Item C25 BOARD OF COUNTY COMIVIISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: July 17,2013 Division: Airports
Bulk Item: Yes XX No — Staff Contact Person: Pedro Mercado/Peter Horton
AGENDA ITEM WORDING: Approval of Agreement For The Purchase Of Lands at the east end of
the Key West International Airport runway.
ITEM BACKGROUND: Situated between the east end of the runway at the Key West International
Airport and South Roosevelt Boulevard in Key West is an approximately 9 acre parcel of mostly
mangrove covered land. This location of this parcel is critical in that it lies in the flight path of the
airport runway. Eight of the nine acres of the parcel is wetland with approximately one acre of upland
on the parcel that could be developed by the purchaser of the parcel. The parcel is currently owned by
First Citizens Bank & Trust Company which foreclosed on the previous owner. The purchase of the
parcel will be financed by the FAA which encourages airports to buy property adjoining their airports
in order to curtail incompatible land uses around the airport. By purchasing this property the County
will ensure that the upland acre will not be developed in a manner inconsistent with airport use and the
airport will have property that it can use for mitigation of future development at the Key West or
Marathon Airports.
PREVIOUS RELEVANT BOCC ACTION:
None
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:$500_000_ BUDGETED: Yes XX No_
COST TO COUNTY: $0 SOURCE OF FUNDS: FAA
REVENUE PRODUCING: Yes No_ AMOUNT PER MONTH Year
�
APPROVED BY: County Att OMB/Purchasing Risk Management '~
rr
DOCUMENTATION: Included XX Not Required
DISPOSITION: AGENDA ITEM#
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract#
Contract with: Pending FAA Grant Effective Date: TBD
Expiration Date: TBD
Contract Purpose/Description: The Purchase of Lands at the east end of the Key West International Airport
Runway.
Contract Manager: Peter Horton #5200 Airports- Stop#5
(name) (Ext.) (Department/Stop)
for BOCC meeting on: 07/17/2013 Agenda Deadline: 07/02/2013
CONTRACT COSTS
Total Dollar Value of Contract: $500,000 Current Year Portion: TBD
Budgeted? Yes Account Codes: TBD
Grant: Pending FAA Grant
County Match: 10%
ADDITIONAL COSTS
Estimated Ongoing Costs: For: .
(not included in dollar value above) (eg.maintenance,utilitles,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes
Date In Needed ev wer Date Out
Yes No
( ) ( 07/02/2013
µ
Airports hector 07/02/2013 m
" N) br Ho d
Risk Management
���Ris
k Man ment
O.M.B./Purchasing fo/� ( ) (� /
, County Attorney
" 0u Attorney
Comments: °°"
AGREEMENT FORTHE PURCHASE OF LANDS
THIS AGREEMENT Is made and entered into this _day of July, 2013, by and between
First Citizens Bards & Trust Company, a North Carolina bank (hereinafter "Sellee), 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 Fire Hundred Thousand Dollars ($600,000) (the
°Purchase Price'for all of the lands,which lands shall include a0 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 thereupoo belonging,
owned by them, situate and tying In the City of Key West, the Courtly 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 GM153 OR11t39-164411845P/R OR1186-106211064 OR1496436
OR2213-SMI1 OR2344-1040141CT— EXACT LEGAL DESCRIPTION IS ATTACHED
HERETO AS EXHIBIT"A",PARCEL#00085100(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"Er attached hereto.
The COUNTY,at the COUNTY'S expense,within the time allowed to delver 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
detamdned according to applicable title standards adopted by authority of the Florida Bar
and in accordance with law. The COUNTY shalt 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 Seiler 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 We as it then is or rescinding the contract herein; thereupon the
COUNTY and the Seller shall release one another without Iiabi tyy to either party of all further
obligations under this Agreement.The Seiler will, if title Is found unmarketable, use diligent
effort to correct defect(s) in title within the time provided therefore, but NOT including the
1
bringing of necessary suits. In the evert the cost to Seller to make the We marketable
exceeds $5,000 in the aggregate, Seiler shall have the right to terminate this conbrad
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
tide to said Property may be diminished or encurnbered. It is further agreed that any loss or
damage occurring prior to the vesting of tide in the COUNTY by reasons of the unauttwraed
cutting or removal of products therefrom by Seller, or bemuse of lire, 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 le condition with NO adjustment of the purchase price.
