HomeMy WebLinkAbout2017-110AGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
RANDY D. LOTT AND DIANE LOTT
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 15 day of Nuqust , 2017, by and between Indian
River County, a political subdivision of the State of Florida ("the County"), and Randy D.
Lott and Diane Lott ("the Seller) who agree as follows:
WHEREAS, Seller owns property located at 7425 66th Avenue, Vero Beach, Florida.
A legal description of the property is attached to this agreement as Exhibit "A" and
incorporated by reference herein; and
WHEREAS, the County is scheduled to do road improvements on 66th Avenue
between 49th Street and 81st Street in the future and the road expansion will impact the
Seller's property; and
WHEREAS, in order for the County to proceed with its road expansion plans, the
County needs to purchase property to be used as right-of-way from landowners along and
adjacent to 66th Avenue; and
WHEREAS, the County contacted the Seller's realtor, Jeff Cusson of CBC Saunders
Real Estate and offered to purchase right-of-way of approximately 771,012 square feet or
17.7 acres of property as depicted on Exhibit "A", and
WHEREAS, the Parties agree this is an arm's length transaction between the Seller
and the County, without the threat of eminent domain.
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 7425 66th Avenue,
Vero Beach, Florida and more specifically described in the legal description attached as
Exhibit "A", fee simple, containing approximately 771,012 square feet, all improvements
thereon, together with all easements, rights and uses now or hereafter belonging thereto
(collectively, the "Property").
2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the
Property shall be $320,000.00 (Three Hundred Twenty 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
Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice
delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor
any other person or party shall have any claim for specific performance, damages, or
otherwise against the County; or (ii) waive the County's default and proceed to Closing.
5.2 In the event the Seller shall fail to perform any of its obligations hereunder, the
County shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice
delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor
any other person or party shall have any claim for specific performance, damages or
otherwise against the Seller; or (ii) obtain specific performance of the terms and conditions
hereof; or (iii) waive the Seller's default and proceed to Closing:
6. Closing.
6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date")
shall take place within 45 days following the execution of the contract by the Chairman of
the Board of County Commissioners. The parties agree that the Closing shall be as
follows:
(a) The Seller shall execute and deliver to the County a warranty deed conveying
marketable title to the Property, free and clear of all liens and encumbrances and in the
condition required by paragraph 3.
(b) 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.
(c) 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.
(d) The Seller and the County shall each deliver to the other such other documents or
instruments as may reasonably be required to close this transaction.
6.2 Taxes. All taxes and special assessments which are a lien upon the property on or
prior to the Closing Date (except current taxes which are not yet due and payable)
shall be paid by the Seller.
7. Personal Property.
7.1 The Seller shall have removed all of its personal property, equipment and trash from
the Property. The Seller shall deliver possession of the Property to County vacant and in
the same or better condition that existed at the Effective Date hereof.
7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to
County, if applicable.
8. Closing Costs; Expenses. County shall be responsible for preparation of all Closing
documents.
8.1 County shall pay the following expenses at Closing:
8.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by
Seller pursuant to this Agreement.
8.1.2 Documentary Stamps required to be affixed to the warranty deed.
8.1.3 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
8.2 Seller shall pay the following expenses at or prior to Closing:
8.2.1 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.
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 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.
9.3 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.
9.4 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:
Randy D. Lott & Diane Lott
53 Joy Haven Drive
Sebastian, FL 32958
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.
9.5 Survival and Benefit. Except as otherwise expressly provided herein, each
agreement, representation or warranty made in this Agreement by or on behalf of either
party, or in any instruments delivered pursuant hereto or in connection herewith, shall
survive the Closing Date and the consummation of the transaction provided for herein.
The covenants, agreements and undertakings of each of the parties hereto are made
solely for the benefit of, and may be relied on only by the other party hereto, its successors
and assigns, and are not made for the benefit of, nor may they be relied upon, by any other
person whatsoever.
9.6 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.
9.7 Counterparts. This Agreement may be executed in two or more counterparts, each
one of which shall constitute an original.
