Purchase & Sale Agreement #1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Aoreement") is made between WELLS FARGO
BANK, N.A., a national banking association, whose address is 1 Home Campus, Des Moines,
Iowa 50328-0001 ("Seller") and Collier County a political sub-division of the State of
Florida, a [check applicable provision] 0 tax exempt municipal corporation 0 non-profit
organization 0 limited liability company, whose address is
_ 3301 TAMIAMI TRAIL EAST, NAPLES, FL 34112
("Purchaser"), (together, the "Parties" and individually, the "Party") and is effective as of
DECEMBER 10, 2009 (the "Effective Date").
Recitals:
Seller owns certain real property, improvements, appurtenances and hereditaments located at
2742 Storter Avenue, Naples,County of Collier, State of FLORIDA, legally described on Exhibit
A attached to this Agreement (the "Properly") which it wishes to sell, and which Purchaser
wishes to purchase; and
The sale and purchase of the Properly 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;
1. National Community Stabilization Prooram. The Parties acknowledge the
purchase and sale of the Properly between Seller and Purchaser is 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 et seq. of Title 3 of
Division B of the Housing and Economic Recovery Act of 2008, as amended by the American
Recovery and Reinvestment Act of 2009, H.R. 1, as may be further amended and
supplemented from time to time (collectively, the "Act") and the Notice of Allocations,
Application Procedures, Regulatory Waivers Granted to and Alternative Requirements for
Emergency Assistance for Redevelopment of Abandoned and Foreclosed Homes Developers
under the Housing and Economic Recovery Act, 2008 issued by the Department of Housing
and Urban Development ("HUD") and found at the Federal RegisterNol. 73, No. 194/0ctober 6,
2008/Notices, as the same may be amended, restated or supplemented (the "NSP
Regulations"). (The Act and the NSP Regulations are hereafter referred to collectively as the
"NSP Guidelines"). The Parties hereby acknowledge that such federal funding [check
applicable provision] IS. XI IS NOT 0 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
the NSP Guidelines.
2.
Agreement,
Property.
Sale of ProDertv. Subject to compliance with the terms and conditions of this
Seller shall sell to Purchaser and Purchaser shall purchase from Seller the
3. Purchase Price. The purchase price for the Properly shall be FOURTY NINE
THOUSAND NINE HUNDRED and 00/100 Dollars $49,900 (the "Purchase Price"). However,
pursuant to the NSP Guidelines, the amount payable by Purchaser to Seller for the purposes of
this transaction as the consideration to be paid shall be THIRTY SEVEN THOUSAND SIX
HUNDRED TWENTY and 00/100 Dollars $37,620 ("Total Adjusted Sales Price"). The term
Total Adjusted Sales Price has been determined by Seller and Purchaser taking certain agreed
upon sums and applying such sums to the following formula: (a) the Purchase Price less (b)
Seller Adjustments (as described below). Consequently the amount due and payable by
Purchaser to Seller shall be payable as follows:
(a) Zero dollars $0.00 ("Earnest Money") which shall be delivered to the
account of the closing agent within three (3) working days after execution of this
Agreement,; and
(b) THIRTY SEVEN THOUSAND SIX HUNDRED TWENTY and 00/100
Dollars $37,620 representing the balance of the Total Adjusted Sales Price payable by
certified check, or wire transfer on the Closing Date (defined below).
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 the fair market value of the Property ("Seller's Estimate of Fair
Market Value") provided to Purchaser pursuant to negotiations which have occurred prior to the
execution of this Agreement and pursuant to the NSP Guidelines. Seller Adjustments are those
agreed upon reductions to Seller's Estimate of Fair Market Value derived through negotiations
with Purchaser prior to the execution of this Agreement. 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 execution of this Agreement, 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: Closina 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 January 8, 2010 (the "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, 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.
5. InsDections.
(a) Before entering into this Agreement, 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. Purchaser shall keep
the Property free and clear of liens and indemnify and hold Seller harmless from all
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liability claims, demands, damages, and costs related to Purchaser's inspection and any
inspection conducted by Purchaser after the date of this Agreement, and Purchaser shall
repair all damages arising from or caused by the inspections. 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 Seller, unless
required by law, in which case, Purchaser shall provide reasonable notice to Seller prior
to any such inspection. If Seller has winterized this Property and Purchaser desires to
have the Property inspected, the listing agent will have the Property dewinterized prior to
inspection and rewinterized after inspection. Purchaser agrees to pay this expense in
advance to the listing agent. The amount paid under this provision shall be
nonrefundable.
