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HomeMy WebLinkAbout2016-122DocuSign Envelope ID: F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B ORICINAL AGREEMENT TO PURCHASE, SELL, AND LEASE REAL ESTATE BETWEEN INDIAN RIVER COUNTY AND VENTURES TRUST 2013 -I -H -R BY MCM CAPITAL PARTNERS, LLC THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the... day of /a 7'' , 2016, by and between Indian River County, a political subdivision of the State of Florida ("the County"), and Ventures Trust 2013 -I -H -R By MCM Capital Partners, LLC its trustee ("the Seller) who agree as follows: WHEREAS, Seller owns property located at 1313 43rd Avenue, Vero Beach, Florida 32960. A legal description of the property is attached to this agreement as Exhibit "A" and incorporated by reference herein; and WHEREAS, the County is acquiring the property for a storm water retention and/or ROW for 43rd Avenue road improvements WHEREAS, in order for the County to proceed with the storm water retention and/or road improvement plans, the County needs to purchase property to be used as right-of- way; and WHEREAS, the County was contacted by the Seller's realtor, Magdalena (Maggie) Zych of Alta Realty Company to purchase right-of-way of approximately 3.73 acres of property as depicted on Exhibit "A", and WHEREAS, the County is currently purchasing property/right-of-way from willing sellers; and WHEREAS, Seller and the County by entering into this agreement for sale and purchase of the Property; NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants and premises hereinafter, the COUNTY and SELLER agree as follows: 1. Recitals. The above recitals are affirmed as being true and correct and are incorporated herein. 2. Agreement to Purchase and Sell. The Seller hereby agrees to sell to the County, and the County hereby agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement that certain parcel of real property located at 1313 43rd Avenue, Vero Beach, Florida and more specifically described in the legal description attached as Exhibit "A", fee simple, containing approximately 3.73 acres, all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"). F•\Engineering\Monique Filipiak\Ventures Trust\1RC Purchase Contract Ventures Trust 08.01 16.doc DocuSign Envelope ID• F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B ORIGINAL 2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the Property shall be $250,000.00 (Two Hundred and Fifty Thousand and 00/100 Dollars). The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement, either by approval by the Indian River County Board of County Commissioners at a formal meeting of such Board or by the County Administrator pursuant to his delegated authority. 3. Title. Seller shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Property ("Permitted Exceptions"). 3.1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property. County shall within fifteen (15) days following the Effective Date of this Agreement deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Seller cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, County shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Seller, to: (i) to terminate this Agreement, whereupon shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 4. Representations of the Seller. 4.1 Seller is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title, and authority to convey and transfer the Property which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 4.2 From and after the Effective Date of this Agreement, Seller shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the County. 4.3.1 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 5. Default. 5.1 In the event the County shall fail to perform any of its obligations hereunder, the F \Engineering\Monique Filipiak\Ventures Trust\IRC Purchase Contract Ventures Trust 08.01 16.doc DocuSign Envelope ID• F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B ORIGINAL Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance, damages, or otherwise against the County; or (ii) waive the County's default and proceed to Closing. 5.2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance, damages or otherwise against the Seller; or (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive the Seller's default and proceed to Closing: 6. Closing. 6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the execution of the contract by the Chairman of the Board of County Commissioners. The parties agree that the Closing shall be as follows: pe.‘,14-4 (a) The Seller shall execute and deliver to the County a warranty deed conveying marketable title to the Property, free and clear of all hens and -encumbrances and in the condition required by paragraph 3. (b) The Seller - _, _ e _ e. _e•_ e ee - -. --o - -- a , -Property-and-Seller-shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so, County may use a portion of Purchase Price funds to satisfy the encumbrances. (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County an affidavit, in a form acceptable to the County, certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) The Seller and the County shall each, deliver to the other such other documents or instruments as may reasonably be required to close this transaction. 6.2 Taxes. All taxes and special assessments which area lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller. 7. Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. 