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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 JULY 8, 2010 (the "Effective Date"). Recitals: Seller owns certain real property, improvements, appurtenances and hereditaments located at 5230 GILCHRIST 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. Neiahborhood Stabilization Proaram. 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 RegisterNo!. 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 I:8lIS NOT D 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. 3. Purchase Price. The purchase price for the Property shall be SIXTY-TWO THOUSAND, NINE HUNDRED and 00/100 Dollars $62,900 (the "Purchase Price"). However, pursuant to the NSP Guidelines, the amount payable by Purchaser to Seller for the purposes of this transaction as the consideration to be paid shall be FIFTY NINE THOUSAND, FIVE HUNDRED THIRTY-EIGHT and 00/100 Dollars $59,538 ("Total Adjusted Sales Price"). The 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 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: FIFTY NINE THOUSAND, FIVE HUNDRED THIRTY-EIGHT and 00/100 Dollars $59,538 representing the balance of the Total Adjusted Sales Price payable by certified check, or wire transfer on the Closing Date (defined below). For the purposes of this Paragraph 3 the Total Adjusted Sales Price is an agreed upon sum intended to be less than the Purchase Price. In addition, the Total Adjusted Sales Price will be less than Seller's estimate of the fair market value of the Property ("Seller's Estimate of Fair Market Value") provided to Purchaser pursuant to negotiations which have occurred prior to the execution of this Agreement and pursuant to the NSP Guidelines. Seller Adjustments are those agreed upon reductions to Seller's Estimate of Fair Market Value derived through negotiations with Purchaser prior to the execution of this Agreement. Such Seller Adjustments include a number of factors which have been disclosed by Seller to Purchaser or by Purchaser's due diligence prior to the execution of this Agreement, including but not limited to (a) reduced sales and marketing costs, avoided property rehabilitation and maintenance costs, avoided taxes and insurance expenses, and any other holding costs avoided during an assumed holding period, (b) the benefit of an expeditious sale in the specific local market recognizing changes in market value over time during an assumed holding period, and (c) the impact on net present value of receiving cash payments in advance of expected sale through traditional marketing methods. 4. Time of the Essence: Closina Date. (a) It is agreed that time is of the essence with respect to all dates specified in this Agreement and any addenda, riders or amendments thereto. This means that all deadlines are intended to be strict and absolute. (b) The closing shall take place on or before, AUGUST 20, 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 2 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. Closina 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, 3 penalties or interest assessed or due as a result of retroactive, postponed or additional taxes resulting from any change in use of, or construction on, or improvement to the Property, or an adjustment in the appraised value of the Property. In the event Seller has paid any taxes, special assessments or other fees and there is a refund of any such taxes, assessments or fees after closing, and Purchaser as current owner of the Property receives the payment, Purchaser will immediately submit the refund to Seller. If the Property is heated by or has storage tanks for fuel oil, liquefied petroleum gases or similar fuels, Purchaser will buy the fuel in the tank at closing at the current price as calculated by the supplier. Property taxes shall be prorated to the Closing Date on a per diem calendar basis. All interest, rents, city water charges current operating expenses, and homeowner's association dues shall be prorated to the Closing Date. Homeowner association transfer dues, if any, are to be paid by Purchaser. D Purchaser k8J Seller (check one) agrees to k8J pay D assume (check one) all special assessments levied of record or certified into the current year's taxes as of the date of closing. D Purchaser I:8l 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 D Purchaser I:8l 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 4 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. 5 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. 6 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.) I:8l Seller represents that the dwelling was constructed on the real property in 1978 or later. D 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 (iJ 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. 8 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 acknowledges, on behalf of itself, its opportunity to inspect and investigate the Property and all improvements thereon, either independently or through agents of Purchaser's choosing, and that in purchasing the Property, Purchaser is not relying on any statements or representations made by Seller or Seller's agents as to the physical condition of the Property and/or any improvements thereon, including BUT NOT LIMITED TO, heating, sewage, roof, foundations, soils and geology, septic, lot size or suitability of the Property and/or its improvements for particular purposes, or that any 9 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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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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onditions 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 with illegal activity of any kind. In the event Seller elects to terminate this Agreement as a result of subparagraph 17(a) (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) above, 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: ]1 (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 Companv. The undersigned Purchaser and Seller hereby: (i) authorize and direct the Title Company or any title company or closing agent providing services in connection with this transaction (the "Closing Agent") to furnish a copy of any HUD-1 Settlement Statement generated in connection with the closing of this transaction, whether unsigned or signed by the Parties, showing both Purchaser's and Seller's sides of the transaction to the closing outsource provider of Seller; (ii) agree that the Closing Agent shall have no liability under the Gramm-Leach-Bliley Act, any other statute or regulation relating to privacy or information disclosure or otherwise as a result of its compliance with the direction to release aforementioned HUD-1 Settlement Statements to the closing outsourcer; and (iii) agree that the closing outsourcer may furnish such HUD-1 Settlement Statements to any authorized agent of Seller. 