07/17/2013 AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: July 30, 2013
TO: Peter Horton,
Director of Airports
ATTN.- Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM: Vitia Fernandez, D. C.
At the July 17, 2013, Board of -County Commissioners meeting, the Board granted approval of
Item C25 Agreement For The Purchase Of Lands at the east end of the Key West International Airport
runway.
Attached is a duplicate original of the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Finance
File
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500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax. 305-852-7146
AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this 1-17W day of July, 2013, by and between
First Citizens Bank & Trust Company, a North Carolina bank (hereinafter "Seller'), and the
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (hereinafter, "COUNTY").
WITNESSETH:
1. Seller agrees to sell to the COUNTY certain lands upon the terms and conditions
hereinafter set forth, and for the price of Five Hundred Thousand Dollars ($500,000) (the
"Purchase Price") for all of the lands, which lands shall include all of Seller's interest in and to all
tenements, hereditaments, together with all water and other rights, easements, appurtenances,
and any and all of the Seller's rights in or arising by reason of ownership thereunto belonging,
owned by them, situate and lying in the City of Key West, the County of Monroe, State of
Florida, more particularly described as follows; to -wit:
Street address: 3883 South Roosevelt Blvd.
Legal Description: PT KW NO 36 A PARCEL OF LAND LYING W OF S ROOSEVELT
BOULEVARD G66-163 OR1159-1644/1645P/R OR1186-1062/1064 OR1496-436
OR2213-908/11 OR2344-1040/41CT — EXACT LEGAL DESCRIPTION IS ATTACHED
HERETO AS EXHIBIT "A", PARCEL # 00065100 (the "Property)
2. The Seller agrees that they have full right, power and authority to convey, and that they will
convey to the COUNTY the fee simple title to the Property, free and unencumbered, except
subject to the following:
Existing easements, matters, covenants, reservations and restrictions of record; any oil, gas
or mineral reservations; and any zoning and other land use restrictions, and all matters set
forth in EXHIBIT "B" attached hereto.
The COUNTY, at the COUNTY'S expense, within the time allowed to deliver evidence of title
and to examine same, may have the real property surveyed and certified by a registered
Florida surveyor. If the survey discloses encroachments on the real property or that
improvements located thereon encroach on setback lines, easements, lands of others, or
violate any restrictions, contract covenants, or applicable governmental regulations, the
same shall NOT constitute a title defect.
Seller shall convey a marketable title subject only to the aforementioned liens,
encumbrances, exceptions or qualifications set forth herein. Marketable title shall be
determined according to applicable title standards adopted by authority of the Florida Bar
and in accordance with law. The COUNTY shall have sixty (60) days from the effective date
of this contract in which to examine title. If title is found defective, the COUNTY shall, within
this specified time period, notify Seller in writing specifying defect(s). If the defect(s) render
title unmarketable the Seller will have one hundred twenty (120) days from receipt of notice
within which to remove the defect(s), failing which the COUNTY shall have the option of
either accepting the title as it then is or rescinding the contract herein; thereupon the
COUNTY and the Seller shall release one another without liability to either party of all further
obligations under this Agreement. The Seller will, if title is found unmarketable, use diligent
effort to correct defect(s) in title within the time provided therefore, but NOT including the
bringing of necessary suits. In the event the cost to Seller to make the title marketable
exceeds $5,000 in the aggregate, Seller shall have the right to terminate this contract
without liability to either party of all further obligations under this Agreement.
3. The Seller further agrees not to do, or suffer others to do, any act by which the value or
title to said Property may be diminished or encumbered. It is further agreed that any loss or
damage occurring prior to the vesting of title in the COUNTY by reasons of the unauthorized
cutting or removal of products therefrom by Seller, or because of fire, shall be borne by the
Seller; and that, in the event any such loss or damage occurs, the COUNTY may refuse, without
liability, to accept conveyance of said Property, or it may elect to accept conveyance it is then
"as is" condition with NO adjustment of the purchase price.
