HomeMy WebLinkAbout2017-193 AGREEMENT TO PURCHASE, SELL, REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
G & TLLC
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 21 day of November , 2017, by and between Indian
River County, a political subdivision of the State of Florida ("the County"), and G &T LLC,
("the Seller") who agree as follows:
WHEREAS, Seller owns property located at 1612 20th Street,Vero Beach, FL 32960
and 2015 16th Avenue, Vero Beach, FL 32960. A legal description of the properties is
attached to this agreement as Exhibit "A" and incorporated by reference herein; and
WHEREAS,the County is purchasing the property for a future parking purposes and
expansion near the Indian River County Courthouse; and
WHEREAS, in order to proceed with future expansion, the County needs to
purchase properties located 1612 20th Street, Vero Beach, FL 32960 and 2015 16th
Avenue, Vero Beach, FL 32960; and
WHEREAS, the Seller contacted the County to purchase the parcels of
approximately 0.28 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 the certain parcels of real property located at 1612 20th Street, Vero
Beach, FL 32960 and 2015 16th Avenue, Vero Beach, FL 32960. A legal description of the
properties is attached as Exhibit "A", fee simple, containing approximately 0.28 acres, 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 located at 1612 20th Street shall be$350,000.00 (Three Hundred Fifty Thousand
and 00/100 Dollars). The purchase price ("Purchase Price") for the Property located at
2015 16th Avenue shall be $100,000.00 (One Hundred Thousand and 00/100 Dollars).
The Purchase Price shall be paid to Seller 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 and the duly authorized representative of the County executes
the Agreement. The Parties hereby acknowledge and agree that the Seller has executed
the Agreement prior to the County's counter execution in order to accommodate the
County's approval process. The Parties further agree that in the event that the County fails
to deliver this Agreement fully executed to Seller via certified mail with signature receipt
confirmation within 30 days from the date Seller executed the Agreement, that this
Agreement shall be null and void, the Parties be released from the Agreement and neither
Party shall have any further obligation to the other.
3. Title. Seller shall convey marketable title to the Property by special 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 commercially reasonable 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) accept
title subject to existing defects and proceed to closing. Notwithstanding the foregoing, in
no event shall Seller be required to incur costs greater than $1,000 related to Seller's best
efforts to cure title defects.
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 To the best of Seller's knowledge, 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; or
(iii) obtain specific performance of the terms and conditions hereof.
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 15 days following the Full Execution ("Execution") of the contract by
the Parties. Execution shall be the date that the County executes the Agreement. The
parties agree that the Closing shall be as follows:
(a) The Seller shall execute and deliver to the County a special 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,
not to exceed the $1,000 limit imposed in Paragraph 3 herein, except for Real Estate
Taxes owed on the Property by Seller that have not been paid as of the day of Closing.
(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 has no personal property on the Property. The County hereby
acknowledges that the Property is currently rented to and in possession of Robert C. Clark
("Tenant"), who currently has an Agreement to Lease ("Lease"), the term of which has
expired, but continues on a month-to-month basis.
7.2 Seller shall deliver at Closing all keys to locks and codes to access devices, to the
extent they are in Seller's possession, to County, if applicable.
7.3 Addendum.
Seller to provide documentation listed in Exhibit "B" Addendum to Agreement to
Purchase, Sell and Lease Real Estate prior to closing.
8. Closing Costs; Expenses. County shall be responsible for preparation of all Closing
documents.
8.1 Seller shall pay the following expenses at or prior to Closing:
8.1.1 The cost of recording the special 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 special warranty deed.
8.1.3 All costs and premiums for the owner's marketability title insurance commitment and
policy, if any.
8.1.4 All costs, not to exceed $1,000, 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 if any.
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: G & T, LLC
500 Loretto Avenue
Coral Gables, FL 33146
Attn: Satira Mekras, Owner
If to County: Indian River County
1801 27th Street
Vero Beach, FL 32960
Attn: Land Acquisition/Monique Filipiak
Either party may change the contact information in Paragraph 9.4 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, the prevailing party, which for purposes of this provision will include the
County and Seller, will be awarded reasonable 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.
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INDIAN RIVER COUNTY, FLOR •• ••••4:1 LLC
B D OF COUNTY COMMIS ER� ':
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'�"�'• •t„.......` •a Mekras, Owner D to / 7
Peter D. O'Bryan, ChaiC-14-2,r n -,t ..*:
Approved by BCC November 21. 2017
ATTEST:
Jeffrey R. Smith, lerk of Court any.
