLOSURE] 14 i) BUYER WAIVER OF CLAIMS: Buyer waives any claims against Seller and to the extent permitted by law, against any real estate licensee involved in the negotiation of the Contract, for any defects or other damage that may exist at Closing of the Contract and be subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. 43. Seller Specific Provisions a) Authorization to Title Company. The undersigned Purchaser and Seller hereby: (i) authorize and direct Title or any title company or closing agent providing services in connection with this transaction (the "Closing Agent") to furnish a copy of any HUD-I Settlement Statement generated in connection with the closing of this transaction, whether unsigned or signed by the Parties, showing both the Purchaser's and Seller's sides of the transaction to the closing outsource provider of the Seller; (ii) agree that the Closing Agent shall have no liability under the Gramm-Leach-Bliley Act, any other statute or regulation relating to privacy or information disclosure or otherwise as a result of its compliance with the direction to release aforementioned HUD-l Settlement Statements to the closing outsourcer; and (iii) agree that the closing outsourcer may furnish such HUD-l Settlement Statements to any authorized agent of the Seller. b) "AS IS" Sale. Purchaser is aware that Seller acquired the Property through either a foreclosure or a deed-in-lieu of foreclosure, and that Seller is selling and Purchaser is purchasing the Property in an "AS IS CONDITION WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE". Purchaser acknowledges, on behalf of itself, its opportunity to inspect and investigate the Property and all improvements thereon, either independently or through agents of Purchaser's choosing, and that in purchasing the Property Purchaser is not relying on any statements or representations made by Seller or Seller's agents as to the condition of the Property and/or any improvements thereon, including BUT NOT LIMITED TO, heating, sewage, roof, foundations, soils and geology, septic, lot size or suitability of the Property and/or its improvements for particular purposes, or that any appliances, if any, plumbing and/or utilities are in working order, and/or that the improvements are structurally sound and/or in compliance with any local, city, county, state and/or federal statutes, codes or ordinances. Purchaser(s) agrees to pay the fees for inspections of his choice at the time of the physical inspection(s) including termite inspection and report. If it is determined that there is mold in Property, Purchaser shall not hold Seller liable for removal of, or exposure to, the mold. The closing of this transaction shall constitute an acknowledgement by the Purchaser that THE PREMISES WERE ACCEPTED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE AND IN AN "AS-IS" CONDITION BASED SOLELY ON PURCHASER'S OWNER INSPECTION AND THAT SELLER SHALL HAVE NO FURTHER OBLIGATIONS, LIABILITIES OR RESPONSIBILITIES UNDER THE AGREEMENT OR ANY 15 ADDENDUM THERETO, ANYTHING TO THE CONTRARY NOTWITHSTANDING. c) Repairs. Purchaser(s) is purchasing the Property in its current "As Is" condition subject only to such repairs as may be expressly required under the Agreement or agreed to in writing by Seller and Purchaser(s) prior to closing. Should any lender or any insuring entity or agency require that certain repairs to the Property be made or that certain other conditions be met, the Seller, at its sole option, may comply with such requirement or terminate the Agreement. Furthermore, should any FHA Conditional Commitment or VA Certificate of Reasonable Value vary from the agreed upon Purchase Price of the Property, then Seller, at its sole option, may terminate the Agreement. Notwithstanding that repairs may be made to the Property pursuant to the terms of this Agreement and prior to closing, Purchaser(s) acknowledges that Seller has not made and shall not make any representations or warranties of any character as to the necessity for any such repairs, or the absence of any necessity therefore, or of the adequacy of any such repairs upon completion thereof. Purchaser(s) agrees that it shall be solely the responsibility of Purchaser(s) to inspect and