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Agenda 11/18/2008 Item #16G 2 Agenda Item No. 16G2 November 18, 2008 Page 1 of 42 EXECUTIVE SUMMARY Recommendation for the Community Redevelopment Agency to approve the purchase of a residential property located in the Bayshore Gateway Triangle Area; waive the requirement for an appraisal; authorize the CRA Chairman to execute the real estate contract; approve payment from Fund (187) and authorize the Executive Director to make payment in the amount of $99,000 plus cost and expenses to complete the sale of subject property contingent upon review and approval of the Agreement for legal sufficiency by the County Attorney's Office; and authorize the demolition of the site structures after closing. Site address: 2515 Becca Avenue ($99,000) OBJECTIVE: Recommendation for the Community Redevelopment Agency to approve the purchase of a residential property located in the Bayshore Gateway Triangle Area; waive the requirement for an appraisal; authorize the CRA Chairman to execute the real estate contract; approve payment from Fund (187) and authorize the Executive Director to make payment in the amount of $99,000 plus cost and expenses to complete the sale of subject property contingent upon review and approval of the Agreement for legal sufficiency by the County Attorney's Office; and authorize the demolition of the site structures after closing. Site address: 2515 Becca Avenue ($99,000) CRA BACKGROUND: On March 14, 2000, the Collier County Board of County Commissioners made a finding of conditions of blight and adopted Resolution 2000-83 establishing the Community Redevelopment Agency. Florida Statute 163 gives the eRA powers to buy and sell real property. Specifically: . Florida Statutes 163.358 -- "Exercise powers in carrying out community redevelopment and related activities" -- gives the CRA power to acquire property. . Florida Statutes 163.370 n "Powers; counties and municipalities, commwlity redevelopment agencies" n delineates other powers necessary to carry out the purchase. SITE BACKGROUND: The subject site is located at the northeast comer of the intersection of Becca Avenue and Pine Street (EXHIBIT A), and has an underlying zoning of RMF-6. There exists a single-family residence built on two lots. The house has numerous additions and modifications that were not permitted or huilt to code. The parcel is bank-owned and offered as a result of foreclosure. The Collier Property Appraiser values the land at $207,400, the house at $98,974 for a 'just value' at $306,374 (EXHIBIT A). CONSIDERATIONS: Transportation: The site is adjacent to a non-aligned three-way intersection and traffic in two directions has marginalized traffic sight lines. The residents have been proactive in their neighborhood and successfully received approval for installation of speed bumps on Becca Avenue. Recently they logged requests with the Transportation Division to improve the function of the intersection for safety and safe passage concems. Agenda Item No. 16G2 November 18, 2008 Page 2 of 42 Stormwater Management: The CRA has received several requests from residents concerning stormwater drainage and standing water in yards, swales and street during major rain events. The CRA Staff met with concerned citizens and monitored the area. It was discovered that this parcel (2515 Becca Avenue) was bank-owned and for sale at a significantly reduced price. The CRA met with Transportation and Stormwater representatives to discuss the feasibility of Collier County improving the intersection and Becca A vcnue local drainage conditions if the CRA: . Purchased the parcel and agreed . To give easements as needed to the County; or . Donate all or pa..rt of the 1a.?Jd as needed to the County. Based on the County/CRA staff meeting, initial indications are tllat with additional land provided by the CRA: I. Transportation can design intersection improvements and construct them when funding is available. 2. Stormwater with the assistance of the CRA, can study the local drainage issues, design an improved local system possibly using donated CRA land and construct it when funding is available. The Local CRA Advisory Board recommended the purchase of the subject site for $99,000 and future contribution of land, as needed, to improve the intersection and improve Becca A venue drainage. Control of this site through CRA ownership will ensure the goals and objectives of the CRA's Local Neighborhood Initiative are met. LEGAL CONSDERATlONS: The Agreement is subject to final review and approval for legal sufficiency by the County Attorney's OfGce. (HFAC) FISCAL IMPACT: Funds in the amount of $99,000 plus cost and expenses for the purchase, and demolition of structures, are available in the Bayshore Gateway Triangle Fund (187) FY2009 budget for Capital Expenses. GROWTH MANAGEMENT IMPACT: Policy 4.7 of the Future Land Use Element of the Growth Management Plan states that redevelopment plans may be developed for specific areas within the County, including the Bayshore Gateway Triangle CRA. Acquisition of this property is consistent with the Bayshore Gateway Triangle Redevelopment Plan. - RECOMMENDATION: That the Collier County Community Redevelopment Agency: 1. Approve the attached Residential Contract; 2. Authorize the CRA Chaimlan to execute same on behalf of the Board; 3. Authorize the CRA Executive Director to make payment of all costs and expenses necessary to close the transaction from the Bayshore Gateway Triangle Fund (187); 4. Accept the conveyance of the propcrty via WaITanty Deed and authorize the CRA Executive Director or Assistant County Attorney to record same in the public records of Collier County, Florida; 5. Authorize the CRA Executive Director to demolish all structures after closing. 2 Agenda Item No. 16G2 November 18, 2008 Page 3 of 42 Prepared by: Jean Jourdan on November 3, 2008 Project Manager, Bayshore Gateway Triangle Community Redevelopment Agency 3 Agenda Item No. 16G2 November 18, 2008 Page 4 of 42 EXHIBIT A II Current Ownership Property Addressll2515 BECCA A VE --"_._- I Parcel No.1181270840006 Owner Name DEUTSCHE BANK NATIONAL T1~ Addresses 6501 mVINE CENTER on. CUyl1 mVINE - ,-;;;-----.------- Legalll REBECCA WEEKS LOTS 26 + 27 Statell CA II Zipll "2618 - 2118 I .------.--------.--------------------1 Section 11 Township 50 II 11 RanJil:c 25 II Acre, 11-0.41 II Map No. II-SAIl Strap No. 708100 265A 11 Sub No. ~se Code IL__~Y8100 JL~EEKS. kEBECCA ____~~_____JI ..AJ Mjlla~e Area [= 1 =-JfSINGLE FAMU,.y I~Esli)-ENTIAL=~_~C 6.' I I 11".l~ I II 12.6166......J - .------ 2008 Preliminary Tax Roll (Subject to Cbange) Latest Sales History If all \':lluc~ shuWIl hPlo", equal II thi~ [laJ"cd wa~ ('rcah'd afh'r the Final Tilx HIlIl Land Value J==-------s:W7.400.0U I (+) Improved Value C--- -- '$lJ8,974:00 I (-) Just Value ~[ _. _ $ 306,374.00 I I H SOH Exempt Value I..' __-._=~121,1~2.~ (=) Assessed Value J_ _ _ ~_ _____~JH5.~J_~~Lfl_1 I (-) Homestead and other Exempt Valm II ------.---.~--3{T._i;oii:ii'n-J 1(=o)TaxableVal'lle -. -., Jr==~___~'.1~.3:I2~ SOH = "Save Our Homes" exempt value due 10 cap on ~sscssrnent incrt:lIscs. Date Hook - Page Amount 07/20(18 4J80 ~ 2313 $ lOU,nO 111/2(1(16 .1%9 - 2669 S lUlU IlCl i 1999 :!555 - 32U() $ lOl,OOfl.lHl ~ 4 Item Number: Item Summary: Meeting Date: Page I of2 Agenda Item No. 16G2 November 18, 2008 Page 5 of 42 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 16G2 Recommendation for the Community Redevelopment Agency to approve the purchase of a residential property located in the Bayshore Gateway Triangle Area; waive the requirement for an appraisal; authorize the CRA Chairman to execute the real estate contract; approve payment from Fund (187) and authorize the Executive Director to make payment In the amount of $99.000 plus cost and expenses to complete the sale of subject property: and authorize the demolition of the site structures after closing. Site address: 2515 Becca Avenue ($99,OOO)(David Jackson, Executive Director. Bayshore Gateway Triangle CRA) 11/18/200890000 AM Prepared By David Jackson Community Redevelopment Agency Executive Director Date Bayshore~Gateway Redevelopment 11/31200811:39:09 AM Approved By David Jackson Community Redevelopment Agency Executive Director Date Bayshore-Gateway Redevelopment 11/3/200811 :39 AM Approved By Najeh Ahmad Transportation Services Director Date Transportation Engineering & Construction Management 11/3/200812:50 PM Approved By OMS Coordinator Administrative Services Applications Analyst Date Information Technology 11/3/20083:37 PM Approved By Cindy M. Erb Administrative Services Senior Property Acquisition Specialist Date Facilities Management 11/4/2008 8:49 AM Approved By Mark Isackson County Manager's Office Budget Analyst Date Office of Management & Budget i1f4(20D8 3:20 PM Approved By Steve Carnell Administrative Services Purchasing/General Svcs Director Date Purchasing 11/6/2008 2:43 PM Approved By James V. Mudd County Manager Date file://C:\A"cndaTest\Exnort\ 1 I 6-Novemhcr%20 1 S.%201()OS\ 16%20CONSENT%)OA(;Fd 11/12/7.00S Page 2 of2 Agenda Item No. 16G2 November 18, 2008 Page 6 of 42 Board of County Commissioners County Manager's Office 11/12/20084:34 PM file:/W:\AgendaTcst\F.xnnrt\ 111i-Nnvemheroj,,701 R %70700R\ Iii %70CONSF.NT%70AGF. 111171700R AGREEMENT FOR SALE AND PURCHASE (FOR RESIDENTIAL LOTS FOR CRA WITH IMPROVEMENTS) (WHERE IMPROVEMENTS WILL BE REMOVED) Agenda Item No. 16G2 November 18, 2008 Page 7 of 42 THIS AGREEMENT is made and entered into this 18" day of November, 2008 by and between American Home Mortgage Servicing, Inc., whose address is 4600 Regent Boulevard, Suite 200, Irving. Tx., 75063-1730 (hereinafter referred to as "Seller"), and Collier County Community Redevelopment Agency, whose address is 3301 Tamiami Trial East. Naples FI., 34112 (hereinafter referred to as "Purchaser"). WITNESSETH WHEREAS, Seller owns certain improved property located at 2515 Becca Ave., Naples, Florida, and more particularly described in Exhibit "A" which is incorporated herein by reference, together with all buildings, structures including improvements, fixtures, built-in appliances, refrigerators, stove, dishwasher, washer, dryer, ceiling fans, floor coverings and window treatments (hereinafter referred to as "Property'.), and the personal property. if any. as listed on the attached Exhibit "A.', free from liens; WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of One Thousand Dollars ($1000.00), to be placed in escrow by the Purchaser within three (3) calendar days of the execution of this agreement by the CRA Board of Directors which the receipt and sufficiency of is hereby mutually acknowledged, it is agreed as follows: I. AGREEMENT 101 In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property, described in Exhibit .'A.'. 1.02 Seller's offer to sell the Property as represented by this Agreement will remain in effect without revocation until November 18, 2008. II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the '.Purchase Price") for the Property shall be NINETY NINE THOUSDAND DOLLARS ($99,000), U.S. Currency payable at time of closing. III. CLOSING 3.01 The Closing (THE "CLOSING DATE". "DATE OF CLOSING". OR "CLOSING") of the transaction shall be held on or before November 28, 2008, unless extended by mutual written agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's Office, Administration Building, 3301 Tamiami Trail East, Naples. Florida. The procedure to be followed by the parties In connection with the Closing shall be as follows: 3.011 Seller shall convey a marketable title free of any liens, encumbrances. exceptions, Of qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. At the Closing, the Seller shall cause to be delivered to the Purchaser the items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 1 Inl1,alSeller Agenda Item No. 16G2 November 18. 2008 3.0111 Warranty Deed in favor of Purchaser conveying title to the Property, Page 8 of 42 free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 3.0112 Combined Purchaser-Seller closing statement. 3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.0115 Such evidence of authority and capacity of Seller and its representatives to execute and deliver this Agreement and all other documents required to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. 3.012 At the Closing. the Purchaser, or its assignee. shall cause to be delivered to the Seller the following: 3.0121 A negotiable instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Purchaser or Title Company verifies that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Purchaser or Title Company is irrevocably committed to pay the Purchase Price to Seller and to issue the Owner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment for prorations as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller. at its sole cost and expense. shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount. homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated based upon such prior year's millage. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within this Article, Purchaser and/or Seller, as the case may be, shat! perform the following within the times stated, which shall be conditions precedent to the Closi ng; 4.011 Within ten (10) days after the date hereof. Purchaser shall obtain as evidence of title an AL T A Commitment for an Owner's Title Insurance Policy (ALTA Form B-1970) covering the Property, together with hard copies of all 2 InillalSeller Agenda Item No. 16G2 November 18. 2008 exceptions shown thereon. Purchaser shall have thirty (30) days, following Page 9 of 42 receipt of the title insurance commitment, to notify Seller in writing of any objection to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable. Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title in the manner herein required by this Agreement. the title shall be deemed acceptable. Upon notification of Purchasers objection to title, Seller shall have thirty (30) days to remedy any defects in order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure said objections within said time period, Purchaser, by providing written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may accept title as it then is. waiving any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to title as shown in the title commitment. 4.013 Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced in Exhibit "A". if any. Seller agrees to furnish any existing surveys of the Property, if any. to Purchaser within thirty (10) days of execution of this Agreement. 4.014 Seller agrees that all tenants will vacate the Property prior to closing and that the Property and all habitable structures will be free of garbage, debris or personal property. The improvements on the Property shall be broom-clean and in good condition. Buyer has the right to inspect all properties the day of closing to confirm. Failure to convey properties by Seller as described in this paragraph will cause delay of closing. 4.015 Buyer acknowledges the improvements on the property are being sold "as is': but title shall be delivered free and clear of all liens and encumbrances. V. APPRAISAL PERIOD 5.01 Purchaser shall until November 18, 2008 (Appraisal Period), to obtain the required appraisal(s) in order to determine the value of the Property pursuant to the requirements of Florida Statutes 125.355. 5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of the independent appraisal(s). Purchaser shall deliver to the Seller within ten (10) days from the expiration of the Appraisal Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein, it shall be deemed that the Purchaser is satisfied with the results of its investigation and the contingencies of this Article V shall be deemed waived. In the event Purchaser elects to terminate this Agreement copies of the appraisal reports shall be furnished to the Seller. VI. INSPECTION PERIOD 6.01 Purchaser shall have until 5:00 p.m., on November 18, 2008. ("Inspection Period"). to determine through appropriate investigation that: 3 In,tlal Seller Agenda Item No. 16G2 November 18. 2008 1. Soil tests and engineering studies indicate that the Property can be developed Page 10 of 42 without any abnormal demucking, soil stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Properly. 3. The Property is in compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 4, The Property can be utilized for its intended purpose. 6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation. Purchaser shall deliver to Seller prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as provided herein within the Inspection Period. it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article VI shall be deemed waived. I n the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports and environmental and soil testing results commissioned by Purchaser with respect to the Properly. 6.03 Purchaser and its agents, employees and servants shall. at their own risk and expense. have the right to go upon the Property for the purpose of surveying and conducting site analyses, soil borings and all other necessary investigation. Purchaser shall, in performing such tests, use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchasers entry. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. VII. INSPECTION 7.01 Seller acknowiedges that the Purchaser, or its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VIII. POSSESSION 8.01 Purchaser shall be entitled to full possession of the Properly at Closing. IX. PRORATIONS 9.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2008 taxes, and shall be paid by Seller. X. TERMINATION AND REMEDIES 10.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller. within ten (10) days of written notification of such failure, Purchaser may. at its option, terminate this Agreement by giving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, including the right to seek specific performance of this Agreement. 10.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions authorizing such termination. and Purchaser fails to close the transaction contemplated hereby or otherwise fails to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed. provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon one percent (1%) of the purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy. and neither party shall have any further liability or obligation to the other except as set forth in paragraph 13.01, (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages in the event of Purchaser's default are 4 Initial Seller Agenda Item No. 16G2 November 18. 2008 uncertain in amount and difficult to ascertain. and that said amount of liquidated Page 11 of 42 damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature, 10.03 Should any litigation or other action be commenced between the parties concerning the Property or this Agreement, the party prevailing in such litigation or other action shall be entitied, in addition to such relief as may be granted. to a reasonable sum for its attorney's fees. paralegal charges and ail fees and costs for appellate proceedings in such litigation or other action; which sum may be determined by the court or in a separate action brought for that purpose. 10.04 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties. and take into account the peculiar risks and expenses of each of the parties. XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 11.01 Seller and Purchaser represent and warrant the following: 11.011 Seller and Purchaser have full right and authority to enter into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 11.012 Seller has full right, power, and authority to own and operate the Property, and to execute. deliver, and perform its obligations under this Agreement and the instruments executed in connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, if necessary. 11.013 The warranties set forth in this Article shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 11.014 Seller represents that it has no knowledge of any actions. suits. claims. proceedings. litigation or Investigations pending or threatened against Seller, at law. equity or in arbitration before or by any federal, state, municipal or other governmental instrumentality that relate to this agreement or any other property that could. if continued, adversely affect Seller's ability to sell the Property to Purchaser according to the terms of this Agreement. 11.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 11.016 Until the date fixed for Closing, so long as this Agreement remains in force and effect, Seller shall not encumber or convey any portion of the Property or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the written consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 11.017 Seller represents that there are no incinerators, septic tanks or cesspools on the Property; all waste. if any, is discharged into a public sanitary sewer system; Seller represents that they have (it has) no knowledge that any pollutants are or have been discharged from the Property. directiy or indirectly into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of 5 Initial Seller Agenda Item No. 1682 November 18, 2008 hazardous or toxic substances or wastes, as such terms are defined in applicable Page 12 of 42 laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used in connection with the operation of the Properly, and there is no proceeding or inquiry by any authority with respect thereto. Seller represents that they have (it has) no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Sellers ownership thereof. Seller represents none of the Properly has been used as a sanitary iandfill. 11.018 Seller has no knowledge that the Property and Seller's operations concerning the Properly are in violation of any applicable Federal, State or local statute. law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law. ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction. alterations or installation on or in connection with the Properly in order to comply with any laws. ordinances. codes or regulation with which Seller has not complied. 11.019 There are no unrecorded restrictions. easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Properly. and there are no maintenance, construction, advertising, management, leasing, employment. service or other contracts affecting the Properly. 11.020 Seller has no knowledge that there are any suits, actions or arbitration. bond issuances or proposals therefor. proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, improvement moratoriums, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affects the Property or which adversely affects Seller.s ability to perform hereunder; nor is there any other charge or expense upon or related to the Properly which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 11.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore. Seller agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perform any act which would change the zoning or physical condition of the Property or the governmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change in the zoning, or any other action or notice. that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 11.022 At the Closing. Seller shall deliver to Purchaser a statement (hereinafter called the '.Closing Representative Statement") reasserting the foregoing representations as of the Date of Closing. which provisions shall survive the Ciosing. 11.023 Seller represents. warrants and agrees to indemnify, reimburse, defend and hold Purchaser harmless from any and all costs (including attorney's fees) asserted against. imposed on or incurred by Purchaser, directly or indirectly. pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or protection of the environment which shall be in accordance with, but not limited to, the Comprehensive Environmental 6 Initial Seller Agenda Item No. 16G2 November 18. 2008 Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601. et Page 13 of 42 seq., ("CERCLA" or '.Superfund"). which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"). including any amendments or successor in function to these acts. This provision and the rights of Purchaser, hereunder. shall survive Closing and are not deemed satisfied by conveyance of title. 11.024 Seller has no knowledge of the existence of radon on the Property or any radon mitigation having been performed on the Property. 11.025 Seller has no knowledge of any mold remediation having been performed on the Property. 11.026 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XII. NOTICES 12.01 Any notice, request. demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: Collier County Redevelopment Agency Bayshore/Gateway Triangle c/o David Jackson, Executive Director 4069 Bayshore Drive Naples, Florida 34112 With a copy to: Jeff Kaltzkow County Attorney Office of the County Attorney Harmon Turner Building 3301 Tamiami Trail ease Naples, Florida 34112 If to Seller: American Home Mortgage Servicing, Inc. 4600 Regent Boulevard Irving, TX 75063-1730 With a copy to: 12.02 The addressees and addresses for the purpose of this Article may be changed by either party by giving written notice of such change to the other party in the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XIII. REAL ESTATE BROKERS 13.01 Any and all brokerage commissions or fees shall be the sole responsibility of the Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker. salesman or representative, in connection with this Agreement. Seller agrees to pay any and 7 IrHllal Selle' Agenda Item No. 16G2 November 18, 2008 all commissions or fees at closing pursuant to the terms of a separate agreement. if Page 14 of 42 any. XIV. MISCELLANEOUS 14.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 14.02 This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it has been executed by both parties. 14.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provisions hereof. 14.05 All terms and words used in this Agreement, regardless of the number and gender in which used. shall be deemed to include any other gender or number as the context or the use thereof may require. 14.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted. and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 14.07 If any date specified in this Agreement falls on a Saturday. Sunday or legal holiday, then the date to which such reference is made shall be extended to the next succeeding business day. 14.08 Seller is aware of and understands that the "offer' to purchase represented by this Agreement is subject to acceptance and approval by the Collier County Community Redevelopment Agency. 14.09 If the Seller holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others. Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before Property held in such capacity is conveyed to Collier County. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286. Florida Statutes.) 14.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XV. ENTIRE AGREEMENT 15.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall 8 Inillal Seller Agenda Item No. 16G2 November 18. 2008 be of any force or effect unless made in writing and executed and dated by both Page 15 of 42 Purchaser and Seller. Time is of the essence of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed below. Dated Project/AcqUisition Approved by BeC: AS TO PURCHASER: DATED: ATTEST: DWIGHT E. BROCK. Clerk COLLIER COUNTY COMMUNITY REDEVELOPMENT AGENCY BY: DONNA FIALA. Chairman , Deputy Clerk AS TO SEllER: DATED: WITNESSES: (Signature) BY: American Home Mortgage Servicing, Inc. (Printed Name) (Printed Name) (Signature) BY: (Printed Name) (Printed Name) J~'\pproved as to form and legal sufficiency: Heidi Ashton-Cicko Assistant County Attorney 9 Imtia'Seller Agenda Item No. 16G2 November 18. 2008 Page 16 of 42 EXHIBIT "A" LOTS 26 AND 27 OF REBECCA WEEKS SUBDIVISION OF TRACT 41 OF NAPLES GROVE AND TRUCK CO.S LITTLE FARM NO.2 ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 2 PAGE 81 OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA Folio #81270840006 10 InitiaISeller____ Agenda Item No. 16G2 November 18. 2008 Page i7 of 42 ADDENDUM "A" FIRST ADDENDUM TO CONTRACT ASSET NUMBER: 0022333371 Seller: AHMSl Real Estate Management, lne Buyer: Buyer: Bayshore/Gateway Community Redevelopment Agency Property Address: 2515 Becca Ave City, State: (together with any improvements thereon, the "Property") Addendum 1111 8/2008 Date: Contract Title and Date: Offer Expiration Date: Naples FL 34112 Agreement For Sale and Purchase 1111 8/2008 (the "Contrac!"') 500 p.m. (EST) on 11/19/2008 (the '.Offer Expiration Date") BUYER(S) AND SELLER AGREE AS FOLLOWS: (A) OFFER AND ACCEPTA."ICE: Buyer acknowledges and agrees that: (i) Seller has reserved the right to receive multiple offers and make multiple counter-offers with respect to the Property which are the subject of the Contract; (ii) Seller reserves the right to continue to offer the Property for sale until both the Contract and this Addendum (as defined in Paragraph C below) have been fully executed and delivered by Buyer and Seller; and (iii) this counter-offer shall expire at 5:00 p.m. (EST) on the Offer Expiration Date. Seller's acceptance of another offer and/or counter-offer prior to the full execution and deJivery of the Contract and this Addendum by both Buyer and Seller shall constitute Seller's revocation of this counter-offer and automatically render this Addendum null and void. Buyer's communication of its acceptance of this counter-offer (as evidenced by delivery of a signed copy of this Addendum) must be received by SelJer or Seller's agent in writing prior to 5:00 p.m. (EST) on the Offer Expiration Date. In no event shall SelJer have any obligation to Buyer whatsoever unless and until Seller fully-executes and delivers both the Contract and this Addendum to Buyer. (B) SUMMARY OF MA TERIAL DATES AND AMOUNTS IN THE AGREEMENT; CERTAIN DEFINITIONS: (i) (ii) The term "Sale Price" shall mean $ 99000.00 The term "Earnest Money Deposit'" shall mean $1000.00 Addendum. , due at the signing of this (iii) The term "Additional Deposit" shall mean $0.00, due upon the removal of all inspection contingencies. Buyer shall deliver the balance of the Sale Price in the amount of $98000.00 into the escrow by wire transfer at least one (J) business day prior to the Closing Date. (iv) The term "Deposit" shall mean the sum of the Eamest Money Deposit, Additional Deposit and any other subsequent deposits held in escww or othef\\'ise intended to be applied to\vard the Sales Price. The Deposit shall be non+refundable except in connection with Paragraph F of this Addendum or as expressly provided othefVo.,ise in this Addendum. (v) The telln "Agreement" shall mean, collectively. the Contract, this Addendum and any addenda, supplements, riders or amendments thereto. (vi) The teml "Closing Date" shall mean on or before 11/28/2008. Buyer's Initials: Seller's Initials: Page 1 of 13 Agenda Item No. 16G2 November 18. 