7.1 County shall pay the following expenses at Closing: F•\Engineering\Menique Filipiak\Ventures Trust\IRC Purchase Contract Ventures Trust 03.01.16.doc DocuSign Envelope ID: F55D53B1-0D62-4BE2-ACAA-B75FA841FA3B ORICINAL 7.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 7 1.2 Documentary Stamps required to be affixed to theAwarranty deed. 7.1.3 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 7.2 Seller shall pay the following expenses at or prior to Closing: 7.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or encumbrances upon the Property. 8. Miscellaneous. 8.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 8.2 Condemnation. In the event that all or any part of the Property shall be acquired or condemned for any public or quasi -public use or purpose, or if any acquisition or condemnation proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, or to proceed, subject to all other terms, covenants, conditions, representations and warranties of this Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; receiving, however, any and all damages, awards or other compensation arising from or attributable to such acquisition or condemnation proceedings. County shall have the right to participate in any such proceedings. 8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between the Seller and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties. 8.4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and obligations under this Agreement without the prior written consent of the other party. The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. F-\Engineering\Monique Filipiak\Ventures Trust\IRC Purchase Contract Ventures Trust 08.01 16.doc DocuSign Envelope ID• F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B ORIGINAL 8.5 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows: If to Seller: If to County: Ventures Trust 2013 -I -H -R By its trustee MCM Capital Partners, LLC 7500 Old Georgetown Road — Ste 1300 Bethesda, Maryland 20814 Indian River County 1801 27th Street Vero Beach, FL. 32960 Attn: Land Acquisition/Monique Filipiak Either party may change the information above by giving written notice of such change as provided in this paragraph. 8.6 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and the consummation of the transaction provided for herein. The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the other partyhereto, its successors and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever. 8.7 Attorney's Fees and Costs. In any claim or controversy arising out of or relating to this Agreement, each party shall bear its own attorney's fees, costs, and expenses. 8.8. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 8.9. County Approval Required: This Agreement is subject to approval by the Indian River County as set forth in paragraph 2. 8.10 Beneficial Interest Disclosure: In the event Seller is a partnership, limited partnership, corporation, trust, or any form of representative capacity whatsoever for others, Seller shall provide a fully completed, executed, and sworn beneficial interest disclosure statement in the form attached to this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section 286.23 prior to approval of this Agreement by the County. However, pursuant to Florida Statutes Section 286.23 (3) (a), the beneficial interest in any entity registered with the Federal Securities and Exchange Commission, or registered pursuant to Chapter 517, Florida Statutes, whose interest is for sale to the general public, is exempt from disclosure; and where the Seller is a non-public entity, that Seller is not required to disclose persons or entities holding less than five (5%) percent of the beneficial interest in Seller. F•\Engineering\Moniquc Filipiak\Ventures Trust\IRC Purchase Contract Ventures Trust 08.01.16.doc DocuSign Envelope ID• F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B ORIGINAL IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. INDIAN RIVER COUNTY, FLORIDA VENTURES TRUST 2013 -I -H -R BOARD OF COUNTY COMMISSIONERS BY MCM CAPITAL PARTNERS, LLC °°`°signea by: 8/5/2016 Bob Solari, Chairman By: Ste ETrn Date Its: Vice President for MCM Capital Partners LLC. Trustee Approved by BCC August 16, 2016 ATTEST: Jeffrey R. Smith, Clerk of Court and Comptroller By: J�.;{ cotiti;�s••,. •* Deputy Clerk Jason '.wn, County Administrator • •r• ved as to F County Attorney ufficiency: * F:\Engineering\Monique Filipiak\Ventures Trust\1RC Purchase Contract Ventures Trust 08.01.16.doc DocuSign Envelope ID F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B ORIGINAL EXHIBIT "A" INDIAN RIVER FARMS CO SUB PBS 2-25 BEG AT NE COR OF TRACT 8; TH RU N S ON E LINE OF TRACT 8 A DIST OF 345 00 FT FOR POB; RUN W & PARALLEL TO N LINE OF TRACT 8 538.00 FT, TH SLY 647.50 FT TO A PIPE, RUN E 545 00 FT TO E LINE OF TRACT 8; TH N ON E LINE OF TRACT 8 635 0 0 FT TO POB, LESS S 315.00 FT & LESS RD R/W PER OR BK 315 PP 364 & OR BK 1231 PP 2610 Commonly known as: 1313 43rd Avenue, Vero Beach, FL 32960 Parcel ID Number: 33-39-09-00001-0080-00001.0 F\Engineering\Monique Filipiak\Ventures Trust\IRC Purchase Contract Ventures Trust 08.01 I6.doc THIS INSTRUMENT PREPARED BY: Certified Document Solutions c/o Attorney Bruce Clark 17345 Civic Drive, Unit 1961 Brookfield, WI 53045 Return to and mail tax statements to: Indian River County, a political subdivision of the State of Florida 1801 27th Street Vero Beach, FL 32960 Reference Number: MCM-576041-REO Property ID#: 33390900001008000001.0 3120160055301 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH, CLERK OF COURT INDIAN RIVER COUNTY FL BK: 2968 PG: 988 Page 1 of 3 9/27/2016 12:19 PM D DOCTAX PD $1,750.00 SPECIAL WARRANTY DEED /- THIS SPECIAL WARRANTY DEED, made the /ki day of ,S,,/e +9G4` �(� , by VENTURES TRUST 2013 -I -H -R BY CM CAPITAL PARTNERS, LLC, ITS TRUSTEE, whose post office address is 7500 Old Georgetown Rd, Suite 1300, Bethesda, MD 20814, hereinafter called Grantor, to INDIAN RIVER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, whose post office address is 1801 27th Street, Vero Beach, FL 32960, hereinafter called 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 Grantors, for and in consideration of the sum of $250,000.