HomeMy WebLinkAbout2010-268 13 • A .
AGREEMENT TO PURCHASE AND SELL REAL ESTATE
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ( "Agreement" )
is made and entered into as of the 19th day of October , 2010 by and
between Indian River County , a political subdivision of the State of Florida 1801 27th
Street , Vero Beach , FL 32960 ( " County" ) , and Vero Estates , LLC , 1111 Kane
Concourse , Suite 401 F Bay Harbor Islands , FL 33154 ( " Seller" ) , who agrees as follows :
1 . Agreement to Purchase and Sell and Grant The Seller hereby agrees to sell to
the County , and the County hereby agrees to purchase from Seller, upon the terms and
conditions set forth in this Agreement , a parcel of real property located at the northeast
corner of County Road 510 and 66th Avenue , Indian River County and more specifically
described in Exhibit "A" attached and incorporated by reference herein . Parcel 213
( Exhibit "A" ) contains approximately 30 , 149 square feet or 0 . 69 acres , and shall be used
as right-of-way for the County' s CR 510 Improvement Project . Seller further agrees to
grant to the County a perpetual , non - exclusive easement for access and drainage over
Parcel 500 described in Exhibit " B " attached hereto containing approximately 3 acres
located at the northeast corner of County Road 510 and 66th Avenue , Indian River
County to be used as a joint stormwater retention pond for the County' s 66th Avenue
improvement project and Seller' s remainder parcel . Seller' s remainder parcel is defined
as the real property owned by Seller at the northeast corner of County Road 510 and
66th Avenue , Indian River County less Exhibits "A" and " B " and referred herein as
" Remainder Parcel " . Parcels 213 and 500 shall collectively be referred to as " Property" •
2 . Purchase Price , Effective Date . The purchase price (the " Purchase Price " ) for
the Property ( Parcels 213 and 500 ) shall be Two Hundred Forty Thousand Dollars
( $ 240 , 000 . 00 ) . The Purchase Price shall be paid on the Closing Date . The Purchase
Price is inclusive of all expert witness fees , costs and attorney' s fees incurred by Seller.
The Effective Date of this Agreement shall be the date upon which the County shall
have approved the execution of this Agreement , by approval by the Indian River County
Board of County Commissioners at a formal meeting of such Board .
3 . Title to Parcel 213 . Seller shall convey marketable title to Parcel 213 by warranty
deed free of claims , liens , easements and encumbrances of record or known to Seller;
but subject to property taxes for the year of Closing and subject to covenants ,
restrictions and public utility easements of record provided ( a ) there exists at Closing no
violation of any of the foregoing ; and ( b ) none of the foregoing prevents County' s
intended use and development of Parcel 213 .
3 . 1 County may order an Ownership and Encumbrance Report with respect to
Parcel 213 . County shall , within thirty ( 30 ) days from receipt of the Ownership
and Encumbrance Report , deliver written notice to Seller of title defects . Title
shall be deemed acceptable to County if ( a ) County fails to deliver notice of
defects within the time specified , or ( b ) County delivers notice and Seller cures
the defects within thirty ( 30 ) days from receipt of notice from County of title
defects ( " Curative Period " ) . In no event will Seller be required to spend more
than three ( 3 % ) percent of the Purchase Price or file suit to cure title defect , but
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Seller shall use best efforts to cure the defects within the Curative Period and if
the title defects are not cured within the Curative Period , County shall have thirty
( 30 ) days from the end of the Curative Period to elect , by written notice to Seller,
to : ( i ) to terminate this Agreement , whereupon the agreement shall be of no
further force and effect , or ( ii ) extend the Curative Period for up to an additional
90 days ; or ( iii ) accept title subject to existing defects and proceed to closing .
4 . Title to Parcel 500
Seller shall convey a perpetual non - exclusive easement for access and drainage
over Parcel 500 free of claims , liens , easements and encumbrances of record or known
to Seller; but subject to property taxes for the year of Closing for use as a joint
stormwater retention pond for the County' s 66th Avenue improvement project and
Seller' s Remainder Parcel and subject to covenants , restrictions and public utility
easements of record provided ( a ) there exists at Closing no violation of any of the
foregoing ; and ( b ) none of the foregoing prevents County ' s intended use and
development of the Parcel 500 .
4 . 1 County may order an Ownership and Encumbrance Report with respect to
Parcel 500 . County shall , within thirty ( 30 ) days from receipt of the Ownership
and Encumbrance Report , deliver written notice to Seller of title defects . Title
shall be deemed acceptable to County if ( a ) County fails to deliver notice of
defects within the time specified , or ( b ) County delivers notice and Seller cures
the defects within thirty ( 30 ) days from receipt of notice from County of title
defects ( " Curative Period " ) . In no event will Seller be required to spend more
than three ( 3 % ) percent of the Purchase Price or file suit to cure title defects , but
Seller shall use best efforts to cure the defects within the Curative Period and if
the title defects are not cured within the Curative Period , County shall have thirty
( 30 ) days from the end of the Curative Period to elect , by written notice to Seller,
to : ( i ) to terminate this Agreement , whereupon shall be of no further force and
effect , or ( ii ) extend the Curative Period for up to an additional 90 days ; or ( iii )
accept title subject to existing defects and proceed to closing .
5 . Representations of the Seller.
5 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property ,
and is the sole owner of and has good right , title and authority to convey and
transfer the Property , which is the subject matter of this Agreement , free and
clear of all liens and encumbrances .
5 . 2 From and after the Effective Date of this Agreement , Seller shall take no
action which would impair or otherwise affect title to any portion of the Property ,
and shall record no documents in the Public Records which would affect title to
the Property , without the prior written consent of the County .
5 . 3 There are no existing or pending special assessments affecting the
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Property , which are or may be assessed by any governmental authority , water or
sewer authority , school district , drainage district or any other special taxing
district .
6 . Default ,
6 . 1 In the event of a default by the Seller, the County shall be entitled , as its
sole remedy hereunder, to terminate this Agreement . Neither the County nor any
other person or party shall have any claim for specific performance , damages or
otherwise against the Seller .
6 . 2 In the event of a default by the County , the Seller shall be entitled , as its
sole remedy hereunder, to terminate this Agreement . Neither the Seller nor any
other person or party shall have any claim for specific performance , damages or
otherwise against the County .
7 , Closing .
7 . 1 The closing of the transaction contemplated herein ( " Closing " and " Closing
Date " ) shall take place within 45 days following the Effective Date of this
Agreement . The parties agree that the Closing shall be as follows :
( a ) The Seller shall execute and deliver to the County a warranty deed
conveying marketable title to Parcel 213 , and execute and deliver to the
County the described easement to Parcel 500 free and clear of all liens
and encumbrances and in the condition required by paragraph 3 .
( b ) The Seller shall have removed all of its personal property and
equipment from the Property and Seller shall deliver possession of
Parcels 213 and 500 to County vacant and in the same or better condition
that existed at the Effective Date hereof .
( c ) If Seller is obligated to discharge any encumbrances at or prior to
Closing and fails to do so , County may use a portion of Purchase Price
funds to satisfy the encumbrances .
( d ) The Seller shall deliver to the County an affidavit , in form
acceptable to the County , certifying that the Seller is not a non - resident
alien or foreign entity , such that the Seller and such interest holders are
not subject to tax under the Foreign Investment and Real Property Tax Act
of 1980 .
( e ) The Seller and the County shall each deliver to the other such other
documents or instruments as may reasonably be required to Close this
transaction .