2008 Page 18 of 42 (C) CONFLICT BETWEEN THE CONTRACT AND THIS ADDENDUM: In the event any provision of this Addendum "A" First Addendum To Contract (this "Addendum") conflicts in whole or in part with any of the terms and conditions of the Contract, the terms of this Addendum shall control the rights and obligations of the parties. (D) ASSIGNMENT OF THE AGREEMENT: Buyer shall neither assign its rights nor delegate its obligations under the Agreement without obtaining Seller's prior written consent, which consent may be withheld in Seller's sole discretion. In no event shall any assignment relieve Buyer from it..;;; obligations under the Agreement. If Buyer attempts to or actually assigns the Agreement or delegates its obligations under the Agreement without obtaining Seller's prior written consent, then the Agreement may be deemed null and void at Seller's election. If Seller elects to nullify the Agreement as a result of any such assignment, then Seller shall be entitled to retain the Deposit in accordance with Paragraph K of this Addendum. Seller may assign the Agreement at its sole discretion without prior notice to, or consent of, the Buyer. (E) NO REPRESENTATIONS OR WARRANTIES: PROPERTY SOLD "AS IS": Buyer acknowledges and understands that the Property is being purchased and sold as-is, where-is and with all faults. Buyer further acknowledges and understands that the Property was acquired by Seller through a foreclosure or other similar action and therefore, Seller is not an owner-occupant and Seller's information concerning the Property and its condition is extremely limited. Accordingly, Buyer acknowledges and understands that Seller makes no representations or warranties, express or implied, regarding any known or unknown, apparent or latent defects in tbe Property or any appurtenant systems, including, without limitation, plumbing, heating, air conditioning and electrical systems, fixtures, appliances, roof, sewers, septic, soil conditions, foundation, structural integrity, environmental condition (including, without limitation, the presence hazardous or toxic substances), pool or related equipment. Seller makes no representations or warranties, express or implied, as to (i) the condition of the Property or any of the Property's systems or improvements, or (ll) the habitability, marketability, profitability, serviceability or fitness for a particular use of the Property or any component of the Property. Buyer further acknowledges and agrees that the Sale Price and the terms and conditions set forth in the Agreement are the result of arm's-length bargaining between parties familiar with transactions of this kind and said price, terms and conditions reflect the fact that Buyer shall have the benefit of, and is relying upon, no statements, representations or warranties, express or implied, whatsoever relating to any aspect of the Property made by or enforceable directly against Seller, any affiliate of Seller or any broker or agent of Seller, including, without limitation, any statements, representations or warranties relating to the known or unknown condition, dimensions, square footage, descriptions, soil condition, suitability, availability of water and other utilities, compliance or lack of compliance with any state, federal, county or local law, ordinance, order, zoning, rule, permit or regulation or any other attribute or matter of or relating to the Property. Buyer represents, warrants and covenants to Seller that Buyer is relying solely upon its own inspection and investigation of the Property. If Seller obtains or has obtained the services, opinions or work product of surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, Bu)'er and Seller agree that Seller shall do so onl)' for the convenience of both parties and the reliance by Buyer upon any such services, opinions or work product shall not create or give rise to any Iiabilit)' of ur against St:iit:r. The closing of this sale shall constitute acknowledgement by the Buyer that the condition of the Property and all components thereof is acceptable to the Buyer at that time. The Buyer agrees that Seller shall have no liability for any claims or losses the Buyer or the Bu)'er's successors or assigns Buyer"s Initials: Seller's Initials: Page 2 of 13 Agenda Item No. 16G2 November 18, 2008 Page 19 of 42 may incur as a result of defects that ma)' now or hereafter exist with respect to the Property or any component thereof. The parties agree that Seller is exempt from filing a disclosure statement as the Property was acquired through foreclosure, deed-in-lieu of foreclosure, forfeiture, tax sale, eminent domain or similar process. For Alaska transactions, the Seller and the Buyer have previously executed a waiver of the disclosure provisions of Alaska statutes. (F) Fli'i~"ICIi'iG CONTINGENCY: <-J/<-J (I) Sale Contingent on Mortgage Financing:. (i) Deadline for Commitment: The Agreement is subject to the condition that on or before 5:00 p.m. (EST) on (the "Financing Deadline"), Buyer shall secure a written commitment for a loan to be secured by a mortgage or deed of trust on the Property in the amount of $ (a "Commitment"), or such lesser sum as Buyer accept", and provide a copy of such Commitment to Seller. After the expiration of the Financing Deadline and Buyer's delivery of the Commitment to Seller, Buyer shall not revise the loan terms set forth in the Commitment without Seller's prior written consent. If Buyer revises the terms of its loan after the Financing Deadline without Seller's prior written consent, Buyer shall be in default under the Agreement and Seller shall be entitled to terminate the Agreement and retain the Deposit pursuant to Section K of this Addendum. If Buyer delivers written notice to Seller that such financing has been declined (a "Notification of Decline") prior to the Financing Deadline, then the Agreement shall become null and void and the Deposit shall be returned to Buyer. If Buyer fails to deliver to Seller either a Commitment or a Notification of Decline prior to the Financing Deadline, then Buyer shall be deemed to have waived the foregoing financing contingency and the Agreement shall remain in full force and effect without any such financing contingency. (ii) Btiver's Expense: Buyer shall, at Buyer's sole expense, execute all documents necessary to procure a mortgage loan from any source selected by Buyer. Any delays caused by any lender of such mortgage loan ("Buyer's Lender"), regardless of whether Buyer's conduct caused such delay, shall constitute a default under the Agreement by Buyer and Seller shall be entitled to retain the Deposit as liquidated damages pursuant to Paragraph K below. (iii) Buver's Authorization for Buver's Lender: Buyer hereby authorizes Buyer's Lender (and/or its successors and assigns) to discuss with Seller and any agent or affiliate of Seller, the details of Buyer's loan application including, without limitation, Buyer's credit history (including a credit report), income, debts and the progress of the entire loan application. (iv) Buyer's Authorization for Seller: Buyer hereby authorizes Seller, any agent or affiliate of Seller or any investigative agency hired by Seller, to investigate Buyer's ability to purchase the Property under the terms and conditions of the Agreement including, without limitation, ordering a credit history from a credit reporting agency and discussing Buyer's loan application viith Buyer's Lender and/or lts successors or assigns. Buyer shall be entitled, upon request. to a complete and accurate disclosure of the nature and scope of any such investigation. (Buyer's (Buver's Initials) Initials) IliA VE READ THIS PARAGRAPH AND I AM INITIALING TO VERIFY THAT I ACCEPT IT AS PART OJ' THE AGREEMENT L)/(_J (2) All Cash Transaction: The purchase and sale of the Propel1y is an all-cash sale and purchase and is NOT contingent upon Buyer's Initials: Seller's Initials: Page 3 of 13 !\genda Item No. 16G2 November 18, 2008 Page 20 of 42 Buyer's obtaining financing for the purchase of the Property regardless of any mortgage loan application made by Buyer to any lending institution. Buyer understands and agrees that neither delivery of a commitment for a mortgage loan from any lending institution nor Buyer's acceptance of such a commitment will in any way be a condition of Buyer's obligations under the Agreement. Buyer represents to Seller that Buyer has sufficient readily available funds to complete the purchase of the Property and will submit proof of such funds upon request of Seller. If Buyer is unable to deliver the full Sale Price to Seller on the Closing Date, then Seller shall be entitled to retain the Deposit as liquidated damages pursuant to Paragraph K below. (B) CLOSING COSTS: Buyer agrees to pay all of Buyer's closing costs, including the cost of any fees, interest and charges imposed by Buyer's Lender. Buyer understands that it may also have to pay certain prepay able expenses including, without limitation, property taxes, water and sewer charges, and insurance. Regardless of local custom or practice, the Buyer shall pay any and all real estate transfer taxes due as a result of the conveyance of the Property. The Buyer shall pay all other costs and fees incurred in the transfer of the Property, except as expressly assumed by the Seller in the Agreement. Buyer also agrees to pay Seller a doeument preparation/review fee of Ninety-nine Dollars ($99.00) on the Closing Date. This fee shall be delivered to escrow and disbursed on the Closing Date per wire instructions provided by Seller. (C) INSPECTIONS: Buyer, at Buyer's sole cost and expense after Seller's delivery of notice to Buyer of Seller's written acceptance of this Addendum, shall have the opportunity to inspect all aspects of the Property including testing regarding, without limitation, environmental, asbestos, radon gas, lead paint, mold, physical defects including structural defects, roof, basement, mechanical systems such as heating and air conditioning, electrical systems, sewage and septic systems. plumbing, exterior site drainage, termite and other types of pest and insect infestation or damage caused by such infestation, boundary surveys, and unrecorded costs, liens, assessments, or judgments including, without limitation, code violations, taxes, utility liens, or condominium assessments, Any and all costs and expenses associated with any such inspection shall be referred to as "Inspection Costs". In no event, including, but not limited to, if the sale of the Property fails to close due to an issue stemming from any such inspection. shall Seller be required to reimburse Buyer for any Inspection Costs. Seller will not supply surveys, boundary surveys or footprint surveys or any other documents with respect to the Property. If the Property is a condominium or planned unit development or co-operative, unless otherwise required by law, the Buyer, at the Buyer'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. Mold, mildew spores and/or other microscopic organisms and/or allergens (collectively referred to in this paragraph as "Mold") are environmental conditions that are common in residential properties and may affect the Property. Mold, in some forms, has been reported to be toxic and to cause serious physical injuries, including but not limited to, allergic and/or respiratory reactions or other problems. particularly in persons with immune system problems. young children and/or elderly persons. Mold has also been reported to cause extensive damage to personal and real property. Mold may have been removed or covered in the course of any cleaning or repairing of the Property. The Purchaser acknowledges that, if Seller, or any of Seller's employees, contractors, or agents cleaned or repaired the Property or remediated Mold contamination, that Seller does not in any way warrant the cleaning, repairs or remediation. Purchaser accepts full responsibility for all hazards that may result from the presence of Mold in or around the Property. The Purchaser is satisfied with the condition of the Property nol\'vithstanding the past or present existence of Mold in or around the Property and Purchaser has not in any \vay, relied upon any Buyer"s Initials: Seller"s Initials: Page 4 of 13 .Agenda Item No. 16G2 November 18, 2008 Page 21 of 42 representations of Seller, Seller's employees. affiliates, servicers, brokers, officers, directors, contractors, OT agents concerning the past or present existence of Mold in or around the property. BUYER IS ENCOURAGED TO OBTAIN THE SERVICES OF A QUALIFIED AND EXPERIENCED PROFESSIONAL TO CONDUCT INSPECTIONS AND TESTS IN, ON AND UNDER THE PROPERTY PRIOR TO THE END OF THE SEVEN (7) CALENDAR DAY INSPECTION PERIOD (AS DESCRIBED BELOW), AS TO THE EXISTENCE OF CERTAIN CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY OF THOSE LISTED IN THIS PARAGR<\PH H, THAT COULD CAUSE SERIOUS HEALTH PROBLEMS AND/OR A SUBSTANTIAL REDUCTION IN PROPERTY VALUE. Buyer hereby agrees and acknowledges that Buyer is solely responsible for any required remediation and/or resulting damages, including, without limiiation, any effects on health, due to a condition in, on, under or around the Property. In the event the Property is affected by an environmental hazard, as determined by the Seller, either party may terminate the Agreement and the Deposit shall be returned to Buyer. In the event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property despite any environmental hazard, the Buyer agrees to execute a release and hold harmless agreement at closing, in a form acceptable to Seller. In the event the Buyer elect<;; not to execute the release and hold hannless agreement, at the Seller's discretion, the Agreement is automatically terminated upon notice given to Buyer and Seller shall retain the Deposit. If there is an enforcement proceeding arising from allegations of violation of building codes or similar laws or regulations before an enforcement board, special master, court or similar enforcement body, and neither the Buyer nor the Seller terminate the Agreement, the Buyer agrees (a) to accept the Property subject to the violations, and (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceeding. Buyer agrees to execute any and all documents necessary or required for closing by any agency with jurisdiction over the Property. Buyer shall keep the Property free and clear of any mechanics' liens or materialmen's liens related to Buyer's examination and investigation and Buyer shall protect, defend, indemnify and hold Seller (and Seller's agents, servicers, employees, contractors, brokers, shareholders, affiliates, officers and directors, collectively, the "Seller Indrmnitees") harmless from and against any and all losses, costs, expenses (including attorneys' fees and actually incurred court costs), claims, damages, liens and stop notices whatsoever and shall repair any and all damages to any ponion of the Property to the extent arising out of or related (directly or indirectly) to Buyer's and/or Buyer's consultants/contractors conducting (but not the results thereof) such inspections, surveys, tests and studies. Buyer shall provide Seller with written notice at least two (2) days prior to Buyer's entry onto the Property. If Buyer fails to timely deliver to Seller written notice of its cancellation of the Agreement for any reason, on or before 5:00 p.m. (EST) on the date SEVEN (7) calendar days after the date of this Addendum (the "Inspection Period Deadline..). Buyer shall conclusively he deemed to have: (i) completed and approved of all inspections and investigations, reviewed all applicable documents and disclosures; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibility and expense for any required repairs or corrections other than for items which Seller has otherwise agreed in writing to repair or correct. If Buyer timely objects to the condition of the Property by the Inspection Period Deadline, then Buyer. as Buyer's sole option, may terminate the Agreement and neither party shall have any fU1iher obligations under the Agreement. As a condition to Buyer's right to terminate the Agreement prior to the Inspection Period Deadline, Buyer agrees to submit to Seller any and all written repolis resulting from any inspections conducted or ordered by Buyer within three (3) calendar days following the close of the Inspection Period Deadiine. Upon Sejjer's receipt of such rcpol1s, the Deposit wiii be refunded to Buyer. (D) SELLER'S UNLIMITED RIGHT TO CANCEL THE AGREEMENT: At any time seller shall have the right, in its sole discretion, to elect to deem the AGREEMENT null Buyer's Initials:ISeller's Initials: Page 5 of 13 Agenda Item No. 16G2 November 18, 2008 Page 22 of 42 and void if (I) REQUIRED BY APPLICABLE LAW, (II) REQUIRED BY ANY EXISTING CONTRACT OR AGREEMENT BINDING UPON sELLER AND/OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY AGREEMENTS WITH THE PRIOR OWNER OF THE PROPERTY, ANY MORTGAGE INSURER OR ANY MORTGAGE BROKER. nPON SELLER'S DELIVERY OF WRITTEN NOTICE TO BUYER OF SELLER'S ELECTION TO NULLIFY THE AGREEMENT PURSUANT TO THIS PARAGRAPH, THE PARTIES SHALL BE RESTORED TO THEIR ORIGINAL POSITIONS AS IF THE Agreement NEVER EXISTED. SHOULD SELLER EXERCISE ITS DECISION TO NULLIFY THE AGREEMENT, THE DEPOSIT SHALL BE RETURNED TO BUYER. BUYER AGREES THAT SHOULD SELLER NULLIFY THE Agreement PURSUANT TO THIS pARAGRAPH, bUYER WAIVES ITS RIGHT TO SUE sELLER FOR SPECIFIC PERFORMANCE AND/OR DAMAGES AND FULLY RELEASES SELLER AS FURTHER SET FORTH IN THE RELEASE CONTAINED WITHIN PARAGRAPH V OF THIS aDDENDUM. (Buyer's (Buyer's Initials) Initials) I HAVE READ THIS PARAGRAPH AND) AM INITIALING TO VERIFY THAT I ACCEPT IT AS PART OF THE AGREEMENT (B) REPAIRS: Any repairs to tbe Property identified by Buyer or which may be required by Buyer's Lender (collectively, "Repairs") are the sole responsibility of Buyer. Seller shall have no obligation to make any Repairs to the Property whatsoever. Buyer agrees not to enter the Property prior to the Closing Date for the purpose of making any Repairs or any other alterations without Seller's express prior written consent. (C) LIQUIDATED DAMAGES; DEPOSIT: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IF THE AGREEMENT HAS NOT BEEN TERMINATED BY BUYER OR SELLER FOR AN EXPRESS REASON PROVIDED IN THE AGREEMENT WHICH REQUIRES THE DEPOSIT TO BE RETURNED TO BUYER AND IF THE SALE OF THE PROPERTY TO BUYER HAS NOT BEEN CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THE AGREEMENT, OR UPON THE OCCURRENCE OF ANY DEFAULT OF BUYER UNDER THE AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S DEFAULT AND/OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THE AGREEMENT AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS ADDENDUM, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD INCUR AS A RESULT OF SUCH DEFAULT AND/OR FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THE AGREEMENT. ACCORDINGLY, IF BUYER INTERFERES WITH OR MAKES ANY ATTEMPT TO INTERFERE WITH SELLER RECEIVING OR RETAINING, AS THE CASE MAY BE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION INCLUDING, WITHOUT LIMITATION, GIVING ANY NOTICE OR INSTRUCTIONS TO ANY ESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, SELLER SHALL HAVE THE RIG lIT TO RECOVER ITS ATTORNEYS' FEES AND COSTS OF COLLECTION A1'1D/OR ENFORCEMENT IN ADDITION TO THE SELLER'S LIQUIDATED DAMAGES. THE Buyer's Initials: Seller's Initials: Page 6 of 13 Agenda Item No. 16G2 November 18, 2008 Page 23 of 42 PARTIES ACKNOWLEDGE THAT THE PAYME1'iT OF SUCH LIQUIDATED D~l\IAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, Bl.:T IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. (Buver's (Buyer's Initials) Initials) I HAVE READ THIS PARAGRAPH AND I AM INITIALING TO VERIFY THAT] ACCEPT IT AS PART OF THE AGREEMENT (D) SELLERS CLOSING COSTS AND BROKERAGE COMMISSION: SeHer agrees to contribute the follo\\'ing amounL<;;, if applicable, as a reduction in the Sale Price: (i) $0.00 towards Buyer's non-recurring closing costs, discount points, and, if applicable, Buyer's non.allowable FHA/V A costs; (ii) $0,00 as a credit to Buyer at closing for Buyer to purchase a Home Protection Plan; and (iii) $0.00 towards a termite report. Seller will pay a brokerage commission in accordance with the listing agreement between the listing broker and SeJ1er. The selling broker, if any, is set forth below. Seller hereby instructs the closing agent to pay the brokerage commission to the listing broker and any selling broker (if applicable) after the closing via separate checks made out to the following companies in the following amounts: Listing Broker's Fee: Payable to: Arnerivest Realty in the amount of $~970.00. Selling Broker's Fee: Payable to: Amerivest Realty in the amount of $~970.00. (E) TRA.1\TSFER OF TITLE AND Sl.:BSEOUENT NOTICE OF COSTS. LIENS. OR ASSESSMENTS: Seller shall transfer title to the Property to Buyer by means of a special or limited warranty deed, or an equivalent thereof (the "Deed'.). The acceptance of the Deed by Buyer will be deemed to constitute full compliance by Seller with all of the terms and conditions of the Agreement. Seller shall NOT be responsible for any unpaid real estate taxes and/or assessments, levies, homeowner association fees and charges, utility charges or any other charges not readily obtainable from a title search prior to closing. IF AT ANY TIME AFTER THE CLOSING DATE, BUYER OR ITS ASSIGNS OBTAINS ACTUAL OR CONSTRUCTIVE NOTICE OF ANY COSTS, LIENS, ASSESSMENTS, OR JUDGMENTS ASSOCIATED WITH THE PROPERTY THAT WERE NOT OF RECORD AT THE TIME OF THE CLOSING INCLUDING. WITHOUT LIMITATION, CODE VIOLATIONS. TAXES. UTILITY LIENS, OR CONDOMINIUM ASSESSMENTS. BUYER SHALL BE RESPONSIBLE FOR PAYMENT OF SAME AND BUYER HEREBY RELEASES SELLER OF ANY AND ALL LIABILITY IN CONNECTION THERETO, REGARDLESS OF WHETHER (I) SELLER OWNED THE PROPERTY AT THE TIME SUCH COSTS WERE ASSESSED OR INCURRED OR (II) SELLER HAD ACTUAL OR CONSTRUCTIVE NOTICE OF THE EXISTENCE OF SUCH COSTS, LIENS, ASSESSMENTS. OR JUDGMENTS. Buyer is responsible for verifying any possible liens. judgments, or assessment." that may not be of record and hereby releases Sciier from any and all liability reiated to any such liens, judgments or assessments. Notwithstanding anything to the contrary in the Agreement, the provisions of Paragraphs C. 0, E. H, L K, M, and P through dd of this Addendum, as well as any other provision which contemplates pClfomlance or observance subsequent to any temlination or expiration of the Agreement, shall survive the closing, funding and the delivery of the Deed and/or tennination of the Agreement by Buyer's Initials: Seller's Initials: Page 7 of 13 Agenda Item No. 16G2 November 18. 2008 Page 24 of 42 any party and continue in full force and effect. (F) TITLE AGENT: Seller shall select the title agent to issue the owner's title insurance policy and shall pay the title examination fee and the premium for such policy. Buyer shall pay the customary closing fee to the c10singltitJe agent. Buyer is entitled to legal representation at the closing and may elect to have such representation at Buyer's sole expense. The closing of the transaction contemplated by the Agreement shall be held at a location designated by Seller. It is Seller's intent to deliver an owner's title insurance policy in lieu of an abstract in the customary abstract states. Buyer hereby accept.o;; such owner's title insurance in lieu of an abstract, jf applicable. (G) INSURANCE POLICIES: Seller's insurance policies covering the Property are not transferable and will not be prorated on the Closing Date. (H) TITLE DEFECTS: In the event that a title defect is discovered by Buyer prior to the Closing Date, Buyer shall deliver written notice of such defect to Seller and Seller shall be entitled to a thirty (30) day extension of the Closing Date to resolve any such title defects or other title issues. This additional thirty (30) day period shall be referred to as the "Extended Closing Period". If, within the Extended Closing Period, Seller determines that it is unable or unwilling, in Seller's sole discretion, to resolve such matters, Buyer shall elect to either: (i) take title to the Property in its then state without any reduction in the Sale Price, thereby waiving any and all title objections and any other claims against Seller, or (ii) terminate the Agreement and receive a refund of the Deposit. Buyer acknowledges and agrees that Buyer's remedy in clause (ii) above shall be Buyer's sole and exclusive remedy against Seller for Seller's election not to remove a title defect and/or inability to deliver clear and insurable title to Buyer at the closing. (I) Lead-Based Paint Inspection: ( )I( ) Lead-BASED PAINT CONTINGENCY: Buyer.s obligation to close this transaction is contingent upon Buyer conducting a risk assessment or inspection of the Property for the presence of lead-based paint and/or lead-based paint hazards, at Buyer's sole cost and expense, on or before 5:00 p.m. (EST) on the date ten (10) days from the date of the Agreement (the "LBP Test Period"). Intact lead-based paint that is in good condition is not necessarily a hazard (please see the EPA pamphlet "Protect Your Family From Lead in Your Home" for more information). This contingency will terminate at the expiration of the LBP Test Period unless Buyer delivers to Seller written notice listing the specific existing deficiencies and corrections needed, together with a copy of the inspection and/or risk assessment report, prior to the expiration of the LBP Test Period. Seller may, at its sole discretion, within ten (10) days after delivery of such notice, elect in writing to correct the condition(s) prior to the Closing Date. If Seller elects to correct the condition(s), Seller shall, upon completion of the correction(s), furnish to Buyer certification from a risk assessor or inspector demonstrating that the condition has been remedied. If Seller does not elect to make the repairs or if Seller counter-offers such notice, Buyer shall have five (5) days to respond to any such counter-offer or elect to waive this contingency and close the purchase of the Property in its "as is" condition without any reduction in the Sale Price, or the Agreement shall become void and the Deposit shall be refunded to Buyer. Buyer may waive this contingency at any time without cause at Buyer's sole election. )I( ) WAIVER OF LEAD-BASED PAINT INSPECTION PERIOD: SELLER'S Buyer's Initials: Seller's Initials: Page 8 of 13 Agenda Item No. 1682 November 18. 