4. The Seller further agrees that during the period covered by this instrument, officers and
accredited agents of the COUNTY shall have at all proper times the unrestricted right and
privilege to enter upon said Property for all proper and lawful purposes, including examination of
said Property and the resources upon them. The COUNTY hereby agrees to indemnify Seller
and to hold Seller, Seller's agents and employees, and the Property harmless from and against
any and all losses, costs, damages, claims, or liabilities ' ,
'hems and ' to the extent set forth in F.S. 768.28, arising out of or in connection
with the COUNTY's access to or entry upon the Property under this paragraph 4. Nothing
contained in this section shall be construed to be a waiver of any protections under sovereign
immunity. Nothing contained herein shall be construed to be a consent by either party to be
sued by third parties in any matter arising out of this agreement.
5. The Seller will execute and deliver to the COUNTY at closing a good and sufficient
special warranty deed in the form attached hereto as EXHIBIT "C" conveying to the COUNTY
title to the said Property of such character as to be satisfactory to the legal counsel of the
COUNTY. Notwithstanding the foregoing, if Seller is unable, at closing, to convey to the
COUNTY such title as stated in this paragraph, the COUNTY's sole remedy shall be to
terminate this Agreement.
6. In consideration whereof the COUNTY agrees that it will purchase all of said Property
and other interests at the price of the Purchase Price which will be paid by COUNTY as follows:
At closing, COUNTY shall pay to Seller, in immediately available funds, the sum
necessary to make the total consideration paid to Seller at Closing equal to the
Purchase Price, plus or minus prorations as herein provided, in accordance with the
terms hereof.
Seller hereby authorizes COUNTY to issue a County check or warrant directly to an escrow
agent who is authorized by law to receive such payment, and who is acceptable to both
COUNTY and Seller, and to require the escrow agent to pay Seller's expenses of sale and real
estate taxes pursuant to a closing statement as may be executed by the COUNTY and Seller at
closing pursuant to the terms of this Agreement.
Should COUNTY's funds not be available for any reason, COUNTY or Seller may elect to
terminate this Agreement by written notice to the parties without liability to any party.
2
Conveyance of the property in fee simple from Seller to COUNTY will take place at the closing,
in exchange for the payments to be made to Seller at closing as set forth in this paragraph 6.
The COUNTY shall pay the following expenses associated with the conveyance of the Property:
deed recording fees, settlement fees, abstract fees, lien searches, title searches, title
examination fees, the COUNTY's attorneys fees, and title insurance, and all other costs and
expenses incurred by COUNTY in connection with this transaction, as well as the prorata share
of prepaid real property taxes allocable to the period subsequent to the vesting of title in the
COUNTY, or the effective date of possession of such real property by the same, whichever is
earlier. The Seller shall pay only pay the following: the expenses of documentary stamps to be
affixed to the deed and the Seller's attorney fees, if any. Full possession of the Property shall
pass to the COUNTY as of the date payment is made to the Seller at closing.
7. It is mutually agreed that an abstract, title insurance policy or other evidence of title to
the Property herein contracted to be sold, satisfactory to the legal counsel of the COUNTY will
be obtained by the COUNTY at its expense. COUNTY acknowledges that Seller has no
evidence of title to provide to COUNTY.
8. This Agreement may not be assigned by any party without the prior written consent of
the other parties.
9. It shall be the obligation of the Seller to pay all taxes and assessments outstanding as
liens at the date title vests of record in the COUNTY, if such taxes and assessments are then
due and payable.
10. It is mutually understood and agreed that notice of acceptance of this agreement shall
be given to the Seller by mail addressed to the Seller at the following address:
First Citizens Bank
16 E. Rowan Street
Raleigh, N.C. 27609
Attention: Tim Bylow
With a copy to:
Beatriz M. Capote, Esq.
Capote & Capote, P.A.
799 Brickell Plaza, Suite 700
Miami, Florida 33131
and shall be effective upon date of Seller's acknowledgement of receipt and shall be binding
upon all of the Seller(s) without sending a separate notice to each, except as such obligation
may be affected by the provisions of paragraph 6 hereof.
11. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
12. The effective date of this agreement shall be that date when the last one of the Seller(s)
and the COUNTY has signed this agreement.
ON
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Mr EM
14. If the Seller wishes to proceed with this transaction, the Seller shall sign and return this
contract to the COUNTY; subsequently, the contract will be presented to the Board of County
Commissioners at the first available commission meeting pursuant to county policy. In the event
this contract is not signed by the COUNTY and returned to Seller on or before sixty (60) days
from the execution of this contract by the Seller, Seller shall have the right to rescind this offer.