Comptroller
By: Air _�/�/t
Dep 41 , Cler'
Appr• -d: (1 (-11
Mk — ,..„1/
Jason . B own, County Administrator
Approved as to orm d Le Sufficiency:
illiam K. DeBraal, Deputy County Attorney
EXHIBIT "A"
Lot 7, Block 44, of Original Town of Vero (now Vero Beach), according to the plat
thereof, as recorded in Plat Book 2, at Page 12, of the Public Records of St. Lucie
County, Florida, said lands now lying and being in Indian River County, Florida
Commonly known as: 1612 20th Street, Vero Beach, FL 32960
Parcel ID Number: 33-39-02-00001-0440-00007.0
Lot 6, Block 44, Vero Beach, City of Original, according to map or plat thereof as
recorded in Plat Book 2, Page 12 of the Public Records of Indian River County, Florida
Commonly known as: 2015 16th Avenue, Vero Beach, FL 32960
Parcel ID Number: 33-39-02-00001-0440-00006.0
EXHIBIT "B"
Addendum to Agreement to Purchase, Sell, and Lease Real Estate
The Seller agrees to the following terms and conditions as part of the Agreement:
1. Provide the County with a copy of the current lease and amendment for Attorney Robert
C. Clark prior to closing.
2. Statement of 2017 rent (rent roll), security deposits and reconciliation for 2016 prior to
closing.
3. Provide keys and access codes to property at closing, only to the extent they are in
Seller's possession.
4. Execute Assignment of Lease in favor of the County at closing.
1J
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After Recording Return to: RECORQED ELECTRONICALLY
Giselle Bretactio ID?e V/W County !.4/d!A RIti
Best Practices Title,LLC /.
2100 Ponce de Leon Blvd Date/, / Time/O;;%*•4111
Suite 1180
Coral Gables,FL 33134 simplifi e www.simpffile.cgm 800,460.5657
This Instrument Prepared by:
Giselle Breto
Best Practices Title, LLC
2100 Ponce de Leon Blvd
Suite 1180
Coral Gables, FL 33134
as a necessary incident to the fulfillment of conditions
contained in a title insurance commitment issued by it.
Property Appraisers Parcel I.D. (Folio) Number(s):
33390200001044000006.0 and 3339020000104400007.0
File No.: 20171117
SPECIAL WARRANTY DEED
This Special Warranty Deed, Made the 21st day of December, 2017, by G &T LLC, a Florida limited
liability company, having its place of business at: 500 Loretto Avenue, Coral Gables, FL 33146,
hereinafter called the"Grantor", to Indian River County, a political subdivision of the State of Florida,
whose post office address is: 2015 16 Ave., Vero Beach, FL 32960, hereinafter called the "Grantee".
WITNESSETH: That said Grantor, for and in consideration of the sum of Ten Dollars and No Cents
($10.00)and other valuable considerations, receipt whereof is hereby acknowledged, by these presents
does grant, bargain, sell, alien, remise, release, convey and confirm unto the Grantee, all that certain land
situate in Indian River County, Florida, to wit:
Lots 6 and 7, Block 44, Town of Indian River a/k/a Original Town of Vero (now Vero Beach) according to
the plat thereof, as recorded in Plat Book 2. Page 12, of the Public Records of St. Lucie, County, Florida,
said lands now lying and being in Indian River County, Florida.
TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise
appertaining.
To Have and to Hold, the same in fee simple forever.
GRANTOR WILL WARRANT and forever defend the right and title to the above-described real property unto the
Grantee against the claims of all persons, claiming by,through or under Grantor, but not otherwise.
(Wherever used herein the terms "Grantor" and "Grantee" included all the parties to this instrument and the heirs, legal
representatives and assigns of the individuals,and the successors and assigns)
IN WITNESS WHEREOF, Grantor has caused these presents to be executed in its name, and its
corporate seal to be hereunto affixed, by its proper officers thereunto duly authorized, the day and year
first above written.
SIGNED IN THE PRESENCE OF THE FOLLOWING WITNESSES
TWO SEPARATE DISINTERESTED WITNESSES REQUIRED
�"�,� G &T LLC, A FLORIDA LIMITED LIABILITY
Witness Signature�:, 0 COMPANY
Printed Name: IA, 1°
Witness Signature:\ 'Satira A. Mekras
Printed Name: r C i Manager
State of Florida
County of Miami-Dade
The foregoing instrument was acknowledged before me this 21st day of December, 2017 by Satira A.
Mek as a� Managei of" &T LLC, a Florida iirnited iiabiiity company, on Denaif of me company. He/She
is personally known o rr'e or has produced driver license(s) as identification.