2008 Page 25 of 42 REPRESENTATIONS: Buyer acknowledges that it has had the opportunity to undenake studies, inspections or investigations of the Property as Buyer deemed necessary to evaluate the presence of lead-based paint and/or lead-based paint hazards on the Property. To the extent that Buyer has waived or otherwise declined the opportunity to undertake such inspections and investigations as a condition to the completion of the transaction under the terms of the Agreement, Buyer has knowingly and voluntarily done so. Buyer understands and acknowledges that the Property may have been built prior to 197R and lead-based paint and/or lead-based paint hazards may be present on the Property. In accordance with the Section 1018 of Title X, the Residential lead-Based Paint Hazard Reduction Act of 1992, attached to this Addendum as Exhibit "H" and made a part hereof, Seller attaches the Disclosure of Information on Lead Based Paint and/or Lead- Based Paint Hazards Lead -'Warning Statement. SeHer shali have no responsibility or liability with respect to any such occurrence of lead-based paint. It is understood by the parties that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller's files or in the documents produced by Seller or its agents, including, without limitation, any environmental audit or report. Buyer acknowledges that Seller and Seller's affiliates shall have no responsibility for the contents and accuracy of such disclosures, and Buyer agrees that the obligations of Seller in connection with the purchase of the Property shall be governed by the Agreement irrespective of the contents of any such disclosures or the timing or delivery thereof. (B) CLOSING DATE / TIME OF THE ESSENCE: The parties agree that time is of the essence with respect to all dates specified in the Agreement. Accordingly, all deadlines are intended to be strict and absolute. In the event Buyer fails to close the transaction on the Closing Date through no fault of Seller, Seller may, in its discretion, elect to extend the Closing Date for up to ten (10) day,;. In the event Seller agrees to extend the Closing Date, Buyer shall pay, in addition to the Sale Price, (i) a $300.00 fee for any such the extension, and Oi) a per diem penalty of$100.00 ($150.00 per diem if this is a cash offer) for each day that the Closing Date is extended up to a maximum of ten (10) days. Buyer assumes all liability in providing all necessary infomlation to Buyer's Lender. Furthermore, Buyer shall instruct Buyer's Lender and Buyer's attorney to work in conjunction with the brokers to ensure a timely closing. The broker, and co-broker (if applicable), shall assume all responsibility for follow-up with Buyer, any lender or mortgage representative involved in financing this transaction, and either party's attorney and/or title company to ensure that there is no delay in closing. Buyer \\'ill not be given possession and may not occupy the Property prior to the closing and disbursement of sale proceeds. (C) NO AL TERA TIONS PERMITTED WITHOUT PRIOR CONSENT: Buyer shall be in default under the Agreement in the event Buyer occupies or alters the Property or pernlits the Property to be altered without the prior written consent of Seller. Upon any such default, Seller shall have the right to retain the Deposit pursuant to Paragraph K of this Addendum and Buyer shall be required to return the Property to its original condition, at its sole expense, if Seller shall request such action in writing. Further, upon any such default, Buyer waives any and all claims for damages or compensations for improvements made by the Buyer to the Property including, but not limited to, any claims for unjust enrichment. (D) TERMINATION OF THE AGREEME'..T, In the event the Agreement is terminated pursuant to any provision of the Agreement which requires the Deposit to be refunded to Buyer, or in the event Seller defaults or is otherwise unable to or elects not to perform the Agreement, Seller's sole liability to Buyer, and Buyer's sole and exclusive remedy, will be to Buyer's Initials: Seller's lnitial.s: Page 9 of t3 Agenda Item No. 1682 November 18, 2008 Page 26 of 42 return the Deposit to Buyer, at which time the Agreement shall terminate and neither Seller nor Buyer shall have any further obligations, liabilities or responsibilities to one another under the Agreement, except for those provisions which the Agreement expressly provides will survive the expiration of termination of the Agreement. The Buyer waives any claims that the Property is unique and the Buyer acknow ledges and agrees that return of its earnest money deposit adequately and fairly compensates the Buyer. (E) SEVERABILITY: If any provision of this Addendum shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement. (F) RELEASE: In consideration of the sale of the Property to Buyer and Seller's agreement to pay the title examination fee and the premium for the title insurance policy, receipt of which is hereby acknowledged, upon the effective date of the Agreement, Buyer hereby releases and agrees to, hold harmless and forever discharge Seller, as owner of the Property, and its affiliates, officers, servicers, contractors, employees, agents, brokers successors and assigns, from any and all claims, liabilities, or causes of action of any kind that Buyer may now have or may have at any time in the future arising out of the Agreement. Neither the Seller nor its affiliates, officers, servicers, contractors, employees, agents, brokers, successors and assigns shall be liable to the Buyer for any damages of any kind (other than a return of the Deposit when expressly required by the Agreement) as a result of the Seller's default under the Agreement or Seller's failure to sell and convey the Property. Buyer further expressly waives, to the fullest extent permitted by law: (a) the remedy of specific performance on account of Seller's default under the Agreement or Seller's failure to sell and convey the Property for any reason, (b) any right otherwise to record or file the Agreement or a memorandum thereof, a lis pendens or a notice of pendency of action or similar notice against all or any portion of the Property, (c) any right to invoke any other equitable remedy that may be available that, if invoked, would prevent Seller from conveying the Property to a third party buyer; (d) any and all claims arising from any agreed to adjustments or prorations or errors in calculating the adjustments or prorations that are or may be discovered after closing; (e) any trial by jury in any litigation arising from or connected with or related to the Agreement; (f) any claims or losses Buyer may incur as a result of construction on, repair to, or treatment of the Property, or other defects, known or unknown, apparent or latent, which may now or hereafter exist with respect to the Property; (g) any right to avoid this sale or reduce the price or hold Seller and its affiliates, officers, servicers, contractors, employees, agents, brokers, successors and assigns responsible for damages on account of the marketability, habitability, serviceability, profitability, insurability or condition of the Property, lack of suitability or fitness of the property for a particular purpose, or defects, apparent or latent, in the Property; (h) any claim arising from encroachments, easements, shortages in area or any other matter which would be disclosed or revealed by a surveyor inspection of the Property or search of public records; and (i) any right to recover special, consequential, or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle, including, but not limited to, any cost or expense incurred by the Guyer in selling or surrendering a lease on a prior re~,.jdence, obtaining other living accommodations, moving, storage or relocation expenses, or any other such expense or cost arising from, or related to, the Agreement or a breach of the Agreement. In the event Buyer breaches or disregards, or attempts to disavow, any of the waivers or releases Buyer's Initials: Seller's Initials: Page 10 of 13 Agenda Item No. 16G2 November 18. 2008 Page 27 of 42 described or contemplated under this Paragraph V, in addition to all other damages or remedies to which Seller and its affiliates, officers, servicers, contracton, employees, agents, brokers successors and assigns may be lawfully entitled, Buyer shall pay all reasonable attorneys fees and costs incurred by the Seller in (i) seeking reaffirmation or enforcement of any such waiver or release, or (ii) defending any action initiated by the Buyer for the purpose of or relating to any such breach, disregard or disavowal. (G) Occupancy Status of Property:. The Buyer acknowledges that neither the Seller, nor its representatives, agents or assigns, has made any warranties or representations, express or implied, relating to the existence of any tenants or occupants at the Property. The Seller, its representatives, agents or assigns, shall not be responsible for evicting or relocating any tenants, occupants or personal property at the Property prior to or subsequent to closing. The Buyer further acknowledges and agrees that (i) the Seller is not holding any security deposits from fonner or current tenants and has no information as to such security deposits as may have been paid by the fonner or current tenants to anyone, (ii) no sums representing such tenant security deposits shall be transferred by the Seller to the Buyer as part of this transaction, and (iii) the Buyer hereby assumes all responsibility and liability for the refund of such security deposits to the tenants pursuant to the provisions of applicable laws and regulations. The Buyer acknowledges that this Property may be subject to the provisions of local rent control ordinances and regulations. The Buyer agrees that upon the closing all eviction proceedings and other duties and responsibilities of a property owner and landlord, including, but not limited to, those proceedings required for compliance with such local rent control ordinances and regulations, will be the Buyer's sole responsibility. If this property is located in Alabama, Buyer understands that the Property may be subject to redemption by the prior owner upon payment of certain sums and Buyer may be dispossessed of the Property. Buyer is advised to consult with an attorney to fully understand the import and impact of the foregoing. Buyer agrees he shall have no recourse against Seller in the event the right of redemption is exercised. If the Property is located in a jurisdiction that requires a certificate of occupancy, smoke detector certification, septic certification or any similar certification or permit ("Certificate of Occupancy") or any form of improvement or repair to the Property to obtain such Certificate of Occupancy necessary for the Property to be occupied, the Buyer understands that the Seller requires the Certificate of Occupancy to be obtained by the Buyer at the Buyer's sole cost and expense. The Buyer shall not have the right to delay the closing due to the Buyer's failure or inability to obtain any required Certificate of Occupancy. Failure of the Buyer to obtain and furnish the Certificate of Occupancy by the Closing Date shall be a material default of this Agreement by Buyer entitling Seller to retain the Deposit as liquidated damages under Paragraph K. Further, Buyer will not occupy, or cause or permit others to occupy, the Property after closing unless and until any necessary Certificate of Occupancy has been obtained from the appropriate governmental entity. (II) Personal Property:. Items of personal prope11y, including but not limited to, window coverings, appliances, manufactured homes, mobile homes, vehicles, spas, antennas, satellite dishes and garage door openers, now or Buyer's Initials: Seller's Initials: Page 11 of 13 Agenda Item No. 1682 November 18, 2008 Page 28 of 42 hereafter located on the Property, are not included in this sale or the purchase price. Any personal property at or on the Property may be removed from the Property prior to or after the Closing Date. The 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. The Buyer assumes responsibility for any personal property remaining on the Property at the time of closing. (Y) MODIFICATIONIWAIVER: No provision, term or clause of the Agreement shall be revised, modified, amended or waived, except by an instrument in writing signed by the Buyer and the Seller. 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. (Z) COUNTERPARTS: The 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. Copies of documents or signature pages bearing original signatures shall constitute and be treated as, an original signed document or counterpart, as applicable. (aa) ATTORNEY REVIEW: Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any party because that party drafted the Agreement or construed in favor of any party because that party failed to understand the legal effect of the provisions of the Agreement. (bb) NOTICES: All notices from one party to the other must be in writing and are effective (i) when hand-delivered at, or transmitted by facsimile or electronic transmission properly addressed to the party andlor the party's broker, agent or attorney as indicated in the signature blocks below; or (ii) if mailed, when received or the next day if mailed via overnight delivery or three days after mailing via certified mail, return receipt requested properly addressed to the party and/or the party's broker, agent or attorney as indicated in the signature blocks below. (ee) INDEMNITY: Buyer shall protect, defend, indemnify and hold the Seller Indemnitees hannless from and against any and all losses, costs, expenses (including attorneys' fees and actually incurred court costs), claims and damages to the extent arising out of or related (directly or indirectly) to: (a) the imposition of any fine or penalty imposed by any governmental entity resulting from the Buyer's failure to timely obtain any Certificate of Occupancy or to comply with equivalent laws and regulations; (b) claims for amounts due and owed by the Seller for real property taxes, homeowner's association dues or assessment, or any other items prorated at closing, if any, under the Agreement, including any penalty or interest and other charges, arising from the proration of such amounts for which the Buyer received a credit at closing under the Agreement; (c) the Buyer or the Buyer's tenants, agents or representatives use and/or occupancy of the Property prior to closing and/or issuance of required Certificates of Occupancy; or (d) the breach by Buyer of any of the terms and conditions of the Agreement. Buyer's Initials: Seller's Initials: Page 12 of 13 Agenda Item No. 16G2 November 18, 2008 Page 29 of 42 (dd) ENTIRE AGREEMENT: The Agreemen~ including all other disclosure forms or notices required by law, constitutes the entire agreement between the Buyer and the 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 the Buyer and the Seller. No oral promises, representations, warranties or agreements, expressed or implied, made by the Seller and/or brokers or any person acting on behalf of the Seller shall be deemed valid or binding upon the Seller, unless expressly included in the Agreement. All negotiations are merged into the Agreement. IN WITNESS WHEREOF. the Buyer and the Seller have entered into this Addendum as of the date first set forth above. The undersigned represents and \\'arrants that he/she is authorized to enter into the Agreement and bind the party for whom he,ishe signs to perform all duties and obligations stated in the Agreement. Seller: Date: AHMSI Buyer Name Printed: Name Printed: :!\'ame Printed: Date Buyer Date Listin g Broke Amerivest Realty Date r: Selling Broke r: Name Printed: Amerivest Realty Date Notice to SelJer: Notice to Buyer: Fax: Email: Fax: Email: Seller's Broker/Agent/Attorney: Buyer's Broker/Agent! Attorney: Fax: Email: Fax: Email: Buyer's Initials: Seller's lnitials: Page 13 ofI3 Real Estate Purchase Addendum Agenda Item No. 16G2 November 18. 2008 Page 30 of 42 REO# 0022333371 AMERICAN HOME MORTGAGE SERVICING,INC. REAL ESTATE PURCHASE ADDENDUM PART I - SPECIFIC TERMS This Real Estate Purchase Addendum ("Addendum") is to be made part of. and incorporated into, the Real Estate Purchase Contract dated 10/31/2008 ("Contract") between AMS ("Seller") and Bayshore/Gateway Community Redevelopment Agency Bayshore/Gateway Community Redevelopment Agency ("Buyer") for the property and improvements located at the following address:2515, BECCA AVE, NAPLES. FL 34112 ("Property'.). The Seller and the Buyer agree as follows: 1. Financial Terms Acknowledgement: The financial terms of the purchase and sale of the Property have been acknowledged and conditionally accepted by the Seller as of on or before 11/03/2008 (hereinafter the "Financial Terms Acknowledgement Date") with a purchase price ("Purchase Price") of $99.000.00 . These financial terms are set forth in the Financial Terms Acknowledgement, attached hereto as "Exhibit A" and made a part hereof. The Buyer acknowledges and agrees that the Contract, this Addendum and the completed Financial Terms Acknowledgement shall together be referred to as the "Agreement.'. The Buyer's earnest money deposit of $1.000.00. in the form of certified funds (or other form of payment approved in advance by Seller), along with the Agreement. signed by the Buyer, must be received by the Seller. or the Seller's listing agent. within three (3) calendar days of the Financial Terms Acknowledgement Date. If the Seller does not receive the Agreement, signed by Buyer, and/or the earnest money deposit, by such date. the Agreement shall be null and void. In addition, the Agreement shall be null and void if the Agreement. signed by Buyer, and/or the earnest money deposit, is not received by the Seller before the Seller either unconditionally accepts a competing offer, or gives verbal or written notice of revocation either to the Buyer, the Buyer's agent or attorney, or the Seller's listing agent. Notwithstanding any verbal. electronic or written statement or implication to the contrary, the Buyer acknowledges and agrees that the Agreement shall not be binding on the Seller until approved by the Seller's management and signed by all parties to the Agreement. If applicable, escrow shall be opened by both parties immediately following the Seller'5 execution of the Agreement, with an escrow/closing agent acceptable to the Seller. 2. Financing: The Agreement is not contingent on the Buyer obtaining financing for the purchase of the Property. If the Agreement is contingent on financing. the type of financing shall be the following (check one): Buyer initials V Cash Ie Conventional - 20 days X FHA - 30 days Ie Other Ie VA - 30 days Ie Financed - No Contingency (a) If the Agreement is contingent on financing, the Buyer shall present proof, satisfactory to the Seller, of the Buyer's full credit prequalification for a mortgage loan in an amount and under terms sufficient for the Buyer to perform its obiigations under the Agreement. The prequalification shall include, without limitation, a certification of prequalification (or a mortgage loan commitment) from a direct mortgage lender and a satisfactory credit report. The Buyer's submission of proof of prequalification. satisfactory to the Seller, is a condition precedent to the Seller's acceptance of the Agreement and failure of the Buyer to provide such proof within three (3) calendar days of the Seller's execution of the, Agreement shall nullify the Seller's execution of the Agreement and render the Agreement null and void. The Buyer shall apply for a loan in the amount of with a term of years, at prevailing rates. terms and conditions. The Buyer shall complete and submit to a mortgage lender an application for a mortgage loan containing the terms set forth in thi~~~fhii\E'tii?ee (3) calendar days of the Financial Terms Acknowledgement Date, and shall use diligent efforts tcl'JB~~~r ~~ loan commitment within the time frame as indicated in the Financing Type selected above. If. despite Ih~98uVeprs 4'a1ligent efforts. the Buyer cannot obtain a mortgage loan commitment by the specified date, then either the Buyer or the Seller may terminate the Agreement by giving written notice to the other party. In the event of termination by Buyer, the Buye' notice to Seller must include a copy of the loan application, proof of the application date, and a copy of the deniallett~. from the prospective lender. In the event of a proper termination of the Agreement by Buyer under this paragraph, the earnest money deposit shall be returned to the Buyer and the parties shall have no further obligation to each other under the Agreement. The Buyer agrees to cooperate and comply with all requests for documents and information from the Buyer's chosen lender during the loan application process. Failure of the Buyer to comply with such requests from the Buyer's chosen lender that results in the denial of the mortgage loan, or failure of the Buyer to provide proper notice to Seller in the event of termination by Buyer, will be shall constitute a breach of the Agreement and render the Agreement null and void, and the Seller shall be entitled to retain any earnest money deposited by Buyer.. Cash Offer: If the Agreement is not contingent on financing. Buyer shall provide Seller proof of liquid funds on deposit in the United States sufficient to close this transaction. Such proof shall be provided within three (3) business days of the execution of the Agreement and shall be subject to Seller's approval. Subject property shall remain on the market until such proof of funds is accepted. Notwithstanding the terms provided in Section 8 for inspection of the Property, in the event of a noncontingent cash offer, all inspections shall be completed and any notice of disapproval given within seven (7) calendar days of the Financial Terms Acknowledgement Date. Buyer's failure to notify Seller of any disapproval within the time specified above shall be deemed acceptance by Buyer. Cash offers shall not be subject to any contingency. unless specifically described in Section 6 of this Addendum. Buyer initials (b) The Buyer is aware that the price and terms of this transaction were negotiated on the basis of the type of financing selected by the Buyer. Any change as to the loan type, terms or a change in the Buyer's lender after negotiations have been completed shall constitute a breach of the Agreement and render the Agreement null and void, and the Seller shall be entitled to retain any earnest money deposited by Buyer nullify Seller's execution of the Agreement and require renegotiation of all terms of the Agreement. 3. Time of the Essence: Closing Date: (a) It is agreed that time is of the essence with respect to all dates specified in the 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 11/28/2008 , or within five (5) calendar days of final loan approval by the lender. whichever is earlier (which date is hereinafter referred to as the "Closing Date"), unless extended in writing signed by the Seller and the Buyer or extended by the Seller under the terms of the Agreement. The closing shall be held in the offices of the Seller's attorney or agent. or at a place so designated and approved by the Seller, unless otherwise required by applicable law. If the closing does not occur by the Closing Date, the Agreement is automatically terminated and the Seller shall retain any earnest money deposit a5 liquidated damages. Buyer initials 4. In the event Buyer requests an extension of the Closing Date or of the deadline for the fulfillment of any contingency, and the Seller agrees to the extension, the Buyer agrees to pay to the Seller a per diem penalty of the greater of $ 50.00 or 1/10 of 1 % of the purchase price per calendar day towards Seller's carrying costs, through and including the Closing Date specified in the written extension agreement. The per diem amount must be deposited with the closing agent at the time any request for extension is made. The per diem amount shall be credited to Buyer on timely closing. If the 5ale does not close by the Closing Date specified in the written extension agreement. the Seller may retain the earnest money deposit and the accrued per diem payment as liquidated damages. Buyer initials 5. The Buyer does intend to use and occupy the Property as Buyer's primary residence. 6. Additional Terms or Conditions: ANY ALTERATIONS TO THIS REAL ESTATE PURCHASE ADDENDUM, WILL CAUSE THIS ADDENDUM TO BECOME NULL AND VOID. ANY ALTERATIONS TO THIS REAL ESTATE PURCHASE .ADDENDUM WILL CAUSE THIS ADDENDUM TO BECOMr NULL AND VOID. THIS IS A CASH TRANSACTION. BUYER TO PROVIDE SELLER WITH VERIFICATION OF FUNDS TO COMPLETE SAID TRANSACTION. UPON EXECUTION OF SELLERS ADDENDUM, EARNEST MONEY DEPOSIT IS TO BE IN THE FORM OF A CASHIERS CHECK OR CERTIFIED FUNDS MADE PAYABLE TO SELLERS CLOSING COMPANY, PROOF OF FUNDS AND PURCHASE CONTRACT PROVIDED WITH SELLERS ADDENDUM. CONTRACT IS SUBJECT TO CORPORATE REVIEW AND APPROVAL 7. Attachments: Agenda Item No. 16G2 November 18, 2008 Page 32 of 42 8. Inspections: (a) On or before 0 calendar days from the Financial Terms Acknowledgement Date,the Buyer shall have both inspected the Property (or obtained for its own use, benefit and reliance, third party inspections and/or reports on the condition of the Property) and provided written notice to the Seller of any exceptions or objections observed by Buyer to the condition of the Property (hereinafter "Exception Notice"). Unless otherwise noted in Section 6 of this Addendum, the Buyer's failure to provide such Exception Notice to Seller within such ten (10) calendar day period, shall be deemed a waiver by the Buyer of Buyer's right to inspect the Property, a waiver by the Buyer of any objections to the condition of the Property and acceptance by the Buyer of the condition of the Property AS IS. The Buyer shall keep the Property free and clear of liens and indemnify and hold the Seller harmless from all liability claims, demands, damages, and costs related to the Buyer's inspection and the Buyer shall repair all damages arising from or caused by the inspections. The Buyer 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 Buyer shall provide reasonable notice to the Seller prior to any such inspection. If the Seller has winterized this Property and the Buyer desires to have the Property inspected, the listing agent will have the Property de - winterized prior to inspection and re - winterized after inspection. The Buyer agrees to pay this expense in advance to the listing agent. The amount paid under this provision shall be nonrefundable. After submission of Buyer's Exception Notice to Seller, and upon Seller's request, the Buyer shall provide to the Seller, at no cost to Seller, complete copies of all inspection reports upon which the Buyer's Exception Notice is based. In no event shall the Seller be obligated to make any repairs or replacements that may be indicated in the Buyer's Exception Notice. The Seller may, at its sole discretion, make such repairs to the Property under the terms described in Section 9 of this Addendum. If the Seller elects not to repair the Property, the Buyer may cancel the Agreement and receive all earnest money deposited. If the Seller elects to make any such repairs to the Property, the Seller shall notify the Buyer after completion of the repairs and the Buyer shall have five (5) calendar days from the date of notice of completion to inspect the repairs and notify the Seller of any items disapproved. The Buyer's failure to notify Seller of any items disapproved shall be deemed acceptance of the repairs. In situations that are applicable, a structural, electrical, mechanical or termite inspection report may have been prepared for the benefit of the Seller. Upon request, the Buyer may review the report to obtain the same information and knowledge the Seller has about the condition of the Property, but the Buyer acknowledges that the inspection reports were prepared for the sole use and benefit of the Seller. Buyer may not, and covenants and agrees that it will not, rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property. (b) If the Property is a condominium or planned unit development or co-operative, unless otherwise required by law, the Buyer, at the Buyer'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) calendar days of execution of the Agreement by both parties pursuant to Section 1 hereof. The Seller agrees to use reasonable efforts, as determined at the Seller's sole discretion, to assist the Buyer in obtaining a copy of the covenants, conditions and restrictions and bylaws. The Buyer will be deemed to have accepted the covenants, conditions and restrictions and bylaws if the Buyer does not notify the Seller in writing, within fifteen(15) calendar days of execution of the Agreement, of the Buyer's objection to the covenants, conditions and restrictions and/or bylaws. 9. Condition of Property: The Buyer understands and agrees that The Seller acquired the Property by foreclosure, deed-in-lieu of foreclosure, forfeiture, tax sale, right of Eminent domain or similar process and consequently, The Seller has little or no direct knowledge concerning the condition of the Property. As a material part of the consideration to be received by The Seller under the Agreement as negotiated and agreed to by The Buyer and The Seller, The Buyer acknowledges and Agrees to accept the Property in "AS IS" condition at the time of closing, including, without limitation, any hidden defects or environmental conditions, including the presence of mold, affecting the Property, whether known or unknown, whether such defects or conditions were discoverable through inspection or not. The Buyer acknowledges that The Seller, its agents and representatives have not made, and The Seller specifically negates and disclaims, any representations, warranties, promises, covenants, agreements, or guarantees, implied or express, oral or written, in respect to: (a) The physical condition or any other aspect of the Property including the structural integrity or the quality or character of materials used in construction of any improvements, availability and quantity or quality of water, stability of the soil, susceptibility to landslide or flooding, sufficiency of drainage or any other matter affecting the stability, safety or integrity OF the Property or improvements; (b)The conformity of the Property or the improvements to any environmental, zoning, land use or building code requirements or compliance with any laws, rules, ordinances or regulations of any federal, state or local governmental authority, or the granting of any required permits or approvals, if any, 0~<lio~Men1iit::lkdies which had jurisdiction over the construction of the original structure, any improvements a~~e'"~6~~ng of the structure; and 0 (c)The habitability, marketability, profitability or fitness for a particular purpose of the Property or improvemenl including defects, apparent or latent, which now exist or which may hereafter exist and which, if known to Buye., would cause Buyer to refuse to purchase the property. In the event the Property is affected by an environmental hazard, as determined by the Seller. either party may terminate the Agreement. In the event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property, the Buyer agrees to execute an indemnity and hoid harmiess agreement at closing, in a form acceptable to Seller. In the event the Buyer eiects not to execute the disclosure and reiease, at the Seller's discretion, the Agreement is automatically terminated upon notice given to Buyer. In the event the Seller has received official notice that the Property is in violation of building codes or similar laws or regulations, the Seller may terminate the Agreement or delay the date of closing or the Buyer may terminate the Agreement. In the event the Agreement is terminated by either Buyer or Seller pursuant to this Section 9, any earnest money deposit will be returned to the Buyer. If there is an enforcement proceeding arising from allegations of such violations before an enforcement board. special master. court or similar enforcement body, and neither the Buyer nor the Seller terminate the Agreement, the Buyer agrees (a) to accept the Property subject to the violations. and (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceeding. Buyer agrees to execute any and all documents necessary or required for closing by any agency with jurisdiction over the Property. Buyer further agrees to indemnify the Seller from any and all claims or liability arising from the Buyer's breach of this Section 9 of this Addendum. The closing of this sale shall constitute acknowledgement by the Buyer that the condition of the Property is acceptable to the Buyer at that time. The Buyer agrees that Seller shall have no liability for any claims or losses the Buyer or the Buyer's successors or assigns may incur as a result of construction or other defects which defects that may now or hereafter exist with respect to the Property. The Seller is exempt from filing a disclosure statement as the Property was acquired through foreclosure, deed-in-lieu r foreclosure. forfeiture. tax sale, eminent domain or similar process. For Alaska transactions, the Seller and the Buyer ha, previously executed a waiver of the disclosure provisions of Alaska statutes. 