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HomeMy WebLinkAbout2019-010AGREEMENT TO PURCHASE AND SELL REALESTATE �yy /�E—A>2 2-.0/ g THIS AGREEMENT is entered into as of the !. 5 day of-Jam:la+y, 204-9; by and between Indian River County, a political subdivision of the State of Florida, whose address is 1801 27th Street, Vero Beach, FL 32960 ("County"), and Central Groves Corp., a Florida profit corporation, whose address is 606 Azalea Lane, Vero Beach, FL 32963 ("Central"). WHEREAS, Central owns an 18.06 acre parcel of unimproved land located at the northwest corner of 66th Avenue and 69th Street commonly known as the Miami Block as depicted on the aerial photo attached as Exhibit "A"; and WHEREAS, the Miami Block is zoned A-1, Agricultural, up to one residential unit per five acres and lies outside of the Urban Services Boundary; and WHEREAS, County is undertaking a road expansion project consisting of the widening of 66th Avenue north of 49th Street to County Road 510, for which County needs the following parcels: • a 5.45 acre strip of right-of-way along the length of the eastern border of the Central property including a 70' wide parcel along 69th Street on the southern property boarder and a corner clip at the southeast corner of the parcel • a 2.27 acre parcel to be used as a stormwater treatment pond for treatment of stormwater from 66th Avenue in its expanded state; and WHEREAS, in order to avoid the uncertainty of trial and the costs of litigation, the Parties have agreed to purchase and sell the above parcels of property to be used for the second phase of the 66th Avenue Improvement Project. NOW THEREFORE, in consideration of the mutual undertakings herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: Recitals. The above recitals are true and correct and are incorporated herein. 1. Agreement to Purchase and Sell. Central hereby agrees to sell to the County, and the County hereby agrees to purchase from Central, upon the terms and conditions set forth in this Agreement, the entire 18.06 acre parcel of real property referred to as the Miami Block located at the northwest corner of 66th Avenue and 69th Street, Indian River County and more specifically described in Exhibit "B" attached and incorporated by reference herein. 2. Purchase Price; Effective Date. The purchase price (the "Purchase Price") for the Property shall be SIX HUNDRED FIFTY FIVE THOUSAND TWO HUNDRED NINETY EIGHT dollars ($655,298.00). The Purchase Price shall be paid on the Closing Date. The Purchase Price is inclusive of all compensation for damages incurred by Central as a result of the County's proposed take of the Miami Block. The Effective Date of this 1 Agreement shall be the date upon which the County shall have approved the execution of this Agreement, by the Indian River County Board of County Commissioners at a formal meeting of such Board. 3. Title to Miami Block. Central shall convey marketable title to the Miami Block by warranty deed free of claims, liens, easements and encumbrances of record or known to Central; but subject to property taxes for the year of Closing and subject to covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Miami Block. 4.0 County may order an Ownership and Encumbrance Report with respect to the Miami Block. County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, .deliver written notice to Central 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 Central cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Central 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 Central, to: (i) terminate this Agreement, whereupon it shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 5. Representations of Central. 5.1 Central is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title and authority to convey and transfer the Property, which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 5.2 From and after the Effective Date of this Agreement, Central shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the County. 5.3 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 6. Default. 6.1 In the event the Central shall fail to perform any of its obligations hereunder, the County shall be entitled to: (i) terminate this Agreement by written notice delivered to the Central at or prior to the Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain specific performance of 2 the terms and conditions hereof; or (iii) waive Central's default and proceed to Closing. 6.2 In the event of a default by the County, the Central shall be entitled, as its sole remedy hereunder, to terminate this Agreement. Central shall have no claim for specific performance, damages or otherwise against the County. 7. Closing. 7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) Central shall execute and deliver to the County a warranty deed conveying marketable title to the Miami Block, free and clear of all liens and encumbrances and in the condition required by paragraphs 3 and 4 respectively. (b) Central shall have removed all of its personal property and equipment from the Miami Block and shall deliver possession of the Miami Block to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Central is obligated to discharge any encumbrances at or prior to Closing and fails to do so, County may use a portion of Purchase Price funds to satisfy the encumbrances. (d) Central shall deliver to the County an affidavit, in form acceptable to the County, certifying that Central is not a non-resident alien or foreign entity, such that Central and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) Central and the County shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction, including any corrective documents. 7.2. Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. County shall pay the following expenses at Closing: (a) The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. (b) Documentary Stamps required to be affixed to the warranty deed. (c) All costs and premiums for the owner's marketability title insurance commitment and policy, if any. (d) Appraisal costs, Engineering costs, land planner costs and all other expert fees and costs incurred by Central of $22,000.00. The costs shall be paid to Associate's attorney. (f) Attorney's fees and costs of $65,529.80 representing 10% of the purchase price. 3 8. Prorations. All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by Central. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, Central shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the Property. If the Closing Date occurs between January 1 and November 1, Central shall, in accordance with Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 9. Miscellaneous. 9.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 9.2 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered into by Central under the. threat and in lieu of condemnation. 9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between Central and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties. 9.4 Assignment and Binding Effect. Neither County nor Central may assign its rights and obligations under this Agreement without the prior written consent of the other party. The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 9.5 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows: If to Central: If to County: Central Groves Corp. 606 Azalea Lane Vero Beach, FL 32963 Attn: Benjamin F. Bailey, III Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director 4 Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.6 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and the consummation of the transaction provided for herein. The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the other party hereto, its successors and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever. 9.7 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. 