')I'(jodMy Commission Expires:
` > 3120170074185 RECORDED IN THE RECORDS OF JEFFREY R SMITH,CLERK OF CIRCUIT COURT INDIAN RIVER CO FL
BK: 3080 PG: 1550,12/26/2017 10:46 AM D DOCTAX PD$3,150.00
After Recording Return to: ,JV — ( V
Gisela Breto
Best Practices Title,LLC i
2100 Ponce de Leon Blvd ( SIAJ
Suite 1180
Coral Gables,FL 33134
This Instrument Prepared by:
Giselle Breto
Best Practices Title,LLC
2100 Ponce de Leon Blvd
Suite 1180
Coral Gables,FL 33134
as a necessary incident to the fulfilment of conditions
contained In a title insurance commitment Issued by It.
Property Appraisers Parcel I.D.(Folio)Number(s):
33390200001044000006.0 and 3339020000104400007.0
File No.: 20171117
SPECIAL WARRANTY DEED
This Special Warranty Deed,Made the 21st day of December,2017,by G&T LLC,a Florida limited
liability company,having its place of business at: 500 Loretto Avenue,Coral Gables,FL 33146,
hereinafter called the"Grantor",to Indian River County,a political subdivision of the State of Florida,
whose post office address is: 2015 16 Ave.,Vero Beach,FL 32960,hereinafter called the"Grantee".
WITNESSETH: That said Grantor,for and in consideration of the sum of Ten Dollars and No Cents
(610.00)and other valuable considerations,receipt whereof is hereby acknowledged,by these presents
does grant,bargain,sell,alien,remise,release,convey and confirm unto the Grantee,all that certain land
situate in Indian River County,Florida,to wit:
Lots 6 and 7,Block 44,Town of Indian River a/k/a Original Town of Vero(now Vero Beach)according to
the plat thereof,as recorded in Plat nook 2.Page 1Z,of the Public Records of St.Lucie,County,Florida,
said lands now lying and being in Indian River County,Florida.
TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise
appertaining.
To Have and to Hold,the same in fee simple forever.
GRANTOR WILL WARRANT and forever defend the right and title to the above-described real property unto the
Grantee against the claims of all persons,claiming by,through or under Grantor,but not otherwise.
(Wherever used herein the terns 'Grantor'and 'Grantee"included all the parties to this instrument and the heirs, legal
representatives and assigns of the individuals,and the successors and assigns)
IN WITNESS WHEREOF, Grantor has caused these presents to be executed in its name, and its
corporate seal to be hereunto affixed, by its proper officers thereunto duly authorized, the day and year
first above written.
SIGNED IN THE PRESENCE OF THE FOLLOWING WITNESSES
TWO SEPARATE DISINTERESTED WITNESSES REQUIRED
2
lG&T LLC,A FLORIDA LIMITED LIABILITY
Witness Signature: C MPANY ��%
.�
Printed Name: 'Sf�C.2�-CT°• �
Witness Signatures Satira A.Mekras
Printed Name:\I•r ' f• 1 Tr'--t_ Manager
State of Florida
County of Miami-Dade
The foregoing instrument was acknowledged before me this 21st day of December, 2017 by Satira A.
Mekras as Manager of &T LLC,a Florida limited liability company,on behalf of the company. He/She
is personally known or has produced driver license(s)as identification.
My Commission Expires:
Notary P lc Signature (SEAL)
Printed Name:
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IIYCOMalB810Nft00150270
R7 DOft Now*" 2021
L.', Boded Thu Ildry At*Wetiers
File No.: 20171117 Page 1 of 1
WESTCOR POLICY NO.
LAND TITLE INSURANCE COMPANY OP-25-FL1394-6372758
OWNER'S POLICY OF TITLE INSURANCE
(with Florida Modifications)
ISSUED BY
WESTCOR LAND 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, Westcor Land Title Insurance Company,a South Carolina 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:
I.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.
COVERED RISKS CONTINUED ON NEXT PAGE
In Witness Whereof,WESTCOR LAND 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 signa-
tory of the Company.
WESTCOR LAND TITLE INSURANCE COMPANY
Issued By: FL1394 * 48083633
Atlantic Coastal Land Title Company, LLC ^^^^ /�
By: A/ Q tO AA
855 21st Street, Suite C
Vero Beach, FL 32960 'M EAL /reside t
1993
BB�aYY
YS cd' 1
*la,,aa Attest: ,. ---
llllll
Secret, y
OP-25 ALTA Owners Policy of Title Insurance 6-17-06(with FLORIDA Modifications)(WLTIC Edition 12/1/17) Page 1
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 zon-
ing)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.