9.8 County Approval Required: This Agreement is subject to approval by the Indian
River County Board of County Commissioners as set forth in paragraph 2.
9.9 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.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INDIAN RIVER COUNTY, FLORIDA
BOARD OF COUN Y COMMISSIONERS
Joseph E
escher, C
Randy D. Lott
Approved by BCC
ATTEST:
Jeffrey R. Smith, Clerk of Court and
Comptjplle�ry�n
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Deputy Clerk
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By:
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Jason E. ro , County Administrator
d as to orm and Leg Sufficiency:
William K. DeBraal, Deputy County Attorney
lane Lott
/
Date
7-4/7
Date
EXHIBIT "A"
INDIAN RIVER FARMS CO SUB PBS 2-12 N 1/2 OF TRACT 8; LESS CANAL; L - ESS
THAT DESC POR FOR RD RAW AS DESC IN OR BK 2319 PG 147
Commonly known as: 7425 66th Avenue, Vero Beach, Florida 32967
Parcel ID Number: 32-39-06-00001-0080-00001.0
3120170054812
RECORDED IN THE PUBLIC RECORDS OF
JEFFREY R SMITH, CLERK OF COURT
INDIAN RIVER COUNTY FL
BK: 3057 PG: 994 Page 1 of 2 9/25/2017 9:05 AM
D DOCTAX PD$2,240.00
This Instrument Prepared by and Return to:
Jason Beal
Atlantic Coastal Land Title Company, LLC
855 21st Street, Suite C
Vero Beach,Florida 32960
Our File No.:47083412
Property Appraisers Parcel Identification(Folio)Number:32-39-06-00001-0080-00001/0
Florida Documentary Stamps in the amount of$2,240.00 have been paid hereon.
Space above this line for Recording Data
WARRANTY DEED
THIS WARRANTY DEED, made the / day of September. 2017, by Randy Lott and Diane Lott,husband
and wife, whose post office address is 53 Joy Haven Drive,Sebastian,Florida 32958,herein called the Grantors,
to Indian River County, a political subdivision of the State of Florida, whose post office address is 1801 27th
Street,Vero Beach,Florida 32960,hereinafter called the Grantee:
(Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal
representatives and assigns of individuals,and the successors and assigns of corporations)
WITNESSETH: That the Grantors,for and in consideration of the sum of Ten and 00/100($10.00)and other
valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises,
releases, conveys and confirms unto the Grantee all that certain land situate in INDIAN RIVER County, State of
Florida, viz.:
The North 1/2 of Tract 8 in Section 6, Township 32 South, Range 39 East, Indian River Farms
Company Subdivision, according to the plat thereof, as recorded in Plat Book 2, Page 25, Public
Records of St. Lucie County, said land now lying and being in Indian River County, Florida. LESS
AND EXCEPT all that land described in Official Records Book 2319, Page 147, Public Records of
Indian River County,Florida.
Subject to easements, restrictions and reservations of record and taxes for the year 2017 and
thereafter.
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, the Grantors hereby covenant with said Grantee that the Grantors are lawfully seized of said land in fee
simple; that the Grantors have good right and lawful authority to sell and convey said land, and hereby warrant the
title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is
free of all encumbrances,except taxes accruing subsequent to December 31,2016.
File No.:47083412
I rr
IN WITNESS WHEREOF, the said Grantors have signed and sealed these presents the day and year first above
written.
Signed sealed and •-liv • in the presence of:
Wi lir :!A ature v it:
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Ra• � �� Lott /
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• Diane Lott
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itness#2 Printeirrme
State of Florida
County of Indian River
The foregoing instrument was acknowledged before me this/ day of September,2017,by Randy Lott and Diane
Lott,who are personally known to me or have produced /IC' as identification.