(b) Where: (a) structural, electrical, mechanical, plumbing, termite inspection,
zoning, code compliance or pending improvements reports relating to the Property have
been prepared for the benefit of Seller, (b) notices of any violations of laws or
governmental ordinances, regulations or laws relating to the Property have been
received by Seller, or (c) Seller has received any notice, writing or information regarding
any pending or threatened litigation relating to the Property, and where such information,
reports, or other items are in the possession of the REO department of Seller or Seller's
real estate agent (if engaged by Seller in connection with this transaction); upon request,
Purchaser will be allowed to review the notices, information and reports to obtain the
same information and knowledge as Seller has about the condition of the Property.
Purchaser acknowledges that the inspection reports prepared or caused to be prepared
by Seller are for the sole use and benefit of Seller. Purchaser will not rely upon any
such inspection reports obtained by Seller in making a decision to purchase the
Property; provided however, Purchaser shall have ten (10) business days after review of
said information, reports and notices to terminate this Agreement, whereupon all Earnest
Money shall be immediately returned to Purchaser and this Agreement shall be null and
void and neither Party shall have any further rights or liabilities hereunder except as
provided in Paragraph 26 of this Agreement.
6. Personal ProDertv. 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 Total Adjusted Sales 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 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. Closinll 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
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prorated between Purchaser and Seller as of the Closing Date with payments not yet
due and owing to be assumed by Purchaser without credit toward the Total Adjusted
Sales Price. The Property taxes shall be prorated based on an estimate or actuai taxes
from the previous year on the Property. All prorations shall be based upon a 3D-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. Property taxes shall be prorated to the Closing Date on a per
diem calendar basis. All interest, rents, city water charges current operating expenses,
and homeowner's association dues shall be prorated to the Closing Date. Homeowner
association transfer dues, if any, are to be paid by Purchaser.
D Purchaser I2J Seller (check one) agrees to I2J pay D assume (check one) all special
assessments levied of record or certified into the current year's taxes as of the date of
closing.
D Purchaser I2J Seller (check one) agrees to pay any pending assessments at closing
or to deposit funds in escrow in an amount considered sufficient by lender, if any, to
cover the costs; any difference to be refunded to theD Purchaser I2J Seller (check one).
(b) Purchaser shall pay:
(i) One-half of all closing and escrow fees;
(ii) The cost of preparation of a title binder on any title insurance
policy.
(iii) All recording and service fees required in order to record the
Deed, if any.
(iv)
(e) Seller shall pay:
(i) One-half of all closing and escrow fees;
(ii) The cost of preparation of the Title Commitment;
(iii) All fees required to obtain and record any documents necessary to
deliver clear title to the Property to Purchaser, including the amount of state and
county deed or transfer tax required to record the Deed; and
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(iv) All premiums and costs incurred in connection with the issuance
of any title insurance policy and endorsements, excluding the cost of preparing a
title binder on the insurance policy.
8. Delivery of Funds. Regardless of local custom, requirements, or practice, upon
delivery of the Deed (defined below) by Seller to Purchaser, Purchaser shall deliver all funds
due Seller from the sale in the form of 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.
9. Delivery of Possession of Property. Seller shall deliver possession of the
Property to Purchaser on the Closing Date 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 at the time of the execution of this Agreement 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 the Act has not induced the Seller'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 mortgagor/owner and all persons claiming through such
person(s) have expired. If Purchaser alters the Properly or causes the Property to be altered
in any way and/or occupies the Properly 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 or Limited Warranty, ). Any reference to the term "Deed" herein
shall be construed to refer to such form of Deed. It is the intent of Seller to deliver title to the
subject Properly through the conveyance of the Deed or comparable instrument. The
comparable instrument, at a minimum, must contain the following language: "Grantor
covenants that it is seized and possessed of the said land and has a right to convey it, and
warrants the title against the lawful claims of all persons claiming by, through and under it, but
not further otherwise."
11. Title to be Delivered. At closing, Seller agrees to deliver to Purchaser the
Deed, which conveys fee simple title in the Properly to Purchaser subject only to the following: .
(a) 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) Building laws, ordinances, State and Federal regulations;
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(iii) Real estate taxes that are a lien, but are not yet due and payable;
(iv) Reservation of any minerals or mineral rights to the State of
Nevada; and
(v) Utility and drainage easements which do not interfere with present
improvements.
(b) Homeowner's Associations. Condominiums or Planned Unit
Develooments. 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 ten (10)
days of execution of this Agreement by both Parties. 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 fifteen (15) days of execution of this Agreement, of
Purchaser's objection to the covenants, conditions and restrictions and/or bylaws.
Purchaser understands and acknowledges that this transaction may be subject to the
written consent of the governing body of a condominium, planned unit development, co-
operative, or home owner's association, depending on the covenants, conditions and
restrictions and/or bylaws of said governing body. Purchaser agrees to promptly submit
such references or other information as such governing body may require and Purchaser
agrees to cooperate in any reasonable manner to obtain such consent, including a
personal appearance by Purchaser before such governing body. Purchaser shall be
solely responsible for obtaining such consent.