6.An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforce-
ment 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 at-
tached 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 (a) created, suffered, assumed, or agreed to by the Insured
of this policy,and the Company will not pay loss or damage,costs, Claimant;
attorneys'fees,or expenses that arise by reason of: (b)not Known to the Company,not recorded in the Public Re-
1.(a)Any law,ordinance,permit,or governmental regulation cords at Date of Policy,but Known to the Insured Claimant
(including those relating to building and zoning)restricting,regular and not disclosed in writing to the Company by the Insured
prohibiting, elor relating to Claimant prior to the date the Insured Claimant became an
ing, Insured under this policy;
(i)the occupancy,use,or enjoyment of the Land; (c)resulting in no loss or damage to the Insured Claimant;
(ii)the character,dimensions,or location of any improve (d)attaching or created subsequent to Date of Policy;or
ment erected on the Land;
(iii)the subdivision of land;or (e)resulting in loss or damage that would not have been sus-
tained if the Insured Claimant had paid value for the Title.
(iv)environmental protection; 4.Any claim,by reason of the operation of federal bankruptcy,state
or the effect of any violation of these laws, ordinances, insolvency,or similar creditors'rights laws,that the transaction
or governmental regulations. This Exclusion 1(a) does vesting the Title as shown in Schedule A,is
not modify or limit the coverage provided under Covered (a)a fraudulent conveyance or fraudulent transfer;or
Risk 5.
(b)Any governmental police power.This Exclusion 1(b)does not (b)a preferential transfer for any reason not stated in Covered
modify or limit the coverage provided under Covered Risk 6. Risk 9 of this policy.
2. Rights of eminent domain. This Exclusion does not modify or 5.Any lien on the Title for real estate taxes or assessments imposed
by governmental authority and created or attaching between
limit the coverage provided under Covered Risk 7 or 8.
Date of Policy and the date of recording of the deed or other
3.Defects,liens,encumbrances,adverse claims,or other matters instrument of transfer in the Public Records that vests Title as
shown in Schedule A.
OP-25 ALTA Owners Policy of Title Insurance 6-17-06(with FLORIDA Modifications)(WLTIC Edition 12/1/17) Page 2
CONDITIONS
1.DEFINITION OF TERMS without Knowledge.With respect to Covered Risk 5(d),"Public
The following terms when used in this policy mean: Records"shall also include environmental protection liens filed
in the records of the clerk of the United States District Court
(a)"Amount of Insurance":The amount stated in Schedule A, as for the district where the Land is located.
may be increased or decreased by endorsement to this policy,
increased by Section 8(b),or decreased by Sections 10 and 11 (J)"Title":The estate or interest described in Schedule A.
of these Conditions. (k)"Unmarketable Title":Title affected by an alleged or apparent
(b)"Date of Policy": The date designated as"Date of Policy" in matter that would permit a prospective purchaser or lessee of
Schedule A. the Title or lender on the Title to be released from the obligation
to purchase, lease, or lend if there is a contractual condition
(c) "Entity": A corporation, partnership, trust, limited liability requiring delivery of marketable title.
company,or other similar legal entity.
(d)"Insured":The Insured named in Schedule A. 2.CONTINUATION OF INSURANCE
(i)The term"Insured"also includes 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
(A)successors to the Title of the Insured by operation of an estate or interest in the Land,or holds an obligation secured by a
law as distinguished from purchase, including heirs, purchase money Mortgage given by a purchaser from the Insured,
devisees, survivors, personal representatives, or next or only so long as the Insured shall have liability by reason of war-
of kin; rarities in any transfer or conveyance of the Title.This policy shall
(B)successors to an Insured by dissolution, merger, con- not continue in force in favor of any purchaser from the Insured
solidation,distribution,or reorganization; of either(i)an estate or interest in the Land,or(ii)an obligation
(C)successors to an Insured by its conversion to another
secured by a purchase money Mortgage given to the Insured.
