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HomeMy WebLinkAbout2011-176.1 Project/ parcel : Pressley Ranch , Inc . CONTRACT FOR SALE AND PURCHASE THIS AGREEMENT is made this 16 day of August 2011 , by and among PRESSLEY RANCH , INC . , whose address is PO BOX 690155 , Vero Beach , Florida 32969 , ( " Seller " ), and INDIAN RIVER COUNTY , a political subdivision of the State of Florida, whose address is 1801 27`h St . , Vero Beach, Florida 32960 (" Purchaser" or "County") . 1 . AGREEMENT . Seller agrees to sell and Purchaser agrees to buy , on the terms and conditions set forth in this Agreement the real property located in Indian River County, Florida, described in Exhibit " A " , together with all improvements , easements and appurtenances ( " Property ") , in accordance with the provisions of this Agreement . This Agreement becomes legally binding upon execution by the parties . 2 . EARNEST MONEY DEPOSIT . Upon execution of this Agreement, Purchaser shall deliver the sum of ONE HUNDRED DOLLARS ( $ 100 ) (the " Deposit") in escrow with Gould Cooksey Fennell , P . A . (the " Closing Agent") as escrow agent to be held in an interest bearing account. The earnest money deposit and the interest earned on the deposit are referred to as the " Deposit" . The Deposit shall become non . refundable in the event the conditions described herein for the benefit of Purchaser are satisfied or are waived by Purchaser . If and when Closing occurs , the Deposit shall be applied to the Purchase Price of the Property . 3 , SATISFACTORY INSPECTION AND REVIEW. The Seller and Purchaser expressly covenant and agree that Purchaser' s satisfaction upon the review and inspection provided for herein is a specific condition precedent to the obligation of Purchaser to purchase the Property . The period of inspection (the " Inspection Period " ) shall terminate on the earlier of: (i ) Receipt by Seller of notice from Purchaser that the Property is suitable for purchase ; or (ii ) Midnight, prevailing Eastern Time, ninety ( 90) days following the Purchaser ' s approval of this Agreement . 4 . TOTAL PURCHASE PRICE . The total purchase price ( " Total Purchase Price " ) for the Property is ONE MILLION and no/ 100 Dollars ($ 1 ,000 , 000 ), which , after reduction by the amount of the Earnest Money Deposit, will be paid by Purchaser at closing to Seller or Seller' s designated agent in the manner set forth herein . Conveyance of the Property in fee simple from Seller to Purchaser will take place at the closing , in exchange for the payments to be made by Purchaser to Seller at closing as set forth above in this paragraph 3 . 5 . A . ENVIRONMENTAL SITE ASSESSMENT . Purchaser may , at its expense and prior to the end of the Inspection Period , obtain an environmental site assessment of the Property . For purposes of this Agreement " Hazardous Materials " shall mean any hazardous or toxic substance , material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraphA . B . ) . l 5 5 . B . HAZARDOUS MATERIALS . In the event that the environmental site assessment provided for in paragrapl?..4�. A . confirms the presence (or significant risk of the presence , as determined in Purchaser ' s � sole discretion ) of Hazardous Materials on the Property , Purchaser, at its sole option , may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement . Page 1 6 . SURVEY . Purchaser may , at its expense prior to the end of the Inspection Period , obtain a current boundary survey of the Property prepared by a professional land surveyor licensed by the State of Florida . If the Survey shows any encroachment on the Property , or that improvements intended to be located on the Property encroach on the land of others , the same shall be treated as a title defect under this Agreement. 7 . TITLE INSURANCE . Seller shall deliver to Purchaser, at its sole cost and expense and at least 35 days prior to the end of the Inspection Period , a marketable title insurance commitment, to be followed by an owner' s marketable title insurance policy (ALTA Form " B " ) from Commonwealth Title or Title Resources Group , to be approved by the Purchaser, insuring marketable title of the Purchaser in and to the Property in the amount of the Total Purchase Price . Seller shall require that the title insurer delete the standard exceptions of such policy referring to : (a) all taxes, (b) unrecorded rights or claims of parties in possession , ( c) survey matters , (d) unrecorded easements or claims of easements , and (e) unrecorded mechanics' liens . 8 . DEFECTS IN TITLE . If the title insurance commitment or Survey furnished to Purchaser pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall , within 90 days after notice from Purchaser, remove said defects in title . Seller agrees to use diligent effort to correct the defects in title within the time provided therefore; however Seller shall not be obligated to bring suit to cure said defects . If Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent effort to correct the title defects , Purchaser shall have the option to either : (a) accept the title as it then is with no reduction in the Total Purchase Price, (b) extend the amount of time that Seller has to cure the defects in title , or (c) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement . 9 . INTEREST CONVEYED . At closing, Seller shall execute and deliver to Purchaser a statutory warranty deed in accordance with Section 689 . 02 , Florida Statutes , conveying marketable title to the Property in fee simple free and clear of all liens, reservations , restrictions, easements , leases , tenancies and other encumbrances , except for those that are acceptable encumbrances in the opinion of Purchaser and do not impair the marketability of the title to the Property, nor its management for the purposes of the County environmentally sensitive lands acquisition program . The grantee in Seller' s Warranty Deed shall be Indian River County , a political subdivision of the State of Florida. 10 . PREPARATION OF CLOSING DOCUMENTS . Upon execution of this Agreement, Seller shall submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286 .23 , and 380 . 08 (2), Florida Statutes . Seller or its title agent shall prepare the deed described in paragraph 9 of this Agreement ; Seller' s and Purchaser ' s closing statement ; the title , possession and lien affidavit certified to Purchaser and title insurer in accordance with Section 627 . 7842 , Florida Statutes ; and, an environmental affidavit on forms provided by the County . In the environmental affidavit, Seller will attest, to the best of its knowledge, without independent investigation or inquiry , to the lack of adverse environmental conditions . Seller will also attest that it has received no notification or adverse environmental conditions from any governmental agency . All prepared documents shall be submitted to the County for review and approval at least 10 days prior to closing . 11 , PURCHASER REVIEW FOR CLOSING . Purchaser will approve or reject each item required to be provided by Seller under this Agreement within 7 days after receipt by Purchaser of all of the required items . Seller will have 3 days thereafter to cure and resubmit any rejected item to Purchaser . In the event Page 2 Seller fails to timely deliver any item, or Purchaser rejects any item after delivery , Purchaser may in its discretion extend the Inspection Period accordingly . 12 . EXPENSES . Seller will pay the documentary revenue stamp tax and all other taxes or costs associated with the conveyance , including the cost of recording the deed described in paragraph 9 of this Agreement and any other recordable instruments which the title insurer deems necessary to assure good and marketable title to the Property and to comply with the requirements of this Agreement . 13 . TAXES AND ASSESSMENTS . All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Seller at closing . In the event the Purchaser acquires fee title to the Property between January 1 and November 1 , Seller shall , in accordance with Section 196 . 295 , Florida Statutes , place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the Property . In the event the Purchaser acquires fee title to the Property on or after November 1 , Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. 14 . CLOSING PLACE AND DATE . The closing shall be on or before thirty (30) days after the end of the Inspection Period and subject to the Conditions Precedent in paragraph 32 below; provided , however, that if a defect exists in the title to the Property, title commitment, Survey, environmental site assessment, or any other documents required to be provided or completed and executed by Seller, the closing shall occur either on the original closing date or within 30 days after receipt of documentation curing the defects , whichever is later. If at the end of the Inspection Period the County is satisfied with its inspections , the purchase of the Property is to be consummated "as- is , where- is , with -all - faults . " The date , time and place of closing shall be set by County , after consultation with Seller. The parties agree that a closing as early as reasonably possible is the intention of Seller and Purchaser. 15 . RISK OF LOSS AND CONDITION OF REAL PROPERTY . Seller assumes all risk of loss or damage to the Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Purchaser in the same or essentially the same condition as of the date of Seller' s execution of this Agreement, ordinary wear and tear excepted . However, in the event the condition of the Property is altered by an act of God or other natural force beyond the control of Seller, Purchaser may elect, at its sole option , to terminate this Agreement and neither party shall have any further obligations under this Agreement ; provided that Seller shall have no obligation to restore the property should Purchaser decide not to terminate this Agreement and proceed to closing . Seller represents and warrants that there are no parties other than Seller in occupancy or possession of any part of the Property . 16 . RIGHT TO ENTER PROPERTY AND POSSESSION . Seller agrees that from the date this Agreement is executed by Seller and Purchaser, Purchaser and its agents, upon reasonable notice , shall have the right to enter the Property for all lawful purposes in connection with this Agreement. With regard to any entry by Purchaser upon the Property prior to closing , Purchaser ' s liability to Seller or to any third party shall be subject to the limitations and conditions specified in section 768 . 28 , Florida Statutes . Seller shall deliver possession of the Property to the County at closing . 