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HomeMy WebLinkAboutMetro Church of Christ, Inc. Transfer Of Property - 2009 11 23 F K r :^ cr7, rM BROWN GARGANESE, WEISS & D'AGRESTA, Pt 2 4 2009 Attorneys at Law Debra S. Babb- Nutcher Offices in Orlando, Tara L. Barrett Joseph E. Blitch Ft. Lauderdale & Tampa Vivian P. Cocotas Usher L. Brown* Robin Gibson Drage Suzanne D'Agresta Gregg A. Johnson Anthony A. Garganese" Katherine W. Latorre" William E. Reischmann, Jr. Bridgette M. Miller J.W. Taylor Alfred Truesdell Jeffrey S. Weiss — Gary M. Glassman Erin J. O'Leary' Board Certified Civil Trial Lawyer Amy J. Pitsch °Board Certified City, County & Local Government Law Catherine D. Reischmann 'Board Certified Appellate Practice Of Counsel November 23, 2009 Andrea Lorenzo - Luaces, CMC City Clerk City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 Re: City of Winter Springs/Metro Church Our File No. 2008.12.9 (1193) Dear Andrea: With respect to the transfer of property from the Metro Church of Christ, Inc., to the City of Winter Springs, please find enclosed the following documents for safekeeping: 1. Original Warranty Deed recorded in O.R. Book 7154, Page 1320 2. Original Partial Release of Mortgage from Citizens Bank recorded in O.R. Book 7154, Page 1326 3. Original Partial Release of Mortgage from Reliance Trust Company recorded in O.R. Book 7154, Page 1323 4. Original Certificate of Non - Foreign Status 5. Original Corporate Resolution 6. Copy of Further Assurance Agreement 7. Original Hazardous Substance Affidavit 8. Copy of Affidavit of No Liens 9. Copy of Certificate of Incumbency 10. Copy of Closing Statement 111 N. Orange Ave, Suite 2000 • P.O. Box 2873 • Orlando, Florida 32802 -2873 Orlando (407) 425 -9566 Fax (407) 425 -9596 • Kissimmee (321) 402 -0144 • Cocoa (866) 425 -9566 • Ft. Lauderdale (954) 670 -1979 Website• www.orlandolaw.net • Email: firm@orlandolaw.net November 23, 2009 Page 2 4. Original Owner's Title Policy, SDC- 08032429. It was a pleasure assisting the City with this matter, and should you have any questions, please do not hesitate to contact our office. /lc , Ant ony A. Garganese City Attorney AAG /nh Enclosures cc: Brian Fields, City Engineer Kevin Smith, City Manager 111111111111111111111N1N1N111111111111N1rM11Na , • • MARYANNE MORSE, CLERK OF CIRCUIT COURT SEMINOLE COUNTY • r BK 07154 Pqs 0320 - 15221 tspgs) Prepared By and Return to: CLERK' S # 2009030401 Brown, Garganese, Weiss & D'Agresta, P.A. RECOHUl:D 04/P0/409 OSil:29 {'M Lynn Maria Vouis, Esquire DEED DOC TAX 98. %0 1 111 N. Orange Ave., Suite 2000 RECORDING 27.00 Orlando, Florida 32802 RECORDED BY L McKinley Parcel Id. No. 05-21-31-505-0000-0020 WARRANTY DEED THIS WARRANTY DEED, executed this le day of maz'h 2009, by METRO CHURCH OF CHRIST, INC., a Florida not for profit corporation, whose address is 1491 East State Road 434, Suite 101, Winter Springs, Florida 32708 (hereinafter called the Grantor), to the CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose post office address is 1126 East S. R. 434, Winter Springs, Florida 32708 (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.) WITNES SETH: That the Grantor, for and in consideration of the sum of $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 Seminole County, Florida, viz: SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE Together with all 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; that the Grantor hereby fully 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, 2008. • i r . I • IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. WITNESSES: Metro Church of Christ, Inc. (signature) By: Victor Washburn President/Director v d ill u-i-1^ (print name) 1491 East State Road 434, Suite 101, Winter Springs, Florida 32708 _______ZSRe__,%aie (signature) Z3 ei - r R — (print name) STATE OF FLORIDA COUNTY OF ORANGE po The foregoing instrument was acknowledged before me this g day of 17 ) A (c d- 2009, by Victor Washburn, President and Director of Metro Church of Christ, Inc.(check one) ❑ who is personally known to me or iitwho produced L D L as identification. r ,C c..., ' \N - kid ))\ Notary Public Print Name: M Commission expires: eo�°`� Not P Ran dall Lo ublic uis Wh ite::ell '� MY Commission D Dt810641 �'�or n•' =Mo ires 07/31/201 State of Florida EXHIBIT "A" A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 ° 10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89'49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 ° 24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. II NNINIIIN1 MAh1Yf4NN1 MOO:, ;, CLERK OF CIRCUIT COURT - • SEMINOLE COUNTY 8K 07154 Pqs 1326 - 1327; (2pgs) CLERK S # 20090304()3 RECORDED 03/2 03 ;12 POI Prepared by and retum to: REI:UEtDIN8 FEES 18.50 Tara L. Barrett, Esquire RECEMIEN:D BY E_ McKinley 19 m own, Garganese, Weiss & D'Agresta, P.A. Y Post Office Box 2873 Orlando, Florida 32802 -2873 (407) 425-9566 PARTIAL RELEASE OF MORTGAGE THE UNDERSIGNED owner and holder of a Mortgage from METRO CHURCH OF CHRIST, INC., a Florida not for profit corporation ( "Mortgagor ") to CITIZENS BANK OF FLORIDA, f/k/a THE CITIZENS BANK OF OVIEDO, a Florida corporation ( "Mortgagee "), dated July 7, 2005, recorded July 13, 2005, in O.R. Book 5807, Page 341, Public Records of Seminole County, Florida, securing the original principal amount of FIVE - HUNDRED SIXTY -TWO THOUSAND FIVE HUNDRED and NO /100 DOLLARS ($562,500.00), together with Assignment of Leases, Rents and Profits recorded in O.R. Book 5807, Page 368; and Notice of Future Advance Mortgage, Note Modification and Renewal Agreement recorded in O.R. Book 6241, Page 1042, Public Records of Seminole County, Florida, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release therefrom the following described real property (hereinafter referred to as the "Released Property "): A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 °10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 °49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 °24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. together with all personal property, improvements, equipment and fixtures now located thereon, and all easements, privileges and rights benefiting the Released Property which are subject to the lien of the Mortgage. IN ADDITION, Mortgagee hereby terminates and releases the UCC Financing Statement in favor of Mortgagee, in O.R. Book 5807, Page 374, Public Records of Seminole County, Florida, from the Released Property. HOWEVER, it is expressly understood and agreed that this Partial Release of Mortgage does not in any way affect the lien of the Mortgage, as to the remainder of the property described therein. IN WITNESS WHEREOF, the Mortgagee has executed these presents this i2. day of Mika , 2009. Signed, sealed and delivered CITIZENS ' :. NK OF FLORIDA f/k/a/ in the resence of THE CIT S BANK OF 0 EDO: --- By: / Aral. LA . Q�p1C� �-� Print ame: • PRINT NAME Francine Stuc7ty Title: Seri or ' ice P "" - dent Page 1 of 2 PRINT NAM 0,e6ra t. S� Acknowledged before me this 12 day of March , 2009, by Terry W Vargo , as Senior VP of Citizens Bank of Florida, f/k/a The Citizens Bank of Oviedo, who [ X 1 is personally known to me or who [ 1 produced as identification, and who did not take an oath. ak-L•Qe,004141 NOTARY PUBLIC'— STATE OF FLORIDA r PiMs - NIM se PIP* Name: i /61ieN. 1 ,2S; 2 0 /( 4 MresamIsioraelmellsv My Commission Expires: Cossessiss � �: MM�11r1�111�iMNwM Page 2 of 2 iiloIINfIa1LICI IN111NNININNhlNI11111 MARYANN M1RS :, CLERK OF CIRCUIT COURT Prepared by and return to: SEMINO)LE COUNTY 'ara L. Barrett, Esquire BK OY1a4 pps 1.3P.S - 136; (3111} Brown, Garganese, Weiss & D'Agresta, P.A. CLERK' 9 0 2009030402 Post Office Box 2873 RECORDED 03/20/2009 03112!29 PM Orlando, Florida 32802-2873 (407) 425 -9566 RECORDING FEES 21.00 RECORDED BY L McKinley PARTIAL RELEASE OF MORTGAGE THE UNDERSIGNED owner and holder of a Mortgage from METRO CHURCH OF CHRIST, INC., a Florida not for profit corporation ( "Mortgagor ") to RELIANCE TRUST COMPANY, a Georgia corporation ( "Mortgagee "), dated June 1, 2005, recorded June 23, 2005, in O.R. Book 5778, Page 778, Public Records of Seminole County, Florida, securing the original principal amount of 4 MILLION TWO - HUNDRED THOUSAND AND NO /100 DOLLARS ($4,200,000.00), for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby release therefrom the following described real property (hereinafter referred to as the "Released Property"): A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 °10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 °49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 °24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. together with all personal property, improvements, equipment and fixtures now located thereon, and all easements, privileges and rights benefiting the Released Property which are subject to the lien of the Mortgage. HOWEVER, it is expressly understood and agreed that this Partial Release of Mortgage does not in any way affect the lien of the Mortgage, as to the remainder of the property described therein. IN WITNESS WHEREOF, the Mortgagee has executed these presents this _ day of _ , 2009. Signed, sealed and delivered RELIANCE TRUST COMPANY: in the presence of By:°(�.. ►` _ — Prin a me: L�� ` 'Y PRINT NAME ■ , �1: Title: 1 L , r PR AME imbA C, .02/6/1- cw s Acknowledged before me thi /7/4 day of �bire , 2009, by a/nil14rp , as ' e dim of Reliance Trust Compa , who [ 1 is peds6nally known to me or who [ I produced as identification, and who did not take an oath. ‘0 ,.9..,, d A- / r ( ........ 