Purchase and Sale Agreement
NSP
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Aqreement") is made between WELLS FARGO
BANK. N.A., a national banking association, whose address is 1 Home Campus, Des Moines,
Iowa 50328-0001. in its capacity as mortgage loan servicer and attorney in fact for the Owner
of Record of the subject Property ("Seller") and COLLIER COUNTY , a POLITICAL
SUBDIVISION OF THE STATE OF FLORIDA [entity type]. whose address is 3301 TAMIAMI
TRAIL EAST. NAPLES. FL 34112 ("Purchaser"), (together, the "Parties" and individually, the
"Party") and is effective as of APRIL 28, 2010 (the "Effective Date").
Recitals:
Seller owns certain real property, improvements, appurtenances and hereditaments located at
3502 CALOOSA ST, NAPLES, County of COLLIER, State of FLORIDA, legally described on
Exhibit A attached to this Agreement (the "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: .
1. Neitlhborhood Stabilization Protlram. The Parties acknowledge the purchase
and sale of the Property 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 k8J 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 Property. 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 Property shall be THIRTY-FIVE
THOUSAND and 00/100 Dollars $35,000 (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 TWENTY-SIX THOUSAND, TWELVE and 00/100
Dollars $26,012 ("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:
TWENTY-SIX THOUSAND, TWELVE and 00/100 Dollars $26,012 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: Closintl 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, JUNE 25, 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. Inspections.
(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
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
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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, 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 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 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. Closintl 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 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 actual taxes
from the previous year on the Property. All prorations shall be based upon a 30-day
month and all such prorations shall be final. Seller shall not be responsible for any
amounts due, paid or to be paid after closing, including but not limited to, any taxes,
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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 011, 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.
o Purchaser k8J Seller (check one) agrees to k8J pay 0 assume (check one) all special
assessments levied of record or certified into the current year's taxes as of the date of
closing.
o Purchaser k8J 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 the 0 Purchaser k8J 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)
(c) 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
(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.
(d) With respect to Purchaser's selection of a Title Company pursuant to
Paragraph 12, Purchaser may choose the Seller's Preferred Title Company (defined
below) or any other third party. Upon acceptance of Purchaser's offer, Seller shall
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provide to Purchaser a suggested company ("Seller's Preferred Title Company") to act
as the closing agent and title insurance company.
(i) If Purchaser selects Seller's Preferred Title Company to act as the closing
agent and the Title Company, then notwithstanding any other provision in this
Agreement, Seller shall pay up to $2,500.00 of Purchaser's closing costs that
would be payable pursuant to this Agreement if Purchaser had selected any
other third party to act as closing agent and Title Company. If the closing costs
total less than $2,500.00, only the actual amount of closing costs will be paid by
Seller.
(ii) If Purchaser selects a third party other than Seller's Preferred Title
Company to act as the closing agent or the Title Company, then Seller,
notwithstanding any other paragraphs of this Agreement, will only pay the costs
stated in subsection (c) above.
(iii) The Purchaser will notify the Seller of the Title Company and closing
agent Purchaser has selected by completing the selection form attached hereto
as Exhibit "E".
For the avoidance of doubt, nothing herein shall be deemed to require the
Purchaser to use Seller's Preferred Title Company as a condition to the sale of the
Property to Purchaser.
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 Property or causes the Property to be altered
in any way and/or occupies the Property or allows any other person to occupy the Property prior
to closing and funding without the prior written consent of Seller, such event shall constitute a
breach by Purchaser under this Agreement and Seller may terminate this Agreement and
Purchaser shall be liable to Seller for damages caused by any such alteration or occupation of
the Property prior to the Closing Date and funding and Purchaser hereby waives any and all
claims for damages or compensation for improvements made by Purchaser to the Property
including, but not limited to, any claims for unjust enrichment.
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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 Property 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 Property 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;
(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 in which
the Property is located; and
(v) Utility and drainage easements which do not interfere with present
improvements.
(b) Homeowner's Associations, Condominiums or Planned Unit
Developments. 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.