8 . Prorations . All taxes and special assessments which are a lien upon the property
on or prior to the Closing Date ( except current taxes which are not yet due and payable )
shall be paid by the Seller. If the Closing Date occurs during the time interval
commencing on November 2 and ending on December 31 , Seller shall pay all current
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real estate taxes and special assessments levied against the Property , prorated based
on the "due date " of such taxes established by the taxing authority having jurisdiction
over the Property . If the Closing Date occurs between January 1 and November 1 , the
Seller shall , in accordance with Florida Statutes Section 196 . 295 , pay an amount equal
to the current real estate taxes and assessments , prorated to the Closing Date .
9 . Miscellaneous .
9 . 1 Controlling Law . This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida . Venue shall be in Indian River
County for all state court matters , and in the Southern District of Florida for all
federal court matters .
9 . 2 Conveyance in Lieu of Eminent Domain . It is understood by the parties
that this contract is entered by seller under the threat and in lieu of
condemnation .
9 . 3 Entire Agreement . This Agreement constitutes the entire agreement
between the parties with respect to this transaction and supersedes all prior
agreements , written or oral , between the Seller and the County relating to the
subject matter hereof. Any modification or amendment to this Agreement shall
be effective only if in writing and executed by each of the parties .
9 . 4 Assignment and Binding Effect . Neither County nor Seller may assign its
rights and obligations under this Agreement without the prior written consent of
the other party . The terms hereof shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and assigns .
9 . 5 Notices . Any notice shall be deemed duly served if personally served
or if mailed by certified mail , return receipt requested , or if sent via "overnight"
courier service or facsimile transmission , as follows :
If to Seller: Vero Estates , LLC
1111 Kane Concourse , Suite 401 F
Bay Harbor Islands , FL 33154
If to County : Indian River County
1801 27th Street
Vero Beach , FL 32960
Attn : Public Works Director
Either party may change the information above by giving written notice of such
change as provided in this paragraph .
9 . 6 Survival and Benefit . Except as otherwise expressly provided herein ,
each agreement , representation or warranty made in this Agreement by or on
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behalf of either party , or in any instruments delivered pursuant hereto or in
connection herewith , shall survive the Closing Date and the consummation of the
transaction provided for herein . The covenants , agreements and undertakings of
each of the parties hereto are made solely for the benefit of, and may be relied
on only by the other party hereto , its successors and assigns , and are not made
for the benefit of, nor may they be relied upon , by any other person whatsoever.
9 . 7 Attornev ' s Fees and Costs . In any claim or controversy arising out of or
relating to this Agreement , each party shall bear its own attorney' s fees , costs
and expenses .
9 . 8 . Counterparts . This Agreement may be executed in two or more
counterparts , each one of which shall constitute an original .
9 . 9 . County Approval Required : This Agreement is subject to approval by the
Indian River County Board of County Commissioners as set forth in paragraph 2 .
9 . 10 , Beneficial Interest Disclosure : In the event Seller is a partnership , limited
partnership , corporation , trust , or any form of representative capacity whatsoever
for others , Seller shall provide a fully completed , executed , and sworn beneficial
interest disclosure statement in the form attached to this Agreement as an exhibit
that complies with all of the provisions of Florida Statutes Section 286 . 23 prior to
approval of this Agreement by the County . However , pursuant to Florida
Statutes Section 286 . 23 ( 3 ) ( a ) , the beneficial interest in any entity registered with
the Federal Securities and Exchange Commission , or registered pursuant to
Chapter 517 , Florida Statutes , whose interest is for sale to the general public , is
exempt from disclosure ; and where the Seller is a non - public entity , that Seller is
not required to disclose persons or entities holding less than five ( 5 % ) percent of
the beneficial interest in Seller.
9 . 11 Seller shall have the option to design a joint stormwater retention pond
that meets the stormwater needs of both the Seller and the County . The joint
stormwater retention pond shall be designed to have no adverse impacts to the
County' s 66th Avenue Project drainage . The County shall have the right to
review and approve of the design of any joint stormwater retention pond . Any
expansion of the joint stormwater retention pond shall be at the Seller' s sole
expense . The County and Seller shall grant each other any easements needed
to obtain positive outfall and water treatment .
9 . 12 Seller shall have the option to relocate any joint stormwater retention pond
to another site or sites on the Parent Parcel as graphically portrayed in Exhibit
" B " so long as there are no adverse impacts on drainage from 66th Avenue
Project . Should Seller relocate any pond , the parties shall execute an exchange
of properties agreement pursuant to § 125 . 37 Fla . Stat . ( 2008 ) . The County shall
have the right to review and approve of the design of any pond relocation . Any
relocation of any joint stormwater retention pond shall be at the Seller' s sole
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expense . The County and Seller shall grant each other any easements needed
to obtain positive outfall and water treatment in the new pond ( s ) . Seller shall
take over maintenance of the relocated pond ( s ) . Drainage from the 66th Avenue
Project shall not be adversely affected .
9 . 13 In the event that the Parent Parcel returns to or remains at its current
zoning of RM -6 , Multi Family Residential up to 6 units per acre , and Seller
desires to relocate the pond on the Parent Parcel , Seller and County shall
conduct good faith negotiations in order to execute an exchange of property
agreement pursuant to § 125 . 37 Fla . Stat . ( 2008 ) so that the Seller will provide for
the grant of a drainage easement to County and County conveying fee simple
interest in the pond site to Seller with Seller taking over maintenance of the
relocated pond . Drainage from the 66th Avenue Project shall not be adversely
affected . Any relocation of the retention pond shall be at the Seller' s sole
expense . The County and Seller shall grant each other any easements needed
to obtain positive outfall and water treatment in the new pond ( s ) .
9 . 14 Any fill dug from any joint stormwater retention pond shall be placed on
the Parent Parcel and retained by Seller. At the time the County commences its
66th Avenue Improvement Project in the area adjacent to the western border of
the Property , the County shall be responsible for construction of the pond and
placement of the fill on Seller' s property however Seller shall be responsible for
providing the County with a topographical survey of the Parent Parcel that
identifies the Seller' s uplands appropriate for placement of the fill . Seller shall
grant County a temporary construction easement as needed without
compensation for placement of fill on the Remainder Parcel .
9 . 15 Seller agrees to grant County any needed easements to the pond for
access or maintenance .
9 . 16 To the extent allowed by law , County agrees to indemnify and hold
harmless and indemnify Seller from any liability which may arise from the
County ' s use of the stormwater pond .
9 . 17 At Seller' s sole discretion , Seller may elect to deed fee simple , to County
the portion of Parcel 500 necessary to reduce Seller' s fee simple ownership to
less than ten ( 10 ) acres . If Seller so elects , County shall grant Seller a drainage
and access easement over the portion of Parcel 500 conveyed to County . Seller
shall bear all costs related to the described fee simple conveyance and
easement .
10 . Design , Permitting and Construction of Joint Stormwater Retention Pond by
County
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If County elects to design , permit and construct a joint stormwater retention pond
prior to Seller electing to design , permit and construct a retention pond for Seller' s sole
use , the following terms and conditions shall apply :
10 . 1 County , at its sole expense , shall design , permit and construct a joint
retention pond on Parcel 500 subject to Seller' s review and reasonable approval
of the joint stormwater retention pond design . The County and Seller shall grant
each other any easements needed to obtain positive outfall and water treatment .
10 . 2 County shall reasonably maintain the joint stormwater retention pond .