10. Repairs: All treatments for wood infesting organisms and other repairs will be completed by a vendor approved by the Seller. and will be subject to the Seller's satisfaction only. If the Seller has agreed to pay for treatment of wood infesting organisms. the Seller shall treat only active infestation. Neither the Buyer, nor its representatives, shall enter upon the Property to make any repairs and/or treatments prior to closing without the prior written consent of the Seller. To the extent that the Buyer, or its representatives, makes repairs and/or treatments to the Property prior to closing, the Buyer hereby agrees to release and indemnify the Seller from and against any and all claims related in any way to the repairs and/or treatments and further agrees to execute a release and indemnification and provide proof of liability insurance naming Seller as a loss payee, both in a form acceptable to the Seller, prior to entry on the Property and the commencement of any such repairs or treatments. The Buyer acknowledges that all repairs and treatments are done for the benefit of the Seller and not for the benefit of the Buyer and that the Buyer has inspected or has been given the opportunity to inspect repairs and treatments. Any repairs or treatments made, or caused to be made, by the Seller shall be completed prior to the closing. Under no circumstances shall the Seller be required to make any repairs or treatments after the Closing Date. The Buyer acknowledges that closing on this transaction shall be deemed the Buyer's reaffirmation that the Buyer is satisfied with the condition of the Property and with all repairs and treatments to the Property and waives all claims related to such condition and to the quality of the repairs or treatments to the Property.Any repairs or treatments that Seller agrees to perform shall be performed for functional purposes only and exact restoration of appearance or cosmetic items following any repairs or treatments shall not be required. The Seller shall not be obligated to obtain or provide to the Buyer any receipts for repairs. or treatments. written statements indicating dates or types of repairs and/or treatments or copies of such receipts or statements nor any other documentation regarding any repairs and treatments to the Property. The Seller does not warrant or guarantee any work, repairs, or treatments to the Property. Buyer initials 11. Occupancy Status of Property: The Buyer acknowledges that neither the Seller. nor its representatives. agents or assigns. has made any warranties or representations, express or implied, relating to the existence of any tenants or occupants at the Property unless otherwise noted in Section 6 of this Addendum. The Seller, its representatives, agents or assigns. shall not be responsible for evicting or relocating any tenants, occupants or personal property at the Property prior to or subsequent to closing unless otherwise noted in Section 6 of this Addendum. Agenda Item No. 16G2 November 18, 2008 The Buyer further acknowledges and agrees that (i) the Seller is not holding any security deposits fro~NIJhl1~r06f~urrent tenants and has no information as to such security deposits as may have been paid by the former or current tenants to anyone, (ii) no sums representing such tenant security deposits shall be transferred by the Seller to the Buyer as part of this transaction, and (ili) the Buyer hereby assumes all responsibility and liability for the refund of such security deposits to the tenants pursuant to the provisions of applicable laws and regulations. All rents due and payable and collected from tenants for the month in which closing occurs will be prorated according to the provisions of Section 13 of this Addendum. The Buyer acknowledges that this Property may be subject to the provisions of local rent control ordinances and regulations. The Buyer agrees that upon the closing all eviction proceedings and other duties and responsibilities of a property owner and landlord, including, but not limited to, those proceedings required for compliance with such local rent control ordinances and regulations, will be the Buyer's sole responsibility. If this property is located in Alabama, Buyer understands that the Property may be subject to redemption by the prior owner upon payment of certain sums and Buyer may be dispossessed of the Property. Buyer is advised to consult with an attorney to fully understand the import and impact of the foregoing. Buyer agrees he shall have no recourse against Seller in the event the right of redemption is exercised. 12. Personai Property: Items of personal property, including but not limited to, window coverings, appliances. manufactured homes, mobile homes, vehicles, spas, antennas, satellite dishes and garage door openers, now or hereafter located on the Property. are not included in this sale or the purchase price unless the personal property is specifically described and referenced in Section 6 of this Addendum. 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 or after the Closing Date. The 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 lien8. The Buyer assumes responsibility for any personal property remaining on the Property at the time of closing. 13. Closing Costs and Adjustments: (a)The Buyer and the 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 Closing Date shall be allocated to the Buyer. Payment of special assessment district bonds and assessments, and payment of homeowner's association or special assessments shall be paid current and prorated between the Buyer and the Seller as of the Closing Date with payments not yet due and owing to be assumed by the Buyer 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 30-day month and all such prorations shall be final. The Seller shall not be responsible for any amounts due, paid or to be paid after the day prior to the Ciosing Date, including, but not limited to. any taxes. penalties or interest assessed or due as a result of retroactive, postponed or additional taxes resulting from any change in use of, or construction on. or improvement to the Property. or an adjustment in the appraised value of the Property. In the event the Seller has paid any taxes, speciai assessments or other fees and there is a refund of any such taxes, assessments or fees after closing. and the Buyer as current owner of the Property receives the payment, the Buyer will immediately submit the refund to the Seller. If the Property is heated by, or has storage tanks for fuel oil. liquefied petroleum gases or similar fuels, the Buyer will buy the fuel in the tank at closing at the current price as calculated by the supplier. Regardless of local custom or practice the Buyer shall pay any and all real estate transfer taxes due as a result of the conveyance of the Property. The Buyer shall pay all other costs and fees incurred in the transfer of the Property, including cost of any survey, title policy, escrow or closing fees and lender required fees, except as expressly assumed by the Seller in the Financial Terms Acknowledgement. (b)The Seller shall pay the real estate commission per the listing agreement between the Seller and the Seller's listing broker. Buyer represents that Buyer is not a real estate licensee, nor is the real estate licensee representing Buyer related to, or affiliated with Buyer, unless such relationship or affiliation has been disclosed to Seller. 14. Delivery of Funds: Regardless of local custom or practice. Buyer shall deliver all funds due the Seller from the sale by wire transfer or in the form of cash, bank check. or certified check to the closing agent prior to delivery of the deed by the Seller to the Buyer. 15. Certificate of Occupancy: If the Property is located in a jurisdiction that requires a certificate of occupancy, smoke detector certification. septic certification or any similar certification or permit ("Certificate of Occupancy'.) or any form of improvement or repair to the Property to obtain such Certificate of Occupancy necessary for the Property to be occupied. the Buyer understands that the Seller requires the Certificate of Occupancy to be obtained by the Buyer at the Buyer's sole cost and expense. The Buyer shall make application for all Certificates of Occupancy wit~1I!Jrc/ll@n~!i~ys of the Financial Terms Acknowledgment Date. The Buyer shall not have the right to delay the CII(j~ 1&'1@%'yer's failure or inability to obtain any required Certificate of Occupancy. Failure of the Buyer to obtain and furrfJ~1I tI,~ 't:~rlificate of Occupancy shall be a material breach of the Agreement. 16. Delivery of Possession of Property: The Seller shall deliver possession of the Property to the Buyer at closing and fundir,~ of sale. The delivery of possession shall be subject to the rights of any tenants or parties in possession per Section 11 of this Addendum. If the Buyer 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 the Seller, such event shall constitute a breach by the Buyer under the Agreement and the Seller may terminate the Agreement and the Buyer shall be liable to the Seller for damages caused by any such alteration or occupation of the Property prior to closing and funding and waives any and all claims for damages or compensations for improvements made by the Buyer to the Property including, but not limited to, any claims for unjust enrichment. 17. 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, Limited Warranty, Quit Claim or Bargain and Sale Deed). Any reference to the term .'Deed'. or '.Special Warranty Deed" herein shall be construed to refer to such form of deed. 18. Defects in Title: If the Buyer raises an objection to the Seller's title to the Property, which, if valid, would make title to the Property uninsurable, the Seller shall have the right unilaterally to terminate the Agreement by giving written notice of the termination to the Buyer. However, if the Seller is able to correct the problem through reasonable efforts, as the Seller determines, at its sole and absolute discretion, prior to the Closing Date, including any written extensions thereof, or if title insurance is available from a reputable title insurance company at reguiar rates containing affirmative coverage for the title objections, then the Agreement shall remain in full force and the Buyer shall perform pursuant to the terms set in the Agreement. The Seller is not obligated to remove any exception or to bring any action or proceeding or bear any expense in order to convey title to the Property or to make the title marketable and/or insurable. and any attempt by the Seller to remove such title exceptions shall not impose an obligation upon the Seller to remove those exceptions. The Buyer acknowledges that the Seller's title to the Property may be subject to court approval of foreclosure or to mortgagor's right of redemption. In the event the Seller is not able to (a) make the title insurable or correct any problem. or (b) obtain title insurance from a reputable title insurance company, all as provided herein, the Buyer may terminate the Agreement ar any earnest money deposit will be returned to the Buyer as the Buyer's sole remedy at law or equity. 19. Representations and Warranties: The Buyer represents and warrants to the Seller the following: (a) The Buyer 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 the Seller, its servicers, representatives, brokers. employees, agents or assigns; (b) Neither the Seller. nor its servicers, employees, representatives. brokers, agents or assigns, has made any representations or warranties, implied or expressed, relating to the marketability, insurability or condition of the Property or the contents thereof. except as expressly set forth in Section 6 of this Addendum; (c) The Buyer has not relied on any representation or warranty from the Seller regarding the marketability, insurability or condition of the Property or the contents thereof, or the nature, quality. or workmanship of any repairs made by the Seller; and (d) The Buyer 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 after closing. 20. Waivers: As a material part of the consideration to be received by The Seller under the Agreement as negotiated and agreed to by The Buyer and The Seller, The Buyer waives the following: (a) All rights to file and maintain an action against The Seller for specific performance (b) Right to record a lis pendens against the Property or to record the Agreement or a memorandum thereof in the real property records; (c) Right to invoke any other equitable remedy that may be available that, if invoked, would prevent The Seller from conveying the property to a third party Buyer; Agenda Item No. 16G2 (d) any and all claims arising from the adjustments or prorations or errors in calculatlfflr'f~atll~~~~ts or prorations that are or may be discovered after closing; age 0 (f) any remedy of any kind, including, but not limited to, rescission of the Agreement, other than as expressly provided in section 21 of this Addendum, to which The Buyer might otherwise be entitled at law or equity whether based on mutual mistake of fact or law or otherwise; (g) trial by jury, except where such waiver is prohibited by law, in any litigation arising from or connected with or related to the Agreement; (h) Any claims or losses The Buyer may incur as a result of construction on, repair to, or treatment of the property, or other defects, which may now or hereafter exist with respect to the Property; (i)Any right to avoid this sale or reduce the price or hold The Seller responsible for damages on account of the marketability, insurability or condition of the Property, lack of suitability or fitness of the property for a particular purpose, or defects, apparent or latent, in the property. (j) Any claim arising from encroachments, easements, shortages in area or any other matter which would be disclosed or revealed by a surveyor inspection of lhe property or search of public records. References to the "Seller" in this Section 20 of this Addendum shall include the Seller and the Seller's servicers, representatives, agents, brokers. employees, or assigns. In the event that the Buyer breaches or disregards, or attempts to disavow, any of the representations, warranties or waivers described or contemplated under Section 19 or Section 20 of this Addendum. the Buyer shall pay all reasonable attorneys fees and costs incurred by the Seller in (i) seeking reaffirmation or enforcement of any such representation. warranty or waiver. or (ii) defending any action initiated by the Buyer for the purpose of or relating to any such breach, disregard or disavowal, and the Buyer shall pay Five Thousand Dollars ($5,000.00) as liquidated damages for such attempted or actual breach, disregard or disavowal, which amount shall be in addition to any iiquidated damages held or covered by the Seller pursuant to Section 22 of this Addendum. Buyer inilials 21. Conditions to the Seller's Performance: The Seller shall have the right, at the Seller's sole discretion, to extend the Closing Date or to terminate the Agreement if: (a) 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; (b) The Seller determines that it is unable or it is economically not feasibie to convey title to the Property insurable by a reputable title insurance company at regular rates; (c) A third party having an interest in the property has requested that the servicing lender. or any other party. repurchase the loan previously secured by the Property; (d) Full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing or date set forth herein for closing; (e) Any third party, whether tenant. homeowner's association. or otherwise, exercises rights under a right of first refusal to purchase the Property; (f) The Buyer 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 the Buyer has not disclosed this fact to the Seller prior to the Seller's acceptance of the Agreement. Such failure to disclose shall constitute default under the Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation. retaining the earnest money deposit; or (g) The Seller, at the Seller's sole discretion, determines that the sale of the Property to the Buyer, or any related transactions, are sale of the Property to the Buyer, or any related transactions, is in any way associated with illegal activity of any kind. In the event the Seller elects to terminate the Agreement as a result of (a). (b). (c), (d). (e) or (g) above, the Seller shall return the Buyer's earnest money deposit and the parties shall have no further obligation under the Agreement. except as to any provision that survives termination pursuant to Section 27 of this Addendum. 22. Agenda Item No. 16G2 Remedies for Default: November 18, 2008 (a)ln the event of Buyer's default. material breach or material misrepresentation of any fact und~rlWe3t~prt,~20f the Agreement, the Seller, at its option. may retain the earnest money deposit and any other funds then paid by the Buyer as liquidated damages and/or invoke any other remedy available at law or expressly set out in the Agreement, and the Selic is automatically released from the obiigation to sell the Property to the Buyer and Neither the Seller nor its representatives, agents, attorneys, successors, or assigns shall be liable to the Buyer for any damages of any kind as a result of the Seller's failure to sell and convey the Property. (b)ln the event of Seller's default or material breach under the terms of the Agreement or if the Seller terminates the Agreement as provided under the provisions of the Agreement, the Buyer shall be entitled to the return of the earnest money deposit as Buyer's sole and exclusive remedy at law and/or equity. Any reference to a return of the Buyer.s earnest money deposit contained in the Agreement shall mean a return of the earnest money deposit, less any escrow cancellation fees applicable to the Buyer under the Agreement and less fees and costs payable for services and products provided during escrow at the Buyer's request. The Buyer waives any claims that the Property is unique and the Buyer acknowledges and agrees that return of its earnest money deposit adequately and fairly compensates the Buyer. Upon return of the earnest money deposit to the Buyer under this Section 22(b), the Agreement shall be terminated, and the Buyer and the Seller shall have no further liability, no further obiigation. and no further responsibility each to the other and the Buyer and the Selier shall be released from any further obiigation each to the other in connection with the Agreement. (c) The Buyer agrees that the Seller shall not be liable to the Buyer for any special, consequential, or punitive damages whatsoever, whether in contract. tort (including negligence and strict liability), or any other legal or equitable principle, including. but not limited to, any cost or expense incurred by the Buyer in selling or surrendering a lease on a prior residence. obtaining other living accommodations, moving, storage or relocation expenses, or any other such expense or cost arising from, or related to, the Agreement or a breach of the 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)ln the event either party elects to exercise its remedies as described in this Section 22 of this Addendum and thp Agreement is terminated, the parties shall have no further obligation under the Agreement, except as to any provision th, survives the termination of the Agreement pursuant to Section 27 of this Addendum 23. Indemnification: The Buyer agrees to indemnify and fully protect, defend. and hold the 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. the Seller. its officers, directors, employees, shareholders, servicers, representatives, agents. attorneys, tenants, brokers, successors or assigns, resulting from or arising out of: (a)lnspections or repairs made by the Buyer or its agents, employees, contractors. successors or assigns; (b)The imposition of any fine or penalty imposed by any governmental entity resulting from the Buyer's failure to timely obtain any Certificate of Occupancy or to comply with equivalent laws and regulations; (c)Claims for amounts due and owed by the Seller for real property taxes, homeowner's association dues or assessment, or any other items prorated at closing under Section 12 of this Addendum, including any penalty or interest and other charges, arising from the proration of such amounts for which the Buyer received a credit at closing under Section 12 of this Addendum; (d)The Buyer or the Buyer's tenants. agents or representatives use and/or occupancy of the Property prior to closing and/or issuance of required Certificates of Occupancy; or (e)The breach by Buyer of any of the terms and conditions of the Agreement 24. Risk of Loss: In the event of fire, destruction, or other casualty loss to the Property after the Seller's acceptance of the Agreement and prior to closing and funding, the Seller may, at its sole discretion. repair or restore the Property. or the Seller may terminate the Agreement. If the Seller elects to repair or restore the Property, then the Seller may. at its solp discretion, limit the amount to be expended. If the Seller elects not to repair or restore the Property, the Buyer's sole an exclusive remedy shall be either to acquire the Property in its then condition at the Purchase Price with no reduction thereof by reason of such loss, or terminate the Agreement and receive a refund of any earnest money deposit. 25. Eminent Domain: in the event that the 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 the Agreement and the earnest money deposit shall be returned to the Buyer and neither party sh'1!mEtllllieltltllJ hJlrth1#lf1~hts or liabilities hereunder, except as provided in Section 27 of this Addendum. Nove~~~~ 1388 ~~~2 26. Keys: Buyer is aware that the property may be on a master key system. Buyer is encouraged to re-key the property after closing. Buyer agrees to hold Seller harmless regarding any theft or damage of personal property. 27. Survival: Delivery of the Deed to the Property to the Buyer by the Seller shall be deemed to be full performance and discharge of all of the Seller's obligations under the Agreement. Notwithstanding anything to the contrary in the Agreement, the provisions of Sections 9, 10, 11, 13. 15, 16. 19, 20. 22, 23, 24, 25, and 27 of this Addendum, as well as any other provision which contemplates performance or observance subsequent to any termination or expiration of the Agreement, shall survive the closing, funding and the delivery of the Deed and/or termination of the Agreement by any party and continue in full force and effect. 28. Title and Closing: Except where prohibited by law. t he providers of title and escrow/closing services shall be designated by Seller. Seller shall pay for a Standard AL TA Homeowners policy of title insurance, if such policy is available for the Property. 29. Severability: The invalidity, illegality or enforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, all of which shall remain in full force and effect. 30. Assignment of Agreement: The Buyer may not assign the Agreement. The Seller may assign the Agreement at its sole discretion without prior notice to, or consent of, the Buyer. 31. Modification: No provision, term or clause of the Agreement shall be revised, modified, amended or waived, except by an instrument in writing signed by the Buyer and the Seller. 32. Rights of Others: The 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 the Agreement. nor does it create or establish any third party beneficiary to the Agreement. .-. '33. Counterparts: The 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. 34. Headings: The titles to the sections and headings of various paragraphs of the Agreement are placed for convenience of reference only and, in case of conflict, the text of the Agreement, rather than such titles or headings. shall control 35. 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 36. Force Majeure: Except as provided in Section 24 to this Addendum, 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. 37. Attorney Review: The Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any party because that party drafted the Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of the Agreement. 38. Notices: Any notices or other documents required to be given or delivered under the Agreement shall be deemed to have been delivered when actually received in the case of hand or overnight delivery, or five (5) calendar days after mailing by first class mail, postage paid. or by fax with confirmation of transmission to the numbers below. All notices to the Seller will be deemed sent or delivered to the Seller when sent or delivered to Seller's listing broker or agent or Seller's attorney, at the address or fax number shown below on the signature page of this Addendum. All notices to the Buyer shall be deemed sent or delivered and effective when sent or delivered to the Buyer or the Buyer's attorney or agent at the address or fax number shown below. 39. Dispute Resolution: At the request of either party, any dispute arising under this Agreement shall be submitted to mediation before resort to arbitration or court action. Mediation fees shall be divided equally and each party shall bear his or its own attorney's fees and costs. Neither party may require binding arbitration prior to commencement of court action. although the parties may mutually agree to such arbitration. 40. EFFECT OF ADDENDUM: THIS REAL ESTATE PURCHASE ADDENDUM AMENDS A!JD1<StJPJ:ILlSM~NqlG THE CONTRACT AND, IF APPLICABLE, ESCROW INSTRUCTIONS. IN THE EVENT THE~i!V~~.y.8~~L1CT BETWEEN THIS ADDENDUM AND THE CONTRACT OR ESCROW INSTRUCTIONS OR NOTli!:'E3o~r &rHER DOCUMENTS ATTACHED AND MADE A PART OF THE AGREEMENT, THE TERMS OF THIS ADDENDUM TAKE PRECEDENCE AND SHALL PREVAIL, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW. n undersigned, if executing the Agreement on behalf of a Seller and/or a Buyer that is a corporation. partnership, trust L other entity, represents and warrants that he/she is authorized by that entity to enter into the Agreement and bind the entity to perform all duties and obligations stated in the Agreement. 41. Entire Agreement: The Agreement, including the disclosure of information on lead based paint and/or lead based paint hazards or the Seller Disclosure and Release Addendum or other disclosure forms or notices required by law, constitutes the entire agreement between the Buyer and the 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 the Buyer and the Seller. No oral promises, representations (expressed or implied), warranties or agreements made by the Seller and/or brokers or any person acting on behalf of The Seller shall be deemed valid or binding upon the Seller, unless expressly included in the Agreement. All negotiations are merged into the Agreement. The Seller is not obligated by any other written or oral statements or statements of financial terms statements made by the Seller, the Seller's representatives, or any real estate licensee. IN WITNESS WHEREOF. the Buyer and the Seller have entered into the Agreement as of the date first set forth above. BUYER(S): Signature: Date: Print Name: Bayshore/Gateway Community Redevelopment Agency Bayshore/Gateway Community Redevelopment Agency Address: 4069, Bayshore Drive, Naples. FL 34112 SELLER: American Home Mortgage Servicing,lnc. American Home Mortgage Servicing, Inc., as Agent in Fact For By: Title: Date: By: Social Security No.: Telephone: 2396431115 Fax: Signature: Date: Print Name: Address: Social Security No.: Telephone: Fax: BUYER'S AGENT: Buyer's Agent Name: Teddianne Wantz Address: , SELLER'S AGENT: Seller's Agent Name: Carter Wheeler Address: 10001 Tamiami Trail N. Naples, FL 34108 Telephone: 2392538458 Fax: Teiephone: 239-877-7626 Fax: 239-236-0332 BUYER'S ATTORNEY: Name: Address: SELLER'S ATTORNEY: Name: Address: Tolanho"'\n",,' ......,""t-"''-',........ Fax: Telephone: Fax: Agenda Item No. 16G2 November 18, 2008 EXHIBIT A Page 40 of 42 FINANCIAL TERMS ACKNOWLEDGEMENT Final Contract Date: AHMSI REO No.: Buyer Name: 11/03/2008 0022333371 Property Address: Planned Close of Escrow Date: Sales Price: Financing Type: Earnest Deposit: Down Payment Loan Amount (net): PerDiem: To be paid by Buyer to closer in advance of any written extensions by Seller Bayshore/Gateway Community Redeveiopment Agency Bayshore/Gateway Community Redevelopment Agency 2515, BECCA AVE. NAPLES, FL 34112 11/28/2008 $99,000.00 Cash $1,000.00 $99,000.00 $99.00 Requested Closing Costs Paid by Seller on Behalf of Buyer (Limited to loan guidelines) Origination Fee: Escrow: Title Fee: FHANA Allowable Costs: Non FHA / VA Buyer Closing Costs / Prepaids: FHANA Non Allowable Costs: Current Property Taxes: Property Transfer Taxes: Home Protection Policy: Other TOTAL: By Buyer/Lender: Fumigation/Chemical only: Termite Repairs: Pest Report Fee: Other TOTAL: BUYER(lnitials) SELLER(lnitials) CLOSER Company Name: Morris Hardwick Schneider Dba LandCastle Title LLC Phone: 813-249-9900 TITLE COMPANY Company Name: Phone: BROKER INFORMATION Listing Agent: Carter Wheeler Company: Amerivest Realty Selling Agent: Teddianne Wantz Company: Total Commissions: 6.0 %% or $5,940.00 Agent Bonus BUYER(lnitials) SELLER(lnitials) Agenda Item No. 16G2 r,ovember 18. 2008 Page 41 of 42 Contact person: JeffreySandler Fax: 813-249-9920 Contact person: Fax: Phone: 239-877-7626 Fax: 239-236-0332 Phone: 2392538458 Fax: Agenda Item No. 16G2 November 18, 2008 Page 42 of 42 ~ Parel'l No.IIl:S127tlS-IOOU6 Current Ownership I'roperty Atldressl12515 BEef'A AVE ~ Owner Namell IlEtTSClIE BA!\h: NA TIONAL Tn: Addressesl16:;OI IRVINE CENTER DR ~IIIRVI"'E _..L_ -'~~ IL. Zij;1r92lllS ~ 2118 .-J I I L-___~_ Le~l!.!]II{EBECCA WU~KS LOTS]6 + "':.7 __..______.___ __J II II 'II Township 50 IC=~II -Ii 25--ll OAt lr 'li St'ctitln Acres Map :\0. 5Al1 _II II Strap No. I - 7f"ISii.-o 265/\111 Sub No. ,.i~UsrCtlde 708100 WEEKS. REBECCA ! SIr-,;GI.E FA'\IILY IH~smENT1AL <~ MilhuH' .Area II (,3 JI ..I~MiII~ 12.6166 ~ 2008 Preliminary Tax Roll (Subjool 10 Ch.nge) Ifull Values shown helo\o\ equalO this pared was t'rcllt('d lifter the Final Tax Roll I Land Value iF $ 207.401iJlOl L. Olltc II Book ~ hgl.' ~I Amount I :(+)(~;I~::~~.~:hoe -.JL $~~::~:~:::::j I 07l21111H c: HHII-2313 ---l- $100.1101 I (-) SOH Exempt Vllllle .JL.. S 121.1(11.OOl11~.!'~! 20:~JILI -,- ~%'J - 26(,') ~1 S 0.110 i I (=l Assesst"d Value Jr= S 185.112.110 I ,~;)(;P;;~~=~~_~'____~.~~~_ S IOJ.llltll.lIill l (~) Homestead and other EXl.'mpl '"'ulur r. S 50.000.(10 I I (=) Taxable Valur [--_~_,___~JJS.21 :!.