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HomeMy WebLinkAbout2010-243 OR1GINAIL 100510 b C ao / v _ 0 � AGREEMENT TO PURCHASE , SELL , AND LEASE REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND H & C HOOSHMAND , LIMITED PARTNERSHIP THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement " ) is made and entered into as of the 5th day of October 2010 , by and between Indian River County , a political subdivision of the State of Florida ( "the County" ) , and H & C Hooshmand , Limited Partnership , ( Seller" ) , who agree as follows : WHEREAS , H & C Hooshmand , Limited Partnership , owns property located at 41 St 49th Street , Vero Beach , Florida . A sketch and legal description of the property is attached to this agreement as Exhibit "A" and incorporated by reference herein ; and WHEREAS , the County , is scheduled to expand 66th Avenue in the future and the road expansion will impact and affect the H & C Hooshmand , LP ; and WHEREAS , in order for the County to proceed with its road expansion plans , the County needs to purchase property to be used as right-of-way from landowners adjacent to 41 st Street ; and WHEREAS , the County has contacted H & C Hooshmand , LP and has offered to purchase approximately 1 . 05 acres of property from H & C Hooshmand , LP to be used as right-of-way as depicted on Exhibit "A " (the Property) ; and WHEREAS , the County is prepared to take the Property by using its power of eminent domain ; and WHEREAS , H & C Hooshmand , LP and the County wish to avoid the risk , time and expense of litigation by entering into this agreement for sale and purchase of the Property ; NOW , THEREFORE , in consideration of the mutual terms , conditions , promises , covenants and premises hereinafter , the COUNTY and SELLER agree as follows - 1 . ollows :1 . Recitals . The above recitals are affirmed as being true and correct and are incorporated herein 2 . Agreement to Purchase and Sell . The Seller hereby agrees to sell to the County , and the County hereby agrees to purchase from Seller , upon the terms and conditions set forth in this Agreement that certain parcel of real property located at 41St Street , Vero Beach , Florida and more specifically described in the sketch and legal description attached as Exhibit "A " , fee simple , containing approximately 1 . 05 acres , all improvements thereon , together with all easements , rights and uses now or hereafter belonging thereto ( collectively , the " Property" ) . 1 a OWGINAL 14 2 . 1 Purchase Price , Effective Date . The purchase price ( " Purchase Price " ) for the Property shall be $ 70 , 000 ( Seventy Thousand Dollars ) . The Purchase Price shall be paid on the Closing Date . The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement , either by approval by the Indian River County Board of County Commissioners at a formal meeting of such Board or by the County Administrator pursuant to his delegated authority . 3 . Title . Seller shall convey marketable title to the Property by warranty deed free of claims , liens , easements and encumbrances of record or known to Seller , but subject to property taxes for the year of Closing and covenants , restrictions and public utility easements of record provided ( a ) there exists at Closing no violation of any of the foregoing ; and ( b ) none of the foregoing prevents County ' s intended use and development of the Property ( " Permitted Exceptions " ) . 3 . 1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property . County shall within fifteen ( 15 ) days following the Effective Date of this Agreement deliver written notice to Seller of title defects . Title shall be deemed acceptable to County if ( a ) County fails to deliver notice of defects within the time specified , or ( b ) County delivers notice and Seller cures the defects within thirty ( 30 ) days from receipt of notice from County of title defects ( " Curative Period ") . Seller shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period , County shall have thirty ( 30 ) days from the end of the Curative Period to elect , by written notice to Seller , to : ( i ) to terminate this Agreement , whereupon shall be of no further force and effect , or ( ii ) extend the Curative Period for up to an additional 90 days ; or ( iii ) accept title subject to existing defects and proceed to closing . 4 . Representations of the Seller . 4 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property , and is the sole owner of and has good right , title , and authority to convey and transfer the Property which is the subject matter of this Agreement , free and clear of all liens and encumbrances . 4 . 2 From and after the Effective Date of this Agreement , Seller shall take no action which would impair or otherwise affect title to any portion of the Property , and shall record no documents in the Public Records which would affect title to the Property , without the prior written consent of the County . 4 . 3 . 1 There are no existing or pending special assessments affecting the Property , which are or may be assessed by any governmental authority , water or sewer authority , school district , drainage district or any other special taxing district . 5 . Default . 5 . 1 In the event the County shall fail to perform any of its obligations hereunder , the 2 ORIGINAL Seller shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance , damages , or otherwise against the County ; or ( ii ) waive the County ' s default and proceed to Closing . 5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder , the County shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance , damages or otherwise against the Seller ; or ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the Seller' s default and proceed to Closing .. 6 . Closing . 6 . 