10 . 3 The permit secured by the County shall provide for the fill dirt excavated
from the joint stormwater retention pond to first be used to fill in the . 30 acre
portion of the existing pond contiguous to the west line of Parcel 500 and for all
other fill dirt dug from the joint stormwater retention pond to be placed on the
Remainder Parcel by the County and retained by Seller . However , Seller shall
be responsible for providing the County with a topographical survey of the Parent
Parcel that identifies the Seller' s uplands appropriate for placement of the fill .
Seller shall grant County a temporary construction easement as needed without
compensation for placement of fill on the Remainder Parcel .
10 . 4 Seller agrees to grant County any easements to the joint stormwater
retention pond needed for access or maintenance .
10 . 5 To the extent allowed by law , County agrees to indemnify and hold
harmless and indemnify Seller from any liability which may arise from the
County' s use of the joint stormwater retention pond .
11 . Design , Permitting and Construction of Stormwater Retention Pond by Seller for
Seller' s Sole Use
Seller retains the right , at its sole expense , to design , permit and construct a
retention pond for its temporary sole use on a portion of Parcel 500 subject to County' s
reasonable approval of the pond design . Seller shall maintain the retention pond for its
temporary sole use until such time as the County designs , permits and constructs the
joint stormwater retention pond pursuant to paragraph 10 above .
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o IN WITNESS WHEREOF , the undersigned have executed this Agreement as of
the date first set forth above .
SELLE a BOARD OF COUNTY COMMISSIONERS
VERO �� aP�t INDIAN RIVER COUNTY , FLORIDA
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By : 6)9B
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aD to Signed : October 22 , 2010
Date Signed : o
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Clerk
ATTEST : J . K . Barton , C
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Approved as to form and
Legal Sufficiency :
By :
illiam K . DeSraaI
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ALL THAT CERTAIN PIECE. PARCEL OR TRACT OF LANG SITUATE, LYING AND BEING A PORTION
OF SECTION 29, TOWIJSHIP31 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA; SAID
LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO WIT
COMMENCING FOR REFERENCE AT THE SOUTHWEST CORNER OF SAID SECTION 29;
STANCE EARINGOF FEET TO A POINWEST, ALONG THE WEST UNE OF SAID SECTION 29 , A
THENCE, LEAVING SAID %FST UNE. BEARING NORTH 8910154' EAST, A DISTANCE OF 50.00
FEET TO A POINT ON THE EXISTING RIGHT OF WAY UNE OF 66TH AVENUE AND THE POINT AND
PLACE OF BEGINNING OF THE HEREIN DESCRIBED PARCEL;
THENCEBEARING NORTH OF FEET TO449 '03 NTEST, ALONG SAID EXIS71NO RIGHT OF WAY UNE, A
DISTATHENCE, LEAVING SAID EXISTING RIGHT OF WAY LINE, BEARING SOUTH 44756155" EAST, A
DISTANCE OF 5145 FEET TO A POINT
SAID POINT BEING THE BEGINNING OF 'A NON TANGENT -CURVE CONCAVE NORTHERLY, HAVING A
RADIUS OF 2.420.00 FEET, A -CENTRAL ANGLE OF 0416'42 % A CHORD- LENGTH OF 180. 66 FEET
BEARING - NORTH 8817'29" EAST;
THENCE, EASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 180.7b FEET TO A POINT;
SAID POINT BEING THE BEGINNING OF A REVERSE. CURVE CONCA\rr SOUTHERLY, HAVING A
RADIUS OF 2.580:00 FrET, A CENTRAL ANGLE OF 03-12'04', A CHORD LENGTH OF 144.13 FEET
BEARING NORTH 67'4511 EAST;
THENCE, EASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 144.15 FEET TO A POINT;
THENCE, BEARING SOUTH 74'57'29' EAST, A DISTANCE OF 57.67 FEET TO A POINT;
THENCE, BEARING SOUTH 89 '31643" EAST, A DISTANCE OF 357,52 FEET TO .A POINT;
'THENCE, BEARING -SOUTH OD'00'00" EAST, A DISTANCE OF 50. 00, FEET TO A POINT ON THE
EXISTING RIGHT OF WAY UNE OF COUNTY ROAD 510;
THENCE, BEARING NORTH 69 '31143" WEST, ALONG SAID EXISTING RIGHT OF WAY LINE, A
DISTANCE OF 369. 85 FEET TO A POINT;
THENCE, BEARING NORTH 00 '00'00" EAST, ALONG SAID EXISTING RIGHT OF WAY UNE, A
DISTANCE OF 30.00 FEET TO A POINT;
THENCE, BEARING NORTH 890314434 WEST, ALONG SAID. EXIS71NG RIGHT OF WAY LINE, A
E DISTANCE OF 407. 69 FEET TO THE POINT OF BEGINNING.
P THE ABOVE DESCRIBED PREMISES CONTAJ14 AN AREA OF 30, 149 SOUARE FEET OR 0.69 ACRES,
MORE OR LESS. SUBJECT TO ALL, EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED
�F WITHIN THE CHAIN, OF TITLE,
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g 1 ) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY.
2) THE BEARING BASE' FOR THIS SURW!EY, IS THE SOUTH UNE OF S,W, 1 %4 OF SECTION 29, SAID
LINE BEARS NORTH 89631043" WEST,
3) THE SCALE OF THIS ORAWING MAY HAVE . BEEN DISTORTED DURING REPRODUCTION PROCESSES.
y 4) THIS LEGAL DESCRIPTION AND SKETCH IS BASED bN THE PRELIMINARY RIGHT OF WAY MAP FOR
8 COUNTY ROAD 510 (WASASSO ROAD), PREPARED BY BURDETTE AND ASSOCIATES, DATED AUGUST
2007. AS DIRECTED BY WOIAN RIVER COUNTY, FLORIDA.
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" j DISCLOSURE OF BENEFICIAL INTEREST
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Florida Statute Section 286 . 23
STATE OF FLORIDA
MIAMI - DADE COUNTY
BEFORE ME , the undersigned authority, duly authorized to administer oaths , this day personally
appeared the undersigned affiant , who , being by me first sworn on oath , deposes and says :
1 . Affiant is the President of VERO ESTATES I , LLC , a Florida limited liability company which is the
managing member of VERO ESTATES , LLC , a Florida limited liability company ( " Company' ) .
2 . The Company is the fee simple owner of the property located in Indian River County, Florida , and
legally described on Exhibits "A" and " B " attached to the Agreement to Purchase and Sell Real
Estate , and by this reference made a part hereof ( " Property" ) .
3 . Affiant , as President of VERO ESTATES I , LLC , which is the managing member of Company ,
intends to convey Property to Indian River County, a political subdivision of the State of Florida .
