Purchase and Sale Agreement
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made between BANK OF
AMERICA, N.A., whose address is 2900 North Madera Road, Simi Valley, California 93065
("Seller") and COLLIER COUNTY, a Political Subdivision of the State of Florida, whose
address is 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112 ("Purchaser"), (together,
the "Parties" and individually, the "Party") and is effective as of the date upon which this
Agreement has been executed by the last one of the Purchaser and Seller to sign (the "Effective
Date").
Recitals:
Seller owns certain real property and improvements located at No # 70th Avenue NE, Naples,
County of Collier, State of Florida, legally described on Exhibit A attached to this Agreement
("Property") which it wishes to sell, and which Purchaser wishes to purchase; and
The sale and purchase of the Property shall also be subject to a number of conditions, as each is
described by this Agreement;
Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:
1. Neie:hborhood Stabilization Proe:ram. The Parties acknowledge that the sale and
purchase of the Property is being made pursuant to the desire of the Parties to facilitate the
stabilization of neighborhoods impacted by the current crisis in the national housing market.
Purchaser acknowledges that Seller has previously entered into certain conveyances with buyers
of other properties which are intended to be consummated using federal funds distributed as part
of the emergency assistance for the redevelopment of abandoned and foreclosed homes under
Section 2301 of Title 3 of Division B of the Housing and Economic Recovery Act of 2008
("HERA") and the National Stabilization Guidelines of the Department of Housing and Urban
Development ("NSP Guidelines") and amendments thereto. The parties hereby acknowledge
that such federal funding is being used in this transaction. The Parties agree that this transaction
is intended to comply with the provisions of HERA and the NSP Guidelines.
2. Sale of Property and Description: Subject to compliance with the terms and conditions
of this Agreement, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the
Property.
3. Purchase Price. The Purchase Price for the Property shall be One and 00/100 Dollars
($1.00) (the "Purchase Price"), payable by certified check or wire transfer on the Closing Date
(defined below).
4. Time of the Essence: Closine: Date:
a) It is agreed that time is of the essence with respect to all dates specified in this
Agreement and any addenda, riders or amendments thereto. This means that all
deadlines are intended to be strict and absolute.
b)
The closing shall take place on or before July 1, 2011 ("Closing Date"), unless
the Closing Date is extended in writing signed by Seller and Purchaser or
extended by Seller under the terms of this Agreement. The closing shall be held in
the offices of the title company of Purchaser's choice 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, the Purchaser has inspected the Property and
obtained for its ovm use, benefit and reliance, inspections and/or reports on the
condition of the Property, and has accepted the Property. The Purchaser shall
keep the Property free and clear of liens and indemnify and hold the Seller
harmless fI"om all liability claims, demands, damages, and costs related to the
Purchaser's inspection and any inspection conducted by Purchaser after the date
of this Agreement, and the Purchaser shall repair all damages arising from or
caused by the inspections. The Purchaser shall not directly or indirectly cause any
inspections to be made by any government building or zoning inspectors or
government employees without the prior written consent of the Seller, unless
required by law, in which case, the Purchaser shall provide reasonable notice to
the Seller prior to any such inspection. If the Seller has winterized this Property
and the Purchaser desires to have the Property inspected, listing agent will have
the Property dewinterized prior to inspection and rewinterized after inspection.
The Purchaser agrees to pay this expense in advance to the listing agent. The
amount paid under this provision shall be nonrefundable.
