Purchase and Sale Agreement
Group ID No. '50 \ LqY~
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made between BAC
HOME LOANS SERVICING LP, FIKlA COUNTRYWIDE HOME LOANS SERVICING
LP, a Texas Limited Partnership, whose address is 400 Countrywide Way, Simi Valley,
California 93065 as servieing agent and attorney in fact for HSBC Bank USA, National
Association as Trustee for the Holders of ACE Securities Corp. Home Equity Loan Trust, Series
2006-CWI Asset Backed Pass-Through Certificates ("Seller") and, Collier County, a Political
Subdivision of the State of Florida, whose address is 3301 Tamiami Trial East, Naples, Florida,
34112 ("Purchaser"), (together, the "Parties" and individually, the "Party") and is effective as of
February 12, 2010 (the "Effective Date"),
Recitals;
Seller owns certain real property improvements, appurtenances and hereditaments located at
4460 22nd Ave NE, 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:
Neil!hborhood Stabilization Prol!ram. The Parties acknowledge that the sale and purchase of
the Property [check applicable provision) IS IZI IS NOT 0 being made pursuant to federal
funds distributed as part of the emergency assistance for the redevelopment of abandoned and
foreclosed homes under Seetion 2301 of Title 3 of Division B of the Housing and Economic
Recovery Act of 2008 ("HERA") and the Neighborhood Stabilization Guidelines of the
Department of Housing and Urban Development ("NSP Guidelines") and amendments thereto.
1. Sale of Propertv. Subject to compliance with the terms and conditions of this
Agreement, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property.
2. Purchase Price. The purchase price for the Property ("Purchase Price") shall be
Seventy Seven Thousand and NoIlOO!h Dollars ($77,000.00). However, the amount payable by
Purchaser to Seller for the purposes of this transaction as the consideration to be paid shall be
Seventy Five Thousand Two Hundred Forty and Noll ooth Dollars ($75,240.00) ("Total Adiusted
Purchase Price"). The amount payable by Purchaser to Seller shall be payable as follows:
(a) One Thousand and NollOOths Dollars ($1,000.00), ("Earnest Monev")
which shall be delivered to the account of Title (defined below) within seven (7) business
days after execution of this Agreement, pursuant to the Earnest Money Addendum to
Purchase Agreement attached to this Agreement; and
(h) Seventy Four Thousand Two Hundred Forty and NolJ OOths Dollars
($74,240.00) representing the balance of the Purchase Price payable in cash, certified
check, bank check or wire transfer on the Closing Date.
For the purposes of this Paragraph 2 the Total Adjusted Purchase Priee is an agreed upon sum
intended to be less than the Purchase Price and shall reflect certain cost savings to the Seller
associated with the subject transaction.
Purchaser shall obtain an appraisal at its sole cost and expense to support the Purchase Price
pursuant to NSP Guidelines, if NSP funds are being used in this transaction. If the NSP
Appraisal obtained by Purchaser does not support the Purchase Price, Seller shall have no
obligation hereunder to reduce the Purchase Price.
3. Time of tbe Essence; Closinl! 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 April 4, 2010 ("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.
(c) Notwithstanding any provision herein and to the extent Purchaser elects
not to obtain its own Title Commitment, Seller shall select a title insurance company
which will issue the Title Commitment to Purchaser and Seller shall pay for the cost of
issuance of said Title Commitment and the final title insurance policy. The Selection of
said title insurance company by Seller shall not prohibit Purchaser from purchasing its
own title policy or Title Commitment.
4. Inspections: Purchaser understands and acknowledges that Seller acquired the
Property by means of foreclosure or deed in lieu thereof; and that Seller has very limited
documentation, reports and other due diligence information regarding the condition of the
Property. 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 have accepted the Property "As-Is", The Purchaser shall keep the Property free
and clear of liens and indemnify and hold the Seller hannless from all jiability 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
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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 a!,'Tees to pay this expense in advance to the listing agent. The amount
paid under this provision shall be nonrefundable.
5. 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 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.
6. Closinl! 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 365 calendar year and all such prorations shall be final.
Scller 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 cun'cnt 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 pricc as calculated by the supplier. Property taxes shall be prorated
to the Closing Datc 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, to be paid by Purchaser.
Seller agrees to pay all special assessments levied of record or certified into the current
year's taxes as of the date of closing. In Addition, Seller agrees to pay a prorated portion
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of any pending assessments at closing or deposit funds into escrow to cover these costs;
any difference will be refunded to the Seller.
(b) Seller shall only pay those closing costs and fees associated with the
transfer of the Property that local custom or practice clearly allocates to Seller and any
closing costs and fees specifically agreed to herein.
(c) If Purchaser selects Seller's Preferred Title Company for the closing agent
and the Title Company, then notwithstanding any other provision in this
Agreement, Purchaser and Seller shall pay the following costs:
(A) Seller shall pay:
(I) tile cost of preparation of the Title Commitment or Title
Opinion and any title insurance binder;
(2) all premiums and costs incuned in connection with the
issuance of a standard title insurance policy and endorsements to
the title insurance policy;
(3) any fee required to obtain and record documents necessary
to deliver clear title to the Property to Purchaser, including the
amount of deed or transfer tax required to record the Deed;
(4) a wire fee relating to wiring Seller's proceeds to Seller; and
(5) closing and escrow fees (if any) charged by the closing
agent which are customarily paid by sellers in the county and/or
city where the Property is located.