15. This contract is contingent upon the COUNTY receiving FAA funds to purchase the
Property.
16. The closing date will be 45 days after the County receives FAA funds. Notwithstanding
anything in this Agreement to the contrary, in the event this transaction has not closed by
November 1, 2013, Seller shall have the right to terminate this Contract upon written notice of
such termination by Seller to COUNTY.
17. Seller and COUNTY hereby represent each to the other that, except as set forth below,
they have not disclosed this Agreement, or the transactions contemplated hereby or the subject
matter hereof, to any real estate broker, agent, or salesperson so as to create any legal right or
claim in any such broker, agent, or salesperson for a real estate brokerage commission or
compensation with respect to the negotiation or consummation of this Agreement. Seller and
COUNTY to the extent of F.S. 768.28 hereby indemnify each other against, and agree to hold
and save each other harmless from, any claims (or expenses related thereto, including, but not
limited to, expenses for reasonable attorneys' fees incurred in defending any such claims or
enforcing this indemnity) for any real estate brokerage commissions or similar fees arising out of
or in any way connected with any claimed agency relationship with the indemnitor and relating
to the subject matter hereof. Nothing contained in this section shall be construed to be a waiver
of any protections County is entitled to under sovereign immunity. Seller and COUNTY
recognize RALPH SANCHEZ OF CENTURY 21 and SCOTT SIME OF SIME REALTY
(together, the "Brokers") as the sole Brokers with whom they have dealt in this transaction and
Seller shall pay RALPH SANCHEZ OF CENTURY 21 a three (3%) percent of the Purchase
Price commission at closing and SCOTT SIME OF SIME REALTY a three (3%) percent of the
Purchase Price commission at closing. No commission shall be due to the Brokers in the event
the closing does not occur for any reason whatsoever. This paragraph shall survive the closing
of this transaction or any termination of this Agreement.
4
18 See attached "AS IS" Addendum of even date herewith which is made a part hereof.
IN WITNESS WHEREOF, the Seller(s) have hereunto signed their names and affixed their
respective seals on the day first above written, with the understanding that this Agreement for
Purchase cannot be executed by the COUNTY until after it is reported to it for its consideration,
and therefore the Seller(s) for and in consideration of the Ten Dollars ($10.00) hereinabove
acknowledge as received, have and do hereby grant unto the COUNTY or its authorized
representative, or any other office or agent of the COUNTY authorized to purchase said
Property, the option and right to enter into this Agreement for Purchase within sixty (60) days
from the execution thereof by the Seller(s), and to purchase said Property as herein provided.
Seller(s)
First Citizens Bank & Trust
Company, a North Carolina bank
By: /., / --l�-� ' Junes, 2013 Q«• ?14,• ' &4p
Signat a Date Phone Number
1 ice
Title
MONROE COUNTY, acting by and through its Board of Co ntv Commissioners has executed
this agreement on behalf of the MONROE COUNTY this day of
2013.
(SEAL)
Attest:-E.A. "' ' 4 ^ ^-FClerk
-VHIAA M, d
By:
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: 5
Mayor/Chairman
l
Date: rIT" 2013
BROKERS: The undersigned join in the execution of this Contract for the sole purpose of
acknowledging and agreeing to be bound by Paragraph 17 of this Contract.
RALPH SANCHEZ OF CENTURY 21
Date: June , 2013
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SCOTT SIME OF SIME REALTY
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Date: June , 2013
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IN WrINESS WHEREOF, the SOWS) hays hereunto signed their names and affbaed their
reeperaw seals on the day first above wriden, with the understanding OW this Agreement for
prr+etasse cannot be w eaded by the COUNTY until alter It Is reported to It for ft
and therelbre the SOWS) fbr and in consideration of the Ten Dollars ($10.00) herelaebme
adcrwwbdge as receh+ed, have and do hereby grand unto the COUNTY or to authorized
represersawye. or any other 0110e or agent of the COUNTY aultum zed to purchase said
Properly, the option and dgtt to enter into this Agreement for Purchase W to sixty (tM days
from the e"acu w thereof by the SeWs), and to purchase said Property as herein provided.