(liD ~Ofl '" "Sav<: (hII' f hll1l(',' l'\<:mpl V:dUl' Ju<, 10 ,:,IP un ~bse::s~m~nt illi:r<:asc.s Latest Sales History ImDlI , .' Patricia L. Morgan 16G 2'~ N~~/1tJ~ From: Sent: To: brock_m [MaryBrock@colliergov.net] Monday, November 17, 2008 8:22 AM Patricia L. Morgan; Ann P. Jennejohn; Bradley, Nancy; Allen, Debbie; Filson, Sue; Barbetta Hutchinson Item 16G2 Item 16G2.pdf Subject: Attachments: <<Item 16G2.pdf>> Good morning, Please see the revisions made to Item 16G2 and all back up material. Thanks, MJ **Sue...1 have 6 sets for your office. I'm here alone today, but will have Debbie deliver when she comes up for the first one-on-one, o.k.? Thanks, MJ 16G 2 N~~\~,~ Item 16G2: Substantial changes were made to this item and packets have been distributed to replace all documents in this item. The packet includes a revised executive summary and supporting documents and have been reviewed by the County Attorney's office. (Staffs request) 16G 2"j N4)~l~~~ Agenda Item: 16.G2 Date: November 18,2008 EXECUTIVE SUMMARY Recommendation for the Community Redevelopment Agency to approve the purchase of a residential property located in the Bayshore Gateway Triangle Area; waive the requirement for an appraisal; authorize the CRA Chairman to execute the real estate contract and Addenda; approve payment from Fund (187) and authorize the Executive Director to make payment in the amount of 599,000 pl..s cost and expenses to complete the sale of subject property; and authorize the demolition of the site structures after closing. Site address: 2515 Becca Avenue ($99,000) OBJECTIVE: Recommendation for the Community Redevelopment Agency to approve the purchase of a residential property located in the Bayshore Gateway Triangle Area; waive the requirement for an appraisal; authorize the CRA Chairman to execute the real estate contract and Addenda; approve payment from Fund (187) and authorize the Executive Director to make payment in the amount of $99,000 plus cost and expenses to complete the sale of subject property; and authorize the demolition of the site structures after closing. Site address: 2515 Becca Avenue ($99,000) CRA BACKGROUND: On March 14, 2000, the Collier County Board of County Commissioners made a finding of conditions of blight and adopted Resolution 2000-83 establishing the Community Redevelopment Agency. Florida Statute 163 gives the CRA powers to buy and sell real property. Specifically: . Florida Statutes 163.358 -- "Exercise powers in carrying out community redevelopment and related activities" -- gives the CRA power to acquire property. . Florida Statutes 163.370 -- "Powers; counties and municipalities, community redevelopment agencies" - delineates other powers necessary to carry out the purchase. SITE BACKGROUND: The subject site is located at the northeast corner of the intersection of Becca Avenue and Pine Street (EXHIBIT A), and has an underlying zoning of RMF-6. There exists a single-family residence built on two lots. The house has nwnerous additions and modifications that were not permitted or built to code. The parcel is bank-owned and offered as a result of foreclosure. The Collier Property Appraiser values the land at $207,400, the house at $98,974 for a 'just value' at $306,374 (EXHIBIT A). CONSIDERATIONS: Transportation: The site is adjacent to a non-aligned three-way intersection and traffic in two directions has marginalized traffic sight lines. The residents have been proactive in their neighborhood and successfully received approval for installation of speed bumps on Becca Avenue. Recently they logged requests with the Transportation Division to improve the function of the intersection for safety and safe passage concerns. Stormwater Management: The CRA has received several requests from residents concerning stonnwater drainage and standing water in yards, swales and street during major rain events. -1.6G 2 1 NQ~ \'t~ The Local CRA Advisory Board recommended the purchase of the subject site for $99,000 and future contribution of land, as needed, to improve the intersection and improve Becca Avenue drainage. Control of this site through CRA ownership will ensure the goals and objectives of the CRA's Local Neighborhood Initiative are met. LEGAL CONSDERATIONS: The real property proposed to be purchased by the CRA was acquired by the bank through foreclosure. The Agreement for Purchase and Sale, the Addendum A and the Real Estate Purchase Addendum have been reviewed by the County Attorney's office. Per staff, the addenda are forms required by the bank and may not be changed. In the addenda generated by the bank, the CRA is releasing the bank of any possible claim that it could have including defects in title and environmental liability. The CRA is also required to pay a per diem charge of $99-$100 per day if the closing is delayed. Staff does not anticipate a delay. The CRA's exposure, if any, resulting from the addenda is likely to be less than $2000. This item is not quasi-judicial and requires a majority vote.--HF AC FISCAL IMPACT: Funds in the amount of $99,000 plus cost and expe~ses for the purchase, and demolition of structures, are available in the Bayshore Gateway Triangle Fund (187) FY2009 budget for Capital Expenses. GROWm MANAGEMENT IMPACT: Policy 4.7 of the Future Land Use Element of the Growth Management Plan states that redevelopment plans may be developed for specific areas within the County, including the Bayshore Gateway Triangle CRA. Acquisition of this property is consistent with the Bayshore Gateway Triangle Redevelopment Plan. RECOMMENDATION: That the Collier County Community Redevelopment Agency: 1. Approve the attached Residential Contract & Addenda; 2. Authorize the CRA Chainnan to execute same on behalf of the Board; 3. Authorize the CRA Executive Director to make payment of all costs and expenses necessary to close the transaction from the Bayshore Gateway Triangle Fund (187); 2 ___.__..__1...6 G _.._, N~~Zeo-~ 4. Accept the conveyance of the property via Warranty Deed and authorize the CRA Executive Director or Assistant County Attorney to record same in the public records of Collier County, Florida; 5. Authorize the CRA Executive Director to demolish all structures after closing. Prepared by: Jean Jourdan on November 3, 2008 Project Manager, Bayshore Gateway Triangle Community Redevelopment Agency 3 EXHIBIT A 16G 2 ; -....---.--. .'1(!)--'~ .-'t- J.. NQJ~ "7> I '{.Pt'r-6 ~ Pared No.~ ,. Current Ownership Properly Addre5$1 Ow~~ City. Sttte~ Leealn '. . SeetioD ~. Township : Range Sub No. I ), ...~~ 2008 Preliminary Tax RoD (Subject to Change) If all Values shown below ~qual 0 this pareel was "rrlIt~d .nu the Final Tax Roll ~!_:'Pl..~H' (-) HO!ll~lead and olher Enm I Value .t :.. ,'; SOH ~ 'Save Our Homcs' exempt value due to cap on ISsessment increases. . .1:.';: ....~' '", ~t ." .. "". .;. . ::1 Zipft Acres Map No. I ':': MillaR AIU ~ ':. Millm Stnp No. Latest Sales History Date Book wrage AmouDt ':. : 4 1.6 G 2 il ~v~fi> (1Jt:>~ AGREEMENT FOR SAlE AND PURCHASE (FOR RESIDENTIAL LOTS FOR CRA WITH IMPROVEMENTS) (WHERE IMPROVEMENTS WILL BE REMOVED) THIS AGREEMENT is made and entered into this 18th day of November, 2008 by and between American Home Mortgage Servicing, Inc., as limited power of attorney for Deutsche Bank National Trust Company as Trustee for HIS Asset Securitization Corporation 2007-0PTt Mortgage Pass-Through Certificates, A Series 2007-OPTI whose address is 4600 Regent Boulevard, Suite 200, Irving, Tx., 75063-1730 (hereinafter referred to as "Sellen and Collier County Community Redevelopment Agency, whose address is 3301 Tamiaml Trial East, Naples FI., 34112 (hereinafter referred to as "Purchaser"). WITNESSETH WHEREAS, Seller owns certain improved property located at 2515 Becca Ave., Naples, Florida, and more particularly described in exhibit "A" which is incorporated herein by reference. together with all buildings, structures including improvements, fixtures, built-in appliances, refrigerators, stove, dishwasher, washer, dryer, ceiling fans, floor coverings and window treatments (hereinafter referred to as "Property"), and the personal property, if any, as listed on the attached Exhibit "A", free from Hens; WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and other agreements hereinafter set forth, and Seller is agreeable to such sale and to such conditions and agreements. NOW, THEREFORE, and for and in consideration of the premises and the respective undertakings of the parties hereinafter set forth and the sum of One Thousand Dollars ($1000.00), to be placed in escrow by the Purchaser within three (3) calendar days of the execution of this agreement by the CRA Board of Directors which the receipt and sufficiency of is hereby mutually acknowledged, it is agreed as folloWs: .I. ~GREEMENT 1.01 In consideration of the purchase price and upon the terms and conditions hereinafter set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the Property, described In Exhibit "A". 1.02 Seller's offer to sell the Property as represented by this Agreement will remain In effect without revocation until November 18, 2008. II. PAYMENT OF PURCHASE PRICE 2.01 The purchase price (the "Purchase Price") for the Property shall be NINETY NINE THOUSDAND DOLLARS ($99,000), U.S. Currency payable at time of closing. III. CLOSING 3.01 The Closing (THE .CLOSING DATE", "DATE OF CLOSING., OR "CLOSING") of the transaction shaH be held on or before November 28, 2008, unless extended by mutual written agreement of the parties hereto. The Closing ahaH be held at the Collier County Attorney's Office, Administration Building, 3301 Tamlaml Tra" East, Naples. Florida. The procedure to be followed by the parties in connection with the Closing shall be as foDows: 3.011 Seller shall convey a marketable title free of any liens, encumbrances, exceptions. or qualifications. Marketable title shall be determined according to applicable title standards adopted by the Florida Bar and in accordance with law. At the Closing, the Seller shaH cause to be delivered to the Purchaser the 1 lnlllal Seller 16G 2 ~\,~ items specified herein and the following documents and instruments duly executed and acknowledged, in recordable form: 3.0111 Warranty Deed in favor of Purchaser conveying title to the Property, free and clear of all liens and encumbrances other than: (a) The lien for current taxes and assessments. (b) Such other easements, restrictions or conditions of record. 3.0112 Combined Purchaser-Seller closing statement 3.0113 A "Gap,. Tax Proration, OWner's and Non-Foreign Affidavit," as required by Section 1445 of the Internal Revenue Code and as required by the title insurance underwriter in order to insure the "gap" and issue the policy contemplated by the title insurance commitment. 3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as required by the Internal Revenue Service. 3.0115 Such evidence of authority and capacity of Seller and its representatives to execute and deliver this Agreement and all other documents required to consummate this transaction, as reasonably determined by Purchaser's counsel and/or title company. 3.012 At the Closing, the Purchaser, or its assignee, shall cause to be delivered to the Seller the following: 3.0121 A negotiable Instrument (County Warrant) in an amount equal to the Purchase Price. No funds shall be disbursed to Seller until the Purchaser or Title Company vermes that the state of the title to the Property has not changed adversely since the date of the last endorsement to the commitment, referenced in Section 4.011 thereto, and the Purchaser or Title Company Is irrevocably committed to pay the Purchase Price to Seller and to issue. the OWner's title policy to Purchaser in accordance with the commitment immediately after the recording of the deed. 3.0122 Funds payable to the Seller representing the cash payment due at Closing in accordance with Article III hereof, shall be subject to adjustment for prorations as hereinafter set forth. 3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at Its sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida statutes, and the cost of recording any instruments necessary to clear Seller's title to the Property. The cost of the Owner's Form B TItle Policy, Issued pursuant to the Commitment provided for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment shall also be paid by Purchaser. 3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and any other applicable exemptions and paid by Seller. If Closing occurs at a date which the current year's millage is not fixed, taxes wiD be prorated based upon such prior year's mftlage. IV. REQUIREMENTS AND CONDITIONS 4.01 Upon execution of this Agreement by both parties or at such other time as specified within thie Article, Purchaser and/or Setter, as the case may be, shall perform the following within the times stated, which shall be conditions precedent to the Closing; 2 InlllalSeller -..-.--..-16B- 2 ~f6\~ 4.011 Within ten (10) days after the date hereof, Purchaser shall obtain as evidence of title an AlTA Commitment for an Owner's Title Insurance Policy (Al TA Form B-1970) covering the Property, together with hard copies of all exceptions shown thereon. Purchaser shall have thirty (30) days, following receipt of the title Insurance commitment, to notify Seller In writing of any ob~on to title other than liens evidencing monetary obligations, if any, which obligations shall be paid at closing. If the title commitment contains exceptions that make the title unmarketable, Purchaser shall deliver to the Seller written notice of its intention to waive the applicable contingencies or to terminate this Agreement. 4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in Seller's title In the manner herein required by this Agreement, the title shall be deemed acceptable. Upon notification of Purchaser's objection to title, Seller shalf have thirty (30) days to temedy any defects In order to convey good and marketable title, except for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole expense, shall use its best efforts to make such title good and marketable. In the event Seller is unable to cure said objections within said time period, Purchaser, by provfding written notice to Seller within seven (7) days after expiration of said thirty (30) day period, may ac:cept title 8S It then is, waMng any objection; or Purchaser may terminate the Agreement. A failure by Purchaser to give such written notice of termination within the time period provided herein shall be deemed an election by Purchaser to accept the exceptions to titfe as shown in the title commitment. 4.013 Purchaser shall have the option, at its own expense, to obtain a current survey of the Property prepared by a surveyor licensed by the State of Florida. No adjustments to the Purchase Price shall be made based upon any change to the total acreage referenced In Exhibit "Aft, if any. Seller agrees to fumish any existing surveys of the Property, if any, to Purchaser within thirty (10) days of execution of this Agreement. 4.014 Seller agrees that all tenants will vacate the Property prior to closing and that the Property and all habitable structures will be free of garbage, debris or personal property. The improvements on the Property shaD be broom-clean and in good condition. Buyer has the right to inspect all properties the day of closing to confirm. Failure to convey properties by Seller as described in this paragraph win cause delay of closing. 4.015 Buyer acknowJedges the improvements on the properly are being sold "as is~ but title shall be delivered free and clear of all liens and encumbrances. V. APPRAISAL PERIOD 5.01 Purchaser shall until November 18, 2008 (Appraisal Period), to obtain the required appraisal(s) in order to determine the value of the Property pursuant to the requirements of Florida Statutes 125.355. 5.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of the independent appraisal(s), purchaser shall deliver to the Seller within ten (10) days from the expiration of the Appraisal Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser fails to notify the Seller In writing of its specific objections as provided herein, it shan be deemed that the Purchaser is satisfied with the results of its investigation and the contingencies of this Artic:le V shall be deemed waived. In the event Purchaser elects to terminate this Agreement copies of the appraisal reports shall be fumlshed to the Seller. VI. INSPECTION PERIOD 3 Inillal Sellel' , I I I ND~i<t5 [)ft)~ 6.01 Purchaser shall have until 5:00 p.m., on November 18, 2008, f'lnspection Period"), to determine through appropriate investigation that: 1. Soil tests and engineering studies indicate that the Property can be developed without any abnormal demucking, soH stabilization or foundations. 2. There are no abnormal drainage or environmental requirements to the development of the Property. 3. The Property is In compliance with all applicable State and Federal environmental laws and the Property is free from any pollution or contamination. 4. The Property can be utilized for its intended purpose. 6.02 If Purchaser is not satisfied, for any reason whatsoever, with the results of any investigation. Purchaser shall deliver to Seller prior to the expiration of the Inspection Period, written notice of its intention to waive the applicable contingencies or to terminate this Agreement. If Purchaser falls to notify the Seller in writing of its specific objections as provided herein within the Inspection Period. it shall be deemed that the Purchaser is satisfied with the results of its investigations and the contingencies of this Article VI shall be deemed waived. In the event Purchaser elects to terminate this Agreement because of the right of inspection, Purchaser shall deliver to Seller copies of all englneerii1g reports and environmental and soil testing results commissioned by Purchaser with respect to the Property. 6.03 Purchaser and its agents, employees and servants shall, at their own risk and expense, have the right to go upon the Property for the purpose of surveying and conducting site analyseS, soil borings and all other necessary investigation. Purchaser shall,in performing such tests, use due care and shall indemnify Seller on account of any loss or damages occasioned thereby and against any claim made against Seller as a result of Purchaser's entry. Seller shall be notified by Purchaser no less than twenty four (24) hours prior to said inspection of the Property. VII. INSPECTION 7.01 Seller acknowledges that the Purchaser, or Its authorized agents, shall have the right to inspect the Property at any time prior to the Closing. VIH. POSSESSION 8.01 Purchaser shall be entitled to full possession of the Property at Closing. IX. PRORATIONS 9.01 Ad valorem taxes next due and payable, after closing on the Property, shall be prorated at Closing based upon the gross amount of 2008 taxes, and shall be paid by Seller. X. TERMINATION AND REMEDIES 10.01 If Seller shall have failed to perform any of the covenants and/or agreements contained herein which are to be performed by Seller. within ten (10) days of written notification of such failure, Purchaser may, at its option. terminate this Agreement by !;Jiving written notice of termination to Seller. Purchaser shall have the right to seek and enforce all rights and remedies available at law or in equity to a contract vendee, Including the right to seek specific performance of this Agreement. 10.02 If the PurchaSer has not terminated this Agreement pursuant to any of the provisions authorizing such termination, and Purchaser falls to close the transaction contemplated hereby or otherwise falls to perform any of the terms, covenants and conditions of this Agreement as required on the part of Purchaser to be performed, provided Seller is not in default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel this Agreement by giving written notice thereof to Purchaser, whereupon Q!!! percent f1%) of the purchase price shall be paid to Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and neither party shall have any further liability or obngation to the other except as set 4 Initial Seller 16G 2~ NDb\"~llf~ forth in paragraph 13.01, (Real Estate Brokers), hereof. The parties acknowledge and agree that Seller's actual damages ih the event of Purchaser's default are uncertain in amount and difficult to aSC$rtaln, and that said amount of liquidated damages was reasonably determined by mutual agreement between the parties, and said sum was not intended to be a penalty in nature. 10.03 Should any litigation or other action be commenced between the parties concerning the Property or this Agreement, the party prevailing in such litigation or other action shan be entitled, In addition to such relief as may be granted, to a reasonable sum for its attorney's fees, paralegal charges and all fees and costs for appellate proceedings in such litigation or other action; which sum may be determined by the court or in a separate action brought for that purpose. 10.04 The parties acknowledge that the remedies described herein and in the other provisions of this Agreement provide mutually satisfactory and sufficient remedies to each of the parties, and take Into account the peculiar risks and expenses of each of the parties. XI. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES 11.01 Seller and Purchaser represent and warrant the following: 11.011 Seller and Purchaser have full right and authority to enter Into and to execute this Agreement and to undertake all actions and to perform all tasks required of each hereunder. Seller Is not presently the subject of a pending, threatened or contemplated bankruptcy proceeding. 11.012 Seller has full right, power, and authority to own and operate the Property, and to execute, deliver, and perform its obligations under this Agreement and the instruments executed In connection herewith, and to consummate the transaction contemplated hereby. All necessary authorizations and approvals have been obtained authorizing Seller and Purchaser to execute and consummate the transaction contemplated hereby. At Closing, certified copies of such approvals shall be delivered to Purchaser and/or Seller, If necessary. 11.013 The warranties set forth In this Article shall be true on the date of this Agreement and as of the date of Closing. Purchaser's acceptance of a deed to the said Property shall not be deemed to be full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this Agreement. 11.014 Seller represents that it has no knowledge of any actions, suits, claims, proceedings, litigation or investigations pending or threatened against Seller, at law, equity or in arbitration before or by any federal, state, municipal or other govemmentallnstrumentality that relate to this agreement or any other property that could, if continued, adversely affect Sellel's ability to sell the Property to Purchaser according to the terms of this Agreement. 11.015 No party or person other than Purchaser has any right or option to acquire the Property or any portion thereof. 11.016 Until the date fixed for Closing, SO long as this Agreement remains in force and effect, Seifer shall not encumber or convey any portion of the Property or Bny rights therein, nor enter into any agreements granting any person or entity any rights with respect to the Property or any part thereof, without first obtaining the wrftten consent of Purchaser to such conveyance, encumbrance, or agreement which consent may be withheld by Purchaser for any reason whatsoever. 11.017 Seller represents that there are no Incinerators, septic tanks or cesspools on the Property; all waste, If any, is discharged into a public sanitary sewer system; Seller represents that they have fit has) no knowledge that any pollutants are or have been discharged from the Property, directly or Indirectly 5 InlllalSeIter 16G 2~ N9\I~'~,2w9( into any body of water. Seller represents the Property has not been used for the production, handling, storage, transportation, manufacture or disposal of hazardous or toxic substances or wastes, as such tenns are defined in applicable laws and regulations, or any other activity that would have toxic results, and no such hazardous or toxic substances are currently used In connection with the operation of the Property, and there is no proceeding or Inquiry by any authority with respect thereto. Seller represents that they have (it has) no knowledge that there is ground water contamination on the Property or potential of ground water contamination from neighboring properties. Seller represents no storage tanks for gasoline or any other substances are or were located on the Property at any time during or prior to Seller's ownership thereof. Seller represents none of the Property has been used as a sanitary landfill. 11.018 Seller has no knowledge that the Property and Seller's operations concerning the Property are in violation of any applicable Federal, State or local staMe, law or regulation, or of any notice from any governmental body has been served upon Seller claiming any violation of any law, ordinance, code or regulation or requiring or calling attention to the need for any work, repairs, construction, alteratione or installation on or In connection with the Property in order to comply with any laws, ordinances, codes or regulation with which Seller has not complied. 11.019 There are no unrecorded restrictions, easements or rights of way (other than existing zoning regulations) that restrict or affect the use of the Property, and there are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Property. 11.020 Seller has no knowledge that there are any suits, actions or arbitration, bond Issuances or proposals therefor, proposals for public improvement assessments, pay-back agreements, paving agreements, road expansion or improvement agreements, utility moratoriums, use moratoriums, Improvement moratoriums, administrative or other proceedings or govemmentallnvestigations or requirements, fonnal or infonnal, existing or pending or threatened which affects the Property or which adversely affects Seller's ability to pertonn hereunder; nor is there any other charge or expense upon or related to the Property which has not been disclosed to Purchaser in writing prior to the effective date of this Agreement. 11.021 Seller acknowleclges and agrees that Purchaser is entering Into this Agreement based upon Seller's representations stated above and on the understanding that Seller will not cause the zoning or physical condition of the Property to change from its existing state on the effective date of this Agreement up to and including the Date of Closing. Therefore, SeHer agrees not to enter into any contracts or agreements pertaining to or affecting the Property and not to do any act or omit to perfonn any act which would change the zoning or physical condition of the Property or the govemmental ordinances or laws governing same. Seller also agrees to notify Purchaser promptly of any change in the facts contained in the foregoing representations and of any notice or proposed change In the zoning, or any other action or notice, that may be proposed or promulgated by any third parties or any governmental authorities having jurisdiction of the development of the property which may restrict or change any other condition of the Property. 11.022 At the Closing., Seller shall deliver to Purchaser a statement (hereinafter called the wClo$ing Representative Statement; reasserting the foregoing representations as of the Date of Closing, which provisionS shall survive the Closing. 11.023 Seller represents, warrants and agrees to indemnify, reimburse, defend and hold Purchaser halmtess from any and all costs (including attorney's fees) asserted against, Imposed on or Incurred by Purchaser, directly or indirectly, pursuant to or in connection with the application of any federal, state. local or common law relating to pollution or protection of the environment which shall be 6 Inalal Seller 16G 2.. t-:Jf)lJe,vl\ wt~ I ~% in accordance with, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,42 U.S.C. Section 9601, et seq., rCERCLA" or "Superfund"), which was amended and upgraded by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), Including any amendments or successor In function to these acts. This provision and the rights of Purchaser, hereunder, shall survive Closing and are not deemed satisfied by conveyance of title. 11.024 Seller has no knowledge of the existence of radon on the Property or any radon mitigation having been performed on the Property. 11.025 Seller has no knowledge of any mold remediation having been performed on the Property. 11.026 Any loss and/or damage to the Property between the date of this Agreement and the date of Closing shall be Seller's sole risk and expense. XU. NOTICES 12.01 Any notice, request, demand, Instruction or other communication to be given to either party hereunder shall be in writing, sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: Collier County Redevelopment Agency BayshorelGateway Triangle clo David Jackson, Executive Director 4069 Bayshore Drive Naples, Florida 34112 If to Seller: Jeff Kaltzkow County Attomey Offica of the County Attomey Harmon Tumer Building 3301 Tamlaml Trail ease Naples, Florida 34112 American Home Mortgage Servicing, Inc. 4600 Regent Boulevard Irving, TX 75063-1730 With a copy to: With a copy to: 12.02 The addressees and addresses for the purpose of this Article may be changed by either party by giving written notice of such change to the other party In the manner provided herein. For the purpose of changing such addresses or addressees only, unless and until such written notice Is received, the lalOt addressee and respective address stated herein shall be deemed to continue in effect for all purposes. XfII. REAL ESTATE BROKERS 13.01 Any and all brokerage commissions or fees shall be the sote responsibility of the Seller. Seller shalllndemnlfy Purchaser and hold Purchaser harmless from and against any claim or liability for commission or fees to any broker or any other person or party claiming to have been engaged by Seller as a real estate broker, salesman or representative, In connection with this Agreement. Seller agrees to pay any and 7 InlIlal Seller '1 __.16._.6_ ._2 N{)~bMW t<'( (?t.xfl, all commissions or fees at closing pursuant to the tenns of a separate agreement, if any. XIV. ~ISCELLANEOUS 14.01 This Agreement may be executed in any manner of counterparts which together shall constitute the agreement of the parties. 14.02 This Agreement and the tenns and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and assignees whenever the context so requires or admits. 14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless such amendment is in writing and executed and dated by Purchaser and Seller. Any amendment to this Agreement shall be binding upon Purchaser and Setler as soon as it has been executed by both parties. 14.04 Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or Intent of this Agreement or any provisions hereof. 14.05 All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 14.06 No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 14.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday, then the date to whioh such reference is made shall be extended to the next succeeding business day. 14.08 Seller is aware of and understands that the "offer" to purchase represented by this Agreement is subject to acceptance and approval by the Collier County Community Redevelopment Agency. 14.09 If the Seller holds the Property In the fonn of a partnership, limited partnership, corporation. trust or any form of representative capacity whatsoever for others, Seller shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial Interest in the Property before Property held In such capacity is conveyed to Collier County. (If the corporation Is registered with the Federal Securities Exchange Commission or registeied pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the proVisions of Chapter 286, Florida Statutes.) 