9.8. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.9. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.10. Beneficial Interest Disclosure: Since Central is a corporation it 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 Central is a non-public entity, that Central is not required to disclose persons or entities holding Tess than five (5%) percent of the beneficial interest in Central. SIGNATURES ON THE FOLLOWING PAGE 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth below. CENTRAL GROVES CORP. A Florida for profit Corporation BOARD OF COUNTY COMMISSION INDIAN RIVER COUNTY, FLORIDik.., aJ. ;O; &/•:- dat-tp--- By: 1 —40C2A.4 4k. .os in F. Bailey, III, Pr ident Bob Solari, airman %f ''• qN R IVER. . Date Signed: /2-1/3/18 Date Signed: January 15, 2019 BCC appro.ved:January 15, 2019 ATTEST: Jeffrey R. Smith, Clerk of the Court and Co ptroller B Approved as to form and Indian River County Administrator legal sufficiency: William K. DeBraal Deputy County Attorney Approved as to form and c Attorney for Cen ra Corp. 52-01-VER124 By: dtai Jaso :` rown IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth below. CENTRAL GROVES CORP. BOARD OF COUNTY COMMISSIONERS A Florida for profit Corporation INDIAN RIVER COUNTY, FLORIDA By: By. Benjamin F. Bailey, III, President Bob Solari, Chairman Date Signed: Date Signed:, ATTEST: Jeffrey R. Smith, Clerk of the Court and Comptroller By: Deputy Clerk Approved as to form and Indian River County Administrator legal sufficiency: By: William K. DeBraal Jason E. Brown Deputy County Attorney Appr leg ew Diaz Attorney for Central Groves orp. 52-01-VER\24 6 Indian River County, Florida Print Back, Indian River County GIS 111116 Page 1 of 1 i kuua4r 4 ci,n.,igEi rh,-!- it17 32390800009076UUU004.0 1� Parcel D OwnerName PropertyAddress 32390600001016000004.0 CENTRAL GROVES CORP (MIAMI 66TH AV VERO BEACH, FL BLK) 32967 Notes http://www.ircpa.org/PrintMap.aspx 12/11/2018 Exhibit B - Legal Description of the Miami Block Tract 16, less the West 20 acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, page 25, said land now lying and being in Indian River County, Florida; AND the West .245 acres of the East 20.49 acres of Tract 15, and the East .245 acres of the East 20.49 acres of Tract 15, all in Section 6, Township 32. South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, page 25,said land now lying and being in Indian River County, Florida. 7 8 A iL 1 w 0 S 100' GRAPHIC SCALE EAST UNE OF THE WEST 20 ACRES OF TRACT 16 66TH AVENUE PARCEL 113 156.00' S89'29'34"E NORTH LINE TRACT 16 TRACT 16 INDIAN RIVER FARMS CO. PLAT BOOK 2, PAGE 25 (ST, LUCIE) 32390600001016000004.0 ORB 884, PG 289 LINE TABLE LINE LENGTH BEARING L1 30.07 N00'32.02"E L2 50.00 N89'27'58"W S89'22'53"E 1 70.00' 70' NO0'26'24"E 10' TCE 15' TCE- 25' w m cc Ie oo O tc; OG N a W 04 O cV in 0 O ZI 423.04' .t'(0< R/W REZESYZYON LINE 618.93' 69th STREET CANAL A-13 SOUTH LINE SECTION 6 TRACT LINE LEGEND P.O.C. P.O.B. R/W ORB PG TCE FDOT SECT. SECTION LINE EASEMENT LINE PROPERTY LINE PROPOSED RIGHT OF WAY PARCEL RIGHT OF WAY LINE POINT OF • COMMENCEMENT POINT OF BEGINNING RIGHT OF WAY OFFICIAL RECORDS BOOK PAGE TEMPORARY CONSTRUCTION EASEMENT FLORIDA DEPARTMENT OF TRANSPORTATION SECTION EAST LINE OF TRACT 16 PARCEL 113 237,334 SQ.FT. 5.45 ACRES 10 LJ Z _ (w! _ m _ LO 0 u) o "AfrU C•O V)�N o ¢o W ')w O o z z Q LU uJ Z Q U zossc0 N U' — w 50' IN CO 0 m w c0 ZZ J 0 50' 30' 20'-- 10' -� - P.O.B. 130' N89'22'53"W 30,1 P.O.C. S.E. CORNER] SECTION 6 O M L2 J Q J moo This certifies that a legal description and sketch of the property shown hereon was made under my supervision and that this legal description and sketch meets the standords of practice set forth by the F7orido Board of Professional Survoyars and Mappers In Chapter 5J-17, F7or/do Administrative Cade, pursuant to Section 472.027, F7orldo Statutes, and that this drawing Is a true and accurate representation thereof to the best of my knowledge and belief. Subject to notes and notations shown hereon. E.C.• COVETER, P..Ej yrO.7i19 2017 0ATE• Not valid without the signature and the original raised seal of a Florida Licensed Surveyor and Mapper. SCALE 1'..100' OC3a1D7 BY DFD DRAWN BY DFD CHECKED 4Y ECD Kimley>» Horn 4.16c2017 IOMLEY-n RN AND ASSOCIATES. INC. 415 STREET. SUITE taw X110 BEACH, Fl. 320!0 PHONE, 772-704-4100 P50 772-784-4130 WD K&aEY-HORKDOIN DATE 7/10/17 PROJECT NO. 047035041 LEGAL DESCRIPTION AND SKETCH OF PARCEL 113 INDIAN RIVER COUNTY, FLORIDA XHIB I - SHEET NUMBER 1 OF 2 66TH AVENUE PARCEL 113 LEGAL DESCRIPTION RIGHT OF WAY PARCEL ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING A PORTION OF TRACT 16, 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; COMMENCING FOR REFERENCE AT THE SOUTHEAST CORNER OF SAID SECTION 6; THENCE, BEARING NORTH 00'32'02" EAST, ALONG THE EAST LINE OF SAID SECTION 6, A DISTANCE OF 30.07 FEET TO A POINT; THENCE, LEAVING SAID EAST LINE, BEARING NORTH 89'27'58" WEST, A DISTANCE OF 50.00 FEET TO THE POINT AND PLACE OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE, BEARING NORTH 89'22'53" WEST, A DISTANCE OF 618.93 FEET TO A POINT ON THE EAST LINE OF THE WEST 20 ACRES OF. SAID TRACT 16; THENCE, BEARING NORTH 00'26'24" EAST, ALONG SAID EAST LINE, A DISTANCE OF 70.00 FEET TO A POINT; THENCE, LEAVING SAID EAST LINE, BEARING SOUTH 89'22'53" EAST, A DISTANCE OF 423.04 FEET TO A POINT; THENCE, BEARING NORTH 45'34'35" EAST, A DISTANCE OF 56.53 FEET TO A POINT; THENCE, BEARING NORTH 00'32'02" EAST, A DISTANCE OF 1,198.34 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT 16; THENCE, BEARING SOUTH 89'29'34" EAST, ALONG SAID NORTH LINE, A DISTANCE OF 156.00 FEET TO A POINT ON THE EAST LINE OF SAID TRACT 16; THENCE, BEARING SOUTH 00'32'02" WEST, ALONG SAID EAST LINE OF TRACT 16, A DISTANCE OF 1,308.65 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 237,334 SQUARE FEET OR 5.45 ACRES, MORE OR LESS. SUBJECT TO ALL EASEMENTS, CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE. PROPOSED ACQUISITION PARCEL ACREAGE = 5.45 ACRES PORTION OF THE ACQUISITION PARCEL THAT IS ENCUMBERED BY THE FDOT RIGHT-OF-WAY = 0.90 ACRES SURVEYORS NOTES 1) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY, NOT A BOUNDARY RETRACEMENT SURVEY. 2) THE BEARING BASE FOR THIS SURVEY, IS THE EAST LINE OF SECTION 6. SAID LINE BEARS NORTH 00'32'02" EAST. 3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION PROCESSES. 4) THIS LEGAL DESCRIPTION AND SKETCH IS BASED ON THE PRELIMINARY RIGHT OF WAY MAP FOR 6611-1 AVENUE PREPARED BY BURDETTE AND ASSOCIATES, DATED 10-10-06, AS DIRECTED BY INDIAN RIVER COUNTY, FLORIDA. EDAM N/A DEMO4 Tf DFD DRAIN 137 DFD WELLED BY ECD Kimley»> Horn C 2017 KOI EY -HQ AND A!6DAl94 . 440 4114 01172-, emc N 2OAC/l, E, 41 02060 PHONEY 772-794-4100 FAX: 772-794-4130 I1II.10EIEI'-113FD10011 DATE 7/10/17 PROJECT NO. 047035041 LEGAL DESCRIPTION AND SKETCH OF PARCEL 113 INDIAN RIVER COUNTY, FLORIDA SHEET NUMBER 2 OF 2 Drawing name: K: \VRB—Survey\INDIAN RIVER C0\86TH AVENUE\2017-0112 — ReNBad Per IRC\PARCEL 113 — SWMF—R.dwg 113 — SWMF Jul 18, 2017 5:35pm by. Domenic.Durr S89'29'34"E W -CD to O a7 0 1- NORTH LINE TRACT 16 0 S GRAPHIC SCALE 100' S89'22'53"E I 70' 618.93' SOU 69th STREET 3O' SOUTH LINE SECTION 6 CANAL A-13 30' i } P.O.B. N89'29'34'W 50.00' 230.00' N89'29'34'W PARCEL 113 STORMWATER MANAGEMENT FACILITY 98,900 SQ. FT. 2.27 ACRES 32390600001016000004.0 ORB 884, PG 289 10' TCE N89'29'34"W 423.04' R/W RESERVATION LINE 230.00' PROPOSED RAV UNE TRACT LINE TLEGEND SECTION LINE EASEMENT LINE PROPERTY LINE PROPOSED RIGHT OF WAY PARCEL RIGHT OF WAY LINE P.O.C. POINT OF COMMENCEMENT P. 0.B. POINT OF BEGINNING R/W RIGHT OF WAY ORB OFFICIAL RECORDS BOOK TCE TEMPORARY CONSTRUCTION EASEMENT FDOT FLORIDA DEPARTMENT OF TRANSPORTATION SECT. SECTION 156.00' N.E. CORNER TRACT 16 50' 30' 66TH AVENUE PARCEL 113 S TORM WA TER MANAGEMENT FACILITY BASIS OF BEARINGS Q N x — QQ N U 1(1 Nly0 10 20' N89'22'53"W 0 M tr) 66th AVENUE —J —J U IJ P.O.C. S.E. COF2NE SECTION6 I r This certifies that o legal description and sketch of the property shown hereon was mode under my supervision and that this legal description and sketch meets the standards of practice set forth by the Florida Board of Professional Surveyors and Mappers in Chapter 5✓ -17, Florido Administrative Code, pursuant to Section 472.027, F7orido Statutes, and that this drawing is a true and accurate representation thereof to the best of my knowledge and belief. Subject to notes and notations shown hereon E.C. DEMETER. P.S.M.,9 JUL NO. 517 2017 DA 7E. Not valid without the signature and the original raised seal of a F7arlda Licensed Surveyor and Mapper. SCALE 1'=100. DESIGNED BY DFD DRAWN BY OFD CHECKED BY ECD Kimley>» Horn © 2017 KILILEY-HORN AND ASSOCIATES. INC. 446 24111 STREET. SUITE 200. VERO BEACH. FL 32960 9140140 772-794-4100 FAX: 772-794-4130 WNW.KHALEY-HORN.COM DATE 7/10/17 PROJECT NO. 047035041 LEGAL DESCRIPTION AND SKETCH OF PARCEL 113 STORMWATER MANAGEMENT FACILITY INDIAN RIVER COUNTY, FLORIDA SHEET NUMBER 1 OF 2 I EXHIBIT "B" Drawing name: K:\VRB—Survey\INDIAN RIVER CO\86TH AVENUE\2017-0112 — Revised Per IRC\PARCEL 113 — SWMF—R.d 3 113 — SWMF-2 Jul 18, 2017 5:35pm by. Domenic.Durr 66TH AVENUE PARCEL 113 STORM WATER MANA GEMEN T FA CILI TY STORMWATER MANAGEMENT FACILITY LEGAL DESCRIPTION ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING A PORTION OF TRACT 16, 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; COMMENCING FOR REFERENCE AT THE SOUTHEAST CORNER OF SAID SECTION 6; THENCE, BEARING NORTH 00'32'02" EAST, ALONG THE EAST LINE OF SAID SECTION 6, A DISTANCE OF 1338.74 FEET TO A POINT; THENCE, LEAVING SAID EAST LINE, BEARING NORTH 89'29'34" WEST, A DISTANCE OF 50.00 FEET TO THE NORTH EAST CORNER OF TRACT 16; THENCE, BEARING NORTH 89'29'34" WEST, ALONG THE NORTH LINE OF SAID TRACT 16, A DISTANCE OF 156.00 FEET TO THE POINT AND PLACE OF BEGINNING OF THE HEREIN DESCRIBED PARCEL; THENCE, BEARING SOUTH 00'32'02" WEST, A DISTANCE OF 430.00 FEET TO A POINT; THENCE, BEARING NORTH 89'29'34" WEST, A DISTANCE OF 230.00 FEET TO A POINT; THENCE. BEARING NORTH 00'32'02 EAST, A DISTANCE OF 430.00 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT 16; THENCE, BEARING SOUTH 89'29'34" EAST, ALONG THE NORTH LINE OF SAID TRACT 16, A DISTANCE OF 230.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PREMISES CONTAIN AN AREA OF 98.900 SQUARE FEET OR 2.27 ACRES. MORE OR LESS. SUBJECT TO ALL EASEMENTS. CONDITIONS AND RESTRICTIONS AS CONTAINED WITHIN THE CHAIN OF TITLE. SURVEYORS NOTES 1) THIS IS A SKETCH OF LEGAL DESCRIPTION ONLY. NOT A BOUNDARY RETRACEMENT SURVEY. 2) THE BEARING BASE FOR THIS SURVEY, IS THE EAST LINE OF SECTION 6. SAID LINE BEARS NORTH 00'32'02" EAST. 3) THE SCALE OF THIS DRAWING MAY HAVE BEEN DISTORTED DURING REPRODUCTION PROCESSES. 4) THIS LEGAL DESCRIPTION AND SKETCH IS BASED ON THE PRELIMINARY RIGHT OF WAY MAP FOR 66TH AVENUE PREPARED BY BURDETTE AND ASSOCIATES, DATED 10-10-06, AS DIRECTED BY INDIAN RIVER COUNTY, FLORIDA. scAlE N/A DE5101D0 BY DFD DRAWN BY DFD CHECKED BY ECD Kimley>> Horn © 2017 KIMLEY—HORN AND ASSOCIATES. INC. 448 24114 bn,e.,1'. SUITE 200, VERO BEACH. FL 32060 PHONE: 172-724-4100 FAX 772-704-4130 WWW.KOIIEY-8008.COM DATE 7/10/17 PROJECT NO. 047035041 LEGAL DESCRIPTION AND SKETCH OF PARCEL 113 STORMWATER MANAGEMENT FACILITY INDIAN RIVER COUNTY, FLORIDA SHEET NUMBER 2 OF 2 Exhibit C — Legal Description of the Miami Block Tract 16, less the West 20 acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, page 25, said land now lying and being in Indian River County, Florida; AND the West .245 acres of the East 20.49 acres of Tract 15, and the East .245 acres of the East 20.49 acres of Tract 15, all in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, page 25, said land now lying and being in Indian River County, Florida. 7 AGREEMENT TO PURCHASE AND SELL REAL ESTATE 6n 5-CE'7ll3 2 2L'/ ' THIS AGREEMENT is entered into as of the r<. day of- entrary, 291-9 by and between Indian River County, a political subdivision of the State of Florida, whose address is 1801 27th Street, Vero Beach, FL 32960 ("County"), and Central Groves Corp., a Florida profit corporation, whose address is 606 Azalea Lane, Vero Beach, FL 32963 ("Central"). WHEREAS, Central owns an 18.06 acre parcel of unimproved land Located at the northwest corner of 66th Avenue and 69th Street commonly known as the Miami Block as depicted on the aerial photo attached as Exhibit "A"; and WHEREAS, the Miami Block is zoned A-1, Agricultural, up to one residential unit per five acres and lies outside of the Urban Services Boundary; and WHEREAS, County is undertaking 'a road expansion project consisting of the widening of 66th Avenue north of 49th Street to County Road 510, for which County needs the following parcels: • a 5.45 acre strip of right-of-way along the length of the eastern border of the Central property including a 70' wide parcel along 69th Street on the southern property boarder and a corner clip at the southeast corner of the parcel • a 2.27 acre parcel to be used as a stormwater treatment pond for treatment of stormwater from 66th Avenue in its expanded state; and WHEREAS, in order to avoid the uncertainty of trial and the costs of litigation, the Parties have agreed to purchase and sell the above parcels of property to be used for the second phase of the 66th Avenue Improvement Project. NOW THEREFORE, in consideration of the mutual undertakings herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: Recitals. The above recitals are true and correct and are incorporated herein. 1. Agreement to Purchase and Sell. Central hereby agrees to sell to the County, and the County hereby agrees to purchase from Central, upon the terms and conditions set forth in this Agreement, the entire 18.06 acre parcel of real property referred to as the Miami Block located at the northwest corner of 66th Avenue and 69th Street, Indian River County and more specifically described in Exhibit "B" attached and incorporated by reference herein. 2. Purchase Price; Effective Date. The purchase price (the "Purchase Price") for the Property shall be SIX HUNDRED FIFTY FIVE THOUSAND TWO HUNDRED NINETY EIGHT dollars ($655,298.00). The Purchase Price shall be paid on the Closing Date. The Purchase Price is inclusive of all compensation for damages incurred by Central as a result of the County's proposed take of the Miami Block. The Effective Date of this 1 Agreement shall be the date upon which the County shall have approved the execution of this Agreement, by the Indian River County Board of County Commissioners at a formal meeting of such Board. 