17 . ACCESS . Seller is not responsible for providing Purchaser access across its retained property . Access to the property is by water from Blue Cypress Lake or through parcels owned by the St . Johns River Water Management District . Page 3 18 . DEFAULT . If Seller defaults under this Agreement, Purchaser may waive the default and proceed to closing , seek specific performance , or refuse to close and elect to receive the return of any money paid , each without waiving any action for damages , or any other remedy permitted by law or in equity resulting from Seller' s default . If Purchaser defaults under this Agreement, Seller ' s sole and exclusive remedy shall be specific performance . In connection with any dispute arising out of this Agreement, including without limitation litigation and appeals , each party will be responsible for its own attorney ' s fees and costs . 19 . BROKERS . Seller warrants that no persons , firms, corporations or other entities are entitled to a real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the disclosure statement required in paragraph 10 . Seller shall indemnify and hold Purchaser harmless from any and all such claims , whether disclosed or undisclosed . 20 . RECORDING . This Agreement may not be recorded . 21 . ASSIGNMENT . This Agreement may be assigned by Purchaser, in which event Purchaser will provide written notice of assignment to Seller. This Agreement may not be assigned by Seller without the prior written consent of Purchaser . 22 . TIME . Time is of essence with regard to all dates or times set forth in this Agreement. 23 . SEVERABILITY . In the event any of the provisions of this Agreement are deemed to be unenforceable , the enforceability of the remaining provisions of this Agreement shall not be affected . 24 . SUCCESSORS IN INTEREST . Upon Seller' s execution of this Agreement, Seller' s heirs , legal representatives, successors and assigns will be bound by it . Upon Purchaser' s approval of this Agreement, Purchaser and Purchaser' s successors and assigns will be bound by it. Whenever used, the singular shall include the plural and one gender shall include all genders . 25 . ENTIRE AGREEMENT . This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements , representations and understandings of the parties . No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties . 26 . WAIVER . Failure of Purchaser or Seller to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained , shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right ; but the same shall remain in full force and effect . 27 . AMENDMENTS . No modification, amendment or alteration hereto , shall be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto . 28 . ADDENDUM . Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. 29 . NOTICE . Whenever either party desires or is required to give notice unto the other, it must be given by written notice , and either delivered personally or mailed to the appropriate address indicated on Page 4 the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 30 . SURVIVAL . The covenants , warranties , representations , indemnities and undertakings of Seller set forth in this Agreement shall survive the closing , the delivery and recording of the deed described in paragraph 9 of this Agreement and Purchaser' s possession of the Property . 31 . BARGAIN SALE . Purchaser acknowledges that it is Seller' s intent to effectuate a " bargain sale " of the Property, i . e . , a sale to a charitable organization at a price below fair market value wherein the difference is considered a charitable contribution under applicable sections of the Internal Revenue Code . Seller acknowledges that the substantiation of a charitable contribution deduction rests exclusively with Seller but for Purchaser' s execution of Internal Revenue Service Form 8283 . Purchaser agrees to provide copies of the appraisals obtained by Purchaser upon Seller ' s request after full execution of this Agreement . 32 . CONDITIONS PRECEDENT . Specific conditions precedent to the obligations of the Purchaser to perform under the terms of this Agreement, and which must be met prior to the end of the Inspection Period, are; (i ) approval of the transaction by the Indian River County Board of County Commissioners; (ii ) approval by North American Wetlands Conservation Act of the Corrigan Tract being used as a match ; and (iii ) approval by St. Johns River Water Management District of the use of the Corrigan Tract as a match for NAWCA and of the placement of a Notice of Grant on the Corrigan Tract; (iv) approval of this Agreement, and the Total Purchase Price, by Purchaser, (v ) confirmation that the Total Purchase Price is not in excess of the final County approved appraised value of the property ; (vi ) County approval of all documents to be furnished hereunder by Seller; and (vii ) availability of funding from the NAWCA grant . THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER , IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE , 2011 , THIS OFFER WILL BE VOID UNLESS THE PURCHASER , AT ITS SOLE OPTION , ELECTS TO ACCEPT THIS OFFER BY EXECUTING IT . SELLER UNDERSTANDS AND AGREES THAT THIS AGREEMENT SHALL BE FULLY BINDING UPON IT AS OF THE TIME OF EXECUTION BY SELLER, FOLLOWED WITHIN A REASONABLE TIME THEREAFTER (NO MORE THAN 45 DAYS ) BY EXECUTION BY INDIAN RIVER COUNTY . [SIGNATURE PAGES FOLLOW] SELLER PRESSLEY RANCH , INC Witness as to Seller Page 5 Witness as to Seller Date signed by Seller PURCHASER INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS By / , •,.•��Y COM,yj Bob Solari, Chairman : N ' 9 ' Date Approved by BCC : August0* V .a - N ' Cpl. ��y e• '�M•r co�IY ! � ��• • rrr •ra •r Attest : J . K . Barton , Clerk Deputy Clerk Approved : 'Joseph A . Baird Page 6 County Administrator Approved as to form and legal sufficiency : County Attorney STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2011 , by , of Pressley Ranch , Inc . , as Seller, who is personally known to me or who has produced a driver' s license issued within the last five years as identification . (NOTARY PUBLIC) SEAL Notary Public ( Printed, Typed or Stamped Name of Notary Public ) Commission No . : My Commission Expires : Page 7 EXHIBIT " A " Legal Description INSERT TITLE POLICY DESCRIPTION AND DEED DESCRIPTION (The final legal description will be as reflected on the County-approved survey . ) Page 8 IRC Job No . 0008 - 18 Blue Cypress Lake Pressley Ranch Conservation Area T Croonquist , PSM July 22 , 2011 LEGAL, DESCRIPTION : A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND , AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA . " PARCEL 9 : LOTS AA , BB AND CC IN UNSURVEYED TOWNSHIP , RANGE 36 EAST, OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION . " BEING DI SCRIBED AS FOLLOWS : THE NORTH 350 .ACRES OF LOT AA ACCORDING TO " PLAT OF FELLSMERE FARM COMPANY ' S RE - SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST . LUCIE COUNTY , STATE OF FLORIDA , SAID LOTS C & D BEING SHOU- N UPON THE PLAT OF SAID SUBDIVISION DATED NOV . 18 , 19123 AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A . D . 1912 ) IN PLAT BOOK 21 ON PAGE 9 " , AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4 , OF THE PUBLIC RECORDS OF ST . LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT " PLAT NO . 5 , INDIAN RIVER COUNTY , FLORIDA , TOWNSHIP 31 S . , RANGE 36E . " AS FILED IN THE OFFICE OF THE CLERK OF COURTS , INDIAN RIVER COUNTY , FLORIDA , ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA . C \ Users\chmI \AppData \Local \ rOicrosoft \\Nindows\Temporary Internet Files\OLK367\07- 22 - 2011 PRESSLEY RANCP CONSERVATION AREA LEGAL DESCRIPTION . docx ADDENDUM to Contract for Sale and Purchase between PRESSLEY RANCH , INC . ( " Seller " ), and INDIAN RIVER COUNTY (" Purchaser") (TRUSTEE) A . At the same time that Seller submits the closing documents required by paragraph 9 of this Agreement, Seller shall also submit the following to Purchaser : 1 . Copies of all trust agreements and all amendments , 2 . Copies of limited partnership agreements and other limited partnership documents reasonably requested by Purchaser, 3 . All certificates , affidavits , resolutions or other documents as may be required by Purchaser or the title insurer, which authorize the sale of the Property to Purchaser in accordance with the terms of this Agreement and evidence Seller' s authority to execute this Agreement and all other documents required by this Agreement, and 4 . Copy of proposed opinion of counsel as required by paragraph B . below . B . As a material inducement to Purchaser entering into this Agreement and to consummate the transaction contemplated herein , Seller covenants , represents and warrants to Purchaser as follows : 1 . Seller' s execution of this Agreement and the performance by Seller of the various terms and conditions hereof, including, without limitation , the execution of all agreements , notices and other documents hereunder, have been duly authorized by the requisite trust authority 2 . This Agreement, when executed and delivered , will be valid and legally binding upon Seller and enforceable in accordance with its terms and neither the execution of this Agreement and the other instruments to be executed hereunder by Seller, nor the performance by it of the various terms and conditions hereto will violate the terms of the trust agreement or any amendments thereto . At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants , representations and warranties contained above in this paragraph B . are true and correct as of the closing date . In rendering the foregoing opinion , such counsel may rely as to factual matters upon certificates or other documents furnished by beneficiaries , partners , officers , officials and other counsel of Seller, and upon such other documents and data as such beneficiaries , partners , officers, officials and counsel may deem appropriate . 2 / 1 / 06 Page 11 tirvrcv THIS DOCUMENT HAS BEEN RECORDED IN THE PUBLIC RECORDS OF INDIAN RIVER COUNTY FL. BK : 2541 PG : 215 , Panel o1 3 12112/2011 at 10 : 46 AM , DOC STAMPS D $ ] 000 . 00 JEFFREY K BARTON , CLERK OF COURT THIS INSTRUMENT PREPARED BY AND Recording : ; , RECORD AND RETURN TO : Deed Stamps : Total : . " ' . CHRISTOPHER H . MARINE, ESQ . Gould Cooksey Fennell , P . A . Property Appraiser ' s Parcel 979 Beachland Boulevard Identification No . : Vero Beach, FL 32963 31 -36 -00 -00001 -0000- 00010/0 . ( 772 ) 231 - 1100 WARRANTY DEED THIS WARRANTY DEED Made theday of December, A . D . 2011 by PRESSLEY RANCH , INC. , a Florida corporation , whose address is Post Of ice Box 690155 , Vero Beach , Florida 32969, hereinafter called the 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 the GRANTEE : ( Wherever used herein the terms " grantor " and " grantee " include all the parties to this instrument and the heirs , legal representatives and assigns of individuals , and the successors and assigns of corporations) WITNESSETH : That the GRANTOR, for and in consideration of the sum of Ten Dollars (S 10 . 