Saw*
First C11thw s Bank A Tnart
Ccngw ►. a Nash Carolkn bank
June 21 2013 gm.ilfP-484,
Dalm Phone Number
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MONROE COUNTY, adhV by and ttroWh Its Board of Coa * Cormaser'or has eoaeaited
this agreement on being of the MOPROE COUNTY this I-7 day of J
2013.
(SEAL)
4W
Altast 10046E, Clerk
—j
'W's.1 D,.I I.
BOARD OF COUNTY
OF MOPIROE QOLWTY, FLORJDA
Z. (�
MrAdChai man
Date:
1711, 2013
BRoXZR8: 'tie undersigned join in the awcution of this Conhsd for the sole purpose of
acknowledging and ag =ing to be bound by Paragraph 17 of this ConttracL
24 wA.-,
RALPH OF CENTLWY
Date: June 3C3 2013
SCOTT SMIAE OF =IE REALTY
Date; June , 2013
18. See attached "AS IS" Addendum of even date herewith which is made a part hereof.
IN WITNESS WHEREOF, the Seller(s) have hereunto signed their names and affixed their
respective seals on the day first above written, with the understanding that this Agreement for
Purchase cannot be executed by the COUNTY until after it is reported to it for its consideration,
and therefore the Seller(s) for and in consideration of the Ten Dollars ($10.00) hereinabove
acknowledge as received, have and do hereby grant unto the COUNTY or its authorized
representative, or any other office or agent of the COUNTY authorized to purchase said
Property, the option and right to enter into this Agreement for Purchase within sixty (60) days
from the execution thereof by the Seller(s), and to purchase said Property as herein provided.
Seller(s)
First Citizens Bank & Trust
Company, a North Carolina bank
By: June , 2013
Signature Date
Title
Phone Number
MONROE COUNTY, acting by and through its Board of County Commissioners, has executed
this agreement on behalf of the MONROE COUNTY this rJ11t day of
2013.
(SEAL) AM4- 4RO- i (f!1
Attest: , Clerk
vWk 111, 1-111
Deputy- /
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
__ AVZY�Z-
Mayor/Chairman
Date: i I T , 2013
BROKERS: The undersigned join in the execution of this Contract for the sole purpose of
acknowledging and agreeing to be bound by Paragraph 17 of this Contract.
RALPH SANCH OF CENTURY 21
Date: June, 2013
SCOTT SINVPF SIME REALTY
Date: June A / Q i, 2013
5
EXHIBIT "A"
Commencing at the intersection of the Southerly R/W line of Flagler Avenue and
the Westerly R/W line (curb line) of Roosevelt Boulevard for a distance of 2,510
feet to the POB of the parcel of land hereinafter described: From said POB bear
South 10' 15'20" East for a distance of 1,157 feet to a point; thence bear Westerly
and 50 feet Northerly from and parallel with the Northerly boundary line of the
Key Ambassador property for a distance of 386.5 feet to a point; thence bear
Northwesterly for a distance of 105 feet to a point which is 450 feet measured at
right angles to the Westerly R/W line (curb line) of Roosevelt Boulevard; thence
bear North 10'15'20" West for a distance of 986.5 feet to a point; thence bear
North 79°44'40" East for a distance of 450 feet back to the POB. Less 2.04 acres
on the South end of aforesaid described property conveyed to Monroe County.
�i
EXHIBIT "B"
City of Key West Area of Critical State Concern, Rule 27F-
15 of the Florida Administrative Code, adopted by the
Administration Commission pursuant to Section 380.05
F.S. on February 7, 1984, effective February 28, 1984,
recorded in Book 906, Pages 200-208.
2. Subject to City Ordinance No. 81-43 and Amendment 82-5
thereof, which provides for the assessment and collection
of waste in the City of Key West, Monroe County, Florida.
3. Any loss, damage, claim or demand related to or arising
from any imprecision in the legal description of the subject
property, or in the size or quantity of acreage of the subject
property, related to the fact that the legal description of the
subject property includes a reference to a less out of 2.04
acres of property the was previously conveyed, but we do
not have a legal description of the property that was
conveyed, a reference to the deed by which the property
was conveyed, or a survey of the subject property depicting
the insured property.
