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HomeMy WebLinkAbout2587 Catalyst Site/Heritage Park - Owner's Policy of Title InsuranceSTENSTROM, McINTOSH, COLBERT & WHIGHAM, P.A. ATTORNEYS AND COUNSELORS AT LAW WILLIAM L. COLBERT 300 INTERNATIONAL PARKWAY LONNIE N. GROOT FRANK C. WHIG HAM SUITE 100 I DAVID W. HALL KENNETH W. McINTOSH LAKE MARY, FLORIDA 32746 1 JULIANNA ROSS RETIRED PHONE: (407) 322-2171 ROBERT K. MCINTOSH FAX: (407) 330.2379 -RETIRED- WWW.STENSTROM.COM October 8, 2024 City of Sanford Attn: Traci Houchin, MMC, FCRM, City Clerk 300 North Park Avenue Sanford, Florida 32771 Re: Catalyst Site / Heritage Park Dear Madam City Clerk: Please find enclosed the original Owner's Policy of Title Insurance. This completes this matter. As always, it is our pleasure to be of assistance to the City. Sincerely, STENSTROM, McINTOSH, COLBERT & WHIGHAM, P.A. ��niel�e Danielle LaVerde, Real Estate Paralegal to Lonnie N. Groot, Assistant City Attorney Enclosure cc: William L. Colbert, City Attorney SERVING CENTRAL FLORIDA —SINCE 1954 — Commonwealth' LAND TITLE 1hSuNANCE COMDAhY Policy No.: 33994-2-11911691-2024.8151209-232946183 ALTA OWNER'S POLICY OF TITLE INSURANCE Issued by COMMONWEALTH LAND TITLE INSURANCE COMPANY This policy, when issued by the Company with a Policy Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature. 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 Condition 17. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE boundary line overlap, or encroachment EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE (including an encroachment of an improvement B, AND THE CONDITIONS, COMMONWEALTH LAND TITLE across the boundary lines of the Land), but INSURANCE COMPANY, a Florida corporation, (the only if the encumbrance, violation, variation, "Company") insures as of the Date of Policy and, to the adverse circumstance, boundary line overlap, extent stated in Covered Risks 9 and 10, after the Date of or encroachment would have been disclosed by Policy, against loss or damage, not exceeding the Amount an accurate and complete land title survey of of Insurance, sustained or incurred by the Insured by the Land. reason of: 3. Unmarketable Title. 1. The Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. Covered Risk 2 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. the failure of a person or Entity to have authorized a transfer or conveyance; iii. a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv. a failure to perform those acts necessary to create a document by electronic means authorized by law; V. a document executed under a falsified, expired, or otherwise invalid power of attorney; vi. a document not properly filed, recorded, or indexed in the Public Records including the failure to have performed those acts by electronic means authorized by law; vii. a defective judicial or administrative proceeding; or viii. the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law. (b) the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) the effect on the Title of an encumbrance, violation, variation, adverse circumstance, 4. No right of access to and from the Land. 5. A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning) but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to: (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of an improvement on the Land; (c) the subdivision of the Land; or (d) environmental remediation or protection on the Land. 6. An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice. 7. An exercise of the power of eminent domain, but only to the extent: (a) of the exercise described in an Enforcement Notice; or (b) the taking occurred and is binding on a purchaser for value without Knowledge. 8. An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice. 9. The Title being vested other than as stated in Schedule A, the Title being defective, or the effect of a court order providing an alternative remedy: (a) resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a: i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law; or ii. voidable transfer under the Uniform 8151209 ALTA Owner's Policy 07/01/21 w -FL Mod -512 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 1 Voidable Transactions Act; or the Title in the Public Records to impart (b) because the instrument vesting the Title notice of its existence to a purchaser for constitutes a preferential transfer under federal value or to a judgment or lien creditor. bankruptcy, state insolvency, or similar state or 10. Any defect in or lien or encumbrance on the Title or federal creditors' rights law by reason of the other matter included in Covered Risks 1 through 9 failure: that has been created or attached or has been filed i. to timely record the instrument vesting the or recorded in the Public Records subsequent to the Title in the Public Records after execution Date of Policy and prior to the recording of the and delivery of the instrument to the deed or other instrument vesting the Title in the Insured; or Public Records. ii. of the recording of the instrument vesting DEFENSE OF COVERED CLAIMS 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 COMMONWEALTH LAND TITLE INSURANCE COMPANY Countersigned: _ By: Aulhbrired Officer or Agent William L Colbert By: Stenstrom, McIntosh, Colbert & Whigham, P.A. 300 