4. The Seiler further agrees that during the period covered by this instrument, officers and
accredited agents of the COUNTY shaft have at all proper, times the unrestricted
Fight
of
privilege to enter upon said Property for all proper and lawful purposes,including examination
said Property and the resources upon them. The COUNTY hereby agrees to indemnify,Seller
and to hold Seller, Sellers agents and employees, and the Property harmless from and against
any and all losses,costs,damages,claims,or liabilities
liens and attwneo Am 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 dosing a good and suffldent
special warranty deed in the form attached hereto as EXMBIT "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 dosing, 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 dosing, 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 proradons 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
dosing pursuant to the terms of this Agreement.
Should COUNTY's funds not be available for any reason, COUNTY or Seller may elect to
terrninate 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 VAN take place at the dosing,
In exchange for the payments to be made to Seller at dosing as set forth in this paragraph 6.
The COUNTY shall pay the following expenses assodated with the conveyance of the Property:
deed recording fees, settlement fees, abstract fees, lien searches, We searches, title
examination fees, the COUNTY's attomey's 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,whichevoer is
earlier. The Seiler 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 VAR
be obtained by the COUNTY at its herein contracted to be expense. COUNTY acknowledges that Seiler, safistactory to the legal counsel of the ha no
evidence of title to provide to COUNTY.
S. This Agreement may not be assigned by any party without the prior written consent of
the other parties.
ments
as
liensit shall bete obligation of the Seller to vests of record n the COUNTY, rf such taxes a all taxes and nd assessments are then
liens at the date
due and payable.
10. It is mutually understood and agreed that notice of acceptance of this agreement shall
be given to the Seiler 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 here
11. The property shall be delivered at dosing 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.
3
13. The WIUMW� shall hmm sbdy days ftm the effealive date of this agFeemni
Run no
-8semnent Identifies Me pFesense
lawsi Wine Which the GQWWF*shall have the OPUGH Of GOOF 8608pft the pF80Wty as
it Ulm in at .A 16-
14. If the Seiler wishes to prooeed with this transaction,the Seger shall sign and return this
contract to the COUNTY; subsequently, the contract will be presented to the Board of County
Commissloners 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 tine 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 46 days after the County receives FAA funds. Notwithstanding
anything in this Agreement to the contrary, In the event this transaction has not dosed 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.768M 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 attomeys' tees Incurred in defending any such claims or
enforcing this Indemnity)for any real est3te brokerage commissions or similar fees arising out of
or in any way connected with any claimed agency relationship with the indermitor and relating
to the subject matter hereof. Nothing contained In this section shag 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
Seiler shall pay RALPH SANCHEZ OF CENTURY 21 a three (3%) percent of the Purchase
Price commission at dosing and SCOTT SIME OF SIME REALTY a three(3%) percent of the
Purchase Price commission at dosing. No commission shall be due to the Brokers In the event
the dosing does not occur for any reason whatsoever.This paragraph shall survive the dosing
of this transaction or any termination of this Agreement
4
18 See attached"AS IT Addendum of even date h which is made a cart herec.
IN WITNESS WHEREOF, the Sellers) have hereunto signed their names and affixed their
rejective 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 Sellers) 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 Selier(s),and to purchase said Property as herein provided.
Sellers)
First Citizens Bank B Trust
Company,a North Carolina bank
By. 4June .2,2013 214.Alto. 484-
Signatule 1 9Date Phone Number
dice IrMA" (—
ride
MONROE COUNTY, acting by and through its Board of County Commissioners, has executed
this agreement on behaV of the MONROE COUNTY this day of
2013.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest DANNY L.KOLHAGE,Clerk OF MONROE COUNTY,FLORIDA
By: By.