1 oN, `''. NOTARY PUBLIC — STATE r 0 e1 DENA A. GLADNEY '', .� Name: y co ,,,„ x t o �' ° r My Commission Expires: 2,2 SCHEDULE "A" PURPOSE : RIGHT OF WAY A strip of land being a portion of Lot 2, Tuskawilla Tract 15 Parcel 1 -C according to the Plat thereof, as recorded in Plat Book 56, Pages 29 thru 32, Public Records of Seminole County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of said Lot 2 for a POINT OF BEGINNING; thence S 00'10'53" W, along the East line of said Lot 2, a distance of 7.25 feet; thence N 89'49'07' W, parallel with the South right of way Tine of State Rood #434, a distance of 142.29 feet; thence N 81'24'15" W, a distance of 49.56 feet, to a point on the South right of way line of State Rood #434, according to Plat Book 56, Pages 29 thru 32; thence along said South right of way line, S 89'49'07' E, a distance of 191.32 feet to the POINT OF BEGINNING. Containing 1,210 square feet, or 0.028 acres, more or less. SURVEYORS NOTES 1. Bearings shown hereon are based on the South right of way line of State Road 434 as described in Plat Book 56, Pages 29 -32. Public Records of Seminole County, Florida, being S 89'49'07' E, per Plat. 2. I hereby certify that the "Sketch of Description" of the above described property is true and correct to the best of my knowledge and belief as recently drawn under my direction and that it meets the Minimum Technical Standards for Land Surveying CH. 61G17 -6 requirements. 3. Not valid without the Signature and Raised seal of a Florida licensed surveyor and mapper. Not valid without sheet 2 DESCRIPTION Dote: CERT. NO. L92108 47059002 07/24/2007 MKS .... FAT '- . .� - --t -_� FOR Job No.: (Scale: � � (, ii► 47059 1 " =40' - -T� -�- ..r i mammy Professional Engineering �W//��... Consultants, Inc. SOUTHEASTERN SURVEYING & MAPPING CORP. CH. 61G17 -6, Florida Administrative 6500 All American Boulevard Code requires that a legal description Orlando, Florida 32810 - 4350 drawing bear the notation that (407 92 - 8580 fax(407)292 - 0141 THIS IS NOT A SURVEY. email: fo@soutl ter s rveying. om • SHEET 1 OF 2 ARY B. RICK REV.02/23/2009 Checked for completion MS SEE SHEET 2 FOR SKETCH REGISTERED LAND SURVEYOR NO. 4245 SKETCH OF DESCRIPTION 1" = 40 ' POINT OF BEGINNING GRAPHIC SCALE NORTHEAST CORNER LOT 2 0 20 40 80 (PLAT BOOK 56, PAGES 29 -32) STATE ROAD NO. 434 RIGHT OF WAY VARIES NORTH LINE OF LOT 2 (PLAT BOOK 56, PAGES 29 -32) S RIGHT OF WAY LIN S89'49 E 191.32' O N N 8/ 24.1 SO0'10'53 "W •- ' 49.56' W N89'49'O7" W 142.29' CV 7.25 J 1 03 1 t) 4.1 a, tV 1 U N N O) U QN I-W CV N i In (L0 -I Q I- W I �Q CL p U U rn '- '- a z LOT 2 J a `� 1-1- 2 TUSCAWILLA TRACT 15 PARCEL 1 —C W a I ` J 40 w o (PLAT BOOK 56, PAGES 29 -32) `I() M �Q p 0 •-a q p U cp aQ 5 U� v Q O cn Qa O J NOTES : NOT VAUD WITHOUT THE SIGNATURE AND RAISED SEAL OF A f� _1',-C - FLORIDA LICENSED SURVEYOR AND MAPPER. _ 1 •-t-.t .' AAA f 1 .ilk �r NOT VAUD WITHOUT SHEET 1. ? -- Tt' -i4 11 I T - / -����-� u �l ik N iirli SOUTHEASTERN SURVEYING & MAPPING CORP. Drawing No. 47059002 6500 All American Boulevard Job No. 47059 Orlando, Florida 32810 -4350 Dote: 07/24/2007 THIS IS NOT A SURVEY (407)292 -8580 fax(407)292 -0141 SHEET 2 OF 2 Cert. No. LB -2108 See Sheet 1 for Description I REV.02/23/2009 I Checked for completion Ms 1 email: infoesoutheas ternsurveying. com CERTIFICATE OF NON - FOREIGN STATUS STATE OF FLORIDA COUNTY OF SEMINOLE Section 1445 of the Internal Revenue Code provides that a TRANSFEREE (The City of Winter Springs, Florida) of a U.S. real property interest must withhold tax if the TRANSFEROR is a foreign person. To inform the TRANSFEREE that withholding of tax is not required upon the disposition of a U.S. real property interest by METRO CHURCH OF CHRIST, INC., a Florida Not for Profit Corporation (hereinafter referred to as "TRANSFEROR "), the undersigned hereby certifies the following as TRANSFEROR: 1. TRANSFEROR is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and 2. TRANSFEROR'S Federal Tax Identification number is: 5 ct V-17 'ID 3. TRANSFEROR'S address is: 1491 East State Rd. 434, Suite 101 Winter Springs, FL 32708 TRANSFEROR understands that this certification may be disclosed to the Internal Revenue Service by TRANSFEREE and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document as TRANSFEROR. DATED this / day of M arch , 2009. _ ,%Gfl�"l / By: Y• Victor Washburn, President/Director SWORN TO and subscribed before me this 1 day of " ( ec , 2009, by Victor Washburn, the President/Director of METRO CHURCH OF CHRIST, INC.(check one) ❑ who is personally known to me or 0 who produced a Florida drivers license as identification. Notary Public - State of Florida Print Name: o Y "0.9, N otary Public State of Florida an! <al! '.ouis Whitesell scion 00810841 "'Oro • „,,017 • Prepared by and retum to: Lynn M. Vouis, Esquire Brown, Garganese, Weiss & D'Agresta, P.A. Post Office Box 2873 Orlando, Florida 32802 -2873 Parcel ID: 05 -21 -31 -505- 0000 -0020 CORPORATE RESOLUTION I HEREBY CERTIFY that I, DAVID C. MUTH, am the duly elected and qualified Secretary of METRO CHURCH OF CHRIST, INC., a Florida non - profit corporation (the "Corporation "), and the keeper of the records and corporate seal of the Corporation, and that the following is a true and correct copy of preambles and resolutions duly adopted by written consent in lieu of a meeting by the Board of Directors and stockholders of the Corporation held in accordance with the Certificate of Incorporation, and Bylaws of the Corporation and Florida law. WHEREAS, the Corporation has agreed to sell a certain parcel of property located in Seminole County, Florida, (the "Property ") to the City of Winter Springs, Florida, a Florida municipal corporation, (the "City "), pursuant to a Right -Of -Way Acquisition Agreement dated February 16, 2009. The Property is more particularly described on Exhibit "A" attached hereto. I FURTHER CERTIFY that the resolutions set forth below are in full force and effect and have not been altered, modified or rescinded. RESOLVED that the terms of the sale are hereby ratified and approved by the Corporation; and BE IT FURTHER RESOLVED that VICTOR WASHBURN, the President/Director of the Corporation, is hereby authorized, directed, and empowered, on behalf of the Corporation to execute the Warranty Deed, Closing Statement and any and all other documents necessary to the proper closing of the transaction. BE IT FURTHER RESOLVED that the aforesaid officer of the Corporation is hereby authorized, empowered and directed to execute any and all other documents and to take whatever other action he deems necessary or desirable to carry out the intent of the foregoing. BE IT FURTHER RESOLVED that neither the Certificate of Incorporation nor Bylaws of the Seller prohibit the proposed execution of all documents of conveyance in connection therewith. IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary, and have 1 • 1 N caused the corporate seal to be hereunto affixed, this /8 da of ha Icon , 2009. WITNESSES: METRO CHURCH OF CHRIST, INC., a - � Florida non - profit corporation (I,Idi3 l (signature) By: David C. Muth, Secretary Vi C Wash L, (print name) 41 444-- (CORPORATE SEAL) (signature) ,54-7- Q A'Caer _ (print name) STATE OF V 2 COUNTY OF sz,m c The foregoing instrument was acknowledged before me this 1 1 day of RG \ , 2009, by David C. Muth, the Secretary of METRO CHURCH OF CHRIST, INC., a Florida non - profit corporation (check one) ❑ who is personally known to me or ❑ who produced c' Z DL as identification. r---- g c....c; QA .: . Notary Public Print Name: My Commission expires: G:\Docs \City of Winter Springs\Real Estate Closings\Metro Church\ \Corp Reso.doc ( rr P ` . Ran + P b l 9 Sth e, °e,iorlda ese My ommiss an !.)pp1�841 M1 Exp 07131/20 2 • EXHIBIT "A" A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 °10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 °49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 °24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. 