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, the following described lot, piece or parcel of land, situate, lying and being in Indian River County, State of Florida, to -wit: SEE COMPLETE LEGAL ATTACHED AS EXHIBIT "A" PROPERTYADDRESS: 1313 43rd Avenue, Vero Beach, FL 32960 TO HAVE AND TO HOLD the lot or parcel above described together with all and singular the rights, privileges, tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining unto the said Grantee and unto Grantee's heirs, administrators, successors or assigns, forever in fee simple. The warranties passing to the Grantee hereunder are limited solely to those matters arising from acts of the Grantor, its agents or representatives, occurring solely during the period of the Grantor's ownership of the subject real estate; and that said land is free of all encumbrances, except taxes accruing subsequent to the current tax year. Whenever used, the singular name shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 1 In witness hereof, Grantor has hereunto set a hand and seal the day and year first written above. Ventures T r.' t 20 -I- By: MC api al Partners, LLLP, f/k/a MCM Capital Partners, LLC, Trustee By: S Vtvim' ( t co; v ✓\ , its Vice President Signed, sealed and delivered in our presence: WITNESSES: W ES #1 SIGNATURE WITNESS #YrIZINTED NAME: WI SS #2 SIGNATURE WITNESS #2 PRINTED NAME: STATE OF MC Yt I Cts 1(-1 COUNTY OF LAI jt.:pmevVA Before me, the undersigned, a Notary Public, in and for said County and State, this RP^ day of ie 0}onio 2-uk,tc personally appeared c'ii v- 1-v0,t' ✓ r'l , Vice President of MCM Capital Partners, LLLP, f/k/a MCM Capital Partners, LLC as Trustee for VENTURES TRUST 2013 -I -H -R, a Statutory Trust organized and existing under the laws of the State of Delaware and acknowledged thwattlitiemi,g the foregoing instrument for and on be „of said Grantor and who, have been duly sworn, stated th4e44edfai6gs therein contained are true. A S .s ' • 7 1 •' 4 •(3 AR)- otary Public - —•— Printed Name: Nil kV •Yl L-Ci►'f-C' F. 3 ' p : a My Commission Expires: 3i js� (Zc 2'-% "s 2 • LFB L\ J : Z A Resident ofl\ CAVI, j101,1L� CountyjV1 L11YZ�1:V✓lC'�✓t/1 � ••.��o lZo`ti. ••�' • s. -A,..: • 3/18 •• No title search was performed on the subject property by the prepai'Gr,�T1 }pr�� .til this deed makes neither representation as to the status of the title nor property use or any zoning fttill'tt1bns concerning described property herein conveyed nor any matter except the validity of the form of this instrument. Information herein was provided to preparer by Grantor/Grantee and /or their agents; no boundary survey was made at the time of this conveyance. 2 Exhibit "A" THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF INDIAN RIVER, CITY OF VERO BEACH, STATE OF FLORIDA, AND IS DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF TRACT 8 SECTION 9, TOWNSHIP 33 SOUTH, RANGE 39 EAST, ACCORDING TO THE LAST GENERAL PLAT OF LANDS OF THE INDIAN RIVER FARMS CO, AS FILED IN PLAT BOOK 2, PAGE 25 OF THE PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA, SAID LAND NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA; THENCE RUN SOUTH ON THE EAST LINE OF SAID TRACT 8, A DISTANCE OF 345 FEET TO THE POINT OF BEGINNING; THENCE RUN WEST AND PARALLEL TO THE NORTH LINE OF SAID TRACT 8; A DISTANCE OF 538 FEET TO A PIPE; THENCE RUN IN A SOUTHERLY DIRECTION A DISTANCE OF 647.5 FEET TO A PIPE; THENCE RUN EAST A DISTANCE OF 545 FEET TO THE EAST LINE OF SAID TRACT 8; THENCE RUN NORTH ON THE EAST LINE OF SAID TRACT 8 A DISTANCE OF 635 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT THE SOUTH 315 FEET OF THE ABOVE DESCRIBED LAND; AND LESS AND EXCEPT THE EAST 40 FEET OF SAID SECTION 9, FOR ROAD RIGHT-OF-WAY FOR 43RD AVENUE, ALSO KNOWN AS CLEMANNS AVENUE, LESS AND EXCEPT THAT PORTION AS SET FORTH AND DESCRIBED IN WARRANTY DEED RECORDED IN BOOK 1231, PAGE 2610, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA. PARCEL ID #33390900001008000001.0 THIS BEING THE SAME PROPERTY CONVEYED TO VENTURES TRUST 2013 -I -H -R BY MCM CAPITAL PARTNERS, LLC, ITS TRUSTEE FROM BANK OF AMERICA, NATIONAL ASSOCIATION IN A DEED DATED AUGUST 17, 2015 AND RECORDED AUGUST 20, 2015 IN BOOK 2871 PAGE 1257. 3 OWNER'S POLICY OF TITLE INSURANCE (with Florida Modifications) * Policy Number OXF L-08552653 File Number: 46082634 * * * * Issued by Old Republic National Title Insurance 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, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Florida 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, OLD REPUBLIC NATIONAL TITLE INSURANCE 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. Policy Issuer: Countersigned ATLANTIC COASTAL LAND TITLE COMPANY, LLC 855 21ST STREET, STE C CENTERSTATE BANK BLDG, 2ND FLR VERO BEACH, FL 32960 PHONE: (772) 569-4364 Authorized Officer or Licensed Agent ORT form 4309 FL ALTA Owners Policy of Title Insurance 6-37-O6 (with Florida Modifications} OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612) 377-1171 By Attest b.