International Parkway, Ste 100 V�g Lake Mary, FL 32746-4776 Michael 1. Nolan Tel:407-322-2171 President Fax:407-330-2379 Attest: Marjorie Nemzura Secretary EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of (d) attaching or created subsequent to the Date of this policy, and the Company will not pay loss or damage, Policy (Exclusion 3.d. does not modify or limit the costs, attorneys' fees, or expenses that arise by reason of: coverage provided under Covered Risk 9 or 10); or 1. (a) any law, ordinance, permit, or governmental (e) resulting in loss or damage that would not have regulation (including those relating to building and been sustained if consideration sufficient to qualify zoning) that restricts, regulates, prohibits, or the Insured named in Schedule A as a bona fide relates to: purchaser had been given for the Title at the Date i the occupancy, use, or enjoyment of the Land; of Policy. ii the character, dimensions or location of any 4. Any claim, by reason of the operation of federal improvement on the Land; bankruptcy, state insolvency, or similar creditors' rights iii the subdivision of land; or law, that the transaction vesting the Title as shown in iv environmental remediation or protection; Schedule A, is a: (b) any governmental forfeiture, police, regulatory, or (a) fraudulent conveyance or fraudulent transfer; national security power. (b) voidable transfer under the Uniform Voidable (c) the effect of a violation or enforcement of any Transactions Act; or matter excluded under Exclusion 1.a. or 1.b. (c) preferential transfer: Exclusion 1 does not modify or limit the coverage i. to the extent the instrument of transfer provided under Covered Risk 5 or 6. vesting the Title as shown in Schedule A is 2. Any power of eminent domain. Exclusion 2 does not not a transfer made as a contemporaneous modify or limit the coverage provided under Covered exchange for new value; or Risk 7. fl. for any other reason not stated in Covered 3. Any defect, lien, encumbrance, adverse claim, or other Risk 9.b. matter: 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not (a) created, suffered, assumed, or agreed to by the modify or limit the coverage provided under Covered Insured Claimant; Risk 8. (b) not Known to the Company, not recorded in the 6. Any lien on the Title for real estate taxes or Public Records at the Date of Policy, but Known to assessments imposed or collected by a governmental the Insured Claimant and not disclosed in writing to authority that becomes due and payable after the Date the Company by the Insured Claimant prior to the of Policy. Exclusion 6 does not modify or limit the date the Insured Claimant became an Insured coverage provided under Covered Risk 2.b. under this policy; 7. Any discrepancy in the quantity of the area, square (c) resulting in no loss or damage to the Insured footage, or acreage of the Land or of any improvement Claimant; to the Land. 8151209 ALTA Owner's Policy 07/01/21 w -FL Mod -512 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 2 CONDITIONS 1. DEFINITION OF TERMS purposes by an Insured; In this policy, the following terms have the meanings given (3). a spouse who receives the Title to them below. Any defined term includes both the singular because of a dissolution of and the plural, as the context requires: marriage; (a) "Affiliate": An Entity: (4). a transferee by a transfer i. that is wholly owned by the Insured; effective on the death of an ii. that wholly owns the Insured; or Insured as authorized by law; iii, if that Entity and the Insured are both wholly or owned by the same person or entity. (5). another Insured named in Item 1 (b) "Amount of Insurance": The Amount of Insurance of Schedule A. stated in Schedule A, as may be increased by ii. The Company reserves all rights and Condition 8.d. or decreased by Condition 10 or defenses as to any successor or grantee 11; or increased or decreased by endorsements that the Company would have had against to this policy. any predecessor Insured. (c) "Date of Policy": The Date of Policy stated in (h) "Insured Claimant": An Insured claiming loss or Schedule A. damage arising under this policy. (d) "Discriminatory Covenant": Any covenant, (i) "Knowledge" or "Known": Actual knowledge or condition, restriction, or limitation that is actual notice, but not constructive notice unenforceable under applicable law because it imparted by the Public Records. illegally discriminates against a class of (j) "Land": The land described in Item 4 of Schedule individuals based on personal characteristics such A and improvements located on that land at the as race, color, religion, sex, sexual orientation, Date of Policy that by State law constitute real gender identity, familial status, disability, national property. The term "Land" does not include any origin, or other legally protected class. property beyond that described in Schedule A, (e) "Enforcement Notice": A document recorded in nor any right, title, interest, estate, or easement the Public Records that describes any part of the in any abutting street, road, avenue, alley, lane, Land and: right-of-way, body of water, or waterway, but i. is issued by a governmental agency that does not modify or limit the extent that a right of identifies a violation or enforcement of a law, access to and from the Land is insured by this ordinance, permit, or governmental policy. regulation; (k) "Mortgage": A mortgage, deed of trust, trust ii. is issued by a holder of the power of eminent deed, security deed, or other real property domain or a governmental agency that security instrument, including one evidenced by identifies the exercise of a governmental electronic means authorized by law. power; or (1) "PACA-PSA Trust": A trust under the federal iii. asserts a right to enforce a PACA-PSA Trust. Perishable Agricultural Commodities Act or the (f) "Entity": A corporation, partnership, trust, limited federal Packers and Stockyards Act or a similar liability company, or other entity authorized by State or federal law. law to own title to real property in the State (m) "Public Records": The recording or filing system where the Land is located. established under State statutes in effect at the (g) "Insured": Date of Policy under which a document must be i. a. The Insured named in Item 1 of recorded or filed to impart constructive notice of Schedule A; matters relating to the Title to a purchaser for b. the successor to the Title of an value without Knowledge. The term "Public Insured by operation of law as Records" does not include any other recording or distinguished from purchase, filing system, including any pertaining to including heirs, devisees, survivors, environmental remediation or protection, personal representatives, or next of planning, permitting, zoning, licensing, building, kin; health, public safety, or national security matters. C. the successor to the Title of an (n) "State": The state or commonwealth of the United Insured resulting from dissolution, States within whose exterior boundaries the Land merger, consolidation, distribution, is located. The term "State" also includes the or reorganization; District of Columbia, the Commonwealth of Puerto d. the successor to the Title of an Rico, the U.S. Virgin Islands, and Guam. Insured resulting from its conversion (o) "Title": The estate or interest in the Land to another kind of Entity; or identified in Item 2 of Schedule A. e. the grantee of an Insured under a (p) "Unmarketable Title": The Title affected by an deed or other instrument transferring alleged or apparent matter that would permit a the Title, if the grantee is: prospective purchaser or lessee of the Title or a (1). an Affiliate; lender on the Title to be released from the (2). a trustee or beneficiary of a trust obligation to purchase, lease, or lend if there is a created by a written instrument contractual condition requiring the delivery of established for estate planning marketable title. 8151209 ALTA Owner's Policy 07/01/21 w -FL Mod -512 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 3 2. CONTINUATION OF COVERAGE prosecute or provide for the defense of any action or This policy continues as of the Date of Policy in favor of an proceeding and any appeals, the Insured will secure to the Insured, so long as the Insured: Company the right to prosecute or provide defense in the (a) retains an estate or interest in the Land; action or proceeding, including the right to use, at its (b) owns an obligation secured by a purchase money option, the name of the Insured for this purpose. Mortgage given by a purchaser from the Insured; or When requested by the Company, the Insured, at the (c) has liability for warranties given by the Insured in any Company's expense, must give the Company all reasonable transfer or conveyance of the Insured's Title. aid in: Except as provided in Condition 2, this policy terminates i. securing evidence, obtaining witnesses, prosecuting or and ceases to have any further force or effect after the defending the action or proceeding, or effecting Insured conveys the Title. This policy does not continue in settlement; and force or effect in favor of any person or entity that is not ii. any other lawful act that in the opinion of the the Insured and acquires the Title or an obligation secured Company may be necessary or desirable to establish by a purchase money Mortgage given to the Insured. the Title or any other matter, as insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED If the Company is prejudiced by any failure of the Insured CLAIMANT to furnish the required cooperation, the Company's liability The Insured must notify the Company promptly in writing if and obligations to the Insured under this policy terminate, the Insured has Knowledge of: including any obligation to defend, prosecute, or continue (a) any litigation or other matter for which the Company any litigation, regarding the matter requiring such may be liable under this policy; or cooperation. (b) any rejection of the Title as Unmarketable Title. (b) The Company may reasonably require the Insured If the Company is prejudiced by the failure of the Claimant to submit to examination under oath by any Insured Claimant to provide prompt notice, the authorized representative of the Company and to produce Company's liability to the Insured Claimant under this for examination, inspection, and copying, at such policy is reduced to the extent of the prejudice. reasonable times and places as may be designated by the 4. PROOF OF LOSS authorized representative of the Company, all records, in The Company may, at its option, require as a condition of whatever medium maintained, including books, ledgers, payment that the Insured Claimant furnish a signed proof checks, memoranda, correspondence, reports, e-mails, of loss. The proof of loss must describe the defect, lien, disks, tapes, and videos, whether bearing a date before or encumbrance, adverse claim, or other matter insured after the Date of Policy, that reasonably pertain to the loss against by this policy that constitutes the basis of loss or or damage. Further, if requested by any authorized damage and must state, to the extent possible, the basis of representative of the Company, the Insured Claimant must calculating the amount of the loss or damage. grant its permission, in writing, for any authorized S. DEFENSE AND PROSECUTION OF ACTIONS representative of the Company to examine, inspect, and (a) Upon written request by the Insured, and subject to copy all the records in the custody or control of a third the options contained in Condition 7, the Company, at its party that reasonably pertain to the loss or damage. No own cost and without unreasonable delay, will provide for information designated in writing as confidential by the the defense of an Insured in litigation in which any third Insured Claimant provided to the Company pursuant to party asserts a claim covered by this policy adverse to the Condition 6 will be later disclosed to others unless, in the Insured. This obligation is limited to only those stated reasonable judgment of the Company, disclosure is causes of action alleging matters insured against by this necessary in the administration of the claim or required by policy. The Company has the right to select counsel of its law. Any failure of the Insured Claimant to submit for choice (subject to the right of the Insured to object for examination under oath, produce any reasonably requested reasonable cause) to represent the Insured as to those information, or grant permission to secure reasonably covered causes of action. The Company is not liable for and necessary information from third parties as required in will not pay the fees of any other counsel. The Company Condition 6.b., unless prohibited by law, terminates any will not pay any fees, costs, or expenses incurred by the liability of the Company under this policy as to that claim. Insured in the defense of any cause of action that alleges 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; matters not insured against by this policy. TERMINATION OF LIABILITY (b) The Company has the right, in addition to the options In case of a claim under this policy, the Company has the contained in Condition 7, at its own cost, to institute and following additional options: prosecute any action or proceeding or to do any other act (a) To Pay or Tender Payment of the Amount of that in its opinion may be necessary or desirable to Insurance, establish the Title, as insured, or to prevent or reduce loss To pay or tender payment of the Amount of Insurance or damage to the Insured. The Company may take any under this policy. In addition, the Company will pay any appropriate action under the terms of this policy, whether costs, attorneys' fees, and expenses incurred by the or not it is liable to the Insured. The Company's exercise of Insured Claimant that were authorized by the Company up these rights is not an admission of liability or waiver of any to the time of payment or tender of payment and that the provision of this policy. If the Company exercises its rights Company is obligated to pay. under Condition 5.b., it must do so diligently. Upon the exercise by the Company of this option provided (c) When the Company brings an action or asserts a for in Condition 7.a., the Company's liability and defense as required or permitted by this policy, the obligations to the Insured under this policy terminate, Company may pursue the litigation to a final determination including any obligation to defend, prosecute, or continue by a court having jurisdiction. The Company reserves the any litigation. right, in its sole discretion, to appeal any adverse judgment (b) To Pay or Otherwise Settle with Parties other than the or order. Insured or with the Insured Claimant 6. DUTY OF INSURED CLAIMANT TO COOPERATE i. To pay or otherwise settle with parties other than (a) When this policy permits or requires the Company to the Insured for or in the name of the Insured 8151209 ALTA Owner's Policy 07/01/21 w -FL Mod _512 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 4 Claimant. In addition, the Company will pay any 9. LIMITATION OF LIABILITY costs, attorneys' fees, and expenses incurred by (a) The Company fully performs its obligations and is not the Insured Claimant that were authorized by the liable for any loss or damage caused to the Insured if Company up to the time of payment and that the the Company accomplishes any of the following in a Company is obligated to pay; or reasonable manner: ii. To pay or otherwise settle with the Insured i. removes the alleged defect, lien, Claimant the loss or damage provided for under encumbrance, adverse claim, or other this policy. In addition, the Company will pay any matter; costs, attorneys' fees, and expenses incurred by ii. cures the lack of a right of access to and from the Insured Claimant that were authorized by the the Land; or Company up to the time of payment and that the iii. cures the claim of Unmarketable Title, Company is obligated to pay. all as insured. The Company may do so by Upon the exercise by the Company of either option any method, including litigation and the provided for in Condition 7.b., the Company's liability and completion of any appeals. obligations to the Insured under this policy for the claimed (b) The Company is not liable for loss or damage arising loss or damage terminate, including any obligation to out of any litigation, including litigation by the defend, prosecute, or continue any litigation. Company or with the Company's consent, until a B. CONTRACT OF INDEMNITY; DETERMINATION AND State or federal court having jurisdiction makes a EXTENT OF LIABILITY final, non -appealable determination adverse to the This policy is a contract of indemnity against actual Title. monetary loss or damage sustained or incurred by an (c) The Company is not liable for loss or damage to the Insured Claimant who has suffered loss or damage by Insured for liability voluntarily assumed by the reason of matters insured against by this policy. This policy Insured in settling any claim or suit without the prior is not an abstract of the Title, report of the condition of the written consent of the Company. Title, legal opinion, opinion of the Title, or other (d) The Company is not liable for the content of the representation of the status of the Title. All claims asserted Transaction Identification Data, if any. under this policy are based in contract and are restricted to 10. REDUCTION OR TERMINATION OF INSURANCE the terms and provisions of this policy. The Company is not All payments under this policy, except payments made for liable for any claim alleging negligence or negligent costs, attorneys' fees, and expenses, reduce the Amount misrepresentation arising from or in connection with this of Insurance by the amount of the payment. policy or the determination of the insurability of the Title. 11. LIABILITY NONCUMULATIVE (a) The extent of liability of the Company for loss or The Amount of Insurance will be reduced by any amount damage under this policy does not exceed the lesser the Company pays under any policy insuring a Mortgage of: to which exception is taken in Schedule B or to which the i. the Amount of Insurance; or Insured has agreed, assumed, or taken subject, or which ii. the difference between the fair market value of is executed by an Insured after the Date of Policy and the Title, as insured, and the fair market value of which is a charge or lien on the Title, and the amount so the Title subject to the matter insured against by paid will be deemed a payment to the Insured under this this policy. policy. (b) Except as provided in Condition 8.c. or 8.d., the fair 12. PAYMENT OF LOSS market value of the Title in Condition 8.a.ii. is When liability and the extent of loss or damage are calculated using the date the Insured discovers the determined in accordance with the Conditions, the defect, lien, encumbrance, adverse claim, or other Company will pay the loss or damage within 30 days. matter insured against by this policy. 13. COMPANY'S RECOVERY AND SUBROGATION RIGHTS (c) If, at the Date of Policy, the Title to all of the Land is UPON SETTLEMENT AND PAYMENT void by reason of a matter insured against by this (a) If the Company settles and pays a claim under this policy, then the Insured Claimant may, by written policy, it is subrogated and entitled to the rights and notice given to the Company, elect to use the Date of remedies of the Insured Claimant in the Title and all Policy as the date for calculating the fair market value other rights and remedies in respect to the claim that of the Title in Condition 8.a.ii. the Insured Claimant has against any person, entity, (d) If the Company pursues its rights under Condition or property to the fullest extent permitted by law, but 5.b. and is unsuccessful in establishing the Title, as limited to the amount of any loss, costs, attorneys' insured: fees, and expenses paid by the Company. If i. the Amount of Insurance will be increased by requested by the Company, the Insured Claimant 15%; and must execute documents to transfer these rights and ii. the Insured Claimant may, by written notice given remedies to the Company. The Insured Claimant to the Company, elect, as an alternative to the permits the Company to sue, compromise, or settle in dates set forth in Condition 8.b. or, if it applies, the name of the Insured Claimant and to use the 8.c., to use either the date the settlement, action, name of the Insured Claimant in any transaction or proceeding, or other act described in Condition litigation involving these rights and remedies. 5.b. is concluded or the date the notice of claim (b) If a payment on account of a claim does not fully required by Condition 3 is received by the cover the loss of the Insured Claimant, the Company Company as the date for calculating the fair defers the exercise of its subrogation right until after market value of the Title in Condition 8.a.ii. the Insured Claimant fully recovers its loss. (e) In addition to the extent of liability for loss or damage (c) The Company's subrogation right includes the under Conditions 8.a. and 8.d., the Company will also Insured's rights to indemnity, guaranty, warranty, pay the costs, attorneys' fees, and expenses incurred insurance policy, or bond, despite any provision in in accordance with Conditions 5 and 7. those instruments that addresses recovery or 8151209 ALTA Owner's Policy 07/01/21 w -FL Mod_512 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from ` the American Land Title Association. Page S subrogation rights. (b) Choice of Forum 14. POLICY ENTIRE CONTRACT Any litigation or other proceeding brought by the (a) This policy together with all endorsements, if any, Insured against the Company must be filed only in a issued by the Company is the entire policy and State or federal court having jurisdiction. contract between the Insured and the Company. In 17. NOTICES interpreting any provision of this policy, this policy will Any notice of claim and any other notice or statement in be construed as a whole. This policy and any writing required to be given to the Company under this endorsement to this policy may be evidenced by policy must be given to the Company at electronic means authorized by law. COMMONWEALTH LAND TITLE INSURANCE COMPANY, (b) Any amendment of this policy must be by a written Attn: Claims Department, P.O. Box 45023, Jacksonville, endorsement issued by the Company. To the extent FL 32232-5023. any term or provision of an endorsement is 18. ARBITRATION inconsistent with any term or provision of this policy, (a) All claims and disputes arising out of or relating to the term or provision of the endorsement controls. this policy, including any service or other matter in Unless the endorsement expressly states, it does not: connection with issuing this policy, any breach of a i. modify any prior endorsement, policy provision, or any other claim or dispute arising ii. extend the Date of Policy, out of or relating to the transaction giving rise to this iii. insure against loss or damage exceeding the policy, may be submitted to binding arbitration only Amount of Insurance, or when agreed to by both the Company and the iv, increase the Amount of Insurance. Insured. Arbitration must be conducted pursuant to 15. SEVERABILITY the Title Insurance Arbitration Rules of the American In the event any provision of this policy, in whole or in Land Title Association ("ALTA Rules"). The ALTA Rules part, is held invalid or unenforceable under applicable law, are available online at www.alta.org/arbitration. The this policy will be deemed not to include that provision or ALTA Rules incorporate, as appropriate to a particular the part held to be invalid, but all other provisions will dispute, the Consumer Arbitration Rules and remain in full force and effect. Commercial Arbitration Rules of the American 16. CHOICE OF LAW AND CHOICE OF FORUM Arbitration Association ("AAA Rules"). The AAA Rules (a) Choice of Law are available online at www.adr.org. The Company has underwritten the risks covered by (b) If there is a final judicial determination that a request this policy and determined the premium charged in for particular relief cannot be arbitrated in accordance reliance upon the State law affecting interests in real with this Condition 18, then only that request for property and the State law applicable to the particular relief may be brought in court. All other interpretation, rights, remedies, or enforcement of requests for relief remain subject to this Condition 18. policies of title insurance of the State where the Land (c) Fees will be allocated in accordance with the is located. applicable AAA Rules. The results of arbitration will be The State law of the State where the Land is located, binding upon the parties. The arbitrator may consider, or to the extent it controls, federal law, will determine but is not bound by, rulings in prior arbitrations the validity of claims against the Title and the involving different parties. The arbitrator is bound by interpretation and enforcement of the terms of this rulings in prior arbitrations involving the same parties policy, without regard to conflicts of law principles to to the extent required by law. The arbitrator must determine the applicable law. issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction. 8151209 ALTA Owner's Policy 07/01/21 w -FL Mod -512 Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Page 6 (0 Commonwealth Transaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.: Issuing Agent: Stenstrom, McIntosh, Colbert & Whigham, P.A. Issuing Office: 300 International Parkway, Ste 100 Lake Mary, FL 32746 Issuing Office's ALTA® Registry ID: Issuing Office File Number: SAN/Catalyst Site/Block 1 Order No: 11911691 Property Address: Seminole Boulevard Sanford, FL 32771 SCHEDULE A Name and Address of Title Insurance Company: Commonwealth Land Title Insurance Company Attn: Claims Department P. O. Box 45023, Jacksonville, FL 32232-5023 Policy Number: 33994-2-11911691-2024.8151209-232946183 Amount of Insurance: $3,750,000.00 Date of Policy: August 14, 2024 at 3:31 PM The Insured is: City of Sanford, a Florida municipal corporation The estate or interest in the Land insured by this policy is: Fee Simple The Title is vested in: City of Sanford, a Florida municipal corporation by virtue of that certain Deed recorded in Deed Book 90, Page 413, Public Records of Seminole County, Florida (as to Parcel 1) and by virtue of that certain Special Warranty Deed recorded in Official Records Book 5151, Page 701, and that certain Warranty Deed recorded in Official Records Book 8426, Page 1136, together with Ordinance No. 54 recorded in Official Records Book 5724, Page 410, Public Records of Seminole County, Florida (as to Parcel 2) and by virtue of that certain Special Warranty Deed recorded in Official Records Book 5583, Page 910, that certain Warranty Deed recorded in Official Records Book 8012, Page 266 and that certain Trustee's Deed recorded in Official Records Book 8141, Page 1796, Public Records of Seminole County, Florida (as to Parcel 3) 4. The Land is described as follows in Exhibit "A" attached hereto and made part hereof. 