19. Closina 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; 12 (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 legal or equitable principle, or any other such expense or cost arising from or related to this Agreement or a breach of this Agreement. (d) Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach. (e) In the event either Party elects to exercise its remedies as described in this Paragraph 21 of this Agreement, and this Agreement is terminated, the Parties shall have no further obligation under this Agreement except as to any provision that survives the termination of this Agreement pursuant to Paragraph 26 of this Agreement. 22. Indemnification 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 14 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. Suryival. 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. Assianment of Aareement. 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 Aareement. This Agreement, including the disclosure of information on lead based paint and/or lead based paint hazards or Seller Disclosure and Release Addendum or other disclosure forms or notices required by law, constitutes the entire agreement between Purchaser and Seller concerning the subject matter hereof and supersedes all previous communications, understandings, representations, warranties, covenants or agreements, either written or oral and there are no oral or other written agreements between Purchaser and Seller. NO ORAL PROMISES, REPRESENTATIONS (EXPRESSED OR IMPLIED), WARRANTIES OR AGREEMENTS MADE BY SELLER AND/OR BROKERS OR ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE DEEMED VALID OR BINDING UPON SELLER UNLESS EXPRESSLY INCLUDED IN THIS AGREEMENT. All negotiations are merged into this Agreement. Seller is not obligated by any other written or verbal statements made by Seller, Seller's representatives, or any real estate licensee. 30. Modification. No provision, term or clause of this Agreement shall be revised, modified, amended or waived except by an instrument in writing signed by Purchaser and Seller. 31. Riahts 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. ]5 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. Headinas. The titles to the sections and headings of various paragraphs of this Agreement are placed for convenience of reference only and in case of conflict, the text of this Agreement, rather than such titles or headings shall control. 34. Gender. Unless the context otherwise requires, singular nouns and pronouns, when used herein, shall be deemed to include the plural of such nouns or pronouns and pronouns of one gender shall be deemed to include the equivalent pronoun of the other gender. 35. Force Maieure. Except as provided in Paragraph 23 to this Agreement, no Party shall be responsible for delays or failure of performance resulting from acts of God, riots, acts of war, epidemics, power failures, earthquakes or other disasters, providing such delay or failure of performance could not have been prevented by reasonable precautions and cannot reasonably be circumvented by such Party through use of alternate sources, workaround plans or other means. 36. 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 Riahts. 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. Governina 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 IS DELETED IN ITS ENTIRETY PURSUANT TO EXHIBIT "D," PARAGRAPH 7. SUBSTITUTE SIGNATURE PAGE FOLLOWS. 18 NEIGHBORHOOO STABILIZATION PROGRAM PURCHASE ANO SALE AGREEMENT PROPERTY ADDRESS: 5230 Gilchrist St, Naples, FL 34113 FOLIO NUMBER: 62252520004 EFFECTIVE DATE: July 8,2010 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 and April 27, 2010, Item 16D3 AS TO PURCHASER: DATED:~ ATTEST:' . ~~ '. .' pu y Clerk ... . ...".1...1 ... AS TO SEL.LER: BOARD OF COUNTY COMMISSIONERS COLLlE~UNTY, FLO~~ '. "W BY: ~. Fred W. Coyle, Chairman - DATED: WACHOVIA MORTGAGE CORPORATION BY: Printed Name Title Approved as to form and iegal sufficiency: ~f\u~ Jenni B. White Assistant County Attorney EXHIBIT "An Leaal Description of Property Tax Parcel No. 62252520004 LOT 8, BLOCK 4, NAPLES MANOR LAKES, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 3, PAGE 86, 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, NA suspects to be involved in a suspicious transaction or one in violation of federal law. Therefore the following information must be provided. This information will only be used for the sole purpose of screening against OFAC and WorldCheck lists. Please provide the following information: Full Name (First Middle and Last) _ Full Complete Address (no P.O. Boxes)_ City State 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: Email: City: _ State: _ Zip:_ 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 above, the offer, purchase agreement or other documents executed in connection with the purchase of the property shall be of no effect, and shall be immediately cancelled. No party shall be liable to the other party in any way, for any claims whatsoever. 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 Seller is Wachovia 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 effective 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 revised to reflect that ad valorem 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 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not engaged in any dealings or transactions or othervvise 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 not applicable pursuant to Paragraph 11(c) of the Purchase and Sale Agreement and is hereby deleted in its entirety, and any requirements for completion and signatures are waived. Exhibit D Exhibit "E" Buyer's Closing Agent Please select ONE of the following options for closing. BUYER: COLLIER COUNTY A POLITICAL SUB-DIVISION OF THE STATE OF FLORIDA 1. D 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 use 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 **'" Ifno 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. D Known lead-based paint and/or lead-based paint hazards are present in the housing. If checked, the following explanation is provided: b. I:8l Seller has no knowledge of lead-based paint and/or lead-based paint hazards in the housing. 2. Records and reports available to Seller (check item a or b below): a. D Seller has provided Buyer with all available records and reports pertaining to lead-based paint and/or lead-based paint hazards in the housing. If checked, the following documents were provided: b. I:8l 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 1 O-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 D 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. 94852d and is aware of his or her responsibility to ensure compliance. CERTIFICATION OF ACCURACY The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. SELLER: 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: