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HomeMy WebLinkAbout2021-211AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT is entered into as of the/7 day of December, 2021, 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 Christine L. Ford, whose address is 7825 66th Avenue, Vero Beach, FL 32967 ("Ford"). WHEREAS, Ford owns a 7.35 -acre parcel of improved land located at 7825 66th Avenue, Vero Beach, FL 32967 on the west side of 6611 Avenue and north of 77th Street as depicted on the aerial photo attached as Exhibit "A"; and WHEREAS, the parcel 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 69th Street to County Road 510, for which County needs a 1.76 -acre parcel of property (Property) at the eastern edge of the parcel to be used as right-of-way; 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 parcel 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. Ford hereby agrees to sell to the County, and the County hereby agrees to purchase from Ford, upon the terms and conditions set forth in this Agreement, the 1.76 -acre parcel of real property 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 SEVEN HUNDRED FIFTY-FIVE THOUSAND SEVEN HUNDRED DOLLARS ($755,700.00). 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, by the Indian River County Board of County Commissioners at a formal meeting of such Board. 3. Title to the Property. Ford shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Ford; 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 Property. 4.0 County may order an Ownership and Encumbrance Report with respect to the Property. County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, deliver written notice to Ford 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 Ford cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Ford 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 Ford, 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 Ford. 5.1 Ford 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, Ford shall take no action which would impair or otherwise affect title to any portion of the Property, and, except for documents related to construction of her new home and replacement structures, 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 that Ford shall fail to perform any of its obligations hereunder, the County shall be entitled to: (i) terminate this Agreement by written notice delivered to Ford at or prior to the Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive Ford's default and proceed to Closing. 6.2 In the event of a default by the County, Ford shall be entitled, as its sole remedy hereunder, to terminate this Agreement. Ford shall have no claim for specific performance, damages or otherwise against the County. 7. Closing. 2 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) Ford shall execute and deliver to the County a warranty deed conveying marketable title to the Property, free and clear of all liens and encumbrances and in the condition required by paragraphs 3 and 4 respectively. (b) Ford shall be entitled to one year of extended possession without compensation and at the end of the one year period, shall have removed all of her personal property and equipment from the Property and shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof except that Ford may salvage doors and cypress wood from inside the house as long as the property is still capable of being locked up and secure. The Parties shall entered into a mutually agreeable lease at the time of closing. (c) If Ford 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) Ford shall deliver to the County an affidavit, in form acceptable to the County, certifying that Ford is not a non-resident alien or foreign entity, such that Ford and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) Ford 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 fees it the amount of $2,887.00 to Calhoun, Dreggors & Associates, Inc. (e) Contractor fees in the amount of $2,700.00 to Ovation Construction, Inc. (f) Replacement cost and valuation fees to Haynes Valuation Services, LLC, in the amount of $5,775.00. (g) Civil engineering fees to M.E.I. Civil, LLC, in the amount of $1,084.13 (h) Attorney's fees in the amount of $45,342.00 representing 6% of the purchase price to Maguire Eminent Domain, P.A. 