51209 ALTA Owner's Policy of Title Insurance (7-1-21) w -FL Mod Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Order No.: 11911691 ��► Commonwealth SAN/Catalyst Site/Block 1 EXHIBIT "A" Policy Number: 33994-2-11911691-2024.8151209-232946183 PARCEL 1: Development Block 1, Sanford Waterfront Catalyst, according to the map or plat thereof, as recorded in Plat Book 83, Pages 14 and 15, of the Public Records of Seminole County, Florida. PARCEL 2: Development Block 2, Sanford Waterfront Catalyst, according to the map or plat thereof, as recorded in Plat Book 83, Pages 14 and 15, of the Public Records of Seminole County, Florida. PARCEL 3: Development Block 3, Sanford Waterfront Catalyst, according to the map or plat thereof, as recorded in Plat Book 83, Pages 14 and 15, of the Public Records of Seminole County, Florida. 51209 Copyright 2021 American Land Title Association. All rights reserved. ALTA Owner's Policy of Title Insurance (7-1-21) w -FL Mod The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Order No.: 11911691 ��► Commonwealth SAN/Catalyst Site/Block 1 SCHEDULE B Policy Number: 33994-2-11911691-2024.8151209-232946183 EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: 1. Taxes and assessments for the year 2024 and subsequent years, which are not yet due and payable. 2. 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. 3. Any claim that any portion of the insured land is sovereign lands of the State of Florida, including submerged, filled or artificially exposed lands accreted to such land. 4. Ordinance No. 2017-4403 by the City Commission of the City of Sanford, Florida, recorded May 23, 2017 in Official Records Book 8919, Page 437. 5. Restrictions, covenants, conditions, easements and other matters as contained on the Plat of Sanford Waterfront Catalyst, recorded in Plat Book 83, Pages 14 and 15, of the Public Records of Seminole County, Florida. 6. Unrecorded Seminole County and City of Sanford Courthouse Expansion Interlocal Agreement by and between Seminole County, a political subdivision of the State Florida, and the City of Sanford, a Florida municipal corporation, dated July 23, 1996, as disclosed to the Company. 7. Unrecorded Lake Monroe Waterfront and Downtown Sanford Community Redevelopment Plan dated July of 2015, as disclosed to the Company. 8. Interlocal Agreement by and between Capital Trust Authority, a legal entity duly created and a public agency duly organized and validly existing under the laws of the State of Florida, and the City of Sanford, Florida, a municipality of the State of Florida, recorded March 8, 2024 in Official Records Book 10592, Page 843. 9. Order of Clarification Relating to Administrative Denial Development Order Pertaining to Downtown Catalyst Site/Heritage Park Site Plan (DP23-000053) recorded April 4, 2024 in Official Records Book 10607, Page 329, together with Administrative Denial Development Order #24-23 Relating to Downtown Catalyst Site/Heritage Park Site Plan (DP23-000053) recorded April 4, 2024 in Official Records Book 10607, Page 335, and Affirmation of Administrative Denial Development Order Relating to Downtown Catalyst Site/Heritage Park Site Plan (DP23-000053) recorded June 1, 2024 in Official Records Book 10649, Page 146. 10. Development Order Relating to an Administrative Determination of the Downtown Catalyst Site/Heritage Park Master Use Layout Plan (DP24-00034) recorded July 5, 2024 in Official Records Book 10656, Page 851. 51209 ALTA Owner's Policy of Title Insurance (7-1-21) w -FL Mod Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as - of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Order No.: 11911691 ��► Commonwealth SAN/Catalyst Site/Block 1 SCHEDULE B Policy Number: 33994-2-11911691-2024.8151209-232946183 11. Development Order Relating to Downtown Catalyst Site/Heritage Park Percentage of Use Changes (DP24- 00034) recorded July 15, 2024 in Official Records Book 10661, Page 194. 12. AS TO PARCEL 1: 13. The rights of the public to use the North-South alley lying between Lots 20, 22, 24, 26, 28, 30, 32 and 34 and Lots 21, 23, 25, 27, 29 and 33 of Lake View Park, as recorded in Plat Book 3, Pages 41, of the Public Records of Seminole County, Florida. 14. Easement in favor of Florida Power & Light Company recorded January 16, 2020 in Official Records Book 9519, Page 1116. 15. Easement in favor of Florida Power & Light Company recorded October 15, 2020 in Official Records Book 9734, Page 239. 16. Easement in favor of Florida Power & Light Company recorded October 15, 2020 in Official Records Book 9734, Page 242. 