verify, prior to closing, the completion and adequacy of any and all such repair. d) No Representation or Warranties. SELLER DOES NOT MAKE ANY REPRESENT A TIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PROPERTY, THE APPLIANCES, UTILITY FIXTURES, EQUIPMENT AND OTHER APPURTENANCES RELATING THERETO; OR ANY OTHER MATTER AFFECTING OR RELATING TO THE HEREIN DESCRIBED PROPERTY (OTHER THAN THE WARRANTY OF TITLE ACCORDING TO THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), AND THAT THE PURCHASER(S) HAS BEEN AFFORDED AN ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE CONDITION OF THE PROPERTY. PURCHASER(S) HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE, AND PURCHASER(S) AGREES TO ACCEPT THE HEREIN DESCRIBED PROPERTY "AS-IS" AND "WHERE-IS" AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF THE HEREIN DESCRIBED PROPERTY OR OF ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. NO REPRESENTATIONS, CLAIMS, STATEMENT, ADVERTISING OR PROMOTIONAL ACTIVITIES MADE OR CONDUCTED BY SELLER OR SELLER'S AGENTS OR REPRESENTATIVES SHALL BE BINDING UPON THE SELLER UNLESS THE SAME ARE EXPRESSLY SET FORTH IN THE AGREEMENT, ITS ADDENDA, OR A SUBSEQUENT WRITTEN AGREEMENT EXECUTED BY THE SELLER AND PURCHASER(S). e) Neither Purchaser nor any of its affiliates, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or 16 entity with whom United States persons or entltles are restricted from doing business under regulations of the Office of Foreign Asset Control ("OF AC") of the Department of the Treasury (including those named on OF AC's Specially Designated and Blocked Persons List, Specially Designated Terrorists or Specially Designated Narcotics Traffickers Lists) or under any statute, executive order (including the September 24, 2001 Executing Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. *See attached Addendum to Purchase Agreement, incorporated herein and made a part hereof IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first above written. SELLER: CHASE HOME FINANCE, LLC a Delaware corporation By: Its: Date: 17 ATTEST: ' L~;,--",.'\.l."" <")~~' . r>W~~1l~1'J.~ .t~~'f' Clerk .". '.,~ " ~ ......::\, ,':;~~.~'", ,'~ '. PURCHASER: COLLIER COUNTY, A POLITICAL SUB iVISION OF THE STATE OF FLORIDA I _ By: ~ Donna Fiala, Chairman Its: Chairman Date: Lf:-t~ {A orm & legal sufficiency ---- Jeff y latzkow County Attorney 18 EXHIBIT" A" Legal Description of Property LOT 9, BLOCK 164, GOLDEN GATE, UNIT NO.S, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK S, AT PAGES 117 THROUGH 123, INCLUSIVE, OF THE PUBLIC RECORDS OF COLLIER COUNTY FLORIDA. Tax Parcel No. EXH-A EXHIBIT "B" Personal Property Ifnone, state none: NONE EXH-B EARNEST MONEY ADDENDUM TO PURCHASE AGREEMENT THIS ADDENDUM TO PURCHASE AGREEMENT ("Addendum") is dated as of the _ day of , 2009, by and between CHASE HOME FINANCE LLC (hereinafter called "Seller"), Collier County. a Political Subdivision of the State of Florida, (hereinafter called "Purchaser"), and New House Title. LLC, (hereinafter called "Escrow Agent"), amending that certain Purchase and Sale Agreement ("Purchase Agreement") between the parties of even date herewith. 1) Escrow Agent acknowledges receipt of earnest money in the amount of $0.00 pursuant to the Purchase Agreement which Escrow Agent shall hold in a non-interest bearing account pursuant to taxpayer information provided to Escrow Agent by Purchaser. 2) If Purchaser cancels the Purchase Agreement, Purchaser must give written notice to Escrow and Seller. If Escrow Agent does not receive a written objection from Seller within a five (5) business day period after the date of Purchaser's written notice, then Escrow Agent shall disburse the earnest money to Purchaser. If Escrow Agent receives a written objection from Seller within such five (5) business day period, Escrow Agent shall continue to hold the earnest money until Escrow Agent receives joint written instructions from Seller and Purchaser regarding disbursement of the earnest money or until Escrow Agent receives a final order from a court of competent jurisdiction directing Escrow Agent to release the earnest money. 