Deputy Clerk Mayor/Chairman
Date: .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
SCOTT SIME OF SIME REALTY
Date: June 02013
MON CO N7Y At i " ivt
VE AS TO �
PED
ASSIS41I COU ADO
m,
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 Phone Number
Tine
MONROE COUNTY, acting by and through its Board of County Commissioner;, has executed
this agreement on behalf of the MONROE COUNTY this day of
2013. '
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: DANNY L. KOLHAGE, Clerk OF MONROE COUNTY, FLORIDA
By: By:
Deputy Clerk Mayor/Chairman
Date: , 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
SCOYMME OF SIME REALTY
Date.—June�'�,2013
5
18. See attadhed aAS ISO Addendum of even date herewith which Is made a oast
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 Seiler(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 sbdy (60)days
from the execution thereof by the Seller(s),and to purchase said Property as herein provided.
Seller(s)
First Chtizens Bank&Trust
Company,a North Carolina bank
By. June .2013
Signature Date Phone Number
Title
MONROE COUNTY, acting by and through its Board of County Commissioners, has executed
this agreement on behalf of the MONROE COUNTY this day of
2013. •
(SEAL) BOARD OF COUNTY COMMIMIONERS
Attest DANNY L KOLHAGE,Cleric OF MONROE COUNTY, FLORIDA
W. By.
Deputy Clerk Mayor/Chairman
Date: ,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 S HEZ OF TURY 21
Date: June Z"Z ,2013
SCOTT SIME OF SIME REALTY
Date: June ,2013
5
EXHFBff"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 POD 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.
6
E XIMIT"B"
1. 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 200 209.
2 Subject to City Ordinance No.81-43 and Amendment 82-5
thereor,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 of2.04
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
EXHIBIT"C"
Prepared by and Return To:
LANI CAPOTE-DULL,ESQ.
CAPOTE&CAPOTE,P.A.
799 Brickell Plaza,Suite 700
Miami,Florida 33131
Folio#
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
is
Grantee, whose address
MUNESSEMM That the Grantor, for and in consideration of the sum of TEN and
NOA00 ($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 moo:
particularly described as follows.-
Commencing at the intersection of the Southerly R/W line of Flagler Avenue
and the Westerly R/W line(carb 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*15120" West for a distance of
996.5 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
Prop"conveyed to Monroe County.
SUBJECT TO:
l. Taxes and assessmerds for the year 2013 and subsequent years.
2. Zoning and governmental ordinances,if any.
a
3. Conditions, covenants, restrictions, limitations and easements of record, if
any,but this provision shall not operate to reimpose same.
TOGETHER with all the tenements,hereditsments and appurtenances thereto belonging or
in anywise appertaining.
TO HAVE and to HOID,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 diereunto duly authorized,the day and year first above written.
Signed,sealed and delivered FIRST-CMZENS BANK&TRUST
in our presence: COMPANY,allorth Carolina Chartered
Commercial Bank
By:
Print Name: Name:
Tide:
Print Name:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of
2013, by as
of FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina Chartered Commercial
Bank,who is personally known to me or who produced as
identification.
Commission Expires: NOTARY PUBLIC
Print Name.-
9
Al is ARMOUN
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 Roosevelf Blvd., Key West. Florida,PARCEL#00066100(the
"Property").
It is acknowledged and agreed by COUNTY and Seller as follows:
1. Seller acquired the Property (I) through foreclosure, (t) through deed-Irrileu of
foreclosure, (tti)quit title action,or(iv)directly or indirectty,from the Federal Deposit Insurance
Corporation as receiver for Sun American Bank after the State of Florida Office of Financial
Regulation, dosed 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 Sellers agreement to complete the transaction with
COUNTY, Seder and COUNTY agree as follows:
a. The deed from Seller to COUNTY shad be a special warranty deed and
COUNTY shad! 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 Ben,
possession, gap and FlRPTA affidavit in the form attached hereto as Exhibit "1", no other
affdavit, warranty or representation whatsoever shad be required from Seller except(a)a FlRPTA
Affidavit and (b)evidence of Sellers formation, existence, and authority to to sell and convey the
Property.