4 . The names and addresses of the members/ persons holding a beneficial interest in the Property ,
and respective shares held by same as of today are as follows :
Name Address Respective Shares
Vero 510 , LLC 272 E . Flagler Street 50 %
Miami , FL 33131
Name and Address Ownership
Emilio Suaya 20%
272 E . Flagler Street
Miami , FL 33131
David Waxman 20 %
3154 NE 212 Terr
Aventura, FL 33180
Elias Jaffif 40 %
241 E . Flagler Street
Miami , FL 33131
Daniel Btesh 20 %
20883 NE 32 Av
Aventura , FL 33180
Vero Estates I , LLC 1111 Kane Concourse-Suite 401 50 %
Bay Harbor Islands , FL 33154
Name and Address Ownership
Alan Sakowitz 31 . 25 %
1111 Kane Concourse, Suite 401
Bay Harbor Islands , FL 33154
Maurice Egozi 31 . 25 %
1111 Kane Concourse , Suite 401
Bay Harbor Islands , FL 33154
Commercial Pointe Realty, Inc . 12 . 5 %
11 l 1 Kane Concourse, Suite 401
Bay Harbor Islands, FL 33154
Alan and Leah Sakowitz, tenants by entireties 50 %
' a
e
FBay
Concourse, Suite 401
b r Islands, FL 33154
gozi 50 %
Concourse, Suite 401
ayaror Islands, FL 33154
Ira Gross 18 . 75 %
3203 Nerak Road
Baltimore , MD 21208
Warao 6 . 25 %
1111 Kane Concourse, Suite 401
Bay Harbor Islands , FL 33154
Jan Hendrickx 25 %
177 Ocean Lane
Key Biscayne, FL 33149
Rita Salence 25 %
177 Ocean Lane
Key Biscayne, FL 33149
Steven Hendrickx 25 %
177 Ocean Lane
Key Biscayne, FL 33149
Vicent Hendrickx 25 %
177 Ocean Lane
Key Biscayne, FL 33149
5 . The above disclosure is made to the Chairman of the Indian River County Board of County
Commissioners , as required under Section 286 . 23 , Florida Statutes .
6 . Affiant has made the disclosure contained herein under oath subject to and with full knowledge of
the penalties prescribed for perjury under the laws of the State of Florida .
FURTHER AFFIANT SAYETH NAUGHT .
VERO ESTATES , LLC , a Florida limited
liability company
By : VEROEST S I , L C , a Florida limited
liability mpany, M NAGING MEMBER
Date O � VJVI � ' � By . Alan ko z , President
I HEREBY CERTIFY' -that the foregoing instrument was subscribed and sworn and to before me
this l day of 6- ) , 2010 , by Alan Sakowitz , the President of VERO
ESTATES I , LLC , which is the Managing Member of VERO ESTATES , LLC , a Florida limited liability
company , who executed same on behalf of said entity . He is personally known to me or produced the
following identification :
NOTARY PLBLIC•STATEOFFLOEIDA Notary Public :
. . .0000 Hannah Handier Hostyk
Prir� Commission # EE026848 Sign
� C '1 �iExpiration :
JOF:DED TISRU ATLA.�TIC B0.
i
210_'482
THIS DOCUMENT HAS R:3 - EN
RECORDED IN THE Pl E;- IC R4= :-; ORDS
OF INDIAN RIVER COLINTY FL
This instrument was prepared incident to BK: 2458 PG : 824 , Page 11 of 3
the issuance o a title insurance contract, $ / 1 G/2010 at 03 : 15 PM , a � DOCT ��„�; FT)
.f $n 70
and is to he returned to:
, IEFI= REY K BARTON , C; 1.. = RI< OI : CC) URT
Jason A . Beal
Atlantic Coastal Land Title Company , LLC
3850 20" Street, Suite 4
Vero Beach , Florida 32960
ACTC File Number : 40078218
Parcel ID Number : 31 - 39 - 29 - 00000 -5000 - 00080 . 0
GENERAL WA�IZANTY DEED
This deed , made as of this 9_1711 day of November , 2010 , by Vero Estates LLC , a Florida limited
liability company (as Grantor) ; and Indian River County , a political subdivision of the State of
Florida , whose post office address is : 1801 27th St, Vero Beach , .FL 32960 (as Grantee) ;
( Wherever used herein, the terms "grantor ” and "grantee " shall include singular and plural, hens, legal representatives, and
assigns of individuals, and the successors and assigns of corporations, partnerships or other entities; Wherever the context
so admits or requires. )
WITNESSETH :
That the grantor, for and in consideration of the sum of $ 10 . 00 in hand paid by grantee, the receipt whereof is hereby
acknowledged, does hereby grant, bargain , sell , alien , remise , release , convey and confirm unto the grantee forever, all
the right, title , interest, claim and demand which the said grantor has in and to the following described parcel of land ,
to wit:
All that certain piece, parcel or Tract of land situate , lying, and being a portion
of Section 29, Township 31. South , Range 39 East, Indian River County , Florida ;
said lands being more particularly described as follows , to wit :
Commencing for reference at the Southwest corner of said Section 29 ; thence
bearing North 00 ° 49 ' 06 " West , along the West line of said Section 29 , a
distance of 68 . 89 feet to a point ; thence leaving said West line , bearing North
89 ° 10 ' 54 " East, a distance of 50 .00 feet to a point on the existing right - of- way
line of 66th Avenue and the point and place of beginning of the herein described
parcel ; thence bearing North 00 ° 49 ' 06 " West, along said existing right- of- way
line, a distance of 61 . 14 feet to a point ; thence , leaving said existing right- of- way
line , bearing South 44 ° 56 ' 55 " East, a distance of 57 . 45 feet to a point ; said
point being the beginning of a non tangent curve concave Northerly , having a
radius of 2 ,420 . 00 feet, a central angle of 04 ° 16 ' 42 " , a chord length of 180 . 66
feet bearing North 88 ° 17 ' 29 " East ; thence, Easterly along the arc of said curve,
a distance of 1. 80 .70 feet to a point ; said point being the beginning of a reverse
ATLANTIC COASTAL LAND TITLE COMPANY , LLC
A Full Service , Florida Title Insurance Agency
S b
curve concave Southerly , having a radius of 2 ,580 .00 feet ; a central angle of 03 °
12 ' 04 " , a chord length of 144 . 1. 3 feet bearing North 87 ° 45 ' 11 " East ; thence,
Easterly along the arc of said curve , a distance of 144 . 15 feet to a point ; thence,
bearing South 74 ° 57 ' 29 " East, a distance of 57 . 67 feet to a point ; thence ,
bearing South 89 ° 31 ' 43 " East, a distance of 357 .52 feet to a point ; thence ,
bearing South 00 ° 00 ' 00 " East, a distance of 50 .00 feet to a point on the existing
right- of- way line of County Road 51. 0 ; thence, bearing North 89 ° 31 ' 43 " West,
along said existing right- of- way line, a distance of 369 . 85 feet to a point ; thence,
bearing North 00 ° 00 ' 00 " East, along said existing right-of- way line , a distance
of 30 . 00 feet to a points thence , bearing North 89 ° 31 ' 43 " West, along said
existing right -of- way line , a distance of 407 . 69 feet to the Point of Beginning .
TOGETHER WITH a perpetual non -exclusive easement for access and
drainage over the following described lands , to wit ,
A portion of land lying in the Southwest 1/4 of Section 29 , Township 31 South ,
Range 39 East, Indian River County, Florida, being more particularly described
as follows .
Commencing at the Southwest corner of the Southwest 1/4 of said Section 29 ;
thence run along the West line of said Section 29 , North 00 ° 48 ' 50 " West ,
674 . 90 feet to the Northwest corner of the Southwest 1/4 of the Southwest 1/4 of
the Southwest 1/4 of said Section 29 ; thence leaving said West line of Section 29 ,
run along the North line of the Southwest 1/4 of the Southwest 1/4 of the
Southwest 1/4 of said Section 29, South 89 ° 29 ' 5 .1 " East, 50 .01. feet to a point on
the East right- of- way line of 66th Avenue, (Schuman Drive) , said Point also
being the Point of Beginning . ; thence continue along the said North line of the
Southwest 1/4 of the Southwest 1 /4 of the Southwest 1/4 of said Section 29 ,
South 89 ° 29 ' 51 " East, 617 . 58 feet ; thence run South 00 ° 49 ' 30 " East , 278 .52
feet ; thence run South 890 31 ' 36 " East, 335 . 14 feet ; thence run South 00 ° 32 '
40 " East, 218 . 00 feet ; thence run North 890 31 ' 36 " West, 173 . 82 feet ; thence
run North 00 ° 32 ' 40 " West , 23 .02 feet ; thence run North 51 ° 01 ' 51 " West,
273 .74 feet ; thence run North 00 ° 49 ' 30 " West , 160 . 13 feet ; thence run North
89 ° 49 ' 29 " West, 357 .50 feet ; thence run North 00 ° 48 ' 50 " West, 125 .01 feet ;
thence run North 89 ° 29 ' 51 " West, 210.06 feet to a point on the said East right-
of- way line of 66th Avenue , (Schuman Drive) ; thence run North 00 ° 48 ' 50 "
West, 20 . 01 feet to the Point of Beginning .
