HomeMy WebLinkAbout2019-150AAGREEMENT TO PURCHASE AND SELL REAL ESTATE
BETWEEN INDIAN RIVER COUNTY
AND
INDIAN RIVER SURGERY PROPERTIES, LLC
THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is
made and entered into as of the 10th day of september2019, by and between Indian
River County, a political subdivision of the State of Florida ("the County"), and Indian River
Surgery Properties, LLC, a Florida limited liability company ("the Seller") who agree as
follows:
WHEREAS, Seller owns property located at 1200 37th Street, Vero Beach, FL
32960. A legal description of the property is attached to this agreement as Exhibit "A" and
incorporated by reference herein; and
WHEREAS, the County is purchasing the former medical office building for right-
of-way and a future stormwater treatment system; and
WHEREAS, the County contacted the Seller to purchase the property of
approximately 95,700 +/- square feet or 2.20 +/- acres of property as depicted on Exhibit
"A", and after negotiations with the County, the Seller has agreed to sell the property to
the County; and
WHEREAS, the Parties agree this is an arm's length transaction between the
Seller and the County, without the threat of eminent domain.
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises,
covenants and premises hereinafter, the COUNTY and SELLER agree as follows:
1. Recitals. The above recitals are affirmed as being true and correct and are
incorporated herein.
2. Agreement to Purchase and Sell. The Seller hereby agrees to sell to the County,
and the County hereby agrees to purchase from Seller, upon the terms and conditions
set forth in this Agreement that certain parcel of real property located at 1200 37th Street,
Vero Beach, Florida 32960 and more specifically described in the legal description
attached as Exhibit "A", fee simple, containing approximately 2.20 acres, all
improvements thereon, together with all easements, leases rights and uses now or
hereafter belonging thereto (collectively, the "Property").
2.1 Purchase Price, Effective Date. The purchase price ("Purchase Price") for the
Property shall be $1,550,000.00 (One Million Five Hundred and Fifty Thousand and
00/100 Dollars). The Purchase Price shall be paid on the Closing Date. The Effective
Date of this Agreement shall be the date upon which the County shall have approved the
execution of this Agreement, either by approval by the Indian River County Board of
Page 11
County Commissioners at a formal meeting of such Board or by the County Administrator
pursuant to his delegated authority. The execution of this Agreement by the County shall
be evidence of such approval.
3. Title. Seller shall convey marketable title to the Property by special warranty deed
free of claims, liens, easements and encumbrances of record or known to Seller; but
subject to property taxes for the year of Closing and covenants, restrictions and public
utility easements of record ("Permitted Exceptions").
3.1 County may order an Ownership and. Encumbrance Report or Title Insurance
Commitment with respect to the Property. County shall within thirty (30) days following
the Effective Date of this Agreement deliver written notice to Seller of title defects. Title
shall be deemed acceptable to County if (a) County fails to deliver notice of defects within
the time specified, or (b) County delivers notice and Seller cures the defects within five
(5) days from receipt of notice from County of title defects ("Curative Period"). If the title
defects are not cured within the Curative Period, County, as its sole remedy, shall have
thirty (30) days from the end of the Curative Period to elect, by written notice to Seller, to:
(i) to terminate this Agreement, whereupon shall be of no further force and effect, or (ii)
extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to
existing defects without a reduction in the Purchase Price and proceed to Closing.
3.2 This agreement is contingent upon a "clean" Phase 1 Environmental Assessment
of the Property for the County's intended use, which County shall receive within ninety
(90) days following the Effective Date of this Agreement (the "Review Period"). The Seller
shall permit access to the County (or its agent) for such testing and examination needed
for the Phase 1 Assessment upon reasonable notice by the County; provided that County
shall not perform any invasive testing at the Property without the prior written consent of
Seller. At the conclusion of the Phase 1 Assessment, Property shall be returned by
County to its original condition, ordinary wear and tear excepted. In the event the Phase
is not acceptable to County, County has the right to terminate this Agreement prior to
the end of the Review Period by written notice to Seller, whereupon this Agreement shall
be of no further force and effect.
4. Representations of the Seller. Seller makes the following representations and
warranties as of the date of this Agreement:
4.1 Seller is indefeasibly seized of marketable, fee simple title to the Property, and is
the sole owner of and has good right, title, and authority to convey and transfer the
Property which is the subject matter of this Agreement, free and clear of all liens and
encumbrances, other than the Permitted Exceptions.
4.2 From and after the Effective Date of this Agreement, Seller shall take no action
which would impair or otherwise affect title to any portion of the Property,. and shall record
no documents in the Public Records which would affect title to the Property, without the
prior written consent of the County.
Revisions as of 7/11/19 Page 12
4.2.1 To the knowledge of Seller, there are no existing or pending special assessments
affecting the Property, which are or may be assessed by any governmental authority,
water or sewer authority, school district, drainage district or any other special taxing
district.
5. Default.
5.1 In the event the County shall fail to perform any of its obligations hereunder, the
Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice
delivered to the County at or prior to the Closing Date and thereupon neither the Seller
nor any other person or party shall have any claim for specific performance, damages, or
otherwise against the County; or (ii) waive the County's default and proceed to Closing.
5.2 In the event the Seller shall fail to perform any of its obligations hereunder, the
County shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice
delivered to the Seller at or prior to the Closing Date and thereupon neither the County
nor any other person or party shall have any claim for specific performance, damages or
otherwise against the Seller; or (ii) obtain specific performance of the terms and
conditions hereof; or (iii) waive the Seller's default and proceed to Closing.
6. Closing.
6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date")
shall take place within 45 days following the execution of the contract by the Chairman of
the Board of County Commissioners. The parties agree that the Closing shall be as
follows:
(a) The Seller shall execute and deliver to the County a special warranty deed
conveying marketable title to the Property, free and clear of all liens and encumbrances,
other than the Permitted Exceptions, and in the condition required by paragraph 3.
(b) If Seller is obligated to discharge any monetary encumbrances at or prior to
Closing and fails to do so, County may use a portion of Purchase Price funds to satisfy
the encumbrances.
(c) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the
County an affidavit, in a form acceptable to the County, certifying that the Seller and any
interest holders are not subject to tax under the Foreign Investment and Real Property
Tax Act of 1980.
(d) The Seller and the County shall each deliver to the other such other documents or
instruments as may reasonably be required to close this transaction.
(e) The Seller shall execute and deliver to County an assignment of leases.in effect at
the time of closing. Seller shall transfer to County all deposits and rents held in escrow at
closing.
Revisions as of 7/11/19 Page 13
6.2 Taxes. All taxes and special assessments which are a lien upon the property on or
prior to the Closing Date (except current taxes and special assessments which are not
yet due and payable) shall be paid by the Seller.
7. Personal Property.
7.1 The Seller shall have removed all of its personal property, equipment and trash
from the Property. The Seller shall deliver possession of the Property to County vacant
and in the same or better condition that existed at the Effective Date hereof.
7.2 The following items which are owned by Seller and existing on the Property as of
the date of the initial offer are included in the purchase: range(s)/oven(s), refrigerator(s),
dishwasher(s), disposal, ceiling fan(s), intercom, light fixtures(s), drapery rods and
draperies, blinds, window treatments, smoke detector(s), garage door opener(s), security
gate and other access devices, and storm shutters/panels.
7.3 Seller shall deliver at Closing all keys, garage door openers, access devices and
codes to County, if applicable.
8. Closing Costs: Expenses. County or its agent shall be responsible for preparation
of all Closing documents.
8.1 County shall pay the following expenses at Closing:
8.1.1 The cost of recording the special warranty deed and any release or satisfaction
obtained by Seller pursuant to this Agreement.
8.1.2 Documentary Stamps required to be affixed to the special warranty deed.
8.1.3 All costs and premiums for the owner's marketability title insurance commitment
and policy, if any.
8.2 Seller shall pay the following expenses at or prior to Closing:
8.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the
Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or
encumbrances upon the Property.
8.2.2 Any real estate commissions, fees or cost associated with listing the Property.
9. Miscellaneous.
9.1 Controlling Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida. Venue shall .be in Indian River County for all state
court matters, and in the Southern District of Florida for all federal court matters.
9.2 Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to this transaction and supersedes all prior agreements, written or
Revisions as of 7/11/19 Page 14
oral, between the Seller and the County relating to the subject matter hereof. Any
modification or amendment to this Agreement shall be effective only if in writing and
executed by each of the parties.