In situations that are applicable, (a) structural, electrical, mechanical, plumbing,
termite inspection, zoning, code compliance or pending improvements reports
relating to the Property, (b) notices of any violations of laws or governmental
ordinances, regulations or laws relating to the Property, or (c) any pending or
threatened litigation relating to the Property may have been prepared for the
benefit of the Seller. Where sllch items arc in the possession of the REO
department of the Seller or Seller's real estate agent, if engaged by Seller in
connection with this transaction, upon written request the Purchaser will be
allowed to review the notices and report(s) to obtain the same information and
knowledge the Seller has about the condition of the Property. The Purchaser
acknowledges that the inspection reports were prepared for the sole use and
benefit of the Seller. The Purchaser will not rely upon any such inspection reports
obtained by the Seller in making a decision to purchase the Property, provided
however, Purchaser shall have ten (10) business days after review of the said
reports and notices to terminate this Agreement, whereupon alI Earnest Money
shall be immediately returned to the Purchaser and the Agreement shall be null
and void and neither party shall have any further rights or liabilities hereunder
except as provided in Section 22 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, satelIite
dishes and garage door openers, now or hereafter located on the Property are not included in this
sale or the Purchase Price unless the personal property is specifically described and referenced
on Exhibit B attached to and made a part of this Agreement. Any personal property at or on the
Property may be subject to claims by third parties and, therefore, may be removed from the
Property prior to the Closing Date. Seller makes no representation or warranty as to the
condition of any personal property, title thereto, or whether any personal property is encumbered
by any liens. Purchaser assumes responsibility for any personal property remaining on the
Property at the time of closing.
7. Closine: Costs and Adiustments:
a) Purchaser and Seller agree to prorate the following expenses as of closing and
funding: municipal water and sewer charges, utility charges, real estate taxes and assessments,
common area charges, condominium or planned unit development or similar community
assessments, co-operative fees, maintenance fees, and rents, if any. In determining prorations, the
funding date shall be allocated to Purchaser. Payment of special assessment district bonds and
assessments, and payment of homeowner's association or special assessments shaH be paid
current and prorated between Purchaser and Seller as of Closing Date with payments not yet due
and owing to be assumed by Purchaser without credit toward Purchase Price. The Property taxes
shall be prorated based on an estimate or actual taxes from the previous year on the Property. All
prorations shall be based upon a 365-day calendar or fiscal year, as applicable, and all such
prorations shall be final. Seller shall not be responsible for any amounts due, paid or to be paid
after closing, including but not limited to, any taxes, penalties or interest assessed or due as a
result of retroactive, postponed or additional taxes resulting from any change in use ot~ 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.
Seller agrees to pay all special assessments levied of record or ce11ified into the current year's
taxes as of the dated of closing. Seller further agrees to pay any pending assessments at closing
or to deposit funds in escrow in an amount considered suilicient by lender, if any, to cover the
costs; any di fference to be refunded to the Seller.
b) Purchaser shall pay
(i) Closing and escrow fees; and
(ii) All recording and service fees required in order to record the Special
Wananty Deed; and
(iii) The cost of preparation of the Title Commitment; and
(iv) All premiums and costs incurred in connection with the issuance of
any title insurance policy and endorsements.
c) Seller shall pay:
(i) 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 Special Warranty Deed.
8. Delivery of Funds: Regardless of local custom, requirements, or practice, upon delivery
of the deed by Seller to Purchaser, Purchaser shall deliver all funds due Seller from the sale in
the form of bank check, certified check or wire transfer. An attorney's trust fund check shall not
be sufficient to satisfy this provision unless the bank holding the account on which the trust
fund check is drawn certifies the trust fund check.
9. Delivery of Possession of Property: Seller shall deliver possession of the Property to
Purchaser at closing and funding of sale, subject only to tenants in possession.
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 shall be
known as a Special Warranty Deed). Any reference to the ternl "Deed" or "Special Warranty
Deed" herein shall be construed to refer to such form of deed. It is the intent of Seller to deliver
marketable title to the subject property through the conveyance of the Special Warranty Deed.
11. Title to be Delivered. At Closing, Seller agrees to deliver to Purchaser the Deed, which
conveys marketable fee simple title in the Property to Purchaser subject only to the following:
(a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands
designations, provided that they are not violated by the existing buildings and improvements
erected on the Property or their use;
(b) Building laws, ordinances, State and Federal Regulations:
(c) Real estate taxes that are a lien, but are not yet due and payable;
(d) Reservation of any minerals or mineral rights to the State in which the Property is
located; and .
(e) Utility and drainage easements which do not interfere with present improvements.
12. Title and Examination.
a) Within five (5) days from the Effective Date, Purchaser will order a commitment
for a title insurance policy (the "Title Commitment") issued by Stewart Title
Company, Naples, Florida, ("Title") and provide a copy to Seller. Purchaser shall
have five (5) days from the date of its receipt of the Title Commitment to examine
title and make any objections thereto, which shall be made in writing to Seller or
deemed waived. If any objections are so made, Seller shall be allowed 60 days to
make title marketable. Pending correction of title, payments hereunder required
shall be postponed, but upon correction of title and within ten (10) days after
written notice to Purchaser, the Parties shall perform this Agreement according to
its terms.
13. Defects in Title:
Upon examination of the Title Commitment by Purchaser and notice to Seller of a title
objection, the Parties agree to proceed as follows:
a) If Purchaser raises an objection to Seller's title to the Property as provided in
Paragraph 12, which, if valid, would make title to the Property uninsurable and
not correctable within sixty (60) days, Seller shall have the right to terminate this
Agreement by giving written notice of the termination to Purchaser, provided
however, Purchaser shall have the right within 5 days of such notice to either
waive such defect or request Seller to proceed under Paragraph 1 3( c) below.
b) However, if Seller is able to correct the problem through reasonable efforts, as
Seller determines, at its sole and absolute discretion, within said sixty (60) day
period, including any written extensions, or if title insurance is available from a
reputable title insurance company at regular rates containing affim1ative coverage
for the title objections, as provided below or Purchaser waives the defect, then
this Agreement shall remain in full force and Purchaser shall perform pursuant to
the terms set in this Agreement.
c) Seller will cooperate with any title insurance company and Purchaser on the title
corrections to remove any such exception or to make the title insurable, but any
attempt by Seller to remove such title exceptions shall not impose an obligation
upon Seller to remove those exceptions.
d) In the event Seller, within such sixty (60) day period is not able to (i) make the
title insurable or correct any problem or (ii) obtain title insurance from a reputable
title insurance company, all as provided herein, Purchaser may either waive the
objection or terminate this Agreement as Purchaser's sole remedy at law or
equity.
14. I>urchaser Representations and Warranties:
Purchaser represents and warrants to Seller the following:
a) Purchaser is purchasing the Property solely in reliance on its own investigation
and inspection of the Property and not on any information, representation or
warranty provided or to be provided by Seller, its servicers, representatives,
brokers, employees, agents or assigns;
b) Neither Seller, nor its servicers, employees, representatives, brokers, agents or
assigns, has made any representations or warranties, implied or expressed,
relating to the condition of the Property or the contents thereof, except as
expressly set forth in Paragraph 5(a) of this Agreement;
c) Purchaser has not relied on any representation or warranty from Seller regarding
the nature, quality or workmanship of any repairs made by Seller; and
d) Purchaser will not occupy or, with the exception of current tenants in possession,
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.
e) 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 tenns, except as enforceability may be limited by equitable principles or by the
laws of bankruptcy, insolvency, or other laws affecting creditors' rights generally.
15. Seller Representations and Warranties:
(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. Conditions to the l>arties' 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;
11. Seller determines that it is unable to convey good and marketable title to
the Property insurable by a reputable title insurance company at regular
rates;
iii. Seller has requested that the servlCIng lender, or any other Party,
repurchase the loan previously secured by the Property;
lV. 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;
Vll. 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
V11l. 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 15 (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 21 of
this Agreement.
b) Purchaser's obligation to purchase the Property is subject to and conditioned upon
the fulfillment of the following conditions precedent:
(i) If Purchaser is using federal funds under HERA as described on page 1 of
this Agreement ("NSP Funds"), the receipt by Purchaser of an appraisal
consistent with the NSP Guidelines ("NSP Appraisal") in form and
appraised value acceptable to meet NSP Guidelines and support the Total
Adjusted Sales Price set forth above and in form and content acceptable to
Purchaser.
(ii) If Purchaser is using NSP Funds, the receipt by Purchaser of certain
required NSP Guidelines reports relating to environmental, historic district
conditions and other necessary NSP related due diligence reports ("NSP
Due Diligence Reports"), all in form and content acceptable to Purchaser.
In the event any of the foregoing conditions precedent to Purchaser's obligation to close
are not fulfilled on or before the Closing Date, Purchaser may either waive the objection or
terminate this Agreement and any Earnest Money deposit will be returned to Purchaser as
Purchaser's sole remedy at law or equity and the Parties shall have no further obligation under
this Agreement except as to any provision that survives termination pursuant to Paragraph 21 of
this Agreement. Unless otherwise agreed upon between the Parties and as reflected on the
closing statement for the transaction which is the subject of this Agreement, the cost of the
NSP Appraisal and the NSP Due Diligence Reports shall be at the sole cost and expense of
Purchaser.
17. 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.
c) Purchaser agrees that Seller shall not be liable to Purchaser tor 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 ] 7 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 22 of this
Agreement.
18. Indemnification: Purchaser agrees to indemnify and fully protect, defend, and hold Seller,
its officers, directors, employees, shareholders, servicers, representatives, agents, attorneys,
tenants, brokers, successors or assigns harmless from and against any and all claims, costs, liens,
loss, damages, attorney's fees and expenses of every kind and nature that may be sustained by or
made against Seller, its officers, directors, employees, shareholders, servicers, representatives,
agents, attorneys, tenants, brokers, successors or assigns, resulting from or arising out of:
1) inspections, repairs or improvements made by Purchaser or its agents, employees,
contractors, successors or assigns;
g) 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
h) 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.
19. 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 22 of this Agreement.
20. Eminent Domain: In the event that Seller's interest in the Property, or any part thereof,
shall have been taken by eminent domain or shall be in the process of being taken on or before
the Closing Date, either Party may terminate this Agreement and the Earnest Money deposit
shall be returned to Purchaser and neither Party shall have any further rights or liabilities
hereunder except as provided in Paragraph 22 of this Agreement.
21. Kevs: Purchaser understands that if Seller is not in possession of keys, including but not
limited to, mailbox keys, recreation area keys, gate cards, or automatic garage remote controls,
then the cost of obtaining the same will be the responsibility of Purchaser. Purchaser also
understands that if the Property includes an alann system, Seller cannot provide the access code
and/or key and that Purchaser is responsible for any costs associated with the alarm andlor
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.
22. 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 18 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.
23. 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.
24. Assie:nment of Ae:reement: Purchaser shall not assign this Agreement without the express
written consent of Seller. Seller shall not assign this Agreement without the express written
consent of Purchaser.
25. Entire Ae:reement: This Agreement, including the disclosure of information on lead based
paint and/or lead based paint hazards or Seller Disclosure and Release Addendum or other
disclosure forms or notices required by law, constitutes the entire agreement between Purchaser
and Seller concerning the su~ject 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.
26. 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.
27. Rie:hts of Others: This Agreement does not create any rights, claims or benefits inuring to
any person or entity, other than Seller's successors and/or assigns, that is not a Party to this
Agreement, nor does it create or establish any third Party beneficiary to this Agreement.
28. 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.
29. Headine:s: The titles to the sections and headings of various paragraphs of this Agreement
are placed for convenience of reference only and in case of conflict, the text of this Agreement,
rather than such titles or headings shall control.
30. Gendel-; 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.
31. Force Maieure: Except as provided in Paragraph 18 to this Agreement, no Party shall be
responsible for delays or failure of performance resulting from acts of God, riots, acts of war,
epidemics, power failures, earthquakes or other disasters, providing such delay or failure of
performance could not have been prevented by reasonable precautions and cannot reasonably be
circumvented by such Party through use of alternate sources, workaround plans or other means.
32. 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.
33. Notices: Any notices required to be given under this Agreement shall be deemed to have
been delivered when actually received in the case of hand or overnight delivery, or five (5) days
after mailing by first class mail, postage paid. All notices to Seller will be deemed sent or
delivered to Seller when sent or delivered to Seller's listing broker or agent, at the address set
forth in Paragraph 1 or as otherwise provided in writing to the other Party. All notices to
Purchaser shall be deemed sent or delivered when sent or delivered to Purchaser or agent at the
address set forth in Paragraph 1 or as otherwise provided in writing to the other Party.
34. Successors and Assie:ns. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of each of the Parties hereto.
35. Invaliditv. If for any reason any portion or paragraph of this Agreement shall be declared
void and unenforceable by any court of law or equity it shall only affect such particular portion
or paragraph of this Agreement and the balance of this Agreement shall remain in full force and
effect and shall be binding upon the Parties hereto.
36. Attornevs' }<'ees. Each Party shall pay the fees and costs of its own counsel.
37. Cumulative Rie:hts. The rights, options, election and remedies contained in this Agreement
shall be cumulative; and no one such rights, options, elections and remedies shall be construed as
excluding any other of them or any right or remedy allowed or provided by law.
38. Governine: Law. This Agreement shall be governed and construed in accordance with the
laws of the jurisdiction in which the Property is located.
39. Closine: Documents. The following documents shall be executed and delivered at time of
closing:
(a) Seller Documents:
(i) Special Warranty Deed;
(ii) Affidavit Regarding Seller;
(iii) FIRPT A Affidavit;
(iv) Executed Settlement Statement; and
(v) Public Disclosure Affidavit.
(b) Purchaser documents:
(i) Executed Settlement Statement; and
(iii) The balance of the Purchase Price due at Closing.
40. "As Is" Provisions.
(a) Purchaser is aware that Seller acquired the Property through either a foreclosure or a
deed-in-lieu of foreclosure, and that Seller is selling and Purchaser is purchasing the
Property in an "AS IS CONDITION WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR NATURE". Purchaser acknowledges, on behalf of
itself, its opportunity to inspect and investigate the Property and all improvements
thereon, either independently or through agents of Purchaser's choosing, and that in
purchasing the Property Purchaser is not relying on any statements or representations
made by Seller or Seller's agents as to the condition of the Property and/or any
improvements thereon, including BUT NOT LIMITED TO, heating, sewage, roof,
foundations, soils and geology, septic, lot size or suitability of the Property and/or its
improvements for particular purposes, or that any appliances, if any, plumbing and/or
utilities are in working order, and/or that the improvements are structurally sound and/or
in compliance with any local, city, county, state' and/or federal statutes, codes or
ordinances. Purchaser agrees to pay the fees for inspections of his choice at the time of
the physical inspection(s) including termite inspection and rep0l1. If it is determined that
there is mold in Property, Purchaser sh all not hold Seller liable for removal of, or
exposure to, the mold. The closing of this transaction shall constitute an
acknowledgement by the Purchaser that THE PREMISES WERE ACCEPTED
WITHOUT REPRESENT A TION OR WARRANTY OF ANY KIND OR NATURE
AND IN AN "AS-IS" CONDITION BASED SOLELY ON PURCHASER'S OWNER
INSPECTION AND THAT SELLER SHALL HAVE NO FURTHER OBLIGATIONS,
LIABILITIES OR RESPONSIBILITIES UNDER THE AGREEMENT OR ANY
ADDENDUM THERETO, ANYTHING TO THE CONTRARY
NOTWITHSTANDING.
(b) 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, the Seller, at its sole option, may comply with such requirement or terminate the
Agreement. Furthermore, should any FHA Conditional Commitment or VA CertifIcate
of Reasonable Value vary from the agreed upon Purchase Price of the Property, then
Seller, at its sole option, may terminate the Agreement. Notwithstanding that repairs may
be made to the Property pursuant to the terms of this Agreement and prior to closing,
Purchaser acknowledges that Seller has not made and shall not make any representations
or warranties of any character as to the necessity for any such repairs, or the absence of
any necessity therefore, or of the adequacy of any such repairs upon completion thereof.