1 The closing of the transaction contemplated herein ( " Closing " and " Closing Date " ) shall take place within 45 days following the execution of the contract by the Chairman of the Board of County Commissioners . The parties agree that the Closing shall be as follows .. ( a ) The Seller shall execute and deliver to the County a warranty deed conveying marketable title to the Property , free and clear of all liens and encumbrances and in the condition required by paragraph 3 . ( b ) The Seller shall have removed all of its personal property and equipment from the Property and Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. ( c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so , County may use a portion of Purchase Price funds to satisfy the encumbrances . ( d ) If the Seller is a non - resident alien or foreign entity , Seller shall deliver to the County an affidavit , in a form acceptable to the County , certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . ( e ) The Seller and the County shall each deliver to the other such other documents or instruments as may reasonably be required to close this transaction . 6 . 2 Taxes . All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable ) shall be paid by the Seller . 7 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing documents . 7 . 1 County shall pay the following expenses at Closing : ORIGINAL 7 . 1 . 1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement . 7 . 1 . 2 Documentary Stamps required to be affixed to the warranty deed . 7 . 1 . 3 All costs and premiums for the owner' s marketability title insurance commitment and policy , if any . 7 . 2 Seller shall pay the following expenses at or prior to Closing : 7 . 2 . 1 All costs necessary to cure title defect( s ) or encumbrances , other than the Permitted Exceptions , and to satisfy or release of record all existing mortgages , liens or encumbrances upon the Property . 8 . Miscellaneous . 8 . 1 Controlling Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Florida . Venue shall be in Indian River County for all state court matters , and in the Southern District of Florida for all federal court matters . 8 . 2 Condemnation . In the event that all or any part of the Property shall be acquired or condemned for any public or quasi - public use or purpose , or if any acquisition or condemnation proceedings shall be threatened or begun prior to the Closing of this transaction , County shall have the option to either terminate this Agreement , and the obligations of all parties hereunder shall cease , or to proceed , subject to all other terms , covenants , conditions , representations and warranties of this Agreement , to the Closing of the transaction contemplated hereby and receive title to the Property ; receiving , however , any and all damages , awards or other compensation arising from or attributable to such acquisition or condemnation proceedings . County shall have the right to participate in any such proceedings . 8 . 3 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements , written or oral , between the Seller and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties . 8 . 4 Assignment and Binding Effect . Neither County nor Seller may assign its rights and obligations under this Agreement without the prior written consent of the other party . The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns . 8 . 5 Notices . Any notice shall be deemed duly served if personally served or if mailed by certified mail , return receipt requested , or if sent via " overnight" courier service or facsimile transmission , as follows : 4 O[ JGINA L If to Seller : Sullivan & Sullivan , AAL H & C Hooshmand POB 2620 Vero Beach , FL 32961 -2620 If to County : Indian River County 1801 27th Street Vero Beach , FL . 32960 Attn : Land Acquisition / Louise Gates Either party may change the information above by giving written notice of such change as provided in this paragraph . 8 . 6 Survival and Benefit . Except as otherwise expressly provided herein , each agreement , representation or warranty made in this Agreement by or on behalf of either party , or in any instruments delivered pursuant hereto or in connection herewith , shall survive the Closing Date and the consummation of the transaction provided for herein . The covenants , agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the other party hereto , its successors and assigns , and are not made for the benefit of, nor may they be relied upon , by any other person whatsoever . 8 . 7 Attorney ' s Fees and Costs . In any claim or controversy arising out of or relating to this Agreement , each party shall bear its own attorney ' s fees , costs , and expenses . 8 . 8 . Counterparts . This Agreement may be executed in two or more counterparts , each one of which shall constitute an original . 8 . 9 . County Approval Required : This Agreement is subject to approval by the Indian River County as set forth in paragraph 2 . 8 . 10 Beneficial Interest Disclosure : In the event Seller is a partnership , limited partnership , corporation , trust , or any form of representative capacity whatsoever for others , Seller shall provide a fully completed , executed , and sworn beneficial interest disclosure statement in the form attached to this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section 286 . 23 prior to approval of this Agreement by the County . However , pursuant to Florida Statutes Section 286 . 23 ( 3 ) ( a ) , the beneficial interest in any entity registered with the Federal Securities and Exchange Commission , or registered pursuant to Chapter 517 , Florida Statutes , whose interest is for sale to the general public , is exempt from disclosure ; and where the Seller is a non - public entity , that Seller is not required to disclose persons or entities holding less than five ( 5 % ) percent of the beneficial interest in Seller . 8 . 11 Fees and Costs : County agrees to pay a $ 3 , 500 attorney ' s fee to review the enclosed documents and provide legal advice as to your best interests in the endeavor , plus the County agrees to pay all court costs for court action giving permission to sell real estate due to a guardianship agreement . 5 ORIGINAL 8 . 12 " Seller acknowledges receipt of the " Notice to Owner" and understands his/her rights granted under Florida Law Chapters 73 and 74 . " =' Initials Initials IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first set forth above . INDIAN RIVER COUNTY , FLORIDA H & C Hooshmand , Limited Partnership BOARD OF COUNTY COMMISSIONERS Peter D . O ' Bryan , hairrMn ara Alaimo , Guardian Date °,,.. ' • a , / irector Approved by BCC Oct.,g! .r. Isf, � I too St?