(B) Purchaser shall pay:
(I) closing and escrow fees (if any) charged by the closing
agent which are customarily paid by purchasers in the county
and/or city where the Property is located.
(ii) If Purchaser selects a pmiy other than Seller's Preferred Title Company
for the closing agent or the Title Company, then notwithstanding any other
provision in this Agreement, Purchaser and Seller shall pay the following
costs:
(A) Seller shall pay:
(I) one-half (\I,) of the escrow fee;
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(2) one-half (Yz) of the premiums and costs incurred in
connection witb the issuance of a standard title insurance policy,
excluding the cost of any endorsements;
(3) any fee required to obtain and record documents necessary
to deliver clear title to the Property to Purchaser, including the
amount of deed or transfer tax required to record the Deed; and
(4) a wire fee relating to wiring Seller's proceeds to Seller.
(B) Purchaser shall pay:
(I) one-half (\I,) of the escrow fee;
(2) the cost of preparation of the Title Commitment or Title
Opinion and any title insurance binder;
(3) one-half (Yo) of the premiums and costs incurred in
connection with the issuance of a standard title insurance policy;
(4) the cost of any endorsements to the title insurance policy;
and
(5) any closing fee charged by the closing agent.
7. Delivery 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 cash, bank check, certified check or wire transfer. An attorney's trust fund
check shall not be sufticient to satisfy this provision unless the bank holding the account on
which the trust fund check is drawn certifies the trust fund check.
8. Delivery 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 at the time
of the execution of this Agreement and will be delivered to Purchas~'T 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 mortgagor/owner 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 conscnt 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
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for damages or compensations for improvements made by Purchaser to the Property including,
but not limited to, any claims for unjust enrichment.
9. 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 known as a Special
Warranty. 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 insurable title to the
subject property through the conveyance of the Special Warranty Deed or comparable
instrument.
10. 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 to the terms
contained in Section 12 herein,
11. Title and Examination.
(a) Within five (5) days from the date of this Agreement, SellerlBuyer will
order a commitment for a title insurance policy (the "Title Commitment"), ("Title") and
provide a copy to all parties. 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
shaH be made in writing to Seller or deemed waived. If any objections are so made,
SeHer shall be aHowed 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.
12. 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 11, which, if valid, would make title to the Property uninsurable and not
correctable within sixty (60) days, Seller shaH have the right to terminate this Agreement
by giving written notice of the termination to Purchaser, provided however, Purchaser
shaH have the right within five (5) days of such notice to either waive such defect or
request Seller to proceed under Paragraph 12(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 affinnative coverage for the title
objections, as provided below or Purchaser waives thc defect, then this Agreement shaH
remain in full force and Purchaser shall perform pursuant to the terms set in this
Agreement.
(c) Seller will reasonably cooperate with Title and Purchaser on the title
corrections to remove any such exception or to make the title insurable, but any attempt
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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. Notwithstanding the forgoing, the
Seller is not obligated to (A) remove any exception, (B) bring any action or proceeding or
bear any expense in order to convey title to the Property, or (C) make the title marketable
or insurable.
13. 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 4 ofthis Agreement;
(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, will not occupy or cause or
permit others to occupy the Property until after closing.
14. 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
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;
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(iii) a third Party with rights related to the sale of the Property does not
approve the sale terms;
(iv) full payment of any property, tire or hazard insurance claim is not
confirmed prior to the Closing Date;
(v) any third Party, whether homeowner's association, or otherwise,
exercises rights under a right of first refusal to purchase the Property;
(vi) 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 allY of its rights and remedies; or
(vii) 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 14 (a)
(i), (ii), (iii), (iv), (v), (vi), or (vii) above, Seller shall return Purchaser's Earnest Money
deposit and the Parties shall have no further obligation under this Agreement except as to
any provision that survives termination pursuant to Paragraph 20 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 I 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 Purchase Price set forth
above and in form and content acceptable to Purchaser. Purchaser shall have
twenty one (2]) days from the Effective Date of this Agreement to obtain an NSP
Appraisal acceptable to meet NSP Guidelines and support the Purchase Price.
Purchaser shall have the right to Terminate this Agreement if the NSP Appraisal
does not support the Purchase Price and Seller elects not to reduce the Purchase
Price which election shall be in Seller's sole and absolute discretion. If Purchaser
raises an objection on the fair market value of the property, Purchaser shall
deliver a copy of the NSP Appraisal to Seller along with its written objections
thereto within twenty one (21) days of the Effective Date of this Agreement.
Seller shall five (5) days from receipt of the Purchaser's objections and NSP
Appraisal to respond 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. Purchaser
shall have twenty one (21) days from the Effective Date of this Agreement to
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(iii) a third Party with rights related to the sale of the Property does not
approve the sale terms;
(iv) full payment of any property, fire or hazard insurance claim is not
confirmed prior to the Closing Date;
(v) any third Party, whether homeowner's association, or otherwise,
exercises rights under a right of first refusal to purchase the Property;
(vi) 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
(vii) Seller, at Seller's sole discrction, determines that the sale of the
Property to Purchascr 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 14 (a)
(i), (ii), (iii), (iv), (v), (vi), or (vii) above, Seller shall return Purchaser's Earnest Money
deposit and the Parties shall have no further obligation under this Agreement except as to
any provision that survives termination pursuant to Paragraph 20 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 I 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 suppOli the Purchase Price set forth
above and in form and content acceptable to Purchaser. Purchaser shall have
twenty one (2]) days /Tom the Effective Date of this Agreement to obtain an NSP
Appraisal acceptable to meet NSP Guidelines and support the Purchase Price.