kind of Entity; 3.NOTICE OF CLAIM TO BE GIVEN BY INSURED
(D)a grantee of an Insured under a deed delivered without CLAIMANT
payment of actual valuable consideration conveying the The Insured shall notify the Company promptly in writing(i) in
Title case of any litigation as set forth in Section 5(a)of these Condi-
(1) if the stock, shares,memberships, or other equity tions,(ii)in case Knowledge shall come to an Insured hereunder of
interests of the grantee are wholly-owned by the any claim of title or interest that is adverse to the Title,as insured,
named Insured, and that might cause loss or damage for which the Company may
(2) if the grantee wholly owns the named Insured, be liable by virtue of this policy,or(iii)if the Title,as insured,is
rejected as Unmarketable Title. If the Company is prejudiced by
(3) if the grantee is wholly-owned by an affiliated En- the failure of the Insured Claimant to provide prompt notice,the
tity of the named Insured, provided the affiliated Company's liability to the Insured Claimant under the policy shall
Entity and the named Insured are both wholly- be reduced to the extent of the prejudice.
owned by the same person or Entity,or
4.PROOF OF LOSS
(4) if the grantee is a trustee or beneficiary of a trust
created by a written instrument established by the In the event the Company is unable to determine the amount of loss
Insured named in Schedule A for estate planning or damage,the Company may,at its option,require as a condition
purposes. of payment that the Insured Claimant furnish a signed proof of loss.
The proof of loss must describe the defect,lien,encumbrance,or
(ii)With regard to(A),(B),(C),and(D)reserving,however,all other matter insured against by this policy that constitutes the basis
rights and defenses as to any successor that the Company of loss or damage and shall state,to the extent possible,the basis
would have had against any predecessor Insured. of calculating the amount of the loss or damage.
(e)"Insured Claimant":An Insured claiming loss or damage. 5.DEFENSE AND PROSECUTION OF ACTIONS
(f) "Knowledge" or "Known": Actual knowledge, not construc-
tive knowledge or notice that may be imputed to an Insured by (a)Upon written request by the Insured,and subject to the options
reason of the Public Records or any other records that impart contained in Section 7 of these Conditions, the Company, at
constructive notice of matters affecting the Title. its own cost and without unreasonable delay,shall provide for
the defense of an Insured in litigation in which any third party
(g)"Land":The land described in Schedule A,and affixed improve- asserts a claim covered by this policy adverse to the Insured.
ments that by law constitute real property. The term "Land" This obligation is limited to only those stated causes of action
does not include any property beyond the lines of the area alleging matters insured against by this policy.The Company
described in Schedule A,nor any right,title,interest,estate,or shall have the right to select counsel of its choice(subject to the
easement in abutting streets,roads,avenues,alleys,lanes,ways, right of the Insured to object for reasonable cause)to represent
or waterways,but this does not modify or limit the extent that the Insured as to those stated causes of action. It shall not be
a right of access to and from the Land is insured by this policy. liable for and will not pay the fees of any other counsel.The
(h)"Mortgage":Mortgage,deed of trust,trust deed,or other secu- Company will not pay any fees,costs,or expenses incurred by
rity instrument, including one evidenced by electronic means the Insured in the defense of those causes of action that allege
authorized bylaw. matters not insured against by this policy.
(i) "Public Records": Records established under state statutes at (b)The Company shall have the right, in addition to the options
Date of Policy for the purpose of imparting constructive notice contained in Section 7 of these Conditions,at its own cost,to
of matters relating to real property to purchasers for value and institute and prosecute any action or proceeding or to do any
OP-25 ALTA Owners Policy of Title Insurance 6-17-06(with FLORIDA Modifications)(WLTIC Edition 12/1/17) Page 3
CONDITIONS-CONTINUED
other act that in its opinion may be necessary or desirable to or tender payment of the Amount of Insurance under this policy
establish the Title, as insured,or to prevent or reduce loss or together with any costs,attorneys'fees,and expenses incurred
damage to the Insured.The Company may take any appropri- by the Insured Claimant that were authorized by the Company
ate action under the terms of this policy,whether or not it shall up to the time of payment or tender of payment and that the
be liable to the Insured.The exercise of these rights shall not Company is obligated to pay.
be an admission of liability or waiver of any provision of this
policy.If the Company exercises its rights under this subsection, Upon the exercise by the Company of this option,all liability
it must do so diligently. and obligations of the Company to the Insured under this policy,
other than to make the payment required in this subsection,
(c) Whenever the Company brings an action or asserts a defense shall terminate,including any liability or obligation to defend,
as required or permitted by this policy,the Company may prosecute,or continue any litigation.
pursue the litigation to a final determination by a court of
competent jurisdiction,and it expressly reserves the right, (b)To Pay or Otherwise Settle With Parties Other Than the Insured
in its sole discretion, to appeal any adverse judgment or or With the Insured Claimant.