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 Ford. If the Closing Date occurs during the time interval commencing on 3 November 2 and ending on December 31, Ford 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, Ford 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 Ford 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 Ford 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 Ford 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 Ford: Christine L. Ford 7825 66th Avenue Vero Beach, FL 32967 If to County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director Either party may change the information above by giving written notice of such change as provided in this paragraph. In 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 The County shall construct its project substantially in conformity with the attached road construction line plans. (See Exhibit "C" attached). Accordingly, if the project is not so implemented, Sellers shall have the same remedies as would have been afforded to them had the case been resolved by verdict with said plans and specifications (Exhibit "C") having been made a part of the record at trial. Central & Southern Florida Flood Control District v. Wye River Farms, Inc., 297 So.2d 323 (Fla. 4th DCA 1974); cert denied 310 So.2d 745 (Fla. 1975). 9.8 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. 9.9. Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall constitute an original. 9.10. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 9.11 Post Acquisition Status of Lot. This Agreement shall serve as a letter stating that the 5.59 -acre parcel remaining after the purchase of the 1.76 -acre right-of- way property shall be considered a buildable lot, as provided by Indian River County Code §904.05(4). SIGNATURES ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth below. AS TO FORD: L%L ./ Date Signed: ATTEST: Jeffrey R. Smith, Clerk of the Court and Comptroller By: \-DCJ� COQ&o b—� ' 1, ;' Deputy Clerk Approved as to form and legal sufficiency: William K. DeBraal Deputy County Attorney 52-01-VER124 M BOARD OF COUNTY COMMISSIC ME OF INDIAN RIVER COUNTY,,FLORI 1 C3' Peter D. O'Bryan, Chai�� rr oto �tioa,,..••. Date Signed: January 7, 2021 Indian River County dministrator By: 4, ORLANDO FL;. 3�8 ave-, 20 DEC 2021 PM 7 L lE c DEC 22 2021 COUNTY ATTORNEY'S OFFICE l> / '7 `' ... -.� w:i.:i?£=iE�t��.....•�:.��Eii,��:l ii'�'!I!'�li�i�le�'iil'!i'lli1111!!'i!lllnil,l�fl,��"i!1!'�i�i�� Prey and return to: Rosemary Vigliano Atlantic Coastal Land Title Company, LLC 855 21st Street Suite C Vero Beach, FL 32960 (772)569-4364 File No 2022-6299 Parcel Identification No 31-39-31-00000-7000-00010.0 Above Thi, Une For Recording 3120220023536 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH, CLERK OF COURT INDIAN RIVER COUNTY FL BK: 3530 PG: 779 Page 1 of 2 4/122022 3:15 PM D DOCTAX PD $5,288.50 WARRANTY DEED (STATUTORY FORM — SECTION 689.02, F.S.) This indenture made the 8th day of April, 2022 between Christine L. Ford a/k/a Christine E. Ford, a single woman, whose post office address is 7825 66th Avenue, Vero Beach, FL 32967, of the County of Indian River, State of Florida, 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, of the County of Indian River, State of Florida, Grantee: Witnesseth, that said Grantor, for and in consideration of the sum of TEN DOLLARS (U.S310.00) and other good and valuable considerations to said Grantor in hand paid by said Grantee, the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the said Grantee, and Grantee's heirs and assigns forever, the following described land, situate, lying and being in Indian River, Florida, to -wit: Commence at the Northwest corner of the Southeast One -Quarter of Section 31, Township 31 South, Range 39 East, Indian River County, Florida; thence run South 00 degrees 28 minutes 01 seconds West, along the West line of said Southeast One -Quarter, a distance of 825.00 feet; thence departing said West line, run South 89 degrees 55 minutes 35 seconds East, a distance of 2643.51 feet to a point on the West right of way line of 66TH Avenue, as described in Deed Book 62, Page 411, of the Public Records of Indian River County, Florida; thence run South 00 degrees 32 minutes 54 seconds West, along said West right of way line, a distance of 455.61 feet to a point on the North right of way line of the Sebastian River Water Control District R-14 Canal (100 foot wide right of way), said line also being the North line of the South One -Half of those lands described in Official Records Book 1499, Page 847, of the Public Records of Indian River County, Florida; thence continue South 00 degrees 32 minutes 54 seconds West, a distance of 125.00 feet for a Point of Beginning; thence continue South 00 degrees 32 minutes 54 seconds West, a distance of 588.70 feet to a point on the South line of the North 299.94 feet of the South 896.85 feet of the East 437.15 feet of the Southeast One -Quarter of said Section 31; thence departing the aforesaid West right of way line, run North 89 degrees 50 minutes 33 seconds West a distance of 407.16 feet to a point on the East line of the West 36 acres of the East 45 acres of the South 55 acres of the Southeast One -Quarter of said Section 31; thence run North 00 degrees 32 minutes 54 seconds East, along said East line and the northerly extension thereof, a distance of 261.17 feet to a point on the South line of the North 1732.50 feet of the Southeast One -Quarter of said Section 31; thence run North 89 degrees 55 minutes 35 seconds West, along said South line, a distance of 267.34 feet; thence departing said South line run North 00 degrees 27 minutes 29 seconds East, a distance of 327.46 feet; thence run South 89 degrees 52 minutes 54 seconds East, along a line 25 feet South of and parallel with the South right of way line of the aforesaid R-14 Canal, a distance of 675.02 feet to the Point of Beginning. Together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. Subject to taxes for 2022 and subsequent years, not yet due and payable; covenants, restrictions, easements, reservations and limitations of record, if any. TO HAVE AND TO HOLD the same in fee simple forever. And Grantor hereby covenants with the Grantee that the Grantor is lawfully seized of said land in fee simple, that Grantor has good right and lawful authority to sell and convey said land and that the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever. Warranty Deed File No.: 2022-6299 Page i of 2 In Witness Whereof, Grantor has hereunto set Grantor's hand and seal the day and year first above written. Signed, sealed and delivered in our presence: W 11'1 PRINT � ,�--''� WRYNESS a'y, G 01T !t PRINT NAIvtE: C 6 - ne L. Ford a/k/a Christine E. Ford STATE OF FLORIDA COUNTY OF INDIAN RIVER alt The foregoing instrument was acknowledged before me by means of ( p ysical presence or O online notarization this, tM day of April, 2022, by Christine L. Ford a/k/a Christine E. Ford. Signature o Public Print, T tamp Name of Notary Personally Known: ____ OR Produced Identification: ✓ Type of Identification Produced: t�- – – JASON A. BEAL `F''- Notary Public - State of Florida `I Commission x HH 0 12 213 ry Aly Comm. Expires Oct 11,1024 • Bonded through National Notary Assn. Warranty need Filc No,: 2022-6299 Page 2 of 2 3120220023323 RECORDED IN THE RECORDS OF JEFFREY R. SMITH, CLERK OF CIRCUIT COURT INDIAN RIVER CO FL BK: 3530 PG: 22, 4!12/202210:42 AM This Instrument Prepared by & return to: Name: Jason A. Beal Atlantic Coastal Land Title Company, LLC Address: 8SS 21st Street, Spite C Vera Beach, FL 32960 Parcell D. #. 33-39-01-00005-0050-00001.0 SPACE SATISFACTION OF LIEN For and In constderallon of Fifteen Thousand and 00/100 Dollars ($15,000.00), the credit of which is hereby acknowledged, Q. Russell Petersen, P.A. (hereinafter referred to as "LienholdefI, by its undersigned authorized agent(s), the owner and holder of a lien recorded on January 21, 2002 in Official Records Book 1460, at Page 1027; and lien recorded on February 6, 2002 in Official Records book 1464, at Page 1556, both of the public records of Indian River County, Florida, against Christine Ford, does hereby acknowledge full payment and satisfaction of said lien and surrenders the same as cancelled and hereby directs the Clerk of the said Circuit Court to cancel the same of record. In Witness Whereof the said Lienbolder has caused these presents to be executed in its name, by its proper officers thereunto duly authorjzed this —S__ day of April, 2022. Signed We an njelivered in the presence of: A W ESS r � ©. Russell Peters I PRINT TNBS � 1� PRINT /1 �" � AME 1 e The foregoing instrument was, acknowledged before me by means oq physical presence or () online notarization this _S_ day of April, 2022, by G. Russell Petersen. Signature of Notary Public Print, Type/Stamp Name of Notary OFFICML STAMP SMANNA MARIE NU1ZAR NOTARY PUBLIC -OREGON C;0Wv=ION NO. 997543 ti1Y CO1 MISSION EXPIRES MARCH 17.2924 Personally Known: OR