Purchaser shall have the right to Terminate this Agreement if the NSP Appraisal
does not support the Purchase Pricc and Seller elects not to reduce the Purchase
Price which ejection shall be in Seller's sole and absolute discretion. If Purchaser
raises an objection on the fair market value of the property, Purchaser shall
deliver a copy of the NSP Appraisal to Seller along with its written objections
thereto within twenty one (21) days of the Effective Date of this Agreemcnt.
Scllcr shall five (5) days from receipt of the Purchaser's objections and NSP
Appraisal to respond to Purchaser.
(ii) If Purchaser is using NSP Funds, the receipt by Purchaser of
certain required NSP Guidelines rcports relating to environmental, historic district
conditions and other necessary NSP related due diligencc reports ("NSP Due
Diligence Reports"), all in form and content acceptable to Purchaser. Purchaser
shall have twenty one (2]) days from the Effective Date of this Agreement to
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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 l5 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 20 of this Agreement.
16. 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 hannless 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 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, homcowner
association dues or assessment or any other items prorated at closing under Paragraph 6
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.
:-.Jotwithstanding the foregoing, the Purchaser's Indemnity shall include all claims arising
or accruing as a result of (i) Purchaser or Purchaser's tenants, agents or representatives
use and/or occupancy of the Property prior to closing and/or issuance of any required
Certificate of Occupancy, (ii) any claims relating in any way to any theft or damage of
the personal property located in the Property that occurs after the Date of Closing or (iii)
in addition to claims related to the indemnity provided at Paragraph 16 (a) above, any
claims in any way related to possession or presence of the Purchaser, agents, employees.
contractors, successors or assigns its agents on or around the Property,
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17. Risk of Loss: In the event of fire, destruction, or other casualty loss to the
Property after the Seller's acceptance of the Agreement and prior to closing and funding, after
the occurrence of such casualty, the Seller may, at its sole discretion do anyone of the following:
(i) if the damage is not material, and Seller chooses to repair or restore the
Property, Seller may elect to notify the Purchaser of its intention to proceed to closing
without offering any adjustment to the Purchase Price or the Purchase Pricc as set forth at
Paragraph 2 and Purchaser shall proceed to closing as described in the Seller's Notice
(described below);
(ii) if the damage is material (material defined as 10% or $10,000 which ever
is greater) and Seller chooses to repair or restore the Property, Seller may elect to notify
the Purchaser of its intention to proceed to closing without offering any adjustment to the
Purchase Price or the Purchase Ptice as set forth at Paragraph 2;
(iii) if Seller chooses not to repair or restore the Property, Seller may elect to
notify the Purchaser of its intention to proceed to closing without offering any adjustment
to the Purchase Price or the Purchase Price as set forth at Paragraph 2;or
(iv) if Seller chooses to repair or restore the Property, Seller may elect to
notify the Purchaser of its intention to proceed to closing with an appropriate adjustment
to the Purchase Price or the Purchase Price as set forth at Paragraph 2, and
(v) if Seller chooses not to repair or restore the Property, Seller may elect to
notify the Purchaser of its intention (0 proceed to closing with an appropriate adjustment
to the Purchase Price or the Purchase Price as set forth at Paragraph 2.
Seller shall give Purchaser written notice ("Seller's Notice") within a reasonable
time after the occurrence of such damage of its election to proceed under any of items (i)
through (v) above. Seller shall include in any such Seller's Notice the date of the
intended closing date and the amount, if any of any proposed adjustment to the Purchase
Price or to the Purchase Ptice.
If the Seller elects in its Seller's Notice to proceed under subsections (ii) through
(v) above, the Purchaser shall either (a) agree to acquire the Property in its then AS-IS
condition and proceed to closing or (b) terminate the Agreement or (c) Purchaser and
Seller agree to new purchase price. If the Purchaser terminates the Agreement as
provided in this subsection, the Earnest Money Deposit 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 20.
18. 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 20 of this Agreen1ent.
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19. 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 pl10r to closing and funding at Purchaser's
expense, Purchaser authorizes and instructs escrow holder to charge the account of Purchaser at
closing for the rckey.
20. 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 16 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.
21. 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.
22. Assil!Dment of Al!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.
23. Entire Al!reement: This Agreement, including the disclosure of information on
lead based paint aJid/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 arc merged into this Agreement. Seller is not obligated by any other written or
verbal statements made by Seller, Seller's representatives, or any rcal estate licensee.
24. 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.
25. Ril!hts of Otbers: 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.
12
26. 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.
27. Headinl!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.
28. 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 ofthe other gender.
29. Force Maieure: Except as provided in Paragraph 17 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 becn prevcnted by reasonable precautions and cannot reasonably be
circumvented by such Party through use of alternate sources, work around plans or other means.
30. Attornev Review: Purchascr acknowlcdges that Purchascr has had the
opportunity to consult with its legal counsel regarding this Agreement and that accordingly the
terms of this Agreement are not to bc construcd 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 Agreemcnt.
31. Notices: Any notices required to bc 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 I 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.
32. Successors and Assilms. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each of the Parties hereto.
33. 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.