SEAL
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Notary Public
Printed Notary Name
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File No.:47083412
LIE
OWNER'S POLICY OF TITLE INSURANCE
(with Florida Modifications)
* Policy Number OXFL-08641307 File Number: 47083412
* * * 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: ATLANTIC55 1ST STREET,STE C OASTAL LAND TITLE COMPANY,LLC OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
CENTERSTATE BANK BLDG,2ND FLR A Stock Company
VERO BEACH,FL 32960
PHONE:(772)569-4364 400 Second Avenue South,Minneapolis,Minnesota 55401
(612)371-1111
By President
Authorized Officer or Licensed Agent
ORT Form 4309 H.
Attest --b14 Secretary
ALTA Owners PolicCyy of Title Insurance 6-17-06(with Florida Modifications)
6.An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice.
7.The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records.
8.Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9.Title being vested other than as stated in Schedule A or being defective
(a)as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws;or
(b)because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records
(i)to be timely,or
(ii)to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has
been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the
Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs,attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the
extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of (b)not Known to the Company,not recorded in the Public
this policy,and the Company will not pay loss or damage,costs, Records at Date of Policy,but Known to the Insured Claimant
attorneys'fees,or expenses that arise by reason of: and not disclosed in writing to the Company by the Insured
Claimant prior to the date the Insured Claimant became an
1. (a)Any law,ordinance,permit,or governmental regulation Insured under this policy;
(including those relating to building and zoning)restricting, (c)resulting in no loss or damage to the Insured Claimant;
regulating,prohibiting,or relating to (d)attaching or created subsequent to Date of Policy;or
(e)resulting in loss or damage that would not have been
(i)the occupancy,use,or enjoyment of the Land; sustained if the Insured Claimant had paid value for the Title.
(ii)the character,dimensions,or location of any
improvement erected on the Land; 4.Any claim,by reason of the operation of federal bankruptcy,state
(iii)the subdivision of land;or insolvency,or similar creditors'rights laws,that the transaction
(iv)environmental protection; vesting the Title as shown in Schedule A,is
or the effect of any violation of these laws, (a)a fraudulent conveyance or fraudulent transfer;or
ordinances,or governmental regulations. This (b)a preferential transfer for any reason not stated in Covered
Exclusion 1(a)does not modify or limit the Risk 9 of this policy.
coverage provided under Covered Risk 5.
(b)Any governmental police power. This Exclusion 1(b)does 5.Any lien on the Title for real estate taxes or assessments imposed
not modify or limit the coverage provided under Covered Risk 6. by governmental authority and created or attaching between Date
of Policy and the date of recording of the deed or other instrument
2.Rights of eminent domain.This Exclusion does not modify or limit of transfer in the Public Records that vests Title as shown in
the coverage provided under Covered Risk 7 or 8. Schedule A.
3.Defects,liens,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 6-17-06(with Florida Modifications(
Page 2
CONDITIONS
1.DEFINITION OF TERMS purchase,lease,or lend if there is a contractual condition requiring
The following terms when used in this policy mean: the delivery of marketable title.
(a)"Amount of Insurance": The amount stated in Schedule A,as may 2. CONTINUATION OF INSURANCE
be increased or decreased by endorsement to this policy,increased
by Section 8(b),or decreased by Sections 10 and 11 of these Conditions. The coverage of this policy shall continue in force as of Date of
(b)"Date of Policy": The date designated as"Date of Policy"in Policy in favor of an Insured,but only so long as the Insured retains
Schedule A. an estate or interest in the Land,or holds an obligation secured by
a purchase money Mortgage given by a purchaser from the Insured,
(c)"Entity": A corporation,partnership,trust,limited liability
company,or other similar legal entity. or only so long as the Insured shall have liability by reason of
warranties in any transfer or conveyance of the Title. This policy
(d)"Insured": The Insured named in Schedule A. shall not continue in force in favor of any purchaser from the
(i)The term"Insured"also includes Insured of either(i)an estate or interest in the Land,or(ii)an
(A)successors to the Title of the Insured by operation of law as obligation secured by a purchase money Mortgage given to the
distinguished from purchase,including heirs,devisees,survivors, Insured.