order. (i)to pay or otherwise settle with other parties for or in the name
6.DUTY OF INSURED CLAIMANT TO COOPERATE of an Insured Claimant any claim insured against under
this policy. In addition, the Company will pay any costs,
(a)In all cases where this policy permits or requires the Company attorneys'fees,and expenses incurred by the Insured Claim-
to prosecute or provide for the defense of any action or proceed- ant that were authorized by the Company up to the time
ing and any appeals,the Insured shall secure to the Company of payment and that the Company is obligated to pay;or
the right to so prosecute or provide defense in the action or (ii)to pay or otherwise settle with the Insured Claimant the loss
proceeding, including the right to use, at its option, the name or damage provided for under this policy,together with any
of the Insured for this purpose. Whenever requested by the costs,attorneys'fees,and expenses incurred by the Insured
Company,the Insured,at the Company's expense,shall give the Claimant that were authorized by the Company up to the
Company all reasonable aid(i)in securing evidence,obtaining time of payment and that the Company is obligated to pay.
witnesses,prosecuting or defending the action or proceeding,
or effecting settlement,and(ii)in any other lawful act that in Upon the exercise by the Company of either of the options provided
the opinion of the Company may be necessary or desirable to for in subsections (b)(i)or(ii),the Company's obligations to the
establish the Title or any other matter as insured.If the Company Insured under this policy for the claimed loss or damage,other than
is prejudiced by the failure of the Insured to furnish the required the payments required to be made,shall terminate,including any li-
cooperation, the Company's obligations to the Insured under ability or obligation to defend,prosecute,or continue any litigation.
the policy shall terminate,including any liability or obligation
8.DETERMINATION AND EXTENT OF LIABILITY
to defend,prosecute,or continue any litigation,with regard to
the matter or matters requiring such cooperation. This policy is a contract of indemnity against actual monetary loss
(b)The Company may reasonably require the Insured Claimant to or damage sustained or incurred by the Insured Claimant who has
suffered loss or damage by reason of matters insured against by
submit to examination under oath by any authorized represents-
tive of the Company and to produce for examination,inspection,
this policy.
and copying, at such reasonable times and places as may be (a)The extent of liability of the Company for loss or damage under
designated by the authorized representative of the Company, this policy shall not exceed the lesser of
all records,in whatever medium maintained,including books, (i)the Amount of Insurance;or
ledgers,checks,memoranda,correspondence,reports,e-mails, the difference between the value of the Title as insured and
disks,tapes,and videos whether bearing a date before or after (ii)
Date of Policy,that reasonably pertain to the loss or damage. the value of the Title subject to the risk insured against by
Further, if requested by any authorized representative of the this policy.
Company, the Insured Claimant shall grant its permission, in (b)If the Company pursues its rights under Section 5 of these Con-
writing, for any authorized representative of the Company to ditions and is unsuccessful in establishing the Title,as insured,
examine,inspect,and copy all of these records in the custody or (i)the Amount of Insurance shall be increased by 10%,and
control of a third party that reasonably pertain to the loss or dam-
(ii)the Insured Claimant shall have the right to have the loss
age.All information designated as confidential by the Insured or damage determined either as of the date the claim was
Claimant provided to the Company pursuant to this Section shall made by the Insured Claimant or as of the date it is settled
not be disclosed to others unless,in the reasonable judgment of and paid.
the Company,it is necessary in the administration of the claim.
Failure of the Insured Claimant to submit for examination under (c)In addition to the extent of liability under(a)and(b),the Coln-
oath,produce any reasonably requested information,or grant pany will also pay those costs,attorneys'fees,and expenses in-
permission to secure reasonably necessary information from curred in accordance with Sections 5 and 7 of these Conditions.
third parties as required in this subsection, unless prohibited 9.LIMITATION OF LIABILITY
by law or governmental regulation,shall terminate anyliability
of the Company under this policy as to that claim. (a)If the Company establishes the Title, or removes the alleged
defect,lien,or encumbrance,or cures the lack of a right of ac-
7.OPTIONS TO PAY OR OTHERWISE SETTLE cess to or from the Land,or cures the claim of Unmarketable
CLAIMS;TERMINATION OF LIABILITY Title, all as insured, in a reasonably diligent manner by any
In case of a claim under this policy,the Company shall have the method,including litigation and the completion of any appeals,
following additional options: it shall have fully performed its obligations with respect to that
(a)To Pay or Tender Payment of the Amount of Insurance.To pay matter and shall not be liable for any loss or damage caused to
the Insured.