34. Governin!! Law. This Agrcemcnt shall be governed and construed in accordance
with the laws of the jurisdiction in which the Property is located.
35. Dispute Resolution: At the requcst of cither Party, any dispute arising under this
Agreement shall bc submitted to mcdiation beforc rcsorting to arbitration or court action.
Mediation fees shall be divided equally and each Party shall bear his or its own attorney's fecs
and costs. Neither Party may require binding arbitration prior to commenccment of court action,
although the parties may mutually agrec to such arbitration.
13
36. 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
Certiticates of Occupancy in Seller's possession, if any.
(h) All building plans, diagrams, architect drawings, surveys and construction
or architect contracts in Seller's possession, if any.
37. Closinl! Documents. The following documents shall be executed and delivered
at time of closing:
(a) Seller Documents:
(i) Deed;
(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.
38. State and Local Specific Provisions: See Addendum 2
39. As-Is Sale Property Condition:
(a) The Purchaser understands that Seller acquired the Property by
foreclosure, deed-in-lieu of foreclosure, forfeiture, tax sale, or similar process, and
consequently, Seller has little or no direct knowledge concerning the condition of the
Property. As a material part of the consideration to be received by Seller under the
Agreement as negotiated and agreed to by Purchaser and Seller, Purchaser acknowledges
and agrees to accept the Property in "AS IS" condition at the time of closing, including,
without limitation, any hidden defects or environmental conditions affecting the Property,
whether known or unknown, whether such defects or conditions were discoverable
through inspection or not. Purchaser acknowledges that Seller, and its agents, brokers,
and representatives have not made, and Seller specifically negates and DfSCLAIMS,
ANY representations, walTanties, promises. covenants, agreements, or guarantees,
implied or cxpress, oral or written, with respect to:
(i) the physical condition or any other aspect of the Property
including, but not limited to: the structural integrity or thc quality or character of
]4
materials used in construction of any improvements, availability and quantity or
quality of water, stability of the soil, susceptibility to landslide or flooding,
sufficiency of drainage, water leaks, water damage, mold or any other matter
affecting the stability or integrity of the Property;
(ii) the conformity of the Property to any zoning, land use or building
code requirements or compliance with any laws, statutes, rules, ordinances, or
regulations of any federal, state or local governmental authority, or the granting of
any required permits or approvals, if any, of any governmental bodies that had
jurisdiction over the construction of the original structure, any improvements,
and/or any remodeling of the structure;
(iii) the habitability, merchantability, marketability, profitability or
fitness for a particular purpose of the Property, including redhibitory vices and
defects, apparcnt or non-apparent or latent, that now exist or may hereafter exist
and that, if known to Purchaser, would cause Purchaser to refuse to purchase the
property; and
(iv) the existence, location, size, or condition of any outbuildings or
sheds on the property.
(b) Mold, mildew, spores and/or other microscopic organisms and/or allergens
(collectively referred to in the Agreement as "Mold") are environmental conditions that
are common in residential properties and may affect the Property. Mold, in some fonns,
has been reported to be toxic and to cause serious physical injuries, including but not
limited to, allergic and/or rcspiratory reactions or other problems, particularly in young
children, elderly persons, persons with immune system problems, allergics, or respiratory
problems, and pets. Mold has also been reported to cause extensive damage to personal
and real property. Purchaser is advised to thoroughly inspect thc Property for Mold.
Mold may appear as discolored patches or cottony or speckled growth on walls, furniturc
or floors, behind walls and above ceilings. Any and all presence of moisture, water
stains, mildew odors, condensation, and obvious Mold growth, are all possible indicators
of a Mold condition, which mayor may not be toxic. Mold may have been removed or
covered in the course of any cleaning or repairing of the Property. Purchaser
acknowlcdges that, if Seller, or any of Seller's employees, contractors, representatives,
brokers, or agents cleaned or repaired the Property or remediated the Mold
contamination, that Seller does not in any way warrant the cleaning, repairs, or
remediation, or that the Property is free of Mold. Purchaser is further advised to have the
Property thoroughly inspected for Mold, any hidden dcfects, and/or environmental
conditions or hazards atfecting the Property, Purchaser is also advised that all areas
contaminated with Mold should be properly and thoroughly remediated. Purchaser
represents and warrants that: (A) Purchaser acccpts full responsibility and liability for all
hazards, and Claims that may result from the presence of Mold in or around the Property;
(B) If Purchascr proceeds to close on the purchase of the Property, then Purchaser has
inspected and evaluated the condition of the Property to Purchaser's complete
satisfaction, and Purchaser is satistied with the condition of the Property notwithstanding
15
the past or present existence of Mold in or around the Property; and (C) Purchaser has
not, in any way, relied upon any representations or warranties of Seller, or Seller's
employees, officers, directors, contractors, representatives, brokers, or agents concerning
the past or present existence of Mold or any environmental conditions in or around the
Property.