00) and other valuable considerations, receipt whereof is hereby acknowledged , hereby grants , bargains, sells , aliens, remises , releases , conveys and confirms unto the GRANTEE, all that certain land situate in Indian River County , Florida, viz : SEE SCHEDULE " A " ATTACHED HERETO. Subject to easements, restrictions, reservations and rights. of- way , of record , if any , but this provision shall not operate to reimpose the same . TO HAVE AND TO HOLD, the same in fee simple forever. TOGETHER with all tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. AND the GRANTOR hereby covenants with said GRANTEE that the GRANTOR is lawfully seized of said land in fee simple ; that the GRANTOR has good right and lawful authority to sell and convey said land ; that the GRANTOR hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31 ,2010 . IN WITNESS WHEREOF, the said GRANTOR has signed and sealed these presents the day and year first above written . Signed , sealed and delivered in PRESSLEY RANCH , INC . , the presence. f: a Florida corporation By : MICHAEL H . PRESSLE P esident Pr ' ted Name : ri * Pt H Marine ( Corporate Seal ) Printed Name : CAROL K . WILCOX STATE OF FLORIDA COUNTY OF INDIAN RIVER I HEREBY CERTIFY that on this day , before me , an officer duly authorized in the State and County aforesaid to take acknowledgments , personally appeared MICHAEL H . PRESSLEY , well known to me to be the President of PRESSLEY RANCH , INC . , a Florida corporation , named as Grantor in the foregoing deed and that he severally acknowledged executing the same in the presence of two subscribing witnesses freely and voluntarily under autiority duly vested in him by said corporation and that the seal affixed thereto is the true corporate seal of said corporation and who did take an oath . WITNESS my hand and official seal in the County and State last aforesaid this / 50f' day of December, A . D . 2011 , Notary Public �ea CAROL K. WILCOX Printed Name : CAROL K . WILCOX MY COMMISSION # DD 872234 Commission No . : r3F EXPIRES: July 10, 2013 Bunded7hruNotary Public underwriters My Commission Expires : �D (Notary Seal ) PREPARER ' S NOTE : REAL PROPERTY TAXES APPLICABLE TO THE ABOVE REFERENCED PARCEL HAVE BEEN PAID IN FULL THROUGH THE YEAR 2011 . SCHEDULE &` A " Leal Description A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA. THAT PORTION OF LOTS AA , BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST, OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION . " BEING DESCRIBED AS FOLLOWS , THE NORTH 350 ACRES OF LOT AA, ACCORDING TO " PLAT OF FELLSMERE FARM COMPANY ' S RE- SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST. LUCIE COUNTY , STATE OF FLORIDA, SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV. 18 , 1912 , AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A. D . 19129 IN PLAT BOOK 29 ON PAGE 9, AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4 , OF THE PUBLIC RECORDS OF ST. LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT " PLAT NO. 5, INDIAN RIVER COUNTY , FLORIDA , TOWNSHIP 31 SOUTH, RANGE 36 EAST" AS FILED IN THE OFFICE OF THE CLERK OF COURTS, INDIAN RIVER COUNTY, FLORIDA, ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA . 86709 -007869 TITLE OWNER'S POLICY OF TITLE INSURANCE RESOURCES (with Florida Modifications ) Issued by Title Resources Guaranty Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions . COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE , THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B , AND THE CONDITIONS , TITLE RESOURCES GUARANTY COMPANY , a Texas corporation (the " Company ") insures , as of Date of Policy , against loss or damage , not exceeding the Amount of Insurance , sustained or incurred by the Insured by reason of: 1 . Title being vested other than as stated in Schedule A . 2 . Any defect in or lien or encumbrance on the Title . This Covered Risk includes but is not limited to insurance against loss from ( a) A defect in the Title caused by ( i ) forgery , fraud , undue influence , duress , incompetency , incapacity , or impersonation ; ( ii ) failure of any person or Entity to have authorized a transfer or conveyance ; ( iii ) a document affecting Title not properly created , executed , witnessed , sealed , acknowledged , notarized , or delivered ; ( iv) failure to perform those acts necessary to create a document by electronic means authorized by law , (v) a document executed under a falsified , expired , or otherwise invalid power of attorney ; (vi ) a document not properly filed , recorded , or indexed in the Public Records including failure to perform those acts by electronic means authorized by law ; or ( vii ) a defective judicial or administrative proceeding . ( b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable , but unpaid . (c) Any encroachment, encumbrance , violation , variation , or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land . The term " encroachment" includes encroachments of existing improvements located on the Land onto adjoining land , and encroachments onto the Land of existing improvements located on adjoining land . 3 . Unmarketable Title . 4 . No right of access to and from the Land . 5 . The violation or enforcement of any law , ordinance , permit , or governmental regulation (including those relating to building and zoning ) restricting , regulating , prohibiting , or relating to ( a) the occupancy , use , or enjoyment of the Land ; ( b) the character , dimensions , or location of any improvement erected on the Land ; ( c) the subdivision of land ; or ( d ) environmental protection if a notice , describing any part of the Land , is recorded in the Public Records setting forth the violation or intention to enforce , but only to the extent of the violation or enforcement referred to in that notice . In Witness Whereof, TITLE RESOURCES GUARANTY COMPANY , has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A , the policy to become valid when countersigned by an authorized signatory of the Company . Bks <%r '� �, ^ Title Resources Guaranty Coinprany Z P,,,,40F B 727 An Autho Signature vt Executive Vice President 7 Secretary TRGC Form No . : 6709 ALTA Owner's Policy of Title Insurance 6- 17-06 (with Florida Modifications) COVERED RISKS (con 't) 6 . An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action , describing any part of the Land , is recorded in the Public Records , but only to the extent of the enforcement referred to in that notice . 7 . The exercise of the rights of eminent domain if a notice of the exercise , describing any part of the Land , is recorded in the Public Records . 8 . Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge . 9 . Title being vested other than as stated in Schedule A or being defective (a ) as a result of the avoidance in whole or in part , or from a court order providing an alternative remedy , of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy , state insolvency , or similar creditors' rights laws ; or ( b ) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy , state insolvency , or similar creditors ' rights laws by reason of the failure of its recording in the Public Records (i) to be timely , or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10 . Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A . The Company will also pay the costs , attorneys ' fees , and expenses incurred in defense of any matter insured against by this Policy , but only to the extent provided in the Conditions . EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy , and the Company will not pay loss or damage , costs , attorneys' fees , or expenses that arise by reason of: 1 . (a) Any law, ordinance , permit , or governmental regulation (including those relating to building and zoning ) restricting , regulating , prohibiting , or relating to (i) the occupancy , use , or enjoyment of the Land ; ( ii) the character , dimensions , or location of any improvement erected on the Land ; ( iii) the subdivision of land ; or ( iv) environmental protection ; or the effect of any violation of these laws , ordinances , or governmental regulations . This Exclusion 1 (a ) does not modify or limit the coverage provided under Covered Risk 5 . ( b) Any governmental police power . This Exclusion 1 ( b) does not modify or limit the coverage provided under Covered Risk 6 . 2 . Rights of eminent domain . This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8 . 3 . Defects , liens , encumbrances , adverse claims , or other matters (a) created , suffered , assumed , or agreed to by the Insured Claimant; ( b) not Known to the Company , not recorded in the Public Records at Date of Policy , but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy ; (c) resulting in no loss or damage to the Insured Claimant ; (d) attaching or created subsequent to Date of Policy ; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title . 4 . Any claim , by reason of the operation of federal bankruptcy , state insolvency, or similar creditors' rights laws , that the transaction vesting the Title as shown in Schedule A , is ( a) a fraudulent conveyance or fraudulent transfer; or ( b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy . TRGC Form No. : 6709 Page 2 ALTA Owners Policy of Title Insurance 6- 17-06 (with Florida Modifications) 5 . Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1 . DEFINITION OF TERMS The following terms when used in this policy mean : ( a ) "Amount of Insurance " : The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy , increased by Section 8 ( b) , or decreased by Sections 10 and 11 of these Conditions . ( b ) " Date of Policy" : The date designated as " Date of Policy " in Schedule A. (c) " Entity" : A corporation , partnership , trust , limited liability company , or other similar legal entity . (d ) " Insured" : The Insured named in Schedule A. ( i ) The term " Insured " also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase , including heirs , devisees , survivors , personal representatives , or next of kin ; ( B ) successors to an Insured by dissolution , merger, consolidation , distribution , or reorganization ; (C ) successors to an Insured by its conversion to another kind of Entity ; ( D ) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title ( 1 ) if the stock , shares , memberships , or other equity interests of the grantee are wholly-owned by the named Insured , (2 ) if the grantee wholly owns the named Insured , (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured , provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity , or (4 ) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes . ( ii ) With regard to (A) , ( B) , ( C ) , and ( D ) reserving , however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured . (e) " Insured Claimant' : An Insured claiming loss or damage . (f) " Knowledge" or " Known " : Actual knowledge , not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title . ( g) " Land " : The land described in Schedule A , and affixed improvements that by law constitute real property . The term " Land " does not include any property beyond the lines of the area described in Schedule A, nor any right , title , interest, estate , or easement in abutting streets , roads , avenues , alleys , lanes , ways , or waterways , but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy . ( h ) " Mortgage" : Mortgage , deed of trust , trust deed , or other security instrument , including one evidenced by electronic means authorized bylaw . ( i ) " Public Records" : Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge . With respect to Covered Risk 5 (d ) , "Public Records " shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located . Q ) "Title " : The estate or interest described in Schedule A. ( k) " Unmarketable Title" : Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase , lease , or lend if there is a contractual condition requiring the delivery of marketable title . 