� • Clara Hooshmand , Date g Partner o •. tom' a• ,• : ATTEST : ° o . to Jeffrey K . Barton , Clerk � 1 • of ,. MuxU llu nOb Mpy eput Clerk Approved : Josep . Baird , County Administrator Appr ved as to For a g I Sufficiency : County Attorney '� " 6 41ST STREET 50' w � w00 PARCEL 300 m r J� r- Z � : Z � D LL Q C w TRACT 17, NORTH )� OF SECTION 29 , C~i r CC) TRACT 18, NORTH 1¢ OF SECTION 29 , Z W 0 W z TOWNSHIP 32 SOUTH , RANGE 39 EAST a w TOWNSHIP 32 SOUTH , RANGE 39 EAST Z � >- � LU � Q r > v~ a Qr n Cl) z U ^ � 3 H & C HOOSHMAND LIMITED PARTNERSHIP w III W 3 atm 32392900001017000001 . 0 LL t7 M > Q or o ORB 1523, PG 1077 O Q KO) N Q J M 653. 00' 1 PROPOSED RIGHT OF WAY LINE C=Din = Qv T � o0 W cn0 U L) o PARCEL 300 Y LL LL U) ML+ti CD W o 70 45, 710 SQ. FT. 70 o Q U > CO — I 100' 1 . 05 ACRES I ZQ Q Z Q 653. 00 '± 1 _ a 0W0 NORTHERLY RIGHT OF WAY LINE 30' 41ST STREET CL T —30 29 i 1 /4 SECTION LINE TRACT : LINE BASIS OF BEARINGS j WEST Y4 N89'51 '290E 60 U to Cr CORNER 30' SUB - LATERAL A6 DITCH W to SECTION 29 + SOUTHERLY RIGHT OF WAY LINE — — — — — — — — — — — — — — — Q U Z W J LEGAL DESCRIPTION N RIGHT OF WAY PARCEL THE NORTH 70. 00 FEET OF THE SOUTH 100. 00 FEET OF THE FOLLOWING DESCRIBED PARCEL AS LEGEND SECTION LINE W E RECORDED IN OFFICIAL RECORDS BOOK 1523, PAGE 1077: N n PROPERTY LINE TRACTS 17 AND 18 IN THE NORTH Y2 OF SECTION 29, TOWNSHIP 32 SOUTH , RANGE 39 EAST, e _ PROPOSED R/W o INDIAN RIVER FARMS COMPANY SUBDIVISION , ACCORDING TO THE PLAT THEREOF AS RECORDED IN LINE S PLAT BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA; NOW LYING _ _ AND BEING IN INDIAN RIVER COUNTY, FLORIDA. RIGHT OF WAY LINE _ s R /W RIGHT OF WAYd ng 0 60' 120' CONTAINING 45, 710 SQUARE FEET OR 1 . 05 ACRES, MORE OR LESS. ORB OFFICIAL RECORDS BOOK E O 2 s PG PAGE GRAPHIC SCALE 60' E e Ion$ SURVEYORS NOTES Thle certifies that a legal description and sketch of the property R described hereon was made under my superv'skon and that this l&gal 3 d 41 description and sketch meets the minimum technical standards set Is 1 ) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY. forth by the Florida Board of Professional Land Surmyors in Chapter 2 � 61G17-6, Florida Administrative Code, pursuant to Section 472. 027. E 2) THE BEARING BASE FOR THIS SURVEY, IS THE SOUTH LINE OF THE NORTH Ys OF SECTION 29 . Florida Statutes. And that this dmw7ng Is a tue and accurate SAID LINE BEARS NORTH 89 '51 '29" EAST. repres&ntatlon thereof to the best of my knowledge and belief. O Subject to notes and notations shown hereon. 3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTIONS }� PROCESSES. E. C. DEME7ER, P. S.M. No. 5179 s 4) RIGHT OF WAY LINES AS SHOWN HEREON ARE BASED UPON THE INDIAN RIVER FARMS DATE COMPANY SUBDIVISION AS RECORDED IN PLAT BOOK 2, PAGE 25. NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RA/SED SEAL OF THE FLORIDA LICENSED SUR4FYOR AND MAPPER ABOW.. g pmytns-Inod dg wdgy :t otoL 'ZL uor nno(ol fimP'o0f -M8Vd M-N 3\A3Azjns 1511\aavo\00 213Ntl NJIONI\k�ns­gyh\ :H mumu 6ywapl 2104609 THIS DOCUMENT HAS BEEN RECORDED IN THE PUBLIC RECORDS OF INDIAN RIVER COUNTY FL This instrument was prepared incident to BK: 2460 PG : 1500 , Pagel of 2 the issuance of a title insurance contract, 11 !30/2010 at 11 : 39 AM , D DOCTAX PD and is to be returned to: $0 . 70 Jason A . Beal JEFFREY K BARTON , CLERK OF COURT Atlantic Coastal Land Title Company , LLC 3850 20" Street, Suite 4 Vero Beach , Florida 32960 ACLT File Number : 40078232 Parcel ID Number : 29- 32 -39 - 00001 -0170-00001 .0 (Portion ) GENERAL WARRANTY DEED This deed , made as of this ) Vo�'day of November, 2010 , by H & C Hooshmand Limited Partnership , a Florida limited partnership (as Grantor) ; and Indian River County , a political subdivision of the State of Florida , whose post office address is : 180127th St, Vero Beach , FL 32960 (as Grantee) ; ( Wherever used herein, the terms "grantor " and "grantee " shall include singular and plural, heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, partnerships or other entities; wherever the contest so admin or requires. ) WITNESSETH : That the grantor, for and in consideration of the sum of $ 10 .00 in hand paid by grantee , the receipt whereof is hereby acknowledged , does hereby grant, bargain , sell , alien , remise , release, convey and confirm unto the grantee forever, all the right, title , interest, claim and demand which the said grantor has in and to the following described parcel of land , to wit: The North 70 .00 feet of the South 100. 00 feet of the following described parcel, as recorded in Official Records Book 1523 , at Page 1077 : Tracts 17 and 18 , in the North 1/2 of Section 29 , Township 32 South, Range 39 East, according to the last general Plat of lands of the INDIAN RIVER FARMS COMPANY SUBDIVISION , as recorded in Plat Book 2 , at Page (s) 25 , of the Public Records of St. Lucie County Florida ; said lands now lying and being in Indian River County , Florida . 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 grantor hereby covenants with grantee that grantor is lawfully seized of said land in fee simple; that grantor has good right and lawful authority to sell and convey said land ; that grantor hereby fully warrants the title to said land and ATLANTIC COASTAL LAND TITLE COMPANY, LLC A Full Service , Florida Title Insurance Agency will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances , except taxes for the year in which this deed is given ; and restrictions , reservations, limitations, covenants , conditions and easements of record , if any ; insofar as same are valid and enforceable (however, this clause shall not be construed to reimpose same) . IN WITNESS WHEREOF, the said grantor has caused these presents to be signed and sealed in its name, as of the day and year first above written . H & C Hooshmand Limited Partnership, a Florida limited partnership [AFFIX CORPORATE SEAL] By . !P7'4z _� Zar" llaimo , as guardian of the property of Hooshang Hooshmand , an incapacitated person, President of Hooshmand Management Corp . , a Florida corporation , the general partner of H & C Hooshmand Limited Partnership , a Florida limited partnership Grantor' s Mailing Address : 4265 5th Place Vero Beach , FL 32968 Sign d, sealed and delivered in the resence of.