HomeMy WebLinkAbout2017-213 WATER DAMAGE,TOXIC MOLD, AND ENVIRONMENTAL DISCLOSURE,
RELEASE,AND INDEMNIFICATION AGREEMENT
The undersigned parties to that certain Purchase and Sale Contract dated , 2017, for the
purchase of the Property and the improvements commonly known as See Exhibit A(the
"Property") between Indian River County("Buyer") and TD Bank,N.A. ("Seller"),
acknowledge, stipulate, covenant and agree as follows:
Seller hereby advises Buyer that the Property (including, but not limited to,the basement, the
surrounding land, any structures thereon, and non-structural elements or items thereon or therein,
and any subsurface or subterranean conditions) is or may be affected by water or moisture
damage, toxic mold, and/or other environmental hazards or conditions. Seller further advises
Buyer that as a consequence of possible water damage and/or excessive moisture, the Property
may be or has been irrevocably contaminated with mildew,mold, and/or other microscopic
organisms. Buyer is being advised that exposure to certain species of mold may pose serious
health risks, and those individuals with immune system deficiencies, infants, children,the
elderly, individuals with allergies or respiratory problems, and pets are particularly susceptible to
experiencing adverse health effects from mold exposure.
Buyer acknowledges that Seller has advised Buyer to make his/her own evaluation of the
Property and to have the Property thoroughly inspected. Buyer has been further advised by Seller
that all areas contaminated with mold,and/or other environmental hazards or conditions, should
be properly and thoroughly remediated. Additionally, Buyer has been advised by Sellers that
habitation of the Property without complete remediation may subject the inhabitants to
potentially serious health risks and/or bodily injury. Buyer acknowledges that it is the sole
responsibility of Buyer to conduct any remediation on the Property.
Buyer also acknowledges that Buyer is buying the Property AS-IS. Buyer represents and
warrants to Seller that Buyer has made (or will make before closing on the purchase of the
Property)his/her own inspection and evaluation of the Property to Buyer's complete satisfaction,
and Buyer accepts the Property AS-IS at the time of closing. Buyer is electing to purchase the
Property from Seller in an AS-IS condition with full knowledge of the potential condition of the
Property,the potentially serious health risks, and the potential liability that Buyer could incur as
the owner of the Property for claims, losses, and damages arising out of any toxic mold
contamination and/or other environmental hazards or conditions on the Property. Buyer agrees
that the purchase price of the Property reflects the agreed upon value of the Property AS-IS
taking into account the aforementioned disclosures.
Buyer understands and acknowledges that the Property was acquired by Seller through
foreclosure, deed in lieu of foreclosure, or similar process, that Seller has never occupied the
Property, and that Seller has little or no direct knowledge regarding the condition of the Property.
Buyer further acknowledges that Seller has not made and does not make any express or implied
representations or warranties of any kind with respect to the environmental condition of the
Property or whether the Property is in compliance with applicable local, state, or federal
environmental or other laws, statutes,regulations,rules, ordinances, codes, or standards
("Laws"). Buyer hereby agrees not to pursue any claims, losses, or damages against Seller or
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Seller's parent company, subsidiaries, affiliates, directors, officers, employees,partners
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shareholders, representatives, agents, brokers, predecessors, successors, or assigns, arising out of
or relating in any way to any violations of Laws, or for costs, fees, or expenses incurred in
conducting investigations relating to Laws or the Property. In addition,to the fullest extent
permitted by law, Buyer, for himself/herself, and for all Buyer's invitees, agents,heirs,
executors, devisees, and assigns,hereby forever waives and fully releases Seller and Seller's
parent company, subsidiaries, affiliates, directors, officers, employees,partners, shareholders,
representatives, agents, brokers, predecessors, successors, and assigns (the "Released Parties")
from and against any and all claims, causes of action, whether administrative or judicial, losses,
costs (including any and all reasonable attorneys' fees, court costs, and reasonable costs of
investigation, litigation, and settlement), expenses, sanctions, curtailments, interest, liabilities,
penalties,fines, demands, liens,judgments, compensation, fees, loss of profits, injuries, death,
and/or damages, of any kind whatsoever, whether known or unknown, fixed or contingent,joint
or several, criminal or civil, or in law or in equity arising from, in connection with, or in any way
relating to any known or unknown conditions of the Property, including but not limited to the
existence of toxic mold and/or any other environmental hazards or conditions on the Property
("Claims").
Buyer also agrees to fully indemnify,protect, defend, and hold the Released Parties harmless
from and against any and all Claims.
For purposes of this indemnity, defense, hold harmless and release, the claims, issues, causes of
action, whether administrative or judicial, losses, costs (including any and all reasonable
attorneys' fees, court costs, and reasonable costs of investigation, litigation, and settlement),
expenses, sanctions, curtailments, interest, liabilities,penalties, fines, demands, liens,judgments,
compensation, fees, loss of profits, injuries, death, and/or damages,of any kind whatsoever,
whether known or unknown, fixed or contingent,joint or several, criminal or civil, or in law or in
equity,include those in which Seller and or Released Parties were negligent, grossly negligent,a
contributing cause, or had engaged in any misfeasance, nonfeasance or malfeasance.
PRIOR TO SIGNING THIS AGREEMENT,BUYER HAS READ AND UNDERSTOOD ALL OF THE
PRIONS OF THIS AGREEMENT.
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BUYER SIGNATURE peter O'Bryan DATE l✓ °O: ' • '
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ATTEST: Jeffrey R. Smith,
Carol C. Farnsworth, Vice President TD Bank
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