TOGETHER with all the tenements , hereditaments and appurtenances thereto belonging or in anywise appertaining .
TO HAVE AND TO HOLD the same in fee simple forever.
AND grantor hereby covenants with grantee that grantor is lawfully seized of said land in fee simple; that grantor has
good right and lawful authority to sell and convey said land ; that grantor hereby fully warrants the title to said land and
will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances ,
except taxes for the year in which this deed is given ; and restrictions , reservations, limitations, covenants, conditions and
ATLANTIC COASTAL LAND TITLE COMPANY , LLC
A Full Service , Florida Title Insurance Agency
easements of record , if any ; insofar as same are valid and enforceable ( however, this clause shall not be construed to
reimpose same) .
Excepting special and general real property taxes , easements and other survey matters .
Pursuant to Rttle 12B -4. 013 (4), F. A . C, this deed is given to a governmental entity under threat of
condemnation or as a part of an out- of- cottrt settlement of condemnation proceedings and is not
subject to tax.
IN WITNESS WHEREOF, the said grantor has signed and sealed these presents the day and year first above written .
Signed, seated and delivered in the presence oj:' Vero Estates LLC . , a Florida limited
liability company
Witness 1 :
By : Vero Estates I , LLC , a Florida limi ed
Print Name : M h" liabili co pany , ' Man Memb r
' tai' ss � •
Alan itz , President
Print Name : ChiA, AlAho�% Address :
1111 Kane Concourse Suite 401F
Bay Harbor Islands , FL 33154
State of Florida
County of M IAM
The foregoing instrument was acknowledged before me the date hereinafter given , by Alan
Sakowitz ; who was/were either personally known to me ; or produced identification of sufficient
character so as to identify said individual ( s ) with reasonable certainty ; and who did/did not take an
oath .
Witness my hand and official seal in the County and State last aforesaid , this A day of November,
2010s
\ ;)TARY PUBLIC •STATE OF FLORIDA
•"" Hannah Handler Hostyk
. Commission # EE026848 404
�•.,, .� Expires : SEP. 19, 2014
BONDED MU AnXNTlc BONDING CO., INC.
Notary Public
ATLANTIC COASTAL LAND TITLE COMPANY , LLC
A Full Service , Florida Title Insurance Agency
Owner's Policy
American Land Title Association Owner' s Policy 10- 17 -92
with Florida modifications
Policy Number S ® C = 08088939
File Number: 40078218
SUBJECT TO THE EXCLUSIONS FROM COVERAGE , THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS ,
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation , herein called the
Company , insures , as of Date of Policy shown in Schedule A , against loss or damage , not exceeding the Amount of Insurance stated
in Schedule A ,
sustained or incurred by the insured by reason of :
1 . Title to the estate or interest described in Schedule A being vested other than as stated therein ,-
2 .
herein ;2 . Any defect in or lien or encumbrance on the title ,
1 Unmarketability of the title ,
4 . Lack of a right of access to and from the land .
The Company will also pay the costs , attorneys ' fees and expenses incurred in defense of the title , as
insured , but only to the extent provided in the Conditions and Stipulations .
IN WITNESS WHEREOF , the said Old Republic National Title Insurance Company has caused its
corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A , the policy to
be valid when
countersigned by an authorized officer or agent of the Company .
Issued through the Office of. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Policy Issuer: A Stock Company
ATLANTIC COASTAL LAND TITLE COMPANY, LLC 400 Second Avenue South, Minneapolis, Minnesota 55401
3850 20TH STREET, STE 4
VERO BEACH , FL 32960 (612) 371 - 7111
PHONE : 772 -569-4364
By President
Au , razed Signatory
ORT Form 331 - ACI A Owner ' s Policy 10- 17-92
with Flarida modifications Attest �, Q} �� Secretary
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Owner ' s Title Insurance Policy
Note : This policy consists of insert pages labeled " Schedule A " and " Schedule B " and is of no force or effect unless all
schedules are included, along with any Rider pages incorporated by reference in the insert pages .
SCHEDULE A
Agent' s File No : 40078218
Policy No : SDC -08088939
Effective Date : November 16, 2010 at 3 : 15 PM.
Amount of
Insurance : $ 2409000 . 00
1 . The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is :
Indian River County, a political subdivision of the State of
Florida
2 . In addition to those referred to in Schedule B hereof, the land herein described is encumbered
by the following mortgage( s) , and assignments thereof (if any) :
None !
3 . The land referred to in this policy is situated in the County of Indian River, State of Florida ,
and is described as follows :
All that certain piece, parcel or Tract of land situate, lying, and being a portion
of Section 29, Township 31 South , Range 39 East, Indian River County, Florida ;
said lands being more particularly described as follows , to wit ,
Commencing for reference at the Southwest corner of said Section 29 ; thence
bearing North 001 49 ' 06 " West, along the West line of said Section 29 , a
distance of 68 . 89 feet to a points thence leaving said West line, bearing North
891 10 ' 54 " East, a distance of 50 . 00 feet to a point on the existing right- of=way
line of 66th Avenue and the point and place of beginning of the herein described
parcel ; thence bearing North 001 49 ' 06 " West, along said existing right-of-way
Pol I - Policy Insert Page 1
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Owner ' s Title Insurance Policy
line, a distance of 61 . 14 feet to a points thence, leaving said existing right-of-way
line , bearing South 441 56 ' 55 " East, a distance of 57 . 45 feet to a point ; said
point being the beginning of a non tangent curve concave Northerly, having a
radius of 2 ,420 . 00 feet, a central angle of 041 16 ' 42 " , a chord length of 180 . 66
feet bearing North 88117 ' 29 " East ; thence, Easterly along the arc of said curve,
a distance of 180 . 70 feet to a point ; said point being the beginning of a reverse
curve concave Southerly, having a radius of 2 , 580 . 00 feet ; a central angle of 03 °
12 ' 04 " , a chord length of 144 . 13 feet bearing North 871 45 ' 11 " East ; thence ,
Easterly along the arc of said curve, a distance of 144 . 15 feet to a point ; thence,
bearing South 741 57 ' 29 " East, a distance of 57 . 67 feet to a point ; thence ,
bearing South 891 31 ' 43 " East, a distance of 357 . 52 feet to a point ; thence,
bearing South 00100 ' 00 " East, a distance of 50 . 00 feet to a point on the existing
right-of--way line of County Road 510 ; thence, bearing North 891 31 ' 43 " West,
along said existing right- of-way line, a distance of 369 . 85 feet to a point ; thence,
bearing North 00 ° 00 ' 00 " East, along said existing right- of-way line, a distance
of 30 . 00 feet to a point ; thence , bearing North 891 31 ' 43 " West, along said
existing right-of-way line, a distance of 407 . 69 feet to the Point of Beginning .