• ( J V Ci Tramm U 0 Ularp - Maridoll Le field State of Florida County of Indian River The--foregoing instrument was acknowledged before me the date hereinafter given , by Zara Alaimo , as guardian of the property Hooshang Hooshmand , President of Hooshmand Management Corp . , a Florida corporation , the general partner of H & C Hooshmand Limited Partnership , a Florida limited partnership of the corporation /partnership named herein as the grantor, on behalf of the corporation/partnership ; and who was/were either personally known to me ; or produced identification of sufficient character so as to identify said individual ( s ) with reasonable certainty ; and who did/did not take an oath . Witness my hand and official seal in the County and State last aforesaid , this 1 Fl day of November, 2010 . osPar °�e� Notary Public State of Florida a Maridoll Hatfield o` My Commission )f Florida Notary Public 9jFof F�oa Expires 09/ 19/2011 cL ATLANTIC COASTAL LAND TITLE COMPANY , LLC A Full Service , Florida Title Insurance Agency Prepared,hy Indian Rivir Courtry ROW Ig :801 27°' Slreet ® QBll� ➢MAIL �/ ;ti$each, ' L 32960 32-39-29-00001 -0170-00001 . 0 PP#300 2103823 THIS DOCUMENT HAS BEEN RECORDED IN THE PUBLIC RECORDS COUNTY ATTORNEY'S OFFICE OF INDIAN RIVER COUNTY FL INDIAN RIVERCOUNTY BK: 2459 PG : 1970 , Page 'I of 2 11 /24/2010 at 10 : 27 AM , D DOCTAX PD 1801 27th Street $0 . 70 Vero 8ewh , Florida 32960 TEMPORARY CONSTRUCTION EASEMENT JEFFREY K BARTON , CLERK OF COURT This TEMPORARY CONSTRUCTION EASEMENT, made and executed this 4uJ day of d / 2010 , by H & C Hooshmand , Limited Partnership, whose address is POB 6394 , Vero Beach , FL 32960 , hereinafter called GRANTOR to Indian River County, a political subdivision of the State of Florida , whose address is 1801 27th Street, Vero Beach , Florida 32960 , hereinafter called GRANTEE , WITNESSETH : That GRANTOR, for and in consideration of the sum of ONE DOLLAR and other consideration , receipt of which is hereby acknowledged , does hereby grant unto the GRANTEE a TEMPORARY CONSTRUCTION EASEMENT on, over, across , and beneath the following described land , situate in Indian River County, Florida, to -wit : EXHIBIT " A" ATTACHED HERETO AND MADE A PART HEREOF This easement is for all construction related incidentals related to the project . No permanent structures shall be constructed on the property and should any of the present improvements located within the boundary of the temporary construction easement suffer damages the County shall replace at current value . This easement shall exist only until the completion of the construction work for the improvement of 66'1i Avenue and 41St Street. IN WITNESS WHEREOF the GRANTOR has herein set its hand and seal the day and 9 year first above written . � LU � O ® un Signed, sealed, and delivered II & C Ilooshmand, Limited Partnership V) z in the presence of: < 0 Witness Signat re �_ r - Grantor Signature ,; �- Wl �" '' �; G ® J Printed Name . Gi a C Printed Name : Z j ' laimo , Guardian and Director a Za Witness Signature AjAk Z m Printed Name : t STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this & day of r T 20101 by Zara Alaimo , Guradian and Director of H & C Hooshmand, Limited Partnership on behalf of same , and she is personally known to me or produced as identification MARY LOU SNELTON # DD 847749 1gn : MY COMMISSION 2.09, Printed name & Com r r`` EX�IRESND�®pubhcUnderwriters otary Public R!• f;<• (3oh ��?� Notary 0 Exhibit " A " THE NORTH 10 FEET WIDE STRIP OF LAND ADJOINING THE FOLLOWING DESCRIBED RIGHT-OF - WAY PARCEL : THE NORTH 70 FEET OF THE SOUTH 100 FEETOF THE FOLLOWING DESCRIBED PARCEL AS RECORDED IN OFFICIAL RECORDS BOOK 1523 , PAGE 1077 : TRACT 17 AND 18 IN THE NORTH 1 /2 OF SECTION 29 , TOWNSHIP 32 SOUTH , RANGE 39 EAST , INDIAN RIVER FARMS COMPANY SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 2 , PAGE 255 OF THE PUBLIC RECORDS OF ST , LUCIE COUNTY, FLORIDA ; NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA Temporary Construction Easement Parcel I . D . 932 - 39 - 29 - 00001 - 0170 - 00001 . 0 Project Parcel # 300 a o Owner 's Policy American Land Title Association Owner's Policy 10- 17 - 92 with Florida modifications Policy Number SDC = 08089562 File Number : 40078232 -1yt # SUBJECT TO THE EXCLUSIONS FROM COVERAGE , THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS , OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY , a Minnesota corporation , herein called the Company , insures , as of Date of Policy shown in Schedule A , against loss or damage , not exceeding the Amount of Insurance stated in Schedule A , sustained or incurred by the insured by reason of : 1 . Title to the estate or interest described in Schedule A being vested other than as stated therein ,- 2 . herein ;2 . Any defect in or lien or encumbrance on the title , 3 . Unmarketability of the title , 4 Lacl< of a right of access to and from the land . The Company will also pay the costs , attorneys ' fees and expenses incurred in defense of the title , as insured , but only to the extent provided in the Conditions and Stipulations . IN WITNESS WHEREOF, the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A , the policy to be valid when countersigned by an authorized officer or agent of the Company . Issued through the Office of OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Policy Issuer : A Stock Company ATLANTIC COASTAL LAND TITLE COMPANY, LLC 400 Second Avenue South, Minneapolis, Minnesota 55401 3850 20TH STREET, STE 4 P VERO BEACH , FL 32960 (612) 311 - 1111 PHONE : 772 -569-4364 By —' President Authorj : Signatory ORT Form 331 - AJA Ownei 's Policy 10- 17 -92 with Florida modifications Attest Secretary r" OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Owner ' s Title insurance :Policy Note : This policy consists of insert pages labeled " Schedule A " and " Schedule B " and is of no force or effect unless all schedules are included , along with any Rider pages incorporated by reference in the insert pages . SCHEDULE A Agent' s File No : 40078232 Policy No : SDC - 08089562 Effective Date : November 30 , 2010 at 1. 1 : 39 AM Amount of Insurance : $ 70 , 000 . 00 1 . The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is : Indian River County, a political subdivision of the State of Florida 2 . In addition to those referred to in Schedule B hereof, the land herein described is encumbered by the following mortgage ( s) , and assignments thereof ( if any) : None ! 3 . The land referred to in this policy is situated in the County of Indian River , State of Florida, and is described as follows : The North 70 . 