2 . CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured , but only so long as the Insured retains an estate or interest in the Land , or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured , or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title . This policy shall not continue in force in favor of any purchaser from the Insured of either ( i) an estate or interest in the Land , or (ii) an obligation secured by a purchase money Mortgage given to the Insured . 3 , NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing ( i ) in case of any litigation as set forth in Section 5 (a) of these Conditions , (ii ) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title , as insured , and that might cause loss or damage for which the Company may be liable by virtue of this policy , or ( iii ) if the Title , as insured , is rejected as Unmarketable Title . If the Company is prejudiced by the TRGC Form No. : 6709 Page 3 ALTA Owner's Policy of Title Insurance 6- 17-06 (with Florida Modifications) CONDITIONS ( con 't) failure of the Insured Claimant to provide prompt notice , the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice . 4 . PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage , the Company may , at its option , require as a condition of payment that the Insured Claimant furnish a signed proof of loss . The proof of loss must describe the defect, lien , encumbrance , or other matter insured against by this policy that constitutes the basis of loss or damage and shall state , to the extent possible , the basis of calculating the amount of the loss or damage . 5 . DEFENSE AND PROSECUTION OF ACTIONS ( a ) Upon written request by the Insured , and subject to the options contained in Section 7 of these Conditions , the Company , at its own cost and without unreasonable delay , shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured . This obligation is limited to only those stated causes of action alleging matters insured against by this policy . The Company shall have the right to select counsel of its choice ( subject to the right of the Insured to object for reasonable cause ) to represent the Insured as to those stated causes of action . It shall not be liable for and will not pay the fees of any other counsel . The Company will not pay any fees , costs , or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy . ( b ) The Company shall have the right , in addition to the options contained in Section 7 of these Conditions , at its own cost , to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title , as insured , or to prevent or reduce loss or damage to the Insured . The Company may take any appropriate action under the terms of this policy , whether or not it shall be liable to the Insured . The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy . If the Company exercises its rights under this subsection , it must do so diligently . (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy , the Company may pursue the litigation to a final determination by a court of competent jurisdiction , and it expressly reserves the right, in its sole discretion , to appeal any adverse judgment or order. 6 . DUTY OF INSURED CLAIMANT TO COOPERATE (a ) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals , the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding , including the right to use , at its option , the name of the Insured for this purpose . Whenever requested by the Company , the Insured , at the Company' s expense , shall give the Company all reasonable aid (i) in securing evidence , obtaining witnesses , prosecuting or defending the action or proceeding , or effecting settlement, and (ii ) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured . If the Company is prejudiced by the failure of the Insured to furnish the required cooperation , the Company's obligations to the Insured under the policy shall terminate , including any liability or obligation to defend , prosecute , or continue any litigation , with regard to the matter or matters requiring such cooperation . ( b ) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination , inspection , and copying , at such reasonable times and places as may be designated by the authorized representative of the Company , all records , in whatever medium maintained , including books , ledgers , checks , memoranda , correspondence , reports , e - mails , disks , tapes , and videos whether bearing a date before or after Date of Policy , that reasonably pertain to the loss or damage . Further, if requested by any authorized representative of the Company , the Insured Claimant shall grant its permission , in writing , for any authorized representative of the Company to examine , inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage . All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless , in the reasonable judgment of the Company , it is necessary in the administration of the claim . Failure of the Insured Claimant to submit for examination under oath , produce any reasonably requested information , or grant permission to secure reasonably necessary information from third parties as required in this subsection , unless prohibited by law or governmental regulation , shall terminate any liability of the Company under this policy as to that claim . 7 . OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS ; TERMINATION OF LIABILITY In case of a claim under this policy , the Company shall have the following additional options : ( a ) To Pay or Tender Payment of the Amount of Insurance . To pay or tender payment of the Amount of Insurance under this policy together with any costs , attorneys' fees , and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay . TRGC Form No. : 6709 Page 4 ALTA Owner's Policy of Title Insurance 6- 17-06 (with Florida Modifications) CONDITIONS (con 't) Upon the exercise by the Company of this option , all liability and obligations of the Company to the Insured under this policy , other than to make the payment required in this subsection , shall terminate , including any liability or obligation to defend , prosecute , or continue any litigation . ( b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. ( i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy . In addition , the Company will pay any costs , attorneys' fees , and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay ; or ( ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy , together with any costs , attorneys' fees , and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay . Upon the exercise by the Company of either of the options provided for in subsections ( b) ( i) or ( ii) , the Company' s obligations to the Insured under this policy for the claimed loss or damage , other than the payments required to be made , shall terminate , including any liability or obligation to defend , prosecute , or continue any litigation . 8 . DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy . (a ) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of ( i ) the Amount of Insurance ; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy . ( b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title , as insured , (i ) the Amount of Insurance shall be increased by 10 % , and ( ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid . (c) In addition to the extent of liability under (a) and ( b) , the Company will also pay those costs , attorneys' fees , and expenses incurred in accordance with Sections 5 and 7 of these Conditions . 9 , LIMITATION OF LIABILITY (a) If the Company establishes the Title , or removes the alleged defect , lien , or encumbrance , or cures the lack of a right of access to or from the Land , or cures the claim of Unmarketable Title , all as insured , in a reasonably diligent manner by any method , including litigation and the completion of any appeals , it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured . (b) In the event of any litigation , including litigation by the Company or with the Company's consent , the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction , and disposition of all appeals , adverse to the Title , as insured . (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company . 10 . REDUCTION OF INSURANCE ; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy , except payments made for costs , attorneys' fees , and expenses , shall reduce the Amount of Insurance by the amount of the payment. 11 . LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed , assumed , or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title , and the amount so paid shall be deemed a payment to the Insured under this policy . 12 . PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions , the payment shall be made within 30 days . 13 . RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a ) Whenever the Company shall have settled and paid a claim under this policy , it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property , to the extent of the amount of any loss , costs , attorneys ' fees , and expenses paid by the Company . If requested by the Company , the Insured Claimant shall execute TRGC Form No. : 6709 Page 5 ALTA Owner's Policy of Title Insurance & 17-06 (with Florida Modifications) CONDITIONS ( con 't) documents to evidence the transfer to the Company of these rights and remedies . The Insured Claimant shall permit the Company to sue , compromise , or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies . If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss . ( b ) The Company ' s right of subrogation includes the rights of the Insured to indemnities , guaranties , other policies of insurance , or bonds , notwithstanding any terms or conditions contained in those instruments that address subrogation rights . 14 . ARBITRATION Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the Insured at the time of a controversy or claim . Arbitrable matters may include , but are not limited to , any controversy or claim between the Company and the Insured arising out of or relating to this policy , and service of the Company in connection with its issuance or the breach of a policy provision or other obligation . Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured , the Rules in effect at Date of Policy shall be binding upon the parties . The 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 to a prevailing party . Judgment upon the award rendered by the Arbitrator( s ) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules . A copy of the Rules may be obtained from the Company upon request. 