9.3 Assignment and Binding Effect. Neither County nor Seller may assign its rights and
obligations under this Agreement without the prior written consent of the other party. The
terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and
their successors and assigns.
9.4 Notices. Any notice shall be deemed duly served if personally served or if mailed
by certified mail, return receipt requested, or if sent via "overnight" courier service or
facsimile transmission, as follows:
If to Seller: Indian River Surgery Properties, LLC
569 Brookwood Village, Suite 901
Birmingham, Alabama 35209
Attn: Real Estate Department
If to County: Indian River County
1801 27th Street
Vero Beach, FL. 32960
Attn: Land Acquisition/Monique Filipiak
Either party may change the information above by giving written notice of such change
as provided in this paragraph.
9.5 Survival and Benefit. Except as otherwise expressly provided herein, each
agreement, representation or warranty made in this Agreement by or on behalf of either
party, or in any instruments delivered pursuant hereto or in connection herewith, shall
survive the Closing Date and the consummation of the transaction provided for herein.
The covenants, agreements and undertakings of each of the parties hereto are made
solely for the benefit of, and may be relied on only by the other party hereto, its successors
and assigns, and are not made for the benefit of, nor may they be relied upon, by any
other person whatsoever.
9.6 Attorney's Fees and Costs. In any claim or controversy arising out of or relating to
this Agreement, each party shall bear its own attorney's fees, costs, and expenses.
9.7 Counterparts. This Agreement may be executed in two or more counterparts, each
one of which shall constitute an original.
9.8 County Approval Required: This Agreement is subject to approval by the Indian
River County as set forth in paragraph 2.
9.9 Beneficial Interest Disclosure: In the event Seller is a partnership, limited
partnership, corporation, trust, or any form of representative capacity whatsoever for
others, Seller shall provide a fully completed, executed, and sworn beneficial interest
disclosure statement in the form attached to this Agreement as an exhibit that complies
Revisions as of 7/11/19 Page 15
with all of the provisions of Florida Statutes Section 286.23 prior to approval of this
Agreement by the County. However, pursuant to Florida Statutes Section 286.23 (3) (a),
the beneficial interest in any entity registered with the Federal Securities and Exchange
Commission, or registered pursuant to Chapter 517, Florida Statutes, whose interest is
for sale to the general public, is exempt from disclosure; and where the Seller is a non-
public entity, that Seller is not required to disclose persons or entities holding less than
five (5%) percent of the beneficial interest in Seller.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
INDIAN RIVER COUNTY, FLORIDA.............
BOARD OF COUNTY COMMISION ""'•S�o.,�`•..INDIAN RIVER SURGERY PROPERTIES,
%M -C, a Florida Limited Liability Company
.0A
Bob Solari, Chairman ame:
`+•.,ERCOUN.Vice President
Approved by BCC September 10, 2019
ATTEST:
Jeffrey R. Smith, Clerk of Court and Comptroller
By:
Deputy Clerk
Approved:
Jason
Administrator
Approved as to Form and Legal Sufficiency:
& W_ � k 01 "9
William K. Dellraal, Deputy County Attorney
Title:
Date: August 2, 2019
Revisions as of 7/11/19 Page 16
EXHIBIT "A"
Lot 2, CGN Subdivision, according to the plat recorded in Plat Book 13, Pages 38 and
38-A, Public Records of Indian River County, Florida
Commonly known as: 1200 37th Street, Vero Beach, FL 32960 Parcel ID Number: 32-39-
26-00012-0000-00002.0
Page 17
I
3120190062185
RECORDED IN THE PUBLIC RECORDS OF
JEFFREY R SMITH, CLERK OF COURT
INDIAN RIVER COUNTY FL
BK: 3248 PG: 1509 Page 1 of 2 1024/2019 10:24 AM
D DOCTAX PD $10,850.00
This Instrument Prepared by and Return to:
Jason Beal
Atlantic Coastal Land Title Company, LLC
855 21st Street, Suite C
Vero Beach, Florida 32960
Our File No.: 49084894
Property Appraisers Parcel Identification (Folio) Number: 32392600012000000002.0
Space above this line for Recording Data
WARRANTY DEED
THIS WARRANTY DEED, made the 18th day of October, 2019 by Indian River Surgery Properties, LLC, a
Florida limited liability company, whose post office address is 569 Brookwood Village, Suite 901, Birmingham,
AL 35209, herein called the Grantor, to Indian River County, a political subdivision of the State of Florida, whose
post office address is 1801 27th Street, Vero Beach, FL 32960, hereinafter called 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 ($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.:
Lot 2, CGN Subdivision, according to the Plat thereof, recorded in Plat Book 13, Page(s) 38 and 38A, of
the Public Records of Indian River County, Florida.