00 feet of the South 100 .00 feet of the following described parcel , as recorded in Official Records Book 1. 523 , at Page 1077 . Tracts 17 and 18 , in the North 1 /2 of Section 29, Township 32 South , Range 39 East, according to the last general Plat of lands of the INDIAN RIVER FARMS COMPANY SUBDIVISION, as recorded in Plat Book 2 , at Page(s) 25, of the Public Records of St. Lucie County Florida ; said lands now lying and being in Indian River County, Florida . Pol I - Policy Insert Page 1 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Owner ' s Title Insurance Policy Countersigned : AuthoSignatory ATLANTIC COASTAL LAND TITLE COMPANY, LLC 3850 20"' Street, Suite 4 , Vero Beach , Florida 32960 Telephone : 772 - 569 -4364 Pol I - Policy Insert Page 2 OLD REPUBLIC NATIONAL TI'T'LE INSURANCE COMPANY Owner ' s Title Insurance Policy Agent' s File No : 40078232 ; Policy No : SDC- 08089562 SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs , attorneys' fees or expenses) which arise by reason of: GENERAL EXCEPTIONS : 1 . (a) Encroachments , overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises . (b ) Easements , or claims of easements, not shown by the public records . (c) If the land described herein abuts a river, lake , stream or other waterway - -- the nature and extent of riparian and/or littoral rights, title to any portion of the land which is submerged , title to any portion below the mean high water mark of a tidal waterway, and title to any portion which consists of " filled- in lands " ; and/or any claim that any portion of said lands are sovereign lands of the State of Florida . (d) Taxes or special assessments which are not shown as existing liens by the public records . SPECIAL EXCEPTIONS : 2 . The mortgage referred to in item 2 of Schedule A hereof, if any . 3 . General and special real property taxes and assessments for tax year 2010. and subsequent years . 4 . Ditches , canals and road rights of way (if any) , as reserved or described on the plat of INDIAN RIVER FARMS COMPANY, as recorded in Plat Book 2 , at Page 25 , of the Public Records of St. Lucie County, Florida . Ira accordance with Title 42 United States Code, Section 3604, any covenants, conditions or restrictions referred to, herein, which indicate arty preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin, are hereby deleted. Note 1 : This policy does not insure against loss or damage arising as the result of unpaid charges for public utilities furnished by any county, municipality, or public service corporation, which may be or may become a lien upon the land insured hereby under any provision of the Florida Statutes including Section 159 . 17 ; and/or any county, municipal , or special taxing district assessment, including those levied under the provisions of Chapter 190, Florida Statutes . Note 2 : All references herein to recorded instruments , refer to recordations contained within the Public Records of the county in which the land is located . Reference to instruments among the Public Records refer to the first recorded page of the instrument, but include by reference all pages recorded under the Clerk's File Number assigned to the instrument referred to . Pol I - Policy Insert Page 3 EXCLUSIONS FROM COVERAGE by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land . the following matters are expressly excluded from the coverage ( d ) 4 " land " : the land described or referred to in Schedule A, and of this policy and the Company will not pay loss or damage , costs , improvements affixed thereto which by law constitute real property . attorneys' fees or expenses which arise by reason of : The term " land " does not include any property beyond the lines of 1 . ( a ) Any law , ordinance or governmental regulation ( including , but the area described or referred to in Schedule A , nor any not limited to , building and zoning laws , ordinances , or regulations ) right, title , interest , estate or easement in abutting streets , roads , restricting , regulating , prohibiting or relating to ( i ) the occupancy, avenues , alleys , lanes , ways or waterways , but nothing herein shall use , or enjoyment of the land , ( ii ) the character, dimensions or modify or limit the extent to which a right of access to and from the location of any improvement now or hereafter erected on the land ; land is insured by this policy . ( iii ) a separation in ownership or a change in the dimensions or area ( e ) " mortgage " : mortgage , deed of trust, trust deed , or other of the and or any parcel of which the land is or was a part ; or ( iv ) security instrument. environmental protection , or the effect of any violation of these laws , ( f) " public records records established under state statutes at ordinances or governmental regulations , except to the extent that a Date of Policy for the purpose of imparting constructive notice of notice of the enforcement thereof or a notice of a defect, lien or matters relating to real property to purchasers for value and without encumbrance resulting from a violation or alleged violation affecting knowledge . With respect to Section 1 ( a )( iv) of the Exclusions from the land has been recorded in the public records at Date of Policy . Coverage , "' public records "" shall also include environmental protection ( b) Any governmental police power not excluded by ( a ) above , liens filed in the records of the clerk of the United States District except to the extent that a notice of the exercise thereof or a notice Court for the district in which the land is located . of a defect, lien or encumbrance resulting from a violation or alleged ( g ) " unimarketabillty of the title " an alleged or apparent matter violation affecting the land has been recorded in the public records affecting the title to the land , not excluded or excepted from at Date of Policy . coverage , which would entitle a purchaser of the estate or interest 2 . Rights of eminent domain unless notice of the exercise thereof described in Schedule A to be released from the obligation to has been recorded in the public records at Date of Policy, but not purchase by virtue of a contractual condition requiring the delivery of excluding from coverage any taking which has occurred prior to Date marketable title . of Policy which would be binding on the rights of a purchaser for value without knowledge . 