15 . LIABILITY LIMITED TO THIS POLICY ; POLICY ENTIRE CONTRACT ( a ) This policy together with all endorsements , if any , attached to it by the Company is the entire policy and contract between the Insured and the Company . In interpreting any provision of this policy , this policy shall be construed as a whole . ( b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy . (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person , or expressly incorporated by Schedule A of this policy . (d ) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions . Except as the endorsement expressly states , it does not ( i ) modify any of the terms and provisions of the policy , ( ii ) modify any prior endorsement , (iii ) extend the Date of Policy , or ( iv) increase the Amount of Insurance . 16 , SEVERABILITY In the event any provision of this policy , in whole or in part, is held invalid or unenforceable under applicable law , the policy shall be deemed not to include that provision or such part held to be invalid , but all other provisions shall remain in full force and effect. 17 . CHOICE OF LAW ; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation , rights , remedies , or enforcement of policies of title insurance of the jurisdiction where the Land is located . Therefore , the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy . In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law . ( b ) Choice of Forum : Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction . 18 . NOTICES , WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 8111 LBJ Freeway , Ste . 1200 , Dallas , TX 75251 , Phone : 800- 526-8018 or trgcclaims@trgc . com . TRGC Form No . : 6709 Page 6 ALTA Owner's Policy of Title Insurance 6- 17-06 (with Florida Modifications) TITLE Owner ' s Policy Issued By : k RESOURCES Title Resources Guaranty Company Schedule A File No . : 0040. 0000011 Policy No . : 86709 -007869 Address Reference : Blue Cypress Road Fellsmere, Florida 32948 Amount of Insurance : $ 1 , 000 ,000 . 00 Premium : $3 , 552 . 50 Date of Policy : 12/12 / 11 at 10 ; 46 , a m 1 . Name of Insured : Indian River County, a political subdivision of the State of Florida 2 . The estate or interest in the Land that is insured by this policy is :Fee Simple 3 . Title is vested in : Indian River County, a political subdivision of the State of Florida 4 , The Land referred to in this policy is described as follows : SEE EXHIBIT " A " ATTACHED HERETO . � I's aU.' Rx Title R(,w.vc)u1 ws Gttaran Coj2rprtn7r LAW OFFICES OF GOULD COOKSEY FENNELL , P.A. , By: as issuing age or ' le esources Guaranty Company t Executive Vice President An Aut ori Signat e uSeCretary TRGC Form No . : 6709Schedu esA-B ALTA Owner's Policy ofTitle Insurance 6/ 17/06 Schedules (05/ ] 1 DisplaySoft83 -WIN-FL-OWNA-06) Owner 's Policy Issued By . Title Resources Guaranty Company Schedule B File No . : 0040 . 0000011 Policy No . : 86709-007869 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs , attorneys' fees , or expenses that arise by reason of: 1 . Any rights , interests , or claims of parties in possession of the Land not shown by the Public Records . 2 . Any encroachment, encumbrance, violation , variation , or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land . The term " encroachment" includes encroachments of existing improvements located on the Land onto adjoining land , and encroachments on the Land of existing improvements located on adjoining land . 3 . Easements or claims of easements not shown by the Public Records , 4 . Any lien , or right to a lien , for services , labor or materials in connection with improvements, repairs or renovations provided before, on , or after Date of Policy, not shown by the Public Records . 5 . Any dispute as to the boundaries caused by a change in the location of any water body within or adjacent to the Land prior to Date of Policy, and any adverse claim to all or part of the Land that is , at Date of Policy, or was previously, under water. 6 . Taxes or special assessments not shown as liens in the Public Records or in the records of the local tax collecting authority, at Date of Policy. 7 . Any minerals or mineral rights leased, granted or retained by current or prior owner. 8 . Taxes and assessments for the year 2012 , and subsequent years, which are not yet due and payable . 9 . Any lien as provided for by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charges for service by any water, sewer, or gas systems supplying the lands described herein . (Owner's Policy only ) 10 . Rights of property owners whose property abuts Blue Cypress Lake in and to the bed or submerged portions thereof; also, any rights of those owners to use said Blue Cypress Lake for boating, fishing or other recreational purpose, drainage or common purposes . 11 . This commitment or policy does not insure the nature or extent of riparian or littoral rights . 12 . Any claim to any portion of the property described in Schedule " A " which lies below the ordinary high water line of Blue Cypress Lake and other adjacent waters , if any . 13 . Notwithstanding any other insuring clauses contained herein , this commitment or policy DOES NOT insure ingress and egress . 14 . Items 1 , 4 , 6 , 7 and 9 are hereby deleted in their entirety . NOTES FOR INFORMATIONAL PURPOSES ONLY , All recording information contained herein refers to the Public Records of Indian River County , Florida , unless otherwise indicated . Any reference herein to a Book and Page is a reference to the Official Records Books of said county , unless indicated to the contrary . TRGC Form No . : 6709SchedulesA-B ALTA Owner's Policy ofTitle Insurance 6/ 17/06 Schedules (05/ 11 Disp)aySoft 83-WIN-FL-OWNB-06) EXHIBIT "A" Legal Description A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA . THAT PORTION OF LOTS AA, BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST , OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION . " BEING DESCRIBED AS FOLLOWS , THE NORTH 350 ACRES OF LOT AA , ACCORDING TO "PLAT OF FELLSMERE FARM COMPANY ' S RE -SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST . LUCIE COUNTY, STATE OF FLORIDA, SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV . 189 19129 AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY, ON THE 9TH DAY OF DECEMBER A.D . 19129 IN PLAT BOOK 29 ON PAGE 9, AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4, OF THE PUBLIC RECORDS OF ST , LUCIE COUNTY, FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT "PLAT NO.5, INDIAN RIVER COUNTY, FLORIDA, TOWNSHIP 31 SOUTH, RANGE 36 EAST" AS FILED IN THE OFFICE OF THE CLERK OF COURTS , INDIAN RIVER COUNTY, FLORIDA , ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. SELLER ' S AFFIDAVIT STATE OF FLORIDA COUNTY OF INDIAN RIVER Personally appeared before me , the undersigned authority , MICHAEL H . PRESSLEY , who being first duly sworn , on oath says : 1 . That Affiant is the President of PRESSLEY RANCH, INC . , a Florida corporation , and he has personal knowledge and authority to attest to the matters hereinafter set forth . 2 . That the said PRESSLEY RANCH , INC. , a Florida corporation , is the owner, and is in sole undisputed possession of the following described property in Indian River County , Florida, to wit : SEE SCHEDULE " A " ATTACHED HERETO. which the said PRESSLEY RANCH, INC . , a Florida corporation is selling to INDIAN RIVER COUNTY , a political subdivision of the State of Florida . 3 . That the above described property is free and clear of all liens , taxes , encumbrances , boundary line or other disputes , and claims of every kind, nature and description whatsoever, except for those matters listed as exceptions in the title insurance commitment issued in connection with the transfer, and except for real estate and personal property taxes for the year 2011 . 4 . That there are no unrecorded agreements , easements, taxes, assessments or outstanding rights held by any person or entity affecting the property and there are no existing violations of any conditions , restrictions , limitations or easements affecting the property . 5 . That no person , firm or corporation has done any work , labor or services on the above described property which would give any lien right or claim against the property , or if the same has been done , full payment of all obligations pertaining thereto has been made to any and all prospective lienors ; and that said premises are free and clear of all liens or rights to claim of lien for labor upon or materials furnished for the improvement of said premises . 6 . That there are no uniform commercial code security agreements or security interests, conditional bills of sale or other indebtedness against the said property or any personal property contained therein which is the subject of this sale , except real estate taxes . 7 . This affidavit further certifies that there are no special improvement assessments of any kind against the above-described property and that there have been no paving, sewer, sidewalk or other improvements on or adjacent to the above- described property which will give rise to a special assessment lien by any governmental authority . 8 . That no judgment for the payment of money has ever been entered against the Affiant in any court of the State of Florida or the United States of America or if any has been entered , same has been paid and satisfied of record ; and that there are no suits pending against the Affiant in any court ; and no proceedings in bankruptcy or receivership by or against the Affiant are pending in any court . 9 . There are no matters pending against the Affiant that could give rise to any lien that could attach to the property between August 17 , 2011 and the time of recording of the Warranty Deed to the Purchaser. That Affiant has not and will not execute any instrument or do any act whatsoever which would or might in any way affect title to the above described property to the detriment of the purchaser . 10 . That Affiant certifies that the nature of this transaction is a bargain sale of certain real property to apolitical subdivision of the State of Florida other than in the ordinary and regular course of business . In accordance with Section 607 . 1201 F . S . and Section 607 . 1202 F . S . , this transaction does not constitute the disposition of all or substantially all of the property of the Florida corporation . Further, the subject transaction has been unanimously approved by all corporate shareholders and directors . 11 . Affiant does hereby covenant and reaffirm that the representations and warranties of the Seller as contained in the Contract For Sale and Purchase dated August 16 , 2011 by and between PRESSLEY RANCH , INC. , and INDIAN RIVER COUNTY , a political subdivision of the State of Florida , including the Addendum thereto , Section B , remain and are true and correct in their entirety . 12 . That Affiant understands that material reliance will be placed upon this affidavit by the law firm of Gould Cooksey Fennell , P . A . , and the company issuing title insurance incidental tothis transaction , if any . 