TOGETHER WITH a perpetual non -exclusive easement for access and
drainage over the following described lands , to wit :
A portion of land lying in the Southwest 1/4 of Section 29 , Township 31 South ,
Range 39 East, Indian River County, Florida , being more particularly described
as follows .
Commencing at the Southwest corner of the Southwest 1 /4 of said Section 29 ,
thence run along the West line of said Section 29, North 001 48 ' 50 " West,
674 .90 feet to the Northwest corner of the Southwest 1 /4 of the Southwest 1 /4 of
the Southwest 1/4 of said Section 29 ; thence leaving said West line of Section 29 ,
run along the North line of the Southwest 1 /4 of the Southwest 1 /4 of the
Southwest 1 /4 of said Section 29 , South 89° 29 ' 51 " East, 50 . 01 feet to a point on
the East right-of-way line of 66th Avenue, ( Schuman Drive) , said Point also
being the Point of Beginning. ; thence continue along the said North line of the
Southwest 1 /4 of the Southwest 1 /4 of the Southwest 1 /4 of said Section 29 , South
891 29 ' 51 " East, 617 . 58 feet ; thence run South 001 49 ' 30 " East, 278 . 52 feet ;
thence run South 891 31 ' 36 " East, 335 . 14 feet ; thence run South 00 ° 32 ' 40 "
East, 218 . 00 feet ; thence run North 891 31 ' 36 " West, 1. 73 . 82 feet ; thence run
North 001 32 ' 40 " West, 23 . 02 feet ; thence run North 511 01 ' 51 " West, 273 . 74
feet ; thence run North 001 49 ' 30 " West, 1. 60 . 13 feet ; thence run North 891 49 '
Pol I - Policy Insert Page 2
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Owner ' s Title Insurance Policy
29 " West, 357 . 50 feet ; thence run North 00 ° 48 ' 50 " West, 125 . 01 feet ; thence
run North 891 29 ' 51 " West, 21. 0 .06 feet to a point on the said East right-of-way
line of 66th Avenue, (Schuman Drive) ; thence run North 00 ° 48 ' 50 " West, 20 . 01
feet to the Point of Beginning.
Countersigned :
Au�ed Signatory
ATLANTIC COASTAL LAND TITLE COMPANY , LLC
3850 20` Street, Suite 4, Vero Beach , Florida 32960
Telephone : 772 - 569 -4364
Pol l - Policy Insert Page 3
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Owner' s Title Insurance Policy
Agent's File No : 40078218
Policy No : SDC - 08088939
SCHEDULE B
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys ' fees or expenses)
which arise by reason of:
GENERAL EXCEPTIONS :
1 . (a) Encroachments , overlaps, boundary line disputes, or other matters which would be disclosed by an accurate
survey and inspection of the premises .
(b) Easements, or claims of easements , not shown by the public records .
(c) if the land described herein abuts a river, lake, stream or other waterway - -- the nature and extent of riparian
and/or littoral rights, title to any portion of the land which is submerged , title to any portion below the mean high water
mark of a tidal waterway, and title to any portion which consists of " filled -in lands " ; and/or any claim that any portion
of said lands are sovereign lands of the State of Florida .
(d) Taxes or special assessments which are not shown as existing liens by the public records .
SPECIAL EXCEPTIONS :
2 . The mortgage referred to in item 2 of Schedule A hereof, if any .
3 . General and special real property taxes and assessments for tax year 2010 and subsequent years .
4 . Easement to Indian River County for drainage purposes, as recorded in O . R. Book 1081 ,
at Page 1573 .
5 . Terms and conditions , if any, of the grant of easement being conveyed and described in Schedule B- I.
In accordance with Title 42 United States Code, Section 3604, any covenants, conditions or restrictions referred to
herein, which indicate any preference, limitation or discrimination based on race, color, religion , sex, handicap, familial
status or national origin, are hereby deleted.
Note 1 : This policy does not insure against loss or damage arising as the result of unpaid charges for public utilities
furnished by any county, municipality , or public service corporation , which may be or may become a lien upon the land
insured hereby under any provision of the Florida Statutes including Section 159 . 17 ; and/or any county, nnmicipal , or
special taxing district assessment, including those levied under the provisions of Chapter 190 , Florida Statutes .
Pol I - Policy Insert Page 4
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Owner ' s Title Insurance Policy
Note 2 : All references herein to recorded instruments , refer to recordations contained within the Public Records of the
county in which the land is located . Reference to instruments among the Public Records refer to the first recorded page
of the instrument, but include by reference all pages recorded under the Clerk' s File Number assigned to the instrument
referred to .
Pol l - Policy Insert Page 5
EXCLUSIONS FROM COVERAGE by reason of the public records as defined in this policy or any other
The following matters are expressly excluded from the coverage records which impart constructive notice of matters affecting the
land .
of this policy and the Company will not pay loss or damage , costs , ( d) " land " : the land described or referred to in Schedule
A , and
improvements affixed thereto which by law constitute real property.
attorneys ' fees or expenses which arise by reason of: The term " land " does not include any property beyond the lines of
( a ) Any law, ordinance or governmental regulation ( including , but the area described or referred to in Schedule A , nor any
not limited to , building and zoning laws , ordinances , or regulations ) right, title , interest, estate or easement in abutting streets
, roads ,
restricting , regulating , prohibiting or relating to ( i ) the occupancy, avenues , alleys , lanes , ways or waterways , but nothing
herein shall
use , or enjoyment of the land , ( ii ) the character, dimensions or modify or limit the extent to which a right of access to and
from the
location of any improvement now or hereafter erected on the land ; land is insured by this policy .
( iii ) a separation in ownership or a change in the dimensions or area ( e ) " mortgage ' mortgage , deed of trust , trust deed
, or other
of the land or any parcel of which the land is or was a part; or ( iv) security instrument.
environmental protection , or the effect of any violation of these laws , ( f) " public records " : records established under state
statutes at
ordinances or governmental regulations , except to the extent that a Date of Policy for the purpose of imparting constructive notice
of
notice of the enforcement thereof or a notice of a defect, lien or matters relating to real property to purchasers for value and
without
encumbrance resulting from a violation or alleged violation affecting knowledge . With respect to Section 1 ( a )( iv) of the Exclusions
from
the land has been recorded in the public records at Date of Policy . Coverage , " public records " shall also include environmental
protection
( b ) Any governmental police power not excluded by ( a ) above , liens filed in the records of the clerk of the United States District
except to the extent that a notice of the exercise thereof or a notice Court for the district in which the land is located .
of a defect, lien or encumbrance resulting from a violation or alleged ( g ) 11unmarketability of the title " : an alleged or
apparent matter
violation affecting the land has been recorded in the public records affecting the title to the land , not excluded or excepted
from
at Date of Policy. coverage , which would entitle a purchaser of the estate or interest
2 . Rights of eminent domain unless notice of the exercise thereof described in Schedule A to be released from the obligation
to
has been recorded in the public records at Date of Policy, but not purchase by virtue of a contractual condition requiring the
delivery of
excluding from coverage any taking which has occurred prior to Date marketable title .
of Policy which would be binding on the rights of a purchaser for
value without knowledge . 2. Continuation of Insurance After Conveyance of Title.