2. Continuation of Insurance After Conveyance of Title. 3 . Defects , liens , encumbrances , adverse claims , or other matters : The coverage of this policy shall continue in force as of Date of a ) created , suffered , assumed or agreed to by the insured Policy in favor of an insured only so long as the insured retains an claimant; estate or interest in the land , or holds an indebtedness secured by a ( h ) not known to the Company , not recorded in the public purchase money mortgage given by a purchaser from the insured , or records at Date of Policy , but known to the insured claimant and not only so long as the insured shall have liability by reason of covenants disclosed in writing to the Company by the insured claimant prior to of warranty made by the insured in any transfer or conveyance of the the date the insured claimant became an insured under this policy , estate or interest. This policy shall not continue in force in favor of ( c) esulting in no loss or damage to the insured claimant; any purchaser from the insured of either ( i ) an estate or interest in ( d � attaching or created subsequent to Date of Policy; or the land , or ( ii ) an indebtedness secured by a purchase money ( e ) resulting in loss or damage which would not have been mortgage given to the insured . sustained if the insured claimant had paid value for the estate or 3. Notice of Claim to be Given by Insured Claimant. interest insured by this policy . The insured shall notify the Company promptly in writing ( i ) in 4. Any claim , which arises out of the transaction vesting in the insured the estate or interest insured by this policy , by reason of the case of any litigation as set forth in Section 4 ( a ) below, ( ii ) in case operation of federal bankruptcy , state insolvency , or similar creditors ' knowledge shall come to an insured hereunder of any claim of title or rights laws , that is based on: interest which is adverse to the title to the estate or interest, as riginsured , and which might cause loss or damage for which the he transaction creating the estate or interest insured by this Company may be liable policy being deemed a fraudulent conveyance or fraudulent transfer, or by virtue this policy , or ( iii ) if title to the fbl the transaction creating the estate or interest insured by this estate or interest, as insured , is rejected as unmarketable . If prompt policy being deemed a preferential transfer except where the notice shall not be given to the Company, then as to the insured all preferential transfer results from the failure : liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required ; provided , however, that � i ) to timely record the instrument of transfer, or failure to notify the Company shall in no case prejudice the rights of ( ii ) of such recordation to impart notice to a purchaser for any Insured under this policy unless the Company shall be prejudiced value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS by the failure and then only to the extent of the prejudice . 1 . Definition of Terms. 4. Defense and Prosecution of Actions, Duty of Insured Claimant to The following terms when used in this policy mean : Cooperate. ( a ) " insured the insured named in Schedule A , and , subject to to ) Upon written request by the insured and subject to the any rights or defenses the Company would have had against the options contained In Section 6 of these Conditions and Stipulations , named insured , those who succeed to the interest of the named the Company , at its own cost and without unreasonable delay , shall Insured by operation of law as distinguished from purchase including , provide for the defense of an insured in litigation in which any third but not limited to , heirs , distributees , devisees , survivors , personal party asserts a claim adverse to the title or interest as insured , but representatives , next of kin , or corporate or fiduciary successors . only as to those stated causes of action alleging a defect, lien or ( b � " insured claimant an insured claiming loss or damage . encumbrance or other matter insured against by this policy . The ( d " knowledge " at " known actual knowledge , not Company shall have the right to select counsel of its choice ( subject constructive knowledge or notice which may be imputed to an insured to the right of the insured to object far reasonable cause ) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel . The and memoranda in the custody or control of a third party , which Company will not pay any fees , costs or expenses incurred by the reasonably pertain to the loss or damage . All information designated insured in the defense of those causes of action which allege matters as confidential by the insured claimant provided to the Company not insured against by this policy. pursuant to this Section shall not be disclosed to others unless , in ( h ) The Company shall have the right, at its own cost, to the reasonable judgment of the Company, it is necessary in the institute and prosecute any action or proceeding or to do any other administration of the claim . Failure of the insured claimant to submit act which in its opinion may be necessary or desirable to establish for examination under oath , produce other reasonably requested the title to the estate or interest, as insured , or to prevent or reduce information or grant permission to secure reasonably necessary Toss or damage to the insured . The Company may take any information from third parties as required in this paragraph shall appropriate action under the terms of this policy , whether or not it terminate any liability of the Company under this policy as to that shall he liable hereunder, and shall not thereby concede liability or claim . waive any provision of this policy . If the Company shall exercise its rights under this paragraph , It shall do so diligently . 