3. Title to Miami Block. Central shall convey marketable title to the Miami Block by warranty deed free of claims, liens, easements and encumbrances of record or known to Central; but subject to property taxes for the year of Closing and subject to covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Miami Block. 4.0 County may order an Ownership and Encumbrance Report with respect to the Miami Block. County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, deliver written notice to Central 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 Central cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Central 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 Central, to: (i) terminate this Agreement, whereupon it shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 5. Representations of Central. 5.1 Central 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 dear of all liens and encumbrances. 5.2 From and after the Effective Date of this Agreement, Central shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the County. 5.3 There are no existing or pending special assessments affecting the 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. Default. 6.1 In the event the Central shall fail to perform any of its obligations hereunder, the County shall be entitled to: (i) terminate this Agreement by written notice delivered to the Central at or prior to the Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain specific performance of 2 the terms and conditions hereof; or (iii) waive Central's default and proceed to Closing. 6.2 In the event of a default by the County, the Central shall be entitled, as its sole remedy hereunder, to terminate this Agreement. Central shall have no claim for specific performance, damages or otherwise against the County. 7. Closing. 7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) Central shall execute and deliver to the County a warranty deed conveying marketable title to the Miami Block, free and clear of all liens and encumbrances and in the condition required by paragraphs 3 and 4 respectively. (b) Central shall have removed all of its personal property and equipment from the Miami Block and shall deliver possession of the Miami Block to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Central is obligated to discharge any encumbrances at or prior to Closing and fails to do so, County may use a portion of Purchase Price funds to satisfy the encumbrances. (d) Central shall deliver to the County an affidavit, in form acceptable to the County, certifying that Central is not a non-resident alien or foreign entity, such that Central and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) Central and the County shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction, including any corrective documents. 7.2. Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. County shall pay the following expenses at Closing: (a) The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. (b) Documentary Stamps required to be affixed to the warranty deed. (c) All costs and premiums for the owner's marketability title insurance commitment and policy, if any. (d) Appraisal costs, Engineering costs, land planner costs and all other expert fees and costs incurred by Central of $22,000.00. The costs shall be paid to Associate's attorney. (f) Attorney's fees and costs of $65,529.80 representing 10% of the purchase price. 3 8. Prorations. All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by Central. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, Central shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the Property. if the Closing Date occurs between January 1 and November 1, Central shall, in accordance with Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 9. Miscellaneous. 9.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for ail federal court matters. 9.2 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered into by Central under thethreat and in lieu of condemnation. 9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between Central and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties. 9.4 Assignment and Binding Effect. Neither County nor Central may assign its rights and obligations under this Agreement without the prior written consent of the other party. The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 9.5 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows: If to Central: Central Groves Corp. 606 Azalea Lane Vero Beach, FL 32963 Attn: Benjamin F. Bailey, III If to County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director 4 Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.6 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and the consummation of the transaction provided for herein. The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the other party hereto, its successors and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever. 9.7 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. 9.8. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.9. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.10. Beneficial Interest Disclosure: Since Central is a corporation it 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 Central is a non-public entity, that Central is not required to disclose persons or entities holding less than five (5%) percent of the beneficial interest in Central. SIGNATURES ON THE FOLLOWING PAGE 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth below. CENTRAL GROVES CORP. A Florida for profit Corporation By:! .tos- Benja in F. Bailey, III, Prident Date Signed: 121/3//8 ATTEST: Jeffrey R. Smith, Clerk of the Court and Co ptroller De uty C e B BOARD OF COUNTY COMMISSION. INDIAN RIVER COUNTY, FLORID/,1\ By: Bob Solari, airman Date Signed: January 15, 2019 BCC approved:January 15, 2019 Approved as to form and Indian River County Administrator legal sufficiency: William K. DeBraal Deputy County Attorney Approved as to form and Attorney for Cen ra Corp. 52.41-VER124 6 By: dta Jaso : rown IN WITNESS WHEREOF, the undersigned have executed this. Agreement as of the date first set forth below. CENTRAL GROVES CORP. A Florida for profit Corporation BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA By:. By: Benjamin F. Bailey, UI; President Bob Solari, Chairman Date Signed: Date Signed: ATTEST: Jeffrey R. Smith, Clerk of the Court and Comptroller By: Deputy Clerk Approved as to form and Indian River County Administrator legal sufficiency: By: William K DeBraal Jason E. Brown Deputy County Attorney ew Diaz Attorney for Central Groves orp. 52-O1-VER\24 6 , Indian River County, Florida Print j L. Indian River County GIS Page.1 of.1 ParcelID OwnerName. 32390600001016000004.0 CENTRAL GROVES CORP (MIAMI BLK) Notes PropertyAdd cess 66TH AY VERO. BEACH; FL 32967 http://www.ircpa.org/PrintM ap:aspx. 12/11(201S Exhibit B — Legal Description of the Miami Block Tract 16, less the West 20 acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, page 25, said land now lying and being in Indian River County, Florida; AND the West .245 acres of the East 20.49 acres of Tract 15, and the East .245 acres of the East 20.49 acres of Tract 15, all in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Iridian River Farms Company filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, page 25., said land now lying and being in Indian River County, Florida. 