13 . Affiant further certifies that this Affiant has read or heard read the facts of this affidavit and understands its contents . Affiant further states that Affiant is familiar with the nature of an oath ; and with the penalties as provided by the laws of the State aforesaid for falsely swearing to statements made in an instrument of this nature and that all statements made herein are true in substance and fact and are made for the purpose of inducing the sale of the above described premises to the aforementioned purchaser . 14 . That the use of the terms " they " and " them " as used in every instance shall denote the singular and/or plural and the masculine and/or feminine , whenever and wherever the context so requires or admits . PRESSLEY RA C IN , a FI By : MICHAEL H . RESSLE resident (Corporate Seal) S WO TO and subscribed before methis S {' day of December, 2011 , by MICHAEL H . PRESSLEY , who is [�j personally known to me or who has [ ] produced a drivers license as identification and who did take an oath . Notary Public R ®— K . WIL Printed Name : _ PP CAROL K. WILCOX Commission No . : *: z MYCOMMISSION # DD672234� My Commission Expires : EXPIRES: ,;uiy 10, 20-13 (Notary Seal) Fj , ` Bonded Thru Notary Public Underwriter, SCHEDULE " A " Lcgal Description A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA . THAT PORTION OF LOTS AA , BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST , OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION. " BEING DESCRIBED AS FOLLOWS ; THE NORTH 350 ACRES OF LOT AA , ACCORDING TO "PLAT OF FELLSMERE FARM COMPANY ' S R& SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST. LUCIE COUNTY , STATE OF FLORIDA , SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV . 18 , 1912 , AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A . D. 19129 IN PLAT BOOK 29 ON PAGE 9 , AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4 , OF THE PUBLIC RECORDS OF ST, LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT " PLAT NO. 5, INDIAN RIVER COUNTY , FLORIDA , TOWNSHIP 31 SOUTH, RANGE 36 EAST" AS FILED IN THE OFFICE OF THE CLERK OF COURTS, INDIAN RIVER COUNTY , FLORIDA, ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA . CERTIFICATE OF NON-FOREIGN STATUS Section 1445 ofthe Internal Revenue Code provides that a transferee of a U . S . real property interest must withhold tax if the transferor is a foreign person . For U . S . tax purposes ( including section 1445 ) , the owner of a disregarded entity ( which has legal title to a U . S . real property interest under local law) will be the transferor of the property and not the disregarded entity . To inform the transferee that withholding of tax is not required upon the disposition of a U . S . real property interest, by PRESSLEY RANCH , INC. , organized and existing under the laws of the State ofFlorida, the undersigned PRESSLEY RANCH , INC . , a Florida corporation , hereby certifies the following on behalf of . 1 . That PRESSLEY RANCH , INC . , is riot a foreign corporation ( s) , foreign partnership( s) , foreign trust(s) , or foreign estate(s) (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2 . That PRESSLEY RANCH , INC. , is not a disregarded entity as defined in § 1 . 1445 -2 (b)(2 )(iii) ; 3 . That PRESSLEY RANCH , INC. , U . S . employer identifying number is59 -2862455 ; and ; Florida 32969 . 4 . That PRESSLEY RANCH , INC. , post office address is Post Office Box 690155 , Vero Beach , PRESSLEY RANCH , INC. , understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine , imprisonment, or both . Under penalties of perjury , I declare that I have examined this certification and to the best of my knowledge and belief, it is true , correct and complete , and I further declare that I have authority to sign this document on behalf of PRESSLEY RANCH , INC. Dated : December �g 2011 PRESSLEY RANCH, INC. a FI car r J�7 By : MICHAEL H . PRE SLEY , P dent (Corporate Sea] S ORN TO and subscribed before me this / J� day of December, 2011 by MICHAEL H . PRESSLEY , who is [ pe rsonally known to me or who has [ ] produced a drivers license as identification and who did take an oath . n Notary Public Printed Name : CAROL GC , WILCOX Commission No . : My Commission Expires : (Notary Seal) F % ' CAROL K. WILCOX MY COMMISSION 4 DD 872234 - �' Der. EXPIRES: July 10, 2013 9 Omded thru Notary Public Undo wr era K AFFIDAVIT FOR DISBURSEMENT STATE OF FLORIDA COUNTY OF INDIAN RIVER Personally appeared before me , the undersigned authority , MICHAEL H . PRESSLEY , who being first duly sworn , on oath says : 1 . That Affiant is the President of PRESSLEY RANCH , INC. , a Florida corporation , and he has personal knowledge and authority to attest to the matters hereinafter set forth . 2 . That the said PRESSLEY RANCH , INC. , a Florida corporation , is the owner, and is in sole undisputed possession of the following described property in Indian River County , Florida, to wit : SEE SCHEDULE " A " ATTACHED HERETO. 3 . Affiant certifies from August 17, 2011 at 8 : 00 a . m . (date of most current title certification) no lien , encumbrance , or other document has been filed of record which adversely affects , the title to the above described property . 4 . In the event any documents which adversely affect title to the above described property are filed of record subsequent to the date and time set forth in paragraph 2 above , through the date and time of recording title to any purchasers and/or recording of any mortgages , Affiant agrees to assume FULL LEGAL RESPONSIBILITY for satisfaction and/or removal of same . 5 . Affiant further agrees to indemnify GOULD COOKSEY FENNELL, P. A. , and TITLE RESOURCES GUARANTY COMPANY , for any loss or damage , including court costs and attorneys fees, arising from any intervening liens or other matters which adversely affect the title to the above described property . 6 . Affiant understands that the figures set forth on the settlement statement relating to mortgage payoffs, mortgage assumptions , taxes , utilities, rental prorations , maintenance fees, special assessments, and/or any other charges are based upon the best information available ; and in the event said figures differ from the actual figures , Affiant agrees to promptly pay all additional sums owing which are necessary to fully satisfy said outstanding balances . 7 . Affiant gives this Affidavit for the purpose of inducing GOULD COOKSEY FENNELL, P. A . , to disburse, at the time of closing, any proceeds of sale, any mortgage proceeds , and/or disbursements made in accordance with any agreements between the parties hereto . 8 . Affiant understands whoever makes a false statement which they do not believe to be true , under oath, not in an official proceeding, in regard to any material matter, shall be guilty of a misdemeanor of the first degree , punishable by a definite term of imprisonment not exceeding one ( 1 ) year, as provided in Chapter 775 of the Florida Statutes . PRESSLEY RANCH , I C. a Fl i or r By : MICHAEL H . P ESSLEY , sident I ( Corporate Sea]) SWORN TO and subscribed before me this LS ' day of December, 2011 , by MICHAEL H. i PRESSLEY , who is personally known to me or who has [ ] produced a drivers license as identification and who did take an oath . Notary Public Printed Name : CARGLvi. .i ; Commission No : My Commission Expires : (Notary Seal) eb. . ..ti Ke . ..4:'�L.�. AS rtAh4x'iWhT - Z]1sx'.a3rtM1'e'✓ .._.. , <•; CM WILCO { SCHEDULE " A " Legal Description A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA. THAT PORTION OF LOTS AA , BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST , OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION . " BEING DESCRIBED AS FOLLOWS ; THE NORTH 350 ACRES OF LOT AA, ACCORDING TO " PLAT OF FELLSMERE FARM COMPANY ' S R& SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST . LUCIE COUNTY , STATE OF FLORIDA, SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV. 18 , 19129 AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A. D. 1912 , IN PLAT BOOK 29 ON PAGE 9, AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4, OF THE PUBLIC RECORDS OF ST, LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT "PLAT NO. 5, INDIAN RIVER COUNTY , FLORIDA , TOWNSHIP 31 SOUTH, RANGE 36 EAST" AS FILED IN THE OFFICE OF THE CLERK OF COURTS, INDIAN RIVER COUNTY, FLORIDA, ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA. SPECIAL ASSESSMENT AFFIDAVIT STATE OF FLORIDA COUNTY OF INDIAN RIVER BEFORE ME , the undersigned authority, duly authorized in the State and County aforesaid to take acknowledgments , personally appeared MICHAEL H . PRESSLEY , President of PRESSLEY RANCH , INC . , a Florida corporation , who after being duly sworn , depose(s) and say(s) the undersigned is/are the owner(s) of the following described property, to wit : SEE SCHEDULE " A " ATTACHED HERETO, PLEASE CHECK 1 , OR 2 : 1 , I/We HAVE received Notice of Utility, Paving, Water, Special, Impact, Development, Waste and/or Sewer Assessments( s) . Please explain : 2 . X 1/ We HAVE NOT received Notice of Utility , Paving , Water, Special , Impact, Development, Waste and/or Sewer Assessments( s) . PRESSLEY RANCH , INC. , a FI r ra By : MICHAEL H. PRESSLEY , P dent (Corporate Seal) SWORN TO and subscribed before me this _I.SL day of December, 011 by MICHAEL H . PRESSLEY , President of PRESSLEY RANCH , INC. , a Florida corporation , who is Vpersonally known to me or who has [ produced a drivers license as identification and who did take an oath . Notary Public Printed Name : �jAHOL K . WILCOX Commission No : My Commission Expires : (Notary Seal ) CAROL K WILCOX *' MY COMMISSION N DD 872234 ± • ` EXPIRES: J410, 2013 P_ h _ _ 8�� Tbti Netary Publi, underwriters SCHEDULE " A " Legal Description A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA . THAT PORTION OF LOTS AA, BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST , OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION. " BEING DESCRIBED AS FOLLOWS ; THE NORTH 350 ACRES OF LOT AA, ACCORDING TO " PLAT OF FELLSMERE FARM COMPANY ' S RE- SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST. LUCIE COUNTY , STATE OF FLORIDA, SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV. 189 19129 AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A . D. 19129 IN PLAT BOOK 2 , ON PAGE 9, AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4 , OF THE PUBLIC RECORDS OF ST, LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT " PLAT NO. 5, INDIAN RIVER COUNTY , FLORIDA , TOWNSHIP 31 SOUTH, RANGE 36 EAST" AS FILED IN THE OFFICE OF THE CLERK OF COURTS, INDIAN RIVER COUNTY , FLORIDA, ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA . Y THIS INSTRUMENT PREPARED BY AND Recording : RECORD AND RETURN TO : CHRISTOPHER H . MARINE, ESQ . Gould Cooksey Fennell , P . A . 979 Beachland Boulevard Vero Beach , FL 32963 (772 ) 231 - 1 100 CORPORATION CERTIFICATION AND AFFIDAVIT STATE OF FLORIDA COUNTY OF INDIAN RIVER Personally appeared before me , the undersigned authority , MICHAEL H . PRESSLEY , being first duly sworn ,- under oath says : I . That Affiant resides at 4500 Blue Cypress Lake Road , Vero Beach , Florida 32966 and Affiant has personal knowledge of the facts and matters hereinafter set forth . 