If after reasonable efforts, Purchaser is unable to obtain such governing body's consent
to this transaction, Purchaser may terminate this Agreement and Purchaser shall be
entitled to the return of the Earnest Money as Purchaser's sole and exclusive remedy at
law and/or equity. Upon return of the Earnest Money 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 except as to any provisions that survives termination pursuant to Paragraph
26 of this Agreement.
(c) Lead Paint Disclosure. [check the applicable provision]
[8] Seller represents that the dwelling was constructed on the real
property in 1978 or later.
o 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.)
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12. Title and Examination. Within five (5) days from the date of this Agreement,
Purchaser will order a commitment for a: (a) title insurance policy (the "Title Commitment"), or
(b) a title report or opinion of title (the "Title Opinion") issued by
STEWART TITLE COMPANY, NAPLES, FL (the "Title Company") and provide a copy to
Seller. Purchaser shall have five (5) days trom me date of its receipt of the Title Commitment or
Title Opinion 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 sixty (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. Objections to title shall mean a
title matter which fails to meet the customary title examination standards for title examiners for
the jurisdiction in which the Property is located and makes the title unmarketable. Purchaser
may, without waiving any requirement of the Seller to deliver a Deed, accept a title to the
Property insured as to marketability under a policy of title insurance which demonstrates that the
title to the Property is insurable notwithstanding such objection.
13. Defects in Title. Upon examination of the Title Commitment or Title Opinion 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 five (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 (subject to Purchaser's consent described in
Paragraph 12) 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 the Title 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 marketable or correct any problem or (ii) obtain title insurance from a reputable
title insurance company, all as acceptable to Purchaser as provided herein, Purchaser
may either waive the objection or terminate this Agreement and any Earnest Money will
be returned to Purchaser as Purchaser's sole remedy at law or equity.
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14. Purchaser 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) Purchaser has not relied on any representation or warranty from Seller
regarding the nature, quality or workmanship of any repairs made by Seller; and
(c) 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, will not occupy
or cause or permit others to occupy the Property until after the closing.
(d) Purchaser has full power and authority to enter into this Agreement and to
perform all its obligations hereunder, and has taken all action required by law, its
governing instruments, or otherwise to authorize the execution, delivery, and
performance of this Agreement and all the deeds, agreements, certificates, and other
documents contemplated herein. This Agreement has been duly executed by and is a
valid and binding agreement of Purchaser, enforceable in accordance with its terms,
except as enforceability may be limited by equitable principles or by the laws of
bankruptcy, insolvency, or other laws affecting creditors' rights generally.
(e) Neither Purchaser nor any of its affiliates, and none of their respective
employees, officers, directors, or to the best of Purchaser's knowledge, representatives
or agents is a person or entity with whom United States persons or entities are restricted
from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of
the Department of the Treasury (including those named on OFAC'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 engaged in any dealings or transactions or
otherwise associated with such persons or entities.
Pursuant to the Bank Secrecy Act and requirements specified by OFAC, Seller will not
engage in any transaction with any individual or entity that either appears on the list of
Specially Designated Nationals and Blocked Persons, Specially Designated Terrorists,
Specially Designated Narcotics Traffickers, or that Seller suspects to be involved in a
suspicious transaction or one in violation of federal law, therefore the information on the
attached Exhibit "C" must be provided to Seller by Purchaser.
(f) OFAC Disclosure. (Check the provision that applies.)
Purchaser hereby represents and warrants that Purchaser has
completed an OFAC Certificate in the form attached hereto at
Exhibit "C" and by Purchaser's signature to this Agreement,
Purchaser represents and warrants that the OFAC Certificate
previously provided to Seller is true and correct in every way, or
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that Purchaser has provided a completed, amended and correct
OFAC Certificate in connection with this transaction.
Purchaser is a municipal corporation and the
representation and warranty in Paragraph 14(e) above is true and
correct with respect to such municipality to the best of the
knowledge of the signatory on behalf of the Purchaser.
15. Seller ReDresentations and Warranties. Seller represents and warrants to
Purchaser the following:
(a) Seller has full power and authority to enter into this Agreement and to
perform all its obligations hereunder, and has taken all action required by law, its
governing instruments, or otherwise to authorize the execution, delivery, and
performance of this Agreement and all the deeds, agreements, certificates, and other
documents contemplated herein. This Agreement has been duly executed by and is a
valid and binding agreement of Seller, enforceable in accordance with its terms, except
as enforceability may be limited by equitable principles or by the laws of bankruptcy,
insolvency, or other laws affecting creditors' rights generally.