Produced Identification:_ Type ofIden t'fcatipnL 't1�?,U7'2'�x\ri- in`2 �`a"� Produced: \\�� No.: 2021-583I Satidaaion of Lien This Instrument Prepared by & return to: Name, Jason A. Beal Atlantic Coastal Land Title Company, LLC Address: 855 21st Street, Suite C Vero Beach, FL 32960 Parcel I.D. #: 33-39-01-00005-0050-00001.0 SATISFACTION OF LIEN For and In consideration of Fifteen Thousand and 00/100 Dollars ($15,000.00), the credit of which is hereby acknowledged, G. Russell Petersen, P.A. (hereinafter referred to as "Lienholdee'), by its undersigned authorized agent(s), the owner and holder of a lien recorded on January 21, 2002 in Official Records Book 1460, at Page 1027; and lien recorded on February 6, 2002 in Official Records Book 1464, at Page 1556, both of the public records of Indian River County, Florida, against Christine Ford, does hereby acknowledge full payment and satisfaction of said lien and surrenders the same as cancelled and hereby directs the Clerk of the said Circuit Court to cancel the same of record. In fitness KWereof the said Lienholder has caused these presents to be executed in its name, by its proper officers thereunto duly authorized this _�_ day of April, 2021 Signed eale an delivered in the presence of. Z / �4e delivered in presence W I ESS t j G. Russell Peters PRINT ME/Vt 'c4- i A -y'`- TNES PRINT AME • -1,4"x4j- STATE OF COUNTY 6F­����Nf-,�' I The foregoing instrument was acknowledged before me by means oW physical presence or online notarization this day of April, 2022, by G. Russell Petersen. 1--- Signature of Notary Public Print, Type/Stamp Name of Notary OFPICIAL STAMP BRIANNA MARIE NUIZAR PUBLIC NOTARY -OREGON t�YGOWthti COMMISSION NO, 997543 EXPIRES MARCH III, 2T.,4 Personally Known: OR Produced Identification: Type of Idenwicaln Produced:, Satisfhcfion oftien File No.: 2021-5931 ►, WESTCOR POLICY NO. LAND TITLE INSURANCE COMPANY OP -25-F11394-13860436 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 perforin those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid, (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. COVERED .RISKS CONTINUED ON NEXT PAGE In Witness Whereof, WESTCOR LAND TITLE INSURANCE COMPANY, has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signa- tory of the Company. WESTCOR LAND TITLE INSURANCE COMPANY Issued By: FL1394 * 2022-6299 Atlantic Coastal Land Title Company, LLC By: 855 21st Street, Suite C Vero Beach, FL 32960 ',y Vis` wide t Attest: Secret 00-25 ALTA Owners Policy of Tide Insurance 6-17-06 (with FLORIDA Modifications) (WLTIC Edition 12/1/17) Page I 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- rnent action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in drat 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 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 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 I 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: I. (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 policepower. This Exclusion i(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; (e) 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 (witb FLORIDA Modifications) (WLT1C Edition 12/1117) . Page 2 CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Instuance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section $(b), or decreased by Sections 10 and I 1 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; (13) 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 term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other 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 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 other act that in its opinion may be necessary 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. CONDITIONS - CONTINUED or desirable to t d (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. b. 