personal representatives,or next of kin;
(B)successors to an Insured by dissolution,merger,consolidation, 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
distribution,or reorganization; The Insured shall notify the Company promptly in writing(i)in case
(C)successors to an Insured by its conversion to another kind of of any litigation as set forth in Section 5(a)of these Conditions,(ii)
Entity; in case Knowledge shall come to an Insured hereunder of any claim
(0)a grantee of an Insured under a deed delivered without of title or interest that is adverse to the Title,as insured,and that
payment of actual valuable consideration conveying the Title might cause loss or damage for which the Company may be liable
(1)if the stock,shares,memberships,or other equity by virtue of this policy,or(iii)if the Title,as insured,is rejected as
interests of the grantee are wholly-owned by the Unmarketable Title. If the Company is prejudiced by the failure of
named Insured, the Insured Claimant to provide prompt notice,the Company's
(2)if the grantee wholly owns the named Insured, liability to the Insured Claimant under the policy shall be reduced
to the extent of the prejudice.
(3)if the grantee is wholly-owned by an affiliated
Entity of the named Insured,provided the affiliated 4. PROOF OF LOSS
Entity and the named Insured are both wholly-owned In the event the Company is unable to determine the amount of
by the same person or Entity,or loss or damage,the Company may,at its option,require as a condition
(4)if the grantee is a trustee or beneficiary of a trust of payment that the Insured Claimant furnish a signed proof of loss.
created by a written instrument established by the The proof of loss must describe the defect,lien,encumbrance,or
Insured named in Schedule A for estate planning other matter insured against by this policy that constitutes the
purposes. basis of loss or damage and shall state,to the extent possible,the
(ii)With regard to(A),(B),(C),and(D)reserving,however,all rights basis of calculating the amount of the loss or damage.
and defenses as to any successor that the Company would have had 5. DEFENSE AND PROSECUTION OF ACTIONS
against any predecessor Insured.
(e)"Insured Claimant": An Insured claiming loss or damage. (a)Upon written request by the Insured,and subject to the options
contained in Section 7 of these Conditions,the Company,at its
(f)"Knowledge"or"Known": Actual knowledge,not constructive
own cost and without unreasonable delay,shall provide for the
knowledge or notice that may be imputed to an Insured by reason of defense of an Insured in litigation in which any third party asserts
the Public Records or any other records that impart constructive a claim covered by this policy adverse to the Insured.This obligation
notice of matters affecting the Title. is limited to only those stated causes of action alleging matters
(g)"Land": The land described in Schedule A,and affixed improvements insured against by this policy. The Company shall have the right to
that by law constitute real property. The term"Land"does not select counsel of its choice(subject to the right of the Insured to
include any property beyond the lines of the area described in object for reasonable cause)to represent the Insured as to those
Schedule A,nor any right,title,interest,estate,or easement in stated causes of action. It shall not be liable for and will not pay
abutting streets,roads,avenues,alleys, lanes,ways,or waterways, the fees of any other counsel. The Company will not pay any fees,
but this does not modify or limit the extent that a right of access to costs,or expenses incurred by the Insured in the defense of those
and from the Land is insured by this policy. causes of action that allege matters not insured against by this policy.
(h)"Mortgage": Mortgage,deed of trust,trust deed,or other security (b)The Company shall have the right,in addition to the options
instrument,including one evidenced by electronic means authorized contained in Section 7 of these Conditions,at its own cost,to
by law. institute and prosecute any action or proceeding or to do any
other act that in its opinion may be necessary or desirable to
(i)"Public Records": Records established under state statutes at establish the Title,as insured,or to prevent or reduce loss or
Date of Policy for the purpose of imparting constructive notice of damage to the Insured. The Company may take any appropriate
matters relating to real property to purchasers for value and without action under the terms of this policy,whether or not it shall be
Knowledge. With respect to Covered Risk 5(d),"Public Records" liable to the Insured. The exercise of these rights shall not be an
shall also include environmental protection liens filed in the records admission of liability or waiver of any provision of this policy.
of the clerk of the United States District Court for the district where If the Company exercises its rights under this subsection,it must
the Land is located. do so diligently.