Subject to easements, restrictions and reservations of record and taxes for the year 2019 and thereafter.
TOGETHER, with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.
TO HAVE AND TO HOLD, the same in fee simple forever.
AND, the 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. 49084894
Im
IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written.
Signe j an delivered in the presence of:
Witness #W 1 Signature
61i'MA ► Frttftar,
Witness #1 Printed Name
r
n ss #2 Signature
Witness #2 Printed Name
State of Alabama
County of Jefferson
Indian River Surgery Properties, LLC, a
Florida limited liability company
;w *;i.(/L (Seal)
Ladd W. Mark, Manager
The foregoing instrument was acknowledged before me this 18th day of October, 2019, by Ladd W. Mark, Manager
of Indian River Surgery Properties, LLC, a Florida limited liability company, who is personally known to me or has
produced _ as identification.
SEAL 9(54&
Notary Public
Printed Notary Name
My Commission Expires:
RONAY cw NS
'r _•
com"b"
%
File No.: 49084894
LTF
WESTCOR POLICY NO.
LAND TITLE INSURANCE COMPANY OP-25-FL1394-8049520
OWNER'S POLICY OF TITLE INSURANCE
(with Florida Modifications)
ISSUED BY
WESTCOR LAND TITLE INSURANCE COMPANY
Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy
must be given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN
SCHEDULE B, AND THE CONDITIONS, Westcor Land Title Insurance Company, a South Carolina corporation (the
"Company") insures, as of Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or
incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against
loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those
acts by electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but
unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments
of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing
improvements located on adjoining land.
3. Unmarketable Title.
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 * 49084894
WESTCOR LAND TITLE INSURANCE COMPANY
Atlantic Coastal Land Title Company, LLC
By:
855 21st Street, Suite C�°�r''=., Y
Vero Beach, FL 32960 ?gg3iia„gSEAL�j eside t
Attest:
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 (a) created, suffered, assumed, or agreed to by the Insured
of this policy, and the Company will not pay loss or damage, costs, Claimant;
attorneys' fees, or expenses that arise by reason of. (b) not Known to the Company, not recorded in the Public Re -
1. (a) Any law, ordinance, permit, or governmental regulation cords at Date of Policy, but Known to the Insured Claimant
(including those relating to building and zoning) restricting, regulat- and not disclosed in writing to the Company by the Insured
ing, prohibiting, or relating to Claimant prior to the date the Insured Claimant became an
Insured under this policy;
(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
(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
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as
may be increased or decreased by endorsement to this policy,
increased by Section 8(b), or decreased by Sections 10 and 11
of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy" in
Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability
company, or other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of
law as distinguished from purchase, including heirs,
devisees, survivors, personal representatives, or next
of kin;
(B) successors to an Insured by dissolution, merger, 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 are both wholly-
owned by the same person or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust
created by a written instrument established by the
Insured named in Schedule A for estate planning
purposes.
(ii) With regard to (A), (B), (C), and (D) reserving, however, all
rights and defenses as to any successor that the Company
would have had against any predecessor Insured.
(e) "Insured Claimant": An Insured claiming loss or damage.
(f) "Knowledge" or "Known": Actual knowledge, not 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.
0) "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 transfer or conveyance of the Title. This policy shall
not continue in force in favor of any purchaser from the Insured
of either (i) an estate or interest in the Land, or (ii) an obligation
secured by a purchase money Mortgage given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED
CLAIMANT
The Insured shall notify the Company promptly in writing (i) in
case of any litigation as set forth in Section 5(a) of these 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 - CONTINUED
other act that in rts 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
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.
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 famish 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
permission to secure reasonably necessary information from
third parties as required in this subsection, unless prohibited
by law or governmental regulation, shall tenninate 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
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 10%, 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 performed 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: Premium: Amount of Insurance:
49084894 OP-25-FL1394- 10/24/2019 @ 10:24 AM $6,450.00 $1,550,000.00
8049520
Property Type:
State: Florida, County: INDIAN RIVER
Address Reference: 1200 37th Street, Vero Beach, Florida 32960
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:
Lot 2, CGN Subdivision, according to the Plat thereof, recorded in Plat Book 13, Page(s) 38
and 38A, of the Public Records of Indian River County, Florida.
Issued By
Atlantic Coastal Land Title Company, LLC
855 21 st Street, Suite C
Vero Beach, Florida 32960
772-569-4364 Telephone
772-569-8688 Fax
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.: 49084894
Lh-,
ALTA 6-17-06 OWNER'S POLICY (WITH FLORIDA MODIFICATIONS)
Policy No. OP-25-FL1394-8049520
File No.: 49084894
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. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete survey of the Land. The term "encroachment" includes
encroachments of existing improvements located on the Land onto adjoining land, and encroachments on
the Land of existing improvements located on the adjoined land.
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. 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.
7. Turning Lane Agreement recorded in Official Records Book 866, Page 2619, of the Public Records of
Indian River County, Florida.
8. Restrictions, dedications, reservations, setbacks and easements, if any, as indicated and/or shown on that
certain Plat recorded in Plat Book 13, at Page(s) 38, of the Public Records of Indian River County, Florida.
9. Existing unrecorded leases and all right thereunder of the lessees and of any person claiming by, through
or under lessees.
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.: 49084894
«.,
CLOSING AGREEMENT
Seller(s): Indian River Surgery Properties, LLC, a Florida limited liability company
Buyer(s): Indian River County, a political subdivision of the State of Florida
Closing Agent: Atlantic Coastal Land Title Company, LLC
Property Location: 1200 37th Street, Vero Beach, Florida 32960
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 ASSOCIATIONS) (IF APPLICABLEZ 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 1 of 2
File No.: 49084894
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. The 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.
Indian River Surgery Properties, LLC
Ladd W. Mark, Manager - Seller
Date:
Date:
I,,River oydqyj
, - - &!�ie
William K. DeBraal, Deputy County Attorney - Buyer
Date: (p— ( 7— /1
Date:
SELLER(S) ADDRESS AND PHONE NUMBER(S) AFTER CLOSING
Address: Phone Number(s)
Home:
Work:
E -Mail Address: Other:
Page 2 of 2
File No.: 49084894
1rF
A. Settlement Statement U.S. Department of Housing ^ 0
and Urban Development OMB Approval No. 2502-0265
B. Type of Loan
1. ❑ FHA 2. ❑ RHS 3. ❑ Conv. Unins.
4. ❑ VA 5. ❑ Conv. Ins,
6. File Number
49084894
7. Loan Number
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 Florida
1801 27th Street
Vero Beach, Florida 32960
E. Name and Address of Seller
Indian River Surgery Properties, LLC, a Florida limited liability
company
569 Brookwood Village, Suite 901
Birmingham, Alabama 35209
F. Name and Address of Lender
G. Property Location
1200 37th Street
Vero Beach, Florida 32960
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
10/23/19
J. SUMMARY OF BORROWER'S TRANSACTION:
K. SUMMARY OF SELLER'S TRANSACTION:
100. GROSS AMOUNT DUE FROM BORROWER
400. GROSS AMOUNT DUE TO SELLER
101. Contract sales price
1,550,000.00
401. Contract sales price
1,550,000.00
102. Personal property
402. Personal property
103. Settlement charges to borrower line 1400
17,770.50
403.
104.
404,
105.
405.
Adjustments for items paid by seller in advance
Adjustments for items paid by seller in advance
106. Cit /town taxes to
406. C' /town taxes to
107. County taxes to
407. County taxes to
108. Assessments to
408. Assessments to
109.
409.
110_2019 Real Estate Taxes
14,507.61
410.
111.
411.
112.
412.
120. GROSS AMOUNT DUE FROM BORROWER
1,582,278.11
420. GROSS AMOUNT DUE TO SELLER
1,550,000.00
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)
62,018.50
203. Existing loan(s) taken subject to
503. Existing loans taken subject to
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 by seller
210. Cit /town taxes to
510. Cit /town taxes to
211. County taxes 01/01/2019 to 10/23/2019 14,507.16
511. County taxes 01/01/2019 to 10/23/2019
14,507.16
212. Assessments to
512. Assessments to
213.
513.
214.
514.
215.
515.
216.
516.
217.
517.
218.
518.
219.
519.
220. TOTAL PAID BY / FOR BORROWER
14,507.16
520. TOTAL REDUCTION AMOUNT DUE SELLER
76,525.66
300. CASH AT SETTLEMENT FROM OR TO BORROWER
600. CASH AT SETTLEMENT TO OR FROM SELLER
301. Gross amount due from borrower line 120
1,582,278.11
601. Gross amount due to seller line 420
1,550,000.00
302. Less amounts paid by/for borrower line 220
14,507.16
602. Less reduction amount due to seller tine 520
76,525.66
303. CASH FROM BORROWER
1,567,770.95
603. CASH TO SELLER
1,473,474.34]
I0-17-2019 at 3:21 PM form HUD -1 (3/86) ref Handbook 4305.2
U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT CCTTI C-17 CT/I RAC -
.700.
L. SETTLEMENT CHARGES: File Number: 49084894
TOTAL SALES/BROKER'S COMMISSION based on price $ 1,550,000.00
Division of commission line 700 as follows:
in 4.00 =
PAID FROM
62,000.00 BORROWER'S
FUNDS AT
SETTLEMENT
PAID FROM
SELLER'S
FUNDS AT
SETTLEMENT
701.
702.
$ 62,000.00 to Colliers Intemational South Florida LLC
$ to
703.
Commission paid at Settlement
62,000.00
704.
800.
ITEMS PAYABLE IN CONNECTION WITH LOAN
P.O.C.
801.
Loan Origination Fee %
802.
Loan Discount %
803.
Appraisal fee to
804.
Credit report to
805.
Lender's inspection fee to
806.
Mtg. ins. application fee to
807.
Assumption fee to
808.
809.
810.
811.
812.
813.
814.
815.
900.
ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE
901.
Interest from to $
/day
902.
Mortgage insurance premium to
903.
Hazard insurance premium m to
904.
905.
1000.
RESERVES DEPOSITED WITH LENDER FOR
1001.
Homeowner's insurance mo. $
/ mo.
1002.
Mortgage insurance M. fts
/ mo.
1003.
City propertytaxes mo. aS
/ mo.
1004.
Counly propertytaxes 0 mo. $
/ mo.
1005.
Annual Assessments mo. $
/ mo.
1006.
mo. $
/ mo.
1007.
mo. $
/ mo.
1008.
Aggregate Reserve for Hazard/Flood Ins, City/County City/CountyProp Taxes, Mortgage Ins & Annual Assessments
1100.
TITLE CHARGES
1101.
Settlement or closing fee to Atlantic Coastal Land Title Company, LLC
300.00
1102.
Abstract or title search to Westcor Land Title Insurance Company
85.00
1103.
Title examination to
1104.
Title insurance binder to
1105.
Document preparation to
1106.
Notary fees to
1107.
Attome 's fees to
(includes above item No:
1108.
Title insurance to Westcor Land Title Insurance Company
6,450.00
1109.
1110.
includes above item No:
Lender's coverage
Owners coverage 1,550,000.00 -- 6,450.00
1111.
Wire Fees CenterState Bank
32.00
1112.
Digital Archive/LandTech Fee Forensis/LandTech
35.00
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 $ 10,850.00 ; Mortgage $
10,850.00
1204.
Intangible Tax Deed $ ; Mortgage $
1205.
LLC Affidavit
18 50I
1300.
ADDITIONAL SETTLEMENT CHARGES
1301.
Survey to
1302.
Pest inspection to
1303.
1304.
1305.
1306.
1307.
1308.
1400.
TOTAL SETTLEMENT CHARGES _ _ enter on lines 103 and 502, Sections J and K)_ _
17,770.50
62,018.50
v- i i -cu 1 a ai as i r -m form HUD -1 (3/86) ref Handbook 4305.2
HUD -1 SETTLEMENT STATEMENT
File Number: 49084894
I 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.
Buyer
Indian River C ty
illiam K. DeBraal, Deputy County Attorney
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.
Indian River Surgery Properties, LLC
Ladd W. Mark, Manager
Seller
Settlement Agent
The HUD -1 Settlement Statement which I 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: October 23rd, 2019
Dylan Reingold, County Attorney
William K. DeBraal, Deputy County Attorney
Susan J. Prado, Assistant County Attorney
Of ce of
INDIAN RIVER COUNTY
MEMORANDUM
To: Elissa Nagy — Finance Director
From: Sandy Wright, Legal Secretary
Through: William K. DeBraal, Deputy County Attorney
Date: October 21, 2019
ATTORNEY
Subject: Acquisition of Right -of -Way — Extension of 11 th Drive between 37th
& 41St Streets
Wire Funds — Closing
Property Owner: Indian River Surgery Properties, LLC
Location: 1200 37th Street, Vero Beach
Please arrange to wire transfer the funds shown on the attached closing statement on
Tuesday, October 22, 2019 for closing Wednesday morning, October 23.
For your records, I have attached a copy of the agenda item approved by the Board of
County Commissioners on September 10, 2019; the BCC approved Agreement to
Purchase and Sell Real Estate; the closing statement and closing agreement signed by
the Deputy County Attorney; and the wire transfer instructions for the closing agent.
The total to be wired is $1,567,770.95. This amount will be paid from Account No.
315211441-066120-13009.
Thank you for your assistance with this.
INDIAN RIVER COUNTY, FLORIDA
MEMORANDUM
TO: Jason E. Brown, County Administrator
THROUGH: Richard B. Szpyrka, P.E., Public Works Director
FROM: Monique Filipiak, Land Acquisition Specialist
SUBJECT: Right -of -Way Acquisition - Extension of 11th Drive between 37th and 411 Streets
120037 1h Street, Vero Beach, FL 32960
Owner: Indian River Surgery Properties, LLC
DATE: August 20, 2019
DESCRIPTION AND CONDITIONS
Public Works is requesting approval of the attached Purchase Agreement for a 2.20 acre parcel located at 1200 37th
Street, Vero Beach, FL. The property will be utilized for right-of-way and stormwater treatment purposes for the
future extension of 111h Drive from 37th Street to 411t Street.
In June of 2019, the Board of County Commissioners approved to amend the County Comprehensive Plan to modify
certain Levels of Service (LOS) in the Transportation Element. Specifically, the LOS for 37th Street was adjusted from
880 peak hour, peak season, peak direction trips, to 992 trips between US -1 and Indian River Boulevard. This was
necessary as staff pursued a better alternative to widening 37th Street from a two-lane roadway segment to a four -
lane roadway segment. As part of this alternative, staff has concluded that adding a north/south roadway segment
from the intersection of US -1 to 37th Street and from 37th Street to 411 Street would provide alternate routes in
order to reduce congestion on 37th Street.
County staff is currently working with the property owners north of this parcel, the Russell's and Riverfront Groves,
in preparing a Developers Agreement for right-of-way and cost sharing for the construction of 11th Drive.
Indian River Surgery Properties, LLC owns the 95,700 square foot +/- property located at the northeast corner of
37th Street and 12th Court. The property is zoned MED, Medical. The building was built in 1991 and operated as a
surgery center until June 2016 when it closed.
Staff obtained an appraisal of the property indicating a value of $1,550,000. The County offered Indian River
Surgery Properties, LLC the appraised value of $1,550,000 to purchase the property. The Seller accepted the
County's offer. Purchase of the property is contingent upon the successful completion of a Phase 1 Environmental
Assessment of the property by the County.
FUNDING
Funds for this expenditure is budgeted and available from Optional Sales Tax/ROW/371h Street/US 1 to Indian
River Boulevard Account # 31521441-066120-13009.
-Page 2
'Right -of -Way Acquisition - Extension of 11th Drive between 371h and 4V Streets
120037 th Street, Vero Beach, FL 32960
September 10, 2019
RECOMMENDATION
Staff recommends the Board approve the Purchase Agreement for the 2.20 acre property located at 1200 37th St,
Vero Beach, FL 32960, and authorize the Chairman to execute the purchase agreement on behalf of the Board.
ATTACHMENTS
Purchase Agreement
Conceptual Configuration of 111h Drive.
APPROVED AGENDA ITEM FOR: September 10 2019
F:\Engineering\STAFF_FILES\Monique Filipiak\INDIAN RIVER SURGERY PROPERTIES LLC\BOCC Agenda Items\Staff Report.doc