(c) In the event the Property is affected by an environmental condition either
Party may terminate the Agreement. In the event the Seller decides to sell the Property to
the Purchaser and the Purchaser agrees to purchase the Property (as evidenced by
Purchaser and Seller proceeding to close) despite the presence of an environmental
condition, the Purchaser releases the Seller and the parties related to the Seller described
in Paragraph 16 as the indemnified parties "(Indemnified Parties") from any claims
arising out of or relating in any way to the environmental conditions of the Property, and
Purchaser agrees to also execute an additional general relcase at closing, in a form
acceptable to Seller, rclated to the environmental condition if Seller so requests. In the
event the Purchaser elccts not to execute the additional release, Seller may, at the Seller's
sole discretion, terminate the Agreement upon notice given to Purchaser. In the event the
Agreement is terminated by either Purchaser or Sellcr pursuant to this Paragraph 39(c),
any Earnest Money Dcposit will be rcturncd to the Purchaser. The cost of any
environmental report shall bc at the sole cost and expense of the Purchaser, unless
required to be paid for by the Sellcr under applicable law.
(d) In the event the Seller has received official notice that the Property is in
violation of building codes or similar laws or regulations, the Seller may terminate the
Agreement or delay the date of closing or the Purchaser may terminate the Agreement. In
the event the Agreement is terminated by either Purchaser or Seller pursuant to this
Section 39, any Earnest Money Deposit will be returned to the Purchaser. If there is an
enforcement proceeding arising from allegations of such violations before an
enforcement board, special master, court or similar enforcement body, and neither the
Purchaser nor the Seller tenninate the Agreement, the Pur'chaser agrccs (A) to accept the
Property subject to the violations, and (B) to be responsible for compliance with the
applicable code and with orders issued in any code enforcement proceedings, unless
otherwise prohibited by applicable law or ordinance. Purchaser agrees to execute for
closing any and all documents necessary or requircd by any agency with jurisdiction over
the Property and to resolve the deficiencies as soon as possible after the closing.
(e) The closing of this sale shall constitute acknowledgement by the Purchaser
that Purchaser had the opportunity to retain an independent, qualified professional to
inspect the Property and that the condition of the Property is acceptable to the Purchaser
at the time of closing. The Purchascr agrees that Seller shall have no liability for any
Claims that the Purchaser or the Purchaser's successors or assigns may incur as a result of
construction or other defects that may now or hereafter exist with respcct to the PropCTIY.
The cost and cxpense of any inspection shall be at the sole cost and expense of the
Purchaser, unless otherwise prohibited by applicable law or ordinance.
(f) The Seller may be exempt from filing a disclosure statement regarding the
condition of the Property because the Property was acquired through foreclosure, deed-
16
in-lieu of foreclosure, forfeiture, tax sale, eminent domain or similar process. To the
fullest extent allowed by law, Purchaser waives any right to receive a disclosure
statement from Seller, and Purchaser agrees to execute a separate waiver, if the law
requires the waiver to be in a separate form.
40. Purchaser's Waiver of Important Ril!bts:
(a)
bylaw:
The Purchaser further waives the following, to the fullest extent permitted
(i) all rights to file and maintain an action against the Seller for
specific performance;
(ii) right to record a lis pendens against the Property or to record this
Agreement or a memorandum thereof in the real property records;
(iii) right to invoke any equitable remedy that would prevent the Seller
from conveying the property to a third party purchaser;
(iv) any claims arising from the adjustments or prorations or errors in
calculating the adjustments or prorations that are or may be discovered after
closing unless such claims are material and purchaser notifies Seller in writing of
such claims within thirty (30) days of the closing date;
(v) any remedy of any kind that the Purchaser might otherwise be
entitled to at law or equity (including, but not limited to, rescission of the
Agreement), except as expressly provided in this agreement;
(vi) any right to a trial by jury in any litigation arising from or related
in any way to this Agreement;
(vii) any right to avoid the sale of the Property or reduce the price or
hold the Seller liable for any claims arising out of or related in any way to the
condition, construction, repair, or treatment of the Property, or any defects,
apparent or latent, that may now or hereafter exist with respect to the Property;
(viii) any claims arising out of or relating in any way to encroachments,
easements, boundaries, shortages in area or any other matter that would be
disclosed or revealed by a surveyor inspection of the Property or search of public
records; and
(ix) any claims aTlsmg out of or relating in any way to the square
tootage, size, or location of the PropC11y, or any information provided on the
multiple listing service, or brochures or web sites of Seller or Seller's agent or
broker.
41. Barl!ain Sale: Cbaritable Donation: The PaJ1ies agree that if the Property is
being donated to the Purchaser the Purchase Price shall be determined based upon the bargain
17
sale rules of the IRC, each party shall determine the extent to which the structure of the
transaction affects the tax liability, if any of each such Party. The parties agree further to make
any necessary changes to this Agreement to conform to the bargain sale rules of the IRC.
42. Autboritv: Each Party 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, enforceable in
accordance with its tenns, except as enforceability may be limited by equitable principles or by
the laws of bankruptcy, insolvency, or other laws affecting creditors' rights generally.
43. Certificate of Occupancv. In the event the municipality or agency of the
municipality in which the Property is located requires the delivery of a certificate of occupancy
prior to the transfer to title to the Property or for the occupancy of the Property by Purchaser, the
Parties agree that the Seller shall not be obligated to provide any such certificate of occupancy as a
condition of the Closing. Purchaser agrees to accept the Property without such certificate of
occupancy and to be responsible for all costs relating to the securing of such certificate.
44. 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 ten (10) days of the Effective Date of this Agreement. Seller agrees to use
reasonable efforts, as determined at Seller's sole discretion, to assist Purchaser in obtaining a
copy ofthe covenants, conditions and restrictions and bylaws. Purchaser will be deemed to have
accepted the covenants, conditions and restrictions and by Jaws if Purchaser does not notify
Seller in writing, within fifteen (15) days of the effective Date of this Agreement, of Purchaser's
objection to the covenants, conditions and restrictions and/or bylaws.