2 . That Affiant is a current President of PRESSLEY RANCH , INC . , a Florida corporation and Affiant has authority to attest to the matters herein . This Affidavit is given in connection with the sale and transfer of the following described real property in Indian River County , Florida : SEE SCHEDULE "A " ATTACHED HERETO . 3 . That PRESSLEY RANCH, INC, , is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida . 4 . That Affiant has all requisite legal authority vested in Affiant as President of the corporation to execute the conveyance of the above real property on behalf of the corporation . Further, the corporation has not been dissolved, nor filed any bankruptcy or insolvency petition . 5 . That the closing of the transaction will not constitute a breach or a violation of the PRESSLEY RANCH , INC. , Certificate of Incorporation , corporate By - Laws, or constitute a violation of any order, judgment or decree to which it is a party . 6 . Affiant further certifies that this Affiant has read or heard the facts of this affidavit and understands its contents . Affiant further states that Affiant is familiar with the nature of an oath ; and with the penalties as provided by the laws of the State aforesaid for falsely swearing to statements made in an instrument of this nature and that all statements made herein are true in substance and fact and are made for the purpose of inducing the above referenced transaction . 7 . FURTHER AFFIANT SAYETH NOT. IN WITNESS WHEREOF , I have hereunto set my hand and seal this day of December, 20111 Signed , sealed and delivered in the prese o MICHAEL H. PRE LEY Printed Name : istophf'f H . Marine Printed Name : �fVILCOX STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregog instrument was acknowledged this / 54" day of December, 2011 , by MICHAEL H. PRESSLEY , who is [ personally known to me or who [ ] has produced a drivers license as identificationand who did take an oath . WITNESS my hand and official seal in the County and State last aforesaid this / .Sf day of December, A . D . 2011 , Notary Public Printed Name : Commission No . : My Commission Expires : (Notary Seal ) " r , CAROL K WILCOX r MY COMMISSION DD 872.''34 III1 EXPIRES: July to, 2013 ' 1391rded Thru Notary Public Underwdfars � ece � SCHEDULE " A " Legal Descriptio ❑ A PORTION OF THE FOLLOWING DESCRIBED PARCEL, OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA . THAT PORTION OF LOTS AA , BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST, OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION . " BEING DESCRIBED AS FOLLOWS ; THE NORTH 350 ACRES OF LOT AA , ACCORDING TO " PLAT OF FELLSMERE FARM COMPANY ' S RE- SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST. LUCIE COUNTY , STATE OF FLORIDA, SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV . 18 , 1912 , AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A . D. 1912 , IN PLAT BOOK 21 ON PAGE 9, AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 4 , OF THE PUBLIC RECORDS OF ST. LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT " PLAT NO . 5, INDIAN RIVER COUNTY , FLORIDA , TOWNSHIP 31 SOUTH , RANGE 36 EAST " AS FILED IN THE OFFICE OF THE CLERK OF COURTS, INDIAN RIVER COUNTY , FLORIDA , ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA . ENVIRONMENTAL AFFIDAVIT STATE OF FLORIDA COUNTY OF INDIAN RIVER Personally appeared before me , the undersigned authority, MICHAEL H . PRESSELEY , President of PRESSLEY RANCH , INC . , a Florida corporation , who being first duly sworn , on oath says : 1 . That the said PRESSLEY RANCH , INC. , is the owner, and is in sole undisputed possession of the following described property in Indian River County , Florida, to wit : SEE SCHEDULE " A " ATTACHED HERETO . which the said PRESSLEY RANCH , INC . , is selling to INDIAN RIVER COUNTY , a political subdivision of the State of Florida . 2 . That the above described property is free and clear of all liens , taxes, encumbrances , boundary line or other disputes , and claims of every kind , nature and description whatsoever, except for those items listed as exceptions in the title insurance commitment issued in connection with this conveyance , and except for real estate and personal property taxes for the year 2011 . 3 . To the best of Affiant ' s knowledge , but without independent investigation or inquiry, no adverse environmental conditions exist upon the real property referred toabove . 4 . Affiant has received no written notification or actual notice of the presence or existence of any adverse environmental conditions concerning the real property from any governmental agency . 5 . Affiant further certifies that this Affiant has read or heard read the facts of this affidavit and understands its contents . Affiant further states that Affiant is familiar with the nature of an oath ; and with the penalties as provided by the laws of the State aforesaid for falsely swearing to statements made in an instrument of this nature and that all statements made herein are true in substance and fact and are made for the purpose of inducing the sale of the above described premises to the aforementioned purchaser. 6 . That the use of the terms "they " and "them " as used in every instance shall denote the singular and/or plural and the masculine and/or feminine , whenever and wherever the contact so requires or admits . PRESSLEY RANCH , INC. , a Florida cor MICHAEL H . PRA SLEY , P s ` ent (Corporate Seal SWORN TO and subscribed before me this / 5 day of December, 0 11 , by MICHAEL H. PRESSLEY , President of PRESSLEY RANCH , INC. , a Florida corporation , who is personally known to me or who has [ ] produced a drivers license as identification and who did take an oath . Notary Public CAROL K. WILCOX * wr MVCOA� 3 nut. K . WILCOX Printed Name : ` MISONHDpg72234•• ' EXPlRS : July Z0, 2013 Commission No . : DbndbdlfHu Notary public Undenwiters My Commission Expires : (Notary Seal ) SCHEDULE " A " Legal Description A PORTION OF THE FOLLOWING DESCRIBED PARCEL OF LAND AS RECORDED IN OFFICIAL RECORDS BOOK 821 , PAGE 1831 OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY , FLORIDA . THAT PORTION OF LOTS AA , BB AND CC IN UNSURVEYED TOWNSHIP, RANGE 36 EAST , OF THE FELLSMERE FARMS COMPANY ' S SUBDIVISION . " BEING DESCRIBED AS FOLLOWS ; THE NORTH 350 ACRES OF LOT AA, ACCORDING TO " PLAT OF FELLSMERE FARM COMPANY ' S R& SUBDIVISION OF LOTS C & D ; OF FELLSMERE FARMS COMPANY ' S SUBDIVISION OF UNSURVEYED TOWNSHIP 31 SOUTH OF RANGE 36 EAST IN ST. LUCIE COUNTY , STATE OF FLORIDA, SAID LOTS C & D BEING SHOWN UPON THE PLAT OF SAID SUBDIVISION DATED NOV. 18 , 1912 , AND RECORDED AMONG THE PUBLIC RECORDS OF SAID COUNTY , ON THE 9TH DAY OF DECEMBER A . D. 19129 IN PLAT BOOK 2 , ON PAGE 9, AS RECORDED IN PLAT BOOK 2 , PAGES 3 AND 49 OF THE PUBLIC RECORDS OF ST. LUCIE COUNTY , FLORIDA SAID LOT AA ALSO BEING DEPICTED ON THE UNRECORDED PLAT "PLAT NO. 5, INDIAN RIVER COUNTY , FLORIDA, TOWNSHIP 31 SOUTH, RANGE 36 EAST" AS FILED IN THE OFFICE OF THE CLERK OF COURTS, INDIAN RIVER COUNTY , FLORIDA, ALL ABOVE DESCRIBED LANDS NOW LYING IN INDIAN RIVER COUNTY , FLORIDA . THIS INSTRUMENT PREPARED BY : CHRISTOPHER H . MARINE , ESQ . Gould Cooksey Fennell , P . A . 979 Beachland Boulevard Vero Beach , FL 32963 (772 ) 231 - 1100 BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT ( OTHER) Executed in accordance with Contract for Sale and Purchase between Pressley Ranch , Inc . , ( " Seller") , and Indian River County ( " Purchaser") STATE OF FLORIDA COUNTY OF INDIAN RIVER Before me , the undersigned authority , personally appeared Michael H . Pressley, President of Pressley Ranch , Inc . , a Florida corporation , this 6th day of December, 2011 , who , first being duly sworn, depose and say : 1 . That the following are the record owners of the Property : Pressley Ranch , Inc . , a Florida corporation 2 . That the following is a list of every "person" (as defined in Section 1 . 01 ( 3 ) , Florida Statutes) holding 5 % or more of the beneficial interest in the Property : (List interests by entity . If more space is needed, attach separate sheet . ) Name Address Interest Gary L . Pressley Vero Beach , FL 46 . 63 % Michael H . Pressley Vero Beach , FL 46 . 63 % 3 . That to the best of the Affiant ' s knowledge , all persons who have a financial interest in the real estate transaction or who have received or will receive real estate commissions , attorney ' s or consultant ' s fees or any other fees or other benefits incident to the sale of the Property are : Name Address Reason For Payment Amount Gould Cooksey 970 Beachland Blvd . Seller legal counsel $ 309000 . 00 Fennell , P . A . Vero Beach , FL 32963 BKI , Inc . 325 Fifth Ave. , Ste . 204 Consulting Ecologists S30 ,000 . 00 Indiatlantic , FL 32903 4 . That , to the best of the Affiant ' s knowledge , the following is a true history of all financial transactions ( including any existing option or purchase agreement in favor of Affiant) concerning the Property which have taken place or will take place during the last five years prior to the conveyane of title to the record owners set forth in paragraph 1 : Name of Date Type of Amount of of Parties Involved Transaction Transaction None This Affidavit is given in compliance with the provisions of Sections 286 . 23 and 380 . 08 (2 ) , Florida Statutes . FURTHER AFFIANT SAYETH NOT . " FF N " r MICHAEL H . PRESSLEY6// SWORTO and subscribed before me this jday of December, 2011 , by Michael H . Pressley, [ who produced a driver ' s license as identification and took an oath before me . 4.1 � q Notary Public Printed Name : OAFi01A. K . O 's ' Commission No . : My Commission Expires : (Notary Seal ) F:�t� sCAROL !(. WILCOX .; r :*z Wf COMMISSION # DD ®=2234 �d* EXPIRES' July I0, 2CY4 f kid Bund Thru Notary Pubb Undoflovrdffs i A : Settlement Statement U . S . Department of Housing and Urban Development 000 OMB Approval No . 2502-0265 B. Type of Loan 1 .❑ FHA 2 . ❑ FmIIA 3 . W Conv. Unins . 6 . File Number 7 . Loan Number 8 . Mortgage Insurance Case Number 4 . ❑ VA 5 . ❑ Conv. Ins. 0040 . 0000011 C . NOTE : This form is furnished to give you a statement of actual settlement costs . Amounts paid to and by the settlement agent are shown . Items marked "(p . o . c.) " were paid outside the closing ; they are shown here for informational purposes and are not included in the totals . D . NAME OF BORROWER : Indian River County, a political subdivision of the State of Florida ADDRESS OF BORROWER : 1801 ; 7th Str�et , Vero Beach , FL 32960 - E . NAME UP SELLER : Pressley Ranch , Inc . ADDRESS OF SELLER : Post Office Box 690155 Vero Beach FL 32969 t( a iNAIVIL 01, LEADER : ADDRESS OF LENDER : G . PROPERTY Blue Cypress Road/ Tax Parcel I . D . # 31 -36-00 -00001 -0000 -00010/0 LOCATION : Fellsmere , FL 32948 : LAW OFFICES OF GOULD COOKSEY FENNELL , P. A . 979 BEACHLAND BLVD . , VERO BEACH , FL 32963 (772 ) 231 - 1100 PLACE OF SETTLEMENT: 979 BEACHLAND BLVD . . VERO BEACK FI . 