16. ProDertv Disclosures. Seller makes no representations or warranties
concerning the Property with respect to the following:
(a) "AS IS" Sale. OTHER THAN MATTERS RELATING TO TITLE TO THE
PROPERTY SET FORTH IN PARAGRAPHS 9, 10 AND 11 AND THE RIGHTS OF THE
PARTIES WITH RESPECT TO THE SAME AND PARAGRAH 15, Purchaser is aware
that Seller acquired the Property subject of this transaction 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 PHYSICAL 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 physical
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 agrees to pay the fees for
inspections of Purchaser's choice at the time of the physical inspection(s) including
termite inspection and report. If it is determined that there is mold in the Property,
Purchaser shall not hold Seller liable for removal of, or exposure to, the mold. OTHER
THAN MATTERS RELATING TO TITLE TO THE PROPERTY SET FORTH IN
PARAGRAPHS 9,10,11 AND THE RIGHTS OF THE PARTIES WITH RESPECT TO
THE SAME AND PARAGRAH 15, THE CLOSING OF THIS TRANSACTION SHALL
CONSTITUTE AN ACKNOWLEDGEMENT BY PURCHASER THAT THE PHYSICAL
CONDITION OF THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND OR NATURE AND IN AN "AS-IS" CONDITION BASED
SOLELY ON PURCHASER'S OWN INSPECTION AND THAT SELLER SHALL HAVE
NO FURTHER OBLIGATIONS, LIABILITIES OR RESPONSIBILITIES AS TO THE
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PHYSICAL CONDITION OF THE PROPERTY UNDER THIS AGREEMENT OR ANY
ADDENDUM THERETO.
(b) Repairs. Purchaser 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 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, 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 Total Adjusted Sales 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 acknowledges
that Seller has not made and will 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
agrees that it shall be solely the responsibility of Purchaser to inspect and verify, prior to
closing, the completion and adequacy of any and all such repair.
(e) No Representation or Warranties. OTHER THAN MATTERS RELATING
TO TITLE TO THE PROPERTY SET FORTH IN PARAGRAPHS 9, 10 AND 11 AND
THE RIGHTS OF PARTIES WITH RESPECT TO THE SAME AND PARAGRAH 15,
SELLER DOES NOT MAKE ANY REPRESENTATIONS 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
PURCHASER HAS BEEN AFFORDED AN ADEQUATE OPPORTUNITY TO INSPECT
AND EVALUATE THE CONDITION OF THE PROPERTY. PURCHASER HEREBY
EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE, AND PURCHASER 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, STATEMENTS, ADVERTISING
OR PROMOTIONAL ACTIVITIES MADE OR CONDUCTED BY SELLER OR SELLER'S
AGENTS OR REPRESENTATIVES SHALL BE BINDING UPON SELLER UNLESS THE
SAME ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, ITS ADDENDA, OR A
SUBSEQUENT WRITTEN AGREEMENT EXECUTED BY SELLER AND PURCHASER.
17. 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:
(i) 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
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the mortgage insurance company exercises its right to acquire title to the
Property;
(ii) 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;
(Iii) Seller has requested that the servicing 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 insurance 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;
(vii) 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
(viii) 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
17(a) (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) above, Seller shall return Purchaser's Earnest
Money and the Parties shall have no further obligation under this Agreement except as
to any provision that survives termination pursuant to Paragraph 26 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 the Act as described on
page 1 of this Agreement ("NSP Funds"), the receipt by Purchaser of an
appraisal consistent with the NSP Guidelines (the "NSP Appraisal") in form and
appraised value acceptable to meet the 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 (the "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
11
objection or terminate this Agreement and any Earnest Money 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 26 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.
18. Authorization to Title ComDanv. The undersigned Purchaser and Seller
hereby: (i) authorize and direct the Title Company or any title company or closing agent
providing services in connection with this transaction (the "Closing Agent") to furnish a copy of
any HUD-1 Settlement Statement generated in connection with the closing of this transaction,
whether unsigned or signed by the Parties, showing both Purchaser's and Seller's sides of the
transaction to the closing outsource provider of 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-1 Settlement Statements to the closing outsourcer; and (iii) agree
that the closing outsourcer may furnish such HUD-1 Settlement Statements to any authorized
agent of Seller.
19.. Closinq Documents. The following documents shall be executed and delivered
at time of closing:
(a) Seller Documents:
(i) Deed;
(ii) Affidavit Regarding Seller;
(iii) FIRPTA Affidavit; and
(iv) Executed Settlement Statement.
(b) Purchaser Documents:
(i) Affidavit Regarding Purchaser;
(ii) Executed Settlement Statement; and
(iii) The balance of the Total Adjusted Sales Price due at closing.
20. Deliveries bv Seller. Within seven (7) days after the date of this Agreement, if
not already delivered to Purchaser, Seller shall deliver the following to Purchaser:
(a) Copies of all licenses, permits, inspection reports, zoning 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.