(j)"Title": The estate or interest described in Schedule A. (c)Whenever the Company brings an action or asserts a defense
(k)"Unmarketable Title":Title affected by an alleged or apparent as required or permitted by this policy,the Company may pursue
matter that would permit a prospective purchaser or lessee of the the litigation to a final determination by a court of competent
Title or lender on the Title to be released from the obligation to jurisdiction,and it expressly reserves the right,in its sole
ORT Form 4309 FL discretion,to appeal any adverse judgment or order.
ALTA Owners Policy of Title Insurance 6-17-06 with Florida Modifications) Page 3
CONDITIONS(con't)
6. DUTY OF INSURED CLAIMANT TO COOPERATE policy.In addition,the Company will pay any costs,attorneys'fees,
(a)In all cases where this policy permits or requires the Company and expenses incurred by the Insured Claimant that were authorized
to prosecute or provide for the defense of any action or proceeding by the Company up to the time of payment and that the Company is
and any appeals,the Insured shall secure to the Company the right obligated to pay;or
to so prosecute or provide defense in the action or proceeding, (ii)to pay or otherwise settle with the Insured Claimant the loss or
including the right to use,at its option,the name of the Insured for damage provided for under this policy,together with any costs,
this purpose. Whenever requested by the Company,the Insured, attorneys'fees,and expenses incurred by the Insured Claimant that
at the Company's expense,shall give the Company all reasonable were authorized by the Company up to the time of payment and that
aid(i)in securing evidence,obtaining witnesses,prosecuting or the Company is obligated to pay.
defending the action or proceeding,or effecting settlement,and
(ii)in any other lawful act that in the opinion of the Company may Upon the exercise by the Company of either of the options provided
be necessary or desirable to establish the Title or any other matter for in subsections(b)(i)or(ii),the Company's obligations to the
as insured. If the Company is prejudiced by the failure of the Insured under this policy for the claimed loss or damage,other than
Insured to furnish the required cooperation,the Company's obligations the payments required to be made,shall terminate,including any
to the Insured under the policy shall terminate,including any liability or obligation to defend,prosecute,or continue any
liability or obligation to defend,prosecute,or continue any litigation, litigation.
with regard to the matter or matters requiring such cooperation.
(b)The Company may reasonably require the Insured Claimant to 8.DETERMINATION AND EXTENT OF LIABILITY
submit to examination under oath by any authorized representative This policy is a contract of indemnity against actual monetary loss or
of the Company and to produce for examination,inspection,and damage sustained or incurred by the Insured Claimant who has suffered
copying,at such reasonable times and places as may be designated loss or damage by reason of matters insured against by this policy.
by the authorized representative of the Company,all records,in (a)The extent of liability of the Company for loss or damage under
whatever medium maintained,including books,ledgers,checks, this policy shall not exceed the lesser of
memoranda,correspondence,reports,e-mails,disks,tapes,and (i)the Amount of Insurance;or
videos whether bearing a date before or after Date of Policy,that (ii)the difference between the value of the Title as insured and the
reasonably pertain to the loss or damage. Further,if requested by value of the Title subject to the risk insured against by this policy.
any authorized representative of the Company,the Insured Claimant (b)If the Company pursues its rights under Section 5 of these
shall grant its permission,in writing,for any authorized representative Conditions and is unsuccessful in establishing the Title,as insured,
of the Company to examine,inspect,and copy all of these records (i)the Amount of Insurance shall be increased by 10%,and
in the custody or control of a third party that reasonably pertain to (ii)the Insured Claimant shall have the right to have the loss or
the loss or damage. All information designated as confidential by damage determined either as of the date the claim was made by
the Insured Claimant provided to the Company pursuant to this the Insured Claimant or as of the date it is settled and paid.