32963 I . SETTLEMENT DATE : 12/ /2 11 J0 SUMMARY OP BORROWER ' S I RA_N 7C I ION K. SUMMARY OF SELLER ' S I RANSAC I ION 100 , GROSS AMOUNT DUE FROM BORROWER 400 . GROSS AMOUNT DUE TO SELLER 101 . Contract sales price 1 000 000 . 00 401 . Contract sales price 1100 000 . 00 102 , Personal property __ 402 . Personal property 103 . Settlement charges to borrower ( line 1400) _ 36, 400 . 00 403 . 104 . 404 . 105 . _ 405 . Adjustments for items paid by seller in advanceAdjustments for items paid by seller in advance 106 . Cit /town taxes to .-- -- - - - _._ . _, __ 406 . Cid/town taxes to 107 . County taxes _- to 407 . County taxes to 108 . Assessments to _ 408 . Assessments to _ 109 . to _ 409 . to _ 110 . to 4_1_0 . to HL to _ 411 . to 112 . to 412 . to 120. GROSS AMOUNT DUE FROM BORROWER ' 1 ,036 ,400 .00 420 , GROSS AMOUNT DUE TO SELLER 1 ,000 ,000. 00 200, AMOUNTS PAID BY OR IN BEHALF OF BORROWER 500 , REDUCTIONS IN AMOUNT DUE TO SELLER 201 . Deposit or earnest money _ _ 100 . 00 501 . Excess deposit (see instructions) 202 . Princi al amount of new loan ( s) __-_ __ 502 . Settlement charges to seller( line 1400)_ 74 650 . 88 203 . Existing loan ( s) taken subject to 503 . Existing loans taken subject to 204 . _ 504 . Payoff of first mortgage loan --------- -- 205 . 505 . Pa off of second mortgage loan 206 . Principal amount of new loan( s) _ _ 506 . 207 . __-_ 507 . 208 . 508 . ---- 209 . 509 . _ 209a - ___ 509a _ 209b509b _Adjustments for items unpaid y se er __ _ A justments for items unpaid y seller 210 . Cit /town taxes to 510 . Cit /town taxes to 211 . County taxes to 511 . County taxes to 212 . Assessments _ to 512 . Assessments to 213 . to _ 513 . to _ 214 . to 514 . to 215 . to____ 515 . to 216 . to __- 516 . to __- 217 , to 517 . to 218 . _- to _ 518 . to 219 . to 519 . to 220 , TOTAL AMOUNTS Al 100. 00 • T TA REDUCTIONS IN 74 ,650.88 BY OR IN BEHALF OF BORROWER AMOUNT DUE SELLER 300, CASH AT SETTLEMENT FROM/TO BORROWER 600 , CASH AT SETTLEMENT TO/FROM SELLER 301 , Gross amount due from borrower meGross amount due to seller ( line 420) 1 00000. 00 302 . Less amounts paid by/for borrower line 220 100 . 00 602 . Less reductions in amount due seller line 520 74 650 . 88 303 . CASH 50 From ❑ To BORROWER pop 190369300 .00 603 . CASH CZ1 To ❑ From SELLER jo� 9259349. 12 SCRIVENER' S NOTE : SELLER AND BUYER INTEND THAT THIS TRANSACTION SHALL CONSTITUTE A BARGAIN SALE PURSUANT TO APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE . THE PARTIES AGREE TO EXECUTE IRS FORM 8283 TO EVIDENCE THE BARGAIN SALE NATURE OF THE TRANSACTION. PAGE 1 0211)4 Display systems, Inc. (863) 763-5555 - Laser Generated HUD- 1 ( 3- 86) RESPA, HB 4305 .2 U . S . DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT PAGE 2 °SertTment ar es 700TOTAL SALES /BRQKEK'8. C9M , d Qnpric�-__ r % _ _ Paid From Paid From Division of Commission - (line_700 .-f follows : _ Borrower' s Seller' s 7Q 1 . __- to Funds At Funds At 702 . _ ��__. Settlement Settlement _ 7Q3 Commission paidat _S moment _ 704 . Commission aid at Settlement to The Conservation Fund 30 000 . 00 800 . Items Pavable In ConnectionWith 175an O l ___ Loan ()rigination Fee 802 . Loan Discount _ % to _ 803 Appraisal Fee __-______ to -- o - -- - --- - - - -- _ . - -- 84 10 - -- ----- - - - - ----- --- -- 806. % ortgage .lnsuranc�AppIication Fee to _897 -to--- --- - ---- -- - - -- - 808 ._ _ to8096 --- -- ---h --- - - -- 81-1 A-11 - - ------ tO - -- - - -- - --- - - _-._ to -- --- - - 8 U - - -- _ to - -- -- -8 IA� -t4 - 8l 5 . to 900 . Items Required ByTender r1lo Be Paid In Advance 90j , Interest- from 12/0/2011 to 1 / 1 /2012 cr /da_y 902 . - Mortgage Insurance Premium for months to 903 , Hazard Insurance Premium for years to _-- 4 _. ___ __ years to 905 , years to 1000 . Reserves DepositeU WRFTT�enTer 1001 , hazard - per month -_-- 1002 . Mortgage insurance "rm411th 1003�_City property taxes mon per month 1.0.04 _ County Property taxes __ _ per month._____ _ 1.005 . -Annu-at-as5essrnents mnnt _ per m - 100 ___ ____ _- --- month ---_-.per month 10072 m - nor - 10.08 . -- ---- months ---_ ..- -__-per month _ 1009 . 1100 . it a Char2es 1101 Settlemenor closing fee to 1 2 -Abstract or title search to Title Resources Guaranty Com 350 . 00 TI-03 . RtLe-examinatio 1104 Title_insurance binder to 1105 _- Document preparation to 1 W Notary fees to 1107 , Attorney ' s fees IQ ( includvs_abQve iren, s numbers 08: _ Title insurance to Title Resources Guaranty Company 51075 , 00 (int eve items-umber&- L09 Lender' s coverage & Risk Premium INS AMT: 1n,-Owne 's coverage , Risk Premium INS AMT_ 1 , 000, 000 . 00 _ HIOU -- - -- 11 to - ---- 1112 . _ to 1113 , to 1200 . Government Recordm2 and Iran'sre'FCharies 2 L,- Rec_ording_Fees Deed X27 ,0C LL- MorteaEe(s I , S - Mortga e(g s1 eleas s _ 27 . 00 1202 , ou - - Slate a stamps Dem 700 , 00 1204 . Record Cert . of Status Clerk of our•t 10 . 00 1205 . 27 . 0 170Ditrona ett ement Char2es 3 . 500 . 00 2 . Appraisal Review W Real Analysts , D .C . 24900 , 00 ppraisal to S . F. * P. O . C . * 4._Appraisal I Ipdatt to S . F. Holden , Inc . ___ __ 11800 , 00 305 Certificate of Good Standing to State of Florida Divisi n of Corporation 8 . 75 1306L20 I I Real Y-Collet 353 . 13 13 Consulting . oto i e ___ to BKI , Inc . 30 000. 00 1308 . Legal Fees to Gould Cooksey Fennell , _P. A_ __ 30 000 . 00 l 309 . to 1400 . Total Settlement Charges ( enter on lines 103 , Section J and 502 , SectionK) 36,400.00 74 ,650.88 ERTIFI ATI N D TE : 12/6 2011 1 have carefully reviewed the HUD - 1 Settlement Statement and to the best o . my knowledge and belief, i is a true and accurate s ent of receipts a disbur e ents made my a o or by n this transaction . I further certify that I have received a c of H I Set me t State t. India i e unty, olitic su d ion t Pre nth , c . Stat ida ' B Borrower By eller William K . DeBraal , De uty CountyAttorney Michael H . Pressley, President Borrower -. - Seller The HUp- Settlement Statemen hit ave , fYj ared is a true and accurate account of this transaction . I have caused the funds to be disbursed in accord- ance with tis statement. LAW OFFICES OF GOLILD COOKSEYFENNELL , PA . Stheta ntAgent 12/6/2011 Date InVAR It is a crime owingly make false statements to the 6mted Mates on this or any other similar form . Penalties upon conviction can include a me an imprisonment . For details see : i le 18 U . S . Code Section 1001 and Section 1010. 0040. 0000011 GOULD COOKSEY FENNELL , P. A. ALLISON B . BENTLEY, LL. M . L A T T O R N E Y S A T L A W WILLIAM N . KIRK, LL. M, DAVID M . CARTER * ® Ask Someone You Trust,,, CHRISTOPHER H . MARINE BRIAN J . CONNELLY JASON L. ODOM BYRON T. COOKSEY EUGENE J . O' NEILL ** • TODD W FENNELL. LLM. 979 BEACHLAND BOULEVARD ■ VERO BEACH , FLORIDA 32963 SANDRA G . RENNICK JONATHAN L PITZGERALD , CPA 772 . 231 . 1100 TELEPHONE ■ 772 . 231 . 2020 FAX JOHN R GOULD ( 1921 -1988) ANTHONY P CUETTLER, LLM . DARRELL FENNELL ( 1937-2004) TROY B . HAFNER LLM. * www. gouldcook ; ev. COM CUNT S . MALONE ( 1974- 2007) • fl_ BOARD CERTIFIED CIVIL TRIAL ** EL_ BOARD CERTIFIED * fl _ BOARD CERTIFIED WILLS , BUSINESS LITIGATION AND I RUSTS AND FS IA LS CONSTRUCTION LAW December 6 , 2011 William DeBraal , Esq . Deputy County Attorney Indian River County 1801 27th Street Vero Beach , Florida 32960 - 3328 Re * Pressley Ranch , Inc . to NAWCA Transaction Dear Mr. DeBraal : This firm has acted as legal counsel to the Seller in connection with the above referenced transaction . This closing opinion is furnished to the Purchaser in accordance with the Addendum to the Contract for Sale and Purchase governing the transaction, dated August 16 , 2011 (the "Addendum") . In rendering our opinion set forth herein , we have assumed the authenticity of all documents submitted to us as originals , the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies . We have also assumed the legal capacity for all purposes relevant hereto of all natural persons who have authorized or executed such documents , and , with respect to all parties to agreements or instruments relevant hereto that such parties had the requisite power and authority (corporate or otherwise ) to execute , deliver and perform such agreements or instruments , that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise) , executed and delivered by such parties and that such agreements or instruments are the valid , binding and enforceable obligations of such parties . As to questions of fact material to our opinion , we have relied upon the representations made in the Contract for Sale and Purchase and supporting closing Seller Affidavits . Based upon the foregoing , we are of the opinion that all Seller covenants , representations and warranties as contained in the Addendum (photocopy attached hereto as Exhibit "A") be and are true and correct as of the closing date of this transaction . Page 2 Thank you for your attention to the foregoing . Sincerely yours , Gould Coo F nnel P . A . By : Chris per H . Marine , Esq . CHM/ckw EXHIBIT "A " ADDENDUM to Contract for Sale and Purchase between PRESSLEY RANCH , INC . ( " Seller " ), and INDIAN RIVER COUNTY (" Purchaser ") (TRUSTEE ) A . At the same time that Seller submits the closing documents required by paragraph 9 of this Agreement, Seller shall also submit the following to Purchaser : 1 . Copies of all trust agreements and all amendments , 2 . Copies of limited partnership agreements and other limited partnership documents reasonably requested by Purchaser, 3 . All certificates, affidavits , resolutions or other documents as may be required by Purchaser or the title insurer, which authorize the sale of the Property to Purchaser in accordance with the terms of this Agreement and evidence Seller' s authority to execute this Agreement and all other documents required by this Agreement, and 4 . Copy of proposed opinion of counsel as required by paragraph B . below . B . As a material inducement to Purchaser entering into this Agreement and to consummate the transaction contemplated herein , Seller covenants, represents and warrants to Purchaser as follows : 1 . Seller' s execution of this Agreement and the performance by Seller of the various terms and conditions hereof, including, without limitation , the execution of all agreements , notices and other documents hereunder, have been duly authorized by the requisite trust authority 2 . This Agreement, when executed and delivered , will be valid and legally binding upon Seller and enforceable in accordance with its terms and neither the execution of this Agreement and the other instruments to be executed hereunder by Seller, nor the performance by it of the various terms and conditions hereto will violate the terms of the trust agreement or any amendments thereto . At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants, representations and warranties contained above in this paragraph B . are true and correct as of the closing date . In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by beneficiaries , partners , officers, officials and other counsel of Seller, and upon such other documents and data as such beneficiaries , partners , officers , officials and counsel may deem appropriate . 2 / 1 / 06 Page 11