7
Prepared by and Return To:
LANI CAPOTE-DULL, ESQ.
CAPOTE & CAPOTE, P.A.
799 Brickell Plaza, Suite 700
Miami, Florida 33131
Folio #
EXHIBIT "C"
SPECIAL WARRANTY DEED
This Special Warranty Deed, made this day of , 2013, between
FIRST -CITIZENS BANK & TRUST COMPANY, a North Carolina Chartered Commercial Bank,
Grantor, whose address is 221 Miracle Mile, Coral Gables, Florida 33134, and
Grantee, whose address
is
WITNESSETH: That the Grantor, for and in consideration of the sum of TEN and
NO/100 ($10.00) DOLLARS and other valuable considerations, receipt whereof is hereby
acknowledged, by these presents does grant, bargain, sell, alien, remise, release, convey and
confirm unto the Grantee, all that certain land situate in Monroe County, Florida, being more
particularly described as follows:
Commencing at the intersection of the Southerly R/W line of Flagler Avenue
and the Westerly R/W line (curb line) of Roosevelt Boulevard for a distance of
2,510 feet to the POB of the parcel of land hereinafter described: From said
POB bear South 10115'20" East for a distance of 1,157 feet to a point; thence
bear Westerly and 50 feet Northerly from and parallel with the Northerly
boundary line of the Key Ambassador property for a distance of 386.5 feet to
a point; thence bear Northwesterly for a distance of 105 feet to a point which
is 450 feet measured at right angles to the Westerly R/W line (curb line) of
Roosevelt Boulevard; thence bear North 10°15'20" West for a distance of
986.5 feet to a point; thence bear North 79144'40" East for a distance of 450
feet back to the POB. Less 2.04 acres on the South end of aforesaid described
property conveyed to Monroe County.
SUBJECT TO:
l . Taxes and assessments for the year 2013 and subsequent years.
2. Zoning and governmental ordinances, if any.
Conditions, covenants, restrictions, limitations and easements of record, if
any, but this provision shall not operate to reimpose same.
TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or
in anywise appertaining.
TO HAVE and to HOLD, the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that it is lawfully seized of said land
in fee simple; that it has good right and lawful authority to sell and convey said land; that it hereby
specially warrants the title to said land and will defend the same against the lawful claims of all
persons claiming by, through or under the said Grantor, but against none other.
IN WITNESS WHEREOF the Grantor has caused these presents to be executed in its
name, by its proper officers thereunto duly authorized, the day and year first above written.
Signed, sealed and delivered
in our presence:
Print Name:
Print Name:
STATE OF
COUNTY OF
FIRST -CITIZENS BANK & TRUST
COMPANY, a North Carolina Chartered
Commercial Bank
Name:
Title:
The foregoing instrument was acknowledged before me this day of ,
2013, by
of FIRST -CITIZENS BANK & TRUST COMPANY,
Bank, who is personally known to me or who produced
identification.
Commission Expires:
as
a North Carolina Chartered Commercial
as
NOTARY PUBLIC
Print Name:
AS IS ADDENDUM
This is an Addendum to that Agreement for the Purchase of Lands ("Purchase
Agreement") dated , 2013, by and between MONROE COUNTY
BOARD OF COUNTY COMMISSIONERS (the "COUNTY") and FIRST CITIZENS BANK &
TRUST COMPANY, a North Carolina bank (the "Seller") for the purchase and sale of the real
property located at 3883 South Roosevelt Blvd., Key West, Florida, PARCEL # 00065100 (the
"Property").
It is acknowledged and agreed by COUNTY and Seller as follows:
1. Seller acquired the Property (i) through foreclosure, (ii) through deed -in -lieu of
foreclosure, (iii) quit title action, or (iv) directly or indirectly, from the Federal Deposit Insurance
Corporation as receiver for Sun American Bank after the State of Florida Office of Financial
Regulation, closed Sun American Bank, a Florida -chartered commercial bank, and appointed
the Federal Deposit Insurance Corporation as receiver for Sun American Bank. Because of the
circumstances under which Seller acquired the Property, Seller has little or no knowledge
regarding the condition of the Property.