6. Options to Pay or Otherwise Settle Claims, Termination of ( c ) Whenever the Company shall have brought an action or Liability, interposed a defense as required or permitted by the provisions of In case of a claim under this policy, the Company shall have the this policy , the Company may pursue any litigation to final following additional options : determination by a court of competent jurisdiction and expressly ( a ) To Pay or Tender Payment of the Amount of Insurance . reserves the right, in its sole discretion , to appeal from any adverse To pay or tender payment of the amount of insurance under this judgment or order. policy, together with any casts , attorneys ' fees and expenses incurred ( d ) In all cases where this policy permits or requires the by the insured claimant, which were authorized by the Company, up to Company to prosecute or provide for the defense of any action or the time of payment or tender of payment and which the Company is proceeding , the insured shall secure to the Company the right to so obligated to pay . prosecute or provide defense in the action or proceeding , and all Upon the exercise by the Company of this option , all liability and appeals therein , and permit the Company to use , at its option , the obligations to the insured under this policy , other than to make the name of the insured for this purpose . Whenever requested by the payment required , shall terminate , including any liability or obligation Company , the insured , at the Company 's expense , shall give the to defend , prosecute , or continue any litigation , and the policy shall be Company all reasonable aid ( i ) in any action or proceeding , securing surrendered to the Company for cancellation . evidence , obtaining witnesses , prosecuting or defending the action or ( b ) To Pay or Otherwise Settle With Parties Other Than the proceeding , or effecting settlement , and ( ii ) in any other lawful act Insured or With the Insured Claimant. which in the opinion of the Company may be necessary or desirable ( i ) to pay or otherwise settle with other parties for or in to establish the title to the estate or interest as insured . If the the name of an insured claimant any claim insured against under this Company is prejudiced by the failure of the insured to furnish the policy, together with any costs , attorneys ' fees and expenses incurred required cooperation , the Company ' s obligations to the insured under by the insured claimant which were authorized by the Company up to the policy shall terminate , including any liability or obligation to the time of payment and which the Company is obligated to pay ; or defend , prosecute , or continue any litigation , with regard to the ( ii ) to pay or otherwise settle with the insured claimant matter or matters requiring such cooperation . the loss or damage provided for under this policy , together with any costs , attorneys ' fees and expenses incurred by the insured claimant 5 Proof of Loss or Damage. which were authorized by the Company up to the time of payment In addition to and after the notices required under Section 3 of and which the Company is obligated to pay . these Conditions and Stipulations have been provided the Company , a Upon the exercise by the Company of either of the options proof of loss or damage signed and sworn to by the insured claimant provided for in paragraphs ( b )( i ) or ( ii ) , the Company ' s obligations to Shall be furnished to the Company within 90 days after the insured the insured under this policy for the claimed loss or damage , other claimant shall ascertain the facts giving rise to the loss or damage . than the payments required to be made , shall terminate , including any The proof of loss or damage shall describe the defect in , or lien or liability or obligation to defend , prosecute , or continue any litigation . encumbrance on the title , or other matter insured against by this policy which constitutes the basis of loss or damage and shall state , �� Determination, Extent of Liability and Coinsurance. to the extent possible , the basis of calculating the amount of the loss This policy is a contract of indemnity against actual monetary of damage . If the Company is prejudiced by the failure of the insured loss or damage sustained or incurred by the insured claimant who claimant to provide the required proof of loss or damage , the has suffered loss or damage by reason of matters insured against by Company ' s obligations to the insured under the policy shall terminate , this policy and only to the extent herein described . including any liability or obligation to defend , prosecute , or continue la ) The liability of the Company under this policy shall not any litigation , with regard to the matter or matters requiring such exceed the least( i ) thhee Amount of Insurance stated in Schedule A; or, proof of loss or damage . ( ii ) the difference between the value of the insured estate In addition , the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of or interest as insured and the value of the insured estate or interest the Company and shall produce for examination , inspection and subject to the defect, lien or encumbrance insured against by this copying , at such reasonable times and places as may be designated policy. by any authorized representative of the Company , all records , books , ( b ) The Company will pay only those costs , attorneys ' fees and expenses incurred in accordance with Section 4 of these Conditions and ledgers , checks , correspondence and memoranda , whether hearing a date before or after Date of Policy , which reasonably pertain to the Stipulations . loss or damage . Further , if requested by any authorized representative 8. Apportionment. of the Company , the insured claimant shall grant its permission , in If the land described in Schedule A consists of two or more parcels which are writing , for any authorized representative of the Company to examine , not used as a single site , and a loss established inspect and copy all records , books , ledgers , checks , correspondence affecting one or more of the parcels but not all , the loss shall be computed arid settled on a pro rata basis as if the amount of If a payment on account of a claim does not fully cover the loss insurance under this policy was divided pro rata as to the value on of the insured claimant, the Company shall be subrogated to these Date of Policy of each separate parcel to the whole , exclusive of any rights and remedies in the proportion which the Company ' s payment improvements made subsequent to Date of Policy, unless a liability or bears to the whole amount of the loss . value has otherwise been agreed upon as to each parcel by the If loss should result from