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If after reasonable efforts, Purchaser is unable to obtain such governing body's consent
to this transaction, Purchaser may terminate this Agreement as Purchaser's sole and
exclusive remedy at law and/or equity. Upon termination of this Agreement 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 provision that applies.)
o Seller represents that the dwelling was constructed on the real
property in 1978 or later.
k8J 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.)
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,
Florida (the "Title Company") and provide a copy to Seller. Purchaser shall have five (5) days
from the 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
7
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 as Purchaser's sole remedy
at law or equity.
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.
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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.)
o 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 that Purchaser has
provided a completed, amended and correct OFAC Certificate in
connection with this transaction.
o 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 Representations 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. Property 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
acknowiedges, 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
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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 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.
(c) 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
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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
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 \^lith
illegal activity of any kind.
In the event Seller elects to terminate this Agreement as a result of subparagraph
17(a) (i), (Ii), (iil), (iv), (v), (vi), (vii) or (viii) above, 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:
11
(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
objection or terminate this Agreement 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 Company. 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 Settiement 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. Closintl 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;
]2
(ii) Executed Settlement Statement; and
(iii) The balance of the Total Adjusted Sales Price due at closing
20. Deliveries by 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
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, termination shall be Purchaser's sole and exclusive remedy at law
and/or equity. Purchaser waives any claims that the Property is unique. Upon
termination, 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 iegal 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 and Release.
13
(a) Purchaser agrees to indemnify and fully protect, defend, and hold Seller,
its officers, directors, employees, shareholders, 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:
(i) inspections or repairs made by Purchaser or its agents,
employees, contractors, successors or assigns;
(ii) 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
(iii) 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.
(b) In the event Purchaser is a municipality, government or political
subdivision subject to sovereign immunity, any indemnification provision applicable to
Purchaser shall be modified by the phrases: (i) Purchaser shall indemnify Seller "only
to the extent allowed by applicable law", and (ii) "Nothing in this Agreement shall be
construed as a waiver of Purchaser's sovereign immunity."
(c) PURCHASER FULLY RELEASES AND DISCHARGES SELLER FROM
AND RELINQUISHES ALL RIGHTS, CLAIMS AND ACTIONS THAT PURCHASER
MAY HAVE OR ACQUIRE AGAINST SELLER WHICH ARISE OUT OF OR ARE IN
ANY WAY CONNECTED WITH THE CONDITION OF THE PROPERTY, INCLUIDNG
WITHOUT LIMITATION (A) ANY MATTER SET FORTH IN SECTION 16 ABOVE, (B)
THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT ANY
PROPERTY (INCLUDING BUT NOT LIMITED TO ANY UNDISCOVERED
HAZARDOUS MATERIALS LOCATED BENEATH THE SURFACE OF THE
PROPERTY) AND (C) VIOLATIONS OF ANY HAZARDOUS MATERIALS LAWS
PERTAINING TO THE PROPERTY OR THE ACTIVITIES THEREON. THIS RELEASE
APPLIES TO ALL DESCRIBED RIGHTS, CLAIMS AND ACTIONS, WHETHER
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, PRESENT OR FUTURE.
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 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 neither Party shall
]4
have any further rights or liabilities hereunder except as provided in Paragraph 26 of this
Agreement.
25. Keys. 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. 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.
28. Assitlnment of Atlreement. 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.
29. Entire Atlreement. 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. Ritlhts 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.
15
32. 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.
33. HeadinQs. 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. Attorney Review. Purchaser acknowledges that Purchaser has had the
opportunity to consult with its legal counsel regarding this Agreement and that accordingly the
terms of this Agreement are not to be construed against any Party because that Party drafted
this Agreement or construed in favor of any Party because that Party failed to understand the
legal effect of the provisions of this Agreement.
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
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. Invalidity. 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. Attorneys' Fees. Each Party shall pay the fees and costs of its own counsel. In
the event a legal proceeding is commenced to enforce this Agreement, the prevailing Party shall
be entitled to reasonable attorneys' fees and costs from the other Party.