12
21. 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 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 as
Purchaser's sole and exclusive remedy at law and/or equity. Any reference to a return
of Purchaser's Earnest Money contained in the Agreement shall mean a return of the
Earnest Money less any escrow cancellation fees applicable, if any, to Purchaser under
this Agreement and less fees and costs payable for services and products provided
during escrow at Purchaser's request. Purchaser waives any claims that the Property is
unique and Purchaser acknowledges that a return of the Earnest Money can adequately
and fairly compensate Purchaser. Upon return of the Earnest Money 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 except as to any provision that survives termination pursuant to
Paragraph 26 of 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 21 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 26 of this Agreement.
22. Indemnification. Purchaser agrees to indemnify and fully protect, defend, and
hold Seller, its officers, directors, employees, sharehoiders, servicers, representatives, agents,
appraisers, 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, appraisers, attorneys, tenants, brokers,
successors or assigns, resulting from or arising out of:
13
(a) Inspections or repairs 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.
23, 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 Seller's acceptance of this Agreement and prior to closing and funding, either Party may
terminate this Agreement and the Earnest Money shall be returned to Purchaser and neither
Party shall have any further rights or liabilities hereunder except as provided in Paragraph 26 of
this Agreement.
24, 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
shall be returned to Purchaser and neither Party shall have any further rights or liabilities
hereunder except as provided in Paragraph 26 of this Agreement.
25. 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.
26. 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 22 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.
27. Severabilitv. 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.
28. Assiqnment of Aqreement. 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.
14
29. Entire Aareement. 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 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.
30. 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.
31. Rillhts 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.
32. CounterDarts. 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.
33. Headinas. 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.
34. 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.
35. Force Maieure. Except as provided in Paragraph 23 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.
36. Attornev 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.
37. 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 the first paragraph of this Agreement or as otherwise provided in
15
writing to Purchaser. All notices to Purchaser shall be deemed sent or delivered when sent or
delivered to Purchaser or agent at the address set forth in the first paragraph of this Agreement
or as otherwise provided in writing to Seller.
38. Successors and AssiQns. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of each of the Parties hereto.
39. 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.
40. Attornevs' 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.
41. Cumulative RiQhts. 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.
42. GoverninQ Law. This Agreement shall be governed and construed in
accordance with the laws of the jurisdiction in which the Property is located.
43. State and Local Specific Provisions. To the extent any terms and conditions
below differ from any of the preceding paragraphs, this Paragraph 43 and all sub parts are
controlling. The Parties hereby acknowledge that this Section [check applicable provision] IS
o IS NOT X being used in this transaction.
[Signatures Follow]
16
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date and year first above written.
SELLER:
WELLS FARGO BANK, N.A.,
A national banking association
By:
Its:
DATE SIGNED
PURCHASER:
Collier County d political sub-division of the
State of Florida, a 0 tax exempt municipal
corporation 0 non-profit organization 0 limited
liability company
By:
SEE SEPARATE EXECUTION PAGE
Its:
NEIGHBORHOOD STABILIZATION PROGRAM
Property Address: 2742 Storter Avenue, Naples, FL 34112
Folio Number: 81732480001
FIRST ADDENDUM TO PURCHASE AND SALE AGREEMENT
BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE PROPERTY AT
2742 STORTER AVENUE. NAPLES. FL 34112
THIS ADDENDUM is entered into by and between WELLS FARGO BANK, N.A., a national banking
association, Seller, and COLLIER COUNTY, a Political Subdivision of the State of Florida, Purchaser.
Purchaser and Seller have entered into that certain Purchase and Sale Agreement concerning the property at
2742 Storter Avenue, Naples. FL 34112 (hereinafter referred to as "Property"), dated of even date herewith, and Buyer
and Seller wish to amend the foregoing with the following additional terms and conditions:
1. The First Paragraph of the Purchase and Sale Agreement is revised to reflect that the Purchaser, a
County government, is a Political Subdivision of the State of Florida, and as such is Tax Exempt, and the
Purchaser's address is 3301 Tamiami Trail East, Naples, Florida 34112, and any requirements for initials or
hand written corrections are waived.
2. The First Paragraph of the Purchase and Sale Agreement is further revised to reflect that the
"~ffective Date" shall be the date upon which the Purchase and Sale Agreement and this First Addendum have
heen executed by the last one of the Purchaser and Seller to sign.
3. Paragraph 1 of the Purchase and Sale Agreement is revised to reflect that Federal funding is
:.>eing used in this transaction, and any requirements for initials are waived.
4. Paragraph 4 (b) of the Purchase and Sale Agreement is revised to reflect that Closing shall take
(,laCe on or before February 26,2010.