Section shall not be disclosed to others unless,in the reasonable (c)In addition to the extent of liability under(a)and(b),the Company
judgment of the Company,it is necessary in the administration of will also pay those costs,attorneys'fees,and expenses incurred in
the claim. Failure of the Insured Claimant to submit for examination accordance with Sections 5 and 7 of these Conditions.
under oath,produce any reasonably requested information,or
grant permission to secure reasonably necessary information from 9.LIMITATION OF LIABILITY
third parties as required in this subsection,unless prohibited by (a)If the Company establishes the Title,or removes the alleged
law or governmental regulation,shall terminate any liability of the defect, lien,or encumbrance,or cures the lack of a right of access
Company under this policy as to that claim. to or from the Land,or cures the claim of Unmarketable Title,all as
insured,in a reasonably diligent manner by any method,including
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; litigation and the completion of any appeals,it shall have fully
TERMINATION OF LIABILITY performed its obligations with respect to that matter and shall not
In case of a claim under this policy,the Company shall have the be liable for any loss or damage caused to the Insured.
following additional options: (b)In the event of any litigation,including litigation by the Company
(a)To Pay or Tender Payment of the Amount of Insurance. or with the Company's consent,the Company shall have no liability
To pay or tender payment of the Amount of Insurance under this for loss or damage until there has been a final determination by a
policy together with any costs,attorneys'fees,and expenses court of competent jurisdiction,and disposition of all appeals,
incurred by the Insured Claimant that were authorized by the adverse to the Title,as insured.
Company up to the time of payment or tender of payment and that (c)The Company shall not be liable for loss or damage to the
the Company is obligated to pay. Insured for liability voluntarily assumed by the Insured in settling
Upon the exercise by the Company of this option,all liability and any claim or suit without the prior written consent of the Company.
obligations of the Company to the Insured under this policy,other
than to make the payment required in this subsection,shall terminate, 10.REDUCTION OF INSURANCE;REDUCTION OR TERMINATION
including any liability or obligation to defend,prosecute,or contin- OF LIABILITY
ue any litigation. All payments under this policy,except payments made for costs,
(b)To Pay or Otherwise Settle With Parties Other Than the Insured attorneys'fees,and expenses,shall reduce the Amount of Insurance
or With the Insured Claimant. by the amount of the payment.
(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 Modifications) Page 4
CONDITIONS(con't)
11.LIABILITY NONCUMULATIVE 15.LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE
The Amount of Insurance shall be reduced by any amount the Company CONTRACT
pays under any policy insuring a Mortgage to which exception is taken (a)This policy together with all endorsements,if any,attached to it
in Schedule B or to which the Insured has agreed,assumed,or taken by the Company is the entire policy and contract between the
subject,or which is executed by an Insured after Date of Policy and Insured and the Company. In interpreting any provision of this
which is a charge or lien on the Title,and the amount so paid shall be policy,this policy shall be construed as a whole.
deemed a payment to the Insured under this policy. (b)Any claim of loss or damage that arises out of the status of the
Title or by any action asserting such claim whether or not based on
12.PAYMENT OF LOSS negligence shall be restricted to this policy.
When liability and the extent of loss or damage have been definitely (c)Any amendment of or endorsement to this policy must be in
fixed in accordance with these Conditions,the payment shall be made writing and authenticated by an authorized person,or expressly
within 30 days. incorporated by Schedule A of this policy.
(d)Each endorsement to this policy issued at any time is made a
13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT part of this policy and is subject to all of its terms and provisions.
(a)Whenever the Company shall have settled and paid a claim Except as the endorsement expressly states,it does not(i)modify
under this policy,it shall be subrogated and entitled to the rights of any of the terms and provisions of the policy,(ii)modify any prior
the Insured Claimant in the Title and all other rights and remedies endorsement,(iii)extend the Date of Policy,or(iv)increase the
in respect to the claim that the Insured Claimant has against any Amount of Insurance.
person or property,to the extent of the amount of any loss,costs,
attorneys'fees,and expenses paid by the Company. If requested 16.SEVERABILITY
by the Company,the Insured Claimant shall execute documents to In the event any provision of this policy,in whole or in part,is held
evidence the transfer to the Company of these rights and remedies. invalid or unenforceable under applicable law,the policy shall be
The Insured Claimant shall permit the Company to sue,compromise, deemed not to include that provision or such part held to be invalid,but
or settle in the name of the Insured Claimant and to use the name all other provisions shall remain in full force and effect.