Purchaser(s) agrees that it shalJ be solely the responsibility of Purchaser to inspect and
verify, prior to closing, the completion and adequacy of any and alJ such repair.
(c) 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 THE PURCHASER(S) HAS BEEN AFFORDED AN
ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE CONDITION
OF THE PROPERTY. PURCHASER(S) HEREBY EXPRESSLY ACKNOWLEDGES
THAT NO SUCH REPRESENTATIONS OR WARRANTIES I-lAVE BEEN MADE,
AND PURCHASER(S) AGREES TO ACCEPT THE HEREIN DESCRIBED
PROPERTY "AS-IS" AND "WHERE-IS" AND WITHOUT WARRANTY, EXPRESS
OR IMPLIED, AS TO THE MERCHANTABILITY OF THE HEREIN DESCRIBED
PROPERTY OR OF ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. NO
REPRESENTATIONS, CLAIMS, STATEMENT, ADVERTISING OR
PROMOTIONAL ACTIVITIES MADE OR CONDUCTED BY SELLER OR
SELLER'S AGENTS OR REPRESENTATIVES SHALL BE BINDING UPON THE
SELLER UNLESS THE SAME ARE EXPRESSLY SET FORTH IN THE
AGREEMENT, ITS ADDENDA, OR A SUBSEQUENT WRITTEN AGREEMENT
EXECUTED BY THE SELLER AND PURCHASER(S).
--SIGNATURES FOLLOW-
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:
DA1E~,\,:;,tjh?~!)h1
'.;..~' ,'... . .... ~--A'"
A'Q)EST' .. '., '~"
f) UGItt 'E."aROci', Clerk
,"". ""'" . " . '. 't "
, ~- ~ -
f
BOARD OF COUNTY COMMISSIONERS
COLLIER '21JNTY.FLORIDA
BY 't'ULW. ~
Fred W. Coyle, Chairman
AS TO SELLER:
DATED: ~\ \~ \1..-\)\\
I \
BANK OF AMERICA, N.A.
BY: ~~b,Q ~{\~ii'w&-'
"'t\\ \ t0cl\\J'(o\CIl ')
Printed Name
'{\s~;t- i'VILIV\o.~ \~~ \1\ {p,Ct-
TItle '
Approved as to fonn and
legal sufficiency:
~-f)D~
Jennifer B. W Ite
Assistant County Attorney
EXHIBIT "A"
Legal Description of Property
Folio No. 39142080001
THE WEST 180 FEET OF TRACT(S) NO.22, GOLDEN GATE ESTATES lJNIT 47,
ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK 7, AT
PAGE 32, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA.
Exhibit A
EXHIBIT "B"
Personal Propelty
Exhibit B
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exce tion of the Chairman's si nature, draw a line through routin lines #1 throu h #4, com lete the checklist, and forward to Ian Mitchell (line #5).
Route to Addressee(s) Office Initials Date
(List in routin order)
1.
2.
S-rt\lll
3.
4.
5. Ian Mitchell, BCC Office
Supervisor
6. Minutes and Records
Board of County Commissioners
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell, need to contact stafffor additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff SUE ZIMMERMAN Phone Number 252-2622
Contact
Agenda Date Item was October 27,2009 Agenda Item Number 16D8
Approved by the BCC
Type of Document Purchase and Sale Agreement Number of Original I
Attached Documents Attached
1.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/ A" in the Not Applicable column, whichever is
a ro riate.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossibly State Officials.)
All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
The Chairman's signature line date has been entered as the date ofBCC approval of the
document or the final ne otiated contract date whichever is a licable.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials are re uired.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Ian Mithchell in the BCC office within 24 hours ofBCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
The document was approved by the BCC on 10/27/09 (enter date) and all changes
made during the meeting have been incorporated in the attached document. The
Count Attorne 's Office has reviewed the chan es, if a licable.
Yes
(Initial)
N/A (Not
A licable)
2.
3.
4.
5.
6.
~
~
rJJA
I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9.18.09