3 t' 1 SELLER: METRO CHURCH OF CHRIST, INC. BUYER: CITY OF WINTER SPRINGS, FLORIDA CLOSING AGENT: BROWN, GARGANESE, WEISS & D'AGRESTA, P.A. PROPERTY DESCRIPTION: SEE EXHIBIT "A" ATTACHED HERETO. CLOSING DATE: March 20, 2009 FURTHER ASSURANCES AGREEMENT For and in consideration of the Closing Agent disbursing proceeds of this Sale, and in order to insure the accuracy of settlement statements, deeds, mortgages and other documents of closing in this transaction, the undersigned do mutually agree to cooperate, adjust, initial, re- execute and re- deliver any and all closing documents if deemed necessary or desirable in the reasonable discretion . of Closing Agent. It is the intention of the undersigned that all documentation for this transaction and all payments or disbursements made shall be an accurate reflection of the parties' agreement; that each party should pay all costs and expenses contemplated by their agreement and/or dictated by custom and usage in this area. The undersigned do hereby agree and covenant to assure that this transaction and its documentation will conform to the parties' agreement and it is understood that Closing Agent will rely upon this agreement and the covenants herein in closing this transaction. Further, for services performed pursuant to this Agreement, SELLER and BUYER each agree to the fullest extent permitted by law, to indemnify and hold harmless the Closing Agent and its employees, officers, and attorneys from and against all claims, losses, damages, or liability (including reasonable attorneys' fees through any and all administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the failure of either party to meet its obligation under this agreement. In the event additional documents are required to be executed or revised to complete the terms and conditions of the closing, Buyer and Seller agree to cooperate with each other and Brown, Garganese, Weiss & D'Agresta, P.A. WITNESSES: SELLER: METRO CHURCH OF CHRIST, INC., a Florida non -profit co . , ratio 1 ?A'‘X -4 ' By: ' Victor Washbum, President STATE OF c L- , COUNTY OF <01,- •�, a L•a The focegoing instrument was acknowledged before me this ) t day of , 2009, by Victor Washburn, the President/Director of METRO CHURCH OF CHRIST, INC., a Florida non -profit corporation, (check one) ❑ who is personally known to me o who produced if as ide.tification. ()1/4 NOTAR PUBLIC Print name: My Commission Expires: :o ff 1 44 Notary Public Sta., iorida Randall Louis W w set My Commission 0081064i of t o* ?xpires 07/31/2012 • Page 2 of 3 • . EXHIBIT "A" A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00010'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 049'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81024'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 049'07" East, a distance of 191.32 feet to the Point of Beginning. Page 3 of 3 0 i HAZARDOUS SUBSTANCE AFFIDAVIT STATE OF FLORIDA COUNTY OF SEMINOLE BEFORE ME, the undersigned authority, personally appeared VICTOR WASHBURN, as President/Director of METRO CHURCH OF CHRIST, INC., a Florida non -profit corporation, ( "Seller "), and who, in order to induce the CITY OF WINTER SPRINGS, FLORIDA, ( "Buyer "), to close the purchase of the real property more particularly described on Exhibit "A" attached hereto (the "Real Property"), being duly sworn, deposes and states as follows: A. Hazardous Substances. Seller hereby represents to Buyer that to the best of its knowledge and without independent investigation, during the period of Seller's ownership of the Real Property, Seller has not received written notice of: (i) any presence of any petroleum products or any hazardous substance (as hereinafter defined) on the Real Property, (ii) any generation, recycling, use, reuse, sale, storage, handling, transport and/or disposal of any petroleum products or any hazardous substance on the Real Property, or (iii) any failure to comply with any applicable local, state or federal laws regulations, ordinances or administrative or judicial orders relating to the generation, recycling, use, reuse, sale, storage, handling, transport and/or disposal of any petroleum products or any hazardous substances on the Real Property. As used herein, the term "hazardous substance" means any substance or material defined or designated as hazardous or toxic waste material or substance or petroleum product or asbestos or PCBs or other similar term(s) by any federal, state or local law, statute, regulation, rule or ordinance. B. Title Assurances. Seller represents and warrants that (a) Seller owns fee title to the Real Property; (b) except as set forth in the Title Commitment No. 08123687 JL issued by Old Republic National Title Insurance Company there are no persons or entities except Seller in actual or constructive possession of any portion of the Real Property or who have a right to the use or possession of any portion of the Real Property; (c) no contractor, subcontractor, materialman, laborer, architect landscape architect or engineer has any lien or right to a lien against the Real Property or any part thereof, for any work, labor or materials furnished by any such persons or firms to the Real Property, and all charges regarding any such items have been paid in full; (d) there are no matters pending against Seller that could give rise to a lien that would attach to the Real Property prior to the recording of the special warranty deed contemplated herein; (e) all real property taxes on or relating to the Real Property for 2008 and all years prior thereto have been paid in full; (f) there is no pending or threatened eminent domain proceeding by virtue of which any portion of the Real Property will be taken or affected; (g) to the best of Seller's knowledge there are no judgments, orders, stipulations and there are no legal or equitable actions, suits or other legal or administrative proceedings pending or threatened which affect, or will affect, the Real Property; (h) no person or entity (except Buyer) has any contract, option or right to acquire or lease the Real Property, or any part thereof or any right to possession thereof; (i) from and after the effective date of the title insurance commitment furnished to Buyer pursuant to the Contract, Seller did not and will not create or suffer the imposition, of record, of any encumbrance or matter affecting title to the Real Property without Buyer's prior written consent, which consent will not be unreasonably withheld or delayed; and , (1) there is no administrative or judicial proceeding pending for the reduction or increase of the assessed valuation of the Real Property, and Seller has not and will not, prior to closing, initiate or institute any such administrative or judicial proceeding without Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed. FURTHER AFFIANT SAYETH NOT. METRO CHURCH OF CHRIST, INC., a Florida Non - profit corporation Y Victor Washburn, President/Director SWORN TO AND SUBSCRIBED before me this / s g day of inAQ , 2009, by Victor Washburn, the President/Director of METRO CHURCH OF CHRIST, INC., a Florida Non - profit corporation, (check one) 0 who is personally known to me or-AZ who produced L Di.... as identification. --- ec-,W , 9..\ 1 1 1 1 ‘ Notary Public Print Name: My Commission Expires: � 4$0.(4,_ Notary Public State of Florida Randall Louis W h i tesell V _ A My Commission D D810841 'tor 0 ,0 4 Expires 0713112012 2 i .. EXHIBIT "A" A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast comer of said Lot 2 for a Point of Beginning; thence South 00°10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 °49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81°24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. 3 AFFIDAVIT OF NO LIENS (Seller) STATE OF FLORIDA COUNTY OF ORANGE BEFORE ME, the undersigned authority authorized to take oaths and administer acknowledgments, personally appeared VICTOR WASHBURN, President/Director of METRO CHURCH OF CHRIST, INC., a Florida Not for Profit Corporation , ( "Affiant "), who duly sworn under penalties of perjury, deposes and states as follows: 1. Affiant represents that METRO CHURCH OF CHRIST, INC., ( "Owner ") is currently the fee simple owner of the property described in the Old Republic National Title Insurance Company Commitment attached hereto as Exhibit "A" and incorporated by reference, and he has personal knowledge of the matters noted herein. 2. Affiant is aware of no defects, liens, encumbrances, or other adverse matters affecting title, other than those disclosed in the attached Commitment. 