any act of the insured claimant, as Company and the insured at the time of the issuance of this policy stated above , that act shall not void this policy , but the Company , in and shown by an express statement or by an endorsement attached that event, shall be required to pay only that part of any losses to this policy . insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant 9. Limitation of Liability. of the Company ' s right of subrogation . ( a ) If the Company establishes the title , or removes the alleged ( b ) The Company' s Rights Against Nan- insured Obligors . defect, lien or encumbrance , or cures the lack of a right of access to The Company ' s right of subrogation against non- insured obligors or from the land , or cures the claim of unmarketability of title , all as shall exist and shall include , without limitation , the rights of the insured nsuiad , In a reasonably diligent manner by any method , including to indemnities , guaranties , other policies of insurance or bonds , litigation and the completion of any appeals therefrom , it shall have notwithstanding any terms or conditions contained in those instruments fully performed its obligations with respect to that matter and shall which provide for subrogation rights by reason of this policy . not be liable for any loss or damage caused thereby. ( b ) In the event of any litigation , including litigation by the 14. Arbitration. Company or with the Company ' s consent, the Company shall have no Unless prohibited by applicable law, arbitration pursuant to liability for loss or damage until there has been a final determination the Title Insurance Arbitration Rules of the American Arbitration by a court of competent jurisdiction , and disposition of all appeals Association may he demanded if agreed to by both the Company therefrom , adverse to the title as insured . and the insured . Arbitrable matters may include , but are not ( c ) The Company shall not be liable for loss or damage to any limited to , any controversy or claim between the Company and insured for liability voluntarily assumed by the insured in settling any the insured arising out of or relating to this policy, any service of claim or suit without the prior written consent of the Company . the Company in connection with its issuance or the breach of a policy provision or other obligation . Arbitration pursuant to this 10 Reduction of Insurance; Reduction or Termination of Liability. policy and under the Rules in effect on the date the demand for All payments under this policy , except payments made for costs , arbitration is made or, at the option of the insured , the Rules in attorneys ' fees and expenses , shall reduce the amount of the effect at Date of Policy shall be binding upon the parties . The insurance pro tanto . award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees 11 LiabilityNon -cumulative . to a prevailing party. Judgment upon the award rendered by the It is expressly understood that the amount of insurance under Arbitrator( s ) may be entered in any court having jurisdiction this policy shall be reduced by any amount the Company may pay thereof. under any policy insuring a mortgage to which exception is taken in The law of the situs of the land shall apply to an Schedule B or to which the insured has agreed , assumed , or taken arbitration under the Title Insurance Arbitration Rules . subject, or which is hereafter executed by an insured and which is a A copy of the Rules may be obtained from the Company charge or lien on the estate or interest described or referred to in upon request. Schedule A , and the amount so paid shall be deemed a payrment 15. Liability Limited to this Policy, Policy Entire Contract. under this policy to the insured owner ( a ) This policy together with all endorsements , if any , attached 12. Payment of Loss. hereto by the Company is the entire policy and contract between the (a ) No payment shall be made without producing this policy insured and the Company. In interpreting any provision of this policy , for endorsement of the payment unless the policy has been lost or this policy shall be construed as a whole . destroyed , in which case proof of loss or destruction shall be ( b ) Any claim of loss or damage , whether or not based on furnished to the satisfaction of the Company . negligence , and which arises out of the status of the title to the ( b ) When liability and the extent of loss or damage has been estate or interest covered hereby or by any action asserting such definitely fixed in accordance with these Conditions and Stipulations, claim , shall be restricted to this policy . the loss or damage shall be payable within 30 days thereafter. ( c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either 13. Subrogation Upon Payment or Settlement. the President , a Vice President, the Secretary , an Assistant Secretary, or ( a ) The Company 's Right of Subrogation . Validating Officer or Authorized Signatory of the Company . Whenever the Company shall have settled and paid a claim 16. Severability. under this policy , all right of suhrogation shall vest in the Company In the event any provision of the policy Is held invalid or unaffected by any act of the insured claimant . The Company shall be subrogated to and be entitled to all unenforceable under the applicable law , the policy shall be deemed not to Include that provision and all other provisions shall remain In full rights and remedies which the insured claimant would have had force and effect . against any person or property in respect to the claim had this policy not been issued . If requested by the Company , the insured claimant 17. Notices, Where Sent. shall transfer to the Company all rights and remedies against any All notices required to be given the Company and any statement in person or property necessary in order to perfect this right of writing required to he furnished the Company shall include the number of subrogation . The insured claimant shall permit the Company to sue , this policy and shall be addressed to the Company at its home office , compromise or settle in the name of the insured claimant and to use 400 Second Avenue South , Minneapolis , Minnesota 55401 , ( 612 ) 371 - 1111 . the name of the insured claimant in any transaction or litigation involving these rights or remedies .