5. Paragraph 7 (a) of the Purchase and Sale Agreement is revised to reflect that ad valorem and non-
ad valorem taxes shall be prorated based on a 365-day calendar or fiscal year, as applicable.
6. Paragraph 10 of the Purchase and Sale Agreement is revised to reflect that the deed to be
delivered shall be known as a Special Warranty Deed.
7. Paragraph 11 (a) (iv) of the Purchase and Sale Agreement is not applicable and is deleted in its
entirety.
8. Paragraph 12 of the Purchase and Sale Agreement is revised to reflect that Purchaser will order a
commitment for a title insurance policy issued by Stewart Title Company, Naples, Florida, and any requirements
for initials are waived.
g. Paragraph 14 (f) of the Purchase and Sale Agreement is eliminated in its entirety and is replaced
by the foilowing:
(I) OFAC. Purchaser is a political subdivision of the State of Florida and is not on the list of
entities restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC")
of the Department of Treasury (including those named on OFAC's Specially Designated and Blocked
Persons List, Specially Designated Terrorists or Specially Designated Narcotics Traffickers List) or
under any statute, executive order (including the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action and is not engaged in any dealings or transactions or
otherwise associated with such persons to the best of the knowledge of the signatory hereto on behalf
of the Purchaser.
Pursuant to the Bank Secrecy Act and requirements specified by OFAC, Seller will not engage
in any transaction with any individual or entity that either appears on the list of Specially Designated
NEIGHBORHOOD STABILIZATION PROGRAM
Property Address: 2742 Storter Avenue, Naples, FL 34112
Folio Number: 81732480001
Nationals and Blocked Persons, Specially Designated Terrorists, Specially Designated Narcotics
Traffickers, or that Seller suspects to be involved in a suspicious transaction or one in violation of
federal law.
10. Paragraph 19 (a) of the Purchase and Sale Agreement is revised to reflect that Seller shall also
execute and deliver a Public Disclosure Affidavit pursuant to Chapter 286, Florida Statutes.
11. Paragraph 43 of the Purchase and Sale Agreement is revised to reflect that this First Addendum
Is being utilized to reflect local specific provisions and therefore Paragraph 43 is not being utilized, and any
requirements for initials are waived.
12. The unnumbered page following Page 16 of the Purchase and Sale Agreement is revised as
follows, and any requirements for initials are waived:
a. The first sentence is revised to read: "In witness whereof, the parties hereto have
executed this Purchase and Sale Agreement as of the dates hereinafter stated."
b. The notation "Date signed " shall be added beneath the Seller's
signature block.
c. The Purchaser's signature block shall be deleted and replaced by the notation "See
Separate Execution Page."
13. Exhibit "A" Legal Description of Property to the Purchase and Sale Agreement is revised to read as
f?lIows: "THE WEST Y, OF LOT 10 AND ALL OF LOTS 11 AND 12, BLOCK C, WHISPERING PINES,
f\CCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 4, PAGE 17, PUBLIC RECORDS OF
COLLIER COUNTY, FLORIDA"
14. Exhibit "C" to the Purchase and Sale Agreement is not applicable pursuant to Paragraph 14 (f)
of the Purchase and Sale Agreement as revised herein, and is hereby deleted in its entirety, and any
requirements for completion and signatures are waived.
15. The Lead Paint Addendum attached to the Purchase and Sale Agreement is not applicable
pursuant to Paragraph 11 (c) of the Purchase and Sale Agreement and is hereby deleted in its entirety, and any
requirements for completion and signatures are waived.
EXCEPT as expressly provided herein, the Agreement between the Purchaser 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.
(Remainder of page intentionally left blank)
2
NEIGHBORHOOD STABILIZATION PROGRAM
Property Address: 2742 Storter Avenue, Naples, FL 34112
Folio Number: 81732480001
IN WITNESS WHEREOF, the Purchaser and Seller have hereto executed this First Addendum as of the dates
:,ereinafter stated.
Date property acquisition approved by BCC:
October 27,2009, Item 1608
DATED l-\ \- 0'010
ATTEST, ,"J' ">:(0
. .,1 ,..... ".'"
DWIG..f1T 1:;: BRci~1<:CJerk
~",.,..:,~,..",:(
. ,: ',..'.. . .. ~.
", De u1
Ait.n ..;~ . " ," ,. .'
.t~"~j'"
./.."