3. That no persons or entities other than Owner are entitled to the right of possession or are in possession of the land, and that Owner's right to title and possession of the land are not in dispute or question, and there are no tenancies, leases, or other occupancies that affect the property. 4. There are no disputes concerning the location of the boundary lines of the property and there are no easements or claims of easements not shown by the public records. 5. There are no outstanding or unpaid taxes, assessments, fees, or obligations of any nature, owed to any governmental authority at this time (pending or certified) or any unpaid or unsatisfied mortgages, claims of lien or other matters that constitute or could constitute.a lien or encumbrance against the property or any improvements on it or any part of it or against any personal property located on it other than real property ad valorem taxes for the current year. 6. That there are no actions, proceedings, judgments, liens or executions against said Owner in any court remaining unpaid which affect the property; that there are no suits pending against said Owner in any court. 7. Owner is not part of any bankruptcy proceeding under the U.S. Code, or insolvency under any state statutes, and are not currently in bankruptcy or the subject of a state insolvency statute. 8. That no work has been done or materials furnished to the land for the past ninety (90) days which could, ve rise to construction liens being imposed under the provisions of Florida Statutes Chater 713, Part I. 9. Affiant has not and will not execute any instrument or do any act whatsoever which could or might in any way affect the title to the foregoing property to the detriment of CITY OF WINTER SPRINGS, FLORIDA, which is purchasing the property from Owner. 10. That said Affiant recognizes that some of the purposes of this affidavit are to induce CITY OF WINTER SPRINGS, FLORIDA, to purchase said property. 11. Affiant is aware that Old Republic National Title Insurance Company and Brown, Garganese, Weiss & D'Agresta, P.A. are relying upon this Affidavit to issue a title insurance policy in accordance with the aforesaid Commitment. Affiant does hereby indemnify and hold harmless Old Republic National Title Insurance Company and Brown, Garganese, Weiss & D'Agresta, P.A. against any loss or damage, including reasonable attorneys' fees and costs, through all appellate proceedings, caused as a result of any material false statements contained in this Affidavit. 12. This Affidavit is given for the purpose of clearing any possible questions or objections to the title to the above referenced property, and for the purpose of inducing Brown, Garganese, Weiss & D'Agresta, P.A. and Old Republic National Title Insurance Company to issue title insurance on the subject property, with the knowledge that said title company is relying upon the statements set forth herein. 13. Affiant is familiar with the nature of an oath and with the penalties as provided by the laws of the United States and the State of Florida for falsely swearing to statements made in an instrument of this nature. Affiant has read, or heard read, the full facts of this Affidavit and understand its context. ,,,y Affiant has caused this Affidavit to be executed this 1 b day of Ma rc 2009. [signature page to follow] Page 2 of 3 AFFIANT: METRO CHURCH OF CHRIST, INC., a Florida Not for Profit Corporation By: .j �� (AA/1-18/ Victor Washburn, President/Director SWORN TO AND SUBSCRIBED before me this / day of PhA C(; L , 2009, by VICTOR WASHBURN, President/Director of METRO CHURCH OF CHRIST, INC., a Florida Not for Profit Corporation [ ] who is personally known to me, or IS,4, who has produced L D as identification. ( 1?- .Q1 (401_4111 \l' NOTARY PUBLIC Print name: My _ • - • 45 ,00 °tic Notary public State of Florida Randall Louis Whitesell tit L. < My Commission DD810641 ofI Expires 07/31/2012 G :\Docs \City of Winter Springs\Real Estate Closings\Metro Church \Closing Docs\AffNo Liens.wpd II Page 3 of 3 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY ORNT File Number: 08123687 JL Agent File Number: B09370 Commitment Number: SCHEDULE A 1) Effective Date: December 21, 2008 at 5 :00 PM 2) Policy or Policies to be issued: Amount: a) ALTA Owners Policy Standard Form B 1992 $50,000.00 (amended 10/17/92 with Florida Modifications) Proposed Insured: City of Winter Springs, Florida b) ALTA Standard Loan Policy 1992 $ (amended 10/17/92 with Florida Modifications) Proposed Insured: 3) The estate or interest in the land described or referred to in this Commitment and covered herein is a FEE SIMPLE. 4) Title to the Fee Simple estate or interest in said land is at the effective date hereof vested in: Metro Church of Christ, Inc., a Florida not for profit corporation 5) The land referred to in this Commitment is described as follows: SEE ATTACHED EXHIBIT "A" ORDOCS COMMITMENT COMM SUBDIVISION MF01149 EXHIBIT "A" A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 °10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 °49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 °24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. This Commitment valid only if Schedule B is attached. ORDOCS COMMITMENT COMM SUBDIVISION MF01149 ORNT File Number: 08123687 JL SCHEDULE B - SECTION I The following are the requirements to be complied with: 1. Payment of the full consideration to, or for the account of, the grantors or mortgagors. 2. Instrument(s) necessary to create the estate or interest to be insured must be properly executed, delivered and duly filed for record: a) Warranty Deed from Metro Church of Christ, Inc. a Florida non profit corporation, to City of Winter Springs, Florida, conveying the property described in Schedule "A" herein. i) Satisfactory evidence as to the proper incorporation of Metro Church of Christ, Inc., a Florida non profit corporation and in addition, proof as to its current good standing. ii) In the event someone other than the President or Vice President is to sign, a Resolution authorizing said officer is also to be submitted for recording. 3. Other instruments which must be properly executed, delivered and duly filed for record, and/or other matters which must be furnished to the company: a) Partial Release of the Mortgage, Assignment of Rents and Security Agreement from Metro Church of Christ, Inc. to Reliance Trust Company, as Trustee for First Mortgage Bondholders, dated June 1, 2005, and recorded June 23, 2005, filed in O.R. Book 5778, Page 778, of the Public Records of Seminole County, Florida, in the original principal amount of $4,200,000.00. b) Partial Release of the Mortgage and Security Agreement from Metro Church of Christ, Inc., a Florida not for profit corporation to The Citizens Bank of Oviedo, dated July 7, 2005, and recorded July 13, 2005, filed in O.R. Book 5807, Page 341 and together with that certain Notice of Future Advance Mortgage, Note Modification and Renewal Agreement filed in O.R. Book 6241, Page 1042, of the Public Records of Seminole County, Florida, in the original principal amount of $562,500.00. c) Partial Release or Satisfaction of the Assignment of Rents, Leases and Profits in favor of The Citizens Bank of Oviedo as filed in O.R. Book 5807, Page 368, Public Records of Seminole County, Florida. d) Partial Release of the UCC Financing Statement in favor r of The Citizens Bank of Oviedo, filed July 13, 2005, O.R. Book 5807, Page 374, Public Records of Seminole County, Florida. SCHEDULE B SECTION II IS CONTINUED ON AN ADDED PAGE ORDOCS COMMITMENT COMM SUBDIVISION MF01149 ORNT File Number: 08123687 JL SCHEDULE B - SECTION II Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Defects, liens, encumbrances, adverse claims or other matters, if any created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Facts which would be disclosed by an accurate and comprehensive survey of the premises herein described. 3. Rights or claims of parties in possession. 4. Construction, Mechanic's, Contractors' or Materialmen's lien claims, if any, where no notice thereof appears of record. 5. Easements or claims of easements not shown by the public records. 6. General or special taxes and assessments required to be paid in the year 2009 and subsequent years. 05 -21 -31 -505- 0000 -0020 7. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands and lands accreted to such lands 8. State road right reservation(s), if any. 9. Oil, gas and mineral right reservations, if any. 10. Any lien provided by Chapter 159, F.S., in favor of any :city, town, village or port authority for unpaid service charge for service by any water, sewer or gas system supplying the insured land. 11. Final Order Approving Settlement Agreement and Amendment to Annexation Ordinance No. 64 filed in O.R. Book 2243, Page 1508; together with Ordinance No. 489 filed in O.R. Book 2277, Page 464 and Settlement Agreement and Amendment to Annexation Ordinance No. 64 filed in O.R. Book 2277, Page 469, Public Records of Seminole County, Florida. 