3) Any notices required to be given under this Addendum shall be deemed to have been delivered when actually received in the case of hand or overnight delivery, or five (5) days after mailing by first class mail, postage paid, addressed as follows: To Seller at: Chase Home Finance, LLC 111 East Wisconsin Ave 3'd Floor Mail code WIl-2088 Milwaukee WI 53202 Attn: Mike Panaro To Purchaser at: Collier County 3301 Tamiami Trail E Naples. Florida 34112 Attn: Gary Bigelow To Escrow Agent at: New House Title. LLC 9199 Corporate Lake Drive. Suite 300 Tampa. FL 33634 Attn: Phyllis A. Bittel 4) The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other Parties hereto are complying with any Addendum # 1 - Page 1 requirements of law of the terms and conditions of any other agreements among said Parties. Escrow Agent may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper Party or Parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent may consult the advice of counsel with respect to any issues concerning the interpretation of its duties hereunder. Purchaser and Seller hereby acknowledge such fact and indemnify and hold harmless Escrow Agent from any action taken by it in good faith in reliance thereon. Escrow Agent shall have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Escrow Agent may continue to hold the same or commence an action in interpleader and in connection therewith remit the same to a court of competent jurisdiction pending resolution of such dispute, and the Parties hereto hereby indemnify and hold harmless Escrow Agent for any action taken by it in good faith in the execution of its duties hereunder. The Parties agree that there may exist a potential conflict of interest between the duties and obligations of Escrow Agent pursuant to this Addendum and as insurer of the title to the property after sale from Seller to Purchaser. The Parties hereto acknowledge such potential conflict and indemnify and hold harmless Escrow Agent from any claim of interest arising as a result of the exercise of its duties hereunder and in determining whether it can give its irrevocable commitment to insure title. SELLER CHASE HOME FINANCE, LLC By: Its: Addendum # 1 - Page 2 PURCHASER: COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA / (J By: Donn~~Chi~ Its: Chairman DATED:~ ATTEST: DWIGHT .fl: )~~t'JGK., CLERK "\ . '.. 4' to'. "', ...'J..... ~~~O( · .t..~. ~." " 01. . 'I '.1\,,,, orm & legal sufficiency Addendum # I - Page 3 ESCROW AGENT: New House Title, L.L.C By: Its: Addendum # 1 - Page 4 LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978 TO PURCHASE AGREEMENT BETWEEN CHASE HOME FINANCE, LLC, AS SELLER AND COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, AS BUYER LEAD WARNING STATEMENT Every purchaser of any interest in residential real property on which a residential dwelling was built before 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead- based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended before purchase. SELLER'S DISCLOSURE 1. Presence of lead-based paint and/or lead-based paint hazards (check items a or b below): a. _ Known lead-based paint and/or lead-based paint hazards are present in the housing. If checked, the following explanation is provided: b. -.2L Seller has no knowledge oflead-based paint and/or lead-based paint hazards in the housing. 2. Records and reports available to Seller (check item a or b below): a. _ Seller has provided Buyer with all available records and reports pertaining to lead- based paint and/or lead-based paint hazards in the housing. If checked, the following documents were provided: b. ---2L Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the housing. BUYER'S ACKNOWLEDGMENT 1. Buyer has read the Lead Warning Statement above and understands its contents, and has received copies of all information listed above. 2. Buyer has received the pamphlet Protect Your Family from Lead in Your Home. 3. Buyer has either (check one of the boxes below): [J received a IO-day opportunity (or mutually agreed-upon period) to conduct a risk assessment or inspection for the presence oflead-based paint and/or lead-based paint hazards; or o waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards. Addendum #3 - Page 1 AGENT'S ACKNOWLEDGMENT BY AGENT'S EXECUTION BELOW, AGENT ACKNOWLEDGES THAT: Agent has informed Seller of Seller's obligations under 42 V.S.C. 94852d and is aware of his or her responsibility to ensure compliance. CERTIFICATION OF ACCURACY The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. SELLER: PURCHASER: *** CHASE HOME FINANCE, LLC COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA ~~d~ By: By: Its: Its: Listing broker/agent date Selling broker/agent date *** DATED:~/3-L)C) ATTEST: DWIGHT E. BOR~&9~~~8030 . " .., ~ ,1 , . ;; 'l 'f,) . r ( ..... .:/ ,,; -l.