14.10 This Agreement is governed and construed in accordance with the laws of the State of Florida. XV. ENTI.RE AGREEMENT 15.01 This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included In this Agreement or any such referenced agreements has been or is being relied upon by either party. No modification or amendment of this Agreement shall be of tiny force or effect unless made In wtItlng and executed and dated by both Purchaser and Seller. Time is of the essence of this Agreement. s InlllalSe1lel: 16G 2" ~/<i>)~r IN WITNESS WHEREOF,lho pelties hereID have Ilgned below. Dated ProjedJAcqulsllicn Approved by Bee: AS TO PURCHASER' DATED: ATTEST: DWIGHT E. BROCK. CIeItI COlUER COUNTY COMMUNITY REDEVELOPMeNT AGENCY , Deputy CIeItl BY: DONNA FIAI.A, CIl8innwJ AS TO SELLER: DATED: WITNESSES: (SIgnature) BY: American Home Mong.ge SeIvicing, Inc., IS IImIfed poww of IItomey for Deu1IIche Bank NatIon8I Trust Compeny .. TNItee for HIS AIMt SecurItIzalIon CorporatIon 2OO7-of>T1 Mortgage Paw- Through CIftiliceteI, A Series 2007- OPTI (Printed Name) (PrInted Name) (PrInt Tille) (Signature) (Prtnted Name) Approved as tg form lIl'ld IegaIlufIldency: @ HeIdI AsJ1IonoCIcIco Alslltant County Attomey , .---- .. ---------- ..-16 G 2 Nt)I~~ {\I~ EXHIBIT "A" LOTS 26 AND 27 OF REBECCA WEEKS SUBDIVISION OF TRACT 41 OF NAPLES GROVE AND TRUCK CO'S LITTLE FARM NO.2 ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 2 PAGE 81 OF THE PUBLIC RECORDS OF COLLIER COUNTY. J=LORIDA Folio #81270840006 10 InlllalSel1llr 16G 2 NflV~W fo,lM\ ADDENDUM" A" FIRST ADDENDUM TO CONTRACT Seller: American Home Servicing, Inc. as limited power of attorney for Deutsche Bank National Trust Company as Trustee for HSl Asset Securitization Corporation 2007-OPTI Mortgage Pass-Through Certificates, Series 2007-OPTI. Collier County Community Buyer: Buyer: Redevelopment Agency Property Address: 2515 Becca Ave City, State: Naples FL 34112 (together with any improvements thereon, the "Property") Addendum 1111812008 Date: ASSET NUMBER: 0022333371 Contract Title Agreement For Sale and Purchase aDd Date: 11/1812008 (the "Contract") Offer Expiration Date: 5:00 p.m. (EST) on 11/19/2008 (the "Offer Expiration Date") BUYER(S) AND SELLER AGREE AS FOLWWS: (A) OFFER AND ACCEPTANCE: Buyer acknowledges and agrees that: (i) Seller has reserved the right to receive multiple offers and make multiple c:ounter-offers with respect to the Property which are the subject of the Contract; (ii) Seller reserves the right to continue to offer the Property for sale until both the Contract and this Addendum (as defined in Paragraph C below) have been fully executed and delivered by Buyer and Seller; and (iii) this counter-offer shall expire at 5:00 p.m. (EST) on the Offer Expiration Date. Seller's acceptance of another offer and/or c:oumer-offer prior to the full execution and delivery of the Contract and this Addendum by both Buyer and Seller shall constitute Seller's revocation of this counter-offer and automatically render this Addendum null and vokt Buyer's communication of its acceptance of this c:ounter-otTer (as evidenced by delivery ofa signed copy of this Addendum) must be rec:eived by Seller or Seller's agent in writing prior to 5:00 p.m. (ESl) on the Offer Expiration Date. In no event shall Seller have any obligation to Buyer whatsoever unless and until Seller fully-executes and delivers both the Contract and this Addendum to Buyer. SUMMARY OF MATERIAL DATES AND AMOUNTS IN THE AGREEMENT; CERTAIN DEFINITIONS: (i) The tcnn "Sale PrIce" shall mean $ 99000.00 (ii) The tenn "Earnest Money Deposit" shall mean $1000.00 , due at the signing of this Addendum. (iii) The tenn "Additional Deposit" shall mean $0.00, due upon the removal of all inspection contingencies. Buyer shall deliver the balance of the Sale Price in the amount of 598000.00 into the escrow by wire transfer at least one (1) business day prior to the Closing Date. (iv) The term "Deposit" shall mean the sum of the Earnest Money Deposit, Additional Deposit and any other subsequent deposits held in escrow or otherwise intended to be applied toward the Sales Price. The Deposit shall be non-refundable except in c:onnection with Paragraph F of this Addendum or as expressly provided otherwise in this Addendum. Buyer's Initials: Seller's Initials: Page I of 12 16G 2 '. N~~I1Jb" (v) The term "Agreement" shall mean, collectively, the Contract, this Addendum and any addenda, supplements, riders or amendments thereto. (vi) The term "Closing Date" sball mean on or before 1112812008. (B) CONFLICf BETWEEN THE CONTRACf AND THIS ADDENDUM: In the event any provision of this Addendum "A" First Addendum To Contract (this "Addendum") conflicts in whole or in part with any of the terms and conditions of the Contract, the terms of this Addendum shall control the rights and obligations of the parties. (C) ASSIGNMENT OF THE AGREEMENT: Buyer shall neither assign its rights nor delegate its obligations under the Agreement without obtaining Seller's prior written consent, which consent may be withheld in Seller's sole discretion. In no event shall any assignment relieve Buyer from its obligations under the Agreement. If Buyer attempts to or actually assigns the Agreement or delegates its obligations under the Agreement without obtaining seller's prior written consent, then the Agreement may be deemed null and void at Seller's election. If Seller elects to nullity the Agreement as a result of any such assignment, then Seller shall be entitled to retain the Deposit in accordance with Paragraph K of this Addendum. seller may assign the Agreement at its sole discretion without prior notice to, or consent of, the Buyer. (D) NO REPRESENTATIONS OR WARRANTIES; PROPERTY SOLD" AS IS": Buyer acknowledges and understands that the Property is being purchased and sold as-is, where-is and with all faults. Buyer further acknowledges and understands that the Property was acquired by Seller through a foreclosure or other similar action and therefore, Seller Is not an owner-oecupant and Seller's informadon concemlag tbe Property and its condition Is extremel)' limited. Accordingly, Buyer acknowledges and undcntands that Seller makes no rcpreseotations or warranties, express or Implied, regarding any known or unknown, apparent or latent defects in the Property or any appurtenant systems, including, without limitation, plumbing, heating, air conditioning and electrical systems, fixtures, appliances, roof, sewers, septic, soil conditions, foundation, structural Integrity, environmental condition (including, witbout limitation, the presence hazardous or toxic substances), pool or related equipment. Seller makes DO represeotatioDS or warranties, express or Implied, as to (i) the condition of the Property or any ofthe Property's.ystems or Improvements, or (ii) tbe habitability, marketabDIty, profitability, serviceability or fitness for a particular use of the Property or an)' component of the Property. Buyer further acknowledges and agrees tbat the Sale Price and the terms and conditions set forth in the Agreement are the result of arm's-length bargaining between parties familiar with transactions of tbis kind and said price, terms and condidons reflect the fact that Buyer shall bave the benefit of, and is relying upon, no statements, representations or warranties, express or implied, whatsoever reladng to any aspect of the Property made by or enforceable direcdy agalost Seller, any amllate of Seller or any broker or agent of Seller, including, witbout limitation, any statements, representations or warranties relating to the known or unknown condidon, dimensions, Iquare footage, descriptions, soli CODdidon, suitability, availability of water and other utilities, compliallee or lack of compliance with any state, federal, county or local law, ordinance, order, zoning, rule, permit or regulation or a.y otber attribute or matter of or relating to the Property. Buyer represents, warrants aDd covenants to Seller that Buyer is relying solely upon its own iaspectlou and investigation of the Property. If Seller obtains or has obtained the services, opinions or work product of surveyors, architects, engineers, title companies, governmental authorities or any other person or endty with respect to the Property, Buyer and Seller a&ree that SeUer shall do so only for the convenience of both parties and the reliance by Buyer upon any such services, opinions or work product shall not create or give rise to any liability of or agalost SeUer. Tbe closing of this sale shall constitute acknowledgement by tbe Buyer tbat the condition of the Buyer's Initials: Seller's Initials: Page 2 of 12 16G 2 ~wt'b,w~ Property and aU components thereof is aceeptable to the Buyer at that time. The Buyer agrees that Seller shall have no liability for any claims or losses the Buyer or the Buyer's successors or assips may incur as a result of defects that may now or hereafter exist with respect to the Property or any componentthereot The parties agree that Seller is exempt from filing a disclosure statement as the Property was acquired through foreclosure, deed~in-Jieu of foreclosure, forfeiture, tax sale, eminent domain or similar process. For Alaska transactions, the Seller and the Buyer have previously executed a waiver of the discIos\U'e provisions of Alaska statutes. (E) FINANCING CONTINGENCY: lJL) (2) All Casb Transaction: The purchase and sale of the Property is an aU-cash sale and purchase and is NOT contingent upon Buyer's obtaining financing for the purchase of the Property regardless of any mortgage loan applioation made by Buyer to any lending Institution. Buyer understands and agrees that neither delivery of a commitment for a mortgage loan from any lending institution nor Buyer's acceptance of such a commitment will in any way be a condition of Buyer's obligations Wider the Agreement. Buyer represents to Seller that Buyer has sufficient readily available funds to complete the purchase of the Property and will submit proof of such funds upon request of Seller. If Buyer is unable to deliver the full Sale Price to Seller on the Closing Date, then Seller shall be entitled to retain tbe Deposit as liquidated damages pursuant to Paragraph K below. (F) CLOSING COSTS: Buyer agrees to pay all of Buyer's closing costs, including the cost of any fees, interest and charges imposed by Buyer's Lender. Buyer understands tbat it may also have to pay certain prepayable expenses including, without limitation, property taxes, water and sewer charges, and insurance. Regardless of local custom or practice, the Buyer shaD pay any and all real estate transfer taxes due as a rcsuh of the conveyance of the Property. The Buyer shall pay all other costs and fees incurred in the transfer of the Property, except as expressly assumed by the Seller in the Agreement. Buyer also agrees to pay Seller a document preparation/review fee of Ninety-nine DoDars ($99.00) on the Closing Date. This fee Iball be delivered to escrow and disbursed on tbe CloslDg Date per Wire InstruetioDs provided by Seller. (G) INSPECTIONS: Buyer, at Buyer's sole cost and expense after Seller's delivery of notice to Buyer of Seller's written acceptance of this Addendum, shall have the opportunity to inspect all aspects of the Property Including testing regarding, without limitation, environmental, asbestos, radon gas. lead paint, mold, physical defects including structural defects, roof. basement, mechanical systems such as heating and air conditioning, electrical systems, sewage and septic systems, plumbing, exterior site drainage, tcnnite and other types of pest IIld insect infestation or damage caused by such infestation, boundary surveys, and unrecorded costs, liens, assessments. or judgments including, without limitation, code violations, taxes, utility liens, or condominium assessments. Any and aU costs and expenses associated with any such inspection shall be referred to as "InspeetJoll Costs". In no event, Including, but not limited to, If the sale of the Property fails to close due to an issue stemming from any such inspection, shall Seller be required to reimburse Buyer fur any Tnspeetion Costs. Seller will not supply surveys, boundary surveys or footprint surveys or any other documents with respect to the Property. If the Property is a condominium or planned unit development or Buyer's Initials: Seller's Initials: Page 3 of 12 16G 2 . N~t1I~ co-operative, unless otherwise required by law, the Buyer, at the Buyer's own expense, is responsible fOT obtaining lIJld reviewing the covenants, conditions and restrictions lIJld bylaws of the condominium or planned unit development or cooperative. Mold, mildew spores and/or other microscopic organisms and/or allergens (collectively referred to in this paragraph as "Mold") are environmental conditions that are common in residential properties and may affect the Property. Mold, in some fonns, has been reported to be toxic and to cause serious physical injuries, including but not limited to, allergic and/or respiratory reactions or other problems, particularly in persons with immune system problems, young children and/or elderly persons. MoM has also been reported to cause extensive damage to personal and real property. Mold may have been removed or covered in the course of any cleaning or repairing of the Property. The Purchaser acknowledges that, if Seller, or any of Seller's employees, contractors, or agents cleaned or repaired the Property or remediated Mold contamination, that Seller does not in any way warrant the cleaning, repairs or remediation. Purchaser accepts full responsibility for all hazards that may result from the presence of Mold in or around the Property. The Purchaser is satisfied with the condition of the Property notwithstanding the past or present existence of Mold in or around the Property and Purchaser has not in any way, relied upon any representations of Seller, Seller's employees, affiliates, servicers, brokers, officers, directors, contractors, or agents concerning the past or present existence of Mold in or around the property. BUYER IS ENCOURAGED TO OBTAIN TIlE SERVICES OF A QUALIFIED AND EXPERIENCED PROFESSIONAL TO CONDUCT INSPECTIONS AND TESTS IN, ON AND UNDER THE PROPERTY PRIOR TO THE END OF THE SEVEN (7) CALENDAR DAY INSPECfION PERIOD (AS DESCRIBED BELOW), AS TO THE EXISTENCE OF CERTAIN CONDITIONS, INCLUDING, WITHOUT LlMITATION, ANY OF THOSE LISTED IN THIS PARAGRAPH H, THAT COULD CAUSE SERIOUS HEALTH PROBLEMS AND/OR A SUBSTANTIAL REDUCTION IN PROPERTY VALUE, Buyer hereby agrees and acknowledges that Buyer is solely responsible for any requited remediation and/or resulting damages, including, without limitation, any effects on healtb, due to a condition in, on, under or around the Property. In the event the Property is affected by an environmental hazard, as detennined by the Seller, either party may terminate the Agreement and the Deposit shall be returned to Buyer. In tbe event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property despite any environmental hazard. the Buyer agrees to execute a release and hold harmless agreement at closing, in a form acceptable to Seller. In the event the Buyer elects not to execute the release and hold harmless agreement, at the Seller's discretion, the Agreement is automatically terminated upon notice given to Buyer and Seller shall retain the Deposit. If there is an enforcement proceeding arising from allegations of violation of building codes or similar laws or regulations before an enforcement board. special master, court or similar enforcement body, lIJld neither the Buyer nor the Seller terminate tbe Agreement, tbe Buyer agrees (a) to accept the Property subject to the violations, and (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceeding. Buyer agrees to execute any and all documents necessary or required for closing by any agency with jurisdiction over the Property. Buyer shall keep the Pro~ free and clear of any mechanics' liens or materialmen's liens related to Buyer's examination and investigation and Buyer shall protect, defend, indemnifY and hold Seller (and Seller's agents, scrvicers, employees, contractors, brokers, shareholders, affiliates, officers lIJld directors, collectively, the "Seller Indemnitees") harmless from and against any and all losses, costs, expenses (including attorneys' fees and actually incurred court costs), claims, damages, liens and stop notices whatsoever and shall repair any and all damages to any portion of the Property to the extent arising out of or related (directly or indirectly) to Buyer's andlor Buyer's consultants/contractors conducting (but not the results tbereof) such inspections, surveys, tests and studies. Buyer shall provide Seller with written notice at least two (2) dap prior to Buyer's entry onto the Property. If Buyer fails to timely deliver to Seller written notice orits cancellation of the Agreement fot any reason, Buyer's Initials: Seller's Initials: Page 4 ofl2 166 2 N~~ r'D,iPII on or before 5:00 p.m. (EST) on the date SEVEN (7) calendar days after the date of this Addendum (the "Inspection Period Deadline"), Buyer shall conc::lusively be deemed to have: (i) completed llDd approved of all inspections and investigations, reviewed all applicable d()(;uments and disclosures; (ii) elected to proceed with the transaction; and (Hi) assumed all liability, responsibility and expense for any required repairs or corrections other than for items which Seller has otherwise agreed in writing to repair or correct. If Buyer timely objects to the condition of the Property by the Inspection Period Deadline, then Buyer, as Buyer's sole option, may terminate the Agreement and neither party shall have any further obligations under the Agreement As a condition to Buyer's right to tcnninate the Agreement prior to the Inspection Period Deadline, Buyer asrees to $Ubmit to Seller any and all written reports ~Iting from any inspections conducted or ordered by Buyer within three (3) calendar days following the close of the Inspection Period Deadline. Upon Seller's receipt of such reports, the Deposit will be refunded to Buyer. (H) SELLER'S UNLIMITED RIGHT TO CANCEL THE AGREEMENT: AT ANY TIME SELLER SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO ELECf TO DEEM THE AGREEMENT NULL AND VOID IF (I) REQUIRED BY APPLICABLE LAW, (m REQUIRED BY ANY EXISTING CONTRACT OR AGREEMENT BINDING UPON SELLER AND/OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY AGREEMENTS WITH THE PRIOR OWNER OF THE PROPERTY, ANY MORTGAGE INSURER OR ANY MORTGAGE BROKER. UPON SELLER'S DELIVERY OF WRITfEN NOTICE TO BUYER OF SELLER'S ELECTION TO NULLIFY THE AGREEMENT PURSUANT TO THIS PARAGRAPH, THE PARTIES SHALL BE RESTORED TO THEIR ORIGINAL POSITIONS AS IF THE AGREEMENT NEVER EXISTED. SHOULD SELLER EXERCISE ITS DECISION TO NULLIFY THE AGREEMENT, THE DEPOSIT SHALL BE RETURNED TO BUYER. BUYER AGREES THAT SHOULD SELLER NULLIFY THE AGREEMENT PURSUANT TO THIS PARAGRAPH, BUYER WAIVES ITS RIGHT TO SUE SELLER FOR SPECIFIC PERFORMANCE AND/OR DAMAGES AND FULLY RELEASES SELLER AS FURTHER SET FORTH IN THE RELEASE CONTAINED WITIllN PARAGRAPH V OF TIllS ADDENDUM. (Buyer'aIDltials) (Bayer'aIDldals) I HAVE READ THIS PARAGRAPH AND I AM INITIALING TO VERIFY TIlAT I ACCEPT IT AS PART OF TIlE AGREEMENT (I) R~P AIRS: Any repairs to the Property identified by Buyer or which may be required by Buyer's Lender (collectively, "Repairs") are the sole responsibility of Buyer. Seller shall have no obligation to make any Repairs to the Property whatsoever. Buyer agrees not to enter the Property prior to the Closing Date for the purpose of making any Repairs or any other alterations without Seller's express prior written consent. (J) LIOUIDATED DAMAGES: DEPOSIT: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IF THE AGREEMENT HAS NOT BEEN TERMINATED BY BUYER OR SELLER FOR AN EXPRESS REASON PROVIDED IN THE AGREEMENT WHICH REQUIRES THE DEPOSIT TO BE RETURNED TO BUYER AND IF THE SALE OF THE PROPERTY TO BuYER HAS NOT BEEN CONSUMMATED FOR ANY REASON OTHER THAN SELLER'S DEFAULT UNDER THE AGREEMENT, OR UPON THE OCCURRENCE OF ANY DEFAULT OF BUYER UNDER THE AGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES. THE PARTIES A.GREE THAT IT WOULD BE IMPRACfICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BuYER'S DEFAULT AND/OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THE AGREEMENT AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF Buyer's Initials: Seller's Initials: Page S of 12 16G 2 ~~ffwl~)~ TIDS ADDENDUM, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD INCUR AS A RESULT OF SUCH DEFAULT AND/OR FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THE AGREEMENT. ACCORDINGLY, IF BUYER INTERFERES WITII OR MAKES ANY ATTEMPT TO INTERFERE WITH SELLER RECEIVING OR RETAINING~ AS THE CASE MAY BE, TIlE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION INCLUDING, WITHOUT LIMITATION, GIVING ANY NOTICE OR INSTRUCTIONS TO ANY ESCROW HOLDER NOT TO DELIVER THE DEPOSIT TO SELLER, SELLER SHALL HAVE THE RIGHT TO RECOVER ITS ATTORNEYS' FEES AND COSTS OF COLLECTION AND/OR ENFORCEMENT IN ADDITION TO THE SELLER'S LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT TIlE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. (Buyer'sIDitlals) (Buyer'sIBilials) I HAVE READ THIS PARAGRAPH AND I AM INITIALING TO VERIFY THAT 1 ACCEPT IT AS PART OF THE AGREEMENT (K) SELLERS CWSING COSTS AND BROKERAGE COMMISSION: Seller agrees to contribute the following amounts, if applicable, as a reduction in the Sale Price: (i) $0.00 towards Buyer's non.recurring closing costs. discount points, and, jf applicable, Buyer's non-allowable FHAIV A costs; (ii) SO.OO as a credit to Buyer at closing for Buyer to purchase a Home Protection Plan; and (iii) SO.OO towards a termite report. Seller will pay a brokerage commission in accordance with the listing agreement between the listing broker and Seller. The selling broker, if any, is set forth below. Seller hereby instructs the closing agent to pay the brokerage commission to the listing broker and any selling broker (if applicable) after the closing via separate checks made out to the following companies in the following amounts: Listing Broker's Fee: Payable to: Amerivest Realty in the amount ofS2970.oo. Selling Broker's Fee: Payable to: Amerivest Realty in the amount of$2970.oo. (L) TRANSFER OF TITLE AND SUBSEOUENT NOTICE OF COSTS. LIENS. OR ASSESSMENTS: Seller shall transfer title to the Property to Buyer by means of a special or limited warranty deed, or an equivalent thereof (the "Deed"). The acceptance of the Deed by Buyer wiIJ be deemed to constitute full compliance by Seller with all of the terms and conditions of the Agreement Seller shalt NOT be responsibie for any unpaid real estate taxes and/or assessments, levies, homeowner association fees and chaT8cs, utility chaT8es or any other charges not readily obtainable from a title search prior to closing. IF AT ANY TIME AFTER. THE CLOSING DATE, BUYER OR ITS ASSIGNS OaT AINS ACTUAL OR CONSTRUCTIVE NOTICE OF ANY COSTS, LIENS, ASSESSMENTS, OR JUDGMENTS ASSOCIATED WITH TItIS PROPERTY TliAT WERE NOT OF RECORD AT THE TIME OF THE CLOSING INCLUDING, WITIlOUT LIMITATION, CODE VIOLATIONS, TAXES, UTILITY LIENS, OR CONDOMINlUM ASSESSMENTS, BUYER SHALL BE RESPONSIBLE FOR PAYMENT OF Buyer's Initials: SeIler's lnitials: Page 6 of 12 16G 2' 1V~/9"/2HJ~ SAME AND BUYER HEREBY RELEASES SELLER OF ANY AND ALL LIABILITY IN CONNECTION THERETO, REGARDLESS OF WHETHER (I) SELLER OWNED THE PROPERTY AT THE TIME SUCH COSTS WERE ASSESSED OR INCURRED OR (II) SELLER HAD ACTIJAL OR CONSTRUCTIVE NOTICE OF THE EXISTENCE OF SUCH COSTS, LIENS, ASSESSMENTS, OR JUDGMENTS. Buyer Is responsible for verifying any possible liens, judgments, or assessments that may not be of record and hereby releases Seller from any and aU liability related to any such liens, judgments or assessments. Notwithstanding anything to the contrary in the Agreement, the provisions of Paragraphs C, D, E, H, I, K, M, and P through dd of this Addendum, as well as any other provision which contemplates performance or observance subsequent to any termination or expiration of the Agreement, shall survive the closing, funding and the delivery of the Deed and/or termination of the Agreement by any party and continue in full force and effect. (M) TITLE AGENT: Seller shall select the title agent to issue the owner's title insurance policy and shall pay the title examination fee and the premium for such policy. Buyer shall pay the customary closing fee to the closing/title agent Buyer Is entitled to legal representation at the closing and may elect to have such representation at Buyer's sole expense. The closing of the transaction contemplated by the Agreement shall be held at a location designated by Seller. It is Seller's intent to deliver an owner's title insurance policy in lieu of an abstract in the customary abstract states. Buyer hereby accepts such owner's title insurance in lieu of an abstract, if applicable. (N) INSURANCE POLICIES: Seller's insurance policies covering the Property are not transferable and will not be prorated on the Closing Date. (0) TITLE DEFECTS: In the event that a title defect is discovered by Buyer prior to the Closing Date, Buyer shall deliver written notice of such defect to Sener and Sener shall be entitled to a thirty (30) day extension of the Closing Date to resolve any such title defects or other title issues. This additional thirty (30) day period shall be referred to as the "Extended Closing Period". If, within the Extended Closing Period. Seller determines that it is unable or unwilling, in Seller's sole discretion, to resolve such matters, Buyer shall elect to either: (i) take title to the Property in its then state without any reduction in the Sale Price, thereby waiving any and all title objections and any other claims against Seller, or (ii) tenninate the Agreement and receive a refund of the Deposit. Buyer acknowledges and agrees that Buyer's remedy in clause (ii) above shall be Buyer's sole and exclusive remedy against Seller for Seller's election not to remove a title defect and/or inability to deliver clear and insurable title to Buyer at the closing. (P) LEAD-BASED PAINT INSPEcrION: ( )Ie ) LEAD-BASED PAINT CONTINGENCY: Buyer's obligation to close this transaction is contingent upon Buyer conducting a risk assessment or inspection of the Property for the presence of lead-based paint and/or 1ead~based paint hazards, at Buyer's sole cost and expense. on or before 5:00 p.m. (EST) on the date ten (10) days from the date of the Agreement (the "LoP Test Period"). Intact Jead-based paint that is in good condition is not necessarily a hazard (please see the EPA pamphlet "Protect Your Family From Lead in Your Home" for more information). Thls contingency will terminate at the expiration of the LBP Test Period unless Buyer delivers to Seller written notice listing the specific existing detkiencies and corrections needed, together with a copy of the inspectlonandfor risk assessment report, prior to the expiration of the LBP Test Period. Seller may, at its sole discretion, within ten (10) days .fter delivCIy of such notiCe, elect in writing to correct the condition(s) prior to the Closing Date. If Seller elects to correct the condmon(s), Seller shall. Buyer's Initials: Seller's Initials: Page 7 of 12 16G 2; ~(~(21)>.