of the Insured Claimant in any transaction or litigation involving
these rights and remedies. 17.CHOICE OF LAW;FORUM
If a payment on account of a claim does not fully cover the loss of (a)Choice of Law: The Insured acknowledges the Company has
the Insured Claimant,the Company shall defer the exercise of its underwritten the risks covered by this policy and determined the
right to recover until after the Insured Claimant shall have recovered premium charged therefor in reliance upon the law affecting interests
its loss. in real property and applicable to the interpretation,rights,remedies,
(b)The Company's right of subrogation includes the rights of the or enforcement of policies of title insurance of the jurisdiction
Insured to indemnities,guaranties,other policies of insurance,or where the Land is located.
bonds,notwithstanding any terms or conditions contained in those Therefore,the court or an arbitrator shall apply the law of the
instruments that address subrogation rights. jurisdiction where the Land is located to determine the validity of
claims against the Title that are adverse to the Insured and to
14.ARBITRATION interpret and enforce the terms of this policy. In neither case shall
Unless prohibited by applicable law,arbitration pursuant tothe Title the court or arbitrator apply its conflicts of law principles to deter-
Insurance Arbitration Rules of the American Arbitration Association mine the applicable law.
may be demanded if agreed to by both the Company and the Insured at (b)Choice of Forum: Any litigation or other proceeding brought by
the time of a controversy or claim.Arbitrable matters may include,but the Insured against the Company must be filed only in a state or
are not limited to,any controversy or claim between the Company and federal court within the United States of America or its territories
the Insured arising out of or relating to this policy,and service of the having appropriate jurisdiction.
Company in connection with its issuance or the breach of a policy
provision or other obligation.Arbitration pursuant to this policy and 18.NOTICES,WHERE SENT
under the Rules in effect on the date the demand for arbitration is Any notice of claim and any other notice or statement in writing
made or,at the option of the Insured,the Rules in effect at Date of required to be given to the Company under this policy must be given to
Policy shall be binding upon the parties.The award may include the Company at 400 Second Avenue South, Minneapolis,
attorneys'fees only if the laws of the state in which the Land is Minnesota 55401-2499,Phone:612-371-1111.
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 Title Insurance 6-17-06(with Florida Modifications)
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
** * *.
File No.: 47083412 Policy No.: OXFL-08641307
Address Reference: 7425 66th Avenue, Vero Beach, Florida 32967
Amount of Insurance: $320,000.00 Premium: $1,675.00
Date of Policy: 9/25/2017 @ 9:05 AM
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:
The North 1/2 of Tract 8 in Section 6, Township 32 South, Range 39 East, Indian River Farms
Company Subdivision, according to the plat thereof, as recorded in Plat Book 2, Page 25, Public
Records of St. Lucie County, said land now lying and being in Indian River County, Florida. LESS
AND EXCEPT alt that land described in Official Records Book 2319, Page 147, Public Records of
Indian River County, Florida.
Atlantic Coastal Land Title Company, LLC Old Republic National Title Insurance
Company
400 Second Avenue South,Minneapolis,Minnesota,55401(612)371-1111
t0p4
Authorized Signatory
ORT Form 4309 FL A
Schedule A for ALTA Owners Policy of Title Insurance 6-17-06
Agent File No.:47083412
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
OWNER'S POLICY
Schedule B
File No.:47083412 Policy No.:OXFL-08641307
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 lien claims, if any, where no notice thereof
appears of record.
4. Easements, or claims of easements, not recorded in the 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, canals, ditched, and rights of way and other
matters contained on the Plat of Indian River Farms Company Subdivision, as recorded in Plat Book
2, Page 25, Public Records of St. Lucie County, Florida; said lands now lying and being in Indian
River County, Florida.
8. Any and all unrecorded leases, rights of tenants thereunder, and rights of parties claiming by,through
or under said tenants.
ORT Form 4309 for ALTA Owners Policy of Title Insurance 6-17-06
Agent File No.:47083412