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 permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company udder this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or e11 er 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 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage detennined 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) (WI.TIC Edition I7Jl/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, attomeys' 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 rite 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 CIaimant 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 tights 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 terns or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Unless prohibited by applicable law, arbitration pursuant to rule 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 be die 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 mtist be given to the Company at: 875 Concourse Parkway South, Suite 200, Maitland, FL 32751. OP -25 ALTA Owners Policy orTitle 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 WESTCOR LAND TITLE INSURANCE COMPANY ALTA 6-17-06 OWNER'S POLICY (With Florida Modifications) SCHEDULE A Name and Address of Title Insurance Company: Westcor Land Title Insurance Company, 875 Concourse Parkway South, Suite 200, Maitland, Florida 32751, Phone No.: (407) 629-5842. State: FL County: Indian River Address Reference: 7825 66th Avenue, Vero Beach, FL 32967 File Number: Policy Number: Date of Policy: Premium: Amount of Insurance: April 12, 2022 at 3:15 2022-6299 OP-25-FL1394- PM or recording date $3,853.50 $755,700.00 13860436 of the insured instrument, whichever is later 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: See Exhibit A attached hereto and made part hereof. Issued By: Atlantic Coastal Land Title Company, LLC 855 21 st Street Suite C Vero Beach, FL 32960 Authorized Signatory 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 6/24/15) WESTCOR LAND TITLE INSURANCE COMPANY ALTA 6-17-06 OWNER'S POLICY (With Florida Modifications) SCHEDULE B File #: 2022-6299 Policy #: OP-25-FL1394-13860436 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: Exceptions: 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 2022 and subsequent years, which are not yet due and payable. 6. All right, title, interest or claims arising from the estate of Bill L. Ford a/k/a Billie L. Ford, deceased. OP -2531 ALTA 6-17-46 Owner's Policy Schedule A and B (With Florida Modifications) (WLTIC Edition 6/24115) WESTCOR LAND TITLE INSURANCE COMPANY ALTA 6-17-06 OWNER'S POLICY (With Florida Modifications) EXHIBIT A Fite No.: 2022-6299 Agent No.: FL1394 Policy No.: 0P-26-FL1394=13860436 Commence at the Northwest corner of the Southeast One -Quarter of Section 31, Township 31 South, Range 39 East, Indian River County, Florida; thence run South 00 degrees 28 minutes 01 seconds West, along the West line of said Southeast One -Quarter, a distance of 825.00 feet; thence departing said West line, run South 89 degrees 55 minutes 35 seconds East, a distance of 2643.51 feet to a point on the West right of way line of 66TH Avenue, as described in Deed - Book 62, Page 411, of the Public Records of Indian River County, Florida; thence run South 00 degrees 32 minutes 54 seconds West, along said West right of way line, a distance of 455.61 feet to a point on the North right of way line of the Sebastian River Water Control District R-14 Canal (100 foot wide right of way), said line also being the North line of the South One -Half of those lands described in Official Records Book 1499, Page 847, of the Public Records of Indian River County, Florida; thence continue South 00 degrees 32 minutes 54 seconds West, a distance of 125.00 feet for a Point of Beginning; thence continue South 00 degrees 32 minutes 54 seconds West, a distance of 588.70 feet to a point on the South line of the North 299.94 feet of the South 896.85 feet of the East 437.15 feet of the Southeast One -Quarter of said Section 31; thence departing the aforesaid West right of way line, run North 89 degrees 50 minutes 33 seconds West a distance of 407.16 feet to a point on the East line of the West 36 acres of the East 45 acres of the South 55 acres of the Southeast One -Quarter of said Section 31; thence run North 00 degrees 32 minutes 54 seconds East, along said East fine and the northerly extension thereof, a distance of 261.17 feet to a point on the South line of the North 1732.50 feet of the Southeast One -Quarter of said Section 31; thence run North 89 degrees 55 minutes 35 seconds West, along said South line, a distance of 267.34 feet; thence departing said South line run North 00 degrees 27 minutes 29 seconds East, a distance of 327.46 feet; thence run South 89 degrees 52 minutes 54 seconds East, along a line 25 feet South of and parallel with the South right of way line of the aforesaid R-14 Canal, a distance of 675.02 feet to the Point of Beginning. ­iucey OP -6S / ALTA 6-17-06 Owner's Policy Exhibit A (WLTIC Edition 4/3/14}