< \ ~ ~~o_~o~~~ leg~~mCiency Jeffr~T-\fKi~tZkow --- County Attorney Addendum #3 - Page 2 PROPERTY ADDRESS: 5360 19th PI SW, Naples, Fl34116 ADDENDUM THIS ADDENDUM is entered into this day of May, 2009, by and between Chase Home Finance, llC a Delaware Corporation (Seller), and COLLIER COUNTY, a political subdivision of the State of Florida (Buyer), Buyer and Seller entered into that certain Agreement for Sale and Purchase dated April 16, 2009 (the "Agreement"). Subsequent to entering into the Agreement and pursuant to provision of the Agreement, Buyer and Seller wish to append the Agreement with the following additional terms and conditions: 1. The closing date shall be extended to May 29, 2009 with no associated penalties for said extension. Except as expressly provided herein, the Agreement between the Buyer and the Seller remains in full force and effect according to the terms and conditions contained therein, and said terms and conditions are applicable hereto except as expressly provided otherwise herein, IN WITNESS WHEREOF, the Buyer and Seller have hereto executed this Addendum the day and year first above written. Date Property acquisition approved by BCC: March 24, 2009, Item lOF DATED: Inc.'j 2.4) '2J~9 BUYER: T.'" '" . ._\ -. "'; .18.,. ........li.:::' " , ,';' . 'r.~~,' ",.., .",:_:;\10'" I , ~;v :.,~ '-J \ ,.I BOARD OF C NTY COMMISSIONERS COLLIER C ,FLORIDA / _ BY: ~ ~~ Donna Fiala, Chairman AlTEST: .~: "'.". DWIGWft,BRQqt{~lerk ::>,:. "", ".. ..... rf) SELLER: , ~ ,'- By: ~_~/13--- Print: / / iii ".S; c-- /'..,,.,; Itrt-b Title: /~ t/f? Approved as to form and legal sufficiency: ~~~~ S"N~ \FJ.(t., 8. W-H \TL o ~ ~ County Attorney PROPERTY ADDRESS: 5360 19u PI SW, Naples, FL 34116 .\I>I>E:"I Dl' 1\1 THIS ADDENDUM is entered into this~ day of June, 2009, by and between Chase Home Finance, LLC a Delaware Corporation (Seller), and COLLIER COUNTY, a political subdivision of the State of Florida (Buyer). Buyer and Seller entered into that certain Agreement for Sale and Purchase dated April 16, 2009 (the "Agreement"). Subsequent to entering into the Agreement and pursuant to provision of the Agreement, Buyer and Seller wish to append the Agreement with the following additional terms and conditions: 1. The closing date shall be extended to June 12, 2009 with no associated penalties for said extension. Except as expressly provided herein, the Agreement between the Buyer and the Seller remains in full force and effect according to the terms and conditions contained therein, and said terms and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the Buyer and Seller have hereto executed this Addendum the day and year first above written. Date Property acquisition approved by BCe: March 24, 2009, Item 10F DATED:.. b -5~Ot:L__ BUYER: ATTEST:.. . DWIG~L ~? .~~~, Clerk' ~.":'~'_:'. _ "__.~._..'."'~ ... CC-, -;-.J ." , Clerk altlt . ..:' c' ". '" . ~~......,~~ 7~ ' ',"; " ~;':'.\::_'~~~ BOARD OF COUNTY COMMISSIONERS COLLIER CO , FLORIDA By:-----L Donna Fla a, SELLER: Chase Home Finance, LLC, a Delaware Corporation ) By: .-/'-/ / ':-,. Print: _ .-//cll-th ~/I"'-./"i', (.; Title: ,Jh/f' Approved as to form and legal sufficiency: ._-,.~~~.~~ ~ . County Attorne'l MEMORANDUM Date: April 15, 2009 To: Gary Bigelow, Property Acquisition Specialist From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Purchase & Sales Agreement for Property at 5360 SW 19th Place for the Neighborhood Stabilization Program Enclosed is the original sales contract referenced above (Agenda Item #10F) approved by the Board of County Commissioners on Tuesday, March 24, 2009. After processing please forward a fully executed copy to the Minutes & Records Office for the Board's Official Record. If you should have any questions, please contact me at 252-8406. Thank you. Enclosure