3 . Defects , liens , encumbrances , adverse claims , or other matters : The coverage of this policy shall continue in force as
of Date of
( a ) created , suffered , assumed or agreed to by the insured Policy in favor of an insured only so long as the insured
retains an
claimant; estate or interest in the land , or holds an indebtedness secured by a
( b) not known to the Company, not recorded in the public purchase money mortgage given by a purchaser from the insured
, or
records at Date of Policy , but known to the insured claimant and not only so long as the insured shall have liability by
reason of covenants
disclosed in writing to the Company by the insured claimant prior to of warranty made by the insured in any transfer or conveyance of
the
the date the insured claimant became an insured under this policy; estate or interest . This policy shall not continue in force
in favor of
( c ) resulting in no loss or damage to the insured claimant; any purchaser from the insured of either ( i ) an estate or
interest in
( d ) attaching or created subsequent to Date of Policy; or the land , or ( ii ) an indebtedness secured by a purchase money
( e ) resulting in loss or damage which would not have been mortgage given to the insured .
sustained if the insured claimant had paid value for the estate or
interest insured by this policy . 3. Notice of Claim to be Given by Insured Claimant.
4 . Any claim , which arises out of the transaction vesting in the The insured shall notify the Company promptly in writing
( i ) in
insured the estate or interest insured by this policy , by reason of the case of any litigation as set forth in Section 4 ( a )
below, ( ii ) in case
knowledge shall come se an insured hereunder to any claim , title or
operation of federal bankruptcy , state insolvency , or similar creditors 'rights interest which is adverse to
the title to the estate or interest , as
rhts laws , that is based on :
rigthe transaction creating the estate or interest insured by this insured , and which might cause loss or damage for which the
Company may be liable by virtue of
policy being deemed a fraudulent conveyance or fraudulent transfer; or this policy , or ( iii ) if title to the
( b ) the transaction creating the estate or interest insured by this estate or interest, as insured , is rejected as unmarketable
. If prompt
policy being deemed a preferential transfer except where the notice shall not be given to the Company , then as to the insured
all
prliability of the Company shall terminate with regard to the matter or
pi eferential transfer results from the failure :
o timely record the instrument fa transfer, or matters for which prompt notice is required ; provided , however, that
( ii of such recordation to impart notice to f purchaser for failure to notify the Company shall in no case prejudice the
rights of
value or a judgment or lien creditor. any insured under this policy unless the Company shall be prejudiced
CONDITIONS AND STIPULATIONS by the failure and then only to the extent of the prejudice .
1 . Definition of Terms. 4 Defense and Prosecution ofActions, Duty of Insured Claimant to
The following terms when used in this policy mean : Cooperate.
( a ) " insured " : the insured named in Schedule A, and , subject to ( a ) Upon written request by the insured and subject
to the
any rights or defenses the Company would have had against the options contained in Section 6 of these Conditions and Stipulations ,
named insured , those who succeed to the interest of the named the Company , at its own cost and without unreasonable delay , shall
insured by operation of law as distinguished from purchase including , provide for the defense of an insured in litigation in
which any third
but not limited to, heirs , distributees , devisees , survivors , personal party asserts a claim adverse to the title or interest as
insured , but
representatives , next of kin , or corporate or fiduciary successors. only as to those stated causes of action alleging a defect,
lien or
( b ) " insured claimant" : an insured claiming loss or damage . encumbrance or other matter insured against by this policy. The
( c ) " knowledge " or " known " : actual knowledge , not Company shall have the right to select counsel of its choice ( subject
constructive knowledge or notice which may be imputed to an insured to the right of the insured to object for reasonable cause ) to
represent the insured as to those stated causes of action and shall
r 1
not be liable for and will riot pay the fees of any other counsel . The and memoranda in the custody or control of a third party,
which
Company will not pay any fees , costs or expenses incurred by the reasonably pertain to the loss or damage . All information designated
insured in the defense of those causes of action which allege matters as confidential by the insured claimant provided to the Company
not insured against by this policy . pursuant to this Section shall not be disclosed to others unless , in
( b ) The Company shall have the right, at its own cost, to the reasonable judgment of the Company, it is necessary in
the
institute and prosecute any action or proceeding or to do any other administration of the claim . Failure of the insured claimant
to suhmit
act which in its opinion may be necessary or desirable to establish for examination under oath , produce other reasonably requested
the title to the estate or interest, as insured , or to prevent or reduce information or grant permission to secure reasonably necessary
loss or damage to the insured . The Company may take any information from third parties as required in this paragraph shall
appropriate action under the terms of this policy, whether or not it terminate any liability of the Company under this policy as
to that
shall be liable hereunder, and shall not thereby concede liability or claim .
waive any provision of this policy . If the Company shall exercise its
rights under this paragraph , it shall do so diligently. 6. Options to Pay or Otherwise Settle Claims; Termination of
(c ) Whenever the Company shall have brought an action or Liability.
interposed a defense as required or permitted by the provisions of In case of a claim under this policy, the Company shall have
the
this policy, the Company may pursue any litigation to final following additional options :
determination by a court of competent jurisdiction and expressly ( a ) To Pay or Tender Payment of the Amount of Insurance .
reserves the right , in its sole discretion , to appeal from any adverse To pay or tender payment of the amount of insurance
under this
judgment or order, policy, together with any costs , attorneys ' fees and expenses incurred
(dl In all cases where this policy permits or requires the by the insured claimant, which were authorized by the Company, up
to
Company to prosecute or provide for the defense of any action or the time of payment or tender of payment and which the Company
is
proceeding , the insured shall secure to the Company the right to so obligated to pay .
prosecute or provide defense in the action or proceeding , and all Upon the exercise by the Company of this option , all
liability and
appeals therein , and permit the Company to use , at its option , the obligations to the insured under this policy, other than to
make the
name of the insured for this purpose . Whenever requested by the payment required , shall terminate , including any liability or obligation
Company, the insured , at the Company' s expense , shall give the to defend , prosecute , or continue any litigation , and the policy
shall he
Company all reasonable aid ( i ) in any action or proceeding , securing surrendered to the Company for cancellation .
evidence , obtaining witnesses , prosecuting or defending the action or ( b ) To Pay or Otherwise Settle With Parties Other Than the
proceeding , or effecting settlement , and ( ii ) in any other lawful act Insured or With the Insured Claimant .
which in the opinion of the Company may be necessary or desirable ( i ) to pay or otherwise settle with other parties for or
in
to establish the title to the estate or interest as insured . If the the name of an insured claimant any claim insured against
under this
Company is prejudiced by the failure of the insured to furnish the policy , together with any costs , attorneys ' fees and expenses incurred
required cooperation , the Company ' s obligations to the insured under by the insured claimant which were authorized by the Company up
to
the policy shall terminate , including any liability or obligation to the time of payment and which the Company is obligated to
pay; or
defend , prosecute , or continue any litigation , with regard to the ( ii ) to pay or otherwise settle with the insured claimant
matter or matters requiring such cooperation . the loss or damage provided for under this policy , together with any
costs , attorneys ' fees and expenses incurred by the insured claimant
5. Proof of Loss or Damage. which were authorized by the Company up to the time of payment
In addition to and after the notices required under Section 3 of and which the Company is obligated to pay.
these Conditions and Stipulations have been provided the Company, a Upon the exercise by the Company of either of the options
proof of loss or damage signed and sworn to by the insured claimant provided for in paragraphs ( b )( i � or ( ii ) , the Company'
s obligations to
shall be furnished to the Company within 90 days after the insured the insured under this policy for the claimed loss or
damage , other
claimant shall ascertain the facts giving rise to the loss or damage . than the payments required to be made , shall terminate
, including any
The proof of loss or damage shall describe the defect in , or lien or liability or obligation to defend , prosecute , or continue
any litigation ,
encumbrance on the title , or other matter insured against by this
policy which constitutes the basis of loss or damage and shall state , �� Determination, Extent ofLiabilityancl Coinsurance.