~ upon completion of the correction(s), furnish to Buyer certification from a risk assessor Qr inspector demonstrating that the condition has been remedied. If Seller does not elect to make the repairs or if Seller counter-offers such notice, Buyer shall have five (5) days to respond to any such cmmter-offer or elect to waive this contingency and close the purchase of the Property In its "as is" condition without any reduction in the Sale Price, or the Agreement shan become void and the Deposit shall be refunded to Buyer. Buyer may waive this contingency at any time without cause at Buyer's sole eIection. ( )1(. ) WAIVER OF LEAD-BASED PAINT INSPECTION PERIOD; SELLER'S REPRESENTATIONS: Buyer acknowledges that it has had the opportunity to undertake studies, inspections or investigations of the Property as Buyer deemed necessary to evaluate the presence of lead"-based paint andlor lead-based paint hazards on the Property. To the extent that Buyer has waived or otherwise declined the opportunity to undertake such inspections and investigations as a condition to the completion of the transaction under the tenns of the Agreement, Buyer has knowingly and volWltarily done so. Buyer understands and acknowledges that the Property may have been built prior to 1978 and lead..l)ased paint and/or lead-based paint hazards may be present on the Property. In accordance with the Section 1018 of Title X, the Residential Lead-Based Paint Hazard Reduction Act of 1992, attached to this Addendum as Exhibit "H" and made a part hereof, Seller attaches the Disclosure of Information on Lead Based Paint andlor Lead- Based Paint Hazards Lead Warning Statement. Seller shaUbavo no responsibility or liability with respect to any such occurrence of lead-based paint. It is understood by the parties that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller's files or in the documents produced by Seller or its agents, including, without limitation, any environmental audit or report. Buyer acknowledges that Seller and Seller's affiliates shall have no responsibility for the contents and accuracy of such disclosures, and Buyer agrees that the obligations of SeUer in connection with the purchase of the Property shall be governed by the Agreement irrespective of the contents of any such disclosures or the timing or delivery thereof. (Q) CWSING DATE I TIME OF THE ESSENCE: The parties agree that time is of the essence with respect to all dates specified in the Agreement Accordingly, all deadlines are intended to be strict and absolute. In the event Buyer fails to close the transaction on the Closing Date through no fault of Seller, SeUer may, in its discretion, elect to extend the Closing Date for up to ten (10) days. In the event Seller agrees to extend the Closimr: beyond the Closin~ Date and the Extended Clo,imr: Peri~ Buyer shall pay, in addition to the Sale Price, (i) a $300.00 fee for any such the extension, and (ii) a per diem penalty of $100.00 ($150.00 per diem if this is a cash offer) for each day that the Closing Date is extended up to a maximum often (10) days. Buyer assumes aU liability in providing all necessary information to Buyer's Lender. Furthermore, Buyer sball instruct Buyer's Lender and Buyer's attorney to work in conjunction with the brokers to ensure a timely closing. The broker, and co-broker(ifapplicable), shall assume all responsibility for follow-up with Buyer, any lender or mortgage representative involved in financing this transaction, and either party's attorney and/or title company to ensure that there is no delay in closing. Buyer wiU not be given possession and may not occupy the Property prior to the closing and dIsbursement of sale proceeds. (R) NO ALTERATIONS PERMITTED WITHOUT PRIOR CONSENT: Buyer shall be in default under the Agreement in the event Buyer occupies or alters the Property or permits the Property to be altered without the prior written consent of Seller. Upon any such default, Seller shall have the right to retain the Deposit pursuant to P~h K of this Addendum and Buyer shall be required to return the Property to its original condition, at its sole expense, if Sellcr shall request such actionm writing. Further, upon IlllY such default, Buyer waives any and all claims for damages or compensations for improvements made by the Buyer to the Property Including, but not limited to, any claims for unjust enrichment. Buyer's Initials: Seller's Initials: Page 8 of 12 16G 2\ IJI~ 18,24Pr (8) TERMINATION OF THE AGREEMENT: In the event the Agreement is terminated pursuant to any provision of the Agreement which requires the Deposit to be refunded to Buyer, or in the eveilt Seller defaults or is otherwise unable to or elects not to perform the Agreement, Seller's sole liability to Buyer, and Buyer's sole and exclusive remedy, will be to retwn the Deposit to Buyer, at which time the Agreement shall terminate and neither Seller nor Buyer shall have any further obligations, liabilities or responsibilities to one another under the Agreement, except for those provisions which the Agreement expressly provides will survive the expiration of termination of the Agreement. The Buyer waives any claims that the Property is unique and the Buyer acknowledies and agrees that return of its earnest money deposit adequately and fairly compensates the Buyer. (T) SEVERABILITY: If any provision of this Addendum shall be prohibited by or invalid under applicable law, such provision shaH be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement. (U) RELEASE: In consideration of tbe sale of the Property to Buyer aud Seller's agreement to pay the title examination fee and the premium for the title Insurance polley, receipt of wbich is hereby acknowledged, upon the effective date of tbe Agreement, Buyer bereby releases and agrees to, bold harmless and forever discharge Seller, as owner of the Property, and its affiliates, offieers, servicers, contractors, employees, agents, brokers successors and assigns, from any and all claims, liabilities, or causes of adion of any kind tbat Buyer may now bave or may bave at any time in the future arising out of the Agreement. Neither the Seller nor its aff'diates, officers, servlcers, contractors, employees, agents, brokers, successors and assigns sball be liable to the Buyer for any damages ohny kind (other than a return ofthe Deposit when expressly required by the Agreement) as a result of the Seller's default under the Agreement or Seller's failure to seU and convey the Property. Buyer further expressly waives, to tbe fuRest extent permitted by law: (a) the remedy of specific performance OD aecouDt of SeDer's defalllt UDder tbe Agreement or Seller's failure to sell and convey the Property for any reason, (b) any right otherwise to record or file the Agreement or a memorandum thereof, a lis pendens or a notice of pendency of action or similar notice against all or any portion of the Property, (c) any right to invoke any other equitable remedy that may be available that, if invoked, would prevent Seller from conveying tbe Property to a tbird party buyer; (d) any and all claims arising from any agreed to adjustments or prorations or erron In calculating the adjustments or prorations tbat are or may be discovered after closing; (e) any trial by jury in any litigation arising from or connected with or related to tbe Agreement; (I) any claims or losses Buyer may incur as a result of construction on, repair to, or treatment of tbe Property, or other defects, known or unknown, apparent or latent, which may now or bereafter exist with respect to tbe Property; (g) any right to avoid this sale or reduce the price or hold Seller and its affiliates, offleers, "rvicers, contractors, employees, agents, brokers, suc:cessors aDd assigns responsible for damages OD account of tbe marketabUIty, habitability, servkeability, profitabUity, insurability or cODdition of the Property, lack of sultabUIty or fitness of tbe property for a particular purpose, 01' defects, apparent or latent, in the Property; (h) any claim arising from eneroachmeDts, easements, shortages in area or any other matter which would be disclosed or revealed by a surveyor Inspection of the Property or search of public records; and (I) any richt to recover special. consequential, or punitive damages wbatsoever, whether in contract, tort (Including negligence and strict liabDity), or any other legal or equitable principle, Ineludinl, but Dot limited to, any cost or expense incurred by the Buyer in selling or surrendering. lease on a prior residence, obtaining otber living accommodations, moving, storage or relocation expenses, Buyer's Initials: Seller's Initials: Page 9 of 12 . ._.....__.16..1].__ _..2__ )}fII~ I~~ or any other sucb expense or cost arising from, or related to, the Agreement or a breach of the Agreement In the event Buyer breacbes or disregards, or attempts to disavow, any of tbe waivers or releases described or contemplated under this Paragraph V, in addition to all other damages or remedies to which Seller and its affiliates, officers, servicers, contradors, employees, agents, brokers sueeessors and assigns may be lawfully entitled, Buyer shall pay all reasonable attorneys fees and costs Incurred by the Seller In (I) seeklog reaffirmation or enforcement of any sueb waiver or release, or (ii) defending any action initiated by tbe Buyer for tbe purpose of or relating to any such breacb, disregard or disavowal. (V) OCCUPANCY STATUS OF PROPERTY: The Buyer acknowledges that neither the Seller, nor its representatives, agents or assigns, has made any warranties or representations, express or implied, relating to the existence of any tenants or occupants at the Property. The Seller, its representatives, agents or assigns, shalI not be responsible for evicting or relocating any tenants, occupants or personal property at the Property prior to or subsequent to closing. The Buyer further acknowledges and agrees that (i) the Seller is not holding any security deposits from former or current tenants and has no information as to such security deposits as may have been paid by the former or current tenants to anyone, (ii) no sums representing such tenant security deposits shall be transferred by the Seller to the Buyer as part of this transaction, and (iii) the Buyer hereby assumes all responsibility and liability for the refund of such security deposits to the tenants pursuant to the provisions of applicable laws and regulations. The Buyer acknowledges that this Property may be subject to the provisions of local rent control ordinances and regulations. The Buyer agrees that upon the closing all eviction proceedings and other duties and responsibilities of a property owner and landlord. including, but not limited to, those proceedings required for compliance with such local rent control ordinances and regulations, will be the Buyer's sole responsibility. If this property is located in Alabama, Buyer understands that the Property may be subject to redemption by the prior owner upon payment of certain sums and Buyer may be dispossessed of the Property. Buyer is advised to consult with an attorney to funy understand the import and impact of the foregoing. Buyer agrees he shall have no recourse against Seller in the event the right of redemption is exercised. If the Property is located in a jurisdiction 1hat requires a certificate of occupancy, smoke detector certification, septic certification or any similar certification or permit ("Certificate of Occupancy") or any form of improvement or repair to the Property to obtain such Certificate of Occupancy necessary for the Property to be occupied, the Buyer understands that the Seller requires the Certificate of Occupancy to be obtained by the Buyer at the Buyer's sole cost and expense. The Buyer shall not have the right to delay the closing due to the Buyer's failure or inability to obtain any required Certificate of Occupancy. Failure of the Buyer to obtain and furnish the Certificate of Occupancy by the Closing Date shall be a material default of this Agreement by Buyer entitling Seller to retain the Deposit as liquidated damages under Paragraph K. Further. Buyer wiIJ not occupy, or cause or permit others to occupy. the Property after closin& unless and until any necessary Certificate of Occupancy has been obtained from the appropriate governmental entity. Buyer's Initials: Seller's Initials: Page 10 ofJ2 16G 2 ~luvltt)~ (W) PERSONAL PROPERTY: Items of personal property, including but not limited to, window coverings, appliances, manufactured homes, mobile homes, vehicles, spas, antennas, satellite dishes and garage door openers, now or hereafter located on the Property, are not included in this sale or the purchase price. Any personal property at or on the Property may be removed from the Property prior to or after the Closing Date. The 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. The Buyer assumes responsibility for any personal property remaining on the Property at the time of closing. (Y) MODIFICATION/WAIVER: No provision, term or clause of the Agreement shaD be revised, modified, amended or waived, except by an instrument in writing signed by the Buyer and the Seller. 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. (Z) COUNTERPARTS: The 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. Copies of documents or signature pages bearing original signatures shall constitute and be treated as, an original signed document or counterpart, as applicable. (aa) ATTORNEY REVIEW: Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any party because that party drafted the Agreement or construed in favor of any party because that party failed to understand the legal effect of the provisions of the Agreement. (bb) NOTICES: All notices from one party to the other must be in writing and are effective (i) when hand-delivered at, or transmitted by facsimile or electronic transmission properly addressed to the party and/or the party's broker, agent or attorney as indicated in the signature blocks below; or (ii) if mailed, when received or the next day if mailed via overnight delivery or three days after mailing via certified mail, return receipt requested properly addressed to the party and/or the party's broker, agent or attorney as indicated in the signatW'e blocks below. (cc) INDEMNITY: Buyer shall protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all losses, costs, expenses (including attorneys' fees and actually incurred court costs), claims and damages to the extent arising out of or related (directly or indirectly) to: (a) the imposition of any fine or penalty imposed by any governmental entity resulting from the Buyer's failure to timely obtain any Certificate of Occupancy or to comply with equivalent laws and regulations; (b) claims for amolD1ts due and owed by the Seller for real property taxes, homeowner's association dues or assessment, or any other items prorated at closing, if any, under the Agreement, including any penalty or interest and other charges, arising from the proration of such amounts f<lr which the Buyer received a credit at closing under the Agreement; (c) the Buyer or the Buyer's tenants, agents or representatives use and/or occupancy of the Property prior to closing and/or issuance of required Certificates of Oceupancy; or (d) the breach by Buyer of any of the terms and conditions of the Agreement Buyer's Initials: Seller's Initials: Page 11 of 12 1-6-6 2 Nf)~ I ~ , . (dd) ENTIRE AGREEMEN'.t= The Agrce,mcnto iocludinS all other ctisclOSUR forms or DOtices required by law, COIISIitutes the e:utite agrecmcm between the Bu)'W" and the SeUer COJICemiug the subject matter lienor aud supersedes 111 previous colDll1Wlicaticms. WIdcrstaudiDp, represcatatioDS, Wll!tIIlties, covwanls or ~ either wriur:n or oral ad there are no oral or other written -sreements between the Buyer and the SeUer. No oral promi$es, representations, warraaUes or agreements, expressed or implied, made by the SeJler ad/or brokers or any person actins OD behalf of the Seller shall be deemed valid OJ" binding upon the Seller. unless expressly included in the Agreement. AD negotiatioos are merged imo the Agreement. IN WITNESS WHEREOF, the Buyer md the SeIa ba~ c:o:teml into this A~lm as of1be da1e first set b1b above. The undersigned rcpRSCIltS and WlUI1IDls that helshe is authorized to enter into the Agreement end biDd Ibe party for whom he/she sign. to perform aU duties and obligations stated in the Agreement. Seller: AmcricaD Homo Sc:rviciDg.lnc. as Date: limited power of attomcy for Deutsche BIDk Na1ional Trust Company IS Tnastcc for HSI Aasct Sccuritizatioo Corporation 2007.om Mortpge Pu&-1brough Certificates. Series 2007.om. Printed Name Printed Title Buyer: Collier County Na_ PrlDted: Dale: Community Redevelopment AgC'N:y Buyer: Name Priated: Date: Listiq Name PriDtecI: Amcrivest Realty Date: Broker: SelIIDg Name PrInted: AJDllriveat Realty Date: Brobr; Noti<:e to Seller: Notice to Buyer: Fax: EmIil: Fax: EmaiI: Seller's Broker/A.genflAttomcy: Buyer's BrokerIAgcnflAttomfiy:@ Fax: Email: Fax: Email: Buyer's initials: Seller's Initials: Page 12 of 12 166 2 Nsv~~~, 2Mi Real Estate Purchase Addendum REO# 0022333371 AMERICAN HOME MORTGAGE SERVlCING,INC. REAL ESTATE PURCHASE ADDENDUM PART I .SPECIFIC TERMS This Real Estate Purchase Addendum ('Addendum") is to be made part of, and incorporated into, the Real Estate Purchase Contract dated . . .. ("Contract") between American Home Servicing, Inc. as limited power of attorney for Deutsche Bank National Trust Company as Trustee for HSI Asset Securitization Corporation 2007-0PTI Mortgage Pass. Through Certificates, Series 2007..oPTI. ("Seller") and the Collier County Community Redevelopment Agency ("Buyer") for the property and irnprovem&nts located at the following address: 2515, BECCA AVE, NAPLES, FL 34112 ("Property"). The Seller and the Buyer agree as follows: Financial Terms Acknowledgement: The financial terms of the purchase and sale of the Property have been acknowledged and conditionally accepted by the Seller as of on or before 11/0312008 (hereinafter the "Financial Terms Acknowledgement Date") with a purchase price ("Purchase Price") of $99,000.00 . These financial terms are set forth in the Financial Terms Acknowledgement, attached hereto as "Exhibit A" and made a part hereof. The Buyer acknowledges and agrees that the Contract. this Addendum and the completed Financial Terms Acknowledgement shall together be referred to as the "Agreement." The Buyers earnest money deposit of $1,000.00. in the form of certified funds (or other form of payment approved in advance by Seller), along with the Agreement, signed by the Buyer, must be received by the Seller. or the Seller's listing agent, within three (3) calendar days of the Financial Terms Acknowledgement Date. If the Seller does not receive the Agreement, signed by Buyer, and/or the earnest money deposit, by such date, the Agreement shall be null and void. In addition, the Agreement shall be null and void if the Agreement, signed by Buyer, and/or the earnest money deposit, is not received by the Seller before the Seller either unconditionally accepts a competing offer, or gives verbal or written notice of revocation either to the Buyer, the Buyer's agent or attorney, or the Sellers listing agent. Notwithstanding any verbal, electronic or written statement or implication to the contrary, the Buyer acknowledges and agrees that the Agreement shall not be binding on the Seller until approved by the Seller's management and signed by all parties to the Agreement If applicable, escrow shall be opened by both parties immediately following the Seller's execution of the Agreement, with an escrow/closing agent acceptable to the Seller. 2. Financing : The Agreement is not contingent on the Buyer obtaining financing for the purchase of the Property. If the Agreement Is contingent on financing, the type of financing shall be the following (check one): Buyer initials I Cash X Conventional - 20 days X FHA-30 days X Other X VA- 30 days X Financed - No Contingency (a) If the Agreement is contingent on financing, the Buyer shall present proof, satisfactory to the Seller, of the Buyer's full credit prequalificatlon for a mortgage loan in an amount and under terms sufficient for the Buyer to perform Its obligations under the Agreement. The prequalificatlon shall include, without limitation, a certification of prequalification (or a mortgage loan commitment) from a direct mortgage lender and a satisfactory credit report. The Buyers submission of proof of prequallflcation, satisfactory to the Seller, is a condition precedent to the Seners acceptance of the Agreement and failure of the Buyer to provide such proof within three (3) calendar days of the Seller's execution of the, Agreement shall nullify the Sellers execution of the Agreement and render the Agreement null and void. The Buyer shall apply for a loan in the amount of with a term of years, prevailing rates, terms and conditions. The Buyer shall complete and submit to a 16G 2 N~tuY/~/~' mortgage lender an application for a mortgage Joan containing the terms set forth in this paragraph within three (3) calendar days of the Financial Terms Acknowledgement Date, and shall use diligent efforts to obtain a mortgage loan commitment within the time frame as indicated in the Financing Type selected above. If, despite the Buyer's diligent efforts, the Buyer cannot obtain a mortgage loan commitment by the specified date, then either the Buyer or the Sener may terminate the Agreement by giving written notice to the other party. In the event of termination by Buyer, the Buyer's notice to Seller must include a copy of the loan application, proof of the application date, and a copy of the denial letter from the prospective lender. In the event of a proper termination of the Agreement by Buyer under this paragraph, the eamest money deposit shall be returned to the Buyer and the parties shall have no further obligation to each other under the Agreement The Buyer agrees to cooperate and comply with all requests for documents and information from the Buyers chosen lender during the loan application process. Failure of the Buyer to comply with such requests from the Buyer's chosen lender that results in the denial of the mortgage loan, or failure of the Buyer to provide proper notice to Setter in the event of termination by Buyer, wilf be shall constitute a breach of the Agreement and render the Agreement null and void, and the Seller shafl be entitled to retain any earnest money deposited by Buyer. Cash Offer: If the Agreement is not contingent on financing, Boyer shall provide Seller proof of liquid funds on deposit In the United States sufficient to close this transaction. Such proof shall be provided within three (3) business days of the execution of the Agreement and shan be subjeCt to Seller's approval. Subject property shall remain on the market until such proof of funds is accepted. Notwithstanding the terms provided in Section 8 for inspection of the Property, In the event of a non contingent cash offer, all inspections shall be completed and any notice of disapproval given within seven (7) calendar days of the Financial Terms Acknowledgement Date. Buyers failure to notify Seller of imy disapproval within the time specified above shall be deemed acceptance by Buyer. Cash offers shall not be subject to any contingency, unless specifically described In Section 6 of this Addendum. Buyer initials (b) The Buyer is aware that the price and terms of this transaction were negotiated on the basis of the type of financing selected by the Buyer. Any change as to the lOan type, terms or a change in the Buyer's lender after negotiations have been completed shall constitute a breach of the Agreement and render the Agreement null and void, and the Seller shall be entitled to retain any earnest money deposited by Buyer nullify Sellers execution of the Agreement and require renegotiation of all terms of the Agreement 3. Time of the Essence: Closing Date: (a)lt is agreed that time is of the essence with respect to all dates specified in the 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 1112812008, or within f'lVe (5) calendar days of final loan approval by the lender, whichever is earlier (which date is hereinafter referred to as the "Closing Date"), unles$ extended in writing signed by the Seller and the Buyer or extended by the Seller under the terms of the Agreement The closing shall be held in the offices of the Seller's attorney or agent, or at a place so designated and approved by the Seller, unless otherwise required by applicable law. If the closing does not occur by the Closing Date, the Agreement is automatically terminated and the Seller shall retain any earnest money deposit as liquidated damages. Buyer Initials 4. in the event Buyer requests an extension of the Closing Date or of the deadline for the fulfillment of any contingency, and the Seller agrees to the extension, the Buyer agrees to pay to the Seller a per diem penalty of the greater oU 50.00 or 1/10 of 1% of the purchase price per calendar day towards Seller's carrying costs, through and including the Closing Date specified in the written extension agreement. The per diem amount must be deposited with the closing agent at the time any request for extension is made. The per diem amount shall be credited to Buyer on timely closing. If the sale does not close by the Closing Date specified in the written extension agreement, the SelJer may retain the earnest money deposit and the accrued per diem payment as liquidated damages. Buyer Initials 5. The Buyer does not intend to use and occupy the Property as Buyer's primary residence. 6. Additional Terms or Conditions: ANY ALTERATIONS TO THIS REAL ESTATE PURCHASE ADDENDUM, WILL CAUSE THIS ADDENDUM TO BeCOME NULL AND VOID. ANY ALTERATIONS TO TIllS REAL ESTATE PURCHASE ADDENDUM WILL CAUSE TIllS ADDENDUM TO BECOMENULL AND VOID. THIS IS A CASH TRANSACTION. BUYER TO PROV1 DE SELLER WITH VERIFICATION OF FUNDS TO COMPLETE SAID TRANSACTION. UPON EXECUTION OF SELLERS ADDENDUM, EARNEST MONEY DEPOSIT IS TO BE IN THE FORM OF A CASHIERS CHECK OR CERTIt=IED FUNDS MADE PAYABLE TO SELLERS CLOSING COMPANY, PROOF OF FUNDS AND PURCHASE CONTRACT PROVIDED WITH SEllERS ADDENDUM. &(~~J CONTRACT IS SUBJECT TO CORPORATE REVIEW AND APPROVAL 7. Attachments: 8. Inspections: (a) On or before 0 calendar days from the Financial Terms Acknowledgement Date,the Buyer shall have both Inspected the Property (or obtained for Its own use. benefit and reliance, third party Inspections andlor reports on the condition of the Property) and provided written notice to the Seller of any exceptions or objections observed by Buyer to the condition of the Property (hereinafter "Exception Notice"). Unless otherwise noted In Section 6 of this Addendum, the Buyer's failure to provide such Exception Notice to Seller within such ten (10) calendar day period, shall be deemed a waiver by the Buyer of Buyer's right to Inspect the Property, a waiver by the Buyer of any objections to the condition of the Property and acceptance by the Buyer of the condition of the Property AS IS. The Buyer shall keep the Property free and etear of liens and indemnify and hold the Seller hannless from all liability claims, demands. damages, and costs related to the Buyer's Inspection and the Buyer shall repair all damages arising from or caused by the inspections. The Buyer 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 Buyer shalt provide reasonable notice to the Seller prior to any such Inspection. If the Seller has winterized this Property and the Buyer desires to have the Property inspected, the listing agent will have the Property de - winterized prior to Inspection and re - winterized after inspection. The Buyer agrees to pay this expense tn advance to the listing agent. The amount paid under this provision shall be nonrefundable. After submission of Buyer'S Exception Notice to Seller, and upon Seller's request, the Buyer shall provide to the Seller, at no cost to Seller, complete copies of alllnspectlon repOrts upon which the Buyer's Exception Notice is based. In no event shall the Seller be obligated to make any repairs or replacements that may be indicated in the Buyer's Exception Notice. The Seller may, at its sole discretion, make such repairs to the Property under the terms described In Section 9 of this Addendum. If the Seller elects not to repair the Property, the Buyer may cancel the Agreement and receive all earnest money deposited. If the Seller elects to make any such repairs to the Property, the Seller shall notify the Buyer after completion of the repairs and the Buyer shall have five (5) calendar days from the date of notice of completion to Inspect the repairs and notify the Seller of any items disapproved. The Buyer's failure to notify Seller of any items disapproved shall be deemed acceptance of the repairs. In situations that are applicable, a structural, electrical, mechanical or termite inspection report may have been prepared for the benefit of the Seller. UpOn request, the Buyer may review the report to obtain the same information and knowledge the Seller has about the condition of the Property, but the Buyer acknowledges that the inspection reports were prepared for the sole use and benefit of the Seller. Buyer may not. and covenants and agrees that It will not, rely upon any such inspection reports obtained by the Seller in making a decision to purchase the Property. (b) If the Property Is a condominium or planned unit development or co-operative, unless otherwise required by law, the Buyer, at the Buyer'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) calendar days of execution of the Agreement by both parties pursuant to Section 1 hereof. The Seller agrees to use reasonable efforts. as determined at the Seller's sole discretion, to assist the Buyer in obtaining a copy of the covenants, conditions and restrictions and bylaws. The Buyer will be deemed to have accepted the covenants, condltion$ and restrictions and bylaws' If the Buyer does not notify the Seller in writing, within fifteen(15) calendar days of execution of the Agreement. of the Buyer's objection to the covenants, conditions and restrictions and/or byfaws. 9. Condition of Property: The Buyer understands and agrees that The Seller acquired the Property by foreclosure, deed-ln-lIeu of foreclosure, forfeiture. tax sale, right of Eminent domain or similar process and consequently. The Seller has little or no direct knowledge concerning the condition of the Property. As a material part of the consideration to be received by The Seller under the Agreement as negotiated and agreed to by The Buyer and The Seller, The Buyer acknowledge. and Agree. to accept the Property In -AS IS- condition .t the time of closing, Including, without limitation, any hidden defects or environmental conditions. Including the presence of mold, affecting the Property, whether known or unknown, whether such defects or conditions were discoverable through Inspection or not. The Buyer acknowledge. that The Seller, its agents and representatives have not made, and The Seller specifically negates and disclaims. any representations, warranties, promises. covenants, agreements. or guarantees, Implied or express. oral or written, In respect to: (a) The physical condition or any other aspect of the Property Including the structural Integrity or the quality or character of materials used in construction of any Improvements, availability and quantity or quality of water, stability of the 8011, susceptibility to landslide or flooding. sufficiency of drainage or any other matter affecting the stability, safety or Integrity OF the Property or improvements; (b)The confonnlty of the Property or the Improvements to any environmental, zoning, land use or building code requirements or compliance with any laws, rules, ordinances or regulations of any federal. state or local 16G 2 /Ik;~ f~, ~1s' governmental authority, or the granting of any required permits or approvals, if any, of any governmental bodies which had jurisdiction over the construction of the original structure, any Improvements and/or any remodeling of the structure; and (c)The habitability, marketability, profitability or fitness for a particular purpose of the Property or improvements, Including defects, apparent or latent, which now exist or which may hereafter exist and which, if known to Buyer, would cause Buyer to refuse to purchase the property. In the event the Property is affected by an environmental hazard, as determined by the Seller, either party may terminate the Agreement. In the event the Seller decides to sell the Property to the Buyer and the Buyer agrees to purchase the Property, the Buyer agrees to execute an Indemnity and hold harmless agreement at closing, in a form acceptable to Seller. In the event the Buyer elects not to execute the disclosure and release, at the Seller's discretion, the Agreement Is automatically terminated upon notice given to Buyer. In the event the Seller has received official notice that the Property is in violation of building codes or similar laws or regulations, the Seller may terminate the Agreement or delay the date of closing or the Buyer may tennlnate the Agreement. In the event the Agreement is terminated by either Buyer or Seller pursuant to this Section 9, any eamest money deposit will be retumed to the Buyer. If there is an enforcement proceeding arising from allegations of such violations before an enforcement board, special master, court or similar enforcement body, and neither the Buyer nor the Seller terminate the Agreement, the Buyer agrees (a) to accept the Property subject to the violations, and (b) to be responsible for compliance with the applicable code and with orders issued in any code enforcement proceeding. Buyer agrees to execute any and all documents necessary or required for closing by any agency with jurisdiction over the Property. Buyer further agrees to Indemnify the Seller from any and all claims or liability arising from the Buyer's breach of this Section 9 of this Addendum. The closing of this sale shall constitute acknowledgement by the Buyer that the condition of the Property is acceptable to the Buyer at that time. The Buyer agrees that Sener shall have no liability for any clalms or losses the Buyer or the Buyer's successors or assigns may Incur as a result of construction or other defects which defects that may now or hereafter exist with respect to the Property. The Seller is exempt from filing a disclosure statement as the Property was acquired through foreclosure, deed-ln-lIeu of foreclosure. fot1elture, tax sale, eminent domain or similar process. For Alaska transactions, the Seller and the Buyer have previously executed a waiver of the disclosure provisions of Alaska statutes. 