41. Cumulative Ritlhts. 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.
16
42. Governintl 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. The Parties acknowledge the state and
local specific provisions attached hereto as Exhibit D. To the extent any terms or conditions of
Exhibit D differ from any provision of this Agreement, the terms of Exhibit D are controlling.
[Signatures Follow]
17
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:
PURCHASER:
COLLIER COUNTY A POLITICAL SUBDIVISION
OF THE STATE OF FLORIDA,
A [entity type]
By:
Its:
"THIS PAGE DELETED IN ITS ENTIRETY
PURSUANT TO EXHIBIT "D," PARAGRAPH 7.
SUBSTITUTE SIGNATURE PAGE FOLLOWS.
18
Project: Neighborhood Stabilization Program
Purchase and Sale Agreement
Property Address: 3502 Caloosa St. Naples, Florida 34112
Folio Number: 74412640000
Effective Date: April 28. 2010
SUBSTITUTE SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Purchase and Sale
Agreement as of the dates stated hereinbelow.
Date Property acquisition approved by BCC: October 27,2009, Item 16D8
AS TO PURCHASER:
DATED: 'f/,2q!IO
ATTEST:
DWIGHT E. BROCK. Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY:
"/t'll L~) (".-,~/QQ
Fred W. Coyle, Chairman"
II to eNl
_....... III ~
AS TO SELLER:
DATED:
Wells Fargo Bank, N.A., a national banking
association, in its capacity as mortgage loan
servicer and attorney in fact for Yale Mortgage
Corporation
BY:
Printed Name
Title
Approved as to form and
legal sufficiency:
~\f)~)~
JennifePB. White
Assistant County Attorney
EXHIBIT "An
Letlal Description of Property
Tax Parcel No. 74412640000
Lot 16, Block D, SOUTH TAMIAMI HEIGHTS, according to the Plat thereof, as recorded
in Plat Book 3, Page 44, of the Public Records of Collier County, Florida.
Exhibit A
EXHIBIT "B"
Personal Property
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, N.A. suspects to
be involyed 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
Country
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 # 59-600558
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 aboye, 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 whatsoeyer.
Seller:
Buyer:
Date:
Date:
Listing Agent:
Buyer:
Date:
Date:
Exhibit C
Exhibit "0"
1. The First Paragraph of the Purchase and Sale Agreement is revised to reflect that the
identity of the Wells Fargo Bank, NA, a national banking association, in its capacity as
mortgage loan servicer and attorney in fact for Yale Mortgage Corporation.
2. The First Paragraph of the Purchase and Sale Agreement is further revised to reflect
that the "Effective Date" stated is the date Seller accepted Purchaser's offer to purchase
pending execution of this Purchase and Sale Agreement, which shall be effectiye on the
date upon which this Purchase and Sale Agreement has been executed by the last one
of the Purchaser and Seller to sign.
3. Paragraph 7(a) of the Purchase and Sale Agreement is reyised to reflect that ad
yalorem and non-ad valorem property taxes shall be prorated based on a 365-day
calendar or fiscal year, as applicable.
4. Paragraph 10 of the Purchase and Sale Agreement is revised to reflect that the deed
to be delivered shall be a Special Warranty Deed.
5. Paragraphs 14(e) and 14(f) of the Purchase and Sale Agreement are eliminated in
their entirety and are replaced by the following:
14(e) 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 Executiye Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
goyernmental action and is not engaged in any dealings or transactions or
otherwise associated with such persons or entities 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 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.
6. 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.
7. Page 18 of the Purchase and Sale Agreement is deleted in its entirety, and is
replaced by the Substitute Signature Page immediately following.
Exhibit D
8. Exhibit "C" to the Purchase and Sale Agreement is not applicable pursuant to
Paragraph 14(e) 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.
9. The Lead Paint Addendum attached to the Purchase and Sale Agreement is revised
to reflect the identity of the Seller to be Wells Fargo Bank, N.A., a national banking
association, in its capacity as mortgage loan servicer and attorney in fact for Yale
Mortgage Corporation, and is further revised to delete the "Seller" and "Buyer" signature
blocks, replacing each with the notation "See following Substitute Signature Page," and
any requirements for initials or hand written entries are waiyed.