12. Agreement by and between Robert A. Yeager, as Trustee of the City of Winter Springs filed in O.R. Book 2769, Page 1822, Public Records of Seminole County, Florida. ORDOCS COMMITMENT COMM SUBDMSION MF01149 • • 13. Developer Agreement by and between Winter Springs Development Joint Venture, a Florida General Partnership and the City of Winter Springs filed in O.R. Book 3102, Page 1274, Public Records of Seminole County, Florida. 14. Developer's Agreement Tuscawilla Tract 15 Parcel 1 -C, by and between Robert Yeager, Trustee and Zimmer Development Company filed in O.R. Book 3574, Page 529, Public Records of Seminole County, Florida. 15. Use Restriction as contained in that certain Warranty Deed filed in O.R. Book 3574, Page 556, Public Records of Seminole County, Florida. 16. Terms, Conditions and Provisions of that certain Cross Easement Agreement for Tuscawilla Tract 15 Parcel 1 -C, by and between Robert A. Yeager, Individually and as Trustee, and ZP No. 56 Limited Partnership filed in O.R. Book 3574, Page 564, as amended by First Amendment to Cross Easement Agreement for Tuscawilla Tract 15 Parcel 1 -C filed in O.R. Book 3582, Page 1443, Public Records of Seminole County, Florida. 17. Easement in favor of Florida Power Corporation filed in O.R. Book 3751, Page 1939, Public Records of Seminole County, Florida. 18. Covenants and Restrictions filed in O.R. Book 5171, Page 1916 and as amended in O.R. Book 5349, Page 1939, Public Records of Seminole County, Florida. 19. Subject to matters of plat of TUSCAWILLA TRACT 15 PARCEL 1 -C according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida. TAX INFORMATION: PARCEL NO. 05-21-31-505-0000-0020 2008 Taxes WERE PAID in the gross amount of $21,033.65 and WAS NOT homestead. Taxes DO NOT include more land than subject property. Note: The following is for informational purposes only and will not appear in the policy to be issued hereunder: The following deed(s) affecting the land described in Schedule A hereof cover a minimum twenty -four month period prior to the effective date of this commitment. Official Records Book 3574, page 556 Official Records Book 4427, page 234 Official Records Book 5778, page 776 ORDOCS COMMITMENT COMM SUBDIVISION MF01149 UJ/23/2009 10:01 6038914817 STAPLES0061 PAGE 01101 . . CERTIFICATE OF INCUMBENCY STATE OF FLORIDA COUNTY OF SEMTNOLE DAVID C. MUTH, being duly sworn, deposes and says that he is the Secretary of METRO CHURCH OF CHRIST, INC., a Florida Non Profit corporation, (the "Corporation "), with the business address being 1491 E. State Rd. 434, Suite 101, Winter Springs, FL 32708; that he has custody of the books ofthe Corporation; and that the following are the current officers and directors of the corporation and their signatures: OFFICER NAME SIGNATURE President Victor Washburn ' 4'4 ,,,it,/‘(7 Vice President Bert Gerber Secretary David C. Muth p / Treasurer . Bill Easter , idai Director Kirk Walker J WITNESS my hand and seal of the Corporation this T \ day of Q 2009. ` "' David C. Muth, Secretary (CORPORATE SEAL) SWORN to and subscribed before me this Q I \ day of A 2009, by DAVID C. MUTH, the Secretary of METRO CHURCH OF CHRIST, IN C.. (check oue)3i(who is personally known to me or 0 who produced as identification. __ ‘j 1 o: 4''‘It Notary Public a State of Florida Randall Lc Notary Pub 'c wnites Print Name: ‘~ M C mmss<<m 01 12381 0641 My erg o# u � Exp Y o 0 ?r, M Commission expires: GADocslClty of winter sprielosing DocssMcan ChuvMlaeumbency certificate.doc 4 BROWN, GARGANESE, WEISS & D 'AGRESTA, P.A. 111 N. Orange Ave., Suite 2000 Orlando, FL 32801 CLOSING STATEMENT AND DISBURSEMENT SHEET SELLER METRO CHURCH OF CHRIST BUYER CITY OF WINTER SPRINGS, FLORIDA PROPERTY DESCRIPTION See Exhibit "A" Attached Hereto CLOSING DATE March 20, 2009 CONTRACT Right of Way Acquisition Agreement Dated February 16, 2009 PURCHASE PRICE: CREDIT SELLER CREDIT BUYER Purchase Price $14,084.40 Deposit Adjusted Total $14,084.40 $14,084.40 EXPENSES: CHARGE SELLER CHARGE BUYER Recording Deed $27.00 Documentary Stamps on Deed $98.59 Recording Partial Releases $37.00 Title Search $150.00 Owner's Title Insurance Premium $287.50 Certificate of Good Standing $68.72 Wiring Charge $19.00 2009 Real Estate Property Tax Est. $3.55 $16.54/365 days = $.045 x 79 days TOTAL $3.55 $687.81 RECAPITULATION Seller Buyer Cash at Closing $14,084.40 Cash at Closing $14,084.40 Plus: Deposit $0.00 Plus: Expenses $687.81 Less: Expenses $3.55 TOTAL CASH DUE TOTAL CASH DUE TO SELLER: $14,080.85 FROM BUYER: $14,772.21 Page 2 of 5 v APPROVAL OF CLOSING STATEMENT AND DISBURSEMENT SHEET: INSTRUCTIONS TO CLOSING AGENT Seller and Buyer hereby acknowledge that they have read and approved the foregoing Closing Statement and Disbursement Sheet and Recapitulation, agree that said documents accurately reflect the substance of the financial aspects of the transaction contemplated by the Contract, and each hereby approve and direct Closing Agent's disbursement ofthe proceeds and expenses ofthe subject transaction in the manner, amounts and to the persons hereinabove set forth. In the case of estimated closing costs and expenses directed to be paid by the Closing Agent, as aforesaid, the parties understand and agree that in the event that the actual expense is less than the estimate, the party which paid the same will be refunded the difference between the estimate and the actual expense and agree that if the actual expense is more than the estimate, the party which paid the same shall be required to pay the actual expense over and above the estimate. REAL PROPERTY TAX NOTICE: It is understood between the parties hereto that the exact amount of real property taxes applicable to the subject property for the current year is unknown and proration was based on an estimate from the Seminole County Property Appraiser in the amount of $16.54. Should actual taxes for the current year be substantially different, each party shall have the right to demand and receive from the other a reproration of taxes. Each party consents to such reproration and agrees to look to the other party should a reproration become necessary, and to save and hold harmless as to such reproration the closing attorney. APPROVED BY SELLER: METRO CHURCH CHRIST, INC. By: " adliti.A.4.1/4._.... Date: 3 -- /er'D , 2009 Page 3 of 5 • APPROVAL OF CLOSING STATEMENT AND DISBURSEMENT SHEET; INSTRUCTIONS TO CLOSING AGENT Seller and Buyer hereby acknowledge that they have read and approved the foregoing Closing Statement and Disbursement Sheet and Recapitulation, agree that said documents accurately reflect the substance of the financial aspects of the transaction contemplated by the Contract, and each hereby approve and direct Closing Agent's disbursement of the proceeds and expenses of the subject transaction in the manner, amounts and to the persons hereinabove set forth. In the case of estimated closing costs and expenses directed to be paid by the Closing Agent, as aforesaid, the parties understand and agree that in the event that the actual expense is less than the estimate, the party which paid the same will be refunded the difference between the estimate and the actual expense and agree that if the actual expense is more than the estimate, the party which paid the same shall be required to pay the actual expense over and above the estimate. REAL PROPERTY TAX NOTICE: It is understood between the parties hereto that the exact amount of real property taxes applicable to the subject property for the current year is unknown and proration was based on an estimate from the Seminole County Property Appraiser in the amount of $16.54. Should actual taxes for the current year be substantially different, each party shall have the right to demand and receive from the other a reproration of taxes. Each party consents to such reproration and agrees to look to the other party should a reproration become necessary, and to save and hold harmless as to such reproration the closing attorney. APPROVED BY BUYER: CITY OF WINTER SPRINGS, FLORIDA By: Kevin Smith, City Manager Date: , 2009 G:\Docs \City of Winter Springs\Real Estate Closings\Metro Church \Closing Docs \CLOSING STMT NEW.wpd Page 4 of 5 . EXHIBIT "A" A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 ° 10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 ° 49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 ° 24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. s • Owner's Policy American Land Title Association Owner's Policy 10 -17 -92 with Florida modifications Policy Number rSDC 08032429 File Number: 1193 Citt * 71� SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, the said Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A, the policy to be valid when countersigned by an authorized officer or agent of the Company. Issued through the Office of. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Policy Issuer: A Stock Company BROWN, GARGANESE, WEISS & D'AGRESTA, P.A. 111 N ORANGE AVENUE, #2000 400 Second Avenue South, Minneapolis, Minnesota 55401 ORLANDO, FL 32802 -2873 (612)371 - 1111 PHONE: 407 -425 -9566 / ,. By '" President Authorized Signatory ORT Form 331 ALTA Owner's Policy 10 -17 -92 with Florida modifications Attest / I � Secretary EXCLUSIONS FROM COVERAGE by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. The following matters are expressly excluded from the coverage (d) "land ": the land described or referred to in Schedule A, and of this policy and the Company will not pay loss or damage, costs, improvements affixed thereto which by law constitute real property. attorneys' fees or expenses which arise by reason of The term "land" does not include any property beyond the lines of 1. (a) Any law, ordinance or governmental regulation (including, but the area described or referred to in Schedule A, nor any not limited to, building and zoning laws, ordinances, or regulations) right, title, interest, estate or easement in abutting streets, roads, restricting, regulating, prohibiting or relating to (i) the occupancy, avenues, alleys, lanes, ways or waterways, but nothing herein shall use, or enjoyment of the land; (ii) the character, dimensions or modify or limit the extent to which a right of access to and from the location of any improvement now or hereafter erected on the land; land is insured by this policy. (iii) a separation in ownership or a change in the dimensions or area (e) "mortgage ": mortgage, deed of trust, trust deed, or other of the land or any parcel of which the land is or was a part; or (iv) security instrument. environmental protection, or the effect of any violation of these laws, (f) "public records ": records established under state statutes at ordinances or governmental regulations, except to the extent that a Date of Policy for the purpose of imparting constructive notice of notice of the enforcement thereof or a notice of a defect, lien or matters relating to real property to purchasers for value and without encumbrance resulting from a violation or alleged violation affecting knowledge. With respect to Section 1(a)(iv) of the Exclusions from the land has been recorded in the public records at Date of Policy. Coverage, "public records" shall also include environmental protection (b) Any governmental police power not excluded by (a) above, liens filed in the records of the clerk of the United States District except to the extent that a notice of the exercise thereof or a notice Court for the district in which the land is located. of a defect, lien or encumbrance resulting from a violation or alleged (g) "unmarketability of the title ": an alleged or apparent matter violation affecting the land has been recorded in the public records affecting the title to the land, not excluded or excepted from at Date of Policy. coverage, which would entitle a purchaser of the estate or interest 2. Rights of eminent domain unless notice of the exercise thereof described in Schedule A to be released from the obligation to has been recorded in the public records at Date of Policy, but not purchase by virtue of a contractual condition requiring the delivery of excluding from coverage any taking which has occurred prior to Date marketable title. of Policy which would be binding on the rights of a purchaser for value without knowledge. 2. Continuation of Insurance After Conveyance of Title. 3. Defects, liens, encumbrances, adverse claims, or other matters: The coverage of this policy shall continue in force as of Date of (a) created, suffered, assumed or agreed to by the insured Policy in favor of an insured only so long as the insured retains an claimant; estate or interest in the land, or holds an indebtedness secured by a (b) not known to the Company, not recorded in the public purchase money mortgage given by a purchaser from the insured, or records at Date of Policy, but known to the insured claimant and not only so long as the insured shall have liability by reason of covenants disclosed in writing to the Company by the insured claimant prior to of warranty made by the insured in any transfer or conveyance of the the date the insured claimant became an insured under this policy; estate or interest. This policy shall not continue in force in favor of (c) resulting in no loss or damage to the insured claimant; any purchaser from the insured of either (i) an estate or interest in (d) attaching or created subsequent to Date of Policy; or the land, or (11) an indebtedness secured by a purchase money (e) resulting in loss or damage which would not have been mortgage given to the insured. sustained if the insured claimant had paid value for the estate or 3. Notice of Claim to be Given by Insured Claimant. interest insured by this policy. The insured shall notify the Company promptly in writing (i) in 4. Any claim, which arises out of the transaction vesting in the case of any litigation as set forth in Section 4(a) below, (ii) in case insured the estate or interest insured by this policy, by reason of the knowledge shall come to an insured hereunder of any claim of title or operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: interest which is adverse to the title to the estate or interest, as (a) the transaction creating the estate or interest insured by this insured, and which might cause loss or damage for which the if title to the Company may be liable by virtue of this policy, or policy being deemed a fraudulent conveyance or fraudulent transfer; or (iii) (b) the transaction creating the estate or interest insured by this estate or interest, as insured, is rejected as unmarketable. If prompt policy being deemed a preferential transfer except where the notice shall not be given to the Company, then as to the insured all preferential transfer results from the failure: liability of the Company shall terminate with regard to the matter or (i) to timely record the instrument of transfer; or matters for which prompt notice is required; provided, however, that (ii) of such recordation to impart notice to a purchaser for failure to notify the Company shall in no case prejudice the rights of value or a judgment or lien creditor. any insured under this policy unless the Company shall be prejudiced CONDITIONS AND STIPULATIONS by the failure and then only to the extent of the prejudice. 1. Definition of Terms. 4. Defense and Prosecution of Actions; Duty of Insured Claimant to The following terms when used in this policy mean: Cooperate. (a) "insured ": the insured named in Schedule A, and, subject to (a) Upon written request by the insured and subject to the any rights or defenses the Company would have had against the options contained in Section 6 of these Conditions and Stipulations, named insured, those who succeed to the interest of the named the Company, at its own cost and without unreasonable delay, shall insured by operation of law as distinguished from purchase including, provide for the defense of an insured in litigation in which any third but not limited to, heirs, distributees, devisees, survivors, personal party asserts a claim adverse to the title or interest as insured, but representatives, next of kin, or corporate or fiduciary successors. only as to those stated causes of action alleging a defect, lien or (b) "insured claimant ": an insured claiming loss or damage. encumbrance or other matter insured against by this policy. The (c) "knowledge" or "known ": actual knowledge, not Company shall have the right to select counsel of its choice (subject constructive knowledge or notice which may be imputed to an insured to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The and memoranda in the custody or control of a third party, which Company will not pay any fees, costs or expenses incurred by the reasonably pertain to the loss or damage. All information designated insured in the defense of those causes of action which allege matters as confidential by the insured claimant provided to the Company not insured against by this policy. pursuant to this Section shall not be disclosed to others unless, in (b) The Company shall have the right, at its own cost, to the reasonable judgment of the Company, it is necessary in the institute and prosecute any action or proceeding or to do any other administration of the claim. Failure of the insured claimant to submit act which in its opinion may be necessary or desirable to establish for examination under oath, produce other reasonably requested the title to the estate or interest, as insured, or to prevent or reduce information or grant permission to secure reasonably necessary loss or damage to the insured. The Company may take any information from third parties as required in this paragraph shall appropriate action under the terms of this policy, whether or not it terminate any liability of the Company under this policy as to that shall be liable hereunder, and shall not thereby concede liability or claim. waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. 