to the extent possible , the basis of calculating the amount of the loss This policy is a contract of indemnity against actual
monetary
or damage . If the Company is prejudiced by the failure of the insured loss or damage sustained or incurred by the insured
claimant who
claimant to provide the required proof of loss or damage , the has suffered loss or damage by reason of matters insured against
by
Company' s obligations to the insured under the policy shall terminate , this policy and only to the extent herein described .
including any liability or obligation to defend , prosecute , or continue ( a ) The liability of the Company under this policy shall
not
any litigation , with regard to the matter or matters requiring such exceed the least of:
proof of loss or damage . ( i ) the Amount of Insurance stated in Schedule A; or,
In addition , the insured claimant may reasonably be required to ( ii ) the difference between the value of the insured estate
submit to examination under oath by any authorized representative of or interest as insured and the value of the insured estate or
interest
the Company and shall produce for examination , inspection and subject to the defect, lien or encumbrance insured against by
this
copying , at such reasonable times and places as may be designated policy.
by any authorized representative of the Company, all records , hooks , ( b ) The Company will pay only those costs , attorneys ' fees
and
ledgers , checks , correspondence and memoranda , whether bearing a expenses incurred in accordance with Section 4 of these Conditions
and
date before or after Date of Policy, which reasonably pertain to the Stipulations .
loss or damage . Further, if requested by any authorized representative 8. Apportionment.
of the Company, the insured claimant shall grant its permission , in If the land described in Schedule A consists of two or more
writing , for any authorized representative of the Company to examine , parcels which are not used as a single site , and a loss
is established
inspect and copy all records , books , ledgers , checks , correspondence affecting one or more of the parcels but not all , the
loss shall be
computed and settled on a pro rata basis as if the amount of If a payment on account of a claim does not fully cover the
Toss
insurance under this policy was divided pro rata as to the value on of the insured claimant, the Company shall be subrogated
to these
Date of Policy of each separate parcel to the whole , exclusive of any rights and remedies in the proportion which the Company'
s payment
improvements made subsequent to Date of Policy , unless a liability or bears to the whole amount of the loss .
value has otherwise been agreed upon as to each parcel by the If loss should result from any act of the insured claimant,
as
Company and the insured at the time of the issuance of this policy stated above , that act shall not void this policy, but the
Company, in
and shown by an express statement or by an endorsement attached that event, shall be required to pay only that part of any losses
to this policy . insured against by this policy which shall exceed the amount, if any ,
9. Limitation of Liability,
lost to the Company by reason of the impairment by the insured claimant( a ) If the Company establishes the
title , or removes the alleged of the Company 's right of Subrogation .
( b ) The Company ' s Rights Against Non - insured Obligors .
defect , lien or encumbrance , or cures the lack of a right of access to The Company ' s right of subrogation against non - insured
obligors
or from the land , or cures the claim of unmarketability of title , all as
insured , in a reasonably diligent manner by any method , including shall exist and shall include , without limitation , the rights of
the insured
to indemnities , guaranties , other policies of insurance or bonds ,
litigation and the completion of any appeals therefrom , it shall have
fully performed its obligations with respect to that matter and shall notwithstanding any terms or conditions contained in those instruments
which provide for subrogation rights by reason of this policy .
not be liable for any loss or damage caused thereby.
( b ) In the event of any litigation , including litigation by the 14. Arbitration.
Company or with the Company' s consent, the Company shall have no Unless prohibited by applicable law, arbitration pursuant to
liability for loss or damage until there has been a final determination the Title Insurance Arbitration Rules of the American Arbitration
by a court of competent jurisdiction , and disposition of all appeals Association may be demanded if agreed to by both the Company
therefrom , adverse to the title as insured . and the insured . Arbitrable matters may include, but are not
( c ) The Company shall not he liable for loss or damage to any limited to , any controversy or claim between the Company and
insured for liability voluntarily assumed by the insured in settling any the insured arising out of or relating to this policy,
any service of
claim or suit without the prior written consent of the Company . the Company in connection with its issuance or the breach of a
policy provision or other obligation . Arbitration pursuant to this
10. Reduction of Insurance, Reduction or Termination of Liability. policy and under the Rules in effect on the date the demand for
All payments under this policy , except payments made for costs , arbitration is made or, at the option of the insured, the Rules
in
attorneys ' fees and expenses , shall reduce the amount of the effect at Date of Policy shall be binding upon the parties . The
insurance pro tanto . award may include attorneys' fees only if the laws of the state in
which the land is located permit a court to award attorneys ' fees
11 . Liability Non -cumulative to a prevailing party. Judgment upon the award rendered by the
It is expressly understood that the amount of insurance under Arbitrator( s ) may be entered in any court having jurisdiction
this policy shall be reduced by any amount the Company may pay thereof.
under any policy insuring a mortgage to which exception is taken in The law of the situs of the land shall apply to an
Schedule B or to which the insured has agreed , assumed , or taken arbitration under the Title Insurance Arbitration Rules.
subject, or which is hereafter executed by an insured and which is a A copy of the Rules may he obtained from the Company
charge or lien on the estate or interest described or referred to in upon request.
Schedule A , and the amount so paid shall be deemed a payment 15. Liability Limited to this Policy, Policy Entire Contract.
under this policy to the insured owner. ( a ) This policy together with all endorsements , if any , attached
12. Payment of Loss. hereto by the Company is the entire policy and contract between the
( a ) No payment shall be made without producing this policy insured and the Company. In interpreting any provision of this policy,
for endorsement of the payment unless the policy has been lost or this policy shall be construed as a whole .
destroyed, in which case proof of loss or destruction shall be ( b ) Any claim of loss or damage , whether or not based on
furnished to the satisfaction of the Company. negligence , and which arises out of the status of the title to the
( b ) When liability and the extent of Toss or damage has been estate or interest covered hereby or by any action asserting such
definitely fixed in accordance with these Conditions and Stipulations , claim , shall be restricted to this policy .
the loss or damage shall be payable within 30 days thereafter. ( c ) No amendment of or endorsement to this policy can be made
except by a writing endorsed hereon or attached hereto signed by either
13. Subrogation Upon Paymentor Settlement. the President, a Vice President , the Secretary, an Assistant Secretary, or
(a ) The Company' s Right of Subrogation . Validating Officer or Authorized Signatory of the Company .
Whenever the Company shall have settled and paid a claim
under this policy , all right of subrogation shall vest in the Company 16. Severability.
unaffected by any act of the insured claimant. In the event any provision of the policy is held invalid or
The Company shall be subrogated to and be entitled to all unenforceable under the applicable law, the policy shall be deemed
not to
rights and remedies which the insured claimant would have had include that provision and all other provisions shall remain in
full
against any person or property in respect to the claim had this policy force and effect.
not been issued . If requested by the Company, the insured claimant 17. Notices, Where Sent.
shall transfer to the Company all rights and remedies against any All notices required to be given the Company and any statement
in
person or property necessary in order to perfect this right of writing required to be furnished the Company shall include the number
of
subrogation . The insured claimant shall permit the Company to sue , this policy and shall be addressed to the Company at its home office
,
compromise or settle in the name of the insured claimant and to use 400 Second Avenue South , Minneapolis , Minnesota 55401 ,
( 612 ) 371 -1111 .
the name of the insured claimant in any transaction or litigation
involving these rights or remedies .