„4 President Secretary 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 natter 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, Iiens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-D6lwith Fl o-ida Modifications) (5) 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 (5) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 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. Page 2 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), (BL (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 by law. (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 tor the district where the Land is located. jj) "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 ORT Form 9309 FL ALTA Owners Policy of Title Insurance 6-17-06 ;with Florida Modificatonsl 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 (hi) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the 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 d 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. Page 3 CONDITIONS (con't) 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. 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 contin- ue 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 ORT Form 4309 FL ALTA Owners Policy of Title Insurance 6-17-06 (with Florida Modificatiensi 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 1O%, 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 (h), 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. Page 4 CONDITIONS (ain't) 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 rnade 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 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 tothe 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. ORT Form 4309 FL ALTA Owners Policy of Tale Insurance 6-17-06 (with Florida Modificationsi 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 he construed as a whole. (h) 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 lave, 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 deter- mine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must he 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 400 Second Avenue South, Minneapolis, Minnesota 55401-2499, Phone: 612-371-1111. Page 5 Schedule A OWNER'S POLICY Issued by Old Republic National Title Insurance Company * * * 400 Second Avenue South * * Minneapolis, MN 55401-2499 * * (612) 371-1111 * * >1C File No.: 46082634 Address Reference: 1313 43rd Avenue, Vero Beach, Florida 32960 Amount of Insurance: $250,000.00 Premium: $1,325.00 Date of Policy: 9/27/2016 @ 12:19 PM 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 a 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: Commencing at the Northeast corner of Tract 8 Section 9, Township 33 South, Range 39 East, according to the last general plat of lands of the Indian River Farms Co, as filed in Plat Book 2, Page 25 of the Public Records of St. Lucie County, Florida, said land now lying and being in Indian River County, Florida; thence run South on the East line of said Tract 8, a distance of 345 feet to the Point of Beginning; thence run West and parallel to the North line of said Tract 8; a distance of 538 feet to a pipe; thence run in a Southerly direction a distance of 647.5 feet to a pipe; thence run East a distance of 545 feet to the East line of said Tract 8; thence run North on the East line of said Tract 8 a distance of 635 feet to the Point of Beginning. Less and except the South 315 feet of the above described land; and less and except the East 40 feet of said Section 9, for road right of way for 43rd Avenue, also known as Clemanns Avenue, less and except that portion as set forth and described in Warranty Deed recorded in Book 1231, Page 2610, Public Records of Indian River County, Florida. Policy No.: OXFL-08552653 Atlantic Coastal Land Title Company, LLC Authorized Signatory c Schedule A for ALTA Owners Policy of Title Insurance 6-17-06 Agent File No.: 46082634 Old Republic National Title Insurance Company 400 Second Avenue South, Minneapolis, Minnesota, 55401 (612) 371-1111 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule B Policy No.: File No.: 46082634 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 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 2. Rights or claims of parties in possession. 3. Construction, Mechanic's, Contractors' or Materialmen's appears of record. 4. Easements, or claims of easements, not recorded in the lien claims, if any, where no notice thereof Public Records. 5. General or special taxes for the year 2017 and subsequent years. 6. Any lien provided by County Ordinance or by Ch. 159, F.S., in favor of any city, town, village or port authority, for unpaid service charges for services by any water systems, sewer systems or gas systems serving the land described herein; and any lien for waste fees in favor of any county or municipality. 7. Restrictions, conditions, reservations, easements and other matters contained on the Plat of Indian River Farms Co, as recorded in Plat Book 2, Page 25 , Public Records of St Lucie County, Florida. ORT Form 4309 for ALTA Owners Policy of Title Insurance 6-17-06 Agent File No.: 46082634