45. Broker Commissions. Seller and Purchaser hereby each warrant to the other that
Seller nor Purchaser have engaged or dealt with any broker or agent entitled to a commission
except tor Carter Wheeler (Seller's agent) who shall be entitled to a commission in the amount of
$1,500.00, and N/A (Purchaser's agent) who shall be entitled to a commission in the amount of
$N/ A paid by Seller only if and when Closing shall occur (collectively the "Brokers") as
broker/salesman broker or agent with respect to the purchase and sale of the Property as
contemplated by this Agreement.
18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year fIrst above written.
SELLER:
BAC HOME LOANS SERVICING LP, F/KlA
COUNTRYWIDE HOME LOANS SERVICING
LP, a Texas Limited Partnership as servicing
agent and attorney in fact for HSBC Bank USA,
National Association as Trustee for the Holders of
ACE Securities Corp. Home Equity Loan Trust,
Series 2006-CWI Asset Backed Pass-Through
Certificates
By:
~ ~~ '-x ~ M{~~
K llie Mavrolas
Asset Manager
Its:
PURCHASER:
Collier County, a Political Subdivision of the
State of Florida
*See substitute signature page attached hereto*
19
Project: Neighborhood Stabilization Program
Folio Number: 40419040006
Property Address: 4460 22,d Ave NE
Purchase and Sale Agreement
SUBSTITUTE SIGNATURE PAGE
Date Property acquisition approved by BCC: October 27,2009, Item 1608
AS TO PURCHASER:
DATED: d. II ~/"./
I
. .
ATTElST:.-." '.
DWIGHT E. BROCK, Clerk
:>. . . ".. >
o.c...
puty Clerk
t
BOARD OF COUNTY COMMISSIONERS
COLLlE~"sp.C UNTY, FLORIDA
BY: It.,l L,'. Cir'~O~
Fred W. Coyle, Chairman'
Approved as to form and
legal sufficiency:
~-Y)D~
J~IJA)" fZ i1 NJ.{,fE--
Assistant County Attorney
EXHIBIT" A"
Lel!al Description of Property
Folio # 40419040006
Description: The West 75 feet of Tract 85, GOLDEN GATE ESTATES UNIT 72,
according to the Map or Plat thereof as recorded in Plat Book 5, Page 8, Public Records
of Collier County, Florida.
Exhibit B
EXHIBIT "B"
Personal Property
NONE, UNLESS SPECIFICALLY IDENTIFIED BELOW:
Exhibit B
EARNEST MONEY
ADDENDUM TO PURCHASE AGREEMENT
THIS ADDENDUM TO PURCHASE AGREEMENT is dated as of the 12th day of February, 2010, by
and between HAC HOME LOANS SERVICING LP, F/K/A COUNTRYWIDE HOME
LOANS SERVICING LP, a Texas Limited Partnership as servicing agent and attorney in
fact for HSBC Bank USA, National Association as Trustee for the Holders of ACE Securities
Corp. Home Equity Loan Trust, Series 2006-CW] Asset Backed Pass-Through Certificates
(hereinafter called "Seller"), Collier County, a Political Subdivision of the State of Florida (hereinafter
called "Purchaser"), and Berman, Rennert, Vogel and Mandler, P ,A. (hereinafter called "Escrow Agent"),
amending that certain Purchase Agreement between the Parties of even date herewith.
I) Escrow Agent acknowledges that upon receipt of earnest money in the amount of $],000.00
pursuant to the Real Estate Purchase Agreement dated February 12,2010, entered into between
Seller and Purchaser ("Purchase Agreement") the Escrow Agent shall send written
acknowledgement of receipt of funds to the Seller and Purchaser. Escrow Agent shall hold in a
non-interest bearing account pursuant to taxpayer infolmation 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) Wherever in this Agreement it shall be required that notice or demand be given by either Party to
this Agreement to the other, such notice or demand shall not be deemed given or served unless in
writing and forwarded by (i) registered or certified mail, postage prepaid, (ii) by reputable
overnight courier snch as Federal Express, Airborne or others, or (iii) by facsimile, addressed as
tallows:
To Seller at:
BAC Home Loans Servicing LP, F/K1A Countrywide Horne Loans
Servicing LP, a Texas Limited Partncrship
400 Countrywide Way, Simi Valley, CA 93065
Attn: Real Estate Management - NSP
To Purchaser at:
Collier County, a Political Subdivision of the State of Florida
3301 Tamiami Trail East
Naples, FL 34112
Attn: Gary Bigelow
To Escrow Agent at:
Berman, Relmcrt, Vogel and Mandler, PA.
100 SE 2" Street - 29'h FIr
Miami, FL 33131
Attn: Scott Levine
Addendum - Page I
The date of notice shall be the date deposited in the U.S. Mail, with an overnight delivery service, or sent
by facsimile.
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
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 Agreement 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.