10. The form of Substitute Signature Page inserted immediately following the Lead
Paint Addendum shall be utilized by the parties to indicate their execution of the Lead
Paint Addendum.
Exhibit D
Exhibit "E"
Buyer's Closing Agent
Please select ONE ofthefollowing options for closing.
BUYER: COLLIER COUNTY A POLITICAL SUBDIVISION OF THE STATE OF
FLORIDA
1.
o Purchaser selects Seller's Preferred Title Company to act as the closing agent and
the Title Company. Please note this box MUST be selected to qualify for the buyers
paid closing cost.
2.
If the purchaser chooses not to nse the Seller's Preferred Title Company to act as the
closing agent and the Title Company, then the following section will need to be completed.
Please provide contact information for whom, you want to close with.
Company: STEWART TITLE COMPANY, NAPLES, FLORIDA
Contact Name: Betty Huff
Phone: 239-262-2164
Email: betty.huff@stewart.com
.,.. lfno information is supplied the closing will be with Seller's Closing Agent ..,.
LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978
TO PURCHASE AGREEMENT BETWEEN
WELLS FARGO BANK, N.A., AS SELLER
AND
COLLIER COUNTY A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, AS
BUYER
LEAD WARNING STATEMENT
Every purchaser of any interest in residential real property on which a residential
dwelling was built before 1978 is notified that such property may present exposure to
lead from lead-based paint that may place young children at risk of developing lead
poisoning. Lead poisoning in young children may produce permanent neurological
damage, including learning disabilities, reduced intelligence quotient, behavioral
problems, and impaired memory. Lead poisoning also poses a particular risk to
pregnant women. The seller of any interest in residential real property is required to
provide the buyer with any information on lead-based paint hazards from risk
assessments or inspections in the seller's possession and notify the buyer of any known
lead-based paint hazards. A risk assessment or inspection for possible lead-based paint
hazards is recommended before purchase.
SELLER'S DISCLOSURE
1. Presence of lead-based paint and/or lead-based paint hazards (check items a or
b below):
a. 0 Known lead-based paint and/or lead-based paint hazards are present
in the housing. If checked, the following explanation is provided:
b. k8J 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. 0 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. k8J Seller has no reports or records pertaining to lead-based paint and/or
lead-based paint hazards in the housing.
BUYER'S ACKNOWLEDGMENT
1. Buyer has read the Lead Warning Statement above and understands its
contents, and has received copies of all information listed above.
2. Buyer has received the pamphlet Protect Your Family from Lead in Your Home.
3. Buyer has either (check one of the boxes below):
-
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
k8J 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. ~4852d 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:
WELLS FARGO BANK N.A.,
A national banking association
By:
Name:
Its:
BUYER:
COLLIER COUNTY A POLITICAL SUBDIVISION OF THE STATE OF flORIDA
A
[entity type]
By:
Name:
Its:
NEIGHBORHOOD STABILIZATION PROGRAM
LEAD PAINT ADDENDUM TO PURCHASE AND SALE AGREEMENT
PROPERTY ADDRESS: 3502 Caloosa St
FOLIO NUMBER: 74412640000
EFFECTIVE DATE: April 28, 2010
SUBSTITUTE SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Lead Paint
Addendum as of the dates stated hereinbelow.
Date Property acquisition approved by BCC: October 27,2009, Item 16D8
AS TO PURCHASER:
DATED: 1/:2/1'/10
BOARD OF COUNTY COMMISSIONERS
COLLlER,<?9,wNTY, FLORID"A .1
BY: 11",.t (,0, (~
Fred W. Coyle, Chairman I
DATED:
Wells Fargo Bank, NA, a national
banking association, in its capacity as
mortgage loan servicer and attorney in
fact for Yale Mortgage Corporation
BY:
Printed Name
Title
Approved as to form and
legal sufficiency:
~~~~
Jennife . White
Assistant County Attorney