OP-25 ALTA Owners Policy of Title insurance 6-17-06(with FLORIDA Modifications)(WLfIC Edition 12/1/17) Page 4
(b)In the event of any litigation,including litigation by the Com- Arbitration pursuant to this policy and under the Rules in effect
pany or with the Company's consent,the Company shall have on the date the demand for arbitration is made or,at the option of
no liability for loss or damage until there has been a final deter- the Insured,the Rules in effect at Date of Policy shall be binding
mination by a court of competent jurisdiction,and disposition upon the parties. The award may include attorneys' fees only if
of all appeals,adverse to the Title,as insured. the laws of the state in which the Land is located permit a court
(c)The Company shall not be liable for loss or damage to the to award attorneys'fees to a prevailing party. Judgment upon the
Insured for liability voluntarily assumed by the Insured in set- award rendered by the Arbitrator(s) may be entered in any court
tling any claim or suit without the prior written consent of the having jurisdiction thereof.
Company. The law of the situs of the land shall apply to an arbitration under
the Title Insurance Arbitration Rules.
10.REDUCTION OF INSURANCE;REDUCTION OR
TERMINATION OF LIABILITY A copy of the Rules may be obtained from the Company upon
request.
All payments under this policy, except payments made for costs,
attorneys'fees,and expenses,shall reduce the Amount of Insurance 15.LIABILITY LIMITED TO THIS POLICY;POLICY
by the amount of the payment. ENTIRE CONTRACT
11.LIABILITY NONCUMULATIVE (a)This policy together with all endorsements,if any,attached to
it by the Company is the entire policy and contract between the
The Amount of Insurance shall be reduced by any amount the Corn- Insured and the Company.In interpreting any provision of this
pany pays under any policy insuring a Mortgage to which exception policy,this policy shall be construed as a whole.
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 (b)Any claim of loss or damage that arises out of the status of the
Policy and which is a charge or lien on the Title,and the amount Title or by any action asserting such claim whether or not based
so paid shall be deemed a payment to the Insured under this policy. on negligence shall be restricted to this policy.
12.PAYMENT OF LOSS (c)Any amendment of or endorsement to this policy must be in
writing and authenticated by an authorized person,or expressly
When liability and the extent of loss or damage have been definitely incorporated by Schedule A of this policy.
fixed in accordance with these Conditions, the payment shall be (d)Each endorsement to this policy issued at any time is made a
made within 30 days. part of this policy and is subject to all of its terms and provi-
13.RIGHTS OF RECOVERY UPON PAYMENT OR sions. Except as the endorsement expressly states, it does not
SETTLEMENT (i) modify any of the terms and provisions of the policy, (ii)
modify any prior endorsement,(iii)extend the Date of Policy,
(a)Whenever the Company shall have settled and paid a claim
or(iv)increase the Amount of Insurance.
under this policy, it shall be subrogated and entitled to the
rights of the Insured Claimant in the Title and all other rights 16.SEVERABILITY
and remedies in respect to the claim that the Insured Claimant In the event any provision of this policy,in whole or in part,is held
has against any person or property,to the extent of the amount invalid or unenforceable under applicable law,the policy shall be
of any loss, costs, attorneys' fees, and expenses paid by the deemed not to include that provision or such part held to be invalid,
Company.If requested by the Company,the Insured Claimant but all other provisions shall remain in full force and effect.
shall execute documents to evidence the transfer to the Com-
pany of these rights and remedies.The Insured Claimant shall 17.CHOICE OF LAW;FORUM
permit the Company to sue,compromise,or settle in the name (a)Choice of Law: The Insured acknowledges the Company has
of the Insured Claimant and to use the name of the Insured underwritten the risks covered by this policy and determined
Claimant in any transaction or litigation involving these rights the premium charged therefor in reliance upon the law affecting
and remedies. interests in real property and applicable to the interpretation,
If a payment on account of a claim does not fully cover the loss rights,remedies, or enforcement of policies of title insurance
of the Insured Claimant,the Company shall defer the exercise of the jurisdiction where the Land is located.
of its right to recover until after the Insured Claimant shall Therefore,the court or an arbitrator shall apply the law of the
have recovered its loss. jurisdiction where the Land is located to determine the validity
(b)The Company's right of subrogation includes the rights of the of claims against the Title that are adverse to the Insured and
Insured to indemnities,guaranties,other policies of insurance, to interpret and enforce the terms of this policy.In neither case
or bonds,notwithstanding any teens or conditions contained shall the court or arbitrator apply its conflicts of law principles
in those instruments that address subrogation rights. to determine the applicable law.