Addendum - Page 2
SELLER:
BAC HOME LOANS SERVICING LP, F/K/A
COUNTRYWIDE HOME LOANS SERVICING
LP, a Texas Limited Partnership as servicing
agent and attorney in fact for HSBC Bank USA,
National Association as Trustee for the Holders of
ACE Securities Corp. Home Equity Loan Trust,
Series 2006-CW1 Asset Backed Pass-Through
Certificates
By:
~~ ~f~~'(J/VY
Kellie Mavrolas -
Asset Manager
Its:
PURCHASER:
Collier County, a Political Subdivision of the
State of Florida
*See substitute signature page attached hereto*
ESCROW AGENT:
Berman, Rennert, Vogel and Mandler, P.A.
By:
Scott Levine
Its: Attorney
Addendum .- Page 3
Project: Neighborhood Stabilization Program
Folio Number: 40419040006
Property Address: 4460 22"d Ave NE
Earnest Money Addendum
SUBSTITUTE SIGNATURE PAGE
Date Property acquisition approved by BCC: October 27,2009, Item 16D8
AS TO PURCHASER:
DATED: .z/lf6/'O
O,t.
lerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: "'"~_tL t,,). C'i1,Q",
Fred W. Coyle, Chairm )
ATTEST:
DWIGHT E: BROCK, Clerk
.~! ,', . :: ",;
- ,," ,,','
.... ato Q6.ttW ..
.tJ..-\"~'" .A~:") .
Approved as to form and
legal sufficiency:
~~'"'0~
"'J"t;iJU/ qz ;;1, M-t/T 6
Assistant County Attorney
LEAD PAINT ADDENDUM FOR HOUSL.'l/G CONSTRUCTED BEFORE 1978
TO PURCHASE AGREEMENT BETWEEN
BAC HOME LOANS SERVICING LP, F/K/A COUNTRYWIDE HOME LOANS
SERVICING LP as servicing agent and attorney in fact for HSBC Bank USA, National
Association as Trustee for the Holders of ACE Securities Corp, Home Equity Loan Trust, Series
2006-CWI Asset Backed Pass-Through Certificates, AS SELLER
AND
Collier County, a Political SubdIvision of the State of Florida, AS PURCHASER
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. Seller of any interest in residential real property is required to provide the purchaser with any
information on lead-based paint hazards from risk assessments or inspections in Seller's possession and
notify the purchaser of any known lead-based paint hazards. A risk assessment or inspection for possible
lead-based paint ha7.ards is recommended before purchase.
SEI~LER'S DISCLOSURE
1. Presence oflead-based paint and/or lcad-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. _X_ Seller has no Imow1edge of lead-based paint and/or lead-based paint hazards in
the housing.
2. Records and reports available to Scller (check item a or b below):
a. _ Seller has provided Purchaser with all available records and reports pertaming to
lead-based paint and/or lead-based paint hazards in the housing, If checked, the following
documents were provided:
b. _ X~ Seller has no reports or records pertaining to lead-based paint and/or lead-based
paint ha7.ards in the housing.
PURCHASER'S ACKl'lOWLEDGMENT
1. Purchaser has read the Lead Warning Statement above and understands its contents, and has
received copies of all information listed above.
2. Purchaser has receIved the pamphlet Protect Your Family from Lead in Your Home.
Addendum - Page 4
3. Purchaser has either (check one of the boxes below):
[S]
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
waived the opportumty to conduct a risk assessment or inspection for the presence of
lead-based paint and/or lead-based paint hazards.
o
SELLER:
BAC HOME LOANS SERVICING LP, F/K/A
COUNTRYWIDE HOME LOANS SERVICING
LP, a Texas Limited Partnership as servicing
agent and attorney in fact for HSBC Bank USA,
National Association as Trustee for the Holders of
ACE Securities Corp. Home Equity Loan Trust,
Series 2006-CW I Asset Backed Pass-Through
Certificates
By:
~Ox I) ~'^^)r0U0--
Kellie Mavrolas
Asset Manager
Its:
PURCHASER:
Collier County, a Political Subdivision of the
State of Florida
*See substitute signature page attached hereto*
Addendum - Page 5
Project: Neighborhood Stabilization Program
Folio Number: 40419040006
Property Address: 4460 22'd Ave NE
Lead Paint Addendum
SUBSTITUTE SIGNATURE PAGE
Date Property acquisition approved by BCC: October 27,2009, Item 16D8
AS TO PURCHASER:
DATED: .) I {/6 IfD
ATTEST: .' ".
DWIG'HTE':BROlW<, Clerk
. . '. .~
YJvt-., ().1w,~~L.
0. .' 6/s)>uty Irk
--t.' '.... te~_ ..
.t...... .lfw .
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: ';1 ,.~- 1/>) t,,~\~\l.
Fred W. Coyle, Chairman
Approved as to form and
legal sufficiency:
~-f)u~
JCIJ,u1 t:r. 11. ~rJiflJC;
Assistant County Attorney
AGENT'S ACKNOWLEDGMENT
BY AGENT'S EXECUTION BELOW, AGENT ACKNOWLEDGES THAT:
Agent has informed Seller of Seller's obligations under 42 V.S.C. g4852d and is aware of his or
her responsibility to ensure compliance,
CERTIFICATION OF ACCURACY
The following parties have reviewed the intormation above and certify, to the best of their
knowledge, that the information they have provided is true and accurate.