2. In consideration for Seller's agreement to complete the transaction with
COUNTY, Seller and COUNTY agree as follows:
a. The deed from Seller to COUNTY shall be a special warranty deed and
COUNTY shall look to the title company issuing the title insurance policy for any claim or
damage. At closing in addition to the special warranty deed, Seller shall provide a no lien,
possession, gap and FIRPTA affidavit in the form attached hereto as Exhibit "1", no other
affidavit, warranty or representation whatsoever shall be required from Seller except (a) a FIRPTA
Affidavit and (b) evidence of Seller's formation, existence, and authority to to sell and convey the
Property.
b. Prior to the Closing, COUNTY will have had the opportunity to investigate
all physical and economic aspects of the Property and to make all inspections and
investigations of the Property that COUNTY deems necessary or desirable to protect
COUNTY's interests in acquiring the Property. Neither Seller nor anyone acting for or on behalf
of Seller has made any representation, warranty, promise, or statement, of any kind or nature,
either express or implied, to COUNTY or to anyone acting for or on behalf of COUNTY
concerning the Property or the condition, use, or development thereof, including but not limited
to square footage, zoning, roof, foundation, building materials, siding, roofing, ceiling, insulation,
drainage, leakage, pest, rot, mold problems, sewage, septic, plumbing, electrical, heating,
furnace, hazardous substances, above, upon or below the subject property, lead paint,
asbestos, and/or the qualify or condition of the health hazards, encroachments, including
fences, rockeries, buildings or otherwise. For purposes of this Addendum, hazardous
substances includes any and all oil, or petrochemical materials, hazardous wastes, toxic
substances or related materials, including, without limitation, any substance now or hereafter
defined as or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," or "toxic substances" under any applicable federal, state or local law or
regulations. In entering into this Addendum, COUNTY has not relied on any representation,
warranty, promise, or statement, express or implied, of Seller or anyone acting for or on behalf
of Seller. All matters concerning the Property have been or shall be independently verified by
COUNTY prior to the Closing, and COUNTY shall purchase the Property, or elect not to do so,
Page 1 of 4
based on COUNTY's own prior investigation and examination of the Property (or COUNTY's
election not to do so). AS A MATERIAL INDUCEMENT TO THE EXECUTION AND
DELIVERY OF THIS ADDENDUM BY SELLER, COUNTY IS PURCHASING THE PROPERTY
IN AN "AS IS" AND "WHERE IS" PHYSICAL CONDITION AND IN AN "AS IS" STATE OF
REPAIR, WITH ALL FAULTS, including, without limitation, latent defects and other matters not
detected in COUNTY's inspections, without recourse to Seller. Except as provided herein and
in the documents delivered by Seller at Closing, COUNTY waives, and Seller disclaims, all
warranties of any type or kind whatsoever with respect to the Property, whether express or
implied, including, by way of description but not limitation, those of quality, merchantability, or
fitness for a particular purpose or use, including, without limitation, COUNTY's intended uses or
purposes. Upon the closing of the purchase and sale contemplated hereby, COUNTY shall be
deemed to have accepted the Property and each and every portion thereof unconditionally and
with a full and complete waiver of any and all (none being implied hereby) rights COUNTY may
have, acquire, or assert to rescind, set aside, or avoid the transactions contemplated hereby or
to seek a reduction, adjustment, offset, or recovery of the Purchase Price.
Consistent with the foregoing, COUNTY, for itself and its agents, affiliates, successors
and assigns, hereby releases and forever discharges Seller and its agents, affiliates,
employees, successors, and assigns (collectively, the "Releasees") from any and all rights,
claims, and demands at law or in equity, whether known or unknown at the time of this
Agreement, which COUNTY has or may have in the future, arising out of the physical,
environmental, economic, or legal condition of the Property, including, without limitation, all
claims in tort or contract and any claim for indemnification or contribution arising under the
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section
9601, et.seq.) or any similar federal, state, or local statute, rule, or ordinance relating to liability
of property owners for environmental matters. Without limiting the foregoing, COUNTY, upon
Closing, shall be deemed to have waived, relinquished, and released Seller from and against
any and all matters arising out of latent or patent defects or physical conditions, violations of
applicable laws, and any and all other acts, omissions, events, circumstances, or matters
affecting the Property. For the foregoing purposes, and in consideration of Seller's completion
of this transaction, COUNTY hereby specifically acknowledges that this release will extend to
claims unknown at the time of executing this release which, had they been known by COUNTY,
would have materially affected COUNTY's decision to enter into this Addendum. COUNTY
hereby specifically acknowledges that COUNTY has carefully reviewed this Addendum and
discussed (or had ample opportunity to discuss) its import with legal counsel and that the
provisions of this Addendum are a material part of the Purchase Agreement.