14.ARBITRATION (b)Choice of Forum:Any litigation or other proceeding brought
by the Insured against the Company must be filed only in a
Unless prohibited by applicable law, arbitration pursuant to the state or federal court within the United States of America or its
Title Insurance Arbitration Rules of the American Arbitration As- territories having appropriate jurisdiction.
sociation may be demanded if agreed to by both the Company and
the insured at the time of a controversy or claim.Arbitrable mat- 18.NOTICES,WHERE SENT
ters may include,but are not limited to,any controversy or claim Any notice of claim and any other notice or statement in writing
between the Company and the Insured arising out of or relating required to be given to the Company under this policy must be
to this policy,and service of the Company in connection with its given to the Company at: 875 Concourse Parkway South, Suite
issuance or the breach of a policy provision or other obligation. 200,Maitland,FL 32751.
OP-25 ALTA Owners Policy of Title insurance 6-17-06(with FLORIDA Modifications)(WLTIC Edition 12/1/17) Page 5
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ALTA 6-17-06 OWNER'S POLICY (WITH FLORIDA MODIFICATIONS)
SCHEDULE A
File Number: Policy Number: Date of Policy: Premium: Amount of Insurance:
48083633 OP-25-FL1394- 1/29/2018 @ 9:17 AM $100.00 $3,500.00
6372758
Property Type:
State: Florida, County: INDIAN RIVER
Address Reference: 7555 66th Avenue, Vero Beach, FL 32967
1. Name of Insured:
Indian River County, a Political Subdivision of the State of Florida
2. The estate or interest in the Land that is insured by this policy is: FEE SIMPLE
3. Title is vested in:
Indian River County, a Political Subdivision of the State of Florida
4. The Land referred to in this policy is described as follows:
Right of Way Parcel
All that certain piece, Parcel or Tract of land situate, lying and being a portion of Tract 1,
Section 6, Township 32 South, Range 39 East, according to the last general Plat of lands of
the Indian River Farms Company as recorded in Plat Book 2, Page 25 of the Public Records
of St. Lucie County, Florida, now lying and being in Indian River County, Florida; said lands
being more particularly described as follows, to wit;
Beginning at the Southeast corner of the North 5 acres of the South 15 acres of said Tract 1,
thence, bearing North 89 degrees 43 minutes 25 seconds West, a distance of 42.04 feet to a
point; said point being the beginning of a non tangent curve concave Westerly, having a
radius of 2,917.00 feet, a central angle of 02 degrees 47 minutes 03 seconds, a chord length
of 141.73 feet bearing North 01 degrees 55 minutes 33 seconds East; thence, Northerly along
the arc of said curve, a distance of 141.74 feet to a point; thence, bearing North 00 degrees 32
minutes 02 seconds East, a distance of 28.82 feet to a point on the North line of the North 5
acres of the South 15 acres of said Tract 1, thence, bearing South 89 degrees 43 minutes 25
seconds East along said North line, a distance of 38.60 feet to a point; thence, bearing South
00 degrees 32 minutes 02 seconds West, a distance of 170.48 feet to the Point of Beginning.
Note: This policy is of no force and effect unless Schedule A and Schedule B are attached together with any added pages
incorporated by reference.
OP-25S/ALTA 6-17-06 Owner's Policy Schedule A and B(With Florida Modifications) (WLTIC Edition 1/26/11)
Our File No.:48083633
«.,
ALTA 6-17-06 OWNER'S POLICY (WITH FLORIDA MODIFICATIONS)
Policy No. OP-25-FL1394-6372758
File No.:48083633
SCHEDULE B
EXCEPTIONS FROM COVERAGE
Except as provided in Schedule B - Part II, 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. Rights or claims of parties in possession not shown by the Public Records.
2. Encroachments, overlaps, boundary lines disputes, and other matters which would be disclosed by an
accurate survey and inspection of the premises.
3. Easements or claims of easements not shown by the Public Records.
4. Taxes or special assessments which are not shown as existing liens by the public records.
5. Taxes and assessments for the year 2018 and subsequent years, which are not yet due and payable.
Exceptions Numbered NONE above are hereby deleted
6. Restrictions, reservations, setbacks and easements, if any, as indicated and/or shown on that certain Plat
recorded in Plat Book 2, at Page(s) 25, of the Public Records of Saint Lucie County, Florida.
7. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for
unpaid service charges for service by any water, sewer or gas system supplying the insured land.
Note: This policy is of no force and effect unless Schedule A and Schedule B are attached together with any added pages
incorporated by reference.
OP-25S/ALTA 6-17-06 Owner's Policy Schedule A and B(With Florida Modifications) (WLTIC Edition 1/26/11)
Our File No.:48083633
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