6. Options to Pay or Otherwise Settle Claims; Termination of (c) Whenever the Company shall have brought an action or Liability. interposed a defense as required or permitted by the provisions of In case of a claim under this policy, the Company shall have the this policy, the Company may pursue any litigation to final following additional options: determination by a court of competent jurisdiction and expressly (a) To Pay or Tender Payment of the Amount of Insurance. reserves the right, in its sole discretion, to appeal from any adverse To pay or tender payment of the amount of insurance under this judgment or order. policy, together with any costs, attorneys' fees and expenses incurred (d) In all cases where this policy permits or requires the by the insured claimant, which were authorized by the Company, up to Company to prosecute or provide for the defense of any action or the time of payment or tender of payment and which the Company is proceeding, the insured shall secure to the Company the right to so obligated to pay. prosecute or provide defense in the action or proceeding, and all Upon the exercise by the Company of this option, all liability and appeals therein, and permit the Company to use, at its option, the obligations to the insured under this policy, other than to make the name of the insured for this purpose. Whenever requested by the payment required, shall terminate, including any liability or obligation Company, the insured, at the Company's expense, shall give the to defend, prosecute, or continue any litigation, and the policy shall be Company all reasonable aid (i) in any action or proceeding, securing surrendered to the Company for cancellation. evidence, obtaining witnesses, prosecuting or defending the action or (b) To Pay or Otherwise Settle With Parties Other Than the proceeding, or effecting settlement, and (ii) in any other lawful act Insured or With the Insured Claimant. which in the opinion of the Company may be necessary or desirable (i) to pay or otherwise settle with other parties for or in to establish the title to the estate or interest as insured. If the the name of an insured claimant any claim insured against under this Company is prejudiced by the failure of the insured to furnish the policy, together with any costs, attorneys' fees and expenses incurred required cooperation, the Company's obligations to the insured under by the insured claimant which were authorized by the Company up to the policy shall terminate, including any liability or obligation to the time of payment and which the Company is obligated to pay; or defend, prosecute, or continue any litigation, with regard to the (ii) to pay or otherwise settle with the insured claimant matter or matters requiring such cooperation. the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant 5. Proof of Loss or Damage. which were authorized by the Company up to the time of payment In addition to and after the notices required under Section 3 of and which the Company is obligated to pay. these Conditions and Stipulations have been provided the Company, a Upon the exercise by the Company of either of the options proof of loss or damage signed and sworn to by the insured claimant provided for in paragraphs (b)(i) or (ii), the Company's obligations to shall be furnished to the Company within 90 days after the insured the insured under this policy for the claimed loss or damage, other claimant shall ascertain the facts giving rise to the loss or damage. than the payments required to be made, shall terminate, including any The proof of loss or damage shall describe the defect in, or lien or liability or obligation to defend, prosecute, or continue any litigation. encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, 7. Determination, Extent of Liability and Coinsurance. to the extent possible, the basis of calculating the amount of the loss This policy is a contract of indemnity against actual monetary or damage. If the Company is prejudiced by the failure of the insured loss or damage sustained or incurred by the insured claimant who claimant to provide the required proof of loss or damage, the has suffered loss or damage by reason of matters insured against by Company's obligations to the insured under the policy shall terminate, this policy and only to the extent herein described. including any liability or obligation to defend, prosecute, or continue (a) The liability of the Company under this policy shall not any litigation, with regard to the matter or matters requiring such exceed the least of: proof of loss or damage. (i) the Amount of Insurance stated in Schedule A; or, In addition, the insured claimant may reasonably be required to (ii) the difference between the value of the insured estate submit to examination under oath by any authorized representative of or interest as insured and the value of the insured estate or interest the Company and shall produce for examination, inspection and subject to the defect, lien or encumbrance insured against by this copying, at such reasonable times and places as may be designated policy. by any authorized representative of the Company, all records, books, (b) The Company will pay only those costs, attorneys' fees and ledgers, checks, correspondence and memoranda, whether bearing a expenses incurred in accordance with Section 4 of these Conditions and date before or after Date of Policy, which reasonably pertain to the Stipulations. loss or damage. Further, if requested by any authorized representative 8. Apportionment. of the Company, the insured claimant shall grant its permission, in If the land described in Schedule A consists of two or more writing, for any authorized representative of the Company to examine, parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be inspect and copy all records, books, ledgers, checks, correspondence computed and settled on a pro rata basis as if the amount of If a payment on account of a claim does not fully cover the loss insurance under this policy was divided pro rata as to the value on of the insured claimant, the Company shall be subrogated to these Date of Policy of each separate parcel to the whole, exclusive of any rights and remedies in the proportion which the Company's payment improvements made subsequent to Date of Policy, unless a liability or bears to the whole amount of the loss. value has otherwise been agreed upon as to each parcel by the If loss should result from any act of the insured claimant, as Company and the insured at the time of the issuance of this policy stated above, that act shall not void this policy, but the Company, in and shown by an express statement or by an endorsement attached that event, shall be required to pay only that part of any losses to this policy. insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant 9. Limitation of Liability. of the Company's right of subrogation. (a) If the Company establishes the title, or removes the alleged (b) The Company's Rights Against Non - insured Obligors. defect, lien or encumbrance, or cures the lack of a right of access to The Company's right of subrogation against non - insured obligors or from the land, or cures the claim of unmarketability of title, all as shall exist and shall include, without limitation, the rights of the insured insured, in a reasonably diligent manner by any method, including to indemnities, guaranties, other policies of insurance or bonds, litigation and the completion of any appeals therefrom, it shall have notwithstanding any terms or conditions contained in those instruments fully performed its obligations with respect to that matter and shall which provide for subrogation rights by reason of this policy. not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the 14. Arbitration. Company or with the Company's consent, the Company shall have no Unless prohibited by applicable law, arbitration pursuant to liability for loss or damage until there has been a final determination the Title Insurance Arbitration Rules of the American Arbitration by a court of competent jurisdiction, and disposition of all appeals Association may be demanded if agreed to by both the Company therefrom, adverse to the title as insured. and the insured. Arbitrable matters may include, but are not (c) The Company shall not be liable for loss or damage to any limited to, any controversy or claim between the Company and insured for liability voluntarily assumed by the insured in settling any the insured arising out of or relating to this policy, any service of claim or suit without the prior written consent of the Company. the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration pursuant to this 10. Reduction of Insurance; Reduction or Termination of Liability. policy and under the Rules in effect on the date the demand for All payments under this policy, except payments made for costs, arbitration is made or, at the option of the insured, the Rules in attorneys' fees and expenses, shall reduce the amount of the effect at Date of Policy shall be binding upon the parties. The insurance pro tanto. 