~~\~ ~'v'J{~~
Seller
1J rz-\IO
\ .
date
Listing broker/agent
date
Addendum - Page 5
Addendum 2
State and Local Laws
Addendum - Page 7
Neighborhood Stabilization Program
Address: 4460 220d Ave NE, Naples, Florida 34120
ADDENDUM
THIS ADDENDUM is entered into by and between BAC Home Loans Servicing LP, F/K/A
Countrywide Home Loans Servicing LP, a Texas Limited Partnership, as servicing agent and
attorney in fact for HSBC Bank USA, National Association as Trustee for the Holders of ACE
Securities Corp. Home Equity Loan Trust, Series 2006-CWl Asset Backed Pass-Through
Certificates, Seller, and COLUER COUNTY, a Political Subdivision of the State of Florida,
Purchaser. Purchaser and Seller entered into that certain Purchase and Sale Agreement effective
as of February 12, 2010, and executed by Purchaser as of the date hereinbelow stated (the
"Agreement"). Purchaser and Seller wish to amend the Agreement with the following terms and
conditions:
1. Paragraph 2(a) of the Agreement is revised to provide that, notwithstanding
any other provisions of the Agreement, Earnest Money shall be delivered to the account
of Title within seven (7) business days after the date of execution of the Earnest Money
Addendum to the Agreement by the Escrow Agent.
2. Paragraph 3(b) of the Agreement is revised to provide that, notwithstanding
any other provisions of the Agreement, Closing shall take place on or before April 8,
2010.
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.
IN WITNESS WHEREOF, the Purchaser and Seller have executed this Addendum as of the dates
hereinafter stated.
Date property acquisition approved by BCC:
October 27, 2009, Agenda Item 16D8
DATED: .;J./,tJ/IO
,I, '
. .
ATTESli:," "'. .
DWIGHTE, BROe:~,'C;terk
:>- '- -....,
PURCHASER:
D. c.
BOARD OF COUNTY COMMISSIONERS
COLUER-90UNTY, FLORIDA ~
BY: r'\..' ~- C,) (iM-:'J(~
Fred W. Coyle, Chalrman\ !
.Ii
. ...,. .
"
Approved as to'form'and
legal sufficiency:
~~'I.-.)~
Jennifer B. White, Asst. County Attorney
DATED: '2\ \~\l\)
\' .
SELLER:
BAC Home Loans Servicing LP, F/K/A
Countrywide Home Loans Servicing LP,
a Texas Limited Partnership, as servicing
agent and attorney in fact for HSBC Bank
USA, National Association as Trustee for the
Holders of ACE Securities Corp. Home Equity
Loan Trust, Series 2006-001 Asset Backed
Pass-Through Certificates
By: t:-&Q ~ u.c~VI9€.iVd
Kellie Mavrolas
Its: Asset Manager
MEMORANDUM
Date:
February 18, 2010
To:
Hans Russell, Sr. Property Acquisition Specialist
Facilities Management Department
From:
Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re:
Purchase Agreement & Addendum for
property at 4460 nnd Avenue NE
Attached is the original agreement and accompanying document, referenced above
(Item #16D8) approved by the Board of County Commissioners on October 27, 2009.
The Minutes and Record's Department will hold a copy ofthc agreement 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 DOCIJMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print 011 pink paper. Attach to original document. Original documents should be hand delivered to tht; Board Oflke. rhe completed routing slip and original
documents an: to be forwarded to the Board Office only after the Board has taken action on the item,)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exl.:c lion of the Chairman's si nature, draw a line throu h roulin lines #1 throu"h #4, com llctc the checklist, and forward to Sue Fi]son (line #5)
R(>ute to Addressee(s) Office Initials Date
(I...:ist in routin order)
1.
2.
3.
v
1./\1:0 10
-
PRIMARY CONTACT INFORMATION
(Thr; primary contact is the holder of the original document pending Bee approval Normally the primary contact is the person who created/prepared the executive
surrmary. Primary contact information is needed in the event one of Ihe addressees above, including Sue Filson, need 10 contact statT for addition a] or missing
information. All original documents needing the Bee Chainnan's signature are to be delivered to the BCe office only after the BCe has acted 10 approve the
4.
item,)
Name of Primary Staff t-I A AJS 1Z. ()5.; S L. <- Phone Number ;Z!;;2-2~23
Contact
Agenda Date Item was CJCJ1)~R ;27 .)..c?O Cj Agenda Item Number / t.l/ <;?
Approved bv the BCC
Type of Document AW-fi{'MeA-T / fJ 'P PDt-1>/.IM Number of Original fiVe)
Attached Documents Attached
~
5. Ian Mitchell, BCC Office
Supervisor
6. Minutes and Records
Board of County Commissioners
Clerk of Court's Office
Yes
(Initial)
NIA(Not
A licable)
I.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "NIA" in the Not Applicable column, whichever is
a ro 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
Omce and all other arties exec t the BCC Chairman and the Clerk to the Board
The Chairman's signature line date has been entered as the date ofBCC approval ofthc
document or the final ne otiated contract date whichever is a licable.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials arc re uired.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Ian MithcheIl in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCe's actions arc nullified. Be aware of OUf deadlines!
The document was approved by the Bee on (enter date) and all changes
made during the meeting have been incorporated if the attached document. The
Count Attorne 'S Office has reviewed the chan es, if a licable.
'v1I-
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7J.I.e
'tlrlt
Iv/~
'tIP-
o
3.
4.
5.
6.
i. Forms! County Forms! Bee Forms! Original DUcUIlH;nts Routing Slip WWS Origimll 9.03.04, Revised ]26.05, Revised 2,24.05, Revised 9.18.09