7 CLOSING AGREEMENT Seller(s): Central Groves Corp., a Florida corporation Buyer(s): Indian River County, a Political Subdivision of the State of Florida Closing Agent: Atlantic Coastal Land Title Company, LLC Property Location: 66TH AV, Vero Beach, Florida 32966 The undersigned hereby acknowledge(s) and understand that contracts, affidavits, deeds, loan documents and similarly related documents associated with a real estate transaction are legal and binding documents. The closing agent is here to facilitate and close the transaction but does not represent the parties as legal counsel. If at any time I(we) do not understand the meaning and consequences of any document and its terms and obligations, I(we) have been advised not sign any document before the seeking the advice of an attorney. TAX RE -PRORATION AGREEMENT: If the property tax Bill for the year of closing has not been issued by the Tax Collector at the time of closing, then the tax prorations set forth on the closing statement are based upon an estimate, and that the actual taxes for the calendar year in which "closing" takes place could represent an amount substantially different from that upon which the proration was based. If such a difference is realized, the parties agree that upon demand of the other, to, without unreasonable delay, re - prorate said taxes based on the actual amount of the bill rendered, using formulae standard in the industry, and to make an appropriate, monetary adjustment between themselves. The Closing Agent is not responsible to make further adjustments. AGREEMENT TO COOPERATE: If requested by Lender (if any) or Closing Agent, the parties agree to fully cooperate and adjust for clerical errors, including the execution or re-execution of any reasonable document and/or the remittance of any additional sum. The parties further agree that any amounts of money due others for services rendered in conjunction with subject "closing" (such as balances owed to existing mortgagees, loan costs .associated with a new mortgage, survey, termite or roof inspection fees, or other such costs or fees due), not collected or paid for out of closing funds, remain the responsibility of the contracting party to so pay, and the collection and remittance of such fees, costs or indebtedness by the closing agent is a courtesy service provided by the closing agent, with the contracting party remaining liable for payment of any such fees, or shortages, not collected from the obligated party coincident to the "closing". HOMEOWNER'S / CONDOMINIUM ASSOCIATION(S) (IF APPLICABLE): The Buyer acknowledges the existence of any homeowners and/or condominium association(s) and is aware that monthly, quarterly or annual maintenance assessments may be due to said association(s). Said association(s) may also have the authority to regulate and enforce community covenants and restrictions. PROPERTY CONDITION: Closing Agent does not make any representations or warranties nor assume any liability with respect to the physical condition of the property, and any repairs to the property. SURVEY(IF REQUIRED OR OBTAINED): The Buyer hereby acknowledges receipt of a copy of any survey prepared for the subject transaction. The Buyer has reviewed said survey and accepts title subject to the matters set forth on said survey. CLOSING/SETTLEMENT STATEMENT: Closing Agent does not adjust and/or assume liability for charges for water, rents, gas, electricity, taxes on personal property, garbage taxes or fees, license taxes, association assessments or dues, or estoppel information furnished by mortgagees or others. Sometimes recording fees and courier/express mail fees may vary due to the unknown amounts at the time of closing. Therefore, the parties acknowledge hereto, that monies collected for recording and courier/express mail fees may be more or less than the amount collected on the closing statement. Any shortfalls or overages Page I of 2 File No.: 49084389 LTF shall be considered the cost of doing business. Closing Agent will neither refund or collect said differences The closing/settlement statement has been reviewed and approved, and the Closing Agent is irrevocably authorized to make disbursements in accordance therewith. CURRENT MORTGAGES AND REAL ESTATE TAXES: The Seller acknowledges that the payoff statement received by the Closing Agent from the current mortgagees may be subject to final audit after receipt of the payoff funds resulting in a demand by said mortgagee for additional funds and Seller agrees to hold Atlantic Coastal Land Title Company, LLC harmless for the loss or damage incurred due to any inaccurate payoff balance whether in writing or given verbally and agrees to pay the shortage immediately to Atlantic Coastal Land Title Company, LLC. I'he Seller further agrees that responsibility for unpaid real property taxes and/or assessments not collected or prorated coincident to closing, notwithstanding any error or omission on behalf of the closing agent in reporting, collecting, or discovering same, shall remain the responsibility of Seller. PARTIES: "Seller" and "Buyer" indicate singular or plural, as the context so requires or admits. Cent 1 Grow Cop. = . ,-- Benjamin F. Bailey, ITt; President - Seller Date: Indian Rivet Co n William K. DeBraal, Deputy County Attorney - Buyer Date: i-.3(' ( t Date: Date: Address: SELLER(S) ADDRESS AND PHONE NUMBER(S) AFTER CLOSING Phone Number(s) Home: E -Mail Address: File No.: 49084389 Work: Other: Page 2 of 2 L rF Prepared by and return to: Atlantic Coastal Land Title Company, LLC 855 21st Street, Suite C Vero Beach, Florida 32960 File Number: 49084389 Folio Number: 32390600001016000004.0 CORPORATE OWNER/SELLER AFFIDAVIT The undersigned, as President of Central Groves Corp., a Florida corporation, (hereinafter Affiant) being first duly sworn, deposes and says that Affiant has personal'mowledge of the following facts: 1. I am President of Central Groves Corp., a Florida corporation hereinafter referred to as "Entity". 2. That Entity is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations under the Internal Revenue Code). 3. That Entity's U.S. employer Identification Number is: 4. The Entity's Office Address is: P. O. Box 643426, Vero Beach, FL 32964. 5. That Entity owns the property described as follows: Legal Description of the Miami Block Tract 16, Less the West 20 Acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St, Lucie County, Florida, in Plat Book 2, Page 25, said land now lying and being in Indian River County, Florida; AND the West .245 Acres of the East 20.49 Acres of Tract 15, and the East .245 Acres of the East 20.49 Acres of Tract 15, all in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, Page 25, said land now Lying and being in Indian River County, Florida. And it's possession thereof has been peaceable and undisturbed and the title to said property has never been disputed or questioned to my knowledge, nor do I know of any facts by reason of which the title to, or possession of said property might be disputed or questioned, or by reason of which any claim to any said property might be asserted adversely to Central Groves Corp., a Florida corporation. 6. There are no tenancies, leases or occupants. 7. No proceeding in any bankruptcy or receivership have ever been instituted by or against Entity, and we have never made an assignment for the benefit of creditors. 8. I know of no action or proceedings relating to said property which is now pending in any State or Federal Court in the United States, nor do we know of any State or Federal Judgment or any Federal Lien of any kind or nature whatsoever. which now constitutes or could constitute a lien or charge upon the subject property. Page 1 of 2 Corporate Owner/Seller Affidavit File No.: 49084389 Q 9. there are no judgments against us unpaid or unsatisfied of record, IRS liens and/or State Revenue Liens in any court of this State or of the United States and said property, as far as we know is free from all leases, mortgages and other lines and encumbrances except as disclosed in the Title Commitment. 10. There are no loans of any kind on said property except the following: None 11. There arc no unpaid bills or claims for labor or services performed or material furnished or delivered during the last twelve months for alterations, repair work, or new construction on said property which have not been paid for in full except those as shown on the closing statement of this transaction. 12. There is no contract for the making of repairs or improvements on said property. 13. There is no outstanding unrecorded contract for sale of subject property to any person or persons or corporations whatsoever, other than that certain contract to Indian River County, a Political Subdivision of the State of Florida, nor are there any chattel mortgages, security agreements, financing statements nor any other conveyance affecting the title to the property described herein except as disclosed in the Title Commitment, which was issued through Westcor Land Title Insurance Company. 14. There are no unpaid real estate taxes and/or tangible taxes due on subject property except as disclosed in the Title Commitment, which was issued through Westcor Land Title Insurance Company&. 15. That there are no matters pending against Entity that could give rise to a lien that would attach to the property between the disbursing of the funds and the recording of the interest to be insured, and that the affiant has not and will not execute any instrument that would adversely affect the title or interest to be insured. This affidavit is made and given to induce Atlantic Coastal Land Title Company, LLC to issue a policy of title insurance. Central Groves Corp., a Florida corporation By: Benjamin . Bailey, III, President State of Florida County of Indian River The foregoing instrument was sworn to and subscribed before me this f day of February, 2019, by Benjamin F. Bailey, III as President of Central Groves Corp., a Florida corporation, who is personally known to me or who produced as identification and w'il'l did take an oath. My Commission Expires: Corporate Owner/Seller Affidavit File No.: 49084389 Page; 2 of 2 Notary Printed Name 3120190015870 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH, CLERK OF COURT INDIAN RIVER COUNTY FL BK: 3191 PG: 2412 Page 1 of 2 3/18/2019 1:59 PM D DOCTAX PD $0.70 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.: 49084389 Property Appraisers Parcel Identification (Folio) Number: 32390600001016000004.0 This deed is re-recorded to correct an error in the legal description of that certain Warranty Deed recorded in Official Records Book 3181, Page 1896, and that Deed re-recorded in Official Records Book 3182, Page 2054, all of the Public Records of Indian River County, Florida. Space above this line for Recording Data CORRECTIVE WARRANTY DEED THIS WARRANTY DEED, made the jj ' day of March, 2019, by Central Groves Corp., a Florida corporation, whose post office address is P. O. Box 643426, Vero Beach, FL 32964, herein called the Grantor, to Indian River County, a Political Subdivision of the State of Florida, whose post office address is 1801 21st Street, Vero Beach, FL 32960, hereinafter called the Grantee: (Wherever used herein the terms "Grantor" and "Grantee" include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations) WITNESSETH: That the Grantor, for and in consideration of the sum of Ten 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.: Legal Description of the Miami Block: Tract 16, Less the West 20 Acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St, Lucie County, Florida, in Plat Book 2, Page 25, said land now lying and being in Indian River County, Florida. Subject to easements, restrictions and reservations of record and taxes for the year 2019 and thereafter. Pursuant to Rule 12B-4013, F.A.C, this Warranty Deed is given to a governmental entity under threat of condemnation or as part of an out-of-court settlement of condemnation proceedings, and is not subject to tax. 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 Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land, and hereby warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2018. File No.: 49084389 LIF IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Signed, se�dkj�e� in the presence of: I Signatur��J 6�4,w itness #1 Printed.N itness #2 Signature Witness #2 Printed Name State of Florida County of Indian River Central Groves Corp., a Florida corporation Benjam F. Bailey, 111, Presid (Seal) \� 115,511;1 Jj, jR1/^ Ei••.• •so•. rj j The foregoing instrument was acknowledged before me this rl qday of March, 2019, by Benjamin F. Bailey, III, President of Central Groves Corp., a Florida corporation, who is personally known to me or has produced as identification. SEAL My Commission Expires: f ':,, TANYA RENEE' ATKINSON 3 Commission 0 FF 902133 ►s e My Commission Expires 'alaao�r July 28, 2019 IIN1111 File No.: 49084389 Nota Public Printed Notary Name LIF EN -1 GENERAL ENDORSEMENT Attached to and forming a part of Owner's Policy OP-25-FL1394-7135459 Issued By Westcor Land Title Insurance Company The Company insures the insured against loss or damage sustained by reason of: The Legal Description as shown under Schedule A, Item 4, is hereby amended to the following: Legal Description of the Miami Block: Tract 16, Less the West 20 Acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St, Lucie County, Florida, in Plat Book 2, Page 25, said land now lying and being in Indian River County, Florida. This endorsement is made a part of the policy or commitment and is subject to all the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy or commitment and prior endorsements, if any, nor does it extend the effective date of the policy or commitment and prior endorsements or increase the face amount thereof. Westcor Land Title Insurance Company Dated: Agent No.: D046048 File No.: 49084389 Issued By: Atlantic Coastal Land Title Company, LLC 855 21st Street, Suite C Vero Beach, Florida 32960 Note: This endorsement shall not be valid or binding until countersigned by an authorized signatory. GENERAL ENDORSEMENT EN -1 3120190007820 RECORDED IN THE RECORDS OF JEFFREY R. SMITH, CLERK OF CIRCUIT COURT INDIAN RIVER CO FL BK: 3182 PG: 2054, 2/7/2019 3:01 PM This Instrument Prepared by and Retum to: Jason Beal Atlantic Coastal Land Title Company, LLC 855 21st Street, Suite 4� Vero Beach, Florida 32960 Our File No.: 4908438 Property Appraisers P rcel Identi RECORDED DATE 2/4/19 TIME 2:25PM OR BOOK 3181 PAGE 1896 DOCUMENT NO 3120190006954 INDIAN RIVER COUNTY 'cation (Folio) Number: 32390600001016000004.0 This deed is re-recorded to correct a scrivener's error by removing the amount pard for Florida Documentary Stamps. This deed is Tanpt and not subject to tax Space above this line for Recording Data WARRANTY DEED THIS WARRANTY DEED, made the 4th day of February, 2019, by Central Groves Corp., a Florida corporation, whose post office address is P. O. Box 643426, Vero Beach, FL 32964, herein called the Grantor, to Indian River County, a Political Subdivision of the State of Florida, whose post office address is 1801 21st Street, Vero Beach, FL 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) W I T N E S S E T H: That the Grantor, for and in consideration of the sum of Ten and 00/100 (510.00) 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.: Legal Description of the Miami Block Tract 16, Less the West 20 Acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St, Lucie County, Florida, in Plat Book 2, Page 25, said land now lying and being in Indian River County, Florida; AND the West .245 Acres of the East 20.49 Acres of Tract 15, and the East .245 Acres of the East 20.49 Acres of Tract 15, all in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, In Plat Book 2, Page 25, said land now lying and being in Indian River County, Florida. Subject to easements, restrictions and reservations of record and taxes for the year 2019 and thereafter. Pursuant to Rule 12B-4013, F.A.C, this Warranty Deed is given to a governmental entity under threat of condemnation or as part of an out-of-court settlement of condemnation proceedings, and Is not subject to tax: 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 Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said land in fee simple; that the Grantor has good right and lawful authority to sell and convey said land, and hereby warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2018. File No.: 49084389 LT IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in the •resence of: 4111111111. J..►®'_ IP# P77 744 r aPP6.�IL�i. .11* t IA Wit Witness #2 Printed Name Centr.1 Groves Corp., a Florida corporation Benjamin Bailey, III, Pres' (Seal) State of Florida County of Indian River The foregoing instrument was acknowledged before me this Y day of February, 2019, by Benjamin F. Bailey, III, President of Central Groves Corp., a Florida corporation, who is personally known to me or has produced as identification. SEAL My Commission Expires: ``otPav PVq�/ JASON A. BEAL - ~ =1 = Notary Public - State of Florida Commission # 03 017550 a+p° My Comm. Expires Oct 11, 2020 ",,,,,", Bonedthrou throughNotary ..,...,. �� d 9 National Assn. -- � •-�;�..�,�,,..,��..,,, ,gym �,,,,....,�,v, .��_ File No.: 49084389 Notary Public Printed Notary Name LTF WESTCOR LAND TITLE INSURANCE COMPANY POLICY NO. OP-25-FL1394-7135459 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 I8 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: 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, scaled, 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. Issued By: FL1394 * 49084389 WESTCOR LAND TITLE INSURANCE COMPANY Atlantic Coastal Land Title Company, LLC 855 21st Street, Suite C Vero Beach, FL 32960 00"m4,4 IN f y SE LQ g= y: 1993 2; ;, `"*.•'CAP l '` Attest: cla4uvVVi ✓P�xeside t Iii f Secret ry 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 of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulat- ing, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improve- ment erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Re- cords at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage that would not have been sus- tained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. OP -25 ALTA Owners Policy of Title Insurance 6-17-06 (with FLORIDA Modifications) (WLTIC Edition 12/1/17) Page 2 CONDITIONS I. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as inay be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, con- solidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated En- tity of the named Insured, provided the affiliated Entity and the named Insured arc both wholly- owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (c) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not construc- tive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improve- ments that by law constitute real property. The terns "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other secu- rity instrument, including one evidenced by electronic means authorized bylaw. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of war- ranties in any transfcr or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Condi- tions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any OP -25 ALTA Owners Policy of Title Insurance 6-17-06 (with FLORIDA Modifications) (WLTIC Edition 12/1/17) Page 3 CONDITIONS - other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropri- ate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceed- ing and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representa- tive of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or dam- age. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant perinission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay CONTINUED or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claim- ant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any li- ability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Con- ditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by I 0%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Com- pany will also pay those costs, attorneys' fees, and expenses in- curred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of ac- cess to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully perfonned its obligations with respect to that 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) (WLTIC Edition 12/1/17) Page 4 (b) In the event of any litigation, including litigation by the Com- pany or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final deter- mination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in set- tling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Com- pany pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. if requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Com- pany of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration As- sociation may be demanded if agreed to by both the Company and the Insured at the time of a controversy or claim. Arbitrable mat- ters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, and service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the Land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY .LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provi- sions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States ofAmerica or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: 875 Concourse Parkway South, Suite 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 OWNER'S POLICY OF TITLE INSURANCE (With Florida Modifications) WESTCOR LAND TITLE INSURANCE COMPANY OWNER'S POLICY OF TITLE INSURANCE HOME OFFICE 875 Concourse Parkway South, Suite 200 Maitland, FL 32751 Telephone: (407) 629-5842 ALTA 6-17-06 OWNER'S POLICY (WITH FLORIDA MODIFICATIONS) SCHEDULE A File Number: Policy Number: Date of Policy: 49084389 OP-25-FL1394- 2/4/2019 @ 2:25 PM $3,351.50 $655,298.00 7135459 Premium: Amount of Insurance: Property Type: State: Florida, County: INDIAN RIVER Address Reference: 66th Ave & 69th Street, Vero Beach, FL 32966 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: Legal Description of the Miami Block Tract 16, Less the West 20 Acres in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company, filed in the Office of the Clerk of the Circuit Court of St, Lucie County, Florida, in Plat Book 2, Page 25, said land now lying and being in Indian River County, .Florida; AND the West .245 Acres of the East 20.49 Acres of Tract 15, and the East .245 Acres of the East 20.49 Acres of Tract 15, all in Section 6, Township 32 South, Range 39 East, according to the Plat of Lands of the Indian River Farms Company filed in the Office of the Clerk of the Circuit Court of St. Lucie County, Florida, in Plat Book 2, Page 25, said land now Tying and being in Indian River County, Florida. Issued By Atlantic Coastal Land Title Company, LLC 855 21st Street, Suite C Vero Beach, Florida 32960 772-569-4364 Telephone 777_C.L:O_ftactQ Pov ALTA 6-17-06 OWNER'S POLICY (WITH FLORIDA MODIFICATIONS) Policy No. OP-25-FL1394-7135459 File No.: 49084389 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 2019 and subsequent years, which are not yet due and payable. 6. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 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. 8. 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. 9. Actual acreage is neither insured nor guaranteed. 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.: 49084389 LTF-f A. Settlement Statement U.S. Department of Housing and Urban Development OMB Approval No. 2502-0265 I B. Type of Loan 1. C FHA 2 C RHS 3. C Conv. Urns 4 Li VA 5. C Conv. Ins. 6. File Number 49084389 7. Loan Number jI 8. Mortgage Insurance Case Number C. Note: This form is furnished to give you a statement of actual settlement costs Amounts paid to and by the settlement agent are shown. Items marked "(p o.c.)" were paid outside the closing: they are shown here for information purposes and are not included in the totals. D. Name and Address of Borrower Indian River County, a Political Subdivision of the State of Honda 1801 27s1 Street Vero Beach. Honda 32960 E Name and Address of Seller Central Groves Corp., a Florida corporation P. 0. Box 643426 Vero Beach, Flonda 32964 F. Name and Address of Lender G. Property Location 66th Ave & 69th Street Vero Beach, Florida 32966 INDIAN RIVER H Settlement Agent Atlantic Coastal Land Title Company, LLC 855 21st St. Suite C, Vero Beach, FL 32960 Place of Settlement 855 21st Street Suite C Vero Beach, Florida 32960 I. Settlement Date 02/04/19 J. SUMMARY OF BORROWERS TRANSACTION: K. SUMMARY OF SELLERS TRANSACTION: 100 GROSS AMOUNT DUE FROM BORROWER 400 GROSS AMOUNT DUE TO SELLER 101. Contract sales pnce . 655298.00 401 Contract sales price 655,298 00 102 Personal property 402 Personal property F103. Settlement charges to borrower (line 1400) 91368.50 403 404 104 105. 405. Adjustments for items paid by seller In advance Adjustments for items paid by seller in advance i 106. City/town taxes to 406. City/town taxes . to 107 County taxes to 407. County taxes to 408. Assessments to 108. Assessments to 109. 409. 110. 2019 Real Estate Taxes 338.79 410. 111. 411. 112 412 L 120 GROSS AMOUNT DUE FROM BORROWER 747,005 29 420. GROSS AMOUNT DUE TO SELLER 655,298.00 200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER 500. REDUCTIONS IN AMOUNT TO SELLER 201 Deposit or earnest money 501 Excess Deposit (see instructions) 202 Principal amount of new loan(s) 502, Settlement charges to seller (line 1400) 0 00 203. Esisting loan(s) taken subject to 503 Existing loans taken subject to 1 204 504 Payoff of first mortgage loan 205 505. Payoff of second mortgage loan 206 506 207. 507. 208. 508 209. 509. Adjustments for items unpaid by seller Adjustments for Items unpaid y seller 510 City/town taxes to 511. County taxes 01/01/2019 to 02/04/2019 338.79 210 City/town taxes to 211 County taxes 01/01/2019 to 02/04/2019 338.79 212 Assessments to 512. Assessments to 213 513. 1_ 214. 514. 215___. 515. 216 516. 217, 517. 218 518. 219_ 519. 220. TOTAL PAID BY / FOR BORROWER 338.79 520. TOTAL REDUCTION AMOUNT DUE SELLER 338.79 300. CASH AT SETTLEMENT FROM OR TO BORROWER 600. CASH AT SETTLEMENT TO OR FROM SELLER 301. Gross amount due from borrower (line 120) 747,005.29 601. Gross amount due to seller (line 420) 655,298.00 302. Less amounts paid by/for borrower (line 220) 338 79 602. Less reduction amount due to seller (line 520) 338.79 303. CASH FROM BORROWER 746,666.50 603 CASH TO SELLER 654,959 21 • 01-30-2019 at 12:42 PM form HUD -1 (3/86) ref Handbook 4305.2 PAGE 2 - ---- U.S. DEPARTMENT OF HOUSING ANL/ URUAN ucv¢wrmcr, r -- -. --.---- - - L SETTLEMENT CHARGES: File Number: 49084389 PAID FROM BORROWER'S PAID FROM SELLER'S 700 TOTAL SALES/BROKER'S COMMISSION based on price $ @ FUNDS AT FUNDS AT Dimsion of commission (line 700) as follows: SETTLEMENT SETTLEMENT 701 $ to 702 6 to 703. Commission paid at Settlement 704 800 ITEMS PAYABLE IN CONNECTION WITH LOAN P.O.C. 801. Loan Origination Fee I- 802. Loan Discount % Appraisal fee to _803 804 Credit report to �- 805 Lenders inspection fee to 806 Mg. ins. application lee to -� 807. Assumption fee to H808. 809. x810 r 811 812 r 813 j_814. 815. x- 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE i 901 Interest from to ITP$ /day 902. Mortgage irsurance .re mwm to 1 903. Hazard insurance premium yrs to 05. 1000 RESERVES DEPOSITED WITH LENDER FOR 1001 Homeowners Insurance mo @$ / m0. 1002. Mortgage insurance m0. @$ / mo. 1003. City property taxes mo. @$ / mo. 1004. County property taxes 0 mo. @$ / mo. 1005. Annual Assessments mo $ 1 mo. 1006 r10. @$ 1 mo 1007. mo. @$ / mo. 1008_ Aggregate Reserve for Hazard/Flood Ins, City/County Prop Taxes, Mortgage Ins 8 Annual Assessments 1100 TITLE CHARGES 1101 Settlement or closing lee to Atlantic Coastal Land Title Company, LLC 300.00 1102. Abstract or title search 10 Westcor Land Title Insurance Company 85.00 1103 Title examination to 1104. Title insurance binder Io 1105 Document preparation to j 1106 Notary fees to Attorney's lees 10 Gaylord, Merlin. Ludoviu 8 Diaz 65,52980 )1C7. (includes above item No. 1108 Title insurance to Weslcor Land Title Insurance Company 3,351.50 (includes above item No: ) 1109 Lenders coverage • 1110 Owners coverage 655,298 00 --- 3,351 50 1111 Dlllal Archive&LandTech Fee Forensis/LandTech 35.00 1112. Wire Fees CenterState Dank 48.00 1113 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recording fees Deed $ 18.50 Mortgage $ - Releases $ 18,50 1202 City/county/stamps Deed $ ; Mortgage $ 1203. State tax/stamps Deed $ 0.70 ; Mortgage $ 0,70 L 1204 Intangible Tax Deed $ ; Mortgage $ 105 11300. ADDITIONAL SETTLEMENT CHARGES 1301. Survey to 1302. Pest inspection l0 111111111.11.11. 1303 1304. Appraisal, Engin 8 Plan Costs Gaylord, Merlin, Ludovici 8 Diaz 22,000.00 1305 1306 1307 1308 -. Cann TnTAI SFTTLEMFNT CHARGES (enteron lines 103 and 502. Sections J and K)91,368,50 0.00' • 01-29-2019 at 12:06 PM form HUD -1 (3/86) ref Handbook 4305.2 HUD -1 SETTLEMENT STATEMENT File Number: 49084389 1 have carefully reviewed the HUD -1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD -1 Settlement Statement. Indi. n R'ver /1 Al A William K. DeBraal, Deputy County Attorney Buyer In the event a proration of taxes is necessary when the tax bills for the current year are prepared, the parties agree to handle said re-prorations between themselves. Seller Central Groves Corp. Bcnjam( F. Bailey, III, Prudent Settlement Agent The HUD -1 Settlement Statement which 1 have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. Atlantic Coastal Land Title Company, LLC By: Date: February 4th, 2019