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 11. Liability Non - cumulative. to a prevailing party. Judgment upon the award rendered by the It is expressly understood that the amount of insurance under Arbitrator(s) may be entered in any court having jurisdiction this policy shall be reduced by any amount the Company may pay thereof. under any policy insuring a mortgage to which exception is taken in The law of the situs of the land shall apply to an Schedule B or to which the insured has agreed, assumed, or taken arbitration under the Title Insurance Arbitration Rules. subject, or which is hereafter executed by an insured and which is a A copy of the Rules may be obtained from the Company charge or lien on the estate or interest described or referred to in upon request. Schedule A, and the amount so paid shall be deemed a payment 15. Liability Limited to this Policy; Policy Entire Contract under this policy to the insured owner. (a) This policy together with all endorsements, if any, attached 12. Payment of Loss. hereto by the Company is the entire policy and contract between the (a) No payment shall be made without producing this policy insured and the Company. In interpreting any provision of this policy, for endorsement of the payment unless the policy has been lost or this policy shall be construed as a whole. destroyed, in which case proof of loss or destruction shall be (b) Any claim of loss or damage, whether or not based on furnished to the satisfaction of the Company. negligence, and which arises out of the status of the title to the (b) When liability and the extent of loss or damage has been estate or interest covered hereby or by any action asserting such definitely fixed in accordance with these Conditions and Stipulations, claim, shall be restricted to this policy. the loss or damage shall be payable within 30 days thereafter. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either 13. Subrogation Upon Payment or Settlement. the President, a Vice President, the Secretary, an Assistant Secretary, or (a) The Company's Right of Subrogation. Validating Officer or Authorized Signatory of the Company. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company 16. Severability. unaffected by any act of the insured claimant. in the event any provision of the policy is held invalid or The Company shall be subrogated to and be entitled to all unenforceable under the applicable law, the policy shall be deemed not to rights and remedies which the insured claimant would have had include that provision and all other provisions shall remain in full against any person or property in respect to the claim had this policy force and effect. not been issued. If requested by the Company, the insured claimant 17. Notices, Where Sent. shall transfer to the Company all rights and remedies against any All notices required to be given the Company and any statement in person or property necessary in order to perfect this right of writing required to be furnished the Company shall include the number of subrogation. The insured claimant shall permit the Company to sue, this policy and shall be addressed to the Company at its home office, compromise or settle in the name of the insured claimant and to use 400 Second Avenue South, Minneapolis, Minnesota 55401, (612) 371 -1111. the name of the insured claimant in any transaction or litigation involving these rights or remedies. * SCHEDULE A OWNER'S POLICY SCHEDULE A AGENT FILE NUMBER: 1193 POLICY NUMBER: SDC- 08032429 ORT FILE NUMBER: 08123687 AMOUNT: $ 50,000.00 1. Policy Date: March 20, 2009 at 3:12 p.m. 2. The Insured hereunder, in whom title to the fee simple estate is vested at the date hereof, is: CITY OF WINTER SPRINGS, a Florida municipal corporation 3. The land referred to in this Policy is situated in the County of Seminole, State of Florida, and described as follows: A strip of land being a portion of Lot 2, TUSKAWILLA TRACT 15 PARCEL 1 -C, according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida, being more particularly described as follows: Commence at the Northeast corner of said Lot 2 for a Point of Beginning; thence South 00 °10'54" West along the East line of said Lot 2, a distance of 7.25 feet; thence North 89 °49'07" West, parallel with the South right of way line of State Road No. 434, a distance of 142.29 feet; thence North 81 ° 24'15" West, a distance of 49.56 feet, to a point on the South right of way line of State Road No. 434, according to Plat Book 56, Pages 29 through 32, inclusive; thence along said South right of way line, South 89 °49'07" East, a distance of 191.32 feet to the Point of Beginning. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED. SCHEDULE B AGENT FILE NUMBER: 1193 POLICY NUMBER: SDC- 08032429 ORT FILE NUMBER: 08123687 This policy does not insure against loss or damage by reason of the following: 1. Easements or claims of easements not shown by the public records. 2. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the lands insured hereunder, including submerged, filled and artificially exposed lands and lands accreted to such lands. 3. State road right reservations, if any. 4. Oil, gas and mineral right reservations, if any. 5. General or special taxes and assessments required to be paid in the year 2009 and subsequent years. Parcel ID No. 05- 21 -31- 505 - 0000 -0020. 6. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charge for service by any water, sewer or gas system supplying the insured land. 7. Facts which would be disclosed by an accurate survey and comprehensive survey of the premises herein described. 8. Final Order Approving Settlement Agreement and Amendment to Annexation Ordinance No. 64 filed in O.R. Book 2243, Page 1508; together with Ordinance No. 489 filed in O.R. Book 2277, Page 464 and Settlement Agreement and Amendment to Annexation Ordinance No. 64 filed in O.R. Book 2277, Page 469, Public Records of Seminole County, Florida. 9. Agreement by and between Robert A. Yeager, as Trustee of the City of Winter Springs filed in O.R. Book 2769, Page 1822, Public Records of Seminole County, Florida. 10. Developer Agreement by and between Winter Springs Development Joint Venture, a Florida General Partnership and the City of Winter Springs filed in O.R. Book 3102, Page 1274, Public Records of Seminole County, Florida. 11. Developer's Agreement Tuscawilla Tract 15 Parcel 1 -C, by and between Robert Yeager, Trustee and Zimmer Development Company filed in O.R. Book 3574, Page 529, Public Records of Seminole County, Florida. 12. Use Restriction as contained in that certain Warranty Deed filed in O.R. Book 3574, Page 556, Public Records of Seminole County, Florida. 13. Terms, Conditions and Provisions of that certain Cross Easement Agreement for Tuscawilla Tract 15 Parcel 1 -C, by and between Robert A. Yeager, Individually and as Trustee, and ZP No. 56 Limited Partnership filed in O.R. Book 3574, Page 564, as amended by First Amendment to Cross Easement Agreement for Tuscawilla Tract 15 Parcel 1 -C filed in O.R. Book 3582, Page 1443, Public Records of Seminole County, Florida. 14. Easement in favor of Florida Power Corporation filed in O.R. Book 3751, Page 1939, Public Records of Seminole County, Florida. 15. Covenants and Restrictions filed in O.R. Book 5171, Page 1916 and as amended in O.R. Book 5349, Page 1939, Public Records of Seminole County, Florida. 16. Subject to matters of plat of TUSCAWILLA TRACT 15 PARCEL 1 -C according to the plat thereof as recorded in Plat Book 56, Pages 29 through 32, inclusive, Public Records of Seminole County, Florida. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.