3. COUNTY may not rely on Seller or Seller's agents or COUNTY's agents as to the
condition of the Property and no person acting on behalf of Seller is authorized to make any
such representation, agreement, statement, warranty, guaranty or promise regarding the
property or any aspect of the Property.
4. Regardless of terms to the contrary in the Purchase Agreement or any other
documents between COUNTY and Seller relating in any way to this transaction, in the event of
Seller's default hereunder without legal right, COUNTY's sole and exclusive recourse is limited
to termination of the Purchase Agreement.
5. The Property subject to this sale consists of the real property identified above
and does not include any personal property. In the event the Property contains any personal
property, said items, at Seller's option, will be included in the transfer for no consideration.
Seller makes no warranties or representations as to the existence of such items.
Page 2 of 4
6. Any assessment (special or otherwise) levied and payable in installments shall
be prorated to the closing date and any installments due after the closing date shall be paid by
COUNTY. Furthermore, all pending assessments (special or otherwise), if any, as of the date
Seller executes this contract shall be assumed and paid by COUNTY.
7. COUNTY shall accept the Property subject to all open permits and violations, if
any, and any and all fines and charges related thereto.
8. COUNTY and Seller agree that the terms of this Addendum supersede any and
all conflicting terms in the Purchase Agreement or any other documents between COUNTY and
Seller relating in any way to this transaction.
Signatures and initials in this Addendum or in the Purchase Agreement, and in any
written modifications thereto communicated electronically will be acceptable for all purposes,
including delivery, and will be binding.
First Citizens Bank & Trust
Company, a North Carolina bank
By: 44June o?-7 , 2013 glct 71. 4 6(e
Signatu a Date Phone Number
Vice 7fesJettt
Title
MONROE COUNTY, acting by and through its Board of County Commission , has executed
this agreement on behalf of the MONROE COUNTY this day of �.
2013. �—
(SEAL) VkmLt �D'.u*11'A BOARD OF COUNTY COMMISSIONERS
Attest: 13ANNY b. KeH IAO Clerk OF MONROE COUNTY, FLORIDA
By: By: Y-
Depu C rk Mayor/Chairman
Date: n"" 2013
Page 3 of 4
EXHIBIT "I"
NO LIEN, POSSESSION AND GAP AFFIDAVIT
STATE OF _
COUNTY OF
Before me, the undersigned authority, personally appeared
by me first duly sworn, on oath, deposes and says:
1. Affiant is a
a North Carolina bank (the "Company").
("Affiant") who being
of FIRST -CITIZENS BANK & TRUST COMPANY,
2. That the Company is the owner of the property legally described in Exhibit "A" attached hereto (the
"Property").
3. The Company has not within the past 90 days made any improvements, alterations, or repairs to the
Property for which it has not paid.
4. That there are no matters, claims or proceedings which are currently pending against the Company
which could create a lien on the Property during the period of time between 2013 at and the
time of recording of the deed conveying title to Purchaser as hereinafter defined.
5. Affiant further states that Affiant shall not execute any conveyance, mortgage or other instrument
affecting title to the Property or perform any acts which could create a lien or encumbrance against the Property during
the period of time between 2013 at and the time of recording the deed in favor of
Purchaser as hereinafter defined.
6. To Affiant's knowledge, there are no leases or parties in possession of the Property.
7. That this affidavit is made for the purpose of inducing ("Purchaser") to
purchase the Property from the Company and to induce ("Title Agent") and
("Title Insurer") to insure the title to the Property.
FIRST -CITIZENS BANK & TRUST COMPANY,
a North Carolina bank
By:
Nat
Sworn to and subscribed before me this day of , 2013 by
as of FIRST -CITIZENS
BANK & TRUST COMPANY, a North Carolina bank, who is personally known to me or who produced
as identification.
Commission Expires:
NOTARY PUBLIC
Print Name:
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