10. Repairs: All treatments for wood Infesting organisms and other repairs will be completed by a vendor approved by the Seller, and wilt be subject to the Seller's satisfaction only. If the Seller has agreed to pay for treatment of wood infesting organisms, the Seller shall treat only active infestation. Neither the Buyer, nor Its representatives, shall enter upon the Property to make any repairs and/or treatments prior to closing without the prior written consent of the Seller. To the extent that the Buyer, or Its representatives, makes repairs and/or treatments to the Property prior to closing, the Buyer hereby agrees to release and indemnify the Seller from and against any and all claims related In any way to the repairs and/or treatments and further agrees to execute a release and indemnification and provide proof of liability Insurance naming Seller as a loss payee, both in a form acceptable to the Seller, prior to entry on the Property and the commencement of any such repairs or treatments.The Buyer acknowledges that all repairs and treatments are done for the benefit of the Seller and not for the benefit of the Buyer and that the Buyer has Inspected or has been given the opportunity to Inspect repairs and treatments. Any repairs or treatments made. or caused to be made, by the Seller shall be completed prior to the closing. Under no circumstances shall the Seller be required to make any repairs or treatments after the Closing Date. The Buyer acknowledges that closing on this transaction shall be deemed the Buyer's reaffirmation that the Buyer Is satisfied with the condition of the Property and with all repairs and treatments to the Pro~rty and waives all claims related to such condition and to the quality of the repairs or treatments to the Property.Any repairs or treatments that Seller agrees to perfonn shall be performed for functional purposes only and exact restoration of appearance or cosmetic items following any repairs or treatments shall not be required. The Seller shall not be obligated to obtain or provide to the Buyer any receipts for repairs, or treatments, written statements indIcating dates or types of repaIrs and/or treatments or copies of such receipts or statements nor any other documentation regarding any repairs and treatments to the Property.The SeUer does not warrant or' guarant... any work, repairs, or treatments to the Properly. Buyer initials . 11. Occupancy Status of Property: The Buyer acknowledges that neither the Seller, nor its representatives, agents or assigns, has made any warranties or representations, express or Implied. relating to the existence of any tenants or occupants at the Property unless otherwise noted in Section 6 of this Addendum. The Seller, Its representatives. agents or assigns, shall not be responsible for evlct1ng or relocating any tenants, occupants or personal property at the Property prior to or ...._1..6..6..__._ .2 N/)~/i'/za,%, subsequent to closing unless otherwise noted in Section 6 of this Addendum. The Buyer further acknowledges and agrees that (i) the Seller is not holding any security deposits from former or current tenants and has no information as to such security deposits as may have been paid by the former or current tenants to anyone, (ii) no sums representing such tenant security deposits shall be transferred by the Seller to the Buyer as part of this transactiOn, and (iii) the Buyer hereby assumes all responsibility and liability for the refund of such security deposits to the tenants pursuant to the provisions of applicable laws and regulations. All rents due and payable and collected from tenants for the month in which closing occurs will be prorated according to the provisions of Section 13 of this Addendum. The Buyer acknowledges that this Property may be subject to the provisions of local rent control ordinances and regulations. The Buyer agrees that upon the closing all eviction proceedings and other duties and responsibilities of a property owner and landlord, including, but not limited to, those proceedings required for compliance with such local rent control ordinances and regulations, wlU be the Buyer's sole responsibility. If this property is located in Alabama, Buyer understands that the Property may be subject to redemption by the prior owner upon payment of certain sums and Buyer may be dispossessed of the Property. Buyer is advised to consult with an attorney to fully understand the Import and impact of the foregoing. Buyer agrees he shall have no recourse against Seller In the event the right of redemption is exercised. . 12. Personal Property: Items of personal property, including but not limited to, window coverings, appliances, manufactured homes, mobile homes, vehicles, spas, antennas, satellite dishes and garage door openers, now or hereafter located on the Property, are not included In this sale or the purchase price unless the personal property is specifically described and referenced In Section 6 of this Addendum. 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 or after the Closing Date . The 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. The Buyer assumes responsibility for any personal property remaining on the Property at the time of closing. 13. Closing Costs and Adjustments : (a)Tha Buyer and the 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 Closing Date shall be allocated to the Buyer. Payment of special assessment district bonds and assessments, and payment of homeowner's association or special assessments shall be paid current and prorated between the Buyer and the Seller as of the Closing Date with payments not yet due and owing to be assumed by the Buyer 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 3O-day month and all such prorations shall be final. The Seller shall not be responsible for any amounts due, paid or to be paid after the day prior to the Closing Date, Including, but not limited to, any taxes, penalties or interest assessed or due as a result of retroactive. postponed or additional taxes resulting from any change In use of, or construction on, or improvement to the Property, or an adjustment In the appraised value of the Property. In the event the 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 the Buyer as current owner of the Property receives the payment, the Buyer will immediately submit the refund to the Seller. If the Property is heated by, or has storage tanks for fuel oil, liquefied petroleum gases or similar fuels, the Buyer will buy the fuel in the tank at closing at the current price as calculated by the supplier. Regardless of local custom or practice the Buyer shall pay any and all real estate transfer taxes due as I result of the conveyance of the Property. The Buyer shall pay at! other costs and fees Incurred In the trensfer of the Property, Including cost of any survey, title policy, escrow or closing fees and lender required fees, except as expressly assumed by the Seller In the Financial Tenns Acknowledgement. (b)The Seller shall pay the real estate commission per the listing agreement between the Seller and the Seller's listing broker. Buyer represents that Buyer Is not a real estate licensee, nor is the real estate licensee representing Buyer related to, or affiliated with Buyer, unless such relationship or affiliation has been disclosed to Seller. 14. Delivery of Funds: Regardless of local custom or practice, Buyer shall deliver all funds due the Seller from the sale by wire transfer or In the form of cash, bank check, or certified check to the closing agent prior to delivery of the deed by the Seller to the Buyer. 15. Certificate of Occupancy: If the Property is located in a Jurisdiction that requires a certificate of occupancy, smoke detector certification, septic certification or any similar certification or permit (MCertlflcate of OccupancyW) or any form of improvement or repair to the Property to obtain such Certificate of Occupancy necessary for the Property to be occupied, the Buyer understands that the Seller requires the Certificate of Qeeupancy to be obtained by the Buyer at the Buyer's ~'L- ~J~ sole cost and expense. The Buyer shall make application for all Certificates of Occupancy within ten (10) calendar days of the Financial Terms Acknowledgment Date. The Buyer shall not have the right to delay the closing due to the Buyer's failure or inability to obtain any required Certificate of Occupancy. Failure of the Buyer to obtain and furnish the Certificate of Occupancy shall be a material breach of the Agreement. 16. Delivery of Possession of Property: The Seller shall deliver possession of the Property to the Buyer at closing and funding of sale. The delivery of pOssession shan be subject to the rights of any tenants or parties in possession per Section 11 of this Addendum. If the Buyer 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 the Seller, such event shall constitute a breach by the Buyer under the Agreement and the Seller may terminate the Agreement and the Buyer shall be liable to the Seller for damages caused by any such alteration or occupation of the Property prior to closing and funding and waives any and all claims for damages or compensations for Improvements made by the Buyer to the Property including, but not limited to, any claims for unjust enrichment. 17. 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 wlll only defend title against persons claiming by, through, or under the grantor, but not otherwise (which deed may be known as a Special Warranty, Limited Warranty, Quit Claim or Bargain and Sale Deed). Any reference to the term "Deed" or .Special Warranty Deed" herein shall be construed to refer to such form of deed. 16. Defects in Title: If the Buyer raises an objection to the Seller's title to the Property, which, tfvalid, would make title to the Property uninsurable, the Seller shall have the right unilaterally to terminate the Agreement by giving written notice of the termination to the Buyer. However, if the Seller is able to correct the problem through reasonable efforts, as the Seller detennines, at its sole and absolute discretion, prior to the Closing Date, Including any written extensions thereof, or if tiUe insurance Is available from a reputable title insurance company at regular rates containing affirmative coverage for the title objections, then the Agreement shall remain in full force and the Buyer shall perform pursuant to the terms set in the Agreement. The Seller is not obligated to remove any exception or to bring any action or proceeding or bear any expense in order to convey title to the Property or to make the title marketable and/or Insurable, and any attempt by the Seller to remove such title exceptions shall not impose an obligation upon the Seller to remove those exceptions. The Buyer acknowledges that the Seller's title to the Property may be subject to court approval of foreclosure or to mortgagor's right of redemption. In the event the Seller is not able to (a) make the title insurable or correct any problem, or (b) obtain title Insurance from a reputable title Insurance company, all as provided herein. the Buyer may tennlnate the Agreement and any eamest money deposit will be retumed to the Buyer as the Buyer's sole remedy at law or equity. 19. Representations and Warranties : The Buyer represents and warrants to the Seller the following: (a) The Buyer 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 the Seller, Its servlcers, representatives, brokers, employees, agents or assigns; (b) Neither the Seller, nor its servicers, employees, representatives, brokers. agents or assigns, has made any representations or warranties, Implied or expressed. relating to the marketability, insurability or condition of the Property or the contents thereof, except as expressly set forth in Section 6 of this Addendum; (c) The Buyer has not relied on any representation or warranty from the Seller regarding the marketability, insurability or condition of the Property or the contents thereof, or the nature, quality, or workmanship of any repairs made by the Seller; and Cd) The Buyer 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 after closing. 20. Waivers: As a material part of the consideration to be received by The Seller under the Agreement as negotiated and agreed to by The Buyer and The SeUer, The Buyer waives the following: (a) All rights to file and maintain an action against The Seller for specific performance (b) Right to record a lis pendens against the Property or to record the Agreement or a memorandum thereof In the real property records; (c) Right to Invoke any other equitable remedy that may be available that, If Invoked, would prevent The Seller from conveying the property to a third party Buyerj 16G 2 f\Jf)~ Iff,2a9f (d) any and all claims arising from the adjustments or prorations or errors In calculating the adjustments or prorations that are or may be discovered after closing; (f) any remedy of any kind, Including, but not limited to, rescission of the Agreement, other than as expressly provided In section 21 of this Addendum, to whiCh The Buyer might otherwise be entitled at law or equity whether based on mutual mistake of fact or law or otherwise; (g) trial by Jury, except where such waiver Is prohibited by law. In any litigation arising from or connected with or related to the Agreement; (h) Any claims or losses The Buyer may Incur as a result of construction on. repair to, or treatment of the property, or other defects, which may now or hereafter exist with respect to the Property; (I)Any right to avoid this sale or reduce the price or hold The Seller responsible for damages on account of the marketability, Insurability or condition of the Property, lack of suitability or fitness of the property for. particular purpose, or defects, apparent or latent, In the property. 0) Any claim arising from encroachments, easements, shortages In area or any other matter which would be disclosed or revealed by a surveyor Inspection of the property or search of public records. References to the .Seller" in this Section 20 of this Addendum shall Include the Seller and the Seller's servicers, representatives, agents, brokers, employees, or assigns. In the event that the Buyer breaches or disregards, or attempts to disavow, any of the representations, warranties or waivers described or contemplated under Section 19 or Section 20 of this Addendum, the Buyer shall pay all reasonable attorneys fees and costs incurred by the Seller In (i) seeking reaffirmation or enforcement of any such representation, warranty or waiver, or (i1) defending any action initiated by the Buyer for the purpose of or relating to any such breach, disregard or disavowal, and the Buyer shall pay Five Thousand Dollars ($5,000.00) as liquidated damages for such attempted or actual breach, disregard or disavowal, which amount shall be in addition to any liquidated damages held or covered by the Seller pursuant to Section 22 of this Addendum. Buyer Initials 21. Conditions to the Seller's Performance: The Seller shall have the right, at the Seller's sole discretion, to extend the Closing Date or to terminate the Agreement if: (a) Full payment of any mortgage insurance claim related to the loan previously secured by the Property is not confinned prior to the Closing Date or the mortgage Insurance company exercises Its right to acquire title to the Property; (b) The Seller determines that it Is unable or it Is economically not feasible to convey title to the Property insurable by a reputable title Insurance company at regular retes; (e) A third party having an interest In the property has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property; (d) Full payment of any property, fire or hazard insurance claim is not confinned prior to the closing or date set forth herein for closing; (e) Any third party, whether tenant, homeowner's association, or otherwise, exercises rights under a right of first refusal to purchase the Property: (f) The Buyer 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 the Buyer has not disclosed this fact to the Seller prior to the Seller's acceptance of the Agreement. Such failure to disclose shall constitute default under the Agreement, entitling the Seller to exercise any of its rights end remedies, Includlng, without Jimitetlon, retaining the earnest money deposit; or (g) The SelJer, at the Seller's sole discretion, determines that the sale of the Property to the Buyer, or any related transactions, are sale of the Property to the Buyer, or any related transactions, Is In any way associated with illegal activity of any kind. In the event the Seller elects to terminate the Agreement as a result of (a), (b), (e), (d), (e) or (g) above, the Seller shall return the Buyer's earnest money deposit and the parties shall have no further obligation under the Agreement, except as to any provision that survives termination pursuant to Section 21 of this Addendum. . ....-..----.-.- ..1.6-6 2 /VPcl~W I~ i '2<<1 22. Remedies for Default: (a)ln the event of Buyer's default, material breach or material misrepresentation of any fact under the terms of the Agreement, the Seller, at its option, may retain the earnest money deposit and any other funds then paid by the Buyer as liquidated damages and/or Invoke any other remedy available at law or expressly set out in the Agreement, and the Seller is automatically released from the obligation to sell the Properly to the Buyer and Neither the Seller nor its representatives, agents, attorneys, successors, or assigns shall be liable to the Buyer for any damages of any kind as a result of the Seller's failure to sell and convey the Property. (b)ln the event of Seller's default or material breach under the terms of the Agreement or If the Seller terminates the Agreement as provided under the provisions of the Agreement. the Buyer shall be entitled to the retum of the earnest money deposit as Buyer's sole and exclusive remedy at law and/or equity. Any reference to a return of the Buyer's earnest money deposit contained in the Agreement shall mean a return of the earnest money deposit, less any escrow cancellation fees applicable to the Buyer under the Agreement and less fees and costs payable for services and products provided during escrow at the Buyer's request. The Buyer waives any claims that the Property is unique and the Buyer acknowledges and agrees that return of its earnest money deposit adequately and fairly compensates the Buyer. Upon return of the earnest money deposit to the Buyer under this Section 22(b), the Agreement shall be terminated, and the Buyer and the Seller shall have no further liability, no further obligation, and no further responsibility each to the other and the Buyer and the Seller shall be released from any further obligation each to the other In connection with the Agreement. (c) The Buyer agrees that the Seller shall not be liable to the Buyer for any special, consequential, or punitive damages whatsoever, whether In contract, tort (including negligence and strict liability), or any other legal or equitable principle, Including, but not limited to, any cost or expense Incurred by the Buyer in selling or surrendering a lease on a prior residence, obtaining other living accommodations, moving, storage or relocation expenses, or any other such expense or cost arising from, or related to, the Agreement or a breach of the 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)ln the event either party elects to exercise its remedies as described In this Section 22 of this Addendum and the Agreement Is terminated, the parties shall have no further obligation under the Agreement, except as to any provision that survives the termination of the Agreement pursuant to Section 27 of this Addendum 23. Indemnification: The Buyer agrees to indemnify and fully protect, defend. and hold the 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, the Seller, its officers, directors, employees, shareholders, servicers, representatives, agents, attorneys, tenants, brokers, successors or assigns, resulting from or arising out of: (a) Inspections or repairs made by the Buyer or its agents, employees, contractors, successors or assigns; (b)The imposition of any fine or penalty imposed by any governmental entity resulting from the Buyer's failure to timely obtain any Certificate of Occupancy or to Comply with equivalent laws and regUlations; (c)Claims for amounts due and owed by the Seller for real property taxes, homeowner's association dues or assessment, or any other items prorated at closing under Section 12 of this Addendum, Including any penalty or Interest and other charges, arising from the proration of such amounts for which the Buyer received a credit at closing under Section 12 of this Addendum; (d)The Buyer or the Buyer's tenants, agents or representatives use and/or occupancy of the Property prior to closing and/or issuance of required Certificates of Occupancy; or (e)The breach by Buyer of any of the tenns and conditions of the Agreement 24. Risk.of loss: In the event of fire, destruction, or other casualty loss to the Property after the Seller's acceptance of the Agreement and prior to closing and funding, the Seller may, at Its sole discretion, repair or restore the Property, or the Seller may tennlnate the Agreement. If the Seller elects to repair or restore the Property, then the SeHer may, at its sole discretion, limit the amount to be expended. If the Seller elects notto repair or restore the Property, the Buyer'S $Ole and exclusive remedy shan be either to acquire the Property In its then condition at the Purchase Price with no reduction thereof by reason of such loss, or terminate the Agreement and receive a refund of any earnest money deposit. 25. Eminent Domain : In the event that the 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 mlly tennlnate the 16G 2 ~bvr/~l~ Agreement and the earnest money deposit shall be returned to the Buyer and neither party shall have any further rights or liabilities hereunder, except as provided In Section 27 ofthis Addendum. 26. Keys: Buyer is aware that the property may be on a master key system. Buyer is encouraged to re-key the property after closing. Buyer agrees to hold Seller harmless regarding any theft or damage of personal property. 27. Survival: Delivery of the Deed to the Property to the Buyer by the Seller shall be deemed to be full performance and discharge of all of the Seller's obligations under the Agreement . Notwithstanding anything to the contrary In the Agreement, the provisions of Sections 9, 10, 11, 13, 15, 16, 19, 20, 22, 23, 24, 25, and 27 of this Addendum, as well as any other proviSion which contemplates performance or observance subsequent to any termination or expiration of the Agreement, shall survive the closing. funding and the delivery of the Deed and/or termination of the Agreement by any party and continue in full force and effect. 28. Title and Closing: Except where prohibited by law, t he providers of title and escrow/closing services shall be designated by Seller. Seller shall pay for a Standard AL TA Homeowners policy of title insurance, if such policy is available for the Property. 29. Severability: The Invalidity, illegality or enforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement. all of which shall remain In full force and effect. 30: Assignment of Agreement: The Buyer may not assign the Agreement. The Seller may assign the Agreement at its sole discretion without prior notice to, or consent of. the Buyer. 31. Modification: No provision, term or clause of the Agreement shall be revised. modified, amended or waived, except by an Instrument in writing signed by the Buyer and the Seller. 32. Rights of Others : The Agreement does not create any rights, claims or benefits inuring to any person or entity. olher than Seller's successors and/or assigns. that is not a party to the Agreement, nor does it create or establish any third party beneficiary to the Agreement. 33. Counterparts: The 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. 34. Headings: The titles to the sections and headings of various paragraphs of the Agreement are placed for convenience of reference only and, in case of conflict. the text of the Agreement, rather than such titles or headings. shall control 35. 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 36. Force Majeure: Except as provided In Section 24 to this Addendum, no party shall be responsible for delays or failure of performance resulting frorn 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. 37. Attorney Review: The Buyer acknowledges that Buyer has had the opportunity to consult with its legal counsel regarding the Agreement and that accordingly the terms of the Agreement are not to be construed against any party because that party drafted the Agreement or construed in favor of any Party because that Party failed to understand the legal effect of the provisions of the Agreement. 38. Notices: Any notices or other documents required to be given or delivered under the Agreement shall be deemed to have been delivered when actually received in the case of hand or overnight delivery, or fIVe (5) calendar days after mailing by first dass mall, postage paid, or by fax with confirmation of transmission to the numbers below. All notices to the Seller will be deemed sent or delivered to the Seller when sent or delivered to Seller's listing broker or agent or Seller's attorney. at the address or fax number shown below on the signature page of this Addendum. All notices to the Buyer shall be deemed sent or delivered and effective when sent or delivered to the Buyer or the Buyer's attorney or agent at the address or fax number shown below. 39. Dispute Resolution: At the request of either party, any dispute ariSing under this Agreement shall be submltled to mediation before resort to arbitration or court action. Mediation fees shall be divided equally and each party shall bear his or Its own attorney's fees and costs. Neither party may require binding arbitration prior to commencement of court action, although the parties may mutually agree to such arbitration. 166 .2 , N D v e)M"wr I~ I'lPbQj FINANCIAL TERMS ACKNOWLEDGEMENT EXHIBIT A Final Contract Date: AHMSI REO no.: Buyer Name: 11/0312008 0022333371 Collier County Community Redevelopment Agency Property Address: Planned Close of Escrow Date: Sales Price Financing Type: Earnest Deposit: Down Payment Loan Amount (net); Per Diem: $99.00 To be paid by Buyer to closer in advance of any written extensions by Seller 2515 Becca Ave, Naples, FI34112 11/2812008 $99,000.00 Cash $1,000.00 $99,000 Requested Closing Costs Paid by Seifer on Behalf of Buyer (Limited to loan guidelines) Orignation Fee: Escrow: Title Fee: FHANA Allowable Costs: Non FHANA Buyer Closing CostslPrepaids: Current Property Taxes: Property Transfer Taxes: Home Protection POlicy: Other TOTAL: By Buyer/Lender Fumigation/Chemical only: Termite Repairs: Pest Report Fee: Other TOTAL: Buyer(initials) Seller(initials) 16G 2 I I ZIlPI .to. EFFECT OF ADDENDUM : THIS REAL ESTATE PURCHASE ADDENDUII ",.,..... AND SUPPLEIIENM THE CONTRACT AND, F APPLICABLE, ESCROW INSTRUCTIOtG. IN THe avENT 1HI!RE . 1M'( cotIFIJC1' BE1WEEN THIS ADDeNDUM AND lItE CONTRACT OR ESCROW ~ OR NOTICE OR 011B ~ ATTACHED AND MAD! A PART OF 11tE AGRtDENT, TIE ~ OF 11118 ADDENDUM TAKE PRECEDENCE AND SHALL PREYAL. EXCEPT AS OnERWISE PROVIDED BY APPUCABLE LAW. TM undecwigned. if executing 1he AgreernItlt on behalf Gf . SeIIet endIor . Buyer that it I corponIIion. p&mership, ,1Mt or Olher enUty. repr...nts n ...ralla '* hMhe is authoriZed by that entity to .... InIo the Agreement and bind .. entity to perbm" dutiee end ~.1IIIIIIId in theAglwem8nt. 41. Entire Agreement : The AoI-.tCWlt., incfuding the dillclosln of infom1IIIIon on lead baed ptIint and/or lead beMd Pi!Int hamrds or the SeIter DiIc:lolIUnt and ReIeae Addendum or 0U1er cIfIckIu'8 fonns or ~ requRcI br -. CClRIIIuI8s the entire &gIMlMIlt blItMln the Buyer and the seier concemlng the subjec:t ..... henIOf Md supeI8IIde& .. ~ cornnu'lic8IIon U1.,....1dings. representaIiona ...... covenantI or ~ -- ..-.n or cnI III1d there are no CII'III or OCher wriIIn ~reerMIltS between the Buyer and .. Seller. No Cdt pron.... ~ (eocpnl"'" or irnpIId). W8I'I'WlIies or agreements made by the SelIIr WIdIor broIwt or ." peNOn -*8 on ....... of The........... bit ....IINICI valid or ....... upon 1M leier, ........ .-pr..." IncIudM In.... ........... All negaCllltlo..............1nIIo the AgrMIMIlt. 1he...... not dJ.....d ..,.., oilier...... CIf ani ~ or ttlIIBrnents of ftnandeI tenns atataments mede by the SeIer. the s.Iers repreI8I1tlItIY or "" .... ..... lice...... ( IN WITNESS WHEREOF. the Buyer and the Seller h8ve entered Into the Agreement.. Gflle... tht.. forth abcNe. euvER(S):Coller COunty CommunIy Redevelopment AgfJncy SELLER: AmericIn Home 8eNicIng. Inc. - JImIIad pow8I' of dDmey for o.utIche Bank NalIoMJ:TMl eomp.ty. TnJIIee for HSI AIIlMII Secu1Itz.uon ~f8IIon 2007-oPT1 Mortpge .... TtIrOUIh CertJfte rIll, Seriel2007..oP11. BY: SIgnItUnr. ~ ~ Bay8hOre DrIVe, ..... A 34112 DatI: TJIkt: Date: SOciII SecurIty No.: TeIIphol18: 239-843-1115 Fax: BuyWI Agent Teddie Wantz Addrwa: TaIaphone: 239-253-&485 Fax: Sellel"a Agent Carter Wheeler Adchsa: 10001 TamIIImI Tr., N.. NIIpIes. Fl34108 Telepho".: 239-877-7828 Fax: 289-238-0332 SllJe(a AttIomey: Name: AddreIs: Telephone: Fa ~. Attorney: Name: Adchu" T~ Fa ~ CLOSER Company Name: Morris Hardwick Schneider Dba LandCastle Title lLC Contact person: JeffreySandler Phone: 813-249-9900 Fax: 813-249-9920 TITLE COMPANY Company Name: Phone: BROKER INFORMATION Listing Agent Carter Wheeler Company: Amerivest Realty Contact person: Fax: Phone:23~77-7626 Fax:239-236~332 Selling Agent: Teddianne Wantz Company: Phone: 2392538458 Fax: Total Commissions: 6.0 %% or $5,940.00 Agent Bonus BUYER(lnitlals) SELLER(lnltials) 16G 2 N~\Je)M.W fb I '?4:> ?(