Approved as to form and legal sufficiency:
) B~J~
Jennifer B. Whitl, Assistant County Attorney
PURCHASER:
BOARD OF CO)lf'TY COMMISSION. J:;RS
COLLIER coy~/ir, FLORIDA ".l 'J
BY: ^f""'Yr~' c;';~'.:t_ tt
. , Chairman
SELLER:
WELLS FARGO BANK, NA
BY:
PRINT NAME:
TITLE:
DATED
3
EXHIBIT "A"
LeClal Description of Property
Whispering Pines Block C W1/2 of Lot 10 + all of lots 11 + 12
Tax Parcel No. 81732480001
Exhibit A
EXHIBIT "B"
Personal ProDertv
NONE, UNLESS SPECIFICALLY IDENTIFIED BELOW:
Exhibit B
EXHIBIT "C"
Pursuant to the Bank Secrecy Act and requirements specified by the Department of the
Treasury's Office of Foreign Assets Control ("OFAC"), Wells Fargo Bank, NA will not
engage in any transaction with any individual or entity that either appears on the list of
Specially Designated Nationals and Blocked Persons, Specially Designated Terrorists,
Specially Designated Narcotics Traffickers, or that Wells Fargo Bank, NA suspects to
be involved in a suspicious transaction or one in violation of federal law. Therefore the
following information must be provided. This information will only be used for the sole
purpose of screening against OFAC and WorldCheck lists.
Please provide the following information:
Full Name (First Middle and Last)
Full Complete Address (no P.O. Boxes)
City
State
Cou ntry
Zip
Buyer(s) Date of Birth
Buyers Drivers License #
State
Expiration
'Buyers Social Security may be requested at a later date"
Full Name (First Middle and Last)
Complete Address (no P.O. Boxes)
City
State
Country
Zip
Buyer(s) Date of Birth
Buyers Drivers License #
State
Expiration
'Buyers Social Security may be requested at a later date"
Buyer's Agent Information
First Name:
Last Name:
Company:
Address:
City:
State: _ Zip:
Email:
Phone #:
Fax#:
Exhibit C
If buyer is a Company/Corporation/Partnership/Limited Liability Company or Non-Profit
Organization or is not purchasing as an individual, buyer must provide full company or
corporation name and Articles of Incorporation or By-laws and signing authority.
Buyer's Company/Corporation/Partnership/Limited Liability Company or Non-Profit
Organization:
Corporate Tax ID #
List All Principal owners of Partnership or LLC or all signers (including non-board members) and
all individuals with principal ownership or financial interest in Non-profit Organizations, including
full name, permanent home address (no P.O. Boxes) and dates of birth for each:
If the Seller finds in it sole and absolute discretion that any purchaser meets the
criteria as described above, the offer, purchase agreement or other documents
executed in connection with the purchase of the property shall be of no effect,
and shall be immediately cancelled. No party shall be liable to the other party in
any way, for any claims whatsoever. Any earnest money shall be returned.
Seller:
Buyer:
Date:
Date:
Listing Agent:
Buyer:
Date:
Date:
Exhibit C
Neighborhood Stabilization Program
Address: 2742 Storter Ave. Naples. Florida 34112
Folio Number: 81732480001
SUBSTITUTE EXECUTION PAGE
Date property acquisition approved by BCC: October 27,2009, Item 1608
PURCHASER:
DATED: l-~\-(f()lO
ATTEST:
DWIGHT ~'} ~OgK, Clerk
t)~.Q.{.
. ...2:.. .... ... .'. . ;'. 'p'~y Clerk
.'0'... CllI(t"- t
....... .;.... :.
r:)!I ..... ..< .
, . 0_'..
.1";1
UNTY COMMISSIONERS
, Chairman
Approved as to form and
legal sufficiency:
\JD0~
Assistant County Attorney
LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978
TO PURCHASE AGREEMENT BETWEEN
WELLS FARGO BANK, N.A., AS SELLER
AND
Collier County a political sub-division 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
I . Presence of lead-based paint and/or lead-based paint hazards (check items a or
b below):
a. D Known lead-based paint and/or lead-based paint hazards are present
in the housing. If checked, the following explanation is provided:
b. ~ Seller has no knowledge of lead-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. D 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. ~ Seller has no reports or records pertaining to lead-based paint and/or
lead-based paint hazards in the housing.
BUYER'S ACKNOWLEDGMENT
I. 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.
Buyer has either (check one of the boxes below):
Addendum #] - Page]
o Received a 10-day opportunity (or mutually agreed-upon period) to conduct a
risk assessment or inspection for the presence of lead-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.
AGENT'S ACKNOWLEDGMENT
BY AGENT'S EXECUTION BELOW, AGENT ACKNOWLEDGES THAT:
Agent has informed Seller of Seller's obligations under 42 U.S.C. S4852d 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:
BUYER:
a national banking association
Collier County a political sub-division of
the State of Florida
a 0 tax exempt municipal corporation 0
non-profit organization 0 limited liability
company
WELLS FARGO BANK N.A.,
By:
By:
Name:
Name:
Its:
Its:
Approved as to form p, legal SuffrCI8'1C\'
", ~
--~i2=0.~
AG::;i./:.:, \ ,:.," , ,
Addendum #1 - Page 2
Buyer.s Closing Agent
i
l;""r{,();') '/','
'! [hI"~ '';irl,/ ,\,;,.. "i"
"
"''''
. 'c
COLLIER COUNTY, A POLITICAL
SUBDIVISION OF THE STATE OF FLORIDA
BUYER:
Please provide contact information for whom, you want to close with.