b. Prior to the posing, 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 probed
COUNTY's interests in acquiring the Property. Neither Seder 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 Impled, to COUNTY or to anyone ailing for or on behalf of COUNTY
concerning the Property or the condition,use,or development thereof, inducting 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,
fumace, hazardous substances, above, upon or below the subject property, lead paint,
asbestos, and/or the qualify or condition of the health hazards, encroachments, Inducing
fences, rockeries, buildings or otherwise. For purposes of this Addendum, hazardous
substances induces 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 Inducted 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 retied on any representation,
warranty, promise, or statement, express or implied,of Seger 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 shag 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 TI IIS ADDENDUM BY SELLER COUNTY tS 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 deflects 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 Sager 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 firnitatim COUNTY's intended uses or
purposes. Upon the closing of the purchase and sale contemplated hereby, COUNTY shag 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 hfreby 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, aifillates,
employees, successors, and assigns (collectively, the °Releaseee) 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, inducting, without limitation, so
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, etseq.) or any similar federal, state, or local statute, rule, or ordinance relating to liability
of property owners for environmental matters. Without Ilmiting 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 ads, 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 Seger relating in any way to this transaction,in the event of
Sellers 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 ideMTied 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 ascent (special or odmwise) levied and payable in installments shall
be prorated to the dosing date and any installments due after the dosing 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.
Si' nd Initials in ft Adoffidurn or n ha and in
written modifications theretm communicated electronirgly wUl be accebtable for all_ouroeses.
including delivery,and will be bindlna.
First Citizens Bank S Trust
Company,a North Carolina bank
By: Jim June a7 .2013 9IQ, rilfo. 4o81n
Signaifird Date Phone Number
Vice t�ieSi�eK
Title
MONROE COUNTY, acting by and through Its Board of County Commissioners, has ekscuted
this agreement on behalf of the MONROE COUNTY this day of
2013.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest DANNY L. KOLHAGE,Clerk OF MONROE COUNTY,FLORIDA
Deputy Clerk Mayor/Chairman
. 2013
X/IIPFRIOV
E CYA
N
ASSEY
Date � _
Page 3 of 4
EXHIBIT"L"
NO LIEN,POS% S%QN ANDG AFFIDA�
STATE OF
COUNTY OF
sWwrit personally appeared ("A1Bent")who being
Before me,the undersigned Y+
by me first duly sworn,on oaft deposes and Says:
1. Affisra is a of FIRST-CITIZENS BANK&TRUST COMPANY.
a North Carolina bank(the"Company').
2. That the Company is the owner of the property legally descxlbed in Eabibit"A"attached hereto(the
3, The Company has not within the past 90 days made any lmprovemerrts,alterations,or reP315 to the
Property for which it has not paid.
which are currently pending gpinst the Company
4. That there are no mattes,claims or prooeedierga .2013 at and the
which could create a lien on the property dwing iho Period of time between time of re=ding of the deed conveying title to Fmthaw as 11mclnaita'defined.
S. Affiant further state$that ATM'shall not execute any conveyance, morlo o or other ins"Mard
affoding title to the Property or perform any au which could create a lien or encumbrance against the Property during
2013 at and the time of recordingthe deed in ti'vor of
the period of time between
Pumhaw as hereinafter defined.
6. To Affiard's knowledge,there we no leases or parties in possession of the Property.
("Purchaser")to
7. That this affidavit is made for the purpose of inducing ('"title Agcnf) and
ptffd= the property Rom the Company and to induce
("fide insurce)to lnsure the title to the Property.
FIRST-CITUMS BANK&TRUST COMPANY,
a North Carolina bank
Br.
Name:
Title:
�
Sworn to and subscribed before me this d as of 2013 by
ofF[RST-CITIZENS
BANK & TRUST' COMPANY, a North Csrol�idWar�tifi�n—lhs known to me or who produced
NOTARY PUBLIC
PrintName:
Commission Expires:
Page 4 of 4