17. AS TO PARCEL 2: 18. The private rights of owners of property within the plat of E. R. Trafford's Map of the Town of Sanford, as recorded in Plat Book 1, Pages 56 through 64, inclusive, of the Public Records of Seminole County, Florida, to use the vacated North-South alley lying within Block 1, Tier 1 of said plat, vacated by Ordinance No. 744 recorded March 2, 1961 in Official Records Book 348, Page 62, and Ordinance No. 925 recorded October 24, 1967 in Official Records Book 635, Page 400, and to use that portion of Palmetto Avenue vacated by Ordinance 54 recorded May 13, 2005 in Official Records Book 5724, Page 410, and that portion of Commercial Street vacated by Ordinance No. 486 recorded February 26, 2018 in Official Records Book 9081, Page 460. 19. The private rights of owners of property within the plat of Lake View Park, as recorded in Plat Book 3, Page 41, of the Public Records of Seminole County, Florida, to use the vacated North-South alley lying to the West of and adjacent to Lots 41 through 47, inclusive, of said plat, vacated by Ordinance No. 744 recorded March 2, 1961 in Official Records Book 348, Page 62, and Ordinance No. 925 recorded October 24, 1967 in Official Records Book 635, Page 400, and to use that portion of Palmetto Avenue vacated by Ordinance 54 recorded May 13, 2005 in Official Records Book 5724, Page 410, and that portion of Commercial Street vacated by Ordinance No. 486 recorded February 26, 2018 in Official Records Book 9081, Page 460. 20. Easement for public utilities as reserved in Ordinance No. 925 by the City Commission of the City of Sanford, Florida, recorded October 24, 1967 in Official Records Book 635, Page 400. 21. Subject to storm sewer, electrical power lines and telephone lines as set forth in Corporate Warranty Deed from Leo A. Daly Company, a corporation organized and existing under and by virtue of the laws of the State of Nebraska, to Rosemary G. Daly recorded June 4, 1986 in Official Records Book 1739, Page 2003, and Warranty Deed from Rosemary G. Daly to United States Postal Service, an independent establishment of the executive branch of the government of the United States of America, recorded June 4, 1986 in Official Records Book 1739, Page 2005. 22. Resolution No. 2125 by the City Commission of the City of Sanford, Florida, recorded December 2, 2008 in Official Records Book 7099, Page 1050, together with Notice of Filing Relating to Recording of Sanford 51209 Copyright 2021 American Land Title Association. All rights reserved. ALTA Owner's Policy of Title Insurance (7-1-21) w -FL Mod The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Order No.: 11911691 r# Commonwealth SAN/Catalyst Site/Block 1 SCHEDULE B Policy Number: 33994-2-11911691-2024.8151209-232946183 Resolution Number 2125 Pertaining to Historic Districts recorded March 2, 2009 in Official Records Book 7142, Page 1180. 23. Catalyst Site/City of Sanford and Sanford Waterfront Partners, LLC, Storm Line Utility Easement recorded September 26, 2023 in Official Records Book 10512, Page 1693. 24. AS TO PARCEL 3: 25. The rights of the public to use the North-South alley lying within Block 2, Tier 1 of E. R. Trafford's Map of the Town of Sanford, as recorded in Plat Book 1, Pages 56 through 64, inclusive, of the Public Records of Seminole County, Florida. 26. The private rights of owners of property within the plat of E. R. Trafford's Map of the Town of Sanford, as recorded in Plat Book 1, Pages 56 through 64, inclusive, of the Public Records of Seminole County, Florida, to use the vacated East-West alley lying within Block 2, Tier 1 of said plat, vacated by Ordinance No. 96 recorded August 6, 1973 in Official Records Book 990, Page 296, and to use that portion of Palmetto Avenue vacated by Ordinance 54 recorded May 13, 2005 in Official Records Book 5724, Page 410. 27. Agreement by and between E. C. Smith, Jr. and wife, Anna M. Smith, and Lois G. Wight and husband, Hal Wight, recorded January 9, 1939 in Deed Book 91, Page 399. 28. City of Sanford Planned Development Order recorded November 12, 2008 Official Records Book 7090, Page 1249. 29. Resolution No. 2125 by the City Commission of the City of Sanford, Florida, recorded December 2, 2008 in Official Records Book 7099, Page 1050, together with Notice of Filing Relating to Recording of Sanford Resolution Number 2125 Pertaining to Historic Districts recorded March 2, 2009 in Official Records Book 7142, Page 1180. 30. Restrictive use Covenant by Florida Superior Properties Economic Community Services, Inc., recorded June 9, 2011 in Official Records Book 7583, Page 1370. 31. City of Sanford Planned Development Order No. 11-013 recorded July 7, 2011 in Official Records Book 7597, Page 641. 32. Historic Preservation Board of the City of Sanford Development Order No. 24-05 Certificate of Appropriateness for 300 Block of East 1 st Street (New Application (COA23-000285) recorded March 26, 2024 in Official Records Book 10601, Page 765. NOTE: In accordance with Florida Statutes section 627.4131, please be advised that the insured hereunder may present inquiries, obtain information about coverage, or receive assistance in resolving complaints by contacting Commonwealth Land Title Insurance Company, Telephone 1-800-669-7450. 51209 ALTA Owner's Policy of Title Insurance (7-1-21) w -FL Mod Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.