Company:
STEWART TITLE COMPANY
3936 TAMIAMI TRIAL NORTH
NAPLES, FL 34103
Contact Name:
MS. BETTY HUFF
239-262-2163
betty. huff@stewart.com
Phone:
Email:
Buyer's Closing Agent
MEMORANDUM
Date:
January 11, 2010
To:
Gary Bigelow, Property Acquisition Specialist
Facilities Management
From:
Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re:
Wells Fargo NSP Purchase & Sale Agreement and First Addendum
Property Address: 2742 Storter Avenue
Attached is the original sales agreement and accompanying document referenced above,
(Item #16D8) approved by the Board of County Commissioners October 27, 2009.
The Minutes and Records Department will hold a copy ofthe contract in the
Board's Official Records.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment (1)
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents arc to be forwarded to the Board Office only !!kr the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines # I through #4 as appropriate for additional signatures, dates, and/or infonnation needed. If the document is already complete with the
exec tion of the Chainnan's si nature, draw a line throu h routin lines #1 thrall #4, com lete the checklist, and forward to Sue Filson (line #5)
Rpute to Addressee(s) Office Initials Date
(l,,:rst in routin order)
1.
2.
3.
4.
5. Ian Mitchell, BCC Office
Supervisor
6. Minutes and Records
Clerk of Court's Office
Board of County Commissioners
I '6 {V
PRIMARY CONTACT INFORMATION
(Th~ primary contact is the holder of the original document pending Bee approval. Normally the primary contact is the person who created/prepared the executive
sUJllmary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing
infonnation. All original documents needing the BCC Chairman's signature are to be delivered to the BCe office only after the BCC has acted to approve the
item.)
Name of Primary Staff
Contact
Agenda Date Item was
A roved b the BCC
Type of Document
Attached
Phone Number
Agenda Item Number
Number of Original
Documents Attached
I.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
a TO riate.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossibly State Officials.)
All handwritten strike-thrOUgh and revisions have been initialed by the County" Attorney's
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
The Chairman's signature line date has been entered as the date ofBCC approval of the
document or the final negotiated contract date whichever is a Iicable.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si ature and initials are required.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Ian Mithchell in the BCC office within 24 hours ofBCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the Bee's actions are nullified. Be a re f our deadlines!
The document was approved by the BCC on Z; 0 (enter date) and all changes
made during the meeting have been incorporated in the attached document. The
Count Attorne 's Office has reviewed the chan es, if a licable.
N/A (Not
A licable)
Yes
(Initial)
,
3.
4.
5.
6.
i: Forms! County Forms! BCC Forms! Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9. ]8.09
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ITEM NO.:
FILE NO.:
ROUTED TO:
DATE RECEIVED:
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FROM:
Gary Bigelow
Real Property Management @ Ext. 8073
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JENNIFER B. WHITE, ASSISTANT COUNTY ATTORNEY ~ '"6
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REOUEST FOR LEGAL SERVICES
DATE:
December 7, 2010 URGENT - TIME SENSITIVE
TO:
OFFICE OF THE COUNTY ATTORNEY
RE:
Neighborhood Stabilization Program (NSP) Grant
Agreement for 2742 Storter Ave - 34112
BACKGROUND OF REOUEST /PROBLEM:
Please review the attached Agreement package for legal sufficiency, and if acceptable
please sign. The Seller, Wells Fargo Bank, N.A. has opted to use their standardized NSP
contract as opposed to the F ARBAR & Addenda as previously submitted. We have prepared
our First Addendum to the Agreement for your review as well.
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ATTACHMENTS: (1) Wells Fargo Standard NSP Purchase & Sale Agreement & rl
County First Addendum ~~
(2) SUPPLEMENTAL DOCUMENTATION -'. ~lv,.) ,
Previously submitted Contract with Property Data Sheets/Certificate of Title ~ '0f. Q
THIS ITEM HAS BEEN PREVIOUSLY SUBMITTED. \. I C \-1 e ". k / ~ J
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FILE~RPR-01864~ \, l.3'" Mu. V'\I C.l pt'.L I Co,rpora...:h'(!)'
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ACTION REQUESTED: Jennifer: Please sign for legal sufficiency, if acceptable, so we -p
may present to the Chairman ofthe BCC for execution. f Q n'1j f"apt-. c) . .;
THANK YOU VERY MUCH FOR YOUR ASSIST ANCEl! ~ (UY>1e n T..,/'tJhf :
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